JUPITER GREEN INVESTMENT TRUST PLC

49672 U Jupiter Green Annual Report 001 Cover_Ev1 49672 U Jupiter Green Annual Report 002 Front Section_Ev18 49672 U Jupiter Green Annual Report 003 Accounts_Ev22 jupiteram.com 101488 Jupiter Green Investment Trust annual report 31.03.22.indd 5101488 Jupiter Green Investment Trust annual report 31.03.22.indd 5 13/04/2022 14:33:2313/04/2022 14:33:23 jupiteram.com 101488 Jupiter Green Investment Trust annual report 31.03.22.indd 5101488 Jupiter Green Investment Trust annual report 31.03.22.indd 5 13/04/2022 14:33:2313/04/2022 14:33:23 JUPITER GREEN INVESTMENT TRUST PLC Annual Report & Accounts 101488 Jupiter Green Investment Trust annual report 31.03.22.indd 3101488 Jupiter Green Investment Trust annual report 31.03.22.indd 3 13/04/2022 14:33:0913/04/2022 14:33:09 For the year ended 31 March 2023 JUPITER GREEN INVESTMENT TRUST PLC | ANNUAL REPORT AND ACCOUNTS 4 101488 Jupiter Green Investment Trust annual report 31.03.22.indd 4101488 Jupiter Green Investment Trust annual report 31.03.22.indd 4 13/04/2022 14:33:1613/04/2022 14:33:16 FOR THE YEAR ENDED 31 MARCH 2023 1 Contents Corporate Purpose, Strategic and Investment Objectives and Investment Approach 2 Strategic Report Financial Highlights 4 Chairman’s Statement 5 Why Invest in Jupiter Green? 8 Investment Adviser’s Review 9 Investment Portfolio 11 Company Proﬁles for Top Twenty Investments 13 Analysis of Investments by Investment Theme, Stage of Development, Geography and Economic Sector 15 Stock Stories 16 Strategic Review 18 Dividend Policy, Planned Life of the Company, Discount Control and Subscription Rights 32 Report of the Directors & Governance Directors 33 Report of the Directors 34 Corporate Governance 41 Report of the Audit Committee 44 Directors’ Remuneration Report and Policy 46 Statement of Directors’ Responsibilities 49 Independent Auditors’ Report 51 Accounts Statement of Comprehensive Income 60 Statement of Financial Position 61 Statement of Changes in Equity 62 Cash Flow Statement 63 Notes to the Accounts 64 Company Information 80 Investor Information 81 Important Risk Warnings 87 Glossary of Terms including Alternative Performance Measures 88 Annual General Meeting Notice of Annual General Meeting 90 Notes for the Annual General Meeting 92 2 JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS Corporate Purpose, Strategic and Investment Objectives and Investment Approach Corporate Purpose Jupiter Green Investment Trust PLC (the ‘Company’) exists to invest in companies which are developing and implementing solutions for the world’s environmental challenges. Strategic Objectives The strategic objectives of the Company are: 1. to achieve its Investment Objective; 2. to market and explain the attractions of the Company to existing and potential investors; and 3. to increase the size of the Company so that it reaches a size which is attractive to institutional and wealth management investors. FOR THE YEAR ENDED 31 MARCH 2023 3 Investment Objective The investment objective of the Company is to achieve capital growth and income, both over the long term, through investment in a diverse portfolio of companies providing environmental solutions. Investment Policy To achieve its investment objective, the Company invests globally in companies which have a signiﬁcant focus on environmental solutions. Speciﬁcally, the Company looks to invest across six environmental themes; From the year ended 31 March 2021, the Company’s investment focus was adjusted towards companies which are innovating technological solutions to sustainability challenges (‘innovators’) and companies that are already rapidly delivering proven sustainable solutions in their markets (‘accelerators’), while reducing exposure to more established companies (‘established leaders’) that are focused on delivering environmental solutions. A by-product of these changes is a greater focus on smaller companies which are at the forefront of the innovation driving sustainable solutions. Investment approach The investment approach employed by the Company was established by Jupiter in 1988, making it one of the ﬁrst sustainable investment strategies in the world. The underlying investment philosophy of the strategy has remained unchanged from that date, namely: To identify long-term investment opportunities in companies that provide solutions to environmental challenges. In our opinion, the increasingly pivotal role that sustainability plays in global development means that this philosophy is more relevant to investors today than ever before. In essence, we believe that companies focused on providing solutions in areas such as climate change mitigation, pollution prevention, the circular economy, and the sustainable use and protection of water and natural ecosystems present multi-decade investment opportunities. The Company oers clients focused and specialist exposure to these companies, generating both positive investment returns and beneﬁcial outcomes for society. The Company uses a benchmark, the MSCI World Small Cap Index, as a basis to assess and compare its investment performance. However, the Company does not necessarily seek to replicate the constituent companies of the benchmark in the Company’s investment portfolio. As a result, there is likely to be signiﬁcant variation between the Company’s performance and that of the benchmark. JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 4 Financial Highlights for the year ended 31 March 2023 Capital Performance As at 31 March 2023 As at 31 March 2022 Total assets less current liabilities (£’000) 54,578 55,390 Ordinary Share Performance As at 31 March 2023 As at 31 March 2022 % change Mid market price (p) 224.00 210.00 +6.7 Undiluted net asset value per ordinary share  258.58 258.43 +0.0 Diluted net asset value per ordinary share  259.86 259.18 +0.3 MSCI World Small Cap Index 390.67 412.12 -5.2 Discount to net asset value (%)  13.37 18.74 Ongoing charges ratio (%) excluding ﬁnance costs (Note 6)  1.72 1.57 Performance (excluding dividend income) Since Launch Year ended 31 March Total assets less current liabilities £’000 Net asset value per ordinary share p Dividends declared per ordinary share p Year-on-year change in net asset value per ordinary share % Year-on-year change in benchmark index % 8 June 2006 (launch) 24,297 97.07 – – – 2007 31,679 118.07 – +22.3 – 2008 52,734 114.14 – -3.9 – 2009 33,809 76.86 – -32.7 -36.5 2010 43,590 106.65 – +38.8 +41.6 2011 41,085 120.49 0.40 +13.0 +11.0 2012 36,181 108.49 0.60 -10.0 -23.8 2013 37,571 124.42 1.20 +14.7 +10.3 2014 38,142 145.00 1.10 +16.5 +28.6 2015 38,545 152.35 0.55 +5.1 +10.6 2016 33,418 150.79 0.65 -1.0 -3.3 2017 38,509 184.33 1.20 +22.2 +28.4 2018 40,147 191.31 1.30 +3.8 +3.7 2019 35,934 188.70 2.20 -1.4 +6.0 2020 32,581 173.31 2.40 -8.2 +3.4 2021 53,304 266.73 ^ 0.64 +53.9 +61.0 2022 55,390 258.43 0.00 -3.1 +2.6 2023 54,578 258.58 ^ 0.00† 0.0 -5.2 * In September 2006, new ordinary shares totalling 1,058,859 were issued and in November 2006, new ordinary shares totalling 600,000 were issued. Investment performance adjusted for the new issues of Ordinary shares. ** In April, July and August 2007, new ordinary shares totalling 20,249,074 were issued and a total of 737,963 ordinary shares were cancelled in March 2008. Investment performance adjusted for the new issues and the subsequent cancellation of shares. *** With eect from 2 September 2020 the Company retrospectively changed its benchmark from the FTSE ET100 Total Return Index to the MSCI World Small Cap Index, both expressed in sterling terms. ^ Being the exercise price for the purposes of the 2023 subscription rights. † No ﬁnal dividend will be paid.  For deﬁnitions of the above Alternative Performance Measures please refer to the Glossary of Terms on page 88. Strategic Report FOR THE YEAR ENDED 31 MARCH 2023 5 Chairman’s Statement Performance Against the backdrop of a tumultuous year in 2022 in which the Russian invasion of Ukraine led to sharply rising fossil fuel prices and the inﬂationary pressures that ensued continued to dominate market sentiment, we are pleased to present the Annual Report and Accounts for your Company for the twelve months to 31 March 2023. The Company’s Net Asset Value total return delivered -0.4%, outperforming the wider Global small Cap index, -3.1%. The Company’s share price however delivered a +6.7% return over the same period. It is encouraging that the absolute return of the portfolio over the 12-month period was positive, although this should be viewed in the context of a volatile year for equity markets, in particular environmental solutions companies, in the face of signiﬁcant macro and geopolitical headwinds, and one in which the NAV of the Company sharply recovered from the lows in 2022. The Company’s 12-month ﬁnancial reporting period covers the entire timeframe since Russia’s invasion of Ukraine in February 2022, which catalysed an inﬂationary crisis in the global economy and an orchestrated eort by central banks to tame inﬂation with tighter monetary policy, making for an extremely challenging environment for all investors, particularly those focused on smaller companies in the early stages of their growth. Energy has undoubtedly been the area of greatest disruption feeding inﬂationary pressures into all sectors which rely on fossil fuels. This fossil fuel energy shock highlights how critical energy systems are to everyday life and living standards. Furthermore, that environmental solutions – on both the demand and supply-side of the energy equation – are pivotal to urgently shaping sustainable and resilient energy systems. Last summer, new legislation providing the greatest support for environmental solutions in the history of the United States passed into law. Yet you would hardly have known it from the name. The Inﬂation Reduction Act of 2022 (IRA), signed into law by President Joe Biden on 16 August 2022, was originally billed as the ‘Build Back Better Act’, but neither name reﬂects the true intentions behind the law – combatting climate change and reinvigorating US industrial and strategic policy in the process. Not only does the IRA give the US a meaningful chance of meeting its greenhouse gas reduction targets of 40% below 2005 levels by 2030, but it also presents an unprecedented catalyst for companies in the environmental solutions space. The IRA provides $369 billion of spending over ten years, including $158bn on clean energy, $13bn on electric vehicle incentives, $14bn in home energy eciency upgrades, and $22bn in home energy supply improvements. Moreover, there is upwards of $37bn for simple, eective advanced manufacturing incentives that have already begun to shift the corporate investment landscape. In response, the EU’s Net-Zero Industry Act and European Critical Raw Materials Act, both part of a Green Deal Industrial Plan and dubbed the ‘EU IRA’, are designed to prevent the bloc falling further behind. The proposed legislation sets a headline benchmark of ensuring that at least 40% of low- carbon technology needs are met by manufacturing within the EU by 2030. The pace and scope of this investment, and the regulatory change that accompanies, provides a welcome boost to the universe of environmental solutions businesses. Naturally, there will be both winners and losers from any process of change. Ultimately, thematic investment is an acceptance of, and appetite for, the future to be dierent to the past. By capturing structural growth opportunities through economic cycles, the Company’s investment managers seek to provide investors with above- market returns over the long term. While the structural growth opportunity is accelerating, so too is its complexity, placing specialist active managers at an advantage. JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 6 Chairman’s Statement (continued) Discount management The Board remains committed to its stated policy of using share buy-backs with the intention of ensuring that, in normal market conditions, the market price of the company’s shares will track their underlying net asset value. The discount at which the ordinary shares trade was 13.4% as at the 31 March. During the year the Company’s shares traded at a discount to its NAV ranging between -6.5% to -25%. The Board continues to monitor the level at which the Company’s shares trade and may seek to limit any future volatility through the prudent use of share buybacks, as the circumstances require. The company bought back a total of 328,726 shares for cancellation at an average discount of 14.4%, adding 0.3% to NAV. Subscription issue Each year shareholders are entitled to subscribe for new ordinary shares on the basis of one new ordinary share for every ten held. This year, the subscription price was 258.43p (being the audited undiluted net asset value of the ordinary shares as at 31 March 2022). The prevailing market price on the subscription date was 224p. As such a small number of subscription requests received resulting in the issue of 13,639 ordinary shares from treasury. Board succession We were delighted to welcome Baroness Bryony Worthington to join the Board as non-executive director in September 2022. Bryony has a wealth of experience in the environmental campaigning and policy, with time spent at Friends of the Earth the Department for Environment, Food and Rural Aairs working as the lead author in the team which drafted the UK’s 2008 Climate Change Act. Bryony launched Sandbag in 2008 to raise public awareness of and improve the European Union’s Emissions Trading Scheme (ETS). Life of the company The company does not have a ﬁxed life, however, the Board considers it desirable that shareholders should have the opportunity to review the future of the company every three years. Accordingly, the directors will propose Resolution 10 on page 39, as an ordinary resolution for the continuation of the company in its current form at the AGM of the company to be held on 14 September 2023. The Directors have no indication that the vote will not pass and will all be voting in favour of continuation, and we encourage shareholders to do the same. Outlook The Jupiter Environmental Solutions team has a long-established record of investing in emerging and established Green technologies, and it is their long- held conviction that solving environmental challenges will be critical to continued global development. Addressing both the causes and eects of these climate challenges will become inevitable, and as such Environmental Solutions as an asset class are no longer deemed peripheral. The development of technologies through innovation are key to combatting the world’s climate and environmental crisis. These solutions are now setting the pace for policy and regulation – a welcome reversal to the previous relationship. The scale of change required to reverse global warming is creating signiﬁcant opportunities for investors to support environmental solutions companies, which provide products and services which are critical to achieving sustainability targets. It is becoming ever more evident that these solutions will spread widely and to as-yet unpenetrated sectors of the global economy. Governments are likely to continue to play a major role, in terms to encouraging the development of environmental solutions as part of the path to achieving net zero by 2050, and through the regulation of all companies to improve transparency around climate and biodiversity impact. FOR THE YEAR ENDED 31 MARCH 2023 7 As attitudes toward addressing climate solutions shift, there is a broadening of the value chain beyond the conventional lens. The opportunities throughout the market that this creates will be plentiful and we ﬁrmly believe the Jupiter Green Investment Trust remains well-positioned to identify them. Michael Naylor Chairman 12 July 2023 30/04/2022 31/05/2022 30/06/2022 31/07/2022 31/08/2022 30/09/2022 31/10/2022 30/11/2022 31/12/2022 31/01/2023 28/02/2023 31/03/2023 Premium/Discount -30 -25 -20 -15 -10 -5 0 5 10 Share Price Premium/Discount to Net Asset Value (1 April 2022– 31 March 2023) JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 8 Jupiter Green provides:  the potential for capital growth; and  beneﬁcial outcomes for the planet and society by investing in a diversiﬁed portfolio of companies which are developing and implementing solutions for the world’s environmental challenges. One of the ﬁrst sustainable investment strategies in the world Established in 1988, the underlying investment philosophy of the Jupiter Environmental Solutions team has remained unchanged, namely: To identify long-term investment opportunities in companies that provide solutions to environmental challenges. A focus on six sustainable investment themes We concentrate our investments in six sustainable themes which are speciﬁcally focused on solutions for the world’s environmental challenges. Each of these themes is described in more detail on page 9. A focus on innovation We focus our investment on companies which are innovating technological solutions to sustainability challenges and companies that are rapidly delivering proven sustainable solutions in their markets. We describe these companies as ‘Innovators and ‘Accelerators’. The proportion of the portfolio held in innovators and accelerators is set out on page 16. A global focus We seek out the very best and most innovative companies from around the world irrespective of market capitalisation. The countries and economic sectors in which we invest are set out on page 16. A large and experienced investment team The four-strong Environmental Solutions team that manages Jupiter Green Investment Trust PLC works alongside six dedicated sustainability specialists. Together, Jupiter’s expertise amounts to over 120 years of experience in sustainable investing. Why invest in Jupiter Green? FOR THE YEAR ENDED 31 MARCH 2023 9 Market review The ﬁrst several months of the period under review were characterised by a continued slump in global stock and bond markets as concerns grew around persistent inﬂation, moderating economic growth and hawkish central bank policy. In Europe, energy prices surged as Russia cut supplies in retaliation for sanctions related to the war in Ukraine. In China, the economy was constrained by a faltering property market and lockdowns intended to control COVID-19. Markets began to pick up in the second half of 2022 and into the ﬁrst quarter of 2023, latterly due to investor optimism from China’s reopening. European stocks beneﬁted in-part from being one of their largest trading partners and the market continued to rebound in the region on falling natural gas prices and improving investor sentiment from depressed levels. In the US, gradually moderating inﬂation and signals of economic resilience led the market to view the Federal Reserve’s slowing pace of interest rate rises as a signal that a deep recession can be averted. In July, a largely unexpected breakthrough in Washington led to the Inﬂation Reduction Act (IRA), which was subsequently passed by Congress in August. The Act represents the largest government investment in addressing climate change in US history and provides $370bn over 10 years for climate solutions. In response to the US Inﬂation Reduction Act (IRA) published last year, the European Commission published two important components of its Green Deal Industrial Plan in March: (1) the Net-Zero Industry Act, to scale up manufacturing and attract investment for strategic net-zero technologies in the EU; and (2) the Critical Raw Materials Act to ensure the EU’s access to resilient and sustainable supply of critical raw materials. Policy review The Company’s approach to investing in sustainable solutions remains focussed on six environmental solutions themes:  Circular economy: solutions for sustainable materials and resource stewardship  Clean energy: generation, storage and distribution  Sustainable Oceans & Freshwater Systems: conservation and management  Green Mobility: technologies and services for sustainable movement  Green Buildings & Industry: enabling a low carbon transition  Sustainable Agriculture & Land Ecosystems: solutions protecting natural resources and well- being Within those themes, the Company is focused on companies – many of them on the smaller end of the market capitalisation spectrum – that are at the forefront of innovating technological solutions to environmental challenges with a large potential market (‘innovators’), as well as companies that are already rapidly delivering proven solutions in their markets (‘accelerators’). We believe this approach should deliver attractive capital growth to shareholders over the long term. Despite the economic turbulence and volatility across investment markets, the period under review oered continued evidence that the Company’s focus on global environmental solutions can deliver attractive investment returns. In the wake of passage of the US IRA (which we believe will in time present a multi-year catalyst for environmental solutions), the Clean Energy theme, which includes companies such as First Solar, was particularly buoyant. Inﬁneon and Monolithic Power also both performed well. We added to these two names in Q4 following a sell-o across much of the semiconductor sector, which overlooked the structural growth opportunity and leadership both companies have in energy- ecient power solutions. Investment Adviser’s Review JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 10 Another key contributor to performance was Ansys (which was bought during the period). Ansys is the world’s leading engineering simulation software provider with diversiﬁed end-market exposure and a strong ﬁnancial proﬁle. Sitting in our Circular Economy theme, Ansys provides solutions to reduce customers’ resource and material use by reducing physical prototypes in the R&D and testing phase of product development. Ansys released a strong set of full year results and guidance in February, which led to share price outperformance versus its peers. The Sustainable Agriculture and Land theme was a notable detractor on a thematic basis, with European materials stocks such as DSM and Borregaard among the bottom of the portfolio contributors. A Eurocentric client base combined with energy cost pressures in Europe have presented a challenging near-term environment for such businesses. Another notable detractor was Advanced Drainage (Circular Economy), which issued a proﬁts warning. In one of its divisions there was a destocking of inventories, which was more severe than management had anticipated and dampened expectations signiﬁcantly. Outlook We have a long-held conviction that environmental challenges are central to global development in the long term. Addressing both the causes and eects of these challenges is in our view becoming inevitable, with environmental solutions currently crossing a watershed moment where they are no longer deemed peripheral, but instead integral to future pathways and markets. The great energy shock of the last 18 months – and the critical role that “clean’’ solutions are playing in responding to the long-term challenges of energy security, aordability and climate change – serve to highlight the crucial importance of environmental solutions in solving these unavoidable and era- deﬁning issues. We expect the volatility in equity markets to continue into the near term, presenting opportunities for long-term active investors focussing on structural trends such as energy transition and more widely across our six environmental solution investment themes. Jon Wallace Fund Manager Jupiter Asset Management Limited Investment Adviser 12 July 2023 Investment Adviser’s Review (continued) Top ﬁve contributors and detractors Detail Total Return (%) Contribution to Return (%) Contributors FIRST SOLAR INC 176.65 2.27 VALMONT INDUSTRIES 53.42 1.08 INFINEON TECHNOLOGIES AG 27.68 0.87 PRYSMIAN SPA 32.45 0.83 WATTS WATER TECHNOLOGIES-A 29.48 0.64 Detail Total Return (%) Contribution to Return (%) Detractors ORSTED A/S -25.91 -0.68 CERES POWER HOLDINGS PLC -47.02 -0.72 HANNON ARMSTRONG SUSTAINABLE -32.05 -0.98 BEFESA SA -37.79 -1.01 KONINKLIJKE DSM NV -29.11 -1.03 Source: Bloomberg. FOR THE YEAR ENDED 31 MARCH 2023 11 At 31 March 2023 31 March 2023 31 March 2022 Company Country of Listing Market value £’000 Percentage of Portfolio Market value £’000 Percentage of Portfolio Veolia Environnement France 1,851 3.4 1,824 3.4 Inﬁneon Technologies Germany 1,845 3.3 1,474 2.7 Evoqua Water Technologies United States of America 1,785 3.2 2,176 4.0 Prysmian Italy 1,728 3.1 1,329 2.5 Schneider Electric France 1,707 3.1 1,684 3.1 Monolithic Power Systems United States of America 1575 2.9 1,537 2.9 Vestas Wind Systems Denmark 1,575 2.9 1,530 2.8 Stantec Canada 1,551 2.8 1,042 1.9 Daikin Industries Japan 1,508 2.7 1,331 2.5 ANSYS United States of America 1,494 2.7 – – Watts Water Technologies United States of America 1,447 2.6 1,077 2.0 Waste Connections Canada 1,415 2.6 – – Clean Harbors United States of America 1,402 2.5 869 1.6 Acuity Brands United States of America 1,371 2.5 931 1.7 SolarEdge Technologies United States of America 1,319 2.4 1,316 2.5 Trimble United States of America 1,301 2.4 – – NextEra Energy Partners United States of America 1,287 2.3 1,657 3.1 Borregaard Norway 1,277 2.3 1,248 2.3 Koninklijke DSM Netherlands 1,272 2.3 1,830 3.4 First Solar United States of America 1,263 2.3 1,125 2.1 Renewi United Kingdom 1,225 2.2 1,336 2.5 Xylem United States of America 1,186 2.2 776 1.5 Republic Services United States of America 1,163 2.1 – – TOMRA Systems Norway 1,145 2.1 1,176 2.2 Euroﬁns Scientiﬁc Luxembourg 1,113 2.0 – – Orsted Denmark 1,099 2.0 1,396 2.6 Alfa Laval Sweden 1,045 1.9 – – Advanced Drainage Systems United States of America 1,044 1.9 1,216 2.3 Aptiv Jersey 1,021 1.9 1,023 1.9 Hannon Armstrong Sustainable Infrastructure Capital, REIT United States of America 972 1.8 1,513 2.8 Novozymes Denmark 971 1.8 769 1.4 Littelfuse United States of America 960 1.7 – – Shimano Japan 944 1.7 881 1.6 Horiba Japan 941 1.7 821 1.5 Daiseki Japan 917 1.7 909 1.7 Ormat Technologies United States of America 908 1.7 – – Befesa Luxembourg 837 1.5 1,370 2.6 Flat Glass Group China 830 1.5 852 1.6 Sensirion Holding Switzerland 754 1.4 1,672 3.1 Re:NewCell Sweden 745 1.4 810 1.5 Azbil Japan 701 1.3 707 1.3 Ceres Power Holdings United Kingdom 686 1.2 726 1.4 Atlas Copco Sweden 617 1.1 600 1.1 Investment Portfolio JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 12 31 March 2023 31 March 2022 Company Country of Listing Market value £’000 Percentage of Portfolio Market value £’000 Percentage of Portfolio Brambles Australia 585 1.1 455 0.8 Innergex Renewable Energy Canada 581 1.1 800 1.5 Corbion Netherlands 579 1.0 573 1.1 Greencoat Renewables Ireland 530 1.0 531 1.0 Sensata Technologies Holding United Kingdom 529 1.0 900 1.7 Homann Green Cement Technologies France 208 0.4 544 1.0 Agronomics Isle of Man 193 0.3 339 0.6 Agronomics Warrant 11/12/2023 Isle of Man – – – – Total Investments 55,002 100.0 The holdings listed above are all equity shares unless otherwise stated. Cross Holdings in other Investment Companies As at 31 March 2023, 1.0% of the Company’s total assets was invested in Greencoat Renewables, an Irish listed investment Company. Whilst the requirements of the UK Listing Authority permit the Company to invest up to 10% of the value of the total assets of the Company (before deducting borrowed money) in other investment companies (including investment trusts) listed on the Main Market of the London Stock Exchange, it is the directors’ current intention that the Company invests not more than 5% in other investment companies. Investment Portfolio (continued) FOR THE YEAR ENDED 31 MARCH 2023 13 Key to Investment Themes Veolia Environnement Veolia Environnement is focussed on providing water, waste and energy management services. Inﬁneon Technologies Inﬁneon Technologies AG is a world leader in semiconductor solutions that make life easier, safer and greener. Evoqua Water Technologies Evoqua Water Technologies is a global provider of water treatment equipment and services to tackle issues of pollution control and water eciency in the industrial, commercial, and municipal water treatment markets. Prysmian Prysmian is a global leader in