2017 Majedie Investments PLC Annual Report 30 September 2017 Contents Overview 1 to 3 1 1 2 3 Investment Objective Highlights for 2017 Year’s Summary Ten Year Record Strategic Report 4 to 16 4 6 10 11 Chairman’s Statement Chief Executive’s Report Fund Analysis Twenty Largest MAM UK Equity Segregated Portfolio Holdings Business Review 12 Governance 17 to 42 17 18 25 30 34 41 42 Board of Directors Directors’ Report Corporate Governance Statement Report of the Audit Committee Report on Directors’ Remuneration Statement of Directors’ Responsibilities Report of the Depositary Financial Statements 43 to 88 43 52 53 54 54 55 55 56 56 57 Report of the Independent Auditor Consolidated Statement of Comprehensive Income Company Statement of Comprehensive Income Consolidated Statement of Changes in Equity Company Statement of Changes in Equity Consolidated Balance Sheet Company Balance Sheet Consolidated Cash Flow Statement Company Cash Flow Statement Notes to the Accounts Information 89 to 100 89 97 99 Loose Notice of Meeting Majedie Savings Plans Shareholder Information Form of Proxy Cautionary statement regarding forward-looking statements This Annual Report has been prepared for the members of Majedie Investments PLC (the Company) and no one else. The Company, its Directors or agents do not accept or assume responsibility to any other person in connection with this document and any such responsibility or liability is expressly disclaimed. This Annual Report contains certain forward-looking statements with respect to the principal risks and uncertainties facing the Company. By their nature, these statements and forecasts involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. The forward looking statements reflect the knowledge and information available at the date of preparation of this Annual Report and will not be updated during the year. Nothing in this Annual Report should be construed as a profit forecast. Investment Objective The Company’s investment objective is to maximise total shareholder return whilst increasing dividends by more than the rate of inflation over the long term. Highlights 2017 2016 Total shareholder return (including dividends): 13.0% 3.0% Net asset value total return (debt at fair value including dividends): 12.6% 16.3% Net asset value total return (debt at par including dividends): 10.4% 16.0% Total dividends (per share): 9.75p 8.75p Directors’ valuation of investment in Majedie Asset Management Limited: £61.5m £57.1m REPORT & ACCOUNTS 2017 1 Year’s Summary Group Capital Structure As at 30 September Total assets Which are attributable to: Debenture holders (debt at par value) Equity Shareholders Gearing Potential Gearing Group total returns (capital growth plus dividends) Net asset value per share (debt at par value) Net asset value per share (debt at fair value) Share price Group capital returns Net asset value per share (debt at par value) Net asset value per share (debt at fair value) Share price Discount of share price to net asset value per share Debt at par value Debt at fair value Group revenue and dividends Net revenue available to Equity Shareholders Net revenue return per share Total dividends per share Total administrative expenses Ongoing Charges Ratio: Group and Company Notes: Note 2017 2016 1 2 4 4 5 3 3 3 6 £216.5m £203.9m £34.0m £182.5m 17.1% 18.6% +10.4% +12.6% +13.0% 341.6p 327.8p 281.5p 17.6% 14.1% £6.0m 11.1p 9.75p £1.8m 1.5% £33.9m £170.0m 18.5% 20.0% +16.0% +16.3% +3.0% 318.1p 299.8p 257.1p 19.2% 14.2% £4.9m* 9.3p* 8.75p £1.9m* 1.6% % +6.2 +7.4 +7.4 +9.3 +9.5 +19.4 +11.4 Definitions used in the Annual Report are as follows: 1. Total Assets: Total assets are defined as total assets less current liabilities. 2. Debt at par or fair value: Par value is the nominal or face value attached to the debentures which will be paid by the Company to the debenture holders at maturity. Fair value is the estimated market value the Company would pay (on the relevant reporting date), as a willing buyer, to a debenture holder, as a willing seller, in an arms-length transaction. 3. Net Asset Value: The Net Asset Value (NAV) is the value of all of the Company’s assets less all liabilities. The NAV is usually expressed as an amount per share. 4. Gearing and Potential Gearing: Gearing represents the amount of borrowing that a company has and is calculated using the Association of Investment Companies (AIC) guidance. It is usually expressed as a percentage of equity shareholders’ funds and a positive percentage or ratio above one shows the extent of the level of borrowings. Gearing is calculated as borrowings less net current assets to arrive at a net borrowings figure. Potential Gearing excludes cash from the calculation. Details of the calculation for the Company are in note 25 on page 86. 5. Total Return: Total returns include any dividends paid as well as capital returns as a result of an increase or decrease in a company’s share price or NAV. 6. Ongoing Charges Ratio (OCR): Ongoing charges are a measure of the normal ongoing costs of running a company. Further information is shown in the Business Review section of the Strategic Report on page 15. * Includes both continuing and discontinued operations. Year’s high/low Share price Net asset value – debt at par Discount – debt at par Discount/(Premium) – debt at fair value high low high low high low high low 2017 310.0p 249.9p 344.0p 308.6p 21.4% 7.1% 17.2% 2.5% 2016 272.3p 240.0p 318.1p 260.1p 19.2% 2.6% 14.3% (3.4%) 2 MAJEDIE INVESTMENTS PLC Ten Year Record to 30 September 2017 Equity share- holders’ Funds £000 NAV Per Share (Debt at par value) Pence Total Assets £000 Share Price Pence Discount % Earningsˆ Pence Ordinary Dividend** Pence Total Dividend** Pence 187,209 153,465 296.5 250.0 15.68 12.45 157,943 124,181 238.7 189.8 20.51 8.14 150,940 117,159 225.2 191.5 15.00 11.83 145,683 111,634 214.5 139.5 34.96 146,057 112,234 215.6 155.8 27.74 159,013 125,166 240.5 160.0 33.47 167,934 134,061 256.7 229.0 10.79 183,708 149,807 281.9 257.3 8.74 203,917 169,986 318.1 257.1 19.18 4.66 4.90 6.80 9.36 9.42 9.25 216,507 182,544 341.6 281.5 17.59 11.14 10.50 10.50 10.50 10.50 10.50 10.50 7.50 8.00 8.75 9.75 12.75 10.50 13.00 10.50 10.50 10.50 7.50 8.00 8.75 9.75 Year End 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Notes: Potential Gearing† % Company Ongoing Charges# % Gearing† % 16.69 17.22 24.11 21.99 27.19 28.83 (1.72) 30.28 9.24 21.47 23.39 21.25 18.46 17.09 30.14 27.04 25.27 22.63 19.96 18.61 1.30 1.71 1.85 1.92 1.83 1.73 1.66 1.88 1.58 1.54 † Calculated in accordance with AIC guidance. ˆ Includes both continuing and discontinued operations. # As from May 2012, Ongoing Charges replace previous cost ratios. ** Dividends disclosed represent dividends that relate to the Company’s financial year. Under International Financial Reporting Standards (IFRS) dividends are not accrued until paid or approved. Total dividends include special dividends paid, if any. REPORT & ACCOUNTS 2017 3 Strategic Report Chairman’s Statement In the year ended 30 September 2017 the NAV (net asset value with debt at par) rose by 10.4% on a total return basis whilst the share price rose by 13.0%, also on a total return basis. The Board is recommending a total dividend for the year of 9.75p, an increase of 11.4%. The FTSE All Share Index and MSCI World Index (in sterling terms) rose by 11.9% and 14.9% respectively, on a total return basis. The Company’s shares have continued to trade at a discount to NAV (debt at fair value) and the Board continues to monitor opportunities to reduce the discount. Against a backdrop of political instability in the UK following the inconclusive General Election in June and the tortuous Brexit negotiations Stock Markets have reached all-time highs. The Board decided on 6 November 2017 to redeem its 2020 9.5% Debenture to reduce the Company’s gearing. Results and Dividends The Company had a capital return for the year of £11.6m compared to £18.7m in 2016. Total income for the Company was £7.5m compared to £6.5m in 2016. The increase in income reflects higher dividends from Majedie Asset Management (MAM) and the MAM UK Equity Segregated Portfolio. Total administrative expenses and management fees have fallen from £1.9m to £1.8m which reflects lower administrative expenses of £0.2m owing to a further reduction in property costs and the fund administration function being insourced offset in part by higher fund management fees which increased by £0.1m due to higher assets under management. The self-managed nature of the Company and its size mean costs are somewhat higher than average, though the Fund costs paid to MAM, as fund manager and included in the ongoing charges ratio (OCR), are more than offset by the dividend received from MAM. Costs remain a key area of focus for the Board. The net revenue return after taxation for the year to September 2017 was £6.0m compared to £4.9m in the year to 30 September 2016. The Board increased the interim dividend by 16.7% to 3.5p partially to rebalance the split between the interim and final dividend. The Board is recommending a final dividend of 6.25p which is an increase of 11.4% for the full year. This follows an increase of 9.4% in the year to 30 September 2016. The final dividend will be payable on 24 January 2018 to shareholders on the register on 12 January 2018. The Board retains its policy to increase dividends above the rate of inflation over the long term and since rebasing the dividend in 2014 has increased the dividend by 30.0%. The dividend is fully covered by current year earnings and the Company retains sizable revenue reserves. MiFID II and PRIIPs New European regulation through the Packaged Retail and Insurance based Investment Regulation (PRIIPs) and MIFID II come into force on 1 January and 3 January 2018 respectively. The Company, as an Investment Company is not subject to MiFID II as under the Alternative Fund Managers Directive (AIFMD) it is regulated by the Financial Conduct Authority (FCA) as an Alternative Investment Fund (AIF). However, the Company’s securities are distributed by parties who are subject to MiFID II rules and so the Company will be required to provide certain additional disclosures. PRIIPs requires the Company to publish a Key Investor Document (KID) which will be on the website. The KID requires the disclosed costs of the Company to include costs of investing such as Stamp Duty, transaction costs and Debenture interest. The cost calculation set out in the KID will therefore be different from the OCR which the Company will continue to publish for comparison. 4 MAJEDIE INVESTMENTS PLC Share Issuance The Company retains its ambition to narrow the discount to NAV and eventually grow the Company through further share issuance. The benefits to shareholders of growing the Company would be to reduce the ratio of ongoing charges and increase the liquidity of the shares and to this end the Company has permission to issue up to 10% of its equity at a premium to the prevailing NAV (debt at fair value). It is intended to renew this permission at the AGM. Gearing The redemption of the 2020 9.5% Debenture reduces the Company’s gearing to approximately 11% which is more in line with the peer group. The Debenture was issued in 1994 when the interest rate environment was very different. Historically, early redemption was punitive from a cost perspective. It is therefore pleasing to be able to retire expensive debt at only a 0.6% dilution of NAV (debt at fair value) and at a time when stock markets are close to all-time highs. In the future the lower interest payable, lower management fees and lower investment income will improve the net revenue return after taxation by £0.2m per annum. The Company realised assets sufficient to repay the Debenture immediately prior to issuing the notice of redemption. Asset Allocation The asset allocation of the Company provides exposure to funds that are managed by a highly regarded boutique manager in which the Company retains a significant stake of 16.8%. This produces some key points of differentiation which sets the Company apart from many of its peers in the Global Growth Sector. First, the value of the holding in MAM is derived from a long agreed formula that is calculated twice a year. Over the long term this provides a good comparator, but in the short term can produce distortions such as appearing to lag the performance of competitors. Secondly the Company’s holding in the MAM Tortoise Fund, an absolute return fund, is designed, in part, to reduce the downside volatility of returns to shareholders. In times of rapidly rising markets this holding can therefore depress relative returns which will, all else being equal, be recouped in less buoyant market conditions. Thirdly, the long only funds performed well with the MAM UK Equity Segregated Portfolio, the MAM UK Income Fund, the MAM Global Equity Fund and the MAM Global Focus Fund, which together make up 51.2% of gross assets, all ahead of their respective benchmarks, although the MAM US Equity Fund, which makes up 3.8% of gross assets, was marginally behind. Finally, the Company’s geographic allocation superficially appears more UK centric (see page 10) than others in the sector. However on a look through basis the FTSE All Share Index derives up to 70% of its earnings from overseas. Thus shareholders are more exposed to global equity earnings than the simple domicile of quoted companies would suggest. The Board views the Company’s key differentiators as positive for shareholders over the medium term, but recognises returns may be less correlated to Stock Market performance as a result. Political risk in the UK and US seems to be at high levels and markets have enjoyed an eight year rally since the depths of 2009. The world economy has performed well, but further progress may be more difficult as the interest rate cycle turns and Quantitative Easing is curtailed. I am confident that against such a background the broad spread of the Company’s holdings and lower gearing will provide resilience. AGM The AGM will be held on 17 January 2018 at 12.00 noon at the City of London Club, 19 Old Broad Street, London EC2N 1DS. Details are set out in the notice of meeting on page 89. There will be presentations from MAM and the Board and an opportunity to ask questions. I hope you will be able to attend. Andrew J Adcock Chairman 4 December 2017 REPORT & ACCOUNTS 2017 5 Strategic Report Chief Executive’s Report The Company’s assets are allocated at the discretion of the Board between a number of investment strategies managed by MAM and the Company retains an equity holding in MAM of 16.8%. The Company has no overall benchmark; rather each fund has its own benchmark. The Company’s total assets were £216.5m at 30 September 2017. In the year, the main change in asset allocation was a reduction in the MAM UK Segregated Portfolio of £5.25m and the MAM UK Income Fund of £3.75m and an increased allocation to the MAM Tortoise Fund of £5.0m. There were no sales of MAM shares during the year. MAM Funds and Investment Performance The MAM UK Equity Fund is the flagship product of MAM, having started in March 2003, and since inception to 30 September 2017 has returned 12.9% per annum net of fees with a relative outperformance against its benchmark FTSE All Share Index of 3.4% per annum. The Company’s assets are invested in a segregated portfolio that is managed pari passu to the MAM UK Equity Fund. The funds are predominantly invested in UK equities with overseas equities limited to 20% and the strategy incorporates a dedicated allocation to UK smaller companies. The sum invested in the MAM UK Equity Segregated Portfolio at 30 September 2017 was £64.2m which represents 29.7% of the Company’s total assets. In the year to 30 September 2017 the MAM UK Equity Segregated Portfolio returned 12.9% net of fees which is an outperformance of 1.0% against its benchmark. The positive contributors at a sector level over twelve months were overweight positions in Banks, Support Services and the MAM UK Smaller Companies Fund and underweight positions in Tobacco, whilst the negative contributors were overweight positions in Telecoms, Food Retailers and General Retailers. The MAM Tortoise Fund is a global equity absolute return product which started in August 2007. Its objective is to achieve positive absolute returns in all market conditions, through investment primarily in long and synthetic short positions in equities over rolling three year periods, with less volatility than a conventional long only equity fund. Since inception the Fund has returned 8.1% per annum net of fees. At 30 September 2017, the Company has an allocation of £35.5m, which represents 16.4% of total assets. The Fund returned -4.4% net of fees in the year to 30 September 2017. The positive contributors were long positions in Banks and Diversified Telecoms and short positions in Food Producers whilst the detractors were short positions in Aerospace and Defence, Healthcare Providers and Luxury Goods. Overall the Fund was positioned too defensively and was at times during the year net short of a strong equity market. The MAM UK Income Fund started in December 2011. Its objective is to maintain an attractive yield whilst outperforming the FTSE All Share Index over the longer term, with up to 20% of the Fund invested in overseas equities. The historic yield is 4.9%. Since inception the Fund has returned 15.1% per annum net of fees, which is an outperformance of 4.4% per annum against its benchmark. At 30 September 2017 the Company has an allocation of £17.1m, which represents 7.9% of the Company’s total assets. In the year to 30 September 2017 the Fund returned 12.0% net of fees, which represents an outperformance against its benchmark of 0.1%. The positive contributors were overweight positions in Financial Services, Life Insurers and Travel and Leisure whilst the detractors were overweight positions in Oil and underweight positions in Mining and Banks. The MAM Global Equity and Global Focus Funds were launched in June 2014. Their objectives are to provide a total return in excess of the MSCI All Country World Index over the long term through investment in a diversified portfolio (Global Equity Fund) or concentrated portfolio (Global Focus Fund) of global equities including emerging markets. Since inception the funds have returned 14.7% and 14.1% per annum net of fees for the sterling share classes which represents an outperformance of 0.5% per annum for the MAM Global Equity Fund and an underperformance of 0.1% per annum for the MAM Global Focus Fund against their benchmark the MSCI All Country World Index. At 30 September 2017 the Company has allocations of £21.8m and £7.7m respectively to the MAM Global Equity Fund and MAM Global Focus Fund, representing 10.1% and 3.5% of total assets. In the year to 30 September 2017 the funds returned 16.4% and 16.0% net of fees respectively, which represents outperformance of 1.5% and 1.1%. The positive contributors at the sector level were overweight positions in Software and Consumer Services and underweight positions in Pharmaceuticals whilst the detractors were overweight positions in Internet Marketing and Mining and an underweight position in Banks. 6 MAJEDIE INVESTMENTS PLC MAM’s assets under management increased to £14.6bn from £12.3bn during the year, which reflects stock market increases and net fund inflows during the year. The main contributor to fund inflows was the Tortoise Fund which had a capacity window that was subsequently closed. It is pleasing that the long only funds broadly outperformed their respective indices. The Global funds, having passed their important three year milestones have received broad endorsement from a number of investment consultants. The Tortoise Fund had a more difficult year as it was positioned too defensively. Post Balance Sheet Date Events Since the year end, the Company announced on 6 November 2017 that it will redeem the 9.5% 2020 Debenture on 6 December 2017. The NAV will be diluted by 0.6% (debt at Fair Value) and gearing will be reduced to approximately 11%. As stock markets have attained all-time highs it seems sensible and prudent to reduce the expensive gearing that the Company has borne for 22 years. The funds to repay the debenture holders have been raised pro rata across the long only funds and with a slightly higher proportion from the Tortoise Fund which has historically been a counterweight to the Company’s gearing. The Funds are currently positioned more defensively as markets have reached new heights and as the economic outlook seems to be changing with questions as to how markets react to a change in the interest rate cycle, the end of Quantitative Easing and pinch points being reached in labour markets in the US, UK, Germany and Japan. The MAM US Equity Fund was launched in June 2014 and since its inception has returned 16.6% per annum net of fees for the sterling share class. This represents an underperformance of 1.3% per annum against its benchmark S&P 500 Index. At 30 September 2017 the Company had an allocation of £8.3m, which represents 3.8% of total assets, and in the year the Fund returned 12.6% net of fees which represents an underperformance of 1.5%. The positive contributors at the sector level were overweight positions in Software, Consumer Services and IT Services whilst the detractors were overweight positions in Mining, Food Retail and Professional Services. The aggregate geographic and sector exposures and performance of the MAM UK Equity Segregated Portfolio, MAM UK Income Fund, MAM Global Equity Fund, MAM Global Focus Fund and MAM US Equity Fund are shown on page 10. The exposures are determined by the domicile of the stock exchange on which the underlying equity is listed and do not attempt to determine the domicile of the earnings. The factsheets for the funds in which the Company is invested are available on the Company’s website and show the largest overweight and underweight positions for each fund as well as other relevant information. Majedie Asset Management The Company retains its holding of 16.8% of MAM having not sold any shares in MAM in the year to 30 September 2017. The Company has no current intention to sell any shares in MAM, other than the obligation, if required, to sell shares in proportion to other founder shareholders to the MAM Employee Benefit Trust, up to a maximum of 1.0% each year. The Board has increased the value of the holding in MAM to £61.5m. The valuation is formulaic and reflects three year historic average earnings and cash held on the balance sheet. The Board believes it reflects fair value. The holding represents 28.4% of the Company’s total assets at 30 September 2017. The Company also received dividends of £4.2m from its holding in MAM during the year. REPORT & ACCOUNTS 2017 7 Strategic Report Chief Executive’s Report Development of Net Asset Value The chart below outlines the change in the Company’s Net Asset Value (debt at par) over the year ended 30 September 2017. In aggregate, the NAV has increased by £12.5m, comprised of investment gains of £22.0m being offset by expenses and interest of £4.6m and dividends paid to shareholders of £4.9m. +£5.1m (£1.8m) (£2.8m) (£4.9m) +£8.6m £182.5m +£8.3m £170.0m NAV 30.09.16 MAM UK Equity Segregated Portfolio MAM MAM Funds Admin Costs and Other Finance Costs Dividend Paid NAV 30.09.17 Allocation of Total Assets as at 30 September 2017 MAM UK Equity Segregated Portfolio MAM UK Income Fund MAM Global Equity Fund MAM Global Focus Fund MAM US Equity Fund MAM Tortoise Fund MAM Net Cash/realisation fund* * Net Cash and realisation fund does not include cash held in the MAM UK Equity Segregated Portfolio or MAM funds. Value £000 64,237 17,119 21,812 7,677 8,251 35,485 61,549 377 % of Total Assets 29.7 7.9 10.1 3.5 3.8 16.4 28.4 0.2 216,507 100.0 8 MAJEDIE INVESTMENTS PLC Strategic Report Chief Executive’s Report MAM Fund Performance MAM UK Equity Segregated Portfolio MAM UK Income Fund MAM Global Equity Fund MAM Global Focus Fund MAM US Equity Fund MAM Tortoise Fund 12 months to 30 September 2017 % Fund return % Benchmark return % Relative performance Since MI invested % Fund return % benchmark return % Relative Performance 12.9 12.0 16.4 16.0 12.6 (4.4) 11.9 11.9 14.9 14.9 14.1 – 1.0 0.1 1.5 1.1 (1.5) – 26.5 33.3 56.3 53.7 65.0 3.1 26.9 31.3 54.1 54.1 71.1 – (0.4) 2.0 2.2 (0.4) (6.1) – Notes: All Fund returns are quoted in Sterling, net of fees. The initial investment in the MAM UK Equity Segregated Portfolio was made on 22 January 2014. The initial investment in the MAM UK Income Fund was made on 29 January 2014. The initial investments in the MAM Global Equity Fund, MAM Global Focus Fund and MAM US Equity Fund were made on 30 June 2014 and 26 June 2014 respectively, at the inception of each fund. The Company is invested in the Sterling share classes. The initial investment in the MAM Tortoise Fund was made on 29 January 2014. William Barlow CEO 4 December 2017 REPORT & ACCOUNTS 2017 9 Strategic Report Fund Analysis at 30 September 2017 Geographic and Sector Analysis at 30 September 2017 United Kingdom North America Europe Emerging Markets Asia Pacific Cash Basic Materials Consumer Goods Consumer Services Financials Healthcare Industrials Oil & Gas Technology Telecommunications Utilities Cash Notes: 5.5 1.0 12.9 13.2 2.1 6.7 12.9 1.4 3.3 3.0 2.6 2.4 2.1 3.2 2.5 0.7 1.0 4.6 0.0 0.7 62.0 19.8 0.0 0.3 0.9 0.1 0.8 1.2 0.0 0.0 3.9 0.0 7.2 0.4 0.5 1.4 0.8 0.0 0.2 0.0 1.9 0.0 0.0 5.3 0.3 0.4 0.7 0.1 0.0 0.0 0.0 0.0 0.9 0.0 2.4 3.3 3.3 Total 8.8 4.6 18.0 17.4 5.4 8.8 13.9 7.9 8.1 3.7 3.3 100.0 The assets analysed above are the aggregate exposure of the MAM UK Equity Segregated Portfolio, MAM UK Income Fund, MAM Global Equity Fund, MAM Global Focus Fund and MAM US Equity Fund. The aggregate represents a total of 55.0% of the Company's total assets. Exposures are classified on the stock exchange on which the underlying equity is listed and the relevant FTSE sector classification 10 MAJEDIE INVESTMENTS PLC Strategic Report Twenty Largest MAM UK Equity Segregated Portfolio Holdings at 30 September 2017 Company MAM UK Smaller Companies Fund Royal Dutch Shell PLC BP PLC HSBC Holdings PLC Tesco PLC WM Morrison Supermarkets PLC Vodafone Group PLC Centrica PLC GlaxoSmithKline PLC Orange SA Marks & Spencer PLC BT Holdings PLC Barclays PLC Anglo American PLC Royal Bank of Scotland PLC Electrocomponents PLC Rentokil Initial PLC Barrick Gold Corporation Standard Chartered PLC KAZ Minerals PLC Sub-total Other (including cash) Total Fair Value £000 % of UK Equity Segregated Portfolio 5,779 4,351 4,025 3,225 2,563 1,984 1,956 1,883 1,730 1,561 1,553 1,514 1,328 1,281 1,253 1,210 1,014 970 950 934 9.0 6.8 6.3 5.0 4.0 3.1 3.0 2.9 2.7 2.4 2.4 2.4 2.1 2.0 2.0 1.9 1.6 1.5 1.5 1.5 41,064 63.9 23,173 64,237 36.1 100.0 REPORT & ACCOUNTS 2017 11 Strategic Report Business Review Introduction and Strategy Majedie Investments PLC (the Company) is an investment trust company and an Alternative Investment Fund (AIF), with an investment objective to maximise total shareholder return, whilst increasing dividends by more than the rate of inflation over the long term. In seeking to achieve this objective, the Board has determined an investment policy and related guidelines or limits. The investment objective and policy (as detailed on pages 12 to 14) were both last approved by shareholders at a General Meeting of the Company on 27 February 2014. The Company is subject to the Alternative Investment Fund Managers Directive (AIFMD). The AIFMD regulates the Alternative Investment Fund Managers (AIFMs) of AIFs. The Company’s status under the AIFMD is that it is a self-managed AIF (meaning that it is an AIFM as well as an AIF), which requires the Company to be authorised and regulated by the Financial Conduct Authority (FCA). The AIFMD also requires the appointment of a depositary and the Company has appointed Bank of New York Mellon UK (BNYM (UK)) to be its depositary. Further details concerning the Company’s regulatory environment are set out below. The Company’s broker is J.P. Morgan Cazenove, and the Company is a member of the AIC (the trade body for closed-ended investment companies). The purpose of the Strategic Report is to inform the shareholders of the Company and help them assess how the Directors have performed their duty to promote the success of the Company in accordance with section 172 of the Companies Act 2006 by: • analysing development and performance using appropriate Key Performance Indicators (KPIs); • providing a fair and balanced review of the Company’s business; • outlining the principal risks and uncertainties affecting the Company; • describing how the Company manages these risks; • setting out the Company’s environmental, social and ethical policy; • outlining the main trends and factors likely to affect the future development, performance and position of the Company’s business; and • explaining the future business plans of the Company. Business Model The Company has been streamlining its operations in recent times which has now resulted in the removal of all other group entities. At the start of the year, Majedie Portfolio Management Limited (MPM) was in the process of being de-authorised by the FCA and then liquidated, having not traded since June 2016. MPM was de-authorised by the FCA on 1 December 2016, placed into liquidation on 5 January 2017 and was dissolved on 4 October 2017. As such, this Annual Report and Accounts are presented as group accounts for the final time. Further details about MPM can be found in note 14 to the Annual Report on page 75. The business model currently used by the Company delegates certain arrangements to other service providers. These delegations are in accordance with the AIFMD (the details of the material delegations can be found on pages 21 to 23 of the Annual Report, but the Board, as AIFM, and in accordance with the Company’s investment objective and policy, directs and monitors the overall performance, operations and direction of the Company. The Company undertakes all administration operations itself under the Company’s business model. The Company’s Employee, Social, Environmental, Ethical and Human Rights policy is contained in the Directors’ Report on page 20. Investment Objective The Company’s investment objective is to maximise total shareholder return whilst increasing dividends by more than the rate of inflation over the long term. 12 MAJEDIE INVESTMENTS PLC Investment Policy • General The Company invests principally in securities of publicly quoted companies worldwide and in funds managed by its investment manager, though it may invest in unquoted securities up to levels set periodically by the Board, including its investment in MAM. Investments in unquoted securities, other than those managed by its investment manager or made prior to the date of adoption of this investment policy (measured by reference to the Company’s cost of investment), will not exceed 10% of the Company’s gross assets. • Risk Diversification Whilst the Company will at all times invest and manage its assets in a manner that is consistent with spreading investment risk, there will be no rigid industry, sector, region or country restrictions. The overall approach is based on an analysis of global economies sector trends with a focus on companies and sectors judged likely to deliver strong growth over the long term. The number of investments held, together with the geographic and sector diversity of the portfolio, enable the Company to spread its risks with regard to liquidity, market volatility, currency movements and revenue streams. The Company will not invest in any holding that would, at the time of investment, represent more than 15% of the value of its gross assets save that