Annual Report & Financial Statements
For the year ended 30 April 2022
Polar Capital Technology Trust Annual Report and Financial Statements for the year ended 30 April 2022
See more at:
polarcapitaltechnologytrust.co.uk
Inflation, Technology and
the Repricing of Risk
www.polarcapitaltechnologytrust.co.uk
Contents
TBC
Purpose
The purpose of the Company is to provide a vehicle in
which investment is spread across a diversified portfolio
of technology companies which aim to deliver long term
capital growth to shareholders. The purpose is achieved
though the Investment Objective and policy incorporating
parameters to ensure excessive risk is not undertaken.
Investment Objective
The Investment Objective is to maximise long-term capital
growth through investing in a diversified portfolio of
technology companies around the world. The investment
policy and investment guidelines are set out in full in the
Strategic Report on pages 56 to 58.
Management structure
The Company is an investment trust led by an experienced
Board of Independent Non-executive Directors with
extensive knowledge of investment matters and the
regulatory and legal framework within which your
Company operates. The role of the Board is to provide
oversight of the Company’s activities and to seek to ensure
that the appropriate financial resources and controls are
in place to deliver the Investment Objective and manage
the risks associated with such activities. The Directors have
appointed various third-party suppliers to provide a range
of services including investment management, depositary
and administrative services to the Company.
Polar Capital LLP has been the appointed Investment
Manager and AIFM throughout the year. Ben Rogoff, the
appointed portfolio manager, has been responsible for the
Company’s portfolio since 1 May 2006 and is supported by a
team of technology specialists. Polar Capital LLP is authorised
and regulated by the Financial Conduct Authority.
Our Business at a Glance
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143
REGISTERED OFFICE AND ADDRESS FOR CONTACTING
THE DIRECTORS
16 Palace Street,
London,
SW1E 5JD
020 7227 2700
Company Registered Number
Polar Capital Technology Trust Plc
(The ‘Company’)
is incorporated in England and Wales with company
number 3224867 and registered as an investment company
under section 833 of the Companies Act 2006.
Investment Manager and AIFM
Polar Capital LLP
Authorised and regulated by the Financial Conduct
Authority
Represented by Portfolio Manager Ben Rogoff
Company Secretary
Polar Capital Secretarial Services Limited
Represented by Tracey Lago, FCG
Email: cosec@polarcapital.co.uk
Independent Auditors
KPMG LLP
Chartered Accountants and Statutory Auditors
15 Canada Square,
London, E14 5GL
Corporate Broker
Stifel Nicolaus Europe Limited
150 Cheapside,
London, EC2V 6ET
Depositary, Bankers and Custodian
HSBC Bank PLC
8 Canada Square,
London, E14 5HQ
Registrar
Equiniti Limited
Aspect House, Spencer Road, Lancing, West Sussex,
BN99 6DA
Shareholder helpline: 0800 313 4922
(or +44 (0) 121 415 0804 from overseas)
www.shareview.co.uk
Shareholders who have their shares registered in their own
name, not through a share savings scheme or ISA, can
contact the registrars with any queries on their holding.
In correspondence you should refer to the Company,
stating your registered name and address and, if available,
your full account number.
Financial Calendar
The key dates in the Company’s financial year are as
follows:
30 April
Financial year-end
July Announcement of year-end results
September Annual General Meeting
31 October Half-year end
December Announcement of half-year results
Identification Code
SEDOL 422002
ISIN GB0004220025
TICKER PCT
BLOOMBERG PCT.LN
DATASTREAM PCT
REUTERS PCT.L
LIPPER 71000395
GIIN J29SBF.99999.SL.826
LEI 549300TN1O5392UC4K19
AIC
The Company is a member of the Association of Investment
Companies (‘AIC’). The AIC website www.theaic.co.uk
contains detailed information about investment trusts,
including guide and statistics.
Contact Information
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Overview
Our Business at a Glance IFC
Financial Highlights 1
Performance 3
Chair’s Statement 4
Chair Elect Q&A 7
Financial Performance Review 8
Board of Directors 10
Technology Investment Team 12
Manager’s Report
Investment Manager’s Report 16
Investment Manager’s Core Themes 28
Portfolio Review 32
Environment, Social and
Governance Report (“ESG”)
Corporate Perspective 42
Investment Perspective 44
Governance
Strategic Report 56
Section 172 Statement 70
Report of the Directors 76
Report on Corporate Governance 78
Audit Committee Report 87
Directors’ Remuneration Report 92
Statement of Directors’ Responsibilities 98
Independent Auditors’ Report 99
Financial Statements
Statement of Comprehensive Income 106
Statement of Changes in Equity 107
Balance Sheet 108
Cash Flow Statement 109
Notes to the Financial Statements 110
Shareholder Information
Alternative Performance Measures (APMs) 134
Glossary of Terms 136
Corporate Information – including AGM
138
Contact Information 143
1
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
www.polarcapitaltechnologytrust.co.uk
Financial Highlights
2021: +45.5%
Net Assets Per Ordinary Share
Total Return* Benchmark Total Return~ Share Price Total Return*
2021: +46.4% 2021: +33.3%
Year ended 30 April 2022
-7.7% -0.9% -13.7%
Key Contents
Chair’s Statement 4
Chair Elect Q & A 7
Investment Manager’s Report 16
Investment Manager’s Core Themes 28
Environmental, Social and Governance 42
Audit Committee Report 87
Financial Statements 106
Information for Shareholders 138
NOTICE OF ANNUAL GENERAL MEETING
Thursday 8 September 2022
2.30PM
See the separate Notice of
AGM also available on our
website.