high-voltage cables for energy transfer and distribution and set to beneﬁt from energy grid investments to improve eciency, reliability, and bringing ever-increasing volumes of renewable energy from its source to demand centres. Schneider Electric Schneider Electric SE manufactures electrical power products to enable energy eciency, ranging from car chargers to voltage transformers. Monolithic Power Systems Monolithic Power Systems, Inc. designs and manufactures power management solutions. The Company provides power conversion, LED lighting, load switches, cigarette lighter adapters, chargers, position sensors, analog input, and other electrical components. Monolithic Power Systems serves customers globally. Vestas Wind Systems Vestas Wind Systems develops, manufactures, and markets wind turbines that generate electricity. The Company also installs the turbines and oers follow-up and maintenance services of the installations. Vestas produces the wind turbines and its components through subsidiaries and associated companies in many countries, and operates a worldwide sales and service network. Stantec Inc Stantec is engaged in the provision of general design and architectural solutions. Daikin Industries Daikin Industries, Ltd. is a Japanese multinational air conditioning and heat-pump manufacturing Company headquartered in Osaka. ANSYS Ansys is the world’s leading engineering simulation software provider with diversiﬁed end- market exposure and strong ﬁnancial proﬁle. Watts Water Technologies, Inc. Class A Watts Water Technologies designs, manufactures, and sells solutions for residential and commercial water markets. Waste Connections Waste Connections engages in the provision of non-hazardous waste collection, transfer, and disposal services. Company Proﬁles for Top Twenty Investments JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 14 Clean Harbors Clean Harbors engages in the provision of environmental, energy, and industrial services. It operates through the Environmental Services and the Safety-Kleen Sustainability Solutions segments. Acuity Brands, Inc Acuity engages in the provision of lighting and building management solutions and services, with a focus on delivering energy eciencies. SolarEdge Technologies A global leader in smart energy technology by leveraging world-class engineering capabilities, and with a relentless focus on innovation, SolarEdge creates smart energy solutions that power our lives and drive future progress. Trimble Trimble engages in the provision of positioning technology solutions. It operates through the following segments: Buildings and Infrastructure, Geospatial, Resources and Utilities, and Transportation. NextEra Energy Partners NextEra Energy Partners LP owns, operates and acquires contracted clean energy projects including wind and solar. Borregaard Borregaard enables the substitution of oil-based chemicals with natural alternatives derived from wood waste for a wide range of materials. Koninklijke DSM DSM multinational life sciences and materials sciences Company focussing on health, nutrition & bioscience, applying science to improve the health of people, animals and the planet. First Solar, Inc First Solar, Inc. designs and manufactures solar modules. Company Proﬁles for Top Twenty Investments (continued FOR THE YEAR ENDED 31 MARCH 2023 15 As at 31 March 2023 (ex-cash) Environmental theme Stage of Development Circular economy % Clean Energy % Green Buildings & Industry % Green Mobility % Sustainable agriculture and Land ecosystems % Sustainable Ocean & Freshwater Systems % Total % Innovators 3.92 3.54 0.39 0.00 0.35 0.00 8.20 Accelerators 10.64 17.92 20.74 3.60 11.85 7.29 72.04 Leaders 9.72 0.00 3.02 4.39 0.00 2.63 19.76 Total 2023 24.28 21.46 24.15 7.99 12.20 9.92 100.00 * Innovators are companies that are innovating technological change to environmental challenges. Accelerators are companies that already have a proven solution to environmental challenges and are set to continue rapid growth within their addressable market. Established leaders are larger companies which have developed a commanding presence in their chosen markets. Analysis of Investments by Investment Theme, Stage of Development, Geography and Economic Sector As at 31 March 2023 (ex-cash) Sectors United States of America % Japan % France % United Kingdom % Denmark % Others % Total % Basic Materials – – – – – 3.7 3.7 Consumer Discretionary – 1.7 – – – 1.9 3.6 Consumer Staples – – – – – 3.3 3.3 Energy 4.7 – – 1.2 2.9 – 8.8 Health Care – – – – 1.8 2.3 4.1 Industrials 13.3 5.7 3.5 1.0 – 15.0 38.5 Real Estate 1.8 – – – – – 1.8 Technology 5.6 – – – – 3.3 8.9 Utilities 11.8 1.7 3.4 2.2 2.0 6.2 27.3 Total 2023 37.2 9.1 6.9 4.4 6.7 35.7 100.0 Analysis of Investments by Geography and Economic Sector Analysis of Investments by Investment Theme and Stage of Development JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 16 Stock Stories Jupiter Green invests in some of the most exciting and innovative companies focused on solving a range of environmental challenges. Two examples of these companies are First Solar and Ansys which are described in more detail in this section. First Solar (Clean Energy, Accelerator) First Solar is an American manufacturer of solar panels, and a provider of utility-scale PV power plants. The Company is uniquely well-placed to take advantage of several key growth drivers, standing alone in the industry with its dierentiated semiconductor and streamlined manufacturing process, which yield unparalleled quality and reliability. It is the only US-headquartered Company among the world’s 10 largest module producers, with a large manufacturing presence on US soil. This we believe is a valuable asset in the wake of the US Inﬂation Reduction Act that over the next decade places a valuable stream of tax-credits not only on solar energy production but also on favouring those with a credible US-supply chain . FOR THE YEAR ENDED 31 MARCH 2023 17 Ansys (Circular Economy, Accelerator) Ansys is a leading provider of physics-based simulation software tools to evaluate how products will perform under various environments to ensure quality & safety as well as driving eco-eciencies by bringing environmental considerations earlier into product design and development. An example can be seen in its solutions for reducing the growing issue of electronic waste (or e-waste) – electric and electronic equipment that have exhausted their utility value through either redundancy, replacement, or breakage. Ansys enables resource savings, for example by allowing materials sustainability and recyclability to be factored earlier into product design and testing. Very few companies building electronic devices take disassembly into consideration when designing a product. Simulation technology enables engineers to explore more ways of arranging components and the order in which they are assembled in far less time than it would take to build a protype. Virtual design and testing using simulation makes it possible for engineers to consider assembly and disassembly during the design phase, which leads to easier recycling of valuable materials and removal of toxic materials when the product is no longer usable. Stock Stories (continued) JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 18 The Strategic Report has been prepared in accordance with the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013. The Strategic Report seeks to provide shareholders with the relevant information to enable them to assess the performance of the Directors of the Company during the period under review. Business and Status During the year the Company carried on business as an investment trust with its principal activity being portfolio investment. The Company has been approved by HM Revenue & Customs (‘HMRC’) as an investment trust subject to the Company continuing to meet the eligibility conditions of sections 1158 and 1159 of the Corporation Taxes Act 2010 and the ongoing requirements for approved companies as detailed in Chapter 3 of Part 2 of the Investment Trust (Approved Company) (Tax) Regulations 2011. In the opinion of the Directors, the Company has conducted its aairs in the appropriate manner to retain its status as an investment trust. The Company is a public limited Company and is an investment Company within the meaning of section 833 of the Companies Act 2006. It is also an Alternative Investment Fund (AIF) for the purposes of the EU Alternative Investment Fund Managers Directive. The Company has a ﬁxed share capital although it may issue or purchase its own shares subject to shareholder approval, usually sought annually. The Company is not a close Company within the meaning of the provisions of the Corporation Tax Act 2010 and has no employees. The Company was incorporated in England & Wales on 12 April 2006 and started trading on 8 June 2006, immediately following the Company’s launch. Reviews of the Company’s activities are included in the Chairman’s Statement and Investment Adviser’s Review on pages 5 to 10. There has been no signiﬁcant change in the activities of the Company during the year to 31 March 2023 and the Directors anticipate that the Company will continue to operate in the same manner during the current ﬁnancial year. Investment Objective The investment objective of the Company is to achieve capital growth and income, both over the long term, through investment in a diverse portfolio of companies providing environmental solutions. Investment Strategy The Investment Adviser has adopted a bottom- up approach. The Investment Adviser, supported by Jupiter’s Governance and Sustainability team, researches companies, ensuring that each potential investment falls within the Company’s stated investment policy. Consideration is also given to a potential investment’s risk/return proﬁle and growth prospects before an investment is made. Once companies operating within the appropriate theme have been identiﬁed and due diligence has been carried out, the Investment Adviser will decide whether a particular investment would be appropriate. Investment Policy From the year ended 31 March 2021, the Company’s investment focus was adjusted towards a greater emphasis on Companies which are innovating technological solutions to sustainability challenges (‘innovators’) and companies that are already rapidly delivering proven sustainable solutions in their markets (‘accelerators’). A by-product of these changes is a greater focus on smaller companies which are at the forefront of the innovation driving sustainable solutions. Strategic Review FOR THE YEAR ENDED 31 MARCH 2023 19 The following investment restrictions are observed:  no more than 5% of the Company’s total assets (at the time of such investment) may be invested in unlisted securities;  no more than 15% of the total assets of the Company (before deducting borrowed money) is lent to or invested in any one Company or group at the time the investment or loan is made. For this purpose any existing holding in the Company or group concerned is aggregated with the proposed investment;  distributable income is principally derived from investments;  not more than 10%, in aggregate, of the value of the total assets of the Company (before deducting borrowed money) is invested in other UK listed investment companies (including investment trusts) listed on the Ocial List. Whilst the requirements of the UK Listing Authority permit the Company to invest up to this 10% limit, it is the Directors’ current intention that the Company invests not more than 5%, in aggregate, of the value of the total assets of the Company (before deducting borrowed money) in such other investment companies; and  the Company at all times invests and manages its assets in a way which is consistent with its objective of spreading investment risk. In accordance with the requirements of the UK Listing Authority, any material changes in the principal investment policies and restrictions of the Company would only be made with the approval of shareholders by ordinary resolution. Future Developments It is the Board’s ambition to continue to grow the asset base of the Company through a combination of organic growth of net asset value and issuance of new shares with a view to achieving the critical mass necessary to attract broader demand from large national discretionary wealth managers, and other long-term institutional buyers of investment trust shares. Benchmark Index The Company’s benchmark is the MSCI World Small Cap Index. Management The Company has no employees and most of its day to day responsibilities are delegated to Jupiter Asset Management Limited (‘JAM’), who act as the Company’s Investment Adviser and Company secretary. Further details of the Company’s arrangement with JAM and the Alternative Investment Fund Manager (‘AIFM’), Jupiter Unit Trust Managers Limited, can be found in Note 22 to the accounts on page 80. Both JAM and JUTM are part of the Jupiter Group which comprises Jupiter Fund Management PLC and all of its subsidiaries (‘Jupiter’). J.P. Morgan Europe Limited (‘JPMEL’) acts as the Company’s depository. The Company has also entered into an outsourcing arrangement with J.P. Morgan Chase Bank N.A. (‘JPMCB’) for the provision of accounting and administration services. Although JAM is named as the company secretary, JPMEL provides administrative support to the Company secretary as part of its formal mandate to provide broader fund administration services to the Company. Viability Statement In accordance with Provision 36 of the Code of Corporate Governance as issued by the Association of Investment Companies in February 2019 (the ‘AIC Code’), the Board has assessed the prospects of the Company over a longer period than the twelve months required by the ‘Going Concern’ provision, reviewing in line with the three year cycle of the continuation vote. In doing so the Board believes that there will be no issue in the next continuation vote being passed. The Company’s investment objective is to achieve capital growth and income, both over the long term and the Board regards the Company as a long-term investment. The Board has considered the Company’s business model including its investment objective and investment policy as well as the principal and Strategic Review (continued) JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 20 emerging risks and uncertainties that may aect the Company as detailed on page 22. In addition, the Board has considered the reporting produced by the Jupiter Investment Risk Team concerning a number of potential future scenarios resulting from ongoing market volatility. The Board continues to monitor income and expense forecasts for the Company. The Board has noted that:  The Company holds a highly liquid portfolio invested predominantly in listed equities.  The investment management fee is the most signiﬁcant expense of the Company. It is charged as a percentage of the portfolio value and so would reduce if the market value of the portfolio were to fall. The remaining expenses are more modest in value and are predicable in nature. No signiﬁcant increase to ongoing charges or operational expenses is anticipated.  Green and sociably responsible investing is now high on the agenda of many retail investors and that the Company is well placed to attract these retail investors through targeted marketing.  Climate change is a key issue for asset managers and their investors. ESG issues are integrated into the Company’s investment processes and these are continually monitored to ensure that the investment objectives are followed to mitigate any risk of the perception of greenwashing and any related litigation.  The Board is satisﬁed that Jupiter and the Company’s other key third-party suppliers maintain suitable processes and controls to ensure that they can continue to provide their services to the Company. The Board has therefore 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 next three years. As part of its assessment, the Board has noted that shareholders will be required to vote on the continuation of the Company at the 2023 AGM. Further information regarding the planned life of the Company can be found on page 32. Gearing Gearing is deﬁned as the ratio of a Company’s debt less cash held compared to its equity capital, expressed as a percentage. The eect of gearing is that in rising markets the Company tends to beneﬁt from any growth of the Company’s investment portfolio above the cost of payment of the prior ranking entitlements of any lenders and other creditors. Conversely, in falling markets the Company suers more if the Company’s investment portfolio underperforms the cost of those prior entitlements. The Company may utilise gearing at the director’s discretion for the purpose of ﬁnancing the Company’s portfolio and enhancing shareholder returns. In particular, the Company may be geared by bank borrowings which will rank in priority to the ordinary shares for repayment on a winding up or other return of capital. The Articles provide that, without the sanction of the Company in a general meeting, the Company may not incur borrowings above a limit of 25% of the Company’s total assets at the time of drawdown of the relevant borrowings. Loan facility The Company has a revolving loan facility agreement with Royal Bank of Scotland International Limited of £5 million which the Investment Adviser has been authorised by the Board to draw down for investment purposes. The facility to gear the Company’s investment portfolio is deployed tactically by the Investment Adviser with a view to enhancing shareholder returns. The Directors have determined that the maximum level of gearing will be 25% of the Company’s total assets at the time of drawdown. The ﬁnance costs shown in the Statement of Comprehensive Income are in respect of interest charges on the utilised balance along with the costs incurred for non-utilisation of the facility during the year to the end of the loan term. Strategic Review (continued) FOR THE YEAR ENDED 31 MARCH 2023 21 Use of Derivatives The Company may invest in derivative ﬁnancial instruments comprising options, futures and contracts for dierence for investment, hedging and ecient portfolio management, as more fully described in the investment policy. There is a risk that the use of such instruments will not achieve the goals desired. Also, the use of swaps, contracts for dierence and other derivative contracts entered into by private agreements may create a counterparty risk for the Company. This risk is mitigated by the fact that the counterparties must be institutions subject to prudential supervision and that the counterparty risk on a single entity must be limited in accordance with the individual restrictions. There were no open derivatives at year end. Currency Hedging The Company’s accounts are maintained in sterling while investments and revenues are likely to be denominated and quoted in currencies other than sterling. Although it is not the Company’s present intention to do so, the Company may, where appropriate and economic to do so, employ a policy of hedging against ﬂuctuations in the rate of exchange between sterling and other currencies in which its investments are denominated. Key Performance Indicators At their quarterly Board meetings the Directors consider a number of performance indicators to help assess the Company’s success in achieving its objectives. The key performance indicators used to measure the performance of the Company over time are as follows:  Net asset value changes over time;  Ordinary share price movement;  A comparison of ordinary share price and net asset value to benchmark;  Discount and premium to net asset value; and  Growth in assets under management. Information on some of the above key performance indicators and how the Company has performed against them can be found on page 4. In addition, a history of the net asset values, the price of the ordinary shares and the benchmark index are shown on the monthly factsheets which can be viewed on the Investment Adviser’s website www.jupiteram.com/JGC and which are available on request from the company secretary. Discount to Net Asset Value The Directors review the level of the discount or premium between the middle market price of the Company’s ordinary shares and their net asset value on a regular basis. The Directors have powers granted to them at the last AGM to purchase ordinary shares and either cancel or hold them in treasury as a method of controlling the discount to net asset value and enhancing shareholder value. The Company repurchased 328,726 ordinary shares for holding in treasury during the year under review at a discount of 14.40%. Under the Listing Rules, the maximum price that may currently be paid by the Company on the repurchase of any ordinary shares is 105% of the average of the middle market quotations for the ordinary shares for the ﬁve business days immediately preceding the date of repurchase. The minimum price will be the nominal value of the ordinary shares. The Board is proposing that its authority to repurchase up to approximately 14.99% of its issued share capital should be renewed at the AGM. The new authority to repurchase will last until the conclusion of the AGM of the Company in 2023 (unless renewed earlier). Any repurchase made will be at the discretion of the Board in light of prevailing market conditions and within guidelines set from time to time by the Board, the Companies Act, the Listing Rules and Model Code. Treasury Shares In accordance with the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 (the ‘Regulations’) which came into force on 1 December 2003 any ordinary shares repurchased, pursuant to the above authority, may be held in treasury. These ordinary shares may subsequently be cancelled or JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 22 sold for cash. This would give the Company the ability to reissue shares quickly and cost eectively and provide the Company with additional ﬂexibility in the management of its capital. The Company issued 2,567 ordinary shares from treasury during the year under review. Principal and Emerging Risks and Uncertainties The Directors conﬁrm that they have carried out a robust assessment of the emerging and principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity. Most of these risks are market related and are similar to those of other investment trusts investing primarily in listed markets. The Audit Committee reviews the Company’s risk control summary at each meeting, and as part of this process, gives consideration to identifying emerging risks. Any emerging risks that are identiﬁed, that are considered to be of signiﬁcance will be recorded on the Company’s Risk Control Summary with any mitigations. In carrying out this assessment, consideration is being given to the current market conditions which may impact the Company. No emerging risks have been identiﬁed. Investment policy and process – Inappropriate investment policies and processes may result in under performance against the prescribed benchmark index and the Company’s peer group. The Board manages these risks by ensuring a diversiﬁcation of investments and regularly reviewing the portfolio asset allocation and investment process. In addition, certain investment restrictions have been set and these are monitored as appropriate. Investment Strategy and Share Price Movements – The Company is exposed to the eect of variations in the price of its investments. A fall in the value of its portfolio will have an adverse eect on shareholders’ funds. It is not the aim of the Board to eliminate entirely the risk of capital loss, rather it is its aim to seek capital growth. The Board reviews the Company’s investment strategy and the risk of adverse share price movements at its quarterly Board meetings taking into account the economic climate, market conditions and other factors that may have an eect on the sectors in which the Company invests. There can be no assurances that appreciation in the value of the Company’s investments will occur but the Board seeks to reduce this risk. Liquidity Risk – The Company may invest in securities that have a very limited market which will aect the ability of the Investment Adviser to dispose of securities when it is no longer felt that they oer the potential for future returns. Likewise the Company’s shares may experience liquidity problems when shareholders are unable to realise their investment in the Company because there is a lack of demand for the Company’s shares. At its quarterly meetings the Board considers the current liquidity in the Company’s investments and the level of liabilities when setting restrictions on the Company’s exposure. The Board also reviews, on a quarterly basis, the Company’s buy-back programme and in doing so is mindful of the liquidity in the Company’s shares. Gearing Risk – The Company’s gearing can impact the Company’s performance by accelerating the decline in value of the Company’s net assets at a time when the Company’s portfolio is declining. Conversely gearing can have the eect of accelerating the increase in the value of the Company’s net assets at a time when the Company’s portfolio is rising. The Company’s level of gearing is under constant review by the Board who take into account the economic environment and market conditions when reviewing the level. Regulatory Risk – The Company operates in a complex regulatory environment and faces a number of regulatory risks. A breach of section 1158 of the Corporation Tax Act 2010 could result in the Company being subject to capital gains tax on portfolio movements. Breaches of other regulations such as the UKLA Listing rules, could lead to a number of detrimental outcomes and reputational damage. Breaches of controls by service providers such as the Investment Adviser could also lead to reputational damage or loss. The Board monitors regulatory risks at its quarterly Board meetings and relies on the services of its Company secretary, JAM, and its professional advisers to ensure compliance Strategic Review (continued) FOR THE YEAR ENDED 31 MARCH 2023 23 with, amongst other regulations, the Companies Act 2006, the UKLA Listing Rules, the FCA’s Disclosure Guidance and Transparency Rules and the Alternative Investment Fund Managers’ Directive. In order to ensure that the Company remains compliant, the Board directly and via the Audit Committee/ Management Engagement Committee receives regular updates from the Investment Adviser and the Company’s other key service providers. The Investment Adviser is contractually obliged to ensure that its conduct of business conforms to applicable laws and regulations. Credit and Counterparty Risk – The failure of the counterparty to a transaction to discharge its obligations under that transaction could result in the Company suering a loss. Further details of the management of this risk can be found in Note 13 to the accounts on pages 71 to 74. Loss of Key Personnel – The day-to-day management of the Company has been delegated to the Investment Adviser. Loss of the Investment Adviser’s key sta members could aect investment return. The Board is aware that JAM recognises the importance of its employees to the success of its business. Its remuneration policy is designed to be market competitive in order to motivate and retain sta and succession planning is regularly reviewed. The Board also believes that suitable alternative experienced personnel could be employed to manage the Company’s portfolio in the event of an emergency. Operational – Failure of the core accounting systems, or a disastrous disruption to the Investment Adviser’s business or that of the administration provider JPMCB, could lead to an inability to provide accurate reporting and monitoring. Financial – Inadequate ﬁnancial controls could result in misappropriation of assets, loss of income and debtor receipts and inaccurate reporting of net asset value per share. The Board annually reviews the Investment Adviser’s report on its internal controls and procedures. Details of how the Board monitors the operational services and ﬁnancial controls of Jupiter and J.P. Morgan are included within the Internal Control section of the Report of the Directors on page 39. Enterprise risk is reviewed