The Law Debenture Corporation p.l.c.
A N N U A L R E P O R T A N D F I N A N C I A L S T A T E M E N T S
2024
lawdebenture.com
Law Debenture is an investment trust and
a leading provider of independent professional services.
In 2024 we celebrated 135 years of being listed
on the London Stock Exchange.
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We are working to build more frequent communication with you, our shareholders. In addition to our
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For more information visit our website: https://www.lawdebenture.com/investment-trust
For general enquiries, please contact the Company Secretary at: tsu.cosec@lawdeb.com
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Discover our financial education initiative, WIN*.
WIN* aims to support those new to investing, acting as a trusted friend and family proxy. Our
resources and events will deliver independent guidance and practical tips to retail investors
who want to identify.
Visit our website to register for updates, watch recordings of our recent events and access
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Cover image: Courtesy of Mike Smedley ‘City Life’ – LawDeb Lens 2018
1
AT A GLANCE
Contents
A T A G L A N C E
At a glance
2
Investment Proposition
3
Financial summary and performance
6
Key statistics
7
S T R A T E G I C R E P O R T
Chairman’s statement
8-10
Chief Executive Officer’s review
11-19
IPS 5 year performance at a glance
20
Investment managers’ review
21-24
Portfolio by sector and value
25
Fifteen largest holdings
26-27
Classification of investments
28
Portfolio valuation
30-33
Changes in geographical distribution
33
Company overview
34-39
Calculation of net asset value (‘NAV’) per share
40
Long-term performance record
41
Risk Management
42-45
Viability statement
46-47
Section 172(1) Statement
48-52
Environmental, Social and Governance (‘ESG’)
53-61
C O R P O R A T E G O V E R N A N C E
The Board
62-63
Directors’ report
65-69
Corporate governance report
70-73
Nomination Committee report
74-76
Audit and Risk Committee report
78-81
Directors’ remuneration report
83-103
F I N A N C I A L S T A T E M E N T S
Independent auditor’s report
105-114
Consolidated statement of profit or loss
116
Consolidated statement of comprehensive income
116
Statement of financial position
117
Consolidated statement of changes in equity
118
Statement of changes in equity
119
Cash flow statement
120
Notes to the accounts
121-157
C O R P O R A T E I N F O R M A T I O N
Alternative performance measures
159-162
Company advisers and information
164
Financial calendar
165
Subsidiary company details
165
Notice of Annual General Meeting (‘AGM’)
166-167
Explanatory notes to the Notice
168-169
Shareholder notes
170-171
AGM venue
172
* The investment portfolio and IPS comprise c.97% and c.3% of net assets respectively. Please refer to Note 6.
1 Please refer to page 159 for an explanation of net asset value with debt and IPS at fair value.
2 Considered to be alternative performance measure and is described in more detail on page 160.
3 Source: Association of Investment Companies (‘AIC’) industry average as at 31 December 2024.
Portfolio
c.81% of NAV*
including IPS and long-term
borrowings at fair value 1
Managed by James Henderson and Laura Foll
of Janus Henderson
Independent Professional
Services (‘IPS’) business
c.19% of NAV*
including IPS and long-term
borrowings at fair value 1
OBJECTIVE: LONG-TERM CAPITAL
GROWTH IN REAL TERMS AND STEADILY
INCREASING INCOME
• Focused on long-term returns
• Ongoing charges ratio at 0.51%2
compared to industry
average of 1.05%3
• Contrarian investment style:
– High quality companies with
strong competitive advantage at
attractive valuations
– Out of favour equities standing at
valuation discounts to their long-term
historical average
• Selective, bottom-up approach
• Diversified portfolio by sector
(predominant UK weighting)
PENSIONS
The longest
established and
one of the largest
UK providers
of pension
trustee
services
CORPORATE
TRUST
A leading
independent
corporate
trustee across
international
capital markets
CORPORATE
SERVICES
Range of
outsourced
solutions to
corporates
internationally
INTERNATIONAL PRESENCE:
United Kingdom, New York, Ireland, Hong
Kong, Delaware, Cayman Islands and
Channel Islands
We believe that all divisions have potential
for further growth in expanding markets.
Our plan to achieve this is by increasing
our market share through better leveraging
of technology, our strong relationships
and our brand
Law Debenture has a highly differentiated business model
A T A G L A N C E
Significant, consistent income contribution from IPS gives greater flexibility in stock selection
lawdebenture.com
2
Law Debenture’s Investment Proposition
Consistent
dividend growth
46 years of increasing or
maintaining dividends
to shareholders (113.4%
increase in dividend over the
last ten years)
7.9% CAGR of dividend
over the last 10 years
4.7% increase in 2024 DPS
(2023: 4.9%)
136 years
of history
IPS enables
greater flexibility
in Portfolio
holdings
IPS accounts for c.19% of the
2024 NAV but has funded c.1/3 of
dividends over the last 10 years
Portfolio differentiators:
• Ability to hold zero/low
dividend yield shares
(eg; Ceres, Flutter, M&S)
• Ability to avoid high dividend
yield stocks in industries in
structural decline
• Ability to invest flexibly
overseas
Long-term
record
of value creation
for shareholders
Strength
and diversity
of income
Flexibility and valuation uplift
from IPS + consistent portfolio
outperformance
Focus on
delivering
long-term
outperformance
Outperformance of our
benchmark, the FTSE Actuaries
All-Share Index, by 51.2% over
ten years (29.6% over five years
and 6.1% over three years)
Ongoing charges ratio of 0.51%
compared to industry
average of 1.05%
IPS has a proven
record of growth
under the
management team
CAGR of 11.0% in net revenue
and 7.3% in underlying PBIT2
over the last five years
Ambition to grow profits
of IPS by mid to high single digit
percentage growth
IPS valuation3 has increased
by 83.6% between 2019 and 2024
to £194.5m1
UK weighting
(88% Portfolio)
has potential to
outperform
UK has lagged global
stock markets in recent years
Around 80%4 earnings
of the FTSE 100 come from
outside the UK
Significant UK valuation
discount has attracted
M&A activity
1 Increase in total annual valuation of Independent Professional Services business, excluding net assets. For a calculation of this please refer to page 140.
2 PBIT is stated on an underlying basis. Please refer to Chairman's Statement on page 8 and see alternative performance measures on page 161 for
reconciliation to statutory PBIT and details of non-recurring items.
3 Please refer to page 159 for an explanation of net asset value with debt and IPS at fair value. IPS valuation excludes IPS net assets.
4 Source, London Stock Exchange.
AT A GLANCE
Past performance is not a guide to future performance. The value of shares and income from them may fall as well as rise and investors may not get
back the amount they originally invested. Capital at risk. None of the views expressed in this document should be construed as advice to buy or sell a
particular investment.
3
We were delighted our continued commitment to delivering peace of mind to a variety of our stakeholders was again recognised through
a series of notable award wins in 2024.
For the third year running Law Debenture was named winner of the AJ Bell Investment Awards in the ‘Income – Active’ category. CEO
Denis Jackson shared “It’s brilliant to receive this recognition from AJ Bell’s customers for the third year in a row. We are pleased that
investors continue to see value in the unique and differentiating combination of the Independent Professional Services business and
equity portfolio that Law Debenture offers.”
In the inaugural Quoted Data Awards, voted for by private investors, Law Debenture was named Best for Long-term Income. COO Trish
Houston noted that “for several years now we have been working hard to ensure our shareholders understand the unique value our
combined business brings, by improving our disclosure, participating in retail investor events and in launching our Widening Investor
Networks (‘WIN’) initiative. It is rewarding to know that our message is being heard, as we deliver peace of mind to our Shareholders”.
We were proud to feature highly once again in the FTSE Women Leaders’ Review. Following the Report's release in February 2025, which
saw LawDeb placed joint 2nd in the Financial Services sector and 5th overall in the FTSE 250, CEO Denis Jackson shared “I take immense
pride in knowing that for many of our colleagues, Law Debenture's workplace represents the most diverse community in which they
participate. This is a reflection of both our values and our commitment to creating an environment where different perspectives thrive.
This year’s Report is once again encouraging in the journey towards gender balance, and shifting cultures, in UK workplaces.”
Continuing to be recognised for our success in delivering results through a diverse and inclusive workforce, Law Debenture won two
categories of the INSEAD Alumni Balance in Business Initiative: FTSE 250 Trailblazer ExCo and Direct Reports and Best overall ExCo,
Direct Reports and Board representation. We also won the Diversity and Inclusion category at The Chartered Governance Institute
UK & Ireland Awards. CGI said “As a service business, Law Debenture knows that its people are its greatest asset. Their DE&I strategy
is designed to maintain their status as an employer of choice and a top-tier service provider for the long term. This strategy is all-
encompassing, impacting every facet of their operations.
A T A G L A N C E
Law Debenture: Awards
lawdebenture.com
4
Underpinned by our corporate values of ‘better together’ and ‘never stop learning’, our events create opportunities for colleagues,
Shareholders, clients, referring partners and other stakeholders to connect, learn, share knowledge, and celebrate achievements.
We host an annual, now very well-established, events programme focused on financial education initiatives, innovation in the pensions
industry, corporate governance and more informal industry networking. One of our standout initiatives is LawDeb Lens, our annual
amateur photography competition, now in its eighth year. This competition invites all within the wider LawDeb community to showcase
their creativity around a topical theme.
Each year, we are impressed by the quality and diversity of submissions, as well as the unique and inventive ways participants interpret the
chosen theme. Throughout the Report you will see photos that have been entered into the Lens competition over the years. The theme for
2024 was ‘Win’, supporting the launch in September 2024 of our successful ‘Widening Investor Networks’ (‘WIN’) financial education initiative.
The theme for Lens 2025 is ‘Evolution’, reflecting the evolving nature of our 135-year-old business. COO Trish Houston affirms, “LawDeb
has survived, adapted, and thrived through wars, technological advancements, pandemics and countless economic and political
transformations. The only constant through it all, is change - something we embrace as we set the business up for its next 135 years!”
LawDeb Lens: annual amateur photography competition
Enjoy the LawDeb Lens 2025 shortlisted and winning photos. The theme for this year was ‘Win’.
Jill Ampleford
‘A lasting legacy’
Scott Latham
‘Ice cream at Lords’
Liam Davis
‘Conversely winning’
Christian Patilea
‘Effort’
Mike Smedley
‘V for Victory!’
Tony English
‘Ollantaytambo’
Ben Gold
‘The Puffin - for animals,
surviving is winning’
Emily Whitelock
‘Wimbledon’
Sion Cole
‘Cuddles are always winning’
Janet Brown
‘Inside the Hive at Kew - Bees,
the ultimate networkers’
Patrick O’Shea
‘The Game’
Tess Page
‘Never again statue’
5
AT A GLANCE
Financial Summary
31 December 2024
£000
31 December 2023
£000
Change
%
Net Asset Value – with debt and IPS at fair value1*
1,150,512
1,048,304
9.75
Total Net Assets per the statement of financial position
920,764
854,229
7.79
Pence
Pence
Net Asset Value (‘NAV’) per share at fair value1*
872.34
802.67
8.68
Group statutory revenue return per share†
33.48
33.43
0.15
Capital return per share
40.51
24.47
65.55
Dividends per share
33.50
32.00
4.69
Share price4
893
801
11.49
%
%
Ongoing charges3*
0.51
0.49
Gearing3*
11
13
Premium/(discount)* at 31 December
2.37
(0.21)
† Underlying Group revenue return was 34.27 pence per share.
For reconciliation of NAV at fair value per the above to published year end NAV please refer to page 40.
Performance
1 year
%
3 years
%
5 years
%
10 years
%
NAV total return2* (with IPS at fair value and debt at par)
13.2
14.4
43.5
118.7
NAV total return2* (with IPS and debt at fair value)
13.6
24.6
56.0
133.1
FTSE Actuaries All-Share Index Total Return4
9.5
18.5
26.5
81.9
Share price total return4*
15.9
25.8
72.4
147.5
Change in Retail Price Index5
3.6
23.0
33.9
51.8
Relative performance (NAV at FV)
4.1
6.1
29.6
51.2
Relative performance (Share Price)
6.4
7.3
46.0
65.6
* Items marked “*” are considered to be alternative performance measures and are described in more detail on page 161.
1 Please refer to page 40 for calculation of net asset value. Please note change in NAV per share in the financial summary does account for the effect of
dividends on total return.
2 NAV is calculated in accordance with the AIC methodology, based on performance data held by Law Debenture including fair value of the IPS business and
long-term borrowings. NAV is shown with debt measured at par and with debt measured at fair value and both total returns account for shareholder returns
through dividends.
3 Ongoing charges are calculated based on AIC guidance, using the administrative costs of the investment trust and include the Janus Henderson Investors’
management fee, charged at the annual rate of 0.30% of the portfolio value. There is no performance related element to the fee. Gearing is described in the
Strategic Report on page 37 and in our alternative performance measures on page 160.
4 Source: Refinitiv.
5 Source: Office for National Statistics.
A T A G L A N C E
lawdebenture.com
6
Key Statistics
for the year ended 31 December 2024
AT A GLANCE
* Items marked “*” are considered to be alternative performance measures and are described in more detail on page 161.
1 Please refer to page 40 for calculation of net asset value.
2 Ongoing charges are calculated based on AIC guidance, using the administrative costs of the investment trust and include the Janus Henderson Investors’
management fee, charged at the annual rate of 0.30% of the Investment Portfolio. There is no performance related element to the fee. Gearing is described in
the Strategic Report on page 37 and in our alternative performance measures on page 160.
3 Calculated using the published fair value of IPS business, excluding net assets, over the past five years.
4 PBIT is stated on an underlying basis. Please refer to Chairman's statement on page 8 and refer to alternative performance measures on page 161 for
reconciliation to statutory PBIT and details of non-recurring items.
Past performance is not a guide to future performance. Capital at risk.
15.9%
*
Share price total return
(2023: 8.1%)
13.6%
1
Growth in Net Asset Value – including debt
and IPS at fair value total return
(2023: 7.8%)
Total Net Assets per statement of financial position
percentage increase of 7.8% (2023: decrease of 6.9%)
(0.1)%
*
Average discount in share price
versus reported NAV
(with debt and IPS at fair value)
(2023: 1.2% premium)
31 December 2004 premium: 2.4%
(2023: discount 0.2%)
6.4%
4*
Growth in IPS underlying PBIT
(2023: 5.0%)
0.51%
2*
Ongoing charges ratio
– compared to industry average of 1.05%
(2023: 0.49%)
7.3%
4*
5 year compounding annual growth rate
in IPS underlying PBIT
4.7%
Proposed increase
in 2024 dividend per share
(2023: 4.9%)
83.6%
3*
Increase in IPS valuation
from 2019 to 2024
A consistent long-term out-performer
7
S T R A T E G I C R E P O R T
Chairman’s Statement
Performance
Law Debenture has again performed creditably in both absolute
and relative terms in a year with relatively modest GDP growth and
significant political and geopolitical disruption. 2024 saw global
interest rates start to decrease from the relatively elevated levels of
recent years, but they remain well above those experienced for the
majority of the period post the global financial crisis of 2008/09.
Equity markets have had to contend with numerous elections as
well as the ongoing war in Ukraine and the Israel/Palestine conflict,
all of which has resulted in ongoing market volatility. Nonetheless,
the combination of our well-diversified Portfolio and another
good underlying IPS performance has enabled Law Debenture to
continue to deliver on its commitment to produce capital growth
over the longer term and steadily increasing dividend income.
Law Debenture’s long-term record of benchmark outperformance
remains strong, with share price outperformance of the FTSE
Actuaries All-Share Index over the last five years of c.46%. I am
proud that Law Debenture has been a leading performer in the UK
Equity Income sector over the long term, which is testament to the
hard work of our investment managers and employees.
Our benchmark, the FTSE Actuaries All-Share Index, delivered a
9.5% total return in 2024. The Company’s share price total return
creditably outperformed this with a total return of 15.9% for 2024.
The Net Asset Value (‘NAV’) with debt and the independent
professional services (‘IPS’) business at fair value delivered a
return of 13.6%.
Our revenue performance was more muted. This significantly
reflects the dividend income received from our Investment
Portfolio, which was up 4%, from £33.5m in 2023 to £34.7m in 2024.
For a number of key investments, our investment managers made
a conscious decision to prioritise longer-term capital growth over
short-term dividends. During 2024, there were some very strong
capital growth performers like Marks & Spencer and Rolls Royce
where dividends were very low or even zero. In addition, there was
a notable preference from corporates for share buy-backs over
special dividends, meaning returns to our shareholders from such
companies are reflected in capital growth, rather than income.
The net revenue from our IPS business increased 6.2%.
Overall, our statutory revenue profit before tax was up 1.7%, and
our statutory revenue EPS was up 0.1%, affected by £1.0m of non-
recurring costs incurred during the year. Excluding the impact of
these, our underlying revenue profit before interest and tax was up
4.9%, and our underlying EPS was up 2.5%.
Awards
We were delighted to receive recognition for all the hard work of
our great team of people in the shape of two investment awards.
At the AJ Bell Investment Awards 2024, Law Debenture was named
winner in the Active Income category for the third consecutive year.
We were also voted winner of the inaugural QuotedData awards,
winning the Best for Long-Term Income award. The continued
success in industry-leading awards demonstrates the excellent
short and longer-term record of our investment managers,
supported by the IPS business.
lawdebenture.com
8
STRATEGIC REPORT
Chairman’s Statement continued
Dividend
We are proud of our record of increasing or maintaining our
dividend payments for the 46th year in a row. The consistent and
reliable cash flows from our IPS business have helped ensure
that we can continue our strong dividend record. Subject to your
approval, we propose paying a final dividend of 9.5 pence per
ordinary share.
The dividend is almost fully covered, but your Board is confident
that earnings should continue to increase and is committed to its
quarterly dividend policy.
The final dividend will be paid on 16 April 2025 to holders on the
register on the record date of 21 March 2025. This will provide
shareholders with a total dividend of 33.5 pence per share for
2024, an increase of 4.7% compared with 2023. This dividend
increase is modestly ahead of CPI and represents a dividend yield
of 3.8% based on our closing share price of 884 pence on 11 March
2025. Over the last 10 years, we have increased the dividend by
113.4% in aggregate.
Our Portfolio
James Henderson and Laura Foll, our investment managers,
continue to invest in a differentiated selection of well-managed
and high-quality businesses with competitive advantage and
good long-term growth prospects. Dividend income of £34.7m
from the Portfolio was slightly higher than in 2023. However, it
is pleasing to report a total capital profit for the year of £53.1m,
primarily driven by movements in the value of the holdings within
the Portfolio.
We remain confident that James’s and Laura’s disciplined
approach of buying at attractive entry point valuations will
continue to deliver over the longer term for our shareholders. More
detailed commentary on the Portfolio’s performance with a review
from our investment managers can be found below.
IPS
Our professional services business has been a key differentiator
in driving consistent long-term outperformance compared to
other UK income funds and it remains well positioned to continue
this, with a strong platform built in recent years from which to
grow further. Although accounting for only c.19% of our NAV (with
IPS and Debt at Fair Value), the IPS business has funded around a
third of our dividends in the last 10 years and has now delivered
a compound annual growth in underlying profit before interest
and tax of 7.3% over the last five years. Through its strong cashflow
and consistent mid-to high single digit growth rates, IPS enables
our investment managers to build a more flexible Portfolio that
includes both income and growth-focused stocks, rather than
having to ‘chase yield’.
In a year where many businesses faced a challenging trading
backdrop, it is encouraging to see IPS continue to show another
underlying year of growth. Some of our businesses benefit from a
degree of counter-cyclicality, which is in part, why IPS had another
year of good underlying profit growth. Corporate Services and
Corporate Trust were the strongest performers, achieving net
revenue growth of 11% and 12.7%. Pensions had a net revenue decline
following an exceptionally high revenue growth rate of over 20%
in 2023.
The Board is pleased to see continued good employee
engagement and satisfaction scores and we remain focused
on strengthening our processes and management information
systems. With this ongoing investment in talent and technology, the
Board is confident IPS has the potential to sustain mid to high single
digit growth over the medium term.
Capital structure
In 2024, the Group issued 1.4 million new ordinary shares to existing
and new investors, with net proceeds of £12.4m to support ongoing
investment. Shares were issued at a premium to NAV to be accretive
to existing shareholders.
Environmental, Social and Governance (‘ESG’)
Our Executive Leadership team has continued their work to
create a working culture that encompasses our four values: Make
Change Happen; Better Together; Believe It’s Possible and Never
Stop Learning.
Following our success in 2024, we were ranked again by the FTSE
Women Leaders Review in 2025, placing joint second in the Financial
Services sector and fifth overall amongst the FTSE 250. This is an
achievement that we are extremely proud of. We understand that
gender balance needs to be treated as a business issue, not an HR
issue or one for a dedicated DE&I team to manage alone.
Our IPS business is built upon the provision of independent
governance services. A central tenet of this work is our
commitment to diversity, and we are delighted that we have
established a balanced gender pay gap position and have strong
female representation both at Board and senior executive level,
with women making up 50% of the Executive Leadership Team.
As an organisation, we believe that long-term growth is
underpinned by sustainability. This presents opportunities for
investment in the IPS business. It has a relatively small carbon-
footprint compared to other FTSE 250 groups but, over the years,
we have taken steps to further reduce this, most notably with our
choice of office space.
Further, as part of our commitment to the ESG agenda, Law
Debenture has continued to make voluntary disclosures in
relation to Task Force on Climate-Related Financial Disclosures
(‘TCFD’). This can be found on page 55 of the Annual Report.
Our investment managers remain committed to investing in
businesses that have a sustainable business model and carefully
take ESG into consideration when making investment decisions.
For more details please see page 53 of the Annual Report.
9
lawdebenture.com
10
Chairman’s Statement continued
S T R A T E G I C R E P O R T
The Board
As reported this time last year, Tim Bond retired from the Board on
28 March 2024 having served nine years. Maarten Slendebroek
was appointed to the Board on 11 January 2024. He has extensive
experience in financial services, including as CEO of Jupiter Fund
Management for five years from 2014 to 2019, having joined the
firm as Strategy and Distribution Director in 2012. His key skills and
experience include fund management and investment, strategy,
corporate finance, ESG matters and distribution to investors. There
have not been any further changes in Board composition.
Annual General Meeting (‘AGM’)
The AGM will be held Friday, 11 April 2025 at 11.00am. In order to
welcome as many of our shareholders as possible, this year we are
holding our AGM at the offices our joint- corporate broker Peel Hunt
and not at our own office. Please join us at Peel Hunt, 7th Floor, 100
Liverpool Street, London EC2M 2AT. We will also be livestreaming the
event. The Board and the wider Law Debenture team really value
the chance to meet with our shareholders and hear your thoughts
about the Company so we hope that you are able to join us for the
AGM and a light lunch.
Looking forward
The end of 2024 brought some optimism from investors that
inflation is much more under control and closer to targeted levels.
This improved equity market backdrop has to contend with interest
rates that still look likely to stay at much higher levels than those
experienced for the majority of the period post the global financial
crisis of 2008/09.
The majority of the Portfolio is invested in UK equities, although
many of the earnings are derived from outside the UK. Our
investment managers continue to believe that UK market
valuations remain low in both absolute and relative terms and
offer some attractive longer-term growth opportunities with a lot
of bad news already priced in. Many UK companies are leveraging
their robust balance sheets and good cash flow to consider
share buy-backs. In addition, many overseas corporates and
private equity firms continue to see ongoing attractions in UK
company valuations. Companies with robust business models
and supportive long-term trends are now frequently overlooked by
investors who cannot see past a relatively subdued UK economic
environment. Law Debenture is well-positioned with a long-
term focus on a quality and well diversified portfolio. Many of the
companies held in the portfolio are conservatively managed by
talented leadership teams, often market leading businesses that
trade on relatively modest valuations.
The Board and our investment managers therefore remain
confident in our future medium-term performance, due to the
diversified and resilient nature of our Portfolio and the good growth
potential for IPS. Its services are generally well sought after, its brand
reputation is good and the market share opportunities remain
considerable. During these relatively subdued macroeconomic
times, our consistent delivery has only been possible due to the
hard work of our investment managers and our skilled workforce.
On behalf of the Board, I would like to thank them all, as well as our
shareholders, for their continuing support.
Robert Hingley
Chair of the Board
11 March 2025
11
STRATEGIC REPORT
Introduction
2024 has been a good year overall for Law Debenture, despite
continued macroeconomic uncertainty. Elevated levels of
interest rates proved to be challenging for many consumers and
businesses alike. That said, Law Debenture’s overall performance
reflected well on the Group’s ability to adapt to a changeable
economic climate. We delivered on our
two main objectives, producing NAV
growth and continuing to increase income
for shareholders. Our total share price
performance and NAV outperformed
the index again (and by a considerable
margin in 2024) and we are proud to
have had our 46th year of maintaining or
increasing dividends.
In this context, our investment managers,
James Henderson and Laura Foll of Janus
Henderson, have continued to perform well.
The Group takes great pride in our long-
term record over one, three, five and ten
years, with consistent outperformance of
the benchmark, the FTSE Actuaries All Share
Index, and compared to our key sector
peers. We see this as continuing validation
of our consistent strategy: Law Debenture
offers a cost-effective way to access an
active and expertly managed portfolio and
provides good liquidity to investors given our market capitalisation.
Our investment managers have a consistent and proven valuation-
driven process which aims to identify market-leading, high-quality
companies that are undervalued at the point of purchase. It is a
testament to the continued outperformance and the investment
team that Law Debenture has won another two prestigious
investment trust awards this year – the Active Income category
at the AJ Bell Investment Awards for the third consecutive year,
and the winner in the Best for Long-Term Income award at the
QuotedData awards.
Our IPS business has delivered its seventh
consecutive year of mid to high single digit
revenue and underlying profit growth. IPS
business net revenues (gross revenue less
direct costs incurred) for 2024 rose by 6.2%
to £53.7m (2023: £50.5m).
A statutory profit before interest and tax
(‘PBIT’) of £15.0m was reported. Excluding
the impact of £1.0m of non-recurring costs,
the underlying PBIT of IPS increased 6.4%.
Please refer to APM on page 161.
During 2024, a non-cash £17.0m write-off
was recorded within the capital reserves
of the Group for the goodwill arising on
the acquisition of the company secretarial
services business of Konexo, a division of
Eversheds Sutherland LLP, in 2021.
At the time of this acquisition, we noted
that the transaction was not “cost out”
but rather “cost in”. The business was non-core to the seller and it
required material investment in people, training, technology and
infrastructure. Successfully addressing these issues is taking longer,
Chief Executive Officer’s Review
We delivered
on our two
main objectives,
producing NAV
growth and
continuing to
increase income
for shareholders
S T R A T E G I C R E P O R T
Chief Executive Officer’s Review continued
and costing more, than we had originally planned. Accordingly, we
have taken the prudential step of writing off the goodwill recognised
at the time of acquisition. Nonetheless, we continue to invest in the
business and remain confident in the longer-term growth and profit
opportunities of our Corporate Secretarial Services (‘CSS’) business
and its’ contribution to the success of the IPS.
As we continue to invest in the IPS business, we are delighted
to welcome three new members to the IPS leadership team.
Isla Pickering joins us as Chief Financial Officer with a wealth of
professional services experience. Spencer Knightsbridge joins
us as Chief Technology Officer with a background in driving
technology transformation at both the London Metal Exchange
and the New York Stock Exchange. Alex Ringer joins as our new
Head of Legal, Risk and Compliance.
The diversification of our income streams again served us well,
with Corporate Services and Corporate Trust being the strongest
performers, with Pensions down slightly after exceptional growth of
c.21% in 2023. We continue to invest to ensure our IT infrastructure
and wider operating model are fit for purpose as we seek to further
scale and sustain our medium-term growth ambitions, whilst also
working hard to ensure our profit margins are sustainable.
For 135 years, we have stuck to our principles of independence,
trust and excellence. Our investment for growth over the last seven
years has positioned us well for the future. I am encouraged by the
new business wins in 2024 and by our strong client relationships,
which means that approximately two-thirds of our business
is repeated year on year. As we continue to face a relatively
uncertain macroeconomic environment in 2025, our aim is that IPS
should continue to provide an element of structural growth and
counter-cyclical revenue that will support our overall performance.
High-quality governance services should remain core to our
clients, regardless of the economic cycle.
We are proud to have delivered a 113.4% increase in dividends
over the last ten years. This record has been supported by the
diversified nature and consistently strong performance of IPS,
which makes Law Debenture a unique investment trust. The flow of
Law Debenture celebrated 135 years on the
London Stock Exchange on 16 December 2024,
with CEO Denis Jackson closing the market
hosted by LSE CEO Julia Hoggett
We were proud to mark 135 years of being listed on the London
Stock Exchange. CEO Denis Jackson was joined by COO Trish
Houston; CTO Spencer Knightsbridge; Chairman Robert
Hingley; Janus Henderson Investors Joint Portfolio Managers
James Henderson and Laura Foll; colleagues old and new
and our trusted advisors, coupled with representatives of
our original shareholders, as listed on our 1889 Prospectus,
a document our guests thoroughly enjoyed perusing on the
night, including those from Clifford Chance, Hill Dickinson,
HSBC, Lloyds Bank, NatWest, Norton Rose, Penningtons
Manches Cooper, and PwC.
Denis commented, “This milestone reflects our proud heritage
but also our ongoing ability to adapt to and thrive in the
constantly evolving investment landscape. With our well
diversified investment portfolio and ongoing investment in
IPS, Law Debenture is resilient by design, and we look forward
to continuing delivering strong long-term performance and
returns for our shareholders in the years to come.”
Trish added, “A huge thank you to Julia Hoggett and everyone
at the LSE for a wonderful evening which brought into focus
our role as guardians of these incredible institutions. Happy
Anniversary, LawDeb.”
Our updated, new look website www.lawdebenture.com was
launched concurrently.
More photos and footage of the anniversary event
are available there under News & Insights/Law
Debenture celebrates 135th anniversary on the
London Stock Exchange.
lawdebenture.com
12
DIVISION
Net revenue
2020
£000
Net revenue
2021
£000
Net revenue
2022
£000
Net revenue
2023
£000
Net revenue
2024
£000
Growth
2023/2024
%
Corporate trust
10,789
9,771
10,620
12,473
14,052
12.7%
Pensions
11,479
13,060
14,343
17,396
16,694
(4.0%)
Corporate services
12,226
18,755
20,206
20,640
22,915
11.0%
Total
34,494
41,586
45,169
50,509
53,661
6.2%
income from IPS has funded approximately 1/3 of dividends over
that period. This gives James and Laura the flexibility to invest in
a broader and higher-growth portfolio than many sector peers,
helping to position the Portfolio for future longer-term growth.
We are delighted too, to receive a Top 40 ranking in the recently
published FT Top Employers 2025 survey. This is a wide-ranging
independent survey that considers a range of factors such as
employee satisfaction, workplace culture, employee benefits, and
opportunities for career development.
Corporate Trust
Law Debenture was incorporated to act as a bond trustee in 1889.
The role of a bond trustee is to act as bridge between the issuer
of a bond and the individual bondholders. Our responsibilities as
bond trustee can vary materially, whether servicing performing
or defaulted bond issues.
Normal obligations for the bond trustee to support performing
issues could include communication to the bond holders of
financial or security data, together with the distribution and/
or receipt of covenant information. For completion of this
work, we are typically paid an annual fee throughout the
lifetime of the bond. This fee is inflation linked for the majority
of our existing book of business. When an amendment to
bond documentation is required, we can also earn additional
revenues to complete the necessary changes. When bonds
default, the workflow, risk and revenue profiles of our role can
materially change. A key duty of the bond trustee is to be the
legal creditor of the issuer on behalf of the bondholders. Our
role in such default situations requires material incremental
work that, given a favourable outcome, can lead to significant
additional income for us. That said, defaults often take
years to play out and the results are uncertain. Given this
long-dated and fluctuating backdrop, our revenues for this
work in any specific calendar year can be somewhat lumpy.
However, such post-issuance work has strong economic
countercyclicality and has produced sound returns for our
shareholders over time.
Corporate Trust – Market dynamics
New issuance in debt capital markets has always been a driver
of revenues. As well as receiving an ongoing (typically inflation-
linked) annual fee for our work, we also receive an upfront
fee upon appointment to a role. As we noted at the half year,
following a couple of tough years and a reduction of capacity in
this area by the major global banks, new issuance continued to
recover in 2024, with deal volume in Europe up 19% year-on-year
(Source: Dealogic). Following a sustained period of monetary
tightening, The Bank of England, Federal Reserve and European
Central Bank all cut rates during the year. Corporate Bond
spreads continued to tighten and finished the year at, or very
close, to decade-long lows (Source : ICE Data Indices).
Demand for our post issuance work is hard to predict and is often
strongly countercyclical. In last year’s annual report, we stated
that “it would not be a surprise that on balance demand for our
post issuance expertise were to increase as we move further
through this economic cycle”. However, this did not materialize
to the extent that we thought. This is, of course, largely good
news for our clients as we do not wish them any misfortune. That
said, our long history tells us that the winds of change can blow
fiercely in economic conditions from time to time and we will be
ready to help support our clients when they do.
The primary law firm regulator, the Solicitors Regulation Authority
(‘SRA’), continues to discourage its members from holding client
monies. Given our broad and well-established relationships with
law firms, this has provided fertile ground for developing our
escrow offering in particular over the past few years. An escrow
solution allows two parties the ability to transfer an asset, with a
trusted independent third party ensuring that certain conditions of
STRATEGIC REPORT
We are proud to have delivered a 113.4% increase in dividends per share over the last
ten years, with 46 years of increasing or maintaining dividends.
Chief Executive Officer’s Review continued
* Total net revenue is calculated by reducing segment income of £61,659k by cost of sales of £7,998k. Please refer to note 6 for the IPS segmental analysis.
Corporate services: 2021 includes additional revenue arising from the acquisition of the CSS business from Eversheds Sutherland (International) LLP.
13
lawdebenture.com
14
Chief Executive Officer’s Review continued
including acting as a security agent on a €220 million six-year
sustainability-linked junior loan financing to HES International BV.
We also saw a good pick up in high yield bond market issuance
during the year and have closed High Yield bond transactions with,
amongst others, Flos B&B Italia S.p.A., Almaviva S.p.A., TeamSystem
S.p.A., Lottomatica S.p.A. and Omni Helicopters International Group.
On 1 February 2024, Allwyn took over as operator of the National
Lottery. We were appointed as trustee by Allwyn. A new trust
structure was created under which we are holding funds for the
protection of players of the National Lottery, working closely with
both Allwyn and the Gambling Commission.
Corporate Trust – Outlook
The strength of our Corporate Trust business lies in its diversified
revenue streams, some elements of countercyclicality and, in
many cases, a linkage of fee income to inflation. Our reputation for
quality of product and ability to move fast is well established.
We have invested in additional headcount to join our new business
team and have upped our investment in business development
activity.
On a year-to-year basis, levels of both primary market activity
and post issuance work are hard to forecast. M&A volumes were
up 29% in Europe in 2024 (Source Dealogic) and the major market
participants in this cyclical business have a positive outlook for
2025. If correct, this will provide a rich seam for us to mine with our
Escrow offering in the coming year.
We are confident that this business will continue to produce solid
returns for our shareholders over time.
Pensions
We are the longest serving and one of the largest independent
providers of pension trusteeship in the UK with over 230
appointments.
Our Pegasus offering of outsourced pensions executive and
governance solutions continues to be a leading provider in a
competitive market, developing new propositions that further
support our clients.
Pensions – Market dynamics
For many schemes, 2024 felt a relatively calmer year in markets
compared to recent years. With funding levels on average
remaining in a strong position, conversations have continued
on trustee boards and with corporate sponsors as to the best
way forward. Schemes are choosing different long-term paths
depending on their individual circumstances, whether running on
in the long term, running on strategically for the medium term, or
making a more immediate move to insurance. We expect such
conversations to continue in 2025.
Two new regulatory Codes have been brought into force:
• The long-awaited General Code – this consolidates existing
codes and sets out in one place the expectations for UK
occupational pension schemes. We believe that strong
S T R A T E G I C R E P O R T
the transaction have been met by both sides prior to completion.
Our ability to move fast and use our expertise to consider non-
standard transactions is well known to an increasingly broad
network of referral partners. During the year, we provided escrows
to support, for example, Litigation, Trade, Real Estate and Sporting
events. In addition, support of Corporate M&A transactions is an
area where we continue to make solid progress.
Corporate Trust – Highlights
Under the leadership of Eliot Solarz, we are pleased to report net
revenue growth of 12.7% in 2024 following a very strong 17.4% growth
in 2023.
The majority of the capital markets transactions that sit on
our books have been built up over many decades, and have
contractual inflation-linked fee increases for our services.
These fee increases are applied on the transaction anniversary.
Consequently, as inflation spiked in 2021/22/23, the associated
inflation-linked increases fed through to our book of business.
This provided a steady tail wind for revenues during this period.
This has now played out, and today’s forward-looking inflation
consensus appears much more benign.
Improving primary market conditions allowed us to complete
a number of notable new transactions during the year,
Case Study: De Beers UK Pension
Scheme
Elizabeth Hartree is the Independent Trustee for the De Beers
UK Pension Scheme, an appointment LawDeb has held
since 2017. In 2024, the Trustees transacted with the Pension
Insurance Corporation for a £870m buy in, insuring all the
liabilities of current and future DB pensioners of the Scheme,
nearly 2,000 members in total. The transaction was extremely
timely, removing all risk for members of reliance on the
company just weeks before Anglo American was subject to
ongoing hostile takeover bids, and subsequently announced
it planned to divest its entire interest in De Beers.
The Trustees had to navigate some interesting challenges in
order to secure this result for members, including:
• Ensuring the Scheme was extremely well-prepared, a
factor which was noted to have helped secure such a
favourable result;
• Planning a relatively unusual and long deferred premium
period, in order to maximise the run off from a suite of
illiquid investments;
• Disclosure of a benefit structure with several unique aspects
and membership data in respect of multiple
overseas members.
Elizabeth continues to Chair the DC section of the
Scheme which remains unaffected by the buy-in.
15
STRATEGIC REPORT
Chief Executive Officer’s Review continued
governance reduces risk and leads to better outcomes. We are
working with clients to implement this in a proportionate way
and focusing on the value-add components.
• Defined Benefit Funding Code. This came into force on
12 November 2024 for DB valuations on or after 22 September
2024. We expect this to be an area of focus in 2025 onwards as
valuations come into scope.
Whilst the Autumn 2024 Budget had fewer pensions-specific items
than had been rumoured, there were several consultations to
provide input to, including on Inheritance Tax, Defined Contribution
schemes and Local Government Pension Schemes. A Pension
Schemes Bill is expected in due course.
More than 50% of UK occupational pension schemes have an
independent trustee. This is a recognition of the value provided by
an independent view. The market remains competitive and we are
seeing a number of tenders for services, including an increase in
interest in a Corporate Sole Trustee (‘CST’) model, where our team-
based approach works well.
Pensions – Highlights
Compound revenue growth in our Pensions business since 2017
has been 10.6%. Growth in 2023 was an exceptional 21.3% following
on from the fall out of the LDI crisis of late 2022. We emphasised at
the AGM in March last year and in our dialogue with investors and
analysts throughout the year that 2023 was an outlier in terms of
revenue growth and that 2024 was always going to be a difficult
year in terms of comparator. Recorded revenues reduced by a
modest 4.0% in 2024.
Compound growth in revenues over the past two years is 7.9%,
which is broadly in line with the seven year revenue growth rate
for this business. We remain confident of our ability to growth this
business solidly over the business cycle.
In our core Pensions business, we were delighted to add incremental
appointments, that included Medical Research Council, Tilney
Pension Fund, Kellog Brown & Root and Saint-Gobain Ireland.
Ireland continued to grow with some strong wins, including the
first full-service CST in the Irish market. Our Manchester team
has recruited additional colleagues and continue to be a leading
presence for trusteeship and governance in the North. Jersey, where
we have taken on another chair role, also continues to be a focus.
The Pegasus business continues to see demand across a number
of different services areas, including support to in-house teams,
project management support, data/GMP projects, provider review
and selection, General Code support and trustee effectiveness
reviews.
We added new capabilities to our CST clients, embedding the
General Code as standard, and will continue to demonstrate
the streamlining CST can bring to the governance for all sizes
of scheme.
We welcomed seven new members into the team in 2024. In May,
our new Managing Director, Sankar Mahalingham, took over, with
Pensions Age Award for Independent
Trustee Firm of the Year
On 4 March 2025 the LawDeb Pensions business, was
delighted to win the Pensions Age Award for Independent
Trustee Firm of the Year. The Award criteria focused on
innovation and adding value for both clients and the wider
pensions industry. As the longest established and one of the
largest providers of independent pension trustees in the UK,
we are trusted by clients to deliver best practice governance
and recognised for our team-approach, a real differentiator.
Sankar Mahalingham, Managing Director of LawDeb Pensions
shares: “We have built an exceptional group of pensions
experts at LawDeb and this Award is great recognition of
the fantastic outcomes we have been able to deliver for our
clients and their members, by working together as a team.
With the award criteria focused on innovation and adding
value in the pensions space we were proud to showcase the
work we do.
The world of pensions is ever-evolving and we are at the
forefront, driving forward developments that we believe will
lead to superior member outcomes, and pushing back on
those that won’t. Our innovation in the corporate sole trustee
space makes this robust governance solution accessible for
schemes of all sizes and complexity. Our dedicated Endgame
Solutions Working Group is ensuring that each scheme
identifies the best solution for them and their members. We
deliver all of this whilst promoting best practice
governance and the value of diversity on pension
boards. We innovate, we add value for clients and
the industry and we do it everyday, together.”
a new management team including Jane Beverley as Head of
Trusteeship and Mark Williamson as Head of Pegasus.
lawdebenture.com
16
S T R A T E G I C R E P O R T
Chief Executive Officer’s Review continued
Law Firms: Key referral relationships, in
addition to being our service providers
The work we do at Law Debenture matters. Our business was
founded in 1889. That is 135 years of us making a positive
impact for our shareholders, clients and communities.
It’s a responsibility that we take seriously, and it is one of
the reasons law firms have always and do increasingly
refer business to LawDeb. Business that is vital in servicing
their own, wider clients’ needs globally, whether that is
transactional or governance in nature and across our
Pensions, Corporate Trust and/or Corporate Services
businesses, all are relevant.
We are established, trusted and truly independent. Our
track record over the last 135 years of stability coupled with
innovation, and our ongoing commitment to delivering
peace of mind sets us apart.
LawDeb’s Business Development function is in very regular
contact with key stakeholders, right across the legal sector.
This coupled with hosting annual Law Firm events, results
in us generating a robust and repeating pipeline of new
business opportunities for all our IPS businesses, whilst
continuing to build wider trust and credibility.
What began as an annual event for our network of lawyers in
private practice in London in 2021 has since been expanded
to include our wider legal and consulting networks in
Manchester and Hong Kong, with LawDeb’s
BD and Marketing team now responsible for
running three events annually, during September
and October.
In the last twelve months, we have helped deliver over nine
material buy-in transactions for our clients, including De Beers,
Next, Royal London and Hays.
Pensions – Outlook
2025 will be a busy year as the DB Funding Code comes into
full implementation for many schemes. It will also be a key time
to prepare for upcoming changes in both 2025 and 2026, with
connections to the Pensions Dashboard Programme from April 2025
onwards and schemes’ first Own Risk Assessments from March 2026.
As trustee boards and sponsors continue to look at different long-
term options for schemes, we remain well placed to offer both
strategic and operational governance support.
We are also contributing to the debate surrounding DC
consolidation and await further discussion around revisions to the
Value for Money framework.
This constantly changing financial and regulatory environment
continues to drive the increased professionalisation of pension
trusteeship and governance. We have an excellent reputation in
this market and will continue to invest in our business in order to
meet this evolving client need over time.
Corporate Services
This is a collection of businesses, with four diversified constituents:
Structured Finance Services, our whistleblowing division Safecall,
Service of Process and our Corporate Secretarial Services business
(‘CSS’).
In aggregate, revenue from these business was up 11.0% in 2024.
Safecall, Service of Process (‘SOP’) grew strongly, while our CSS and
Structured Finance revenues were broadly flat year on year.
Service of Process (‘SoP’)
SoP – Market dynamics
This is our business with the fewest recurring revenues, with the
greatest dependency on global macro-economic factors and
deal flow in capital markets. Following a challenging 2023, market
conditions in Capital Markets improved throughout 2024 and we
participated well in this recovery.
SoP – Highlights
Investments in training of our staff and our referral partner
networks paid dividends in 2024 against the backdrop of
improved market conditions.
We have been much more proactive with our business
development efforts and these continue to bear fruit. Particularly
pleasing was to complete the purchase of Linklaters book
of business in December, as Linklaters sought to focus their
business activities around their core high value products
and services, and so decided to sell their non-core Service of
Process business.
Service of Process has been a core competency of our firm
for many decades and, as law firms evolve their commercial
approach, we see an increasing number exploring opportunities
to outsource non-core activities wherever they can reasonably
do so. We are well placed to take advantage of this.
Given the high transaction volumes, we continue to invest in our
systems and have much improved data insight.
Earnings in SoP will always be volatile, as demonstrated by
the last two years. Forward revenue visibility is very limited,
but we remain confident that this business will remain a
material contributor to our profits over financial market and
economic cycles.
Corporate Secretarial Services (‘CSS’)
CSS – Market dynamics
Law makers and regulators worldwide continue to raise the bar for
Corporate Governance standards and statutory and regulatory
obligations continue their relentless rise.
We operate in three main areas:
Managed Services: Global Entity Management services (‘GEMS’)
provide a single outsourced point of contact to multinational
17
corporations to ensure that their legal entities are kept in good
standing. Client appointments vary in scale and coverage, ranging
from a single legal entity in one country at its simplest to over 300
subsidiaries in 50 countries at its most complex. We are generally
paid a fixed annual fee to deliver annual compliance and
corporate records maintenance. We may also earn incremental
revenues from additional projects such as incorporations and
dissolutions, the co-ordination of global corporate change
projects and performing entity validation work. Excellent workflow
management and use of technology is critical to compete
effectively in this space and we continue to invest heavily here. Our
team is based in our Manchester office.
Corporate Governance Services: This covers all aspects of Board
and Committee support, from full outsourced company secretarial
support to attending and minuting meetings. We also provide
practical company secretarial support to companies preparing for
an IPO transaction, including support post listing. Our clients range
from major Main Market and AIM listed companies, including
investment trusts, to UK operating subsidiaries of top global
brands. Our fees may be fixed annual fees for specifically scoped
mandates but can also be time- or project-based. Demand
here is often for highly skilled professionals with prior experience
in a particular industry and/or governance framework who can
seamlessly transition work from being completed in-house. This
team in based in London.
Interim Resourcing: Here we provide immediate access to
qualified governance professionals, whether on-site or remotely,
full time or part time, as required by the client. Typically, we are
paid on a time-spent basis, but also complete certain work on a
fixed fee. This team is based in London.
CSS – Highlights
Throughout 2024 we continued to take significant steps to prepare
CSS for longer-term growth:
• We have increased our headcount in this business by over 50%
since the 2021 acquisition of the Konexo business from Eversheds
Sutherlands LLP, the majority of whom have either been partly-
qualified or fully-qualified Company Secretaries. In turn, we have
established clear KPIs and career progression frameworks for
this growing team.
• We established a new leadership team during the year. Ben
Turner leads the overall team and has over 16 years experience
in Financial Services building teams and scaling businesses.
Jordan Owen leads our CSS team in Manchester and Patrick
Davis leads our CSS team in London.
• We have invested, and continue to invest, in our technology
platform and reimagining our operational work flows that will be
critical to our long term success.
• We have invested more in our business development efforts and
our new business pipelines continue to improve. During the final
third of the year, we visited many of our larger multi-national
clients based in the United States. Feedback was warm and
opportunities to grow from here are numerous.
We remain confident that the significant investments that we
have made in new people, skills, technologies and operational
workflows will underpin sustainable and controlled growth that is
consistent with the other businesses in the IPS portfolio.
Structured Finance Services
Structured Finance Services – Market dynamics
We operate in three main product areas:
Management of Special Purpose Vehicles (‘SPVs’) and other
similar corporate structures: We provide directors, accounting
and day-to-day corporate administrative services to entities
set up to help financial institutions, including challenger banks
and boutique asset managers (Private Equity and Hedge
Funds), diversify their funding using securitisation techniques.
The SPVs are established to raise funds in the bond / loan
markets which are then used to acquire distinct pools of assets
(including mortgages, receivables, credit card debt, aircraft,
whole businesses etc.) against which the funds are secured.
The funding is generally non-recourse, meaning that the funds
raised only have recourse to the pool of assets on which they are
secured and to no other party.
Accounting services: We provide management and statutory
accounting services to corporate entities who wish to outsource
this area or where they do not have local accounting knowledge.
We do not provide audit services to clients.
Facility and Paying Agency services: We manage and provide
outsourced administration for corporate loans and facilities
by acting as a conduit between multiple lenders and a single
borrower. Our paying agency services relate primarily to
managing payments for law firms involved in M&A transactions.
Unlike facility agent work, which provides recurring fees, the
paying agent services are one-off transaction fees.
We are a small player in the sector, which is dominated by
Private Equity-backed competitors with mixed reputations for
service delivery. Mark Filer and his team continue to receive
consistently good feedback for the quality of our work from
our clients.
Structured Finance Services – Highlights
Despite European capital markets new issuance levels generally
improving in 2024, the securitisation markets remained subdued
and new issuance was broadly flat year on year. (Source: AFME)
However, we were delighted to receive repeat appointments
from a number of leading names operating in the sector
including One William Street and Avenue Capital.
Our facility and paying agent business also grew during the
year. These will be reported as part of the Corporate Trust
business line going forward.
STRATEGIC REPORT
Chief Executive Officer’s Review continued
S T R A T E G I C R E P O R T
Chief Executive Officer’s Review continued
Private Credit continues to expand as an asset class and
presents opportunities for us to provide outsourced solutions to
non-bank lenders.
We have more to do to raise our profile with a larger number of
clients and referral partners in order to achieve our desired level
of growth in this substantial market.
Whistleblowing: Safecall
Safecall – Market dynamics
Since the rapid expansion of the #metoo movement in late 2017,
law makers and corporates throughout the developed world
have embraced whistleblowing frameworks and looked to
establish best practices. Investors too are demanding of robust,
independent whistleblowing structures being in place prior to
allocating their capital.
The largest market remains the US, where our footprint is smallest.
Hence we have plenty of scope to increase our market share.
All enquiries are dealt with by our highly trained staff that
continues to consist largely of former police officers. The quality
of the work that we do for our clients receives high praise. To the
best of our knowledge, our competitors generally run business
models based off low-cost call centres. We have every intention
of remaining a premium provider of high-quality product.
Safecall – Highlights
Joanna Lewis, who heads the business, has built excellent
momentum since joining us three years ago.
Revenues were a record, up 25.0% year on year, as were revenues
from new clients. Among the 119 new clients we took on in 2024
were Royal Mail, Neom (Gratiya) and Specsavers.
We again provided a record number of reports to our clients
in 2024 up 11% on 2023. Digital channels (as opposed to voice)
continue to account for over 70% of issues raised.
Client functionality via our portal improved in 2024 and will do so
again in 2025. Client feedback on our upgraded digital offerings
is encouraging. Our confidence continues to grow in our ability to
effectively compete for larger mandates.
We expanded our sales and account management teams
during the year and increased investment in our training and
investigations offerings. Given our increasing client footprint , we
will added further capacity and expertise to the operations team
managed by Tim Smith.
We are increasingly ambitious in this fast-growing sector.
Central Functions
The larger and more consistent the earnings growth within
IPS, the more optionality it creates for the managers of the
Investment Portfolio to deliver on our objective of long-term
capital gains and steadily increasing income. As we have noted
in past annual reports, we are making a significant investment in
modernising our central support functions to support this growth.
We continue to plan for growth of mid to high single digits,
and expect this to be largely organic. We remain open to
opportunities presented by acquisitions where we believe this
could add value to our clients and shareholders.
In last year’s annual report, we referenced the work done in
late 2023 to refresh our IPS strategic plan. In support of those
commercial growth plans, we have embarked on an ambitious
programme to transform and future-proof our operating
model. The investment in our culture and in centralising and
modernising our support services signposted here over the last
few years has put us in a strong position from which to deliver
this operational transformation.
In early 2024, we completed the first phase of the transformation
programme by implementing our Professional Services
Automation (‘PSA’) platform and aligning all of our businesses
around the vision of a single operating model. Over the
summer, we restructured the IPS leadership team to support
the upcoming transformation. As well as welcoming a new
CFO and Head of Legal Risk and Compliance , we expanded
our Executive Leadership team (‘ELT’) to include our new Chief
Technology Officer (‘CTO’) Spencer Knightsbridge, thereby
increasing strategic and decision-making capacity. We then
expanded the team who directly support and influence the ELT in
delivering strategic priorities via a broader senior team and new
governance structure centred around expertise, experience and
accountability.
In this context, we incurred £1.0m in cost of a non-recurring
nature which, as referred to above, has affected our statutory
accounting profit.
Our PSA platform marks a significant change in the way we
capture and use data in our IPS businesses. While major system
implementations are never easy, colleagues across the business
have stepped up to the challenge, embracing new ways of
working and demonstrating their commitment to our corporate
values of ‘make change happen’ and ‘never stop learning’. We
end the year in a substantially stronger operational position than
we started it. We have more to do, but the future looks bright as
we increasingly turn our attention to analysing and leveraging
Client Testimonial: The Guardian
“Safecall has been providing our whistleblowing service since
2011, providing 24/7, 365-day support to our colleagues across
the business. In more recent years, Safecall has provided
refresher investigative training to our People team. They
have also carried out numerous independent investigations
on our behalf, and we have been impressed with their
professionalism, experience, judgement, and relationship
management. We are pleased with the services
they provide.“
Suzy Black
Group HR Director at Guardian News and Med
lawdebenture.com
18
19
the data we have collected, to drive better, more informed
decision-making.
We continue to invest in our technology, people and processes.
Making up for under investment, coupled with delivering cultural
change takes time. We believe it is worth it and are confident that
we are building a business which will serve shareholders well.
Information Technology
Our IT strategy continues to be centred around being flexible users
of third-party software applications, with a focus on making our
businesses easy to find, easy to engage with and easy to use.
Under the leadership of our new CTO, Spencer Knightsbridge,
who joined in September 2024 reporting to me, we have made
significant progress across several key initiatives.
The Digital Workplace Programme reached a major milestone
with its completion across all our global offices, including New
York, Delaware, and Hong Kong. This standardisation means
all our offices now operate on the same modern technology
platform, significantly reducing operational complexity. The
successful relocation of our New York office demonstrated
our ability to execute complex technology transitions while
maintaining business continuity.
Safecall continues to evolve its client portal with new
functionality, advancing its strategic development goals, and
achieved ISO 27001 accreditation, a significant milestone in our
security journey.
As noted in our principal risks, the cyber threat landscape is
rapidly changing, with attacks growing ever more sophisticated
and frequent. Industry data suggests that ‘bad actors’ are
becoming increasingly well-financed and sophisticated in their
approach. To maintain our robust security posture and protect
our business and clients, we recognise the need for continued
investment in our cyber defences.
Our operational capabilities have been transformed through
the implementation of our Professional Services Automation
platform, Kantata, alongside our financial management system,
Sage. These platforms have delivered significant operational
efficiencies through improved workflow management, enhanced
reporting capabilities, and better resource allocation across our
business units, supporting our continued growth.
Recognising the requirements of the FRC’s enhanced UK
Corporate Governance Code, we continue to strengthen our IT
General Controls framework to ensure we maintain appropriate
controls across our technology estate. This work, combined
with our broader technology initiatives, continues to enhance
our operational effectiveness while maintaining robust
control environments.
Prospects
Law Debenture is well diversified and resilient by design. The
combination of IPS with the Portfolio is a well-proven model and I
remain cautiously optimistic about the Group’s progress in 2025
and beyond, despite an external environment which is expected
to remain uncertain. I am confident that IPS is well positioned
for medium-term growth, in line with our mid to high single
percentage target. We continue to look for opportunities to grow
IPS through organic investment in some of our fastest growing
businesses. We continue to invest in operational fitness, talent and
technology to ensure we gain market share and maintain longer-
term growth.
There has not yet been a significant re-rating of the UK market
and our Portfolio is on an average historical price earnings ratio of
only around 11.2 times. Our hopes that a decisive UK election result
would remove uncertainty and benefit the UK stock market have
not materialised. However, despite headwinds from the downbeat
reaction to the new UK government’s first budget, we continue
to believe that good, well-managed UK companies should
continue to thrive. Therefore there is still significant potential for
a meaningful revaluation of the UK market with clear follow-on
benefits to our capital growth.
On behalf of the Board, I want to thank my colleagues for their
admirable dedication to developing Law Debenture’s client
service. I am also very grateful for the continued support
of shareholders.
We are cognisant that 2025 will likely present its own set of
geopolitical and economic challenges but, given the modest
current valuation of the UK equity market, we are optimistic
about the investment opportunities we can see. We believe
our investment managers have constructed a well-diversified
Portfolio of strong and well-managed businesses on relatively
low valuation multiples, capable of delivering attractive capital
returns, and further increases in dividends, over the medium term.
Denis Jackson
Chief Executive Officer
11 March 2025
STRATEGIC REPORT
Chief Executive Officer’s Review continued
IPS 5 Year Performance at a Glance
Department
2019
£000
2020
£000
2021
£000
2022
£000
2023
£000
2024
£000
5yr Revenue
Variance
£000
5yr Revenue
Variance
%
Pensions
10,598
11,479
13,060
14,343
17,396
16,694
6,096
57.5%
Corporate trust
9,024
10,789
9,771
10,620
12,473
14,052
5,028
55.7%
Corporate services
12,167
12,226
18,7551
20,206
20,640
22,915
10,748
88.3%
IPS net revenue
31,789
34,494
41,586
45,169
50,509
53,6612
21,872
68.8%
% Net Revenue growth
7.5%
8.5%
20.1%
8.6%
11.8%
6.2%
Underlying PBIT3
11,256
12,198
13,340
14,359
15,072
16,037
4,781
42.5%
% Underlying PBIT growth
9.9%
8.4%
9.4%
7.6%
5.0%
6.4%
5 YEAR IPS NET REVENUE
Pensions
Corporate services
£000
2024
0
10,000
20,000
30,000
40,000
50,000
60,000
2023
2020
2021
2022
Corporate trust
Source: Law Debenture as at 31 December 2024.
