AVI Japan Opportunity Trust Plc
Annual Report 2020

Plain-text annual report

A V I J a p a n O p p o r t u n i t y T r u s t p l c / A n n u a l R e p o r t 2 0 2 0 Finding Compelling Opportunities in Japan Annual Report 2020 www.ajot.co.uk AVI Japan Opportunity Trust plc (“AJOT” or “the Company”) invests in a focussed portfolio of quality small and mid-cap listed companies in Japan that have a large portion of their market capitalisation in cash or realisable assets. Portfolio Statistics as at 31 December 2020 NAV* -1.4% (2019: 14.3%) Share Price* -1.1% (2019: 14.3%) Net cash/Market Cap Net Financial Value/Market Cap 46.1% (2019: 45.1%) 82.1% (2019: 81.0%) Portfolio Discount ROE ex non-core financial assets -41.9% (2019: -36.1%) 21.3% (2019 :18.0%) Benchmark† 3.2% (2019: 7.9%) EV/FCF Yield 18.1% (2019: 14.3%) Portfolio Yield 2.1% (2019: 2.0%) FCF Yield 5.3% (2019: 5.8%) EV/EBIT 4.3x (2019: 3.8) ROE 7.9% (2019: 7.5%) For more information visit: www.ajot.co.uk @AVIJapan avi-japan-opportunity-trust Designed and printed by Perivan 260133 Strategic Report Financial Highlights Investment Manager’s Report 1 2 Overview 3 Chairman’s Statement 6 13 Top 10 Investments 14 Portfolio Construction 15 16 Business Model 23 Principal Risks and Uncertainties 25 Environmental, Social and Governance Policy Investment Portfolio Governance 26 Directors 27 Directors’ Report 30 Corporate Governance Statement 36 Directors’ Remuneration Report 39 Statement of Directors’ Responsibilities in Relation to the Annual Report and Financial Statements 40 Report from the Audit Committee 42 Independent Auditor’s Report to the Members Financial Statements 47 Statement of Comprehensive Income 48 Statement of Changes in Equity 49 Balance Sheet 50 Statement of Cash Flows 51 Notes to the Financial Statements Shareholder Information 62 AIFMD Disclosures 63 Glossary 65 66 Company Information Investing in the Company * For all Alternative Performance Measures, please refer to the definitions in the Glossary on pages 63 and 64. † MSCI Japan Small Cap Total Return Index (£ adjusted total return). Financial Highlights For the year ended 31 December 2020 Performance Summary Net asset value per share at 31 December 2020 Share price at 31 December 2020 Premium as at 31 December 2020 (difference between share price and net asset value) Net Asset Value, Share Price* and Benchmark 120 110 100 90 80 70 108.90p 111.25p 2.2% AJOT NAV TR AJOT Price TR MSCI Japan Small Cap TR Oct 18 Dec 18 Feb 19 Apr 19 Jun 19 Aug 19 Oct 19 Dec 19 Feb 20 Apr 20 Jun 20 Aug 20 Oct 20 Dec 20 Premium or Discount to Net Asset Value 15 10 5 0 -5 -10 -15 Oct 18 Dec 18 Feb 19 Apr 19 Jun 19 Aug 19 Oct 19 Dec 19 Feb 20 Apr 20 Jun 20 Aug 20 Oct 20 Dec 20 * For all Alternative Performance Measures, please refer to the definitions in the Glossary on pages 63 and 64. 11 AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Overview Discovering overlooked and under researched investment opportunities, utilising shareholder engagement to unlock long-term value. Company Objective & Strategy AJOT aims to provide Shareholders with total returns in excess of the MSCI Japan Small Cap Total Return Index in GBP (“MSCI Japan Small Cap Total Return”), through the active management of a focused portfolio of equity investments listed or quoted in Japan which have been identified by Asset Value Investors Limited as undervalued and having a significant proportion of their market capitalisation held in cash, listed securities and/or other realisable assets. AVI seeks to unlock this value through proactive engagement with management and taking advantage of the increased focus on corporate governance, balance sheet efficiency, and returns to shareholders in Japan. The companies in the portfolio are selected for their high quality, whether having strong prospects for profit growth or economically resilient earnings. By investing in companies whose corporate value should grow overtime, AVI can be patient in its engagement. Benchmark The MSCI Japan Small Cap Total Return Index. Capital Structure As at 31 December 2020, the Company’s issued share capital comprised 117,489,742 Ordinary Shares of 1p each and as at 15 March 2021 it comprised 131,430,702 Ordinary Shares. No shares were held in Treasury. Annual General Meeting The Board currently intends to hold the Company’s Annual General Meeting (“AGM”) at 10.30 am on Wednesday 28 April 2021 at the offices of Asset Value Investors Limited, 25 Bury Street, London, SW1Y 6AL. This may change at short notice due restrictions relating to the COVID-19 pandemic and Shareholders are advised to monitor RIS and the Company’s website for changes. Shareholders are currently advised not to attend in person but to submit their vote ahead of the meeting or appoint the Chairman as proxy. Shareholders will be able to submit questions to the Board and AVI ahead of the AGM and answers to these, as well as AVI’s presentation, will be made available on the Company’s website. Please refer to the Notice of AGM for further information and the resolutions which will be proposed at this meeting. Investment Manager The Company has appointed Asset Value Investors Limited (“AVI” or the “Investment Manager”) as its Alternative Investment Fund Manager. Financial Conduct Authority (“FCA”) regulation of ‘non-mainstream pooled investments’ and MiFID II ‘complex instruments’ The Company currently conducts its affairs so that its shares can be recommended by Independent Financial Advisers in the UK 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. The shares are excluded from the FCA’s restrictions which apply to non-mainstream investment products because they are shares in an authorised investment trust. The Company’s ordinary shares are not classified as ‘complex instruments’ under the FCA’s revised appropriateness criteria adopted in the implementation of MiFID II. The Association of Investment Companies (“The AIC”) The Company is a member of The AIC. Website The Company’s website, which can be found at www.ajot.co.uk, includes useful information on the Company, such as price performance, news, monthly and quarterly reports as well as previous annual and half year reports. 2 AVI Japan Opportunity Trust plc Annual Report 2020Chairman’s Statement “AJOT has endured everything 2020 has thrown at it and enters 2021 in a better position now than at any stage since its inception in 2018 . . . . ” Norman Crighton, Chairman Overview of the Year 2020 was for everyone a year of many unexpected challenges, opportunities and results. COVID-19 and the resulting global lockdowns altered daily lives, severely disrupted economic activity, and took many lives. We are unlikely to know for many years the longer-term impact that this modern-day pandemic is going to have on the world. AJOT has endured everything 2020 has thrown at it and enters 2021 in a better position now than at any stage since its inception in 2018, as explained below. During the year, equities worldwide were of course highly volatile. The Spring saw sharp and fast but brief, declines in all major global stock markets, followed by a similarly fast paced recovery. As is often the case, recoveries in stocks precede recoveries in economies, with varying time lags and trajectories. During this period a whole alphabet soup of possible recovery paths were put forward. As we head into 2021, with multiple vaccine roll-outs underway, the most favoured V-shaped recovery for Japan appears in the offing with stronger synchronised global growth expected. This will undoubtedly benefit AJOT’s holdings. In addition to the macroeconomic factors, 2020 was a significant year for corporate governance activity in Japan. Prime Minister Abe’s administration, the longest in the post-war period, came to an end but was swiftly and smoothly replaced by new PM and Abe protégé Suga, who has pledged to continue with and accelerate the reforms begun under “Abenomics”. Against this favourable backdrop, it was perhaps to be expected that global investors have once again turned their focus to Japan after a decades-long absence, most notably in the form of accelerating activity by foreign private equity players. At the individual company level, AJOT has now been joined by a steady stream of investors from around the world identifying and attempting to unlock often extreme value in Japan. While at launch back in 2018 we were in a small minority focussing on this opportunity, we now have many like-minded investors joining us, most notably Warren Buffett buying a portfolio of trading companies in the second quarter of 2020. The year also saw, in the form of Nitori Holdings and Colowide’s respective bids for Shimachu and Ootoya Holdings, significant domestic hostile takeover activity that was unimaginable just a few years ago. And crucially, there was no regulatory or societal backlash; M&A has quietly become a legitimate and acceptable corporate strategy. Like the rest of the world, the pandemic and the consequent restrictions in travel have encouraged Japanese company managements to look inward, declutter cross- shareholdings and look for opportunities closer to home. This “Corporate Staycation” trend is set to continue and represents a very positive development and opportunity for our investee companies. During the year, your investment manager AVI, led two public campaigns, at Fujitec and at Teikoku Sen-i, that were instrumental in those two stocks recording very strong performances during the period. Moreover, despite travel restrictions, AVI continued to hold regular discussions with investee companies, aided by significant additions to their investment team, including a senior team member based in Tokyo. Performance and Dividend As is sometimes the case however, the market did not reflect these improvements, overshadowed as they were by global events. So far, commensurate NAV returns remain elusive. We do not expect such a dynamic to last indefinitely, and as such have more conviction now, than at any time since inception, on the prospect of future returns for your Company. During the year, your Company achieved a net asset value (“NAV”) per share total return of -1.4% in GBP. This compares to a return for the MSCI Japan Small Cap Return Index of +3.2% (also in GBP). Your Company’s largest holding, Fujitec at 8.1% at year end, was the largest contributor to returns, adding +340bps, and highlighting the power of constructive engagement. SK Kaken, 6.0% of NAV at year end, was the largest detractor (-220bps). A detailed commentary on your Company’s performance by AVI follows on the pages below. On 15 March 2021 (the latest practicable day prior to publication of this document) the NAV per share was 108.06p, a discount of 0.29% to the closing share price of 107.75p. The Company paid a dividend of 0.65p to Shareholders in October 2020. The Board proposes a dividend of 0.65p per share for the year ending 31 December 2020. Investment Strategy As you will recall, AJOT’s raison d’etre is that Japanese corporate culture and governance is undergoing a revolution. For decades corporate Japan operated with little regard for shareholders, balance sheet efficiency or returns on equity. Extreme value was built up year after year on company balance sheets; yet the owners – that is, shareholders – were never able to access it. Under the 3 AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Chairman’s Statement continued Abe administration this started to change. The process is slower than some may like, but the direction of travel – as backed by politicians and regulatory bodies, and cajoled forward by increasingly vocal shareholders – is undeniable. Your Company is set to benefit from the continuation of this trend, with significant ownership stakes in a concentrated portfolio of heavily over-capitalised and extremely undervalued companies. AVI will continue to engage actively with management and other shareholders to unlock this value. Share Premium & Issuance As at 31 December 2020, your Company’s shares were trading at a premium of 2.2% to NAV per share. The Board monitors this premium carefully and manages it by periodically issuing shares. During 2020, we utilised the Company’s authorised block listing facility to increase our shares in issue by 3,550,000. As at 31 December 2020, 117,489,742 shares were in issue, a pleasing increase from the 80,000,000 shares at AJOT’s launch. Since the year end, the Company issued further shares through a placing and the blocklisting facility as detailed on pages 27 and 28 and as at 15 March 2021, the Company had 131,430,702 shares in issue. Debt Structure and Gearing As described in the Prospectus, the Board supports the use of gearing to enhance portfolio performance. In March 2020 the Company increased its total debt facility from ¥2.93 billion, to ¥4.33 billion, an increase equivalent to approximately £10 million. The debt facility was renewed on 17 February 2021 and will mature on 16 February 2022. The gearing has been provided at an interest rate of LIBOR plus 0.95%. As at 31 December 2020, ¥2.2 billion (£15 million) of the facility had been drawn, and gearing was 6.8%, slightly below the targeted 10-15% range. Outlook Looking forward, like every other government, fulfilling the previously announced ESG obligations will remain a priority for the Suga administration. In last year’s statement, we explored Japan’s unique and historically well-established approach to the environment and sustainability of commerce. With a further, though somewhat modest goal of carbon neutrality by 2050, productivity improvements will be a tentpole policy of the coming decade. Central to this aim is the establishment of a Digitalisation Agency, to promote computerisation in all of its forms. In spite of its reputation for technological prowess, large parts of Japanese society still operate in the analogue era. Fax machines are still in widespread use, while pandemic-induced remote working revealed Japan’s corporate Achilles heel in the anachronistic need for all documents – invoices, receipts, contracts – to be physically sanctioned with the application of a corporate seal, or hanko, a practice dating back five centuries to the time of the shoguns. Nationwide, digital reform will leave no industry untouched, creating a new class of Japan’s own tech winners, some of which are discussed in the Investment Managers report below. With the benefit of hindsight, 2020 was full of encouraging signs: the resilience of your holdings’ business models during the pandemic; AVI’s enhanced engagement efforts; continued evidence of changing corporate governance norms; and investor interest from both private and public equity institutions. All of these add to the mounting evidence in favour of owning a concentrated portfolio of lowly valued Japanese equities likely to benefit from the corporate governance revolution. ESG Leadership As you are aware, AJOT’s investment objective is heavily focussed on improvements in G, the governance of the underlying investments in Japanese companies made on your behalf by AVI. The broader ESG approach is detailed on page 20. However, there is no doubt that factors represented by these three letters will be playing an increasingly crucial role in all decision making, whether operational or investment, for corporates and individuals alike. In terms of corporate governance, your Company has adopted the very highest standards from the start, with measures in place to prevent value destruction caused by wide discounts to NAV, and directly aligning the interests of the Investment Manager with Shareholders, among other approaches. Going forward, we will be turning our attention to the E and S issues, ensuring that your Company remains at the vanguard of putting these criteria at the core of what we do. AJOT, like every other investment trust with no premises and no employees, can have a limited direct effect on E and S issues. However your Board believes that you as Shareholders, our most important stakeholders, expect more from us as Directors. We therefore intend to take an increasingly proactive approach, and encourage our stakeholders to focus on their own mitigation strategies. We will start by asking all of AJOT’s counterparties – the investment manager, broker, administrator, legal team, 4 AVI Japan Opportunity Trust plc Annual Report 2020Chairman’s Statement continued accountants and auditors, as well as major Shareholders and others, two questions: (1) What ESG policies are implemented within your organisation?; and (2) What ESG policies do you expect your stakeholders to follow? The responses are likely to range from the very straightforward, “We recycle paper in the office” or “We buy electricity from renewable sources”, to the more nuanced; “We use carbon offsets to mitigate business air travel made on behalf of our clients”, which might lead us to ask “How do you calculate the most efficient offset program?” We might ask our Shareholders what additional cost they would be willing to incur to ensure AJOT’s stakeholders adopt improved ESG measures, if indeed there are additional costs? The information collected will form the basis of a full understanding of these priorities within the investment trust community. Although participation will be entirely voluntary, we anticipate a high level of engagement. Your Board will review the results, share them with the respondents and with refinements over time, develop them into a comprehensive Investment Trust ESG Policy. We are very excited to be launching this initiative and hope to have the first set of responses to share with you in the next Interim Report in six months’ time. Closing Remarks Thank you for your continued support as Shareholders. I would also like to thank the other stakeholders in the Company: first and foremost, your Investment Manager AVI, N+1 Singer as broker, as well as Link our Administrator, who have all dealt with the unexpected issues of 2020 in their stride. If you have any queries, please do not hesitate to contact me personally (norman.crighton@ajot.co.uk), or alternatively speak to our broker N+1 Singer to arrange a meeting. Norman Crighton Chairman 17 March 2021 5 AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Investment Manager’s Report “We remain convinced that the portfolio’s fundamentals are as sound as ever, and the valuations as compelling as they have ever been.” Joe Bauernfreund 2020 was a most remarkable year. You are perhaps tired of hearing that, but there is simply no other way to put it. It will likely stand out in our collective memory for quite some time, whatever else future years may bring. To recap the year for investors, the outbreak and spread of COVID-19 around the world in the first quarter of 2020 induced a short, savage bear market, erasing fully one-quarter of global equity values in a matter of just four weeks. I can say, without hyperbole, that the sell-off was breath-taking for its pace and severity. Following the lows in March, markets began a rapid recovery as investors realised that monetary and fiscal support – policy tools honed during the previous financial crisis – would underwrite the worst of the economic and financial damage. At the time of writing, the MSCI ACWI Total Return Index, a proxy for global stock markets, has risen +44% from the March lows (in GBP), and returned +13% for 2020 as a whole: a remarkable achievement given the high wall of worry that markets needed to climb, and a testament to the near-insuperable optimism of humanity. It has been no less an extraordinary year in Japan than elsewhere in the world. While the outbreak of, and fallout from, COVID-19 was managed better than in many other countries, the Bank of Japan’s latest estimates nonetheless show a -6% contraction in GDP for 2020, highlighting the extent of the damage wrought by the pandemic. Against this difficult backdrop, the TOPIX Composite increased +9.5% for the year, the MSCI Japan Small Cap +3.2%, and your Company’s NAV returned -1.4% (all figures total returns, in GBP). These headline returns mask important trends: growth companies – in particular, technology or technology-enabled stocks – have delivered the most impressive performance as they have been natural beneficiaries of lockdowns. Cyclical, economically exposed stocks, on the other hand, have suffered and await a resumption of physical economic activity to return to full profitability. This dichotomy can be seen in the MSCI Japan Small Cap Growth Index, which returned +10.9% in 2020, against a return of -4.6% for the MSCI Japan Small Cap Value Index. The environment in which your portfolio companies operate is exhibiting signs of a V-shaped recovery, which bodes well for a strong recovery in corporate cash flows and profits. To date, the companies in your portfolio have not relied on government furlough schemes nor raised additional debt or equity capital to fund operations, highlighting the resilience of their business models. Despite the demonstrated resilience and promising earnings profile of the portfolio, the stock market reaction has been, and remains, disappointing. The result of this is that the portfolio has gotten cheaper over the year and presents new opportunities. Although this experience has been frustrating, cheap valuations coupled with strong fundamentals lay the foundation, in our view, for strong future returns. Corporate activity in Japan remains replete with potential, and since the Japanese economy exited lockdown, we have seen the return of animal spirits to capital markets. Buybacks and takeover activity returned to normal levels in the second half of the year, and foreign inflows turned positive in November and December. These inflows have been largely focused on large- and mid-cap names, but we believe that investor interest will in time turn to the small-cap segment of the market to which your portfolio has a significant exposure. Large overseas private equity firms are showing significant interest in Japan, including well-known houses such as Carlyle, KKR, CVC and Blackstone. Many of these companies are raising large Asia- or Japan-focused funds, which will bring capital into Japanese markets searching for attractive deals. In a sign of the changing times, hostile takeover bids are no longer regarded as anathema, or the preserve of aggressive foreign firms. The enhanced level of corporate activity and foreign interest in Japan, together with the supportive backdrop for corporate reform provided by the Suga administration, are very promising and the potential for the unlocking of shareholder value is increasingly compelling. Overall, despite this year’s somewhat disappointing NAV performance, we remain convinced that the portfolio’s fundamentals are as sound as ever, and the valuations as compelling as they have ever been. Furthermore, the backdrop of corporate activity and supportive governmental policy provides a powerful catalyst for unlocking shareholder value. We comment further on an individual stock basis in the contributors and detractors section below, but we believe that your Company’s portfolio is attractively positioned to benefit from all of the above, and the probability of strong returns from here is as good as it has been at any point since AJOT launched over two years ago. 6 AVI Japan Opportunity Trust plc Annual Report 2020Investment Manager’s Report Contributors Fujitec +3.4% 8.1% 12.3x 37.5% Contribution to total return Weight in AJOT net assets EV/EBIT NFV/Market Cap Fujitec was the largest contributor to AJOT’s returns over the period, adding 340bps, after its share price appreciated by +29%. This was driven almost exclusively by an expansion of the EV/EBIT multiple from 8.4x to 12.3x, on what we think is at least in part attributable to our public work highlighting the undervaluation of Fujitec. Founded in 1948, Fujitec manufactures, installs and maintains elevators and escalators (“E&E”). While it has a global presence, 90% of profits derive from Asia where it is well established, and over half of profits relate to sticky after-sales services. At the beginning of May we launched a detailed public campaign1 highlighting a multitude of issues at Fujitec, outlining how our suggestions could lead to improved margins and a higher valuation. We recommended to the board that they undergo a comprehensive strategic review, evaluate outsourced manufacturing, set out a transparent capital policy and adopt a three-committee style board structure. Our research for the presentation took around two months, and during that time we spoke to twelve experts within the field, including ex-Fujitec employees, peers, customers and suppliers. Since we released the presentation, we met/had calls with management on eleven separate occasions. Pleasingly, less than seven months later, Fujitec publicly responded to our presentation with a new strategic direction for the company. Whilst we would have liked to have seen an explicit capital policy and a share buyback program, we were happy to see that the company will install a compensation and nomination committee, discontinue their anti-takeover measure when it expires in 2022, streamline their manufacturing process with a targeted operating margin of more than 10% (the highest since 1998) and focus on the more lucrative after-service business. These were in line with many of the key points we outlined in our presentation and we applaud management for actioning not only ours, but other shareholders’ views. We now plan to continue pushing for a rigorous capital policy, in particular a share buyback program, and will hold management accountable to their 10% margin target. The share price reaction since the announcement has been lacklustre, +2.1% vs +1.2% for the MSCI Japan Small Cap. We think that the market is misunderstanding the substantial operational improvement measures and is too focused on short term initiatives such as a share buyback program. 1 The presentation can be found on www.takingfujitectothenextlevel.com Fujitec trades on a 12.3x EV/EBIT, which is undemanding considering that earnings have been temporarily impacted by coronavirus disruption and that peers trade on an average multiple of 24x. Despite the strong share price performance this year, we are optimistic about Fujitec’s future performance, which is why Fujitec ended the period as the portfolio’s largest position. Pasona Group +2.0% 6.3% Contribution to total return Weight in AJOT net assets <0.0 EV/EBIT 284% NFV/Market Cap Pasona is one of Japan’s largest recruitment and outsourcing companies, with a 50% stake in Benefit One. Pasona added +199bps to returns over the period, making it your Company’s 2nd largest contributor, with its share price appreciating by +32%, buoyed by a +37% increase in Benefit One’s share price and a record-high quarterly profit. Our interest in Pasona stems from its stake in Benefit One, which, remarkably, accounts for 287% of Pasona’s market cap and implies a large negative value for Pasona’s core operating businesses (-¥161 billion to be exact). Such a large negative value could be justified for a loss-making business, but Pasona’s businesses excluding Benefit One reported an operating profit of ¥7.3 billion over the past 12 months. Pasona is not without its imperfections. It is controlled by the 68-year-old Yasuyuki Nambu, who has proved resistant to shareholder pressure. He has expanded the business into some questionable areas, and to encourage rural living, converted part of Pasona’s prime Tokyo headquarters into a farm - with livestock. While Mr Nambu has publicly stated that he will focus more on profits, as he is in control, the timing to cutting costs and increasing margins is firmly at his discretion. However, this is all well known and is why we are able to purchase a stake in Pasona at a 76% discount to its underlying value. What is more important is whether we can achieve an attractive risk-adjusted return considering these faults. Pasona Group is a staffing company providing dispatch workers and recruitment services throughout Japan. Pasona has a 50% stake in Benefit One, a provider of welfare agency services which has grown rapidly with Pasona’s stake in the company worth 287% of its market cap. 7 AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Investment Manager’s Report Contributors Pasona’s most recent quarterly results showed green shoots of an improving cost structure, with corporate overhead costs falling 15% and its non-Benefit One businesses recording a 6.6% operating margin (the highest quarterly margin in Pasona’s history). While part of the strong quarterly performance was due to temporary contracts to assist the Government in various coronavirus-related work, the higher margin continues a trend of improving profitability since 2017. The most accretive outcome for our investment in Pasona is the spin out of its stake in Benefit One to shareholders (tax-free). Illustratively, and we do not believe it will take decades to realise Pasona’s upside, even without an improvement in the value of Pasona’s businesses, we can wait 15 years to realise the value of Benefit One and return a respectable 10% annualised return. More optimistically, if we assume Pasona’s stake in Benefit One and its unlisted assets appreciate by 5% per year, we can wait 30 years (by which time Mr Nambu will be 98 years old and unlikely to be running the company) and achieve an annualised return of 10%. Pasona’s valuation is at such an extreme that a slight change in the market’s perception could see a dramatic upward shift in the share price: returning to the 67% discount at which it started 2020, would result in a 35% gain. The staggering upside potential coupled with signs of improving margins leaves us optimistic about Pasona’s future. SoftBank Group +2.0% 4.6% Contribution to total return Weight in AJOT net assets <0.0 EV/EBIT 118% NFV/Market Cap SoftBank Group (“SoftBank”) was the third-largest contributor to returns over the period, adding 198bps. We initiated a position in SoftBank in February 2020, whose key assets include stakes in Alibaba, SoftBank Corp (a Japanese telecommunications company), the Vision Fund, Arm Holdings, and T-Mobile US. During our short ownership we have made an impressive return on investment of +44% and an IRR of +58%, in yen. SoftBank is a well-known name, which has been plagued by negative headlines surrounding the Vision Fund and the tumultuous investment in WeWork. We felt that the publicity of these issues belied the fact that SoftBank’s investment in the Vision Fund was simply not very material in terms of its economic impact, being far outweighed by the value of the stakes in Alibaba (65% of NAV) and, to a lesser extent, its telecoms holdings: Japan-listed SoftBank Corp (10%) and US-listed T-Mobile (5%); and had created an opportunity to acquire a stake in SoftBank at a remarkably wide discount to its underlying value. 