twice a year, taking into its remit emerging risks as they become immediate, whist still maintaining a long-term perspective where they are evolving at a fast rate. Climate change and its potential impacts is under scrutiny at every meeting, this being the very purpose of the Company. Climate Change – the impact of climate change risk has been considered and it is concluded that it does not have a material impact on the Company’s investments. In line with IFRS investments are valued at fair value, which for the Company are quoted bid prices for investments in active markets at the Statement of Financial Position date and therefore reﬂect market participants view of climate change. Given the nature of the Company all investments are monitored to ensure that they are in line with the investment objective to mitigate any risk of the perception of greenwashing and any related litigation. Geopolitical – There is increasing risk to market stability and investment opportunities from geopolitical conﬂicts such as between Russia and Ukraine. The Company has no exposure to Russian Stocks. Capital Gains Tax Information The closing price of the ordinary shares on the ﬁrst date of dealing for capital gain tax purposes was 99p. Directors Details of the Directors of the Company and their biographies are set out on page 33. The Company’s policy on Board diversity is included in the Corporate Governance section of the Report of the Directors on page 42. As at 31 March 2023, the Board comprises of one female and three male Directors. Employees, Environmental, Social and Human Rights issues The Company has no employees as the Board has delegated the day to day management and administration functions to JUTM, JAM and other third-party suppliers. There are therefore no disclosures to be made in respect of employees. JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 24 Integration of Environmental, Social and Governance (‘ESG’) considerations into the Investment Adviser’s Investment Process JAM has a 30 year record of integrating ESG factors into the investment process. Its Governance and Sustainability team leverages its relationships with partner organisations such as the UN Principles for Responsible Investment (“UN PRI”), the Investor Forum and Institutional Investors Group on Climate Change (“IIGCC”) and regularly engages with these and other industry bodies to ensure it remains at the forefront of ESG integration. Where relevant, lessons learned are disseminated across JAM’s wider investment team via its Stewardship Committee. JAM considers stewardship to be an integral component of its investment process. Typically, JAM does not seek to exclude companies based on headline risk factors, disclosures or practices, instead believing that engagement aimed at enhancing long-term outcomes for investors requires a more rigorous and nuanced approach. Moreover, the Investment Adviser is of the view that compelling opportunities can arise in companies where there is evidence of positive change in the areas of environmental and social risk mitigation and governance practices, but where the market may be yet to reﬂect this in investee Company share prices. Modern Slavery Act The Modern Slavery Act 2015 requires certain companies to prepare a slavery and human tracking statement. As the Company has no employees and does not supply goods and services, it is not required to make such a statement. Global Greenhouse Gas Emissions The Company has no greenhouse gas emissions to report from its operations as the day to day management and administration functions have been outsourced to third-parties and it neither owns physical assets, property nor has employees of its own. It therefore does not have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report on Directors’ Reports) Regulations 2013. Section 172 Statement Under section 172 of the Companies Act 2006, the directors have a duty to act in good faith and to promote the success of the Company for the beneﬁt of its shareholders as a whole. This includes taking into consideration the likely consequences of their decisions on the long term and on the Company’s stakeholders such as its shareholders, employees and suppliers, while acting fairly between stakeholders. The Directors must also consider the impact of the Company’s decisions on the environment, the community and its reputation for maintaining high standards of business conduct. The Company ensures that the Directors are able to discharge this duty by, amongst other things, providing them with relevant information and training on their duties. The Company also ensures that information pertaining to it is provided, as required, to the Directors as part of the information presented in regular Board meetings in order that stakeholder considerations can be factored into the Board’s decision-making. The Directors’ responsibilities are also set out in the schedule of matters reserved for the Board and the terms of reference of its committees, both of which are reviewed regularly by the Board. At all times the Directors can access as a Board, or individually, advice from its professional advisers including the company secretary and independent external advisers. The Company’s investment objective, to achieve capital and income growth over the long term, supports the Directors’ statutory obligations to consider the long-term consequences of the Company’s decisions. How the long-term focus of the Company is achieved, is set out in more detail on page 3 and above where the Investment Adviser’s approach to environmental, social and governance issues is explained in the section entitled Integration of ESG considerations into the Investment Adviser’s investment process. This approach is fundamental to the Company achieving long-term success for the beneﬁt of all of its stakeholders. Strategic Review (continued) FOR THE YEAR ENDED 31 MARCH 2023 25 As set out on page 2, the Company’s corporate purpose is to generate a total return by investing in companies which are developing and implementing solutions for the world’s environmental challenges. The Company is also aware of its own potential impact on the environment and has a number of practical policies in place to reduce that impact. Examples include the use and sharing of electronic documents by the Board rather than printing documentation and the provision of electronic copies of the annual report and accounts which are available to shareholders and others on the Company website. Where physical copies of the annual and half yearly ﬁnancial reports are made, they use materials and processes designed to both minimise the environmental impact and to maximise the recycling potential as described in more detail on the inside back cover of this document. The proxy voting form previously printed in the annual report and accounts and posted back to the registrars has been removed and shareholders are invited to vote via the registrar’s secure portal. The Board will continue to review its travel arrangements and will seek to minimise physical meetings. The Directors as a matter of course continue to seek new opportunities and to make use of new technologies and processes that will further enhance environmental operation of the Company. JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 26 Engagement with stakeholders and the eﬀect on principal decisions The tables below sets out details of the Company’s engagement with its stakeholders. S takeholder Engagement How we engage Shareholders The shareholders of the Company are both institutional and retail in nature and details of those with substantial shareholdings are detailed on page 34. The Board believe that shareholders have a vital role in encouraging a higher level of corporate performance and is committed to listening to the views of its shareholders and giving useful and timely information by providing open and accessible channels of communication including those listed below. The AGM – The Company encourages participation from shareholders at its AGMs where they can communicate directly with the Directors and investment adviser. Given the environmental ethos of the Company shareholders are encouraged to submit their votes by proxy ahead of the meeting, or attend the meeting remotely, rather than attending in person. Further details of how the AGM will be held can be found on page 38. The Board and investment adviser welcome your questions which may be submitted to [email protected]. Subject to conﬁdentiality, we will respond to any questions submitted either directly or by publishing our response on the company’s website. All views of the shareholders will be taken into consideration and action taken where appropriate. Online Information – The Company’s website (www.jupiteram.com/JGC) contains the Annual and Half Yearly Financial Report along with monthly factsheets and commentaries and video updates from the investment adviser. The daily NAV per share, monthly top ten portfolio listings, dividend announcements and various regulatory announcements can be found on the regulatory news service of the London Stock Exchange. Jupiter Green Investment Trust PLC JGC Stock | London Stock Exchange Shareholder Communications Shareholders can raise issues or concerns at any time by writing to the Chairman or the Senior Independent Director at the registered oce. Further details about how the Board incorporates the views of the company’s shareholders in its decision-making process can be found in the UK Stewardship Code and the Exercise of Voting Powers section on page 38. Further information about how the Board ensures that each director develops an understanding of the views of the Company’s shareholders and can be found in the section entitled Shareholder Relations on page 85 of this report. Strategic Review (continued) FOR THE YEAR ENDED 31 MARCH 2023 27 S takeholder Engagement How we engage The Investment Adviser The investment management function is critical to the long-term success of the Company. The Board and the investment adviser maintain an open and constructive relationship, with meetings taking place a minimum of four times per annum with monthly updates and additional meetings as circumstances require. The Audit Committee meets at least twice a year and as part of its role considers the internal controls put in place by the investment adviser. The ‘Management of the Company’ section on page 36 in this report details the Board’s consideration of the investment adviser’s performance, its terms of appointment and their annual assessment of its continued stewardship of the portfolio and its oversight of the administrative functions. The day to day responsibilities of the Company are delegated to the investment adviser who is the key service provider and supplies investment management, administration and Company secretarial services. The investment adviser oversees the activities of the Company’s other third-party suppliers on behalf of the Company and maintains open and collaborative relationships to maintain quality, eciency and cost control through regular communication with dedicated members of the investment adviser’s operational teams. The Board regularly reviews reports from its investment adviser, the AIFM, the depositary, the Company broker, the investor relations research provider and the auditors. These provide vital information concerning changes in market practice or regulation which aect the Company and assist the Board in its decision-making process. Representatives from these providers attend Company Board meetings and give presentations on a regular basis enabling in depth discussions concerning both their ﬁndings and their performance. The Board reviews the culture and values of the investment adviser as part of its ongoing assessment of its performance to ensure these are aligned to those of the Board. Further information on the investment adviser’s culture and values can be found in the ‘Integration of ESG considerations into the investment adviser’s investment process’ section on page 25. Investee companies On the Company’s behalf, the Investment Adviser engages with investee companies and updates the Board on material developments aecting individual investee companies. The Investment Adviser has discretionary authority to exercise voting rights on behalf of the Company on resolutions proposed by investee companies. Corporate broker and retail marketer The Company’s broker, ﬁnnCap, and retail marketer, Kepler Partners LLP, attend all quarterly Board meetings and support the Board in its strategic decisions on growing the Company. The Company’s broker has published research on the Company and frequently engages with potential investors on the Company’s behalf. JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 28 S takeholder Engagement How we engage Public relations advisors The Company works with its public relations adviser, SEC Newgate, to raise the Company’s proﬁle through press and media activity. Other third-party suppliers As an externally managed investment Company with no employees or physical assets, the principal stakeholders of the Company are its shareholders, investment adviser, AIFM, depositary, custodian, administrator and registrar. The Investment Adviser works with the key service providers to ensure the adequacy of the services provided to the Company. On occasion, representatives of the key service providers are invited to attend to present to the Board in addition to the regular updates provided by the Investment Adviser. The Association of Investment Companies (‘AIC’) The Company is a member of the AIC and provides regular reporting on the Company to the AIC. The Company engages with AIC consultations such as voting on the AIC Board elections. Strategic Review (continued) FOR THE YEAR ENDED 31 MARCH 2023 29 Principal Decisions The Directors take into account the s172 considerations in all material decisions of the Company ensuring in Board discussions that appropriate attention is given to the short and long-term beneﬁts for stakeholders. Examples of signiﬁcant Board discussions and decisions made in the period are set out below: Principal Decisions Issue How we engage Decision Discount management The Board continues to monitor the Company’s discount to ensure that it is in a position to issue shares to grow the Company when market conditions allow. In July 2021 the Board discussed utilising the share buyback programme alongside the share issuance programme to balance supply and demand and manage the Company’s discount. Following discussion at the Board and with the Company’s broker, the Board decided to use the share buy-back programme within agreed parameters. This resulted in a decision to buyback 328,726 ordinary shares of the Company during the year. Board evaluation The Board has not arranged an externally facilitated evaluation during this period, although this is considered by the Board on a regular basis. The independent non-executive directors undertake on, an annual basis, an appraisal in relation to their oversight and monitoring of the performance of the investment adviser and other key service providers. In addition the directors undertake, on an annual basis, a written assessment of the eectiveness of the Board as a whole by completion of a formal evaluation questionnaire. The SID also leads a formal evaluation of the performance of the Chairman. JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 30 Principal Decisions Issue How we engage Decision Board succession The Nomination Committee undertakes an annual evaluation of the composition of the Board and its committees taking into account the requirements of the AIC Code. Appropriate recommendations will then be made to the Board in respect of the need to refresh the composition of the Board and its committees. In 2022, the Board decided that Michael Naylor should continue as Chairman of the Company for another 5 years. Although this exceeds the usual time that a director is appointed to an Investment Trust he remains independent of mind and given his skills, experience and knowledge of the Company the directors unanimously opined that he still had more to oer. Simon Baker was appointed to the Board on 31 July 2015. The Annual General Meeting in September 2023 represents the eighth anniversary of his appointment. The Nomination Committee met on 4 July 2023 and concluded that although exceeding the usual tenure for a Director to be appointed to an investment trust his passion and dedication to the Company would be a beneﬁt over the next 3 years. Furthermore, the Directors noted that Simon Baker remained independent of mind and able to provide the appropriate level of challenge to portfolio managers. Loan The Company may utilise gearing at the director’s discretion for the purpose of ﬁnancing the Company’s portfolio and enhancing shareholder returns. A revolving loan facility agreement with Royal Bank of Scotland International Limited of £5 million was approved by the Board, and the Investment Adviser has been authorised by the Board to draw down for investment purposes. The Loan facility has been drawn down to £3 million of the £5 million facility. Strategic Review (continued) FOR THE YEAR ENDED 31 MARCH 2023 31 Principal Decisions Issue How we engage Decision Annual General Meeting In the interest of shareholder engagement, the Board discussed the possibility of replicating ‘hybrid’ type meeting with the opportunity for shareholders to view the meeting via simultaneous webcast and ask questions. As a result of the additional cost and the level of take-up at the hybrid AGM, the Board decided that shareholders would be oered an opportunity to attend the AGM in person and ask questions. Third-Party suppliers The continuance, or otherwise, of engagement of key third-party service providers are principal decisions taken by the Board every year. The Board decided to make no changes to its principal third party suppliers in the period. Geopolitical Considerations Given the war in the Ukraine the Board has considered what impact this may have on the Company. The Board has discussed the investment risks and risks in respect of third parties and has noted that the fund had no exposure to Russian stocks. The Board considers that the levels of risk within the Company are acceptable and in line with its investment objective. In Summary The structure of the Board and its various committees and the decisions it makes are underpinned by the duties of the Directors under s172 on all matters. The Board ﬁrmly believes that the sustainable long-term success of the Company depends upon taking into account the interests of all the Company’s key stakeholders. JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 32 Dividend Policy The Board has not set an objective of a speciﬁc portfolio yield for the Company in relation to the year under review and the level of such yield has historically varied with the sectors and geographical regions to which the Company’s portfolio is exposed at any given time. The Articles of Association of the Company allow dividends to be ﬁnanced through a combination of available net income in each ﬁnancial year and the Company’s realised capital reserves and other reserves so that the Company may, at the discretion of the Board, pay all or part of any future dividends out of this, or other, distributable reserves of the Company. In the meeting of the Board of directors held on 4 July 2023 the Board on the recommendation of the Audit Committee decided that, no dividend will be paid for the year ended 31 March 2023. Planned Life of the Company The Company does not have a ﬁxed life, however, the Board considers it desirable that shareholders should have the opportunity to review the future of the Company every three years. Accordingly, an ordinary resolution for the continuation of the Company in its current form was passed at the AGM of the Company held on 16 September 2020. The next scheduled continuation vote will be held at the 2023 AGM. If such resolution is not passed, the directors will formulate proposals to be put to shareholders to reorganise or reconstruct the Company or for the Company to be wound-up and the assets realised at fair value. Discount Control The directors believe that the ordinary shares should not trade at a signiﬁcant discount to their prevailing net asset value. The Board uses share buy-backs to assist in diluting discount volatility and to seek to narrow the discount to net asset value at which the Company’s shares trade over time where in normal market conditions, the Company’s share price does not materially vary from its net asset value per share. This year shares traded at discount and the Company bought back 328,726 ordinary shares to manage the discount. Subscription Rights Shareholders have an annual opportunity to subscribe for ordinary shares on the basis of one new ordinary share for every ten ordinary shares held at 31 March of each year. The subscription price will be equal to the audited undiluted net asset value per share being 258.43p as at 31 March 2022. The next subscription date will be 31 March 2023. A reminder will be sent to shareholders prior to the subscription date. For and on behalf of the Board Michael Naylor Chairman 12 July 2023 Dividend Policy, Planned Life of the Company, Discount Control and Subscription Rights FOR THE YEAR ENDED 31 MARCH 2023 33 Directors Michael Naylor † (Chairman of the Board and Management Engagement Committee) Date of appointment: 3 July 2009 Is a director of SDCL Edge Corporation (SEDA: NYSE), Sun New Energy Holdings Limited, Ocior Energy and an advisory Board member of Toronto based water technology private equity fund XPV Water Partners LLC. Michael has an established track record of working within the investment management industry and is a member of the Cambridge University Institute of Sustainability Leadership Governance Board. Jaz Bains † (Senior Independent Director) Date of appointment: 4 December 2018 Is the Group Risk & Investment Director for Renewable Energy Systems (RES), which he joined in 2003. On behalf of RES he also co-manages The Renewables Infrastructure Group, which is listed on the FTSE 250. He has spent his working life in power and electricity businesses. Prior to joining RES he worked for Midlands Electricity and Cinergy Corporation. He has a BSc degree in Mathematics with Management Applications from Brunel University. Simon Baker † (Chairman of the Audit Committee) Date of appointment: 31 July 2015 Was a director and fund manager of Charities Ocial Investment Fund, Chief Executive and Chairman of Tideford Organic Foods, co-founder of Windsor Investment Management and is trustee of various charity, sports and education trusts. He was employed by Jupiter between 1994 and 2006 as director and head of the green department. Simon brings a wealth of knowledge from his investment experience which included being the lead manager of the Jupiter Ecology and Environmental Opportunities funds. Baroness Bryony Worthington † Date of appointment: 7 September 2022 (Chairman of the Nomination Committee) Is a cross party Peer in the House of Lords having spent a career working on conservation, energy and climate change issues. Prior to her appointment as a Peer in 2011, Baroness Worthington worked at Friends of the Earth on their ‘Big Ask’ campaign which successfully lobbied for the introduction of new climate change laws. She also worked for Scottish and Southern Energy advising on sustainability. While there, she was seconded to Government to work on climate communications and the design of the 2008 Climate Change Act. Between 2011 and 2015, Baroness Worthington served as Shadow Spokesperson for Energy and Climate Change and led on two Energy Bills for the Shadow Ministerial Team. From 2016 to 2019 she was the Executive Director of Environmental Defence Fund Europe. Her recent roles include co-chairing the cross party caucus Peers for the Planet and devising grant-making strategies for the Quadrature Climate Foundation and being a Trustee for WWF-UK. † Members of the Audit Committee, Management Engagement Committee and Nomination Committee. Report of the Directors & Governance JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 34 The directors present the Annual Report and Accounts of the Company for the year ended 31 March 2023. Results and Dividends The Articles of Association of the Company allow dividends to be ﬁnanced through a combination of available net income in each ﬁnancial year and the Company’s realised capital reserves and other reserves so that the Company may, at the discretion of the Board, pay all or part of any future dividends out of this, or other, distributable reserves of the Company. The ability of the Company to distribute capital as dividends is intended to allow for the implementation of the new dividend policy. The Board intends to utilize capital reserves where, without limitation, it considers it appropriate to seek to smooth the Company’s dividend yield over the short to medium term. However, the Company intends to maintain a longer term dividend that is supported by revenues arising from the investment performance of the Company. The ﬁnancial highlights of the Company are set out on page 4. In addition, results and reserve movements for the year are set out in the Statement of Comprehensive Income and Statement of Financial Position on pages 60 and 61 and the Notes to the Accounts on pages 64 to 79. No dividend will be paid for the year ended 31 March 2023. Capital Structure Ordinary shares As at 31 March 2023 the Company’s issued share capital was 33,724,958 ordinary shares of 0.1p each of which 12,617,803 were held in treasury. As a result the total voting rights as at 31 March 2023 were 21,107,155. All of the ordinary shares are fully paid and carry one vote per share. The ordinary shares are listed on the London Stock Exchange. There are no restrictions on the holding or transfer of the ordinary shares which are governed by the general provisions of the Articles of the Company. During the year under review a total of 2,567 ordinary shares were issued from treasury and 328,726 ordinary shares were repurchased for holding in treasury. The Company is not aware of any agreements between shareholders that restrict the transfer of ordinary shares. Notiﬁable Interests in the Company’s Voting Rights In accordance with the FCA’s Disclosure and Guidance Transparency Rules, the Company has been notiﬁed of the following substantial interests in the ordinary shares amounting to 3% or more of the voting rights held in the Company as at 31 March 2023. There have been no other changes notiﬁed to the Company in respect of these holdings, and no other new holdings notiﬁed, since the year end. Shareholder Ordinary shares held at 31 March 2023 % of Total voting rights at 31 March 2023 Jupiter Fund Management 3,601,023 10.68 Hargreaves Lansdown, stockbrokers (are execution only) 3,650,313 10.82 Interactive Investor Services Nominees 2,183,128 6.47 * previously disclosed by Jupiter Asset Management Limited, part of the Jupiter group of companies. Subscription Rights The Articles of Association of the Company provide for subscription rights to be embedded within the ordinary shares. Shareholders have an annual opportunity to subscribe for ordinary shares on the basis of one new ordinary share for every ten ordinary shares held at 31 March of each year. The subscription price will be equal to the audited undiluted NAV per share as shown in the published report and accounts prepared at 31 March in the previous year. The next subscription date will be 31 March 2024. The 2023 subscription rights exercise resulted in the sale and issuance of 13,639 ordinary shares from treasury. As at 4 July 2023 the issued share capital of the Company was 33,724,958 ordinary shares of which 13,043,464 were held in treasury. As a result the total voting rights were 20,681,494 as at that date. Report of the Directors FOR THE YEAR ENDED 31 MARCH 2023 35 Repurchase of Shares Authority to Repurchase Shares At the AGM held on 7 September 2022 shareholders renewed the authority to buy back the Company’s ordinary shares for cancellation or holding in treasury. The Board are seeking to renew the Company’s buy- back powers at