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101488 Jupiter Green Investment Trust annual report 31.03.22.indd 5101488 Jupiter Green Investment Trust annual report 31.03.22.indd 5 13/04/2022 14:33:2313/04/2022 14:33:23
jupiteram.com
101488 Jupiter Green Investment Trust annual report 31.03.22.indd 5101488 Jupiter Green Investment Trust annual report 31.03.22.indd 5 13/04/2022 14:33:2313/04/2022 14:33:23
JUPITER
GREEN INVESTMENT
TRUST PLC
Annual Report & Accounts
101488 Jupiter Green Investment Trust annual report 31.03.22.indd 3101488 Jupiter Green Investment Trust annual report 31.03.22.indd 3 13/04/2022 14:33:0913/04/2022 14:33:09
For the year ended 31 March 2023
JUPITER GREEN INVESTMENT TRUST PLC | ANNUAL REPORT AND ACCOUNTS
4
101488 Jupiter Green Investment Trust annual report 31.03.22.indd 4101488 Jupiter Green Investment Trust annual report 31.03.22.indd 4 13/04/2022 14:33:1613/04/2022 14:33:16
FOR THE YEAR ENDED 31 MARCH 2023
1
Contents
Corporate Purpose, Strategic and Investment Objectives and Investment Approach
2
Strategic Report
Financial Highlights
4
Chairman’s Statement
5
Why Invest in Jupiter Green?
8
Investment Adviser’s Review
9
Investment Portfolio
11
Company Profiles for Top Twenty Investments
13
Analysis of Investments by Investment Theme, Stage of Development, Geography and Economic Sector
15
Stock Stories
16
Strategic Review
18
Dividend Policy, Planned Life of the Company, Discount Control and Subscription Rights
32
Report of the Directors & Governance
Directors
33
Report of the Directors
34
Corporate Governance
41
Report of the Audit Committee
44
Directors’ Remuneration Report and Policy
46
Statement of Directors’ Responsibilities
49
Independent Auditors’ Report
51
Accounts
Statement of Comprehensive Income
60
Statement of Financial Position
61
Statement of Changes in Equity
62
Cash Flow Statement
63
Notes to the Accounts
64
Company Information
80
Investor Information
81
Important Risk Warnings
87
Glossary of Terms including Alternative Performance Measures
88
Annual General Meeting
Notice of Annual General Meeting
90
Notes for the Annual General Meeting
92
2
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
Corporate Purpose, Strategic
and Investment Objectives and
Investment Approach
Corporate Purpose
Jupiter Green Investment Trust PLC (the ‘Company’) exists to invest in companies which are developing
and implementing solutions for the world’s environmental challenges.
Strategic Objectives
The strategic objectives of the Company are:
1. to achieve its Investment Objective;
2. to market and explain the attractions of the Company to existing and potential investors; and
3. to increase the size of the Company so that it reaches a size which is attractive to institutional and
wealth management investors.
FOR THE YEAR ENDED 31 MARCH 2023
3
Investment Objective
The investment objective of the Company is to achieve capital growth and income, both over the long term,
through investment in a diverse portfolio of companies providing environmental solutions.
Investment Policy
To achieve its investment objective, the Company invests globally in companies which have a significant focus on
environmental solutions. Specifically, the Company looks to invest across six environmental themes;
From the year ended 31 March 2021, the Company’s investment focus was adjusted towards companies which
are innovating technological solutions to sustainability challenges (‘innovators’) and companies that are already
rapidly delivering proven sustainable solutions in their markets (‘accelerators’), while reducing exposure to more
established companies (‘established leaders’) that are focused on delivering environmental solutions. A by-product
of these changes is a greater focus on smaller companies which are at the forefront of the innovation driving
sustainable solutions.
Investment approach
The investment approach employed by the Company was established by Jupiter in 1988, making it one of the first
sustainable investment strategies in the world. The underlying investment philosophy of the strategy has remained
unchanged from that date, namely: To identify long-term investment opportunities in companies that provide
solutions to environmental challenges. In our opinion, the increasingly pivotal role that sustainability plays in global
development means that this philosophy is more relevant to investors today than ever before.
In essence, we believe that companies focused on providing solutions in areas such as climate change mitigation,
pollution prevention, the circular economy, and the sustainable use and protection of water and natural
ecosystems present multi-decade investment opportunities. The Company oers clients focused and specialist
exposure to these companies, generating both positive investment returns and beneficial outcomes for society.
The Company uses a benchmark, the MSCI World Small Cap Index, as a basis to assess and compare its investment
performance. However, the Company does not necessarily seek to replicate the constituent companies of the
benchmark in the Company’s investment portfolio. As a result, there is likely to be significant variation between
the Company’s performance and that of the benchmark.
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
4
Financial Highlights for the year ended 31 March 2023
Capital Performance
As at 31 March
2023
As at 31 March
2022
Total assets less current liabilities (£’000) 54,578 55,390
Ordinary Share Performance
As at 31 March
2023
As at 31 March
2022
% change
Mid market price (p) 224.00 210.00 +6.7
Undiluted net asset value per ordinary share
258.58 258.43 +0.0
Diluted net asset value per ordinary share
259.86 259.18 +0.3
MSCI World Small Cap Index*** 390.67 412.12 -5.2
Discount to net asset value (%)
13.37 18.74
Ongoing charges ratio (%) excluding finance costs (Note 6)
1.72 1.57
Performance (excluding dividend income) Since Launch
Year ended 31 March
Total assets
less current
liabilities
£’000
Net asset
value per
ordinary
share
p
Dividends
declared per
ordinary
share
p
Year-on-year
change in
net asset
value per
ordinary share
%
Year-on-year
change in
benchmark
index***
%
8 June 2006 (launch) 24,297 97.07 – – –
2007 31,679 118.07 – +22.3* –
2008 52,734 114.14 – -3.9** –
2009 33,809 76.86 – -32.7 -36.5
2010 43,590 106.65 – +38.8 +41.6
2011 41,085 120.49 0.40 +13.0 +11.0
2012 36,181 108.49 0.60 -10.0 -23.8
2013 37,571 124.42 1.20 +14.7 +10.3
2014 38,142 145.00 1.10 +16.5 +28.6
2015 38,545 152.35 0.55 +5.1 +10.6
2016 33,418 150.79 0.65 -1.0 -3.3
2017 38,509 184.33 1.20 +22.2 +28.4
2018 40,147 191.31 1.30 +3.8 +3.7
2019 35,934 188.70 2.20 -1.4 +6.0
2020 32,581 173.31 2.40 -8.2 +3.4
2021 53,304 266.73
^ 0.64 +53.9 +61.0
2022 55,390 258.43 0.00 -3.1 +2.6
2023 54,578 258.58
^ 0.00† 0.0 -5.2
* In September 2006, new ordinary shares totalling 1,058,859 were issued and in November 2006, new ordinary shares totalling 600,000
were issued. Investment performance adjusted for the new issues of Ordinary shares.
** In April, July and August 2007, new ordinary shares totalling 20,249,074 were issued and a total of 737,963 ordinary shares were cancelled
in March 2008. Investment performance adjusted for the new issues and the subsequent cancellation of shares.
*** With eect from 2 September 2020 the Company retrospectively changed its benchmark from the FTSE ET100 Total Return Index to the
MSCI World Small Cap Index, both expressed in sterling terms.
^ Being the exercise price for the purposes of the 2023 subscription rights.
† No final dividend will be paid.
For definitions of the above Alternative Performance Measures please refer to the Glossary of Terms on page 88.
Strategic Report
FOR THE YEAR ENDED 31 MARCH 2023
5
Chairman’s Statement
Performance
Against the backdrop
of a tumultuous year
in 2022 in which the
Russian invasion of
Ukraine led to sharply
rising fossil fuel prices
and the inflationary
pressures that ensued continued to dominate market
sentiment, we are pleased to present the Annual
Report and Accounts for your Company for the
twelve months to 31 March 2023.
The Company’s Net Asset Value total return
delivered -0.4%, outperforming the wider Global
small Cap index, -3.1%. The Company’s share price
however delivered a +6.7% return over the same
period.
It is encouraging that the absolute return of the
portfolio over the 12-month period was positive,
although this should be viewed in the context
of a volatile year for equity markets, in particular
environmental solutions companies, in the face of
significant macro and geopolitical headwinds, and
one in which the NAV of the Company sharply
recovered from the lows in 2022.
The Company’s 12-month financial reporting period
covers the entire timeframe since Russia’s invasion
of Ukraine in February 2022, which catalysed an
inflationary crisis in the global economy and an
orchestrated eort by central banks to tame
inflation with tighter monetary policy, making for an
extremely challenging environment for all investors,
particularly those focused on smaller companies in
the early stages of their growth.
Energy has undoubtedly been the area of greatest
disruption feeding inflationary pressures into all
sectors which rely on fossil fuels. This fossil fuel
energy shock highlights how critical energy systems
are to everyday life and living standards. Furthermore,
that environmental solutions – on both the demand
and supply-side of the energy equation – are pivotal
to urgently shaping sustainable and resilient energy
systems.
Last summer, new legislation providing the greatest
support for environmental solutions in the history
of the United States passed into law. Yet you would
hardly have known it from the name. The Inflation
Reduction Act of 2022 (IRA), signed into law by
President Joe Biden on 16 August 2022, was originally
billed as the ‘Build Back Better Act’, but neither
name reflects the true intentions behind the law –
combatting climate change and reinvigorating US
industrial and strategic policy in the process.
Not only does the IRA give the US a meaningful
chance of meeting its greenhouse gas reduction
targets of 40% below 2005 levels by 2030, but it also
presents an unprecedented catalyst for companies in
the environmental solutions space. The IRA provides
$369 billion of spending over ten years, including
$158bn on clean energy, $13bn on electric vehicle
incentives, $14bn in home energy eciency upgrades,
and $22bn in home energy supply improvements.
Moreover, there is upwards of $37bn for simple,
eective advanced manufacturing incentives that
have already begun to shift the corporate investment
landscape.
In response, the EU’s Net-Zero Industry Act and
European Critical Raw Materials Act, both part of
a Green Deal Industrial Plan and dubbed the ‘EU
IRA’, are designed to prevent the bloc falling further
behind. The proposed legislation sets a headline
benchmark of ensuring that at least 40% of low-
carbon technology needs are met by manufacturing
within the EU by 2030.
The pace and scope of this investment, and the
regulatory change that accompanies, provides a
welcome boost to the universe of environmental
solutions businesses. Naturally, there will be both
winners and losers from any process of change.
Ultimately, thematic investment is an acceptance of,
and appetite for, the future to be dierent to the
past. By capturing structural growth opportunities
through economic cycles, the Company’s investment
managers seek to provide investors with above-
market returns over the long term. While the
structural growth opportunity is accelerating, so too
is its complexity, placing specialist active managers at
an advantage.
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
6
Chairman’s Statement (continued)
Discount management
The Board remains committed to its stated policy of
using share buy-backs with the intention of ensuring
that, in normal market conditions, the market price
of the company’s shares will track their underlying
net asset value.
The discount at which the ordinary shares trade
was 13.4% as at the 31 March. During the year the
Company’s shares traded at a discount to its NAV
ranging between -6.5% to -25%. The Board continues
to monitor the level at which the Company’s shares
trade and may seek to limit any future volatility
through the prudent use of share buybacks, as the
circumstances require. The company bought back a
total of 328,726 shares for cancellation at an average
discount of 14.4%, adding 0.3% to NAV.
Subscription issue
Each year shareholders are entitled to subscribe
for new ordinary shares on the basis of one new
ordinary share for every ten held. This year, the
subscription price was 258.43p (being the audited
undiluted net asset value of the ordinary shares as
at 31 March 2022). The prevailing market price on the
subscription date was 224p. As such a small number
of subscription requests received resulting in the
issue of 13,639 ordinary shares from treasury.
Board succession
We were delighted to welcome Baroness Bryony
Worthington to join the Board as non-executive
director in September 2022. Bryony has a wealth of
experience in the environmental campaigning and
policy, with time spent at Friends of the Earth the
Department for Environment, Food and Rural Aairs
working as the lead author in the team which drafted
the UK’s 2008 Climate Change Act. Bryony launched
Sandbag in 2008 to raise public awareness of and
improve the European Union’s Emissions Trading
Scheme (ETS).
Life of the company
The company does not have a fixed life, however, the
Board considers it desirable that shareholders should
have the opportunity to review the future of the
company every three years. Accordingly, the directors
will propose Resolution 10 on page 39, as an ordinary
resolution for the continuation of the company in
its current form at the AGM of the company to be
held on 14 September 2023. The Directors have no
indication that the vote will not pass and will all be
voting in favour of continuation, and we encourage
shareholders to do the same.
Outlook
The Jupiter Environmental Solutions team has a
long-established record of investing in emerging and
established Green technologies, and it is their long-
held conviction that solving environmental challenges
will be critical to continued global development.
Addressing both the causes and eects of these
climate challenges will become inevitable, and as
such Environmental Solutions as an asset class are
no longer deemed peripheral. The development
of technologies through innovation are key to
combatting the world’s climate and environmental
crisis. These solutions are now setting the pace for
policy and regulation – a welcome reversal to the
previous relationship. The scale of change required
to reverse global warming is creating significant
opportunities for investors to support environmental
solutions companies, which provide products and
services which are critical to achieving sustainability
targets. It is becoming ever more evident that
these solutions will spread widely and to as-yet
unpenetrated sectors of the global economy.
Governments are likely to continue to play a major
role, in terms to encouraging the development
of environmental solutions as part of the path
to achieving net zero by 2050, and through the
regulation of all companies to improve transparency
around climate and biodiversity impact.
FOR THE YEAR ENDED 31 MARCH 2023
7
As attitudes toward addressing climate solutions
shift, there is a broadening of the value chain beyond
the conventional lens. The opportunities throughout
the market that this creates will be plentiful and we
firmly believe the Jupiter Green Investment Trust
remains well-positioned to identify them.
Michael Naylor
Chairman
12 July 2023
30/04/2022
31/05/2022
30/06/2022
31/07/2022
31/08/2022
30/09/2022
31/10/2022
30/11/2022
31/12/2022
31/01/2023
28/02/2023
31/03/2023
Premium/Discount
-30
-25
-20
-15
-10
-5
0
5
10
Share Price Premium/Discount to Net Asset Value (1 April 2022– 31 March 2023)
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
8
Jupiter Green provides:
the potential for capital growth; and
beneficial outcomes for the planet and
society
by investing in a diversified portfolio of
companies which are developing and
implementing solutions for the world’s
environmental challenges.
One of the first sustainable investment
strategies in the world
Established in 1988, the underlying investment
philosophy of the Jupiter Environmental Solutions
team has remained unchanged, namely: To identify
long-term investment opportunities in companies
that provide solutions to environmental challenges.
A focus on six sustainable investment themes
We concentrate our investments in six sustainable
themes which are specifically focused on solutions
for the world’s environmental challenges. Each of
these themes is described in more detail on page 9.
A focus on innovation
We focus our investment on companies which are
innovating technological solutions to sustainability
challenges and companies that are rapidly delivering
proven sustainable solutions in their markets.
We describe these companies as ‘Innovators and
‘Accelerators’. The proportion of the portfolio held in
innovators and accelerators is set out on page 16.
A global focus
We seek out the very best and most innovative
companies from around the world irrespective of
market capitalisation. The countries and economic
sectors in which we invest are set out on page 16.
A large and experienced investment team
The four-strong Environmental Solutions team that
manages Jupiter Green Investment Trust PLC works
alongside six dedicated sustainability specialists.
Together, Jupiter’s expertise amounts to over
120 years of experience in sustainable investing.
Why invest in Jupiter Green?
FOR THE YEAR ENDED 31 MARCH 2023
9
Market review
The first several
months of the period
under review were
characterised by a
continued slump in
global stock and bond
markets as concerns
grew around persistent inflation, moderating
economic growth and hawkish central bank policy. In
Europe, energy prices surged as Russia cut supplies in
retaliation for sanctions related to the war in Ukraine.
In China, the economy was constrained by a faltering
property market and lockdowns intended to control
COVID-19.
Markets began to pick up in the second half of 2022
and into the first quarter of 2023, latterly due to
investor optimism from China’s reopening. European
stocks benefited in-part from being one of their
largest trading partners and the market continued to
rebound in the region on falling natural gas prices and
improving investor sentiment from depressed levels.
In the US, gradually moderating inflation and signals
of economic resilience led the market to view the
Federal Reserve’s slowing pace of interest rate rises as
a signal that a deep recession can be averted.
In July, a largely unexpected breakthrough in
Washington led to the Inflation Reduction Act (IRA),
which was subsequently passed by Congress in
August. The Act represents the largest government
investment in addressing climate change in US
history and provides $370bn over 10 years for climate
solutions.
In response to the US Inflation Reduction Act (IRA)
published last year, the European Commission
published two important components of its Green
Deal Industrial Plan in March: (1) the Net-Zero
Industry Act, to scale up manufacturing and attract
investment for strategic net-zero technologies in the
EU; and (2) the Critical Raw Materials Act to ensure
the EU’s access to resilient and sustainable supply of
critical raw materials.
Policy review
The Company’s approach to investing in sustainable
solutions remains focussed on six environmental
solutions themes:
Circular economy: solutions for sustainable
materials and resource stewardship
Clean energy: generation, storage and distribution
Sustainable Oceans & Freshwater Systems:
conservation and management
Green Mobility: technologies and services for
sustainable movement
Green Buildings & Industry: enabling a low carbon
transition
Sustainable Agriculture & Land Ecosystems:
solutions protecting natural resources and well-
being
Within those themes, the Company is focused on
companies – many of them on the smaller end of
the market capitalisation spectrum – that are at
the forefront of innovating technological solutions
to environmental challenges with a large potential
market (‘innovators’), as well as companies that
are already rapidly delivering proven solutions
in their markets (‘accelerators’). We believe this
approach should deliver attractive capital growth to
shareholders over the long term.
Despite the economic turbulence and volatility
across investment markets, the period under review
oered continued evidence that the Company’s
focus on global environmental solutions can deliver
attractive investment returns. In the wake of passage
of the US IRA (which we believe will in time present a
multi-year catalyst for environmental solutions), the
Clean Energy theme, which includes companies such
as First Solar, was particularly buoyant.
Infineon and Monolithic Power also both performed
well. We added to these two names in Q4 following
a sell-o across much of the semiconductor sector,
which overlooked the structural growth opportunity
and leadership both companies have in energy-
ecient power solutions.
Investment Adviser’s Review
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
10
Another key contributor to performance was Ansys
(which was bought during the period). Ansys is the
world’s leading engineering simulation software
provider with diversified end-market exposure
and a strong financial profile. Sitting in our Circular
Economy theme, Ansys provides solutions to reduce
customers’ resource and material use by reducing
physical prototypes in the R&D and testing phase of
product development. Ansys released a strong set of
full year results and guidance in February, which led
to share price outperformance versus its peers.
The Sustainable Agriculture and Land theme was a
notable detractor on a thematic basis, with European
materials stocks such as DSM and Borregaard
among the bottom of the portfolio contributors. A
Eurocentric client base combined with energy cost
pressures in Europe have presented a challenging
near-term environment for such businesses. Another
notable detractor was Advanced Drainage (Circular
Economy), which issued a profits warning. In one of
its divisions there was a destocking of inventories,
which was more severe than management had
anticipated and dampened expectations significantly.
Outlook
We have a long-held conviction that environmental
challenges are central to global development in the
long term. Addressing both the causes and eects of
these challenges is in our view becoming inevitable,
with environmental solutions currently crossing
a watershed moment where they are no longer
deemed peripheral, but instead integral to future
pathways and markets.
The great energy shock of the last 18 months – and
the critical role that “clean’’ solutions are playing in
responding to the long-term challenges of energy
security, aordability and climate change – serve to
highlight the crucial importance of environmental
solutions in solving these unavoidable and era-
defining issues.
We expect the volatility in equity markets to
continue into the near term, presenting opportunities
for long-term active investors focussing on structural
trends such as energy transition and more widely
across our six environmental solution investment
themes.
Jon Wallace
Fund Manager
Jupiter Asset Management Limited
Investment Adviser
12 July 2023
Investment Adviser’s Review (continued)
Top five contributors and detractors
Detail
Total Return (%) Contribution to Return (%)
Contributors
FIRST SOLAR INC 176.65 2.27
VALMONT INDUSTRIES 53.42 1.08
INFINEON TECHNOLOGIES AG 27.68 0.87
PRYSMIAN SPA 32.45 0.83
WATTS WATER TECHNOLOGIES-A 29.48 0.64
Detail
Total Return (%) Contribution to Return (%)
Detractors
ORSTED A/S -25.91 -0.68
CERES POWER HOLDINGS PLC -47.02 -0.72
HANNON ARMSTRONG SUSTAINABLE -32.05 -0.98
BEFESA SA -37.79 -1.01
KONINKLIJKE DSM NV -29.11 -1.03
Source: Bloomberg.
FOR THE YEAR ENDED 31 MARCH 2023
11
At 31 March 2023
31 March 2023 31 March 2022
Company Country of Listing
Market value
£’000
Percentage
of Portfolio
Market value
£’000
Percentage
of Portfolio
Veolia Environnement France 1,851 3.4 1,824 3.4
Infineon Technologies Germany 1,845 3.3 1,474 2.7
Evoqua Water Technologies United States of America 1,785 3.2 2,176 4.0
Prysmian Italy 1,728 3.1 1,329 2.5
Schneider Electric France 1,707 3.1 1,684 3.1
Monolithic Power Systems United States of America 1575 2.9 1,537 2.9
Vestas Wind Systems Denmark 1,575 2.9 1,530 2.8
Stantec Canada 1,551 2.8 1,042 1.9
Daikin Industries Japan 1,508 2.7 1,331 2.5
ANSYS United States of America 1,494 2.7 – –
Watts Water Technologies United States of America 1,447 2.6 1,077 2.0
Waste Connections Canada 1,415 2.6 – –
Clean Harbors United States of America 1,402 2.5 869 1.6
Acuity Brands United States of America 1,371 2.5 931 1.7
SolarEdge Technologies United States of America 1,319 2.4 1,316 2.5
Trimble United States of America 1,301 2.4 – –
NextEra Energy Partners United States of America 1,287 2.3 1,657 3.1
Borregaard Norway 1,277 2.3 1,248 2.3
Koninklijke DSM Netherlands 1,272 2.3 1,830 3.4
First Solar United States of America 1,263 2.3 1,125 2.1
Renewi United Kingdom 1,225 2.2 1,336 2.5
Xylem United States of America 1,186 2.2 776 1.5
Republic Services United States of America 1,163 2.1 – –
TOMRA Systems Norway 1,145 2.1 1,176 2.2
Eurofins Scientific Luxembourg 1,113 2.0 – –
Orsted Denmark 1,099 2.0 1,396 2.6
Alfa Laval Sweden 1,045 1.9 – –
Advanced Drainage Systems United States of America 1,044 1.9 1,216 2.3
Aptiv Jersey 1,021 1.9 1,023 1.9
Hannon Armstrong Sustainable
Infrastructure Capital, REIT United States of America 972 1.8 1,513 2.8
Novozymes Denmark 971 1.8 769 1.4
Littelfuse United States of America 960 1.7 – –
Shimano Japan 944 1.7 881 1.6
Horiba Japan 941 1.7 821 1.5
Daiseki Japan 917 1.7 909 1.7
Ormat Technologies United States of America 908 1.7 – –
Befesa Luxembourg 837 1.5 1,370 2.6
Flat Glass Group China 830 1.5 852 1.6
Sensirion Holding Switzerland 754 1.4 1,672 3.1
Re:NewCell Sweden 745 1.4 810 1.5
Azbil Japan 701 1.3 707 1.3
Ceres Power Holdings United Kingdom 686 1.2 726 1.4
Atlas Copco Sweden 617 1.1 600 1.1
Investment Portfolio
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
12
31 March 2023 31 March 2022
Company Country of Listing
Market value
£’000
Percentage
of Portfolio
Market value
£’000
Percentage
of Portfolio
Brambles Australia 585 1.1 455 0.8
Innergex Renewable Energy Canada 581 1.1 800 1.5
Corbion Netherlands 579 1.0 573 1.1
Greencoat Renewables Ireland 530 1.0 531 1.0
Sensata Technologies Holding United Kingdom 529 1.0 900 1.7
Homann Green Cement
Technologies France 208 0.4 544 1.0
Agronomics Isle of Man 193 0.3 339 0.6
Agronomics Warrant
11/12/2023 Isle of Man – – – –
Total Investments 55,002 100.0
The holdings listed above are all equity shares unless otherwise stated.