AGM: Thursday
8 September 2022
at 2:30pm
* Alternative Performance Measure, see page 134.
~ Dow Jones World Technology Index (total return, Sterling adjusted, with the removal of relevant withholding taxes).
Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
2
Exchange Rates
As at 30 April 2022 2021
US$ to £ 1.2555 1.3846
Japanese Yen to £ 162.66 151.34
Euro to £ 1.1901 1.1502
Expenses
For the year to 30 April 2022 2021
Ongoing charges ratio #- 0.84% 0.82%
Ongoing charges ratio including performance fee #- 0.84% 0.82%
Data supplied by Polar Capital LLP and HSBC Securities Services.
# Ongoing charges ratio represents the total expenses of the Company, excluding transaction costs, interest payments, tax and non-recurring expenses
expressed, as a percentage of the average daily net asset value, in accordance with guidance issued by the Association of Investment Companies
(“AIC”).
- Alternative Performance Measure see pages 134 to 135.
Financial Summary
As at
30 April 2022
As at
30 April 2021
Year Ended
2022
Year Ended
2021
Total net assets £3,050,985,000 £3,408,763,000 (10.5%)
47.7%
Net Asset Value (NAV) per ordinary share 2305.13p 2496.44p (7.7%)
45.5%
Benchmark 3504.44 3535.05 (0.9%)
46.4%
Price per ordinary share 2040.00p 2364.00p (13.7%)
33.3%
Discount of ordinary share price
to the NAV per ordinary share-
(11.5%) (5.3%)
Ordinary shares in issue* 132,356,426 136,544,764 (3.1%)
1.5%
Ordinary shares held in treasury 4,958,574 770,236 543.8% -
* The issued share capital on 15 July 2022 (latest practicable date) was 137,315,000 ordinary shares of which 6,433,670 were held in treasury.
For the year to 30 April 2022
Local Currency
%
Sterling Adjusted
%
Benchmark
Dow Jones World Technology Index (10.1) (0.9)
Other Indices over the year (total return)
FTSE World (3.8) 5.8
FTSE All-Share 8.7
S&P 500 Composite 0.2 10.2
Nikkei 225 (5.0) (12.0)
Eurostoxx 600 6.1 2.3
Key Data
www.polarcapitaltechnologytrust.co.uk
Financial Highlights continued
3
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
As at 30 April 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
Net Assets (£m) 503.3 528.8 606.6 793.0 801.3 1,252.5 1,551.6 1,935.6 2,308.6 3,408.8 3,051.0
Share price (pence) 387.0 398.5 442.0 592.0 566.0 947.0 1,148.0 1,354.0 1,774.0 2,364.0 2,040.0
NAV per share (pence) 392.6 412.4 458.4 599.2 605.5 945.4 1,159.7 1,446.4 1,715.6 2,496.4 2,305.1
Indices of Growth
1
Share price 100.0 103.0 114.2 153.0 146.3 244.7 296.6 349.9 458.4 610.9 527.1
NAV per share
2
100.0 105.0 116.8 152.6 154.2 240.8 295.4 368.4 437.0 635.9 586.9
Dow Jones World Technology Index
3
100.0 106.0 119.8 155.1 155.0 237.7 278.2 337.8 399.0 584.0 578.9
The Company commenced trading on 16 December 1996 and the share price on the first day was 96.0p per share and the NAV per share was 97.5p.
Notes:
1 Rebased to 100 at 30 April 2012.
2 The NAV per share growth is based on NAV per share as adjusted for subscription shares.
3 Dow Jones World Technology Index (total return, Sterling adjusted) and from April 2013 with the removal of relevant withholding taxes.
All data sourced from Polar Capital LLP.
10 Year Performance Graph
Historic Performance
0
200
400
600
800
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
Benchmark Company ordinary share price Company NAV per share (Note 2)
Total Return (rebased to 100)
As at 30 April
www.polarcapitaltechnologytrust.co.uk
Performance
Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
4
As I come to step down from the Board at
the AGM may I thank our shareholders, my
fellow directors and all the team at Polar
Capital for all the support they have given
me during my tenure as Chair
www.polarcapitaltechnologytrust.co.uk
Chair’s Statement
Introduction
Shareholders may remember that in the year to April 2021,
on which I reported in July 2021, your Company’s NAV
had risen by 45.5%. That followed a ten year period over
which the net assets of your Company had grown from
£468.7m, to £3.4bn, as technology stocks outperformed
markets generally, on the back of extraordinary corporate
growth and rising valuations. Last year, I noted that we
seemed cautiously to be emerging from the pandemic, but
were in something of uncharted territory, and were seeing
rising bond yields and inflationary concerns, significant
concentration of performance in the largest capitalisation
stocks and a rotation from “growth” to “value”.