5 YEAR UNDERLYING PROFIT BEFORE INTEREST AND TAX4
Underlying PBIT4
2021
2022
2023
2024
2020
10,000
12,000
14,000
16,000
18,000
£000
Source: Law Debenture as at 31 December 2024.
IPS net revenue and underlying PBIT – 5 year performance
IPS Valuation
2019
£000
2020
£000
2021
£000
2022
£000
2023
£000
2024
£000
5yr growth
%
Underlying EBITDA4
11,515
13,335
15,369
16,588
17,625
18,594
61.5%
Multiple*
9.2
9.4
10.8
10.5
10.5
10.5
13.7%
IPS fair value (excluding surplus net assets)
105,938
125,349
165,985
174,174
185,063
194,505
83.6%
NAV adjustment: total value less net assets already included
91,860
112,407
135,885
148,376
160,836
187,395
104.0%
IPS UNDERLYING EBITDA4 AND APPLIED MULTIPLE
Underlying EBITDA4
Multiple*
2
4
6
8
10
0
5,000
10,000
15,000
20,000
Multiple x
£000
2024
2019
2020
2021
2023
2022
Source: Law Debenture as at 31 December 2024.
TOTAL IPS FAIR VALUE (excluding surplus net assets)
2024
2019
2020
2021
2022
2023
£000
0
50,000
100,000
150,000
200,000
250,000
Source: Law Debenture as at 31 December 2024.
1 Includes revenue from the acquisition of the Company Secretarial Services business from Eversheds Sutherland (International) LLP.
2 This figure is included in the income statement by subtracting cost of sales of £8.0m from gross revenue of £61.7m.
3 Assessment of profitability has moved from PBT to PBIT as a better and fairer assessment of performance given interest income can fluctuate with changes in internal
allocations of cash within the Group. Refer APMs on page 161 for reconciliation from statutory profit.
* 2024 is an implied multiple. Refer to page 39 for further details on the change in IPS valuation methodology for 2024.
S T R A T E G I C R E P O R T
4 Refer to alternative performance measures on page 162 for reconciliation from statutory EBITDA to underlying EBITDA.
lawdebenture.com
20
STRATEGIC REPORT
Investment Managers’ Review
Investment Strategy
The investment approach adopted has not changed for many
years, but it has hopefully been improved with lessons learnt.
There is a relatively long list of stocks which allows for a blend of
large, medium and small companies. There are overseas holdings
where a similar company cannot be found in the UK market or
the overseas company is cheaper. Over 80% of the portfolio is in
UK quoted companies at present, as this is where we are finding
superior value despite concerns about the UK economy. The
belief behind portfolio construction is that genuine diversity in the
holdings is how capital is preserved in the long term. We employ
different approaches to how we look at potential investments.
Around 50% of the portfolio is in FTSE 100 companies. These are we
believe sound long term investments and they are often well-
known companies that feature in other portfolios with similar
objectives. However it is what you do differently to others that
makes you perform differently. The structure of a cash generative
operating company and an investment portfolio gives the
opportunity to have a wider range of investments and still produce
an attractive level of earnings. Therefore, unusually for an income
growth trust there are investments that do not pay a dividend.
Early-stage small companies and operationally challenged large
companies feature. The small companies that succeed will give
substantial returns, while large companies that have a recovery
plan that they implement with determination will in time return
to paying dividends at a considerably higher share price. The
different strategies employed to look at companies results in real
diversification of underlying operating activities. It does mean
there are usually around 150 holdings and we do not go over 175.
The absolute stock specific risk is relatively low compared to the
index and the exposure to smaller companies has contributed, in
the long term, to the better performance of your Company.
Economic and market backdrop
The UK economy is suffering from a lack of productivity growth.
The result of this is for the economy to register very little expansion
and this in turn means the desire of the electorate for increased
government expenditure in the major areas of health, education
and defence cannot easily be met. The decline in gilt prices in the
final quarter of the year likely reflects the concern over the level
of supply that will be forthcoming in future years, rather than any
immediate worries over surging inflation. However, the flat lining of
the economy masks from top-down observers the reality that there
are sound companies in the UK that are growing their profits and
generating cash. This, when combined with over half the profits
of UK quoted companies coming from overseas activities, means
21
Investment Managers’ Review continued
S T R A T E G I C R E P O R T
specifically a recovery in flying hours following Covid, as well as
difficulties in supply chains for new build aircraft, meaning that
older planes are tending to be flown for longer. This is of benefit to
Rolls-Royce, where the majority of their earnings are generated
from flying hours for existing engines, not from supplying new
engines. As well as helpful end markets, there has been ‘self help’
with a renewed cost discipline and commercial focus. Following
good performance the position was materially reduced during
2024, as the turnaround story is more widely appreciated and the
valuation has moved higher.
In the case of Marks & Spencer, the food business had been
successful for some time but the clothing business had been a
drag, losing market share for a number of years. In recent years
this has been changed, with a focus on more competitive pricing
as well as a refreshed clothing offering. As a result sales and
earnings forecasts have moved higher, as has the valuation on the
shares. Therefore for the same reason as Rolls-Royce, the Trust’s
holding in the company has been reduced.
Also among the best contributors to performance during the year
were bank holdings Barclays and NatWest (HSBC and Standard
Chartered also performed well). In more ‘normal’ interest rate
environments (by which we mean not the near zero interest rate
environment that we saw in the decade following the financial
crisis), banks can generate good returns on both sides of their
balance sheet. In other words they can generate a return from
their assets (their lending book such as mortgages, credit cards
and commercial loans) as well as their liabilities (deposits from
consumers and businesses). This has meant that since interest
rates began rising in the period following Covid, bank returns have
improved dramatically, resulting in substantial earnings upgrades.
Despite higher interest rates, loan losses have (for now) remain
subdued. In the period following the financial crisis, banks went
through a slow process of repairing their balance sheets and,
as a result, were cautious in their lending practises. While this
cautiousness was not necessarily positive for the wider economy, it
is evident in their low level of bad debts in recent years.
Flutter Entertainment, the owner of brands such as Paddy Power
and FanDuel, have used their expertise built up in European and
other global markets, to become one of the leading operators
in the fast growing US gambling market. If they continue to be
successful, as the US market matures, the potential earnings
opportunity is substantial.
there remain plenty of good investment opportunities for those
that pay close attention to companies and valuations, rather than
being continually gloomy about the prospects of the UK.
One Year Performance Review and Attribution
2024 was a good year for the Trust, achieving a positive absolute
return and outperforming the FTSE All-Share benchmark. We go
into the stock specific drivers of performance below, but it is worth
noting that three of the five best performers (Rolls-Royce, Flutter
and Marks & Spencer) would have been challenging to hold in
size in a traditional income-seeking fund. This is because Flutter
currently pays no dividend, and while Marks & Spencer and Rolls-
Royce have recently returned to paying dividends, they have done
so in a relatively modest way, with dividend yields significantly
below that of the wider UK equity market. It is therefore the income
contribution from the professional services business that have
allowed these positions to be held at substantial weightings,
demonstrating the advantages of the unusual combined structure
of the Trust.
The top five contributors to performance during the year (in
absolute terms) were:
For the second year in a row, Rolls-Royce and Marks & Spencer
were among the top five contributors to performance. In both
cases the businesses have long had potential, and under
refreshed management teams they are achieving successful
turnarounds.
In the case of Rolls-Royce, one of the market leaders globally
in jet engines, they have been helped by end market tailwinds,
Alternative Performance Measures
1 year
%
3 years
%
5 years
%
10 years
%
NAV total return (with IPS at fair value and debt at par)1
13.2
14.4
43.5
118.7
NAV total return (with debt and IPS at fair value)1
13.6
24.6
56.0
133.1
FTSE Actuaries All-Share Index total return2
9.5
18.5
26.5
81.9
1 NAV is calculated in accordance with AIC methodology, based on performance data held by Law Debenture including fair value of IPS business. NAV total return
with debt at par excludes the fair value of long-term borrowings, whereas NAV total return with debt at fair value includes the fair value adjustment (see page
159).
2 Source: Refinitiv Datastream, all references to ‘FTSE All-Share’ and ‘benchmark’ in this review refer to the FTSE Actuaries All-Share Index total return.
Top five gains over one year
Stock
£ Appreciation
% Appreciation
Rolls-Royce
£24.3m
65.3
Barclays
£13.7m
72.3
Flutter Entertainment
£12.6m
58.3
Natwest
£10.3m
72.5
Marks & Spencer
£7.7m
35.1
Source: Law Debenture.
Note: % appreciation figures are share price only, not total return.
lawdebenture.com
22
STRATEGIC REPORT
Investment Managers’ Review continued
Top five losses over one year
Stock
Depreciation
% Depreciation
AFC Energy
(£4.9m)
(57.6)
Rio Tinto
(£4.2m)
(19.2)
Vanquis Banking Group
(£4.2m)
(68.2)
BP
(£4.2m)
(15.7)
Next Fifteen Communications
(£3.2m)
(55.1)
Source: Law Debenture.
Note: % depreciation figures are share price only, not total return.
The bottom five contributors to performance during the year (in
absolute terms) were:
In a subdued period for commodity prices, two of the bottom five
performers were commodity producers (Rio Tinto and BP). Both are
held partly for diversification purposes within the broader portfolio,
as elsewhere we hold sizable positions in commodity consumers
such as industrial goods manufacturers.
The largest individual detractor, AFC Energy, is a designer and
manufacturer of hydrogen fuel cells in applications such as
construction sites (with the aim being to replace traditional fuel
sources such as diesel generators). Commercial roll-out of the
technology has been slower than expected, however we continue
to see their technology as having a role in the route to net zero.
Also among the detractors were consumer lender Vanquis and
media agency Next Fifteen Communications. Both had unexpected
external factors that materially impacted their earnings and share
prices. Vanquis received a high volume of complaints which,
although largely not upheld by the financial ombudsman, still
carried a substantial cost of dealing with them. Next Fifteen had
a large customer contract unexpectedly come to an end. In each
case, while clearly disappointing developments, they demonstrate
the importance of having a long, diverse list of holdings.
Longer term performance review
The understandable tendency in annual reports is to focus on the
year that has just passed. However, our time horizon in making
investments for this portfolio is considerably longer than a year,
so it is sometimes helpful to take a step back and examine longer
term performance.
On a five year time frame, the Group NAV has grown by 56%,
compared to the FTSE All-Share benchmark of 27%. If we look at the
stocks that are the largest contributors to this performance (the
largest absolute contributors are shown below), the advantages of
the combined Trust structure are clear. For example, Ceres Power,
Rolls-Royce, Flutter Entertainment and Marks & Spencer are all low
or zero dividend yield shares – all would have been challenging
to hold in size in a portfolio that was aiming to meet or beat the
FTSE All-Share dividend yield. All have delivered substantial capital
growth that have allowed us, as positions are reduced, to recycle
some of the sales proceeds elsewhere in order to drive future
capital and dividend growth for the Trust.
The top five absolute contributors over the last five years were:
Portfolio income
The income from the investment portfolio grew at a modest pace
during the year, rising from £33.5m in 2023 to £34.7m this year.
Dividend growth for the market as a whole was held back by an
increasing tendency among UK companies to undertake share
buybacks rather than pay special dividends. The increase in
buybacks is, in our view, a reflection of growing frustration among
UK Boards at their (perceived) undervaluation relative to peers.
The modest level of dividend growth for the portfolio is partially
deliberate, in that we are not actively seeking high dividend payers.
Some of the best opportunities have been in shares that are not
currently paying dividends, but we believe will in future. Examples
of this are Rolls Royce and Marks & Spencer. The structure of
Law Debenture, with its own stream of cash earnings from the
professional services business, allows us to invest at the early stage
of the recovery when dividends are not paid, without jeopardising the
distribution payments to our shareholders. This means the capital
can be more effectively grown and this in turn will lead to long term
sustainable dividend growth. It is strong capital growth that is the
only way to provide long term substantial dividend growth.
Portfolio activity
During the year our purchases and sales for the investment
portfolio broadly matched. Combined with the rise in the Trust’s
net asset value, this meant that gearing fell modestly over the
course of the year, ending at 10.9% (compared to 12.7% at the
previous year end).
The investment approach is to buy and sell slowly. With purchases,
we are looking to identify companies that are trading at what we
view as an unjustified valuation discount (whether compared
to relevant peer companies, or relative to the company’s own
history). If our investment thesis proves correct and a company
moves higher in terms of its valuation, we will then look to slowly
reduce the holding. This patient approach means the portfolio has
a long list of stocks, because position sizes tend to start small and
are then sold in increments. At the year end there were 151 holdings
in the portfolio.
Top five contributors over five years
Stock
Contribution to
return (%)
Share price to
tal return (%)
Ceres Power
4.3
(34.7)*
Rolls-Royce
3.9
142.5
Flutter Entertainment
2.8
128.4
Marks & Spencer
2.3
78.2
Rio Tinto
2.0
60.5
Source: Janus Henderson Investors, Bloomberg as at 31 December 2024.
* Ceres Power had a negative share price over the five year period, but rose
sharply during 2020 and we took substantial profits during 2020 and 2021,
hence it has been the best overall contributor.
23
Investment Managers’ Review continued
S T R A T E G I C R E P O R T
Before turning to individual purchases and sales, it is worth touching
on a commonality to a number of the purchases. UK equities, as
shown in the chart below, have materially underperformed overseas
equities (and particularly the United States) in recent years.
As a result of this underperformance, UK equities remain at a
significant valuation discount to overseas peers and, as the chart
below shows this valuation discount remains even if we adjust
for the different sectoral composition of the UK index (its lower
weighting in technology shares, for example). For this reason the
majority of the largest purchases this year were in the UK, and the
UK weighting in the portfolio remains at a historically high level of
88% at the year end.
Turning to specific stocks, the largest five purchases during the year
were new holdings in food retailer Sainsbury, fund manager group
Schroders, autos component supplier Dowlais, copper producer
Freeport-McMoRan and budget hotel operator Whitbread. There
is no end market commonality to these companies. What ties the
companies together is that all are well managed, with scope to
grow earnings over time. In our view the current valuations fail to
reflect the long run prospects for the companies.
Disciplined selling is a fundamental part of the Trust’s investment
process, and where valuations and/or earnings forecasts have
moved higher as the prospects for a company have become
better understood, we will gradually move on and rotate the
proceeds elsewhere. This year the positions in Rolls-Royce (sales
proceeds of £38m) and Marks and Spencer (sales proceeds of
£14m) were reduced for this reason. There were also a number
of sales driven not by valuation but by corporate activity, with
heightened takeover offers for UK companies. This included
the position in DS Smith (which was sold following the agreed
takeover by US-listed International Paper), Hipgnosis Songs Fund
(which was sold following the agreed takeover by Blackstone) and
International Distribution Services (better known as Royal Mail,
which was sold following the agreed takeover by private equity).
Outlook
Since the period end interest rates in the UK have been cut a
further 0.50% to 4.50%. We expect further cuts during the course
of the year as inflationary pressures in the labour market ease.
Survey data is pointing towards an increase in unemployment
which is likely to put downward pressure on wage demands.
The fall in the base rate highlights the attractive valuation of UK
equities. The underlying yield on the Trust’s quoted portfolio of
dividend paying equities is likely to be in excess of the interest
rate during 2025. The dividends from the underlying holdings are
supported by good earnings cover and sound balance sheets,
suggesting that predicted dividend growth in the portfolio will
prove robust. The confidence we have on the dividend outlook
makes us positive about potential capital returns. Therefore we
intend to be a net purchaser of equities over coming months,
modestly increasing the gearing.
Your Company is an investment trust and utilises the strength
of the structure by combining the professional services with the
conventional share portfolio. The combination of the two parts adds
value to both. The Trust also uses the investment trust structure to
utilise gearing and the ability to buy less liquid securities where the
best value can often be found. These attributes are advantages
other investment products often lack.
The investment approach will remain the same as in the past.
We will reduce holdings in companies that we believe are
approaching fair value and invest in companies which we believe
will come through with profitable growth which is not currently
recognised in the valuation.
James Henderson and Laura Foll
Investment managers
11 March 2025
PERFORMANCE OF UK EQUITIES VS PEERS
50
70
90
110
130
150
170
190
210
230
Dec-19
Jun-20
Dec-20
Jun-21
Dec-21
Jun-22
Dec-22
Jun-23
Dec-23
Jun-24
Dec-24
Global equities
UK equities
US equities
Source: Datastream as at 31 December 2024, total return, £, rebased to 100
(at 31 December 2019). Indices used: UK equities – FTSE All-Share, Global
equities – MSCI World, US equities – S&P 500.
UK FORWARD PRICE EARNINGS V REST OF WORLD
0
2
4
6
8
10
12
14
16
18
20
UK (unadjusted)
UK (sector adjusted)
Rest of World
Source: Panmure Liberum as at 31 December 2024. 12 month forward price/
earnings.
lawdebenture.com
24
Portfolio by sector
2024
Portfolio by sector
2023
Geographical distribution
of Portfolio by value
2024
Geographical distribution
of Portfolio by value
2023
Basic materials 5.0%
Oil and gas 8.8%
Consumer goods 8.4%
Health care 5.7%
Consumer services 13.9%
Utilities 3.5%
Financials 26.7%
Telecommunications 2.2%
Industrials 23.0%
Technology 1.8%
STRATEGIC INFORMATION
Portfolio by Sector and Value
Europe 5.5%
North America 5.6%
United Kingdom 87.6%
Japan 1.3%
Basic materials 6.0%
Oil and gas 10.3%
Consumer goods 7.8%
Health care 6.0%
Consumer services 10.4%
Utilities 3.1%
Financials 27.4%
Telecommunications 1.9%
Industrials 25.6%
Technology 1.5%
Europe 7.4%
North America 3.2%
United Kingdom 88.2%
Japan 1.2%
25
S T R A T E G I C R E P O R T
Fifteen Largest Holdings: Investment Rationale
as at 31 December 2024
Rank
2024
Company
Location
% of
Portfolio
Approx
Market Cap.
Valuation
2023
£000
Purchases
£000
(Sales)
£000
Appreciation/
(Depreciation)
£000
Valuation
2024
£000
1.
Flutter Entertainment
UK
3.77
£11.39bn
21,576
7,304
(2,082)
12,570
39,368
Flutter is a global gambling provider and owner of brands such as Paddy Power and Betfair. It is successfully rolling out in the US as states
gradually legalise gambling, providing a potential route to substantial earnings growth in the long term.
2.
HSBC
UK
3.26
£116.08bn
27,555
—
—
6,500
34,055
HSBC is a large global lender and financial services business. It provides geographic diversification to the portfolio while becoming more
focused on geographies where they are among the market leaders.
3.
Barclays
UK
2.98
£14.89bn
18,915
671
(2,161)
13,680
31,105
Barclays is one of the largest lenders in the UK as well as owning a global investment bank. It trades at a lower valuation than many of its
peers because of scepticism that the investment bank can generate good returns. On evidence of better execution, it could have potential
to re-rate from its low valuation.
4.
Shell
UK
2.96
£99.18bn
32,119
—
—
(1,169)
30,950
Shell is a vertically integrated oil & gas company with significant exposure to natural gas within its production mix. The business is highly
cash generative at current commodity prices, allowing attractive cash returns to shareholders as well as funding significant capital
expenditure.
5.
Rolls Royce
UK
2.28
£70.49bn
37,263
—
(37,704)
24,322
23,881
Rolls-Royce is a designer and manufacturer of engines for use across a number of end markets, most materially civil aerospace. They
have won significant market share on the next generation of wide-bodied planes, where flying hours are recovering post Covid. Under a
new CEO they are reducing costs and have laid out ambitious medium term goals for cash generation.
6.
BP
UK
2.14
£80.24bn
26,571
—
—
(4,173)
22,398
BP is a vertically integrated oil & gas company. Similar to Shell it is highly cash generative at current commodity prices, providing
optionality for the company to both fund significant capital expenditure and return cash to shareholders.
7.
GlaxoSmithKline
UK
2.12
£70.43bn
20,158
3,848
—
(1,932)
22,074
GSK is a global pharmaceutical company that is among the market leaders in areas such as vaccines and HIV. The shares trade at a
valuation discount to global pharmaceutical peers that in our view is unjustified.
8.
Standard Chartered
UK
1.79
£14.78bn
12,563
—
—
6,079
18,642
A global bank providing international banking and financial services, with a particular focus on emerging markets. The position provides
geographic diversification for the portfolio as well as being positively exposed to higher global interest rates.
9.
Tesco
UK
1.79
£15.72bn
14,673
—
—
3,936
18,609
Tesco is the largest food retailer in the UK. It has used its scale to its advantage, setting prices at competitive levels for the consumer while
generating good levels of free cash flow, much of which is returned to shareholders via dividends and share buybacks.
10.
Rio Tinto
UK
1.7
£46.73bn
21,908
—
—
(4,197)
17,711
Rio Tinto is a diversified miner with significant exposure to iron ore. As a results of its low position on the cost curve, it is able to remain cash
generative despite volatility in commodity prices and pays an attractive dividend yield.
lawdebenture.com
26
Rank
2024
Company
Location
% of
Portfolio
Approx
Market Cap.
Valuation
2023
£000
Purchases
£000
(Sales)
£000
Appreciation/
(Depreciation)
£000
Valuation
2024
£000
11.
National Grid
UK
1.54
£37.34bn
13,851
2,463
—
(263)
16,051
National Grid are a regulated utility company with operations in both the UK and the US. The need to reduce global carbon emissions is
likely to increase demands on electricity networks and this could lead to faster regulated asset growth in future driven by the need to
increase grid capacity. The position brings defensive qualities and continues to pay an attractive dividend yield.
12.
Marks & Spencer
UK
1.44
£3.82bn
21,792
—
(14,423)
7,651
15,020
M&S is a food and clothing retailer. After a long period of underperformance it has been reinvigorated under a new Chairman and
management team. It is regaining market share in both clothing and food at good margins, meaning substantial earnings upgrades have
been achieved in recent years.
13.
Sainsbury
UK
1.4
£6.41bn
—
13,960
—
678
14,638
Sainsbury’s are one of the largest food retailers in the UK. Under the current management team they have improved their price
competitiveness, enabling them to gain market share and grow earnings. They generate substantial levels of cash, which is enabling them
to invest in the business as well as return money to shareholders.
14.
Herald Investment Trust
UK
1.4
£0.54bn
11,484
—
—
3,066
14,550
Herald is a global technology focussed Investment Trust managed by Katie Potts (who launched the Trust in 1994). Its technology focus
brings worthwhile diversity to the portfolio and it has been an excellent performer over time.
15.
Senior
UK
1.38
£0.79bn
15,118
807
—
(1,510)
14,415
Senior produces specialist components for use across aerospace and industrial end markets. The civil aerospace market was significantly
impacted by Covid and is still in a period of recovery. This means there is scope for further earnings growth at Senior, while the business
remains well managed.
STRATEGIC REPORT
Fifteen Largest Holdings: Investment Rationale continued
as at 31 December 2024
27
Classification of Investments
based on market values as at 31 December 2024
The above table excludes bank balances and short-term deposits.
UK
%
North
America
%
Europe
%
Rest of
the world
%
Total
2024
%
Total
2024
£000
Total
2023
%
Total
2023
£000
Oil & Gas
Alternative Energy
1.01
—
—
—
1.01
10,594
1.10
10,651
Oil & gas producers
5.44
1.25
—
—
6.69
69,906
7.93
76,646
Oil equipment services & distribution
1.08
—
—
—
1.08
11,264
1.07
10,396
7.53
1.25
—
—
8.78
91,764
10.1
97,693
Basic Materials
Chemicals
0.98
—
0.2
—
1.18
12,307
1.22
11,759
Forestry & paper
—
—
—
—
—
—
0.84
8,067
Mining
3.21
0.58
—
—
3.79
39,503
3.82
36,913
4.19
0.58
0.2
—
4.97
51,810
5.88
56,739
Industrials
Aerospace & defence
5.63
—
0.21
—
5.84
60,988
8.13
78,454
Construction & materials
5.99
—
—
—
5.99
62,309
5.08
48,970
Electronic & electrical equipment
2.02
—
0.31
—
2.33
24,347
2.64
25,509
General industrials
—
—
—
—
—
—
1.18
11,365
Industrial engineering
3.3
1.26
—
—
4.56
47,508
4.05
39,016
Industrial transportation
0.09
—
0.23
—
0.32
3,331
0.83
8,016
Support services
3.25
—
0.18
—
3.43
35,622
3.35
32,261
Waste & environmental services & equipment
0.19
—
—
—
0.19
1,996
—
—
20.47
1.26
0.93
—
22.66
236,101
25.26
243,591
Consumer Goods
Automobiles & parts
0.88
0.78
—
1.27
2.93
30,421
2.15
20,621
Beverages
—
—
0.14
—
0.14
1,422
0.08
802
Food & drug retailers
1.79
—
—
—
1.79
18,609
1.52
14,673
Food producers
1.11
—
0.25
—
1.36
14,203
1.39
13,418
Household goods & home construction
2.02
—
—
—
2.02
20,990
2.14
20,696
Leisure goods
—
—
0.14
—
0.14
1,486
0.23
2,173
Personal goods
—
—
—
—
—
—
0.20
1,886
5.8
0.78
0.53
1.27
8.38
87,131
7.71
74,269
Health Care
Health care equipment & services
1.1
—
—
—
1.1
11,444
0.59
5,710
Pharmaceuticals & biotechnology
2.84
1.03
0.68
—
4.55
47,351
5.33
51,442
3.94
1.03
0.68
—
5.65
58,795
5.92
57,152
Consumer Services
General retailers
4.48
—
—
—
4.48
46,747
4.35
42,164
Media
2.55
—
—
—
2.55
26,633
1.96
18,890
Travel & leisure
4.93
0.74
1.17
—
6.84
71,226
3.92
37,943
11.96
0.74
1.17
—
13.87
144,606
10.23
98,997
Telecommunications
Fixed line telecommunications
1.35
—
—
—
1.35
14,045
0.93
8,943
Mobile telecommunications
0.72
—
0.16
—
0.88
9,174
0.95
9,202
2.07
—
0.16
—
2.23
23,219
1.88
18,145
Utilities
Electricity
0.49
—
—
—
0.49
5,119
0.61
5,839
Gas, water & multiutilities
3.01
—
—
—
3.01
31,370
2.46
23,769
3.5
—
—
—
3.5
36,489
3.07
29,608
Financials
Banks
9.81
—
0.41
—
10.22
106,620
9.44
91,179
Equity investment instruments
3.19
—
—
—
3.19
33,187
2.81
27,195
Financial services
3.46
—
0.21
—
3.67
38,169
4.98
48,199
Life insurance/assurance
3.31
—
—
—
3.31
34,472
3.36
32,378
Nonlife insurance
2.21
—
0.26
—
2.47
25,628
2.24
21,544
Real estate investment trusts
3.38
—
0.29
—
3.67
38,269
4.28
41,246
Real estate investments & services
0.17
—
—
—
0.17
1,722
—
—
25.53
—
1.17
—
26.7
278,067
27.11
261,741
Technology
Advanced medical equipment & technology
0.76
—
—
—
0.76
7,943
0.53
5,082
Software & computer services
—
—
0.51
—
0.51
5,336
0.46
4,409
Technology hardware & equipment
0.34
—
0.17
—
0.51
5,333
0.47
4,604
1.10
—
0.68
—
1.78
18,612
1.46
14,095
Other
Other
—
—
—
—
—
—
0.09
784
Sustainable energy
1.48
—
—
—
1.48
15,445
1.29
12,412
1.48
—
—
—
1.48
15,445
1.38
13,196
TOTAL 2024
87.57
5.64
5.52
1.27
100.00
1,042,039
TOTAL 2023
88.16
3.24
7.37
1.23
—
—
100.00
965,226
S T R A T E G I C R E P O R T
lawdebenture.com
28
STRATEGIC REPORT
Harry Evans
‘City life’ – LawDeb Lens 2020
29
Portfolio Valuation
based on market values as at 31 December 2024
S T R A T E G I C R E P O R T
Holding name
Country
Sector
Industry
£000
%
Flutter Entertainment
UK
Consumer Services
Travel & leisure
39,368
3.77
HSBC
UK
Financials
Banks
34,055
3.26
Barclays
UK
Financials
Banks
31,105
2.98
Shell
UK
Oil & Gas
Oil & gas producers
30,950
2.96
Rolls Royce
UK
Industrials
Aerospace & defence
23,881
2.28
BP
UK
Oil & Gas
Oil & gas producers
22,398
2.14
GlaxoSmithKline
UK
Health Care
Pharmaceuticals & biotechnology
22,074
2.12
Standard Chartered
UK
Financials
Banks
18,642
1.79
Tesco
UK
Consumer Goods
Food & drug retailers
18,609
1.79
Rio Tinto
UK
Basic Materials
Mining
17,711
1.70
National Grid
UK
Utilities
Gas, water & multiutilities
16,051
1.54
Marks & Spencer
UK
Consumer Services
General retailers
15,020
1.44
Sainsbury
UK
Consumer Services
General retailers
14,638
1.40
Herald Investment Trust
UK
Financials
Equity investment instruments
14,550
1.40
Senior
UK
Industrials
Aerospace & defence
14,415
1.38
BT Group
UK
Telecommunications
Fixed line telecommunications
14,045
1.35
Toyota Motor Corporation
Japan
Consumer Goods
Automobiles & parts
13,190
1.27
Cummins
USA
Industrials
Industrial engineering
13,093
1.26
NatWest
UK
Financials
Banks
13,068
1.25
Anglo American
UK
Basic Materials
Mining
13,002
1.25
Kier
UK
Industrials
Construction & materials
12,799
1.23
Boku
UK
Industrials
Support services
12,585
1.21
Balfour Beatty
UK
Industrials
Construction & materials
12,572
1.21
IMI
UK
Industrials
Industrial engineering
12,519
1.20
Marshalls
UK
Industrials
Construction & materials
12,483
1.20
Hill & Smith
UK
Industrials
Industrial engineering
12,420
1.19
Aviva
UK
Financials
Life insurance/assurance
12,058
1.16
M & G
UK
Financials
Financial services
11,859
1.14
Cranswick
UK
Consumer Goods
Food producers
11,590
1.11
Morgan Advanced Materials
UK
Industrials
Electronic & electrical equipment
11,560
1.11
Land Securities
UK
Financials
Real estate investment trusts
11,526
1.11
Kingfisher
UK
Consumer Goods
Household goods & home construction
11,310
1.09
Shaftesbury Capital
UK
Financials
Real estate investment trusts
11,295
1.08
Irish Continental Group
Ireland
Consumer Services
Travel & leisure
11,151
1.07
Severn Trent
UK
Utilities
Gas, water & multiutilities
10,910
1.05
BAE Systems
UK
Industrials
Aerospace & defence
10,906
1.05
ITV
UK
Consumer Services
Media
10,856
1.04
International Consolidated
Airlines
UK
Consumer Services
Travel & leisure
10,378
1.00
Ibstock
UK
Industrials
Construction & materials
9,938
0.95
Hiscox
UK
Financials
Nonlife insurance
9,778
0.94
Prudential Corp
UK
Financials
Life insurance/assurance
9,769
0.94
Babcock
UK
Industrials
Aerospace & defence
9,635
0.92
lawdebenture.com
30
Holding name
Country
Sector
Industry
£000
%
Scottish Oriental Small Co
UK
Financials
Equity investment instruments
9,443
0.91
Schroders
UK
Financials
Equity investment instruments
9,194
0.88
Johnson Service Group
UK
Industrials
Support services
8,922
0.86
Dunelm
UK
Consumer Services
General retailers
8,848
0.85
Dowlais Group
UK
Consumer Goods
Automobiles & parts
8,762
0.84
IP Group
UK
Financials
Financial services
8,539
0.82
Ceres Power
UK
Oil & Gas
Oil equipment services & distribution
8,319
0.80
Smith & Nephew
UK
Health Care
Health care equipment & services
8,126
0.78
General Motors
USA
Consumer Goods
Automobiles & parts
8,088
0.78
Oxford Nanopore Technologies
UK
Technology
Advanced medical equipment &
technology
7,943
0.76
Whitbread
Canada
Consumer Services
Travel & leisure
7,660
0.74
Haleon
UK
Health Care
Pharmaceuticals & biotechnology
7,548
0.72
Hammerson
UK
Financials
Real estate investment trusts
7,518
0.72
Vodafone
UK
Telecommunications
Mobile telecommunications
7,511
0.72
Bristol-Myers Squibb
USA
Health Care
Pharmaceuticals & biotechnology
7,462
0.72
Phoenix Group Holdings
UK
Financials
Life insurance/assurance
7,126
0.68
AFC Energy
UK
Oil & Gas
Alternative energy
7,120
0.68
WPP
UK
Consumer Services
Media
7,033
0.67
Beazley (UK)
UK
Financials
Nonlife insurance
6,940
0.67
VH Global Sustainable Energy
Opportunities
UK
Other
Sustainable energy
6,760
0.65
Johnson Matthey
UK
Other
Sustainable energy
6,700
0.64
International Personal Finance
UK
Financials
Financial services
6,695
0.64
Weir Group
UK
Industrials
Industrial engineering
6,552
0.63
Elementis
UK
Basic Materials
Chemicals
6,539
0.63
Gibson Energy
Canada
Oil & Gas
Oil & gas producers
6,329
0.61
Sabre Insurance Group
UK
Financials
Nonlife insurance
6,210
0.60
Freeport-McMoran
USA
Basic Materials
Mining
6,089
0.58
Spectris
UK
Industrials
Electronic & electrical equipment
5,952
0.57
Air Products and Chemicals
Canada
Oil & Gas
Oil & gas producers
5,797
0.56
Chesnara
UK
Financials
Life insurance/assurance
5,520
0.53
Lloyds Banking Group
UK
Financials
Banks
5,478
0.53
Inchcape
UK
Industrials
Support services
5,002
0.48
Workspace Group
UK
Financials
Real estate investment trusts
4,910
0.47
Reach
UK
Consumer Services
Media
4,814
0.46
SSE
UK
Utilities
Electricity
4,812
0.46
Oxford Sciences Innovation
UKULM
Financials
Financial services
4,767
0.46
Epwin Group
UK
Consumer Goods
Household goods & home construction
4,717
0.45
SigmaRoc
UK
Industrials
Construction & materials
4,592
0.44
Centrica
UK
Utilities
Gas, water & multiutilities
4,409
0.42
Accsys Technologies
UK
Industrials
Construction & materials
4,327
0.42
Halfords
UK
Consumer Services
General retailers
4,265
0.41
Castings
UK
Industrials
Construction & materials
4,021
0.39
STRATEGIC REPORT
Portfolio Valuation continued
based on market values as at 31 December 2024
31
S T R A T E G I C R E P O R T
Portfolio Valuation continued
based on market values as at 31 December 2024
Holding name
Country
Sector
Industry
£000
%
Vertu Motors
UK
Consumer Services
General retailers
3,977
0.38
Next Fifteen Communications
Group
UK
Consumer Services
Media
3,930
0.38
Zigup
UK
Industrials
Support services
3,753
0.36
Bellway
UK
Consumer Goods
Household goods & home construction
3,738
0.36
TT Electronics
UK
Industrials
Electronic & electrical equipment
3,556
0.34
XP Power
UK
Technology
Technology hardware & equipment
3,520
0.34
Ricardo
UK
Industrials
Support services
3,503
0.34
Croda
UK
Basic Materials
Chemicals
3,384
0.32
Convatec Group
UK
Health Care
Health care equipment & services
3,318
0.32
Ondine Biomedical
Canada
Health Care
Pharmaceuticals & biotechnology
3,234
0.31
Grit Real Estate Income Group
Guernsey
Financials
Real estate investment trusts
3,020
0.29
Vanquis Banking Group
UK
Financials
Financial services
2,985
0.29
ITM Power
UK
Oil & Gas
Oil equipment services & distribution
2,944
0.28
Renold
UK
Industrials
Industrial engineering
2,924
0.28
SAP
Germany
Technology
Software & computer services
2,857
0.27
Munchener Rueckver
Germany
Financials
Nonlife insurance
2,699
0.26
Novo Nordisk
Denmark
Health Care
Pharmaceuticals & biotechnology
2,561
0.25
UniCredit
Italy
Financials
Banks
2,560
0.25
Invinity Energy Systems
UK
Oil & Gas
Alternative energy
2,510
0.24
Siemens
Germany
Technology
Software & computer services
2,479
0.24
DVS
Denmark
Industrials
Industrial transportation
2,375
0.23
Serica Energy
UK
Oil & Gas
Oil & gas producers
2,366
0.23
Sanofi
France
Health Care
Pharmaceuticals & biotechnology
2,359
0.23
Deutsche Boerse
Germany
Financials
Financial services
2,157
0.21
Safran
France
Industrials
Aerospace & defence
2,152
0.21
Roche
Switzerland
Health Care
Pharmaceuticals & biotechnology
2,113
0.20
Jubilee Metals Group
UK
Basic Materials
Mining
2,040
0.20
Windar Photonics
UK
Industrials
Waste & environmental services & equipment
1,996
0.19
Gelion
UK
Other
Sustainable energy
1,985
0.19
SGS
Switzerland
Industrials
Support services
1,859
0.18
ASML
Netherlands
Technology
Technology hardware & equipment
1,813
0.17
Great Portland Estates
UK
Financials
Real estate investments & services
1,722
0.17
Bawag
Austria
Financials
Banks
1,711
0.16
Cellnex Telecom
Spain
Telecommunications
Mobile telecommunications
1,664
0.16
Marstons
UK
Consumer Services
Travel & leisure
1,619
0.16
Hercules Site Services
UK
Industrials
Construction & materials
1,576
0.15
LVMH
France
Consumer Goods
Leisure goods
1,486
0.14
Anheuser-Busch InBev
Belgium
Consumer Goods
Beverages
1,422
0.14
Infineon Technologies
Germany
Industrials
Electronic & electrical equipment
1,389
0.13
Danone
France
Consumer Goods
Food producers
1,316
0.13
Nestle
Switzerland
Consumer Goods
Food producers
1,297
0.12
Watkin Jones
UK
Consumer Goods
Household goods & home construction
1,225
0.12
lawdebenture.com
32
STRATEGIC REPORT
Portfolio Valuation continued
based on market values as at 31 December 2024
Holding name
Country
Sector
Industry
£000
%
DSM-Firmenich
Netherlands
Basic Materials
Chemicals
1,214
0.12
Aena
Spain
Consumer Services
Travel & leisure
1,051
0.10
Arbuthnot Banking Group
UK
Financials
Financial services
1,039
0.10
ASM International
Netherlands
Industrials
Electronic & electrical equipment
1,020
0.10
Ilika
UK
Oil & Gas
Alternative energy
963
0.09
Logistics Development Group
UK
Industrials
Industrial transportation
956
0.09
Syensqo
Belgium
Basic Materials
Chemicals
876
0.08
Kone
Finland
Industrials
Electronic & electrical equipment
870
0.08
Gran Tierra Energy
Canada
Oil & Gas
Oil & gas producers
861
0.08
First Tin
UK
Basic Materials
Mining
660
0.06
Longboat Energy
UK
Oil & Gas
Oil & gas producers
510
0.05
Kistos
UK
Oil & Gas
Oil & gas producers
468
0.04
Surface Transforms
UK
Consumer Goods
Automobiles & parts
381
0.04
SIMEC Atlantis Energy
UK
Utilities
Electricity
307
0.03
Carclo
UK
Basic Materials
Chemicals
294
0.03
Indus Gas
UK
Oil & Gas
Oil & gas producers
144
0.01
LDIC Investments
UK
Financials
Financial services
100
0.01
Deltic Energy
UK
Oil & Gas
Oil & gas producers
82
0.01
Allied Minds (delisted)
UK
Financials
Financial services
—
—
Better Cap (delisted)
UK
Financials
Equity investment instruments
—
—
Interserve (delisted)
UK
Industrials
Support services
—
—
Libertine Holdings (delisted)
UK
Other
Sustainable energy
—
—
Morses Club (delisted)
UK
Financials
Financial services
—
—
Saietta Group (delisted)
UK
Consumer Goods
Automobiles & parts
—
—
Studio Retail Group (delisted)
UK
Consumer Services
General retailers
—
—
1,042,039
100.00
In accordance with listing rule 11.7.8, The Law Debenture Corporation p.l.c. announces that it has no investments in other UK listed investment companies that
require to be disclosed.
Region
Valuation
31 December
2023
£000
Purchases
£000
Costs of
acquisition
£000
Sales
proceeds
£000
Appreciation/
(Depreciation)*
£000
Valuation
31 December
2024*
£000
Geographical
split at
31 December
2024
%
United Kingdom
852,381
154,712
(734)
(155,989)
62,143
912,513
87.6%
North America
31,107
19,899
(44)
(3,044)
10,853
58,771
5.6%
Europe
69,860
19,542
(13)
(33,848)
1,980
57,521
5.5%
Japan
11,878
—
—
—
1,356
13,234
1.3%
Other
—
32
—
—
(32)
—
0.0%
965,226
194,185
(791)
(192,881)
76,300
1,042,039
100.0%
Changes in Geographical Distribution
* Please refer to note 2 on page 131 and note 13 on page 139.
33
lawdebenture.com
34
Company Overview
S T R A T E G I C R E P O R T
Who we are
From its origins in 1889, Law Debenture has diversified to become a
Group which provides our shareholders, clients and people a unique
combination of a Portfolio and an Independent Professional Services
(‘IPS’) business.
Our purpose and objective
Our purpose is to deliver peace of mind for our shareholders, clients
and people. This is central to our strategy, both at the Portfolio and
IPS levels, and underpins the way we think and behave every day.
Our objective as an investment trust is to achieve long-term capital
growth in real terms and steadily increasing income. The aim is to
achieve a higher rate of total return than the FTSE Actuaries All-
Share Index through investing in a diversified portfolio of stocks and
ownership of the IPS business.
To our IPS clients we are trusted, independent experts who have
136 years of experience to call on in delivering vital
aspects of their business cycle.
Our purpose and objective are underpinned by our
corporate values of:
• We believe it’s possible.
• We make change happen.
• We are better together.
• We never stop learning.
Our culture
Our purpose and values are central to our
objective. They are reinforced by our culture
as a business, which is one of excellence,
independence and trust.
The Board endorses our purpose and values and is
responsible for ensuring that our culture is aligned
with our strategy by assessing, monitoring and
challenging the same where appropriate. The Board
discharges this duty by reviewing the relevant
policies, practices and behaviours throughout the
business including its own conduct as a Board and
of its individual directors and by ensuring our stated
purpose, values and objectives are reflected in its
discussions and decision-making.
Some of the ways in which the Board monitors
the Group’s culture, with the assistance of its Committees, senior
managers and external advisors, are by reviewing:
• reports on the results of our quarterly eNPS surveys;
• reports on stakeholder engagement as described on page 66
and our Section 172(1) Statement on pages 48 to 52;
• reports on risk management, internal controls, internal audits,
compliance, anti-bribery and whistleblowing arrangements;
• cyclical presentations from our Business and Department Heads
at each Board meeting;
• feedback from our key external advisors such as our external
auditors and investment managers on their relationship with the
relevant teams within the business;
• reports on the diversity and inclusion of the Board and the IPS
business and oversight of the statistics set out in the ESG section
on page 58; and
• Board, Committee and individual directors’ performance
evaluations, the process and outcome of which is set out on
page 96.
Following on from the project to articulate the culture and values
of our business in 2021, we have organised culture weeks, during
2023 and 2024 to continue to embed, share and celebrate our
values as a business and are in the process of planning for 2025.
We believe the culture of the Group is strong and a
contributing factor to our consistent performance in
challenging market conditions.
Our strategy – implementation
Our strategy is centred around the unique
combination of the Portfolio and our IPS business.
Whilst overseen by the Board, the IPS business
operates independently from the Portfolio.
The IPS business provides a reliable source of
revenue to the investment trust. This supports
the dividend and ensures our investment
managers are not constrained to choosing stocks
solely based on yield. Instead, the investment
managers benefit from increased flexibility in stock
selection supporting the delivery of long-term
capital growth.
Our unique structure is also tax efficient as some
tax relief, arising from excess costs and interest
payments which would otherwise be unutilised,
can be passed from the Portfolio to the IPS
business reducing the tax liability for the Group and
increasing shareholder returns.
The way in which we implemented the investment
strategy during 2024 is described in more detail in the investment
managers’ review on pages 21 to 24.
Annual performance is set out on pages 2 to 33, which contain
tables, charts and data to explain performance both during the
year under review and over the long-term. Performance against
KPIs is discussed on page 38.
Our unique
structure allows
our investment
managers to
focus on capital
generation,
while knowing
that historically
approximately
one-third of the
Trust’s income has
been provided by
the IPS business.
35
Our business model
Our business model is designed to position the Company for optimal performance in the AIC UK Equity Income investment trust sector.
Law Debenture’s shares are intended for private investors in the UK (retail investors), professionally advised private clients and
institutional investors. When choosing an equity focussed investment trust, shareholders typically accept the risk of exposure to
equities but hope that the pooled nature of an investment trust portfolio will give some protection from the volatility in share price
movements that can affect individual equities.
Total Shareholder Return
PORTFOLIO
(c.81% of NAV – including IPS
and long-term borrowings at fair
value)
• Invests in a diverse equity portfolio
• Earns capital returns and dividends
• Low ongoing charges
INDEPENDENT PROFESSIONAL SERVICES
(c.19% of NAV – including IPS
and long-term borrowings at fair value)
• Trusted provider of independent governance
services, generating recurring revenue.
• Profits provide the investment trust with
a steadily increasing revenue stream.
• Tax efficient
INDEPENDENT PROFESSIONAL SERVICES
Operating through a number of wholly owned subsidiary companies (see note 13 to the accounts), we provide pension trustee
executives, outsourced pension services, corporate trust services and corporate services to companies, agencies, organisations and
individuals throughout the world. The services are provided through offices in the UK, Dublin, New York, Delaware, Hong Kong and the
Channel Islands.
Group employees are employed by L.D.C. Trust Management Limited (‘LDCTM’) and Safecall Limited (in the UK) or a locally incorporated
entity (in the overseas jurisdictions). As part of their duties, a number of the employees provide services to the investment trust and
their time is charged to the trust, forming part of the ongoing charges.
More details about the performance of the IPS business in 2024 are given in the Chief Executive Officer’s review on pages 11 to 19.
PORTFOLIO
• The Portfolio will typically contain over 70 and up to 175 stocks, the maximum permitted.
• The Portfolio is diversified in order to spread investment risk with no obligation to hold shares in any particular type of company
or industry.
• The IPS business does not form part of the Portfolio.
Whilst performance is measured against the FTSE Actuaries All-Share Index, the composition of the index does not influence
the construction of the Portfolio. As a consequence, it is expected that the Portfolio and performance will deviate from the
comparator index.
Company Overview continued
STRATEGIC REPORT
lawdebenture.com
36
Company Overview continued
S T R A T E G I C R E P O R T
Our strategy – guidelines
The Board sets the investment strategy and actively monitors
both the investment managers’ and Executive Leadership team’s
adherence through a series of guidelines and parameters in each
scheduled Board meeting. The strategy is reviewed periodically to
ensure we deliver on our objective.
Investments
Permitted types of
investments are:
• Equity Shares
• Cash/Liquid Assets
Restrictions:
• Trading is not permitted in suspended shares or short positions
• No more than 15% of gross assets will be invested in other UK listed
investment trusts
• No more than 175 stocks
• No investment may be made which raises the aggregate value of the largest
20 holdings, excluding holdings in collective investment vehicles that give
exposure to Japan, Asia/Pacific or emerging market regions, to more than
40% of the Portfolio, including gilts and cash
• The value of a new acquisition in any one holding may not exceed 5% of the
total Portfolio value (including cash) at the time the investment is made
• Further additions shall not cause a single holding to exceed 5%, and Executive
approval must be sought (to be reported at the next Board meeting), to retain
a holding should its value increase above the 5% limit
• No investment in any investment vehicle managed or advised by Janus
Henderson shall be made without prior Board approval
• No investment other than in equity shares quoted on a major international
Stock Exchange (including AIM for the avoidance of doubt) or instruments
convertible into the same may be made without prior Executive approval
• The Company may not make investments in unlimited liability companies
The current regional
parameters are:
Derivatives
May be used with prior authorisation of the Board
Hedging
Currency hedges may be put in place with Board approval to protect against foreign exchange
movements on the capital and income accounts
Stock-lending
Up to 30% of the market value of the Portfolio may be lent
Gearing
A ceiling on net gearing of 50% is applied. Typically net gearing, (i.e. gearing net of cash), is between 10%
and 20% of the total Trust value. The Board retains the ability to reduce equity exposure so that net cash is
above 10% if deemed appropriate. Refer to page 160 for calculation of gearing
Daily dealing limit
Net purchases in any dealing day are to be limited to £30 million unless prior Executive approval is obtained
Underwriting
Permitted capital at risk up to 5% of the value of the Portfolio
Corporate
approval
Where indicated, the investment managers must obtain prior approval to exceed permitted limits either
through Board or Executive approval. Executive approval shall be the approval of either the Board Chair or
the Chief Executive Officer. The Board may make non-material adjustments or changes to the investment
policy from time to time. Any changes to the investment policy, which the Board deem to be material,
require prior shareholder approval
Minimum
%
Maximum
%
United Kingdom
55
100
North America
0
20
Continental Europe
0
20
Japan
0
10
Asia/Pacific
0
10
Other (including South America)
0
10
37
Agreement with the investment managers
Appointed investment managers: James Henderson and Laura
Foll, Janus Henderson Investors.
On a fully discretionary basis, our investment managers are
responsible for implementing the Company’s investment strategy.
The contract is terminable by either side on six months’ notice.
The agreement with Janus Henderson does not cover custody,
which is the responsibility of the depositary (see section on
regulatory compliance in the Directors’ Report, page 65). It also
does not cover the preparation of data associated with investment
performance or record keeping, both of which remain the
responsibility of the Company.
Fee structure and ongoing charges
Investment trusts are required to publish their ongoing charges
ratio. This is the cost of operating the trust and includes the
investment management fee, depositary and custody fees,
investment performance data, accounting, company secretary
and back office administration.
The Group continues to have one of the more competitive
fee structures in the UK Equity Income Sector with investment
management fees of 0.30% p.a. of the value of net assets of the
Group (excluding the net assets of IPS), calculated on the basis
adopted in the audited financial statements, and total ongoing
charges of 0.51%.
No performance fee is paid to the investment manager.
Reappointment of the investment managers
On an annual basis, at a minimum, the Board assesses whether the
investment managers should be reappointed. The key criterion for
assessment is the long-term performance of the Portfolio.
Given Janus Henderson’s proven record of performance, and the
competitive fee arrangements in place, the Board has concluded
that the continued appointment of our existing investment
managers remains in the interests of our shareholders.
Gearing and long-term borrowing
Investment trusts have the benefit of being able to ‘gear’ their
portfolios according to market conditions. This means that they can
raise debt (either short or long-term) to generate funds for further
investment. These funds can be used to increase the size of the
Portfolio. Alternatively, assets from within the Portfolio can be sold
to reduce debt and the Portfolio can even be ‘negatively geared’.
This means selling assets to hold cash so that less than 100% of the
Company’s assets are invested in equities. At 31 December 2024, our
gearing was 11% (2023: 13%) (refer page 160).
The Group has four debentures (long dated sterling denominated
financing) details of which are on page 150. The weighted average
interest payable on the debentures is 3.96% (2023: 3.96%).
The fair value of long-term borrowings held by the Group is
disclosed in note 20 to the accounts. The fair value calculation
of all long-term borrowings benchmarks the Group debt against
A-rated UK corporate bond yields.
Capital structure
Law Debenture has one class of share – ordinary shares – and
each share has the same rights as every other share.
The Company conducts its affairs so that its ordinary shares
are capable of being recommended by independent financial
advisors to retail investors in accordance with relevant FCA rules.
We consider our ordinary shares to be mainstream investment
products because they are shares in an investment trust. The
Company intends to continue conducting its affairs for the
foreseeable future so that the ordinary shares can continue to be
categorised as a mainstream investment.
Transparency
In order to assist shareholders in understanding the nature of the
underlying investments they are buying into when investing in
Law Debenture’s shares, we publish our NAV on a daily basis. We
also publish the entire Portfolio monthly – with additional monthly
updates on the composition of the top ten holdings in the Portfolio.
Future trends and factors
Law Debenture will continue to strive to deliver its business
objectives for both the Portfolio and the IPS business.
The Chairman’s statement, the CEO’s review and the investment
managers’ review (all of which form part of this Strategic Report)
set out the Company’s views on future developments.
Performance and related data
Pages 6 and 21 to 24, which contain performance and related data,
form part of this Strategic Report.
Company Overview continued
STRATEGIC REPORT
S T R A T E G I C R E P O R T
Key performance indicators (KPIs) and
alternative performance measures
The KPIs used to measure the progress and performance of the
investment trust are:
• NAV total return with IPS and debt at fair value (combining
the capital and income returns of the Group) and how this
compares, over various time intervals, with relevant indices;
• the discount/premium in share price to NAV; and
• the costs and ongoing charges of running the Portfolio as a
percentage of its value.
Since the objective of the investment trust is measurable solely in
financial terms, the Board does not consider that it is appropriate to
adopt non-financial KPIs. The financial measures adopted as KPIs
are part of our financial reporting obligations.
Alternative Performance Measures as defined under ESMA
guidelines have been adopted and these are described in detail on
pages 159 and 160.
Share price and NAV
Investment trusts can trade at a discount (where the share price is
lower than the combined value (‘NAV’) of the underlying assets), or
at a premium (where the share price trades at a higher level than
the underlying NAV). Investment trust investors need to understand
these concepts as well as examine the underlying portfolio and the
way in which it is managed, to decide whether or not an investment
trust share represents “good value”.
Law Debenture’s responsibilities
as an institutional shareholder
The Company recognises that, in delivering its objective to
produce long-term capital growth and a steadily increasing
income, it must ensure that its investment strategy is delivered
with due emphasis on the need to ensure that investee
companies are acting in accordance with accepted standards of
corporate governance. The Company has therefore adopted the
following policy.
We delegate stewardship activities within our investment
portfolio to our investment managers, whose preference
as an active manager, is to engage with management and
boards to resolve issues of concern rather than to vote against
shareholder meeting proposals. In their experience, this
approach is more likely to be effective in influencing company
behaviour. However, where they believe proposals are not in
line with shareholder interests or where engagement proves
unsuccessful, they will vote against.
Our investment manager will normally support incumbent
management and vote in favour of resolutions proposed by the
boards of companies in which it has a shareholding, but will vote
against management or withhold a vote where appropriate.
The Board determines the Company’s investment strategy but
does not issue express instructions to the investment managers
on transactions in particular shares. Where our investment
manager believes that incumbent management is failing
in its duties, they may enter into dialogue with the company
concerned in an attempt to alter the management’s position.
Where this is not possible, or where incumbent management
declines to alter its behaviour, our investment manager
will consider voting against resolutions proposed by the
management. Further, if it is deemed necessary or desirable,
the Company would consider acting collectively with other
institutional investors to try and achieve a particular goal.
Janus Henderson, on Law Debenture’s behalf, monitors
companies in which Law Debenture is invested, and from time
to time may discuss matters of corporate responsibility with
such companies. Law Debenture’s investment managers have
voting discretion but may notify Law Debenture on occasion
and when appropriate, should matters arise that might lead the
Company to consider intervening, abstaining or voting against
a particular proposal. During the year, the Company abstained
or voted against one or more resolutions at 51 shareholder
meetings of investee companies.
The Company will not hold shares in companies whose ethical
and environmental practices are, in its view, likely to damage the
performance of the business to the detriment of its shareholders.
The Company does not believe that conflicts arise between its
duties as an institutional shareholder and the work undertaken
by the IPS business. The investment managers have complete
discretion as to Portfolio decisions and as a matter of policy,
Company Overview continued
NAV total return with IPS and debt at fair value
1 year
3 years
5 years
10 years
13.6%
24.6%
56.0%
133.1%
Premium/(discount)
31 December 2024
31 December 2023
Year end
2.4%
(0.2%)
High for year
3.0%
3.0%
Low for year
(5.9%)
(4.0%)
Ongoing charges ratio
Year ended 31 December 2024
Year ended 31 December 2023
0.51%
0.49%
lawdebenture.com
38
has no access to ‘non-public’ knowledge about any of the
activities of the IPS business.
Janus Henderson is a signatory to the 2020 UK Stewardship
Code. As the Company’s investment manager, Janus
Henderson makes the day-to-day investment decisions and
is therefore best placed to engage with Portfolio companies
and discharge stewardship obligations. The Board is of the
view that becoming a signatory to the Stewardship Code
would unnecessarily duplicate the work of the investment
managers and therefore continues to rely on Janus Henderson in
this regard.
Valuation of our IPS business
Accounting standards require us to consolidate the income,
costs and taxation of our IPS business into the Consolidated
Statement of Profit or Loss on page 116. The assets and liabilities of
the business are also consolidated into the Group column of the
statement of financial position on page 117. A segmental analysis
is provided in note 6 (pages 133 and 134) to these accounts which
shows a detailed breakdown of the split between the Portfolio and
the IPS business.
Consolidating the value of the IPS business in this way does not
fully recognise the value created for the shareholder by the IPS
business in the NAV. To address this, the NAV we have published
for the Group has included a fair value for the standalone IPS
business.
