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: Pursuing 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
absolute and relative 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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The risk is increasing as the
markets 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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Financial Risk: The Company's
assets are listed and unlisted securities and its principal and
emerging financial risks 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 17 to the Financial Statements on pages 110 to
116.
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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 and interest rates and geopolitical concerns.
In order to oversee this risk the Board
considers at each meeting various metrics
including the composition and diversification of the portfolio by
geographies, sectors and capitalisation, along with the sales and
purchases of investments. Individual investments are discussed with
the portfolio manager together with general views on the various
investment markets and sectors. A strategy meeting is held
annually.
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This risk is
seen as increasing due to increased market 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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Smaller Company Risk: The
Company has investments in smaller, immature 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,
immature 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
merits and characteristics of individual investments with the
Managers. A spread of risk is achieved by holding stocks classified
across at least fifteen industries and six countries.
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Due to increased market volatility
resulting from macroeconomic factors, share prices may be subject
to greater volatility. Smaller companies have been more
significantly affected by macro economic factors and market
sentiment.
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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 Investments Risk:
The Company's risk is increased by its investment
in private company securities. These investments may be more
difficult to buy or sell, assessment of their value is more
subjective than for investments listed on a recognised stock
exchange and their valuations may be perceived to be more volatile
or out of date.
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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 unlisted investments. Valuations of
private companies are carried out on a frequent basis by the
manager and updated regularly for identified changes in operational
developments or recent transactions in shares. The Board reviews
the valuations in detail which are carried out by a third party
valuation specialist, subject to the Managers' private company
valuation specialist input and is also subject to external audit
scrutiny annually.
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Private company investment valuation
risk increases in volatile markets and the more difficult
fundraising environment and IPO conditions increase overall
investment risk conditions for private companies.
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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.
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The Board monitors the level of
discount/premium at which the shares trade and the Company has
authority to buy back its existing shares or issue shares
(including authority to sell shares held in treasury), 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. The Company has been buying back shares for treasury
throughout the financial year 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 practical
consequences for the Company.
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Political developments are closely
monitored and considered by the Board. It monitors portfolio
diversification by investee companies' primary location and
considers the potential for negative impacts arising from military
action, trade barriers or other political factors.
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This risk is increasing as
governments and consumers around the world
continue to assess the impact of heightened geopolitical tensions
and conflicts as well as volatile macroeconomic
conditions.
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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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Climate 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 of 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 Investment
Manager's ESG stewardship and engagement
policies application, which is integrated into the
investment process which includes the risk inherent in climate
change (see page 57 of the Annual Report and Financial Statements)
and discussed regularly by the Board and with the Managers. Further
details of the Managers' approach are set out on pages 36 and 37 of
the Annual Report and Financial Statements and are also on the
Managers' website bailliegifford.com/esg. The Directors
have considered the impact of climate change on the Financial
Statements of the Company and this is included in note 1a to the
Financial Statements on page 98 of the Annual Report and Financial
Statements.
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The Investment 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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Regulatory Risk: Failure to
comply with applicable legal and regulatory requirements such as
the tax rules for investment 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. Changes to the
regulatory environment could negatively impact the
Company.
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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 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 and
Management Engagement 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 unlisted portfolio
holdings to confirmations from investee companies. In addition, the
existence of assets is subject to annual external audit and the
custodian's assured internal controls reports are reviewed by
Baillie Gifford's business risk department and a summary of the key
points is reported to the Audit and Management Engagement 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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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 or major disaster. The Audit and Management
Engagement Committee reviews Baillie Gifford's Report on Internal
Controls and the 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 and Management Engagement
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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Leverage Risk: The Company may
borrow money for investment purposes (sometimes known as 'gearing'
or 'leverage'). If the investments fall in value, any borrowings
will magnify the extent of this loss. If borrowing facilities are
not renewed, the Company may have to sell investments to repay
borrowings.
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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. Details of the Company's
current borrowing facilities and drawings can be found in note 10
on page 107 of the Annual Report and Financial Statements. The
majority of the Company's investments are in quoted securities that
are readily realizable. Further information on leverage can be
found on page 116 of the Annual Report and Financial Statements and
in the Glossary of terms and Alternative Performance Measures on
pages 130 to 132 of the Annual Report and Financial
Statements.
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No significant change in risk level.
The Company continues to deploy gearing and has two revolving
credit facility loans in place which expire in 2024 and
2026.
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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 and Management Engagement Committee review reports on Internal Controls published by Baillie Gifford and
other third party service providers. Baillie Gifford's Business Risk Department reports to the Audit
and Management Engagement 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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This risk is seen as Increasing due
to recent indications that the continuation of geopolitical
tensions could lead to cyber attacks.
Emerging technologies, including AI, could potentially increase
information security risks. In addition, service providers operate
a hybrid approach of remote and office working, thereby increasing
the potential of a cyber security threat.
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Emerging risks
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As explained on page 74 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.
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