Nevertheless, I suggested that the long term supportive
trends in the sector remained in place, and shareholders
would continue to benefit from disruption.
For the first three quarters of the last financial year, these
conditions generally persisted. Inflationary pressures
continued to mount, bond yields rose, investors continued
to invest in recovery stocks rather than growth stocks and
the concentration of performance continued. The share
prices of technology stocks suffered in this environment,
although corporate performance remained strong. At
the end of the financial year (the beginning of 2022) the
exuberance in technology stocks continued to unwind. Our
manager describes the details of this in pages 16 to 27.
The invasion by Russia of Ukraine on 24 February 2022
sent shock waves across the world. In stock market terms,
volatility increased substantially and inflationary pressures
were exacerbated by oil price rises and food supply chain
disruption. We do not know how or where this will end,
although the long term tech trends do remain powerful and
valuations are coming back into more attractive territory.
Over the year, the Company’s NAV fell by 7.7% and your
share price fell by 13.7% as the discount widened. The
NAV performance was behind the index which fell by just
under 1%. UK investors were sheltered from the decline in
the technology market by the appreciation of the US dollar
against Sterling. Although the manager did hold some
cash, the index performance was driven significantly by the
very strong relative performance of Apple and Microsoft.
The detail of this is set out in the manager’s report. We
do run into a concentration problem here, in that both
companies amount to around 15% of the index each
and whilst they are our two largest holdings at between
10% to 11% of our portfolio individually, these positions
are still lower than index weightings and not having had
an index weight in each has had a significant impact on
relative performance. The most significant causes of our
underperformance were not having full 15% weightings in
those two stocks. The manager wrote about concentration
risk at the interim stage and we would not find it easy
to justify holding such significant positions in these two
companies. We would expect that the concentration of
stock performance in the largest companies will diminish
as it tends to lead to overvaluation. Investors with long
memories will remember the performance of Vodafone
after it became 15% of the UK index in 2000.
Discount Management
The Board actively monitors the discount at which
the Company’s ordinary shares trade in relation to the
Company’s underlying NAV. The discount has widened over
the last year reflecting the considerable change in sentiment
towards technology stocks and market volatility generally.
Whilst the Board does not have a formal discount policy
or a fixed target level for all times and circumstances, it
will continue to exercise its discretion to buy back shares
at a discount and to issue shares at a premium in order to
seek to reduce the volatility of the share price, to add a
small amount to NAV per share and to address significant
imbalances in the supply and demand for shares. We
have continued to buy back stock regularly and reliably,
repurchasing a total of 4,188,338 shares in the year under
review (amounting to 3% of the issued share capital) at an
average price of 2,355.35 pence per share and an average
Sarah Bates
Chair
5
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
www.polarcapitaltechnologytrust.co.uk
discount of 9.6%. This produced an uplift in NAV per share
of just under 7p per share. After the year end and up to
15 July 2022, the Company has bought back a further
1,475,096 shares. We should note that this activity does not
preclude the manager determining that a more significant
amount than usual on any one day should be purchased if
there is, in their view, a particular investment opportunity
best accessed through buying shares in the Company rather
than buying individual securities.
Fees
We have continued to make progress on our fee structure.
In April 2019 we announced a change in the calculation of
the performance fee and a reduction in the participation
rate for that fee, which took effect from 1st May in that
year. In 2021, which was our regular three yearly review of
the base management fee, we agreed with Polar Capital a
reduction as follows:
Current Base Management Fee Arrangement:
effective 1 May 20222022
0.80% £0 - £2bn
0.70% £2bn - £3.5bn
0.60% over £3.5bn
Base Management Fee Arrangement to 30 April 2022
1% Up to £800m
0.85% £800m - £1.6bn
0.80% £1.6bn - £2.00bn
0.70% over £2.0bn
Board Composition
In my statement last year, I reported that the Nominations
Committee and the Board would continue with its
succession plan during the year. Phase one was completed
in September 2021 with the appointment of Catherine
Cripps and Jane Pearce as independent non-executive
Directors to the Board. It is intended that Jane Pearce
will succeed Charlotta Ginman (our current Audit Chair)
who will come to the end of her nine years’ service in
2024. Both Catherine and Jane will stand for election by
Shareholders at the AGM to be held on 8 September 2022,
along with those directors standing for re-election.