Cross Holdings in other Investment Companies
As at 31 March 2023, 1.0% of the Company’s total assets was invested in Greencoat Renewables, an Irish listed
investment Company.
Whilst the requirements of the UK Listing Authority permit the Company to invest up to 10% of the value of
the total assets of the Company (before deducting borrowed money) in other investment companies (including
investment trusts) listed on the Main Market of the London Stock Exchange, it is the directors’ current intention
that the Company invests not more than 5% in other investment companies.
Investment Portfolio (continued)
FOR THE YEAR ENDED 31 MARCH 2023
13
Key to Investment Themes
Veolia Environnement Veolia Environnement is focussed on providing water, waste and energy management
services.
Infineon Technologies Infineon Technologies AG is a world leader in semiconductor solutions that make life
easier, safer and greener.
Evoqua Water
Technologies
Evoqua Water Technologies is a global provider of water treatment equipment and
services to tackle issues of pollution control and water eciency in the industrial,
commercial, and municipal water treatment markets.
Prysmian Prysmian is a global leader in high-voltage cables for energy transfer and distribution and
set to benefit from energy grid investments to improve eciency, reliability, and bringing
ever-increasing volumes of renewable energy from its source to demand centres.
Schneider Electric Schneider Electric SE manufactures electrical power products to enable energy eciency,
ranging from car chargers to voltage transformers.
Monolithic Power
Systems
Monolithic Power Systems, Inc. designs and manufactures power management solutions.
The Company provides power conversion, LED lighting, load switches, cigarette lighter
adapters, chargers, position sensors, analog input, and other electrical components.
Monolithic Power Systems serves customers globally.
Vestas Wind Systems Vestas Wind Systems develops, manufactures, and markets wind turbines that generate
electricity. The Company also installs the turbines and oers follow-up and maintenance
services of the installations. Vestas produces the wind turbines and its components
through subsidiaries and associated companies in many countries, and operates a
worldwide sales and service network.
Stantec Inc Stantec is engaged in the provision of general design and architectural solutions.
Daikin Industries Daikin Industries, Ltd. is a Japanese multinational air conditioning and heat-pump
manufacturing Company headquartered in Osaka.
ANSYS Ansys is the world’s leading engineering simulation software provider with diversified end-
market exposure and strong financial profile.
Watts Water
Technologies, Inc. Class A
Watts Water Technologies designs, manufactures, and sells solutions for residential and
commercial water markets.
Waste Connections Waste Connections engages in the provision of non-hazardous waste collection, transfer,
and disposal services.
Company Profiles for Top Twenty Investments
JUPITER GREEN INVESTMENT TRUST PLC
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14
Clean Harbors Clean Harbors engages in the provision of environmental, energy, and industrial services. It
operates through the Environmental Services and the Safety-Kleen Sustainability Solutions
segments.
Acuity Brands, Inc Acuity engages in the provision of lighting and building management solutions and
services, with a focus on delivering energy eciencies.
SolarEdge Technologies A global leader in smart energy technology by leveraging world-class engineering
capabilities, and with a relentless focus on innovation, SolarEdge creates smart energy
solutions that power our lives and drive future progress.
Trimble Trimble engages in the provision of positioning technology solutions. It operates through
the following segments: Buildings and Infrastructure, Geospatial, Resources and Utilities,
and Transportation.
NextEra Energy Partners NextEra Energy Partners LP owns, operates and acquires contracted clean energy projects
including wind and solar.
Borregaard Borregaard enables the substitution of oil-based chemicals with natural alternatives
derived from wood waste for a wide range of materials.
Koninklijke DSM DSM multinational life sciences and materials sciences Company focussing on health,
nutrition & bioscience, applying science to improve the health of people, animals and the
planet.
First Solar, Inc First Solar, Inc. designs and manufactures solar modules.
Company Profiles for Top Twenty Investments (continued
FOR THE YEAR ENDED 31 MARCH 2023
15
As at 31 March 2023 (ex-cash)
Environmental theme
Stage of Development
Circular
economy
%
Clean
Energy
%
Green
Buildings &
Industry
%
Green
Mobility
%
Sustainable
agriculture
and Land
ecosystems
%
Sustainable
Ocean &
Freshwater
Systems
%
Total
%
Innovators* 3.92 3.54 0.39 0.00 0.35 0.00 8.20
Accelerators* 10.64 17.92 20.74 3.60 11.85 7.29 72.04
Leaders* 9.72 0.00 3.02 4.39 0.00 2.63 19.76
Total 2023 24.28 21.46 24.15 7.99 12.20 9.92 100.00
* Innovators are companies that are innovating technological change to environmental challenges. Accelerators are companies that
already have a proven solution to environmental challenges and are set to continue rapid growth within their addressable market.
Established leaders are larger companies which have developed a commanding presence in their chosen markets.
Analysis of Investments by Investment Theme, Stage of Development, Geography and
Economic Sector
As at 31 March 2023 (ex-cash)
Sectors
United
States of
America
%
Japan
%
France
%
United
Kingdom
%
Denmark
%
Others
%
Total
%
Basic Materials – – – – – 3.7
3.7
Consumer Discretionary – 1.7 – – – 1.9 3.6
Consumer Staples – – – – – 3.3 3.3
Energy 4.7 – – 1.2 2.9 – 8.8
Health Care – – – – 1.8 2.3 4.1
Industrials 13.3 5.7 3.5 1.0 – 15.0 38.5
Real Estate 1.8 – – – – – 1.8
Technology 5.6 – – – – 3.3 8.9
Utilities 11.8 1.7 3.4 2.2 2.0 6.2 27.3
Total 2023 37.2 9.1 6.9 4.4 6.7 35.7 100.0
Analysis of Investments by Geography and Economic Sector
Analysis of Investments by Investment Theme and Stage of Development
JUPITER GREEN INVESTMENT TRUST PLC
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Stock Stories
Jupiter Green invests in some of the most
exciting and innovative companies focused on
solving a range of environmental challenges.
Two examples of these companies are First
Solar and Ansys which are described in more
detail in this section.
First Solar (Clean Energy, Accelerator)
First Solar is an American manufacturer of solar
panels, and a provider of utility-scale PV power
plants. The Company is uniquely well-placed to
take advantage of several key growth drivers,
standing alone in the industry with its dierentiated
semiconductor and streamlined manufacturing
process, which yield unparalleled quality and
reliability. It is the only US-headquartered Company
among the world’s 10 largest module producers,
with a large manufacturing presence on US soil. This
we believe is a valuable asset in the wake of the US
Inflation Reduction Act that over the next decade
places a valuable stream of tax-credits not only on
solar energy production but also on favouring those
with a credible US-supply chain
.
FOR THE YEAR ENDED 31 MARCH 2023
17
Ansys (Circular Economy, Accelerator)
Ansys is a leading provider of physics-based
simulation software tools to evaluate how products
will perform under various environments to ensure
quality & safety as well as driving eco-eciencies by
bringing environmental considerations earlier into
product design and development.
An example can be seen in its solutions for
reducing the growing issue of electronic waste (or
e-waste) – electric and electronic equipment that
have exhausted their utility value through either
redundancy, replacement, or breakage. Ansys enables
resource savings, for example by allowing materials
sustainability and recyclability to be factored earlier
into product design and testing. Very few companies
building electronic devices take disassembly into
consideration when designing a product. Simulation
technology enables engineers to explore more ways
of arranging components and the order in which
they are assembled in far less time than it would take
to build a protype. Virtual design and testing using
simulation makes it possible for engineers to consider
assembly and disassembly during the design phase,
which leads to easier recycling of valuable materials
and removal of toxic materials when the product is
no longer usable.
Stock Stories (continued)
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
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The Strategic Report has been prepared in
accordance with the Companies Act 2006 (Strategic
Report and Directors’ Report) Regulations 2013.
The Strategic Report seeks to provide shareholders
with the relevant information to enable them to
assess the performance of the Directors of the
Company during the period under review.
Business and Status
During the year the Company carried on business
as an investment trust with its principal activity
being portfolio investment. The Company has been
approved by HM Revenue & Customs (‘HMRC’) as an
investment trust subject to the Company continuing
to meet the eligibility conditions of sections 1158
and 1159 of the Corporation Taxes Act 2010 and the
ongoing requirements for approved companies as
detailed in Chapter 3 of Part 2 of the Investment
Trust (Approved Company) (Tax) Regulations 2011.
In the opinion of the Directors, the Company has
conducted its aairs in the appropriate manner to
retain its status as an investment trust.
The Company is a public limited Company and is
an investment Company within the meaning of
section 833 of the Companies Act 2006. It is also an
Alternative Investment Fund (AIF) for the purposes
of the EU Alternative Investment Fund Managers
Directive.
The Company has a fixed share capital although
it may issue or purchase its own shares subject to
shareholder approval, usually sought annually.
The Company is not a close Company within the
meaning of the provisions of the Corporation Tax Act
2010 and has no employees.
The Company was incorporated in England & Wales
on 12 April 2006 and started trading on 8 June 2006,
immediately following the Company’s launch.
Reviews of the Company’s activities are included in
the Chairman’s Statement and Investment Adviser’s
Review on pages 5 to 10.
There has been no significant change in the activities
of the Company during the year to 31 March 2023
and the Directors anticipate that the Company will
continue to operate in the same manner during the
current financial year.
Investment Objective
The investment objective of the Company is to
achieve capital growth and income, both over the
long term, through investment in a diverse portfolio
of companies providing environmental solutions.
Investment Strategy
The Investment Adviser has adopted a bottom-
up approach. The Investment Adviser, supported
by Jupiter’s Governance and Sustainability team,
researches companies, ensuring that each potential
investment falls within the Company’s stated
investment policy. Consideration is also given to
a potential investment’s risk/return profile and
growth prospects before an investment is made.
Once companies operating within the appropriate
theme have been identified and due diligence
has been carried out, the Investment Adviser will
decide whether a particular investment would be
appropriate.
Investment Policy
From the year ended 31 March 2021, the Company’s
investment focus was adjusted towards a greater
emphasis on Companies which are innovating
technological solutions to sustainability challenges
(‘innovators’) and companies that are already rapidly
delivering proven sustainable solutions in their
markets (‘accelerators’). A by-product of these
changes is a greater focus on smaller companies
which are at the forefront of the innovation driving
sustainable solutions.
Strategic Review
FOR THE YEAR ENDED 31 MARCH 2023
19
The following investment restrictions are observed:
no more than 5% of the Company’s total assets (at
the time of such investment) may be invested in
unlisted securities;
no more than 15% of the total assets of the
Company (before deducting borrowed money) is
lent to or invested in any one Company or group
at the time the investment or loan is made. For
this purpose any existing holding in the Company
or group concerned is aggregated with the
proposed investment;
distributable income is principally derived from
investments;
not more than 10%, in aggregate, of the value
of the total assets of the Company (before
deducting borrowed money) is invested in other
UK listed investment companies (including
investment trusts) listed on the Ocial List. Whilst
the requirements of the UK Listing Authority
permit the Company to invest up to this 10%
limit, it is the Directors’ current intention that the
Company invests not more than 5%, in aggregate,
of the value of the total assets of the Company
(before deducting borrowed money) in such other
investment companies; and
the Company at all times invests and manages
its assets in a way which is consistent with its
objective of spreading investment risk.
In accordance with the requirements of the UK
Listing Authority, any material changes in the
principal investment policies and restrictions of the
Company would only be made with the approval of
shareholders by ordinary resolution.
Future Developments
It is the Board’s ambition to continue to grow the
asset base of the Company through a combination
of organic growth of net asset value and issuance
of new shares with a view to achieving the critical
mass necessary to attract broader demand from large
national discretionary wealth managers, and other
long-term institutional buyers of investment trust
shares.
Benchmark Index
The Company’s benchmark is the MSCI World Small
Cap Index.
Management
The Company has no employees and most of its
day to day responsibilities are delegated to Jupiter
Asset Management Limited (‘JAM’), who act as
the Company’s Investment Adviser and Company
secretary. Further details of the Company’s
arrangement with JAM and the Alternative
Investment Fund Manager (‘AIFM’), Jupiter Unit Trust
Managers Limited, can be found in Note 22 to the
accounts on page 80. Both JAM and JUTM are part
of the Jupiter Group which comprises Jupiter Fund
Management PLC and all of its subsidiaries (‘Jupiter’).
J.P. Morgan Europe Limited (‘JPMEL’) acts as the
Company’s depository. The Company has also
entered into an outsourcing arrangement with J.P.
Morgan Chase Bank N.A. (‘JPMCB’) for the provision
of accounting and administration services.
Although JAM is named as the company secretary,
JPMEL provides administrative support to the
Company secretary as part of its formal mandate to
provide broader fund administration services to the
Company.
Viability Statement
In accordance with Provision 36 of the Code of
Corporate Governance as issued by the Association
of Investment Companies in February 2019 (the ‘AIC
Code’), the Board has assessed the prospects of
the Company over a longer period than the twelve
months required by the ‘Going Concern’ provision,
reviewing in line with the three year cycle of the
continuation vote. In doing so the Board believes that
there will be no issue in the next continuation vote
being passed. The Company’s investment objective is
to achieve capital growth and income, both over the
long term and the Board regards the Company as a
long-term investment.
The Board has considered the Company’s business
model including its investment objective and
investment policy as well as the principal and
Strategic Review (continued)
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
20
emerging risks and uncertainties that may aect the
Company as detailed on page 22.
In addition, the Board has considered the reporting
produced by the Jupiter Investment Risk Team
concerning a number of potential future scenarios
resulting from ongoing market volatility. The Board
continues to monitor income and expense forecasts
for the Company.
The Board has noted that:
The Company holds a highly liquid portfolio
invested predominantly in listed equities.
The investment management fee is the most
significant expense of the Company. It is charged
as a percentage of the portfolio value and so
would reduce if the market value of the portfolio
were to fall. The remaining expenses are more
modest in value and are predicable in nature.
No significant increase to ongoing charges or
operational expenses is anticipated.
Green and sociably responsible investing is now
high on the agenda of many retail investors and
that the Company is well placed to attract these
retail investors through targeted marketing.
Climate change is a key issue for asset managers
and their investors. ESG issues are integrated into
the Company’s investment processes and these
are continually monitored to ensure that the
investment objectives are followed to mitigate
any risk of the perception of greenwashing and
any related litigation.
The Board is satisfied that Jupiter and the
Company’s other key third-party suppliers
maintain suitable processes and controls to ensure
that they can continue to provide their services to
the Company.
The Board has therefore concluded that there is a
reasonable expectation that the Company will be
able to continue in operation and meet its liabilities
as they fall due over the next three years.
As part of its assessment, the Board has noted
that shareholders will be required to vote on the
continuation of the Company at the 2023 AGM.
Further information regarding the planned life of the
Company can be found on page 32.
Gearing
Gearing is defined as the ratio of a Company’s
debt less cash held compared to its equity capital,
expressed as a percentage. The eect of gearing is
that in rising markets the Company tends to benefit
from any growth of the Company’s investment
portfolio above the cost of payment of the prior
ranking entitlements of any lenders and other
creditors. Conversely, in falling markets the Company
suers more if the Company’s investment portfolio
underperforms the cost of those prior entitlements.
The Company may utilise gearing at the director’s
discretion for the purpose of financing the
Company’s portfolio and enhancing shareholder
returns. In particular, the Company may be geared
by bank borrowings which will rank in priority to the
ordinary shares for repayment on a winding up or
other return of capital.
The Articles provide that, without the sanction of
the Company in a general meeting, the Company
may not incur borrowings above a limit of 25% of the
Company’s total assets at the time of drawdown of
the relevant borrowings.
Loan facility
The Company has a revolving loan facility agreement
with Royal Bank of Scotland International Limited
of £5 million which the Investment Adviser has
been authorised by the Board to draw down for
investment purposes. The facility to gear the
Company’s investment portfolio is deployed
tactically by the Investment Adviser with a view to
enhancing shareholder returns. The Directors have
determined that the maximum level of gearing will
be 25% of the Company’s total assets at the time of
drawdown. The finance costs shown in the Statement
of Comprehensive Income are in respect of interest
charges on the utilised balance along with the costs
incurred for non-utilisation of the facility during the
year to the end of the loan term.
Strategic Review (continued)
FOR THE YEAR ENDED 31 MARCH 2023
21
Use of Derivatives
The Company may invest in derivative financial
instruments comprising options, futures and
contracts for dierence for investment, hedging
and ecient portfolio management, as more fully
described in the investment policy. There is a risk
that the use of such instruments will not achieve
the goals desired. Also, the use of swaps, contracts
for dierence and other derivative contracts
entered into by private agreements may create
a counterparty risk for the Company. This risk is
mitigated by the fact that the counterparties must
be institutions subject to prudential supervision and
that the counterparty risk on a single entity must be
limited in accordance with the individual restrictions.
There were no open derivatives at year end.
Currency Hedging
The Company’s accounts are maintained in sterling
while investments and revenues are likely to be
denominated and quoted in currencies other than
sterling. Although it is not the Company’s present
intention to do so, the Company may, where
appropriate and economic to do so, employ a
policy of hedging against fluctuations in the rate of
exchange between sterling and other currencies in
which its investments are denominated.
Key Performance Indicators
At their quarterly Board meetings the Directors consider
a number of performance indicators to help assess
the Company’s success in achieving its objectives.
The key performance indicators used to measure the
performance of the Company over time are as follows:
Net asset value changes over time;
Ordinary share price movement;
A comparison of ordinary share price and net
asset value to benchmark;
Discount and premium to net asset value; and
Growth in assets under management.
Information on some of the above key performance
indicators and how the Company has performed
against them can be found on page 4.
In addition, a history of the net asset values, the
price of the ordinary shares and the benchmark
index are shown on the monthly factsheets which
can be viewed on the Investment Adviser’s website
www.jupiteram.com/JGC and which are available on
request from the company secretary.
Discount to Net Asset Value
The Directors review the level of the discount or
premium between the middle market price of the
Company’s ordinary shares and their net asset value
on a regular basis.
The Directors have powers granted to them at the
last AGM to purchase ordinary shares and either
cancel or hold them in treasury as a method of
controlling the discount to net asset value and
enhancing shareholder value.
The Company repurchased 328,726 ordinary shares
for holding in treasury during the year under review
at a discount of 14.40%.
Under the Listing Rules, the maximum price that may
currently be paid by the Company on the repurchase
of any ordinary shares is 105% of the average of the
middle market quotations for the ordinary shares for
the five business days immediately preceding the date
of repurchase. The minimum price will be the nominal
value of the ordinary shares. The Board is proposing
that its authority to repurchase up to approximately
14.99% of its issued share capital should be renewed
at the AGM. The new authority to repurchase will last
until the conclusion of the AGM of the Company in
2023 (unless renewed earlier). Any repurchase made will
be at the discretion of the Board in light of prevailing
market conditions and within guidelines set from time
to time by the Board, the Companies Act, the Listing
Rules and Model Code.
Treasury Shares
In accordance with the Companies (Acquisition of
Own Shares) (Treasury Shares) Regulations 2003 (the
‘Regulations’) which came into force on 1 December
2003 any ordinary shares repurchased, pursuant to
the above authority, may be held in treasury. These
ordinary shares may subsequently be cancelled or
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
22
sold for cash. This would give the Company the
ability to reissue shares quickly and cost eectively
and provide the Company with additional flexibility
in the management of its capital. The Company
issued 2,567 ordinary shares from treasury during the
year under review.
Principal and Emerging Risks and Uncertainties
The Directors confirm that they have carried out
a robust assessment of the emerging and principal
risks facing the Company, including those that would
threaten its business model, future performance,
solvency or liquidity. Most of these risks are market
related and are similar to those of other investment
trusts investing primarily in listed markets. The Audit
Committee reviews the Company’s risk control
summary at each meeting, and as part of this
process, gives consideration to identifying emerging
risks. Any emerging risks that are identified, that are
considered to be of significance will be recorded
on the Company’s Risk Control Summary with
any mitigations. In carrying out this assessment,
consideration is being given to the current market
conditions which may impact the Company. No
emerging risks have been identified.
Investment policy and process – Inappropriate
investment policies and processes may result in under
performance against the prescribed benchmark index
and the Company’s peer group.
The Board manages these risks by ensuring a
diversification of investments and regularly reviewing
the portfolio asset allocation and investment process.
In addition, certain investment restrictions have been
set and these are monitored as appropriate.
Investment Strategy and Share Price Movements –
The Company is exposed to the eect of variations
in the price of its investments. A fall in the value
of its portfolio will have an adverse eect on
shareholders’ funds. It is not the aim of the Board
to eliminate entirely the risk of capital loss, rather it
is its aim to seek capital growth. The Board reviews
the Company’s investment strategy and the risk of
adverse share price movements at its quarterly Board
meetings taking into account the economic climate,
market conditions and other factors that may have
an eect on the sectors in which the Company
invests. There can be no assurances that appreciation
in the value of the Company’s investments will occur
but the Board seeks to reduce this risk.
Liquidity Risk – The Company may invest in
securities that have a very limited market which
will aect the ability of the Investment Adviser to
dispose of securities when it is no longer felt that
they oer the potential for future returns. Likewise
the Company’s shares may experience liquidity
problems when shareholders are unable to realise
their investment in the Company because there is
a lack of demand for the Company’s shares. At its
quarterly meetings the Board considers the current
liquidity in the Company’s investments and the
level of liabilities when setting restrictions on the
Company’s exposure. The Board also reviews, on a
quarterly basis, the Company’s buy-back programme
and in doing so is mindful of the liquidity in the
Company’s shares.
Gearing Risk – The Company’s gearing can impact
the Company’s performance by accelerating the
decline in value of the Company’s net assets
at a time when the Company’s portfolio is
declining. Conversely gearing can have the eect
of accelerating the increase in the value of the
Company’s net assets at a time when the Company’s
portfolio is rising. The Company’s level of gearing is
under constant review by the Board who take into
account the economic environment and market
conditions when reviewing the level.
Regulatory Risk – The Company operates in a
complex regulatory environment and faces a
number of regulatory risks. A breach of section
1158 of the Corporation Tax Act 2010 could result in
the Company being subject to capital gains tax on
portfolio movements. Breaches of other regulations
such as the UKLA Listing rules, could lead to a
number of detrimental outcomes and reputational
damage. Breaches of controls by service providers
such as the Investment Adviser could also lead to
reputational damage or loss. The Board monitors
regulatory risks at its quarterly Board meetings and
relies on the services of its Company secretary, JAM,
and its professional advisers to ensure compliance
Strategic Review (continued)
FOR THE YEAR ENDED 31 MARCH 2023
23
with, amongst other regulations, the Companies Act
2006, the UKLA Listing Rules, the FCA’s Disclosure
Guidance and Transparency Rules and the Alternative
Investment Fund Managers’ Directive. In order
to ensure that the Company remains compliant,
the Board directly and via the Audit Committee/
Management Engagement Committee receives
regular updates from the Investment Adviser and
the Company’s other key service providers. The
Investment Adviser is contractually obliged to ensure
that its conduct of business conforms to applicable
laws and regulations.
Credit and Counterparty Risk – The failure of
the counterparty to a transaction to discharge its
obligations under that transaction could result in
the Company suering a loss. Further details of the
management of this risk can be found in Note 13 to
the accounts on pages 71 to 74.
Loss of Key Personnel – The day-to-day management
of the Company has been delegated to the
Investment Adviser. Loss of the Investment Adviser’s
key sta members could aect investment return. The
Board is aware that JAM recognises the importance
of its employees to the success of its business.
Its remuneration policy is designed to be market
competitive in order to motivate and retain sta and
succession planning is regularly reviewed. The Board
also believes that suitable alternative experienced
personnel could be employed to manage the
Company’s portfolio in the event of an emergency.
Operational – Failure of the core accounting systems,
or a disastrous disruption to the Investment Adviser’s
business or that of the administration provider
JPMCB, could lead to an inability to provide accurate
reporting and monitoring.
Financial – Inadequate financial controls could result
in misappropriation of assets, loss of income and
debtor receipts and inaccurate reporting of net
asset value per share. The Board annually reviews the
Investment Adviser’s report on its internal controls
and procedures.
Details of how the Board monitors the operational
services and financial controls of Jupiter and
J.P. Morgan are included within the Internal Control
section of the Report of the Directors on page 39.
