Annual report and accounts
for the year ended 31 August 2023
Schroder Oriental
Income Fund Limited
Introduction
Strategic report
Financial
Other information
Page 4 Page 46
Page 72
Governance
Page 30
Performance summary
Net Asset Value (“NAV”)
per share total return*
-3.5%
(2022: +2.5%)
Share price total return*
-3.1%
(2022: +1.2%)
Dividends per share
11.80p
(2022: 11.40p)
Ongoing charges ratio*
0.88%
(2022: 0.86%)
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Oriental Income Fund Limited
Schroder Oriental Income Fund Limited
Schroder Oriental Income Fund Limited 1
Strategic report
Governance Financial
Introduction
Other information (unaudited)Strategic report Governance Financial Other information (unaudited)Introduction
Share price discount
to NAV per share*
4.5%
(2022: 4.8%)
Revenue earnings
per share
11.81p
(2022: 12.94 pence)
Gearing*
4.4%
(2022: 4.0%)
Share price
244.50p
(2022: 264.00p)
Net revenues after taxation
£30.4m
(2022: £34.1m)
Strategic Report
Chairman’s Statement 4
Investment Manager’s Review 6
Investment Portfolio 12
Ten Year Financial Record 13
Business Review 14
Governance
Board of Directors 30
Directors’ Report 32
Audit and Risk Committee Report 35
Management Engagement
Committee Report 38
Nomination and Remuneration
Committee Report 39
Directors’ Remuneration Report 41
Statement of Directors
Responsibilities 44
Financial
Independent Auditors Report 46
Statement of Comprehensive
Income 52
Statement of Changes in Equity 53
Balance Sheet 54
Cash Flow Statement 55
Notes to the Accounts 56
Other information
(unaudited)
Annual General Meeting –
Recommendations 72
Notice of Annual General Meeting 73
Explanatory Notes to the Notice
of Meeting 74
Denitions of Terms and
Performance Measures 75
Shareholder Information 77
Information about the Company IBC
Some of the financial measures above are classified as Alternative Performance Measures, as defined by the European Securities and Markets Authority
and are indicated with an asterisk (*). Definitions of these performance measures, and other terms used in this report, are given on pages 75 and 76,
together with supporting calculations where appropriate.
2
Strategic report
Strategic report
Chairman’s statement
4
Investment Manager’s Review
6
Investment Portfolio
12
Ten Year Financial Record
13
Business Review
14
3
Chairmans statement
Schroder Oriental Income Fund Limited4
Dear Shareholder, I ended my last Chairman’s
Statement in the spring on a note of cautious
optimism that the outlook for Asian equities
was starting to brighten. Sadly, in the last
six months anyway, the sun has not shone
and the second half of our financial year
saw modest declines in total returns. That
brought the Net Asset Value (“NAV”) total
return for the full financial year to -3.5%,
with a similar return from the share price.
The bright spot is that this is, once again, a
notable outperformance of the reference
index, the MSCI AC Pacific ex Japan in
sterling terms, which fell by 8.1% during
the same period. It is also worth noting
that the strength of sterling was a material
contributory factor to the fall. After many
years of decline, sterling strengthened
significantly over the year and this erodes
our total return once the local currency is
translated back into sterling. Indeed, our
underlying return in local currency terms was
positive. We have cautioned in the past about
the potential impact of sterling movements,
which have often been favourable to our total
returns. We do not seek to hedge or mitigate
the influence of the sterling exchange rate;
we see our job as investing in good quality
Asian companies, not trading exchange rates.
Since the summer, sterling has begun to
weaken once again.
Before moving from performance, I need
to commend our Investment Manager for
achieving such consistent and considerable
outperformance over recent years. The
reasons for this year’s outperformance are
explained in the Investment Manager's
Review on page 6. It is clear to me that
Schroders apply considerable knowledge,
experience and skill, as well as keeping a
cool head. This is very valuable. The Board
has recently had the benefit of seeing the
substantial resources and expertise of
Schroders in Asia when, for the first time
since before the pandemic, we accompanied
the Managers this summer to visit Schroders’
offices and some of our investee companies
in Hong Kong and Taiwan.
I hardly need to remind anyone of the
various global macroeconomic and political
headwinds which have troubled financial
markets over the last year. Asia is not
immune to any of these effects, especially
with China now showing signs of economic
strain. However, with the exception of
some geopolitics and private sector debt
issues in China, Asia is not at the epicentre
of the pressures. The region is relatively
well placed in terms of inflation, economic
strength, interest rates, indebtedness and
competitiveness. That Asia is vibrant and an
economic powerhouse is something of a
hackneyed phrase but the truth of this was
brought home to the Board on our visit. It is
too easy to slip into viewing Asia through a
European lens.
Another interesting observation of our visit
was the extent of meaningful implementation
around sustainability amongst many of
our portfolio companies. It was genuinely
impressive. Perhaps it was, again, my
European perspective but my impression
prior to the visit was that Asia was, generally,
lagging Europe and the US in this regard.
This is far from the truth, at least as far as our
portfolio companies are concerned.
In the same vein, shifting political sands in the
US, enhanced regulatory scrutiny in Europe
and a tougher economic environment has
seen less enthusiasm from global investors
for “pure play” Environmental, Social and
Governance (“ESG”) investing. However, as
an integrated input to investment decision
making, ESG factors remain valuable.
Schroders has long had many aspects of
ESG at the heart of their process, indeed
before anyone thought of combining three
I need to commend
our Investment
Manager for achieving
such consistent
and considerable
outperformance over
recent years
Schroder Oriental Income Fund Limited 5
Strategic report
Governance Financial
Introduction
Other information (unaudited)
disparate words into one concept and
giving it an acronym. Today, their approach
remains as valid as ever. The Company seeks
to buy businesses that have an attractive
income proposition as well as offering the
opportunity for capital growth. Schroders’
approach naturally guides us to invest in
businesses that are truly sustainable in the
broadest sense of the word, rather than
ones that merely espouse targets for the
future. Picking these quality companies is
at the heart of what the team at Schroders
seeks to do and is evidenced in our current
portfolio. This integrated approach to ESG
is also, I believe, a meaningful contributor
to our strong long-term performance. More
information around Schroders’ approach to
ESG can be found on pages 17 to 21.
Some of you will have seen our
announcement on 3 August 2023 of the
forthcoming retirement from the Board of
Kate Cornish-Bowden. Schroders are being
appointed as investment manager of the
International Biotechnology Trust (“IBT”) and
her role as chair of IBT means that she has
felt that she should resign from our board to
ensure that perceptions of her independence
are not compromised. We respect this but will
really miss Kate, her experience, knowledge
and good humour. I can also assure
Shareholders of this company and of IBT
that no one should doubt her independence
of mind. The Board has commenced a
succession process and we will make an
announcement in due course.
In line with the broader investment trust
industry, the Company’s shares continue
to trade at a discount to NAV. The Board
believes that the discount is unwarranted
given the Company’s performance and
the liquidity of our underlying portfolio.
Perhaps, though, at a time of sharply
widening discounts across the investment
trust universe, we may have to be patient
before we see ours eliminated once again.
During the course of the year, a total of
8,010,000 shares were repurchased at an
average discount of 5.2% to NAV, with further
purchases of 2,220,000 shares since the
financial year end. Please be assured that we
remain committed to repurchasing shares at
a discount when there is a notable imbalance
in the market and it is in Shareholders’ best
interests.
I have already touched on the impact of
sterling on our total return for the period. It
has the same impact on our dividend receipts
which in sterling terms have fallen a little this
year, though were higher in local currency
terms. We have continued to grow our own
dividend to Shareholders progressively for
17 years and the current dividend yield on
our share price is approximately 5%. As the
global economy begins to slow, we may
consequently see some slowdown in dividend
growth from our portfolio companies.
However, it is important to remember
that payout ratios in Asia are modest so
our companies are not under financial
pressure. Our Manager is not forecasting
notable falls in receipts. The Company also
has considerable revenue reserves. Any
slowing in our dividend receipts is likely to
be transitory and we are comfortable, as and
when we need to, to dip into our reserves
for a short time to maintain or grow our
own dividend to Shareholders. For this last
financial year we have increased the dividend
by 3.5% to 11.80 pence per share.
Finally, I wanted to touch on the merits of
an income orientation to investment in Asia.
Many managers seek to find the next big
growth winner in the pursuit of returns. Some
will succeed, for some of the time. I believe
that an income orientation brings natural
benefits, that this has contributed to the
Company’s strong long-term performance
and that attractive income from growing
companies need not come at the cost of
reduced total return. The income universe
available to our Managers provides fertile
territory for their true strength stock
selection – and it is a universe that is less
volatile than many of the low yielding, cyclical
and growth areas of the market. The strong
dividend income available in Asia, its low
payout ratios and the current undemanding
valuations across the region suggest to me
that the attractive long-term performance
achieved for Shareholders to date is
sustainable in the future. Once again, I look
forward with modest optimism. The vagaries
of financial markets may prove me wrong
for another six months, perhaps longer. But,
eventually, the fundamentals of the region, its
companies and their strong dividend growth
will once again attract international capital.
The Company is well placed to benefit from
that trend when it arrives.
Our investment managers, Richard Sennitt
and Abbas Barkhordar will be giving
presentations at an investor webinar on
Wednesday 29 November 2023 at 2.00 pm
(which can be signed up to via the following
link: https://www.schroders.events/SOI23).
The Company’s Annual General Meeting
(“AGM”) will be held at 2pm on Monday 4
December at 1 London Wall Place, London,
EC2Y 5AU.
The Company’s Investment Managers and
the Board will attend to make a presentation
and answer questions from Shareholders.
I encourage all of you to join us, and hope
to meet you then. I also look forward to
reporting to you again in the interim financial
statements next spring.
Paul Meader
Chairman
8 November 2023
Picking these quality
companies is at the
heart of what the
team at Schroders
seeks to do and is
evidenced in our
current portfolio. This
integrated approach to
ESG is also, I believe, a
meaningful contributor
to our strong longterm
performance.
Investment Manager's Review
Schroder Oriental Income Fund Limited6
The net asset value per share of the Company recorded a total return of -3.5% over the 12 months to end August 2023. Four interim dividends
have been declared totalling 11.80p (11.40p last year).
Performance of the MSCI AC Pacific ex Japan net dividends reinvested Index in GBP and USD
– 31 August 2022 to 31August 2023
80
85
90
95
10
0
10
5
11
0
11
5
Aug 22
Sep 22
Oct 22
Nov 22
Dec 22
Jan 23
Feb 23
Mar 23
Apr 23
May 23
Jun 23
Jul 23
Aug 23
MSCI AC Pacific ex Japan Net USD MSCI AC Pacific ex Japan Net GBP
Source:
Thompson Datastream as at 31 August 2023
Reba
sed to 100
Asian markets experienced huge swings in sentiment over the
12 months to end August, largely driven by gyrations in expectations
for the Chinese domestic economy, the impact of geopolitics,
including over Ukraine, Taiwan and US-China relations, and the
outlook for the global economy, with the path of US interest rates of
particular importance. Despite this litany of concerns, the region’s
markets rose by around 1.9% in local terms, albeit the strength of
sterling meant they finished down some 8.1% over the period in
sterling terms.
However, across the region there were large differences in returns.
China and Hong Kong were very volatile but ended down the most
over the period. We saw large falls in both markets during the fourth
quarter of last year in the run up to, and post, the Communist Party
Congress before seeing a dramatic recovery driven by the Chinese
authorities’ move away from ‘Zero COVID’. However, optimism faded
when economic data, whilst generally showing an improvement,
disappointed expectations. High-end spending and services
consumption did much better when compared to the wider economy,
but even that was lacklustre. Residential property numbers continued
to disappoint and renewed concerns over the state of the Local
Government Financing Vehicles’ (“LGFVs”) finances, and some of the
private residential developers’ liquidity positions, weighed on the
market. During July, the Chinese market recovered on expectations
of a sizeable stimulus, but measures announced thus far have been
modest.
US-China relations continued to be a driver of sentiment over the
period but, on balance, did see some stabilisation during the year.
Positives included the G-20 meeting in Bali, where presidents Xi and
Biden met face-to-face, and progress from the US PCAOB (Public
Company Accounting Oversight Board) inspection of Chinese
accounts. Although “balloon gate”, together with more restrictions on
the export of high-end technologies to China, did sour relations, there
has more recently been increased dialogue between the two, with
meetings between US and Chinese officials at a number of levels.
Furthermore, domestically in China, there was a shift in tone around
regulation towards the internet companies, together with further
announcements of government support for the private sector,
leading to hopes that the worst of the regulatory tightening had been
seen.
The best performing markets over the period were Korea and Taiwan.
These are markets that have high weightings in the information
technology (“IT”) sector, which was the best performing sector
over the period. Post-COVID, the IT sector had seen a slowdown as
demand for goods faded as people switched to consuming more
services. This slowdown had led to an increase in inventories and
acted as an overhang for the sector. However, this then elicited a
supply-side response by these companies to the lower demand,
seeing them cut both production and capital expenditure which
has seen the inventory imbalance start to correct, lifting stock
prices. More recently, some of these have benefitted from the hope
that artificial intelligence (“AI”) would drive a surge in demand for
increased computing power.
Despite the deteriorating outlook for global growth, inflation
pressures remained elevated for much of the year and financial
conditions generally tightened. Of the major markets, Australia and
Singapore proved defensive, with resource companies in Australia
and financials in Singapore performing relatively well. From a
sector perspective, materials were supported by higher-for-longer
commodity prices, with higher interest rates supportive of financials.
Defensive sectors generally underperformed over the period.
Schroder Oriental Income Fund Limited 7
Strategic report
Governance Financial
Introduction
Other information (unaudited)
Country returns of the MSCI AC Pacific ex Japan Net Dividends Reinvested Index in GBP and
local currency – 31August 2022 to 31 August 2023
MSCI AC Pacific ex Japan net returns by country 31 August 2022 to 31 August 2023
Source: Schroders, Factset
-20% -15% -10% -5% 0% 5% 10% 15%
Korea
Taiwan
Singapore
Australia
Indonesia
New Zealand
Thailand
MS
CI AC Pacific ex JP
Malaysia
Philippines
China
Hong Kong
Returns in GBP Returns in local currency
1 Cyclical stocks: a stock whose price is affected by macroeconomic or systematic changes in the overall economy, such as consumer goods.
Turning to dividends - last financial year, there was a broad-based
pick up in dividends, but this year has been more mixed, with
dividends in some areas such as the Australian resource names
(and other more cyclical
1
areas) coming down as falls in underlying
commodity prices saw profits retreat from high levels. Financials, on
the other hand, saw the banks benefit as interest rates rose, helping
both margins and earnings and enabling higher dividends. However,
from a Company perspective, the main headwind for dividends came
from the appreciation of sterling during the course of the year which
made gains against most of the region’s currencies, thus impacting
the translation from local currencies back into sterling.
Positioning and Performance
Although the Company’s NAV fell over the period, with a NAV total
return of -3.5%, this compared favourably to the fall in the reference
benchmark of -8.1%. Relative performance over the period was
helped by the underweight to, and strong stock selection in, China.
Stocks in the insurance sector there, such as our holdings in China
Pacific Insurance and Ping An, were perceived to be beneficiaries of
the move away from ‘Zero COVID, as it would enable sales agents
to conduct more face-to-face meetings which had been constrained
during COVID. Also, although the private sector residential property
developers had been hit hard by the weak property market, our
holding in China Resources Land substantially outperformed, with its
investment properties providing a recurring income stream which,
together with its relatively robust balance sheet, proved defensive.
An absence of the e-commerce names, who pay little or no dividends,
was also a positive, as was not holding any of the healthcare names,
given a large number derated meaningfully over the year.
Our stock picks in Taiwan added value, led by the IT names. These
included semiconductor packaging company ASE, fabless design
house Novatek, and power electronics company Delta Electronics,
whose products have benefitted from the positive trends in AI and
EVs. There was also a positive contribution from stocks in Australia,
driven by the diversified resource names. The biggest drag on
performance came from the overweight to, and stock selection in
Hong Kong, albeit its negative impact was much smaller than the
positive one derived from our positioning in China. The two biggest
detractors in Hong Kong were our positions in Bank of China (Hong
Kong) and telecom company HK Telecom.
From a sector perspective, stock picks in the financials sector did well,
including banks in Singapore (Oversea-Chinese Banking Corporation
and United Overseas Bank (“UOB”)), Bank Mandiri in Indonesia and
our holding in out-of-benchmark SMFG in Japan. Our underweights
to consumer discretionary and some of the more defensive sectors,
such as healthcare, utilities and staples, all added value. Our
overweight to IT names also contributed positively, as described
earlier. Our overweight to real estate was a negative although
this was almost entirely offset by strong selection including from our
holdings in Singapore, Australia and China. Our overweight to Hong
Kong real estate was a drag, where our exposure is predominantly to
landlords operating in mainland China as well as Hong Kong. Given
their exposure to retail spend via their malls, disappointment in the
consumer recovery weighed on share prices.
The geographic exposure in the Company's portfolio continues
to be mainly spread between Taiwan, Australia, Singapore, Hong
Kong, Korea and China. Over the period, we did add to positions in
China and Hong Kong, including insurance (China Pacific Insurance
Company) and other financial names (Hong Kong Exchange) which
we believe would benefit from the ending of Chinese ‘Zero COVID
policy, but which were not excessively valued in our view. China
remains a substantial underweight but is, in part, offset by the
overweight to Hong Kong. We believe the Hong Kong market, in
general, looks more attractive from a valuation perspective, with
several names set to benefit from the re-opening of the border
with the mainland. Elsewhere, we reduced Singapore, reducing our
exposure to some of the REIT names there which had performed well
and will see costs rise along with interest rates, as well as cutting our
position in UOB, a bank that had outperformed. However, we remain
overweight the market. We also took some money out of some of the
better performing Taiwanese IT names, as well as selling out of Far
EasTone, a telecom company that had performed strongly.
Investment Manager's Review
continued
Schroder Oriental Income Fund Limited8
Hong Kong likely to benefit from China opening up post Covid
Recovery will support growth
Hong Kong visitor number of arrivals
updated October 2023.
recommendation to buy or sell.
0
Mar 13 Mar 14 Mar 15 Mar 16 Mar 17 Mar 18 Mar 19 Mar 20 Mar 21 Mar 22 Mar 23
Hong Kong visitor arrivals
We continued in aggregate to add to financials, where we are
overweight, with valuations still looking relatively attractive given
higher interest rates and subdued credit costs. Here, we added to
Chinese names, as described earlier in this report. We also reduced
the overweight to real estate, trimming names that had performed
strongly across the region, and in IT as described above. Although
near term earnings have been seeing downward revisions, we
continue to see some strong long-term drivers for growth around
digitisation, AI adoption, and the roll-out of 5G and ‘Internet of
Things’. In IT, our focus remains on the Taiwanese and Korean
companies.
The other area where we have reduced exposure is in the materials
sector. Here, sales have been focussed in the Australian names earlier
in the period after the sector had performed strongly, in part helped
by the surge in commodity prices.
Investment Outlook
The euphoria seen in markets at the beginning of 2023 over China’s
move away from its ‘Zero COVID policy feels like a distant memory, as
China’s long awaited post-COVID recovery has proved weaker than
expected. Economic data out of China, and a lack of forceful policy
response, has been disappointing, reigniting concerns over local
government debts and the wider residential property sector. This has
overshadowed more positive global developments stemming from
more favourable US inflation data, its knock-on to the US interest
rate cycle, and potential for a soft landing in the US. There are some
signs that the inventory cycle has started to bottom, potentially
pointing to a more favourable demand outlook. Rising demand for
Asian manufactured product has historically led to a resurgence in
Asian markets. However, as already highlighted, geopolitics remains
an overhang to the region with areas of tension including US-China,
Taiwan, Ukraine and the Middle East. The electoral cycle is a likely
point of focus with both the US and Taiwan having elections next
year. Overall earnings have continued to be revised down following
a reset to China and global growth expectations, leaving aggregate
valuations broadly in line with their longer-term averages. However,
this masks a large variation across individual markets where
Singapore and Hong Kong, amongst others, look relatively cheap
versus history.
Schroder Oriental Income Fund Limited 9
Strategic report
Governance Financial
Introduction
Other information (unaudited)
China — problem is poor confidence holding back consumer spend
High savings rates are able to fund consumption if confidence returns
China consumer confidence
1
Chinese consumer in a different position to US one
2
Source: Refinitiv Datastream, as at 30 September
2023. Refinitiv, CEIC, Schroders Economics Group. 17 February 2023. The regions and countries shown are for illustrative purposes only and should not be
viewed as a recommendation to buy or sell.
0
5
10
15
20
25
30
35
40
20132014 2015 2016 2017 2018 2019 20202021 2022
Household saving rate (%)
China US
85
90
95
100
105
110
115
120
125
130
Dec 16 Dec 17Dec 18 Dec 19 Dec 20 Dec 21 Dec 22
China consumer confidence
Index
Although we did not have an optimistic view on the growth outlook
for China, it has still managed to disappoint. This has brought
renewed focus back on to the residential property sector, where
private sector developers have seen a liquidity squeeze, as sales
have continued to disappoint impacting cashflow for the whole
sector. The recent negative headlines around Chinese property
developers such as Country Garden could cause further deterioration
in homebuyers’ sentiment and financing capabilities for other private
sector developers, indirectly raising the risk of more defaults in the
industry going forward. We expect policy easing, both on the demand
and supply sides, to intensify to avoid more defaults and any wider
impact on the financial sector. Our long-term concerns around the
structural headwinds for the residential sector remain - property is
likely to be less of a driver for the economy than in the past, given
the already high levels of residential investment combined with an
ageing demographic. Near term, we believe it is a lack of consumer
confidence that is the problem rather than an inability to spend
due to high borrowings. In fact, household balance sheets have
only strengthened over the last two years, due to high levels of
precautionary savings, and it is measures to address this, such as
progress on reforms, rather than a massive fiscal stimulus which is
needed to give the consumer greater confidence to spend more.
Nevertheless, in our view it is likely we will see further government
stimulus, on top of the piecemeal measures we have seen so far.
More positively, the regulatory backdrop doesn’t appear to be
getting worse and there are even tentative signs of re-engagement
between the US and China. Despite this, we remain very underweight
combined Hong Kong and China, albeit we have been selectively
looking to add to holdings in both markets where valuations have
come back. We are more positive on Hong Kong, where valuations
are lower and the SAR should see a recovery as the border with the
mainland has reopened. Although visitor numbers to Hong Kong and
Macau have picked-up materially, one needs to remain cognisant of
the potential for tighter capital controls by the Chinese government
should external balances become too wide.
Sector-wise, IT stocks, where we have been overweight, are still
trading at relatively attractive levels from a valuation perspective, in
our view. While the visibility of demand remains low, the supply side
adjustment is starting to take place as announcements on production
and capital expenditure cuts have started to be seen and inventories
appear to be peaking. Otherwise, we remain overweight to financials
– a diverse sector spanning not only banks, but also insurers and
exchange companies. Although we saw concern over banks earlier in
the year following the Silicon Valley Bank and Credit Suisse collapses,
the banks we own are generally well-capitalised with strong deposit
franchises and fall into two camps: those that are benefitting from
increased credit penetration, such as in Indonesia, and the more
domestically-focussed retail names in more mature markets, such as
Singapore, that in general trade at attractive valuations and decent
dividend yields.
We remain overweight real estate with our broad thesis around our
holdings here remaining unchanged, focusing on landlords, rather
than developers, and those names with strong recurring income
growth and thus dividend appeal. We have, however, cut the size
of our overweight during the year and we have roughly half our
exposure coming from Hong Kong and China names, with the rest
from a few other countries including Singapore and Australia. We do
not own any of the Chinese private sector residential developers.
Underweights remain in those areas of the market generally
perceived as more defensive, including consumer staples, healthcare
and utilities, where valuations in our view still remain relatively full.
Near term, it is likely that we will see further downward revisions to
earnings as global growth slows, and an ongoing period of inventory
adjustment amongst companies to reflect this slower growth,
which will hopefully put them in a position to start to grow earnings
once more when demand recovers. Positively, we are starting to
see early indicators of a potential bottoming in the global goods
cycle with purchasing managers’ indices showing tentative signs of
improvement in inventories and new orders which historically, with
a lag, have been a good lead indicator of exports. The distortion in
the goods cycle from COVID was significant, with goods demand
collapsing, post its surge in 2020, as services recovered, meaning
that the goods cycle is much progressed when compared to that of
services. Given overall aggregate valuations for the region are now
trading at or below long-term averages, this does set up a more
constructive backdrop for Asian markets in the coming year, barring a
global hard landing or a more extreme geopolitical risk event.
Investment Manager's Review
continued
Schroder Oriental Income Fund Limited10
Goods cycle starting to bottom
China's nominal exports could return to y/y growth in early
2024
Source: Refinitiv, Schroders Economics Group. 6 October 2023
Source: Refinitiv, Schroders Economics Group. 6 October 2023
As we have discussed previously, it is our belief that Asia remains an
attractive source of equity income, potentially providing diversification
for some UK investors seeking income, as we saw through the initial
wave of COVID. The dividend yield for the region looks relatively
attractive at the moment versus a global benchmark. In the medium
to long term, dividends tend to follow earnings and earnings have
recovered materially from the COVID lows. However, earnings growth
this year is likely to face some ongoing pressures, as has been seen
in earnings revisions trends, which may impact dividends. Still, we
believe overall payout ratios in Asia do not look extended versus
some other markets and corporates in Asia remain relatively lowly
geared. The arguably more significant impact on dividends received
comes from the level of sterling, which was quite strong over the
period, and thus a headwind. At the time of writing, we had seen
some reversal in sterling's strength, partly due to an expectation
that UK rates could potentially be peaking. This would reduce these
pressures if the trend were to persist.