the forthcoming AGM. It is believed that these provisions provide a valuable tool in the management of the Company’s share value against net asset value. The current authority allows the Company to purchase up to 14.99% of the issued ordinary shares. Purchases would be made at the discretion of the Board and within guidelines set from time to time. Under the Listing Rules and the buy-back and stabilisation regulation the maximum price for such a buy-back cannot be more than the higher of (i) 105% of the average middle market price for the ﬁve days immediately preceding the date of repurchase; and (ii) the higher of the price of the last independent trade and the highest current independent bid. Treasury Shares The Board believes that the eective use of treasury shares can assist the Company in improving liquidity in the Company’s ordinary shares, managing any imbalance between supply and demand and minimizing the volatility of the discount at which the ordinary shares trade to their net asset value for the beneﬁt of shareholders. It is believed that this facility gives the Company the ability to sell ordinary shares held in treasury quickly and cost eectively, and provides the Company with additional ﬂexibility in the management of the capital base. The Board shall have regard to current market practice for the reissue of treasury shares by investment trusts and the recommendations of the Investment Adviser. The Board will make an announcement of any change in its policy for the reissue of ordinary shares from treasury via a Regulatory Information Service approved by the FCA. The Board’s current policy is that any ordinary shares held in treasury will not be resold by the Company at a discount to the Investment Adviser’s estimate of the presiding net asset value per ordinary share as at the date of issue. Directors The directors of the Company and their biographies can be found on page 33. Baroness Bryony Worthington was appointed on 7 September 2022 following the resignation of Dame Polly Courtice on the same date. All other directors held oce throughout the year under review. In March 2020 Jaz Bains was appointed the additional role of Senior Independent Director. The Senior Independent Director serves as a sounding Board for the Chairman and acts as an intermediary for other directors and shareholders. The SID is responsible for:  working closely with and supporting the Chairman;  leading the annual assessment of the performance of the Chairman;  holding meetings with the other directors without the Chairman being present, when required;  carrying out succession planning for the Chairman’s role;  working with the Chairman, other directors and shareholders to resolve major issues; and  being available to shareholders and other directors to address any concerns or issues they feel have not been adequately dealt with through the usual channels of communication (i.e. through the Chairman). Directors’ Remuneration and Interests The Directors’ Remuneration Report and Policy on pages 46 to 48 provides information on the remuneration and shareholdings of the directors. Powers of the Board Subject to the provisions of the Companies Act 2006, the Memorandum and the Articles and to any directions given by special resolution, the business of the Company shall be managed by the directors who may exercise all the powers of the Company. These include the powers to act as the Company’s agents, to cause the Company to enter into valid contracts, to borrow and give security, and determine terms and conditions under which the Company’s shares are issued and repurchased. Report of the Directors (continued) Report of the Directors (continued) JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 36 Conﬂicts of Interest Each director has a statutory duty to avoid a situation where they have or might have a direct or indirect interest which conﬂicts or might conﬂict with the interests of the Company, unless, in terms of the Articles of Association, the relevant conﬂict or potential conﬂict has been authorised by the Board. The directors have declared all potential conﬂicts of interest with the Company. The register of potential conﬂicts of interest is kept at the registered oce of the Company. It is reviewed regularly by the Board and all directors will advise the company secretary as soon as they become aware of any potential conﬂicts of interest. Directors who have potential conﬂicts of interest will not take part in any discussions which relate to any of their potential conﬂicts. Directors’ and ocers’ liability insurance During the year under review the Company purchased and maintained liability insurance for its directors and ocers as permitted by Section 233 of the Companies Act 2006. Directors and Company secretary indemniﬁcation The Company has indemniﬁed its directors and Company secretary in respect of their duties as directors and ocers of the Company, certain civil claims brought by third-parties and associated legal costs to the extent that they are permitted by the Companies (Audit, Investigations and Community Enterprise) Act 2004. Management of the Company JUTM was appointed as AIFM to the Company on 22 July 2014. JUTM subsequently delegated the portfolio management of the Company to JAM. JUTM and JAM are wholly owned subsidiaries of Jupiter Fund Management PLC. Further details of the Company’s arrangement with JUTM and JAM can be found in Note 22 to the Accounts on page 79. The directors have reviewed the performance and terms of appointment of JUTM as the Company’s AIFM. A summary of the terms of the appointment including the notice of termination period and annual fee is set out in Note 22 to the Accounts on page 79. The directors believe that it is in the best interests of all shareholders for the Company to continue the appointment of the Investment Adviser on its existing terms of appointment, having reviewed the Company secretarial, accounting, fund management and other services provided by Jupiter and having regard to the Company’s performance against its benchmark index during the year under review. The directors are of the view that the portfolio should remain under the Investment Adviser’s stewardship. Going Concern The ﬁnancial statements have been prepared on a going concern basis. In considering this, the Directors took into account the Company’s investment objective, risk management policies and capital management policies, the diversiﬁed portfolio of readily realisable securities which can be used to meet short-term funding commitments and the ability of the Company to meet all of its liabilities and ongoing expenses. In determining the appropriateness of the going concern basis, the Directors considered the operational resilience and ongoing viability of the Investment Adviser and other key third-party suppliers. The Directors were satisﬁed that all key third-party suppliers continued to operate under business as usual functionality and that regular monitoring of these measures was in place. In assessing the viability of the Company, the Directors focused on: whether the Company’s strategic and investment objectives continue to be achievable in the current economic climate; the size threshold below which the Company would be considered uneconomic or unviable; and the Company’s performance and attractiveness to investors in the current environment. The directors consider that this is the appropriate basis as they have a reasonable expectation that the Company has adequate resources to continue in operational existence in line with revenue forecast to 31 July 2024. The directors continue to adopt the going concern basis of accounting in preparing the ﬁnancial statements while recognising that the Articles of the Company require a continuation vote at every third AGM, including this year’s AGM scheduled to be held Report of the Directors (continued) FOR THE YEAR ENDED 31 MARCH 2023 37 on 14 September 2023. The investment adviser and the Company’s brokers engage with shareholders on an ongoing basis and the Board, having taken into account the composition of shareholders of the Company, the results of previous continuation votes and the ongoing demand for shares in the Company, considers it to be likely, at this juncture, that the Company’s continuation vote by shareholders at this year’s AGM will be passed. ISA Qualiﬁcation The Company currently manages its aairs so as to be a qualifying investment trust under the Individual Saving Account (ISA) rules. As a result, under current UK legislation, the ordinary shares qualify for investment via the stocks and shares component of an ISA up to the full annual subscription limit, currently £20,000 (2023/24) in each tax year. It is the present intention that the Company will conduct its aairs so as to continue to qualify for ISA products. Bribery Prevention Policy The provision of bribes of any nature to third- parties in order to gain a commercial advantage is prohibited and is a criminal oence. The Board takes its responsibility to prevent bribery by Jupiter on its behalf very seriously. To aid the prevention of bribery being committed for the beneﬁt of the Company; Jupiter has adopted a Bribery Prevention Policy. Jupiter will advise the Board of any changes to the policy. Internal Controls In accordance with the AIC Code, the Board is responsible for monitoring the Company’s risk management and internal control systems and reviewing their eectiveness, at least annually, and report on that review in the Company’s annual report. Internal control systems are designed to meet the particular requirements of the Company and to manage rather than eliminate the risks of failure to achieve its objectives. The systems by their very nature can provide reasonable but not absolute assurance against material misstatement or loss. The Board has reviewed the eectiveness of the Company’s internal control systems including the ﬁnancial, operational and compliance controls and risk management. These systems have been in place for the period under review and to the date of signing the accounts. The Company receives services from JAM and JPMCB relating to investment advice, global custody and certain administration activities. JPMEL was appointed as depository to the Company with eect from 22 July 2014. Documented contractual arrangements are in place with JAM, JPMCB and JPMEL which deﬁne the areas where the Company has delegated authority to them. The directors have considered the reports on the internal control objectives and procedures of JAM and J.P. Morgan together with the opinion of the service auditor for these reports which detail the measures and the testing of the measures which are in place to ensure the proper recording, valuation, physical security and protection from theft of the Company’s investments and assets and the controls which have been established to ensure compliance with all regulatory, statutory and ﬁscal obligations of the Company. The directors have also had regard to the procedures for safeguarding the integrity of the computer systems operated by Jupiter, JPMBC and JPMEL and the key business disaster recovery plans. By way of the procedures described above the Board reviews the procedures in place to manage the risks to the Company on an annual basis. The Company does not have an internal audit function. The Audit Committee considers whether there is a need for an internal audit function on an annual basis. As most of the Company’s functions are delegated to third-party suppliers the Board does not consider it necessary for the Company to establish its own internal audit function. JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 38 UK Stewardship Code and the Exercise of Voting Powers The Company’s Investment Adviser is responsible for voting the shares it holds on the Company’s behalf. The Investment Adviser supports the UK Stewardship Code as issued by the FRC, which sets out the responsibilities of institutional shareholders in respect of monitoring and engaging with investee companies. The Investment Adviser’s UK voting policies are consistent with the UK Stewardship Code. The Investment Adviser’s Corporate Governance & Voting Policy can be found at www.jupiteram.com. The Board and the Investment Adviser believe that shareholders have a vital role in encouraging a higher level of corporate performance and therefore adopt a positive approach to corporate governance. The Investment Adviser aims to act in the best interests of all its stakeholders by engaging with companies that they invest in, and by exercising its voting rights with care. Not only is this commensurate with good market practice, it goes hand in hand with ensuring the responsible investment of its clients’ funds. Equally, companies are asked to present their plans for maintaining social and environmental sustainability within their business. The Board and the Investment Adviser believe that institutional investors should exercise their corporate governance rights including voting at general meetings. In order to assist in the assessment of corporate governance and sustainability issues and contribute to a balanced view, the Investment Adviser subscribes to external corporate governance and sustainability research providers but does not routinely follow their voting recommendations. Contentious issues are identiﬁed and, where necessary (and where timescales permit), are discussed with corporate governance and/or sustainability analysts and portfolio managers, and companies. The Investment Adviser ensures that its policy is voted in practice and timely voting decisions made. From time to time resolutions will be brought to annual general meetings by third-parties encouraging companies to address speciﬁc environmental and/or social concerns. In such instances, Jupiter’s corporate governance and sustainability analysts will discuss their views with the Investment Adviser and the Company if appropriate. The Investment Adviser will then vote for what it considers to be in the best ﬁnancial interests of shareholders, whilst having regard to any speciﬁc sustainability concerns unless otherwise directed. Common Reporting Standards With eect from 1 January 2016, The Organisation for Economic Co-operation and Development (‘OECD’) introduced new Regulations for Automatic Exchange of Financial Account Information (the Common Reporting Standard, ‘CRS’). HMRC enacted the CRS in the UK through The International Tax Compliance Regulations 2015. These regulations require all ﬁnancial institutions to share certain information on overseas shareholders with HMRC; this scope includes an obligation for investment trust companies which had previously had no such reportable accounts under the UK FATCA regulations. Accordingly, the Company will be required to provide information to HMRC on the tax residencies of a number of non-UK based certiﬁcated shareholders and corporate entities on an annual basis. HMRC will in turn exchange this information with tax authorities in the country in which the shareholder may be resident for taxation purposes. HMRC has advised that the Company will not be required to provide such information on uncertiﬁed holdings held through CREST. The Company has engaged Link Group to provide such information on certiﬁcated holdings to HMRC on an ongoing basis. Annual General Meeting This year’s AGM will be held on Wednesday, 14 September 2023 at 11.00 a.m. at the oces of Jupiter Asset Management Limited, The Zig Zag Building, 70 Victoria Street, London SWIE 6SQ. Report of the Directors (continued) FOR THE YEAR ENDED 31 MARCH 2023 39 Please refer to the Notice on page 90 for full details on how to attend the meeting, how to vote and how to communicate any questions in advance of, or at, at the meeting. In addition to the ordinary business to be conducted at the meeting, the following resolutions will be proposed. Resolution 9: Authority to allot (ordinary resolution) Resolution 9 seeks authority for the directors to allot ordinary shares up to an aggregate nominal amount of approximately £6,894. This authority will represent one third of the Company’s issued share capital as at 4 July 2023 (excluding treasury shares). This authority will expire at the conclusion of the Company’s AGM in 2024 and it is the intention of the directors to seek renewal of this authority at that AGM. The Board will only use this authority to allot ordinary shares where it believes that it is in the best interests of the Company to issue shares for cash. Resolution 10: Continuation vote In accordance with the Articles, the directors are required to propose an ordinary resolution at the forthcoming AGM (and at every third annual general meeting thereafter) that the Company shall continue in being as an investment trust. Accordingly, the directors are proposing Resolution 10, which will be proposed as an ordinary resolution. Resolution 11: Disapplication of pre-emption rights (special resolution) The directors may only allot shares for cash or sell shares held in treasury, other than by way of oer to all existing shareholders pro rata to their shareholdings if they are authorised to do so by the shareholders in general meeting. This resolution seeks authority for the directors to allot shares for cash or sell ordinary shares held in treasury without ﬁrst oering them to existing shareholders up to a nominal amount of £206,815. This sum represents 20,681,494 ordinary shares of 0.1p each, being equivalent to approximately 10% of the current issued share capital as at 4 July 2023 (excluding treasury shares). The directors will only use this authority in circumstances where they consider it is in the best interests of the Company. Shares will only be issued at a premium to NAV at the time of issue. Resolution 12: Authority to buy back shares (special resolution) Resolution 12 is seeking to renew authority to purchase through the London Stock Exchange ordinary shares representing 14.99% of the issued share capital of the Company. The decision as to whether the Company purchases any such shares will be at the discretion of the directors. Purchases of ordinary shares will be made within the guidelines permitted by the UK Listing Authority. Any ordinary shares which are repurchased may be held in treasury. These shares may subsequently be cancelled or issued for cash at a premium to their net asset value at the time of sale. Resolution 13: Notice of General Meetings (special resolution) Resolution 13 is required to reﬂect the Shareholders Rights Directive (the ‘Directive’). The Directive has increased the notice period for general meetings of the Company to 21 days. If resolution 13 is passed the Company will be able to call all general meetings, (other than annual general meetings), on 14 clear days’ notice. In order to be able to do so shareholders must have approved the calling of meetings on 14 clear days’ notice. Resolution 13 seeks such renewal of the equivalent approval given at the 2022 AGM. The approval will be eective until the Company’s next AGM, when it is intended that a similar resolution will be proposed. The Company will also need to meet the requirements for electronic voting under the directive before it can call a general meeting on 14 clear days’ notice. JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 40 Recommendation The Board considers that the passing of the resolutions being put to the Company’s AGM would be in the best interests of the Company and its shareholders as a whole. It therefore recommends that shareholders vote in favour of resolutions 1 to 13, as set out in the Notice of Annual General Meeting. By order of the Board Jupiter Asset Management Limited Company Secretary 12 July 2023 Report of the Directors (continued) FOR THE YEAR ENDED 31 MARCH 2023 41 Corporate Governance Compliance Statement This statement, together with the Statement of Directors’ Responsibilities on page 49 and the statement of Internal Controls on page 37, indicates how the Company has complied with the recommendations of the AIC Code as issued in February 2019. The AIC Code addresses the Principles and Provisions set out in the UK Corporate Governance Code (the UK Code as issued by the Financial Reporting Council (‘FRC’)), as well as setting out additional Provisions on issues that are of speciﬁc relevance to the Company. The Board considers that reporting against the Principles and Provisions of the AIC Code, which has been endorsed by the FRC provides more relevant information to shareholders. The Company has complied with the provisions of the AIC Code, and it also complies with all UK Code provisions with the exception of:  The tenure of the Chairman;  The role of the chief executive; and  Executive director’s remuneration  The inclusion of the Chair as part of the Audit Committee In 2022, the Board decided that Michael Naylor should continue as Chairman of the Company for another 5 years. Although this exceeds the usual time that a director is appointed to an Investment Trust the Directors unanimously agreed that he remains independent of mind. With the exception of the ﬁrst and fourth bullet points, the Board considers these provisions not relevant to the position of the Company being an externally managed investment Company with no employees. The Company has not therefore reported further in respect of these provisions. With regards to the Audit Committee all Directors are members due to the Board’s small size. The AIC Code is available on the AIC website (www.theaic.co.uk). It includes an explanation of how the AIC Code adapts the Principles and Provisions set out in the UK Code to make them relevant for investment companies. A description of the main features of the Company’s internal control and risk management functions can be found on pages 37 and 22 of this report. The Board Role of the Board The Board receives monthly reports and meets at least quarterly to review the overall business of the Company and to consider matters speciﬁcally reserved for its review. At these meetings the Board monitors the investment performance of the Company. The directors also review the Company’s activities every quarter to ensure that it adheres to its investment policy or, if appropriate, to make any changes to that policy. Additional ad hoc reports are received as required and directors have access at all times to the advice and services of the company secretary, who is responsible for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. The Board has adopted a schedule of items speciﬁcally reserved for its decision. A procedure has been adopted for the directors, in the furtherance of their duties, to take independent professional advice at the expense of the Company. Composition As at 31 March 2023 the Board comprised four non- executive directors comprising three males and one female, all of whom are independent of the Investment Adviser. All directors are required to disclose the existence of conﬂicts of interest at each Board meeting. Michael Naylor is Chairman of the Board. The Chairman is independent of the Investment Adviser. The Chairman has no conﬂicts of interest between his interests and those of shareholders – the Chairman is also a shareholder. Potential conﬂicts are reported to the rest of the Board who consider such conﬂicts and where appropriate approve them. The Chairman is not, and has never been, an employee of the Investment Adviser nor a professional adviser to the Investment Adviser or the Company. Corporate Governance JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 42 The Chairman does not serve as a director of any other investment companies managed by Jupiter. Tenure and succession planning The Board is mindful of the AIC and UK Corporate Governance Codes in relation to the tenure of directors (including the Chairman) however it is the Board’s policy that it does not consider it appropriate that directors should be appointed for a speciﬁc term. The Nomination Committee undertakes an annual evaluation of the composition of the Board and its committees taking into account the requirements of the AIC Code. Appropriate recommendations will then be made to the Board in respect of the need to refresh the composition of the Board and its committees. As part of its annual evaluation process, and in accordance with good corporate governance practice, the Board considers the length of tenure of all directors. In 2022, the Board decided that Michael Naylor should continue as Chairman of the Company for another 5 years. Although this exceeds the usual time that a director is appointed to an Investment Trust he remains independent of mind and given his skills, experience and knowledge of the Company the directors unanimously opined that he still had more to oer. Simon Baker was appointed to the Board on 31 July 2015. The Annual General Meeting in September 2023 represents the eighth anniversary of his appointment. The Nomination Committee met on 4 July 2023 and concluded that although exceeding the usual tenure for a Director to be appointed to an investment trust his passion and dedication to the Company would be a beneﬁt over the next 3 years. Furthermore, the Directors noted that Simon Baker remained independent of mind and able to provide the appropriate level of challenge to portfolio managers. Diversity It is seen as a prerequisite that each member of the Board must have the skills, experience and character that will enable them to contribute to the eectiveness of the Board and the success of the Company. Subject to that overriding principle, diversity of experience and approach, including gender diversity, amongst Board members is of great value, and it is the Board’s policy to give careful consideration to overall Board balance and diversity when considering the tenure of directors, in any decisions to refresh the Board and in making new appointments to the Board. In 2022, the FCA published new rules to encourage companies to be more transparent about the ethnic and gender diversity of their Boards. As at 31 March 2023 the Board consisted of three male and one female director, with one of them also being ethnically diverse. The Board does not currently comply with the guideline of women being 40% of Directors, or for a woman to have a senior position. This is due to its small size and also the relatively recent appointment of Dame Bryony Worthington, however, these aspects are kept in mind when the Directors consider any changes to the composition of the Board. Board Members Gender Ethnicity Female Male White British Asian/Asian British % of Board 25% 75% 75% 25% Re-election of directors It is the Company’s policy for all Directors to stand for re-election annually, as recommended by the AIC Code. The Board, having considered the individual contribution and skills of each of its members, is recommending that all Directors be re-elected, at the forthcoming AGM. Induction and Training The Company secretary provides directors with induction training on appointment. Although no formal training in corporate governance is given to directors, the directors are kept up-to-date on statutory, regulatory and corporate governance issues through bulletins and training materials provided from time to time by the Company secretary. Corporate Governance (continued) FOR THE YEAR ENDED 31 MARCH 2023 43 Directors are also encouraged to attend industry events including those speciﬁc to investment trusts. Performance Evaluation The Board has not arranged an externally facilitated evaluation during this period, although this is considered by the Board on a regular basis. The independent non-executive directors undertake on, an annual basis, an appraisal in relation to their oversight and monitoring of the performance of the investment adviser and other key service providers. In addition the directors undertake, on an annual basis, a written assessment of the evaluation of the Board, its committees and individual Directors by completion of a formal evaluation questionnaire. The SID also leads a formal evaluation of the performance of the Chairman. Board Committees Audit Committee The Board has established an Audit Committee which, given the size of the Board, consists of the entire Board. Simon Baker is Chairman of the Audit Committee. The Report of the Audit Committee can be