ANNUAL REPORT

FOR THE YEAR ENDED

31 DECEMBER 2024

CONTENTS

Strategic Report

Company Overview 2

Financial Highlights 3

Chairman’s Statement 4

Fund Manager’s Review 9

Our Approach to Responsible Investment 18

Twenty Largest Listed Equity Holdings 27

Ten Year Record 29

Business Review 31

Purpose, Values and Investment Objective 31

Principal Policies 33

Section 172 Statement 36

Key Stakeholder and Shareholder Engagement 37

Key Performance Indicators 39

Principal and Emerging Risks 41

Long-Term Viability 45

Governance Report

Board of Directors 47

Directors’ Report 49

Corporate Governance Report 54

Report of the Management Engagement Committee 57

Report of the Audit Committee 59

Directors’ Remuneration Report 65

Statement of Directors’ Responsibilities 69

Independent Auditor’s Report 70

Financial Report

Income Statement 78

Statement of Changes in Equity 79

Balance Sheet 80

Statement of Cash Flows 81

Notes to the Accounts 82

Notice of Annual General Meeting 104

Other Information

Management and Advisers 109

Additional Information for Shareholders 110

How to Invest 112

Alternative Performance Measures 113

Glossary of Terms 116

2025-26 Financial Calendar

Annual General Meeting 30 April 2025

Final dividend for 2024 payable 7 May 2025

Interim Results for 2025 announced end July 2025

First interim dividend for 2025 payable August 2025

Second interim dividend for 2025 payable November 2025

Third interim dividend for 2025 payable February 2026

Final Results for 2025 announced March 2026

Final dividend for 2025 payable May 2026

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the

action you should take, you are recommended to seek your own independent financial advice from your stockbroker,

bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and

Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised financial adviser. If

you have sold or otherwise transferred all your ordinary shares in F&C Investment Trust plc please forward this document,

together with the accompanying documents, immediately to the purchaser or transferee or to the stockbroker, bank or

agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or

otherwise transferred only part of your holding of shares, you should retain these documents.

TRUE TO OUR GOAL

FOR OVER 150 YEARS

Our focus has never wavered since the day we were

founded in 1868. Our approach aims to deliver long-

term growth in capital and income. To achieve this,

we invest on the world’s major and developing stock

and private markets in the shares of established

companies, strong newcomers and rising stars.

It’s a diverse portfolio strategy that also gives

investors exposure to a range of well managed private

equity funds and co-investments. Whether you’re

new to investing or looking to add a firm foundation

to your existing portfolio, F&C is the smart choice for

investors.

COMPANY OVERVIEW

F&C Investment Trust PLC (the ‘Company’ or ‘F&C’) was founded in 1868 as the first investment trust with the purpose

of providing the investor of more moderate means access to the same opportunities and advantages as the very largest

investors.

This purpose continues today, providing a foundation for the long-term investment needs of large and small investors

through a diversified, convenient and cost-effective global investment choice.

The Company’s objective is to secure long-term growth in capital and income through a policy of investing primarily in an

internationally diversified portfolio of publicly listed equities, as well as unlisted securities and private equity, combined

with the use of gearing.

Our approach is designed to obtain the investment performance benefits from a range of individually concentrated global

and regional portfolios alongside the diversification benefits of lower risk and lower volatility achieved by managing those

portfolios in combination. Columbia Threadneedle Investments is a market leading asset manager with strong capabilities

in a number of areas. The Company’s portfolio is managed by Paul Niven, Columbia Threadneedle Investments’ Head

of Multi-Asset Solutions for Europe, the Middle East and Africa. He is responsible for determining the Company’s asset

allocation and the overall composition of the investment portfolio. By blending the portfolio’s exposure to investment

strategies managed by Columbia Threadneedle Investments and other leading asset managers, the Company provides a

cost-effective exposure to differentiated value-adding sources of return. Offering a globally diversified portfolio of growth

assets, the Company aims to be a core investment choice through all available channels.

The Company continues to evolve, allowing it to keep pace with new investment opportunities and maintain its relevance in

today’s world. A commitment has been made to transition the Company's portfolio to net zero carbon emissions by 2050.

The Company is suitable for retail investors in the UK, professionally advised private clients and institutional investors who

seek growth in capital and income from investment in global markets and who understand and are willing to accept the

risks, as well as the rewards, of exposure to equities.

VISIT OUR WEBSITE AT fandc.com

The Company is registered in England and Wales with company registration number 12901

Legal Entity Identifier: 213800W6B18ZHTNG7371

FORWARD-LOOKING STATEMENTS

This document may contain forward-looking statements with respect to the financial condition, results of operations and business of the

Company. Such statements involve risk and uncertainty because they relate to future events and circumstances that could cause actual

results to differ materially from those expressed or implied by forward-looking statements. The forward-looking statements are up to

date as at the date of this report and are based on the Directors’ current view and on information available to them as at that date. There

is no obligation to update the statements and nothing should be construed as a profit forecast.

DIVIDEND

HERO

Strategic Report

Annual Report and Accounts 2024

FINANCIAL HIGHLIGHTS

+16.9% share price total

return

(1)

+16.9%

DELIVERING LONG-TERM GROWTH IN CAPITAL AND INCOME

Potential investors are reminded that the value of investments and the income from dividends 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 will depend on individual circumstances.

(1) See Alternative Performance Measures on page 113.

(2) The final dividend for 2024 is subject to shareholder approval at the forthcoming Annual General Meeting.

(3) See Glossary of Terms on page 116.

Total dividends

(2)

per share – pence

Share price discount/premium

(1)

to net asset

value

(1)

at 31 December – %

A dividend has been paid every year since inception and has increased every year for the past 54 years. Over the last ten years

it has increased by 67.7% (5.3% compound per annum), compared with inflation of 35.4% (3.1% compound per annum).

Source: Columbia Threadneedle Investments

Net asset value

(1)

per share with debt at market

value at 31 December – pence

Mid-market price per share at 31 December –

pence

200

400

600

800

1,000

1,200

2024202320222021202020192018201720162015

1,108.0

Source: Columbia Threadneedle Investments

Source: Columbia Threadneedle Investments Source: Columbia Threadneedle Investments

In the last ten years the Company has grown a £1,000 investment, with dividends reinvested, to £3,122.

Net Asset Value total return

(1)

(with debt at market value) of

+21.0%, ahead of the return from

our benchmark

(3)

, the FTSE All-

World Index, of +19.3%

+21.0%

Annual dividend

(2)

per share

up by 6.1% to 15.6p, our 54th

consecutive annual increase

54th

The discount

(1)

to NAV moved

from 5.9% at the start of the

year, to end the year at 9.2%

9.2%

200

400

600

800

1,000

1,200

1,400

20 24202320222021202020192018201720162015

1,219.6

-12

-10

-8

-6

-4

-2

2024202320222021202020192018201720162015

-9.2

2024202320222021202020192018201720162015

15.6

CHAIRMAN’S STATEMENT

"F&C'S NAV TOTAL RETURN HAS BEATEN THE

BENCHMARK AND ITS GLOBAL PEER GROUP OVER ONE,

THREE, FIVE AND TEN YEARS. OVER TWENTY YEARS

OUR RETURN IS EQUIVALENT TO 10.4% PER ANNUM. THE

GROWTH IN OUR DIVIDENDS OVER THE PAST DECADE IS

SIGNIFICANTLY HIGHER THAN UK INFLATION."

Dear Shareholder,

2024 was another strong year for global equity markets

with US equities rising by more than 25%. This was the

first time since the late 1990s that US investors have

enjoyed successive annual gains of greater than 20%. As

was the case in 2023, the US outperformed both analysts’

expectations and other major equity markets. The so-

called ‘Magnificent Seven’ US mega-cap technology

stocks delivered returns well in excess of the broader

market. Indeed, this collection of exceptional companies,

which include Nvidia, Microsoft and Amazon, delivered

a 67% dollar-based gain on the year, pushing the market

weight of these companies in the US index to new highs.

US equity market performance was driven by better-than-

expected economic data and, as the year progressed,

initial fears of recession gave way to robust US growth,

while inflation fell to levels which enabled central

banks to begin cutting interest rates. While the scale of

resultant interest rate cuts was below initial expectations,

the combination of strong earnings growth in the US,

declining inflation and interest rates, alongside ongoing

optimism over the impact of Artificial Intelligence

(‘AI’) propelled equity markets to new record highs.

Furthermore, despite uncertainty over policy, the election

of Donald Trump as US President for a second term, with

promises of corporate tax cuts and deregulation, gave

further impetus to investor risk appetite in the final part of

the year.

The picture was more mixed outside of the US. While

the global economy avoided a recession over the year,

there was reasonable dispersion across regions. Sluggish

economic data, along with lower inflation in Europe and

the UK, led to an easing of interest rate policy by the

European Central Bank and the Bank of England.

Our Net Asset Value (‘NAV’) total return, taking debt at

market value, of +21.0% outperformed the return from our

benchmark index of +19.3%. Our share price and our NAV

total returns exceeded those delivered from our closed-

end peers in 2024. Indeed, both our returns exceed that

of our open and closed-end peers over one, three, five

and ten years. This outperformance, over all these periods

is unique in our sector. As a diversified global investment

trust, designed to provide consistency in terms of

performance outcome, it is pleasing to report these strong

and consistent returns for shareholders. Furthermore, as

our NAV total return has also exceeded that of our market

benchmark over one, three, five and ten years, we believe

that this is a strong proof statement on the effectiveness

of our investment approach.

Although our share price and NAV reached new

record highs, in common with many of our peers in the

investment trust sector we saw a widening in our share

price discount to NAV in 2024. Our discount moved from

5.9% at the start of the year, to end the year at 9.2%. This

detracted from shareholder returns, resulting in a share

price total return of +16.9%, lower than our NAV total

return of +21.0%. Our NAV, with debt at market value,

rose from 1,022.1p to 1,219.6p per share and our share

price rose from 962p to 1,108p. We bought back 5.3%

of our issued share capital, a total of 27.3m shares. We

remain committed towards our objective of achieving a

sustainably low deviation between our share price and

NAV, as well as reducing the volatility of the discount.

5Annual Report and Accounts 2024

Strategic Report

Performance from our underlying listed strategies

was strong over the year, with each component of our

portfolio delivering a gain in absolute terms. Performance

was particularly strong in North America, Japan and from

our Global Focus strategy, which has exposure to quality

growth stocks. While we were relatively underweight

compared to the benchmark index to some of the

Magnificent Seven stocks, overall our listed portfolio

modestly outperformed its benchmark index. The

decision by our Fund Manager to reduce our allocations

to emerging markets and Europe in the first half of

2024 served us well as both regions underperformed

the broader benchmark over the year. While our private

equity portfolio produced respectable absolute returns

over the year, performance lagged that of the listed

global equity benchmark.

As our investment portfolio has significant investments in US

assets the modest decline in sterling (of -1.8%) against the

US dollar was beneficial to returns. In a year where markets

rose strongly, our gearing added value over the year.

Following our re-admission to the FTSE100 index in 2022,

I am pleased to report that we not only maintained this

position, but we actually rose within the index, cementing

our position as one of the UK’s leading listed companies.

As noted in our 2023 Annual Report, we have previously

been a FTSE100 constituent, but this current period is the

longest that we have remained in the index.

LONG-TERM RESULTS

We remain resolutely focused on our investment objective

of securing growth in both capital and income for

shareholders over the long term. Over the ten years to the

end of 2024 your Company delivered a total shareholder

return of +212.2%, equivalent to +12.1% per annum. Returns

have remained remarkably consistent, with limited losses

on an annual basis over the past decade.

Over the twenty year period to 31 December 2024 the

Company’s NAV return was +627.3%, equivalent to 10.4%

per annum. Our capital-only return (i.e. without dividends

reinvested) over the past twenty years was +469.7% (9.1%

per annum) and our shareholder total return was +751.6%

(11.3% per annum). Dividends paid to shareholders have

risen by 5.3% per annum over the past decade and by

6.8% over the past twenty years. Such results continue to

demonstrate the importance of compounding income and

capital gains over the long term, in the process of value

creation for shareholders.

F&C NAV and share price performance vs Benchmark

(1)

over 10 years

F&C annual dividend growth

(2)

vs Consumer Price

Index over 10 years

Rebased to 100 at 31 December 2014

Source: Columbia Threadneedle Investments & Refinitiv Eikon

100

150

200

250

300

350

2016 20212014 2017 2018 2019 20202015

F&C - NAV total return

F&C - Share price total return

2022

Market Benchmark

20242023

100

110

120

130

140

150

160

170

2016

2021

2014

2017

2018

2019

2020

2015

Consumer Price index

F&C – annual dividend

per share

2022

2024

2023

Rebased to 100 at 31 December 2014

Source: Columbia Threadneedle Investments & Refinitiv Eikon

(1) See Glossary of Terms on page 116 for explanation of "benchmark".

(2) See Alternative Performance Measures on page 113.

FIFTY FOURTH CONSECUTIVE ANNUAL DIVIDEND

INCREASE

Our gross and net income generated in 2024 represented

a new record high. Gross income rose by 4.9% to £111.8m

and our net revenue rose by 3.5% to £84.6m. Special

dividends fell slightly to £3.6m (2023: £4.4m). The impact

of currency movements reduced our income by £3.4m

(2023: -£0.6m). Our Net Revenue Return per share rose

by 7.5% on the year to 17.01 pence, from 15.83 pence.

The UK rate of inflation (as measured by CPI) declined

during the year, falling from 4% to 2.5%. This represents

a significant reduction in inflation from that seen during

the inflationary spike post the Covid pandemic and the

invasion of Ukraine, but inflation remains above the target

of the Bank of England and slightly higher than levels seen

in the years before Covid.

It remains the ambition of the Board to deliver real rises

in dividends for shareholders over the long term that are

sustainable. I am therefore delighted to report another

rise in the proposed annual dividend, which will again be

fully covered by our revenue earned in the year. Subject

to approval at the Annual General Meeting (‘AGM’),

shareholders will receive a final dividend of 4.8 pence

per share on 7 May 2025, bringing the total dividend

for 2024 to 15.6 pence: an increase of 6.1% over that of

2023. The increase compares to the 2.5% rise in CPI and

means that the growth in our dividends has exceeded UK

inflation over one, three, five and ten years. Indeed, the

growth in our dividends over the past decade, at 67.7%,

is almost double that of UK inflation over the equivalent

period (35.4%). Furthermore, our full year 2024 dividend,

as well as being our fifty fourth consecutive rise in annual

dividends, is our one hundred and fifty seventh annual

dividend payment for shareholders.

We continue to benefit from a strong financial position

with respect to both our revenue reserves (£116.2m),

which represent approximately one year of dividend

payments, and our capital reserves which stood at £5.3bn

at the year end. As both are potentially distributable, we

remain very well placed to continue our track record of

increasing annual dividends well into the future.

EFFICIENCY

I am pleased to report that our 2024 Ongoing Charges

figure fell to 0.45%, down from 0.49% in 2023. This

reduction in charges was driven, in part, by the benefits of

scale applying to our fee arrangement with our Manager

and by greater efficiency in terms of our expenses, relative

to an increased asset base.

The Board remains focused on delivering value for money

for shareholders as part of its performance objectives and

the Manager is also supportive of providing benefits of

scale for their clients. Following constructive discussions

with the Manager, I am pleased to advise that, from

1 January 2025, the Company’s management fee will be

paid at the rate of 0.3% on the first £3.5bn of the market

value of the Company (down from £4bn at present) and

at 0.25% on the value of the Company between £3.5bn

and £6bn. A new tier has been introduced, with a fee of

0.2% on market value above £6bn applying. From

1 January 2026, the level at which the 0.25% fee will

start to apply will fall further, to £3bn. These revised fee

arrangements will ensure that your Company remains

extremely competitively positioned relative to peers

and the Board believes that, along with our delivered

investment performance, this should position the

Company to both attract and retain new shareholders

over time.

BORROWINGS

We did not add to our total borrowings of £578.7m over

the course of the year. Our cash and cash equivalents

including short-dated Government bonds were reduced

from £166.5m to £91.1m. There was no Government bond

exposure at the year end. Our effective gearing level (with

debt at par and considering Government bonds as part

of our investment portfolio) fell to 8.6% from 9.9% at the

start of the year.

With our substantial long-term borrowings and low fixed

rates on our loans that extend to 2061, we remain very

well positioned to add value through investment in assets

which should be expected to deliver a superior return. Our

loans have a blended interest rate of approximately 2.4%,

which is far below current prospective rates which we

would pay for short and long-dated loans.

CHAIRMAN’S STATEMENT (CONTINUED)

7Annual Report and Accounts 2024

Strategic Report

REDUCING CARBON INTENSITY

The Board remains committed to transitioning the

Company's portfolio to net zero carbon emissions

by 2050 ('Net Zero'). The Manager’s approach to

Responsible Investment is set out on pages 18 to 26 and

shareholders will note that the portfolio’s carbon intensity

has increased in the last two years as a result of changes

within the portfolio. It is important to be aware that

progress towards Net Zero will not be in the form of a

straight-line trajectory and that there are several reasons

for this. The Company has an investment objective to

deliver growth in capital and income over time and the

Board considers that this remains the primary objective

for the Fund Manager. In the short term, delivering on

the investment returns objective might periodically

mean increases in the overall carbon intensity of the

portfolio but, over time, we intend to reduce it both

through investments in renewable energy and other

decarbonisation technologies, as well as engaging with

companies across our portfolio to ensure their activities

are aligned or aligning to Net Zero. As a result of that

engagement, companies are assessed as to whether

they are aligned, aligning, committed, or not aligned to

Net Zero and we also pay close attention to progress on

this alignment. More detail is given in the Responsible

Investment section of this report. The Board is also

cognisant that there might be short term disruption

and challenges in achieving its Net Zero target and it

has identified the failure to transition to Net Zero as a

principal risk.

BOARD COMPOSITION

Richard Robinson was appointed to the Board on 3 May

2024, replacing Tom Joy who stepped down from the

Board on 31 March 2024. Richard has been the Investment

Director of the Paul Hamlyn Foundation since 2009 and

has considerable investment management experience.

Edward Knapp will have served as a Director for nine

years in July this year. He will seek re-election at the

forthcoming AGM but will step down from the Board

in the second half of this year. We shall miss Edward’s

outstanding combination of investment, operational and

general management experience. His contributions to

the Board’s discussions on strategy and risk have been

particularly valuable. We will commence the process to

recruit his successor shortly and an announcement will be

made in due course.

F&C LECTURE

In June 2024, we held our biennial lecture. As well as

wanting to engage with our existing shareholders, we

continue our efforts to attract young investors and the

event was branded “F&C Live”, with the theme “Smart

choices: Navigating an Age of Social Change”. We had

some thought-provoking speakers who covered areas

such as artificial intelligence, demographics, disruptive

technology and geopolitics. It was very well received by

those who attended and you can view a recording of the

event, and interviews with the speakers, on our website at

fandc.com.

ANNUAL GENERAL MEETING

This year’s AGM will be a "hybrid" meeting, which will

enable shareholders who cannot attend in person to view

the AGM online and to participate by asking questions

and voting if they wish. Full details of how to do so are set

out in the letter that accompanies your Form of Proxy or

Form of Direction.

Voting will be conducted by way of a poll, and you are

requested to lodge your votes ahead of the meeting by

completing your Form of Proxy or Form of Direction in

accordance with the instructions. Its completion and

return will not preclude you from attending the meeting

and voting in person. If you are unable to attend the

AGM, you are requested to submit any questions you

may have with regard to the resolutions proposed at the

AGM, or the performance of the Company, in advance

of the meeting to fcitagm@columbiathreadneedle.com.

Following the AGM, the Fund Manager’s presentation will

be available on the Company’s website at fandc.com.

OUTLOOK

2024 saw a continuation of many of the market themes

from 2023. Performance from the Magnificent Seven

sent US equities to record highs and to record levels of

market concentration. It is noteworthy that recent equity

market gains have been fuelled by such a small number

of companies. However, there are expectations for a

broadening out of returns across equity markets over the

coming year.

The forecast for economic growth remains mixed for

2025. In the US, inflation is now expected to remain above

target for longer, with jobs and underlying activity still

showing strong readings. This is likely to leave only limited

room for the Federal Reserve to cut interest rates from

current levels. In Europe and the UK, signs of slowing

economic growth means central banks are expected to

cut rates over the coming year.

Equity markets, particularly the US, appear to be valued

with little room for disappointment. Whilst there is

investor enthusiasm for an expansionary policy mix

that includes tax cuts and extra fiscal spending from

the new US administration, investors continue to be

concerned over potential tariffs and the route the new US

administration will pursue regarding foreign policy. These

could act as headwinds for global growth and investor

sentiment in 2025. Furthermore, the current dominance of

a small cohort of leading companies may face challenges

from a number of areas including increased competition

or regulatory challenges.

Our robust corporate structure and long-term perspective

on investment opportunities is one of our great strengths.

Our long-dated senior notes provide fixed, low-cost

borrowings from which we can fund investments. Our

dividend, rising for a fifty fourth consecutive year, is fully

covered. We continue to hold significant revenue reserves,

which should help us to continue to meet our objective

of delivering above inflation increases in the dividend

over the coming years. Our Private Equity portfolio,

mainly focused on mid-market opportunities, remains well

positioned, after a relatively fallow period, to benefit from

future growth. Realisations in our portfolio managed by

Columbia Threadneedle Investments increased in 2024

and we hope to see that continue into 2025. Our recent

Growth and Venture Capital investments remain in the

early stages of their investment programmes, but we

remain optimistic over longer-term prospects there. There

are many reasons for caution and indeed recent events

relating to potential lower cost advances in AI illustrate

the potential for both market volatility and shocks but,

equally, the backdrop for financial markets does appear

positive for the coming years. Regardless of potential

short-term volatility, we remain resolutely focused on

long-term opportunities.

Beatrice Hollond

14 March 2025

CHAIRMAN’S STATEMENT (CONTINUED)

9Annual Report and Accounts 2024

Strategic Report

FUND MANAGER’S REVIEW

“DESPITE A VOLATILE AND RAPIDLY CHANGING MARKET

BACKDROP, OUR CONSISTENT APPROACH HAS SERVED

SHAREHOLDERS VERY WELL OVER THE LONG-TERM.”

MARKET BACKDROP

Equity markets generally performed well in 2024. Initial

concerns over a US recession receded and gave way to

optimism as inflation levels eased and economic data

remained resilient. Global equity indices posted strong

annual gains, albeit with significant divergence across

regions and sectors. Indeed, our market benchmark (the

FTSE All World Index of listed equities) returned +19.3%

in sterling terms, with US equities once again leading

the way in performance terms. Sentiment towards US

stocks was supported by encouraging economic data

and generally positive corporate earnings releases. The

‘Magnificent Seven’, technology, and other high-growth

stocks, drove the rally for much of the year, boosted by

ongoing excitement around the prospects for companies

with exposure to the Artificial Intelligence (‘AI’) theme.

The US stock market rose in the latter months of 2024,

following the US presidential election with the Republican

Party gaining control of both the Senate and House of

Representatives. Expected tax cuts and deregulation

provided a boost to the outlook for US corporate earnings

which has since been tempered by the impact of tariffs

and greater policy uncertainty.

Returns from other major equity markets outside of the

US were less strong but still positive. European markets

were hindered by a sluggish Eurozone economy and

by political uncertainty after far-right populist parties

performed strongly in EU elections in the summer.

There was further instability towards the year end as the

coalition government in Germany broke apart following

disagreements over national debt levels and French

Prime Minister Michel Barnier was ousted following a no-

confidence vote in early December. Separately, the threat

of fresh trade tariffs in the US eroded sentiment towards

European exporters.

UK equities also appreciated, despite suggestions that

the Bank of England could ease monetary policy more

slowly than central banks in other major regions. Changes

outlined in the new Labour Government’s Budget in late

October also concerned investors and led to a decline in

sterling as the year progressed.

Japanese shares performed well in the first half of the

year but were little changed in the second half. The

market sold off sharply in early August after the Bank

of Japan unexpectedly raised interest rates, although

F&C share price 2024 (pence per share)

925

950

975

1,000

1,025

1,050

1,075

1,100

1,125

1,150

Dec

2023

Mar

2024

Jun

2024

Sep

2024

Dec

2024

Source: Refinitiv Eikon

the lost ground was quickly recovered. Elsewhere,

emerging markets fared relatively well in aggregate,

despite meaningful divergence in regional returns. Latin

American markets performed poorly, but this was more

than offset by stronger returns in Asia. Chinese shares

overcame concerns about the country’s weak economy

and potential US tariffs. Beijing implemented interest-rate

cuts and a range of other policy initiatives to support

economic activity levels.

The persistence of inflationary pressures and some

hawkish commentary from US Federal Reserve officials

saw investors revise their forward-looking interest rate

forecasts in the US. At the beginning of the year, as many

as six rate cuts were anticipated in 2024, but by year

end consensus forecasts indicated the Federal Funds

rate would be lowered only once or twice more in the

year ahead, or by no more than 0.5% in total. This shift

exerted upward pressure on US Treasury yields; with the

yield on benchmark 10-year securities rising meaningfully

over the year, which weighed on returns from US and

global government bond indices. UK gilt yields rose even

more meaningfully, again as investors wound back their

expectations for interest rate cuts in the UK and became

concerned about the amount of borrowing planned by

the Labour government. While inflationary pressures

persisted, consumer price index inflation moderated over

the year and was close to targets in most key developed

economies by December.

As anticipated, the European Central Bank (the ‘ECB’) was

the first of the major central banks to lower interest rates,

cutting in June as inflation eased and growth remained

sluggish. At that time, the Federal Reserve and Bank of

England called for patience, citing concerns about services

inflation and wage growth. As inflation continued to ease,

however, both central banks subsequently announced

rate cuts, and the ECB continued its easing cycle. By year

end, key interest rates had been lowered by 1.35%, 1.0%

and 0.5% in the Eurozone, US and UK respectively. Figures

published in August showed a rise in US unemployment

which triggered recession concerns and prompted a 0.5%

rate cut by the Federal Reserve. The fear proved baseless

and the pace of rate cuts slowed.

It was a different picture in Japan, where the Bank of

Japan (the 'BoJ') finally abandoned its ultra-loose policy

stance. In March, the BoJ scrapped its yield curve control

policy and raised its key rate for the first time since 2007.

It then announced in June that it would scale back its

monthly bond purchases, before raising interest rates

again in July, to 0.25%. The second hike was somewhat

unexpected and triggered a sudden unwinding of the

yen ‘carry trade’ (where investors had borrowed yen at

low interest rates to invest in assets in other currencies

offering higher potential returns), which contributed to a

brief bout of global volatility.

INVESTMENT PERFORMANCE

Our investment strategy remains one of managing the

Company’s assets across a range of diversified investment

portfolios, each adopting its own individual investment

approach. Each portfolio invests on a global or a regional

basis using the wide range of skills and resources available

from the Manager or, in the case of part of our US

exposure, from external third-party managers. We invest

in both public and private equity opportunities across

the world and adopt this diversified approach to smooth

returns for investors, with the objective of securing growth

in both capital and income over the long term.

Year-end sector allocations and underlying geographic

exposures are shown in the tables overleaf.

LISTED EQUITIES

Amongst our regional strategies it was North America

which delivered the most positive return, with a gain of

27.7%. Japan (+14.9%) and Europe (+11.3%) also delivered

strong returns while emerging markets (+7.9%) again

lagged developed market returns.

Contributors to total returns in 2024 (%)

Portfolio return

(1)

19.1

Management fees (0.3)

Interest and other expenses (0.5)

Share buybacks 0.5

Change of value of debt 0.6

Gearing/other 1.6

NAV total return 21.0

Change in share price discount (4.1)

Share price total return 16.9

FTSE All-World total return 19.3

Source: Columbia Threadneedle Investments

(1) See Glossary of terms on page 116 for explanation of "Portfolio return".

FUND MANAGER’S REVIEW (CONTINUED)

11Annual Report and Accounts 2024

Strategic Report

Underlying Classification of Listed Investment

Portfolio as at 31 December 2024 (%)

Technology 29.4

Consumer Discretionary 17.1

Financials 14.3

Industrials 13.4

Healthcare 8.1

Energy 4.7

Utilities 3.2

Basic Materials 2.6

Real Estate 2.6

Consumer Staples 2.5

Telecommunications 2.1

Source: Columbia Threadneedle Investments

It was another year of extraordinary gains from leading US

stocks, with Nvidia (+176.5%), rising to become our largest

listed holding by year end. While a significant contributor

to our absolute returns, we were slightly underweight on

this stock relative to our benchmark index, as we were

with several other of the Magnificent Seven names. While

our light exposure in Apple (+33.3%) and Tesla (+65.7%)

detracted from our relative returns, these positions,

along with Alphabet (+38.7%), Amazon (47.2%), and

Meta (+69.3%) contributed to strong levels of absolute

performance from our portfolio. Amongst this group of

stocks only Microsoft (+15.1%), our second largest holding

at year end, lagged broader US market returns.

While we may regard underexposure to the Magnificent

Seven as an opportunity cost for our returns, a number

of our other holdings delivered similar, or better returns.

Among these names, Broadcom (+114.5%) and Taiwan

Semiconductor Manufacturing Company ('TSMC')

(+75.2%) both benefitted from enthusiasm over the AI

theme while Vertiv (+141.4%), a top performing stock in

2023, delivered another strong year, buoyed by improving

demand for their cooling services for data centres. Vistra

(+268.4%) was another strong performer, with AI demand

for energy driving strong returns.

Marked outperformance from index heavyweights in

the US led to another year of outperformance for highly

valued growth stocks. Lower rated value stocks, while

delivering respectable returns in the US, lagged once

again. The dominance of the mega-cap technology

names, and strong returns relative to the market, pushed

market concentration even higher. Consequently, the US

equity market ended 2024 representing around two thirds

of global (including emerging markets) equity market

capitalisation, while the group of seven leading stocks,

with Nvidia and its four largest customers (Amazon, Meta,

Microsoft and Alphabet), Apple and Tesla, accounted for

around a third of US stock market value. Rarely have we

seen such levels of market concentration and the 12%

excess return of the market capitalisation index of the S&P

relative to an equal weighted measure was again amongst

the highest seen since the “dot com” boom of the late

1990s. During the year, Nvidia and Microsoft joined Apple

as the only companies globally to have reached a market

value above $3trn. Indeed, Nvidia, up ninefold over two

Weighting, stock selection and performance over one year in each investment portfolio strategy and underlying

geographic exposure versus Index at 31 December 2024

Investment

Portfolio

Strategy

Our portfolio

strategy

weighting %

Underlying

geographic

exposure

(1)

Benchmark

weighting %

Our strategy

performance

in sterling %

Net index

performance

in sterling %

North America 41.7 64.5 67.2 27.7 26.3

Europe inc UK 8.3 20.0 13.7 11.3 4.2

Japan 4.1 5.7 5.7 14.9 9.7

Emerging Markets 4.9 7.7 9.9 7.9 9.4

Developed Pacific 2.1 3.5 (3.9)

Global Strategies

(2)

30.1 17.6 19.3

Private Equity

(3)

10.9 9.7

(1) Represents the geographic exposure of the portfolio, including underlying exposures in private equity and fund holdings.

(2) The Global Strategies allocation consists of Global Income, Global Value, Global Focus and Global Enhanced.

(3) Includes the holdings in Schiehallion and Syncona.

Source: Columbia Threadneedle Investments

years, added $2trn of market value in a little over a year,

a feat which took Microsoft almost five years, while Apple

managed this impressive feat in under four.

North America

Our North American returns (+27.7%) were ahead of the

benchmark (+26.3%). It was an excellent year for our

large cap growth strategy, managed by JPMorgan Asset

Management. This component of the portfolio delivered

a gain of 37.2%, exceeding that of the Russell 1000

Growth Index and it was the highest return of any of our

strategies in 2024. It was also a strong year for the US

value portfolio, managed by Barrow Hanley. While lagging

broader US market returns, its return of +22.0% exceeded

its comparator index (the Russell 1000 Value Index) by

more than 5%. Our slightly smaller allocation to US value

stocks, managed by Columbia Threadneedle Investments,

fared less well. It delivered a return of +14.4%, which

lagged the +16.6% return from the index over the year.

Finally, our allocation to North American core holdings,

also managed by Columbia Threadneedle Investments,

produced an impressive +28.3% return on the year,

exceeding comparator benchmark returns.

Netflix (+86.6%) was a notable contributor to the

performance of JPMorgan’s large cap growth strategy as

the company significantly exceeded earnings expectations

in the latter part of the year, leading to strong returns on

an absolute and relative basis. Increased forecasts for

future revenue growth boosted investor confidence for

Netflix as its subscriber count climbed towards record

highs.

The holding in Meta was also a meaningfully positive

contributor to returns. Having trimmed headcount by over

20% in 2023, Meta announced a $50bn share buyback

programme and a first ever dividend as part of its first

quarter earnings. This, combined with growth in digital

advertising, cheered investors. A relative underweight

stance in Microsoft was also helpful. It lost its position

as the world’s largest company and disappointed with

a lower than expected growth outlook for its cloud

business, Azure. Outside of these familiar names, Spotify

(+142.7%) delivered strong user growth and improving

financial returns.

On a relative basis, detractors from performance included

D.R. Horton (-5.4%), a constructor and seller of single-

family homes, due to concerns of a challenging supply and

demand environment and margin pressures. Regeneron

Pharmaceuticals (-17.3%) was also a relative detractor

from returns. For two successive quarters in the year,

sales of its eye drug Eylea were weaker than expected.

The drug is viewed as a key ingredient to Regeneron’s

growth story. For this strategy, and for the portfolio as a

whole, limited exposure to Tesla, which delivered a return

of +65.7% on the year, also detracted from relative returns.

Almost the entirety of gains in Tesla were delivered in the

last two months of the year, with the election of President

Trump fuelling optimism over prospects for that business

and that of its leader, Elon Musk.

The US value strategy managed by Barrow Hanley also

produced good returns in 2024, with Vertiv the top

relative performer. For Carnival (+37.0%), an owner-

operator of cruise ships, resilient consumer demand led

to an increase in revenues of more than 15% over the year.

Advance bookings moved to all-time highs in terms of

both price and occupancy. Carnival has ordered new ships

and is planning new destinations to keep up with current

demand. The sector, and stock, continues to recover

strongly from the depths of the Covid pandemic.

While the overall picture for performance from Barrow

Hanley was positive, the holding in Aptiv (-31.3%) , a

designer, developer and manufacturer of hardware

and software solutions for advanced safety features

in automotive equipment manufacturers, dropped

significantly following poor third quarter results. Another

detractor from returns was Halliburton (-21.7%). It

provides energy, engineering and construction services,

as well as manufacturing products for the energy industry.

The company posted lower than expected revenues in the

first half of the year, notably in North America, leading to

poor stock performance. Halliburton also faced challenges

from weather disruptions and a significant cyber attack.

Our US value portfolio, managed by Columbia

Threadneedle (+14.4%), modestly underperformed

the Russell 1000 Value benchmark. There were strong

contributions from Corning (+63.8%), a producer of

optical fibre, cable, and photonic components for

the telecommunications industry and from Williams

Companies (+65.5%), an energy infrastructure company

that connects hydrocarbon resources to markets for

natural gas, natural gas liquids and olefins.

FUND MANAGER’S REVIEW (CONTINUED)

13Annual Report and Accounts 2024

Strategic Report

Our position in Corning was a beneficiary of the broader

AI theme. Its strong performance was driven by increasing

adoption of new optical connectivity products for

Generative AI, which are primarily used within data

centres. Additionally, Corning outlined plans to add more

than $3 billion in annualised sales with incremental profit

and cash flow by the end of 2026. As investor confidence

for AI remained strong, there was robust demand for the

infrastructure needed to continue to facilitate growth.

The largest detractor from relative returns was AES (-29.0%),

an electric power distribution company which acquires,

develops, owns and operates renewable energy power

plants. The portfolio held a significant overweight position

throughout the year. The stock, however, fell 11% after the

company posted its third quarter results, which indicated

lower profit expectations over the remainder of the year

due to adverse weather and reduced margins. AES also

suffered, following the election of President Trump, around

concerns regarding rollback of the Inflation Reduction Act

and broader commitment to renewable energy.

The final, and smallest, component of our North America

exposure was that of our core strategy, managed by

Columbia Threadneedle Investments. Holdings in Vistra,

Booking Holdings (+44.1%), Broadcom and financials

Morgan Stanley (+42.4%) and Wells Fargo (+49.3%) were

all positive contributors to return.

Europe

Our European portfolio (+11.3%) substantially exceeded

the benchmark return (+4.2%) for the year, driven by stock

selection decisions. Outperformance came from several

areas, with the holding in financials, NatWest (+95.6%),

which almost doubled over the year, and Intesa Sanpaolo

(+52.2%), notable contributors alongside SAP (+63.9%)

and Cairn Homes (+76.6%).

NatWest was the most significant contributor to relative

returns in our European strategy during the year, despite

the weak UK economic backdrop, as sentiment recovered

following the CEO's departure. This event had left a bank

with a depressed valuation and investors rerated the stock

as profits continued to beat expectations. It was also

pleasing that longstanding holding Cairn Homes delivered

a strong return, as the Irish housebuilder delivered more

houses into a domestic market that remains short of

housing stock and where economic growth is strong. This

helped to support average selling prices. Government

support for housing has been strong with Cairn in some

instances selling stock direct to the state, increasingly

before completion, helping to drive higher returns on

capital and cashflow. After a strong 2023, CRH (+38.6%)

continued to deliver strong results as it benefitted from

its exposure to the US market and due to the movement

of its primary listing to the US which highlighted a very

attractive valuation relative to its peers there.

While overall results within our European portfolio were

excellent, there were some weak spots. Heineken (-27.5%)

delivered sales that continued to be weaker than expected

and, with growing evidence that the propensity to

consume alcohol is falling in younger age groups, we sold

the shares during the year. Our holding in TGS (-17.9%),

the Norwegian oil services company, also detracted from

returns. Demand remains weaker than previous cycles

due to less new oil exploration, but the industry has

consolidated, a theme continued by TGS’ takeover of its

domestic rival PGS. While this radically changes the shape

of the company, the benefits have yet to come through

and the ongoing business has been weak. We continue to

hold the shares as there are signs of exploration activity

increasing and the potential benefits from the acquisition

are substantial.

Japan

Our Japanese strategy (+14.9%) delivered strong levels

of excess return against its benchmark index (+9.7%).

Performance was primarily driven from stock selection

and a focus on investment in quality businesses with

a keen eye on intrinsic valuations. Sanwa (+93.5%), a

shutter manufacturer, delivered the best returns from our

Japanese portfolio while Itochu (+26.9%), an international

trading company, also performed strongly.

Our theme of identifying companies that are showing

an improvement in balance sheet efficiency was also

profitable during the year. Sankyo (+23.8%), which is

involved in gaming, produced strong returns since our

purchase, while the insurance company Tokio Marine

(+52.2%) also performed well. We also held exposure

to companies which are well placed to benefit from the

ongoing, but gradual, normalisation in monetary policy

of the Bank of Japan. Financial holdings Mitsubishi UFJ

(+43.2%) and regional bank Nishi Nippon (+17.3%) both

performed well in an environment where the central bank

began to raise interest rates above zero.

Emerging Markets

Our emerging markets strategy returned +7.9% in

2024, slightly lagging the benchmark return of +9.4%.

Key contributors at the stock level included FPT Corp

(+79.6%), Max Healthcare (+63.3%), Trip.com (+99.4%)

and the underweight position in Samsung Electronics

(-38.5%). FTP reported strong revenue growth, driven by

IT services while Max Healthcare continues to execute its

strategy effectively and recent acquisitions are adding

further growth visibility. Samsung is struggling with

technological catch up with key peers, both in memory

and in chips (relative to TSMC) and in white goods and

phones against rising Chinese competition globally.

Key detractors at the stock level included Wizz Air

(-35.7%), Jeronimo Martins (-22.6%) and AIA (-12.8%).

Wizz Air’s fleet has been experiencing engine issues and

supply constraints which have been impacting its cost

structure, dampening profit expectations and impairing

capacity expansion. The demand outlook for budget

airlines looks healthy and it has the orders in place to

improve average seat revenues with deliveries of Airbus

A321neo aircraft pending. However, near term results

are likely to be volatile due to the constraints mentioned

and the position was exited during the year. Jeronimo

Martins is coming off a high base of 20% growth last year.

However, the market was concerned over rising costs and

deflation worries. The company remains in a positive net

cash position and there may be a positive impact from the

potential new store rollout in Colombia, as well as market

share gains which will be supportive for growth in the

long term. Furthermore, it is currently the largest private

sector employer in Poland with a strong focus on growing

the business sustainably. AIA’s results have been solid,

with business volumes at all-time highs, however, the

business mix has shifted towards lower margin sectors,

which is to be expected in this consumer environment.

The stock has suffered from pessimism towards China.

Global

The combined return from our Global strategies of +17.6%,

lagged that of the index (+19.3%). We started the year

with exposure to Global Income, Global Focus, Global

Enhanced and Global Value. While our exposure to

Global Focus (+25.4%) significantly outperformed global

benchmarks, the other exposures did not.

Our Global Income allocation, which targets a diversified

exposure to stocks that provide a higher dividend yield

than the market, returned +14.7%. This was ahead of

high yield index comparators but was behind the broad

global equity benchmark. This strategy remains helpful

for management of our overall revenue and has, over a

period of more than a decade, delivered results which

have matched broad index returns, while providing a

higher income for the Company. The underperformance

of this strategy was wholly explained by under-exposure

to the lowly yielding Magnificent Seven stocks. Booking

Holdings, Vistra and Morgan Stanley were all positive

contributors to relative returns.

