JUPITER
GREEN INVESTMENT
TRUST PLC
Annual Report & Accounts
For the year ended 31 March 2022
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JUPITER GREEN INVESTMENT TRUST PLC | ANNUAL REPORT AND ACCOUNTS
4
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1
FOR THE YEAR ENDED 31 MARCH 2022
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
12
Company Profiles for Top Twenty Investments
14
Analysis of Investments by Investment Theme, Stage of Development, Geography and Economic Sector
16
Stock Stories
17
Strategic Review
19
Dividend Policy, Planned Life of the Company, Discount Control and Subscription Rights
33
Report of the Directors & Governance
Directors
34
Report of the Directors
36
Corporate Governance
43
Report of the Audit Committee
46
Directors’ Remuneration Report and Policy
48
Statement of Directors’ Responsibilities
51
Independent Auditors’ Report
53
Accounts
Statement of Comprehensive Income
62
Statement of Financial Position
63
Statement of Changes in Equity
64
Cash Flow Statement
65
Notes to the Accounts
66
Company Information
82
Investor Information
83
Important Risk Warnings
92
Glossary of Terms including Alternative Performance Measures
93
Annual General Meeting
Notice of Annual General Meeting
95
Notes for the Annual General Meeting
97
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.
3
FOR THE YEAR ENDED 31 MARCH 2022
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;
The COVID-19 pandemic and its associated economic crisis have triggered an acceleration in a number of
structural sustainability trends in which the Company is invested. As a result, from the year ended 31 March
2021, we have adjusted the Company’s investment focus 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 2022
Capital Performance
As at 31 March
2022
As at 31 March
2021
Total assets less current liabilities (£’000) 55,390 53,304
Ordinary Share Performance
As at 31 March
2022
As at 31 March
2021
% change
Mid market price (p) 210.00 264.00 -20.5
Undiluted net asset value per ordinary share
258.43 266.73 -3.1
Undiluted net asset value per ordinary share (p)
(with dividend paid of 0.64p added back; 2021: 1.30p) 259.07 268.03 -3.3
Diluted net asset value per ordinary share
259.18 258.24 +0.4
Diluted net asset value per ordinary share (p) (with dividend paid of 0.64p
added back; 2021: 1.30p) 259.82 259.54 +0.1
MSCI World Small Cap Index*** 412.12 401.82 +2.6
Discount to net asset value (%)
18.74 1.02
Ongoing charges ratio (%) excluding finance costs (Note 6)
1.57 1.73 -9.2
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
* 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 2022 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 93.
Strategic Report
Heading (continued)
FOR THE YEAR ENDED 31 MARCH 2022
5
Chairman’s Statement
I am pleased to present
the Annual Report and
Accounts for the Jupiter
Green Investment Trust
PLC (‘the Company’) for
the twelve months to
31 March 2022.
The need for
environmental solutions to climate challenges
remains as pressing as ever, but the attention of
global investment markets and global policymakers
have been somewhat taken up with other matters.
In the first half of the year under review, vaccines
against COVID-19 started to be rolled out around
the world. This raised hopes that, from the summer
of 2021 onwards, the tide would turn against the
pandemic and societies and economies could unlock.
Reality didn’t turn out that way, although it is notable
now that most governments across the world are
trying to live with COVID-19 rather than eradicate it
altogether through tough lockdowns.
The re-emergence of inflation has been the subject
of much debate in investment markets for a while
now, but speculation about whether inflation would
be persistent or transitory really took hold during
the first quarter of 2022, when the consensus judged
that inflation was likely to be more persistent,
and that Central Banks would need to be more
aggressive in fighting inflation. In March 2022, the
US Federal Reserve raised base interest rates for
the first time since December 2018, and signalled
further incremental rises to come. This change in
guidance led to a significant downturn in market
sentiment and a shift in market leadership from
higher growth companies in favour of cheaply valued
companies. This shift in discussed in more detail in
the Investment Adviser’s Review.
The dominant global news story through the final
two months of the year under review, however, was
the terrible events unfolding in Ukraine, as Russia’s
full scale invasion took many people by surprise and
triggered a geopolitical and humanitarian crisis. At the
time of writing, the remarkable bravery and success
of the Ukrainians in resisting the invasion has forced
Russia onto the back foot, with the main theatre of
conflict now centred on the eastern parts of Ukraine.
Sadly, there seems little immediate prospect of a
ceasefire or peace deal.
Any talk of the economic consequences pales into
insignificance next to the human suering we are
witnessing in Ukraine, but our responsibility is to
invest our shareholders’ capital and so we naturally
have a duty to consider how the war has impacted
global investment markets.
The disruption to commodities markets, as well
as energy markets, has been profound, as Ukraine
and Russia are major exporters of key industrial,
agricultural and fossil fuel materials. This has fed into
the inflation dynamics mentioned before, as well as
triggering much talk about the role that fossil fuels
have to play in the global economy.
High oil and gas prices have delivered a dramatic
spike to the profits of fossil fuel companies which
has caused a significant relative performance
headwind to any investment strategy that excludes
such industries. While nobody is pretending that the
age of fossil fuels is already over, we should be in no
doubt: the burning of finite and highly polluting fossil
fuels to generate energy remains in terminal decline.
Any remaining gaps in existing renewable energy
generation, storage and release capabilities simply
underline the fact that – despite how far we’ve
come already – further investment and innovation
still lies ahead as the world’s energy mix cleans up
in the years to come. Meanwhile, an emerging wave
of innovative environmental solutions continues
to make strides in other areas, such as the circular
economy and biodiversity, while the drive to rebuild
economies following COVID-19 has greener and more
sustainable policies at its heart the world over.
This environment is a rich hunting ground for
investors in environmental solutions, and the range
of opportunities and the inevitable risks of investing
in any asset class mean that taking an active approach
based on detailed fundamental analysis of business
across multiple themes remains crucial.
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
6
Chairman’s Statement (continued)
Investment performance
During the twelve months under review, and in line
with the market in general, the net asset value of the
Company’s ordinary shares with dividends paid was
-3.3%. This compared to a return of -20.5% for the
Company’s share price and a return of +2.6% for the
Company’s benchmark index, the MSCI World Small
Cap Index.
The shares of the Company traded at a discount to
net assets of less than 10% until the outbreak of the
Ukranian war when global stock markets became
significantly more volatile. The eect of this was to
increase the discount to around 15% of net asset
value. The Board continues to monitor the level of
the discount carefully and expects it to reduce as and
when general market sentiment improves.
A review of the investment performance of the
Company over the course of the period is set out by
Jon Wallace in the Investment Adviser’s Review in the
following pages.
-20
-15
-10
-5
0
5
10
Discount
Premium
31.03.21
31.03.22
30.06.21
30.09.21
31.12.21
Price per share relative
to net asset value per share
Share Price Discount/Premium to Net Asset Value (1 April 2021 – 31 March 2022)
FOR THE YEAR ENDED 31 MARCH 2022
7
Dividends
In September 2020, the Board established a dividend
policy that would involve paying one final dividend
per annum in October equal to the current revenue
of the Company. This policy would allow the
Manager to focus on generating capital growth by
investing in innovative growth companies. In the year
ended 31 March, 2022, the Company incurred a small
loss of £6,000 on the Revenue account and therefore
the Board has concluded that no dividend should
be declared.
Outlook
Many hopes for the future of our planet were pinned
on the outcomes of the delayed COP 26 conference,
which took place in Glasgow late last year. During
the conference, nations made pledges to stop public
investment in coal power, end deforestation, reduce
carbon and methane emissions and to do it all in a
shorter timescale than previously intended.
However, there is no escaping from the fact that
these pledges did not go far enough to limit global
temperature increases to 1.5 degrees. One silver lining
is that the pace of change in this area of regulation
is accelerating and major policy and regulation
changes have already been announced since COP26.
These include the EU’s Carbon Border Adjustment
Mechanism (CBAM), which aims to equalise the
price of carbon between domestic EU production
and imported goods. Under CBAM, importers
will have an obligation to buy carbon certificates
corresponding to the carbon price that would have
been paid had the goods been produced under the
EU’s carbon pricing rules. Not only should this create
a level playing field when it comes to carbon pricing
for goods sold in the EU, it should also provide an
incentive for countries outside the EU to reduce
the carbon intensity of their industries in order to
improve their global competitiveness.
What is more, just before the end of the period
under review, the US Securities and Exchange
Commission proposed a major change in US climate
regulation that would require corporations to
disclose not only their current carbon emissions
(Scope 1 and Scope 2, plus Scope 3 where material)
but also their physical and transition risks related
to climate change. In the context of the historic
approach to this topic in the US, the new proposals
are very progressive.
These are examples of the tangible steps that
are being taken on a global scale to meet the
environmental challenges that the world faces.
But big picture policy and regulation can’t change
everything. What is needed more than ever are
innovative technological developments and
fresh thinking towards environmental solutions
that can drive the change necessary to deliver
a decarbonisation of the global economy and a
safeguarding of natural capital. In this area the
opportunities are already plentiful and still growing,
and it is exactly what the Jupiter Green Investment
Trust is set up to capitalise upon.
Michael Naylor
Chairman
15 July 2022
Heading (continued)
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.
Exciting and dynamic companies
We invest in some of the most innovative and
exciting companies in the world. The top twenty
holdings in the portfolio are described on pages 14
and 15. On pages 17 and 18, we describe two of the
companies in more detail.
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?
Heading (continued)
FOR THE YEAR ENDED 31 MARCH 2022
9
Market review
The period began with
the rollout of vaccines
across the world, in a
race to outpace the
spread of the Delta
variant and, later, the
Omicron variant.
In the US, Joe Biden secured senate approval
for a $1trn infrastructure package, but political
compromises mean this was a slimmed down
version of the original proposal, and ongoing
concerns amongst his Democrat colleagues mean
that he struggled to get the bill successfully through
Congress. This marked the beginning of a trend,
as the Biden administration’s initial plans for a
progressive policy agenda on many issues – not least
climate change – have not fared well upon contact
with the political reality in Washington. As a result,
ambitions have been scaled back quite significantly
over the course of the last year.
The theme of frustrated ambitions continued with
the COP26 Climate Conference in Glasgow, which
delivered a series of small steps, but lacked the
overall ambition and urgency needed to place the
globe on a trajectory capable of limiting climate
change to 1.5 degrees. Among the areas of progress
were China-US commitments on climate change
cooperation and agreements on “phasing down’’
of coal, curbing methane emission and halting
deforestation.
In the early months of 2022, the market became
preoccupied with continued rises in inflation, and
increasingly hawkish language from major Central
Banks, most significantly the US Federal Reserve,
which raised interest rates in March and guided the
market to expect several more incremental rises over
the rest of the year.
The pressures on inflation were intensified by Russia’s
invasion of Ukraine which, in addition to exacting a
horrific humanitarian toll, disrupted global supplies
of energy as well as agricultural and industrial
commodities. The profits of fossil fuel companies
surged alongside oil and gas prices, although the
conflict highlighted the paramount importance of
aordable, secure energy and greater eciency
of its use – challenges that several of the Trust’s
investment themes are well placed to meet.