the Company may invest up to 25% of its gross assets in any single fund managed by its Investment Manager where the Board believes that the investment policy of such funds is consistent with the Company’s objective of spreading investment risk. The Company may utilise derivative instruments including index-linked notes, contracts for difference, covered options and other equity-related derivative instruments for efficient portfolio management and investment purposes. Any use of derivatives for investment purposes will be made on the basis of the same principles of risk spreading and diversification that apply to the Company’s direct investments, as described above. Investment restrictions For the avoidance of doubt, as a listed investment company, if and for so long as required by the Listing Rules in relation to closed-ended investment companies, the Company will also continue to comply with the following investment and other restrictions: • • • the Company will at all times, invest and manage its assets in a way which is consistent with its object of spreading investment risk and in accordance with its published investment policy; the Company will not conduct any trading activity which is significant in the context of the Company (or, if applicable, its Group as a whole); and not more than 10% in aggregate of the value of the gross assets of the Company at the time the investment is made will be invested in other closed-ended investment funds which are listed on the Official List (except to the extent that those funds have published investment policies to invest no more than 15% of their gross assets in other investment companies which are listed on the Official List). However, no more than 15% of the gross assets of the Company at the time the investment is made will be invested in other closed-ended investment funds which are listed on the Official List. • Asset Allocation The assets of the Company will be allocated principally between investments in publicly quoted companies worldwide and in investments intended to provide an absolute return (in each case either directly or through other funds or collective investment schemes managed by the Company’s investment manager) and the Company’s investment in MAM itself. REPORT & ACCOUNTS 2017 13 Strategic Report Business Review • Benchmark The Company does not have one overall benchmark, rather each distinct group of assets is viewed independently. Any investments made into funds managed by the Company’s investment manager will be measured against the benchmark or benchmarks, if any, whose constituent investments appear to the Company to correspond most closely to those investments. It is important to note that in all cases investment decisions and portfolio construction are made on an independent basis. The Board however sets various specific portfolio limits for stocks and sectors in order to restrict risk levels from time to time, which remain subject to the investment restrictions set out in this section. • Gearing The Company uses gearing currently via long-term debentures. The Board has the ability to borrow up to 100% of adjusted capital and reserves. The Board also reviews the level of gearing (borrowings less cash) on an ongoing basis and sets a range at its discretion as appropriate. The Company’s current debenture borrowings are limited by covenant to 66 2/3%, and any additional indebtedness is not to exceed 20%, of adjusted capital and reserves. Regulatory and Competitive Environment The Company is an investment trust and has a premium listing on the London Stock Exchange. It is subject to United Kingdom and European legislation and regulations including UK company law, IFRS, Listing, Prospectus and Disclosure Guidance and Transparency Rules, taxation law and the Company’s own Articles of Association. The Directors are charged with ensuring that the Company complies with its objectives as well as these regulations. Under the Companies Act 2006, section 833, the Company is defined as an investment company. As outlined previously the Company is subject to the AIFMD. The AIFMD requires that all AIFs are managed by a regulated AIFM in accordance with the requirements of the Directive. These requirements are in respect of risk management, conflicts of interest, leverage, liquidity management, delegation, the requirement to appoint a depositary, regulatory capital, valuations, disclosure of information to investors or potential investors, remuneration and marketing. The financial statements report on profits, the changes in equity, the balance sheet position and the cash flows in the current and prior financial period. This is in compliance with current IFRS as adopted by the EU, supplemented by the Statement of Recommended Practice for Investment Trust Companies and Venture Capital Trusts (SORP) issued in November 2014 and updated in January 2017. The principal accounting policies of the Company are set out in note 1 to the accounts on pages 57 to 62. Total Return Philosophy & Dividend Policy The Directors believe that investment returns will be maximised if a total return policy is followed whereby the Investment Manager pursues the best opportunities. The policy aim is to increase dividends by more than inflation over the long term. Further details are under the Dividend Growth section on page 15. The Company has a comparatively high level of revenue reserves for the investment trust sector. At £24.6m, the revenue reserves represent over four times the current annual dividend distribution. The strength of these reserves will assist in underpinning the Company’s progressive dividend policy in years when the income from investments is insufficient to completely cover the annual distribution. Performance Management The Board uses the following KPIs to help assess progress against the Company’s objectives. Further comments on these KPIs are contained in the Chairman’s Statement and Chief Executive’s Report sections of the Strategic Report respectively. • NAV and Total Shareholder Return: The Board believes that NAV return is fundamental to delivering value over the long-term and is a key determinant of shareholder return. The Board further believes that, in accordance with the Company’s objective, the total return basis (which includes dividends paid out to shareholders) is the best measure of how to measure long-term shareholder return. The Board, at each meeting, receives reports detailing the Company’s NAV and shareholder total return performance, asset allocation and related analyses. Details of the NAV and share price total return performance for the year are shown in the Year’s Summary on page 2. 14 MAJEDIE INVESTMENTS PLC • Investment Group performance: The Board believes that after asset allocation, the performance of each of the investment groups is the key driver of NAV return and hence shareholder return. The Board receives, at each meeting, detailed reports showing the performance of the investment groups which also includes relevant attribution analysis. The Chief Executive’s Report provides further detail on each investment group’s performance for the year. • Share price premium/discount: As a closed-ended listed investment company, the share price of the Company can and does differ from that of the NAV. This can give rise to either a premium or discount and as such is another component of Total Shareholder Return. During the year the discount has moved within a range ending the year at a slightly lower value to that at the start of the year (with the NAV with debt at par), resulting in the Company’s share price gain outperforming the gain in the Company’s NAV (with debt at par). The Board continually monitors the Company’s premium or discount, and does have the ability to buy back shares if thought appropriate, although it must be noted that this ability is limited by the majority shareholding held by members of the Barlow family. Additionally the Board has approval (and is seeking to renew such approval for another year) to issue new shares, at a premium to the relevant NAV (with debt at fair value), in order to meet any natural market demand. Details of movements in the Company’s share price discount or premium over the year are shown in the Year’s Summary on page 2. • Expenses: The Board is aware of the impact of costs on returns and is conscious of seeking to minimise these (taking into account the Company’s self- managed status). The current industry-wide measure for investment trusts is the OCR, which seeks to quantify the ongoing costs of running the Company. This measures the annual normal ongoing costs of an investment trust, excluding performance fees, one-off expenses and investment dealing costs, as a percentage of average equity shareholders’ funds. Any investments made into pooled funds are included using the Company’s share of estimated ongoing fund running costs. The Chairman’s Statement on page 4 provides further details on the expenses during the year. Details of the OCR for the year are shown in the Year’s Summary on page 2. • Dividend Growth: Dividends paid to shareholders are an important component of Total Shareholder Return and this has been included in the Company’s investment objective. The Board is aware of the importance of this objective to the Company’s shareholders but wishes to be prudent and is of the view that a sustainable and progressive dividend policy, paying dividends out of current year income and not reserves is appropriate. The Board receives detailed management accounts and forecasts which show the actual and forecast financial outturns for the Company and the Group. For the 3 years to 30 September 2017, which is for the period after the rebasing of the dividend in 2014, average dividend growth has been 9.2% per annum, which is well ahead of inflation. Principal Risks The principal risks and the Company’s policies for managing these risks and the policy and practices with regard to financial instruments are summarised below and in note 25 to the accounts. i. Investment Risk: The Company has a range of equity investments, including a substantial investment in an unlisted asset management business, UK and global equities (both on a direct basis (via the MAM UK Equity Segregated Portfolio (UKES)) and via collective investment vehicles (the MAM Funds), and an investment in an absolute return fund, the MAM Tortoise Fund. The major risk for the Company remains investment risk, primarily market risk; however it is recognised that the investment in MAM continues to represent concentration risk for the Company. Additionally the Brexit outcome provides another element to the investment risk faced by the Company. The number of investments held, together with the geographic and sector diversity of the portfolio, enables the Company to spread its risks with regard to liquidity, market volatility, currency movements and revenue streams (including Brexit). REPORT & ACCOUNTS 2017 15 Strategic Report Business Review Under the terms of the Investment Agreement, the Investment Manager manages the majority of the Company’s investment assets. The portfolios of MAM UK Equity Segregated Portfolio and the MAM Funds are actively managed by MAM against benchmarks and each have specific limits for individual stocks and market sectors that are monitored in real time. It should be noted that MAM UK Equity Segregated Portfolio and the MAM Funds’ returns will differ from the benchmark returns. The MAM Tortoise Fund is an absolute return fund whose returns are not correlated to equity markets. The investment risks are moderated by strict control of position sizing, low use of leverage and investing in liquid stocks. Also the level of risk at a net asset value level increases with gearing. In certain circumstances cash balances may be raised to reduce the effective level of gearing. This would result in a lower level of risk in absolute terms. Other risks faced by the Company include the following: ii. Strategy Risk: An inappropriate investment strategy could result in poor returns for shareholders and the introduction or widening of the discount of the share price to the NAV per share. It is important to note that the investments in the MAM funds do provide the Company with exposure to a range of strategies. The Board regularly reviews strategy in relation to a range of issues including investment policy and objective, the allocation of assets between investment groups, the level and effect of gearing and currency or geographic exposure; iii. Business Risk: Inappropriate management or controls in the Company or at MAM could result in financial loss, reputational risk and regulatory censure. The Board has representation on the MAM governing board to monitor business financial performance and operations and receives detailed reports from Company management on financial and non- financial performance; iv. Compliance Risk: Failure to comply with regulations could result in the Company losing its listing, losing its FCA authorisation as a self-managed AIF or being subjected to corporation tax on its capital gains. The Board receives and reviews regular reports from its service providers and Company management on the controls in place to prevent non-compliance of the Company with rules and regulations. The Board also receives regular investment listings and income forecasts as part of its monitoring of compliance with section 1158 of the Corporation Tax Act 2010; and v. Operational Risk: Inadequate financial controls, failure by an outsourced supplier to perform to the required standard, or dependency on a small number of individuals could result in misappropriation of assets, loss of income and debtor receipts and mis- reporting of NAVs. The Board and Audit Committee regularly review statements on internal controls and procedures and subject the books and records of the Company to an annual external audit. In addition the Company’s Depositary provides an additional level of oversight over the Company’s operations. The Corporate Governance statement and the Report of the Audit Committee in the Company’s Annual Report and Accounts provide further information in respect of internal control systems and risk management procedures. Given the nature of the Company's operations, the Board believes that Brexit is likely to have a minimal impact on the Company. On behalf of the Board Andrew J Adcock Chairman 4 December 2017 16 MAJEDIE INVESTMENTS PLC Board of Directors This page forms part of the Directors’ Report Andrew J Adcock* MA Chairman Mr Adcock was the managing partner of Brompton Asset Management LLP until he retired in July 2011. He is a non-executive director of F&C Global Smaller Companies PLC. In July 2015, he was appointed as Chairman of JP Morgan European Investment Trust plc and was appointed as Chairman of VPC Specialty Lending Investments PLC in February 2015. He is also the Chairman of Panmure Gordon & Co. Ltd. He is also a non-executive director of Foxtons Group plc. He is Chairman of the Samuel Courtauld Trust and a Director of The Courtauld Institute of Art. He was Vice Chairman of Citigroup Corporate Finance until his retirement in 2009. Previously he was a Partner for three years at Lazards LLC which followed ten years at BZW as the Managing Director of De Zoete & Bevan Limited. He was appointed a director of the Company on 1 April 2008 and is the Chairman of the Board and Nomination Committee and a member of the Remuneration, Management Engagement and Audit Committees. J William M Barlow Mr Barlow was appointed Chief Executive Officer of the Company from 1 April 2014, before which he was a member and Chief Operating Officer at Javelin Capital LLP. Prior to Javelin Capital LLP, he was at Newedge Group. He joined Skandia Asset Management Limited as an equity portfolio manager in 1991. He was Managing Director of DnB Asset Management (UK) Limited having been appointed in 2002. Mr Barlow was appointed a director of the Company in July 1999 as a non-executive director and was made an executive director in June 2011. He is a non-executive director of Majedie Asset Management Limited. He is also a Trustee of Racing Welfare and a non-executive director of Strategic Equity Capital PLC. Paul D Gadd* Mr Gadd was appointed a director of the Company on 1 October 2009. He was a solicitor and had spent 17 years with Ashurst, retiring in 2009 after 10 years as a partner, latterly as head of Ashurst’s investment company practice. He is Chairman of the Remuneration and Management Engagement Committees and is a member of the Nomination and Audit Committees. R David C Henderson* FCA Mr Henderson, a Chartered Accountant, is currently Senior Advisor to Kleinwort Hambros, Chairman of Alder Investment Management, and is also a Non-Executive Director of MM&K Limited, Ecclesiastical Insurance Office Plc and EdenTree Investment Management, a subsidiary of Ecclesiastical Insurance Group. Previously he was Chairman of Kleinwort Benson Private Bank from 2004 to 2008 having held various senior roles in the Kleinwort Benson Group since 1995. Prior to that he spent 11 years at Russell Reynolds Associates which followed 10 years at Morgan Grenfell & Co and 6 years at what is now RSM. He was appointed a director of the Company on 22 September 2011 and is Chairman of the Audit Committee and a member of the Remuneration, Nomination and Management Engagement Committees. * Independent non-executive. REPORT & ACCOUNTS 2017 17 Directors’ Report The Directors submit their report and the accounts for the year ended 30 September 2017. Introduction The Directors’ Report includes the Corporate Governance statement, the Report of the Audit Committee, and the Directors’ Remuneration Report. A review of the Company’s business is contained in the Strategic Report (which includes the Chairman’s Statement) and should be read in conjunction with the Directors’ Report. Principal Activity and Status The Company is a public limited company and an investment company under section 833 of the Companies Act 2006. It operates as an investment trust and is not a close company. The Company has been a member of the AIC since 20 January 2014. The Company has received historic written confirmation from HM Revenue & Customs that it meets the eligibility conditions and is an approved investment trust for taxation purposes under section 1158 of the Corporation Tax Act 2010, with effect from 1 October 2012, subject to it continuing to meet the eligibility conditions and on-going requirements. In the opinion of the Directors, the Company continues to direct its affairs so as to enable it to continue to qualify as an approved investment trust. Results and Dividend The consolidated net revenue return before taxation arising from operations amounted to £5,964,000 (2016: continuing operations consolidated net revenue return of £4,956,000, and a net loss before taxation arising from discontinued operations of nil). The Directors recommend a final ordinary dividend of 6.25p per ordinary share, payable on 24 January 2018 to shareholders on the register at the close of business on 12 January 2018. Together with the interim dividend of 3.50p per share paid on 16 June 2017, this makes a total distribution of 9.75p per share in respect of the financial year (2016: 8.75p per share). Risk Management and Objectives The Company as an investment trust, and the Group, are subject to various risks in pursuing their objectives. The nature of these risks and the controls and policies in place across the Group that are used to minimise these risks are further detailed in the Strategic Report and in note 25 of the Accounts. Directors The Directors in office at the date of this report are listed on page 17 of the Company’s Annual Report and Accounts. Directors’ retirement by rotation and appointment is subject to the minimum requirements of the Company’s Articles of Association and the AIC Code of Corporate Governance. The Company’s Articles of Association require that at every Annual General Meeting any Director who has not retired from office at the preceding two Annual General Meetings shall stand for re-appointment by the Company. However, the Board have agreed that it is good practice that all Directors be re-appointed annually. As such Messrs. AJ Adcock, PD Gadd and RDC Henderson will retire at the forthcoming Annual General Meeting and, being eligible, will offer themselves for re-appointment. In accordance with Listing Rule 15.2.13A, Mr JWM Barlow, being a non-executive Director of Majedie Asset Management Limited, the Investment Manager, must submit himself for annual re-appointment. The Board believes that the performance of the Directors continues to be effective, that they demonstrate commitment to their roles and that they have a range of business, financial and asset management skills and experience relevant to the direction and control of the Company. The Board, having considered the retiring Directors’ performance within the annual Board performance evaluation, hereby recommend that shareholders vote in favour of the proposed re-appointments. 18 MAJEDIE INVESTMENTS PLC Qualifying Third Party Indemnity Provisions There are no qualifying third party indemnity provisions or qualifying pension scheme indemnity provisions which would require disclosure under section 236 of the Companies Act 2006. Directors’ Interests Beneficial interests in ordinary shares as at: Mr AJ Adcock Mr JWM Barlow Mr PD Gadd Mr RDC Henderson 30 September 2017 50,000 692,083 54,224 24,700 1 October 2016 50,000 692,083 52,589 24,700 Non-beneficial interests in ordinary shares as trustees for various settlements as at: 30 September 2017 1 October 2016 Mr JWM Barlow 2,828,251 2,828,251 There have been no changes to any of the above holdings between 30 September 2017 and the date of this report. Substantial Shareholdings At 30 September 2017, the Company has been notified of the following substantial holdings in shares carrying voting rights: Mr HS Barlow Aviva plc Mr MHD Barlow Miss AE Barlow Mr JWM Barlow Non-beneficial 15,017,619 28.10% 6,941,341 12.99% 3.32% 1,776,241 3.80% 2,029,148 5.32% 2,828,251 The substantial voting rights disclosed above include the total holdings of shares within certain trusts where there are other beneficiaries. There have been no changes to any of the above holdings between 30 September 2017 and the date of this report. Annual General Meeting The Annual General Meeting will be held at City of London Club, 19 Old Broad Street, London EC2N 1DS on Wednesday, 17 January 2018 at 12 noon. The notice convening the Annual General Meeting is available on the Company’s website. The Board considers that Resolutions 1 to 14 are likely to promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. The Directors unanimously recommend that you vote in favour of the Resolutions as they intend to do in respect of their own beneficial holdings. Issue and Buyback of Shares The Board is of the view that an increase of the Company’s stock in issue provides benefits to shareholders including a dilution of the Company’s gearing and cost of its debentures, a reduction in the Company’s administrative expenses on a per share basis and increased liquidity in the Company’s shares. As such the Board sought and received approval, at the Annual General Meeting (AGM) on 18 January 2017, to allot new shares for cash, and without first offering them to existing shareholders in proportion to their holdings, up to a maximum of 5,338,000 shares (being approximately 9.99% of the Company’s existing share capital at that time). These two existing authorities will expire at the 2018 AGM. The Directors undertake not to allot any such new shares unless they are allotted at a price representing a premium to the Company’s then prevailing NAV per share, with debt at fair value. During the year no shares have been allotted. (2016: a total of 306,000 shares were allotted for total consideration of £806,000 with issue costs of £1,000). The Board continue to be prepared to issue new shares in order to meet natural market demand subject to the restriction that any new shares will be issued at a premium, and as such shareholder approval is sought at the AGM to renew the authority to issue new shares, without first offering them to existing shareholders in proportion to their holdings, up to a maximum of 5,338,556 shares (being approximately 9.99% of the Company’s existing share capital). The renewed authority will expire at the 2019 AGM. REPORT & ACCOUNTS 2017 19 Directors’ Report Since 1 October 2016, and up to the date of this report, the Company has made no buybacks for cancellation of its ordinary shares. At the AGM in 2017 the Directors were given power to buy back 8,010,505 ordinary shares (being 14.99% of the Company’s existing share capital). Since the AGM the Directors have not bought any shares under this authority. This authority will also expire at the 2018 AGM. In order to provide maximum flexibility, the Directors consider it appropriate that the Company be authorised to make such purchases and accordingly shareholder approval is sought at the AGM to renew the authority of the Company to exercise the power contained in its Articles of Association to make buybacks of its own shares. The maximum number of shares which may be purchased shall be 8,010,506 ordinary shares (being approximately 14.99% of the Company’s issued share capital). Any shares so purchased will be cancelled or held in treasury. The restrictions on such purchases (including minimum and maximum prices) are outlined in the Notice of Meeting. The Authority will be used where the Directors consider it to be in the best interests of the shareholders and will expire at the 2019 AGM. Capital Structure As part of its corporate governance the Board keeps under review the capital structure of the Company. At 30 September 2017, the Company had a nominal issued share capital of £5,343,900, comprising 53,439,000 ordinary shares of 10p each, carrying one vote each. All of the shares of the Company are listed on the London Stock Exchange, which is a regulated market. The Company holds no shares in Treasury. The Company deploys gearing through two long-term debentures: £15m 9.5% debenture stock 2020 and £25m 7.25% debenture stock 2025, which were issued in 1994 and 2000 respectively. In 2004 the Company redeemed £1.5m of the 2020 issue and £4.3m of the 2025 issue as an opportunity arose to redeem at an attractive price. On 6 November 2017 the Company gave notice that it would exercise its right to redeem the entire outstanding holdings of the March 2020 debentures – see note 27 on page 88. The limits on the ability to borrow are described in the investment policy on page 14. The Board is responsible for managing the overall gearing of the Company. Details of gearing levels are contained in the Year’s Summary on page 2, and in note 25 to the Accounts. There are: no restrictions on voting rights; no restrictions concerning the transfer of securities in the Company; no special rights with regard to control attached to securities; no agreements between holders of securities regarding their transfer known to the Company; and no agreements which the Company is party to that might affect its control or trigger any compensatory payments for Directors, following a takeover bid. Notice period for general meetings The Board believes that it is in the best interests of shareholders of the Company to have the ability to call meetings on 14 clear days’ notice should a matter require urgency. The Board will therefore, as last year, propose a resolution at the AGM to approve the reduction in the minimum notice period from 21 clear days to 14 clear days for all general meetings other than annual general meetings. The Directors do not intend to use the authority unless immediate action is required. Future Developments The Chairman’s Statement and the Chief Executive’s Report above provide details concerning relevant future developments of the Company in the forthcoming year. Employee, Social, Environmental, Ethical and Human Rights policy The Company, as an investment trust, has limited direct impact upon the environment. In carrying out its activities and relationships with its employees, suppliers and the community, the Company aims to conduct itself responsibly, ethically and fairly. The Company falls outside the scope of the Modern Slavery Act 2015 as it does not meet the turnover requirements under that act. The Company does operate by outsourcing significant parts of its operations to reputable professional companies, including investment management to MAM. In doing so MAM complies with all the relevant laws and regulations and also takes account of social, environmental, ethical and human rights factors, where appropriate. 20 MAJEDIE INVESTMENTS PLC Carbon Reporting In accordance with the Companies Act 2006 (Strategic Report and Directors’ Reports) Regulations 2013, the Company is required to report on its greenhouse gas emissions. In accordance with the regulations, the Company has determined that its organisational boundary, to which entities the regulations apply, is consistent with its consolidated accounts. The Company operates in the financial services sector, and in common with many organisations employs outsourcing such that most of its activities are performed by other outside organisations which do not give rise to any reportable emissions by the Group. However the Company, as a self-managed investment trust, does undertake activities at its sub-leased premises. In accordance with the provision of the centrally provided building services (including heating, light, cooling etc) to all lessees in the building by the landlord, and by the superior lessee, it is considered that the Company does not have emissions responsibility in respect of these services, which rather rest with the landlord or superior lessee. The Company does however have responsibility for various other emissions in the usage of electricity by its office equipment in the course of undertaking its duties but it is not able to determine their amounts as compared to those provided by the landlord or superior lessee. Additionally, the Company has many investments in companies around the world; however the Company does not have the ability to control the activities of these investee companies and as such has no responsibility for their emissions. Therefore, the Directors believe that the Group has no reportable emissions for the year ended 30 September 2017 (2016: nil). Donations The Company made no political or charitable donations during the year (2016: nil) to organisations either within or outside of the EU. Gender Diversity The Board are aware of the recommendations made in the Hampton-Alexander Review in respect of gender diversity in the boardroom. The Company’s policy on diversity is included in the section on the Nomination Committee on pages 26 and 27 of the Company’s Annual Report and Accounts and this is applied when a new appointment to the Board is required. There has been no change in the Board and at the year end the composition of the Board was that all the Directors were male. The composition of the Company’s employees is 66.6% male and 33.3% female. Post Balance Sheet Date Events On 6 November 2017, the Company gave notice that it was to redeem £13.5 million, (being the total outstanding) of the 9.50% March 2020 debentures. Further details are contained in the Chairman’s Statement on page 5 and Chief Executive’s Report on page 7, and in note 27 on page 88. Material Contracts • Majedie Asset Management Limited The Board has appointed MAM as its investment manager, the terms of which are defined under an Investment Agreement dated 13 January 2014. The agreement divides the Company’s investment assets into a combination of a segregated portfolio and the MAM in-house funds, with the Board having the ability, subject to certain capacity constraints in respect of the MAM funds, for the determination of the asset allocation of its investment assets, both initially and on an on-going basis. The Investment Agreement provides that the segregated portfolio is to be managed on the same basis as the MAM UK Equity Fund, with other investments being made into the various MAM Funds, as decided by the Board as part of their asset allocation requirements. Further details on the allocation of the investments managed by MAM are included in the Chief Executive’s Report on pages 6 to 8. REPORT & ACCOUNTS 2017 21 • ensuring that the Bank of New York Mellon SA/ NV, London Branch (BNYM) (to whom BNYM (UK) has delegated the safekeeping of all assets held within the Company’s investment portfolio, including those classed as financial instruments for the purpose of the AIFMD), in accordance with the terms of a Global Custody Agreement, retains custody of the Company’s financial instruments in segregated accounts so that they can be clearly identified as belonging to the Company and maintains records sufficient for verification of the Company’s ownership rights in relation to assets other than financial instruments. No specific conflicts have been identified as arising as a result of the delegation of the provision of custody and safekeeping services by BNYM (UK) to BNYM. The terms of the depositary agreement provide that, where certain assets of the Company are invested in a country whose laws require certain financial instruments to be held in custody by a local entity and no such entity is able to satisfy the requirements under the AIFMD in relation to use of delegates by depositaries, BNYM (UK) may still delegate its functions to such a local entity and be fully discharged of all liability for loss of financial instruments of the Company by such local entity. The Depositary receives an annual fee for its services based on a sliding scale on the total gross portfolio assets of the Company, payable monthly in arrears. The depositary agreement in place with BNYM (UK) and the related custody agreement in place with BNYM continues unless and until terminated: without cause upon the Company and BNYM (UK) giving not less than 90 days’ notice and upon BNYM (UK) giving notice expiring not less than 18 months after the date of the agreement, in each case such notice to be effective only if a new Depositary has been appointed. Directors’ Report The fees payable under the Investment Agreement are detailed below: Management Feeˆ Performance Feeˆ Portfolio/Fund* MAM UK Equity Segregated Portfolio 0.75% p.a. 1.50% p.a. 0.75% p.a. MAM Tortoise Fund MAM UK Income Fund MAM Global Equity Fund 0–0.75% p.a.