Private Equity portfolio

Commitment outstanding

31 December 2024

£’000s

Value of holding

31 December 2024

£’000s

Total Private Equity portfolio

(1)

Brought forward

423,381 594,051

Committed in 2024

(2)

31,767 –

Commitments written off as funds liquidated

(4,788) –

Cash drawn in 2024

(2)

(88,107) 88,107

Cash returned in 2024

(2)

– (91,538)

Valuation movements

(3)

– 43,837

Exchange movements

(3)

3,478 2,135

Total Private Equity portfolio

(3)

Carried forward

365,731 636,592

(4)

(1) Exchange rates ruling at 31 December 2023

(2) At actual exchange rates in 2024

(3) Exchange rates ruling at 31 December 2024

(4) Total does not include investments in Syncona and Schiehallion, which are classified as Level 1 investments.

Source: Columbia Threadneedle Investments

FUND MANAGER’S REVIEW (CONTINUED)

15Annual Report and Accounts 2024

Strategic Report

During the year, we divested entirely from the global value

strategy managed by Pyrford International (an investment

boutique that operates independently within Columbia

Threadneedle Investments). The strategy again lagged

global index returns, with the underweight stance on the

highly performing US market and overweight position

on Asian equities both being detrimental to returns. A

zero weight in stocks including Nvidia, Microsoft, Apple,

Amazon and Meta drove a substantial portion of the

underperformance.

Our Global Enhanced strategy, managed by Columbia

Threadneedle Investments manages the exposure to

style and risk factors, such as country risk, and targets

an excess return. In 2024, however, the strategy returned

+15.8%, underperforming its global benchmark.

Top performers in this strategy were holdings in Booking

Holdings and Vistra. Booking Holdings surged towards

the end of the year, after earnings showed robust

performance across business segments. An underweight

position in Amazon, Nvidia, and Tesla did, however, drag

on relative returns for the strategy over the year.

Over 2024, our Global Focus strategy that we funded

towards the end of 2023, generated a +25.4% return,

placing it well ahead of the global benchmark. At a

stock level, key contributors were Howmet Aerospace

(+106.7%), Nvidia and TSMC. Howmet Aerospace, the

leading aerospace equipment provider, was the single

largest contributor to performance last year. The

company reported strong results that consistently beat

expectations. The results have been supported by the

robust demand for air travel, which is now exceeding

pre-pandemic levels. TSMC, as the leading and largest

semiconductor manufacturer, benefitted from the strength

in the wider technology sector.

Insulet (+22.7%) was another key contributor. The US Food

& Drug Administration provided approval and clearance

that its wearable insulin device (Omnipod 5) could be used

for people with Type 2 diabetes, as well as Type 1. This

approval came in earlier than expected and allows Insulet

to formally market its new product to around six million

people living with Type 2 diabetes in the US.

Key detractors included Elevance Health (-19.2%)

and Keyence (-4.7%). Our position in Elevance

Health detracted after the company cut its forecasts

and reported weaker than expected profits, citing

unprecedented challenges in its Medicaid business.

We have now exited the stock. Holding Keyence also

detracted this year. Even though the company has

continued to deliver on its results, the shares have been

impacted by the challenges in the wider automation

industry.

PRIVATE EQUITY

After a relatively subdued period for our Private Equity

portfolio, we enjoyed a robust return from our private

market exposure, with a total return of 9.7%.

2024 showed an improvement across both deal flow and

exit values in private markets. Our programme managed

by Columbia Threadneedle Investments delivered a return

of +7.9% and over the year we received a net distribution

of £27.5m from our investments (distributions of £72.6m

less calls of £45.1m). Our exposure with this programme

tends to be focused on mid-market businesses where

valuations are attractive and where these businesses have

high levels of cashflow generation. Indeed, we exited

several positions over 2024, including our co-investment

in pet supply retailer, Jollyes, (for £29.9m) which delivered

a 3.7x return on investment and 27% Internal Rate of

Return (IRR), and Coretrax (for £23.1m), the provider of

oil and gas wellbore clean-up and abandonment services

(at 1.7x cost and 11% IRR). We also exited secondary fund

investment, NEM Impresse (for £5.5m and at 1.3x return at

7% IRR). We also enjoyed an uplift (+28.5%) in the value

of Inflexion Strategic Partners, the investment in leading

UK mid-market private equity firm Inflexion, reflecting the

strong growth in assets under management and continued

strong financial performance.

Over recent years we have looked to access leading global

growth and venture private equity managers through our

bespoke Pantheon Future Growth programmes. These

programmes had $360m of total commitments, across

two vintages. Investments in these programmes have a

long-time horizon, and we remain several years away from

being fully drawn on our commitments. Whilst the recent

improvement in broader private markets is a benefit, we

continue to take a long-term perspective regarding this

exposure in our portfolio and it was pleasing to see an

uplift in performance, with our exposure showing positive

progress in its holding valuation over the year.

Syncona (-14.4%), a backer of healthcare companies, had

poor returns for a second consecutive year. However,

our position in Schiehallion (+50.2%) had a strong year.

It is managed by Baillie Gifford and invests in late-stage

disruptive technology businesses. Schiehallion's holding in

SpaceX has risen to almost 10% of its portfolio, following

the recent valuation of SpaceX at $350bn.

Older fund investments which we largely hold with

Harbourvest and Pantheon returned £10.7m during the

year. We continue to work with the managers to realise

value from these holdings as they head towards their

end of life. They represented approximately 0.5% of total

portfolio value as at end of 2024.

Overall, our private equity holdings were a drag on returns

over the year but have been a good contributor over the

long run and we are well placed in terms of prospective

growth.

PORTFOLIO ACTIVITY

We made several changes to our portfolio allocations

during the year and were net sellers of equity holdings,

in part to fund a rise in share buyback activity. We

reduced exposure to UK, European and emerging markets

equities in the early part of the year and all these regions

underperformed in 2024.

As already mentioned, we divested in entirety from the

value strategy managed by Pyrford International. The

proceeds were reallocated to our Global Focus and Global

Enhanced strategies. Both strategies were originally

funded in 2023 and provide exposure to diversifying

portfolios which, respectively, focus on high quality

businesses with faster than market growth prospects, and

companies with attractive growth prospects at reasonable

prices.

Finally, in our private equity exposure we continued

to make selective commitments to our programmes

managed by Columbia Threadneedle Investments and

Pantheon.

REVENUE RETURNS

It was another strong year for our gross income and our

net return per share, both of which reached new highs,

rising by 4.8% and 7.5% respectively. Net revenue return

per share climbed to 17.01p on the year, from 15.83p in

2023. Special dividends added £3.6m to our income

(£4.4m in 2023), whilst the impact of the change in the

value of sterling detracted £3.4m from our revenue over

the year, compared with a £0.6m negative impact in 2023.

It is pleasing to report a rise in our revenue which

exceeded inflation and, as our planned dividend payment

of 15.6p for the full year is less than our annual revenue,

we will modestly increase the level of our revenue

reserves, which ended the year at £116.2m. Subject to

the approval of shareholders of the final dividend at

the forthcoming AGM, we will deliver our fifty fourth

consecutive annual dividend increase for shareholders.

GEARING/BORROWINGS

Our gearing stood at 8.6% at the end of the year, below

our starting year level of 9.9%. Gearing added 1.6% to our

NAV total return on the year, whilst the effect of another

rise in Government bond yields was to reduce the fair

value of our debt, which added 0.6%.

At year end, our total borrowings were £578.9m in

aggregate and we held £91.1m in cash. The blended

average interest rate on our outstanding loans was 2.4%,

which remains exceptionally low by historic standards.

Over the long run, we expect the returns from the

investments made from these borrowings to exceed the

cost of our debt and therefore to be accretive to NAV

returns.

CURRENT MARKET PERSPECTIVE

Despite extended valuations and a volatile background

under the new US administration, global equity markets

generally remain well supported by fundamentals. The

US continues to demonstrate resilience in terms of both

economic and earnings growth and, while inflation

remains modestly above the target of the central bank,

it does remain low enough to allow for further cuts in

interest rates as the year progresses. Impending cuts

in both federal spending and employment have added

uncertainty to the economic outlook. A rapid fiscal

withdrawal will impact on growth. Outside of the US, in

developed economies, progress has been more muted

but, in Europe, the prospect of a material loosening in

fiscal policy, particularly in Germany, should boost growth

prospects there.

While a combination of robust earnings growth alongside

an easing in monetary policy presents a relatively positive

backdrop for equity markets, President Trump has

FUND MANAGER’S REVIEW (CONTINUED)

17Annual Report and Accounts 2024

Strategic Report

already signalled a willingness to use tariffs, and other

means, to re-order existing local and global relationships.

Higher tariffs and uncertainty over the regime for global

trade may well hamper growth and raise inflation at the

margin, with both corporates and consumers impacted

negatively. Indeed, though still early in President Trump’s

second term, there are already signs that his approach

may unnerve investors and weaken both consumer and

business confidence.

While the policy of ‘America First’, and tariffs, may hinder

its own growth prospects (while raising inflation), the US

appears well positioned relative to other regions to deliver

superior growth. Europe and emerging markets, especially

China, however, face significant risks in coming quarters

and much will depend on how much of the rhetoric

translates into concrete and substantial action. We remain

vigilant to these risks.

In addition to the threat of tariffs there are signs that

government bond markets are reluctant to digest more

issuance of debt to fund the spending plans of new

political leaders. The UK Government has already felt the

acute, albeit short term, pressure which can be exacted

when the market determines that long term interest rates

must rise to compensate for plans for increased issuance.

In 2025, with major developed economies running large

fiscal deficits, there remains a risk that the bond market

will temper excessively expansionary policy, which may

act as a brake on growth.

As well as challenges emanating from trade and

geopolitics, the US equity market faces risks from current

market leaders. With historically high valuations and

record levels of market concentration, where a narrow

group of stock market leaders constitute a high portion

of overall market value, the perceived dominance of their

respective market positions may well be tested in coming

years. Already, with the announcement that a small

Chinese technology company could produce impressive

AI models at a fraction of the cost of the current leaders,

there are fundamental questions over what this means

for those companies that have deployed substantial sums

in capital expenditure for equivalent results. If AI can be

produced and deployed more cheaply on a large scale,

this could not only pull forward productivity benefits

but also redistribute prospective gains across and within

the market. Recent developments can certainly be

regarded positively, with a potential boost to productivity

enhancing corporate earnings, though companies reliant

on capital and infrastructure spending in the AI goldrush

may well face further tests ahead.

While AI presents an opportunity for widespread benefits,

which should be positive for equities, optimism over

perceived ‘winners’ from this theme has pushed equity

valuations towards elevated levels. It has also exacerbated

the valuation gap between those which are directly

exposed to this, and related technological themes, and

those which are not. Our expectation is that returns

within the equity market will likely continue to broaden,

reflecting slowing (but still superior) earnings growth

from current market leaders. Our investment portfolio

continues to be diversified and we believe that a balanced

approach remains appropriate for our shareholders.

Technological change is continuing to exert significant

influence on both the winners and losers within the equity

market but we remain resolutely positive on the long-

term impact of technology in driving future productivity

improvements, corporate earnings and equity returns.

Opportunity, however, extends beyond the technology

sector and beyond those companies who currently lead

the market, in terms of scale and in terms of recent

returns. We continue to focus on long-term opportunities,

adopting a diversified approach, looking to identify high

quality businesses which are attractively valued with

the ability to deliver superior growth. Despite a volatile

and rapidly changing market backdrop, our consistent

approach has served shareholders very well over the long

term.

Paul Niven

Fund Manager

14 March 2025

OUR APPROACH TO RESPONSIBLE

INVESTMENT

AS STEWARDS OF MORE THAN £6 BILLION OF ASSETS, WE BELIEVE INVESTING

RESPONSIBLY IS FUNDAMENTAL TO LONG-TERM WEALTH CREATION. IN THIS

RESPECT THE COMPANY BENEFITS FROM THE MANAGER’S APPROACH TO

ENVIRONMENTAL, SOCIAL AND GOVERNANCE ISSUES.

OVERVIEW

We believe that good financial outcomes are more likely to

be achieved if we fully understand the risks and opportunities

that relate to the markets in which we invest. Environmental,

Social and Governance ('ESG') factors are critical components

of this understanding. As a responsible investor we need to

ensure that we, and the companies we invest in, have a robust

approach to managing environmental and social risks and

opportunities. We also expect good governance practices

which we believe positions issuers better to manage risks,

identify opportunities and deliver sustainable growth. We

have a Manager that integrates material ESG factors into its

research, investment and stewardship activities.

Our approach covers our own governance responsibilities on

matters such as the composition of the Board, as well as the

responsible investment approach of the Manager regarding

our portfolio of investments. In setting and reporting on our

responsible investment policies, we have considered relevant

regulatory guidance including the Companies Act 2006 (the

'Act'), the UK and AIC Corporate Governance Codes and the

Task Force on Climate-related Financial Disclosures ('TCFD')

(1)

The primary purpose of this report is to provide shareholders

with a clear understanding of our approach to responsible

investment and how that is integrated into the Manager’s

investment process. It also outlines how we are implementing

our commitment to achieve a Net Zero carbon portfolio

by 2050. We also explain our stewardship in terms of

engagement with portfolio companies and our voting practice;

how we measure our progress; and how we have performed

against those measures. We recognise the importance of

disclosing information that is relevant, reliable and, as far as

possible, ensuring that it is presented in a consistent way from

year to year in order that our progress can be assessed.

OUR APPROACH

Whilst we are cognisant of the importance of ESG factors, the

Company is not an investment trust with specifically targeted

ESG or sustainable characteristics. However, as part of its

overall risk management process, the Manager integrates

the consideration of financially material ESG factors into its

research and investment process and encourages issuers to

manage these ESG risks and opportunities better through

its engagement and voting activities. Consideration of these

factors can help assess future investment risk and unlock

potential new investment opportunities.

In 2024 we broadened our approach beyond the primary

focus on climate change and agreed four priority themes:

Social Media and Responsible AI, Human Rights, Net Zero

and Biodiversity. The case studies at the end of this section

demonstrate some of the engagement that the Manager has

undertaken on these themes during 2024.

The impact of climate change on the value of the Company's

investments has been considered and more information

is given in the following pages and in note 2(c)(xiii) to the

Accounts.

With respect to the listing of its shares on the New Zealand

Stock Exchange, the Company relies on an exemption from

the climate-related disclosure requirements imposed under

New Zealand law (specifically the requirements of part 7A

of the New Zealand Financial Markets Conduct Act 2013).

The Company is able to rely on this exemption as a result of

its listing on the London Stock Exchange and because the

Company does not have a "large presence" in New Zealand.

ACTIVE OWNERSHIP

The Manager engages with issuers on ESG factors that

could have a material impact on their businesses and, where

necessary, encourages improvement in management practices

that it believes could help drive financial returns. Use of

our voting rights is an important component of our active

ownership approach. In the absence of explicit instructions

from the Board, our Manager is empowered to exercise

discretion in the use of the Company's voting rights, in

accordance with its own corporate governance policies.

(1) The TCFD was disbanded in December 2023, after its final status report was issued. However, companies continue to utilise its climate

reporting framework.

19Annual Report and Accounts 2024

Strategic Report

The Manager’s active ownership activities are supported by a

breadth of policies, including on corporate governance, proxy

voting, engagement and investment strategy-specific policies.

These support and inform the Manager’s engagement and

voting activities on behalf of its clients and are available on

its website at columbiathreadneedle.com. The Manager is a

signatory of the UK Stewardship Code and its statement of

compliance can also be found on its website.

EXCLUDED INVESTMENTS

Whilst the focus of our Manager's approach is to incorporate

material ESG issues into investment decisions and to engage

with issuers on ESG factors that could have a material

impact on their businesses, the Board believes that there

are some business activities which are incompatible with a

responsible approach to investment and where exclusion

or divestment are the only options: namely, controversial

weapons, tobacco production and thermal coal. We exclude

companies with exposure to these activities which exceed

certain revenue thresholds.

PRIVATE EQUITY

Many aspects of our responsible investment activities and

reporting focus on our listed equity investments. However,

these issues are equally significant in private markets.

Whilst obtaining consistent data and metrics from private

equity managers is a challenge at present, our Manager

believes that there are approaches that can be effective in

identifying responsible investment risks and opportunities.

The Manager regularly engages with the underlying

private equity managers to understand their current ESG

approaches and their plans to develop these in the future.

The Manager recognises the importance of managing

climate-related risks and opportunities effectively to protect

long-term investment returns. In June 2024, the Manager

published its updated Climate Report, detailing how it

manages climate-related risks and opportunities, in line with

the recommendations of the TCFD.

During 2024, in accordance with the deadline for complying

with regulations set by the Financial Conduct Authority

(‘FCA’), the Manager also published a TCFD disclosure

specific to the Company’s portfolio. This report, which

is available on the Company's website, provides data on

the portfolio’s carbon footprint and the largest individual

contributors to it by individual issuer and sector, as well as

the overall Net Zero alignment of the portfolio. We have

included much of this data in this Annual Report.

The Board has stated its commitment to transition the

Company's portfolio to net zero carbon emissions by 2050.

Our Manager’s methodology is based on the Net Zero

Investment Framework

(1)

(‘NZIF’). This is used to implement

the transition and to assess investee companies’ performance

on a number of criteria relating to how they manage their

greenhouse gas emissions and their Net Zero strategy.

CLIMATE CHANGE AND OUR NET ZERO COMMITMENT

Weighted average carbon intensity

(3)

(Scope 1 +2)

(tCO2e/$m revenue)

(2)

2019

FCIT

Benchmark

(3)

Tons CO2e / sales $m

185

100

150

200

125

2020

158

Source: MSCI ESG

2021

155

124

2022

165

137

136

2023

138

2024

121

100

150

200

(1) See www.parisalignedinvestment.org for further details.

(2) WACI shows the emissions impact of companies as a proportion of sales. It is calculated by dividing greenhouse gases (‘GHG’) emissions by the revenue

generated by companies held. It is reported in GHG per $m of underlying revenues of holdings in the portfolio. A low score indicates that a fund invests in more

carbon-efficient companies.

(3) See Glossary of terms on page 116.

The Company aims to have at least 70% of portfolio

emissions in companies that are either aligned to a Net Zero

pathway (i.e. the investee company meets expectations

in all relevant categories) or under engagement. In 2024,

OUR APPROACH TO RESPONSIBLE INVESTMENT (CONTINUED)

this figure was 78%, thus achieving this target. We hope to

achieve portfolio carbon emissions reductions through the

actions of our investee companies as they adopt emissions

targets and transition plans. However, the Company may

ultimately choose to divest from companies that are

unresponsive and/or fail to meet its expectations.

PERFORMANCE IN 2024

As shown in the above chart, the carbon intensity of the

portfolio is broadly unchanged from the previous year end.

The single largest contributor to the portfolio’s carbon

intensity was US electric utility Vistra. Our Manager has

engaged with Vistra since 2018, when it was at a very

early stage in developing its overall sustainability strategy.

Since then, it has made significant progress in developing

its decarbonisation approach. In 2020 it announced a

strategy to retire fossil fuel assets and grow its zero-carbon

generation portfolio. The company now runs 7.8GW of zero-

carbon generation in total. So far, this has resulted in a 50%

fall in emissions from the firm’s 2010 baseline year, showing

good progress toward its 2030 target. With over 4.5GW

of fossil fuel-fired power plants scheduled for retirement

by 2027, we expect the company’s emissions to fall further.

Since the beginning of the new financial year, for investment

reasons the Company has sold its holding in Vistra.

Our Manager has provided further information on how to

interpret climate data

(1)

for investment portfolios.

OUR NET ZERO APPROACH

As referenced above, our Manager is using the NZIF as a

basis for its approach and has published details of how it is

implementing this methodology

(2)

for equities and corporate

credit. Our methodology has three main components:

1. Company level assessment. Using a range of data

sources, our Manager has created a framework to assess

companies’ performance on a number of criteria relating

to their emissions management and strategy. This

framework is used to assign an alignment rating:

• Aligned – meets expectations in all categories

• Aligning – meets core expectations

• Committed – has committed to set a Net Zero

target

• Not aligned – does not meet expectations

• Not assessed – outside model scope

2. Net Zero stewardship. Consistent with client

expectations, our Manager engages with issuers in

companies and sectors where they believe climate

risk may be financially material, with a focus on heavy

greenhouse gas emitters and those with high exposure

through their value chain and product mix.

3. Portfolio-level financed emissions target setting. As

well as issuer-level analysis, our Manager also aims to

compare portfolio-level financed emissions with a Net

Zero aligned benchmark trajectory. Portfolio-level data

is seen as an accountability tool, to monitor how well

investment and stewardship activities are working in

achieving actual reductions in emissions.

The following charts show the Company’s progress on

company-level alignment and financed emissions intensity.

(1) https://docs.columbiathreadneedle.com/documents/ESG Viewpoint_Challenges of realising zero-carbon cement.pdf?inline=true

(2) https://docs.columbiathreadneedle.com/documents/Net Zero Investing - Columbia Threadneedle Investments Approach.pdf?inline=true

(3) Sum of the GHG emissions of each portfolio company, weighted by the proportion of each company that the portfolio holds

Aligned 0.2%

Aligning 51.3%

Committed 28.1%

Not Aligned 20.2%

Not Assessed 0.3%

Company-level alignment status, as a % of total portfolio financed emissions

(3)

Aligned 0.8%

Aligning 45.9%

Committed 28.5%

Not Aligned 24.0%

Not Assessed 0.8%

2023 2024

21Annual Report and Accounts 2024

Strategic Report

The grey line in the chart above represents a Net Zero

aligned benchmark trajectory. It is based on taking the

financed emissions intensity of the FTSE All-World Index,

which is the market benchmark for the Company, as at the

end of 2019 and reducing this by 50% by 2030. The bars

represent financed emissions intensity for the Company,

showing data as at the end of the last four financial years.

Our aim is, at a minimum, to keep financed emissions within

the Net Zero trajectory for the benchmark and, over the

longer term, we strive to outperform this target. Having said

that, we may choose to retain our investments in certain

higher-emissions companies and sectors if we feel those

companies are strongly aligned to Net Zero or that our

engagement is making good progress. Actively engaging

with companies in the highest greenhouse gas and carbon

emitting industries to drive change to greener practices

is a key element of our Manager's approach. We engage

with companies that we believe are not yet addressing

material climate risks adequately. We are focusing currently

on companies which are not yet aligned and are high

contributors to portfolio emissions.

If companies fail to respond and continue to fall short of

our minimum expectations, we may consider divesting

our holding. This approach applies to our listed equity

holdings. Different considerations apply to private equity,

where data is not available in the same way and Net Zero

methodologies are more nascent (see below).

CLIMATE CHANGE AND PRIVATE EQUITY

Disclosure, strategies and targets continue to improve

within the private equity asset class, as evidenced in the

annual survey of General Partners ('GPs') carried out by

Columbia Threadneedle Investments. It found that there

has been a notable rise in GPs tracking emissions, with 74%

tracking some or all their portfolio, up from 62% in 2023. Of

this total of 74%, 67% also report their emissions, compared

with 58% in 2023, a marked improvement.

The number of GPs with a Net Zero target in place

increased from 17% in 2023 to 23% in 2024, with a further

5% expected to implement a target in the next 12 months.

One of our European mid-market private equity investors

set a Net Zero target in line with the Net Zero Investment

Framework to ensure 50% of its portfolio of investments

has a Net Zero target by 2030 and 100% by 2050. Most of

the GPs use the Science Based Targets Initiative ('SBTi')

(1)

the Net Zero Asset Managers initiative ('NZAM')

(1)

or TCFD

in order to assess Net Zero.

100

2021 2030

Net Zero aligned benchmark trajectory

Financed emissions intensity,

tonnes CO2e/$m invested

2022 2023 2024 2025 2026 2027 2028 2029

F&C

Note: the 2023 figure has been restated. As a result of an error in

the calculation, the 2023 figure was previously understated as

40 tonnes CO2/$m invested.

Source: Columbia Threadneedle Investments & Refinitiv Eikon

† Shows the financed emissions of the Company in relation to the amount

invested. We calculate the total emissions of the companies held using the

same method as for total emissions calculation (shown above). We then

express this as a proportion of each $m invested in the portfolio.

Financed emissions intensity

†

(1) See Glossary of Terms on page 116.

votes with

management 92%

votes against

management 8%

VOTING

Exercising the right to vote is a key part of our stewardship

responsibilities. It is an impactful tool for driving improvement

in company practices and market standards, as well as for

re-enforcing the objectives set in engagement. The Manager

applies its voting policy to all listed portfolio holdings. During

2024, it voted against management on 8% of proposals. This

compared to 13.2% in 2023 and 21% in 2022. There are several

reasons for the decrease in the number of votes cast against

management, including increased access to management

and boards, where the Manager can have direct discussions

on potential improvements that encourage alignment with

its voting policy; a tightening of the regulatory environment

that requires companies across sectors and markets to

adhere to global best practice; and the annual update to its

voting policy that takes into account new market trends, local

market best practices and other factors.

The highest number of votes against management related

to compensation and director elections. The Manager did

not support 14% (2023: 24%) of all management resolutions

relating to compensation, often due either to concerns around

the incentive reward disclosure or a misalignment between

pay and long-term performance. Levels of overall quantum

and grants through vehicles such as an annual bonus scheme

or long-term incentive plan should be designed to promote

sustainable, long-term shareholder value creation and reflect

the executives’ work and contribution to the company.

Votes against management on director elections were

commonly related to board structure, particularly on

independence but also on diversity and tenure. Boards

should have a diverse representation of skills, background,

and expertise that can manifest in a variety of ways. Non-

executives should be primarily independent of the company,

although we recognise that, in certain cases, connected non-

executives have a valuable role to play.

Each year the Manager’s proxy voting and corporate

governance analysts lead a review of its voting policy, with a

view to updating, where necessary, the principles that form

the basis of the Manager's approach.

393 UNIQUE

MEETINGS VOTED

OUR APPROACH TO RESPONSIBLE INVESTMENT (CONTINUED)

23Annual Report and Accounts 2024

Strategic Report

2023

Climate Change 24%

Environmental Stewardship 12%

Business Conduct 4%

Human Rights 10%

Labour Standards 18%

Public Health 7%

Corporate Governance 25%

714 ISSUES RAISED

WITH 164 LISTED

COMPANIES ACROSS

26 COUNTRIES.

During 2024, the Manager engaged with 139 listed

companies in the Company’s portfolio on issues that could

have a material impact on their businesses and, where

necessary, to encourage improvement in management

practices that it believes could help drive financial returns for

clients. In 2024, the Manager’s stewardship activities were

further integrated with the firm’s fundamental investment

research process. This led to enhanced analysis on individual

engagement activities and greater collaboration with

fundamental research analysts and portfolio managers,

resulting in more in-depth engagement dialogues on a more

focused set of issues.

Corporate governance continued to be a key topic

for engagement, accounting for 27% of issues raised

with companies. Well-governed companies are better

positioned to manage risks, identify opportunities and

deliver sustainable growth and returns. Within this theme,

remuneration, board effectiveness and board diversity were

among the topics discussed.

Climate change was also a significant area of engagement

within the portfolio during 2024. Our Manager continued

to engage companies on their Net Zero strategy as well as

energy transition. This included a discussion with Ryanair’s

sustainability team on the airline’s climate strategy; speaking

to Exxon Mobil to understand better its investments into

low carbon solutions; and meeting with Shell to discuss its

updated energy transition strategy.

An example of biodiversity-related engagement during 2024

(which is included within the environmental stewardship

statistics shown below) included Smurfit Westrock’s forestry

assets and pulp mill in Colombia. The Manager aimed to

assess the company’s sustainable forestry practices and

the environmental impact of its operations, amongst other

things. Overall, the Manager was impressed by its practices

and particularly pleased to see the improvements it has made

on its management of operational impacts on biodiversity,

which has been a focus of its engagement for the past two

years.

With regard to the Company’s priority theme of Social Media

and Responsible AI, engagements were made during the

year with various technology companies including Apple and

Meta, which are included in the human rights engagement

statistics shown below.

ENGAGEMENT

2024

Climate Change 28%

Environmental Stewardship 15%

Business Conduct 5%

Human Rights 10%

Labour Standards 13%

Public Health 2%

Corporate Governance 27%

405 ISSUES RAISED

WITH 139 LISTED

COMPANIES ACROSS

23 COUNTRIES.

AMAZON.COM INC

(2.1% OF THE COMPANY’S PORTFOLIO)

THEMES: CLIMATE CHANGE, HUMAN RIGHTS, ENVIRONMENTAL STEWARDSHIP, LABOUR STANDARDS

SUBTHEMES: ENERGY MANAGEMENT, WATER STEWARDSHIP, HUMAN CAPITAL MANAGEMENT

Background

Amazon is a leading online retailer and web service

provider that offers a range of products and services

to customers from electronic devices, media content

and on-demand technology services. As a leading

e-commerce and cloud computing company, Amazon

faces various environmental and social risks across its

operations and supply chain. We met with Amazon’s

ESG engagement specialists to discuss their views

on the impact of potential trade policies, their human

capital strategy, and their water and energy strategy for

Amazon Web Services ('AWS') data centres.

Action

Regarding potential import tariffs on Chinese goods

in the US, Amazon believes that compliance would

primarily lie with third-party sellers in their supply chain,

potentially affecting supply chain resilience to some

extent. On human capital management, Amazon has

implemented several feedback channels and robotics

to improve working conditions in fulfilment centres.

However, we encouraged the company to identify and

disclose metrics to assess the effectiveness of these

measures, such as tracking and resolving material

grievances. In relation to AWS data centres, Amazon

considers siting decisions aligned with customer

expectations and resource availability. On energy

management, the company works on the principle of

additionality. It offsets its energy usage by investing

in renewable energy projects where it deems these

to be most impactful and cost-effective, rather than

adopting a 24/7 carbon-free energy matching approach.

Amazon has also built a water risk dashboard based on

assessments in order to prioritise regions for greater

water saving and recycling intervention.

Verdict

We are encouraged by Amazon's long-term Net Zero

and water-positive goals, as well as its efforts to improve

working conditions and human capital management.

However, we believe these commitments should be

validated by interim, publicly disclosed targets in

order to assess progress more effectively. Amazon's

approach to energy and water management for AWS

data centres is commendable. We intend to continue

our engagements in order to drive further transparency

and accountability on material ESG issues across the

company's operations and supply chain.

ENGAGEMENT CASE STUDIES provided by our Manager

OUR APPROACH TO RESPONSIBLE INVESTMENT (CONTINUED)

25Annual Report and Accounts 2024

Strategic Report

COSTCO

(0.6% OF THE COMPANY’S PORTFOLIO)

THEMES: HUMAN RIGHTS, ENVIRONMENTAL STEWARDSHIP, CORPORATE GOVERNANCE

SUBTHEMES: CLIMATE CHANGE, DEFORESTATION, LABOUR STANDARDS, BOARD OVERSIGHT

Background

Costco is an American multinational corporation

operating in over 800 locations. As a major retailer with

a global supply chain it faces various environmental and

social risks, including climate change, biodiversity loss

via deforestation and labour rights issues. We engaged

with the company to understand its strategies for

mitigating these risks and ensuring responsible business

practices.

Action

We spoke with Costco's investor relations directors

about how the company manages social and

environmental risks in its operations and supply

chain. The discussion covered topics such as climate

risk assessment, supply chain monitoring and board

oversight of sustainability issues. Costco highlighted

its comprehensive supply chain risk assessment and

monitoring processes, which involve internal teams and

third-party auditors taking a risk-based approach. The

company is involved in initiatives addressing modern

slavery in various industries and has implemented

additional age verification measures following recent

cases of child labour in the US market. Finally, we also

discussed Costco's efforts to integrate sustainability

aspects into purchasing practices, such as collecting

greenhouse gas data from suppliers, addressing

deforestation and human rights issues and improving

traceability in commodity supply chains.

Verdict

Costco's sustainability program appears well-tailored to

the risks it faces, with a holistic approach to managing

environmental and social issues across its operations and

supply chain. However, we encouraged the company to

provide additional reporting on the relative investments

and contribution of energy efficiency measures in

its climate transition plan. While the board receives

briefings from the sustainability director, we suggested

exploring further ways to strengthen board oversight

and exposure to sustainability issues. Overall, we believe

that the company is responding well to risks but we

would encourage further integration into purchasing

practices and a focus on identifying nature-specific

metrics.

SMURFIT WESTROCK PLC

(0.5% OF THE COMPANY’S PORTFOLIO)

THEMES: ENVIRONMENTAL STEWARDSHIP, CLIMATE CHANGE, HUMAN RIGHTS, BIODIVERSITY

SUBTHEMES: NATURAL RESOURCES; ENERGY TRANSITION; COMMUNITY RELATIONS

Background

Smurfit Westrock is an Irish-American supplier of paper-

based packaging. The company is vertically integrated,

spanning forestry assets (mainly in Colombia), mills

and plants and is one of the largest paper and board

producers in the world. We reviewed Smurfit Westrock's

forestry assets and pulp mill in Colombia with the

company's Chief Sustainability Officer. We aimed to

assess its sustainable forestry practices, community

engagement efforts and the environmental and social

impacts of its operations.

Action

We reviewed Smurfit Westrock's forest research unit,

forestry plantations, the Cali pulp plant and its scientific

rigour and collaborations with universities in forestry

research. The plantations are established on degraded

cattle pastures; there is evidence of heavy soil erosion

on similar cattle assets, indicating the positive impact

of afforestation in controlling erosion. Additionally, we

reviewed the new biomass boiler under construction at

the Cali plant, which will replace coal. We encouraged

the company to ensure that any third-party sourced

biomass is certified. From a social perspective, working

with local communities, two primary and secondary

schools are funded by Smurfit Westrock in the local

area. Alumni from these schools are often recruited

into Smurfit Westrock roles, providing employment

opportunities in impoverished regions of Colombia.

Verdict

We were impressed by Smurfit Westrock's sustainable

forestry practices, community engagement efforts and

the scope of the mill improvement in Cali. In particular,

we were pleased with the improvements that Smurfit

has made on its management of operational impacts on

biodiversity, which has been a focus of our engagement

for the past two years. The company has taken on

board our recommendations and is appraising some

of the environmental DNA

(1)

providers we suggested

they assess. In future we will focus our engagement on

ensuring that it sources sustainable feedstocks for the

biomass boiler and continues to maintain productive

relationships with local indigenous communities.

(1) Environmental DNA, or eDNA, is genetic material present in

the environment, such as in water, soil, or air.

OUR APPROACH TO RESPONSIBLE INVESTMENT (CONTINUED)OUR APPROACH TO RESPONSIBLE INVESTMENT (CONTINUED)

ENGAGEMENT CASE STUDIES (CONTINUED)

provided by our Manager

27Annual Report and Accounts 2024

Strategic Report

TWENTY LARGEST LISTED EQUITY HOLDINGS

1. NVIDIA (6)

US listed designer and manufacturer of graphic

processing units.

4.03% TOTAL INVESTMENTS

£248.3M VALUE

2. MICROSOFT (1)

US listed technology company focused on software

products and cloud computing. The company also

designs and sells hardware devices.

2.73% TOTAL INVESTMENTS

£168.1M VALUE

3. APPLE (4)

US listed technology company predominantly

involved in design, development and sale of consumer

electronics and software worldwide.

2.66% TOTAL INVESTMENTS

£164.1M VALUE

4. ALPHABET (2)

US listed parent company of Google. Google’s primary

business is focused on internet related services and

products, including its internet search engine and its

Android smartphone operating system.

2.42% TOTAL INVESTMENTS

£149.0M VALUE

5. AMAZON.COM (5)

US listed e-commerce and cloud computing company.

Largest listed internet retailer in the world based on

market capitalisation.

2.12% TOTAL INVESTMENTS

£130.9M VALUE

6. META PLATFORMS (9)

US listed operator of social media sites and social

networking services.

1.71% TOTAL INVESTMENTS

£105.4M VALUE

7. MASTERCARD (7)

US listed financial services company providing financial

transaction procession services worldwide as well as

offering credit and debit cards and internet payment

systems.

1.56% TOTAL INVESTMENTS

£96.0M VALUE

8. TAIWAN SEMICONDUCTOR

MANUFACTURING (TSMC) (11)

Taiwanese listed manufacturer and designer of

semiconductors.

1.07% TOTAL INVESTMENTS

£66.0M VALUE

9. BROADCOM (3)

US designer and supplier of semiconductor and

infrastructure software solutions.

0.99% TOTAL INVESTMENTS

£61.1M VALUE

10. BOOKING HOLDINGS (–)

US listed platform for travel and accommodation

reservations, rental cars, airline tickets and vacation

packages.

0.85% TOTAL INVESTMENTS

£52.1M VALUE

The value of the twenty largest listed equity holdings represents 26.85% (2023: 21.41%) of the Company’s total investments.

The figures in brackets denote the position within the portfolio at the previous year end.

There were no convertible securities in the total portfolio at 31 December 2024 (2023: nil). There were no fixed interest gilts included in the investments as at

31 December 2024 (2023: £80m).

These are the largest listed equity holdings excluding collective investment schemes. If the whole portfolio was considered then PE Investment Holdings 2018 LP

(£247.1m), Pantheon Access SICAV (£156.5m) and Inflexion Strategic Partners (£77.1m) would have been included in the list.

The Company’s full list of investments is just under 400 and is published monthly on the website at fandc.com.

11. AMERICAN TOWER (328)

US listed real estate investment trust. Owns, operates,

and develops wireless communications and broadcast

towers.

0.73% TOTAL INVESTMENTS

£45.3M VALUE

12. MARATHON PETROLEUM (31)

US listed downstream energy company that refines,

supplies, markets, and transports petroleum products.

0.71% TOTAL INVESTMENTS

£43.8M VALUE

13. SALESFORCE (79)

US listed software company. Develops customer

relationship management software and applications,

serving customers worldwide.

0.69% TOTAL INVESTMENTS

£42.4M VALUE

14. MORGAN STANLEY (15)

US listed bank providing diversified financial services

spanning investment banking, wealth management and

investment management.

0.68% TOTAL INVESTMENTS

£41.7M VALUE

15. CRH (29)

US and UK listed international group of diversified

building materials businesses. Manufactures and

supplies a range of products for the construction

industry.

0.67% TOTAL INVESTMENTS

£41.5M VALUE

16. BANK OF AMERICA (118)

US listed multinational investment bank and financial

services holding company. One of the world’s largest

financial institutions.

0.67% TOTAL INVESTMENTS

£41.4M VALUE

17. TESLA (53)

US listed automative and clean energy company.

Designs and manufactures electric vehicles, battery

energy storage, solar panels, and solar roof tiles.

0.67% TOTAL INVESTMENTS

£41.3M VALUE

18. NETFLIX (47)

US listed subscription streaming service and product

company that delivers content to customers worldwide.

0.64% TOTAL INVESTMENTS

£39.6M VALUE

19. COSTCO (255)

US listed operator of warehouse club retail stores. The

world’s third largest listed retailer.

0.63% TOTAL INVESTMENTS

£38.7M VALUE

20. KEYENCE (30)

Japanese listed company that develops, manufactures,

and sells measuring instruments for factory automation.

0.62% TOTAL INVESTMENTS

£38.4M VALUE

TWENTY LARGEST LISTED EQUITY HOLDINGS (CONTINUED)

29Annual Report and Accounts 2024

Strategic Report

TEN YEAR RECORD (UNAUDITED)

Assets at 31 December

£m 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

Total assets less current

liabilities (excl loans) 2,838 3,001 3,461 3,960 3,817 4,545 4,919 5,831 5,232 5,615 6,258

Loans and debentures 261 299 248 292 325 436 407 550 582 581 579

Available for ordinary

2,577 2,702 3,213 3,668 3,492 4,109 4,512 5,281 4,650 5,034 5,679

Number of ordinary

shares (million)

(1)

562 559 547 542 542 543 537 527 518 510 483

All Company data are based on assets, liabilities, earnings and expenses as reported in accordance with the Company’s

accounting policies and are unaudited but derived from the audited Accounts or specified third-party data providers.

Net Asset Value (NAV) at 31 December

pence 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

NAV per share – with

debt at par

(4)

458.4 483.4 587.9 676.5 643.9 757.3 840.7 1002.5 896.9 987.6 1,176.8

NAV per share – with

debt at market value

(4)

458.4 483.4 587.2 675.8 642.9 753.9 831.8 998.7 932.1 1,022.1 1,219.6

NAV total return % – 5

years

(2)

74.1

NAV total return % – 10

years

(2)

212.0

Share price at 31 December

pence 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

Middle market price per

share 421.2 449.2 544.0 647.0 633.0 765.0 787.0 926.0 904.0 962.0 1,108.0

(Discount)/premium to

NAV with debt at

market value %

(4)

(8.1) (7.0) (7.4) (4.3) (1.5) 1.5 (5.4) (7.3) (3.0) (5.9) (9.2)

Share price High 425.9 465.0 544.0 649.0 741.0 778.0 807.0 941.0 946.0 992.0 1,144.0

Share price Low 363.0 401.6 391.2 542.0 612.0 636.0 478.0 750.0 770.0 830.0 931.0

Share price total return

% – 5 years

(2)

56.5

Share price total return

% – 10 years

(2)

212.2

Revenue for the year ended 31 December

2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

Available for ordinary

shareholders – £’000s

(3)

37,857 47,262 58,393 63,486 69,438 70,937 52,480 58,500 72,595 81,660 84,557

Net revenue return per

share – pence 6.69 8.42 10.57 11.67 12.81 13.06 9.71 10.99 13.92 15.83 1 7.01

Dividends per share –

pence 9.30 9.60 9.85 10.40 11.00 11.60 12.10 12.80 13.50 14.70 15.60

Cost of running the Company

% 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

Expressed as a

percentage of average

net assets:

Total Expense Ratio

(4)

0.53 0.53 0.53 0.52 0.56 0.53 0.51 0.47 0.48 0.45 0.43

Ongoing Charges

(4)

0.87 0.80 0.79 0.79 0.65 0.63 0.59 0.54 0.54 0.49 0.45

Gearing

(4)

at 31 December

% 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

Net gearing

8.9 8.6 6.9 7.2 6.6 9.9 8.0 9.4 7.3 9.9 8.6

(1) Shares entitled to dividends.