Policy review
The Company’s approach to investing in
environmental 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 longterm.
Investment Adviser’s Review
Heading (continued)
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
10
As referenced in the interim report, the first half
of the period under review was characterised by a
slump in the share price of some innovator stocks,
largely due to profit-taking amidst a change in
market sentiment that turned against longer-term
growth potential. Examples included Re:NewCell, a
Swedish company, born out of top materials science
institutions, which is a leader in the emerging field
of textiles recycling, as well as Ceres Power, a UK-
based hydrogen fuel cell energy specialist. In both
cases, share price performance was weak despite
solid progress in the underlying businesses that
took significant steps towards delivering on the
opportunity in their respective markets.
The period since the interim report, and in particular
since the turn of the year, saw a further deterioration
in sentiment in the market, however, as concerns
heightened about the speed of a policy ‘pivot’ from
Central Banks belatedly and agressively beginning
a new interest rate hiking cycle to tackle inflation.
In this environment, the market favoured anything
with predictable earnings, a high degree of pricing
power to pass on the impact of inflation, or the
ability to benefit from rising interest rates. In short,
innovator companies, positioned to capitalise upon
a multi-decade structural growth trend but not yet
demonstrating positive earnings, were particularly
out of favour, and the Company’s investment returns
were impacted accordingly. As we discuss in the
Outlook below, however, we believe the long-
term growth picture for Environmental Solutions
companies has if anything been strengthened by
recent events.
Within the portfolio, the theme that performed
best over the year was the Circular Economy –
featuring companies providing innovative solutions
to waste management, sustainable materials and/
or resource stewardship. Several of the top positive
contributions to returns over the year came from
stocks in this theme, including Casella Waste
Systems, Veolia and Daiseki. Another strong theme
was Sustainable Oceans & Freshwater Systems,
as companies focused on the conservation and
management water were among the beneficiaries
of increased infrastructure spending, notably from
the US infrastructure bill. Evoqua, another of our
Sustainable Oceans & Freshwater Systems holdings,
also performed well following its addition to
portfolio. This in part reflected growth in interest for
its solutions for dealing with ‘forever chemicals’ (such
as polyfluoroalkyl substances, or ‘PFAS’ for short) that
are named as such because PFAS can leak into the
environment from a range of everyday uses and do
not breakdown even over many decades.
A couple of notable exceptions to the positives in
the theme, however, were Itron and Xylem – both
of which suered from disruption to their supply
chains, particular surrounding the availability of
semiconductor chips.
Elsewhere, the Clean Energy theme was a negative
over the course of the year – although recovered
slightly in the last few months of the period as the
world moved to reduce reliance on traditional fossil
fuel energy sources from Russia. This weakness was
driven by the scaled back ambitions of US climate
policy, as share prices had entered 2021 already largely
pricing in a more aggressive climate plan than was
ultimately able to pass through Congress. The need
for resilient, low-carbon and lower-cost energy is
in our view a structural positive for clean energy
systems, and so having reduced our exposure at the
beginning of 2021, we have selectively added a small
amount of exposure following the further de-rating
in the market in early 2022.
Outlook
Recent months, as noted above, have seen an
increase in market volatility and a rotation away
from the sort of long-duration structural growth
trends of which Environmental Solutions companies
are typically a part. What is more, in the near term
it has become more challenging for environmental
solutions businesses to have visibility on nearer-term
factors such as supply chain disruption and cost
inflation and their overall earnings impact.
Investment Adviser’s review (continued)
Heading (continued)
FOR THE YEAR ENDED 31 MARCH 2022
11
Crucially, though, the long-term growth picture for
these companies is arguably stronger than ever, as
the gathering momentum around eorts to mitigate
climate change, as well as renewed focus on issues
surrounding biodiversity and natural capital, provide
traction for companies that can address multiple
environmental challenges. Our conviction remains
that companies focussed on providing solutions
across these challenges can provide superior returns
over the medium and longterm.
Jon Wallace
Fund Manager
Jupiter Asset Management Limited
Investment Adviser
15 July 2022
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
12
At 31 March 2022
31 March 2022 31 March 2021
Company Country of Listing
Market value
£‘000
Percentage
of Portfolio
Market value
£‘000
Percentage
of Portfolio
Evoqua Water Technologies United States of America 2,176 4.0 – –
Koninklijke DSM Netherlands 1,830 3.4 1,609 3.2
Veolia Environnement France 1,824 3.4 1,116 2.2
Schneider Electric France 1,684 3.1 – –
Sensirion Holding Switzerland 1,672 3.1 827 1.6
NextEra Energy Partners United States of America 1,657 3.1 1,347 2.6
Monolithic Power Systems United States of America 1,537 2.9 – –
Vestas Wind Systems Denmark 1,530 2.8 1,937 3.8
Hannon Armstrong Sustainable
Infrastructure Capital, REIT United States of America 1,513 2.8 1,711 3.4
Infineon Technologies Germany 1,474 2.7 910 1.8
Orsted Denmark 1,396 2.6 1,635 3.2
Befesa Luxembourg 1,370 2.6 886 1.7
Renewi United Kingdom 1,336 2.5 447 0.9
Daikin Industries Japan 1,331 2.5 – –
Prysmian Italy 1,329 2.5 1,061 2.1
SolarEdge Technologies United States of America 1,316 2.5 692 1.4
Regal Rexnord United States of America 1,268 2.4 1,127 2.2
Borregaard Norway 1,248 2.3 1,693 3.3
Advanced Drainage Systems United States of America 1,216 2.3 – –
TOMRA Systems Norway 1,176 2.2 1,130 2.2
Casella Waste Systems United States of America 1,153 2.2 501 1.0
First Solar United States of America 1,125 2.1 1,119 2.2
Watts Water Technologies United States of America 1,077 2.0 875 1.7
Stantec Canada 1,042 1.9 846 1.6
Aptiv Jersey 1,023 1.9 – –
Valmont Industries United States of America 997 1.9 948 1.9
Acuity Brands United States of America 931 1.7 596 1.2
Daiseki Japan 909 1.7 990 1.9
Sensata Technologies Holding United Kingdom 900 1.7 1,108 2.1
Shimano Japan 881 1.6 865 1.7
Umicore Belgium 872 1.6 1,012 2.0
Clean Harbors United States of America 869 1.6 590 1.2
Flat Glass Group China 852 1.6 – –
Horiba Japan 821 1.5 896 1.8
Re:NewCell Sweden 810 1.5 1,562 3.1
Innergex Renewable Energy Canada 800 1.5 755 1.5
Xylem United States of America 776 1.5 1,113 2.2
Novozymes Denmark 769 1.4 587 1.2
Ceres Power Holdings United Kingdom 726 1.4 1,216 2.4
Azbil Japan 707 1.3 1,424 2.8
Mayr Melnhof Karton Austria 669 1.2 739 1.4
Trainline United Kingdom 607 1.1 803 1.6
BorgWarner United States of America 604 1.1 686 1.3
Investment Portfolio
13
FOR THE YEAR ENDED 31 MARCH 2022
31 March 2022 31 March 2021
Company Country of Listing
Market value
£‘000
Percentage
of Portfolio
Market value
£‘000
Percentage
of Portfolio
Atlas Copco Sweden 600 1.1 663 1.3
Corbion Netherlands 573 1.1 – –
Homann Green Cement
Technologies France 544 1.0 814 1.6
Greencoat Renewables Ireland 531 1.0 552 1.1
ANDRITZ Austria 492 0.9 457 0.9
Brambles Australia 455 0.8 470 0.9
Knorr-Bremse Germany 439 0.8 675 1.3
Agronomics Isle of Man 339 0.6 – –
Total Investments 53,776 100.0
The holdings listed above are all equity shares unless otherwise stated.
Cross Holdings in other Investment Companies
As at 31 March 2022, 1.0% of the company’s total assets was invested in Greencoat Renewables, a UK 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.
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
14
Key to Investment Themes
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.
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.
Veolia Environnement Veolia Environnement is focussed on providing water, waste and energy management
services.
Schneider Electric Schneider Electric SE manufactures electrical power products to enable energy eciency,
ranging from car chargers to voltage transformers.
Sensirion Holding Sensirion Holding AG operates as a holding company. The Company, through its
subsidiaries, manufactures gas and liquid flow sensors for the measurement of humidity
and temperature, volatile organic compounds, and carbon dioxide. Sensirion Holding
serves automotive, industrial, medical, and consumer good sectors worldwide.
NextEra Energy Partners NextEra Energy Partners LP owns, operates and acquires contracted clean energy projects
including wind and solar.
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.
Hannon Armstrong Hannon Armstrong Sustainable Infrastructure Capital, Inc. provides debt and equity
financing to the energy eciency and renewable energy markets.
Infineon Technologies Infineon Technologies AG is a world leader in semiconductor solutions that make life
easier, safer and greener.
Orsted Orsted develops, constructs, and operates oshore wind farms, solar farms, energy
storage facilities and bio-energy plants and provides energy products to its customers.
Company Profiles for Top Twenty Investments
15
FOR THE YEAR ENDED 31 MARCH 2022
Befesa Befesa’s business is to provide sustainable solutions to the steel and aluminium industries
through servicing and recycling hazardous residues generated in the value chains of
secondary steel and aluminium producers. The company is a key enabler of the transition
towards ecient ‘electric arc’ steel manufacture that can replace traditional blast furnaces
and reduce environmental impacts in the process.
Renewi Renewi is a European waste management business with a focus on recovering resources
from waste and working with leading businesses to enable their circular economy eorts.
Daikin Industries Daikin Industries, Ltd. is a Japanese multinational air conditioning and heat-pump
manufacturing company headquartered in Osaka.
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.
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.
Regal Rexnord Regal Rexnord is a leading manufacturer of highly energy ecient electric motors, motion
controls, power generation and mechanical power transmission products serving markets
throughout the world.
Borregaard Borregaard ASA is a supplier of specialised biochemicals that can substitute
petrochemicals. Borregaard’s main product oerings are lignin-based products and
specialty cellulose.
Advanced Drainage
Systems
Advanced Drainage Systems, an industry leader in making high-performing, durable pipe
built to provide you with innovative stormwater management solutions.
TOMRA Systems Tomra Systems is a Norway-based Company providing advanced and cost-eective
systems for recovering packaging and other used material for recycling globally.