Enterprise risk is reviewed twice a year, taking into
its remit emerging risks as they become immediate,
whist still maintaining a long-term perspective where
they are evolving at a fast rate. Climate change and its
potential impacts is under scrutiny at every meeting,
this being the very purpose of the Company.
Climate Change – the impact of climate change
risk has been considered and it is concluded that it
does not have a material impact on the Company’s
investments. In line with IFRS investments are valued
at fair value, which for the Company are quoted
bid prices for investments in active markets at the
Statement of Financial Position date and therefore
reflect market participants view of climate change.
Given the nature of the Company all investments are
monitored to ensure that they are in line with the
investment objective to mitigate any risk of
the perception of greenwashing and any related
litigation.
Geopolitical – There is increasing risk to market stability
and investment opportunities from geopolitical
conflicts such as between Russia and Ukraine.
The Company has no exposure to Russian Stocks.
Capital Gains Tax Information
The closing price of the ordinary shares on the first
date of dealing for capital gain tax purposes was 99p.
Directors
Details of the Directors of the Company and their
biographies are set out on page 33.
The Company’s policy on Board diversity is included
in the Corporate Governance section of the Report
of the Directors on page 42.
As at 31 March 2023, the Board comprises of one
female and three male Directors.
Employees, Environmental, Social and Human
Rights issues
The Company has no employees as the Board
has delegated the day to day management and
administration functions to JUTM, JAM and other
third-party suppliers. There are therefore no
disclosures to be made in respect of employees.
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
24
Integration of Environmental, Social and
Governance (‘ESG’) considerations into the
Investment Adviser’s Investment Process
JAM has a 30 year record of integrating ESG factors
into the investment process. Its Governance and
Sustainability team leverages its relationships with
partner organisations such as the UN Principles for
Responsible Investment (“UN PRI”), the Investor
Forum and Institutional Investors Group on Climate
Change (“IIGCC”) and regularly engages with these
and other industry bodies to ensure it remains at
the forefront of ESG integration. Where relevant,
lessons learned are disseminated across JAM’s wider
investment team via its Stewardship Committee. JAM
considers stewardship to be an integral component
of its investment process. Typically, JAM does not
seek to exclude companies based on headline risk
factors, disclosures or practices, instead believing
that engagement aimed at enhancing long-term
outcomes for investors requires a more rigorous and
nuanced approach. Moreover, the Investment Adviser
is of the view that compelling opportunities can arise
in companies where there is evidence of positive
change in the areas of environmental and social
risk mitigation and governance practices, but where
the market may be yet to reflect this in investee
Company share prices.
Modern Slavery Act
The Modern Slavery Act 2015 requires certain
companies to prepare a slavery and human tracking
statement. As the Company has no employees and
does not supply goods and services, it is not required
to make such a statement.
Global Greenhouse Gas Emissions
The Company has no greenhouse gas emissions
to report from its operations as the day to day
management and administration functions have
been outsourced to third-parties and it neither owns
physical assets, property nor has employees of its
own. It therefore does not have responsibility for
any other emissions producing sources under the
Companies Act 2006 (Strategic Report on Directors’
Reports) Regulations 2013.
Section 172 Statement
Under section 172 of the Companies Act 2006, the
directors have a duty to act in good faith and to
promote the success of the Company for the benefit
of its shareholders as a whole. This includes taking
into consideration the likely consequences of their
decisions on the long term and on the Company’s
stakeholders such as its shareholders, employees and
suppliers, while acting fairly between stakeholders.
The Directors must also consider the impact of
the Company’s decisions on the environment, the
community and its reputation for maintaining high
standards of business conduct.
The Company ensures that the Directors are able
to discharge this duty by, amongst other things,
providing them with relevant information and training
on their duties. The Company also ensures that
information pertaining to it is provided, as required,
to the Directors as part of the information presented
in regular Board meetings in order that stakeholder
considerations can be factored into the Board’s
decision-making. The Directors’ responsibilities are
also set out in the schedule of matters reserved
for the Board and the terms of reference of its
committees, both of which are reviewed regularly
by the Board. At all times the Directors can access as
a Board, or individually, advice from its professional
advisers including the company secretary and
independent external advisers.
The Company’s investment objective, to achieve
capital and income growth over the long term,
supports the Directors’ statutory obligations to
consider the long-term consequences of the
Company’s decisions. How the long-term focus of
the Company is achieved, is set out in more detail
on page 3 and above where the Investment Adviser’s
approach to environmental, social and governance
issues is explained in the section entitled Integration
of ESG considerations into the Investment Adviser’s
investment process. This approach is fundamental
to the Company achieving long-term success for the
benefit of all of its stakeholders.
Strategic Review (continued)
FOR THE YEAR ENDED 31 MARCH 2023
25
As set out on page 2, the Company’s corporate
purpose is to generate a total return by investing in
companies which are developing and implementing
solutions for the world’s environmental challenges.
The Company is also aware of its own potential
impact on the environment and has a number of
practical policies in place to reduce that impact.
Examples include the use and sharing of electronic
documents by the Board rather than printing
documentation and the provision of electronic
copies of the annual report and accounts which are
available to shareholders and others on the Company
website. Where physical copies of the annual and
half yearly financial reports are made, they use
materials and processes designed to both minimise
the environmental impact and to maximise the
recycling potential as described in more detail on the
inside back cover of this document. The proxy voting
form previously printed in the annual report and
accounts and posted back to the registrars has been
removed and shareholders are invited to vote via
the registrar’s secure portal. The Board will continue
to review its travel arrangements and will seek to
minimise physical meetings. The Directors as a matter
of course continue to seek new opportunities and
to make use of new technologies and processes that
will further enhance environmental operation of the
Company.
JUPITER GREEN INVESTMENT TRUST PLC
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26
Engagement with stakeholders and the effect on principal decisions
The tables below sets out details of the Company’s engagement with its stakeholders.
S takeholder Engagement
How we engage
Shareholders
The shareholders of the Company
are both institutional and retail
in nature and details of those
with substantial shareholdings are
detailed on page 34.
The Board believe that
shareholders have a vital role
in encouraging a higher level
of corporate performance and
is committed to listening to
the views of its shareholders
and giving useful and timely
information by providing open
and accessible channels of
communication including those
listed below.
The AGM – The Company encourages participation from shareholders
at its AGMs where they can communicate directly with the Directors
and investment adviser. Given the environmental ethos of the Company
shareholders are encouraged to submit their votes by proxy ahead of the
meeting, or attend the meeting remotely, rather than attending in person.
Further details of how the AGM will be held can be found on page 38.
The Board and investment adviser welcome your questions which may be
submitted to Nick.Black@jupiteram.com. Subject to confidentiality, we will
respond to any questions submitted either directly or by publishing our
response on the company’s website. All views of the shareholders will be
taken into consideration and action taken where appropriate.
Online Information – The Company’s website (www.jupiteram.com/JGC)
contains the Annual and Half Yearly Financial Report along with monthly
factsheets and commentaries and video updates from the investment
adviser. The daily NAV per share, monthly top ten portfolio listings, dividend
announcements and various regulatory announcements can be found on
the regulatory news service of the London Stock Exchange. Jupiter Green
Investment Trust PLC JGC Stock | London Stock Exchange
Shareholder Communications
Shareholders can raise issues or concerns at any time by writing to the
Chairman or the Senior Independent Director at the registered oce.
Further details about how the Board incorporates the views of the
company’s shareholders in its decision-making process can be found in the
UK Stewardship Code and the Exercise of Voting Powers section on page 38.
Further information about how the Board ensures that each director develops
an understanding of the views of the Company’s shareholders and can be
found in the section entitled Shareholder Relations on page 85 of this report.
Strategic Review (continued)
FOR THE YEAR ENDED 31 MARCH 2023
27
S takeholder Engagement
How we engage
The Investment Adviser The investment management function is critical to the long-term success of
the Company. The Board and the investment adviser maintain an open and
constructive relationship, with meetings taking place a minimum of four times
per annum with monthly updates and additional meetings as circumstances
require. The Audit Committee meets at least twice a year and as part of its
role considers the internal controls put in place by the investment adviser.
The ‘Management of the Company’ section on page 36 in this report details
the Board’s consideration of the investment adviser’s performance, its terms
of appointment and their annual assessment of its continued stewardship of
the portfolio and its oversight of the administrative functions.
The day to day responsibilities of the Company are delegated to the
investment adviser who is the key service provider and supplies investment
management, administration and Company secretarial services. The
investment adviser oversees the activities of the Company’s other third-party
suppliers on behalf of the Company and maintains open and collaborative
relationships to maintain quality, eciency and cost control through regular
communication with dedicated members of the investment adviser’s
operational teams. The Board regularly reviews reports from its investment
adviser, the AIFM, the depositary, the Company broker, the investor
relations research provider and the auditors. These provide vital information
concerning changes in market practice or regulation which aect the
Company and assist the Board in its decision-making process. Representatives
from these providers attend Company Board meetings and give presentations
on a regular basis enabling in depth discussions concerning both their findings
and their performance.
The Board reviews the culture and values of the investment adviser as part
of its ongoing assessment of its performance to ensure these are aligned to
those of the Board. Further information on the investment adviser’s culture
and values can be found in the ‘Integration of ESG considerations into the
investment adviser’s investment process’ section on page 25.
Investee companies On the Company’s behalf, the Investment Adviser engages with investee
companies and updates the Board on material developments aecting
individual investee companies. The Investment Adviser has discretionary
authority to exercise voting rights on behalf of the Company on resolutions
proposed by investee companies.
Corporate broker and retail
marketer
The Company’s broker, finnCap, and retail marketer, Kepler Partners LLP,
attend all quarterly Board meetings and support the Board in its strategic
decisions on growing the Company. The Company’s broker has published
research on the Company and frequently engages with potential investors on
the Company’s behalf.
JUPITER GREEN INVESTMENT TRUST PLC
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S takeholder Engagement
How we engage
Public relations advisors The Company works with its public relations adviser, SEC Newgate, to raise
the Company’s profile through press and media activity.
Other third-party suppliers As an externally managed investment Company with no employees
or physical assets, the principal stakeholders of the Company are its
shareholders, investment adviser, AIFM, depositary, custodian, administrator
and registrar.
The Investment Adviser works with the key service providers to ensure
the adequacy of the services provided to the Company. On occasion,
representatives of the key service providers are invited to attend to present
to the Board in addition to the regular updates provided by the Investment
Adviser.
The Association of Investment
Companies (‘AIC’)
The Company is a member of the AIC and provides regular reporting on the
Company to the AIC. The Company engages with AIC consultations such as
voting on the AIC Board elections.
Strategic Review (continued)
FOR THE YEAR ENDED 31 MARCH 2023
29
Principal Decisions
The Directors take into account the s172 considerations in all material decisions of the Company ensuring in Board
discussions that appropriate attention is given to the short and long-term benefits for stakeholders. Examples of
significant Board discussions and decisions made in the period are set out below:
Principal Decisions
Issue How we engage Decision
Discount management The Board continues to monitor the
Company’s discount to ensure that
it is in a position to issue shares to
grow the Company when market
conditions allow. In July 2021 the
Board discussed utilising the share
buyback programme alongside
the share issuance programme to
balance supply and demand and
manage the Company’s discount.
Following discussion at the Board
and with the Company’s broker,
the Board decided to use the
share buy-back programme within
agreed parameters. This resulted in a
decision to buyback 328,726 ordinary
shares of the Company during the
year.
Board evaluation The Board has not arranged an
externally facilitated evaluation
during this period, although this
is considered by the Board on a
regular basis.
The independent non-executive
directors undertake on, an annual
basis, an appraisal in relation to
their oversight and monitoring of
the performance of the investment
adviser and other key service
providers.
In addition the directors undertake,
on an annual basis, a written
assessment of the eectiveness of
the Board as a whole by completion
of a formal evaluation questionnaire.
The SID also leads a formal
evaluation of the performance of the
Chairman.
JUPITER GREEN INVESTMENT TRUST PLC
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30
Principal Decisions
Issue How we engage Decision
Board succession The Nomination Committee
undertakes an annual evaluation of
the composition of the Board and
its committees taking into account
the requirements of the AIC Code.
Appropriate recommendations
will then be made to the Board in
respect of the need to refresh the
composition of the Board and its
committees.
In 2022, the Board decided that
Michael Naylor should continue
as Chairman of the Company
for another 5 years. Although
this exceeds the usual time that
a director is appointed to an
Investment Trust he remains
independent of mind and given his
skills, experience and knowledge
of the Company the directors
unanimously opined that he still had
more to oer.
Simon Baker was appointed to the
Board on 31 July 2015. The Annual
General Meeting in September 2023
represents the eighth anniversary of
his appointment. The Nomination
Committee met on 4 July 2023 and
concluded that although exceeding
the usual tenure for a Director to be
appointed to an investment trust
his passion and dedication to the
Company would be a benefit over
the next 3 years. Furthermore, the
Directors noted that Simon Baker
remained independent of mind and
able to provide the appropriate level
of challenge to portfolio managers.
Loan The Company may utilise gearing
at the director’s discretion for the
purpose of financing the Company’s
portfolio and enhancing shareholder
returns.
A revolving loan facility agreement
with Royal Bank of Scotland
International Limited of £5 million
was approved by the Board, and
the Investment Adviser has been
authorised by the Board to draw
down for investment purposes.
The Loan facility has been drawn
down to £3 million of the £5 million
facility.
Strategic Review (continued)
FOR THE YEAR ENDED 31 MARCH 2023
31
Principal Decisions
Issue How we engage Decision
Annual General Meeting In the interest of shareholder
engagement, the Board discussed
the possibility of replicating ‘hybrid’
type meeting with the opportunity
for shareholders to view the
meeting via simultaneous webcast
and ask questions.
As a result of the additional cost
and the level of take-up at the
hybrid AGM, the Board decided that
shareholders would be oered an
opportunity to attend the AGM in
person and ask questions.
Third-Party suppliers The continuance, or otherwise,
of engagement of key third-party
service providers are principal
decisions taken by the Board every
year.
The Board decided to make no
changes to its principal third party
suppliers in the period.
Geopolitical Considerations Given the war in the Ukraine the
Board has considered what impact
this may have on the Company.
The Board has discussed the
investment risks and risks in respect
of third parties and has noted that
the fund had no exposure to Russian
stocks. The Board considers that the
levels of risk within the Company
are acceptable and in line with its
investment objective.
In Summary
The structure of the Board and its various committees and the decisions it makes are underpinned by the duties
of the Directors under s172 on all matters. The Board firmly believes that the sustainable long-term success of the
Company depends upon taking into account the interests of all the Company’s key stakeholders.
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
32
Dividend Policy
The Board has not set an objective of a specific portfolio yield for the Company in relation to the year under
review and the level of such yield has historically varied with the sectors and geographical regions to which the
Company’s portfolio is exposed at any given time.
The Articles of Association of the Company allow dividends to be financed through a combination of available
net income in each financial year and the Company’s realised capital reserves and other reserves so that the
Company may, at the discretion of the Board, pay all or part of any future dividends out of this, or other,
distributable reserves of the Company.
In the meeting of the Board of directors held on 4 July 2023 the Board on the recommendation of the Audit
Committee decided that, no dividend will be paid for the year ended 31 March 2023.
Planned Life of the Company
The Company does not have a fixed life, however, the Board considers it desirable that shareholders should have
the opportunity to review the future of the Company every three years. Accordingly, an ordinary resolution
for the continuation of the Company in its current form was passed at the AGM of the Company held on 16
September 2020. The next scheduled continuation vote will be held at the 2023 AGM. If such resolution is not
passed, the directors will formulate proposals to be put to shareholders to reorganise or reconstruct the Company
or for the Company to be wound-up and the assets realised at fair value.
Discount Control
The directors believe that the ordinary shares should not trade at a significant discount to their prevailing net
asset value.
The Board uses share buy-backs to assist in diluting discount volatility and to seek to narrow the discount to net
asset value at which the Company’s shares trade over time where in normal market conditions, the Company’s
share price does not materially vary from its net asset value per share. This year shares traded at discount and the
Company bought back 328,726 ordinary shares to manage the discount.
Subscription Rights
Shareholders have an annual opportunity to subscribe for ordinary shares on the basis of one new ordinary share
for every ten ordinary shares held at 31 March of each year. The subscription price will be equal to the audited
undiluted net asset value per share being 258.43p as at 31 March 2022. The next subscription date will be 31 March
2023. A reminder will be sent to shareholders prior to the subscription date.
For and on behalf of the Board
Michael Naylor
Chairman
12 July 2023
Dividend Policy, Planned Life of the Company, Discount Control and
Subscription Rights
FOR THE YEAR ENDED 31 MARCH 2023
33
Directors
Michael Naylor
†
(Chairman of the Board and Management Engagement Committee)
Date of appointment: 3 July 2009
Is a director of SDCL Edge Corporation (SEDA: NYSE), Sun New Energy Holdings Limited, Ocior Energy and an
advisory Board member of Toronto based water technology private equity fund XPV Water Partners LLC. Michael
has an established track record of working within the investment management industry and is a member of the
Cambridge University Institute of Sustainability Leadership Governance Board.
Jaz Bains
†
(Senior Independent Director)
Date of appointment: 4 December 2018
Is the Group Risk & Investment Director for Renewable Energy Systems (RES), which he joined in 2003. On behalf
of RES he also co-manages The Renewables Infrastructure Group, which is listed on the FTSE 250. He has spent
his working life in power and electricity businesses. Prior to joining RES he worked for Midlands Electricity and
Cinergy Corporation. He has a BSc degree in Mathematics with Management Applications from Brunel University.
Simon Baker
†
(Chairman of the Audit Committee)
Date of appointment: 31 July 2015
Was a director and fund manager of Charities Ocial Investment Fund, Chief Executive and Chairman of
Tideford Organic Foods, co-founder of Windsor Investment Management and is trustee of various charity, sports
and education trusts. He was employed by Jupiter between 1994 and 2006 as director and head of the green
department. Simon brings a wealth of knowledge from his investment experience which included being the lead
manager of the Jupiter Ecology and Environmental Opportunities funds.
Baroness Bryony Worthington
†
Date of appointment: 7 September 2022
(Chairman of the Nomination Committee)
Is a cross party Peer in the House of Lords having spent a career working on conservation, energy and climate
change issues. Prior to her appointment as a Peer in 2011, Baroness Worthington worked at Friends of the Earth
on their ‘Big Ask’ campaign which successfully lobbied for the introduction of new climate change laws. She
also worked for Scottish and Southern Energy advising on sustainability. While there, she was seconded to
Government to work on climate communications and the design of the 2008 Climate Change Act. Between 2011
and 2015, Baroness Worthington served as Shadow Spokesperson for Energy and Climate Change and led on two
Energy Bills for the Shadow Ministerial Team. From 2016 to 2019 she was the Executive Director of Environmental
Defence Fund Europe. Her recent roles include co-chairing the cross party caucus Peers for the Planet and devising
grant-making strategies for the Quadrature Climate Foundation and being a Trustee for WWF-UK.
†
Members of the Audit Committee, Management Engagement Committee and Nomination Committee.
Report of the Directors & Governance
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
34
The directors present the Annual Report and
Accounts of the Company for the year ended
31 March 2023.
Results and Dividends
The Articles of Association of the Company allow
dividends to be financed through a combination
of available net income in each financial year and
the Company’s realised capital reserves and other
reserves so that the Company may, at the discretion
of the Board, pay all or part of any future dividends
out of this, or other, distributable reserves of the
Company. The ability of the Company to distribute
capital as dividends is intended to allow for the
implementation of the new dividend policy. The
Board intends to utilize capital reserves where,
without limitation, it considers it appropriate to seek
to smooth the Company’s dividend yield over the
short to medium term.
However, the Company intends to maintain a longer
term dividend that is supported by revenues arising
from the investment performance of the Company.
The financial highlights of the Company are set
out on page 4. In addition, results and reserve
movements for the year are set out in the Statement
of Comprehensive Income and Statement of
Financial Position on pages 60 and 61 and the Notes
to the Accounts on pages 64 to 79.
No dividend will be paid for the year ended 31 March
2023.
Capital Structure
Ordinary shares
As at 31 March 2023 the Company’s issued share
capital was 33,724,958 ordinary shares of 0.1p each of
which 12,617,803 were held in treasury. As a result the
total voting rights as at 31 March 2023 were 21,107,155.
All of the ordinary shares are fully paid and carry one
vote per share. The ordinary shares are listed on the
London Stock Exchange. There are no restrictions on
the holding or transfer of the ordinary shares which
are governed by the general provisions of the Articles
of the Company. During the year under review a total
of 2,567 ordinary shares were issued from treasury
and 328,726 ordinary shares were repurchased for
holding in treasury. The Company is not aware of any
agreements between shareholders that restrict the
transfer of ordinary shares.
Notifiable Interests in the Company’s Voting
Rights
In accordance with the FCA’s Disclosure and Guidance
Transparency Rules, the Company has been notified
of the following substantial interests in the ordinary
shares amounting to 3% or more of the voting rights
held in the Company as at 31 March 2023. There have
been no other changes notified to the Company in
respect of these holdings, and no other new holdings
notified, since the year end.
Shareholder
Ordinary shares
held at
31 March 2023
% of Total
voting rights at
31 March 2023
Jupiter Fund
Management* 3,601,023 10.68
Hargreaves Lansdown,
stockbrokers (are
execution only) 3,650,313 10.82
Interactive Investor
Services Nominees 2,183,128 6.47
* previously disclosed by Jupiter Asset Management Limited,
part of the Jupiter group of companies.
Subscription Rights
The Articles of Association of the Company provide
for subscription rights to be embedded within
the ordinary shares. Shareholders have an annual
opportunity to subscribe for ordinary shares on
the basis of one new ordinary share for every ten
ordinary shares held at 31 March of each year.
The subscription price will be equal to the audited
undiluted NAV per share as shown in the published
report and accounts prepared at 31 March in the
previous year. The next subscription date will be
31 March 2024. The 2023 subscription rights exercise
resulted in the sale and issuance of 13,639 ordinary
shares from treasury. As at 4 July 2023 the issued share
capital of the Company was 33,724,958 ordinary shares
of which 13,043,464 were held in treasury. As a result
the total voting rights were 20,681,494 as at that date.
Report of the Directors
FOR THE YEAR ENDED 31 MARCH 2023
35
Repurchase of Shares
Authority to Repurchase Shares
At the AGM held on 7 September 2022 shareholders
renewed the authority to buy back the Company’s
ordinary shares for cancellation or holding in treasury.
The Board are seeking to renew the Company’s buy-
back powers at the forthcoming AGM. It is believed
that these provisions provide a valuable tool in the
management of the Company’s share value against net
asset value. The current authority allows the Company
to purchase up to 14.99% of the issued ordinary
shares. Purchases would be made at the discretion
of the Board and within guidelines set from time to
time. Under the Listing Rules and the buy-back and
stabilisation regulation the maximum price for such a
buy-back cannot be more than the higher of (i) 105%
of the average middle market price for the five days
immediately preceding the date of repurchase; and (ii)
the higher of the price of the last independent trade
and the highest current independent bid.
Treasury Shares
The Board believes that the eective use of
treasury shares can assist the Company in improving
liquidity in the Company’s ordinary shares, managing
any imbalance between supply and demand and
minimizing the volatility of the discount at which the
ordinary shares trade to their net asset value for the
benefit of shareholders. It is believed that this facility
gives the Company the ability to sell ordinary shares
held in treasury quickly and cost eectively, and
provides the Company with additional flexibility in
the management of the capital base.
The Board shall have regard to current market
practice for the reissue of treasury shares by
investment trusts and the recommendations of
the Investment Adviser. The Board will make an
announcement of any change in its policy for
the reissue of ordinary shares from treasury via a
Regulatory Information Service approved by the FCA.
The Board’s current policy is that any ordinary shares
held in treasury will not be resold by the Company
at a discount to the Investment Adviser’s estimate of
the presiding net asset value per ordinary share as at
the date of issue.
Directors
The directors of the Company and their biographies
can be found on page 33. Baroness Bryony
Worthington was appointed on 7 September 2022
following the resignation of Dame Polly Courtice
on the same date. All other directors held oce
throughout the year under review. In March 2020 Jaz
Bains was appointed the additional role of Senior
Independent Director. The Senior Independent
Director serves as a sounding Board for the Chairman
and acts as an intermediary for other directors and
shareholders. The SID is responsible for:
working closely with and supporting the Chairman;
leading the annual assessment of the performance
of the Chairman;
holding meetings with the other directors without
the Chairman being present, when required;
carrying out succession planning for the
Chairman’s role;
working with the Chairman, other directors and
shareholders to resolve major issues; and
being available to shareholders and other directors
to address any concerns or issues they feel have
not been adequately dealt with through the usual
channels of communication (i.e. through the
Chairman).