Phase two of the succession plan was to appoint my
successor as Chair of the Board ahead of my retirement
at the Company’s Annual General Meeting in 2022, as it
is the AGM after I reach 11 years’ service. In accordance
with the Board’s tenure policy I am able to remain on
the Board for up to 12 years. I am delighted to confirm
that Catherine Cripps has been invited by the Board,
and has accepted the role of Chair (subject to election
by Shareholders at the AGM) when I retire at the
forthcoming AGM. I should note that this part of the plan
was developed and implemented by the Nominations
Committee excluding me, and led by our Senior
Independent Director (“SID”), Tim Cruttenden. We also are
grateful to our external board evaluator, Tim Stephenson,
who reviewed and commented on our plans. The Board
believes that Catherine will bring a fresh perspective to
its proceedings and look forward to seeing the Company
make further progress under her guidance.
Directors’ Fees
As part of the Board’s annual fee review to ensure that
remuneration paid to Directors remains competitive and
in line with those of its peers, it was noted by the external
board evaluator and the Remuneration Committee that the
current level of fees paid to the Company’s Directors was
significantly below the market rate for a large investment
trust. Whilst the Board usually favours modest increases
year on year (where applicable), it was felt that fees should
be competitive and reflective of the current market in order
to attract and retain the best candidates. It was also agreed
that fees should reflect the increasing workload, time
and commitment required from Directors of a FTSE 250
Company. As is detailed further within the Remuneration
Committee Report, with effect from 1 May 2022, the base
Directors’ fee increased by 4.8% to £33,000 and the fee
of the Chair by 10% to £55,000. The supplements for
the Audit Committee Chair and the Senior Independent
Director remain unchanged at £7,000 and £4,200
respectively.
Annual General Meeting
Assuming we continue to emerge from the pandemic, the
AGM will be held on 8 September 2022 at Haberdashers’
Hall, 18 West Smithfield, London EC1A 9HQ, a venue
you might remember from the 2019 AGM. We will again
be holding the AGM as a hybrid meeting supported
by Lumi Global. A notice of AGM will be provided to
all Shareholders and made available on the Company’s
website, this includes the formal business to be conducted
at the AGM and further details of how Shareholders can
join the AGM virtually.
Environmental, Social and Governance (ESG)
As detailed in my report last year, we continue to develop
our approach to ESG and during the year under review,
we continued to engage with our manager to better
understand how ESG has been further integrated into the
Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
6
Chair’s statement continued
investment and decision-making process. The Board also
receives information on how ESG affects Polar Capital as a
business and the technology team in particular.
In addition to this, we as a Board have nominated
Catherine Cripps to assume the role of ESG lead. Catherine
has been responsible for ensuring that the Board is kept
abreast of the latest developments in this area to develop
how the Company can report to stakeholders in line
with such. Catherine has worked with the manager to
develop a dashboard which allows us to see how the
manager is considering ESG matters, and whether that
meets our requirements. We do think the ESG issues
raised are important, interesting and complicated. We
have also held a number of conversations with our
shareholders about their views on ESG matters and how
they would like us to report, given their requirements. We
have endeavoured to provide information as requested.
The ESG report on pages 42 to 53 describes, both the
Corporate and Investment approach to ESG matters.
Outlook
After more than a decade of easier money and the
extraordinary effects of COVID-19, we are seeing
considerable turmoil in our financial environment. At this
point, long term interest rates in the US and elsewhere
have risen sharply. The valuations of companies which were
elevated by very low long term interest rates, have, not to
put it too finely, cratered. Many investors have not seen
inflation rates such as those we currently observe.
At this point, many tech companies are not reporting
significant impacts on their trading, but we are aware that
company reports can be indicators of the current state,
rather than of future problems. We are in uncertain times,
and although between us, we’ve lived through previous
savage market downturns and inflationary pressures, it’s
not clear how our current circumstances play out. We
suspect markets could be fearful for some time. However,
we do think the basic disruptive opportunities for the
companies in our portfolio persist, and we support our
Manager’s view that we should stick to the fundamental
principle that investing in the potential growth in our
sector will remain profitable over time.
Finally, as I come to step down from the Board at the AGM
may I thank our shareholders, my fellow directors and all
the team at Polar Capital for all the support they have
given me during my tenure as Chair.
Sarah Bates
Chair
19 July 2022
we look forward
to welcoming
Shareholders to the
AGM
on
8 September
2022
www.polarcapitaltechnologytrust.co.uk
After a long and successful executive career, what do you
enjoy most about being a Non-Executive Director?
I enjoy the variety of matters that come up across my portfolio;
companies big and small have some very similar issues to deal
with as well as some very different ones. I believe that the read
across between companies is mutually beneficial to all. Above all,
for me, the people are important and make a role enjoyable or
not. At Polar we have some excellent people who are very well
qualified and a pleasure to work with.
What do you hope to bring to your role as Chair
of the Board?
Sarah is a fantastic chair so these are big shoes to fill but I
would like to build on her work so far and bring some of my
perspectives to bear. I have had experience of both investment
and control environments and in the new hybrid and digital age
the control environment can get stressed. Besides, investors pay
us for investment management and not for operational risk.