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
16
As at 31 March 2022 (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* 1.51 1.35 4.12 1.13 0.65 0.00 8.76
Accelerators* 8.28 19.92 12.53 3.52 8.99 6.31 59.55
Leaders* 7.55 3.39 7.15 6.77 – 6.83 31.69
Total 2022 17.34 24.66 23.80 11.42 9.64 13.14 100.00
* 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 2022 (ex-cash)
Sectors
United
States of
America
%
Japan
%
France
%
Denmark
%
United
Kingdom
%
Norway
%
Other
%
Total
%
Basic Materials – – – – – 2.32 4.71
7.03
Consumer Discretionary 3.02 1.64 – – 1.13 – – 5.79
Consumer Staples – – – – – – 4.46 4.46
Energy 4.54 – – 2.84 1.35 – – 8.73
Health Care – – – 1.42 0.64 – – 2.06
Industrials 13.32 5.32 4.14 – – 2.19 12.64 37.61
Real Estate 2.82 – – – – – – 2.82
Technology 2.86 – – – – – 2.47 5.33
Utilities 10.89 1.69 3.39 2.59 2.48 – 5.13 26.17
Total 2022 37.45 8.65 7.53 6.85 5.60 4.51 29.41 100.00
Analysis of Investments by Geography and Economic Sector
Analysis of Investments by Investment Theme and Stage of Development
FOR THE YEAR ENDED 31 MARCH 2022
17
As at 31 March 2022 (ex-cash)
Sectors
United
States of
America
%
Japan
%
France
%
Denmark
%
United
Kingdom
%
Other
%
Totals
2022
%
Totals
2021
%
Totals
2020
%
Basic Materials – – – – – 7.0 7.0 11.5 5.7
Consumer Goods 1.1 1.6 – – – 6.4 9.1 10.4 8.8
Consumer Services – – – – 1.1 – 1.1 2.9 3.3
Financials 2.8 – – – – – 2.8 3.4 4.7
Health Care – – – 1.4 – 0.6 2.0 1.2 1.6
Industrials 11.8 5.3 4.1 – 1.7 14.5 37.4 38.5 53.5
Oil & Gas 4.6 – – 2.8 1.4 – 8.8 9.8 1.0
Technology 2.9 – – – – 2.7 5.6 2.9 4.6
Utilities 10.9 1.7 3.4 2.6 2.5 5.1 26.2 19.4 16.8
Totals 2022 34.1 8.6 7.5 6.8 6.7 36.3 100.0 100.0 100.0
Stock Stories
Jupiter Green invests in some of the most
exciting and innovative companies focused on
solving a range of environmental challenges of
the world. Two examples of these companies
are Evoqua and Sensirion which are described in
more detail in this section.
Evoqua (Sustainable Oceans &
Freshwater Systems, Accelerator)
Evoqua is a global leader in helping municipalities and
industrial customers protect and improve one of the
world’s most fundamental natural resources: water.
The company has a range of solutions including
tackling ‘forever chemicals’, a growing issue that
is now firmly in the sights of regulation across the
globe. Polyfluroalkyl substances, known as ‘PFAS’ are
man-made chemicals found in everyday items such
as fast-food wrappers, stain-resistant fabrics, non-
stick cookware and firefighting foams. Because the
bonds of PFAS can take decades to breakdown, they
are also accumulating in the natural environment, in
rivers, lakes, streams, aquifers, municipal and private
wells, impacting drinking water and process water.
While finding substitutes for PFAS is a focus for
environmental solutions investors, so too is tackling
the PFAS already in our environment. Evoqua
provides eective water treatment for PFAS and
other emerging contaminants.
Evoqua is focused on sustainable technologies for our oceans and freshwater systems.
Heading (continued)
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
18
Sensirion
(Green Buildings & Industry, Innovator)
Sensirion is a pure-play sensor company that span-
o from the Swiss Federal Institute of Technology
in Zurich. The company remains at the forefront
of sensor innovation and has a track record of
developing and manufacturing sophisticated and
cost-eective environmental and flow sensor
solutions for the automotive, medical, industrial and
consumer markets.
In the first stage of the company’s commercial
success, Sensirion introduced a first generation of
sensors for carbon dioxide (CO2), particulate matter
(PM2.5), formaldehyde and volatile organic
compounds (VOC). These sensors are critical to
eciently managing air conditioning for example.
With 40% of global energy consumption used for
buildings, Sensirion contributes to its customers’
applications to achieve more ecient operations. In
the automotive applications, the company’s humidity
and temperature sensors ensure optimal energy-
ecient control and ensure that the air conditioner
only runs when needed.
Stock Stories (continued)
Sensiron is an innovator in the Green Buildings and Industry theme.
FOR THE YEAR ENDED 31 MARCH 2022
19
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 11.
There has been no significant change in the activities
of the Company during the year to 31 March 2022
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
longterm, 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
The COVID-19 pandemic and its associated economic
crisis have triggered an acceleration in a number of
structural sustainability trends in which the Company
is invested. As a result, for the year ended 31 March
2021, we adjusted the Company’s investment focus
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
Heading (continued)
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
20
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
(including loans to or shares in the Company’s own
subsidiaries) 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. The Company does not conduct a
trading activity which is significant in the context
of the group as a whole; 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. Despite the widening discount
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)
Heading (continued)
FOR THE YEAR ENDED 31 MARCH 2022
21
emerging risks and uncertainties that may aect the
Company as detailed on page 23.
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 33.
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. The
existing loan facility matures on 24 August, 2022 and
the Board expects to enter into a new facility in the
coming weeks on similar terms for a further period of
two years.
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
22
Strategic Review (continued)
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 75,000 ordinary shares for
holding in treasury during the year under review at a
discount of 8.18%.
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
FOR THE YEAR ENDED 31 MARCH 2022
23
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 1,524,328 ordinary shares from treasury during
the year under review.
Principal 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.
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
with, amongst other regulations, the Companies Act
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
24
Strategic Review (continued)
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 73 to 77.
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 Balance
Sheet 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
the Ukraine.
Unfortunately, there is little direct control of this risk
and 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 34.
The Company’s policy on board diversity is included
in the Corporate Governance section of the Report
of the Directors on page 44.
As at 31 March 2022, 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
FOR THE YEAR ENDED 31 MARCH 2022
25
third-party suppliers. There are therefore no
disclosures to be made in respect of employees.
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 shareholders.
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.
JUPITER GREEN INVESTMENT TRUST PLC
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26
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. As a result of the COVID-19
pandemic, the majority of board meetings were held
virtually, reducing travel and associated pollution. 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.
Strategic Review (continued)
Heading (continued)
27
FOR THE YEAR ENDED 31 MARCH 2022
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 ad retail in
nature and details of those with
substantial shareholdings are
detailed on page 36.
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 41.
The board and investment adviser welcome your questions which may be
submitted to Magnus.Spence@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 40.
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 91 of this report.
Heading (continued)
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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 38 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.
Strategic Review (continued)
Heading (continued)
FOR THE YEAR ENDED 31 MARCH 2022
29
S takeholder Engagement
How we engage
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.
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 supplies 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 new CEO of the AIC attended the board meeting
of the company in March 2022. The company engages with AIC consultations
such as voting on the AIC Board elections.
Heading (continued)
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30
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 75,000 ordinary
shares of the company on 8 July
2021. During April and May 2021, the
Company issued 342,000 shares when
the shares were trading at a premium
to NAV.
Board evaluation As referred to in [insert cross ref
to Directors report – performance
evaluation current page 41] the
board has discussed the benefits
of conducting an external board
evaluation as recommended by the
AIC Code of Corporate Governance.
Having carefully considered proposals
from external evaluators, a decision
was made to proceed with Lintstock
for the 2022 evaluation.
Board succession In the previous annual report the
company reported the intention of
Michael Naylor and Polly Courtice
to retire at the company’s annual
general meeting in 2022. The Board
discussed its succession plans
at several times during the year
recognising that it is in the best
interests of shareholders to ensure
a smooth and orderly succession
for both Michael Naylor and Polly
Courtice.
The board has decided that
Michael Naylor continue as
Chairman 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 the board
felt that given his skills, experience
and knowledge of the Company he
still had more to oer.
The board have decided to appoint
Baroness Bryony Worthington in
place of Polly Courtice.
Strategic Review (continued)
Heading (continued)
FOR THE YEAR ENDED 31 MARCH 2022
31
Principal Decisions
Issue How we engage Decision
Loan The Company may utilise gearing
at the director’s discretion for the
purpose of financing the Company’s
portfolio and enhancing shareholder
returns.
The Company engaged with
a number of providers to find
a suitable loan facility for the
Company.
As a result 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.
Annual General Meeting As a result of the COVID-19
Pandemic the board discussed
dierent ways in which to conduct
the company’s AGM to ensure
shareholders had the opportunity
to participate safely in line with
public health measures.
The board decided that it would be
in the best interests of shareholders
and shareholder engagement if
the company oered shareholders
the opportunity to attend the
2021 AGM and ask questions by
webcast. Following a tender process
the company contracted with a
third party supplier to provide
additional webcast functionality
for the 2021 AGM. The Board
discussed and considered repeating
the webcast option for the 2022
AGM and decided that it was not
in shareholders interests to incur
the additional cost given the level
of take-up at the 2021 AGM and
shareholders preference to attend
an in-person AGM. The Board has
therefore decided to conduct the
2022 AGM in-person only.
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.
Heading (continued)
JUPITER GREEN INVESTMENT TRUST PLC
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32
Principal Decisions
Issue How we engage Decision
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.
Strategic Review (continued)
Heading (continued)
FOR THE YEAR ENDED 31 MARCH 2022
33
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.
No dividend will be paid for the year ended 31 March 2022.
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 a premium
and the board has issued shares out of treasury between 6 April and 12 May 2021 to meet the demand for the
Company’s shares. The Company’s shares have also traded at a discount and on 8 July 2021 the Company bought
back 75,000 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
15 July 2022
Dividend Policy, Planned Life of the Company, Discount Control and
Subscription Rights
Heading (continued)
JUPITER GREEN INVESTMENT TRUST PLC
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34
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, 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 1983, Chief Executive and Chairman of
Tideford Organic Foods, co-founder of Windsor Investment Management 1985 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.
Dame Polly Courtice
†
(Chairman of the Nomination Committee)
Date of appointment: 24 April 2006; due to retire at the 2022 AGM
Is Emeritus Founding Director of the University of Cambridge Institute for Sustainability Leadership (1989-2021).
She is a non-executive director of Anglian Water Services Ltd, a Board Advisor to the British Standards Institute,
and also serves on Supervisory Board of Mercedes-Benz and an Advisor to Terra Firma Capital Partners. She is
a member of the judging panel for the Queen’s Award for Sustainable Development, and a member of the
Cambridgeshire and Peterborough Independent Commission on Climate. She was made a Dame Commander of
the Order of the British Empire (DBE) in June 2016, was appointed a member of the Royal Victorian Order in 2008.
In 2021 she was appointed a Deputy Lieutenant of Cambridgeshire.
Report of the Directors & Governance
Heading (continued)
FOR THE YEAR ENDED 31 MARCH 2022
35
Baroness Bryony Worthington
to be appointed 7 September 2022
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 current 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.
Heading (continued)
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
36
The directors present the Annual Report and
Accounts of the Company for the year ended
31 March 2022.
Results and Dividends
At the AGM of shareholders held on 4 September
2018 a resolution was passed to alter the Articles of
Association of the Company to 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 utilise
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 62 and 63 and the Notes
to the Accounts on pages 66 to 81.
On 1 September 2021 the Company announced
the payment of a final dividend of 0.64p (net)
per ordinary share for the year ended 31 March
2021 which was paid on 1 October 2021 to those
shareholders on the register of shareholders on
17 September 2021.
No dividend will be paid for the year ended
31 March 2022.
Capital Structure
Ordinary shares
As at 31 March 2022 the Company’s issued share
capital was 33,724,958 ordinary shares of 0.1p each of
which 12,291,644 were held in treasury. As a result the
total voting rights as at 31 March 2022 were 21,433,314.
