Temple Bar Investment Trust PLC
Annual Report 2023

Plain-text annual report

Annual Report & Financial Statements For the year ended 31 December 2023 01. Objective The investment objective of Temple Bar Investment Trust Plc* is to provide growth in income and capital to achieve a long-term total return greater than the benchmark FTSE All-Share Index, through investment primarily in UK-listed securities. The Company’s policy is to invest in a broad spread of securities with the majority of the portfolio typically selected from the constituents of the FTSE 350 Index. 02. Purpose The purpose of the Company is to deliver long-term returns for shareholders from a diversified portfolio of investments. * “Temple Bar”, the “Trust” or the “Company” 2 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 Contents Strategic Report 5 Summary of Results 7 Chairman’s Statement 11 Investment Approach 14 Portfolio Manager’s Report 19 Engagement Case Studies 24 Portfolio of Investments 26 Portfolio Distribution 28 Overview of Strategy Governance Report 44 Board of Directors 46 Report of Directors 50 Corporate Governance Statement 55 Report on Directors’ Remuneration 57 60 Report of the Management Engagement Committee 61 Report of the Nomination Committee 62 Statement of Directors’ Responsibilities 65 Report of the Audit and Risk Committee Independent Auditor’s Report Financial Report 73 Statement of Comprehensive Income 74 Statement of Changes in Equity 75 Statement of Financial Position 76 Statement of Cash Flows 77 Notes to the Financial Statements Shareholder Information 93 Notice of Annual General Meeting 97 Useful Information for Shareholders 98 Corporate Information 99 Glossary of Terms Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 3 3 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Strategic Report 4 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Summary of Results NAV total return with debt at fair value1,2,3 Share price total return1,3 FTSE All-Share Index (the “Benchmark”) 4 Change in Retail Price Index over year 5 NAV per share with debt at book value NAV per share with debt at fair value1,2 Share price Discount of share price to NAV per share with debt at fair value1 Dividends per share Dividend Yield1 Net gearing with debt at book value1 Ongoing charges1 2023 12.3% 12.5% 7.9% 5.2% 248.0p 252.2p 238.0p 5.6% 9.60p 4.0% 9.8% 0.56% 20224 0.9% 3.6% 0.3% 13.4% 228.5p 233.5p 220.5p 5.6% 9.35p 4.2% 8.4% 0.54% % change 8.5% 8.0% 7.9% 2.7% 1 Alternative Performance Measure – See glossary of terms beginning on page 99 and for definition and more information. 2 Debt fair value is calculated based on unobservable input, see note 20 beginning on page 87 . 3 Source: Morningstar. 4 Source: Redwheel. 5 Source: ons.gov.uk. Total Return Performance Year to 31 December 2023 115 Temple Bar Share Price (12.5%) Temple Bar NAV with debt at fair value (12.3%) FTSE All-Share (7.9%) 110 105 100 95 Dec 22 Jan 23 Feb 23 Mar 23 Apr 23 May 23 Jun 23 Jul 23 Aug 23 Sep 23 Oct 23 Nov 23 Dec 23 Source: Morningstar for Company returns, Redwheel for FTSE All-Share returns. Rebased to 100 as at 31 December 2022. Total Return Performance from 30 October 2020 to 31 December 2023 200 150 100 Temple Bar Share Price (92.5%) Temple Bar NAV with debt at fair value (86.7%) FTSE All-Share (50.0%) Oct 20 Dec 20 Feb 21 Apr 21 Jun 21 Aug 21 Oct 21 Dec 21 Feb 22 Apr 22 Jun 22 Aug 22 Oct 22 Dec 22 Feb 23 Apr 23 Jun 23 Aug 23 Oct 23 Dec 23 Source: Morningstar for Company returns, Redwheel for FTSE All-Share returns. Rebased to 100 as at 30 October 2020, date of appointment of Redwheel, the trading name of RWC Asset Management LLP. 5 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 6 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Chairman’s Statement Review In the year under review, I am pleased to report that the Trust’s Net Asset Value total return with debt at fair value was +12.3%, outperforming the total return on the FTSE All-Share Index of +7.9%. The share price total return was slightly better at +12.5% . Since Redwheel took over the management of the Trust at the end of October 2020, the Net Asset Value total return to the end of 2023 has been 86.7% compared with 50.0% for the Benchmark, a significant outperformance. Although annual metrics are of course important, the Board continues to focus primarily on the Trust’s longer-term performance. Capital Challenging stock market conditions have continued to have a negative impact on share price discounts across the investment company sector, with the average level of discount standing at c. 12. 3%* for equity investment trusts, compared to the Trust’s discount of 10.1% as a t 2 April 2024. The Board has continued with its active share buyback policy, purchasing 27,209,505 shares to be held in treasury for a total consideration of £63.5m during the year. These buybacks not only have the effect of stabilising the supply/ demand balance but are also accretive to the Trust’s Net Asset Value, adding 1.4p per share to our year-end Net Asset Value. On 31 December 2023, there were 290,612,881 shares in issue (excluding the 43,750,944 shares held in treasury). Since this date to 2 April 2024, a further 3, 771,869 shares have been bought back for treasury, at a cost of £8. 9m. Portfolio Portfolio turnover^ increased in 2023, although remained comparatively low at 16.9% (2022: 7.2%) with our Portfolio Manager being generally satisfied with the positioning of the portfolio. Further details of the Portfolio Manager’s investment approach, portfolio construction and significant contributors to and detractors from return in the year can be found in the Portfolio Manager’s Report beginning on page 14 . Dividend Total dividends for the year amounted to 9.60p per share (2022: 9.35p per share), an increase of 2.7% and representing a current yield of 4.0 %. This increase has been supported by a marginal contribution from the Trust’s distributable revenue reserves this year. The Board closely monitors the Trust’s net revenue position and, based on the latest forecasts, expects future annual dividends to increase from this level over time. Gearing At the year-end, the Trust’s net gearing was 9.8% (2022: 8.4%). Environmental, Social & Governance (“ESG”) Issues ESG matters continue to be an important priority for the Board and our objective is to have full, transparent disclosure on the topic. The Board continues to advocate the concept of active stewardship, requesting that our Portfolio Manager monitors, evaluates and actively engages with investee companies with the aim of preserving or adding value to the portfolio. The Portfolio Manager reports back to the Board regularly on ESG related matters. Further details can be found in the Portfolio Manager’s Report beginning on page 14 and also on page 18. * Source: Cavendish Securities ^ See glossary on page 100 for definition. 7 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 Chairman’s statement continued The Board Lesley Sherratt, the Company’s Senior Independent Director and the Chair of the Audit and Risk Committee, having served on the Board since 2015, will retire at the conclusion of the Company’s Annual General Meeting on Tuesday, 7 May 2024. Lesley’s leadership, and her financial and investment industry experience have been invaluable to the Board. Carolyn Sims, a Chartered Accountant, will take over from Lesley as the Chair of the Audit and Risk Committee and Charles Cade will take over as the Senior Independent Director . Annual General Meeting (“AGM”) Like last year, the AGM this year will be held at 25 Southampton Buildings, London WC2A 1AL. It will be held on Tuesday,7 May 2024 at 11.00am. Shareholders are welcome to attend in person where you will be able to hear a presentation from the portfolio management team Nick Purves and Ian Lance and also to meet the Board of Directors. I encourage all shareholders to exercise their right to vote at the AGM and to register your votes in advance of the meeting. Registering your vote in advance will not restrict you from attending and voting at the meeting in person should you wish to do so. Shareholders are invited to register their vote in advance by 11.00am on Thursday, 2 May 2024 at the latest (please see page 95 for further information). 8 Outlook Against a backdrop of continued concerns regarding the level of inflation in the UK and uncertainty for the global economy and also rising geopolitical tensions, the valuation of UK equities looks compelling compared to their equivalents overseas. Your Board shares the view of our Portfolio Manager that the Trust’s portfolio continues to be priced to offer shareholders further excess investment returns in the future. The UK equity market continues to be valued at a significant discount to its international peers as many market participants in the UK have been allocating away from UK equities. This has resulted in large portions of the UK equity market being valued at a significant discount to intrinsic value. Unless this changes, it seems likely that we will continue to see overseas corporate buyers step in to take advantage of these depressed valuations, with ownership falling into foreign hands and the number of quoted UK businesses continuing to decline. Whilst this process is likely to be very rewarding for the Company’s shareholders, with takeover premiums often between 50% and 100% of the previously prevailing share price, your Board believes that a healthy equity market is beneficial to the functioning of the economy. Richard Wyatt Chairman 3 April 2024 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 20239 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023“Our investment approach has always been to seek out fundamentally sound businesses which by virtue of their market positions can grow their profits over the long term.” 10 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Investment Approach A classic approach to value investing The portfolio management team of Nick Purves and Ian Lance are long-term intrinsic value investors who believe that short-term sentiment amongst many market participants causes them to overreact to news which has little or no impact on the long-run value of a business. This overreaction causes share prices to diverge from the intrinsic value of the underlying business and provides an opportunity for long-term investors to purchase shares at less than their true value. In the long term the share price tends to move closer to the intrinsic value of the business and this creates excess returns for investors who purchased shares at low valuations. The team form a view of a company’s long-run profit potential and make balance sheet adjustments to assess intrinsic value. They use their experience and knowledge of companies and sectors to identify those companies that are more likely to recover and improve in the future. Identifying quality and avoiding value traps Some value strategies simply apply mechanistic measures to identify undervalued stocks but this can lead to investing in businesses that are in structural decline; they may be cheap but their potential to recover is limited. Instead, the p ortfolio management team’s ‘intrinsic value’ approach aims to identify undervalued, yet good, quality companies with strong cash flows and robust balance sheets. The portfolio management team put a strong emphasis on financial strength because it gives them the confidence that a company can survive through a prolonged period of lower profitability caused by company-specific issues, or an unexpected downturn in the economy. 11 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023As Temple Bar’s Portfolio Manager, Redwheel aims to avoid lower-quality stocks or so called ‘value traps’ by monitoring companies against three different types of risk: 12 • Valuation – extrapolating favourable trends and paying more than the intrinsic value of the business (e.g. avoiding a situation where something is positively impacting a company’s share price in the short term but that isn’t sustainable longer term); • Earnings – the risk that the earnings of the Company decline for cyclical or secular reasons (e.g. the industry or sector that the business operates in is itself in cyclical or long-term decline); • Environmental, Social & Governance – unethical or neglectful behaviour by a company in one of these areas can harm those who invest as well as the environment or society in which a company is located. We believe that applying ESG best practices, such as consideration of environmental and product safety, workplace diversity and strong corporate governance can contribute to long-term investment returns while mitigating risks. In the diagram overleaf Redwheel has set out some of the key factors it considers when seeking to uncover the most compelling value opportunities: Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 202310 Pillars of value investing Ian Lance and Nick Purves believe value investing is making a comeback. With more than six decades of combined experience in UK equities, here’s how they do it. Enhance, don’t drift Discipline is key to value investing –stick to your philosophy, you’re here for the long run. Always look to improve and adapt as things change. Consider probabilities and payoffs No matter the research, there are always surprises, positive and negative. Think best and worst case scenarios. If we think a share price could go to zero in one scenario, but has 400% upside in another, there is probably a case for investing. Simple but not easy Buying shares for less than their worth then selling when the value has been realised is easy to understand. But most don’t invest this way due to a lack of ‘sticking with it’. Value investing is tricky – we are hard-wired to conform – but can be rewarding. Cycles, cycles, cycles Profits and share prices are impacted by cycles such as credit, commodity and business. An investor’s overreaction can throw up opportunities. An advantage lies in knowing which cycles impact an investment and where we are in that cycle. Be contrarian but not mindless contrarian Investors love to buy what everyone else hates. But having respect for what the market is saying is key. Eagerly buying shares being sold in companies with too much debt, or declining profits, can prove costly and mindlessly contrarian. Don’t buy rubbish Recently the market has become fixated with quality and growth. Quality and growth are intrinsic to a business’ value. We’ve had success when high quality businesses have been questioned by the market, resulting in low value entry. Bargains are rare, make the most of them It’s unlikely that you’re going to buy a business trading at half its intrinsic value. However, a company or an industry will suffer a drawdown at some stage, which may present an opportunity to buy at a good value. Adopt an absolute return mindset Value investing is a risk averse strategy born out of a reaction to the Great Depression. By buying a dollar of value for 50 cents, you build in a ‘margin of safety’ in case the economy and/or the stock market suffer. Value investors see risk as the risk of permanent capital impairment, so, invest with this at top of mind. Be patient, be long term A struggling, out-of- favour business is unlikely to turn around the day after you invest. It’s more likely that things continue to get worse, so we try to be patient, allowing for profitability to improve and for the market to recognise it. Our typical holding period is at least five years. There is no single correct method Value investing relies on estimating the intrinsic worth of a business. Our experience tells us to be flexible, by adjusting earnings for cyclicality, and to recognise the positive (hidden value), and the negative (e.g. pension fund deficit), on a balance sheet. 13 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Portfolio Manager’s Report 14 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 The Portfolio Manager’s Team Nick Purves Ian Lance How do you describe your approach to investing? We are value investors. This means that we invest the Trust’s assets in companies whose stock market value is at a significant discount to the fair or intrinsic value of the business. Investing in under valued companies provides two benefits. First, it provides investors with a margin of safety if events don’t unfold in a way that investors would have hoped and second, they can expect to receive an excess investment return as and when this under valuation is corrected by the stock market. How does this work in practice? A company’s shares will trade at a discount to its intrinsic value for one of two reasons: neglect or controversy. Where the cause is neglect, the stock market is not concerned that there is a particular problem with the business; it is just that the company is seen to offer relatively dull prospects in a world where many investors crave excitement. Where there is a controversy surrounding the company, investors are worried that a downturn in the economy or some secular change in the company’s industry will negatively impact profitability. This uncertainty is unsettling for many investors and can cause them to sell the shares. In a desire to avoid what are sometimes seen as troubled businesses, investors often forget that the purchase of a share exposes them to a very long-term stream of corporate cash flows, the true value of which only changes by a relatively small amount even in the event of a severe recession. The result is that share prices will often overreact to short-term news flow. Temple Bar seeks to take advantage of this excess volatility by investing in companies whose shares are significantly undervalued based on a conservative view of a business’s long-term profit potential . What evidence is there supporting this style of investment? Numerous academic studies1 have shown that systematically investing in lowly valued companies has seen investors enjoy an excess long-term investment return above the wider stock market, even though it is often these companies that are seen to operate in the most challenged industries. The reason for this outperformance comes down to psychological factors where investors systematically overpay for those companies whose prospects are seen to be the most attractive, whilst being too quick to overlook or dismiss companies where the outlook is more difficult. By investing the Trust’s assets in lowly valued companies, we aim to take advantage of these behavioural inconsistencies to the benefit of the Temple Bar ’s shareholders. So, what is that you look for in companies? We seek to identify fundamentally sound but lowly valued companies whose shares are priced to offer higher investment returns in the future. A fundamentally sound business is one that can grow its profits over time (although not necessarily in each year), has strong finances and a capable and sensible management team who allocate capital in the best interests of their shareholders. How would you describe the investment backdrop in the last year? Most stock markets delivered attractive returns in 2023, despite having to contend with further interest rate rises, the ongoing war in Ukraine and instability in the US banking sector. In the US, the UK and Continental Europe, Central Banks have been raising rates to bring inflation back to the target level of around 2%. In the summer, there were concerns that Central Banks were losing this battle which led to fears that interest rates might have to take another step up, thereby increasing the risk of a hard landing in the economy. However, in the fourth quarter, the narrative changed considerably thanks to several downside surprises in inflation readings, which led to hopes that inflation would soon be back to around target levels. For stock markets, this led to optimism that an economic soft landing was coming into view, whereby inflation would be back at target levels without a recession taking place. 1 One study from Professors Dimson, Marsh and Staunton used dividend yield as a measure of valuation and demonstrated that the highest yielding part of the US stock market between 1927 and 2022 generated a total return of 11.2% per annum versus 9.4% per annum for the lowest yielding part, meaning that $1 at the start of the period became $25,277 in the former but only $5,513 in the latter. The data for the UK market starts from 1900 with £1 invested producing £199,040 in high yielding stocks versus £9,717 for low yielding stocks. Source: © Elroy Dimson, Paul Marsh and Mike Staunton; US data is from Professor Kenneth French, Tuck School of Business, Dartmouth. UK data is from Elroy Dimson, Paul Marsh, and Mike Staunton, London Share Price Database. The following link can be used to obtain further information online: https://assets.london.edu/hxo16fanegqh/2IqOF6Hm6WFzJrm96rPwFY/ a00257bcf04cd917a821b3e40084de89/global-investments-yearbook.pdf Past performance is not a guide to future returns. The information shown above is for illustrative purposes. 15 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 Portfolio Manager’s Report continued Turning to the financial year, how has the portfolio performed and what were the major winners and losers? Despite the depressed starting valuation, the UK equity market was a laggard in 2023, delivering a total return of around 8% , however, the Trust’s portfolio performed well in the year, outpacing the rise in the FTSE All-Share. Temple Bar benefitted from significant rises in the share prices of Marks & Spencer, Centrica and International Distribution Services (the old Royal Mail Group). Each of these three companies added over a per cent to the Trust’s return, with Marks & Spencer more than doubling during the year. The Trust ’s portfolio was negatively impacted by a more than 30% fall in the share price of Anglo American. In 2023, Marks & Spencer continued to perform well from an operational perspective, taking market share in both clothing and food and continuing to make good progress towards its longer-term profitability targets. Although it can’t be quantified, there is little doubt that the company is benefiting from the demise of several competitors during the COVID pandemic, and the company is able to invest capital at high returns in rightsizing and re-orientating its store estate. If achieved, the company’s profitability targets would simply bring the retailer’s profitability in line with its peers and would result in significant growth in shareholder earnings, thereby suggesting that the shares continue to be undervalued. Centrica announced the results of a strategic review in the summer. The company has a unique place in the energy value chain and can add value as a producer of power, through the provision of energy infrastructure, system optimisation through its Marketing and Trading business and energy retail through British Gas. Having simplified and de-risked the business, management intend to invest in the energy transition and thereby create further value for shareholders. Nevertheless, the company’s profits will continue to be sensitive to the level of energy prices. Even assuming a ‘normalisation’ of commodity prices from today’s elevated levels to pre COVID levels, the company continues to be valued at around nine times it annual profits. The company also has significant portion of its market capitalisation as net cash on its balance sheet, and this needs to be factored into any consideration of value. International Distribution Services performed well in 2023 as a new agreement with its unions bedded in well. A successful execution of the agreement will enable the company to release significant unrealised potential in the company’s UK business and thereby drive group profitability higher. Making just modest assumptions about the potential profitability in the company’s UK business, suggests that the company is valued at less than six times its earnings potential. For some time, we have believed that more than 100% of the company’s market capitalisation can be justified by its overseas (parcels only) business alone, suggesting that the stock market is placing a negative valuation on the more challenged UK business. This is even though more than half of the company’s UK revenues are derived from parcels (rather than letters) and it has around a 50% market share in the UK parcels market. On the negative tack, Anglo American downgraded its production guidance for 2024 and 2025 and as a result 2024 earnings estimates were cut by 20% to 25%. These profit downgrades are unwelcome although the accompanying share price fall has left the shares looking very undervalued. To address balance sheet issues, the company went through a radical restructuring in 2015, halving the number of assets in its portfolio and consequently, the assets that remain are generally of good quality. Anglo American has significant investments in publicly quoted assets and stripping these out, the company’s Copper, Diamond, Metallurgical Coal and Nickel assets are valued at just five times earnings before interest and tax. We would therefore not be surprised to see some corporate activity if the operating performance of the company does not improve. This could take the form of asset disposals to demonstrate value or a bid for all or parts of the group. 16 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023How has the Trust ’s portfolio changed over the year? In 2023, the Trust purchased shares in Stellantis, a company formed by the merger of Fiat Chrysler and Peugeot in 2021. The rationale for the merger was to combine the European strength of the Peugeot business with the North American strength of Fiat Chrysler. Combining the entities has allowed for significant cost saving s and created a stronger and more diversified business. At the time of purchase, the company was valued at around three times its annual profits and the shares offered a dividend yield of around 8%. In the last two years, the auto industry has enjoyed high profitability as strong demand post COVID, coupled with muted supply drove price increases in most markets. Whilst profitability is likely to decline in future years as industry conditions normalise, in our view, the company would nevertheless continue to be very attractively valued. The company has significant net cash on its balance sheet, equating to around one third of its market capitalisation. Stellantis has performed well since its purchase and in 2023 added over 1% to the Trust’s return. We also established a position in GlaxoSmithKline (“GSK”), a high-quality global franchise which has traditionally struggled with execution and whose shares have therefore significantly underperformed its peers over almost all-time frames. The company’s vaccines business is the global leader, with the widest product and technology portfolio, and is well insulated from threats, with more than 90% of revenues coming from vaccines with more than 90% efficacy. In combination with GSK’s pharmaceutical business, the company should be capable of delivering good levels of growth. The management targets annual sales and operating profit growth of more than 5% and 10% respectively over the five years to 2026. A new position in the Dutch Insurer, NN Group, was also established which derives most of its profits from the Dutch pension market. The company targets moderate growth in profits in the coming years and its balance sheet is strong. At the time of purchase, the company was valued at a multiple of six-times profits and offered a dividend yield of around 9% and is expected to return another 3% of its market capitalisation in share buybacks in respect of 2023. The UK stock market continues to be compared negatively with other major equity markets. Do you think this is justified and are you able to find appealing investment opportunities in the UK? The UK stock market remains very out of favour with investors who continue to sell UK assets to channel money overseas. Here investment prospects are seen to be more exciting even though a large portion of the profits of companies listed in the UK are derived from outside the UK. The result of this negative sentiment towards the UK however is that UK listed stocks are valued at a significant discount to their overseas listed peers for no other reason than they happen to be listed in the UK. Today, your portfolio in aggregate is valued at a multiple of around eight times last year’s estimated earnings. In contrast, in the US, the S&P 500 is valued on a multiple of over twenty times, more than 2.5x the valuation of the Trust’s portfolio. In respect of the UK, you should take comfort from the fact that markets don’t de-rate forever and that this headwind will ultimately abate and maybe even become a tailwind. If the Trust’s portfolio simply re-rated back to a still conservative ten times earnings on an earnings base that was unchanged, the Trust would deliver a return of around 25% to its shareholders from this re-rating alone. Whilst many will no doubt continue to take a dim view of UK economic prospects; it is important to remember that the Trust buys companies and not economies. The companies in which the Trust is invested are sound, conservatively run businesses with strong finances and capable management teams. How is the portfolio currently positioned and what is your outlook for the year ahead? Whilst it is somewhat frustrating that UK listed shares continue to attract such miserly valuations, the attraction for the long-term investor is significant as stock market history has shown that the best predictor of long-term future investment return is starting valuation. Time and time again, those that have invested in highly valued assets have been rewarded with suboptimal returns, even though the underlying asset has continued to perform well from an operational perspective. Conversely, Nick Purves and Ian Lance joined Redwheel in August 2010 and together manage c.