What is the risk?
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How
is it managed?
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Current assessment of risk
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Financial risk: The Company's
assets consist mainly of listed securities (96.3% of the investment
portfolio) and its principal financial risks are therefore market
related and include market risk (comprising currency risk, interest
rate risk and other price risk), liquidity risk and credit risk. An
explanation of those risks and how they are managed is contained in
note 19 to the Financial Statements on pages 109 to 115 of the
Annual Report and Financial Statements.
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The Board has, in particular,
considered the impact of heightened market volatility during recent
months due to macroeconomic factors such as higher inflation,
interest rates and geopolitical concerns. To mitigate this risk the
Board considers at each meeting various portfolio metrics including
individual stock performance and weightings, the top and bottom
contributors to performance and relative sector weightings against
the comparative index. The portfolio manager provides rationale for
stock selection decisions. A comprehensive strategy meeting is held
annually to facilitate challenge of the Company's strategy. The
Board has considered the potential impact on the yen/sterling
exchange rate of various geopolitical events. The value of the
Company's investment portfolio would be affected by any impact,
positively or negatively, on sterling but would be partially offset
by the effect of exchange movements on the Company's yen
denominated borrowings.
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Market risk is increasing due to
increased volatility as a result of heightened macroeconomic and
geopolitical concerns.
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What is the risk?
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How
is it managed?
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Current assessment of risk
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Private company (unlisted) investment risk:
The Company's liquidity risk could be increased by
its investment in private company securities. These assets may be
more difficult to buy or sell, so changes in their prices may be
greater than for quoted investments.
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To mitigate this risk, the Board
considers the private company securities in the context of the
overall investment strategy and provides guidance to the Managers
on the maximum exposure to private company securities. The
investment policy limits the amount which may be invested in
private company securities to 10% of the total assets of the
Company in aggregate, measured at the time of
investment.
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There has been no change to the
number of private company investments during the period.
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What is the risk?
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How
is it managed?
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Current assessment of risk
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Investment strategy risk: Pursuit of an investment strategy to fulfil the Company's
objective which the market perceives to be unattractive or
inappropriate, or the ineffective implementation of an attractive
or appropriate strategy, may lead to reduced returns for
shareholders and, as a result, a decreased demand for the Company's
shares. This may lead to the Company's shares trading at a widening
discount to their net asset value.
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To mitigate this risk, the Board
regularly reviews and monitors the Company's objective and
investment policy and strategy, the investment portfolio and its
performance, the level of discount/premium to net asset value at
which the shares trade and movements in the share register and
raises any matters of concern with the Managers.
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This risk is increasing as the
market's appetite for growth stocks, typically held by the Company,
has decreased during the recent period of heightened macroeconomic
and geopolitical concern.
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What is the risk?
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How
is it managed?
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Current assessment of risk
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Environmental, social and governance risk:
Perceived problems on environmental, social and
governance ('ESG') matters in an investee company could lead to
that company's shares being less attractive to investors, adversely
affecting its share price, in addition to potential valuation
issues arising from any direct impact of the failure to address the
ESG weakness on the operations or management of the investee
company (for example in the event of an industrial accident or
spillage). Repeated failure by the Managers to identify ESG
weaknesses in investee companies could lead to the Company's own
shares being less attractive to investors, adversely affecting its
own share price.
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This is mitigated by the Managers'
strong ESG stewardship and engagement policies which are available
to view on the Managers' website,
bailliegifford.com, and which
have been reviewed and endorsed by the Company, and which have been
fully integrated into the investment process as well as the
extensive up-front and ongoing due diligence which the Manager
undertakes on each investee company. Due diligence includes
assessment of the risks inherent in climate change (see page 77 of
the Annual Report and Financial Statements).
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The Manager continues to employ
strong ESG stewardship and engagement policies.
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What is the risk?
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How
is it managed?
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Current assessment of risk
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Discount risk: The
discount/premium at which the Company's shares trade relative to
its net asset value can change. The risk of a widening discount is
that it may undermine investor confidence in the Company and
shareholders selling their shares will get less than the net asset
value of those shares.
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To manage this risk, the Board
monitors the level of discount/premium at which the shares
trade and the Company has authority to buy back its existing
shares, when deemed by the Board to be in the best interests of the
Company and its shareholders.
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The Company's discount widened during
the year. Over the year to 31 January 2024 and the Company bought
back 4,395,000 shares to be held in treasury. The Board continue to
closely monitor the discount and the impact of the current buyback
programme being deployed.
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What is the risk?
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How
is it managed?
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Current assessment of risk
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Regulatory risk: Failure to
comply with applicable legal and regulatory requirements such as
the tax rules for investment trust companies, the FCA Listing Rules
and the Companies Act could lead to suspension of the Company's
Stock Exchange listing, financial penalties, a qualified audit
report or the Company being subject to tax on capital
gains.
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To mitigate this risk, Baillie
Gifford's Business Risk, Internal Audit and Compliance departments
provide regular reports to the Audit Committee on Baillie Gifford's
monitoring programmes. Major regulatory change could impose
disproportionate compliance burdens on the Company. In such
circumstances representation is made to ensure that the special
circumstances of investment trusts are recognised. Shareholder
documents and announcements, including the Company's published
Interim and Annual Report and Financial Statements, are subject to
stringent review processes and procedures are in place to ensure
adherence to the Transparency Directive and the Market Abuse
Directive with reference to inside information.