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 1,524,328 ordinary shares were issued from treasury
and 75,000 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 2022. 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 2022
% of Total
voting rights at
31 March 2022
Jupiter Fund
Management* 3,657,174 17.06
Hargreaves Lansdown,
stockbrokers (execution
only) 2,822,624 13.17
Rathbone Nominees
Limited 1,161,971 5.42
Interactive Investor
Services Nominees 1,030,619 4.81
Brewin Dolphin,
stockbrokers 637,982 2.98
* previously disclosed by Jupiter Asset Management Limited,
part of the Jupiter group of companies.
Report of the Directors
Heading (continued)
FOR THE YEAR ENDED 31 MARCH 2022
37
37
Subscription Rights
At the AGM of shareholders held on 20 June 2012
resolutions were approved altering the Articles
of Association of the Company to provide for
subscription rights to be embedded within the
ordinary shares. In addition a revised discount control
policy was ratified and the share buyback authority
renewed. 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 2023. The 2022 subscription rights exercise
resulted in the sale and issuance of 2,567 ordinary
shares from treasury. As at 14 April 2022 the issued share
capital of the Company was 33,724,958 ordinary shares
of which 12,289,077 were held in treasury. As a result
the total voting rights were 21,435,881 as at that date.
The board is proposing a special resolution to amend
the articles of association at the AGM (number 10) in
relation to subscription rights.
The proposed amendment is intended to allow
shareholders who hold their shares in uncertificated
form (that is, in CREST) to more easily exercise
their subscription rights through CREST. Currently,
uncertificated shareholders must send a hard copy
exercise notice to the Company. The proposed
amendment will allow the Company’s registrar to grant
entitlements in CREST to shareholders on the register
at the subscription record date, and such entitlements
may then be exercised in CREST in the 30 day period
leading up to the Subscription Date (the timeframe
under the current procedures).
Repurchase of Shares
Authority to Repurchase Shares
At the AGM held on 1 September 2021 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 34. Baroness Bryony
Worthington was appointed subsequent to the
financial year end on 7 September 2022. All other
directors held oce throughout the year under
review. In March 2020 Jaz Bains was appointed the
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
38
Report of the Directors (continued)
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 48 to 50 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.
Conflicts of Interest
Each director has a statutory duty to avoid a
situation where he has 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 80.
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 80.
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
FOR THE YEAR ENDED 31 MARCH 2022
39
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 2023.
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 (2022/23) 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
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
40
Report of the Directors (continued)
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.
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
FOR THE YEAR ENDED 31 MARCH 2022
41
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,
7 September 2022 at 11.30 a.m. at the oces of Jupiter
Asset Management Limited, The Zig Zag Building,
70 Victoria Street, London SWIE 6SQ.
Please refer to the Notice on page 95 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 £7,115. This authority will represent
one third of the Company’s issued share capital as at
11 July 2022 (excluding treasury shares). This authority
will expire at the conclusion of the Company’s AGM
in 2023 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: 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 £2,134. This sum represents
2,134,739 ordinary shares of 0.1p each, being
equivalent to approximately 10% of the current
issued share capital as at 11 July 2022 (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 11: Authority to buy back shares (special
resolution)
Resolution 11 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 12: Notice of General Meetings (special
resolution)
Resolution 12 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 2021 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.
Heading (continued)
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
42
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 14,
as set out in the Notice of Annual General Meeting.
By order of the board
Jupiter Asset Management Limited
Company Secretary
15 July 2022
Report of the Directors (continued)
Heading (continued)
FOR THE YEAR ENDED 31 MARCH 2022
43
Corporate Governance Compliance Statement
This statement, together with the Statement
of Directors’ Responsibilities on page 51 and
the statement of Internal Controls on page 39,
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 role of the chief executive; and
Executive director’s remuneration
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.
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 23 and 39 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 2022 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. The
Chairman does not serve as a director of any other
investment companies managed by Jupiter.
Corporate Governance
Heading (continued)
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
44
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. Prior to the formal evaluation process in
2020, both Michael Naylor and Dame Polly Courtice,
having served on the board in excess of nine years,
advised of their intention to retire as directors of
the Company in advance of the 2020 AGM. It was
therefore agreed that the process to search for
candidates to succeed both directors should be
undertaken. As explained in the previous annual
report as a result of the COVID-19 pandemic and
resultant market conditions, Michael Naylor and
Dame Polly Courtice were asked to re-consider their
proposed retirement as directors of the Company
and both subsequently agreed to remain as directors
of the Company until the conclusion of the 2022
AGM or until such time that suitable replacement
directors have been sourced prior to the 2022 AGM.
The board have since 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 felt that he still had more to oer.
Following an interview process, the Nomination
Committee, proposed the appointment of Baroness
Bryony Worthington to the Board being satisfied that
this candidate would complement the current skills,
experience and knowledge of the existing Directors.
Baroness Bryony Worthington was duly appointed
as an independent non-executive Director of the
Company with eect from 7 September 2022, and
is subject to election by shareholders at the 2022
AGM. Baroness Bryony Worthington has also been
appointed as a member of the Audit, Nomination and
Management Engagement Committees with eect
from 5 July 2022.
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.
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.
Dame Polly Courtice will not oer herself for
re-election at this year’s AGM. The Board, having
considered the individual contribution and skills
of each of its members, is recommending that all
other Directors be re-elected and Baroness Bryony
Worthington be 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.
Directors are also encouraged to attend industry
events including those specific to investment trusts.
Corporate Governance (continued)
Heading (continued)
FOR THE YEAR ENDED 31 MARCH 2022
45
Performance Evaluation
During the year under review, in order to review the
eectiveness of the Board, its Committees and the
individual Directors, the Board arranged a formal
external evaluation. This was facilitated by way of
questionnaires between an external consultant,
Lintstock, and each Director. The findings of the
Board evaluation were positive and identified
growing the Company as a priority. 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. 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 consists of the entire board. Simon Baker is
Chairman of the Audit Committee. The Report of the
Audit Committee can be found on page 46.
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 will
be 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
4/4 2/2 1/1 1/1
For and on behalf of the board
Michael Naylor
Chairman
15 July 2022
Heading (continued)
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
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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, 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 69. The Company’s year ended 31 March 2022
is the current audit partner’s fourth of a five year
maximum term.
Significant Accounting Matters
During its review of the Company’s accounts for the
year ended 31 March 2022, 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:
Report of the Audit Committee
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
Heading (continued)
FOR THE YEAR ENDED 31 MARCH 2022
47
to be updated following board discussion - see paper on
disclosures for 30 March 2022 meeting
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 2022 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 (2021: £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 2022, 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
15 July 2022
Heading (continued)
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ANNUAL REPORT AND ACCOUNTS
48
Introduction
The board is pleased to present the Company’s annual
remuneration report for the year ended 31 March
2022 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 53 to 61.
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, and should be sucient to attract
and retain individuals of high calibre with suitable
knowledge and experience.
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 2022, 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 2021 and 31 March 2022 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 also 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
Heading (continued)
FOR THE YEAR ENDED 31 MARCH 2022
49
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
M Naylor 3 July 2009 Annually
S Baker 31 July 2015 Annually
J Bains 4 December 2018 Annually
Dame P Courtice* 24 April 2006 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 2022 and 31 March 2021 respectively:
Director
Fees
£
Expenses
£
Total
remuneration for
the year ended
31 March 2022
£
Fees
£
Expenses
£
Total
remuneration for
the year ended
31 March 2021
£
Michael Naylor* 30,000 – 30,000 30,000 – 30,000
Simon Baker** 27,000 – 27,000 27,000 – 27,000
Jaz Bains 25,000 – 25,000 25,000 – 25,000
Dame Polly Courtice 25,000 – 25,000 25,000 – 25,000
Total 107,000 – 107,000 107,000 – 107,000
* Chairman of the board.
** Chairman of the Audit Committee.
Annual percentage change in remuneration of
directors
The table to the right is a new 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 receieved in the financial year
ended 31 March 2022 compared to the financial year
ended 31 March 2021.
Director
2022
Total fees %
change
2021
Total fees %
change
Michael Naylor – –
Simon Baker – –
Jaz Bains – –
Dame Polly Courtice – -0.4
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 1 September
2021, in respect of the approval of the Directors’ Remuneration Report.
Votes cast for Votes cast against Total
votes
cast
Number
of votes
withheldNumber % Number %
1,245,015 99.78 2,584 0.21 1,247,599 2,017
* Not standing for re-election in 2022.
Heading (continued)
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
50
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 2022 are
shown in the table below.
Directors’ interest in ordinary shares (audited)
31 March
2022
31 March
2021
M Naylor 18,070 16,381
S Baker 9,075 8,250
J Bains 2,000 –
Dame P Courtice 18,628 16,936
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 80. 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 2022
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 2022,
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
15 July 2022
-50
0
50
100
150
200
250
Source: Bloomberg.
Rebased to 0 as at 31 March 2012.
31/03/2012
31/03/2013
31/03/2014
31/03/2015
31/03/2016
31/03/2017
31/03/2018
31/03/2019
31/03/2020
31/03/2021
31/03/2022
Green IT NAV
Green IT Price MSCI Small Cap
Directors’ Remuneration Report and Policy (continued)
Heading (continued)
FOR THE YEAR ENDED 31 MARCH 2022
51
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 30 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
Heading (continued)
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
52
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
15 July 2022
Statement of Directors’ Responsibilities (continued)
FOR THE YEAR ENDED 31 MARCH 2022
53
To the Members of Jupiter Green Investment Trust PLC
Opinion
We have audited the financial statements of
Jupiter Green Investment Trust PLC (“Company”)
for the year ended 31 March 2022 which comprise
the Statement of Comprehensive Income, the
Statement of Financial Position, the Statement of
Changes in Equity, the Cash Flow Statement 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 2022 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 believe that
the audit evidence we have obtained is sucient and
appropriate to provide a basis for our opinion.
Independence
We are independent of the Company in accordance
with the ethical requirements that are relevant to
our audit of the financial statements in the UK,
including the FRC’s Ethical Standard as applied to
public interest entities, and we have fulfilled our
other ethical responsibilities in accordance with these
requirements.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the Company and we
remain independent of Company in conducting the
audit.
Conclusions relating to going concern
In auditing the financial statements, we have
concluded that the Directors’ use of the going
concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of
the Directors’ assessment of the Company’s ability
to continue to adopt the going concern basis of
accounting included:
We confirmed our understanding of the
Company’s going concern assessment process and
engaged with the Directors and the Company
Secretary those factors they considered important
in their assessment. We considered whether
the factors taken account of in the Directors’
assessment addressed those matters which we
considered important.
We inspected the Directors’ assessment of going
concern, including the revenue forecast, for the
period to 31 July 2023 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 COVID-19 pandemic
and other significant events that could give risk
to market volatility 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.