(2) Source: Morningstar UK Limited.

(3) Management fees and finance costs allocated 25% to revenue account from 2015 onwards (previously 50%).

(4) See Alternative Performance Measures on page 113 for explanation.

TEN YEAR RECORD (UNAUDITED) (CONTINUED)

31Annual Report and Accounts 2024

Strategic Report

PURPOSE, VALUES AND INVESTMENT

OBJECTIVE

Our purpose is essentially unchanged since inception in

1868; to provide the investor of relatively moderate means

access to the same opportunities and advantages as the

very largest investors and to diminish risk by investing

broadly. We invest in global equities, both listed and

private, and continue to provide a diversified, convenient

and cost-effective global investment choice to meet the

longer-term investment needs of large and small investors.

Our values centre around integrity, innovation, adaptation

and diversification and are integral to and inherent in our

long-term strategy. More recently, we have incorporated

a commitment to transitioning the portfolio to net zero

carbon emissions by 2050.

Our investment objective is to secure long-term growth in

capital and income for our shareholders. Our investment

strategy is therefore designed to produce outperformance

and rises in dividends in excess of inflation over the longer-

term. We do this by investing mainly in public and private

equity markets, using borrowings to enhance returns and

by managing costs carefully. Our investments are held in a

number of portfolios that are individually concentrated but

are managed as a whole to provide global diversification,

lower volatility and lower risk. In an ever changing

environment in which there is a greater need for individuals

to take control of their future financial wellbeing, our wider

business strategy aims to position us as a core investment

choice through all available channels.

COMPANY STATUS

The Company is a public limited company and an

investment company as defined by section 833 of the

Act. The Company is registered in England and Wales

with company registration number 12901 and is subject to

the Financial Conduct Authority (‘FCA’) UK Listing Rules,

Disclosure Guidance and Transparency Rules (‘DTRs’)

and other applicable legislation and regulations including

company law, financial reporting standards, taxation law

and its own Articles of Association. As set out below and

in note 7 to the Accounts, the Company is exempt from

UK Corporation Tax on its worldwide dividend income and

from UK Corporation Tax on any capital gains arising from

the portfolio of investments, provided that it complies at

all times with Section 1158 of the Corporation Tax Act 2010.

Dividends received from investee companies domiciled

outside the UK are subject to taxation in those countries in

accordance with relevant double taxation treaties.

BUSINESS MODEL

As an investment trust company with no employees,

we believe that the best way to achieve our objective

is to have an effective and strong working relationship

with our appointed manager, Columbia Threadneedle

Investment Business Limited (‘Columbia Threadneedle’

or the ‘Manager’). Within policies set and overseen by the

Board, our Manager has been given overall responsibility

for the management of the Company's assets, including

asset allocation, gearing, stock and sector selection as well

as risk management. The Manager has the flexibility to

use other fund managers by delegating the management

of some investment portfolios externally. These currently

include a proportion of the North American listed equity

portfolios and Private Equity holdings. Engagement on

responsible investment matters is undertaken through a

global team within Columbia Threadneedle Investments

composed of staff in Columbia Threadneedle Management

Limited, Columbia Management Investment Advisers LLC

and Threadneedle Asset Management Limited, as affiliates

acting on behalf of the Manager. The Board remains

responsible for the matters listed on pages 54 to 56.

To provide a breadth of sources of return, the individual

investment portfolios are managed on a global or regional

basis. While we invest primarily in listed equities, we retain

complete investment flexibility to invest in other types of

securities or assets depending on the return prospects

and in consideration of the implications for the broader

portfolio. Furthermore, as a closed-end, listed investment

trust company we are not constrained by asset sales to

meet redemptions. Our share capital structure gives us the

flexibility to take a longer-term view and remain invested,

while taking advantage of illiquidity throughout normal and

volatile market conditions. Having the ability to borrow to

invest gives us a significant advantage over a number of

other investment fund structures. These features combine

to form a resilient and adaptable business model that has

helped us to weather the impact of many a world crisis,

including the Covid-19 pandemic.

BUSINESS REVIEW

BUSINESS REVIEW (CONTINUED)

ALIGNMENT OF VALUES AND CULTURE

In addition to strong investment performance from our

Manager, we expect it to adhere to the highest standards of

responsible investment, transparency, corporate governance

and business ethics and that its values and culture align

with our own. As a founder signatory to the United Nations

Principles for Responsible Investment (‘UNPRI’), Columbia

Threadneedle Investments continues to perform well in the

2024 UNPRI assessment and compared to peers for key

areas of its responsible investment approach and active

ownership in listed equities. The Board considered the

Manager’s culture and shared values as part of the annual

evaluation of its performance and in determining whether

its reappointment is in the interests of shareholders.

RESPONSIBLE INVESTMENT IMPACT

Our environmental, social and governance principles are key

elements of our responsible investment approach and are

central to our objective to deliver sustainable investment

performance over the long-term. We continue to review

and challenge our approach to responsible investment,

recognising our globally diversified strategy. As we continue

to evolve our approach, our responsible investment

principles will remain at the core of our strategy.

The direct impact of the Company’s activities is minimal

as it has no employees, premises, physical assets or

operations, either as a producer or a provider of goods or

services and it does not have customers in the traditional

sense. It is therefore exempt from reporting on its energy

and carbon emissions under the Streamlined Energy and

Carbon Reporting requirements. However, we provide

information on the emissions of our portfolio companies in

Our Approach to Responsible Investment which begins on

page 18.

MANAGER EVALUATION AND ALIGNMENT OF

SHAREHOLDER INTERESTS

An important responsibility of our wholly independent

Board of non-executive Directors is the robust annual

evaluation of the Manager’s performance and its capabilities

and resources, given that investment performance and

responsible investment are fundamental to delivering

sustainable long-term growth in capital and income for our

shareholders. As part of the evaluation, the Board reviews

the Manager's approach to the FCA's Consumer Duty

(1)

which sets high standards of consumer protection across

financial services and requires firms to put their customers'

needs first. This includes a review of the Manager's

"Assessment of Value" for the Company. This evaluation is

an essential element of strong governance and mitigation

of risk, as outlined under the Principal and Emerging Risks

identified on page 41. The process for the evaluation of our

Manager for the year under review and the basis on which

the reappointment decision was made are set out on page

57. The management fee is based on the Company’s market

capitalisation, thus aligning the Manager’s interests with

those of our shareholders through share price performance.

Details of the management fee arrangements are set out in

the Report of the Management Engagement Committee.

MANAGING RISKS AND OPPORTUNITIES

We seek to make effective use of our corporate structure

and the investment opportunities that lead to long-term

growth in capital and income for our shareholders. These

opportunities do not come without risks and therefore the

performance of our Manager is monitored at each Board

meeting on a number of levels. In addition to managing

the investments, the ancillary functions of administration,

company secretarial, accounting and marketing services are

all carried out by the Manager. It reports on the Company's

investment portfolios; the wider portfolio structure; risks;

compliance with borrowing covenants; income, dividend

and expense forecasts; errors; internal control procedures;

marketing; shareholder and other stakeholder issues,

including the Company’s share price discount or premium

to NAV; and accounting and regulatory updates. The

performance of each individual investment portfolio is

reviewed through a series of presentations given by each

specialist investment management team throughout the

year.

Shareholders can assess the Company’s financial

performance from the Key Performance Indicators that

are set out on pages 39 and 40. On pages 42 to 45 are

set out what the Directors consider to be the principal

and emerging risks that the Company faces. In addition

to monitoring our Manager’s performance, commitment,

available resources and its systems and controls, the

Directors also review the services provided by other

principal third-party suppliers. These include the Custodian

and Depositary in the safeguarding of the Company's

assets.

(1) See Glossary of Terms on page 116.

33Annual Report and Accounts 2024

Strategic Report

The principal policies that support our investment and

business strategy are set out opposite, whilst the Fund

Manager’s review of activity in the year can be found on

pages 9 to 17. In light of the Company’s strategy, investment

processes and control environment (relating to both the

oversight of its service providers and the effectiveness of

the risk mitigation activities), we have set out in our long-

term viability statement on pages 45 to 46 our reasonable

expectation that the Company will continue in operation for

at least the next ten years.

FUND MANAGER AND MANAGEMENT OF THE ASSETS

As Fund Manager on behalf of our Manager, Paul Niven

is responsible for developing and implementing the

investment strategy with the Board and for the day to day

management of the total portfolio, covering the entire range

of individual investment portfolio strategies. His role covers

tactical decisions over the allocation of assets between

the different investment portfolios as well as determining

the level and timing of gearing within the range prescribed

by the Board. He has responsibility for overall portfolio

composition but delegates stock selection decisions to the

underlying specialist portfolio management teams, who are

responsible and accountable to him and ultimately to the

Board for their investment performance.

MARKETING

Reflecting changes in the market in more recent years,

an increasing proportion of the Company’s shareholders

hold their investments via third-party platforms, as well as

through the Columbia Threadneedle Savings Plans, which

are a cost effective and flexible way to invest. Recognising

the changes in how our key target market is choosing to

invest, as well as the benefits of the Company continuing to

maintain and grow a well-diversified underlying shareholder

base, a key focus of our marketing activities is to maintain,

and ideally increase, the proportion of shares held via third-

party platforms and the Columbia Threadneedle Savings

Plans. This has been on an upward trend in recent years,

as shown in the Key Performance Indicators on page 40.

In 2022 we launched new branding for the Company and

we have supported it with a marketing campaign aimed

at increasing awareness of the benefits of investing in the

Company and attracting new investors, which will continue

through 2025.

PRINCIPAL POLICIES

The Board has responsibility for the Company’s following

principal policies, which support its investment objective

of securing long-term growth in capital and income for our

shareholders.

INVESTMENT

Our publicly stated investment objective and policies are

designed to help shareholders, prospective investors and

stakeholders understand the scope of our investment remit

and the constraints imposed under it. Any material changes

to the stated objective or policies can only be made with

shareholder approval. No changes are necessary at present

as a result of the commitment to transition our investments

to net zero carbon emissions by 2050.

Our remit is global. Risk diversification is achieved through

geographic asset allocation and industry sector and stock

selection across a wide range of markets. Within the general

policy of maintaining a diversified portfolio, there are no

specific geographic or industry sector exposure limits for

the publicly listed equities. A limit of 5% of the value of the

total portfolio, excluding private equity investments, has

been placed on unlisted securities at the time of acquisition.

Any unlisted investment requires specific Board approval,

with the exception of new private equity investments,

responsibility for which has been delegated to our Manager.

Shareholder approval would be sought in the event that it

is considered that the long-term exposure to Private Equity

investments could exceed 20% of the value of the total

portfolio.

Under the Company's Articles of Association, with limited

exceptions, no single investment may be made which

exceeds 10% of the value of the total portfolio at the time

of acquisition. Under the UK Listing Rules, no more than

10% of the total assets may be invested in other listed

closed-end investment companies, unless such investment

companies have themselves published investment policies

to invest no more than 15% of their total assets in other

closed-end investment companies, in which case the limit

is 15%. A limit of 5% of the value of the total portfolio has

been placed on investment funds managed by the Manager

at the time of acquisition and any such investment requires

specific Board approval.

The Company will typically remain fully invested in

equities but is not prohibited from investing in other types

of securities or assets. Derivatives may be used for the

purposes of income enhancement and efficient portfolio

management, covering tactical asset allocation and risk

mitigation, including protection against currency risks

within strict limits. Government bond instruments, such as

UK Gilts and US Treasuries, may be used as an alternative to

holding cash.

Due diligence with regard to the investment policies

is carried out at each Board meeting, with regular,

comprehensive reporting from the Fund Manager.

Confirmation of adherence to the investment restrictions

set by the Board is required, and given, at each meeting.

The Fund Manager’s Review on pages 9 to 17 provides

an overview of the outcome from the application of the

investment policies during the course of the year.

BORROWINGS

Using our closed-end investment company structure, we

have a long record of successfully using gearing to enhance

shareholder returns. Our policy is to borrow in sterling or

foreign currency over short, medium or long-term periods.

Our Fund Manager has discretion to be invested within

the range of 90-120% of net assets. Borrowing levels and

covenant headroom are monitored at each Board meeting.

The Company has issued various unsecured, fixed rate senior

notes (the ‘Notes’). The Company also has a perpetual

debenture stock. At present it does not have any revolving

credit facilities. Further information is given in notes 14 and

15 to the Accounts. A short term credit facility is available at

the custodian for settlement purposes only.

In his report, the Fund Manager explains the impact and

longer-term performance potential for our returns as a

result of our borrowings.

DIVIDEND

Our revenue account is managed with a view to delivering

a rising income stream in real terms over the long-term

for shareholders. Prudent use of our Revenue Reserve

established over many decades is made whenever

necessary to help meet any revenue shortfall and to

weather periods of crisis. The Revenue Reserve meant

that the Company had the capacity to continue to pay

an increased dividend in recent years, despite the impact

of the Covid-19 pandemic on our earnings. Worldwide

economic, political and financial instability continues and

the ongoing conflicts in Ukraine and the Middle East are of

great concern, but in the year under review our net revenue

return per share increased by 7.5% on 2023 and as a result

the proposed dividend for the year is covered by our

earnings. Dividends can also be paid from Capital Reserves,

although we have no current need, or intention, to do so.

The Board applies due diligence and determines dividend

payments by taking account of timely income forecasts,

brought forward distributable reserves, prevailing inflation

rates, the Company’s dividend payment record and

Corporation Tax rules governing investment trust status.

Risks to the dividend have been considered as part of the

Principal and Emerging Risks review noted on page 41.

They include worldwide economic, political and financial

instability leading to significant deterioration in the level of

income we receive and unforeseen and significant changes

to our regulatory environment. We have sufficient liquid

resources to fund envisaged levels of dividend payment.

Information on the dividend for 2024 is reported on page 6.

DISCOUNT/PREMIUM

Over many years we have consistently applied a share

“buyback” policy. Under this policy we repurchase

the Company’s shares in the market for the benefit

of continuing shareholders where we see value and,

importantly, in pursuit of a sustainably low deviation

between the share price and NAV per share and to dampen

discount volatility, in normal market conditions. The policy

and the levels within which it has operated are continually

reviewed, with the aim of achieving the long-held aspiration

of the Company’s shares trading at or close to NAV per

share. Shares bought back may be cancelled or held in

treasury. Those held in treasury can be re-issued, or new

shares issued, in order to satisfy shareholder demand and

to moderate the premium to which the share price can rise

in relation to the NAV per share. The discount or premium

levels are reviewed at each Board meeting. Information on

the results of this policy can be found on page 4.

RESPONSIBLE INVESTMENT

The Board has committed to transition the Company’s

portfolio to net zero carbon emissions by 2050. Our

approach reflects our belief in the power of investor

engagement rather than simply divesting or excluding

stocks or sectors. However, the activities of some companies

are incompatible with our responsible investment approach;

namely producers of tobacco products, controversial

weapons (such as cluster bombs and landmines) and

thermal coal. We exclude companies with exposure to these

activities which exceed certain revenue thresholds.

BUSINESS REVIEW (CONTINUED)

35Annual Report and Accounts 2024

Strategic Report

BOARD DIVERSITY

Our policy towards the appointment of non-executive

directors to the Board is based on our belief in the benefits

of having a diverse range of experience, skills, length of

service and backgrounds, including gender, ethnicity and

contributions from an international perspective. The policy

is always to appoint the best person for the role and, by

way of this policy statement, we confirm that there is

not and will not be any discrimination on the grounds of

gender, race, ethnicity, religion, sexual orientation, age or

disabilities.

The overriding aim of the policy is to ensure that the

Board is composed of the best combination of people

for ensuring the delivery of the Company's objective of

securing long-term growth in capital and income. We

apply the policy for the purpose of appointing individuals

that, together as a board, will continue to achieve that aim

as well as ensuring optimal promotion of our investment

proposition in the marketplace. In terms of diversity, the

current gender balance of four men and four women

Directors exceeds the recommendation of the FTSE

Women Leaders Review of a target of 40% women on

FTSE 350 boards by the end of 2025. As at 31 December

2024, the Company met the targets of the FCA's UK

Listing Rules for gender and ethnic diversity on the

board. The Board will strive to ensure that it continues

to comprise individuals with diverse and complementary

skills and experience in order to meet the Company's

objectives. In accordance with UK Listing Rule 6.6.6R

(9) the Board has provided the following information in

relation to its diversity:

Board Gender as at 31 December 2024

(1)

Number

of Board

members

Percentage

of the Board

Number

of senior

positions on

the Board

Men 4 50% 1

Women 4 50%

(2)

(3)

(1) The Company does not disclose the number of Directors in executive

management as there are none for an externally managed investment trust

company.

(2) This exceeds the FCA UK Listing Rules target of 40%.

(3) This exceeds the FCA UK Listing Rules target of one. The position of

the Chairman of the Audit Committee is held by a woman. This role is not

currently defined as a senior position under the UK Listing Rules, however the

Board believes that, for an investment trust company, it should be regarded

as such as it is broadly equivalent to the Chief Financial Officer of a trading

company.

Board Ethnic Background as at 31 December 2024

(1)

Number

of Board

members

Percentage

of the

Board

Number

of senior

positions

on the

Board

White British

or other White

(including

minority-white

groups)

7 88% 3

(2)

Mixed/Multiple

Ethnic Groups

(3)

12% –

(1) The Company does not disclose the number of Directors in executive

management as there are none for an externally managed investment trust

company.

(2) The three senior positions are: Chairman of the Board, Senior Independent

Director and Chairman of the Audit Committee (see footnote (3) above).

(3) This meets the FCA UK Listing Rules target of the Board having at least one

director from an ethnic minority background.

The information included in the above tables has been

obtained through questionnaires completed by the

individual Directors.

TAXATION

As an investment trust company, it is essential that we retain

our tax status by complying at all times with Section 1158 of

the Corporation Tax Act 2010 (‘Section 1158’) such that UK

Corporation Tax is not suffered on our capital gains. Taxation

returns are submitted annually and any taxation due is

settled promptly. Where possible, all taxes suffered in excess

of taxation treaty rates on non-UK dividend receipts are

claimed back in a timely manner. The Board’s policy towards

taxation is one of full commitment to complying with

applicable legislation and statutory guidelines. In applying

due diligence towards the retention of Section 1158 status

and adhering to our tax policies, the Board receives regular

reports from the Manager. We have received approval from

HMRC as an investment trust under Section 1158 and have

since continued to comply with the eligibility conditions.

MODERN SLAVERY ACT 2015

The values that we hold, our culture and the rationale for

the appointment of the Manager are explained on pages

31 and 32. Columbia Threadneedle Investments is an

organisation committed to respecting human rights and

stands against all forms of slavery and human trafficking.

It is recognised as a leader in responsible investment and

works with policymakers worldwide to deliver market-

wide improvements in standards and regulations. In 2024

approximately 10% of its engagement issues across the

companies in which the Manager invests for its clients was

focused on human rights and 13% on labour standards.

We are very supportive of the Manager's approach and

its formal statement can be found on its website at

columbiathreadneedle.com.

Our own supply chain consists predominately of professional

advisers and service providers in the financial services

industry, which is highly regulated. We believe therefore

that the potential risk of acts of modern slavery or human

trafficking in our own environment is extremely low.

CRIMINAL FINANCES ACT 2017

The Board is committed to compliance with the Criminal

Finances Act 2017, designed to prevent tax evasion in

the jurisdictions in which the Company operates, and has

zero tolerance for tax evasion. The Company's shares are

purchased through third party intermediaries, therefore no

funds flow directly from shareholders into the Company.

As the Company has no employees, the Board’s focus is

to ensure that the risk of the Company’s service providers

facilitating tax evasion is also very low. Therefore it seeks

assurance from its service providers that effective policies

and procedures are in place.

BUSINESS ETHICS

The Board has procedures in place to deal with potential

conflicts of interest and has a strict anti-bribery and anti-

corruption policy insofar as it applies to the Directors. The

Company’s operations are delegated to third-party service

providers and therefore the Board seeks assurances annually

from its principal suppliers that they maintain appropriate

policies and procedures to ensure compliance with the

provisions of the UK Modern Slavery Act 2015, the Bribery

Act 2010 and Criminal Finances Act 2017 and the sanctions

elements of the Economic Crime Act (Transparency and

Enforcement) 2022.

SECTION 172 STATEMENT

Section 172(1) of the Companies Act 2006 ('Section

172') requires that a Director must act in the way that

they consider, in good faith, would be most likely to

promote the success of the Company for the benefit of

its members (i.e. shareholders) as a whole and, in doing

so, have regard (amongst other matters) to the likely

consequences of any decision in the long term; the need

to foster the Company’s business relationships with its

stakeholders; the impact of the Company’s operations on

the community and the environment; the desirability of

the Company maintaining a reputation for high standards

of business conduct; and the need to act fairly as between

members of the Company.

The Directors have had regard to the matters set out in

Section 172 and have continued to act to promote the

success of the Company for the benefit of its shareholders

as a whole. This included the likely consequences of their

decisions in the long term and how they have taken wider

stakeholders’ needs into account. Details of the Company's

key stakeholders and the engagements undertaken in

2024 are set out below.

As a long-term investor we always look to the future and

to the success of the Company from that perspective. We

believe that the Company provides a clear investment

choice, not only for existing investors, large and small,

but also for those starting their investment journey. As

reported above, we continue therefore to promote the

Company through marketing initiatives and, at a wider

social level, by supporting broader financial education

across schools and universities. We have continued

to work on these initiatives and towards the optimal

delivery of the Company’s investment proposition and to

promote the success of the Company for the benefit of all

shareholders, stakeholders and the community at large.

BUSINESS REVIEW (CONTINUED)

37Annual Report and Accounts 2024

Strategic Report

KEY STAKEHOLDER AND SHAREHOLDER ENGAGEMENT

Stakeholders Engagement and Outcomes in 2024

The Manager

The Board's main working relationship

is with our Manager, with the aim of

achieving the Company’s investment

objective in an effective, responsible

and sustainable way in the interests

of shareholders, future investors and

society at large.

Engagement with our Manager is ongoing through regular Board meetings and

discussion. Emphasis was on investment performance. We also monitor our

progress towards transitioning the Company’s investment portfolio to net zero

carbon emissions by 2050. Our approach towards responsible investment and

aspects concerning environmental, social and governance issues are set out on

pages 18 to 26. We also show the key performance indicators that are in place to

measure our progress in meeting this Net Zero objective. The portfolio activities

undertaken by our Manager and the impact of decisions affecting investment

performance are set out in the Fund Manager’s Review.

With Columbia Threadneedle we are well placed to encourage awareness and

dialogue on responsible investment issues amongst the wider community. As in

2018, 2020 and 2022, the Company sponsored an event, “F&C Live”, in London in

June 2024. Last year, the theme was "Smart choices: Navigating an Age of Social

Change". A recording of the event and interviews with the speakers are available

on the Company’s website at fandc.com.

Lenders

Our lenders are key stakeholders as we

use borrowings to enhance returns to

shareholders over the longer-term.

We keep our lenders informed through monthly covenant compliance reporting.

The Company has total borrowings of £579m, the majority of which are through

sterling denominated fixed rate senior notes which have maturities between

2026 and 2061. The interest rates are highly attractive by historic comparisons

and the blended fixed interest rate is approximately 2.4%. At present, the

Company does not have any short term bank facilities.

Child Trust Fund, Junior ISA and other young investors

Many of our underlying shareholders

are young and hold their shares

through their parents in Columbia

Threadneedle’s Child Trust Fund and

Junior ISA. We hope to retain these

investors for the longer-term and also

foster education among young people

more generally.

Now that many Child Trust Fund accounts have reached maturity, our focus

is on keeping as many of these young investors with us as possible. Ahead of

account maturity, Columbia Threadneedle writes to their parents setting out

their options. The results of our initiative to retain these young investors are in

line with expectations.

Our financial education programme continues. The programme is designed to

help people understand better the opportunities and significance of not just of

saving, but how their savings can work much harder through investment over

the long-term.

Shareholders

Although not in the traditional sense,

our shareholders are our customers

who we hope will stay invested with us

and reap the benefits of investing over

the long-term.

The Chairman and Senior Independent Director are available to engage with

shareholders. Access to the daily publication of the Company's NAV and

monthly factsheet is available from our website.

We also publish our detailed half year and annual results for main register

shareholders and Columbia Threadneedle Savings Plan investors. As an

alternative, we provide the option of a short notification summary with the

main highlights and access details to where the full information can be found. In

addition to main register shareholders, savings plan investors are encouraged to

participate fully at shareholder meetings.

The Company’s Annual General Meeting is a “hybrid” format, with shareholders

and savings plan holders being able to attend in person or online. This allows

many more of our shareholders to view the meeting, to ask questions and to

vote online. Voting at the Annual General Meeting is taken on a poll and the

results on each resolution are published on the Company’s website.

The Company has very few institutional shareholders and instances of

engagement are therefore rare but are always reported to the Board.

Wealth managers and independent financial advisers

Columbia Threadneedle has a

team dedicated to fostering good

relations with wealth managers

and independent financial advisers

and keeping underlying investors

informed, with the aim to promote the

Company’s investment proposition and

improve the share price.

This team organises meetings with wealth managers and independent financial

advisers as well as preparing webinars, interviews, newsletters and videos

shared via several media channels. It gathers feedback and answers questions

in relation to the Company and its investment strategy. Feedback from these

meetings, webinars and interviews is reported regularly to the Board.

Further to the provisions of the Companies Act 2006 relating to the preparation of a Strategic Report and concerning non-financial and

diversity information, we have integrated the information required for a Non-Financial and Sustainability Information Statement (‘NFSIS’)

into this Strategic Report with a view to cohesive reporting. The NFSIS requirements are explained on pages 118 and 119, together with a

guide to the location of the embedded information.

BUSINESS REVIEW (CONTINUED)

39Annual Report and Accounts 2024

Strategic Report

KEY PERFORMANCE INDICATORS

We assess the efficacy of our strategy by comparing the

Company’s long-term performance against the following

five key measures: Performance, Dividend, (Discount)/

Premium, Efficiency and Marketing. Detailed commentary

on these measures can be found in the Chairman’s

Statement and in the Fund Manager’s Review.

Our Key Performance Indicators ('KPIs') have been set

to help us achieve our overriding strategic objective of

securing long-term growth in capital and income for our

shareholders. Whilst the NAV per share is an important

indicator of our portfolio performance, we recognise that

the share price total return, which is the change in the share

price and assumes all dividends are reinvested, is most

important to shareholders. Income is important and we

aspire to a rising dividend in real terms over the long run,

but this is not achieved at the expense of risking capital

growth potential. A balance is struck between income

and capital needs, which may result in periods when the

dividend is not covered by earnings in pursuit of superior

total returns. Nevertheless, with our substantial revenue

reserve and the flexibility to use capital reserves, we are

in the enviable position of being able to continue our

long track record of dividend increases, even in recent

years when many companies passed or cut their dividend

payments. 2024 marks the fifty-fourth consecutive

increased annual dividend and the one hundred and fifty-

seventh annual dividend payment.

Volatility in the share price discount to the NAV per share

can be regarded by many as an investment opportunity but

can be unsettling for shareholders. We therefore show this

disparity between the share price and the NAV per share as

a KPI and have set a policy aspiration to see the Company’s

shares trading consistently at, or close to, the NAV per

share. Whilst not a panacea for controlling the discount, the

application of a consistent share buyback policy over many

years has dampened discount volatility and, in most years,

helped to narrow this disparity. The Board remains resolute

in applying the necessary measures towards achieving this

important policy aspiration.

We are also very focused on costs. The recognised method

of cost measurement within the investment trust industry

is Ongoing Charges

(1)

and the Company's Ongoing Charges

ratio has shown a downward trend in recent years. In 2024

it was 0.45% and remains highly competitive within the

investment trust sector. Our Ten Year Record on page

29 shows the extent to which we have kept costs under

control, which has made a considerable contribution to our

results over multiple years.

We promote and market the Company in a number of

ways. One of our KPIs is a marketing performance measure

that tracks the percentage of the Company’s shares held

on retail platforms as we recognise that these can provide

investors with convenient and relatively low cost access

to the Company’s shares and are an important source of

demand. A healthy level of demand will show the extent to

which we are continuing to meet our purpose and should

help to support the share price. In turn, a well-supported

share price should help towards achieving the Board's

aspiration of the Company's shares trading consistently at,

or close to, the NAV per share. The percentage of shares

held on platforms has continued on an upward trend in

2024.

The Board has also agreed KPIs to measure progress

towards transitioning the Company’s portfolio to net zero

carbon emissions by 2050. Those KPIs are shown within the

responsible investment report on pages 18 to 26.

(1) See Alternative Performance Measures on page 113 for explanation. Following the FCA announcement in September 2024 that, for the time

being, investment companies are not required to comply with the PRIIPs regulations, we only disclose the Company's Ongoing Charges

figure as a KPI.

(1) See Alternative Performance Measures on page 113 for explanation.

(2) See Glossary of terms on page 116 for explanation of “benchmark”.

(3) These are considered by the Board to be the most relevant and reliable industry-standard peer group performance measures.

Efficiency: Costs

Year to 31 December:

2020

2021

2022

2023

2024

Our policy is to control the costs of running the

Company

Ongoing charges

(1)

0.59 0.54 0.54 0.49 0.45

This data measures the running costs as a

percentage of the average net assets in the year.

Source: Columbia Threadneedle Investments

(Discount)/premium: Share price (discount)/premium to NAV

2020

2021

2022

2023

2024

We aspire to seeing the Company's shares

trading at or close to NAV per share

(Discount) at 31 December

(1)

(5.4) (7. 3) (3.0) (5.9) (9.2)

This is the difference between the share price

and the NAV per share. It is an indicator of

excess supply over demand for the Company’s

shares in the case of a discount and the excess

demand over supply in the case of a premium.

Average discount in year (6.1) (7.2) (7.5) (6.6) (9.2)

Source: Columbia Threadneedle Investments

Dividend: Dividend Growth

(1)

per annum to 31 December 2024 (Annualised)

Year

Years

We aim to deliver a rising dividend stream in

real terms over the longer-term

Dividend 6.1 6.8 6.1 5.3 This shows the Company’s compound annual

dividend growth rate and compares it to the

Consumer Price Index.

Consumer Price Index 2.5 5.6 4.5 3.1

Source: Columbia Threadneedle Investments and Refinitiv Eikon

Performance: Total returns to 31 December 2024 (Cumulative)

Year

Years

We aim to secure long-term growth in capital

and income

Share price

(1)

16.9 25.3 56.5 212.2

This compares the Company's share price and

NAV total return against those produced by the

constituents of the benchmark and our peer

group, and against inflation.

NAV (with debt at market value)

(1)

21.0 27.4 74.1 212.0

Benchmark

(2)

19.3 26.7 70.2 200.2

AIC Global Sector Median share price

(investment companies)

(3)

14.7 (1.9) 47.0 201.3

AIC Global Sector Median NAV

(investment companies)

(3)

11.3 6.8 58.2 192.9

IA Global Sector Median

(open-ended funds)

(3)

13.1 13.1 50.3 151.9

Consumer Price Index 2.5 17.8 24.9 35.4

Source: Columbia Threadneedle Investments, Morningstar UK Limited and Refinitiv Eikon

Marketing: Platforms

As at 31 December:

2020

2021

2022

2023

2024

We promote access to F&C’s shares through all

available distribution channels with the aspiration

of being on as many platforms as possible.

Platforms 64.9 65.5 67.1 67. 5 69.1

This shows how the percentage of shares held

through platforms, including the Columbia

Threadneedle Investment Savings Plans, has been

increasing.

Other individuals, advisers and

institutions

35.1 34.5 32.9 32.5 30.9

Source: Columbia Threadneedle Investments

BUSINESS REVIEW (CONTINUED)

41Annual Report and Accounts 2024

Strategic Report

PRINCIPAL AND EMERGING RISKS

RISK MONITORING

The Board has continued to work with the Manager in

managing the Company’s risks. A risk summary is produced

by the Manager in consultation with the Board to identify

the risks to which the Company is exposed, the controls in

place and the actions being taken to mitigate them. The

Board, through the Audit Committee, has a robust process

for considering the resulting risk control assessment at

regular meetings and on an ongoing basis it reviews the

significance of the risks and the reasons for any changes.

To a great extent, the Company is reliant on the risk

management and internal control processes that are

embedded in the Manager's day-to-day operations. The

Board is confident through regular review and scrutiny that

the Manager has the required systems, tools, governance

and processes in place to identify, assess, monitor, manage

and mitigate all material risk and control issues that

might impact the Company. This includes the ability of

the Manager to leverage expert resource as required: for

example, the Company benefits from the Manager’s global

team of experts that focuses continuously on cybersecurity.

The Manager provides ongoing comprehensive risk

management and control across the whole of the Company’s

portfolio, including management and oversight of the risks

arising from the use of both internal resource and third party

managers.

The Board carried out a thorough review of the risks that

could impact the sustainable success of the Company. The

purpose of the exercise was to reassess the principal and

emerging risks and identify any new, emerging risks and to

take any necessary action to mitigate their potential impact.

The Risk Control Assessment was then revised in line with

the conclusions that were reached. As a result of this review,

some risks have been reclassified as Principal Risks and two

new Emerging Risks have been identified.

The Board confirms that it has carried out a robust review

and assessment of the Company's Principal and Emerging

Risks that could threaten its future success. This included

near-term risks such as those posed by geopolitical

uncertainty and longer-term risks, such as climate change.

The consequences for the Company’s strategy, business

model, liquidity, future prospects, long term viability and its

commitment to transition the portfolio to net zero carbon

emissions by 2050, formed an integral part of the review.

Our risk evaluation forms an inherent part of our strategy

determination, which seeks to mitigate risks and to pursue

the opportunities that arise. As a result of the Board's

assessment, the following risk disclosures reflect what it

believes to be the Principal and Emerging Risks that the

Company faces at present, the material controls in place to

mitigate those risks and whether the status of those risks

has changed in the year under review.

PRINCIPAL RISKS

Risk Description Risk Mitigation/Controls Status

Unsatisfactory Investment Performance

Sub-optimal implementation

of the investment strategy,

for example poor asset

allocation, sector and stock

selection, concentration risk,

excessive diversification,

inadequate inhouse private

equity capability, currency

exposure and use of gearing

and derivatives may give rise

to under-performance against

the Company’s benchmark

index and companies within its

peer group. It may also impact

the Company’s dividend

paying capacity.

Under our business model, a Manager is appointed with

the capability and resources to manage the Company’s

assets through asset allocation, sector and stock

selection, risk management and the use of gearing. The

Manager can delegate the management of investment

portfolios externally to third-party managers. The

individual global and regional investment portfolios are

managed as a whole to provide diversification, lower

volatility and lower risk.

The performance of the Company relative to its

benchmark, its peers and inflation is a KPI measured

by the Board on an ongoing basis. The Company’s

portfolio is well diversified and its closed-end structure

enables it to continue to take a long-term view. Detailed

reports, including revenue forecasts, provided by the

Fund Manager are reviewed by the Board at each of its

meetings.

Long-term performance

remains in line with the

Company’s objective and

the Board’s expectations.

Prudent management of the

Company’s Revenue Reserve

means that its dividend paying

capacity remains strong. The

key indicators of risk remain

within tolerance across

the long-term, diversified

portfolio.

Consequently, the Board

considers that this risk has

reduced.

Geopolitical Actions

Geopolitical risks may

result in global financial and

equity markets instability.

Geopolitical actions may

result in the imposition of

government and/or regulatory

controls, causing falls in

equity markets and resulting

in long term bear markets,

with inflation damaging real

returns, thereby restricting

growth opportunities.

A significant weakening of

the US Dollar against sterling

would impact dividend income

and absolute performance

negatively and reduce the

attractiveness of overseas

assets to UK investors.

The Company has a clearly defined investment strategy.

Assets are diversified to reduce concentration risk and

investment processes incorporate non-financial and

risk considerations in the assessment of investment

opportunities. Gearing limits are set by the Board and

levels are reported regularly.

The Manager has systems, staff and controls in place

to enable ongoing monitoring of, and quick reaction to,

financial crises.

The results of forward looking stress tests, ranging from

moderate to extreme scenarios, have provided the

basis for the Board to confirm the Company’s long term

viability.

The Board considers that this

risk has increased.

BUSINESS REVIEW (CONTINUED)

43Annual Report and Accounts 2024

Strategic Report

Risk Description Risk Mitigation/Controls Status

Service Delivery Failure

Service providers are unable

to provide expected services.

Delivery failure may be due

to various factors including

systems failure, data breach,

material error and fraud.

This includes functions

delegated by the Manager,

for example fund accounting,

third party sub-portfolio

managers and third party

providers appointed directly

by the Company, for example

the Custodian, Registrar and

Depositary.

Legal agreements are in place with the Manager,

sub-portfolio managers and other third party service

providers. These set out the agreed service levels which

are monitored. All third parties provide reports on their

internal controls environment which are independently

audited. These reports are reviewed by the Board with

follow up queries directed to the relevant parties where

necessary.

The Manager produces a quarterly investment trust

controls report, detailing any breaches, errors and/or

general updates relevant to the Company. Each year the

Board reviews the Manager’s Assessment of Value for

the Company, which is submitted by the Manager to the

FCA in compliance with the Consumer Duty regulation.

The Company’s Depositary is liable in the event of a loss

of assets.

The performance of the Manager and the third party

service providers are evaluated formally by the

Management Engagement Committee on an annual

basis.

The Board considers that this

risk is unchanged.

Discount

The absolute level and

volatility of the discount/

premium to NAV at which

the Company's shares trade

moves to an extent that it

disadvantages shareholders.

For example, the discount may

widen through lack of demand

for the shares in the market

as a result of significant

underperformance. As a result,

the attractiveness of the

Company's shares to investors

is diminished. A wide discount

may also attract activist

shareholders.

The Board monitors the discount/premium at which the

shares trade on an absolute level and relative to its peer

companies and the wider investment trust sector.

It operates a share buyback programme, thereby

enhancing the NAV per share for ongoing shareholders

and with the aim of minimising the absolute level and

volatility of the discount at which the Company’s shares

trade.

Despite a significant increase

in the volume of shares

bought back during the

year, the discount widened.

Therefore, the Board considers

that this risk has increased.

Risk Description Risk Mitigation/Controls Status

Cybercrime

Disruption to the Manager’s

systems as a result of

cybercrime could prevent

the accurate monitoring and

reporting of the Company’s

financial position and impact

the confidentiality or integrity

of company data. Cybercrime

could also impact other

service providers’ ability to

provide the agreed services

and could result in the theft of

Company or client assets.

The Audit Committee receives an annual update from

the Manager’s Chief Information Security Officer

and the organisation is ensuring that it is compliant

with the Digital Operational Resilience Act

(‘DORA’)

(1)

, which came into effect in January 2025.

There are multiple layers of controls in place from

protecting data, applications, end points, servers and

the network through to people and processes and there

are a number of proactive policies in place, along with

a 24/7 security operation centre to monitor threats.

The Manager is fully aware and acts upon new cyber

information as and when it becomes available.

Whilst the risk of loss remains

high, Board and management

vigilance also remains

heightened and therefore

this risk is categorised as

unchanged.

Loss of Key Person

A key individual or team

could depart from the

Manager causing disruption

to the management of the

Company’s assets and under-

performance.

The person posing the

greatest key person risk is the

Company’s Fund Manager,

Paul Niven, who is Head of

Multi-Asset Solutions (EMEA)

at Columbia Threadneedle

Investments and who has been

managing the Company’s

assets since 2014.

The Board meets with members of the wider Columbia

Threadneedle investment management team to ensure

that relationships are fully developed at all levels.

Succession planning concerning any potential significant

management changes is shared with the Board.

The Manager's Multi-Asset Solutions team is more than

20 strong and senior members of the team attend Board

meetings regularly. The Board has received assurance

from senior management at Columbia Threadneedle

Investments that it has the necessary breadth and

experience if it was required to manage without Mr

Niven and it is confident that the structure that supports

him could manage in the event that he was to become

incapacitated or leave the firm. Having considered who

are the key people that could potentially pose a risk to

the Company should they leave Columbia Threadneedle

Investments, the Board is confident that they could be

replaced appropriately through internal promotion or

external recruitment.

The Board meets with

members of the Manager's

team frequently and therefore

considers that this risk has

reduced.

Failure to Transition to Net Zero

The Board has made a

commitment to transition

the Company's portfolio to

net zero carbon emissions by

2050. Responsible investment

is a field that is evolving

rapidly and it can present

both opportunities and threats

to the long-term investment

performance that we aim to

deliver to our shareholders.

The Manager believes in the power of engaged, long-

term ownership as a force for positive change. It applies

high standards of responsible investment in managing

the investments on behalf of our shareholders and

takes seriously its stewardship responsibilities, actively

engaging with investee companies. The Board meets

with Columbia Threadneedle’s responsible investment

team on a regular basis. We recognise the importance of

disclosing information on responsible investment that is

relevant, reliable and, as far as possible, ensuring that it is

presented in a consistent way from year to year in order

that our progress can be assessed.

Increased geopolitical

uncertainty and policy

changes in the near term may

lead to increases in carbon

intensity globally. Therefore,

the Board considers that this

risk has increased.

(1) See Glossary of terms on page 116.

BUSINESS REVIEW (CONTINUED)

45Annual Report and Accounts 2024

Strategic Report

EMERGING RISKS

Risk Description Risk Mitigation/Controls

Disruptive Technology

The emergence of new, disruptive technology,

including the use of Artificial Intelligence, presents both

opportunities and threats. It could have a negative impact

on the valuation of investments within the portfolio and/

or the consequences of new disruptive technology are not

understood fully and therefore investment opportunities

are missed.

The Company’s Fund Manager is supported by a team of

experienced investment professionals who provide research,

supplemented by third party firms.

Assets are diversified to reduce concentration risk, in line

with the agreed investment strategy. We believe that it will

take some time for the impact of Artificial Intelligence to

flow through which, therefore, gives the Fund Manager time

to react and reposition the Company’s portfolio accordingly.