8 Having acquired our initial position at what we believed was a wide discount to NAV (48%), the discount then widened to as much as 76% over the COVID-19-inspired market sell off, and we increased our position by nearly 40% at an average 64% discount and at prices 28% lower than when we first made our purchase. A combination of pressure from shareholders (we wrote to the company outlining our recommended course of action) and the weak share price, led Masayoshi Son, SoftBank’s CEO and founder, to announce unambiguously shareholder- friendly measures. In March SoftBank announced a ¥500 billion buyback (an estimated 6% of market cap at the time of the announcement) followed by a thumping commitment to sell JPY4.3 trillion of assets and buy back a further ¥2.0 trillion of shares (26% of market cap) in addition to reducing debt. Since then, SoftBank has announced the appointment of new independent directors to its board and has improved transparency around the Vision Fund. This was welcome news for investors and, from the nadir in March, the share price has bounced back by +200%, and ended the period +40% above the pre-COVID price at which we initially purchased shares. SoftBank has been an excellent investment for your Company. However, we believe that despite the strong gains, SoftBank still represents good value, a claim which we buttress with two observations. Firstly, the average discount of 40-50% that the market has applied to SoftBank in the past is no longer appropriate, given that it has shown itself willing to reduce leverage, improve capital allocation and tentatively embrace higher standards of corporate governance. Therefore, we believe there is further upside to the 41% discount at which SoftBank ended the period. Secondly, ongoing share buybacks generate risk-free, immediate, and certain NAV accretion for remaining shareholders. However, we are cognisant that a narrower discount reduces upside potential and towards the end of the year we reduced the position by -30%, bringing SoftBank’s weight in the portfolio down to a more modest 4.6%. SoftBank Group is a holding company with investments in a number of fast growing companies, trading at a 41% discount. AVI Japan Opportunity Trust plc Annual Report 2020Investment Manager’s Report Contributors Teikoku Sen-i +1.3% 5.2% Contribution to total return Weight in AJOT net assets 5.3x EV/EBIT 58.4% NFV/Market Cap Teikoku Sen-i (“Teikoku”)’s share price held up well over the period, increasing by +2.7% vs the MSCI Japan Small Cap return of +1.5%. The contribution to returns for your Company was bolstered as we reduced the position by 27% at an average price 8% above where it ended. Resulting in a total contribution to returns of 132bps. Teikoku is a manufacturer and distributor of disaster prevention equipment in Japan. Its equipment ranges from emergency hoses to state-of-the-art rescue vehicles. Geographically speaking, Japan is precariously placed, and each year suffers from typhoons, earthquakes, and flooding. The Government of Japan is devoting significant resources to disaster prevention infrastructure as have private companies (particularly nuclear power operators). Over the past two decades Teikoku has expanded its product lines to meet demand and this year announced a plan to invest ¥4.2 billion (c.£30 million) building a new factory dedicated to the production of rescue vehicles. This is a fantastic development for two reasons. 1) The current factory is split between fire hoses and rescue vehicles. By moving the production of vehicles to a new factory, Teikoku should be able to increase capacity of both fire hoses and vehicles. Moreover, we expect that dedicated factories and more automation should lead to cost savings. 2) Investing low yielding cash, which is heavily discounted by investors, is hugely accretive. ¥4.2 billion is not an insignificant investment and accounts for 20% of Teikoku’s cash. A return on capital of 10% (reasonable assumption considering that Teikoku achieves a return on assets excluding cash and investment securities of 15%) could contribute ¥400 million to profits, or an 8% increase. The second point is most encouraging, considering that in January we launched a public campaign titled “Transforming Teikoku”2, highlighting Teikoku’s inefficient capital allocation. We argued that with 70% of balance sheet assets held in cash and investment securities, Teikoku was harming corporate value, and this was the reason for its low market valuation. By adopting a balance sheet allocation in line with the average Japanese company, Teikoku could increase its ROE from a mediocre 7% to 20% - and with it the potential for a 120% share price increase. We submitted two shareholder proposals for an increased dividend equivalent to a 50% payout ratio and a buyback for 3% of outstanding shares. Given the percentage of allegiant shareholders who have conflicting business relationships, it was not our expectation to win either proposal, but to draw attention to Teikoku’s balance sheet mismanagement. 2 The presentation can be found on www.transformingteikoku.com Encouragingly, despite the presence of allegiant shareholders, our proposal was supported by 25% of shareholders, with strong backing from Japanese institutions, and while hard to say, might have been a contributing factor in management’s decision to utilise cash for capital expenditure. While Teikoku has taken a positive step by investing cash into a new production facility, there is more that can be done, and we will continue to engage with management on Teikoku’s capital efficiency. In the meantime, we hope to benefit from increased disaster prevention expenditure in Japan and from an improvement in Teikoku’s modest 5.3x EV/EBIT valuation, as the quality of the business gets better reflected in the share price. Aichi +1.1% 2.9% Contribution to total return Weight in AJOT net assets 6.4x EV/EBIT 50.0% NFV/Market Cap Aichi is a relatively new position for your Company, entering the portfolio in November 2019. This was a fortuitously timed purchase, as over 2020 Aichi’s share price increased by +27%, resulting in a +36% gain on our position and a 107bps contribution to performance. Aichi is a mature, cash cow business, selling two types of arial platforms: truck-mounted and standalone, used to repair bridges, install and upkeep telephone and electric wires, and maintain overhead train cables. It has a 30% market share in Japan and is the leader for its product categories. Its strong market positioning allows the business to generate an operating margin and return on invested capital in excess of 10%. Our investment in Aichi was premised on its stable business, compelling valuation (3.2x EV/EBIT at the end of 2019) and it being a listed subsidiary of Toyota Industries. Listed subsidiaries and their controlling parents are coming under increasing pressure to ensure the protection of minority shareholders. Which we believe was part of the motivation for Aichi’s unexpected announcement in March that it was going to pay out 50% of profits over the next three years (vs 33% average over the past three) and buy back up to 5.2% of its shares over the next three years (only the 2nd buyback in Aichi’s history). Alongside these announcements Aichi have started to produce quarterly results in English – helpful for foreign investors. With the more shareholder friendly outlook it was of little surprise therefore, that Aichi’s valuation improved over the year from 3.2x to 6.4x driving its strong share price performance. We still believe Aichi is a buy-out candidate by Toyota Industries but given the improving shareholder returns and stable business, we can afford to be patient. 9 AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Investment Manager’s Report Detractors SK Kaken Tokyo Radiator -2.2% 6.0% Contribution to total return Weight in AJOT net assets 1.2x EV/EBIT 88.4% NFV/Market Cap -1.9% 1.8% Contribution to total return Weight in AJOT net assets <0.0 EV/EBIT 148.2% NFV/Market Cap SK Kaken was the largest detractor over the period falling -21% and detracting 220bps from returns. SK Kaken’s detraction was outsized due to its weighting in the portfolio, being on average our third largest position with a 7.0% weight. The share price of SK Kaken fell less than the market during the February sell-off, but disappointingly did not recover in the latter half of the year. Tokyo Radiator was the second largest detractor, despite only an average weight of 2.1%. It suffered a -47% fall in its share price, with net cash now covering a preposterous 148% of the market cap. Tokyo Radiator is one of the few companies in the market whose share price has fallen since the lows of the February sell- off, despite an improving business environment. SK Kaken’s share price suffered from continued selling pressure from a large foreign institution which experienced heavy redemptions, coronavirus-related profit weakness (-33% for the first six months of the year), and a falling EV/EBIT multiple from 5.2x to 1.2x. Remarkably, for a company of SK Kaken’s size (£750 million market cap), net cash accounts for 88% of the market cap. Headquartered in Osaka and listed on the JASDAQ with poor liquidity, SK Kaken flies under the radar of many investors. Its share price suffers from a prohibitively large minimum trading size of £27,500, preventing any retail investors from buying shares. This is quite easily rectified through a share split, something we have communicated to management. Whilst on the surface SK Kaken’s paints business might seem cyclical and low quality, our analysis shows that this is not the case. 75% of sales derive from paint replacement rather than new construction, and its focus on the niche segment of architectural coatings allows it to command a 52% market share and earn an impressive 27% return on capital. It is the only large paint company to focus predominantly on the domestic market, with Nippon Paint and Kansai Paint more exposed to China and India – both of whom significantly outperformed SK Kaken this year appreciating by 102% and 20% in 2020 respectively. SK Kaken’s lagging share price presents an opportunity for a rebound, as we do not believe that the fundamental outlook of the business has materially worsened. While we wait for a recovery, we are comfortable owning the shares knowing that the underlying value will continue to appreciate each year. SK Kaken specialises in architectural paints, commanding more than 50% domestic market share. 10 Tokyo Radiator’s mainstay products are cooling radiators, used in trucks to avoid high temperature damage, and EGR coolers, which provide a mechanism to reduce harmful NOx emission by cooling exhaust gas. Most of Tokyo Radiator’s sales are for commercial vehicles with less than 15% for passenger vehicles. This is important as the electrification of commercial vehicles is behind that of passenger, giving Tokyo Radiator time to develop products used in electric vehicles (batteries still need to be cooled). It has been a difficult period for Tokyo Radiator which has suffered on multiple fronts. Its overseas business struggled amidst the US-China trade war resulting in slowed China sales, while the onset of COVID-19 saw weak commercial vehicle demand for Tokyo Radiator’s key customer, Isuzu. Last year Tokyo Radiator appointed a new President tasked with improving operations. He has focused on increasing R&D expenditure, expanding sales in China, outsourcing the production of some commoditised parts and modernising facilities. The effects of his efforts have yet to bear fruit, but the management team are confident about the outlook, particularly for their China business. Trading with 148% of its market cap covered by net cash, Tokyo Radiator is undeniably cheap. Applying a very modest 5x EV/EBIT multiple to pre-COVID profits (which were already depressed), gets to a fair value of ¥949/share, 90% higher than the ¥500 share price at year end. In a meeting with management at the end of the year they commented that they too did not understand Tokyo Radiator’s low share price. We believe the crystallisation of Tokyo Radiator’s undervaluation will be either through a buy-in by 40% shareholder Marelli, which is owned by KKR, or a management buyout funded by a private equity firm. Given the pressure on companies to collapse parent-child relationships and Tokyo Radiator’s subpar corporate governance, we believe it is untenable for Tokyo Radiator to continue in its current form, especially given the reputational risk to KKR. Tokyo Radiator is poised for a rapid bounce in its share price and has one of the largest upsides in the portfolio. AVI Japan Opportunity Trust plc Annual Report 2020Investment Manager’s Report Detractors Toyota Industries -1.2% 0.0% Contribution to total return Weight in AJOT net assets n/a EV/EBIT n/a NFV/Market Cap Toyota Industries – the family controlled holding company of the Toyoda family – was also a detractor from returns, reducing performance by 120bps. The position was exited in the spring in order to reduce the portfolio’s exposure to more economically sensitive areas of the economy, such as the auto industry, and so as to use the proceeds of one of the portfolio’s more liquid names to invest in other areas where we felt valuations were more compelling. It was the timing of the sale that accounted for the detraction from performance, as we did not hold a position when markets rebounded. The portfolio did, however, retain an interest in the Toyota nexus via Aichi Corp, the listed subsidiary of Toyota Industries. As we have communicated previously, we believe such structures are becoming increasingly untenable, and view Aichi as a possible take-out target. We have long been attracted to Toyota Industries’ world-leading forklift business, which has successfully shifted into warehouse logistics, and a beneficiary of the increased need for warehouse capacity to support ecommerce. It also manufactures parts used in electric vehicles, an attractive growth opportunity. Toyota Industries remains on our watchlist and at the right valuation could re-enter the portfolio. Tachi-S -0.7% 0.0% Contribution to total return Weight in AJOT net assets n/a EV/EBIT n/a NFV/Market Cap We exited our position in Tachi-S over the period and although it was a relatively small weight, its share price weakness caused it to detract 70bps from performance. From the start of the year to our average selling price Tachi-S’ share price fell -37%. Tachi-S is a manufacturer of seats for automobile producers. Uniquely, it is an independent operator without affiliation to one brand, producing seats for Honda, Nissan, Toyota and Mitsubishi. Our first investment in Tachi-S was at the launch of AJOT in October 2018. Tachi-S’ valuation was compelling, with net cash and investment securities covering more than 100% of its market cap, and we had made positive inroads with our engagement – with management undertaking two separate buybacks. However, ultimately it is the business performance that drives returns and Tachi-S’ business suffered severely from COVID-19, reporting a heavy loss for the first half of its fiscal year. Fortunately, we were cognisant of the cyclicality risks of the business and Tachi-S was never a core position in the portfolio, averaging a weight of only 2.1% over our holding. Faced with a difficult business situation we think that management’s focus should rightly be on stemming losses rather than considering how to enhance shareholder returns and right- size the balance sheet. Confronted by business headwinds, we don’t think that further engagement would be fruitful and that the recovery in Tachi-S’ earnings could take some years to come through. We, therefore, felt it prudent to recycle the cash into more exciting opportunities. Secom Joshinetsu -0.6% 5.4% Contribution to total return Weight in AJOT net assets 1.3x EV/EBIT 87.4% NFV/Market Cap Secom Joshinetsu detracted 62bps from returns as its share price fell -8% with its illiquid shares indiscriminately sold during the COVID-induced sell-off and failed to fully recover. This, despite a respectable earnings performance during the period from 31 March to 30 September 2020, which encompassed the worst of the COVID-related social restrictions, where sales fell only -2% and operating profits grew +2%. Secom Joshinetsu has a remarkably defensive business, providing security systems and security personnel. Its customers are on yearly contracts, but around 98% renew, resulting in sticky and stable revenues. Secom Joshinetsu is 54% owned by Secom and, with the support of Secom’s systems and R&D, serves the prefectures of Gunma, Niigata and Nagano. Secom Joshinetsu’s close relationship with its parent shareholder opens a raft of potential conflicts of interest. 3 out of 8 board directors at Secom Joshinetsu previously worked at Secom; Secom Joshinetsu pays Secom a percentage of their sales to use Secom’s trademark and to access other intellectual property; and almost all of Secom Joshinetsu’s cash is deposited at Secom. Given the multitude of potential conflicts of interest with minority investors and the inefficiency of Secom operating its business in three prefectures through a separately listed subsidiary, our thesis is that Secom will buy in Secom Joshinetsu. Management of Secom Joshinetsu have been receptive to our suggestions and seem cognisant of the governance issues. With a new President at Secom and some nudging from minority shareholders at Secom Joshinetsu, we think this process can be hastened. A buyout multiple of 10x EV/EBIT would not be unreasonable for a business of Secom Joshinetsu’s quality – implying 62% upside to the share price at the end of December. 11 AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Secom Joshinetsu provides alarm systems and security services in Niigata, Gunma and Nagano. Investment Manager’s Report Detractors Notwithstanding the optionality from a buyout, it is perplexing that for a business that proved its resilience during one of the most difficult trading periods in the past decade, its share price fell by -8%. Secom Joshinetsu ended 2020 on a derisory 1.3x EV/EBIT multiple with net cash covering 83% of its market cap. Considering this and the buy-out potential, Secom Joshinetsu presents one of the most compelling risk adjusted opportunities in our portfolio. Outlook At the time of writing, two quarters of earnings have been reported since the worst of the COVID-related disruptions. 19 of our 27 companies have shown not only a recovery in profits but have reported year-on-year growth. However, the rosier picture has not yet been reflected in the share prices of our companies. On top of that, we are confident that shareholder engagement activity that was delayed by COVID will return with rigour at the upcoming AGM season - indeed, we are preparing our own shareholder proposals for a number of companies. All this taken together reinforces our conviction in the potential upside of the portfolio. Joe Bauernfreund Asset Value Investors Limited 12 AVI Japan Opportunity Trust plc Annual Report 2020Top 10 Investments 1. Fujitec フジテック 2. Pasona Group パソナグループ 8.1% of portfolio 12.3x EV/EBIT 6.3% of portfolio <0 EV/EBIT A leading manufacturer of lifts and escalators with a global presence. It trades at a significant discount compared to global peers due to weak margins outside of Japan and a lower ROE exacerbated by a large cash pile on its balance sheet. In May we launched a public campaign highlighting Fujitec’s underperformance and undervaluation. Management have started to address a number of these issues and we believe there is considerable upside from an improving margin and higher valuation. A staffing company providing dispatch workers and recruitment services throughout Japan. Pasona has a 51% stake in Benefit One, a provider of welfare agency services. Benefit One has grown rapidly in recent years and Pasona’s stake in the company is worth 287% of its market cap. The listed subsidiary phenomenon is a problem particularly acute in Japan and one we have paid close attention to as it comes under increasing scrutiny and pressure. 3. DTS ＤＴＳ 4. SK Kaken エスケー化研 6.1% of portfolio 5.6x EV/EBIT 6.0% of portfolio 1.2x EV/EBIT DTS provides a variety of IT-related services to Japanese corporations. It is expanding its business in “DX-related” fields such as cloud, robotics and IoT (“Internet of Things”). Japanese companies have underinvested in their IT infrastructure, with antiquated processes and complex legacy systems. With support from the Japanese government to digitalise processes we believe companies will dramatically increase their IT expenditure – much to the benefit of DTS. SK Kaken specialises in architectural paints, commanding more than 50% domestic market share. It is a stable business with consistent earnings and margins but a low payout ratio has led to cash ballooning on the balance sheet. This capital inefficiency masks an otherwise high- quality business, that trades on an EV/EBIT multiple of only 1.2x. 5. Konishi コニシ 6. Secom Joshinetsu セコム上信越 5.5% of portfolio 6.3x EV/EBIT 5.4% of portfolio 1.3x EV/EBIT Konishi has two main business lines, household sealant products and a civil engineering business. Its core sealant business has a leading market share in multiple product lines in Japan with strong brand loyalty, while its civil engineering business is a beneficiary of increasing repair work due to Japan’s ageing infrastructure. This year management increased the dividend payout ratio, bought back shares and started to disclose financials in English. Secom Joshinetsu, a regional subsidiary of Secom, is an example of the problems of parent-subsidiary listings in Japan. It operates in Niigata, Gunma, and Nagano prefectures providing security services. Despite having similar business characteristics to its parent, Secom, Secom Joshinetsu trades at a severe discount and an EV/EBIT multiple of only 1.3x. Ultimately, we believe Secom Joshinetsu will be taken private by Secom. 7. Digital Garage デジタルガレージ 8. Teikoku Sen-i 帝国繊維 5.4% of portfolio 11.5x EV/EBIT 5.2% of portfolio 5.3x EV/EBIT Its three main business interests are in: card payment processing, online marketing, and venture investments. Digital Garage has a good track record of incubating young tech businesses in Japan and being at the front of digital innovation. It also has a large stake in the online price comparison site Kakaku.com. Its complex holding structure leads to a large discount as investors overlook the value in its growing payments business. Founded as a textile company, Teikoku Sen-i’s main business now is in manufacturing disaster prevention equipment. It has a strong track record of growth with high operating margins. We submitted shareholder proposals to Teikoku Sen-i’s March AGM highlighting its excessive cash. Encouragingly, management have undertaken a large capital investment program to build a new factory and expand production, using their cash more productively. 9. C Uyemura 上村工業 10. Daiwa Industries 大和冷機工業 4.9% of portfolio 4.4x EV/EBIT 4.8% of portfolio <0 EV/EBIT C Uyemura produces plating and surface finishing related chemicals for electronic circuit boards. Although it has a long history of developing and manufacturing high-quality products, several years of hoarding cash have unfairly depressed its valuation. Its business should be a beneficiary of strong trends in the increased adoption of electric vehicles, 5G-enabled devices and the Internet of Things. Daiwa Industries manufactures commercial kitchen equipment, centred around refrigeration units, although it has been successfully expanding into other product lines. The business benefitted from increased tourism and restaurant expenditure, although a low-payout ratio saw cash build on the balance sheet, depressing its valuation. Remarkably, Daiwa Industries trades with net cash covering 103% of its market cap. 13 AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Portfolio Construction The objective of AVI’s portfolio construction is to create a concentrated position in about 20-30 holdings, facilitating a clear monitoring process of the entire portfolio. AVI picks stocks that meet our investment criteria and once we decide to invest a minimum position size of approximately 2% of the portfolio is initiated. In determining position sizes, AVI is mindful of liquidity and the likely timing of any catalysts to unlock value. A key consideration is the make-up of the shareholder register, a proxy for how receptive management might be to our suggestions. The portfolio is diverse in the industries within it but we are sector agnostic and select investments based on quality and value. Portfolio value by sector Equity portfolio value by market capitalisation (21.1%) (21.1%) 19.7% 19.7% (7.1%) (7.1%) 16.5% 16.5% (17.2%) (17.2%) 8.7% 8.7% (5.1%) (5.1%) 4.3% 4.3% (5.2%) (5.2%) (39.7%) 40.6% (39.7%) 40.6% >£1 billion >£1 billion (25.0%) (25.0%) 29.0% 29.0% (27.5%) (27.5%) £500m-£1bn £500m-£1bn £250m-£500m £250m-£500m <£250m <£250m (12.0%) (12.0%) 13.0% 13.0% 2019 figures in brackets 2019 figures in brackets 32.0% 32.0% (35.5%) (35.5%) 26.0% 26.0% 4.0% 4.0% (4.6%) (4.6%) Industrials Industrials Materials Materials Information Technology Information Technology Consumer Discretionary Consumer Discretionary Communication Communication Services Services Consumer Staples Consumer Staples Health Care Health Care 2.5% 2.5% (0.0%) (0.0%) Real Estate Real Estate 2.1% 2.1% (0.0%) (0.0%) Financials Financials 1.6% 1.6% 2019 figures in brackets 2019 figures in brackets Investment Team Joe Bauernfreund Tom Treanor CIO, Portfolio Manager Head of Research Jason Bellamy Japan Consultant* Daniel Lee Japan Analyst Makiko Shimada Japan Analyst* Scott Beveridge Scott Beveridge Global Analyst Darren Gillen Darren Gillen Global Analyst Wilfrid Craigie Wilfrid Craigie Global Analyst Ross McGarry Ross McGarry Global Analyst *Native Japanese speaker 14 AVI Japan Opportunity Trust plc Annual Report 2020% of AJOT net NFV/Market assets capitalisation1 Investment Portfolio At 31 December 2020 Company Fujitec Pasona DTS SK Kaken Konishi Secom Joshinetsu Digital Garage Teikoku Sen-i C Uyemura Daiwa Industries Top ten investments SoftBank Group Toagosei NS Solutions Sekisui Jushi Kato Sangyo King Aichi Fukuda Denshi A-One Seimitsu Alps Logistics Top twenty investments Soft99 Daibiru Asante Kanematsu Electronics Tokyo Radiator MFG The Bank of Kyoto Kanaden Total investments Stock Exchange Identifier TSE: 6406 TSE: 2168 TSE: 9682 JASDAQ: 4628 TSE: 4956 TSE: 4342 TSE: 4819 TSE: 3302 TSE: 4966 TSE: 6459 TSE: 9984 TSE: 4045 TSE: 2327 TSE: 4212 TSE: 9869 TSE: 8118 TSE: 6345 JASDAQ: 6960 JASDAQ: 6156 TSE: 9055 TSE: 4464 TSE: 8806 TSE: 6073 TSE: 8096 TSE: 7235 TSE: 8369 TSE: 8081 Other net assets and liabilities Net assets * Please refer to Glossary on page 63. 1 Estimates provided by AVI. Please refer to Glossary on page 64. 