In relation to the Company’s borrowing
arrangements, we assessed the risk of breaching
the debt covenants as a result of a reduction
Independent Auditors’ Report
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
54
in the value of the Company’s portfolio. We
recalculated the Company’s compliance with debt
covenants and performed reverse stress testing in
order to identify what factors would lead to the
Company breaching the financial covenants.
We considered the mitigating factors included in
the revenue forecasts and covenant calculations
that are within the control of the Company.
We reviewed the Company’s assessment of the
liquidity of the investments held and evaluated
the Company’s ability to sell those investments
in order to cover working capital requirements
should revenue decline significantly.
We reviewed the Company’s going concern
disclosures included in the annual report in
order to assess 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 the period to 31
July 2023, which is at least twelve months from the
date the financial statements are authorised for issue.
In relation to the Company’s reporting on how they
have applied the UK Corporate Governance Code,
we have nothing material to add or draw attention to
in relation to the Directors’ statement in the financial
statements about whether the Directors considered
it appropriate to adopt the going concern basis of
accounting.
Our responsibilities and the responsibilities of
the Directors with respect to going concern are
described in the relevant sections of this report.
However, because not all future events or conditions
can be predicted, this statement is not a guarantee
as to the Company’s ability to continue as a going
concern.
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, including controls and
changes in the business environment when assessing
the level of work to be performed.
Climate change
There has been increasing interest from stakeholders
as to how climate change will impact companies. The
Company has determined that the impact of climate
change could aect the Company’s investments
and the overall investment process. This is explained
on page 24 in the principal and emerging risks
section, which form part of the “Other information,”
rather than the audited financial statements. Our
procedures on these disclosures therefore consisted
solely of considering whether they are materially
inconsistent with the financial statements or our
knowledge obtained in the course of the audit or
otherwise appear to be materially misstated.
Independent Auditors’ Report (continued)
Heading (continued)
FOR THE YEAR ENDED 31 MARCH 2022
55
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 IFRS. We also challenged the Directors’
considerations of climate change in their assessment
of viability and associated disclosures.
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.
Heading (continued)
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
56
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 46 in
the Report of the Audit Committee
and as per the accounting policy set
out on page 66).
The total revenue for the year to
31 March 2022 was £0.69m (2021:
£0.66m), 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 judgment in determining
whether income receivable in the
form of special dividends should be
classified as ‘revenue’ or ‘capital’ in
the Income Statement.
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 and
accrued, we recalculated the income
by multiplying the investment
holdings at the ex-dividend date,
traced from the accounting records,
by the dividend per share, which
was agreed to an independent data
vendor. We also agreed a sample of
dividends received and accrued to
bank statements. Where dividends
are received or accrued in foreign
currency, we translated the amount
into the reporting currency of the
Company using exchange rates
sourced from an independent data
vendor.
For all dividends accrued, we
reviewed the investee company
announcement to assess whether
the dividend obligation arose prior
to 31 March 2022.
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)
Heading (continued)
FOR THE YEAR ENDED 31 MARCH 2022
57
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 vendor to identify
those which were special. We
confirmed one special dividend
was received during the year which
was above our testing threshold.
We assessed the appropriateness
of management’s classification as
revenue by reviewing the underlying
rationale for the distribution.
Incorrect valuation or ownership
of the investment portfolio (as
described on page 46 in the Report
of the Audit Committee and as per
the accounting policy set out on
page 66).
The valuation of the investment
portfolio at 31 March 2022 was
£53.78m (2021: £51.03m) 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
2022 to an independent
confirmation received directly
from the Company’s Custodian and
Depositary.
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.
Heading (continued)
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
58
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 (2021: £0.53m ), which is 1% (2021: 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 judgment was that performance
materiality was 75% (2021: 75%) of our planning
materiality, namely £0.42m (2021: £0.40m). 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 (2021: £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 (2021: £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
contained within the annual report.
Our opinion on the financial statements does not
cover the other information and, except to the
extent otherwise explicitly stated in this report, we
do not express any form of assurance conclusion
thereon.
Our responsibility is to read the other information
and, in doing so, consider whether the other
information is materially inconsistent with the
financial statements or our knowledge obtained in
the course of the audit or otherwise appears to be
materially misstated. If we identify such material
inconsistencies or apparent material misstatements,
we are required to determine whether there is 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)
Heading (continued)
FOR THE YEAR ENDED 31 MARCH 2022
59
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion the part of the Directors’
remuneration report to be audited has been properly
prepared in accordance with the Companies Act
2006.
In our opinion, based on the work undertaken in the
course of the audit:
the information given in the Strategic report and
the Directors’ report for the financial year for
which the financial statements are prepared is
consistent with the financial statements; and
the Strategic report and Directors’ report have
been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by
exception
In the light of the knowledge and understanding of
the company and its environment obtained in the
course of the audit, we have not identified material
misstatements in the Strategic report or Directors’
report.
We have nothing to report in respect of the
following matters in relation to which the Companies
Act 2006 requires us to report to you if, in our
opinion:
adequate accounting records have not been kept,
or returns adequate for our audit have not been
received from branches not visited by us; or
the financial statements and the part of the
Directors’ remuneration report to be audited are
not in agreement with the accounting records and
returns; or
certain disclosures of Directors’ remuneration
specified by law are not made; or
we have not received all the information and
explanations we require for our audit.
Corporate Governance Statement
The Listing Rules require us to review the Directors’
statement in relation to going concern, longer-term
viability and that part of the Corporate Governance
Statement relating to the Company’s compliance
with the provisions of the UK Corporate Governance
Code specified for our review.
Based on the work undertaken as part of our audit,
we have concluded that each of the following
elements of the Corporate Governance Statement is
materially consistent with the financial statements or
our knowledge obtained during the audit:
Directors’ statement with regards to the
appropriateness of adopting the going concern
basis of accounting and any material uncertainties
identified set out on page 39;
Directors’ explanation as to its assessment of the
Company’s prospects, the period this assessment
covers and why the period is appropriate set out
on page 20;
Directors’ statement on fair, balanced and
understandable set out on page 51;
Board’s confirmation that it has carried out a
robust assessment of the emerging and principal
risks set out on page 23;
The section of the annual report that describes
the review of eectiveness of risk management
and internal control systems set out on page 39;
and
The section describing the work of the Audit
Committee set out on page 46.
Responsibilities of Directors
As explained more fully in the Directors’
responsibilities statement set out on page 51, 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.
Heading (continued)
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
60
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
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 the Company is complying
with those frameworks through discussions with
the Audit Committee and Company Secretary
and review of Board minutes and the Company’s
documented policies and procedures.
We assessed the susceptibility of the Company’s
financial statements to material misstatement,
including how fraud might occur by considering
the key risks impacting the financial statements.
We identified 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.
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 ended 31 March 2019 and
subsequent financial periods.
Independent Auditors’ Report (continued)
Heading (continued)
FOR THE YEAR ENDED 31 MARCH 2022
61
The period of total uninterrupted engagement
is four years, covering the years ending from our
appointment through to the period ending 31
March 2022.
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.
Susan J Dawe (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory
Auditor
Edinburgh
15 July 2022
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
62
for the year ended 31 March 2022
Year ended 31 March 2022 Year ended 31 March 2021
Note
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
(Loss)/gain on investments at fair value through
profit or loss 10 – (356) (356) – 18,032 18,032
Foreign exchange gain/(loss) – 155 155 – (46) (46)
Income 3 692 – 692 660 – 660
Total income/(loss) 692 (201) 491 660 17,986 18,646
Investment management fee 4 (102) (307) (409) (77) (232) (309)
Other expenses 5 (500) – (500) (390) (59) (449)
Total expenses (602) (307) (909) (467) (291) (758)
Net return/(loss) before finance costs and tax 90 (508) (418) 193 17,695 17,888
Finance costs 7 (10) (29) (39) (9) (25) (34)
Return/(loss) on ordinary activities
before taxation 80 (537) (457) 184 17,670 17,854
Taxation 8 (86) – (86) (46) – (46)
Net (loss)/return after taxation (6) (537) (543) 138 17,670 17,808
(Loss)/return per ordinary share 9 (0.03)p (2.51)p (2.54)p 0.72p 92.54p 93.26p
Diluted (Loss)/return per ordinary share 9 (0.03)p (2.51)p (2.54)p 0.71p 90.38p 91.09p
* There is no other comprehensive income and therefore the ‘Net return/(loss) after taxation’ is the total comprehensive income 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 66 to 81 form part of these accounts.
FOR THE YEAR ENDED 31 MARCH 2022
63
Statement of Financial Position
as at 31 March 2022
Note
2022
£’000
2021
£’000
Non current assets
Investments held at fair value through profit or loss 10 53,776 51,025
Current assets
Prepayments and accrued income 11 181 157
Cash and cash equivalents 4,614 3,161
4,795 3,318
Total assets 58,571 54,343
Current liabilities
Other payables 12 (3,181) (1,039)
Total assets less current liabilities 55,390 53,304
Capital and reserves
Called up share capital 15 34 34
Share premium 16 2,465 1,563
Redemption reserve* 17 239 239
Retained earnings* 18 52,652 51,468
Total equity shareholders’ funds 55,390 53,304
Net Asset Value per ordinary share 19 258.43p 266.73p
Diluted Net Asset Value per ordinary share 19 259.18p 258.24p
* 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 15 July 2022 and signed on its behalf by:
Michael Naylor
Chairman
Company Registration Number 05780006
The Notes on pages 66 to 81 form part of these accounts.
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
64
for the year ended 31 March 2022
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.
For the year ended 31 March 2021
Share
Capital
£’000
Share
Premium*
£’000
Redemption
Reserve
£’000
Retained
Earnings
£’000
Total
£’000
Balance at 31 March 2020 34 29,748 239 2,560 32,581
Net return for the year – – – 17,808 17,808
Dividends paid – – – (244) (244)
Ordinary shares reissued from treasury – 1,563 – 1,596 3,159
Transfer to capital account in retained earnings – (29,748) – 29,748 –
Balance at 31 March 2021 34 1,563 239 51,468 53,304
Dividends paid during the period were paid out of revenue reserves.
* In order to simplify the presentation of the capital and reserves of the Company, the balance on the share premium £29.7 million,
transferred to the capital account of the retained earnings during the year ended 31 March 2021. This transfer had no impact on the level
of distributable reserves or on the net assets of the Company.
Statement of Changes in Equity
The Notes on pages 66 to 81 form part of these accounts.
FOR THE YEAR ENDED 31 MARCH 2022
65
for the year ended 31 March 2022
Note
2022
£’000
2021
£’000
Cash flows from operating activities
Investment income received (gross) 693 677
Deposit interest received 1 –
Investment management fee paid (438) (289)
Other cash expenses (455) (456)
Interest paid (39) (33)
Net cash outflow from operating activities before taxation (238) (101)
Taxation (86) (46)
Net cash outflow from operating activities 20 (324) (147)
Net cash flows from investing activities
Purchases of investments (14,268) (10,606)
Sale of investments 11,161 9,541
Net cash outflow from investing activities (3,107) (1,065)
Cash flows from financing activities
Shares repurchased (188) –
Shares reissued from treasury 2,954 3,159
Drawdown of short-term bank loan 2,100 900
Equity dividends paid (137) (244)
Net cash inflow from financing activities 21 4,729 3,815
Increase in cash 1,298 2,603
Change in cash and cash equivalents
Cash and cash equivalents at start of year 3,161 604
Realised gain/(loss) on foreign currency 155 (46)
Cash and cash equivalents at end of year 4,614 3,161
Cash Flow Statement
The Notes on pages 66 to 81 form part of these accounts.