In determining the calculation basis for the fair valuation of the
IPS business, the Board continues to take appropriate external
professional advice. Historically, the fair value of the IPS business
has been calculated based upon maintainable earnings before
interest, taxation, depreciation and amortisation (‘EBITDA’), with an
appropriate multiple applied.
EBITDA is reached by taking the maintainable return, including
profit before interest and tax and adding back the depreciation
charge for property, plant and equipment and right-of-use assets,
the amortisation of intangible assets, and net interest expense all
shown in note 6 on page 133. At 31 December 2023, EBITDA of £17.6m
was applied to a multiple of 10.5x.
The multiple was based on comparable companies sourced from
market data, with appropriate adjustments to reflect the difference
between the comparable companies and IPS business in respect
of size, liquidity, margin and growth. A range of multiples was
provided by the professional valuation firm, from which the Board
selected an appropriate multiple to apply.
The Board has recently noted that the reliability of adopting this
market approach as a primary valuation tool was increasingly
limited, due to the reducing number of companies with a strong
degree of comparability in terms of risk profile and business
model. Consequently, an income based approach has been
adopted from 31 December 2024 that follows a discounted cash
flow (‘DCF’) analysis.
This approach considers business forecasts adjusted to consider
the fair value a hypothetical third-party would apply when viewing
the forecasts. An appropriate cost of equity was determined
through consideration of comparable entities to guide on discount
rate and applied to the discrete forecast period and projected free
cashflows to estimate the terminal value. PwC provided a range
from which the Board selected a value.
The calculation of the IPS valuation and methodology used are
included at note 13 on page 140. As a cross check, the implied
multiple for 31 December 2024 was calculated by dividing the
DCF IPS valuation by the underlying EBITDA (see APM on page 162)
deriving a multiple of 10.5x. This compares to the 10.5x multiple
applied in the two proceeding years.
Valuation guidelines require that the fair value of the IPS business
be established on a stand-alone basis. Therefore, the valuation
does not reflect the value of Group tax relief applied from the
investment trust to the IPS business.
It is hoped that our continued initiatives to achieve growth into the
IPS business will result in a corresponding increase in valuation
over time. As stated above, management is aiming to achieve
mid to high single percentage growth in 2025. The total valuation
(excluding surplus net assets) of the business has increased
by £116m/148% since the first valuation of the business as at
31 December 2015. The uplift reflects the IPS business delivering
seven years of revenue and underlying profit growth.
In order to assist investors, the Company restated its historical NAV
in 2015 to include the fair value of the IPS business for the last ten
years. This information is provided in the Annual Report within the
10-year record on page 41.
Company Overview continued
STRATEGIC REPORT
39
lawdebenture.com
40
S T R A T E G I C R E P O R T
Calculation of Net Asset Value (‘NAV’) per share
31 December 2024
31 December 2023
£000
Pence per share
£000
Pence per share
Net asset value (‘NAV’) per Group statement of financial position
920,764
698.14
854,229
654.07
Fair valuation of IPS
194,505
147.48
185,063
141.70
IPS Net Assets attributable to IPS valuation
18,811
14.26
25,729
19.70
Fair value of IPS business
213,316
161.74
210,792
161.40
Removal of IPS net assets included in Group net assets
(25,921)
(19.65)
(49,956)
(38.25)
Fair value uplift for IPS business
187,395
142.09
160,836
123.15
Debt fair value adjustment
42,353
32.11
33,239
25.45
NAV at fair value
1,150,512
872.34
1,048,304
802.67
NAV attributable to IPS
213,316
19%
210,792
20%
See commentary for the breakdown of the assets already included in the NAV per the financial statements.
Calculation of NAV per share
The table below shows how the NAV at fair value is calculated. The value of assets already included within the NAV per the Group
statement of financial position that relate to the IPS business have been removed (£25.9m) and substituted with the calculation of the fair
value and surplus net assets of the business £213.3m. An adjustment of £42.4m is then made to show the Group’s debt at fair value, rather
than the amortised cost that is included in the NAV per the Group statement of financial position. This calculation shows a NAV fair value
for the Group as at 31 December 2024 of £1,150.5m or 872.34 pence per share.
31 December 2024
Value £000
Pence per share
Reconciliation of published NAV to results NAV:
Published NAV cum income with debt at fair value
1,152,871
874.12
Reconciliation of shareholders' funds to net assets:
Published NAV
(941,405)
(713.79)
Results NAV
920,764
698.14
Revised IPS valuation uplift:
Published NAV (valuation per 30 June 2024)
(169,070)
(128.19)
Results NAV
187,395
142.09
Revised Fair Value of Debentures:
Published NAV
(42,396)
(32.15)
Results NAV
42,353
32.11
Total NAV at fair value per results
1,150,512
872.34
The ‘results’ NAV at fair value calculated above differs to the ‘published’ NAV at fair value for 31 December 2024 (year end NAV released by RNS
on 2 January 2025). As such, please see below for a reconciliation:
41
Long-Term Performance Record
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
Net assets per the statement
of financial position (£m)1
557.3
662.3
748.3
669.4
775.3
727.0
878.8
799.1
854.2
920.8
Revenue return (pence)
18.10
15.96
21.66
21.26
30.68
21.56
28.09
34.44
33.43
33.48
Capital return (pence)
(17.47)
89.30
67.10
(71.85)
79.27
(19.06)
94.60
(103.17)
24.47
40.51
Total statutory return (pence)
0.63
105.26
88.76
(50.59)
109.95
2.50
122.69
(68.73)
57.90
73.99
Revenue return (pence)
Portfolio
11.01
10.88
11.61
13.23
22.18
12.12
18.09
24.06
22.41
23.26
Independent professional services3
7.09
7.68
9.93*
7.87
8.54
9.35
10.00
10.38
11.02
10.22
18.10
18.56
21.54
21.10
30.72
21.47
28.09
34.44
33.43
33.48
Group charges
—
(2.60)
0.12
0.16
(0.04)
0.09
—
—
—
—
Total statutory revenue return (pence)3
18.10
15.96
21.66
21.26
30.68
21.56
28.09
34.44
33.43
33.48
Dividends (pence)
16.20
16.70
17.30
18.90
26.00
27.50
29.00
30.5
32.0
33.52
Share price (pence)1
498.0
530.0
629.0
540.0
650.0
690.0
799.0
771.0
801.0
893.0
(Discount)/premium (%)1
(5.1)
(11.4)
(6.0)
(12.1)
(7.4)
3.6
1.4
1.2
(0.2)
2.4
NAV at fair value (pence)1
524.5
598.5
669.5
614.1
702.2
666.2
787.8
761.7
802.7
872.3
Market capitalisation (£m)1
589.3
627.2
744.5
639.3
769.8
817.3
982.1
984.4
1,046.1
1,177.8
1 At 31 December calculated in accordance with AIC methodology, based on performance data held by Law Debenture including fair value of IPS business
and long-term borrowings.
2 Proposed total dividend for 2024.
3 Underlying 2024 IPS revenue per share of 11.01 pence (see APM on page 160) deriving total revenue per share of 34.27 pence.
*This includes 2.72 pence per share of exceptional items including the sale of an unlisted investment, excluding which, normalised earnings per share were
7.21 pence per share.
Note: The 10 year record has been restated (2014) to reflect the fair value of the IPS business and the long-term borrowings.
10 year dividend growth of 113.4% has been calculated based on growth since the 2014 total dividend of 15.7 pence per share.
STRATEGIC REPORT
S T R A T E G I C R E P O R T
Our approach to risk
The Group’s risk management and internal control framework
is embedded in everyday operations and subject to ongoing
enhancements. The diagram below summarises our risk reporting
and governance framework, with risks effectively managed and
monitored in a continuous risk management process. Top-down
Board-level oversight for the Portfolio and IPS business is provided
by the Audit and Risk Committee.
In discharging its oversight responsibilities in relation to the
Portfolio, the Board considers risk matters during the year by
meeting regularly with the investment managers and receives
a wide range of reports about the Portfolio including investment
review, risk reporting and comparative peer reporting.
Thematic discussions are held with the investment managers
at two out of six of the scheduled Board meetings each year to
address market trends and insights.
The Audit and Risk Committee assists the Board by receiving an
annual report from the Group Risk team and Internal Audit. This
report includes the findings from their annual operational due
diligence visit, their assessment of the annual AAF report, and their
review of the quarterly internal controls reports on the investment
managers.
The Audit and Risk Committee reviews the principal risks to
the Group as well as the adequacy of the controls in place to
appropriately mitigate those risks as part of our ongoing risk
management. Consideration is given to emerging risks to ensure
that the risk management framework remains relevant.
The Risk, Operations and Controls Committee monitors risk
management within the IPS business to ensure they are
appropriately managed. Detailed, bottom-up risk identification
and management is owned by either individual business lines
or central functions and is analysed by the Group Risk team.
The objective is not to eliminate such risks but to understand
and appropriately mitigate these while seeking to deliver on our
objectives. On at least a quarterly basis, the Group Risk team
provides a report to the Audit and Risk Committee on key matters
discussed at the Risk, Operations and Controls Committee.
Risk Management
RISK MANAGEMENT PROCESS AND GOVERNANCE OVERVIEW
Internal risk
reporting
Parties
involved
External risk
reporting
Risk management
process
Consolidated Group-level risks
• Business area risk registers consolidated to
draw out significant risks
• Principal risks identified,
including emerging risks
• Review and agreement of the principal risks
by the Risk, Operations and Controls Committee
• Review and approval by the Audit and
Risk Committee
Principal risks
and uncertainties
• A summarised version
of principal risks for
external reporting
• Review and approval
by the Audit and
Risk Committee and
the Board
Business and functional risk registers
• Continual review and assessment
of business area risk registers and
challenge on mitigating actions, including
consideration of emerging risks, by the
business and Group Risk Manager
• Review and challenge of risks at Risk,
Operations and Controls Committee meetings
Real-time issues and areas of change
• Monitoring of emerging areas of increasing
significance to the Group and establishing sufficient
mitigating actions
• The Law Debenture
Corporation p.l.c.
Board
• Group Audit and
Risk Committee
• Risk, Operations and
Controls Committee
• Group Risk
team
• Group Risk
team
• Business Unit
Risk Committees
Bottom-up
Top-down
Risk identification
Continual risk monitoring
and reporting
Risk assessment
Risk evaluation
and response
lawdebenture.com
42
Risk Management continued
The risk assessment process evaluates the probability of the risk
materialising and the financial, strategic or reputational impact
of the risk using a scoring system approved by the Audit and Risk
Committee. There may be uncertainty in measuring certain risks,
but the aim is to inform and guide decisions and pinpoint areas
which may require more attention.
Those risks which have a higher probability and significant impact
on strategy, reputation or financial impact under the risk scoring
system are identified as principal risks on pages 44 and 45. The
policies and procedures used to manage and measure these risks
have not changed since the prior year.
Governance
The Group’s risk management and internal control framework
is governed by those listed in “parties involved” section of the
diagram above and overseen by the Audit and Risk Committee. IPS
business risks are managed through business unit risk committees
and management meetings. The outputs of these are fed through
to the Risk, Operations and Controls Committee and then the
Audit and Risk Committee for review and to the Board for approval
as appropriate.
Risk reporting
Risk reporting includes identification of thematic risk trends,
communication of this information across the business, and
the maintenance of risk registers. These registers document risk
types, key risks identified and their status, the internal controls and
mitigating factors in place to address these risks.
Our risk reporting for the IPS business is overseen by the Risk,
Operations and Controls Committee, which meets quarterly and
is chaired by the COO and supported by the Group Risk team.
IPS business risks have a lower materiality threshold than for the
Group, however the Risk, Operations and Controls Committee
identifies risk events or risk topics of relevance which are taken
to the Audit and Risk Committee, which oversees Group risks. The
Group Risk team also speaks directly to the Chair of the Audit and
Risk Committee.
Group reporting also includes risks associated with the
Portfolio, overseen by the Audit and Risk Committee. As part of
risk management we assess the activities of the investment
managers, perform operational due diligence and review the
internal control reports of key service providers to the Portfolio.
Three Lines of Defence
The Group has organised risk management according to the three
lines of defence model. Roles and responsibilities are described
below to show accountability between management which owns
the risks, the Risk function which provides oversight, and Internal
Audit which provides independent assurance.
First line:
Frontline staff
Primary responsibility for management of operational risks and
taking adequate governance and control measures to manage
the risks.
Second line:
Risk and Compliance
Responsible for the design, implementation and effectiveness of
risk management and monitoring of the first line of defence.
Third line:
Internal Audit
To provide independent and objective assurance about the
effectiveness of first and second-line controls, with a direct
reporting line to the Audit and Risk Committee.
Governing bodies and senior management
The Audit and Risk Committee, the Board and Risk, Operations
and Controls Committee sit above the three lines. Part of their
remit is to set the risk appetite for the Group, and the IPS business
according to their respective materiality thresholds.
Categorisation of Group risks
A principal risk is a risk or combination of risks that could seriously
affect the performance, future prospects or reputation of the Law
Debenture Group. The principal risks of the Group which could
impact the achievement of strategic objectives are split into two
categories: Principal Group risks and Emerging risks:
Principal Group risks
The identified Group risks predominantly relate to the Portfolio.
Forming approximately 19% of our net asset value, the IPS
business as a whole represents a concentration risk for the
Group. However, the identified Group risks predominantly
relate to the Portfolio, which represents a far greater 81% of net
asset value.
Emerging risks
Given our objective to deliver long-term capital growth and
steadily increasing income, we continually horizon scan for
emerging risks which although, not an immediate threat, may
impact our ability to deliver on our objectives to shareholders.
STRATEGIC REPORT
43
lawdebenture.com
44
S T R A T E G I C R E P O R T
Risk Management continued
PRINCIPAL GROUP RISKS
CHANGES TO RISK
IN 2024
MITIGATING FACTORS
1. Investment Performance and Market Risk
The risk of the Portfolio failing to deliver
and/or failing to consider and react
to market conditions to deliver the
strategic objectives to:
• Achieve long-term capital growth.
• Deliver steadily increasing income.
• Achieve a rate of return greater than
the FTSE Actuaries All-Share Index,
our benchmark.
The principal risk is a material decline
in the value of the NAV and under-
performance against the benchmark.
Investment performance and market
risk are the largest risks to which the
Group is exposed.
Our investment risk includes market
risk, gearing risk, credit risk, leverage
risk and liquidity risk.
Unchanged
Continued geopolitical
tensions present elements
of uncertainty, and global
economic pressures
continue to have an
unfavourable impact
on global markets and
therefore the Portfolio. High
global inflation in the year
undermines the value of
investment returns.
• Market risk is an accepted risk given the nature of the
Portfolio. To manage this inherent risk, the Board regularly
reviews the investment managers’ report including
risk indicators, MI, and other financial information. The
Board engages in open dialogue, robust discussion and
provides challenge to the investment managers on their
approach and performance, seeking explanations from
the investment managers where performance is not in line
with our objectives.
• The investment trust is closed ended and therefore does not
have to sell investments to provide liquidity to shareholders
who wish to sell. This enables our investment managers to
invest for the long-term.
• To mitigate leverage risk, all borrowings require the prior
approval of the Board and gearing ratios are kept under
close review by the Board. We have substantial headroom
on all of our existing borrowings.
2. Cyber, Technology and Systems Risk
The threat of unauthorised or
malicious attacks on our IT systems
is an ongoing risk. We rely on a
set of critical IT systems which are
fundamental to the day-to-day
running of the business, as in any
technology-enabled business.
Failures in these systems could
lead to reduced revenue, increased
costs, liability claims, or harm to our
reputation or competitive position.
The systems of Janus Henderson,
our investment managers, are also
considered under this risk type.
Increased
Cyber threats remain a
relevant industry-wide risk
with cyber-attacks growing
ever more sophisticated and
their increasing frequency
and scale is well publicised.
Industry data suggests that
“bad actors” are becoming
increasingly well-financed,
with cyber experts warning
of a rising use of commercial
hacking tools.
• The Group is Cyber Essentials Plus certified, the highest
level of certification offered under the Government-backed,
industry-supported Cyber Essentials scheme.
• All staff trained on cyber security risks including phishing
training and testing.
• We are continually investing in our IT security framework
including working with industry-recognised best-in-class
security providers.
• We have an information security governance structure to
help identify and mitigate threats.
• As part of our ongoing oversight of Janus Henderson’s
control environment, Law Debenture’s Group Risk team have
specifically reviewed their information security and business
continuity/disaster recovery plans.
• Industry standard cyber insurance is in place to mitigate
financial loss.
Group risk summary and mitigating actions
45
Risk Management continued
PRINCIPAL GROUP RISKS
CHANGES TO RISK
IN 2024
MITIGATING FACTORS
3. IPS Concentration Risk
The unique setup of the Group as a
Portfolio alongside an unquoted IPS
business, which represents 19% of NAV
and accounted for 31% of revenue
return per share in 2024, creates an
illiquid concentration risk.
Failure to deliver on the IPS strategy
could result in a significant reduction
in valuation of the Group’s largest
asset, thereby putting pressure on our
ability to meet our stated objective of
long-term capital growth, and steadily
increasing income.
IPS Concentration Risk also includes
aggregation of litigation, compliance,
regulatory and internal control failures
and people risk.
Unchanged
The IPS business includes
some counter-cyclical
services which may help
to counteract any adverse
market conditions for other
business lines.
• The IPS business comprises a diversified range of services
with little client concentration risk.
• The CEO and COO are accountable for the day-to-day
running and operation of the IPS business with independent
oversight and challenge from the Non-Executive Directors.
The performance of the IPS business is reviewed at all Board
meetings.
• The annual IPS budget is subject to review and approval by
the Board which provides robust scrutiny and challenge on
IPS strategic plans.
• Any significant IPS investment requires Board approval. This
reduces the risk of unplanned concentration risk.
• Valuation of the IPS business takes into account the illiquid
nature of the holding. This is reviewed and approved by
the Audit and Risk Committee .
• The Audit and Risk Committee has oversight of internal control
findings from second/third line and external audit.
STRATEGIC REPORT
Emerging risks
Emerging risks are those identified by Law Debenture, where the potential impact and/or likelihood is not yet fully known. The firm monitors
the evolution of these risks and associated mitigants.
ESG Regulatory Risk: Uncertainties related to the outcomes of evolving environmental and sustainability regulations, which could
incur additional implementation and ongoing compliance costs, expertise and disclosure requirements are closely monitored by the
ESG manager.
Technological Advancements in Artificial Intelligence: There are both risks and opportunities presented by advancements in artificial
intelligence, including the potential to disrupt or harm, as well as the operational benefits of harnessing efficiencies, impacting the
investment portfolio and IPS business. We continue to review the risks and opportunities of artificial intelligence across our business.
lawdebenture.com
46
S T R A T E G I C R E P O R T
Viability Statement
Viability statement
The Board has considered the Group’s current financial position
and the potential impact of its principal risks and uncertainties,
and has a reasonable expectation that the Group 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 report. The Board applied
an assessment period of five years, increasing from three years
in 2023 to align with market peers and long-term nature of the
investment trust.
In assessing the viability of the Group over the review period, the
Board has considered a number of key factors, including:
Our business model and strategy
• The Board seeks to ensure that the Group delivers long-term
performance. The closed ended nature of the investment trust
creates a stable capital basis which enables our investment
managers to take a longer term view in their construction and
management of the Portfolio. This partially mitigates the risk
to the Group of potential liquidity issues should shareholders
wish to sell their shares, potentially avoiding any untimely
requirements to sell down the Portfolio.
• As an investment trust, we benefit from the unique structure of
a predominately UK-based equity Portfolio with a diversified
revenue stream arising from the IPS business. As demonstrated
by our long-term performance, the combination of the Portfolio
and the IPS revenue streams provide protection to the long-term
viability of the Group. Over a five year period, the share-price
total return is 72.4%. The NAV total return with debt at FV is 56.0%
compared to the FTSE Actuaries All-Index Total Return of 26.5%.
• One of the principal group risks relates to investment
performance and market risk. Part of the risk to the Group is
that a breach of our debt covenants results in a requirement for
the Group to repay the debentures at short notice, potentially
requiring the sale of assets during a market downturn. Whilst
the Board acknowledges this risk, the uncertainty arising due
to Covid and more recently the macroeconomic environment
demonstrates the Group’s ability to navigate these challenges.
At the height of market decline on 23 March 2020, the Group
maintained significant headroom on all covenants.
• The IPS business currently holds enough working capital to meet
any short term requirements of the group and our book of clients
provides a steady, largely reoccurring, flow of income. There
has been a concerted focus on debtor management which has
enhanced the IPS business’s cashflow over the past year and
improved our working capital cycle.
Furthermore, the majority of the Portfolio is invested in UK listed
securities which are traded on major stock exchanges, providing
the Group with the ability to quickly liquidate assets, should the
need arise.
• The investment trust has an ongoing charge of 2024: 0.51%
(2023: 0.49%). This is the second lowest OCR in the UK Equity
Income sector*.
Our business operations
• The investment trust retains ownership of all assets held by
the Custodian under the terms of formal agreements with the
Custodian and Depositary. This supports our ability to meet our
Legal and Regulatory requirements and acts as a control to
both verify the existence of our assets and further safeguard the
interests of our shareholders.
• The Group’s cash is all held with banks approved by the Board.
The Group’s cash balance, including money market funds, as
at 31 December 2024 amounted to £38.4m (31 December 2023:
£31.4m) of which, IPS held £11.9m. Cash is treated as a fungible
across the Group and it is deployed on a basis of need with
periodic clear down of intercompany balances via an intra-
group net-off agreement.
• There is long term borrowing in place comprising four
debentures;
The weighted average cost of borrowing is 3.96%. Each
debenture is subject to a formal agreement, including
financial covenants which the Company has complied with
in full during the year. As at the end of December, net gearing
was 10.9% which is well within the typical operating range of
10%-20%.
• During January 2021, the Company also made arrangements
to put in place a £50m unsecured overdraft facility with HSBC.
Whilst available, this facility is currently not in use but provides
further mitigation of any liquidity risk.
• The Board reviews the Portfolio performance including
revenue forecasts, along with other key metrics such as
gearing at each Board Meeting and receives monthly financial
reporting to monitor and manage the principal risk relating to
investment performance.
In addition to this, the Board carries out an assessment of our
principal risks and uncertainties which could threaten the Group’s
business model. This assessment has been shared separately and
is presented as part of the annual report. As part of this exercise,
the Board has assessed the emerging risks which may impact the
operations of the Group and will continue to actively review the likely
impact of these potential risks. This is set out at page 44 and 45.
The Board do not consider any ongoing geo-political events will
have material impact on the longer term viability of the Group,
given the headroom identified in the risk sensitivities from the far
more extreme scenarios.
Maturity date
PAR Value
Interest
2034
£40m
6.125%
2041
£20m
2.54%
2045
£75m
3.77%
2050
£30m
2.53%
Total
£165m
Weighted average: 3.96%
* Source: The AIC Compare investment companies | The AIC
STRATEGIC REPORT
In light of the current conditions, the Board has considered the
Group’s current financial position and the potential impact
of its principal risks and uncertainties, and has a reasonable
expectation that the Group 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 report.
Balance sheet resilience
As at the 31 December 2024, Law Debenture Corporation held
total investments, including cash and the IPS business of £1.30bn
(31 December 2023: £1.21bn). With the exception of the IPS business,
the majority of these assets are liquid and could be sold down
within a short period of time, i.e. less than 10 working days.
The Board and the Executive Leadership team have actively
monitored the cash position across the Group throughout the
year, mindful of our commitment to pay quarterly dividends to
shareholders. As of 31 December 2024, the Group holds cash
of £38.4m (31 December 2023: £31.4m). In addition to this, the
Company has an overdraft facility of £50m to protect against any
significant reduction in cash inflows.
Viability Statement continued
47
Section 172(1) Statement
As reported on page 34, the Company’s purpose is to deliver peace of mind for our shareholders, clients and employees through the
combination of our Portfolio and IPS business. Our purpose, values and strategy are inextricably linked and are reflected in our policies,
practices and high standards of business conduct.
The Board is responsible for the overall strategy and overseeing the management of the Company and the wider Group, setting
investment principles and ensuring that it is acting in accordance with its legal and regulatory obligations. In discharging its
responsibilities, the Board takes into account the Group’s purpose, values and culture and acts in good faith to promote its long-term
success. This includes oversight of stakeholder engagement, feedback from the same as appropriate and ensuring that obligations to its
key stakeholders are fulfilled. Those impacted by the Company and the wider Group’s activities and considered key to its operations can
be placed into the following six categories:
Shareholders,
investors and
debenture
holders
Employees
Community
and the
environment
Principal
service
providers
THE BOARD
06
05
04
03
02
01
Governmental
agencies/
regulatory
bodies
Client and
referral
partners
of our
IPS business
S T R A T E G I C R E P O R T
lawdebenture.com
48
STRATEGIC REPORT
Case Study: Law Debenture Website Refresh
Following feedback from website users, use of analytics and internal review, we identified aspects of our website that needed to
be improved. Our marketing team ran a project to understand the needs of our stakeholders and to design and launch a new Law
Debenture website to meet them. This site went live in December 2024.
When looking specifically at those coming to the website for our investment trust, many being shareholders and potential investors,
we see that they use the site to access our Factsheet, Annual Financial Reports, and information about our corporate governance.
The navigation and site layout meant users had to click on multiple links to access these and signposting was not as clear as it
could be. In addition, the content was not always well tailored to a retail investor meaning information was not written or displayed
in an accessible way.
Features of the new website include:
• simplified navigation with direct signposting to most sought after content;
• language suitable for retail investors with clearer guidance around financial promotions;
• an accessibility statement and accessible design with improved use of fonts and colours to make for easier reading;
• optimised configuration for use on a mobile device;
• increased use of video content to support users in getting to know our business;
• more information about the work we do, the impact we have and the reasons we are trusted by so many.
Review of stakeholder engagement mechanisms
During the reporting period, the Board conducted a review of the effectiveness of its stakeholder engagement practices, including the
existing governance structure around engagement, its list of key stakeholders and the engagement activities adopted. This included
feedback from Clare Askem, in her capacity as Workforce Engagement Director, on the effectiveness of workforce engagement tools used
since her appointment to the role in April 2022.
Regarding workforce engagement, quarterly conversations between the Workforce Engagement Director, the Head of HR and the
COO, whilst originally set up to discuss eNPS survey results, have become broader discussions on colleague matters. Data is now
sufficient to enable persistent areas of weakness to be proactively addressed. Better Together Lunches were introduced during 2024.
These are informal sessions allowing smaller groups of colleagues to engage directly with individual directors of the Company. They
are considered a good way for genuine colleague engagement allowing NEDs to have open conversations and making NEDs more
accessible to colleagues across the business. Following a broader review of project implementation earlier this year (subsequent to a dip
in engagement scores), the business took an action to specifically include workforce engagement as a consideration of Project Initiation
Documents. This has been implemented and is being managed by the Change Committee. The Executive Leadership team (specifically
the COO with whom most engagement takes place) were considered open to receiving employee feedback and take proportionate
actions where required. An update was provided to the Board at its September meeting.
The Board concluded that the governance structure and current stakeholder engagement practices in general, remained effective.
Section 172(1) Statement continued
49
S T R A T E G I C R E P O R T
Section 172(1) Statement continued
KEY STAKEHOLDERS
KEY PRIORITIES
ENGAGEMENT ACTIVITIES IN 2024
Shareholders, potential
investors and debenture
holders
Investment from shareholders
and debenture holders
makes up the majority of the
Company’s capital, funding
the principal investment
activities. Shareholders also
hold the Board accountable
to its investment and
governance objectives.
To deliver against our stated
objective to provide long-term
capital growth in real terms
and a steadily increasing
income.
To provide a fair, balanced
and understandable
representation of the
Company and the Group’s
position, performance,
business model and strategy.
• Distribution of the Annual and Half Year Reports
• Registrar call centre/company secretarial inbox
• Award nominations and wins*
• Circulation of debenture compliance certificates
• Engagement via the press and social media platforms including
LinkedIn
• AGM*
• Institutional investor meetings (c.30 held in 2024)*
• Analyst and shareholder meetings*
• Quarterly dividends
• Daily NAV publications
• Monthly Factsheets
• WIN: Widening Investor Networks**
• Website Refresh
Client and referral partners
Clients and referral partners
help to create, maintain
and grow demand for our
IPS services. Their feedback
is encouraged to help us
continue to improve as
a business.
Seek to provide peace of mind
to our clients through delivery
of an excellent service.
• Client care meetings
• IPS wide client and referrer survey issued June 2024
• Annual and/or other periodic reviews
• Lens photography competition*
• Annual Pensions Debate*
• Lawyers Referral Network, including three meetings of the wider
legal and consulting networks.
• Website Refresh
Employees
Our people are key to our IPS
operations and we rely on
their support and expertise to
deliver peace of mind through
service excellence.
To provide a diverse and
inclusive workplace which
supports our people to grow
their careers in a way that is
both meaningful to them and
promotes the delivery of our
long-term strategy.
• Employee wellbeing week
• Quarterly meetings on colleague matters between the Workforce
Engagement Director, COO and Head of Human Resources
• Informal NED Better Together lunches where NEDs meet small
groups of employees
• Celebration of culture* and values via our annual culture week
• Monthly culture carrier awards
• Quarterly eNPS surveys
• Monthly all-staff hybrid business updates
• Bi-annual all-staff financial performance updates
• NED visibility/attendance at key business updates for colleagues*
• Community groups to bring our people together
• Learning and development training modules
• Team and Company-wide events
• Reports from Business and Department Heads at Board meetings*
• Financial Planning Sessions
• Contact/escalation for whistleblowing matters
* Direct engagement with members of the Board. All other items are overseen by management and reported to the Board or its Committees, as appropriate.
** Further information on our WIN programme can be found on the inside front cover
Key priorities and main methods of engagement with key stakeholders in 2024
lawdebenture.com
50
STRATEGIC REPORT
Section 172(1) Statement continued
KEY STAKEHOLDERS
KEY PRIORITIES
ENGAGEMENT ACTIVITIES IN 2024
Principal service providers
We rely on our service providers to
manage our Investment Portfolio
and provide the infrastructure and
advice to meet our shareholders’
expectations, service our client
base and remain compliant with
legal and regulatory requirements.
Our principal service provider is
the investment manager, Janus
Henderson Investors. Key suppliers
include our joint corporate brokers,
registrar, depositary/global
custodian and external auditor.
To provide a clear
framework and open
communication channel
between us and our
key service providers to
facilitate the best possible
investment outcomes for
our shareholders.
• The investment managers attend all scheduled Board
meetings*
• Annual review of the investment managers’ controls and
compliance
• Informal meetings between investment managers, PR and
Marketing team and LawDeb Marketing Director in order to
streamline processes and share best practice marketing
• Regular meetings with custodian and depositary
• Regular meetings with our corporate brokers*
• Annual service review with our registrar
• Active engagement with large suppliers of the IPS infrastructure
Governmental agencies/regulatory bodies
We have a duty to ensure we
are compliant with any laws,
regulations and applicable best
practice. We also ensure that
we engage in consultations and
relevant discussions regarding
new implementations or updates
that might affect any of our key
stakeholders and our ability
to operate effectively within
the market.
To comply with existing laws,
regulations and applicable
best practice and to
contribute to discussions
when these are being made,
in the best interests of
shareholders and our other
key stakeholders.
• Responses to external consultations on proposed legal and
regulatory changes including the corporate director ban,
director verification and the UK Corporate Governance Code
changes affecting corporate reporting and the responsibility of
audit committee and audit standards
• Regulatory and compliance updates to the Board and its
Committees by Legal, CFO, Company Secretary and Group
Risk team
Community and the environment
We recognise that we are
stewards of our community
and the environment and that
investment geared toward these
helps to improve economic
stability and build a more inclusive
community. This in turn contributes
to the Company’s sustainability
and subsequently helps us to
deliver on our objective for our
shareholders in light of our key
stakeholders’ interests.
To act responsibly as an
institutional shareholder
and to ensure we have
a positive impact on the
Company’s operations,
the community and our
environment.
• ESG reporting into the Audit and Risk Committee
• ESG page on Group website, including publishing our
Environmental policy
• Charity group supporting chosen charities
• Largely paperless offices and increased recycling in all offices
• Deemed consent for shareholders to receive electronic
communications
• Energy efficient office buildings in London, Manchester
and Sunderland
• Voluntary TCFD disclosures
• Minimal carbon emissions
• Increased regular communications from the ESG committee
on initiatives
• Designated ESG section in our annual report
• Increased employee engagement (see above) and diversity,
equity and inclusion initiatives in the last two to three years
• Octopus electric car scheme offered as benefit in kind
to employees
• Volunteering opportunities at Whitechapel Mission
* Direct engagement with members of the Board. All other items are overseen by management and reported to the Board or its Committees, as appropriate.
Key priorities and main methods of engagement with stakeholders in 2024
51
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S T R A T E G I C R E P O R T
Section 172(1) Statement continued
Key strategic decisions impacting stakeholders in 2024
Where appropriate, information or feedback received from shareholders and other key stakeholders are routinely reported to the Board
by the Executive Leadership team, Legal, the Company Secretary, IPS Business Heads, the Group Risk team and the investment managers.
During the year, the Board made decisions to deliver against our strategy, whilst considering the different interests of our stakeholder
groups and the impact of key decisions upon them. Each decision taken by the Board is with a view to ensuring that we deliver on our
commitment to our shareholders to deliver peace of mind through long-term capital growth and steadily increasing income. The
following provides an overview of some of the key decisions taken and how integral our stakeholders are in the Board’s decision-making
process.
1) WEBSITE REFRESH
Following feedback from website users, use of analytics and internal review we identified aspects of our website that needed to be
improved particularly in relation to making the website easier to navigate and more user friendly for shareholders. Our marketing
team ran a project to understand the needs of our users and to design and launch a new Law Debenture website to meet them, as
described in the case study on page 49.
2) IPS LEADERSHIP RESTRUCTURE
Over the summer we reorganised the IPS leadership structure to support the continued transformation journey of the business. Our
new CTO also joined the CEO, COO & CFO on the Executive Leadership team (‘ELT’), thereby increasing strategic and decision-making
capacity. We also expanded the team who directly support and influence the ELT in delivering strategic priorities via a broader senior
team and new governance structure of committees centred around expertise, experience and accountability.
The new committee membership includes investment trust directors to represent our shareholders, commercial business heads to
represent our clients, HR to represent our people, and our ESG manager among others.
3) CONTINUED INVESTMENT IN DELIVERING LONG-TERM IPS REVENUE GROWTH THROUGH OUR TARGET
OPERATING MODEL
In support of our commercial growth plans, we are progressing on an ambitious programme to transform and future-proof our
operating model. The investment in our culture and in centralising and modernising our support services signposted here over
the last few years has put us in a strong position from which to deliver this operational transformation. The objective is to organise
ourselves in a way that drives scalable, controlled growth underpinned by great technology which allows our people to focus on
delivering excellent outcomes for our clients. We believe that this will not only benefit our clients, but it will deliver better returns for
our shareholders though improved margins and financial control, and for our people as they have more time for the interesting,
challenging and purposeful work that attracts the best talent to LawDeb.
4) REFERRAL NETWORK
LawDeb’s Business Development function is in very regular contact with key stakeholders, right across the legal sector. This, coupled
with hosting annual Law Firm events, results in us generating a robust and repeating pipeline of new business opportunities for all our
IPS businesses, whilst continuing to build wider trust and credibility.
What began as an annual event for our network of lawyers in private practice in London in 2021 has since been expanded to include
our wider legal and consulting networks in Manchester and Hong Kong, with LawDeb’s Business Development and Marketing team
now responsible for running three events annually, during September and October, hosting 250+ lawyers from major international law
firms to regional UK firms and smaller corporate boutiques.
STRATEGIC REPORT
Environmental, Social and Governance (‘ESG’)
Group approach to ESG
ESG considerations may help to underpin sustainable long-term
returns for our shareholders, as well as promoting behaviours
aligned to our corporate purpose and values.
In 2024, we continued with our voluntary TCFD disclosures, and
increased our IPS Corporate Social Responsibility initiatives
through food donation drives to local charities, and enhanced
waste reduction initiatives to support staff members to reduce
waste and protect our environment. In 2025 we continue to
increase ESG awareness across the Group via education,
communication, and a range of activities.
ESG considerations when investing
Whilst we are not positioned as an ESG investment trust, our
investment managers integrate ESG factors as part of their
fundamental stock analysis. The investment managers consider
ESG risks that are material and could impact a company’s
prospects. These risks would be likely to have a significant
impact on the financial condition or operating performance
of a business, and have the potential to influence investment
decisions. Our investment managers also evaluate a company’s
ability to manage these risks when choosing to invest or divest in
a company. ESG factors are considered to be material if omitting,
obscuring or misstating them could be reasonably expected to
influence investment decisions.
Whilst ESG data is considered, the managers’ approach to ESG is
more qualitative which means that companies with weaker ESG
risk profiles are not automatically excluded from the portfolio.
The managers do not explicitly exclude any stocks or sectors,
but they will divest or not invest in companies where company
management are not considered to be appropriately managing
risks, or where they believe companies do not present an attractive
risk reward proposition.
The team proactively engages with senior management on key
ESG issues and risks, assessing their responses and subsequent
actions. Typically, the managers meet at least annually with the
companies held in the Portfolio with part of the discussion covering
material ESG concerns.
Environmental
As a business, we are conscious that our decisions could impact
the environment. The Group’s Scope 2 carbon emissions arise from
its consumption of energy in maintaining its offices. Our London
and Manchester offices use 100% renewable energy with no carbon
emissions and are each built according to high sustainability
standards. These zero carbon sources represent approximately
80% of energy use in offices across the Group.
Environmental and Social Case Study: Investment managers’ engagement with
Rio Tinto over mine closures
We engaged with Rio Tinto, specifically with the Head of Mine Closures, to discuss the company’s approach to managing its legacy
assets. Our conversation covered the mapping of these assets, the allocation of closure responsibilities across different regions,
and the criteria for determining the extent of remediation efforts. Given Rio Tinto’s 151-year history, the company has a substantial
number of sites to manage. While the company strives to comply with local regulations, it places significant emphasis
on the social aspects of mine closure and the impact on local communities. Rio Tinto recognises that, although closure
standards may vary by region, reputational damage is a global concern that can affect future operations.
ESG materiality disclaimer
The Company integrates ESG but does not pursue a sustainable investment objective or otherwise take ESG factors into account in
a binding manner. ESG integration is the practice of incorporating material environmental/social and governance information or
insights in a non-binding manner alongside traditional measures into the investment decision process to improve long-term financial
outcomes of portfolios. ESG related research is one of many factors considered within the investment process.
53
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54
S T R A T E G I C R E P O R T
Environmental, Social and Governance (‘ESG’) continued
The Group is not yet required to calculate Scope 3 emissions.
The following describes the methodology used to calculate our
Scope 2 emissions. Where available, direct energy bills from office
energy consumption are used. Energy bills are pro-rated where we
share office space in the building. The CO2e of the energy provider
is used with this data to calculate the net emissions impact. In our
smallest office space, which forms part of a much larger building,
accurate data on energy consumption is not readily available so
we used an alternative calculation methodology of an average of
Group energy consumption per employee.
The Group does not have defined “net zero emissions” targets as
we do not yet calculate Scope 3 emissions. The parent company,
The Law Debenture Corporation p.l.c., heads the Group and
reports on the streamlined energy and carbon reporting (SECR)
regulations in the table above. None of the Group subsidiaries
meets the SECR regulations at an individual level.
Law Debenture offers staff the option to participate in 100% electric
salary sacrifice scheme from Octopus Electric Vehicles. These are
leased by staff directly and do not form part of a group fleet of
vehicles, therefore emissions from these vehicles are not included
in the emissions data table above.
Greenhouse gas reporting definitions
Carbon greenhouse gas (‘GHG’) usage is calculated and
presented in three categories using The Greenhouse Gas (‘GHG’)
Protocol:
Scope 1 – direct GHG emissions from combustion in owned or
controlled boilers, vehicles (nil consumption for Group)
Scope 2 – energy emissions from own consumption of purchased
electricity, heat, steam and cooling – e.g. offices where we are in
control of our energy
Scope 3 – other indirect emissions of wider operational reach
including investments, business travel, supply chain, and office
energy not captured in Scope 1 or 2.
Environmental Case Study: Our IPS
business incorporating sustainability
in the selection of infrastructure
managers
A significant UK defined benefit scheme, managed by our
pensions trustee team, was transitioning into infrastructure
assets with a substantial investment allocation. The
investment adviser organised a “beauty parade” featuring
three highly rated managers in this sector. At the conclusion
of the selection day, two managers were identified as
preferred providers. However, the Trustees raised concerns
regarding the sustainability characteristics of certain assets
within the energy sector of one of the funds, leading to the
process being paused to conduct further due diligence.
Additional discussions were held both internally, through a
“peer panel” comprising four independent Law Debenture
Trustee Directors and consultations with two other Trustees
with expertise in this area, and externally, with an ESG
expert from the investment consultancy. These discussions
aimed to assess the ESG characteristics and risks of the
relevant assets in the context of a future energy transition.
As a result, the Trustees decided to introduce a
fourth asset manager into the process, who was
ultimately appointed in place of one of the initially
preferred managers.
Emissions data (unaudited)
Energy consumption
kWh
As at 31 December
2024
2023
Scope 11
—
—
Scope 2 2
637,995
625,356
Approximately 87% energy is generated from UK operations, with
the remainder from our overseas offices.
Carbon emissions
Tonnes of CO2e
As at 31 December
2024
2023
Scope 1 1
—
—
Scope 2 2
34.00
36.43
Approximately 13% carbon emissions are generated from UK
operations as most of our UK office space is powered by zero
carbon emissions fuel sources. Approximately 87% of carbon
emissions are from our overseas offices.
Intensity ratio
Tonnes of CO2e per £000 of IPS revenue*
As at 31 December
2024
2023
Scope 1 1
—
—
Scope 2 2
0.0006
0.0006
1 The Group has nil Scope 1 emissions.
2 Emissions from purchased electricity in our offices, market-based.
* The ratio used “Tonnes of CO2e per £000 of IPS revenue” uses IPS revenue
from notes to the accounts “6. Segment analysis”. As we are calculating
Scope 2 emissions (energy used in our offices), IPS revenue is used in the
ratio, as the Portfolio has nil Scope 1 and 2 CO2e emissions. The energy
calculations have not been externally audited.
55
STRATEGIC REPORT
Environmental, Social and Governance (‘ESG’) continued
Task Force on Climate-Related Financial Disclosures (‘TCFD’)
Law Debenture is not required to provide Climate-related Financial Disclosures in accordance with the Companies Act, nor required to
disclose alignment with TCFD recommendations as an investment trust with less than £5bn of Assets Under Management. However, we
are sharing voluntary TCFD across 3 of the 11 TCFD Recommendations available at https://www.fsb-tcfd.org/recommendations/
Fully compliant disclosures have been provided in respect of:
• Governance – disclosures a) and b); and
• Risk management – disclosure a).
In addition, we are partially compliant with metrics and targets disclosure b) (disclosures provided are partially compliant because
Scope 3 emissions are not yet disclosed).
After careful consideration we have chosen to retain our existing TCFD reporting level at this time, in order to focus on areas which are
more significant for our Group to achieve its strategic objectives.
As part of this exercise to understand climate change materiality risks on our financial statements we have undertaken an assessment
and concluded there are no material climate change risks impacting our financial statements.
The Portfolio has no sector exclusions and is not an ESG-focused fund. The Portfolio does not concentrate solely on promoting
environmental and/or social characteristics (which must also have good governance practices) and does not have sustainable
investment as its principal objective. We do not include ESG terms such as ‘responsible’, ‘ethical’, ‘climate’ or ‘social’ in the Company
name. Our IPS business is a low carbon emitter as shown on page 54 on our Scope 1 and 2 emissions data table, which is very low for
an operational business within the FTSE 250 index.
In the table of voluntary TCFD disclosures on pages 56 to 57, we have presented a view of TCFD across the Portfolio and the IPS business
for greater transparency, as opposed to a single set of disclosures for the entire Group.
Our investment managers at Janus Henderson manage our Portfolio. Further information on Janus Henderson’s TCFD disclosures can
be found on its website www.janushenderson.com.
S T R A T E G I C R E P O R T
Environmental, Social and Governance (‘ESG’) continued
VOLUNTARY TCFD REPORTING
GOVERNANCE
Disclose the Company’s governance around climate-related risks and opportunities.
Overview to Governance
The Audit and Risk Committee reviewed the ESG Strategy and Implementation Plan (the Plan) for the Group in July 2022, with further
updates on ESG risks and developments being brought to the Audit and Risk Committee at least annually. We will continue to evolve the
Plan as the industry matures, based on feedback from the Audit and Risk Committee and Board taking into consideration views of key
stakeholders such as shareholders and their representatives. During the year, periodic updates on climate related risks to the financial
statements and horizon scanning are brought to the Audit and Risk Committee for discussion.
Law Debenture does not currently have climate-related goals and targets because it is not an ESG fund. The IPS business is a low direct
carbon emitter see page 54. The Board plans to revisit climate-related goals when TCFD reporting becomes mandatory for investment
trusts of our size.
Portfolio
IPS Business
Within the Portfolio, climate-related risks and opportunities
are assessed where they are considered to be material to
the investment rationale, refer to “ESG Considerations when
investing” on page 53 for further information. This assessment
is alongside the fundamental research that is integral to the
investment process.
There are no sector exclusions in the Portfolio. Instead, the focus
is on active engagement with companies in order to better
understand how climate risks and opportunities are managed.
Interactions and engagements with companies are reported
to the Board on a quarterly basis. These discussions can take
place either directly via the investment managers or via Janus
Henderson’s Governance and Stewardship team.
Climate-related risks and opportunities are overseen by our ESG
Committee. The ESG Committee is made up of a cross-functional
mix of Law Debenture employees to drive, create and review Law
Debenture’s ESG policies for approval by Executive Leadership and
the Audit and Risk Committee.
In accordance with this approach, climate-related risks are also
considered as part of our ESG risk management procedures.
In accordance with the Group's policy for identifying risks and
opportunities, risks are identified through a "bottom up" approach
by Business Units and central functions, including the Shared
Services Centre. These are documented, assessed and monitored
in Business Unit risk registers or via the ESG Committee which
oversees the TCFD disclosures and impacts.
STRATEGY
Disclose the actual and potential impacts of climate-related risks and opportunities on the Company’s
businesses, strategy, and financial planning where such information is material.
Overview to Strategy
In undergoing our financial planning, no climate-related impact to our balance sheet or income statement is expected at present and
therefore no financial adjustments are required. This will be reviewed on a periodic basis by the Executive Leadership team and the
Audit and Risk Committee.
Portfolio
IPS Business
Our objective is to achieve long term capital growth in real terms and steadily increasing
income. The aim is to achieve a higher rate of total return than the FTSE Actuaries All Share
Index through investing in a diversified portfolio of stocks.
There are no specific ESG or carbon-related targets. The investment managers seek to
identify material risks and opportunities relevant to each investment case over a variety of
time horizons as per their investment decisions. The need to decarbonise the global economy
over the long term presents potential investment opportunities. For example, industrial gas
company Air Products & Chemicals and sustainable technology company Johnson Matthey
have the potential to benefit from the need to decarbonise. We continue to invest in early-
stage companies, Ceres Power, AFC Energy and ITM, who are developing and manufacturing
technologies that could benefit from decarbonsation trends over the longer term.
The investment managers report to the Board on ESG related considerations as part of their
regular updates.
We are a minor Scope 2 emitter,
from the energy consumed in the
organisation via our offices. Our head
offices use green energy from 100%
renewable energy sources.
Legislative change in relation
to carbon, including reporting
requirements and taxation
implications poses an immaterial yet
emerging risk to our business along
with others in the marketplace and we
must ensure we are able to meet such
reporting requirements.
lawdebenture.com
56
STRATEGIC REPORT
Environmental, Social and Governance (‘ESG’) continued
RISK MANAGEMENT
Disclose how the Company identifies, assesses, and manages climate-related risks.
Overview to Risk Management
Our approach to the identification and assessment of risk management includes a review of climate-related risks that are reported
to the Audit and Risk Committee annually, most recently in December 2024. We have assessed the impact of climate change on the
financial statements of the Group and concluded that presently there are no adjustments required to the financial statements.
We consider climate risk for the Group to be low and it is not considered to be a principal risk under the Group’s scoring assessment of
principal risks in Risk Management on pages 44 to 45 ESG climate regulatory reporting requirements, remain an emerging risk and we
will continue to review this on a regular basis.
Portfolio
IPS Business
Climate-related risks within the Portfolio are predominantly
assessed through investment analysis. This includes scheduled
company reporting, meetings with company management and
access to third party research. Where appropriate we engage
with company management in order to increase climate
disclosures and to set clear and measurable greenhouse gas
reduction targets.
Climate considerations are reviewed at an operational level
where feasible. The majority of direct carbon and energy usage
is via the office locations. There has been an active decision to
move into sustainable premises at our two largest offices, the
London head office and Manchester site (c.80% employees),
which are both sustainable BREEAM offices.
There have been no IPS assets impaired because of climate-
related physical risks.
METRICS AND TARGETS
Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities.
Overview to Metrics and Targets
As the direct climate risk for Law Debenture is low, it has been decided not to accelerate the implementation of metrics or setting
of targets. During the year, we undertook an assessment on calculating Scope 3 emissions across the Group and have decided not
to publish Scope 3 emissions given that a) we are not an ESG fund, and b) due to the highly complex and costly barriers to entry in
calculating this metric in the operational IPS business.
Portfolio
IPS Business
There are currently no KPIs to assess climate-related risks that are
applied to the Portfolio in aggregate.
Our current reporting metric is Scope 1 and 2 carbon emissions,
which we publish on page 54 using the Greenhouse Gas Protocol.
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58
S T R A T E G I C R E P O R T
Environmental, Social and Governance (‘ESG’) continued
Social
Diversity and inclusion
The composition of our Board and Executive Leadership team
reflects a diverse cross section of gender, ethnicity, age and
background. We are proud of the progress we have made and
believe we are reaping the rewards of genuine diversity of thought.
Law Debenture is named as the best performer in the FTSE Women
Leaders Review 2024 for FTSE 250. Law Debenture moved into first
place, from second last year, with 59.1% women in Leadership. We
fully support all the recommendations in this report.
For more information on the progress against diversity and
inclusion objectives please refer to page 76. In January 2025
we published our latest Gender Pay Gap Summary (https://
www.lawdebenture.com/news-insights/lawdebs-gender-pay-
gap-2024) which highlights areas in which we continue to make
excellent progress.
Awards and recognition
Endeavouring to lead by example, we are proud to share the
following achievements in the Social space (see page 61 for our
governance awards):
• Named as the best performer in the FTSE Women Leaders Review
2024 for FTSE 250 – Combined Executive Committee & Direct
Reports, Law Debenture moved into first place, from second last
REPORTING ON GENDER IDENTITY (unaudited)
As at
31 December
Number of
Board
members
Percentage
of the Board
Number of
senior
positions on
the Board
(CEO, COO, SID
and Chair)1
Number in
executive
management2
Percentage
of executive
management2
Number in
senior
management3
Percentage
of senior
management3
Number
in Group
employees
Percentage
of Group
employees
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
Men
4
4
57%
57%
2
3
2
1
50%
33%
8
8
53%
44%
129
136
43%
45%
Women
3
3
43%
43%
2
1
2
2
50%
67%
7
10
47%
56%
172
163
57%
55%
Total
7
7
100%
100%
4
4
4
3
100%
100%
15
18
100%
100%
301
299
100%
100%
REPORTING ON ETHNIC BACKGROUND (unaudited)
White British
or other White
(including
minority-white
groups)
6
6
86%
86%
4
4
4
3
100%
100%
13
16
86%
89%
195
200
64%
67%
Mixed/Multiple
Ethnic Groups
—
—
0%
0%
—
—
—
—
0%
0%
1
1
7%
6%
5
9
2%
3%
Asian/Asian
British
1
1
14%
14%
—
—
—
—
0%
0%
1
—
7%
0%
44
41
15%
14%
Black/African/
Caribbean/
Black British
—
—
0%
0%
—
—
—
—
0%
0%
—
—
0%
0%
20
21
7%
7%
Other ethnic
group, including
Arab
—
—
0%
0%
—
—
—
—
0%
0%
—
1
0%
6%
14
13
5%
4%
Not specified/
prefer not to say
—
—
0%
0%
—
—
—
—
0%
0%
—
—
0%
0%
23
15
7%
5%
Total
7
7
100%
100%
4
4
4
3
100%
100%
15
18
100%
100%
301
299
100%
100%
1 At Law Debenture, the role of COO has been defined as a Senior Board position. The CFO is not a Board position but is a member of the executive management.
2 Executive management report to the Board.
3 Our definition of “senior management” aligns to that of the Parker Review (https://parkerreview.co.uk/). The Parker Review defines senior management as
members of the Executive Committee (or equivalent) and of the senior managers who report directly to the members of the Executive Committee; “ExCo and
ExCo minus one”. We have excluded the CEO and COO who are also members of the Board as well as members of the Executive Committee. Changes to female
representation among senior management largely due to organisational changes. There remains strong female representation across the Group.
59
STRATEGIC REPORT
Environmental, Social and Governance (‘ESG’) continued
Law Debenture has been recognized as a winner of the “Diversity
and Inclusion Initiative of the Year” award, highlighting the
significant efforts in promoting diversity and inclusion within
the organisation.
Case Study: Our IPS business
supporting the issuance of an
Education Bond for Pearson plc
We acted as Trustee on Pearson plc’s £350m bond issue. The
proceeds of the bonds are intended to contribute to improving
access to education; the eligible projects target under-served
learners and communities, including people living below
the poverty line, those with disabilities and the unemployed.
Pearson plc have put in place a Social Bond Framework to set
out how they use proceeds from Educational Bonds with the
aim of helping the United Nations meet their 4th Sustainable
Development Goal – to “ensure inclusive and
equitable quality education and promote lifelong
learning opportunities for all.”
year, with 59.1% women in Leadership. We also top the FTSE 350
and Top 50 Private Companies Sector Rankings for Financial
Services.
• Three of our pension trustees were shortlisted in the Women
in Pensions Awards 2024, with Samantha Pitt winning Trustee
of the Year.
• Law Debenture was named winner of the Chartered
Governance Institute UK & Ireland Diversity & Inclusion
Initiative of the Year 2024.
• Law Debenture won the INSEAD alumni balance in business
awards Best Overall Board, Exco and Direct Reports category
which recognises trail-blazing FTSE350 organisations levelling
the playing field for women and men in the workplace.
DE&I considerations are ingrained in the way we operate. A few
of the actions undertaken in 2024 include:
• Ongoing culture initiatives –
Such as Culture Week 2024 to bring together colleagues
across the business to meet and share ideas.
• Training for all staff including unconscious bias, and equality
and diversity topics.
• Encouraging volunteering with our partners –
The Whitechapel Mission in London, and Wood Street Mission
in Manchester.
• Ethnicity and gender shortlisting requirement with our
preferred recruitment providers.
• Supporting our nominated charities of the year, the
Samaritans and Marie Curie, via a wide variety of activities.
Data collection
Data for the table on page 58 which employees are invited
to provide on a voluntary basis at enrolment, is stored in the
HR system. We encourage staff to fill these out but there is no
statutory obligation.
Human rights and modern slavery
The Group believes in the importance of doing business in ways
that value and respect the human rights of our staff, customers,
and business partners.
The Group will not knowingly engage with companies that
use unlawful child labour or forced labour, nor will it knowingly
accept products or services from suppliers that employ or
utilise child labour or forced labour.
Pursuant to the UK Modern Slavery Act, our Modern Slavery
Statement is published on our website (https://media.umbraco.
io/lawdebenture/ygyjjd0w/law-debenture-modern-slavery-
statement-2322024.pdf).
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60
Governance
Good governance is the essence of the commercial offering
through the IPS business. At Law Debenture, we are award-winning
providers of governance services.
As a FTSE 250 PLC, we comply with the requisite laws and
regulations including the UK Corporate Governance Code and the
Financial Conduct Authority’s UK Listing Rules – for further details
see our Corporate Governance report on pages 70 to 73.
As an investment trust, we also adhere to the UK Stewardship Code
(the Code) through our investment manager. The Code sets out
investment standards to be applied by institutional investors, asset
managers and service providers.
Voting
We delegate stewardship activities within our investment portfolio
to our investment managers, whose preference as an active
manager, is to engage with management and boards to resolve
issues of concern rather than to vote against shareholder meeting
proposals. In their experience, this approach is more likely to be
effective in influencing company behaviour. However, where they
believe proposals are not in line with shareholder interests or where
engagement proves unsuccessful, they will vote against.
Law Debenture Voting Summary
During 2024, our investment managers voted on behalf of Law
Debenture at 170 company meetings, including 26 with at least one
vote against management.
S T R A T E G I C R E P O R T
Environmental, Social and Governance (‘ESG’) continued
15% of meetings with at least one
vote against management
85% of meetings where we did not
vote against management
Source: Janus Henderson
using Institutional Shareholder
Services (ISS) categories,
31 December 2024, for the
period 1 January 2024 to
31 December 2024.
Note: Some meetings had
more than one vote against
management.
Notable votes cast against management
proposals:
Toyota – We voted against management in favour of a
shareholder resolution requiring the company to disclose
annually its climate-related lobbying activities.
Notable votes cast in favour of management
proposals:
Ondine – We voted in favour of management, against
the recommendations of our proxy advisor. Our investment
managers acknowledge that early-stage companies can
have some governance shortcomings, in this case board
members with multiple responsibilities. While this does
not adhere to best practise, Ondine is a small, early stage
company and it is aware of the need to deal with this.
Ilika – We voted in favour of management, against
the recommendations of our proxy advisor following
an engagement with management. Our investment
managers believe that the company made sufficient
disclosures to explain the remuneration policies for
senior management, and the company will be working
to improve its discussions with the proxy advisor
going forward.