2 Gearing. Please refer to Glossary on page 63. % of investee company 0.8 1.3 1.0 0.9 1.5 2.1 0.5 1.4 1.2 1.6 Cost Market value £’000 £’000* 6,515 10,337 5,560 8,566 9,444 6,781 6,596 5,322 6,232 5,895 6,819 8,016 7,813 7,672 7,036 6,922 6,922 6,624 6,326 6,106 8.1% 6.3% 6.1% 6.0% 5.5% 5.4% 5.4% 5.2% 4.9% 4.8% 67,730 73,774 57.7% - 3,861 0.5 0.3 0.8 0.6 4.1 0.7 0.3 5.6 1.4 1.9 0.3 2.1 0.3 4.6 0.1 0.7 5,753 5,380 5,292 5,417 3,891 2,789 2,934 3,293 2,989 5,850 5,809 5,522 5,505 5,495 3,920 3,740 3,300 3,139 3,132 4.6% 4.5% 4.3% 4.3% 4.3% 3.1% 2.9% 2.6% 2.5% 2.4% 109,329 119,186 93.2% 2,811 2,863 2,593 2,462 4,061 1,919 1,871 2,997 2,877 2,676 2,414 2,300 2,233 1,933 2.3% 2.3% 2.1% 1.9% 1.8% 1.7% 1.5% 127,909 136,616 106.8% (8,666) (6.8%)2 127,950 100.0% 37% 284% 48% 88% 40% 87% 68% 58% 59% 107% 118% 59% 35% 71% 77% 99% 50% 67% 102% 36% 104% -105% 45% 35% 148% 199% 80% EV/EBIT1 12.3 <0 5.6 1.2 6.3 1.3 11.5 5.3 4.4 <0 <0 5.9 7.5 3.5 2.5 0.4 6.4 3.9 <0 5.4 <0 24.3 6.1 7.1 <0 <0 2.5 15 AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Business Model Company Status The Company is registered as a public limited company under the Companies Act 2006 and is an investment company under Section 833 of the Companies Act 2006. It is a member of The AIC. The Company was incorporated on 27 July 2018 and listed on the London Stock Exchange on 23 October 2018. The Company has been approved as an investment trust under Sections 1158/1159 of the Corporation Tax Act 2010. The Directors are of the opinion, under advice, that the Company continues to conduct its affairs as an Approved Investment Trust under the Investment Trust (Approved Company) (Tax) Regulations 2011. The Company qualifies as an Alternative Investment Fund in accordance with the Alternative Investment Fund Managers Directive (“AIFMD”). Investment Objective The Company’s investment objective is to provide Shareholders with capital growth in excess of the MSCI Japan Small Cap Total Return Index, through the active management of a focused portfolio of equity investments listed or quoted in Japan which have been identified by AVI as undervalued and having a significant proportion of their market capitalisation held in cash, listed securities and/or realisable assets. Investment Policy The Company invests in a diversified portfolio of equities listed or quoted in Japan which are considered by the Investment Manager to be undervalued and where cash, listed securities and/or realisable assets make up a significant proportion of the market capitalisation. AVI seeks to unlock this value through proactive engagement with management and taking advantage of the increased focus on corporate governance and returns to shareholders in Japan. The Board has not set any limits on sector weightings or stock selection within the portfolio. Whereas it is not expected that a single holding (including any derivative instrument) will represent more than 10% of the Company’s gross assets at the time of investment, the Company has discretion to invest up to 15% of its gross assets in a single holding, if a suitable opportunity arises. No restrictions are placed on the market capitalisation of investee companies, but the portfolio is weighted towards small and mid-cap companies. The portfolio normally consists of between 20 and 30 holdings although it may contain a lesser or greater number of holdings at any time. The Company may invest in exchange traded funds, listed anywhere in the world, in order to gain exposure to equities listed or quoted in Japan. On acquisition, no more than 15% of the Company’s gross assets will be invested in other UK listed investment companies. The Company may also use derivatives for gearing and efficient portfolio management purposes. The Company will not be constrained by any index benchmark in its asset allocation. Borrowing Policy The Company may use borrowings for settlement of transactions, to meet on-going expenses and may be geared through borrowings and/or by entering into long-only contracts for difference or equity swaps that have the effect of gearing the Company’s portfolio to seek to enhance performance. The aggregate of borrowings and long-only contracts for difference and equity swap exposure will not exceed 25% of NAV at the time of drawdown of the relevant borrowings or entering into the relevant transaction, as appropriate. It is expected that any borrowings entered into will principally be denominated in JPY. Hedging Policy The Company does not currently intend to enter into any arrangements to hedge its underlying currency exposure to investments denominated in JPY, although the Investment Manager and the Board may review this from time to time. Material Changes to the Investment Policy No material change will be made to the Company’s investment policy without Shareholder approval. In the event of a breach of the Company’s investment policy, the Directors will announce through a Regulatory Information Service the actions which have been taken to rectify the breach. Management Arrangements The Company has an independent Board of Directors which has appointed AVI, the Company’s Investment Manager, as Alternative Investment Fund Manager (“AIFM”) under the terms of an Investment Management Agreement (“IMA”) dated 6 September 2018. The IMA is reviewed annually by the Board and may be terminated by one year’s notice from either party subject to the provisions for earlier termination as stipulated therein. The portfolio is managed by Joe Bauernfreund, the Chief Executive Officer and Chief Investment Officer of AVI. He also manages AVI Global Trust Plc and is responsible for all investment decisions across the Investment Manager’s strategies. Travel restrictions permitting, he conducts regular visits to Japan, engaging with prospective and current investments, which he has done for over 15 years. Management fees are charged in accordance with the terms of the management agreement, and provided for when due. The Investment Manager is entitled to an annual fee of 1% per annum of the lesser of the Company’s NAV or the Company’s market capitalisation, invoiced monthly in arrears. The IMA requires AVI to invest not less than 25% of the management fee in shares in the Company. Management fees paid during the year were £1,218,000 and the number of shares held by AVI is set out in note 14. 16 AVI Japan Opportunity Trust plc Annual Report 2020Business Model continued J.P. Morgan Europe Limited was appointed as Depositary under an agreement with the Company and AVI dated 6 September 2018 (the “Depositary Agreement”). The Depositary Agreement is terminable on 90 calendar days’ notice from either party. JPMorgan Chase Bank, London Branch, has been appointed as the Company’s Custodian under an agreement dated 6 September 2018 (the “Custodian Agreement”). The Custodian Agreement is terminable on 90 calendar days’ notice from the Company or 180 calendar days’ notice from the Custodian. Link Company Matters Limited was appointed as corporate Company Secretary on 27 July 2018. The current annual fee is £61,440, which is subject to an annual RPI increase. The agreement may be terminated by either party on six months’ written notice. Link Alternative Fund Administrators Limited has been appointed to provide general administrative functions to the Company. The Administrator receives an annual fee of £91,980. The agreement can be terminated by either the Administrator or the Company on six months’ written notice, subject to an initial term of one year. Directors’ Duties Overview The Directors’ overarching duty is to act in good faith and in a way that is the most likely to promote the success of the Company as set out in Section 172 of the Companies Act 2006 (“Section 172”). In doing so, Directors must take into consideration the interests of the various stakeholders of the Company, the impact the Company has on the community and the environment, take a long-term view on consequences of the decisions they make as well as aim to maintain a reputation for high standards of business conduct and fair treatment between the members of the Company. Fulfilling this duty naturally supports the Company in achieving its investment objective and helps to ensure that all decisions are made in a responsible and sustainable way. In accordance with the requirements of the Companies (Miscellaneous Reporting) Regulations 2018, the Company explains how the Directors have discharged their duty under Section 172 below. To ensure that the Directors are aware of, and understand, their duties, they are provided with the pertinent information when they first join the Board as well as receive regular and ongoing updates and training on the relevant matters. They also have continued access to the advice and services of the Company Secretary, and when deemed necessary, the Directors can seek independent professional advice. The schedule of matters reserved for the Board, as well as the terms of reference of its committees are reviewed on at least an annual basis and further describe Directors’ responsibilities and obligations, and include any statutory and regulatory duties. The Audit Committee has the responsibility for the ongoing review of the Company’s risk management systems and internal controls and, to the extent that they are applicable, risks related to the matters set out in Section 172 are included in the Company’s risk register and are subject to periodic and regular reviews and monitoring. Decision-making The importance of the stakeholder considerations, in particular in the context of decision-making, is taken into account at every Board meeting. All discussions involve careful considerations of the longer-term consequences of any decisions and their implications for stakeholders. Stakeholders The Board seeks to understand the needs and priorities of the Company’s stakeholders and these are taken into account during all its discussions and as part of its decision-making. The Board has discussed which parties should be considered as stakeholders of the Company. Following thorough review, it was concluded that, as the Company is an externally managed investment company and does not have any employees or customers, its key stakeholders comprise its Shareholders and service providers. The section on the pages following discusses why these stakeholders are considered of importance to the Company and the actions taken to ensure that their interests are taken into account. 17 AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Business Model continued Importance Shareholders Board Engagement Continued Shareholder support and engagement are critical to the existence of the Company and the delivery of the long-term strategy of the Company. The Company has over 200 Shareholders, including institutional and retail investors. The Board is committed to maintaining open channels of communication and to engage with Shareholders in a manner which they find most meaningful, in order to gain an understanding of the views of Shareholders. These include: The Directors intend to offer Shareholders the opportunity to exit the Company at close to NAV in October 2022 and every two years thereafter. The Board and Corporate Broker will canvass opinion from Shareholders in the months leading up to October 2022 (and at each appropriate interval thereafter) when making any decision in respect of any potential exit opportunity. • AGM - Under normal circumstances, the Company welcomes and encourages attendance and participation from Shareholders at the AGM. Due to the restrictions relating to the COVID-19 pandemic, the Company’s first AGM in March 2020 had to be held as a closed meeting. At the time of writing it appears unlikely that the Company will be able to welcome Shareholders at this year’s AGM. Ahead of the 2020 AGM, the Company enabled Shareholders to put questions to the Board and Investment Manager via email. In order to enable Shareholder engagement under the current uncertain circumstances, similar arrangements will be made for the upcoming AGM. A presentation by the Investment Manager will also be made available on the Company’s website. Please refer to the AGM notice for further details of the arrangements for this year’s AGM. In future years, under hopefully more normal circumstances, Shareholders will have the opportunity to meet the Directors and Investment Manager and to address questions to them directly. The Investment Manager attends the AGM and provides a presentation on the Company’s performance and the future outlook. The Company values any feedback and questions it may receive from Shareholders ahead of and during the AGM and will take action or make changes, when and as appropriate; • Publications - The Annual Report and Half-Year results are made available on the Company’s website and the Annual Report is circulated to Shareholders. These reports provide Shareholders with a clear understanding of the Company’s portfolio and financial position. This information is supplemented by the daily calculation and publication of the NAV per share and a monthly factsheet and quarterly reports which are available on the Company’s website and the publication of which is announced via a Regulatory Information Service. Feedback and/or questions the Company receives from the Shareholders help the Company evolve its reporting, aiming to render the reports and updates transparent and understandable; • Shareholder meetings - Unlike trading companies, Shareholder meetings often take the form of meeting with the Investment Manager rather than members of the Board. Shareholders are able to meet with the Investment Manager throughout the year and the Investment Manager provides information on the Company and videos of the Investment Manager on the Company’s website and via various social medial channels. Feedback from all meetings between the Investment Manager and Shareholders is shared with the Board. The Chairman, the Chairman of the Audit Committee or other members of the Board are available to meet with Shareholders to understand their views on governance and the Company’s performance where they wish to do so. With assistance from the Investment Manager, the Chairman seeks meetings with Shareholders who might wish to meet with him and Shareholders can contact him by emailing norman.crighton@ajot.co.uk; • Shareholder concerns - In the event Shareholders wish to raise issues or concerns with the Directors, they are welcome to do so at any time by writing to the Chairman at the registered office or emailing norman.crighton@ajot.co.uk. Other members of the Board are also available to Shareholders if they have concerns that have not been addressed through the normal channels; and • Investor Relations updates - at every Board meeting, the Directors receive updates from the Company’s broker on the share trading activity, share price performance and any Shareholders’ feedback, as well as an update from the Investment Manager on any publications or comments by the press. To gain a deeper understanding of the views of its Shareholders and potential investors, the Investment Manager will also undertake regular Investor Roadshows. Any pertinent feedback is taken into account when Directors discuss the share capital, any possible fundraisings or the dividend policy and actioned as and when appropriate. The willingness of the Shareholders, including the partners and staff of the Investment Manager, to maintain their holdings over the long-term period is another way for the Board to gauge how the Company is meeting its objectives and suggests a presence of a healthy corporate culture. 18 AVI Japan Opportunity Trust plc Annual Report 2020Business Model continued Importance Board Engagement Other Stakeholders The Investment Manager Holding the Company’s shares offers investors an investment vehicle through which they can obtain exposure to AJOT’s diversified portfolio of Japanese equities. The Investment Manager’s performance is critical for the Company to successfully deliver its investment strategy and meet its objective to provide Shareholders with capital growth in excess of the MSCI Japan Small Cap Total Return Index through active management of the portfolio and engagement with portfolio companies. Maintaining a close and constructive working relationship with the Investment Manager is crucial as the Board and the Investment Manager both aim to continue to achieve consistent, long-term returns in line with the investment objective. Important components in the collaboration with the Investment Manager, representative of the Company’s culture, are: • Encouraging open discussion with the Investment Manager, allowing time and space for original and innovative thinking; • The Chairman has weekly conversations with the Investment Manager to talk through any matters discussed by the Board between scheduled meetings, as well as any matters raised by the Investment Manager; • The IMA requires AVI to invest not less than 25% of the management fee in shares in the Company and to hold these for a minimum of two years which ensures that the interests of Shareholders and the Investment Manager are well aligned; • Recognising the alignment of interests mentioned above, adopting a tone of constructive challenge, balanced with robust negotiation of the Investment Manager’s terms of engagement if those interests should not be fully congruent; • Drawing on Board Members’ individual experience and knowledge to support the Investment Manager in its monitoring of and engagement with portfolio companies; and • Willingness to make the Board Members’ experience available to support the Investment Manager in the sound long-term development of its business and resources, recognising that the long-term health of the Investment Manager is in the interests of Shareholders in the Company. The Administrator, the Company Secretary, the Registrar, the Depositary, the Custodian and the Corporate Broker In order to function as an investment trust with a premium listing on the London Stock Exchange, the Company relies on a diverse range of reputable advisors for support in meeting all relevant obligations. Lender Availability of funding and liquidity are crucial to the Company’s ability to take advantage of investment opportunities as they arise. Proxy Advisors The evolving practice and support (or lack thereof) of proxy adviser agencies are important to the Directors, as the Company aims to build a good reputation and maintain high standards of corporate governance, which contribute to the long-term sustainable success of the Company. Regulators The Company can only operate with the approval of its regulators who have a legitimate interest in how the Company operates in the market and treats its Shareholders. The Board maintains regular contact with its key external providers and receives regular reporting from them, both through the Board and committee meetings, as well as outside of the regular meeting cycle. Their advice, as well as their needs and views are routinely taken into account. The Board formally assesses their performance, fees and continuing appointment at least annually to ensure that the key service providers continue to function at an acceptable level and are appropriately remunerated to deliver the expected level of service. For the year under review all key service providers were asked to complete a questionnaire regarding the matters discussed above, the results of which were discussed during a formal review of service providers at the March 2021 Board meeting. The Audit Committee reviews and evaluates the control environment in place at each service provider. In the light of the exceptional circumstances caused by the COVID-19 pandemic during the year under review, the Audit Committee also requested and reviewed updates from key service providers on business continuity, cyber security and fraud prevention at its September 2020 meeting. Therefore, the Company aims to demonstrate to lenders that it is a well-managed business, capable of consistently delivering long-term returns. The Board recognises that the views, questions from, and recommendations of many proxy adviser agencies provide a valuable feedback mechanism and play a part in highlighting evolving Shareholders’ expectations and concerns. When deemed relevant, the Company will engage with proxy advisers regarding resolutions that will be proposed to the Company’s Shareholders at AGMs and, based on feedback received, incorporate changes to future Annual Reports to enhance disclosures. Based on feedback received from proxy advisers on the 2019 Annual Report, the Company has included more detailed disclosures on Board effectiveness and diversity as well as more detailed disclosures on the Audit Committee’s assessment of the quality of the audit in this Annual Report. The Company follows voluntary and best-practice guidance, regularly considers how it meets various regulatory and statutory obligations and how any governance decisions it makes can have an impact on its stakeholders, both in the shorter and in the longer-term. The above mechanisms for engaging with stakeholders are kept under review by the Directors and will be discussed on a regular basis at Board meetings to ensure that they remain effective. 19 AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Business Model continued Culture The Directors agree that establishing and maintaining a healthy corporate culture within the Board and in its interaction with the Investment Manager, Shareholders and other stakeholders will support the delivery of its purpose, values and strategy. The Board seeks to promote a culture of openness, debate and integrity through ongoing dialogue and engagement with its service providers, principally the Investment Manager. The Board strives to ensure that its culture is in line with the Company’s purpose, values and strategy. The Company has a number of policies and procedures in place to assist with maintaining good corporate governance including those relating to diversity, Directors’ conflicts of interest and Directors’ dealings in the Company’s shares. The Board assesses and monitors compliance with these policies as well as the general culture of the Board regularly through Board meetings and in particular during the annual evaluation process which is undertaken by each Director (for more information see the performance evaluation section on pages 33 and 34). The Board seeks to appoint the best possible service providers and evaluates their service on a regular basis as described on page 19. The Board considers the culture of the Investment Manager and other service providers, including their policies, practices and behaviour, through regular reporting from these stakeholders and in particular during the annual review of the performance and continuing appointment of all service providers. Environmental, Social and Governance Matters As an investment company, the Company’s own direct environmental impact is minimal. The Company has no greenhouse gas emissions to report from its operations (2019: none), nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors’ Reports) Regulations 2013 or the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. The Company’s operations are delegated to third-party service providers, and the Company has no employees. The Board seeks assurances, at least annually, from its suppliers that they comply with the provisions of the UK Modern Slavery Act 2015 and maintain adequate safeguards in keeping with the provisions of the Bribery Act 2010 and Criminal Finances Act 2017. The Directors do not have service contracts. There are four Directors, two male and two female. Further information on the Board’s policy on diversity and recruitment of new Directors is contained on page 32. Both the Board and AVI recognise that social, human rights, community, governance and environmental issues have an effect on its investee companies. The Board supports AVI in its belief that good corporate governance will help to deliver sustainable long-term Shareholder value. AVI is an investment management firm that invests on behalf of its clients and its primary duty is to produce returns for its clients. AVI seeks to exercise the rights and responsibilities attached to owning equity securities in line with its investment strategy. A key component of AVI’s investment strategy is to understand and engage with the management of public companies. AVI’s Stewardship Policy recognises that Shareholder value can be enhanced and sustained through the good stewardship of executives and boards. It therefore follows that in pursuing Shareholder value AVI will implement its investment strategy through proxy voting and active engagement with management and boards. Further details on AVI’s environmental, social and governance policy can be found on page 25. AVI has confirmed it will become a signatory to the UN-supported Principles for Responsible Investment (“UNPRI”). The UNPRI is the world’s leading proponent of responsible investment which entails the following commitments, developed by an international group of institutional investors. As institutional investors, we have a duty to act in the best long-term interests of our beneficiaries. In this fiduciary role, we believe that environmental, social, and corporate governance (“ESG”) issues can affect the performance of investment portfolios (to varying degrees across companies, sectors, regions, asset classes and through time). We also recognise that applying these Principles may better align investors with broader objectives of society. Therefore, where consistent with our fiduciary responsibilities, Asset Value Investors Ltd. commit to the following: To incorporate ESG issues into investment analysis and decision-making processes; To be an active owner and to incorporate ESG issues into our ownership policies and practices; To seek appropriate disclosure on ESG issues by the entities in which we invest; To promote acceptance and implementation of the Principles within the investment industry; To work with the PRI Secretariat and other signatories to enhance their effectiveness in implementing the Principles; To report on our activities and progress towards implementing the Principles. • • • • • • 20 AVI Japan Opportunity Trust plc Annual Report 2020Business Model continued KPIs The Company’s Board meets regularly and at each meeting reviews performance against a number of key measures. In selecting these measures, the Directors considered the key objectives and expectations of typical investors in an investment trust such as the Company. NAV Performance in Absolute and Relative Terms -1.4% 12.7% 31 December 2020 Since Inception (SI) 5.6% SI Annualised The Directors regard the Company’s NAV total return as being the overall measure of value delivered to Shareholders over the long-term. Total return reflects both the NAV growth of the Company and also dividends paid to Shareholders. Since the launch on 23 October 2018, the Company’s NAV has increased by 12.7%, resulting in an annualised return of 5.6%. The Investment Manager’s investment style is such that performance is likely to deviate materially from that of any broadly based equity index. The Board considers the most useful comparator to be the MSCI Japan Small Cap Total Return Index. Since the launch on 23 October 2018, the benchmark has increased by 11.3%, resulting in an annualised return of 5.0%. For the year ended 31 December 2020, the Company’s NAV fell by 1.4%. The MSCI Japan Small Cap Total Return Index rose by 3.2%. A full description of performance and the investment portfolio is contained in the Investment Manager’s Report, commencing on page 5. Discount/Premium 2.2% Premium 31 December 2020 9.5% Premium High for the period 12.4% Discount – Low for the period The Board believes that an important driver of an investment trust’s discount or premium over the long-term is investment performance. However, there can be volatility in the discount or premium. Therefore, the Board seeks Shareholder approval each year to buy back and issue shares with a view to limiting the volatility of the share price discount or premium. During the period under review, 3.55 million new shares were issued under the authorisation granted at the 2020 AGM, using the Company’s Block Listing Facility. Peer Group NAV Performance Total Return AIC Japanese Smaller Companies Sector* 1.4% AVI Japan Opportunity Trust 24.1% Atlantis Japan Growth 32.9% Baillie Gifford Shin Nippon 29.4% JP Morgan Japan Smaller Companies 28.8% Average AIC peer group The Board is aware of other investment trusts in The AIC Japanese Smaller Companies Sector. Each investment trust has its own focus and strategy which will differ from the one implemented by AVI. The Company’s activist approach is concurrent with the focus on corporate governance reform taking place in Japan. Ongoing Charges 1.56% 31 December 2020 The Board continues to be conscious of expenses and aims to maintain a sensible balance between good service and costs. In reviewing charges, the Board reviews in detail each year the costs incurred and ongoing commercial arrangements with each of the Company’s key suppliers. The majority of the ongoing charges ratio is the cost of the fees paid to the Investment Manager. This fee is reviewed annually and the Board believes that the cost is reasonable, given the Investment Manager’s activist approach to fund management and the resources required to provide the level of service. The Company adheres to The AIC guidance in calculating its ongoing charges ratio. * Returns are for the year to 31 December 2020 21 AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Business Model continued Going Concern The Directors have made an assessment of the Company’s ability to continue as a going concern and are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future (being a period of at least 12 months from the date these financial statements were approved). Furthermore, the Directors are not aware of any material uncertainties that may cast significant doubt upon the Company’s ability to continue as a going concern, having taken into account liquidity of the Company’s investment portfolio and the Company’s financial position in respect of its cash flows, borrowing facilities and investment commitments (of which there are none of significance). Therefore the financial statements have been prepared on a going concern basis. Viability The Directors consider viability as part of their continuing programme of monitoring risk. The Directors believe five years to be a reasonable time horizon to consider the continuing viability of the Company, reflecting a balance between a longer-term investment horizon and the inherent shorter-term uncertainties within equity. The Company is an investment trust whose portfolio is invested in readily realisable listed securities and with some short-term cash deposits. The five year time horizon takes in account the fact that Shareholders may be given the opportunity to exit the Company close to NAV on the fourth anniversary of the Company (October 2022) and every two years thereafter. Considering investment- and share price performance, the Ordinary Shares’ liquidity as well as apparent Shareholder satisfaction, the Board does not anticipate more than a minimal take-up of any exit opportunity. The investment strategy remains robust and the Board expects this to remain viable well beyond October 2022. 