66
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 2022. 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 15 July 2022. 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 24, 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
2023 summarised on page 39.
(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 (2021: 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 or 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 the fair value, being the
consideration given.
Notes to the Accounts
67
FOR THE YEAR ENDED 31 MARCH 2021
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 recog-
nised 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 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 2022:
IFRS 3: Eective for annual reporting periods
beginning on or after 1 January 2022 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
2023.
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
68
1. Accounting policies (continued)
Definition of Accounting Estimates – Amendments
to UK adopted International Accounting Standards
IAS 8. Eective for annual reporting periods
beginning on or after 1 January 2023.
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
2023.
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 2023.
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 2022
69
3. Income
Year ended
31 March 2022
£’000
Year ended
31 March 2021
£’000
Income from investments
Dividends from UK companies 21 59
Dividends from overseas companies 670 601
Deposit interest 1 –
Total income 692 660
Special dividends received in the year amounted to £0.06m (2021: £0.01m) allocated to revenue and £nil (2021: £nil)
allocated to capital.
4. Investment management fee
Year ended 31 March 2022 Year ended 31 March 2021
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Investment management fee 102 307 409 77 232 309
75% (2021: 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 2022 Year ended 31 March 2021
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Directors’ remuneration (see page 49) 107 – 107 107 – 107
Auditors’ remuneration including VAT – audit 44 – 44 31 – 31
Fund accounting 58 – 58 55 – 55
Broker fees 36 – 36 37 – 37
Registrar services 51 – 51 34 – 34
Professional and legal fees 30 – 30 4 59 63
Public Relations Fee 47 – 47 5 – 5
Other 127 – 127 117 – 117
500 – 500 390 59 449
6. Ongoing charges
Year ended
31 March 2022
£’000
Year ended
31 March 2021
£’000
Investment management fees 409 309
Other expenses 500 449
Total expenses (excluding finance costs) 909 758
Average net assets 58,063 43,800
Ongoing charges % 1.57 1.73
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
70
7. Finance costs
Year ended 31 March 2022 Year ended 31 March 2021
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Non-utilisation fee 3 9 12 8 23 31
Short-term loan interest 7 20 27 1 2 3
10 29 39 9 25 34
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 2022, £3.0 million (2021: £0.9 million) was drawdown of the loan facility.
8. Taxation
Year ended 31 March 2022 Year ended 31 March 2021
Tax on ordinary activities
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Overseas tax 86 – 86 46 – 46
The tax assessed for the year equates to that resulting from applying the standard rate of corporation tax in the
UK of 19% (2021: 19%).
The calculation is explained below:
Year ended
31 March 2022
£’000
Year ended
31 March 2021
£’000
(Loss)/return on ordinary revenue activities before taxation (457) 17,854
Corporation tax at 19% (2021: 19%) (87) 3,392
Eects of
Exempt dividend income (113) (108)
Unrelieved tax losses and other deductions arising in the period 229 184
Capital expenses deductible for tax purposes (64) (49)
Foreign tax suered 86 46
Tax free capital loss/(gain) in investments 38 (3,417)
Double tax relief received (3) (2)
Current tax charge for the year 86 46
There are unrelieved management expenses at 31 March 2022 of £9,374,000 (2021: £8,510,000) but the related
deferred tax asset at 25% (2021: 19%) 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 2022
71
9. Earnings per ordinary share
The earnings per ordinary share figure is based on the net loss for the year of £543,000 (2021: net profit £17,808,000)
and on 21,416,147 (2021: 19,094,849) 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 2022
£’000
Year ended
31 March 2021
£’000
Net revenue (loss)/profit
(6) 138
Net capital (loss)/profit (537) 17,670
Net total (loss)/profit (543) 17,808
Weighted average number of ordinary shares in issue during the year used for the
purposes of the undiluted calculation 21,416,147 19,094,849
Weighted average number of ordinary shares in issue during the year used for the
purposes of the diluted calculation 21,416,147 19,550,233
Undiluted
Revenue (losses)/earnings per ordinary share (0.03)p 0.72p
Capital (losses)/earnings per ordinary share (2.51)p 92.54p
Total (losses)/earnings per ordinary share (2.54)p 93.26p
Diluted
Revenue (losses)/earnings per ordinary share (0.03)p 0.71p
Capital (losses)/earnings per ordinary share (2.51)p 90.38p
Total (losses)/earnings per ordinary share (2.54)p 91.09p
Any ordinary shares to be issued under the ordinary subscription rules were anti-dilutive for the year ended
31 March 2022.
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
72
10. Non current assets
Year ended
31 March 2022
£’000
Year ended
31 March 2021
£’000
Market value of investments at beginning of year
51,025 31,880
Net unrealised gain at beginning of year (22,322) (5,897)
Cost of investments at beginning of year 28,703 25,983
Purchases at cost during year 14,268 10,606
Sales at cost during year (8,114) (7,886)
Cost of investments at end of year 34,857 28,703
Net unrealised gain at the year end 18,919 22,322
Market value of investments at end of year 53,776 51,025
Year ended
31 March 2022
£’000
Year ended
31 March 2021
£’000
Listed on UK stock exchange
3,909 6,801
Listed on overseas stock exchanges 49,867 44,224
Market value of investments at end of year 53,776 51,025
Gain on investments
2022
£’000
2021
£’000
Net gains on sale of investments 3,047 1,607
Movement in unrealised (losses)/gains (3,403) 16,425
(Loss)/gain on investments (356) 18,032
Transaction costs
The following transaction costs were incurred during the year:
Year ended
31 March 2022
£’000
Year ended
31 March 2021
£’000
Purchases 15 8
Sales 6 5
21 13
11. Other Receivables
2022
£’000
2021
£’000
Prepayments and accrued income 181 157
181 157
Notes to the Accounts (continued)
FOR THE YEAR ENDED 31 MARCH 2022
73
12. Other payables
2021
£’000
2020
£’000
Interest payable 2 1
Non-utilisation fee 1 3
Short-term bank loan 3,000 900
Other creditors 178 135
3,181 1,039
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
(2021: same).
During the year the Company used the loan facility as follows:
Date Amount Borrowed Date Renewed
10 March 2021 £0.9 million 10 June 2021
10 June 2021 £0.9 million 10 September 2021
11 June 2021 £1.6 million 13 September 2021
10 September 2021 £0.9 million 10 December 2021
13 September 2021 £1.6 million 13 December 2021
10 December 2021 £0.9 million 10 March 2022
13 December 2021 £2.1 million 13 March 2022
10 March 2022 £0.9 million 10 June 2022
13 March 2022 £2.1 million 14 June 2022
As at 31 March 2022, the outstanding loan balance of £0.9 million and £2.1 million were renewed on 10 March 2022
and 13 March 2022 with an interest rate of 1.0825% and 1.0671% respectively. These was renewed on 10 June 2022
and 14 June 2022 respectively.
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
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
74
13. Derivatives and other financial instruments (continued)
The Investment Adviser’s policies for managing these risks are summarised below and have been applied
throughout the year.
(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 +/-5% (2021 +/-10%) £/Norwegian Krone +/-5%
(2021: +/-10%)
£/Australian Dollar +/-5%
(2021: +/-10%)
£/Japanese Yen +/-5% (2021: +/-10%) £/Euro +/-5% (2021: +/-5%)
£/Swedish Krona +/-5%
(2021: +/-5%)
£/Danish Krone +/-5% (2021: +/-5%) £/Canadian Dollar +/-5%
(2021: +/-5%)
£/Hong Kong Dollar +/-5%
(2021: +/-10%)
£/Swiss Franc +/-5% (2021: +/-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:
2022 2021
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 (2) 1,228 1,226 (3) 1,861 1,858
Euro (1) 678 677 (1) 517 516
Japanese Yen – 231 231 (1) 502 501
Norwegian Krone – 121 121 (1) 403 402
Canadian Dollar – 92 92 – 80 80
Danish Krone – 184 184 – 207 207
Swedish Krona – 70 70 – 148 148
Swiss Franc – 83 83 – 41 41
Hong Kong Dollar – 42 42 – 54 54
Australian Dollar – 23 23 – 47 47
(3) 2,752 2,749 (6) 3,860 3,854
Notes to the Accounts (continued)
FOR THE YEAR ENDED 31 MARCH 2022
75
If sterling had strengthened against the currencies below this would have the following eect:
2022 2021
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 2 (1,228) (1,226) 3 (1,861) (1,858)
Euro 1 (678) (677) 1 (517) (516)
Japanese Yen – (231) (231) 1 (502) (501)
Norwegian Krone – (121) (121) 1 (403) (402)
Canadian Dollar – (92) (92) – (80) (80)
Danish Krone – (184) (184) – (207) (207)
Swedish Krona – (70) (70) – (148) (148)
Swiss Franc – (83) (83) – (41) (41)
Hong Kong Dollar – (42) (42) – (54) (54)
Australian Dollar – (23) (23) – (47) (47)
3 (2,752) (2,749) 6 (3,860) (3,854)
(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
paid in the year.
The impact of a 20 per cent. increase in the value of investments on the revenue return as at 31 March 2022 is a
decrease of £19,000 (2021: £18,000) and on the capital return is an increase of £10,699,000 (2021: £10,151,000).
The impact of a 20 per cent. fall in the value of investments on the revenue return as at 31 March 2022 is an
increase of £19,000 (2021: £18,000) and on the capital return is a decrease of £10,699,000 (2021: £10,151,000).
(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
76
13. Derivatives and other financial instruments (continued)
The financial assets (excluding short-term debtors and creditors) consist of:
2022 2021
Floating rate
£’000
Non-interest
bearing
£’000
Total
£’000
Floating rate
£’000
Non-interest
bearing
£’000
Total
£’000
Sterling 53 3,008 3,061 266 5,141 5,407
US Dollar 4,558 20,138 24,696 2,887 15,817 18,704
Euro – 13,631 13,631 – 10,398 10,398
Japanese Yen 3 4,649 4,652 8 5,040 5,048
Norwegian Krone – 2,424 2,424 – 4,053 4,053
Danish Krone – 3,695 3,695 – 4,159 4,159
Hong Kong Dollar – 852 852 – 544 544
Swedish Krona – 1,410 1,410 – 2,975 2,975
Canadian Dollar – 1,842 1,842 – 1,601 1,601
Swiss Franc – 1,672 1,672 – 827 827
Australian Dollar – 455 455 – 470 470
4,614 53,776 58,390 3,161 51,025 54,186
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 2022.