% of AGMs with at least one vote
against management
Voting by category
39%
Director-related
27%
Compensation
8%
Capitalisation
6%
Other business
5%
Environmental & social
5%
Environmental
5%
Related-party transactions
5%
Social
Source: Janus Henderson
using Institutional Shareholder
Services (ISS) categories,
31 December 2024, for the
period 1 January 2024 to
31 December 2024.
61
Environmental, Social and Governance (‘ESG’) continued
STRATEGIC REPORT
Governance Case Study: Investment managers engaging with Marshalls over
succession planning
Our investment managers recently met with the Chair of Marshalls and an independent director to discuss the unexpected
resignation of the CEO. The Chair aimed to reassure investors about the robustness of the succession planning process. During the
meeting, the Chair provided insights into the selection of the new CEO, who was appointed following a rigorous search process.
The new CEO brings extensive experience in the consumer goods and building products sectors, coupled with strong
commercial acumen. To ensure stability within the management team, the COO will assume additional responsibilities.
The new CEO will continue to implement the existing business strategy, with the outgoing CEO remaining in the role for a
year to facilitate a smooth transition.
IPS as a provider of governance services
From its origins over 135 years ago Law Debenture has diversified
to become a group providing a range of governance services,
further details of which can be found in the Chief Executive
Officer’s review found on pages 11 to 19.
Examples of awards and achievements within our governance
services include:
• Our whistleblowing business, Safecall, wining UK Business of
the Year in the Business Brilliance Awards in January 2025.
• Three of our pension trustees were shortlisted in the Women in
Pensions Awards 2024 with Samantha Pitt winning Trustee of
the Year.
• Our Corporate Secretarial Services business was shortlisted in
the Service Provider of the Year category at the 2024 Chartered
Governance Institute UK & Ireland awards.
Law Debenture ESG Committee
The ESG Committee met six times during 2024 and is chaired
by the Group ESG Manager who also attends meetings of the
Audit and Risk Committee. ESG matters relating to strategy are
escalated to the Board for approval.
For 2025, the ESG Committee and Audit and Risk Committee
will continue to drive forward the Group’s commitment to the
environment, social responsibility, corporate governance and
sustainability and take the necessary steps to enhance its
disclosures to investors and the wider market.
This report was approved by the Board of Directors on 11 March
2025 and signed on its behalf by:
Law Debenture Corporate Services Limited
Company Secretary
Law Debenture COO, Trish Houston, and Safecall Managing Director,
Jo Lewis, receiving “UK Business of the Year” award at at the BOC
Global Events and Training Group International Brilliance Awards
2025.
C O R P O R A T E G O V E R N A N C E
The Board and Executive Leadership
Clare Askem
A R N Senior Independent Director, Workforce Engagement and Whistleblowing
Champion
Appointed to the Board on 10 June 2021.
Experience: Clare has extensive background in strategic development and in-depth experience in
business change and digital transformation. Previously, Clare was managing director of Habitat at
Sainsbury plc and was a director on the Sainsbury’s Argos operating board. Prior to her role at Habitat,
she held a number of executive positions at Home Retail Group plc including director of strategic
development, chair of the group’s technology committee and director on the operating board for
Homebase. Prior to these roles, Clare also held other executive positions at Dixons Carphone plc.
Skills and Contribution: Strategy, Corporate Transactions and Digital Marketing and Distribution.
External Appointments: Clare is a non-executive director of Portmeirion Group PLC and IG Design
Group plc.
Robert Hingley N R Board Chair, Independent Non-Executive Director
Appointed to the Board on 1 October 2017 and appointed Chair 11 April 2018.
Experience: A corporate financier with over 30 years’ experience, Robert was a partner at Ondra LLP
until October 2017. From 2010 until 2015, he was a Managing Director, and later Senior Advisor, at Lazard.
He was previously Director-General of The Takeover Panel from 2007, on secondment from Lexicon
Partners, where he was Vice Chairman. Prior to joining Lexicon Partners in 2005, he was Co-Head of the
Global Financial Institutions Group and Head of German Investment Banking at Citigroup Global Capital
Markets, which acquired the investment banking business of Schroders in 2000. He joined Schroders in
1985 after having qualified as a solicitor with Clifford Chance in 1984.
Skills and Contribution: Strategy, Corporate Finance, Corporate Governance and Mergers and Acquisition.
External Appointments: Robert is currently the chairman of Phoenix Spree Deutschland Limited, Euroclear
UK and International Limited and Marathon Asset Management. He is also a member of the Takeover Panel.
Denis Jackson Chief Executive Officer (CEO)
Appointed to the Board on 1 January 2018.
Experience: Denis joined Law Debenture in July 2017 as Chief Commercial Officer. Previously he was at
Capita plc as director of new business enterprise, having been a director at Throgmorton UK Limited
(which Capita acquired). Prior to that, Denis was regional general manager – Europe and the United
States – for Tibra Trading Europe Limited, a FCA regulated proprietary trading company, which he joined
from Citigroup (formerly Salomon Brothers). He spent almost 20 years there in a variety of roles including
in Treasury (both in New York and London), as Head of the Finance Desk in Hong Kong, Head of Fixed
Income Prime Brokerage in New York and ultimately, Head of EMEA Prime Brokerage Sales.
Skills and Contribution: Strategy, Commerce, Corporate Finance and Governance, Operational and
Transactional leadership in regional organisations.
Trish Houston Chief Operating Officer (COO)
Appointed to the Board on 2 September 2020.
Experience: Trish brings 20 years of experience in leadership roles in the financial services industry.
Previously, she was a member of the senior management team at JDX Consulting Limited, where she
had executive responsibility for HR, IT and facilities and oversaw the merger of three businesses. Prior to
that, Trish was a Partner at Ruffer LLP, where she held several roles including global head of HR and global
head of risk. Trish was also a member of the investment management team at PricewaterhouseCoopers
LLP and worked in their offices in the UK, Australia and Switzerland.
Skills and Contribution: Operational Growth, Risk Management, Strategy and Human Resource
Management.
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CORPORATE GOVERNANCE
Maarten Slendebroek
A R Independent Non-Executive Director
Appointed to the Board on 11 January 2024.
Experience: Maarten has over 35 years of investment management experience and extensive
knowledge in strategic development having previously worked as distribution and strategy director and
later CEO of Jupiter Fund Management plc until November 2019. Before then he was managing director
and head of international retail at BlackRock for over 18 years.
Skills and Contribution: In depth knowledge of the Financial Services Sector, Fund and Investment
Management, Strategic Development and Governance.
External Appointments: Maarten is currently the chairman of the supervisory board at Robeco
(Rotterdam), Mintus Group and Brooks Macdonald Group plc. He also serves on the board of trustees for
the Orchestra of the Age of Enlightenment Trust.
Isla Pickering
Chief Financial Officer (CFO)
Spencer Knightsbridge
Chief Technology Officer (CTO)
Executive Leadership
As mentioned earlier in the report, our new CFO and CTO joined the CEO and COO as part of the Executive Leadership team.
Claire Finn
R A N Independent Non-Executive Director and Consumer Duty Champion
Appointed to the Board on 2 September 2019.
Experience: Claire’s background is in the UK asset management, pensions and insurance industry,
with her most recent executive experience at Blackrock, where she spent almost 13 years, rising to
become managing director and head of UK DC, Unit Linked and Platforms, responsible for strategy,
innovation and growth.
Skills and Contribution: Investment Management, Distribution to retail and institutional investors,
Strategic Innovation and Growth in the UK asset management, pensions and insurance industries
and Corporate Governance.
External Appointments: Claire is the chair of UBS Asset Management Life Limited and a non-
executive director of Artemis Fund Managers Limited, Sparrows Capital Limited, Octopus Apollo VCT
and Baillie Gifford Shin Nippon Public Limited Company.
Key
A Audit and Risk Committee
R Remuneration Committee
N Nomination Committee
Committee Chair
Pars Purewal
A R N Independent Non-Executive Director
Appointed to the Board on 16 December 2021.
Experience: After a career spanning more than thirty-five years, Pars retired as a senior partner
of PricewaterhouseCoopers (PwC) in June 2019. His experience included being PwC’s UK Asset
Management leader for ten years and finance partner for both asset and wealth management. He
was also chair of the Audit Committee of both Brewin Dolphin Holdings PLC and Federated Hermes
International.
Skills and Contribution: In depth knowledge of the Financial Services Sector, Auditing and Accounting,
Fund Management, Risk Management and Compliance.
External Appointments: Pars is currently a Fellow of the ICAEW, Chairman of Finsbury Growth & Income
Trust PLC and Royal London Asset Management Holdings Limited, and is a non-executive director of
Royal London Mutual Insurance Limited.
63
Charlotte Drake
‘He who commands the sea has
command of everything’ Themistocles
– LawDeb Lens 2022
C O R P O R A T E G O V E R N A N C E
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CORPORATE GOVERNANCE
The Directors present their Annual Report and the audited financial statements for the year ended 31 December 2024. The Company
operates as an investment trust in accordance with sections 1158-1159 of the Corporation Tax Act 2010 as amended (‘CTA 2010’) and has
been approved as such by HM Revenue & Customs. In the opinion of the Directors, the Company has conducted its affairs so as to enable
it to continue to be an approved investment trust under the CTA 2010. The Company, which is not a close company, is registered as an
investment company as defined in section 833 of the Companies Act 2006 and operates as such. The Directors consider that the Group
operates as a going concern.
The Corporate Governance report forms part of the Directors’ Report.
Essential contracts
In the view of the Board, the only contract that is essential to the
business of the Group is the investment management agreement
with Janus Henderson, details of which are set out in the Strategic
Report on page 37.
Financial instruments
The Company’s financial instruments, financial risk management
objectives and policies arising from its financial instruments and
its exposure to risk are disclosed in note 19 to the Accounts.
Revenue, dividends and reserves
The Group statutory revenue return attributable to shareholders
for the year ended 31 December 2024 was 33.48 pence per share.
The Directors recommend a final dividend of 9.5 pence per share,
which, together with the three interim dividends of 8.0 pence paid
in each of July and October 2024 and January 2025, will produce
a total of 33.5 pence per share if approved by shareholders at the
AGM (2023: 32.0 pence). The final dividend will be paid on 16 April
2025 to holders on the register on the record date as at 21 March
2025. After deduction of the interim and 2023 final dividends of
£43.6m (2023: £41.2m), consolidated revenue reserves increased by
£2.3m (2023: increased by £0.1m).
Directors
The Directors at the date of this report are listed on pages 62 and
63. All Directors held office throughout the year, other than Maarten
Slendebroek who was appointed on 11 January 2024 and Tim Bond
who retired from the Board at the AGM held on 28 March 2024 after
serving his nine year term.
All Directors are required to stand for re-election every year
(or election at the next AGM following appointment). The list of
candidates, which the Board supports, is set out in the Notice
of AGM. The particular skills and experience that each Director
contributes to the long-term sustainable success of the Company
and the Group may be found on pages 62 and 63.
Directors’ conflicts of interests
The Directors have a statutory duty to avoid conflicts of interest.
The Board has in place appropriate procedures to deal with
conflicts and potential conflicts, including an annual review, and
can confirm that those procedures are operating effectively.
Whether any new conflicts are to be declared is also considered at
each Board meeting. Each Director has declared all matters that
might give rise to a potential conflict of interest and these have
been considered and, where necessary, approved by the Board.
Future developments
Details of future developments are disclosed in the Chairman’s
statement on page 10 and the Chief Executive Officer’s review on
page 19 in the Strategic Report.
Regulatory obligations
The Company is subject to continuing obligations applicable to
premium listed companies, overseen by the FCA.
Information required to be disclosed in accordance with UK Listing
Rule 6.6.4 is included as referenced below:
Rule
Detail
Where
6.6.1 (1)
Interest capitalised
Note 5, page 132
6.6.1 (6)
Allotment of equity
securities
Note 17, page 143
6.6.1 (2-5) (7-13)
n/a
n/a
Under the Alternative Investment Fund Managers Directive (‘AIFMD’)
the Company is required to appoint an “Alternative Investment
Fund Manager” (‘AIFM’), which must be appropriately regulated by
the FCA. The Company has elected to be its own AIFM.
The AIFM is required to provide portfolio management, risk
management, administration, accounting and company secretarial
services to the Company. All of these functions, barring portfolio
management which continues to be delegated to Janus Henderson,
are undertaken by the Company. The Company has appointed
NatWest Trustee and Depositary Services Limited, as depositary
under Article 36 of the AIFMD. A fee is payable for this service, being
0.0225% per annum of the calculated monthly NAV. As part of its
duties, the depositary is responsible for custody of the Company’s
Portfolio assets, and has appointed HSBC Bank plc (which has been
the Company’s custodian for many years) as sub-custodian.
AIFMs are obliged to publish certain information for investors and
prospective investors and that information may be found either in
this Annual Report or on the Company’s website at https://www.
lawdebenture.com/investment-trust/corporate-governance#the-
alternative-investment-fund-managers-directive-(aifmd).
The AIFMD requires us to report on ‘leverage’. This is slightly different
from gearing (refer to page 160), leverage being any method of
borrowing that increases the Company’s exposure, including the
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Directors’ Report continued
borrowing of cash and the use of derivatives. It is expressed as a
ratio between the Company’s exposure and its NAV and must be
calculated on a ‘gross’ and a ‘commitment’ method. Under the
gross method, exposure represents the sum of the Company’s
positions after the deduction of sterling cash balances, without
taking into account any hedging and netting arrangements.
Under the commitment method, exposure is calculated without
the deduction of sterling cash balances and after certain hedging
and netting positions are offset against each other. At 31 December
2024, the leverage calculated under the gross method was 1.16, and
under the commitment method was 1.19.
ESG considerations
The Group gives ongoing consideration to ESG factors in both the
management of the Portfolio and the IPS business. This is reflected
throughout the Strategic Report on pages 8 to 61.
Our energy and carbon emissions are reported in the ESG section
on page 54.
Repurchase and issue of shares
At the 2024 AGM, the Directors were given power to buy back up
to 19,666,035 ordinary shares or, if less, the number of shares
equal to 14.99% of the Company’s issued share capital at that
date. During the year, the Company did not repurchase any of its
shares for cancellation. This authority will expire at the 2025 AGM.
The Company intends to seek shareholder approval to renew its
powers to repurchase shares for cancellation up to 14.99% of the
Company’s issued share capital if circumstances are appropriate,
at the 2025 AGM.
The Directors were also given power to allot up to 13,119,436 ordinary
shares at the 2024 AGM. From the 2024 AGM to the 11 March 2025 the
Company issued a total of 1,401,388 ordinary shares under its share
issuance programme and its SAYE scheme. The authority will expire
at the 2025 AGM at which the Company intends to seek shareholder
approval to renew its powers to issue shares up to 20% of the
Company’s share capital in issue at 11 March 2025.
Cancellation of share premium account
The share premium account is a non-distributable reserve and the
Company is therefore unable to use it, amongst other things, for
justifying distributions to shareholders, including the payment of
dividends. As at 31 December 2024, the Company had distributable
reserves of approximately £34,283,000 and an amount standing
to the credit of the Company’s share premium account of
£119,449,000.
Accordingly, in order to enhance the Company's distributable
reserves position, the Company is seeking shareholder approval
at the AGM to cancel the Company’s share premium account. If
approved by shareholders and subsequently by the Court, this
will result in an increase of the Company’s distributable reserves
and thereby support the Company in achieving its objective of
increasing the Company's dividend over time.
Donations
The Company made charitable donations totalling £1,750 (2023:
£1,520 to Place2Be) to The National Brain Appeal, London’s Air
Ambulance Charity, Enthuse and SANE. The Company did not make
any political donations (2023: £nil).
Share capital and significant shareholdings
The Company’s share capital is made up of ordinary shares with a
nominal value of 5 pence each. The voting rights of the shares on
a poll are one vote for every share held. There are no restrictions
on the transfer of the Company’s ordinary shares or voting rights
and no shares which carry specific rights with regard to the control
of the Company. There are no other classes of share capital and
none of the Company’s issued shares are held in treasury. As at
31 December 2024, there were 132,594,209 ordinary shares in issue
with 132,594,209 voting rights. Note 17 includes details of share
capital changes in the year.
As at 31 December 2024, there were no shareholders that had
notified the Company of a beneficial interest of 3% or more of the
issued share capital. Additionally, no such disclosures had been
made to the Company as at 11 March 2025. Share information as
required by section 992 of the Companies Act 2006 appears at
pages 37 and 143.
Workforce engagement
Clare Askem is appointed as our Workforce Engagement Director.
Some of her responsibilities include:
• Being available to employees to discuss their views on working
conditions and other relevant work-related matters or concerns.
• Understanding and interpreting the views of the workforce.
• Reporting the views of the workforce to the Executive Leadership
team and the Board.
• Agreeing an annual calendar of engagement events with the
Group Company Secretary.
• Providing feedback on existing workforce engagement
mechanisms.
Further details regarding the workforce engagement that was
conducted during the year as well as a review of the effectiveness
of our workforce engagement mechanisms can be found in the
Section 172(1) Statement on page 49.
Disability statement
We have policies in place to ensure that full and fair consideration
is given to applications for employment from disabled persons,
where they are able to adequately fulfil the role requirement.
Whilst we endeavour to build our workforce from within, we
also recognise the benefit of introducing new talent into our
organisation and sometimes need to look externally for strong
talent. We search for candidates through a number of different
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CORPORATE GOVERNANCE
avenues, which allows us access to a more diverse candidate pool.
One of our key criteria when selecting our recruiting partners is to
ensure our values are aligned. We also actively review recruitment
procedures on a regular basis to encourage applications from and
the employment of, persons with disabilities.
We are committed to promoting equal opportunities for
colleagues with disabilities and we continue to review our
policies and practices to ensure that persons with a disability
do not encounter obstacles or discrimination throughout the
application, training, promotion and career development stages.
Wherever possible we will retain the services of a colleague
who is or becomes disabled, including retraining and/or
redeployment where reasonable and practicable. 5.4% of our
colleagues have declared a disability.
Shareholder relations
The Board encourages communication with shareholders on
matters of mutual interest throughout the year. The Executive
Leadership team has primary responsibility for managing regular
and effective communications with analysts and institutional
investors on various matters such as operational, financial
performance and strategy. The Board and Committee Chairs
are also available upon request to meet with shareholders and
they ensure that the Board/Committee as a whole have a clear
understanding of investors’ views, taking these into consideration
when making decisions, as appropriate.
The Board recognises the value of the AGM as an opportunity to
communicate with shareholders and encourages their participation.
Separate resolutions are put to the AGM on each issue. The number
of votes lodged for and against each resolution and the number
of votes withheld are published immediately after the AGM to the
London Stock Exchange and on the Company’s website.
In March 2024, the Board was pleased to have been able to
engage with shareholders in person during and after its AGM.
Shareholders engaged with us on the growth prospects of certain
portfolio companies, the macroeconomic conditions at the time,
potential investment opportunities, the state of the UK market
given increasing trends towards the United States, monitoring
the current portfolio, the future of the Pensions Trustee business,
share price performance, professional indemnity insurance,
investment decisions and the potential impact to the business of
a change in UK government. We also published a video recording
of our AGM, in addition to the PowerPoint presentation, on our
website for year-round access.
In line with governance recommendations, if 20% or more of
the votes cast were against any Board resolution, the Company
would announce the actions it intended to take including
consultation with shareholders and a summary on the outcome
of those discussions. The Board confirms that none of the
resolutions put to shareholders at the AGM in 2024 received more
than 20% votes against, of the votes cast.
Shareholders are sent a copy of the Annual Report, which
includes our Notice of AGM, at least 21 clear days before the
AGM. The Company also provides this service to shareholders in
nominee companies where the nominee has made appropriate
arrangements. Details of the 2025 AGM are set out at pages 166
to 167.
The Company is within scope of the Consumer Duty regulations.
Claire Finn is the Board’s Consumer Duty Champion. An
Assessment of Value and Consumer Duty report, which assesses
whether the Company’s shares provide value to its retail
shareholders, is presented annually to the Board for approval.
This assessment also includes a summary of all shareholder
communications and any complaints received during the year,
as well as a review of the Company’s shareholder engagement
policy and target market assessment.
The Company’s website has a dedicated shareholder
information section, which includes all Regulatory News Service
announcements, our monthly factsheets about the Portfolio’s
performance, a financial calendar, previous annual and half-
yearly reports and other important shareholder information are
available for download.
Other engagement activities undertaken during 2024 may be
found on page 50 and 51 of the Section 172(1) Statement.
Other stakeholder relations
Day-to-day relationships with the Company’s key stakeholders are
managed by the Executive Leadership team, the Group Company
Secretary and IPS Business Heads and where appropriate, their
activities are reported to the Board. The Board, directly or through
its Committees, engages or oversees engagement.
The Board is given the opportunity to interact with stakeholders at
employee, client and investor focused events held throughout the
year. Further details may be found in the Section 172(1) Statement
found on page 50.
Investment managers – interests held
Laura Foll held 13,650 shares in the Company as at 31 December
2024 (2023: 13,650). James Henderson did not have a beneficial
interest as at 31 December 2024 (2023: nil), although persons
connected to him had an interest of 134,000 shares (2023: 134,000
shares). In addition, a charity with which James Henderson has non-
beneficial connections owns 117,000 shares (2023: 117,000 shares).
The Company holds no shares in the Janus Henderson Group
or their products. It has been notified that funds managed by
members of the Janus Henderson Group held 50,951 shares in the
Company as at 31 December 2024 (2023: 50,951 shares).
Employee participation/issue of shares
Employees are informed of the financial aspects of the Group’s
performance through regular all staff calls and periodic
management meetings. As with all our shareholders, employees
are able to view the Annual Report online or can request physical
copy. Bi-annual updates, for all staff, on our financial performance
are also held. The Company operates a SAYE scheme in which all
Directors’ Report continued
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Directors’ Report continued
UK established or resident employees are eligible to participate
after completing a minimum service requirement.
Options outstanding under the SAYE scheme as at 31 December
2024 were:
Date of grant
Number of
option holders
Shares
under option
Exercise
price
15 August 2018
2
5,445
606.00p
14 August 2019
11
17,375
592.00p
26 August 2020
15
40,901
539.00p
1 September 2021
22
32,462
778.00p
8 September 2022
16
19,984
781.00p
11 September 2023
31
37,543
775.00p
11 September 2024
27
22,465
897.00p
Employees are invited to participate in our SAYE scheme annually,
where they are given the opportunity to save up to £500 each
month for a period of five years. After five years, employees may
either withdraw their savings and not buy any of the Company’s
shares or exercise the right to purchase shares at a price that is
fixed at the date they entered into the scheme.
Directors’ responsibility for financial reporting
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with international
accounting standards in conformity with the requirements of the
Companies Act 2006 and other applicable laws 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 Group financial statements in
accordance with international accounting standards in
conformity with the requirements of the Companies Act 2006.
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and of the profit or loss
for the Group for that period. The Directors are also required to
prepare financial statements in accordance with international
financial reporting standards adopted pursuant to Regulation
(EC) No 1606/2002 as it applies in the European Union.
In preparing these financial statements, IAS1 requires the
Directors:
• select suitable accounting policies and then apply them
consistently;
• make judgements and accounting estimates that are
reasonable and prudent;
• state whether they have been prepared in accordance with
international accounting standards in conformity with the
requirements of the Companies Act 2006, subject to any
material departures disclosed and explained in the financial
statements;
• state whether they have been prepared in accordance with
international financial reporting standards adopted pursuant
to Regulation (EC) No 1606/2002 as it applies in the European
Union, 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 Group 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 Group’s
transactions and disclose with reasonable accuracy at any time,
the financial position of the Group and enable them to ensure
that the financial statements comply with the Companies Act
2006 and, as regards the financial statements, article 4 of the
IAS Regulation.
They are also responsible for safeguarding the assets of the
Group and for taking reasonable steps for the prevention
and detection of fraud and other irregularities. The Directors
are responsible for ensuring that the Annual Report and
financial statements, taken as a whole are fair, balanced and
understandable and provides the information necessary for
shareholders to assess the Company’s performance, business
model and strategy.
Website publication
The Directors are responsible for ensuring the Company’s Annual
Report and the financial statements are made available on
a website. Financial statements are published on the Group’s
website in accordance with legislation in the United Kingdom
governing the preparation and dissemination of financial
statements, which may vary from legislation in other jurisdictions.
The maintenance and integrity of the Group’s website is the
responsibility of the Directors. The Directors’ responsibility also
extends to the ongoing integrity of the financial statements
contained therein.
Directors' indemnities
The Company has made qualifying third party indemnity
provisions for the benefit of its directors which were made during
the year and remain in force at the date of this report. Directors’
and Officers’ liability insurance cover is also in place in respect
of the Directors. The Company has made qualifying third party
indemnity provisions for the benefit of its Directors and directors
of its wholly owned subsidiaries, and these remain in force at the
date of this report.
Phil Symes
‘Frog on the run’ - LawDeb Lens 2022
Directors’ Report continued
CORPORATE GOVERNANCE
Directors’ responsibility statement
pursuant to DTR4
The Directors confirm to the best of their knowledge that:
• the financial statements have been prepared in accordance
with international financial reporting standards adopted
pursuant to Regulation (EC) No 1606/2002 as it applies in the
European Union and give a true and fair view of the assets,
liabilities, financial position and profit and loss of the Group;
and
• the Annual Report includes a fair review of the development
and performance of the business and the financial position of
the Group, together with a description of the principal risks and
uncertainties that they face.
Auditors
In the case of each Director in office at the date the Directors’
Report is approved:
• so far as each Director is aware, there is no relevant audit
information of which the Group and Company’s auditors are
unaware; and
• they have taken all the steps that they ought to have taken as a
Director in order to make themselves aware of any relevant audit
information and to establish that the Group and Company’s
auditors are aware of that information.
This report was approved by the Board of Directors on 11 March
2025 and signed on its behalf by:
Law Debenture Corporate Services Limited
Company Secretary
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Corporate Governance Report
Corporate governance
The Directors are required to report on how the Company has
applied the main and supporting principles in the UK Corporate
Governance Code (‘the Code’), and to confirm that it has complied
with the Code’s provisions or, where this has not been the case,
to provide an explanation. This report relates to the Code as
published in July 2018, a copy of which may be obtained by
visiting www.frc.org.uk. The Financial Reporting Council (‘FRC’) has
recognised that the Board structure of investment companies,
such as Law Debenture, might affect the relevance of some of the
provisions of the Code. The Company has therefore considered the
provisions of the Code that are applicable to it as a FTSE 250 listed
investment company. This corporate governance statement forms
part of the Directors’ Report and should be read in conjunction with
the Strategic Report on page 8 to 61.
The Board has concluded that, as demonstrated by the disclosures
made throughout the Strategic and Directors’ Reports, the
Company has complied with all of the requirements applicable to
it under the Code.
In January 2024, the FRC published the 2024 UK Corporate
Governance Code (‘2024 Code’), which will apply to listed
companies with financial years beginning on or after 1 January
2025, save for provision 29 relating to risk management and
internal controls, which will apply on or after 1 January 2026. The
Company is already compliant with a number of changes in
the 2024 Code, and management continue to amend working
practices where required to ensure full compliance with the 2024
Code by the given deadlines. Further details about enhanced
monitoring and review processes in relation to risk management
and internal controls can be found in the Audit and Risk Committee
Report on page 79.
The Board – role and modus operandi
The names and biographies of the Directors at the date of this
report are on page 62 and 63 of the Annual Report.
The Board is responsible for the overall strategy and management
of the Group, setting investment strategy and ensuring that the
Company is operating in compliance with statutory and legal
obligations. There is a formal schedule of matters specifically
reserved for Board decision, published on the Company’s
website (https://www.lawdebenture.com/investment-trust/
corporate-governance#matters-reserved-for-the-board).
Matters connected with strategy and management, structure and
capital, financial reporting and control, the Portfolio, contracts,
stakeholder engagement and shareholder communication,
Board membership and other appointments, remuneration and
corporate governance are reserved for the Board.
In discharging its responsibilities, the Board takes account of the
Group’s purpose, values and culture, aiming to promote enhanced
value for shareholders in both capital and income terms. The
Board sets a cultural tone that encourages openness, diversity
and attention to the needs and views of shareholders and those
who transact with us through our IPS business. The Board Chair
also ensures that the interests of the Company’s institutional
and retail shareholders are tabled for discussion, to further the
Board’s understanding of their views and to garner responses,
where appropriate.
The Board operates as a collective decision-making forum.
Individual Directors are required to scrutinise reports produced
by the Executive Leadership team and are encouraged to debate
issues in an open and constructive manner. Where appropriate,
the Board Chair also holds meetings with the Non-Executive
Directors without the Executive Directors present and vice versa.
Procedures are in place to enable independent professional
advice to be taken by individual Directors at the Company’s
expense.
The process for the appointment of Directors is set out in the
Nomination Committee report on page 74. The Company may
amend its Articles of Association by special resolution at a general
meeting of its shareholders, at which at least 75% of the votes cast
must be in favour of the resolution.
The Board meets regularly throughout the year. The attendance
records of the Directors at scheduled Board and Committee
meetings during 2024 are set out in the table below:
Board
Remuneration
Committee
Audit
and Risk
Committee
Nomination
Committee
Number of
Meetings
7
6
6
3
Denis Jackson
7
n/a
n/a
n/a
Trish Houston
7
n/a
n/a
n/a
Robert Hingley
7
6
n/a
3
Tim Bond
2 (2)*
2 (2)*
2 (2)*
1 (1)*
Pars Purewal
7
6
6
3
Claire Finn
7
6
6
3
Clare Askem
7
6
6
3
Maarten
Slendebroek
6 (7)#
6
6
2 (2)#
* Tim Bond, Independent Non-Executive Director and SID, retired on 28 March
2024.
# Maarten Slendebroek was appointed as an Independent Non-Executive
Director on 11 January 2024.
Numbers in brackets represent the number of meetings the Director was
eligible to attend, where they were not appointed for the full year.
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CORPORATE GOVERNANCE
Corporate Governance Report continued
DIVISION OF RESPONSIBILITIES
Board Chair
The Chair is responsible for the leadership
and overall effectiveness of the Board and
individual directors. He sets the agenda for
each meeting with the support of the Group
Company Secretary. The Chair manages
the meeting timetable, promotes open
and effective discussion and challenge at
meetings and creates an environment in
which all participants feel comfortable to
share their views. He is also responsible
for ensuring that shareholders’ views are
understood by the Board as a whole.
Senior
Independent
Director (‘SID’)
The SID provides a sounding board for
the Chair and, if necessary, acts as an
intermediary for the other Non-Executive
Directors. The SID is also available for
communication with shareholders where
normal lines of communication via the
Chair, CEO or COO are not successful or
where it is considered more appropriate.
The SID also leads the annual appraisal
of the Chair and an orderly succession
process for the Chair, working closely with
the Nomination Committee in both cases.
Executive Directors
The Executive Directors are responsible
for the leadership and management
of the business within the scope of the
authorities delegated by the Board. They
must exercise those authorities to achieve
the strategic objectives set by the Board,
implement Board decisions and ensure
that the Group complies with all of its
regulatory and legal obligations. The
Executive Directors are also responsible
for communicating the views of the senior
management team on business issues to
the Non-Executive Directors of the Board.
Non-Executive
Directors
The Non-Executive Directors help to set the
strategy for the business, offer specialist
advice, constructively challenge the
Executive Directors and scrutinise the
performance of the Executive Directors
in relation to the delivery of that strategy
and their personal objectives, the
implementation of Board decisions and
compliance with the Group’s regulatory
and legal obligations.
The Board – Independence
At least half of the Board, excluding the Chair, must be independent
Non-Executive Directors (‘NEDs’). The Board can confirm that,
as at the date of this report, excluding the Chair, four of the six
other Directors are independent NEDs. In assessing Directors’
independence, the Board takes into account their tenure on the
Board, whether or not a Director is independent of management
and any material business or other relationship that could affect or
interfere with the exercise of objective judgement by the Director,
or his/her ability to act in the best interests of the Group. The Board
is also satisfied that each Director dedicates sufficient time to
Law Debenture, and that none of the Directors is ‘overboarded’
(having five or more listed company roles). When assessing time
commitment, the Board takes into account Directors’ private
company and pro-bono roles. The contribution made by each
Director to the Company’s and Group’s long-term success, is
described on pages 62 and 63 of the Annual Report.
The Chair, Robert Hingley, was independent at appointment and
continued to be independent throughout the period, in the view
of the Board, having no current or previous connections with the
Company or any of its subsidiaries.
The Board is satisfied that Robert Hingley’s other commitments
do not interfere with the discharge of his responsibilities to Law
Debenture, and that he dedicates sufficient time to discharge his
duties as Chair.
Similarly, the Board is satisfied that Pars Purewal, Claire Finn,
Clare Askem and Maarten Slendebroek were independent at their
respective dates of appointment and that they have remained
independent, having no previous connection with the Company or
any of its subsidiaries.
Denis Jackson and Trish Houston, as Executive Directors, are not
independent.
During the year, Clare Askem succeeded Tim Bond as the SID
following his retirement on 28 March 2024 and will be available
to shareholders who have concerns that cannot be addressed
through the Chair, CEO or COO.
Directors’ Remuneration
Details of the Directors’ remuneration appear in the Directors’
Remuneration Report on pages 83 to 103.
Board Committees
The Board has established Nomination, Audit and Risk and
Remuneration Committees, to each of which it has delegated
certain responsibilities. Each Committee has terms of reference,
which are reviewed annually and published on the Company’s
website (www.lawdebenture.com/investment-trust/corporate-
governance). Membership of the Committees is also reviewed
annually. Taking account of the position of the Company as an
investment trust, the Board is deliberately kept small and it believes
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C O R P O R A T E G O V E R N A N C E
Corporate Governance Report continued
this is in the best interests of shareholders. The Board remains
satisfied that its composition and size is sufficient to ensure that the
requirements of the business can be met.
The membership of the Board and its Committees are fully
compliant with Code stipulations. Reports with respect to each of
the Committees may be found on pages 74, 78 and 83.
The Board does not operate a Management Engagement
Committee; the duties of such a committee are undertaken directly
by the Board.
Accountability and audit, fair balanced and
understandable reporting and going concern
The statement of Directors’ responsibilities in relation to the financial
statements appears on page 68. The independent auditors’ report
appears on pages 105 to 114. The Directors confirm that the Group
and Company are a going concern as evidenced by the financial
statements, which demonstrate a healthy position, taking into
account all known and future anticipated liabilities, and the Group’s
ability to meet those liabilities. The performance metrics of the
Group remain strong. There are no material uncertainties that
call into question the Company’s ability to continue to be a going
concern for at least 12 months from the date of approval of the
financial statements. The Directors therefore consider it appropriate
to adopt a going concern basis in preparing the financial
statements. Refer to the Going Concern Statement on page 122.
The Audit and Risk Committee has concluded, and the Board
concurs, that the financial statements present a fair, balanced
and understandable assessment of the financial position and
prospects of the Company and the Group. The financial statements
are reviewed by the Audit and Risk Committee, approved by
the Board and signed by the Chair and CEO. In the opinion of
the Board, the Annual Report, taken as a whole is fair, balanced
and understandable and provides the necessary information for
shareholders to assess the Company’s and Group’s position and
performance, business model and strategy.
Internal controls and risk management
systems
The framework of internal controls underpins the Company’s risk
management framework, enabling it to operate within the desired
risk appetite. The following paragraphs provide a description of
the main features of the internal control and risk management
systems in relation to the financial reporting process, which fulfil
the obligations of the FRC Guidance on Risk Management, Internal
Control and Related Financial and Business Reporting and the
Financial Conduct Authority’s (‘FCA’) Disclosure Guidance and
Transparency Rules. This section should be read in conjunction
with the Strategic Report, which sets out how the Directors manage
or mitigate the principal risks relating to the Group’s business.
The Board monitors the effectiveness of internal controls on a
continuous basis to ensure that internal control and risk mitigation
is incorporated into the day-to-day management of the
organisation, both directly through main Board general reviews
and by the more specific work carried out by the Audit and Risk
Committee. The annual internal audit programme and system of
compliance checks have both been developed using a risk-based
methodology and an evaluation of the existing process controls.
Other mechanisms in place to monitor risk include:
• Board review of the Group’s matrix of key risks and controls
managed by the Group Risk Manager, reporting to an Executive
Risk Committee;
• an internal audit function, reporting directly to the Audit and
Risk Committee, which involves business departments and
business wide processes (including overseas offices) being
subject to audit on a regular basis;
• testing of the FCA regulated business’ systems and controls;
• testing of the Company’s compliance with its AIFMD
obligations;
• review of reports by the depositary and the sub-custodian,
including any ISAE 3402 auditor reports and bridging
letters provided;
• periodic reports to the Board by Legal and the Company
Secretary about legal and regulatory changes, and the steps
that the Board must take to comply; and
• review of the reports produced by the external auditors on their
annual audit work.
The Board considers that the above measures constitute the
continuing application of the FRC risk guidance and form an
important management tool in the monitoring and control of the
Group’s operational risks.
An important element of the overall controls remains a
continuous review of the quality and effectiveness of internal
financial controls of the Group. The Board requires that the Group
maintains proper accounting records, so that it can rely on the
financial information it receives to make appropriate business
decisions and also that the Group’s assets are safeguarded. This
includes having data that allows the Board to consider country
and currency exposure and potential impairment of assets (both
financial and non-financial).
Key elements of the systems of internal control continue to be:
• regular qualitative self-assessment of the effectiveness of
the individual controls maintained in the overall internal
financial control framework; preparation by management
of a comprehensive and detailed budget, involving annual
Board approval and comparison at Board level of actual
results with budgets and forecasts at every meeting;
• systematic reporting to the Board of matters relating to litigation,
insurance, pensions, taxation, accounting, counterparty risk and
cash management as well as legal, compliance and company
secretarial issues;
73
Corporate Governance Report continued
• review of internal audit reports by the Executive Risk Committee
and the Audit and Risk Committee;
• review of the internal controls of those services, such as
investment management, which have been delegated to third
parties. This review was conducted during the initial contractual
negotiations and on a regular basis, including regular
discussions with the senior management and compliance
staff of Janus Henderson, and the performance of an on-site
independent review of operational controls;
• monitoring by the Board of the investment management
process, including the establishment and maintenance of
investment guidelines, receiving a report from the investment
managers on a quarterly basis, the review of all transactions
with the investment managers and regular reconciliations of
the records of the Group with those of the depositary and sub-
custodian; and
• receipt of frequent and detailed reports about the performance
of the IPS business, including the overseas subsidiaries.
The systems of internal financial control are designed to provide
reasonable assurance against material misstatement or loss.
By means of the procedures set out above, the Directors have
established a robust process for identifying, evaluating and
monitoring the effectiveness of the internal control systems for
the period. This process has been in place throughout 2024 and is
reviewed by the Board on a regular basis.
We have a robust whistleblowing procedure which allows people
to raise concerns under the Public Interest Disclosure Act 1998
about possible improprieties in matters of financial reporting or
other matters. Any concerns which are raised will be subject to
proportionate investigation, with appropriate follow up action as
per the policy. There is a clearly defined reporting structure with
colleagues having the option to raise any concerns with their
line manager, the Head of Legal, Risk and Compliance and Head
of HR or if those avenues are not appropriate, to the Workforce
Engagement Director. If they do not wish to report to any of
these persons for any reason, they may report their concerns
using our whistleblowing service provided by Safecall, which is
available 24 hours a day. Reports using this channel may be made
anonymously. Further details on risk management may be found
on pages 42 to 45.
Information about share capital
The information that the Company is required to disclose about
its share capital can be found in the Directors’ Report (significant
holders) on page 66 and Notice of AGM (total voting rights) on
page 171.
This report was approved by the Board of Directors on 11 March
2025 and signed on its behalf by:
Law Debenture Corporate Services Limited
Company Secretary
CORPORATE GOVERNANCE
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74
Nomination Committee Report
Annual statement by the Chair of the
Nomination Committee
I am pleased to present the Company’s Nomination Committee
report for the year ending 31 December 2024.
Other than me as Chair, the members of the Committee
who served during the year were Maarten Slendebroek, Pars
Purewal, Claire Finn and Clare Askem. Tim Bond also served on
the Committee until his retirement from the Board. Details of
Committee meetings and attendance can be found on page 70.
Role and duties
The Committee’s role is to keep under review the structure, size
and composition of the Board and its Committees, to make
recommendations to the Board about adjustments that are
deemed necessary and to ensure effective succession planning in
accordance with legal and corporate governance requirements.
Key duties
• Identification and nomination of suitable candidates to
fill Board vacancies, with particular regard for the need
to develop a diverse pipeline to the Board and Executive
Leadership levels.
• Succession planning for the Board.
• Making recommendations for the election and re-election
of Directors.
• Ensuring that the Board and its Committees are constituted
to comply so far as practicable with legal and regulatory
requirements and the Code.
The Nomination Committee ensures that the Board has in place
arrangements for orderly and transparent appointments to
the Board. It is the Board’s policy that meetings be chaired by
a Director other than the Board Chair, when dealing with the
appointment of their successor. There are job descriptions
in place for NEDs’ roles, and the Board has written terms and
conditions for such appointments, which will be made available
for inspection at the Company’s registered office upon request
to the Company Secretary, until the conclusion of the 2025 AGM.
Particular care is taken to ensure that NEDs are independent,
have sufficient time to commit to the duties expected of them
and that diversity factors are taken into consideration. No
new NED is appointed without first being interviewed by each
existing NED and comfort is obtained in relation to their other
commitments to ensure they have sufficient time to devote to
the role. The Committee considers using open advertising or the
services of external search firms to recruit new Directors. Any
external search firms used are expected to be a signatory to the
standard voluntary code of conduct for executive search firms.
All new Directors undergo an induction process, including
meetings with the CEO, COO, CFO, Legal, each of the Business
Heads and the investment manager.
Tim Bond retired from the Board at the conclusion of the 2024
AGM held on 28 March 2024, following almost nine years of
service. As disclosed in last year’s report, Teneo , a global
advisory firm which also provides executive recruitment
services, was engaged to assist with the appointment of a
new Non-Executive Director. Teneo remains a signatory to the
Enhanced Voluntary Code of Conduct for Executive Search
Firms. A separate arm of Teneo’s business also provides public
relations consulting services to the Company. Following a
rigorous selection process against an agreed set of criteria
and consideration of Board members’ and candidates’
independence, time commitment, skills, experience, knowledge
and multi-diversity factors, Maarten Slendebroek, Non-Executive
Director, was appointed on 11 January 2024.
The Board is committed to achieving and maintaining a diverse
and inclusive membership to ensure optimal decision-making
and to assist in the development and execution of strategy,
for the benefit of its shareholders and other key stakeholders.
The Board’s policies on Diversity and Inclusion and Tenure
and Succession Planning both embody this principle, which is
considered and applied in the appointment and succession
planning processes.
At the date of this report, the Company is compliant with the
recommendations under the FTSE Women Leaders and Parker
reviews.
Principal activities of the Committee
During the year, the Committee’s principal activities included:
• Recommending the appointment of a new Non-Executive
Director to the Board for approval.
• Reviewing the Board’s policies on Diversity and Inclusion and
Tenure and Succession Planning.
• Reviewing the Board’s short, medium and long-term
succession plans.
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CORPORATE GOVERNANCE
• Discussing the actions from the 2024 internal Board and
Committee performance evaluation and monitoring progress
on the actions from the 2023 external Board evaluation.
• Reviewing each of the Directors’ independence and time
commitments and introducing an overboarding policy.
• Reviewing the composition and constitution of the Board and
its Committees.
• Considering and recommending the re-election of each of the
Directors to the Board, who have subsequently recommended
all of them for shareholder approval at the forthcoming AGM.
Board evaluation
Under the UK Corporate Governance Code, it is recommended that
companies conduct externally facilitated Board and Committee
evaluations every three years. The most recent of these was
conducted by the Company in 2023 and therefore an internal
Board evaluation was conducted during the reporting period by
an internal questionnaire and facilitated by a representative of the
corporate secretary.
The evaluation focused on the Board and its Committees’
composition, knowledge and behaviours, governance processes
and support, work undertaken during 2024 and priorities for 2025.
For the Board, the questionnaire also focused on: investment,
strategic and governance matters, investor and stakeholder
engagement and major decisions taken during the year. The
anonymity of responses was guaranteed throughout the process,
to promote candid feedback. The results were discussed by the
Nomination Committee in September 2024 during which the
Directors, led by the SID, in the Board Chair’s absence, reviewed
the Board Chair’s performance over the past year. This was
followed by a discussion, led by the Board Chair, with the Non-
Executive Directors and Executive Directors as separate groups, in
the absence of the other, and finally a full Board discussion. Key
actions arising from the 2024 internal evaluation were to:
• review Board and Committee meeting papers to reduce them
in length; provide more focus on the data required for decision
making and to provide more time to focus on strategy;
• review the group of individuals that the Remuneration
Committee considered in addition to the Executive Directors;
and
• focus on the Board's succession plan.
Actions against each of these recommendations is currently
underway. The Board will continue to conduct an externally
facilitated performance evaluation every three years and internal
evaluations in the intervening years.
As reported last year, the Directors participated in a
comprehensive external Board evaluation process in 2023
examining all aspects of its performance, conducted by
independent external consultant, Clare Chalmers. Clare Chalmers
provides no other services to the Company. Further details of this
evaluation can be found in the 2023 Annual Report.
Based on the outcome of the 2024 Board evaluation and on the
basis that they continued to make valuable contributions and
exercise judgement and express opinions in an independent
manner, the Board, on the recommendation of the Nomination
Committee, has proposed the re-election of all Directors, as set
out in the Notice of AGM on pages 166 to 167.
All Directors are submitted for annual re-election, subject to
continued satisfactory performance, which is assessed as
previously described.
Diversity and inclusion
The Board is committed to achieving the objectives set out in its
Diversity and Inclusion Policy, which may be found on our website
at https://www.lawdebenture.com/investment-trust/corporate-
governance#board-diversity-and-inclusion-policy. Progress
against those objectives is set out below.
We are proud of the progress we have made in becoming a more
diverse and inclusive Board and workforce, which has resulted in,
among other benefits, more independent and diverse thoughts and
solutions, greater debate and challenge on pertinent matters and
an integrated approach towards continually achieving long-term
capital growth in real terms and steadily increasing income for
our shareholders.
Whilst we have achieved our diversity targets and those set by
the FTSE Women Leaders and Parker Reviews, we will continue
to regularly evaluate our culture and composition and make
enhancements for the benefit of our shareholders, clients, staff
and other key stakeholders, as appropriate. We also review our
succession plans at least annually to ensure we have the right
persons in place to support the Group in achieving its objectives.
Nomination Committee Report continued
C O R P O R A T E G O V E R N A N C E
Nomination Committee Report continued
OBJECTIVES
PROGRESS
To continue to adopt a formal, rigorous and transparent
process, taking into account diversity and inclusion,
when considering the appointment of Directors. The
Board is committed to using search firms that access
talent from wide and diverse pools and whose values
and approach in identifying and proposing suitable
candidates are aligned with the Policy.
During the year the Board reviewed its Tenure and Succession Planning
Policy, to ensure it remained fit for purpose. The policy sets out the
procedures for the appointment of new Directors and succession plans for
short-term absences in line with governance best practice. The process
adopted for the appointment of Maarten Slendebroek, is disclosed on
page 74.
To achieve and maintain the recommendations of the
FTSE Women Leaders and Parker Reviews, with respect
to gender and ethnic diversity at Board and Committee
levels, recognising that unexpected changes in Board
composition may result in temporary periods when this
balance is not achieved.
As at 31 December 2024, the Company satisfied all recommendations of the
FTSE Women Leaders and Parker Reviews, namely:
• 43% of the Directors on the Board were female and 57% were male (at
least 40% female representation on the Board required).
• 40% of the members on the Remuneration and Nomination Committees
were female and 60% were male.
• There is a 50:50 split between male and female representation on the
Audit and Risk Committee.
• 50% of the Executive Leadership team are female and 50% male.
• One Director on the Board is from an ethnically diverse background
(at least one individual on the Board should be from a minority ethnic
background).
• At the Executive Leadership level, CFO and COO functions of the Company
are held by women.
• At the Board level, both the COO and SID roles are held by women (at least
one of the senior positions on the Board should be held by a woman).
To be kept updated on the Executive Directors’ progress
in ensuring the proportion of direct reporting roles
to the Board and the Executive Leadership team,
held by women and persons from ethnically diverse
backgrounds, are compliant with the FTSE Women
Leaders and Parker Review recommendations.
The Executive Directors present on gender and ethnic diversity across the
IPS business regularly. In addition analyses of employee positions held by
women and gender and ethnicity pay gaps across all levels are regularly
reviewed, including analyses of employee positions held by women and
gender and ethnicity pay gaps across all levels of the Group at least
annually. Further details can be found in the ESG section of the Strategic
Report on page 58.
To continue to facilitate a culture of inclusivity among
Board and Committee members and to encourage
active contributions from all Directors, recognising that a
clear tone and example must be set at Board level.
Several suggestions were made to further enhance the existing Board
dynamic in the results of the 2023 external Board evaluation. These have
been implemented during 2024; for example introducing informal sessions
between Executives and Non-Executives between formal Board meetings.
The results of the internal 2024 evaluation found that the culture and
dynamic of the Board, Directors’ individual performances and discussions
at meetings continued to be effective.
This report was approved by the Board of Directors on 11 March 2025 and signed on its behalf by:
Robert Hingley
Chair, Nomination Committee
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Rachika Cooray
Peacock – LawDeb Lens 2018
CORPORATE GOVERNANCE
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C O R P O R A T E G O V E R N A N C E
Audit and Risk Committee Report
Annual statement by the Chair of the Audit
and Risk Committee
As I conclude my third year as Chair of the Audit and Risk
Committee (‘the Committee’), I reflect on another transformative
period at Law Debenture. As the business continues to grow, the
Committee has focused on ensuring that this growth is matched
by investment in systems, processes and controls that match
this growth and minimises risk. This has been a major focus for
the Committee.
Last year, we actively oversaw the technology infrastructure
project and the design of the target operating model (‘TOM’).
This year we have closely monitored the TOM’s implementation,
especially the roadmap to controls assurance. The appointment
of our new Chief Technology Officer, Spencer Knightsbridge, has
provided a further layer of oversight and control on the technology
function which feeds into the TOM. Spencer sits at the Executive
Committee level, demonstrating the fundamental importance
this role will play in driving forward the Board’s strategic vision
to enhance the Group’s technology capabilities and maintain a
robust security environment.
Significant progress has been made with the Professional
Services Automation (‘PSA’) Platform within the TOM. While some
workstreams have advanced more than others, managing the
pace of change remains crucial. The Committee will continue
to oversee this as the Group evolves towards a modern control
environment, ensuring compliance with provision 29 (Assurance of
Controls) of the FRC’s UK Corporate Governance Code by 2026 and
supporting future business growth.
The Committee regularly reviews the collection and recoverability
of our debtors. We monitored aged debt levels throughout
the year, and we have been pleased to see that gross trade
receivables at year-end have decreased (see note 14 on page
142). The addition of experienced Credit Control resources and
changes to the billing process, supported by the PSA Platform
(‘Kantata’), will drive improvement in this area. In 2025, there will
be a business-wide focus on tightening controls and increasing
automation throughout the invoicing process, including in our
overseas entities, as well as ensuring appropriate MI is produced to
make reporting progress faster and more automated.
As part of our ongoing work around the controls environment, last
year the Committee started to consider how the internal audit
function should be set up as the Group continues to grow and
evolve. Work in this area was accelerated this year following the
departure of our Head of Internal Audit in November 2024. As such,
we intend to move to an outsourced model, and we are currently
identifying and engaging with potential partners. This approach
will provide resource benefits, specialist expertise, and peer
benchmarking. We value the internal audit work performed by RSM
on our IT systems and infrastructure and believe outsourcing will
bring necessary skills for complex areas.
We welcomed our new Chief Financial Officer, Isla Pickering, in
January 2025. Isla brings extensive knowledge of the professional
services sector and strong financial control. I look forward to
working with her to drive controlled and sustainable growth.
Last year we said that considerable thought had been given by the
Committee to the most appropriate method of the valuation of our
IPS business, particularly whether reliance on market comparators
remains suitable given the diminishing cohort. The number
of market comparators has reduced further this year and, as
advised by external professional experts, the Group has adopted
an income based approach that follows a Discounted Cash Flow
(‘DCF’) analysis as the primary valuation tool for the 31 December
2024 IPS valuation. The Committee was pleased that, following a
cross check on market multiples, the new Methodology does not
give a materially different result. Further information regarding the
new valuation methodology can be found on page 39.
Areas of accounting judgments are always a key area of focus and
the Committee is required to ensure that the Annual Report is fair,
balanced and understandable. To this end, the Committee has
paid particular focus on the presentation of the underlying results
of IPS including a detailed review of goodwill impairments and
£1.0m of non-recurring costs. The Committee is fully supportive of
the approach on the basis that underlying IPS profit is the recurring
profit. Further detail regarding both these can be found in the CEO
report on page 11).
A key area of responsibility for the Committee is the
recommendation to the Board of the final dividend to
shareholders. The Committee continues to try to balance
the inflationary pressures that our shareholders have faced
whilst looking forward at the forecasted dividend income from
the Portfolio and IPS business. In line with previous years, we
recommended that each of the first three interim dividends
be set at a quarter of the total dividend for the previous year,
resulting in growth of 4.9% in the level of each interim dividend. As
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CORPORATE GOVERNANCE
a Group, we remain committed to providing our shareholders with
steadily increasing income and, with these factors in mind, we are
recommending the final dividend of 9.5 pence per share, resulting
in a total dividend of 33.5 pence.
Composition and Meetings
The Committee members during the year were the independent
Non-Executive Directors, including myself as Chair, Maarten
Slendebroek, Clare Askem, Claire Finn, and Tim Bond (until his
retirement). Robert Hingley, Chair of the Board, is not a Committee
member but attends meetings by invitation, along with the
Executive Directors. The Committee also invites the Chief Financial
Officer, external auditors, and personnel from the financial, legal,
risk, and internal audit functions to attend and report on relevant
matters. The Committee meets at least four times per year. The
attendance of the Committee members is shown on page 70.
The Board reviews the Committee’s composition and considers
that, collectively, its members have sufficient recent and relevant
financial, audit, and sector experience to fully discharge their
responsibilities. This year’s review of the operation of the Board and
its committees was conducted by an internal board evaluation,
detailed on page 75 of this report.
As part of the duties of the Committee Chair, regular meetings
were held with the audit partner of Deloitte LLP, our external
auditors, the Chief Financial Officer, the Head of Risk to discuss
significant matters. Additionally, the Committee met privately with
the external auditor to provide them an opportunity to raise any
issues without management present. Regular meetings were also
held with the Head of Internal Audit until her departure.
Role and Responsibility of the Committee
The main function of the Committee is to ensure the integrity of the
Company’s financial reporting and the appropriateness of the risk
management processes and internal controls. The Committee’s
authority and duties are defined in its term of reference, which
were reviewed during the course of the year, and can be found on
our company website. The principal activities carried out during
the year were:
Financial reporting
• Monitoring the integrity of the financial statements including the
annual and half-yearly reports, preliminary announcements and
any other formal statements or announcements relating to the
Company’s financial performance.
• Reviewing and reporting to the Board on significant financial
reporting issues (if any) and judgements, which those
statements contain.
• Meetings with the external auditor included discussing the
2023 financial statements and, in the fourth quarter, to plan the
2024 audit. The meetings included discussions on fees, auditor
independence, key risks and non-audit services.
• Providing review and challenge where necessary over key areas
of judgement, including the assumptions in support of the going
concern statement and the Company’s long-term viability
and risks thereto. Last year we reported that we had taken the
decision to increase the period of assessment from three to five
years. The Committee remains of the view that five years is the
most appropriate period over which to assess our viability.
Risk management and Internal control
The approach to risk management adopted by the Group is
set out in the Principal Risks and Internal Controls section on
page 42. Whilst the Board as a whole is responsible for the
effectiveness of internal control mechanisms, it is informed
by more specific work carried out by the Committee, which
includes the initiation and oversight of any investigations that
may be necessary to address control weaknesses or breaches
identified. Our work in this area was supported by reporting from
the Head of Internal Audit on the results of the programme of
internal audits completed and their overall assessment of the
internal control environment, with reference to the results of
their work.
In addition to this, the Committee continues to review the
adequacy and effectiveness of the Group’s risk management
systems and processes, with the Group Risk team providing
reports on risk matters at each meeting of the Committee.
Principal activities during the year, included:
• Considering the principal risks and controls and general
oversight of the Group’s internal control systems and
procedures, including in the context of reports by the
depositary, the Company’s obligations as an AIFM and
the heads of business and functions with respect to the
IPS business.
• Reviewing the adequacy and effectiveness of the risk
management and internal controls framework and roadmap,
through engagement with the Executive Leadership team,
the Head of Internal Audit and the Group Risk team. The
Committee is encouraged by the Executive Leadership team’s
plans for the TOM and believes that this will support ongoing
improvements in our control environment.
• Advising the Board on the Company’s overall risk appetite,
tolerance and strategy, and the principal and emerging risks
the Company is willing to take in order to achieve its long-term
strategy and objectives.
• Reviewing the inherent and emerging risks in the business and
the system of internal controls necessary to monitor such risks.
This included a review of the Company’s Fraud Risk policy and
the controls in place to mitigate this risk.
• Considering exemptions from audit by parent company
guarantee for certain subsidiaries under S479 of the
Companies Act 2006. Further details can be found on page 121
of the notes to the financial statements
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• Reviewing reports from the Group Risk and Legal teams and
other applicable persons on risk and internal control matters
and the adequacy and effectiveness of the control functions.
As outlined in the Risk Management section on page 42,
the Risk, Operations and Controls Committee monitors risk
management within the IPS business and reports up to the
Committee as required.