What are you looking forward to as Chair of Board?
I am looking forward to working with my colleagues and I see
us very much as a team with every one bringing their own
experience and viewpoints to the table. I believe these should be
as diverse as possible so I am expecting some healthy debates! I
am also looking forward to building on the relationships with our
key service providers and Polar Capital in particular, with whom
we have a long history.
What do you think the key areas of focus will be
for the year ahead?
Sarah is leaving the Company at a very interesting time, certainly
in terms of performance. The eternal optimism of investors in
technology companies and growth ones in particular is being
challenged. Keeping investors informed and meeting their
expectations is always a priority but is going to be harder in these
markets. Maintaining a dialogue with Ben and his team as well
as with our other service providers is going to be a focus. I fully
expect these dialogues to be constructive but it is important we
oversee them and hold them to account as appropriate. Finally,
there is also our developing stance on ESG which we need to
keep progressing.
What interests you about the technology sector
and the trust?
When I choose the roles I would like to undertake I look for a
balance of my being able to use my experience together with
the presence of the lure of something for me to learn. The
Company is in the sector of fund management in which I have
much experience but its focus on technology stocks feels to me
like an insight into the future. I love science fiction and what
might be possible and I was certainly the one around the table
who had read Neal Stephenson’s novel Snow Crash where the
term ‘metaverse’ was first used. Watching science fiction become
reality is thrilling.
I look forward
to meeting
Shareholders at
this year’s AGM
Chair Elect Q&A
Catherine Cripps
Catherine, you joined the Board around 9 months ago and have been
appointed as Chair Elect, what can you tell us from your experience so far?
www.polarcapitaltechnologytrust.co.uk
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
7
Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
8
www.polarcapitaltechnologytrust.co.uk
Financial Performance Review
For the year ended 30 April 2022
The NAV per share fell to 2305.13p as at 30 April 2022 from
2496.44p at the start of the year. The Company’s NAV per
share total return for the period was a loss of 7.7% and
the Company finished the year with a total net assets of
£3,051.0m. The Investment Manager’s Report on pages 16
to 27 sets out in detail the performance of the Company for
the financial year. The chart on the following page shows in
greater detail the movement in total net assets for the year.
Total Return
The Company generates returns from both capital growth
(capital return) and dividend income received (revenue
return). For the year ended 30 April 2022, the total net
loss was £258.6m (2021: £1,063.7m gains), of which
there was a £241.9m losses (2021: £1,074.2m gain) from
capital and a £16.7m losses (2021: £10.5m loss) on our
income account which offsets all expenses against dividend
income. Full details of the total return can be found in the
Statement of Comprehensive Income on page 106. We
choose as a matter of policy not to allocate our expenses
between capital and income, (any performance fee is the
only expense allocated to capital). The Company’s allocation
of expenses is described in Note 2(d) on page 111 and the
allocation methodology is considered on an annual basis.
The total net losses per share were 191.61p, compared to
the previous year’s earnings per share of 776.75p. The total
net losses per share was made up of 179.25p from capital
return and a loss of 12.36p from revenue return.
Capital Return
The investment portfolio was valued at £2,811.1m
(2021: £3,243.0m) at the year end 30 April 2022. The
investment portfolio delivered a realised loss on disposals of
£121.2m (2021: £480.4m gains) and valuation losses on
investment of £132.5m (2021: £647.3m gains) for the year
ended 30 April 2022. The Company’s valuation approach is
described in Note 2 (f) on page 112. The derivative losses of
£5.8m (2021: £49.1m losses) represent the call and put options
which are used to facilitate efficient portfolio management. Full
details of the derivatives are set out in the Investment Managers
Report on pages 16 to 27 and Note 6 on page 115.
Revenue Return
The investment income of £15.87m (2021: £18.2m)
represents dividend income derived from listed
investments. The investment income, excluding any one
off special dividends, increased by 5.2% for the year and
this was driven by changes in holdings, dividend rates, and
FX rate changes as the Company’s revenue is generally
denominated in currencies other than Sterling.
The other operating income of £0.031m (2021: £0.008m)
was derived mainly from the Money Market Fund (MMF)
interest. The increase in interest rates in recent months has
enabled banks and MMF to resume payment of interest
income. It should be noted, however, that the MMF is held
primarily as a cash diversification factor rather than an
income generating investment. As stated above, as a matter
of policy, all expenses (excluding the performance fee) are
charged to revenue and as a result, expenses normally
exceed the income received in any given year. As has been
the case for many years, the revenue reserve remains
therefore negative. The Company historically has not paid
dividends given the nature of its focus on longer- term
capital growth. The Board reviews this stance on a periodic
basis.