£3.9 billion of client assets. those that have invested in lowly valued, but fundamentally sound businesses, which did not happen to fit with the prevailing investment narrative at the time of purchase, have enjoyed outsized gains. We are often asked when UK equities will re-rate and whilst we can’t answer this question, we would point out that one doesn’t need the Trust’s portfolio to re-rate to enjoy an attractive investment return. A lowly valued company that converts a significant portion of its profits into cash can pay a generous dividend and undertake value enhancing share buybacks whilst holding debt at a constant level. As we enter 2024, the Trust’s portfolio continues to be priced to offer its shareholders further excess investment return in the future. Could you provide your views on the post-period takeover bids that were received on holdings within the portfolio?” So far in 2024, there have been two bids for companies held in the Trust’s portfolio; first Currys and then Direct Line Group. Whilst takeover bids can come at any time, this is perhaps not a surprise as many of the companies in the portfolio carry a stock market valuation which is significantly below a reasonable view of their true value. The UK continues to be an attractive place to invest and given the rock bottom valuations that exist in some parts of the UK market, it is understandable that private equity and corporate buyers would want to take advantage of that. We have mixed feelings about these takeover approaches. Takeover bids highlight the undervaluation that exists in the target companies and can result in a rapid crystallisation of the upside that we believed existed at the time of a stock’s purchase. However, we must also remember that private equity bidders especially are intent on paying a price which continues to under value the company and from which they themselves can make an attractive investment return. They will therefore rarely be prepared to pay what we think the target company is worth. Currys is a case in point. Our view of the company’s fair value was significantly higher than the 67p offered by hedge fund , Elliott who have since said that they are not prepared to bid any more. In 2022, the private equity group, Apollo Capital, made three takeover offers for Pearson, the educational publisher, and last year, First Abu Dhabi Bank approached Standard Chartered. It is reasonable to expect that there will be more bids for companies in the Trust’s portfolio and shareholders should expect to benefit further from that. Ian Lance and Nick Purves Redwheel 3 April 2024 17 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Our Approach to ESG ESG is incorporated in to the investment process rather than being implemented by a centralised team. ESG is integrated in to our stock research as one of the four risks we assess before investing in a company (along with valuation risk, business risk and balance sheet risk). “We see our role as stewards of our investors’ capital as wholly consistent with investing responsibly and encouraging our investee companies to act sustainably. Sustainability and our long-term investment horizon go hand-in-hand. Furthermore, as value investors, we believe we can have an outsized impact on sustainability issues, as these are often of greater importance to older economy companies that typically fall into our value universe, particularly on environmental issues.” Redwheel UK Value & Income Team Stewardship Policy, 2021 Deep understanding of individual stocks SASB Materiality Map¹ Assessment of material risks for a company or sector Governance ESG Risk Rating provided by Sustainalytics Non-financial material risks at portfolio level Independent research 1The Sustainability Accounting Standards Board Incorporated into broader fundamental research Environmental • The potential for climate issues to cause a material financial impact on the value of individual companies has increased dramatically in the past decade • We believe that the answer to environmental problems is not as simple as divesting from challenged sectors • By actively engaging with companies, by supporting them in the transition to a sustainable business model, we believe the outcome can be better for the Company and the environment Social • We believe companies should be mindful of the interests of all stakeholders • Companies treating their employees, customers, or suppliers badly store up future problems for the business in terms of human capital, brand value and reputation Governance • Governance has always been at the heart of our process as we believe it sets the basis for the culture of a firm, supporting long-term value creation and positive environmental and social outcomes • Governance means shareholder rights, governance structures and aligning management with shareholders through remuneration policies. 18 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Engagement Case Studies 19 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Anglo American ESG Risk: Environmental and Governance Background: Anglo American is a multi-national mining company and is a major producer of platinum, diamonds, copper, nickel, iron-ore and steelmaking coal. Due to the nature of their business, Anglo American has been identified as one of the world’s largest GHG emitters by the Climate Action 100+ investor coalition. Anglo American are targeting net zero in Scope 1 and Scope 2 emissions by 2040, and a 50% reduction in Scope 3 emissions by 2040 (against a 2020 baseline). In addition, health and safety is an important issue for companies in the extractives sector due to a high level of risk in operations. Anglo American’s total injury frequency rate has tracked up since 2020, and sadly there have been three fatalities so far in 2023. Our engagement: • The aim of this engagement was to present our assessment of Anglo American’s transition plan and why these issues matter in the context of current investment industry trends. The secondary aim was to better understand what had caused the fatalities and what is being done to address any gaps in process. • The team had two face to face interactions with Anglo American as part of the engagement. The first was with Anglo American’s investor relations team and their Head of International Policy and UK Government Relations, this was followed by a meeting with Anglo American’s CEO post their H1 2023 results. 20 Outcome: In the first interaction we highlighted strengths and weaknesses of Anglo American’s transition plan and provided recommendations. Anglo American appreciated our in-depth research and the opportunity to have a structured and constructive discussion on the issues the company faces. We later had an opportunity to discuss the ongoing engagement on emissions and the CEO confirmed that we would receive a detailed response to our concerns. Regarding safety, Anglo American highlighted the continued work to implement their targeted safety strategy including investing in systems and technology, standards, and training their employees. With regards to the fatalities suffered this year, they have launched a thorough investigation to determine the causes of the accident and the learnings from this. We also met with the CEO of Anglo American, who gave us details of the tragedy that cost two lives in the Los Bronchos mine in August. Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Barrick Gold ESG Risk: Social Background: Barrick Gold is a Canadian based mining company. In early 2019 it completed its merger with Randgold Resources to create the world’s largest gold miner at the time. The company has a troubled history and we have engaged with them frequently over recent years on a number of issues primarily relating to human rights. When it merged with Randgold in early 2019, several of Barrick’s mines were not operating due to controversy. Randgold had a much better operational reputation and their management team, led by CEO Mark Bristow and CFO Graham Shuttleworth, took control of the merged company. Our engagement: • This past year Redwheel hired Jessica Wan to be the Social Lead within Greenwheel, their in-house sustainability research unit, bringing with her immense human rights knowledge. Jessica has greatly enhanced Redwheel’s approach and introduced a new human rights framework. • Using that framework, we conducted a thorough review of Barrick Gold’s human rights policy. Our assessment was that Barrick Gold have implemented a comprehensive human rights policy, made good progress in cleaning-up legacy issues and align with international best practices. We did identify areas where the company could improve upon, to give more comfort about the implementation of best practice and redress of legacy issues. • To get comfort that Barrick Gold have properly addressed these issues, we engaged again in 2023 with the company’s CEO and then with the company’s sustainability team who gave an in-depth review of how they handled the legacy issues and what steps are being taken to prevent a recurrence in the future. Outcome: These dialogues are ongoing, and we hope that with these engagements Barrick can advance on the areas we outlined above. We believe it is worth supporting good mining companies, that they can generate attractive returns for investors and in demonstrating their role in supporting economic and social development, as well as the transition, and acting in line with Global Norms, they improve their image and brand and by doing so they reduce sustainability risks for the portfolio. 21 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023BP ESG Risk: Environmental Background: BP announced a climate transition strategy adjustment in February, which elicited many negative news headlines as the move was broadly interpreted as reducing BP’s climate commitments. However, as with the original commitment in 2020 to reduce hydrocarbon production by 40% by 2030 perhaps receiving too much praise, we felt the latest announcement was perhaps judged too harshly. Our engagement: • Rather than accept the headlines, we wished to understand more deeply the impact of the changes and the motivation for those changes, as there are several ‘narratives’ as to why BP altered the strategy. • Critical narratives might point out that BP was never a true transition believer, the plan announced in 2020 being a nice way to present asset disposals when oil prices were low, and now with high oil prices they decide to keep the assets. A less critical narrative might claim that the management felt pressure from shareholders to slow the speed of the transition, that the earnings bridge between the legacy hydrocarbon business and the low carbon growth businesses was too risky, the decline rate on legacy assets too steep and the growth rate on low carbon too uncertain. • In understanding BP’s change in strategy, we engaged numerous times with the company (including CEO, CFO, Head of Gas and Renewables, Head of Sustainability and Company Secretary), we spoke with peers in the financial industry to gauge other views and our internal Greenwheel team guided us in our assessment against net zero pathways. Outcome: What we know is divestment itself does not decarbonise the real world, it may decarbonise a company or indeed a portfolio, but it does not follow that it reduces real world emissions or mitigates global warming. BP and other majors have been selling assets to private companies who sweat the assets harder and often have worse environmental records, and they certainly are less transparent. Therefore, divesting is not climate positive. The second leg to understand is how the cashflows are spent from the legacy assets and we can see that BP is deploying more capital to low carbon businesses as a result of retaining more upstream assets. On balance, BP’s latest move may be climate positive. However, if the move signals to other oil majors that retreating from climate ambition is acceptable, then this would clearly be a negative outcome. 22 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 202323 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Sector Energy Place of primary listing Valuation £’000 % of portfolio UK 57,818 Portfolio of Investments As at 31 December 2023 Company Royal Dutch Shell Shell explores for, produces, and refines petroleum. The company produces fuels, chemicals, and lubricants. Shell owns and operates gasoline filling stations worldwide. BP BP is an oil and petrochemicals company. The company explores for and produces oil and natural gas, refines, markets, and supplies petroleum products, generates solar energy, and manufactures and markets chemicals. TotalEnergies TotalEnergies operates as an energy company. The company produces, transports, and supplies crude oil, natural gas, and low carbon electricity, as well as refines petrochemical products. TotalEnergies owns and manages gasoline filling stations worldwide. Marks & Spencer Group Marks & Spencer Group operates a chain of retail stores. The company sells consumer goods and food products, as well as men’s, women’s, and children’s clothing and sportswear NatWest Group NatWest Group operates as a banking and. financial services company. The Bank provides personal and business banking, consumer loans, asset and invoice financing , commercial and residential mortgages, credit cards, and financial planning services, as well as life, personal, and income protection insurance. Aviva Aviva operates as an international insurance company that provides all classes of general and life assurance. The Company also offers a variety of financial services, including long-term savings and fund management ITV ITV provides broadcasting services. The company produces and distributes content on multiple platforms. ITV serves customers in the United Kingdom. Stellantis Stellantis manufactures and markets automobiles and commercial vehicles. The Company also produces metallurgical products and production systems for the automobile industry, as well as owning publishing and insurance companies. Stellantis serves customers worldwide. Barclays Barclays is a global financial services provider engaged in retail banking, credit cards, wholesale banking, investment banking, wealth management, and investment management services Anglo American Anglo American is a global mining company. The company’s mining portfolio includes bulk commodities including iron ore, manganese, and metallurgical coal, base metals including copper and nickel, and precious metals and minerals including platinum and diamonds. 1 2 3 4 5 6 7 8 9 10 24 Energy UK 50,819 Energy France 43,078 Consumer Staples UK 42,012 Financials UK 40,581 Financials UK 35,019 Communications UK 34,338 Consumer Discretionary Netherlands 32,110 Financials UK 31,721 Materials UK 30,013 7.3 6.5 5.5 5.3 5.1 4.4 4.3 4.1 4.0 3.8 Top Ten Investments 397,509 50.3 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Company NN Group Standard Chartered WPP GSK Kingfisher International Distributions HP Centrica Pearson Citigroup Currys Honda Motor BT Group Forterra Vodafone Group Capita Newmont CK Hutchison Group Barrick Gold Continental Short-dated UK T-Bills Sector Financials Financials Communications Healthcare Consumer Discretionary Industrials Information Technology Utilities Consumer Discretionary Financials Top 20 Investments Consumer Discretionary Consumer Discretionary Communications Materials Communications Industrials Materials Industrials Materials Consumer Discretionary Netherlands UK UK UK UK UK United States UK UK United States UK Japan UK UK UK UK United States Hong Kong Canada Germany Total Equity Investments Fixed Interest UK Total Valuation of Portfolio Place of primary listing Valuation £’000 % of portfolio 29,939 29,199 28,513 26,536 26,145 24,933 24,010 23,471 22,762 20,453 653,470 16,434 14,609 14,249 14,142 13,098 11,014 10,590 10,394 9,892 8,983 776,875 13,713 790,588 3.8 3.7 3.6 3.4 3.3 3.1 3.0 3.0 2.9 2.6 82.7 2.1 1.8 1.8 1.8 1.7 1.4 1.3 1.3 1.3 1.1 98.3 1.7% 100% 25 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 Temple Bar % FTSE All-Share % 23.6 19.3 15.3 11.4 8.2 5.8 5.3 3.4 3.0 3.0 – 98.3 1.7 100.0 18.6 11.7 8.8 2.9 9.0 13.8 15.7 11.1 1.7 4.0 2.7 100.0 – 100.0 Portfolio Distribution As at 31 December 2023 Discount to NAV 1 2 3 4 5 6 7 8 9 10 11 Industry Financials Energy Consumer Discretionary Communications Materials Industrials Consumer Staples Healthcare Information Technology Utilities Real Estate Total Equities Fixed Interest Total Portfolio Source: Redwheel *FTSE All-Share ex investment Trusts 26 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 27 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Overview of Strategy The Strategic Report is designed to help shareholders assess how the Directors have performed their duty to promote the success of the Company during the year under review. Business of the Company Temple Bar Investment Trust Plc was incorporated in England and Wales in 1926 with the registered number 00214601. The Company carries on business as an investment company under Section 833 of the Companies Act 2006 and has been approved by HM Revenue & Customs as an investment trust in accordance with Section 1158 of the Corporation Tax Act 2010. Section 172 Statement The Directors’ overarching duty is to act in good faith and in a way that is the most likely to promote the success of the Company as set out in Section 172 of the Companies Act 2006 (“Section 172”). In doing so, Directors must take into consideration the interests of the various stakeholders of the Company, having regard, amongst other matters, to the following six items: The likely consequences of any decision in the long term All Board discussions include consideration of the longer-term consequences of any key decisions and their implications for the relevant stakeholders. In managing the Company during the year under review, the Board acted in the way which it considered, in good faith, would be most likely to promote the Company’s long-term sustainable success and to achieve its wider objectives for the benefit of our shareholders as a whole, having had regard to our wider stakeholders and the other matters set out in Section 172. The interests of the Company’s employees This provision is not relevant as the Company does not have any employees. The need to foster the Company’s business relationships with suppliers, customers and others The impact of the Company’s operations on the community and the environment The Board’s approach is described under “Stakeholders” on the following page. The Board takes a close interest in responsible investment issues and sets the overall strategy. Management of the portfolio is delegated to the Portfolio Manager, which is responsible for the practical implementation of policy. A description of the Company’s approach to stewardship and the role of the Portfolio Manager is set out on page 39. The desirability of the Company maintaining a reputation for high standards of business conduct The Board’s approach is described under “Culture” on page 30. The need to act fairly between shareholders of the Company The Board’s approach is described under “Stakeholders” on the following page. In considering the primary purpose of the Company, the Board made several key decisions during the year. The Board: • continued to instruct the use of share buy backs as a means of stabilising the share price discount to NAV in response to sector weakness (for further details see pages 7 and 46); • worked with the Portfolio Manager and Frostrow Capital to maintain a high level of shareholder engagement via webinars and newsletters; and • increased dividend payments at a sustainable level based on income received from investments (for further details see page 3 1). The Directors have reviewed and discussed each aspect of Section 172 and consider that the information set out on pages 29 and 30 is particularly relevant in the context of the Company’s business as an externally managed investment company which does not have any employees or suppliers. 28 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Stakeholders The Board continuously seeks to understand the needs and priorities of the Company’s stakeholders, and these are taken into account during all of its discussions and as part of its decision making. As the Company is an externally managed investment company and does not have any employees or customers, it therefore has very little direct impact on the community or the environment. Its key stakeholders comprise its shareholder base and its lender. The Company also has important contractual relationships with its key service providers but does not consider these to be stakeholders. The Company recognises the indirect impact it may have on the community and the environment through its investee companies. Further details on this are set out on pages 39 to 42. The sections below outline why these key stakeholders are considered of importance to the Company and the actions taken to ensure that their interests are considered. Shareholders The primary purpose of the Company is to deliver long-term returns for shareholders from a diversified portfolio of investments. Continued shareholder support and engagement are critical to the existence of the Company and the delivery of its long-term strategy. The Board recognises the importance of engaging with shareholders on a regular basis to maintain a high level of transparency and accountability and to inform the Company’s decision making and future strategy. The Board primarily engages with shareholders through direct engagement by the Chairman and through the Portfolio Manager and Frostrow Capital who maintain an ongoing dialogue with shareholders through regular shareholder communications, both written and verbal. The Portfolio Manager has continued to publish quarterly newsletters written by the p ortfolio m anagement team , which explore their ideas and philosophies around investing and explain the positioning of the portfolio. Online statistics on engagement show that these newsletters remain very popular with shareholders. Additional dialogue with shareholders is achieved through the annual and half-yearly reports, both of which contain reports from the Portfolio Manager, the daily NAV announcements and the monthly fact sheet which is available on the Company’s website. Portfolio data is also provided to external providers such as Morningstar, which feeds several websites on a monthly basis. One of the Board’s long-term strategic aspirations has been that the Company’s shares should trade consistently at a price close to the NAV per share. During the year under review investment companies as a sector again saw discounts widen significantly, in the face of economic headwinds and political instability (the average discount was 13.5%* as at 31 December 2023). The Company continued to use share buy backs throughout the year to protect its discount, generally maintaining it at a level less than 6%. Both the Board and the Portfolio Manager has continued to focus heavily on the promotion of the Company, in order to maintain buying interest in the Company’s shares and to support a natural narrowing of the discount. An important role of the Board is to ensure that the Company’s ongoing charges are competitive both in terms of its peer group and other comparable investment products. While having an optimal service provider structure brings inevitable cost, excessive expense can eat away at investment returns over time. For that reason, despite the exercise described later in the document the Board remains focused on limiting cost increases to shareholders as far as possible, despite the current inflationary environment. All shareholders are encouraged to attend and vote at AGMs, at which the Board and the p ortfolio m anagement team are available to discuss issues affecting the Company and to answer any questions. Further details regarding the AGM are set out in the Notice of AGM on pages 93 to 96. * Source: Cavendish Securities. 29 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Overview of Strategy continued Lenders Alongside shareholders’ equity, the Company is partly funded by debt. All the Company’s debt is subject to contractual terms and restrictions. We have an established procedure to report regularly to our lender on compliance with debt terms. It is our policy that all interest payments and repayments of principal will continue to be made in full and on time. Service Providers To function as an investment trust with a premium listing on the London Stock Exchange, the Company relies on a number of suppliers and advisers for support in complying with all relevant legal and regulatory obligations. The Company’s day-to-day operational functions are delegated to a number of third-party service providers, each engaged under separate contracts. The Company’s principal service providers are the Portfolio Manager, Alternative Investment Fund Manager, Administrator and Company Secretary, Custodian and Depositary, Broker, Solicitor and the Registrar. Over the past three years the Board believes it has continued to develop a close and constructive working relationship with the Portfolio Manager, which it believes is crucial to promoting the long-term success of the Company. Representatives of the Portfolio Manager attend Board meetings and provide reports and verbal updates on matters relating to investments, performance and marketing. The Board, primarily through the Audit and Risk and Management Engagement Committees, keeps the ongoing performance of the Portfolio Manager and the Company’s other principal third-party service providers under continual review. Culture The purpose of the Company is to deliver long-term returns for shareholders from a diversified portfolio of investments. These investments will primarily be UK listed. The Company has no employees, but the culture of the Board is to promote strong governance and a long-term investment outlook with an emphasis on investing in businesses that can deliver enduring value to shareholders. Therefore, the Board asks the Company’s Portfolio Manager to invest in stocks that fulfil the traditional metrics of the value style but also possess a business model that is resilient and viable in the long term. Investment Objective and Policy The Company’s investment objective is to provide growth in income and capital to achieve a long-term total return greater than the benchmark FTSE All-Share Index, through investment primarily in UK-listed securities. The Company’s policy is to invest in a broad spread of securities with typically the majority of the portfolio selected from the constituents of the FTSE 350 Index. Investment Guidelines The UK equity element of the portfolio will be mostly invested in the FTSE All-Share Index; however, exceptional positions may be sanctioned by the Board and up to 30% of the portfolio may be held in listed international equities, subject to a maximum 10% exposure to emerging markets. The Company may continue to hold securities that cease to be quoted or listed if the Portfolio Manager considers this to be appropriate. There is an absolute limit of 10% of the portfolio in any individual stock with a maximum exposure to a specific sector of 35%, in each case irrespective of their weightings in the Benchmark . It is the Company’s policy to invest no more than 15% of its gross assets in other listed investment companies (including listed investment trusts). The Company maintains a diversified portfolio of investments, typically comprising 30-50 holdings, but without restricting the Company from holding a more or less concentrated portfolio from time-to-time as circumstances require. The Company’s long-term investment strategy emphasises stocks of companies that are out of favour and whose share prices do not match the Portfolio Manager’s assessment of their longer-term value. From time-to-time fixed interest holdings or non-equity interests may be held for yield enhancement and other purposes. Derivative instruments may be used in certain circumstances, and with the prior approval of the Board, for hedging purposes or to take advantage of specific investment opportunities. Liquidity and borrowings are managed with the aim of increasing returns to shareholders. The Company’s gross gearing range may fluctuate between 0% and 30%, based on the current balance sheet structure, with an absolute limit of 50%. As a general rule, it is the Board’s intention that the portfolio should be reasonably fully invested. An investment level of 90% of shareholder funds is regarded as a guideline minimum investment level dependent on market conditions. Risk is managed through diversification of holdings, investment limits set by the Board and appropriate financial and other controls relating to the administration of assets. 30 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 Key Performance Indicators The key performance indicators (“KPIs”) used to determine the progress and performance of the Company over time, and which are comparable to those reported by other investment trusts, are: • NAV total return relative to the FTSE All-Share Index; • Discount/premium to NAV; • Dividends per share; and • Ongoing charges. While some elements of performance against KPIs are beyond the Board’s and Portfolio Manager’s control, they provide measures of the Company’s absolute and relative performance and are, therefore, monitored by the Board on a regular basis. NAV Total Return In reviewing the performance of the assets in the Company’s portfolio the Board monitors the NAV in relation to the FTSE All-Share Index. This is the most important KPI by which performance is judged. During the year the NAV total return with debt at fair value of the Company was 12.3% compared with a total return of 7.9% by the FTSE All-Share Index. As noted in both the Chairman’s Statement and Portfolio Manager’s Report, the Company outperformed the FTSE All-Share Index on both a NAV and share price basis. Discount to NAV The Board monitors the premium/discount at which the Company’s shares trade in relation to their NAV. During the year the shares traded at an average discount to NAV of 6.0%. This compares with an average discount of 5.1% in the previous year. As set out in the Chairman’s Statement on page 7, during the year the Board closely monitored the discount and utilised share buy backs when it was considered appropriate to do so. The Board and Portfolio Manager closely monitor both movements in the Company’s share price and significant dealings in the shares. In order to avoid substantial overhangs or shortages of shares in the market the Board asks shareholders to approve resolutions which allow for both the buy back of shares and their issuance, which can assist in the management of the discount or premium. Dividends per Share It remains the Directors’ intention to distribute, over time, by way of dividends, substantially all of the Company’s net revenue income after expenses and taxation. The Portfolio Manager aims to maximise total returns from the portfolio. The Company has paid dividends totalling 9.60 pence per ordinary share for the year ended 31 December 2023 (2022: 9.35 pence). The Board hopes to continue sustainable dividend growth over the coming years. This is explained in more detail in the Chairman’s Statement on page 7. Ongoing Charges Ongoing charges is an expression of the Company’s management fees and other operating expenses as a percentage of average daily net assets over the year. The ongoing charges for the year ended 31 December 2023 were 0.56% (2022: 0.54%). The Board reviews the Company’s ongoing charges on a regular basis. The Company’s ongoing charges ratio has remained relatively consistent and compares favourably with peers in the UK Equity Income sector of investment trust companies. 31 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Overview of Strategy continued Ten-Year KPI Summary Discount to NAV Total Returns NAV with debt at fair value3 2014 2015 2016 2017 2018 2019 2020^ 2021 2022 2023 -2.6% -1.2% 20.6% 10.2% -11.3% 27.9% -28.0% 24.6% 0.9% 12.3% Share Price3 -1.4% -7.9% 20.7% 11.0% -9.7% 34.3% -31.5% 20.0% 3.6% 12.5% FTSE All-Share Index3 1.2% 1.0% 16.8% 13.1% -9.5% 19.2% -9.8% 18.3% 0.3% 7.9% NAV per share* (p) 239.1 226.0 236.2 280.0 239.9 294.6 202.0 241.7 228.5 248.0 NAV per share with debt at fair value* (p) 234.9 222.9 259.6 277.4 238.1 292.5 199.2 240.4 233.5 252.2 Share Price* (p) 238.2 210.4 244.6 262.8 229.2 295.2 191.0 221.6 220.5 238.0 Premium/ (Discount) 2 Dividends per share* (p) 1.4% (5.6%) (5.8%) (5.3%) (3.7%) 0.9% (4.1%) (7.8%) (5.6%) (5.6%) 7.78 7.93 8.09 8.49 9.34 10.28 7.70 7.90 9.35 9.60 Dividend Yield 1 3.3% 3.8% 3.3% 3.2% 4.1% 3.5% 4.0% 3.6% 4.2% 4.0% Ongoing Charges 0.48% 0.49% 0.51% 0.49% 0.47% 0.49% 0.50% 0.48% 0.54% 0.56% * Comparative periods have been restated for the sub-division of each ordinary share into 5 new ordinary shares, approved at the AGM held on 10 May 2022 and completed on 13 May 2022. ^ Redwheel was appointed as Portfolio Manager on 30 October 2020. 