Directors’ Remuneration and Interests
The Directors’ Remuneration Report and Policy
on pages 46 to 48 provides information on the
remuneration and shareholdings of the directors.
Powers of the Board
Subject to the provisions of the Companies Act
2006, the Memorandum and the Articles and to any
directions given by special resolution, the business of
the Company shall be managed by the directors who
may exercise all the powers of the Company.
These include the powers to act as the Company’s
agents, to cause the Company to enter into valid
contracts, to borrow and give security, and determine
terms and conditions under which the Company’s
shares are issued and repurchased.
Report of the Directors (continued)
Report of the Directors (continued)
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
36
Conflicts of Interest
Each director has a statutory duty to avoid a
situation where they have or might have a direct or
indirect interest which conflicts or might conflict
with the interests of the Company, unless, in terms
of the Articles of Association, the relevant conflict or
potential conflict has been authorised by the Board.
The directors have declared all potential conflicts of
interest with the Company. The register of potential
conflicts of interest is kept at the registered oce of
the Company. It is reviewed regularly by the Board
and all directors will advise the company secretary as
soon as they become aware of any potential conflicts
of interest. Directors who have potential conflicts of
interest will not take part in any discussions which
relate to any of their potential conflicts.
Directors’ and ocers’ liability insurance
During the year under review the Company
purchased and maintained liability insurance for its
directors and ocers as permitted by Section 233 of
the Companies Act 2006.
Directors and Company secretary
indemnification
The Company has indemnified its directors and
Company secretary in respect of their duties as
directors and ocers of the Company, certain civil
claims brought by third-parties and associated legal
costs to the extent that they are permitted by the
Companies (Audit, Investigations and Community
Enterprise) Act 2004.
Management of the Company
JUTM was appointed as AIFM to the Company
on 22 July 2014. JUTM subsequently delegated the
portfolio management of the Company to JAM.
JUTM and JAM are wholly owned subsidiaries of
Jupiter Fund Management PLC. Further details of the
Company’s arrangement with JUTM and JAM can be
found in Note 22 to the Accounts on page 79.
The directors have reviewed the performance and
terms of appointment of JUTM as the Company’s
AIFM. A summary of the terms of the appointment
including the notice of termination period and annual
fee is set out in Note 22 to the Accounts on page 79.
The directors believe that it is in the best interests
of all shareholders for the Company to continue
the appointment of the Investment Adviser on its
existing terms of appointment, having reviewed the
Company secretarial, accounting, fund management
and other services provided by Jupiter and having
regard to the Company’s performance against its
benchmark index during the year under review. The
directors are of the view that the portfolio should
remain under the Investment Adviser’s stewardship.
Going Concern
The financial statements have been prepared
on a going concern basis. In considering this,
the Directors took into account the Company’s
investment objective, risk management policies
and capital management policies, the diversified
portfolio of readily realisable securities which can
be used to meet short-term funding commitments
and the ability of the Company to meet all of its
liabilities and ongoing expenses. In determining the
appropriateness of the going concern basis, the
Directors considered the operational resilience and
ongoing viability of the Investment Adviser and
other key third-party suppliers. The Directors were
satisfied that all key third-party suppliers continued
to operate under business as usual functionality
and that regular monitoring of these measures was
in place. In assessing the viability of the Company,
the Directors focused on: whether the Company’s
strategic and investment objectives continue to
be achievable in the current economic climate; the
size threshold below which the Company would
be considered uneconomic or unviable; and the
Company’s performance and attractiveness to
investors in the current environment. The directors
consider that this is the appropriate basis as they
have a reasonable expectation that the Company
has adequate resources to continue in operational
existence in line with revenue forecast to 31 July
2024. The directors continue to adopt the going
concern basis of accounting in preparing the financial
statements while recognising that the Articles of the
Company require a continuation vote at every third
AGM, including this year’s AGM scheduled to be held
Report of the Directors (continued)
FOR THE YEAR ENDED 31 MARCH 2023
37
on 14 September 2023. The investment adviser and
the Company’s brokers engage with shareholders on
an ongoing basis and the Board, having taken into
account the composition of shareholders of the
Company, the results of previous continuation votes
and the ongoing demand for shares in the Company,
considers it to be likely, at this juncture, that the
Company’s continuation vote by shareholders at this
year’s AGM will be passed.
ISA Qualification
The Company currently manages its aairs so as to
be a qualifying investment trust under the Individual
Saving Account (ISA) rules. As a result, under current
UK legislation, the ordinary shares qualify for
investment via the stocks and shares component
of an ISA up to the full annual subscription limit,
currently £20,000 (2023/24) in each tax year. It is the
present intention that the Company will conduct its
aairs so as to continue to qualify for ISA products.
Bribery Prevention Policy
The provision of bribes of any nature to third-
parties in order to gain a commercial advantage is
prohibited and is a criminal oence. The Board takes
its responsibility to prevent bribery by Jupiter on its
behalf very seriously. To aid the prevention of bribery
being committed for the benefit of the Company;
Jupiter has adopted a Bribery Prevention Policy.
Jupiter will advise the Board of any changes to the
policy.
Internal Controls
In accordance with the AIC Code, the Board is
responsible for monitoring the Company’s risk
management and internal control systems and
reviewing their eectiveness, at least annually, and
report on that review in the Company’s annual
report. Internal control systems are designed to
meet the particular requirements of the Company
and to manage rather than eliminate the risks of
failure to achieve its objectives. The systems by
their very nature can provide reasonable but not
absolute assurance against material misstatement
or loss. The Board has reviewed the eectiveness
of the Company’s internal control systems including
the financial, operational and compliance controls
and risk management. These systems have been in
place for the period under review and to the date of
signing the accounts.
The Company receives services from JAM and JPMCB
relating to investment advice, global custody and
certain administration activities. JPMEL was appointed
as depository to the Company with eect from 22
July 2014. Documented contractual arrangements are
in place with JAM, JPMCB and JPMEL which define the
areas where the Company has delegated authority
to them. The directors have considered the reports
on the internal control objectives and procedures
of JAM and J.P. Morgan together with the opinion of
the service auditor for these reports which detail the
measures and the testing of the measures which are
in place to ensure the proper recording, valuation,
physical security and protection from theft of the
Company’s investments and assets and the controls
which have been established to ensure compliance
with all regulatory, statutory and fiscal obligations of
the Company.
The directors have also had regard to the procedures
for safeguarding the integrity of the computer
systems operated by Jupiter, JPMBC and JPMEL and
the key business disaster recovery plans. By way of
the procedures described above the Board reviews
the procedures in place to manage the risks to the
Company on an annual basis.
The Company does not have an internal audit
function. The Audit Committee considers whether
there is a need for an internal audit function on an
annual basis. As most of the Company’s functions are
delegated to third-party suppliers the Board does not
consider it necessary for the Company to establish
its own internal audit function.
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
38
UK Stewardship Code and the Exercise of
Voting Powers
The Company’s Investment Adviser is responsible
for voting the shares it holds on the Company’s
behalf. The Investment Adviser supports the UK
Stewardship Code as issued by the FRC, which sets
out the responsibilities of institutional shareholders
in respect of monitoring and engaging with investee
companies.
The Investment Adviser’s UK voting policies are
consistent with the UK Stewardship Code. The
Investment Adviser’s Corporate Governance & Voting
Policy can be found at www.jupiteram.com.
The Board and the Investment Adviser believe that
shareholders have a vital role in encouraging a higher
level of corporate performance and therefore adopt
a positive approach to corporate governance. The
Investment Adviser aims to act in the best interests
of all its stakeholders by engaging with companies
that they invest in, and by exercising its voting
rights with care. Not only is this commensurate with
good market practice, it goes hand in hand with
ensuring the responsible investment of its clients’
funds. Equally, companies are asked to present their
plans for maintaining social and environmental
sustainability within their business.
The Board and the Investment Adviser believe that
institutional investors should exercise their corporate
governance rights including voting at general meetings.
In order to assist in the assessment of corporate
governance and sustainability issues and contribute
to a balanced view, the Investment Adviser
subscribes to external corporate governance and
sustainability research providers but does not
routinely follow their voting recommendations.
Contentious issues are identified and, where
necessary (and where timescales permit), are
discussed with corporate governance and/or
sustainability analysts and portfolio managers, and
companies. The Investment Adviser ensures that its
policy is voted in practice and timely voting decisions
made.
From time to time resolutions will be brought to
annual general meetings by third-parties encouraging
companies to address specific environmental and/or
social concerns. In such instances, Jupiter’s corporate
governance and sustainability analysts will discuss
their views with the Investment Adviser and the
Company if appropriate. The Investment Adviser
will then vote for what it considers to be in the best
financial interests of shareholders, whilst having
regard to any specific sustainability concerns unless
otherwise directed.
Common Reporting Standards
With eect from 1 January 2016, The Organisation for
Economic Co-operation and Development (‘OECD’)
introduced new Regulations for Automatic Exchange
of Financial Account Information (the Common
Reporting Standard, ‘CRS’). HMRC enacted the CRS
in the UK through The International Tax Compliance
Regulations 2015.
These regulations require all financial institutions to
share certain information on overseas shareholders
with HMRC; this scope includes an obligation for
investment trust companies which had previously
had no such reportable accounts under the UK
FATCA regulations. Accordingly, the Company will be
required to provide information to HMRC on the tax
residencies of a number of non-UK based certificated
shareholders and corporate entities on an annual
basis. HMRC will in turn exchange this information
with tax authorities in the country in which the
shareholder may be resident for taxation purposes.
HMRC has advised that the Company will not be
required to provide such information on uncertified
holdings held through CREST. The Company has
engaged Link Group to provide such information on
certificated holdings to HMRC on an ongoing basis.
Annual General Meeting
This year’s AGM will be held on Wednesday,
14 September 2023 at 11.00 a.m. at the oces of
Jupiter Asset Management Limited, The Zig Zag
Building, 70 Victoria Street, London SWIE 6SQ.
Report of the Directors (continued)
FOR THE YEAR ENDED 31 MARCH 2023
39
Please refer to the Notice on page 90 for full details
on how to attend the meeting, how to vote and how
to communicate any questions in advance of, or at,
at the meeting.
In addition to the ordinary business to be conducted
at the meeting, the following resolutions will be
proposed.
Resolution 9: Authority to allot (ordinary
resolution)
Resolution 9 seeks authority for the directors to allot
ordinary shares up to an aggregate nominal amount
of approximately £6,894. This authority will represent
one third of the Company’s issued share capital as at
4 July 2023 (excluding treasury shares). This authority
will expire at the conclusion of the Company’s AGM
in 2024 and it is the intention of the directors to seek
renewal of this authority at that AGM. The Board
will only use this authority to allot ordinary shares
where it believes that it is in the best interests of the
Company to issue shares for cash.
Resolution 10: Continuation vote
In accordance with the Articles, the directors are
required to propose an ordinary resolution at the
forthcoming AGM (and at every third annual general
meeting thereafter) that the Company shall continue
in being as an investment trust. Accordingly, the
directors are proposing Resolution 10, which will be
proposed as an ordinary resolution.
Resolution 11: Disapplication of pre-emption rights
(special resolution)
The directors may only allot shares for cash or
sell shares held in treasury, other than by way of
oer to all existing shareholders pro rata to their
shareholdings if they are authorised to do so by
the shareholders in general meeting. This resolution
seeks authority for the directors to allot shares for
cash or sell ordinary shares held in treasury without
first oering them to existing shareholders up to a
nominal amount of £206,815. This sum represents
20,681,494 ordinary shares of 0.1p each, being
equivalent to approximately 10% of the current
issued share capital as at 4 July 2023 (excluding
treasury shares).
The directors will only use this authority in
circumstances where they consider it is in the best
interests of the Company. Shares will only be issued
at a premium to NAV at the time of issue.
Resolution 12: Authority to buy back shares (special
resolution)
Resolution 12 is seeking to renew authority to
purchase through the London Stock Exchange
ordinary shares representing 14.99% of the issued
share capital of the Company.
The decision as to whether the Company purchases
any such shares will be at the discretion of the
directors. Purchases of ordinary shares will be made
within the guidelines permitted by the UK Listing
Authority.
Any ordinary shares which are repurchased may be
held in treasury. These shares may subsequently be
cancelled or issued for cash at a premium to their net
asset value at the time of sale.
Resolution 13: Notice of General Meetings (special
resolution)
Resolution 13 is required to reflect the Shareholders
Rights Directive (the ‘Directive’). The Directive has
increased the notice period for general meetings of
the Company to 21 days. If resolution 13 is passed the
Company will be able to call all general meetings,
(other than annual general meetings), on 14 clear days’
notice. In order to be able to do so shareholders
must have approved the calling of meetings on 14
clear days’ notice. Resolution 13 seeks such renewal of
the equivalent approval given at the 2022 AGM.
The approval will be eective until the Company’s
next AGM, when it is intended that a similar
resolution will be proposed. The Company will
also need to meet the requirements for electronic
voting under the directive before it can call a general
meeting on 14 clear days’ notice.
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
40
Recommendation
The Board considers that the passing of the
resolutions being put to the Company’s AGM would
be in the best interests of the Company and its
shareholders as a whole. It therefore recommends
that shareholders vote in favour of resolutions 1 to 13,
as set out in the Notice of Annual General Meeting.
By order of the Board
Jupiter Asset Management Limited
Company Secretary
12 July 2023
Report of the Directors (continued)
FOR THE YEAR ENDED 31 MARCH 2023
41
Corporate Governance Compliance Statement
This statement, together with the Statement
of Directors’ Responsibilities on page 49 and
the statement of Internal Controls on page 37,
indicates how the Company has complied with
the recommendations of the AIC Code as issued in
February 2019.
The AIC Code addresses the Principles and Provisions
set out in the UK Corporate Governance Code (the
UK Code as issued by the Financial Reporting Council
(‘FRC’)), as well as setting out additional Provisions on
issues that are of specific relevance to the Company.
The Board considers that reporting against the
Principles and Provisions of the AIC Code, which has
been endorsed by the FRC provides more relevant
information to shareholders.
The Company has complied with the provisions of
the AIC Code, and it also complies with all UK Code
provisions with the exception of:
The tenure of the Chairman;
The role of the chief executive; and
Executive director’s remuneration
The inclusion of the Chair as part of the Audit
Committee
In 2022, the Board decided that Michael Naylor
should continue as Chairman of the Company for
another 5 years. Although this exceeds the usual time
that a director is appointed to an Investment Trust
the Directors unanimously agreed that he remains
independent of mind.
With the exception of the first and fourth bullet
points, the Board considers these provisions not
relevant to the position of the Company being an
externally managed investment Company with no
employees. The Company has not therefore reported
further in respect of these provisions.
With regards to the Audit Committee all Directors
are members due to the Board’s small size.
The AIC Code is available on the AIC website
(www.theaic.co.uk). It includes an explanation of how
the AIC Code adapts the Principles and Provisions
set out in the UK Code to make them relevant for
investment companies.
A description of the main features of the Company’s
internal control and risk management functions can
be found on pages 37 and 22 of this report.
The Board
Role of the Board
The Board receives monthly reports and meets at
least quarterly to review the overall business of
the Company and to consider matters specifically
reserved for its review. At these meetings the
Board monitors the investment performance of the
Company. The directors also review the Company’s
activities every quarter to ensure that it adheres to
its investment policy or, if appropriate, to make any
changes to that policy.
Additional ad hoc reports are received as required
and directors have access at all times to the advice
and services of the company secretary, who is
responsible for ensuring that Board procedures are
followed and that applicable rules and regulations are
complied with. The Board has adopted a schedule of
items specifically reserved for its decision.
A procedure has been adopted for the directors, in
the furtherance of their duties, to take independent
professional advice at the expense of the Company.
Composition
As at 31 March 2023 the Board comprised four non-
executive directors comprising three males and
one female, all of whom are independent of the
Investment Adviser. All directors are required to
disclose the existence of conflicts of interest at each
Board meeting.
Michael Naylor is Chairman of the Board. The
Chairman is independent of the Investment Adviser.
The Chairman has no conflicts of interest between
his interests and those of shareholders – the
Chairman is also a shareholder. Potential conflicts are
reported to the rest of the Board who consider such
conflicts and where appropriate approve them. The
Chairman is not, and has never been, an employee
of the Investment Adviser nor a professional
adviser to the Investment Adviser or the Company.
Corporate Governance
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
42
The Chairman does not serve as a director of any
other investment companies managed by Jupiter.
Tenure and succession planning
The Board is mindful of the AIC and UK Corporate
Governance Codes in relation to the tenure of
directors (including the Chairman) however it is the
Board’s policy that it does not consider it appropriate
that directors should be appointed for a specific term.
The Nomination Committee undertakes an annual
evaluation of the composition of the Board and its
committees taking into account the requirements
of the AIC Code. Appropriate recommendations will
then be made to the Board in respect of the need
to refresh the composition of the Board and its
committees.
As part of its annual evaluation process, and in
accordance with good corporate governance
practice, the Board considers the length of tenure of
all directors.
In 2022, the Board decided that Michael Naylor
should continue as Chairman of the Company for
another 5 years. Although this exceeds the usual
time that a director is appointed to an Investment
Trust he remains independent of mind and given his
skills, experience and knowledge of the Company the
directors unanimously opined that he still had more
to oer.
Simon Baker was appointed to the Board on 31 July
2015. The Annual General Meeting in September 2023
represents the eighth anniversary of his appointment.
The Nomination Committee met on 4 July 2023 and
concluded that although exceeding the usual tenure
for a Director to be appointed to an investment trust
his passion and dedication to the Company would
be a benefit over the next 3 years. Furthermore,
the Directors noted that Simon Baker remained
independent of mind and able to provide the
appropriate level of challenge to portfolio managers.
Diversity
It is seen as a prerequisite that each member of
the Board must have the skills, experience and
character that will enable them to contribute to
the eectiveness of the Board and the success of
the Company. Subject to that overriding principle,
diversity of experience and approach, including
gender diversity, amongst Board members is of great
value, and it is the Board’s policy to give careful
consideration to overall Board balance and diversity
when considering the tenure of directors, in any
decisions to refresh the Board and in making new
appointments to the Board.
In 2022, the FCA published new rules to encourage
companies to be more transparent about the
ethnic and gender diversity of their Boards. As at
31 March 2023 the Board consisted of three male and
one female director, with one of them also being
ethnically diverse. The Board does not currently
comply with the guideline of women being 40% of
Directors, or for a woman to have a senior position.
This is due to its small size and also the relatively
recent appointment of Dame Bryony Worthington,
however, these aspects are kept in mind when the
Directors consider any changes to the composition
of the Board.
Board Members Gender Ethnicity
Female Male White British Asian/Asian British
% of Board 25% 75% 75% 25%
Re-election of directors
It is the Company’s policy for all Directors to stand
for re-election annually, as recommended by the AIC
Code.
The Board, having considered the individual
contribution and skills of each of its members, is
recommending that all Directors be re-elected, at the
forthcoming AGM.
Induction and Training
The Company secretary provides directors with
induction training on appointment. Although no
formal training in corporate governance is given
to directors, the directors are kept up-to-date on
statutory, regulatory and corporate governance issues
through bulletins and training materials provided
from time to time by the Company secretary.
Corporate Governance (continued)
FOR THE YEAR ENDED 31 MARCH 2023
43
Directors are also encouraged to attend industry
events including those specific to investment trusts.
Performance Evaluation
The Board has not arranged an externally facilitated
evaluation during this period, although this is
considered by the Board on a regular basis. The
independent non-executive directors undertake
on, an annual basis, an appraisal in relation to their
oversight and monitoring of the performance of the
investment adviser and other key service providers.
In addition the directors undertake, on an annual
basis, a written assessment of the evaluation of the
Board, its committees and individual Directors by
completion of a formal evaluation questionnaire. The
SID also leads a formal evaluation of the performance
of the Chairman.
Board Committees
Audit Committee
The Board has established an Audit Committee
which, given the size of the Board, consists of the
entire Board. Simon Baker is Chairman of the Audit
Committee. The Report of the Audit Committee can
be found on page 44.
Management Engagement Committee
The Board has established a Management
Engagement Committee which consists of the
entire Board. Michael Naylor is Chairman of the
Management Engagement Committee. The function
of this Committee is to ensure that the Investment
Adviser complies with the terms of the investment
management agreement and that the provisions
of the investment management agreement follow
industry practice and remain competitive and in the
best interests of shareholders.
Nomination Committee
The Board has established a Nomination Committee
which, given the size of the Board, consists of the
entire Board. Baroness Bryony Worthington was
appointed as the Chairman of the Nomination
Committee with eect from 7 September 2022.
The function of this Committee is to evaluate the
appointment of additional or replacement directors
against the requirements of the Company’s business
and the need to have a balanced Board. The
Nomination Committee considers job specifications
and assesses whether candidates have the necessary
skills and time available to devote to the Company’s
business. All newly appointed directors receive any
necessary training and induction.
Following due consideration and taking into account
the size, nature and complexity of the Company,
the Board has determined that it will not establish a
Remuneration Committee at this time; this function
is performed by the Board.
Terms of Reference of all Board committees are
published on the Company’s website www.jupiteram.
com/JGC.
Directors’ Attendance at Meetings
Board
Audit
Committee
Management
Engagement
Committee
Nomination
Committee
M Naylor
4/4 2/2 1/1 1/1
S Baker 4/4 2/2 1/1 1/1
J Bains 4/4 2/2 1/1 1/1
Dame P Courtice*
3/4 1/2 1/1 1/1
Baroness Bryony Worthington**
3/4 1/2 0/1 0/1
* Resigned 7 September 2022.
** Appointed 7 September 2022.
For and on behalf of the Board
Michael Naylor
Chairman
12 July 2023
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
44
The Audit Committee meets at least annually to
consider the financial reporting by the Company, the
internal controls and relations with the Company’s
external auditors. In addition, it reviews the
independence and objectivity of the auditors and
the eectiveness of the audit process, the quality of
the audit engagement partner and the audit team
and consider the reappointment of the auditors.
It will also provide an opinion as to whether the
Annual Report, taken as a whole, is fair, balanced
and understandable and provides the information
necessary for shareholders to assess the Company’s
performance, business model and strategy.
During the course of the year, representatives of
the AIFM, Investment Adviser and other third-party
service providers are invited to attend meetings of
the committee to report on issues as required.
The Company does not have an internal audit
function as most of its day to day operations are
delegated to professional third-parties.
The committee also reviews the Company’s
compliance with the AIC Code.
Composition
The Audit Committee consists of the entire Board.
Simon Baker is Chairman of the Audit Committee.
All the committee members are independent non-
executive directors. The Committee has direct access
to Ernst & Young LLP (‘EY’), the Heads of Internal
Audit, Risk and Compliance of the Investment
Adviser and to its group audit committee and reports
its findings to the Board. The Board retains ultimate
responsibility for all aspects relating to external
financial statements and other significant published
financial information.
Independent Auditors and Audit
The Company’s current independent auditor EY,
was appointed by the Board on 4 September 2018.
As part of its review of the continuing appointment
of the auditor, the Audit Committee considers the
length of tenure of the audit firm, review of the
results of the FRC’s report on findings from review
of audit quality, its fees and independence from the
AIFM, the Investment Adviser along with any matters
raised during each audit.
The fees paid to EY in respect of audit services are
disclosed in Note 5 of the notes to the accounts
on page 67. The Company’s year ended 31 March
2023 is the current audit partner’s first of a five year
maximum term.
Significant Accounting Matters
During its review of the Company’s accounts for the
year ended 31 March 2023, the Audit Committee
considered the following significant issues, including
the consideration of principal and emerging risks and
uncertainties in light of the Company’s activities,
COVID-19 and issues communicated by the auditors
during their review, all of which were satisfactorily
addressed:
Issue considered How the issue was addressed
Valuation of the investment portfolio Review of reports from the Investment Adviser and
custodian
Receipt of dividend income Review of income received as detailed in the monthly
revenue forecast report from the Investment Adviser.
