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The Bankers Investment Trust PLC

Annual Report Jan 23, 2025

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Annual Report

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The Bankers Investment Trust PLC

Investing in bright ideas around the world

Annual Report 2024

Contents

Strategic report

  • Who we are
  • Delivering consistent value
  • Flexible and pragmatic global investing
  • Performance highlights
  • Chair's statement
  • Fund manager's report
  • Investing in action
  • A snapshot of our global portfolio
  • Regional portfolio manager reports
    • Pan Europe
    • North America
    • Japan
    • Pan Asia
  • Our portfolio holdings
  • Our approach to Environmental, Social and Governance (ESG) matters
  • Our Manager: Janus Henderson Investors
  • 27 Business model
  • Measuring our performance
  • Managing risks
  • Promoting the success of the Company
  • The Company's viability

Governance

  • Directors and fund managers
  • Directors' report
  • Corporate Governance report
  • Audit and Risk Assurance Committee report
  • Management Engagement Committee report
  • Marketing Committee report
  • Nominations Committee report
  • Directors' Remuneration report
  • Statement of Directors' Responsibilities
  • Independent Auditor's report

Financial statements

  • Statement of Comprehensive Income
  • Statement of Changes in Equity
  • Statement of Financial Position
  • Cash Flow Statement
  • Notes to the financial statements

Additional information

Glossary

  • Alternative Performance Measures
  • General Shareholder Information
  • Distribution of Assets, Rates of Exchange, Historical Record
  • Corporate Information

www.bankersinvestmenttrust.com

More information

Register for updates and insights about the Company:

Governance

Financial statements Additional information

The Bankers Investment Trust aims to bring together the best stock investment ideas from across the globe into one portfolio. Local experts in regions across the world identify investment opportunities, overseen by an experienced global fund manager.

About us

We invest in a select group of around 100 stocks across the globe.

These portfolios are more selective than an equivalent single region portfolio – offering shareholders a genuinely unique investment in each region. Regional stocks are selected by four local fund managers, each running a distinct regional portfolio. Experts in their markets, investing locally and seeking the best opportunities to grow both capital and income.

Bankers' strategic approach to investing aims to smooth out market swings for our shareholders while targeting capital and income growth.

From its founding in 1888, Bankers was created to give smaller investors access to global investment opportunities, lowering the cost of investment and managed by professional investors. We're still following those principles today."

Alex Crooke See p.8 Fund Manager's report

Purpose

The Company's purpose is to provide its shareholders with a diversified and cost-effective vehicle for growing capital and income.

See p.27 Business model

Capital Growth & Income

Awards

Alex Crooke Fund Manager

Delivering consistent value

Regional expertise in a global structure

Local experts offer a unique perspective on the markets they understand best. Meanwhile, Bankers' fund manager monitors the global investment outlook, dynamically allocating money between these experts and managing overall risk. Offering an exclusive range of local insights in a single investment.

The very best ideas

Bankers' focused portfolio of around 100 stocks consists of our portfolio managers' best ideas for income and capital growth building regional portfolios that are deliberately different to standalone funds.

Building a more focused portfolio than peers and index funds.

Follow the cash

The Company aims to offer consistent returns over time. To achieve this, the Company's managers look to businesses with established business models that generate cash to fund growth and dividend growth.

Bankers has grown its dividend for 58 consecutive years.

Considered investing

Our portfolio, diversified across sector and geography, aims to mitigate some of the risk of investing in equities. The Company's income offers investors a regular source of return, while the aim of capital growth is to fuel inflation-beating investment returns over the long term.

Seeking to limit volatility through a careful approach to stocks and shares.

Flexible and pragmatic global investing

Performance highlights

Year to 31 October 2024

Performance

This indicates a key perfomance indicator (KPI). KPIs are used to measure the success of your Company in meeting its objective and by the directors to evaluate the performance of the Manager.

Total return performance

Total return performance to 31 October 2024 1 year % 3 years % 5 years % 10 years % 15 years % NAV 1 21.1 12.9 50.3 168.7 364.1 Share price 2 21.4 4.4 33.7 148.3 365.7 Benchmark4 26.1 29.5 78.8 174.0 341.1

1 Net Asset Value ('NAV') total return assumes dividends reinvested and debt at fair value, see page 93

2 Share price total return is calculated using mid-market closing share prices

3 The alternative performance measures can be found on pages 93 to 94

4 FTSE World Index in Sterling terms. Although a composite benchmark is used for longer periods comprising the FTSE All-Share Index for the period to 31 October 2017 and the FTSE World Index from 1 November 2017 to 31 October 2024

A glossary of terms can be found on page 92

Sources: Association of Investment Companies, Janus Henderson, LSEG Datastream

Financial statements Additional information

Performance highlights continued

Dividend performance

Dividend total1 Per share for the year

2.688p (2023: 2.56p)

Dividend yield2 At the end of the year

2.4%

Revenue reserves Per share3

2.45p (2023: 2.24p)

Dividend growth4 For the year

5.0%

(2023: 10.0%)

Years of consecutive growth

58

Dividend growth over 10 years

81.6%

Dividend growth over 10 years to 31 October 2024 0 20 40 60 80 100 Dividend growth rate (LHS) CPI growth rate (RHS) 2014 % CPI % 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 0 10 20 30 40 50

Source: Janus Henderson, LSEG Datastream

1 Comprising 3 interim dividends paid in May, August and November 2024 and a recommended final dividend of 0.672p due for payment on 28 February 2025

  • 2 Based on the dividends paid or recommended for the year and the share price at the year end
  • 3 The is calculated after the deduction of the third interim and final dividends

4 This represents the four ordinary dividends paid or recommended for the year to 31 October 2024 as compared to the previous year (see page 80 for more details)

Chair's statement

Real returns from regional experts

Highlights of the year

Net Asset Value total return

+21.1%

(2023: 5.2%)

58 years of dividend growth Dividend per share growth

Dear Shareholder,

Performance

In the year to 31 October 2024, your Company delivered strong absolute performance with a net asset value total return of 21.1% (2023: 5.2%) and a share price total return of 21.4% (2023: -0.7%). This underperformed the FTSE World Index total return of 26.1% (2023: 5.7%). It is worth noting that only a few investment funds have outperformed our global benchmark index this year.

Markets were dominated by returns in the US, led once more by the Magnificent Seven technology companies. The US market rose by 30.3% in sterling terms during the year, roughly double the return from European and Japanese stocks over the same period. Both stock selection in the US and the Company's relative underweight to the US market contributed to the underperformance. Further discussion of performance is contained in the Fund Manager's report.

I believe that one of the benefits for shareholders of the Company's approach to global investing is exposure to market experts, based in their regions. This was demonstrated by the Japanese portfolio this year. While most economies have suffered in recent years from higher inflation, the emergence of Japan from decades of deflation has supported their stock market. The declining working age population is leading to better wage growth. Japanese companies are also improving productivity and increasing return on equity by paying out a higher proportion of profits and buying back stock. Our Japanese portfolio was able to benefit from these trends and outperformed the local market during the year.

Portfolio changes

As reported in our half-year update, the portfolio is now managed through four regional sleeves: Pan Europe, North America, Japan and Pan Asia. The restructuring has concentrated the number of holdings to

Governance

Financial statements Additional information

Chair's statement continued

approximately 100. The impact of dedicating more capital towards the best ideas in the portfolio can be seen in the top 10 holdings amounting to 22.8% of gross assets this year, compared to 17.4% last year.

The allocation towards the US equity market has increased from 40% a year ago to 50% at the year end and is currently 60% at the time of writing. We hope to see improved performance relative to the benchmark next year as a result of these changes.

Revenue, dividends and share buybacks

Revenue earnings per share of 2.63p (2023: 2.72p) allows the Board to recommend a final quarterly dividend of 0.672p per share, resulting in total dividends per share for the year of 2.688p (2023: 2.56p), an increase over last year of 5%. The final dividend will be paid on 28 February 2025 to shareholders on the register of members at the close of business on 24 January 2025.

This will be the Company's 58th successive year of annual dividend growth, the second longest record in the investment trust sector. As discussed in the half-year update, the dominance of the low-yielding US stocks over global markets has meant our income mandate has put the Company at some disadvantage when it comes to capturing future capital returns. Revenue reserves will be used to top up future dividends in the short to medium-term in order to give the Manager the flexibility to invest in some of the lower-yielding sectors of the market. The build-up in revenue reserves over the past

decade will support these efforts. The Company remains committed to progressive dividend growth.

For the current financial year, the Board expects to recommend dividend growth of at least 2.0%, which is in line with the forecast for UK Consumer Price Index ('CPI') inflation in a year's time and equates to a full year dividend of 2.742p per share.

Discount management

In common with our investment trust peers, the Company's shares have continued to trade at a wide discount to net asset value. A total of 88,341,407 shares were bought back in the year ended 31 October 2024 (2023: 60,618,929 shares were repurchased). This activity is beneficial to ongoing shareholders, as shares are only purchased when the Company's shares are trading at a wide discount thereby enhancing shareholder value. The Company will continue to buyback shares to be held in treasury as appropriate.

Annual General Meeting ('AGM')

I look forward to welcoming shareholders to the Company's AGM, scheduled to take place at 12 noon on Tuesday, 25 February 2025 at the offices of Janus Henderson Investors at 201 Bishopsgate, London EC2M 3AE. Light refreshments will be served. All voting will be on a poll and therefore we would ask that you submit your proxy votes in advance of the meeting.

If you are unable to attend in person, you can watch the meeting live on the internet by visiting www.janushenderson.com/bnkr-agm. If you have any questions about the Annual Report, the Company's performance over the year, the investment portfolio or any other matter relevant to the Company, please write to us via email at [email protected] in advance of the AGM.

The Board is proposing a number of changes to modernise the Company's articles of association as summarised in the Notice of Meeting. These changes are based on the provisions of the Listing Rules and ensure that best practice on corporate governance is enshrined within the Company's articles.

Outlook

I have cautious optimism about the future. The prospect for further interest rate cuts on the back of lower inflation gives credence to the view that this year's performance will not be given up next year. The new administration in the US appears focused on growth and reform, which will be welcomed by many businesses there.

The large unknown next year will be the effect of rising tariffs on global trade, initiated by the US. I expect the worstcase headline figures will be negotiated downwards by many countries and a stronger US dollar will ironically reduce the impact of absorbing price rises for non-US companies. Provided the economic outlook prevails, Bankers is in a strong position to take advantage of a broadening out in markets.

Simon Miller

Chair

15 January 2025

I believe that one of the benefits for shareholders of the Company's approach to global investing is exposure to experts, based in their regions."

Fund manager's report

A year of change

Summary

  • The Bankers Investment Trust achieved NAV growth of 21.1% in the year to 31 October 2024.
  • Over the year, the portfolio went though a significant transition, reducing the regional portfolios from six to four and significantly dropping the number of stocks held in the Company's portfolio overall.
  • In market terms, the year was marked by volatility. Nearly all of the world's major markets saw substantial fluctuations as a result of external factors including policy, politics and the interest rate cycle.

The reduction in stocks towards 100 holdings was completed in October and the portfolio is more concentrated into the investment team's best ideas."

The year started with optimism that, despite higher interest rates, the world would avoid an economic recession. The view that central banks had engineered a soft landing carried equity markets to new highs through the first half of the year. Once more, technology shares and anything related to Artificial Intelligence ('AI') led the way although the broader market, especially the financials, did participate. In the summer, new job creation slowed and inflation stopped its descent causing a wobble in markets. This was amplified by negative news coming out of Asia and Europe, as their economic growth stalled. Investors sought new policies in markets like China and Germany to stimulate growth but politicians offered little to support their equity markets. Meanwhile in July the Japanese currency reached breaking point and sharply corrected against the US dollar, disrupting the Yen carry trade. However, it did not take long for renewed optimism to be established as interest rates in Europe and then the US, finally started to be cut. Our financial year ended the week before the US presidential election with markets at all time highs, buoyed by the prospect of a Trump win.

The portfolio performed in line with the market until mid-year when Asia and Japan both diverged in performance from the rest of the world. Then Europe also faded against the US following the collapse of the French government. Finally, the US market left all others behind in the run up to the presidential election. Our broadly diversified portfolio has impacted returns, in a year when the US market outperformed the rest of the world by over 10%. Stock selection was also affected by stock picking in the consumer discretionary sector and health care. Consumers were clearly struggling with higher inflation and spending patterns have changed, impacting some past winners like Nike, Burberry and Samsonite. Health care stocks suffered from a sharp derating as investors switched from defensive health care franchises to chase the AI story. The technology underweight in the portfolio was eliminated but not holding Nvidia proved painful for relative performance. The company has strong new order growth but the valuation is now assuming that doubling sales growth and elevated margins carry on for a decade ahead. This would be an unusual outcome in a historically cyclical sector. Competition is also increasing from in-house AI chips developed by the large technology companies, such as Alphabet and Meta.

The portfolio turnover was exceptional this year and will settle back next year. We have taken advantage of market conditions and large block trades to reposition the portfolio cost effectively, as well as raising the US allocation. The reduction in stocks towards 100 holdings was completed in October and the portfolio is more concentrated into the investment team's best ideas. The Chinese A share portfolio was significantly reduced as we failed to see meaningful government policy to revive the economy, retaining just two holdings making electrical equipment and appliances.

Fund manager's report continued

Income and gearing

The underlying level of dividend growth that each of the companies we hold has broadly held up, although it is apparent that the companies listed in the US increasingly favour a share buyback over cash distributions to shareholders. The US market now yields just over 1% and this trend towards higher levels of capex and buying back stocks is likely to affect future income growth from that market. The overall investment income fell 6.9% during the year, which reflects a higher proportion of the portfolio invested in zero yielding securities, a higher allocation to the US market and raising cash for the Company's buybacks. The declining number of shares in issue meant that the Company's earnings per share only fell 3.3% during the year. The outlook for income essentially depends on future corporate profits rising, although structurally there is a shift amongst the wider investment community towards prioritising capital return over dividends.

We expect corporate profits to rise further next year while interest rate cuts will ease the pressure on consumers."

The gearing at the year end was relatively low at 1.5% as we sold down some positions in Asia and the UK late in the year. We have subsequently increased gearing post the year end. We also allowed the £20m loan facility with SMBC Bank International to expire as we did not anticipate utilising the facility while short term interest rates remain high. For the moment we have sufficient levels of longterm borrowings at a historically low average cost of 2.7%.

Outlook

The health of the US economy and the impact of the new Trump administration dominates the outlook for global equities. Experience tells us that seismic shifts in economic growth are very rare and that we should probably expect Trump's key policies of tariffs, deregulation and deportation of immigrants to have only a modest effect on markets in the long term. Of course, in the short term, there will be hyperbole from commentators, both positive and negative, on the outlook. Trump's policies appear to be inflationary in nature and so it is likely that higher short and more importantly long-term rates than over the last twenty years will curtail much of the optimism eventually. The long-term challenge for the US market is the scale of the budget deficit and whether investors will continue to fund the US government at current yields.

Unlike the highly indebted governments around the world, the companies we own have rarely been in better health. They have generally locked in the low financing rates a few years back and are benefiting from growing levels of capex developing new products and innovation in AI. We expect corporate profits to rise further next year while interest rate cuts in Europe and Asia will ease the pressure on consumers. The falling return on cash and shorter dated bonds, will mean equities remain attractive to investors despite the increase in valuations we have seen this year. We expect a broadening out of markets as the earnings growth from those companies outside the handful of large technology companies catches up and their valuations look far more appealing.

Alex Crooke

15 January 2025

Performance attribution
Portfolio Performance Performance of the Index
Performance of Equity Portfolio vs Benchmark 26.12%
Gross Performance of the Portfolio 20.20
Other Factors Due to Gearing
Ongoing Charge 2.22
Timing Residual (0.51)
(0.83) 0.88
Performance of Net Asset Value (total return) 21.08%

Source: Janus Henderson

Investing in action

What we focused on

Where we found investment ideas this year and the portfolio's key holdings in these themes.

Technology

We have focused on semiconductor equipment suppliers in the Technology sector. Almost all cutting edge semiconductors are made in Taiwan, but governments in Europe, Japan and the US are investing to incentivise future manufacturing in their regions. We are expecting strong orders to be posted by companies like KLA (US), Taiwan Semiconductor Manufacturing (Taiwan) and ASML (Netherlands), which produce critical parts of the semiconductor manufacturing supply chain.

Financials

We have maintained a significant exposure to banks, especially retail banks with mortgage and deposit-taking operations. Central banks have held interest rates higher for longer than expected, which has benefitted our holdings of banks such as Morgan Stanley, Unicredit and NatWest.

Health care

We believe that weight loss and reducing obesity will be the key focus for government health programmes in the coming decade. We hold the two leading providers of weight loss drugs, Eli Lilly (US) and Novo Nordisk (Denmark), which will both benefit from the demand for increased drug availability and prescriptions.

Looking ahead

Consumer behaviour

We are looking into consumer spending patterns around the world to identify which holdings may be at risk from changing trends. Sharply rising prices in recent years have forced consumers to look for better value and defer purchases of large ticket items. We are assessing where sales may be due to recover and where sales may be permanently lower.

Focusing on India

Indian economic growth has slowed in 2024 but we expect higher growth in 2025. As such, we are analysing new investments in the financial sector that could benefit from a rise in growth.

Theme – Electrification

As countries target net zero carbon emissions by 2050, huge investments will need to be made in renewable electricity generation. Often overlooked, though, will be the investment required in national electricity grids to move the electricity from wind or solar farms to the point of use.

Electricity demand is forecast to grow rapidly in the coming decades as more cars become electric and infrastructure for AI expands to meet demand.

We see a great opportunity in investing into companies around the world that are in the value chain modernising and expanding national electricity grids. Annual investment is forecast to double by 2030 and triple by 2050, while grid lengths need to increase by 90%*.

Stocks

Company % of
portfolio
Market
value
Siemens (Germany)
National Grid (UK) 1.51% £22.1m
Hitachi (Japan) 1.41% £20.5m
Schneider Electric (France) 1.05% £15.3m
Eaton (US) 0.96% £13.9m
Nari Technology (China) 0.73% £10.6m
Trane Technologies (US) 0.69% £10.0m
Power Grid (India) 0.64%
0.42%
£9.3m
£6.0m

See p.11 Portfolio snapshot

Reference: *IEA, World Energy Outlook, 2022. www.iea.org/reports/world-energy-outlook-2022/outlook-for-electricity

A snapshot of our global portfolio

Classification of Investments and Portfolio Weighting as at 31 October 2024

Sector breakdown

Regional breakdown

Geographical analysis as at 31 October 2024

Top 10 holdings

Rank Company % of
portfolio
Market
value
£'000
1 Microsoft 4.49 65,307
2 9
Apple
3.20 46,595
3 Amazon 2.43 35,436
4 Broadcom 1.93 28,032
5 Alphabet 1.86 27,066
6 KLA Corp 1.85 26,961
7 CME 1.85 26,908
8 Visa 1.77 25,759
9 UnitedHealth 1.75 25,474
10 American Express 1.63 23,729
Total 22.76 331,267

Regional portfolio manager reports

Pan Europe

Portfolio Manager Jamie Ross

Jamie joined Henderson in 2007 and works in the London office. He has been managing the Pan Europe sleeve of the portfolio since 2018 and was appointed Deputy Fund Manager in 2024.

Portfolio

As at 31 October 2024

Assets £372.4m
Allocation 25.6%
Income £15.4m

Total return (£)

Year to 31 October 2024

Bankers 16.4%
FTSE World Europe 16.6%

Geographical breakdown of region

Review

The European portfolio marginally underperformed a strong benchmark return. The year started with investors concerned about weakening economic activity. This concern gradually dissipated through the year as the 'soft landing' narrative gained traction and equity markets rallied on this improved sentiment. Our best performing positions included an Italian bank, UniCredit, a British producer of meat products, Cranswick, and a French engine manufacturer, Safran. A disparate group of companies. Our worst performing positions included some of our winners of the last few years, Novo Nordisk, the Danish diabetes and obesity company, and ASML, the Dutch semi-conductor equipment company. The underperformance of these companies reflects a change in market dynamics that occurred midway through the year. We saw an abrupt sell-off in technology shares and this had a knock-on impact on other strongly-performing areas of the market. We tend to look through these technical factors and have maintained our positioning.

Activity

Towards the end of the year, the merger of the UK and Continental European sleeves took place and this resulted in a period of trading activity where we reduced our UK holdings from 32 names to 6 and our Continental European holdings from 31 to 18 names. This has resulted in a high-conviction portfolio of 24 companies with broad thematic and sectoral exposure. We remain focused on sustainable free cash flow growth at a reasonable price. The portfolio continues to be overweight to the UK market compared to the benchmark, although at a reduced level. The largest overweight sectors are Consumer Discretionary and Technology, while the largest underweights relative to the benchmark are Basic Materials and Health Care.

Governance

Regional portfolio manager reports continued

Sector breakdown

Case study: SGS

A new position was initiated in the Swiss testing company SGS during the previous fiscal year, and this holding has been added to during the current year. SGS is a business capable of strong levels of structural growth, however they have struggled to translate this growth into profit margin progress; this is now changing. SGS operates in a highly fragmented industry and it is encouraging to see signs that SGS is starting to devote more capital to acquisitions.

North America

Portfolio Manager Jeremiah Buckley

Jeremiah joined Janus in 1998 and works in the Denver office. He has been managing the North America sleeve of the portfolio since 2022.

Portfolio

As at 31 October 2024

Assets £721.4m
Allocation 49.6%
Income £10.5m

Total return (£)

Year to 31 October 2024

Bankers 20.3%
FTSE World North America Index 30.3%

Review

The North America portfolio underperformed the benchmark over the year to 31 October 2024. The portfolio returned 20.3% compared to 30.3% for the FTSE World North America Index. Our underperformance versus the index was driven by the overall underperformance of low volatility and dividend growth style factors. Security selection in consumer discretionary and semiconductor sectors was negative as the best performers in these areas of the market do not pay material dividends.

Markets saw positive performance during the period as inflation metrics moderated enabling the Federal Reserve to begin lowering interest rates while the labour market and consumer spending remained strong. Market performance was driven by strength in the Technology and Financials sectors. The weakest performing sectors were the more defensive sectors with Health Care, Energy and Consumer Staples underperforming.

American Express, Morgan Stanley, Oracle, and Trane Technologies all performed well and contributed to the gain in the portfolio. Nike was the largest detractor to performance during the period as competitors took share in running and lifestyle athletic shoes. Accenture, Starbucks, and Deere were also detrimental to overall performance.

Activity

New positions added during the period included Meta Platforms, Booz Allen Hamilton, and Eaton. Meta Platforms is a leading social media company that has accelerated growth by using AI to improve the experience for both its users, as well as the advertisers on its platforms. Booz Allen Hamilton provides management and technology consulting services to the defence, civil, and intelligence markets and is seeing an acceleration in demand for its differentiated simulation expertise. Eaton manufactures engineered products for industrial, construction and aerospace markets and is seeing strong demand from datacentre construction and electricity grid investments.

Some of the positions that were exited during the period included JP Morgan, Texas Instruments, and Automatic Data Processing; all primarily due to the stocks approaching our price targets. JP Morgan has benefited from a strong recovery in capital markets and above normal net interest margins. Texas Instruments has seen weakening demand in the auto and industrial end markets which has lowered earnings estimates for the analogue semiconductor industry. Automatic Data Processing was exited due to concerns about the impact of AI on its future growth prospects.

Governance

Regional portfolio manager reports continued

Sector breakdown

Case study: American Express

American Express was the strongest contributor to performance in the North America portfolio during the period as travel spending continued to recover globally. American Express gained share within the higher spending consumer segments globally, notably growing share of younger card holders through differentiated advertising and card benefits. The company's value proposition has driven customer engagement and accelerated loan growth. The shares trade on a valuation discount to the market and yet are expected to grow earnings above the market.

Japan

Portfolio Manager Junichi Inoue

Junichi joined Henderson in 2016 and works in the Tokyo office. He has been managing the Japan sleeve of the portfolio since 2017.

Portfolio

As at 31 October 2024

Assets £197.2m
Allocation 13.5%
Income £4.1m

Total return (£)

Year to 31 October 2024

Bankers 17.3%
FTSE World Japan Index 15.2%

Review

The Japan sleeve returned 17.3%, outperforming the FTSE Japan Index, which returned 15.2%. The index return in local currency was 22.4%. Unfortunately, due to the prolonged wide gap in interest rates, the yen continued to depreciate, negatively impacting the overall return.

Japan continued to witness a mild inflation trend, with the core Consumer Price Index ('CPI') consistently surpassing the Bank of Japan's target of 2.0%. Wage growth began to exceed CPI, giving the Bank of Japan confidence to end the negative interest rate policy in March and to implement a further hike in July. Corporate governance reform has been accelerating. This year has witnessed more companies reducing cross-shareholdings to improve capital efficiency. The total return from the equity market continued to grow faster than earnings per share growth.

Corporate earnings are registering all-time highs, helped by inflation and yen depreciation. Major indices exceeded previous highs recorded during the late 1980's Japanese bubble, however valuations remained attractive. Despite robust performance for most of the year, there was an indiscriminate sell-off during the third quarter, which caused short-term underperformance for the portfolio. Although the index level returned to the pre-crash level, risk appetite does not yet seem to have fully recovered.

Hitachi was the largest positive contributor to performance as its subsidiary Hitachi Energy reported a strong order book amid growing global energy demand. Ebara, an industrial conglomerate with a rapidly growing presence in semiconductor equipment manufacturing, performed well due to a recovery in the semiconductor market. Conversely, NTT and Seven & I Holdings were the leading detractors. NTT suffered from a margin squeeze due to higher costs and tougher competition, while Seven & I Holdings struggled to maintain profit in the US as higher petrol prices impacted general spending by consumers.

Activity

The selection process continued to focus on high-quality businesses that can create shareholder value through generating high levels of cash return on invested capital. The portfolio's positions in the financial sector were increased by adding Resona Holdings, believing their share price had not adequately priced in the positive impact of interest rate normalisation. We also sold positions in Nippon Telegraph and Telephone and Seven & I Holdings, after their original investment cases had been derailed.

Governance

Regional portfolio manager reports continued

Sector breakdown

Case study: Resona Holdings

Resona Holdings is one of the portfolio's new investments this year. This super-regional bank, like all banks in Japan, has suffered over the last eight years from the Bank of Japan's negative interest rate policy. Now interest rates are increasing, they are seeing a significant positive impact on profitability, as deposits transition from a cost burden to a profit generator. Loan demand has also increased on the back of mild inflation, which we believe the market continues to underestimate.

Pan Asia

Portfolio Manager Sat Duhra

Sat joined Henderson in 2011 and works in the Singapore office. He has been managing the Pan Asia sleeve of the portfolio since 2022.

Portfolio

As at 31 October 2024

Assets £164.3m
Allocation 11.3%
Income £7.7m

Total return (£)

Year to 31 October 2024

Bankers 10.5%
FTSE All-World Asia Pacific
(ex Japan) Index
21.5%

Geographical breakdown of region

Review

The Pan Asia portfolio rose 10.5% over the period, underperforming the FTSE All-World Asia Pacific (ex Japan) Index which rose by 21.5%.

The underperformance was due to the underweight position in China as a series of measures to support the property and equity market were released towards the end of the period under review creating strong returns for domestically focused names. The weighting in Australian energy and materials also detracted following weaker China demand.

The biggest positive contributors were Taiwan technology holdings of Hon Hai Precision, MediaTek and Taiwan Semiconductor Manufacturing (TSMC). Meituan, Goodman Group and Samsung Fire & Marine Insurance were also key contributors.

BHP Group, Pilbara Minerals and Woodside Energy were the key detractors along with a number of China consumer names Anta Sports, Netease and PDD Holdings. Samsonite was also a key detractor following weaker operating performance as competition increased.

Activity

During the period we increased the Taiwan and Indian exposure; the two best performing markets over the period. In Taiwan we added technology names Hon Hai Precision and MediaTek, while increasing the position in TSMC. The opportunity from the global AI infrastructure build-out is compelling for these key global technology players.

In India we added HCL Technologies, an IT services company, and GAIL, a gas pipeline infrastructure owner. GAIL is increasing the utilisation of its gas network as economic activity picks up.

In Australia we sold the positions in Woodside Energy, BHP Group and Pilbara Minerals given the lower demand outlook from weaker economic growth in China. The global demand for iron ore fell and lithium supply increased alongside weakening demand. These sales funded a new position in Goodman Group, a high quality developer of datacentres which performed strongly as demand for datacentres is expected to increase.

We repositioned the Chinese listed holdings in the portfolio away from more cyclical names that are exposed to the current macro-economic slowdown and instead focused on structural growth themes which are driven by domestic demand. Nari Technology is an example of a strong domestic name that produces software for the grid network increasing capacity and efficiency as power demand rises.

Governance

Regional portfolio manager reports continued

Sector breakdown

Case study: TSMC

Taiwan Semiconductor Manufacturing Company (TSMC) is the largest company in Asia. As the leading manufacturer of semiconductors it occupies a critical position in the global technology supply chain. It is a beneficiary of accelerating demand driven by high performance computing to include personal computers, games consoles and servers along with smartphone and automotive segments and more recently the explosive demand for AI infrastructure. As the dominant global semiconductor manufacturer, TSMC will be involved in whatever technology dominates.