To conclude, it is worth remembering that as investors we buy
companies, not countries. We are mindful of the impact political
and macroeconomic factors can have on equities and returns, but
we are bottom-up stock-pickers first and foremost, focusing on the
company’s return prospects and valuation. We do not try to pick
companies which will do well based purely on a particular macro
environment which we have forecast; rather we try to pick well-
managed companies with attractive distribution profiles, which have
structural advantages.
MSCI AC Asia Pacific ex Japan versus MSCI World relative dividend yield
75%
85%
95%
105%
115%
125%
135%
145%
155%
165%
175%
Jan-00 Jan-03 Jan-06 Jan-09 Jan-12 Jan-15 Jan-18 Jan-21
MSCI APxJ/World 12m trailing DY (%)
+1 Standard Deviation
-1 Standard Deviation
Average
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Source: Factset, MSCI as at 30 September 2023. The regions and countries shown are for illustrative purposes only and should not be viewed as a recommendation
to buy or sell.
Schroder Oriental Income Fund Limited 11
Strategic report
Governance Financial
Introduction
Other information (unaudited)
Sectoral breakdown of portfolio (gearing*
at 4.4%)
Portfolio
Weight (%)
Information Technology 26.8
Banks 24.1
Real Estate 12.2
Communication Services 10.4
Other Financials 10.3
Materials 8.0
Consumer Discretionary 4.4
Industrials 3.0
Consumer Staples 3.0
Energy 2.2
Utilities -
Healthcare -
*Borrowings used for investment purposes, less cash, expressed as a
percentage of net assets.
Source: Schroders as at 31 August 2023
Regional breakdown of portfolio (gearing*
at 4.4%)
Portfolio
Weight (%)
Australia 19.5
Taiwan 19.2
Singapore 15.3
Korea 13.8
China 13.1
Hong Kong 12.0
Indonesia 4.2
Thailand 2.1
Japan 2.0
Philippines 1.2
New Zealand 0.6
Vietnam 1.3
Malaysia -
Source: Schroders as at 31 August 2023
Schroder Investment
Management Limited
8 November 2023
Past Performance is not a guide to future performance. The
value of investments and the income from them may go down
as well as up and investors may not get back the amounts
originally invested.
Schroder Oriental Income Fund Limited
Investment Portfolio At 31 August 2023
Schroder Oriental Income Fund Limited12
Investments are classified by the Manager in the region or country of their main business operations or listing. Stocks in bold are the 20 largest
investments, which by value account for 57.9% (2022: 59.5%) of total investments and derivative financial instruments.
£’000 %
Australia
BHP Billiton
1
18,837 2.8
Telstra 17,919 2.6
National Australia Bank 16,782 2.5
Rio Tinto
1
14,729 2.2
Westpac Banking 9,026 1.3
Mirvac 7,840 1.2
Suncorp 7,809 1.2
Australia & New Zealand Banking 7,697 1.1
ASX 7,178 0.9
Orica 6,231 0.9
Deterra Royalties 4,396 0.6
Woodside Energy 4,015 0.6
Coles Group 3,783 0.6
Total Australia 126,242 18.5
Taiwan
Taiwan Semiconductor Manufacturing 61,645 9.2
Hon Hai Precision Industry 12,583 1.9
ASE Technology 11,831 1.7
Delta Electronics 11,635 1.7
MediaTek 11,129 1.6
Uni-President Enterprises 6,852 1.0
CTBC Financial 5,317 0.8
Novatek Microelectronics 2,762 0.4
Total Taiwan 123,754 18.3
Singapore
Oversea-Chinese Banking 20,388 3.0
Singapore Telecom 18,755 2.8
DBS Group 12,886 1.9
Singapore Exchange 10,254 1.5
CapitaLand Integrated Commercial Trust
(REIT^) 8,700 1.3
Venture 7,686 1.1
Mapletree Logistics Trust (REIT^) 7,120 1.1
United Overseas Bank 6,765 1.0
Mapletree Industrial Trust (REIT^) 6,433 1.0
Total Singapore 98,987 14.7
South Korea
Samsung Electronics (including
preference shares) 54,740 8.1
Samsung Fire and Marine Insurance
(including preference shares) 11,445 1.7
SK Telecom 9,619 1.4
LG Chemical preference shares 7,667 1.1
KB Financial 6,357 0.9
Total South Korea 89,828 13.2
Mainland China
Midea Group warrants 08/07/2024
2
and A shares 19,944 3.0
Ping An Insurance H shares
3
11,028 1.6
China Petroleum & Chemical H shares
3
10,015 1.5
Shenzhou International
3
8,851 1.3
China Pacic Insurance
3
8,095 1.2
Sany Heavy Industry A shares 7,880 1.2
China Resources Land
3
7,573 1.1
China Construction Bank
3
6,062 0.9
China Merchants Bank
3
5,439 0.8
Total Mainland China 84,887 12.6
Hong Kong (SAR)
BOC Hong Kong 19,420 2.9
HKT Trust and HKT 13,092 1.9
HK Exchanges & Clearing 10,851 1.6
Kerry Properties 7,388 1.1
Link REIT^ 6,347 0.9
Swire Properties 5,821 0.9
Hang Lung Properties 4,741 0.7
Hang Lung Group 4,094 0.6
Fortune REIT^ 3,228 0.5
Swire Pacic B 3,170 0.5
Total Hong Kong (SAR) 78,152 11.6
Indonesia
Bank Mandiri 19,393 2.9
Telekomunikasi Indonesia 8,040 1.2
Total Indonesia 27,433 4.1
Thailand
Kasikornbank NVDR* 7,298 1.1
Land and Houses NVDR* 6,590 1.0
Total Thailand 13,888 2.1
Japan
Sumitomo Mitsui Financial Group 13,065 1.9
Total Japan 13,065 1.9
Vietnam
Vietnam Dairy Products 8,586 1.3
Total Vietnam 8,586 1.3
Philippines
International Container Terminal Services 7,910 1.2
Total Philippines 7,910 1.2
New Zealand
Fletcher Building 3,591 0.5
Total New Zealand 3,591 0.5
Total Investments
4
676,323 100.0
1 Listed in UK
2 Listed in Luxembourg
3 Listed in Hong Kong
4 Total investments comprises:
£’000 %
Equities and NVDR 600,695 88.7
Preference shares 55,684 8.2
Warrants 19,944 3.0
Total investments 676,323 100.0
*NVDR means non-voting depositary receipts
^REIT means real estate investment trust
Ten-Year Financial Record
Schroder Oriental Income Fund Limited 13
Strategic report
Governance Financial Other information (unaudited)
Introduction
At 31 August 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Shareholders' funds (£'000) 428,456 410,090 528,662 635,466 642,711 661,804 646,699 751,419 724,147 648,208
NAV per share (pence) 193.44 175.95 222.56 258.63 252.94 251.94 239.28 280.94 277.24 256.01
Share price (pence) 195.50 176.50 224.50 261.00 250.00 253.00 233.00 271.50 264.00 244.50
Share price (discount)/premium to
NAV per share (%) 1.1 0.3 0.9 0.9 (1.2) 0.4 (2.6) (3.4) (4.8) (4.5)
Gearing (%)
1
5.1 5.5 0.4 2.0 4.5 5.3 4.0 2.7 4.0 4.4
For the year ended 31 August 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Net revenue after taxation (£'000) 17,802 19,660 21,296 23,939 26,421 27,376 26,537 27,682 34,105 30,399
Revenue earnings per share (pence) 8.12 8.73 9.03 9.94 10.52 10.60 9.86 10.36 12.94 11.81
Dividends per share (pence) 7.65 8.00 8.50 9.20 9.70 10.10 10.30 10.50 11.40 11.80
Ongoing Charges (%)
2
0.88 0.87 0.89 0.85 0.83 0.86 0.87 0.85 0.86 0.88
Performance
3
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
NAV total return 100.0 127.8 120.9 159.7 192.5 195.5 202.8 200.9 245.0 250.6 241.8
Share price total return 100.0 130.1 122.2 162.3 195.8 194.6 205.0 197.0 238.7 241.6 234.1
1 Borrowings used for investment purposes, less cash, expressed as a percentage of net assets.
2 Ongoing Charges represents the management fee and all other operating expenses excluding finance costs, transaction costs and any performance fee
payable, expressed as a percentage of the average daily net asset values during the year.
3 Source: Morningstar. Rebased to 100 at 31 August 2013.
NAV and share price total returns, and dividends per share over ten years to 31August 2023
0
2
4
6
8
10
12
14
Dividends per share (pence)
Total return (rebased to 100)
Pence
NAV total return
0
50
100
150
200
250
300
31-Aug-202331-Aug-202231-Aug-202131-Aug-202031-Aug-201931-Aug-201831-Aug-201731-Aug-201631-Aug-201531-Aug-201431-Aug-2013
Share price total return
*Source: Morningstar. Rebased to 100 at 31 August 2013.
Business Review
Schroder Oriental Income Fund Limited14
Business model
Investor
value
Strategy
Board
Appoint Manager and
other service providers
to achieve objectives
Responsible for
overall strategy and
oversight including
risk management
Activities centred
on the creation of
shareholder value
Set objectives, strategy and key
performance indicators (“KPIs”)
Oversight
Oversee portfolio
management
Monitor achievement
of KPIs
Oversee the use of gearing
Oversee discount/premium
management and the
provision of liquidity
through share issuance
and repurchase
Investment
Manager implements
the investment strategy
by following an
investment process
Supported by strong
research and
risk environment
Regular reporting and
interaction with the Board
Promotion
Marketing and sales
capability of the Manager
Support from the corporate
broker with secondary
market intervention to
support discount/
premium management
Competitiveness
Board is focused on ensuring:
– that the vehicle remains
attractive to investors
– that the fees and ongoing
charges remain competitive
The Company is a listed investment trust that has outsourced its
operations to third party service providers.
The Board has appointed the Manager, Schroder Unit Trusts Limited,
to implement the investment strategy and to manage the Company’s
assets in line with the appropriate restrictions placed on it by the
Board, including limits on the type and relative size of holdings
which may be held in the portfolio and on the use of gearing, cash,
derivatives and other financial instruments as appropriate.
The terms of the appointment are described more completely in the
Directors’ Report including delegation to the portfolio manager and
their team. The Manager also promotes the Company using its sales
and marketing teams. The Board and Manager work together to
deliver the Company’s investment objective, as demonstrated in the
diagram above.
Investment objective
The investment objective of the Company is to provide a total return
for investors primarily through investments in equities and equity-
related investments, of companies which are based in, or which
derive a significant proportion of their revenues from, the Asia Pacific
region and which offer attractive yields.
Investment policy
The investment policy of the Company is to invest in a diversified
portfolio of investments, primarily equities and equity-related
investments, of companies which are based in, or derive a significant
proportion of their revenues from, the Asia Pacific region. The
portfolio is diversified across a number of industries and a number of
countries in that region. The portfolio may include government, quasi-
government, corporate and high yield bonds and preferred shares.
Equity-related investments which the Company may hold include
investments in other collective investment undertakings (including
real estate investment trusts and related stapled securities),
warrants, depository receipts, participation certificates, guaranteed
performance bonds, convertible bonds, other debt securities, equity-
linked notes and similar instruments (whether or not investment
grade) which give the Company access to the performance of
underlying equity securities, particularly where the Company may
be restricted from directly investing in such underlying equity
securities or where the Investment Manager considers that there
are benefits to the Company in holding such investments instead
of directly holding the relevant underlying equity securities. Such
investments may be listed or traded outside the Asia Pacific region.
Such investments may subject the Company to credit risk against
the issuing entity. The Company may also participate, subject
to regulatory and tax implications, in debt-to-equity conversion
programmes.
The Investment Manager may consider writing calls over some of the
Company’s holdings, as a low risk way of enhancing the returns from
the portfolio. The Board has set a limit such that covered calls cannot
be written over portfolio holdings representing in excess of 15%, of
gross assets. However, the Company may only invest in derivatives
for the purposes of efficient portfolio management. Investors
should note that the types of equity-related investments listed in
this paragraph are not exhaustive of all of the types of securities
and financial instruments in which the Company may invest, and the
Company will retain the flexibility to make any investments unless
these are prohibited by the investment restrictions applicable to the
Company.
Although the Company has the flexibility to invest in bonds and
preferred shares as described above, the intention of the directors
is that the assets of the Company which are invested (that is to say,
which are not held in cash, money funds, debt securities, interest
bearing gilts or treasuries) will predominantly comprise Asia Pacific
equities and equity-related investments. The Company is required
to obtain the prior approval of the Ordinary Shareholders to any
material change to its published investment policy.
Status
The Company carries on business as a Guernsey incorporated,
Guernsey Financial Services Commission authorised, closed-ended
investment company. Its shares are listed and admitted to trading
on the premium segment of the main market of the London Stock
Exchange. The Company was added to the FTSE 250 index on
17 September 2019.
On 1 September 2020, following approval by the Company’s
Shareholders at a general meeting, the Company became tax
resident in the United Kingdom and since then it has been approved
by HM Revenue & Customs, by way of a one-off application, as an
investment trust in accordance with section 1158 of the Corporation
Tax Act 2010. It is intended that the Company will continue to conduct
its affairs in a manner which will enable it to retain this status. The
Company is not a “close” company for taxation purposes.
Schroder Oriental Income Fund Limited 15
Strategic report
Governance Financial
Introduction
Other information (unaudited)
It is not intended that the Company should have a limited life, and the
articles of incorporation do not contain any provisions for review of
the future of the Company at specified intervals.
Purpose, values and culture
The Company’s purpose is to create long-term shareholder value, in
line with the investment objective.
The Company’s culture is driven by its values: transparency,
engagement and rigour, with collegial behaviour and constructive,
robust challenge. The values are all centred on achieving returns for
Shareholders in line with the Company’s investment objective. The
Board also promotes the effective management or mitigation of the
risks faced by the Company and aims to structure the Company’s
operations with regard to all its stakeholders and take account of
the impact of the Company’s operations on the environment and
community.
Acting with high standards of integrity and transparency, the Board is
committed to encouraging a culture that is responsive to the views of
Shareholders and its wider stakeholders.
As the Company has no employees and acts through its service
providers, its culture is represented by the values and behaviour of
the Board and third parties to which it delegates. The Board aims to
fulfil the Company’s investment objective by encouraging a culture of
constructive challenge with the key suppliers and openness with all
stakeholders. The Board is responsible for embedding the Company’s
culture in the Company‘s operations. The Board recognises the
Company’s responsibilities with respect to corporate and social
responsibility and engages with its outsourced service providers
to safeguard the Company’s interests. As part of this ongoing
monitoring, the Board receives reporting from its service providers
with respect to their anti-bribery and corruption policies; Modern
Slavery Act 2015 statements; diversity policies; and greenhouse gas
and energy usage reporting.
Key performance indicators (“KPIs”)
The investment objective
The Board measures the development and success of the Company’s
business through achievement of the Company’s investment
objective, to provide a total return for investors primarily through
investments in equities in the Asia Pacific region, which is considered
to be the most significant key performance indicator for the
Company.
Commentary on performance against the investment objective can
be found in the Chairman’s Statement.
At each meeting, the Board considers a number of performance
indicators to assess the Company’s success in achieving its
investment objective. These are as follows: NAV total return; share
price total return; share price discount/premium to NAV per share
and ongoing charges. These are classed as Alternative Performance
Measures (“APMs”) and their calculations are explained in more detail
on pages 75 and 76.
The performance against these indicators is reported on page 13.
Net asset value and share price total return
At each meeting, the Board reviews the performance of the portfolio
in detail and discusses the views of the portfolio managers with them.
Share price discount/premium to net asset value per share
The Board reviews the level of discount/premium to net asset
value per share at every board meeting and is alert to the value
Shareholders place on maintaining as low a level of discount/
premium volatility as possible.
The Board actively used its buyback authorities during the year under
review and agreed to request renewal of the authorities to issue and
buyback shares as described on page 72.
Ongoing charges
The Board reviews the Company’s ongoing charges to ensure that the
total costs incurred by Shareholders in the running of the Company
remain competitive when measured against peer group funds.
An analysis of the Company’s costs, including management and
performance fees, directors’ fees and general expenses, is submitted
to each board meeting. Management and any performance fees
payable are reviewed at least annually.
Dividends payable
It is the Board’s policy that, except for unforeseen circumstances,
interim dividends on the Company’s ordinary shares will be declared
in respect of the quarters ended 30 November, 28 February, 31 May
and 31 August in January, April/May, July and October/November each
year.
Having already paid interim dividends amounting to 6.00 pence
per share, the Board has declared a fourth interim dividend of
5.80 pence per share for the year ended 31 August 2023, which
is payable on 1 December 2023 to shareholders on the register
on 17 November 2023. Thus, dividends for the year amount to
11.80 pence (2022: 11.40 pence) per share. This represents an
increase of 3.5% over the rate of dividends payable in respect of the
previous year.
Total dividends declared in respect of the year amount to
£30,059,448, which is 99% of the £30,398,792 revenue profit after
taxation available for distribution. Accordingly, the Company will be
able to add £339,344 to brought forward revenue reserves. However
in accordance with accounting standards, the fourth interim dividend
amounting to £14,685,195 will not be accounted for until it is has
been paid.
Risk factors
In addition to the performance indicators set out above, the Board
also monitors risk factors relating to investment performance on a
quarterly basis.
Business Review
continued
Schroder Oriental Income Fund Limited16
Investment process
The chart below details the Manager’s investment process.
Knowledge
Wide source of investment ideas
Insight
Non-consensus investment appraisal
Discipline
Portfolio construction
Conviction
Valuation driven
Opportunity set
Income rationale
Risk aware
60–80 stock best ideas
Fundamentals
Long term
Change
Management
Non-financial factors
Valuation
Global and Emerging Market
analysts (London)
Sell-side research
Quantitative screens
Schroders’ locally-based analysts
Portfolio construction
Stock selection is at the heart of the investment approach for the
Company. A key strength of the Manager is its network of analysts
in Asia whose focus is on identifying companies able to grow
shareholder value in the long term. Although the in-house analysts
are the primary source of stock ideas, the portfolio managers also
generate stock ideas through their own research and draw on a
number of other sources including other investment professionals
within Schroders, a proprietary quantitative screen and sell-side
analysts.
The investment approach is primarily bottom-up, driven by an
assessment of the financial and non-financial (including ESG) factors
which influence company returns. In addition, there is a top-down
regional allocation review process, carried out on a monthly basis,
combining the output of an in-house quantitative model and the
qualitative views of the Manager.
Stock research
The Manager believes that the best way to generate alpha over
the long term is to focus on fundamental bottom-up stock analysis.
In particular, the Manager’s analytical focus is on the future trend
in a company’s return on invested capital (“ROIC”) relative to its
cost of capital, in the belief that this reflects the attractiveness and
sustainability of the business model and serves as a predictor of long-
term shareholder returns.
Given this focus on fundamental research, it forms a key input
into the Manager’s stock selection decisions. The Manager has 40
dedicated equity analysts across the Asia Pacific ex Japan region,
who have an average of over 16 years’ investment experience, 8 of
which have been gained at Schroders (as at 30 September 2023). As a
result of their level of experience, these analysts have an exceptional
knowledge of Asian markets and the companies within them. The
foundation of the Manager’s internal research is a programme of
regional company contacts each year (over 2,300 for calendar year
2022), with the majority of Schroders’ analysis being done using
internal research and company valuation models.
This is supplemented by other resources across the Schroders group
including the ESG and Investment Insight Unit teams as well as other
equity teams focussed on Global and Emerging markets.
Stock selection/portfolio construction
When constructing the portfolio for the Company, the Manager
focuses on the following factors:
conviction on investment thesis;
upside to the internal estimate of fair value;
any grade awarded by Schroders’ analysts;
ability to increase or sustain dividend payout;
relative attractiveness of other available opportunities;
the risks to the investment case;
the ESG credentials of that company; and
the sustainability of that company’s profits.
Many of the stocks will already have attractive yields, but the Manager
also looks to exploit opportunities in stocks which are set to benefit
from improving capital efficiency, rising returns and increasing
shareholder distributions. There is no minimum yield requirement
applied to every stock, but portfolio construction is carried out with
reference to the overall portfolio yield as a key part of the Company’s
total return investment objective.
Integration of ESG into the investment
process
ESG is integrated into the investment process through three levels:
The activities undertaken more widely by the Manager (Schroders),
those undertaken by the Manager in the Asia region, and those
undertaken by the Manager on behalf of the Company.
Schroder Oriental Income Fund Limited 17
Strategic report
Governance Financial
Introduction
Other information (unaudited)
How are ESG factors incorporated into the investment process?
Schroders has been considering Environmental, Social and Governance (“ESG”) issues, and sustainability generally, for over 20 years, as detailed in
the timeline below
1 The above ESG research framework covers investments in companies covered by our team of locally based Asia ex Japan analysts. The detail of ESG coverage
in other regions where analysts report locally (e.g. Australia, India) may differ, but is underpinned by the same broad approach
For a long time, the Manager has incorporated into its decision-
making a thorough assessment of management quality,
environmental, social and governance factors, whether implicitly
or explicitly. The Manager recognises the importance of appraising
both financial and non-financial factors when analysing a company
and its security. The Manager believes that integrating an analysis
and evaluation of ESG factors in the security valuation and selection
process is key to enhancing and protecting long-term shareholder
value. The appraisal of non-financial factors, including ESG
considerations, contributes to a better understanding of a company’s
risk characteristics and return potential.
Schroders has a team of more than 50 dedicated ESG professionals
(as at 30 September 2023) who develop proprietary ESG tools and
oversee ESG analysis across Schroders. The ESG specialists will also
engage directly with companies, prioritising those with exposure to
higher ESG risk and low ESG ratings. They attend company meetings
with portfolio managers and analysts to discuss specific sustainability
issues directly with company management, in addition to financial
performance, as well as engaging with company sustainability experts
directly.
Corporate Governance Analysts in the team will also work alongside
investors, and our internal compliance and legal teams to ensure our
voting activities comply with our ESG policy.
Asia ex Japan ESG analysis in practice
1
As long-term, bottom-up investors, assessing the sustainability of a
company’s returns and financial position has always been at the core
of research and investment decisions the Manager makes in Asia.
Consistent with this approach, Schroders engages with company
management teams (Schroders conducted over 2,300 meetings
with regional companies in 2022) as well as voting all proxies where
practically possible. Analysts are directly responsible for assessing
ESG risks and opportunities as we believe they are best placed to
understand their companies and determine the impact of ESG issues
on the sustainability of the business.
ESG analysis is an integrated and important part of the investment
process, from initial screening through to final portfolio construction.
ESG analysis impacts the investment process in four direct ways:
1. Initial screening – ESG helps determine which companies are
considered to be investable as part of an initial screening.
2. Sustainability of earnings – ESG analysis helps assess the impact
ESG externalities may have on the future earnings power of the
business and with it the Manager’s assessment of the return on
invested capital (“ROIC”) and shareholder return classification
(“SRC”) of the company.
3. Fair Value and recommendation – ESG is an indirect and direct
input into our fair value estimate of a company. Indirect, to the
extent that a company’s SRC may influence the assumptions used
in establishing the fair value estimate of a company; and direct, to
the extent that analysts may apply an additional explicit discount/
premium to that fair value estimate.
4. Portfolio construction – ESG helps shape portfolio construction
and may influence position sizes. For example, poor ESG
performance or heightened ESG risks may result in a decision
to underweight a security, hold a smaller position size or avoid
an investment completely. There is no automatic rule – each
investment opportunity is assessed on a case-by-case basis,
with the focus on the materiality of ESG factors on a company’s
valuation and risk profile.
Sustainability at Schroders
A continuously evolving approach
Business Review
continued
Schroder Oriental Income Fund Limited18
In summary, ESG analysis helps determine which companies the
Manager looks at, how their sustainability is assessed and hence
how the Manager values them. While company valuations ultimately
drive portfolio construction, ESG insights play a crucial role in the
investment process and influence how we size position sizes within a
portfolio. Furthermore, ESG analysis is broad-reaching: the Manager is
not only interested in the potential downside risks but also the upside
return implications.
Asian equity analysts are expected to provide written ESG analysis for all
companies under coverage. This identifies and assesses the potential
effect of ESG issues on the investment case.
Schroders uses its proprietary tools such as Context and Sustainex
Asia Context. The latter of these, which is the principal tool
employed, captures the Manager’s ESG analysis in one template
using a stakeholder-based framework and is a key step in the overall
assessment of a company. In addition to separate rankings for ‘E’, ‘S’ &
‘G’, Asia Context generates an overall score for each company’s ESG
attributes.
Schroders has always engaged with investee companies, and
direct company contact is an important component of the initial
due diligence and ongoing monitoring process. The Asia Context
template provides a clearer, and broader, roadmap on the issues
requiring engagement. It also helps refresh the team’s focus on ROIC
and enhances appreciation of the downside and upside risks to a
company’s business model. The analysts have the option to apply an
explicit discount or premium to their fair value estimate as a result of
their ESG analysis.