Expenses
The total expenses for the year under review amounted
to £30.6m (2021: £26.2m) and include investment
management fees of £28.3m (2021: £24.1m),
administrative expenses of £1.3m (2021: £1.1m) and
finance costs of £1.0m (2021: £1.0m). Although the net
asset value reduced in absolute terms towards the end of
the financial year, on average it had increased during the
year under review when compared to the prior year, hence
increases in management, depositary and custody fees
were incurred during the year. Other expenses remained at
a similar level to the last year. There was no performance
fee accrued at the year ended 30 April 2022 (2021: £nil).
In January 2022 agreement was made with Polar Capital to
amend the base management fee tier levels and calculation
structure with effect from the new financial year
commencing 1 May 2022. Further details can be found on
pages 60 and 61.
Ongoing Charges
The ongoing charges ratio, as calculated in line with
the AIC recommended methodology, represents the
total expenses of the Company, excluding finance costs,
expressed as a percentage of the average daily NAV. This
ratio demonstrates to Shareholders the annual percentage
reduction in NAV as a result of recurring operational
expenses, that is, the expected cost of managing the
portfolio. Whilst based on historical information, the
ratio provides an indication of the likely level of costs that
will be incurred in managing the Company in the future.
The ongoing charges ratio for the year to 30 April 2022
was 0.84% (2021: 0.82%). The ongoing charges ratio
including the performance fee for the year to 30 April
2022 was also 0.84% (2021: 0.82%) as no performance
fee was accrued at the year end. As noted above under
expenses, the slight increase in the OCR is mainly due to
9
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
the increase in management fee during the year which
moved in line with the change in net asset value during
the year under review. See Alternative Performance
Measures on pages 134 to 135.
Cash and Cash Equivalents
As noted in prior years, the Company maintains a
relatively high level of cash, closing the year with
£311.4m (2021: £212.7m). As noted above, as part of
the Company’s cash diversification strategy, the Company
has taken a cautious approach and has chosen to invest
50% of its USD cash balance into a USD Treasury Money
Market Fund. As at 30 April 2022, the Company held the
BlackRock Institutional Cash Series – US Treasury Fund with
a market value of £92.0m.
Portfolio Turnover
Portfolio turnover (purchases and sales divided by two)
totalled £2,728.1m equating to 84% for the year to 30 April
2022 (2021: 113%) of average net assets over the year.
Details of the investment strategy and portfolio are given in
the Investment Manager’s Review on pages 16 to 27.
Gearing
The Company can use gearing for investment purposes and
as stated on page 58. As at the year end, the Company had
fully drawn the two, two-year fixed rate term loans (JPY
3.8bn and USD 36m) with ING Bank N.V. Both loans fall
due for repayment on 30 September 2022. The repayment
of both loans, totalling approximately £52.0m (2021:
£51.1m), would equate to 17% of the cash and cash
equivalents readily available to the Company as at 30 April
2022. Consideration to the level of borrowings required
by the Portfolio Manager is under review and replacement
facilities will be negotiated accordingly with ING Bank N. V.
or another provider in due course.
Foreign Exchange
The majority of the Company’s assets and revenue are
denominated in currencies other than Sterling. As at the
year ended the other currency gains of £17.5m represents
the exchange gains on currency balances of £18.4m
and losses on translation of loan balances of £0.9m.
The Company’s total return and net assets can be affected
by the currency translation and movements in foreign
exchange. Note 27 (a) (ii) on pages 125-128, analyses the
currency risk and the management of such risks.
Sarah Bates
Chair
19 July 2022
£ million
Total net
assets at
30 April 2021
Valuation
losses on
investments
Losses on
disposal of
investments
Losses on
derivatives
Other
currency
exchange
gains
Total income Total
expenses
Tax Ordinary
shares
repurchased
into treasury
Total net
assets at
30 April 2022
0
500
1000
1500
2000
2500
3000
3500
4000
3,408.8
-132.5
-121.2
-5.8
17.5
15.9
-30.6
-2.0
-99.1
3,051.0
Movement in total assets for the year to 30 April 2022
www.polarcapitaltechnologytrust.co.uk
Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
10
Sarah Bates
Independent
Non-executive Chair
Appointed to the Board in
June 2011 and as Chair in
September 2017.
Skills and Experience
Sarah is a past Chair of the
Association of Investment
Companies and has been involved
in the UK savings and investment
industry in different roles for
over 30 years. She has chaired
companies and Trustee bodies
ranging from a small youth charity
to a FTSE 100 company. She is a
co-Founder of the Diversity Project.
Other Appointments
Sarah is a non-executive director
and Senior Independent Director
of Worldwide Healthcare Trust
and Alliance Trust. She is Chair of
the John Lewis Partnership Trust
for Pensions and a director of
the Universities Superannuation
Scheme Investment Management
Limited. Previously, Sarah was Chair
of St James’ Place plc, JP Morgan
American Investment Trust plc, Witan
Pacific Investment Trust plc and the
Diversity Project Charity. She was
also chair of the audit committees of
New India Investment Trust plc and of
U and I Group plc. Sarah is a Fellow
of CFA UK.