22 The following facts support the Directors’ view of the viability of the Company: • • • In the year under review, expenses (including finance costs and taxation) were adequately covered by investment income; The Company’s investment portfolio is made up of listed equities; The Company has short-term debt of ¥2.15 billion via an unsecured revolving credit facility. This debt was covered over 9 times as at the end of December 2020 by the Company’s total assets. The Directors are of the view that, subject to unforeseen circumstances, the Company will have sufficient resources to meet the costs of annual interest and eventual repayment of principal on this debt; and • The Company has a large margin of safety over the covenants on its debt. The Company’s viability depends on the Japanese and the global economy and markets continuing to function. The Directors also consider the possibility of a wide-ranging collapse in corporate earnings and/or the market value of listed securities. To the latter point, it should be borne in mind that a significant proportion of the Company’s expenses are in ad valorem investment management fees, which would reduce if the market value of the Company’s assets were to fall. In arriving at its conclusion, the Board has taken account of the potential effects of the COVID-19 pandemic on the value of the Company’s assets, income from those assets and the ability of the Company’s key suppliers to maintain effective and efficient operations. In order to maintain viability, the Company has a robust risk control framework which follows the FRC guidelines and has the objectives of reducing the likelihood and impact of: poor judgement in decision-making, risk-taking that exceeds the levels agreed by the Board, human error or control processes being deliberately circumvented. Taking the above into account, and the potential impact of the principal risks as set out on pages 23 to 24, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due for a period of five years from the date of approval of this Annual Report. Approval of Strategic Report The Strategic Report has been approved by the Board and is signed on its behalf by: Norman Crighton Chairman 17 March 2021 AVI Japan Opportunity Trust plc Annual Report 2020Principal Risks and Uncertainties The Board has a robust ongoing process for identifying, evaluating and managing the principal risks and uncertainties faced by the Company, including those that could threaten its business model, future performance, solvency or liquidity. However, as AJOT has a limited operating history, some risks are not yet known and some that are currently not deemed material, could later turn out to be material. Following the risk assessment process described above, the Board considers the following as the principal risks faced by the Company and the following controls are in place to manage or mitigate these risks: Risk Area Investment Objective The Company may be unsuccessful in achieving its investment objective, leading to a potential loss of demand for its shares. Investment opportunities matching the criteria encapsulated in the investment objective may become less available in the future. Gearing The use of borrowings by the Company has the effect of amplifying the gains or losses the Company experiences. A significant fall in portfolio value could cause gearing levels to exceed pre-set limits, requiring Company to sell investments at short notice. Controls and Mitigation The Company has a clearly defined strategy and investment remit. The portfolio is managed by a highly experienced Investment Manager backed by a strong team. The Board relies on the Investment Manager’s skills and judgement to make investment decisions based on research and analysis of individual stocks and sectors. The Board reviews the performance of the portfolio against the Company’s Benchmark Index, that of its competitors and the outlook of the markets on a regular basis. The Board ensures that there is regular dialogue with major investors, primarily through the Company’s broker and the Investment Manager; it follows up on any concerns and regularly reviews the discount control policy. The Board monitors the portfolio’s composition, performance and development. Should appropriate opportunities diminish, the Board will consider the future of the Company and may recommend that the Company’s investments are sold, it is wound up and cash returned to Shareholders. The Board and the Investment Manager regularly review gearing, as well as the effect of interest rate movements on the Company’s finances and the Company’s on-going compliance with the loan covenants. Aggregate borrowings may not exceed 25% of net assets. The Company has in place a 364 day ¥4.330 billion (£32 million) unsecured revolving facility agreement which was renewed in February 2021. As at 31 December 2020, ¥2.150 billion (£15 million) of the facility had been drawn. Interest is payable at a rate equal to LIBOR plus 0.95%. As at 31 December 2020, gearing stood at 6.8%. Reliance on the Investment Manager and Other Service Providers The Company has no employees and relies on a number of third-party service providers, principally the Investment Manager, Registrar, Administrator and Custodian / Depositary. It is dependent on the effective operation of its service providers’ control systems with regard to the security of the Company’s assets, dealing procedures, accounting records and the maintenance of regulatory and legal requirements. The Company is heavily reliant on the Investment Manager’s processes, both in terms of making investment decisions and compliance with the investment policy. The Board carries out regular reviews of the delegated services to ensure their continued competitiveness and effectiveness, which include assessment of the providers’ control systems, whistleblowing policies and business continuity plans. The Investment Manager has an established investment process which has proven to be successful within the AVI Global Trust plc portfolio. The Board evaluates the investment process and compliance with investment limits and restrictions in conjunction with its portfolio review at every board meeting. 23 AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Principal Risks and Uncertainties continued Risk Area Cyber Security Controls and Mitigation The Company has limited direct exposure to cyber risk. However, the Company’s operations or reputation could be affected if any of its service providers suffered a major cyber security breach. Portfolio Liquidity The market for smaller Japanese stocks can be illiquid. The Company is exposed to the risk that it will not be able to sell its investments at the current market value or on a timely basis, when the Investment Manager chooses or is required to do so to meet financial liabilities. Foreign Exchange The Board monitors the preparedness of its service providers in general. In the light of the impact of the COVID-19 pandemic and related changes to working conditions during the year under review, the Audit Committee requested and reviewed additional updates from key service providers on cyber security and other matters. Following this review, the Board remained satisfied that the risk is given due priority. The Investment Manager monitors trading volumes and prices and looks to ensure that a proportion of the portfolio is invested in readily realisable assets. The Board also receives updates on the liquidity of the portfolio and the current level of liquidity of the Company on a regular basis. The functional and presentational currency of the Company is Pounds Sterling. All investments held and income derived from these investments are denominated in Japanese Yen. Certain costs of the Company are impacted by the underlying value of the investments denominated in Japanese Yen and converted to Pounds Sterling. The Company is subject to currency risk on exchange rate movements between Pounds Sterling and Japanese Yen. It is the Company’s current policy not to hedge against currency risk, however the Investment Manager and the Board continuously monitor currency movements and exposure. The revolving credit facility is denominated in Yen and therefore the effect of Yen exchange rate movements on the drawn down facility will be offset against the assets. Global/Systemic Unforeseen global emergencies such as a pandemic could lead to dramatically increased market and Company share price volatility. Fraud and cyber security vulnerability could increase for key service providers. The Board regularly monitors the performance of the Investment Manager and is aware of emerging risks and has a robust process for addressing them. All key service providers were asked to provide updates on business continuity, fraud and cyber security processes and how they are dealing with the impact of the COVID-19 pandemic. 24 AVI Japan Opportunity Trust plc Annual Report 2020Environmental, Social and Governance Policy Factor What we look at The tools we use Governance Good corporate governance is paramount to the Board and has always been at the core of AVI’s investment approach. The two areas of focus are: • How the managers and directors guide a business. This includes topics such as dividend policy, capital expenditure, merger and acquisition activity, and buybacks; and • The set of rules that describes the company’s governing mechanisms, including incentive and compensation structures, tenure policy, shareholder rights and remedies, and (specifically in Japan) poison pills. We engage with our investee businesses in a variety of ways. Our preference is for collaborative engagement with management, although we will have the ability and willingness to bring issues to broader attention where we deem it necessary. The Corporate Governance and Stewardship Codes provide a useful framework for our interactions with companies, as they provide a set of standards against which we can measure a company’s standing and progress. The various methods through which we engage with companies include: voting at AGMs; letters to boards requesting change; dialogue (usually via meetings and letters) with management and boards about governance issues. Social We try to understand the social system that an investee company operates within. The areas of focus are: As a minority shareholder, AVI advises and guides its investee companies in these areas. • The stakeholder relationships between the company and its suppliers, customers, employees, and society-at-large. In this regard, we have been pleased to see progress in Japan on minimum wage laws, and a reduction in levels of overtime required of employees. Environmental As a responsible steward of capital, AVI fully supports policies and actions implemented by its portfolio companies to support a sustainable environment. Areas of engagement for the ‘Social’ aspect include: • Discussions on unequal relationships between stakeholders and how they can be remedied; and • How employees are remunerated. Our influence is limited as AVI is not involved in the day-to-day activities of its portfolio companies. However, we look to understand a company’s stewardship of the environment to ensure that there are no egregious practices. 25 AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Directors Norman Crighton Chairman, Director Norman is a non-executive chairman of RM Secured Direct Lending plc and Weiss Korea Opportunity Fund. Norman was, until May 2011, an investment manager at Metage Capital Limited where he was responsible for the management of a portfolio of closed-ended funds. He has over 30 years’ experience in closed-ended funds having led teams at Olliff and Partners, LCF Edmond de Rothschild, Merrill Lynch, Jefferies International Limited and latterly Metage Capital Limited. Norman was previously non-executive director of several other closed end funds and trading companies. His investment banking experience covers analysis and research as well as sales and corporate finance. Throughout his career Norman has been focused on corporate governance, advising and restructuring companies to improve value for stakeholders. Norman is British and resident in the United Kingdom. Ekaterina Thomson (known as Katya) Chairperson of the Audit Committee, Director Katya is Chairperson of the Audit Committee. She is a corporate finance, strategy and business development professional with over 25 years of experience with UK and European blue chip companies. Katya is a non-executive director and audit committee chairperson of Miton Global Opportunities plc and Henderson EuroTrust plc, and a non-executive director of The New Carnival Company CIC. She is a member of the Institute of Chartered Accountants in England and Wales. Katya is British and resident in the United Kingdom. Date of Appointment: 27 July 2018 Date of Appointment: 5 September 2018 Yoshi Nishio Non-Executive Director Yoshi began his career at Goldman Sachs International, where he had overall responsibility for the trading of Japanese equities and equity derivative products. Since then, he has combined his twin specialisations of finance and media as an investor, advisor and consultant. Much of his work has had a Japanese focus, with clients ranging from family offices to the office of the chairman of Columbia Pictures in Hollywood in the period following the studio’s acquisition by the Sony Corporation, to the Ministry of Finance of the Russian Federation. Yoshi is fluent in Japanese and in English. He was born in Japan but now holds dual British/ American citizenship and lives in the United Kingdom. Margaret Stephens Chairperson of the Nomination Committee, Director Margaret is a Non-Executive Board Member and Chair of the Audit and Risk Committee of VH Global Sustainable Energy Opportunities plc and a Trustee, Director and Chair of the Audit Committee of the Nuclear Liability Fund. She was a partner of KPMG until 2016 having qualified as a Chartered Accountant in 1988. From 2007, she played a key role in building KPMG’s Global Infrastructure Practice, also leading UK and international due diligence and structuring services on major merger and acquisition transactions and public private partnerships. Margaret was a non-executive Board Member and Chair of the Audit and Risk Assurance Committee of the Department for Exiting the European Union and was also a Board Trustee of the London School of Architecture. Margaret is British and resident in the United Kingdom. Date of Appointment: 27 July 2018 Date of Appointment: 5 September 2018 26 AVI Japan Opportunity Trust plc Annual Report 2020Directors’ Report The Directors present their report and the audited financial statements for the year ended 31 December 2020. The Investment Portfolio on page 15, the Corporate Governance Statement on pages 30 to 35, Report from the Audit Committee on pages 40 to 41 and the Shareholder Information on pages 62 to 66 form part of the Report of the Directors. Directors The Directors of the Company are listed on page 26. All served throughout the year under review. The Directors will retire at the forthcoming AGM and offer themselves for re-election. As set out on page 33, the Board carries out an annual review of each Director and of the Board as a whole. The Board considers that all Directors contribute effectively, possess the necessary skills and experience and continue to demonstrate commitment to their roles as non-executive Directors of the Company. Following the performance review, it was agreed that all Directors should stand for re-election, and the re-election of each of the Directors is recommended by the Board. The Company has provided indemnities to the Directors in respect of costs or other liabilities which they may incur in connection with any claims relating to their performance or the performance of the Company whilst they are Directors. The beneficial interests of the current Directors and their connected persons in the securities of the Company as at 31 December 2020 are set out in the Directors’ Remuneration Report on page 38. Share Capital The Company’s share capital comprises Ordinary Shares with a nominal value of 1p each. The voting rights of the shares on a poll are one vote for each share held. There are no restrictions on the transfer of the Company’s Ordinary Shares or voting rights, no shares which carry specific rights with regard to the control of the Company and no agreement which the Company is party to that affects its control following a takeover bid. To the extent that they exist, the revenue profits of the Company (including accumulated revenue reserves) are available for distribution by way of dividends to the holders of the Ordinary Shares. Upon a winding-up, after meeting the liabilities of the Company, the surplus assets would be distributed to the Shareholders pro rata to their holding of Ordinary Shares. At 31 December 2020, there were 117,489,742 Ordinary Shares of 1p each in issue, of which none were held in treasury, and therefore the total voting rights attaching to Ordinary Shares in issue were 117,489,742. 12,107,323 shares were issued in the period from 1 January 2021 to 15 March 2021 and the voting rights attaching to Ordinary Shares as at 15 March 2021 were 131,430,702. The Directors intend to seek annual authority from Shareholders to allot new Ordinary Shares, to disapply pre-emption rights of existing Shareholders and to buyback Ordinary Shares for cancellation or to be held in treasury. Issues of Shares At the AGM held on 26 March 2020, the Company was granted authority to allot up 22,977,800 shares on a non-pre- emptive basis. This authority is due to expire at the Company’s forthcoming AGM on 28 April 2021. In addition to this authority, at the General Meeting held on 26 March 2020, the Company was authorised to allot up to 85 million Ordinary Shares and/or C Shares on a non-pre-emptive basis pursuant to a Placing Programme and Prospectus. On 15 February 2021, the Company announced that it had raised gross proceeds of approximately £13.9 million through the issue of 12,107,323 new Ordinary Shares at £1.1507 each (mid market price on 15 February 2021: £1.1300 per share). These shares were admitted to trading on the London Stock Exchange on 17 February 2021. The net proceeds of the placing have been used to fund investments in accordance with the Company’s investment objective and policy. The Placing Programme closed on 2 March 2021, and the authority to issue up to 85 million Ordinary Shares is due to expire at the Company’s forthcoming AGM on 28 April 2021. As at 31 December 2020, the remaining authority to allot Ordinary Shares under the combined authorities granted at the AGM and General Meeting held on 26 March 2020 was 105,377,800 Shares and at 15 March 2021 the remaining authority was 91,436,840 Shares. A Resolution was also passed at the General Meeting held on 26 March 2020 to authorise the Company to allot up to 30 million Ordinary Shares pursuant to an Initial Issue. Any Ordinary Shares issued under this authority would have been subtracted from the authority to issue up to 85 million Ordinary Shares under the Placing Programme described above. However, in the light of continued market volatility and uncertainty surrounding the COVID-19 pandemic, the Company announced on 23 March 2020 that it would not proceed with the Initial Issue and no Ordinary Shares were issued under this authority. The Company has a block listing of Ordinary Shares to be listed to the premium segment of the Official List of the FCA and admitted to trading on the premium segment of the LSE’s main market. During the year, the Company issued 3,550,000 shares utilising the block listing, details of which (as well as a further issue following the year end) are provided in the schedule below. As at 31 December 2020, the remaining authority under the block listing facility was 4,465,000 Ordinary Shares and as at 15 March 2021 the remaining authority is 2,631,363 Ordinary Shares. 2727 AVI Japan Opportunity Trust plc Annual Report 2020AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Directors’ Report continued Share Issues during the year and following year end Sale of Shares from Treasury Date 06/01/2020 08/01/2020 15/01/2020 16/06/2020 18/06/2020 19/06/2020 22/06/2020 23/06/2020 25/06/2020 15/02/2021* 24/02/2021 Total Number of shares Price paid per share Mid market price 600,000 250,000 100,000 350,000 600,000 550,000 750,000 200,000 150,000 12,107,323 1,833,637 17,490,960 £1.14500 £1.14000 £1.17500 £1.05000 £1.07750 £1.07360 £1.07182 £1.07101 £1.05833 £1.15070 £1.10440 £1.14500 £1.16000 £1.17500 £1.08000 £1.07750 £1.07500 £1.05000 £1.07500 £1.04000 £1.13000 £1.10500 * Share issue pursuant to equity placing as discussed above. Purchase of Shares At the general meeting held on 26 March 2020, the Company was granted authority to purchase up to 14.99% of the Company’s Ordinary Shares in issue following initial Admission, such authority to expire on conclusion of the 2021 AGM. No Ordinary Shares have been bought back under this authority. At the AGM held on 26 March 2020, the Company was authorised to waive pre-emption rights in respect of Treasury Shares, such authority to expire on conclusion of the 2021 AGM. No shares were held in Treasury and no shares were sold from Treasury during the year. As at the date of this report, no shares are held in Treasury. Related Party Transactions The Company’s related parties in the year were its Directors, the Investment Manager and Finda Oy as the Company’s largest shareholder. There have been no material transactions between the Company and its Directors during the year and the only amounts paid to them were in respect of expenses and remuneration for which there were no outstanding amounts payable. Directors’ shareholdings are disclosed on page 38. In relation to the provision of services by the Investment Manager, other than fees payable by the Company in the ordinary course of business and the facilitation of marketing activities with third parties, there have been no material transactions with the Investment Manager affecting the financial position of the Company during the year under review. More details on transactions with the Investment Manager, including amounts outstanding at 31 December 2020 and shares held by AVI, are given in note 14 on page 61. Finda Oy, a significant Shareholder of the Company, is deemed to be a related party of the Company for the purposes of the Listing Rules by virtue of its holding in the Company’s issued share capital. During the year under review, no transactions took place between the Company and Finda Oy. Interests in Share Capital At 31 December 2020, the following holdings representing more than 3% of the Company’s voting rights had been reported to the Company in accordance with the Disclosure Guidance and Transparency Rules: Finda Oy City of London Investment Management Company Limited Investec Wealth & Investment Limited Number held at 31 December 2020 Percentage held at 31 December 2020 Percentage held at 15 March 2021 30,000,000 13,086,822 4,320,570 25.53 11.1 3.68 22.83 17.50 3.29 Since the year end, the Company has been notified that the holding of City of London Investment Management Company Limited increased to 23,000,685, representing 17.7% of the voting rights at that time. 28 AVI Japan Opportunity Trust plc Annual Report 2020Directors’ Report continued Dividends The Directors are proposing a final dividend of 0.65 pence per Share for the year to 31 December 2020. Subject to the approval of Shareholders at the forthcoming AGM, the proposed final ordinary dividend will be payable on 27 May 2021 to Shareholders on the register at the close of business on 30 April 2021. The ex-dividend date will be 29 April 2021. Financial Instruments The Company utilises financial instruments, which comprise equity investments, cash balances, receivables, payables and borrowings. The risks identified arising from the financial instruments are market risk (which comprises market price risk, interest rate risk and foreign currency risk), liquidity risk and credit and counterparty risk. The Company may also enter into derivative transactions to manage risk. The Board and Investment Manager consider and review the risks inherent in managing the Company’s assets which are detailed in note 13. Directors’ Statement as to Disclosure of Information to Auditor Each of the Directors, who were all members of the Board at the date of approval of this Report, confirms that to the best of his or her knowledge and belief, there is no information relevant to the preparation of the Annual Report of which the Company’s Auditors are unaware and he or she has taken all the steps a Director might reasonably be expected to have taken to be aware of relevant audit information and to establish that the Company’s Auditors are aware of that information. Listing Rule 9.8.4 Listing Rule 9.8.4 requires the Company to include certain information in a single identifiable section of the Annual Report or a cross reference table indicating where the information is set out. The information required under Listing Rule 9.8.4(7) in relation to Shares issued by the Company is set out on pages 27 and 28. Annual General Meeting (“AGM”) Other Information The AGM will be held on Wednesday 28 April 2021 at 10.30 am at the offices of Asset Value Investors Limited, 25 Bury Street, London, SW1Y 6AL. The Notice of Meeting and details of the resolutions to be put to the AGM are contained in the circular sent to Shareholders with this report. Information on future developments and financial risks is detailed in the Strategic Report. Further details of post balance sheet events can be found in note 15. By order of the Board For and on behalf of Link Company Matters Limited Company Secretary 17 March 2021 2929 AVI Japan Opportunity Trust plc Annual Report 2020AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Corporate Governance Statement The Corporate Governance Statement forms part of the Report of the Directors. Applicable Corporate Governance Codes The Company is committed to high standards of corporate governance. This statement, together with the Statement of Directors’ Responsibilities on page 39, indicates how the Company has applied the principles of recommended governance of the Financial Reporting Council (“FRC”) 2018 UK Corporate Governance Code (the “UK Code”) and The AIC’s Code of Corporate Governance issued in 2019, (the “AIC Code”), which complements the UK Code and provides a framework of best practice for investment trusts. 