One of the Asian Equities team’s greatest strengths is experienced
analysts working hand-in-hand with experienced fund managers
– often involving discussions from the beginning to the end of the
research on a company. Many of Schroders’ fund managers are ex-
analysts and they are heavily involved in the discussions that underpin
ESG conclusions – especially given the inherent subjectivity of how
certain ESG considerations will impact a company. Analysts are not
expected to score our Asia Context templates in isolation – in many
instances the team builds a consensus on which issues to address
and how to score them.
The Context Framework:
Understanding how a company manages it relationships with stakeholders
Employees
Suppliers
Communities
community? Have you committed to
protect human rights?
Regulators
How competitive is your market?
Are
you paying a fair rate of tax?
Customers
How is your brand perceived? What’s
in your produce pipeline?
transition plan? Are you managing
Company
G
o
v
e
r
n
a
n
c
e
G
o
v
e
r
n
a
n
c
e
Environment
Have you put in place an energy
operating impacts?
How exposed is your supply chain to
disruption risks? How strong are your
supplier relationships?
How do your empl
oyees perform? How
motivated is your team?
What support do you offer your loca
l
Source: Schroders
To enhance the Asian team’s ESG expertise, two members of the Sustainable Investment team are based in Asia, supporting the investment
team and ensuring they are kept fully informed of the relevant output of the Sustainable Investment team in London. A Sustainable Equity
Analyst on the team brings additional insight and perspective to ESG analysis and engagement.
In addition the Asian investment team collaborates with the Sustainable Investment team, both formally and informally participating, for
instance, in a monthly ESG conference call together with other investors globally to discuss topical issues as well as ESG best practice.
Schroder Oriental Income Fund Limited 19
Strategic report
Governance Financial
Introduction
Other information (unaudited)
So what is the outcome for the Company?
In the Manager’s view, the Schroders approach to ESG described above results in a portfolio that is less likely to be exposed to areas that could
be deemed ‘sensitive' from an ESG perspective. Where there is ’sensitivity’, it is more likely to be in markets that are generally well regulated
and focused on the better practitioners. It should be noted that the Manager does not screen out all companies in sensitive sectors
1
, rather the
process results in a much higher hurdle for stocks to get into the portfolio than might otherwise be the case. Below is a table that covers some
of the more ‘sensitive’ sectors and our exposure to them. Exposure to the more sensitive areas is limited.
Sector Reasons for Caution Our Approach Approx. Fund Exposure
Agribusinesses/
Aquaculture
Environmental, Social, Governance
(low barriers of entry, widespread
questionable practices)
Avoid; small 1.2% (one stock – branded milk
company with some upstream
supply)
Tobacco Social Avoid 0%
Gambling Social, Governance. Licence to
operate/ promotional practices
Limited exposure to best-in-class
players in well-regulated markets (e.g.
Australia, Macau)
0%
Utilities (traditional) Environmental, Governance (national
service obligations, uncertain
regulations/risks of backlash against
coal plants, mostly state-owned
enterprises)
Avoid carbon heavy energy providers,
focus on hydro and sustainable
energy providers in well-regulated
markets
0%
Resources Environmental, Social, Governance
(questionable practices such as
bribery and poor environmental and
safety controls concerns in Asia ex
Australia)
Avoid except for Australian blue chip
names, with minimal thermal coal
mining exposure
6.4% (four stocks)*
Oil and Gas Environmental, Governance
(regulations, unfavourable taxes, price
takers, big carbon producers)
Limited exposure to sector ideally
with an LNG/gas focus or self-help
story
2.0% (two stocks)
Property Environmental, Social, Governance
(bribery issues, flooding, land
clearance compensation, labour
practices)
Exposure mainly to developed
markets (Hong Kong, Australia and
Singapore) where we view risks to be
better managed.
11.5% (thirteen stocks)
Defence Monopsony structure, corruption Avoid 0 %
Several of these industries are traditionally prominent in income
funds, as they typically contain many companies with high dividend
yields. The portfolio managers’ approach, however, has been to take a
cautious approach to exposure in those companies which, while they
may be paying attractive dividends currently, are not always operating
in a sustainable way which could potentially impact future earnings
and by extension dividend payments.
The Manager has tended, therefore, to take exposure to these
industries through the higher quality names, operating in well
regulated markets. For example, while they believe commodity
resources will continue to be necessary in future (and indeed crucial
for a transition to a lower carbon world), the exposure to this sector is
through blue-chip Australian companies, rather than more marginal
miners in emerging countries. Similarly, for the real estate sector, the
exposure is largely through companies which have a focus on strong
governance, operating in the most well-regulated markets in the
region. For some sectors (e.g. tobacco or thermal coal), the Manager’s
requirement for operations to be sustainable in the long term is
a high hurdle to clear, regardless of the governance or regulatory
frameworks a company is operating under, so exposure has tended
to be very limited there.
1 Schroders applies group-level exclusions to all Schroders funds that are directly managed. These group-level exclusions relate to controversial weapons and
companies that generate more than 20% of their revenues from thermal coal mining. Details can be found at the following link Group exclusions | Schroders
global
Business Review
continued
Schroder Oriental Income Fund Limited20
Active Ownership
Schroders has a long history of engagement and active ownership, engaging with companies on ESG related matters for the past two decades.
Active ownership is a key channel of influence on management teams and a mechanism that allows for more sustainable practices to be
properly considered in managing the investee companies. Schroders aims to drive change to better protect and enhance the value of clients’
investments. Schroders is committed to leveraging its influence as an investor to change how a company operates for the better. These regular
engagements form an important aspect of Schroders’ role as stewards of clients’ capital and allows deployment of capital in businesses with
long-term sustainability of returns and shareholder value creation.
Influencing corporate behaviour and outcomes
We work with companies to help them to recognise the potential impact of
these challenges and help them take action in the areas where change may
be required
We use our voice and rights as
shareholders to make sure
these changes are effected
We speak with companies to
understand if an how they are
preparing for the long-term
sustainability challenges
VotingDialogue
Engagement
Source: Schroders
Engagement in practice
It should be remembered that the Manager is not an ‘activist’ investor, and in general is looking to buy into companies that are already
well-managed with decent governance and attractive distribution profiles. However, this does not mean that there is not still room for
engagement, particularly when thinking about sustainability issues and the evolution of a longer-term investment thesis. Where appropriate
engagements can focus on a number of different areas, including Climate Change, Diversity and Inclusion, Natural Capital and Biodiversity,
Human Rights, Human Capital Management and Corporate Governance.
As an illustration, although financial companies don’t necessarily spring to mind when it comes to engagement on areas such as climate
change, it is a relevant topic and Schroders engages with banks, for instance on their approach to lending to climate sensitive areas. For
example, Schroders started engaging with United Overseas Bank (“UOB”) in Singapore on this topic back in 2019 and the chart on the next
page highlights those and other engagements with the company since then.
Schroder Oriental Income Fund Limited 21
Strategic report
Governance Financial
Introduction
Other information (unaudited)
Engaging across our priority engagement themes
Engaging across our priority engagement themes
UOB
Source:
Schroders, as at October 2023.
Securities
shown are for illustrative purposes only and should not be viewed as a recommendation to buy or sell.
We
recognise that success factors may be subjective, and that Schroders’ influence may not have been the sole
driving fo
rce for this change. However, we believe it is important to track companies’ progress and measure the
outcomes
of our engagement.
Themes Objective
sO
utcomes
Climate Change
Disclose coal exposure in loan book
Company subsequently provided the coal exposure
Sep 2022
Mar 2023
Oct 2019
Dec 2020
Disclose alignment of financing
activities to Paris Agreement
Develop fossil fuel financing policies
and set carbon neutral targets
Company completed our survey for deeper analysis
Communicated objectives based on prior assessment on
strengths and weaknesses of the firm
Mar 2021
Set up board level committee to
oversee cybersecurity and data privacy
risks
Communicated the need for increased cybersecurity
oversight given growing risks. Directors regularly review
cybersecurity measures and initiatives.
Corporate
Governance
Clarify and address media
controversies on climate commitment
UOB has engaged Adaro and will also clarify with the media
to correct misunderstanding. The company does not engage
in financing of new/expansion of coal mining.
Governance &
Management
Regulators &
Governments
Environment
Employees
Customers &
Suppliers
Local
communities
Stakeholders
addressed in
engagements
Format
Email
IR
Email
IR
post
1x1 meeting
Email
IR
1x1 call
ESG Team
1x1 call
ESG Team
Climate Change
Further disclosures
Investment restrictions and spread of investment risk
Risk in relation to the Company’s investments is spread as a result
of the Manager monitoring the Company’s portfolio with a view
to ensuring that it retains an appropriate balance to meet the
Company’s investment objective. In order to comply with the Listing
Rules, the Company will not invest more than 10%, in aggregate, of
the value of its total assets (calculated at the time of any relevant
investment) in other investment companies or investment trusts
which are listed on the Official List of the Financial Conduct Authority
(the “Official List”) (save to the extent that those investment
companies or investment trusts have stated investment policies to
invest no more than 15% of their gross assets in other investment
companies or investment trusts which are listed on the Official List).
Additionally, the Company will not:
(i) invest more than 15% of its gross assets in other investment
companies or investment trusts which are listed on the Official
List;
(ii) invest, either directly or indirectly, or lend more than 20%
(calculated at the time of any relevant investment or loan) of
its gross assets to any single underlying issuer (including the
underlying issuer’s subsidiaries or affiliates);
(iii) invest more than 20% (calculated at the time of any relevant
investment) of its gross assets in one or more collective
investment undertakings which may invest more than 20% of its
gross assets in other collective investment undertakings;
(iv) invest more than 40% (calculated at the time of any relevant
investment) of its gross assets in another collective investment
undertaking;
(v) expose more than 20% of its gross assets to the
creditworthiness or solvency of any one counterparty;
(vi) invest in physical commodities; or
(vii) invest in derivatives except for the purposes of efficient portfolio
management.
In the event of any breach of the investment restrictions applicable
to the Company, shareholders will be informed of the actions to be
taken by the Manager by notice sent to the registered addresses
of the shareholders in accordance with the Company’s articles of
incorporation or by an announcement issued through a regulatory
information service approved by the Financial Conduct Authority
(“FCA”). No breaches of these investment restrictions occurred during
the year ended 31 August 2023. The investment portfolio on page 12
and the Investment Manager’s Review on pages 6 to 11 demonstrate
that, as at 31 August 2023, the portfolio was invested in 12 countries
and in 10 different industry sectors within such countries. There were
62 holdings in the portfolio at the year end. The Board therefore
believes that the objective of spreading investment risk has been
achieved.
Use of Gearing
The Company has a £100 million multi-currency revolving credit
facility with Bank of Nova Scotia which was US$50.0 million
(£39.5 million) drawn at the end of the financial year. The facility was
taken out on 18 July 2022, renewed on 20 July 2023, and expires on
18 July 2024.
The Company’s policy is to permit net borrowings (including foreign
currency borrowings) of up to 25% of the Company’s net assets
Business Review
continued
Schroder Oriental Income Fund Limited22
(measured when new borrowings are incurred). It is intended that the
Manager should have the flexibility to utilise this power to leverage
the Company’s portfolio in order to enhance returns where and to the
extent that this is considered appropriate by the directors. Full details
of the gearing employed by the Company are set out in note 20 on
page 67.
Promotion and shareholder relations
The Company promotes its shares to a broad range of investors
including discretionary wealth managers, private investors, financial
advisers and institutions which have the potential to be long-term
supporters of the investment strategy. The Board seeks to achieve
this through its Manager and corporate broker, which promote the
shares of the Company through regular contact with both current and
potential shareholders. These activities consist of investor lunches,
one-on-one meetings, webinars, regional road shows and attendances
at conferences. In addition, the Company’s shares are supported by
the Manager’s wider marketing of investment companies targeted at
all types of investors. This includes maintaining close relationships with
adviser and execution-only platforms, advertising in the trade press,
maintaining relationships with financial journalists and the provision of
digital information on Schroders’ website.
Shareholder relations are given high priority by both the Board and
the Manager. The Board also seeks active engagement with investors
and meetings with the Chairman are offered where appropriate. In
addition to the engagement and meetings held during the year the
chairs of the Board and committees, as well as the other directors,
attend the AGM and are available to respond to queries and concerns
from Shareholders.
Shareholders are also encouraged to sign up to the Manager’s
Investment Trusts update, to receive information on the Company
directly. https://www.schroders.com/en/uk/private-investor/
fundcentre/funds-in-focus/investment-trusts/schroders-
investmenttrusts/never-miss-an-update
Diversity
The below tables set out the gender and ethnic diversity composition of the Board (as at 31 August 2023 and at the date of this report).
Number of
Board members
Percentage of
the Board
Number of
senior positions
on the Board
(SID and Chair)
White British or other White (including minority-white
groups) 4 80% 2
Mixed/Multiple Ethnic Groups
Asian/Asian British 1 20% 0
Black/African/Caribbean/Black British
Other ethnic group, including Arab
Not specied/prefer not to say
Number of
Board members
Percentage of
the Board
Number of
senior positions
on the Board
(SID and Chair)
Men 2 40% 1
Women 3 60% 1
Not specied/prefer not to say
Given that the Company is an investment trust with no executive
board members, the columns and references regarding executive
management have not been included.
The Board has adopted a diversity and inclusion policy. Appointments
and succession plans will always be based on merit and objective
criteria and, within this context, the Board seeks to promote diversity
of gender, social and ethnic backgrounds, cognitive and personal
strengths. The Board will encourage any recruitment agencies it
engages to find a range of candidates that meet the objective criteria
agreed for each appointment. Candidates for Board vacancies are
selected based on their skills and experience, which are matched
against the balance of skills and experience of the overall Board
taking into account the criteria for the role being offered.
The Board also considers the diversity and inclusion policies of its key
service providers.
Financial crime policy
The Company continues to be committed to carrying out its business
fairly, honestly and openly operates a financial crime policy, covering
bribery and corruption, tax evasion, money laundering, terrorist
financing and sanctions, as well as seeking confirmations that the
Company’s service providers’ policies are operating soundly.
Greenhouse gas emissions and energy usage
As the Company outsources its operations to third parties, it
consumed less than 40,000 kWh during the year and so has no
greenhouse gas emissions, energy consumption or energy efficiency
action to report under the Streamlined Energy and Carbon Reporting
requirements.
Taskforce for Climate-Related Financial Disclosures
On 30 June 2023, the Company's AIFM produced a product level
disclosure consistent with the Task Force on Climate-Related
Financial Disclosures ("TCFD") for the period 1 January 2022 to
31 December 2022. This can be found here: https://mybrand.
schroders.com/m/27644d68e529db89/original/TCFD-Schroder-
Oriental-Income-20221231.pdf. The Board met with representatives
from the Manager to review this report.
Responsible investment
The Company delegates to its Manager the responsibility for taking
ESG issues into account when assessing the selection, retention and
realisation of investments. The Board expects the Manager to engage
with investee companies on social, environmental and business ethics
issues and to promote best practice. The Board also expects the
Manager to exercise the Company’s voting rights in consideration of
these issues.
Schroder Oriental Income Fund Limited 23
Strategic report
Governance Financial
Introduction
Other information (unaudited)
Further detail on engagement and stewardship can be found on
pages 17 to 21.
In addition to the description of the Manager’s integration of ESG
into the investment process and the details in this Business Review, a
description of the Manager’s policy on these matters can be found on
the Schroders website at www.schroders.com. The Board notes that
Schroders believes that companies with good ESG management
often perform better and deliver superior returns over time. Engaging
with companies to understand how they approach ESG management
is an integral part of the investment process. Schroders has
committed to the UN Global Compact, amongst codes and standards,
and information about the application of Schroders’ sustainability
and responsible investment policies can be found at: https://www.
schroders.com/en/sustainability/corporate-responsibility/.
The Board has received reporting from the Manager on the
application of its policy.
Stakeholder engagement, section 172
During the year under review, the Board discharged its duty under
section 172 of the Companies Act 2006 to promote the success of the
Company for the benefit of its members as a whole, having regard to
the interests of all stakeholders. As an externally managed investment
trust, the Company has no employees, operations or premises.
The Board has identified its key stakeholders as the Company’s
Shareholders, the Manager, other service providers, the Investee
companies and the Company’s Lender.
The below explains how the directors have engaged with all
stakeholders and outlines key activities undertaken during the
reporting period.
Shareholders
The Company welcomes attendance and participation from
Shareholders at the Annual General Meeting, details of which
are on page 73 of this report. This will provide an opportunity for
Shareholders to engage with the Board and hear from the Portfolio
Managers, Richard Sennitt and Abbas Barkhordar. Shareholders
unable to attend the AGM are invited to submit questions to the
Company Secretary in advance of the meeting, and will be able to
view a presentation from the Manager online.
The annual and half year results presentations, as well as monthly
updates are available on the Company’s webpage with results
announced via a regulatory news service.
The directors receive regular updates on the shareholder register,
trading activity, and feedback received from investor meetings held
by the Manager and Broker, as well as meeting with interested
current and prospective Shareholders.
The Board is responsible for discount and premium management
and is alert to the value Shareholders place on maintaining as low
a level of discount volatility as possible. During the financial year, a
total of 8,010,000 shares were bought back and a further 2,220,000
have been bought back since the period end. The Board will continue
to buy back shares when it judges it is in the best interests of
Shareholders to do so.
The Manager
The Board maintains a constructive and collaborative relationship
with the Manager, encouraging open discussion.
The Board invites the Portfolio Managers to attend all Board and
certain committee meetings and receives regular reports on the
performance of the investments and the implementation of the
investment strategy, policy and objective. The portfolio activities
undertaken by the Portfolio Managers and the impact of decisions
affecting investment performance are set out in the Investment
Managers’ Review on pages 6 to 11.
The Management Engagement Committee reviews the performance
of the Manager, its remuneration and the discharge of its contractual
obligations at least annually. During the year, the Board visited
the Manager’s teams based in Hong Kong and Taiwan and was
impressed with the depth of resource and experience represented
within the Manager’s teams based in the region.
The Company’s lender
During the year under review, the Board renewed its revolving
credit facility agreement with The Bank of Nova Scotia. The Board
is responsible for ensuring that the Company adheres to all loan
covenants.
Other service providers
The Board maintains regular contact with its key service providers,
both at the Board and committee meetings, and through ad hoc
communication throughout the year. The need to foster business
relationships with key service providers is central to the directors’
decision-making as the Board of an externally managed investment
trust.
During the period, the Management Engagement Committee
undertook reviews of the third-party service providers and agreed that
their continued appointment remained in the best interests of the
Company and its Shareholders. The Committee periodically reviews
the market rates for services received, to ensure that the Company
continues to receive high quality service at a competitive cost.
During the year, directors attended a meeting to assess the internal
controls of certain service providers including the Company’s
Depositary and Custodian HSBC, the Designated Administrator,
Registrar and Schroder’s Group Internal Audit. These meetings
enable the Board to conduct due diligence on operations and IT risks
amongst service providers; and to receive up to date information on
changes in regulation and market practice in the industry. The Board
also engaged with its service providers on their own commitments on
ESG, Financial Crime, Modern Slavery, Whistleblowing, Diversity and
Inclusion, Business Continuity and Cybersecurity.
Investee companies
The Board believes that it is in the interests of all stakeholders to
consider ESG factors. The Board supports and encourages the policy
of engagement on ESG matters which the Schroders investment
team has implemented as part of the investment decision making
process, details of which can be found on pages 16 to 21.
The Manager has discretionary powers to exercise voting rights
on behalf of the Company and it reports on voting decisions to the
Board. The Board monitors investment decisions and questions
the Portfolio Managers’ rationale for exposures taken and voting
decisions made.
In addition to regular discussions with the Manager regarding the
ESG aspects of portfolio companies, the Board met with Schroders
engagement team to gain a more in depth understanding of the
Manager’s active engagement with investee companies. The Board
also met with certain investee companies on its visit to the region.
Principal risks and uncertainties
Schroder Oriental Income Fund Limited24
Principal and emerging risks
The Board is responsible for the Company’s system of risk
management and internal control and for reviewing its effectiveness.
The Board has adopted a detailed matrix of principal risks affecting
the Company’s business as an investment trust and has established
associated policies and processes designed to manage and, where
possible, mitigate those risks, which are monitored by the Audit and
Risk Committee on an ongoing basis. This system assists the Board
in determining the nature and extent of the risks it is willing to take in
achieving the Company’s strategic objectives.
Although the Board believes that it has a robust framework of internal
controls in place this can provide only reasonable, and not absolute,
assurance against material financial misstatement or loss and is
designed to manage, not eliminate, risk.
Both the principal risks and the monitoring system are also subject
to robust review at least annually. The last assessment took place in
October 2023.
Actions taken by the Board and, where appropriate, its committees, to
manage and mitigate the Company’s principal risks and uncertainties
are set out in the table below.
During the year, the Board also discussed and monitored a number
of risks that could potentially impact the Company’s ability to meet
its strategic objectives. The Board recognised that there continues to
be an elevated geopolitical risk relating to the region, which is closely
monitored.
The Board considered in detail whether there were any material
emerging risks and concluded that there were none at present.
*The “Change” column on the right highlights at a glance the Board’s
assessment of any increases or decreases in risk during the year after
mitigation and management. The arrows show the risks as increased,
decreased, or stable.
Risk Mitigation and management
Change (post
mitigation and
management)*
Geopolitical risk
Political developments globally might materially affect
the ability of the Company to achieve its investment
objective.
The Board monitored news coverage of global events
with follow up email correspondence when particular
issues or concerns arose. The Board also visited Hong
Kong and Taiwan and met with investee companies and
analysts to understand the tensions and opportunities
in the region better.
The Board recognises that there continues to be an
elevated geopolitical risk relating to the region and
continued to monitor key political developments in the
region including US/China tension, the political situation
in Hong Kong, Taiwan, and Singapore, and domestic
political developments in mainland China, in addition
to the Ukraine war and the conflict between Israel and
Hamas.
The Manager also ensured that the portfolio is
adequately diversified in the context of the investment
policy.
Market risk
The Company is exposed to the effect of market
fluctuations due to the nature of its business. A
significant fall in regional equity markets could have an
adverse impact on the market value of the Company’s
underlying investments.
The Board notes the impact of inflation on
macroeconomic and market factors.
The Board continues to monitor the market volatility
caused by current geo-political issues and will continue
to do so on an ongoing basis. The Board also monitors
macroeconomic and market factors, including the
impact of inflation.
The risk profile of the portfolio, including the potential
impact of changes in currency, is discussed with the
Manager.
The Manager seeks to invest in companies with strong
balance sheets and sustainable business models.
Gearing is maintained at relatively low levels.
Schroder Oriental Income Fund Limited 25
Strategic report
Governance Financial
Introduction
Other information (unaudited)
Risk Mitigation and management
Change (post
mitigation and
management)*
Currency/exchange rate risk
The Company is exposed to the effect of currency
fluctuations due to the nature of its business. The
Company invests predominantly in assets which are
denominated in a range of currencies. Its exposure to
changes in the exchange rate between sterling and
other currencies has the potential to have significant
impact on returns and the sterling value of dividend
income from underlying investments.
The Board notes that the variability in inflation and
interest rates would in turn lead to volatility in exchange
rates.
The Board recognises that there continues to be an
elevated currency / exchange rate risk relating to the
region and monitored it carefully during the period.
The risk profile of the portfolio, including the potential
impact of changes in currency, is discussed with the
Manager.
The Company has no formal policy of hedging currency
risk but may use foreign currency borrowings or forward
foreign currency contracts to limit exposure. The
Company does not hedge against sterling.
Investment Performance
The Company’s investment objectives may become out
of line with the requirements of investors, resulting in a
wide discount of the share price to underlying NAV per
share.
The appropriateness of the Company’s investment
mandate and the long-term investment strategy is
periodically reviewed and the success of the Company in
meeting its stated objectives is monitored.
The investment mandate and the long-term investment
strategy are monitored by the Board. Share price
relative to NAV per share is monitored by the Board as
a key performance indicator and is reviewed against the
Company’s peers on a regular basis. The use of buyback
authorities is considered regularly. The Manager and
corporate broker monitor market feedback and the
Board considers this at each quarterly meeting.
Proactive engagement with Shareholders takes place via
the AGM, feedback from Shareholder presentations, and
ad hoc meetings with the Board.
The Manager’s investment strategy and levels of
resourcing, if inappropriate, may result in the Company
underperforming the market and/or peer group
companies, leading to the Company and its objectives
becoming unattractive to investors.
The Board sets overall investment strategy and
guidelines for use of derivatives and leverage, amongst
other metrics. It also monitors investment performance
and risk against objectives and strategy, and conducts
an annual review of the Manager’s ongoing suitability.
The directors attend a presentation by the Manager’s
risk and internal audit functions at least annually.
The Board also reviews the Manager’s compliance with
agreed investment restrictions, relative performance,
the portfolio’s risk profile, and whether appropriate
strategies are employed to mitigate any negative impact
of substantial changes in markets.
Climate Change
The Company's investments, and shareholder returns,
could be affected by climate change. Investors and
regulators are increasingly questioning how the
Company’s investments and performance could be
affected by climate change, environmental, social and
governance factors.
The Manager has integrated ESG considerations,
including climate change, into the investment process
and reports on its ESG engagement at regular
board meetings. The Manager has implemented a
comprehensive ESG policy which is outlined in detail on
pages 16 to 21.The Board ensures that ESG factors are
incorporated into reports to Shareholders.
Principal risks and uncertainties
continued
Schroder Oriental Income Fund Limited26
Risk Mitigation and management
Change (post
mitigation and
management)*
Service provider performance
The Company has no employees and has delegated
certain functions to a number of service providers.