Responsible Investment Disclosure

Rapidly evolving and increasing ESG regulations present

the dual risks of the failure to comply with ESG disclosure

requirements and that inaccurate tracking and collection of

data in a relatively immature field will result in inaccurate

reporting to stakeholders.

The Manager's Responsible Investment team specialises in

ESG matters and is supported by its Legal team and the

Company Secretary. Advice is also received from external

legal advisers, the AIC and the Company’s auditors on

changes to legislation and their impact on the Company's

reporting requirements.

The disclosures within the Company’s annual report are

reviewed by the Auditor and require Board approval.

LONG-TERM VIABILITY

The UK Corporate Governance Code and the AIC Code

of Corporate Governance require the Board to assess the

prospects of the Company over a longer period than the 12

months required by the Going Concern provision.

The Directors carried out scenario testing in order to

consider the Company’s long-term viability over a period of

ten years to 31 December 2034. The tests commenced with

a base case scenario that covered a range of assumptions

that they considered to be the most relevant, to which

sensitivity analysis was then applied in order to assess the

impact of more extreme scenarios. A key assumption in each

scenario included no change to the Company’s dividend

policy.

The worst case scenario tested by the Directors was

based on what they believed to be severe but realistic

assumptions. It addressed the potential impact of falls of

40% in the value of the listed investments and 35% for the

private equity investments in 2025; followed by a 20% index

fall in 2026 impacting equities, together with fluctuations

in income receipts. The fall in value of investments may

occur for a variety of reasons. Under this scenario the early

funding of the private equity commitments would increase

the proportion of that portfolio as a percentage of the total

value of the investments as a whole. All loans were assumed

to have been repaid at the beginning of 2025. Private equity

valuations were assumed to make a modest recovery in later

years, while exchange rate movements would fluctuate from

year to year.

The results from the worst-case scenario showed that under

such highly adverse conditions the net assets would fall to

no lower than £1.6 billion and would be at £2.6 billion by

31 December 2034. Dividend payments to shareholders

could continue to be paid through the utilisation of Capital

Reserves.

Under a scenario based on the movements in income,

inflation and valuations over the ten year period that

followed the financial crisis of 2008, net assets would rise

to £11.0 billion at 31 December 2034. Whilst a scenario that

used the movements in income, inflation and valuations in

the ten years following the 1970’s oil crisis showed that net

assets would rise to £20.6 billion by 31 December 2034.

The assumptions used for these tests purposefully did

not take into account that under such severe conditions

the Board and Manager would have taken further action

to mitigate the impact. Furthermore, the tests were a

theoretical and illustrative scenario exercise, the assumptions

for which are extreme and highly unlikely. Their purpose

was to help inform the Directors of the Company’s resilience

under conditions so severe that they would impact global

economies, markets, companies and businesses alike.

The tests help to support the Board’s assessment of the

Company’s long-term viability. The results do not represent

its views or give an indication of the likely outcome.

Having considered its current position and the principal and

emerging risks that the Company faces and having applied

stress tests under worst-case scenarios that would severely

impact global economies and markets alike, the Board

confirms that it has assessed the Company’s prospects, to

the extent that it is able to do so, over the next ten years.

In concluding that ten years is an appropriate period for

this assessment, the Board considers that this approximates

to a suitable period over which its longer-term investment

performance should be judged and the periods over which it

would typically commit to and benefit from its private equity

investments.

The Board also took into consideration the long-term

duration of the Company’s debt, the perceived viability of

the Company’s principal service providers, the potential

effects of expected regulatory changes and the potential

threat from competition. The Company’s business model,

strategy and the embedded characteristics have helped

define and maintain its stability over many decades. The

Board expects this to continue over many more years to

come.

The Directors confirm therefore, that they have a reasonable

expectation that the Company will be able to continue in

operation and meet its liabilities in full over the coming ten

years to 31 December 2034.

On behalf of the Board

Beatrice Hollond

Chairman

14 March 2025

RESILIENT, RESPONSIBLE AND PROSPEROUS FOR OVER 150 YEARS

• We have a long-term investment strategy under

which we invest mainly in readily realisable, publicly

listed securities and which restricts the level of

borrowings.

• We are able to take advantage of our closed-end

investment trust structure to deliver on our objective

over the long-term and have secured borrowings

with terms well in excess of ten years at historically

low interest rates.

• Our business model and strategy are not time limited

and, as a global investment trust, we are unlikely to

be adversely impacted materially as a direct result of

geopolitical events over the long term.

• We have a strong record of taking advantage of

investment opportunities that arise from market

shocks and volatility.

• Our revenue and expenditure forecasts are subject

to regular and robust review throughout the year

against a backdrop of large revenue and capital

reserves.

• We have substantial headroom under our loan

covenants.

• We can hold a proportion of our long-term less liquid

private equity investments over very many years

without pressure to realise them ahead of time.

• We retain title to all assets held by the Custodian

which are subject to further safeguards imposed on

the Depositary.

• We have set a target to transition our portfolio to net

zero carbon emissions by 2050.

BUSINESS REVIEW (CONTINUED)

47Annual Report and Accounts 2024

Governance Report

BOARD OF DIRECTORS

BEATRICE HOLLOND

(2)

Chairman Appointed to the Board on 1

September 2017 and as Chairman of the Board

and the Management Engagement Committee

on 1 January 2020. She was appointed Chairman

of the Nomination Committee on 1 September

2019.

Experience and skills: Beatrice brings to the

Board investment knowledge and expertise

in both equities and global fixed income. She

also brings leadership skills from her time as

a Managing Director of Credit Suisse Asset

Management, LLC where she spent 16 years

in global fixed income. Beatrice was a non-

executive director of Templeton Emerging

Markets Investment Trust PLC until 2022.

Other public company appointments: Beatrice

is a member of the board of Brown Advisory

in the United States and chairs its international

advisory board. She is also a non-executive

director at Telecom Plus PLC, where she is

Senior Independent Director.

ANURADHA CHUGH

(1)

Appointed to the Board on 1 July 2023.

Experience and skills: Anu brings to the Board

extensive marketing experience. She was the

Chief Executive of Pukka Herbs, where she was

responsible for governance and strategy until

June 2023. She is a marketing professional

with more than 25 years’ experience in the

consumer-packaged goods industry, having

formerly been Managing Director of Ben and

Jerrys Europe, Global Marketing Director of

Unilever and Marketing Director of Pepsi Lipton

International. Prior to that she held a number of

senior marketing roles at Unilever.

Other public company appointments: None.

EDWARD KNAPP

(1)

Appointed to the Board on 25 July 2016.

Experience and skills: Edward brings a

combination of investment, operational and

general management experience worldwide,

with expertise in the digital transformation

of large-scale organisations, portfolio

management, risk, strategy and technology.

Edward was previously Chief Operating Officer

and Global Head of Business Management

within the Technology function at HSBC and

prior to that he was a global Chief Operating

Officer at Barclays Bank. Until 2012 he was

at McKinsey & Company, providing board

and advisory services to clients worldwide,

focusing on growth strategy, technology,

risk and transformation, including across

asset management, banking and technology

organisations. He is a former Senior Advisor to

Revolut Limited, the global Financial Technology

company.

Other public company appointments: Edward

is Chairman of Gateley plc and a non-executive

director and Chairman of the Board Audit and

Risk Committee of Ten Group PLC.

RAIN NEWTON-SMITH

(2)

Appointed to the Board on 11 May 2021.

Experience and skills: Rain has considerable

economic and political insight as well as

expertise in sustainability, governance on

reducing carbon emissions and in developing

environmental, social and governance

(‘ESG’) reporting. She is Chief Executive

of the Confederation of British Industry,

having previously been its Chief Economist,

providing business leaders with advice on the

UK economic outlook and global risks. Rain

was formerly Head of Emerging Markets at

Oxford Economics, where she was the lead

expert on China. Prior to that, Rain worked as

a research advisor to the Bank of England’s

Monetary Policy Committee, which included

a secondment to the International Monetary

Fund.

Other public company appointments: None.

QUINTIN PRICE

(1)(2)

Senior Independent Director

Appointed to the Board on 10 March 2020.

Experience and skills: Quintin brings

investment banking and investment

management knowledge and expertise to

the Board from a 40 year career working at a

senior level for a number of leading companies.

From 2005 to 2015 he was at BlackRock where

he was Global Head of Alpha Strategies and a

member of the Global Executive Committee.

Other public company appointments: None.

STEPHEN RUSSELL

(1)

Appointed to the Board on 1 February 2022.

Experience and skills: Stephen brings a very

high level of investment skills and knowledge

to the Board. He is Investment Director and

a member of the multi asset investment

committee at Ruffer LLP, where he helps direct

its investment strategy. He joined Ruffer in

2003 and has managed its flagship pooled

funds and developed its institutional pension

fund offering into one of the largest multi

asset/absolute return fund managers in the

UK. Stephen previously managed segregated

pension funds at Sun Life of Canada and

advised pension fund managers as a strategist

at HSBC.

Other public company appointments: None.

JULIE TANKARD

(1)(2)

Chairman of the Audit Committee

Appointed to the Board and as Chairman of the

Audit Committee on 1 August 2022.

Experience and skills: Julie has a strong

financial background. She is a fellow of

the Chartered Institute of Management

Accountants and until July 2023 was the

Chief Financial Officer and a Board member

of the Port of London Authority where, as

well as finance, she was responsible for risk,

procurement, legal and information technology.

Julie previously chaired the audit committee

of Leeds & York NHS Foundation Trust, prior to

which she held various senior positions at BT

plc.

Other public company appointments: Julie is a

non-executive director of The Biotech Growth

Trust plc.

(1) Member of the Audit Committee

(2) Member of the Nomination Committee

All the Directors are members of the Management Engagement Committee. No Director has a shared directorship elsewhere with other Directors.

RICHARD ROBINSON

Appointed to the Board on 3 May 2024.

Experience and skills: Richard has extensive

investment knowledge, expertise and

experience in global equity markets. He

is Investment Director at Paul Hamlyn

Foundation. Richard was previously Head of

Charities & Foundations at Schroders plc and

held a number of senior positions at Rothschild

Asset Management. He is a former director of

JPMorgan Global Emerging Markets Income

Trust plc and Aurora Investment Trust plc.

Other public company appointments: None.

BOARD OF DIRECTORS (CONTINUED)

49Annual Report and Accounts 2024

Governance Report

DIRECTORS’ REPORT

The Directors submit the Annual Report and Accounts

of the Company for the year ended 31 December 2024.

The Business Review, Corporate Governance statement,

Directors’ biographies, the Reports of the Management

Engagement and Audit Committees and the Directors'

Remuneration Report all form part of this Directors’ Report.

RESULTS AND DIVIDENDS

The results for the year are set out in the attached accounts.

The three interim dividends totalling 10.80 pence per share,

together with the final dividend of 4.80 pence per share

which, subject to approval at the forthcoming Annual

General Meeting (‘AGM’) (Resolution 3), will be paid on

7 May 2025 to shareholders registered on 11 April 2025,

will bring the total dividend for the year to 15.60 pence

per share. This represents an increase of 6.1% over the

comparable 14.70 pence per share paid in respect of the

previous year.

ACCOUNTING

The Financial Statements, starting on page 78, comply

with current UK Financial Reporting Standard (FRS) 102,

supplemented by the Statement of Recommended Practice

‘Financial Statements of Investment Trust Companies

and Venture Capital Trusts’ (‘SORP’) published by the

Association of Investment Companies (‘AIC’). The significant

accounting policies of the Company are set out in note 2

to the Accounts. The unqualified auditors’ opinion on the

Financial Statements appears on page 70. Shareholders will

be asked to approve the adoption of the Annual Report and

Accounts at the forthcoming AGM (Resolution 1).

DISCLOSURE OF INFORMATION TO THE AUDITORS

Each Director confirms that, to the best of their knowledge

and belief:

i) there is no information relevant to the preparation of the

Annual Report and Accounts of which Ernst & Young LLP

(‘EY’ or the ‘auditors’) is unaware; and

ii) each of the Directors has taken all the steps that a

Director might reasonably be expected to have taken to

be aware of relevant audit information and to establish

that EY is aware of that information.

The above confirmation is given and should be interpreted

in accordance with the provision of Section 418 of the

Companies Act 2006.

REAPPOINTMENT OF AUDITOR

EY have indicated their willingness to continue in office

as auditor to the Company and resolutions proposing its

reappointment and authorising the Audit Committee to

determine its remuneration for the ensuing year will be put

to shareholders at the AGM (Resolutions 12 and 13). Further

information in relation to their reappointment can be found

on page 63.

CAPITAL STRUCTURE

As at 31 December 2024 there were 561,819,016 ordinary

shares of 25 pence each (‘ordinary shares’) in issue, of

which 79,286,468 were held in treasury. The total number of

voting rights in the Company as at 11 March 2025 is set out

in Note 17 to the Notice of Annual General Meeting.

All ordinary shares (excluding those held in treasury) rank

equally for dividends and distributions and carry one vote

each. 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. More

details of the capital structure can be found in note 16 to the

Accounts. The revenue profits of the Company (including

accumulated Revenue Reserve), together with the realised

capital profits of the Company, 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

shareholders pro rata to their holdings of ordinary shares.

Full details are set out in the Company’s Articles of

Association.

The Company may only adopt new Articles of Association

by special resolution passed by shareholders at a general

meeting.

REPURCHASE AND ISSUE OF SHARES

At the annual general meeting held on 2 May 2024,

shareholders renewed the Board’s authority to repurchase

up to 14.99% of its own issued ordinary shares, (excluding

any shares held in treasury) at a discount to NAV per share.

The shares repurchased can either be cancelled or held in

treasury, to be re-issued as and when the share price is at a

premium to the NAV per share. Shareholders also authorised

the Board to issue new ordinary shares or sell shares from

treasury up to 10% of the number then in issue.

DIRECTORS’ REPORT (CONTINUED)

A total of 27,260,506 ordinary shares were repurchased

during the year, all of which were placed in treasury. The

shares repurchased represented 5.3% of the shares in

issue (calculated exclusive of any shares held in treasury)

as at 31 December 2023. The repurchases were made at

prices ranging between 931.0 pence and 1,137.0 pence per

share and the aggregate consideration paid for the shares,

including stamp duty and commissions, was £280.1m. A

total of 514,047 ordinary shares have been repurchased into

treasury between 31 December 2024 and 11 March 2025.

NOTIFIABLE INTERESTS IN THE COMPANY’S VOTING

RIGHTS

As at 31 December 2024 and since that date no notifications

of significant voting rights have been received under the

DTRs.

PROPORTIONAL VOTING

Approximately 43% of the Company’s share capital is held

on behalf of non-discretionary clients through the Columbia

Threadneedle savings plans. For those planholders who do

not return their voting directions for the forthcoming AGM,

the nominee company will vote their shares in proportion to

those who do vote (‘proportional voting’). Implementation

of this arrangement is subject to a minimum threshold of

5% of the shares held in the plans being voted. A maximum

limit of 511,000 shares that any one individual investor can

vote, being approximately 5% of the minimum threshold,

also applies. Any shares voted by an investor in excess

of the maximum limit remain valid, but do not form part

of the proportional voting basis. Planholders have the

right to exclude their shares from the proportional voting

arrangement.

APPOINTMENTS TO THE BOARD

Under the Articles of Association of the Company, the

number of Directors on the Board may be no less than

three and no more than fifteen. Directors may be appointed

by the Board or by the Company by ordinary resolution.

All Directors so appointed are subject to re-election by

shareholders at the next annual general meeting. On

appointment, Directors are provided with a handbook

that includes key company documents and details and

have a series of meetings with key individuals at Columbia

Threadneedle Investments as part of their induction process.

REMOVAL OF DIRECTORS

The Company may by special resolution remove any

Director and may by ordinary resolution appoint another

person who is willing to act to be a Director in their place.

The provisions under which a Director would automatically

cease to be a Director are set out in the Company’s Articles

of Association.

CONTRIBUTION AND INDEPENDENCE OF DIRECTORS

The Board is composed solely of independent non-

executive Directors. The Nomination Committee has

considered each Director's performance and the Board has

concurred with its assessment that each Director continues

to make a valuable and effective contribution and remains

committed in their role. Furthermore, no Director has a

past or current connection with the Manager and each

remains independent in character and judgement with no

relationships or circumstances relating to the Company that

are likely to affect their judgement. The Board has therefore

concurred with the Nomination Committee’s assessment

that all the Directors are independent of the Manager and of

the Company itself.

DIRECTORS

The biographies of the Directors who held office at the end

of the financial year are set out on pages 47 and 48. The

skills and experience each Director brings to the Board for

the long-term sustainable success of the Company are also

set out there. Tom Joy stood down from the Board on 31

March 2024. With the exception of Richard Robinson, who

was appointed on 3 May 2024, all the other Directors held

office throughout the year under review. All the Directors

will stand for re-election by shareholders at the forthcoming

AGM in accordance with the Company’s Articles of

Association (Resolutions 4 to 11). Edward Knapp will have

served as a Director for nine years in July this year. He will

seek re-election at the AGM but will step down from the

Board in the second half of this year.

DIRECTORS’ INTERESTS AND INDEMNIFICATION

There were no contracts to which the Company was a party

and in which a Director is, or was, materially interested

during the year. There are no agreements between the

Company and its Directors concerning compensation for

loss of office.

The Company has granted a deed of indemnity to the

Directors in respect of liabilities that may attach to them

in their capacity as Directors of the Company. This covers

any liabilities that may arise to a third party for negligence,

default or breach of trust or duty. This deed of indemnity is

a qualifying third-party provision (as defined by section 234

51Annual Report and Accounts 2024

Governance Report

of the Act) and has been in force throughout the year under

review and remains in place as at the date of this report.

It is available for inspection at the Company’s registered

office during normal business hours and at the AGM. The

Company also maintains directors’ and officers’ liability

insurance.

CONFLICTS OF INTEREST

A company director has a statutory obligation to avoid a

situation in which they have, or potentially could have, a

direct or indirect interest that conflicts with the interests

of the company of which they are a director (a ‘situational

conflict’). The Board therefore has procedures in place for

the authorisation and review of potential conflicts relating to

the Directors. Limits can be imposed as appropriate.

Other than the formal authorisation of the Directors’ other

directorships, no authorisations have been sought. Those

authorisations were reviewed in January 2025. Aside from

situational conflicts, the Directors must also comply with the

statutory rules requiring company directors to declare any

interest in an actual or proposed transaction or arrangement

with the Company.

SAFE CUSTODY OF ASSETS

The Company’s listed investments are held in safe custody

by JPMorgan Chase Bank (the ‘Custodian’). Operational

matters with the Custodian are carried out on the

Company’s behalf by Columbia Threadneedle in accordance

with the provisions of the investment management

agreement. The Custodian is paid a variable fee dependent

on the volume of transactions and the value and location of

the securities held.

DEPOSITARY

JPMorgan Europe Limited (the ‘Depositary’) acts as the

Company’s Depositary in accordance with the Alternative

Investment Fund Managers Directive (‘AIFMD’). The

Depositary’s responsibilities, which are set out in an

Investor Disclosure Document on the Company’s website,

include: cash monitoring; ensuring the proper segregation

and safe keeping of the Company’s financial instruments

that are held by the Custodian; and monitoring the

Company’s compliance with investment and leverage limits

requirements. The Depositary receives for its services a fee

of one basis point per annum on the first £1 billion of the

Company’s net assets and 0.25 basis points per annum on

net assets in excess of that amount, payable monthly in

arrears.

Although the Depositary has delegated to the Custodian

the safekeeping of all listed investments held within

the Company’s portfolio, in the event of loss of those

investments that constitute financial instruments under

the AIFMD, the Depositary will be obliged to return to the

Company financial instruments of an identical type, or the

corresponding amount of money, unless it can demonstrate

that the loss has arisen as a result of an external event

beyond its reasonable control, the consequences of which

would have been unavoidable despite all reasonable efforts

to the contrary.

MANAGEMENT FEES

Information on the management fees payable by the

Company is set out in the Report of the Management

Engagement Committee on page 57.

UK LISTING RULE 6.6.4R

The FCA's UK Listing Rule 6.6.4R requires the Company to

include certain information in a single identifiable section

of the Annual Report or a cross reference table indicating

where that information is set out. The Directors confirm that

there are no disclosures to be made in this respect.

ANNUAL GENERAL MEETING (‘AGM’)

The Company's AGM will be held at The Merchant

Taylors’ Hall, 30 Threadneedle Street, London EC2R 8JB

on Wednesday 30 April 2025 at 12.00 noon. The Notice

of Meeting is set out on pages 104 to 108 and includes

a map of the venue location. The Fund Manager will

give a presentation at the meeting and there will be an

opportunity to ask questions. If you are unable to attend

the AGM, you are requested to submit any questions

you may have with regard to the resolutions proposed

at the AGM or the performance of the Company, in

advance of the meeting to the following email address:

fcitagm@columbiathreadneedle.com. The Fund Manager’s

presentation will be available to view on the Company’s

website at fandc.com, following the meeting.

The AGM will be a "hybrid" meeting, with shareholders

being able to attend the meeting in person or online. For

shareholders choosing to view the AGM online, they will be

able to participate by asking questions and voting. Details

of how to do so are given in the letter that accompanies

your Form of Proxy or Form of Direction. Voting on all

resolutions will be conducted by way of a poll. You are

therefore requested to lodge your votes either through the

online portal or by completing and returning your Form of

Proxy or Form of Direction in accordance with the guidance

set out below. The results of each poll will be announced via

a regulatory announcement to The London Stock Exchange

and posted on the Company’s website at fandc.com after

the meeting.

AUTHORITY TO ALLOT SHARES AND SELL SHARES FROM

TREASURY (RESOLUTIONS 14 AND 15)

By law, directors are not permitted to allot new shares (or

to grant rights over shares) unless authorised to do so by

shareholders. In addition, directors require specific authority

from shareholders before allotting new shares (or granting

rights over shares) for cash or selling shares out of treasury,

without first offering them to existing shareholders in

proportion to their holdings.

Resolution 14 gives the Directors the necessary authority

to allot securities up to an aggregate nominal amount of

£12,050,463 (48,201,852 ordinary shares), being equivalent

to approximately 10% of the Company’s issued share capital

(calculated exclusive of any shares held by the Company in

treasury) as at 11 March 2025, being the latest practicable

date before the publication of the notice of the AGM.

Resolution 15 empowers the Directors to allot such

securities for cash, other than to existing shareholders on

a pro rata basis and also to sell treasury shares without

first offering them to existing shareholders in proportion

to their holdings, up to an aggregate nominal amount of

£12,050,463 (representing approximately 10% of the issued

ordinary share capital of the Company at 11 March 2025,

calculated exclusive of the shares held in treasury).

These authorities provide the Directors with a degree

of flexibility to increase the assets of the Company by

issuing new shares or re-issuing shares from treasury, in

accordance with the policies set out on page 34 or should

any other favourable opportunities arise to the advantage

of shareholders. The Directors expect that they will use the

authorities mainly to satisfy demand from participants in the

Columbia Threadneedle savings plans when they believe it

is advantageous to the Company’s shareholders to do so.

Under no circumstances would the Directors issue shares

or re-issue treasury shares at a price which would result in a

dilution of the NAV per ordinary share.

AUTHORITY FOR THE COMPANY TO REPURCHASE ITS

OWN SHARES (RESOLUTION 16)

At the annual general meeting held in 2024 the Company

was authorised to repurchase approximately 14.99% of

its own shares for cancellation or to be held in treasury.

The number of shares remaining under that authority as

at 31 December 2024 was 55,578,952 shares or 11.5% of

the issued share capital, exclusive of the number of shares

held in treasury. Resolution 16 will authorise the renewal

of such authority, enabling the Company to repurchase

in the market up to a maximum of 72,254,573 ordinary

shares (equivalent to approximately 14.99% of the issued

share capital, exclusive of treasury shares) and sets out

the minimum and maximum prices at which they may

be repurchased exclusive of expenses, reflecting the

requirements of the Companies Act 2006 (the ‘Act’) and

the UK Listing Rules.

The Directors will continue to use this authority in

accordance with its share repurchase policy. Under the

Act, the Company is allowed to hold its own shares in

treasury following a repurchase, instead of cancelling them.

This gives the Company the ability to reissue shares from

treasury quickly and cost-effectively (including pursuant to

the authority under Resolution 15, see above) and provides

the Company with additional flexibility in the management

of its capital base. Such shares may be resold for cash but

all rights attaching to them, including voting rights and any

right to receive dividends are suspended whilst they are

held in treasury. Repurchases of ordinary shares under the

authority will be financed out of realised revenue and/or

capital reserves and funded from the Company’s own cash

resources or, if appropriate, from borrowings. The Board

intends to seek a renewal of such authority at subsequent

annual general meetings.

FORM OF PROXY

If you are a registered shareholder you will have received

a Form of Proxy for use at the AGM. You will also have

the option of lodging your proxy vote using the internet.

For shares held through CREST, proxy appointments may

be submitted via the CREST proxy voting system. Please

either complete, sign and return the Form of Proxy in the

envelope provided as soon as possible in accordance with

the instructions or, alternatively, lodge your proxy vote via

the internet or the CREST proxy voting system, whether or

not you intend to be present at the AGM.

DIRECTORS’ REPORT (CONTINUED)

53Annual Report and Accounts 2024

Governance Report

All proxy appointments should in any event be returned or

lodged so as to be received not later than 12.00 noon on

Monday 28 April 2025.

FORM OF DIRECTION

If you are an investor in any of the Columbia Threadneedle

savings plans, you will have received a Form of Direction for

use at the AGM and you will also have the option of lodging

your voting directions using the internet.

All voting directions should be made as soon as possible in

accordance with the instructions on the Form of Direction

and, in any event, not later than 12.00 noon on Wednesday

23 April 2025, so that the nominee company can submit a

Form of Proxy within the required period.

VOTING RECOMMENDATION

The Board considers that the resolutions to be proposed at

the AGM are in the best interests of shareholders as a whole.

It therefore recommends that shareholders vote in favour of

each resolution, as the Directors intend to do in respect of

their own beneficial holdings.

By order of the Board

Columbia Threadneedle Investment Business Limited

Company Secretary

14 March 2025

CORPORATE GOVERNANCE REPORT

COMPLIANCE

The Board is committed to high standards of corporate

governance. It has considered the principles and provisions of

the AIC Code of Corporate Governance published in 2019 (the

‘AIC Code’), which addresses the principles and provisions

set out in the UK Corporate Governance Code (the ‘UK

Code’) published in 2018, as they apply to investment trust

companies. For the 2025 financial year the 2024 versions of

both codes will apply. The Board considers that reporting

against the AIC Code, therefore, provides more appropriate

information to the Company’s shareholders. It confirms that

the Company has complied with the principles and provisions

of the AIC Code, in so far as they apply to the Company’s

business, throughout the year under review. As all of the

Company’s day-to-day management and administrative

functions are outsourced to third parties, it has no executive

directors, employees or internal operations and therefore has

not reported in respect of the following:

• the role of the executive directors and senior

management;

• executive directors’ and senior management

remuneration; and

• the workforce

The rationale for the Company not having established its own

internal audit function is explained on page 61.

Copies of the AIC Code and UK Code and can be found on

the following websites: theaic.co.uk and frc.org.uk.

GOVERNANCE OVERVIEW

The Board has established an Audit Committee, Management

Engagement Committee and Nomination Committee. As

the Board has no executive directors and no employees

and is composed solely of non-executives, it does not have

a Remuneration Committee. Detailed information on the

remuneration arrangements for the Company’s Directors can

be found in the Directors' Remuneration Report on pages 65

to 68 and in note 5 to the Accounts.

The Company has appointed the Manager to manage the

investment portfolios as well as to carry out the day-to-day

management and administrative functions. An explanation

of the reporting arrangements from the Manager is set out

in the Strategic Report on page 37 and in the Report of

the Audit Committee in respect of risk management and

internal control on pages 60 to 61. Explanations regarding

the Board’s appointment of the Manager, including reference

to the strength and depth of its resources, measurement of

performance and alignment with the values of the Board can

be found on pages 31 and 32.

The Board has direct access to the company secretarial

advice and services of the Manager which, through the

Company Secretary, is responsible for ensuring that Board

and committee procedures are followed and applicable laws

and regulations are complied with. The proceedings at all

Board and committee meetings are fully recorded through a

process that allows any Director’s concerns to be recorded

by the Company Secretary in the minutes. The Board has

the power to appoint or remove the Company Secretary in

accordance with the terms of the investment management

agreement.

BOARD LEADERSHIP

The Board, led by the Chairman, is responsible for the

effective stewardship of the Company’s affairs and has in

place a schedule of matters that is reserved for its decision,

which are reviewed annually. These are categorised and

reviewed under strategy, policy, finance, risk, investment

restrictions, performance, marketing, appointments, the

Board and public documents. It has responsibility for all

corporate strategic issues, principal policies and corporate

governance matters, which are all reviewed regularly.

At each meeting the Board reviews the Company’s

investment performance and considers financial analyses

and other reports of an operational nature. The Board

monitors compliance with the Company’s objective and is

responsible for setting investment and gearing limits within

which the Fund Manager has discretion to act and thus

supervises the management of the investment portfolio

which is contractually delegated to the Manager. The Board

has the right of veto over the appointment of sub-managers

recommended by the Fund Manager. It has responsibility for

the approval of all investments in in-house funds managed

or advised by the Manager and any unlisted investments

with the exception of new private equity investments,

responsibility for which has been delegated to the Manager.

DIVISION OF BOARD RESPONSIBILITIES

As an externally managed investment company, there are no

executive directors; all the Directors are non-executive. The

Chairman is responsible for the leadership and management

of the Board and promotes a culture of openness, challenge

and debate. The Chairman sets the agenda for all Board

meetings under a regular programme of items in conjunction

55Annual Report and Accounts 2024

Governance Report

with the Company Secretary. Building on the strong working

relationship with the Manager, the Fund Manager and other

management company personnel attend the meetings

throughout the year and report to the Board. Discussions at

all levels are held in a constructive and supportive manner

with appropriate challenge and strategic guidance and

advice from the Board whenever necessary consistent with

its culture and values.

Quintin Price is the Board’s Senior Independent Director. He

acts as an experienced sounding board for the Chairman

and an intermediary for other Directors and shareholders

and he leads the annual evaluation of the Chairman.

In order to enable them to discharge their responsibilities, all

Directors have full and timely access to relevant information.

Directors are able to seek independent professional advice

at the Company’s expense in relation to their duties. No such

advice was taken during 2024.

COMPOSITION OF BOARD COMMITTEES

Committee membership is noted in each Director’s

biography on pages 47 and 48, while the respective terms of

reference can be found on the Company’s website at

fandc.com.

NOMINATION COMMITTEE

The primary role of the Nomination Committee is to

review and make recommendations regarding Board

structure, size and composition, the balance of knowledge,

experience, range of skills and diversity and to consider

succession planning and tenure policy. It oversees the

process for evaluating the Board, its committees and

individual Directors. The Committee also reviews the level of

Directors' fees and makes recommendations to the Board as

appropriate.

TENURE

The Board is of the view that length of service will not

necessarily compromise the independence or contribution

of directors of an investment trust company or, indeed, its

chairman. This is because continuity and experience can add

significantly to the strength of investment trust company

boards where the characteristics and relationships tend

to differ from those of trading companies. However, the

Chairman and Directors normally serve for a maximum nine-

year term. None of the Directors standing for re-election at

the forthcoming AGM has served in excess of nine years.

DIVERSITY

The Board's policy on diversity is set out on page 35.

SUCCESSION PLANNING

A Board succession plan is in place, with the emphasis

on maintaining the highest level of skills, knowledge and

experience on the Board. When recruiting a new Director

to the Board, the Nomination Committee refers to a matrix

that sets out the skills and experience and considers the

remaining tenure of each of the Directors. This assists

in identifying the desired attributes of the new Director

and ensures that the Board continues to be composed of

individuals with appropriate and complementary skills and

experience and provides continuity.

Nurole Limited was engaged for the recruitment process

that resulted in the appointment of Richard Robinson in

May 2024 to succeed Tom Joy, who stepped down from

the Board on 31 March 2024 due to other commitments. A

wide range of candidates with diverse backgrounds, skills

and experience were considered. Nurole Limited does not

provide any other services to the Company and has no other

connection with the Company or individual Directors.

The process to recruit a successor to Edward Knapp, who

will retire from the Board in the second half of this year, will

commence shortly.

BOARD EVALUATION AND EFFECTIVENESS

As part of the three year cycle, the 2024 annual evaluation

of the Board, its committees and the individual Directors was

carried out internally. The process included the completion

by each Director of a questionnaire, which was followed by

a confidential, unattributable one-to-one interview with the

Chairman. Progress in achieving the priorities agreed for

2024 was reviewed as part of the process, as was feedback

on maintaining the culture and values of the Board. The

appraisal of the Chairman was covered as part of the process

and, as noted above, was led separately by the Senior

Independent Director. The evaluation concluded that the

Board oversees the management of the Company effectively

and continues to have the skills and expertise necessary to

safeguard stakeholders’ interests. All Directors demonstrate

commitment to their roles and, drawing on diverse but

complementary skills and experience, provide constructive

challenge to the Fund Manager. All Directors provide valuable

contributions to the deliberations of the Board commensurate

with their experience and responsibilities, so contributing to

the Company’s long-term success.

The activities of the Nomination, Management Engagement

and Audit Committees were considered as part of the Board

evaluation process. The conclusion from this process was

that the Committees continued to operate effectively, with

an appropriate balance of membership, experience and

skills.

BOARD AND COMMITTEE MEETINGS

The table below sets out the Directors’ meeting attendance

record in 2024. The Board also held a separate meeting in

September 2024 to consider strategic issues. In addition to

its scheduled annual meeting, the Nomination Committee

met on several other occasions as part of the process to

recruit a new Director.

AUDIT, RISK MANAGEMENT AND INTERNAL CONTROL

The Board has a well established and effective Audit

Committee, whose report is set out on pages 59 to 64.

The report includes an explanation of the assessment

of the Company’s going concern status and how the

Board oversees the risk management and internal control

framework and the procedures under which risk is managed.

The Committee also considers the Company’s long-term

viability and the nature and extent of the risks the Company

is willing to take in order to achieve its long-term strategic

objectives as well as identifying emerging risks. The

rationale for the Company not having established its own

internal audit function is explained on page 61, while further

information on the Company’s risk management and internal

control framework can be found on pages 60 to 61.

The report of the Audit Committee provides an overview of

how the Board satisfies itself on the integrity of the financial

statements and how the independence and effectiveness of

the external auditor is assessed. An explanation is also given

on the process under which the Board satisfied itself that

the Annual Report and Accounts, taken as a whole, presents

a fair, balanced and understandable assessment of the

Company’s position and prospects.

RELATIONS WITH SHAREHOLDERS AND STAKEHOLDERS

Information on the Company’s engagement with its key

stakeholders is set out on pages 37 and 38.

DIRECTORS' REMUNERATION AND THE MANAGEMENT

FEE

The Directors' remuneration policy is explained on page

65. As non-executive Directors, fees are set at a level

commensurate with the skills and experience necessary

for the effective stewardship of the Company and the

contribution towards the delivery of the investment

objective. While there are no executive directors and no

employees, shareholders should expect that the fees paid

to the Manager are aligned with the Company’s purpose,

values and the successful delivery of its long-term strategy.

This is achieved by charging the management fee on the

Company’s market capitalisation, on a tiered basis. Having a

tiered fee structure assists in bringing down the Company’s

cost ratio as it grows, with the benefits of scale being passed

on to shareholders.

By order of the Board

Columbia Threadneedle Investment Business Limited

Company Secretary

14 March 2025

Directors’ attendance in 2024

Board

Audit

Committee

Nomination

Committee

Management

Engagement

Committee

No. of meetings

6 3 1 1

Beatrice

Hollond

(1)

6 3 1 1

Anuradha

Chugh

6 3 n/a 1

Tom Joy

(2)

2 n/a 1 1

Edward Knapp 6 3 n/a 1

Rain

Newton-Smith

(3)

5 n/a 1 1

Quintin Price 6 3 1 1

Richard

Robinson

(1,4)

3 1 n/a n/a

Stephen Russell 6 3 n/a 1

Julie Tankard 6 3 1 1

(1) Attended but was not a member of the Audit Committee.

(2) Stepped down from the Board on 31 March 2024.

(3) Unable to attend one Board meeting due to another commitment.

(4) Appointed to the Board on 3 May 2024.

CORPORATE GOVERNANCE REPORT (CONTINUED)

57Annual Report and Accounts 2024

Governance Report

REPORT OF THE MANAGEMENT

ENGAGEMENT COMMITTEE

ROLE OF THE COMMITTEE

The primary role of the Management Engagement

Committee is to evaluate the performance of the Manager

for the investment, company secretarial, financial,

administration, marketing and support services that it

provides under the investment management agreement.

It also reviews the terms of that agreement, including

the level and structure of fees payable, the length of the

notice period and best practice provisions generally.

The Committee is also responsible for the review of

the Company's third-party service providers. All of the

Committee’s responsibilities have been carried out over the

course of 2024 and 2025 to date.

MANAGER EVALUATION PROCESS

The Committee met once during the year and again in

January 2025 for the purpose of the annual evaluation of

all aspects of the Manager’s performance. Its performance

is considered at every Board meeting, with a formal

evaluation by the Committee each year. For the purposes of

its ongoing monitoring, the Board receives detailed reports

and views from the Fund Manager on investment policy,

asset allocation, stock selection, gearing and risk, together

with quarterly reports on the Columbia Threadneedle

managed portfolio strategies. Quarterly updates are also

received from the sub-managers. The Board receives

comprehensive performance data from the Manager and

also from Morningstar UK Limited and Refinitiv Eikon,

which are leading data suppliers. These enable it to assess:

the success or failure of the management of the total

portfolio against the performance objectives set by the

Board; the sources of positive and negative contribution

to portfolio returns in terms of asset allocation, sector

and stock selection and gearing; and the performance of

each investment portfolio against its local index, where

applicable, and the risk/return characteristics. Portfolio

performance information, which is relevant in monitoring

the Manager, the sub-managers and the Private Equity

funds of funds managers, is set out on pages 9 to 17.

MANAGER REAPPOINTMENT

The annual evaluation that took place in January 2025

included presentations from the Fund Manager and the

Manager's Head of Investment Trusts. This focused primarily

on the objectives set by the Board and the Manager’s

contribution towards achieving those objectives, particularly

with regard to investment strategy and marketing. With

regard to performance, the Company’s net asset value total

return has outperformed the benchmark index over one,

three, five and ten years to 31 December 2024, meeting

the Company’s objective of delivering long-term growth in

capital and income. The Committee met in closed session

following the presentations and concluded that, in its

opinion, the continuing appointment of the Manager on

the terms agreed was in the interests of shareholders as a

whole. The Board ratified this recommendation.

THE MANAGER’S FEE

An important responsibility of the Committee is the

regular review of the Manager’s fee. The management fee

is reviewed by the Committee every three years and was

reviewed in January 2025. The fee has been revised with

effect from 1 January 2025 and it is now charged at the

rate of 0.3% on the first £3.5bn of the market value of the

Company (down from £4bn previously) and at 0.25% on the

value of the Company between £3.5bn and £6bn. A new tier

has been introduced, with a fee of 0.2% on the market value

above £6bn applying. From 1 January 2026 the level at

which the 0.25% fee will apply will fall further, to £3bn. The

fee is calculated and paid monthly in arrears and is subject

to a reimbursement for amounts earned from investments

in other investment vehicles managed by the Manager.

As part of the fee arrangement, the Manager will make an

annual contribution to the Company’s budget for marketing

activities in each of the three years to and including 2027.

In the year under review, the total management fee paid

was £14.8m, an increase from the total fee of £13.6m paid in

2023. Note 4 to the Accounts provides detailed information

in relation to the management fee.

During the year, the Manager delegated the management

of the US portfolios to Barrow, Hanley, Mewhinney & Strauss

and JPMorgan Asset Management for which it incurs fees.

The Company reimburses the Manager for these fees, which

in 2024 amounted to £3.7m (2023: £3.0m) (see note 4 to

the Accounts).

PRIVATE EQUITY MANAGEMENT FEES

No additional fees (beyond the fee detailed above) are paid

to the Manager for any future commitments made to Private

Equity that fall within its remit. The Manager and certain

individuals employed by the Manager are, however, entitled

to participate in a performance fee arrangement in the form

of carried interest over secondary or co-investments made

within the Private Equity programme.

The fees paid to the Private Equity managers in respect

of the Private Equity funds amounted to £2.0m for 2024

(2023: £1.9m) (see note 4 to the Accounts) all of which

were incurred indirectly through the funds. Some of the

funds have arrangements whereby the Private Equity

managers share in the profits once certain “hurdle” rates of

return to investors have been achieved. These arrangements

are varied and complex but are on normal commercial

terms within the Private Equity funds of funds industry. Fees

payable by the underlying funds are negotiated by each

manager. The arrangements also vary from fund to fund,

but management fees of 2% per annum and a 20% carried

interest, once an agreed hurdle rate of return for investors

has been achieved, are normal.

PE Investment Holdings 2018 LP pays an annual fee of

£1,000 to the General Partner. This is not directly incurred

by the Company but is reflected in the underlying value

of the investment. The investment in Inflexion Strategic

Partners is a direct investment in that business and

therefore no fees are incurred in relation to it.

USE OF THE “F&C” NAME

The Company was previously named Foreign & Colonial

Investment Trust PLC and continues to own the name

“Foreign & Colonial” while the Manager owns the name

“F&C”. The terms under which the Company can use the

“F&C” name are set out in a separate trade mark licence

agreement with the Manager dated 1 March 2018. The

licence agreement is royalty free subject to there being

no material change to the Company’s management

arrangements with the Manager within the next 8 years.