The financial liabilities consist of:
2022 2021
Floating rate
£’000
Non-interest
bearing
£’000
Total
£’000
Floating rate
£’000
Non-interest
bearing
£’000
Total
£’000
Sterling – 3,000 3,000 – 900 900
– 3,000 3,000 – 900 900
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
Notes to the Accounts (continued)
FOR THE YEAR ENDED 31 MARCH 2022
77
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 2022 was £4,795,000 (2021: £3,318,000) consisting of short-term debtors, cash and cash equivalents.
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
IAS 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:
2022 2021
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Equity Investments 53,776 – – 53,776 51,025 – – 51,025
53,776 – – 53,776 51,025 – – 51,025
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
78
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
2022
£ Number
2021
£
Allotted, issued and fully paid
Ordinary shares of 0.1p each 33,724,958 33,725 33,724,958 33,725
1,524,328 new ordinary shares were issued from treasury between 06 April 2021 and 12 May 2021.
On 8 July 2021, 75,000 (0.22%) ordinary shares were repurchased into treasury at prices of 248.0p per share.
12,291,644 ordinary shares were held in treasury at 31 March 2022 (31 March 2021: 13,740,972).
16. Share Premium
2022
£’000
2021
£’000
At beginning of year 1,563 29,748
Premium on reissue of shares from treasury during the year 902 1,563
Transfer to capital account in retained earnings – (29,748)
At end of year 2,465 1,563
1,182,328 shares were re-issued from treasury at a discount to NAV of 35.35% from the 2021 subscription price.
327,000 shares were re-issued from treasury at an average discount to NAV of 1.09%.
17. Redemption reserve
2022
£’000
2021
£’000
At beginning of year 239 239
At end of year 239 239
Notes to the Accounts (continued)
FOR THE YEAR ENDED 31 MARCH 2022
79
18. Retained earnings
The table below shows the movement in the retained earnings analysed between revenue and capital items.
2022 2021
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
At beginning of year 143 51,325 51,468 249 2,311 2,560
Net income for the year (6) (537) (543) 138 17,670 17,808
Dividends paid 0.64p (2021: 1.30p) (137) – (137) 52 – (244)
Ordinary shares reissued from treasury – 2,052 2,052 – 1,596 1,596
Ordinary shares repurchased – (188) (188) – – –
Transfer from share premium – – – – 29,748 29,748
At end of year – 52,652 52,652 143 51,325 51,468
Dividends during the period paid from revenue reserves.
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
£55,390,000 (2021: £53,304,000) and on 21,433,314 (2021: 19,983,986) ordinary shares, being the number of ordinary
shares in issue at the year end, excluding treasury shares.
2022 2021
Undiluted
Ordinary shareholders’ funds (£’000) 55,390 53,304
Number of ordinary shares in issue 21,433,314 19,983,986
Net asset value per ordinary share (pence) 258.43 266.73
Diluted
Ordinary shareholders’ funds assuming exercise of Subscription shares (£’000) 61,106 56,768
Number of potential ordinary shares in issue 23,576,645 21,982,385
Net asset value per ordinary share (pence) 259.18 258.24
The diluted net asset value per ordinary share assumes that all outstanding dilutive subscription rights (2022:
2,143,331, 2021: 1,998,399) 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 2022. 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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ANNUAL REPORT AND ACCOUNTS
80
20. Reconciliation of net cash outflow from operating activities
2022
£’000
2021
£’000
Net (loss)/return after taxation (543) 17,808
Loss/(gain) on investments at fair value through profit or loss 356 (18,032)
(Increase)/decrease in prepayments and accrued income (24) 10
Increase in accruals and other creditors 42 21
Foreign exchange (gain)/loss (155) 46
Net cash outflow from operating activities (324) (147)
21. Reconciliation of financial liabilities
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
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 is a tiered fee amounting 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 2021 to 31 March 2022 was £409,172 (year to 31 March
2021: £309,169) with £33,296 (31 March 2021: £62,307) 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 43 and as set out in Note 5 to the Accounts on page 65
and the beneficial interests of the Directors in the Ordinary shares of the Company as disclosed on page 45.
Notes to the Accounts (continued)
FOR THE YEAR ENDED 31 MARCH 2022
81
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 2021: 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 2022 (2021: Nil).
24. Post balance sheet events
Since the year end (1 April to July 2022) 88,487 ordinary shares were repurchased to be held in treasury and 2,567
ordinary shares were re-issued from treasury.
JUPITER GREEN INVESTMENT TRUST PLC
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82
Directors Michael Naylor, Chairman
Jaz Bains, Senior Independent Director
Simon Baker, Chairman of the Audit Committee
Baroness Bryony Worthington (to be appointed 7 September 2022)
Dame Polly Courtice
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 Link Group
Central Square, 29 Wellington Street, Leeds LS1 4DL
Telephone 0371 664 0300
Lines are open from 09:00 a.m. to 5:30 p.m. Monday to Friday. Calls are
charged at the standard geographic rate and will vary by provider.
Telephone (international) +44 (0)371 664 0300
Calls outside the United Kingdom will be charged at the applicable
international rate
Email enquiries@linkgroup.co.uk
Website www.linkgroup.eu
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 2022
83
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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ANNUAL REPORT AND ACCOUNTS
84
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)
FOR THE YEAR ENDED 31 MARCH 2022
85
AIFMD Remuneration Disclosure
Under the requirements of the Alternative
Investment Fund Managers Directive (‘AIFMD’), JUTM
comprises Jupiter Fund Management PLC and all of
its subsidiaries (‘Jupiter’) is required to comply with
certain disclosure and reporting obligations for funds
that are considered to be Alternative Investment
Funds. This includes the Jupiter Green Investment
Trust PLC.
Jupiter operates a Group-wide remuneration policy,
which applies to all employees across the Group. All
employees are incentivised in a similar way and are
rewarded according to personal performance and
Jupiter’s success. Details of the remuneration policy,
including the applicable financial and non-financial
criteria, are set out in the detailed remuneration
policy disclosures available via the following link:
https://www.jupiteram.com/corporate/
Governance/Risk-management
Remuneration decisions are governed by Jupiter’s
Remuneration Committee (the ‘Committee’), which
meets on a regular basis to consider remuneration
matters across the Group. In order to avoid conflicts
of interest, the Committee comprises independent
non-executive directors, and no individual is involved
in any decisions regarding their own remuneration.
JUTM’s board includes two independent, non-
executive directors who are remunerated directly
by the company. No other members of the board
receive remuneration from JUTM and are instead
remunerated directly by their employing entity in the
Jupiter Group. JUTM does not employ any other sta.
In the interests of transparency, Jupiter has
apportioned the total employee remuneration
paid to all Jupiter sta in respect of JUTM’s AIFMD
duties performed for the AIFs. It has estimated that
the total amount of employee remuneration paid
in respect of duties for JUTM is £89.2m of which
£6.5m is fixed remuneration and £82.7m is variable
remuneration.
The aggregate total remuneration paid to AIFMD
Identified Sta that is attributable to duties for
JUTM is £13.1m of which £3.7m is paid to Senior
Management and £9.4m is paid to other sta. It
should be noted that the aforementioned Identified
Sta also provide services to other companies within
Jupiter and its clients. They are included because
their professional activities are considered to have a
material impact on the risk profile of the company.
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
86
Appendix – Jupiter Fund Management Plc
Remuneration Framework
Jupiter Fund Management (JFM) Plc operates a
Group-wide remuneration policy, which applies to
all employees across the Group. This document
provides details of this remuneration policy.
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 RemCo meets on a regular basis to consider
remuneration matters across the Group. It operates
under formal terms of reference, which are reviewed
annually and are available on the Jupiter website.
The RemCo is responsible for the determination,
regular review of, and implementation of the
overarching policy for remuneration that applies to
the Group. It is also responsible for determining and
reviewing annually individuals who have a material
impact on the risk profile of Jupiter and/or its funds
(Material Risk Takers (“MRTs”)) and determining
total remuneration packages for these individuals.
In considering the remuneration policy, the RemCo
seeks to ensure remuneration is structured in
a way that attracts, motivates and retains high
calibre sta, rewards individual and corporate
performance and is aligned with appropriate risk
and compliance standards and the long-term
interests of shareholders, investors, clients and other
stakeholders.
The RemCo takes full account of Jupiter’s strategic
objectives and stakeholder views in considering
remuneration policy decisions. This includes careful
consideration of any feedback from shareholders,
investors, employees, the regulator and our clients,
as well as specific input from subject matter experts,
where requested (for example, the Chief Financial
Ocer, Chief Risk Ocer, HR Director and Head
of Reward). To avoid any conflicts of interest, the
Committee comprises independent Non-Executive
Directors and the Company Chairman, and no
individual is involved in any decisions regarding their
own remuneration.
The Committee has appointed Deloitte LLP as
independent advisers to the Committee.
Remuneration policy
As described above, Jupiter operates a Group-
wide remuneration policy. The Group has a pay for
performance culture and flexible individual incentives
are an important part of this performance culture.
All employees are incentivised in a similar way and
are rewarded according to personal performance and
Jupiter’s success.
A description of the dierent remuneration
elements, how they are determined and the link
between pay and performance are set out below.
Remuneration elements
Base salary Base salaries are generally reviewed annually. Base salary levels are set considering the
individual’s skills, the size and scope of their role, and the market rate for the role at
comparator companies.
Benefits Benefits provided deliver a package based on what is important to the Group’s
employees, and Jupiter is committed to oering a market-leading benefits package
with a core focus on health and wellbeing. The Group will ensure that its pension
policy is in line with its business strategy, objectives, values and long-term interests
and, where required under local regulation, will not deliver discretionary benefits in
excess of accrued pension benefits.
Investor Informations (continued)
FOR THE YEAR ENDED 31 MARCH 2022
87
Annual bonus (including
Deferred Bonus Plan)
The annual bonus rewards individual and corporate performance and the achievement
of strategic and personal objectives. The variable compensation pool (from which
annual bonuses are paid) is based on Jupiter’s profits, ensuring that any bonuses are
aordable. The variable compensation pool may be adjusted based on the RemCo’s
assessment of a range of financial and non-financial considerations, including risk and
compliance, as described later in this document. Individual bonuses are determined
based on a number of factors relating to the individual’s role and performance. This
includes a balanced assessment of financial and non-financial factors, including:
Risk, compliance and conduct behaviour.
Metrics specific to the relevant business unit (e.g. sales performance for sales sta,
investment performance and other factors such as profitability, assets managed
and net sales for investment sta) and other specific departmental and corporate
performance objectives and strategic goals.
Assessment of how the above performance is achieved in terms of risk and
repeatability.
Performance in accordance with Jupiter’s values and wider contribution to Jupiter
and its growth strategy.
People related objectives, for example succession planning and people
development.
For any bonus amount in excess of £50,000 or local currency equivalent, a portion
is deferred in the form of a Deferred Bonus Plan (“DBP”) award, ensuring long term
alignment to Jupiter’s performance (subject to a de minimis £5,000 deferral amount, or
local currency equivalent). Awards under the DBP can take the form of options over
JFM plc shares and fund units. For individuals who are MRTs under AIFMD and/or UCITS
V at least 40% of variable remuneration will be deferred, increasing to at least 60%
where variable remuneration exceeds £500,000 for Jupiter’s UK regulated entities or
€500,000 in the case of JAMI or MGIE.