found on page 44. Management Engagement Committee The Board has established a Management Engagement Committee which consists of the entire Board. Michael Naylor is Chairman of the Management Engagement Committee. The function of this Committee is to ensure that the Investment Adviser complies with the terms of the investment management agreement and that the provisions of the investment management agreement follow industry practice and remain competitive and in the best interests of shareholders. Nomination Committee The Board has established a Nomination Committee which, given the size of the Board, consists of the entire Board. Baroness Bryony Worthington was appointed as the Chairman of the Nomination Committee with eect from 7 September 2022. The function of this Committee is to evaluate the appointment of additional or replacement directors against the requirements of the Company’s business and the need to have a balanced Board. The Nomination Committee considers job speciﬁcations and assesses whether candidates have the necessary skills and time available to devote to the Company’s business. All newly appointed directors receive any necessary training and induction. Following due consideration and taking into account the size, nature and complexity of the Company, the Board has determined that it will not establish a Remuneration Committee at this time; this function is performed by the Board. Terms of Reference of all Board committees are published on the Company’s website www.jupiteram. com/JGC. Directors’ Attendance at Meetings Board Audit Committee Management Engagement Committee Nomination Committee M Naylor 4/4 2/2 1/1 1/1 S Baker 4/4 2/2 1/1 1/1 J Bains 4/4 2/2 1/1 1/1 Dame P Courtice 3/4 1/2 1/1 1/1 Baroness Bryony Worthington 3/4 1/2 0/1 0/1 * Resigned 7 September 2022. ** Appointed 7 September 2022. For and on behalf of the Board Michael Naylor Chairman 12 July 2023 JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 44 The Audit Committee meets at least annually to consider the ﬁnancial reporting by the Company, the internal controls and relations with the Company’s external auditors. In addition, it reviews the independence and objectivity of the auditors and the eectiveness of the audit process, the quality of the audit engagement partner and the audit team and consider the reappointment of the auditors. It will also provide an opinion as to whether the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s performance, business model and strategy. During the course of the year, representatives of the AIFM, Investment Adviser and other third-party service providers are invited to attend meetings of the committee to report on issues as required. The Company does not have an internal audit function as most of its day to day operations are delegated to professional third-parties. The committee also reviews the Company’s compliance with the AIC Code. Composition The Audit Committee consists of the entire Board. Simon Baker is Chairman of the Audit Committee. All the committee members are independent non- executive directors. The Committee has direct access to Ernst & Young LLP (‘EY’), the Heads of Internal Audit, Risk and Compliance of the Investment Adviser and to its group audit committee and reports its ﬁndings to the Board. The Board retains ultimate responsibility for all aspects relating to external ﬁnancial statements and other signiﬁcant published ﬁnancial information. Independent Auditors and Audit The Company’s current independent auditor EY, was appointed by the Board on 4 September 2018. As part of its review of the continuing appointment of the auditor, the Audit Committee considers the length of tenure of the audit ﬁrm, review of the results of the FRC’s report on ﬁndings from review of audit quality, its fees and independence from the AIFM, the Investment Adviser along with any matters raised during each audit. The fees paid to EY in respect of audit services are disclosed in Note 5 of the notes to the accounts on page 67. The Company’s year ended 31 March 2023 is the current audit partner’s ﬁrst of a ﬁve year maximum term. Signiﬁcant Accounting Matters During its review of the Company’s accounts for the year ended 31 March 2023, the Audit Committee considered the following signiﬁcant issues, including the consideration of principal and emerging risks and uncertainties in light of the Company’s activities, COVID-19 and issues communicated by the auditors during their review, all of which were satisfactorily addressed: Issue considered How the issue was addressed  Valuation of the investment portfolio  Review of reports from the Investment Adviser and custodian  Receipt of dividend income  Review of income received as detailed in the monthly revenue forecast report from the Investment Adviser. Special dividends received are assessed as a repayment of capital or as revenue depending on the facts of each particular case  Compliance with section 1158 of the Corporation Tax Act 2010  Review of portfolio holdings reports and revenue forecasts to ensure compliance criteria is met  Calculation of management fees  Consideration of methodology used to calculate fees, matched against the criteria set out in the investment management agreement  Statement of going concern  Review of the investment portfolio, risks and uncertainties, projected cash ﬂow and forecast revenue Report of the Audit Committee FOR THE YEAR ENDED 31 MARCH 2023 45 Auditor Eectiveness & Independence Auditor eectiveness is assessed by means of the auditors’ direct engagement with the committee at Audit Committee meetings and also by reference to feedback from the AIFM. Investment Adviser and its employees who have direct dealings with the auditors during the annual audit of the Company. The Audit Committee concluded that the auditors continue to be independent of the Company and the Investment Adviser and that their reappointment be proposed at the 2023 Annual General Meeting. Non-Audit Services The revised FRC Ethical Standard, eective from 15 March 2020, limits the non-audit services that can be provided by the Auditors. The Committee ensures the Auditors’ objectivity and independence are safeguarded by adopting a policy that all non-audit services are subject to its approval. No fee for such services was payable to the Auditors for the year under review and no services were undertaken (2022: £Nil). Statement in Respect of the Annual Report & Accounts Having taken all available information into consideration, and having discussed the content of the Annual Report & Accounts with the AIFM, Investment Adviser, Company secretary and other third-party service providers, the Audit Committee has concluded that the Annual Report & Accounts for the year ended 31 March 2023, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position, income and performance, business model and strategy, and has reported on these ﬁndings to the Board. For and on behalf of the Audit Committee. Simon Baker Chairman of the Audit Committee 12 July 2023 Report of the Audit Committee (continued) Report of the Audit Committee (continued) JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 46 Introduction The Board is pleased to present the Company’s annual remuneration report for the year ended 31 March 2023 in accordance with Schedule 8 of The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) regulations 2013. The law requires the Company’s auditors to audit certain of the disclosures provided. Where disclosures have been audited, they are indicated as such. The independent auditors’ opinion is included in their report on pages 51 to 59. Statement by the Chairman The Board’s policy on remuneration is set out below. It must be noted that it is essential that fees payable to directors should reﬂect the time spent on the Company’s aairs. They should also be competitive enough to attract and retain highly skilled individuals who possess the requisite knowledge and experience for the position. The directors of the Company are non-executive and by way of remuneration receive an annual fee, payable quarterly in arrears. During the year to 31 March 2023, directors’ fees were as follows: Chairman of the Board £30,000 Chairman of the Audit Committee £27,000 Director £25,000 Details of the total emoluments paid to directors for the years ended 31 March 2022 and 31 March 2023 are provided in the Annual Report on Remuneration. The Company does not award any other remuneration or beneﬁts to the Chairman or directors. There are no bonus schemes, pension schemes, or long-term incentive schemes in place for the directors. Directors’ Remuneration Policy The remuneration policy of the Company was approved by shareholders at the AGM held on 1 September 2021. At that meeting 99.78% of votes received were in favour, 0.21% were against and 2,017 votes were withheld. The current remuneration policy as set out below will apply until 1 September 2024 (being three years from the date of shareholder approval of the policy) unless renewed, varied or revoked by shareholders at a general meeting. In accordance with Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, the directors are required to propose a remuneration policy to shareholders that will remain in place for a maximum of three years. The Company’s remuneration policy is that fees payable to directors are commensurate with the amount of time directors are expected to spend on the Company’s aairs, whilst seeking to ensure that fees are set at an appropriate level so as to enable candidates of a sucient calibre to be recruited. The Company’s Articles states the maximum aggregate amount of fees that can be paid to directors in any one year. This is currently set at £150,000 per annum and shareholder approval is required for any changes to this. Each director is entitled to a base fee; the Chairman of the Board is paid a higher fee than the other directors, to reﬂect the additional work required to be carried out in this role. The Chairman of the Audit Committee receives a higher fee on the same basis. The Board has not established a Remuneration Committee and any review of the directors’ fees is undertaken by the Board as whole and has regard to the level of fees paid to non-executive directors of other investment companies of equivalent size. Directors’ Service Contracts No director has a contract of service with the Company. Accordingly, the directors are not entitled to any compensation in the event of termination of their appointment or loss of oce, other than the payment of any outstanding fees. The Board is authorised to obtain, at the Company’s expense, outside legal or other professional advice on any matters within its Terms of Reference. The Board did not seek external advice during the year under review. Directors’ Remuneration Report and Policy FOR THE YEAR ENDED 31 MARCH 2023 47 The Board does not consider it appropriate that directors should be appointed for a speciﬁc term. All directors are subject to annual re-election. Any new director appointed would be subject to election by shareholders at the next AGM following their appointment. The terms and conditions of directors’ appointments are set out in formal letters of appointment. Director Date of Appointment Due date for Re-election Michael Naylor 3 July 2009 Annually Simon Baker 31 July 2015 Annually Jaz Bains 4 December 2018 Annually Bryony Worthington 7 September 2022 Annually Annual Report on Remuneration (audited) A single ﬁgure for the total remuneration of each director is set out in the table below for the year ended 31 March 2023 and 31 March 2022 respectively: Director Fees £ Taxable Expenses £ Total remuneration for the year ended 31 March 2023 £ Fees £ Taxable Expenses £ Total remuneration for the year ended 31 March 2022 £ Michael Naylor 1 30,000 – 30,000 30,000 – 30,000 Simon Baker 2 27,000 – 27,000 27,000 – 27,000 Jaz Bains 25,000 – 25,000 25,000 – 25,000 Bryony Worthington 3 14,080 – 14,080 – – – Dame Polly Courtice 4 10,920 – 10,920 25,000 – 25,000 Total 107,000 – 107,000 107,000 – 107,000 1 Chairman of the Board. 2 Chairman of the Audit Committee. 3 Appointed 7 September 2022. 4 Resigned 7 September 2022. Annual percentage change in remuneration of directors The table to the right is a disclosure under The Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019 and sets out the annual percentage change in each director’s remuneration received in the ﬁnancial year ended 31 March 2023 compared to the ﬁnancial year ended 31 March 2022. Director 2023 Total fees % change 2022 Total fees % change 2021 Total fees % change Michael Naylor – – – Simon Baker – – – Jaz Bains – – – Bryony Worthington 100 – – Polly Courtice (56) – – Statement of voting at the last AGM The following sets out the votes received at the AGM of the shareholders of the Company, held on 7 September 2022, in respect of the approval of the Directors’ Remuneration Report. Votes cast for Votes cast against Total votes cast Number of votes withheldNumber % Number % 1,277,703 98.42 20,534 1.58 1,314,888 16,651 JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 48 Directors’ Interests The directors who held oce at the end of the year covered by these accounts and their beneﬁcial interests in the ordinary shares at 31 March 2023 are shown in the table below. Directors’ interest in ordinary shares (audited) 31 March 2023 31 March 2022 Michael Naylor 18,070 18,070 Simon Baker 14,075 9,075 Jaz Bains 2,000 2,000 Bryony Worthington 2,498 – There has been no change since the year-end. There are no requirements for directors to own shares. All such holdings are subject to the disclosure obligations set out in the Listing Rules of the UK Listing Authority. The directors’ interests in contractual arrangements with the Company are as detailed in note 22 to the Accounts on page 79. Subject to these exceptions, no director was a party to or had any interest in any contract or arrangement with the Company at any time during the year or subsequently. Performance to 31 March 2023 The graph below shows the Company’s share price performance compared with the movement of the MSCI World Small Cap Index, expressed in sterling. 10 Year performance graph On behalf of the Board and in accordance with Part 2 of Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, I conﬁrm that the Directors’ Remuneration Report and Policy summarises, for the year ended 31 March 2023, the review undertaken and the decisions made regarding the fees paid to the Board, and the future remuneration policy of the Company which is to be approved by shareholders. By order of the Board Michael Naylor Chairman 12 July 2023 01/03/2013 01/07/2013 01/11/2013 01/03/2014 01/07/2014 01/11/2014 01/03/2015 01/07/2015 01/11/2015 01/03/2016 01/07/2016 01/11/2016 01/03/2017 01/07/2017 01/11/2017 01/03/2018 01/07/2018 01/11/2018 01/03/2019 01/07/2019 01/11/2019 01/03/2020 01/07/2020 01/11/2020 01/03/2021 01/07/2021 01/11/2021 01/03/2022 01/07/2022 01/11/2022 01/03/2023 Green IT NAV Green IT Composite Benchmark Green IT Share Price -50 0 50 100 150 200 250 300 350 400 Directors’ Remuneration Report and Policy (continued) FOR THE YEAR ENDED 31 MARCH 2023 49 The Directors are responsible for preparing the Annual Report and ﬁnancial statements in accordance with UK adopted International Accounting standards. 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 aairs of the Company and of the return or loss of the Company for that period. In preparing those ﬁnancial statements, the Directors are required to: (a) select suitable accounting policies in accordance with UK adopted International Accounting standards 8 Accounting Policies, Changes in Accounting Estimates and Errors and then apply them consistently; (b) present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; (c) provide additional disclosures when compliance with the speciﬁc requirements in UK adopted International Accounting standards is insucient to enable users to understand the impact of particular transactions, other events and conditions on the entity’s ﬁnancial position and ﬁnancial performance; (d) state that the Company has complied with UK adopted International Accounting standards subject to any material departures disclosed and explained in the ﬁnancial statements; and (e) make judgements and estimates that are reasonable and prudent. The Directors are responsible for the maintenance and integrity of the corporate and ﬁnancial information included on the Company’s website www.jupiteram.com/JGC. The work carried out by the auditors does not include consideration of the maintenance and integrity of the website and accordingly the auditors accept no responsibility for any changes that have occurred to the ﬁnancial statements when they are presented on the website. The ﬁnancial statements are published on www.jupiteram.com/JGC, which is a website maintained by Jupiter Asset Management Limited. Visitors to the website need to be aware that legislation in the United Kingdom governing the preparation and dissemination of ﬁnancial statements may dier from legislation in other jurisdictions. The Directors are responsible for keeping adequate accounting records that are sucient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the ﬁnancial position of the Company and enable them to ensure that the ﬁnancial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report and Statement of Corporate Governance that comply with that law and those regulations. Each of the Directors, who are listed on page 33 of this report, conﬁrm to the best of their knowledge that: (a) the ﬁnancial statements, prepared in accordance with UK adopted International Accounting standards, give a true and fair view of the assets, liabilities, ﬁnancial position and proﬁt or loss of the Company; (b) the report includes a fair view of the development and performance of the business and the position of the Company together with a description of the principal and emerging risks and uncertainties that the Company faces; and (c) in their opinion, the Annual Report and Accounts taken as a whole, is fair, balanced and understandable and it provides the information necessary to assess the Company’s performance, business model and strategy. Statement of Directors’ Responsibilities JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 50 So far as each Director is aware at the time the report is approved: (a) there is no relevant audit information of which the Company’s Auditors are unaware; and (b) the Directors have taken all steps required of a Company director to make themselves aware of any relevant audit information and to establish that the Company’s Auditors are aware of that information. By order of the Board Michael Naylor Chairman 12 July 2023 Statement of Directors’ Responsibilities (continued) Statement of Directors’ Responsibilities (continued) FOR THE YEAR ENDED 31 MARCH 2023 51 To the Members of Jupiter Green Investment Trust PLC Opinion We have audited the ﬁnancial statements of Jupiter Green Investment Trust plc for the year ended 31 March 2023 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes 1 to 24, including a summary of signiﬁcant accounting policies. The ﬁnancial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards. In our opinion, the ﬁnancial statements:  give a true and fair view of the company’s aairs as at 31 March 2023 and of its loss for the year then ended;  have been properly prepared in accordance with UK adopted international accounting standards; and  have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the ﬁnancial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the ﬁnancial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulﬁlled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sucient and appropriate to provide a basis for our opinion. 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:  We conﬁrmed our understanding of the Company’s going concern assessment process and engaged with the Directors and the Company Secretary to determine if all key factors that we have become aware of were considered in their assessment.  We inspected the Directors’ assessment of going concern, including the revenue forecast, for the period to 31 July 2024 which is at least twelve months from the date the ﬁnancial statements were authorised for issue. In preparing the revenue forecast, the Company has concluded that it is able to continue to meet its ongoing costs as they fall due.  We reviewed the factors and assumptions, including the impact of the current economic environment as applied to the revenue forecast and the liquidity assessment of the investments. We considered the appropriateness of the methods used to calculate the revenue forecast and the liquidity assessment and determined, through testing of the methodology and calculations, that the methods, inputs and assumptions utilised were appropriate to be able to make an assessment for the Company.  Assessed the risk of breaching the debt covenants as a result of a reduction in the value of the Company’s portfolio. We calculated the Company’s compliance with debt covenants, and we performed reverse stress testing in order to identify what factors would lead to the Company breaching the ﬁnancial covenants. Independent Auditors’ Report JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 52  We considered the mitigating factors included in the revenue forecasts and covenant calculations that are within the control of the Company. We reviewed the Company’s assessment of the liquidity of the investments held and evaluated the Company’s ability to sell those investments in order to cover working capital requirements should revenue decline signiﬁcantly.  In respect of the continuation vote to be held at the AGM in 2023, we reviewed analysis of the shareholder base; voting results of previous AGMs to establish voting patterns; and obtained views from the Company’s shareholders and brokers on their assessment of expected voting intentions, to ascertain the likely outcome of the vote.  We reviewed the Company’s going concern disclosures included in the annual report in order to assess whether the disclosures were appropriate and in conformity with the reporting standards. Based on the work we have performed, we have not identiﬁed any material uncertainties relating to events or conditions that, individually or collectively, may cast signiﬁcant doubt on the company’s ability to continue as a going concern for a period to 31 July 2024. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company’s ability to continue as a going concern. Overview of our audit approach Key audit matters  Risk of incomplete or inaccurate revenue recognition, including the classiﬁcation of special dividends as revenue or capital items in the Statement of Comprehensive Income.  Risk of incorrect valuation or ownership of the investment portfolio. Materiality  Overall materiality of £0.55m which represents 1% of shareholders’ funds. An overview of the scope of our audit Tailoring the scope Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for the company. This enables us to form an opinion on the ﬁnancial statements. We take into account size, risk proﬁle, the organisation of the company and eectiveness of controls, the potential impact of climate and changes in the business environment when assessing the level of work to be performed. Climate change Stakeholders are increasingly interested in how climate change will impact the Company. The Company has determined that the most signiﬁcant future impacts from climate change on its operations will be from how climate change could aect the Company’s investments and overall investment process. These are explained on page 22 in the principal and emerging risks and uncertainties. All of these disclosures form part of the “Other information,” rather than the audited ﬁnancial statements. Our procedures on these unaudited disclosures therefore consisted solely of considering whether they are materially inconsistent with the ﬁnancial statements or our knowledge obtained in Independent Auditors’ Report (continued) Independent Auditors’ Report (continued) FOR THE YEAR ENDED 31 MARCH 2023 53 the course of the audit or otherwise appear to be materially misstated, in line with our responsibilities on “Other information”. In planning and performing our audit we assessed the potential impacts of climate change on the Company’s business and any consequential material impact on its ﬁnancial statements. The Company has explained in Note 1 how they have reﬂected the impact of climate change in their ﬁnancial statements and concluded that there was no further impact of climate change to be taken into account as the investments are valued based on market pricing as required by UK-adopted international accounting standards. The Company has no greenhouse gas emissions as it outsources its operations to third parties and neither owns physical assets or has employees of its own. Our audit eort in considering climate change was focused on the adequacy of the Company’s disclosures in the ﬁnancial statements as set out in Note 1 and conclusion that there was no further impact of climate change to be taken into account as the investments are valued based on market pricing as required by UK-adopted international accounting standard. We also challenged the Directors’ considerations of climate change in their assessment of viability and associated disclosures. As part of this evaluation, we performed our own risk assessment to determine the risks of material misstatement in the ﬁnancial statements from climate change which needed to be considered in our audit. We also challenged the Directors’ considerations of climate change risks in their assessment of going concern and viability and associated disclosures. Where considerations of climate change were relevant to our assessment of going concern, these are described above. Based on our work we have not identiﬁed the impact of climate change on the ﬁnancial statements to be a key audit matter or to impact a key audit matter. 