1 Calculated as dividends per share divided by the year-end share price. 2 Premium / (Discount) of share price to NAV per share with debt at fair value 3 Source: Morningstar for Company returns, Redwheel for FTSE All-Share returns. 32 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 33 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Overview of Strategy continued Principal and Emerging Risks The Board has overall responsibility for reviewing the effectiveness of the system of risk management and internal control which is operated by the Portfolio Manager and the Company’s other service providers. The Company’s ongoing risk management process is designed to identify, evaluate and mitigate the significant risks that the Company faces. A ‘heat map’ system is used, allowing a visual assessment of the different risks identified and adjustment of the inputs based on changing internal and external factors. The Board undertakes a semi-annual risk review with the assistance of the Audit and Risk Committee, to assess the adequacy and effectiveness of the Portfolio Manager and other service providers’ risk management and internal control processes. The Board has carried out a robust assessment of its principal and emerging risks during the period under review, including those that would threaten its business model, future performance, solvency or liquidity. The principal and emerging risks and uncertainties faced by the Company are set out overleaf. The risks arising from the Company’s financial instruments are set out in note 20 to the financial statements (beginning on page 87). 34 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Risk Market Risk By the nature of its activities and Investment Objective, the Company’s portfolio is exposed to fluctuations in market prices (from both individual security prices and foreign exchange rates). As such investors should be aware that by investing in the Company they are exposing themselves to market risks. The Company also uses gearing, via the private placement loans issued, the effect of which is to amplify the gains or losses the Company experiences. Mitigation and Management To manage these risks the Board and the AIFM have appointed Redwheel to manage the portfolio within the remit of the investment objective and policy, and imposed various limits and guidelines, set out on page 30. These limits ensure that the portfolio is diversified, reducing the risks associated with individual stocks. The compliance with those limits and guidelines is monitored daily by Frostrow and Redwheel and reported to the Board weekly. In addition, Redwheel reports at each Board meeting on the performance of the Company’s portfolio, including the rationale for investment decisions, the make-up of the portfolio and the investment strategy. As part of its review of the viability of the Company, the Board also considers the sensitivity of the Company to changes in market prices and foreign exchange rates (see note 20 beginning on page 87), how the portfolio would perform during a market crisis, and the ability of the Company to liquidate its portfolio if the need arose. Further details are included in the Going Concern and Viability Statements on page 38. Geopolitical and Macro Risks As recent years have demonstrated, global events, including unforeseen events, can have a dramatic effect on both financial markets and everyday life. The Company is at risk from both the financial impacts of such events, as well as possible disruption to the day-to-day activities of its service providers and portfolio companies. Ongoing geopolitical tensions around the world while not currently directly affecting the Company may have an impact on its investments. While global events are outside the control of the Company the Board reviews regularly, and discusses with the Portfolio Manager, the wider economic and political environment, along with the portfolio exposure and the execution of the investment policy against the long-term objectives of the Company. The Portfolio Manager performs risk analysis, including country and industry specific monitoring, on an ongoing basis. Climate Risks While the Company itself faces limited direct risk from climate change, the board is cognisant of the potential impact on portfolio companies and their operations. Significant changes in climate, or indeed Government measures taken to combat climate change, could present a material risk to the value of the portfolio. The Board regularly reviews global environmental, geopolitical and economic developments with the Portfolio Manager, along with the implications of these risks and events on portfolio construction and the Company’s operations. ESG considerations are incorporated into the investment process of Redwheel, as part of the drive to invest in companies with long-term viability. The Portfolio Manager also uses its voting powers to engage with and influence investee companies towards taking positive steps against climate change and other environmental impacts. 35 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Overview of Strategy continued Risk Mitigation and Management Shareholder Relations and Share Price Performance Risk The Company is exposed to the risk, particularly if the investment strategy and approach are unsuccessful, that the Company may underperform resulting in the Company becoming unattractive to investors, a widening of the share price discount to NAV per share and the Company may become vulnerable to activist shareholders. Loss of Investment Team or Portfolio Manager A sudden departure of the members of the portfolio management team could result in a short-term deterioration in investment performance. Income Risk – Dividend Risk that the portfolio does not generate the necessary level of income, over time, from which to maintain progressive dividend payments to shareholders. 36 In managing this risk the Board: • reviews the Company’s investment strategy and objective in relation to market and economic conditions, and the operation of the Company’s peers; • discusses at each Board meeting the Company’s future development and strategy; • reviews the shareholder register at each Board meeting; and, • actively seeks to promote the Company to current and potential investors. In addition the Company’s share price and premium or discount to NAV are monitored by the Portfolio Manager and the Board on a regular basis. The Directors attach considerable importance to the level of premium or discount to NAV at which the shares trade, both in absolute terms and relative to the rating at which the UK Equity Income sector of investment trusts is trading, and will take action where levels are deemed to be excessive. The Directors are prepared to be proactive in premium/ discount management to minimise potential disadvantages to shareholders, which continued to be demonstrated during 2023. The investments of the Company are managed by a team of two m anagers, Ian Lance and Nick Purves. The Portfolio Manager takes steps to reduce the likelihood of such an event by aligning the interests of the investment team with the wider organisation, as well as providing a high degree of autonomy with no overarching chief investment officer or investment committee. Furthermore, the AIFM, in consultation with the Board, may terminate the Portfolio Management Agreement should Ian Lance and Nick Purves cease to be able to perform their duties or cease to be associated with the Portfolio Manager and not be replaced by people with relevant experience. The Board monitors this risk through the review of detailed income reports and forecasts which are considered at each meeting, with input from the Portfolio Manager. As at 31 December 2023 the Company had distributable revenue reserves of £12.7 million. Furthermore, income risk is mitigated by the Company’s ability to distribute realised capital gains if required to meet any revenue shortfall. With the level of income paid and forecast by investee companies continuing to increase across the year, the Company has been able to raise its dividend. Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Risk Cyber Security Mitigation and Management The Company has limited direct exposure to cyber risk. However, the Company’s operations or reputation could be affected if any of its service providers suffered a major cyber security breach. A State- backed cyber attack could also result in widespread disruption across the financial services industry. The Audit and Risk Committee receives control reports and confirmation from its service providers regarding the measures that they take in this regard. The cyber security policies of all providers have also been reviewed by the Board. For more widespread disruption such as a state-backed cyberattack limited mitigation is possible, however all service providers remain vigilant given the increased likelihood of such an event in the current climate. Service Provider Risk The Company is reliant on the systems of its service providers and as such disruption to, or a failure of, those systems (including, for example, as a result of cyber-crime or a ‘black swan’ event) could lead to a failure to comply with law and regulations leading to reputational damage and/or a financial loss. To manage these risks the Board, via its Management Engagement Committee and Audit and Risk Committee: • receives reports from Frostrow at each Board meeting, which includes, inter alia, details of compliance with applicable laws and regulations; • reviews internal control reports, key policies, including measures taken to combat cyber security issues, and also the disaster recovery procedures of its service providers; • maintains a risk matrix with details of risks the Company is exposed to and the controls/mitigation in relation to those risks; • receives updates on pending changes to the regulatory and legal environment and progress towards the Company’s compliance with these; and • has considered the increased risk of cyber attacks and received reports and assurance at meetings with its service providers that appropriate information security controls are in place. The AIFM, in addition, to its ongoing monitoring of the investment portfolio and transactions, carries out a formal due diligence exercise on the Portfolio Manager annually, ensuring that the appropriate controls, processes and resourcing are in place to manage the portfolio within the stated investment policies and guidelines. Responsibility for this process moved from Link Group to Frostrow during the year, with Frostrow performing initial due diligence process prior to their appointment. Emerging Risks The Board has in place a robust process to identify, assess and monitor the principal risks and uncertainties and also to identify and evaluate newly emerging risks. The Board, through the Audit and Risk Committee, regularly reviews all risks to the Company, including emerging risks, which are identified by a variety of means, including advice from the Company’s professional advisors, the Association of Investment Companies (the “AIC”), and Directors’ knowledge of markets, changes and events. No new or emerging risks were identified during the year. 37 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Overview of Strategy continued Going Concern The Directors have reviewed the going concern basis of accounting for the Company. The Company’s assets consist substantially of equity shares in listed companies and in most circumstances are realisable within a short timescale. The use of the going concern basis of accounting is appropriate because there are no material uncertainties related to events or conditions that may cast significant doubt about the ability of the Company to continue as a going concern. The Directors therefore have a reasonable expectation that the Company has adequate resources to continue in operational existence for 12 months from the date of the approval of these financial statements. Accordingly, the Directors continue to adopt the going concern basis in preparing the accounts. See note 1 beginning on page 77 for further detail. Viability Statement The Board makes an assessment of the longer-term prospects of the Company beyond the timeframe envisaged under the going concern basis of accounting, having regard to the Company’s current position and the principal and emerging risks and uncertainties it faces. The AIFM and Portfolio Manager have assisted the Board in making this assessment via financial modelling and income forecasting, which demonstrates the financial viability of the Company. Stress-testing scenarios, such as an extreme drop in equity markets, have also been carried out and the projected financial position remains strong and all payment obligations achievable . The stress-testing scenarios used to assess future viability incorporate a number of inputs. The financial structure of the Company is stable, with known payment obligations that can be modelled for future years with a low likelihood of any changes. Revenue expectations are modelled by the Portfolio Manager for future years with decreasing levels of certainty over time, based on the financial position and performance of investee companies. This is combined with an expectation of the rate of dividend payments to be made by the Company over the coming years to give an overall financial projection in normal market conditions. To stress-test this projection, scenarios are then modelled for a 20% and 50% fall in both investee company valuations and the level of dividend payments made. In both cases, because the Company has both the ability to control its own dividend payments and a liquid portfolio of investments, the impact to reserves could be managed and the Company would remain viable during such periods. The Company is a long-term investment vehicle and the Directors, therefore, believe that it is appropriate to assess its viability over a long-term horizon. For the purposes of assessing the Company’s prospects in accordance with the AIC Code of Corporate Governance (the “AIC Code”), the Board considers that assessing the Company’s prospects over a period of five years is appropriate given the nature of the Company and the inherent uncertainties over a longer time period. The Directors believe that a five-year period appropriately reflects the long-term strategy of the Company and over which, in the absence of any adverse change to the regulatory environment and the favourable tax treatment afforded to UK investment trusts, they do not expect there to be any significant change to the current principal and emerging risks and to the adequacy of the mitigating controls in place. In assessing the viability of the Company, the Directors have conducted a thorough assessment of each of the Company’s principal and emerging risks and uncertainties set out on pages 35 to 37. Particular scrutiny was given to the impact of a significant fall in equity markets on the value of the Company’s investment portfolio. The Directors have also considered the Company’s leverage and liquidity in the context of its long-dated fixed-rate borrowings (see notes 8 and 15 for further details on the borrowings), its income and expenditure projections and the fact that the Company’s investments comprise mainly readily realisable quoted securities which can be sold to meet funding requirements if necessary. As a result, the Directors do not believe that there will be any impact on the Company’s long-term viability. All of the key operations required by the Company are outsourced to third-party providers and alternative providers could be secured at relatively short notice if necessary. The change from Link Group to Frostrow has demonstrated this and leaves the Company strongly positioned. Having taken into account the Company’s current position and the potential impact of its principal and emerging risks and uncertainties, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due for a period of five years from the date of this Annual Report. Modern Slavery Act Due to the nature of the Company’s operational model and the fact that it generates no turnover, the Board is satisfied that the Company is not subject to the UK’s Modern Slavery Act 2015. The Company does not therefore make a modern slavery and human trafficking statement. The Board however appreciates the significance of Modern Slavery as an issue but considers the Company’s supply chains, dealing predominantly with professional advisers and service providers in the financial services industry, to represent a low risk of exposure to modern slavery. In relation to the Company’s investments, the Board has noted that the Portfolio Manager signed a letter in 2023, and will again in 2024, which is sent to FTSE 350 companies considered at that time not to be in compliance with the requirements of the Modern Slavery Act 2015. This initiative, coordinated by Rathbones, was awarded the Stewardship Initiative of the Year award in 2022 by the UN Principles for Responsible Investment. Infractions tend to be of a technical nature, such as not having a Modern Slavery Statement available on websites, or not evidencing that such Statements have approval from the board of the relevant organisation. In 2023, the Portfolio Manager engaged with investee companies to highlight where corrections were required to achieve compliance and worked with Rathbones to monitor responses. Within investments, Redwheel principally assesses the risk of modern slavery exposure through reference to the Corporate Human Rights Benchmark (which scores companies on governance and policies; remedies and grievance mechanisms; and embedding respect and human rights due diligence) and through company compliance with the UN Global Compact, the UN Guiding Principles on Business and Human Rights, and the Organisation for Economic Co-operation and Development Guidelines for Multinational Enterprises. The Portfolio Manager also uses Sustainalytics data to monitor breaches in global norms and controversies including employee incidents. The Materiality Map developed originally by the Sustainability Accounting Standards Board helps improve understanding of the sectors in which companies are most at risk of exposure to labour and modern slavery issues. 38 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Environment As an investment trust which outsources all of its operations, there are no greenhouse gas emissions to report from the operations of the Company other than those of the service providers and limited home working by the Board. The Company does not have responsibility for any other emissions producing sources reportable under the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 or the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. Consequently, the Company consumed very little direct energy during the year and therefore is exempt from the disclosures required under the Streamlined Energy and Carbon Reporting criteria. Environmental and climate considerations – both in a systemic sense and idiosyncratically – have become increasingly important for many in the investment industry and beyond over the past decade. Physical and transitional climate risks remain very much at the top of the list of factors considered to potentially have a material financial impact over the longer term. Attention is now also increasing in relation to the use and management by companies of natural resources, such as water, as well as biodiversity impacts arising in particular from pollution and waste management practices. The Portfolio Manager believes active engagement with portfolio companies is required to address these kinds of challenges. Divesting simply does not address the problem. Instead, by supporting companies as they transition over time to more sustainable business models, the Portfolio Manager believes that environmental impacts can be both reduced and mitigated. Detail on the carbon characteristics of the Company is shown in the following sections. Gender Diversity At the year-end, there were two male and three female Directors on the Board. The Company has no employees and therefore there is nothing further to report in respect of gender representation within the Company. The Company’s policy on diversity is detailed in the Corporate Governance Statement on page 53 . Bribery Act The Company has a zero-tolerance policy towards bribery and is committed to carrying out business fairly, honestly and openly. The Portfolio Manager also adopts a zero-tolerance approach and has policies and procedures in place to prevent bribery. Criminal Finances Act 2017 The Company has a commitment to zero tolerance towards the criminal facilitation of tax evasion. Stewardship/Engagement The Board requires the Portfolio Manager to adopt an active stewardship role, including the effective exercising of shareholders’ ownership rights. It believes that this is central to the achievement of its aim to preserve and grow the long-term real purchasing power of the assets entrusted to it by shareholders. The Portfolio Manager thus monitors, evaluates and if necessary, actively engages or withdraws from investments with the aim of preserving or adding value to the portfolio. It became a signatory to the UN Principles for Responsible Investment in 2020, had been a signatory to the UK Stewardship Code 2012 and in 2023 was again endorsed as a signatory to the UK Stewardship Code 2020. Both the Board and the Portfolio Manager firmly believe that environmental, social and governance issues can have a material financial impact on the value of a company along with its social licence to operate, and therefore on the value of its investors’ capital. It is thus important for a long-term responsible investor to integrate these issues into the investment process. The Portfolio Manager believes that its stewardship role is wholly consistent with supporting companies to grow in a sustainable way, for executive teams and board members to run their companies for the long term and for the benefit of all stakeholders. Moreover, it believes that companies not run in a sustainable manner, from lack of prudence on financial strength and recklessness in the pursuit of growth at the expense of the environment and relations with business stakeholders, have significant potential to put shareholders’ capital at risk. Conversely, companies run in a prudent manner for all stakeholders are believed to be more likely to be successful, resilient, and financially rewarding for shareholders. Further detail on the Portfolio Manager’s approach to stewardship is detailed within its Stewardship Policy1. 1 www.redwheel.com/uk/en/individual/resources 39 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Overview of Strategy continued Carbon Emissions Total Scope 1 & 2 Emissions (t CO2eq) Portfolio Weighted Average Carbon Intensity (WACI) (t CO2eq/GBPm Revenue) 0 30,000 60,000 90,000 120,000 150,000 0 30 60 90 120 150 Temple Bar Investment Trust FTSE All-Share 2023 2022 2023 2022 Temple Bar Investment Trust FTSE All-Share 2023 2023 2022* 2022 Source: FTSE All- Share and Temple Bar Investment Trust data as at 29 December 2023. To ensure consistency and comparability of the emissions of underlying companies, the emissions data used represents emissions generated across financial year 2022. Data provided by Sustainalytics, as at 29 December 2023. * Comparative figures have been amended from those reported in the 2022 Annual Report which had incorrectly understated the weighted average carbon intensity of both the FTSE All-Share and the Company. Approach When monitoring and reporting the carbon credentials of the Company, we use the metrics and methodologies recommended by the Taskforce on Climate-Related Financial Disclosures (TCFD). Analysis focuses on the emissions of companies that are considered to be either “Scope 1” or “Scope 2”. Scope 1 emissions are the emissions directly attributable to a company’s operations, whereas Scope 2 emissions are the emissions indirectly attributable to a company’s operations (e.g. relating to the power it consumes). Both are expressed in terms of tonnes of carbon dioxide equivalent (t CO2eq), the universal unit of measurement used to indicate the global warming potential of greenhouse gases, definition and methodology by Greenhouse Gas Protocol. The integration into the analysis of corporate “Scope 3” emissions remains an aspiration as there are issues relating to data quality and the double-counting of emissions within methodologies which continue to hamper expansion of the analysis. Total Scope 1 & 2 Emissions The chart above provides representations of the absolute greenhouse gas emissions (GHG) attributable both to Temple Bar, and also to a notional investment of equal value in the FTSE All- Share. An equity ownership approach is used to allocate both Scope 1 and Scope 2 emissions to investments. Under this approach, if an investor holds shares equal in value to 5 percent of a company’s total market capitalisation, then the investor is considered to own 5 percent of the Company; accordingly, it is considered to be liable for 5 percent of the Company’s GHG (or carbon) emissions. As compared to the FTSE All- Share, Temple Bar exhibits a higher value for its Scope 1 and Scope 2 emissions (+37%). These metrics are presented on an absolute basis; as the value of the Company increases, we would expect the overall emissions attributable to Temple Bar to increase. The respective values for Temple Bar and the FTSE All- Share, normalised by the value of the Company, which in essence is the carbon footprint metric, are 157.2 and 116.5 tCO2eq/ GBPm, respectively. Temple Bar’s carbon footprint is 35% higher as it has a higher exposure to sectors responsible for a considerable amount of emissions, such as Energy and Consumer Discretionary . Weighted Average Carbon Intensity (WACI): This chart shows the asset-weighted emissions intensity both of Temple Bar, and also of an investment of equal value in the FTSE All-Share. Emissions intensity as a metric reflects the value of a company’s Scope 1 and Scope 2 carbon emissions (t CO2eq), normalised by revenues derived (here, using GBP millions), over a particular period in line with the carbon reporting one, which is financial year 2022 and 2021 respectively. The weighted average carbon intensity of the Company is 3% lower than the FTSE All- Share, indicating on average a lower allocation to carbon intensive companies. Observations As compared to the FTSE All- Share (ex Investment Trusts), Temple Bar has a higher allocation to the Energy sector (+7 .6%), Consumer Discretionary sector (+6.5%)At the same time, the Company’s allocation to the Materials and Utilities sectors is roughly the same as the FTSE All-Share. These are sectors responsible for a significant amount of carbon emissions and the previous figures and charts above demonstrate this. That said, it is important to note that whilst Temple Bar has 100% reported emissions coverage, this is not the case for the FTSE All- Share. Here, only 60.1% of companies disclose emissions data directly. For some of the remaining 38.5% of companies it is possible to make an estimate; for others it is not. Where there is no available emissions data or third party estimates the companies have been excluded from the FTSE All- Share’s analysis, this portion of companies represent around 2.6% of the FTSE All- Share weight in terms of total invested. 