PCT Share Interests
10,500
Annual Remuneration
Financial - year ended 2022
£50,000
Rationale for re-election
Sarah will not be standing for
re-election as she will be retiring from
the Board in accordance with the
Boards succession plans. Sarah will
be succeeded by Catherine Cripps
who will assume the role of Chair
following the AGM in September
2022.
Tim Cruttenden
Independent
Non-executive Director
Appointed to the Board in
March 2017 and as both the
Senior Independent Director
(‘SID’) and Chair of the
Remuneration Committee in
July 2020.
Skills and Experience
Tim is currently Chief Executive
Officer of VenCap International
plc having been with the company
in various positions since 1994.
VenCap invests in venture capital
funds in the US, Asia and Europe,
with a primary focus on early stage
technology companies.
Other Appointments
Tim is a non-executive director of
Chrysalis Investments Limited.
PCT Share Interests
1,000
Annual Remuneration
Financial - year ended 2022
£35,700
Rationale for re-election
Tim has extensive technology
private equity investment
experience and brings an
alternative investment perspective
to discussions on portfolio. The
Board and Manager value the
investment debates at meetings
particularly where Tim focusses
on new themes, and welcome
the continued contribution from
him. He has also thoughtfully and
capably taken the lead on the Chair
succession discussions as SID.
Charlotta Ginman
Independent
Non-executive Director
Appointed to the Board
and as Chair of the Audit
Committee in February 2015.
Skills and Experience
Charlotta qualified as a Chartered
Accountant at Ernst & Young
before spending a career in
investment banking and commercial
organisations, principally in technology
related businesses. She held senior
roles with JP Morgan, Deutsche Bank,
UBS and the Nokia Corporation.
Other Appointments
Charlotta is a non-executive director
and chairs the audit committees
of Pacific Assets Trust plc,
Keywords Studios plc and Gamma
Communications plc. Charlotta is
also a non-executive director of
Unicorn AIM VCT plc and Boku Inc.
PCT Share Interests
4,941
Annual Remuneration
Financial - year ended 2022
£38,500
Rationale for re-election
Charlotta has recent and relevant
financial and investment expertise
with a strong accounting background
which enables her to perform
in-depth analyses of the Company’s
Financial Statements in conjunction
with the external service providers.
Charlotta actively works with Polar
Capital and the Auditors to ensure a
smooth year-end process and audit.
She has brought her considerable
experience of audit, governance and
related regulatory matters as they
apply to the Company.
Where there might be concern
of over-boarding, as three of
Charlotta’s roles are with investment
companies that typically have only
5 Board meetings a year and the
other companies are all AIM listed,
with less regulatory burden than
a premium listing, Charlotta has
sufficient time to devote to each of
her roles.
Catherine Cripps
Independent Non-executive
Director and Chair Elect
Appointed to the Board in
September 2021.
Skills and Experience
Catherine is a qualified Chartered
Accountant who has in excess of
30 years’ senior investment industry
experience in a number of trading,
risk management and investing
roles including Investment Director
and Head of Research at GAM.
Other Appointments
Catherine is a non-executive director
of Goldman Sachs International
and Goldman Sachs International
Bank. She also acts as Chair of the
Goldman Sachs International and
Goldman Sachs International Bank
Board Risk Committees and is a
member of the Audit Committees.
She is also a non-executive director
for Maniyar Capital Advisors and
Pool Re. Previously, Catherine
was non-executive director of
CQS Management Limited where
she chaired the Remuneration
and Performance Management
Committees and was a member of
the Audit Committee, she was also
non-executive director and chair of
the group audit and risk committee
of Merian Global Investors, as well
as being chair of the investment
committee and trustee for the
Nuclear Liabilities Fund.
PCT Share Interests
-
Annual Remuneration
Financial - year ended 2022
£20,677
Rationale for election
Catherine was appointed to the
Board in September 2021 and
brings to the Board a wealth of
investment industry experience
following a number of roles
including Investment Director
and Head of Research at GAM
International. With the support of
the Board, Catherine has assumed
the role of ESG lead and has been
responsible for ensuring that the
Board is kept abreast of the latest
developments in this area and
how the Company can report to
stakeholders in line with such.
www.polarcapitaltechnologytrust.co.uk
Board of Directors
11
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Charles Park
Independent
Non-executive Director
Appointed to the Board in
January 2018.
Skills and Experience
Charles has over 25 years of
specialist investment experience
and was a co-founder of Findlay
Park Partners, an investment firm
specialising in quoted American
equity investments. Prior to this,
he was a US fund manager at Hill
Samuel Asset Management.
Other Appointments
Mr Park is a non-executive director
of both North American Income
Trust plc and Evenlode Investments.
PCT Share Interests
1,840
Annual Remuneration
Financial - year ended 2022
£31,500
Rationale for re-election
Charles has extensive equity
investment experience and brings
to the Board current and active
knowledge of the industry from a
different, value based investment
approach which contributes to
board and manager discussions.