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 eect on: the overall audit strategy, the allocation of resources in the audit; and directing the eorts of the engagement team. These matters were addressed in the context of our audit of the ﬁnancial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters. JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 54 Risk Our response to the risk Key observations communicated to the Audit Committee Incomplete or inaccurate revenue recognition, including the classiﬁcation of special dividends as revenue or capital items in the Statement of Comprehensive Income (as described on page 44 in the Report of the Audit Committee and as per the accounting policy set out on page 64). The total revenue for the year to 31 March 2023 was £0.76m (2022: £0.69m), consisting primarily of dividend income from quoted equity investments. The investment income receivable by the Company during the year directly aects the Company’s revenue return. There is a risk of incomplete or inaccurate recognition of revenue through the failure to recognise proper income entitlements or to apply an appropriate accounting treatment. In addition to the above, the Directors may be required to exercise judgement in determining whether income receivable in the form of special dividends should be classiﬁed as ‘revenue’ or ‘capital’ in the Statement of Comprehensive Income. We have performed the following procedures: We obtained an understanding of the processes and controls surrounding revenue recognition including the classiﬁcation of special dividends by performing walkthrough procedures. For all dividends received, we recalculated the dividend income by multiplying the investment holdings at the ex-dividend date, traced from the accounting records, by the dividend per share, which was agreed to an independent data vendor. For a sample of dividends received, we agreed amounts to bank statements and agreed the exchange rates used to an external source. For all dividends accrued, we reviewed the investee company announcement to assess whether the dividend obligation arose prior to 31 March 2023. To test completeness of recorded income, we tested that expected dividends for each investee company had been recorded as income with reference to investee company announcements obtained from an independent data vendor. The results of our procedures identiﬁed no material misstatement in relation to incomplete or inaccurate revenue recognition, including incorrect classiﬁcation of special dividends as revenue or capital items in the Statement of Comprehensive Income. Independent Auditors’ Report (continued) FOR THE YEAR ENDED 31 MARCH 2023 55 Risk Our response to the risk Key observations communicated to the Audit Committee For all investments held during the year, we reviewed the type of dividends paid with reference to an external data source to identify those which were ‘special’. We identiﬁed two special dividends amounting to £0.02m, were received during the year. We have tested both special dividends, by assessing the appropriateness of classiﬁcation as revenue or capital by reviewing the underlying rational of the distribution. Incorrect valuation or ownership of the investment portfolio (as described on page 44 in the Report of the Audit Committee and as per the accounting policy set out on page 64). The valuation of the investment portfolio at 31 March 2023 was £55.00m (2022: £53.78m) consisting of listed investments. The valuation of the investments held in the investment portfolio is the key driver of the Company’s net asset value and total return. Incorrect investment pricing, or a failure to maintain proper legal title of the assets held by the Company could have a signiﬁcant impact on the portfolio valuation and the return generated for shareholders. The fair value of listed investments is determined using quoted market bid prices at close of business on the reporting date. We performed the following procedures: We obtained an understanding of the processes and controls surrounding investment valuation and legal title by performing walkthrough procedures. For all investments in the portfolio, we compared the market prices and exchange rates applied to an independent pricing vendor and recalculated the investment valuations as at the year end. We inspected the stale pricing reports produced by the Administrator at the year-end to identify prices that have not changed and veriﬁed whether the listed price is a valid fair value through review of trading activity. We compared the Company’s investment holdings at 31 March 2023 to an independent conﬁrmation received directly from the Company’s Custodian. The results of our procedures identiﬁed no material misstatement in relation to incorrect valuation or ownership of the investment portfolio. There have been no changes to the areas of audit focus raised in the above risk table from the prior year. JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 56 Our application of materiality We apply the concept of materiality in planning and performing the audit, in evaluating the eect of identiﬁed misstatements on the audit and in forming our audit opinion. Materiality The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to inﬂuence the economic decisions of the users of the ﬁnancial statements. Materiality provides a basis for determining the nature and extent of our audit procedures. We determined materiality for the company to be £0.55m (2022: £0.55m), which is 1% (2022: 1%) of shareholders’ funds. We believe that shareholders’ funds provides us with Materiality aligned to the key measurement of the Company’s performance. Performance materiality The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality. On the basis of our risk assessments, together with our assessment of the company’s overall control environment, our judgement was that performance materiality was 75% (2022: 75%) of our planning materiality, namely £0.41m (2022: £0.42m). We have set performance materiality at this percentage due to our past experience of the audit that indicates a lower risk of misstatements, both corrected and uncorrected. Given the importance of the distinction between revenue and capital for investment trusts, we have also applied a separate testing threshold for the revenue column of the Statement of Comprehensive Income of £0.03m (2022: £0.03m) being our reporting threshold. Reporting threshold An amount below which identiﬁed misstatements are considered as being clearly trivial. We agreed with the Audit Committee that we would report to them all uncorrected audit dierences in excess of £0.03m (2022: £0.03m), which is set at 5% of planning materiality, as well as dierences below that threshold that, in our view, warranted reporting on qualitative grounds. We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other relevant qualitative considerations in forming our opinion. Other information The other information comprises the information included in the annual report other than the ﬁnancial statements and our auditor’s report thereon. The directors are responsible for the other information within the annual report. Our opinion on the ﬁnancial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the ﬁnancial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the ﬁnancial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact. We have nothing to report in this regard. Independent Auditors’ Report (continued) FOR THE YEAR ENDED 31 MARCH 2023 57 Opinions on other matters prescribed by the Companies Act 2006 In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. In our opinion, based on the work undertaken in the course of the audit:  the information given in the strategic report and the directors’ report for the ﬁnancial year for which the ﬁnancial statements are prepared is consistent with the ﬁnancial statements; and  the strategic report and directors’ report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identiﬁed material misstatements in the strategic report or directors’ report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:  adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or  the ﬁnancial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or  certain disclosures of directors’ remuneration speciﬁed by law are not made; or  we have not received all the information and explanations we require for our audit. Responsibilities of Directors As explained more fully in the directors’ responsibilities statement set out on page 49, the directors are responsible for the preparation of the ﬁnancial statements and for being satisﬁed that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of ﬁnancial statements that are free from material misstatement, whether due to fraud or error. In preparing the ﬁnancial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the ﬁnancial statements Our objectives are to obtain reasonable assurance about whether the ﬁnancial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to inﬂuence the economic decisions of users taken on the basis of these ﬁnancial statements. Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non- compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 58 misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the company and management.  We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most signiﬁcant are UK-adopted international accounting standards, the Companies Act 2006, the Listing Rules, the UK Corporate Governance Code, the Association of Investment Companies Code and Statement of Recommended Practice, Section 1158 of the Corporation Tax Act 2010 and The Companies (Miscellaneous Reporting) Regulations 2018.  We understood how Jupiter Green Investment Trust plc is complying with those frameworks through discussions with the Audit Committee and Company Secretary and review of the board minutes and the Company’s documented policies and procedures.  We assessed the susceptibility of the company’s ﬁnancial statements to material misstatement, including how fraud might occur by considering the key risks impacting the ﬁnancial statements. We identiﬁed a fraud risk with respect to the incomplete or inaccurate revenue recognition through incorrect classiﬁcation of special dividends as revenue or capital items in the Statement of Comprehensive Income. Further discussion of our approach is set out in the section on key audit matters above.  Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved review of the Company Secretary’s reporting to the Directors with respect to the application of the documented policies and procedures and review of the ﬁnancial statements to ensure compliance with the reporting requirements of the Company. A further description of our responsibilities for the audit of the ﬁnancial statements is located on the Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Independent Auditors’ Report (continued) FOR THE YEAR ENDED 31 MARCH 2023 59 Other matters we are required to address  Following the recommendation from the audit committee, we were appointed by the Company on 4 September 2018 to audit the ﬁnancial statements for the year ending 31 March 2019 and subsequent ﬁnancial periods. The period of total uninterrupted engagement including previous renewals and reappointments is 5 years, covering the years ending 31 March 2019 to 31 March 2023.  The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the company and we remain independent of the company in conducting the audit.  The audit opinion is consistent with the additional report to the audit committee. Use of our report This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Caroline Mercer (Senior statutory auditor) for and on behalf of Ernst & Young LLP, Statutory Auditor Edinburgh 12 July 2023 JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 60 for the year ended 31 March 2023 Year ended 31 March 2023 Year ended 31 March 2022 Note Revenue £’000 Capital £’000 Total £’000 Revenue £’000 Capital £’000 Total £’000 Loss on investments at fair value through proﬁt or loss 10 – (265) (265) – (356) (356) Foreign exchange gain – 465 465 – 155 155 Income 3 759 – 759 692 – 692 Total income/(loss) 759 200 959 692 (201) 491 Investment management fee 4 (92) (277) (369) (102) (307) (409) Other expenses 5 (539) – (539) (500) – (500) Total expenses (631) (277) (908) (602) (307) (909) Net return/(loss) before ﬁnance costs and tax 128 (77) 51 90 (508) (418) Finance costs 7 (27) (82) (109) (10) (29) (39) Return/(loss) on ordinary activities before taxation 101 (159) (58) 80 (537) (457) Taxation 8 (91) – (91) (86) – (86) Net loss after taxation 10 (159) (149) (6) (537) (543) Loss per ordinary share 9 0.05p (0.75)p (0.70)p (0.03)p (2.51)p (2.54)p Diluted Loss per ordinary share 9 0.05p (0.75)p (0.70)p (0.03)p (2.51)p (2.54)p * There is no other comprehensive income and therefore the ‘Net loss after taxation’ is the total comprehensive expense for the year. The total column of this statement is the income statement of the Company, prepared in accordance with UK adopted international accounting standards. The supplementary revenue return and capital return columns are both prepared under guidance produced by the Association of Investment Companies (AIC). All items in the above statement derive from continuing operations. Statement of Comprehensive Income The Notes on pages 64 to 79 form part of these accounts. FOR THE YEAR ENDED 31 MARCH 2023 61 Statement of Financial Position as at 31 March 2023 Note 2023 £’000 2022 £’000 Non current assets Investments held at fair value through proﬁt or loss 10 55,002 53,776 Current assets Prepayments and accrued income 11 1,459 181 Cash and cash equivalents 2,954 4,614 4,413 4,795 Total assets 59,415 58,571 Current liabilities Other payables 12 (4,837) (3,181) Total assets less current liabilities 54,578 55,390 Capital and reserves Called up share capital 15 34 34 Share premium 16 2,468 2,465 Redemption reserve 17 239 239 Retained earnings 18 51,837 52,652 Total equity shareholders’ funds 54,578 55,390 Net Asset Value per ordinary share 19 258.58p 258.43p Diluted Net Asset Value per ordinary share 19 259.86p 259.18p * Under the Company’s Articles of Association, dividends may be paid out of any distributable reserve of the Company. Approved by the Board of directors and authorised for issue on 12 July 2023 and signed on its behalf by: Michael Naylor Chairman Company Registration Number 05780006 The Notes on pages 64 to 79 form part of these accounts. JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 62 for the year ended 31 March 2023 For the year ended 31 March 2023 Share Capital £’000 Share Premium £’000 Redemption Reserve £’000 Retained Earnings £’000 Total £’000 Balance at 31 March 2022 34 2,465 239 52,652 55,390 Net loss for the year – – – (149) (149) Ordinary shares reissued from treasury – 3 – 3 6 Ordinary shares repurchased – – – (669) (669) Balance at 31 March 2023 34 2,468 239 51,837 54,578 For the year ended 31 March 2022 Share Capital £’000 Share Premium £’000 Redemption Reserve £’000 Retained Earnings £’000 Total £’000 Balance at 31 March 2021 34 1,563 239 51,468 53,304 Net loss for the year – – – (543) (543) Dividend paid – – – (137) (137) Ordinary shares reissued from treasury – 902 – 2,052 2,954 Ordinary shares repurchased – – – (188) (188) Balance at 31 March 2022 34 2,465 239 52,652 55,390 Dividends paid during the period were paid out of revenue reserves. Statement of Changes in Equity The Notes on pages 64 to 79 form part of these accounts. FOR THE YEAR ENDED 31 MARCH 2023 63 for the year ended 31 March 2023 Note 2023 £’000 2022 £’000 Cash ﬂows from operating activities Investment income received (gross) 712 693 Deposit interest received 27 1 Investment management fee paid (338) (438) Other cash expenses (475) (455) Interest paid (109) (39) Net cash outﬂow from operating activities before taxation (183) (238) Taxation (91) (86) Net cash outﬂow from operating activities 20 (274) (324) Net cash ﬂows from investing activities Purchases of investments (12,177) (14,268) Sale of investments 10,989 11,161 Net cash outﬂow from investing activities (1,188) (3,107) Cash ﬂows from ﬁnancing activities Shares repurchased (669) (188) Shares reissued from treasury 6 2,954 Drawdown of short-term bank loan – 2,100 Equity dividends paid – (137) Net cash (outﬂow)/inﬂow from ﬁnancing activities 21 (663) 4,729 (Decrease)/increase in cash (2,125) 1,298 Change in cash and cash equivalents Cash and cash equivalents at start of year 4,614 3,161 Realised gain on foreign currency 465 155 Cash and cash equivalents at end of year 2,954 4,614 Cash Flow Statement The Notes on pages 64 to 79 form part of these accounts. 64 JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 1. Accounting policies The Accounts comprise the ﬁnancial results of the Company for the year to 31 March 2023. The Accounts are presented in pounds sterling, as this is the functional currency of the Company. The Accounts were authorised for issue in accordance with a resolution of the directors on 12 July 2023. All values are rounded to the nearest thousand pounds (£’000) except where indicated. The accounts have been prepared in accordance with UK adopted International Accounting Standards. Where presentational guidance set out in the Statement of Recommended Practice (SORP) for Investment Trusts issued by the Association of Investment Companies (AIC) in April 2021 is consistent with the requirements of UK adopted International Accounting Standards, the directors have sought to prepare the ﬁnancial statements on a basis compliant with the recommendations of the SORP. Basis of preparation In preparing these ﬁnancial statements the Directors have considered the impact of climate change risk as a principal risk as set out on page 23, and have concluded that it does not have a material impact on the Company’s investments. In line with IFRS investments are valued at fair value, which for the Company are quoted prices for the investments in active markets at the Balance Sheet date and therefore reﬂect market participants view of climate change risk. The ﬁnancial statements have been prepared on a going concern basis. In considering this, the directors took into account the Company’s investment objective, risk management policies and capital management policies, the diversiﬁed portfolio of readily realisable securities which can be used to meet short-term funding commitments and the ability of the Company to meet all of its liabilities and ongoing expenses as for the period to 31 July 2024, which is a period of at least 12 months from the date the ﬁnancial statements were authorised for issue. The directors have also considered the continuation vote, due to be proposed at the upcoming AGM, and have no reason to believe that this resolution will not pass. (a) Income recognition Income includes dividends from investments quoted ex-dividend on or before the date of the Statement of Financial Position. Dividends receivable from equity shares are taken to the revenue return column of the Statement of Comprehensive Income. Special dividends are treated as repayment of capital or as revenue depending on the facts of each particular case. (b) Presentation of Statement of Comprehensive Income In order to better reﬂect the activities of an investment trust company and in accordance with guidance issued by the Association of Investment Companies (AIC), supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and capital nature has been presented alongside the statement. An analysis of retained earnings broken down into revenue (distributable) items and capital (distributable) items is given in Note 19. Investment Management fees and ﬁnance costs are charged 75 per cent. to capital and 25 per cent. to revenue (2022: 75 per cent. to capital and 25 per cent. to revenue). All other operational costs (including administration expenses to capital) are charged to revenue. (c) Basis of valuation of investments Investments are recognised and derecognised on a trade date where a purchase and sale of an investment is under contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at cost, being the consideration given. All investments are classiﬁed as held at fair value through proﬁt or loss. All investments are measured at fair value with changes in their fair value recognised in the Statement of Comprehensive Income in the period in which they arise. The fair value of listed investments is based on their quoted bid price at the reporting Notes to the Accounts 65 FOR THE YEAR ENDED 31 MARCH 2023 1. Accounting policies (continued) date without any deduction for estimated future selling costs. Foreign exchange gains and losses on fair value through proﬁt and loss investments are included within the changes in the fair value of the investments. For investments that are not actively traded and/or where active stock exchange quoted bid prices are not available, fair value is determined by reference to a variety of valuation techniques. These techniques may draw, without limitation, on one or more of: the latest arm’s length traded prices for the instrument concerned; ﬁnancial modelling based on other observable market data; independent broker research; or the published accounts relating to the issuer of the investment concerned. (d) Cash and cash equivalents Cash comprises cash in hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and that are subject to insigniﬁcant risks of changes in value. (e) Foreign currencies Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing on the dates of the transactions. At the date of each Statement of Financial Position, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on that date. Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Gains and losses arising on retranslation are included in the Statement of Comprehensive Income within the revenue or capital column depending on the nature of the underlying item. (f) Taxation The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable proﬁt for the year. Taxable proﬁt diers from net proﬁt as reported in the Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the date of the Statement of Financial Position. Deferred tax is the tax expected to be payable or recoverable on dierences between the carrying amounts of assets and liabilities in the ﬁnancial statements and the corresponding tax bases used in the computation of taxable proﬁt, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary dierences and deferred tax assets are recognised to the extent that it is probable that taxable proﬁt will be available against which deductible temporary dierences can be utilised. Investment trusts which have approval under Section 1158 of the Corporation Tax Act 2010 are not liable for taxation of capital gains. (g) Accounting developments At the date of authorisation of the ﬁnancial statements, the following amendment to the UK adopted International Accounting Standards and Interpretations was assessed to be relevant and is eective for annual periods beginning on or after 1 January 2023: IAS 1: Eective for annual reporting periods beginning on or after 1 January 2023 Classiﬁcation of Liabilities as Current or Non-current – Amendments to UK adopted International Accounting Standards 1. Eective for annual reporting periods beginning on or after 1 January 2024. JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 66 Deﬁnition of Accounting Estimates – Amendments to UK adopted International Accounting Standards IAS 8. Eective for annual reporting periods beginning on or after 1 January 2024. Disclosure of Accounting Policies – Amendments to UK adopted International Accounting Standards IAS 1 and IFRS Practice Statement 2. Eective for annual reporting periods beginning on or after 1 January 2024. Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to UK adopted International Accounting Standards 12. Eective for annual reporting periods beginning on or after 1 January 2024. The directors expect that the adoption of the standards listed above will have either no impact or that any impact will not be material on the ﬁnancial statements of the Company in future periods. 2. Signiﬁcant accounting judgements, estimates and assumptions Management have not applied any signiﬁcant accounting judgements to this set of Financial Statements or those of the prior period other than the allocation of special dividends received between revenue and capital. The allocation is dependent upon the underlying reason for the payment. Examples of capital events which would result in the dividend being allocated to capital is a return of capital to shareholders or proceeds from the disposal of assets. Examples of revenue events which would result in the dividend being allocated to revenue are the distribution of excess or exceptional proﬁts in the year. The circumstances are reviewed by the manager making recommendations to the Board who determine the appropriate allocation. The management make no other signiﬁcant accounting estimates. Notes to the Accounts (continued) FOR THE YEAR ENDED 31 MARCH 2023 67 3. Income Year ended 31 March 2023 £’000 Year ended 31 March 2022 £’000 Income from investments Dividends from UK companies – 21 Dividends from overseas companies 732 670 Deposit interest 27 1 Total income 759 692 Special dividends received in the year amounted to £0.02m (2022: £0.06m) allocated to revenue and £nil (2022: £nil) allocated to capital. 4. Investment management fee Year ended 31 March 2023 Year ended 31 March 2022 Revenue £’000 Capital £’000 Total £’000 Revenue £’000 Capital £’000 Total £’000 Investment management fee 92 277 369 102 307 409 75% (2022: 75%) of the investment management fee is treated as a capital expense. Details of the investment management contract are given in Note 22. 5. Other expenses Year ended 31 March 2023 Year ended 31 March 2022 Revenue £’000 Capital £’000 Total £’000 Revenue £’000 Capital £’000 Total £’000 Directors’ remuneration (see page 47) 107 – 107 107 – 107 Auditors’ remuneration including VAT – audit 62 – 62 44 – 44 Fund accounting 56 – 56 58 – 58 Broker fees 45 – 45 36 – 36 Registrar services 22 – 22 51 – 51 Professional and legal fees 49 – 49 30 – 30 Public Relations Fee 36 – 36 47 – 47 Other 162 – 162 127 – 127 539 – 539 500 – 500 6. Ongoing charges Year ended 31 March 2023 £’000 Year ended 31 March 2022 £’000 Investment management fees 369 409 Other expenses 539 500 Total expenses (excluding ﬁnance costs) 908 909 Average net assets 52,866 58,063 Ongoing charges % 1.72 1.57 JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 68 7. Finance costs Year ended 31 March 2023 Year ended 31 March 2022 Revenue £’000 Capital £’000 Total £’000 Revenue £’000 Capital £’000 Total £’000 Non-utilisation fee 2 5 7 3 9 12 Short-term loan interest 24 73 97 7 20 27 Bank overdraft interest 1 4 5 – – – 27 82 109 10 29 39 Finance costs are in respect of the costs incurred for non-utilisation and short-term loan interest during the year of the bank loan facility. As at 31 March 2023, £3.0 million (2022: £3.0 million) was drawdown of the loan facility. 8. Taxation Year ended 31 March 2023 Year ended 31 March 2022 Tax on ordinary activities Revenue £’000 Capital £’000 Total £’000 Revenue £’000 Capital £’000 Total £’000 Overseas tax 91 – 91 86 – 86 The tax assessed for the year equates to that resulting from applying the standard rate of corporation tax in the UK of 19% (2022: 19%). The calculation is explained below: Year ended 31 March 2023 £’000 Year ended 31 March 2022 £’000 Loss on ordinary activities before taxation (58) (457) Corporation tax at 19% (2022: 19%) (11) (87) Eects of Exempt dividend income (120) (113) Unrelieved tax losses and other deductions arising in the period 174 165 Foreign tax suered 91 86 Tax free capital gain/(loss) in investments (38) 38 Income taxed in dierent years (3) – Double tax relief received (2) (3) Current tax charge for the year 91 86 There are unrelieved management expenses at 31 March 2023 of £10,292,000 (2022: £9,374,000) but the related deferred tax asset at 25% (2022: 25%) has not been recognised. This is because the Company is not expected to generate taxable income in a future period in excess of the deductible expenses of that future period and, accordingly, it is unlikely that the Company will be able to reduce future tax liabilities through the use of existing unrelieved expenses. Notes to the Accounts (continued) FOR THE YEAR ENDED 31 MARCH 2023 69 9. Earnings per ordinary share The earnings per ordinary share ﬁgure is based on the net loss for the year of £170,000 (2022: net loss £543,000) and on 21,300,543 (2022: 21,416,147) ordinary shares, being the weighted average number of ordinary shares in issue during the year. The earnings per ordinary share ﬁgure detailed above can be further analysed between revenue and capital, as below. Year ended 31 March 2023 £’000 Year ended 31 March 2022 £’000 Net revenue gain/loss 10 (6) Net capital loss (159) (537) Net total loss (149) (543) Weighted average number of ordinary shares in issue during the year used for the purposes of the undiluted calculation 21,300,543 21,416,147 Weighted average number of ordinary shares in issue during the year used for the purposes of the diluted calculation 21,300,543 21,416,147 Undiluted Revenue gain per ordinary share 0.05p (0.03)p Capital losses per ordinary share (0.75)p (2.51)p Total losses per ordinary share (0.70)p (2.54)p Diluted Revenue gain per ordinary share 0.05p (0.03)p Capital losses per ordinary share (0.75)p (2.51)p Total losses per ordinary share (0.70)p (2.54)p Any ordinary shares to be issued under the ordinary subscription rules were dilutive for the year ended 31 March 2023 and 31 March 2022. JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 70 10. Non current assets Year ended 31 March 2023 £’000 Year ended 31 March 2022 £’000 Market value of investments at beginning of year 53,776 51,025 Net unrealised losses at beginning of year (18,919) (22,322) Cost of investments at beginning of year 34,857 28,703 Purchases at cost during year 13,748 14,268 Sales at cost during year (6,742) (8,114) Cost of investments at end of year 41,863 34,857 Net unrealised gain at the year end 13,139 18,919 Market value of investments at end of year 55,002 53,776 Year ended 31 March 2023 £’000 Year ended 31 March 2022 £’000 Listed on UK stock exchange 2,633 3,909 Listed on overseas stock exchanges 52,369 49,867 Market value of investments at end of year 55,002 53,776 Gain/(losses) on investments 2023 £’000 2022 £’000 Net gains on sale of investments 5,515 3,047 Movement in unrealised losses (5,780) (3,403) Loss on investments (265) (356) Transaction costs The following transaction costs were incurred during the year: Year ended 31 March 2023 £’000 Year ended 31 March 2022 £’000 Purchases 6 15 Sales 6 6 12 21 11. Other Receivables 2023 £’000 2022 £’000 Sales for future settlement 1,268 – Prepayments and accrued income 191 181 1,459 181 Notes to the Accounts (continued) FOR THE YEAR ENDED 31 MARCH 2023 71 12. Other payables 2023 £’000 2022 £’000 Interest payable 13 2 Non-utilisation fee – 1 Short-term bank loan 3,000 3,000 Other creditors 253 178 Purchases awaiting settlement 1,571 – 4,837 3,181 From 1 January 2022, the interest rate on the short-term bank loan changed from LIBOR to SONIA. This change had no material impact to the cost of the loan. Bank loan The Company’s revolving bank loan is with RBS, with a loan facility available up to a maximum of £5 million (2022: same). During the year the Company used the loan facility as follows: Date Amount Borrowed Date Renewed 10 March 2022 £0.9 million 10 June 2022 13 March 2022 £2.1 million 14 June 2022 10 June 2022 £0.9 million 24 August 2022 14 June 2022 £2.1 million 24 August 2022 24 August 2022 £3.0 million 24 November 2022 24 November 2022 £3.0 million 24 February 2023 24 February 2023 £3.0 million 24 May 2023 As at 31 March 2023, the outstanding loan balance of £3.0 million was renewed on 24 February 2023. This was further renewed on 24 May 2023. The Non-utilisation fee (Note 7) relate to the fee payable on the unutilised portion of the loan facility. 