** MAM Global Focus Fund 0–1.00% p.a.** MAM US Equity Fund 0.75% p.a. Nil 20%† Nil Nil Nil Nil† * The fees are calculated under the terms of the Investment Agreement or the relevant fund prospectus. ˆ The fees charged to the MAM UK Equity Segregated Portfolio are charged directly to the Company’s Statement of Comprehensive Income. All other fund fees are charged within the relevant fund. † The performance fee entitlement only occurs once the 5% p.a. hurdle has been exceeded and is calculated on a high water mark basis. ** The management fee range reflects the investments made into different share classes. The Investment Agreement entitles either party to terminate the arrangement with six months’ notice after an initial period which ended on 31 December 2015. • BNY Mellon Trust & Depositary (UK) Limited The Company has appointed BNYM (UK) Limited (BNYM (UK)) to provide depositary services as required by the AIFMD and certain other associated services under the terms of a depositary agreement dated 19 June 2014. The services provided by BNYM (UK) as Depositary for the Company include: • general oversight responsibilities over the issue and cancellation of the Company’s share capital, the carrying out of net asset value calculations, the application of income, and the ex-post review of investment transactions; • monitoring of the Company’s cash flows and ensuring that all cash is booked in appropriate accounts in the name of the Company or BNYM (UK) acting on behalf of the Company; and 22 MAJEDIE INVESTMENTS PLC • Link Market Services Limited (Link) • Investor Pre-investment information The AIFMD requires that potential investors are provided with certain information. The Company provides this information on its website at www.majedieinvestments.com and there have been no material changes over the year to the date of this report. Disclosure of Information to Auditors As far as each of the Directors are aware: • there is no relevant audit information of which the Company’s Auditors are unaware; and • they have taken all steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Company’s Auditors are aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006. Auditors Ernst & Young LLP were re-appointed as Auditors on 20 January 2017. During the year an Audit tender was undertaken in accordance with EU regulation. Further details are contained in the Report of the Audit Committee on page 31. Ernst & Young LLP have indicated their willingness to continue in office and a resolution will be proposed at the AGM to re-appoint them as Auditors. Viability The Directors have assessed the prospects of the Company over the five year period to September 2022. The Directors believe that this period is appropriate as the Company is a long-term investor in equity markets. Company Secretarial services are provided by Link, following their acquisition of Capita Asset Services on 6 November 2017. Such services continue to be provided under the previous Company Secretarial Services Agreement dated 25 April 2016. The agreement mandates that Link Company Matters Limited will act as Link’s nominated corporate secretary. The agreement also provides for fees to be paid quarterly and to be based on a fixed annual amount and be subject to annual RPI increases with either party to give notice to terminate the agreement with 12 months’ notice. Listing Rule Disclosure The Company confirms that there are no items which require disclosure under Listing Rule 9.8.4R in respect of the year ended 30 September 2017. AIFMD The Company is subject to the AIFMD, which requires certain financial and non-financial disclosures in respect of Annual Reports. These disclosures are met by the Company in its Annual Report. In addition certain specific disclosures are required which are: • Remuneration Total remuneration details for the Directors (who are considered to be code staff under the Directive) are shown in the Report on Directors’ Remuneration. Remuneration details for staff are included in Note 7 to the accounts. There was variable remuneration paid during the year. • Leverage Under the AIFMD, the Company is required to disclose its actual leverage (calculated in accordance with the Directive under the Gross & Commitment methods) and it must also set a limit in respect of leverage it can use. The Company has set a limit of 1.5 times (1 times being defined as no leverage) and as at 30 September 2017 had leverage of 1.17 times under the Gross method and 1.19 times under the Commitment method. Note 25 to the accounts provides further details. REPORT & ACCOUNTS 2017 23 Directors’ Report In their assessment of the viability of the Company, the Directors have considered each of the Company’s principal risks and uncertainties. The Directors have also considered the Company’s income and expenditure projections, the level of borrowings (leverage of 1.17 times (Gross method) and 1.19 times (Commitment method) are well below the 1.5 times limit. In addition the current borrowings of £34.0m are over 5 times covered by the current total assets) plus as the Company’s investments primarily comprise readily realisable securities (equal to 71.2% of total assets as at 30 September 2017), these can be sold to meet funding requirements as necessary. Based on the Company’s processes for monitoring expenses, share price discounts or premium, the allocation in its investment portfolio to an absolute return fund, the Investment Manager’s compliance with the investment restrictions and objective, concentration and liquidity risk, the current large margin of safety over the covenants on its debentures and financial controls, the Directors have concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the five year period to September 2022. Going Concern The Directors believe, after review and due consideration of future forecast and cashflow projections that the Company has adequate financial resources to continue in operational existence for a period of at least 12 months from the date that the financial statements were approved. For this reason and taking account of the large number of readily realisable investments held within its portfolio, the Board continues to adopt the going concern basis in preparing the financial statements. By Order of the Board Link Company Matters Limited Company Secretary 4 December 2017 24 MAJEDIE INVESTMENTS PLC Corporate Governance Statement The Corporate Governance Statement forms part of the Directors’ Report. This section of the Annual Report describes how the Company, as a member of the AIC, has applied the principles of the UK Corporate Governance Code as published by the Financial Reporting Council (FRC) in April 2016, as required by the FCA. A copy of the UK Corporate Governance Code can be found at www.frc.org.uk. The Board has considered the principles and recommendations of the AIC Code of Corporate Governance (AIC Code) by reference to the AIC Corporate Governance Guide for investment companies (AIC Guide). The AIC Code, as explained by the AIC Guide, addresses all the principles set out in the UK Corporate Governance Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to the Company. A copy of the AIC Code can be found at www.theaic.co.uk. The Board considers that reporting against the principles and recommendations of the AIC Code, by reference to the AIC Guide (which incorporates the UK Corporate Governance Code), will provide information to shareholders. The Company has complied with the recommendations of the AIC Code and the relevant provisions of the UK Corporate Governance Code throughout the year ended 30 September 2017 except as set out below: Senior Independent Director – The Directors have determined that the size of the Company’s Board does not warrant the appointment of a Senior Independent Director. Internal Audit function – The Company does not have an internal audit function due to: • its investment management, company secretarial and custody arrangements being outsourced to the parties detailed on pages 21 to 23; and • the appointment of a depositary who undertakes various checks on the Company’s activities. More details on the duties of the Depositary are detailed on page 22. Shareholder information – The Company does not provide, although relevant information is disclosed, a complete portfolio listing. Certain small legacy realisation holdings are no longer material or relevant, and the provision of fuller information would be contrary to public information provided by MAM. The Board has considered the FRC guidance on risk management, internal control and related financial and business reporting dated September 2014 that applies from 1 October 2014. Further details are contained on pages 32 to 33 in the Report of the Audit Committee. The Company The Company has a long history of self management which also includes the Company being a self managed AIF under the AIFMD. In complying with the more detailed aspects of best corporate governance practice, the Board takes into account that the Company is a listed investment trust and the Barlow family, as a whole, owns approximately 53% of the shares in issue. Although the family shareholding in total is significant, there are a number of individual family members and trusts represented by many separate shareholdings. The principal objective of the Board of Directors continues to be to maximise total shareholder return for all shareholders. Board of Directors The Company’s Board of Directors is responsible for the overall stewardship of the Company, including corporate strategy, corporate governance, risk management and compliance with regulations (including its responsibilities as AIFM under the AIFMD), overall investment policy, asset allocation and gearing. The Chairman is responsible for leadership of the Board and ensuring its effectiveness on all aspects of its role, and that all Directors receive accurate, timely and clear information. Its composition satisfies the requirements of the AIC Code and is composed of an independent Chairman, two independent non-executive Directors and Mr JWM Barlow who is the CEO. Biographical details of the Directors are shown on page 17. Messrs AJ Adcock, PD Gadd and RDC Henderson are considered to be independent as defined by the AIC Code as, in the opinion of the Board, each is independent in character and judgment and there are no relationships or circumstances relating to the Company that are likely to affect their judgment. However, the Board considers that all Directors exercise their judgements in an independent manner. The Chairman’s other commitments are in his biography on page 17. REPORT & ACCOUNTS 2017 25 Corporate Governance Statement The Board meets at least five times in each calendar year and its principal focus is the strategic development of the Group, investment policy and the control of the business. Key matters relating to these areas, including the monitoring of financial performance, any changes to the asset allocation, cash or gearing limits and the buying back of Shares and/or the repayment of long term borrowings are reserved for the Board and set out in a formal statement. During the year ended 30 September 2017, the Company held six Board meetings, three Audit Committee meetings, one Management Engagement Committee meeting, one Nomination Committee meeting and one Remuneration Committee meetings. Attendance at these Board and Committee meetings is detailed below. Number of meetings Board Audit Management Engagement Remuneration Nomination Directors AJ Adcock JWM Barlow RDC Henderson PD Gadd 6 6 6 6 6 3 3 n/a 3 3 1 1 n/a 1 1 1 1 n/a 1 1 1 1 n/a 1 1 Since the Company’s financial year end the Company held four Board meetings, two Audit Committees, one Management Engagement Committee, one Nomination Committee and one Remuneration Committee meeting. All Board and Committee members attended their respective meetings. The Board has undertaken a formal and rigorous evaluation of its own performance and of its Committees through the circulation of a comprehensive questionnaire. Having discussed the results it concluded that the Board and its Committees continue to function effectively and that the Chairman’s and Directors’ other commitments are such that all Directors are capable of devoting sufficient time to the Company. The Board has agreed and established a procedure for Directors in furtherance of their duties to take independent professional advice if necessary, at the Company’s expense. The Board recognises the need for new Directors to receive an appropriate induction. Existing Directors receive regular updates on regulatory and governance matters, and development and training needs were discussed as part of the Board evaluation process. • The Audit Committee comprises: Mr RDC Henderson (Chairman), Mr PD Gadd and Mr AJ Adcock. Mr JWM Barlow and representatives of the Auditors are invited to attend meetings of the Committee. It is considered that Mr RDC Henderson, who is a Chartered Accountant, has recent relevant financial experience. The Board has agreed the terms of reference for the Audit Committee which meets at least twice a year. Further details on the work of the Audit Committee are detailed in the Report of the Audit Committee on pages 30 to 33. • The Nomination Committee comprises: Mr AJ Adcock (Chairman) and all of the non- executive Directors. Mr JWM Barlow attends meetings at the request of the Committee, from time to time. The policy of the Committee is to consider appointments to the Board of Directors in the context of the requirements of the business, its need to have a balanced and effective Board and succession planning. As part of this policy, gender and diversity are carefully considered by the Committee and are taken into account when evaluating the skills, knowledge and experience desirable to fill each vacancy but all appointments to the Board are made on merit. The Committee has not set any measurable objectives in respect of this policy. The Company’s Articles of Association require a Director appointed during the year to retire and seek appointment by shareholders at the next AGM and all Directors must seek re-appointment at least every three years. However, as previously advised, the Board have agreed it is good practice that all Directors be re-appointed annually. A Director’s appointment may be terminated by the Company or the Director by providing one month’s notice. The Articles of Association can be amended by shareholders at a General Meeting. 26 MAJEDIE INVESTMENTS PLC Towards the end of each fixed term the Nomination Committee and the Board will consider whether to renew a particular appointment. Directors’ terms and conditions for appointment are set out in letters of appointment, which are available for inspection at the registered office of the Company and will be available 15 minutes before the start of and during the Company’s AGM. Details of the CEO’s employment contract can be found in the Report on Directors’ Remuneration on page 36. The Nomination Committee met once on 19 October 2017 to consider the re-appointment of Directors at the Company’s AGM. Based on the outcome of the Board performance evaluation process and on the basis that they continued to make valuable contributions and exercise judgement and express opinions in an independent manner, the Committee has decided to recommend the re-appointment of all Directors. The Committee believes the current Directors provide the necessary breadth of skills, experience, length of service and knowledge of the business to effectively manage the Company. • The Remuneration Committee comprises: Mr PD Gadd (Chairman), Mr AJ Adcock and Mr RDC Henderson. Mr JWM Barlow is invited to attend and participate as appropriate. Further details on the work of the Remuneration Committee are included in the Report on Directors’ Remuneration on pages 34 to 40. • The Management Engagement Committee (MEC) comprises: Mr PD Gadd (Chairman) and all of the non-executive Directors. Mr JWM Barlow attends meetings at the request of the Committee, from time to time. The Board has agreed terms of reference for the Committee, which meets at least once a year to consider the performance of the Investment Manager, the terms of the Investment Manager’s engagement and to consider the continued appointment of the Investment Manager. The MEC met once on 19 October 2017 and recommended that MAM be retained as Investment Manager. In determining their recommendation, the MEC concluded that MAM have an excellent track record and offer a broad range of products to meet the Company’s investment policy. Following the recommendation from the MEC, the Board has concluded that it is in the best interests of shareholders that MAM should continue to be the Investment Manager of the Company under its existing terms. In addition to the Investment Management role, the Board has delegated to external third parties the depositary and custodial services, company secretarial services, share administration and registration services. The MEC annually reviews their performance and their contracts. The terms of reference of the Company’s Committees are available on request from the Company Secretary or from the Company’s website. Conflicts of Interest The Directors have declared any conflicts or potential conflict of interest to the Board of Directors which has the authority to approve such situations. The Company Secretary maintains the Register of Directors’ Conflicts of Interests which is reviewed quarterly by the Board and when changes are notified. The Directors advise the Company Secretary and Board as soon as they become aware of any conflicts of interest. Directors who have conflicts of interest do not take part in discussions which relate to any of their conflicts. It is the responsibility of each individual Director to avoid an unauthorised conflict situation arising. He must request authorisation from the Board as soon as he becomes aware of the possibility of a situational conflict arising. The Board is responsible for considering Directors’ requests for authorisation of situational conflicts and for deciding whether or not the situational conflict should be authorised. The factors to be considered will include whether the situational conflict could prevent the Director from properly performing his duties, whether it has, or could have, any impact on the Company and whether it could be regarded as likely to affect the judgement and/ or actions of the Director in question. When the Board is deciding whether to authorise a conflict or potential conflict, only Directors who have no interest in the matter being considered are able to take the relevant decision, and in taking the decision the Directors must act in a way they consider, in good faith, will be most likely to promote the Company’s success. The Directors are able to impose limits or conditions when giving authorisation if they think this is appropriate in the circumstances. REPORT & ACCOUNTS 2017 27 Corporate Governance Statement The Directors must also comply with the statutory rules requiring company Directors to declare any interest in an actual or proposed transaction or arrangement with the Company. Relations with Shareholders Members of the Board hold meetings with the Company’s principal shareholders and prospective investors to develop an understanding of the views of shareholders and to discuss the Company’s strategy and financial and investment performance. Any issues raised by shareholders are reported to the full Board. Shareholders are encouraged to attend the AGM and to participate in proceedings. Shareholders wishing to contact the Directors to raise specific issues can do so directly at the AGM or by writing to the Company Secretary. In the Annual Report each year the Directors seek to provide shareholders with information in sufficient detail to allow them to obtain a reasonable understanding of recent developments affecting the business and the prospects for the Company in the year ahead. The various sections of the Strategic Report provide further information. The Company has three investor savings schemes which provide shareholders with cost effective and convenient ways of investing. Communication of up-to-date information is provided through the website at www.majedieinvestments.com. Voting policy The exercise of voting rights attached to the Company’s investment portfolio has been delegated to MAM in the absence of explicit instructions from the Board. MAM subscribes to the NAPF Voting Issues Service (ISS) which forms part of their voting process. MAM provide a quarterly report detailing the voting activity on the Company’s investment portfolio which includes details of the votes made as well as the reasons explaining the rationale for the voting decision. MAM are required to include on their website a disclosure about the nature of their commitment to the FRC’s Stewardship Code and details may be found at www.majedie.com. Internal Control Review The Directors acknowledge that they are responsible for the risk management and internal control relating to the Company and its subsidiary and for reviewing the effectiveness of those systems. An ongoing process has been in existence for the year under review to identify, evaluate and manage risks faced by Group companies. This has been refined further following the introduction of the AIFMD and the in-sourcing of the fund administration activities, which requires the Board, as AIFM, to implement effective risk management policies and procedures. Key procedures are also in place to provide effective financial control over the Group’s operations. Additionally the Depositary provides an additional check over the Group’s operations as required by the AIFMD. The risk management process and systems of internal control are designed to manage rather than eliminate the risk of failure to achieve the Company’s objectives. It should be recognised that such systems can only provide reasonable, not absolute, assurance against material misstatement or loss. A review of internal control and risk management systems are undertaken by the Board or the Audit Committee in the context of the Company’s overall investment objective. The review covers business strategy, investment management, operational, compliance and financial risks facing the Company and its subsidiary. In arriving at its judgement of the nature of the risks facing Group companies, the Board or the Audit Committee have considered the Group’s operations in the light of the following factors: – the nature and extent of risks which it regards as acceptable to bear within the overall business objective; – the likelihood of such risks becoming a reality; and – the Investment Manager’s ability to reduce the incidence and impact of risk on performance and the relevant controls. 28 MAJEDIE INVESTMENTS PLC Further details relating to risk management, risk assessments and internal controls are contained in the Report of the Audit Committee on pages 32 to 33. In accordance with the AIC and the UK Corporate Governance Code, the Directors have carried out a review of the effectiveness of the system of internal controls as it has operated over the year and up to the date of approval of the report and accounts. By Order of the Board Link Company Matters Limited Company Secretary 4 December 2017 REPORT & ACCOUNTS 2017 29 Report of the Audit Committee The Report of the Audit Committee forms part of the Corporate Governance Statement. During the year ended 30 September 2017 the Audit Committee comprised independent non-executive directors, being Mr RDC Henderson (Chairman), Mr AJ Adcock and Mr PD Gadd. Mr JWM Barlow was also invited to attend meetings. The Committee usually meets twice a year in which it reviews the Half-Yearly Financial Report and the Annual Report. The Company Secretary, Link Company Matters Limited (trading as Company Matters), acts as Secretary to the Committee and its terms of reference are available on request or may be obtained from the Company’s website. Responsibilities The Committee’s responsibilities include: • monitoring the integrity of the financial statements of the Company (including that they are considered, as a whole, to be fair, balanced and understandable); • reviewing the Company’s internal financial controls and risk management systems; • making recommendations to the Board, for it to put to the shareholders for their approval in general meeting, in relation to the appointment of the external auditor, monitoring the external auditor’s effectiveness and independence and developing and implementing a policy on the engagement of the external auditor to supply non-audit services. In respect of the year under review the Committee met three times, in November 2016 and May and July 2017. Since the year end it has also met in October and November 2017. The purpose of the meetings was to review the Group’s Half-Yearly Financial Report and Annual Report respectively, and to review the internal control environments of outsourced service providers, and to oversee the relationship with the Auditor (which includes recommendations on fees, approval of their terms of engagement and assessing their independence and effectiveness). The Committee also met to undertake an audit tender in accordance with EU legislation. Significant issues related to the Financial Statements In respect of the year ended 30 September 2017, and following a robust assessment of the risks facing the Company, the Committee considered the following issues to be significant to the financial statements: Valuation of Investments The Company is a global equity investment trust which invests in many companies around the world, the majority of which are quoted and traded on a recognised stock exchange. These investments are made directly via the MAM UK Equity Segregated Portfolio or in Funds managed by MAM. However, some of the Company’s investments are held in companies that are not quoted or traded on a recognised stock exchange and for which price discovery requires careful analysis and judgement. Although these are small in number (and also usually by value, see note 13 on page 71) they do include the investment in MAM and, as such, are significant to the determination of the Company and Group’s net asset value. Investments in quoted companies are valued using prices from a third party pricing source. These prices are reviewed against other third party sources and additionally those that exceed a pre-determined movement threshold, or do not change, are subject to further verification. Investments made in the various MAM funds are priced using prices published by the relevant fund administrator (MAM use the Bank of New York Mellon). For unquoted investments, the CEO provides detailed valuation papers and analyses and recommends a fair value for the relevant investment to the Committee, using the Company’s policy as set out in note 1 to the Accounts on pages 57 to 62. The unquoted investment papers are reviewed by the Committee, who challenge assumptions, methodologies and inputs used. They are also subject to review by the Auditors. The fair value of MAM is usually assessed twice a year by the directors and is approved by the Board on the recommendation of the Audit Committee. The fair value calculation is formulaic (but, as noted previously, in accordance with the Company's policy as set out in note 1 to the accounts), with the significant inputs in assessing the price being, the 3 year average earnings of MAM together with earnings multiples applied to those earnings, and the value of surplus cash held by MAM. A 5% increase/decrease in MAM’s earnings would result in an increase/decrease of 4.4% in the carrying value of MAM. 30 MAJEDIE INVESTMENTS PLC Ownership of Investments The Company’s investments are held in safe custody by BNYM (UK) as depositary. The Committee receives regular reports on BNYM (UK)’s internal controls. Income Recognition The vast majority of the Company's income is from dividend receipts from its investment holdings, including MAM. As such inaccurate recognition of income, or incomplete controls in this area, could result in the Company misstating such receipts. The Committee receives regular detailed management accounts during the year and also reviews and approves the Company’s forecast for the year. Additionally Mr JWM Barlow is a non-executive director of MAM which provides a significant level of assurance over MAM dividend receipts. The Chairman of the Committee will be available at the Annual General Meeting to answer any questions relating to the Annual Report. External Audit The Company’s external auditor is Ernst & Young LLP, who were appointed on 18 January 2008, replacing Deloitte & Touche LLP following an open tender process (there are no restrictions or impediments to the external audit tendering process). In accordance with the EU Audit Directive and Regulation, and as stated in last year’s report, the Company has undertaken a competitive tender process, as Ernst &Young