Our portfolio holdings

Portfolio holdings as at 31 October 2024

Ranking Valuation Sales Appreciation/ Valuation
2024 2023 Company Country 2023
£'000
Purchases
£'000
proceeds
£'000
(depreciation)
£'000
2024
£'000
% of
portfolio
1 1 Microsoft US 57,500 2,797 (2,989) 7,999 65,307 4.49
2 2 Apple US 30,506 19,052 (8,857) 5,894 46,595 3.20
3 # Amazon US 33,722 1,714 35,436 2.43
4 82 Broadcom US 7,203 13,704 7,125 28,032 1.93
5 # Alphabet US 22,815 4,251 27,066 1.86
6 5 KLA Corp US 20,579 1,142 (1,990) 7,230 26,961 1.85
7 18 CME US 12,928 13,084 896 26,908 1.85
8 7 Visa US 19,047 5,202 (1,706) 3,216 25,759 1.77
9 4 UnitedHealth US 21,616 3,774 84 25,474 1.75
10 12 American Express US 14,457 6,210 (9,159) 12,221 23,729 1.63
11 # Meta US 16,301 6,959 23,260 1.60
12 20 Chevron US 12,592 11,233 (1,026) 22,799 1.57
13 49 AbbVie US 9,136 9,700 (1,497) 4,887 22,226 1.53
14 # Siemens Germany 21,549 569 22,118 1.52
15 51 Compass UK 8,924 12,287 (1,470) 2,102 21,843 1.50
16 # Amgen US 22,630 (1,815) 67 20,882 1.43
17 11 Novo Nordisk Denmark 15,735 6,380 (2,572) 948 20,491 1.41
18 # National Grid UK 21,444 (982) 20,462 1.41
19 55 SGS Switzerland 8,784 9,671 1,842 20,297 1.39
20 9 TotalEnergies France 16,810 5,362 (2,328) 19,844 1.36
21 54 Morgan Stanley US 8,831 8,665 (4,376) 6,655 19,775 1.36
22 73 UniCredit Italy 7,812 5,363 5,729 18,904 1.30
23 # American Electric Power US 17,931 456 18,387 1.26
24 85 Deutsche Boerse Germany 7,049 8,275 2,825 18,149 1.25
25 21 Oracle US 12,288 2,057 (3,319) 7,116 18,142 1.25
26 60 Hermes France 8,440 11,758 (2,950) 875 18,123 1.25
27 # Prologis US 19,378 (1,528) 17,850 1.23
28 3 Accenture US 28,250 788 (12,473) 684 17,249 1.19
29 41 Eli Lilly US 9,556 3,601 3,907 17,064 1.17
30 10 Toyota Motor Japan 16,790 1,545 (1,176) (275) 16,884 1.16
31 # NatWest UK 15,313 1,429 16,742 1.15
32 # Informa UK 17,087 (502) 16,585 1.14
33 24 Roche Switzerland 11,416 6,730 (2,583) 724 16,287 1.12
34 40 Marriott International US 9,608 3,306 3,104 16,018 1.10
35 30 Sanofi France 10,419 4,910 649 15,978 1.10
36 # Johnson & Johnson US 15,624 (2) 15,622 1.07
37 33 Hitachi Japan 10,313 (3,669) 8,610 15,254 1.05
38 56 ASML Netherlands 8,770 7,684 (1,357) 15,097 1.04
39 141 Stryker US 4,649 8,549 1,520 14,718 1.01
40 # Philip Morris International US 14,520 187 14,707 1.01
41 # Verizon Communications US 14,483 213 14,696 1.01
42 43 Safran France 9,490 4,329 (3,322) 3,736 14,233 0.98
43 # Amphenol US 14,566 (402) 14,164 0.97
44 # Raytheon Technologies US 14,385 (387) 13,998 0.96
45 # Schneider Electric France 13,180 740 13,920 0.96
46 138 Constellation Brands US 4,707 9,807 (913) 13,601 0.93
47 46 Munich Re Germany 9,287 3,520 (1,673) 1,496 12,630 0.87
48 44 SAP Germany 9,364 (2,540) 5,500 12,324 0.85
49 95 Cranswick UK 6,529 3,012 (430) 3,038 12,149 0.83
50 72 DSM-Firmenich Netherlands 7,879 6,801 (3,530) 919 12,069 0.83

All securities are equity investments

Not held last year

Convertibles and all classes of equity in any one company being treated as one investment

Our portfolio holdings continued

Ranking Valuation
2023
Purchases Sales
proceeds
Appreciation/
(depreciation)
Valuation
2024
% of
2024 2023 Company Country £'000 £'000 £'000 £'000 £'000 portfolio
51 64 Taiwan Semiconductor Manufacturing Taiwan 8,214 (3,861) 7,493 11,846 0.81
52 23 Sony Japan 11,489 2,581 (2,543) 287 11,814 0.81
53
54
59
#
Tokio Marine
Oversea-Chinese Banking
Japan
Singapore
8,513 783 (2,030) 4,529 11,795 0.81
55 109 Intermediate Capital UK 11,863 (1,091) 829 11,601 0.80
56 42 Sumitomo Mitsui Japan 5,786 5,000 (2,641) 3,172 11,317 0.78
57 52 Daiichi Sankyo Japan 9,538 1,929 (2,525) 2,312 11,254 0.77
58 # Vertex Pharmaceuticals US 8,892 1,791 (1,665) 2,090 11,108 0.76
59 29 Shin-Etsu Chemical Japan 10,860 153 11,013 0.76
60 # Booz Allen Hamilton US 10,628 308 (2,251) 2,294 10,979 0.75
61 # Infineon Technologies Germany 9,117 1,639 10,756 0.74
62 # Eaton US 11,855 (1,266) 10,589 0.73
63 # Fujitsu Japan 10,395 191 10,586 0.73
152 NARI Technology Development China 8,547 1,798 10,345 0.71
64 4,087 5,276 648 10,011 0.69
65 80 Intuit US 7,322 2,122 (777) 1,301 9,968 0.68
66 69 Mitsubishi Japan 8,175 2,682 (2,452) 1,439 9,844 0.68
67 # Mitsui Fudosan Japan 10,576 (758) 9,818 0.67
68 # HSBC Hong Kong 8,509 1,131 9,640 0.66
69 # Resona Japan 10,119 (912) 268 9,475 0.65
70 67 Asahi Japan 8,188 2,502 (912) (403) 9,375 0.64
71 # Meituan China 6,500 2,843 9,343 0.64
72 # Lenovo Hong Kong 9,339 (406) 383 9,316 0.64
73 145 Trane Technologies US 4,502 927 3,846 9,275 0.64
74 # Las Vegas Sands US 9,274 (99) 9,175 0.63
75 76 Bank Mandiri Indonesia 7,734 3,543 (2,897) 722 9,102 0.63
76 84 Macquarie Bank Australia 7,057 3,369 (3,837) 2,398 8,987 0.62
77 # Hon Hai Precision Taiwan 5,536 (1,647) 4,660 8,549 0.59
78 129 HDFC Bank India 4,995 2,639 674 8,308 0.57
79 # Shimizu Japan 7,651 368 8,019 0.55
80 128 Midea China 5,006 6,916 (6,236) 2,259 7,945 0.55
81 # Goodman Australia 7,173 (1,678) 2,412 7,907 0.54
82 167 Nitori Japan 3,125 4,509 33 7,667 0.53
83 53 Dai-ichi Life Japan 8,863 359 (2,939) 1,213 7,496 0.52
84 # Anheuser-Busch Belgium 14,939 (6,650) (795) 7,494 0.51
85 # Dell Technologies US 7,051 252 7,303 0.50
86 # HCL Technologies India 6,458 (759) 1,399 7,098 0.49
87 164 Canon Japan 3,192 3,005 705 6,902 0.47
88 90 Samsung Electronics South Korea 6,752 8,892 (6,239) (2,527) 6,878 0.47
89 # Uber Technologies US 6,836 41 6,877 0.47
90 # Hyundai Motor South Korea 7,492 (478) (144) 6,870 0.47
91 # Samsung Fire & Marine Insurance South Korea 6,414 (1,163) 1,492 6,743 0.46
92 92 Ebara Japan 6,679 477 (5,174) 4,676 6,658 0.46
93 # GAIL India 7,742 (1,151) 6,591 0.45
94 # MediaTek Taiwan 5,681 (1,377) 1,997 6,301 0.43
95 88 Power Grid India 6,934 1,124 (4,520) 2,511 6,049 0.42
96 # DMG Mori Japan 7,358 (760) (551) 6,047 0.41
97 162 Disco Japan 3,409 1,535 (1,342) 2,299 5,901 0.41
98 # Mercari Japan 5,235 415 5,650 0.39
99 # First Pacific Hong Kong 5,438 (196) 5,242 0.36
100 # Shimamura Japan 8,778 (3,034) (792) 4,952 0.34
101 102 Cellnex Telecom Spain 6,049 5,052 (7,065) 710 4,746 0.33
1,455,333 100.00

All securities are equity investments

Not held last year

Convertibles and all classes of equity in any one company being treated as one investment

Our approach to Environmental, Social and Governance (ESG) matters

How we integrate ESG considerations in our investment decisions

The Board believes that integrating ESG into investment decision-making and ownership practices is an important factor for delivering the investment outcomes our shareholders seek. ESG considerations are therefore a fully embedded component of the investment process employed by the Fund Manager, and the wider Janus Henderson investment teams. The Company integrates ESG but does not pursue a sustainable investment objective or otherwise take ESG factors into account in a binding manner. ESG integration is the practice of incorporating material environmental/social and governance information or insights in a non-binding manner alongside traditional measures into the investment decision process to improve long-term financial outcomes of portfolios. ESG related research is one of many factors considered within the investment process.

Defining ESG

Environment

Environmental factors include climate change, use of natural resources, pollution, waste management, water usage and deforestation.

Social

Social factors include corporate culture, diversity, health and safety, community relations and supply chain management.

Governance

Governance factors include business ethics, board composition, remuneration and shareholder rights.

Investment considerations

Resilience of business models is crucial to the Company's investment strategy. The Company's investment philosophy pays particular attention with regard to cash generation and dividend growth over the medium term. As such, a considerable amount of time is spent by the Fund Manager identifying fundamental factors, including ESG factors which may impact profits, cash flow and dividends and ensuring that investee companies have robust policies and processes in place to manage these.

Whilst no company is specifically excluded based on ESG considerations, the Fund Manager would seek to avoid companies where ESG risks are not sufficiently considered or managed. As the Fund Manager strives to understand all drivers of company performance, he also strives to understand the risks. An evaluation of ESG factors is integral to this.

Governance is a key part of fundamental factor analysis with good corporate governance supportive of long-term decision-making and investment returns. The significance of environmental and social factors can vary depending on the sector and the region in which a company operates.

Nonetheless, each ESG factor, in addition to the quantitative and qualitative assessments, is an important consideration.

Fundamental factors considered vary, but may include:

Financial
Analysis
Capital structure, balance sheet
strength, revenue growth, free cash flow,
earnings growth, return on invested
capital, leverage ratios.
Qualitative
Evaluation
Executive management, business model,
industry growth, barriers to entry,
competitive strength, product cycle,
macro cycle.
Environmental Sustainable sourcing, emissions, water
usage, energy dependency, regulatory
impact, waste management.
Social Labour practices, data privacy,
workplace safety, supply chain
standards, diversity, community action,
customer support.
Governance Accounting standards, shareholder
rights, voting structure, transparency,
compensation, board independence.
Valuation Discounted cash flow, sum of the parts,
dividend payout, price to earnings, price
to book, free cash flow yield, enterprise
value/EBITDA (earnings before interest,
taxes, depreciation, amortisation).

The Manager engages MSCI, a leading firm researching and rating ESG factors globally, to support investment research. MSCI can also be used to monitor the holdings within the Company and analyse its overall ESG risk exposure.

Carbon Intensity (tCO2e/USD million)

Source: MSCI, Bankers and Index weights as at 31 October 2024

Governance

Financial statements Additional information

Our approach to Environmental, Social and Governance (ESG) matters continued

Carbon Intensity (Scope 1+2) is a metric used to compare company emissions across industries. MSCI divides the absolute emissions by total revenue, meaning the figure is expressed in tonnes of carbon dioxide equivalent per USD million of total revenue. The overall portfolio of the Company is 25% (2023: 29%) less carbon intensive than the benchmark. The lower carbon intensity of the Company's portfolio principally reflects a greater exposure to greener, lower carbon based, electricity generators and a significantly lower exposure to fossil fuel energy companies than the index.

Distribution of MSCI ESG Company Ratings Universe

Bankers Benchmark

Source: MSCI, Bankers and Index weights as at 31 October 2024 MSCI Risk data as at 31 October 2024

MSCI's ESG ratings are ranked using a seven-point AAA-C scale. Both the Company and the benchmark score A ratings using this analysis. The Company has 0.5% exposure to companies with the lowest C scores, with more exposure to AAA rated stocks than the benchmark.

Carbon emissions

Source: MSCI, Bankers and Index weights as at 31 October 2024

The above chart shows the direct and indirect carbon emissions of the holdings in both the Company and the benchmark. These emissions are based on the assets under management of the Company compared to an equivalent portfolio of assets under management

invested in the benchmark. Scope 1 and 2 emissions are the direct emissions from a company's operations and scope 3 emissions are indirect emissions. The Company's direct and indirect carbon emissions are 19% lower than the benchmark.

Engagement and stewardship

Stewardship is a fundamental part of the Manager's long-term, active approach to investment management. Strong ownership practices, including engagement with management and boards, can help protect and enhance long-term shareholder value. Janus Henderson supports the UK Stewardship Code and is a founding member of the UN Principles of Responsible Investment. Additionally, Janus Henderson is a supporter of a number of broader ESG initiatives such as the Access to Medicine Index which aims to improve availability of health care in developed and emerging markets and Climate Action 100+, an investor-led initiative to engage with heavily emitting companies to reduce their greenhouse gas emissions.

As a part of the research process, portfolio managers and analysts meet frequently with company management, senior executives and boards, with Janus Henderson conducting thousands of meetings per year. These meetings typically occur prior to initiating a position and throughout the holding period. The portfolio managers develop long-term relationships with the management of firms in which they invest. Should concerns arise over a firm's practices or performance, they would seek to leverage these constructive relationships by engaging with company management or express their views through voting on management or shareholder proposals. Escalation of engagement activities depends upon a company's individual circumstances.

Engagement example

Environmental

The Investment Manager's in-house ESG team conducted a piece of thematic research on the issue of water risk within the brewery industry. They engaged with a number of companies across the globe, including Anheuser-Busch InBev. The aim of the thematic research was to establish how these companies think about water usage, and how they deal with the issue of water as a diminishing resource. Water is extremely important to these companies and as well as being used in many processes in the production of beverages, water also forms a significant portion of the beverage itself; it takes up to 6 litres of water to make each litre of beer. All of the major European listed brewers were engaged with and the team observed strong performances from Anheuser-Busch InBev in setting site-specific water targets, conducting robust scenario analysis and in engaging closely with their supply chain. The team also questioned what these companies were doing to try to mitigate water-related risks. We will continue to engage on these issues.

Engagement example

Social

We engaged with Lenovo during the year, in order to better understand their process for collating ESG data and their actions to improve diversity. Lenovo is considered a leader in ESG among technology companies. They partner with CDP to get responses on climate data from suppliers and have achieved a 96% response rate. They have also provided numerous training sessions to suppliers on data reporting and other capabilities. The company published ESG education videos to better educate the concepts to suppliers. All the related information feeds into an In-house ESG digital platform for analysis. This allows Lenovo to have quick access to their progress and map out actions for Lenovo scope 3 carbon emissions. Lenovo uses Everstream, an end-to-end third-party risk management platform to run through their supply chain functions, global logistics and manufacturing. The company targets to have 27% female representation in management by 2025, and for 20% female representation on the board by 2025-26. To accomplish this goal, they are expanding their potential pool of candidates. The career development program provides learning opportunities and sponsorships. Their Women's Leadership Program is a program targeted at developing female leaders within the company.

Voting

The Board believes that voting at general meetings is an important aspect of corporate stewardship and a means of signalling shareholder views on board policy, practices and performance.

We have chosen to delegate responsibility to Janus Henderson for voting the rights attached to the shares held in the Company's portfolio and the Manager actively votes at shareholder meetings and engages with companies as part of the voting process.

Voting decisions are taken in keeping with the provisions of the Manager's Responsible Investment Policy ('RI Policy'). The RI Policy can be found on the Manager's website at www.janushenderson.com.

Corporate governance regimes vary significantly as a function of factors such as the relevant legal system, extent of shareholder rights and level of dispersed ownership. The voting and engagement activities vary according to the market and pay close attention to local market codes of best practice.

However, there are certain core principles that are universal:

  • disclosure and transparency;
  • board responsibilities;
  • shareholder rights; and
  • audit and internal controls.

A key element of the Board's approach to proxy voting is to support these principles and to foster the long-term interests of our shareholders.

In order to retain oversight of the process, the Board regularly receives reports on how the Manager has voted the shares held in the Company's portfolio and reviews, at least annually, the RI Policy, which sets out the Manager's approach to corporate governance, corporate responsibility and Janus Henderson's compliance with the UK Stewardship Code.

In the period under review, investee companies held 195 general meetings. The shares held in the Company's portfolio were voted at 99.5% of these meetings. The level of governance in leading global companies is generally of a high standard in terms of best practice which meant support in favour of most of the resolutions proposed by management was warranted. However, in respect of 80 meetings, support was not warranted for all of the resolutions proposed and, following discussion between the Fund Manager and Janus Henderson's governance team, the shares were voted against the passing of at least one resolution.

Voting record

1 Represents meetings where all proposals for that company at that meeting date were voted with vote instructions of 'for'

* Note: "MSOP" frequency = Management Say On Pay frequency proposal votes allow shareholders to determine whether, going forward, the "say-on-pay" vote to approve compensation should occur every one, two, or three years

In terms of the resolutions not supported, these covered three predominant governance themes relating to Director Election/Related, Non-salary compensation, Routine/Non Routine proposals.

Source: Janus Henderson using Institutional Shareholder Services ("ISS") categories

Our approach to Environmental, Social and Governance (ESG) matters continued

Engagement example

Governance

During the year, we engaged with META, focusing on a wide range of financially material ESG factors related to its practices on privacy and data security. Specifically, we delved into the theme from four different angles, including teen mental health & youth protection, data privacy, content moderation, and responsible AI. META has added significant technical and human resources into each area, investing a total of more than \$20bn into safety & security since 2016. The company highlighted the important role of AI in helping to detect harmful contents while also recognising and actively managing the potential risks of AI, especially with respect to misinformation/disinformation during election seasons. Overall, this was a constructive conversation which gave us advanced insights into META's policies and practices around various safety & privacy related issues and built the ground for ongoing monitoring and engagement with the company.

We continued our engagement with Tokio Marine, a Japanese insurance company, by highlighting how cross-shareholdings distort capital efficiency and risk regulatory oversight on the pricing of insurance contracts. This has resulted in a plan for the significant sell-down of cross-shareholdings over the next five to six years, the proceeds from which will be distributed to shareholders. This should result in a higher return on equity and hopefully a better valuation. We will continue to monitor progress and maintain a dialogue with management.

The environment

As an investment company, the Company's own direct environmental impact is minimal. The Company has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors' reports) Regulations 2013. For the same reasons, the Company considers itself to be a low energy user under the Streamlined Energy & Carbon Reporting ("SECR") regulations and therefore is not required to disclose energy and carbon information.

The Manager recognises the importance of managing its operational activities in a sustainable way and minimising any adverse impact on the environment.

In 2021 Janus Henderson reached its three-year target to reduce its carbon footprint by 15% per full-time employee ("FTE") from 2018 levels. In 2022, using guidance from the Science-Based Target Initiative, Janus Henderson set

ambitious new five-year reduction targets versus a 2019 baseline and per FTE:

  • reduction target of 29.4% in Scope 1 (fuel) and Scope 2 (electricity) emissions;
  • reduction target of 17.5% in Scope 3 (business travel, freight, paper, water, waste) emissions; and
  • reduction target of 17.5% on water and waste consumption by FTEs.

In addition to this, Janus Henderson has maintained a CarbonNeutral® certification since 2007 and offsets all its operational Scope 1, Scope 2 and Scope 3 emissions each year. Through this process, Janus Henderson has invested in a variety of offset projects around the world, delivering financial support to essential renewable energy, forestry and resource conservation projects that support reductions in greenhouse gas emissions. All projects Janus Henderson supports have been classified as 'additional' by an independent third party, meaning that they would not happen without the sale of carbon credits.

Janus Henderson discloses its carbon emissions annually through regulatory and voluntary reporting frameworks, including SECR and the CDP (formerly the Carbon Disclosure Project), as well as in its 2023 Responsibility Report, which provides more information.

Janus Henderson produces product-level Task Force on Climate-Related Financial Disclosures ('TCFD') reports. These reports include an overview of the climate-related governance, strategy, risk management, and metrics and targets of Janus Henderson and its portfolios. Productlevel metrics include absolute carbon emissions, carbon footprint, weighted average carbon intensity, implied temperature rise and climate scenario analysis (Climate Value at Risk). Janus Henderson's TCFD Report specific to Bankers is available on the Company's website at www.bankersinvestmenttrust.com.

Business ethics

As the Company's operations are delegated to thirdparty service providers, the Board seeks assurances, at least annually, from its suppliers that they comply with the provisions of the UK Modern Slavery Act 2015 and maintain adequate safeguards in keeping with the provisions of the Bribery Act 2010, Criminal Finances Act 2017 and the sanctions element of the Economic Crime Act (Transparency and Enforcement) 2022.

Richard West

Senior Independent Director 15 January 2025

1 Certain information contained herein (the "Information") is sourced from/copyright of MSCI Inc, MSCI ESG Research LLC, or their affiliates ("MSCI"), or information providers (together the "MSCI Parties") and may have been used to calculate scores, signals, or other indicators. The Information is for internal use only and may not be reproduced or disseminated in whole or part without prior written permission. The Information may not be used for, nor does it constitute, an offer to buy or sell, or a promotion or recommendation of, any security, financial instrument or product, trading strategy, or index, nor should it be taken as an indication or guarantee of any future performance. Some funds may be based on or linked to MSCI indexes, and MSCI may be compensated based on the fund's assets under management or other measures. MSCI has established an information barrier between index research and certain Information. None of the Information in and of itself can be used to determine which securities to buy or sell or when to buy or sell them. The Information is provided "as is" and the user assumes the entire risk of any use it may make or permit to be made of the Information. No MSCI Party warrants or guarantees the originality, accuracy and/or completeness of the Information and each expressly disclaims all express or implied warranties. No MSCI Party shall have any liability for any errors or omissions in connection with any Information herein, or 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

Our Manager: Janus Henderson Investors

Bankers Investment Trust is managed by Janus Henderson Investors. The Company has been managed by Janus Henderson since 1971.

Janus Henderson is a global asset manager with over 340 investment professionals and 24 offices globally, employing over 2,000 people and managing £285bn of client assets. Janus Henderson has a long history of managing investment trusts and currently manages 11 investment trusts.

Access to global equity team based around the world

Each of Bankers regional portfolio managers is based in their region and is part of a specialist equities team. With offices on four continents and sector specialists in growing areas, including technology and health care, the portfolio managers have deep expertise at their fingertips. They can take advantage of Janus Henderson's broad research capabilities and disciplined insights to select and monitor the Company's portfolio holdings.

Together, under the direction of Alex Crooke, Bankers' four regional portfolio managers use their local knowledge to identify companies benefiting from global trends in their respective regions, to build a truly unique global portfolio.

Investment trusts, understood

Janus Henderson has been involved in investment trusts since its foundation in 1934. It remains one of the largest investment trust asset managers in the UK. As a result, Bankers benefits from the support of a dedicated investment trust team, including specialised legal, accounting, marketing and sales support.

www.janushenderson.com

Client assets managed

Employees

+2,000

Offices globally

24

Investment professionals

340

As at 30 September 2024

Additional information

Business model

Investment Objective

Over the long-term, the Company aims to achieve capital growth in excess of the FTSE World Index and dividend growth greater than inflation, as measured by the UK Consumer Price Index ('CPI'), by investing in companies listed throughout the world.

Purpose

The Company's purpose is to provide its shareholders with a diversified and cost-effective vehicle for growing income and capital. We achieve this by investing predominantly in the equity of those publicly listed companies 'across the world' which we expect can deliver growing cash flows and pay dividends.

Investment policy

The following investment ranges apply:

  • Equities: 80% to 100%.
  • Debt securities and cash investments: 0% to 20%.
  • Investments trusts, collective funds and derivatives: 0% to 15%.

To achieve an appropriate spread of investment risk the portfolio is broadly diversified by geography, sector and company. The Manager has the flexibility to invest in any geographic region and any sector with no set limits on individual country or sector exposures and, therefore, the make-up and weighting of the portfolio may differ materially from the FTSE World Index.

The Manager primarily employs a bottom-up stock picking investment process, across four regional portfolios, to identify suitable opportunities. While each regional portfolio manager employs their own investment style, they all pay particular regard to cash generation and dividend growth over the medium term. The Company can, but normally does not, invest up to 15% of its gross assets in any other investment companies (including listed investment trusts).

Derivatives

The Company may use financial instruments known as derivatives for the purpose of efficient portfolio management while maintaining a level of risk consistent with the risk profile of the Company.

Gearing

The Company can borrow to make additional investments with the aim of achieving a return that is greater than the cost of the borrowing. The Company can borrow up to 20% of net assets at the time of draw down.

Note: Any material change to the investment policy would require the prior approval of both shareholders and the FCA.

Values and culture

The Board applies various policies, practices and behaviour to ensure that the Board's culture is in line with the Company's purpose, values and strategy. The Directors promote mutual support combined with constructive challenge. Integrity, fairness and diligence are defining characteristics of the Board's culture.

The Company has a number of policies and procedures in place to assist with maintaining a culture of good governance including those relating to Directors' conflicts of interest, Directors' dealings in the Company's shares, bribery (including the acceptance of gifts and hospitality) and tax evasion. The Board assesses and monitors compliance with these policies regularly through Board meetings and the annual evaluation process (for more information see the performance evaluation section on pages 56 & 57.

Sustainability

The Board believes the business model provides investors with a cost-effective mechanism for achieving longterm investment goals and builds relationships with third-party service providers with this approach in mind. The Company offers a broadly diversified global exposure with concentrated regional 'best ideas' portfolios. It has a strong long-term performance record, both absolute and relative to its benchmark index. Please see page 96 for more detail.

The Company's ongoing charge is amongst the lowest of actively managed equities funds.

Unlike open-ended funds, as an investment trust the Company has been able to build up over many years a significant revenue reserve (income not paid out in good years) which, in tougher years, can be drawn on to continue delivering a reliable and growing dividend.

Benefits

The Company's business model offers numerous advantages (see pages 27 to 29 also for more detail).

The Company's status

The Company is an investment company as defined in section 833 of the Companies Act 2006 ('the Act') and operates as an investment trust in accordance with section 1158/9 of the Corporation Tax Act 2010 as amended. The Directors are of the opinion that the Company has conducted its affairs in compliance with section 1158/9 since approval was granted and intends to continue to do so.

The Company's shares are listed on the Main Market of the London Stock Exchange and the Company is subject to the UK Listing Rules, Prospectus Regulation Rules and Disclosure Guidance and Transparency Rules published by the Financial Conduct Authority ('FCA'). The Company is also listed on the Main Board of the New Zealand Stock Exchange ('NZX') and is subject to the NZX Listing Rules. The Company is a member of the Association of Investment Companies ('AIC').

The Company, and the Board, is governed by its Articles of Association, amendments to which must be approved by shareholders by way of a special resolution.

Position at year end

At 31 October 2024, the portfolio contained 101 (2023: 183) individual investments excluding those held at nil value, with the largest single investment accounting for 4.5% (2023: 4.0%) of total investments and the top 25 holdings totalling 43.9% (2023: 30.9%) of total investments. There was one holding in a listed investment company in the portfolio (2023: two). There were no derivatives held in the portfolio (2023: nil).

Borrowings

The Company has the following unsecured private placement fixed rate loan notes with respective

annualised coupon rates: £50 million 3.68% 2035; £37 million 2.28% 2045 and €44 million 1.67% 2041.

The Company had a £20 million loan facility with SMBC Bank International plc which expired at the end of February 2024 and was not renewed.

Net gearing at 31 October 2024 was 1.5% (2023: 7.1%) of net asset value.

Ongoing charge and other costs

The ongoing charge reflects those expenses of a type which are likely to recur in the foreseeable future, whether charged to capital or revenue, and which relate to the operation of the Company as an investment company, excluding the costs of acquisition or disposal of investments, financing costs, gains or losses arising on investments and taxation. In accordance with the AIC methodology, the ongoing charge is based on actual costs incurred in the year as being the best estimate of future costs.

The Board believes that the ongoing charge during the year represented good value for money for shareholders. There is, however, some debate over the most appropriate measure of investment company costs (and how these are calculated) to enable shareholders to assess value for money and to make comparisons between companies. Whilst industry agreement on how best to present a single figure for costs remains elusive, the Company continues to focus on the ongoing charge as a readily understood measure of the underlying expenses of running the business. We are also presenting the information on all costs in a single table. This indicates the main cost headings in money terms and as a percentage of average net assets.