• Review of the External Auditor’s Management Letter and
the monitoring of the programme of work undertaken by
Management to address recommendations made by the auditor.
Compliance
• Review of regular reports on compliance matters and
keeping under review the adequacy and effectiveness of
the Company’s and the wider Group’s compliance reporting
and obligations.
• Review of regular reports from the Money Laundering Reporting
Officer and the adequacy and effectiveness of the Company’s
and the wider Group’s anti-money laundering systems
and controls.
• Review of the Company’s and wider Group’s procedures,
systems and controls for ethical behaviour and the prevention
of fraud, including the Fraud Risk Policy. There have been
no reported cases of bribery or breaches to our modern
slavery policy.
• Review of the arrangements in place for Group staff, contractors
and external parties to raise concerns in confidence about
possible improprieties in financial reporting or other matters
insofar as they may affect the Group (whistleblowing).
The Committee ensures that these arrangements allow
proportionate and independent investigation of such matters
and appropriate follow-up action.
Internal audit
As the Group grows and evolves, the Committee has been
mindful of the need to ensure that the Internal Audit function
keeps pace. Principal activities during the year included:
• Monitoring the effectiveness of the Head of Internal Audit’s work
and overseeing the implementation of any corrective actions.
This has been done through regular meetings to discuss
progress and there have been no concerns regarding the
effectiveness of the function.
• Approving the internal audit programme in the context of the
Company’s overall risk management system and ensuring
it is aligned to the key risks of the business. Once again, the
Committee agreed a thematic risk-based internal audit plan
for this year which is directly aligned to the Group’s principal
risks and looks at the Group as a whole.
• Ensuring internal audit has sufficient access to perform its
function effectively and in accordance with relevant standards.
• Review of reports from the Head of Internal Audit, considering
any major findings from their work and monitoring
management’s responsiveness to internal audit’s findings and
recommendations.
As outlined earlier in my report, we intend to move to an
outsourced model for internal audit going forward, and we are
currently identifying and engaging with potential partners.
External audit
The Committee recommended to the Board the reappointment of
the external auditors.
The Committee also met the external auditors in order to inform
considerations regarding their independence and effectiveness
and to discuss the 2024 financial statements, including assessing
the scope of their work and the key audit matters identified
relating to valuation and of existence of quoted investments and
IPS revenue, and to ensure their presentation is fairly stated.
The Company is in compliance with the requirements of the
Statutory Audit Services for Large Companies Market Investigation
(Mandatory Use of Competitive Tender Processes and Audit
Committee Responsibilities) Order 2014 and the UK Corporate
Governance Code. Under these requirements a tender for the
external audit must be undertaken no later than 2031. The last
tender took place in 2021.
External auditors – assessing effectiveness
One of the principal functions of the Committee is to monitor
the independence and objectivity of the external auditors, their
performance and effectiveness. The Committee achieves this
by an annual formal meeting with the external audit partner
to plan that year’s audit. Part of that process requires the
external auditor to give the Committee a written assessment
of how the external audit team identifies and manages the
threats to its independence, along with the description of the
safeguards that it has in place to avoid such threats. This vital
part of the external audit process also enables the Committee
to examine in detail the scope of the external audit, ensuring
that the external auditor’s objectives meet the Committee’s own
expectations, along with key audit and accounting matters to be
considered that year. At the conclusion of each external audit,
the Committee receives a presentation from the external audit
partner on their principal findings.
This provides the opportunity for robust challenge, particularly
in areas where management’s judgement has been required.
The Committee also gives the external auditors an opportunity,
without the Executive Leadership team present, to comment
on the quality and standard of the Finance function as well
as the Executive Leadership team’s support of the external
audit. Similarly, the Committee seeks the views of the Executive
Leadership team on the effectiveness and performance of the
external audit team.
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Non-audit services
Non-audit services provided by the external auditor are reviewed
by the Committee to ensure that independence is maintained.
Non-audit fees are shown at note 3 to the accounts. The
Committee’s policy is that non-audit work should be limited to
those matters where the external auditor is most appropriately
placed to carry out the work unless there is a conflict of interest.
Consequently, fees for non-audit services, which relate to
assurance services such as an agreed upon procedures audit,
have historically been low and in the year under review were
£26,000 (2023: £21,825).
Significant financial issues relating
to the 2024 accounts
The UK Corporate Governance Code requires the Committee to
describe any significant issues considered in relation to the 2024
financial statements and how those issues were addressed.
The significant issues and judgements considered by the
Committee include the valuation of IPS, presentation of underlying
results of IPS including a detailed review of goodwill impairments
and non-recurring costs, debtor recoverability and discussions
around the control environment.
No new significant issues arose during the course of the
external audit. There continued to be a focus on embedding the
improved Finance operations and we have continued to make
investments in this area to support the strategy for long term
growth. We are pleased with the progress made and the improved
control environment.
The Committee is satisfied that the judgements made by
management are reasonable and that appropriate disclosures
have been included in the accounts. The Committee was able to
conclude and report to the Board that the financial statements
themselves and the Annual Report as a whole are fair, balanced
and understandable and provide the necessary information for
shareholders to assess the Company and Group’s position and
performance, business model and strategy.
This report was approved by the Board of Directors on 11 March
2025 and signed on its behalf by:
Pars Purewal
Chair, Audit and Risk Committee
Audit and Risk Committee Report continued
81
David Spreckley
People – LawDeb Lens 2018
C O R P O R A T E G O V E R N A N C E
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Dear Shareholder
I am pleased to present the Director’s Remuneration Report for
2024 (‘the Report’).
The Report is in four sections:
• Part 1: Committee Chair’s Statement
• Part 2: Remuneration Committee responsibilities
• Part 3: Remuneration Policy Table and implementation
in 2024 and 2025
• Part 4: Annual Report on Remuneration for 2024
The content complies with the UK Directors’ Remuneration Report
Regulations 2013, as amended in 2018 and 2019.
Shareholder support
Remuneration for 2024 continues to be implemented in
accordance with our Directors’ Remuneration Policy (‘the Policy’)
approved by shareholders at our AGM in 2023 for the 2023-2025
period. The Policy received strong support from shareholders with
95.76% of votes in favour. Our implementation of the Policy in 2023
also received overwhelming support, with 98.02% in favour. The
current Policy will remain in place until the end of December 2025.
Alignment with market and performance
The Committee sets the total remuneration package for
Executive Directors taking account of their direct management
responsibilities for LDC’s IPS (‘Independent Professional Services’)
business and their role in overseeing the management of the
Investment Trust as a whole. LDC’s size, measured in market
capitalisation, places it in the mid-range of the FTSE 250
index. However, we set remuneration levels for Directors using
appropriate FTSE Small Cap benchmarks. Prior to 2023, the Chief
Executive’s base salary had fallen substantially behind benchmark
levels and appropriate internal differentials. The approved Policy
included a phased, three-step correction in his base salary – the
first and second of those phased increases were implemented in
2023 and 2024, and the third step will apply in 2025. We shall review
base salaries again in preparation for the next triennial Policy vote
in 2026.
The annual bonus and long-term incentive plans (‘LTIP’) for
Executive Directors include demanding targets for annual and
3-year growth in the profits of the IPS business. These profit growth
targets, and the weights on financial performance in the bonus,
were both approved as part of the Policy in 2023. We continue to
apply these higher growth targets to bonus for 2024 and for the
LTIP grant relating to the 2024-2026 performance period.
Annual performance and bonus outcomes
for 2024
The Board Chair’s and CEO’s statements earlier in the Annual
Report explain the achievements and performance outcomes
for the business in 2024. It was another year of growth for IPS.
Net revenue grew 6.2%, with particularly strong performances in
Corporate Trust (revenue up 13%) and Safecall (revenue up 25%).
IPS’s underlying Profit Before Interest and Tax (‘PBIT’) grew by 6.4%
compared with 2023. The management team also delivered
good outcomes in the operational and strategic priority areas
set by the Board, with a restructure of the IPS leadership team
including some important new appointments, enhancements in
the operational capabilities of the business and in branding and
marketing. Progress was also made in employee and client net
promoter and satisfaction metrics.
Annual bonus for 2024 was based on IPS profit growth (60%
weighting) and non-financial objectives (40% weighting), with a
maximum award of 125% of base salary as in 2023. The Committee
exercised discretion to measure IPS PBT on an underlying
basis for 2024 (this is, before impairment of goodwill and other
exceptional non-recurring costs associated with the restructuring).
Although underlying profit growth of IPS PBIT was relatively strong,
underlying profit growth of IPS after interest (‘underlying PBT’), grew
by 2.4%. As IPS underlying PBT growth was below the threshold level
of 5% set by the Committee, the outcome for the financial element
of the annual bonus (60% weight) for 2024 was zero.
Achievements in the non-financial key performance areas set
by the Committee were generally strong. As set out in the Report,
the Committee set four discrete areas of performance for 2024,
and assessed the total score for these to be 43.13% of base salary
out of a maximum of 50% of base salary for this component of
the bonus.
PART 1: COMMITTEE CHAIR’S STATEMENT
Directors’ Remuneration Report
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Before approving the performance and bonus outcome,
the Committee considered whether there were any wider
performance factors that might require a downward adjustment.
This included considering the relationship between the financial
and non-financial performance, revenue growth, underlying
PBIT, wider non-financial performance, and risk management
and regulatory compliance. The Committee noted that while
the financial performance was below the threshold, rewarding
the non-financial performance remained appropriate. The
Committee concluded that the total bonus award of 43.1% of base
salary resulting from the scorecard outcomes, out of a maximum
opportunity of 125% of base salary, was appropriate.
Details of the Committee’s assessment of performance outcomes
relative to each of the annual bonus criteria, are set out in
this Report.
Annual bonus for 2025
In 2025, the Committee will continue to assess performance for
annual bonus based on IPS financial metrics (60% weight) and
non-financial indicators (40% weight), with the same maximum
bonus level of 125% of base salary. From 2025, the Committee has
decided to use IPS Profit Before Interest and Tax (‘PBIT’) as the
financial metric, rather than PBT. Interest income can fluctuate
with changes in internal allocations of cash within the Group; the
Committee has therefore concluded that PBIT is likely to be a more
reliable measure of underlying profit performance in IPS.
Long-term performance, LTIP outcomes for
2022-2024 and 2024 LTIP grant
The three years to 31 December 2024 have been another
successful period for the IPS business. Net revenue has grown
to £53.7m in 2024 compared with £41.6m in 2021. The LTIP
for the period 2022-2024 was in the form of shares, using a
performance metric of IPS PBT growth. Threshold growth was
set at 4% CAGR (‘Compound Annual Growth Rate’) (25% vesting)
and a stretch performance level was set at 10% CAGR (100%
vesting). There was straight-line interpolation between threshold
and stretch. The Committee applied its discretion to use the
underlying measure of PBT (before impairment of goodwill
and other exceptional non-recurring costs associated with
restructuring) in assessing performance. This underlying metric
is a good indicator of the fundamental strengths and growth
of the IPS business. Over the three years, IPS underlying PBT has
grown by a total of 22.3%, giving a CAGR of 6.9%, and producing
a vesting level of 61.75% of maximum on the performance scale
set for the award.
Before approving the vesting level, the Committee considered
whether there were any wider performance factors that should
be taken into account, including any ‘windfall gains’ from unusual
share price movements at grant, and any risk management or
regulatory compliance matters. Having considered these issues,
the Committee determined the vesting outcome was a fair
reflection of the overall performance and development of the IPS
business over the three years.
The resulting vested shares are subject to a two-year post-vesting
holding period, in accordance with the Policy.
LTIP grants of 150% of base salary were made to the Executive
Directors in 2024, in line with the approved Policy. The performance
condition for vesting is IPS PBT growth over the 3-year period
with a range of 4% CAGR at threshold to 14% CAGR at maximum,
which is more demanding than the range used for awards prior
to 2023. The vesting percentage at threshold performance is 20%
of maximum, five percentage points lower than the level for LTIP
grants prior to 2023.
Long-term incentive grants in 2025
The Committee intends to grant performance shares to the two
Executive Directors in 2025 with a grant value of 150% of base
salary, in accordance with the approved Policy. These awards will
have a 3-year performance period, followed by a two-year post-
vesting holding period. The performance metric for the vesting
of awards will be growth in PBIT, with a threshold performance
requirement of 4% CAGR (20% vesting) and stretch level of 14%
CAGR (100% vesting). As explained in previous Reports, EPS or
TSR would not be appropriate metrics for the IPS business as it
does not have listed shares of its own. PBIT is considered a better
measure of the underlying performance of IPS than PBT, and, whilst
this is the same metric as used in the annual bonus, for the LTIP it is
measured over a 3-year period.
Base salaries
Base salary increases for 2025 for Company employees averaged
4.1%. Increases were targeted, with typical awards of 3%-6% for
employees earning below £55k in London or £40k outside London.
Increases were generally in a range of 1.5% to 4% for employees
above these salary thresholds. Larger increases were awarded for
role changes, promotions and significant market adjustments.
The Committee decided to increase the base salary of Trish
Houston (COO) to £305k for 2025, an uplift of 3.9% from her
previous salary of £293.5k. This follows a modest increase of only
1.2% awarded to her last year, when the average increase for other
Company employees was considerably higher at 5.6%.
As previously communicated in Remuneration Reports, prior to
this Policy period the CEO’s base salary of £325,000 had fallen far
out of line and was not at a fair level, either relative to others in
less senior roles in the Company or relative to other CEOs in the
market. The situation was not sustainable, was inconsistent with
the Company’s values and did not support motivation, retention
or recruitment of talent. The Committee therefore included in the
Policy approved by shareholders a three-stage, phased increase.
Taking account of views and preferences from shareholders for
a ‘back-end loaded’ approach, the first increase was modest
(3.9% on top of a general employee increase of 5%), followed by
larger increases of 12.99% and 12.5%, respectively, in the second
and third years. The first and second of these stages were
implemented in 2023 and 2024 respectively. The third stage has
been applied for 2025, increasing the CEO’s base salary to £450k
for 2025 from £400k in 2024. This brings the base salary closer
into line with benchmarks in the FTSE Small-Cap.
Directors’ Remuneration Report continued
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CORPORATE GOVERNANCE
Board Chair fee and NED fees for 2025
The Committee reviewed the Board Chair fee level of £130k.
Although the level was last increased for 2024 (from £110k in 2023),
the Committee concluded that there was a need for a further
increase for 2025. This continues the process of bringing the fee up
to a level that properly reflects the role’s responsibilities and the
significant time commitment of around 50 days per annum. The
role includes not only overseeing the strategy, management and
performance of the Trust’s investment portfolio, but also exercising
governance oversight of the IPS business within the Company. The
Committee decided to increase the fee for 2025 to £140k.
The Board (excluding NEDs) also reviewed the fee levels for Non-
Executive Directors. These were last increased two years ago in
2023. The Board decided to increase the base fee level for 2025 to
£54k from £50k previously. This base fee increase takes account
of market fee levels and the time commitment required in the
NED roles of around 30 days per annum. The role includes both
overseeing the Trust’s strategy and performance, and governance
of the IPS business within the Company.
UK Corporate Governance Code
and FCA Remuneration Code
The Board reviews the Committee’s composition and considers
that, collectively, its members have sufficient recent experience
to fully discharge their responsibilities. This year’s review of the
operation of the Board and its committees was conducted by an
internal board evaluation, detailed on page 75 of this report.
As part of the duties of the Committee Chair, regular meetings
were held with the Remuneration advisers, Alvarez & Marsal.
The Committee oversees the wider workforce remuneration
policy and its implementation. This includes approving the base
salaries, annual bonus awards and long-term incentive grants
for senior management roles and any other Remuneration Code
staff. It also includes approving the budgets and principles for
base salary increases and annual bonuses for other colleagues
in the Company and receiving regular feedback and updates
on remuneration across the organisation. The Committee also
monitors the Gender Pay Gap, salary levels relative to the Real
Living Wage, and the CEO-to-median-employee total pay ratio.
The Committee also oversees LDC’s share plans for employees
including the all-employee share plan.
One of our Committee members, Clare Askem, is also the NED
with responsibility for overseeing Workforce Engagement. Clare
conducts meetings with panels covering a cross-section of
colleagues. These provide an opportunity for colleagues to raise
any issues directly with a Non-Executive Board Director including
asking any questions about executive remuneration policy
or practice.
The Committee monitors how the remuneration policy and
practice meets the requirements of the Corporate Governance
Code, including its remuneration principles of clarity, simplicity,
predictability, alignment to culture, proportionality and
management of risk. The Committee also reviews compliance
with the FCA’s Remuneration Code and its proportionality
guidance, including identifying Code staff roles and ensuring
that remuneration supports prudent management of risk.
Total Shareholder Return
The Company has sustained good levels of return to
shareholders. Over the 10 years to 31 December 2024, the
Company has achieved a Total Shareholder Return of 147%,
meaning that £1,000 invested in the Company at the start of this
period would be worth £2,470 at the end of 2024, compared with
£1,820 if this £1000 had been invested in the FTSE All-Share index
(TSR of 82%) over the same period.
Conclusion
The remuneration outcomes for 2024 reflect continued robust
levels of underlying performance. The Committee encourages you
to vote in favour of the Directors’ Remuneration Report for 2024,
and we welcome any feedback you may have.
By order of the Board
Claire Finn
Chair, Remuneration Committee
On behalf of the Remuneration Committee
11 March 2025
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Directors’ Remuneration Report continued
REMUNERATION COMMITTEE MEMBERSHIP AND ACTIVITIES DURING 2024
Members
The members of the Committee
who served during the year were:
Claire Finn (Chair)
Robert Hingley
Pars Purewal
Clare Askem
Maarten Slendebroek
Details of Committee meetings
and attendance can be found
on page 70.
Key activities
of the Committee
during the year
included:
• Implementing the Remuneration
Policy;
• Preparing the Directors’
Remuneration Report for
the financial year ending
31 December 2023;
• Determining annual bonus
outcomes and payments for
the Executive Directors and
approving outcomes for the
Senior Managers relating
to the financial year ended
31 December 2023;
• Setting performance objectives,
annual bonus measures and
targets for the financial year
ending 31 December 2024;
• Reviewing the operation of the
annual bonus process;
• Benchmarking pay for the
Executive Directors and
Board Chair;
• Determining the Board Chair’s
fees;
• Determining performance
conditions for the grant of LTIP
awards in 2024;
• Determining LTIP awards to
vest in 2024;
• Reviewing the LTIP Rules;
• Reviewing the Remuneration
Committee Terms of
Reference;
• Reviewing the Gender and
Ethnicity Pay Gap report; and
• Reviewing the remuneration
consultant’s, Alvarez &
Marsal’s, performance
and fees
Support provided
to the Committee
Alvarez & Marsal was appointed by the Committee as independent adviser following a formal selection
process in 2022. Alvarez & Marsal is a member of the Remuneration Consultants Group and voluntarily
operates under its Code of Conduct in its dealings with the Committee. Alvarez & Marsal’s fees for the
provision of independent advice to the Committee during the year amounted to £49,435. Other than in
relation to advice on remuneration, Alvarez & Marsal provides no other support to the Company or wider
Group. The Committee is satisfied that Alvarez & Marsal does not have connections with the Group that
may impair their objectivity and independence.
During the year, the Committee also took advice from the CEO and COO, whose attendance at Committee
meetings was by invitation from the Chair, to advise on specific questions raised by the Committee
and on matters relating to the performance and remuneration of the Senior Managers and the wider
workforce. No Director participated in discussions that related directly to their own remuneration.
Key responsibilities
of the Committee
The Committee’s terms of reference is published on the Company’s website (https://media.umbraco.
io/lawdebenture/d3abbnkk/law-debenture-remuneration-committee-terms-of-reference-approved-
dec-2024.pdf). The key responsibilities of the Committee are to:
• undertake a triennial review of the Remuneration Policy for the Executive Directors;
• determine the Remuneration Policy for Executive Directors and Senior Managers in compliance
with legal and governance requirements and in the context of pay conditions across the workforce,
engaging with shareholders thereon;
• determine the individual remuneration packages for Executive Directors and Senior Managers;
• approve the remuneration package of the Board Chair;
• consider the design of, determine targets for and review outcomes for the annual bonus plan;
• determine the design of, quantum and performance conditions for long-term incentive plans;
• review workforce remuneration and related policies across the Company as a whole;
• review pension arrangements, service contracts and termination payments for Executive Directors; and
• approve the Annual Remuneration Report, ensuring compliance with legal and governance requirements.
PART 2: REMUNERATION COMMITTEE RESPONSIBILITIES
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CORPORATE GOVERNANCE
PART 3: REMUNERATION POLICY TABLE AND IMPLEMENTATION IN 2024 AND 2025
Directors’ Remuneration Report continued
SALARY AND BENEFITS
Purpose
To provide an appropriate level of salary and competitive benefits package to attract and retain
individuals of the required calibre to successfully deliver the business strategy.
Operation and
opportunity
Salary increase percentages for Executive Directors and Senior Managers are determined at the
discretion of the Committee but will normally not be higher than those of the wider workforce. Increases
may be made above this level in certain circumstances, including (but not limited to):
• An increase in scale, scope or responsibilities of the role;
• To ensure salaries are market competitive; and
• Where individuals have been recruited or promoted with salaries below the targeted policy level
initially and have become more established in their role.
Benefits may include (but are not limited to) private medical insurance, life insurance cover, disability
income plan, season ticket loans and professional subscriptions.
Other benefits may be introduced from time to time to ensure the benefits package is competitive and
reflects the circumstances of the individual Director, for example relocation allowances.
The Committee may award non-pensionable cash payments in lieu of one or more of these benefits.
Benefits may vary by role and individual circumstance and are reviewed periodically.
Performance
framework
None
Outcomes for 2024
Denis Jackson’s annual salary was £400,000. He also opted to participate in the Company’s health care plan.
Trish Houston’s annual salary was £293,500. She also opted to participate in the Company’s health care plan.
Implementation
in 2025
As approved in the Policy, the CEO’s salary is being re-positioned in stages over three years, subject to
continued good performance in role:
2023: £354,000
2024: £400,000
2025: £450,000
His benefits are unchanged in 2025.
Trish Houston’s salary will be increased by 3.9% to £305,000. This increase is below that of the wider
workforce.
Her benefits are unchanged in 2025.
PENSION
Purpose
To provide funding for retirement at market competitive levels.
Operation and
opportunity
Executive Directors may receive pension contributions to a personal Pension scheme and/or cash
allowances in lieu of contributions.
Executive Directors (including current incumbents and new Directors) to receive a contribution of 9% of
base salary in line with the contribution for the majority of the workforce.
Performance
framework
None
Outcomes for 2024
Denis Jackson received the cash allowance in lieu of contributions equivalent of 9% of salary.
Trish Houston received a cash allowance in lieu of part of her pension contributions, the remainder was
received in pension contributions.
Implementation
in 2025
Denis Jackson’s pension contribution is unchanged in 2025.
Trish Houston’s pension contribution is unchanged in 2025.
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Directors’ Remuneration Report continued
ANNUAL BONUS
Purpose
To incentivise and reward the achievement of annual business objectives to enable successful
implementation of the Group strategy, and to align the interests of Executive Directors with
shareholders and support retention.
Operation and
opportunity
Financial and non-financial objectives, targets and metrics are set at the start of the year.
Maximum individual annual bonus opportunity is 125% of base salary. 60% of maximum (equivalent to
75% of salary) is payable for financial performance. 40% of maximum (equivalent to 50% of salary) is
payable for non-financial performance.
Half of any bonus earned above £100,000 will be deferred in shares for three years. Dividend equivalents
may accrue on deferred bonus awards and be paid on those shares which vest.
The Plan contains malus and clawback provisions (see below for details).
The total aggregate annual bonus payment for Executive Directors is capped at 25% of the general
bonus pool for employees.
Performance
framework
Performance versus financial and non-financial objectives is assessed at the end of each year to
determine the award.
The financial component of the bonus is calculated on a formulaic basis. Threshold and stretch
financial performance levels of 5% to 12% annual growth in profits are applied, with a pay-out of 20%
of maximum at minimum threshold performance rising to 100% of maximum at stretch performance,
calculated on a straight-line basis.
The Committee assesses performance against strategic objectives and associated targets and metrics
to determine the non-financial component of the bonus to be awarded.
The Committee has discretion to set suitable metrics and targets, and to adjust the formulaic bonus
outcome to reflect underlying Company performance. Any adjustments or discretion applied by the
Committee will be fully explained in the following year’s Remuneration Report.
Outcomes for 2024
Denis Jackson has been awarded a 43.1% of base salary bonus, out of a maximum 125% of base salary.
The basis for award is explained on pages 95 to 96.
Trish Houston has been awarded a 43.1% of base salary bonus, out of a maximum 125% of base salary.
The basis for award is explained on pages 95 to 96.
Implementation
in 2025
The maximum individual annual bonus opportunity continues to be 125% of base salary for Denis Jackson.
The maximum individual annual bonus opportunity continues to be 125% of base salary for Trish Houston.
LTIP
Purpose
To drive sustained long-term performance that supports the creation of shareholder value, and to
encourage and facilitate substantial long-term share ownership.
Operation and
opportunity
An award of conditional shares or nil cost-options may be granted annually.
Awards vest after three years, subject to performance and continued employment. Following vesting,
an additional two-year holding period will apply (net of tax), such that shares are not released until five
years from grant.
Award levels and performance conditions are reviewed in advance of each grant to ensure they
remain appropriate.
At the Committee’s discretion, an amount in shares or cash equal in value to the dividends payable may
accrue on shares which have vested from the date of vesting until the end of the holding period.
Performance
framework
The award is currently based on financial measures, normally profit-based measures linked to the IPS
business. The Committee has the discretion to set suitable metrics and targets for each grant.
The higher maximum award size in this Policy of 150% from 2023, was accompanied by a reduction
in the vesting percentage at threshold performance to 20%, and by more demanding performance
requirements.
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Directors’ Remuneration Report continued
CORPORATE GOVERNANCE
LTIP continued
Performance
framework
continued
The Committee has discretion to adjust the formulaic vesting outcome to reflect underlying Company
performance. Any adjustments or discretion applied by the Committee will be fully explained in the
following year’s Remuneration Report.
Outcomes for 2024
The Committee uses growth in IPS PBT for existing LTIP awards as the metric for determining the level
of vesting over the relevant performance period. In the event that an acquisition is made for IPS, an
appropriate adjustment to starting PBT will be made so as to ensure a like-for-like comparison.
Denis Jackson was awarded an LTIP in 2022 which will vest in March 2025. The Committee exercised
discretion to measure PBT on an underlying basis in 2024 (that is, before impairment of goodwill and
other exceptional non-recurring costs associated with restructuring). Using underlying1 IPS PBT for 2024,
CAGR over the 3 year period was 6.9%, relative to threshold to stretch performance range of 4% to 10%
CAGR, so he will receive 61.8% of the maximum of award.
Trish Houston was awarded an LTIP in 2022 which will vest in March 2025. Using underlying1 IPS PBT for
2024, CAGR over the 3 year period was 6.9%, relative to threshold to stretch performance range of 4% to
10% CAGR, so Trish Houston will receive 61.8% of the maximum of award.
The Executive Directors were each granted LTIP awards in 2023 and 2024 of 150% of base salary, and will
be granted 2025 awards, also of this percentage of base salary.
The annual growth percentages at threshold and stretch for the 2023 and 2024 grants are 4% and 14%
respectively and the percentage vesting at threshold performance was reduced to 20% with effect from
the 2023 grants (previously 25%).
Implementation
in 2025
The annual growth percentages at threshold and stretch for the 2025 grant are 4% and 14% respectively,
with 20% vesting at threshold, based on profit before interest and tax.
Denis Jackson will be awarded an LTIP of up to 150%, subject to meeting the performance conditions.
Trish Houston will be awarded an LTIP of up to 150%, subject to meeting the performance conditions.
Note
1 See alternative performance measures on page 161 for reconciliation to statutory PBT and details of non underlying items.
ALL EMPLOYEE PLANS
Purpose
To encourage share ownership throughout the workforce.
Operation and
opportunity
The Executive Directors are eligible to participate in an HMRC-approved Save As You Earn Share Save
Plan (‘SAYE’) and/or Share Incentive Plan (‘SIP’) on the same basis as all other eligible UK employees.
The Committee intends to maintain and operate these schemes in accordance with scheme rules and
HMRC Regulations.
The prevailing HMRC approved limits apply.
Performance
framework
None
SHAREHOLDING REQUIREMENTS
Purpose
To provide alignment between the interests of the Executive Directors and our other shareholders.
Operation and
opportunity
The Executive Directors are required to build and maintain a minimum shareholding of two times base
salary. Executive Directors are required to retain 50% of the post-tax number of vested shares from the
Company incentive plans until the minimum shareholding requirement is met and maintained.
On cessation of employment, Executive Directors are required to retain their minimum shareholding
requirement immediately prior to departure for two years. Where their actual shareholding at departure
is below the minimum shareholding requirement, the Executive Directors’ actual shareholding is
required to be retained on the same terms and for the same periods.
The Company has established a process for monitoring and enforcement of in-role and post-cessation
shareholding requirements.
Performance
framework
None.
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Consideration of shareholder views
The Remuneration Committee is committed to shareholder
dialogue and engages with shareholders as appropriate to
address any remuneration issues that arise in relation to the
Executive Directors. Shareholders are given the opportunity to
engage with decisions in relation to Executive Director pay at
the AGM. The Chair of the Remuneration Committee welcomes
the opportunity to hold individual meetings with shareholders, if
requested, as outlined in the Directors’ Report on page 67.
Any feedback provided is taken into account when developing
Executive remuneration arrangements, in addition to guidelines
of investor bodies. The Committee monitors trends and
developments in corporate governance and market practice
to ensure the structure of Executive remuneration remains
appropriate and will undertake a shareholder consultation in
advance of any material changes to the Remuneration Policy, as
we did for the Policy approved at the 2023 AGM. The Remuneration
Policy will next be put to shareholders at the 2026 AGM.
Minor amendments
The Committee may make minor amendments to the Policy set
out above (for regulatory, exchange control, tax or administrative
purposes or to take account of a change in legislation) without
obtaining shareholder approval for that amendment.
Differences in remuneration policy for Executive
Directors compared with other employees
In determining the remuneration arrangements for Executive
Directors, the Committee considers pay and conditions of other
employees across the business and aims to ensure a consistent
approach. To facilitate this, the Committee receives information
on wider workforce remuneration, ensuring a good understanding
of the structure and application of the reward policies throughout
the Group.
One of the Non-Executive Directors, Clare Askem, has responsibility
for leading engagement with the workforce, including on
remuneration matters. Various methods of communication
(including presentations, email correspondence and availability
for face-to-face meetings) may be utilised for this engagement.
The Company’s approach to annual salary reviews is consistent
across the Group, with consideration given to the level of
experience, responsibility, individual performance and salary
levels in comparable companies. Pension and principal benefits
are also provided to all employees. All employees are eligible
to participate in an annual bonus scheme with business area-
specific metrics and individual performance taken into account
where appropriate.
Senior Managers may be eligible to participate in the LTIP with
annual awards up to 100% of base salary. Performance conditions
are consistent for all participants, while award sizes vary by
individual. Specific cash incentives are also in place to motivate,
reward and retain staff below Board level.
When determining incentive outcomes, the Remuneration
Committee takes account of the Executive Directors’ oversight
of the Portfolio, as well as the performance of the IPS business.
For all other employees, performance is primarily based on the
IPS business. All UK employees are eligible to participate in the
Company’s SAYE and SIP schemes on the same terms.
Illustration of total remuneration opportunity
for 2025
Directors’ Remuneration Report continued
£0
£200
£400
£600
£800
£1,000
£1,200
£1,400
£1,600
Denis Jackson (CEO)
Fixed pay
Annual bonus
LTIP
Trish Houston (COO)
Minimum
Target
Maximum
Maximum + 50%
share price growth
Minimum
Target
Maximum
Maximum + 50%
share price growth
Remuneration (£000s)
Remuneration (£000s)
100%
44%
28%
24%
25%
33%
27%
31%
39%
49%
100%
44%
28%
24%
25%
33%
27%
31%
39%
49%
£493
£1,111
£1,730
£2,068
£333
£753
£1,401
£1,172
£0
£250
£500
£750
£1,000
£1,250
£1,500
£1,750
£2,000
£2,250
SHAREHOLDING REQUIREMENTS continued
Outcomes for 2024
Denis Jackson held 270% of base salary in shares through his own account, deferred bonus (net of
expected PAYE), LTIP vested awards (net of expected PAYE), SAYE and the SIP against a target of 200% of
base salary as at 31 December 2024.
Trish Houston held 128% of base salary in shares through her own account, deferred bonus (net of
expected PAYE), LTIP vested awards (net of expected PAYE), SAYE and the SIP against a target of 200%
of base salary as at 31 December 2024. This figure also includes 1,474 shares held by persons closely
associated (‘PCA’).
Implementation
in 2025
No changes to the policy.
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Directors’ Remuneration Report continued
Policy for Board Chair and Non-Executive Directors
The Non-Executive Directors, including the Board Chair, do not
have service contracts and are appointed for an indefinite term.
Non-Executive Directors are not entitled to compensation on
termination of their Directorship, no matter what the reason for
termination. The Directors are subject to annual re-election at the
AGM. Non-Executive Directors’ letters of appointment are available
to view at the Company’s registered office.
Non-Executive Directors are not eligible to join the Company’s
pension scheme or participate in any bonus scheme or share
incentive plans. Any reasonable expenses that they incur in the
furtherance of their duties are reimbursed by the Company
(including any tax liability thereon).
PURPOSE AND
LINK TO STRATEGY
OPERATION
FEE LEVELS
To attract and retain Non-
Executive Directors of the
required calibre by offering
market competitive fees.
The Board Chair is paid a single annual all-
inclusive fee for all Board responsibilities.
Non-Executive Directors receive a base annual
Board fee. Additional fees may be payable for
additional Board responsibilities such as Chairship
of a sub-committee of the Board, the role of Senior
Independent Director, or the role of ‘Employee
Engagement Designated NED’.
The Board Chair’s fee is determined by the
Committee (excluding the Board Chair), and fees
for Non-Executive Directors are determined by the
Board (excluding the respective Non-Executive
Directors). Fees are reviewed periodically,
considering time commitment, scope and
responsibilities, and appropriate market data.
Expenses incurred in the performance of non-
executive duties for the Company may be
reimbursed or paid for directly by the Company,
including any tax due thereon.
Fee levels are disclosed in the Directors’
Remuneration Report and reviewed periodically.
Any fee increases may take into account, material
misalignment with the market or a change in the
complexity, responsibility or time commitment
required to fulfil the role. The Board may make
appropriate adjustments to fee levels to ensure
they remain market competitive and fair to
the Director.
The Board may, in exceptional circumstances,
award additional fees to recognise significant
additional responsibilities or time commitment
required of individuals.
The maximum annual aggregate fee for all Non-
Executive Directors will be within any limits set out
in the Company’s Articles of Association.
ELEMENT
ASSUMPTIONS
Total fixed pay
Base salary: CEO £450,000. COO £305,000.
Pension: 9% of salary or cash equivalent.
Benefits: As disclosed in single figure table on page 98.
Annual bonus
Minimum: No payout.
On-target: 50% of maximum.
Maximum: 100% of maximum (125% of salary).
LTIP
Minimum: No vesting.
On-target: 50% of maximum.
Maximum: 100% of maximum (150% of salary).
Share price growth
Calculated based on the impact of 50% share price appreciation on LTIP.
C O R P O R A T E G O V E R N A N C E
Directors’ Remuneration Report continued
How do we safeguard against payments for failure?
SAFEGUARDING REQUIREMENTS
Performance based pay
A significant portion of remuneration varies with performance – where performance targets are not
achieved, lower or no payments will be made under the plans.
Discretion
The Committee will operate all incentive plans according to the rules and discretions contained
therein to ensure that the implementation of the Remuneration Policy is fair, both to the individual
Director and to the shareholders. The discretions cover aspects such as (but not limited to):
• selection of participants;
• timing of grant and vesting of awards;
• size of awards (subject to the Policy limits);
• choice of measures, weightings and targets;
• determining level of payout or vesting based on an assessment of performance;
• settlement of awards in cash or shares;
• treatment of awards on termination of employment and change of control;
• adjustment of awards in certain circumstances, e.g. changes in capital structure, demerger, special
dividend, distribution or any other corporate event which may affect the current or future value of an
award;
• adjustments to take account of windfall gains on LTIP awards;
• adjustment of performance conditions in exceptional circumstances provided the new targets are
fair and reasonable and neither materially more or less challenging, in the context of exceptional
circumstances, than the original targets; and
• application of malus and/or clawback.
Any such use of discretion will be fully disclosed in the subsequent annual report and may, as
appropriate, be the subject of consultation with the Company’s shareholders.
Malus and Clawback
Malus is the adjustment of deferred annual bonus awards or unvested LTIP awards, because of the
occurrence of one or more unforeseen circumstances. The adjustment may result in the value being
reduced to nil.
Clawback is the recovery of cash payments made under the annual bonus, deferred annual bonus
award or vested LTIP awards as a result of the occurrence of one or more circumstances listed.
Clawback may apply to all or part of a participant’s payment or award and may be effected, among
other means, by requiring the transfer of shares, payment of cash or reduction of awards or bonuses.
The circumstances in which malus and clawback could apply are as follows:
• gross misconduct;
• misstatement of the financial results;
• error in reporting or calculation;
• serious reputational damage; or
• corporate failure.
Malus applies to deferred annual bonus awards and unvested LTIP awards up to the date of vesting.
Clawback applies to cash annual bonus payments and vested LTIP awards for up to two years from
payment or vesting.
Annual bonus payments and LTIP awards are subject to malus and clawback for up to two years
from payment of the bonus or vesting of shares.
Payments for loss of office
There were no payments to former Directors for loss of office.
Payments to past
Directors
There were no payments to past Directors during the year.
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‘Buy-out’ awards
To facilitate recruitment, it may be necessary to ‘buy-out’
remuneration arrangements forfeited on leaving a previous
employer. This will be considered on a case-by-case basis and may
comprise cash or performance and non-performance related share
awards and would be in such form as the Committee considers
appropriate considering all relevant factors such as the form,
performance conditions, expected value, anticipated vesting and
timing of the forfeited remuneration. The Committee’s intention is that
the value awarded would be no more than the commercial value of
the awards forfeited.
For internal promotions, the approach will be consistent with the
policy for external appointees. Where an individual has contractual
commitments made prior to their promotion to Executive Director
level, the Company will continue to honour these arrangements.
Service contracts
Executive Director service contracts can be terminated by not
less than six months’ notice given in writing by either party to the
contract, with no contractual provisions for compensation payable
on early termination of the contract. The Directors are subject to
annual re-election at the AGM. Directors’ contracts are available to
view at the Company’s registered office.
Approach on recruitment
ELEMENT
ASSUMPTIONS
Salary
• The base salaries of new appointees will be determined by reference to the individual’s role and
responsibilities, experience and skills, relevant market data and pay and conditions elsewhere in the
Company.
• Base salary may be higher or lower than the previous incumbent. Salaries may be set at a lower level
initially with the intention of increasing salaries at a higher than usual rate as the executive gains
experience in the role.
Pension
• New appointees will be eligible to receive pension contributions (or cash in lieu) in line with the Policy.
Benefits
• New appointees will be eligible to receive benefits in line with the Policy, including relocation benefits if
the Committee deems it appropriate.
Annual bonus
• The structure described in the Policy table will normally apply to new appointees with the relevant
maximum being pro-rated to reflect the proportion of the year served. The Committee retains the
flexibility to determine that for the first year of appointment any annual incentive award will be
subject to such terms as it may determine.
LTIP
• New appointees will be eligible for awards under the LTIP which will normally be on the same terms as
other executives, as described in the Policy table.
Recruitment policy
When determining the remuneration arrangements of a new
appointment to the Board, the Committee will seek to apply the
following principles:
• Although we operate in a competitive market for talent, we are
mindful to pay no more than is necessary to attract and retain
high-quality talent;
• The Committee will appoint new Executive Directors with a
package that is in line with the Remuneration Policy in place at the
time, as indicated in the table below. In particular, the maximum
level of variable remuneration will be in line with the limits set out
in the Policy table.
External appointments
It is the Board’s policy to allow the Executive Directors to take up one
non-executive position on the board of another company, subject to
the prior approval of the Board. Any fee earned in relation to outside
appointments is retained by the Executive Director. During 2024,
there were no external appointments held by the Executive Directors.
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Directors’ Remuneration Report continued
PLAN
GOOD LEAVERS1
ALL OTHER LEAVERS
CHANGE OF CONTROL
Annual bonus
• Typically paid at the same time
as continuing employees, to the
extent that the performance
conditions are achieved with pro-
rating for the proportion of the
financial year worked, unless the
Committee determines otherwise.
• Deferred bonus awards will
continue until the normal vesting
date or may vest earlier at the
discretion of the Committee.
• No bonus payable.
• Unvested deferred bonus awards
lapse.
• Normally paid immediately on
the effective date of change of
control, subject to the extent of
achievement of the performance
conditions and pro-rated for the
proportion of the year served to
the date of change of control,
unless the Committee determines
otherwise.
• Deferred bonus awards normally
vest immediately in full on the
effective date of change of
control.
LTIP
• Unvested LTIP awards will typically
vest on the normal vesting date, to
the extent that the performance
conditions are achieved with
pro-rating for the proportion of
the performance period served,
unless the Committee determines
otherwise.
• Vested awards will remain subject
to any post-vesting holding
period.
• Unvested awards lapse.
• Vested awards will remain
subject to any holding period.
• Unvested LTIP awards will
typically vest immediately in
full on the effective date of
change of control, subject to the
Committee’s assessment of the
achievement of the performance
conditions and pro-rated for the
proportion of the performance
period served to the date of
change of control, unless the
Committee determines otherwise.
• The post-vesting holding period
applicable to any awards will end
at the time of change in control.
• Alternatively, awards may be
exchanged for new equivalent
awards in the acquiring company.
1 The Committee has discretion to determine that an Executive Director is a good leaver. It is the Committee’s intention to only use this discretion in circumstances where there is an
appropriate business case which will be explained in full to shareholders. A good leaver is typically defined as an employee who ceases to hold employment by reason of: death,
injury, ill-health or disability; retirement with the agreement of the Group; redundancy; the participant’s employing Company being transferred to an entity which is not a Group member;
transfer of undertaking; or any other reason at the Committee’s discretion.
Termination Payments
Executive Directors may receive base salary, pension and benefits
during the notice period, which may be paid during a period
of ‘garden leave’ or ‘payment in lieu of notice’ (PILON) for all or
part of any period of notice. Payments will normally be made in
equal monthly instalments until the end of the notice period at
the discretion of the Company and Executive Directors will be
expected to mitigate their loss. Individuals will be eligible for annual
bonus only in respect of periods worked (i.e. excluding any periods
of garden leave or PILON) subject to the normal performance
conditions. Further detail on the treatment of annual bonus and LTIP
for leavers is provided in the table below.
The Committee will seek to ensure that there are no unjustified
payments for failure. There are no entitlements to payments of any
sort in the event that for cause an Executive Director’s employment
is summarily terminated. In the event that an Executive Director is
given notice of termination of employment within twelve months
of any change in control of the Company, he/she will be given not
less than twelve month’s written notice and the same arrangements
for receiving salary and benefits during this period will apply as
described above.
The Committee may authorise payments for statutory entitlements
in the event of termination, reasonable settlement of potential legal
claims, and payment of reasonable reimbursement of professional
fees in connection with such agreements.
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Directors’ Remuneration Report continued
Performance measures selection for the annual bonus
Performance measures for the annual bonus are selected annually to reflect the Company’s main short and long-term objectives and reflect
both financial and non-financial priorities. For Executive Directors, performance measures in incentives focus predominantly on the profitability
of the IPS business which is central to Law Debenture’s business model and is the area of the business fully within their control. The performance
targets are set to be stretching but achievable, taking into account a range of internal and external reference points and having regard to the
particular strategic priorities and economic environment.
By their nature, some objectives require a more subjective assessment than others and this is done by the Committee following the input from
the wider Board as appropriate.
STRATEGIC OBJECTIVES
Description
Weighting
IPS financial performance
The Committee reviews financial metrics when assessing the Executive
Directors’ delivery against financial performance targets. The metric used
for 2024 was underlying PBT. The Executive Directors’ awards are based on
the performance against agreed thresholds, which can be found in the
table below.
60%
IPS non-financial
performance
The success of the IPS business is dependent on the effective leadership
and implementation of the right strategy to ensure our people can
provide excellent service to our clients regardless of the external
challenges the business may face. This includes a robust operational
infrastructure, a well embedded risk management framework and high
calibre people.
Engagement with investors, potential investors, market analysts, clients
and the media is considered to be beneficial to our shareholders as it
raises awareness of the unique investment proposition which is offered by
Law Debenture and supports the future growth of the IPS business.
The Remuneration Committee believe that the efforts made by the
Executive Directors to further enhance the areas outlined above should
be rewarded.
40%
MEASURE
For 2024 the maximum bonus opportunity for the Executive Directors was 125% of salary. Performance conditions were based 60% on
financial metrics and 40% on strategic metrics. Details of the specific measures, weightings and outcome achieved are set out below:
Measure
Weighting
Threshold
(20% of max.)
Maximum
(100% of max.)
Actual
Outcome
(% of salary)
IPS financial performance –
underlying PBT
60%
5%
12%
2.4%
—
IPS non-financial performance
40%
Further details set out below
43.13
Total
100%
43.13
PART 4: ANNUAL REPORT ON REMUNERATION FOR 2024
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Remuneration Outcomes for 2024
Performance against Non-Financial Objectives for 2024
Key
Performance
Area
Max bonus
(eligible
% of base
salary)
Score
(out of 5)
Bonus
awarded
(% of base
salary)
Commentary on objectives set and achievements
Operational
Excellence
25%
4.5
22.5%
Following the strategic review of the IPS business that took place
in 2023, the Remuneration Committee asked the Executive
Directors to execute on their ambitious Target Operating
Model plans and to invest in the business to build operational
excellence. Good progress has been made throughout the
year and the change programme is broadly on track. The
multi-year timeline of the change programme will lead to this
objective carrying forward to 2025. Nevertheless, the Committee
recognises the efforts of the Executive Directors in leading this
change and is pleased with progress.
CSS BAU
12.5%
3.5
8.75%
The Committee set several targets in relation to CSS which
encompassed financial and operational excellence and
workforce engagement. This has required continuing investment
and restructuring. However, the Committee now considers
that the underlying business has stabilised and therefore the
Executive Directors’ 2025 objectives for this business are focussed
on revenue and profit generation.
Customer
and
Colleague
Satisfaction
6.25%
4.5
5.63%
The Committee considered good progress was made on
developing customer satisfaction metrics which have been
beneficial to the business and will continue to be refined.
Employee satisfaction metrics are now widely used across the
business and provide valuable insights for the Board, ExCo and
wider IPS Management Team. The Committee is pleased with
progress on this front.
Brand and
Marketing
6.25%
5
6.25%
The Executive Directors were tasked with implementing a
communication strategy designed to deliver appropriate
and consistent messaging for IPS customers and current and
potential shareholders. A dedicated marketing function has now
been established and the Committee considered that excellent
progress was made on brand and marketing in 2024 and is now
well embedded into the organisation. The Board will continue to
monitor progress in this important area.
Total (of a maximum of 50% of base
salary)
43.13%
2024 PERFORMANCE AND PAY OUTCOMES
Performance against Financial Objectives for 2024
Total Annual Bonus for 2024: 43.13% of a potential maximum of 125% of base salary.
The IPS business delivered underlying PBT growth of 2.38%, below the threshold target of 5% growth, and therefore did not result in a
bonus payment on the financial component of the bonus award (total opportunity was 60% weighting equivalent to 75% of base salary
of the maximum total bonus of 125% of base salary).
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CORPORATE GOVERNANCE
Long Term Incentive Plan
The Committee adopted growth in IPS PBT as the metric for determining the level of vesting over the relevant performance period. The
Committee exercised discretion to measure PBT for 2024 on an underlying basis, as explained in the Committee Chair's introduction.
The LTIP award granted to both the CEO and COO in 2022 reached the end of its performance period on 31 December 2024. The
outcome was CAGR of 6.9% (compared with a threshold to maximum range of 4% to 10% CAGR), resulting in a vesting of 61.8% of the
maximum award.
In 2024, both the CEO and the COO were granted LTIP awards at the level of 150% of salary. The award will vest after three years based on
IPS PBT performance, and any vested shares (net of tax) will be subject to a further two-year holding period. The performance targets
are as follows. Grants in 2025 will also be at the level of 150% of base salary. Growth in profit before interest and tax will be the metric for
determining vesting, with the CAGR ranges shown below:
% vesting (of maximum)
IPS 3-year PBIT CAGR1
Below threshold
0
less than 4%
Threshold
20
4%
Stretch
100
14%
1 See alternative performance measures on page 161 for reconciliation to statutory PBT and details of non underlying items.
Directors’ Remuneration Report continued
2024 PERFORMANCE AND PAY OUTCOMES
Total remuneration 2024
Denis Jackson
Chief Executive Officer
Salary and benefits 46%
Annual bonus 20%
Pension 4%
LTIP 30%
Trish Houston
Chief Operating Officer
Salary and benefits 44%
Annual bonus 19%
Pension 3%
LTIP 33%
Share ownership
Shareholding is a key means by which the interests of Executive Directors are aligned with those of shareholders.
1 Shares owned outright have been included, plus unvested deferred bonus shares (net of expected PAYE), vested but unexercised LTIP shares (net of
expected PAYE) and SAYE.
The value of the holding has been adjusted to reflect expected tax and NI payable.
2 Trish Houston's holding includes 1,474 shares held by persons closely associated (‘PCA’).
The value of the shareholdings disclosed have been calculated using the close price as at 31 December 2024. For these purposes,
shares held in the deferred bonus scheme (on a net of tax/NIC basis), the SIP and SAYE as at 31 December 2024 have been included
as there are no performance conditions to be met. The unvested LTIP awards have not been factored in. Vested but unexercised LTIP
awards have been included on a net of PAYE basis.
Denis Jackson
Chief Executive Officer
Current holdings (net): 121,063 shares1
Two times salary: 89,586 shares
Total target value : £800,000
Trish Houston
Chief Operating Officer
Current holdings (net): 42,011 shares 1,2
Two times salary: 65,733 shares
Total target value : £587,000
Actual
Total Policy Requirement
£1,081,093
£800,000
£375,158
£587,000
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C O R P O R A T E G O V E R N A N C E
Directors’ Remuneration Report continued
Year ended
Salary1
£000
Benefits2
£000
Bonus
£000
LTIP3
£000
Pension4
£000
Total
£000
Total Fixed
£000
Total Variable
£000
Denis Jackson
2024
389
2
173
257
30
851
421
431
2023
347
2
335
365
26
1,075
375
700
Trish Houston
2024
293
1
127
218
23
662
317
345
2023
286
33
274
258
22
873
341
532
1 Changes to salary are effective from 1 April.
2 Benefits shown are available to all eligible employees. Both Denis Jackson
and Trish Houston receive healthcare insurance. In 2023, Trish Houston also
received benefits relating to her return to work from maternity leave in line
with our wider policy.
3 Includes dividend reinvestment and dividend equivalent. Value for 2024
is based on average share price for the period of 1 October 2024 to
31 December 2024 of 886.6 pence and also includes the final dividend of
9.5 pence per share. The share price at the time of the grant of the 2022 LTIP
was 777.4 pence per share compared to the average share price of 886.6
pence for the 3-month period to 31 December 2024. 12% of the 2024 value is a
result of share price growth.
The share price at the time of the grant of the 2021 LTIP was 712.8 pence per
share. The award that vested in 2024 did so at a share price of 800.0 pence
per share. The 2023 award has been updated to reflect the share price at
point of vesting and the 2024 award will be updated in the same way in the
next Annual Report. 11% of the 2023 value is a result of share price growth.
4 The pension values relate to the cash allowances paid in lieu of pension
contribution. The amount shown is the value of the allowance received,
which reflects a reduction for the cost of employer’s NIC.
Single total figure of remuneration (audited)
Executive Directors’ shareholdings (audited)
The table below shows the interests of the Executive Directors and connected persons in shares (owned outright or vested) as at 31 December
2024. Since 31 December 2024, Denis Jackson’s shareholding has increased by 623 shares pursuant to an automatic dividend reinvestment. Trish
Houston’s shareholding has increased by 248 shares pursuant to an automatic dividend reinvestment. There have been no other changes in the
Executive Directors’ interests in the period between 31 December 2024 and 11 March 2025.
Outstanding scheme interests
Shares
owned
outright
Unvested
shares not
subject to
performance1
Unvested
options not
subject to
performance2
Unvested
share options
subject to
performance3
Vested
but
unexercised
share options
Total
interests4
Shareholding
guideline
(% of salary)
Current
shareholding
(% of salary)5
Guideline
met
Denis Jackson
38,819
37,168
5,565
184,432
107,510
189,062
200%
270%
Yes
Trish Houston
7,2716
26,003
3,856
145,734
32,271
69,401
200%
128%
No
1 Includes deferred bonus awards granted under the Deferred Share Plan.
2 Includes options awarded under Save As You Earn Share Save Plan.
3 Includes options awarded under the LTIP.
4 Total scheme interests excludes the shares subject to performance conditions.
5 Based on a share price on 31 December 2024 of 893 pence. Shares
owned outright have been included, plus unvested deferred bonus
shares (net of expected PAYE), vested but unexercised LTIP shares (net of
expected PAYE) and SAYE.
6 Includes person closely associated (‘PCA’) holdings of 1,474 shares.
99
CORPORATE GOVERNANCE
Directors’ Remuneration Report continued
Executive Directors’ interests in shares and option plans (audited)
Denis Jackson
Scheme
Interests
held at
1 January
2024
Granted
in the
year
Date of
grant
Market
price at
grant
Dividend
equivalent
shares in
the year
Vested
in the
year
Lapsed/
forfeited in
the year
Vested
but
unexercised
Exercised
in the
year
Exercise
price*
Market
price at
date of
exercise
Interests
held at
31 December
2024
Vesting/
first
exercise
date
1DSP 2021
13,810
—
12.03.21
704.7
135
13,945
—
—
—
n/a
n/a
n/a
12.03.24
1DSP 2022
11,822
—
14.03.22
799.1
475
—
—
—
—
n/a
n/a
12,297
12.03.25
1DSP 2023
9,194
—
15.03.23
841.5
370
—
—
—
—
n/a
n/a
9,564
16.03.26
1DSP 2024
—
15,028
14.03.24
782.0
279
—
—
—
—
n/a
n/a
15,307
15.03.27
2LTIP 2020
58,625
—
07.04.20
462.9
3,283
—
—
58,625
—
n/a
n/a
61,908
07.04.23
2LTIP 2021
45,595
—
01.03.21
712.8
4,566
41,036
4,559
—
—
n/a
n/a
45,602
01.03.24
2LTIP 2022
41,806
—
28.02.22
799.1
—
—
—
—
—
n/a
n/a
41,806
12.03.25
2LTIP 2023
66,792
—
04.04.23
795.0
—
—
—
—
—
n/a
n/a
66,792
04.04.26
2LTIP 2024
n/a
75,834
02.04.24
791.2
—
—
—
—
—
n/a
n/a
75,834
02.04.27
3SAYE 2020
5,565
—
26.08.20
539.0
—
—
—
—
—
539
n/a
5,565
26.08.25
1 Deferred Share Plan (share grant price is based on the market close on the date of the grant). Includes dividend reinvestment.
2 Long Term Incentive Plan (price at grant is calculated based on a 5 day average close price up to and including the day before the date of grant). Details of
performance conditions and targets can be found on page 97. 90% of Denis Jackson’s 2021 LTIP award vested on 1 March 2024. The remaining number of shares
lapsed accordingly. The vested awards are subject to a two year holding period.
3 Save As You Earn Save Plan (share grant price is based on market close on the date of the grant).
* Exercise price is based on market price at grant.
Trish Houston
Scheme
Interests
held at
1 January
2024
Granted
in the
year
Date of
grant
Market
price at
grant
Dividend
equivalent
shares
in the year
Vested
in the
year
Lapsed/
forfeited in
the year
Vested
but
unexercised
Exercised
in the
year
Exercise
price*
Market
price at
date of
exercise
Interests
held at
31 December
2024
Vesting/
first
exercise
date
1DSP 2022
7,260
—
13.03.22
799.1
292
—
—
—
—
n/a
n/a
7,552
12.03.25
1DSP 2023
6,815
—
15.03.23
841.5
274
—
—
—
—
n/a
n/a
7,089
16.03.26
1DSP 2024
—
11,155
14.03.24
782.0
207
—
—
—
—
n/a
n/a
11,362
15.03.27
2LTIP 2021
32,267
—
01.03.21
712.8
3,231 29,040
3,227
—
—
n/a
n/a
32,271
01.03.24
2LTIP 2022
35,374
— 28.02.22
799.1
—
—
—
—
—
n/a
n/a
35,374
12.03.25
2LTIP 2023
54,717
— 04.04.23
795.0
—
—
—
—
—
n/a
n/a
54,717 04.04.26
2LTIP 2024
—
55,643 02.04.24
791.2
—
—
—
—
—
n/a
n/a
55,643
02.04.27
3SAYE 2021
3,856
—
01.09.21
778.0
—
—
—
—
—
778.0
n/a
3,856
01.09.26
1 Deferred Share Plan (share grant price is based on the market close on the date of the grant). Includes dividend reinvestment.
2 Long Term Incentive Plan (price at grant is calculated based on a 5 day average close price up to and including the day before the date of grant). Details of
performance conditions and targets can be found on page 97. 90% of Trish Houston’s 2021 LTIP award vested on 1 March 2024. The remaining number of shares
lapsed accordingly. The vested awards are subject to a two year holding period.
3 Save As You Earn Save Plan (share grant price is based on market close on the date of the grant).
* Exercise price is based on market price at grant.