LLP will have been in office for 10 years in 2018. The tender process was conducted in accordance with the FRC’s best practice guidelines, as issued in February 2017. The Committee reviewed and approved the detailed process document, which included a scorecard. The Committee were satisfied, upon review, that the process had been undertaken in accordance with the process document. Following the review the Committee recommended to the Board that Ernst & Young LLP be re-appointed as auditor. Legislation allows for a further period of up to ten years at which time a mandatory rotation is required. At the Board meeting in October 2017 the Board agreed with the Committee’s recommendation. As such the notice of the 2018 Annual General Meeting on page 89 includes a resolution, to be approved by shareholders, that Ernst & Young LLP be re-appointed auditor for the year. The Company engages Ernst & Young LLP to undertake the annual year end audit. It is not considered necessary to have a review of the Half Yearly Financial Report. Ernst & Young LLP attend the annual accounts Audit Committee meeting in November, and an audit planning meeting in July. In determining the effectiveness of the external audit the Committee takes account of the following factors: Factor The Audit Partner The Audit Team The Audit approach The role of management Assessment Extent to which the partner demonstrates a strong understanding of the business and industry and the challenges that the Company faces. Additionally is committed to audit quality, whose opinion is valued and sought after. Extent to which the audit team understand the business and industry, are properly resourced and experienced. The Audit approach is discussed with management and targets the significant issues early (and any new requirements as a result of new regulations etc), is communicated properly, is appropriate for the Company’s business and industry and includes an appropriate level of materiality. Information provided by management is timely and correct with proper work papers. Accounting systems and internal controls work properly to enable proper information and an audit trail to be provided. REPORT & ACCOUNTS 2017 31 Report of the Audit Committee Factor Assessment The communications and formal reporting by the Auditor Management and the Committee kept appropriately informed as the audit progresses – a no surprises basis is adopted. The formal report is appropriate and contains all the relevant material matters. The support, insights and added value provided to the Committee Guidance given to the Committee for best practice with provision of updates and or briefings or training between Committee meetings. The independence and objectivity of the Auditor Complies with the FRC ethical standards and has the required degree of objectivity. Risk Management and Internal Control The Group operates risk management and internal control systems appropriate for entities operating in the financial services sector and additionally as appropriate to its size and the scope of its activities. In reviewing these systems, the Committee, and/or the Board, receive regular reports including those from the Company’s Depositary. The Committee also receives control reports from its key third party outsourced service providers on the effectiveness of their own internal control systems and procedures. Any particular issues identified are documented and followed up by the Committee or the Board in following meetings. The Company does not have an internal audit function as required under the UK Corporate Governance Code. The Committee has considered this matter and is of the opinion that there is no need at the present time for the Company to have an internal audit function since there are considered to be adequate checks and balances in operation. In particular, the Company operates with Investment Management services being undertaken by MAM, Company Secretarial functions by Link Company Matters Limited and Depositary Services by BNYM (UK) Limited (with custody being delegated to BNYM). In assessing the effectiveness of the audit, the Committee receives management assessments and reports from the Auditor and additionally does, from time to time, receive assessments on the auditor from the FRC. As a result of its review, the Committee is satisfied that, in respect of the year ended 30 September 2017, the external audit process is effective and it recommends the appointment of Ernst & Young LLP as Auditors at the forthcoming Annual General Meeting. Policy for non-audit services From time to time it may be appropriate and cost effective for the external auditor to provide services but other services should only be provided where alternative providers do not exist or where it is cost effective or in the Group’s interest for the external auditor to provide such services. In the year under review, the auditor provided a review of the Company’s debenture covenant reporting (to the trustee for the debenture holders), which is separately disclosed as Other Assurance Services in the Accounts. Any areas of concern are raised with the Board of the Company. As noted last year, Ernst & Young LLP were engaged to undertake liquidation services in respect of MPM. This was completed during the year. In determining auditor independence the Committee assesses all relationships with the auditor and receives from the auditor information on its independence policy along with safeguards and procedures it has developed to counter perceived threats to its objectivity. The auditor also provides confirmation that it is independent within the meaning of all regulatory and professional requirements and that the objectivity of the audit is not impaired. Following its review, the Committee is satisfied that they are independent having fulfilled their obligations to both the Company and its shareholders. 32 MAJEDIE INVESTMENTS PLC For the year ended 30 September 2017 the Group’s risk management and internal controls were subject to review by the Committee which includes internal controls in place to support the Company’s fund administration activities. The Committee noted that the Company’s Depositary also reviews these activities as part of its oversight duties. Additionally, Mr JWM Barlow is a non-executive director of MAM and chairman of their Audit & Risk Committee. In this capacity he receives detailed reports on MAM’s internal control environment. Lastly, the Committee noted the audit approach undertaken and the additional work performed by the auditor in the course of the year end audit. These, together with the Committee’s own review, meant that the Committee considers that the Group’s risk management and internal controls have been, and are, adequate and effective. Risk Assessment The Audit Committee considered the revisions to the AIC Code which require a robust assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity. The principal risks facing the Company and how they are being managed are detailed on pages 15 and 16 in the Business Review section of the Strategic Report. The Committee robustly reviews these risks and mitigating controls in its meetings in May and November (and additionally the Board, at each meeting, reviews a Key Risks Summary which outlines the key risks, and changes thereto). Compliance, Whistleblowing and Fraud The Company continues to use an outsourced service provider model, in common with other investment trusts. As such the Committee and the Board primarily receive reports regarding the compliance function of the Investment Manager, including procedures for whistleblowing and for detecting fraud and bribery. The Committee also seeks assurances from service providers that appropriate whistleblowing procedures are in place which enable their staff to raise concerns about possible improprieties in a confidential manner. The Company has in place a compliance manual, suitable for its size and the nature of its business, which has procedures and policies in place to provide for whistleblowing and fraud detection. On behalf of the Board RDC Henderson Chairman of the Audit Committee 4 December 2017 REPORT & ACCOUNTS 2017 33 Report on Directors’ Remuneration The Remuneration Committee has decided that, following a review of market conditions, Mr Barlow’s basic salary will increase by 2.5% as from 1 October 2017. There is no change to his other benefits nor to the bonus scheme. Finally, in accordance with the regulations, a revised Directors’ remuneration policy is required to be tabled and approved by shareholders at the 2018 Annual General Meeting. The revised policy is detailed below but is the same in all material respects as the previous policy that was approved at the 2015 Annual General Meeting. P D Gadd Chairman of the Remuneration Committee 4 December 2017 Annual Statement There were no changes to the composition of the Board during the year. At its meeting in October 2017, the Remuneration Committee decided that there should be no change to the remuneration of the non-executive Directors in respect of the financial year ended 30 September 2017. It further decided that, with effect from 1 October 2017, the non-executive Directors’ fees will be amended as follows: • The fees payable to the chairman will be reduced to £65,000 per annum; • The fees payable to each of the other non-executive Directors will be increased from £28,350 to £31,500 per annum; • The additional fees payable to the chairs of the audit and remuneration committees will be increased from £3,150 to £3,500 per annum. These decisions were made in the context of the previous increase in Directors’ fees in 2014, the current roles and responsibilities of the non-executive Directors and the expected time commitments, the fees payable by other comparable companies and prevailing market conditions. In respect of the remuneration of the CEO, Mr JWM Barlow, under the approved bonus scheme he is entitled to a bonus of £25,000 in any financial year in which the Company’s issued share capital is increased by at least 5%, rising to £50,000 on a straight line basis if it increases by 10%. No bonus will be paid in the absence of any such increase, and no other bonus arrangements have been proposed. During the financial year ended 30 September 2017 no shares were issued. Mr Barlow did not therefore qualify for a performance bonus under this bonus scheme. 34 MAJEDIE INVESTMENTS PLC Directors’ Remuneration Policy The existing Directors’ remuneration policy was approved at the Company’s Annual General Meeting in 2015. Accordingly, in accordance with the requirements of Schedule 8 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended (the Regulations), it is proposed to table an ordinary resolution to approve a new Directors’ remuneration policy, as set out in this Section, at the Company’s Annual General Meeting (see page 89). It is proposed that this new policy will be adopted at that meeting with effect from 1 October 2017 and will replace the existing policy. The revised policy being presented and requiring approval has no material changes from the prior policy on the remuneration of the Directors. The revised policy will remain in force until the Annual General Meeting of the Company in 2021, at which time a further resolution will be proposed. Non-executive Directors The components of the remuneration package for non-executive Directors, which are comprised in the Directors’ remuneration policy of the Company, are as set out below: Remuneration Type Description and approach by the Company to determination Maximum Potential Value Fixed Fees Additional fees for Senior Independent Director and Chairs of Committees Annual fees set at a competitive level for the industry and appropriate for role and based on individual skills, time commitment and experience. Aggregate Directors’ fees cannot currently exceed £250,000 per annum Additional fees may be paid to any Director designated as the Senior Independent Director and to any Director who chairs any committee of the Board depending on the time commitment and responsibility involved. Such fees will be set at a competitive level for the industry and appropriate for the role and based on individual skills, time commitment and experience. Aggregate Directors’ fees cannot currently exceed £250,000 per annum Additional fees for service on subsidiary undertaking boards Additional fees will be paid to non-executive Directors who are members of the boards of any subsidiary undertakings of the Company and are required to devote additional time in such role. Such fees will reflect the additional time commitments assumed. Aggregate Directors’ fees cannot currently exceed £250,000 per annum Expenses Non-executive Directors can claim for out-of-pocket expenses in the furtherance of their duties. Ad-hoc basis Payment for loss of office No payments will be made to non-executive Directors for loss of office. Each component of the remuneration package set out above supports the short and long-term strategic objectives of the Company by ensuring that the non-executive Directors’ remuneration is set at a competitive level which reflects the responsibilities of, and the time devoted by, the non-executive Directors. Non-executive Directors have a letter of appointment with the Company. The terms include an initial 3 year duration period, a one month notice period by either party and no deferral or claw back provisions. REPORT & ACCOUNTS 2017 35 Report on Directors’ Remuneration CEO The components of the remuneration package for the CEO, which are comprised in the Directors’ remuneration policy of the Company, are as set out below: Remuneration Type Description and approach by the Company to determination Maximum Potential Value Fixed Salary Set at a competitive level for the industry and appropriate for role and based on individual skills, time commitment and experience. Healthcare Medical and death or disability insurance. Variable Annual Bonus Payable in the event that the Company’s issued share capital increases by at least 5% in any financial year (treating for this purpose sales of shares from treasury as if they were not previously part of the Company’s issued share capital). £181,725 per annum unless otherwise resolved by the Remuneration Committee As per Group healthcare provider quote Not to exceed 50% of base salary Mr JWM Barlow is a member of the Company’s pension scheme but does not receive any pension benefits from the Company. His contract of employment provides for six months’ notice of termination by either party and various post-employment obligations and restrictions considered to be appropriate for a role of this type within the financial services sector. There are no provisions which would give rise to or impact upon remuneration payments or payments for loss of office. Additionally he is subject to his letter of appointment as a Director of the Company, the terms of which are the same as for the non-executive Directors (save that he is not eligible to receive any fees). Subject to approval of this remuneration policy, the Company intends to award him a bonus of £25,000 in any financial year in which the Company’s issued share capital is increased by at least 5%, rising to £50,000 on a straight line basis if it increases by 10%. Each component of the remuneration package set out above supports the short and long-term strategic objectives of the Company as follows: • The remuneration ensures that the CEO’s base salary is set at a competitive level; • The annual bonus is payable only if there is a material increase in the issued share capital of the Company. The Directors believe that the growth of the Company, to spread its fixed costs over a larger asset base, is one of their key aims, and the annual bonus directly aligns the interests of the CEO with this aim. Save as set out above, there are no specific additional performance measures or targets applicable to any of the components of the CEO’s remuneration. Save for the payment of Directors’ fees, there is no difference between the Company’s policy on the remuneration of Directors from the remuneration of employees. 36 MAJEDIE INVESTMENTS PLC Consideration of employment conditions elsewhere in the Company The pay and performance conditions of any CEO of the Company are designed to be consistent with those of the employees of the Company. The same remuneration policies apply to the other senior employee of the Company. The remuneration of the other senior employee of the Group is a material factor in setting the remuneration of the CEO. Shareholder views on remuneration The Company has not received any views in respect of Directors’ remuneration expressed to it by shareholders. Illustration of application of CEO remuneration policy £’000 250 200 150 100 50 0 Notes Minimum Meets expectations Maximum Fixed Remuneration Annual variable remuneration 1. Fixed remuneration includes salary and benefits. 2. Annual variable remuneration is a Company bonus calculated at £25,000 under meets expectations column or £50,000 under the maximum column, in accordance with the only existing and proposed bonus arrangements. Approach to recruitment remuneration The principle adopted by the Committee in respect of recruitment of Directors is that the fees for a non-executive Director should reflect the responsibilities and time commitment required. This is also referenced to other similar organisations and appointments. The Committee seeks to encourage the enhancement of the Company’s performance and to ensure that remuneration packages offered are competitive and designed to attract, retain and motivate Directors of the right calibre. Any new non-executive Director would be paid on the same basis as the existing non-executive Directors. As noted above the aggregate level of Directors’ fees must not exceed a set limit, as set out in the Company’s articles of association, which is currently £250,000 per annum. In respect of the CEO, the Committee seeks to incentivise and align the relevant individual’s interests with that of the Company. In doing so the Committee looks to set fixed remuneration, as shown above, at a level appropriate given the responsibilities and in line with the market for financial services businesses in the City of London. The variable remuneration is structured in order to provide a reward for individual performance in line with the Company’s objectives. Any new executive Director’s remuneration package would contain a fixed salary, in line with that set out above, together with an entitlement to participate in the bonus scheme as set out above on the same basis as is set out above. The maximum level of variable remuneration which may be granted would be equal to the maximum bonus set out above. Policy on payment for loss of office The Company’s policy is that notice periods for loss of office for the CEO of the Company should be of six months’ duration. It is also the Company’s policy that no payment should be made for loss of office, save for any remuneration in respect of any notice period, and that should be paid during any notice period, and shall be subject to reduction in the event of the Director gaining alternative employment. Any bonuses to which any Directors of the Company may be entitled or entitled to participate in will be subject to their being an employee at the time payment falls due, and no payment will be made in the event of prior loss of office. REPORT & ACCOUNTS 2017 37 Report on Directors’ Remuneration AUDITED SECTION Annual Report The remuneration of the Directors for the year ended 30 September 2017 was as follows: Salary & Fees Bonus Taxable Benefits Total Remuneration 2017 £000 2016 £000 2017 £000 2016 £000 2017 £000 2016 £000 2017 £000 2016 £000 Non-executive Directors AJ Adcock PD Gadd RDC Henderson 79 32 32 79 32 32 Fees sub-total 143 143 Executive Director JWM Barlow Total 177 320 173 316 79 32 32 79 32 32 143 143 8 8 8 8 185 328 181 324 Directors’ Interests The Company does not have any requirement or guidelines for any Director to own shares in the Company. The interests of the Directors of the Company, including their connected persons, in securities of the Company as at 30 September 2017 and as at 1 December 2017 are as follows: Directors’ Interests Type of holding Mr AJ Adcock Mr RDC Henderson Mr PD Gadd Mr JWM Barlow Beneficial Beneficial Beneficial Beneficial No of fully paid ordinary 0.1p shares 30 September 2017 1 December 2017 50,000 24,700 54,224 50,000 24,700 54,224 692,083 692,083 Non-beneficial 2,828,251 2,828,251 Mr JWM Barlow’s taxable benefits relate to healthcare costs (he receives no pension contributions). Directors’ fees were set at £78,750 per annum for the Chairman and £28,350 basic, per annum, for each of the other non-executive Directors. In addition there is a £3,150 per annum supplement for the Chairman of each of the Audit and Remuneration Committees. With effect from 1 October 2017, the non-executive Directors’ fees will be amended as follows: • The fees payable to the chairman will be £65,000 per annum; • The fees payable to each of the other non-executive Directors will be £31,500 per annum; • The additional fees payable to the chairs of the audit and remuneration committees will be £3,500 per annum. There have been no payments to past Directors during the financial year ended 30 September 2017, whether for loss of office or otherwise. Scheme interests awarded during financial year The Company no longer operates any share incentive schemes. NON AUDITED SECTION Performance Set out below is a graph showing the total shareholder return attributable to the ordinary shares in the Company in respect of the nine financial years ended 30 September 2017 and to a hypothetical portfolio constructed according to a benchmark equity index, calculated as 70% FTSE All-Share Index and 30% FTSE World ex UK Index (Sterling). Although the Company abandoned this as an overall benchmark in 2010 it remains as the comparator for the purpose of this graph as it was the benchmark at the start of the period and it includes a weighting to overseas assets suitable in respect of the Company’s assets. Total Shareholder Return v Benchmark for the 9 years ended 30 September 2017 240% 220% 200% 180% 160% 140% 120% 100% 80% 60% 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Share Price k Benchmar 38 MAJEDIE INVESTMENTS PLC Remuneration of the Director undertaking the role of Chief Executive Officer The table below sets out the remuneration of the Director of the Company who fulfils a role most closely corresponding to that of chief executive officer (CEO) over the preceding nine financial years: Director undertaking role of CEO Total remuneration Year ended 30 Sep 2017 Mr JWM Barlow £187,000 30 Sep 2016 Mr JWM Barlow £180,559 30 Sep 2015 Mr JWM Barlow £215,649 30 Sep 2014 Mr JWM Barlow £153,358 30 Sep 2013 Mr JWM Barlow £143,531 30 Sep 2012 Mr JWM Barlow £166,640 30 Sep 2011 Mr GP Aherne 30 Sep 2010 Mr GP Aherne 30 Sep 2009 Mr GP Aherne £185,040 £260,000 £147,000 Current year variable remuneration awarded vrs maximum potential value Prior year or future year awards vested vrs maximum potential value 0% 0% 44%* 0% 0% 0% 0% 100% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% * Reflects the £40,000 bonus as against the maximum bonus potential of £90,000. The table below sets out the changes in the disclosed elements of the remuneration of the Director undertaking the role of CEO as compared to employees of the Group: Year ended Fixed remuneration Benefits Variable remuneration CEO Staff CEO Staff CEO Staff 30 September 2017 +2.5% +5.9% +9.7% +9.7% 0.0% 100.0% Notes 1. The change in the CEO’s fixed remuneration reflects the salary increase as detailed in last year’s report. Average staff fixed remuneration has increased, reflecting cost of living increases, market movements and maternity cover arrangements. Given the small number of staff the impact in monetary terms is small. 2. The percentage increase in benefits shown includes the increased costs by the relevant providers, including tax increases. As is the case with fixed remuneration the actual increase in monetary terms is small. 3. There was a small bonus paid to a member of staff in the year. External appointments The Board supports any Executive Director taking up appointments outside the Company, to broaden their knowledge and experience, from which they may retain any fee. External appointments are subject to agreement and reported to the Board. Any external appointment must not conflict with the Director’s duties and commitments to the Company. During the year Mr JWM Barlow was a non-executive director of Strategic Equity Capital PLC for which he received fees of £24,000. Relative importance of spend on pay The table below sets out, in respect of the financial year ended 30 September 2017 and the preceding financial year: a) the actual administration expenses expenditure of the Company; b) the remuneration paid to or receivable by all members of the Company; c) the distributions made to shareholders by way of dividend or share buyback. £’000 6 5 4 3 2 1 0 2017 2016 Admin expenses Total staff remuneration Dividends REPORT & ACCOUNTS 2017 39 Report on Directors’ Remuneration Basis of preparation This report has been prepared in accordance with the requirements of Schedule 8 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended, as required by the Companies Act 2006. The report also meets the relevant requirements of the Listing Rules of the Financial Conduct Authority and describes how the Board has applied the principles relating to the Directors’ remuneration. The Report on Directors’ Remuneration on pages 34 to 40 was approved by the Board on 4 December 2017. On behalf of the Board PD Gadd Chairman of the Remuneration Committee 4 December 2017 Statement of implementation of Remuneration Policy in respect of the financial year ending 30 September 2018 Non-Executive Directors The Remuneration Committee will review Directors’ fees during the financial year, but does not expect to recommend any change in the absence of unforeseen circumstances. CEO The Remuneration Committee intends to review the salary of the CEO in light of prevailing market conditions. It intends to operate Mr JWM Barlow’s bonus scheme in accordance with its terms as set out in the Remuneration Policy. Consideration by the Directors of remuneration During the financial year, the members of the Remuneration Committee were Mr PD Gadd (chair), Mr AJ Adcock and Mr RDC Henderson. No person provided services or advice to the Remuneration Committee which materially assisted the committee. Statement of voting at General Meeting At the Annual General Meeting of the Company held on 18 January 2017, a resolution was proposed by the Company to approve the Report on Directors’ Remuneration for the year ended 30 September 2016. For this resolution 99.93% of the votes cast were in favour with 0.07% against and 0.0% of the votes being withheld. At the Annual General Meeting of the Company held on 15 January 2015, a resolution was proposed by the Company to approve the revised Directors’ Remuneration Policy. For this resolution 97.7% of the votes cast were in favour with 2.3% against and 0.0% of the votes being withheld. 40 MAJEDIE INVESTMENTS PLC Statement of Directors’ Responsibilities The Directors are responsible for preparing the Annual Report and the Group financial statements in accordance with applicable United Kingdom law and those IFRS as adopted by the European Union. Under Company Law the Directors must not approve the Group financial statements unless they are satisfied that they present fairly the financial position, financial performance and cash flows of the Group for that period. In preparing the Group financial statements the Directors are required to: • select suitable accounting policies in accordance with IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors and then apply them consistently; • present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; • provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Group’s financial position and financial performance; Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, a Corporate Governance Statement, a Directors’ Remuneration Report and a Directors’ Report that comply with that law and those regulations. The Directors of the Company, whose names are shown on page 17 of this Report, each confirm to the best of their knowledge that: • the financial statements, which have been prepared in accordance with applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group; • the Annual Report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces; and • they consider that the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s performance, business model and strategy. • state that the Group has complied with IFRS, subject to any material departures disclosed and explained in the financial statements; By order of the Board • make judgements and estimates that are reasonable and prudent; and • state that the Annual Report, taken as a whole, is fair, balanced and understandable and provides sufficient information to allow shareholders to assess the Group’s performance. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the Group financial statements comply with the Companies Act 2006 and Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Andrew J Adcock Chairman 4 December 2017 REPORT & ACCOUNTS 2017 41 Report of the Depositary Report of the Depositary to the shareholders of Majedie Investments PLC Depositary’s responsibilities The Depositary is responsible for the safekeeping of all custodial assets of the Company, for verifying and maintaining a record of all other assets of the Company and for the collection of income that arises from those assets. It is the duty of the Depositary to take reasonable care to ensure that the Company is managed in accordance with the Alternative Investment Fund Managers Directive (AIFMD), the FUND Sourcebook and the Company’s Instrument of Incorporation, in relation to the calculation of the net asset value per share and the application of income of the Company. The Depositary also has a duty to monitor the Company’s compliance with investment restrictions and leverage limits set in its offering documents. Report of the Depositary to the shareholders of Majedie Investments PLC for the year ended 30 September 2017. Having carried out such procedures as we consider necessary to discharge our responsibilities as Depositary of the Company, it is our opinion, based on the information available to us and the explanations provided, that in all material respects the Company, acting through the AIFM has been managed in accordance with AIFMD, the FUND sourcebook, the Instrument of Incorporation of the Company in relation to the calculation of the net asset value per share, the application of income of the Company; and with investment restrictions and leverage limits set in its offering documents. For and on behalf of BNY Mellon Trust & Depositary (UK) Limited 160 Queen Victoria Street London EC4V 4LA 42 MAJEDIE INVESTMENTS PLC Report of the Independent Auditor Independent Auditor’s Report to the Members of Majedie Investments PLC Opinion on financial statements In our opinion: • Majedie Investments PLC’s Group financial statements and Parent company financial statements (the “financial statements”) give a true and fair view of the state of the group’s and of the parent company’s affairs as at 30 September 2017 and of the group’s profit for the year then ended; • the financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; • the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union as applied in accordance with the provisions of the Companies Act 2006; and • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006, and, as regards the group financial statements, Article 4 of the IAS Regulation. We have audited the financial statements of Majedie Investments PLC which comprise: Group Parent company Consolidated Statement of Financial Position as at 30 September 2017 Consolidated Statement of Comprehensive Income for the year ended 30 September 2017 Consolidated Statement of Changes in Equity for the year ended 30 September 2017 Statement of Financial Position as at 30 September 2017 Statement of Changes in Equity for the year ended 30 September 2017 Statement of Cash Flows for the year ended 30 September 2017 Consolidated Statement of Cash Flows for the year ended 30 September 2017 Related notes 1 to 27 to the financial statements including a summary of significant accounting policies Related notes 1 to 27 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 Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006. REPORT & ACCOUNTS 2017 43 Report of the Independent Auditor Independent Auditor’s Report to the Members of Majedie Investments PLC • the directors’ statement set out on page 24 in the financial statements about whether they considered it appropriate to adopt the going concern basis of accounting in preparing them, and their identification of any material uncertainties to the entity’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements • whether the directors’ statement in relation to going concern required under the Listing Rules in accordance with Listing Rule 9.8.6R(3) is materially inconsistent with our knowledge obtained in the audit; or • the directors’ explanation set out on pages 23 to 24 in the annual report as to how they have assessed the prospects of the entity, over what period they have done so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that the entity will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions. 