Failure of controls, including as a result of fraud, and
poor performance of any service provider, could lead to
disruption, reputational damage or loss.
Service providers are appointed subject to due diligence
processes and with material service providers having
clearly documented contractual arrangements.
Regular reports are provided by key service providers
and the quality of their services is monitored, including
an annual presentation to the Audit and Risk Committee
chair and other directors from key risk and internal
controls personnel at the Company’s main service
providers.
Review of annual audited internal controls reports from
key service providers, including confirmation of business
continuity arrangements and IT controls, is undertaken.
Service providers’ internal controls reports continue to
be robust.
Cyber
The Company’s service providers are all exposed to the
risk of cyber attacks. Cyber attacks could lead to loss
of personal or confidential information, unauthorised
payments or inability to carry out operations in a timely
manner.
The Company has outsource arrangements with
service providers who report on cyber risk mitigation
and management at least annually, which includes
confirmation of business continuity capability in the
event of a cyber attack and appoints a custodian/
depositary in respect of assets.
In addition, the Board receives presentations from the
Manager, the registrar, and the safekeeping agent and
custodian on cyber risk.
Risk assessment and internal controls review by the Board
Risk assessment includes consideration of the scope and quality of
the systems of internal control operating within key service providers,
and ensures regular communication of the results of monitoring
by such providers to the Audit and Risk Committee, including the
incidence of significant control failings or weaknesses that have been
identified at any time and the extent to which they have resulted in
unforeseen outcomes or contingencies that may have a material
impact on the Company’s performance or condition.
No significant control failings or weaknesses were identified from
the Audit and Risk Committee’s ongoing risk assessment which has
been in place throughout the financial year and up to the date of
this report. The Board is satisfied that it has undertaken a detailed
review of the risks facing the Company and that the internal control
environment continues to operate effectively.
A full analysis of the financial risks facing the Company is set out in
note 20 to the accounts on pages 65 to 69.
Viability statement
The directors have assessed the viability of the Company over a five
year period, taking into account the Company’s position at 31 August
2023 and 7 November 2023 and the potential impact of the principal
risks and uncertainties it faces for the review period. The directors
have assessed the Company’s operational resilience and they are
satisfied that the Company’s outsourced service providers will
continue to operate effectively, following the implementation of their
business continuity plans.
A period of five years has been chosen as the Board believes that
this reflects a suitable time horizon for strategic planning, taking
into account the investment policy, liquidity of investments, potential
impact of economic cycles, nature of operating costs, dividends and
availability of funding. This time period also reflects the average hold
period of an investment.
In its assessment of the viability of the Company, the directors have
considered each of the Company’s principal risks and uncertainties
detailed on pages 24 to 26 and in particular the impact of a significant
fall in regional equity markets on the value of the Company’s
investment portfolio. The directors have also considered the
Company’s income and expenditure projections and the fact that the
Company’s investments comprise readily realisable securities which
can be sold to meet funding requirements if necessary.
The directors have also considered a stress test which represents
a severe but plausible scenario along with movement in foreign
exchange rates. This scenario assumes a severe stock market
collapse and/or exchange rate movements at the beginning of the
five year period, resulting in a 50% fall in the value of the Company’s
investments and investment income and no subsequent recovery in
either prices or income in the following five years. It is assumed that
the Company continues to pay an annual dividend in line with current
levels and that the borrowing facility remains available and remains
drawn, subject to the gearing limit.
The Company’s investments comprise highly liquid, large, listed
companies and so its assets are readily realisable securities and
could be sold to meet funding requirements or the repayment of the
gearing facility should the need arise. There is no expectation that the
nature of the investments held within the portfolio will be materially
different in the future.
The operating costs of the Company are predictable and modest in
comparison with the assets and there are no capital commitments
foreseen which would alter that position. Furthermore, the Company
has no employees and consequently has no redundancy or other
employment related liabilities.
The Board reviews the performance of the Company’s service
providers regularly, including the Manager, along with internal
controls reports to provide assurance regarding the effective
operation of internal controls as reported on by their reporting
Schroder Oriental Income Fund Limited 27
Strategic report
Governance Financial
Introduction
Other information (unaudited)
accountants. The Board also considers the business continuity
arrangements of the Company’s key service providers.
The Board monitors the portfolio risk profile, limits imposed on
gearing, counterparty exposure, liquidity risk and financial controls at
its quarterly meetings.
Although there continue to be regulatory changes which could
increase costs or impact revenue, the directors do not believe that
this would be sufficient to affect its viability. The Board also notes that
certain geopolitical risks, if they materialise, would have a serious
effect on the viability of the Company, but that it was not appropriate
to conclude that the Company was not viable on the basis of these.
The Board has assumed that the business model of a closed
ended investment company, as well as the Company’s investment
objective, will continue to be attractive to investors. The directors also
considered the beneficial tax treatment the Company is eligible for as
an investment trust. If changes to these taxation arrangements were
to be made it would affect the viability of the Company to act as an
effective investment vehicle.
Based on the above the directors have concluded that there is a
reasonable expectation that the Company will be able to continue
in operation and meet its liabilities as they fall due over the five year
period of their assessment.
Going concern
The directors have assessed the principal risks, the impact of the
emerging risks and uncertainties and the matters referred to in the
viability statement. The directors have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Company’s ability to
continue as a going concern for the period assessed by the directors,
being the period to 30 November 2024 which is at least 12 months
from the date the financial statements were authorised for issue.
By order of the Board
Schroder Investment Management Limited
Company Secretary
8 November 2023
28
29
Governance
Board of Directors 30
Directors’ report 32
Audit and Risk Committee report 35
Management Engagement Committee report 38
Nomination and Remuneration
Committee report 39
Directors’ Remuneration Report 41
Statement of Directors’ responsibilities 44
Gove rnance
29
30 Schroder Oriental Income Fund Limited
Board of Directors
Paul Meader
Status: independent non-executive
chairman
Alexa Coates
Status: independent non-executive
director
Length of service: 7 years – appointed a
director in January 2016
Experience: Paul Meader is an independent
director of investment companies, insurers
and investment funds. Until 2012 he was
Head of Portfolio Management for Canaccord
Genuity based in Guernsey, prior to which
he was Chief Executive of Corazon Capital.
He has over 35 years’ experience in financial
markets in London, Dublin and Guernsey,
holding senior positions in portfolio
management and trading. Prior to joining
Corazon he was Managing Director of
Rothschild’s Swiss private-banking subsidiary
in Guernsey. He is a Chartered Fellow of
the Chartered Institute for Securities &
Investments, a former Commissioner of the
Guernsey Financial Services Commission and
past chairman of the Guernsey International
Business Association. He is a graduate of
Hertford College, Oxford. Paul also holds a
number of directorships in other companies,
one of which is publicly quoted: ICG-Longbow
Senior Secured UK Property Debt Investments
Limited.
Committee membership: Audit and Risk,
Management Engagement (chair), and
Nomination and Remuneration Committees
Remuneration for the reporting period:
£47,000 per annum
Number of shares held: 11,000*
Length of service: 5 years – appointed a
director in February 2018
Experience: Alexa Coates is a chartered
accountant who brings 30 years of significant
financial expertise to the Board. Alexa was
a senior executive of HSBC for nine years,
where she served as the global CFO for the
group’s asset management business and
then led the finance function for commercial
banking operations in Europe. Prior to joining
HSBC, Alexa worked in senior roles in retail,
healthcare and professional services at J
Sainsbury plc, BUPA, Williams Lea Group Ltd
and CIT Bank. She started her career at Ernst
& Young, where she worked in the UK and
France. Alexa is a non-executive director and
audit committee chair of Marsh Limited, the
insurance broker, Aviva Investors and its UK
fund services company as well as a
non-executive director and chair of the audit
and risk committee of Polar Capital Holdings
plc, a publicly quoted company.
Committee membership: Audit and Risk
(chair), Management Engagement, and
Nomination and Remuneration Committees
Remuneration for the reporting period:
£42,000 per annum
Number of shares held: 10,000*
Schroder Oriental Income Fund Limited 31
Strategic report
Governance Financial
Introduction
Other information (unaudited)
Kate Cornish-Bowden
Status: senior independent
non-executive director
Isabel Liu
Status: independent non-executive
director
Nick Winsor
Status: independent non-executive
director
Length of service: 5 years – appointed in
December 2018
Experience: Kate Cornish-Bowden is the
chair of International Biotechnology Trust
plc and a non-executive director of Finsbury
Growth & Income Trust plc and CC Japan
Income & Growth Trust plc where she is chair
of the audit committee. Kate worked for 12
years as a fund manager for Morgan Stanley
Investment Management, where she was
managing director and head of the global
equity team. Prior to Morgan Stanley she
worked as a research analyst at M&G. Kate is
a member of the Chartered Financial Analyst
Institute (CFA), holds a Masters in Business
Administration (MBA), and has completed
the Financial Times Non-Executive Director
Diploma.
Committee membership: Audit and Risk,
Management Engagement, and Nomination
and Remuneration Committees
Remuneration for the reporting period:
£37,000 per annum
Number of shares held: 29,000*
Length of service: 2 years – appointed in
November 2021
Experience: Isabel has 25 years’ global
experience investing equity in infrastructure.
She started her investment career in Asia with
the $1 billion AIG Asian Infrastructure Fund.
She was Managing Director of the Asia Pacific
investment business of John Laing plc. After
relocating from Hong Kong to London, she
was Investment Director for the €1 billion
ABN AMRO Global Infrastructure Fund. Most
recently Isabel served as Board Director at
Pensions Infrastructure Platform, sponsored
by UK pension schemes. She has also
been Chair of the Audit Risk Assurance and
Remuneration Committee as a Board Member
of Transport Focus. Isabel is a non-executive
director of Utilico Emerging Markets Trust plc
and Gresham House Energy Storage Fund Plc.
Isabel holds a BA in Economics from the Ohio
State University, a Masters in Public Policy
from Harvard Kennedy School, and an MBA
from the University of Chicago Booth School
of Business.
Committee membership: Audit and Risk,
Management Engagement, and Nomination
and Remuneration Committees
Remuneration for the reporting period:
£37,000 per annum
Number of shares held: 18,634*
Length of service: 3 years – appointed in
March 2020
Experience: Nick is an independent
consultant and non-executive director.
He has more than 35 years of retail and
commercial banking experience with HSBC
Group in a number of international markets:
Brunei; Channel Islands; Hong Kong; India;
Japan; Qatar; Singapore; Taiwan; UAE and
the UK. He was CEO of HSBC’s businesses
in the Channel Islands and Isle of Man, CEO
and VP of HSBC Bank (Taiwan) Limited and a
Director of HSBC Bank Middle East Limited.
Before this, he was Head of Personal Financial
Services for the Asia Pacific Region. Nick is
a non-executive director of Metro Bank plc
and Metro Bank Holdings plc and a member
of the latter’s Risk Oversight Committee. He
is also the senior independent director of
the States of Jersey Development Company,
Chair of the Remuneration and Nomination
Committee and member of the Audit and
Risk Committee. Nick is a non-executive
director of Bankers without Boundaries, a
not for profit investment bank, and the Chair
of Autism Jersey. He was awarded an MBE
in the Queen’s 2020 Birthday Honours list
for services to the community. Nick holds a
Masters in Physics from Oxford University and
is a Fellow of the Institute of Directors.
Committee membership: Audit and Risk,
Management Engagement, and Nomination
and Remuneration (chair) Committees
Remuneration for the reporting period:
£37,000 per annum
Number of shares held: 20,000*
*Shareholdings are as at 7 November 2023, full details of directors’ shareholdings are set out in the Remuneration Report on page 43.
32 Schroder Oriental Income Fund Limited
Directors’ Report
Directors and officers
Chairman
The Chairman is an independent non-executive director who
is responsible for leadership of the Board and ensuring its
effectiveness in all aspects of its role. The Chairman’s other significant
commitments are detailed on page 30. He has no conflicting
relationships.
Senior Independent Director (“SID”)
The SID is responsible for the evaluation of the Chairman, and also
serves as a secondary point of contact for Shareholders.
Company Secretary
Schroder Investment Management Limited provides company
secretarial support to the Board and is responsible for assisting
the Chairman with Board meetings and advising the Board with
respect to governance. The Company Secretary also manages the
relationship with the Company’s service providers, except for the
Manager. Shareholders wishing to lodge questions in advance of the
AGM are invited to do so by writing to the Company Secretary at the
address given on the outside back cover.
Role and operation of the Board
The Board is the Company’s governing body; it sets the Company’s
strategy and is collectively responsible to Shareholders for its
long-term success. The Board is responsible for appointing and
subsequently monitoring the activities of the Manager and other
service providers to seek to ensure that the investment objective of
the Company continues to be met. The Board also ensures that the
Manager adheres to the investment restrictions set by the Board
and acts within the parameters set by it in respect of any gearing.
The Business Review on pages 14 to 29 sets out further detail of how
the Board reviews the Company’s strategy, risk management and
internal controls and also includes other information required for the
Directors’ Report and is incorporated by reference.
A formal schedule of matters specifically reserved for decision by the
Board has been defined and a procedure adopted for directors, in the
furtherance of their duties, to take independent professional advice at
the expense of the Company.
The Chairman ensures that all directors receive relevant
management, regulatory and financial information in a timely manner
and that they are provided, on a regular basis, with key information
on the Company’s policies, regulatory requirements and internal
controls.
The Board meets at least quarterly and receives and considers
reports regularly from the Manager and other key advisers and ad
hoc reports and information are supplied to the Board as required.
Four Board meetings are usually scheduled each year to deal with
matters including: the setting and monitoring of investment strategy,
approval of borrowings and/or cash positions, review of investment
performance, the level of discount of the Company’s shares to NAV,
promotion of the Company, and services provided by third parties.
Additional meetings of the Board are arranged as required.
The Board has approved a policy on directors’ conflicts of interest.
Under this policy, directors are required to disclose all actual
and potential conflicts of interest to the board as they arise for
consideration and approval. The Board may impose restrictions or
refuse to authorise such conflicts if deemed appropriate. No directors
have any connections with the Manager, shared directorships
with other directors or material interests in any contract which is
significant to the Company’s business.
Committees
In order to assist the Board in fulfilling its governance responsibilities,
it has delegated certain functions to committees. The roles and
responsibilities of these committees, together with details of work
undertaken during the year under review, is outlined over the next
few pages.
The reports of the Audit and Risk Committee, Management
Engagement Committee and Nomination and Remuneration
Committee are incorporated into and form part of the Directors’
Report. Each committee’s effectiveness was assessed, and judged to
be satisfactory, as part of the Board’s annual review of the Board and
its committees.
Key service providers
The Board has adopted an outsourced business model and has
appointed the following key service providers:
Manager
The Company is an alternative investment fund as defined by the
AIFM Directive and has appointed Schroder Unit Trusts Limited
(“SUTL”) as the Manager in accordance with the terms of an
alternative investment fund manager (“AIFM”) agreement. The AIFM
agreement, which is governed by the laws of England and Wales, can
be terminated by either party on 12 months’ notice or on immediate
notice in the event of certain breaches or the insolvency of either
party. As at the date of this report no such notice had been given by
either party.
SUTL is authorised and regulated by the FCA and provides portfolio
management, risk management, accounting and company secretarial
services to the Company under the AIFM agreement. Part of
the fund accounting and administration activities are currently
performed by HSBC Securities Services (UK) Limited. The Manager
also provides general marketing support for the Company and
manages relationships with key investors, in conjunction with
the Chairman, other Board members or the corporate broker as
appropriate. The Manager has delegated investment management,
marketing, administrative, accounting and company secretarial
services to another wholly owned subsidiary of Schroders plc,
Schroder Investment Management Limited. The Manager has in place
appropriate professional indemnity cover.
The Schroders Group manages £726.1 billion (as at 30 June 2023) on
behalf of institutional and retail investors, financial institutions and
high net worth clients from around the world, invested in a broad
range of asset classes across equities, fixed income, multi-asset and
alternatives.
The Manager is entitled to receive a management fee of an amount
equivalent to 0.75% per annum of the net assets of the Company,
reducing to 0.70% per annum on net assets above £250 million
and 0.65% per annum on net assets above £750 million. The fee is
payable quarterly in arrears and calculated as at the last business day
in February, May, August and November in each year.
The Manager is also entitled to receive a performance fee based
on the performance of the Company’s NAV per ordinary share.
The performance fee is 10% of the amount in pounds sterling of
any gains, being the amount by which the closing adjusted NAV
per ordinary share (adjusted as described below) at the end of the
relevant calculation period exceeds the highest of:
(i) A hurdle, being 108% of the NAV per ordinary share, taken from
the audited balance sheet at the end of the previous calculation
period;
Schroder Oriental Income Fund Limited 33
Strategic report
Governance Financial
Introduction
Other information (unaudited)
(ii) The highest closing NAV per ordinary share (unadjusted) as per
the audited accounts for any previous financial year in which a
performance fee has been paid; and
(iii) 100p
Closing Adjusted NAV per ordinary share is the NAV per share on
the last day of the financial year in respect of which the performance
fee is being calculated, adjusted to add back any performance fee
accrued during the year but not crystallised; to adjust for the deemed
reinvestment of any dividends paid by the Company during the
period; and to remove the impact on NAV per share due to any share
buy-backs and issues.
The total amount of any performance fee payable in respect of any
one accounting period has been capped at 0.65% of the net asset
value, calculated at the end of the relevant accounting period.
Any investment management fees payable to the Manager or to
other subsidiaries of Schroders plc in respect of investments by
the Company in collective investment schemes and investment
companies managed or advised by the Schroders Group are
deducted from the fee payable to the Manager under the AIFM
agreement. There were no such investments during the year ended
31 August 2023.
The management and performance fees payable in respect
of the year ended 31 August 2023 amounted to £4,838,000
(2022: £5,149,000) and £nil (2022: nil) respectively. The Manager is
also entitled to a fee for providing administrative, accounting and
company secretarial services to the Company. For these services, it
receives an annual fee, payable quarterly in arrears, of £150,000.
Details of all amounts payable to the Manager are set out in note 17
on page 64.
The Board has reviewed the performance of the Manager, and fees
paid to it, during the year under review and continues to consider
that it has the appropriate depth and quality of resource to achieve
above-average returns in the longer term. Thus, the Board considers
that the Manager’s appointment under the terms of the AIFM
agreement, is in the best interests of Shareholders as a whole.
Safekeeping and cashflow monitoring agent
HSBC Bank plc (“HSBC Bank”), which is authorised by the Prudential
Regulation Authority and regulated by the FCA and the Prudential
Regulation Authority, has been appointed to carry out certain duties
of a safekeeping and cashflow monitoring agent specified in the AIFM
Directive for the Company, including:
safekeeping of the assets of the Company which are entrusted to
it;
cash monitoring; and
oversight of the Company and the Manager to the extent
described in the AIFM Directive.
HSBC Bank is liable to the Company for losses suffered by it as
a result of any negligence, wilful default, fraud or fraudulent
misrepresentation on its part.
The Company, the Manager and HSBC Bank may terminate the
safekeeping and cashflow monitoring agent services agreement
pursuant to which HSBC Bank provides these services at any time by
giving 90 days’ notice in writing. HSBC Bank may only be removed
from office when a new safekeeping and cashflow monitoring agent
is appointed by the Company.
Registrar
Computershare Investor Services (Guernsey) Limited
(“Computershare”) has been appointed as the Company’s registrar.
Computershare’s services to the Company include share register
maintenance (including the issuance, transfer and cancellation
of shares as necessary), acting as agent for the payment of any
dividends, management of company meetings (including the
registering of proxy votes and scrutineer services as necessary),
handling shareholder queries and correspondence and processing
corporate actions.
Corporate Governance Statement
The Board of the Company has chosen to adopt the principles and
provisions of the AIC Code of Corporate Governance (the “AIC Code”).
The Code addresses the Principles and Provisions set out in the UK
Corporate Governance Code (the “UK Code”), as well as setting out
additional Provisions on issues that are of specific relevance to the
Company as an investment company.
The Board considers that reporting against the Principles and
Provisions of the AIC Code, which has been endorsed by the Financial
Reporting Council and the Guernsey Financial Services Commission,
provides more relevant information to Shareholders.
The Financial Conduct Authority requires all UK listed companies
to disclose how they have complied with the provisions of the
Code. This statement, together with the Statement of Directors’
Responsibilities, viability statement and going concern statement set
out on pages 26 and 27 respectively indicates how the Company has
complied with the principles of good governance of the Code and its
requirements on internal control. The Strategic Report and Directors’
Report provide further details on the Company’s risk management,
governance and diversity policies.
The Company complied with the Principles and Provisions of the AIC
Code during the year under review and to date.
The AIC Code is available on the AIC website (www.theaic.co.uk). It
includes an explanation of how the AIC Code adapts the Principles
and Provisions set out in the UK Code to make them relevant for
investment companies.
The Guernsey Financial Services Commission’s Finance Sector Code
of Corporate Governance (the “GFSC Code”) provides a framework
which applies to all companies in the regulated finance sector in
Guernsey. The Company reports against the AIC Code, which meets
the requirements of the GFSC Code.
34 Schroder Oriental Income Fund Limited
Directors’ Report
continued
Share capital and substantial share interests
As at 7 November 2023, the Company had 271,233,024 ordinary shares of 1p in issue. 20,260,000 shares were held in treasury. 8,010,000
shares were bought back during the year ended 31 August 2023. 2,220,000 shares were bought back in the period from the year-end until
7 November 2023. Accordingly, the total number of voting rights in the Company at 7 November 2023 is 250,973,024. Details of changes to
the Company’s share capital during the year under review are given in note 13 to the accounts on page 62. All shares in issue rank equally with
respect to voting, dividends and any distribution on winding up.
The Company has received notifications in accordance with the Financial Conduct Authority’s (“FCA”) Disclosure Guidance and Transparency
Rule 5.1.2R of the below interests in 5% or more of the voting rights attaching to the Company’s issued share capital. The Company is reliant on
investors to comply with these regulations, and certain investors may be exempted from providing these. As such, this should not be relied on
as an exhaustive list of Shareholders holding above 5% of the Company’s voting rights.
Ordinary shares as at 31 August 2023 % total voting rights
Evelyn Partners Limited 10.20%
Investec Wealth & Investment Limited 9.91%
Since the year end and at the date of this report, Rathbones Investment Management Limited has on 22 September 2023 notified an increase
in their notified holding to 38,128,821 ordinary shares and 15.08% of total voting rights, as driven by the all-share combination of Rathbones
Group Plc with Investec Wealth & Investment Limited which completed on 21 September 2023. Subsequent to this, on 11 October 2023
Rathbones Investment Management Limited notified a decrease in their notified holding to 37,800,104 ordinary shares and 14.97% of total
voting rights as at 6 October 2023.
Provision of information to the auditors
The directors at the date of approval of this report confirm that, so far as each of them is aware, there is no relevant audit information of which
the Company’s auditors are unaware; and each director has taken all the steps that he or she ought to have taken as a director in order to make
himself or herself aware of any relevant audit information and to establish that the Company’s auditors are aware of that information.
Directors’ attendance at meetings
The number of scheduled meetings of the Board and its committees held during the financial year and the attendance of individual directors is
shown below. Whenever possible all directors attend the AGM.
Board
Audit and
Risk Committee
Nomination and
Remuneration
Committee
Management
Engagement
Committee
Alexa Coates 5/5 3/3 2/2 2/2
Kate Cornish-Bowden 5/5 3/3 2/2 2/2
Isabel Liu 5/5 3/3 2/2 2/2
Paul Meader 5/5 3/3 2/2 2/2
Nick Winsor 5/5 3/3 2/2 2/2
Directors’ and officers’ liability insurance and indemnities
Directors’ and officers’ liability insurance cover was in place in respect of the directors throughout the year under review. The Company provides
an indemnity to each director to the extent permitted by Guernsey law whereby the Company is able to indemnify such director against any
liability incurred in proceedings in which the director is successful, and for costs in defending a claim brought against the director for breach of
duty where the director acted honestly and reasonably.
By order of the Board
Alexa Coates
Director
8 November 2023
Schroder Oriental Income Fund Limited 35
Audit and Risk Committee Report
Strategic report
Governance Financial
Introduction
Other information (unaudited)
Risk
management
Internal
controls
Review of
external
auditors and
their work
Interim and
annual
report
Accounting
policies and
judgements
The responsibilities and work carried out by the Audit and Risk Committee during the year under review are set out in the following report.
The duties and responsibilities of the committee, which include monitoring the integrity of the Company’s financial reporting and internal
controls, are set out in further detail below, and may be found in the terms of reference which are set out on the Company’s webpages,
www.schroders.co.uk/orientalincome.
All directors are members of the committee. Alexa Coates is the chair of the committee. The Board has satisfied itself that at least one of the
committee’s members has recent and relevant financial experience and that the committee as a whole has competence relevant to the sector
in which the company operates. The AIC Code permits the Chairman of the Board to be a member of the audit committee of an investment
trust. Recognising Paul Meader’s significant experience, it is considered appropriate for the Chairman to be a member of the Audit and Risk
Committee.
Approach
The committee’s key roles and responsibilities are set out below.
Risks and Internal Controls Financial Reporting Audit
Principal risks
To establish a process for identifying,
assessing, managing and monitoring
emerging and principal risks of the Company.
Accounting policies
To oversee the accounting policies adopted
by the Company.