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 and that by reporting against the AIC Code the Company has met its obligations in relation to the UK Code and associated disclosure requirements under paragraph 9.8.6 of the Listing Rules. The UK Code is available on the FRC website (www.frc.org.uk). The AIC Code is available on the AIC website (www.theaic.co.uk) and 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. Statement of Compliance The UK Code includes provisions relating to: • the role of the chief executive; • executive directors’ remuneration; • management performance, • remuneration and succession planning; • workforce policies (including remuneration) and practices; and • the need for an internal audit function. For the reasons explained in the AIC Code, the Board considers that these provisions are not relevant to the Company, being an externally managed investment company with no employees. The Company has therefore not reported further in respect of these provisions. The Board is responsible for ensuring the appropriate level of corporate governance and considers that the Company has complied with the principles and provisions of the AIC Code except as disclosed below: • Provision 14: No senior independent director has been appointed. All the Directors have different qualities and areas of expertise on which they lead, and concerns can be conveyed to another Director if Shareholders do not wish to raise concerns with the Chairman or the Chairman of the Audit Committee. Any other Director will chair the Board or 30 • • • Nomination Committee meeting when the annual evaluation of the Chairman’s performance, his re-election, or the recruitment of his successor, is discussed; Provision 17: As all of the Directors are independent of the Investment Manager, the Board is of the view that there is no requirement for a separate management engagement committee. The Board as a whole will review the terms of appointment and performance of the Investment Manager and the Company’s other third-party service providers (other than the Auditor who is reviewed by the Audit Committee); Provision 37: As all of the Directors are non-executive, the Board is of the view that there is no requirement for a separate remuneration committee. Directors’ fees will be considered by the Board as a whole within the limits approved by Shareholders; and Provision 23: Directors are not appointed for a specified term, as all Directors are non-executive and the Board believes that a Director’s performance and their continued contribution to the running of the Company is of greater importance and relevance to Shareholders than the length of time for which they have served as a Director of the Company. Each Director is subject to the election and re-election provisions set out in the Articles,which provide that a Director appointed during the year is required to retire and seek election by Shareholders at the next AGM following their appointment. Thereafter the Directors intend to offer themselves for re- election annually but, under the Articles, are only required to submit themselves for re-election at least once every three years. Directors who have served for more than nine years will be subject to annual re-election, provided that the Nomination Committee and the Board remain satisfied that the relevant Director’s independence is not impaired by their length of service. Role of the Board A management agreement between the Company and the Investment Manager sets out the matters over which the Investment Manager has authority. This includes management of the Company’s assets and some marketing services. The Board is collectively responsible for the success of the Company and a formal schedule of matters reserved to the Board for decision has been approved, which is available on the Company’s website: www.ajot.co.uk. This includes strategy and management, Board and committee membership and other appointments, appointment and oversight of delegates, corporate structure and share capital, remuneration, financial reporting and controls, company contracts, internal controls, corporate governance and policies. The Board is responsible for the approval of annual and half year results and other public documents and for ensuring that such documents provide a fair, balanced and understandable assessment of the Company’s position and prospects. AVI Japan Opportunity Trust plc Annual Report 2020Corporate Governance Statement continued The Board’s role is to provide leadership within a framework of prudent and effective controls that enable risk to be assessed and managed. It is responsible for setting the Company’s standards and values and for ensuring that its obligations to its Shareholders and other stakeholders are understood and met. The Board sets the Company’s strategic aims (subject to the Company’s Articles of Association, and to such approval of the Shareholders in General Meeting as may be required from time to time) and ensures that the necessary resources are in place to enable the Company’s objectives to be met. The Articles of Association may only be amended by way of a special resolution of shareholders. The Board meets formally at least four times a year, with additional ad hoc Board or Committee meetings arranged when required. The Directors have regular contact with the Investment Manager and Company Secretary between formal meetings. Full and timely information is provided to the Board to enable it to function effectively and to allow Directors to discharge their responsibilities. At each meeting the Directors follow a formal agenda, which includes a review of the Company’s NAV, share price, premium, financial position, gearing levels, peer group performance, investment performance, asset allocation and transactions and any other relevant business matters to ensure that control is maintained over the affairs of the Company. The Board monitors compliance with the investment restrictions required by the FCA and s1158 of the Corporation Tax Act 2010, the Company’s objective, investment, borrowing and hedging policies and reviews the investment strategy. The Board regularly receives reports from the Investment Manager on marketing and investor relations. The proceedings at all Board and Committee meetings are fully recorded through a process that allows any Director’s concerns to be recorded in the minutes. There is an agreed procedure for Directors to take independent professional advice if necessary and at the Company’s expense. This is in addition to the access that every Director has to the advice and services of the Company Secretary, Link Company Matters Limited, which is responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. Board Composition The Board is chaired by Norman Crighton, and consists of four non-executive Directors who have all served throughout the year. All of the Board are regarded as independent of the Company’s Investment Manager, including the Chairman. The Directors have a breadth of investment, financial and professional experience relevant to the Company’s business and brief biographical details of each Director are set out on page 26. All members of the Board are resident in the UK but are from a variety of social, geographical and ethnic backgrounds. A review of Board composition and balance is included as part of the annual performance evaluation of the Board, details of which may be found below. Responsibilities of the Chairman, the Board and its Committees The Chairman leads the Board and is responsible for its overall effectiveness in directing the affairs of the Company. The Company has adopted a document setting out the responsibilities of the Chairman, which is available on the website: www.ajot.co.uk. Tenure Directors are generally initially appointed by the Board, until the following AGM when, as required by the Company’s Articles of Association, they will stand for re-election by Shareholders. Thereafter, a Director’s appointment is subject to an annual performance evaluation and the approval of Shareholders at each AGM, in accordance with corporate governance best practice. Under the Articles of Association, Shareholders may remove a Director before the end of his or her term by passing a special resolution at a meeting, and may by ordinary resolution appoint another person who is willing to act to be a Director in his or her place. A special resolution is passed if more than 75% and an ordinary resolution if more than 50% of the votes cast, in person or by proxy, are in favour of the resolution. In accordance with the above and the AIC Code, all Directors will stand for re-election at the 2021 AGM The contribution and performance of the Directors seeking re-election was reviewed by the Nomination Committee at its meeting in March 2021, which recommended to the Board their continuing appointment. The Board has adopted a formal tenure policy for Directors based on a continual review of performance. The Board does not believe that length of service in itself necessarily disqualifies a Director from seeking reappointment but, when making a recommendation, the Board takes into account the ongoing requirements of the UK Corporate Governance Code, including the need to refresh the Board and its Committees. It is not anticipated that any of the Directors would normally serve in excess of nine years. In exceptional circumstances, which would be fully explained to Shareholders at the time, a one or two year extension might be appropriate. Similarly, it is not anticipated that the Chairman will normally serve in excess of nine years. However, in exceptional circumstances, which would be fully explained at the time, a one or two year extension might be appropriate, given the entirely non-executive nature of the Board and in particular where the Chairman has not been appointed in his position for the entire duration of his tenure as a Director. As with all Directors, the continuing appointment of the Chairman is subject to ongoing review of performance, including a satisfactory annual evaluation, annual re-election by Shareholders and may be further subject 3131 AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Corporate Governance Statement continued to the particular circumstances of the Company at the time he or she intends to retire from the Board. The Directors acknowledge the benefits of Board diversity and continual review of the Board’s and individual Directors’ effectiveness, while seeking to retain a balance of knowledge of the Company, diversity and continuity in the relationship with the Investment Manager. The Board has adopted a Diversity Policy in line with its commitment to ensuring that the Company’s Directors bring a wide range of skills, knowledge, experience, backgrounds and perspectives to the Board. The Board does not feel that it would be appropriate to set targets as all appointments must be made on merit. However, diversity generally will be taken into consideration when evaluating the skills, knowledge and experience desirable to fill each Board vacancy. The Board has established the following objectives for achieving diversity on the Board: • all Board appointments will be made on merit, in the context of the skills, background, knowledge and experience that are needed for the Board to be effective; and • long lists of potential non-executive directors should include diverse candidates of appropriate merit. The terms and conditions of Directors’ appointments are set out in formal letters of appointment, copies of which are available for inspection on request at the Company’s registered office during normal business hours and at the Company’s AGM. Board Independence All Directors are non-executive, have a range of other interests and are not dependent on the Company itself. At the Nomination Committee meeting in March 2021, the Directors reviewed their independence and confirmed that all Directors remain wholly independent of the Investment Manager. The Board has determined that all Directors are independent in character and judgement and that their individual skills, broad business experience and knowledge and understanding of the Company are of great benefit to Shareholders. There were no contracts subsisting during or at the end of the year in which a Director of the Company is or was materially interested and which is or was significant in relation to the Company’s business. No Director has a contract of service with the Company and there are no agreements between the Company and its Directors concerning compensation for loss of office. Directors’ Conflicts of Interest The Company’s Articles of Association permit the Board to consider and, if it sees fit, to authorise situations where a Director has an interest that conflicts, or may possibly conflict, with the interests of the Company (“situational conflicts”). A schedule of interests for each Director is maintained by the Company and reviewed at every Board meeting. The Board has 32 a formal system in place in line with the Articles of Association for Directors to declare any new situational conflicts to be considered for authorisation by those Directors who have no interest in the matter being considered. In deciding whether to authorise a situational conflict, the non-conflicted Directors act honestly and in good faith with a view to the best interests of the Company and they may impose limits or conditions when giving the authorisation, or subsequently, if they think this is appropriate. Any situational conflicts considered, and any authorisations given, are recorded in the relevant meetings’ minutes and the register of interests. The prescribed procedures have been followed in deciding whether, and on what terms, to authorise situational conflicts and the Board believes that the system it has in place for reporting and considering situational conflicts continues to operate effectively. The Chairman has had no relationship that may have created a conflict between his interests and those of the Company’s Shareholders. Induction and Training On appointment, the Company Secretary provides all Directors with induction training. The training covers the Company’s investment strategy, policies and practices. The Directors are also given regular briefings on changes in law and regulatory requirements that affect the Company and the Directors. It is the Chairman’s responsibility to ensure that the Directors have sufficient knowledge to fulfil their role and Directors are encouraged to attend industry and other seminars covering issues and developments relevant to investment trust companies. Regular reviews of Directors’ training needs are carried out by the Chairman by means of the evaluation process described below. The Directors have access to the advice and services of the Company Secretary through its appointed representative, who is responsible for general secretarial functions and for assisting the Company with compliance with its continuing obligations as a company listed on the premium segment of the Official List. The Company Secretary is also responsible for ensuring good information flows between all parties. Directors’ Insurance and Indemnification Directors’ and officers’ liability insurance cover was in place throughout the year and remains in place at the date of this report. The Company’s Articles of Association provide, subject to the provisions of UK legislation, an indemnity for Directors in respect of costs which they may incur relating to the defence of any proceedings brought against them arising out of their positions as Directors, in which they are acquitted or judgment is given in their favour by the Court. The Company has granted indemnity to Directors to the extent permitted by law in respect of liabilities that may attach to them in their capacity as Directors of the Company. AVI Japan Opportunity Trust plc Annual Report 2020Corporate Governance Statement continued Board Committees The Board delegates certain responsibilities and functions to the Audit Committee and the Nomination Committee. Both Committees comprise all Directors. The terms of reference for these Committees are available on the website www.ajot.co.uk or via the Company Secretary. Separate Remuneration and Management Engagement Committees have not been established as the Board consists of only independent non-executive Directors. The whole Board is responsible for setting Directors’ fees in line with the Remuneration Policy set out on page 36, which is subject to periodic Shareholder approval. The investment management agreement and performance of the Investment Manager is reviewed by the Board as a whole on a regular basis, ensuring that the terms are fair and reasonable and that its continuance, given the Company’s performance over both short and longer terms, is in the best interests of the Company and its Shareholders. The Board as a whole also reviews the terms of appointment and performance of the Company’s other service providers. Audit Committee The Audit Committee comprises all Directors and is chaired by Katya Thomson, who is a Chartered Accountant. The other Audit Committee members have a combination of financial, investment and other experience gained throughout their careers and the Board is satisfied that at least one of the Audit Committee’s members has recent and relevant financial experience. The Audit Committee as a whole is considered to have competence relevant to the sector. All members of the Audit Committee are independent. The Chairman of the Board is a member of the Audit Committee but, in line with the AIC Code, does not chair it and was considered independent on appointment. The Chairman’s membership of the Audit Committee is considered appropriate given his extensive knowledge of the Investment Trust sector. The Report of the Audit Committee, which forms part of this Corporate Governance Statement, can be found on pages 40 to 41. Nomination Committee The Nomination Committee, consisting of all of the Directors, meets at least annually. During the year, the Chairman of the Board chaired the Nomination Committee, but at its March 2021 meeting, Margaret Stephens was appointed as Chair of the Committee going forward. The Nomination Committee is responsible for ensuring that the Board has an appropriate balance of skills and experience to carry out its duties, to select and propose suitable candidates for appointment when necessary and for making recommendations regarding the re- election of existing Directors. When considering succession planning and tenure policy, the Nomination Committee bears in mind the balance of skills, knowledge, experience, gender and diversity of Directors, the achievement of the Company’s investment objective and compliance with the Company’s Articles of Association and the AIC Code. The Nomination Committee will make recommendations when the recruitment of additional non-executive Directors is required. Once a decision is made to recruit additional Directors to the Board, a formal job description is drawn up. The Company may use external agencies as and when recruitment becomes necessary. The Nomination Committee also reviews and recommends to the Board the Directors seeking re-election. Recommendation is not automatic and will follow an annual performance evaluation of the Board, its Committees and individual Directors and consideration of the Director’s independence. The evaluation of individual Directors takes into account whether they have devoted sufficient time and contributed adequately to the work of the Board and its Committees. The evaluation of the Board and its Committees considers the balance of experience, skills, independence, corporate knowledge, its diversity, including gender, and how it works together. The Nomination Committee met in March 2021 to carry out its annual review of the Board, its composition and size and its Committees, the results of which are detailed below. Board and Committee Meeting Attendance The table details the number of scheduled Board and Committee meetings held during the year under review and the number of meetings attended by each Director. Norman Crighton Yoshi Nishio Margaret Stephens Katya Thomson Board Audit Committee Nomination Committee 5/5 5/5 5/5 5/5 4/4 4/4 4/4 4/4 1/1 1/1 1/1 1/1 The Directors also met on an ad hoc basis during the year to undertake business such as the approval of the Company’s interim results, approval of the prospectus and relating documents and approval of the amendment agreement to the loan facility. Performance Evaluation In March 2021, the Nomination Committee conducted a review of the Board’s performance, together with that of its Committees, the Chairman and each individual Director, as well as their independence. This was conducted by way of an evaluation questionnaire. The results of the questionnaires were supplied to the Company Secretary who collated the results and provided a summary to the Board. It was concluded that the performance of the Board, its Committees, the Chairman and each individual Director was satisfactory and the Board has a good balance of skills, knowledge and experience and includes individuals from different social, geographical and ethnic backgrounds. It is considered that each of the Directors remains independent 3333 AVI Japan Opportunity Trust plc Annual Report 2020AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Corporate Governance Statement continued of the Investment Manager, makes a significant contribution and devotes sufficient time to the affairs of the Company, the Chairman continues to display effective leadership and all Directors seeking re-election at the Company’s AGM merit re- election by Shareholders. Internal Control The Board has overall responsibility for the Company’s system of internal control and for reviewing its effectiveness. The Audit Committee supports the Board in the continuous monitoring of the internal control and risk management framework. The Board has established an ongoing process for identifying, evaluating and managing the principal and new or emerging risks faced by the Company. The process accords with the FRC’s guidance on Risk Management, Internal Control and Related Business and Financial Reporting published in September 2014. The risk management process and system of internal control was in operation throughout the year and up to the date of this report. The system is designed to meet the specific risks faced by the Company and takes account of the nature of the Company’s reliance on its service providers and their internal controls. The system therefore manages rather than eliminates the risk of failure to achieve the Company’s business objectives and provides reasonable, but not absolute assurance against material misstatement or loss. In arriving at its judgement of what risks the Company faces, the Board, through the Audit Committee, has considered the Company’s operations in light of the following factors: • the nature and extent of risks which it regards as acceptable for the Company to bear within its overall business objective; • the threat of such risks becoming reality; • • the Company’s ability to reduce the incidence and impact of risk on its performance; and the extent to which third parties operate the relevant controls. The Company maintains a risk matrix which identifies key risks faced by the Company and controls in place to mitigate those risks. The risks are assessed on the basis of the likelihood of them happening, the impact on the business if they were to occur and the effectiveness of the controls in place to mitigate against them. This risk matrix is reviewed twice a year by the Audit Committee and at other times as necessary. The Directors confirm that they have carried out a robust assessment of the Company’s emerging and principal risks as identified by the Board, which are set out on pages 23 to 24, as well as the controls in place to manage or mitigate those risks. The Board reviews financial information produced by the Investment Manager and the Administrator on a regular basis. Most functions for the day-to-day management of the 34 Company are sub contracted, and the Directors therefore obtain assurances and information, including internal control reports, from key third-party suppliers regarding the internal systems and controls operated in their respective organisations. During the year under review, the Audit Committee also requested and reviewed updates from key service providers on business continuity, cyber security and fraud prevention to assess whether each service provider would continue to be able to function effectively despite the COVID-19 pandemic and associated restrictions. By the means of the procedures set out above, the Board confirms that it has reviewed, and is satisfied with, the effectiveness of the Company’s system of internal control for the year ended 31 December 2020, and to the date of approval of this Annual Report and Financial Statements. During the course of its review of the system of internal control, the Board has not identified nor been advised of any failings or weaknesses which it has determined to be significant. Therefore, a confirmation in respect of necessary actions has not been considered appropriate. Internal Audit Function As the Company is an externally managed investment company with day-to-day management and administrative functions being outsourced to third parties, and as the Company does not have executive Directors, employees or internal operations, the Board does not consider it necessary to establish an internal audit function, as it believes the existing system of monitoring and reporting by the third parties to be appropriate and sufficient. Accountability and Relationship with AVI The Statement of Directors’ Responsibilities in respect of the Financial Statements is set out on page 39, the Independent Auditors’ Report on pages 42 to 46 and the Viability Statement on page 22. The Board has delegated contractually to external third parties, including the Investment Manager, the management of the investment portfolio, the custodial services (including the safeguarding of the assets), the day-to-day accounting and cash management, company secretarial and administration requirements and registration services. Each of these contracts was entered into after full and proper consideration by the Board of the quality and cost of the services offered, including the control systems in operation in so far as they relate to the affairs of the Company. Further information on management arrangements can be found on page 16. AVI Japan Opportunity Trust plc Annual Report 2020Corporate Governance Statement continued The Board receives and considers regular reports from the Investment Manager and ad hoc reports and information are supplied to the Board as required. The Investment Manager takes decisions as to the purchase and sale of individual investments. The Investment Manager also ensures that all Directors receive, in a timely manner, all relevant management, regulatory and financial information. Continued Appointment of the Investment Manager The Board considers the arrangements for the provision of investment management and other services to the Company on an ongoing basis. In addition to the monitoring of investment performance at each Board meeting, an annual review of the Company’s investment performance over both the short and longer terms is undertaken. Representatives of AVI attend Board meetings, enabling the Directors to probe further on matters of concern. The Board and the Investment Manager operate in a supportive, co-operative and open environment. Following an annual review, it is the Directors’ opinion that the continuing appointment of AVI, the Investment Manager, on the existing terms, is in the best interests of the Company and its Shareholders as a whole. By order of the Board For and on behalf of Link Company Matters Limited Company Secretary 17 March 2021 3535 AVI Japan Opportunity Trust plc Annual Report 2020AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Directors’ Remuneration Report Directors’ Remuneration Policy The Remuneration Policy provides details of the remuneration policy for the Directors of the Company. The Remuneration Policy was approved by Shareholders at the AGM of the Company held on 26 March 2020. Remuneration Policy provisions will apply until they are next set out put to Shareholders for renewal of that approval, at the Company’s AGM in 2023 or if the Remuneration Policy is varied, in which event Shareholder approval for the new Remuneration Policy will be sought. The Company follows the recommendation of the AIC Code of Corporate Governance (the “AIC Code”) that non-executive Directors’ remuneration should reflect the time commitment and responsibilities of the role. The Board’s policy is that the remuneration of non-executive Directors should reflect the experience of the Board as a whole and be determined from time to time at the Board’s discretion with reference to comparable organisations and appointments. All Directors are non-executive, appointed under the terms of letters of appointment. There are no service contracts in place. The Company has no employees. In line with the majority of investment trusts and the AIC Code, there are no performance conditions attached to the remuneration of the Directors as the Board does not consider such arrangements or benefits necessary or appropriate for non-executive Directors. The Board has set three levels of fees: one for a Director and additional fees for the Chairman of the Audit Committee and the Chairman of the Board. Fees are reviewed annually in accordance with the above policy. Annual fees are pro-rated where a change takes place during a financial year. The fee for any new Director appointed to the Board will be determined on the same basis. In addition to the annual fee, under the Company’s Articles of Association, any Director who is requested to perform services which, in the opinion of the Board, go beyond the ordinary duties of a director, may be paid such extra remuneration as the Board may in its discretion decide in addition to or in substitution for any other remuneration that they may be entitled to receive. Should any extra remuneration be paid during the year, details of the events, duties and responsibilities that gave rise to the additional directors’ fees would be disclosed in the annual report. Directors are also entitled to reimbursement of reasonable fees and expenses incurred by them in the performance of their duties. The approval of Shareholders would be required to increase the aggregate annual Directors’ Remuneration limit of £150,000, as set out in the Company’s Articles of Association. 