Special dividends received are assessed as a repayment
of capital or as revenue depending on the facts of each
particular case
Compliance with section 1158 of the Corporation Tax
Act 2010
Review of portfolio holdings reports and revenue
forecasts to ensure compliance criteria is met
Calculation of management fees Consideration of methodology used to calculate fees,
matched against the criteria set out in the investment
management agreement
Statement of going concern Review of the investment portfolio, risks and
uncertainties, projected cash flow and forecast revenue
Report of the Audit Committee
FOR THE YEAR ENDED 31 MARCH 2023
45
Auditor Eectiveness & Independence
Auditor eectiveness is assessed by means of the
auditors’ direct engagement with the committee at
Audit Committee meetings and also by reference
to feedback from the AIFM. Investment Adviser and
its employees who have direct dealings with the
auditors during the annual audit of the Company.
The Audit Committee concluded that the auditors
continue to be independent of the Company and
the Investment Adviser and that their reappointment
be proposed at the 2023 Annual General Meeting.
Non-Audit Services
The revised FRC Ethical Standard, eective from
15 March 2020, limits the non-audit services that can
be provided by the Auditors.
The Committee ensures the Auditors’ objectivity and
independence are safeguarded by adopting a policy
that all non-audit services are subject to its approval.
No fee for such services was payable to the Auditors
for the year under review and no services were
undertaken (2022: £Nil).
Statement in Respect of the Annual Report &
Accounts
Having taken all available information into
consideration, and having discussed the content
of the Annual Report & Accounts with the AIFM,
Investment Adviser, Company secretary and other
third-party service providers, the Audit Committee
has concluded that the Annual Report & Accounts
for the year ended 31 March 2023, taken as a whole,
is fair, balanced and understandable and provides
the information necessary for shareholders to assess
the Company’s position, income and performance,
business model and strategy, and has reported on
these findings to the Board.
For and on behalf of the Audit Committee.
Simon Baker
Chairman of the Audit Committee
12 July 2023
Report of the Audit Committee (continued)
Report of the Audit Committee (continued)
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
46
Introduction
The Board is pleased to present the Company’s annual
remuneration report for the year ended 31 March
2023 in accordance with Schedule 8 of The Large and
Medium-sized Companies and Groups (Accounts and
Reports) (Amendment) regulations 2013.
The law requires the Company’s auditors to audit
certain of the disclosures provided. Where disclosures
have been audited, they are indicated as such. The
independent auditors’ opinion is included in their
report on pages 51 to 59.
Statement by the Chairman
The Board’s policy on remuneration is set out below.
It must be noted that it is essential that fees payable
to directors should reflect the time spent on the
Company’s aairs. They should also be competitive
enough to attract and retain highly skilled individuals
who possess the requisite knowledge and experience
for the position.
The directors of the Company are non-executive
and by way of remuneration receive an annual fee,
payable quarterly in arrears.
During the year to 31 March 2023, directors’ fees were
as follows:
Chairman of the Board £30,000
Chairman of the Audit Committee £27,000
Director £25,000
Details of the total emoluments paid to directors for
the years ended 31 March 2022 and 31 March 2023 are
provided in the Annual Report on Remuneration.
The Company does not award any other remuneration
or benefits to the Chairman or directors. There are
no bonus schemes, pension schemes, or long-term
incentive schemes in place for the directors.
Directors’ Remuneration Policy
The remuneration policy of the Company was
approved by shareholders at the AGM held on
1 September 2021. At that meeting 99.78% of votes
received were in favour, 0.21% were against and 2,017
votes were withheld.
The current remuneration policy as set out below
will apply until 1 September 2024 (being three years
from the date of shareholder approval of the policy)
unless renewed, varied or revoked by shareholders at
a general meeting.
In accordance with Schedule 8 of the Large and
Medium-sized Companies and Groups (Accounts and
Reports) (Amendment) Regulations 2013, the directors
are required to propose a remuneration policy to
shareholders that will remain in place for a maximum
of three years.
The Company’s remuneration policy is that fees
payable to directors are commensurate with the
amount of time directors are expected to spend on
the Company’s aairs, whilst seeking to ensure that
fees are set at an appropriate level so as to enable
candidates of a sucient calibre to be recruited. The
Company’s Articles states the maximum aggregate
amount of fees that can be paid to directors in any
one year. This is currently set at £150,000 per annum
and shareholder approval is required for any changes
to this.
Each director is entitled to a base fee; the Chairman
of the Board is paid a higher fee than the other
directors, to reflect the additional work required to
be carried out in this role. The Chairman of the Audit
Committee receives a higher fee on the same basis.
The Board has not established a Remuneration
Committee and any review of the directors’ fees is
undertaken by the Board as whole and has regard to
the level of fees paid to non-executive directors of
other investment companies of equivalent size.
Directors’ Service Contracts
No director has a contract of service with the
Company. Accordingly, the directors are not entitled
to any compensation in the event of termination of
their appointment or loss of oce, other than the
payment of any outstanding fees.
The Board is authorised to obtain, at the Company’s
expense, outside legal or other professional advice
on any matters within its Terms of Reference. The
Board did not seek external advice during the year
under review.
Directors’ Remuneration Report and Policy
FOR THE YEAR ENDED 31 MARCH 2023
47
The Board does not consider it appropriate that
directors should be appointed for a specific term.
All directors are subject to annual re-election. Any
new director appointed would be subject to election
by shareholders at the next AGM following their
appointment.
The terms and conditions of directors’ appointments
are set out in formal letters of appointment.
Director
Date of
Appointment
Due date for
Re-election
Michael Naylor 3 July 2009 Annually
Simon Baker 31 July 2015 Annually
Jaz Bains 4 December 2018 Annually
Bryony Worthington 7 September 2022 Annually
Annual Report on Remuneration (audited)
A single figure for the total remuneration of each
director is set out in the table below for the year
ended 31 March 2023 and 31 March 2022 respectively:
Director
Fees
£
Taxable
Expenses
£
Total
remuneration for
the year ended
31 March 2023
£
Fees
£
Taxable
Expenses
£
Total
remuneration for
the year ended
31 March 2022
£
Michael Naylor
1
30,000 – 30,000 30,000 – 30,000
Simon Baker
2
27,000 – 27,000 27,000 – 27,000
Jaz Bains 25,000 – 25,000 25,000 – 25,000
Bryony Worthington
3
14,080 – 14,080 – – –
Dame Polly Courtice
4
10,920 – 10,920 25,000 – 25,000
Total 107,000 – 107,000 107,000 – 107,000
1 Chairman of the Board.
2 Chairman of the Audit Committee.
3 Appointed 7 September 2022.
4 Resigned 7 September 2022.
Annual percentage change in remuneration of
directors
The table to the right is a disclosure under The
Companies (Directors’ Remuneration Policy and
Directors’ Remuneration Report) Regulations 2019
and sets out the annual percentage change in each
director’s remuneration received in the financial year
ended 31 March 2023 compared to the financial year
ended 31 March 2022.
Director
2023
Total fees
% change
2022
Total fees
% change
2021
Total fees
% change
Michael Naylor – – –
Simon Baker – – –
Jaz Bains – – –
Bryony Worthington 100 – –
Polly Courtice (56) – –
Statement of voting at the last AGM
The following sets out the votes received at the AGM of the shareholders of the Company, held on 7 September
2022, in respect of the approval of the Directors’ Remuneration Report.
Votes cast for Votes cast against Total
votes
cast
Number
of votes
withheldNumber % Number %
1,277,703 98.42 20,534 1.58 1,314,888 16,651
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
48
Directors’ Interests
The directors who held oce at the end of the
year covered by these accounts and their beneficial
interests in the ordinary shares at 31 March 2023 are
shown in the table below.
Directors’ interest in ordinary shares (audited)
31 March
2023
31 March
2022
Michael Naylor 18,070 18,070
Simon Baker 14,075 9,075
Jaz Bains 2,000 2,000
Bryony Worthington 2,498 –
There has been no change since the year-end.
There are no requirements for directors to own
shares. All such holdings are subject to the disclosure
obligations set out in the Listing Rules of the UK
Listing Authority.
The directors’ interests in contractual arrangements
with the Company are as detailed in note 22 to the
Accounts on page 79. Subject to these exceptions,
no director was a party to or had any interest in any
contract or arrangement with the Company at any
time during the year or subsequently.
Performance to 31 March 2023
The graph below shows the Company’s share price performance compared with the movement of the MSCI
World Small Cap Index, expressed in sterling.
10 Year performance graph
On behalf of the Board and in accordance with Part
2 of Schedule 8 of the Large and Medium-sized
Companies and Groups (Accounts and Reports)
(Amendment) Regulations 2013, I confirm that
the Directors’ Remuneration Report and Policy
summarises, for the year ended 31 March 2023, the
review undertaken and the decisions made regarding
the fees paid to the Board, and the future
remuneration policy of the Company which is to be
approved by shareholders.
By order of the Board
Michael Naylor
Chairman
12 July 2023
01/03/2013
01/07/2013
01/11/2013
01/03/2014
01/07/2014
01/11/2014
01/03/2015
01/07/2015
01/11/2015
01/03/2016
01/07/2016
01/11/2016
01/03/2017
01/07/2017
01/11/2017
01/03/2018
01/07/2018
01/11/2018
01/03/2019
01/07/2019
01/11/2019
01/03/2020
01/07/2020
01/11/2020
01/03/2021
01/07/2021
01/11/2021
01/03/2022
01/07/2022
01/11/2022
01/03/2023
Green IT NAV
Green IT Composite Benchmark Green IT Share Price
-50
0
50
100
150
200
250
300
350
400
Directors’ Remuneration Report and Policy (continued)
FOR THE YEAR ENDED 31 MARCH 2023
49
The Directors are responsible for preparing the
Annual Report and financial statements in accordance
with UK adopted International Accounting standards.
Under Company law the Directors must not approve
the financial statements unless they are satisfied that
they give a true and fair view of the state of aairs
of the Company and of the return or loss of the
Company for that period.
In preparing those financial statements, the Directors
are required to:
(a) select suitable accounting policies in accordance
with UK adopted International Accounting
standards 8 Accounting Policies, Changes in
Accounting Estimates and Errors and then apply
them consistently;
(b) present information, including accounting policies,
in a manner that provides relevant, reliable,
comparable and understandable information;
(c) provide additional disclosures when compliance
with the specific requirements in UK adopted
International Accounting standards is insucient
to enable users to understand the impact
of particular transactions, other events and
conditions on the entity’s financial position and
financial performance;
(d) state that the Company has complied with UK
adopted International Accounting standards
subject to any material departures disclosed and
explained in the financial statements; and
(e) make judgements and estimates that are
reasonable and prudent.
The Directors are responsible for the maintenance
and integrity of the corporate and financial
information included on the Company’s website
www.jupiteram.com/JGC. The work carried out
by the auditors does not include consideration of
the maintenance and integrity of the website and
accordingly the auditors accept no responsibility
for any changes that have occurred to the financial
statements when they are presented on the website.
The financial statements are published on
www.jupiteram.com/JGC, which is a website
maintained by Jupiter Asset Management Limited.
Visitors to the website need to be aware that
legislation in the United Kingdom governing the
preparation and dissemination of financial statements
may dier from legislation in other jurisdictions.
The Directors are responsible for keeping adequate
accounting records that are sucient to show and
explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position
of the Company and enable them to ensure that the
financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding
the assets of the Company and hence for taking
reasonable steps for the prevention and detection of
fraud and other irregularities.
Under applicable law and regulations, the Directors
are also responsible for preparing a Strategic Report,
Directors’ Report, Directors’ Remuneration Report
and Statement of Corporate Governance that
comply with that law and those regulations.
Each of the Directors, who are listed on page 33 of
this report, confirm to the best of their knowledge
that:
(a) the financial statements, prepared in accordance
with UK adopted International Accounting
standards, give a true and fair view of the assets,
liabilities, financial position and profit or loss of
the Company;
(b) the report includes a fair view of the development
and performance of the business and the position
of the Company together with a description of
the principal and emerging risks and uncertainties
that the Company faces; and
(c) in their opinion, the Annual Report and
Accounts taken as a whole, is fair, balanced and
understandable and it provides the information
necessary to assess the Company’s performance,
business model and strategy.
Statement of Directors’ Responsibilities
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
50
So far as each Director is aware at the time the report
is approved:
(a) there is no relevant audit information of which the
Company’s Auditors are unaware; and
(b) the Directors have taken all steps required of a
Company director to make themselves aware of
any relevant audit information and to establish
that the Company’s Auditors are aware of that
information.
By order of the Board
Michael Naylor
Chairman
12 July 2023
Statement of Directors’ Responsibilities (continued)
Statement of Directors’ Responsibilities (continued)
FOR THE YEAR ENDED 31 MARCH 2023
51
To the Members of Jupiter Green Investment Trust PLC
Opinion
We have audited the financial statements of Jupiter
Green Investment Trust plc for the year ended
31 March 2023 which comprise the Statement of
Comprehensive Income, the Statement of Financial
Position, the Statement of Cash Flows, the Statement
of Changes in Equity and the related notes 1 to
24, including a summary of significant accounting
policies. The financial reporting framework that has
been applied in their preparation is applicable law
and UK adopted international accounting standards.
In our opinion, the financial statements:
give a true and fair view of the company’s aairs
as at 31 March 2023 and of its loss for the year
then ended;
have been properly prepared in accordance with
UK adopted international accounting standards;
and
have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities
under those standards are further described in
the Auditor’s responsibilities for the audit of the
financial statements section of our report. We are
independent of the company in accordance with
the ethical requirements that are relevant to our
audit of the financial statements in the UK, including
the FRC’s Ethical Standard as applied to listed public
interest entities, and we have fulfilled our other
ethical responsibilities in accordance with these
requirements.
We believe that the audit evidence we have obtained
is sucient and appropriate to provide a basis for our
opinion.
Conclusions relating to going concern
In auditing the financial statements, we have
concluded that the directors’ use of the going
concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation
of the directors’ assessment of the company’s ability
to continue to adopt the going concern basis of
accounting included:
We confirmed our understanding of the
Company’s going concern assessment process and
engaged with the Directors and the Company
Secretary to determine if all key factors that we
have become aware of were considered in their
assessment.
We inspected the Directors’ assessment of going
concern, including the revenue forecast, for the
period to 31 July 2024 which is at least twelve
months from the date the financial statements
were authorised for issue. In preparing the
revenue forecast, the Company has concluded
that it is able to continue to meet its ongoing
costs as they fall due.
We reviewed the factors and assumptions,
including the impact of the current economic
environment as applied to the revenue forecast
and the liquidity assessment of the investments.
We considered the appropriateness of the
methods used to calculate the revenue forecast
and the liquidity assessment and determined,
through testing of the methodology and
calculations, that the methods, inputs and
assumptions utilised were appropriate to be able
to make an assessment for the Company.
Assessed the risk of breaching the debt
covenants as a result of a reduction in the value
of the Company’s portfolio. We calculated the
Company’s compliance with debt covenants, and
we performed reverse stress testing in order to
identify what factors would lead to the Company
breaching the financial covenants.
Independent Auditors’ Report
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
52
We considered the mitigating factors included in
the revenue forecasts and covenant calculations
that are within the control of the Company.
We reviewed the Company’s assessment of the
liquidity of the investments held and evaluated
the Company’s ability to sell those investments
in order to cover working capital requirements
should revenue decline significantly.
In respect of the continuation vote to be held
at the AGM in 2023, we reviewed analysis of the
shareholder base; voting results of previous AGMs
to establish voting patterns; and obtained views
from the Company’s shareholders and brokers on
their assessment of expected voting intentions, to
ascertain the likely outcome of the vote.
We reviewed the Company’s going concern
disclosures included in the annual report in
order to assess whether the disclosures were
appropriate and in conformity with the reporting
standards.
Based on the work we have performed, we have
not identified any material uncertainties relating to
events or conditions that, individually or collectively,
may cast significant doubt on the company’s ability
to continue as a going concern for a period to 31 July
2024.
Our responsibilities and the responsibilities of the
directors with respect to going concern are described
in the relevant sections of this report. However,
because not all future events or conditions can be
predicted, this statement is not a guarantee as to the
company’s ability to continue as a going concern.
Overview of our audit approach
Key audit matters Risk of incomplete or inaccurate revenue recognition, including the classification of
special dividends as revenue or capital items in the Statement of Comprehensive
Income.
Risk of incorrect valuation or ownership of the investment portfolio.
Materiality
Overall materiality of £0.55m which represents 1% of shareholders’ funds.
An overview of the scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of
materiality and our allocation of performance
materiality determine our audit scope for the
company. This enables us to form an opinion on
the financial statements. We take into account size,
risk profile, the organisation of the company and
eectiveness of controls, the potential impact of
climate and changes in the business environment
when assessing the level of work to be performed.
Climate change
Stakeholders are increasingly interested in how
climate change will impact the Company. The
Company has determined that the most significant
future impacts from climate change on its operations
will be from how climate change could aect the
Company’s investments and overall investment
process. These are explained on page 22 in the
principal and emerging risks and uncertainties.
All of these disclosures form part of the “Other
information,” rather than the audited financial
statements. Our procedures on these unaudited
disclosures therefore consisted solely of considering
whether they are materially inconsistent with the
financial statements or our knowledge obtained in
Independent Auditors’ Report (continued)
Independent Auditors’ Report (continued)
FOR THE YEAR ENDED 31 MARCH 2023
53
the course of the audit or otherwise appear to be
materially misstated, in line with our responsibilities
on “Other information”.
In planning and performing our audit we assessed
the potential impacts of climate change on the
Company’s business and any consequential material
impact on its financial statements.
The Company has explained in Note 1 how they
have reflected the impact of climate change in
their financial statements and concluded that there
was no further impact of climate change to be
taken into account as the investments are valued
based on market pricing as required by UK-adopted
international accounting standards. The Company
has no greenhouse gas emissions as it outsources its
operations to third parties and neither owns physical
assets or has employees of its own.
Our audit eort in considering climate change
was focused on the adequacy of the Company’s
disclosures in the financial statements as set out
in Note 1 and conclusion that there was no further
impact of climate change to be taken into account as
the investments are valued based on market pricing
as required by UK-adopted international accounting
standard. We also challenged the Directors’
considerations of climate change in their assessment
of viability and associated disclosures. As part of this
evaluation, we performed our own risk assessment
to determine the risks of material misstatement in
the financial statements from climate change which
needed to be considered in our audit.
We also challenged the Directors’ considerations
of climate change risks in their assessment of going
concern and viability and associated disclosures.
Where considerations of climate change were
relevant to our assessment of going concern, these
are described above.
Based on our work we have not identified the impact
of climate change on the financial statements to be a
key audit matter or to impact a key audit matter.
Key audit matters
Key audit matters are those matters that, in our
professional judgement, were of most significance in
our audit of the financial statements of the current
period and include the most significant assessed
risks of material misstatement (whether or not due
to fraud) that we identified. These matters included
those which had the greatest eect on: the overall
audit strategy, the allocation of resources in the
audit; and directing the eorts of the engagement
team. These matters were addressed in the context
of our audit of the financial statements as a whole,
and in our opinion thereon, and we do not provide a
separate opinion on these matters.
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
54
Risk Our response to the risk Key observations communicated to
the Audit Committee
Incomplete or inaccurate revenue
recognition, including the
classification of special dividends
as revenue or capital items in the
Statement of Comprehensive
Income (as described on page 44 in
the Report of the Audit Committee
and as per the accounting policy set
out on page 64).
The total revenue for the year to
31 March 2023 was £0.76m (2022:
£0.69m), consisting primarily of
dividend income from quoted
equity investments.
The investment income receivable
by the Company during the year
directly aects the Company’s
revenue return. There is a risk
of incomplete or inaccurate
recognition of revenue through
the failure to recognise proper
income entitlements or to apply an
appropriate accounting treatment.
In addition to the above, the
Directors may be required to
exercise judgement in determining
whether income receivable in the
form of special dividends should be
classified as ‘revenue’ or ‘capital’ in
the Statement of Comprehensive
Income.
We have performed the following
procedures:
We obtained an understanding
of the processes and controls
surrounding revenue recognition
including the classification of
special dividends by performing
walkthrough procedures.
For all dividends received, we
recalculated the dividend income
by multiplying the investment
holdings at the ex-dividend date,
traced from the accounting records,
by the dividend per share, which
was agreed to an independent data
vendor. For a sample of dividends
received, we agreed amounts to
bank statements and agreed the
exchange rates used to an external
source.
For all dividends accrued, we
reviewed the investee company
announcement to assess whether
the dividend obligation arose prior
to 31 March 2023.
To test completeness of recorded
income, we tested that expected
dividends for each investee
company had been recorded as
income with reference to investee
company announcements obtained
from an independent data vendor.
The results of our procedures
identified no material misstatement
in relation to incomplete or
inaccurate revenue recognition,
including incorrect classification
of special dividends as revenue or
capital items in the Statement of
Comprehensive Income.
Independent Auditors’ Report (continued)
FOR THE YEAR ENDED 31 MARCH 2023
55
Risk Our response to the risk Key observations communicated to
the Audit Committee
For all investments held during
the year, we reviewed the type of
dividends paid with reference to
an external data source to identify
those which were ‘special’. We
identified two special dividends
amounting to £0.02m, were received
during the year. We have tested
both special dividends, by assessing
the appropriateness of classification
as revenue or capital by reviewing
the underlying rational of the
distribution.
Incorrect valuation or ownership
of the investment portfolio (as
described on page 44 in the Report
of the Audit Committee and as per
the accounting policy set out on
page 64).
The valuation of the investment
portfolio at 31 March 2023 was
£55.00m (2022: £53.78m) consisting
of listed investments.
The valuation of the investments
held in the investment portfolio
is the key driver of the Company’s
net asset value and total return.
Incorrect investment pricing, or a
failure to maintain proper legal title
of the assets held by the Company
could have a significant impact on
the portfolio valuation and the
return generated for shareholders.
The fair value of listed investments
is determined using quoted market
bid prices at close of business on
the reporting date.
We performed the following
procedures:
We obtained an understanding
of the processes and controls
surrounding investment valuation
and legal title by performing
walkthrough procedures.
For all investments in the portfolio,
we compared the market prices
and exchange rates applied to
an independent pricing vendor
and recalculated the investment
valuations as at the year end.
We inspected the stale pricing
reports produced by the
Administrator at the year-end
to identify prices that have not
changed and verified whether
the listed price is a valid fair value
through review of trading activity.
We compared the Company’s
investment holdings at 31 March
2023 to an independent
confirmation received directly from
the Company’s Custodian.
The results of our procedures
identified no material misstatement
in relation to incorrect valuation
or ownership of the investment
portfolio.
There have been no changes to the areas of audit focus raised in the above risk table from the prior year.
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
56
Our application of materiality
We apply the concept of materiality in planning and
performing the audit, in evaluating the eect of
identified misstatements on the audit and in forming
our audit opinion.
Materiality
The magnitude of an omission or misstatement
that, individually or in the aggregate, could
reasonably be expected to influence the economic
decisions of the users of the financial statements.
Materiality provides a basis for determining the
nature and extent of our audit procedures.
We determined materiality for the company to
be £0.55m (2022: £0.55m), which is 1% (2022: 1%) of
shareholders’ funds. We believe that shareholders’
funds provides us with Materiality aligned to the key
measurement of the Company’s performance.
Performance materiality
The application of materiality at the individual
account or balance level. It is set at an amount to
reduce to an appropriately low level the probability
that the aggregate of uncorrected and undetected
misstatements exceeds materiality.
On the basis of our risk assessments, together with
our assessment of the company’s overall control
environment, our judgement was that performance
materiality was 75% (2022: 75%) of our planning
materiality, namely £0.41m (2022: £0.42m). We have
set performance materiality at this percentage due
to our past experience of the audit that indicates
a lower risk of misstatements, both corrected and
uncorrected.
Given the importance of the distinction between
revenue and capital for investment trusts, we have
also applied a separate testing threshold for the
revenue column of the Statement of Comprehensive
Income of £0.03m (2022: £0.03m) being our reporting
threshold.
Reporting threshold
An amount below which identified misstatements
are considered as being clearly trivial.
We agreed with the Audit Committee that we would
report to them all uncorrected audit dierences in
excess of £0.03m (2022: £0.03m), which is set at 5% of
planning materiality, as well as dierences below that
threshold that, in our view, warranted reporting on
qualitative grounds.
We evaluate any uncorrected misstatements against
both the quantitative measures of materiality
discussed above and in light of other relevant
qualitative considerations in forming our opinion.