Category of cost 2024
£'000
2024
% of
average
net assets
2023
£'000
2023
% of
average
net assets
Management fee
Other recurring
expenses
6,190 0.42 5,966 0.42
Ongoing charge
figure
1,252 0.09 1,017 0.08
Portfolio
transaction costs
7,442
1,617
0.51
0.11
7,073
725
0.50
0.05

Liquidity and discount management

Our aim is for the Company's share price, as far as possible, to reflect closely its underlying net asset value, to reduce share price volatility and to have a liquid market in the shares.

The ability to influence this meaningfully over the longer term is, of course, limited. However, the Board intends, subject always to the overall impact on the portfolio, the pricing of other investment companies and overall market conditions, to consider share issuance and buybacks.

We believe that flexibility is important and that it is not in shareholders' interests to have specific share issuance and share buyback policies.

Business model continued

Arrangements with the Manager

The Company qualifies as an Alternative Investment Fund ('AIF') in accordance with the Alternative Investment Fund Manager Directive ('AIFMD'). The Company has appointed Janus Henderson Fund Management UK Limited ("JHFM") to act as its alternative investment fund manager ("AIFM"). JHFM delegates investment management services to Janus Henderson Investors UK Limited ("JHIUK") in accordance with an agreement effective from July 2014 and most recently revised in November 2024 to reflect current regulation and industry standards, with no changes to terms affecting the relationship with the Manager. The management agreement with JHFM is reviewed annually by the Management Engagement Committee (see page 54), and can be terminated with six months' notice. JHFM delegates investment management services to Janus Henderson Investors UK Limited, which acts as Manager. Both entities are authorised and regulated by the FCA. References to Janus Henderson and the Manager within this report refer to the services provided by both entities.

The Company has engaged third-party service providers to undertake its day-to-day operations. The management agreement between the Company and Janus Henderson sets out the matters over which the Manager has authority, including management of the Company's assets and the provision of accounting, company secretarial, administration and sales and marketing services.

The fund management team is led by Alex Crooke, who has been in place since 2003. He is assisted by Jamie Ross, Jeremiah Buckley, Junichi Inoue, and Sat Duhra. Jamie Ross was appointed as Deputy Fund Manager during the year following the retirement of Mike Kerley.

Some of the administration and accounting services to be provided by Janus Henderson are carried out on its behalf by BNP Paribas SA. Wendy King FCG acts as Company Secretary on behalf of the Corporate Secretary, Janus Henderson Secretarial Services UK Limited.

Fees

The Manager is entitled to a management fee charged at a rate of 0.45% per annum on the first £750 million of net assets, 0.40% per annum on net assets in excess of £750 million up to £1.5 billion and 0.35% of net assets in excess of £1.5 billion.

For the purpose of the fee calculation, the net assets are as at the last day of the quarter immediately preceding the quarter in respect of which the calculation is made.

Arrangements with Depositary, Custodian and Registrars

The Company has appointed a Depositary (as explained on page 92), who, in turn, has appointed the Custodian who is responsible for the safe custody of the Company's assets. The Company has also appointed Registrars to maintain its register of members and assist shareholders with queries in respect of their holdings. Each of these principal contracts was entered into after full and proper consideration by the Board of the quality and cost of the services offered, including the control systems in operation in so far as they relate to the affairs of the Company. Fees paid to service providers are disclosed in note 6 on page 78.

Environmental, Social and Governance (ESG) matters

The report on pages 22 to 25 forms part of the Company's Business Model.

Diversity and Inclusion

It is the Company's aim to have an appropriate level of diversity in the Boardroom.

The Directors have broad experience and skills, bringing knowledge of investment markets, business, financial services and stakeholder expertise to discussions on the Company's business. The Directors regularly consider the leadership needs and specific skills required to achieve the Company's investment objective.

The Nominations Committee considers diversity in its broadest sense when making recommendations for appointments to the Board, see page 57. The Board's prime responsibility, however, is the strength of the Board and its overriding aim in making any new appointments must always be to select the best candidate based on objective criteria and merit.

Currently the Board comprises five Directors, two female and three male. See page 57 for further details of the Company's diversity policy and compliance with recommended diversity targets.

The Board also takes an interest in the diversity initiatives in place at the Manager. These include Janus Henderson's gender and ethnicity pay gap analysis, returnship, trainee, apprenticeship and internship programmes, such as Greenwood Project, Investment 2020 and #100 Black Interns. The Board monitors the culture at Janus Henderson and appreciates that the Manager fosters and maintains an environment that values the unique talents and contributions of individuals, and strives to cultivate and practise inclusiveness for the long-term success of the business and for the benefit of its employees, investors and shareholders.

Measuring our performance

In order to measure the success of the Company in meeting its objectives and to evaluate the performance of the Manager over time, the Directors use the following Key Performance Indicators ('KPIs'): Further information on KPIs, which are established industry measures, can be found in the alternative performance measures on pages 93 to 94. The KPIs are presented in the performance highlights on page 4 and below.

KPI Action
Net asset value ('NAV')
and share price
See p.4
At each Board meeting, the Board reviews the Company's NAV with debt
at fair value and share price performance (capital only and total return)
and measures it against the benchmark index, the FTSE World Index. The
Board also reviews the performance of the Company's regional portfolios
and compares that against relevant regional indices. In addition, the Board
considers NAV and share price total return performance against the
Company's closest peers in the Association of Investment Companies
('AIC') Global sector and the average performance of the AIC Global sector
and the open-ended Investment Association Global and Global Equity
Income sectors.
Share price discount/
premium to NAV
See p.4
The Company publishes a NAV per share figure daily through the official
newswire of the London Stock Exchange. This figure is calculated in
accordance with the AIC's formula. At each Board meeting, the Board
monitors the level of the Company's share price discount/premium to
NAV and reviews the discount/premium against the Company's closest
peers in the AIC Global sector and the sector average.
The Board considers the use of share buybacks and share issues to
manage the supply and demand for the Company's shares and enhance
shareholder value.
Dividends per share
See p.5
At each Board meeting, the Board reviews a revenue forecast. These
forecasts are used to determine the quarterly dividends. The Board
measures dividend growth against the Consumer Price Index.
Ongoing charge
See p.28
The Board regularly reviews the ongoing charge and monitors all of the
Company's expenses.

The Board reviews Environmental, Social and Governance ('ESG') analysis of the portfolio on a regular basis and, whilst no specific ESG-based KPIs have been adopted, the Board will keep this under review.

Additional information

Managing risks

The Board, with the assistance of Janus Henderson, has carried out a robust assessment of the principal risks and uncertainties facing the Company (including emerging risks) that would threaten its business model, future performance, solvency, liquidity or reputation.

The Board regularly considers the principal risks facing the Company and has drawn up a register of these risks.

The Board has a schedule of investment limits and restrictions, appropriate to the Company's investment objective and policy, in order to mitigate these risks as far as practicable. The Board monitors the Manager, its other service providers and the internal and external environments in which the Company operates to identify new and emerging risks.

Any new or emerging risks that are identified and considered to be of significance are included in the Company's risk register together with any mitigating actions required.

Investment activity and performance risks

An inappropriate investment strategy (for example, in terms of asset allocation or the level of gearing) may result in underperformance against the Company's benchmark index and the companies in its peer group.

Investment performance, over an extended period of time, may be impacted by either external (political, financial shock, pandemic, climate change) or internal factors (poor stock selection), leading to shareholders voting to wind up the Company.

Portfolio and market risks

Although the Company invests almost entirely in securities that are listed on recognised markets, share prices may move rapidly. The companies in which investments are made may operate unsuccessfully or fail entirely. A fall in the market value of the Company's portfolio would have an adverse effect on shareholders' funds. The risks associated with a global pandemic and other health emergencies are considered within portfolio and market risks, a grouping which also covers risks relating to heightened political and military tensions and inflationary pressures. This is likely to impact share prices of investments in the portfolio, to the extent not already factored into current prices.

Lack of voting by shareholders may result in a change of control of the Company which is not in shareholders interests.

Tax, legal and regulatory risks

A breach of section 1158/9 of the Corporation Tax Act 2010 could lead to the loss of investment trust status, resulting in capital gains realised within the portfolio being subject to corporation tax.

A breach of the FCA's Rules could result in suspension of the Company's shares, while a breach of the Companies Act could lead to criminal proceedings. All breaches could result in financial or reputational damage. The Company must also ensure compliance with the Listing Rules of the New Zealand Stock Exchange.

Increase No change Decrease

The Board proactively monitors all these factors and has a strong focus on continuing to educate itself about any relevant issues. Details of how the Board monitors the services provided by Janus Henderson and its other suppliers, and the key elements designed to provide effective internal control, are explained further in the internal controls section of the Corporate Governance Statement on page 49. Further details of the Company's exposure to market risk (including market price risk, currency risk and interest rate risk), liquidity risk and credit and counterparty risk and how they are managed are contained in note 16 on pages 82 to 87.

The Board's policy on risk management has not materially changed during the course of the reporting period and up to the date of this report.

The principal risks which have been identified and the steps taken by the Board to mitigate these are as follows:

Risk Trend Mitigation

The Board monitors investment performance at each Board meeting and regularly reviews the extent of the Company's borrowings.

The Board receives regular updates on professional and retail investor activity from the Manager and its brokers to inform themselves of investor sentiment and how the Company is perceived in the market.

The Fund Manager seeks to maintain a diversified portfolio to mitigate against this risk. The Board regularly reviews the portfolio, investment activity and performance.

Resolutions requiring shareholder approval and the explanation of those resolutions are posted to shareholders and are also made available on the Company's website. The Board encourages all shareholders to vote, as they do themselves in respect of their own shareholdings.

Janus Henderson has been contracted to provide investment, company secretarial, administration and accounting services through qualified professionals. The Board receives internal control reports produced by Janus Henderson on a quarterly basis, which confirm tax, legal and regulatory compliance both in the UK and New Zealand.

Risk Trend Mitigation
Financial risks
By its nature as an investment trust, the Company's
business activities are exposed to currency, interest rate,
liquidity, credit and counterparty risk.
The Company has a diversified portfolio which
comprises mainly investments in large and
medium-sized companies and mitigates
the Company's exposure to liquidity risk.
The Company minimises the credit risk of a
counterparty failing to deliver securities or cash
by dealing through organisations that have
undergone rigorous due diligence by Janus
Henderson. Further information on the mitigation
of financial risks is included in note 16 on pages
82 to 87.
Operational and cyber risks
Disruption to, or failure of, Janus Henderson's accounting,
dealing or payment systems or the Depositary's records
could prevent the accurate reporting and monitoring of
the Company's financial position. The Company is also
exposed to the operational and cyber risks that one or
more of its service providers may not provide the required
level of service or that AI has been used to hack into
business systems.
The Board monitors the services provided by
Janus Henderson, the Depositary and its other
service providers and receives reports on the
key elements in place including cyber attacks
and information security, to provide effective
internal control.
Risks associated with climate change
Risk that investee companies within the Company's
portfolio fail to respond to the pressures of the growing
climate emergency and fail to limit their carbon footprint
to regulated targets, resulting in reduced investor
demand for their shares and falling market values.
Please refer to Investment activity
and performance risks above and the
Environmental, Social and Governance Matters
section on pages 22 to 25 for further details.

Emerging risks and future developments

In addition to the principal risks facing your Company, the Board also regularly considers potential emerging risks, ˪˛˜˖˛˔˥˘˗˘Ѓˡ˘˗˔˦ˣˢ˧˘ˡ˧˜˔˟˧˥˘ˡ˗˦ʟ˦˨˗˗˘ˡ˘˩˘ˡ˧˦ˢ˥˖˛˔ˡ˚˜ˡ˚˥˜˦˞˦˪˛˜˖˛˔˥˘˖˛˔˥˔˖˧˘˥˜˦˘˗˕ˬ˔˛˜˚˛˗˘˚˥˘˘ of uncertainty in terms of the probability of them happening and the possible effects on the Company. Should an ˘ˠ˘˥˚˜ˡ˚˥˜˦˞˕˘˖ˢˠ˘˦˨˙Ѓ˖˜˘ˡ˧˟ˬ˖˟˘˔˥ʟ˜˧ˠ˔ˬ˕˘ˠˢ˩˘˗˧ˢ˔˦˜˚ˡ˜Ѓ˖˔ˡ˧˥˜˦˞ʡ

While the future performance of the Company is mainly dependent on the performance of global financial markets which are subject to various external factors, the Board's intention is that the Company continues to pursue its stated investment objective and policy as explained on page 27. The Chair's Statement, Fund Manager's Report and Regional Portfolio Manager Reports provide commentary on the outlook for the Company.

Governance

Financial statements Additional information

Promoting the success of the Company

Section 172 statement

Under section 172 of the Companies Act 2006, the Directors have a duty to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, the Directors are required to take into account (amongst other matters) the likely long-term consequences of their decisions, the need to foster relationships with the Company's wider stakeholders, the desirability of the Company maintaining a reputation for high standards of business conduct and the impact of the Company's operations on the community and environment. The Board is required to describe to the Company's shareholders how the Directors have discharged their duties and responsibilities under section 172 over the course of the financial year, including how the Board has engaged with and understands the views of stakeholders, how stakeholders' needs have been taken into account, the outcome of this engagement and the impact that it has had on the Board's decisions.

The Company does not have any employees or premises and conducts its core activities through its externally appointed Manager (Janus Henderson). The Company has also appointed other third-party service providers to enable the Company to operate as a listed investment

company. Each service provider has an established track record and has in place suitable policies and procedures to ensure it maintains high standards of business conduct.

As the Company is an externally managed investment company, the Board considers the Company's key stakeholders to be existing and potential new shareholders, the Manager, other service providers (Custodian, Depositary, Registrars, Corporate Brokers, Auditor and legal advisers) and debt providers (the Company's loan noteholders). Engagement with the Company's key stakeholders enables the Company to fulfil its strategic objectives and the Directors to promote the long-term sustainable success of the Company for the benefit of shareholders as a whole.

Engaging with stakeholders

The Directors have the success of the Company foremost in their minds when making decisions. Decisions are taken with the aim of achieving our purpose and are based on information provided by a range of sources. The impact on stakeholders is assessed as part of Board deliberations, although stakeholders may be affected differently.

The table below sets out the primary ways in which the Board engage with the Company's key stakeholders.

Shareholders and potential investors

Purpose

Continued shareholder support is crucial to the continued existence of the Company and clear communication of the Company's strategy and performance can help the share price trade at a narrower discount or a premium to NAV which benefits shareholders. Consequently, the Board places great importance on shareholder communication and is committed to open channels of communication with all shareholders.

How we engage

Regular updates are provided to investors through:

  • the Annual and Half Year Reports;
  • the Manager's monthly factsheets;
  • Company announcements, including daily NAV announcements;
  • the Company's website, which includes video interviews with the Company's Fund Manager, investment insights and other relevant information to enhance investors' understanding of the Company and its portfolio and prospects; and
  • Edison research notes (paid for by the Company and available to all investors in the UK and New Zealand) although this service will come to a conclusion in March 2025.

The Company's Annual General Meeting provides the main forum, both formal and informal, for all shareholders to meet and discuss the Company and its performance and to raise any questions or concerns with the Chair, the other Directors and the Fund Manager. The Board encourages as many shareholders as possible to attend the Company's Annual General Meeting and to provide feedback on the Company. Shareholders who cannot attend in person are invited to attend and raise questions online.

In addition to the AGM, the Fund Manager and members of the Manager's investment trust sales team regularly meet with current and potential new shareholders (principally institutional investors and wealth managers) to discuss the Company and its performance and prospects and feedback from these meetings is reported to the Board. The Fund Manager also provides presentations to research analysts following the publication of the Company's annual financial results.

Shareholders and potential investors continued

The Board welcomes all shareholders' views, and all shareholders may communicate with the Chair (or other members of the Board or the Manager) at any time by writing to them at the Company's registered office.

All shareholder communications are shared with the Chair, dealt with promptly and circulated to the Board at its next meeting. In addition, the Chair is available to meet with major shareholders at any time. The Senior Independent Director is also available to shareholders if they have concerns that have not been addressed through the normal channels.

The Company contributes to a focused investment companies marketing programme operated by Janus Henderson on behalf of all the investment companies under its management. This enables some economies of scale as well as allocation of funds to support specific marketing activities for the Company. The purpose of the programme is to ensure effective communication with existing shareholders, attract new shareholders and sustain the stock market rating of the Company's shares.

The Manager also coordinates public relations activity to promote the Company's strategy and outlook and raise the Company's profile with a broader range of potential new shareholders. This includes arranging meetings between the Fund Manager and relevant financial press and other industry publications and distributing interviews with the Fund Manager and other relevant information via various social media channels.

Target outcome

The Board is able to incorporate shareholders' views when considering how best to promote the long-term success of the Company for the benefit of shareholders as a whole and shareholders are able to make informed decisions about their investment in the Company, facilitating the retention of existing shareholders and attracting new investors.

Manager – Janus Henderson

Stakeholder

  • Fund Manager
  • Sales and marketing
  • Company secretarial
  • Financial reporting
  • Internal controls functions
  • Investment accounting and administration (outsourced by Janus Henderson to BNP Paribas)

Purpose

The Manager is responsible for the Company's portfolio management (including asset allocation and stock selection) and risk management, as well as ancillary functions such as company secretarial, administration, accounting, sales and marketing services. Successful management of the Company's portfolio is critical for the Company to meet its strategic objectives and enable its long-term sustainable success, whilst effective provision of the ancillary services are essential for the efficient running of the Company's day-to-day affairs.

How we engage

The Board seeks to engage with the Manager in a collaborative and collegiate manner, encouraging open and constructive discussion and debate, whilst also ensuring appropriate and regular challenge both during and outside of Board meetings. The Manager provides regular performance updates and detailed performance attribution to help the Board to exercise effective oversight of the Manager and the Company's strategy, as well as regular administration, regulatory and other updates to assist the Board's oversight of the ancillary services provided by the Manager.

The Board meets with representatives of the Manager's investment companies, sales and marketing teams at least twice a year to receive updates on their activities and discuss future strategy for engaging with current and prospective shareholders, including those who invest through retail investor platforms.

The Board has the opportunity to meet other key representatives of the Manager (including from the Manager's risk, compliance, internal audit, business continuity and information security teams) throughout the year to assist the Board in its strategic thinking and risk management and oversight of the Company's activities.

Promoting the success of the Company continued

Manager – Janus Henderson continued

There has been regular interaction between the Board and the Manager to consider the impact on the Company from geopolitical risks (including portfolio activity, risks and opportunities, gearing and revenue forecasts) and to ensure that the Company had sufficient resilience in its portfolio and operational structure to meet the challenged circumstances, which has proved to be the case.

The Board, through the Management Engagement Committee, formally reviews the performance and terms of appointment of the Manager at least annually (see page 54 for further details).

Target outcome

The Company's portfolio and affairs are well-managed, enabling the Company to meet its strategic objectives and achieve long-term sustainable success.

Other key third-party service providers

Purpose

In order for the Company to operate as a listed investment company, the Board relies on other service providers for essential services (in particular with regard to the safekeeping of the Company's assets, share registration services, market support for share issues and buybacks and independent assurance regarding the Company's financial statements) and for advice and support in meeting relevant obligations and complying with best practice. The Board seeks to maintain constructive relationships with the Company's other service providers, either directly or through the Manager, with regular communications and meetings.

How we engage

The Management Engagement Committee conducts an annual review of the performance and terms of appointment of the Company's key service providers (apart from the auditor, whose performance and terms of appointment are reviewed by the Audit and Risk Assurance Committee) to ensure they are performing in line with the Board's expectations and providing value for money (see page 54 for further details).

The Audit and Risk Assurance Committee is responsible for reviewing the internal controls and risk management systems in place at the Company's key third-party service providers (see page 51 for further details).

Target outcome

Other key service providers provide the required level of service at cost levels proportionate and competitive.

Debt providers

Purpose

The Board believes that the use of debt can enhance returns to shareholders over the long-term.

How we engage

On behalf of the Board, the Manager maintains a constructive working relationship with the loan note holders, ensuring compliance with loan covenants and providing regular covenant compliance confirmations and other information as required.

Target outcome

To demonstrate a strong financial position that supports the financing arrangements.

AIC (The Association of Investment Companies)

Purpose

The Company is a member of the AIC, which represents a broad range of investment companies.

The AIC supports its members by issuing publications and guidance on issues such as tax, accounting, company law and regulation; email updates on key industry issues and AIC work programmes; and running events for the directors of its members, including director roundtables, conferences and dinners.

How we engage

The Company provides information for inclusion in the AIC's database which is used to generate information regarding the Company on the AIC's website (www.theaic.co.uk).

The Manager, on behalf of the Company, comments on consultation and proposal documents prepared by the AIC concerning matters that may affect the Company and has supported the AIC's lobbying activities.

Target outcome

  • Support provided to AIC members assists the Board in its discussions and decision making;
  • The Company has a voice in the regulatory environment in which it operates; and
  • Information about the Company is disseminated widely.

Examples of stakeholder consideration during the year

The Board is always mindful of the need to act in the best interests of stakeholders as a whole and to have regard to other applicable section 172 factors and this forms part of the Board's decision-making process. The following key decisions taken by the Board during the year ended 31 October 2024 serve as examples of this:

Issuing and buying back the Company's shares: As set out on page 6, the Board's aim is for the Company's share price to reflect closely its underlying net asset value, and also to reduce volatility and have a liquid market in the shares.

The Board considers that it is in shareholders' interests for the Company to be able to issue shares when they are trading at a premium to the net asset value and by doing so the Company's costs are spread across a larger asset base. Any shares bought back to be held in treasury are only purchased when the share price is trading at a discount to the underlying net asset value. During the year the Company bought back 88,341,407 shares which are held in treasury. See Note 18 on page 88 for further details.

Reviewing the structure of the portfolio resulting in the concentration of the portfolio into four regions and reducing the number of holdings to approximately 100. These changes will direct a greater amount of the Company's capital into the portfolio managers' best investment ideas and bring greater focus to the regional portfolios. The reduction in portfolios from six to four has created a Pan Europe portfolio, incorporating the UK, and a Pan Asia (ex Japan) portfolio, which includes the Chinese A shares. This is to reduce the overlap within these regions and remove potential conflicts. The Board continues to believe in the value of regional specialists with access to stock markets across the globe.

Reviewing succession planning for the Board and the Fund Manager, resulting in the decision not to replace Julian Chillingworth immediately following his retirement in February 2024. The Board will continue to ensure that the balance of skills and experience on the Board remains appropriate and that the succession plan reflects this accordingly.

The Board appointed Richard West as Senior Independent Director on 23 April 2024.

Following a review of the Fund Manager's succession plan and the retirement of Mike Kerley during the year, the Board appointed Jamie Ross, the Pan-Europe portfolio manager, to the role of Deputy Fund Manager.

  • The establishment of the Marketing Committee, the appointment of its Chair and the adoption of appropriate Terms of Reference: See page 55 for details of the Marketing Committee's activities during the year.
  • Reviewing the use of revenue reserves to support the Company's dividend policy: The ability to use the revenue reserve to help smooth the level of dividend payments over the longer term is a distinguishing feature of investment trusts.
  • If the recommended final 2024 dividend payment is approved by shareholders at the AGM, approximately £0.2 million (2023: £2.6 million) will be transferred to the revenue reserve. Adjusted for that transfer and the third and final dividends, the revenue reserve at the year-end amounts to approximately £27.5 million (2023: £27.2 million), or 2.45p per share (2023: 2.24p per share).

As explained above, the Directors' overarching duty is to promote the success of the Company for the benefit of investors, with consideration of stakeholders' interests. The Company's main stakeholders are the Company's shareholders, the Manager, our lenders and other service providers.

Additional information

The Company's viability

The UK Corporate Governance Code requires the Board to assess the future prospects for the Company, and to report on the assessment within the Annual Report.

The Board considers that certain characteristics of the Company's business model and strategy are relevant to this assessment:

  • The Company's investment objective, strategy and policy, which are subject to regular Board monitoring, mean that the Company is normally invested in readily realisable, listed securities and that the level of borrowings is restricted.
  • The Company is a closed-end investment company and therefore does not suffer from the liquidity issues arising from unexpected redemptions. Without pressure to sell, the Fund Manager has been able to rebalance tactically the portfolio and take advantage of recovering markets.

Also relevant were a number of aspects of the Company's operational agreements:

  • The Company retains title to all assets held by the Custodian under the terms of formal agreements with the Custodian and Depositary.
  • Long-term borrowing is in place, being the £50 million 3.68% loan notes 2035, £37 million 2.28% loan notes 2045 and €44 million 1.67% loan notes 2041, which are also subject to formal agreements, including financial covenants with which the Company complied in full during the year. The value of long-term borrowing is relatively small in comparison to the value of net assets, being 8.6% (2023: 9.4%).
  • Revenue and expenditure forecasts are reviewed by the Directors at each Board meeting.
  • The Company's ongoing charge is amongst the lowest of actively managed equities funds.
  • Cash is held with approved banks.

In addition, the Directors carried out a robust assessment of the principal risks and uncertainties which could threaten the Company's business model, including future performance, liquidity and solvency. These risks, including their mitigations and processes for monitoring them, are set out on pages 31 and 32.

The principal risks identified as relevant to the viability assessment were those relating to investment portfolio performance and its effect on the net asset value, share price and dividends, and threats to security over the Company's assets. The Board took into account the liquidity of the Company's portfolio, the existence of the long-term fixed rate borrowings, the effects of any significant future falls in investment values and income receipts on the ability to repay and re-negotiate borrowings, growing dividend payments, the desire to retain investors and the potential need for share buybacks. The Directors assess viability over five year rolling periods, taking account of foreseeable severe but plausible scenarios, having reviewed a five-year cashflow forecast and sensitivity analysis, reflecting the potential impact of the principal risks as a whole, to support its deliberations. The Directors believe that a rolling five-year period best balances the Company's long-term objective, its financial flexibility and scope with the difficulty in forecasting economic conditions affecting the Company and its shareholders.

In coming to this conclusion, the Directors have considered the ongoing impact of the wars in Ukraine and Israel and changes in the international political landscape in particular the impact on income and the Company's ability to meet its investment objective. The Board does not believe that these will have a long-term impact on the viability of the Company and its ability to continue in operation, notwithstanding the short-term uncertainty it has caused in the markets.

Based on their assessment, and in the context of the Company's business model, strategy and operational arrangements set out above, the Directors have a reasonable expectation that the Company is able to continue in operation and meet its liabilities as they fall due over the five-year period to 31 October 2029.

The Directors have also concluded that the Company has adequate resources to continue in operational existence for at least 12 months from the date of approval of these financial statements being 31 January 2026, and it is therefore appropriate to prepare these financial statements on a going concern basis.

Approval

The Strategic Report has been approved by the Board

On behalf of the Board

Richard West

Senior Independent Director 15 January 2025

Governance

In this section

  • Directors and fund managers
  • Directors' report
  • Corporate governance report
  • Audit and Risk Assurance Committee report
  • Management Engagement Committee report
  • Marketing Committee report
  • Nominations Committee report
  • Directors' remuneration report
  • Statement of Directors' Responsibilities
  • Independent Auditor's report

Financial statements Additional information

Directors and fund managers

The right balance of skills and knowledge

Board of Directors

All the Directors are non-executive Directors and independent of the Manager.

MK I

Simon ME N Miller

Position: Chair of the Board

Date of appointment: 1 January 2022 (Chair from 24 February 2022)

Skills and experience

Simon Miller read law at Cambridge and was called to the bar. He subsequently worked for Lazard Brothers and County Bank. Until 2021 he was Chair of Brewin Dolphin, one of the UK's largest wealth management businesses.

He has been Chair and non-executive director of various companies and has a wide range of experience in the financial services sector.

He has also served on the board of several investment trusts and was Chair of Fleming Managed Income Trust plc, JPMorgan Elect plc, Artemis Alpha Trust plc, JPMorgan Global Convertibles Income Fund Limited, Amati VCT and Blackrock Sustainable American Income Trust plc. He was Senior Independent Director of STV Group plc until December 2024.

External appointments

Simon Miller is Chair of Hampden & Co, private bankers.

Richard A ME N MK I West

Position: Senior Independent Director

Date of appointment: 1 April 2020 (Senior Independent Director from 23 April 2024)

Skills and experience

Richard has more than 30 years' experience in investment management, latterly at UBS Global Asset Management (previously Phillips & Drew Fund Management) in a variety of positions, including Head of Global Equity Research, Head of European Equities and Head of UK Equities. Prior to UBS, he worked for Crown Financial Management as Head of UK Equities and for Norwich Union as an economist and then as a UK equities portfolio manager.

External appointments

None.

Ankush A ME N MK I Nandra

Position: Chair of the Audit and Risk Assurance Committee

Date of appointment to the Board and as Chair of Audit and Risk Assurance Committee: 1 September 2023

Skills and experience

Ankush has over 20 years' experience mainly in the pharmaceutical industry. He is currently Senior Vice President Group Planning and Finance Business Partnering at AstraZeneca. Prior to joining AstraZeneca Ankush spent several years at GlaxoSmithKline (GSK) and has also worked with HSBC Investment Bank following qualification as a Chartered Accountant with KPMG.

He was a non-executive director of AstraZeneca Pharma India Limited which is an Indian listed subsidiary of AstraZeneca.

External appointments

Ankush Nandra is a non-executive director and Governor of Oxford Brookes University.

