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• risk considerations, analysing all holdings to allow for a
comprehensive understanding of risks involved to ensure
diversification of the portfolio.
The portfolio managers enter into the majority of positions with
a view to holding them until their call or maturity date and their
investment process is based on making investments where the
yield to maturity or call appears to them to be at least an
adequate reward for the risk. The nature of the high yield market
and the Company’s mandate mean that there will be occasions
when the value the portfolio managers assessed in an in
vestment
is fully realised by the market. On these occasions, they may exit
the position before maturity.
The portfolio managers believe that it is good investment practice
to try and keep the level of turnover low, whilst at the same time
recognising that this should not at any time act as a deterrent to
effective portfolio management. Turnover will generally be very
low due to the long term nature of many of the holdings, and
given the closed end nature of the Company, the portfolio
managers are not presented with regular daily inflows and
outflows which require managing.
The portfolio managers also consider environmental, social and
governance (‘ESG’) factors details of which are given on pages 17
to 20.
Internal Control and Risk Management
The Directors have overall responsibility for the Company’s system
of internal controls and are responsible for reviewing the
effectiveness of these controls. This includes safeguarding of the
Company’s assets. The Directors have carried out a robust
assessment o
f the principal and emerging risks facing the
Company, including those that would threaten its business model,
future performance, solvency and liquidity.
The Audit & Risk Committee (the ‘Committee’), on behalf of the
Board, has established an ongoing process for identifying and
assessing the risk
s to which the Company is exposed by reference
to a risk control summary, which maps the risks, mitigating
controls in place, and monitoring and reporting of relevant
information to it. The review of the risk control summary also
incorporated a robust assessment o
f new and emerging risks for
monitoring purposes.
As part of the process, the Committee has identified five risk
categories: strategic; investment management; third party service
providers; regulation and corporate governance; and operational.
An explanation of these categories follows.
Strategic Risk
The Board sets the Company’s strategy, including setting
its objective and how this should be achieved. The Board
assesses the perf
ormance of the Company in the context
of the market and macro conditions and gives direction to,
and monitors, the Manager’s actions, and those of other
third parties, on behalf of the Company.
Investment Management Risk
Investment management covers management of the
portfolio together with cash management, gearing and
hedging, all being areas the portfolio managers can control,
and which generate the Company’s investment performance.
Third Party Service Providers Risk
The Company has no employees and its Directors are
appointed on a non-executive basis. The Company is reliant
on Third Party Service Providers (‘TPPs’) for its executive
functions. The Company’s most significant TPPs are the
Manager, to which portfolio management is delegated as
well as certain administrative services including accounting
and marketing and the Company Secretary. Other
significant TPPs are the depositary, custodian, registrar,
external auditor and corporate broker.
Regulation and Corporate Governance Risk
The Company is required to comply with many regulations.
For the year under review these included but were not
limited to, the provisions of the Companies (Jersey) Law
1991, the UK Listing Rules, the Alternative Investment Fund
Managers Directive, the Market Abuse Regulation, the FCA’s
Disclosure Guidance and Transparency Rules, the
UK Corporate Governance Code, the AIC Corporate
Governance Code and Statement of Recommended Practice
and International Financial Reporting Standards (‘IFRS’)
Accounting Standards as adopted by the European Union.
Operational Risk
Operational risk covers the day to day operational matters
mainly at the Manager, but also at other TPPs.
A matrix of the risks, set out ac
cording to their assessed risk
levels after mitigation, enables the Directors to concentrate on
those risks that are most significant, and also forms the basis of
the list of principal risks and uncertainties on pages 14 and 15.
The ratings take into account the Board’s risk appetite and the
ongoing monitoring by the Manager.
Oversight of the control environment is based on the Company’s
relationship with its TPPs, all of which have clearly defined lines of
responsibility, delegated authority, and control procedures and
systems. The Company’s main TPPs, the Manager, Fund Accounting
and the Company Secretary, all have, a ‘Three Lines of Defence
Model’, which is embedded into their risk management systems.
The effectiveness of the Company’s internal control and risk
management system is reviewed at least twice a year by the
Committee. The Committee received and considered, together
with representatives of the Manager, reports in relation to
operations and systems of internal controls of the Manager,
Company Secretary, accounting administrator, custodian and
registrar. The Committee also receives regular reports from the
Company Secretary’s compliance officer and the Manager’s
internal audit and compliance departments. The Committee also
received a comprehensive and satisfactory report from the
depositary at the year end Committee meeting. The Company’s
risk management policies and procedures for financial
instruments are set out in note 19 on pages 63 to 70.
Due diligence is undertaken before any contracts are entered into
with any third party service provider. The Manager regularly
reviews, against agreed service standards, the performance of
TPPs through formal and informal meetings, and by reference to
third party independently audited control reports. The results of
the Manager’s reviews are reported to and reviewed by the
Committee. These various reports and reviews did not identify
any significant failings or w
eaknesses which were relevant to the
Company during the year and up to the date of this Annual
Financial Report. If any had been identified, the required remedial
action would have been taken.
Reporting to the Board at each board meeting comprises, but is
not limited to: financial reports, including any hedging and
gearing; performance against relevant indices and the Company’s
peers; the portfolio managers’ review, including of the market,
the portfolio, transactions and prospects; revenue forecasts; and
investment monitoring against investment guidelines. The
portfolio managers are permitted discretion within these
investment guidelines, which are set by the Board. Compliance
with the guidelines is monitored daily by the Manager. Any
proposed variation to these guidelines is referred to the Board for
consideration and approval.
The Board, through the Management Engagement Committee,
formally reviews the performance of the Manager, the Company
Secretary and the other key TPPs annually. The Board has
reviewed and accepted both the Manager’s and Company
Secretary’s whistleblowing policy under which staff of both
Invesco Fund Managers Limited (‘the Manager’) and JTC Fund
Solutions (Jersey) Limited (‘the Company Secretary’) can, in
confidence, raise concerns about possible improprieties or
irregularities in matters affecting the Company.
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