Beatrice Hollond

Chairman, Management Engagement Committee

14 March 2025

REPORT OF THE MANAGEMENT ENGAGEMENT COMMITTEE (CONTINUED)

59Annual Report and Accounts 2024

Governance Report

ROLE OF THE COMMITTEE

The primary responsibilities of the Audit Committee are

to ensure the integrity of the financial reporting and

statements of the Company, to oversee the preparation and

audit of the annual accounts, the preparation of the half

year accounts and the risk management and internal control

processes. The Committee met three times during the year

with the Manager’s Investment Trust Accountant, Head of

Investment Trusts, Risk Managers and the Fund Manager in

attendance. EY attended on two occasions and have met

in private session with the Committee. The Board Chairman

was invited to, and regularly attended, Committee meetings.

Specifically, the Committee considered, monitored and

reviewed the following matters:

• The financial statements, including advice to the Board

as to whether the annual report and accounts taken as

a whole is fair, balanced and understandable;

• The accounting policies of the Company;

• A report setting out a review of the appropriateness

of continuing to adopt the going concern basis in

preparing the Company’s accounts undertaken by the

Manager;

• The principal and emerging risks faced by the

Company and the effectiveness of the Company’s

system of risk management and internal control

environment;

• The assumptions and results of the scenario testing of

the long-term viability of the Company and the basis of

the Long-Term Viability statement;

• How the Company has applied the principles and

complied with the provisions of the AIC Code;

• The effectiveness of the external audit process and the

current independence and objectivity of the auditor,

EY;

• The appointment, remuneration and terms of

engagement of EY;

• The policy on the engagement of the external auditor

to supply non-audit services and approval of any such

services;

• Whether to change the Company’s current policy by

establishing its own Internal Audit function;

• The ISAE/AAF and SSAE16 reports or their equivalent

from the Manager, the Custodian, the Depositary, the

Private Equity managers and the sub-managers and

a due diligence report from the Company’s Share

Registrar;

• The Company’s trademarks and intellectual property

rights;

• The operational performance of the Manager; and

• The Committee’s terms of reference for approval by the

Board.

Comprehensive papers relating to each of these matters

were prepared for discussion. These were debated by

the Committee and any recommendations were fully

considered if there was a judgement to be applied in

arriving at conclusions. Recommendations were then made

to the Board as appropriate. The Committee has received

confirmation from the Manager that the systems of risk

management and internal control operated effectively

throughout the year under review and thereafter to the date

of this report.

The Board retains ultimate responsibility for all aspects

relating to external financial statements and other

significant published financial information, as noted in

the Statement of Directors’ Responsibilities on page 69.

On broader control policy issues, the Committee has

reviewed, and is satisfied with, the Code of Conduct and

the Anti-Corruption Policy and Guidelines to which the

Manager's employees are subject. The Board is responsible

for ensuring appropriate procedures and processes are

in place to enable issues of concern to be raised. Mindful

of this, the Committee has reviewed the Manager's

Whistleblowing Policy, under which its directors and

staff may, in confidence, raise concerns about possible

improprieties in financial reporting or other matters. The

Committee Chairman followed this up with a meeting with

Columbia Threadneedle Investments’ Head of Compliance.

The Committee has received assurances that the necessary

arrangements are in place for communication by the

Manager to the Committee where matters might impact the

Company, with appropriate follow-up action. In 2024 there

were no such concerns raised with the Committee.

COMPOSITION OF THE COMMITTEE

The Board recognises the requirement for at least one

member of the Committee to have recent and relevant

financial experience and for the Committee as a whole

to have competence relevant to the sector in which

the Company operates. The Committee comprises five

independent non-executive Directors. Julie Tankard is

Chairman of the Committee and a fellow of the Chartered

Institute of Management Accountants. Until 2023, she was

REPORT OF THE AUDIT COMMITTEE

REPORT OF THE AUDIT COMMITTEE (CONTINUED)

Chief Financial Officer of the Port of London Authority

and was also responsible for risk. The other members of

the Committee have a combination of financial, investment

and business experience through the senior posts held

throughout their careers. Details of the Committee

members can be found on pages 47 and 48. Richard

Robinson has attended a Committee meeting and will

join the Committee with effect from 1 July 2025, replacing

Edward Knapp who will retire from the Board in the second

half of 2025. The Committee’s terms of reference can be

found on the Company's website at fandc.com.

MANAGEMENT OF RISK

The Manager’s Operational Risk Department provides

regular control reports to the Committee covering risk and

compliance, while the Company’s investment management

agreement requires that any significant issues of direct

relevance to the Company are reported to the Committee

and to the Board without delay. There were no such reports

during the year under review and up to the date of this

report.

For the management of risk, a key risk summary is

produced by the Manager in consultation with the Board

to identify the risks to which the Company is exposed,

the controls that are in place and the actions being taken

to mitigate them. The Board has a robust process for

considering the resulting risk control assessment at regular

meetings and reviews the significance of the risks and

the reasons for any changes. The Company’s Principal

and Emerging Risks are set out on pages 41 to 45, with

additional information given in note 25 to the Accounts.

Included within these disclosures is information detailing

the reverse stress test that has again been carried out as

part of the Board’s assessment of the Company’s long-

term viability. Those tests consider the combination and

magnitude of plausible events that could potentially force

the Company to discontinue its operations or impact

its resilience and its ability to meet its liabilities over the

coming ten years.

The Board, through the Committee, carried out a

robust review and assessment of the principal risks

and identification of emerging risks to the Company.

The integration of the risks identified into the analyses

underpinning the Long-Term Viability statement on page

45 was considered fully and the Committee concluded that

the Board’s statement was soundly based. The period of

ten years was also agreed as remaining appropriate for the

reasons given in the statement, whilst recognising that it

remains longer than that used by many other companies.

RISK MANAGEMENT AND INTERNAL CONTROL

The Board has overall responsibility for the Company’s

system of risk management and internal control, for

reviewing its effectiveness and ensuring that risk

management and internal control processes are embedded

in the Manager's day-to-day operations. The Committee

has reviewed and reported to the Board on those controls,

which aim to ensure that the assets of the Company are

safeguarded, proper accounting records are maintained

and the financial information used within the business and

for publication is reliable. Control of the risks identified,

covering financial, operational, compliance and overall

risk management, is exercised by the Committee through

regular reports provided by the Manager. The reports

cover investment performance, performance attribution,

compliance with agreed and regulatory investment

restrictions, financial analyses, revenue estimates,

performance of the third-party administrators of Columbia

Threadneedle's savings plans and on other relevant

management issues. In addition, the Committee receives an

annual presentation from the Manager's Chief Information

Security Officer to gain assurance on its cyber security

policies, testing and controls.

The system of risk management and internal control is

designed to manage rather than eliminate the risk of

failure to achieve business objectives and can only provide

reasonable, but not absolute, assurance against material

misstatement or loss or fraud. Further to the review by the

Committee, the Board has assessed the effectiveness of

the Company’s internal controls. The assessment included

a review of the Manager’s risk management infrastructure

and the report on its policies and procedures in operation

and tests for the year to 1 October 2024 and subsequent

confirmation from the Manager that there had been no

material changes to the control environment in the period

to 11 March 2025. The report on the Manager’s control

policies and procedures with respect to the management

of clients’ investments and maintenance of their financial

records is prepared in accordance with the International

Standard on Assurance Engagement (ISAE) No. 3402 and

to the standards of the Institute of Chartered Accountants

in England and Wales Technical Release AAF (01/06)

(the ‘ISAE/AAF Report’) and is reviewed and reported

on by independent reporting accountants KPMG. The

effectiveness of the controls is monitored by the Manager’s

61Annual Report and Accounts 2024

Governance Report

Audit and Risk Committee which, for the year to 1 October

2024, received regular reports from its internal audit

department. Procedures are also in place to capture and

evaluate any failings and weaknesses within the Manager’s

control environment and those extending to any outsourced

service providers to ensure that action would be taken to

remedy any significant issues.

Any errors or breaches relating to the Company are

reported at each Committee and Board meeting by the

Manager, including those relating to the administration of

their savings plans and related complaint levels. Material

issues would be reported earlier to the Chairman. No failings

or weaknesses that were material to the overall control

environment or financial statements were identified in the

year under review. The Committee also reviewed the control

reports of the Custodian, the Depositary, Barrow, Hanley,

Mewhinney & Strauss, JPMorgan Asset Management, the

Private Equity managers and the Share Registrars' due

diligence report and was satisfied that there were no

material exceptions.

Through the reviews noted above and by direct enquiry of

the Manager and other relevant parties, the Committee and

the Board are satisfied that there were no material control

failures or exceptions affecting the Company’s operations

during the year under review or in 2025 to the date of this

report.

Based on the processes and controls in place within the

management company, the Committee has concluded, and

the Board has concurred, that there is no current need for

the Company to have a separate internal audit function.

EXTERNAL AUDIT PROCESS AND SIGNIFICANT ISSUES

CONSIDERED BY THE COMMITTEE

In carrying out its responsibilities, the Committee has

considered the planning arrangements, scope, materiality

levels and conclusions of the external audit for 2024. The

table on page 62 describes the significant judgements

and issues considered by the Committee in relation to the

financial statements for the year and how these issues were

addressed. Specifically, the most significant judgement

for the year concerned the private equity investment,

Inflexion Strategic Partners, which was revalued upwards.

The Committee also included in its review the areas of

judgements, estimates and assumptions referred to in

note 2(c)(xiii) to the Accounts. Likewise, it reviewed the

disclosure and description of the Alternative Performance

Measures provided on pages 113 to 115 and is satisfied that

the disclosure is fair and relevant.

Given the complexity of the Private Equity investments,

the Committee continues to scrutinise and challenge the

valuation of those investments. It questioned Columbia

Threadneedle and Pantheon on their processes in meetings

during the year. The year end valuation is an estimate

based on the September valuations extrapolated to the

year end by adjusting for cash flows and any known events

(as described in notes 2(c)(ii) and 25(d) to the Accounts).

The Committee back-tested the validity of this estimation

process by comparing variances in the estimated value with

the actual audited values as at 31 December 2023 (which

become known in May/June of the following year). The

overall percentage change between the Company’s year

end valuations and those shown in the audited accounts

of the underlying holdings was immaterial. In testing and

challenging underlying adjustments made by the Private

Equity managers, the Committee ensures that the highest

levels of oversight and scrutiny are applied. The process

for determining the direct Private Equity valuations was

reviewed and confirmed by the Committee as being

appropriate. The Committee has adopted a formal valuation

policy for the Company’s private equity investments which

is reviewed annually.

The Committee met in February 2025 to discuss the Annual

Report and Accounts, with representatives of EY and the

Manager in attendance. EY submitted its year end report

and indicated that at that stage it would have no reason

not to issue an unqualified audit opinion in respect of the

Annual Report and Accounts. The Committee established

that there were no material issues or findings arising which

needed to be brought to the attention of the Board.

The Committee recognises the importance of continually

improving non-financial reporting and the increased

focus on the Strategic Report by investors and regulators.

Therefore, the Committee has carefully considered the

disclosures made in the Annual Report and Accounts

particularly in relation to those made under section 172(1)

of the Act, including how wider stakeholder interests

have been taken into account by the Directors while

performing their duties and related disclosures with regard

to responsible investment issues. The Committee has had

regard to the non-financial reporting requirements in the

Act, which is an area of reporting that continues to evolve.

The Committee also noted that an independent,

experienced and objective third-party consultant was

engaged to review the Annual Report and Accounts and

comment on its fairness, balance and comprehension. The

Committee recommended to the Board that the Annual

Report and Accounts was in its view, fair, balanced and

understandable in accordance with accounting standards,

regulatory requirements and best practice.

The Independent Auditor’s Report which sets out the

unqualified audit opinion, the scope of the audit and the

areas of focus, in compliance with applicable auditing

standards, can be found on pages 70 to 77.

GOING CONCERN

The Directors confirm their reasonable expectation that

the Company has adequate resources to continue in

operational existence for a period of at least twelve months

from the date of approval of the financial statements. This

confirmation is based on a review of assumptions that

took into account the outlook for global stock markets and

economies; the diversified portfolio of readily realisable

securities which can be used to meet short-term funding

commitments; and the ability of the Company to meet all of

its liabilities and ongoing expenses. The Directors also took

account of the results of illustrative stress tests, which were

based on assumptions that they considered to be the most

Significant Judgements and Issues considered by the Committee

Matter Action

Investment Portfolio Valuation

The Company’s portfolio of

investments comprises large

cap, liquid securities quoted on

recognised stock exchanges,

together with illiquid Private Equity

funds of funds and one direct

investment. The Private Equity

vehicles, which are subject to

signed agreements covering long-

term commitments and funding,

hold a diversity of unquoted

investments whose values are

subjective. Incorrect valuations

could have a material impact on

the Company's NAV.

The Committee reviewed annual audited internal control reports from the Manager, the

sub-managers and Private Equity funds of funds managers. These reports indicated

that the relevant systems and controls surrounding daily pricing, cash and holdings

reconciliations, security valuation and Private Equity funding had operated satisfactorily.

In addition, with regard to Private Equity vehicles, the Committee discussed controls

directly with the managers; reviewed the managers’ estimated valuations in detail at six

monthly intervals; and performed a thorough review and comparison of each Private

Equity fund’s 31 December 2023 or most recent audited value versus the managers’

estimated valuation adopted by the Company in its own reporting. The review indicated

that the Private Equity managers’ estimated valuations could continue to be relied upon

as being at fair value in accordance with the Company’s accounting policy. The process

for valuing the direct private equity valuations, including the revaluation of Inflexion

Strategic Partners, was reviewed and agreed by the Committee.

Misappropriation of Assets

Misappropriation of the Company’s

investments or cash balances could

have a material impact on its NAV.

The Committee reviewed the annual audited internal control reports of the Manager

and the Custodian. Neither of these reports indicated any failures of controls over

the existence and safe custody of the Company’s investments and cash balances. The

Committee reviews regularly the list of banks which the Manager and sub-managers

are authorised to place cash and deposits with. The Company’s Depositary reported

quarterly on the safe custody of the Company’s investments and the operation of

controls over the movement of cash in settlement of investment transactions. Through

these reports the Committee is satisfied that the assets remained protected throughout

the year.

Income Recognition

Incomplete controls over, or

inaccurate recognition of, income

could result in the Company

misstating its revenue receipts and

associated tax, with consequences

for overall performance, payment

of dividends to shareholders and

compliance with taxation rules.

The Committee’s review of the Manager’s annual audited controls report indicated that

there were no control failures in the year. The Committee satisfied itself that special

dividends had been correctly treated in accordance with the Company’s accounting

policy. Investment income was tested and reported on by the Manager and agreed by

the Committee.

REPORT OF THE AUDIT COMMITTEE (CONTINUED)

63Annual Report and Accounts 2024

Governance Report

relevant, covering the period to 31 March 2026 that enabled

them to assess the impact of varying degrees of:

• falls in the value of the publicly listed investments;

• increased share buyback volumes;

• illiquidity and early calls on private equity

commitments;

• adverse fluctuations in exchange rates; and

• falls in annual revenue.

In addition to the stress tests, a reverse stress test was

carried out to establish the extent to which markets and

revenue would need to fall and exchange rates move such

that the Company would breach its most onerous financial

loan covenants. These covenants stipulate that the net

assets of the Company must not fall below £750m and

that gearing must not exceed 35% of the adjusted portfolio

value

(1)

. The results of the test illustrated that there would

need to be a 65% fall in the values of the public and private

equity portfolios together with a 62% fall in revenue and

adverse exchange rate movements of 20% to breach

the maximum gearing covenant of 35%. The test was

illustrative only and undertaken without any assumptions of

intervention that would mitigate their effect. Such an event

is therefore highly unlikely. Under any scenario of prolonged

severe market falls that could threaten the Company’s

ability to continue as a going concern, the Board would

work with the Manager to take mitigating action that could

include portfolio restructuring, reduced dividend payments

and share buybacks and cost cutting.

At present, the Company does not have any revolving

credit facilities in place and currently its gearing is provided

entirely by a perpetual debenture and unsecured, fixed rate

senior notes, with various rates of interest and maturities.

Should the Board wish to take out a short term loan facility,

based on past experience it does not believe that it would

have difficulty in obtaining such a facility.

Based on their assessment of the magnitude of the events

that would cause the Company to fail to meet its liabilities

as they fall due, and their knowledge and experience of

the Company’s portfolio and stock markets, the Directors

continue to adopt the going concern basis in preparing the

accounts for the year ended 31 December 2024. See also

note 24 to the Accounts.

AUDITOR ASSESSMENT, INDEPENDENCE AND

APPOINTMENT

The Committee reviews the reappointment of the auditor

every year and has been satisfied with the effectiveness

of EY’s performance. The audit partner rotates at least

every five years, in accordance with professional guidelines.

James Beszant is the senior statutory auditor and this is his

fourth year as audit partner. The Committee is satisfied that

EY are independent of the Company and have complied

with relevant auditing standards. In evaluating EY, the

Committee has taken into consideration the standing, skills

and experience of the firm and of the audit team. From

direct observation and indirect enquiry of management,

the Committee is satisfied that EY will continue to provide

effective independent challenge in carrying out their

responsibilities.

The Committee also considered the evaluation of EY’s

audit performance through the Audit Quality Inspection

Report for 2023/24 published by the Financial Reporting

Council (the ‘FRC’). Of EY’s audits that were reviewed

by the FRC, 76% were graded as requiring no more than

limited improvements, a similar level to the prior year.

The Committee discussed the findings with EY's audit

partner, who confirmed that EY would continue to strive for

improvements.

The FRC’s Ethical Standard continues to press for ever

higher quality auditing standards which means that

audit firms are incurring substantial costs. It also expects

audit firms to demonstrate that they are economically

sustainable. This upward pressure on costs has been

reflected in significant increases in the audit fee in recent

years. The audit fee for 2024, excluding VAT, was £156,000

(2023: £151,400). More details can be found in note 5

to the Accounts. The Committee has a duty to consider

carefully the audit for value and effectiveness and, as part

of its annual review, the need for putting the audit out to

tender for reasons of quality, independence or value. In

view of the substantial increases in the fee over recent years

and the potential for further increases in future years, the

Committee continues to monitor developments and take

market soundings on audit quality and fees as appropriate.

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 auditor and the setting of the policy on the

provision of non-audit services.

NON-AUDIT SERVICES

The Committee regards the continued independence of

the external auditor to be a matter of the highest priority.

The Company’s policy with regard to the provision of

non-audit services by the external auditor ensures that no

engagement will be permitted if:

• the provision of the services would contravene any

regulation or ethical standard;

• the auditors are not considered to be expert providers

of the non-audit services;

• the provision of such services by the auditor creates a

conflict of interest for either the Board or the Manager;

• the services are considered to be likely to inhibit the

auditor’s independence or objectivity as auditors.

In particular, the Committee has a policy that the

accumulated costs of all non-audit services sought from

the auditor in any one year should not exceed 30% of

the likely audit fees for that year and not exceed 70%

cumulatively over three years. Any individual service likely

to exceed £5,000 is agreed by the Committee prior to the

commencement of the service. There were no non-audit

services for the year ended 31 December 2024 (2023: nil).

AUDIT TENDER

The Company is required to carry out a tender every ten

years with the next due to be conducted before the 2026

financial year end. In order to allow the various audit firms

sufficient time to clear any potential conflicts of interest, the

Committee has agreed to carry out the tender this year and

the process will commence shortly.

REGULATION

The Board, through the Audit Committee, seeks to

maintain a forward-looking view of forthcoming regulatory,

legislative and governance requirements to ensure that it

is fully prepared to meet and, where appropriate, exceed

requirements, given its firm commitment that sound

governance adds value and mitigates risk.

The Committee has noted that, under the revised UK

Corporate Governance Code that was published in January

2024, the Board will be responsible for not only establishing

but also for maintaining the effectiveness of the risk

management and internal control framework and providing

a declaration concerning the effectiveness of material

internal controls. The new declaration will be required in

respect of financial years commencing on or after

1 January 2026 and the Board has commenced work to

ensure that it is in a position to make the declaration.

Julie Tankard

Chairman, Audit Committee

14 March 2025

(1) See Glossary of Terms on page 116 for an explanation of adjusted portfolio value.

REPORT OF THE AUDIT COMMITTEE (CONTINUED)

65Annual Report and Accounts 2024

Governance Report

DIRECTORS’ REMUNERATION POLICY

The Board’s policy is to set Directors’ remuneration at

a level to recruit and retain individuals with the skills

and experience necessary for the effective stewardship

of the Company and the expected contribution of the

Board as a whole in continuing to achieve the Company’s

objectives. The time committed to the Company’s

business and the specific responsibilities of the Chairman,

Senior Independent Director, Directors and the chairmen

and members of the various committees of the Board

are taken into account. The policy aims to be fair and

reasonable in relation to comparable investment trust

companies and other similar sized financial companies. This

includes provision for the Company’s reimbursement of

all reasonable travel and associated expenses incurred by

the Directors in attending Board and committee meetings,

including those treated by HMRC as a benefit in kind

subject to tax and national insurance.

This policy was last approved by shareholders in April 2023:

of the votes cast, 93.1% were in favour, with 6.9% against.

Of the total proxy votes received, 4.6% were withheld from

this resolution (a vote withheld is not a vote in law and is

not counted in the calculation of the votes for and against

a resolution). The Board has not subsequently received

any views from shareholders in respect of the levels of

Directors’ remuneration. It is a requirement that shareholder

approval is sought at least every three years and therefore

it is expected that shareholders will be asked to approve

the Directors’ remuneration policy at the AGM to be held in

2026.

The Company’s Articles of Association limit the aggregate

fees payable to the Board to a total of £750,000 per

annum. Within that limit, it is the responsibility of the

Board as a whole to determine and approve the Directors’

fees, following a recommendation from the Chairman

and, in the case of the Chairman’s fee, from the Senior

Independent Director. The fees are fixed and are payable

in cash, quarterly in arrears. Directors are not eligible for

bonuses, pension benefits, share options or long-term

incentive schemes. The Board considers the level of

Directors’ fees annually. In January 2025, the Board agreed

the recommendation of the Nomination Committee that,

commencing 1 January 2025, all fees should be increased by

3% to the levels shown in the table opposite.

Annual fees for Board Responsibilities

Fees for services to

the Company

2025

2024

Board

Chairman 89,200 86,600

Senior Independent Director 52,040 50,520

Director 44,600 43,300

Additional fees payable for committee membership:

Audit Committee

Chairman 16,010 15,545

Members 6,290 6,105

Nomination Committee

Chairman 3,715 3,605

Members 3,715 3,605

No additional fees are payable for membership of the

Management Engagement Committee.

The Board is composed solely of non-executive

Directors, none of whom has a service contract

with the Company and therefore the Board has not

established a separate remuneration committee.

Each Director has signed a terms of appointment

letter with the Company, in each case including one

month’s notice of termination by either party. There is

no provision for compensation for loss of office. The

letters of appointment are available for inspection

by emailing the Company Secretary at FCITCoSec@

columbiathreadneedle.com and will be available for 15

minutes before, and during, the forthcoming AGM. The

dates on which each Director was appointed to the

Board are set out in their biographies on pages 47

and 48.

DIRECTORS' REMUNERATION REPORT

DIRECTORS' REMUNERATION REPORT (CONTINUED)

DIRECTORS’ SHAREHOLDINGS

There is no requirement under the Company’s Articles of

Association for the Directors to hold shares in the Company.

The beneficial shareholdings of the Directors who held

office at the end of the financial year are shown below:

Directors’ share interests (audited)

At 31 December 2024

2023 or as at date of

appointment if later

Beatrice Hollond 9,247 8,020

Anuradha Chugh 2,084 –

Edward Knapp 8,909 8,753

Rain Newton-Smith 1,013 165

Quintin Price 15,335 12,461

Richard Robinson

(1)

5,201 5,201

Stephen Russell 28,360 3,360

Julie Tankard 2,242 332

(1) Appointed to the Board on 3 May 2024.

The Company’s register of Directors’ interests contains full details of Directors’

shareholdings.

Since the year end, and up to 11 March 2025 (being the

latest practicable date before the publication of the Annual

Report and Accounts), the following Directors have acquired

ordinary shares in the Company: Beatrice Hollond 275;

Edward Knapp 38; Quintin Price 430 and Julie Tankard 6.

There have been no changes in any of the other Directors’

shareholdings detailed above. No Director held any interests

in the issued stock or shares of the Company other than as

stated above.

As at 11 March 2025 the Fund Manager held 213,482 ordinary

shares in the Company.

POLICY IMPLEMENTATION

The Directors’ Remuneration Report (excluding the

Directors' remuneration policy) is subject to an annual

advisory vote and therefore an ordinary resolution for its

approval will be put to shareholders at the forthcoming AGM

(Resolution 2). At the 2024 AGM, shareholders approved

the Remuneration Report in respect of the year ended

31 December 2023: of the total votes cast, 91.7% were cast in

favour of the resolution, with 8.3% against. Of the total proxy

votes received, 3.0% were withheld from this resolution.

SINGLE TOTAL FIGURE OF REMUNERATION

The single total figure of remuneration for the Board as a

whole for the year ended 31 December 2024 was £447,800

(excluding taxable benefits). The single total figure of

remuneration for each Director is detailed overleaf, together

with the prior year comparative. The amounts paid by the

Company to the Directors were for services as non-executive

Directors.

67Annual Report and Accounts 2024

Governance Report

The following table sets out the annual percentage change in Directors’ fees for the years to 31 December 2021, 2022, 2023 and

2024 (where Directors have served for a full year in each of the two years and therefore fees can be compared on a like-for-like

basis):

Single total figure table

Fees

£’000s

Taxable Benefits

(1)

£’000s

Total

£’000s

Director 2024 2023 2024 2023 2024 2023

Anuradha Chugh

(2)

48.9 20.4 2.4 0.6 51.3 21.0

Francesca Ecsery

(3)

n/a 14.3 n/a 0.1 n/a 14.4

Beatrice Hollond

(4)

90.2 85.1 0.7 0.4 90.9 85.5

Tom Joy

(5)

11.7 44.3 0.4 0.4 12.1 44.7

Edward Knapp 49.4 46.6 0.7 0.4 50.1 47.0

Rain Newton-Smith 46.9 44.3 0.6 0.4 47.5 44.7

Quintin Price

(6)

60.2 53.4 0.3 0.4 60.5 53.8

Richard Robinson

(7)

28.6 n/a 0.4 n/a 29.0 n/a

Stephen Russell 49.4 46.6 0.6 0.3 50.0 46.9

Julie Tankard 62.5 55.5 0.8 0.4 63.3 55.9

Total 447.8 410.5 6.9 3.4 454.7 413.9

(1) Comprises amounts reimbursed for expenses incurred in carrying out business for the Company, which have been grossed up to include PAYE and NI contributions.

(2) Appointed to the Board on 1 July 2023. Appointed to the Audit Committee on 1 February 2024.

(3) Retired from the Board immediately following the AGM on 27 April 2023.

(4) Highest paid Director.

(5) Retired from the Board on 31 March 2024.

(6) Appointed to the Nomination Committee on 1 January 2024.

(7) Appointed to the Board on 3 May 2024.

Annual Percentage Change in Directors' fees

% change from 2023 to

2024

% change from 2022 to

2023

% change from 2021 to

2022

% change from 2020 to

2021

Sarah Arkle

(1)

n/a n/a n/a 0.0

Anuradha Chugh

(2)

n/a n/a n/a n/a

Francesca Ecsery

(3)

n/a n/a 4.4 0.0

Jeffrey Hewitt

(4)

n/a n/a n/a 0.0

Beatrice Hollond 6.0 4.7 4.2 0.0

Tom Joy

(5)

n/a 4.7 5.8 n/a

Edward Knapp 6.0 4.7 4.0 0.0

Rain Newton-Smith

(6)

5.9 7.0 n/a n/a

Quintin Price

(7)

12.7 4.7 9.2 n/a

Richard Robinson

(8)

n/a n/a n/a n/a

Stephen Russell

(9)

6.0 n/a n/a n/a

Julie Tankard

(10)

12.6 n/a n/a n/a

(1) Retired from the Board on 31 January 2022.

(2) Appointed to the Board on 1 July 2023.

(3) Retired from the Board immediately following the AGM on 27 April 2023.

(4) Retired from the Board immediately following the AGM on 3 May 2022.

(5) Retired from the Board on 31 March 2024.

(6) Appointed to the Board on 11 May 2021 and to the Nomination Committee on 8 February 2022.

(7) Appointed to the Board on 10 March 2020, the Audit Committee on 7 May 2020, became Senior Independent Director on 11 May 2021 and appointed to the

Nomination Committee on 1 January 2024.

(8) Appointed to the Board on 3 May 2024.

(9) Appointed to the Board and Audit Committee on 1 February 2022.

(10) Appointed to the Board and as Chairman of the Audit Committee on 1 August 2022 and appointed to the Nomination Committee on 1 January 2024.

Shareholder total return vs benchmark total return

over ten years

Rebased to 100 at 31 December 2014

Source: Columbia Threadneedle Investments & Refinitiv Eikon

100

125

150

175

200

225

250

275

300

325

350

375

400

2016 20212014 2017 2018 2019 20202015

FTSE All World Index

(total return)

F&C Investment Trust Ord

2022 20242023

The following table shows the total remuneration, excluding

taxable benefits, for the Chairman over the five years ended

31 December 2024:

Remuneration for the Chairman over the five years

ended 31 December 2024

Year ended 31 December Fees £’000s

2024 90

2023 85

2022 81

2021 78

2020 78

The table below is shown to enable shareholders to assess

the relative importance of the expenditure on remuneration.

It compares the remuneration, excluding taxable benefits,

against the shareholder distributions of dividends and share

buybacks.

Actual expenditure

2024

£’000s

2023

£’000s

Change

Aggregate Directors’

remuneration

447.8 410.5 9.1

Aggregate dividends paid

to shareholders

75,604 71,837 5.2

Aggregate cost of ordinary

shares repurchased

280,120 76,345 266.9

COMPANY PERFORMANCE

An explanation of the performance of the Company for the

year ended 31 December 2024 is given in the Chairman’s

Statement and Fund Manager’s Review.

A comparison of the Company’s performance over the last

ten years is set out on the graph below. This shows the total

return (assuming all dividends are reinvested) to ordinary

shareholders compared with that of the Company’s

benchmark, the FTSE All-World Index (total return). The

Board believes that this index is the most appropriate for

performance comparison purposes as it reflects the Fund

Manager’s investment universe.

ANNUAL STATEMENT

On behalf of the Board and in accordance with Part 2 of

Schedule 8 of the Large and Medium-sized Companies and

Groups (Accounts and Reports) (Amendment) regulations

2013, it is confirmed that the above Remuneration Report

summarises, as applicable, for the year to 31 December

2024:

• The major decisions on Directors’ remuneration;

• Any substantial changes relating to Directors’

remuneration made during the year; and

• The context in which the changes occurred and

decisions have been taken.

On behalf of the Board

Beatrice Hollond

Chairman

14 March 2025

DIRECTORS' REMUNERATION REPORT (CONTINUED)

69Annual Report and Accounts 2024

Governance Report

The Directors are responsible for preparing the Annual

Report and Accounts in accordance with applicable law and

regulations.

Company law requires the Directors to prepare financial

statements for each financial year. Under that law the

Directors have prepared the financial statements in

accordance with United Kingdom Accounting Standards,

comprising FRS 102 “The Financial Reporting Standard

applicable in the UK and Republic of Ireland”.

Under company law the Directors must not approve the

financial statements unless they are satisfied that they give

a true and fair view of the state of affairs of the Company

and of the return or loss of the Company for that period.

In preparing these financial statements, the Directors are

required to:

• select suitable accounting policies and then apply them

consistently;

• make judgements and accounting estimates that are

reasonable and prudent;

• state whether applicable UK Accounting Standards

have been followed, subject to any material departures

disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern

basis unless it is inappropriate to presume that the

Company will continue in business.

The Directors confirm that they have complied with the above

requirements in preparing the financial statements. Further

details can be found in notes 2 and 24 to the Accounts.

The Directors are responsible for keeping adequate

accounting records that are sufficient to show and explain

the Company’s transactions and disclose with reasonable

accuracy at any time the financial position of the Company

and enable them to ensure that the financial statements

comply with the Act. They are also responsible for

safeguarding the assets of the Company and hence for taking

reasonable steps for the prevention and detection of fraud

and other irregularities.

Under applicable law and regulations, the Directors are

also responsible for preparing a Strategic Report, Directors’

Report, Directors’ Remuneration Report and Corporate

Governance Report that comply with that law and those

regulations.

The Annual Report and Accounts is published on the

fandc.com website, which is maintained by the Manager.

The maintenance and integrity of the website maintained

by the Manager is, so far as it relates to the Company,

the responsibility of the Manager. The Directors are

responsible for the maintenance and integrity of the

corporate and financial information that is published on

the website. The work undertaken by the auditor does not

involve consideration of the maintenance and integrity

of the website and, accordingly, the auditor accepts no

responsibility for any changes that have occurred to the

financial statements since they were initially presented

on the website. Visitors to the website need to be aware

that legislation in the United Kingdom governing the

preparation and dissemination of financial statements may

differ from legislation in other jurisdictions.

Each of the Directors listed on pages 47 and 48 confirms

to the best of their knowledge that:

• the financial statements, prepared in accordance with

applicable accounting standards, give a true and fair

view of the assets, liabilities, financial position and

profit of the Company;

• the Strategic Report includes a fair review of the

development and performance of the business

and the position of the Company, together with a

description of the principal risks and uncertainties

that it faces; and

The Directors consider that the Annual Report and

Accounts, 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.

On behalf of the Board

Beatrice Hollond

Chairman

14 March 2025

STATEMENT OF DIRECTORS’

RESPONSIBILITIES

INDEPENDENT AUDITOR’S REPORT TO THE

MEMBERS OF F&C INVESTMENT TRUST PLC

OPINION

We have audited the financial statements of F&C

Investment Trust plc (the ‘Company’) for the year

ended 31 December 2024 which comprise the Income

Statement, Statement of Changes in Equity, Balance Sheet,

Statement of Cash Flows and the related notes 1 to 27,

including a summary of significant accounting policies.

The financial reporting framework that has been applied

in their preparation is applicable law and United Kingdom

Accounting Standards including FRS 102 “The Financial

Reporting Standard applicable in the UK and Republic of

Ireland” (United Kingdom Generally Accepted Accounting

Practice).

In our opinion, the financial statements:

• give a true and fair view of the Company’s affairs as at

31 December 2024 and of its profit for the year then

ended;

• have been properly prepared in accordance with

United Kingdom Generally Accepted Accounting

Practice; 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:

• Confirming our understanding of the Company’s going

concern assessment process and making enquiries of

the Directors and Columbia Threadneedle Investment

Business Limited (‘CTIB’ or the ‘Manager’) to determine

if the key factors that we have become aware of during

our audit were considered in their assessment.

• Inspecting board minutes to identify any risks, events

or contrary evidence that, individually or collectively,

may cast significant doubt on the Company’s ability to

continue as a going concern.

• Inspecting the Directors’ assessment of going concern

and reviewing the factors and assumptions as applied

to the revenue forecast for the period to 31 March

2026, the stress and reverse stress tests and the

liquidity assessment of the investments held by the

Company. We considered the appropriateness of

the methods used in the assessment of liquidity and

in calculating the revenue forecast and determined,

through testing of the methodology and calculations,

that the methods, inputs and assumptions utilised were

appropriate to be able to make an assessment for the

Company. We also considered the likelihood of the

occurrence of the reverse stress test scenario and any

available mitigating actions that could be taken.

• In relation to the Company’s borrowing arrangements,

we inspected the Company’s assessment of the risk

of breaching the debt covenants as a result of a

reduction in the value of the Company’s portfolio. We

recalculated the Company’s compliance with debt

covenants in the scenarios assessed by the Directors

in order to identify what factors would lead to the

Company breaching the covenants.

• Reviewing the Directors’ assessment of the principal

and emerging risks facing the Company, including

those that would threaten its business model, future

performance, solvency or liquidity and comparing them

to our understanding of the Company’s risks.

• Reviewing the Company’s going concern disclosures

included in the annual report in order to assess whether

the disclosures are appropriate and in conformity with

the reporting standards.

71Annual Report and Accounts 2024

Auditor’s Report

Based on the work we have performed, we have not

identified any material uncertainties relating to events

or conditions that, individually or collectively, may cast

significant doubt on the Company’s ability to continue as a

going concern for the period to 31 March 2026.

In relation to the Board’s reporting on how it has applied the

UK Corporate Governance Code, we have nothing material

to add or draw attention to in relation to the Directors’

statement in the financial statements about whether they

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.

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

The Company has determined that the most significant

future impacts from climate change on its operations

will be on the valuation of its investment portfolio. These

are explained on page 44 in the Principal and Emerging

Risks section of the annual report. The Board has also

explained its climate commitment on page 19 of the annual

report. 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”.

In planning and performing our audit we assessed the

potential impacts of climate change on the Company’s

business and any consequential material impact on its

financial statements. The Company has explained in Note

2 (c)(xiii) how climate change has been reflected in the

financial statements. Significant judgements and estimates

relating to climate change are also included in Note 2 (c)(xiii).

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, its climate commitment, the effects

of the climate risks disclosed on pages 19 and 44 and the

significant judgements and estimates disclosed in Note

2 (c)(xiii) and whether these have been appropriately

reflected in the valuation of unquoted investments.

OVERVIEW OF OUR AUDIT APPROACH

KEY AUDIT MATTERS • Incorrect valuation or ownership of the unquoted investment portfolio and the

resulting impact on the Income Statement.

• Incorrect valuation or ownership of the quoted investment portfolio.

• Incomplete or inaccurate revenue recognition, including the classification of special

dividends as revenue or capital items in the Income Statement.

MATERIALITY • Overall materiality of £56.8m which represents 1% of net assets.

We also challenged the Directors’ considerations of climate

change risks in their assessment of going concern and

viability and associated disclosures. Where considerations

of climate change were relevant to our assessment of going

concern, these are described above.

Based on our work we have not identified the impact of

climate change on the financial statements to be a key audit

matter or to impact a key audit matter.

Key audit matters

Key audit matters are those matters that, in our professional

judgment, 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.

INDEPENDENT AUDITOR’S REPORT (CONTINUED)

73Annual Report and Accounts 2024

Auditor’s Report

Risk Our response to the risk

Incorrect valuation or ownership of

the unquoted investment portfolio and

the resulting impact on the Income

Statement (2024: £636.6m, 2023:

£594.3m)

Refer to the Audit Committee Report

(page 62); Accounting policies (page

83); and Note 10 to the Accounts (page

91)

The Company invests in a number

of unquoted private equity holdings,

either through fund investments or

through co-investments managed by

the Company’s specialist private equity

managers (‘PE Managers’). The PE

Managers responsible for managing the

majority of the Company's unquoted

portfolio are CTIB, HarbourVest Partners

LLP and Pantheon Ventures (UK) LLP.

Primary PE fund investments are held

through the Company while secondary

or co-investment opportunities are held

through PE Investment Holdings 2018

LP (‘PE LP’), an investment vehicle in

which the Company is the sole Limited

Partner. The Company also holds a direct

investment in Inflexion Strategic Partners

('Inflexion'), a private equity investment

management business.

Valuation

The Company’s approach to the

valuation of these investments is as

follows;

• Funds and co-investments – valuations

of investments in funds and co-

investments are recorded based

on valuations provided by the PE

Managers as at 30 September, rolled

forward for any calls and distributions

in the three month period to

31 December.

• Direct investment in Inflexion – as at

31 December 2024, the investment is

valued by CTIB.

There is a risk that inaccurate

judgements and estimates made in the

assessment of fair value could materially

misstate the value of the investment

portfolio in the Balance Sheet and the

unrealised gains/(losses) in the Income

Statement. There is also incentive

and opportunity for the Manager to

inflate valuations to meet shareholders’

expectations.

Ownership

There is a risk that the incorrect holdings

in investments are recorded, particularly

where trades are initiated or settled close

to the Balance Sheet date. In addition,

there is a risk of failure to maintain

proper legal title of the unquoted

investments held by the Company

which could have a significant impact

on the portfolio valuation and the return

generated for shareholders.

Valuation procedures

• We obtained an understanding of the Manager’s and primary PE Managers’ processes and

controls for the valuation of the unquoted investments by performing walkthrough procedures

and reviewing the primary PE Managers’ internal control reports to evaluate the design and

implementation of controls.

• We obtained an understanding of the governance of unquoted valuations through discussions

with the Manager and assessing the oversight of the unquoted valuation process by the Board

through reading minutes of Board meetings throughout the year.

• To address the risk of management override, we tested a sample of manual journal entries

posted in relation to unquoted investments during the year.

• We recalculated the valuation of all unquoted investments in foreign currencies using exchange

rates from third party sources to gain assurance over the reasonableness of currency rates used.

• We recalculated the unrealised gains/(losses) on the revaluation of all unquoted investments

and tied these to the financial statements.

• We compared the Company’s valuation methodology to the requirements of the International

Private Equity and Venture Capital Valuation Guidelines.

Fund and co-investments

• For a sample of fund and co-investments, we performed a back-testing exercise to assess the

historical accuracy of valuations in the 31 December 2023 financial statements. We compared

the valuations per the Company’s 2023 audited financial statements, which were estimates at

the time, to the investment valuations subsequently reported by the respective PE Manager in

the audited financial statements of the fund as at 31 December 2023. For this sample, we also

confirmed that the PE Managers are following fair value accounting principles by reviewing the

valuation policies disclosed in the latest audited accounts or quarterly valuation reports of the

funds.

For all fund and co-investments, we

• agreed management's calculation of the valuation to the 30 September 2024 NAV statements

provided directly by the respective PE Managers or PE fund administrators, whether held

directly by the Company or indirectly through PE LP.

• agreed adjustments made by management for cash flows, foreign exchange movements and

any other significant adjustments to supporting documentation; and

• where available before the date of approval of the financial statements, compared the 31

December 2024 NAV statements received from the PE managers or PE fund administrators to

the valuation at 31 December 2024.