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 below. We are independent of the Group and Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Conclusions relating to principal risks, going concern and viability statement We have nothing to report in respect of the following information in the annual report, in relation to which the ISAs(UK) require us to report to you whether we have anything material to add or draw attention to: • the disclosures in the annual report set out on pages 15 to 16 that describe the principal risks and explain how they are being managed or mitigated; • the directors’ confirmation set out on page 41 in the annual report that they have carried out a robust assessment of the principal risks facing the entity, including those that would threaten its business model, future performance, solvency or liquidity; Overview of our audit approach Group Parent company Key audit matters • Valuation of the investment in Majedie Asset Management (“MAM”) • Incomplete or inaccurate income recognition • Valuation and existence of investments (excluding MAM) • • We performed an audit of the financial statements of Majedie Investments PLC in accordance with applicable law and International Standards on Auditing (UK). Overall Group materiality of £1.8m (2016: £1.7m) which represents 1% (2016: 1%) of net assets. Audit scope Materiality 44 MAJEDIE INVESTMENTS PLC Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters. Key observations communicated to Audit Committee In reviewing the valuation of the investment in MAM our valuations team considered the appropriateness of the earnings multiples applied by management to the Company’s profits and benchmarked these to comparable publically available data. Based on the work performed by our valuations specialists we concluded that the valuation was within a reasonable range. Risk Our response to the risk Valuation of the investment in Majedie Asset Management (“MAM”) (2017: £61.5m, 2016: £57.1m) Refer to the Audit Committee Report (page 32); Accounting policies (page 59); and Note 13 of the Consolidated Financial Statements (page 75). The investment in Majedie Asset Management Limited (‘MAM’) is an unquoted investment and, accordingly, the valuation of this investment is judgemental giving rise to a greater risk that the valuation of the investment is materially misstated. The incorrect valuation of MAM could have a significant impact on the return generated for shareholders. • We reviewed the basis for determining the fair value of the investment in MAM and considered the appropriateness of the valuation methodology. We consulted with our specialist valuations team in respect of this. • With reference to the shareholder agreement we checked any restrictions on the sale of the Company’s stake in MAM and considered the impact of these restrictions on the fair value as defined by IFRS 13. • We agreed inputs into the valuation model to source documentation and re-performed the calculations prepared by management in order to confirm the arithmetical accuracy. • We confirmed that the valuation had been calculated in accordance with the methodology set out in the shareholder agreement. • We considered whether or not the assumptions on which the fair value measurements are based, individually or taken as a whole, are within a reasonable range and this included comparing valuation multiples and key financial data against those of comparable companies. REPORT & ACCOUNTS 2017 45 Report of the Independent Auditor Independent Auditor’s Report to the Members of Majedie Investments PLC Risk Our response to the risk Key observations communicated to Audit Committee • We agreed a sample of dividends received to an independent source and bank statements. Based on the work performed we have no matters to report to the Audit Committee. • We agreed the dividends from MAM to minutes of MAM board meetings and agreed the receipt to bank statements. • We noted that the total value of special dividends (£41k) was less than our testing threshold. Accordingly no further testing was performed in this area. • We agreed a sample of dividends declared by investee companies to income recognised during the year and considered for this sample whether or not the dividends declared were special dividends and whether they had been correctly classified as either revenue or capital items. • We agreed a sample of accrued dividends to an independent source and to post year-end bank statements. Incomplete or inaccurate income recognition (2017: £7.4m, 2016: £6.4m) Refer to the Audit Committee Report (page 32); Accounting policies (page 59); and Note 3 of the Financial Statements (page 63) Income is comprised of dividends receivable from the investment portfolio. There is a risk of incomplete or inaccurate income recognition through failure to recognise proper income entitlements or apply appropriate accounting treatment. Special dividends represent dividends paid by investee companies that are additional to the normal or expected dividend cycle for that company. In accordance with the AIC SORP, special dividends can be included within either the capital or revenue columns of the Income Statement, depending on the commercial circumstances behind the payments. As such, there is a manual and judgemental element in allocating special dividends between revenue and capital, accordingly there is a fraud risk that revenue is incorrectly categorised. 46 MAJEDIE INVESTMENTS PLC Key observations communicated to Audit Committee Based on the work performed we have no matters to report to the Audit Committee. Risk Our response to the risk Valuation and existence of investments (excluding MAM) (2017: £152m, 2016: £144m). The portfolio of investments (excluding MAM) is classified as following in the fair value hierarchy table; level 1 (£56m), level 2 (£96m) and level 3 (£142k) Refer to the Audit Committee Report (pages 32 to 33); Accounting policies (pages 58 to 62); and Note 13 of the Consolidated Financial Statements (pages 70 to 71). The incorrect valuation or the incorrect title to the company’s investment portfolio could have a significant impact on the net asset value of the Company • We have independently valued 100% of the level 1 and 2 investment prices and exchange rates used in the portfolio to the pricing of investments. • We have reviewed the pricing exception reports and investigated any differences. • We assessed the liquidity of the investment portfolio and confirmed the appropriateness of the fair value hierarchy disclosures. • We reviewed the investment portfolio to identify any investments valued at nil and considered the appropriateness of these valuations. • We reviewed management’s assessment of the valuation of the level 3 investments and considered whether there was any evidence to suggest that there should be a material write up in the valuation of these investments • We obtained confirmation from the custodian of all securities held at the year-end (including MAM) and agreed all securities held from the Company’s records to those of the custodians. • We obtained confirmation from the depositary of the investments held together with a copy of the Depositary’s Report for the year ended 30 September 2017. • We performed a 3 way reconciliation of the Company’s record to those of the custodian and depositary. • We reviewed management's classification of investments between level 1, 2 and 3 and considered the accuracy of the related financial statements disclosures REPORT & ACCOUNTS 2017 47 Report of the Independent Auditor Independent Auditor’s Report to the Members of Majedie Investments PLC The scope of our audit Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for each entity within the Group. Taken together, this enables us to form an opinion on the consolidated financial statements. We take into account size, risk profile, the organisation of the group and effectiveness of group-wide controls, changes in the business environment and other factors when assessing the level of work to be performed at each entity. All audit work performed for the purposes of the audit was undertaken by the Group audit team. Our application of materiality We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit and in forming our audit opinion. Materiality The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures. We determined materiality for the Group to be £1.8m (2016: £1.7m), which is 1% of net assets. We have derived our materiality calculation based on a proportion of net assets as we consider it to be the most important financial metric on which shareholders would judge the performance of the Group. Performance materiality The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality. On the basis of our risk assessments, together with our assessment of the Group’s overall control environment, our judgement was that performance materiality was 75% (2016: 75%) of our planning materiality, namely £1.34m (2016: £1.27m). Our objective in adopting this approach was to ensure that total undetected and uncorrected audit differences in all accounts did not exceed our planning materiality level. Given the importance of the distinction between revenue and capital for the Group we have also applied a separate testing threshold of £299k (2016: £248k) for the revenue column of the Income Statement, being 5% (2016: 5%) of the Return on ordinary activities before taxation. Reporting threshold An amount below which identified misstatements are considered as being clearly trivial. We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of £89k (2016: £85k), which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other relevant qualitative considerations in forming our opinion. Other information The other information comprises the information included in the Annual report set out on pages 1 to 41 including the Introduction set out on pages 1 to 3, the Strategic report set out on pages 4 to 16 and the Governance section set out on pages 25 to 29, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact. 48 MAJEDIE INVESTMENTS PLC We have nothing to report in this regard. In this context, we also have nothing to report in regard to our responsibility to specifically address the following items in the other information and to report as uncorrected material misstatements of the other information where we conclude that those items meet the following conditions: • Fair, balanced and understandable set out on page 41 – the statement given by the directors that they consider the annual report and financial statements taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the group’s performance, business model and strategy, is materially inconsistent with our knowledge obtained in the audit; or • Audit Committee reporting set out on page 32 – the section describing the work of the Audit Committee does not appropriately address matters communicated by us to the Audit Committee; or • Directors’ statement of compliance with the UK Corporate Governance Code set out on page 25 – the parts of the directors’ statement required under the Listing Rules relating to the company’s compliance with the UK Corporate Governance Code containing provisions specified for review by the auditor in accordance with Listing Rule 9.8.10R(2) do not properly disclose a departure from a relevant provision of the UK Corporate Governance Code. Opinions on other matters prescribed by the Companies Act 2006 In our opinion, the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. In our opinion, based on the work undertaken in the course of the audit: • the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; • the strategic report and the directors' report have been prepared in accordance with legal requirements; • the information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Rules and Transparency Rules sourcebook made by the Financial Conduct Authority (the FCA Rules), is consistent with the financial statements and has been prepared in accordance with applicable legal requirements; and • information about the company’s corporate governance code and practices and about its administrative, management and supervisory bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules. Matters on which we are required to report by exception In the light of the knowledge and understanding of the group and the parent 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; or • the information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 of the FCA Rules We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report if, in our opinion: • adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or • the parent 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 REPORT & ACCOUNTS 2017 49 Report of the Independent Auditor Independent Auditor’s Report to the Members of Majedie Investments PLC • a Corporate Governance Statement has not been Our approach was as follows: prepared by the company Responsibilities of directors As explained more fully in the directors’ responsibilities statement set out on page 41, the directors are responsible for the preparation of the financial statements and for being satisfied that give a true and fair view in accordance, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, is the directors are responsible for assessing the Group and 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 management either intends to liquidate the Group or the Company or to cease operations, or has 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. The objectives of our audit, in respect to fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. • We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that the most significant are the Companies Act 2006, the Listing Rules, the UK Corporate Governance Code and section 1158 of the Corporation Tax Act 2010. • We understood how the Group is complying with those frameworks through discussions with the Audit Committee and Company Secretary and review of the Group’s documented policies and procedures. • Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved review of the reporting to the Directors with respect to the application of the documented policies and procedures and review of the financial statements to ensure compliance with the reporting requirements of the Group. • We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur by considering the key risks impacting the financial statements. We identified a fraud risk with respect to the recognition of special dividends. Further discussion of our approach is set out in the section on key audit matters above. This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at https://www.frc.org.uk/ auditorsresponsibilities. This description forms part of our auditor’s report. 50 MAJEDIE INVESTMENTS PLC Other matters we are required to address • Following the recommendation of the Audit Committee, we were appointed as auditors by the Audit Committee on 18 January 2008. The period of total uninterrupted engagement including previous renewals and reappointments is 10 years, covering the years ended 2008 to 2017. • The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group and we remain independent of the Group in conducting the audit. • The audit opinion is consistent with the additional report to the Audit Committee. Sarah William (Senior statutory auditor) For and on behalf of Ernst & Young LLP, Statutory Auditor London 4 December 2017 Notes: 1. The maintenance and integrity of the Majedie Investments PLC website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website. 2. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. REPORT & ACCOUNTS 2017 51 Consolidated Statement of Comprehensive Income for the year ended 30 September 2017 Revenue return £000 Notes 2017 Capital return £000 Total £000 Revenue return £000 2016 Capital return £000 Total £000 Group and Company Investments Gains on investments at fair value through profit or loss 13 14,680 14,680 14,680 14,680 21,919 21,919 21,919 21,919 Net Investment Result Income Income from investments Other income Total income Expenses Management fees Performance fees Administration expenses Return before finance costs and taxation Finance costs Net return before taxation Taxation 3 3 4 4 5 8 9 7,414 49 7,463 (122) (673) 7,414 49 7,463 6,433 47 6,480 6,433 47 6,480 (364) (4) (650) (486) (4) (1,323) (109) (325) (434) (712) (779) (1,491) 6,668 13,662 20,330 5,659 20,815 26,474 (704) (2,112) (2,816) (703) (2,110) (2,813) 11,550 5,964 (13) 17,514 (13) 18,705 4,956 (17) 23,661 (17) Net return after taxation for the year from continuing operations 5,951 11,550 17,501 4,939 18,705 23,644 Discontinued operations Net return for the year from discontinued operations Total comprehensive income for the year Return per Ordinary Share Basic for continuing operations Basic for discontinued operations Basic total 15 11 11 11 5,951 11,550 17,501 4,939 18,705 23,644 pence 11.1 pence 21.6 pence 32.7 pence 9.3 pence 35.0 pence 44.3 11.1 21.6 32.7 9.3 35.0 44.3 The total column of this statement is the Consolidated Statement of Comprehensive Income of the Group prepared in accordance with IFRS as adopted by the European Union. The supplementary revenue return and capital return columns are prepared under guidance published by the AIC. All amounts relate to continuing operations. The notes on pages 57 to 88 form part of these accounts. 52 MAJEDIE INVESTMENTS PLC Company Statement of Comprehensive Income for the year ended 30 September 2017 Revenue return £000 Notes 2017 Capital return £000 Total £000 Revenue return £000 2016 Capital return £000 Total £000 Group and Company Investments Gains on investments at fair value through profit and loss 13 Net Investment Result Income Income from investments Other income Total income Expenses Management fees Performance fees Administration expenses Return before finance costs and taxation Finance costs Net Return before taxation Taxation Net Return after taxation for the year 3 3 4 4 5 8 9 14,680 14,680 14,680 14,680 21,919 21,919 21,919 21,919 7,414 49 7,463 (122) (673) 7,414 49 7,463 6,433 47 6,480 6,433 47 6,480 (364) (4) (650) (486) (4) (1,323) (109) (325) (434) (712) (779) (1,491) 6,668 13,662 20,330 5,659 20,815 26,474 (704) (2,112) (2,816) (703) (2,110) (2,813) 11,550 5,964 (13) 17,514 (13) 18,705 4,956 (17) 23,661 (17) 5,951 11,550 17,501 4,939 18,705 23,644 Return per Ordinary Share Basic 11 pence 11.1 pence 21.6 pence 32.7 pence 9.3 pence 35.0 pence 44.3 The total column of this statement is the Statement of Comprehensive Income of the Company prepared in accordance with IFRS as adopted by the European Union. The supplementary revenue return and capital return columns are prepared under guidance published by the AIC. All amounts relate to continuing operations. The notes on pages 57 to 88 form part of these accounts. REPORT & ACCOUNTS 2017 53 Consolidated and Company Statement of Changes in Equity for the year ended 30 September 2017 Group Notes Year ended 30 September 2017 Share capital £000 Share premium £000 Capital redemption reserve £000 Capital reserve £000 Retained earnings £000 Total £000 As at 1 October 2016 5,344 3,054 56 141,648 19,884 169,986 Net return for the year from continuing operations Dividends declared and paid in year 10 11,550 5,951 17,501 (4,943) (4,943) As at 30 September 2017 5,344 3,054 56 153,198 20,892 182,544 Company Year ended 30 September 2017 As at 1 October 2016 Net return for the year Dividends declared and paid in year 10 5,344 3,054 56 137,949 23,583 169,986 11,550 5,951 17,501 (4,943) (4,943) As at 30 September 2017 5,344 3,054 56 149,499 24,591 182,544 Group Year Ended 30 September 2016 As at 1 October 2015 5,313 2,280 56 122,943 19,215 149,807 Net return for the year from continuing operations Net return for the year from discontinued operations Share issue Share issue expenses Dividends declared and paid in year As at 30 September 2016 Company Year Ended 30 September 2016 As at 1 October 2015 Net return for the year Share issue Share issue expenses Dividends declared and paid in year 15 19 19 10 19 19 10 18,705 4,939 23,644 31 775 (1) 806 (1) (4,270) (4,270) 5,344 3,054 56 141,648 19,884 169,986 5,313 2,280 56 119,244 22,914 149,807 31 775 (1) 18,705 4,939 23,644 806 (1) (4,270) (4,270) As at 30 September 2016 5,344 3,054 56 137,949 23,583 169,986 The notes on pages 57 to 88 form part of these accounts. 54 MAJEDIE INVESTMENTS PLC Consolidated and Company Balance Sheet as at 30 September 2017 Non-current assets Property and equipment Investments at fair value through profit or loss Investment in Subsidiary Current assets Trade and other receivables Cash and cash equivalents Total assets Current liabilities Trade and other payables Notes 12 13 14 16 17 Group 2017 £000 Company 2017 £000 Group 2016 £000 50 213,748 50 213,748 52 201,359 Company 2016 £000 52 201,359 162 213,798 213,798 201,411 201,573 228 3,566 3,794 228 3,566 3,794 356 3,467 3,823 356 3,467 3,823 217,592 217,592 205,234 205,396 18 (1,085) (1,085) (1,317) (1,479) Total assets less current liabilities 216,507 216,507 203,917 203,917 Non-current liabilities Debentures Total liabilities Net assets Represented by: Ordinary share capital Share premium account Capital redemption reserve Capital reserve Revenue reserve Equity Shareholders’ Funds Net asset value per share Basic 18 (33,963) (33,963) (33,931) (33,931) (35,048) (35,048) (35,248) (35,410) 182,544 182,544 169,986 169,986 19 20 21 5,344 3,054 56 153,198 20,892 5,344 3,054 56 149,499 24,591 5,344 3,054 56 141,648 19,884 5,344 3,054 56 137,949 23,583 182,544 182,544 169,986 169,986 pence 341.6 pence 341.6 pence 318.1 pence 318.1 Approved by the Board of Majedie Investments PLC (Company no. 109305) and authorised for issue on 4 December 2017. Andrew J Adcock Chairman The notes on pages 57 to 88 form part of these accounts. REPORT & ACCOUNTS 2017 55 Consolidated and Company Cash Flow Statement for the year ended 30 September 2017 Group 2017 £000 Company 2017 £000 Group 2016 £000 Company 2016 £000 Notes Net cash flow from operating activities Company net return before taxation* Consolidated net return before taxation from continuing operations* Consolidated net return before taxation from discontinued operations Adjustments for: Gains on investments Gains on investments relating to continuing operations Gains on investments relating to discontinued operations Accumulation dividends Depreciation Foreign exchange losses/(gains) Purchases of investments Sales of investments 13 13 15 Finance costs Operating cashflows before movements in working capital Increase/(decrease) in trade and other payables (Increase)/decrease in trade and other receivables Net cash inflow from operating activities before tax Tax recovered Tax on unfranked income 17,514 23,661 17,514 23,661 (14,680) (21,919) (14,680) (338) 25 (1) (26,043) 28,580 5,057 2,816 7,873 5 (46) 7,832 31 (15) (338) 25 (1) (26,043) 28,580 5,057 2,816 7,873 5 (46) 7,832 31 (15) (21,919) (329) 78 (10) (13,378) 15,838 3,941 2,813 6,754 (11) 146 6,889 2 (34) (329) 78 (10) (13,378) 15,838 3,941 2,813 6,754 151 241 7,146 2 (34) Net cash inflow from operating activities 7,848 7,848 6,857 7,114 Attributable to: Net cash inflow from operating activities from continuing operations Net cash inflow from operating activities from 7,848 6,857 discontinued operations Investing activities Purchase of tangible assets Net cash outflow from investing activities Financing activities Interest paid Dividends paid Net proceeds from share issues (23) (23) (23) (23) (66) (66) (66) (66) (2,783) (4,943) (2,783) (4,943) (2,783) (4,270) 1,192 (2,783) (4,270) 1,192 Net cash outflow from financing activities (7,726) (7,726) (5,861) (5,861) Increase/(Decrease) in cash and cash equivalents for the year Cash and cash equivalents at start of year Cash and cash equivalents at end of year 22 99 3,467 3,566 99 3,467 3,566 930 2,537 3,467 1,187 2,280 3,467 * Includes dividends received in the year of £7,040,000 (2016: £6,132,000) and interest received of £3,000 (2016: £1,000). The notes on pages 57 to 88 form part of these accounts. 56 MAJEDIE INVESTMENTS PLC Notes to the Accounts General Information Majedie Investments PLC is a company incorporated and domiciled in England under the Companies Act 2006. The Company is registered as a public limited company and is an investment company as defined by Section 833 of the Companies Act 2006. The address of the registered office is given on page 99. The nature of the Group’s operations and its principal activities are set out in the Business Review section of the Strategic Report on pages 12 to 16. Critical Accounting Assumptions and Judgements The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting assumptions. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas requiring a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are set out below. Assessment as investment entity Entities that meet the definition of an investment entity within IFRS 10 are required to measure their subsidiaries at fair value through profit or loss rather than consolidate them, unless their main purpose and activities are providing services that relate to the investment entity’s investment activities. The criteria which define an investment entity are as follows: • obtains funds from one or more investors for the purpose of providing those investors with investment services; • commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income or both; and • measures and evaluates the performance of substantially all of its investments on a fair value basis. The Board has agreed with the recommendation of the Audit Committee that the Company meets the definition of an investment entity. This conclusion will be reassessed on an annual basis, if any of these criteria or characteristics change. The Company’s subsidiary MPM, provided investment management services and is not itself an investment entity and as such is consolidated into the Group accounts. MPM was placed into liquidation on 5 January 2017 and was dissolved on 4 October 2017. Unquoted Investments Unquoted investments are valued at management’s best estimate of fair value in accordance with IFRS having regard to International Private Equity and Venture Capital Valuation Guidelines as recommended by the British Venture Capital Association. The principles which the Group applies are set out on page 61. The inputs into the valuation methodologies adopted include historical data such as earnings or cash flow as well as more subjective data such as earnings forecasts, discount rates and earnings multiples. As a result of this, the determination of fair value requires management judgement. At the year end, unquoted investments (including MAM, but excluding the MAM funds) represent 33.8% (2016: 33.7%) of consolidated shareholders’ funds. REPORT & ACCOUNTS 2017 57 Notes to the Accounts 1 Significant Accounting Policies The principal accounting policies adopted are set out as follows: The accounts on pages 52 to 56 comprise the audited results of the Company and its subsidiary for the year ended 30 September 2017, and are presented in pounds Sterling rounded to the nearest thousand, as this is the functional currency in which the Group and Company transactions are undertaken. Going Concern The Directors have a reasonable expectation that the Company has sufficient resources to continue in operational existence for a period of at least 12 months from the date that the financial statements were approved. Accordingly, the financial statements have been prepared on a going concern basis. Presentation of Statement of Comprehensive Income In order to reflect better 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 a revenue and capital nature has been presented alongside the Statement of Comprehensive Income. Additionally the net revenue is the measure that the Directors believe to be appropriate in assessing the Company’s compliance with certain requirements set out in section 1158 of the Corporation Tax Act 2010. Basis of Accounting The accounts of the Group and the Company have been prepared in accordance with IFRS. They comprise standards and interpretations approved by the International Accounting Standards Board and International Financial Reporting Committee, interpretations approved by the International Accounting Standards Committee that remain in effect, to the extent they have been adopted by the European Union. Where presentational guidance set out in the SORP regarding the financial statements of investment trust companies and venture capital trusts issued by the AIC in November 2014, and updated in January 2017, is not inconsistent with the requirements of IFRS, the Directors have sought to prepare the financial statements on a basis compliant with the recommendations of the SORP. Basis of Consolidation The Company is an investment entity as defined by IFRS 10 and, as such, does not consolidate the entities it controls unless they provide investment related services to the Company. Instead, interests in such entities are classified as fair value through profit or loss, and measured at fair value. The Consolidated Accounts incorporate the accounts of the Company and the entity controlled by the Company which provide investment related services made up to 30 September each year. An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The results of subsidiaries acquired or disposed of are included in the Consolidated Statement of Comprehensive Income from the effective date of acquisition or disposal as appropriate. All Group entities have the same year end date. Where necessary, adjustments are made to the financial statements of the subsidiary to bring the accounting policies used into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation. 