Other information
The other information comprises the information
included in the annual report other than the financial
statements and our auditor’s report thereon. The
directors are responsible for the other information
within the annual report.
Our opinion on the financial statements does not
cover the other information and, except to the
extent otherwise explicitly stated in this report, we
do not express any form of assurance conclusion
thereon.
Our responsibility is to read the other information
and, in doing so, consider whether the other
information is materially inconsistent with the
financial statements or our knowledge obtained in
the course of the audit or otherwise appears to be
materially misstated. If we identify such material
inconsistencies or apparent material misstatements,
we are required to determine whether this gives
rise to a material misstatement in the financial
statements themselves. If, based on the work we
have performed, we conclude that there is a material
misstatement of the other information, we are
required to report that fact.
We have nothing to report in this regard.
Independent Auditors’ Report (continued)
FOR THE YEAR ENDED 31 MARCH 2023
57
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion the part of the directors’ remuneration
report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the
course of the audit:
the information given in the strategic report and
the directors’ report for the financial year for
which the financial statements are prepared is
consistent with the financial statements; and
the strategic report and directors’ report have
been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by
exception
In the light of the knowledge and understanding of
the company and its environment obtained in the
course of the audit, we have not identified material
misstatements in the strategic report or directors’
report.
We have nothing to report in respect of the
following matters in relation to which the Companies
Act 2006 requires us to report to you if, in our
opinion:
adequate accounting records have not been kept,
or returns adequate for our audit have not been
received from branches not visited by us; or
the financial statements and the part of the
Directors’ Remuneration Report to be audited are
not in agreement with the accounting records and
returns; or
certain disclosures of directors’ remuneration
specified by law are not made; or
we have not received all the information and
explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the directors’
responsibilities statement set out on page 49, the
directors are responsible for the preparation of the
financial statements and for being satisfied that they
give a true and fair view, and for such internal control
as the directors determine is necessary to enable the
preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors
are responsible for assessing the company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the directors
either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do
so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due
to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of
these financial statements.
Explanation as to what extent the audit was
considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect irregularities, including fraud. The
risk of not detecting a material misstatement due
to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate
concealment by, for example, forgery or intentional
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
58
misrepresentations, or through collusion. The extent
to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
However, the primary responsibility for the
prevention and detection of fraud rests with both
those charged with governance of the company and
management.
We obtained an understanding of the legal
and regulatory frameworks that are applicable
to the Company and determined that the
most significant are UK-adopted international
accounting standards, the Companies Act 2006,
the Listing Rules, the UK Corporate Governance
Code, the Association of Investment Companies
Code and Statement of Recommended Practice,
Section 1158 of the Corporation Tax Act 2010
and The Companies (Miscellaneous Reporting)
Regulations 2018.
We understood how Jupiter Green Investment
Trust plc is complying with those frameworks
through discussions with the Audit Committee
and Company Secretary and review of the board
minutes and the Company’s documented policies
and procedures.
We assessed the susceptibility of the company’s
financial statements to material misstatement,
including how fraud might occur by considering
the key risks impacting the financial statements.
We identified a fraud risk with respect to the
incomplete or inaccurate revenue recognition
through incorrect classification of special
dividends as revenue or capital items in the
Statement of Comprehensive Income. Further
discussion of our approach is set out in the
section on key audit matters above.
Based on this understanding we designed our
audit procedures to identify non-compliance
with such laws and regulations. Our procedures
involved review of the Company Secretary’s
reporting to the Directors with respect to the
application of the documented policies and
procedures and review of the financial statements
to ensure compliance with the reporting
requirements of the Company.
A further description of our responsibilities for
the audit of the financial statements is located
on the Financial Reporting Council’s website at
https://www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
Independent Auditors’ Report (continued)
FOR THE YEAR ENDED 31 MARCH 2023
59
Other matters we are required to address
Following the recommendation from the audit
committee, we were appointed by the Company
on 4 September 2018 to audit the financial
statements for the year ending 31 March 2019 and
subsequent financial periods.
The period of total uninterrupted engagement
including previous renewals and reappointments is 5
years, covering the years ending 31 March 2019 to 31
March 2023.
The non-audit services prohibited by the FRC’s
Ethical Standard were not provided to the
company and we remain independent of the
company in conducting the audit.
The audit opinion is consistent with the additional
report to the audit committee.
Use of our report
This report is made solely to the company’s
members, as a body, in accordance with Chapter 3 of
Part 16 of the Companies Act 2006. Our audit work
has been undertaken so that we might state to the
company’s members those matters we are required
to state to them in an auditor’s report and for no
other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to
anyone other than the company and the company’s
members as a body, for our audit work, for this
report, or for the opinions we have formed.
Caroline Mercer (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory
Auditor
Edinburgh
12 July 2023
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
60
for the year ended 31 March 2023
Year ended 31 March 2023 Year ended 31 March 2022
Note
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Loss on investments at fair value through
profit or loss 10 – (265) (265) – (356) (356)
Foreign exchange gain – 465 465 – 155 155
Income 3 759 – 759 692 – 692
Total income/(loss) 759 200 959 692 (201) 491
Investment management fee 4 (92) (277) (369) (102) (307) (409)
Other expenses 5 (539) – (539) (500) – (500)
Total expenses (631) (277) (908) (602) (307) (909)
Net return/(loss) before finance costs and tax 128 (77) 51 90 (508) (418)
Finance costs 7 (27) (82) (109) (10) (29) (39)
Return/(loss) on ordinary activities
before taxation 101 (159) (58) 80 (537) (457)
Taxation 8 (91) – (91) (86) – (86)
Net loss after taxation 10 (159) (149) (6) (537) (543)
Loss per ordinary share 9 0.05p (0.75)p (0.70)p (0.03)p (2.51)p (2.54)p
Diluted Loss per ordinary share 9 0.05p (0.75)p (0.70)p (0.03)p (2.51)p (2.54)p
* There is no other comprehensive income and therefore the ‘Net loss after taxation’ is the total comprehensive expense for the year.
The total column of this statement is the income statement of the Company, prepared in accordance with UK
adopted international accounting standards.
The supplementary revenue return and capital return columns are both prepared under guidance produced by the
Association of Investment Companies (AIC). All items in the above statement derive from continuing operations.
Statement of Comprehensive Income
The Notes on pages 64 to 79 form part of these accounts.
FOR THE YEAR ENDED 31 MARCH 2023
61
Statement of Financial Position
as at 31 March 2023
Note
2023
£’000
2022
£’000
Non current assets
Investments held at fair value through profit or loss 10 55,002 53,776
Current assets
Prepayments and accrued income 11 1,459 181
Cash and cash equivalents 2,954 4,614
4,413 4,795
Total assets 59,415 58,571
Current liabilities
Other payables 12 (4,837) (3,181)
Total assets less current liabilities 54,578 55,390
Capital and reserves
Called up share capital 15 34 34
Share premium 16 2,468 2,465
Redemption reserve* 17 239 239
Retained earnings* 18 51,837 52,652
Total equity shareholders’ funds 54,578 55,390
Net Asset Value per ordinary share 19 258.58p 258.43p
Diluted Net Asset Value per ordinary share 19 259.86p 259.18p
* Under the Company’s Articles of Association, dividends may be paid out of any distributable reserve of the Company.
Approved by the Board of directors and authorised for issue on 12 July 2023 and signed on its behalf by:
Michael Naylor
Chairman
Company Registration Number 05780006
The Notes on pages 64 to 79 form part of these accounts.
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
62
for the year ended 31 March 2023
For the year ended 31 March 2023
Share
Capital
£’000
Share
Premium
£’000
Redemption
Reserve
£’000
Retained
Earnings
£’000
Total
£’000
Balance at 31 March 2022 34 2,465 239 52,652 55,390
Net loss for the year – – – (149) (149)
Ordinary shares reissued from treasury – 3 – 3 6
Ordinary shares repurchased – – – (669) (669)
Balance at 31 March 2023 34 2,468 239 51,837 54,578
For the year ended 31 March 2022
Share
Capital
£’000
Share
Premium
£’000
Redemption
Reserve
£’000
Retained
Earnings
£’000
Total
£’000
Balance at 31 March 2021 34 1,563 239 51,468 53,304
Net loss for the year – – – (543) (543)
Dividend paid – – – (137) (137)
Ordinary shares reissued from treasury – 902 – 2,052 2,954
Ordinary shares repurchased – – – (188) (188)
Balance at 31 March 2022 34 2,465 239 52,652 55,390
Dividends paid during the period were paid out of revenue reserves.
Statement of Changes in Equity
The Notes on pages 64 to 79 form part of these accounts.
FOR THE YEAR ENDED 31 MARCH 2023
63
for the year ended 31 March 2023
Note
2023
£’000
2022
£’000
Cash flows from operating activities
Investment income received (gross) 712 693
Deposit interest received 27 1
Investment management fee paid (338) (438)
Other cash expenses (475) (455)
Interest paid (109) (39)
Net cash outflow from operating activities before taxation (183) (238)
Taxation (91) (86)
Net cash outflow from operating activities 20 (274) (324)
Net cash flows from investing activities
Purchases of investments (12,177) (14,268)
Sale of investments 10,989 11,161
Net cash outflow from investing activities (1,188) (3,107)
Cash flows from financing activities
Shares repurchased (669) (188)
Shares reissued from treasury 6 2,954
Drawdown of short-term bank loan – 2,100
Equity dividends paid – (137)
Net cash (outflow)/inflow from financing activities 21 (663) 4,729
(Decrease)/increase in cash (2,125) 1,298
Change in cash and cash equivalents
Cash and cash equivalents at start of year 4,614 3,161
Realised gain on foreign currency 465 155
Cash and cash equivalents at end of year 2,954 4,614
Cash Flow Statement
The Notes on pages 64 to 79 form part of these accounts.
64
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
1. Accounting policies
The Accounts comprise the financial results of
the Company for the year to 31 March 2023. The
Accounts are presented in pounds sterling, as this
is the functional currency of the Company. The
Accounts were authorised for issue in accordance
with a resolution of the directors on 12 July 2023. All
values are rounded to the nearest thousand pounds
(£’000) except where indicated.
The accounts have been prepared in accordance with
UK adopted International Accounting Standards.
Where presentational guidance set out in the
Statement of Recommended Practice (SORP) for
Investment Trusts issued by the Association of
Investment Companies (AIC) in April 2021 is consistent
with the requirements of UK adopted International
Accounting Standards, the directors have sought to
prepare the financial statements on a basis compliant
with the recommendations of the SORP.
Basis of preparation
In preparing these financial statements the Directors
have considered the impact of climate change risk
as a principal risk as set out on page 23, and have
concluded that it does not have a material impact
on the Company’s investments. In line with IFRS
investments are valued at fair value, which for the
Company are quoted prices for the investments
in active markets at the Balance Sheet date and
therefore reflect market participants view of climate
change risk.
The financial statements have been prepared on a
going concern basis. In considering this, the directors
took into account the Company’s investment
objective, risk management policies and capital
management policies, the diversified portfolio of
readily realisable securities which can be used to
meet short-term funding commitments and the
ability of the Company to meet all of its liabilities
and ongoing expenses as for the period to 31 July
2024, which is a period of at least 12 months from
the date the financial statements were authorised
for issue. The directors have also considered the
continuation vote, due to be proposed at the
upcoming AGM, and have no reason to believe that
this resolution will not pass.
(a) Income recognition
Income includes dividends from investments
quoted ex-dividend on or before the date of the
Statement of Financial Position.
Dividends receivable from equity shares are taken
to the revenue return column of the Statement
of Comprehensive Income.
Special dividends are treated as repayment of
capital or as revenue depending on the facts of
each particular case.
(b) Presentation of Statement of Comprehensive
Income
In order to better reflect the activities of an
investment trust company and in accordance
with guidance issued by the Association of
Investment Companies (AIC), supplementary
information which analyses the Statement of
Comprehensive Income between items of a
revenue and capital nature has been presented
alongside the statement.
An analysis of retained earnings broken down
into revenue (distributable) items and capital
(distributable) items is given in Note 19.
Investment Management fees and finance costs
are charged 75 per cent. to capital and 25 per
cent. to revenue (2022: 75 per cent. to capital and
25 per cent. to revenue). All other operational
costs (including administration expenses to
capital) are charged to revenue.
(c) Basis of valuation of investments
Investments are recognised and derecognised
on a trade date where a purchase and sale of an
investment is under contract whose terms require
delivery of the investment within the timeframe
established by the market concerned, and are
initially measured at cost, being the consideration
given.
All investments are classified as held at fair
value through profit or loss. All investments
are measured at fair value with changes in
their fair value recognised in the Statement of
Comprehensive Income in the period in which
they arise. The fair value of listed investments is
based on their quoted bid price at the reporting
Notes to the Accounts
65
FOR THE YEAR ENDED 31 MARCH 2023
1. Accounting policies (continued)
date without any deduction for estimated future
selling costs.
Foreign exchange gains and losses on fair value
through profit and loss investments are included
within the changes in the fair value of the
investments.
For investments that are not actively traded
and/or where active stock exchange quoted bid
prices are not available, fair value is determined
by reference to a variety of valuation techniques.
These techniques may draw, without limitation,
on one or more of: the latest arm’s length traded
prices for the instrument concerned; financial
modelling based on other observable market
data; independent broker research; or the
published accounts relating to the issuer of the
investment concerned.
(d) Cash and cash equivalents
Cash comprises cash in hand and demand
deposits. Cash equivalents are short-term, highly
liquid investments that are readily convertible to
known amounts of cash and that are subject to
insignificant risks of changes in value.
(e) Foreign currencies
Transactions in currencies other than pounds
sterling are recorded at the rates of exchange
prevailing on the dates of the transactions.
At the date of each Statement of Financial
Position, monetary assets and liabilities that
are denominated in foreign currencies are
retranslated at the rates prevailing on that date.
Non-monetary assets and liabilities carried at fair
value that are denominated in foreign currencies
are translated at the rates prevailing at the date
when the fair value was determined. Gains and
losses arising on retranslation are included in the
Statement of Comprehensive Income within the
revenue or capital column depending on the
nature of the underlying item.
(f) Taxation
The tax expense represents the sum of the tax
currently payable and deferred tax.
The tax currently payable is based on taxable
profit for the year. Taxable profit diers from
net profit as reported in the Statement of
Comprehensive Income because it excludes
items of income or expense that are taxable
or deductible in other periods and it further
excludes items that are never taxable or
deductible. The Company’s liability for current
tax is calculated using tax rates that have been
enacted or substantively enacted by the date of
the Statement of Financial Position.
Deferred tax is the tax expected to be payable or
recoverable on dierences between the carrying
amounts of assets and liabilities in the financial
statements and the corresponding tax bases
used in the computation of taxable profit, and
is accounted for using the balance sheet liability
method. Deferred tax liabilities are generally
recognised for all taxable temporary dierences
and deferred tax assets are recognised to the
extent that it is probable that taxable profit will
be available against which deductible temporary
dierences can be utilised.
Investment trusts which have approval under
Section 1158 of the Corporation Tax Act 2010 are
not liable for taxation of capital gains.
(g) Accounting developments
At the date of authorisation of the financial
statements, the following amendment to the UK
adopted International Accounting Standards and
Interpretations was assessed to be relevant and is
eective for annual periods beginning on or after
1 January 2023:
IAS 1: Eective for annual reporting periods
beginning on or after 1 January 2023 Classification
of Liabilities as Current or Non-current –
Amendments to UK adopted International
Accounting Standards 1. Eective for annual
reporting periods beginning on or after 1 January
2024.
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
66
Definition of Accounting Estimates – Amendments
to UK adopted International Accounting Standards
IAS 8. Eective for annual reporting periods
beginning on or after 1 January 2024.
Disclosure of Accounting Policies – Amendments to
UK adopted International Accounting Standards IAS
1 and IFRS Practice Statement 2. Eective for annual
reporting periods beginning on or after 1 January
2024.
Deferred Tax related to Assets and Liabilities arising
from a Single Transaction – Amendments to UK
adopted International Accounting Standards 12.
Eective for annual reporting periods beginning on
or after 1 January 2024.
The directors expect that the adoption of the
standards listed above will have either no impact or
that any impact will not be material on the financial
statements of the Company in future periods.
2. Significant accounting judgements, estimates
and assumptions
Management have not applied any significant
accounting judgements to this set of Financial
Statements or those of the prior period other
than the allocation of special dividends received
between revenue and capital.
The allocation is dependent upon the underlying
reason for the payment. Examples of capital events
which would result in the dividend being allocated
to capital is a return of capital to shareholders or
proceeds from the disposal of assets. Examples of
revenue events which would result in the dividend
being allocated to revenue are the distribution
of excess or exceptional profits in the year. The
circumstances are reviewed by the manager making
recommendations to the Board who determine the
appropriate allocation.
The management make no other significant
accounting estimates.
Notes to the Accounts (continued)
FOR THE YEAR ENDED 31 MARCH 2023
67
3. Income
Year ended
31 March 2023
£’000
Year ended
31 March 2022
£’000
Income from investments
Dividends from UK companies – 21
Dividends from overseas companies 732 670
Deposit interest 27 1
Total income 759 692
Special dividends received in the year amounted to £0.02m (2022: £0.06m) allocated to revenue and £nil (2022: £nil)
allocated to capital.
4. Investment management fee
Year ended 31 March 2023 Year ended 31 March 2022
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Investment management fee 92 277 369 102 307 409
75% (2022: 75%) of the investment management fee is treated as a capital expense. Details of the investment
management contract are given in Note 22.
5. Other expenses
Year ended 31 March 2023 Year ended 31 March 2022
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Directors’ remuneration (see page 47) 107 – 107 107 – 107
Auditors’ remuneration including VAT – audit 62 – 62 44 – 44
Fund accounting 56 – 56 58 – 58
Broker fees 45 – 45 36 – 36
Registrar services 22 – 22 51 – 51
Professional and legal fees 49 – 49 30 – 30
Public Relations Fee 36 – 36 47 – 47
Other 162 – 162 127 – 127
539 – 539 500 – 500
6. Ongoing charges
Year ended
31 March 2023
£’000
Year ended
31 March 2022
£’000
Investment management fees 369 409
Other expenses 539 500
Total expenses (excluding finance costs) 908 909
Average net assets 52,866 58,063
Ongoing charges % 1.72 1.57
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
68
7. Finance costs
Year ended 31 March 2023 Year ended 31 March 2022
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Non-utilisation fee 2 5 7 3 9 12
Short-term loan interest 24 73 97 7 20 27
Bank overdraft interest 1 4 5 – – –
27 82 109 10 29 39
Finance costs are in respect of the costs incurred for non-utilisation and short-term loan interest during the year
of the bank loan facility.
As at 31 March 2023, £3.0 million (2022: £3.0 million) was drawdown of the loan facility.
8. Taxation
Year ended 31 March 2023 Year ended 31 March 2022
Tax on ordinary activities
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Overseas tax 91 – 91 86 – 86
The tax assessed for the year equates to that resulting from applying the standard rate of corporation tax in the
UK of 19% (2022: 19%).
The calculation is explained below:
Year ended
31 March 2023
£’000
Year ended
31 March 2022
£’000
Loss on ordinary activities before taxation (58) (457)
Corporation tax at 19% (2022: 19%) (11) (87)
Eects of
Exempt dividend income (120) (113)
Unrelieved tax losses and other deductions arising in the period 174 165
Foreign tax suered 91 86
Tax free capital gain/(loss) in investments (38) 38
Income taxed in dierent years (3) –
Double tax relief received (2) (3)
Current tax charge for the year 91 86
There are unrelieved management expenses at 31 March 2023 of £10,292,000 (2022: £9,374,000) but the related
deferred tax asset at 25% (2022: 25%) has not been recognised. This is because the Company is not expected
to generate taxable income in a future period in excess of the deductible expenses of that future period and,
accordingly, it is unlikely that the Company will be able to reduce future tax liabilities through the use of existing
unrelieved expenses.
Notes to the Accounts (continued)
FOR THE YEAR ENDED 31 MARCH 2023
69
9. Earnings per ordinary share
The earnings per ordinary share figure is based on the net loss for the year of £170,000 (2022: net loss £543,000)
and on 21,300,543 (2022: 21,416,147) ordinary shares, being the weighted average number of ordinary shares in issue
during the year.
The earnings per ordinary share figure detailed above can be further analysed between revenue and capital, as
below.
Year ended
31 March 2023
£’000
Year ended
31 March 2022
£’000
Net revenue gain/loss
10 (6)
Net capital loss (159) (537)
Net total loss (149) (543)
Weighted average number of ordinary shares in issue during the year used for the
purposes of the undiluted calculation 21,300,543 21,416,147
Weighted average number of ordinary shares in issue during the year used for the
purposes of the diluted calculation 21,300,543 21,416,147
Undiluted
Revenue gain per ordinary share 0.05p (0.03)p
Capital losses per ordinary share (0.75)p (2.51)p
Total losses per ordinary share (0.70)p (2.54)p
Diluted
Revenue gain per ordinary share 0.05p (0.03)p
Capital losses per ordinary share (0.75)p (2.51)p
Total losses per ordinary share (0.70)p (2.54)p
Any ordinary shares to be issued under the ordinary subscription rules were dilutive for the year ended 31 March
2023 and 31 March 2022.
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
70
10. Non current assets
Year ended
31 March 2023
£’000
Year ended
31 March 2022
£’000
Market value of investments at beginning of year
53,776 51,025
Net unrealised losses at beginning of year (18,919) (22,322)
Cost of investments at beginning of year 34,857 28,703
Purchases at cost during year 13,748 14,268
Sales at cost during year (6,742) (8,114)
Cost of investments at end of year 41,863 34,857
Net unrealised gain at the year end 13,139 18,919
Market value of investments at end of year 55,002 53,776
Year ended
31 March 2023
£’000
Year ended
31 March 2022
£’000
Listed on UK stock exchange
2,633 3,909
Listed on overseas stock exchanges 52,369 49,867
Market value of investments at end of year 55,002 53,776
Gain/(losses) on investments
2023
£’000
2022
£’000
Net gains on sale of investments 5,515 3,047
Movement in unrealised losses (5,780) (3,403)
Loss on investments (265) (356)
Transaction costs
The following transaction costs were incurred during the year:
Year ended
31 March 2023
£’000
Year ended
31 March 2022
£’000
Purchases 6 15
Sales 6 6
12 21
11. Other Receivables
2023
£’000
2022
£’000
Sales for future settlement 1,268 –
Prepayments and accrued income 191 181
1,459 181
Notes to the Accounts (continued)
FOR THE YEAR ENDED 31 MARCH 2023
71
12. Other payables
2023
£’000
2022
£’000
Interest payable 13 2
Non-utilisation fee – 1
Short-term bank loan 3,000 3,000
Other creditors 253 178
Purchases awaiting settlement 1,571 –
4,837 3,181
From 1 January 2022, the interest rate on the short-term bank loan changed from LIBOR to SONIA. This change had
no material impact to the cost of the loan.
Bank loan
The Company’s revolving bank loan is with RBS, with a loan facility available up to a maximum of £5 million
(2022: same).
During the year the Company used the loan facility as follows:
Date Amount Borrowed Date Renewed
10 March 2022 £0.9 million 10 June 2022
13 March 2022 £2.1 million 14 June 2022
10 June 2022 £0.9 million 24 August 2022
14 June 2022 £2.1 million 24 August 2022
24 August 2022 £3.0 million 24 November 2022
24 November 2022 £3.0 million 24 February 2023
24 February 2023 £3.0 million 24 May 2023
As at 31 March 2023, the outstanding loan balance of £3.0 million was renewed on 24 February 2023. This was
further renewed on 24 May 2023.
The Non-utilisation fee (Note 7) relate to the fee payable on the unutilised portion of the loan facility.
13. Derivatives and other financial instruments
Background
The Company’s financial instruments comprise securities and other investments, cash balances and debtors and
creditors that arise directly from its operations, for example, in respect of sales and purchases awaiting settlement
and debtors for accrued income. The numerical disclosures below exclude short-term debtors and creditors.
During the year under review, the Company had little exposure to credit, cash flow and interest rate risks.
The principal risks the Company faces in its portfolio management activities are:
foreign currency risk
market price risks i.e. movements in the value of investment holdings caused by factors other than interest rate
or currency movement
The investment adviser’s policies for managing these risks are summarised below and have been applied
throughout the year.