13. Derivatives and other ﬁnancial instruments Background The Company’s ﬁnancial instruments comprise securities and other investments, cash balances and debtors and creditors that arise directly from its operations, for example, in respect of sales and purchases awaiting settlement and debtors for accrued income. The numerical disclosures below exclude short-term debtors and creditors. During the year under review, the Company had little exposure to credit, cash ﬂow and interest rate risks. The principal risks the Company faces in its portfolio management activities are:  foreign currency risk  market price risks i.e. movements in the value of investment holdings caused by factors other than interest rate or currency movement The investment adviser’s policies for managing these risks are summarised below and have been applied throughout the year. JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 72 (a) Foreign Currency Risk A proportion of the company’s portfolio is invested in overseas securities and their sterling value can be signiﬁcantly aected by movements in foreign exchange rates. The Company does not normally hedge against foreign currency movements aecting the value of the investment portfolio, but takes account of this risk when making investment decisions. Foreign currency sensitivity The following table illustrates the sensitivity of the return after tax for the year to exchange rates for the Pound Sterling against the US Dollar, Euro, Japanese Yen, Norwegian Krone, Canadian Dollar, Danish Krone, Swedish Krona, Swiss Franc, Hong Kong Dollar and Australian Dollar. It assumes the following changes in exchange rates: £/US Dollar +/-10% (2022 +/-5%) £/Norwegian Krone +/-5% (2022: +/-5%) £/Australian Dollar +/-5% (2022: +/-5%) £/Japanese Yen +/-5% (2022: +/-5%) £/Euro +/-5% (2022: +/-5%) £/Swedish Krona +/-5% (2022: +/-5%) £/Danish Krone +/-5% (2022: +/-5%) £/Canadian Dollar +/-10% (2022: +/-5%) £/Hong Kong Dollar +/-10% (2022: +/-5%) £/Swiss Franc +/-10% (2022: +/-5%) These percentages have been determined based on market volatility in exchange rates over the previous twelve months. The sensitivity analysis is based on the Company’s foreign currency ﬁnancial instruments held at the date of each Statement of Financial Position. If sterling had weakened against the currencies below this would have the following eect: 2023 2022 Impact on revenue return £’000 Impact on capital return £’000 Total £’000 Impact on revenue return £’000 Impact on capital return £’000 Total £’000 US Dollar (5) 2,608 2,603 (2) 1,228 1,226 Euro (1) 580 579 (1) 678 677 Japanese Yen – 249 249 – 231 231 Norwegian Krone – 120 120 – 121 121 Canadian Dollar – 212 212 – 92 92 Danish Krone – 181 181 – 184 184 Swedish Krona – 120 120 – 70 70 Swiss Franc – 75 75 – 83 83 Hong Kong Dollar – 83 83 – 42 42 Australian Dollar – 29 29 – 23 23 (6) 4,257 4,251 (3) 2,752 2,749 Notes to the Accounts (continued) FOR THE YEAR ENDED 31 MARCH 2023 73 13. Derivatives and other ﬁnancial instruments (continued) If sterling had strengthened against the currencies below this would have the following eect: 2023 2022 Impact on revenue return £’000 Impact on capital return £’000 Total £’000 Impact on revenue return £’000 Impact on capital return £’000 Total £’000 US Dollar 5 (2,608) (2,603) 2 (1,228) (1,226) Euro 1 (580) (579) 1 (678) (677) Japanese Yen – (249) (249) – (231) (231) Norwegian Krone – (120) (120) – (121) (121) Canadian Dollar – (212) (212) – (92) (92) Danish Krone – (181) (181) – (184) (184) Swedish Krona – (120) (120) – (70) (70) Swiss Franc – (75) (75) – (83) (83) Hong Kong Dollar – (83) (83) – (42) (42) Australian Dollar – (29) (29) – (23) (23) 6 (4,257) (4,251) 3 (2,752) (2,749) (b) Market Price Risk By the very nature of its activities, the Company’s investments are exposed to market price ﬂuctuations. Further information on the investment portfolio and investment policy is set out in the Investment Adviser’s Review. A portion of the ﬁnancial assets of the Company are denominated in currencies other than sterling with the result that the Statement of Financial Position and total return can be signiﬁcantly aected by currency movements. Other price risk sensitivity The following illustrates the sensitivity of the return after taxation for the year and the equity to an increase or decrease of 20% in the fair value of the Company’s equities. This level of change is considered to be reasonably possible based on observation of market conditions during the year. The sensitivity analysis is based on the Company’s equities at each ﬁnancial position statement date, adjusted for the management fee. The impact of a 20 per cent. increase in the value of investments on the revenue return as at 31 March 2023 is a decrease of £19,000 (2022: £19,000) and on the capital return is an increase of £10,943,000 (2022: £10,699,000). The impact of a 20 per cent. fall in the value of investments on the revenue return as at 31 March 2023 is an increase of £19,000 (2022: £19,000) and on the capital return is a decrease of £10,943,000 (2022: £10,699,000). (c) Interest rate risk Interest rate movements may aect:  the fair value of investments of any ﬁxed interest securities;  the level of income receivable from any ﬂoating interest-bearing securities, cash at bank and on deposit; and  the interest payable on the Company’s ﬂoating interest term loans. JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 74 The ﬁnancial assets (excluding short-term debtors and creditors) consist of: 2023 2022 Floating rate £’000 Non-interest bearing £’000 Total £’000 Floating rate £’000 Non-interest bearing £’000 Total £’000 Sterling 54 2,104 2,158 53 3,008 3,061 US Dollar 2,154 23,441 25,595 4,558 20,138 24,696 Euro – 11,671 11,671 – 13,631 13,631 Japanese Yen 453 5,010 5,463 3 4,649 4,652 Norwegian Krone 124 2,422 2,546 – 2,424 2,424 Danish Krone 105 3,644 3,749 – 3,695 3,695 Hong Kong Dollar – 830 830 – 852 852 Swedish Krona – 2,408 2,408 – 1,410 1,410 Canadian Dollar 64 2,133 2,197 – 1,842 1,842 Swiss Franc – 754 754 – 1,672 1,672 Australian Dollar – 585 585 – 455 455 2,954 55,002 57,956 4,614 53,776 58,390 The ﬂoating rate assets consist of cash deposits at call. Sterling cash deposits at call earn interest at ﬂoating rates based on daily Sterling Overnight Index Average (SONIA) rates. The non-interest bearing assets represent the equity element of the investment portfolio at 31 March 2023. The ﬁnancial liabilities consist of: 2023 2022 Floating rate £’000 Non-interest bearing £’000 Total £’000 Floating rate £’000 Non-interest bearing £’000 Total £’000 Sterling – 3,000 3,000 – 3,000 3,000 – 3,000 3,000 – 3,000 3,000 The liability consists of a bank loan (see Note 12). (d) Interest rate sensitivity As interest rates for any short-term loans are ﬁxed at the commencement of the loan, only cash at call are subject to interest rate movement. All such deposits at call earn interest at a daily rate. Therefore, if a sensitivity analysis was performed by increasing or decreasing the interest rates applicable to the Company’s cash balances held at each reporting date, with all other variables held constant, there would be no material change to the proﬁt after taxation or net assets for the year. (e) Credit and Counterparty Risk Credit Risk is the exposure to loss from the failure of a counterparty to deliver securities or cash for acquisitions or to repay deposits. The Company manages credit risk by using brokers from a database of approved brokers who have undergone rigorous due diligence tests by the Investment Adviser’s Risk Management Team and by dealing through JAM with banks approved by the Financial Conduct Authority. Any derivative positions are marked to market and exposure to counterparties is monitored on a daily basis by the fund manager; the Board of directors reviews it on a quarterly basis. The maximum exposure to credit risk as at 31 March 2023 was £4,428,000 (2022: £4,795,000) consisting of short-term debtors, cash and cash equivalents. Notes to the Accounts (continued) FOR THE YEAR ENDED 31 MARCH 2023 75 13. Derivatives and other ﬁnancial instruments (continued) Impairment of ﬁnancial instruments The Company holds only trade receivables with no ﬁnancing component and which have maturities of less than 12 months at amortised cost and, as such, has chosen to apply an approach similar to the simpliﬁed approach for expected credit losses (ECL) under IFRS 9 to all its trade receivables. Therefore, the Company does not track changes in credit risk, but instead, recognises a loss allowance based on lifetime ECLs at each reporting date. The Company’s approach to ECLs reﬂects a probability-weighted outcome, the time value of money and reasonable and supportable information that is available without undue cost or eort at the reporting date about past events, current conditions and forecasts of future economic conditions. In the investment advisors’ opinion, due to the low level of expected future losses on cash and receivables, no provision has been made for ECLs. (f) Liquidity Risk Liquidity risk is not considered signiﬁcant. All liabilities are payable within three months. The Company’s assets comprise mainly readily realisable securities which can be sold to meet funding requirements if necessary. Short-term ﬂexibility is achieved through the use of short-term borrowings. (g) Fair Value hierarchy IFRS 13 ‘Fair Value Measurement’ requires an entity to classify fair value measurements using fair value hierarchy that reﬂects the signiﬁcance of the inputs used in making the measurements. The fair value hierarchy shall have the following levels: Level 1 reﬂects ﬁnancial instruments quoted in an active market. Level 2 reﬂects ﬁnancial instruments whose fair value is evidenced by comparison with other observable current market transactions in the same instrument or based on a valuation technique whose variables includes only data from observable markets. Level 3 reﬂects ﬁnancial instruments whose fair value is determined in whole or in part using a valuation technique based on assumptions that are not supported by prices from observable market transactions in the instrument and not based on available observable market data. The ﬁnancial assets measured at fair value in the Statement of Financial Position are grouped into the fair value hierarchy as follows: 2023 2022 Level 1 £’000 Level 2 £’000 Level 3 £’000 Total £’000 Level 1 £’000 Level 2 £’000 Level 3 £’000 Total £’000 Equity Investments 55,002 – – 55,002 53,776 – – 53,776 55,002 – – 55,002 53,776 – – 53,776 JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 76 14. Capital management policies and procedures The Company’s capital comprises the equity share capital, share premium and reserves as shown in the Statement of Financial Position. The Board, with the assistance of the investment adviser, monitors and reviews the broad structure of the Company’s capital on an ongoing basis. This review includes:  The need to buy back equity shares, either for cancellation or to hold in treasury, which takes account of the dierence between the net asset value per share and the share price (i.e. the level of share price discount or premium); and  The extent to which revenue in excess of that which is required to be distributed should be retained. During the period, the Company complied with the externally imposed capital requirements:  As a public Company, the Company has a minimum share capital of £50,000; and  In order to be able to pay dividends out of proﬁts available for distribution, the Company has to be able to meet one of the two capital restriction tests imposed on investment companies by Company law. 15. Called-up share capital Number 2023 £ Number 2022 £ Allotted, issued and fully paid Ordinary shares of 0.1p each 33,724,958 33,725 33,724,958 33,725 2,567 new ordinary shares were issued from treasury on 13 April 2022. 1,524,328 new ordinary shares were issued from treasury between 6 April 2021 and 12 May 2021. Between 23 June 2022 and 17 February 2023, 328,726 (0.97%) ordinary shares were repurchased into treasury. On 8 July 2021, 75,000 (0.22%) ordinary shares were repurchased into treasury. 12,617,803 ordinary shares were held in treasury at 31 March 2023 (31 March 2022: 12,291,644). 16. Share Premium 2023 £’000 2022 £’000 At beginning of year 2,465 1,563 Premium on reissue of shares from treasury during the year 3 902 At end of year 2,468 2,465 2,567 shares were re-issued from treasury at a discount to NAV of 8.01% from the 2022 subscription price. No shares were re-issued from treasury. 17. Redemption reserve 2023 £’000 2022 £’000 At beginning of year 239 239 At end of year 239 239 Notes to the Accounts (continued) FOR THE YEAR ENDED 31 MARCH 2023 77 18. Retained earnings The table below shows the movement in the retained earnings analysed between revenue and capital items. 2023 2022 Revenue £’000 Capital £’000 Total £’000 Revenue £’000 Capital £’000 Total £’000 At beginning of year – 52,652 52,652 143 51,325 51,468 Net loss for the year 10 (159) (149) (6) (537) (543) Dividends paid nil (2022: 0.64p) – – – (137) – (137) Ordinary shares reissued from treasury – 3 3 – 2,052 2,052 Ordinary shares repurchased – (669) (669) – (188) (188) At end of year 10 51,827 51,837 – 52,652 52,652 There were no dividends paid during the year. All dividends are paid from the revenue reserve. 19. Net asset value per ordinary share The net asset value per ordinary share is based on the net assets attributable to the equity shareholders of £54,578,000 (2022: £55,390,000) and on 21,107,155 (2022: 21,433,314) ordinary shares, being the number of ordinary shares in issue at the year end, excluding treasury shares. 2023 2022 Undiluted Ordinary shareholders’ funds (£’000) 54,578 55,390 Number of ordinary shares in issue 21,107,155 21,433,314 Net asset value per ordinary share (pence) 258.58 258.43 Diluted Ordinary shareholders’ funds assuming exercise of Subscription shares (£’000) 60,333 61,106 Number of potential ordinary shares in issue 23,217,871 23,576,645 Net asset value per ordinary share (pence) 259.86p 259.18 The diluted net asset value per ordinary share assumes that all outstanding dilutive subscription rights (2023: 2,110,716, 2022: 2,143,331) were converted into ordinary shares at the year end and is calculated using the net asset value per ordinary share at the prior year end. Any shares to be issued under the subscription rules were anti- dilutive for the year ended 31 March 2023. This is an annual opportunity for shareholders to subscribe for 1 new share for every 10 held and the price will be equal to the audited undiluted NAV per share from the previous year. JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 78 20. Reconciliation of net cash outﬂow from operating activities 2023 £’000 2022 £’000 Net loss after taxation (149) (543) Loss on investments at fair value through proﬁt or loss 265 356 Increase in prepayments and accrued income (10) (24) Increase in accruals and other creditors 85 42 Foreign exchange gain (465) (155) Net cash outﬂow from operating activities (274) (324) 21. Reconciliation of ﬁnancial liabilities At 1 April 2022 £’000 Transactions in the year £’000 Cashﬂow £’000 At 31 March 2023 £’000 Short-term bank loan 3,000 – – 3,000 Sales of ordinary shares from treasury – (6) 6 – Shares repurchased – 669 (669) – Cash ﬂows from ﬁnancing activities 3,000 663 (663) 3,000 At 1 April 2021 £’000 Transactions in the year £’000 Cashﬂow £’000 At 31 March 2022 £’000 Short-term bank loan 900 – 2,100 3,000 Equity dividends paid – 137 (137) – Sales of ordinary shares from treasury – (2,954) 2,954 – Shares repurchased – 188 (188) – Cash ﬂows from ﬁnancing activities 900 (2,629) (4,729) 3,000 At 1 April 2020 £’000 Transactions in the year £’000 Cashﬂow £’000 At 31 March 2021 £’000 Short-term bank loan – – 900 900 Equity dividends paid – 244 (244) – Sales of ordinary shares from treasury – (3,159) 3,159 – Cash ﬂows from ﬁnancing activities – (2,915) 3,815 900 Notes to the Accounts (continued) FOR THE YEAR ENDED 31 MARCH 2023 79 22. Related parties Jupiter Unit Trust Managers Limited (‘JUTM’), the Alternative Investment Fund Manager, is a Company within the same group as Jupiter Asset Management Limited (‘JAM’), the investment adviser. JUTM receives an investment management fee as set out below. JUTM is contracted to provide investment management services to the Company subject to termination by not less than twelve months’ notice by either party. The basis for calculation of the management fee charged to the Company to 0.70% of net assets up to £150 million, reducing to 0.60% for net assets over £150 million and up to £250 million, and reducing further to 0.50% for net assets in excess of £250 million after deduction of the value of any Jupiter managed investments. The management fee payable to JUTM for the period 1 April 2022 to 31 March 2023 was £369,162 (year to 31 March 2022: £409,172) with £64,344 (31 March 2022: £33,296) outstanding at period end. There are no transactions with the Directors other than aggregated remuneration for services as Directors as disclosed in the Directors’ Remuneration Report on page 46 and as set out in Note 5 to the Accounts on page 67 and the beneﬁcial interests of the Directors in the Ordinary shares of the Company as disclosed on page 48. The Company has invested from time to time in funds managed by Jupiter Fund Management PLC or its subsidiaries. There were no such investments at the year end (31 March 2022: Nil). No investment management fee is payable by the Company to Jupiter Asset Management Limited in respect of the Company’s holdings in investment trusts, open-ended funds and investment companies in respect of which Jupiter Investment Management Group Limited, or any subsidiary undertaking of Jupiter Investment Management Group Limited, receives fees as investment manager or investment adviser. All transactions with related parties were carried out on an arm’s length basis. 23. Contingent liabilities and capital commitments There were no contingent liabilities or capital commitments at 31 March 2023 (2022: Nil). 24. Post balance sheet events Since the year end (1 April to 30 June) 439,300 ordinary shares were repurchased to be held in treasury and 13,639 ordinary shares were re-issued from treasury. JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 80 Directors Michael Naylor, Chairman Jaz Bains, Senior Independent Director Simon Baker, Chairman of the Audit Committee Baroness Bryony Worthington Registered Oce The Zig Zag Building The Zig Zag Building, 70 Victoria Street, London SW1E 6SQ Telephone 020 3817 1000 Facsimile 020 3817 1820 Website www.jupiteram.com/JGC Email [email protected] Authorised and regulated by the Financial Conduct Authority Investment Adviser & Secretary Jupiter Asset Management Limited The Zig Zag Building, 70 Victoria Street, London SW1E 6SQ Telephone 020 3817 1000 Facsimile 020 3817 1820 Authorised and regulated by the Financial Conduct Authority Custodian J.P. Morgan Chase Bank N.A 25 Bank Street, Canary Wharf, London E14 5JP Authorised and regulated by the Financial Conduct Authority Depositary J.P. Morgan Europe Limited 25 Bank Street, Canary Wharf, London E14 5JP Authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority Registrars Equiniti Limited Aspect House, Spencer Road, Lancing West Sussex BN99 6DA Telephone + 44 (0) 371 384 2030 Lines are open from 08:30 a.m. to 5:30 p.m. Monday to Friday. Calls are charged at the standard geographic rate and will vary by provider. Website Shareview.co.uk Independent Auditors Ernst & Young LLP Atria One, 144 Morrison Street, Edinburgh EH3 8EX Company Registration Number 05780006 Registered in England & Wales An investment company under s.833 of the Companies Act 2006. Investor Codes Sedol Number Ordinary shares B120GL7 ISIN Ordinary shares GB00B120GL77 Ticker Ordinary shares JGC LN The Company is a member of Company Information FOR THE YEAR ENDED 31 MARCH 2023 81 MSCI World Small Cap Index This document contains information based on the MSCI World Small Cap Index. Neither MSCI nor any other party involved in or related to compiling, computing or creating the MSCI data makes any express or implied warranties or representations with respect to such data (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or ﬁtness for a particular purpose with respect to any of such data. Without limiting any of the foregoing, in no event shall MSCI, any of its aliates or any third party involved in or related to compiling, computing or creating the data have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost proﬁts) even if notiﬁed of the possibility of such damages. No further distribution or dissemination of the MSCI data is permitted without MSCI’s express written consent. Retail distribution of non-mainstream products The Company currently conducts its aairs so that its shares can be recommended by Independent Financial Advisers 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. Performance Updates The Company publishes a monthly factsheet which contains key information about its performance, investment portfolio and pricing. The factsheets together with electronic copies of the most recent annual and half- yearly reports and accounts are available for download from www.jupiteram.com/JGC. Should you wish to be added to an email distribution list for future editions of the monthly factsheet, please send an email to [email protected]. For investors who do not have access to the internet, these documents are also available on request from Jupiter’s Customer Services Team on 0800 561 4000. Further information about the Company is also available from third-party websites such as Kepler Trust Intelligence: Home – Trust Intelligence | Kepler Partners The Association of Investment Companies – www.theaic.com Morningstar – www.morningstar.co.uk. Dividend Tax Allowance With eect from 6 April 2016 the dividend tax credit was replaced by an annual tax-free dividend allowance. Dividend income in excess of this allowance will be taxed according to your personal income tax bracket. The Company’s registrar will continue to provide shareholders with conﬁrmation of dividends paid shareholders should retain such conﬁrmations to enable them to calculate and report total dividend income received. Shareholders should note that it is their sole responsibility to report any dividend income in excess of their annual tax-free allowance to HMRC. Further information on the dividend tax allowance can be obtained from the HMRC website at https://www.gov.uk/tax-on-dividends Investor Information JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 82 Dividend reinvestment plan and managing your account online Shareholders may elect for the Company’s registrar, Link Group, to reinvest dividends automatically on their behalf. The reinvestment plan terms and conditions are available upon request from the helpline, by email to shares@ linkgroup.co.uk, or through www.signalshares.com. The helpline number is 0371 664 0300, or from overseas +44 (0) 371 664 0300. Calls to this number are charged at the standard geographical rate and will vary by provider. Calls outside of the United Kingdom will be charged at the applicable international rate. Lines are open from 09:00 a.m. to 5:30 p.m. Monday to Friday. Signal shares is the Link Group online portal enabling you to manage your shareholding online. If you are a direct investor you can view your shareholding, change the way the registrar communicates with you or the way you receive your dividends, and buy and sell shares. If you haven’t used this service before, all you need to do is enter the name of the Company and register your account. You’ll need your investor code (IVC) printed on your share certiﬁcate in order to register. Changes to our Data Privacy Notice We have updated our Privacy Notice to align with the new data privacy law in the European Union, known as the General Data Protection Regulation (GDPR) to which we are subject. Data protection and the security of your information always has been and remains of paramount importance to us. Any information concerning shareholders and other related natural persons (together, the data subjects) provided to, or collected by or on behalf of, Jupiter Unit Trust Managers Limited (the management company) and/or Jupiter Green Investment Trust PLC (the controllers) (directly from Data Subjects or from publicly available sources) may be processed by the controllers as joint controllers, in compliance with the GDPR. You are not required to take any action in respect of this notice, but we encourage you to read our Privacy Notice. Our privacy notice can be found on our website, www.jupiteram.com/Shared-Content/Legal-content- pages/Privacy/Investment-trusts. In the event that you hold your shares as a nominee, we request that you promptly pass on the details of where to ﬁnd our privacy notice to the underlying investors and/or the beneﬁcial owners. Investor Informations (continued) Investor Informations (continued) FOR THE YEAR ENDED 31 MARCH 2023 83 AIFMD Remuneration Qualitative Disclosures Jupiter Unit Trust Management Limited (“JUTM”) Decision-making process to determine remuneration policies Under the Jupiter’s Group’s framework ultimate responsibility in remuneration matters is held by the Board of Directors of Jupiter Fund Management Plc. The Board is supported in remunerated-related issues by the Remuneration Committee (“RemCo”). The Board is responsible for establishing the Group Remuneration Policy, and with support of the RemCo regularly reviewing the Group Remuneration Policy to meet any important regulatory developments and the objectives of the Group. The RemCo is delegated with the role of supporting the Board in setting remuneration guidelines, establishing share-based remuneration plans, and approving the aggregate variable remuneration expenditure of the Group as well as determining and proposing to the Board the individual total remuneration payable to the members of the Board (other than its chairman) for approval. The RemCo ensures that the Remuneration Policy and practices across the Group operate in line with EU regulations that apply to its regulated entities and delegates. The RemCo regularly reports to the Board on the status of its activities, the development of the remuneration architecture within the Group as well as on the operational implementation of this Policy. The RemCo consists of at least three members of the Board all of whom are Non-Executive Directors. Jupiter’s remuneration philosophy is aligned with the Group’s pre-incentive operating proﬁt as well as its tolerance for risk. The Group’s approach provides for remuneration that attracts and retains employees in each local market and motivates them to contribute to the development and growth of its business. The policy promotes sound and eective risk management and does not encourage inappropriate risk-taking. Link between pay and performance As described above, Jupiter operates a Group-wide remuneration policy, which applies to all employees across the Group. Jupiter ensures that any measurement of performance used to evaluate the quantum of variable remuneration elements or pools of variable remuneration elements:  includes adjustments for current and future risks, taking into account the cost and quantity of the capital and the liquidity required;  takes into account the need for consistency with the timing and likelihood of the ﬁrm receiving potential future revenues incorporated into current earnings;  is based on the performance of the Group, the individual and the relevant function / business unit or in the case of a fund manager, the fund(s), where ﬁnancial and non-ﬁnancial criteria are considered when assessing individual performance; and  is set within a multi-year framework to ensure that the assessment process is based on longer-term performance and associated risks, and to ensure that payment is spread over an appropriate period. Material Risk Takers The categories of sta for inclusion as Material Risk Takers for JUTM include:  Executive and non-executive members of the Board  Other members of senior management  Sta responsible for control functions The Material Risk Takers are identiﬁed and reviewed on an annual basis by the relevant entities and the RemCo in line with the criteria set out under EU regulations, namely: JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 84 If, in the performance of their professional activities certain sta of a delegate portfolio manager can have a material impact on the risk proﬁles of the funds they manage, these employees are considered as “Identiﬁed Sta”. For this purpose, the Group considers the respective delegate portfolio manager as subject to equally eective regulation if they are required by law and regulations or in accordance with internal standards to put in place a remuneration policy, which in accordance to the ESMA Remuneration Guidelines is considered equivalent in its objectives. The Group’s regulated entities will only delegate its portfolio management to ﬁrms, whose remuneration policy complies with the ‘equivalence standard’ as described. In line with ESMA Guidelines, proportionality is considered taking into account the following factors:  The percentage of assets under management;  Total assets under management; and  The average ratio between its ﬁxed and variable remuneration paid to sta. It should be noted that despite use of proportionality, the Group’s compensation arrangements involve high levels of deferral, payment in shares and performance adjustment provisions on commercial and risk management grounds. Further details in relation to the Qualitative disclosures are included in the Group Remuneration Policy. Quantitative disclosures The remuneration data provided below reﬂects amounts paid in respect of the performance year 2022 in relation to the funds managed by JUTM. JUTM manages approx. 