C O R P O R A T E G O V E R N A N C E
Directors’ Remuneration Report continued
Historical remuneration and TSR chart
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
Incumbent
C. Banszky
M. Adams1 T. Fullwood2
D. Jackson3 D. Jackson3 D. Jackson3 D. Jackson3 D. Jackson3 D. Jackson3 D. Jackson3
C. Banszky
M. Adams
CEO single figure of total
remuneration (£000)
677.5
180.5
142.2
611.2
643.4
643.0
643.2
1,0844
1,0755
8516
757.8
344.1
Annual bonus and deferred bonus
awarded (against maximum %)
100.0%
65.1%
100.0%
100.0%
90.9%
85.0%
85.0%
76.8%
75.7%
34.5%
0.0%
0.0%
LTIP award due to vest
(against maximum %)
n/a
n/a
n/a
n/a
n/a
n/a
n/a
74%
90.0%
61.8%
1 C. Banszky stepped down as CEO on 31 August 2016 and was succeeded by M. Adams on the same date following his appointment to the Board on
4 August 2016.
2 T. Fullwood was appointed interim Chief Executive Officer from 22 October 2017 for a fixed term until retirement at 1 January 2018.
3 D. Jackson was appointed as CEO on 1 January 2018.
4 Includes dividend reinvestment and dividend equivalent. Total number of shares which vested was 58,006 at a share price of 809 pence per share.
5 Includes dividend reinvestment and dividend equivalent. Total number of shares which vested was 45,602 at a share price of 800.0 pence per share.
6 Includes dividend reinvestment and dividend equivalent. Total number of shares due to vest is 28,740 at an average share price of 886.6 pence per share
for the 3-month period to 31 December 2024.
Law Debenture share price total return, assuming
the investment of £1,000 on 31 December 2014 and the
reinvestment of all dividends (excluding dealing
expenses)
FTSE All-Share Index total return, assuming notional
investment of £1,000 into the index on 31 December 2014
and the reinvestment of all income (excluding dealing
expenses)
£600
£800
£1,000
£1,200
£1,400
£1,600
£1,800
£2,000
£2,200
£2,400
£2,600
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
Notes
1 The graph shows the total shareholder return of a nominal holding of £1,000 of Law Debenture’s shares measured against the total shareholder return of a
nominal holding of £1,000 invested in the FTSE All-Share Index over a 10 year period.
2 Dividends have been reinvested.
3 FTSE All-Share Index is chosen as the comparator in this table because that is the index against which, historically, the Company has reported the performance of
the Portfolio.
Total Shareholder Return (TSR) chart and historical remuneration
The graph below compares the value of £1,000 invested in Law Debenture’s shares, including reinvested dividends, with the FTSE All-Share
Total Return Index over the last ten years. This index was selected because it is the index adopted as Law Debenture’s benchmark.
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100
CORPORATE GOVERNANCE
Directors’ Remuneration Report continued
Percentage change in Director remuneration
The table below shows the percentage change in Director remuneration, comprising salary, taxable benefits and annual bonus, and
comparable data for the average of all UK employees within the Company. As the figures are for calendar year earnings, the percentages
may differ from percentage increases awarded 1 April.
Salary/
fees 2024
Taxable
Benefits
2024
Annual
Bonus
2024
Salary/
fees
2023
Taxable
Benefits
2023
Annual
Bonus
2023
Salary/
fees
2022
Taxable
Benefits
2022
Annual
Bonus
2022
Salary/
fees
2021
Taxable
Benefits
2021
Annual
Bonus
2021
Salary/
fees
2020
Taxable
Benefits
2020
Annual
Bonus
2020
Denis Jackson (CEO)
12%
0%
-48%
7%
0%
34%
0%
-50%
-9%
0%
0%
0%
3%
0%
-4%
Trish Houston (COO)
2%
-97%1
-54%
31%1
>100%1
30%
-11%1
0%
1% >100%2
0% >100%2
n/a
n/a
n/a
Robert Hingley (NED)
18.5%
n/a
n/a
16.1%
n/a
n/a
3.8%
n/a
n/a
0.0%
n/a
n/a
3.0%
n/a
n/a
Tim Bond (NED)3
n/a
n/a
n/a
5.0%
n/a
n/a
3.8%
n/a
n/a
0.0%
n/a
n/a
3.0%
n/a
n/a
Claire Finn (NED)4
2.8%
n/a
n/a
10.4%
n/a
n/a
6.8%
n/a
n/a
7.2%
n/a
n/a
>100%
n/a
n/a
Clare Askem (NED)5
6.3%
n/a
n/a
8.4%
n/a
n/a >100%5
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Pars Purewal (NED)6
2.8%
n/a
n/a
13.9%
n/a
n/a >100%6
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Maarten
Slendebroek (NED)7
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
All other Employees
(excluding directors)8
4%
n/a
-3%
6%
n/a
0%
6%
n/a
0%
5%
0%
30%
3%
0%
11%
1 The discrepancies in salary/fees for Trish Houston in 2022 and 2023 relate to her period of maternity leave. The benefits for 2023 reflect the benefits Trish
received relating to her return to work from maternity leave in line with our wider policy.
2 Trish Houston joined the Board during 2020 and therefore there are no meaningful comparative figures available for the previous year.
3 Tim Bond retired from the Board in March 2024.
4 Claire Finn joined the Board during 2019 and therefore there are no meaningful comparative figures available until her first full year (2020).
5 Clare Askem joined the Board during 2021 and therefore there are no meaningful comparative figures available until her first full year (2022).
6 Pars Purewal joined the Board during 2021 and therefore there are no meaningful comparative figures available until his first full year (2022).
7 Maarten Slendebroek was appointed to the Board on 11 January 2024.
8 For the purposes of this table, all other employees excluding directors have been taken to mean employees of LDC Trust Management Limited and Safecall
Limited.
CEO pay ratio
UK regulations require companies with more than 250 UK employees to publish ratios to show CEO Total pay versus that of its UK
employees. In line with these regulations, we have provided ratios based on Method B as prescribed by the regulations, under which a
single total figure of remuneration is derived for each employee identified using the Gender Pay Gap data and the quartiles analysed.
The employee pay figures were calculated by reference to and as at the year ended 31 December 2024 using full-time equivalent data
for relevant employees in service as at 31 December 2024. The Committee is satisfied that the median pay ratio is consistent with the pay,
reward and progression policies for our UK employees.
CEO pay ratios can be volatile due to the variable nature of the CEO remuneration outcomes based on performance.
Financial year
Methodology
25th percentile ratio
50th percentile ratio
75th percentile ratio
2024
B
22:1
14:1
6:1
2023
B
32.1
19.1
10.1
CEO
£
25th percentile
£
50th percentile
£
75th percentile
£
Total pay
£851,000
£38,341
£59,031
£154,218
Base salary
£388,500
£33,000
£49,023
£113,030
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C O R P O R A T E G O V E R N A N C E
Directors’ Remuneration Report continued
Non-Executive Director fees
For 2025, the fees for the Chair and the Non-executive director base fee have increased as shown below, and explained in the Committee
Chair’s introductory statement. A fee for the role of SID was introduced in 2024.
Fee
Fees effective
1 April 2025
Fees effective
1 April 2024
% change
Chair fee
£140,000
£130,000
8%
Non-Executive Director base fee
£54,000
£50,000
8%
Additional fee for Chair of Audit Committee
£10,000
£10,000
0%
Additional fee for Chair of Remuneration Committee
£10,000
£10,000
0%
Additional fee for oversight of workforce engagement
£6,250
£6,250
0%
Additional fee for Senior Independent Director
£3,750
£3,750
0%
The aggregate base fees of the NEDs are within the limit set in the Company's Articles of Association.
Non-Executive Directors
Salary/fees
2024
Total
2024
Salary/fees
2023
Total
2023
Robert Hingley
£125,000
£125,000
£105,500
£105,500
Tim Bond1
£12,500
£12,500
£49,400
£49,400
Pars Purewal
£60,000
£60,000
£58,387
£58,387
Claire Finn
£60,000
£60,000
£58,387
£58,387
Clare Askem
£59,063
£59,063
£55,575
£55,575
Maarten Slendebroek2
£48,718
£48,718
n/a
n/a
1 Tim Bond resigned from the Board on 28 March 2024.
2 Maarten Slendebroek was appointed to the Board on 11 January 2024 and therefore did not receive fees during 2023.
Single total figure of remuneration for Non-Executive Directors (audited)
The table below sets out the single figure for the total remuneration received by each Non-Executive Director for the year ended 31 December
2024 and the prior period:
Non-Executive Directors’ shareholdings (audited)
The table below shows the interests of the Non-Executive Directors and connected persons in shares (owned outright or vested) as at
31 December 2024. Since 31 December 2024, Pars Purewal’s shareholding has increased by 278 shares pursuant to an automatic dividend
reinvestment. There have been no other changes in Directors’ interests in the period between 31 December 2024 and 11 March 2025.
Non-Executive Directors
Number of shares held as
at 31 December 2023
Number of shares held as
at 31 December 2024
Number of shares held as
at 11 March 2025
Robert Hingley
4,870
4,870
4,870
Tim Bond1
—
—
—
Pars Purewal2
13,954
31,323
31,6013
Claire Finn
2,576
2,576
2,576
Clare Askem
—
—
—
Maarten Slendebroek
—
—
—
1 Resigned on 28 March 2024.
2 Shares are held jointly with a connected person.
3 Share increase pursuant to automatic dividend reinvestment.
lawdebenture.com
102
Statement of shareholder voting at the Company’s AGM
The table below sets out the results of the most recent shareholder votes on the Directors’ Remuneration Policy at the AGM on 30 March
2023 and the Directors' Remuneration Report at the AGM on 28 March 2024. The full policy is contained in the Company’s annual report and
accounts for the year ended 31 December 2022, which may be found at https://www.lawdebenture.com/investment-trust/shareholder-
information/annual-reports-and-half-yearly-reports.
Percentage of votes cast
Number of votes cast
For
Against
For
Against
Withheld1
2023 Directors’ Remuneration Report
98.02%
1.98%
27,701,860
559,917
446,359
Directors’ Remuneration Policy 2023 - 2025
95.76%
4.24%
26,326,896
1,165,584
340,470
1 A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes cast for and against a resolution.
This report was approved by the Board of Directors on 11 March 2025 and signed on its behalf by:
Claire Finn
Chair, Remuneration Committee
Directors’ Remuneration Report continued
The average number of employees has increased from 288 in 2023 to 298 in 2024, which has led to an increase in employee pay expenditure. The
increase also includes the effect of the annual review of base salaries. Distribution to shareholders has been subject to an increase for the current
year as explained in the Chairman’s statement on page 9.
Relative importance of spend on pay
The table below shows the Company’s actual expenditure on shareholder distributions (including dividends and share buybacks) and
total employee pay expenditure for the financial years ended 31 December 2023 and 31 December 2024.
2024
£000
2023
£000
% change
Total employee pay expenditure1
28,599
26,960
6.0%
Total distributed to shareholders2
44,236
41,928
5.5%
1 Total remuneration includes bonuses, employers’ NI and pension costs and is the figure reported at note 3 of the accounts.
2 Amounts distributed to shareholders are the totals of the final and interim dividends in respect of that year. There were no other distributions.
CORPORATE GOVERNANCE
103
Jack Dawson
Surfer at Sunset – LawDeb Lens 2022
F I N A N C I A L S T A T E M E N T S
lawdebenture.com
104
Report on the audit of the financial statements
1. Opinion
In our opinion:
• the financial statements of The Law Debenture Corporation p.l.c. (the ‘Company’) and its subsidiaries (the ‘Group’) give a true and
fair view of the state of the Group’s and of the Company’s affairs as at 31 December 2024 and of the Group’s profit for the year then
ended;
• the Group financial statements have been properly prepared in accordance with United Kingdom adopted international accounting
standards and IFRS Accounting Standards as issued by the International Accounting Standards Board (‘IASB’);
• the Company financial statements have been properly prepared in accordance with United Kingdom adopted international
accounting standards and IFRS Accounting Standards as issued by IASB and, as applied in accordance with the provisions of the
Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
FINANCIAL STATEMENTS
We have audited the financial statements which comprise:
• the consolidated statement of profit and loss;
• the consolidated statement of comprehensive income;
• the consolidated and parent company statement of financial
position;
• the consolidated statement of changes in equity;
• the parent company statement of changes in equity;
• the consolidated and parent company cash flow statement;
• the related notes 1 to 28.
The financial reporting framework that has been applied in their
preparation is applicable law and United Kingdom adopted
international accounting standards and IFRS Accounting Standards
as issued by IASB and, as regards the Company financial
statements, as applied in accordance with the provisions of the
Companies Act 2006.
2. Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and applicable law. Our responsibilities
under those standards are further described in the auditor’s responsibilities for the audit of the financial statements section of our report.
We are independent of the Group and the Company in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the Financial Reporting Council’s (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 provided to the
Group and Company for the year are disclosed in note 3 to the financial statements. We confirm that we have not provided any non-audit
services prohibited by the FRC’s Ethical Standard to the Group or the Company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independent Auditor’s Report
to the Members of The Law Debenture Corporation p.l.c.
105
F I N A N C I A L S T A T E M E N T S
Independent Auditor’s Report continued
4. 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 Group’s and
Company’s ability to continue to adopt the going concern basis of
accounting included:
• assessing the directors considerations regarding whether they
consider it appropriate to adopt the going concern basis of
accounting;
• assessing the compliance with covenants attached to long-
term borrowing including the headroom associated with the
covenants;
• assessing the liquidity of the assets of the Group and whether
there is sufficient liquidity for the Group to continue to operate
and meet its financial obligation.
• evaluating Directors’ plans for future actions in relation to their
going concern assessment; and
• assessing the appropriateness of the going concern disclosures
in the financial statements.
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
Group's and 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 reporting on how the Group 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.
3. Summary of our audit approach
Key audit matters
The key audit matters that we identified in the current year were:
• valuation and existence of quoted investments; and
• occurrence of independent professional services fees.
Within this report, key audit matters are identified as follows:
Newly identified
Increased level of risk
Similar level of risk
Decreased level of risk
Materiality
The materiality that we used for the Group financial statements was £9.3m which was determined on the
basis of 1% of net assets.
Scoping
We focused our Group audit scope primarily on the audit work at the Company and six of the largest
subsidiary companies in the Group. These seven entities represent the principal operating companies and
account for 99% of the Group’s total assets and 93% of the Group’s revenue.
Audit work to respond to the risks of material misstatement identified was performed directly by the Group
audit engagement team.
Significant changes
in our approach
There were no significant changes in our approach.
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FINANCIAL STATEMENTS
5.1. Valuation and existence of quoted investments
Key audit matter
description
The investments of the Group of £1,042.1m (2023: £965.2m) are key to its performance and account for the
majority of the total assets, 92.6% at 31 December 2024 (2023: 96.4%).
Quoted investments amounts to 99.5% of the total investments and are valued at their fair value, which is
represented by the market bid price. These are listed on recognised exchanges are valued at the closing bid
price at the year end. Please see the accounting policy in note 1 and note 13.
There is a risk that quoted investments within the portfolio may not be actively traded and the prices quoted
may not be reflective of fair value.
Additionally, there is a risk that the quoted investments recorded may not represent property of the Group
and the Company.
There is a risk that the investment valuation and investment existence be manipulated by applying an
incorrect share price and number of shares. This could result in material misstatement of the net asset value
of the Group.
How the scope of our
audit responded to
the key audit matter
We have performed the following procedures to test the valuation and existence of quoted investments at
31 December 2024:
• Obtained an understanding of the relevant controls over valuation and existence of quoted investments;
• Agreed 100% of the Company’s investment portfolio at the year-end to confirmations received directly from
the custodian;
• Independently agreed 100% of the bid prices of quoted investments on the investment ledger at year end to
closing bid prices published by an independent pricing source;
• Assessed the liquidity of samples of the quoted holdings at year-end by comparing the holding size to
the shares traded after the year end to determine if the valuation is reflective of quoted prices in an active
market;
• Evaluated the completeness and appropriateness of disclosures in relation to fair value measurements and
liquidity risk; and
• Tested the accuracy of samples of purchases and sales of quoted investments by comparing its amount to
the bank statements.
Key observations
Based on the work performed we concluded that the valuation and existence of quoted investments is
appropriate.
5. Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due
to fraud) that we identified. These matters included those
which had the greatest 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.
Independent Auditor’s Report continued
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F I N A N C I A L S T A T E M E N T S
Independent Auditor’s Report continued
5.2. Occurrence of independent professional services fees
Key audit matter
description
Independent professional services (‘IPS’) revenue consists of fees receivable from the provision of services,
and is recognised based on the delivery of performance obligations and an assessment of when control is
transferred to the customer.
The basis of fees vary across the various divisions of IPS, increasing the relative risk of misstatement. The
accounting policy for revenue recognition is detailed in Note 1 and Note 6 to the financial statements.
Fees of £61.7m were recorded for the year-ended 31 December 2024 (2023: £58.5m). The fees require the
implementation of appropriately authorised client contracts for services performed by the Group, as well
as appropriate accounting treatment in line with IFRS 15 “Revenue from contracts with customers”.
Revenue is a balance of key importance to stakeholders and impacts long-term incentives. Additionally,
recording revenue which did not occur could have a significant impact on the Group’s earnings per share.
Given the manual processes involved in accounting for this revenue, we consider it to be a key audit matter.
How the scope of our
audit responded to
the key audit matter
We have performed the following procedures to test the occurrence of independent professional services
fees for the year:
• We obtained an understanding of the relevant controls over the occurrence of IPS fees.
• We independently agreed a sample of fees to signed client agreements, sales invoices and bank
receipts as evidence that the transaction occurred. Where amendments were made to client
agreements, we assessed whether these had been recorded accurately and timely.
• Finally, we evaluated whether revenue recorded is in compliance with IFRS 15 for revenue recognition
criteria.
Key observations
Based on our work, independent professional service fees are appropriately recorded.
6. Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of
a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in
evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements
Company financial statements
Materiality
£9.3m (2023: £8.5m)
£8.4m (2023: £7.7m)
Basis for determining
materiality
1% (2023: 1%) of net assets as at the year end.
Company materiality equates to 0.9% (2023: 0.9%)
of net assets, which is capped at 90% of Group
materiality.
Rationale for the
benchmark applied
Net assets has been chosen as a benchmark as
it is considered the most relevant benchmark for
investors and is a key driver of shareholder value.
Company materiality has been capped at 90%
Group materiality to ensure errors identified in the
parent entity that may present an aggregate risk
of material misstatement to the Group financial
statements are detected.
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FINANCIAL STATEMENTS
6. Our application of materiality continued
6.1. Materiality continued
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected
misstatements exceed the materiality for the financial statements as a whole.
Group financial statements
Company financial statements
Performance
materiality
70% (2023: 70%) of Group materiality
70% (2023: 70%) of Company materiality
Basis and rationale
for determining
performance
materiality
In determining performance materiality, we considered the following factors:
• our understanding of the entity, its environment and the investment company sector;
• the quality of the entity's internal controls over financial reporting;
• significant control deficiencies identified in previous audits;
• the nature, volume and size of misstatements (corrected and uncorrected) in the previous audit; and
• management’s willingness to correct misstatements identified.
6.3. Error reporting threshold
We agreed with the Audit and Risk Committee that we would report to the Committee all audit differences in excess of £0.4m (2023:
£0.4m), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the
Audit and Risk Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.
7. An overview of the scope of our audit
7.1. Identification and scoping of components
The organisation is headquartered and operates principally out of the UK, but also operates subsidiaries in United Kingdom, Ireland, Hong
Kong, Cayman Islands, Channel Islands and the United States.
In determining the scope of work to be performed on specific components of the Group, we considered risk associated with account
balances and classes of transactions scoped for the Group audit to reduce to an acceptably low level, the risk of material misstatements in
account balances and the classes of transactions.
Based on that assessment, we focused our Group audit scope primarily on the audit work at the Company and six of the largest subsidiary
companies in the Group, which were subject to an audit of specified account balances where the extent of our testing was based on
our assessment of the risks of material misstatement and of the materiality of the Group’s operations in each of those entities. All other
subsidiaries were subject to Group-wide analytical review procedures.
NAV £921m
NAV
Group materiality
Group
Component performance
materiality range
£4m to £6m
Audit and Risk Committee
threshold
£0.4m
Independent Auditor’s Report continued
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F I N A N C I A L S T A T E M E N T S
Independent Auditor’s Report continued
7.1. Identification and scoping of components continued
These seven entities represent the principal operating companies and account for 99% of the Group’s total assets, 99% of the Group’s net
assets, 95% of the Group’s revenue and 98% of the Group’s profit before tax. They were also selected to provide an appropriate basis for
undertaking audit work to address the risks of material misstatement identified above. Our audit work at the six subsidiaries was executed at
levels of component performance materiality which were lower than Group materiality and were capped at £3.9 million for all components.
Company materiality is set out at section 6 above.
Audit work to respond to the risks of material misstatement identified was performed directly by the Group audit engagement team.
2%
98%
1%
99%
Net assets
Profit
before tax
5%
95%
Revenue
Audit of the entire financial
information
Review at Group level
Audit of the entire financial
information
Review at Group level
Audit of the entire financial
information
Review at Group level
7.2. Our consideration of the control environment
We identified that the following key IT systems were relevant to the audit:
• Sage Intacct, which is the finance software used across all components of the Group and is used to record underlying transactions within
the Group;
• Kantata, which is used for recording key customer data and billing in respect of IPS revenue; and
• Investment Net asset value (NAV), an in-house tool which is used in recording the net asset value of the investment portfolio.
Furthermore, as noted by the Audit and Risk Committee on page 78, the Group’s finance operations (including its control environment) is
undergoing a Target Operating Model (‘TOM’) programme that involves the improvement in the overall control environment. Therefore,
considering the on-going changes to the overall control environment, we concluded that a fully substantive approach was appropriate in all
aspects of the audit for the year ended 31 December 2024.
7.3. Our consideration of climate-related risks
In planning our audit, we have considered the potential impact of climate change on the Group’s business and its financial statements.
The Group continues to develop its assessment of the potential impacts of environmental, social and governance ('ESG’) related risks,
including climate change, as outlined on pages 53-61. As a part of our audit, we have obtained Group management’s climate-related risk
assessment documentation and held discussions with the Group ESG Manager to understand the process of identifying climate-related
risks, the determination of mitigating actions and the impact on the Group’s financial statements. We also reviewed the financial statement
disclosures on the impact of climate-related risks (as disclosed on page 121) and evaluated whether the disclosure was appropriate.
We performed our own qualitative risk assessment of the potential impact of climate change on the Group’s account balances and
classes of transactions, including an assessment of how the potential impacts of climate change affect the financial statements, in
particular judgements and estimates made in the recognition and measurement of assets and liabilities and related disclosures. These risk
assessment procedures did not identify any additional risks of material misstatement.
In addition, we considered whether the TCFD disclosures provided were consistent with knowledge of the Group obtained during the audit.
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8. Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor’s report
thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in 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.
9. Responsibilities of directors
As explained more fully in the Directors’ Report statement, 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 Group’s and 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 Group or the Company or to cease operations, or have no realistic alternative but to do so.
10. Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditor’s report.
FINANCIAL STATEMENTS
Independent Auditor’s Report continued
11. Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below.
11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and
regulations, we considered the following:
• the nature of the industry and sector, control environment and business performance including the design of the Group’s remuneration
policies, key drivers for directors’ remuneration, bonus levels and performance targets;
• results of our enquiries of management, the directors and the Audit and Risk Committee about their own identification and assessment of
the risks of irregularities, including those that are specific to the Group’s sector;
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F I N A N C I A L S T A T E M E N T S
Independent Auditor’s Report continued
11.1. Identifying and assessing potential risks related to irregularities continued
• any matters we identified having obtained and reviewed the Group’s documentation of their policies and procedures relating to:
o identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
o detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
o the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
• the matters discussed among the audit engagement team and relevant internal specialists including tax, valuations, IT and pensions
specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and
identified the greatest potential for fraud in the following areas:
• valuation and existence of quoted investments; and
• occurrence of independent professional service fees.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management
override.
We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on provisions of those
laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key
laws and regulations we considered in this context included the UK Companies Act, UK Listing Rules, pensions legislation, tax legislation and
matters regulated by the Financial Conduct Authority (‘FCA’) (the Group’s lead regulator).
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but
compliance with which may be fundamental to the Group’s ability to operate or to avoid a material penalty. These included the Group’s
operating licence and regulatory solvency requirements.
11.2. Audit response to risks identified
As a result of performing the above, we identified (i) valuation and existence of quoted investments and (ii) occurrence of independent
professional services fees as key audit matters related to the potential risk of fraud. The key audit matters section of our report explains
the matters in more detail and also describes the specific procedures we performed in response to those key audit matters.
In addition to the above, our procedures to respond to risks identified included the following:
• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of
relevant laws and regulations described as having a direct effect on the financial statements;
• enquiring of management, the Audit and Risk Committee and in-house legal counsel concerning actual and potential litigation
and claims;
• enquiring of management and the Audit and Risk Committee regarding their identification and assessment of risks of irregularities,
including those that are specific to the entity’s business sector;
• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement
due to fraud;
• reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing correspondence with
HMRC, FCA and other regulators globally; and
• in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other
adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including
internal specialists and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
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REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
12. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are
prepared is consistent with the financial statements; and
• the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Company and their environment obtained in the course of the
audit, we have not identified any material misstatements in the Strategic Report or the Directors’ Report.
13. Corporate Governance Statement
The UK 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 Group’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 and our knowledge obtained during the audit:
• the directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any
material uncertainties identified set out on page 72;
• the directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers and why the period is
appropriate set out on page 72;
• the directors' statement on fair, balanced and understandable set out on page 72;
• the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 44-45;
• the section of the annual report that describes the review of effectiveness of risk management and internal control systems set
set out on pages 42-45; and
• the section describing the work of the Audit and Risk Committee set out on page 78-81.
14. Matters on which we are required to report by exception
14.1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not received all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from
branches not visited by us; or
• the Company financial statements are not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
Independent Auditor’s Report continued
FINANCIAL STATEMENTS
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F I N A N C I A L S T A T E M E N T S
Independent Auditor’s Report continued
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’ remuneration have not
been made or the part of the directors’ remuneration report to be audited is not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
15. Other matters which we are required to address
15.1. Auditor tenure
Following the recommendation of the Audit and Risk Committee, we were appointed by the Audit and Risk Committee on 1 October 2021 to
audit the financial statements for the year ending 31 December 2021 and subsequent financial periods. The period of total uninterrupted
engagement including previous renewals and reappointments of the firm is four years, covering the years ending 31 December 2021 to
31 December 2024.
15.2. Consistency of the audit report with the additional report to the Audit and Risk Committee
Our audit opinion is consistent with the additional report to the Audit and Risk Committee we are required to provide in accordance with
ISAs (UK).
16. 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.
As required by the Financial Conduct Authority (‘FCA’) Disclosure Guidance and Transparency Rule (‘DTR’) 4.1.15R – DTR 4.1.18R, these
financial statements will form part of the Electronic Format Annual Financial Report filed on the National Storage Mechanism of the
FCA in accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides no assurance over whether the Electronic Format Annual
Financial Report has been prepared in compliance with DTR 4.1.15R – DTR 4.1.18R.
Andrew Partridge (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Glasgow, United Kingdom
11 March 2025
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FINANCIAL STATEMENTS
Simon Lee
‘All in the round’ - LawDeb Lens 2022
115
2024
2023
Notes
Revenue
£000
Capital
£000
Total
£000
Revenue
£000
Capital
£000
Total
£000
UK dividends
32,328
—
32,328
29,834
—
29,834
UK special dividends
—
1,432
1,432
—
1,368
1,368
Overseas dividends
2,373
—
2,373
3,670
—
3,670
Total dividend income
34,701
1,432
36,133
33,504
1,368
34,872
Interest income
5
739
—
739
1,197
—
1,197
Independent professional services fees
6
61,659
—
61,659
58,543
—
58,543
Other income
1,204
—
1,204
1,369
—
1,369
Total income
98,303
1,432
99,735
94,613
1,368
95,981
Net gain on investments held
at fair value through profit or loss
2
—
76,301
76,301
—
37,379
37,379
Total income and capital gains/(losses)
98,303
77,733
176,036
94,613
38,747
133,360
Cost of sales
(8,212)
—
(8,212)
(8,255)
—
(8,255)
Goodwill impairment
10
—
(17,037)
(17,037)
—
—
—
Administrative expenses
3
(42,685)
(2,706)
(45,391)
(39,708)
(2,075)
(41,783)
Operating profit
47,406
57,990
105,396
46,650
36,672
83,322
Finance costs
Interest payable
5
(1,640)
(4,908)
(6,548)
(1,635)
(4,908)
(6,543)
Profit before taxation
6
45,766
53,082
98,848
45,015
31,764
76,779
Taxation
7
(1,897)
—
(1,897)
(1,626)
—
(1,626)
Profit for the year
6
43,869
53,082
96,951
43,389
31,764
75,153
Return per ordinary share (pence)
9
33.48
40.51
73.99
33.43
24.47
57.90
Diluted return per ordinary share (pence)
9
33.48
40.51
73.99
33.41
24.47
57.88
F I N A N C I A L S T A T E M E N T S
Consolidated Statement of Profit or Loss
For the year ended 31 December 2024
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024
2024
2023
GROUP
Revenue
£000
Capital*
£000
Total
£000
Revenue
£000
Capital
£000
Total
£000
Profit for the year
43,869
53,082
96,951
43,389
31,764
75,153
Foreign exchange on translation of foreign operations
(219)
(4,541)
(4,760)
(602)
—
(602)
Pension actuarial gains/(losses)
2,738
—
2,738
(1,400)
—
(1,400)
Taxation on pension
(499)
—
(499)
—
—
—
Other comprehensive income/(loss) for the year
2,020
(4,541)
(2,521)
(2,002)
—
(2,002)
Total comprehensive income for the year
45,889
48,541
94,430
41,387
31,764
73,151
* 2024 charge offset by credit in foreign exchange translation reserve. See Consolidated Statement of Changes in Equity.
All items stated in the statement of comprehensive income will be subsequently classified to profit or loss when specific conditions are met.
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Statement of Financial Position
As at 31 December 2024
GROUP
COMPANY
Assets
Notes
2024
£000
2023
£000
2024
£000
2023
£000
Non-current assets
Goodwill
10
1,976
19,006
—
—
Property, plant and equipment
11
1,958
2,267
—
—
Right-of-use assets
22
3,822
4,131
—
—
Other intangible assets
12
2,631
3,034
16
16
Investments held at fair value through profit or loss
13
1,042,039
965,226
1,041,938
965,126
Investments in subsidiary undertakings
13
—
—
61,176
61,368
Retirement benefit asset
23
10,475
7,440
—
—
Total non-current assets
1,062,901
1,001,104
1,103,130
1,026,510
Current assets
Trade and other receivables
14
17,758
21,496
2,700
3,014
Contract assets
14
6,659
8,604
4
—
Cash and cash equivalents
15
38,354
31,439
26,453
12,382
Total current assets
62,771
61,539
29,157
15,396
Total assets
1,125,672
1,062,643
1,132,287
1,041,906
Current liabilities
Amounts owed to subsidiary undertakings
19
—
—
25,537
18,558
Trade and other payables
16
18,989
22,553
11,789
11,023
Lease liabilities
22
1,018
1,025
—
—
Corporation tax payable
2,297
2,198
—
—
Other taxation including social security
2,266
1,842
25
839
Contract liabilities
16
8,996
8,000
10
8
Total current liabilities
33,566
35,618
37,361
30,428
Non-current liabilities
Long-term borrowings
20
163,868
163,889
124,295
124,343
Contract liabilities
16
1,866
2,403
—
—
Deferred tax liabilities
7
1,418
1,788
—
—
Lease liabilities
22
4,190
4,716
—
—
Total non-current liabilities
171,342
172,796
124,295
124,343
Total net assets
920,764
854,229
970,631
887,135
Equity
Called up share capital
17
6,626
6,557
6,626
6,557
Share premium account
119,449
107,110
119,449
107,110
Own shares
17
(5,156)
(3,926)
—
—
Capital redemption
8
8
8
8
Foreign exchange translation reserve
7,197
2,659
—
—
Capital reserves
18
742,817
694,276
810,265
740,146
Retained earnings
49,823
47,545
34,283
33,315
Total equity
920,764
854,229
970,631
887,135
Total equity pence per share
694.42
651.13
As permitted by Section 408 of the Companies Act 2006, the Company has not presented its own income statement, however its profit for
the year was £114,793k (2023: profit £76,763k). The financial statements were approved by the Board of Directors and authorised for issue
on 11 March 2025. They were signed on its behalf by:
R. Hingley, Board Chair | D. Jackson, Chief Executive Officer
The Law Debenture Corporation p.l.c. registered number 00030397
FINANCIAL STATEMENTS
117
Consolidated Statement of Changes in Equity
As at 31 December 2024
GROUP
Share
capital
£000
Share
premium
account
£000
Own
shares
£000
Capital
redemption
£000
Foreign
exchange
translation
reserve
£000
Capital
reserves
£000
Retained
earnings
£000
Total equity
£000
Balance at 1 January 2024
6,557
107,110
(3,926)
8
2,659
694,276
47,545
854,229
Profit for the year
—
—
—
—
—
53,082
43,869
96,951
Deconsolidation of liquidated
entities
—
—
—
—
4,538
(4,538)
—
—
Foreign exchange and
other movements
—
—
—
—
—
(3)
(219)
(222)
Actuarial gain on pension
scheme (net of tax)
—
—
—
—
—
—
2,239
2,239
Total comprehensive
profit for the year
—
—
—
—
4,538
48,541
45,889
98,968
Issue of shares
69
12,339
(1,230)
—
—
—
—
11,178
Dividend relating to 2023
—
—
—
—
—
—
(11,971)
(11,971)
Dividend relating to 2024
—
—
—
—
—
—
(31,640)
(31,640)
Total equity
at 31 December 2024
6,626
119,449
(5,156)
8
7,197
742,817
49,823
920,764
Capital reserves comprises realised and unrealised gains on investments held at fair value through profit or loss (see note 18) and the 2024
£17,037k impairment of CSS (see CEO Statement on page 11).
Please refer to note 8 for details of dividends paid.
F I N A N C I A L S T A T E M E N T S
GROUP
Share
capital
£000
Share
premium
account
£000
Own
shares
£000
Capital
redemption
£000
Foreign
exchange
translation
reserve
£000
Capital
reserves
£000
Retained
earnings
£000
Total equity
£000
Balance at 1 January 2023
6,407
83,022
(3,128)
8
2,855
662,512
47,391
799,067
Profit for the year
—
—
—
—
—
31,764
43,389
75,153
Foreign exchange and
other movements
—
—
—
—
(196)
—
(602)
(798)
Actuarial (loss) on pension
scheme (net of tax)
—
—
—
—
—
—
(1,400)
(1,400)
Total comprehensive
profit/(loss) for the year
—
—
—
—
(196)
31,764
41,387
72,955
Issue of shares
150
24,088
(798)
—
—
—
—
23,439
Dividend relating to 2022
—
—
—
—
—
—
(11,276)
(11,276)
Dividend relating to 2023
—
—
—
—
—
—
(29,957)
(29,957)
Total equity
at 31 December 2023
6,557
107,110
(3,926)
8
2,659
694,276
47,545
854,229
lawdebenture.com
118
FINANCIAL STATEMENTS
Statement of Changes in Equity
As at 31 December 2024
COMPANY
Share
capital
£000
Share
premium
£000
Capital
redemption
£000
Capital
reserves
£000
Retained
earnings
£000
Total
£000
Balance at 1 January 2024
6,557
107,110
8
740,146
33,315
887,135
Profit for the year
—
—
—
70,119
44,674
114,793
Foreign exchange & other movements
—
—
—
—
(95)
(95)
Total comprehensive profit for the year
—
—
—
70,119
44,579
114,698
Issue of shares
69
12,339
—
—
—
12,408
Dividend relating to 2023
—
—
—
—
(11,971)
(11,971)
Dividend relating to 2024
—
—
—
—
(31,640)
(31,640)
Total equity at 31 December 2024
6,626
119,449
8
810,265
34,283
970,631
Capital reserves comprises realised and unrealised gains on investments held at fair value through profit or loss (see note 18).
Please refer to note 8 for details of dividends paid.
COMPANY
Share
capital
£000
Share
premium
£000
Capital
redemption
£000
Capital
reserves
£000
Retained
earnings
£000
Total
£000
Balance at 1 January 2023
6,407
83,022
8
708,382
29,549
827,368
Profit for the year
—
—
—
31,764
44,999
76,763
Total comprehensive profit for the year
—
—
—
31,764
44,999
76,763
Issue of shares
150
24,088
—
—
—
24,238
Dividend relating to 2022
—
—
—
—
(11,276)
(11,276)
Dividend relating to 2023
—
—
—
—
(29,957)
(29,957)
Total equity at 31 December 2023
6,557
107,110
8
740,146
33,315
887,135
119
Cash Flow Statement
For the year ended 31 December 2024
GROUP
COMPANY
Notes
2024
£000
2023
£000
2024
£000
2023
£000
Cash flows from operating activities
(before dividends received) and taxation paid
28
11,070
11,268
(6,319)
(5,780)
Cash dividends received
36,578
32,964
50,828
48,964
Taxation paid
(770)
—
—
—
Cash generated from operating activities
46,878
44,232
44,509
43,184
Investing activities
Acquisition of property, plant and equipment
11
(268)
(874)
—
—
Acquisition of right of use assets
22
—
—
—
—
Expenditure on intangible assets
12
(275)
(54)
—
—
Purchase of investments (less cost of acquisition)
13
(193,394)
(98,934)
(193,394)
(98,934)
Sale of investments
13
192,881
62,093
192,881
62,093
Interest received
5
739
1,197
449
323
Cash flow from investing activities
(317)
(36,572)
(64)
(36,518)
Financing activities
Interest paid
(6,294)
(6,544)
(6,652)
(6,653)
Dividends paid
8
(43,012)
(40,518)
(43,012)
(40,518)
Payment of lease liabilities
22
(1,295)
(1,272)
—
—
Proceeds from issuance of share capital
12,408
24,237
12,408
24,237
Purchase of own shares
17
(1,230)
(798)
—
—
Movement in amounts owed to subsidiary undertakings*
—
—
6,977
(1,043)
Net cash flow from financing activities
(39,423)
(24,895)
(30,279)
(23,977)
Net increase/(decrease) in cash and cash equivalents
7,138
(17,235)
14,166
(17,311)
Cash and cash equivalents at beginning of year
31,439
49,559
12,382
29,825
Foreign exchange losses on cash and cash equivalents
(223)
(886)
(95)
(132)
Cash and cash equivalents at end of year
38,354
31,439
26,453
12,382
* Comparative figure restated. Please see note 28.
F I N A N C I A L S T A T E M E N T S
lawdebenture.com
120
FINANCIAL STATEMENTS
Notes to the Accounts
For the year end 31 December 2024
1. Summary of significant accounting policies
General information
The Law Debenture Corporation p.l.c. (‘the Company’) is a public company limited by shares incorporated in the United Kingdom under
the Companies Act 2006 and is registered in England and Wales. The Law Debenture Corporation p.l.c. is the ultimate parent entity.
The operations and principal activities of the Company and its subsidiaries (the Group) are as an investment trust and the provider of
independent professional services.
These financial statements are presented in sterling £000, which is the currency of the primary economic environment in which the Group
operates and are rounded to the nearest thousand. Foreign operations are included. The address of the registered office is given on
page 164.
Guarantees issued to subsidiaries
For the year ending 31 December 2024 the following subsidiaries of the Company were entitled to exemption from audit under s479A of the
Companies Act 2006 relating to subsidiary companies. The Company has given a statement of guarantee under s479C of the Companies
Act 2006, whereby the Company guarantees all outstanding liabilities to which the respective subsidiary companies are subject to as at
31 December 2024:
Country of incorporation
Registered number
Law Debenture Corporation (Deutschland) Limited
UK
04019781
Law Debenture Governance Services Limited
UK
07466833
LDC (NCS) Limited
UK
07384180
Law Debenture Intermediary Corporation p.l.c.
UK
01525148
Law Debenture Trustees Limited
UK
00625705
Safecall Limited
UK
03769031
L.D.C. Trust Management Limited
UK
01234879
Pegasus Pensions p.l.c.
UK
11429849
Law Debenture Corporate Services Limited
UK
03388362
In addition to this, the Company has provided a Letter of Support to the Directors of certain subsidiaries to confirm its continued commitment
to the subsidiaries for a period of not less than 12 months.
Basis of preparation
The financial statements of The Law Debenture Corporation p.l.c. and the Group have been prepared in accordance with United Kingdom
adopted international accounting standards and with International Financial Reporting Standards as issued by the IASB.
The accounts have been prepared under the historical cost basis of accounting, modified to include the revaluation of investment at
fair value at the end of each reporting period as explained in the accounting policies below.
The assets, liabilities and contingent liabilities of subsidiaries and businesses are measured at their fair values at the date of
acquisition. Any excess consideration over the fair values of the identifiable net assets acquired is recognised as goodwill.
Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. The financial
statements of subsidiaries are adjusted, where necessary, to ensure the accounting policies used are consistent with those adopted
by the Group.
Climate risks have been considered in the preparation of these financial statements. Following a review of the potential impact of climate
risk on the Company’s financial statements, the Directors are satisfied there is no adjustment required to the carrying value of assets
and liabilities.
Where presentational guidance set out in the Statement of Recommended Practice: Financial Statements of Investment Trust Companies
and Venture Capital Trusts (issued July 2022) (‘SORP’) is consistent with the requirements of IFRS, the Directors have sought to prepare the
financial statements on a basis compliant with the recommendations of the SORP.
The principal accounting policies adopted are set out below.
121
Notes to the Accounts continued
For the year end 31 December 2024
Going concern
The Directors have considered the impact of the current economic uncertainty, across the Group, including cash flow forecasting,
balance sheet review at entity level, a review of covenant compliance including the headroom above the covenants and an assessment
of the liquidity of the Portfolio. Whilst the debentures held are subject to covenants, the Directors are comfortable that the risk of breach is
minimal, and the current economic environment does not create material uncertainty for the Group.
The assets of the Group consist largely of securities that are readily realisable, and it will be able to meet its financial obligations,
including the repayment of the debenture interest, as they fall due for a period of at least twelve months from the date of approval of the
financial statements.
Accordingly, the Directors believe that the Group has adequate resources to continue in operational existence for at least twelve months
from the date of approval of the financial statements.
Having assessed these factors and the principal risks, the Directors are not aware of any other material uncertainties that cast significant
doubt on the Group’s ability to continue as a going concern.
Adoption of new and revised IFRS Standards
The following revised IFRS Accounting Standards have been implemented by the Group during the year:
• Classification of Liabilities as Current or Non-current (Amendments to IAS 1) – effective 1 January 2024; and
• Non-current Liabilities with Covenants (Amendments to IAS 1) – effective 1 January 2024.
These have not had a material impact on the Group’s Financial Statements.
At the date of authorisation of these financial statements, the Group has not applied the following new and revised IFRS Accounting
Standards that have been issued but are not yet effective:
• Amendment to IAS 21 The Effect of Changes in Foreign Exchange Rates: Lack of Exchangeability (Amendments to IAS 21)
– effective 1 January 2025;
• Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 6)
– effective 1 January 2026;
• Annual Improvements to IFRS Accounting Standards – Volume 11 – effective 1 January 2026;
• Presentation and Disclosure in Financial Statements (IFRS 18) – effective 1 January 2027; and
• Subsidiaries without Public Accountability (IFRS 19) – effective 1 January 2027.
The standards, amendments or interpretations listed above are not expected to have a material impact on the Group.
Fair value
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation
technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability
if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair
value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except
for share-based payment transactions that are within the scope of IFRS 2, leasing transactions that are within the scope of IFRS 16, and
measurements that have some similarities to fair value but are not fair value, such as net realisable value in IAS 2 or value in use in IAS 36.
Presentation of income statement and statement of comprehensive income
In order to better reflect the activities of an investment trust company and in accordance with the SORP, supplementary information
which analyses the income statement and statement of comprehensive income between items of a revenue and capital nature has
been presented. Additionally, the net revenue is the measure the Directors believe appropriate in assessing the Group’s compliance with
certain requirements set out in Sections 1158-1159 of the Corporation Tax Act 2010.
The allocation of investment trust finance costs and investment management fees between the revenue and the capital columns in the
income statement reflects the expected split of future returns between income and capital. The proportional split is:
• Revenue 25% (2023: 25%)
• Capital 75% (2023: 75%).
1. Summary of significant accounting policies continued
lawdebenture.com
122
Notes to the Accounts continued
For the year end 31 December 2024
Segment reporting
Operating segments are components of an entity about which separate financial information is available that is evaluated regularly by
the Directors in deciding how to allocate resources and in assessing performance. The Executive Leadership team, comprising the Chief
Executive Officer, Chief Operating Officer, Chief Financial Officer and Chief Technology Officer are together the Chief Operating Decision
Makers of the Group and determine the appropriate operating segments to monitor financial performance. They have determined that
the Group comprises two reportable operating segments; the Portfolio and independent professional services (‘IPS’) business, determined
by the management information reviewed by the Board. We believe these are distinctive in nature due to their inherent characteristics.
The IPS business derives its revenue from providing services to clients. On the contrary, the Portfolio derives dividend income from
investments held. Additionally, it aims to create value for investors through long-term capital growth. It is these characteristics that
distinguishes the group into two clear segments.
The Board evaluates segmental performance based on revenue, profit before tax, along with segment assets and liabilities and APMs of
the investment trust detailed on pages 159 to 162.
Foreign currencies
Transactions recorded in foreign currencies are translated into sterling at the exchange rate ruling on the date of the transaction.
Assets and liabilities denominated in foreign currencies at the reporting date are translated into sterling at the exchange rate ruling at
that date. Gains and losses on translation are included in profit or loss for the period, however exchange gains or losses on investments
held at fair value through profit or loss are included as part of their fair value gain or loss.
The assets and liabilities of overseas subsidiaries are translated at exchange rates prevailing on the reporting date. Income and expenses
of overseas subsidiaries are translated at the average exchange rates for the period. Exchange differences arising from the translation
of net investment in foreign subsidiaries are recognised in the statement of comprehensive income and transferred to the Group’s
translation reserve.
Revenue recognition
The Group generates revenue from the investment trust and the IPS business. Revenues are largely generated in the form of dividend
income from the Portfolio of the investment trust, and also from delivering professional services to clients from the individual IPS business
comprising, Company Secretarial Services, Corporate Trust, Pensions and Pegasus, Safecall and Service of Process.
Investment Trust
Dividend Income
Dividend income from investments is recognised when the Company’s right to receive payment have been established, typically on the
ex-dividend date in accordance with the Statement of Recommended Practice: Financial Statements of Investment Trust Companies and
Venture Capital Trusts (issued July 2022) (‘SORP’). Dividend income is recognised as revenue, except where, in the opinion of the Directors,
its nature indicates it should be recognised as capital.
Dividend income is accounted for on the basis of income actually receivable, without adjustment for any tax credit attaching to the
dividends.
Where the Company has elected to receive its dividends in the form of additional shares rather than in cash (scrip dividends), the amount
of the cash dividend foregone is recognised as income.
Any excess in the value of the shares received over the amount of the cash dividend foregone is recognised in capital.
Dividend income from investments is recognised when the shareholders’ rights to receive payment have been established.
Independent Professional Services
The Group recognises revenue in accordance with IFRS 15 Revenue from Contracts with Customers. Revenue is recognised in any period
based on the delivery of performance obligations and an assessment of when control is transferred to the customer. Revenue excludes
value added tax and includes recoverable expenses incurred which are recoverable from customers. Recoverable expenses include
disbursements expected to be recovered from customers.
There are lots of different types of services offered within each business, however, performance obligations tend to be consistent for each
type of fee charged.
The transaction price is the total amount of consideration to which the Group expects to be entitled to in exchange for transferring goods or
services to a customer. The amount of consideration the Group receives can vary depending on the nature of the service and customer.
1. Summary of significant accounting policies continued
FINANCIAL STATEMENTS
123
Revenue recognition continued
The transaction price can be based on one or more principal pricing mechanisms:
• Time at a contracted charge out rate and recoverable expenses
• Annual fixed fees
• Acceptance and appointment fees
• Special fees/out of scope fee.
Revenue is recognised when the Group has satisfied performance obligations by transferring control of services to customers. Progress
is measured in satisfying the performance obligations as follows:
• For time-based arrangements, the output method is used to measure progress and the practical expedient within IFRS 15 is utilised,
allowing revenue to be recognised at the amount which the Group has the right to invoice its customers, since that amount
corresponds directly with the value to the customer of the Group’s performance completed to date.
• Annual fees – For the majority of contracts, the performance obligations are satisfied throughout the period as the services are
provided, the output method is used to measure progress here based on time-elapsed and revenue is recognised on a straight-line
basis. For other certain contracts, the substance of the performance obligations is to “stand-ready” to serve the customer and is
satisfied over time where value is transferred to the customer over time.
• Acceptance and appointment fees – There are contracts where separate performance obligations relating to acceptance fees have
been identified where these are capable of being distinct and the pattern of delivery differs to the remainder of the performance
obligation(s) within the contract. Revenue is recognised at a point in time, for example, upon creation of the Trust or Structure, which
accurately reflects the benefits received by the customer.
• Special fees / out of scope fees – typically relate to additional services provided outside of the scope of the annual contractual
agreements. These services are capable of being distinct and are considered a separate performance obligation. Revenue is
recognised at a point in time, i.e., once the service has been delivered to the client, reflecting the incremental benefits transferred to
the customer.
The Group typically invoice on a monthly, quarterly, or annual basis and payment terms can vary depending on the nature of the services
provided. Where revenue is invoiced in advance of fulfilling the performance obligation, it is deferred, and a contract liability is recognised.
Only when the performance obligations have been satisfied is the revenue released and recognised in the Income Statement.
Where performance obligations have been satisfied but the Group’s right to consideration is conditional upon something other than
the passage of time, such as the final billing amount being agreed with the customer prior to the amounts being billed, a contract asset
is recognised. These are subsequently classified as trade receivables when the customer has been invoiced in accordance with the
contractual terms.
For certain contracts with customers, there is a provision for annual transaction price increases, generally in line with local inflation.
These increases do not change the performance obligations, and the increased prices are applied prospectively when revenue
is recognised.
The Group has determined that no significant financing component exists in respect of its professional services as the period between
when the Group transfers a promised good or service to a customer and when the customer pays for that good or service will be one
year or less.
The Group has no material exposure to returns or refunds, nor does it have warranties or other related obligations.
Property, plant and equipment and right-of-use assets
All property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly
attributable to the acquisition of the item. Depreciation is calculated using the straight-line method to allocate the cost over the assets’
estimated useful lives.
Right-of-use assets are measured at cost less accumulated depreciation. The carrying amount is adjusted for any re-measurement of the
lease liability.
1. Summary of significant accounting policies continued
Notes to the Accounts continued
For the year end 31 December 2024
lawdebenture.com
124
FINANCIAL STATEMENTS
Property, plant and equipment and right-of-use assets continued
Office improvements
over the remaining lease period – rental terms are for fixed periods of between 1 to 10 years
Furniture and equipment
3-10 years
Right-of-use assets
over the remaining lease period – rental terms are for fixed periods of between 1 to 10 years
Business combinations
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method as at the acquisition date, which is the date
on which control is transferred to the Group. The consideration transferred in the acquisition is measured at the aggregate of fair values,
at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for
control of the acquiree. Goodwill is not amortised but is reviewed for impairment annually (refer to Goodwill section below). Any gain on a
bargain purchase is recognised in profit or loss immediately. Acquisition-related costs are recognised in profit or loss as incurred. Where
applicable, any contingent consideration payable is measured at fair value at the acquisition date. Subsequent changes in fair values are
adjusted against the cost of acquisition where they qualify as measurement period adjustments (which is subject to a maximum of one
year). Changes in the fair value of contingent consideration classified as equity are not recognised.
The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS3 ‘Business
Combinations’ are recognised at their fair value at the acquisition date, except where a different treatment is mandated by another
standard.
Intangible assets
Computer software
Computer software is capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are
amortised on a straight-line basis over their estimated useful lives of between three and five years.
IT project costs
IT project costs have been capitalised that relate to the development of new internal software. It is amortised on a straight-line basis from
the commencement of its use, over the useful economic life of three years.
Goodwill
Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group’s interest in the fair value of the
identifiable assets and liabilities of subsidiaries and businesses at the date of acquisition. Goodwill is initially recognised as an asset at
cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill which is recognised as an asset is tested
annually for impairment. An impairment loss is recognised if the carrying amount of an asset or cash-generating unit (‘CGU’) exceeds its
recoverable amount. Any impairment would be recognised in profit or loss and is not subsequently reversed.
Intangible assets acquired in a business combination
Intangible assets acquired in a business combination and recognised separately to goodwill are initially recognised at their fair value at
the acquisition date and have finite useful lives. Following initial recognition, intangible assets are measured at cost less accumulated
amortisation and accumulated impairment losses (where applicable). The Group does not have intangible assets with indefinite
useful lives.
Customer relationships can arise on the acquisition of subsidiaries and businesses and represent the incremental value expected to be
gained as a result of the existing contracts transferred as part of the acquired business. These assets are amortised over the length of the
average length of the related contracts.
Amortisation is recognised in the income statement on a straight-line basis over their estimated useful lives. The estimated useful lives for
Customer Relationships is eight years.
For the newly acquired intangibles relating to business combinations, please see note 12.
Impairment of assets
The Group reviews the carrying amounts of its tangible and intangible assets (including goodwill) on a regular basis, and at a minimum
at each reporting date, to assess whether there is any indication of impairment loss, or whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying
amount of the assets exceed its recoverable amount. An impairment loss is recognised immediately in the consolidated statement of
profit and loss, with goodwill impairment recorded within the capital reserve.
For details on goodwill impairment and how the recoverable amount is determined see note 10.
1. Summary of significant accounting policies continued
Notes to the Accounts continued
For the year end 31 December 2024
125
Financial instruments
Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group becomes a party to
the contractual provisions of the instrument.
Initial recognition
Financial assets and financial liabilities are initially measured at fair value, except for trade receivables that do not have a significant
financing component which are measured at transaction price. Transaction costs that are directly attributable to the acquisition or
issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are
added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction
costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised
immediately in profit or loss.
Classification and subsequent measurement
Financial assets
All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the
classification of the financial assets.
Investments
Listed and unlisted investments which comprise the Portfolio, have been classified at fair value through profit or loss. Purchases and
sales of listed and unlisted investments are recognised on the date on which the Group commits to purchase or sell the investment.
Investments are initially recognised at fair value and transaction costs are expensed as incurred. Gains and losses arising from listed and
unlisted investments, as assets at fair value through profit or loss, are included in the income statement in the period in which they arise.
The Group has not taken the option to irrevocably designate any equity securities as fair value through other comprehensive income.
Transaction costs are expensed immediately.
The fair value of listed investments is based on quoted market prices at the reporting date. The quoted market price used is the bid price.
The fair value of unlisted investments is determined by the Directors with reference to the International Private Equity and Venture Capital
Valuation (‘IPEV’) guidelines (December 2022).
Gains and losses on investments and direct transaction costs are analysed within the income statement as capital. All other costs of the
investment trust are treated as revenue items.
Trade receivables
Trade receivables are recognised initially at transaction price and subsequently measured at amortised cost less any provision for
impairment and expected credit losses, to ensure that amounts recognised represent the recoverable amount.
Contract assets
Contract assets represent revenue recognised in satisfying performance obligations, where the Group’s right to consideration is
conditional upon something other than the passage of time, such as the final billing amount being agreed with the customer prior to the
amounts being billed. These are subsequently classified as trade receivables when the customer has been invoiced in accordance with
the contractual terms.
Intercompany
The Company has a master netting agreement in relation to intercompany payables and receivables. The Company periodically settles
the net intercompany amounts with counterparties. The Company and each of its subsidiaries has a legally enforceable right to offset all
assets and liabilities due to/from other group companies and intends to settle all amounts net. Due to the nature of the asset, the Group
has assessed that no loss allowance is required to be recognised for expected credit losses on amounts due from Group undertakings.
Impairment of financial assets
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision
for trade receivables and contract assets. To measure expected credit losses trade receivables are grouped based on similar risk
characteristics including business area and ageing.
The expected loss rates are based on the Group’s historical credit losses experienced over a three-year period prior to the year end. The
historical loss rates are adjusted for current and forward-looking information on macroeconomic factors affecting the Group’s customers.
The Group has identified gross domestic product (GDP) and unemployment trends act as key economic indicators which may impact our
customers’ future ability to pay debt.
1. Summary of significant accounting policies continued
Notes to the Accounts continued
For the year end 31 December 2024
lawdebenture.com
126
FINANCIAL STATEMENTS
Financial instruments continued
Write off policy
Outstanding trade receivables are reviewed by management on a regular basis to assess their recoverability and ability to pay. The Group
writes off a financial asset when there is no reasonable expectation of recovery. Any recoveries made are recognised in profit or loss.
Derecognition of financial assets
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the
financial asset and substantially all the risks and rewards of ownership of the asset to another entity.
If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset,
the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains
substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset
and also recognises a collateralised borrowing for the proceeds received.
On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of
the consideration received and receivable is recognised in profit or loss.
Financial liabilities
Long-term borrowings are recognised initially at fair value, which are generally the proceeds net of transaction costs incurred. The
difference between the proceeds net of transaction costs and the redemption value will continue to be recognised in the income
statement over the term of the borrowings using the effective interest rate method.
All financial liabilities are measured subsequently at amortised cost using the effective interest method.
Amortised cost and effective interest method
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over
the relevant period.
The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal
repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the
maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial
asset before adjusting for any loss allowance.