Charlotte A ME N MK I Valeur

Position: Director

Date of appointment: 1 November 2022

Skills and experience

Charlotte has more than 40 years of experience in financial markets and is the managing director of GGG Ltd, a governance consultancy company. Charlotte was the founding partner of Brook Street Partners in 2003 and the Global Governance Group in 2009. Prior to this, Charlotte worked in London as a director in capital markets at Warburg, BNP Paribas, Société Générale and Commerzbank, beginning her career in Copenhagen with Nordea A/S. With significant experience in international corporate finance, Charlotte has a high level of technical knowledge of capital markets.

Charlotte is a former non-executive director of JP Morgan Convertible Bond Income Fund, Kennedy Wilson Europe Real Estate Plc, Blackstone Loan Financing Limited, Phoenix Spree Deutschland Plc, NTR plc and Digital 9 Infrastructure plc.

External appointments

Charlotte is a non-executive director at FSN Private Equity and Laing O'Rourke Construction.

Hannah A ME N MK I Philp

Position: Chair of the Marketing Committee

Date of appointment: 1 November 2022 (Marketing Committee Chair from 9 January 2024)

Skills and experience

Hannah Philp has direct and relevant experience within the sector, particularly in the fields of marketing and communication. Hannah is Co-Founder and a Director of ARC Club Ltd, a real estate operator managing shared amenities in residential developments. Prior to this Hannah was director of marketing at Witan Investment Trust plc and an account director within the investor relations team at Edison Investment Research with responsibility for Investment Trusts.

External appointments

Hannah is a non-executive director at JPMorgan UK Small Cap Growth and Income Trust plc.

Directors and fund managers continued

Fund managers

The fund managers at the date of this report are:

Alex Crooke

Position: Fund Manager

Date of appointment: 1 July 2003

Skills and experience

Alex Crooke is a Portfolio Manager on the Global Equity Income Team, a position he has held since 2023. He served as Head of Equities – EMEA and Asia Pacific from 2018 to 2023. Previously, he was head of Global Equity Income and Specialist Equities Teams from 2013 to 2018. Alex was recruited by Henderson to co-manage the UK assets of an investment trust in 1994 as an associate director. He later became a fund manager responsible for a number of UK and global income-oriented equity products. Alex began his investment career with Equitable Life Assurance Society in 1990 as a US investment analyst.

Alex holds a BSc degree (Hons) in physics with astrophysics from Manchester University. He is an associate member of the Society of Investment Professionals (ASIP) and has 34 years of financial industry experience.

See p.8 Fund manager's report

Jamie Ross

Position: Deputy Fund Manager

Date of appointment: 26 June 2024

Skills and experience

Jamie Ross is a Portfolio Manager on the European Equities Team at Janus Henderson Investors, a position he has held since 2016. He was appointed as portfolio manger of the European sleeve of The Bankers Investment Trust in 2018 and became Deputy Fund Manager in 2024. Jamie is co fund manager of Henderson European Trust plc. Prior to 2016, he was a portfolio manager on the UK Equities Team, where he co-managed a UK equities pooled fund. Before that, he was an assistant portfolio manager on the Pan European Equities Team. He started his career with Henderson in 2007. Jamie graduated with a BA (Hons) degree in economics from Durham University. He holds the Chartered Financial Analyst designation and has 17 years of financial industry experience.

Directors' report

The Directors present the audited financial statements of the Company and their report for the year from 1 November 2023 to 31 October 2024. The Bankers Investment Trust PLC (registered and domiciled in England and Wales with company registration number 00026351) was active throughout the year and was not dormant.

For the purposes of the Companies Act 2006, the Corporate Governance Statement, Audit and Risk Assurance Committee report (pages 44 to 53), the Investment Portfolio (pages 8 to 21), Alternative Performance Measures and General Shareholder Information (pages 93 to 97) form part of the Directors' Report.

Dividend

A final dividend of 0.672p per share (2023: 0.66p), if approved by shareholders at the AGM, is to be paid on 28 February 2025 to those shareholders on the register on 24 January 2025. The shares will trade ex-dividend on 23 January 2025. This final dividend together with the three interim dividends already paid bring the total dividends for the year to 2.688p (2023: 2.56p) per share. See the Chair's Statement on page 7 for further details.

A review of the year and the outlook for the forthcoming year can be found in the Strategic Report.

Share capital

The Company's share capital comprises ordinary shares with a nominal value of 2.5p each. The voting rights of the shares on a poll are one vote for every one ordinary share held. To the extent that they exist, the revenue profits and some of the capital of the Company (including accumulated revenue and capital reserves arising on investments sold) are available for distribution by way of dividends to the holders of the ordinary shares. Upon a winding-up, after meeting the liabilities of the Company, the surplus assets would be distributed to the shareholders pro rata to their holdings of ordinary shares.

There are no restrictions concerning the transfer of securities in the Company, no special rights with regard to control attached to securities, no agreements between holders of securities regarding their transfer known to the Company and no agreement which the Company is party to that affects its control following a takeover bid.

At the beginning of the year, there were 1,315,102,830 ordinary shares of 2.5p each in issue, of which 80,870,553 were held in treasury. During the year the Company bought back 88,341,407 shares which are held in treasury.

At 31 October 2024 the total number of ordinary shares held in treasury was 169,211,960. Therefore, the total voting rights in the Company as at 31 October 2024 was 1,145,890,870.

Between 1 November 2024 and 13 January 2025, being the latest practicable date prior to the publication of this Annual Report, 21,986,416 shares were bought back and held in treasury. Accordingly, the number of shares in issue as at 13 January 2025 was 1,315,102,830, of which 191,198,376 were held in treasury. Therefore, the total voting rights in the Company at that date was 1,123,904,454.

Shareholder authorities

At the 2025 AGM, the Company will seek to renew its authorities from shareholders to allot shares up to 10% of its issued share capital and to buy back shares up to 14.99% of its issued share capital, in each case excluding treasury shares, as at the date of the 2025 AGM. Please refer to the Notice of Meeting that accompanies this Annual Report for further details. This can also be found on the Company's website at www.bankersinvestmenttrust.com.

The Company only issues shares (or sells shares out of treasury) at a premium (after costs) to NAV. The Company remains prepared to buy back shares, taking account of prevailing market conditions (which are not under the Board's control), the level of the discount (both absolute and relative to the Company's closest peers) and the impact on the NAV per share.

Financial statements Additional information

Fund Manager's interests

Alex Crooke, the Fund Manager, had a beneficial interest in 5,407,279 of the Company's shares as at 13 January 2025, being the latest practicable date prior to publication of this Annual Report.

Holdings in the Company's shares

The only notification of interest in the voting rights of the Company as at 31 October 2024 made in accordance with the Disclosure Guidance and Transparency Rules was as follows.

% of voting
rights
Rathbones Investment Management Ltd 9.3%

There have been no further notifications in the period to 13 January 2025, being the latest practicable date prior to the publication of this Annual Report.

Related party transactions

The Company's transactions with related parties in the year were with its Directors and Janus Henderson. There were no material transactions between the Company and its Directors during the year other than the amounts paid to them in respect of Directors' remuneration for which there were no outstanding amounts payable at the year end. In relation to the provision of services by the Manager, other than fees payable by the Company in the ordinary course of business and the provision of marketing services, there were no transactions with the Manager affecting the financial position of the Company during the year. More details on transactions with the Manager, including amounts outstanding at the year end, are given in note 23 on page 90.

Directors

Details of the Directors and their appointments can be found on pages 39 and 40.

Directors' remuneration and shareholdings

The Directors' remuneration report on pages 58 to 60 provides information on the remuneration and interests of the Directors.

Annual General Meeting ('AGM')

The AGM will be held on 25 February 2025 at 12 noon at the Company's registered office. The Notice of Meeting and details of the resolutions to be proposed at the AGM are contained in the Notice of Meeting being sent to shareholders with this Annual Report.

Financial risk management

The principal risks and uncertainties facing the Company are set out on pages 31 and 32. The principal financial risks and the Company's policies and procedures for managing these risks are set out in note 16 to the financial statements on pages 82 to 87.

Energy and carbon reporting

Details of the Company's disclosures with regard to energy and carbon reporting can be found on pages 22 and 23.

Post balance sheet events

The Company has no post balance sheet events to report.

Disclosure of information to the Company's Auditor

Each of the Directors who were members of the Board at the date of approval of this Annual Report confirms that, to the best of his or her knowledge and belief, there is no information needed by the Company's Auditor in connection with the preparation of the Annual Report of which the Company's Auditor is unaware and he or she has taken all the steps a Director might reasonably be expected to have taken to be aware of any such audit information and to establish that the Company's Auditor is aware of that information.

UK Listing Rule 6.6.4

UK Listing Rule 6.6.4 requires the Company to include certain information in a single identifiable section of the Annual Report or a cross reference table indicating where the information is set out. The Directors confirm that there are no disclosures to be made in this regard other than in accordance with UK Listing Rule 6.6.1(6), the information on which is detailed on page 42 under Share capital.

Other information

Information on future developments and financial risks are detailed in the Strategic Report.

Approval

The Directors' report has been approved by the Board.

By order of the Board

Janus Henderson Secretarial Services UK Limited Corporate Secretary

15 January 2025

Corporate Governance report

Governance structure

The Board had four principal Committees in the year under review: the Audit and Risk Assurance Committee, the Management Engagement Committee, the Nominations Committee and the Marketing Committee. The Company has also constituted an Insider Committee to assist the Board in its obligations under the Market Abuse Regulations.

J.P. Morgan Cazenove and Peel Hunt (UK)

Craigs Investment Partners Limited (NZ)

The Company's operations are carried out by specialised third-party service providers

Equiniti Limited (UK)

Computershare Investor Services Limited (NZ)

Additional information

Corporate Governance report continued

Governance codes

The Board is pleased to report to shareholders on the Company's governance arrangements and how the principles of the applicable codes have been applied during the year under review.

Applicable governance codes

The Company has a listing on the London Stock Exchange and is required by the UK Listing Rules and the Disclosure Guidance and Transparency Rules issued by the FCA to report on how the principles of the UK Corporate Governance Code (the 'UK Code') have been applied. Being an investment company, a number of the provisions of the UK Code are not applicable as the Company has no executive Directors or internal operations. The Board has considered, therefore, the principles and provisions of the Code of Corporate Governance published by the Association of Investment Companies (the 'AIC Code'). The AIC Code addresses the principles set out in the UK Code as well as additional principles and recommendations on issues that are of specific relevance to investment companies. The Financial Reporting Council ('FRC') has endorsed the AIC Code and confirmed that, by reporting against it, boards of investment companies are able to meet their obligations in relation to the UK Code and UK Listing Rule 6.6.6.

The Company also maintains a listing on the New Zealand Stock Exchange ('NZX') where it is classified as a Foreign Exempt Issuer. The Listing Rules of the NZX therefore require the Company to comply with the provisions applicable to its home exchange, being the London Stock Exchange, at all times, notify the NZX of any changes pertinent to the listing on its home exchange and ensure that any announcements made to its home exchange are simultaneously released to the market in New Zealand. Accordingly, for the purpose of its NZX listing, the Company reports against its compliance with the AIC Code rather than the NZX Corporate Governance Code.

Copies of the AIC Code and the UK Code can be found on the respective organisations' websites: www.theaic.co.uk and www.frc.org.uk. The AIC Code includes an explanation of how it adapts the principles and provisions set out in the UK Code to make them relevant for investment companies.

Statement of compliance

The Board has considered the principles and provisions of the AIC Code as these provide more relevant information on the Company's governance arrangements to shareholders. The Company has complied with the principles and provisions of the AIC Code throughout the year ended 31 October 2024. As the Company is an investment company, it has no chief executive or other executive Directors and therefore has no need to consider the remuneration of executive Directors.

In addition, the Company does not have any internal operations (having delegated its day-to-day operations to the Manager) and therefore does not maintain an internal audit function.

However, the Audit and Risk Assurance Committee considers the need for such a function at least annually (see page 51 for further information).

Board leadership and purpose

The Board is responsible for providing leadership and setting the tone from the top in terms of the Company's culture and values. The Board appoints all third-party service providers and monitors their performance throughout the year. The Directors formally evaluate the quality of the service provided by each third-party service provider and consider the appropriateness of the terms of their engagement at least annually. The Board aligns the Company's risk appetite with its investment objectives and establishes investment limits and restrictions accordingly. The Board keeps under regular review the risks faced by the Company and assesses the effectiveness of internal controls put in place to mitigate these.

As well as making the strategic decisions regarding the Company's purpose and establishing the risk management framework, the Board's purpose is to provide independent oversight of the operations delivered by the Company's third-party service providers and to challenge the decisions and recommendations made by them, particularly the Manager.

Operation of the Board

The Board meets formally at least six times a year, with additional Board or Committee meetings arranged when required. At each formal meeting, matters reviewed and considered by the Board include the Company's investment transactions, compliance with investment restrictions, investment performance, revenue budgets, financial analyses and other reports of an operational nature and any shareholder communications and issues.

Representatives of the Manager attend each Board meeting, as required, enabling the Directors to probe further on matters of concern. The Directors also have regular contact with the Manager between formal meetings. In addition, the Chair is able to attend meetings of all the chairs of the listed investment companies managed by Janus Henderson which provide a forum to discuss industry matters which are then reported to the Board. Additional Board (or Committee) meetings are arranged when required.

The Directors have regular contact with the Fund Manager and other employees of the Manager in connection with the delivery of sales, marketing and other administrative services. The Board has a formal schedule of matters specifically reserved for its decision, which includes: determination of the Company's investment objectives, future strategic direction, investment policy, investment limits and restrictions, gearing policy and dividend policy; management of the Company's capital structure, including share issues/buybacks and share price premium/discount management, appointment and removal of Directors and third-party service providers; and determination of the Company's financial reporting, internal control and risk management and corporate governance arrangements. The Board approves communications with shareholders, the appointment

Corporate Governance report continued

of new Directors, and determines individual Directors' remuneration. Full and timely management, financial, regulatory and other relevant information is provided to all Directors to allow them to discharge their responsibilities and to enable the Board (and its Committees) to function effectively. In particular, the Board receives and considers regular and ad hoc reports and other information as required to enable it to maintain oversight and monitor the performance of, and challenge constructively, the Manager and other third-party service providers. The proceedings of all Board and Committee meetings are minuted, with any particular concerns raised by the Directors appropriately recorded.

The Corporate Secretary, Janus Henderson Secretarial Services UK Limited, is a subsidiary of Janus Henderson with its own reporting lines and audited internal controls. There are processes and controls in place to ensure that there is a clear distinction between the two entities, particularly when dealing with any conflicts or issues between the Company and Janus Henderson. Any correspondence from shareholders addressed to the Chair or the Company received at Janus Henderson's offices is forwarded to the Chair of the Company in line with the established procedures in place. Any correspondence is submitted to the next Board meeting.

The Directors have access to the advice and services of the Corporate Secretary through its appointed representative. The Corporate Secretary is responsible to the Board for ensuring that Board and Committee procedures are followed, and that applicable rules and regulations are complied with. The Company has a procedure for Directors to take independent professional advice, at the expense of the Company, in the furtherance of their duties.

Janus Henderson and BNP Paribas, which acts for Janus Henderson, have arrangements in place by which their staff may, in confidence, raise concerns about possible improprieties in relation to financial reporting or other matters.

The Board and the Manager operate in a supportive, co-operative and open environment.

Role Primary responsibilities
Shareholders/
investors
The Company's shareholders are responsible for:
• approving material changes to the Company's investment policy;
• making decisions regarding changes to the Company's constitution; and

electing and re-electing Directors to the Board, or removing them from office if deemed appropriate.
Chair The Chair of the Board is responsible for:

leading and managing Board business and ensuring the timely flow of information from service
providers to the Board. The Chair facilitates open, honest and constructive debate among Directors;
• leading the Nominations Committee in developing succession planning and the identification of
potential candidates for appointment to the Board (except when considering their own succession);
• leading the Board in determining its governance framework, culture and values; and
• managing the relationship with the Manager.
The role description for the Chair is available on the website.
Senior
Independent
Director
The Senior Independent Director is responsible for:
• fulfilling the role of sounding board for the Chair and intermediary for the other Directors
as necessary;
• leading the performance evaluation of the Chair; and
• acting as a channel of communication for shareholders in the event that contact through
the Chair is inappropriate.
The role description of the Senior Independent Director is available on the website.
Independent
non-executive
Directors
The independent non-executive Directors are responsible for:
• providing constructive and effective challenge, especially to the decisions of the Manager;
• scrutinising and holding to account the performance of the:
– Fund Manager in meeting the investment objective;
– Manager in the promotion of the Company and day-to-day smooth operations of the
Company's business; and
• providing strategic guidance and offering specialist advice.

Division of responsibilities

Corporate Governance report continued

Role Primary responsibilities
Committee The Committee chairs are responsible for:
Chairs • the leadership and governance of their Committee;
• maintaining the relationships with specialist service providers delivering services within the remit
of their Committee;
• reporting on the activities of their Committee to the Board; and
• seeking approval from the Board for the responsibilities set out in their respective terms of
reference.
Manager
(AIFM)
The Manager is the Company's appointed Alternative Investment Fund Manager and is responsible for:
• promoting the Company's investment proposition to professional and retail investors;
• making the necessary reporting to the FCA regarding the Company's status as an Alternative
Investment Fund;
• providing accounting, company secretarial and other administrative services to the Company
ensuring compliance with the applicable statutory and regulatory provisions; and

coordinating the delivery of services provided by the Company's other third-party service providers.
Fund Manager The Fund Manager and his team are responsible for:
• selecting the stocks held within the portfolio;
• diversification and risk management through stock selection and size of investment;
• determining the volume and timing of acquisitions and disposals; and
• determining the frequency and level of gearing within the overall limits set by the Board.

Board composition and independence

The Board, chaired by Simon Miller, currently consists of five non-executive Directors. Julian Chillingworth retired from the Board on 22 February 2024. The remaining five directors served throughout the year. The biographies of the Directors holding office at the date of this report are set out on pages 39 and 40.

The Articles of Association provide that the total number of Directors shall not be less than three nor more than eight.

The independence of the Directors is determined with reference to the AIC Code and is reviewed by the Nominations Committee at least annually. The Committee considers each of the Director's other appointments and commitments, as well as their tenure of service and any connections they may have with the Manager or other key service providers.

Following completion of the evaluation in September 2024, the Committee concluded that the Chair and each of the other Directors in office at that time continued to be independent of the Manager and free of any relationship which could materially interfere with the exercise of their independent judgement.

The Chair was independent on appointment in accordance with the criteria set out in the AIC Code and has no relationships that may create a conflict of interest between his interests and those of shareholders. Details of his other significant commitments can be found on page 39.

Directors' conflicts of interest

The Company's Articles of Association permit the Board to consider and, if it sees fit, to authorise situations where a Director has an interest that conflicts, or may possibly conflict, with the interests of the Company ('situational conflicts'). The Board has a formal system in place for Directors to declare situational conflicts to be considered for authorisation by those Directors who have no interest in the matter being considered.

In deciding whether to authorise a situational conflict, the non-conflicted Directors must act honestly and in good faith with a view to the best interests of the Company and they may impose limits or conditions when giving the authorisation, or subsequently, if they think this is appropriate.

Any situational conflicts considered, and any authorisations given, are recorded in the relevant meeting minutes. The prescribed procedures have been followed in deciding whether, and on what terms, to authorise situational conflicts and the Board believes that the system it has in place for reporting and considering situational conflicts continues to operate effectively.

Appointments to the Board

The Board may appoint Directors at any time during the year. Any Director so appointed should stand for appointment by shareholders at the next AGM in accordance with the provisions of the Company's Articles of Association. In accordance with the Company's Articles of Association, each Director retires from office at each AGM and, if appropriate, offers themselves for re-appointment. All the Directors, being eligible, have stated that they will offer themselves for re-appointment at the upcoming AGM.

The Articles permit shareholders to remove a Director by passing an ordinary resolution at a general meeting. Directors are not entitled to any termination payments or other compensation for loss of office in relation to their appointment. The terms and conditions of Directors' appointments are set out in formal letters of appointment which are available for inspection on request.

Tenure and policy on the tenure of the Chair and Directors

In advance of each AGM, the Board agrees whether it is appropriate for Directors who are eligible to be recommended for re-appointment, taking into account the annual performance evaluation by and formal recommendations from the Nominations Committee and the ongoing requirements of the AIC Code (including the need to refresh the Board and its Committees).

The Nominations Committee believes that Directors with more than nine years' service can still form part of an independent majority and in particular their experience can be beneficial to the Board. However, the Board is cognisant of the benefits of regularly refreshing Board membership and seeks to do so while retaining a balance of knowledge of the Company and the relationship with the Manager.

The Board's policy for Directors, including the Chair, is, therefore, that they serve for no more than nine years, other than in exceptional circumstances.

Directors' professional development

Newly appointed Directors are offered a bespoke induction programme which covers the legal and regulatory framework for investment companies and the operations of the Manager, including the Manager's compliance and risk management frameworks and the accounting, sales and marketing and other administration services provided by the Manager.

Directors are also provided on a regular basis with key information on proposed developments or changes in regulatory and statutory requirements from, amongst others, the Corporate Secretary, the AIC and the Company's Auditor. Changes affecting Directors' responsibilities are advised to the Board as they arise. Directors also regularly participate in relevant training, including that provided by the Manager and industry seminars and may do so at the expense of the Company. Directors' individual training requirements are considered as part of the annual evaluation process which is led by the Chair of the Board.

Directors' insurance and indemnification

Directors' and officers' liability insurance cover is in place in respect of the Directors. Under the Company's Articles of Association and subject to the provisions of UK legislation, a qualifying third-party provision indemnity may be provided to Directors in respect of costs which they may incur relating to the defence of any proceedings brought against them arising out of their positions as Directors, in which they are acquitted, or judgement is given in their favour by the court. No indemnity was given during the year or up to the date of this report.

Attendance at meetings

The following table sets out the number of formal Board and Committee meetings held during the year and the number of meetings attended by each Director. All Directors attended the AGM in February 2024.

Board Audit and
Risk
Assurance
Committee
Nominations
Committee
Management
Engagement
Committee
Marketing
Committee
Number of scheduled meetings each year
Simon Miller 1 6 4 1 1 2
Julian Chillingworth 2 6 4 1
n/a
1
n/a
1
n/a
Ankush Nandra 3 2
Hannah Philp 6 4 1 1 1
Charlotte Valeur 6 4 1 1 1
Richard West 6
6
4
4
1
1
1
1
1
1

1 Simon Miller is not a member of the Audit and Risk Assurance Committee. However, he attended the meetings held during the year by invitation

2 Julian Chillingworth retired from the Board on 22 February 2024

The Marketing Committee's second meeting was held after the Company's year end. The Insider Committee did not meet during the year.

Additional information

Corporate Governance report continued

The Board's Committees

The Board had four principal Committees during the year under review: the Audit and Risk Assurance Committee, the Management Engagement Committee, the Nominations Committee and the Marketing Committee.

The Audit and Risk Assurance Committee is responsible for, in particular, ensuring the integrity of the Company's financial reporting, evaluating the effectiveness of the systems of internal control and risk management and monitoring the effectiveness and objectivity of the external Auditor.

The Audit and Risk Assurance Committee report is on pages 51 to 53.

The Management Engagement Committee report is on page 54.

The Marketing Committee report is on page 55.

The Nominations Committee report is on pages 56 and 57.

The Company has no executive Directors and has not constituted a Remuneration Committee. Directors' fees are considered by the Nominations Committee. The Board has also constituted an Insider Committee which meets when required to assist the Board in discharging its responsibilities under the Market Abuse Regulations. The terms of reference for each of the principal Committees are kept under regular review by the Board and are available on the Company's website www.bankersinvestmenttrust.com.

Internal control and risk management

The Board has overall responsibility for the Company's system of internal control and for reviewing its effectiveness. The Audit and Risk Assurance Committee supports the Board in the monitoring of the internal control and risk management framework. The Board has established an ongoing process for identifying, evaluating and managing the principal risks faced by the Company. The process accords with the FRC's guidance on Risk Management, Internal Control and Related Business and Financial Reporting. The system was in operation throughout the year and up to the date of this report. The system is designed to meet the specific risks faced by the Company and takes account of the nature of the Company's reliance on its service providers and their internal controls. The system therefore manages rather than eliminates the risk of failure to achieve the Company's business objectives and provides reasonable, but not absolute, assurance against material misstatement or loss.

The key components of the internal control framework include:

  • Clearly defined investment criteria which specify levels of authority and exposure limits. The Board reviews reports on investment performance against and compliance with the criteria at each meeting.
  • Regular financial reporting which allows the Board to assess the Company's financial position. The management accounts and forecasts are reviewed by the Board at each meeting.
  • The contractual agreements with the Manager and all other third-party service providers. The Board reviews performance levels and adherence to relevant provisions of the agreements on a regular basis through reporting to the Board and conducts a formal evaluation of the overall level of service provided at least annually.
  • The review of controls at the Manager and other third-party service providers. The Board receives quarterly reporting from the Manager and Depositary, and reviews annual assurance reports on the effectiveness of the control environments at the Company's key service providers.
  • The review of additional reporting provided by:
    • the Manager's Operational Risk team on the control environment in operation at the Manager and their view of the control environments in place at the third-party service providers used by the Company; and
    • the Manager's Internal Audit team on areas of operation which are relevant to the Company.

Internal audit function

Systems are in operation to safeguard the Company's assets, to maintain proper accounting records, with adequate segregation of duties, and to ensure that financial information used within the business, or published, is reliable. The Company is an investment company, has no employees and delegates all executive activities to third-party service providers, principally among them, the Manager, Janus Henderson. The Board places reliance on the Company's framework of internal control and the reporting received from specific second and third line of defence teams at the Manager.

The Manager's Operational Risk team support the Audit and Risk Assurance Committee in considering the independently audited reports on the effectiveness of internal controls in place at the Company's third-party service providers. The Manager's Internal Audit department provides regular reporting to the Board on the operations at the Manager and presents at least annually to the Audit and Risk Assurance Committee.

The Board has therefore concluded that it is not necessary at the present time for the Company to have its own internal audit function.

System of internal controls

How the system of internal control operates

The Board delegates contractually to third-party service providers for all of the Company's operational requirements. It maintains oversight of these providers throughout the year by receiving regular reporting on their activities. All are considered key stakeholders.

The Management Engagement Committee formally evaluates the performance and service delivery of all third-party service providers at least annually.

The Audit and Risk Assurance Committee evaluates the performance of the Auditor on completion of each audit cycle.

The Board reviewed the effectiveness of the Company's system of internal control for the year ended 31 October 2024 (see page 49). During the course of its review the Board did not identify and was not advised of any failings or weaknesses directly relating to the Company that were determined as significant.

Communication with our stakeholders

Please see pages 33 to 36.

Audit and Risk Assurance Committee report

I am pleased to present the Audit and Risk Assurance Committee report for the year ended 31 October 2024.

Membership

The members of the Audit and Risk Assurance Committee ('Committee') during the year were Ankush Nandra, Chair of the Committee, Hannah Philp, Charlotte Valeur and Richard West, all of whom are considered to have the skills, experience and objectivity to be an effective Committee. The Committee's Chair, Ankush Nandra, is a Chartered Accountant and is considered by the Board to have recent and relevant financial experience. The Committee as a whole has competence relevant to the sector in which the Company operates and to the Company as an investment trust. Other Directors may attend meetings of the Committee by invitation of the Chair. Julian Chillingworth was also a member of the Committee until his retirement on 22 February 2024.

Meetings

The Committee met four times during the year. While not a member of the Committee, Simon Miller has also attended meetings by invitation over the past year. The Company's external Auditor, the Fund Manager and the Manager's Financial Reporting Senior Manager for Investment Trusts attend meetings of the Committee on a regular basis. The Manager's Global Head of Internal Audit, its Head of EMEA Operational Risk, the Chief Information Security Officer and members of the Business Resilience team also presented to the Committee at one meeting.

Roles and responsibilities

The Audit and Risk Assurance Committee is responsible for monitoring the integrity of the Company's financial reporting, evaluating the effectiveness of the systems of internal control and risk management and making recommendations to the Board on the appointment of the external Auditor whose effectiveness and objectivity are reviewed by the Committee. The Audit and Risk Assurance Committee formally reports to the Board. The Committee's responsibilities are set out in formal terms of reference which are regularly reviewed and available on the Company's website www.bankersinvestmenttrust.com.

Committee evaluation

The activities of the Audit and Risk Assurance Committee were considered as part of the Board appraisal process.

Activities during the year

In discharging its duties over the course of the year, the Committee considered and reviewed:

• its terms of reference, noting that evaluation of the Committee's effectiveness is considered as part of the process described on page 56.

Annual and half-year reports

  • the appropriateness of the Company's accounting policies;
  • the half-year results and the annual report, including disclosures made therein on internal controls and risk management, viability, going concern and whether the report is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy;

Internal controls and management of risk

  • the internal controls in place at the Manager and the Company's other principal third-party service providers and in particular the internal controls reports received from the Manager and BNP Paribas together with feedback from the Auditor, Fund Manager and the Corporate Secretary. This included assessment of the quality and effectiveness of the accounting records and management information maintained on behalf of the Company;
  • the overall approach to paying dividends and the appropriate level of dividend to be paid in respect of the year ended 31 October 2024 particularly in light of the prevailing economic conditions and the impact on revenue, cash forecasting and debt covenants;
  • the review of the allocation of special dividends between capital and income;
  • the Manager's policies in relation to cyber risk and business continuity;
  • meeting with representatives of Janus Henderson's internal audit and risk departments periodically;
  • the key risks facing the Company, including emerging risks, the risk management systems in place and the Company's risk register;
  • compliance with the Company's anti-bribery and anti-tax evasion policies and the confirmation received from the Manager and the third-party service providers as to whether they have appropriate procedures in place in this respect;
  • tax matters relating to the Company;
  • whether there is a need for an internal audit function; and
  • the calculation and payment of the management fee.