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
72
(a) Foreign Currency Risk
A proportion of the company’s portfolio is invested in overseas securities and their sterling value can be
significantly aected by movements in foreign exchange rates. The Company does not normally hedge against
foreign currency movements aecting the value of the investment portfolio, but takes account of this risk
when making investment decisions.
Foreign currency sensitivity
The following table illustrates the sensitivity of the return after tax for the year to exchange rates for the
Pound Sterling against the US Dollar, Euro, Japanese Yen, Norwegian Krone, Canadian Dollar, Danish Krone,
Swedish Krona, Swiss Franc, Hong Kong Dollar and Australian Dollar. It assumes the following changes in
exchange rates:
£/US Dollar +/-10% (2022 +/-5%) £/Norwegian Krone +/-5%
(2022: +/-5%)
£/Australian Dollar +/-5%
(2022: +/-5%)
£/Japanese Yen +/-5% (2022: +/-5%) £/Euro +/-5% (2022: +/-5%) £/Swedish Krona +/-5%
(2022: +/-5%)
£/Danish Krone +/-5% (2022: +/-5%) £/Canadian Dollar +/-10%
(2022: +/-5%)
£/Hong Kong Dollar +/-10% (2022:
+/-5%)
£/Swiss Franc +/-10% (2022: +/-5%)
These percentages have been determined based on market volatility in exchange rates over the previous
twelve months. The sensitivity analysis is based on the Company’s foreign currency financial instruments held
at the date of each Statement of Financial Position.
If sterling had weakened against the currencies below this would have the following eect:
2023 2022
Impact on
revenue
return
£’000
Impact on
capital
return
£’000
Total
£’000
Impact on
revenue
return
£’000
Impact on
capital
return
£’000
Total
£’000
US Dollar (5) 2,608 2,603 (2) 1,228 1,226
Euro (1) 580 579 (1) 678 677
Japanese Yen – 249 249 – 231 231
Norwegian Krone – 120 120 – 121 121
Canadian Dollar – 212 212 – 92 92
Danish Krone – 181 181 – 184 184
Swedish Krona – 120 120 – 70 70
Swiss Franc – 75 75 – 83 83
Hong Kong Dollar – 83 83 – 42 42
Australian Dollar – 29 29 – 23 23
(6) 4,257 4,251 (3) 2,752 2,749
Notes to the Accounts (continued)
FOR THE YEAR ENDED 31 MARCH 2023
73
13. Derivatives and other financial instruments (continued)
If sterling had strengthened against the currencies below this would have the following eect:
2023 2022
Impact on
revenue
return
£’000
Impact on
capital
return
£’000
Total
£’000
Impact on
revenue
return
£’000
Impact on
capital
return
£’000
Total
£’000
US Dollar 5 (2,608) (2,603) 2 (1,228) (1,226)
Euro 1 (580) (579) 1 (678) (677)
Japanese Yen – (249) (249) – (231) (231)
Norwegian Krone – (120) (120) – (121) (121)
Canadian Dollar – (212) (212) – (92) (92)
Danish Krone – (181) (181) – (184) (184)
Swedish Krona – (120) (120) – (70) (70)
Swiss Franc – (75) (75) – (83) (83)
Hong Kong Dollar – (83) (83) – (42) (42)
Australian Dollar – (29) (29) – (23) (23)
6 (4,257) (4,251) 3 (2,752) (2,749)
(b) Market Price Risk
By the very nature of its activities, the Company’s investments are exposed to market price fluctuations. Further
information on the investment portfolio and investment policy is set out in the Investment Adviser’s Review.
A portion of the financial assets of the Company are denominated in currencies other than sterling with
the result that the Statement of Financial Position and total return can be significantly aected by currency
movements.
Other price risk sensitivity
The following illustrates the sensitivity of the return after taxation for the year and the equity to an increase
or decrease of 20% in the fair value of the Company’s equities. This level of change is considered to be
reasonably possible based on observation of market conditions during the year. The sensitivity analysis is
based on the Company’s equities at each financial position statement date, adjusted for the management fee.
The impact of a 20 per cent. increase in the value of investments on the revenue return as at 31 March 2023 is a
decrease of £19,000 (2022: £19,000) and on the capital return is an increase of £10,943,000 (2022: £10,699,000).
The impact of a 20 per cent. fall in the value of investments on the revenue return as at 31 March 2023 is an
increase of £19,000 (2022: £19,000) and on the capital return is a decrease of £10,943,000 (2022: £10,699,000).
(c) Interest rate risk
Interest rate movements may aect:
the fair value of investments of any fixed interest securities;
the level of income receivable from any floating interest-bearing securities, cash at bank and on deposit; and
the interest payable on the Company’s floating interest term loans.
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
74
The financial assets (excluding short-term debtors and creditors) consist of:
2023 2022
Floating rate
£’000
Non-interest
bearing
£’000
Total
£’000
Floating rate
£’000
Non-interest
bearing
£’000
Total
£’000
Sterling 54 2,104 2,158 53 3,008 3,061
US Dollar 2,154 23,441 25,595 4,558 20,138 24,696
Euro – 11,671 11,671 – 13,631 13,631
Japanese Yen 453 5,010 5,463 3 4,649 4,652
Norwegian Krone 124 2,422 2,546 – 2,424 2,424
Danish Krone 105 3,644 3,749 – 3,695 3,695
Hong Kong Dollar – 830 830 – 852 852
Swedish Krona – 2,408 2,408 – 1,410 1,410
Canadian Dollar 64 2,133 2,197 – 1,842 1,842
Swiss Franc – 754 754 – 1,672 1,672
Australian Dollar – 585 585 – 455 455
2,954 55,002 57,956 4,614 53,776 58,390
The floating rate assets consist of cash deposits at call. Sterling cash deposits at call earn interest at floating
rates based on daily Sterling Overnight Index Average (SONIA) rates.
The non-interest bearing assets represent the equity element of the investment portfolio at 31 March 2023.
The financial liabilities consist of:
2023 2022
Floating rate
£’000
Non-interest
bearing
£’000
Total
£’000
Floating rate
£’000
Non-interest
bearing
£’000
Total
£’000
Sterling – 3,000 3,000 – 3,000 3,000
– 3,000 3,000 – 3,000 3,000
The liability consists of a bank loan (see Note 12).
(d) Interest rate sensitivity
As interest rates for any short-term loans are fixed at the commencement of the loan, only cash at call are
subject to interest rate movement.
All such deposits at call earn interest at a daily rate. Therefore, if a sensitivity analysis was performed by
increasing or decreasing the interest rates applicable to the Company’s cash balances held at each reporting
date, with all other variables held constant, there would be no material change to the profit after taxation or
net assets for the year.
(e) Credit and Counterparty Risk
Credit Risk is the exposure to loss from the failure of a counterparty to deliver securities or cash for
acquisitions or to repay deposits. The Company manages credit risk by using brokers from a database
of approved brokers who have undergone rigorous due diligence tests by the Investment Adviser’s Risk
Management Team and by dealing through JAM with banks approved by the Financial Conduct Authority. Any
derivative positions are marked to market and exposure to counterparties is monitored on a daily basis by the
fund manager; the Board of directors reviews it on a quarterly basis. The maximum exposure to credit risk as at
31 March 2023 was £4,428,000 (2022: £4,795,000) consisting of short-term debtors, cash and cash equivalents.
Notes to the Accounts (continued)
FOR THE YEAR ENDED 31 MARCH 2023
75
13. Derivatives and other financial instruments (continued)
Impairment of financial instruments
The Company holds only trade receivables with no financing component and which have maturities of less
than 12 months at amortised cost and, as such, has chosen to apply an approach similar to the simplified
approach for expected credit losses (ECL) under IFRS 9 to all its trade receivables. Therefore, the Company
does not track changes in credit risk, but instead, recognises a loss allowance based on lifetime ECLs at each
reporting date.
The Company’s approach to ECLs reflects a probability-weighted outcome, the time value of money and
reasonable and supportable information that is available without undue cost or eort at the reporting date
about past events, current conditions and forecasts of future economic conditions.
In the investment advisors’ opinion, due to the low level of expected future losses on cash and receivables, no
provision has been made for ECLs.
(f) Liquidity Risk
Liquidity risk is not considered significant. All liabilities are payable within three months. The Company’s assets
comprise mainly readily realisable securities which can be sold to meet funding requirements if necessary.
Short-term flexibility is achieved through the use of short-term borrowings.
(g) Fair Value hierarchy
IFRS 13 ‘Fair Value Measurement’ requires an entity to classify fair value measurements using fair value hierarchy
that reflects the significance of the inputs used in making the measurements. The fair value hierarchy shall have
the following levels:
Level 1 reflects financial instruments quoted in an active market.
Level 2 reflects financial instruments whose fair value is evidenced by comparison with other observable
current market transactions in the same instrument or based on a valuation technique whose variables
includes only data from observable markets.
Level 3 reflects financial instruments whose fair value is determined in whole or in part using a valuation
technique based on assumptions that are not supported by prices from observable market transactions in the
instrument and not based on available observable market data.
The financial assets measured at fair value in the Statement of Financial Position are grouped into the fair value
hierarchy as follows:
2023 2022
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Equity Investments 55,002 – – 55,002 53,776 – – 53,776
55,002 – – 55,002 53,776 – – 53,776
JUPITER GREEN INVESTMENT TRUST PLC
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76
14. Capital management policies and procedures
The Company’s capital comprises the equity share capital, share premium and reserves as shown in the
Statement of Financial Position.
The Board, with the assistance of the investment adviser, monitors and reviews the broad structure of the
Company’s capital on an ongoing basis. This review includes:
The need to buy back equity shares, either for cancellation or to hold in treasury, which takes account
of the dierence between the net asset value per share and the share price (i.e. the level of share price
discount or premium); and
The extent to which revenue in excess of that which is required to be distributed should be retained.
During the period, the Company complied with the externally imposed capital requirements:
As a public Company, the Company has a minimum share capital of £50,000; and
In order to be able to pay dividends out of profits available for distribution, the Company has to be able to
meet one of the two capital restriction tests imposed on investment companies by Company law.
15. Called-up share capital
Number
2023
£ Number
2022
£
Allotted, issued and fully paid
Ordinary shares of 0.1p each 33,724,958 33,725 33,724,958 33,725
2,567 new ordinary shares were issued from treasury on 13 April 2022. 1,524,328 new ordinary shares were issued
from treasury between 6 April 2021 and 12 May 2021.
Between 23 June 2022 and 17 February 2023, 328,726 (0.97%) ordinary shares were repurchased into treasury.
On 8 July 2021, 75,000 (0.22%) ordinary shares were repurchased into treasury.
12,617,803 ordinary shares were held in treasury at 31 March 2023 (31 March 2022: 12,291,644).
16. Share Premium
2023
£’000
2022
£’000
At beginning of year 2,465 1,563
Premium on reissue of shares from treasury during the year 3 902
At end of year 2,468 2,465
2,567 shares were re-issued from treasury at a discount to NAV of 8.01% from the 2022 subscription price.
No shares were re-issued from treasury.
17. Redemption reserve
2023
£’000
2022
£’000
At beginning of year 239 239
At end of year 239 239
Notes to the Accounts (continued)
FOR THE YEAR ENDED 31 MARCH 2023
77
18. Retained earnings
The table below shows the movement in the retained earnings analysed between revenue and capital items.
2023 2022
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
At beginning of year – 52,652 52,652 143 51,325 51,468
Net loss for the year 10 (159) (149) (6) (537) (543)
Dividends paid nil (2022: 0.64p) – – – (137) – (137)
Ordinary shares reissued from treasury – 3 3 – 2,052 2,052
Ordinary shares repurchased – (669) (669) – (188) (188)
At end of year 10 51,827 51,837 – 52,652 52,652
There were no dividends paid during the year. All dividends are paid from the revenue reserve.
19. Net asset value per ordinary share
The net asset value per ordinary share is based on the net assets attributable to the equity shareholders of
£54,578,000 (2022: £55,390,000) and on 21,107,155 (2022: 21,433,314) ordinary shares, being the number of ordinary
shares in issue at the year end, excluding treasury shares.
2023 2022
Undiluted
Ordinary shareholders’ funds (£’000) 54,578 55,390
Number of ordinary shares in issue 21,107,155 21,433,314
Net asset value per ordinary share (pence) 258.58 258.43
Diluted
Ordinary shareholders’ funds assuming exercise of Subscription shares (£’000) 60,333 61,106
Number of potential ordinary shares in issue 23,217,871 23,576,645
Net asset value per ordinary share (pence) 259.86p 259.18
The diluted net asset value per ordinary share assumes that all outstanding dilutive subscription rights (2023:
2,110,716, 2022: 2,143,331) were converted into ordinary shares at the year end and is calculated using the net asset
value per ordinary share at the prior year end. Any shares to be issued under the subscription rules were anti-
dilutive for the year ended 31 March 2023. This is an annual opportunity for shareholders to subscribe for 1 new
share for every 10 held and the price will be equal to the audited undiluted NAV per share from the previous year.
JUPITER GREEN INVESTMENT TRUST PLC
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78
20. Reconciliation of net cash outflow from operating activities
2023
£’000
2022
£’000
Net loss after taxation (149) (543)
Loss on investments at fair value through profit or loss 265 356
Increase in prepayments and accrued income (10) (24)
Increase in accruals and other creditors 85 42
Foreign exchange gain (465) (155)
Net cash outflow from operating activities (274) (324)
21. Reconciliation of financial liabilities
At
1 April
2022
£’000
Transactions
in the year
£’000
Cashflow
£’000
At
31 March
2023
£’000
Short-term bank loan 3,000 – – 3,000
Sales of ordinary shares from treasury – (6) 6 –
Shares repurchased – 669 (669) –
Cash flows from financing activities 3,000 663 (663) 3,000
At
1 April
2021
£’000
Transactions
in the year
£’000
Cashflow
£’000
At
31 March
2022
£’000
Short-term bank loan 900 – 2,100 3,000
Equity dividends paid – 137 (137) –
Sales of ordinary shares from treasury – (2,954) 2,954 –
Shares repurchased – 188 (188) –
Cash flows from financing activities 900 (2,629) (4,729) 3,000
At
1 April
2020
£’000
Transactions
in the year
£’000
Cashflow
£’000
At
31 March
2021
£’000
Short-term bank loan – – 900 900
Equity dividends paid – 244 (244) –
Sales of ordinary shares from treasury – (3,159) 3,159 –
Cash flows from financing activities – (2,915) 3,815 900
Notes to the Accounts (continued)
FOR THE YEAR ENDED 31 MARCH 2023
79
22. Related parties
Jupiter Unit Trust Managers Limited (‘JUTM’), the Alternative Investment Fund Manager, is a Company within the
same group as Jupiter Asset Management Limited (‘JAM’), the investment adviser. JUTM receives an investment
management fee as set out below.
JUTM is contracted to provide investment management services to the Company subject to termination by not
less than twelve months’ notice by either party. The basis for calculation of the management fee charged to the
Company to 0.70% of net assets up to £150 million, reducing to 0.60% for net assets over £150 million and up to
£250 million, and reducing further to 0.50% for net assets in excess of £250 million after deduction of the value of
any Jupiter managed investments.
The management fee payable to JUTM for the period 1 April 2022 to 31 March 2023 was £369,162 (year to 31 March
2022: £409,172) with £64,344 (31 March 2022: £33,296) outstanding at period end.
There are no transactions with the Directors other than aggregated remuneration for services as Directors as
disclosed in the Directors’ Remuneration Report on page 46 and as set out in Note 5 to the Accounts on page 67
and the beneficial interests of the Directors in the Ordinary shares of the Company as disclosed on page 48.
The Company has invested from time to time in funds managed by Jupiter Fund Management PLC or its
subsidiaries. There were no such investments at the year end (31 March 2022: Nil). No investment management
fee is payable by the Company to Jupiter Asset Management Limited in respect of the Company’s holdings
in investment trusts, open-ended funds and investment companies in respect of which Jupiter Investment
Management Group Limited, or any subsidiary undertaking of Jupiter Investment Management Group Limited,
receives fees as investment manager or investment adviser.
All transactions with related parties were carried out on an arm’s length basis.
23. Contingent liabilities and capital commitments
There were no contingent liabilities or capital commitments at 31 March 2023 (2022: Nil).
24. Post balance sheet events
Since the year end (1 April to 30 June) 439,300 ordinary shares were repurchased to be held in treasury and 13,639
ordinary shares were re-issued from treasury.
JUPITER GREEN INVESTMENT TRUST PLC
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80
Directors Michael Naylor, Chairman
Jaz Bains, Senior Independent Director
Simon Baker, Chairman of the Audit Committee
Baroness Bryony Worthington
Registered Oce The Zig Zag Building
The Zig Zag Building, 70 Victoria Street, London SW1E 6SQ
Telephone 020 3817 1000
Facsimile 020 3817 1820
Website www.jupiteram.com/JGC
Email investmentcompanies@jupiteram.com
Authorised and regulated by the Financial Conduct Authority
Investment Adviser & Secretary Jupiter Asset Management Limited
The Zig Zag Building, 70 Victoria Street, London SW1E 6SQ
Telephone 020 3817 1000
Facsimile 020 3817 1820
Authorised and regulated by the Financial Conduct Authority
Custodian J.P. Morgan Chase Bank N.A
25 Bank Street, Canary Wharf, London E14 5JP
Authorised and regulated by the Financial Conduct Authority
Depositary J.P. Morgan Europe Limited
25 Bank Street, Canary Wharf, London E14 5JP
Authorised by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority
Registrars Equiniti Limited
Aspect House, Spencer Road, Lancing West Sussex BN99 6DA
Telephone + 44 (0) 371 384 2030
Lines are open from 08:30 a.m. to 5:30 p.m. Monday to Friday. Calls are charged
at the standard geographic rate and will vary by provider.
Website Shareview.co.uk
Independent Auditors Ernst & Young LLP
Atria One, 144 Morrison Street, Edinburgh EH3 8EX
Company Registration Number 05780006
Registered in England & Wales
An investment company under s.833 of the Companies Act 2006.
Investor Codes
Sedol Number
Ordinary shares B120GL7
ISIN
Ordinary shares GB00B120GL77
Ticker
Ordinary shares JGC LN
The Company is a member of
Company Information
FOR THE YEAR ENDED 31 MARCH 2023
81
MSCI World Small Cap Index
This document contains information based on the MSCI World Small Cap Index. Neither MSCI nor any other party
involved in or related to compiling, computing or creating the MSCI data makes any express or implied warranties
or representations with respect to such data (or the results to be obtained by the use thereof), and all such parties
hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a
particular purpose with respect to any of such data. Without limiting any of the foregoing, in no event shall MSCI,
any of its aliates or any third party involved in or related to compiling, computing or creating the data have any
liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if
notified of the possibility of such damages. No further distribution or dissemination of the MSCI data is permitted
without MSCI’s express written consent.
Retail distribution of non-mainstream products
The Company currently conducts its aairs so that its shares can be recommended by Independent Financial
Advisers to ordinary retail investors in accordance with the FCA’s rules in relation to non-mainstream investment
products and intends to continue to do so for the foreseeable future. The Company’s shares are excluded
from the FCA’s restrictions which apply to non-mainstream investment products because they are shares in an
investment trust.
Performance Updates
The Company publishes a monthly factsheet which contains key information about its performance, investment
portfolio and pricing. The factsheets together with electronic copies of the most recent annual and half-
yearly reports and accounts are available for download from www.jupiteram.com/JGC. Should you wish to
be added to an email distribution list for future editions of the monthly factsheet, please send an email to
investmentcompanies@jupiteram.com. For investors who do not have access to the internet, these documents are
also available on request from Jupiter’s Customer Services Team on 0800 561 4000.
Further information about the Company is also available from third-party websites such as
Kepler Trust Intelligence: Home – Trust Intelligence | Kepler Partners
The Association of Investment Companies – www.theaic.com
Morningstar – www.morningstar.co.uk.
Dividend Tax Allowance
With eect from 6 April 2016 the dividend tax credit was replaced by an annual tax-free dividend allowance.
Dividend income in excess of this allowance will be taxed according to your personal income tax bracket. The
Company’s registrar will continue to provide shareholders with confirmation of dividends paid shareholders should
retain such confirmations to enable them to calculate and report total dividend income received. Shareholders
should note that it is their sole responsibility to report any dividend income in excess of their annual tax-free
allowance to HMRC.
Further information on the dividend tax allowance can be obtained from the HMRC website at
https://www.gov.uk/tax-on-dividends
Investor Information
JUPITER GREEN INVESTMENT TRUST PLC
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82
Dividend reinvestment plan and managing your account online
Shareholders may elect for the Company’s registrar, Link Group, to reinvest dividends automatically on their
behalf.
The reinvestment plan terms and conditions are available upon request from the helpline, by email to shares@
linkgroup.co.uk, or through www.signalshares.com. The helpline number is 0371 664 0300, or from overseas +44 (0)
371 664 0300. Calls to this number are charged at the standard geographical rate and will vary by provider. Calls
outside of the United Kingdom will be charged at the applicable international rate. Lines are open from 09:00 a.m.
to 5:30 p.m. Monday to Friday.
Signal shares is the Link Group online portal enabling you to manage your shareholding online. If you are a direct
investor you can view your shareholding, change the way the registrar communicates with you or the way you
receive your dividends, and buy and sell shares. If you haven’t used this service before, all you need to do is enter
the name of the Company and register your account. You’ll need your investor code (IVC) printed on your share
certificate in order to register.
Changes to our Data Privacy Notice
We have updated our Privacy Notice to align with the new data privacy law in the European Union, known as the
General Data Protection Regulation (GDPR) to which we are subject. Data protection and the security of your
information always has been and remains of paramount importance to us.
Any information concerning shareholders and other related natural persons (together, the data subjects) provided
to, or collected by or on behalf of, Jupiter Unit Trust Managers Limited (the management company) and/or Jupiter
Green Investment Trust PLC (the controllers) (directly from Data Subjects or from publicly available sources) may
be processed by the controllers as joint controllers, in compliance with the GDPR.
You are not required to take any action in respect of this notice, but we encourage you to read our Privacy
Notice. Our privacy notice can be found on our website, www.jupiteram.com/Shared-Content/Legal-content-
pages/Privacy/Investment-trusts. In the event that you hold your shares as a nominee, we request that you
promptly pass on the details of where to find our privacy notice to the underlying investors and/or the beneficial
owners.
Investor Informations (continued)
Investor Informations (continued)
FOR THE YEAR ENDED 31 MARCH 2023
83
AIFMD Remuneration Qualitative Disclosures
Jupiter Unit Trust Management Limited
(“JUTM”)
Decision-making process to determine
remuneration policies
Under the Jupiter’s Group’s framework ultimate
responsibility in remuneration matters is held by the
Board of Directors of Jupiter Fund Management Plc.
The Board is supported in remunerated-related issues
by the Remuneration Committee (“RemCo”).
The Board is responsible for establishing the Group
Remuneration Policy, and with support of the RemCo
regularly reviewing the Group Remuneration Policy
to meet any important regulatory developments and
the objectives of the Group.
The RemCo is delegated with the role of supporting
the Board in setting remuneration guidelines,
establishing share-based remuneration plans, and
approving the aggregate variable remuneration
expenditure of the Group as well as determining
and proposing to the Board the individual total
remuneration payable to the members of the Board
(other than its chairman) for approval. The RemCo
ensures that the Remuneration Policy and practices
across the Group operate in line with EU regulations
that apply to its regulated entities and delegates.
The RemCo regularly reports to the Board on the
status of its activities, the development of the
remuneration architecture within the Group as well
as on the operational implementation of this Policy.
The RemCo consists of at least three members of the
Board all of whom are Non-Executive Directors.
Jupiter’s remuneration philosophy is aligned with the
Group’s pre-incentive operating profit as well as its
tolerance for risk. The Group’s approach provides for
remuneration that attracts and retains employees in
each local market and motivates them to contribute
to the development and growth of its business.
The policy promotes sound and eective risk
management and does not encourage inappropriate
risk-taking.
Link between pay and performance
As described above, Jupiter operates a Group-wide
remuneration policy, which applies to all employees
across the Group.
Jupiter ensures that any measurement of
performance used to evaluate the quantum of
variable remuneration elements or pools of variable
remuneration elements:
includes adjustments for current and future risks,
taking into account the cost and quantity of the
capital and the liquidity required;
takes into account the need for consistency with
the timing and likelihood of the firm receiving
potential future revenues incorporated into
current earnings;
is based on the performance of the Group, the
individual and the relevant function / business
unit or in the case of a fund manager, the fund(s),
where financial and non-financial criteria are
considered when assessing individual performance;
and
is set within a multi-year framework to ensure that
the assessment process is based on longer-term
performance and associated risks, and to ensure
that payment is spread over an appropriate period.