58 MAJEDIE INVESTMENTS PLC 1 Significant Accounting Policies continued Standards Issued But Not Yet Effective At the date of authorisation of these financial statements, the following relevant Standards and Interpretations have not been applied in these financial statements since they were in issue but not yet effective and/or adopted: International Accounting Standards and Interpretations (IAS/IFRS/IFRICs) IAS 7 IFRS 9 IFRS 15 IFRS 16 Disclosure Initiative Amendments to IAS 7 Statement of Cash Flows Financial Instruments: Classification & Measurement Revenue from Contracts with Customers Leases Effective date 1 January 2017 1 January 2018 1 January 2018 1 January 2019 The Directors initial assessment is that it is not anticipated that the adoption of the above Standards and Interpretations would have a material impact on the financial statements in the period of initial application. In respect of IFRS 9 and IFRS 15 which will first be adopted by the Company during the year ended 30 September 2019, a detailed assessment of any quantitative impact of the adoption of these standards will be undertaken during the year ended 30 September 2018. Management anticipates that all of the relevant pronouncements will be adopted in the relevant accounting period in which the standard is effective. Foreign Currencies The individual financial statements of each Group entity are presented in the currency of the primary economic environment in which the entity operates, i.e. its functional currency. For the purpose of the consolidated financial statements, the results and financial position of each entity are expressed in Pounds Sterling (Sterling) which is the functional currency of the Company, and the presentational currency of the Group. Transactions in currencies other than Sterling are recorded at the rate of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary items and non-monetary assets and liabilities that are fair valued and are denominated in foreign currencies are re-translated at the rates prevailing on the balance sheet date. Income Dividend income from investments is taken to the revenue account on an ex-dividend basis. UK dividends are included net of tax credits. Overseas dividends are included gross of any withholding tax. Where the Company has elected to receive scrip dividends in the form of additional shares rather than in cash, the amount of the cash dividend foregone is recognised as income. Any excess in the value of the shares received over the amount of the cash dividend is recognised in the capital column. Special dividends are taken to the revenue or capital account depending on their nature. Deposit interest and other interest receivable is included on an accruals basis. Expenses All administrative expenses are accounted for on an accruals basis. In respect of the analysis between revenue and capital items presented within the Statement of Comprehensive Income, all expenses have been presented as revenue items except as follows: • • Expenses which are incidental to the acquisition or disposal of an investment are treated as capital costs and separately identified and disclosed (see note 13). Expenses are split and presented partly as capital items where a connection with the maintenance or enhancement of the value of the investments held can be demonstrated, and accordingly the investment management expenses have been allocated 75% to capital, in order to reflect the Directors’ expected long-term view of the nature of the investment returns of the Company. • The investment management performance fee, which is based on capital out-performance, is charged wholly to capital. REPORT & ACCOUNTS 2017 59 Notes to the Accounts 1 Significant Accounting Policies continued Pension Costs Payments made to the Group’s defined contribution group personal pension plan are charged as an expense as they fall due on an accruals basis. Finance Costs 75% of finance costs arising from the debenture stocks are allocated to capital; 25% of the finance costs are charged on the same basis to the revenue account. Premiums payable on early repurchase of debenture stock are charged 100% to capital. In addition, other interest payable is allocated 75% to capital and 25% to the revenue account. Finance costs are debited on an accruals basis using the effective interest method. Taxation The tax charge represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. In line with the recommendations of the SORP, the allocation method used to calculate tax relief on expenses presented against capital returns in the supplementary information in the Statement of Comprehensive Income is the marginal basis. Under this basis, if taxable income is capable of being offset entirely by expenses presented in the revenue return column of the Statement of Comprehensive Income, then no tax relief is transferred to the capital return column. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. No provision is made for tax on capital gains since the Company operates as an investment trust for tax purposes. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. Leasehold improvements are depreciated in equal annual instalments over the minimum period of the lease whereas depreciation for other tangible assets is provided for at 25% to 33% per annum using the straight-line method. Leasing Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Rentals payable under operating leases are charged to profit or loss on a straight-line basis over the term of the relevant lease. Financial Instruments Financial assets and financial liabilities are recognised on the Group’s Balance Sheet when the Group becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Investments Held at Fair Value Through Profit or Loss The Group classifies its investments in debt and equity securities as financial assets or financial liabilities at fair value through profit or loss, as defined by IAS 39. 60 MAJEDIE INVESTMENTS PLC 1 Significant Accounting Policies continued 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 either the bid price or the last traded price for listed securities, depending on the convention of the exchange on which the investment is quoted. Investments in unit trusts or open ended investment companies are valued at the closing price, the bid price or the single price as appropriate, released by the relevant investment manager. Fair values for unquoted investments, or investments for which the market is inactive, are established by using various valuation techniques in accordance with the International Private Equity and Venture Capital Valuation (IPEV) Guidelines. These may include recent arm’s length market transactions, the current fair value of another instrument which has substantially the same earnings multiples, discounted cash flow analysis and option pricing models. Where there is a valuation technique commonly used by market participants to price the instrument and that technique has been demonstrated to provide reliable estimates of prices obtained in actual market transactions, that technique is utilised. The fair value of an investment at the beginning of the year is used when an investment is transferred between hierarchy levels. Changes in the fair value of investments and gains on the sale of investments are recognised as they arise in the Statement of Comprehensive Income. Investment in Subsidiary In its separate financial statements the Company recognises its investment in its subsidiary at fair value. Trade Receivables Trade receivables do not carry any interest and are stated at carrying value which is reduced by appropriate allowances for estimated irrecoverable amounts. Cash and Cash Equivalents Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value. Non current liabilities The debentures are initially recognised at cost, being the fair value of the consideration received less issue costs where applicable. After initial recognition, all interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate. The effective interest rate is the rate that exactly discounts estimated future payments over the expected life of the financial liabilities to the net carrying amount on initial recognition. Trade Payables Trade payables are not interest bearing and are stated at carrying value. Capital Reserve Gains and losses on the sale of investments and investment holding gains and losses are accounted for in the Statement of Comprehensive Income and subsequently in the Capital Reserve. Additionally and as detailed on pages 59 and 60, finance costs and expenses are allocated to the Capital Reserve. REPORT & ACCOUNTS 2017 61 Notes to the Accounts 1 Significant Accounting Policies continued Share Premium Account Share premium account represents the excess over nominal value of consideration received for equity shares, net of expenses of the share issue. Revenue Reserve The net revenue return for the year is included in the Revenue Reserve along with dividends to shareholders (when they are paid or approved in general meetings). Dividends payable to shareholders Dividends to shareholders are accounted for in the period in which they are paid or approved in general meetings. Dividends payable to shareholders are recognised in the Statement of Changes in Equity. 2 Business segments For management purposes the Company and Group are organised into one principal activity, being investing activities, as detailed below: Investing activities The Company’s investment objective is to maximise total shareholder return whilst increasing dividends by more than the rate of inflation over the long term. The Company operates as an investment trust company and its portfolio contains investments in companies listed in a number of countries. Geographical information about the portfolio is provided on page 10 and exposure to different currencies is disclosed in note 25 on pages 79 to 80. 62 MAJEDIE INVESTMENTS PLC 3 Income Income from investments Franked investment income * Accumulation income Overseas dividends Other income Deposit interest Sundry income Total income Total income comprises: Dividends Interest Other income Income from investments Listed UK Listed overseas Unlisted – MAM funds Unlisted * Includes MAM Ordinary income of £4,142,000 (2016: £3,233,000) Group and Company 2017 £000 6,967 338 109 3 46 7,414 3 46 1,910 109 1,253 4,142 Group and Company 2016 £000 5,943 329 161 7,414 6,433 49 7,463 47 6,480 1 46 6,433 1 46 7,463 6,480 3,016 184 3,233 7,414 6,433 REPORT & ACCOUNTS 2017 63 Notes to the Accounts 4 Management Fees Investment management Performance Group and Company 2017 Revenue return £000 122 122 Capital return £000 364 4 368 Total £000 486 4 490 Group and Company 2016 Revenue return £000 109 Capital return £000 325 Total £000 434 109 325 434 The investment management fees are payable to MAM in accordance with an Investment Agreement. Further details on the terms of this Investment Agreement are given in the Directors’ Report on pages 21 to 22. The investment management fees charged and shown are only in respect of the investment in the MAM UK Equity Segregated Portfolio. Investment management fees in respect of the investments made in the other MAM funds are charged directly in the relevant fund and included in the relevant fund’s published net asset value price and hence form part of that investment’s valuation in the Company’s accounts. These costs are however included in the Company’s OCR calculation on page 2 on a best estimates basis. At 30 September 2017, an amount of £122,000 was outstanding for payment of investment management fees due to MAM on the MAM UK Equity Segregated Portfolio (2016: £115,000). Performance fees are also payable to MAM in respect of the investment in the MAM Tortoise fund, but not on any other MAM fund investment. The performance fees are calculated in accordance with the fund’s prospectus using an equalisation method. As these fees are individual to each investor they are charged to each investor and not the fund. The MAM Tortoise fund charges performance fees on the basis of its fund year and these fees are in respect of the fund year ended 30 September 2016. In accordance with the AIC SORP these fees are charged wholly to capital. There were no amounts outstanding as at 30 September 2017. 5 Administrative Expenses Staff costs – note 7 Other staff costs and Directors’ fees Advisers’ costs Information costs Establishment costs Operating lease rentals – premises Depreciation on tangible assets Auditor’s remuneration (see below) Relocation costs Other expenses Group and Company 2017 £000 Group and Company 2016 £000 451 185 315 124 30 60 25 43 89 414 178 352 93 56 79 78 34 72 135 1,322 1,491 A charge of £650,000 (2016: £779,000) to capital and an equivalent credit to revenue has been made in the Group and Company to recognise the accounting policy of 75% of direct investment administration expenses to capital. 64 MAJEDIE INVESTMENTS PLC 5 Administrative Expenses continued Total fees charged by the Auditor for the year, all of which were charged to revenue, comprised: Audit services – statutory audit Other audit related services Liquidation services Group and Company 2017 £000 33 1 9 Group and Company 2016 £000 33 1 43 34 Other audit related services relate to a review of the Company’s debenture covenant in 2017 and in 2016. 6 Directors’ Emoluments Fees Salary Other benefits Company 2017 £000 143 177 8 Company 2016 £000 143 173 8 328 324 The Report on Directors’ Remuneration on pages 34 to 40 explains the Company’s policy on remuneration for Directors for the year. It also provides further details of Directors’ remuneration. 7 Staff Costs including CEO Salaries and other payments Social security costs Pension contributions Average number of employees: Management and office staff Group and Company 2017 £000 370 50 31 Group 2017 Number Group and Company 2016 £000 341 45 28 451 414 Group 2016 Number 3 3 REPORT & ACCOUNTS 2017 65 Notes to the Accounts 8 Finance Costs Interest on 9.50% 2020 debenture stock Interest on 7.25% 2025 debenture stock Amortisation of issue expenses on the debenture stocks Group and Company 2017 Group and Company 2016 Revenue return £000 Capital return £000 Total £000 Revenue return £000 Capital return £000 Total £000 321 375 8 704 961 1,282 321 961 1,282 1,126 1,501 375 1,126 1,501 25 33 2,112 2,816 7 703 23 30 2,110 2,813 Further details of the debenture stocks in issue are provided in note 25 and note 27. 9 Taxation Analysis of tax charge Tax on overseas dividends Group and Company 2017 £000 13 Group and Company 2016 £000 17 Reconciliation of tax charge: The current taxation rate for the year is lower (2016: lower) than the standard rate of corporation tax in the UK of 19.5% (2016: 20.0%). The differences are explained below: Net return before taxation for the year from continuing operations Net return before taxation for the year from discontinued operations Group and Company 2017 £000 17,514 Group and Company 2016 £000 23,661 Net return before taxation 17,514 23,661 Taxation at UK Corporation Tax rate of 19.5% (2016: 20.0%) 3,414 4,732 Effects of: – UK dividends which are not taxable – foreign dividends which are not taxable – gains on investments which are not taxable – expenses which are not deductible for tax purposes – excess expenses for the current year – overseas taxation which is not recoverable (1,424) (21) (2,863) 12 882 13 (1,189) (37) (4,384) 23 855 17 Actual current tax charge 13 17 66 MAJEDIE INVESTMENTS PLC 9 Taxation continued Group After claiming relief against accrued income taxable on receipt, the Group has unrelieved excess expenses of £83,056,000 (2016: £78,499,000). It is not yet certain that the Group will generate sufficient taxable income in the future to utilise these expenses and therefore no deferred tax asset has been recognised. Company After claiming relief against accrued income taxable on receipt, the Company has unrelieved excess expenses of £83,028,000 (2016: £78,471,000). It is not yet certain that the Group will generate sufficient taxable income in the future to utilise these expenses and therefore no deferred tax asset has been recognised. The allocation of expenses to capital does not result in any tax effect. Due to the Company’s status as an approved investment trust, and the intention to continue meeting the required conditions in the foreseeable future, the Company has not provided for deferred tax on any capital gains and losses arising on the revaluation or disposal of its investments. 10 Dividends The following table summarises the amounts recognised as distributions to equity shareholders in the period: 2015 Final dividend of 5.00p paid on 27 January 2016 2016 Interim dividend of 3.00p paid on 24 June 2016 2016 Final dividend of 5.75p paid on 25 January 2017 2017 Interim dividend of 3.50p paid on 16 June 2017 Proposed final dividend for the year ended 30 September 2017 of 6.25p (2016: final dividend of 5.75p) per ordinary share Group and Company 2017 £000 3,073 1,870 2017 £000 3,340 Group and Company 2016 £000 2,667 1,603 4,943 4,270 2016 £000 3,073 3,340 3,073 The proposed final dividend has not been included as a liability in these accounts in accordance with IAS 10: Events after the Balance Sheet date. REPORT & ACCOUNTS 2017 67 Notes to the Accounts 10 Dividends continued Set out below is the total dividend to be paid in respect of the financial year. This is the basis on which the requirements of Section 1158 of the Corporation Tax Act 2010 are considered. Interim dividend for the year ended 30 September 2017 of 3.50p (2016:3.00p) per ordinary share. Final dividend for the year ended 30 September 2016 of 6.25p (2016:5.75p) per ordinary share. 2017 £000 1,870 3,340 2016 £000 1,603 3,073 5,210 4,676 Distributable reserves of the Company comprise the Capital and Revenue Reserves. Dividends for the year (and for 2016) have been solely made from the Revenue Reserve. 11 Return per Ordinary Share Basic return per ordinary share from continuing operations is based on 53,439,000 ordinary shares, being the weighted average number of shares in issue (2016: Basic return from continuing and discontinued operations of 53,366,070). Basic returns per ordinary share from continuing operations are based on the net return after taxation attributable to equity shareholders. (2016: Basic returns per ordinary share from continuing and discontinued operations are based on the net return after taxation attributable to equity shareholders). Basic revenue returns from continuing operations are based on net revenue after taxation of: Basic revenue returns from discontinued operations are based on net revenue after taxation of: Basic capital returns from continuing operations are based Group 2017 £000 5,951 Group 2016 £000 4,939 on net capital return of: 11,550 18,705 Basic capital returns from discontinued operations are based on net capital return of: Basic total returns are based on a return of: 17,501 23,644 Basic revenue returns are based on net revenue after taxation of: Basic capital returns are based on net capital return of: Company 2017 £000 5,951 11,550 Company 2016 £000 4,939 18,705 Basic total returns are based on a return of: 17,501 23,644 68 MAJEDIE INVESTMENTS PLC 12 Property and Equipment Cost: At 1 October 2016 Additions Disposals At 30 September 2017 Depreciation: At 1 October 2016 Charge for year Disposals At 30 September 2017 Net book value: At 30 September 2017 At 30 September 2016 Group and Company Leasehold Improvements £000 28 4 5 Group and Company Office Equipment £000 207 23 Total £000 235 23 28 230 258 179 20 183 25 9 19 24 199 31 28 208 50 52 REPORT & ACCOUNTS 2017 69 Notes to the Accounts 13 Investments at Fair Value Through Profit or Loss Group 2017 Group 2016 Opening cost at beginning of year Gains/(losses) at beginning of year Opening fair value at beginning of year Purchases at cost Sales – proceeds Gains on sales (Decrease)/increase in investment holding gains Transfer on delisting of shares* Unlisted (MAM Funds) £000 Listed £000 52,282 1,714 53,996 20,805 (24,085) 2,583 5,337 (4,348) 196 (7,593) 15,040 (79,897) 79,897 Unlisted £000 Total £000 Listed £000 Unlisted £000 Total £000 2,680 134,859 66,500 54,558 133,565 (4,348) 49,897 2,530 136,095 45,549 57,238 201,359 129,217 52,427 181,644 26,142 (28,433) 2,779 13,701 (15,905) 968 4,454 11,901 16,290 (150) 4,661 150 13,701 (15,905) 968 20,951 Closing fair value at end of year 55,934 96,122 61,692 213,748 144,121 57,238 201,359 Closing cost at end of year Gains at end of year 51,585 4,349 81,082 15,040 2,680 135,347 78,401 59,012 132,379 11,942 2,680 134,859 66,500 54,558 Closing fair value at end of year 55,934 96,122 61,692 213,748 144,121 57,238 201,359 Opening cost at beginning of year Gains/(losses) at beginning of year Opening fair value at beginning of year Purchases at cost Sales – proceeds Gains on sales (Decrease)/increase in investment holding gains Return of capital on liquidation of subsidiary Transfer on delisting of shares* Company 2017 Unlisted £000 2,680 54,558 57,238 4,454 Unlisted (MAM Funds) £000 5,337 (4,348) 196 15,040 Listed £000 52,282 1,714 53,996 20,805 (24,085) 2,583 (7,593) (79,897) 79,897 Closing fair value at end of year 55,934 96,122 61,692 Closing cost at end of year Gains at end of year 51,585 4,349 81,082 15,040 2,680 59,012 Closing fair value at end of year 55,934 96,122 61,692 Subsidiary company £000 Total £000 1,000 (838) 135,859 65,662 162 201,521 (838) 838 (162) 26,142 (28,433) 1,941 12,739 (162) 213,748 135,347 78,401 213,748 * During the year the MAM funds were delisted. This change has no impact on the pricing or liquidity of these funds (2016: Delisting of a realisation portfolio holding). 70 MAJEDIE INVESTMENTS PLC 13 Investments at Fair Value Through Profit or Loss continued Opening cost at beginning of year Adjustment to opening cost* (Losses)/gains at beginning of year Company 2016 Listed £000 133,565 (4,348) Unlisted £000 2,508 22 49,897 Subsidiary entities £000 1,000 (838) Total £000 137,073 22 44,711 Opening fair value at beginning of year 129,217 52,427 162 181,806 Purchases at cost Sales – proceeds Gains on sales (Decrease)/Increase in investment holding gains Transfer on delisting of shares 13,701 (15,905) 968 16,290 (150) 4,661 150 13,701 (15,905) 968 20,951 Closing fair value at end of year 144,121 57,238 162 201,521 Closing cost at end of year Gains/(losses) at end of year 132,379 11,942 2,680 54,558 1,000 (838) 135,859 65,662 Closing fair value at end of year 144,121 57,238 162 201,521 * The opening cost adjustment reflects a realignment of Group and Company costs in respect of the investment in MAM. Unlisted investments include an amount of £142,000 in 4 companies (2016: £118,000 in 3 companies) and £61,550,000 (2016: £57,120,000) for the Company’s investment in MAM as detailed on page 75. The increase in the number of unlisted holdings from 3 to 4 is due to a corporate action on an existing nil valued holding during the year resulting in a gain for the period. During the year the MAM Funds delisted and accordingly were re-classified as level 2 investments. Further details concerning the investments in the MAM Funds are shown on page 74. During the year the Company incurred transaction costs amounting to £127,000 (2016: £84,000), of which £107,000 (2016: £71,000) related to the purchase of investments and £20,000 (2016: £13,000) related to the sales of investments. These amounts are included in gains on investments at fair value through profit or loss, as disclosed in the Consolidated and Company Statement of Comprehensive Income. The composition of the investment return is analysed below: Net gains on sales of equity investments Increase in holding gains on equity Group 2017 £000 2,779 Group 2016 £000 968 Company 2017 £000 Company 2016 £000 1,941 968 investments 11,901 20,951 12,739 20,951 Net return on investments 14,680 21,919 14,680 21,919 REPORT & ACCOUNTS 2017 71 Notes to the Accounts 13 Investments at Fair Value Through Profit or Loss continued Fair value hierarchy disclosures The Company is required to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy consists of the following three levels: • Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities. An active market is a market in which transactions for the asset or liability occur with sufficient frequency and volume on an ongoing basis such that quoted prices reflect prices at which an orderly transaction would take place between market participants at the measurement date. Quoted prices provided by external pricing services, brokers and vendors are included in Level 1, if they reflect actual and regularly occurring market transactions on an arm’s length basis. • Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). Level 2 inputs include the following: • quoted prices for similar (i.e. not identical) assets in active markets. • • inputs other than quoted prices that are observable for the asset (e.g. interest rates and yield curves observable at commonly quoted intervals). inputs that are derived principally from, or corroborated by, observable market data by correlation or other means (market corroborated inputs). • Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs). The level in the fair value hierarchy within which an asset or liability is categorised is determined on the basis of the lowest level input that is significant to the fair value measurement of the asset. For this purpose, the significance of an input is assessed against the fair value measurement of an asset or liability in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair value measurement requires judgement, considering factors specific to the asset or liability. The determination of what constitutes ‘observable’ requires significant judgement by the Company. The Company considers observable data to be investments actively traded in organised financial markets. Fair value is generally determined by reference to stock exchange quoted market bid prices at the close of business on the balance sheet date, without adjustment for transaction costs necessary to realise the asset. 72 MAJEDIE INVESTMENTS PLC 13 Investments at Fair Value Through Profit or Loss continued The table below sets out fair value measurements of financial assets in accordance with the IFRS fair value hierarchy system: Group 2017 Group 2016 Level 1 £000 Level 2 £000 Level 3 £000 Total £000 Level 1 £000 Level 2 £000 Level 3 £000 Total £000 Financial assets held at fair value through profit or loss – equities and managed funds: Listed equity securities Listed equity securities (MAM Funds) Unlisted equity securities (MAM funds) Unlisted equity securities Financial assets held at fair value through profit or loss – equities and managed funds: Listed equity securities Listed equity securities (MAM Funds) Unlisted equity securities (MAM funds) Unlisted equity securities 55,934 55,934 53,996 90,125 53,996 90,125 96,122 61,692 96,122 61,692 57,238 57,238 55,934 96,122 61,692 213,748 144,121 57,238 201,359 Company 2017 Company 2016 Level 1 £000 Level 2 £000 Level 3 £000 Total £000 Level 1 £000 Level 2 £000 Level 3 £000 Total £000 55,934 55,934 53,996 90,125 53,996 90,125 96,122 61,692 96,122 61,692 57,400 57,400 55,934 96,122 61,692 213,748 144,121 57,400 201,521 Investments whose values are based on quoted market prices in active markets, and therefore are classified within Level 1, include active listed equities. The Company does not normally adjust the quoted price for these instruments (although it may invoke its fair value pricing policy in times of market disruption – this was not the case for 30 September 2017 or 2016). Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. As Level 2 investments include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect liquidity and/or non-transferability, which are generally based on available market information. During the year there were transfers of £90,125,000 (2016: £nil) from Level 1 to Level 2 for the MAM funds which delisted during the year. This change in classification has no impact on the pricing or liquidity of these funds. Investments classified within Level 3 have significant unobservable inputs. As observable prices are not available for these securities, the Company has used valuation techniques to derive the fair value. In respect of unquoted instruments, or where the market for a financial instrument is not active, fair value is established by using recognised valuation methodologies, in accordance with IPEV Valuation Guidelines. New investments are initially held at cost, for a limited period, then at the price of the most recent investment in the investee. This is in accordance with IPEV Guidelines as the cost of recent investments will generally provide a good indication of fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. REPORT & ACCOUNTS 2017 73 Notes to the Accounts 13 Investments at Fair Value Through Profit or Loss continued The following table presents the movement in Level 3 instruments for the year: Opening balance Transfers from Level 1 Total gains for the year included in the Statement of Group 2017 Total £000 Equity investments £000 57,238 57,238 Group 2016 Total £000 52,427 150 Equity investments £000 52,427 150 Comprehensive Income 4,454 4,454 4,661 4,661 61,692 61,692 57,238 57,238 Company 2017 Total £000 Equity investments £000 57,400 57,400 (162) (162) Company 2016 Total £000 52,589 150 Equity investments £000 52,589 150 Opening balance Transfers from Level 1 Return of capital on liquidation of subsidiary Total gains for the year included in the Statement of Comprehensive Income 4,454 4,454 4,661 4,661 61,692 61,692 57,400 57,400 Investments in Investment Funds The Company has a number of investments in investment funds managed by MAM. Details of those investments are: MAM Tortoise Fund MAM Income Fund MAM Global Equity Fund MAM Global Focus Fund MAM US Equity Fund MAM UK Smaller Companies Fund* 30 September 2017 30 September 2016 Investment Value £000 Proportion Held % Investment Value £000 Proportion Held % 35,485 17,119 21,812 7,677 8,251 5,779 2.5 1.9 45.0 4.6 3.8 1.0 32,382 19,752 18,735 6,617 7,326 5,312 3.2 2.2 45.1 31.9 4.2 1.3 * The MAM UK Smaller Companies Fund forms part of the MAM UK Equity Segregated Portfolio. The fees charged on these investments are disclosed in the material contracts section of the Directors’ Report on page 22. In addition, the total value of all investments managed by MAM at 30 September 2017 was £154.6 million (2016: £146.0 million). Further details on the investments in the MAM investment funds are contained in the Chief Executive’s Report on pages 6 to 11. 74 MAJEDIE INVESTMENTS PLC 13 Investments at Fair Value Through Profit or Loss continued Substantial Share Interests The Company has invested £15 million in the MAM Global Equity Fund (which has a fair value of £21.8m as at 30 September 2017). This is a substantial interest in that fund at 30 September 2017 (2016: MAM Global Equity Fund and MAM Global Focus Fund of £15 million and £5 million respectively). This holding is not assessed as a subsidiary or associate and is accounted for as an investment held at fair value through profit or loss, in accordance with IAS 39. Majedie Asset Management (MAM) MAM is a UK based asset management firm providing investment management and advisory services across a range of UK and global equity strategies. The carrying value of the investment in MAM is included in the Consolidated and Company Balance Sheet as part of investments held at fair value through profit or loss. Cost of investment Holding gains 2017 £000 540 61,010 2016 £000 540 56,580 Fair value of investment at 30 September 61,550 57,120 The carrying value is usually assessed and approved twice a year by the Directors following the relevant recommendation by the Audit Committee. The fair value calculation is formulaic, with the significant input in assessing the price (and hence carrying value), being the 3 year average earnings of MAM together with earnings multiples applied to those earnings, and the value of surplus cash held by MAM. A 5% increase/decrease in MAM’s earnings would result in an increase/decrease of 4.4% in the carrying value of MAM. In accordance with the revised shareholders’ agreement, the Company may sell a certain number of shares to the MAM Employee Benefit Trust at the relevant prescribed price (as calculated in accordance with the revised shareholders’ agreement). The Company sold no shares during the year, or in 2016. As at 30 September 2017, the Company holds 57,523 ordinary 0.1p shares representing a 16.8% shareholding in MAM (2016: 57,523 ordinary 0.1p shares representing a 16.7% shareholding). 