Independent Auditors

  • the re-appointment and evaluation of the effectiveness, performance and independence and objectivity of the external Auditor, Ernst & Young LLP ('EY') including the provision of any non-audit services (as explained further on pages 51 and 52);
  • the plan, scope and cost of the external audit and reviewing the Auditor's findings and reporting; and
  • the requirements for an audit tender and the process to be undertaken.

The Committee confirms that the Company is in compliance with the requirements of The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014. This order relates to the frequency and governance of tenders for the appointment of the external auditors and the setting of the policy on the provision of non-audit services.

Annual Report for the year ended 31 October 2024

The Committee is satisfied that the Annual Report for the year ended 31 October 2024, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy. It reported accordingly to the Board.

Auditor's Independence

The Committee monitors the Auditor's independence through three aspects of its work:

  • the approval of a policy regulating the non-audit services that may be provided by the Auditor to the Company;
  • assessing the appropriateness of the fees paid to the Auditor for all work undertaken by them; and
  • reviewing the information and assurances provided by the Auditor on their compliance with the relevant ethical standards. The Auditor provided no non-audit services during the year.

For the year ended 31 October 2024, EY confirmed that all of its partners and staff involved with the audit were independent of any links to the Company, and that these individuals had complied with their ethics and independence policies and procedures, which are fully consistent with the FRC's Ethical Standards. Having considered the above-mentioned aspects, the performance and behaviour of the Auditor during the audit process and the assurances received from EY, the Committee is satisfied that auditor independence and objectivity are safeguarded.

Policy on non-audit services

The Committee has approved, and keeps under regular review, the policy on the provision of non-audit services by the Company's Auditor. The policy sets out that the Company's Auditor will not be considered for non-audit work where this is prohibited by the current regulations and where it appears to affect their independence and objectivity.

In addition, the provision of any non-audit services by the Auditors is not permitted to exceed 70% of the average annual statutory audit fee for the three consecutive financial periods preceding the financial period to which the cap applies. Such services require approval in advance by the Audit and Risk Assurance Committee, or Audit and Risk Assurance Committee Chair, following due consideration of the proposed services.

There were no non-audit services provided in the year under review (2023: none).

Appointment and tenure of the external Auditor

The Company's external auditors were appointed in 2016.

Regulations currently in force require the Company to rotate audit firms after a period of ten years, which may be extended where audit tenders are carried out or where more than one audit firm is appointed to carry out the audit, subject to a maximum appointment of 20 years.

This is the ninth year that EY has audited the Company's Annual Report and Mike Gaylor's fourth year as audit partner. The audit partner is rotated within the audit firm at least every five years. The last formal audit tender was completed in 2016 leading to the appointment of EY for the year ended 31 October 2016.

Subject to the audit remaining effective and the continuing agreement from shareholders on the appointment of the Auditors, the Committee envisages carrying out an audit tender in 2025 to meet the regulatory requirements to ensure that the process has been completed prior to the audit for the year ending 31 October 2026. The proposed tender period is considered to be in the best interests of shareholders and the Company as EY have a detailed knowledge of our business, an understanding of the industry in which we operate and continue to demonstrate that they have the necessary expertise and capability to undertake the audit.

Audit Fees

The fees payable to the Auditor for audit services in respect of the year ended 31 October 2024 were £54,500 (2023: £52,000) excluding VAT.

Audit for the Year ended 31 October 2024

In the year under review, EY challenged both the Manager's and the Board's judgements and exercised professional scepticism. The audit team required detailed evidence of all metrics, numbers and disclosures made within the Annual Report to support a robust assessment and evaluation of the financial information contained therein. As an example, the Manager provides the Committee and the Auditor with an analysis of special dividends and the rationale for whether these should be treated as income or capital. The Auditor's review included challenge to the Manager to provide additional justification or background to the dividends before confirming whether they concurred with the proposed treatment.

Audit and Risk Assurance Committee report continued

As an investment trust investing in listed equities, management has limited areas of judgement. Areas where the Committee would challenge the Manager include the determination of the fair market value of debt in order to confirm the appropriate basis for calculation, and stress testing of the revenue forecast to support the dividend payment policy and the assumptions in the viability statement.

The Committee did not consider it necessary to request the Auditor to look at any specific areas in addition to those already identified in the audit plan in relation to the audit for the year ended 31 October 2024.

The Committee is satisfied that the Annual Report for the year ended 31 October 2024, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

The following significant issues were considered by the Committee for the Annual Report for the year ended 31 October 2024:

Significant issue How the issue was addressed
Valuation and ownership
of the Company's
investments
The Directors have appointed Janus Henderson to perform the valuation of the assets of
the Company in accordance with its responsibilities under the AIFMD rules. As required
under the AIFMD rules, Janus Henderson has adopted a written valuation policy, which
may be modified from time to time. Actively traded investments are valued using stock
exchange prices provided by third-party pricing vendors. The portfolio valuation is
regularly reviewed by the Committee. Ownership of listed investments is verified by
reconciliation to the Custodian's records. Investments that are unlisted or not actively
traded are valued using a variety of techniques to determine their fair value; all such
valuations are reviewed and approved by the Directors.
Recognition of income Income received has been accounted for in line with the Company's accounting policies
(as set out on page 74) and was reviewed by the Committee at each meeting to confirm
it is in compliance with UK-adopted International Accounting Standards. The Board
reviews Janus Henderson's revenue forecasts in support of the Company's future
dividends at least four times per annum. For special dividends where Janus Henderson is
required to allocate between revenue and capital, the Committee reviews the rationale
provided and approves the treatment.
Maintaining internal
control
The Committee carries out the annual assessment of the effectiveness of the Company's
internal control and risk management systems by reviewing the framework and summary
of the reporting received throughout the course of the financial year. The Committee had
further input on the prevailing standards in the sector when making its recommendation
to the Board on the Company's internal control environment as a whole.

Effectiveness of the external audit

The Committee's process for evaluating the effectiveness of the external audit comprises two components: the findings of the FRC's Audit Quality Inspection Report are considered, and a post-audit assessment is carried out led by the Audit and Risk Assurance Committee Chair.

The Auditor is invited to present and discuss the findings of the latest FRC Audit Quality Inspection Report and report on the progress made by the firm in terms of addressing the areas identified for improvement in the prior year's report.

The Auditor attended two Committee meetings in the year, when the Committee was considering the half year and the annual results. The audit partner met with the Audit and Risk Assurance Committee Chair on two occasions during the year outside of these meetings as well.

During the 2024 audit, the Committee Chair liaised with EY to receive progress updates and to review EY's audit results prior to the Committee meeting to consider the financial statements. EY attended this meeting to present their report and to observe the Committee's review of the financial statements and internal controls reporting by the Manager.

In assessing the effectiveness of the audit process, the Committee Chair invites views from the Directors, the Fund Manager and other members of the Manager's staff in assessing the robustness and effectiveness of the audit, level of challenge offered by the audit team, the quality of the audit team and timeliness of delivering the tasks required for the audit and reporting to the Committee. The Committee also met privately with the Audit Partner to discuss how the audit operated from his perspective.

Based on the Committee's review of EY's reporting, interactions with the audit team throughout the process, discussions with representatives of the Manager and discussions on the findings of the FRC's Audit Quality Inspection Report, the Committee, having met without EY present, is satisfied with the effectiveness of the audit provided by EY and that EY is independent of the Company.

The Committee considers that the audit quality for the year ended 31 October 2024 has been high and that the Manager and EY have worked together to enhance and improve reporting to shareholders. The Committee therefore recommended EY's continuing appointment to the Board. EY has indicated its willingness to continue in office. Accordingly, resolutions reappointing EY as Auditor to the Company and authorising the Audit and Risk Assurance Committee to determine their remuneration will be proposed at the forthcoming Annual General Meeting.

Management Engagement Committee report

The Management Engagement Committee ('Committee') is responsible for formally evaluating the overall performance of the Manager and other third-party service providers engaged by the Company, to consider whether their continuing appointment is in the interests of shareholders as a whole.

Membership

The Committee is chaired by the Chair of the Board and consists of all the Directors.

Meetings

The Committee meets at least annually, with additional meetings scheduled when required.

Roles and responsibilities

The Committee's responsibilities include evaluating, on at least an annual basis, the performance of the Manager and other third-party service providers engaged by the Company (excluding the Company's Auditor) and for ensuring that the terms of the management agreement between the Manager and the Company remain competitive and in the interests of shareholders as a whole. The Committee reports to the Board, making recommendations as appropriate.

Activities during the year

In discharging its duties over the course of the year, the Committee considered the following matters:

  • the investment performance of the Company, taking account of the benchmark and performance of competitors in its AIC peer group, the share price, level of premium / discount and gearing;
  • the quality and experience of the team involved in managing all aspects of the Company's business;
  • the fee structures of competitors in its AIC peer group and other, similar sized investment companies;
  • the key clauses of the investment management agreement, how the Manager had fulfilled these and whether they continued to be appropriate;
  • the performance and fees of the Company's other third-party service providers, including the depositary, registrar, marketing and research providers, legal counsel and any other ad-hoc services provided to the Company;
  • the Company's service providers in their role as stakeholders and whether there is an appropriate level of engagement with them; and
  • any points of conflict which may arise between the providers of services to the Company.

Performance of the Manager and other third-party service providers

Each year, the Committee carries out an evaluation of the Manager and the Company's key third-party service providers and their respective terms of engagement.

The Committee's evaluation of the Manager includes:

  • evaluating the Company's investment and share price performance;
  • consideration of the arrangements in place at Janus Henderson in terms of a short-term incapacity of the Fund Manager and succession planning for the Fund Manager over the longer term;
  • consideration of the quality of the team involved in all aspects of servicing the Company;
  • a review of the stability of the management group and its business priorities; and
  • assessing the contractual arrangements and remuneration structure in place and the competitiveness of the management fee paid to the Manager, and whether they remain appropriate and in the interests of shareholders as a whole.

The continued appointment of the Manager and other third-party service providers

The principal contents of the agreement with the Manager and the fees payable are shown on page 29. The Board receives formal recommendations from the Management Engagement Committee in respect of the continued appointment of the Manager and the Company's other third-party service providers and the appropriateness of the terms of the contractual arrangements in place at least annually.

Following completion of the annual evaluation of the Manager by the Committee and its formal recommendations to the Board, the Board believes that the continued appointment of the Manager on the terms agreed is in the interests of the Company as a whole.

Additional information

Marketing Committee report

The Marketing Committee ('Committee') is responsible for how demand for the Company's shares can be generated and will measure the effectiveness of the marketing initiatives used to generate that demand over the longer term.

Membership

The Committee is chaired by Hannah Philp and consists of all the Directors.

Meetings

The Committee meets at least twice per annum, with additional meetings scheduled when required.

Roles and responsibilities

The Committee's responsibilities include:

  • Developing, in partnership with the Manager, a marketing and promotional strategy for the Company, including long-term aims, measures of success and the mechanisms, including specific communication and media channels, to be used by the Company;
  • Consideration of the retention of third-party agencies and consultants where deemed necessary by the Company to support and enhance the marketing efforts of the Company and Manager;
  • Reviewing the marketing material produced by the Manager and other third-parties and make recommendations to the Board, where appropriate, regarding these materials; and
  • Reviewing the activity undertaken by the Company, Manager and third parties against agreed plans, and consider performance indicators and enhancements or amendments that may be required to the Company's marketing plans in the light of these outcomes.

The Committee reports to the Board, making recommendations as appropriate.

Activities during the year

In discharging its duties over the course of the year, the Committee considered the following matters and, where appropriate, recommended their approval to the Board:

  • The effectiveness of the Company's marketing plan, which was evaluated using short-term, medium-term and long-term measures;
  • The engagement from investors and potential investors to the new website;
  • The Company's advertising campaign launched in February 2024;
  • The marketing budget and review the spend of that budget over the year;
  • The Section 793 exercise to increase the number of subscribers to the website by means of a letter which was sent to shareholders with the 2023 Annual Report informing them how they could keep updated on the Company via emails and alerts; and
  • The redesign of the annual report to reflect the Company's new imagery and branding used on the Company's new website and create a clear narrative for the Company, supported by design focused on what the Company does, how it does it and reasons to invest.

Nominations Committee report

The Nominations Committee ('Committee') advises the Board on the composition of the Board and its Committees, in making appointments to the Board and ensuring suitable succession plans are in place for the Directors. It also has responsibility for setting the remuneration policy for the non-executive Directors.

Membership

The Committee is chaired by the Chair of the Board and consists of all the Directors. The Chair of the Board would not chair or attend meetings when the Committee is considering the appointment for his successor, reviewing his performance or his fees..

Meetings

The Committee meets at least annually, with additional meetings scheduled when required.

Roles and responsibilities

The Committee's responsibilities include: reviewing the structure, size and composition of the Board and its Committees; ensuring annual performance evaluations and considering the proposed appointment and reappointment of Directors ahead of each AGM; succession planning; nominating new Directors for consideration by the Board; and considering the remuneration of the Directors. The Committee reports to the Board, making recommendations as appropriate.

Activities during the year

In discharging its duties over the course of the year, the Committee considered the following matters:

  • the composition of the Board and each of its Committees, taking account of the skills, experience and knowledge of each Director and whether the diversity of these continued to contribute to the success of the Company;
  • succession planning for appointments to the Board taking account of the provisions regarding the retirement of directors, as well as the tenure of the current Directors;
  • the outcomes of the Board performance evaluation with a view as to whether adjustments should be made to the number of Directors or knowledge and skills represented on the Board;
  • the tenure of each of the Directors, giving consideration as to whether the Board retained a sufficient balance of length of service without becoming complacent;
  • the independence of the Directors taking account of the guidelines established by the AIC Code as well as the Directors' other appointments;
  • the time commitment of the Directors and whether this had been sufficient over the course of the year;
  • the performance and contribution of all Directors standing for re-appointment at the 2025 AGM; and
  • the level of Directors' fees.

Annual performance evaluation

The Committee ensures that there is a formal and rigorous annual evaluation of the performance of the Board, its Committees, the Chair and individual Directors. The Company is obliged to engage an external facilitator for the evaluation every three years and an external evaluator will be used for the 2025 evaluation process. This year an internal review of the Board, its Committees, the Chair and individual Directors was undertaken.

The first stage of the exercise involved the Company Secretary engaging with the Chair to set the context for the review, and to tailor the scope to the Company's circumstances. All Board members then completed online questionnaires addressing the performance of the Board, the Chair, and the Manager, as well as the contribution of individual Directors.

As well as addressing core aspects of Board and Committee performance, the review had a particular focus on the following areas:

  • Building strong Board communication and dynamics following significant composition changes;
  • The key objectives for the Committees of the Board including the new Marketing Committee , to ensure that these Committees deliver effective oversight of matters within their remit;
  • The level of support and challenge that the Board provides to the Fund Manager, and the effectiveness of communication with the Manager more broadly;
  • The information and training opportunities that should be provided to new Board members on the Company's strategic aims, shareholders, marketing and investment processes; and
  • The clarity of succession planning for Board members and the Fund Manager.

The results of the questionnaires were considered by the Board.

The Senior Independent Director carried out the performance evaluation of the Chair. An update was provided to the Committee and feedback given directly to the Chair.

As a result of the review, the Board considered opportunities to increase its effectiveness in areas including the informal time spent together, and further enhancements to the Board's understanding of key themes and strategy.

Following completion of the evaluation review and discussion by all Directors, it was concluded that the Board retained a good balance of relevant skills and experience, the Directors (individually and collectively as the Board) have been operating effectively and Directors have undertaken training and professional development courses during the year.

The Committees continued to support the Board in fulfilling its duties and there were no specific additional training requirements for any of the Directors.

Evaluation of Directors to be considered for appointment or re-appointment

The Committee considers the appointment and re-appointment of Directors ahead of each AGM. Each of the Directors, being eligible, have stated that they will offer themselves for re-appointment at the AGM. For the upcoming AGM, the Committee considered the

Additional information

Nominations Committee report continued

performance and contribution to the Company of each Director and their other business appointments and commitments. The Committee concluded that each Director had been effective, allocated sufficient time to the Company to discharge their responsibilities fully and effectively, remained independent and continued to demonstrate commitment to their role. Accordingly, the Committee recommended their continued service to the Board.

Appointment of new Directors

Before commencing a search for candidates, the Committee evaluates the balance of skills, experience, knowledge and diversity on the Board, and, in light of this evaluation, prepares a description of the role and capabilities required for a particular appointment. To facilitate the search for suitable candidates from a wide range of backgrounds, the Committee may use the services of external advisers or open advertising, if deemed appropriate to do so.

The Committee assesses candidates on merit and against objective criteria and with due regard for the benefits of diversity on the Board (including gender, social and ethnic backgrounds, as well as cognitive and personal strengths), taking care that any candidates recommended for appointment are able to allocate sufficient time to the Company to fully and effectively carry out their responsibilities.

The Board have not considered it necessary to recruit another director following the retirement of Julian Chillingworth at the conclusion of the 2024 AGM this year.

Diversity policy

The Board considers that a Board that is diverse in its broadest sense is important to the long-term sustainable success of the Company. All Board appointments are subject to a formal, rigorous and transparent procedure led by the Nominations Committee. The Company seeks to ensure that any Board vacancies are filled by the most qualified candidates based on objective criteria and merit and in the context of the skills, knowledge and experience that are needed for the Board to be effective.

The Board acknowledges and supports the recommendations on gender diversity on Boards and ethnic representation on Boards. Whilst the Board does not feel that it would be appropriate to use specific diversity targets given its small size, the Directors acknowledge that diversity is important to ensure that the Company can draw on a broad range of backgrounds, skills, knowledge, experience and perspectives to achieve effective stewardship of the Company. An integral part of the appointment process includes the consideration of diversity generally, taking into account gender, social and ethnic backgrounds, cognitive and personal strengths and experience. The Nominations Committee ensures that long lists of potential non-executive Directors should include diverse candidates of appropriate experience and merit.

The UK Listing Rules of the FCA require companies to report on whether they have met the following targets on Board diversity: that at least 40% of the individuals on the Board are women, at least one of the senior positions on the Board is held by a woman and that there is at

least one Director of an ethnic minority background. As at 31 October 2024, the Company had met the gender diversity requirements as two of the five Directors (40%) were women, and Hannah Philp held a senior position as Chair of the Marketing Committee.

The Board has one Director from a minority ethnic background. The small size of the Board with only nonexecutive Directors and the Company's specialist nature as an investment trust provide challenges in ensuring targeted diversity in Board appointments. The Board does not therefore consider it appropriate to set targets but ensures that long lists include diverse candidates of appropriate experience and merit. In the succession planning objectives set out above, these considerations will form a significant element of the search.

There is no discrimination on the grounds of gender, race, ethnicity, religion, sexual orientation, age or physical ability in any of the Nominations Committee's activities.

In accordance with UK Listing Rule 6.6.6R (9) and (10), and using the AIC's definitions, the Board provides the following information about its diversity as at 31 October 2024:

Gender identity Number of
Board
members
Percentage
of the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Men
Women 3 60 Not applicable 1
Total 2
5
40
100
n/a
Ethnic diversity Number of
Board
members
Percentage
of the Board
Number of senior
positions on the
Board
White British or
Other (including
minority – white
groups)
80 Not applicable 1
Minority ethnic 4
1
20

1 This column is not applicable as the Company is externally managed and does not have executive management functions, specifically the roles of CEO and CFO and has no employees. The Board considers that chairing the Board, its permanent Committees and the role of Senior Independent Director are all senior positions in an investment company context

The information included in the above tables has been obtained through questionnaires completed by the individual directors. The categories for ethnic groups which are not represented on the Board are not included in the ethnic background table. No changes have occurred between 31 October 2024 up to the date of approval of this Report which could affect the Company's ability to meet the targets in LR 6.6.6R (9).

Remuneration

Details of the Committee's activities in relation to Directors' remuneration are set out in the Directors' remuneration report on pages 58 to 60, together with information on the fees paid to Directors during the year under review.

Directors' Remuneration report

Remuneration policy

The remuneration policy ('the Policy') sets out the principles applied in the remuneration of the Directors. The Policy has been in place since 2014 and was last approved by shareholders at the AGM in February 2023. The current Policy will continue in force until the AGM in 2026.

The Nominations Committee considers the Directors' remuneration and makes recommendations to the Board on its conclusions. The Board has not established a Remuneration Committee to consider matters relating to the Directors' remuneration. The Board has not been provided with advice or services by any person in respect of its consideration of the Directors' remuneration (although the Directors review annually the fees paid to the boards of directors of other comparable investment companies).

The Policy is that the fees payable to the Directors should reflect the time spent by the Board on the Company's affairs and the responsibilities borne by the Directors and should be sufficient to promote the long-term success of the Company.

The Policy is for the Chair of the Board, the Senior Independent Director and the Chair of the Audit and Risk Assurance Committee to be paid a higher fee than the other Directors in recognition of their additional responsibilities.

The Policy is to review these rates annually although such review would not necessarily result in any change to the rates. None of the Directors has a contract of service or a contract for services, there are no set notice periods and a Director may resign by giving notice in writing to the Board at any time with no compensation.

The Policy is for the Directors to be remunerated in the form of fees, payable quarterly in arrears, to the Director personally or to a third-party specified by him or her. There are no long-term incentive schemes provided by the Company and the fees are not specifically related to the Directors' performance, either individually or collectively.

Annual report on remuneration

This report is submitted in accordance with Schedule 8 of The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 as amended (the 'Regulations'). This report also meets the relevant requirements of the Companies Act 2006 (the 'Act') and the UK Listing Rules of the Financial Conduct Authority and describes how the Board has applied the principles relating to Directors' remuneration.

The Company's Auditor is required to report on certain information contained within this report and where information set out below has been audited, it is indicated as such.

All Directors are non-executive and the Company has no chief executive officer or employees. Therefore, some of the reporting requirements contained in the Regulations are not applicable and have not been reported on, including the requirement for a future policy table and an illustrative representation of the level of remuneration that could be received by each individual Director.

It is believed that all relevant information is disclosed within this report in an appropriate format.

Views of shareholders

Any views expressed by shareholders on the fees being paid to Directors would be taken into consideration by the Board when reviewing levels of remuneration.

Statement from the Chair

As Chair, Simon Miller reports that Directors' remuneration in the year under review has been determined within the parameters of the remuneration policy approved by shareholders. The Nominations Committee carried out its annual review of the fees being paid to Directors and as part of this it looked at the fees paid to other investment companies in the peer group, the fees paid in other sectors and other Janus Henderson managed investment trusts, as well as the increasing responsibilities and time commitment required of the Directors. Following consideration, it was agreed that Directors' fees be increased with effect from 1 November 2024. The new fees are set out in the table below. The increases were to ensure that the Directors are properly remunerated for their services to the Company and so that the Company can remain competitive when seeking new Directors. The Board is satisfied that the changes to the remuneration of the Directors are compliant with the Directors' Remuneration Policy approved by shareholders at the 2023 Annual General Meeting.

There have been no other major decisions on Directors' remuneration or any other changes to the remuneration paid to each individual Director other than the fee for the Marketing Committee Chair in recognition of their additional responsibilities in the year under review.

Directors' Remuneration report continued

Table of Directors' annual fees

The current fees for specific responsibilities are set out in the table below. Other than the Audit and Risk Assurance Committee Chair and Marketing Committee Chair, no fees are payable for membership of the Board Committees. Fees were increased on 1 November 2024.

Rate from
1 November
2024
Rate from
1 November
2023
%
increase
2.0%
n/a 7.9%
0.0%
8.6%
3.0%
£51,000
£41,000
£38,000
£38,000
£34,000
£50,000
£38,000
£35,000
£33,000

1 The Marketing Committee was created with effect from 9 January 2024

Annual percentage change

The table below sets out the annual percentage change in Directors fees for the three years to 31 October 2024, as well as the increase approved for the current financial year.

From
1 Nov 2024
From
1 Nov 2023
From
1 Nov 2022
From
1 Nov 2021
Director % % % %
Simon Miller 1 n/a
Julian
Chillingworth 2
2.0
n/a
6.1 6.1
Ankush Nandra 3 7.9 6.1
11.8
4.8
n/a

n/a
Hannah Philp 4 15.2 n/a
Charlotte Valeur 5 6.5 7.3 n/a
Richard West6 3.0 6.5 7.3
8.6 6.5 7.3

1 Appointed a Director on 1 January 2022 and became Chair on

24 February 2022

2 Retired as a director on 22 February 2024

3 Appointed a Director on 1 September 2023

4 Appointed a Director on 1 November 2022 and Chair of the Marketing Committee on 9 January 2024 when the Committee was created. The increase in Ms Philp's remuneration reflects this appointment part way through the year to 31 October 2024 and the additional remuneration associated with this role

5 Appointed a Director on 1 November 2022

6 Became Senior Independent Director on 23 April 2024

Directors' remuneration (audited)

The remuneration paid/payable to the Directors who served during the years ended 31 October 2024 and 31 October 2023 was as follows:

Year ended
31 October
2024
Total fees
£
Year ended
31 October
2023
Total fees
£
% change Year ended
31 October 2024
Total expenses
including taxable
benefits
£
Year ended
31 October 2023
Total expenses
including taxable
benefits
£
Year ended
31 October
2024
Total
£
Year ended
31 October
2023
Total
£
Simon Miller1
Julian Chillingworth2 50,000 47,000 6.4 5,657 1,996 55,657 48,996
Ankush Nandra3 8,750 33,000 -73.5 8,750 33,000
Hannah Philp4 38,000 5,667 570.5 38,000 5,667
Isobel Sharp5 37,059 31,000 19.5 22 37,081 31,000
Charlotte Valeur 22,805 n/a 22,805
Richard West 33,000 31,000 6.5 6,861 2,092 39,861 33,092
Total 34,044
200,853
31,000
201,472
9.8
12,540

4,088
34,044
213,393
31,000
205,560

The table above omits other columns because no payments of other types such as performance related pay, vesting performance related pay and pension ˥˘˟˔˧˘˗˕˘ˡ˘Ѓ˧˦˪˘˥˘ˠ˔˗˘ʡˇ˔˫˔˕˟˘˕˘ˡ˘Ѓ˧˦ϝʴ˥˧˜˖˟˘ʤʤʣˢ˙˧˛˘ʶˢˠˣ˔ˡˬϠ˦ʴ˥˧˜˖˟˘˦ˢ˙ʴ˦˦ˢ˖˜˔˧˜ˢˡˣ˥ˢ˩˜˗˘˦˧˛˔˧ʷ˜˥˘˖˧ˢ˥˦˔˥˘˘ˡ˧˜˧˟˘˗˧ˢ˕˘˥˘˜ˠ˕˨˥˦˘˗˙ˢ˥ reasonable expenses incurred by them in connection with the performance of their duties and attendance at Board and General Meetings.

1 Chair and highest paid director following appointment as Chair on 24 February 2022 having been appointed a Director on 1 January 2022

  • 2 Retired from the Board on 22 February 2024
  • 3 Appointed to the Board on 1 September 2023
  • 4 Appointed as Marketing Committee Chair on 9 January 2024
  • 5 Retired from the Board on 30 June 2023

No other remuneration or compensation was paid or payable by the Company during the year to any of the current or ˙ˢ˥ˠ˘˥ʷ˜˥˘˖˧ˢ˥˦ˢ˥˧˛˜˥˗ˣ˔˥˧˜˘˦˦ˣ˘˖˜Ѓ˘˗˕ˬ˔ˡˬˢ˙˧˛˘ˠʡ

Relative importance of spend on pay

In order to show the relative importance of spend on pay, the table below sets out the total level of remuneration compared with the distributions to shareholders by way of dividends. In the year under review, 88,341,407 ordinary shares were bought back by the Company into Treasury. There were no other significant distributions, payments or other uses of the Company's net return or cash flow deemed to assist in the understanding of the relative importance of spend on pay.

31 October
2024
£'000
31 October
2023
£'000
1 year
change
£'000
1 year
change
%
5 year
change
£'000
5 year
change
%
Total Director's remuneration1
Ordinary dividends paid in the year 213.4 205.6 7.8 3.8 72 51.1
31,996 31,216 780 2.5 7,230 29.2

1 Amounts paid will fluctuate due to the number of directors in any one year

Directors' Remuneration report continued

Performance

The Company's performance has been measured against the FTSE All-Share Index for the period 1 November 2014 to 31 October 2017 and the FTSE World Index from 1 November 2017 to 31 October 2024 on a total return basis in sterling terms. The graph below compares the mid-market price of the Company's ordinary shares over the 10-year period ended 31 October 2024 with the composite index over the same period.