40 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Social The Portfolio Manager continues to believe that the financial impact from social issues can be substantial. Companies treating their employees, customers or suppliers inappropriately, store up future problems for the business in terms of human capital (lower productivity, disruption to production, staff turnover), brand value (dissatisfied customers, litigation) and reputation (supply-chain issues, health and safety). Local communities are also important to consider, particularly in extractive industries. Cyber security is a notable risk for many companies, particularly for those holding customer information, sensitive sectors such as banks or utilities or where intellectual property is the basis of the value of a company. The Portfolio Manager researches and monitors social risks, reviewing issues for focus based on the Company’s composition. Exposure to conflict regions is monitored for a risk of human rights abuses. Where there is potential exposure the Portfolio Manager will monitor news flow and speak with the investee companies to evaluate the risk. It may also speak to a company’s wider stakeholders in order to seek a more holistic assessment of specific situations. For instance, during the course of the year, a representative of the Portfolio Manager attended an event hosted by the Trades Union Congress to hear more about the experience of companies engaging with their workforces via unions. Governance The consideration of companies’ approaches to governance has been at the heart of the Portfolio Manager’s process since inception. Governance describes the controls and oversight processes in place to manage operational risks (including environmental and social risks); it also sets the basis for the culture of a firm. The Portfolio Manager seeks investee companies whose management runs the business as owners, and thinks long term about customers, employees, suppliers, and community. Such an approach is believed ultimately to benefit shareholders. The Portfolio Manager believes in the importance of investee companies possessing a strong board, with non-executive directors possessing the requisite skills, experience and independence to counter the impact of a powerful or dominant chief executive officer. Diversity can support this aim and helps to counter ‘group think’ and incorporate better the views of wider stakeholders. Remuneration is an area of controversy, with management pay ratcheting higher, often without consequence for failure or poor performance. Compensation packages must be tied to long-term drivers of sustainable value, rather than a function of financial engineering. The timeframe for executive evaluations should be extended and there should also be a downside risk by requiring management to put significant ‘skin in the game’. If companies behave responsibly and act sustainably there are benefits for society in terms of economic prosperity, political stability, and trust in free markets. This in turn drives further benefits for the companies themselves. The Portfolio Manager therefore believes it makes sense to integrate into the investment process the consideration of a company’s performance in addressing sustainability issues, even if the advantages of doing so take time to emerge. Remuneration The Portfolio Manager believes that governance within UK companies is generally of a very high standard. This reflects the UK Corporate Governance Code and the long history of efforts to raise standards. Whilst there are many individual aspects of corporate governance that the Portfolio Manager considers, remuneration – the design and implementation in practice of pay structures to reward and incentivise behaviours that help the Company execute against its strategy – remains one of the most important. The Portfolio Manager’s view is that the basis of a good corporate remuneration policy is a well-constituted remuneration committee. This requires both the independence of the committee members and relevant experience in the field of remuneration. A committee must guard against the ratcheting upward of compensation awards, balancing this with attracting and retaining talent. The Portfolio Manager encourages companies to set remuneration metrics that align with the overall strategy, reflecting appropriate financial incentives, in combination with non-financial metrics relating to environment and social issues. Environmental metrics should be calibrated to help address specific operational challenges, while on social issues relations with employees, customers, suppliers and the community should be reflected as appropriate. Remuneration is a complex area and challenging to find the right balance between the various objectives and agendas. Shareholders will invariably give conflicting feedback to remuneration committees. Where the Portfolio Manager can have significant influence, they will engage with companies in the construction of the remuneration policy. Where they feel their shareholding in a given company is too low to ensure a constructive basis for engagement, they will share their own remuneration expectations document which sets out for companies what the Portfolio Manager expects to see. The Portfolio Manager in conjunction with the Board will continue to develop the overall approach and push for higher standards, ensuring that they collectively protect shareholder interests and promote long-termism, set in the context of sustainability for all stakeholders. Engagement Policy Engagement is central to the Portfolio Manager’s process. Communicating with investee companies on areas of concern is a key aspect of the Portfolio Manager’s approach. Having a long-term investment horizon and concentrated portfolio allows the Portfolio Manager to build meaningful relationships. The engagement process is led and carried out by the Portfolio Manager, consistent with the Redwheel Stewardship Policy. The specifics of each process will be determined by the size of the exposure within the portfolio and the materiality of the identified risk, amongst other factors. The Portfolio Manager will draw from its own experience in assessing materiality risks as well as both the Company’s own materiality assessment and independent assessments on a sector basis, such as the Materiality Map developed originally by the Sustainability Accounting Standards Board. The method of engagement will depend on the engagement objectives. For example, where the Portfolio Manager holds a position in an investee company and is materially at odds with the Company’s strategic direction or specific actions, it will usually set out its concerns in a letter to the Company and follow up with a meeting. In some instances, the Portfolio Manager will go further and set out a detailed analysis of the business or sector, with proposed alterations to strategy, and discuss this analysis with management. The Portfolio Manager will engage with the chair of an investee company, particularly at times of management change or in relation to long-term questions on strategic direction. It may also engage with the investee company’s senior independent director should it have concerns about the chair or about board effectiveness. Other engagements may take place in response to a request from the investee company themselves, such as engagements with the chair of the remuneration committee to discuss incentive structures and policies. Engaging in collaboration with other shareholders, and casting votes against management at a company’s AGM provide further means to escalate concerns when direct bilateral engagement fails. As regards remuneration, the Portfolio 41 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Overview of Strategy continued Manager aligns its approach to reflect the guidance provided by the Pensions and Lifetime Savings Association, the UK Corporate Governance Code and The Investment Association, as updated from time to time. The evaluation of the outcome of the Portfolio Manager’s engagements will depend on the type of engagement and the extent to which the original objective can be considered to have been achieved. Where the Portfolio Manager looks for specific actions, it will assess the outcome on whether management or the board engaged and subsequently chose to act on the suggestions made. On other issues, the evaluation of the engagement may be more qualitative and not as transparent. The Portfolio Manager tries to be very open about the nature of its engagements and the outcomes of them. Case studies of the Portfolio Manager’s engagement with investee companies during the year are provided on pages 20 to 22 and are just some of numerous calls, meetings and written correspondence that the Portfolio Manager had with companies to discuss a variety of sustainability and ESG-related issues. Externalities and Non-Environmental Issues In addition to adopting a stewardship approach to investment and integrating sustainability and ESG considerations into its investment approach, the Board asks the Portfolio Manager to consider systemic externalities when assessing a company’s suitability for inclusion in the portfolio. Systemic externalities are costs, usually considered as costs to society or the environment,which are not captured by market pricing. In particular, there are some areas where companies operating legally and ethically may, through their joint actions (whether or not coordinated),inadvertently contribute to the delivery of unintended consequences for people and planet, particularly in relation to climate change, global financial fragility and antimicrobial resistance. These are areas where the Board believes that engagement with investee companies, in conjunction with other asset owners, is of particular importance in order to raise awareness amongst companies of the need for market-based response. The Portfolio Manager reports regularly to the Board with regard to its engagement with portfolio companies in relation to such issues. Future Developments The future development of the Company is dependent on the success of its investment strategy in the light of economic and equity market developments. The outlook is discussed in the Chairman’s Statement on page 8 and the Portfolio Manager’s Report on pages 14 to 17. Strategic Report On behalf of the Board Richard Wyatt Chairman 3 April 2024 42 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 202343 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Governance Report Board of Directors Richard Wyatt Lesley Sherratt Chairman of the Board and Member of the Audit and Risk, Management Engagement and Nomination Committees Richard Wyatt was appointed a Director in 2017. He is a former Group Managing Director at Schroders and a Partner at Lazard. He was chairman of the media agency Engine Group and served on the Regulatory Decisions Committee of the FSA. He is currently a global partner of Rothschild & Co. Senior Independent Director, Chair of the Audit and Risk Committee and member of the Management Engagement and Nomination Committees Lesley Sherratt, PhD was appointed a Director in 2015. She has 25 years’ experience as an investment manager, specialising in the analysis of financial services companies but also running the global equity team at Flemings. She was formerly Investment Director of the Save & Prosper and Fleming Flagship ranges of funds, and CEO and CIO of Ark Asset Management Ltd, a hedge fund she founded. She is currently a trustee of the Henry Moore Foundation, a Visiting Lecturer at King’s College, London and writes on ethics in finance. 44 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Shefaly Yogendra Charles Cade Carolyn Sims Member of the Audit and Risk Committee and Chair of the Management Engagement and Nomination Committees Member of the Audit and Risk Committee, Management Engagement Committee and Nomination Committee Member of the Audit and Risk Committee, Management Engagement Committee and Nomination Committee Shefaly Yogendra, PhD was appointed a Director in 2019. She became an independent Non-Executive Director of Witan Investment Trust Plc in February 2023 and was recently the COO of Ditto AI, a symbolic AI startup. She built her career in the technology industry, followed by strategic advisory work on emerging technologies, and specialises in governance, growth, risk, and decision making. She is a non-executive director of Harmony Energy Income Trust PLC and JP Morgan US Smaller Companies Investment Trust PLC. She was listed among the “100 Women To Watch” in the Female FTSE Board Report 2016. Charles Cade was appointed a Director in 2022. He has almost 30 years’ experience in the investment companies sector, and was ranked among the leading analysts throughout his career at Numis Securities, Winterflood Securities, HSBC and Merrill Lynch. He joined the City following an MBA, having previously worked for a consultancy firm and as an economist in the UK government. He is currently a non-executive director of Vietnam Enterprise Investments Ltd, a member of the Investment Committee of the Rank Foundation charity, and an independent consultant to interactive investor, the retail platform. Carolyn Sims was appointed a Director in January 2023. She is the CFO and COO of British International Investment plc (BII), the UK’s Development Finance Institution. Before joining BII in 2020, Carolyn was CFO of the Wealth Management Division of Schroders plc and a member of its Group Management Committee. Prior to that, Carolyn was the CFO of Cazenove Capital Management Limited until its sale to Schroders in 2013. Carolyn started her career with Touche Ross & Co. where she qualified as a Chartered Accountant. She then joined Lazard where her roles included COO for Global Capital Markets and UK Finance Director. 45 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Report of Directors The Directors present the Annual Report & Financial Statements of the Company for the year ended 31 December 2023. Directors The Directors of the Company who held office at 31 December 2023 and up to the date of the signing of the Annual Report are detailed on pages 44 and 45. As at 31 December 2023, the Board of Directors of the Company comprised two male and three female Directors. Lesley Sherratt will retire as a Director of the Company following the AGM. All other Directors, will retire and stand for re-election at the Company’s AGM on 7 May 2024. The rules concerning the appointment and replacement of Directors are set out in the Company’s Articles of Association. There are no agreements between the Company and its Directors concerning any compensation for their loss of office. Ordinary Dividends The interim dividends paid by the Company are set out in note 10 to the financial statements. Subsequent to the year-end, the Board approved a fourth interim dividend for the year ended 31 December 2023 of 2.5 pence per ordinary share, which was paid on 2 April 2024. Upon a winding-up, after meeting the liabilities of the Company, the surplus assets would be distributed to the shareholders pro rata to their holding of ordinary shares. There are no restrictions on the transfer of securities in the Company or on the voting rights of each ordinary share. There are no special rights attached to any of the shares and no agreements between holders of shares regarding their transfer known to the Company and no agreements which the Company is party to that might affect its control following a takeover bid. An amendment to the Company’s Articles of Association and the giving of authority to issue or buy back the Company’s shares requires an appropriate resolution to be passed by shareholders. Proposals for the renewal of the Board’s current authorities to issue and buy back shares are set out in the Notice of AGM on pages 93 to 96. Substantial Shareholders As at 31 December 2023, the Company had received notification of the following disclosable interests in the voting rights of the Company. This information was correct at the date of notification. It should be noted that these holdings may have changed since notified to the Company and may not therefore be wholly accurate statements of actual holdings as at 31 December 2023. However, notification of any change is not required until the next applicable threshold is crossed: Share Capital At the AGM held on 9 May 2023, the Company was granted authority to allot ordinary shares in the Company up to an aggregate nominal amount of £1,531,636, being 10% of the total issued share capital at that date, amounting to 30,632,714 ordinary shares. No shares were issued during the year. The Company was also granted authority to purchase up to 14.99% of the Company’s ordinary share capital in issue at that date, amounting to 45,918,439 ordinary shares. The Company bought back 27,209,505 shares of 5p each at a total cost of £63.5m during the year. This represented 9.4 % of the total voting rights at 31 December 2023. The shares bought back are held in treasury. Number of ordinary shares* 16,385,945 15,861,091 Evelyn Partners Rathbone Investment Management Limited City of London Investment Management Company Limited 14,991,840 Percentage of voting rights 5.64 5.46 5.16 At 31 December 2023, the Company had 334,363,825 ordinary shares in issue, 43,750,944 of which were held in treasury. The total voting rights of the Company at 31 December 2023 were 290,612,881. In addition to the substantial shareholders identified in the table above who have notified the Company of their respective shareholdings, the Company is aware that a significant portion of the share register is represented by retail investors via private investor platforms. Subsequent to the year-end and up to 2 April 2024 , the Company bought back 3, 771,869 ordinary shares for treasury, at a total cost of £8. 9m . At 2 April 2024 , the Company has 334,363,825 ordinary shares in issue, 47, 522,813 of which are held in treasury. The total voting rights at the date of this Annual Report are 28 6,841,012 . Following the date of this report, the Company was notified that City of London Investment Management Company Limited’s holding had decreased to 14,454,355 ordinary shares representing 5.03% of the voting rights. T he Company has not been informed of any other changes to the notifiable interests between 31 December 2023 and the date of this Annual Report. Authorities given to the Directors at the 2022 AGM to allot shares, disapply statutory pre-emption rights and buy back shares will expire at the forthcoming AGM. At general meetings of the Company, shareholders are entitled to one vote on a show of hands and on a poll, for every share held. The ordinary shares carry the right to receive dividends and have one voting right per ordinary share. To the extent that they exist, the revenue, profits and capital of the Company (including accumulated revenue and realised capital reserves) are available for distribution by way of dividends to holders of ordinary shares. 46 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 Post Balance Sheet Events Post balance sheet events are disclosed in note 21 on page 91 to the financial statements. Future Developments Details on the outlook of the Company are set out in the Chairman’s Statement on page 8 and the Portfolio Manager’s Report on pages 14 to 17. Annual General Meeting (“AGM”) The Notice of the AGM of the Company to be held on 7 May 2024 is on pages 93 to 96. In addition to the ordinary business the following items of business will also be proposed. Dividend Policy Resolution 9 set out in the Notice of AGM is for shareholders to approve the Company’s dividend policy which is to authorise Directors of the Company to declare and pay all dividends of the Company as interim dividends, and for the last dividend referable to a financial year to not be categorised as a final dividend. This is subject to shareholder approval. Management Arrangements Under the terms of the Portfolio Management Agreement, Redwheel is paid a management fee equal to 0.325% (0.35% to 30 June 2023) per annum of the Company’s total assets. The Portfolio Management Agreement may be terminated on six months’ notice. The Portfolio Management Agreement is also capable of termination in certain circumstances including in the event that both Nick Purves and Ian Lance cease to be responsible for the management of the Company’s assets or otherwise become incapacitated. Under the terms of the AIFM agreement that took effect from 1 July 2023, Frostrow Capital LLP (‘Frostrow’) are paid 0.125% of market capitalisation up to £250m and 0.1% of market capitalisation above £250m. Continued Appointment of the AIFM and Portfolio Manager The Board keeps the performance of the Portfolio Manager under continual review, and the Management Engagement Committee conducts an annual appraisal of the Portfolio Manager’s performance, and makes a recommendation to the Board about the continuing appointment of the Portfolio Manager. It is the opinion of the Board that the continuing appointment of the Portfolio Manager, on the existing terms, is in the best interests of shareholders as a whole. The reasons for this view are that the Portfolio Manager has executed the investment strategy according to the Board’s expectations and has produced positive returns relative to the broader market. As set out in last years annual report, the Company appointed Frostrow as its AIFM with effect from 1 July 2023. The Company’s Portfolio Manager, RWC Asset Management LLP (‘Redwheel’), will continue in its role. Frostrow also took on a number of marketing and distribution tasks currently undertaken by Redwheel. It is the Directors’ opinion that the continuing appointment of Frostrow as AIFM is also in the best interests of the Company and its shareholders as a whole. Requirements of the Listing Rules Listing Rule 9.8.4 requires the Company to include certain information in a single identifiable section of the Annual Report or a cross reference table indicating where the information is set out. The Directors confirm that there are no disclosures to be made in this regard. Streamlined Energy and Carbon Reporting The Company’s approach to ESG is set out on page 18. Stakeholder Engagement While the Company has no employees, or customers, the Directors give regular consideration to the need to foster the Company’s business relationships with its stakeholders. The effect of this consideration upon the principal decisions taken by the Company during the financial year is set out in further detail in the Strategic Report on page 29. Financial Risk Management Information about the Company’s financial risk management objectives and policies is set out in note 20 to the financial statements. Disclosure of Information to the Auditor The Directors who held office at the date of the approval of the Annual Report confirm that, so far as they are aware, there is no relevant audit information of which the Company’s Auditor is unaware, and each Director has taken all reasonable steps that he/ she ought to have taken as a Director to make himself/herself aware of any relevant audit information and to establish that the Company’s Auditor is aware of that information. 47 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Report of Directors continued Authority to Allot Shares Resolution 10 set out in the Notice of AGM is an ordinary resolution and will, if passed, authorise the Directors to allot up to 28, 684,101 ordinary shares with a nominal value of £1,43 4, 055 or 10% of the Company’s ordinary shares in issue at the date at which this resolution is passed. This will replace the current authority granted to the Directors at the last AGM. This authority will expire at the AGM to be held in 2025 when a resolution to renew the authority will be proposed. The Directors intend to use this authority whenever they believe it would be in the best interests of shareholders to do so. Any such issues would only be made at prices greater than the prevailing NAV per share at the time of issue, including current year income, as adjusted for the market value of the Company’s debt and would therefore increase the assets underlying each share. The issue proceeds would be available for investment in line with the Company’s investment policy. Authority to Disapply Pre-Emption Rights When shares are to be allotted for cash, the Companies Act 2006 requires such new shares to be offered first to existing shareholders in proportion to their existing holdings of ordinary shares. However, in certain circumstances, it is beneficial to allot shares for cash otherwise than by pro rata to existing shareholders and the ordinary shareholders can, by special resolution, waive their pre-emption rights. Resolution 11 set out in the Notice of AGM is a special resolution and will, if passed, authorise the Directors to allot up to 28, 684,101 ordinary shares with a nominal value of £1,43 4, 055 or 10% of the Company’s ordinary shares in issue at the date at which this resolution is passed, for cash on a non-pre-emptive basis. This will replace the current authority granted to the Directors at the last AGM. This authority will expire at the AGM to be held in 2025 when a resolution to renew the authority will be proposed. The Directors intend to use this authority whenever they believe it would be in the best interests of shareholders to do so. Any such issues would only be made at prices greater than the prevailing NAV per share at the time of issue, including current year income, as adjusted for the market value of the Company’s debt and would therefore increase the assets underlying each share. The issue proceeds would be available for investment in line with the Company’s investment policy. No issues of shares will be made which would alter the control of the Company without the prior approval of shareholders in general meeting. Authority to Purchase the Company’s Own Shares The Directors consider it desirable to give the Company the opportunity to buy back shares in circumstances where the shares may be bought for a price which is below the NAV per share of the Company. The purchase of ordinary shares is intended to reduce the discount at which ordinary shares trade in the market through the Company becoming a source of demand for such shares, as well as being accretive to the NAV per share. During the year, the Company continued to buy back shares for this purpose with the shares being held in treasury. Resolution 12 set out in the Notice of AGM is a special resolution and will, if passed, authorise the Directors to buy back up to 14.99% of the Company’s shares in issue at the date at which the resolution is passed. This will replace the current authority granted to the Directors at the last AGM. This authority will expire at the AGM to be held in 2025 when a 48 resolution to renew the authority will be proposed. 27,209,505 shares have been bought back under this authority during the year and 3, 771,869 shares have been bought back under this authority post year-end to 2 April 2024. The maximum price (exclusive of expenses) which may be paid by the Company in relation to any such purchase is the higher of: i) 5% above the average of the mid-market value of shares for the five business days before the day of purchase; or ii the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange. The minimum price which may be paid for an ordinary share is the nominal value of 5 pence each. The decision as to whether to buy back any ordinary shares will be at the discretion of the Board. Ordinary shares bought back in accordance with the authority granted to the Board will either be held in treasury or cancelled. Shares held in treasury may be reissued from treasury but will only be reissued at a price that is in excess of the Company’s then prevailing NAV per share. This authority will expire at the AGM to be held in 2025 when a resolution to renew the authority will be proposed. Notice Period for General Meetings Under the Companies Act 2006, the notice period of general meetings (other than an AGM) is 21 clear days’ notice unless the Company: (i) has gained shareholder approval for the holding of general meetings on a shorter notice period (subject to a minimum of 14 clear days’ notice) by passing a special resolution at the most recent AGM; and (ii) offers the facility for all shareholders to vote by electronic means. The Company would like the ability to call general meetings (other than an AGM) on less than 21 clear days’ notice. The shorter notice period proposed by Resolution 13, a special resolution, would not be used as a matter of routine, but only where the flexibility is merited taking into account the business of the meeting and is thought to be in the interests of shareholders as a whole. The approval will be effective until the end of the AGM to be held in 2025, when it is intended that a similar resolution will be proposed. Recommendation The Board considers the resolutions to be proposed at the AGM to be in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that shareholders should vote in favour of the resolutions to be proposed at the AGM, as they intend to do so in respect of their own beneficial holdings. On behalf of the Board Richard Wyatt Chairman 3 April 2024 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 202349 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Corporate Governance Statement The Corporate Governance Statement and reports from the Committees form part of the Report of Directors. As at 31 December 2023, the Board consisted of five non-executive Directors. Corporate governance is the process by which the board of directors of a company protects shareholders’ interests and by which it seeks to enhance shareholder value. Shareholders hold the directors responsible for the stewardship of a company’s affairs, delegating authority and responsibility to the directors to manage the company on their behalf and holding them accountable for its performance. Compliance with the AIC Code of Corporate Governance (the “AIC Code”) The Board considers the practice of good governance to be an integral part of the way it manages the Company and is committed to maintaining high standards of financial reporting, transparency and business integrity. As Temple Bar is a UK-listed company, the Board’s principal governance reporting obligation is in relation to the UK Code of Corporate Governance (the “UK Code”) issued by the Financial Reporting Council (the “FRC”). However, it is recognised that investment companies have special circumstances which have an impact on their governance arrangements. An investment company typically has no employees and as such the day-to-day functions of the Company are outsourced to third parties. The AIC has therefore drawn up its own set of guidelines known as the AIC Code, last updated in February 2019, which recognises the nature of investment companies by focusing on matters such as board independence and the review of management and other third- party contracts. The FRC has endorsed the AIC Code and confirmed that companies which report against the AIC Code will meet their obligations in relation to the UK Code and Listing Rule 9.8.6. The Board has chosen to report against the AIC Code as it believes that its principles and recommendations will provide better information to shareholders than reporting against only the UK Code. A copy of the AIC Code can be found at www.theaic.co.uk. A copy of the UK Code can be obtained at www.frc.org.uk. The UK Code includes provisions relating to: • the role of the chief executive; • executive directors’ remuneration; and • the need for an internal audit function. The Board considers that these provisions are not relevant to the position of Temple Bar, being an externally managed investment company. In particular, all of the Company’s day-to-day management and administrative functions are outsourced to third parties. As a result, the Company has no executive directors, employees or internal operations such as an internal audit function. The Company has therefore not reported further in respect of these provisions. The Board of Directors Under the leadership of the Chairman, the Board is ultimately responsible for framing and executing the Company’s strategy and for closely monitoring risks. The Directors are responsible for the determination of the Company’s investment policy and investment strategy and have overall responsibility for the Company’s activities, including the review of investment activity and performance and the control and supervision of the Portfolio Manager. The Board seeks to ensure that it has an appropriate balance of skills and experience, and considers that, collectively, it has substantial recent and relevant experience of investment trusts and financial and public company management. The terms and conditions of the appointment of the Directors are formalised in letters of appointment, copies of which are available for inspection from the Company’s registered office. None of the Directors has a service contract with the Company nor has there been any other contractual arrangement between the Company and any Director at any time during the year. Directors are not entitled to compensation for loss of office. The Directors have access to independent professional advice at the Company’s expense if required. This is in addition to the access that every Director has to the advice and services of the Company Secretary, who is responsible for advising the Board on all governance matters and for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. Chairman and Senior Independent Director (“SID”) The Chairman, Richard Wyatt, is independent and the Board considers that he has sufficient time to commit to the Company’s affairs. The Chairman’s other commitments are detailed in his biography on page 44. There is a clear division of responsibility between the Chairman, the Directors, the Portfolio Manager and the Company’s other third-party service providers. The Chairman is responsible for leading the Board, ensuring its effectiveness in all aspects of its role and is responsible for ensuring that all Directors receive accurate, timely and clear information. Lesley Sherratt is the Company’s SID. She acts as a sounding Board for the Chairman, takes the lead in the annual evaluation of the Chairman by the independent Directors, provides a channel for any shareholder concerns regarding the Chairman and is available to meet with major shareholders as appropriate. In periods of stress, the SID works with the Chairman, the other Directors, and/or shareholders to resolve any issues. Following Lesley’s retirement from the Board at the conclusion of this year’s A G M , it has been agreed that Charles Cade will succeed her as the Company’s SID. The documents setting out the roles of the Chairman and SID are available on the Company’s website. Board Operation The Directors have adopted a formal schedule of matters specifically reserved for their approval. These include the following: • approval of the Company’s investment policy, long-term objectives and strategy; • approval of annual and half-yearly reports and financial statements and accounting policies, prospectuses, circulars and other shareholder communications; • raising new capital; • approval of dividends; • board appointments and removals; • appointment and removal of the AIFM, Administrator and Company Secretary and Portfolio Manager ; and • approval of the Company’s annual expenditure budget. 