Audit results
To discuss any matters arising from the
audit and recommendations made by the
auditors.
Risks and uncertainties
To ensure a robust assessment of the
Company’s emerging and principal risks
and procedures are in place to identify
emerging risks, and an explanation of how
these are being managed or mitigated.
Financial statements
To monitor the integrity of the nancial
statements of the Company and any formal
announcements relating to the Company’s
nancial performance and valuation. To
review the annual and half year reports
and to advise the Board on whether
the annual report is fair, balanced and
understandable.
The Financial Reporting Council carried out
a review of the company’s annual report
and accounts for the year ended 31 August
2022 in accordance with Part 2 of the FRC
Corporate Reporting Review Operating
Procedures
1
. There were no ndings or
matters brought to the attention of the
Board as a result of this review.
Auditors‘ appointment, independence
and performance
To make recommendations to the
Board, in relation to the appointment,
re‑appointment, eectiveness and removal
of the external auditors, to review their
independence, and to approve their
remuneration and terms of engagement.
Reviewing the audit plan and engagement
letter. Formulating policies on non audit
services.
Internal controls
To keep under review the adequacy and
eectiveness of the Company’s systems
of internal control and risk management,
and review the annual report disclosures
relating to this. To monitor the Company’s
accounting and nancial internal
control systems, and to consider the
appropriateness of having an internal
auditor.
Going concern
To review the position and make
recommendations to the Board in relation
to whether it considers it appropriate
to adopt the going concern basis of
accounting in preparing its annual and
half‑yearly nancial statements.
The table overleaf sets out how the committee discharged its duties during the year. The committee met three times during the year. Further
details on attendance can be found on page 34. An evaluation of the committee’s effectiveness and review of its terms of reference were
completed during the year.
1 The Financial Reporting Council has asked us to draw readers’ attention to the fact that the review was based solely on the annual report and accounts and did
not benefit from detailed knowledge of the Company’s business or an understanding of the underlying transactions entered into. It was, however, conducted by
staff of the FRC who have an understanding of the relevant legal and accounting framework.
36 Schroder Oriental Income Fund Limited
Audit and Risk Committee Report
continued
Application during the year
Risks and Internal Controls Financial Reporting Audit
Principal and emerging risks
Reviewed the principal and emerging risks
faced by the Company and the systems,
processes and oversight in place to
manage and mitigate them.
Valuation and existence of holdings
Ensured that portfolio holdings and
assurance reports were reviewed by the
Board.
Meetings with the auditors
Met the auditors without representatives
of the Manager present. Representatives
of the auditors attended the committee
meeting at which the draft annual report
and accounts were considered.
Internal controls and risk mitigation
Consideration of several key aspects of
internal control and risk management
operating within the Manager, depositary
and registrar, including assurance reports.
Calculation of the investment
management fee and performance fee
Consideration of the methodology
used to calculate the fees, matched
against the criteria set out in the AIFM
agreement.
Auditors’ independence
PricewaterhouseCoopers CI LLP were
appointed as auditors on 25 May 2018. The
auditors are required to rotate the senior
statutory auditor every ve years. There are
no contractual obligations restricting the
choice of external auditors.
Following the company becoming tax
resident in the UK on 1 September 2020,
PricewaterhouseCoopers CI LLP resigned
& PricewaterhouseCoopers LLP was
appointed as auditors to the company to
enable a smoother more ecient audit
process and therefore reduce costs to
Shareholders.
The Company is compliant with the
provisions of the September 2014
Competition and Markets Authority Order,
which requires that FTSE 350 companies
put their audit out to tender at least every
ten years.
Service provider control reviews
Reviewed the operational controls
maintained by the Manager, depositary
and registrar in July 2023 at an annual
review meeting. Received quarterly reports
covering the operation of the service
providers.
Recognition of investment income
Considered dividends received against
forecast and the allocation of special
dividends to income or capital.
Effectiveness of the independent audit
process and auditors performance
Evaluated the eectiveness of the
independent audit rm and process prior
to making a recommendation that it should
be re-appointed at the forthcoming AGM.
Evaluated the auditors’ performance against
agreed criteria including: qualication;
knowledge, expertise and resources;
independence policies; eectiveness of
audit planning; adherence to auditing
standards; and overall competence;
alongside feedback from the Manager on
the audit process. Assessed all relationships
with the auditors and received conrmation
from the auditors that they remained
independent and that it had implemented
policies and procedures to meet the
requirements of the Auditing Practices
Board’s Ethical Standards. The Committee
is therefore satised that the auditors are
independent. Professional scepticism of the
auditors was questioned and the committee
was satised with the auditors’ replies.
Schroder Oriental Income Fund Limited 37
Strategic report
Governance Financial
Introduction
Other information (unaudited)
Significant issues that the committee considered in relation to the financial statements, and how these issues were addressed, are outlined
below.
Application during the year
Risks and Internal Controls Financial Reporting Audit
Compliance with the investment
trust qualifying rules in S1158 of the
Corporation Tax Act 2010
Consideration of the Manager’s report
conrming compliance.
Overall accuracy of the annual report
and accounts
Consideration of the draft annual report
and accounts and the letter from the
Manager in support of the letter of
representation to the auditors.
Audit results
Met with and reviewed a comprehensive
report from the auditors which detailed
the results of the audit, compliance with
regulatory requirements, safeguards that
have been established, and on their own
internal quality control procedures.
Internal audit
Considered the need for an internal audit
function and concluded that this would not
be appropriate, given the Company’s size
and outsourced business model.
Fair, balanced and understandable
Reviewed the annual report and accounts
to ensure that it was fair, balanced and
understandable.
Provision of non-audit services by the
auditors
The committee has reviewed the FRC’s
Guidance on Audit Committees and has
formulated a policy on the provision of non-
audit services by the Company’s auditors.
The committee has determined that the
Company’s appointed auditors will not
be considered for the provision of certain
non-audit services, such as accounting and
preparation of the nancial statements,
internal audit and custody. The auditors
may, if required, provide other non-audit
services which will be judged on a case-by-
case basis.
The auditors did not provide any non audit
services to the Company during the year.
Going concern and viability
Reviewed the impact of risks on going
concern and longer-term viability, as
described further on pages 26 and 27.
Consent to continue as auditors
PricewaterhouseCoopers LLP has indicated
to the committee their willingness to
continue to act as auditors.
Recommendations made to, and approved by, the Board:
As a result of the work performed, the committee has concluded that the annual report for the year ended 31 August 2023, taken as a
whole, is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Company’s position,
performance, business model and strategy, and has reported on these findings to the Board. The Board’s conclusions in this respect are
set out in the Statement of Directors’ Responsibilities on page 44.
Having reviewed the performance of the auditors as described above, the committee considered it appropriate to recommend the firm’s
re-appointment. Resolutions to re-appoint PricewaterhouseCoopers LLP as auditors to the Company, and to authorise the Directors to
determine their remuneration will be proposed at the AGM.
Alexa Coates
Audit and Risk Committee chair
8 November 2023
38 Schroder Oriental Income Fund Limited
Management Engagement Committee Report
The Management Engagement Committee is responsible for (1) the monitoring and oversight of the Manager’s performance and fees, and
confirming the Manager’s ongoing suitability, and (2) reviewing and assessing the Company’s other service providers, including reviewing
their fees. All directors are members of the committee. Paul Meader is the chair of the committee. Its terms of reference are available on the
Company’s webpages, www.schroders.co.uk/orientalincome.
Approach
Oversight of the Manager Oversight of other service providers
The committee:
reviews the Manager’s performance, over the short and long
term, against the reference index, peer group and the market;
considers the reporting it has received from the Manager
throughout the year, and the reporting from the Manager to the
Shareholders;
assesses management fees on an absolute and relative basis,
receiving input from the Company’s broker, including peer group
and industry figures, as well as the structure of the fees;
reviews the appropriateness of the Manager’s contract, including
terms such as notice period.
visits the Manager’s Asian and London offices periodically to
meet with relevant investment and controls functions; and
assesses if the Company receives appropriate administrative,
accounting, company secretarial and marketing support from
the Manager.
The committee reviews the performance and competitiveness of
the following service providers on at least an annual basis:
Safekeeping agent
Corporate broker
Registrar
Lender
The committee also receives a report from the Company
Secretary on ancillary service providers, and considers any
recommendations.
The committee noted the Audit and Risk Committee’s review of
the auditors.
Application during the year
The committee met with senior management, as well as
representatives from various business functions supporting the
portfolio manager, including in the Manager’s teams based in
Hong Kong and Taiwan.
The committee undertook a detailed review of the Manager’s
performance and agreed that it has the appropriate depth and
quality of resource to deliver superior returns over the longer
term.
The committee also reviewed the terms of the AIFM agreement
and agreed they remained t for purpose.
The committee conducted a detailed review of each of the
Company’s key service providers, including their anti-modern
slavery, anti-bribery, sustainability, diversity and inclusion policies,
and concluded that their continued appointment was appropriate.
The committee noted that the Audit and Risk Committee had
undertaken a detailed evaluation of the Manager, registrar, and
safekeeping agents’ internal controls.
Recommendations made to, and approved by, the Board:
That the ongoing appointment of the Manager on the terms of the AIFM agreement was in the best interests of Shareholders as a
whole.
That the Company’s service providers’ performance remained satisfactory.
Schroder Oriental Income Fund Limited 39
Nomination and Remuneration Committee Report
Strategic report
Governance Financial
Introduction
Other information (unaudited)
Selection
Annual
review of
succession
policy
Annual
evaluation
Application
of succession
policy
Induction
The Nomination and Remuneration Committee is responsible for (1) the recruitment, selection, induction and remuneration of all directors,
(2) their assessment during their tenure, and (3) the Board’s succession. All directors are members of the committee. Nick Winsor is the chair of
the committee. Its terms of reference are available on the Company’s webpages, www.schroders.co.uk/orientalincome.
Approach
Selection and induction Board evaluation and directors’ fees Succession
Committee prepares a job specification
for each role. Proposals are sought
from independent search firms, which
are evaluated by the Board and a firm
selected.
Such a specification is prepared for the
chairman and the chairs of committees,
the committee also considers current
board members.
Job specification outlines the knowledge,
professional skills, personal qualities and
experience requirements.
A search firm sources a long list of
potential candidates, who are assessed
against the job specification.
Committee discusses the long list, invites
a number of candidates for interview
and makes a recommendation to the
Board.
Committee reviews the induction and
training of new directors.
Committee assesses each director
annually.
Evaluation focuses on whether each
director continues to demonstrate
commitment to their role and provides
a valuable contribution to the Board
during the year, taking into account time
commitment, independence, conflicts
and training needs.
Following the evaluation, the committee
provides a recommendation to
Shareholders with respect to the annual
re-election of directors at the AGM.
Committee reviews directors’ fees,
taking into account comparative data
and reports to Shareholders in the
remuneration report.
Proposed changes to the remuneration
policy for directors are discussed and
then reported to Shareholders.
The Board’s succession policy is that
directors’ tenure will be for no longer
than nine years, except in exceptional
circumstances, and that each director
will be subject to annual re-election at
AGMs.
Committee reviews the Board’s current
and future needs at least annually.
Should any need be identified, the
committee will initiate the selection
process.
Committee oversees the handover
process for retiring directors.
For application see page 40
40 Schroder Oriental Income Fund Limited
Nomination and Remuneration Committee Report
continued
Application during the year
Selection and induction
Board evaluation and directors’
fees Succession
In anticipation of Ms Kate Cornish
Bowden’s departure, the committee
discussed the need to appoint a suitable
replacement.
A skills matrix for the Board was
reviewed and a job specification was
agreed for the role.
Search firms were approached to
provide suitable proposals.
The Board evaluation, including
evaluation of its committees, was
undertaken between April and
August 2023.
The committee also reviewed each
director’s time commitment and
independence by reviewing a complete
list of appointments, including pro bono
not for profit roles, to ensure that each
director remained free from conflict and
had sufficient time available to discharge
each of their duties effectively.
The committee considered each
director’s contributions, and noted that
in addition to extensive experience
as professionals and non-executive
directors, each director had valuable
skills and experience, as detailed in their
biographies on pages 30 and 31.
All directors were considered to
be independent in character and
judgement.
Based on its assessment, the committee
provided individual recommendations
for each directors’ re-election.
The committee reviewed directors’
fees, using external benchmarking, and
recommended an increase in directors’
fees, as detailed in the remuneration
report.
The committee reviewed the succession
policy and agreed it was still fit for
purpose.
As announced by the Company on
3 August 2023, Ms Kate Cornish
Bowden has advised the Board that
she will resign on 17 November as
a director of the Company prior to
Schroders’ appointment as the AIFM of
International Biotechnology Trust plc,
of which she is Chair. The Board has
initiated a selection process.
Recommendations made to, and approved by, the Board:
That all directors continue to demonstrate commitment to their roles, provide a valuable contribution to the deliberations of the Board,
contribute towards the Company’s long-term success, and remain free from conflicts with the Company and its directors, so should all
be recommended for re-election by Shareholders at the AGM, noting that Ms Cornish-Bowden has advised the Board that she does
not intend to stand for re-election.
That directors’ fees per annum be increased to the following levels effective from 1 September 2023: chairman £50,000, Audit and Risk
Committee chair: £45,000 and other directors: £40,000, with the senior independent director to receive an additional £2,000.
Schroder Oriental Income Fund Limited 41
Directors’ Remuneration Report
Strategic report
Governance Financial
Introduction
Other information (unaudited)
Introduction
The following remuneration policy is currently in force and is subject
to a binding vote every three years. The next vote will take place at
the forthcoming AGM and the current policy provisions will apply
until that date. The below directors’ annual report on remuneration is
subject to an annual advisory vote. An ordinary resolution to approve
this report will be put to Shareholders at the forthcoming AGM.
At the AGM held on 11 December 2020 when the policy was last
voted on by Shareholders, 99.69% of the votes cast (including
votes cast at the chairman’s discretion) in respect of approval of
the directors’ remuneration policy were in favour, while 0.31% were
against. 112,388 votes were withheld.
At the AGM held on 6 December 2022, 99.81% of the votes cast
(including votes cast at the chairman’s discretion) in respect of
approval of the directors’ remuneration report for the year ended
31 August 2022 were in favour, while 0.17% were against. 33,468
votes were withheld.
Directors’ remuneration policy
The determination of the directors’ fees is a matter dealt with by the
Nomination and Remuneration Committee and the Board.
It is the Nomination and Remuneration Committee’s policy to
determine the level of directors’ remuneration having regard to
amounts payable to non-executive directors in the industry generally,
the role that individual directors fulfil in respect of Board and
committee responsibilities, and time committed to the Company’s
affairs, taking into account the aggregate limit of fees set out in the
Company’s articles of incorporation (currently £300,000). Any increase
in the level set out therein requires approval by the Board and the
Company’s Shareholders.
The chairman of the Board, the chair of the Audit and Risk Committee,
and the senior independent director each receives fees at a higher
rate than the other directors to reflect their additional responsibilities.
The fees payable to directors are not performance related. They are
set at a level to recruit and retain individuals of sufficient calibre,
with the level of knowledge, experience and expertise necessary to
promote the success of the Company in reaching its short and long-
term strategic objectives.
The Board and its committees exclusively comprise non-executive
directors. No director past or present has an entitlement to a pension
from the Company, and the Company has not, and does not intend
to, operate a share scheme for directors or to award any share
options or long-term performance incentives to any director. No
director has a service contract with the Company, although directors
have a letter of appointment. Directors do not receive exit payments
and are not provided with any compensation for loss of office. No
other payments are made to directors other than the reimbursement
of reasonable out-of-pocket expenses incurred in attending to the
Company’s business.
Implementation of policy
The terms of directors’ letters of appointment are available for
inspection at the Company’s registered office address during normal
business hours and during the AGM at the location of such meeting.
The Board did not seek the views of Shareholders in setting this
remuneration policy. Any comments on the remuneration policy
received from Shareholders would be considered on a case-by-case
basis.
As the Company does not have any employees, no employee pay
and employment conditions were taken into account when setting
this remuneration policy and no employees were consulted in its
construction.
Directors’ fees are reviewed annually and take into account research
from third parties on the fee levels of directors of peer group
companies, as well as industry norms and factors affecting the time
commitment expected of the directors. New directors are subject to
the provisions set out in this remuneration policy.
Directors’ annual report on remuneration
This report sets out how the remuneration policy was implemented
during the year ended 31 August 2023.
42 Schroder Oriental Income Fund Limited
Directors’ Remuneration Report
continued
Remuneration Report for the year ended 31August 2023
Fees paid to directors
The following amounts were paid by the Company to directors for their services in respect of the year ended 31 August 2023 and the preceding
financial year. Directors’ remuneration is all fixed; they do not receive any variable remuneration. The performance of the Company over the
financial year is presented on page 13.
Fees Taxable benets
1
Total Change over year ended 31 August
Director
2023
£
2022
£
2023
£
2022
£
2023
£
2022
£
2023
%
2022
%
2021
%
Paul Meader 47,000 45,000 2,254 3,127 49,254 48,127 2.3 13.9 20.7
Alexa Coates 42,000 40,000 119 563 42,119 40,563 3.8 1.4 0.0
Kate Cornish-Bowden 37,000 35,000 109 467 37,109 35,467 4.6 1.3 0.0
lsabel Liu
2
37,000 28,839 275 356 37,275 29,195 27.7 n/a n/a
Nick Winsor 37,000 35,000 109 467 37,109 35,467 4.6 1.3 n/a
Total 200,000 183,839 2,866 4,980 202,866 188,819
1 Comprise amounts reimbursed for expenses incurred in carrying out business for the Company, and which have been grossed up to include PAYE and NI
contributions.
2 Appointed as a director on 4 November 2021.
The information in the above table has been audited.
Consideration of matters relating to directors’ remuneration
Directors’ remuneration was last reviewed by the Board in July 2023. The members of the Board at the time that remuneration levels were
considered were as set out on pages 30 to 31. Information on fees paid to directors of investment trusts managed by Schroders and peer
group companies provided by the Manager and corporate broker was taken into consideration.
Following annual review, the Board agreed that fees should be increased with effect from 1 September 2023 to the following
levels: chairman: £50,000, Audit and Risk Committee chair: £45,000, the senior independent director: £42,000, and other directors: £40,000.
Directors’ fees were last increased from 1 September 2022. The Board will continue to review fee levels on an annual basis.
10year performance of the share price total return versus the MSCI All Countries Pacific
exJapan Index, with net dividends reinvested, in sterling terms
3
80.0
100.0
120.0
140.0
160.0
180.0
200.0
220.0
240.0
260.0
280.0
300.0
Aug-13 Aug-14 Aug-15 Aug-16 Aug-17 Aug-18 Aug-19Aug-20Aug-21Aug-22 Aug-23
Share price total return
MSCI All Countries Pacific ex Japan Index with net
dividends reinvested, sterling adjusted
3
Source: Morningstar. Rebased to 100 at 31 August 2012. The MSCI All Countries Pacific ex Japan Index with net dividends reinvested, sterling adjusted, has been
chosen as an appropriate comparison, as it comprises companies within the Company’s primary investment objective.
Schroder Oriental Income Fund Limited 43
Strategic report
Governance Financial
Introduction
Other information (unaudited)
Expenditure by the Company on remuneration and distributions to Shareholders
The table below compares the remuneration payable to directors to distributions paid to Shareholders during the year under review and the
prior financial year. In considering these figures, Shareholders should take into account the Company’s investment objective.
Year ended
31 August
2023
Year ended
31 August
2022 Change
£000 £000 %
Remuneration payable to Directors 203 189 +7.4
Distributions paid to Shareholders:
Dividends 29,901 27,968
Share buybacks 20,022 17,172
Total distributions paid to Shareholders 49,923 45,140 +10.6
Directors’ share interests
The Company’s articles of incorporation do not require directors to own shares in the Company. The interests of directors, including those of
connected persons, at the beginning and end of the financial year under review are set out below.
Ordinary
shares
of 1p each
31 August
2023
Ordinary
shares
of 1p each
31 August
2022
Paul Meader 11,000 11,000
Alexa Coates 10,000 10,000
Kate Cornish-Bowden 29,000 24,780
Nick Winsor 20,000 20,000
Isabel Liu 17,386 8,918
The information in the above table has been audited. Since the year end, the shares held by Isabel Liu, including those of connected persons,
has increased to 18,634.
Alexa Coates
Director
8 November 2023
44 Schroder Oriental Income Fund Limited
Statement of Directors’ Responsibilities
in respect of the Annual Report and Accounts
The directors are responsible for preparing the financial statements
in accordance with applicable Guernsey law and generally accepted
accounting principles.
Guernsey company law requires the directors to prepare financial
statements for each financial year which give a true and fair view of
the state of affairs of the Company and of the profit or loss of the
Company for that period. In preparing these financial statements, the
directors should:
select suitable accounting policies, and apply them consistently;
present information, including accounting policies, in a manner
that provides relevant, reliable, comparable and understandable
information;
provide additional disclosures when compliance with the specific
requirements in International Financial Reporting Standards
(“IFRS”) as adopted by the European Union is insufficient to
enable users to understand the impact of particular transactions,
other events and conditions on the entity’s financial position and
financial performance;
state that the Company has complied with IFRS as adopted by 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 Company will
continue in business; and
make judgements and estimates that are reasonable and
prudent.
The directors are responsible for keeping proper accounting records
that disclose with reasonable accuracy at any time the financial
position of the Company and enable them to ensure that the financial
statements comply with The Companies (Guernsey) Law, 2008 (as
amended). They are also responsible for safeguarding the assets
of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Directors’ Statement
Each of the directors, whose names and functions are listed on pages
30 and 31, confirms that, to the best of their knowledge:
the financial statements, which have been prepared in accordance
with IFRS as adopted by the European Union and with The
Companies (Guernsey) Law, 2008 (as amended) and in accordance
with the requirements set out above, and give a true and fair view
of the assets, liabilities, financial position and the net return of the
Company;
the Strategic Review includes a fair review of the development and
performance of the business and the position of the Company,
together with a description of the principal risks and uncertainties
that it faces; and
the Annual Report and Accounts, taken as a whole, are fair,
balanced and understandable and provide the information
necessary for Shareholders to assess the Company’s position and
performance, business model and strategy.
So far as each of the directors are aware, there is no relevant audit
information of which the Company’s auditors are unaware, and each
director has taken all the steps that he or she ought to have taken as
a director in order to make himself or herself aware of any relevant
audit information and to establish that the Company’s auditors is
aware of that information.
On behalf of the Board
Alexa Coates
Director
8 November 2023
45
Financial
Financial
Independent Auditors’ Report 46
Statement of Comprehensive Income 52
Statement of Changes in Equity 53
Balance sheet 54
Cash ow statement 55
Notes to the Accounts 56
45
Independent AuditorsReport
to the members of Schroder Oriental Income Fund Limited
Schroder Oriental Income Fund Limited46
Report on the audit of the financial statements
Opinion
In our opinion, Schroder Oriental Income Fund Limited’s financial statements:
give a true and fair view of the state of the company’s affairs as at 31 August 2023 and of its loss and cash flows for the year then ended;
have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union;
and
have been prepared in accordance with the requirements of The Companies (Guernsey) Law, 2008 (as amended).
We have audited the financial statements, included within the Annual report and accounts (the “Annual Report”), which comprise: Balance
Sheet as at 31 August 2023; Statement of Comprehensive Income, Statement of Changes in Equity and Cash Flow Statement for the year
then ended; and the notes to the financial statements, which include a description of the significant accounting policies.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities
under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, which includes the Financial Reporting Council’s (“FRC”) Ethical Standard, as applicable to listed public interest entities
in accordance with the requirements of the Crown Dependencies’ Audit Rules and Guidance for market-traded companies, and we have
fulfilled our other ethical responsibilities in accordance with these requirements.
Our audit approach
Overview
Audit scope
The company is a standalone authorised, closed ended investment company registered in the Bailiwick of Guernsey with its shares listed
on the main market of the London Stock Exchange.
The company engages Schroder Unit Trusts Limited (the “Manager”) to manage the company’s assets.
The company engages HSBC Bank plc (the “Custodian”) to carry out duties of safekeeping and cashflow monitoring agent.
We conducted our audit using information provided by the Manager and Schroder Investment Management Limited (the “Investment
Manager”), as well as HSBC Securities Services (“HSS”) to whom the Manager has delegated the provision of certain administrative
functions.
We tailored the scope of our audit taking into account the types of investments within the company, the involvement of the third parties
referred to above, the accounting processes and controls, and the industry in which the company operates.
We obtained an understanding of the control environment in place at both the Manager and HSS, and adopted a fully substantive testing
approach using reports obtained from HSS.
Key audit matters
Income from and losses on investments
Valuation and existence of investments at fair value through profit or loss
Materiality
Overall materiality: £6,482,000 (2022: £7,241,000) based on 1% of net assets.
Performance materiality: £4,861,000 (2022: £5,430,000).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the 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)
identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit;
Schroder Oriental Income Fund Limited 47
Strategic report
Governance Financial
Introduction
Other information (unaudited)
and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon,
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.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Income from and losses on investments
Refer to the Note 1 Accounting Policies, Note 2 Gains/(losses) on
investments held at fair value through profit or loss, and Note 3
Income.
We focused on the accuracy, occurrence and completeness of
both net capital gains/losses on investments and dividend income.
We assessed the presentation of income in the Statement of
Comprehensive Income in accordance with the requirements of The
Association of Investment Companies’ Statement of Recommended
Practice (the “AIC SORP”).