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All control procedures are working
effectively. There have been no material regulatory changes that
have impacted the Company during the year.
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What is the risk?
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How
is it managed?
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Current assessment of risk
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Custody and depositary risk: Safe custody of the Company's assets may be compromised
through control failures by the Depositary, including breaches of
cyber security.
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To mitigate this risk, the Audit
Committee receives six-monthly reports from the Depositary
confirming safe custody of the Company's assets held by the
Custodian. Cash and portfolio holdings are independently reconciled
to the Custodian's records by the Managers who also agree
uncertificated private portfolio holdings to confirmations from
investee companies. The Custodian's audited internal controls
reports are reviewed by Baillie Gifford's Business Risk department
and a summary of the key points is reported to the Audit Committee
and any concerns investigated.
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All control procedures are working
effectively.
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What is the risk?
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How
is it managed?
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Current assessment of risk
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Small company risk: The Company
has investments in smaller companies which are generally considered
higher risk as changes in their share prices may be greater and the
shares may be harder to sell. Smaller companies may do less well in
periods of unfavourable economic conditions.
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To mitigate this risk, the Board
reviews the investment portfolio at each meeting and discusses the
investment case and portfolio weightings with the Managers. A
spread of risk is achieved by holding a minimum of 40 companies and
the relative industry weightings against the comparative index are
considered at each Board meeting.
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No change in small company
risk.
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What is the risk?
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How
is it managed?
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Current assessment of risk
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Operational risk: Failure of
Baillie Gifford's systems or those of other third party service
providers could lead to an inability to provide accurate reporting
and monitoring or a misappropriation of assets.
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To mitigate this risk, Baillie
Gifford has a comprehensive business continuity plan which
facilitates continued operation of the business in the event of a
service disruption. The Audit Committee reviews Baillie Gifford's
Report on Internal Controls and reports by other key third party
providers are reviewed by Baillie Gifford on behalf of the Board
and a summary of the key points is reported to the Audit Committee
and any concerns investigated. The other key third party service
providers have not experienced significant operational difficulties
affecting their respective services to the Company.
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All control procedures are working
effectively.
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What is the risk?
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How
is it managed?
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Current assessment of risk
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Cyber security risk: A cyber
attack on Baillie Gifford's network or that of a third party
service provider could impact the confidentiality, integrity or
availability of data and systems.
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To mitigate this risk, the Audit
Committee reviews Reports on Internal Controls published by Baillie
Gifford and other third party service providers. Baillie Gifford's
Business Risk Department report to the Audit Committee on the
effectiveness of information security controls in place at Baillie
Gifford and its business continuity framework. Cyber security due
diligence is performed by Baillie Gifford on third party service
providers which includes a review of crisis management and business
continuity frameworks.
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All control procedures are working
effectively.
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What is the risk?
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How
is it managed?
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Current assessment of risk
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Leverage risk: The Company may
borrow money for investment purposes. If the investments fall in
value, any borrowings will magnify the impact of this loss. If
borrowing facilities are not renewed, the Company may have to sell
investments to repay borrowings. The Company can also make use of
derivative contracts.
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To mitigate this risk, all
borrowings require the prior approval of the Board and leverage
levels are discussed by the Board and Managers at every meeting.
Covenant levels are monitored regularly. The majority of the
Company's investments are in quoted securities that are readily
realisable. Further information
on leverage can be found on page 124
and the Glossary of terms and Alternative Performance Measures on
pages 129 to 132 of the Annual Report and Financial
Statements.
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The ¥5,000 million and ¥2,100
million fixed
rate facilities mature on 8 November
2024 and
18 December 2024. The Company's
revolving credit facilities can be repaid with no penalties, should
the decision be taken to reduce gearing. Gearing has increased
during
the year due to the draw down of the
¥2,000 million revolving credit facility on 3 March
2023.
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What is the risk?
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How
is it managed?
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Current assessment of risk
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Political and associated economic risk:
The Board is of the view that political change in
areas in which the Company invests or may invest may have financial
consequences for the Company.
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Political developments are closely
monitored and considered by the Board. The Board has particular
regard to macroeconomic and geopolitical tensions, and monitors
portfolio diversification by revenue stream where appropriate to
mitigate against the negative impact of military action or trade
barriers.
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This risk is increasing as
governments and
consumers around the world continue
to assess the impact of geopolitical and macroeconomic
tensions.
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Emerging risks: As explained on
pages 75 and 76 of the Annual Report and Financial Statements, the
Board has regular discussions on principal risks and uncertainties,
including any risks which are not an immediate threat but could
arise in the longer term. The Board considers that the key emerging
risks arise from the interconnectedness of global economies and the
related exposure of the investment portfolio to external and
emerging threats such as the societal and financial implications of
escalating geopolitical tensions, cyber security risks including
developing AI and quantum computing capabilities, and new
coronavirus variants or similar public health threats. This is
mitigated by the Managers' close links to the investee companies
and their ability to ask questions on contingency plans. The
Managers believe the impact of such events may be to slow growth
rather than to invalidate the investment rationale over the long
term.
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