50 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023At each Board meeting the Directors follow a formal agenda, which includes a review of investment performance, analysis of the peer group, marketing and financial information, together with briefing notes and papers in relation to changes in the Company’s economic and financial environment, statutory and regulatory changes and corporate governance best practice. The Board meets regularly throughout the year and representatives of the AIFM and Portfolio Manager are in attendance, when appropriate, at each meeting. Prior to each Board and Committee meeting, Directors are provided with a comprehensive set of papers giving detailed information on the Company and all Directors have timely access to all relevant management, financial and regulatory information. Committees The Board has established three committees to assist its operations: the Audit and Risk Committee, the Management Engagement Committee and the Nomination Committee. Given the size and nature of the Board it is felt appropriate that all Directors are members of each Committee. The need for a separate Remuneration Committee will be kept under review but, at present, given the size of the Board, the functions which a Remuneration Committee would be responsible for are overseen by the full Board. The terms of reference of the Committees are available on the Company’s website. Audit and Risk Committee The Audit and Risk Committee is chaired by Lesley Sherratt. The Committee meets formally at least twice a year. The Board is satisfied that members of the Committee have relevant and recent financial experience to fulfil their role effectively and also have sufficient experience of the investment trust sector. In particular, Lesley has 25 years’ experience as an investment manager across all asset classes but specialising in the analysis of financial services companies and investment trusts. Following Lesley’s retirement from the Board at the conclusion of this year’s AGM , it has been agreed that Carolyn Sims will succeed her as Chair of the Audit and Risk Committee. See page 45 for Carolyn’s biographical details. The Committee has direct access to the Company’s Auditor and provides a forum through which the Auditor reports to the Board. Representatives of the Auditor are invited to attend the Committee meeting at which the annual accounts are considered and any other meetings that the Committee deems necessary. Given the size and nature of the Board it is felt appropriate that all Directors are members of each Committee. The Directors therefore believe it is appropriate for Richard Wyatt, the Chairman of the Board, to be a member of the Committee given his financial experience and experience of the Company overall. The Committee is also of the view that his membership would not compromise his independence as Chairman of the Board. 51 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Corporate Governance Statement continued Management Engagement Committee The Management Engagement Committee comprises all Directors and is chaired by Shefaly Yogendra. The Committee met once during the year to review the ongoing performance and the continuing appointment of all service providers of the Company, including the Portfolio Manager. The Committee also considers any variation to the terms of all service providers’ agreements and reports its findings to the Board. Nomination Committee A Nomination Committee comprising all Directors oversees a formal review procedure governing the appointment of new Directors and evaluates the overall composition of the Board, taking into account the existing balance of skills, experience and knowledge. The Committee is also responsible for assessing, on an annual basis, the individual performance of each Director and for making recommendations as to whether they should remain in office. This Committee is chaired by Shefaly Yogendra. The Committee met once during the year, to discuss Board composition and succession, the re-election of each Director. Meeting Attendance The table below sets out the Directors’ attendance at Board and Committee meetings held during the year ended 31 December 2023. Board Audit and Risk Committee Management Engagement Committee Nomination Committee Meetings Held Meetings Meetings Held Attended Meetings Attended Meetings Held Meetings Attended Meetings Held Meetings Attended Total Returns Arthur Copple* Lesley Sherratt Richard Wyatt Shefaly Yogendra Charles Cade Carolyn Sims 3 5 5 5 5 5 3 5 5 5 5 5 2 3 3 3 3 3 2 3 3 3 3 3 1 1 1 1 1 1 0 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 * Retired from the Board on 9 May 2023. 52 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 Independence of the Directors The Board has reviewed the independence status of each individual Director and the Board as a whole. All Directors are considered to be independent of the Portfolio Manager and free from any business or other relationship that could materially interfere with the exercise of their independent judgement. Induction and Training New Directors appointed to the Board are provided with an induction programme which is tailored to the particular circumstances of the appointee. The Company Secretary will offer induction training to new Directors about the Company, its key service providers, the Directors’ duties and obligations and other matters as may be relevant from time to time. Regular briefings are provided during the year on industry and regulatory matters and the Directors receive other relevant training as required. Director Appointment, Re-Election and Tenure The rules concerning the appointment and replacement of Directors are contained in the Company’s Articles of Association and the Companies Act 2006. Diversity In terms of gender, ethnicity, experience and knowledge the Board demonstrates great diversity. The Board believes that this diversity is immensely helpful in developing and implementing its strategic goals. The Board’s policy on diversity, including gender and ethnicity, is to take this into consideration during the recruitment and appointment process. The Board is committed to appointing and retaining the most appropriate, well qualified candidates, and therefore no specific targets have been set against which to report. The following two tables provide the breakdown in gender identity and ethnic representation on the Board in accordance with Listing Rule 9.8.6R (10). As the Company is an investment trust it does not have any executive directors, executive or senior management, or employees so only information regarding the Directors is disclosed. Reporting table on sex/gender representation as at 31 December 2023 Number of Board members Percentage of the Board Under the Company’s Articles of Association, Directors are subject to election by shareholders at the first AGM after their appointment. Thereafter, at each AGM any Director who has not stood for re- election at either of the two preceding AGMs shall retire. Beyond these requirements and in accordance with the AIC Code, the Board has agreed a policy whereby all Directors will seek annual re- election at the Company’s AGM. Male Female Prefer not to say 2 3 – 40% 60% – Directors are not appointed for specified terms, but the Board would not normally expect Directors to serve for more than nine years. However, in exceptional circumstances, mindful of the prevailing balance of skills and experience on the Board, it may be considered appropriate for one or more Directors to extend their tenure by a further three-year period. Due to the recent Board refreshment exercise, the average length of service for those Directors seeking re-election at the AGM is relatively low. The Board has carefully considered the position of each of the Directors and, following the annual Board evaluation, all of the Directors continue to be effective and to display an undiminished enthusiasm and commitment to the role. The Board therefore believes that it is in the best interests of shareholders that each of the following Directors is re-elected at the forthcoming AGM. The specific reasons for the re-election of each Director are set out below: • Richard Wyatt: Richard typically adopts a ‘big picture’ approach to Board discussion and decision making. He is well reasoned, knowledgeable and possesses a good understanding of the impact of current events. In certain contexts, Richard’s ability to approach issues from a unique perspective provides important balance to Board discussion. • Shefaly Yogendra: Shefaly has extensive experience of governance and risk, an increasingly important attribute in the Board’s risk management and decision-making process. This particular skillset contributes significantly to Board balance and discussion. • Charles Cade: Charles joined the Board on 24 March 2022, and has brought with him a wealth of experience and expertise in the investment trust sector. His extensive career in the investment sector and his relevant, expertise and experience has already proved invaluable to the Board. • Carolyn Sims: Carolyn joined the Board on 1 January 2023. She brings a wealth of knowledge to the Board, drawing from her experience in her executive role as Chief Financial Officer and Chief Operating Officer of British International Investment plc, the UK’s Development Finance Institution. Prior to joining British International Investment in 2020, she was CFO of the Wealth Management Division of Schroders plc and a member of its Group Management Committee. Prior to that, she was the CFO of Cazenove Capital Management Limited until its sale to Schroders in 2013. Carolyn started her career with Touche Ross & Co. where she qualified as a Chartered Accountant. She then joined Lazard where her roles included Chief Operating Officer for Global Capital Markets and UK Finance Director. Reporting table on ethnicity representation as at 31 December 2023* Number of Board members Percentage of the Board White British or other White (including minority- white groups) Mixed/Multiple Ethnic Groups Asian/Asian British Black/African/ Caribbean/Black British Other ethnic group, including Arab Not specified/ prefer not to say 4 – 1 – – – * There were five Directors serving on the Board as at 31 December 2023. 80% – 20% – – – 53 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 The internal control systems are designed to ensure that proper accounting records are maintained, that the financial information on which business decisions are made and which are issued for publication is reliable and that the assets of the Company are safeguarded. 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. Internal Control Assessment Process Robust risk assessments and reviews of internal controls are undertaken regularly in the context of the Company’s overall investment objective. A risk register has been produced against which identified and emerging risks and the controls in place to mitigate those risks can be monitored. The risks are assessed on the basis of the likelihood of them happening, the impact on the business if they were to occur and the effectiveness of the controls in place to mitigate them. This risk matrix is reviewed on a regular basis by the Audit and Risk Committee. The Directors have carried out a review of the effectiveness of the Company’s risk management and internal control systems as they have operated over the year and up to the date of approval of the Annual Report. There were no matters arising from this review that required further investigation and no significant failings or weaknesses were identified. The majority of the day-to-day management functions of the Company are sub-contracted, and the Directors therefore obtain regular assurances and information from key third-party suppliers regarding the internal systems and controls operating in their organisations. In addition, each of the third parties is requested to provide a copy of its report on internal controls each year, where available, which is reviewed by the Audit and Risk Committee. On behalf of the Board Richard Wyatt Chairman 3 April 2024 Corporate Governance Statement continued Board Evaluation The Directors are aware that they need to continually monitor and improve performance, and recognise that this can be achieved through regular Board evaluation, which provides a valuable feedback mechanism for improving Board effectiveness. An extensive independent evaluation was undertaken by Stogdale St James in respect of the year ended 31 December 2023. The evaluation was conducted through a questionnaire covering a range of areas including strategy, processes and effectiveness, size and composition, and corporate governance together with individual interviews. The process was designed to assess the strengths, areas of improvement and independence of the Board, together with the performance of its Committees, the Chairman and individual Directors. The results of the Board and Chairman evaluations were reviewed and discussed by the Nomination Committee. Following the evaluation process, the Board considers that all the Directors contribute effectively and have the skills and experience relevant to the leadership and direction of the Company. Conflicts of Interest Directors have a statutory duty to avoid situations in which they have or may have interests that conflict with those of the Company, unless that conflict is first authorised by the Board. This includes potential conflicts that may arise when a Director takes up a position with another company. The Company’s Articles of Association allow the Board to authorise such potential conflicts and there is a procedure in place to deal with any actual or potential conflict of interest. The Board deals with each appointment on its individual merit and takes into consideration all relevant circumstances. A register of conflicts is maintained by the Company Secretary and is reviewed by the Directors at Board meetings to ensure that any authorised conflicts remain appropriate. The Directors are required to confirm at these meetings whether there has been any change to their position. Shareholder Communications Shareholder relations are given high priority by both the Board and the Portfolio Manager. The principal medium by which the Company communicates with shareholders is through annual and half-yearly reports. The information contained therein is supplemented by daily NAV announcements, a monthly factsheet available on the Company’s website and a quarterly newsletter. Further information on engagement with shareholders can be found under the Section 172 Statement on page 28. Internal Control Review The Directors are responsible for the systems of internal control relating to the Company and the reliability of the financial reporting process, and for reviewing its effectiveness. The Directors have reviewed and considered the guidance supplied by the FRC on risk management, internal control and related finance and business reporting and an ongoing process has been established for identifying, evaluating and managing the principal and emerging risks faced by the Company. This process, together with key procedures established with a view to providing effective financial control, was in place during the year under review and at the date of this Annual Report. 54 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Report on Directors’ Remuneration The Board presents the Report on Directors’ Remuneration for the year ended 31 December 2023. There is no compensation for loss of office. Shareholder views in respect of Directors’ remuneration are communicated at the AGM and are taken into account when formulating the Directors’ remuneration policy. Voting at AGM The Report on Directors’ Remuneration for the year ended 31 December 2022 was approved by shareholders at the AGM held on 9 May 2023. 99.5% of poll votes in respect of the approval of the Report on Directors’ Remuneration were in favour, 0.5% were against and 174,878 votes were withheld. The Directors’ Remuneration Policy was approved by shareholders at the AGM held on 9 May 2023. 99.5% of proxy votes in respect of approval of the Remuneration Policy were in favour, 0.5% were against and 163,251 votes were withheld. Performance Graph The Company tries to meet its stated investment objective by investing primarily in UK equities across different sectors, while maintaining a balance of larger and smaller/medium-sized companies. The FTSE All-Share Index is a very broad UK-based index, which makes it an appropriate benchmark for the Company’s strategy and UK value mandates in general, due to its coverage of small cap companies as well as the larger-cap listings found in the main FTSE Indices. The Directors consider that the most appropriate measure of the Company’s performance is its share price total return compared with the total return on the FTSE All-Share Index. A graph illustrating this relative performance over a ten-year period is shown below. Temple Bar Total Return Ten Years to 31 December 2023 FTSE All-Share (total return sterling adjusted) (68.2%) Share Price Total Return (41.5%) 180 160 140 120 100 80 Source: Morningstar for Company returns, Redwheel for FTSE All-Share returns. Rebased to 100 as at 31 December 2013. Statement from the Chairman As set out in the Corporate Governance Statement on page 51 , the Company does not have a Remuneration Committee and the Directors’ remuneration is determined by the Board as a whole. No Director is involved in deciding their own individual remuneration. The Board reviews Directors’ fees on an annual basis to ensure that they remain appropriate and are in line with the level of remuneration for other investment trusts of a similar size. During the year ended 31 December 2023, the annual fees were set at a rate of £45,750 for the Chairman, £35,750 for the Chair of the Audit and Risk Committee and £29,500 for a Director. The Board met in November 2023 and discussed the proposed Director fees for the year ended 31 December 2024. The Board agreed to keep the fees for the Chairman and Chair of the Audit and Risk Committee unchanged and increase the fees for other directors by £500. With effect from 1 January 2024, annual fees were therefore increased to £30,000 for the other Directors. No remuneration consultants were engaged by the Company during the financial year under review. Remuneration Policy The Directors’ Remuneration Policy was last approved at the Company’s AGM in 2023. The policy is required to be put to a shareholders’ vote at least once every three years and, in any year, if there is to be a change in the Directors’ remuneration policy. Accordingly, an ordinary resolution will be put to shareholders at the AGM to be held in 2026 to receive and approve the Directors’ remuneration policy and will take effect once approved by shareholders. The Remuneration Policy will then remain in place for a further three years or until such time as the Board may choose to make a change to the Policy (whereby they would put any changed Remuneration Policy to shareholders for approval), whichever is earliest. This ordinary resolution will be in addition to the ordinary resolution which will be put to shareholders to receive and approve the Directors’ Remuneration Report. The proposed Directors’ remuneration policy is set out below in full and is unchanged from that previously approved by shareholders. There will be no change in the way that the Remuneration Policy will be implemented compared to how it was implemented in the financial year under review and since its last approval by shareholders in 2023. Purpose and link to strategy Fees payable to Directors should be sufficient to attract and retain individuals of high calibre with suitable knowledge and experience. Those chairing the Board and key committees should be paid higher fees than other Directors in recognition of their more demanding roles. Fees should reflect the time spent by Directors on the Company’s affairs and the responsibilities borne by the Directors. Maximum and minimum levels Remuneration consists of a fixed fee each year, set in accordance with the stated policies, and any increase granted must be in line with the stated policies. The Board reviews the quantum of Directors’ fees each year to ensure this is in line with the level of remuneration for other investment trusts of a similar size. When making recommendations for any changes in fees, the Board considers wider factors such as the average rate of inflation over the period since the previous review, and the level and any change in complexity of the Directors’ responsibilities (including additional time commitments as a result of increased regulatory or corporate governance requirements). 55 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Report on Directors’ Remuneration continued Remuneration for the Year Ended 31 December 2023 (audited) The aggregate limit of Directors’ fees of £250,000 per annum is set out in the Company’s Articles of Association. Approval of shareholders would be required to increase this limit. It is the Company’s policy that no Director shall be entitled to any performance-related remuneration, benefits in kind, long-term incentive schemes, share options, pensions or other retirement benefits or compensation for loss of office. None of the Directors have a service contract with the Company, nor are they required to serve a notice period. The remuneration paid to the Directors during the year is set out in the table below: Expenditure by the Company on Remuneration and Distributions to Shareholders The table below compares the remuneration paid to Directors with distributions made to shareholders by way of a dividend, ongoing charges of the Company, and shares bought back during the year under review and the prior financial year. Relative importance of Spend on Pay 2023 £’000 181 28,932 4,095 63,535 2022 £’000 155 28,877 4,153 25,891 Total amount of fixed fees Arthur Copple1 Lesley Sherratt2 Richard Wyatt3 Shefaly Yogendra Charles Cade4 Carolyn Sims5 Total 2023 £ 16,188 35,750 40,289 29,500 29,500 29,500 Directors’ Remuneration 2022 £ Total Dividends Ongoing charges1 Cost of share buybacks during year 1 See Glossary on page 100. 43,500 34,000 28,000 28,000 21,538 – Directors’ Shareholdings (audited) There is no requirement under the Company’s Articles of Association for Directors to hold shares in the Company. 180,727 155,038 The beneficial interests of the Directors’ and any connected persons in the shares of the Company are set out below: 1 Retired from the Board on 9 May 2023. 2 Chair of the Audit and Risk Committee. 3 Appointed Chairman of the Board from 9 May 2023. 4 Appointed as a Director on 24 March 2022. 5 Appointed as a Director on 1 January 2023. There were no taxable benefits received by any Directors during the year. Annual percentage change in Directors’ Remuneration The following table sets out the annual percentage change in Directors’ fees over the last three years and for the forthcoming year. % change Arthur Copple*^ Lesley Sherratt Richard Wyatt Shefaly Yogendra Charles Cade Carolyn Sims† 2023 Number of shares* 2022 Number of shares N/a 325,000 50,000 4,500 50,000 – 361,545 325,000 50,000 4,500 50,000 N/a 2023 to 2024 2022 to 2023 2021 to 2022 2020 to 2021 * Figures re-stated in light of the share split as approved by shareholders in May 2022. ^ Retired from the Board on 9 May 2023 † Joined the Board on 1 January 2023 Chairman Chair of the Audit and Risk Committee Director – – +1.7 +5.2 +12.3 +5.1 +5.4 +10.6 +8.7 – – – There were no changes in the interests shown above between 31 December 2023 and the date of this Annual Report. Approval The Report on Directors’ Remuneration was approved by the Board and signed on its behalf by: Richard Wyatt Chairman 3 April 2024 56 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 Report of the Audit and Risk Committee I am pleased to present the Report of the Audit and Risk Committee (the “Committee”) for the year ended 31 December 2023. Role and Responsibilities of the Committee The Committee’s main responsibilities during the year were: • • • • • • • To review the Company’s Half-Year and Annual Report. In particular, to consider and advise the Board on whether the Annual Report, taken as a whole, is fair, balanced and understandable. To review the risk management and internal control processes of the Company and its key service providers. To develop and implement a policy for the engagement of the external Auditor and agreeing the scope of its work and its remuneration. Also, to be responsible for the selection process of the external Auditor (including the leadership of an audit tender process) and to have primary responsibility for the Company’s relationship with the external Auditor. To review the effectiveness of the external audit and the process. To review the independence and objectivity of the external Auditor. To consider any non-audit work to be carried out by the Auditor. The Committee reviews the need for non-audit services to be provided by the Auditor and authorises such on a case by case basis, having consideration to the cost effectiveness of the services and the independence and objectivity of the Auditor. To consider the need for an internal audit function. Since the Company delegates its day-to-day operations to third parties and has no employees, the Committee has determined there is no requirement for such a function. • To assess the going concern and viability of the Company, including the assumptions used. • To report its findings to the Board. A comprehensive description of the Committee’s role, its duties and responsibilities, can be found in its terms of reference which are available for review on the Company’s website at www.templebarinvestments.co.uk. Composition and Meetings The Committee met twice during the year under review and once following the year-end. In addition, the Committee meets the Auditor at least annually, without any other party present, for a private discussion. Details of the composition of the Committee are set out in the Corporate Governance Statement on page 51. The members of the Committee consider that they have the requisite skills and experience to fulfil the responsibilities of the Committee. As a financial sector analyst running substantial funds in the financial and investment trust sectors for twenty years, and having previously chaired the audit committee of (now dissolved) US Smaller Companies Investment Trust for ten years, I have recent and relevant financial experience with which to fulfil my role as Chair of the Committee, and the Committee as a whole has competence relevant to the investment trust sector. Matters Considered During the Year During the year, and to the date of this Annual Report, the Committee has: • reviewed the internal controls and risk management systems of the Company and its third-party service providers; • agreed the audit plan and fees with the Auditor in respect of the audit, including the principal areas of focus; • received and discussed with the Auditor its report on the results of the audit; and • reviewed the performance and effectiveness of the Auditor and considered its re-appointment and fees. 57 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Report of the Audit and Risk Committee continued Significant Issues Considered by the Committee The Committee considered the following key issues in relation to the Company’s financial statements during the year: Significant issue Annual Report and Financial Statements How the issue was addressed The production of the Company’s Annual Report (including the audit by the Company’s external Auditor) is a thorough process involving input from a number of different areas. In order to be able to confirm that the Annual Report is fair, balanced and understandable, the Board has requested that the Committee advise on whether it considers these criteria have been satisfied. As part of this process the Committee has considered the following: • the procedures followed in the production of the Annual Report, including the processes • in place to assure the accuracy of the factual content; the extensive levels of review that were undertaken in the production process, by the Company’s AIFM and the Committee; and • the internal control environment as operated by the Portfolio Manager, AIFM and other service providers. As a result of the work undertaken by the Committee, it has confirmed to the Board that the Annual Report and the Financial Statements for the year ended 31 December 2023, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s financial position, performance, business model and strategy. The Committee addressed the overall accuracy of the annual report by considering the draft Annual Report, a letter from Frostrow in support of the letter of representation made by the Board to the Auditor and the Auditor’s Report to the Committee. The Board reviews detailed portfolio valuations at each meeting. It relies on the AIFM and the Portfolio Manager to use correct listed prices and seeks comfort in the testing of this process through their internal control statements. This was discussed with the AIFM and Portfolio Manager and Auditor at the conclusion of the audit. The Company uses the services of an independent Depositary (BNYM) to hold the assets of the Company. The Depositary checks the consistency of its records with those of the AIFM and Portfolio Manager on a monthly basis. The Depositary provides a six-monthly report to the Board in relation to its monitoring and oversight of activities. Income received is accounted for in accordance with the Company’s accounting policies as set out in note 1 to the financial statements. The Board receives income forecasts, including special dividends, together with explanations from the Portfolio Manager for any significant movements from previous forecasts. The Committee regularly considers the controls in place to ensure that the regulations for maintaining investment trust status are observed at all times and receives supporting documentation from the AIFM. The Committee considered the Company’s financial requirements for the next twelve months and concluded that it has sufficient resources to meet its commitments. Consequently, the financial statements have been prepared on a going concern basis. The Committee also considered the longer-term viability statement within the Annual Report for the year ended 31 December 2023, covering a five-year period, and the underlying factors and assumptions which contributed to the Committee deciding that this was an appropriate length of time to consider the Company’s long-term viability. The Company’s viability statement can be found on page 38. Valuation and ownership of the investment portfolio Incomplete or inaccurate revenue recognition Maintenance of investment trust status Going