Composite benchmark comprising the FTSE All-Share Index for the period 1 November 2014 to 31 October 2017 and the FTSE World Index from 1 November 2017 to 31 October 2024, assuming the notional investment of £100 on 31 October 2014 and the reinvestment of all income (excluding dealing expenses)

Source: Morningstar Direct

Directors' interests in shares (audited)

Ordinary shares of 2.5p
31 October
2024
1 November
2023
Beneficial interest:
Simon Miller
Julian Chillingworth 1 70,000
n/a
60,000
Ankush Nandra 30,000
Hannah Philp 40,604 20,000
Charlotte Valeur 20,254 10,254
Richard West 8,954
97,434

96,289

The interests of the Directors in the ordinary shares of the Company at the beginning and end of the financial year are shown in the preceding table. Since the Company's year-end Richard West purchased 556 shares and Ankush Nandra purchased 151 shares in the Company bringing their total beneficial holdings to 97,990 and 40,755 shares respectively. There have been no further changes reported since the year end to the date of this Annual Report.

No Director is required to hold shares of the Company by way of qualification.

1 Retired from the Board on 22 February 2024

Statement of voting at AGM

A binding ordinary resolution adopting the Remuneration Policy was approved at the AGM held on 23 February 2023. An ordinary resolution approving the Directors' remuneration report was also passed at the 2024 AGM. The following votes were received on the resolutions:

Resolution For (including
discretionary)
% of
votes
Against % of
votes
Withheld
Remuneration Policy
Remuneration Report 332,771,533
319,384,192
99.5
99.6
1,727,612
1,351,420
0.5
0.4
3,460,594
1,766,334

Notes

The percentage of votes in favour (including discretionary) and those against excludes the number of votes withheld

Approval

The Annual Report on Directors' Remuneration was approved by the Board on 15 January 2025.

On behalf of the Board

Richard West

Senior Independent Director

15 January 2025

Financial statements

Statement of Directors' Responsibilities

The Directors are responsible for preparing the Annual Report, including the Directors' remuneration report and the Financial Statements, in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Company's 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 affairs of the Company and of the profit or loss of the Company for that year. In preparing these financial statements, the Directors are required to:

  • select suitable accounting policies in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and then apply them consistently;
  • make judgements and accounting estimates that are reasonable and prudent;
  • state whether applicable UK-adopted International Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
  • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company is to continue in business; and
  • prepare a Directors' report, a strategic report and a Directors' remuneration report which comply with the requirements of the Companies Act 2006.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable it to ensure that the financial statements and the Directors' remuneration report 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. Having taken advice from the Audit and Risk Assurance Committee, the Directors consider that the Annual Report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

Statement of Directors' responsibilities under Disclosure Guidance and Transparency Rule 4.1.12

Each of the Directors, who are listed on pages 39 and 40, confirms that, to the best of his or her knowledge:

  • the financial statements, which have been prepared in accordance with UK-adopted International Accounting Standards on a going concern basis, give a true and fair view of the assets, liabilities, financial position and profit of the Company; and
  • the Strategic Report in this Annual Report and financial statements include a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.

On behalf of the Board

Richard West

Senior Independent Director

15 January 2025

Independent Auditor's report

Opinion

We have audited the financial statements of The Bankers Investment Trust PLC for the year ended 31 October 2024 which comprise Statement of Comprehensive Income, Statement of Changes in Equity, Statement of Financial Position and Cash Flow Statement and the related notes 1 to 24 including material accounting policy information. 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 affairs as at 31 October 2024 and of its profit 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

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 public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

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.

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.

The following procedures:

• 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 during our audit were considered in their assessment.

  • We inspected the Directors' assessment of going concern, including the revenue forecast. 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 have 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 of the Company.
  • We assessed the risk of breaching the debt covenants applicable to the Company's debt arrangements as a result of a reduction in the value of the Company's investment portfolio. We calculated the Company's compliance with debt covenants and performed reverse stress testing in order to identify what factors would lead to the Company breaching those covenants.
  • 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 investments held and evaluated the Company's ability to sell those investments in order to cover working capital requirements should revenue decline significantly.
  • We reviewed the Company's going concern disclosures included in the annual report in order to assess that 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 to 31 January 2026, which is a period of at least twelve months from the date the financial statements are authorised for issue.

In relation to the Company's 's reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors' statement in the financial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. 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.

Additional information

Independent Auditor's report continued

Overview of our audit approach

Key audit matters • Risk of incomplete or inaccurate revenue recognition, including
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 £14.34m which represents 1% of net assets.

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 effectiveness of controls, the potential impact of climate change 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 affect the Company's investments and overall investment process. These are explained on page 32 in the principal risks and uncertainties. They have also explained their climate commitments on pages 22 and 23. 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 the course of the audit or otherwise appear to be materially misstated, in line with our responsibilities on "Other information".

Our audit effort in considering the impact of climate change on the financial statements was focused on evaluating management's assessment of the impact of climate risk, physical and transition, their climate commitments, the effects of material climate risks disclosed on page 32 and the significant judgements and estimates disclosed in note 1 and whether these have been appropriately reflected following the requirements of UK-adopted International Accounting Standards.

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.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.

Incomplete or inaccurate revenue recognition, including the classification of special dividends as revenue or capital items in the Income Statement (as described

on page 53 in the Report of the Audit and Risk Committee and as per the accounting policy set out on page 74).

The total revenue for the year to 31 October 2024 was £34.47m (2023: £37.63m), consisting of dividend income from listed equity investments.

The investment income receivable by the Company during the year directly affects the Company's revenue return. There is therefore 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.

Incorrect valuation or ownership

of the investment portfolio (as described on page 53 in the Report of the Audit and Risk Committee and as per the accounting policy set out on page 73).

The valuation of the investment portfolio at 31 October 2024 was £1,455.33m (2023: £1,428.79m) primarily consisting of listed investments.

The fair value of investments is determined by reference to stock exchange quoted market bid prices at the close of business on the reporting date.

The valuation of the assets held in the investment portfolio is the primary 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.

Risk Our response to the risk

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 100% of dividends received and accrued, we recalculated the 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. We also agreed a sample of dividends received and accrued to bank statements.

Where dividends were received or accrued in foreign currency, we translated the amount into the reporting currency of the Company using exchange rates sourced from an independence data vendor.

For all dividends accrued, we reviewed the investee Company announcements to assess whether the dividend entitlements arose prior to 31 October 2024.

To test completeness of recorded income, we verified that expected dividends for each investee Company held during the year had been recorded as income with reference to investee Company announcements obtained from an independent data vendor.

For all investments held during the year, we reviewed the type of dividends paid with reference to an external data vendor to identify those which were special. Based on the work performed, we identified 10 special dividends received during the year, eight classified as revenue and two classified as capital. For a sample of six special dividends, we assessed the appropriateness of Management's classification as revenue or capital by reviewing the underlying rationale for the distribution.

We have performed the following procedures:

We obtained an understanding of the processes and controls surrounding investment valuation and legal title of investments 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.

For all investments in the portfolio, we obtained the market prices from an independent pricing vendor for five business days pre and post the year end date and calculated the day-on-day movements to identify any stale prices. We verified that the listed prices are valid fair values through review of trading activity.

We compared the Company's investment holdings at 31 October 2024 to an independent confirmation received directly from the Company's Custodian.

Key observations communicated to the Audit Committee

The results of our procedures identified no material misstatement in relation to the risk of incomplete or inaccurate revenue recognition, through incorrect classification of special dividends as revenue or capital.

The results of our procedures identified no material misstatement in relation to the risk of 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.

Independent Auditor's report continued

Our application of materiality

We apply the concept of materiality in planning and performing the audit, in evaluating the effect 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 £14.34m (2023: £13.34m), which is 1% (2023: 1%) of net assets. We believe that net assets provides us with materiality aligned to the key measure of the Company's performance.

During the course of our audit, we reassessed initial materiality and found no reason to alter the basis of calculation at year end.

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% (2023: 75%) of our planning materiality, namely £10.76m (2023: £10.00m).

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 £1.72m (2023: £1.88m) being 5% (2023: 5%) of the revenue profit before taxation.

Reporting threshold

An amount below which identified misstatements are considered as being clearly trivial.

We agreed with the Audit and Risk Assurance Committee that we would report to them all uncorrected audit differences in excess of £0.72m (2022: £0.67m), which is set at 5% of planning materiality, as well as differences 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 set out on pages other than the financial statements and our auditor's report thereon.

The Directors are responsible for the other information contained within the annual report.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in 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.

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' reports 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.

Corporate Governance Statement

We have reviewed the Directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the company's compliance with the provisions of the UK Corporate Governance Code specified for our review by the UK Listing Rules.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit:

  • Directors' statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 73;
  • Directors' explanation as to its assessment of the company's prospects, the period this assessment covers and why the period is appropriate set out on page 37;
  • Director's statement on whether it has a reasonable expectation that the group will be able to continue in operation and meets its liabilities set out on page 37;
  • Directors' statement on fair, balanced and understandable set out on page 37;
  • Board's confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 37;
  • The section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 49; and
  • The section describing the work of the audit committee set out on page 51.

Responsibilities of Directors

As explained more fully in the Directors' responsibilities statement set out on page 61, 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 noncompliance 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 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, 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 the Company is complying with those frameworks by discussions with the Audit and Risk Assurance Committee and the Company Secretary and review of 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 the incorrect classification of special dividends 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 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.

Independent Auditor's report continued

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Other matters we are required to address

  • Following the recommendation from the Audit and Risk Assurance Committee, we were appointed by the company on 17 November 2016 to audit the financial statements for the year ending 31 October 2016 and subsequent financial periods.
  • The period of total uninterrupted engagement including previous renewals and reappointments is 9 years, covering the years ending 31 October 2016 to 31 October 2024.
  • The audit opinion is consistent with the additional report to the Audit and Risk Assurance 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.

Mike Gaylor

(Senior statutory auditor) for and on behalf of Ernst & Young LLP, Statutory Auditor London 15 January 2025

Financial statements

In this section

  • Statement of Comprehensive Income
  • Statement of Changes in Equity
  • Statement of Financial Position
  • Cash Flow Statement
  • Notes to the financial statements

Statement of Comprehensive Income

for the year ended 31 October

Year ended 31 October 2024 Year ended 31 October 2023
Notes Revenue
return
£'000
Capital
return
£'000
Total
return
£'000
Revenue
return
£'000
Capital
return
£'000
Total
return
£'000
2 Gains on investments held at fair
value through profit or loss
3 Investment income 205,394 205,394 37,376 37,376
4 Other operating income 37,652 37,652 40,439 40,439
Total income 1,003
38,655

205,394
1,003
244,049
1,326
41,765

37,376
1,326
79,141
Expenses
5 Management fees
6 Other expenses (1,856) (4,334) (6,190) (1,790) (4,176) (5,966)
Profit before finance costs and
taxation
(1,329)
35,470

201,060
(1,329)
236,530
(970)
39,005

33,200
(970)
72,205
7 Finance costs
Profit before taxation (998)
34,472
(2,329)
198,731
(3,327)
233,203
(1,376)
37,629
(3,211)
29,989
(4,587)
67,618
8 Taxation
Profit for the year and total
comprehensive income
(3,194)
31,278
(59)
198,672
(3,253)
229,950
(3,061)
34,568

29,989
(3,061)
64,557
9 Earnings per ordinary share –
basic and diluted
2.63p 16.70p 19.33p 2.72p 2.35p 5.07p

The total columns of this statement represent the Statement of Comprehensive Income, prepared in accordance with UK-adopted International Accounting Standards. The revenue return and capital return columns are supplementary to this and are prepared under guidance published by the Association of Investment Companies. The Company had no recognised gains or losses other than those disclosed in the Statement of Comprehensive Income.

Statement of Changes in Equity

for the year ended 31 October

Year ended 31 October 2024
Notes Called up
share
capital
£'000
Share
premium
account
£'000
Capital
redemption
reserve
£'000
Other
capital
reserves
£'000
Revenue
reserve
£'000
Total
£'000
Total equity at 1 November 2023
Total comprehensive income: 32,878 159,797 12,489 1,084,848 43,511 1,333,523
Profit for the year
Transactions with owners, recorded
directly to equity:
198,672 31,278 229,950
18, 20 Buyback of shares to treasury
10 Ordinary dividends paid (97,331) (97,331)
Total equity at 31 October 2024
32,878

159,797

12,489

1,186,189
(31,996)
42,793
(31,996)
1,434,146
Year ended 31 October 2023
Notes Called up
share
capital
£'000
Share
premium
account
£'000
Capital
redemption
reserve
£'000
Other
capital
reserves
£'000
Revenue
reserve
£'000
Total
£'000
Total equity at 1 November 2022
Total comprehensive income: 32,878 159,797 12,489 1,115,343 40,159 1,360,666
Profit for the year
Transactions with owners, recorded
directly to equity:
29,989 34,568 64,557
18, 20 Buyback of shares to treasury
10 Ordinary dividends paid (60,484) (60,484)
Total equity at 31 October 2023
32,878

159,797

12,489

1,084,848
(31,216)
43,511
(31,216)
1,333,523

The notes on pages 73 to 90 form part of these financial statements

Statement of Financial Position

Notes At 31 October
2024
£'000
At 31 October
2023
£'000
Non-current assets
11 Investments held at fair value through profit or loss
Current assets 1,455,333 1,428,787
12 Investments held at fair value through profit or loss
13 Other receivables 33,549 13,116
Cash and cash equivalents 4,646 19,001
66,689 14,525
Total assets 104,884
1,560,217
46,642
1,475,429
Current liabilities
14 Other payables
(2,315)
(2,315)
(17,006)
(17,006)
Total assets less current liabilities 1,557,902 1,458,423
Non-current liabilities
15 Unsecured loan notes (123,756) (124,900)
(123,756) (124,900)
Net assets 1,434,146 1,333,523
Equity attributable to equity shareholders
18 Share capital
19 Share premium account 32,878 32,878
20 Capital redemption reserve 159,797
12,489
159,797
12,489
Retained earnings:
20 Other capital reserves 1,186,189 1,084,848
21 Revenue reserves
Total equity 42,793
1,434,146
43,511
1,333,523
17 Net asset value per ordinary share 125.2p 108.0p

The financial statements on pages 69 to 90 were approved by the Board of Directors on 15 January 2025 and signed on its behalf by:

Richard West

Senior Independent Director

Cash Flow Statement

for the year ended 31 October

Notes Reconciliation of profit before taxation to net cash flow from operating activities Year ended
31 October
2024
£'000
Year ended
31 October
2023
£'000
Operating activities
Profit before taxation
2 Gains on investments held at fair value through profit or loss 233,203 67,618
Purchases of investments (205,394) (37,376)
Sales of investments (1,013,738) (830,071)
Purchases of current asset investments 1,191,430 872,865
Sales of current asset investments (117,393) (80,700)
(Decrease)/increase in securities purchased for future settlement 96,959 67,585
Decrease/(increase) in other receivables (13,721) 12,119
Decrease in other payables 32 (58)
Decrease/(increase) in accrued income (94) (169)
Add back interest payable ('finance costs') 502 (14,217)
Net cash inflow from operating activities before interest and taxation1 3,327
175,113
4,587
62,183
Interest paid
Taxation on investment income (4,506) (4,525)
Net cash inflow from operating activities (2,932)
167,675
(3,290)
54,368
Financing activities
10 Equity dividends paid (net of refund of unclaimed distributions)
Redemption of debenture (31,996) (31,216)
Share buybacks
(98,207)
(15,000)
(59,579)
Net cash outflow from financing activities (130,203) (105,795)
Increase/(decrease) in cash 37,472 (51,427)
Cash and cash equivalents at the start of the year 14,525 65,871
Exchange movements (14) 81
Cash and cash equivalents at the end of the year 51,983 14,525

1 Cash inflow from dividends was £33,624,000 (2023: £36,225,000) and cash inflows from interest was £1,767,000 (2023: £1,349,000)

The notes on pages 73 to 90 form part of these financial statements

Notes to the financial statements

1 Accounting policies

a) Basis of preparation

The Bankers Investment Trust PLC is a company incorporated and domiciled in the United Kingdom under the ʶˢˠˣ˔ˡ˜˘˦ʴ˖˧ʥʣʣʩʡˇ˛˘Ѓˡ˔ˡ˖˜˔˟˦˧˔˧˘ˠ˘ˡ˧˦ˢ˙˧˛˘ʶˢˠˣ˔ˡˬ˙ˢ˥˧˛˘ˬ˘˔˥˘ˡ˗˘˗ʦʤ˂˖˧ˢ˕˘˥ʥʣʥʧ˛˔˩˘˕˘˘ˡ prepared in accordance with UK-adopted International Accounting Standards.

ˇ˛˘Ѓˡ˔ˡ˖˜˔˟˦˧˔˧˘ˠ˘ˡ˧˦˛˔˩˘˕˘˘ˡˣ˥˘ˣ˔˥˘˗ˢˡ˔˚ˢ˜ˡ˚˖ˢˡ˖˘˥ˡ˕˔˦˜˦ʡˇ˛˘ˣ˥˜ˡ˖˜ˣ˔˟˔˖˖ˢ˨ˡ˧˜ˡ˚ˣˢ˟˜˖˜˘˦˔˗ˢˣ˧˘˗˔˥˘ set out below. These policies have been applied consistently throughout the year. Where presentational guidance set out in the Statement of Recommended Practice ('the SORP') for investment companies issued by the Association of Investment Companies ('the AIC') amended in July 2022 is consistent with the requirements of UK-adopted 'ˡ˧˘˥ˡ˔˧˜ˢˡ˔˟ʴ˖˖ˢ˨ˡ˧˜ˡ˚ˆ˧˔ˡ˗˔˥˗˦ʟ˧˛˘ʷ˜˥˘˖˧ˢ˥˦˛˔˩˘˦ˢ˨˚˛˧˧ˢˣ˥˘ˣ˔˥˘˧˛˘Ѓˡ˔ˡ˖˜˔˟˦˧˔˧˘ˠ˘ˡ˧˦ on a basis consistent with the recommendations of the SORP.

Going concern

In reviewing viability (see page 37) and going concern, the Directors have considered, among other things, cash flow forecasts, a review of covenant compliance including the headroom above the most restrictive covenants and an assessment of the liquidity of the portfolio and the impact of the wars in Ukraine and Israel and changes in the international political landscape. The assets of the Company consist mainly of securities that are listed and readily realisable.

Thus, after making due enquiry, the Directors believe that the Company has adequate financial resources to meet its financial obligations, including the repayment of any borrowings, and to continue in operational existence for at least 12 months from the date of approval of the financial statements to 31 January 2026. Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statements.

Accounting Standards

i) New and amended standards adopted by the Company

None of these were material to the financial statements.

Standards Effective for annual periods
beginning on or after
IAS 1 Amendments Disclosure of Accounting Policies
IAS 8 Amendments Definition of Accounting Estimates 01 Jan 2023
IAS 12 Amendments Deferred Tax and OECD Pillar 2 Taxes 01 Jan 2023
01 Jan 2023

˜˜ʜˁ˘˪˦˧˔ˡ˗˔˥˗˦ʟ˔ˠ˘ˡ˗ˠ˘ˡ˧˦˔ˡ˗˜ˡ˧˘˥ˣ˥˘˧˔˧˜ˢˡ˦˜˦˦˨˘˗˕˨˧ˡˢ˧˘˙˙˘˖˧˜˩˘˙ˢ˥˧˛˘˖˨˥˥˘ˡ˧Ѓˡ˔ˡ˖˜˔˟ˬ˘˔˥˔ˡ˗ˡˢ˧ early adopted by the Company

Standards Effective for annual periods
beginning on or after
IAS 1 Amendments Classification of Liabilities as Current or Non-Current
IAS 1 Amendments Non-current Liabilities with Covenants 01 Jan 2024
IAS 7 and IFRS 7 Amendments Supplier Finance Arrangements 01 Jan 2024
IAS 21 Amendments Lack of Exchangeability 01 Jan 2024
Annual Improvements 2023-24 Minor amendments to IFRS 1, 7, 9, 10, and IAS 7 01 Jan 2025
IFRS 7 and 9 Amendments Classification and Measurement of Financial Instruments 01 Jan 2026
IFRS 18 Presentation and Disclosure in Financial Statements 01 Jan 2026
01 Jan 2027

A number of new standards, amendments and interpretations have been issued that are not effective for the current Ѓˡ˔ˡ˖˜˔˟ˬ˘˔˥˘ˡ˗˔ˡ˗ˡˢ˧˥˘˟˘˩˔ˡ˧ˢ˥ˠ˔˧˘˥˜˔˟˧ˢ˧˛˘ʶˢˠˣ˔ˡˬϠ˦ˢˣ˘˥˔˧˜ˢˡ˦ʡˇ˛˘ˬ˪˜˟˟˧˛˘˥˘˙ˢ˥˘˛˔˩˘ˡˢ˜ˠˣ˔˖˧ˢˡ˧˛˘ ʶˢˠˣ˔ˡˬϠ˦Ѓˡ˔ˡ˖˜˔˟˦˧˔˧˘ˠ˘ˡ˧˦˪˛˘ˡ˧˛˘ˬ˕˘˖ˢˠ˘˘˙˙˘˖˧˜˩˘ʡ

b) Investments held at fair value through profit or loss

ʴ˟˟˜ˡ˩˘˦˧ˠ˘ˡ˧˦˔˥˘˖˟˔˦˦˜Ѓ˘˗˔˦˛˘˟˗˔˧˙˔˜˥˩˔˟˨˘˧˛˥ˢ˨˚˛ˣ˥ˢЃ˧ˢ˥˟ˢ˦˦ʡ'ˡ˩˘˦˧ˠ˘ˡ˧˧˥˔ˡ˦˔˖˧˜ˢˡ˦˔˥˘˔˖˖ˢ˨ˡ˧˘˗˙ˢ˥ˢˡ˔ trade date basis. Investments are de-recognised at the trade date of the disposal. Proceeds are measured at fair value, ˪˛˜˖˛˜˦˥˘˚˔˥˗˘˗˔˦˧˛˘ˣ˥ˢ˖˘˘˗˦ˢ˙˦˔˟˘˟˘˦˦˔ˡˬ˧˥˔ˡ˦˔˖˧˜ˢˡ˖ˢ˦˧˦ʡˇ˛˘˙˔˜˥˩˔˟˨˘ˢ˙˧˛˘Ѓˡ˔ˡ˖˜˔˟˜ˡ˦˧˥˨ˠ˘ˡ˧˦˜ˡ˧˛˘ ˦˧˔˧˘ˠ˘ˡ˧ˢ˙Ѓˡ˔ˡ˖˜˔˟ˣˢ˦˜˧˜ˢˡ˜˦˕˔˦˘˗ˢˡ˧˛˘˜˥ˤ˨ˢ˧˘˗˕˜˗ˣ˥˜˖˘˔˧˧˛˘˦˧˔˧˘ˠ˘ˡ˧ˢ˙Ѓˡ˔ˡ˖˜˔˟ˣˢ˦˜˧˜ˢˡ˗˔˧˘ʟ˪˜˧˛ˢ˨˧ deduction of the estimated future selling costs.

ʶ˛˔ˡ˚˘˦˜ˡ˧˛˘˙˔˜˥˩˔˟˨˘ˢ˙˜ˡ˩˘˦˧ˠ˘ˡ˧˦˛˘˟˗˔˧˙˔˜˥˩˔˟˨˘˧˛˥ˢ˨˚˛ˣ˥ˢЃ˧ˢ˥˟ˢ˦˦˔ˡ˗˚˔˜ˡ˦˔ˡ˗˟ˢ˦˦˘˦ˢˡ˗˜˦ˣˢ˦˔˟˔˥˘ ˥˘˖ˢ˚ˡ˜˦˘˗˜ˡ˧˛˘ˆ˧˔˧˘ˠ˘ˡ˧ˢ˙ʶˢˠˣ˥˘˛˘ˡ˦˜˩˘'ˡ˖ˢˠ˘˔˦ϟʺ˔˜ˡ˦ˢˡ˜ˡ˩˘˦˧ˠ˘ˡ˧˦˛˘˟˗˔˧˙˔˜˥˩˔˟˨˘˧˛˥ˢ˨˚˛ˣ˥ˢЃ˧ˢ˥ loss'. Also included within this caption are transaction costs in relation to the purchase or sale of investments, including the difference between the purchase price of an investment and its bid price at the date of the purchase.

1 Accounting policies continued

c) Presentation of Statement of Comprehensive Income

In accordance with guidance issued by the AIC, supplementary information which analyses the statement of comprehensive income between items of a revenue and capital nature has been presented alongside the statement of comprehensive income. The net revenue is the measure the Directors believe appropriate in assessing the Company's compliance with certain requirements set out in section 1158 of the Corporation Tax Act 2010.

d) Income

Dividends receivable on equity shares are recognised as revenue for the year on an ex-dividend basis. Special dividends are treated as revenue return or as capital return, depending on the facts of each individual case. Bank deposit interest are accounted for on an accruals basis.

e) Expenses

All expenses and interest payable are accounted for on an accruals basis. On the basis of the Board's expected long term split of total returns in the form of capital and revenue returns of 70% and 30% respectively, the Company charges ʪʣʘˢ˙˜˧˦Ѓˡ˔ˡ˖˘˖ˢ˦˧˦˔ˡ˗˜ˡ˩˘˦˧ˠ˘ˡ˧ˠ˔ˡ˔˚˘ˠ˘ˡ˧˙˘˘˦˧ˢ˖˔ˣ˜˧˔˟ʡʸ˫ˣ˘ˡ˦˘˦˪˛˜˖˛˔˥˘˜ˡ˖˜˗˘ˡ˧˔˟˧ˢ˧˛˘ˣ˨˥˖˛˔˦˘ˢ˥ sale of an investment are charged to the capital return column of the statement of comprehensive income and allocated to other capital reserves. All other operating expenses are charged to the revenue return column of the statement of comprehensive income.

f) Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

ˇ˛˘˧˔˫˖˨˥˥˘ˡ˧˟ˬˣ˔ˬ˔˕˟˘˜˦˕˔˦˘˗ˢˡ˧˛˘˧˔˫˔˕˟˘ˣ˥ˢЃ˧˙ˢ˥˧˛˘ˬ˘˔˥ʡˇ˔˫˔˕˟˘ˣ˥ˢЃ˧˗˜˙˙˘˥˦˙˥ˢˠˡ˘˧ˣ˥ˢЃ˧˔˦˥˘ˣˢ˥˧˘˗˜ˡ the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The liability for current tax is calculated using the effective tax rate of corporation tax for the accounting period.

In line with the recommendations of the SORP, the allocation method used to calculate tax relief on expenses presented against capital returns in the supplementary information in the statement of comprehensive income is the 'marginal basis'. Under this basis, if taxable income is capable of being offset entirely by expenses presented in the revenue return column of the statement of comprehensive income, then no tax relief is transferred to the capital return column.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets ˔ˡ˗˟˜˔˕˜˟˜˧˜˘˦˜ˡ˧˛˘Ѓˡ˔ˡ˖˜˔˟˦˧˔˧˘ˠ˘ˡ˧˦˔ˡ˗˧˛˘˖ˢ˥˥˘˦ˣˢˡ˗˜ˡ˚˧˔˫˕˔˦˘˦˨˦˘˗˜ˡ˧˛˘˖ˢˠˣ˨˧˔˧˜ˢˡˢ˙˧˔˫˔˕˟˘ˣ˥ˢЃ˧ʟ ˔ˡ˗˜˦˔˖˖ˢ˨ˡ˧˘˗˙ˢ˥˨˦˜ˡ˚˧˛˘˦˧˔˧˘ˠ˘ˡ˧ˢ˙Ѓˡ˔ˡ˖˜˔˟ˣˢ˦˜˧˜ˢˡ˟˜˔˕˜˟˜˧ˬˠ˘˧˛ˢ˗ʡʷ˘˙˘˥˥˘˗˧˔˫˟˜˔˕˜˟˜˧˜˘˦˔˥˘˥˘˖ˢ˚ˡ˜˦˘˗˙ˢ˥ all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable ˣ˥ˢЃ˧˦˪˜˟˟˕˘˔˩˔˜˟˔˕˟˘˔˚˔˜ˡ˦˧˪˛˜˖˛˗˘˗˨˖˧˜˕˟˘˧˘ˠˣˢ˥˔˥ˬ˗˜˙˙˘˥˘ˡ˖˘˦˖˔ˡ˕˘˨˧˜˟˜˦˘˗ʡ'ˡ˩˘˦˧ˠ˘ˡ˧˧˥˨˦˧˦˪˛˜˖˛˛˔˩˘ approval as such under section 1158 of the Corporation Tax Act 2010 are not liable for UK taxation or taxation in the UK on capital gains.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

g) Dividends payable to shareholders

ʷ˜˩˜˗˘ˡ˗˦ˣ˔ˬ˔˕˟˘˧ˢ˦˛˔˥˘˛ˢ˟˗˘˥˦˔˥˘˥˘˖ˢ˚ˡ˜˦˘˗˜ˡ˧˛˘Ѓˡ˔ˡ˖˜˔˟˦˧˔˧˘ˠ˘ˡ˧˦˪˛˘ˡ˧˛˘ˬ˔˥˘ˣ˔˜˗ˢ˥ʟ˜ˡ˧˛˘˖˔˦˘ˢ˙Ѓˡ˔˟ dividends, when they are approved by shareholders. Dividends paid are disclosed in the statement of changes in equity.

h) Foreign currency

ʹˢ˥˧˛˘ˣ˨˥ˣˢ˦˘˦ˢ˙˧˛˘Ѓˡ˔ˡ˖˜˔˟˦˧˔˧˘ˠ˘ˡ˧˦ʟ˧˛˘˥˘˦˨˟˧˦˔ˡ˗Ѓˡ˔ˡ˖˜˔˟ˣˢ˦˜˧˜ˢˡ˜˦˘˫ˣ˥˘˦˦˘˗˜ˡˣˢ˨ˡ˗˦˦˧˘˥˟˜ˡ˚ʟ˪˛˜˖˛ is the functional currency of the Company and the presentational currency of the Company. Sterling is the functional currency because it is the currency of the primary economic environment in which the Company operates and its primary capital raising currency.