14 Investment in Subsidiary Majedie Portfolio Management Limited (MPM) was dormant having not traded since June 2016. It was placed into liquidation on 5 January 2017 and was dissolved on 4 October 2017. 15 Discontinued operations There were no discontinued operations in the year. Discontinued operations shown relate to the closure of MPM, in 2016 as reported in last year’s accounts. These are shown as nil because in accordance with the provision of its services, MPM charged the Company a fee for managing the Majedie Share Plan on a cost recovery basis only (MPM did not receive any fees from investors). All expenses incurred by MPM were paid for by the Company and netted off against any management fees due. As such MPM did report a nil net return and all such revenues and expenses incurred by it were eliminated on consolidation. REPORT & ACCOUNTS 2017 75 Notes to the Accounts 16 Trade and Other Receivables Sales for future settlement Prepayments Dividends receivable Taxation recoverable Group and Company 2017 £000 44 75 60 49 Group and Company 2016 £000 191 47 42 76 228 356 The Directors consider that the carrying amounts of trade and other receivables approximates to their fair value. 17 Cash and Cash Equivalents Deposits at banks Other cash balances* Group and Company 2017 £000 2,900 666 Group and Company 2016 £000 2,857 610 3,566 3,467 * Other cash balances includes £666,000 (2016: £602,000) in relation to unclaimed dividends by shareholders. Such cash is held in a separate account by the Company’s registrar and is not available to the Company for general operations. 18 Trade and Other Payables Amounts falling due within one year: Purchases for future settlement Accrued expenses Amounts due to subsidiary undertakings Other creditors Group and Company 2017 £000 79 295 711 Group 2016 £000 318 300 699 Company 2016 £000 318 300 162 699 1,085 1,317 1,479 The Directors’ consider that the carrying amounts of trade and other payables approximates to their fair value. Amounts falling due after more than one year: £13.5m (2016: £13.5m) 9.50% 2020 debenture stock £20.7m (2016: £20.7m) 7.25% 2025 debenture stock Group and Company 2017 £000 13,459 20,504 Group and Company 2016 £000 13,445 20,486 33,963 33,931 Both debenture stocks are secured by a floating charge over the Company’s assets. Expenses associated with the issue of the debenture stocks were deducted from the gross proceeds at issue and are being amortised over the life of the debentures. Further details on interest and the amortisation of the issue expenses are provided in note 8, and in note 27 in respect of the redemption of the £13.5m 9.50% 2020 debenture stock. 76 MAJEDIE INVESTMENTS PLC 19 Ordinary Share Capital As at 1 October Ordinary 10p shares issued As at 30 September Number 53,439,000 Company 2017 £000 5,344 Number 53,133,000 306,000 Company 2016 £000 5,313 31 53,439,000 5,344 53,439,000 5,344 All shares are allotted fully paid up, and are of one class only. New ordinary shares can only be issued at a premium to the relevant NAV (with debt at par value). Ordinary shares carry one vote each on a poll. The Companies Act 2006 abolished the requirement for the Company to have authorised share capital. The Company adopted new Articles of Association on 20 January 2010 which, inter alia, reflected the new legislation. Accordingly the Company has no authorised share capital. The Directors will still be limited as to the number of shares they can allot at any one time as the Companies Act 2016 requires that Directors seek authority from the shareholders for the allotment of new shares. 20 Share Premium As at 1 October Ordinary 10p shares issued Issue costs As at 30 September 21 Net Asset Value Group and Company 2017 £000 3,054 Group and Company 2016 £000 2,280 775 (1) 3,054 3,054 The net asset value per share (Group and Company) has been calculated based on equity shareholders’ funds of £178,173,000 (2016: £169,986,000), and on 53,439,000 (2016: 53,439,000) ordinary shares, being the number of shares in issue at the year end. 22 Analysis of Changes in Net Debt Group and Company Cash at bank and other cash balances Debt due after one year At 30 September 2016 £000 3,467 (33,931) Cash Flows £000 99 Non Cash Items £000 (32) At 30 September 2017 £000 3,566 (33,963) (30,464) 99 (32) (30,397) REPORT & ACCOUNTS 2017 77 Notes to the Accounts 23 Operating Lease Commitments The Company operates in its premises by way of a sub-lease arrangement with a superior lease, which has three years remaining. The arrangement allows for participation in rent reviews etc as they occur. Following a rent review in the prior year the Company has an annual commitment of £60,000 under its sub-lease arrangement (2016:£60,000). This operating lease commitment is disclosed in the table below: Expiry Date Within one year Between one and two years Between two and three years Between three and four years Between four and five years 24 Financial Commitments Group 2017 £000 60 60 60 Group 2016 £000 60 60 60 60 180 240 At 30 September 2017 the Company had no financial commitments which had not been accrued for (2016: none). 25 Financial Instruments and Risk Profile As an investment trust the Company invests in securities for the long term in order to achieve its investment objective as stated on page 1. Accordingly the Company is a long term investor and it is the Board’s policy that no trading in investments or other financial instruments be undertaken. Given the nature of the Group, the risk management processes of the Company had primacy but are aligned with those of the Group as a whole. Therefore the disclosures in this note primarily reflect that of the Company but are shown separately where materially different to the Group position. Management of Market Risk Management of market risk is fundamental to the Company’s investment objective and the investment portfolio is regularly monitored to ensure an appropriate balance of risk and reward. Exposure to any one entity is monitored by the Board and the Investment Manager (MAM). The Board has complied with the investment policy requirement not to invest more than 15% of the total value of the Company’s gross assets, save that the Company can invest up to 25% of its gross assets in any single fund managed by MAM where the Board believes that the investment policy of such funds is consistent with the Company’s objective of spreading investment risk. From time to time the Company itself may seek to reduce or increase its exposure to equity markets and currencies by taking positions in index futures and/or options relating to one or more equity markets or currency forward contracts. There are no such positions as at 30 September 2017 or 2016. These instruments are used for the purpose of hedging some, or all, of the existing exposure with the Company’s investment portfolio to those particular currencies or equity markets, or to enable increased exposure when deemed appropriate, and with the specific approval of the Board. In addition, MAM as Investment Manager can utilise derivative instruments for efficient portfolio management and investment purposes as it sees fit. There have been no derivatives used in the MAM UK Equity Segregated Portfolio in the period (2016: none). Some MAM funds do use derivatives to meet their investment objectives. 78 MAJEDIE INVESTMENTS PLC 25 Financial Instruments and Risk Profile continued The Company’s financial instruments comprise its investment portfolio (see note 13), cash balances, debtors and creditors that arise directly from its operations such as sales and purchases awaiting settlement, accrued income, and the debenture loans used to partially finance its operations. In the pursuit of its investment objective, the Company is exposed to various risks which could cause short term variation in its net assets and which could result in both or either a reduction in its net assets or a reduction in the revenue profits available for distribution by way of dividend. The main risk exposures for the Company from its financial instruments are market risk (including currency risk, interest rate risk and other price risk), liquidity risk, concentration risk and credit risk. The Board does set the overall investment strategy and allocation and has in place various controls and limits and receives various reports in order to monitor the Company’s exposure to these risks. The risk management policies identified in this note have not change materially from the previous accounting period. Market Risk The principal risk in the management of the investment portfolio is market risk – i.e. the risk that values and future cashflows will fluctuate due to changes in market prices. Market risk is comprised of: • • foreign currency risk; and interest rate risk; and • other price risk i.e. movements in the value of investment portfolio holdings caused by factors other than interest rates or currency movements. These risks are taken into account when setting the investment policy or allocation and when making investment decisions. Foreign Currency Risk Exposure to foreign currency risk arises primarily and directly through investments in securities listed on overseas equity markets. A proportion of the net assets of the Company are denominated in currencies other than sterling, with the effect that the balance sheet and total return can be materially affected by currency movements. The Company’s exposure to foreign currencies through its investments in overseas securities as at 30 September 2017 was £6,787,000 (2016: Group and Company: £5,791,000 respectively). The Company’s investments in the MAM funds are in sterling denominated share classes. These share classes themselves are not hedged within the relevant MAM fund. The Company also has sterling denominated investments which may pay dividends in foreign currencies. Additionally the investment portfolio is subject to indirect foreign currency risk impacts by having investments in investee companies that whilst listed in the UK have global operations and as such are subject to currency impacts on their assets and revenues. It is not possible to accurately quantify these exposures and impacts. MAM, as Investment Manager, monitors the Company’s exposure to foreign currencies and the Directors receive regular reports on exposures. The Company is able to, though unlikely to, enter into forward currency contracts as a means of limiting or increasing its exposure to particular currencies. Such contracts can be used for the purpose of hedging an existing currency exposure of the Company’s investment portfolio (as a means of reducing risk), or to enable increased exposure when this is deemed appropriate. REPORT & ACCOUNTS 2017 79 Notes to the Accounts 25 Financial Instruments and Risk Profile continued The currency risk of the non-sterling monetary financial assets and liabilities at the reporting date was: Currency exposure US Dollar Euro Yen Other non-Sterling Group and Company 2017 Group and Company 2016 Overseas Investments £000 1,763 4,096 251 677 6,787 Total Currency Exposure £000 1,763 4,096 251 677 6,787 Overseas Investments £000 945 4,026 595 225 5,791 Total Currency Exposure £000 945 4,026 595 225 5,791 Sensitivity Analysis If sterling had strengthened by 5% relative to all currencies on the reporting date, with all other variables held constant, the income and net assets would have decreased by the amounts shown in the table below. The analysis was performed on the same basis for 2016. The revenue impact is an estimated annualised figure based on the relevant foreign currency denominated balances at the reporting date. Income statement Revenue return Capital return Net assets Group and Company 2017 £000 Group and Company 2016 £000 (339) (290) (339) (290) A 5% weakening of sterling against the same currencies would have resulted in an equal and opposite effect on the above amounts, on the basis that all other variables remain constant. It should also be noted that the calculations are done at the reporting date and may not be representative of a year as a whole. Interest Rate Risk The Company’s direct interest rate risk exposure affects the interest received on cash balances and the fair value of its debentures. Indirect exposure to interest rate risk arises through the effect of interest rate changes on the valuation of the investment portfolio. The vast majority of the financial assets held by the Company are equity shares, which pay dividends, not interest. The Company may, from time to time, hold small investments which pay interest. The Board sets limits for cash balances and receives regular reports on the cash balances of the Company. The Company’s fixed rate debentures introduce gearing to the Company which is monitored within limits and is also reported to the Directors regularly. Cash balances can also be used to manage the level of gearing to within the range as set by the Board. The Board sets the overall investment strategy and allocation and also has various limits on the investment portfolio which aim to spread the portfolio investments to reduce the impact of interest rate risk on investee company valuations. Regular reports are received by the Board in respect of the Company’s investment portfolio and the relevant limits. 80 MAJEDIE INVESTMENTS PLC 25 Financial Instruments and Risk Profile continued The interest rate risk profile of the financial assets and liabilities at the reporting date was: Floating rate financial assets: UK Sterling Financial assets not carrying interest Fixed rate financial liabilities: UK Sterling Financial liabilities not carrying interest Group and Company 2017 £000 3,566 213,976 Group 2016 £000 3,467 201,715 Company 2016 £000 3,467 201,877 217,542 205,182 205,344 (33,963) (1,085) (33,931) (1,317) (33,931) (1,479) (35,048) (35,248) (35,410) Floating rate financial assets usually comprise cash on deposit with banks which is repayable on demand and receives a rate of interest based, in part, on the UK base rates in force over the period. The Company does not normally hold non-UK cash as all foreign currency receivables or payables are converted back into sterling at the settlement date of the relevant transaction. The fixed rate financial liabilities comprise the Company’s debentures, totalling £34.2 million in total on a nominal basis. They pay an average rate of interest of 8.1% per annum and mature in March 2020 (£13.5 million nominal) and March 2025 (£20.7 million nominal). Sensitivity Analysis Based on closing cash balances held as on deposit with banks, a notional 0.5% decrease in the UK base interest rates would have no effect on net assets and the net revenue return before tax of the Company. A 0.5% increase in interest rates would result in a larger impact, due to the extremely low rates at the moment, as is shown in the table below. Both analyses are solely based on balances at the reporting date and is not representative of the year as a whole. Income statement Revenue return Net assets Group and Company 2017 £000 15 Group and Company 2016 £000 14 15 14 Other Price Risk Exposure to market price risk is significant and comprises mainly movements in the market prices and hence value of the Company’s listed equity security investments and its investments in the unlisted MAM Funds, where although the funds themselves are unlisted they are invested in listed equity securities, which are both disclosed in note 13 on pages 70 to 74. The Company also has unlisted investments which are indirectly impacted by movements in listed equity prices and related variables. The Board sets the overall investment strategy and allocation which aims to achieve a spread of investments across sectors and regions in order to reduce risk. The Board receives reports on the investment portfolio, performance and volatility on a regular basis in order to ensure that the investment portfolio is in accordance with the investment policy. MAM’s policy as Investment Manager is to manage risk through a combination of monitoring the exposure to individual securities, industry and geographic sectors, whilst maintaining a constant awareness in real time of the portfolio exposures in accordance with the investment strategy. Any derivative positions would be marked to market and exposure to counterparties is also monitored on a daily basis by MAM. As at the year end the Company did not hold any derivatives (2016: nil). REPORT & ACCOUNTS 2017 81 Notes to the Accounts 25 Financial Instruments and Risk Profile continued As mentioned earlier, MAM may, and do, use derivative instruments including index-linked notes, contracts for difference, covered options and other equity-related derivative instruments for efficient portfolio management and investment purposes. As also noted previously this occurs in the MAM funds and there have been no derivatives used in the MAM UK Equity Segregated Portfolio. The Directors have regular presentations from MAM on their investment strategy and approach. The following table details the exposure to market price risk on the listed and unlisted equity investments: Non-current investments held at fair value through profit or loss Listed equity investments Listed equity investments (MAM Funds) Unlisted equity investments (MAM Funds) Unlisted equity investments Subsidiary company Group and Company 2017 £000 55,934 96,122 61,692 Group 2016 £000 53,996 90,125 57,238 Company 2016 £000 53,996 90,125 57,238 162 213,748 201,359 201,521 Sensitivity Analysis If share prices on listed equity security investments and the unlisted equity investments (MAM Funds) had decreased by 10% at the reporting date with all other variables remaining constant, the net return before tax and the net assets would have decreased by the amounts shown below. Details of the sensitivity analysis in respect of the investment in MAM is shown in note 13 on page 75. Income statement Capital return Net assets Group and Company 2017 £000 15,206 Group and Company 2016 £000 14,412 15,206 14,412 A 10% increase in listed equity security share prices would have resulted in a proportionately equal and opposite effect on the above amounts on the basis that all other variables remain constant. The analysis has been calculated on the investment portfolio held at the reporting date and this may not be representative of the year as a whole. Credit Risk Credit risk is the risk of other parties failing to discharge an obligation causing the Company financial loss. The Company’s exposure to credit risk is managed by the following: • The Company’s investments are held on its behalf by the Company’s Depositary, who delegates safekeeping to the Custodian, the Bank of New York Mellon SA/NV, London branch, which if it became bankrupt or insolvent could cause the Company’s rights with respect to securities held to be delayed. However under the AIFMD, the Depositary provides certain indemnities in respect of the Company’s investments. The Company receives regular internal control reports from the Custodian which are reported to and reviewed by the Audit Committee. • Investment transactions are undertaken by MAM with a number of approved brokers in the ordinary course of business on a contractual delivery versus payment basis. MAM has procedures in place whereby all new brokers are subject to credit checks and approval by them prior to any business being undertaken. MAM utilises the services of a large range of approved brokers thereby mitigating credit risk by diversification. • Company cash is held at banks that are considered to be reputable and of high quality. Cash balances above a certain threshold are spread across a range of banks to reduce concentration risk. 82 MAJEDIE INVESTMENTS PLC 25 Financial Instruments and Risk Profile continued Credit Risk Exposure The table below sets out the financial assets exposed to credit risk as at the reporting date: Cash on deposit and at banks Sales for future settlement Interest, dividends and other receivables Minimum exposure during the year Maximum exposure during the year Group and Company 2017 £000 3,566 44 184 3,249 10,920 Group and Company 2016 £000 3,467 191 165 2,163 5,549 3,794 3,823 All amounts included in the analysis above are based on their carrying values. None of the financial assets were past due or impaired at the current or prior reporting date. Liquidity Risk Liquidity risk is the risk that the Company will encounter difficulties in meeting its obligations as they fall due. Liquidity risk is monitored, although it is recognised that the majority of the Company’s assets are invested in quoted equities and other quoted securities that are readily realisable (all MAM fund investments are highly liquid). The Board has various limits in respect to how much of the Company’s assets can be invested in any one company. The unlisted investments in the portfolio are subject to liquidity risk but such investments (excluding MAM) are a very small part of the portfolio and are in realisation mode. Nonetheless limits remain for any such investments and liquidity risk is always considered when making investment decisions in such securities. The Company is subject to concentration risk due to its investment in MAM, at 28.4% (2016: 28.3%) of the Company’s investment portfolio. This investment is closely monitored by the Board which receives regular financial and operational reports, and it is believed that the current concentration risk here is mitigated somewhat by the diversification undertaken within the MAM business itself. The Company maintains an appropriate level of non-investment related cash balances in order to finance its operations. The Company regularly monitors such cash balances to ensure all known or forecasted liabilities can be met. The Board receives regular reports on the level of the Company’s cash balances. The Company does not have any overdraft or other undrawn borrowing facilities to provide liquidity. REPORT & ACCOUNTS 2017 83 Notes to the Accounts 25 Financial Instruments and Risk Profile continued A maturity analysis of financial liabilities showing remaining contractual maturities is detailed below; Total £000 13,500 20,700 15,102 1,085 Group and Company 2017 Due within 1 year £000 Due between 1 and 2 years £000 Due between 2 and 3 years £000 Due 3 years and beyond £000 2,783 2,783 13,500 20,700 6,753 2,783 1,085 3,868 2,783 1,317 4,100 2,783 1,479 4,262 2,783 2,783 40,953 50,387 Group 2016 Due within 1 year £000 Due between 1 and 2 years £000 Due between 2 and 3 years £000 Due 3 years and beyond £000 13,500 20,700 8,895 Total £000 13,500 20,700 17,244 1,317 2,783 2,783 2,783 2,783 43,095 52,761 Company 2016 Due within 1 year £000 Due between 1 and 2 years £000 Due between 2 and 3 years £000 Due 3 years and beyond £000 13,500 20,700 8,895 Total £000 13,500 20,700 17,244 1,479 2,783 2,783 2,783 2,783 43,095 52,923 Undiscounted cash flows 9.50% 2020 debenture stock 7.25% 2025 debenture stock Interest on financial liabilities Trade payables and other liabilities Undiscounted cash flows 9.50% 2020 debenture stock 7.25% 2025 debenture stock Interest on financial liabilities Trade payables and other liabilities Undiscounted cash flows 9.50% 2020 debenture stock 7.25% 2025 debenture stock Interest on financial liabilities Trade payables and other liabilities 84 MAJEDIE INVESTMENTS PLC 25 Financial Instruments and Risk Profile continued Categories of financial assets and liabilities The following table analyses the carrying amounts of the financial assets and liabilities by categories as defined in IAS 39: Financial assets Financial assets at fair value through profit or loss Equity securities Subsidiary Other financial assets* Financial liabilities Financial liabilities measured at amortised cost** Group and Company 2017 £000 Group 2016 £000 213,748 201,359 Company 2016 £000 201,359 162 213,748 3,794 217,542 201,359 3,823 205,182 201,521 3,823 205,344 35,048 35,248 35,410 35,048 35,248 35,410 * Other financial assets include cash and cash equivalents, sales for future settlement, dividend and interest receivable and other receivables. ** Financial liabilities measured at amortised cost include; debenture stock in issue, purchases for future settlement, investment management fees and other payables and accrued expenses. The investment portfolio has been valued in accordance with the accounting policy in note 1 to the accounts, i.e. at fair value. The debenture stocks are classified as level 3 under the fair value hierarchy. The fair value of the debenture stocks is calculated using a standard bond pricing method, using a redemption yield of a similar UK Gilt stock with an appropriate margin being applied. Group and Company £13.5m (2016:£13.5m) 9.50% 2020 debenture stock £20.7m (2016:£20.7m) 7.25% 2025 debenture stock Book Value 2017 £000 13,459 20,504 Book Value 2016 £000 13,445 20,486 Fair Value 2017 £000 15,620 25,706 Fair Value 2016 £000 16,605 27,111 33,963 33,931 41,326 43,716 Capital Management Policies and Procedures The Company’s capital management objectives are: • • to ensure that it is able to continue as a going concern; and to maximise the revenue and capital returns to its shareholders through a mix of equity capital and debt. The Directors set a range for the Company’s net debt (comprised as debentures less cash) at any one time which is maintained by management of the Company’s cash balances. REPORT & ACCOUNTS 2017 85 Notes to the Accounts 25 Financial Instruments and Risk Profile continued Net Debt Adjusted cash and cash equivalents* Debentures Group and Company 2017 £000 (2,709) 33,963 Group 2016 £000 (2,506) 33,931 Company 2016 £000 (2,344) 33,931 Sub total 31,254 31,425 31,587 Equity Equity share capital Retained earnings and other reserves Shareholders’ funds Gearing Net debt as a percentage of shareholders’ funds 5,344 177,200 5,344 164,642 5,344 164,642 182,544 169,986 169,986 17.1% 18.5% 18.6% * Adjusted cash and cash equivalents comprise cash plus current assets less current liabilities. Maximum potential gearing represents the highest gearing percentage on the assumption that the Company had no net current assets. As at 30 September 2017 this was 18.6% (2016: Group and Company 20.0%). The Board monitors and reviews the broad structure of the Company’s capital on an ongoing basis. The review includes: • • the level of gearing, taking into account MAM’s views on capital markets; and the level of the Company’s free float of shares as the Barlow family owns approximately 53% of the share capital of the Company; and • the extent to which revenue in excess of that required to be distributed should be retained. These objectives, policies and processes for managing capital are unchanged from the prior period. The Company is also subject to various externally imposed capital requirements which are that: • • • the debentures are not to exceed, in aggregate, 66 2/3% of the adjusted share capital and reserves in accordance with the relevant Trust Deeds; and the Company has to comply with statutory requirements relating to dividend distributions; and the AIFMD imposes a requirement for all AIFs to have in place a limit on the amount of leverage that they may hold. It is then the responsibility of the relevant AIFM to ensure that this limit is not exceeded, which in this case is the Company (being a self-managed AIF). 86 MAJEDIE INVESTMENTS PLC 25 Financial Instruments and Risk Profile continued Leverage is similar to gearing (as calculated in accordance with AIC guidelines previously), but the AIFMD mandates a certain calculation methodology which must be applied. Leverage as calculated under the AIFMD methodology for the Company is: Gross Method Investments held at fair value through profit or loss Investment in subsidiary held at fair value through profit or loss Total investments at exposure value as defined under the AIFMD Shareholders’ funds Leverage (times) Commitment Method Investments held at fair value through profit or loss Investment in subsidiary held at fair value through profit or loss Cash and cash equivalents Total investments at exposure value as defined under the AIFMD Shareholders’ funds Leverage (times) 1.18 1.19 Company 2017 £000 Group 2016 £000 213,748 201,359 213,748 182,544 1.17 Company 2017 £000 3,566 217,314 182,544 1.19 201,359 169,986 Group 2016 £000 3,467 204,826 169,986 213,748 201,359 Company 2016 £000 201,359 162 201,521 169,986 Company 2016 £000 201,359 162 3,467 204,988 169,986 1.20 1.21 The leverage figures calculated above represent leverage as calculated under the gross and commitment methods as defined under the AIFMD (and a figure of 1 represents no leverage or borrowings). The two methods differ in their treatment of cash balances. In both methods the Company has included the debentures by including the value of investments purchased by those borrowings, rather than their balance sheet value. The Company’s leverage limit under the AIFMD is 1.5 times, which equates to a borrowing level of 50% (the Company has not exceeded this limit at any time during the past or prior year). These requirements are unchanged from the prior year and the Company has complied with them. 26 Related Party Transactions Majedie Asset Management (MAM) MAM became Investment Manager to the Company from 13 January 2014 under the terms of an Investment Agreement. The agreement provides for MAM to manage the Company’s investment assets on both a segregated portfolio basis and also by investments into various MAM collective investment vehicles or funds. Details of the Investment Agreement are contained in the material contracts section of the Directors’ report on pages 21 to 22. As Investment Manager, MAM is entitled to receive investment management fees. In respect of the segregated portfolio investment these are charged directly to the Company and are shown as an expense in its accounts. Any fees due in respect of investments made into any MAM funds are charged in the fund’s accounts and are therefore included as part of the investment value of the relevant holdings. Details concerning the Company’s investments in the period in the MAM funds are shown in the Chairman’s Statement & Chief Executive’s Report on pages 4 to 11. REPORT & ACCOUNTS 2017 87 Notes to the Accounts 26 Related Party Transactions continued MAM is also entitled to receive performance fees on the Company’s investment in the MAM Tortoise Fund. Further details on performance fees for the MAM Tortoise Fund are shown in the Directors’ Report on page 22 and in Note 4 on page 64. In addition to the above, the Company retains an investment in MAM itself. Mr JWM Barlow is a non-executive Director of MAM, but receives no remuneration for this role. MAM is accounted for as an investment in both the Company and Group accounts and is valued at fair value through profit or loss. Details concerning the Company’s investment in MAM are included in the Chairman’s Statement & Chief Executive’s Report on pages 4 to 11 and in note 13 on page 75. Majedie Portfolio Management (MPM) The Company did pay certain costs on behalf of MPM for operating the Company’s Majedie Share Plan and was additionally charged a management fee by MPM. Any such costs that had been paid by the Company were recharged to MPM, net of any management fees due. Following a review of the provision of the Company’s share savings plans, the Majedie Share Plan closed on 4 June 2016. MPM was dormant during the year and has been liquidated. The table below discloses the transactions and balances between those entities: Transactions during the period: Dividend income received from MAM MPM costs recharged by the Company Performance fee income due to MAM (MAM Tortoise Fund only) Management fee income due to MAM (Segregated Portfolio only) Balances outstanding at the end of the period: 2017 £000 4,142 4 486 2016 £000 3,233 28 434 Between the Company and MAM (Segregated Portfolio investment management fees) Value of the Company’s investment in MAM 122 61,550 115 57,120 Transactions between group companies during the year were made on terms equivalent to those that occur in arm’s length transactions. Remuneration The remuneration of the Directors, who are the key management personnel of the Company, are set out below in aggregate for each of the categories specified in IAS 24: Related Party disclosures. There are no amounts outstanding at 30 September 2017 for Directors fees or salary (2016: nil). Further information about the remuneration of individual Directors is provided in the audited section of the Report on Directors’ Remuneration on page 38. Short term employee benefits 27 Post Balance Sheet Date Events 2017 £000 338 338 2016 £000 324 324 On 6 November 2017, the Company gave irrevocable notice that it would be exercising its right to redeem the entire outstanding amount, being £13.5m, of the 9.50% March 2020 debenture stock. The redemption value was as calculated in accordance with the Trust Deed giving rise to a cost of £16.6m, including accrued interest, with a settlement date of 6 December 2017. 