We assessed and found that the accounting policies implemented
were in accordance with IFRS and the AIC SORP, and that income
(revenue and capital gains and losses on investments) has been
accounted for in accordance with the stated accounting policy.
We understood and assessed the design and implementation of key
controls surrounding income recognition.
Dividend Income
We tested the accuracy of all dividend receipts by agreeing the
dividend rates for investments to independent market data.
We tested occurrence by testing that all dividends recorded in the
year had been declared in the market by investment holdings, and
we traced a sample of dividends received to bank statements.
To test for completeness, we tested that the appropriate dividends
had been received in the year by reference to independent data of
dividends declared for all dividends during the year.
We tested the allocation and presentation of dividend income
between the revenue and capital return columns of the Statement
of Comprehensive Income in line with the requirements set out
in the AIC SORP by determining the reasons behind dividend
distributions.
Gains/losses on investments at fair value through profit
or loss
The gains/losses on investments held at fair value comprise realised
and unrealised gains/losses. For unrealised gains and losses, we
tested the valuation of the portfolio at the year-end, together with
testing the reconciliation of opening and closing investments,
thereby we have assessed the accuracy of the gains/losses
recorded.
We have also verified the occurrence of the gains/losses through
our testing of the existence of investments.
For realised gains/losses, we tested a sample of disposals by
agreeing the proceeds to bank statements in order to verify the
occurrence of the gain/loss. We re-performed the calculation of a
sample of realised gains/losses in order to assess the accuracy of
the gains/losses recorded.
Based on the audit procedures performed and evidence obtained,
we concluded that income from and losses on investments was not
materially misstated.
Valuation and existence of investments at fair value through
profit or loss
Refer to Note 1 Accounting Policies and Note 10 Investments at fair
value through profit or loss.
The investment portfolio at 31 August 2023 comprised listed
equity investments. We focused on the valuation and existence of
investments because investments represent the principal element of
the net asset value as disclosed in the Balance Sheet in the financial
statements.
We tested the valuation of the listed investments by agreeing the
prices used in the valuation to independent third party sources.
We tested the existence of listed investments by agreeing the
holdings to an independent confirmation from the Custodian, as at
31 August 2023.
No material misstatements were identified from this testing.
Independent AuditorsReport
to the members of Schroder Oriental Income Fund Limited
continued
Schroder Oriental Income Fund Limited48
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a
whole, taking into account the structure of the company, the accounting processes and controls, and the industry in which it operates.
The company is a standalone authorised, closed ended investment company that has outsourced the management and safekeeping of
its assets to Schroders and HSBC respectively. The company’s accounting is delegated to the Administrator who maintains the company’s
accounting records and who has implemented controls over those accounting records. We applied professional judgement to determine the
extent of testing required over each balance in the financial statements and obtained our audit evidence which was substantive in nature
from the manager and the administrator.
The impact of climate risk on our audit
In conducting our audit, we made enquiries of the Directors and the Investment Manager to understand the extent of the potential impact
of climate change risk on the company’s financial statements. The Directors and Investment Manager concluded that the impact on the
measurement and disclosures within the financial statements is not material because the company’s investment portfolio is made up of
level 1 quoted securities which are valued at fair value based on market prices. We found this to be consistent with our understanding of the
company’s investment activities. We also considered the consistency of the climate change disclosures included in the Strategic Report with
the financial statements and our knowledge from our audit.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together
with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on
the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate
on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Overall company materiality £6,482,000 (2022: £7,241,000).
How we determined it Approximately 1% of net assets
Rationale for benchmark applied We believe that net assets is the primary measure used by the
shareholders in assessing the performance of the entity, and is a
generally accepted auditing benchmark. This benchmark provides
an appropriate and consistent year on year basis for our audit.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected
misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the
nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our
performance materiality was 75% (2022: 75%) of overall materiality, amounting to £4,861,000 (2022: £5,430,000) for the company financial
statements.
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and
aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was appropriate.
We agreed with those charged with governance that we would report to them misstatements identified during our audit above £324,000
(2022: £362,000) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the company’s ability to continue to adopt the going concern basis of accounting included:
evaluating the directors’ updated risk assessment and considering whether it addressed relevant threats;
evaluating the directors’ assessment of potential operational impacts, considering their consistency with other available information and
our understanding of the business and assessed the potential impact on the financial statements;
reviewing the directors’ assessment of the company’s financial position in the context of its ability to meet future expected operating
expenses and debt repayments, their assessment of liquidity as well as their review of the operational resilience of the company and
oversight of key third-party service providers;
assessing the premium/discount at which the company’s share price trades compared to the net asset value per share; and
assessing the implication of significant reductions in Net Asset Value (NAV) as a result of market performance on the ongoing ability of
the company to operate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
Schroder Oriental Income Fund Limited 49
Strategic report
Governance Financial
Introduction
Other information (unaudited)
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.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company’s ability to
continue as a going concern.
In relation to the directors’ reporting on how they have 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.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report
thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other
information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form
of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to
be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures
to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If,
based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to
report that fact. We have nothing to report based on these responsibilities.
Corporate governance statement
ISAs (UK) require us to review the directors’ statements in relation to going concern, longer-term viability and that part of the corporate
governance statement relating to the company’s compliance with the provisions of the UK Corporate Governance Code, which the Listing
Rules of the Financial Conduct Authority specify for review by auditors of premium listed companies. Our additional responsibilities with
respect to the corporate governance statement as other information are described in the Reporting on other information section of this
report.
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, and we have nothing material
to add or draw attention to in relation to:
The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an
explanation of how these are being managed or mitigated;
The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of
accounting in preparing them, and their identification of any material uncertainties to the company’s ability to continue to do so over a
period of at least twelve months from the date of approval of the financial statements;
The directors’ explanation as to their assessment of the company’s prospects, the period this assessment covers and why the period is
appropriate; and
The directors’ statement as to whether they have a reasonable expectation that the company will be able to continue in operation and
meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary
qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the company was substantially less in scope than an audit and
only consisted of making inquiries and considering the directors’ process supporting their statement; checking that the statement is in
alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with the
financial statements and our knowledge and understanding of the company and its environment obtained in the course of the audit.
In addition, 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 that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the
information necessary for the members to assess the company’s position, performance, business model and strategy;
The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and
The section of the Annual Report describing the work of the Audit and Risk Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the company’s compliance with
the Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review by the
auditors.
Independent AuditorsReport
to the members of Schroder Oriental Income Fund Limited
continued
Schroder Oriental Income Fund Limited50
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’ Responsibilities in respect of the Annual Report and Accounts, the directors are
responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give
a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either
intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditors’ 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 auditors’ 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.
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.
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations
related to breaches of section 1158 of the Corporation Tax Act 2010, and we considered the extent to which non-compliance might have
a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial
statements such as Section 262 of The Companies (Guernsey) Law, 2008. We evaluated management’s incentives and opportunities for
fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were
related to posting inappropriate journal entries to increase revenue (investment income and capital gains) or to increase net asset value.
Audit procedures performed by the engagement team included:
discussions with the Manager and the Audit and Risk Committee, including specific enquiry of known or suspected instances of non-
compliance with laws and regulation and fraud where applicable;
reviewing relevant meeting minutes, including those of the Audit and Risk Committee;
assessment of the company’s compliance with the requirements of section 1158 of the Corporation Tax Act 2010, including recalculation
of numerical aspects of the eligibility conditions;
identifying and testing journal entries, in particular any material or revenue-impacting manual journal entries posted as part of the
Annual Report preparation process; and
designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance
with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not
detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques.
However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to
target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a
conclusion about the population from which the sample is selected.
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 auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Section 262 of
The Companies (Guernsey) Law, 2008 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any
other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our
prior consent in writing.
Schroder Oriental Income Fund Limited 51
Strategic report
Governance Financial
Introduction
Other information (unaudited)
Other required reporting
The Companies (Guernsey) Law, 2008 exception reporting
Under The Companies (Guernsey) Law, 2008 we are required to report to you if, in our opinion:
we have not obtained all the information and explanations we require for our audit; or
proper accounting records have not been kept by the company; or
the financial statements are not in agreement with the accounting records.
We have no exceptions to report arising from this responsibility.
Colleen Local
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Recognised Auditor
London
8 November 2023
Notes:
a. The maintenance and integrity of the Schroder Oriental Income Fund Limited website is the responsibility of the directors; the work carried out by the
auditor does not involve consideration of these matters and, accordingly, the auditor accepts no responsibility for any changes that may have occurred to
the financial statements since they were initially presented on the website.
b. Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Statement of Comprehensive Income
for the year ended 31August 2023
Schroder Oriental Income Fund Limited52
2023 2022
Note
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Losses on investments at fair value through prot or
loss 2 (55,772) (55,772) (7,810) (7,810)
Net foreign currency gains/(losses) 3,262 3,262 (6,572) (6,572)
Income from investments 3 36,430 386 36,816 39,047 1,448 40,495
Other income 3 142 142 24 24
Total income/(loss) 36,572 (52,124) (15,552) 39,071 (12,934) 26,137
Management fee 4 (1,935) (2,903) (4,838) (1,545) (3,604) (5,149)
Other administrative expenses 5 (1,130) (3) (1,133) (1,114) (4) (1,118)
Prot/(loss)beforenancecostsandtaxation 33,507 (55,030) (21,523) 36,412 (16,542) 19,870
Finance costs 6 (854) (1,280) (2,134) (161) (376) (537)
Prot/(loss)beforetaxation 32,653 (56,310) (23,657) 36,251 (16,918) 19,333
Taxation 7 (2,254) (2,254) (2,146) (2,146)
NetProt/(loss)andtotalcomprehensive
income/(expenses) 30,399 (56,310) (25,911) 34,105 (16,918) 17,187
Earnings/(loss) per share 9 11.81p (21.88) p (10.07) p 12.94p (6.42) p 6.52p
The “Total” column of this statement represents the Company’s Statement of Comprehensive Income, prepared in accordance with IFRS. The
“Revenue and Capital” columns represent supplementary information prepared under guidance set out in the statement of recommended
practice for investment trust companies (the “SORP”) issued by the Association of Investment Companies in July 2022.
The Company does not have any income or expense that is not included in net profit/(loss) for the year. Accordingly the “Net profit/(loss)” for
the year is also the “Total comprehensive income/(expenses)” for the year.
All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued in the
year.
The notes on pages 56 to 70 form an integral part of these accounts.
Statement of Changes in Equity
for the year ended 31August 2023
Schroder Oriental Income Fund Limited 53
Strategic report
Governance Financial
Introduction
Other information (unaudited)
Note
Share
capital
£’000
Treasury
share
reserve
£’000
Capital
redemption
reserve
£’000
Special
reserve
£’000
Capital
reserves
£’000
Revenue
reserve
£’000
Total
£’000
At 31 August 2021 234,347 (9,500) 39 150,374 345,929 30,230 751,419
Repurchase of ordinary shares into
treasury (16,491) (16,491)
Net (loss) /prot and total comprehensive
income/(expenses) (16,918) 34,105 17,187
Dividends paid in the year 8 (27,968) (27,968)
At 31 August 2022 234,347 (25,991) 39 150,374 329,011 36,367 724,147
Issue of ordinary shares
Repurchase of ordinary shares into
treasury (20,127) (20,127)
Net (loss) /prot and total comprehensive
income/(expenses) (56,310) 30,399 (25,911)
Dividends paid in the year 8 (29,901) (29,901)
At 31 August 2023 234,347 (46,118) 39 150,374 272,701 36,865 648,208
The notes on pages 56 to 70 form an integral part of these accounts.
Balance Sheet
at 31 August 2023
Schroder Oriental Income Fund Limited54
Note
2023
£’000
2022
£’000
Non current assets
Investments at fair value through prot or loss 10 676,323 750,372
Current assets 11
Receivables 4,271 4,355
Cash and cash equivalents 11,000 14,155
15,271 18,510
Total assets 691,594 768,882
Current liabilities
Payables 12 (43,386) (44,735)
Net assets 648,208 724,147
Equity attributable to equity holders
Share capital 13 234,347 234,347
Treasury share reserve 14 (46,118) (25,991)
Capital redemption reserve 14 39 39
Special reserve 14 150,374 150,374
Capital reserves 14 272,701 329,011
Revenue reserve 14 36,865 36,367
Total equity Shareholders’ funds 648,208 724,147
Net asset value per share 15 256.01p 277.24p
The financial statements on pages 52 to 55 were approved by the Board of Directors on 8 November 2023 and signed on its behalf by:
Alexa Coates
Director
The notes on pages 56 to 70 form an integral part of these accounts.
Registered in Guernsey as a public company limited by shares
Company registration number: 43298
Cash Flow Statement
for the year ended 31August 2023
Schroder Oriental Income Fund Limited 55
Strategic report
Governance Financial
Introduction
Other information (unaudited)
2023
£’000
2022
£’000
Operating activities
(Loss) /prot before nance costs and taxation (21,523) 19,870
Add back net foreign currency (gains) /losses (3,262) 6,572
Losses on investments at fair value through prot or loss 55,772 7,810
Net sales of investments at fair value through prot or loss 20,161 16,211
Decrease in receivables 274 1,032
Increase/(decrease) in payables 10 (5,676)
Overseas taxation paid (2,247) (2,229)
Netcashinowfromoperatingactivitiesbeforeinterest 49,185 43,590
Interest paid (2,168) (509)
Netcashinowfromoperatingactivities 47,017 43,081
Financing activities
Repurchase of ordinary shares into treasury (20,022) (17,172)
Dividends paid (29,901) (27,968)
Net cash outowfromnancingactivities (49,923) (45,140)
Decrease in cash and cash equivalents (2,906) (2,059)
Cash and cash equivalents at the start of the year 14,155 16,147
Eect of foreign exchange rates on cash and cash equivalents (249) 67
Cash and cash equivalents at the end of the year 11,000 14,155
Dividends received during the year amounted to £37,004,000 (2022: £41,682,000) and bond and deposit interest receipts amounted to
£117,000 (2022: £15,000) .
The notes on pages 56 to 70 form an integral part of these accounts.
Notes to the accounts
for the year ended 31 August 2023
Schroder Oriental Income Fund Limited56
1. Accounting Policies
(a) Basis of accounting
The financial statements have been prepared in accordance with The Companies Guernsey Law 2008 and International Financial Reporting
Standards (“IFRS”) , which comprise standards and interpretations approved by the International Accounting Standards Board (“IASB”) ,
together with interpretations of International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards
Board (“IASB”) as adopted by the European Union.
Where consistent with the requirements of IFRS, the directors have sought to prepare the accounts on a basis compliant with presentational
guidance set out in the statement of recommended practice for investment trust companies (the “SORP”) issued by the Association of
Investment Companies in July 2022.
The policies applied in these financial statements are consistent with those applied in the preceding year.
The Company’s share capital is denominated in sterling and this is the currency in which its Shareholders operate and expenses are
generally paid. The Board has therefore determined that sterling is the functional currency and the currency in which the accounts are
presented. Amounts have been rounded to the nearest thousand.
The financial statements have been prepared on a going concern basis under the historical cost convention, as modified by the revaluation
of investments held at fair value through profit or loss. The directors believe that the Company has adequate resources to continue
operating to 30 November 2024, which is at least 12 months from the date of approval of these accounts. In forming this opinion, the
directors have taken into consideration: the controls and monitoring processes in place; the Company’s level of debt and other payables; the
low level of operating expenses, comprising largely variable costs which would reduce pro rata in the event of a market downturn; and that
the Company’s assets comprise cash and readily realisable securities quoted in active markets. In forming this opinion, the directors have
also considered any potential impact of climate change, inflation, high interest rates and the energy crisis on the viability of the Company.
Further details of directors’ considerations regarding this are given in the Chairman’s Statement, Portfolio Managers’ Review, Going Concern
Statement, Viability Statement and under the Principal and emerging risks heading on page 24.
The principal accounting polices adopted are set out below.
(b) Presentation of the Statement of Comprehensive Income
In order to better reflect the activities of an investment company and in accordance with the recommendations of the SORP, supplementary
information has been presented which analyses items in the Statement of Comprehensive Income between those which are income in
nature and those which are capital in nature.
(c) Investments at fair value through profit or loss
The Company’s business is investing in financial assets with a view to profiting from their total return in the form of income and capital
growth. This portfolio of financial assets is managed and its performance evaluated on a fair value basis, in accordance with a documented
investment objective and information is provided internally on that basis to the Company’s board of directors. Accordingly, investments are
designated upon initial recognition as investments at fair value through profit or loss, and are measured at subsequent reporting dates at
fair value, which are quoted bid market prices for investments traded in active markets.
Investments that are unlisted or not actively traded are valued using a variety of techniques to determine their fair value; all such valuations
are reviewed by both the AIFM’s fair value pricing committee and by the directors.
Investments are recognised and derecognised on the trade date where a purchase or sale is under a contract whose terms require delivery
within a timeframe established by the market concerned.
(d) Accounting for reserves
Gains and losses on sales of investments, including the related foreign exchange gains and losses, are included in the Statement of
Comprehensive Income and in capital reserves within “Gains and losses on sales of investments”. Increases and decreases in the valuation of
investments held at the year end, including the related foreign exchange gains and losses, are included in the Statement of Comprehensive
Income and in capital reserves within “Holding gains and losses on investments”.
Foreign exchange gains and losses on cash and deposit balances are included in the Statement of Comprehensive Income and in capital
reserves within Gains and losses on sales of investments. Unrealised exchange gains and losses on foreign currency loans are included in
the Statement of Comprehensive Income and dealt with in capital reserves within Holding gains and losses on investments.
(e) Repurchases of shares into treasury and subsequent reissues
The cost of repurchasing shares into Treasury is debited to “Treasury share reserve”. The sales proceeds of Treasury shares reissued are
credited back to Treasury share reserve until the debit balance on that reserve is extinguished and thereafter to capital reserves.
Schroder Oriental Income Fund Limited 57
Strategic report
Governance Financial
Introduction
Other information (unaudited)
1. Accounting Policies continued
(f) Income
Dividends receivable from equity shares are included in revenue on an ex-dividend basis except where, in the opinion of the board, the
dividend is capital in nature, in which case it is included in capital.
Income from fixed interest debt securities is recognised using the effective interest method.
Deposit interest outstanding at the year end is calculated and accrued on a time apportionment basis using market rates of interest.
(g) Expenses
All expenses are accounted for on an accruals basis. Expenses are allocated wholly to revenue with the following exceptions:
The management fee is allocated 40% to revenue and 60% to capital in line with the board’s expected long-term split of revenue and
capital return from the Company’s investment portfolio.
Any performance fee is allocated 100% to capital.
Expenses incidental to the purchase or sale of investments are charged to capital. These expenses are commonly referred to as
transaction costs and mainly comprise brokerage commission. Details of transaction costs are given in note 10 on page 61.
(h) Finance costs
Finance costs, including any premiums payable on settlement or redemption and direct issue costs, are accounted for on an accruals basis in
profit or loss using the effective interest method.
Finance cost are allocated 40% to revenue and 60% to capital in line with the board’s expected long-term split of revenue and capital return
from the Company’s investment portfolio.
(i) Other financial assets and liabilities
Cash and cash equivalents may comprise cash and demand deposits which are readily convertible to a known amount of cash and are
subject to insignificant risk of changes in value. Other receivables are non interest bearing, short-term in nature and are accordingly stated
at nominal value as reduced by appropriate allowances for estimated irrecoverable amounts.
Interest bearing bank loans are initially recognised at cost, being the proceeds received net of direct issue costs, and subsequently at
amortised cost.
(j) Taxation
The taxation charge is the total of both current taxation and deferred taxation.
Current taxation comprises of the tax withheld at the source on foreign income, with adjustments for any amounts recoverable under tax
treaties. The taxation is recorded in the revenue section of the Statement of Comprehensive Income, except when it pertains to capital
related items where it will be accounted for in the capital section of the statement.
Deferred taxation represents the taxation liability or asset arising from anticipated variations in the treatment of items for accounting
purposes compared to tax purposes. The calculation is based on tax rates that have been officially approved or are highly likely for the
period when the tax becomes payable. Deferred tax assets are recognised when there is an expectation of having future taxable profits.
(k) Foreign currency
The results and financial position are expressed in sterling. Transactions in currencies other than sterling are recorded at the rates of
exchange prevailing on the dates of the transaction. At each balance sheet date, monetary items and non monetary assets and liabilities
that are denominated in foreign currencies are retranslated at the rates prevailing at 1600 hours on the balance sheet date. Gains or losses
arising on translation are included in net profit or loss for the year and presented as revenue or capital as appropriate.
(l) New and amended accounting standards
At the date of authorisation of these financial statements there are no new or revised Standards or Interpretations, which are in issue but
which are not yet effective, which the board expects to have any significant effect on the Company’s accounts.
(m) Significant accounting judgments, estimates and assumptions
Other than the directors’ assessment of going concern, no significant judgements, estimates or assumptions have been required in the
preparation of these financial statements in accordance with IFRS.
(n) Dividends payable to Shareholders
Interim dividends to Shareholders are recorded in the Financial Statements when paid.
Notes to the accounts
continued
Schroder Oriental Income Fund Limited58
2. Gains/(losses) on investments held at fair value through profit or loss
2023
£’000
2022
£’000
Gains/(losses) on sales of investments based on historic cost 20,618 (923)
Amounts recognised in investment holding losses in the previous year in respect of
investments sold in the year (24,198) (2,532)
Losses on sales of investments based on the carrying value at the previous balance sheet date (3,580) (3,455)
Net movement in investment holding losses (52,192) (4,355)
Losses on investments held at fair value through prot or loss (55,772) (7,810)
3. Income
2023
£’000
2022
£’000
Income from investments:
Overseas dividends 36,430 39,047
Other income:
Deposit interest 142 24
Total income 36,572 39,071
Capital:
Special dividend allocated to capital 386 1,448
4. Management fee
2023 2022
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Management fee 1,935 2,903 4,838 1,545 3,604 5,149
The basis for calculating the investment management fee and any performance fee is set out in the Directors’ Report on pages 32 and 33.
With effect from 1 September 2022, the board determined that the management fee will be allocated 40% to revenue and 60% to capital
in line with the board’s expected long-term split of revenue and capital return from the Company’s investment portfolio. Prior to this date,
these expenses had been allocated 30% to revenue and 70% to capital.
5. Other administrative expenses
2023 2022
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Administration expenses 717 3 720 722 4 726
Directors’ fees 203 203 189 189
Secretarial fee 150 150 150 150
Auditors’ remuneration for audit services
1
60 60 53 53
1,130 3 1,133 1,114 4 1,118
1
No amounts are payable to the auditor for non-audit services
6. Finance costs
2023 2022
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Interest on bank loans and overdrafts 854 1,280 2,134 161 376 537
With effect from 1 September 2022, the board determined that the finance costs will be allocated 40% to revenue and 60% to capital in line
with the board’s expected long-term split of revenue and capital return from the Company’s investment portfolio. Prior to this date, these
expenses had been allocated 30% to revenue and 70% to capital.
Schroder Oriental Income Fund Limited 59
Strategic report
Governance Financial
Introduction
Other information (unaudited)
7. Taxation
(a) Analysis of tax charge for the year
2023 2022
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Irrecoverable overseas tax 2,254 2,254 2,146 2,146
Taxation for the year 2,254 2,254 2,146 2,146
The Company became resident in the United Kingdom for tax taxation purposes, with effect from 1 September 2020. The Company has no
corporation tax liability for the year ended 31 August 2023 (2022: the same) .
(b) Factors affecting tax charge for the year
The tax assessed for the year ended 31 August 2023 is higher (2022: lower) than the Company’s applicable rate of corporation tax for that
year of 21.5% (2022:19%) .
The factors affecting the tax charge for the year are as follows:
2023 2022
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Net return/(loss) before taxation 32,653 (56,310) (23,657) 36,251 (16,918) 19,333
Net return/(loss) before taxation multiplied by
the Company’s applicable rate of corporation
tax for the year of 21.5% (2022:19%)
7,020
(12,107)
(5,087)
6,888
(3,215)
3,673
Eects of:
Capital losses on investments 11,290 11,290 2,732 2,732
Revenue not chargeable to corporation tax (6,917) (83) (7,000) (6,406) (275) (6,681)
Expenses disallowed 1 1 1 1
Unrelieved expenses 899 899 316 316
Marginal Tax Relief (267) 267
Double Tax Relief (103) (103) (215) 174 (41)
Irrecoverable overseas tax 2,254 2,254 2,146 2,146
Taxation for the year 2,254 2,254 2,146 2,146
(c) Deferred taxation
The Company has an unrecognised deferred tax asset of £3,713,000 (2022: £2,745,000) based on a main rate of corporation tax of 25%. In
its 2020 budget, the UK government announced that the main rate of corporation tax would increase to 25% for the fiscal year beginning on
1 April 2023.
The deferred tax asset has arisen due to the excess of deductible expenses over taxable income. Given the composition of the Company’s
portfolio, it is not likely that this asset will be utilised in the foreseeable future and therefore no asset has been recognised in the accounts.
The Company was granted status as an investment trust company by HMRC effective from 1 September 2020, and intends to continue to
meet the conditions required to retain that status. Therefore, no provision has been made for deferred UK capital gains tax on any capital
gains or losses arising on the revaluation or disposal of investments.