Material Risk Takers
The categories of sta for inclusion as Material Risk
Takers for JUTM include:
Executive and non-executive members of the
Board
Other members of senior management
Sta responsible for control functions
The Material Risk Takers are identified and reviewed
on an annual basis by the relevant entities and the
RemCo in line with the criteria set out under EU
regulations, namely:
JUPITER GREEN INVESTMENT TRUST PLC
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84
If, in the performance of their professional activities
certain sta of a delegate portfolio manager can
have a material impact on the risk profiles of the
funds they manage, these employees are considered
as “Identified Sta”. For this purpose, the Group
considers the respective delegate portfolio manager
as subject to equally eective regulation if they are
required by law and regulations or in accordance with
internal standards to put in place a remuneration
policy, which in accordance to the ESMA
Remuneration Guidelines is considered equivalent in
its objectives. The Group’s regulated entities will only
delegate its portfolio management to firms, whose
remuneration policy complies with the ‘equivalence
standard’ as described.
In line with ESMA Guidelines, proportionality is
considered taking into account the following factors:
The percentage of assets under management;
Total assets under management; and
The average ratio between its fixed and variable
remuneration paid to sta.
It should be noted that despite use of
proportionality, the Group’s compensation
arrangements involve high levels of deferral, payment
in shares and performance adjustment provisions on
commercial and risk management grounds.
Further details in relation to the Qualitative
disclosures are included in the Group Remuneration
Policy.
Quantitative disclosures
The remuneration data provided below reflects
amounts paid in respect of the performance year
2022 in relation to the funds managed by JUTM.
JUTM manages approx. 48 funds with a combined
AUM of GBP 27.3 billion.
Total annual remuneration paid to all Management Company employees:
Of which fixed:
Of which variable:
Number of Management Company employees:
Total remuneration paid to Identified Sta of the Management Company: 8,678,282
Of which paid to Senior Management: 2,755,669
Of which paid to other Identified Sta: 5,922,612
Number of Identified Sta: 23
Total annual remuneration paid to employees in delegate(s): 10,337,391
Of which fixed: 1,344,131
Of which variable: 8,993,260
Number of beneficiaries: 6
Investor Informations (continued)
FOR THE YEAR ENDED 31 MARCH 2023
85
Notes
Remuneration for Material Risk Takers includes
remuneration paid to employees of other group
companies performing senior management functions
for the Management Company.
Remuneration for Material Risk Takers includes
remuneration paid to employees of other group
companies who perform fund management activities
on behalf of the Management Company under
the terms of a delegation agreement between the
Management Company and their employer. The
remuneration disclosed for these employees is
the proportion of their total remuneration for the
fund management activities they perform under a
delegation agreement.
In the figures above, fixed remuneration relates
to salary and pension benefits and variable
remuneration includes the annual bonus including
any long-term incentive awards.
These disclosures are in line with Jupiter’s
interpretation of currently available regulatory
guidance on quantitative remuneration disclosures.
As market or regulatory practice develops Jupiter may
consider it appropriate to make changes to the way
in which quantitative remuneration disclosures are
calculated. Where such changes are made, this may
result in disclosures in relation to a fund not being
comparable to the disclosures made in the prior year,
or in relation to other Jupiter fund disclosures in that
same year.
Due to the increasing complexity of the business (i.e.,
Merian transaction), the information that is needed
to provide a further breakdown of remuneration is
not readily available and would not be relevant or
reliable.
Implementation of the remuneration policy for the
Group is subject to an annual independent review.
No material outcomes or irregularities were identified
as a result of the most recent independent review,
which took place in 2022.
Shareholder Relations
All shareholders have the opportunity to vote on the
resolutions set out in the Notice of Meeting (‘Notice’)
and to put questions regarding the Company to the
directors and the Investment Adviser, in advance
of the AGM. The Notice sets out the business of
the AGM and any item not of an entirely routine
nature is explained in the Directors’ Report or notes
accompanying the Notice. Separate resolutions are
proposed for each substantive issue. Information
on proxy votes cast is available to shareholders
attending the AGM and published thereafter on the
Company’s website.
The Company reports to shareholders twice a year
by way of the Half Yearly Financial Report and Annual
Report & Accounts. In addition, net asset values are
published on a daily basis and monthly factsheets are
published on the Company’s website www.jupiteram.
com/JGC.
The Board has developed the following procedure
for ensuring that each director develops an
understanding of the views of shareholders. Regular
contact with major shareholders is undertaken by
the Company’s corporate brokers and the corporate
finance executive of the Investment Adviser. Any
issues raised by major shareholders are then reported
to the Board. The Board also receives details of all
material correspondence with shareholders. The
chairman and individual directors are willing to
meet shareholders to discuss any particular items of
concern regarding the performance of the Company.
The chairman, directors and representatives of the
Investment Adviser are also available to answer any
questions which may be raised by a shareholder.
Engagement with Stakeholders
More information about how the Board fosters
the relationships with its shareholders and other
stakeholders, and how the Board considers the
impact that any material decision will have on
relevant stakeholders, can be found in the section 172
statement in the Strategic Report on page 26.
JUPITER GREEN INVESTMENT TRUST PLC
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86
Statement in Respect of the Annual Report &
Accounts
Having taken all available information into
consideration, the Board has concluded that the
Annual Report & Accounts for the year ended 31
March 2023, taken as a whole, is fair, balanced and
understandable and provides the information necessary
for shareholders to assess the Company’s performance,
income business model and strategy. The Board’s
conclusions in this respect are set out in the Statement
of Directors’ Responsibilities on page 50.
Investor Informations (continued)
FOR THE YEAR ENDED 31 MARCH 2023
87
Advice to shareholders
In recent years investment related scams have become increasingly sophisticated and dicult to spot. We are
therefore warning all our shareholders to be cautious so that they can protect themselves and spot the warning
signs.
Fraudsters will often:
contact you out of the blue
apply pressure to invest quickly
downplay the risks to your money
promise tempting returns that sound too good to be true
say that they are only making the oer available to you
ask you to not tell anyone else about it
You can avoid investment scams by:
Rejecting unexpected oers – Scammers usually cold call but contact can also come by email, post, word
of mouth or at a seminar. If you have been oered an investment out of the blue, chances are it’s a high risk
investment or a scam.
Checking the FCA Warning List – Use the FCA Warning List to check the risks of a potential investment. You
can also search to see if the firm is known to be operating without proper FCA authorisation.
Getting impartial advice – Before investing get impartial advice and don’t use an adviser from the firm that
contacted you.
If you are suspicious, report it
You can report the firm or scam to the FCA by contacting their Consumer Helpline on 0800 111 6768 or using
their online reporting form.
If you have lost money in a scam, contact Action Fraud on 0300 123 2040 or www.actionfraud.police.uk
For further helpful information about investment scams and how to avoid them please visit www.fca.org.uk/
scamsmart.
Important Risk Warnings
88
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
Alternative performance measures
The European Securities and Markets Authority
(‘ESMA’) published its guidelines on Alternative
Performance Measures (‘APMs’). APMs are defined
as being a ‘financial measure of historical or future
financial performance, financial position, or cash
flows, other than a financial measure defined or
specified in the applicable accounting framework.’
The guidelines are aimed at promoting the usefulness
and transparency of APMs included in regulated
information and aim to improve comparability,
reliability and/or comprehensibility of APMs. The
following APMs (indicated by *) are used throughout
the annual report, financial statements and notes to
the financial statements.
Benchmark total return index
A total return index is a type of equity performance
index that tracks both the capital gains of a group
of stocks over time, and assumes that any cash
distributions, such as dividends, are reinvested back
into the index.
Diluted NAV per share*
The diluted NAV per share is the net asset value per
ordinary share adjusted to assume that all the current
subscription rights are taken up in full. Shareholders
have the opportunity to subscribe for one new
ordinary share for every ten held so the diluted net
asset value per share of the Company at any point is
calculated by dividing the net assets of the Company
by the number of shares, plus 10%, in issue. The
subscription rights of the shareholders are described
in more detail in the Strategic Report on page 37.
The calculation of the Diluted NAV per share is
shown in Note 19 to the Accounts.
Discount*
The amount, expressed as a percentage, by which the
share price is less than the net asset value per share.
As at 31 March 2023 the share price was 224.00p
and the audited undiluted net asset value per share
(cum income) was 258.58p, the discount therefore
being (13.37%). As at 31 March 2022 the share price
was 210.00p and the net asset value per share (cum
income) was 258.43p, the discount therefore being
(18.74%).
Discount management
Discount management is the process of the buy-
back and issue of Company shares by the Company,
to and from its own holding or ‘treasury’ with the
intention of managing any imbalance between
supply and demand for the Company’s shares and
thereby the market price. The aim is to ensure that,
in normal market conditions, the market price of
the Company’s shares will not materially vary from
its NAV per share. The authority to repurchase the
Company’s shares is voted upon by the shareholders
at each annual general meeting.
Gearing*
Gearing is the borrowing of cash to buy more assets
for the portfolio with the aim of making a gain
on those assets larger than the cost of the loan.
However, if the portfolio doesn’t perform well
the gain might not cover the costs. The more an
investment company gears, the higher the risk.
Gearing is the ratio (£45,703) being gross borrowings
(£3,000,000) less cash (£2,954,297) to its net assets
(£54,577,938) expressed as a percentage (0.1%) as
the loan drawn down exceeds the cash held. As
at 31 March 2022 the Company’s net borrowings
(£1,613,642) being gross borrowings (£3,000,000)
less cash (£4,613,642) to its net assets (£55,389,661)
expressed as a percentage (0.0%) as cash held
exceeds the loan drawn down.
Mid market price
The mid-market price is the mid-point between the
buy and the sell prices.
NAV per share/Undiluted NAV per share
The net asset value (‘NAV’) is the value of the
investment Company’s assets less its liabilities. The
NAV per share is the NAV divided by the number of
shares in issue. The calculation of the NAV per Share/
undiluted NAV per share is shown in Note 19 to the
Accounts.
Glossary of Terms including alternative performance measures
89
FOR THE YEAR ENDED 31 MARCH 2023
Ongoing charges*
Ongoing charges are the total expenses including
both the investment management fee and other
costs, but excluding finance costs and performance
fees, as a percentage of NAV.
The calculation of the ongoing charges is provided in
note 6 of the accounts.
Premium*
The amount, expressed as a percentage, by which the
share price is more than the net asset value per share.
The Company is in a discount position for both 2023
and 2022.
Treasury shares
Treasury shares are the part of the issued share
capital that is held by the Company. They do not rank
for dividend income and do not have voting rights.
The Company uses treasury shares for discount
management purposes as described above and in
more detail in the Report of the Directors on page 37.
Undiluted NAV per share*
The undiluted NAV per share is the net asset value
per ordinary share with no adjustment for the
assumed exercise of all current subscription rights.
* Alternative performance measure.
Glossary of Terms including alternative performance measures (continued)
90
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
This Notice of Meeting is an important document. If
you are in any doubt as to what action to take, you
should consult an appropriate independent adviser.
Notice is hereby given that the Annual General
Meeting of Jupiter Green Investment Trust PLC will
be held at the oces of Jupiter Asset Management
Limited, The Zig Zag Building, 70 Victoria Street,
London SW1E 6SQ on Thursday 14 September 2023 at
11:00 a.m. for the following purposes:
Ordinary Business
To consider and, if thought fit, pass the following as
ordinary resolutions:
1. That the Report of the Directors and the audited
Accounts for the year ended 31 March 2023 be
received.
2. That the Directors’ Remuneration Report for the
year ended 31 March 2023 be approved.
3. That Mr Jaz Bains be re-elected as a director of the
Company.
4. That Mr Simon Baker be re-elected as a director of
the Company.
5. That Mr Michael Naylor be re-elected as a director
of the Company.
6. That Baroness Bryony Worthington be re-elected
as a director of the Company.
7. That Ernst & Young LLP be re-appointed as
auditors of the Company.
8. That the directors be authorised to determine the
remuneration of the auditors.
Special Business
To consider, and if thought fit, to pass resolutions 9
and 10 as ordinary resolutions and resolutions and 11
to 13 as special resolutions:
Ordinary resolutions:
9. That the directors of the Company be and
they are hereby generally and unconditionally
authorised for the purposes of Section 551 of the
Companies Act 2006 (the ‘Act’), in substitution
for and to the exclusion of any existing authority
previously conferred on the directors under
Section 551 of the Act, to allot shares in the
capital of the Company (‘shares’) up to a maximum
aggregate nominal amount of £6,894 provided
that this authority shall expire at the conclusion of
the next Annual General Meeting of the Company
after the passing of this resolution save that the
Company may, before such expiry, make an oer
or agreement which would or might require shares
to be allotted after such expiry and the directors
may allot shares in pursuance of such an oer or
agreement as if the authority hereby conferred
had not expired.
10. Continuation vote In accordance with the
Articles, the directors are required to propose an
ordinary resolution at the forthcoming AGM (and
at every third annual general meeting thereafter)
that the Company shall continue in being as an
investment trust.
Notice of Annual General Meeting
91
FOR THE YEAR ENDED 31 MARCH 2023
Special resolutions:
11. That the directors of the Company be and are
hereby granted power pursuant to Section 570
and/or Section 573 of the Companies Act 2006
(‘the Act’) to allot equity securities (within the
meaning of Section 560 of the Act) for cash either
pursuant to the authority conferred by resolution
10 or by way of a sale of treasury shares, as if
Section 561(1) of the Act did not apply to any
such allotment, provided that this power shall be
limited to:
a) the allotment of equity securities up to an
aggregate nominal amount of £2,134; and
b) in addition to the authority referred to in (a)
above, in connection with an oer of equity
securities by way of a rights issue or open
oer to ordinary shareholders in proportion as
nearly as may be practicable to their existing
holdings subject to such limits or restrictions
or other arrangements as the directors may
deem necessary or expedient to deal with
any treasury shares, fractional entitlements or
securities represented by depositary receipts,
record dates, legal, regulatory or practical
problems in, or under the laws or requirements.
12. That the Company be and is generally and
unconditionally authorised in accordance with
Section 701 of the Companies Act 2006 (the ‘Act’)
to make one or more market purchases (within the
meaning of Section 693 of the Act) of ordinary
shares provided that:
a) the maximum number of shares that may be
purchased is 3,100,156 ordinary shares, being
14.99% of the issued number of ordinary
shares at 4 July 2023 or, if lower, such number
as is equal to 14.99% of the issued number
of ordinary shares at the date of passing the
resolution;
b) the minimum price which may be paid shall be
0.1 pence per ordinary share;
c) the maximum price (excluding the expenses
of such purchase) which may be paid for each
ordinary share shall be the higher of:
i) 105% of the average middle market
quotations for such ordinary share taken
from the London Stock Exchange Daily
Ocial List for the five business days
immediately preceding the day on which
such share is purchased; and
ii) the higher of the price of the last
independent trade and the highest current
independent bid as stipulated by Article 5(1)
of Commission Regulation EC 22 December
2003 implementing the Market Abuse
Directive as regards exemptions for buyback
programmes and stabilisation of financial
instruments (No. 2273/2003); and
iii) unless renewed, the authority shall expire at
the conclusion of the next Annual General
Meeting of the Company after the passing
of this resolution save that the Company
may, prior to such expiry, enter into a
contract to purchase shares which will or
may be completed or executed wholly or
partly after such expiry.
13. That a General Meeting other than an Annual
General Meeting may be called on not less than 14
clear days’ notice.
By Order of the Board
Jupiter Asset Management Limited
Company Secretary
12 July 2023
Notice of Annual General Meeting (continued)
92
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
Notes for the Annual General Meeting
1. A member entitled to attend, and vote may appoint
a proxy or proxies to attend, speak and vote instead
of him or her. A proxy need not be a member of the
Company. A form of proxy, if used, must be lodged at
the Company’s registrars, Equiniti Limited, Aspect House,
Spencer Road, Lancing West Sussex BN99 6DA. not less
than forty-eight hours (excluding non-business days)
before the meeting. To appoint more than one proxy you
may photocopy a paper proxy. You may appoint a person
other than the Chairman as your proxy. Please indicate
the proxy holder’s name and the number of shares in
relation to which they are authorised to act as your proxy
(which, in aggregate, should not exceed the number
of shares held by you). Please also indicate if the proxy
instruction is one of multiple instructions being given. All
forms must be signed and should be returned together in
the same envelope.
2. Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001, the Company specifies that to be
entitled to attend and vote at the Meeting (and for
the purpose of the determination by the Company of
the number of votes they may cast), members must be
entered on the Company’s register of members at close
of business 48 hours before the meeting. If the Meeting
is adjourned then, to be so entitled, members must be
entered on the Company’s register of members at the
time which is at close of business 48 hours before the
time fixed for the adjourned meeting or, if the Company
gives notice of the adjourned meeting, at the time
specified in that notice.
3. We are encouraging shareholders to vote electronically.
Detailed below are the methods available to appoint a
proxy: completing your proxy appointment online by
logging on to www.sharevote.co.uk. Alternatively, if you
have already registered for an account with Equiniti’s
ShareView portfolio service, log into your account at
www.shareview.co.uk and select Jupiter Green Investment
Trust plc. If you require support with accessing either of
the above this is available by calling our registrars, Equiniti,
on +44 (0)371 384 2030; requesting a hard copy form of
proxy from Equiniti on the telephone number shown
above and returning the completed form to the address
shown on the form; in the case of CREST electronic
proxy appointment service, in accordance with the
procedures set out below; or for institutional investors
you may also be able to appoint a proxy electronically
via the Proxymity platform, a process which has been
agreed by the Company and approved by the Registrar.
For further information regarding Proxymity, please go to
www.proxymity.io. Before you can appoint a proxy via
this process you will need to have agreed to Proxymity’s
associated terms and conditions. It is important you read
these carefully as you will be bound by them and they
will govern the electronic appointment of your proxy.
For shareholders holding their shares through a nominee,
please contact your nominee in order to register your
vote.
In each case proxies need to be received by Equiniti no later
than 11:00 a.m. on 12 September 2023. Completion of a form
of proxy will not prevent the shareholder from attending the
meeting and voting in person.
4. If you require a paper proxy please contact our Registrar,
Equiniti, on + 44 (0) 371 384 2030. Lines are open between
08:30 – 17:30, Monday to Friday excluding public holidays
in England and Wales.
5. As at 4 July 2023 (being the latest practicable date prior
to the publication of the Notice) the Company’s issued
share capital was 33,724,958 ordinary shares of 0.1p each,
of which 13,043,464 are held in treasury. As a result the
total voting rights as at 4 July 2023 is 20,681,494.
6. The vote ‘Withheld’ is provided to enable you to abstain
on any particular resolution. However, it should be noted
that a ‘Withheld’ vote is not a vote in law and will not be
counted in the calculation of the proportion of the votes
‘For’ and ‘Against’ a resolution.
7. Any questions shareholders have concerned the business
to be conducted at the meeting may be emailed to
Nick.Black@jupiteram.com. Please include your name
and shareholder reference number. The Company will
respond to each shareholder.
8. CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment
service may do so for the Annual General Meeting to
be held on 14 September 2023 and any adjournment(s)
thereof by using the procedures described in the CREST
Manual. CREST Personal Members or other CREST
sponsored members, and those CREST members who
have appointed a voting service provider(s), should refer
to their CREST sponsor or voting service provider(s), who
will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made
using the CREST service to be valid, the appropriate
CREST message (a ‘CREST Proxy Instruction’) must be
properly authenticated in accordance with CRESTCo’s
specifications and must contain the information required
for such instructions, as described in the CREST Manual.
The message, regardless of whether it constitutes
the appointment of a proxy or an amendment to the
instruction given to a previously appointed proxy must,
in order to be valid, be transmitted so as to be received
by the Company’s agent ID (RA19) by the latest time(s) for
receipt of proxy appointments specified in the notice
of meeting. For this purpose, the time of receipt will be
taken to be the time (as determined by the timestamp
applied to the message by the CREST Applications Host)
from which the Company’s agent is able to retrieve the
message by enquiry to CREST in the manner prescribed
by CREST. After this time any change of instructions
to proxies appointed through CREST should be
communicated to the appointee through other means.
CREST members and, where applicable, their CREST
sponsors or voting service providers should note that
CRESTCo does not make available special procedures
93
FOR THE YEAR ENDED 31 MARCH 2023
in CREST for any particular messages. Normal system
timings and limitations will therefore apply in relation
to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to take
(or, if the CREST member is a CREST personal member
or sponsored member or has appointed a voting
service provider(s), to procure that his CREST sponsor
or voting service provider(s) take(s)) such action as shall
be necessary to ensure that a message is transmitted by
means of the CREST system by any particular time. In this
connection, CREST members and, where applicable, their
CREST sponsors or voting service providers are referred,
in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and
timings.
The Company may treat as invalid a CREST Proxy
Instruction in the circumstances set out in Regulation
35(5)(a) of the Uncertificated Securities Regulations 2001.
9. If you have disposed of your holding in the Company, the
report should be passed on to the person through whom
the sale or transfer was aected for transmission to the
purchaser or transferee.
10. Any person to whom this Notice is sent who is a person
nominated under Section 146 of the Companies Act
2006 to enjoy information rights (a Nominated Person)
may, under an agreement between him/her and the
shareholder by whom he/she was nominated, have a right
to be appointed (or to have someone else appointed)
as a proxy for the meeting. If a Nominated Person has
no such proxy appointment right or does not wish to
exercise it, he/she may, under any such agreement, have
a right to give instructions to the shareholder as to the
exercise of voting rights.
Corporate Representatives
Any corporation which is a shareholder can appoint one
or more corporate representatives who may exercise on
its behalf all of its powers as a shareholder, provided that
they do not do so in relation to the same shares.
11. A copy of the Notice of meeting and other information
required by Section 311A of the Companies Act 2006, can
be found at www.jupiteram.com/JGC.
12. Under Sections 338 and 338A of the 2006 Act, members
meeting the threshold requirements in those sections
have the right to require the Company: (i) to give, to
members of the Company entitled to receive notice of
the meeting, notice of a resolution which those members
intend to move (and which may properly be moved)
at the meeting; and/or (ii) to include in the business to
be dealt with at the meeting any matter (other than a
proposed resolution) which may properly be included in
the business at the meeting. A resolution may properly
be moved, or a matter properly included in the business
unless: (a) (in the case of a resolution only) it would,
if passed, be ineective (whether by reason of any
inconsistency with any enactment or the Company’s
constitution or otherwise); (b) it is defamatory of any
person; or (c) it is frivolous or vexatious. A request made
pursuant to this right may be in hard copy or electronic
form, must identify the resolution of which notice is to
be given or the matter to be included in the business,
must be accompanied by a statement setting out the
grounds for the request, must be authenticated by
the person(s) making it and must be received by the
Company not later than the date that is six clear weeks
before the meeting, and (in the case of a matter to be
included in the business only) must be accompanied by a
statement setting out the grounds for the request.
13. Under Section 527 of the Act, shareholders meeting the
threshold requirement set out in that section have the
right to require the Company to publish on a website
a statement setting out any matter relating to: (i) the
audit of the Company’s Accounts (including the auditors’
report and the conduct of the audit) that are to be laid
before the meeting; or (ii) any circumstances connected
with an auditors of the Company ceasing to hold oce
since the previous AGM at which the annual accounts
and reports were laid in accordance with Section 437 of
the Act. The Company may not require the shareholders
requesting any such website publication to cover any
costs incurred in complying with Section 527 or 528 and
is required to forward any statement placed on a website
to the Company’s auditors not later than the time when
it makes the statement on the website. The business
which may be dealt with at the meeting includes any
statements that the Company has been required under
Section 527 of the Act to publish on a website.
14. Shareholders are advised that, unless otherwise stated,
any telephone number, website and email address set
out in this Notice of Meeting, Form of Proxy, or Annual
Report should not be used for the purpose of serving
information on the Company (including the service of
documents or information relating to the proceedings at
the Company’s AGM).
JUPITER GREEN INVESTMENT TRUST PLC | ANNUAL REPORT AND ACCOUNTS
4
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JUPITER
GREEN INVESTMENT
TRUST PLC
Annual Report & Accounts
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