concern and long-term viability of the Company 58 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Appointment of the Auditor Following consideration of the performance of the Auditor, the services provided during the year and a review of its independence and objectivity, the Committee has recommended to the Board the re-appointment of BDO LLP as Auditor to the Company. Resolutions for BDO LLP’s reappointment and to authorise the Committee to determine its remuneration will be proposed at the forthcoming AGM. As a public company listed on the London Stock Exchange, the Company is subject to mandatory auditor rotation requirements. Based on these requirements, a tender process will be conducted no later than 2029. The Committee will, however, continue to consider annually the need to go to tender for audit quality, remuneration or independence reasons. The Competition and Markets Authority (“CMA”) Order The Company has complied with the provisions of the CMA Order throughout the year ended 31 December 2023. Performance Evaluation The Committee’s performance over the past year was reviewed as part of the annual Board evaluation. The internal evaluation considered the composition of the Committee and the efficacy of Committee meetings, as well as assessing the Committee’s role in monitoring and overseeing the Company’s financial reporting and accounting, risk management and internal controls, compliance with corporate governance regulations and the assessment of the external audit. I am pleased to confirm that the evaluation result was positive and no matters of concern or requirements for change were highlighted. Lesley Sherratt Chair of the Audit and Risk Committee 3 April 2024 Internal Controls The Committee carefully considers the internal control systems by continually monitoring the services and controls of its third party service providers. The Committee reviewed and updated the risk matrix during the year in consideration of the Company’s principal and emerging risks. In addition, the Committee reviews the Company’s risk heat map on a regular basis. This enables the Committee to assess all current and emerging risks faced by the Company and to discuss in detail how these can be mitigated and agree any action to be taken. The risks are considered individually and collectively so as to ensure the potential combined impact of all risks can be considered and appropriate action taken. The Committee received reports on internal controls and compliance from the Portfolio Manager and the Company’s other service providers and no significant matters of concern were identified. Details of the principal and emerging risks faced by the Company can be found on pages 35 to 37. Half-Year Report & Financial Statements The Committee reviewed the Half Year Report and financial statements, which are not audited or reviewed by the Auditor, to ensure that the accounting policies were consistent with those used in the annual financial statements and that they portrayed a fair, balanced and understandable picture of the period in question. Internal Audit The Company does not have an internal audit function. The Committee monitors and considers the need for an internal audit function on (at least) an annual basis. The Committee continues to believe that the Company does not require an internal audit function as it delegates its day-to-day operations to third parties from whom it receives and reviews internal control reports. External Auditor This is the fourth audit for BDO LLP following its appointment at the AGM held in March 2020. Audit fees for the year ended 31 December 2023 are set out in note 7 to the financial statements. There were no non-audit services provided by the Auditor during the year. Effectiveness of the External Audit The Committee monitors and reviews the effectiveness of the external audit carried out by the Auditor, including a detailed review of the audit plan and the audit results report, and makes recommendations to the Board on the re-appointment and the terms of engagement of the Auditor. The Chair of the Committee met with the Company’s Audit Partner prior to the finalisation of the audit of the Annual Report & Financial Statements for the year ended 31 December 2023, without the Portfolio Manager or the AIFM being present, to discuss how the external audit was carried out, the findings from such audit and whether any issues had arisen from the Auditor’s interaction with the Company’s various service providers. No concerns were raised in respect of the year ended 31 December 2023. Independence and Objectivity of the Auditor The Committee has considered the independence and objectivity of the Auditor and is satisfied that the Auditor has fulfilled its obligations to the Company and its shareholders. The Committee remains satisfied that BDO as a firm, its audit engagement team, audit partner, all other partners, directors and managers comply with all relevant ethical requirements as required and are independent of the Company. The Auditor’s independence and objectivity are safeguarded by several control measures which include the rotation of the audit partner every five years and by the fact that no non-audit services were provided by BDO during the year. The Committee reviews the continuing appointment of the Auditor on an annual basis and gives regular consideration to the Auditor’s fees and independence, along with matters raised during each audit. 59 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Report of the Management Engagement Committee I am pleased to present the Report of the Management Engagement Committee for the year ended 31 December 2023. The Role of the Committee The Committee’s primary responsibilities are to: • monitor and evaluate the performance of both the Portfolio Manager and the AIFM and their compliance with the terms of their respective agreements; • review the terms of the Portfolio Management and AIFM Agreements annually to ensure that the terms conform with market and industry practice and remain in the best interests of shareholders; • recommend to the Board any variation to the terms of the Investment Management and AIFM Agreements which it considers necessary or desirable; • review and make the appropriate recommendations to the Board as to whether the continuing appointment of the Portfolio Manager and the AIFM are in the best interests of the Company and shareholders; • review the level and method of remuneration of the Portfolio Manager; • monitor the appropriateness and compliance of other service providers’ terms of their respective agreements; • review, consider and recommend to the Board any amendments to the terms of the appointment and remuneration of other service providers; and • consider any points of conflict of interest which may arise between the service providers. Matters Considered During the Year The Committee met once during the year ended 31 December 2023. At the meeting, the Committee: • reviewed the performance of the AIFM and the Portfolio Manager; • considered the continuing appointment of the AIFM and Portfolio Manager; and • considered the services provided by the Company’s other third-party service providers. The Committee agreed when it met towards the end of the financial year that it had been satisfied with the performance of all of the Company’s service providers to date. Shefaly Yogendra Chair of the Management Engagement Committee 3 April 2024 60 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Report of the Nomination Committee I am pleased to present the Nomination Committee report for the year ended 31 December 2023. The Role of the Committee The Committee’s primary responsibilities are to: • regularly review the structure, size and composition (including the skills, knowledge, diversity, ethnicity and experience) of the Board; • give full consideration to succession planning for Directors, taking into account the challenges and opportunities facing the Company and the skills and expertise needed on the Board in the future; • using objective criteria, identify and nominate for the approval of the Board, candidates to fill Board vacancies as and when they arise; • review the results of the Board performance evaluation process that relate to the composition and the succession planning of the Board; • make recommendations on the tenure of the Chairman of the Board; and • review annually the time required from Directors and any other business interest that may result in a conflict. Matters Considered During the Year The Committee met once during the year ended 31 December 2023. At this meeting, the Committee: • discussed Board composition and succession planning, where it was noted that Arthur Copple would be retiring from the Board at the conclusion of the Company’s AGM , that was held on Tuesday, 9 May 2023, and that Richard Wyatt would succeed him as Chairman of the Company; • reviewed and agreed the Board diversity disclosure to be contained in the Company’s Annual Report and Accounts; and • considered the election or re-election of each of the current Directors (with the exception of Arthur Copple) at the forthcoming AGM. The Committee carefully considered the position of each of the Directors and, following the annual performance evaluation concluded that all of the Directors continued to be effective and to display an undiminished enthusiasm and commitment to the role. The Committee therefore recommended to the Board that the election or re-election of those Directors seeking to remain on the Board was in the best interests of shareholders and that accordingly resolutions regarding the same should be put to shareholders at the forthcoming AGM. Further detail can be found on pages 93 to 96. Shefaly Yogendra Chair of the Nomination Committee 3 April 2024 61 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Statement of Directors’ Responsibilities Directors’ responsibilities The Directors are responsible for preparing the Annual Report & Financial Statements in accordance with UK-adopted international accounting standards and applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors are required to prepare the company financial statements in accordance with UK-adopted international accounting standards. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss for the company for that period. Directors’ responsibilities pursuant to DTR4 The Directors confirm to the best of their knowledge: • the financial statements have been prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Company; and • the Annual Report includes a fair review of the development and performance of the business and the financial position of the Company, together with a description of the principal risks and uncertainties that it faces. On behalf of the Board In preparing these financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and accounting estimates that are reasonable Richard Wyatt Chairman 3 April 2024 and prudent; • state whether they have been prepared in accordance with UK-adopted international accounting standards, subject to any material departures disclosed and explained in the financial statements; • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business; and • prepare a Directors’ report, a strategic report and Directors’ remuneration report which comply with the requirements of the Companies Act 2006. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for, and confirm that to the best of their knowledge, the Annual Report and Financial Statements, taken as a whole, are fair, balanced, and understandable and provide the information necessary for shareholders to assess the company’s position and performance, business model and strategy. Website publication The Directors are responsible for ensuring the Annual Report & Financial Statements are made available on a website. Financial statements are published on the Company’s website in accordance with legislation in the UK governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company’s website is the responsibility of the Directors. The Directors’ responsibility also extends to the ongoing integrity of the financial statements contained therein. 62 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 202363 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 202364 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Independent Auditor’s Report to the Members of Temple Bar Investment Trust Plc • Assessing the projected management fees for the going concern period to check that it was in line with the current assets under management levels and the projected market growth forecasts for the following year; • Sensitising the forecasts based on an economic downturn and calculating financial ratios to check the financial health of the Company, including performing calculations assessing the net asset position of the Company to understand the reliance on loans; • Assessing the liquidity of the Company’s investments as a source to settle liabilities; and • Reviewing the loan agreements to identify the covenants and assessing the likelihood of them being breached based on the Directors’ forecasts and our sensitivity analyses. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. In relation to the Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. Overview Key audit matters Valuation and ownership of quoted investments Revenue recognition – Dividend income 2023 2022 ✓ ✓ ✓ ✓ Materiality Company financial statements as a whole £7,200,000 (2022: £7,260,000) based on 1% (2022: 1%) of Net Assets Opinion on the financial statements In our opinion the financial statements: • give a true and fair view of the state of the Company’s affairs as at 31 December 2023 and of its profit for the year then ended; • • have been properly prepared in accordance with UK adopted international accounting standards; and have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements of Temple Bar Investment Trust Plc (the ‘Company’) for the year ended 31 December 2023 which comprise the Statement of Comprehensive Income, Statement of Changes in Equity, Statement of Financial Position, Statement of Cashflows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit opinion is consistent with the additional report to the Audit and Risk Committee. Independence Following the recommendation of the Audit and Risk Committee, we were appointed by the Board of Directors and subsequently by the shareholders on 30 March 2020 to audit the financial statements for the year ended 31 December 2020 and subsequent financial periods. The period of total uninterrupted engagement including retenders and reappointments is four years, covering the years ended 31 December 2020 to 31 December 2023. We remain independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services prohibited by that standard were not provided to the Company. Conclusions relating to going concern In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Company’s ability to continue to adopt the going concern basis of accounting included: • Evaluating the appropriateness of the Directors’ method of assessing the going concern in light of market volatility and the present uncertainties in economic recovery by reviewing the information used by the Directors in completing their assessment; • Assessing the appropriateness of the Directors’ assumptions and judgements made by comparing the prior year forecasted costs to the actual costs incurred to assess the reliability of the Directors forecasting ability as well as comparing the projected costs to the current year actuals to assess whether they are reasonable; 65 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 Independent Auditor’s Report to the Members of Temple Bar Investment Trust Plc continued An overview of the scope of our audit Our audit was scoped by obtaining an understanding of the Company and its environment, including the Company’s system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matter How the scope of our audit addressed the key audit matter Valuation and ownership of quoted Investments Notes 1 and 12 The investment portfolio at the year-end comprised of quoted equity and debt investments. There is a risk that the prices used for the listed investments held by the Company are not reflective of fair value and the risk that errors made in the recording of investment holdings result in the incorrect reflection of investments owned by the Company. Therefore we considered the valuation and ownership of quoted equity and debt investments to be the most significant audit area as the quoted equity and debt investments also represent the most significant balance in the financial statements and underpin the principal activity of the entity. For these reasons and the materiality of the balance in relation to the financial statements as a whole, we considered this to be a key audit matter. We responded to this matter by testing the valuation and ownership of the whole portfolio of quoted equity and debt investments. We performed the following procedures: • Confirmed the year-end bid price was used by agreeing to externally quoted prices; • Assessed if there were contra indicators, such as liquidity considerations, to suggest bid price is not the most appropriate indication of fair value by considering the realisation period for individual holdings; • Recalculated the valuation by multiplying the number of shares held per the statement obtained from the custodian by the valuation per share; and • Obtained direct confirmation of the nominal value and number of shares held per debt and equity investment, respectively, from the custodian regarding all investments held at the balance sheet date. Key observations: Based on our procedures performed we did not identify any matters to suggest the valuation or ownership of the quoted equity and debt investments was not appropriate. Revenue recognition-Dividend Income Notes 1 and 4 Income arises predominately from dividends and can be volatile, but is a key factor in demonstrating the performance of the portfolio. We assessed the treatment of dividend income from corporate actions and special dividends, if any, and challenged if these had been appropriately accounted for as income or capital by reviewing the underlying reason for issue of the dividend and whether it could be driven by a capital event. As such there may be an incentive to recognise dividend income as revenue where it is more appropriately of a capital nature. Additionally, judgement is required by management in determining the allocation of dividend income to revenue or capital for certain corporate actions or special dividends. For this reason we considered revenue recognition of dividend income to be a key audit matter. We analysed the whole population of dividend receipts to identify items for further discussion that could indicate a capital distribution, for example where a dividend represents a particularly high yield. In these instances we performed a combination of inquiry with management and our own independent research, including inspection of financial statements and public announcements by investee companies, to ascertain whether the underlying event was indeed of a capital nature. In addition, we formed our own expectation of dividend income for 100% of the portfolio based on investment holdings and dividend announcements obtained from independent sources and compared this to dividend income recognised by the Company. Key observations: Based on our procedures performed we found the judgements made by management in determining the allocation of income to revenue or capital to be appropriate. 66 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Our application of materiality We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements. In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows: Company financial statements 2023 Company financial statements 2022 Materiality £7,200,000 £7,260,000 Basis for determining materiality Rationale for the benchmark applied 1% of Net Assets 1% of Net Assets As an investment trust, the net asset value is the key measure of performance for users of the financial statements. Performance materiality 75% of materiality 75% of materiality Rationale for the percentage applied or performance materiality The level of performance materiality applied was set after having considered a number of factors including the expected total value of known and likely misstatements and the level of transactions in the year. 67 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 Independent Auditor’s Report to the Members of Temple Bar Investment Trust Plc continued Specific materiality We also determined that for Revenue return before tax, a misstatement of less than materiality for the financial statements as a whole, specific materiality, could influence the economic decisions of users as it is a measure of the Company’s performance of income generated from its investments after expenses. As a result, we determined materiality for these items to be £1,450,000 (2022: £1,570,000), based on 5% of Revenue return before tax (2022: 5% of Revenue return before tax). We further applied a performance materiality level of 75% of specific materiality to ensure that the risk of errors exceeding specific materiality was appropriately mitigated. Corporate governance statement The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code specified for our review. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit. Reporting threshold We agreed with the Audit and Risk Committee that we would report to them all individual audit differences in excess of £70,000 (2022:£80,000). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds. Other information The directors are responsible for the other information. The other information comprises the information included in the Annual Report and Financial Statements other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Going concern and longer-term viability • The Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified; and • The Directors’ explanation as to their assessment of the Company’s prospects, the period this assessment covers and why the period is appropriate. Other Code provisions • Directors’ statement on fair, balanced and understandable; • Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks; • The section of the annual report that describes the review of effectiveness of risk management and internal control systems; and • The section describing the work of the Audit and Risk Committee. 68 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023to influence the economic decisions of users taken on the basis of these financial statements. Extent to which the audit was capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Non-compliance with laws and regulations Based on: • Our understanding of the Company and the industry in which it operates; • Discussion with management and those charged with governance; and • Obtaining and understanding of the Company’s policies and procedures regarding compliance with laws and regulations. We considered the significant laws and regulations to be Companies Act 2006, the FCA listing and DTR rules, the principles of the AIC Code of Corporate Governance, industry practice represented by the AIC SORP, the applicable accounting framework, and the Company’s qualification as an Investment Trust under UK tax legislation as any non-compliance of this would lead to the Company losing various deductions and exemptions from corporation tax. Our procedures in respect of the above included: • Agreement of the financial statement disclosures to underlying supporting documentation; • Enquiries of management and those charged with governance relating to the existence of any non-compliance with laws and regulations; • Reviewing minutes of meeting of those charged with governance throughout the period for instances of non-compliance with laws and regulations; and • Reviewing the calculation in relation to Investment Trust compliance to check that the Company was meeting its requirements to retain their Investment Trust Status. Other Companies Act 2006 reporting Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below. Strategic report and Directors’ report In our opinion, based on the work undertaken in the course of the audit: • the information given in the Strategic report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and • the Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements. In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the Directors’ report. Directors’ remuneration In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. Matters on which we are required to report by exception We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or • the financial statements and the part of the Directors’ remuneration report to be audited are not in agreement with the accounting records and returns; or • certain disclosures of Directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit. Responsibilities of Directors As explained more fully in the Statement of Directors’ Responsibilities, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected 69 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Independent Auditor’s Report to the Members of Temple Bar Investment Trust Plc continued Fraud We assessed the susceptibility of the financial statement to material misstatement including fraud. Our risk assessment procedures included: • Enquiry with management and those charged with governance including the Audit and Risk Committee, regarding any known or suspected instances of fraud; • Obtaining an understanding of the Company’s policies and procedures relating to: – Detecting and responding to the risks of fraud; and Use of our report This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Peter Smith (Senior Statutory Auditor) For and on behalf of BDO LLP, Statutory Auditor London, UK – Internal controls established to mitigate risks related to fraud. 3 April 2024 BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). • Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud; and • Discussion amongst the engagement team as to how and where fraud might occur in the financial statements. Based on our risk assessment, we considered the areas most susceptible to management override of controls and the recognition of dividend income between revenue and capital. Our procedures in respect of the above included: • The procedures set out in the relevant sections of the Key Audit Matters section above; and • Testing the appropriateness of a samples of journal entries in the general ledger and adjustments made in the preparation of the financial statements to supporting documentation and reviewing accounting estimates for possible bias. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/ auditorsresponsibilities. This description forms part of our auditor’s report. 70 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 202371 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Financial Report 72 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Statement of Comprehensive Income Total Income Profit/(losses) on investments Currency exchange loss Total income/(loss) Expenses Portfolio management fees Other expenses Profit/(loss) before finance costs and tax Finance costs Profit/(loss) before tax Tax Profit/(loss) for the year Earnings per share Notes 4 12 6 7 8 9 2023 2022 Revenue £000 Capital £000 Total Revenue £000 £000 Capital £000 Total £000 32,422 – 32,422 34,791 – 34,791 – – 62,826 62,826 (143) (143) – – (42,572) (42,572) (13) (13) 32,422 62,683 95,105 34,791 (42,585) (7,794) (1,103) (1,654) (2,757) (1,175) (1,762) (2,937) (1,068) (721) (1,789) (1,057) (487) (1,544) 30,251 60,308 90,559 32,559 (44,834) (12,275) (1,123) (1,685) (2,808) (1,123) (1,685) (2,808) 29,128 58,623 87,751 31,436 (46,519) (15,083) (926) – (926) (886) – (886) 28,202 58,623 86,825 30,550 (46,519) (15,969) 11 9.3p 19.4p 28.7p 9.4p (14.3p) (4.9p) The total column of this statement represents the Statement of Comprehensive Income prepared in accordance with IFRS. The supplementary revenue return and capital return columns are both prepared under guidance issued by the AIC. All items in the above statement derive from continuing operations. No operations were acquired or discontinued during the year. The Company does not have any income or expense that is not included in profit for the year. Accordingly, the profit for the year is also the Total Comprehensive Income for the year, as defined in IAS1 (revised). The notes on pages 77 to 91 form an integral part of the financial statements. 73 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 Statement of Changes in Equity Notes Called-up Share premium account £’000 share capital £’000 Capital reserves £’000 Revenue reserve £’000 Total equity £’000 Balance at 1 January 2022 16,719 96,040 672,616 11,708 797,083 (Loss)/profit for the year Contributions by and distributions to owners Cost of shares bought back for treasury Dividends paid to equity shareholders 10 – – – – (46,519) 30,550 (15,969) – – (25,891) – (25,891) – (28,877) (28,877) Balance at 31 December 2022 16,719 96,040 600,206 13,381 726,346 Profit for the year Contributions by and distributions to owners Cost of shares bought back for treasury Dividends paid to equity shareholders 10 – – – – – – 58,623 28,202 86,825 (63,535) – (63,535) – (28,932) (28,932) Balance at 31 December 2023 16,719 96,040 595,294 12,651 720,704 As at 31 December 2023, the Company had distributable revenue reserves of £12,651,000 (2022: £13,381,000) and distributable capital reserves of £595,294,000 (2022: £600,206,000) for the payment of future dividends. Only the revenue reserve and capital reserves are distributable. The notes on pages 77 to 91 form an integral part of the financial statements. 74 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 Statement of Financial Position 31 December 2023 31 December 2022 Notes £’000 £’000 £’000 £’000 Non-current assets Investments Current assets Investments Cash and cash equivalents Receivables Total assets Current liabilities Payables Total assets less current liabilities Non-current liabilities Interest bearing borrowings Net assets Equity attributable to equity holders Ordinary share capital Share premium Capital reserves Revenue reserve Total equity attributable to equity holders NAV per share NAV per share with debt at fair value1 12 12 13 14 15 16 18 18 776,875 782,463 13,713 4,275 2,979 5,170 13,240 2,257 20,967 797,842 (2,394) 795,448 (74,744) 720,704 720,704 248.0p 252.2p 16,719 96,040 600,206 13,381 20,667 803,130 (2,077) 801,053 (74,707) 726,346 726,346 228.5p 233.5p 16,719 96,040 595,294 12,651 1 Alternative Performance Measure – See glossary of terms beginning on page 99 for definition and more information. The notes on pages 77 to 91 form an integral part of the financial statements. The financial statements of Temple Bar Investment Trust Plc (registered number: 00214601) on pages 73 to 91 were approved by the Board of Directors and authorised for issue on 3 April 2024. They were signed on its behalf by: Richard Wyatt Chairman 75 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 Statement of Cash Flows Cash flows from operating activities Profit/(loss) before tax Adjustments for: (Gains)/losses on investments Finance costs Dividend income Interest income Dividends received Interest received Decrease/(increase) in other receivables Increase in other payables 31 December 2023 31 December 2022 Notes £’000 £’000 £’000 £’000 87,751 (15,083) 4 4 (62,826) 2,808 (32,278) (144) 32,037 (97) 38 584 42,572 2,808 (34,504) (287) 37,680 584 (361) 70 (886) Net overseas withholding tax paid 9 (1,229) Net cash flows from operating activities (61,107) 26,644 47,676 32,593 Purchases of investments Sales of investments (137,215) 197,110 (127,456) 154,148 Net cash flows from investing activities 59,895 26,692 Cash flows from financing activities Equity dividends paid 10 Interest paid on borrowings Shares bought back for treasury (28,932) (2,773) (63,799) (28,877) (2,772) (26,022) Net cash flows used in financing activities (95,504) (57,671) Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at the start of the year Cash and cash equivalents at the end of the year (8,965) 13,240 4,275 1,614 11,626 13,240 The notes on pages 77 to 91 form an integral part of the financial statements. 