Notes to the accounts
continued
Schroder Oriental Income Fund Limited60
8. Dividends
(a) Dividends paid and declared
2023
£’000
2022
£’000
2022 fourth interim dividend of 5.60p (2021: 4.80p) 14,527 12,727
First interim dividend of 2.00p (2022: 1.90p) 5,165 5,013
Second interim dividend of 2.00p (2022: 1.90p) 5,124 4,997
Third interim dividend of 2.00p (2022: 2.00p) 5,085 5,231
Total dividends paid in the year 29,901 27,968
2023
£’000
2022
£’000
Fourth interim dividend declared of 5.80p (2022: 5.60p) 14,685 14,627
Under The Companies (Guernsey) Law 2008, the Company may pay dividends out of both capital and revenue reserves, subject to passing
a solvency test. However all dividends paid and declared to date have been paid, or will be paid, out of revenue profits. The Company has
passed the solvency test for all dividends paid to date.
The fourth interim dividend declared in respect of the year ended 31 August 2022 differs from the amount actually paid due to shares
repurchased and cancelled after the balance sheet date but prior to the share register record date.
(b) Dividends for the purposes of Section 1158 of the Corporation Tax Act 2010 (“Section 1158”)
The Company was granted status as an investment trust company by HMRC effective from 1 September 2020, and intends to continue to
meet the minimum distribution requirements of Section 1158, in order to retain that status. Those requirements are considered on the basis
of dividends declared in respect of the financial year as shown below. The revenue available for distribution by way of dividend for the year is
£30,399,000 (2022: £34,105,000) .
2023
£’000
2022
£’000
First interim dividend of 2.00p (2022: 1.90p) 5,165 5,013
Second interim dividend of 2.00p (2022: 1.90p) 5,124 4,997
Third interim dividend of 2.00p (2022: 2.00p) 5,085 5,231
Fourth interim dividend of 5.80p (2022: 5.60p) 14,685 14,627
Total dividends of 11.80p (2022: 11.40p) 30,059 29,868
9. Earnings/(loss) per share
2023
£’000
2022
£’000
Revenue prot 30,399 34,105
Capital loss (56,310) (16,918)
Total (loss) /prot (25,911) 17,187
Weighted average number of Ordinary shares in issue during the year 257,369,408 263,653,736
Revenue earnings per share 11.81p 12.94p
Capital loss per share (21.88) p (6.42) p
Total (loss) /earnings per share (10.07) p 6.52p
Schroder Oriental Income Fund Limited 61
Strategic report
Governance Financial
Introduction
Other information (unaudited)
10. Investments at fair value through profit or loss
2023
£’000
2022
£’000
Opening book cost 621,849 639,015
Opening investment holding gains 128,523 135,410
Opening fair value 750,372 774,425
Analysis of transactions made during the year
Purchases at cost 124,788 130,731
Sales proceeds (143,065) (146,974)
Losses on investments held at fair value through prot or loss (55,772) (7,810)
Closing fair value 676,323 750,372
Closing book cost 624,190 621,849
Closing investment holding gains 52,133 128,523
Closing fair value 676,323 750,372
All investments are listed on a recognised stock exchange.
The Company received £143,065,000 (2022: £146,974,000) from disposal of investments in the year. The book cost of these investments
when they were purchased was £122,447,000 (2022: £147,897,000) . These 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 following transaction costs, mainly comprising brokerage commissions, were incurred during the year:
2023
£’000
2022
£’000
On acquisitions 114 90
On disposals 221 247
335 337
11. Current assets
Receivables
2023
£’000
2022
£’000
Dividends and interest receivable 3,992 4,207
Securities sold awaiting settlement 199 2
Other receivables 80 146
4,271 4,355
The directors consider that the carrying amount of receivables approximates to their fair value.
Cash and cash equivalents
Cash and cash equivalents comprises bank balances and cash held by the Company, including short-term deposits. The carrying amount of
these represents their fair value. Cash balances in excess of a predetermined amount are placed on short-term deposit at market rates of
interest.
Notes to the accounts
continued
Schroder Oriental Income Fund Limited62
12. Current liabilities
Payables
2023
£’000
2022
£’000
Bank loan 39,459 42,970
Securities purchased awaiting settlement 2,081
Repurchase of ordinary shares into treasury awaiting settlement 367 262
Other payables and accruals 1,479 1,503
43,386 44,735
The bank loan comprises US$50 million drawn down on the Company’s £100 million multicurrency credit facility with the Bank of Nova Scotia.
The facility is secured and drawings are subject to covenants and restrictions which are customary for a facility of this nature and all of these
have been complied with.
Further details of the facility are given in note 20(a) ii on page 67.
The bank loan at the prior year end comprised US$50 million drawn down on the Company’s £100 million multicurrency credit facility with
Bank of Nova Scotia.
13. Share capital
2023
£’000
2022
£’000
Ordinary shares of 1p each, allotted, called-up and fully paid:
Opening balance of 261,203,024 (2022: 267,468,024) shares, excluding shares held in treasury 208,356 224,847
Repurchase of 8,010,000 (2022: 6,265,000) shares into treasury (20,127) (16,491)
Subtotal of 253,193,024 (2022: 261,203,024) shares, excluding shares held in treasury 188,229 208,356
18,040,000 (2022: 10,030,000) shares held in treasury 46,118 25,991
Closing balance of 271,233,024 (2022: 271,233,024) shares 234,347 234,347
The ordinary shares rank pari passu, and each share carries one vote in the event of a poll at a general meeting. The Company has authority
to issue an unlimited number of ordinary shares.
During the year, the Company purchased 8,010,000 of its own shares, nominal value £80,100 to hold in treasury for a total consideration of
£20,127,000 representing 3.1% of the shares outstanding at the beginning of the year. The reason for these share purchases was to seek to
manage the volatility of the share price discount to net asset value per share.
Schroder Oriental Income Fund Limited 63
Strategic report
Governance Financial
Introduction
Other information (unaudited)
14. Reserves
Capital reserves
Share
capital
£’000
Treasury
share
reserve
£’000
Capital
redemption
reserve
£’000
Special
reserve
£’000
Gains and
losses on
sales
of
investments
£’000
Investment
holding
gains and
losses
£’000
Revenue
reserve
£’000
At 1 September 2022 234,347 (25,991) 39 150,374 202,408 126,603 36,367
Losses on sales of investments based on the carrying
value at the previous balance sheet date (3,580)
Movement in investment holding gains and losses (52,192)
Transfer on disposal of investments 24,198 (24,198)
Realised exchange losses on cash and short-term deposits (249)
Exchange gains on foreign currency credit facility 3,511
Repurchase of ordinary shares into treasury (20,127)
Management fee, nance costs and other expenses
charged to capital (4,186)
Dividends allocated to capital 386
Dividends paid in the year (29,901)
Net revenue prot for the year 30,399
At 31 August 2023 234,347 (46,118) 39 150,374 218,977 53,724 36,865
Capital reserves
Share
capital
£’000
Treasury
share
reserve
£’000
Capital
redemption
reserve
£’000
Special
reserve
£’000
Gains and
losses on
sales
of
investments
£’000
Investment
holding
gains and
losses
£’000
Revenue
reserve
£’000
At 1 September 2021 234,347 (9,500) 39 150,374 205,800 140,129 30,230
Losses on sales of investments based on the carrying
value at the previous balance sheet date (3,455)
Movement in investment holding gains and losses (4,355)
Transfer on disposal of investments 2,532 (2,532)
Realised exchange gains on cash and short-term deposits 67
Exchange losses on foreign currency credit facility (6,639)
Repurchase of ordinary shares into treasury (16,491)
Management fee, nance costs and other expenses
charged to capital (3,984)
Dividends allocated to capital 1,448
Dividends paid in the year (27,968)
Net revenue prot for the year 34,105
At 31 August 2022 234,347 (25,991) 39 150,374 202,408 126,603 36,367
Under The Companies (Guernsey) Law 2008, the Company may buy back its own shares, or pay dividends, out of any reserves, subject to
passing a solvency test. This test considers whether, immediately after the payment, the Company’s assets exceed its liabilities and whether it
will be able to pay its debts when they fall due.
15. Net asset value per share
2023 2022
Net assets attributable to Shareholders (£’000) 648,208 724,147
Shares in issue at the year end 253,193,024 261,203,024
Net asset value per share 256.01p 277.24p
16. Contingent liabilities and capital commitments
There were no contingent liabilities or capital commitments at the balance sheet date (2022: none) .
Notes to the accounts
continued
Schroder Oriental Income Fund Limited64
17. Transactions with the Manager
The Company has appointed Schroder Unit Trusts Limited (“the Manager”) , a wholly owned subsidiary of Schroders plc, to provide
investment management, accounting, secretarial and administration services. Details of the management and performance fee agreement
are given in the Directors’ Report on pages 32 and 33. The management fee payable in respect of the year amounted to £4,838,000 (2022:
£5,149,000) , of which £1,148,000 (2022: £1,276,000) was outstanding at the year end. The company secretarial fee payable to the Manager
amounted to £150,000 (2022: £150,000) of which £37,500 (2022: £37,500) was outstanding at the year end. No performance fee is payable in
respect of the year (2022: nil was payable and outstanding at the year end) .
If the Company invests in funds managed or advised by the Manager or any of its associated companies, any fee earned by the Manager
from those funds is deducted from the management fee payable by the Company. There have been no such investments during the current
or comparative year.
18. Related Party transactions
Details of the remuneration payable to Directors are given in the Directors’ Remuneration Report on page 42 and details of directors’
shareholdings are given in the Directors’ Remuneration Report on page 41. Details of transactions with the Manager are given in note 17
above. There have been no other transactions with related parties during the year (2022: nil) .
19. Disclosures regarding financial instruments measured at fair value
The Company’s portfolio of investments, which may comprise investments in equities, equity linked securities, government bonds and
derivatives, are carried in the balance sheet at fair value. Other financial instruments held by the Company may comprise amounts due to or
from brokers, dividends and interest receivable, accruals, cash at bank and drawings on the credit facility.
For these instruments, the balance sheet amount is a reasonable approximation of fair value.
The investments are categorised into a hierarchy comprising the following three levels:
Level 1 – valued using quoted prices in active markets.
Level 2 – valued by reference to valuation techniques using observable inputs other than quoted market prices included within Level 1.
Level 3 – valued by reference to valuation techniques using inputs that are not based on observable market data.
Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value
measurement of the relevant asset.
Details of the valuation techniques used by the Company are given in note 1(c) on page 56.
At 31 August 2023, the Company’s investment portfolio was categorised as follows:
2023
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Investments in equities and equity linked securities 658,116 18,207 676,323
Total 658,116 18,207 676,323
Level 2 investments comprise one holding in Midea Group warrants 08/07/2024. There were no transfers between Levels 1, 2 or 3 during the
year ended 31 August 2023.
2022
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Investments in equities and equity linked securities 730,624 19,748 750,372
Total 730,624 19,748 750,372
Level 2 investments comprise one holding in Midea Group warrants 21/06/2023. There were no transfers between Levels 1, 2 or 3 during the
year ended 31 August 2022.
Schroder Oriental Income Fund Limited 65
Strategic report
Governance Financial
Introduction
Other information (unaudited)
20. Financial instruments’ exposure to risk and risk management policies
The Company’s investment objective is to provide a total return for investors primarily through investments in equities and equity-related
investments, of companies which are based in, or which derive a significant proportion of their revenues from, the Asia Pacific region and
which offer attractive yields. In pursuing this objective, the Company is exposed to a variety of risks that could result in a reduction in the
Company’s net assets. These risks include market risk (comprising currency risk, interest rate risk and market price risk) , liquidity risk and
credit risk. The directors’ policy for managing these risks is set out below. The board coordinates the Company’s risk management policy.
The objectives, policies and processes for managing the risks and the methods used to measure the risks that are set out below, have not
changed from those applying in the comparative year.
The Company’s classes of financial instruments are as follows:
investments in equities and equity-related securities of companies in the Asia Pacific region which are held in accordance with the
Company’s investment objective;
short-term receivables, payables and cash arising directly from its operations; and
a multicurrency credit facility with Bank of Nova Scotia, the purpose of which is to assist in financing the Company’s operations.
(a) Market risk
The fair value or future cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices. This
market risk comprises three elements – currency risk, interest rate risk and market price risk. Information to enable an evaluation of the
nature and extent of these three elements of market risk is given in parts (i) to (iii) of this note, together with sensitivity analysis where
appropriate. The board reviews and agrees policies for managing these risks and these policies have remained unchanged from those
applying in the comparative year. The Manager assesses the exposure to market risk when making each investment decision and monitors
the overall level of market risk on the whole of the investment portfolio on an ongoing basis.
(i) Currency risk
The majority of the Company’s assets, liabilities and income are denominated in currencies other than sterling, which is the Company’s
functional currency and the presentational currency of the accounts. As a result, movements in exchange rates will affect the sterling value
of those items.
Management of currency risk
The Manager monitors the Company’s exposure to foreign currencies and regularly reports to the board. The Manager measures the risk
to the Company of the foreign currency exposure by considering the effect on the Company’s net asset value and income of a movement in
the rates of exchange to which the Company’s assets, liabilities, income and expenses are exposed. The Company may use foreign currency
borrowings or forward foreign currency contracts to limit the exposure to anticipated changes in exchange rates which might otherwise
affect the value of the portfolio of investments.
Income denominated in foreign currencies is converted into sterling on receipt.
Notes to the accounts
continued
Schroder Oriental Income Fund Limited66
20. Financial instruments’ exposure to risk and risk management policies continued
Foreign currency exposure
The fair value of the Company’s monetary items that have foreign currency exposure at 31 August are shown below. The Company’s
investments (which are not monetary items) have been included separately in the analysis so as to show the overall level of exposure.
2023
Japanese
yen
£’000
Hong Kong
dollars
£’000
Australian
dollars
£’000
Singapore
dollars
£’000
Taiwan
dollars
£’000
Thai
baht
£’000
New
Zealand
dollars
£’000
US
dollars
£’000
Other
£’000
Total
£’000
Current assets 991 1,585 1,881 668 143 1,213 493 6,974
Current liabilities (150) (702) (1,380) (39,466) (41,698)
Foreign currency exposure on
net monetary items 841 883 501 668 143 (38,253) 493 (34,724)
Investments at fair value
through prot or loss
1
13,065 135,215 88,660 98,987 123,753 13,888 3,591 18,207 143,375 638,741
Total net foreign currency
exposure 13,065 136,056 89,543 99,488 124,421 14,031 3,591 (20,046) 143,868 604,017
2022
Japanese
yen
£’000
Hong Kong
dollars
£’000
Australian
dollars
£’000
Singapore
dollars
£’000
Taiwan
dollars
£’000
Thai
baht
£’000
New
Zealand
dollars
£’000
US
dollars
£’000
Other
£’000
Total
£’000
Current assets 2 1,075 1,096 459 568 150 16 128 555 4,049
Current liabilities (42,977) (42,977)
Foreign currency exposure on
net monetary items 2 1,075 1,096 459 568 150 16 (42,849) 555 (38,928)
Investments at fair value
through prot or loss
1
9,982 153,099 100,532 116,588 148,905 14,878 4,671 19,749 135,370 703,774
Total net foreign currency
exposure 9,984 154,174 101,628 117,047 149,473 15,028 4,687 (23,100) 135,925 664,846
1
Excluding any stocks priced in sterling.
The above year end amounts are broadly representative of the exposure to foreign currency risk during the current and comparative year.
Foreign currency sensitivity
The following tables illustrate the sensitivity of net profit for the year and net assets with regard to the Company’s monetary financial assets
and financial liabilities and exchange rates. The sensitivity analysis is based on the Company’s monetary currency financial instruments held
at each balance sheet date and assumes a 10% (2022: 10%) appreciation or depreciation in sterling against the currencies to which the
Company is exposed, which is considered to be a reasonable illustration based on the volatility of exchange rates during the year.
If sterling had weakened by 10% this would have had the following effect:
2023
£’000
2022
£’000
Statement of Comprehensive Income – net prot/(loss)
Net revenue prot/(loss) 3,346 3,676
Net capital prot/(loss) (3,562) (3,786)
Net assets (216) (110)
Conversely if sterling had strengthened by 10% this would have had the following effect:
2023
£’000
2022
£’000
Statement of Comprehensive Income – net prot/(loss)
Net revenue prot/(loss) (3,346) (3,676)
Net capital prot/(loss) 3,562 3,786
Net assets 216 110
In the opinion of the directors, the above sensitivity analysis with respect to monetary financial assets and liabilities is broadly representative
of the whole of the current and comparative year. The sensitivity of the Company’s investments to changes in foreign currency exchange
rates is subsumed into market price risk sensitivity on page 68.
Schroder Oriental Income Fund Limited 67
Strategic report
Governance Financial
Introduction
Other information (unaudited)
20. Financial instruments’ exposure to risk and risk management policies continued
(ii) Interest rate risk
Interest rate movements may affect the level of income receivable on cash deposits and the interest payable on variable rate borrowings
when interest rates are re-set.
Management of interest rate risk
Liquidity and borrowings are managed with the aim of increasing returns to Shareholders. The Company’s gearing policy is to limit gearing
to 25% where gearing is defined as borrowings used for investment purposes, less cash, expressed as a percentage of net assets.
The possible effects on cash flows that could arise as a result of changes in interest rates are taken into account when the Company draws
on the credit facility. However, amounts drawn down on this facility are for short-term periods and therefore exposure to interest rate risk is
not significant.
Interest rate exposure
The exposure of financial assets and financial liabilities to floating interest rates, giving cash flow interest rate risk when rates are re-set, is
shown below:
2023
£’000
2022
£’000
Exposure to oating interest rates:
Cash and cash equivalents 11,000 14,155
Other payables: drawings on the credit facility (39,459) (42,970)
Total exposure (28,459) (28,815)
Cash deposits at call, earn interest based on the Sterling Overnight Interest Average (“SONIA”) (2022: SONIA) rates.
The Company has arranged a £100 million credit facility with The Bank of Nova Scotia, effective from 20 July 2023. Interest is payable at the
aggregate of the compounded Risk Free Rate (“RFR”) for the relevant currency and loan period, plus a margin. Amounts are normally drawn
down on the facility for a one month period, at the end of which it may be rolled over or adjusted. At 31 August 2023, the Company had
drawn down US$50.0 million (£39.5 million) for a one month period, at an interest rate of 6.6% per annum.
The above year end amounts are not representative of the exposure to interest rates during the year as the level of cash balances and
drawings on the credit facility have fluctuated. The maximum and minimum net interest rate exposure during the year has been as follows:
2023
£’000
2022
£’000
Maximum interest rate exposure during the year - net debt (36,718) (32,379)
Minimum interest rate exposure during the year - net debt (28,459) (12,713)
Interest rate sensitivity
The following table illustrates the sensitivity of the return after taxation for the year and net assets to a 1.0% (2022: 1.0%) increase or
decrease in interest rates in regards to the Company’s monetary financial assets and financial liabilities. This level of change is considered to
be a reasonable illustration based on observation of current market conditions. The sensitivity analysis is based on the Company’s monetary
financial instruments held at the balance sheet date with all other variables held constant.
2023 2022
1.0% increase
in rate
£’000
1.0% decrease
in rate
£’000
1.0% increase
in rate
£’000
1.0% decrease
in rate
£’000
Statement of Comprehensive Income – net prot
Net revenue prot/(loss) (48) 48 13 (13)
Net capital prot/(loss) (237) 237 (301) 301
Net total prot/(loss) (285) 285 (288) 288
Net assets (285) 285 (288) 288
In the opinion of the Directors, this sensitivity analysis may not be representative of the Company’s future exposure to interest rate changes
due to fluctuations in the level of cash balances and drawings on the credit facility.
Notes to the accounts
continued
Schroder Oriental Income Fund Limited68
20. Financial instruments’ exposure to risk and risk management policies continued
(iii) Market price risk
Market price risk includes changes in market prices which may affect the value of the Company’ investments.
Management of market price risk
The Board meets on at least four occasions each year to consider the asset allocation of the portfolio and the risk associated with particular
industry sectors. The investment management team has responsibility for monitoring the portfolio, which is selected in accordance with the
Company’s investment objective and seeks to ensure that individual stocks meet an acceptable risk/reward profile.
Market price risk exposure
The Company’s total exposure to changes in market prices at 31 August comprised the following:
2023
£’000
2022
£’000
Investments at fair value through prot or loss 676,323 750,372
The above data is broadly representative of the exposure to market price risk during the year.
Concentration of exposure to market price risk
An analysis of the Company’s investments is given on page 12. This shows that the portfolio principally comprises investments quoted on
Asian stock markets. Accordingly there is a concentration of exposure to that region. However it should be noted that an investment may not
be entirely exposed to the economic conditions in its country of domicile or of listing.
Market price risk sensitivity
The following table illustrates the sensitivity of the net profit for the year and net assets to an increase or decrease of 20% (2022: 20%) in
the fair values of the Company’s equities. This level of change is considered to be a reasonable illustration based on observation of current
market conditions. The sensitivity analysis is based on the Company’s equities, adjusting for changes in the management fee, but with all
other variables held constant.
2023 2022
20% increase
in fair value
£’000
20% decrease
in fair value
£’000
20% increase
in fair value
£’000
20% decrease
in fair value
£’000
Statement of Comprehensive Income – net prot/(loss)
Net revenue prot/(loss) (379) 379 (315) 315
Net capital prot/(loss) 134,696 (134,696) 149,339 (149,339)
Net total prot/(loss) for the year and net assets 134,317 (134,317) 149,024 (149,024)
(b) Liquidity risk
This is the risk that the Company will encounter difficulty in meeting its obligations associated with financial liabilities that are settled by
delivering cash or another financial asset.
Management of the risk
Liquidity risk is not significant as the Company’s assets comprise mainly readily realisable securities, which can be sold to meet funding
requirements if necessary. Short-term flexibility is achieved through the use of a credit facility.
The Board’s policy is for the Company to remain fully invested in normal market conditions and that the credit facility be used to manage
working capital requirements and to gear the Company as appropriate.
Liquidity risk exposure
Contractual maturities of financial liabilities, based on the earliest date on which payment can be required are as follows:
Three months
or less
2023
£’000
Three months
or less
2022
£’000
Other payables
Bank loan – including interest 39,680 43,086
Securities purchased awaiting settlement 2,081
Other payables and accruals 1,479 1,469
43,240 44,555
Schroder Oriental Income Fund Limited 69
Strategic report
Governance Financial
Introduction
Other information (unaudited)
20. Financial instruments’ exposure to risk and risk management policies continued
(c) Credit risk
Credit risk is the risk that the failure of the counterparty to a transaction to discharge its obligations under that transaction could result in
loss to the Company.
Management of credit risk
This risk is managed as follows:
Portfolio dealing
The Company invests almost entirely in markets that operate a “Delivery Versus Payment” settlement process which mitigates the risk
of losing the principal of a trade during settlement. The Manager continuously monitors dealing activity to ensure best execution, which
involves measuring various indicators including the quality of trade settlement and incidence of failed trades. Counterparties must be pre-
approved by the Manager’s credit committee.
The Company may sometimes invest in equity linked securities, such as low exercise price options, warrants, participatory notes and
depositary receipts, which provide synthetic equity exposure where the Company may otherwise find it problematic to invest in the
underlying assets directly. They have the same economic risks as a direct investment, except that there is a counterparty risk to the issuing
investment bank. Counterparties must be approved by the Manager’s Credit Risk Team based on a list of criteria and are monitored on an
ongoing basis by Schroders’ Portfolio Compliance Team.
Exposure to the Custodian
The Custodian of the Company’s assets is HSBC Bank plc which has Long-Term Credit Ratings of AA- with Fitch and A1 with Moody’s.
The Company’s investments are held in accounts which are segregated from the Custodian’s own trading assets. If the Custodian were to
become insolvent, the Company’s right of ownership of its investments is clear and they are therefore protected. However the Company’s
cash balances are all deposited with the Custodian as banker and held on the Custodian’s balance sheet. In accordance with usual banking
practice, the Company will rank as a general creditor to the Custodian in respect of cash balances and open currency contracts.
Credit risk exposure
The following amounts shown in the Balance Sheet, represent the maximum exposure to credit risk at the current and comparative year end.
2023 2022
Balance
sheet
£’000
Maximum
exposure
£’000
Balance
sheet
£’000
Maximum
exposure
£’000
Current assets
Receivables – dividends and interest 3,992 3,992 4,207 4,207
Securities sold awaiting settlement 199 199 2 2
Cash and cash equivalents 11,000 11,000 14,155 14,155
15,191 15,191 18,364 18,364
No items included in “Receivables” are past their due date and none have been provided for.
Notes to the accounts
continued
Schroder Oriental Income Fund Limited70
21. Capital management policies and procedures
The Company’s objectives, policies and processes for managing capital are unchanged from the preceding year.
The Company’s debt and capital structure comprises the following:
2023
£’000
2022
£’000
Debt
Bank loan 39,459 42,970
Equity
Share capital 234,347 234,347
Reserves 413,861 489,800
648,208 724,147
Total debt and equity 687,667 767,117
The Company’s capital management objectives are to ensure that it will continue as a going concern and to maximise total return to its
equity Shareholders through an appropriate level of gearing.
The board’s policy is to limit gearing to 25%. Gearing for this purpose is defined as borrowings used for investment purposes, less cash,
expressed as a percentage of net assets.