Interest income is recognised using the effective interest method for debt instruments measured subsequently at amortised cost and
at FVTOCI. For financial assets other than purchased or originated credit-impaired financial assets, interest income is calculated by
applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently
become credit-impaired (see below). For financial assets that have subsequently become credit-impaired, interest income is recognised
by applying the effective interest rate to the amortised cost of the financial asset.
If, in subsequent reporting periods, the credit risk on the credit-impaired financial instrument improves so that the financial asset is
no longer credit-impaired, interest income is recognised by applying the effective interest rate to the gross carrying amount of the
financial asset.
Interest income is recognised in profit or loss and is included in the ‘interest receivable and similar income’ line item (note 5).
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire. The
difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in
profit or loss.
When the Group exchanges with the existing lender one debt instrument into another one with the substantially different terms, such
exchange is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly,
the Group accounts for substantial modification of terms of an existing liability or part of it as an extinguishment of the original financial
liability and the recognition of a new liability. It is assumed that the terms are substantially different if the discounted present value of
the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective interest
rate is at least 10 per cent different from the discounted present value of the remaining cash flows of the original financial liability. If the
modification is not substantial, the difference between: (1) the carrying amount of the liability before the modification; and (2) the present
value of the cash flows after modification is recognised in profit or loss as the modification gain or loss within other gains and losses.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held with banks and other short-term highly liquid investments with original
maturities of three months or less, subject to insignificant changes in fair value.
1. Summary of significant accounting policies continued
Notes to the Accounts continued
For the year end 31 December 2024
127
1. Summary of significant accounting policies continued
Financial instruments continued
Share capital
Ordinary shares are classified as equity. The ordinary shares of the Company which have been purchased by the Employee Share
Ownership Trust (ESOT) to provide share based payments to employees are valued at cost and deducted from equity.
Taxation
Current tax is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because it
excludes items of income or expense which are either never taxable or deductible or are taxable or deductible in other periods. The
Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the year end date.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the consolidated financial statements.
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 liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where the
Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the
foreseeable future.
The carrying amount of deferred tax assets is reviewed at each year end date and reduced to the extent that it is no longer probable
that sufficient taxable profits will be available to recover the asset.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is expected to be settled or the
asset is expected to be realised based on tax rates that have been enacted or substantively enacted at the year end date.
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to do so and presented as a net number on
the face of the balance sheet.
Investment in subsidiaries
Investments in subsidiaries are carried at cost less provision for impairment.
Employee benefits
Pension costs
The Group operates a defined benefit pension plan, which was closed to future accrual on 31 December 2016. The cost of providing
benefits under the plan is determined using the projected unit credit method, with independent actuarial calculations being
carried out at each year end date. Actuarial gains and losses are recognised in full in the period in which they occur through other
comprehensive income.
The asset recognised in the statement of financial position in respect of the defined benefit plan is the present value of the defined
benefit obligation at the year end date less the fair value of the plan assets.
In addition the Group operates defined contribution plans, where the cost recognised is the contributions paid in respect of the year.
Profit share schemes
The Group recognises provisions in respect of its profit share schemes when contractually obliged or when there is a past practice that
has created a constructive obligation.
Trade receivables
Trade receivables are recognised initially at transaction price and subsequently measured at amortised cost less any provision for
impairment and expected credit losses, to ensure that amounts recognised represent the recoverable amount.
Share based plans
The Group issues equity-settled share-based payments to certain employees. whereby the shares are deferred for a three-year
period. Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant
date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s
estimate of shares that will eventually vest and adjusted for the effects of non-market-based vesting conditions.
The Group also awards share options to executives. The Group operated a long-term performance incentive plan (‘LTIP’) to executives
in addition to annual bonus following the completion of a required service period and is dependent on the achievement of corporate
performance and individual targets. Options are normally exercisable between 3 to 5 years from the date of grant for nil consideration.
Full details of this plan can be found in the Directors’ remuneration report.
Notes to the Accounts continued
For the year end 31 December 2024
lawdebenture.com
128
1. Summary of significant accounting policies continued
Reserves
A description of each of the reserves follows:
Share premium
This reserve represents the difference between the issue price of shares and the nominal value of shares at the date of issue,
net of related issue costs.
Capital redemption
This reserve was created on the cancellation and repayment of the Company’s share capital.
Own shares
This represents the cost of shares purchased by the ESOT.
Capital reserves
The following are dealt with through this reserve:
• gains and losses on realisation of investments; and
• changes in fair value investments which are readily convertible to cash.
Retained earnings
Net revenue profits and losses of the Company and its subsidiaries and the fair value costs of share based payments which are revenue
in nature are dealt with in this reserve.
Translation reserve
This reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries.
Leases
The Group determines at contract inception whether an arrangement contains a lease. Under IFRS 16, a contract is, or contains, a lease if the
contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration.
The Group leases various office properties. Rental contracts are typically made for fixed periods of 1 to 10 years and lease terms are
negotiated on an individual basis.
All leases are accounted for by recognising a right-of-use asset and a lease liability except for:
• Leases of low value assets (under £5,000); and
• Leases with a duration of 12 months or less.
Lease liabilities are initially measured at the present value of the lease payments that are not paid at the commencement date, discounted
using the interest rate implicit in the lease. If that rate cannot be readily determined, the Group’s incremental borrowing rate is used.
Generally, the Group uses its incremental borrowing rate as the Group’s borrowing rate which was updated following the issuance of a
further two debentures, lowering the rate to 3.966% (previously 4.589%). Where there has been a lease modification and/or a new lease
arrangement entered into, this rate has been applied.
The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is
remeasured when there is a change to future lease payments arising from a change in an index rate, a change in the estimate of the
amount expected to be payable under the residual value guarantee, or as appropriate, changes in the assessment of whether a purchase or
extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised.
Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:
• Lease payments made at or before commencement of the lease;
• Initial direct costs incurred; and
• The amount of any provision recognised where the Group is contractually required to dismantle, remove or restore the leased asset
(typically leasehold dilapidations).
When the Group revises its estimate of the term of any lease (because, for example, it re-assesses the probability of a lessee extension or
termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised
term, which are discounted using a revised discount rate. The carrying value of lease liabilities is similarly revised when the variable element
of future lease payments dependent on a rate or index is revised, except the discount rate remains unchanged. In both cases an equivalent
adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining
(revised) lease term. If the carrying amount of the right-of-use asset is adjusted to zero, any further reduction is recognised in profit or loss.
Further detail on leases is provided in note 22 of the accounts.
FINANCIAL STATEMENTS
Notes to the Accounts continued
For the year end 31 December 2024
129
1. Summary of significant accounting policies continued
Dividend distribution
Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when paid. In the
case of final dividends, this is when approved by the shareholders.
Critical accounting judgments and key sources of estimation uncertainty
The preparation of the financial statements requires the exercise of judgement both in application of accounting policies which are set
out below and in the selection of assumptions used in the calculation of estimates. These estimates and judgements are reviewed on an
ongoing basis and are continually evaluated based on historical experience and other factors. However, actual results may differ from
these estimates.
The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period that may have the
most significant effect on the amounts recognised in the consolidated financial statements are discussed below.
Critical accounting judgements
The following are the critical judgements, apart from those involving estimations (which are presented separately below), that the
directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on the
amounts recognised in financial statements.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of The Law Debenture Corporation p.l.c. and entities
controlled by the Company (its subsidiaries and businesses) made up to the end of the financial period. Management has not applied
the IFRS 10, ‘Consolidated Financial Statements’ investment entity exemption available and therefore the financial statements of the
Law Debenture Corporation p.l.c. and its subsidiaries continue to be consolidated.
The subsidiaries of the Group comprise the IPS trading companies and the IPS business has historically, and continues to be,
managed, and operated as an integrated business within the Group. In addition to the investment trust, The Law Debenture
Corporation p.l.c Board plays an active role in the oversight of the IPS business.
A judgement has been made by Management that the Company does not meet the criteria for the investment entity exemption,
on the basis that the IPS business is viewed by management and the Board as a distinct trading group, rather than as a portfolio
investment for the Company. This view is consistent with that held in previous reporting periods and there have been no material
changes to the Group or its operations during the current reporting period.
The company controls an investment if all three of the following elements are present: power over the investee, exposure to variable
returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed
whenever facts and circumstances indicate that there may be a change in any of these elements of control.
Key sources of estimation uncertainty
Impairment of goodwill
At each reporting period an assessment is performed in order to determine whether there are any goodwill impairment indicators. This
assessment considers the performance of the IPS business and any significant changes to the markets in which we operate and involves an
estimation of the expected value in use of the assets (or cash generating units (‘CGU’) to which the asset relates).
The value in use calculation involves an estimation of future cash flows and the selection of appropriate discount rates, both of which
involve considerable judgement. The future cash flows are derived from the proceeding financial year, with the key assumptions being
revenue growth rates, gross margins and operating costs (including management’s estimation of costs borne by other group companies for
overheads and central costs recharged to the CGU), as well as terminal growth and discount rates. No additional specific adjustments have
been made to the cash flows used in assessing the value in use of assets. Discount rates applied are consistent with those used to value IPS
(see below).
During the year, the CSS CGU was fully impaired. There continues to be headroom across all remaining CGUs and as detailed in note
10, sufficient headroom remains even when reasonable changes to discount and growth rates are applied. However, a high degree of
judgement remains in estimating future cash flows.
IPS Valuation
The valuation of the IPS business is an area which requires judgment and estimation. This is discussed in depth on page 39. PwC are
engaged to provide external advice relating to the valuation of the business using a discounted cash flow analysis to derive a range from
which the Board select a value. The valuation was cross-checked by management through an assessment of the implied multiple and
comparability with previous valuations.
Notes to the Accounts continued
For the year end 31 December 2024
lawdebenture.com
130
FINANCIAL STATEMENTS
2024
£000
2023
£000
Realised gains/(losses) based on historical cost
31,010
(18,797)
Amounts recognised as unrealised in previous years
(1,868)
12,119
Realised gains/(losses) based on carrying value at previous year end date
29,142
(6,678)
Unrealised gains on investments
47,159
44,057
Net capital gain on investments
76,301
37,379
2. Net capital gain/(loss) on investments
3. Administrative expenses
2024
£000
2023
£000
Administrative expenses include:
Salaries and Directors’ fees
24,508
22,938
Social security costs
2,401
2,286
Other pension costs
1,690
1,736
28,599
26,960
Investment management fee1
634
584
Depreciation – property, plant and equipment
566
403
Depreciation – right-of-use assets
719
891
Amortisation – intangible assets
1,046
892
Interest on lease liabilities
254
267
Net foreign exchange loss
248
365
Auditors’ remuneration
859
746
Other property costs
1,027
1,032
IT infrastructure
1,628
1,380
Non-recurring expenses (see APMs on pages 159-162)
1,036
—
Business development
759
338
Professional fees
1,785
2,171
Other expenses
3,525
3,679
Administrative expenses
42,685
39,708
1 25% of the management fee is charged to revenue, and 75% to capital reserves, to better reflect the expected split of future returns between income and
capital. Further details are given in note 1 on page 122.
During the year, the Group employed an average of 298 staff (2023: 288). All staff are engaged in the provision of independent professional
services. The Company has no employees.
Details of the terms of the investment management agreement are provided on page 37 of the Strategic Report.
Administrative expenses charged to capital are transaction costs and foreign exchange differences on the purchase of investments held at
fair value through profit or loss.
Notes to the Accounts continued
For the year end 31 December 2024
131
A more detailed analysis of the auditors’ remuneration on a worldwide basis is provided below:
2024
£000
2023
£000
Audit services
– fees payable to the Group’s auditors for the audit of its financial statements
389
314
– fees payable for the audit of the accounts for subsidiaries of the Company
438
407
– audit related regulatory
32
25
8591
746
1 Includes £271k overruns in relation to 2023 audits.
A description of the work of the Audit and Risk Committee is set out in the Audit and Risk Committee report on pages 78 to 81 and includes an
explanation of how auditor objectivity and independence is safeguarded when non-audit services are provided by the auditors.
2024
£000
2023
£000
Short-term benefits including fees in respect of Directors
1,350
1,541
Deferred share bonus scheme
209
131
1,559
1,672
4. Remuneration of Directors (key management personnel)
The remuneration of the Directors, who are the key management personnel of the Group, comprises the following:
Details for each individual Director are shown in the remuneration report on pages 98 and 102.
3. Administrative expenses continued
5. Interest
2024
£000
2023
£000
Interest Income
Interest on bank deposits
73
126
Returns on money market funds
495
1,071
Other
171
—
Total Group interest
739
1,197
Interest Payable
Interest on long-term debt – revenue
(1,640)
(1,635)
Interest on long-term debt – capital
(4,908)
(4,908)
Total
(6,548)
(6,543)
Net interest payable
(5,809)
(5,346)
Notes to the Accounts continued
For the year end 31 December 2024
lawdebenture.com
132
FINANCIAL STATEMENTS
6. Segment analysis
Investment Portfolio
Independent
Professional Services
Total
31 December
2024
£000
31 December
2023
£000
31 December
2024
£000
31 December
2023
£000
31 December
2024
£000
31 December
2023
£000
Revenue
Dividend income
34,701
33,504
—
—
34,701
33,504
IPS revenue:
Corporate Services
—
—
28,260
25,041
28,260
25,041
Corporate Trust
—
—
16,524
16,043
16,524
16,043
Pensions
—
—
16,875
17,459
16,875
17,459
Segment revenue
34,701
33,504
61,659
58,543
96,360
92,047
Other income
1,204
1,369
—
—
1,204
1,369
Cost of sales
(214)
(221)
(7,998)
(8,034)
(8,212)
(8,255)
Administration costs (note 3)
(4,025)
(4,271)
(38,660)
(35,437)
(42,685)
(39,708)
Profit before interest and tax
31,666
30,381
15,001
15,072
46,667
45,453
Interest payable (net) (note 5)
(1,184)
(1,302)
283
864
(901)
(438)
Profit before tax
30,482
29,079
15,284
15,936
45,766
45,015
Income tax
—
—
(1,897)
(1,626)
(1,897)
(1,626)
Profit for the year
30,482
29,079
13,387
14,310
43,869
43,389
Revenue return per ordinary share
(pence)
23.26
22.41
10.22
11.02
33.48
33.43
Assets
1,071,082
980,587
54,590
82,056
1,125,672
1,062,643
Liabilities
(176,239)
(176,314)
(28,669)
(32,100)
(204,908)
(208,414)
Total net assets
894,843
804,273
25,921
49,956
920,764
854,229
Notes to the Accounts continued
For the year end 31 December 2024
The table below shows the segment results adjusted for the non-recurring administration expenses (see APMs on page 161):
Adjusted profit before interest and tax
31,666
30,381
16,037
15,072
47,703
45,453
Adjusted profit before tax
30,482
29,079
16,320
15,936
46,802
45,015
Adjusted profit after tax
30,482
29,079
14,423
14,310
44,905
43,389
Adjusted revenue return per share
23.26
22.41
11.01
11.02
34.27
33.43
Geographic location of revenue: Approximately 90% of revenue is based in the UK. Geographic location is based on the jurisdiction in which
the contracting legal entity is based.
Major customers: Due to the diverse nature of the IPS revenue streams, there is no single customer or concentration of customers that
represents more than 3% of gross revenue streams.
Capital element: The capital element of the income statement is wholly gains and losses relating to investments held at fair value through
profit and loss (2024: gains £76,301k; 2023: gains £37,379k), administrative expenses (2024: £2,706k; 2023: £2,075k), interest payable (2024:
£4,908k; 2023: £4,908k) and a capital dividend received of 2024: £1,432k; 2023: £1,368k, which corresponds to amounts classified as capital in
nature in accordance with the SORP are shown in the capital column of the income statement on page 116. For 2024, the capital element also
includes the goodwill impairment of £17,037k from the IPS segment. 2024 IPS statutory PBT and PBIT were £(1,753)k and £(2,036)k respectively
following the goodwill impairment reported as a capital expense.
Details regarding the segments are included in note 1 – Segment reporting on page 123.
133
6. Segment analysis continued
Investment Portfolio
Independent Professional Services
Total
31 December
2024
£000
31 December
2023
£000
31 December
2024
£000
31 December
2023
£000
31 December
2024
£000
31 December
2023
£000
Other information
Capital expenditure
—
—
912
1,319
912
1,319
Depreciation and amortisation
—
—
1,584
1,295
1,584
1,295
Depreciation – right-of-use assets
—
—
719
891
719
891
7. Taxation
2024
£000
2023
£000
a) Analysis of the tax charge for the period ended 31 December 2024
UK Corporation tax at 25% (2023: 23.5%)
1,821
1,013
Foreign tax charge
311
169
Adjustments in respect of prior periods
634
—
Total current tax charge
2,766
1,182
Deferred tax charge
(869)
444
Charge for the year
1,897
1,626
b) Factors affecting tax charge for the period ended 31 December 2024
The tax assessed for the period ended 31 December 2024 is lower than the Company’s applicable rate of corporation tax for that year of 25%.
The factors affecting the tax charge for the period are as follows:
2024
£000
2023
£000
Profit for the period before tax
98,848
76,779
Net return before taxation multiplied by applicable rate 25% (2023: 23.5%)
24,712
18,043
Effects of:
Permanent tax adjustments
—
(52)
Higher rates of tax on foreign income
(113)
(275)
Non-taxable capital (gains)
(18,848)
(9,106)
Income not subject to taxation
(9,033)
(7,873)
Limit on Group relief for UK interest expense
778
295
Expenses not deductible for tax purposes
4,636
—
Prior year under provision in respect of current tax
634
150
Other timing differences
(869)
—
Total tax for the year
1,897
1,182
Notes to the Accounts continued
For the year end 31 December 2024
lawdebenture.com
134
FINANCIAL STATEMENTS
8. Dividends on ordinary shares
2024
£000
2023
£000
Dividends on ordinary shares comprise the following:
2024 Interims† 24p (2023: 22.875p)
31,640
29,957
2023 9.125p (2022: 8.75p)
11,971
11,276
Total
43,611
41,233
† 2024 interim dividends were paid in July 2024, October 2024 and January 2025.
Proposed final dividend for the year ended 31 December 2024
The proposed dividend is payable to all shareholders on the Register of Members on 21 March 2025. The total estimated dividend to be paid
is 9.5 pence per share.
Set out below is the total dividend payable in respect of the financial year, which is the basis on which the requirements of Sections 1158-1159
of the Corporation Tax Act 2010 are considered.
2024
£000
2023
£000
2024 Interims† 24p (2023: 22.875p)
31,640
29,957
2024 Final 9.5p (2023: 9.125p)
12,596
11,971
Total
44,236
41,928
† 2024 interim dividends were paid in July 2024, October 2024 and January 2025.
On this basis, The Law Debenture Corporation p.l.c. satisfies the requirements of Sections 1158-1159 of the Corporation Tax Act 2010, as an
approved investment trust company.
7. Taxation continued
Notes to the Accounts continued
For the year end 31 December 2024
2024
£000
2023
£000
c) Deferred taxation
Provision at start of period
(1,788)
(1,344)
Credit/(charge) to income
869
(444)
(Charge) to other comprehensive income
(499)
—
Provision at end of period
(1,418)
(1,788)
The following are the major deferred tax liabilities and assets recognised by the Group:
2024
£000
2023
£000
Retirement benefit obligations
(2,619)
(2,120)
Accelerated tax depreciation
332
332
Other timing differences
869
—
(1,418)
(1,788)
135
9. Net asset value/return per share
NAV per share is calculated based on 131,888,540 (2023: 130,602,252) shares, being the total number of shares in issue of 132,594,209
(2023: 131,191,892), less 705,669 (2023: 589,640) shares, acquired by the ESOT in the open Market. The net asset value of £1,150,512,000 (2023:
£1,048,304,000) comprises the NAV per the balance sheet of £920,764,000 (2023: £854,229,000) plus the fair value adjustment to for the IPS
business of £187,395,000 (2023: £160,836,000) less the fair value adjustment for the debt of £42,353,000 (2023: £33,239,000).
Revenue return per share is based on profits attributable of £43,869,000 (2023: £43,388,000).
Capital gain per share is based on capital gain for the year of £53,082,000 (2023: gain £31,764,000).
Total return per share is based on gain for the year of £96,951,000 (2023: gain £75,153,000).
The calculations of returns per share are based on 131,022,927 (2023: 129,785,836) shares, being the weighted average number of shares
in issue during the year after adjusting for shares owned by the ESOT. In 2024, total revenue and capital diluted returns per share were
calculated using 131,045,193 shares (2023: 129,811,509 shares), being the diluted weighted average number of shares in issue assuming
exercise of options at less than fair value. There were 22,465 (2023: nil) antidilutive shares.
10. Goodwill
GROUP
2024
£000
2023
£000
Cost
At 1 January
19,457
19,509
Additions
—
—
Foreign exchange
15
(52)
At 31 December
19,472
19,457
Accumulated impairment losses
At 1 January
451
473
Impairment
17,037
—
Foreign exchange
8
(22)
At 31 December
17,496
451
Net book value
Net book value at 31 December
1,976
19,006
Impairment testing for cash-generating units containing goodwill
For the purpose of impairment testing, goodwill is allocated to the Group’s cash-generating units (‘CGU’), being its operating business units. That
is not the same as our reportable segments disclosed under note 6, with the identified CGU for goodwill being one level below that of a reportable
operating segment. Cash flows at the business unit level are independent from the other cash flows and this is the lowest level at which goodwill is
monitored by the Board. The aggregate carrying amounts of goodwill allocated to each CGU are as follows:
GROUP
Balance at
1 January 2024
£000
Movements in
exchange rates
£000
Impairment
£000
Balance at
31 December
2024
£000
CGU Safecall
1,419
—
—
1,419
CGU Delaware Corporate Services (DCS)
550
7
—
557
CGU CSS
17,037
—
(17,037)
—
Total
19,006
7
(17,037)
1,976
Notes to the Accounts continued
For the year end 31 December 2024
lawdebenture.com
136
FINANCIAL STATEMENTS
10. Goodwill continued
GROUP
Balance at
1 January 2023
£000
Movements in
exchange rates
£000
Impairment
£000
Balance at
31 December
2023
£000
CGU Safecall
1,419
—
—
1,419
CGU Delaware Corporate Services (‘DCS’)
580
(30)
—
550
CGU CSS
17,037
—
—
17,037
Total
19,036
(30)
—
19,006
At 31 December 2024 the goodwill in relation to each CGU was reviewed and tested for impairment. The review assessed whether
the carrying value of the goodwill exceeded its recoverable amount. The recoverable amount of a CGU is the greater of its value in
use and its fair value less costs to sell. The basis of the recoverable amount used in the impairment tests for the CGUs is the value in
use. In assessing value in use, the net present value of future cash flows were computed based on management’s financial budgets
and forecasts that do not extend beyond five years. The key assumptions in preparing these forecasts are net revenue growth rates,
operating costs, terminal growth and discount rates. The methodology applied is consistent with the tests performed in the prior period.
For the Safecall and DCS CGUs, the recoverable amount valuations indicated sufficient headroom such that a reasonably possible change
to key assumptions is unlikely to result in an impairment of the related goodwill.
The key quantifiable assumptions applied in the impairment review of the remaining CGUs are set out below:
GROUP
Discount Rate
2024
%
Discount Rate
2023
%
Short-term
growth rates
2024
%
Short-term
growth rates
2023
%
Terminal
growth rates
2024
%
Terminal growth
rates 2023
%
CGU Safecall
12.8
10.5
8.0
8.0
2.0
5.0
CGU DCS
12.8
10.5
8.0
8.0
2.0
5.0
Discount rate
A discount rate of 12.8% applied to projected cash flows is consistent with the rate determined by the independent expert in the valuation of
the IPS business. Following the change in valuation approach for the IPS business for 31 December 2024 (see Company Overview page 39),
the Board determined a discount rate should be applied consistently across the group. The rate was previously derived from the Group’s
pre-tax weighted average cost of capital.
Terminal growth rates
The calculations include a terminal value based on the projections for the fifth year of the forecasted cash flows, with a growth rate
assumption applied which extrapolates the business into perpetuity. Consistent with the approach in selecting the discount rate mentioned
above, the Board also aligned the terminal growth rate used from the valuation of IPS. In 2023, the rate was aligned with management’s
expectation of future long-term average growth rate.
Short-term growth rates
The annual impairment test was performed subsequent to year end based on the 2024 trading performance of the CGUs assuming a
short-term growth rate of 8% consistent with the prior year. The revenue and margin growth rates are based on past performance with
consideration given to market trends and strategic decisions in respect of the CGU. Operating costs are based on the Group’s current
structure and adjusted for inflationary measures.
CSS
The CSS CGU base scenario indicated full impairment of the goodwill was appropriate. The base scenario assumed a discount rate of
12.8%, terminal growth rate of 2.0% and short-term revenue and cost growth rate of 9.0% and 6.5% respectively. The goodwill arose on the
acquisition of the company secretarial services business of Konexo, a division of Eversheds Sutherland LLP, in 2021. Successfully addressing
the underinvestment, prior to our purchase of the business, in areas of people, training, technology and infrastructure is taking longer and
costing more than originally expected. Consequently trading performance in 2024 was lower than anticipated and a more conservative
view taken on financial forecasts included in the base scenario. See CEO Review, page 11 for further details. The impairment is sensitive to
changes in assumptions. A 1% increase in net revenue would decrease the impairment by £2.6m. A 1% decrease in costs would decrease
the impairment by £2.7m.
Notes to the Accounts continued
For the year end 31 December 2024
137
2024
2023
GROUP
Office
improvements
£000
Furniture and
equipment
£000
Total
£000
Office
improvements
£000
Furniture and
equipment
£000
Total
£000
Cost
At 1 January
99
3,325
3,424
114
2,498
2,612
Additions at cost
—
268
268
3
871
874
Disposals at cost
—
(68)
(68)
(18)
(37)
(55)
Foreign exchange
—
(2)
(2)
—
(7)
(7)
At 31 December
99
3,523
3,622
99
3,325
3,424
Accumulated depreciation
At 1 January
49
1,108
1,157
75
741
816
Charge
26
540
566
27
376
403
Disposals at cost
—
(68)
(68)
(53)
(2)
(55)
Foreign exchange
—
9
9
—
(7)
(7)
At 31 December
75
1,589
1,664
49
1,108
1,157
Net book value
Net book value at 31 December
24
1,934
1,958
50
2,217
2,267
The Company holds no property, plant and equipment.
12. Other intangible assets
2024
2023
GROUP
Computer
software
£000
IT project
costs
£000
Customer
relationships
£000
Intangible
total
£000
Computer
software
£000
IT project
costs
£000
Customer
relationships
£000
Intangible
total
£000
Cost
At 1 January
1,220
2,001
2,979
6,200
1,166
1,546
2,979
5,691
Additions at cost
275
369
—
644
54
455
—
509
Disposals at cost
(1,071)
—
—
(1,071)
—
—
—
—
At 31 December
424
2,370
2,979
5,773
1,220
2,001
2,979
6,200
Accumulated amortisation
At 1 January
1,152
934
1,080
3,166
1,151
413
710
2,274
Charge for the year
87
589
370
1,046
1
521
370
892
Disposals at cost
(1,070)
—
—
(1,070)
—
—
—
—
At 31 December
169
1,523
1,450
3,142
1,152
934
1,080
3,166
Net book value
Net book value at 31 December
255
847
1,529
2,631
68
1,067
1,899
3,034
11. Property, plant and equipment
Notes to the Accounts continued
For the year end 31 December 2024
lawdebenture.com
138
FINANCIAL STATEMENTS
13. Investments
Investments held at fair value through profit or loss
2024
2023
GROUP
Listed
£000
Unlisted
£000
Total
£000
Listed
£000
Unlisted
£000
Total
£000
Opening cost at 1 January
899,027
9,711
908,738
880,982
9,711
890,693
Gains at 1 January
60,060
(3,572)
56,488
3,112
(2,800)
312
Opening fair value at 1 January
959,087
6,139
965,226
884,094
6,911
891,005
Purchases at cost
194,185
—
194,185
99,250
—
99,250
Cost of acquisition
(791)
—
(791)
(316)
—
(316)
Sales – proceeds
(192,881)
—
(192,881)
(62,093)
—
(62,093)
– realised gains/(losses) on sales
31,010
—
31,010
(18,796)
—
(18,796)
Gains/(losses) in the income statement
46,562
(1,272)
45,290
56,948
(772)
56,176
Closing fair value at 31 December
1,037,172
4,867
1,042,039
959,087
6,139
965,226
Closing cost at 31 December
930,550
9,711
940,261
899,027
9,711
908,738
Gains/(losses)
106,622
(4,844)
101,778
60,060
(3,572)
56,488
Closing fair value at 31 December
1,037,172
4,867
1,042,039
959,087
6,139
965,226
Investments held at fair value through profit or loss
2024
2023
COMPANY
Listed
£000
Unlisted
£000
Total
£000
Listed
£000
Unlisted
£000
Total
£000
Opening cost at 1 January
899,027
9,611
908,638
880,982
9,611
890,593
Gains at 1 January
60,060
(3,572)
56,488
3,112
(2,800)
312
Opening fair value at 1 January
959,087
6,039
965,126
884,094
6,811
890,905
Purchases at cost
194,185
—
194,185
99,250
—
99,250
Cost of acquisition
(791)
—
(791)
(316)
—
(316)
Sales – proceeds
(192,881)
—
(192,881)
(62,093)
—
(62,093)
– realised gains/(losses) on sales
31,010
—
31,010
(18,796)
—
(18,796)
Gains/(losses) in the income statement
46,562
(1,273)
45,289
56,948
(772)
56,176
Closing fair value at 31 December
1,037,172
4,766
1,041,938
959,087
6,039
965,126
Closing cost at 31 December
930,550
9,611
940,161
899,027
9,611
908,638
Gains/(losses)
106,622
(4,845)
101,777
60,060
(3,572)
56,488
Closing fair value at 31 December
1,037,172
4,766
1,041,938
959,087
6,039
965,126
Listed investments are all traded on active markets and as defined by IFRS 13 are Level 1 financial instruments. As such they are valued at
unadjusted quoted bid prices. Unlisted investments are Level 3 financial instruments. They are valued by the Directors using unobservable
inputs including the underlying net assets of the investments. Investments have been revalued over time and until they were sold, any
unrealised gains/losses were included in the fair value of the investments.
The Group’s direct interests in unconsolidated structured entities comprise investments in special purpose vehicles, including both Limited
Companies and Public Limited Companies. The investments include both those entities managed by third parties and those managed by
the Group on behalf of its’ members where the Group acts as share Trustee under a Trust Deed Arrangement.
Given the nature of these investments, the Group’s maximum exposure to loss is equal to the carrying value of the investment.
During the year the Group has not provided any non-contractual financial or other support to these entities and has no current intention of
providing any financial or other support. There were no transfers from/to these unconsolidated collective investment vehicles and limited
companies.
The Group earns fees from the provision of corporate services or corporate trust services, details of these are included and reported in
note 6.
Notes to the Accounts continued
For the year end 31 December 2024
139
Investments in subsidiary undertakings – Company
2024
£000
2023
£000
Cost
At 1 January
61,368
61,368
Transfers within the Group
(192)
—
At 31 December
61,176
61,368
Fair valuation of the IPS
The fair value of the IPS business relates to all of the wholly owned subsidiaries of the Company, with the exception of Law Debenture Finance
p.l.c. The Directors have chosen to provide a fair valuation of the IPS business, which is not included within the financial statements, to assist
the users of the Annual Report. The fair valuation is used in preparing performance data for the Group. The fair value is determined using
unobservable inputs (including the Group’s own data), which represent Level 3 inputs. The Directors’ estimate of fair value uses the guidelines
and methodologies on valuation published by the International Private Equity and Venture Capital Association.
An income based approach has been adopted from 31 December 2024 that follows a discounted cash flow (‘DCF’) analysis. This approach
considers business forecasts adjusted to consider the fair value a hypothetical third-party would apply when viewing the forecasts. An
appropriate cost of equity was determined through consideration of comparable entities to guide on discount rate and applied to the
discrete forecast period and projected free cashflows to estimate the terminal value. As a cross check, the implied multiple for 31 December
2024 was calculated by dividing the DCF IPS valuation by the underlying EBITDA (see APM on page 162). See page 39 for further detail on the
IPS valuation.
The adjustment to NAV to reflect the IPS fair value is an increase of 142.09 pence per share (2023: 123.15 pence).
Subsidiaries and related undertakings
The following is a list of all of the subsidiaries within the Law Debenture Group. Each of them is 100% owned within the Group and has been
consolidated in the Group accounts. Subsidiaries held directly by the Company are in bold. Unless indicated, all subsidiaries are incorporated
and have their registered office in the United Kingdom. The addresses of overseas registered companies appear at page 165. All shares issued
by Group subsidiaries are ordinary shares. The Company and the Group do not have any significant holdings in any qualifying undertakings
other than the subsidiary undertakings listed below.
Fair valuation of IPS
2024
£000
2023
£000
Fair valuation of IPS business
194,505
185,063
Surplus net assets
18,811
25,729
Total
213,316
210,792
L.D. Pension Plan Trustee Limited
L.D.C. Trust Management Limited
Law Debenture Investment Management Limited
Beagle Nominees Limited
The Law Debenture Trust Corporation p.l.c.
The Law Debenture Pension Trust Corporation p.l.c.
Pegasus Pensions plc
Law Debenture Corporate Services Limited
Law Debenture Trustees Limited
The Law Debenture Intermediary Corporation p.l.c.
Law Debenture Overseas No. 1 Limited
Law Debenture Finance p.l.c.
Law Debenture Securitisation Services Limited
LDPTC Nominees Limited
Law Debenture Governance Services Limited
Safecall Limited
The Whistleblowing Company Limited
The Law Debenture Corporation (Deutschland) Limited
13. Investments continued
Investments in subsidiaries are measured at cost less impairment. No impairment has been recognised in relation to the subsidiaries to date.
The financial statements consolidate the results and financial position of the Group, including all subsidiary undertakings, which are listed in this
note under section “subsidiaries and related undertakings”.
The cost of subsidiary undertakings includes capital contributions and as a consequence is not comparable to the fair value of the
IPS business.
Notes to the Accounts continued
For the year end 31 December 2024
lawdebenture.com
140
FINANCIAL STATEMENTS
L.D.C. Latvia Limited
Law Debenture Trustee for Charities
Law Debenture (No. 1 Scheme) Trust Corporation
Law Debenture (No. 3 Scheme) Pension Trust Corporation
The Law Debenture (No. 5) Trust Corporation
The Law Debenture (1996) Pension Trust Corporation
The Law Debenture (BAA) Pension Trust Corporation
The Law Debenture (BIS Management) Pension Trust Corporation
The Law Debenture (BIS Retirement) Pension Trust Corporation
The Law Debenture (Intel Old Plan) Pension Trust Corporation
The Law Debenture (SAPP) Pension Trust Corporation
The Law Debenture (JGRP) Pension Trust Corporation
The Law Debenture (JGSPS) Pension Trust Corporation
The Law Debenture (JIC) Pension Trust Corporation
The Law Debenture (KBPP) Pension Trust Corporation
The Law Debenture (KGPP) Pension Trust Corporation
The Law Debenture (Swiss Re GB) Trust Corporation
The Law Debenture (JGDBS) Pension Trust Corporation
ICI Pensions Trustee Limited
AstraZeneca Pensions Trustee Limited
ICI Specialty Chemicals Pensions Trustee Limited
RTL Shareholder SVC Limited
DLC SVC Limited
LDC (NCS) Limited
Terrier Services Limited
L.D.C. Securitisation Director No. 1 Limited
L.D.C. Securitisation Director No. 2 Limited
L.D.C. Securitisation Director No. 3 Limited
L.D.C. Securitisation Director No. 4 Limited
L.D.C. Corporate Director No. 1 Limited
L.D.C. Corporate Director No. 2 Limited
L.D.C. Corporate Director No. 3 Limited
L.D.C. Corporate Director No. 4 Limited
CD Corporate Director No. 1 Limited
LDC Nominee Secretary Limited
Westminster Aviation Holdings Limited
LDC (DANTC) Limited
Syngenta Pensions Trustee Limited
The Law Debenture Corporation (HK) Limited
(incorporated/registered office in Hong Kong)
Law Debenture Trust (Asia) Limited
(incorporated/registered office in Hong Kong)
The Law Debenture Trust Corporation (Channel Islands) Limited
(incorporated/registered office in Jersey)
The Law Debenture Trust Corporation (Cayman) Limited
(incorporated/registered office in the Cayman Islands)
Law Debenture Corporate Services Inc.
(incorporated/registered office in the USA)
Law Debenture Holdings Inc.
(incorporated/registered office in the USA)
Delaware Corporate Services Inc.
(incorporated/registered office in the USA)
Law Debenture (Ireland) Limited
(incorporated/registered office in the Republic of Ireland)
Law Debenture Ireland (Trustees) Limited
(incorporated/registered office in the Republic of Ireland)
Law Debenture Holdings (Ireland) Limited
(incorporated/registered office in the Republic of Ireland)
LDI (OCS) Limited
(incorporated/registered office in the Republic of Ireland)
Registered Shareholder Services No.1 Limited
(incorporated/registered office in the Republic of Ireland)
Registered Shareholder Services No.2 Limited
(incorporated/registered office in the Republic of Ireland)
Registered Shareholder Services No.3 Limited
(incorporated/registered office in the Republic of Ireland)
Law Debenture Master Trust Trustees (Ireland) DAC
(incorporated/registered office in the Republic of Ireland)
Trimcomlee Limited
LDCS Process Agent Limited
13. Investments continued
Unlisted investments
The Group holds unlisted investments.
Investment trust
The majority of the Portfolio is invested in listed investments. A small minority of investments (approximately 0.5% of the Portfolio) are unlisted
comprising a small fund investment and a number of other immaterial unquoted investments.
Quarterly valuations for the small fund investment are received. The Investment Valuation Committee updates the valuation of this
immaterial investment on a six monthly basis. The minutes of the meeting are shared with the auditors on a bi-annual basis.
Other unquoted investment holdings are reviewed on a bi-annual basis to market value and agreed by the Committee members at the
same Investment Valuation Committee meeting.
Notes to the Accounts continued
For the year end 31 December 2024
141
13. Investments continued
Independent professional services
As part of the services offered by the Independent Professional Services business, the Group acts as the registered holder of an immaterial
amount of unlisted shares in structured finance companies which are held on trust for discretionary charitable purposes. The Group has no
beneficial interest in those shares or the results of the companies whose shares are held.
The holdings are reviewed on a bi-annual basis at the Investment Valuation Committee meeting but are not revalued as there is no market
rate and the Group has no beneficial or economic interest in those shares.
14. Contract assets, trade and other receivables
The Directors consider that the carrying value approximates to the fair value.
The average credit period on sales of goods is 90 days. No interest is charged on outstanding trade receivables.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision for
trade receivables. To measure expected credit losses trade receivables are grouped based on similar risk characteristics and ageing.
An expected credit loss (‘ECL’) is recognised against contract assets only when it is considered to be material and there is evidence
that the credit worthiness of a counterparty may render balances irrecoverable. Refer to note 19 for further details on IFRS 9 expected
credit losses.
Contract assets arise from the Group’s IPS business which enters into contracts that can take more than one year to complete.
GROUP
COMPANY
Contract assets: Current
2024
£000
2023
£000
2024
£000
2023
£000
Amounts included in contract assets that were recognised as revenue
6,659
8,604
4
—
Trade and other receivables: Current
2024
£000
2023
£000
2024
£000
2023
£000
Trade receivables
13,730
15,700
46
21
Other receivables
286
353
332
359
Portfolio dividends receivables
2,210
4,120
2,210
2,634
Prepayments
1,532
1,323
112
—
17,758
21,496
2,700
3,014
15. Cash and cash equivalents
GROUP
COMPANY
2024
£000
2023
£000
2024
£000
2023
£000
Cash at bank
37,573
12,023
26,453
2,376
Short-term deposits
781
19,416
—
10,006
38,354
31,439
26,453
12,382
Cash and cash equivalents (which are presented as a single class of assets on the face of the balance sheet) comprise cash at bank and
other short-term highly liquid investments and deposits with a maturity of three months or less from the date of acquisition.
Notes to the Accounts continued
For the year end 31 December 2024
lawdebenture.com
142
FINANCIAL STATEMENTS
16. Contract liabilities, trade and other payables
GROUP
COMPANY
Contract liabilities: Current
2024
£000
2023
£000
2024
£000
2023
£000
Deferred Income
8,996
8,000
10
8
Contract liabilities: Non-current
2024
£000
2023
£000
2024
£000
2023
£000
Deferred Income
1,866
2,403
—
—
Contract liabilities comprise of deferred income, representing fees billed in advance in respect of services under contract with customers.
During the year, £8.0m (2023: £5.2m) of the Group’s prior year recorded deferred income was recognised as income.
The allocation of deferred income between current and non current is presented on the basis that the current portion will unwind and
released to revenue within the next twelve months. There were no material items in the current portion of deferred income in 2023 which
did not unwind during the year.
GROUP
COMPANY
Trade and other payables: Current
2024
£000
2023
£000
2024
£000
2023
£000
Trade payables
680
2,365
3
50
Dividend payable
10,607
10,003
10,607
10,003
Other payables and accruals
7,702
10,185
1,179
970
18,989
22,553
11,789
11,023
Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit period
taken for trade purchases is 30 days.
The Directors consider that the carrying value of trade and other payables approximates to their fair value.
17. Share capital
Allotted, issued and fully paid share capital – GROUP AND COMPANY
2024
£000
2023
£000
Value (Ordinary shares at 5p each)
At 1 January
6,557
6,407
Issued in year
69
150
At 31 December
6,626
6,557
Shares (Ordinary shares at 5p each)
Number
Number
At 1 January
131,191,892
128,172,019
Issued in year
1,402,317
3,019,873
At 31 December
132,594,209
131,191,892
All shares rank pari passu amongst each other and have equal voting rights. The share capital authorised for issue is uncapped.
During the year to 31 December 2024, 17,317 shares (2023: 29,873 shares) were allotted under the SAYE scheme for a total consideration of
£102,863 (2023: £180,633) which includes a premium of £101,997 (2023: £179,139). Total issued shares as at 31 December 2024 is 132,594,209
(2023: 131,191,892).
During the year, 22,465 options were granted under the Company’s SAYE scheme. At 31 December 2024, options under the SAYE scheme
exercisable from 2024 to 2028 at prices ranging from 539.00 pence to 897.00 pence per share were outstanding in respect of 153,355
ordinary shares (2023: 170,828 ordinary shares). During 2024, 22,621 options lapsed or were cancelled (2023: 16,873) and 17,317 (2023: 29,873)
were exercised.
Notes to the Accounts continued
For the year end 31 December 2024
143
17. Share capital continued
Further details of options outstanding are given in the Directors’ Report on page 66.
Own shares held – GROUP
2024
£000
2023
£000
At 1 January
3,926
3,128
Purchase of shares
1,230
798
At 31 December
5,156
3,926
The own shares held represent the cost of 705,669 (2023: 589,640) ordinary shares of 5p each in the Company, acquired by the ESOT in
the open market. The shares have been acquired to meet the requirements of the Deferred Share Plan. The voting rights relating to the
shares have been waived while the relevant shares remain in trust, in accordance with the Plan rules. The market value of the shares at
31 December 2024 was £6,301,624 (2023: £4,674,219).
2024
2023
GROUP
Unrealised
appreciation
£000
Realised
reserves
£000
Total
£000
Unrealised
appreciation
£000
Realised
reserves
£000
Total
£000
At 1 January
44,200
650,076
694,276
(11,652)
674,164
662,512
Transfer on disposal of investments
(1,868)
1,868
—
12,119
(12,119)
—
Net gains/(losses) on investments
47,159
29,142
76,301
44,057
(6,677)
37,380
Cost of acquisition
(791)
—
(791)
(316)
—
(316)
Deconsolidation of liquidated entities
—
(4,538)
(4,538)
—
—
—
Foreign exchange
(16)
—
(16)
(8)
—
(8)
Transfers to revenue
—
(470)
(470)
—
(384)
(384)
Goodwill impairment
—
(17,037)
(17,037)
—
—
—
Other capital movements
—
(4,908)
(4,908)
—
(4,908)
(4,908)
At 31 December
88,684
654,133
742,817
44,200
650,076
694,276
2024
2023
COMPANY
Unrealised
appreciation
£000
Realised
reserves
£000
Total
£000
Unrealised
appreciation
£000
Realised
reserves
£000
Total
£000
At 1 January
37,481
702,665
740,146
(18,371)
726,753
708,382
Transfer on disposal of investments
(1,868)
1,868
—
12,119
(12,119)
—
Net gains on investments
47,159
29,142
76,301
44,057
(6,677)
37,380
Cost of acquisition
(791)
—
(791)
(316)
—
(316)
Foreign exchange
(13)
—
(13)
(8)
—
(8)
Transfers to revenue
—
(470)
(470)
—
(384)
(384)
Other capital movements
—
(4,908)
(4,908)
—
(4,908)
(4,908)
At 31 December
81,968
728,297
810,265
37,481
702,665
740,146
19. Financial instruments
The Group’s investment objective is to achieve long-term capital growth through investing in a diverse portfolio of investments. In pursuit
of this objective, the Group has the power to deploy the following financial instruments:
• Quoted equities, unlisted equities and fixed interest securities
• Cash and short-term investments and deposits
18. Capital reserves
Notes to the Accounts continued
For the year end 31 December 2024
lawdebenture.com
144
145
• Debentures, term loans and bank overdrafts to allow the Group to raise finance
• Derivative transactions to manage any of the risks arising from the use of the above instruments
• Derivative transactions to hedge the net investment in overseas subsidiaries
It remains the Group’s policy that no trading in derivatives is undertaken. Information in respect of the Portfolio is included on pages 21 to
33. Additionally, there are no net investment hedges in place in 2023 or 2024.
Capital management
The Company is not allowed to retain more than 15% of its income from shares and securities each year and has a policy to increase
dividends. However revenue profits are calculated after all expenses. Distributions will not be made if they inhibit the investment strategy.
This policy on dividends is expected to continue going forwards. The investment strategy of the Company is disclosed on page 34 and
includes a ceiling on effective gearing of 50%, with a typical range of 10% net cash to 20% gearing. At 31 December 2024 gearing was 11%
(2023: 13%). Gearing is calculated in line with net gearing guidelines from the AIC, refer to page 160 for calculation.
Capital is represented by the Group’s net assets. The Group and Company held the following categories of financial assets and liabilities at
31 December 2024:
GROUP
2024
£000
2023
£000
Assets
Financial assets held at fair value through profit or loss:
Equity investments
1,042,039
965,226
Financial assets held at amortised cost
Trade and other receivables
17,758
17,369
Cash and cash equivalents
38,354
31,439
56,112
48,808
Total financial assets
1,098,151
1,014,034
Liabilities
Financial liabilities measured at amortised cost
Trade and other payables
18,989
22,553
Long-term borrowings
163,868
163,889
Lease liabilities
5,208
4,716
Total financial liabilities
188,065
191,158
COMPANY
2024
£000
2023
£000
Assets
Financial assets held at fair value through profit or loss:
Equity investments
1,041,938
965,126
Financial assets held at amortised cost
Trade and other receivables
2,704
380
Cash and cash equivalents
26,453
12,382
29,157
12,762
Total financial assets
1,071,095
977,888
Liabilities
Financial liabilities measured at amortised cost
Amounts owed to subsidiary undertakings
25,537
18,558
Trade and other payables
11,789
11,023
Long-term borrowings
124,295
124,343
Total financial liabilities
161,621
153,924
19. Financial instruments continued
FINANCIAL STATEMENTS
Notes to the Accounts continued
For the year end 31 December 2024
19. Financial instruments continued
The principal risks facing the Group in respect of its financial instruments remain unchanged from 2023 and are:
Market risk
Price risk, arising from uncertainty in the future value of financial instruments. The Board maintains strategy guidelines whereby risk is
spread over a range of investments, the number of holdings normally being between 70 and 175. In addition, the stock selections and
transactions are actively monitored throughout the year by the investment manager, who reports to the Board on a regular basis to
review past performance and develop future strategy. The Portfolio is exposed to market price fluctuation: if the valuation at 31 December
2024 fell or rose by 10%, the impact on the Group’s total capital reserves for the year would have been £104.2m (2023: £96.5m).
Corresponding 10% changes in the valuation of the Portfolio on the Company’s total capital reserves for the year would have been £104.2m
(2023: £96.5m). 10% has been used based on historic trends, however we will continue to revisit this on a periodic basis.
Foreign currency risk, arising from movements in currency rates applicable to the Group’s investment in equities and fixed interest
securities and the net assets of the Group’s overseas subsidiaries denominated in currencies other than sterling. The Group’s financial
assets denominated in currencies other than sterling were:
2024
2023
GROUP
Investments
£000
Net monetary
assets
£000
Total currency
exposure
£000
Investments
£000
Net monetary
assets
£000
Total currency
exposure
£000
US Dollar
41,391
4,101
45,492
24,062
1,766
25,828
Canadian Dollar
6,329
—
6,329
5,564
—
5,564
Euro
44,247
410
44,657
56,492
2,829
59,321
Danish Krone
4,935
—
4,935
3,147
—
3,147
Swiss Franc
5,268
—
5,268
8,376
—
8,376
Hong Kong Dollar
—
311
311
—
1,455
1,455
Japanese Yen
13,190
—
13,190
11,877
—
11,877
Total
115,360
4,822
120,182
109,518
6,050
115,568
The Group US dollar net monetary assets is that held by the US operations of £2.0m (2023: £1.4m) together with £1.8m (2023: £0.4m) held by
non-US operations.
2024
2023
COMPANY
Investments
£000
Net monetary
assets
£000
Total currency
exposure
£000
Investments
£000
Net monetary
(liabilities)
£000
Total currency
exposure
£000
US Dollar
41,391
—
41,391
24,062
—
24,062
Canadian Dollar
6,329
—
6,329
5,564
—
5,564
Euro
44,247
—
44,247
56,492
—
56,492
Danish Krone
4,935
—
4,935
3,147
—
3,147
Swiss Franc
5,268
—
5,268
8,376
—
8,376
Japanese Yen
13,190
—
13,190
11,877
—
11,877
Total
115,360
—
115,360
109,518
—
109,518
Notes to the Accounts continued
For the year end 31 December 2024
lawdebenture.com
146
FINANCIAL STATEMENTS
The holding in Scottish Oriental Smaller Companies Trust is denominated in sterling but has underlying assets in foreign currencies
equivalent to £9.4m (2023: £8.2m). Investments made in the UK and overseas have underlying assets and income streams in foreign
currencies which cannot easily be determined and have not been included in the sensitivity analysis. If the value of all other currencies
At 31 December 2024 rose or fell by 10% against sterling, the impact on the Group’s total profit or loss for the year would have been £12.8m
and £10.5m respectively (2023: £12.2m and £10.0m). Corresponding 10% changes in currency values on the Company’s total profit or
loss for the year would have been the same. The calculations are based on the Portfolio at the respective year end dates and are not
representative of the year as a whole.
Interest rate risk, arising from movements in interest rates on borrowing, deposits and short-term investments. The Board reviews the mix
of fixed and floating rate exposures and ensures that gearing levels are appropriate to the current and anticipated market environment. The
Group’s interest rate profile was:
2024
GROUP
COMPANY
Sterling
£000
HK Dollars
£000
US Dollars
£000
Euro
£000
Sterling
£000
US Dollars
£000
Euro
£000
Floating rate assets
33,484
311
4,101
410
26,453
—
—
The Group holds cash and cash equivalents on short-term bank deposits and money market funds. Interest rates tend to vary with bank
base rates. The Portfolio is not directly exposed to interest rate risk.
GROUP
COMPANY
2024
Sterling
£000
2023
Sterling
£000
2024
Sterling
£000
2023
Sterling
£000
Fixed rate liabilities
163,868
163,892
124,295
124,343
Weighted average fixed rate for the year
3.96%
3.96%
3.27%
3.27%
If interest rates during the year were 1.0% higher the impact on the Group’s total profit or loss for the year would have been £256,000 credit
(2023: £311,000 credit). It is assumed that interest rates are unlikely to fall below the current level.
The Company holds cash and cash equivalents on short-term bank deposits and money market funds, it also has short-term borrowings.
Amounts owed to subsidiary undertakings include £40m at a fixed rate. Interest rates on cash and cash equivalents and amounts due
to subsidiary undertakings at floating rates tend to vary with bank base rates. A 1.0% increase in interest rates would have affected
the Company’s profit or loss for the year by £145,000 credit (2023: £161,000 credit). The calculations are based on the balances at the
respective year end dates and are not representative of the year as a whole.
19. Financial instruments continued
2023
GROUP
COMPANY
Sterling
£000
HK Dollars
£000
US Dollars
£000
Euro
£000
Sterling
£000
US Dollars
£000
Euro
£000
Floating rate assets
25,740
1,455
1,766
2,829
12,425
—
—
Notes to the Accounts continued
For the year end 31 December 2024
147
19. Financial instruments continued
Credit risk
Is the risk arising from the failure of another party to perform according to the terms of their contract. Cash and cash equivalents are held
with banks which are rated "A-" or higher by Standard & Poor’s Rating Services.
The credit risk on liquid funds and borrowings is limited because the counterparties are banks with high credit-ratings assigned by
international credit rating agencies.
The Group’s maximum exposure to credit risk arising from financial assets is £56.1m (2023: £48.8m). The Company’s maximum exposure to
credit risk arising from financial assets is £29.2m (2023: £12.8m).
Outstanding customer receivables are continuously monitored and followed up where required. Specific provisions incremental to ECL are
made when there is evidence that the Group will not be able to collect the debts from the customer. This evidence can include indications
that the customer is experiencing financial difficulty, problems contacting the customer or disputes with a customer. The ageing of trade
receivables and the expected credit loss at the reporting date are disclosed on page 149.
Stock lending
Stock lending agreements are transactions in which the Group lends securities for a fee and receives cash as collateral. The Group
continues to recognise the securities in their entirety in the statement of financial position because it retains substantially all of the risks
and rewards of ownership. Because as part of the lending arrangement the Group sells the contractual rights to the cash flows of the
securities, it does not have the ability to use the transferred assets during the term of the arrangement.
Stock lending transactions are carried out with a number of approved counterparties. Details of the value of securities on loan at the year
end can be found in note 27. In summary, the Group only transacts with counterparties that it considers to be credit worthy.
2024
2023
GROUP
Instrument
Interest
payable
< 1 year
£000
Interest
payable
1 - 5 years
£000
Interest
payable
5 - 10 years
£000
Interest
payable
> 10 years
£000
Interest
payable
< 1 year
£000
Interest
payable
1 - 5 years
£000
Interest
payable
5 - 10 years
£000
Interest
payable
> 10 years
£000
6.125% guaranteed secured bonds 2034
2,450
9,800
12,250
—
2,450
9,800
12,250
4,900
3.77% secured senior notes 2045
2,828
11,310
14,138
31,103
2,828
11,310
14,138
36,758
2.54% secured senior notes 2041
508
2,032
2,540
3,556
508
2,032
2,540
4,572
2.53% secured senior notes 2050
759
3,036
3,795
12,144
759
3,036
3,795
13,662
Lease liabilities: undiscounted cash flows
1,242
4,033
771
—
1,163
3,674
1,647
—
Total Group
7,787
30,211
33,494
46,803
7,708
29,852
34,370
59,892
2024
2023
COMPANY
Instrument
Interest
payable
< 1 year
£000
Interest
payable
1 - 5 years
£000
Interest
payable
5 - 10 years
£000
Interest
payable
> 10 years
£000
Interest
payable
< 1 year
£000
Interest
payable
1 - 5 years
£000
Interest
payable
5 - 10 years
£000
Interest
payable
> 10 years
£000
3.77% secured senior notes 2045
2,828
11,310
14,138
31,103
2,828
11,310
14,138
36,758
2.54% secured senior notes 2041
508
2,032
2,540
3,556
508
2,032
2,540
4,572
2.53% secured senior notes 2050
759
3,036
3,795
12,144
759
3,036
3,795
13,662
Total Company
4,095
16,378
20,473
46,803
4,095
16,378
20,473
54,992
Liquidity risk
Is the risk arising from any difficulty in realising assets or raising funds to meet commitments associated with any of the above financial
instruments. To minimise this risk, the Board’s strategy largely limits investments to equities and fixed interest securities quoted in major
financial markets. In addition, cash balances are maintained commensurate with likely future settlements. The maturity of the Group’s
existing borrowings is set out in note 20. The interest on borrowings is paid bi-annually on March and September for the 2045 secured
senior notes, April and October for the 2034 secured bonds and May and November for the 2041 and 2050 senior secured notes. Refer to
note 20 for details of financial covenants attached to the loan notes.
The tables below illustrates the contractual commitments to pay this interest over the time periods outlined as follows:
Notes to the Accounts continued
For the year end 31 December 2024
lawdebenture.com
148
FINANCIAL STATEMENTS
19. Financial instruments continued
IFRS 9 credit loss rates
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision for trade
receivables and contract assets. To measure expected credit losses trade receivables are grouped based on similar risk characteristics
including business area and business geography and ageing.
The expected loss rates are estimated using the Group’s historical credit losses experienced over a three-year period prior to the year end.
The historical loss rates are adjusted for current and forward-looking information on macroeconomic factors affecting the Group’s customers.
The Group has identified gross domestic product (GDP) and unemployment trends act as key economic indicators which may impact our
customers’ future ability to pay debt.
The below table displays the gross carrying amount against the expected credit loss provision and specific provisions. Specific provisions
relate to certain balances 91+ days overdue and the Group writes off a trade receivable when there is information indicating that the debtor
is in severe financial difficulty and there is no realistic prospect of recovery.
The total specific and credit loss provision at 31 December 2024 is £1,975,000 (2023: £2,143,000).