36 None of the Directors has any entitlement to pensions or pension related benefits, medical or life insurance schemes, share options, long-term incentive plans, or performance related payments. No Director is entitled to any other monetary payment or any assets of the Company except in their capacity (where applicable) as Shareholders of the Company. Directors’ Letters of Appointment expressly prohibit any entitlement to payment on loss of office. Directors’ and Officers’ liability insurance cover is maintained by the Company, at its expense, on behalf of the Directors. The Company has also provided indemnities to the Directors in respect of costs or other liabilities which they may incur in connection with any claims relating to their performance or the performance of the Company whilst they are Directors. The Company is committed to ongoing Shareholder dialogue and any views expressed by Shareholders on the fees being paid to Directors would be taken into consideration by the Board when reviewing the Directors’ remuneration policy and in the annual review of Directors’ fees. This policy was approved by the Board on 26 November 2019 and by Shareholders on 26 March 2020. Report on Implementation This Report is prepared in accordance with Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2008 as amended in August 2013. The report also meets the relevant requirements of the Companies Act 2006 (the “Act”) and the Listing Rules of the FCA and describes how the Board has applied the principles relating to Directors’ remuneration. The Company’s Auditors are required to report on certain information contained within this report; where information set out below has been audited it is indicated as such. All Directors are non-executive and the Company has no chief executive off icer or employees; as such some of the reporting requirements contained in the Regulations are not applicable and have not been reported on, including the requirement for a future policy table and an illustrative representation of the level of remuneration that could be received by each individual Director. It is believed that all relevant information is disclosed within this report in an appropriate format. The Board may amend the level of remuneration paid to individual Directors within the parameters of the Remuneration Policy. No changes to the policy are currently proposed. Statement from the Chairman As the Company has no employees and the Board is comprised wholly of non-executive Directors, the Board has not established a separate Remuneration Committee. Directors’ remuneration is determined by the Board as a whole, at its discretion, within an aggregate ceiling of £150,000 per annum. Each Director abstains from voting on their own individual remuneration. The Board AVI Japan Opportunity Trust plc Annual Report 2020Directors’ Remuneration Report continued has not been provided with advice or services by any person in respect of its consideration of the Directors’ remuneration. During the year and the Board carried out a review of the level of Directors’ fees in accordance with the Remuneration Policy. No changes were proposed to the fees, which were last increased with effect from 23 October 2019 as discussed in the 2019 Annual Report, to £35,000 per annum for the Chairman, £32,500 per annum for the Chairperson of the Audit Committee and £30,000 per annum for other Directors. There have been no major decisions on Directors’ remuneration or any other changes to the remuneration paid to each individual Director in the year under review. Directors’ Emoluments (audited information) Directors are only entitled to fixed fees at such rates as are determined by the Board from time to time and in accordance with the Directors’ Remuneration Policy as approved by the Shareholders. benefits, medical or life insurance schemes, share options, long-term incentive plans, or performance-related payments. No Director is entitled to any other monetary payment or any assets of the Company. Accordingly the Single Total Figure table below does not include columns for any of these items or their monetary equivalents. Directors’ & Officers’ liability insurance is maintained and paid for by the Company on behalf of the Directors. In line with market practice, the Company has agreed to indemnify the Directors in respect of costs, charges, losses, liabilities, damages and expenses, arising out of any claims or proposed claims made for negligence, default, breach of duty, breach of trust or otherwise, or relating to any application under Section 1157 of the Companies Act 2006, in connection with the performance of their duties as Directors of the Company. The indemnities would also provide financial support from the Company should the level of cover provided by the Directors’ & Officers’ liability insurance maintained by the Company be exhausted. No Director has a service contract with the Company. None of the Directors has any entitlement to pensions or pension-related The Directors who served during the year received the following emoluments: Single Total Figure Table (audited information) Name of Director Norman Crighton Yoshi Nishio Margaret Stephens Katya Thomson Fees paid* Taxable benefits Total 2020 35,000 30,000 30,000 32,500 127,500 2019** 36,775 30,808 30,808 33,791 132,182 2020 - - - - - 2019** - - - - - 2020 35,000 30,000 30,000 32,500 127,500 2019** 36,775 30,808 30,808 33,791 132,182 Annual Percentage Change† 12.7% 13.9% 15.2% 15.2% 14.2% * Excluding Employer’s National Insurance Contribution ** From IPO on 23 October 2018 to 31 December 2019 † The 2019 fees used to calculate the percentage change were for those paid in the period from 1 January 2019 to 31 December 2019 rather than the period from IPO on 23 October 2018 to 31 December 2019, to provide a more accurate comparison. Sums Paid to Third Parties (audited information) Performance None of the fees referred to in the above table were paid to any third-party in respect of the services provided by any of the Directors. Other Benefits Taxable benefits – Article 105 of the Company’s Articles of Association provides that Directors are entitled to be reimbursed for reasonable expenses incurred by them in connection with the performance of their duties and attendance at Board and General Meetings or any other meeting which they, as Directors, are entitled to attend. Pensions related benefits – Article 106 permits the Company to provide gratuities or pensions or similar benefits for Directors of the Company. However, no pension schemes or other similar arrangements have been established and no Director is entitled to any pension or similar benefits. The chart below illustrates the total Shareholder return for a holding in the Company’s shares, as compared to the MSCI Japan Small Cap (£ adjusted total return), which the Board has adopted as the measure for both the Company’s performance and that of the Investment Manager for the year, over the period since inception of the Company. 120 110 100 90 80 70 60 Oct 18 Dec 18 Feb 19 Apr 19 Jun 19 Aug 19 Oct 19 Dec 19 Feb 20 Apr 20 Jun 20 Aug 20 Oct 20 Dec 20 AJOT Price TR MSCI Japan Small Cap TR 3737 AVI Japan Opportunity Trust plc Annual Report 2020AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Directors’ Remuneration Report continued Relative Importance of Spend on Pay Statement of Voting at AGM The table below shows the proportion of the Company’s income spent on pay. Spend on Directors’ fees* Distribution to Shareholders Management fee and other expenses** 2020 £’000 128 1,618 1,856 2018/2019 £’000 Difference 132 1,034 1,797 (4) 584 59 * As the Company has no employees the total spend on remuneration comprises only the Directors’ fees. ** Note: the items listed in the table above are as required by the Large and Medium sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 ss.20 with the exception of the management fee and other expenses, which has been included because the Directors believe it will help Shareholders’ understanding of the relative importance of the spend on pay. The figures for this measure are the same as those shown in note 3 to the financial statements. Statement of Directors’ Shareholding and Share Interests (audited information) Neither the Company’s Articles of Association nor the Directors’ Letters of Appointment require a Director to own shares in the Company. The interests of the Directors and their connected persons in the equity and debt securities of the Company at 31 December 2020 are shown in the table below: At the 2020 AGM, 24,330,617 votes (99.06%) were received voting for the resolution seeking approval of the Directors’ Remuneration Report, 224,817 (0.92%) were against, 6,000 (0.02%) were discretionary and 15,314 were withheld; the percentages of votes excludes votes withheld. In relation to the approval of the Remuneration Policy which was also approved at the 2020 AGM, 24,330,517 (99.06%) votes were received for the resolution, 224,817 (0.92%) were against, 6,000 (0.02%) were discretionary and 15,414 were withheld. The percentages of votes excludes votes withheld. Annual Statement On behalf of the Board and in accordance with Part 2 of Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, I confirm that the above Report on Remuneration Implementation summarises, as applicable, for the year to 31 December 2020: (a) the major decisions on Directors’ remuneration; (b) any discretion which has been exercised in the award of Directors’ remuneration; (c) any substantial changes relating to Directors’ remuneration Name of Director Norman Crighton Yoshi Nishio Margaret Stephens Katya Thomson Total Ordinary Shares made during the year; and 26,575 – 10,000 10,000 46,575 (d) the context in which the changes occurred and decisions have been taken. A resolution to approve this Directors’ Remuneration Report will be proposed at the AGM to be held on 28 April 2021. There have been no changes to Directors’ interests between 31 December 2020 and the date of this Report. Norman Crighton Chairman 17 March 2021 38 AVI Japan Opportunity Trust plc Annual Report 2020Statement of Directors’ Responsibilities in Relation to the Annual Report and Financial Statements The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors are required to prepare the financial statements for each financial year and have elected to prepare the company financial statements in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss for the Company for that year. In preparing these financial statements, the Directors are required to: • • • • • select suitable accounting policies and then apply them consistently; make judgements and accounting estimates that are reasonable and prudent; state whether they have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. Subject to any material departures disclosed and explained in the financial statements; prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business; and prepare a Directors’ report, a strategic report and Directors’ remuneration report which comply with the requirements of the Companies Act 2006. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006 and, as regards the Company financial statements, Article 4 of the IAS Regulation. 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. The Directors are responsible for ensuring that the Annual Report and Financial Statements, taken as a whole, are fair, balanced, and understandable and provide the information necessary for Shareholders to assess the Company’s performance, business model and strategy. The Directors considered it appropriate to adopt the going concern basis of accounting in preparing the financial statements based on the Directors’ identification of any material uncertainties to the Company’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements. Website Publication The Directors are responsible for ensuring the Annual Report and the Financial Statements are made available on a website. Financial statements are published on the Company’s website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company’s website is the responsibility of the Directors. The Directors’ responsibility also extends to the ongoing integrity of the financial statements contained therein. Directors’ Responsibilities Pursuant to Disclosure Guidance and Transparency Rules The Directors listed on page 26, being the persons responsible, hereby confirm to the best of their knowledge: • • The Company’s Financial Statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and Article 4 of the IAS Regulation and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Company; and The Annual Report includes a fair review of the development and performance of the business and the financial position of the Company, together with a description of the principal risks and uncertainties that they face. In the opinion of the Board, the Annual Report and Financial Statements taken as a whole, is fair, balanced and understandable and it provides the information necessary to assess the Company’s position and performance, business model and strategy. Directors Statement as to the Disclosure of Information to Auditor All of the current directors have taken all the steps that they ought to have taken to make themselves aware of any information needed by the Company’s auditors for the purposes of their audit and to establish that the auditors are aware of that information. The Directors are not aware of any relevant audit information of which the auditors are unaware. For and on behalf of the Board Norman Crighton Chairman 17 March 2021 3939 AVI Japan Opportunity Trust plc Annual Report 2020AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Report from the Audit Committee I am pleased to present the Audit Committee Report for the year ended 31 December 2020. The Audit Committee (the “Committee”) met four times during the year under review and once following the year end. The Company’s Auditors are invited to attend meetings as necessary. Representatives of the Investment Manager may also be invited. Details of the composition of the Committee are set out in the Corporate Governance Statement on page 33. Responsibilities of the Committee The Committee’s responsibilities are set out in formal terms of reference which are available on the Company’s website and are reviewed at least annually. The Committee’s primary responsibilities are set as follows: • to monitor the integrity of the financial statements of the Company, including its Annual and Half-Yearly reports and any other formal announcements of the Company relating to its financial performance, and to review and report to the Board on significant financial reporting issues and judgements which those statements contain, having regard to matters communicated to it by the Auditor; • to review the Half-Yearly and Annual Reports; • • • • to review the Company’s internal financial controls and the internal control and risk management systems of the Company and its third-party service providers; to make recommendations to the Board in relation to the appointment of the external auditor and their remuneration; to review the scope, results, cost effectiveness, independence and objectivity of the external auditor; to develop and implement policy on the engagement of the external auditor to supply non-audit services and considering relevant guidance regarding the provision of non-audit services by the external audit firm; and • to review circulars issued in respect of major non-routine and corporate transactions. Activities in the year During the year, the Committee has: conducted a detailed review of the internal controls and risk management systems of the Company and its third-party service providers; carried out a detailed review of the external Auditor’s performance during the 2019 audit; agreed the audit plan and fees with the Auditor in respect of the Annual Report for the year ended 31 December 2020, including the principal areas of focus; • • • 40 • • • reviewed the Company’s Half-Yearly Report and financial statements, discussed the appropriateness of the accounting policies adopted and recommended these to the Board for approval; considered the appropriate level of dividend to be paid by the Company for recommendation to the Board; and examined in detail the methodology and assumptions applied in valuing the assets of the Company. Following the year end, the Committee has received and discussed with the Auditor their report on the results of the audit and reviewed this Annual Report and Financial Statements, discussed the appropriateness of the accounting policies adopted and recommended these to the Board for approval. Significant Issues The Committee considered the following key issues in relation to the Company’s financial statements during the year. A more detailed explanation of the consideration of the issues set out below, and the steps taken to manage them, is set out in the principal risks and uncertainties on pages 23 to 24. Valuation of Investments The Committee considered the valuation of the investment portfolio. The Company’s portfolio currently consists of quoted investments, which are valued by reference to their bid prices on the relevant exchange. Third-party fund valuations are received from the fund managers and reviewed by the Directors. Any future unquoted or illiquid investments will be valued by the Directors based on recommendations from the Investment Manager’s pricing committee. Maintaining Internal Controls The Committee has considered carefully the internal control systems. As the Company relies heavily on third-party suppliers, the Committee monitors the services and control levels of all of its suppliers on an ongoing basis, as explained below. Going Concern and Long-term Viability of the Company The Committee considered the Company’s financial requirements for the next 12 months and concluded that it has sufficient resources to meet its commitments. Consequently, the financial statements have been prepared on a going concern basis. The Committee also considered the longer- term viability statement within the Annual Report for the year ended 31 December 2020, covering a five year period, and the underlying factors and assumptions which contributed to the Committee deciding that this was an appropriate length of time to consider the Company’s long-term viability. The Company’s viability statement can be found on page 22. Internal Controls The Committee carefully considers the internal control systems by continually monitoring the services and controls of its third- party service providers. AVI Japan Opportunity Trust plc Annual Report 2020Report from the Audit Committee continued The Committee reviewed the risk matrix quarterly during the year under review and where appropriate it was updated. The results of this ongoing process, as well as the principal risks identified and controls put in place to manage or mitigate these risks are detailed on pages 23 to 24 of this Report. The Committee received a report on internal control and compliance from the Investment Manager and the Company’s other service providers and no significant matters of concern were identified. The Company does not have an internal audit function. During the year, the Committee reviewed whether an internal audit function would be of value and concluded that this would provide minimal additional comfort at considerable extra cost to the Company. While the Committee believes that the existing systems of monitoring and reporting by third parties remain appropriate and adequate, it will continue, on an annual basis, to actively consider possible areas within the Company’s controls environment which may need to be reviewed in detail. External Auditor BDO LLP has been the Auditor to the Company since launch in 2018. No tender for the audit of the Company has been undertaken. In accordance with the CMA Order, a competitive audit tender must be carried out at least every ten years. The Company is therefore required to carry out a tender no later than in respect of the financial year ending 31 December 2029. The Committee will review the continuing appointment of the Auditor on an annual basis and give regular consideration to the Auditor’s fees and independence, along with matters raised during each audit. Audit fees and Non-audit Services provided by the Auditor In accordance with the Company’s non-audit services policy the Audit Committee reviews the scope and nature of all proposed non-audit services before engagement, to ensure that auditor independence and objectivity are safeguarded. The policy includes a list of non-audit services which may be provided by the Auditor provided there is no apparent threat to independence, as well as a list of services which are prohibited. Non-audit services are capped at 70.0% of the average of the statutory audit fees for the preceding three years. Information on the fees paid to the Auditor is set out in note 3 to the Financial Statements on page 54. Effectiveness of the External Audit The Audit Committee monitors and reviews the effectiveness of the external audit carried out by the Auditor, including a detailed review of the audit plan and the audit results report, and makes recommendations to the Board on the re-appointment, remuneration and terms of engagement of the Auditor. This review takes into account the experience and tenure of the audit partner and team, the nature and level of services provided, and confirmation that the Auditor has complied with independence standards. During the year to 31 December 2020, the Committee carried out a detailed review of the quality and effectiveness of the 2019 audit. The review was based on feedback requested from the Investment Manager, the Administrator and the Company Secretary and discussions with the Auditor. No serious issues were identified with regards to the effectiveness of the external audit. Any concerns with effectiveness of the external audit process would be reported to the Board. Independence and Objectivity of the Auditor The Committee has considered the independence and objectivity of the Auditor. Non-audit fees of £26,000 were paid to BDO LLP during the year as reporting accountant in respect of the issue of the Prospectus. These non-audit services were assurance related, and the Audit Committee believes that BDO were best placed to provide these on a cost effective basis to the benefit of shareholders. The fees for non-audit services are considered not material in the context of the accounts as a whole. The Committee is satisfied that the Auditor has fulfilled its obligations to the Company and its Shareholders and remains independent and objective. Appointment of the Auditor Following consideration of the performance of the Auditor, the services provided during the year and a review of its independence and objectivity, the Committee has recommended to the Board the appointment of BDO LLP as Auditor to the Company. Ekaterina Thomson Chairperson of the Audit Committee 17 March 2021 4141 AVI Japan Opportunity Trust plc Annual Report 2020AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Independent Auditor’s Report to the Members For the year ended 31 December 2020 Opinion on the financial statements Conclusions relating to going concern In our opinion the financial statements: • • • give a true and fair view of the state of Company’s affairs as at 31 December 2020 and of the Company’s loss for the year then ended; have been properly prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 ; have been properly prepared in accordance with international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union; and • have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements of AVI Japan Opportunity Trust PLC (the “Company”) for the year ended 31 December 2020 which comprise the statement of comprehensive income, the statement of changes in equity, the balance sheet, the statement of cash flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and international accounting standards in conformity with the requirements of the Companies Act 2006 and international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit opinion is consistent with the additional report to the Audit Committee. Independence Following the recommendation of the Audit Committee, we were appointed by AVI Japan Opportunity Trust Plc on 8 October 2018 to audit the financial statements for the year ending 31 December 2019 and subsequent financial periods. The period of total uninterrupted engagement including retenders and reappointments is two years, covering the years ending 31 December 2019 to 31 December 2020. We remain independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non- audit services prohibited by that standard were not provided to the Company. 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: • • • • • • Evaluating the appropriateness of management’s method of assessing the going concern in light of market volatility and the present uncertainties. Challenging management’s assumptions and judgements made by assessing them for reasonableness and stress- testing forecasts. Calculating financial ratios to ascertain the financial health of the Company. Reviewing loan arrangements with the bank for any covenants in place and recalculating the period end covenant compliance calculations to ensure that the Company has calculated their position correctly. Reviewing the loan compliance certificates throughout the year and making sure the Company was always in compliance with the loan covenants. Assessing whether the Company has the ability to repay the loan, taking into account the liquidity of the Company’s investment portfolio and the Company’s financial position. 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 entity’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. In relation to the Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether 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. Key audit matters Valuation and ownership of investments 2020 2019   Materiality £1.2m based on 1% of net assets (£966k based on 1% of net assets) 42 AVI Japan Opportunity Trust plc Annual Report 2020 Independent Auditor’s Report to the Members For the year ended 31 December 2020 – continued An overview of the scope of our audit Our audit was scoped by obtaining an understanding of the Company and its environment, including the Company’s system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement. 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, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matter How the scope of our audit addressed the key audit matter Valuation and ownership of investments (Notes 1,8 and 13 to the financial statements) We considered the valuation and ownership of investments to be the most significant audit area, as investments represent the most significant balance in the financial statements and underpin the principal activity of the Company. Furthermore, we considered the disclosures related to investments to be a significant area as they are expected to be a key area of interest for the users of the financial statements. We responded to this matter by testing the valuation and ownership of 100% of the portfolio of investments. We performed the following procedures: • • • We made use of our data analytic tool to confirm the year end bid price used agreed to externally quoted prices. Obtained direct confirmation from the custodian regarding the investments held at year end. For the whole population, we assessed whether there were contra indicators such as liquidity considerations to suggest bid price is not the most appropriate indication of fair value. We also considered the completeness, accuracy and clarity of investment related disclosure notes by agreeing all the disclosures to supporting documentation and completing our disclosure checklist. Key observations: Based on our procedures performed we did not identify any material exceptions with regards to valuation or ownership of investments or the disclosures. Our application of materiality We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements. In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole. 4343 AVI Japan Opportunity Trust plc Annual Report 2020AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Independent Auditor’s Report to the Members For the year ended 31 December 2020 – continued Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows: Materiality Basis for determining materiality Rationale for the benchmark applied Performance materiality Company Financial statements 2020 £m £1,200,000 2019 £m £966,000 1% of net assets 1% of net assets Financial statement materiality was set at 1% of net assets as it is the main factor considered by potential investors before they make their investments decisions. In setting materiality, we have had regard to the nature and disposition of the investment portfolio. For a low risk portfolio where fair values are highly visible (e.g. quoted securities like the Company’s portfolio), a base line percentage of 1% invested assets would be a typical benchmark. Financial statement materiality was set at 1% of net assets as it is the main factor considered by potential investors before they make their investments decisions. In setting materiality, we have had regard to the nature and disposition of the investment portfolio. For a low risk portfolio where fair values are highly visible (e.g. quoted securities like the Company’s portfolio), a base line percentage of 1% invested assets would be a typical benchmark. £724,000 £900,000 Basis for determining performance materiality 75% of materiality The level of performance materiality applied was set after having considered a number of factors including the expected total value of known and likely misstatements and the level of transactions in the year. Lower threshold Profit before tax could influence users of the financial statements as it is a measure of the company’s performance of income generated from its investments after expenses. Thus, we have set a lower testing threshold for those items impacting revenue return of £200,000 which is based on 10% of revenue return before tax (2019:£74.000). Reporting threshold We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £24,000 (2019:£19,000). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds. Other information The directors are responsible for the other information. The other information comprises the information included in the Annual Report other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. 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 Statement 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. 