2023
£’000
2022
£’000
Borrowings used for investment purposes, less cash 28,459 28,815
Net assets 648,208 724,147
Gearing 4.4% 4.0%
The Board, with the assistance of the Manager, monitors and reviews the broad structure of the Company’s capital on an ongoing basis. This
review includes:
the planned level of gearing, which takes into account the Manager’s views on the market;
the need to buy back the Company’s own shares for cancellation or to hold in treasury, which takes into account the share price discount;
the opportunities for issues of new shares or to reissue shares from treasury; and
the amount of dividend to be paid, in excess of that which is required to be distributed.
71
Other
information
(unaudited)
Other Information (unaudited)
Annual General Meeting – Recommendations 72
Notice of Annual General Meeting 73
Explanatory Notes to the Notice of Meeting 74
Definitions of Terms and Performance
Measures 75
Shareholder Information 77
Information about the Company IBC
71
Schroder Oriental Income Fund Limited72
Annual General Meeting – Recommendations
The Annual General Meeting (“AGM”) of the Company will be held
on Monday, 4 December 2023 at 2.00 pm. The formal Notice of
Meeting is set out on page 73.
The following information is important and requires your immediate
attention. If you are in any doubt about the action you should take,
you should consult an independent financial adviser, authorised
under the Financial Services and Markets Act 2000. If you have sold
or transferred all of your ordinary shares in the Company, please
forward this document with its accompanying form of proxy at once
to the purchaser or transferee, or to the stockbroker, bank or other
agent through whom the sale or transfer was effected, for onward
transmission to the purchaser or transferee.
Ordinary business
Resolutions 1 to 9 are all ordinary resolutions. Resolutions 2 and 3
concern the Directors’ Remuneration Policy and Report, on pages
41 to 43.
Resolutions 4 to 7 invite Shareholders to re-elect each of the
directors standing for re-election for another year, following the
recommendations of the Nomination and Remuneration Committee,
set out on pages 39 to 40 (their biographies are set out on pages
30 and 31). Resolutions 8 and 9 concern the re-appointment and
remuneration of the Company’s auditors, discussed in the Audit and
Risk Committee report on pages 35 to 37.
Special business
Resolution10 – approval of the Company’s dividend policy
(ordinary resolution)
In line with corporate governance best practice the Board is putting
the Company’s dividend policy to Shareholders for approval. No
change to the Company’s dividend policy is proposed at this time.
Resolution11 – authority to make market purchases of the
Company’s own shares (special resolution)
At the AGM held on 4 December 2022, the Company was granted
authority to make market purchases of up to 38,886,762 ordinary
shares for cancellation or holding in treasury. 7,955,000 ordinary
shares were bought back under this authority and the Company
therefore has remaining authority to purchase up to 30,931,762
ordinary shares. This authority will expire at the forthcoming AGM.
The directors believe it is in the best interests of the Company and
its Shareholders to have a general authority for the Company to buy
back its ordinary shares in the market as they keep under review the
share price discount to NAV per share and the purchase of ordinary
shares. A special resolution will be proposed at the forthcoming
AGM to give the Company authority to make market purchases of
up to 14.99% of the ordinary shares in issue as at 7 November 2023
(excluding treasury shares). The directors will exercise this authority
only if the directors consider that any purchase would be for the
benefit of the Company and its Shareholders, taking into account
relevant factors and circumstances at the time. Any shares so
purchased would be cancelled or held in treasury for potential
reissue. If renewed, the authority to be given at the 2023 AGM will
lapse at the conclusion of the AGM in 2024 unless renewed, varied
or revoked earlier.
Resolution12 – disapplication of pre-emption rights
(extraordinary resolution)
The directors are seeking authority to allot a limited number of
unissued ordinary shares for cash without first offering them to
existing Shareholders in accordance with statutory pre-emption
procedures.
An extraordinary resolution will be proposed at the forthcoming
AGM to authorise the directors to allot shares up to a maximum
aggregate nominal amount of £250,973 (being 10% of the issued
share capital ex treasury as at 7 November 2023) and to give the
directors authority to allot securities for cash on a non pre-emptive
basis up to a maximum aggregate nominal amount of £250,973
(being 10% of the Company’s issued share capital ex treasury as at
7 November 2023).
The directors do not intend to allot shares pursuant to these
authorities other than to take advantage of opportunities in the
market as they arise and only if they believe it to be advantageous
to the Company’s existing Shareholders to do so and when it should
not result in any dilution of NAV per share. If approved, both of
these authorities will expire at the conclusion of the AGM in 2024
unless renewed, varied or revoked earlier.
Recommendations
The Board considers that the resolutions relating to the above items
of business are in the best interests of Shareholders as a whole.
Accordingly, the Board unanimously recommends to Shareholders
that they vote in favour of the above resolutions and the other
resolutions to be proposed at the forthcoming AGM, as they intend
to do in respect of their own beneficial holdings.
Schroder Oriental Income Fund Limited 73
Strategic report
Governance Financial
Introduction
Notice of Annual General Meeting
Other information (unaudited)
NOTICE is hereby given that the annual general meeting of
Schroder Oriental Income Fund Limited will be held on 4 December
2023 at 2.00 pm at 1 London Wall Place, London EC2Y 5AU to
consider and, if thought fit, to pass the following resolutions, of
which resolutions 1 to 10 will be proposed as ordinary resolutions.
Resolution 11 will be proposed as a special resolution and
resolution 12 will be proposed as an extraordinary resolution:
1. To receive the Directors’ Report and the audited accounts for
the year ended 31 August 2023.
2. To approve the Directors’ Remuneration Policy
3. To approve the Directors’ Remuneration Report for the year
ended 31 August 2023.
4. To approve the re-election of Paul Meader as a director of the
Company.
5. To approve the re-election of Alexa Coates as a director of the
Company.
6. To approve the re-election of Isabel Liu as a director of the
Company.
7. To approve the re-election of Nick Winsor as a director of the
Company.
8. To re-appoint PricewaterhouseCoopers LLP as the Company’s
auditors.
9. To authorise the directors to determine the remuneration of
PricewaterhouseCoopers LLP as auditors to the Company.
10. To approve the Company’s dividend policy as set out on
page 15 of the Annual Report and Accounts.
11. To consider and, if thought fit, to pass the following resolution
as a special resolution:
“That the Company be and is hereby generally and
unconditionally authorised in accordance with section 315 of
The Companies (Guernsey) Law, 2008 (as amended), to make
market purchases of ordinary shares of 1p each in the capital
of the Company (“Share”) at whatever discount the prevailing
market price represents to the prevailing net asset value per
share, provided that:
(a) the maximum number of Shares hereby authorised to be
purchased shall be 37,620,856, representing 14.99% of the
issued share capital (ex treasury) as at 7 November 2023;
(b) the maximum price (exclusive of expenses) which may be
paid for a Share shall not exceed the higher of
(i) 105% of the average of the middle market quotations
for the Shares as taken from the London Stock
Exchange Daily Official List for the five business days
immediately preceding the date of purchase; and
(ii) the higher of the last independent bid and the
highest current independent bid on the London Stock
Exchange;
(c) the minimum price which may be paid for a Share is 1p,
being the nominal value per Share;
(d) the authority hereby conferred shall expire at the
conclusion of the next annual general meeting of the
Company in 2024 (unless previously renewed, varied or
revoked prior to such date);
(e) the Company may make a contract to purchase Shares
under the authority hereby conferred which will or may
be executed wholly or partly after the expiration of such
authority and may make a purchase of Shares pursuant to
any such contract; and
(f) Any Shares so purchased will be held in treasury or
cancelled.”
12. To consider and, if thought fit pass the following as an
extraordinary resolution:
“That the Board be and is hereby authorised in accordance
with Section 291 of The Companies (Guernsey) Law, 2008
(as amended) to allot ordinary shares for cash and/or sell
treasury shares up to 25,097,302 ordinary shares of 1p each
in aggregate, representing 10% of the share capital in issue
(ex treasury) on 7 November 2023, for cash and the right of
Shareholders to receive a pre-emptive offer in respect of such
ordinary shares shall be excluded pursuant to Article 3.24
of the Company’s articles of incorporation, provided that
this authority shall expire (unless previously renewed, varied
or revoked by the Company in general meeting) from the
conclusion of the annual general meeting of the Company to
be held in 2024 save that the Board may allot ordinary shares
for cash or sell treasury shares after the expiry of this authority
in pursuance of an offer or agreement made by the Company
before such expiry that would or might require ordinary shares
to be allotted or treasury shares to be sold after such expiry.”
By order of the Board
For and on behalf of
Schroder Investment Management Limited
Company Secretary
8 November 2023
PO Box 208
Arnold House
St Julian’s Avenue St Peter Port Guernsey GY1 3NF
Registered number: 43298
Schroder Oriental Income Fund Limited74
Explanatory Notes to the Notice of Meeting
1. An ordinary shareholder entitled to attend and vote at the
meeting is entitled to appoint one or more proxies to attend
and (insofar as permitted by the Company’s articles of
incorporation) to vote instead of him/her.
A proxy need not be a member. A form of proxy is enclosed
for Ordinary Shareholders which should be completed and
returned to the Company’s registrar, care of Computershare
Investor Services PLC, The Pavilions, Bridgwater Road,
Bristol BS99 6ZY, not later than 48 hours before the time fixed
for the meeting. Completion of the proxy will not preclude an
ordinary shareholder from attending and voting in person.
To appoint more than one proxy, an additional proxy form(s)
may be obtained by contacting the Registrar’s helpline
on 0370 707 4040 or you may photocopy this form. Please
indicate in the box next to the proxy holder’s name (see
reverse) the number of shares in relation to which they are
authorised to act as your proxy. Please also indicate by marking
the box provided if the proxy instruction is one of multiple
instructions being given. All forms must be signed and should
be returned together in the same envelope.
2. The biographies of each of the directors offering themselves
for re-election are set out on pages 30 and 31 of the annual
report and accounts for the year ended 31 August 2023.
3. As at 7 November 2023, the Company had 271,233,024
ordinary shares of 1p each in issue (20,260,000 shares were
held in treasury). Accordingly, the total number of voting rights
in the Company on 7 November 2023 was 250,973,024.
4. The Company’s privacy policy is available on its webpages
http://www.schroders.co.uk/orientalincome. Shareholders can
contact Computershare for details of how Computershare
processes their personal information as part of the AGM.
5. The ‘Vote Withheld‘ option overleaf is provided to enable you
to abstain on any particular resolution. However, it should be
noted that a ‘Vote Withheld‘ is not a vote in law and will not be
counted in the calculation of the proportion of the votes ‘For‘
and ‘Against‘ a resolution.
6. Pursuant to Regulation 41 of the Uncertificated Securities
(Guernsey) Regulations 2009, entitlement to attend and vote
at the meeting and the number of votes which may be cast
thereat will be determined by reference to the Register of
Members of the Company at close of business on the day
which is two days before the day of the meeting. Changes to
entries on the Register of Members after that time shall be
disregarded in determining the rights of any person to attend
and vote at the meeting.
7. To appoint one or more proxies or to give an instruction to
a proxy (whether previously appointed or otherwise) via the
CREST system, CREST messages must be received by the
issuer’s agent (ID number 3RA50) not later than 2 working
days (excluding non working days) before the time appointed
for holding the meeting. For this purpose, the time of receipt
will be taken to be the time (as determined by the timestamp
generated by the CREST system) from which the issuer’s agent
is able to retrieve the message. The Company may treat as
invalid a proxy appointment sent by CREST in the circumstances
set out in Regulation 34(1) of the Uncertificated Securities
(Guernsey) Regulations 2009.
Schroder Oriental Income Fund Limited 75
Strategic report
Governance Financial
Introduction
Definitions of Terms and Performance Measures
Other information (unaudited)
The terms and performance measures below are those
commonly used by investment companies to assess values,
investment performance and operating costs. Some of
the financial measures below are classified Alternative
Performance Measures as defined by the European Securities
and Markets Authority, and some numerical calculations are
given for those.
Net asset value (”NAV”) per share
The NAV per share of 256.01p (2022: 277.24p) represents the
net assets attributable to equity Shareholders of £648,208,000
(2022: £724,147,000) divided by the number of shares in issue of
253,193,024 (2022: 261,203,024).
The change in the NAV amounted to -7.7% (2022: -1.3%) over the
year. However this performance measure excludes the positive
impact of dividends paid out by the Company during the year. When
these dividends are factored into the calculation, the resulting
performance measure is termed the “total return”. Total return
calculations and definitions are given below.
Total return
The combined effect of any dividends paid, together with the rise
or fall in the NAV per share or share price. Total return statistics
enable the investor to make performance comparisons between
investment companies with different dividend policies. Any
dividends received by a shareholder are assumed to have been
reinvested in either the assets of the Company at its NAV per share
at the time the shares were quoted ex-dividend (to calculate the
NAV per share total return) or in additional shares of the Company
(to calculate the share price total return).
The NAV total return for the year ended 31 August 2023 is
calculated as follows:
NAV at 31/8/22 277.24p
NAV at 31/8/23 256.01p
Dividend XD date
NAV on
XD date Factor
Cumulative
factor
5.6p 10/11/22 250.92p 1.0223 1.0223
2.0p 26/01/23 286.60p 1.0070 1.0296
2.0p 20/04/23 271.96p 1.0077 1.0370
2.0p 03/08/23 264.36p 1.0076 1.0449
NAV total return, being the closing NAV, multiplied
by the cumulative factor, expressed as a percentage
increase in the opening NAV -3.5%
The NAV total return for the year ended 31 August 2022 is
calculated as follows:
NAV at 31/8/21 280.94p
NAV at 31/8/22 277.24p
Dividend XD date
NAV on
XD date Factor
Cumulative
factor
4.8p 11/11/21 277.66p 1.0173 1.0173
1.9p 27/01/22 279.27p 1.0068 1.0242
1.9p 28/04/22 279.68p 1.0068 1.0312
2.0p 04/08/22 270.27p 1.0074 1.0388
NAV total return, being the closing NAV, multiplied
by the cumulative factor, expressed as a percentage
increase in the opening NAV +2.5%
The share price total return for the year ended 31 August 2023 is
calculated as follows:
Share price at 31/8/22 264.00p
Share price at 31/8/23 244.50p
Dividend XD date
Share price
on XD date Factor
Cumulative
Factor
5.6p 10/11/22 248.00p 1.0226 1.0226
2.0p 26/01/23 277.50p 1.0072 1.0300
2.0p 20/04/23 260.00p 1.0077 1.0379
2.0p 03/08/23 252.50p 1.0079 1.0461
Share price total return, being the closing share price,
multiplied by the cumulative factor, expressed as a
percentage increase in the opening share price -3.1%
The share price total return for the year ended 31 August 2022 is
calculated as follows:
Share price at 31/8/21 271.50p
Share price at 31/8/22 264.00p
Dividend XD date
Share price
on XD date Factor
Cumulative
Factor
4.8p 11/11/21 262.50p 1.0183 1.0183
1.9p 27/01/22 270.00p 1.0070 1.0255
1.9p 28/04/22 262.00p 1.0073 1.0329
2.0p 04/08/22 255.00p 1.0078 1.0410
Share price total return, being the closing share price,
multiplied by the cumulative factor, expressed as a
percentage increase in the opening share price +1.2%
Definitions of Terms and Performance Measures
continued
Schroder Oriental Income Fund Limited76
Discount/premium
The amount by which the share price of an investment trust is
lower (discount) or higher (premium) than the NAV per share.
The discount or premium is expressed as a percentage of the
NAV per share. This metric is useful for investors to compare the
price of a share in the Company with the value of the underlying
assets attributable to it. A premium or discount is generally
the consequence of supply and demand for the shares on the
stock market. The discount at the year end amounted to 4.5%
(2022: discount of 4.8%), as the closing share price at 244.50p
(2022: 264.00p) was lower than the closing NAV of 256.01p
(2022: 277.24p).
Gearing
The gearing percentage reflects the amount of borrowings (i.e.
bank loans or overdrafts) which the Company has drawn down
and invested in the market. An investment trust can borrow money
to invest in additional investments for its portfolio. The effect
of the borrowing on the shareholders’ assets is called ‘gearing’.
If the Company’s assets grow, the shareholders’ assets grow
proportionately more because the debt remains the same. But if
the value of the Company’s assets falls, the situation is reversed.
Therefore, gearing can enhance performance in rising markets
but can also adversely impact performance in falling markets. This
represents borrowings used for investment purposes, less cash,
expressed as a percentage of net assets. The gearing figure at the
year end is calculated as follows:
2023
£’000
2022
£’000
Borrowings used for investment
purposes, less cash 28,459 28,815
Net assets 648,208 724,147
Gearing 4.4% 4.0%
Leverage
For the purpose of the Alternative Investment Fund Managers
(AIFM) Directive, leverage is any method which increases the
Company’s exposure, including the borrowing of cash and the
use of derivatives. It is expressed as the ratio of the Company’s
exposure to its net asset value and is required to be calculated
both on a “Gross” and a “Commitment” method. Under the Gross
method, exposure represents the sum of the absolute values of
all positions, so as to give an indication of overall exposure. Under
the Commitment method, exposure is calculated in a similar way,
but after netting off hedges which satisfy certain strict criteria.
The leverage ratios and limits at 31 August 2023 are presented on
page 71 under Shareholder Information.
Ongoing Charges
Ongoing Charges is calculated in accordance with the AIC’s
recommended methodology and represents the management
fee and all other operating expenses excluding finance costs,
transaction costs and any performance fee payable amounting to
£5,971,000 (2022: £6,267,000), expressed as a percentage of the
average daily net asset values during the year of £678,708,000
(2022: £731,663,000).
Schroder Oriental Income Fund Limited 77
Strategic report
Governance Financial
Introduction
Shareholder Information
Other information (unaudited)
Webpages and share price information
The Company has dedicated webpages, which may be found
at www.schroders.co.uk/orientalincome. The webpages are
the Company’s primary method of electronic communication
with Shareholders. They contain details of the Company’s share
price and copies of the annual report and accounts and other
documents published by the Company as well as information
on the directors, terms of reference of committees and other
governance arrangements. In addition, the webpages contain
links to announcements made by the Company to the market and
Schroders’ website. There is also a section entitled “How to Invest”.
The Company releases its NAV per share on both a cum and
ex-income basis to the market on a daily basis.
Share price information may also be found in the Financial Times
and on the Company’s webpages.
The Manager publishes monthly and quarterly updates on the
Company and other Schroders investment trusts, which may be
found under the “Literature” section on the Company’s webpages.
Association of Investment Companies
The Company is a member of the Association of Investment
Companies. Further information on the Association can be found on
its website, www.theaic.co.uk.
Individual Savings Account (“ISA”) status
The Company’s shares are eligible for stocks and shares ISAs.
Non-Mainstream Pooled Investments status
The Company currently conducts its affairs so that its shares can be
recommended by independent financial advisers to ordinary retail
investors in accordance with the FCA’s rules in relation to non-
mainstream investment products and intends to continue to do so
for the foreseeable future. The Company’s shares are excluded from
the FCA’s restrictions which apply to non-mainstream investment
products because they are shares in an investment trust.
Financial calendar
First interim dividend paid February
Second interim dividend paid May
Half year results announced April/May
Third interim dividend paid August
Financial year end 31 August
Annual results announced November
Fourth interim dividend paid November/December
Annual General Meeting December
Alternative Investment Fund Managers
Directive (“AIFMD”) disclosures
The AIFMD, as transposed into the FCA Handbook in the UK,
requires that certain pre-investment information be made available
to investors in Alternative Investment Funds (such as the Company)
and also that certain regular and periodic disclosures are made.
This information and these disclosures may be found either
below, elsewhere in this annual report, or in the Company’s AIFMD
information disclosure document published on the Company’s
webpages.
Leverage
The Company’s leverage policy and details of its leverage ratio
calculation and exposure limits as required by the AIFMD are
published on the Company’s webpages and within this report. The
Company is also required to periodically publish its actual leverage
exposures. As at 31 August 2023 these were:
Leverage exposure
Maximum
exposure
Actual
exposure
Gross Method 200.0% 112.1%
Commitment Method 200.0% 110.9%
Illiquid assets
As at the date of this report, none of the Company’s assets are
subject to special arrangements arising from their illiquid nature.
Remuneration disclosures
Quantitative remuneration disclosures to be made in this annual
report in accordance with FCA Handbook rule FUND3.3.5 may be
found in the Company’s AIFMD information disclosure document
published on the Company’s webpages.
Publication of Key Information Document
(“KID”) by the AIFM
Pursuant to the Packaged Retail and Insurance Based Investment
Products Regulation, the Manager, as the Company’s AIFM, is
required to publish a short KID on the Company. KIDs are designed
to provide certain prescribed information to retail investors,
including details of potential returns under different performance
scenarios and a risk/reward indicator. The Company’s KID is
available on its webpages.
How to invest
There are a number of ways to easily invest in the Company.
The Manager has set these out at
www.schroders.com/invest-in-a-trust/.
Shareholder Information
continued
Schroder Oriental Income Fund Limited78
Warning to Shareholders
Companies are aware that their shareholders have received
unsolicited telephone calls or correspondence concerning
investment matters. These are typically from overseas-based
‘brokers’ who target UK shareholders, offering to sell them what
often turn out to be worthless or high risk shares or investments.
These operations are commonly known as ‘boiler rooms’. These
‘brokers’ can be very persistent and extremely persuasive.
Shareholders are advised to be wary of any unsolicited advice, offers
to buy shares at a discount or offers of free company reports.
If you receive any unsolicited investment advice:
Make sure you get the correct name of the person and
organisation
Check that they are properly authorised by the FCA before
getting involved by visiting register.fca.org.uk
Report the matter to the FCA by calling 0800 111 6768 or visiting
fca.org.uk/consumers/report-scam-unauthorised-firm
Do not deal with any firm that you are unsure about
If you deal with an unauthorised firm, you will not be eligible to
receive payment under the Financial Services Compensation
Scheme.
The FCA provides a list of unauthorised firms of which it is aware,
which can be accessed at fca.org.uk/consumers/unauthorised-
firmsindividualslist.
More detailed information on this or similar activity can be found on
the FCA website at fca.org.uk/consumers/protect-yourself-scams.
Dividends
Paying dividends into a bank or building society account helps
reduce the risk of fraud and will provide you with quicker access to
your funds than payment by cheque. Applications for an electronic
mandate can be made by contacting the Registrar. If your dividend
is paid directly into your bank or building society account, you will
receive an annual consolidated dividend confirmation, which will
be sent to you in September each year at the time the interim
dividend is paid. Dividend confirmations are available electronically
at investorcentre.co.uk to those Shareholders who have their
payments mandated to their bank or building society accounts and
who have expressed a preference for electronic communications.
Schroder Oriental Income Fund Limited
Other information (unaudited)
Strategic report
Governance Financial
Introduction
Directors
Paul Meader
Alexa Coates
Kate Cornish-Bowden
Isabel Liu
Nick Winsor
Advisers
Alternative investment fund manager (the
“Manager”)
Schroder Unit Trusts Limited
1 London Wall Place
London
EC2Y 5AU
United Kingdom
Investment Manager and Company Secretary
Schroder Investment Management Limited
1 London Wall Place
London EC2Y 5AU
United Kingdom
Telephone: 020 7658 6596
Registered office
PO Box 208
Arnold House
St Julian’s Avenue
St Peter Port
Guernsey
GY1 3NF
Safekeeping and cashflow
monitoring agent (including custodian)
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
Lending bank
The Bank of Nova Scotia
201 Bishopsgate
London EC2M 3NS
United Kingdom
Corporate broker
Deutsche Numis
45 Gresham Street
London EC2V 7BF
United Kingdom
Independent auditors
PricewaterhouseCoopers LLP
7 More London Riverside
London SE1 2RT
Registrar
Computershare Investor Services (Guernsey) Limited
1st Floor
Tudor House Le Bordage
St Peter Port
Guernsey
GY1 1DB
Communications with Shareholders are mailed to the address
held on the register. Any notifications and enquiries relating to
shareholdings, including a change of address or other amendment
should be directed to Computershare Investor Services (Guernsey)
Limited at the address set out above.
Designated administrator
HSBC Securities Services (Guernsey) Limited
Arnold House
St Julian’s Avenue
St Peter Port
Guernsey
GY1 3NF
Shareholder enquiries
General enquiries about the Company should be addressed to the
company secretary at the address set out above.
Dealing codes
ISIN: GB00B0CRWN59
SEDOL: B0CRWN5
Ticker: SOI
Global intermediary identification number (GIIN)
1TVP6A.99999.SL.83
Legal entity identifier (LEI)
5493001U9X6P8SS0PK40
Privacy notice
The Company’s privacy notice is available on its webpages
Information about the Company
Important information: This document is intended to be for information purposes
only and it is not intended as promotional material in any respect. The material
is not intended as an oer or solicitation for the purchase or sale of any nancial
instrument. The material is not intended to provide, and should not be relied on for,
accounting, legal or tax advice, or investment recommendations. Information herein
is believed to be reliable but Schroders does not warrant its completeness or accuracy.
No responsibility can be accepted for errors of fact or opinion. Reliance should not
be placed on the views and information in the document when taking individual
investment and/or strategic decisions. Past performance is not a reliable indicator of
future results, prices of shares and the income from them may fall as well as rise and
investors may not get back the amount originally invested. Schroders has expressed
its own views in this document and these may change. Issued by Schroder Investment
Management Limited, 1 London Wall Place, London EC2Y 5AU, which is authorised
and regulated by the Financial Conduct Authority. For your security, communications
may be taped or monitored.
Schroder Investment Management Limited
1 London Wall Place, London EC2Y 5AU, United Kingdom
T +44 (0) 20 7658 6000
@schroders
schroders.com