76 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 Notes to the Financial Statements General information Temple Bar Investment Trust Plc was incorporated in England and Wales in 1926 with the registered number 00214601. The Company carries on the business as an investment trust company within the meaning of Sections 1158/1159 of the Corporation Tax Act 2010. Presentation of Statement of Comprehensive Income In order to better reflect the activities of an investment trust company and in accordance with guidance issued by the 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. 1. Principal Accounting Policies Basis of accounting The financial statements have been prepared on a going concern basis, under the historical cost convention, modified by the valuation of investments at fair value, prepared in accordance with UK adopted international accounting standards. The annual financial statements have also been prepared in accordance with the AIC SORP for investment trusts issued by the AIC in July 2022, except to any extent where it is not consistent with the requirements of IFRS. The principal accounting policies adopted by the Company are set out below. All values are rounded to the nearest thousand pounds unless otherwise indicated. Going concern The Directors are required to make an assessment of the Company’s ability to continue as a going concern and that the Company has adequate resources to continue in operational existence for 12 months from the date when these financial statements are approved. In making this assessment, the Directors have considered a wide variety of emerging and current risks to the Company, as well as mitigation strategies that are in place. The Board has also reviewed stress-testing and scenario analyses prepared by the AIFM to assist it in assessing the impact of changes in market value and income with associated cash flows. In making this assessment, the AIFM has considered plausible downside scenarios. These tests are carried out as an arithmetic exercise, which can apply equally to any set of circumstances in which asset value and income are significantly impaired. It was concluded that in a plausible downside scenario, the Company could continue to meet its liabilities. Whilst the economic future is uncertain, the opinion of the Directors is that no foreseeable downside scenario would be to a level which would threaten the Company’s ability to continue to meet its liabilities as they fall due. Based on the information available to the Directors at the time of this report, including the results of the stress tests and scenario analyses, and having taken account of the liquidity of the investment portfolio, the Company’s cash flow and borrowing position (see notes 8 and 15 for further details on borrowings), the Directors are satisfied that the Company has adequate financial resources to continue in operation for 12 months from the date of signing of these financial statements and that, accordingly, it is appropriate to adopt the going concern basis. Income Dividend income from investments is recognised when the Company’s right to receive payment has been established, normally the ex-dividend date. Where the Company has elected to receive its dividends in the form of additional shares rather than cash, the amount of cash dividend foregone is recognised as income. Any excess in the value of shares received over the amount of cash dividend foregone is recognised as a capital gain in the Statement of Comprehensive Income. Interest income is recognised in line with coupon terms on a time- apportioned basis. Special dividends are credited to capital or revenue according to their circumstances. Foreign currency The financial statements are prepared in pounds sterling because that is the currency of the primary economic environment in which the Company operates. The primary objective of the Company is to generate returns in pounds sterling, its capital-raising currency. The liquidity of the Company is managed on a day-to-day basis in sterling as the Company’s performance is evaluated in that currency. Therefore, the Directors consider pounds sterling as the currency that most faithfully represents the economic effects of the underlying transactions, events and conditions. Transactions involving foreign currencies are converted at the exchange rate ruling at the date of the transaction. Foreign currency monetary assets and liabilities as well as instruments carried at fair value are translated into pounds sterling at the exchange rate ruling on the year-end date. Foreign exchange differences arising on translation are recognised in the Statement of Comprehensive Income. Expenses All expenses are accounted for on the 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: • transaction costs which are incurred on the purchases or sales of investments designated as fair value through profit or loss are expensed to capital in the Statement of Comprehensive Income; and • 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 fee and finance costs have been allocated 40% to revenue and 60% to capital, in order to reflect the Directors’ long-term view of the nature of the expected investment returns of the Company; this remains consistent with the prior year. 77 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Investments Equity investments are held at fair value through profit or loss as they fail the contractual cash flows test under IFRS 9. Debt instruments that pass the contractual cash flow test are held under a business model to manage them on a fair value basis for investment income and fair value gains and are therefore classified as fair value through profit or loss. Upon initial recognition, investments are measured at fair value through profit or loss. Gains or losses on investments measured at fair value through profit or loss are included in net profit or loss as a capital item and transaction costs on acquisition or disposal of investments are expensed. For investments that are actively traded in organised financial markets, fair value is determined by reference to stock exchange quoted market bid prices at the close of business on the year-end date. All purchases and sales of investments are recognised on the trade date, i.e. the date that the Company commits to purchase or sell an asset. Notes to the Financial Statements continued 1. Principal Accounting Policies continued Taxation The tax expense represents the sum of the current tax expense. The tax currently payable is based on the taxable profit for the year. The taxable profit differs from profit before tax 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 Company’s liability for current tax is calculated using a blended rate as applicable throughout the year. 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 entirely offset by expenses in the revenue column of the income statement, then no tax relief is transferred to the capital 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. Deferred tax is calculated at the enacted tax rate that is expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the revenue return of the Statement of Comprehensive Income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. • Investment trusts which have approval under Section 1158 of the Corporation Tax Act 2010 are not liable for taxation on capital gains. • Irrecoverable withholding tax is recognised on any overseas dividends on an accruals basis using the applicable rate for the country of origin. Financial instruments The Company classifies its financial assets as subsequently measured at amortised cost or measured at fair value through profit or loss on the basis of its business model for managing the financial assets and the contractual cash flow characteristics of the financial asset. Financial assets are measured at fair value through profit or loss if their contractual terms do not give rise to cash flows on specified dates that are solely payments of principal and interest and at amortised cost if they do. Financial assets and financial liabilities are recognised in the Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument. The Company will offset financial assets and financial liabilities if it has a legally enforceable right to offset the recognised amounts and interest and intends to settle on a net basis. A financial asset is derecognised when the right to receive cash flows from the asset expires or the rights to receive cash flows from the asset have been transferred and a financial liability is derecognised when the obligation under the liability is discharged, cancelled or expired. 78 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 20231. Principal Accounting Policies continued Financial liabilities and equity instruments Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. 2. Significant Accounting Judgements, Estimates and Assumptions There are no significant judgements, estimates or assumptions involved in the presentation of the Company’s accounts, other than the judgement on the functional and presentational currency of the Company as set out in the preceding note. Interest bearing borrowings Interest bearing borrowings, being the debenture stock and loans issued by the Company, are initially recognised at a carrying value equivalent to the proceeds received net of issue costs associated with the borrowings. After initial recognition, interest bearing borrowings are subsequently measured at amortised cost using the effective interest rate method. When calculating the NAV with debt at fair value the fair value of the private placement loans is determined using discounted cash flow techniques which utilise inputs including interest rates obtained from comparable loans in the market. Equity dividends payable Equity dividends payable are recognised when the shareholders’ right to receive payment is established. For interim dividends this is when they are paid and for final dividends this is when they are approved by shareholders. Cash and cash equivalents Cash and cash equivalents (which are presented as a single class of asset on the Statement of Financial Position) comprise cash at bank and in hand, and deposits with an original maturity of three months or less. The carrying value of these assets approximates their fair value. 3. Adoption of New and Revised Standards New standards, interpretations and amendments adopted from 1 January 2023 There are no new standards impacting the Company that have had a significant effect on the annual financial statements for the year ended 31 December 2023. Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements) In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2. The amendments aim to make accounting policy disclosures more informative by replacing the requirement to disclose ‘significant accounting policies’ with ‘material accounting policy information’. The amendments also provide guidance under what circumstance, the accounting policy information is likely to be considered material and therefore requiring disclosure. These amendments have no effect on the measurement or presentation of any items in the financial statements of the Company nor do they affect the disclosure of accounting policies of the Company. Standards issued but not yet effective There are no standards or amendments not yet effective which are relevant or have a material impact on the Company. Reserves The share capital represents the nominal value of the Company’s ordinary shares. The share premium account represents the excess over nominal value of the fair value of consideration received for the Company’s ordinary shares, net of expenses of the share issue. This reserve cannot be distributed. The capital reserve represents realised and unrealised capital and exchange gains and losses on the disposal and revaluation of investments and of foreign currency items. Realised gains can be distributed, unrealised gains cannot be distributed. The revenue reserve represents retained profits from the income derived from holding investment assets less the costs and interest on cash balances associated with running the Company. This reserve can be distributed. 79 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Notes to the Financial Statements continued 4. Income Investment Income UK dividends Overseas dividends Interest from fixed-interest securities Other income Deposit interest Total income 2023 2022 Revenue £’000 Capital £’000 Total Revenue £’000 £’000 Capital £’000 Total £’000 23,085 9,193 84 32,362 60 32,422 – – – – – – 23,085 26,541 9,193 7,963 84 256 32,362 34,760 60 31 32,422 34,791 – – – – – – 26,541 7,963 256 34,760 31 34,791 During the year ended 31 December 2023, the Company received special dividends totalling £nil (2022: £3,183,079). All the special dividends in 2022 were recognised as revenue and included within investment income. 5. Segmental Reporting The Directors are of the opinion that the Company is engaged in a single segment of business being investment business. 6. Portfolio Management Fee 2023 2022 Revenue £’000 Capital £’000 Total Revenue £’000 £’000 Capital £’000 Total £’000 Portfolio management fee 1,103 1,654 2,757 1,175 1,762 2,937 1,103 1,654 2,757 1,175 1,762 2,937 Under the terms of the Portfolio Management Agreement, Redwheel is entitled to a management fee, details of which are set out in the Directors’ Report on page 47. As at 31 December 2023, an amount of £1,306,000 (2022: £741,000) was payable to Redwheel in relation to the management fees. 80 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 7. Other Expenses 2023 2022 Revenue £’000 Capital £’000 Total Revenue £’000 £’000 Capital £’000 Total £’000 Transaction costs1 – 430 430 – 310 310 Directors’ fees (see Report on Directors’ Remuneration beginning on page 55 ) AIFM fee Company Secretary fee Registrar’s fee Marketing costs Auditor’s remuneration – annual audit2 Depositary fee Other expenses 181 194 69 60 59 51 92 362 – 291 – – – – – – 181 485 69 60 59 51 92 362 155 83 104 113 108 47 95 352 – 124 – – – – – 53 155 207 104 113 108 47 95 405 1,068 721 1,789 1,057 487 1,544 All expenses are inclusive of VAT where applicable. 1 Transaction costs represent costs incurred on both the purchase and sale of investments. Transaction costs on purchases amounted to £360,000 (2022: £283,100) and on sales amounted to £70,000 (2022: £27,000). 2 During the year audit fees of £42,600 (2022: £39,500) (excluding VAT) were due to the Auditor. 8. Finance Costs 4.05% Private Placement Loan 20281 2.99% Private Placement Loan 20471 Total finance costs 2023 2022 Revenue £’000 Capital £’000 Total Revenue £’000 £’000 Capital £’000 Total £’000 823 300 1,234 2,057 451 751 823 300 1,234 2,057 451 751 1,123 1,685 2,808 1,123 1,685 2,808 The amortisation of the loan issue costs is calculated using the effective interest method. 1 The 4.05% and 2.99% Private Placement Loans contain the following principal financial or other covenants, with which failure to comply could necessitate the early repayment of the loan. These were all complied with during the current and previous year: • net tangible assets of at least £275 million; • aggregate principal amount of financial indebtedness not to exceed 50% of net tangible assets; • prior approval by the note holder of any change of Portfolio Manager; and • prior approval by the note holder of any change in the Company’s investment objective and policy. 81 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 Notes to the Financial Statements continued 9. Taxation The Company has no corporation tax liability for the year ended 31 December 2023 (2022: nil). Analysis of charge for the year: Overseas withholding tax suffered 2023 2022 Revenue £’000 Capital £’000 Total Revenue £’000 £’000 Capital £’000 Total £’000 926 926 – – 926 926 886 886 – – 886 886 The charge for the year can be reconciled to the profit per the Statement of Comprehensive Income as follows: 2023 2022 Revenue £’000 Capital £’000 Total Revenue £’000 £’000 Capital £’000 Total £’000 Profit/(loss) before taxation 29,128 58,623 87,751 31,436 (46,519) (15,083) Tax at UK corporation tax rate of 23.5% (2022: 19.0%) 6,845 13,776 20,621 5,973 (8,839) (2,866) Tax effects of: Non–taxable(gains)/losses on investments¹ Disallowed expenses Non–taxable UK dividends Overseas withholding tax suffered Non–taxable overseas dividends Excess management expenses Total tax charge for the year – (14,730) (14,730) – 101 101 – – 8,091 8,091 69 69 (5,425) 926 (2,161) 741 926 – – – (5,425) (5,043) 926 886 (2,161) (1,513) – – – (5,043) 886 (1,513) 853 1,594 – 926 583 886 679 1,26 2 – 886 1 Investment trusts are not subject to corporation tax on these items. No provision for deferred taxation has been made in the current year. The Company has not provided for deferred tax on capital profits arising on the revaluation of investments, as it is exempt from tax on these items because of its status as an investment trust company. The Company has not recognised a deferred tax asset on the excess management expenses of £130,092,000 (2022: £124,374,000). It is not anticipated that these excess expenses will be utilised in the foreseeable future. 82 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 10. Dividends Amounts recognised as distributions to equity holders in the year Fourth interim dividend for year ended 31 December 2022 of 2. 5p (2022: fourth interim dividend for year ended 31 December 2021 of 2.05p*) per share Interim dividends for year ended 31 December 2023. Two payments of 2.3p and one payment of 2.5p (2022: one payment of 2.05p, one payment of 2.3p and one payment of 2.5p ) per share Fourth interim dividend for the year ended 31 December 2023 of 2.5p (fourth interim dividend 2022: 2.5p) per share 2023 £’000 7,790 21,142 28,932 7,214 2022 £’000 6,759 22,118 28,877 7,791 The fourth interim dividend is not included as a liability in these financial statements. Therefore, also set out below is the total dividend payable in respect of these financial years, which is the basis on which the requirements of Section 1158 of the Corporation Tax Act 2010 are considered. Interim dividends (three) Fourth interim dividend for year ended 31 December 2023 of 2.5p (2022: 2.5p) per share * Restated to reflect the subsequent 5 for 1 share split. 11. Earnings per Share 2023 £’000 21,142 7,214 28,356 2022 £’000 22,118 7,791 29,909 2023 2022 Revenue Capital Total Revenue Capital Total Basic and diluted Profit/(loss) for the year (£000’s) 28,202 58,623 86,825 30,550 (46,519) (15,969) Weighted average number of ordinary shares 302,388,667 325,567,365 Earnings per ordinary share (pence) 9.3 19.4 28.7 9.4 (14.3) (4.9) 83 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 Notes to the Financial Statements continued 12. Investments (a) Investment portfolio summary 2023 2022 Quoted Debt equities securities £’000 £’000 Total £’000 Quoted Debt equities securities £’000 £’000 Total £’000 Opening cost at the beginning of the year 734,594 5,172 739,766 736,629 7,948 744,577 Opening unrealised appreciation/ (depreciation) at the beginning of the year 47,869 (2) 47,867 112,521 (4) 112,517 Opening fair value at the beginning of the year 782,463 5,170 787,633 849,150 7,944 857,094 Movements in the year: Purchases at cost Sales proceeds 123,559 13,680 137,239 59,648 67,611 127,259 (191,910) (5,200) (197,110) (83,787) (70,361) (154,148) Realised gain/(loss) on sale of investments 67,070 – 67,070 22,104 (26) 22,078 Change in unrealised (depreciation)/ appreciation (4,307) 63 (4,244) (64,652) 2 (64,650) Closing fair value at the end of the year 776,875 13,713 790,588 782,463 5,170 787,633 Closing cost at the end of the year 733,313 13,652 746,965 734,594 5,172 739,766 Closing unrealised appreciation/ (depreciation) at the end of the year 43,562 61 43,623 47,869 (2) 47,86 7 Closing fair value at the end of the year 776,875 13,713 790,588 782,463 5,170 787,633 The Company received £197,110,000 (2022: £154,148,000) from investments sold in the year. The book cost of these investments when they were purchased was £130,040 ,000 (2022: £132,070,000). These investments have been revalued over time and until they were sold any gains/losses were included in the fair value of the investments. (b) Fair value of financial instruments IFRS 13 requires an entity 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 has the following classifications: • Level 1 – valued using quoted prices in active markets for identical investments. • Level 2 – valued using other significant observable inputs (including quoted prices for similar investments, interest rates, prepayments, credit risk, etc). There are no level 2 financial assets (2022: £nil). • Level 3 – valued using significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments). There are no level 3 financial assets (2022: £nil). All of the Company’s investments are in quoted securities actively traded on recognised stock exchanges, with their fair value being determined by reference to their quoted bid prices at the reporting date and have therefore been determined as Level 1. There were no transfers between levels in the year (2022: no transfers) and as such no reconciliation between levels has been presented. 84 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 13. Receivables Accrued income Other receivables Accrued income includes dividends and fixed-interest income. 14. Current Liabilities Accruals Due to broker Accruals include the interest payable on borrowings amount to £802,000 (£2022: £805,000). 15. Borrowings Interest bearing borrowings Amounts payable after more than one year: 4.05% Private Placement Loan 2028 2.99% Private Placement Loan 2047 Total Opening balance as per the Statement of Financial Position Borrowings repaid Interest movement Finance costs for the year as per the Statement of Comprehensive Income Closing balance as per the Statement of Financial Position 2023 £’000 1,937 1,042 2,979 2023 £’000 2,363 31 2,394 2023 £’000 49,849 24,895 74,744 2022 £’000 1,481 776 2,257 2022 £’000 1,782 295 2,077 2022 £’000 49,817 24,890 74,707 2023 2022 £’000 74,707 – (2,771) 2,808 74,744 £’000 74,671 – (2,772) 2,808 74,707 The 4.05% Private Placement Loan is secured by a floating charge over the assets of the Company. The loan is repayable at par, £50,000,000, on 3 September 2028. The 2.99% Private Placement Loan is secured by a floating charge over the assets of the Company. The loan is repayable at par, £25,000,000, on 24 October 2047. See note 20 beginning on page 87, for the disclosure and fair value categorisation of the financial liabilities. 85 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 Notes to the Financial Statements continued 16. Ordinary Share Capital As at 1 January Purchase of shares into treasury pre-share split Issue of shares following 5 for 1 share split Purchase of shares into treasury post-share split As at year-end: In circulation In Treasury Listed Nominal Value of 5p ordinary shares (£’000) 2023 Number 317,822,386 – – (27,209,505) 290,612,881 43,750,944 334,363,825 16,719 2022 Number 65,951,785 (260,125) 262,766,640 (10,635,914) 317,822,386 16,541,439 334,363,825 16,719 During the year, the Company bought back ordinary shares at a cost of £63,535,000 (Year ended 31 December 2022: £25,891,000). At the AGM of the Company held in May 2022, shareholders approved a resolution for a five for one share split such that each shareholder would receive five shares with a nominal value of 5 pence each for every one share held. 267,491,060 additional shares (262,766,640 to shareholders and 4,724,420 in relation to shares held in treasury) were issued following this approval. 17. Contingent Liabilities And Capital Commitments As at 31 December 2023, there were no contingent liabilities or capital commitments for the Company (2022: £nil). 18. Net asset value (“NAV”) per share The NAV per share is based on the net assets attributable to the equity shareholders of £720,704,000 (31 December 2022: £726,346,000) and 290,612,881 (31 December 2022: 317,822,836) shares being the number of shares in issue at the year-end. The NAV per share with debt at fair value is based on the net assets attributable to the equity shareholders, adjusted for the difference between the debt at book value and fair value as shown in note 20 beginning on page 87, and the number of shares in issue at the year-end. Adjusting for debt at fair value resulted in an increase in net assets of £12,290,000 or 4.2p per share (31 December 2022: increase of £15,938,000 or 5.0p per share). 86 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 202319. Related Party Transactions and Transactions with the Portfolio Manager IAS 24 ‘Related party disclosures’ requires the disclosure of material transactions between the Company and any related parties. Accordingly, the disclosures required are set out below: Directors – The remuneration of the Directors is set out in the Report on Directors’ Remuneration on pages 55 to 56. There were no contracts existing during or at the end of the year in which a Director of the Company is or was interested and which are or were significant in relation to the Company’s business. There were no other material transactions during the year with the Directors of the Company. See page 56 for details of Directors’ shareholdings. At 31 December 2023, there was £nil (2022: £nil) payable to the Directors for fees and expenses. AIFM and Portfolio Manager – On 1 July 2023, Frostrow Capital LLP was appointed the AIFM of the Company and has delegated portfolio management to Redwheel, who are deemed to be Key Management Personnel for the purposes of disclosing related party information under IAS24. Details of the services provided by the Portfolio Manager are given on page 47 and their fees for the year, along with outstanding balances to them, are set out in note 6. 20. Risk Management and Financial Instruments The Company’s investing activities undertaken in pursuit of its investment objective, as set out on page 30 , involve certain inherent risks. The main financial risks arising from the Company’s financial instruments are market price risk, interest rate risk, liquidity risk, credit risk and currency risk. The Board reviews and agrees policies for managing each of these risks as summarised below. The Board has also established a series of investment parameters, which are reviewed annually, designed to limit the risk inherent in managing a portfolio of investments. These policies have remained substantially unchanged during the current and preceding periods. The Board meets on four scheduled occasions in each year and at each meeting it receives sufficient financial and statistical information to enable it to monitor adequately the investment performance and status of the business. Market price risk Market price risk arises mainly from uncertainty about future prices of financial instruments used in the Company’s business. It represents the potential loss the Company might suffer through holding market positions in the face of price movements. The Company’s borrowings have the effect of increasing the market risk faced by shareholders. Interest rate risk Interest rate risk is the risk of movements in the value of financial instruments or interest income cash flows that arise as a result of fluctuations in interest rates. The Company finances its operations through retained profits including capital profits, and additional financing is obtained through the two Private Placement Loans, on both of which interest is paid at a fixed rate and therefore subject to fair value interest rate risk. Cash flow interest rate risk The majority of the Company’s financial assets are equity shares and other investments which neither pay interest nor have a maturity date. The Company’s fixed-interest holdings have a market value of £13,713,000, representing 1.9% of net assets (2022: £5,170,000; 0.7%). The weighted average running yield as at 31 December 2023 was 5.0% (2022: 4.0%) and the weighted average remaining life was 1.6 years (2022: 0.7 years). The Company’s cash balance of £4,275,000 (2022: £13,240,000) earns interest, calculated on a tiered basis, depending on the balance held, by reference to the base rate. Cashflow interest rate risk is not considered a significant risk to the Company. Fair value interest rate risk The 4.05% Private Placement Loan and the 2.99% Private Placement Loan, which are repayable in 2028 and 2047 respectively, pay interest at fixed rates. The weighted average period until maturity of the loans is 11 years (2022: 12 years) and the weighted average interest rate payable is 3.7% (2022: 3.7%) per annum. The fair value of the loans will vary with changes in interest rates. As interest rates increase the fair value of the loan liability is expected to decrease, while when interest rates decrease the fair value of the loan liability is expected to increase. Liquidity risk The Company’s assets comprise mainly readily realisable securities, which can be sold to meet funding commitments if necessary. Short- term flexibility is achieved through the use of cash balances and short-term bank deposits. Credit risk Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. This is mitigated by the Portfolio Manager reviewing the credit ratings of broker counterparties. The Company’s Custodian is responsible for the collection of income on behalf of the Company. Cash is held either with reputable banks with high quality external credit ratings or in liquidity/cash funds providing a spread of exposures to various underlying banks in order to diversify risk. The carrying amounts of financial assets represent their maximum exposure to credit risk. The full portfolio can be found on pages 24 and 25. The debt security held at the year-end has a credit rating of AA. Currency risk The income and capital value of the Company’s investments and liabilities can be affected by exchange rate movements as some of the Company’s assets and income are denominated in currencies other than Pounds Sterling, which is the Company’s reporting currency. The Company does not currently hedge its currency exposure. The key areas where foreign currency risk could have an impact on the Company are: • movements in rates that would affect the value of investments; and • movements in rates that would affect the income received. 