• We made enquiries of the private equity teams of HarbourVest Partners LLC, Pantheon

Ventures (UK) LLP and CTIB to understand:

– the annual performance of the investment funds during the year to 31 December 2024 and

the valuation approaches adopted;

– the reasons for any material variances noted between estimated and actual NAVs for the

year ended 31 December 2023; and

– whether any post balance sheet information is available that would require adjustments to

be made to the estimated 31 December 2024 valuations.

• For a sample of fund and co-investments, we recalculated the realised gains/(losses) and

agreed the call and distribution notices received from the relevant PE Manager to the bank

statements.

Direct investment in Inflexion

• With the assistance of our specialist valuation team, we performed the following procedures:

– updated our understanding of the performance of the Inflexion Strategic Partners

investment through discussions with the CTIB private equity team;

– reviewed the CTIB valuation model and assessed its appropriateness against FRS 102 and

the International Private Equity and Venture Capital Valuation Guidelines;

– challenged management’s judgements and assumptions, including: their choice of valuation

model, the choice of comparable quoted companies and the discount applied compared to

comparable quoted company multiples; and

– performed an independent valuation analysis to derive a reasonable valuation range.

• The audit team compared the inputs to the model to third party data and recalculated the

valuation to test the mathematical accuracy of the calculation.

Ownership procedures

• We obtained an understanding of the Manager’s processes and controls for the ownership of

the unquoted investments by performing walkthrough procedures.

• For all investments, we compared independently obtained confirmations from the underlying

general partners or PE fund administrators to the Company’s records to confirm the total

committed capital and the amount drawn down at the year end.

Key observations communicated to the Audit Committee

The results of our procedures identified no material misstatement in relation to the incorrect valuation or ownership of unquoted investments.

Based on the work performed, we had no matters to report to the Audit Committee.

Risk Our response to the risk

Incomplete or inaccurate revenue recognition, including the

classification of special dividends as revenue or capital items in the

Income Statement (Special dividends - 2024: £3.8m, 2023: £4.5m;

Other revenue - 2024: £108.3m, 2023: £102.2m)

Refer to the Report of the Audit Committee (page 62); Accounting

policies (page 84); and Note 3 to the Accounts (page 86) and Note

18 to the Accounts (page 95)

The investment income received by the Company during the year

directly affects the Company’s revenue return. There is a risk of

incomplete or inaccurate recognition of revenue through the failure to

recognise proper income entitlements or failure to apply appropriate

accounting treatment.

Special dividends represent dividends paid by investee companies

that are additional to the normal or expected dividend cycle for those

companies. In accordance with the AIC SORP, special dividends

can be included within either the revenue or capital columns of the

Income Statement, depending on the commercial circumstances

behind the payments. 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’.

There were 26 special dividends received by the Company during

2024. 24 special dividends, amounting to £3.6m (2023: £4.4m), were

classified as revenue and two special dividends, amounting to £0.2m

(2023: £0.1m), were classified as capital.

There is a risk that an incorrect classification of special dividends

could result in an under distribution of revenue and put the

Company's investment trust status at risk. There is also a risk that

the revenue column is overstated to increase the dividend paid to

shareholders.

• We obtained an understanding of the Manager’s and State

Street Bank and Trust’s (the ‘Administrator’) processes and

controls surrounding revenue recognition and identification and

classification of special dividends by reviewing their internal

controls reports and performing our walkthrough procedures.

• For 100% of dividends received and accrued, we recalculated the

dividend income by multiplying the investment holdings at the ex-

dividend date, traced from the accounting records, by the dividend

per share, which we agreed to an independent data vendor. We

agreed a sample of dividend receipts to bank statements.

• Where dividends were received or accrued in a foreign currency, we

translated the amount into the reporting currency of the Company

using exchange rates sourced from an independent data vendor.

• To test completeness of recorded dividend income, we verified that

expected dividends for each investee company held during the year

have been recorded as revenue with reference to investee company

announcements obtained from an independent data vendor.

• For 100% of dividends received and accrued during the year,

we reviewed the type of dividends paid with reference to an

independent external data vendor to identify those which are

special.

• For a sample of special dividends we assessed the appropriateness

of the Directors’ classification as either revenue or capital

by inspecting publicly available information regarding the

circumstances of each dividend.

Key observations communicated to the Audit Committee

The results of our procedures identified no material misstatement in relation to the incomplete or inaccurate revenue recognition, including

the classification of special dividends as revenue or capital items in the Income Statement.

Based on the work performed, we had no matters to report to the Audit Committee.

Incorrect valuation or ownership of the quoted investment portfolio

(2024: £5,527.9m, 2023: £4,936.6m)

Refer to the Audit Committee Report (page 62); Accounting policies

(page 83); and Note 10 to the Accounts (page 91)

The Company holds a portfolio of quoted investments both in the

UK and overseas. The quoted portfolio is managed by the Manager

who in turn sub-delegates the role of investment management for

a proportion of the portfolio to Barrow, Hanley, Mewhinney and

Strauss LLC, and JPMorgan Asset Management (together the ‘Sub-

Managers’).

Certificates of investment ownership are held by JPMorgan Chase

(the ‘Custodian’) and not directly by the Company. JPMorgan Europe

Limited (the ‘Depositary’) has a regulatory obligation to oversee the

investment holdings stated by the Administrator and the Custodian.

The incorrect valuation of the investment portfolio, including

incorrect application of exchange rates, could have a significant

impact on the financial statements. In addition, there is a risk of

failure to maintain proper legal title of the quoted investments

held by the Company which could have a significant impact on the

portfolio valuation and the return generated for shareholders.

Valuation Procedures

• We obtained an understanding of the Manager's and the

Administrator’s processes and controls surrounding investment

pricing by performing our walkthrough procedures and reviewing

the Manager’s and the Administrator's internal control reports.

• For 100% of quoted investments in the portfolio, we verified the

market prices and exchange rates to an independent pricing vendor

and recalculated the investment valuations as at the year end.

• We inspected the stale pricing report produced by the

Administrator as at 31 December 2024 to identify prices that

have not changed around the year-end and assessed whether

the Administrator’s price is a fair value through review of trading

activity.

Ownership procedures

• We obtained an understanding of the Administrator’s and the

Custodian’s processes and controls related to legal title of quoted

investments by inspecting their internal control reports.

• We compared the Company’s listed investment holdings as at 31

December 2024 to independent confirmations received directly

from the Company’s Custodian and Depositary.

Key observations communicated to the Audit Committee

The results of our procedures identified no material misstatement in relation to the incorrect valuation or ownership of the quoted investment

portfolio.

Based on the work performed, we had no matters to report to the Audit Committee.

INDEPENDENT AUDITOR’S REPORT (CONTINUED)

75Annual Report and Accounts 2024

Auditor’s Report

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 £56.8

million (2023: £50.3 million), which is 1% (2023: 1%) of net

assets. We believe that net assets provides us with the

most appropriate measure as it is the primary measure that

investors use to assess the performance of the Company.

During the course of our audit, we reassessed initial

materiality and made no changes to the basis of calculation

from our original assessment at the planning stage.

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 £42.6m

(2023: £37.8m). We have set performance materiality

at this percentage based on our understanding of the

control environment that indicates a lower risk of material

misstatements, both corrected and uncorrected.

Given the importance of the distinction between revenue

and capital for investment trust companies, we have also

applied a separate testing threshold for the revenue column

of the Income Statement of £4.9m (2023: £4.6m), being

5% of the net revenue return on ordinary activities before

taxation.

Reporting threshold

An amount below which identified misstatements are

considered as being clearly trivial.

We agreed with the Audit Committee that we would report

to it all uncorrected audit differences in excess of £2.8m

(2023: £2.5m), 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 and accounts set out on pages 104 to

120, other than the financial statements and our auditor’s

report thereon. The Directors are responsible for the

other information contained within the annual report and

accounts.

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’ Report have

been prepared in accordance with applicable legal

requirements;

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY

EXCEPTION

In the light of the knowledge and understanding of the

Company and its environment obtained in the course of the

audit, we have not identified material misstatements in the

Strategic Report or Directors’ Report.

We have nothing to report in respect of the following

matters in relation to which the Companies Act 2006

requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or

returns adequate for our audit have not been received

from branches not visited by us; or

• the financial statements and the part of the Directors’

Remuneration Report to be audited are not in

agreement with the accounting records and returns; or

• certain disclosures of Directors’ remuneration specified

by law are not made; or

• we have not received all the information and

explanations we require for our audit.

CORPORATE GOVERNANCE STATEMENT

We have reviewed the Directors’ statement in relation to

going concern, long-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 FCA 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 pages 62 and 63;

• Directors’ explanation as to their assessment of

the Company’s long-term viability, the period this

assessment covers and why the period is appropriate

set out on pages 45 to 46;

• Directors’ statement on whether they have a reasonable

expectation that the Company will be able to continue

in operation and meets its liabilities set out on page 62;

• Directors’ statement on fair, balanced and

understandable set out on page 69;

• Board’s confirmation that it has carried out a robust

assessment of the principal and emerging risks set out

on pages 41 to 45;

• The section of the annual report that describes the

review of effectiveness of risk management and internal

control systems set out on pages 60 and 61; and;

• The section describing the work of the Audit

Committee set out on page 59.

RESPONSIBILITIES OF DIRECTORS

As explained more fully in the Statement of Directors’

Responsibilities set out on page 69, 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

INDEPENDENT AUDITOR’S REPORT (CONTINUED)

77Annual Report and Accounts 2024

Auditor’s Report

a guarantee that an audit conducted in accordance with

ISAs (UK) will always detect a material misstatement when

it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial

statements.

EXPLANATION AS TO WHAT EXTENT THE AUDIT WAS

CONSIDERED CAPABLE OF DETECTING IRREGULARITIES,

INCLUDING FRAUD

Irregularities, including fraud, are instances of non-

compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined above,

to detect irregularities, including fraud. The risk of not

detecting a material misstatement due to fraud is higher

than the risk of not detecting one resulting from error, as

fraud may involve deliberate concealment by, for example,

forgery or intentional 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 Generally Accepted Accounting Practice,

Companies Act 2006, the FCA UK Listing Rules, the

UK Corporate Governance Code, the AIC Corporate

Governance Code, the AIC 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 through discussions with the Audit

Committee and 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

fraud risks with respect to incomplete or inaccurate

revenue recognition through incorrect classification

of special dividends between revenue and capital and

the incorrect valuation of the unquoted investment

portfolio and resulting impact on the Income

Statement. 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 journal entry

testing, a review of the Company Secretary’s reporting

to the Directors with respect to the application of the

documented policies and procedures and review of the

financial statements to confirm compliance with the

reporting requirements of the Company.

A further description of our responsibilities for the audit

of the financial statements is located on the Financial

Reporting Council’s website at https://www.frc.org.uk/

auditorsresponsibilities. This description forms part of our

auditor’s report.

OTHER MATTERS WE ARE REQUIRED TO ADDRESS

• Following the recommendation from the Audit

Committee, we were appointed by the Company on 26

April 2016 to audit the financial statements for the year

ending 31 December 2016 and subsequent financial

periods. The period of total uninterrupted engagement

including previous renewals and reappointments is nine

years, covering the years ending 31 December 2016 to

31 December 2024.

• The audit opinion is consistent with the additional

report to the Audit Committee.

USE OF OUR REPORT

This report is made solely to the Company’s members,

as a body, in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken

so that we might state to the Company’s members those

matters we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility

to anyone other than the Company and the Company’s

members as a body, for our audit work, for this report, or for

the opinions we have formed.

James Beszant (Senior Statutory Auditor)

For and on behalf of Ernst & Young LLP,

Statutory Auditor

London

14 March 2025

INCOME STATEMENT

for the year ended 31 December

Revenue

£’000s

Capital

£’000s

2024

Total

£’000s

Revenue

£’000s

Capital

£’000s

2023

Total

£’000s

Gains on investments – 935,609 935,609 – 477,671 477,671

18,21

Exchange movements on foreign currency loans,

cash balances and derivatives (779) 5,003 4,224 (561) (482) (1,043)

Income 111,806 – 111,806 106,621 – 106,621

Management fees (4,603) (13,811) (18,414) (4,146) (12,438) (16,584)

Other expenses (5,739) (79) (5,818) (5,727) (68) (5,795)

Net return before finance costs and taxation 100,685 926,722 1,027,407 96,187 464,683 560,870

Finance costs (3,433) (10,298) (13,731) (3,460) (10,381) (13,841)

Net return on ordinary activities before taxation 97,252 916,424 1,013,676 92,727 454,302 547,029

Taxation on ordinary activities (12,695) (1,222) (13,917) (11,067) (3,118) (14,185)

Net return attributable to shareholders 84,557 915,202 999,759 81,660 451,184 532,844

Net return per share – basic (pence) 17.01 184.10 201.11 15.83 87.46 103.29

The total column of this statement is the profit and loss account of the Company.

All revenue and capital items in the above statement derive from continuing operations.

The net return attributable to shareholders is also the total comprehensive income.

The notes on pages 82 to 103 form an integral part of the financial statements.

Notes

79Annual Report and Accounts 2024

Financial Report

STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December 2024

Notes

capital

£’000s

Capital

redemption

reserve

£’000s

Capital

reserves

£’000s

Revenue

reserve

£’000s

Total

shareholders’

funds

£’000s

Balance brought forward 31 December 2023 140,455 122,307 4,664,438 107,287 5,034,487

Dividends paid – – – (75,604) (75,604)

Shares repurchased by the Company and held in

treasury

– – (280,120) – (280,120)

Net return attributable to shareholders – – 915,202 84,557 999,759

Balance carried forward 31 December 2024 140,455 122,307 5,299,520 116,240 5,678,522

for the year ended 31 December 2023

Notes

capital

£’000s

Capital

redemption

reserve

£’000s

Capital

reserves

£’000s

Revenue

reserve

£’000s

Total

shareholders’

funds

£’000s

Balance brought forward 31 December 2022 140,455 122,307 4,289,599 97,464 4,649,825

Dividends paid

– – –

(71,837) (71,837)

Shares repurchased by the Company and held in

treasury

– –

(76,345)

–

(76,345)

Net return attributable to shareholders

– –

451,184 81,660 532,844

Balance carried forward 31 December 2023 140,455 122,307 4,664,438 107,287 5,034,487

The notes on pages 82 to 103 form an integral part of the financial statements.

BALANCE SHEET

at 31 December

Notes

£’000s

2024

£’000s £’000s

2023

£’000s

Fixed assets

Investments 6,164,525 5,451,521

Current assets

Investments – 79,357

Debtors 15,060 11,244

Cash and cash equivalents 91,147 87,170

106,207 177,771

Creditors: amounts falling due within one year

Other (12,909) (13,836)

(12,909) (13,836)

Net current assets 93,298 163,935

Total assets less current liabilities 6,257,823 5,615,456

Creditors: amounts falling due after more than one year

14,21

Loans (578,726) (580,394)

15,21

Debenture (575) (575)

(579,301) (580,969)

Net assets 5,678,522 5,034,487

Capital and reserves

Share capital 140,455 140,455

Capital redemption reserve 122,307 122,307

Capital reserves 5,299,520 4,664,438

Revenue reserve 116,240 107,287

Total shareholders’ funds 5,678,522 5,034,487

Net asset value per share – prior charges at nominal value (pence) 1,176.82 987.56

The notes on pages 82 to 103 form an integral part of the financial statements.

The Financial Statements were approved by the Board on 14 March 2025 and signed on its behalf by

Beatrice Hollond, Chairman

81Annual Report and Accounts 2024

Financial Report

STATEMENT OF CASH FLOWS

for the year ended 31 December

Notes

2024

£’000s

2023

£’000s

Cash flows from operating activities before dividends received and interest paid (36,166) (25,774)

Dividends received 108,543 98,937

Interest paid (13,731) (13,842)

Cash flows from operating activities 58,646 59,321

Investing activities

Purchases of investments (3,604,576) (4,224,563)

Sales of investments 3,904,506 4,155,297

Other capital charges and credits (78) (63)

Cash flows from investing activities 299,852 (69,329)

Cash flows before financing activities 358,498 (10,008)

Financing activities

Equity dividends paid (75,604) (71,837)

Cash flows from share buybacks into treasury (281,473) (73,645)

Cash flows from financing activities (357,077) (145,482)

Net increase/(decrease) in cash and cash equivalents 1,421 (155,490)

Cash and cash equivalents at the beginning of the year 87,170 243,836

Effect of movement in foreign exchange 2,556 (1,176)

Cash and cash equivalents at the end of the year 91,147 87,170

Represented by:

Cash at bank 73,488 39,827

Short-term deposits 17,659 47,343

Cash and cash equivalents at the end of the year 91,147 87,170

The notes on pages 82 to 103 form an integral part of the financial statements.

NOTES TO THE ACCOUNTS

1. GENERAL INFORMATION

F&C Investment Trust plc is an Investment Company, incorporated in the United Kingdom which is listed on the London Stock

Exchange. The Company Registration number is 12901 and the Registered office is Cannon Place, 78 Cannon Street, London EC4N

6AG, England. The Company has conducted its affairs so as to qualify as an Investment Trust under the provisions of Section 1158 of

the Corporation Tax Act 2010. Approval of the Company under Section 1158 has been received. The Company intends to conduct its

affairs so as to enable it to continue to comply with the requirements of Section 1158. Such approval exempts the Company from UK

Corporation Tax on gains realised in the relevant year on its portfolio of fixed asset investments and derivatives.

There have been no significant changes to the Company’s accounting policies during the year ended 31 December 2024, as set out

in note 2 below.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Going concern

As referred to in note 24 and the Report of the Audit Committee on page 63, the Directors believe that it is appropriate for the

accounts to be prepared on a going concern basis.

(b) Basis of accounting

The accounts of the Company have been prepared on a going concern basis under the historical cost convention, modified to

include fixed asset investments and derivatives at fair value, and in accordance with the Act, Financial Reporting Standard (FRS)

102 applicable in the UK and the Republic of Ireland and with the Statement of Recommended Practice ‘Financial Statements of

Investment Trust Companies and Venture Capital Trusts’ issued by the AIC in July 2022 ('SORP').

The functional and presentational currency of the Company is pounds sterling because that is the currency of the primary economic

environment in which the Company operates.

All of the Company’s operations are of a continuing nature.

The Company had no operating subsidiaries at any time during the years ended 31 December 2024 and 31 December 2023.

Consequently, consolidated accounts have not been prepared.

The Directors are of the opinion that the Company’s activities comprise a single operating segment, which is investing

internationally in equities to secure long-term growth in income and capital.

In accordance with the SORP, the Income Statement has been analysed between a Revenue Account (dealing with items of a

revenue nature) and a Capital Account (relating to items of a capital nature). Revenue returns include, but are not limited to,

dividend income and operating expenses and tax (insofar as the expenses and tax are not allocated to capital, as described in notes

2(c)(vii) and 2(c)(viii)). Net revenue returns are allocated via the Revenue Account to the Revenue Reserve, out of which interim

and final dividend payments are made. The amounts paid by way of dividend are shown in the Statement of Changes in Equity.

Capital returns include, but are not limited to, realised and unrealised profits and losses on fixed asset investments and derivatives

and currency profits and losses on cash and borrowings. The Company may distribute net capital returns by way of dividend. It is

the Board’s current stated intention to continue paying dividends to equity shareholders out of the Revenue Reserve.

The policies set out below have been applied consistently throughout the year ended 31 December 2024 and the prior year.

(i) Financial instruments

Financial instruments include fixed asset investments, derivative assets and liabilities, long-term debt instruments, cash and short-

term deposits, debtors and creditors. FRS 102 recognises a hierarchy of fair value measurements, for financial instruments measured

at fair value in the Balance Sheet, which gives the highest priority to unadjusted quoted prices in active markets for identical assets

83Annual Report and Accounts 2024

Financial Report

or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The classification of financial instruments depends on

the lowest significant applicable input, as follows:

Level 1 – Unadjusted, fully accessible and current quoted prices in active markets for identical assets or liabilities. Included within

this category are investments listed on any recognised stock exchange or quoted on the AIM Market in the UK.

Level 2 – Quoted prices for similar assets or liabilities or other directly or indirectly observable inputs which exist for the duration

of the period of investment. Examples of such instruments would be forward exchange contracts and certain other derivative

instruments.

Level 3 – Where no active market exists and recent transactions for identical instruments do not provide a good estimate of fair

value, the value is the Directors’ best estimate, based on advice from relevant knowledgeable experts, use of recognised valuation

techniques and on assumptions as to what inputs other market participants would apply in pricing the same or similar instruments.

Included within this category are investments in private companies or securities, whether invested in directly or through pooled

Private Equity vehicles, (see notes 10 and 25(d) for further information).

(ii) Investments

As an investment trust company, the Company measures its fixed asset investments at fair value through profit or loss and treats

all transactions on the realisation and revaluation of investments held as fixed assets, as transactions on the Capital Account.

Purchases are recognised on the relevant trade date, including expenses which are incidental to the acquisition of the investments.

Sales are also recognised on the trade date, after deducting expenses incidental to the sales. Quoted investments are valued at bid

value at the close of business on the relevant date on the exchange on which the investment is quoted. Within investments, short-

dated gilts are classified as current investments in the balance sheet given their short maturity of six months or less. Investments

which are not quoted or which are not frequently traded are stated at Directors’ best estimate of fair value. In arriving at their

estimate, the Directors make use of recognised valuation techniques and may take account of recent arm’s length transactions in

the same or similar investment instruments. Where no reliable fair value can be estimated, investments are carried at cost less any

provision for impairment.

With respect specifically to investments in Private Equity, whether through funds or partnerships, where year end valuations are

not available the Directors establish an estimate of the value at 31 December using unaudited valuations of the underlying unlisted

investments as at 30 September as supplied by the investment advisers or managers of those funds or partnerships and roll

forward for any calls and distributions in the subsequent quarter and any foreign exchange movements plus significant events

which have occurred in the subsequent quarter. The advisers' or managers’ unlisted investment policy applies methodologies

consistent with the International Private Equity and Venture Capital Valuation guidelines (‘IPEV’). The Directors regularly review

the principles applied by the managers to those valuations to ensure they are in compliance with the above policies. Distributions

from Private Equity funds are recognised when the right to distributions is established. Direct investments are fair valued on initial

recognition and are revalued at the balance sheet date at fair value with reference to a price earnings model. Changes in fair value

are recognised in the Income Statement.

(iii) Derivative Instruments

Derivatives including forward exchange contracts, futures and options are classified as fair value through profit or loss and

accounted for as financial assets or liabilities. Where it can be demonstrated that the derivative is connected to the maintenance

of the Company’s investments, the change in fair value is recognised as capital and shown in the Capital column of the Income

Statement. Where an option is written in the expectation that it will not be exercised, or that any losses on exercise will be

outweighed by the value of the premiums received, the premiums are recognised in the Revenue column of the Income Statement.

The value of the premium is usually the option’s initial fair value and is recognised evenly over the life of the option. Subsequent

changes to fair value are adjusted in the Capital column of the Income Statement such that the total amounts recognised within

Revenue and Capital represent the change in fair value of the option.

NOTES TO THE ACCOUNTS (CONTINUED)

(iv) Debt Instruments

The Company’s debt instruments include the 4.25% perpetual debenture stock included in the Balance Sheet at proceeds received,

net of issue costs, as well as unsecured loan notes, bank borrowings and overdrafts. These are all initially measured at the amount of

cash received less direct issue costs and subsequently measured at amortised cost using the effective interest rate method. No debt

instruments held during the year required hierarchical classification.

The fair market value of the Company's borrowings are set out in notes 14 and 15. Finance charges, including interest, are accrued

using the effective interest rate method. See 2(c)(vii) below for allocation of finance charges within the Income Statement.

(v) Foreign currency

Foreign currency monetary assets and liabilities are expressed in sterling at rates of exchange ruling at the Balance Sheet date.

Purchases and sales of investment securities, dividend income, interest income and expenses are translated at the rates of exchange

prevailing at the respective dates of such transactions. Exchange profits and losses on fixed assets investments are included within

the changes in fair value in the Capital Account. Exchange profits and losses on other currency balances are separately credited or

charged to the Capital Account except where they relate to revenue items.

(vi) Income

Income from equity shares is brought into the Revenue Account (except where, in the opinion of the Directors, its nature indicates

it should be recognised within the Capital Account) on the ex-dividend date or, where no ex-dividend date is quoted, when the

Company’s right to receive payment is established. Fixed returns on non-equity shares and debt securities are recognised on a

time apportionment basis so as to reflect the effective yield on the investment. Dividends are accounted for on the basis of income

actually receivable, without adjustment for any tax credit attaching to the dividends. Dividends from overseas companies are shown

gross of withholding tax. Where the Company has elected to receive its dividends in the form of additional shares rather than in cash

(scrip dividends), the amount of the cash dividend foregone is recognised as income. Any excess in the value of the shares received

over the amount of the cash dividend foregone is recognised in the Capital Account.

(vii) Expenses, including finance charges

Expenses inclusive of associated irrecoverable value added tax (VAT) are charged to the Revenue Account of the Income

Statement, except as noted below:

– expenses incidental to the acquisition or disposal of fixed assets investments are charged to Capital Reserves via the Capital

Account;

– costs of professional advice relating to the capital structure of the Company are charged to Capital Reserves (see note 2(c)(xi));

– 100% of management fees, invoiced to the Company in respect of certain Private Equity investments, are allocated to Capital

Reserves, via the Capital Account, in accordance with the Board’s long-term expected split of returns from those investments;

– 75% of other management fees and finance costs are allocated to Capital Reserves via the Capital Account, in accordance with

the Board’s long-term expected split of returns from the investment portfolio (excluding Private Equity investments) of the

Company.

All expenses are accounted for on an accruals basis.

(viii) Taxation

Taxation currently payable is calculated using tax rules and rates in force at the year end, based on taxable profit for the period

which differs from the net return before tax. Note 7(b) sets out those items which are not subject to UK Corporation Tax.

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

85Annual Report and Accounts 2024

Financial Report

Deferred tax is provided for in accordance with FRS 102 on all timing differences that have been enacted by the Balance Sheet date

and are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax assets are only recognised

if it is considered more likely than not that there will be suitable profits from which the future reversal of timing differences can

be deducted. In line with the recommendations of the SORP, the allocation method used to calculate the tax relief on expenses

charged to capital is the “marginal” basis. Under this basis, if taxable income is capable of being offset entirely by expenses charged

through the Revenue Account, then no tax relief is transferred to the Capital Account.

(ix) Dividends payable

Dividends are included in the financial statements on the date on which they are paid or, in the case of final dividends, when they

are approved by shareholders.

(x) Capital Redemption Reserve

This is a non-distributable reserve. The nominal value of ordinary share capital cancelled is transferred out of Share Capital and into

the Capital Redemption Reserve, on a trade date basis. Where shares are repurchased into treasury, the transfer of nominal value to

the Capital Redemption Reserve is made if and when the shares are cancelled.

(xi) Capital Reserves

These are distributable reserves which may be utilised for the repurchase of share capital and for distributions to shareholders by

way of dividend.

Capital reserve – arising on investments sold

The following are accounted for in this reserve:

• gains and losses on the disposal of fixed asset investments and derivatives;

• realised exchange differences of a capital nature;

• costs of professional advice, including related irrecoverable VAT, relating to the capital structure of the Company;

• other capital charges and credits charged or credited to this account in accordance with the above policies; and

• costs of repurchasing ordinary share capital into treasury or for cancellation, including related stamp duty, recognised on a

trade date basis.

Capital reserve – arising on investments held

The following are accounted for in this reserve:

• increases and decreases in the valuation of fixed asset investments and derivatives held at the year end; and

• unrealised exchange differences of a capital nature.

(xii) Revenue reserve

The revenue reserve represents accumulated revenue profits retained by the Company that have not currently been distributed to

shareholders as a dividend.

(xiii) Use of judgements, estimates and assumptions

The presentation of the financial statements in accordance with accounting standards requires the Board to make judgements, estimates

and assumptions that affect the accounting policies and reported amounts of assets, liabilities, income and expenses. Estimates and

judgements are continually evaluated and are based on perceived risks, historical experience, expectations of plausible future events and

other factors. Actual results may differ from these estimates.

The areas requiring the most significant judgement and estimation in the preparation of the financial statements are: accounting for

the value of unquoted investments and recognising and classifying unusual or special dividends received as either revenue or capital in

nature.

The policy for the valuation of unquoted securities is set out in note 2(c)(ii) and further information on Board procedures is contained

in the Report of the Audit Committee and note 25(d). The choice to use the September quarter end valuations and apply a roll forward

process to incorporate any known transactions and material events is a judgement made each year for the indirect investments. The

valuations as at 31 December are not generally available before approval of the financial statements. Material judgments were applied

to the valuation of the Company’s direct investment, Inflexion Strategic Partners. This investment was valued using an earnings method

multiplied by an average of European listed comparable companies multiple (where the judgement of which comparable companies to

select and what discounts to apply are subjective) adjusted for a call and put option. The fair value of unquoted (Level 3) investments, as

disclosed in note 10 to the accounts, represented 10.3% of total investments at 31 December 2024. In the opinion of the Directors, under

foreseeable market conditions the collective value of such investments may rise or fall in the short term by more than 10%. A fall of 10%

in the value of the unlisted (Level 3) portfolio at the year-end would equate to £64m or 1.1% of net assets and a similar percentage rise

would equate to a similar increase in net assets.

We have considered the impact of climate change on the value of both the listed and private equity investments included in the financial

statements. The listed investments should already include the impact of climate change in their prices as quoted on the relevant

exchange. Climate risk is indirectly factored into the valuation of the indirect and direct private equity investments, by GPs and the

Manager respectively, through consideration and use of market comparable data where climate risk is factored into the quoted prices.

Specific ESG risks are covered, as applicable, as part of the Manager's investment process. For further detail on the private equity

investment process, refer to page 19.

Dividends received which appear to be unusual in size or circumstance are assessed on a case-by-case basis, based on interpretation of

the investee companies’ relevant statements, to determine their allocation in accordance with the SORP to either the Revenue Account

or Capital Account. Dividends which have clearly arisen out of the investee company’s reconstruction or reorganisation are usually

considered to be capital in nature and allocated to Capital Account. Investee company dividends which appear to be paid in excess of

current year profits will still be considered as revenue in nature unless evidence suggests otherwise. The value of dividends received in the

year treated as capital in nature, as disclosed in note 18, was not material in relation to capital reserves or the revenue account. The value

of special dividends receivable in any period cannot be foreseen as such dividends are declared and paid by investee companies and

funds without prior reference to the Company.

3. INCOME

2024

£’000s

2023

£’000s

Income from investments:

UK dividends

6,867 6,660

UK gilt income

1,205 3,070

Overseas dividends

102,050 91,864

110,122 101,594

Other Income:

Interest on cash and short-term deposits

1,684 5,027

Total income

111,806 106,621

Included within income from investments is £3,556,000 (2023: £4,382,000) of special dividends classified as revenue in nature in

accordance with note 2(c)(xiii).

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

NOTES TO THE ACCOUNTS (CONTINUED)

87Annual Report and Accounts 2024

Financial Report

4. MANAGEMENT FEES

2024

£’000s

2023

£’000s

Payable directly to Columbia Threadneedle Investments:

– in respect of management services provided by the Manager (i) 14,756 13,582

– reimbursement in respect of services provided by sub-managers (i) 3,658 3,002

Total directly incurred management fees 18,414 16,584

Incurred indirectly within funds managed by Private Equity managers (ii) 2,008 1,860

Total direct and indirect management fees 20,422 18,444

(i) 75% of these fees allocated to Capital Reserve-arising on investments sold. See note 2(c)(vii).

(ii) Indirectly incurred fees are included within the value of the respective funds and therefore arise in the Income Statement in gains/(losses) on investments.

The fees are disclosed here for completeness and transparency.

Directly incurred fees are analysed as follows:

Management fees

2024

£’000s

2023

£’000s

– payable directly to Columbia Threadneedle Investments 18,414 16,584

Less: allocated to capital reserves (see note 18) (13,811) (12,438)

Allocated to revenue account 4,603 4,146

(a) Management fees payable to Columbia Threadneedle Investments

The Manager provides investment management, company secretarial, financial, marketing and general administrative services to the

Company under the terms of an agreement which may be terminated upon six months’ notice given by either party. In the event of

a change of control of the Manager, the Company may give three months’ notice of termination.

In the year under review, the management fee was charged at the rate of 0.30% per annum of the market capitalisation of the

Company up to £4.0 billion and 0.25% above £4.0 billion, calculated at each month end on a pro rata basis; the fee is adjusted

for fees earned by the Manager in respect of investment holdings managed or advised by the Manager or other members of the

Columbia Threadneedle Investments Group. Variable fees payable in respect of third-party sub-managers are also reimbursed.

(b) Management fees payable to the Private Equity funds of funds managers

At 31 December 2024 the Company had outstanding commitments in 32 Private Equity funds (2023: 36) (see note 22). Fees in

respect of Private Equity funds are based on capital commitments and are charged quarterly against the underlying investments

in those funds. The fees are not directly incurred by the Company and are disclosed for information purposes only. The fee rates

applying during 2024 varied from 0.00% per annum to 2.50% per annum (2023: 0.10% to 2.50%).

PE Investment Holdings 2018 LP pays an annual fee of £1,000 to the General Partner. This is not directly incurred by the Company

but included in the underlying value of the investment.

5. OTHER EXPENSES

2024

£’000s

2023

£’000s

Other revenue expenses

Auditor’s remuneration:

for audit and audit-related assurance services

(1)

159 154

Custody fees 545 486

Depositary fees 214 197

Directors’ emoluments (see Remuneration Report on pages 65 to 68):

Fees for services to the Company 448 410

Subscriptions 21 21

Directors’ and officers’ liability insurance 66 73

Marketing 3,328 3,418

Registrars fees 165 168

Professional charges 97 117

Printing and postage 186 199

Sundry 510 484

Total other revenue expenses 5,739 5,727

Other capital expenses 79 68

Total other expenses 5,818 5,795

All expenses are stated gross of irrecoverable VAT, where applicable.

(1) Total auditor’s remuneration for audit services, exclusive of VAT, amounted to £156,000, (2023: £151,000 exclusive of VAT). Irrecoverable VAT of £3,000

(2023: £3,000) is included within the table above. There were no non-audit services paid to EY in the year (2023: none).

6. FINANCE COSTS

2024

£’000s

2023

£’000s

Debenture stock 24 24

Loans 13,615 13,628

Overdrafts 92 189

13,731 13,841

Less: allocated to capital reserves (see note 2(c)(vii) and note 18) (10,298) (10,381)

Allocated to revenue account 3,433 3,460

The interest on the debenture stock, loans and overdrafts is further analysed as follows:

Loans and overdrafts repayable within one year, not by instalments 92 189

Debenture and loans repayable after more than one year, not by instalments (see notes 14 and 15) 13,639 13,652

13,731 13,841

NOTES TO THE ACCOUNTS (CONTINUED)

89Annual Report and Accounts 2024

Financial Report

7. TAXATION ON ORDINARY ACTIVITIES

(a) Analysis of tax charge for the year

Revenue

£’000s

Capital

£’000s

2024

Total

£’000s

Revenue

£’000s

Capital

£’000s

2023

Total

£’000s

Overseas taxation 12,695 – 12,695 11,067 – 11,067

Indian tax on capital gains – 1,222 1,222 – 3,118 3,118

Total taxation (see note 7(b)) 12,695 1,222 13,917 11,067 3,118 14,185

The tax assessed for the year is lower (2023: lower) than the standard rate of Corporation Tax in the UK.

(b) Factors affecting the current tax charge for the year

Revenue

£’000s

Capital

£’000s

2024

Total

£’000s

Revenue

£’000s

Capital

£’000s

2023

Total

£’000s

Net return on ordinary activities before taxation 97,252 916,424 1,013,676 92,727 454,302 547,029

Net return on ordinary activities multiplied by the standard

rate of corporation tax of 25.0% (2023: 23.5%

(1)

)

24,313 229,106 253,419 21,791 106,761 128,552

Effects of:

Dividends

(2)

(27,229) – (27,229) (23,153) – (23,153)

Exchange losses

(2)

195 – 195 132 – 132

Capital returns

(2)

– (235,153) (235,153) – (112,139) (112,139)

Expenses not deductible for tax purposes 406 20 426 395 16 411

Expenses not utilised in the year 2,315 6,027 8,342 835 5,362 6,197

Overseas tax in excess of double taxation relief 12,695 – 12,695 11,067 – 11,067

Indian tax on capital gains

(3)

– 1,222 1,222 – 3,118 3,118

Total taxation (see note 7(a)) 12,695 1,222 13,917 11,067 3,118 14,185

(1) Nine months at the new rate of 25% and three months at the previous rate of 19%.

(2) These items are not subject to Corporation Tax within an investment trust company.

(3) The Company is liable to taxation in India on gains realised on the sale of securities. The tax is allocated to Capital Reserve as it relates to capital

transactions.

The Company has an unrecognised deferred tax asset of £134.3 million (2023: £118.3 million) in respect of unutilised expenses at 31 December 2024 which has

not been recognised in the financial statements as it is unlikely to be utilised in the foreseeable future. Of this amount £45.8 million (2023: £40.9 million) relates

to revenue expenses and £88.5 million (2023: £77.4 million) to capital expenses.

8. NET RETURN PER SHARE

2024

pence

2024

£’000s

2023

pence

2023

£’000s

Total return 201.11 999,759 103.29 532,844

Revenue return 17.01 84,557 15.83 81,660

Capital return 184.10 915,202 87.46 451,184

Weighted average ordinary shares in issue, excluding shares

held in treasury – number

497,113,190 515,891,788

9. DIVIDENDS

Dividends on ordinary shares Record date Payment date

2024

£’000s

2023

£’000s

2022 Third interim of 3.20p 6-Jan-2023 1-Feb-2023 – 16,589

2022 Final of 3.90p 11-Apr-2023 11-May-2023 – 20,214

2023 First interim of 3.40p 30-Jun-2023 1-Aug-2023 – 17,581

2023 Second interim of 3.40p 6-Oct-2023 1-Nov-2023 – 17,453

2023 Third interim of 3.40p 5-Jan-2024 1-Feb-2024 17,325 –

2023 Final of 4.50p 12-Apr-2024 9-May-2024 22,682 –

2024 First interim of 3.60p 28-Jun-2024 1-Aug-2024 18,003 –

2024 Second interim of 3.60p 4-Oct-2024 1-Nov-2024 17,594 –

75,604 71,837

A third interim dividend of 3.60p was paid on 3 February 2025 to all shareholders recorded on the register on 3 January 2025.

The Directors have proposed a final dividend in respect of the year ended 31 December 2024 of 4.80p payable on 7 May 2025 to all

shareholders recorded on the register at close of business on 11 April 2025. The total dividends paid and payable in respect of the

financial year for the purposes of the income retention test for Section 1159 of the Corporation Tax Act 2010 are set out below.

2024

£’000s

2023

£’000s

Revenue available for distribution by way of dividends for the year 84,557 81,660

First interim dividend for the year ended 31 December 2024 – 3.60p per share (2023: 3.40p) (18,003) (17,581)

Second interim dividend for the year ended 31 December 2024 – 3.60p per share (2023: 3.40p) (17,594) (17,453)

Third interim dividend for the year ended 31 December 2024 – 3.60p per share (2023: 3.40p) (17,371) (17,325)

Proposed final dividend for the year ended 31 December 2024 – 4.80p per share (2023: 4.50p) (23,137) (22,820)

(estimated cost based on 482,018,501 shares in issue at 11 March 2025, excluding shares held in

treasury)

Estimated amount transferred to revenue reserve for Section 1159 purposes

(1)

8,452

6,481

All dividends are paid from revenue.

(1) Represents 8% of total income as stated in note 3 (2023: 6%)

The table below reflects the revenue reserve after adjusting for the third interim and final dividends for the years to 31 December

2024 and 31 December 2023.

2024

£’000s

2023

£’000s

Revenue reserve at 31 December (per Balance Sheet) 116,240 107,287

Third interim dividend for the year ended 31 December 2024 – 3.60p per share (2023: 3.40p) (17,371) (17,325)

Proposed final dividend for the year ended 31 December 2024 – 4.80p per share (2023: 4.50p) (23,137) (22,820)

Revenue reserve after adjusting for the third interim and final dividends 75,732

67,142

NOTES TO THE ACCOUNTS (CONTINUED)

91Annual Report and Accounts 2024

Financial Report

10. INVESTMENTS

Investments

Level 1

(1)

£’000s

Level 3

(1)

£’000s

2024

Total

£’000s

Level 1

(1)

£’000s

Level 3

(1)

£’000s

2023

Total

£’000s

Cost at 1 January 4,308,857 520,264 4,829,121 3,844,474 479,678 4,324,152

Unrealised gains at 1 January 627,711 74,046 701,757 564,318 95,487 659,805

Fair value of investments at 1 January 4,936,568 594,310 5,530,878 4,408,792 575,165 4,983,957

Purchases at cost 3,518,466 88,107 3,606,573 4,163,790 61,511 4,225,301

Sales proceeds (3,816,828) (91,707) (3,908,535) (4,116,288) (39,763) (4,156,051)

Gains on investments sold 480,106 52,983 533,089 416,881 18,838 435,719

Gains/(losses) on investments held 409,622 (7,102) 402,520 63,393 (21,441) 41,952

Fair value of investments at 31 December 5,527,934 636,591 6,164,525 4,936,568 594,310 5,530,878

Analysed at 31 December

Cost 4,490,601 569,647 5,060,248 4,308,857 520,264 4,829,121

Unrealised gains 1,037,333 66,944 1,104,277 627,711 74,046 701,757

Fair value of investments at 31 December 5,527,934 636,591 6,164,525 4,936,568 594,310 5,530,878

Gains on investments held at fair value

2024

£’000s

2023

£’000s

Gains on investments sold during the year 533,089 435,719

Gains on investments held at year end 402,520 41,952

Total gains on investments 935,609 477,671

Investments sold during the year have been revalued over time since their original purchase. Until they were sold any unrealised gain or loss was included in the

fair value of investments.