Awards normally vest in equal annual tranches over the three years from the date of
grant. DBP awards for MRTs are also subject to a six-month post vesting holding period.
For certain individuals, including all MRTs, malus and/or clawback provisions apply.
In addition to the above, for MRTs, half of any non-deferred bonus may be delivered in
the form of options over Jupiter shares, or, where elected, options over units in a single
specified fund, the asset base for which is considered to be a representative of the
overall asset base managed by the Company. Portfolio managers may elect to receive
half of their non-deferred bonus as options over units in a fund that they manage.
Options over the non-deferred bonus vest immediately but are subject to a six-month
post-vesting holding period.
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ANNUAL REPORT AND ACCOUNTS
88
Performance fees For certain portfolio managers, performance fee sharing arrangements are in place,
which help align the interests of senior fund managers with the long-term performance
of the funds they manage. Under these arrangements, fund managers are entitled to
receive a pre-determined proportion of the total performance fee earned by Jupiter. In
all instances, the performance fee is considered variable remuneration and is subject to
the relevant deferral requirements, as well as malus and clawback provisions.
Long-term incentives Long-Term Incentive Plan (“LTIP”) awards to senior individuals incentivise and reward
for the long-term performance of the Company and aid retention of these employees.
The grant of LTIP awards is based on an assessment of individual and corporate
performance, including the consideration of risk and compliance.
LTIP awards take the form of options over shares in the Company, providing alignment
to overall Jupiter performance, and vest a minimum of three years from the date
of grant subject to continued employment, and the satisfaction of performance
conditions and malus and/or clawback provisions. The performance conditions are set
by the RemCo at the start of the performance measurement period. Awards are also
subject to maintenance of an appropriate risk and compliance environment throughout
the performance period as well as an underlying business performance underpin. The
RemCo will compare the vesting outcome for LTIP awards against shareholder and
client experience over the same performance period.
Deferred Earn Out As part of the Company’s acquisition of Merian Global Investors during the 2020
performance year, a Deferred Earn-Out (“DEO”) scheme was established for the benefit
of five key Merian management shareholders and their respective teams. The DEO
will allow participants to benefit from a deferred earn-out plan of up to £30 million,
structured as a combination of cash (£10m) and JFM plc shares (£20m), vesting over the
third, fourth and fifth anniversaries of legal completion of the acquisition date (1 July
2020). Awards over shares are conditional on for growing and retaining revenues in the
participant’s respective investment strategy.
All-employee share
plans
Jupiter operates a Sharesave Plan and Share Incentive Plan, for all UK employees and an
International Share Award for all non-UK employees.
Investor Informations (continued)
FOR THE YEAR ENDED 31 MARCH 2022
89
Risk and reward at Jupiter
The RemCo gives careful consideration to the linkage
between risk and reward to ensure that desired
behaviours and culture are rewarded. This includes
ensuring the reward structures are consistent with
and promote sound and eective risk management
and ensuring that the remuneration out-turns
appropriately reflect the risk profile and behaviours
of the Company and individual. This is demonstrated
through a variety of reward features and processes in
place which ensure alignment to risk considerations
throughout the organisation. For example:
When assessing the overall variable compensation
pool, the RemCo considers a number of
“checkpoints”, as described overleaf.
Assessment of individual performance includes
consideration of a scorecard of financial and
non-financial metrics. This ensures that how
performance has been achieved is taken
into account, for example in terms of risk
and repeatability. For all employees there is
consideration of performance against risk and
compliance criteria, thereby ensuring that there is
risk adjustment at an individual level.
All employees with bonuses of over £50,000 or
local currency equivalent will have a portion of
bonus deferred into options over Jupiter Fund
Management plc shares and/or Jupiter fund units.
When considered in conjunction with LTIP awards,
this means that around 25% of employees are
subject to some kind of deferral, ensuring their
interests are aligned to Jupiter’s long-term success.
Minimum shareholding requirements apply to
executive directors of Jupiter Fund Management
plc, further enhancing the link to the Company’s
long-term success.
For MRTs (including senior management), all
variable remuneration is subject to malus and
clawback provisions, whereby incentive awards
may be reduced, withheld or reclaimed in certain
circumstances, including where there has been a
material failure of risk management.
For sta engaged in control function roles (e.g.
risk and compliance), variable remuneration
is principally determined by reference to
performance against departmental and individual
objectives which relate specifically to their
functions. The Remuneration Committee signs o
all remuneration for senior control sta, ensuring
independent review of achievements.
For fund management sta, various quantitative
and qualitative factors are applied when assessing
individual performance so that remuneration is
aligned to client outcomes. Fund Managers are
subject to regular performance appraisals and
oversight by the CIO Oce. This review process
includes amongst other factors, an assessment
of activities concerning the integration of
sustainability risks and may focus on areas such
as voting, engagement and the selection of
securities. The ESG evaluation is one part of the
overall performance assessment and should be
viewed in that wider context.
In addition, as well as the Audit and Risk Committee
feeding into the process, the Chief Risk Ocer
presents a report to the Committee, setting out
thoughts and assurances around how the current
remuneration structures and processes support
sound and eective risk management.
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
90
Checkpoints – determining the variable compensation spend
Capital base and liquidity
Can Jupiter aord the proposed variable compensation pool?
Sucient liquidity to make payments?
Consider impact on Jupiter’s capital base.
Request and consider input from the Chief Financial Ocer.
Underlying financial performance
Does Jupiter’s underlying financial performance support the proposed variable compensation pool funding?
Consider performance against financial KPIs listed in the Annual Report.
Is there any reason to believe the financial results are not a fair reflection of underlying performance?
Request and consider input from the Audit and Risk Committee.
Risk
Does Jupiter’s risk profile and risk management support the variable compensation pool? Are any adjustments
required?
Consideration of the Enterprise Risk Management report.
Are all risks being suitably monitored and managed? Have there been any material failures of risk management (or
any “near misses”) in the year?
Consider whether profit reflects current and future risks and timing and likelihood of future revenues.
Request and consider input from the Chief Risk Ocer and the Audit and Risk Committee.
Compliance
Have there been any material compliance breaches in the year?Is any adjustment required?
Consideration of any significant compliance breaches and/or “near misses”.
Consideration of any fines received in the year and any ongoing regulatory investigations.
Request and consider input from the Compliance Director.
Investor Informations (continued)
FOR THE YEAR ENDED 31 MARCH 2022
91
Commercial
Are there any commercial drivers to support adjustments to the variable compensation pool?
Consider the market for talent and whether the pool would likely result in any significant over/underpayment
against the market.
Reputational
Are there any reputational drivers to support adjustments to the variable compensation pool?
Has there been any reputational damage to the Group in the year?
Will the proposed variable compensation pool quantum have any adverse reputational impact on the Group?
Variable compensation spend, total compensation ratio approval
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 27.
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 2022, 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 51.
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
92
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
93
FOR THE YEAR ENDED 31 MARCH 2021
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 2022 the share price was 210.00p
and the audited undiluted net asset value per share
(cum income) was 258.43p, the discount therefore
being -18.74%. As at 31 March 2021 the share price
was 264.0p and the net asset value per share (cum
income) was 266.73p, the discount therefore being
-1.02%.
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 (£2,261,238) 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.
As at 31 March 2021 the Company’s net borrowings
(£2,261,238) being gross borrowings (£900,000)
less cash (£3,161,238) to its net assets (£53,304,240)
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
94
JUPITER GREEN INVESTMENT TRUST PLC
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ANNUAL REPORT AND ACCOUNTS
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 2022
and 2021.
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.
NAV (with dividends added back) per share*
The NAV with dividends added back is the NAV
including dividends paid per share during the financial
year divided by the number of shares in issue.
Total dividends paid during the year to 31 March
2022 amounted to 0.64p per share. Total dividends
paid during the year to 31 March 2021 amounted to
1.30p per share.
As at 31 March, the NAV (with dividends added back)
per share was 259.07p. As at 31 March 2021, the NAV
total return (with dividends added back) per share
was 268.03p.
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)
95
FOR THE YEAR ENDED 31 MARCH 2021
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 Wednesday 7 September 2022
at 11:30 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 2022 be
received.
2. That the Directors’ Remuneration Report for the
year ended 31 March 2022 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 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 resolution 9 as
an ordinary resolution and resolutions
10 to 12 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 £7,115 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.
Special resolutions:
10. 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
Notice of Annual General Meeting
96
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
of, any territory or the requirements of any
regulatory body or stock exchange or any other
matter, 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 equity
securities to be allotted after such expiry and
the directors may allot equity securities in
pursuance of such an oer or agreement as if
the authority hereby conferred had not expired.
11. 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 3,199,974 ordinary shares, being
14.99% of the issued number of ordinary
shares at 21,347,394 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
(d) 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.
12. 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
15 July 2022
Notice of Annual General Meeting (continued)
97
FOR THE YEAR ENDED 31 MARCH 2021
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, Link Group, PXS 1, 10th Floor, Central
Square, 29 Wellington Street, Leeds, LS1 4DL 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 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 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. Electronic proxy voting is available for this meeting. If
you would like to submit your voting instructions
using the web-based voting facility please go to
www.signalshares.com. If you have not already registered
with Signal Shares you will need your Investor Code which
can be found on your share certificate or recent dividend
confirmation. Once registered you will be able to vote
immediately by selecting ‘Proxy Voting’ from the menu.
If you are an institutional investor you may be able
to appoint a proxy electronically via the Proxymity
platform, a process which has been agreed by the
Company and approved by the Registrar. For further
information regarding Proxymity, please go to www.
proxymity.io. Your proxy must be lodged by not less
than forty-eight hours before the meeting in order to
be considered valid. Before you can appoint a proxy via
this process you will need to have agreed to Proxymity’s
associated terms and conditions. It is important that
you read these carefully as you will be bound by them
and they will govern the electronic appointment of
your proxy.
4. I f you require a paper proxy please email our Registrar,
Link Group, at enquiries@linkgroup.co.uk or you may
call Link on 0371 664 0300 or, if calling from overseas, on
+44 (0) 371 664 0300. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable
international rate. Lines are open between 09:00 – 17:30,
Monday to Friday excluding public holidays in England
and Wales.
5. As at 11 July 2022 (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 12,377,564 are held in treasury. As a result the
total voting rights as at 11 July 2022 is 21,347,394.
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 concerning the
business to be conducted at the meeting may be
emailed to magnus.spence@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 7 September 2022 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 (RA10) 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
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
98
JUPITER GREEN INVESTMENT TRUST PLC
I
ANNUAL REPORT AND ACCOUNTS
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 eected 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.
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).
* Lines are open from 9.00 a.m. to 5.30 p.m. Monday to
Friday, calls are charged at the standard geographic rate
and will vary by provider. Calls outside the UK will be
charged at the applicable international rate.
Notes for the Annual General Meeting (continued)
JUPITER GREEN INVESTMENT TRUST PLC | ANNUAL REPORT AND ACCOUNTS
4
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JUPITER
GREEN INVESTMENT
TRUST PLC
Annual Report & Accounts
For the year ended 31 March 2022
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