Transactions recorded in overseas currencies during the year are translated into sterling at the appropriate daily ˘˫˖˛˔ˡ˚˘˥˔˧˘˦ʡˀˢˡ˘˧˔˥ˬ˔˦˦˘˧˦˔ˡ˗˟˜˔˕˜˟˜˧˜˘˦˔ˡ˗˘ˤ˨˜˧ˬ˜ˡ˩˘˦˧ˠ˘ˡ˧˦˛˘˟˗˔˧˙˔˜˥˩˔˟˨˘˧˛˥ˢ˨˚˛ˣ˥ˢЃ˧ˢ˥˟ˢ˦˦˧˛˔˧˔˥˘ ˗˘ˡˢˠ˜ˡ˔˧˘˗˜ˡˢ˩˘˥˦˘˔˦˖˨˥˥˘ˡ˖˜˘˦˔˧˧˛˘˦˧˔˧˘ˠ˘ˡ˧ˢ˙Ѓˡ˔ˡ˖˜˔˟ˣˢ˦˜˧˜ˢˡ˗˔˧˘˔˥˘˧˥˔ˡ˦˟˔˧˘˗˜ˡ˧ˢ˦˧˘˥˟˜ˡ˚˔˧˧˛˘ ˘˫˖˛˔ˡ˚˘˥˔˧˘˦˥˨˟˜ˡ˚˔˧˧˛˔˧˗˔˧˘ʡʸ˫˖˛˔ˡ˚˘˚˔˜ˡ˦˔ˡ˗˟ˢ˦˦˘˦ˢˡ˜ˡ˩˘˦˧ˠ˘ˡ˧˦˛˘˟˗˔˧˙˔˜˥˩˔˟˨˘˧˛˥ˢ˨˚˛ˣ˥ˢЃ˧ˢ˥˟ˢ˦˦ ˔˥˘˜ˡ˖˟˨˗˘˗˪˜˧˛˜ˡϟʺ˔˜ˡ˦ˢˡ˜ˡ˩˘˦˧ˠ˘ˡ˧˦˛˘˟˗˔˧˙˔˜˥˩˔˟˨˘˧˛˥ˢ˨˚˛ˣ˥ˢЃ˧ˢ˥˟ˢ˦˦Ϡʡ

1 Accounting policies continued

i) Cash

Cash comprises cash in hand and on demand deposits.

j) Borrowings

Interest-bearing bank loans, overdrafts and loan notes are recorded initially at fair value, being the proceeds received, net of direct issue costs. They are subsequently measured at amortised cost. Finance costs, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accruals basis in the statement of comprehensive income using the effective interest rate method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise.

k) Issue and repurchase of ordinary shares

The proceeds from the issue of new ordinary shares (including those relating to the sale of shares out of treasury) and the aggregate cost of repurchasing ordinary shares including related stamp duty and transaction costs are taken directly to equity and disclosed in the statement of changes in equity. Issue costs incurred in respect of shares sold out of treasury are offset against proceeds received and dealt with in other capital reserves. Share issues and repurchase transactions are accounted for on a trade date basis. The nominal value of ordinary share capital repurchased and cancelled is transferred out of called-up share capital and into the capital redemption reserve.

l) Capital reserves

Other capital reserves are split into two components, the capital reserve arising on investments sold and the capital reserve arising on revaluation of investments held, together 'Other capital reserves'. The following analyses what is accounted for in each of these components.

Capital reserve arising on investments sold

The following are accounted for in this reserve:

  • gains and losses on the disposals of investments;
  • expenses and finance costs allocated to capital net of tax relief;
  • realised foreign exchange differences of a capital nature; and
  • costs of repurchasing ordinary share capital.

Capital reserve arising on revaluation of investments held

The following are accounted for in this reserve:

  • increases and decreases in the valuation of investments held at the year end; and
  • unrealised foreign exchange differences of a capital nature.

Revenue reserve

The revenue reserve represents accumulated revenue profits retained by the Company that have not currently been distributed to shareholders as a dividend.

Capital redemption reserve

The capital redemption reserve represents the nominal value of ordinary shares repurchased and cancelled.

Share capital

Share capital represents the nominal value of ordinary shares in issue.

Share premium

The share premium account represents the premium above nominal value received by the Company on issuing shares net of issue costs.

m) Distributable reserves

The Company's capital reserve arising on investments sold of £890,806,000 (2023: £933,252,000) and revenue reserve of £42,793,000 (2023: £43,511,000) may be distributed by way of a dividend.

1 Accounting policies continued

n) Key estimates and assumptions

Estimates and assumptions used in preparing the financial statements are reviewed on an ongoing basis and are based on historical experience and various other factors that are believed to be reasonable under the circumstances. The results of these estimates and assumptions form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources.

The Directors do not believe there are any estimates and assumptions that have been applied to this set of financial statements that have a significant risk of causing a material adjustment to the carrying value of assets and liabilities, nor do they believe that there are any estimates that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year. The decision to allocate special dividends as income or capital is a judgement but not deemed to be a significant judgement. The fair values of investments are used, whereby quoted prices are used to value the investments in active markets and thereby reflect participants' views of climate change risk.

o) Receivables

Receivables are amounts due from securities sold for future settlement, withholding tax recoverable, prepayments and accrued income in the ordinary course of business. Receivables are recognised initially at fair value based on contractual settlement amounts and subsequently measured at amortised cost using the effective interest rate method.

p) Payables

Trade payables are obligations to pay for securities purchased for future settlement, accruals and deferred income that have been acquired/incurred in the ordinary course of business. Trade payables are recognised initially at fair value based on contractual settlement amounts and subsequently measured at amortised cost using the effective interest rate method.

q) Policy on operating segments

Under IFRS 8, operating segments are considered to be the components of an entity, about which separate financial information is available, that is evaluated regularly by the chief operating decision-maker (the Board, with support from Janus Henderson) in deciding how to allocate resources and in assessing performance. The Directors meet regularly to consider investment strategy and to monitor the Company's performance. The Fund Manager, who has been appointed to manage the Company's investments, attends all Board meetings at which investment strategy and performance are discussed. The Directors consider that the Company has one operating segment, which invests in shares and securities primarily for capital appreciation and dividend growth in accordance with the Company's published investment objective.

The business is not managed on a geographical basis. However, disclosure by geographical segment has been provided in note 3 on page 77. Further analyses of expenses, investment gains or losses, profit and other assets and liabilities by country have not been given as either it is not possible to prepare such information in a meaningful way or the results are not considered to be significant.

2 Gains on investments held at fair value through profit or loss

2024
£'000
2023
£'000
Gains on sale of investments based on historical cost
Class action proceeds 61,621 148,532
Revaluation gains recognised in previous years 81
Gains on investments sold in the year based on carrying value at previous statement
of financial position date
(25,112)
36,509
(77,670)
70,943
Revaluation of investments held at 31 October
Exchange gains/(losses) 167,729 (33,090)
Gains on Investments held at fair value through profit or loss 1,156
205,394
(477)
37,376

3 Investment income

2024
£'000
2023
£'000
UK dividend income – listed
Overseas dividend income – listed 8,341 9,308
Overseas dividend income – special dividends 28,241 30,205
Property income distributions 829 702
241
37,652
224
40,439
Analysis of investment income by geographical region:
Europe and UK1
now Pan Europe
North America 15,443 16,695
Japan 10,478 10,866
Pacific (ex Japan)1 now Pan Asia 4,073 4,275
7,658
37,652
8,603
40,439

1 2023 figures have been reclassified as UK has combined with Europe and China has combined with Pacific (ex Japan)

Special dividends received in the year amounted to £974,000 (2023: £816,000), of which £829,000 classified as revenue (2023: £816,000) and £145,000 (2023: nil) classified as capital.

4 Other operating income

2024
£'000
2023
£'000
Bank interest
Other income 990 1,311
13
1,003
15
1,326

5 Management fees

2024 2023
Revenue Capital Total Revenue Capital Total
return return return return return return
£'000 £'000 £'000 £'000 £'000 £'000
Investment management 1,856 4,334 6,190 1,790 4,176 5,966
1,856 4,334 6,190 1,790 4,176 5,966

A summary of the terms of the management agreement is given in the Business Model on page 29 and further details can be found in note 23.

6 Other expenses

2024
£'000
2023
£'000
Directors' fees and expenses (see page 59)
Auditors' remuneration – for audit services 213 206
Expenses payable to Janus Henderson relating to marketing services 55 52
Bank/custody charges 182 68
Depositary fees 259 259
Registrar fees 60 53
Broker fees 78 64
AIC subscriptions 70
Printing expenses 21 21
Legal fees 30 60
Listing fees 15 (175)
Irrecoverable VAT 142 109
Loan arrangement & non-utilisation fees1 15 14
Other expenses 25 80
164
1,329
159
970

1 The Company's multi-currency facility with SMBC Bank International plc expired on 26 February 2024 and has not been renewed

The compensation payable to key management personnel in respect of short term employment benefits was £213,000 (2023: £206,000) which relates wholly to the fees and expenses payable to the Directors in respect of the year.

7 Finance costs

2024 2023
Revenue
return
£'000
Capital
return
£'000
Total
return
£'000
Revenue
return
£'000
Capital
return
£'000
Total
return
£'000
Interest on bank overdrafts
Interest on debentures repayable: 1 1 1 1
– less than one year1
Interest on unsecured loan notes repayable: 360 840 1,200
– after five years2
998
998
2,328
2,329
3,326
3,327
1,016
1,376
2,370
3,211
3,386
4,587

1 Repayment of Debenture on 31 October 2023

2 Includes amortisation of issue costs and will therefore vary from year to year

8 Taxation

a) Analysis of the tax charge for the year

2024 2023
Revenue
return
£'000
Capital
return
£'000
Total
return
£'000
Revenue
return
£'000
Capital
return
£'000
Total
return
£'000
Overseas tax suffered
Indian capital gains tax charge on sales 3,857 3,857 3,322 3,322
Overseas tax reclaimable 59 59
Total tax charge for the year (663)
3,194

59
(663)
3,253
(261)
3,061

(261)
3,061

b) Factors affecting the tax charge for the year

The differences are explained below:

2024 2023
Revenue
return
£'000
Capital
return
£'000
Total
return
£'000
Revenue
return
£'000
Capital
return
£'000
Total
return
£'000
Profit before taxation 34,472 198,731 233,203 37,629 29,989 67,618
Corporation tax at rate for the year at 25.00%
(2023: 22.50%1
)
Non-taxable UK dividends 8,618 49,683 58,301 8,467 6,747 15,214
Overseas income and non-taxable scrip
dividends
(1,823) (1,823) (1,972) (1,972)
Overseas withholding tax suffered (7,197) (7,197) (6,717) (6,717)
Indian capital gains tax charge on sales 3,194 3,194 3,061 3,061
Excess management expenses and loan
relationships
59 59
Interest capping restriction 402 1,665 2,067 182 1,572 1,754
Capital gains not subject to tax 40 90 130

3,194
(51,348)
59
(51,348)
3,253

3,061
(8,409)
(8,409)
3,061

1 The 2023 rate comprised seven months at the rate of 25% and five months at the previous rate of 19%

c) Provision for deferred taxation

No provision for deferred taxation has been made in the current year or in the prior year.

The Company has not provided for deferred tax on capital gains or losses arising on the revaluation or disposal of investments as it is exempt from tax on these items because of its status as an investment trust, which it intends to maintain for the foreseeable future.

d) Factors that may affect future tax charges

The Company can offset management fees, other administrative expenses and interest costs against taxable income to eliminate any tax charge on such income. The tax legislation refers to these as management expenses (management fees and other administrative expenses) and non-trade loan relationship deficits (interest costs) and these are captured together under the heading 'Excess management expenses and loan relationships' in the table above. Where these are not fully utilised, they can be carried forward to future years. As the Company is unlikely to generate future taxable profits to utilise these amounts, the Company cannot recognise an asset to reflect them, but must still disclose the deferred tax amount carried forward arising from any unutilised amounts.

Consequently, the Company has not recognised a deferred tax asset totalling £23,763,000 (2023: £21,687,000) arising as a result of having unutilised management expenses and unutilised non-trade loan relationship deficits totalling £95,053,000 (2023: £86,749,000) and based on the prospective tax rate of 25% (2023: 25%).

9 Earnings per ordinary share

The total earnings per ordinary share is based on the net profit attributable to the ordinary shares of £229,950,000 (2023: profit of £64,557,000) and on 1,189,599,929 ordinary shares (2023: 1,272,116,196), being the weighted average number of shares in issue during the year.

The total earnings can be further analysed as follows:

2024
£'000
2023
£'000
Revenue profit
Capital profit 31,278 34,568
Profit for the year 198,672
229,950
29,989
64,557
Weighted average number of ordinary shares 1,189,599,929
Revenue earnings per ordinary share 1,272,116,196
Capital earnings per ordinary share 2.63p 2.72p
Earnings per ordinary share 16.70p
19.33p
2.35p
5.07p

The Company does not have any dilutive securities therefore basic and diluted earnings are the same.

10 Dividends on ordinary shares

Dividends on ordinary shares Record date Payment date 2024
£'000
2023
£'000
Third interim dividend (0.60p) for the year ended
31 October 2022 28 October 2022 30 November 2022
Final dividend (0.60p) for the year ended 31 October 2022 27 January 2023 28 February 2023 7,771
First interim dividend (0.62p) for the year ended
31 October 2023
28 April 2023 31 May 2023 7,764
Second interim dividend (0.62p) for the year ended
31 October 2023
28 July 2023 31 August 2023 7,879
Third interim dividend (0.66p) for the year ended
31 October 2023
26 October 2023 30 November 2023 7,802
Final dividend (0.66p) for the year ended 31 October 2023 25 January 2024 29 February 2024 8,155
First interim dividend (0.672p) for the year ended
31 October 2024
25 April 2024 31 May 2024 8,050
Second interim dividend (0.672p) for the year ended
31 October 2024
25 July 2024 31 August 2024 7,968
7,823
31,996

31,216

The total dividends payable in respect of the financial year, which form the basis of the calculation of the retention test under Section 1158 of the Corporation Tax Act 2010, are set out below. All dividends have been paid or will be paid out of revenue profits.

2024
£'000
2023
£'000
Revenue available for distribution by way of dividend for the year
First interim dividend (0.672p) (2023: 0.62p) 31,278 34,568
Second interim dividend (0.672p) (2023: 0.62p) (7,968) (7,879)
Third interim dividend (0.672p) paid on 29 November 2024 (2023: 0.66p paid on 30 November 2023) (7,823) (7,802)
Final dividend (0.672p) payable on 28 February 2025 (2023: 0.66p paid on 28 February 2024)1 (7,711) (8,155)
Revenue surplus for Section 1158 purposes (7,553)
223
(8,050)
2,682

1 Based on the number of shares in issue, excluding shares held in treasury of 1,123,904,454, on 13 January 2025 being the latest practicable date prior to the publication of this report

11 Investments held at fair value through profit or loss

2024
£'000
2023
£'000
Valuation at start of year
Investment holding gain at start of year 1,428,787 1,433,728
Cost at start of year (152,333)
1,276,454
(263,093)
1,170,635
Acquisitions at cost
Disposals at cost 1,013,738 830,071
Cost at end of year (1,129,809)
1,160,383
(724,252)
1,276,454
Investment holding gains at end of year
Valuation of investments at end of year 294,950
1,455,333
152,333
1,428,787

The Company received £1,191,430,000 (2023: £872,784,000) from investments sold in the year. The book cost of these investments when they were purchased were £1,129,809,000 (2023: £724,252,000). These investments have been revalued over time, until they were sold any unrealised gains/losses were included in the fair value of investments.

Purchase and sale transaction costs for the year ended 31 October 2024 were £1,069,000 and £548,000 respectively (2023: transaction costs of purchases £470,000; transaction costs of sales £255,000). These comprise mainly stamp duty and commission

The Company has no interests of 3% or more of any class of capital of the companies in its portfolio (2023: none).

12 Current asset investment

The Company has a holding in Deutsche Global Liquidity Series Fund, a money market fund which is viewed as a readily disposable store of value and which is used to invest cash balances that would otherwise be placed on short-term deposit. At 31 October 2024 this holding had a value of £33,549,000 (2023: £13,116,000).

13 Other receivables

2024
£'000
2023
£'000
Securities sold for future settlement
Other taxes recoverable 13,559
Prepayments and accrued income 2,166 2,428
Other receivables 2,400 2,902
80
4,646
112
19,001

14 Current liabilities

2024
£'000
2023
£'000
Accruals
Securities purchased for future settlement 1,153 1,647
Buyback of shares into treasury for future settlement 13,721
Other payables 347 1,223
815
2,315
415
17,006

15 Non-current liabilities: amounts falling due after more than one year

2024
£'000
2023
£'000
Borrowings: Loan note (unsecured):
3.68% unsecured loan notes 2035
1.67% unsecured loan notes 2041 (Euro) 49,869 49,859
2.28% unsecured loan notes 2045 37,024 38,183
36,863
123,756
36,858
124,900

The £50,000,000 3.68% unsecured loan notes 2035 were issued on 27 May 2015 and are redeemable at par on 27 May 2035. The unsecured loan notes were issued net of costs totalling £210,000.

The €44,000,000 1.67% unsecured loan notes 2041 were issued on 3 August 2021 and are redeemable at par on 3 August 2041. The unsecured loan notes were issued net of costs totalling £155,000.

The £37,000,000 2.28% unsecured loan notes 2045 were issued on 3 August 2021 and are redeemable at par on 3 August 2045. The unsecured loan notes were issued net of costs totalling £152,000.

16 Risk management policies and procedures

16.1 Market risk

Janus Henderson assesses the exposure to market risk when making each investment decision and monitors the overall level of market risk on the whole of the investment portfolio on an ongoing basis.

16.1.1 Market price risk

Market price risk (i.e. changes in market prices other than those arising from interest rate risk or currency risk) may affect the fair value of quoted and unquoted investments.

Management of the risk

The Board of Directors manages the risks inherent in the investment policy by ensuring full and timely reporting of relevant information from Janus Henderson. Investment performance is reviewed at each Board meeting. The Board monitors Janus Henderson's compliance with the Company's objectives and is directly responsible for investment strategy and asset allocation, including as between countries and economies.

The Company's exposure to changes in market prices on its investments was as follows:

2024
£'000
2023
£'000
Equities
1,455,333
1,455,333
1,428,786
1,428,786

Market price risk sensitivity

The following table illustrates the sensitivity of the profit after taxation for the year and the Company's net assets to an increase or decrease of 20% (2023: 20%) in the fair values of the Company's investments at each statement of financial position date. This level of change is considered to be reasonably possible based on observation of current market conditions.

2024 2023
Increase in
fair value
£'000
Decrease in
fair value
£'000
Increase in
fair value
£'000
Decrease in
fair value
£'000
Statement of comprehensive income – profit after tax
Revenue return
Capital return (349) 349 (343) 343
Change to profit after tax for the year and net assets 290,252
289,903
(290,252)
(289,903)
284,957
284,614
(284,957)
(284,614)

16 Risk management policies and procedures continued

16.1.2 Currency risk

Almost all of the Company's assets, liabilities and income are denominated in currencies other than sterling (the Company's functional currency and presentational currency). As a result, movements in exchange rates may affect the sterling value of those items.

Management of the risk

Janus Henderson monitors the Company's exposure to foreign currencies on a daily basis and reports to the Board at each Board meeting. Janus Henderson measures the risk to the Company of the foreign currency exposure by considering the effect on the Company's net asset value and total return of a movement in the exchange rates to which the Company's assets, liabilities, income and expenses are exposed.

Foreign currency borrowings may be used to limit the Company's exposure to future changes in exchange rates which might otherwise adversely affect the value of the portfolio of investments. These borrowings are limited to 20% of the adjusted net asset value at the time of any draw down.

Investment income denominated in foreign currencies is converted into sterling on receipt. The Company did not use financial instruments to mitigate the currency exposure in the period between the time that income is included in the financial statements and its receipt

During the year, derivative contracts were not used to hedge against exposure to currency risk.

Foreign currency exposure

The fair values of the Company's monetary items that have foreign currency exposure at 31 October are shown below. Where the Company's equity investments (which are not monetary items) are denominated in a foreign currency, they have been included separately in the analysis so as to show the overall level of exposure.

2024 US\$
£'000
Euro
£'000
Japanese
Yen
£'000
Chinese
Yuan
£'000
Swiss
Franc
£'000
Other
£'000
Other receivables/(payables)
Cash and cash equivalents 528 776 1,348 1,087 269
Non-current liabilities 637 34 35,005 137
Total foreign currency exposure on net
monetary items

1,165
(37,024)
(36,248)

1,382

35,005

1,087

406
Investments at fair value through profit or loss
that are equities
Total net foreign currency exposures 733,223
734,388
216,217
179,969
197,238
198,620
17,956
52,961
36,584
37,671
155,017
155,423
2023 US\$
£'000
Euro
£'000
Japanese
Yen
£'000
Chinese
Yuan
£'000
Swiss
Franc
£'000
Other
£'000
Other receivables/(payables)
Cash and cash equivalents 804 1,015 1,443 1,074 299
Non-current liabilities 796 271 75
Total foreign currency exposure on net
monetary items

1,600
(38,183)
(37,168)

1,443

271

1,074

374
Investments at fair value through profit or loss
that are equities
593,456 174,967 186,857 71,582 45,133 133,413

Foreign currency sensitivity

The table below illustrates the sensitivity of the total profit after tax for the year and the net assets in regard to movements in the Company's foreign currency financial assets and financial liabilities caused by 10% changes in the exchange rates for the US dollar/sterling, euro/sterling, Japanese yen/sterling, Swiss franc/sterling and Chinese yuan/sterling.

The percentage is deemed reasonable based on the average market volatility in exchange rates in recent years. The sensitivity analysis is based on the Company's foreign currency financial assets and financial liabilities held at each statement of financial position date, with all other variables held constant.

16 Risk management policies and procedures continued

The impact on the total profit after tax and the year end net assets of a depreciation of 10% in the year end exchange rate for sterling against the currencies shown would have been as follows:

2024 2023
US\$
£'000
Euro
£'000
Japanese
Yen
£'000
Swiss
Franc
£'000
Chinese
Yuan
£'000
US\$
£'000
Euro
£'000
Japanese
Yen
£'000
Swiss
Franc
£'000
Chinese
Yuan
£'000
Statement of
Comprehensive Income
– profit after tax
Revenue return
Capital return 1,440 621 464 157 170 1,471 660 460 124 289
Change to profit after
tax for the year and
net assets
81,469
82,909
19,896
20,517
21,916
22,380
4,065
4,222
1,995
2,165
65,940
67,411
15,182
15,842
20,762
21,222
5,015
5,139
7,946
8,235

The impact on the total profit after tax and the year end net assets of an appreciation of 10% in the year end exchange rate for sterling against the currencies shown would have been as follows:

2024 2023
US\$
£'000
Euro
£'000
Japanese
Yen
£'000
Swiss
Franc
£'000
Chinese
Yuan
£'000
US\$
£'000
Euro
£'000
Japanese
Yen
£'000
Swiss
Franc
£'000
Chinese
Yuan
£'000
Statement of
Comprehensive Income
– profit after tax
Revenue return
Capital return (1,178) (508) (380) (129) (139) (1,204) (540) (377) (101) (236)
Change to profit after
tax for the year and
net assets
(66,657)
(67,835)
(16,278)
(16,786)
(17,931)
(18,311)
(3,327)
(3,456)
(1,632)
(1,771)
(53,950)
(55,154)
(12,422)
(12,962)
(16,987)
(17,364)
(4,103)
(4,204)
(6,513)
(6,749)

In the opinion of the Directors, the above sensitivity analyses are not representative of the year as a whole, since the level of exposure changes frequently as part of the currency risk management process used to meet the Company's objective.

16.1.3 Interest rate risk

Interest rate movements may affect the level of interest receivable from cash at bank, the current asset investment and the value of fixed interest investments.

Management of the risk

The Company's exposure to interest rate risk is managed by Janus Henderson and is reported to the Board on a regular basis.

Interest rate exposure

The exposure at 31 October of financial assets and (financial liabilities) to interest rate risk is shown below. Floating interest rates exposure is by reference to when the interest rate is due to be re-set.

2024 2023
Within
one year
£'000
More than
one year
£'000
Total
£'000
Within
one year
£'000
More than
one year
£'000
Total
£'000
Exposure to floating interest rates:
Cash and cash equivalents
Current asset investment 66,689 66,689 14,525 14,525
Exposure to fixed interest rates: 33,549 33,549 13,116 13,116
Fixed interest investments
Unsecured loan notes

100,238
(123,756)
(123,756)
(123,756)
(23,518)

27,641
(124,900)
(124,900)
(124,900)
(97,259)

16 Risk management policies and procedures continued

The above amounts are not necessarily representative of the exposure to interest rates during the year, as the level of exposure changes as investments are made and borrowings are drawn down and repaid.

Interest receivable and finance costs are at the following rates:

  • Interest received on cash balances, or paid on bank overdrafts, is at a margin over SONIA or its foreign currency equivalent (2023: same).
  • Interest paid on unsecured loan notes is set out in note 7.

Interest rate sensitivity

The Company is primarily exposed to interest rate risk through its cash balances, bank loans, its current asset investments and fixed income investments. The sensitivity of each exposure is as follows:

  • Cash Cash balances vary throughout the year. Cash balances at the year end were £66,689,000 (2023: £14,525,000) and, if that level of cash was maintained for a full year, a 100 basis points change in interest rates (up or down) would increase or decrease total net return after taxation by approximately £667,000 (2023: £145,000).
  • Bank loans Amounts drawn down vary throughout the year. During the year the Company did not renew the loan facility which expired in February 2024 and therefore there was no amounts outstanding at the year end (2023: nil).
  • Current asset investment sensitivity The Company's interest bearing current asset investment at the year end was £33,549,000 (2023: £13,116,000) and, if that level of investment was maintained for a full year, a 100 basis points change in interest rates (up or down) would increase or decrease total net return after taxation by approximately £335,000 (2023: £131,000).

There is no exposure to interest rate risk through the loan notes because the interest is at a fixed rate.

16.2 Liquidity risk

This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.

Management of the risk

ʿ˜ˤ˨˜˗˜˧ˬ˥˜˦˞˜˦ˡˢ˧˦˜˚ˡ˜Ѓ˖˔ˡ˧˔˦˧˛˘ˠ˔˝ˢ˥˜˧ˬˢ˙˧˛˘ʶˢˠˣ˔ˡˬϠ˦˔˦˦˘˧˦˔˥˘˜ˡ˩˘˦˧ˠ˘ˡ˧˦˜ˡˤ˨ˢ˧˘˗˦˘˖˨˥˜˧˜˘˦˧˛˔˧˔˥˘ readily realisable. During the year 2024 the Company did not renew the unsecured sterling loan facility with SMBC Bank International plc. totalling £20,000,000; the facility expired in February 2024.

The Board gives guidance to Janus Henderson as to the maximum amounts of the Company's resources that should be invested in any one company.

The policy is that the Company should generally remain fully invested and that short-term borrowings be used to manage short-term cash requirements.

Liquidity risk exposure

The remaining contractual maturities of the financial liabilities at 31 October, based on the earliest date on which payment could be required was as follows:

2024 2023
Due within
three
months
£'000
Due between
three
months and
one year
£'000
Due after
one year
£'000
Due within
three
months
£'000
Due between
three
months and
one year
£'000
Due after
one year
£'000
Unsecured loan notes
Other payables 920 2,384 169,356 920 2,404 174,164
2,315
3,235

2,384

169,356
17,006
17,926

2,404

174,164

16 Risk management policies and procedures continued

16.3 Credit and counterparty risk

The failure of the counterparty to a transaction to discharge its obligations under that transaction could result in the Company suffering a loss.

Management of the risk

Credit risk is managed as follows:

  • investment transactions are carried out with a large number of approved brokers, whose credit-standard is reviewed periodically by Janus Henderson, and limits are set on the amount that may be due from any one broker; and
  • cash at bank is held only with reputable banks with high quality external credit ratings and is subject to continual review.

Outstanding settlements are subject to credit risk. Credit risk is mitigated by the Company through its decision to transact with counterparties of high credit quality. The Company only buys and sells investments through brokers which are approved counterparties, thus minimising the risk of default through settlement. The credit ratings of brokers are reviewed periodically by Janus Henderson, and limits are set on the amount that may be due from any one broker.

The Company is exposed to credit risk through the use of banks for its cash position. Bankruptcy or insolvency of banks may cause the Company's rights with respect to cash held by banks to be delayed or limited. The Company's cash balances are held by its custodian, BNP Paribas SA as banker. The Directors believe the counterparty is of high credit quality and, therefore, the Company has minimal exposure to credit risk.