The loss allowance as at 31 December 2024 was determined as follows:
Trade receivables - days past due
Current
£000
1 - 30 days
overdue
£000
31 - 60 days
overdue
£000
61 - 90 days
overdue
£000
91+ days
overdue
£000
Total
£000
31 December 2024
Expected loss rate
2.94%
3.10%
3.42%
3.48%
4.35%
3.60%
Gross carrying amount
1,541
4,089
2,474
2,476
5,125
15,705
Expected credit loss provision
(45)
(127)
(85)
(86)
(223)
(566)
Specific provision
—
—
—
—
(1,409)
(1,409)
Net carrying amount
1,496
3,962
2,389
2,390
3,493
13,730
The loss allowance as at 31 December 2023 was determined as follows:
Trade receivables - days past due
Current
£000
1 - 30 days
overdue
£000
31 - 60 days
overdue
£000
61 - 90 days
overdue
£000
91+ days
overdue
£000
Total
£000
31 December 2023
Expected loss rate
0.80%
2.08%
2.85%
5.38%
5.86%
3.31%
Gross carrying amount
5,902
2,409
1,965
1,375
6,192
17,843
Expected credit loss provision
(47)
(50)
(56)
(74)
(363)
(590)
Specific provision
—
—
—
—
(1,553)
(1,553)
Net carrying amount
5,855
2,359
1,909
1,301
4,276
15,700
Trade and other receivables
The ageing profile of the carrying value of trade receivables past due is as follows:
GROUP
COMPANY
2024
£000
2023
£000
2024
£000
2023
£000
Between 31 and 60 days
2,474
1,965
—
—
Between 61 and 90 days
2,476
1,375
—
—
More than 91 days
5,125
6,192
36
21
Total
10,075
9,532
36
21
Notes to the Accounts continued
For the year end 31 December 2024
149
GROUP
COMPANY
Trade and other payables
2024
£000
2023
£000
2024
£000
2023
£000
Due in less than one month
18,989
22,553
11,789
11,023
Due in more than one month and less than three months
—
—
—
—
Total
18,989
22,553
11,789
11,023
Fair value
The Directors are of the opinion that the fair value of financial assets and liabilities of the Group are not materially different to their carrying
values, with the exception of the long-term borrowings (see note 20). The Group’s basis of fair value calculation on these long-term
borrowings uses quoted prices (unadjusted) in active markets for identical liabilities that the entity can access at the measurement date.
The Group does not make adjustments to quoted prices, only under specific circumstances, for example when a quoted price does not
represent the fair value (i.e. when a significant event takes place between the measurement date and market closing date).
Derecognition – financial assets
The Group enters into stock lending transactions whereby it transfers assets recognised on its statement of financial position, but retains
either all or substantially all of the risks and rewards of the transferred assets or a portion of them. In such cases, the transferred assets are
not derecognised.
20. Long-term borrowings
In more than five years
Long-term borrowings are repayable as follows:
GROUP
COMPANY
Secured
2024
£000
2023
£000
2024
£000
2023
£000
6.125% guaranteed secured bonds 2034
39,573
39,546
—
—
3.77% secured senior notes 2045
74,420
74,427
74,420
74,427
2.54% secured senior notes 2041
19,904
19,936
19,904
19,936
2.53% secured senior notes 2050
29,971
29,980
29,971
29,980
Total
163,868
163,889
124,295
124,343
The 6.125% bonds were issued by Law Debenture Finance p.l.c. and guaranteed by the Company. The £40m nominal tranche, which
produced proceeds of £39.1m, is constituted by a trust deed dated 12 October 1999 and the Company’s guarantee is secured by a floating
charge on the undertaking and assets of the Company. The bonds are redeemable at nominal amount on 12 October 2034. Interest (see
note 5) is payable semi-annually in equal instalments on 12 April and 12 October in each year.
The 3.77% notes were issued by the Company. The £75m nominal tranche, which produced proceeds of £74.5m, is constituted by a note
purchase agreement and the notes are secured by a floating charge which ranked pari passu with the charge given as part of the 6.125%
bond issue. The notes are redeemable at nominal amount on 25 September 2045. Interest (see note 5) is payable semi-annually in equal
instalments on 25 March and 25 September in each year.
19. Financial instruments continued
Notes to the Accounts continued
For the year end 31 December 2024
lawdebenture.com
150
151
FINANCIAL STATEMENTS
20. Long-term borrowings continued
The 2.54% Series A notes were issued by the Company. The £20m nominal tranche, which produced proceeds of £20m, is constituted by
a note purchase agreement dated 2 November 2021 and the notes are secured by a floating charge which ranked pari passu with the
charge given as part of the 6.125% bond issue and with the charge given as part of the 3.77% note issue. The notes are redeemable at
nominal amount on 2 November 2041. Interest is payable semi-annually in equal instalments on 2 May and 2 November in each year. The
first interest payment was made on 2 May 2022.
The 2.53% Series B notes were issued by the Company. The £30m nominal tranche, which produced proceeds of £30m, is constituted by
a note purchase agreement dated 2 November 2021 and the notes are secured by a floating charge which ranked pari passu with the
charge given as part of the 6.125% bond issue and with the charge given as part of the 3.77% note issue. The notes are redeemable at
nominal amount on 2 November 2050. Interest is payable semi-annually in equal instalments on 2 May and 2 November in each year. The
first interest payment was made on 2 May 2022.
The long-term borrowings are stated in the statement of financial position at amortised cost. Including them at a fair value of £121.5m at
31 December 2024 (2023: £130.7m) would have the effect of increasing the year end NAV by 32.11p (2023: increase of 25.45p). The estimated
fair value is based on the redemption yield of reference gilts plus a margin derived from the spread of A rated UK corporated bond yields
over UK gilt yields (2023: A).
There are financial covenants attached to three of the long-term borrowing, being the 3.77%, 2.54% Series A and 2.53% Series B loan notes
issued by the Company. The principal financial covenants are consistent across the notes, with a minimum net asset value to equal
or exceed £300m and a restriction on total indebtedness whereby total net borrowings shall not exceed 33% of the Net Asset Value. In
the event of a covenant breach, the principal and interest on the notes become immediately repayable. The financial covenants are
monitored closely and reported to the Noteholders monthly.
There continues to be significant headroom across all financial covenants and no breaches were triggered in the year.
21. Contingent liabilities
The Group is from time to time party to legal proceedings and claims, which arise in the ordinary course of the IPS business. The Directors do
not believe that the outcome of any of these proceedings and claims, either individually or in aggregate, will have a material adverse effect
upon the Group’s financial position.
The Company has provided a guarantee to a subsidiary undertaking in respect of the ongoing liabilities of the Group defined benefit
pension scheme (see note 23). The Company has provided surety for the lease of the Group’s main property which is held by a subsidiary
undertaking. The annual rental is currently £871,000 and its full term ends in 2030. The Company guarantees the servicing of the debt
payments required on the 6.125% guaranteed secured bonds 2034 issued by Law Debenture Finance p.l.c. This is accounted for via the
intercompany account between the Company and its subsidiary.
The Company provides letters of support to its subsidiaries when necessary. The Company does not reasonably expect a liability to arise in
relation to these.
22. Leases
Management estimate that the fair value of the Group’s lease obligations approximates their carrying amount.
There are no material future cash flows relating to leases in place as at 31 December 2024 that are not reflected in the minimum lease
payments disclosed below and the Group does not have any leases to which it is contracted but which are not yet reflected in the minimum
lease payments. There are no restrictions nor covenants imposed by any leases to which the Group has entered into. The Group does not
have any leases where payments are variable.
No lease liability is recognised in respect of leases which have a lease term of less than twelve months in duration at the point of entering
into the lease, or where the purchase price of the underlying right-of-use asset is less than £5,000. Where relevant, the total value of these
is immaterial.
The total cash outflow for leases in the year was £1,295,000 (2023: £1,272,000), this is presented in the Consolidated Cash Flow Statement
relating to the principal element of the lease liability payments.
Notes to the Accounts continued
For the year end 31 December 2024
GROUP
Minimum lease payments
Amounts payable under leases
2024
£000
2023
£000
Within one year
1,242
1,168
Between one and five years
4,033
3,756
After five years
771
1,642
6,046
6,566
Less: future finance charges
(838)
(825)
Present value of lease obligations
5,208
5,741
Less: amounts due for settlement within one year (shown within current liabilities)
(1,018)
(1,025)
Amounts due for settlement after one year (shown within non current liabilities)
4,190
4,716
Leases signed in the year
No new lease agreement was entered into in 2024.
GROUP
Office building leases
Total right-of-use assets
2024
£000
2023
£000
2024
£000
2023
£000
Net book value
At 1 January
4,131
5,040
4,131
5,040
Lease extension
389
39
389
39
Depreciation
(719)
(891)
(719)
(891)
Foreign exchange difference
21
(57)
21
(57)
Net book value
At 31 December
3,822
4,131
3,822
4,131
22. Leases continued
Right-of-use assets
Additional information on the right-of-use assets is as follows:
2024
£000
2023
£000
Amounts recognised in profit and loss
Depreciation expense on right-of-use assets
719
891
Interest expense on lease liabilities
254
267
973
1,158
Lease liabilities
Lease liabilities are presented in the statement of financial position as follows:
2024
£000
2023
£000
Current
1,018
1,025
Non-current
4,190
4,716
Total lease liability
5,208
5,741
Notes to the Accounts continued
For the year end 31 December 2024
lawdebenture.com
152
153
FINANCIAL STATEMENTS
23. Pension commitments
For some employees, the Group operates a funded pension plan providing benefits for its employees based on final pensionable
emoluments. The assets of the plan are held in a separate trustee administered fund. The Company has appointed an independent sole
trustee to oversee the governance of the fund. The plan closed to future accrual of benefits on 31 December 2016 and benefits now increase
broadly in line with inflation.
Under the defined benefit pension plan, each member’s pension at retirement is related to their pensionable service and final pensionable
emoluments. The weighted average duration of the expected benefit payments from the plan is around 20 years. The defined benefit
scheme is operated from a trust, which has assets which are held separately from the Group and is overseen by an independent sole trustee
who ensures the plan’s rules are strictly followed.
These figures were prepared by an independent qualified actuary in accordance with IAS19 (revised), and are based on membership
data as at 31 December 2024. The funding target is for the plan to hold assets equal in value to the accrued benefits based on projected
pensionable emoluments. If there is a shortfall against this target, then the Group and the trustee will agree deficit contributions to meet this
deficit over a period.
There is a risk to the Group that adverse experience could lead to a requirement for the Group to make additional contributions to reduce
any deficit that arises.
Contributions are set based upon funding valuations carried out every three years; the next valuation is due to be carried out as at
31 December 2026. The amount of total employer contributions expected to be paid to the Plan during 2025 is £nil (2024 actual: £nil).
Actuarial gains and losses are recognised immediately through other comprehensive income.
The major assumptions in the 31 December 2024 disclosure under IAS19 (revised) are shown below and are applied to membership data
supplied at that date. This shows the net pension assets and liabilities.
Significant actuarial assumptions:
2024
2023
Retail Price Inflation
3.2%
3.0%
Consumer Price Inflation*
RPI at 1.0% p.a.
to 2030. RPI reduce
to low levels p.a.
thereafter
RPI less 1.0% p.a.
prior to 2030.
RPI less 0.1% p.a.
thereafter
CPI single equivalent rate
2.7%
2.5%
Discount rate
5.4%
4.6%
National Average Earnings (‘NAE’) increase rate
4.4%
4.2%
Pension increases in payment:
RPI, max 2.5% p.a.
2.1%
2.0%
RPI, max 5.0% p.a.
3.1%
2.9%
CPI, max 3.0% p.a.
2.2%
2.0%
* Relates to dividends unclaimed over 12 years old.
The amounts recognised in the income statement are as follows:
2024
£000
2023
£000
Interest cost
1,716
1,800
Interest income
(2,053)
(2,100)
Total (income) recognised in the income statement
(337)
(300)
2024
years
2023
years
Life expectancy of male/female aged 65 in 2024
87.5/90.0
87.9/90.1
Life expectancy of male/female aged 45 in 2024
88.7/91.3
89.4/91.5
Notes to the Accounts continued
For the year end 31 December 2024
2024
2023
The current allocation of plan assets is as follows:
Allocation %
£000
Allocation %
£000
Equities
17
7,834
15
7,000
Corporate bonds
31
14,013
30
14,000
LDI
19
8,340
23
10,700
Pensioner annuities
1
465
1
500
Infrastructure
16
7,220
15
6,700
Liquidity funds
15
6,690
14
6,464
Cash/other
1
632
2
736
Total
100
45,194
100
46,100
• The Plan holds a number of pensioner annuities which have been valued consistently with the defined benefit obligation using
membership data as at 31 December 2023.
• At the time of writing, the value of the JP Morgan infrastructure investment fund on 31 December 2024 is unaudited. The value of £7.2m
used is provided in US Dollars and converted using an exchange rate as at 31 December 2024.
• The Plan’s non-annuity assets are invested in pooled funds, which are not themselves quoted. However, the pooled funds are invested in
assets with prices quoted and traded on public exchanges. The exception to this is the JP Morgan infrastructure fund, where underlying
investments are not quoted.
23. Pension commitments continued
Movement in present value of defined benefit obligation
2024
£000
2023
£000
Opening defined benefit obligation at 1 January
38,700
38 100
Interest cost
1,716
1,800
Benefits paid
(1,953)
(1,800)
Actuarial losses/(gains) due to:
Experience adjustments
305
200
Changes in financial assumptions (gain)/loss
(3,259)
800
Changes in demographic assumptions (gain)
(790)
(400)
Closing defined benefit obligation at 31 December
34,719
38,700
Movement in fair value of plan assets
2024
£000
2023
£000
Opening fair value of plan assets at 1 January
46,100
45,500
Interest income
2,053
2,100
Contributions by the employer
—
1,100
Benefits paid
(1,953)
(1,800)
Return on assets less interest income
(1,006)
(800)
Closing fair value of plan assets at 31 December
45,194
46,100
Analysis of the amount charged to other comprehensive income
2024
£000
2023
£000
Actual return less interest income
(1,006)
(800)
Actuarial gains/(losses) – change in financial assumptions
3,259
(800)
Actuarial gains – change in demographic assumptions
790
400
Actuarial (losses) – experience
(305)
(200)
Total amount charged to other comprehensive income/(loss)
2,738
(1,400)
Notes to the Accounts continued
For the year end 31 December 2024
lawdebenture.com
154
FINANCIAL STATEMENTS
The pension plan is exposed to investment risk (the movement of the discount rate used against the value of the plans assets), interest rate
risk (decreases/increases in the discount rate which will increase/decrease the defined benefit obligation) and longevity risk (changes in the
estimation of mortality rates of members).
Movement in the net defined benefit asset
2024
£000
2023
£000
Opening net defined benefit asset at 1 January
(7,400)
(7,400)
(Income) charged to profit and loss
(337)
(300)
Employer contributions
—
(1,100)
Amount recognised outside of profit and loss
(2,738)
1,400
Closing net defined benefit asset at 31 December
(10,475)
(7,400)
Amounts recognised in statement of financial position
2024
£000
2023
£000
Present value of defined benefit obligation
34,719
38,700
Fair value of plan assets
(45,194)
(46,100)
Net defined benefit asset
(10,475)
(7,400)
23. Pension commitments continued
Over the year to 31 December 2024, the balance sheet surplus increased from £7.4m to £10.5m. The balance sheet position was influenced
by the following factors:
• the changes in demographic assumptions which decreases the value of the pension obligations; and
• changes in financial conditions causing the liabilities to reduce more.
This was partly offset by:
• updated member data at 31 December 2023 causing an increase in the liabilities.
Defined benefit scheme
The calculation of the defined benefit scheme assets and obligations is sensitive to the assumptions used.
The sensitivity to changes in assumptions and conditions which are significant to the calculation of the asset have been considered and the
following is an illustration of the potential impact.
Increase/(decrease)
in defined benefit obligations
At 31 December
2024
£ million
At 31 December
2023
£ million
Discount rate +0.5%
(2.0)
(2.4)
RPI Inflation assumptions +0.5%
1.5
1.9
Life expectancy at 65 +1 year
1.3
1.6
RPI/CPI gap 0.5% increase in wedge between RPI and CPI at all durations
(0.4)
(0.5)
On 25 July 2024, the Court of Appeal upheld a decision in the Virgin Media Limited v NTL Pension Trustees II Limited case which potentially
has implications of the validity of amendments made by pension schemes, which were contracted out between 1997 and 2016. The Court
ruled that any amendments made to these pension schemes during this period would be void unless the scheme actuary had confirmed
that the pension scheme would continue to satisfy the required standard for contracted out schemes. The Group has not made any
adjustment for the possible impact of the ruling as it is currently unclear whether any additional liabilities might arise, and if they were to
arise, how they would be reliably measured. Together with the scheme’s trustee the Group will continue to monitor developments.
Defined contribution scheme
The Group paid employer contributions of £2.0m (2023: £2.0m) into UK defined contribution schemes.
Notes to the Accounts continued
For the year end 31 December 2024
155
24. Related party transactions
GROUP
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation.
COMPANY
The related party transactions between the Company and its wholly owned subsidiary undertakings are summarised as follows:
2024
£000
2023
£000
Dividends from subsidiaries
14,250
16,000
Interest on intercompany balances charged by subsidiaries
721
721
Management charges from subsidiaries
1,000
850
The ultimate parent entity is The Law Debenture Corporation p.l.c.
Amounts owed to subsidiary undertakings represent intercompany loans which are unsecured, interest-free and repayable on demand.
These are presented net due to the intercompany netting agreement (see accounting policies). Included within this net balance are a
receivable and payable of £19m and £40m respectively which are contractually repayable on demand but have been considered non-
current as these are not expected to be repaid within 12 months.
Fair value
The key management personnel are the Directors of the Company and are those persons having authority and responsibility for planning,
directing and controlling the activities of the entity. Details of their compensation are included in note 4 to the accounts on page 132 and in
Parts 2, 3 and 4 of the Remuneration Report on pages 86 to 103. Key management personnel costs inclusive of employers national insurance
are £1,559k (2023: £1,558k).
25. Movement in borrowings
Under IAS 7, the movement in borrowings in the year are as follows:
GROUP
31 December
2024
£000
Non-cash items
movement
£000
31 December
2023
£000
Non-cash items
movement
£000
31 December
2022
£000
Non-cash items
movement
£000
Long-term borrowings
6.125% guaranteed secured bonds 2034
39,573
27
39,546
26
39,520
(139)
3.77% secured senior notes 2045
74,420
(7)
74,427
(7)
74,434
(152)
2.54% secured senior notes 2041
19,904
(31)
19,936
(30)
19,966
(34)
2.53% secured senior notes 2050
29,971
(10)
29,980
(9)
29,989
(11)
163,868
(21)
163,889
(20)
163,909
(336)
COMPANY
Long-term borrowings
3.77% secured senior notes 2045
74,420
(7)
74,427
(7)
74,434
(152)
2.54% secured senior notes 2041
19,904
(31)
19,936
(30)
19,966
(34)
2.53% secured senior notes 2050
29,971
(10)
29,980
(9)
29,989
(11)
124,295
(48)
124,343
(46)
124,389
(197)
The Group had no short-term borrowings in 2024 (2023: nil).
Notes to the Accounts continued
For the year end 31 December 2024
lawdebenture.com
156
FINANCIAL STATEMENTS
26. Distributable reserves
After paying the final dividend, the Company has retained earnings to pay 0.5 years of dividend payments at the current level. After
paying the final dividend, the Group has retained earnings to pay 0.8 years of dividends at the current level. The Company has realised
capital reserves of £728,297k (2023: £702,665k) which would allow 16.5 years (2023: 16.8 years) of dividend payments at the current
level. The Group has realised capital reserves of £654,133k (2023: £650,076k) which would allow 14.8 years (2023: 15.5 years) of dividend
payments at the current level.
27. Stock lending revenue
At 31 December 2024, the total value of securities on loan by the Company for stock lending purposes was £141,485k (2023: £50,585k). The
maximum aggregate value of securities on loan at any one time during the year ended 31 December 2024 was £219,341k (2023: £117,806k).
Gross revenue derived from stock lending in 2024 is £1,044k (2023: £1,195k).
28. Note to the statement of cash flows
GROUP
COMPANY
Cash flows from operating activities
2024
£000
2023
£000
2024
£000
2023
£000
Operating profit before interest and taxation
104,657
82,125
120,997
83,093
Adjust for non-cash flow items:
Gains on investments
(76,301)
(37,379)
(76,301)
(37,379)
Movement in amortised cost of borrowings
(21)
(20)
(48)
(46)
Depreciation of property, plant and equipment
566
403
—
—
Depreciation of right-of-use assets
719
891
—
—
Amortisation of intangible assets
1,046
892
—
—
Goodwill impairment
17,037
—
—
—
Decrease/(increase) in trade and other receivables
5,683
(3,221)
502
(1,730)
(Decrease)/increase in trade and other payables
(4,387)
2,027
174
267
Increase in deferred income
459
1,204
—
—
Increase in other taxation payable
(1,473)
(1,290)
(815)
(1,021)
Normal pension contributions in excess of cost
(337)
(1,400)
—
—
Dividends received
(36,578)
(32,964)
(50,828)
(48,964)
Cash flows from operating activities
(before dividends received and taxation paid)
11,070
11,268
(6,319)
(5,780)
Comparative figures for 'Movement in amounts owed to subsidiary undertakings' have been restated as a single line. Previously the
movement was disclosed as two separate cash flows under “Intercompany funding” and “Amounts receivable from intercompany”. This
separation was not appropriate as the company applies it legal right to offset amounts receivable from subsidiary undertakings with
amounts owed to subsidiary undertakings, resulting in net cashflows for the company. This reclassification enhances clarity and aligns
with the current year presentation, with no impact on the total net cash flows from financing activities.
Notes to the Accounts continued
For the year end 31 December 2024
157
Sara Leacroft
‘A view from the Bridge’
Arthur Miller – LawDeb 2023
C O R P O R A T E I N F O R M A T I O N
lawdebenture.com
158
CORPORATE INFORMATION
Alternative Performance Measures
Alternative performance measures are numerical measures of the Company’s current, historical or future performance, financial position or
cash flows, other than financial measures defined or specified in the financial framework that the Company has chosen to apply (International
Financial Reporting Standards and the AIC SORP). The Directors use these measures as a means of assessing the Company’s performance. The
measures are particularly relevant for investment trusts and are widely used across the investment trust sector.
Net Asset Value per ordinary share
The value of the Company’s assets (i.e. investments (see note 13)) and cash at bank (see Statement of Financial Position) less any liabilities
(i.e. long-term borrowings (see note 20)) for which the Company is responsible, divided by the number of shares in issue (see note 9). The
aggregate NAV is also referred to as total shareholders’ funds in the Statement of Financial Position. In Law Debenture’s case, the published
NAV will include adjustments to reflect the fair value of the IPS business and the Company’s long-term debt. There is a detailed summary
of the NAV, including a description of how it is calculated, on page 40 of the Annual Report. From 1 July 2023, the NAV per ordinary share is
published daily. Prior to that it was published weekly and immediately after each month end.
The change in NAV per share (see total return below) over one, three, five and ten years, as shown at page 6, is calculated by taking total
return over the respective period and dividing by the opening NAV at the start of each period.
Net Asset Value with debt at fair value
The Group’s debt (long-term borrowings, further details can be found in note 20 on pages 150 and 151) is valued in the Statement of
Financial Position (page 117) at amortised cost, which is materially equivalent to the repayment value of the debt on the assumption that
it is held to maturity. This is often referred to as ‘Debt at Par’. The current fair value of the debt, which assumes it is repaid under current
market conditions, is referred to as ‘Debt at Fair Value’. This fair value is detailed in note 20 on page 151. The difference between the fair and
par values of the debt is subtracted from or added to the Statement of Financial Position to derive the NAV with debt at fair value (see note
9 on page 136). The NAV with debt at fair value At 31 December 2024 was £1,150,512 (872.34 pence per ordinary share) and the NAV with debt
at par was £1,108,159 (840.22 pence per ordinary share).
Discount or Premium
The amount by which the market price per share of an investment trust is either higher (premium) or lower (discount) than the NAV per
share, expressed as a percentage of the NAV per ordinary share.
NAV per share
with debt and IPS
at fair value
pence
NAV per share
with debt at par
value pence
Share price
pence
Premium/
(discount) to
fair value NAV
Premium/
(discount) to
par value NAV
At 31 December 2024
872.34
840.22
893
2.4%
6.3%
At 31 December 2023
802.67
777.22
801
(0.2%)
3.1%
Average premium in share price versus NAV (with debt and IPS at fair value)
The discount or premium to share price is calculated in accordance with AIC methodology using performance data held by Law Debenture.
The daily average is calculated from the daily share premium/discount recorded throughout the year and divided by the NAV (with debt and
IPS at fair value).
159
C O R P O R A T E I N F O R M A T I O N
Alternative Performance Measures continued
Gearing/(Net cash)
Net gearing is calculated by dividing total borrowings less cash and cash equivalents by adjusted shareholders’ funds, expressed as a
percentage.
2024
£000
2023
£000
Borrowings (at PAR)
Statement of financial position
163,868
163,889
Cash and cash equivalents
Statement of financial position
(38,354)
(31,439)
Borrowings less cash
(a)
125,514
132,450
Net assets per Balance Sheet
920,764
854,229
Fair value uplift for IPS business
187,395
160,836
Debt fair value adjustment
42,353
33,239
Adjusted shareholders’ funds
Page 40
(b)
1,150,512
1,048,304
Net gearing
(a/b)
11%
13%
We believe that it is appropriate to show net gearing in relation to shareholders’ funds as it represents the amount of debt funding on the
Portfolio.
Ongoing charges
The ongoing charge ratio has been calculated in accordance with guidance issued by the AIC. It represents the total investment
management fee and other applicable administrative expenses expressed as a percentage of the average net asset values with debt at fair
value throughout the year.
2024
£000
2023
£000
Management fee revenue expense
634
584
Other attributable administration costs
3,196
2,699
Administration costs
3,830
3,283
Management fee capital expense
1,902
1,752
Ongoing charge
5,732
5,035
Average net assets1
1,124,680
1,023,604
Ongoing charge ratio
0.51%
0.49%
1 Calculated using the average month-end net asset value with debt at fair value.
Revenue earnings per share
The revenue earnings per share is the revenue return for the year (see Income Statement) divided by the weighted average number of
ordinary shares in issue during the year (see note 9 on page 136).
lawdebenture.com
160
CORPORATE INFORMATION
Alternative Performance Measures continued
NAV total return
The total return is the return on the share price or NAV with debt at fair value taking into account both the rise and fall of NAVs/share prices
and dividends paid to shareholders. Any dividends received by a shareholder are assumed to have been reinvested in either additional
shares (for share price total return) or the Company’s assets (for NAV with debt at fair value total return). Dividends paid and payable are set
out in note 8 on page 135.
NAV per share
with debt at
fair value
Share price
NAV/Share price per share at 31 December 2023 (pence)
802.67
801
NAV/Share price per share At 31 December 2024 (pence)
872.34
893
Change in year
8.7%
11.5%
Impact of dividends reinvested1 (%)
4.9%
4.4%
Total return for the year (%)
13.6%
15.9%
1 The impact of dividends reinvested is calculated by calculating the total NAV/share price return for the year without the impact of re-invested dividends and
comparing this to the total return including the impact of re-invested dividends.
Yield
The yield is the annual dividend expressed as a percentage of the year end share price.
2024
£000
2023
£000
Annual dividend (pence)
33.5
32.0
Share price1 (pence)
893
801
Yield (%)
3.8%
4.0%
1 Based on the closing share price as at 31 December 2024.
Underlying profit before Interest & tax
Underlying profit before Interest and tax (‘PBIT’) is calculated by adding back the non-recurring costs and capital costs to the statutory result
to report underlying revenue performance.
2024
£000
2023
£000
IPS Statutory PBIT (See note 6)
(2,036)
15,072
Goodwill impairment (capital)
17,037
—
Non-recurring expenses (revenue) - See CEO Review
1,036
—
Underlying PBIT
16,037
15,072
Underlying profit before tax
Underlying profit before tax (‘PBT’) is calculated by adding back the non-recurring costs and capital costs to the statutory result to report
underlying revenue performance.
2024
£000
2023
£000
IPS Statutory PBT (See note 6)
(1,753)
15,936
Goodwill impairment (capital)
17,037
—
Non-recurring expenses (revenue) - See CEO Review
1,036
—
Underlying PBT
16,320
15,936
161
C O R P O R A T E I N F O R M A T I O N
Alternative Performance Measures continued
Underlying earnings before interest, taxes, depreciation, and amortisation
Underlying earnings before interest, taxes, depreciation, and amortisation (‘EBITDA’) is calculated by adding back non-recurring costs to the
statutory result to report underlying performance.
2024
£000
2023
£000
IPS Statutory PBT (See note 6)
(1,753)
15,936
Goodwill impairment (capital)
17,037
—
Depreciation, amortisation and interest
2,274
1,689
Statutory EBITDA
17,558
17,625
Non-recurring expenses (revenue) - See CEO Review
1,036
—
Underlying EBITDA
18,594
17,625
lawdebenture.com
162
Marie Gower
‘Better Together’ – Was it Something I Said
– LawDeb Lens 2021
CORPORATE INFORMATION
163
Registered office
8th Floor, 100 Bishopsgate, London, EC2N 4AG
T: 020 7606 5451
F: 020 7606 0643
W: www.lawdebenture.com
(Registered in England – No. 00030397)
Investment managers
James Henderson and Laura Foll are joint managers. They also manage
Lowland Investment Company plc and the Henderson UK Equity Income
& Growth Fund.
James joined Henderson Global Investors (now Janus Henderson
Investors) in 1983 and has been an investment trust portfolio manager
since 1990. He first became involved in the management of Law
Debenture’s Portfolio in 1994 and took over lead responsibility for
management of the Portfolio in June 2003.
Laura joined Janus Henderson Investors in 2009 and has held the
position of portfolio manager on the Global Equity Income team
since 2014. She first became involved with Law Debenture’s Portfolio in
September 2011 and became joint portfolio manager in 2020.
Alternative Investment Fund Manager
The Law Debenture Corporation p.l.c.
Portfolio manager
Janus Henderson Global Investors
201 Bishopsgate, London EC2M 3AE
Auditors
Deloitte LLP, 110 Queen Street, Glasgow, G1 3BX
Depositary
NatWest Trustee and Depositary Services Limited
250 Bishopsgate, London EC2M 4AA
Global custodian
HSBC Bank plc (under delegation by the depositary)
8 Canada Square, London E14 5HQ
Registrar
Computershare Investor Services PLC
The Pavilions, Bridgwater Road, Bristol BS99 6ZY
T: 0370 707 1129
Company Advisers and Information
Joint brokers
J.P. Morgan Securities PLC
25 Bank Street, London E14 5JP
Peel Hunt LLP
100 Liverpool Street, London EC2M 2AT
AIC
A member of the Association of Investment
Companies
Shareholder information
Investment trust status
The Company carries on business as an investment trust company
as defined in Sections 1158-1159 of the Corporation Tax Act 2010.
Company share information
Information about the Company can be found on its website
www.lawdebenture.com. The market price of its ordinary shares is
also published daily in the Financial Times.
Registrars
Our registrars, Computershare Investor Services PLC, operate a
dedicated telephone service for Law Debenture shareholders –
0370 707 1129. Shareholders can use this number to access holding
balances, dividend payment details, share price data, or to request
that a form be sent to their registered address.
Share dealing
Computershare Investor Services PLC offers shareholders a share
dealing service via the internet or by post.
Internet dealing: The fee for this service will be 1.4% of the value of
each transaction (subject to a minimum of £40).
Website address: www.computershare.com/dealing/uk
Registry Postal Share Dealing Service: The fee for this service will be
1.4% of the value of each transaction (subject to a minimum of £40).
Forms can be found at: www.computershare.com/dealing/uk
or requested by calling: 0370 703 0084.
The service is available only to those shareholders who hold their
shares on the register (i.e. it is not available to those who hold their
shares via a nominee).
Shareholders using the internet service will need their Shareholder
Reference Number (‘SRN’) and post code to complete their trade.
The SRN can be found printed on your proxy card.
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CORPORATE INFORMATION
Financial Calendar
Dividend and interest payments
Ordinary shares:
Three interim dividends
Announced in May, September and December
Paid July, October and January
Final dividend
Announced in February/March
Paid April
6.125% guaranteed secured notes
Paid April and October
3.77% senior secured notes
Paid March and September
2.54% series A senior secured notes
Paid May and November
2.53% series B senior secured notes
Paid May and November
Group results:
Half year results
Announced in July
Full year results
Announced in February/March
Report and accounts
Published in March
Annual General Meeting
Held each year in March/April
Factsheets
Published monthly on the Company’s website
Payment methods for dividends
Dividends and interest can be paid to shareholders by means of BACS. Mandate forms for this purpose are available on request from the
Company’s registrars.
Subsidiary company details
Subsidiary companies not incorporated in the United Kingdom, as listed on pages 140 and 141, are registered at the following addresses:
Companies registered in Hong Kong
Suite 1301, 13/F Ruttonjee House, Ruttonjee Centre, 11 Duddell Street,
Central, Hong Kong
Companies registered in the Republic of Ireland
38/39 Fitzwilliam Square West, Dublin 2, Ireland
Companies registered in USA
Room 901, 420 Lexington Avenue, New York, NY 10017, USA
other than Delaware Corporate Services
Companies registered in USA -
919 N Market St, Suite 725, Wilmington, DE 19801, USA
Delaware Corporate Services
Company registered in Jersey
3rd Floor, IFC 5, Castle Street, St. Helier, Jersey JE2 3BY
Company registered in Cayman Islands
Governors Square, Suite 5-204, 23 Lime Tree Bay Avenue, Grand Cayman,
Cayman Islands, KY1-1108
165
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the 135th Annual General Meeting of the Company will be held in-person at the offices of Peel Hunt,
7th Floor, 100 Liverpool Street, London EC2M 2AT and streamed online on 11 April 2025 at 11.00am to transact the following business:
Ordinary resolutions
To consider and, if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions:
1.
To receive the Report of the Directors, the Strategic Report and the Audited Accounts and the Auditor’s Report for the year
ended 31 December 2024.
2.
To approve the Directors’ Remuneration Report for the year ended 31 December 2024.
3.
To declare a final dividend of 9.5p per share in respect of the year ended 31 December 2024.
4.
To re-elect Denis Jackson as a Director.
5.
To re-elect Trish Houston as a Director.
6.
To re-elect Robert Hingley as a Director.
7.
To re-elect Pars Purewal as a Director.
8.
To re-elect Claire Finn as a Director.
9.
To re-elect Clare Askem as a Director.
10.
To re-elect Maarten Slendebroek as a Director.
11.
To re-appoint Deloitte LLP as auditors of the Company to hold office until the conclusion of the next general meeting at which
the accounts of the Company are laid.
12.
To authorise the Audit and Risk Committee to determine the auditor’s remuneration.
13.
General authority to allot shares.
THAT:
(a) in substitution for all existing authorities (but without prejudice to any allotments made pursuant to the terms of such
authorities), the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the
Companies Act 2006 (the ‘Act’) to exercise for the period ending on the date of the Company’s next Annual General Meeting
(‘AGM’), all the powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any
security into shares in the Company up to an aggregate nominal amount (within the meaning of sections 551(3) and (6)
of the Act) of £1,325,957.50 (representing 26,519,150 ordinary shares) (or, if less, the number representing 20% of the total
ordinary shares in issue (excluding treasury shares) as at the date of passing of this resolution); and
(b) the Company may during such period make offers or agreements which would or might require the making of allotments of
equity securities or relevant securities as the case may be after the expiry of such period.
Special resolutions
To consider and, if thought fit, to pass the following resolutions which will be proposed as special resolutions:
14.
Disapplication of statutory pre-emption rights.
THAT if resolution 13 is passed, the Directors be authorised to allot equity securities (as defined in the Act) for cash under the
authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section
561 of the Act did not apply to any such allotment or sale, such authority to be limited to:
(a) the allotment of equity securities or sale of treasury shares in connection with a rights issue, open offer or other issue or
offer to ordinary shareholders in proportion (as nearly as possible) to their existing holding of shares (but subject to such
exclusions as the Directors may deem necessary or appropriate to deal with fractional entitlements, record dates or legal,
regulatory or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange
or any other matter); and
(b) the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a)) above up to a nominal
amount of £662,978.77 (representing 13,259,575 ordinary shares),
such authority to expire at the next AGM of the Company (or, if earlier, at the close of business on 10 July 2026) but, in each case,
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prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities
to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell
treasury shares) under any such offer or agreement as if the authority had not expired.
15.
Additional authority to disapply pre-emption rights for acquisitions or specified capital investment.
THAT, if resolution 13 is passed, the Directors be authorised in addition to any authority granted under resolution 14 to allot equity
securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the
Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be:
(a) limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £662,978.77
(representing 13,259,575 ordinary shares); and
(b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months of the original
transaction) a transaction which the Directors of the Company determine to be an acquisition or other capital investment of
a kind contemplated by the Statement of Principles on disapplying Pre-Emption Rights most recently published by the Pre-
Emption Group prior to the date of this notice,
such authority to expire at the next AGM of the Company (or, if earlier, at the close of business on 10 July 2026) but, in each case,
prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities
to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell
treasury shares) under any such offer or agreement as if the authority had not expired.
16.
General authority to buy back shares.
THAT the Company be and is generally and unconditionally authorised in accordance with sections 693 and 701 of the Act to
make market purchases (within the meaning of section 693(4) of the Act) of any of its issued ordinary shares of 5p each in
the capital of the Company, in such manner and upon such terms as the Directors of the Company may from time to time
determine, provided always that:
(a) the maximum aggregate number of shares that may be purchased is 19,876,103;
(b) the minimum price which may be paid for a share shall be 5p;
(c) the maximum price which may be paid for a share shall be an amount equal to 105% of the average of the middle
market quotations (as derived from the London Stock Exchange Daily Official List) for the shares for the five business days
immediately preceding the day on which the share is purchased; and
(d) unless previously revoked, renewed or varied, the authority hereby conferred shall expire on the date of the Company’s next
AGM provided that a contract of purchase may be made before such expiry which will or may be executed wholly or partly
thereafter, and a purchase of shares may be made in pursuance of any such contract.
17.
Cancellation of Share Premium Account.
THAT, subject to the confirmation of the Court, the Company be and is authorised to cancel the amount standing to the credit of
the share premium account of the Company, and the amount by which the share premium account is so cancelled be credited
to a distributable reserve which shall be capable of being applied in any manner in which the Company’s profits available for
distribution (as determined in accordance with the Act) are able to be applied.
18.
Authority to convene a general meeting – notice.
THAT a general meeting of the Company, other than an AGM, may be called on not less than 14 clear days’ notice.
This Notice was approved by the Board of Directors on 11 March 2025 and signed on its behalf by:
Law Debenture Corporate Services Limited
Company Secretary
Registered office:
8th Floor
100 Bishopsgate
London EC2N 4AG
Registered No. 00030397
Notice of Annual General Meeting continued
We will also be streaming the meeting live on the internet so that those shareholders
who cannot attend in person will be able to view the proceedings. You are welcome
to view the meeting online by following the broadcast link on our website at:
https://www.investormeetcompany.com/law-debenture-corporation-plc/register
167
Explanatory Notes to the Notice
Shareholders intending to attend the AGM are asked to register
their intention as soon as practicable by email to the following
email address: tsu.cosec@lawdeb.com
Shareholders who are not able or do not wish to attend the
meeting in person will be able to watch a live webcast of the
meeting by following the broadcast link on our website at:
https://www.investormeetcompany.com/law-debenture-
corporation-plc/register
This will include the formal business of the meeting, the Manager’s
presentation and questions and answers. The webcast will not
enable shareholders to participate in the meeting or to vote.
However, shareholders will be invited to submit questions by email,
by 11am on Wednesday 9 April 2025. Questions may be sent to the
following email address tsu.cosec@lawdeb.com. Questions of a
very similar nature may be grouped together to ensure the orderly
running of the AGM.
The Notice of the Annual General Meeting (the ‘Notice’) to be held
on 11 April 2025 (the ‘Meeting’) is set out on pages 166 to 167. The
following notes provide an explanation as to why the resolutions
set out in the Notice are being put to shareholders.
Resolution 1
Under the Companies Act 2006 (the ‘Act’), the Directors are required
to present the annual accounts and reports of the Company to
shareholders at a general meeting. These are contained in the
Company’s Annual Report and financial statements for the year
ended 31 December 2024 (the ‘2024 Annual Report’), which was sent
to shareholders on 19 March 2025.
Resolution 2
In accordance with the provisions of the Act, the Company’s Report
on Directors’ remuneration is being put to an annual shareholder vote
by ordinary resolution. This resolution is an advisory vote, as provided
by law, meaning that the Directors’ entitlements to remuneration are
not conditional upon the resolution being passed. The report is set out
in full on pages 83 to 103 of the 2024 Annual Report.
Resolution 3
The Board proposes a final dividend of 9.5 pence per share in respect
of the year ended 31 December 2024. If approved, the recommended
final dividend will be paid on 16 April 2025 to all ordinary shareholders
who are on the register of members on 21 March 2025. The shares will
be marked ex-dividend on 20 March 2025.
Resolutions 4 – 10
Under the Company’s Articles of Association (the ‘Articles’), one
third of the Directors must retire from office by rotation at each
AGM and may offer themselves for re-election (this does not
include Directors appointed to the Board since the last AGM).
The 2018 UK Corporate Governance Code recommends that all
directors of premium listed companies should be subject to annual
re-election so Denis Jackson, Trish Houston, Robert Hingley, Pars
Purewal, Claire Finn, Clare Askem and Maarten Slendebroek will
retire from office and offer themselves for re-election.
The biographical details for each Director are set out on pages 62
and 63 of the 2024 Annual Report.
In proposing the re-election of the Directors, the Chair confirms
that, following the internal performance evaluation (described
on page 75 of the 2024 Annual Report), each individual continues
to make an effective and valuable contribution to the Board and
demonstrates commitment to their role. Accordingly, the Board
recommends their re-election.
Resolution 11
The Company’s auditors must offer themselves for appointment
at each AGM at which accounts are presented. Accordingly, the
Board, on the recommendation of the Audit and Risk Committee,
recommends the re-appointment of Deloitte LLP as the Company’s
auditors.
Resolution 12
This resolution, if passed, will authorise the Audit and Risk
Committee to agree the remuneration of Deloitte LLP for their
services as auditors.
Resolution 13
Under the Act, Directors may not allot shares in the Company
(or grant certain rights over shares) without the authority of
shareholders in a general meeting (other than pursuant to an
employee share scheme). In certain circumstances this could be
unduly restrictive. The Directors’ existing authority to allot ordinary
shares, which was granted at the AGM of the Company held on
28 March 2024, will expire at the end of this year’s AGM.
Subject to the passing of this resolution, which will be proposed
as an ordinary resolution, the Directors will be authorised, in place
of all existing authorities, to allot shares (pursuant to section 551
of the Act) up to an aggregate nominal amount of £1,325,957.50
(representing 26,519,150 ordinary shares), representing
approximately twenty per cent of the aggregate nominal value
of the issued ordinary shares on 10 March 2025 (being the last
practicable date prior to the publication of this document). As at
10 March 2025, the Company did not hold any shares in treasury.
The authority conferred will expire (unless previously revoked,
varied or renewed) at the end of the next AGM. However, the
Company may make an offer or agreement prior to the expiry of
this authority which would or might require shares to be allotted
after the expiry of this authority – in this case, the Directors will be
permitted to allot securities pursuant to such offer or agreement
as if this authority had not expired.
Between the 2024 AGM and 10 March 2025, the Company issued
a total of 1,401,388 ordinary shares under its share issuance
programme and its SAYE scheme and the Directors intend to
continue to use this authority for the same two purposes.
Resolution 14
Unless they are given an appropriate authority by shareholders, if
the Directors wish to allot any shares for cash or grant rights over
shares (other than pursuant to an employee share scheme) they
must first offer them to existing shareholders in proportion to their
existing holdings. These are known as pre-emption rights. The
existing disapplication of these statutory pre-emption rights, which
was granted at the AGM held on 28 March 2024, will expire at the
end of this year’s AGM.
Resolution 14 seeks approval to disapply the pre-emption rights,
by allowing Directors to allot equity securities (including a sale
of treasury shares) for cash: (i) in connection with rights issues
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Explanatory Notes to the Notice continued
and other pre-emptive issues in favour of existing shareholders in
proportion to their existing holdings (subject to certain exclusions);
(ii) by way of an open offer or other issue of securities in favour
of existing shareholders in proportion to their existing holdings
(subject to certain exclusions); and (iii) to persons other than
existing shareholders otherwise than under (i) and (ii), up to an
aggregate nominal amount of £662,978.77 (representing 13,259,575
ordinary shares), being no more than ten per cent of the issued
ordinary share capital in issue on 10 March 2025, in each case
without the equity securities first being offered to the existing
shareholders in proportion to their existing holdings.
Resolution 15
Resolution 15 seeks an additional and separate approval to
disapply pre-emption rights by allowing Directors to allot equity
securities (or sell treasury shares) for cash, of up to a further
ten per cent of the total ordinary share capital, representing up
to an aggregate nominal amount of £662,978.77 (representing
13,259,575 ordinary shares), as at 10 March 2025, without such
equity securities first being offered to the existing shareholders in
proportion to their holdings, where the allotment is to finance an
acquisition or capital investment, (or refinancing, if the authority is
to be used within six months of the original transaction).
The Directors confirm that they will only allot securities (or sell
treasury shares for cash) pursuant to this authority where that
allotment is in connection with an acquisition or specified capital
investment (as described in the Pre-Emption Group’s Statement of
Principles) which is announced at the same time as the allotment,
or which has taken place in the preceding six-month period and is
disclosed in the announcement of that allotment.
Resolution 16
Resolution 16 is a special resolution that will grant the Company
authority to make market purchases of up to 19,876,103 shares,
representing 14.99% of the issued ordinary share capital as at the
date of the Notice. Any shares bought back will either be cancelled
or placed into treasury at the determination of the Directors.
The maximum price which may be paid for each share must not
be more than 105% of the average of the mid-market values of the
ordinary shares for the five business days before the purchase is
made. The minimum price which may be paid for each ordinary
share is 5p.
The Directors are committed to managing the Company’s capital
effectively and do not intend to exercise such authority at present.
Purchases would only be made after considering the effect on
earnings per share and the benefits for shareholders generally.
This authority shall expire at the AGM to be held in 2026 when a
resolution to renew the authority will be proposed.
Resolution 17
The share premium account is a non-distributable reserve and
the Company is therefore unable to use the amount standing to
the credit of this account for the purpose of, among other things,
making distributions to shareholders.
However, the Act does permit the Company (subject to the
approval of shareholders and the consent of the Court) to cancel
or reduce its share premium account and credit the resulting sum
(less an amount equal to certain of the Company’s liabilities as at
that date) to the Company’s distributable reserves.
This will improve the Company’s distributable reserves position
and will provide the Company with flexibility to support, amongst
other things, the payment of dividends or other distributions to
shareholders in the future.
The Company is seeking to cancel the entire amount standing to
the credit of its share premium account in order to benefit from this
flexibility and primarily to create a surplus of distributable reserves.
The cancellation of the share premium account requires the
passing of a special resolution, Resolution 17 to be proposed at
the AGM, and subsequent approval of the Court. The cancellation
will not be effective until the order of the Court confirming the
cancellation has been registered with the Registrar of Companies.
Resolution 18
The Act requires that all general meetings must be held on at
least 21 clear days’ notice, save that a general meeting (other
than an AGM) may be held on at least 14 clear days’ notice where:
• the Company makes an electronic means of voting available
to all shareholders for the meeting. This condition is met by
the Company providing the facility for shareholders to appoint
a proxy via an online shareholder portal operated by our
Registrars; and
• the shareholders pass a special resolution reducing the period
of notice to not less than 14 days either at the immediately
preceding AGM or a general meeting held since that AGM.
It is not the Company’s intention to use the shorter notice period
as a matter of routine but only when the flexibility is merited by
the business of the meeting and is thought to be in the interests
of shareholders as a whole. If given, this approval will be effective
until the end of the AGM to be held in 2026.
Recommendation
Full details of the above resolutions are contained in the Notice.
The Directors consider that all the resolutions to be proposed
at the Meeting are in the best interests of the Company and its
members as a whole. The Directors unanimously recommend that
shareholders vote in favour of all the resolutions, as they intend to
do in respect of their own beneficial holdings.
If you are in any doubt about the contents of this document, you
should immediately consult your stockbroker, bank manager,
solicitor, accountant or other independent financial adviser
authorised under the Financial Services and Markets Act 2000, or
if outside the United Kingdom, another appropriately authorised
financial adviser, without delay.
If you have sold or otherwise transferred all of your shares in the
Company you should immediately send this document, together
with the accompanying form of proxy, to the stockbroker, bank or
other agent through whom the sale or transfer was effected, for
transmission to the purchaser or transferee.
169
Shareholder Notes
The following notes explain your general rights as a shareholder and
your right to attend and vote at the Meeting or to appoint someone
else to vote on your behalf.
1.
To be entitled to attend and vote at the meeting (and for the
purpose of the determination by the Company of the number
of votes they may cast), shareholders must be registered in the
register of members of the Company at close of business on
Wednesday, 9 April 2025 (or, in the event of any adjournment,
close of business on the date which is 48 hours before the time
of the adjourned meeting). Changes to the register of members
after the relevant deadline shall be disregarded in determining
the rights of any person to attend and vote at the meeting. In
the case of joint holders of a share, the vote of the senior who
tenders a vote, whether in person or by proxy, shall be accepted
to the exclusion of the votes of the other joint holders and for this
purpose seniority is determined by the order in which the names
stand in the register of members in respect of the share.
2. Shareholders are entitled to appoint a proxy to exercise all or
part of their rights to attend, and to speak and vote on their
behalf at the meeting. A shareholder may appoint more than
one proxy in relation to the meeting provided that each proxy is
appointed to exercise the rights attached to a different ordinary
share or ordinary shares held by that shareholder. A proxy
need not be a shareholder of the Company. A form of proxy,
which accompanies this Notice, may be used to make such
appointment and give proxy instructions. If you do not have a
form of proxy and believe that you should have one, or if you
require additional forms, please contact the Company’s registrar,
whose contact details are provided above.
3. Dispatch instructions: To be valid, any form of proxy and any
power of attorney or other authority under which it is executed
(or a duly certified copy of any such power or authority), must
be returned by no later than 11:00 am on Wednesday, 9 April 2025
through any one of the following methods:
(a) by post at Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol, BS99 6ZY, United Kingdom (Tel: 0370
707 1129 if dialling from the UK and +44 370 707 1129 if dialling
from abroad); or
(b) by hand or courier (during normal business hours only) to
the Company’s UK registrar at: Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE,
United Kingdom (Tel: 0370 707 1129 if dialling from the UK and
+44 370 707 1129 if dialling from abroad); or
(c) electronically through the website of the Company’s registrar
at www.investorcentre.co.uk/eproxy, where the following
details, which can be found on your proxy card or in an email
received from Computershare, will be required:
• the meeting control number;
• your shareholder reference number; and
• your unique pin code; or
(d) in the case of shares held through CREST, via the CREST
system (see notes 8 to 11 below).
4. Any person to whom this Notice is sent who is a person
nominated under Section 146 of the Companies Act 2006 (the
‘Act’) to enjoy information rights (a ‘Nominated Person’) may,
under an agreement between him/her and the shareholder by
whom he/she was nominated, have a right to be appointed (or
to have someone else appointed) as a proxy for the meeting. If a
Nominated Person has no such proxy appointment right or does
not wish to exercise it, he/she may, under any such agreement,
have a right to give instructions to the shareholder as to the
exercise of voting rights.
5. The statement of the rights of shareholders in relation to
the appointment of proxies in notes 2 and 8 do not apply to
Nominated Persons. The rights described in these paragraphs
can only be exercised by shareholders of the Company.
6. A vote withheld is not a vote in law, which means that the vote
will not be counted in the calculation of votes for or against the
resolution. If no voting indication is given, your proxy will vote or
abstain from voting at his/her discretion. Your proxy will vote (or
abstain from voting) as he/she thinks fit in relation to any other
matter which is put before the meeting.
7. If you return more than one proxy appointment (except where
multiple proxies have been appointed), either by paper or
electronic communication, that appointment received last by the
Registrar before the latest time for the receipt of proxies will take
precedence. You are advised to read the terms and conditions of
use carefully. Electronic communication facilities are open to all
shareholders and those who use them will not be disadvantaged.
8. The return of a completed form of proxy, electronic filing or any
CREST proxy instruction (as described in note 10 below) will not
prevent a shareholder from attending the meeting and voting in
person if he/she wishes to do so.
9. CREST members who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service may do so for
the meeting (and any adjournment of the meeting) by using
the procedures described in the CREST Manual (available from
https://www.euroclear.com/site/public/EUI). CREST personal
members or other CREST sponsored members, and those CREST
members who have appointed a 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.
10. In order for a proxy appointment or instruction made by means
of CREST to be valid, the appropriate CREST message (a ‘CREST
Proxy Instruction’) must be properly authenticated in accordance
with Euroclear UK & International Limited’s specifications and
must contain the information required for such instructions,
as described in the CREST Manual. The message must be
transmitted so as to be received by the issuer’s agent by 11:00 am
on Wednesday, 9 April 2025. For this purpose, the time of receipt
will be taken to mean the time(as determined by the timestamp
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Shareholder Notes continued
applied to the message by the CREST application host) from
which the issuer’s agent is able to retrieve the message by
enquiry to CREST in the manner prescribed by CREST. After this
time, any change of instructions to proxies appointed through
CREST should be communicated to the appointee through
other means.
11. In order for a proxy appointment or instruction made by means
of CREST to be valid, the appropriate CREST message (a ‘CREST
Proxy Instruction’) must be properly authenticated in accordance
with Euroclear UK & International Limited’s specifications and
must contain the information required for such instructions,
as described in the CREST Manual. The message must be
transmitted so as to be received by the issuer’s agent by 11:00 am
on Wednesday, 9 April 2025. For this purpose, the time of receipt
will be taken to mean the time(as determined by the timestamp
applied to the message by the CREST application host) from
which the issuer’s agent is able to retrieve the message by
enquiry to CREST in the manner prescribed by CREST. After this
time, any change of instructions to proxies appointed through
CREST should be communicated to the appointee through
other means.
12. Any corporation which is a member can appoint one or more
corporate representative(s) who may exercise, on its behalf,
all its powers as a member provided that no more than one
corporate representative exercises powers in relation to the
same shares.
13. As at 10 March 2025 (being the latest practicable business day
prior to the publication of this Notice), the Company had an
issued share capital of 132,595,755 ordinary shares, carrying
one vote each and no restrictions and no special rights with
regard to the control of the Company. There are no other
classes of share capital and none of the Company’s issued
shares are held in treasury. Therefore, the total voting rights in
the Company is 132,595,755.
14. Under Section 527 of the Act, shareholders 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 financial statements (including
the auditor’s report and the conduct of the audit), which are
to be laid before the meeting; or
(ii) any circumstances connected with an auditor of the
Company ceasing to hold office since the previous meeting at
which annual accounts and reports were laid in accordance
with Section 437 of the Act. The Company may not require
the shareholders requesting any such website publication to
pay its expenses in complying with Sections 527 or 528 of the
Act. Where the Company is required to place a statement
on a website under Section 527 of the 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.
Business which may be dealt with at the meeting for the
relevant financial year includes any statement that the
Company has been required to publish on a website under
Section 527 of the Act.
15. Any shareholder attending the meeting has the right to ask
questions. The Company must answer 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.
Registered shareholders may submit their questions to the
Directors in advance of the meeting by sending an email to
the Company Secretary at TSU.cosec@lawdeb.com and the
Company will answer these in due course.
16. The following documents will be available for inspection at
the AGM venue from 10:30 am on the day of the AGM until its
conclusion:
(a) copies of the Directors’ letters of appointment and service
contracts; and
(b) a copy of the Articles of Association of the Company.
A copy of the 2024 Annual Report and financial statements
(including the Notice of AGM) will be available for viewing at the
Financial Conduct Authority’s National Storage Mechanism, from
the mailing date of this Notice.
17. You may not use any electronic address provided in either this
Notice or any related documents (including the form of proxy)
to communicate with the Company for any purposes other than
those expressly stated.
18. Personal data provided by shareholders at or in relation to the
meeting will be processed in line with the Company’s privacy
policy. Detailed information on how the Company processes your
personal data and what your rights are under applicable data
privacy laws can be viewed in our policy: https://media.umbraco.
io/lawdebenture/rwwkg0lj/privacy-notice-for-shareholders-
november-2024.pdf
A copy of this Notice and other information required by section 311A
of the Act, can be found on the Company’s website at https://www.
lawdebenture.com/investment-trust/shareholder-information.
171
The offices of Peel Hunt, 7th Floor, 100 Liverpool Street, London EC2M 2AT.
Annual General Meeting Venue
RAILWAY
UNDERGROUND
BUSES
PARKING
Main line stations within one
mile include:
• Liverpool Street
• London Bridge
• Farringdon
• Fenchurch Street
• Cannon Street
• Blackfriars
• Holborn Viaduct
Liverpool Street
(Elizabeth, Central, Circle,
Hammersmith & City and
Metropolitan lines)
Monument
(Circle and District lines)
Bank
(Central, Northern, Waterloo &
City lines and Docklands Light
Railway)
London Bridge
(Northern and Jubilee lines)
You may select the 149, 35,
47 or 388 bus services from
London Bridge or the 26 or 8
bus services from St. Paul’s to
Wormwood Street, which is
close to the venue. You may
also take the 205 from Old
Street or the 43 or 133 bus
services from Moorgate to
Liverpool Street, which is a short
walk from the venue.
There is limited meter parking
in business hours near the
venue. Parking is available at
Broadgate or London Finsbury
Square. There is also multi-
storey parking at Aldersgate
Car Park near London Wall.
C O R P O R A T E I N F O R M A T I O N
lawdebenture.com
172
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