44 AVI Japan Opportunity Trust plc Annual Report 2020Independent Auditor’s Report to the Members For the year ended 31 December 2020 – continued Going concern and longer-term viability • • The Directors’ statement with regards the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified; and The Directors’ explanation as to its assessment of the entity’s prospects, the period this assessment covers and why they period is appropriate. Other Code provisions • Directors’ statement on fair, balanced and understandable; • • Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks; The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems ; and • The section describing the work of the Audit Committee. Other Companies Act 2006 reporting Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below. Strategic Report and Directors’ Report 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 the Directors’ Report have been prepared in accordance with applicable legal requirements. 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 the Directors’ Report. Directors’ remuneration In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. Matters on which we are required to report by exception 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 by the Company, or returns adequate for our audit have not been received from branches not visited by us; or the Company financial statements and the part of the Directors’ remuneration report to be audited are not in agreement with the accounting records and returns; or • certain disclosures of Directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit. Responsibilities of Directors As explained more fully in the Statement of Directors’ Responsibilities, 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. 4545 AVI Japan Opportunity Trust plc Annual Report 2020AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Independent Auditor’s Report to the Members For the year ended 31 December 2020 – continued 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. Extent to which the audit was capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We designed procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: We gained an understanding of the legal and regulatory framework applicable to the entity and the industry in which it operates and considered the risk of acts by the Company which would be contrary to applicable laws and regulations, including fraud. These included but were not limited to compliance with Companies Act 2006,the FRC listing and DTR rules, the principles of the UK Corporate Governance Code and industry practice represented by the SORP. We also considered the Company’s qualification as an investment company under UK tax legislation as any breach of this would lead to the Company being penalised. We considered compliance with this framework through discussions with the Audit Committee and performed audit procedures on these areas as considered necessary. Our procedures involved enquiry with the Investment Manager, Administrator and the board, review of the reporting to the Directors with respect to compliance with laws and regulation, review of board meeting minutes and review of legal correspondence. There are inherent limitations in an audit of financial statements and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. As in all of our audits we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud. Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/ auditorsresponsibilities. This description forms part of our auditor’s report. 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’s members as a body, for our audit work, for this report, or for the opinions we have formed. Ariel Grosberg (Senior Statutory Auditor) For and on behalf of BDO LLP, Statutory Auditor 55 Baker Street London 17 March 2021 BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). 46 AVI Japan Opportunity Trust plc Annual Report 2020Statement of Comprehensive Income For the year ended 31 December 2020 For the year ended 31 December 2020 For the period from 27 July 2018 to 31 December 2019 Revenue return £’000 Capital return £’000 Total £’000 Revenue return £’000 Capital return £’000 Notes Total £’000 2 8 3 3 4 4 5 7 2,818 - 2,818 2,345 - 2,345 - - 2,818 (122) (638) (1,171) (1,171) (745) (1,916) (745) 902 - - 14,905 14,905 (791) (791) 2,345 14,114 16,459 (1,096) (1,218) - (638) (106) (738) (954) (1,060) - (738) 2,058 (3,012) (22) - (194) (210) (954) (216) (210) 1,501 13,160 14,661 (9) - (77) 62 (86) 62 2,036 (284) 1,752 (3,416) - (1,380) (284) (3,416) (1,664) 1,492 (230) 1,262 13,145 14,637 - (230) 13,145 14,407 1.51p (2.94p) (1.43p) 1.40p 14.63p 16.03p Income Investment income (Losses)/gains on investments held at fair value Exchange losses on currency balances Expenses Investment management fee Other expenses (including irrecoverable VAT) Profit/(loss) before finance costs and tax Finance costs Exchange (losses)/gains on revolving credit facility revaluation Profit/(loss) before taxation Taxation Profit/(loss) for the year Earnings per Ordinary Share The total column of this statement is the Income Statement of the Company prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. The supplementary revenue and capital columns are presented in accordance with the Statement of Recommended Practice issued by the Association of Investment Companies (“AIC SORP”). All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued during the year. There is no other comprehensive income, and therefore the profit for the year after tax is also the total comprehensive income. The accompanying notes are an integral part of these financial statements. 47 AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Statement of Changes in Equity For the year ended 31 December 2020 For the year to 31 December 2020 Balance as at 31 December 2019 Issue of Ordinary Shares Expenses of share issue Total comprehensive (loss)/income for the year Ordinary dividends paid Ordinary Share capital £’000 Share premium £’000 Special reserve* £’000 Capital reserve* £’000 Revenue reserve** £’000 Total £’000 1,139 36 34,476 3,835 - - - (69) - - 77,588 13,145 1,262 127,610 - - - - - - (3,416) - 1,752 (1,798) 3,871 (69) (1,664) (1,798) Balance as at 31 December 2020 1,175 38,242 77,588 9,729 1,216 127,950 Ordinary Share capital £’000 Share premium £’000 Special reserve* £’000 Capital reserve* £’000 Revenue reserve** £’000 Total £’000 For the period 27 July 2018 to 31 December 2019 Issue of Ordinary Shares Expenses of share issue Cancellation of share premium account as at 4 June 2019 Expenses in relation to cancellation of share premium account Total comprehensive income for the period Ordinary dividends paid 1,139 114,412 (2,322) - - - - - - - (77,588) 77,588 (26) - - - - - - - - - - - - - 115,551 (2,322) - (26) 13,145 1,262 14,407 - - - Balance as at 31 December 2019 1,139 34,476 77,588 13,145 1,262 127,610 * Within the balance of the capital reserve, £1,022,000 (31 December 2019: £5,934,000) relates to realised gains which under the Articles of Association is distributable by way of dividend. The remaining £8,707,000 (31 December 2019: £7,211,000) relates to unrealised gains on investments and is non-distributable. ** Revenue reserve is fully distributable by way of dividend. The accompanying notes are an integral part of these financial statements. 48 AVI Japan Opportunity Trust plc Annual Report 2020Balance Sheet As at 31 December 2020 Non-current assets Investments held at fair value through profit or loss Current assets Receivables Cash and cash equivalents Total assets Current liabilities Revolving credit facility Payables Total assets less current liabilities Net assets Equity attributable to equity Shareholders Ordinary Share capital Share premium Special reserve Capital reserve Revenue reserve Total equity As at 31 December 2020 £’000 As at 31 December 2019 £’000 Notes 8 9 10 10 11 136,616 136,616 125,531 125,531 909 6,028 6,937 296 17,995 18,291 143,553 143,822 (15,231) (15,965) (372) (247) (15,603) (16,212) 127,950 127,610 127,950 127,610 1,175 38,242 77,588 9,729 1,216 1,139 34,476 77,588 13,145 1,262 127,950 127,610 NAV per Ordinary Share – basic 12 108.90p 112.00p Number of shares in issue 11 117,489,742 113,939,742 These financial statements were approved and authorised for issue by the Board of AVI Japan Opportunity Trust plc on17 March 2021 and were signed on its behalf by: Norman Crighton The accompanying notes are an integral part of these financial statements. Registered in England & Wales No. 11487703 49 AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Statement of Cash Flows For the year ended 31 December 2020 Reconciliation of (loss)/profit before taxation to net cash outflow from operating activities (Loss)/profit before taxation Losses/(gains) on investments held at fair value through profit or loss Increase in receivables Exchange losses/(gains) on revolving credit facility Increase in payables Taxation paid Net cash outflow from operating activities Investing activities Purchases of investments Sales of investments Net cash outflow from investing activities Financing activities Dividends paid Issue of shares net of costs (Repayment)/issue of revolving credit facility net of costs Prospectus issue costs Share premium cancellation costs Cash inflow from financing activities Year to 31 December 2020 £’000 Period to 31 December 2019 £’000 (1,380) 1,171 14,637 (14,905) (1) 210 57 (284) (227) (296) (62) 247 (230) (609) (50,653) (143,350) 38,141 32,724 (12,512) (110,626) (1,798) - 3,802 113,229 (944) (288) - 772 16,027 - (26) 129,230 (Decrease)/increase in cash and cash equivalents (11,967) 17,995 Reconciliation of net cash flow movement: Cash and cash equivalents at beginning of year (Decrease)/increase in cash and cash equivalents Cash and cash equivalents at end of year The accompanying notes are an integral part of these financial statements. 17,995 - (11,967) 17,995 6,028 17,995 50 AVI Japan Opportunity Trust plc Annual Report 2020Notes to the Financial Statements For the year ended 31 December 2020 1 General information and accounting policies AVI Japan Opportunity Trust plc is a public limited company incorporated on 27 July 2018 and registered in England and Wales. The principal activity of the Company is that of an investment trust company within the meaning of Sections 1158/1159 of the Corporation Tax Act 2010 and its investment approach is detailed in the Strategic Report. The Company commenced trading and was listed on the London Stock Exchange on 23 October 2018. The financial statements of the Company have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. The financial statements have also been prepared in accordance with the AIC SORP for the financial statements of investment trust companies and venture capital trusts, except to the extent it is not consistent with the requirements of IFRS. Basis of preparation The financial statements of the Company have been prepared for the year ended 31 December 2020. In order to better reflect the activities of an investment trust company and in accordance with guidance issued by The AIC, supplementary information which analyses the Statement of Comprehensive Income between items of revenue and a capital nature has been prepared alongside the Statement of Comprehensive Income. The Company invests in Japan with subsequent cash-flows (dividend receipts and interest payments) being received in Japanese Yen, however the Directors consider the Company’s functional currency to be Pound Sterling as the Shares of the Company are listed on the London Stock Exchange, it is regulated in the United Kingdom, principally having its Shareholder base in the United Kingdom and pays dividend and expenses in Pounds Sterling. The Directors have chosen to present the financial statements in Pounds Sterling rounded to the nearest thousand except where otherwise indicated. Going concern The financial statements have been prepared on a going concern basis and on the basis that approval as an investment trust company will continue to be met. The Directors have made an assessment of the Company’s ability to continue as a going concern and are satisfied that the Company has adequate resources to continue in operational existence for a period of at least 12 months from the date when these financial statements were approved. In making this assessment, the Directors have considered in particular the likely economic effects and the effects on the Company’s operations of the current COVID-19 pandemic. The longer-term economic effects of the pandemic are very difficult to predict but in considering preparing the accounts on a going concern basis, the Directors noted the Company holds a portfolio of liquid investments whose value is a multiple of liabilities. The Directors are of the view that the Company can meet its obligations as and when they fall due. The cash available and revolving credit facility enables the Company to meet any funding requirements and finance future additional investments. The Company is a closed-end fund, where assets are not required to be liquidated to meet day-to-day redemptions. The Board has reviewed stress testing and scenario analysis prepared by the Investment Manager to assist them in assessing the impact of changes in market value and income with associated cash flows. In making this assessment, the Investment Manager have considered plausible downside scenarios. These tests included the possible further effects of the continuation of the COVID-19 pandemic but, as an arithmetic exercise, apply equally to any other set of circumstances in which asset value and income are significantly impaired. It was concluded that in a plausible downside scenario, the Company could continue to meet its liabilities. Whilst the economic future is uncertain, and the Directors believe that it is possible the Company could experience further reductions in income and/or market value, the opinion of the Directors is that this should not be to a level which would threaten the Company’s ability to continue as a going concern. The Investment Manager and the Company’s third-party service providers have contingency plans to ensure the continued operation of their business in the event of disruption, such as the impact of COVID-19. The Board was satisfied that there has been minimal impact to the services provided during the year and are confident that this will continue. Furthermore, the Directors are not aware of any material uncertainties that may cast significant doubt on the Company’s ability to continue as a going concern, having taken into account the liquidity of the Company’s investment portfolio and the Company’s financial position in respect of its cash flows, borrowing facilities and investment commitments (of which there are none of significance). Therefore, the financial statements have been prepared on the going concern basis. Segmental reporting The Directors are of the opinion that the Company is engaged in a single segment of business, being investment business. The Company invests in companies listed in Japan on recognised exchanges. Accounting developments In the year under review, the Company has applied amendments to IFRS issued by the IASB. These include annual improvements to IFRS, changes in standards, legislative and regulatory amendments, changes in disclosure and presentation requirements. The adoption of the changes to accounting standards has had no material impact on these or prior years’ financial statements. There are amendments to IAS/IFRS that will apply from 1 January 2021 as follows: IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. The Directors do not anticipate that the adoption of the above standard will have a material impact on the financial statements as presented. Critical accounting judgements and key sources of estimation uncertainty The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and the reported amounts in the Balance Sheet, the Statement of Comprehensive income and the disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about discounts to fair valuations, carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. 51 AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Critical accounting judgements and key sources of estimation uncertainty – continued The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future period if the revision affects both current and future periods. There are no further significant judgements or estimates in these financial statements. Investments The investment objective of the Company is to provide Shareholders with capital growth in excess of the MSCI Japan Small Cap Total Return Index in GBP, through the active management of a focused portfolio of equity investments listed or quoted in Japan which have been identified by the Investment Manager as undervalued and having a significant proportion of their market capitalisation held in cash, listed securities and/or realisable assets. The investments held by the Company are designated ‘at fair value through profit or loss’. All gains and losses are allocated to the capital return within the Statement of Comprehensive Income as ‘Gains or losses on investments held through profit or loss’. Also included within this heading are transaction costs in relation to the purchase or sale of investments. When a purchase or sale is made under a contract, the terms of which require delivery within the timeframe of the relevant market, the investments concerned are recognised or derecognised on the trade date. All investments are designated upon initial recognition as held at fair value through profit or loss, and are measured at subsequent reporting dates at fair value, which is the bid price. The Company derecognises a financial asset only when the contractual right to the cash flows from the asset expire, or when it transfers the financial asset and subsequently all the risks and rewards of ownership to another entity. On derecognition of a financial asset, the difference between the asset’s carrying value carrying amount and the sum of the consideration received and receivable, and the cumulative gain or loss that had been accumulated is recognised in profit or loss. All investments for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy in note 13. Foreign currency Transactions denominated in currencies other than Pounds Sterling are recorded at the rates of exchange prevailing on the date of transaction. Items which are denominated in foreign currencies are translated at the rates prevailing on the Balance Sheet date. Any gain or loss arising from a change in exchange rate subsequent to the date of the transaction is included as exchange gain or loss in the capital reserve or revenue reserve depending on whether the gain or loss is capital or revenue in nature. 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 which are subject to insignificant risk of changes in value. For the purpose of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above net of outstanding bank overdrafts when applicable. Receivables and payables Trade and other receivables and payables are measured where applicable, at amortised cost and balances revalued for exchange rate movements. Revolving credit facility The revolving credit facility is shown at amortised cost and revalued for exchange rate movements. Any gain or loss arising from changes in exchange rates is included in the capital reserve and shown in the capital column of the Statement of Comprehensive Income. Income Dividends receivable on quoted equity shares are taken to revenue on an ex-dividend basis. Dividends receivable on equity shares where no ex-dividend date is quoted are brought into account when the Company’s right to receive payment is established. Fixed returns on non-equity shares are recognised on a time-apportioned basis. Dividends from overseas companies are shown gross of any withholding taxes. Irrecoverable withholding taxes are disclosed separately within taxation in the Statement of Comprehensive Income. Special dividends are taken to the revenue or capital account depending on their nature. In deciding whether a dividend should be regarded as a capital or revenue receipt, the Board reviews all relevant information as to the reasons for the sources of the dividend on a case-by-case basis. When the Company has elected to receive scrip dividends in the form of additional shares rather than cash, the amount of the cash dividend forgone is recognised as income. Any excess in the value of the cash dividend is recognised in the capital column. All other income is accounted for on a time-apportioned accruals basis and is recognised in the Statement of Comprehensive Income. Expenses and finance costs All expenses and finance costs are accounted for on an accruals basis. On the basis of the Board’s expected long-term split of total returns the Company charges 90% of its management fee and finance costs to capital. Taxation The charge for taxation is based on the net revenue for the year and takes into account taxation deferred or accelerated because of temporary differences between the treatment of certain items for accounting and taxation purposes. Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amount for financial reporting purposes at the reporting date. Deferred tax assets are only recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of timing differences can be deducted. In line with the recommendations of the SORP, the allocation method used to calculate the tax relief on expenses charged to capital is the ‘marginal’ basis. Under this basis, if taxable income is capable of being offset entirely by expenses charged through the revenue account, then no tax relief is transferred to the capital account. 52 AVI Japan Opportunity Trust plc Annual Report 2020Notes to the Financial StatementsFor the year ended 31 December 2020 – continuedDividends payable to Shareholders Dividends to Shareholders are recognised as a liability in the period in which they are paid or approved in general meetings and are taken to the Statement of Changes in Equity. Dividends declared and approved by the Company after the Balance Sheet date have not been recognised as a liability of the Company at the Balance Sheet date. Share premium The share premium account represents the accumulated premium paid for shares issued above their nominal value less issue expenses. This is a reserve forming part of the non-distributable reserves. The following items are taken to this reserve: • • costs associated with the issue of equity; and premium on the issue of shares. Special reserve The special reserve was created by the cancellation of the share premium account by order of the court. Capital reserve The following are taken to the capital reserve through the capital column in the Statement of Comprehensive Income: Capital reserve – other, forming part of the distributable reserves: • • • • gains and losses on the disposal of investments; issue expenses on revolving credit facility; exchange differences of a capital nature; and expenses, together with the related taxation effect, allocated to this reserve in accordance with the above policies. Capital reserve – investment holding gains, not distributable: • increase and decrease in the valuation of investments held at the year end. Revenue reserve The revenue reserve represents the surplus of accumulated profits and is distributable by way of dividends. 2 Income Income from investments Overseas dividends Bank and deposit interest Exchange (losses)/gains on receipt of income* Total income * Exchange movements arise from ex-dividend date to payment date. Year ended 31 December 2020 £’000 Period ended 31 December 2019 £’000 2,840 (17) (5) 2,304 39 2 2,818 2,345 53 AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Notes to the Financial StatementsFor the year ended 31 December 2020 – continued3 Investment management fee and other expenses Management fee Other expenses: Directors’ emoluments – fees Directors’ and officers’ insurances Directors’ National Insurance Contributions Auditor’s remuneration – audit services Auditor’s remuneration – non-audit services in respect of agreeing procedures for Adjusted Share Capital Marketing Printing and postage costs Registrar fees Custodian fees Depositary fees Advisory and professional fees Regulatory fees Total other expenses Year ended 31 December 2020 Period ended 31 December 2019 Revenue £’000 122 Capital £’000 1,096 Total £’000 1,218 Revenue £’000 106 Capital £’000 954 Total £’000 1,060 128 9 13 44 – 52 48 13 33 33 244 21 638 – - – – – – – – – – – – – 128 132 9 13 44 – 52 48 13 33 33 244 21 638 12 10 20 3 170 6 14 40 39 271 21 738 – – – – – – – – – – – – – 132 12 10 20 3 170 6 14 40 39 271 21 738 The management fee of 1% per annum is calculated on the lesser of the Company’s NAV or Market Capitalisation at each quarter end. The Investment Manager will invest 25% of the management fee it receives in shares of the Company (through open market purchases) and will hold these for a minimum of two years. 4 Finance costs JPY revolving credit facility Exchange (loss)/gain on JPY revolving credit facility* Year ended 31 December 2020 Period ended 31 December 2019 Revenue return £’000 22 – Capital return £’000 194 (210) Total £’000 216 (210) Revenue return £’000 9 – Capital return £’000 77 62 Total £’000 86 62 On 1 April 2020 the Company increased its unsecured revolving credit facility (the “facility”) to a maximum of ¥4,330,000,000. At the year end, ¥2,150,000,000 was drawn down. Following renewal of the facility for a 364 day term, the amount will be repayable on 16 February 2022. During the year, interest was payable at a rate equal to LIBOR plus 1.25%, and following renewal of the facility, the rate is LIBOR plus 0.95%. * Revaluation of revolving credit facility. 54 AVI Japan Opportunity Trust plc Annual Report 2020Notes to the Financial StatementsFor the year ended 31 December 2020 – continued5 Taxation Analysis of charge for the year Overseas tax not recoverable* Tax cost for the year Year ended 31 December 2020 Period ended 31 December 2019 Revenue return £’000 284 284 Capital return £’000 – – Total £’000 284 284 Revenue return £’000 230 230 Capital return £’000 – – Total £’000 230 230 The tax assessed for the year is the standard rate of corporation tax in the United Kingdom of 19%. The differences are explained below: Profit/(loss) on ordinary activities after interest payable but before appropriations Theoretical tax at UK corporation tax rate of 19% Effects of the non-taxable items: – Tax-exempt overseas investment income – Gains on investments and exchange losses on capital items – Excess management expenses carried forward – Disallowed expenses – Movement in NTLR deficit not utilised – Overseas tax not recoverable Tax charge for year Year ended 31 December 2020 Period ended 31 December 2019 Revenue return £’000 2,036 387 Capital return £’000 Total £’000 Revenue return £’000 Capital return £’000 Total £’000 (3,416) (1,380) 1,492 13,145 14,637 (649) (262) 283 2,498 2,781 (539) – (539) (438) – (438) – 144 1 7 284 284 363 209 – 77 – – 363 353 1 84 284 284 – 151 4 - 230 230 (2,693) (2,693) 195 – - – – 346 4 - 230 230 At 31 December 2020, the Company had unrelieved losses of £4,061,000 (31 December 2019: £1,825,000) that are available to offset future taxable revenue. A deferred tax asset of £772,000 (31 December 2019: £310,000) has not been recognised because the Company is not expected to generate sufficient taxable income in future periods to utilise these losses. Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal of investments because the Company meets (and intends to continue for the foreseeable future to meet) the conditions for approval as an investment trust company. 6 Dividends Amounts recognised as distributions to equity holders in the year: Final dividend for the period ended 31 December 2019 of 0.90p per Ordinary Share Interim dividend for the year ended 31 December 2020 of 0.65p per Ordinary Share Year ended 31 December 2020 £’000 Period ended 31 December 2019 £’000 1,034 764 1,798 – – – 55 AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Notes to the Financial StatementsFor the year ended 31 December 2020 – continuedSet out below are the interim and final dividends paid or proposed on Ordinary Shares in respect of the financial year, which is the basis on which the requirements of Section 1159 of the Corporation Tax Act 2010 are considered: Interim dividend for the year ended 31 December 2020 of 0.65p per Ordinary Share Proposed final dividend for the year ended 31 December 2020 of 0.65p (2019: 0.90p) per Ordinary Share *Based on shares in circulation on 15 March 2021. 31 December 2020 £’000 31 December 2019 £’000 764 854* 1,618 – 1,034 1,034 7 Earnings per Ordinary Share The earnings per Ordinary Share is based on the Company’s net loss after tax of £1,664,000 (period ended 31 December 2019: profit of £14,407,000) and on 116,259,004 (period ended 31 December 2019: 89,867,183) Ordinary Shares, being the weighted average number of Ordinary Shares in issue during the year. The earnings per Ordinary Share detailed above can be further analysed between revenue and capital as follows: Net (loss)/profit (£’000) Weighted average number of Ordinary Shares Earnings per Ordinary Share (pence) Year to 31 December 2020 Period to 31 December 2019 Revenue 1,752 Capital (3,416) Total (1,664) Revenue 1,262 Capital 13,145 Total 14,407 116,259,044 89,867,183 1.51 (2.94) (1.43) 1.40 14.63 16.03 There are no dilutive instruments issued by the Company. 