(1) The hierarchy of investments and derivative instruments is described in note 2(c)(i) and below.

No investments held in 2024 or 2023 were valued in accordance with Level 2.

Level 1 includes investments and derivatives listed on any recognised stock exchange or quoted on the AIM market in the UK and quoted open-ended funds.

These also include Gilts of £nil (2023: £80m).

Level 3 includes investments in private companies or securities, whether invested in directly or through pooled Private Equity vehicles, for which observable

market data is not specifically available.

Investments managed or advised by Columbia Threadneedle Investments

The portfolio of investments, excluding unquoted investments, did not include at any time during the year any funds or investments

managed or advised by Columbia Threadneedle Investments (2023: none). Under the terms of the Company’s Management

Agreement with the Manager set out in note 4, the management fee is adjusted for fees earned by the Manager on all such

holdings.

Unquoted investments

Unquoted investments include £636.6 million (2023: £594.0 million) of investments described as Private Equity, together with £nil

million (2023: £0.3 million) of other partnerships, the underlying portfolios of which principally comprise unlisted investments.

These are valued in accordance with the policies set out in note 2(c)(ii).

It is in the nature of Private Equity and similar unquoted investments that they may be loss making, with no certainty of survival, and

that they may prove difficult to realise. The concept of “fair value” as applied to such investments is not precise and their ultimate

realisation may be at a value materially different from that reflected in the accounts. Further details on the valuation process in

respect of Private Equity investments can be found in notes 2(c)(xiii) and 25(d).

11. SUBSTANTIAL INTERESTS

At 31 December 2024 the Company held more than 3% of one class of the capital of the following undertakings held as investments,

none of which, in the opinion of the Directors, provide the Company with significant influence.

Investment

Country of

registration,

incorporation and

operation Holding

(1)

Private Equity Funds

HIPEP V – Direct Fund LP USA 15.66

HIPEP VI – Emerging Markets Fund USA 12.06

HIPEP VI – Asia Pacific Fund LP USA 4.93

Pantheon Europe Fund III LP USA 44.41

Pantheon Europe Fund V LP Scotland 9.29

Pantheon Asia Fund IV LP Channel Islands 8.40

Pantheon Asia Fund V LP Channel Islands 6.19

Pantheon Global Secondary Fund III LP Scotland 3.50

Graycliff USA 4.78

Maison Capital China 4.84

MVM USA/Europe 4.10

August VI UK 3.98

PE Investment Holdings 2018 LP* Scotland 100.00

(1)

The Company neither has a controlling interest nor significant influence in the management of any of these undertakings. The

Board has no participation in the investment decision making process as this lies solely with the General Partner. The percentage

holdings have not changed since the prior year.

The valuation of those holdings greater than 10% are: Dover Street VI LP: £nil; HIPEP V – Direct Fund LP: £nil; HIPEP VI – Emerging

Markets Fund: £8,841,000; Pantheon Europe Fund III LP: £2,601,000; PE Investment Holdings 2018 LP: £247,068,000.

Under FRS 102, as interests are held as part of an investment portfolio, consolidation is not required.

*In 2018 the Company signed a Limited Partnership agreement in which it holds 100% of the Limited Partner share in PE Investment

Holdings 2018 LP and Columbia Threadneedle Investments holds the General Partner interest. The Partnership was set up to

partake in Private Equity investments. The Board has no participation in the investment decision making process as this lies solely

with the General Partner and therefore no consolidated financial statements are prepared. The registered address of PE Investment

Holdings 2018 LP is 6th Floor, Quartermile 4, 7a Nightingale Way, Edinburgh, EH3 9EG.

The profit for the year ended 31 December 2024 in the LP was £8.4m and its Capital and Reserves was £247.1m.

The outstanding commitment is shown in note 22.

NOTES TO THE ACCOUNTS (CONTINUED)

93Annual Report and Accounts 2024

Financial Report

12. DEBTORS

2024

£’000s

2023

£’000s

Investment debtors 5,207 1,178

Prepayments and accrued income 4,564 4,499

Overseas taxation recoverable 5,289 5,567

15,060 11,244

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Other

2024

£’000s

2023

£’000s

Investment creditors 5,667 3,670

Management fees payable to the Manager 2,647 2,625

Provision for Capital Gains Taxation on Indian Investments 727 2,258

Cost of ordinary shares repurchased 1,348 2,700

Other accrued expenses 2,520 2,583

12,909 13,836

14. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Loans

Non-instalment debt payable after more than one year

2024

£’000s

2023

£’000s

2.80% Loan notes £25 million repayable June 2028 25,000 25,000

3.16% Loan notes £50 million repayable June 2031 50,000 50,000

2.92% Loan notes £75 million repayable May 2048 75,000 75,000

0.93% Loan notes €42 million repayable June 2026 34,726 36,394

2.59% Loan notes £57 million repayable June 2042 57,000 57,000

2.69% Loan notes £37 million repayable June 2049 37,000 37,000

2.72% Loan notes £20 million repayable June 2059 20,000 20,000

2.09% Loan notes £50 million repayable June 2036 50,000 50,000

2.15% Loan notes £50 million repayable June 2038 50,000 50,000

2.33% Loan notes £40 million repayable June 2056 40,000 40,000

2.06% Loan notes £50 million repayable March 2037 50,000 50,000

1.96% Loan notes £45 million repayable March 2056 45,000 45,000

1.87% Loan notes £45 million repayable March 2061 45,000 45,000

578,726 580,394

In June 2016 the Company issued unsecured, fixed rate senior notes in tranches of £25 million and £50 million expiring in June

2028 and June 2031 respectively. In May 2018 the Company issued unsecured, fixed rate senior notes of £75 million expiring in May

2048. In June 2019 the Company issued unsecured, fixed rate senior notes in tranches of EUR42 million, £57 million, £37 million and

£20 million expiring in June 2026, June 2042, June 2049 and June 2059 respectively. In June 2021 the Company issued unsecured,

fixed rate senior notes in tranches of £50 million, £50 million and £40 million expiring in June 2036, June 2038 and June 2056

respectively. In March 2022 the Company issued unsecured, fixed rate senior notes in tranches of £50 million, £45 million and £45

million expiring in March 2037, March 2056 and March 2061 respectively. Interest rates applying to the notes are commercially

competitive and fixed until the expiry dates.

The market value of the long-term loans at 31 December 2024 was £372,235,000 based on the equivalent benchmark gilts or

relevant commercially available current debt (2023: £404,572,000).

At 11 March 2025, long-term borrowings comprised £544 million loan notes and €42 million loan notes.

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Debenture

2024

£’000s

2023

£’000s

4.25% perpetual debenture stock – secured 575 575

The 4.25% perpetual debenture stock, which was issued in 1960, is listed on the London Stock Exchange and secured by floating

charges over the assets of the Company. The market value of the debenture stock at 31 December 2024 was £429,000

(2023: £429,000).

16. SHARE CAPITAL

2024

Shares held in

treasury

Number

entitled to

dividend

Number

Total shares

in issue

Number

Issued and

fully paid

nominal

£’000s

Ordinary shares of 25p each

Balance brought forward 52,025,962 509,793,054 561,819,016 140,455

Shares repurchased by the Company and held in treasury 27,260,506 (27,260,506) – –

Balance carried forward 79,286,468 482,532,548 561,819,016 140,455

2023

Shares held in

treasury

Number

entitled to

dividend

Number

Total shares

in issue

Number

Issued and

fully paid

Nominal

£’000s

Ordinary shares of 25p each

Balance brought forward 43,407,160 518,411,856 561,819,016 140,455

Shares repurchased by the Company and held in treasury 8,618,802 (8,618,802) – –

Balance carried forward 52,025,962 509,793,054 561,819,016 140,455

During the year the Company repurchased 27,260,506 ordinary shares at a total cost of £280,120,000, all of which were placed in

treasury.

Since the year end, and up to 11 March 2025, 514,047 ordinary shares each have been repurchased and held in treasury.

17. CAPITAL REDEMPTION RESERVE

2024

£’000s

2023

£’000s

Balance brought forward and carried forward 122,307 122,307

NOTES TO THE ACCOUNTS (CONTINUED)

95Annual Report and Accounts 2024

Financial Report

18. OTHER RESERVES

Capital reserve

arising on

investments

sold

£’000s

Capital reserve

arising on

investments

held

£’000s

Capital

reserves

– total

£’000s

Revenue

reserve

£’000s

Gains and losses transferred in current year:

Gains on investments and derivatives sold (see note 10) 533,089 – 533,089 –

Gains on investments held at year end (see note 10) – 402,520 402,520 –

Exchange movements on foreign currency loans, cash balances

and derivatives

15,450 (10,447) 5,003 –

Management fees (see note 4) (13,811) – (13,811) –

Finance costs (see note 6) (10,298) – (10,298) –

Other capital expenses (see note 5) (79) – (79) –

Indian capital gains tax (see note 7) (1,222) – (1,222) –

Net revenue return attributable to shareholders – – – 84,557

Total gains and losses transferred in current year 523,129 392,073 915,202 84,557

Cost of ordinary shares repurchased in year (see note 16) (280,120) – (280,120) –

Dividends paid in year (see note 9) – – – (75,604)

Balance brought forward 3,951,963 712,475 4,664,438 107, 287

Balance carried forward 4,194,972 1,104,548 5,299,520 116,240

Included within the capital reserve movement for the year is £196,000 (2023: £73,000) of dividend receipts recognised as capital

in nature in accordance with note 2(c)(xiii). £2,029,000 of transaction costs on purchases of investments are included within

the capital reserve movements disclosed above (2023: £2,043,000). £1,420,000 of transaction costs on sales of investments are

similarly included (2023: £1,069,000).

19. NET ASSET VALUE PER ORDINARY SHARE

2024 2023

Net asset value per share – pence 1,176.82 9 87. 56

Net assets attributable at end of period – £’000s 5,678,522 5,034,487

Ordinary shares of 25p in issue at end of year, excluding shares held in treasury – number 482,532,548 509,793,054

Net asset value per share (with the debenture stock and long-term loans at market value – see notes 14 and 15) was 1,219.64p (2023:

1,022.07p).

20. RECONCILIATION OF NET RETURN BEFORE TAXATION TO CASH FLOWS FROM OPERATING ACTIVITIES

2024

£’000s

2023

£’000s

Net return on ordinary activities before taxation 1,013,676 547,029

Adjust for non-cash flow items, dividend income and interest expense:

Gains on investments (935,609) (477,671)

Exchange (gains)/losses (4,224) 1,043

Non-operating expenses of a capital nature 79 68

Decrease in debtors 169 81

(Decrease)/increase in creditors (40) 964

Dividends receivable (108,917) (98,524)

Interest payable 13,731 13,841

Tax on overseas income (15,031) (12,605)

(1,049,842) (572,803)

Cash flows from operating activities (before dividends received and interest paid) (36,166) (25,774)

21. ANALYSIS OF CHANGES IN NET DEBT

2024

Cash

£’000s

Long-term

loans

£’000s

Debenture

£’000s

Forward

exchange

£’000s

Total

£’000s

Opening net debt as at

31 December 2023

87,170 (580,394) (575) – (493,799)

Cash-flows:

Net movement in cash and cash

equivalents

1,421 – – – 1,421

Non-cash:

Effect of Foreign Exchange

movements

2,556 1,668 – – 4,224

Closing net debt as at

31 December 2024 91,147 (578,726) (575) – (488,154)

2023

Cash

£’000s

Long-term

loans

£’000s

Debenture

£’000s

Forward

exchange

£’000s

Total

£’000s

Opening net debt as at

31 December 2022

243,836 (581,264) (575) 737 (337, 266)

Cash-flows:

Net movement in cash and cash

equivalents

(155,490) – – – (155,490)

Non-cash:

Effect of Foreign Exchange

movements

(1,176) 870 – (737) (1,043)

Closing net debt as at

31 December 2023 87,170 (580,394) (575) – (493,79 9)

NOTES TO THE ACCOUNTS (CONTINUED)

97Annual Report and Accounts 2024

Financial Report

22. CAPITAL COMMITMENTS

The Company had the following capital commitments outstanding, which are all in relation to its private equity investments at the

year end:

2024

Currency

2023

Currency

2024

£’000s

2023

£’000s

Managed by Harbourvest:

HarbourVest Partners VII:

– Buyout Partnership Fund LP US$0.0m US$4.3m – 3,365

– Venture Partnership Fund LP US$0.5m US$0.5m 419 412

– Mezzanine Fund LP US$0.0m US$0.7m – 565

Dover Street VI LP US$0.0m US$3.1m – 2,437

Dover Street VII LP US$3.2m US$3.2m 2,545 2,500

HarbourVest Partners V – Asia Pacific and Rest of World LP US$0.0m US$1.5m – 1,177

HarbourVest Partners VIII:

– Buyout Partnership Fund LP US$1.8m US$1.8m 1,437 1,412

– Venture Partnership Fund LP US$0.8m US$0.8m 639 628

HIPEP V – Direct Fund LP €2.1m €2.1m 1,705 1,787

HIPEP VI – Asia Pacific Fund LP US$1.3m US$1.3m 998 981

Managed by Pantheon:

Pantheon Europe Fund III LP €5.4m €5.4m 4,432 4,645

Pantheon Europe Fund V LP €4.5m €4.5m 3,721 3,899

Pantheon Asia Fund IV LP US$2.7m US$2.7m 2,116 2,079

Pantheon Asia Fund V LP US$3.5m US$3.5m 2,775 2,726

Pantheon Global Secondary Fund III LP US$2.4m US$2.4m 1,956 1,922

Pantheon Access SICAV US$176.1m US$230.7m 140,634 180,946

Selected by Columbia Threadneedle Investments:

Esprit Capital Fund I LP £0.0m £0.27m – 265

Astorg VI

(1)

€1.1m €1.1m 926 970

August Equity IV

(1)

£0.2m £0.2m 151 197

Procuritas VI

(1)

€0.5m €0.6m 393 543

Stellex Capital

(1)

US$1.6m US$0.0m 1,317 9

Centana

(1)

US$0.2m US$0.2m 148 166

Graycliff

(1)

US$1.3m US$1.3m 1,023 1,005

Volpi Capital

(1)

€0.0m €0.0m – 27

Maison Capital

(1)

US$0.1m US$0.1m 44 44

Inflexion Partnership Capital II

(1)

£0.5m £0.5m 490 452

PE Investment Holdings 2018 LP

(1)

£134.1m £ 1 67.1m 134,118 167,118

Verdane Edda

(1)

SEK 9.7m SEK 15.1m 701 1,175

MVM

(1)

US$0.0m US$0.5m – 366

Inflexion Supplemental V

(1)

£1.5m £2.9m 1,454 2,898

Graycliff IV

(1)

US$2.8m US$3.7m 2,220 2,900

Centana II

(1)

US$1.3m US$2.0m 1,038 1,585

MED Platform

(1)

€2.2m €1.0m 1,788 900

Inflexion Buyout Fund VI

(1)

£7.6m £11.1m 7,552 11,084

Hg Saturn 3

(1)

US$4.0m US$7.0m 3,179 5,461

Inflexion Partnership Capital III

(1)

£14.1m £15.0m 14,135 15,000

Graycliff V

(1)

US$15.0m – 11,977 –

Inflexion Enterprise Fund VI

(1)

£10.0m – 10,000 –

August Equity VI

(1)

£9.7m – 9,700 –

365,731 423,646

(1) Columbia Threadneedle Investments is responsible for the selection and oversight of these funds, within the terms of its management agreement with the Company.

These commitments will be called upon over a number of years.

23. TRANSACTIONS WITH THE MANAGER AND RELATED PARTIES

The Board of Directors is defined as a related party. Under the FCA Listing Rules, the Manager is also defined as a related party.

However, under the Investment Trust SORP issued by the AIC, in accordance with which these financial statements are prepared,

the Manager is not considered to be a related party for accounting purposes.

There are no transactions with the Board other than aggregated remuneration for services as Directors as disclosed in the

Remuneration Report on page 65 and as set out in note 5. There were no outstanding balances with the Board at the year end.

There were no transactions with the Ameriprise group other than those detailed: in note 4 on management fees; in note 10, where

investments managed or advised by Columbia Threadneedle Investments are disclosed; in note 13 in relation to fees owed to the

Manager at the Balance Sheet date; and in the Report of the Management Engagement Committee on page 57 regarding the

Management agreement in respect of Private Equity fees and a trademark licence agreement in respect of the “F&C” name.

24. GOING CONCERN

In assessing the going concern basis of accounting the Directors have had regard to the guidance issued by the Financial Reporting

Council. They have also considered the Company’s objective, strategy and investment policy, the current cash position of the

Company, the availability of borrowings and compliance with covenants and the operational resilience of the Company and its

service providers. More information on the Directors' assessment is provided on page 62.

25. FINANCIAL RISK MANAGEMENT

The Company is an investment company, listed on the London Stock Exchange, and conducts its affairs so as to qualify in the UK as

an investment trust under the provisions of Section 1158 of the Corporation Tax Act 2010. In so qualifying, the Company is exempted

in the UK from corporation tax on capital gains on its portfolio of investments.

The Company’s objective is to secure long-term growth in capital and income through a policy of investing primarily in an

internationally diversified portfolio of publicly listed equities, as well as unlisted securities and Private Equity, with the use of

gearing. In pursuing the objective, the Company is exposed to financial risks which could result in a reduction of either or both of

the value of the net assets and the profits available for distribution by way of dividend. These financial risks are principally related to

the market (currency movements, interest rate changes and security price movements), liquidity and credit. The Board of Directors,

together with the Manager, is responsible for the Company’s risk management. The Directors’ policies and processes for managing

the financial risks are set out in (a), (b) and (c) on the following pages.

The significant accounting policies which govern the reported Balance Sheet carrying values of the underlying financial assets and

liabilities, as well as the related income and expenditure, are set out in note 2 to the accounts. The policies are in compliance with

FRS 102 and best practice, and include the valuation of financial assets and liabilities at fair value except as noted in (d) on page 103

and in notes 14 and 15 in respect of loans and the perpetual debenture stock. The Company does not make use of hedge accounting

rules.

(a) Market risks

The fair value of equity and other financial securities, including any derivatives, held in the Company’s portfolio fluctuates with

changes in market prices. Prices are themselves affected by movements in currencies, interest rates and other macroeconomic,

market and financial issues, including the market perception of future risks. The Board’s policies for managing these risks within

the Company’s objective are set out on page 32. The Board meets regularly to review full, timely and relevant information on

investment performance and financial results. The Manager assesses exposure to market risks when making each investment

decision and monitors ongoing market risk within the portfolio.

NOTES TO THE ACCOUNTS (CONTINUED)

99Annual Report and Accounts 2024

Financial Report

The Company’s other assets and liabilities may be denominated in currencies other than sterling and may also be exposed to

interest rate risks. The Manager and the Board regularly monitor these risks. Foreign currency borrowings are limited to amounts

and currencies commensurate with the portfolio’s exposure to those currencies, thereby limiting the Company’s exposure to future

changes in foreign exchange rates. The debenture deed and loan contracts are agreed and signed by the Board and compliance

with the agreements is monitored by the Board at each meeting. Gearing may be short or long-term in sterling and foreign

currencies, and enables the Company to take a long-term view of the countries and markets in which it is invested without having

to be concerned about short-term volatility.

Currency Exposure

The carrying value of the Company’s assets and liabilities at 31 December, by currency, are shown below:

2024

Short-term

debtors

£’000s

Cash and

deposits

£’000s

Debentures

£’000s

Unsecured

loans

£’000s

Short-term

creditors

£’000s

Net monetary

assets/

(liabilities)

£’000s

Investments

£’000s

Net exposure

£’000s

Sterling 790 6,464 (575) (544,000) (5,166) (542,487) 628,056 85,569

US Dollar 6,617 80,097 – – (5,900) 80,814 4,093,352 4,174,166

Euro 2,892 3,094 – (34,726) (4) (28,744) 473,117 444,373

Yen 1,512 1,433 – – (1,112) 1,833 352,655 354,488

Other 3,249 59 – – (727) 2,581 617,345 619,926

Total 15,060 91,147 (575) (578,726) (12,909) (486,003) 6,164,525 5,678,522

2023

Short-term

debtors

£’000s

Cash and

deposits

£’000s

Debentures

£’000s

Unsecured

loans

£’000s

Short-term

creditors

£’000s

Net monetary

assets/

(liabilities)

£’000s

Investments

£’000s

Net exposure

£’000s

Sterling 1,544 36,833 (575) (544,000) (7,666) (513,864) 690,033 176,169

US Dollar 2,687 33,234 – – (1,414) 34,507 3,291,645 3,326,152

Euro 3,339 13,113 – (36,394) (5) (19,947) 439,017 419,070

Yen 1,104 4,139 – – (2,493) 2,750 350,012 352,762

Other 2,570 (149) – – (2,258) 163 760,171 760,334

Total 11,244 87,170 (575) (580,394) (13,836) (49 6, 391) 5,530,878 5,034,487

The principal currencies to which the Company was exposed were the US Dollar, Euro and Yen. The exchange rates applying against

sterling at 31 December, and the average rates during the year, were as follows:

2024 Average 2023

US Dollar 1.2524 1.2781 1.2748

Euro 1.2095 1.1817 1.1540

Yen 196.8272 192.8375 179.7213

25. FINANCIAL RISK MANAGEMENT (CONTINUED)

100

Based on the financial assets and liabilities held and exchange rates applying at each Balance Sheet date, a weakening or

strengthening of sterling against each of these currencies by 10% would have had the following approximate effect on annualised

income after tax and on NAV per share:

Weakening of sterling

US$

£’000s

€

£’000s

2024

£’000s

US$

£’000s

€

£’000s

2023

£’000s

Income Statement Return after tax

Revenue return 3,750 1,874 813 3,637 1,639 708

Capital return 417,42 8 44,389 35,449 332,615 41,907 35,276

Total return 421,178 46,263 36,262 336,252 43,546 35,984

NAV per share – pence 87.28 9.59 7.51 65.96 8.54 7.0 6

Strengthening of sterling

US$

£’000s

€

£’000s

2024

£’000s

US$

£’000s

€

£’000s

2023

£’000s

Income statement return after tax

Revenue return (3,750) (1,874) (813) (3,637) (1,639) (708)

Capital return (417,428) (44,389) (35,449) (332,615) (41,907) (35,276)

Total return (421,178) (46, 263) (36,262) (336,252) (43,546) (35,984)

NAV per share – pence (87. 28) (9.59) (7.51) (65.96) (8.54) (7.06)

These analyses are broadly representative of the Company’s activities during the current and prior years as a whole, although the

level of the Company’s exposure to currencies fluctuates in accordance with the investment and risk management processes.

Interest rate exposure

The exposure of the financial assets and liabilities to interest rate risks at 31 December is shown below:

Within

one year

£’000s

More than

one year

£’000s

2024

Total

£’000s

Within

one year

£’000s

More than

one year

£’000s

2023

Total

£’000s

Exposure to floating rates

Cash 73,488 – 73,488 39,827 – 39,827

Exposure to fixed rates

Deposits 17,659 – 17,659 47,343 – 47, 343

Gilts – – – 79,357 – 79,357

Debentures – (575) (575) – (575) (575)

Other borrowings – (578,726) (578,726) – (580,394) (580,394)

Net exposure at year end 91,147 (579,301) (488,154) 166,527 (580,969) (414,442)

Exposures vary throughout the year as a consequence of changes in the composition of the net assets of the Company arising out

of the investment and risk management processes.

Interest received on cash balances, or paid on bank overdrafts and borrowings, is at ruling market rates. The interest rate applying

on the loans and the debenture stock is set out in notes 14 and 15. There were no gilts at the year end (31 December 2023: £80m).

NOTES TO THE ACCOUNTS (CONTINUED)

101Annual Report and Accounts 2024

Financial Report

The Company’s total returns and net assets are sensitive to changes in interest rates on cash and borrowings, except in respect of

the debenture, loans and gilts (see notes 10, 14 and 15), on which the interest rates are fixed.

Based on the financial assets and liabilities held, and the interest rates pertaining, at each Balance Sheet date, a decrease or

increase in interest rates by 2% would have the following approximate effects on the Income Statement revenue and capital

returns after tax and on the NAV:

Increase

in rate

£’000s

2024

Decrease

in rate

£’000s

Increase

in rate

£’000s

2023

Decrease

in rate

£’000s

Revenue return 1,470 (1,470) 797 (797)

Capital return – – – –

Total return 1,470 (1,470) 797 (797)

NAV per share – pence 0.30 (0.30) 0.16 (0.16)

Other market risk exposures

Based on the portfolio of investments held at each Balance Sheet date, and assuming other factors remain constant, a decrease

or increase in the fair values of the portfolio by 20% would have had the following approximate effects on the net capital return

attributable to equity shareholders and on the NAV:

Increase

in value

£’000s

2024

Decrease

in value

£’000s

Increase

in value

£’000s

2023

Decrease

in value

£’000s

Income statement capital return 1,232,905 (1,232,905) 1,106,176 (1,106,176)

NAV per share – pence 255.51 (255.51) 216.99 (216.99)

(b) Liquidity risk exposure

The Company requires funds to meet commitments associated with financial instruments, Private Equity investments, dividends

and share buybacks. These commitments may be met by the utilisation of existing cash balances, through the realisation of assets

or through increased borrowing. The risk of the Company not having sufficient liquidity at any time is not considered by the Board

to be significant, given: the large value of the listed investments held in the Company’s portfolio (89.7% at 31 December 2024); the

liquid nature of the portfolio of investments; the industrial and geographical diversity of the portfolio and the ability to meet short

term settlements through our custody account and the availability of loan facilities. Cash balances are held with approved banks,

usually on overnight deposit. The Manager reviews liquidity at the time of making each investment decision. The Board reviews

liquidity exposure at each of its meetings.

The Company has total borrowings of £579.3 million as set out in notes 14 and 15. Their terms limit the amount which the Company

may borrow at any one time as a proportion of the relevant portfolio of investments and cash. The most onerous financial covenant

limits total borrowings to 35% of the Company’s adjusted portfolio value, which at 31 December 2024 was £5,619 million. Actual

borrowings at par value at 31 December 2024 were £578.7 million in loans (market value: £372.2 million) (see note 14) and £0.6

million (market value: £0.4 million) in a debenture (see note 15).

At 31 December 2024 the Company had £365.7 million of outstanding commitments to Private Equity investments (see note 22).

25. FINANCIAL RISK MANAGEMENT (CONTINUED)

102

The contractual maturities of the financial liabilities at each balance sheet date, based on the earliest date on which payment can be

required using undiscounted cashflows, were as follows:

2024

Three months

or less

£’000s

More than three

months but less

than one year

£’000s

More than

one year

£’000s

Total

£’000s

Other creditors 12,909 – – 12,909

Long-term liabilities

(1)

(including interest) 1,372 12,257 831,316 844,945

14,281 12,257 831,316 857,854

2023

Three months

or less

£’000s

More than three

months but less

than one year

£’000s

More than

one year

£’000s

Total

£’000s

Other creditors 13,836 – – 13,836

Long-term liabilities

(1)

(including interest) 1,372 12,272 846,839 860,483

15,208 12,272 846,839 874, 319

(1) See notes 14 and 15 for maturity dates

The Company is exposed to potential failure by counterparties to deliver securities for which the Company has paid, or to pay for

securities which the Company has delivered. The Board reviews all counterparties used in such transactions, which must be settled

on the basis of delivery against payment (except where local market conditions do not permit).

A list of pre-approved counterparties is maintained by the Manager. Broker counterparties are selected based on a combination of

criteria, including credit rating, balance sheet strength and membership of a relevant regulatory body. The rate of default in the past

has been negligible. Payments in respect of Private Equity investments are made only to counterparties with whom a contracted

commitment exists. Cash and deposits are held with approved banks.

The Company has an ongoing contract with the Custodian for the provision of custody services. The contract was executed in 2014

and custody fees last revised in 2017. Details of securities held in custody on behalf of the Company are received and reconciled

monthly. The Depositary has regulatory responsibilities relating to segregation and safe keeping of the Company’s financial assets,

amongst other duties, as set out in the Directors’ Report. The Board has direct access to the Depositary and receives regular reports

from it via the Manager.

To the extent that the Manager carries out management and administrative duties (or causes similar duties to be carried out

by third parties) on the Company’s behalf, the Company is exposed to counterparty risk. The Board assesses this risk through

regular meetings with the management of Columbia Threadneedle Investments (including the Fund Manager) and with its Risk

Management function. In reaching its conclusions the Board, through the Audit Committee, also reviews the annual ISAE/AAF

Report on the Manager's internal control policies and procedures.

The Company held no UK Gilts in its portfolio at the year end (2023: £80m). None of the Company’s financial assets are past their

due date or impaired.

The maximum exposure to credit risk on cash and debtors equates to their carrying amounts as per the balance sheet.

NOTES TO THE ACCOUNTS (CONTINUED)

103Annual Report and Accounts 2024

Financial Report

(d) Fair values of financial assets and liabilities

The assets and liabilities of the Company are, in the opinion of the Directors, reflected in the balance sheet at fair value, or at a

reasonable approximation thereof, except for the long-term loans which are carried at amortised cost and the debenture which is

carried at proceeds less costs, in accordance with Accounting Standards.

The fair values of the long-term loans and debenture at 31 December 2024 are set out in notes 14 and 15. Borrowings under overdraft

and short-term loan facilities do not have a value materially different from their capital repayment amount. Borrowings in foreign

currencies are converted into sterling at exchange rates ruling at each valuation date.

The fair value of investments quoted on active markets is determined directly by reference to published price quotations in these

markets.

Forward currency contracts are valued on the basis of exchange rates for a similar contract for the same residual duration, as

provided by the counterparty.

Unquoted investments, including Private Equity investments, are valued based on professional advice and assumptions that

are not wholly supported by prices from current market transactions or by observable market data. The Directors make use of

recognised valuation techniques including reference to: net assets; industry benchmarks; cost of investment; roll forward of calls

and redemptions; and recent arm’s length transactions in the same or similar investments. With respect specifically to investments

in Private Equity funds or partnerships, the underlying investment advisers and managers provide regular estimated valuations to

the Directors, based on the latest information available. The Directors review these valuations for consistency with the Company’s

own accounting policies and with fair value principles. The investment advisers’ and managers’ estimated valuations relating to the

Private Equity funds’ period ends are compared annually by the Directors to the final audited annual valuations of those funds to

ensure that their valuation techniques gave rise to valid estimates. The Directors were satisfied with the results of this annual review,

which took place most recently in June 2024, indicating that the Company can, all things being equal, continue to place reliance

on the Private Equity advisers’ and managers’ estimates and valuation techniques. The Company's direct investment in Inflexion

Strategic Partners is valued with reference to an earnings multiple.

(e) Capital risk management

The objective of the Company is stated as being to secure long-term growth in capital and income. In pursuing this long-term

objective, the Board has a responsibility for ensuring the Company’s ability to continue as a going concern. It must therefore maintain

an optimal capital structure through varying market conditions. This involves the ability to:

• issue and buy back share capital within limits set by shareholders in general meeting;

• borrow monies in the short and long terms; and

• pay dividends to shareholders out of current year revenue earnings as well as out of brought forward revenue and capital reserves.

Changes to ordinary share capital are set out in note 16. Dividend payments are set out in note 9. The Directors have no current

intention to pay dividends out of capital reserves. Borrowings are set out in notes 14 and 15.

26. SECURITIES FINANCING TRANSACTIONS (‘SFT’)

The Company has not, in the year to 31 December 2024 (2023: same), participated in any: repurchase transactions; securities lending

or borrowing; buy-sell back transactions; margin lending transactions; or total return swap transactions (collectively called SFT). As

such, it has no disclosure to make in satisfaction of the UK regulations on transparency of SFT, issued in November 2015.

27. EVENTS AFTER THE END OF THE REPORTING PERIOD

There were no material events after the end of the reporting period.

25. FINANCIAL RISK MANAGEMENT (CONTINUED)

104

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the one hundred and forty-sixth

Annual General Meeting of the Company will be held at

Merchant Taylors’ Hall, 30 Threadneedle Street, London

EC2R 8JB on Wednesday 30 April 2025 at 12.00 noon for

the following purposes:

ORDINARY RESOLUTIONS

1. To receive and adopt the Directors’ report and the

audited accounts for the year ended 31 December

2024.

2. To approve the Directors’ Remuneration Report

(excluding the Directors' remuneration policy) for the

year ended 31 December 2024.

3. To declare a final dividend for the year ended

31 December 2024 of 4.80 pence per ordinary share.

4. To re-elect Anuradha Chugh as a Director.

5. To re-elect Beatrice Hollond as a Director.

6. To re-elect Edward Knapp as a Director.

7. To re-elect Rain Newton-Smith as a Director.

8. To re-elect Quintin Price as a Director.

9. To re-elect Richard Robinson as a Director.

10. To re-elect Stephen Russell as a Director.

11. To re-elect Julie Tankard as a Director.

12. To re-appoint Ernst & Young LLP as auditors to the

Company.

13. To authorise the Audit Committee to determine the

remuneration of the auditors.

14. Authority to allot shares.

THAT, in substitution for any existing authority, but without

prejudice to the exercise of any such authority prior to the

date hereof, the Directors be and they are hereby generally

and unconditionally authorised, in accordance with section

551 of the Companies Act 2006, to exercise all the powers

of the Company to allot shares in the Company and to grant

rights to subscribe for, or convert any security into, shares in

the Company (together being ‘relevant securities’) up to an

aggregate nominal amount of £12,050,463 during the period

commencing on the date of the passing of this resolution

and expiring at the conclusion of the annual general meeting

of the Company to be held in 2026 or on 30 June 2026,

whichever is earlier, unless previously revoked, varied

or extended by the Company in a general meeting (the

‘relevant period’) save that the Company may, at any time

prior to the expiry of this authority, make offers or enter into

agreements which would or might require relevant securities

to be allotted after the expiry of the relevant period and

notwithstanding such expiry the Directors may allot relevant

securities in pursuance of such offers or agreements.

SPECIAL RESOLUTIONS

15. Disapplication of pre-emption rights

THAT, subject to the passing of resolution 14 above and in

substitution for any existing authority, but without prejudice

to the exercise of any such authority prior to the date

hereof, the Directors be and they are hereby authorised,

pursuant to sections 570 and 573 of the Companies Act

2006 (the 'Act'), to allot equity securities (within the

meaning of section 560 of the Act) either pursuant to the

authority conferred by resolution 14 for cash or by way of a

sale of treasury shares as if section 561(1) of the Act did not

apply to any such allotment or sale, provided this authority

shall be limited to:

(a) the allotment of equity securities and sale of treasury

shares for cash in connection with an offer of, or

invitation to apply for, equity securities:

(i) to ordinary shareholders in proportion (as

nearly as may be practicable) to their existing

holdings; and

(ii) to holders of other equity securities as required

by the rights of those securities or as the

Directors otherwise consider necessary,

so that the Directors may impose any limits or restrictions

and make any arrangements which they consider necessary

or appropriate to deal with any treasury shares, fractional

entitlements or securities represented by depositary

receipts, record dates, legal, regulatory or practical

problems in, or under the laws of, any territory or the

requirements of any regulatory body or stock exchange or

any other matter; and

(b) the allotment (otherwise than under paragraph (a)

of this Resolution 15) of equity securities up to an

aggregate nominal amount of £12,050,463, such

authority to expire upon the expiry of the general

authority conferred by Resolution 14 above save that

the Company may at any time prior to the expiry of this

authority make offers or enter into agreements which

would or might require equity securities to be allotted

(and treasury shares to be sold) after the expiry of the

relevant period and notwithstanding such expiry the

Directors may allot equity securities (and sell treasury

shares) in pursuance of such offers or agreements as

if the authority conferred by this resolution had not

expired.

105Annual Report and Accounts 2024

Notice of Meeting

16. Share buyback authority

THAT, in substitution for any existing authority, but without

prejudice to the exercise of any such authority prior to the

date hereof, the Company be and is hereby generally and

unconditionally authorised, pursuant to and in accordance

with section 701 of the Companies Act 2006 (the 'Act'),

to make market purchases (within the meaning of section

693(4) of the Act) of fully paid ordinary shares of 25 pence

each in the capital of the Company (‘ordinary shares’) on

such terms and in such manner as the Directors may from

time to time determine, provided that:

(a) the maximum number of ordinary shares hereby

authorised to be purchased shall be 72,254,573 or, if

less, 14.99% of the number of ordinary shares in issue

(excluding treasury shares) as at the date of the passing

of this resolution;

(b) the minimum price (exclusive of expenses) which may

be paid for an ordinary share shall be 25 pence;

be paid for an ordinary share is the higher of:

(i) an amount equal to 105% of the average of

the middle market quotations for an ordinary

share (as derived from the London Stock

Exchange Daily Official List) for the five

business days immediately preceding the date

on which the ordinary share is contracted to

be purchased, and

(ii) an amount equal to the higher of the price

of the last independent trade for an ordinary

share and the highest current independent bid

for an ordinary share on the trading venues

where the purchase is carried out;

(d) the authority hereby conferred shall expire on 30 June

2026 unless the authority is renewed before that time

at the Company’s annual general meeting to be held

in 2026 or unless such authority is varied, revoked or

renewed prior to such time by the Company in general

meeting by special resolution; and

(e) the Company may at any time prior to the expiry of

such authority enter into a contract or contracts to

purchase ordinary shares under such authority which

will or may be completed or executed wholly or partly

after the expiration of such authority and the Company

may purchase ordinary shares pursuant to any such

contract or contracts as if the authority conferred by

this resolution had not expired.

By Order of the Board

Columbia Threadneedle

Investment Business Limited,

Company Secretary

14 March 2025

Registered office:

Cannon Place

78 Cannon Street

London EC4N 6AG

Registered number: 12901

The AGM will be a “hybrid” meeting, with shareholders

and savings plan holders being able to attend the

meeting in person or online. This allows many more of

our shareholders the opportunity to view the AGM and

to participate by asking questions and voting online. Full

details of how to do so are set out in your Form of Proxy

or Form of Direction. Please read these carefully as failure

to complete your form correctly will result in you not

being able to vote at the meeting.

Mansion

House

Bank

Monument

Cornhill

Leadenhall Steet

Threadneedle Street

Bank

England

Lloyds

London

Fenchurch St

Station

Liverpool

Street

King William Street

Bishopsgate

Old Broad Street

Lombard Street

Threadneedles

Hotel

Merchant

Taylors’ Hall

Meeting Location

106

NOTICE OF ANNUAL GENERAL MEETING (CONTINUED)

Notes:

1. A member is entitled to appoint one or more proxies to

exercise all or any of the member’s rights to attend, speak

and vote at the meeting. A proxy need not be a member

of the Company but must attend the meeting for the

member’s vote to be counted. If a member appoints more

than one proxy to attend the meeting, each proxy must

be appointed to exercise the rights attached to a different

share or shares held by that member.

Please contact Computershare Investor Services PLC by

email on corporate-representatives@computershare.co.uk

or alternatively call 0370 707 1529, providing details of

your proxy appointment including their email address so

that unique credentials can be issued to allow the proxy

to access the electronic meeting. Access credentials will

be emailed to the appointee one working day prior to the

meeting. Lines are open 8.30am to 5.30pm Monday to

Friday (excluding bank holidays).

2. If the Chairman, as a result of any proxy appointments,

is given discretion as to how the votes are cast and the

voting rights in respect of those discretionary proxies,

when added to the interests in the Company’s securities

already held by the Chairman, result in the Chairman

holding such number of voting rights that she has a

notifiable obligation under the Disclosure Guidance and

Transparency Rules (‘DTRs’), the Chairman will make the

necessary notifications to the Company and the Financial

Conduct Authority (‘FCA’). As a result, any person holding

3% or more of the voting rights in the Company who

grants the Chairman a discretionary proxy in respect of

some or all of those voting rights and so would otherwise

have a notification obligation under the DTRs need not

make a separate notification to the Company and the FCA.

3. Any such person holding 3% or more of the voting rights

in the Company who appoints a person other than the

Chairman as their proxy will need to ensure that both they

and such person complies with their respective disclosure

obligations under the DTRs.

4. A Form of Proxy is provided with this notice for members.

If a member wishes to appoint more than one proxy and

so requires additional Forms of Proxy, the member should

contact Computershare Investor Services PLC on 0370

707 1529. To be valid, the Form of Proxy and any power

of attorney or other authority under which it is signed

(or a notarially certified copy of such authority) must be

received by post or (during normal business hours only) by

hand at the Company’s registrars, Computershare Investor

Services PLC, The Pavilions, Bridgwater Road, Bristol BS99

6ZY, no later than 12.00 noon on Monday 28 April 2025

or two business days before the time of any adjournment.

Completion and return of a Form of Proxy will not preclude

members from attending and voting at the meeting should

they wish to do so. Amended instructions must also be

received by the Company’s registrars by the deadline for

receipt of Forms of Proxy.

5. Alternatively, members may register the appointment of

a proxy for the meeting electronically, by accessing the

website eproxyappointment.com where full instructions for

the procedure are given. The Control Number, Shareholder

Reference Number and PIN as printed on the Form of

Proxy will be required in order to use the electronic

proxy appointment system. This website is operated

by Computershare Investor Services PLC. The proxy

appointment and any power of attorney or other authority

under which the proxy appointment is made must be

received by Computershare Investor Services PLC no later

than 12.00 noon on Monday 28 April 2025 or two business

days before any adjourned meeting or (in the case of a poll

taken otherwise than at or on the same day as the meeting

or adjourned meeting) for the taking of the poll at which it

is to be used. If you wish to appoint more than one proxy

electronically please contact Computershare Investor

Services PLC on 0370 707 1529.

6. Investors holding shares in the Company through the

Columbia Threadneedle ISA, Junior ISA, Child Trust

Fund, General Investment Account, Lifetime ISA and/

or Junior Investment Account should ensure that Forms

of Direction are returned to Computershare Investor

Services PLC not later than 12.00 noon on Tuesday 22 April

2025. Alternatively, voting directions can be submitted

electronically at eproxyappointment.com by entering the

Control Number, Shareholder Reference Number and PIN

as printed on the Form of Direction. Voting directions must

be submitted electronically no later than 12.00 noon on

Tuesday 22 April 2025.