ˁˢˡ˘ˢ˙˧˛˘ʶˢˠˣ˔ˡˬϠ˦Ѓˡ˔ˡ˖˜˔˟˔˦˦˘˧˦˔˥˘ˣ˔˦˧˗˨˘˔ˡ˗˧˛˘˘˫ˣ˘˖˧˘˗˖˥˘˗˜˧˟ˢ˦˦˪˜˧˛˜ˡ'ʹ˅ˆʬ˙ˢ˥˖˔˟˖˨˟˔˧˜ˡ˚ impairment on such balances is immaterial.

Credit risk exposure

The table below summarises the maximum credit risk exposure of the Company as at year end.

2024
£'000
2023
£'000
Fixed interest securities
Current asset investment
Cash and cash equivalents 33,549 13,116
Receivables: 66,689 14,525
Other receivables
4,646
104,884
19,001
46,642

16.4 Fair values of financial assets and financial liabilities

ʹ˜ˡ˔ˡ˖˜˔˟˔˦˦˘˧˦˔ˡ˗Ѓˡ˔ˡ˖˜˔˟˟˜˔˕˜˟˜˧˜˘˦˔˥˘˘˜˧˛˘˥˖˔˥˥˜˘˗˜ˡ˧˛˘˦˧˔˧˘ˠ˘ˡ˧ˢ˙Ѓˡ˔ˡ˖˜˔˟ˣˢ˦˜˧˜ˢˡ˔˧˧˛˘˜˥˙˔˜˥˩˔˟˨˘ ʛ˜ˡ˩˘˦˧ˠ˘ˡ˧˦ʜˢ˥˧˛˘˦˧˔˧˘ˠ˘ˡ˧ˢ˙Ѓˡ˔ˡ˖˜˔˟ˣˢ˦˜˧˜ˢˡ˔ˠˢ˨ˡ˧˜˦˔˥˘˔˦ˢˡ˔˕˟˘˔ˣˣ˥ˢ˫˜ˠ˔˧˜ˢˡˢ˙˙˔˜˥˩˔˟˨˘ʛ˗˨˘˙˥ˢˠ brokers, dividend and interest receivable, due to brokers, accruals, cash at bank, bank overdrafts).

With effect from 31 December 2023, the Board decided to include the fair value adjustment within a separate fair value daily NAV. The fair value of the loan notes has been estimated to be £92,618,000 (2023: £88,985,000) and is categorised as Level 3 in the fair value hierarchy as described below.

The fair value of the unsecured loan notes is calculated using a discount rate which reflects the yield of a UK gilt of similar maturity plus a suitable credit spread. The fair value of the Euro unsecured loan notes is calculated using a discount rate which reflects the yield of a Euro swap of similar maturity plus a suitable credit spread.

16 Risk management policies and procedures continued

16.5 Fair value hierarchy disclosures

The table below sets out the fair value measurements using IFRS 13 fair value hierarchy.

Categorisation within the hierarchy has been determined on the basis of the lowest level of input that is significant to the fair value measurement of the relevant asset as follows:

Level 1 – valued using quoted prices in active markets for identical assets.

Level 2 – valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1.

Level 3 – valued by reference to valuation techniques using inputs that are not based on observable market data.

2024 2023 Total
Level 1
£'000
Level 2
£'000
Level 3
£'000
Total
£'000
Level 1
£'000
Level 2
£'000
Level 3
£'000
£'000
Equity investments
Fixed interest investments 1,455,333 1,455,333 1,428,787 1,428,787
Current asset investments
33,549
1,488,882


33,549
1,488,882
13,116
1,441,903


13,116
1,441,903

16.6 Capital management policies and procedures

The Company's capital management objectives are:

  • to ensure that it will be able to continue as a going concern; and
  • to generate total return to its equity shareholders in accordance with its investment objectives through an appropriate balance of equity capital and debt.

The Company's capital at 31 October 2024 comprised its equity share capital, reserves and debt that are shown in the statement of financial position at a total of £1,557,902,000 (2023: £1,458,423,000).

The Board, with the assistance of Janus Henderson, monitors and reviews the broad structure of the Company's capital on an ongoing basis. This review includes:

  • the desirability to buy back equity shares for cancellation or to be held in treasury, which takes account of the difference between the net asset value per share and the share price (i.e. the level of share price discount or premium);
  • the desirability for new issues of equity shares; and
  • the extent to which revenue in excess of that which is required to be distributed should be retained.

The Company's policies and processes for managing capital are unchanged from the preceding accounting period. The Company is subject to several externally imposed capital requirements:

  • as a public company, the Company has a minimum share capital of £50,000;
  • in order to be able to pay dividends out of profits available for distribution by way of dividends, the Company has to be able to meet one of the capital restriction tests imposed on investment companies by law and its Articles of Association; and
  • the terms of the loan notes have various covenants which must also be observed, including that total indebtedness shall not exceed 40% of net asset value and that the net asset value shall not be less than £500 million.

The Company has complied with these throughout the year.

17 Net asset value per ordinary share

The net asset value per ordinary share is based on net assets attributable to ordinary shares of £1,434,146,000 (2023: £1,333,523,000) and on 1,145,890,870 ordinary shares in issue at 31 October 2024 (2023: 1,234,232,277). The Company has no securities in issue that could dilute the net asset value per ordinary share.

The movements during the year in net assets attributable to the ordinary shares were as follows:

2024
£'000
2023
£'000
Net assets attributable to ordinary shares at start of year
Total net profit on ordinary activities after taxation 1,333,523 1,360,666
Buyback of ordinary shares 229,950 64,557
Dividends paid (97,331) (60,484)
Net assets attributable to ordinary shares at end of year (31,996)
1,434,146
(31,216)
1,333,523

18 Called up share capital

Number of
shares held in
treasury
Number of
shares entitled
to dividend
Total number
of shares
Nominal value
of shares
in issue
£'000
Ordinary shares
At 1 November 2023
Buyback of ordinary shares 80,870,553 1,234,232,277 1,315,102,830 32,878
At 31 October 2024 88,341,407 (88,341,407)
169,211,960 1,145,890,870 1,315,102,830

32,878

During the year, no new shares were issued and 88,341,407 shares were bought back in to treasury for a net payment of £97,331,000.

Number of
shares held in
treasury
Number of
shares entitled
to dividend
Total number
of shares
Nominal value
of shares
in issue
£'000
Ordinary shares
At 1 November 2022
Buyback of ordinary shares 20,251,624 1,294,851,206 1,315,102,830 32,878
At 31 October 2023 60,618,929 (60,618,929)
80,870,553 1,234,232,277 1,315,102,830

32,878

In the year ended 31 October 2023, no new shares were issued and 60,618,929 shares were bought back in to treasury for a net payment of £60,484,000.

19 Capital redemption and other capital reserves

Capital
redemption
reserve
£'000
Capital reserve
arising on
investments sold
£'000
Capital reserve
arising on
revaluation of
investments held
£'000
Total
other capital
reserves
£'000
At 1 November 2023
Transfer on disposal of assets 12,489 933,252 151,596 1,084,848
Net gains on investments 25,112 (25,112)
Net (losses)/gains on foreign exchange 36,509 167,729 204,238
Buyback of shares into treasury (14) 1,170 1,156
Expenses and finance costs allocated
to capital
(97,331) (97,331)
At 31 October 2024
12,489
(6,722)
890,806

295,383
(6,722)
1,186,189
Capital
redemption
reserve
£'000
Capital reserve
arising on
investments sold
£'000
Capital reserve
arising on
revaluation of
investments held
£'000
Total
other capital
reserves
£'000
At 1 November 2022
Transfer on disposal of assets 12,489 852,429 262,914 1,115,343
Net gains/(losses) on investments 77,670 (77,670)
Net gains/(losses) on foreign exchange 70,943 (33,090) 37,853
Buyback of shares into treasury 81 (558) (477)
Expenses and finance costs allocated
to capital
(60,484) (60,484)
At 31 October 2023
12,489
(7,387)
933,252

151,596
(7,387)
1,084,848

20 Revenue reserve

2024
£'000
2023
£'000
At start of year
Net revenue profit after tax for the year 43,511 40,159
Dividends paid 31,278 34,568
At end of year (31,996)
42,793
(31,216)
43,511

21 Reconciliation of liabilities arising from financing activities

ˇ˛˘˙ˢ˟˟ˢ˪˜ˡ˚˧˔˕˟˘˦˛ˢ˪˦˧˛˘ˠˢ˩˘ˠ˘ˡ˧˦˗˨˥˜ˡ˚˧˛˘ˣ˘˥˜ˢ˗ˢ˙Ѓˡ˔ˡ˖˜˔˟˟˜˔˕˜˟˜˧˜˘˦˜ˡ˧˛˘˦˧˔˧˘ˠ˘ˡ˧ˢ˙Ѓˡ˔ˡ˖˜˔˟ˣˢ˦˜˧˜ˢˡʭ

Non-cash changes
At 1 November
2023
£'000
Cash flows
£'000
Amortisation
of issue costs
£'000
Foreign
exchange
£'000
At 31 October
2024
£'000
Financing activities
Financing liabilities
Total liabilities from financing activities 124,900
124,900

26
26
(1,170)
(1,170)
123,756
123,756
Non-cash changes
At 1 November
2022
£'000
Cash flows
£'000
Amortisation
of issue costs
£'000
Foreign
exchange
£'000
At 31 October
2023
£'000
Financing activities
Financing liabilities
Total liabilities from financing activities 139,280
139,280
(15,000)
(15,000)
62
62
558
558
124,900
124,900

22 Contingent Liabilities, Guarantees and Financial Commitments

At 31 October 2024 there were no contingent liabilities, guarantees or financial commitments (2023: £nil).

23 Transactions with the Manager and other related parties

Under the terms of an agreement effective from 22 July 2014 and most recently revised in November 2024 (see page 29) the Company appointed Janus Henderson to provide investment management and accounting, administrative and secretarial services. Janus Henderson has contracted with BNP Paribas SA to provide accounting and administration services.

Details of the management fee arrangements for these services are given in the Business Model on page 29. The management fee is calculated on a tiered basis at the rate of 0.45% per annum on the first £750 million of net assets, 0.40% per annum on net assets in excess of £750 million up to £1.5 billion and 0.35% of net assets in excess of £1.5 billion. For the purpose of the fee calculation, the net assets are as at the last day of the quarter immediately preceding the quarter in respect of which the calculation is made. The total of the management fees paid or payable to Janus Henderson under this agreement in respect of the year ended 31 October 2024 were £6,190,000 (2023: £5,966,000). The amount outstanding at 31 October 2024 was £512,000 (2023: £484,000).

In addition to the above services, Janus Henderson facilitates marketing activities with third parties which are recharged to the Company. The total fees paid or payable for these services for the year ended 31 October 2024 amounted to £182,000 (2023: £68,000), of which £49,000 was outstanding at 31 October 2024 (2023: £53,000). Janus Henderson also provides marketing services, there is no separate charge for these services.

24 Subsequent Events

There have been no subsequent events since the end of the Company's financial year on 31 October 2024.

Additional information

Additional information

In this section

  • 92 Glossary
  • 93 Alternative Performance Measures
  • 95 General Shareholder Information
  • 96 Distribution of Assets, Rates of Exchange, Historical Record
  • 97 Corporate Information

Glossary

Alternative Investment Fund Managers Directive ('AIFMD')

Agreed by the European Parliament and the Council of the European Union and adopted into UK legislation, the AIFMD classifies certain investment vehicles, including investment companies, as Alternative Investment Funds ('AIFs') and requires the Company to appoint an Alternative Investment Fund Manager ('AIFM') and Depositary to manage and oversee the operations of the investment vehicle. The Board of the Company retains responsibility for strategy, operations and compliance and the Directors retain a fiduciary duty to shareholders.

Association of Investment Companies ('AIC')

The Company is a member of the AIC which is the trade body for investment companies and represents the industry in relation to various matters which impact the regulation of such entities.

Custodian

The Custodian is responsible for ensuring the safe custody of the Company's assets and that all transactions in the underlying holdings are transacted in an accurate and timely manner.

Depositary

From 22 July 2014 AIFs were required to appoint a Depositary which has responsibility for overseeing the operations of the Company, including safekeeping, cash monitoring and verification of ownership and record keeping. The Depositary is strictly liable for the loss of any investments or other assets in its custody unless it has notified that it has discharged its liability in certain markets. The Depositary has confirmed that it has not discharged liability in relation to any of the Company's assets.

Derivative

A contract between two or more parties in relation to an underlying security. The value of a derivative will fluctuate in accordance with the value of the security and is a form of gearing as the fluctuations in value are usually greater than the fluctuations in the underlying security's value. Examples of derivatives are put and call options, swap contracts, futures and contracts for difference.

Dividend dates

When declared or recommended, each dividend has three key dates applied to it. The payment date is the date on which shareholders are to receive their dividend either by BACS transfer or by receipt of a dividend cheque. The record date applied to the dividend is used as a cut-off for the Company's Registrars to know which shareholders should be paid a dividend. Only shareholders on the register of members at the close of business on the record date will receive the dividend. The ex-dividend date is the business day before the record date and is the date upon which the Company's net asset value per share and share price is to be disclosed ex-dividend.

Dividend growth

The amount by which the Company's annual dividend has increased compared to the previous year, expressed as a percentage of the previous annual dividend.

Gearing

Gearing means borrowing money to buy assets with the expectation that the return on investments bought exceeds the interest cost of the borrowings. The gearing percentage reflects the amount of borrowings (e.g. bank loans, overdrafts and debt securities) the Company has used to invest in the market and is calculated by taking the difference between non-current asset investments (see note 11) and equity shareholders' funds (see statement of financial position) dividing by equity shareholders' funds and multiplying by 100. The Company can use synthetic gearing through derivatives. None were used in the year under review.

Investment trusts

Investment trusts are public limited companies, listed on the London Stock Exchange, which provide shareholders with a professionally managed portfolio of investments. Investment trusts are exempt from tax on the capital gains arising on their investments subject to meeting certain criteria. Income, net of expenses and tax, is substantially distributed to shareholders. Investment trusts are also known as investment companies although the tax legislation retains the reference to investment trusts.

Liquidity

In the context of the liquidity of shares in the stock market, this refers to the availability of buyers in the market for the share in question. Where the market in a particular share is described as liquid that share is in demand and holders wishing to sell their shares should find ready buyers. Conversely, where the market in a share is illiquid the difficulty of finding a buyer tends to depress the price that might be negotiated for a sale.

Market capitalisation ('market cap')

The market value of a company calculated by multiplying the mid-market price per share by the number of shares in issue.

Treasury shares

Shares repurchased by the Company but not cancelled.

Alternative Performance Measures

The Company uses the following Alternative Performance Measures ('APMs') throughout the Annual Report, financial statements and notes to the financial statements. The APMs are reconciled to the financial statements through the narrative below. The Board believes that each of the APMs, which are typically used within the investment trust sector, provide additional useful information to shareholders to help assess the Company's performance against its peer group.

Capital Return per Ordinary Share

The capital return per ordinary share is the capital profit/(loss) for the year (see Income Statement) divided by the weighted average number of ordinary shares in issue during the year (see note 9 on page 80).

Discount or premium

The amount by which the market price per share of an investment trust is either higher (premium) or lower (discount) than the NAV per share, expressed as a percentage of the NAV per ordinary share.

31 October
2024
31 October
2023
Net asset value with debt at fair value per ordinary share (pence)
Share price per share (pence) (A) 127.9 111.0
(Discount) or Premium (C = (B-A)/A) (%) (B) 110.8 93.5
(C) (13.4) (15.8)

Gearing/(net cash)

Gearing represents the excess amount above shareholders' funds of total investments, expressed as a percentage of the shareholders' funds. If the amount calculated is negative, this is a 'net cash' position and no gearing.

2024 2023
Investments held at fair value through profit or loss (page 81) (£'000)
Net assets (page 71) (£'000) (A) 1,455,333 1,428,787
Gearing/(net cash) (C = (A/B) – 1) (%) (B) 1,434,146 1,333,523
(C) 1.5 7.1

Net asset value ('NAV ') with debt at par and fair value

2024
£'000
2023
£'000
Investments held at fair value through profit or loss (see note 11)
Current assets investments (see note 12) 1,455,333 1,428,787
Current assets other receivables (see note 13) 33,549 13,116
Cash and cash equivalents 4,646 19,001
Current liabilities (see note 14) 66,689 14,525
Non-current liabilities (see note 15) (2,315) (17,006)
NAV with debt at par (A) (123,756)
1,434,146
(124,900)
1,333,523
Less: fair value of unsecured loan notes (see note 16.3)
Add back: amortised cost of unsecured loan notes (92,618) (88,985)
NAV with debt at fair value (B) 123,756
1,465,284
124,900
1,369,438
Ordinary shares in issue (see note 18) (C) 1,145,890,870 1,234,232,277
NAV per ordinary share with debt at par (A/C x 100) (p) 125.2 108.0
NAV per ordinary share with debt at fair value (B/C x 100) (p) 127.9 111.0

The aggregate NAV is also referred to as Total Equity in the Statement of Financial Position. The NAV per ordinary share is published daily and the year end NAV can be found on page 71 and further information is available on page 88 in note 17 within the notes to the financial statements.

In the prior year, following the repayment of the debenture on 31 October 2023, a single NAV was published with debt at par, and the fair value of the loan notes was disclosed to comply with the accounting disclosures only. With effect from 31 December 2023 the board reassessed this and decided to include the fair value adjustment to the loan notes within a separate fair value daily NAV. The prior year financial statements also disclosed what this NAV with debt at fair value would have been as at 31 October 2023 and has been included in the table above.

Ongoing charge

The ongoing charge has been calculated in accordance with guidance issued by the AIC as the total investment management fees and administrative expenses and expressed as a percentage of the average daily net asset values throughout the year.

2024
£'000
2023
£'000
Management fee (note 5)
Other administrative expenses (note 6) 6,190 5,966
Less: non-recurring expenses1 1,329 970
Ongoing charge (77) 137
Average net assets2 7,442 7,073
Ongoing charge ratio 1,465,773
0.51%
1,413,254
0.50%

1 The prior year amount is an add back of £137,000 as this included adding back a reversal of legal fees that had previously been deducted as nonrecurring expenses in the ongoing charge calculation

2 Calculated using the average daily net asset value

Revenue return per share

The revenue return per share is the revenue return for the year (see statement of comprehensive income) divided by the weighted average number of ordinary shares in issue during the year (see note 9 on page 80).

Total return

The return on the share price or NAV with debt at fair value taking into account both the rise and fall of NAVs/share prices and dividends paid to shareholders. Any dividends received by a shareholder are assumed to have been reinvested in either additional shares (for share price total return) or the Company's assets (for NAV with debt at fair value total return). Dividends paid and payable are set out in note 10 on page 80.

NAV per
share
Share price
NAV/share price per share at 31 October 2023 (pence)
NAV/share price per share at 31 October 2024 (pence) 111.0 93.5
Change in the year (%) 127.9 110.8
Impact of dividends reinvested (%) 15.2 18.5
Total return for the year (%) 2.2
21.1
2.5
21.4

Yield

The yield is the annual dividend expressed as a percentage of the year end share price.

31 October
2024
31 October
2023
Annual dividend (pence)
(A)
Share price (pence)
2.688 2.56
(B)
Yield (C=A/B) (%)
(C)
110.80
2.4
93.5
2.7

General Shareholder Information

AIFMD disclosures

In accordance with the Alternative Investment Fund Managers Directive ('AIFMD'), information in relation to the Company's leverage and remuneration of Janus Henderson, as the Company's Alternative Investment Fund Manager ('AIFM') are required to be made available to investors. These disclosures, including those on the AIFM's remuneration policy, are contained in a separate document called 'AIFMD Disclosure' which can be found on the Company's website www.bankersinvestmenttrust.com.

BACS

Dividends can be paid to shareholders by means of BACS (Bankers' Automated Clearing Services); mandate forms for this purpose are available from the UK Registrar, Equiniti Limited.

Alternatively, shareholders can write to the UK Registrar (the address is given on page 97) to give their instructions; these must include the bank account number, the bank account title and the sort code of the bank to which payments are to be made.

Shareholders on the register in New Zealand can have their dividends paid in New Zealand dollars by writing to the New Zealand Registrar, Computershare Investor Services Limited (the address is given on page 97).

Common Reporting Standard

Tax legislation under the Organisation for Economic Co-operation and Development Common Reporting Standard for Automatic Exchange of Financial Account Information. The legislation requires the Company to provide personal information to HMRC on certain investors who purchase shares in investment trusts. This information is provided annually to the local tax authority of the tax residencies of a number of non-UK based certificated shareholders and corporate entities.

Equality Act 2010

This Annual Report and other documents issued by the Company are available from the corporate secretary and can be provided in alternative formats, including Braille or larger type, as appropriate. For deaf and speech-impaired customers, we welcome calls via Relay UK. Please see www.relayuk.bt.com for more information. Alternatively, if you prefer to go through a 'typetalk' operator (provided by the Royal National Institute for Deaf People), dial 18001 followed by the number you wish to dial.

Foreign Account Tax Compliance Act ('FATCA')

FATCA is a United States federal law whose intent is to enforce the requirement for United States persons (including those living outside the US) to file yearly reports on their non-US financial accounts. As a result of HMRC's change of interpretation on the meaning of shares and securities 'regularly traded on an established securities market', investment trusts now need to monitor each year the trading volume and frequency of their shares and securities to assess whether they have financial accounts. The Company therefore needs to make an annual assessment, before the FATCA return is due, to determine if the shares represent financial accounts and, where they do, needs to identify and report US reportable accounts to HMRC, as required.

General Data Protection Regulation ('GDPR')

GDPR came into force on 25 May 2018. A privacy statement can be found on the website www.janushenderson.com.

ISA

The Company intends to continue to manage its affairs in order to qualify as an eligible investment for a stocks and shares ISA.

Non-Mainstream Pooled Investments ('NMPI') status

The Company currently conducts its affairs so that its ordinary shares of 2.5p each can be recommended by IFAs to ordinary retail investors in accordance with the Financial Conduct Authority's ('FCA') rules in relation to non-mainstream investment products and intends to continue to do so for the foreseeable future. The shares are excluded from the FCA's restrictions which apply to non-mainstream investment products because they are shares in an investment trust.

Performance details/share price information

Details of the Company's share price and NAV per share can be found on www.bankersinvestmenttrust.com. The Company's NAV per share is published daily.

Shareholder details

Shareholders who hold their shares in certificated form can check their shareholding with the Registrar (contact details can be found on page 97).

There is now a range of shareholder information online.

You can check your holding and find practical help on transferring shares or updating your details at www.shareview.co.uk.

Share price listings

The market price of the Company's ordinary shares is published daily in the Financial Times. The Financial Times also shows figures for the estimated NAV per share and the discount.

The market price of the Company's shares can also be found in the London Stock Exchange Daily Official List.

Taxonomy Regulation

Regulation (EU) 2020/852 ('Taxonomy Regulation') establishes the basis for the EU taxonomy. The EU taxonomy is a classification system, establishing a list of environmentally sustainable economic activities to provide companies, investors and policymakers with appropriate definitions for which economic activities can be considered environmentally sustainable. In accordance with the Taxonomy Regulation, the Company states that the investments underlying this financial product do not take into account the EU criteria for environmentally sustainable economic activities.

Distribution of Assets, Rates of Exchange, Historical Record

Distribution of Assets and Liabilities

At 31 October 2024

Equities Current
assets
Total
assets
Total
liabilities
Currency exposure
of net assets
£'000 £'000 £'000 % £'000 £'000 %
Pan Europe (Europe & UK)
North America 372,391 69,081 441,472 28.3 (126,071) 315,401 22.0
Japan 721,377 637 722,014 46.3 722,014 50.3
Pan Asia (Pacific & China, ex Japan) 197,238 24 197,262 12.6 197,262 13.8
Total 164,327
1,455,333
35,142
104,884
199,469
1,560,217
12.8
100

(126,071)
199,469
1,434,146
13.9
100
101.5% 7.3% 108.8% (8.8%) 100.0%

Expense debtors and creditors have been allocated to sterling for the purposes of this table.

Rates of Exchange

The principal exchange rates at 31 October

2024 2023 2024 2023
Chinese Yuan Renminbi
New Taiwanese Dollar 8.88
Korean Won 39.36
Swiss Franc 1638.83
New Zealand Dollar 1.10
2.09
1.29
195.84
1.18
10.00
1.96
1.21
183.77
1.15
9.49
1.92
9.15
41.19
1774.20
1.11
2.16

Historical Record

At 31 October

Earnings and dividends
per ordinary share
Net asset Market Indices of growth2
Gross
revenue
£'000
Earnings
net1
p
Total
dividends
net1
p
Ongoing
charge
%
Total assets
less current
liabilities
£'000
value per
ordinary
share
p3
price per
ordinary
share
p1
Net asset
value
Market
price per
ordinary
share
FTSE
All-Share
Index
FTSE
World
Index
Dividend
per
ordinary
share net
UK
Consumer
Price
Index
2014
2015 20,748 1.51 1.48 0.53 693,196 60 56 100 100 100 100 100 100
2016 22,767 1.72 1.58 0.52 777,428 63 62 105 110 99 102 107 100
2017 24,916 1.75 1.70 0.52 991,544 76 69 126 123 108 129 115 101
2018 29,634 2.05 1.86 0.44 1,142,379 88 85 147 151 118 143 126 104
2019 30,547 2.08 1.97 0.50 1,126,410 87 84 145 148 111 146 133 106
2020 31,752 2.16 2.09 0.52 1,228,032 95 93 159 165 114 159 141 108
2021 26,761 1.68 2.15 0.50 1,325,803 98 98 164 174 90 163 146 109
2022 35,027 2.17 2.18 0.48 1,726,067 121 114 203 202 118 211 147 113
2023 38,208 2.34 2.33 0.50 1,484,946 105 97 177 172 111 201 157 126
2024 41,765
38,655
2.72
2.63
2.56
2.688
0.50
0.51
1,458,423
1,557,902
108
125
94
111
182
215
166
197
113
126
207
256
173
182
131
134

1 Comparative figures for the year ended 31 October 2014 to 31 October 2021 have been restated due to the sub-division of each ordinary share of 25p into 10 ordinary shares of 2.5p each on 1 March 2021

2 Rebased to 100

3 NAV with debt at par

Source: Morningstar Direct, Janus Henderson

Corporate Information

Registered office

201 Bishopsgate London EC2M 3AE

Service providers

Alternative Investment Fund Manager

Janus Henderson Fund Management UK Limited 201 Bishopsgate London EC2M 3AE

Corporate Secretary

Janus Henderson Secretarial Services UK Limited

201 Bishopsgate London EC2M 3AE Telephone: 020 7818 1818

Depositary and Custodian

BNP Paribas SA

10 Harewood Avenue London NW1 6AA

Corporate Brokers

UK

J.P. Morgan Cazenove 25 Bank Street Canary Wharf

London E14 5JP Peel Hunt LLP

7th Floor 100 Liverpool St London EC2M 2AT

New Zealand

Craigs Investment Partners Limited

Head Office P.O Box 13155 Tauranga 3141 New Zealand

Registrar

UK

The Company's Registrar is Equiniti Limited. Equiniti provide a range of services to shareholders.

Extensive information including many answers to frequently asked questions can be found online. Use the QR code to register for FREE at www.shareview.co.uk. Equiniti's registered address is: Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

New Zealand

Computershare Investor Services Limited

Private Bag 92119 Victoria Street West Auckland 1142 New Zealand

Telephone: (New Zealand) (64) 09 488 8777

Independent Auditor

Ernst & Young LLP 25 Churchill Place London E14 5EY

Financial calendar

Annual results announced January 2025
Ex dividend date 23 January 2025
Dividend record date 24 January 2025
Annual General Meeting 25 February 2025
Final dividend payable on 28 February 2025
1st interim dividend payable on 30 May 2025
Half year results announced June 2025
2nd interim dividend payable on 29 August 2025
3rd interim dividend payable on 28 November 2025

Information sources

For more information about The Bankers Investment Trust PLC, visit the website at www.bankersinvestmenttrust.com.

To sign up for expert insights about investment trusts, updates from our fund managers as well as AGMs please visit this page:

www.janushenderson.com/en-gb/investor/subscriptions

Follow the Janus Henderson Investment Trusts on LinkedIn – Janus Henderson Investment Trusts, UK.

Investing

Shares can be purchased in the market via a stockbroker or through share dealing platforms. They can also be held through share plans, ISAs or pensions and links to various providers are included on the website.

Potential investors are reminded that the value of investments and the income from them may go down as well as up and investors may not receive back the full amount invested. Tax benefits may vary as a result of statutory changes and their value depends on individual circumstances.

Telephone: 020 7818 1818 Email: [email protected]

www.bankersinvestmenttrust.com

To receive your annual reports in electronic format, scan the QR code and register your preference with EQ:

The Bankers Investment Trust PLC Registered as an investment company in England and Wales with registration number 00026351

Registered office

201 Bishopsgate, London EC2M 3AE

ISIN code GB00BN4NDR39

SEDOL number BN4NDR3

London Stock Exchange (TIDM) Code BNKR

New Zealand Stock Exchange Code

BIT

Global Intermediary Identification Number (GIIN) L5YVFP.99999.SL.826

Legal Entity Identifier (LEI)

213800B9YWXL3X1VMZ69

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