87 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Notes to the Financial Statements continued The Company had the following currency exposures, all of which are included in the Statement of Financial Position based on the exchange rates ruling at the respective year ends. Exposures vary throughout the year as a consequence of changes in the composition of the net assets of the Company arising out of the investment and risk-management processes. Euro US Dollar Canadian Dollar Hong Kong Dollar Japanese Yen Pounds Sterling Euro US Dollar Canadian Dollar Hong Kong Dollar Japanese Yen Pounds Sterling Investments £’000 Cash £’000 Receivables £’000 Payables £’000 Borrowings £’000 2023 114,111 55,052 9,892 10,394 14,609 586,530 790,588 – – – – – 4,275 4,275 – – – – – – – – – – (2,394) (74,744) (2,394) (74,744) – 189 – – – 2,790 2,979 2022 Investments £’000 Cash £’000 Receivables £’000 Payables £’000 Borrowings £’000 50,086 55,995 9,919 12,350 11,434 647,849 787,633 – – – – – 13,240 13,240 – 151 – – – 2,106 2,257 – – – – – – – – – – (2,077) (74,707) (2,077) (74,707) Foreign currency sensitivity 2023 2022 Projected movement Effect on net assets for the year £’000 +10% (18,568) £’000 -10% 22,694 £’000 +10% (12,858) Total £’000 114,111 55,241 9,892 10,394 14,609 516,457 720,704 Total £’000 50,086 56,146 9,919 12,350 11,434 586,411 726,346 £’000 -10% 15,380 88 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 20. Risk Management and Financial Instruments continued Other price risk exposure If the investment valuation fell by 20% at 31 December 2023, the impact on the profit or loss and net assets would have been negative £158.1 million (2022: 20% negative £157.5 million). If the investment portfolio valuation rose by 20% at 31 December 2023, the impact on the profit or loss and net assets would have been positive £158.1 million (2022: 20% positive £157.5 million). The calculations are based on the portfolio valuation as at the respective year-end dates. The Company held the following categories of financial instruments, all of which are included in the Statement of Financial Position at fair value or amortised cost which is an approximation of fair value, with the exception of interest-bearing borrowings which are shown at amortised cost at 31 December . Assets at fair value through profit or loss Cash Receivables and Payables Investment income receivable Other receivables Payables Interest- bearing borrowings: 4.05% Private Placement Loan 2.99% Private Placement Loan 2023 2022 Amortised cost £’000 Fair value £’000 790,588 790,588 4,275 4,275 Amortised cost £’000 787,633 13,240 1,937 1,042 1,937 1,042 1,481 776 (2,394) (2,394) (2,077) (49,849) (24,895) (47,291) (15,163) (49,817) (24,890) 720,704 732,994 726,346 Fair value £’000 787,633 13,240 1,481 776 (2,077) (44,872) (13,987) 742,194 The 4.05% Private Placement Loan 2028 and the 2.99% Private Placement Loan 2047 do not have prices quoted on an active market, however their fair values have been calculated using observable inputs. As such they have been classified as Level 2 instruments (2022: Level 2). 89 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 Notes to the Financial Statements continued Liquidity risk exposure This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. Contractual maturities of the financial liabilities at the year-end, including future interest payments not yet accrued for, based on the earliest date on which payment can be required, are as follows: Three months or less £’000 1,012 – 1,452 Three months or less £’000 1,012 – 1,133 Not more than one year £’000 1,760 – 140 Not more than one year £’000 1,760 – 139 2023 Two years £’000 Three years £’000 2,772 2,772 – – – – More than three years £’000 19,748 75,000 – 2022 Two years £’000 Three years £’000 2,772 2,772 – – – – More than three years £’000 22,520 75,000 – Total £’000 28,064 75,000 1,592 Total £’000 30,836 75,000 1,272 Loan Interest due Loan principle Accruals Loan Interest due Loan principle Accruals 90 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 Capital management policies and procedures The Company’s capital management objectives are to ensure that it will be able to continue as a going concern, and to provide long-term growth in revenue and capital, principally by investment in UK securities. There have been no changes in the Company’s objectives, policies and processes for managing capital from the prior year. The Company’s capital is its equity share capital and reserves that are shown in the Statement of Financial Position and fixed-term loans (see note 15) at a gross total of £795,488,000 (2022: £801,053,000). The Company is subject to several externally imposed capital requirements: • as a public Company, the Company has a minimum share capital of £50,000; • in order to be able to pay dividends out of profits available for distribution by way of dividends, the Company has to be able to meet one of the two capital restriction tests imposed on investment companies by company law; and • the Note Purchase Agreements governing the terms of the Private Placement Loans also contain certain financial covenants as set out in note 8. These are measured in accordance with the policies used in the Annual Report & Financial Statements. The Company has complied with all of the above requirements during the current and prior year. 21. Post Balance Sheet Events Subsequent to the year-end and up to 2 April 2024, the Company bought back 3, 771,869 ordinary shares for treasury, at a total cost of £8,910 ,000 , representing 1.3% of the issued share capital as at 31 December 2023. On 15 February 2024 , the Board approved a fourth interim dividend for the year ended 31 December 2023, of 2.5 pence per ordinary share payable on 2 April 2024. 91 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Shareholder Information 92 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Notice of Annual General Meeting THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you take you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 immediately. If you have sold or otherwise transferred all of your ordinary shares in Temple Bar Investment Trust Plc, please forward this document and the accompanying form of proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was or is being effected for delivery to the purchaser or transferee. NOTICE IS HEREBY GIVEN that the 98th Annual General Meeting (“AGM”) of Temple Bar Investment Trust Plc will be held at 25 Southampton Buildings, London WC2A 1AL on Tuesday, 7 May 2024 at 11.00 am for the purpose of considering and, if thought fit, passing the resolutions below. 1. To approve the Company’s Annual Report & Financial Statements for the year ended 31 December 2023 (together with the reports of the Directors and Auditor therein). 2. To approve the Report on Directors’ Remuneration for the year ended 31 December 2023. 3. To re-elect Mrs Carolyn Sims as a Director of the Company. 4. To re-elect Mr Charles Cade as a Director of the Company. 5. To re-elect Mr Richard Wyatt as a Director of the Company. 6. To re-elect Dr Shefaly Yogendra as a Director of the Company. 7. To re-appoint BDO LLP as the Auditor to the Company, to hold office from the conclusion of this meeting until the conclusion of the next meeting at which financial statements are laid before the Company. 8. To authorise the Audit and Risk Committee to determine the remuneration of the Auditor. 9. To approve the Company’s dividend policy, authorising the Directors of the Company to declare and pay all dividends of the Company as interim dividends, and for the last dividend referable to a financial year not to be categorised as a final dividend that is subject to shareholder approval. 10. That, in substitution of all existing authorities, the Directors be and are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the “Companies Act”) to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company (‘Rights’) up to an aggregate maximum nominal amount of £1,43 4,055, being 10% of the issued share capital of the Company as at 2 April 2024 and representing 28, 684,101 ordinary shares in the capital of the Company (or if changed, the number representing 10% of the issued share capital of the Company at the date at which this resolution is passed), such authority to expire at the conclusion of the AGM of the Company to be held in 2025 (unless previously renewed, varied, revoked or extended by the Company in general meeting), save that the Company may, before such expiry, make offers or agreements which would or might require ordinary shares to be allotted after such expiry, and the Directors may allot ordinary shares in pursuance of such offers or agreements as if the authority conferred by this resolution had not expired. 93 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Notice of Annual General Meeting continued SPECIAL RESOLUTIONS 11. That, subject to the passing of resolution 10 set out above, the Directors be and they are hereby generally empowered pursuant to Sections 570 and 573 of the Companies Act to allot equity securities (as defined in Section 560 of the Companies Act) for cash, including for the avoidance of doubt, the sale of shares held by the Company as treasury shares, in accordance with the authority conferred on the Directors by resolution 10, as if Section 561 of the Companies Act did not apply to the allotment or sale, up to an aggregate nominal amount of £ 1,43 4,055 (being 10% of the issued ordinary share capital of the Company at 2 April 2024), (or, if changed, the number representing 10% of the issued share capital of the Company at the date at which this resolution is passed), such power to expire at the conclusion of the AGM of the Company to be held in 2025 (unless previously renewed, varied, revoked or extended by the Company in general meeting) save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require ordinary shares to be allotted or sold from treasury after the expiry of such power and the Directors may allot or sell ordinary shares from treasury in pursuance of such an offer or agreement as if such power had not expired. 12. That, the Company generally be and is hereby authorised for the purpose of Section 701 of the Companies Act to make market purchases (as defined in Section 693 of the Companies Act) of its ordinary shares in issue, either for retention as treasury shares for future reissue, resale, transfer or cancellation provided that: i) the maximum number of ordinary shares hereby authorised to be purchased is 14.99% of the issued share capital of the Company as at the date of the passing of this resolution; ii) the minimum price (exclusive of expenses payable by the Company) which may be paid for such ordinary shares is the nominal value per share; iii) the maximum price (exclusive of expenses payable by the Company) which may be paid for such ordinary shares shall be the higher of: i) an amount equal to 105% of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which the ordinary shares are purchased; and ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out. This authority shall expire at the conclusion of the AGM of the Company to be held in 2025 (unless previously revoked, varied, renewed or extended by the Company in general meeting) save that the Company may, before such expiry, enter into a contract to purchase shares which will or may be executed wholly or partly after the expiry of such authority. 13. That, a general meeting, other than an annual general meeting, may be called on not less than 14 clear days’ notice. Registered Office: 25 Southampton Buildings London WC2A 1AL By order of the Board Frostrow Capital LLP 3 April 2024 94 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023NOTES 1. Entitlement to attend and vote Members who hold ordinary shares in the Company in uncertificated form must have been entered on the Company’s register of members by 6.30pm on Thursday, 2 May 2024 in order to be able to attend and vote at the meeting, or if the meeting is adjourned, 6.30pm on the day two business days before the time fixed for the adjourned meeting. Such members may only vote at the meeting in respect of ordinary shares held at the time. 2. Proxies A member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend the meeting to speak and vote on a show of hands and, on a poll, to vote instead of them. A proxy need not be a member of the Company. A member wishing to appoint more than one proxy must appoint each proxy in respect of a specified number of shares within their holding. For this purpose, a member may photocopy the enclosed form of proxy before completion and must indicate the number of shares in respect of which each proxy is appointed. Instruments of proxy should be sent to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to arrive no later than 11.00 am on Thursday, 2 May 2024. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting should they wish to do so. It is possible for you to submit your proxy votes online by going to Equiniti’s Shareview website, www.shareview.co.uk, and logging in to your Shareview Portfolio. Once you have logged in, simply click ‘View’ on the ‘My Investments’ page and then click on the link to vote and follow the on-screen instructions. If you have not yet registered for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. It is important that you register for a Shareview Portfolio with enough time to complete the registration and authentication processes. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) there of by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members and those CREST members who have appointed a voting service provider(s) should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf. In order for a proxy appointment 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 (available via www.euroclear.com). The CREST message must be transmitted so as to be received by the issuer’s agent (ID RA19) by not later than 48 hours (excluding non-working days) before the time appointed for the holding of the meeting or the adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the CREST 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 provider(s), 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(s) is/are a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that the CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a CREST message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) is/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. 3. Proxymity If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11 .00 am on Thursday, 2 May 2024 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity’s associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. 4. Corporate representatives A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the AGM. In accordance with the provisions of the Companies Act, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. It is no longer necessary to nominate a designated corporate representative. 95 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 20239. Members’ rights under Sections 338 and 338A of the Companies Act Shareholders meeting the threshold under Sections 338 and 338A of the Companies Act can instruct the Company: (i) to give shareholders (entitled to receive notice of the AGM) notice of a resolution which may properly be proposed and is intended to be proposed at the AGM; and/or (ii) to include in the business to be dealt with at the AGM any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be proposed or a matter may properly be included in the business unless: (a) (in the case of a resolution only) it would, if passed, be ineffective; (b) it is defamatory of any person; or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than 26 March 2024 , being the date six weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request. 10. Total number of shares and voting rights As at 2 April 2024, the latest practicable date prior to publication of this Notice, the Company had 334,363,825 ordinary shares in issue, with a total of 28 6,841,012 voting rights. 47, 522,813 shares were held in treasury. 11. Website In accordance with Section 311A of the Companies Act, the contents of this Notice, details of the total number of shares in respect of which members are entitled to exercise voting rights at the AGM and, if applicable, any members’ statements, members’ resolutions or members’ matters of business received by the Company after the date of this Notice will be available on the Company’s website at: www.templebarinvestments.co.uk. 12. Documents available for inspection Copies of letters of appointment between the Company and the Non-Executive Directors may be inspected during usual business hours on any weekday (public holidays excepted) at the registered office of the Company from the date of this Notice until the date of the AGM and at the place of the Meeting from 10.45 am until the Meeting’s conclusion. Any shareholders wishing to inspect the documents are requested to contact the Company Secretary by email at cosec@frostrow .com in advance of any visit to ensure that appropriate arrangements can be made and access can be arranged. Notice of Annual General Meeting continued 5. Nominated persons In accordance with Section 325 of the Companies Act, the right to appoint proxies does not apply to persons nominated to receive information rights under Section 146 of the Companies Act. Persons nominated to receive information rights under Section 146 of the Companies Act who have been sent a copy of this Notice are hereby informed, in accordance with Section 149 (2) of the Companies Act, that they may have a right under an agreement with the registered member by whom they were nominated to be appointed, or to have someone else appointed, as a proxy for this meeting. If they have no such right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the member as to the exercise of voting rights. Nominated persons should contact the registered member by whom they were nominated in respect of these arrangements. 6. Joint holders In the case of joint holders, the signature of only one of the joint holders is required on the proxy form and, where more than one joint holder has signed the proxy form or where more than one joint holder purports to appoint a proxy, only the signature of, or the appointment submitted by the most senior holder will be accepted to the exclusion of the other joint holders. Seniority is determined by the order in which the names of the joint holders appear in the Company’s Register of Members in respect of the joint holding (the first named being the most senior). 7. Members’ requests under Section 527 of the Companies Act Under Section 527 of the Companies Act, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to (i) the audit of the Company’s accounts (including the Auditor’s report and the conduct of the audit) that are to be laid before the AGM for the financial year ended 31 December 2023; or (ii) any circumstance connected with an Auditor of the Company appointed for the financial year ended 31 December 2023 ceasing to hold office since the previous meeting at which annual accounts and reports were laid. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 (requirements as to website availability) of the Companies Act. Where the Company is required to place a statement on a website under Section 527 of the Companies Act, it must forward the statement to the Company’s Auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM for the relevant financial year includes any statement that the Company has been required under Section 527 of the Companies Act to publish on a website. 8. Members’ rights to ask questions Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or 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. 96 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Useful Information for Shareholders Annual General Meeting 7 May 2024 Dividend Dates 2 April 2024 Payment of fourth interim dividend year ended 31 December 2023 30 June 2024 Payment of first interim dividend year ending 31 December 2024 Where to Buy Temple Bar Shares 1. Via a third-party provider Third party providers include: AJ Bell Barclays Stockbrokers Bestinvest 29 September 2024 Payment of second interim dividend year ending 31 December 2024 Charles Stanley Direct FundsNetwork Interactive Investor James Brearley James Hay Selftrade TD Direct 29 December 2024 Payment of third interim dividend year ending 31 December 2024 Hargreaves Lansdown Trustnet Direct Payment of Dividends Cash dividends will be sent by cheque to the first-named shareholder on the Register at his or her registered address together with a tax voucher. At shareholders’ request, dividends may instead be paid direct into the shareholder’s bank account through the Bankers’ Automated Clearing System (‘BACS’). This may be arranged by contacting the Company’s Registrar on 0371 384 2432. Price and Performance Information The Company’s ordinary shares are traded on the London Stock Exchange. The market price of the ordinary shares is shown daily in the Financial Times, other leading newspapers and on the Company’s website. Share Register Enquiries The Company’s Registrar, Equiniti, maintains the share register. In the event of queries regarding your holding, please contact the Registrar on 0371 384 2432 . Lines are open from 8.30am to 5.30pm Monday to Friday. Changes of name or address must be notified in writing to the Registrar. Tax Information Exchange Local laws may require Temple Bar to disclose investor holding and income data to UK and other tax authorities. This will only happen where required by law. Please note this list is not exhaustive and the availability of Temple Bar may vary depending on the provider. These websites are third-party sites and Temple Bar does not endorse or recommend any. Please consult each site’s privacy and cookie policies as well as their platform charges structure. The Board encourages all shareholders to exercise their rights and notes that many specialist platforms provide shareholders with the ability to continue to receive Company documentation, to vote their shares and to attend general meetings, at no cost. Please refer to your investment platform for more details, or visit the AIC’s website at www.theaic.co.uk/ aic/shareholder-votingconsumer- platforms for information on which platforms support these services and how to utilise them. 2. Through a professional adviser Professional advisers are usually able to access the products of all the companies in the market and can help you find an investment that suits your individual circumstances. An adviser will let you know the fee for their service before you go ahead. You can find an adviser at www.unbiased.co.uk You may also buy investment trusts through stockbrokers, wealth managers and banks. AIC The Company is a member of the AIC, which produces monthly publications of detailed information on the majority of investment trusts. To familiarise yourself with the FCA adviser charging and commission rules, visit www.fca.org.uk. Temple Bar Website The Company’s website can be found at www.templebarinvestments. co.uk and includes useful background information on the Company, together with helpful downloads of published documentation such as previous annual and half-yearly reports. 97 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 Depositary, Bankers and Custodian The Bank of New York Mellon (International) Limited One Canada Square London E14 5AL Stockbroker Cavendish Securities plc 6.7.8 Tokenhouse Yard London EC2R 7AS Solicitor Gowling WLG (UK) LLP 4 More London Riverside London SE1 2AU Independent Auditor BDO LLP 55 Baker Street London W1U 7EU Registrar Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA Shareholder Helpline: 0371 384 2432* Broker Helpline: 0371 384 2779* Website: www.equiniti.com * Lines are open 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales). Notifications of changes of address and enquiries regarding share certificates or dividend cheques should be made in writing to the Registrars quoting your shareholder reference number. Registered shareholders can obtain further details of their holdings on the internet by visiting www.shareview.co.uk Corporate Information Directors Richard Wyatt – Chairman Charles Cade Lesley Sherratt – Senior Independent Director and Chair of the Audit and Risk Committee Carolyn Sims Shefaly Yogendra – Chair of the Management Engagement and Nomination Committees Registered Office 25 Southampton Buildings London WC2A 1AL Website www.templebarinvestments.co.uk Portfolio Manager RWC Asset Management LLP Verde 4th Floor 10 Bressenden Place London SW1E 5DH Telephone: 0207 227 6000 Website: www.redwheel.com AIFM, Administrator and Company Secretary Frostrow Capital LLP 25 Southampton Buildings London WC2A 1AL Telephone: 0203 008 4910 Email: info@frostrow.com Website: www.frostrow.com Authorised and regulated by the Financial Conduct Authority. If you have an enquiry about the Company, please contact Frostrow Capital using the above email address. Temple Bar Identifiers ISIN (ordinary shares) – GB00BMV92D64 SEDOL (ordinary shares) – BMV92D6 Legal Entity Identifier – 213800O8EAP4SG5JD323 Bloomberg: TMPL: LN Registered number Registered in England Number 00214601 98 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023Glossary of Terms Discount or Premium of share price to NAV per share* A description of the difference between the share price and the net asset value per share. The size of the discount or premium is calculated by subtracting the share price from the net asset value per share and is usually expressed as a percentage (%) of the net asset value per share. If the share price is higher than the net asset value per share the result is a premium. If the share price is lower than the net asset value per share, the shares are trading at a discount. Fixed Interest Fixed-interest securities, also known as bonds, are loans usually taken out by a government or company which normally pay a fixed rate of interest over a given time period, at the end of which the loan is repaid. FTSE All-Share Index A comparative index that tracks the market price of the UK’s leading companies listed on the London Stock Exchange. Covering around 600 companies, including investment trusts, the name FTSE is taken from the Financial Times and the London Stock Exchange, who are its joint owners. FTSE 350 Index A comparative index that tracks the market price of the UK’s 350 largest companies, by market value, listed on the London Stock Exchange. Gilts A bond that is issued by the British government which is generally considered low risk. Gross Gearing Total assets divided by shareholders funds expressed as a percentage. Liquidity The ease with which an asset can be purchased or sold at a reasonable price for cash. Market Capitalisation The total value of a company’s equity, calculated by the number of shares multiplied by their market price. NAV (‘Net Asset Value’) per Share The value of total assets less liabilities, with debenture and loan stocks at book value. Book value is the amount borrowed less the current loan arrangement fee debtor still to be expensed. The NAV per share is calculated by dividing this amount by the number of ordinary shares outstanding. NAV per Share with debt at fair value* The value of total assets less liabilities, with the loans at fair value. The NAV per share with debt at fair value is calculated by dividing this amount by the number of ordinary shares outstanding. Net asset value (NAV) per share total return with debt at fair value* The theoretical total return on shareholders’ funds per share, reflecting the change in NAV with debt at fair value assuming that dividends paid to shareholders were reinvested at NAV with debt at fair value at the time the shares were quoted ex-dividend. A way of measuring performance which is not affected by movements in discounts/premiums. Year to 31 December 2023 (p) Year to 31 December 2022 (p) 233.5 29.1 (9.60) (0.8) 240.4 (3.9) (9.35) 6.4 252.2 233.5 12.1% 1.0% 0.2% (0.1%) 12.3% 0.9% Opening NAV with debt at fair value Increase /(decrease) in NAV Less dividends paid Adjustment for movement in fair value of debt Closing NAV with debt at fair value % increase in NAV with debt at fair value Impact of reinvesting dividends NAV total return with debt at fair value Net Gearing Total assets (less cash and cash equivalents) divided by shareholders’ funds expressed as a percentage. Ongoing Charge Ratio* Ongoing charges is calculated on an annualised basis. This figure excludes any portfolio transaction costs and may vary from period to period. The calculation below is in line with AIC guidelines. Investment management fee Other expenses (excluding transaction costs) Less: one off legal and professional fees Total Average cum income net asset value throughout the period (a) (b) Ongoing charges (c=a/b) (c) * Alternative Performance Measure. Year to 31 December 2023 (p) Year to 31 December 2022 (p) 2,757 1,359 (21) 4,095 2,937 1,234 (18) 4,153 731,023 0.56% 762,206 0.54% 99 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 Glossary of Terms continued Portfolio Turnover The portfolio turnover rate measures the Company’s trading activity. It is calculated by taking the lower of investment purchases and sales and dividing by the average gross asset value (net assets with debt added back) of the Company. It is expressed as a % and the lower the % the lower the turnover. For example a turnover rate of 25% would suggest that the fund holds stocks for four years on average, while a 50% turnover rate would suggest a two year holding period. Transactions in gilts are excluded from the investment purchases and sales for the purposes of calculating the turnover rate. Share Price Total Return* Return to the investor on mid-market prices assuming that all dividends paid were reinvested at the share price at the time the shares were quoted ex-dividend. Year to 31 December 2023 (p) Year to 31 December 2022 (p) 220.5 27.1 (9.60) 238.0 12.3% 0.2% 12.5% 221.6 8.3 (9.35) 220.5 3.7% (0.1%) 3.6% Opening share price Increase in share price Less: dividends paid Closing share price % increase in share price Impact of reinvesting dividends Share price total return Value Investing An investment strategy that aims to identify under valued yet good quality companies with strong cash flows and robust balance sheets, putting an emphasis on financial strength. Dividend Yield* A measure of the income return earned on an investment. In the case of a share the yield expresses the annual dividend payment as the percentage of the market price of the share. In the case of a bond the running yield (or flat or current yield) is the annual interest payable as a percentage of the current market price. The redemption yield (or yield to maturity) allows for any gain or loss of capital which will be realised at the maturity date. * Alternative Performance Measure. 100 Temple Bar Investment Trust Plc Annual Report & Financial Statements for the year ended 31 December 2023 Temple Bar Investment Trust Plc Registered Office 25 Southampton Buildings London WC2A 1AL www.templebarinvestments.co.uk A member of the Association of Investment Companies Portfolio Manager RWC Asset Management LLP Verde 4th Floor 10 Bressenden Place London SW1E 5DH www.redwheel.com 

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