7. Any person receiving a copy of this notice as a person

nominated by a member to enjoy information rights

under section 146 of the Companies Act 2006 (the 'Act')

(a ‘Nominated Person’) should note that the provisions

in notes 1, 4 and 5 above concerning the appointment

of a proxy or proxies to attend the meeting in place of

a member do not apply to a Nominated Person as only

shareholders have the right to appoint a proxy. However, a

Nominated Person may have a right under an agreement

between the Nominated Person and the member by whom

he or she was nominated to be appointed, or to have

someone else appointed, as a proxy for the meeting. If a

Nominated Person has no such proxy appointment right or

does not wish to exercise it, he/she may have a right under

such an agreement to give instructions to the member as

to the exercise of voting rights at the meeting.

8. Nominated Persons should also remember that their

main point of contact in terms of their investment in

the Company remains the member who nominated the

Nominated Person to enjoy information rights (or, perhaps,

the custodian or broker who administers the investment

on their behalf). Nominated Persons should continue to

contact that member, custodian or broker (and not the

Company) regarding any changes or queries relating to

the Nominated Person’s personal details and interest in the

Company (including any administrative matter). The only

exception to this is where the Company expressly requests

a response from a Nominated Person.

9. Pursuant to Regulation 41(1) of the Uncertificated

Securities Regulations 2001 (as amended) and for the

purposes of section 360B of the Act, the Company has

specified that only those members registered on the

on Monday 28 April 2025 (the ‘Specified Time’) (or, if the

meeting is adjourned to a time more than 48 hours after

the Specified Time, by close of business on the day which

is two business days prior to the time of the adjourned

meeting) shall be entitled to attend and vote at the

107Annual Report and Accounts 2024

Notice of Meeting

meeting in respect of the number of shares registered

in their name at that time. If the meeting is adjourned

to a time not more than two business days after the

Specified Time, that time will also apply for the purpose

of determining the entitlement of members to attend and

vote (and for the purposes of determining the number of

votes they may cast) at the adjourned meeting. Changes

to the register of members after the relevant deadline shall

be disregarded in determining the rights of any person to

attend and vote at the meeting.

If you are an institutional investor, you may be able to

appoint a proxy electronically via the Proxymity platform,

a process which has been agreed by the Company

and approved by the Registrar. For further information

regarding Proxymity, please go to proxymity.io. Your

proxy must be lodged by 12.00 noon on Monday 28 April

2025 in order to be considered valid. Before you can

appoint a proxy via this process you will need to have

agreed to Proxymity’s associated terms and conditions.

It is important that you read these carefully as you will

be bound by them and they will govern the electronic

appointment of your proxy.

10. CREST members who wish to appoint a proxy or proxies

through the CREST electronic proxy appointment service

may do so for the meeting and any adjournment(s) thereof

by using the procedures described in the CREST Manual.

CREST Personal Members or other CREST sponsored

members, and those CREST members who have appointed

a voting service provider(s), should refer to their CREST

sponsor or voting service provider(s), who will be able to

take the appropriate action on their behalf.

11. In order for a proxy appointment or instruction made using

the CREST service to be valid, the appropriate CREST

message (a ‘CREST Proxy Instruction’) must be properly

authenticated in accordance with Euroclear UK & Ireland

Limited’s specifications and must contain the information

required for such instruction, as described in the CREST

Manual (available via euroclear.com/CREST). The message,

regardless of whether it constitutes the appointment of

a proxy or is an amendment to the instruction given to a

previously appointed proxy must, in order to be valid, be

transmitted so as to be received by the issuer’s agent (ID

number 3RA50) by the latest time(s) for receipt of proxy

appointments specified in notes 4 and 5 above. For this

purpose, the time of receipt will be taken to be the time (as

determined by the time stamp applied to the message by

the CREST Application Host) from which the issuer’s agent

is able to retrieve the message by enquiry to CREST in the

manner prescribed by CREST. After this time, any change

of instructions to proxies appointed through CREST should

be communicated to the appointee through other means.

12. CREST members and, where applicable, their CREST

sponsors or voting service provider(s) should note that

Euroclear UK & Ireland Limited does not make available

special procedures in CREST for any particular messages.

Normal system timings and limitations will therefore apply

in relation to the input of CREST Proxy Instructions. It

is the responsibility of the CREST member concerned

to take (or, if the CREST member is a CREST personal

member or sponsored member or has appointed a voting

service provider(s), to procure that their CREST sponsor

or voting service provider(s) take(s)) such action as shall

be necessary to ensure that a message is transmitted by

means of the CREST system by any particular time. In this

connection, CREST members and, where applicable, their

CREST sponsors or voting service provider(s) are referred,

in particular, to those sections of the CREST Manual

concerning practical limitations of the CREST system and

timings (euroclear.com/CREST).

13. The Company may treat as invalid a CREST Proxy

Instruction in the circumstances set out in Regulation 35(5)

(a) of the Uncertificated Securities Regulations 2001 (as

amended).

14. Any corporation which is a member can appoint one or

more corporate representatives who may exercise on its

behalf all of its powers as a member provided that, if it is

appointing more than one corporate representative, it does

not do so in relation to the same shares.

Please contact Computershare Investor Services PLC by

emailing corporate-representatives@computershare.co.uk

providing details of your appointment including their

email address, confirmation of the meeting they wish to

attend and a copy of the Letter of Representation, so that

unique credentials can be issued to allow the corporate

representative to access the electronic meeting. Access

credentials will be emailed to the appointee one working

day prior to the meeting. If documentation supporting the

appointment of the corporate representative is supplied

later than the deadline for appointment of a proxy (48

hours prior to the meeting), issuance of unique credentials

to access the meeting will be issued on a best endeavours

basis.

15. Under section 527 of the Act, members meeting the

threshold requirements set out in that section have the

right to require the Company to publish on a website a

statement setting out any matter relating to:

(a) the audit of the Company’s accounts (including the

auditor’s report and the conduct of the audit) that are to

be laid before the meeting; or

(b) any circumstances connected with an auditor of

the Company ceasing to hold office since the previous

meeting at which annual accounts and reports were laid in

accordance with section 437 of the Act.

The Company may not require the members requesting

any such website publication to pay its expenses in

complying with sections 527 or 528 of the Act. Where

the Company is required to place a statement on a

website under section 527 of the Act, it must forward the

statement to the Company’s auditor not later than the time

when it makes the statement available on the website. The

business which may be dealt with at the meeting includes

any statement that the Company has been required under

section 527 of the Act to publish on a website.

16. Any member attending the meeting has the right to ask

questions. The Company must cause to be answered any

question relating to the business being dealt with at the

meeting put by a member attending the meeting. However,

members should note that no answer need be given in the

following circumstances:

108

(a) if to do so would interfere unduly with the preparation

of the meeting or would involve a disclosure of confidential

information;

(b) if the answer has already been given on a website in

the form of an answer to a question; or

or the good order of the meeting that the question be

answered.

17. As at 11 March 2025, being the latest practicable date prior

to the printing of this notice, the Company’s issued capital

(i.e. excluding those shares held in treasury) consisted of

482,018,501 ordinary shares of 25 pence each carrying

one vote each. Therefore, the total voting rights in the

Company as at 11 March 2025 are 482,018,501.

18. This notice, together with information about the total

number of shares in the Company in respect of which

members are entitled to exercise voting rights at the

meeting as at 11 March 2025, being the latest practicable

date prior to the printing of this notice, and, if applicable,

any members’ statements, members’ resolutions or

members’ matters of business received by the Company

after the date of this notice, will be available at fandc.com.

19. Any electronic address provided either in this notice or in

any related documents (including the Form of Proxy) may

not be used to communicate with the Company for any

purposes other than those expressly stated.

20. Copies of the letters of appointment between the

Company and its Directors; a copy of the Articles of

Association of the Company; the register of Directors’

holdings; and a deed poll relating to Directors’ indemnities

will be available for inspection at the registered office of

the Company during usual business hours on any weekday

(Saturdays, Sundays and Public Holidays excluded) until

the date of the meeting and also on the date and at

the place of the meeting from 15 minutes prior to the

commencement of the meeting to the conclusion thereof.

21. No Director has a service agreement with the Company.

22. Your personal data includes all data provided by you,

or on your behalf, which relates to you as a shareholder,

including your name and contact details, the votes you

cast and your shareholder Reference Number (attributed

to you by the Company). The Company determines the

purposes for which and the manner in which your personal

data is to be processed. The Company and any third party

to which it discloses the data (including the Company's

registrar) may process your personal data for the purposes

of compiling and updating the Company's records, fulfilling

its legal obligations and processing the shareholder rights

you exercise. A copy of the Company's privacy policy can

be found online at fandc.com.

NOTICE OF ANNUAL GENERAL MEETING (CONTINUED)

109Annual Report and Accounts 2024

Other Information

THE MANAGEMENT COMPANY

F&C Investment Trust plc is

managed by Columbia Threadneedle

Investment Business Limited (the

‘Manager’), a wholly-owned subsidiary

of Columbia Threadneedle AM

(Holdings) PLC, which is ultimately

owned by Ameriprise Financial, Inc.

The Manager is appointed under an

investment management agreement

with the Company, which sets out

its responsibilities for investment

management, administration and

marketing. The Manager is authorised

and regulated by the Financial

Conduct Authority.

The Manager also acts as the

Alternative Investment Fund Manager

and Company Secretary.

Paul Niven is the Company’s Fund

Manager and Columbia Threadneedle

Investments’ Head of Multi-Asset

Solutions (EMEA). He has extensive

experience in managing large,

diversified investment funds and has

managed the Company’s assets since

July 2014. He joined the management

company in 1996.

Jonathan Latter represents the

Manager as Company Secretary and

is responsible for the Company’s

statutory compliance. He joined the

management company in 2021.

Marrack Tonkin is Head of Investment

Trusts at the Manager, with

responsibility for its relationship

with the Company. He joined the

management company in 1989.

US SUB-MANAGERS

Barrow, Hanley, Mewhinney & Strauss,

LLC (North America) – appointed

2005

JPMorgan Asset Management (UK)

Limited – appointed 2023

PRIVATE EQUITY MANAGERS

HarbourVest Partners LLC –

appointed 2003

Pantheon Ventures Limited –

appointed 2003

COMPANY SECRETARY AND

REGISTERED OFFICE

Columbia Threadneedle Investment

Business Limited

Cannon Place

78 Cannon Street

London EC4N 6AG

Telephone: 020 7464 5000

Website: fandc.com

Email: invest@columbiathreadneedle.com

INDEPENDENT AUDITOR

Ernst & Young LLP

25 Churchill Place

London E14 5EY

CUSTODIAN

JPMorgan Chase Bank

25 Bank Street

Canary Wharf

London E14 5JP

DEPOSITARY

JPMorgan Europe Limited

25 Bank Street

Canary Wharf

London E14 5JP

NEW ZEALAND SHARE REGISTRARS

Computershare Investor Services

Limited Private Bag 92119

Auckland 1142

Level 2

159 Hurstmere Road

Takapuna

Auckland 0622

New Zealand

Telephone: +64 9 488 8700

Facsimile: +64 9 488 8787

SHARE REGISTRARS

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol BS99 6ZZ

Telephone: 0370 707 1529

Authorised and regulated in the UK by

the Financial Conduct Authority.

SOLICITORS

Norton Rose Fulbright LLP

3 More London Riverside

London SE1 2AQ

STOCKBROKER

JPMorgan Cazenove

25 Bank Street

Canary Wharf

London E14 5JP

MANAGEMENT AND ADVISERS

110

ADDITIONAL INFORMATION

FOR SHAREHOLDERS (UNAUDITED)

ALTERNATIVE INVESTMENT FUND MANAGERS

DIRECTIVE

The Company is an ‘alternative investment fund’ (‘AIF’) for

the purposes of the AIFMD and has appointed its Manager,

Columbia Threadneedle Investment Business Limited, to act

as its Alternative Investment Fund Manager (the ‘AIFM’).

The Manager is authorised and regulated by the FCA as a

‘full scope UK AIFM’.

The Company is required to make certain disclosures

available to investors in accordance with the AIFMD. Those

disclosures that are required to be made pre-investment

are included within the Investor Disclosure Document

(‘IDD’) which can be found on the Company’s website at

fandc.com. There have not been any material changes to

the disclosures contained within the IDD since it was last

updated in November 2024.

In accordance with the AIFMD, information in relation

to the Company’s leverage and the remuneration of the

Company’s AIFM are required to be made available to

investors. Detailed regulatory disclosures including those

on the AIFM’s remuneration policy and costs are available

on the Company’s website or from Columbia Threadneedle

Investments on request.

LEVERAGE

The Company’s maximum and actual leverage levels at

31 December 2024 are shown below:

Leverage exposure

Gross

method

Commitment

method

Maximum permitted limit 200% 200%

Actual 110% 110%

The leverage limits are set by the AIFM and approved by

the Board and are in line with the maximum leverage levels

permitted in the Company’s Articles of Association. The

AIFM is also required to comply with the gearing parameters

set by the Board in relation to borrowings.

The Company and the AIFM also wish to make the following

disclosures to investors:

• the investment strategy, geographic and sector

investment focus and principal stock exposures are

included in the Strategic Report. A list of the twenty

largest listed equity holdings is included on pages 27

and 28; none of the Company’s assets is subject to

special arrangements arising from their illiquid nature;

• the Strategic Report and note 25 to the accounts set

out the risk profile and risk management systems

in place. There have been no changes to the risk

management systems in place in the year under review

and no breaches of any of the risk limits set, with no

breach expected;

• there are no new arrangements for managing the

liquidity of the Company or any material changes to

the liquidity management systems and procedures that

it employs;

• all authorised Alternative Investment Fund Managers

are required to comply with the AIFMD Remuneration

Code in respect of the AIFM’s remuneration. The

relevant disclosures required are within the IDD; and

• information in relation to the Company’s leverage is

contained within the IDD.

Following completion of an assessment of the application

of the proportionality principle to the FCA’s AIFM

Remuneration Code, the AIFM has disapplied the pay-out

process rules with respect to it and any of its delegates.

This is because the AIFM considers that it carries out non-

complex activities and is operating on a small scale.

KEY INFORMATION DOCUMENT ('KID')

In September 2024 the FCA announced that, for the time

being, investment companies are not required to comply

with the PRIIPs regulations and therefore do not need to

make a KID available for investors. However, the Board has

chosen to continue to produce a KID, which is available on

the Company’s website at fandc.com. The costs disclosure

has been revised to include the Company’s Ongoing

Charges figure, consistent with the annual report.

NET ASSET VALUE AND SHARE PRICE

The Company’s net asset value is released daily, on the

working day following the calculation date, to the London

and New Zealand Stock Exchanges. The current share price

of the Company is shown in the investment trust section

of the stock market page in several leading newspapers.

Investors in New Zealand can obtain share prices from

leading newspapers in that country.

111Annual Report and Accounts 2024

Other Information

UK CAPITAL GAINS TAX (‘CGT’)

An approved investment trust does not pay tax on its

capital gains. UK resident individuals may realise net capital

gains of up to £3,000 in the tax year ending 5 April 2026

without incurring any tax liability.

A rate of CGT of 18% will apply where taxable income and

gains do not exceed the income tax higher rate threshold.

A higher rate of 24% will apply to those whose income and

gains exceed this figure.

INCOME TAX

The final dividend of 4.80 pence per share is payable on

7 May 2025. From 6 April 2024, the annual tax-free

allowance to UK residents on dividend income is £500.

Dividend income received in excess of this amount

will be taxed at rates of 8.75% (basic rate taxpayers),

33.75% (higher rate taxpayers) or 39.35% (additional rate

taxpayers). Dividend income on shares within an Individual

Savings Account is not subject to tax.

112

HOW TO INVEST

Charges

Details of the annual account charge along with other charges

that apply can be found on our website www.ctinvest.co.uk.

Annual account charge

ISA/LISA: £60+VAT

GIA: £40+VAT

JISA/JIA/CTF: £25+VAT

You can pay the annual charge from your account, or by Direct

Debit (in addition to any annual subscription limits).

One of the most convenient ways to invest in F&C Investment Trust plc is through one of the Savings Plans run by

Columbia Threadneedle Investments.

New Customers:

Call: 0345 600 3030**

(9.00am – 5.00pm, weekdays)

Email: invest@columbiathreadneedle.com

Existing Savings Plan Holders:

Call: 0345 600 3030**

(9:00am – 5:00pm, weekdays)

Email: investor.enquiries@columbiathreadneedle.com

Post: Columbia Threadneedle Management Limited,

PO Box 11114, Chelmsford CM99 2DG

You can also invest in the Company through online dealing

platforms for private investors that offer share dealing and ISAs.

These include: Barclays Stockbrokers, EQi, Halifax, Hargreaves

Lansdown, HSBC, Interactive Investor, Lloyds Bank, The Share

Centre

*The CTF and JISA accounts are opened in the child’s name and they can

have access to the account at age 18.

**Calls may be recorded or monitored for training and quality purposes.

Dealing charges

£12 per fund (reduced to £0 for deals placed through the online

Columbia Threadneedle Investor Portal) for ISA/GIA/LISA/JIA and

JISA. There are no dealing charges on a CTF.

Dealing charges apply when shares are bought or sold but not

on the reinvestment of dividends or the investment of monthly

direct debits. Government stamp duty of 0.5% also applies on the

purchase of shares.

The value of investments can go down as well as up and you

may not get back your original investment. Tax benefits depend

on your individual circumstances and tax allowances and rules

may change. Please ensure you have read the full Terms and

Conditions, Privacy Policy and relevant Key Features documents

before investing. For regulatory purposes, please ensure you

have read the Pre-sales Cost & Charges disclosure related to the

product you are applying for, and the relevant Key Information

Documents (KIDs) for the investment trusts you want to invest in,

these can be found at ctinvest.co.uk/documents.

How to Invest

To open a new Columbia Threadneedle Savings Plan, apply

online at ctinvest.co.uk. Online applications are not available

if you are transferring an existing Savings Plan with another

provider to Columbia Threadneedle Investments, or if

you are applying for a new Savings Plan in more than one

name but paper applications are available at www.ctinvest.

co.uk/documents or by contacting Columbia Threadneedle

Investments.

To find out more, visit ctinvest.co.uk

or call 0345 600 3030, 9.00am – 5.00pm, weekdays, calls may

be recorded or monitored for training and quality purposes.

Capital at risk.

This material relates to an investment trust and its Ordinary Shares that are traded on the main market of the London Stock Exchange.

The Investor Disclosure Document, Key Information Document (KID), latest annual or interim reports and the applicable terms & conditions are available from Columbia

Threadneedle Investments Cannon Place, 78 Cannon Street, London EC4N 6AG, your financial advisor and/or on our website www.columbiathreadneedle.com. Please

read the Investor Disclosure Document before taking any investment decision. This material should not be considered as an offer, solicitation, advice or an investment

recommendation. This communication is valid at the date of publication and may be subject to change without notice. Information from external sources is considered

reliable but there is no guarantee as to its accuracy or completeness.

In the UK: Issued by Columbia Threadneedle Management Limited, No. 517895, registered in England and Wales and authorised and regulated in the UK by the Financial

Financial promotion

CT Individual Savings Account (ISA)

You can use your ISA allowance to make an annual tax

efficient investment of up to £20,000 for the current tax year

with a lump sum from £100 or regular savings from £25 a

month. You can also transfer any existing ISAs to Columbia

Threadneedle Investments whilst maintaining the tax benefits.

CT Junior Individual Savings Account (JISA)*

A tax efficient way to invest up to £9,000 per tax year for

a child. Contributions start from £100 lump sum or regular

savings from £25 a month. JISAs with other providers can be

transferred to Columbia Threadneedle Investments.

CT Lifetime Individual Savings Account (LISA)

For those aged 18-39, a LISA could help towards purchasing

your first home or retirement in later life. Invest up to £4,000

for the current tax year and receive a 25% Government bonus

up to £1,000 per year. Invest with a lump sum from £100 or

regular savings from £25 a month.

CT General Investment Account (GIA)

This is a flexible way to invest in our range of Investment

Trusts. There are no maximum contributions, and

investments can be made from £100 lump sum or regular

savings from £25 a month.

CT Junior Investment Account (JIA)

This is a flexible way to save for a child in our range of

Investment Trusts. There are no maximum contributions, and

the plan can easily be set up under bare trust (where the

child is noted as the beneficial owner) or kept in your name if

you wish to retain control over the investment. Investments

can be made from £100 lump sum or regular savings from

£25 a month per account.

CT Child Trust Fund (CTF)*

If your child already has a CTF, you can invest up to £9,000

per birthday year, from £100 lump sum or regular savings

from £25 a month. CTFs with other providers can be

transferred to Columbia Threadneedle Investments.

113Annual Report and Accounts 2024

Other Information

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

detailed below. The Board believes that each of the APMs, which are typically used within the investment trust company

sector, provide additional useful information to the shareholders in order to assess the Company’s performance between

reporting periods and against its peer group.

Discount or Premium – the share price of an investment trust company is derived from buyers and sellers trading their

shares on the stock market. This price is not identical to the NAV per share based on the underlying assets less liabilities

of the Company. If the share price is lower than the NAV per share, the shares are trading at a discount. This usually

indicates that there are more sellers of shares than buyers. Shares trading at a price above NAV per share are said to be at a

premium, in which case there tend to be more buyers than sellers. The Board’s policy is set out on page 34.

31 December 2024

pence

31 December 2023

pence

Net Asset Value per share (with debt at market value) (a)

1,219.64 1,022.07

Share price per share (b)

1,108.00 962.00

(Discount)/Premium (c= (b-a)/a) (c)

(9.2)% (5.9)%

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.

31 December 2024

pence

31 December 2023

pence

Total dividend paid/payable for the prior year (a)

14.70

13.50

Total dividend paid/payable for the current year (b)

15.60

14.70

Dividend growth (c= (b-a)/a) (c)

6.1%

8.9%

Gearing – this is the ratio of the borrowings of the Company to its net assets. Borrowings have a “prior charge” over the

assets of a company, ranking before ordinary shareholders in their entitlement to capital and/or income. They may include:

preference shares; debentures; overdrafts and short and long-term loans from banks; and derivative contracts. If the

Company has cash assets, these may be assumed either to net off against borrowings, giving a “net” or “effective” gearing

percentage, or to be used to buy investments, giving a “gross” or “fully invested” gearing figure. Where cash assets exceed

borrowings, the Company is described as having “net cash”. The Company’s maximum permitted level of gearing is set by

the Board and is described within the Strategic Report and Directors’ Report.

31 December 2024

£’000

31 December 2023

£’000

Loans

578,726 580,394

Debenture

575 575

(a)

579,301 580,969

Less Cash and cash equivalents

(91,147) (87,170)

Less Investment debtors

(5,207) (1,178)

Add Investment creditors

5,667 3,670

Total (b)

488,614 496,291

Net Asset Value (c)

5,678,522 5,034,487

Effective gearing (d= b/c) (d)

8.6% 9.9%

Fully invested gearing (e= a/c) (e)

10.2% 11.5%

114

ALTERNATIVE PERFORMANCE MEASURES (CONTINUED)

Net Asset Value (NAV) – the assets less liabilities of the Company, as set out in the Balance Sheet, all valued in accordance

with the Company’s Accounting Policies (see note 2 to the accounts) and UK Accounting Standards. The net assets

correspond to Total Shareholders’ Funds, which comprise the share capital account, capital redemption reserve and capital

and revenue reserves.

31 December 2024 31 December 2023

Net assets at year end - £'000s

5,678,522 5,034,487

Number of ordinary shares in issue at year end

482,532,548 509,793,054

Net asset value (with debt at par) at year end - pence

1,176.82 987.56

Net Asset Value (NAV) with Debt at Market Value – the Company's debt (debenture and loans) is valued in the Balance

Sheet (on page 80) at amortised cost, which is materially equivalent to the repayment value of the debt on the assumption

that it is held to maturity. This is often referred to as "Debt at par". The current replacement or market value of the debt,

which assumes it is repaid and renegotiated under current market conditions, is often referred to as the "Debt at Market

Value" or "Debt at Fair Value". The market value of the debt is shown in notes 14 and 15 to the Accounts.

31 December 2024 31 December 2023

Net assets at year end - £'000s

5,678,522 5,034,487

Add back: Debt at par - £'000s

579,301 580,969

Deduct: Debt at market value - £'000s

(372,664) (405,001)

5,885,159 5,210,455

Number of ordinary shares in issue at year end

482,532,548 509,793,054

Net asset value (with debt at market value) at year end - pence

1,219.64 1,022.07

Ongoing Charges – all operating costs expected to be regularly incurred and that are payable by the Company or suffered

within underlying investee funds, expressed as a proportion of the average net assets of the Company over the reporting

year. The costs of buying and selling investments and derivatives are excluded as are interest costs, taxation, non-recurring

costs and the costs of buying back or issuing ordinary shares.

Ongoing Charges calculation

31 December 2024

£’000

31 December 2023

£’000

Management fees

18,414 16,584

Other expenses

5,739 5,727

Ad hoc non-recurring expenses*

(1,039) –

Underlying costs of Private Equity Funds and Collectives

2,008 1,860

Total (a)

25,122 24,171

Average daily net assets (b)

5,601,379 4,969,791

Ongoing charges (c= a/b) (c)

0.45% 0.49%

* These expenses relate to changes to the management fee arrangements and a reduced marketing budget from 1 January 2025 onwards.

115Annual Report and Accounts 2024

Other Information

Total Expense Ratio (TER) – an alternative measure of expenses to the Ongoing Charges calculation. It comprises all

operating costs incurred in the reporting period by the Company (see notes 4 and 5 to the Accounts), calculated as a

percentage of the average net assets in that year. Operating costs exclude costs suffered within underlying investee funds,

costs of buying and selling investments and derivatives, interest costs, taxation and the costs of buying back or issuing

ordinary shares.

TER calculation

31 December 2024

£’000

31 December 2023

£’000

Management fees

18,414 16,584

Other expenses

5,739 5,727

Total (a)

24,153 22,311

Average daily net assets (b)

5,601,379 4,969,791

TER (c= a/b) (c)

0.43% 0.45%

Total Return – the theoretical return to shareholders calculated on a per share basis by adding dividends paid in the period

to the increase or decrease in the Share Price or NAV in the period. The dividends are assumed to have been reinvested in

the form of shares or net assets, respectively, on the date on which the shares were quoted ex-dividend.

Net Asset Value Share price

NAV/Share Price per share at 31 December 2023 (pence)

1,022.07 962.00

NAV/Share Price per share at 31 December 2024 (pence)

1,219.64 1,108.00

Change in the year

19.3% 15.2%

Impact of dividend reinvestments

1.7% 1.7%

Total return for the year to 31 December 2024

21.0% 16.9%

Net Asset Value Share price

NAV/Share Price per share at 31 December 2022 (pence)

932.10 904.00

NAV/Share Price per share at 31 December 2023 (pence)

1,022.07 962.00

Change in the year

9.7% 6.4%

Impact of dividend reinvestments

1.6% 1.7%

Total return for the year to 31 December 2023

11.3% 8.1%

116

GLOSSARY OF TERMS

AAF Report – report prepared in accordance with Audit and Assurance Faculty guidance issued by the Institute of

Chartered Accountants in England and Wales.

Adjusted portfolio value – this is as defined within our loan covenant tests and comprises the gross assets less the value of

all unquoted and private equity investments.

Administrator – the administrator is State Street Bank and Trust Company to which Columbia Threadneedle has outsourced

trade processing, valuation and middle office tasks and systems.

AGM – annual general meeting of the Company.

AIC – Association of Investment Companies, the trade body for closed-end Investment Companies.

AIC Code – the AIC Code of Corporate Governance, published in 2019, which addresses the principles and provisions set

out in the UK Code, as they apply to investment trust companies.

AIFMD – the Alternative Investment Fund Managers Directive that requires investment vehicles to appoint a Depositary and

an Alternative Investment Fund Manager.

AIFM – the Alternative Investment Fund Manager appointed by the Board of Directors in accordance with the AIFMD is the

Company’s Manager, as defined below.

Ameriprise Financial, Inc. – the ultimate owner of Columbia Threadneedle Investments, a diversified financial services and

bank holding company incorporated in Delaware, USA.

Benchmark – the FTSE All-World (Total Return) Index is the benchmark against which the Company’s performance is

measured. The Index averages the performance of a defined selection of companies listed in stock markets around the

world and gives an indication of how those markets have performed in any period. Divergence between the performance

of the Company and the Index is to be expected as: the investments within this Index are not identical to those held by the

Company; the Index does not take account of operating costs; and the Company’s strategy does not include replicating

(tracking) this Index.

“FTSE®” is a trade mark of the London Stock Exchange Group companies and is used by FTSE International Limited under

licence. All rights in the FTSE indices and/or FTSE ratings vest in FTSE and/or its licensers. Neither FTSE nor its licensers

accept any liability for any errors or omissions in the FTSE indices and/or FTSE ratings or underlying data. No further

distribution of FTSE Data is permitted without FTSE’s express written consent.

Carbon intensity – this is measured in tons of CO2 equivalent (i.e. including the basket of six Kyoto Protocol gases) of

Scope 1 and 2 emissions, divided by $1 million of sales at a company level. This is aggregated to portfolio level using a

weighted average (by holding).

Closed-end company – a company, including an Investment Company, with a fixed issued ordinary share capital, the shares

of which are traded on an exchange at a price not necessarily related to the net asset value of the company and which can

only be issued or bought back by the company in certain circumstances.

Columbia Threadneedle – the asset management business of Ameriprise Financial, Inc.

117Annual Report and Accounts 2024

Other Information

Columbia Threadneedle Savings Plans – these comprise the CT General Investment Account, CT Junior Investment

Account, CT Lifetime ISA, CT ISA, CT Junior ISA and CT Child Trust Fund operated by Columbia Threadneedle Management

Limited, a company authorised by the Financial Conduct Authority.

Consumer Duty – a set of FCA rules which requires asset management firms to put their customers' needs first.

Cum-dividend – shares are classified as cum-dividend when the buyer of a security is entitled to receive a dividend that has

been declared, but not paid. Shares which are not cum-dividend are described as ex-dividend.

Custodian – the Company's Custodian is JPMorgan Chase Bank. The custodian is a financial institution responsible for

safeguarding, worldwide, the listed securities and certain cash assets of the Company, as well as the income arising

therefrom, through provision of custodial, settlement and associated services.

Depositary – the Company's Depositary is JPMorgan Europe Limited. Under AIFMD rules the Company must appoint a

depositary whose duties in respect of investments, cash and similar assets include: safekeeping; verification of ownership

and valuation; and cash monitoring. Under the AIFMD rules, the Depositary has strict liability for the loss of the Company’s

financial assets in respect of which it has safe-keeping duties. The Depositary’s oversight duties will include but are not

limited to oversight of share issues/buybacks, dividend payments and adherence to investment limits.

Derivative – a contract between two or more parties, the value of which fluctuates in accordance with the value of an

underlying security. The contract is usually short-term (for less than one year). Examples of derivatives are Put and Call

Options, Swap contracts, Futures and Contracts for Difference. A derivative can be an asset or a liability and is a form of

gearing because the fluctuations in its value are usually greater than the fluctuations in the underlying security’s value.

Digital Operational Resilience Act ('DORA') – a regulation, implemented in January 2025, which requires financial entities

to improve their digital operational resilience.

Distributable Reserves – reserves distributable by way of dividend or for the purpose of buying back ordinary share

capital (see notes 2(c)(x), 2(c)(xi), 16, 17 and 18 to the Accounts). Company Law requires that Share Capital and the Capital

Redemption Reserve may not be distributed. The Company’s Articles of Association allow distributions by way of dividend

out of Capital Reserves. Dividend payments are currently made out of Revenue Reserve. The cost of all share buybacks is

deducted from Capital Reserves.

Dividend Dates – reference is made in announcements of dividends to three dates. The “record” date is the date after

which buyers of the shares will not be recorded on the register of shareholders as qualifying for the pending dividend

payment. The “payment” date is the date that dividends are credited to shareholders’ bank accounts. The “ex-dividend”

date is normally the business day prior to the record date (most ex-dividend dates are on a Thursday).

DTRs – the Disclosure Guidance and Transparency rules issued by the FCA.

EY – the Company’s auditor, Ernst & Young LLP.

FCA – Financial Conduct Authority, the conduct regulator for financial services firms and financial markets in the UK.

F&C – F&C Investment Trust plc or the 'Company'.

FRC – Financial Reporting Council which regulates auditors, accountants and actuaries in the UK and sets the UK's

Corporate Governance and Stewardship Codes.

118

GLOSSARY OF TERMS (CONTINUED)

FTSE Women Leaders Review – an independent body that aims to increase the number of women on boards and

leadership teams which sets out target recommendations for FTSE 350 companies.

Fund Manager – Paul Niven, an employee of the Manager with overall management responsibility for the total portfolio.

GAAP – Generally Accepted Accounting Practice. This includes UK Financial Reporting Standards ('FRS') and International

GAAP (IFRS or International Financial Reporting Standards applicable in the UK).

Investment Company (Section 833) – UK Company Law allows an Investment Company to make dividend distributions out

of realised distributable reserves, even in circumstances where it has made Capital losses, provided the Company’s assets

remaining after payment of the dividend exceed 150% of its liabilities. An Investment Company is defined as investing its

funds in shares, land or other assets with the aim of spreading investment risk.

Investment portfolios – sometimes referred to as strategies, the separate regional, global and Private Equity portfolios that

together make up the total investment portfolio of the Company.

Investment Trust taxation status (Section 1158) – UK Corporation Tax law allows an Investment Company (referred to

in Tax law as an Investment Trust) to be exempted from tax on its profits realised on investment transactions, provided

it complies with certain rules. These are similar to the provisions that apply to investment companies as set out above

but further require that the Company must be listed on a regulated stock exchange and that it cannot retain more than

15% of income received. The Directors’ Report contains confirmation of the Company’s compliance with this law and its

consequent exemption from taxation on capital gains.

ISAE Report – report prepared in accordance with the International Standard on Assurance Engagements.

Leverage – as defined under AIFMD rules, leverage is any method by which the exposure of an AIF (being an investment

vehicle under the AIFMD) is increased through borrowing of cash or securities or leverage embedded in derivative

positions. Leverage is broadly equivalent to gearing but is expressed as a ratio between the assets (excluding borrowings)

and the net assets (after taking account of borrowings). Under the gross method, exposure represents the sum of the

Company’s positions after deduction of cash balances, without taking account of any hedging or netting arrangements.

Under the commitment method, exposure is calculated without the deduction of cash balances and after certain hedging

and netting positions are offset against each other.

Manager (or AIFM) – Columbia Threadneedle Investment Business Limited, which is a subsidiary of Ameriprise Financial,

Inc.. Its responsibilities and the management fee are set out in the Business Model, Report of the Management Engagement

Committee and note 4 to the Accounts.

Market capitalisation – the stock market quoted price of the Company’s shares multiplied by the number of shares in issue,

excluding any shares held in treasury. If the Company’s shares trade at a discount to NAV, the market capitalisation will be

lower than the NAV. Conversely, if the shares trade at a premium, it will be higher than the NAV.

Net Zero Asset Managers initiative ('NZAM') – launched in 2020, NZAM aims to support the asset management industry

to commit to a goal of net zero carbon emissions in order to mitigate financial risk and to maximise the long-term value of

assets.

Non-executive Director – a Director who is part time and who does not have a contract of employment with the Company.

The Company does not have any executive Directors.

119Annual Report and Accounts 2024

Other Information

Non-Financial and Sustainability Information Statement (NFSIS) – under sections 414CA and 414CB of the Companies Act

2006, certain large companies are subject to an additional level of narrative reporting originally introduced under the EU

Non-Financial Reporting Directive (EU/2014/95) and implemented by amending the strategic report requirements in the

Companies Act 2006 by the Companies, Partnerships and Groups (Accounts and Non-Financial Reporting) Regulations

2016 and by the Companies (Strategic Report)(Climate-related Financial Disclosure) Regulations 2022. The regulations

require those companies to disclose, to the extent necessary, an understanding of its development, performance, position

and the impact of its activity, information relating to environmental, employee, social, respect for human rights,

anti-corruption and anti-bribery matters. Although the Company does not fall within the scope of these requirements, the

Board has opted to comply and has integrated the disclosures into the Strategic Report. The Company’s Non-Financial

Reporting disclosures that have been made in relation to the requirements are referenced in the following table to indicate

in which part of the Strategic Report they appear.

Non-financial information Section Page

Business model Business Review 31

Key performance Indicators Key Performance Indicators 39

Principal Risks Principal and Emerging Risks 42

Policies Principal Policies 33

Open-ended Fund – a collective investment scheme which issues shares or units directly to investors, and redeems directly

from investors, at a price that is linked to the net asset value of the fund.

Peer group – investment trust companies and funds investing in Global markets on behalf of investors, in competition with

the Company and included within either the AIC Global Sector or the Investment Association (IA) Global Sector in the UK.

Portfolio Return – the gross return on assets generated by the Company's portfolio of investments.

PRIIPs – Packaged Retail and Insurance-based Investment Products regulations that require generic pre-sale disclosure of

investment “product” costs, risks and indicative future return scenarios. In September 2024 the FCA announced that, for the

time being, investment companies are not required to comply with the PRIIPs regulations.

Private Equity – an asset consisting of shares and debt in operating companies that are not publicly traded on a stock

exchange. The holdings in such companies may be collected in a fund which operates as a limited partnership, with partners

contributing capital to the fund over a period of years and receiving proportional repayments when the investments are

sold.

Public Documents – financial statements, reports, circulars, press releases, analyst presentations and other documents to be

issued publicly.

Science-based Targets Initiative (SBTi) – this is a partnership between Carbon Disclosure Project (CDP), the United Nations

Global Compact (UNGC), World Resources Institute (WRI) and the World Wide Fund for Nature (WWF). SBTi drives

ambitious climate action in the private sector by enabling companies to set science-based emissions reduction targets.

Section 172(1) – Section 172(1) of the Companies Act 2006 requires a director of a company to act in the way they consider,

in good faith, to be most likely to promote the success of the company for the benefit of its members as a whole, and in

doing so have regard to matters specified in that section. The Directors are required to report on this in the Strategic Report

section of the annual report and accounts each year.

120

SSAE – Statement on Standards for Attestation Engagements issued by the American Institute of Certified Public

Accountants.

SORP – Statement of Recommended Practice. The accounts of the Company are drawn up in accordance with the

Investment Trust SORP, issued by the AIC, as described in note 2 to the Accounts.

Special Dividends – dividends received from investee companies which have been paid out of capital reconstructions or

reorganisations of the investees are sometimes referred to as Special Dividends and may be allocated to Capital Reserves

in accordance with the Company’s accounting policies and the SORP. Dividends which are unusually large in terms of the

investee companies’ annual earnings or normal payment pattern are also sometimes referred to as special but are treated

as revenue in nature unless evidenced otherwise.

The Act – the Companies Act 2006.

The Task Force on Climate-related Financial Disclosures (the 'TCFD') – this was set up in 2015 by the Financial Stability

Board to develop voluntary, consistent climate-related financial risk disclosures for use by companies, banks and investors

in providing information to stakeholders. Columbia Threadneedle Investments reports in line with TCFD recommendations.

The TCFD itself was disbanded in December 2023, following the publication of its final status report.

Treasury shares – ordinary shares in issue that have been bought back from shareholders on the open market and kept

in treasury by the Company. Such shares may, at a later date, be reissued on the open market or cancelled if demand is

insufficient. Treasury shares carry no rights to dividends and have no voting rights and hence are not included within the

calculations of earnings per share or net asset value per share.

UK Code – the UK Code of Corporate Governance, published in 2018, which sets out the standards of good practice

in relation to board leadership and effectiveness, remuneration, accountability and relations with shareholders that all

companies with an Equity Shares (Commercial Companies) category listing on the London Stock Exchange are required to

report on in their annual report and accounts.

UK Listing Rules - the FCA's UK Listing Rules set out mandatory standards for any company wishing to list its shares or

securities for sale to the public.

The United Nations-supported Principles for Responsible Investment (UNPRI) – the six Principles for Responsible

Investment are a voluntary and aspirational set of investment principles that offer a menu of possible actions for

incorporating ESG issues into investment practice. In implementing them, signatories contribute to developing a more

sustainable global financial system.

GLOSSARY OF TERMS (CONTINUED)

121Annual Report and Accounts 2024

Warning to Shareholders – Beware of Share Fraud.

Fraudsters use persuasive and high-pressure tactics to lure investors into scams. They may offer to sell to you shares

that turn out to be worthless or non-existent, or to buy your shares at an inflated price in return for an upfront payment

following which the proceeds are never received.

If you receive unsolicited investment advice or requests:

• Check the Financial Services Register from fca.org.uk to see if the person or firm contacting you is authorised by

the FCA

• Call the Financial Conduct Authority ('FCA') on 0800 111 6768 if the firm does not have contact details on the

• Search the list of unauthorised firms to avoid at fca.org.uk/scams

• Consider that if you buy or sell shares from an unauthorised firm you will not have access to the Financial

Ombudsman Service or Financial Services Compensation Scheme

• Think about getting independent financial and professional advice

If you are approached by fraudsters please tell the FCA by using the share fraud reporting form at fca.org.uk/scams

where you can find out more about investment scams. You can also call the FCA Consumer Helpline on 0800 111 6768.

If you have already paid money to share fraudsters you should contact Action Fraud on 0300 123 2040 or online

at www.actionfraud.police.uk.

202

Registered office:

Cannon Place

78 Cannon Street

London EC4N 6AG

020 7464 5000

invest@columbiathreadneedle.com

fandc.com

Registrars:

Computershare Investor Services PLC

The Pavilions, Bridgwater Road

Bristol BS99 6ZZ

0370 707 1529

web.queries@computershare.co.uk

computershare.com