88 MAJEDIE INVESTMENTS PLC Notice of Meeting This Notice of Meeting is an important document. If shareholders are in any doubt as to what action to take, they should consult an appropriate independent advisor. Notice is hereby given that the one hundred and seventh Annual General Meeting of Majedie Investments PLC will be held at City of London Club, 19 Old Broad Street, London EC2N 1DS on Wednesday 17 January 2018 at 12 noon for the purpose of transacting the following: To consider and, if thought fit, pass the following Resolutions of which Resolutions 1 to 11 will be proposed as Ordinary Resolutions and Resolutions 12 to 14 shall be proposed as Special Resolutions. All business to be transacted at the AGM is Ordinary Business for the purpose of the Listing Rules. Ordinary Resolutions 1. To receive the Directors’ Report and Accounts for the year ended 30 September 2017. 2. To approve the Directors’ Remuneration Report for the year ended 30 September 2017, which can be found on pages 34 to 40. 3. To approve the Directors’ Remuneration Policy, which can be found on pages 35 to 37. 4. To declare a final dividend of 6.25p per share in respect of the year ended 30 September 2017. 5. To re-appoint JWM Barlow as a Director. 6. To re-appoint PD Gadd as a Director. 7. To re-appoint AJ Adcock as a Director. 8. To re-appoint RDC Henderson as a Director. 9. To re-appoint Ernst & Young LLP as auditors. 10. To authorise the Directors to fix the auditor’s remuneration. 11. THAT for the purposes of section 551 of the Companies Act 2006 the Directors be generally and unconditionally authorised to exercise all the powers of the Company to allot shares and grant rights to subscribe for, or convert any securities into, Ordinary Shares up to a maximum number of 5,338,556 Ordinary Shares, provided that: a) The authority granted shall (unless previously revoked or renewed) expire at the conclusion of the next annual general meeting of the Company in 2019, or if earlier, on the expiry of 15 months from the passing of this Resolution; and b) The authority shall allow and enable the Directors to make an offer or agreement before the expiry of that authority which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of any such offer or agreement as if that authority had not expired. Special Resolutions 12. THAT, subject to the passing of resolution 11 above, the Directors be empowered in accordance with sections 570 and 573 of the Companies Act 2006 (the Act) to allot equity securities (within the meaning of section 560 if the Act) of the Company for cash pursuant to the authority conferred by resolution 11 as if section 561 of the Act did not apply to any such allotment, provided that: a) The power granted shall be limited to the allotment of equity securities wholly for cash up to a maximum number of 5,338,556 Ordinary Shares; b) The authority granted shall (unless previously revoked) expire at the conclusion of the next Annual General Meeting of the Company in 2019 or, if earlier, 15 months after the passing of this resolution; c) The said power shall allow and enable the Directors to make an offer or agreement before the expiry of that power which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if that power had not expired. REPORT & ACCOUNTS 2017 89 Notice of Meeting 13. THAT the Company be and is hereby generally and unconditionally authorised in accordance with Section 701 of the Companies Act 2006 (the Act) to make market purchases (within the meaning of section 693 of the Act) of Ordinary Shares of 10p each in the capital of the Company (Ordinary Shares), provided that: (a) the maximum number of Ordinary Shares hereby authorised to be purchased shall be 8,010,506, or if less, 14.99% of the number of shares in circulation immediately following the passing of this Resolution; (b) the minimum price which may be paid for each Ordinary Share is 10p; (c) the maximum price payable by the Company for each Ordinary Share is the higher of: (i) 105% of the average of the middle market quotations of the Ordinary Shares in the Company for the five business days prior to the date of the market purchase; and (ii) the higher of the price of the last independent trade of an Ordinary Shares and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out; (d) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company in 2019 or, if earlier, on the expiry of 18 months from the passing of this Resolution, unless such authority is renewed prior to such time; and (e) the Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of Ordinary Shares pursuant to any such contract. 14. THAT the Company be and is hereby generally and unconditionally authorised to hold general meetings (other than annual general meetings) on 14 clear days’ notice. Registered Office 1 King’s Arms Yard London EC2R 7AF By order of the Board Link Company Matters Limited Company Secretary 4 December 2017 Registered in England Number: 109305 90 MAJEDIE INVESTMENTS PLC Explanation of Notice of Annual General Meeting Resolution 1 – To receive the Directors’ Report and Accounts The Directors are required to present the financial statements, Directors’ report and Auditor’s report to the meeting. These are contained in the Company’s Annual Report and Financial Statements 2017. A resolution to receive the financial statements, together with the Directors’ reports and the Auditor’s report on those accounts for the financial period ended 30 September 2017 is included as an ordinary resolution. Resolution 2 – Directors’ Remuneration Report Reflecting the remuneration reporting regime which came into effect on 1 October 2013, shareholders have an annual advisory vote on the report on Directors’ remuneration. Accordingly, shareholders are being asked to vote on the receipt and approval of the Directors’ Remuneration Report as set out on pages 34 to 40 of the 2017 Annual Report. Resolution 3 – To approve the Directors’ Remuneration Policy The Act also requires that a resolution be put to shareholders to approve the Remuneration Policy Report and the Directors’ Remuneration Policy contained therein that appears on pages 35 to 37 of the 2017 Annual Report. This is a binding policy and, after it takes effect, the Directors will not be entitled to remuneration unless that payment is consistent with the approved policy or has been approved by a resolution of the shareholders of the Company. If Resolution 3 is approved, the policy will take effect from the date of the AGM. Shareholders will be given a binding vote on the Directors’ Remuneration Policy at least every three years. Resolution 4 – Final Dividend The Board proposes a final dividend of 6.25 pence per share in respect of the year ended 30 September 2017. If approved, the recommended final dividend will be paid on 24 January 2018 to all ordinary shareholders who are on the register of members on 12 January 2018. The shares will be marked ex-dividend on 11 January 2018. Resolutions 5-8 – Re-election of Directors The Company’s Articles of Association require that at every Annual General Meeting any Director who has not retired from office at the preceding two Annual General Meetings shall stand for re-appointment by the Company. In spite of this and in line with good corporate governance the Directors have chosen to put themselves up for annual re-election going forwards. Mr Barlow, having served for over nine years and being a non-executive Director of Majedie Asset Management, the Investment Manager, must submit himself for annual re-appointment. Mr Gadd will retire at the forthcoming Annual General Meeting, and, being eligible, will offer himself for re-appointment. Mr Adcock will retire at the forthcoming Annual General Meeting, and, being eligible, will offer himself for re-appointment. Mr Henderson will retire at the forthcoming Annual General Meeting, and, being eligible, will offer himself for re-appointment. Full biographies of all the Directors are set out in the Company’s 2017 Annual Report and are also available for viewing on the Company’s website http://www.majedieinvestments.com. Resolutions 9 and 10 – Appointment and Remuneration of Auditor At each meeting at which the Company’s financial statements are presented to its members, the Company is required to appoint an auditor to serve until the next such meeting. The Board, on the recommendation of the Audit Committee, recommends the appointment of Ernst & Young LLP. Resolution 11 – Authority to allot ordinary shares Resolution 11 authorises the Board to allot ordinary shares generally and unconditionally in accordance with Section 551 of the Companies Act 2006 up to a maximum number of 5,338,556 Ordinary Shares, representing approximately 9.99% of the issued ordinary share capital at the date of the Notice. No ordinary shares will be issued at a price less than the prevailing net asset value per Ordinary Share at the time of issue. This authority shall expire at the Annual General Meeting to be held in 2019. REPORT & ACCOUNTS 2017 91 Notice of Meeting Resolution 12 – Authority to dis-apply pre-emption rights Resolution 12 is a special resolution which is being proposed to authorise the Directors to disapply the pre-emption rights of existing shareholders in relation to issues of ordinary shares under Resolution 11 (being a maximum number of 5,338,556 Ordinary Shares, representing approximately 9.99% of the issued ordinary share capital at the date of the Notice). This authority shall expire at the Annual General Meeting to be held in 2019. Resolution 13 – Purchase of Own Shares Resolution 13 is a special resolution that will grant the Company authority to make market purchases of up to 8,010,506 Ordinary Shares, representing 14.99% of the ordinary shares in issue as at the date of the Notice. Any shares bought back will either be cancelled or placed into treasury at the determination of the Directors. The maximum price which may be paid for each Ordinary Share must not be more than the higher of (i) 105% of the average of the mid-market values of the Ordinary Shares for the five business days before the purchase is made or (ii) the higher of the price of the last independent trade and the highest current independent bid for the Ordinary Shares. The minimum price which may be paid for each ordinary share is £0.10. The Directors would not exercise the authority granted under this resolution unless they consider it to be in the best interests of shareholders. Purchases would be made in accordance with the provisions of the Companies Act 2006 and the Listing Rules. This authority shall expire at the Annual General Meeting to be held in 2019 when a resolution to renew the authority will be proposed. Resolution 14 – Notice Period for General Meetings Resolution 14 is a special resolution that will give the Directors the ability to convene general meetings, other than annual general meetings, on a minimum of 14 clear days’ notice. The minimum notice period for annual general meetings will remain at 21 clear days. This authority would provide the Company with flexibility where action needs to be taken quickly but will only be used where the Directors consider it in the best interests of shareholders to do so and the matter is required to be dealt with expediently. The approval will be effective until the Company’s Annual General Meeting to be held in 2019, at which it is intended that renewal will be sought. Recommendation Full details of the above resolutions are contained in the Notice. The Directors consider that all the resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and its members as a whole. The Directors unanimously recommend that shareholders vote in favour of all the resolutions, as they intend to do in respect of their own beneficial holdings. 92 MAJEDIE INVESTMENTS PLC Note 1 To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the number of votes they may cast) members must be entered on the Company’s register of members at close of business on 15 January 2018 (or, in the event of any adjournment, close of business on the date which is two days (excluding weekends and bank holidays) before the time of the adjourned meeting). Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting. Note 2 A member entitled to attend and vote at this meeting may appoint one or more persons as his/her proxy to attend, speak and vote on his/her behalf at the meeting. A proxy need not be a member of the Company. If multiple proxies are appointed they must not be appointed in respect of the same shares. To be effective, a copy of the enclosed personalised form of proxy, together with any power of attorney or other authority under which it is signed or a certified copy thereof, should be lodged at the office of the Company’s Registrar, not later than 48 hours before (excluding weekends and bank holidays) the time of the meeting or any adjustment thereof. The appointment of a proxy will not prevent a member from attending the meeting and voting in person if he/she so wishes. A member present in person or by proxy shall have one vote on a show of hands. On a vote by poll every member present in person or by proxy shall have one vote for every ordinary share of which he/she is the holder. The termination of the authority of a person to act as proxy must be notified to the Company in writing. To appoint more than one proxy, shareholders will need to complete a separate proxy form in relation to each appointment (you may photocopy the proxy form), stating clearly on each proxy form how many shares the proxy is appointed in relation to. A failure to specify the number of shares each proxy appointment relates to or specifying an aggregate number of shares in excess of those held by the member will result in the proxy appointment being invalid. Please indicate if the proxy instruction is one of multiple instructions being given. All proxy forms must be signed and should be returned together in the same envelope. Shareholders may cast a vote electronically rather than completing a hard copy proxy form. To do so, go to Computershare’s URL: www.eproxyappointment.com where the following details, which can be found on your proxy card or in an email received from Computershare, will be required: • the meeting control number; • your shareholder reference number; and • your unique pin code. For the electronic proxy to be valid it must be received by Computershare no later than 12.00 noon on Monday, 15 January 2018. Note 3 In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the register of members in respect of the joint holding (the first-named being the most senior). Note 4 Any person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a Nominated Person) may, under an agreement between him/her and the member by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights. The statements of the rights of members in relation to the appointment of proxies in Note 2 above does not apply to a Nominated Person. The rights described in that Note can only be exercised by registered members of the Company. REPORT & ACCOUNTS 2017 93 Notice of Meeting Note 5 Pursuant to regulation 41(1) of the Uncertificated Securities Regulations 2001, only those shareholders registered in the register of members of the Company as at 6.00 pm on 15 January 2018 shall be entitled to attend and vote at the aforesaid Annual General Meeting in respect of the number of shares registered in their name at the that time. Changes to entries on the relevant register of members after 6.00 pm on 15 January 2018 (the specified time) shall be disregarded in determining the rights of any person to attend or vote at the meeting. If the meeting is adjourned to a time not more than 48 hours after the specified time applicable to the original meeting, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned Meeting. If, however, the Meeting is adjourned for a longer period then, to be so entitled, members must be entered on the Company’s register of members at the time which is 48 hours before the time fixed for the adjourned Meeting or, if the Company gives notice of the adjourned Meeting, at the time specified in that notice. Note 6 CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for this meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual, which is available to download from the Euroclear website (www.euroclear.com/CREST). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a ‘‘CREST Proxy Instruction’’) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID 3RA50) by the latest time(s) for receipt of proxy appointments specified in the notice of meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001. Note 7 As at the date of this Notice, the Company’s issued share capital and total voting rights amounted to 53,439,000 ordinary shares carrying one vote each. 94 MAJEDIE INVESTMENTS PLC Note 8 In accordance with Section 319A of the Companies Act 2006, the Company must cause any question relating to the business being dealt with at the meeting put by a member attending the meeting to be answered. No such answer need be given if: a) to do so would: (i) interfere unduly with the preparation for the meeting, or (ii) involve the disclosure of confidential information; b) the answer has already been given on a website in the form of an answer to a question; or c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. Note 9 A person authorised by a corporation is entitled to exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company. On a vote on a resolution on a show of hands, each authorised person has the same voting rights as the corporation would be entitled to. On a vote on a resolution on a poll, if more than one authorised person purports to exercise a power in respect of the same shares: a) if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; b) if they do not purport to exercise the power in the same way as each other, the power is treated as not exercised. Note 10 Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company under section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the Auditors’ Report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website. Note 11 Members satisfying the thresholds in section 338 of the Companies Act 2006 may require the Company to give, to members of the Company entitled to receive notice of the AGM, notice of a resolution which those members intend to move (and which may properly be moved) at the AGM. A resolution may properly be moved at the AGM unless (i) it would, if passed, be ineffective (whether by reason of any inconsistency with any enactment or the Company’s constitution or otherwise); (ii) it is defamatory of any person; or (iii) it is frivolous or vexatious. The business which may be dealt with at the AGM includes a resolution circulated pursuant to this right. A request made pursuant to this right may be in hard copy or electronic form, must identify the resolution of which notice is to be given, must be authenticated by the person(s) making it and must be received by the Company not later than 6 weeks before the date of the AGM. Note 12 Members satisfying the thresholds in section 338A of the Companies Act 2006 may request the Company to include in the business to be dealt with at the AGM any matter (other than a proposed resolution) which may properly be included in the business at the AGM. A matter may properly be included in the business at the AGM unless (i) it is defamatory of any person or (ii) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the matter to be included in the business, must be accompanied by a statement setting out the grounds for the request, must be authenticated by the person(s) making it and must be received by the Company not later than 6 weeks before the date of the AGM. REPORT & ACCOUNTS 2017 95 Notice of Meeting Note 13 A copy of this notice and any subsequent notices in respect of section 388A and any information required under section 311A of the Companies Act 2006 will be available on the Company’s website www.majedieinvestments.com. Note 14 The terms and conditions of appointment of Directors will be available for inspection at the registered office of the Company during usual business hours on any weekday (except Saturdays and public holidays) until the date of the Meeting and at the place of the Meeting for a period of fifteen minutes prior to and during the Meeting. None of the Directors has a contract of service with the Company. Note 15 You may not use any electronic address provided either in this Notice of Meeting or any related documents (including the form of proxy) to communicate with the Company for any purposes other than these expressly stated. Note 16 If a shareholder receiving this notice has sold or transferred all shares in the Trust, this notice and any other relevant documents (e.g. form of proxy) should be passed to the person through whom the sale or transfer was effected, for transmission to the purchaser. 96 MAJEDIE INVESTMENTS PLC Majedie Savings Plans Majedie Share Plan The Equiniti Investment Account (EIA) is a flexible and cost effective way to invest or save in the shares of Majedie Investments PLC. There are no charges apart from Stamp Duty which is payable on all share investments and a fixed charge on sale of £15 (£12.50 if dealt online). The EIA is able to be operated online or by phone. Lump sum investments are dealt with on a daily basis whereas the monthly savings facility is an affordable and effective way of building a substantial shareholding over a longer term. The minimum monthly investment is £50. There is no minimum lump sum investment amount and there are no maximum limits. There are no dealing charges and there is no annual management fee (the Company subsidises the EIA running costs). Your lump sum or monthly payments will be used to buy as many shares as possible after deducting Government Stamp Duty, currently at the rate of 0.5%. On the sale of shares, a fixed charge of £15 is levied (£12.50 if dealt online). Dividends may either be paid in cash or reinvested in the EIA. Existing Majedie shareholdings may be transferred into the EIA. You may close your EIA by selling all your shares at any time. Potential investors should read the Investor Disclosure Document (on the Company’s website at www.majedieinvestments.com, under the Investing/Other tab), which provides information about an investment in the Company as required by the AIFMD. To summarise: Investment Charges Lump sum Monthly savings Initial Annual Sale of Shares No minimum from £50 Nil* Nil £15 (£12.50 online) * Except stamp duty of 0.5% For further details please contact Equiniti Financial Services Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. Telephone: 0345 300 0430. Email: enquiries@equinitishareviewdealing.com. Please note that the previous Majedie Share Plan has now closed. For further information please visit the Company’s website http://www.majedieinvestments.com/. REPORT & ACCOUNTS 2017 97 Majedie Savings Plans Majedie Corporate ISA The Majedie Corporate ISA (Individual Savings Account) provides individuals with a tax efficient way to invest or save in the shares of Majedie Investments PLC. ISAs provide the following benefits: – no extra income tax payable on income generated within the ISA; – no Capital Gains Tax liability on any profits arising from within the ISA; – no need to include the details of your ISA in reports to HM Revenue & Customs; and – no minimum period of investment. The Majedie Corporate ISA provides the additional benefit of extremely low cost. There is no initial charge and no annual management charge for the ISA. Furthermore there is no brokerage charge on purchases as part of the weekly bulk dealing for the scheme. However there is Government Stamp Duty on purchases, currently at 0.5%, and there is also an additional commission charge should you wish to place a real time trade via the Halifax Share Dealing Services*. Shares may be purchased either by way of a lump sum payment or through regular monthly payments. The minimum lump sum investment is £50. The maximum investment permitted is currently £20,000 for the 2017/18 tax year. Investments can be split between a cash ISA and a stocks and shares ISA. The Majedie Corporate ISA is provided in conjunction with Halifax Share Dealing (HSDL) who act as an HM Revenue & Customs Approved ISA Manager. To apply for an account please contact Halifax Share Dealing on 0345 722 5525. Halifax Share Dealing Limited. Registered in England and Wales no. 3195646. Registered Office: Trinity Road, Halifax, West Yorkshire, HX1 2RG. Authorised and regulated by the Financial Conduct Authority, 25 The North Colonnade, Canary Wharf, London, E14 5HS under registration number 183332. A Member of the London Stock Exchange and an HM Revenue & Customs Approved ISA Manager. * Please call 0345 850 0181 for further information. Majedie ISA (formerly a PEP) You are no longer able to put new money into a PEP. However, your existing PEP investments remain sheltered from tax and can continue to grow. You may transfer an existing PEP or ISA from another manager to the Majedie ISA and, if you have not already subscribed to another Stocks & Shares ISA in this tax year, you can apply to pay in to your Majedie ISA. Please note that ISA limits apply and taxation levels and bases are subject to change. Past performance of investments is not a guide to future performance as their value can go down as well as up. Further details may be obtained from the Company’s ISA Manager, The Share Centre, PO Box 2000, Aylesbury, Buckinghamshire HP21 8ZB (telephone: 0800 800 008). 98 MAJEDIE INVESTMENTS PLC Shareholder Information Registered Office 1 King’s Arms Yard London EC2R 7AF Telephone: 020 7626 1243 Fax: 020 7374 4854 E-mail: majedie@majedieinvestments.com Registered Number: 109305 England Company Secretary Link Company Matters Limited The Registry 34 Beckenham Road Beckenham Kent BR3 4TU Investment Manager Majedie Asset Management Limited 10 Old Bailey London EC4M 7NG Telephone: 020 7618 3900 Email: info@majedie.com Depositary BNY Mellon Trust & Depositary (UK) Limited BNY Mellon Centre 160 Queen Victoria Street London EC4V 4LA The Depositary has delegated the safe keeping of the Company’s assets to the Custodian, The Bank of New York Mellon SA/NV, London Branch. AIFM Majedie Investments PLC Solicitor Dickson Minto W.S. 16 Charlotte Square Edinburgh EH2 4DF Registrars Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ Telephone: 0370 707 1159 Shareholders should notify all changes of name and address in writing to the Registrars. Shareholders may check details of their holdings, historical dividends, graphs and other data by accessing www.computershare.com. Shareholders wishing to receive communications from the Registrars by email (including notification of the publication of the annual and interim reports) should register on-line at http://www-uk.computershare.com/ investor. Shareholders will need their shareholder number, shown on their share certificate and dividend vouchers, in order to access both of the above services. Auditors Ernst & Young LLP 25 Churchill Place Canary Wharf London E14 5EY Stockbrokers J.P. Morgan Cazenove 25 Bank Street London E14 5JP ISIN Ordinary: GB0005555221 Debenture 7.25% 31/03/2025: GB0006733058 Ticker Ordinary: MAJE Debenture 7.25% 31/03/2025: BD22 Sedol Ordinary: 0555522 Debenture 7.25% 31/03/2025: 0673305 REPORT & ACCOUNTS 2017 99 Shareholder Information Key Dates in 2017 Ex-dividend date Record date Annual General Meeting 2016/17 final dividend payable Interim results announcement 2017/18 interim dividend payable Financial year end Final results announcement Annual Report mailed to shareholders 11 January 2018 12 January 2018 17 January 2018 24 January 2018 May 2018 June 2018 30 September 2018 December 2018 December 2018 Website www.majedieinvestments.com Share Price The share price is quoted daily in The Times, Financial Times, The Daily Telegraph, The Independent and London Evening Standard. Shares may be bought through the Majedie Share Plan or Majedie Corporate ISA (details of which are set out on pages 97 and 98). You may transfer an existing PEP or ISA to the Majedie ISA (page 98). You may also purchase shares through an on-line dealing facility or via your stockbroker or bank. Net Asset Value The Company announces its net asset value daily through the London Stock Exchange and on its website. The Financial Times publishes daily estimates of the net asset value and discount. Capital Gains Tax For capital gains tax purposes the adjusted market price of the Company’s shares at 31 March 1982 was 35.875p per 10p share. Former shareholders of Barlow Holdings PLC are recommended to consult their professional advisers in this regard. Warning to shareholders Many companies are aware that their shareholders have received unsolicited calls or correspondence concerning investment matters. These are typically from overseas based brokers who target UK shareholders offering to sell them what often turns out to be worthless or high risk shares based in US or UK investments. They can be very persistent and extremely persuasive. Shareholders are therefore advised to be very wary of any unsolicited advice, offers to buy shares at a discount or offers for free company reports. Please note that it is very unlikely that either the Company or the Company’s Registrar, Computershare, would make unsolicited telephone calls to shareholders and that any such calls would relate only to official documentation already circulated to shareholders and never in respect of investment advice. If you are in any doubt about the veracity of an unsolicited telephone call, please either call the Company or the Registrar. 100 MAJEDIE INVESTMENTS PLC Majedie Investments PLC 1 King’s Arms Yard London EC2R 7AF Telephone 020 7626 1243 Facsimile 020 7374 4854 E-mail majedie@majedieinvestments.com www.majedieinvestments.com