48 funds with a combined AUM of GBP 27.3 billion. Total annual remuneration paid to all Management Company employees: Of which ﬁxed: Of which variable: Number of Management Company employees: Total remuneration paid to Identiﬁed Sta of the Management Company: 8,678,282 Of which paid to Senior Management: 2,755,669 Of which paid to other Identiﬁed Sta: 5,922,612 Number of Identiﬁed Sta: 23 Total annual remuneration paid to employees in delegate(s): 10,337,391 Of which ﬁxed: 1,344,131 Of which variable: 8,993,260 Number of beneﬁciaries: 6 Investor Informations (continued) FOR THE YEAR ENDED 31 MARCH 2023 85 Notes Remuneration for Material Risk Takers includes remuneration paid to employees of other group companies performing senior management functions for the Management Company. Remuneration for Material Risk Takers includes remuneration paid to employees of other group companies who perform fund management activities on behalf of the Management Company under the terms of a delegation agreement between the Management Company and their employer. The remuneration disclosed for these employees is the proportion of their total remuneration for the fund management activities they perform under a delegation agreement. In the ﬁgures above, ﬁxed remuneration relates to salary and pension beneﬁts and variable remuneration includes the annual bonus including any long-term incentive awards. These disclosures are in line with Jupiter’s interpretation of currently available regulatory guidance on quantitative remuneration disclosures. As market or regulatory practice develops Jupiter may consider it appropriate to make changes to the way in which quantitative remuneration disclosures are calculated. Where such changes are made, this may result in disclosures in relation to a fund not being comparable to the disclosures made in the prior year, or in relation to other Jupiter fund disclosures in that same year. Due to the increasing complexity of the business (i.e., Merian transaction), the information that is needed to provide a further breakdown of remuneration is not readily available and would not be relevant or reliable. Implementation of the remuneration policy for the Group is subject to an annual independent review. No material outcomes or irregularities were identiﬁed as a result of the most recent independent review, which took place in 2022. Shareholder Relations All shareholders have the opportunity to vote on the resolutions set out in the Notice of Meeting (‘Notice’) and to put questions regarding the Company to the directors and the Investment Adviser, in advance of the AGM. The Notice sets out the business of the AGM and any item not of an entirely routine nature is explained in the Directors’ Report or notes accompanying the Notice. Separate resolutions are proposed for each substantive issue. Information on proxy votes cast is available to shareholders attending the AGM and published thereafter on the Company’s website. The Company reports to shareholders twice a year by way of the Half Yearly Financial Report and Annual Report & Accounts. In addition, net asset values are published on a daily basis and monthly factsheets are published on the Company’s website www.jupiteram. com/JGC. The Board has developed the following procedure for ensuring that each director develops an understanding of the views of shareholders. Regular contact with major shareholders is undertaken by the Company’s corporate brokers and the corporate ﬁnance executive of the Investment Adviser. Any issues raised by major shareholders are then reported to the Board. The Board also receives details of all material correspondence with shareholders. The chairman and individual directors are willing to meet shareholders to discuss any particular items of concern regarding the performance of the Company. The chairman, directors and representatives of the Investment Adviser are also available to answer any questions which may be raised by a shareholder. Engagement with Stakeholders More information about how the Board fosters the relationships with its shareholders and other stakeholders, and how the Board considers the impact that any material decision will have on relevant stakeholders, can be found in the section 172 statement in the Strategic Report on page 26. JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS 86 Statement in Respect of the Annual Report & Accounts Having taken all available information into consideration, the Board has concluded that the Annual Report & Accounts for the year ended 31 March 2023, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s performance, income business model and strategy. The Board’s conclusions in this respect are set out in the Statement of Directors’ Responsibilities on page 50. Investor Informations (continued) FOR THE YEAR ENDED 31 MARCH 2023 87 Advice to shareholders In recent years investment related scams have become increasingly sophisticated and dicult to spot. We are therefore warning all our shareholders to be cautious so that they can protect themselves and spot the warning signs. Fraudsters will often:  contact you out of the blue  apply pressure to invest quickly  downplay the risks to your money  promise tempting returns that sound too good to be true  say that they are only making the oer available to you  ask you to not tell anyone else about it You can avoid investment scams by:  Rejecting unexpected oers – Scammers usually cold call but contact can also come by email, post, word of mouth or at a seminar. If you have been oered an investment out of the blue, chances are it’s a high risk investment or a scam.  Checking the FCA Warning List – Use the FCA Warning List to check the risks of a potential investment. You can also search to see if the ﬁrm is known to be operating without proper FCA authorisation.  Getting impartial advice – Before investing get impartial advice and don’t use an adviser from the ﬁrm that contacted you. If you are suspicious, report it  You can report the ﬁrm or scam to the FCA by contacting their Consumer Helpline on 0800 111 6768 or using their online reporting form.  If you have lost money in a scam, contact Action Fraud on 0300 123 2040 or www.actionfraud.police.uk For further helpful information about investment scams and how to avoid them please visit www.fca.org.uk/ scamsmart. Important Risk Warnings 88 JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS Alternative performance measures The European Securities and Markets Authority (‘ESMA’) published its guidelines on Alternative Performance Measures (‘APMs’). APMs are deﬁned as being a ‘ﬁnancial measure of historical or future ﬁnancial performance, ﬁnancial position, or cash ﬂows, other than a ﬁnancial measure deﬁned or speciﬁed in the applicable accounting framework.’ The guidelines are aimed at promoting the usefulness and transparency of APMs included in regulated information and aim to improve comparability, reliability and/or comprehensibility of APMs. The following APMs (indicated by ) are used throughout the annual report, ﬁnancial statements and notes to the ﬁnancial statements. Benchmark total return index A total return index is a type of equity performance index that tracks both the capital gains of a group of stocks over time, and assumes that any cash distributions, such as dividends, are reinvested back into the index. Diluted NAV per share The diluted NAV per share is the net asset value per ordinary share adjusted to assume that all the current subscription rights are taken up in full. Shareholders have the opportunity to subscribe for one new ordinary share for every ten held so the diluted net asset value per share of the Company at any point is calculated by dividing the net assets of the Company by the number of shares, plus 10%, in issue. The subscription rights of the shareholders are described in more detail in the Strategic Report on page 37. The calculation of the Diluted NAV per share is shown in Note 19 to the Accounts. Discount The amount, expressed as a percentage, by which the share price is less than the net asset value per share. As at 31 March 2023 the share price was 224.00p and the audited undiluted net asset value per share (cum income) was 258.58p, the discount therefore being (13.37%). As at 31 March 2022 the share price was 210.00p and the net asset value per share (cum income) was 258.43p, the discount therefore being (18.74%). Discount management Discount management is the process of the buy- back and issue of Company shares by the Company, to and from its own holding or ‘treasury’ with the intention of managing any imbalance between supply and demand for the Company’s shares and thereby the market price. The aim is to ensure that, in normal market conditions, the market price of the Company’s shares will not materially vary from its NAV per share. The authority to repurchase the Company’s shares is voted upon by the shareholders at each annual general meeting. Gearing Gearing is the borrowing of cash to buy more assets for the portfolio with the aim of making a gain on those assets larger than the cost of the loan. However, if the portfolio doesn’t perform well the gain might not cover the costs. The more an investment company gears, the higher the risk. Gearing is the ratio (£45,703) being gross borrowings (£3,000,000) less cash (£2,954,297) to its net assets (£54,577,938) expressed as a percentage (0.1%) as the loan drawn down exceeds the cash held. As at 31 March 2022 the Company’s net borrowings (£1,613,642) being gross borrowings (£3,000,000) less cash (£4,613,642) to its net assets (£55,389,661) expressed as a percentage (0.0%) as cash held exceeds the loan drawn down. Mid market price The mid-market price is the mid-point between the buy and the sell prices. NAV per share/Undiluted NAV per share The net asset value (‘NAV’) is the value of the investment Company’s assets less its liabilities. The NAV per share is the NAV divided by the number of shares in issue. The calculation of the NAV per Share/ undiluted NAV per share is shown in Note 19 to the Accounts. Glossary of Terms including alternative performance measures 89 FOR THE YEAR ENDED 31 MARCH 2023 Ongoing charges Ongoing charges are the total expenses including both the investment management fee and other costs, but excluding ﬁnance costs and performance fees, as a percentage of NAV. The calculation of the ongoing charges is provided in note 6 of the accounts. Premium The amount, expressed as a percentage, by which the share price is more than the net asset value per share. The Company is in a discount position for both 2023 and 2022. Treasury shares Treasury shares are the part of the issued share capital that is held by the Company. They do not rank for dividend income and do not have voting rights. The Company uses treasury shares for discount management purposes as described above and in more detail in the Report of the Directors on page 37. Undiluted NAV per share* The undiluted NAV per share is the net asset value per ordinary share with no adjustment for the assumed exercise of all current subscription rights. * Alternative performance measure. Glossary of Terms including alternative performance measures (continued) 90 JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS This Notice of Meeting is an important document. If you are in any doubt as to what action to take, you should consult an appropriate independent adviser. Notice is hereby given that the Annual General Meeting of Jupiter Green Investment Trust PLC will be held at the oces of Jupiter Asset Management Limited, The Zig Zag Building, 70 Victoria Street, London SW1E 6SQ on Thursday 14 September 2023 at 11:00 a.m. for the following purposes: Ordinary Business To consider and, if thought ﬁt, pass the following as ordinary resolutions: 1. That the Report of the Directors and the audited Accounts for the year ended 31 March 2023 be received. 2. That the Directors’ Remuneration Report for the year ended 31 March 2023 be approved. 3. That Mr Jaz Bains be re-elected as a director of the Company. 4. That Mr Simon Baker be re-elected as a director of the Company. 5. That Mr Michael Naylor be re-elected as a director of the Company. 6. That Baroness Bryony Worthington be re-elected as a director of the Company. 7. That Ernst & Young LLP be re-appointed as auditors of the Company. 8. That the directors be authorised to determine the remuneration of the auditors. Special Business To consider, and if thought ﬁt, to pass resolutions 9 and 10 as ordinary resolutions and resolutions and 11 to 13 as special resolutions: Ordinary resolutions: 9. That the directors of the Company be and they are hereby generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 (the ‘Act’), in substitution for and to the exclusion of any existing authority previously conferred on the directors under Section 551 of the Act, to allot shares in the capital of the Company (‘shares’) up to a maximum aggregate nominal amount of £6,894 provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution save that the Company may, before such expiry, make an oer or agreement which would or might require shares to be allotted after such expiry and the directors may allot shares in pursuance of such an oer or agreement as if the authority hereby conferred had not expired. 10. Continuation vote In accordance with the Articles, the directors are required to propose an ordinary resolution at the forthcoming AGM (and at every third annual general meeting thereafter) that the Company shall continue in being as an investment trust. Notice of Annual General Meeting 91 FOR THE YEAR ENDED 31 MARCH 2023 Special resolutions: 11. That the directors of the Company be and are hereby granted power pursuant to Section 570 and/or Section 573 of the Companies Act 2006 (‘the Act’) to allot equity securities (within the meaning of Section 560 of the Act) for cash either pursuant to the authority conferred by resolution 10 or by way of a sale of treasury shares, as if Section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to: a) the allotment of equity securities up to an aggregate nominal amount of £2,134; and b) in addition to the authority referred to in (a) above, in connection with an oer of equity securities by way of a rights issue or open oer to ordinary shareholders in proportion as nearly as may be practicable to their existing holdings subject to such limits or restrictions or other arrangements as the directors may deem necessary or expedient to deal with any treasury shares, fractional entitlements or securities represented by depositary receipts, record dates, legal, regulatory or practical problems in, or under the laws or requirements. 12. That the Company be and is generally and unconditionally authorised in accordance with Section 701 of the Companies Act 2006 (the ‘Act’) to make one or more market purchases (within the meaning of Section 693 of the Act) of ordinary shares provided that: a) the maximum number of shares that may be purchased is 3,100,156 ordinary shares, being 14.99% of the issued number of ordinary shares at 4 July 2023 or, if lower, such number as is equal to 14.99% of the issued number of ordinary shares at the date of passing the resolution; b) the minimum price which may be paid shall be 0.1 pence per ordinary share; c) the maximum price (excluding the expenses of such purchase) which may be paid for each ordinary share shall be the higher of: i) 105% of the average middle market quotations for such ordinary share taken from the London Stock Exchange Daily Ocial List for the ﬁve business days immediately preceding the day on which such share is purchased; and ii) the higher of the price of the last independent trade and the highest current independent bid as stipulated by Article 5(1) of Commission Regulation EC 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buyback programmes and stabilisation of ﬁnancial instruments (No. 2273/2003); and iii) unless renewed, the authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution save that the Company may, prior to such expiry, enter into a contract to purchase shares which will or may be completed or executed wholly or partly after such expiry. 13. That a General Meeting other than an Annual General Meeting may be called on not less than 14 clear days’ notice. By Order of the Board Jupiter Asset Management Limited Company Secretary 12 July 2023 Notice of Annual General Meeting (continued) 92 JUPITER GREEN INVESTMENT TRUST PLC I ANNUAL REPORT AND ACCOUNTS Notes for the Annual General Meeting 1. A member entitled to attend, and vote may appoint a proxy or proxies to attend, speak and vote instead of him or her. A proxy need not be a member of the Company. A form of proxy, if used, must be lodged at the Company’s registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing West Sussex BN99 6DA. not less than forty-eight hours (excluding non-business days) before the meeting. To appoint more than one proxy you may photocopy a paper proxy. You may appoint a person other than the Chairman as your proxy. Please indicate the proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. 2. Pursuant to Regulation 41 of the Uncertiﬁcated Securities Regulations 2001, the Company speciﬁes that to be entitled to attend and vote at the Meeting (and for the purpose of the determination by the Company of the number of votes they may cast), members must be entered on the Company’s register of members at close of business 48 hours before the meeting. If the Meeting is adjourned then, to be so entitled, members must be entered on the Company’s register of members at the time which is at close of business 48 hours before the time ﬁxed for the adjourned meeting or, if the Company gives notice of the adjourned meeting, at the time speciﬁed in that notice. 3. We are encouraging shareholders to vote electronically. Detailed below are the methods available to appoint a proxy: completing your proxy appointment online by logging on to www.sharevote.co.uk. Alternatively, if you have already registered for an account with Equiniti’s ShareView portfolio service, log into your account at www.shareview.co.uk and select Jupiter Green Investment Trust plc. If you require support with accessing either of the above this is available by calling our registrars, Equiniti, on +44 (0)371 384 2030; requesting a hard copy form of proxy from Equiniti on the telephone number shown above and returning the completed form to the address shown on the form; in the case of CREST electronic proxy appointment service, in accordance with the procedures set out below; or for institutional investors you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. 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 you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. For shareholders holding their shares through a nominee, please contact your nominee in order to register your vote. In each case proxies need to be received by Equiniti no later than 11:00 a.m. on 12 September 2023. Completion of a form of proxy will not prevent the shareholder from attending the meeting and voting in person. 4. If you require a paper proxy please contact our Registrar, Equiniti, on + 44 (0) 371 384 2030. Lines are open between 08:30 – 17:30, Monday to Friday excluding public holidays in England and Wales. 5. As at 4 July 2023 (being the latest practicable date prior to the publication of the Notice) the Company’s issued share capital was 33,724,958 ordinary shares of 0.1p each, of which 13,043,464 are held in treasury. As a result the total voting rights as at 4 July 2023 is 20,681,494. 6. The vote ‘Withheld’ is provided to enable you to abstain on any particular resolution. However, it should be noted that a ‘Withheld’ vote 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. 7. Any questions shareholders have concerned the business to be conducted at the meeting may be emailed to [email protected]. Please include your name and shareholder reference number. The Company will respond to each shareholder. 8. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting to be held on 14 September 2023 and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with CRESTCo’s speciﬁcations and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company’s agent ID (RA19) by the latest time(s) for receipt of proxy appointments speciﬁed in the notice of meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that CRESTCo does not make available special procedures 93 FOR THE YEAR ENDED 31 MARCH 2023 in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertiﬁcated Securities Regulations 2001. 9. If you have disposed of your holding in the Company, the report should be passed on to the person through whom the sale or transfer was aected for transmission to the purchaser or transferee. 10. 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/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. Corporate Representatives Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder, provided that they do not do so in relation to the same shares. 11. A copy of the Notice of meeting and other information required by Section 311A of the Companies Act 2006, can be found at www.jupiteram.com/JGC. 12. Under Sections 338 and 338A of the 2006 Act, members meeting the threshold requirements in those sections have the right to require the Company: (i) to give, to members of the Company entitled to receive notice of the meeting, notice of a resolution which those members intend to move (and which may properly be moved) at the meeting; and/or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may properly be included in the business at the meeting. A resolution may properly be moved, or a matter properly included in the business unless: (a) (in the case of a resolution only) it would, if passed, be ineective (whether by reason of any inconsistency with any enactment or the Company’s constitution or otherwise); (b) it is defamatory of any person; or (c) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be accompanied by a statement setting out the grounds for the request, must be authenticated by the person(s) making it and must be received by the Company not later than the date that is six clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request. 13. Under Section 527 of the Act, shareholders meeting the threshold requirement set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s Accounts (including the auditors’ report and the conduct of the audit) that are to be laid before the meeting; or (ii) any circumstances connected with an auditors of the Company ceasing to hold oce since the previous AGM at which the annual accounts and reports were laid in accordance with Section 437 of the Act. The Company may not require the shareholders requesting any such website publication to cover any costs incurred in complying with Section 527 or 528 and is required to forward any statement placed on a website to the Company’s auditors not later than the time when it makes the statement on the website. The business which may be dealt with at the meeting includes any statements that the Company has been required under Section 527 of the Act to publish on a website. 14. Shareholders are advised that, unless otherwise stated, any telephone number, website and email address set out in this Notice of Meeting, Form of Proxy, or Annual Report should not be used for the purpose of serving information on the Company (including the service of documents or information relating to the proceedings at the Company’s AGM). JUPITER GREEN INVESTMENT TRUST PLC | ANNUAL REPORT AND ACCOUNTS 4 101488 Jupiter Green Investment Trust annual report 31.03.22.indd 4101488 Jupiter Green Investment Trust annual report 31.03.22.indd 4 13/04/2022 14:33:1613/04/2022 14:33:16 Printed by Park Communications on FSC® certiﬁed paper. Park works to the EMAS standard and its Environmental Management System is certiﬁed to ISO 14001. This publication has been manufactured using 100% oﬀshore wind electricity sourced from UK wind. 100% of the inks used are vegetable oil based, 95% of press chemicals are recycled for further use and, on average 99% of any waste associated with this production will be recycled and the remaining 1% used to generate energy. This document is printed on Revive Oﬀset & Silk paper containing 100% recycled ﬁbre. The FSC® label on this product ensures responsible use of the world’s forest resources. jupiteram.com 101488 Jupiter Green Investment Trust annual report 31.03.22.indd 5101488 Jupiter Green Investment Trust annual report 31.03.22.indd 5 13/04/2022 14:33:2313/04/2022 14:33:23 jupiteram.com 101488 Jupiter Green Investment Trust annual report 31.03.22.indd 5101488 Jupiter Green Investment Trust annual report 31.03.22.indd 5 13/04/2022 14:33:2313/04/2022 14:33:23 JUPITER GREEN INVESTMENT TRUST PLC Annual Report & Accounts 101488 Jupiter Green Investment Trust annual report 31.03.22.indd 3101488 Jupiter Green Investment Trust annual report 31.03.22.indd 3 13/04/2022 14:33:0913/04/2022 14:33:09

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