8 Investments held at fair value through profit or loss 31 December 2020 £’000 31 December 2019 £’000 118,320 7,211 125,531 50,722 (38,466) (2,667) 1,496 136,616 127,909 8,707 136,616 – – – 143,350 (32,724) 7,694 7,211 125,531 118,320 7,211 125,531 Financial assets held at fair value Opening book cost Opening investment holding gains Opening fair value Movement in the year: Purchases at cost: Equities Sales proceeds: Equities – realised (losses)/gains on equity sales Increase in investment holding gains Closing fair value Closing book cost Closing investment holding gains Closing fair value 56 AVI Japan Opportunity Trust plc Annual Report 2020Notes to the Financial StatementsFor the year ended 31 December 2020 – continuedTransaction costs Cost on acquisition Cost on disposal Analysis of capital gains (Losses)/gains on sales of financial assets based on historical cost Movement in investment holding gains for the year Net (losses)/gains on investments held at fair value Year ended 31 December 2020 £’000 Period ended 31 December 2019 £’000 30 22 52 (2,667) 1,496 (1,171) 88 19 107 7,694 7,211 14,905 The Company received £38,466,000 (period ended 31 December 2019: £32,724,000) from investments sold in the year. The book cost of these investments when they were purchased was £41,133,000 (period ended 31 December 2019: £25,030,000). These investments have been revalued over time and until they were sold any unrealised gains or losses were included in the fair value of the investments. 9 Receivables Due from Brokers Other receivables Total 31 December 2020 £’000 31 December 2019 £’000 325 584* 909 - 296 296 *The Auditor BDO LLP provided additional non-audit service fees of £26,000 as reporting accountants for the issue of the Prospectus for the issue of additional shares. No receivables are past due or impaired. 10 Current liabilities Revolving credit facility Payables: Management fees Interest payable Purchases for future settlement Other payables Total current liabilities Revolving credit facility 31 December 2020 £’000 31 December 2019 £’000 15,231 15,965 106 22 44 200 372 33 24 - 190 247 15,603 16,212 On 1 April 2020 the Company’s agreement with Scotiabank Europe Plc was amended to a ¥4,330,000,000 unsecured revolving credit facility (the “facility”) for a period of 365 days. At the year end, ¥ 2,150,000,000 was drawn down, and following renewal of the facility on 17 February 2021, this will be repayable on 16 February 2022. During the year, the facility bore interest at the rate of 1.25% over LIBOR on any drawn balance and following renewal after the year-end, the rate is 0.95% over LIBOR. Undrawn balances above ¥1,465,000 are charged at 0.425% and any undrawn portion below this is charged at 0.375%. Under the terms of the facility, the net assets shall not be less than £35m and the adjusted net asset coverage to borrowing shall not be less than 4.5:1. The facility is shown at amortised cost and revalued for exchange rate movements. Any gain or loss arising from changes in exchange rates are included in the capital reserves and shown in the capital column of the Statement of Comprehensive Income. Interest costs are charged to capital and revenue in accordance with the Company’s accounting policies. 57 AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Notes to the Financial StatementsFor the year ended 31 December 2020 – continued 11 Share capital As at 31 December 2020 Ordinary Shares of 1p each As at 31 December 2019 Ordinary Shares of 1p each Number of shares Nominal value (£) Number of shares Nominal value (£) Allocated, called up, and fully paid 117,489,742 1,174,897 113,939,742 1,139,397 During the period to 31 December 2020, 3,550,000 (31 December 2019: 113,939,742) Ordinary Shares were issued for a net consideration of £3,802,000 (31 December 2019: £113,929,000). 12 NAV per Ordinary Share The NAV per Ordinary Share is based on net assets of £127,950,000 (31 December 2019: £127,610,000) and on 117,489,742 (31 December 2019: 113,939,742) Ordinary Shares, being the number of Ordinary Shares in issue at the year end. 13 Financial instruments and capital disclosures Investment objective and policy The investment objective of the Company is to achieve capital growth through a focused portfolio of investments, particularly in companies whose share prices stand at a discount to estimated underlying NAV. The Company’s investment objective and policy are detailed on page 16. The Company’s financial instruments comprise equity investments, cash balances, receivables, payables and borrowings. The Company makes use of borrowings to achieve improved performance in rising markets. The risk of borrowings may be reduced by raising the level of cash balances held. Risks The risks identified arising from the financial instruments are market risk (which comprises market price risk, interest rate risk and foreign currency risk), liquidity risk and credit and counterparty risk. The Company may also enter into derivative transactions to manage risk. The Board and Investment Manager consider and review the risks inherent in managing the Company’s assets which are detailed below. Market risk Market risk arises mainly from uncertainty about future prices of financial instruments used in the Company’s business. It represents the potential loss which the Company might suffer through holding market positions by way of price movements, interest rate movements and exchange rate movements. The Investment Manager assesses the exposure to market risk when making each investment decision and these risks are monitored by the Investment Manager on a regular basis and the Board at quarterly meetings with the Investment Manager. Market price risk The portfolio is managed with an awareness of the effects of adverse price movements through detailed and continuing analysis with the objective of maximising overall returns to Shareholders. If the fair value of the Company’s investments at the period end increased or decreased by 10%, then it would have had an impact on the Company’s capital return and equity of £13,662,000 (31 December 2019: £12,553,000). Foreign currency The value of the Company’s assets and the total return earned by the Company’s Shareholders can be significantly affected by foreign exchange rate movements as most of the Company’s assets are denominated in currencies other than Pounds Sterling, the currency in which the Company’s financial statements are prepared. Income denominated in foreign currencies is converted to Pounds Sterling upon receipt. The JPY exchange rate at 31 December 2020 was ¥141.16:£1 (31 December 2019: ¥143.905:£1). 58 AVI Japan Opportunity Trust plc Annual Report 2020Notes to the Financial StatementsFor the year ended 31 December 2020 – continuedCurrency risk At 31 December 2020 Receivables Cash and cash equivalents JPY revolving credit facility Payables Currency exposure on net monetary items Investment held at fair value through profit or loss Total net currency exposure At 31 December 2019 Receivables Cash and cash equivalents JPY revolving credit facility Payables Currency exposure on net monetary items Investment held at fair value through profit or loss Total net currency exposure GBP £’000 666 693 – (253) 1,106 – 1,106 GBP £’000 15 345 – (223) 137 – 137 JPY £’000 243 5,335 Total £’000 909 6,028 (15,231) (15,231) (119) (9,772) 136,616 126,844 (372) (8,666) 136,616 127,950 JPY £’000 Total £’000 281 17,650 (15,965) (24) 1,942 125,531 127,473 296 17,995 (15,965) (247) 2,079 125,531 127,610 A 5% rise or decline in Sterling against foreign currency denominated (i.e. non Pounds Sterling) assets and liabilities held at the year end would have increased/decreased the NAV by £6,342,000 (31 December 2019: £6,374,000). This exposure is representative at the Balance Sheet date and may not be representative of the period as a whole. The balances are shown in the reporting currencies of the investee companies and may not represent the underlying currency exposures of the investee companies. Interest rate risk Interest rate movements may affect: • • the level of income receivable on cash deposits; and the interest payable on variable rate borrowings. The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment decisions. The exposure at 31 December of financial assets and financial liabilities to interest rate risk is shown by reference to floating interest rates. Exposure to floating interest rates Cash and cash equivalents JPY revolving credit facility 31 December 2020 £’000 31 December 2019 £’000 6,028 (15,231) 17,995 (15,965) If the above level of cash was maintained for a year, a 1% increase in interest rates would decrease the revenue return and net assets by £92,000 (31 December 2019: £20,000). Management proactively manages cash balances. If there was a fall of 1% in interest rates, it would potentially impact the Company by turning positive interest to negative interest. The total effect would be a cost increase/revenue reduction of £92,000 (31 December 2019: £20,000). 59 AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Notes to the Financial StatementsFor the year ended 31 December 2020 – continuedLiquidity risk The Company’s assets mainly comprise readily realisable securities which can be easily sold to meet funding commitments, if necessary. Unlisted investments, if any, in the portfolio are subject to liquidity risk. The risk is taken into account by the Directors when arriving at their valuation of these items. The remaining contractual payments on the Company’s financial liabilities at 31 December 2020, based on the earliest date on which payment can be required and current exchange rates at the Balance Sheet date, were as follows: At 31 December 2020 JPY revolving credit facility Payables At 31 December 2019 JPY revolving credit facility Payables Credit risk Due in 1 year or less £’000 (15,231) (372) (15,603) Due in 1 year or less £’000 (15,965) (223) (16,188) Credit risk is mitigated by diversifying the counterparties through which the Investment Manager conducts investment transactions. The credit standing of all counterparties is reviewed periodically, with limits set on amounts due from any one counterparty. The total credit exposure represents the carrying value of cash and receivable balances and totals £6,649,000 (31 December 2019: £18,291,000). Fair values of financial assets The Company measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value is the amount at which the asset could be sold or the liability transferred in an orderly transaction between market participants, at the measurement date, other than a forced or liquidation sale. Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant assets as follows: • • Level 1 – valued using quoted prices unadjusted in active markets for identical assets or liabilities. Level 2 – valued by reference to valuation techniques using observable inputs for the asset or liability other than quoted prices included within Level 1. • Level 3 – valued by reference to valuation techniques using inputs that are not based on observable market data for the asset or liability. The table below sets out fair value measurements of financial instruments as at the period end, by the level in the fair value hierarchy into which the fair value measurement is categorised. Financial assets at fair value through profit or loss at 31 December 2020 Equity investments Financial assets at fair value through profit or loss at 31 December 2019 Equity investments There have been no transfers during the period between Levels 1, 2 and 3. 60 Level 1 £’000 136,616 136,616 Level 1 £’000 125,531 125,531 Level 2 £’000 – – Level 2 £’000 – – Level 3 £’000 – – Level 3 £’000 – – Total £’000 136,616 136,616 Total £’000 125,531 125,531 AVI Japan Opportunity Trust plc Annual Report 2020Notes to the Financial StatementsFor the year ended 31 December 2020 – continuedCapital management policies and procedures The structure of the Company’s capital is described on page 27 and details of the Company’s reserves are shown in the Statement of Changes in Equity on page 48. The Company’s capital management objectives are: • • • to ensure that it will be able to continue as a going concern; to achieve capital growth through a focused portfolio of investments, particularly in companies whose share prices stand at a discount to estimated underlying NAV, through an appropriate balance of equity capital and debt; and to maximise the return to Shareholders while maintaining a capital base to allow the Company to operate effectively and meet obligations as they fall due. The Board, with the assistance of the Investment Manager, regularly monitors and reviews the broad structure of the Company’s capital on an ongoing basis. These reviews include: • • the level of gearing, which takes account of the Company’s position and the Investment Manager’s views on the market; and the extent to which revenue in excess of that which is required to be distributed should be retained. The Company’s objectives, policies and processes for managing capital are set out in the Strategic Report. The Company is subject to externally imposed capital requirements: • • as a public company, the Company is required to have a minimum share capital of £50,000; and in accordance with the provisions of Sections 832 and 833 of the Companies Act 2006, the Company, as an investment company: – – is only able to make a dividend distribution to the extent that the assets of the Company are equal to at least one and a half times its liabilities after the dividend payment has been made; and is required to make a dividend distribution each year such that it does not retain more than 15% of the income that it derives from shares and securities. The Company has complied with these requirements at all times since commencing trading on 23 October 2018. 14 Related party disclosures and investment management fees Fees paid to the Company’s Directors are disclosed in the Directors’ Remuneration Report on page 37 and in note 3 on page 54. The Company paid management fees to AVI during the year amounting to £1,145,000 (2019: £1,027,000). As at the period end, £106,000 remained outstanding in respect of management fees. As at 31 December 2020, AVI held 675,000 Ordinary Shares (2019: 325,000 Ordinary Shares) of the Company. Finda Oy, a significant Shareholder of the Company, is deemed to be a related party of the Company for the purposes of the Listing Rules by virtue of its holding in the Company’s issued share capital. During the year under review no material transactions took place and as at 31 December 2020 the Company had not been notified of any change to Finda Oy’s holding of 30,000,000 Ordinary Shares reported in the period to 31 December 2019, which represented 25.53% of the Ordinary Shares in issue as at 31 December 2020 (2019: 26.33%). 15 Post Balance Sheet events Since 31 December 2020 the Company has issued 13,940,960 Ordinary Shares at an average price of 114.46p pursuant to a placing as well as utilising its block listing facility as detailed on pages 27 and 28. On 17 February 2021 the Company entered into an amendment and novation deed between the Company, Scotiabank Europe plc and The Bank of Nova Scotia which amended and restated the ¥2,930,000,000 revolving facility agreement between Scotiabank Europe plc and the Company, which was originally entered into on 5 April 2019 and amended on 1 April 2020. Details of the facility can be found in note 10 on page 57. 61 AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Notes to the Financial StatementsFor the year ended 31 December 2020 – continued AIFMD Disclosures The Company’s AIFM is Asset Value Investors Limited. The AIFMD requires certain information to be made available to investors in AIFs before they invest and requires that material changes to this information be disclosed in the annual report of each AIF. Those disclosures that are required to be made pre-investment are included within an AIFMD Investor Disclosure Document. This, together with other necessary disclosures required under AIFMD, can be found on the Company’s website www.ajot.co.uk. All authorised AIFMs are required to comply with the AIFMD Remuneration Code. The AIFM’s remuneration disclosures can be found on the Company’s website www.ajot.co.uk. 62 AVI Japan Opportunity Trust plc Annual Report 2020Glossary Alternative Performance Measure (“APM”) An APM is a numerical measure of the Company’s current, historical or future financial performance, financial position or cash flows, other than a financial measure defined or specified in the applicable financial framework. The definitions below are utilised for the measures of the Company, the investment portfolio and underlying individual investments held by the Company. Certain of the metrics are to look through to the investments held, excluding certain non-core activities, so the performance of the actual core of the investment may be evaluated. Where a company in the investment portfolio holds a number of listed investments these are excluded in order to determine the actual core value metrics. Comparator Benchmark The Company’s Comparator Benchmark is the MSCI Japan Small Cap Total Return Index, expressed in Sterling terms. The benchmark is an index which measures the performance of the Japan Small Cap equity market. The weighting of index constituents is based on their market capitalisation. Dividends paid by index constituents are assumed to be reinvested in the relevant securities at the prevailing market price. The Investment Manager’s investment decisions are not influenced by whether a particular company’s shares are, or are not, included in the benchmark. The benchmark is used only as a yard stick to compare investment performance. Cost The book cost of each investment is the total acquisition value, including transaction costs, less the value of any disposals or capitalised distributions allocated on a weighted average cost basis. Discount/Premium If the share price is lower than the NAV per share it is said to be trading at a discount. The size of the discount is calculated by subtracting the share price from the NAV per share and is usually expressed as a percentage of the NAV per share. If the share price is higher than the NAV per share, this situation is called a premium. The discount and performance are calculated in accordance with guidelines issued by The AIC. The discount is calculated using the net asset values per share inclusive of accrued income with debt at market value. Earnings Before Interest and Taxes (“EBIT”) EBIT is equivalent to profit before finance costs and tax set out in the statement of comprehensive income. Enterprise Value (“EV”) Enterprise Value reflects the economic value of the business by taking the market capitalisation less cash, investment securities and the value of treasury shares plus debt and net pension liabilities. Enterprise Value (“EV”)/Earnings Before Interest and Taxes (“EBIT”) A multiple based valuation metric that takes account of the excess capital on a company’s balance sheet. For example, if a company held 80% of its market capitalisation in NFV (defined under Net Financial Value / Market Capitalisation), had a market capitalisation of 100 and EBIT of 10, the EV/EBIT would be 2x, (100-80)/10. Enterprise Value (“EV”) Free Cash Flow Yield (“EV FCF Yield”) A similar calculation to free cash flow yield except the free cash flow excludes interest and dividend income and is divided by enterprise value. This gives a representation for how overcapitalised and undervalued a company is. If a company were to pay out of all of its NFV (defined under Net Financial Value/Market Capitalisation) and the share price remained the same, the EV FCF Yield would become the FCF yield. For example, take a company with a market capitalisation of 100 that had NFV of 80 and FCF of 8. The FCF yield would be 8%, 8/100, but if the company paid out all of its NFV the FCF yield would become 40%, 8/(100-80). This gives an indication of how cheaply the market values the underlying business once excess capital is stripped out. Free Cash Flow (“FCF”) Yield Free cash flow is the amount of cash profits that a business generates, adjusted for the minimum level of capital expenditure required to maintain the company in a steady state. It measures how much a business could pay out to equity investors without impairing the core business. When free cash flow is divided by the market value, we obtain the free cash flow yield. Gearing Gearing refers to the ratio of the Company’s debt to its equity capital. The Company may borrow money to invest in additional investments for its portfolio. If the Company’s assets grow, the Shareholders’ assets grow proportionately more because the debt remains the same. But if the value of the Company’s assets falls, the situation is reversed. Gearing can therefore enhance performance in rising markets but can adversely impact performance in falling markets. The gearing of 11.9% (31 December 2019: 12.5%) represents borrowings of £15,231,000 (31 December 2019: £15,965,000) expressed as a percentage of Shareholders’ funds of £127,950,000 (31 December 2019: £127,610,000). The gearing of -6.8% (31 December 2019: 1.6%) represents borrowings net of cash of (£8,666,000) (31 December 2019: £2,079,000) expressed as a percentage of Shareholders’ funds of £127,950,000 (31 December 2019: £127,610,000). Net Asset Value (“NAV”) The NAV is Shareholders’ funds expressed as an amount per individual share. Shareholders’ funds are the total value of all of the Company’s assets, at their current market value, having deducted all liabilities and prior charges at their par value, or at their asset value as appropriate. The total NAV per share is calculated by dividing the NAV by the number of Ordinary Shares in issue. Net Cash/Market Capitalisation Net cash consists of cash and the value of treasury shares less debt and net pension liabilities. It is a measure of the excess cash on a company’s balance sheet and, by implication, how much value the market attributes to the core operating business. For example, the implied valuation of the core operating business of a company trading with a net cash/market capitalisation of 100% is zero. 63 AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Glossary continued Net Financial Value (“NFV”)/Market Capitalisation Net Financial Value consists of cash, investment securities (less capital gains tax) and the value of treasury shares less debt and net pension liabilities. A measure of the excess cash on a company’s balance sheet and, by implication, how much value the market attributes to the core operating business. For example, the implied valuation of the core operating business of a company trading with a NFV/market capitalisation of 100% is zero. Ongoing Charges Ratio As recommended by The AIC in its guidance, ongoing charges are the Company’s annualised expenses of £1,856,000 (31 December 2019: £1,509,000) (excluding finance costs and certain non-recurring items) expressed as a percentage of the average monthly net assets of £119,025,000 (31 December 2019: £92,170,000) of the Company during the year. Portfolio Discount A proprietary estimate of how far below fair value a given company is trading. For example, if a company with a market capitalisation of 100 had 80 NFV and a calculated fair value of the operating business of 90, we would attribute it a discount of -41%, 100/(90+80) -1. This indicates the amount of potential upside. The company trading on a -41% discount has a potential upside of +69%, 1/(1-0.41). Portfolio Yield The weighted-average dividend yield of each underlying company in AJOT’s portfolio. Return on Equity (“ROE”) A measure of performance calculated by dividing net income by Shareholder equity. ROE ex Non-Core Financial Assets Non-core financial assets consists of cash and investment securities (less capital gains tax) less debt and net pension liabilities. The ROE is calculated as if non-core financial assets were paid out to Shareholders. Companies with high balance sheet allocations to non-core, low yielding financial assets have depressed ROEs. The exclusion of non-core financial assets gives a fairer representation of the true ROE of the underlying business. Total Return – NAV and Share Price Returns The combined effect of any dividends paid, together with the rise or fall in the share price or NAV. Total return statistics enable the investor to make performance comparisons between investment trusts with different dividend policies. Any dividends received by a Shareholder are assumed to have been reinvested in either additional shares in the Company or in the assets of the Company at the prevailing NAV, in either case at the time that the shares begin to trade ex-dividend. 64 AVI Japan Opportunity Trust plc Annual Report 2020Investing in the Company The Company’s Ordinary Shares are listed on the London Stock Exchange and can be bought directly on the London Stock Exchange or through the platforms listed on www.ajot.co.uk/how-to-invest/ platforms/. Share Prices The share price is published daily in The Financial Times, as well as on the Company’s website: www.ajot.co.uk Dividends Shareholders who wish to have dividends paid directly into a bank account rather than by cheque to their registered address can complete a mandate form for the purpose. Mandate forms may be obtained from Link Group, using the contact details given below or via www.signalshares.com. The Company operates the BACS system for the payment of dividends. Where dividends are paid directly into Shareholders’ bank accounts, dividend tax vouchers are sent to Shareholders’ registered addresses. Registrar Customer Support Centre Link Group Customer Support Centre is available to answer any queries you have in relation to your shareholding: – – – By phone: from the UK, call 0371 664 0300, from overseas call +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); By email: shareholderenquiries@linkgroup.co.uk; By post: Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Change of Address Communications with Shareholders are mailed to the last address held on the share register. Any change or amendment should be notified to Link Group using the contact details given above, under the signature of the registered holder. Daily NAV The daily NAV of the Company’s shares can be obtained from the London Stock Exchange or via the website: www.ajot.co.uk 65 AVI Japan Opportunity Trust plc Annual Report 2020Strategic Report Governance Financial Statements Shareholder Information Investment Manager and AIFM Asset Value Investors Limited 25 Bury Street London SW1Y 6AL Registered office Beaufort House 51 New North Road Exeter Devon EX4 4EP Registrar and Transfer Office Link Group 10th Floor Central Square 29 Wellington Street Leeds LS1 4DL Registrar’s Shareholder Helpline Tel. 0371 664 0300 From overseas call: +44 (0) 371 664 0300 Calls are charged at the standard geographic rate and will vary by provider. Calls from 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. Secretary Link Company Matters Limited Beaufort House 51 New North Road Exeter Devon EX4 4EP Solicitors Stephenson Harwood LLP 1 Finsbury Circus London EC2M 7SH Company Information Directors Norman Crighton (Chairman) Ekaterina (Katya) Thomson Yoshi Nishio Margaret Stephens Administrator Link Alternative Fund Administrators Limited Beaufort House 51 New North Road Exeter EX4 4EP Auditor BDO LLP 55 Baker Street London W1U 7EU Corporate Broker N+1 Singer 1 Bartholomew Lane London EC2N 2AX Custodian J.P. Morgan Chase Bank National Association London Branch 25 Bank Street Canary Wharf London E14 5JP Depositary J.P. Morgan Europe Limited 25 Bank Street Canary Wharf London E14 5JP 66 AVI Japan Opportunity Trust plc Annual Report 2020AVI Japan Opportunity Trust plc (“AJOT” or “the Company”) invests in a focussed portfolio of quality small and mid-cap listed companies in Japan that have a large portion of their market capitalisation in cash or realisable assets. Portfolio Statistics as at 31 December 2020 NAV* -1.4% (2019: 14.3%) Share Price* -1.1% (2019: 14.3%) Net cash/Market Cap Net Financial Value/Market Cap 46.1% (2019: 45.1%) 82.1% (2019: 81.0%) Portfolio Discount ROE ex non-core financial assets -41.9% (2019: -36.1%) 21.3% (2019 :18.0%) Benchmark† 3.2% (2019: 7.9%) EV/FCF Yield 18.1% (2019: 14.3%) Portfolio Yield 2.1% (2019: 2.0%) FCF Yield 5.3% (2019: 5.8%) EV/EBIT 4.3x (2019: 3.8) ROE 7.9% (2019: 7.5%) For more information visit: www.ajot.co.uk @AVIJapan avi-japan-opportunity-trust Designed and printed by Perivan 260133 Strategic Report Financial Highlights Investment Manager’s Report 1 2 Overview 3 Chairman’s Statement 6 13 Top 10 Investments 14 Portfolio Construction 15 16 Business Model 23 Principal Risks and Uncertainties 25 Environmental, Social and Governance Policy Investment Portfolio Governance 26 Directors 27 Directors’ Report 30 Corporate Governance Statement 36 Directors’ Remuneration Report 39 Statement of Directors’ Responsibilities in Relation to the Annual Report and Financial Statements 40 Report from the Audit Committee 42 Independent Auditor’s Report to the Members Financial Statements 47 Statement of Comprehensive Income 48 Statement of Changes in Equity 49 Balance Sheet 50 Statement of Cash Flows 51 Notes to the Financial Statements Shareholder Information 62 AIFMD Disclosures 63 Glossary 65 66 Company Information Investing in the Company * For all Alternative Performance Measures, please refer to the definitions in the Glossary on pages 63 and 64. † MSCI Japan Small Cap Total Return Index (£ adjusted total return). A V I J a p a n O p p o r t u n i t y T r u s t p l c / A n n u a l R e p o r t 2 0 2 0 Finding Compelling Opportunities in Japan Annual Report 2020 www.ajot.co.uk 

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