He also brings his understanding
of investment management firms,
fees and the private client wealth
management sector to Board
discussions. He has helped the
Board by bringing perspectives from
elsewhere to give us context and
insight into investment markets. He
has also brought his interest in ESG
issues to our discussions.
Stephen White
Independent
Non-executive Director
Appointed to the Board in
January 2018.
Skills and Experience
Stephen qualified as a Chartered
Accountant at PwC before starting a
career in investment management.
He has more than 35 years’
investment experience, most notably
as Head of European Equities at
F&C Asset Management, where he
was manager of F&C Eurotrust plc
and deputy manager of The F&C
Investment Trust plc, and as Head of
European and US equities at British
Steel Pension Fund.
Other Appointments
Stephen is non-executive director
and Chairman of Brown Advisory
US Smaller Companies Trust plc. He
is also non-executive director and
chairman of the audit committees
of BlackRock Frontiers Investment
Trust plc and Aberdeen New India
Investment Trust plc.
PCT Share Interests
10,000
Annual Remuneration
Financial - year ended 2022
£31,500
Rationale for re-election
Stephen has many years of
investment and financial experience
including as an investment company
manager, which he brings to the
Board. He has been particularly
interested in our Manager’s individual
stock holdings and has encouraged
helpful debate. He also has wide
experience of the institutional and
investment company sector, of its
fees, clients and approaches. He also
holds other audit committee chair
positions which bring extra support
to our Audit committee.
Jane Pearce
Independent Non-executive
Director
Appointed to the Board in
September 2021.
Skills and Experience
Jane is an experienced
non-executive director and
Chartered Accountant with
over 20 years’ financial markets
experience. She has a number of
years’ experience as a Technology
Equity Analyst and as an Equity
Strategist at leading investment
banks including Lehman Brothers
and Nomura International.
Other Appointments
Jane is a non-executive director and
member of the audit committee of
Shires Income plc and a Co-opted
External Member of the Audit and
Risk Committee of the University of
St. Andrews.
PCT Share Interests
-
Annual Remuneration
Financial - year ended 2022
£20,677
Rationale for election
Jane was appointed to the Board
on 6 September 2021 and is an
experienced non-executive director
and Chartered Accountant with
over 20 years’ financial markets
experience. Since joining the Board
Jane has been a keen participant
in meetings often bringing a new
perspective to discussions.
Jane will assume the role of Chair
of the Audit Committee following
the retirement of Charlotta Ginman
from the Board expected to be in
2024.
www.polarcapitaltechnologytrust.co.uk
Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
12
Ben Rogoff
Partner, Technology
Ben has been a technology specialist for
26 years. He has been lead manager of Polar
Capital Technology Trust plc since 2006, and
is a Fund Manager of the Polar Capital Global
Technology Fund and Polar Capital Automation
and Artificial Intelligence Fund. Prior to joining
Polar Capital, he began his career in fund
management at CMI, as a global technology
analyst. He moved to Aberdeen Fund
Managers in 1998 where he spent four years
as a senior technology manager. Ben has a BA
(Hons) in Modern History from St Catherine’s
College, Oxford.
Nick Evans
Partner, Technology
Nick joined Polar Capital in 2007 and has
24 years’ experience as a technology specialist.
He has been lead manager of the Polar Capital
Global Technology Fund since January 2008
and is also a fund manager on the Polar
Capital Technology Trust and Polar Capital
Automation and Artificial Intelligence Fund.
Nick has a degree in Economics and Business
Economics from Hull University, has completed
all levels of the ASIP, and is a member of the
CFA Institute.
Xuesong Zhao
Partner
Focus areas: Semiconductors, Robotics,
Industrial Automation and Artificial
Intelligence
Xuesong joined Polar Capital in 2012 and has
15 years’ investment experience. He is a lead
manager of the Polar Capital Automation
and Artificial Intelligence Fund and is a fund
manager on the Polar Capital Technology
Trust and Polar Capital Global Technology
Fund. Xuesong holds an MSc in Finance from
Imperial College of Science & Technology, a BA
in Economics from Peking University and is also
a CFA Charterholder.
Alastair Unwin
Fund Manager
Focus areas: Software, Fintech / Payments
Alastair joined Polar Capital in June 2019 and
has 11 years’ investment experience. Prior to
joining Polar Capital, Alastair co-managed the
Arbrook American Equities Fund. Between
2014 and 2018 he launched and then
managed the Neptune Global Technology Fund
and managed the Neptune US Opportunities
Fund. Alastair has a BA (1st Class Hons) in
History from Trinity College, Cambridge and is
a CFA Charterholder.
Paul Johnson
Investment Analyst
Focus areas: Automotive (EV/AV), video
gaming, 3D printing
Paul joined Polar Capital in 2012 and has
10 years’ investment experience. Prior to
joining Polar Capital Paul helped manage a
private investment fund between 2010 and
2012. Paul holds a BA in History and Politics
and a Masters in History from Keele University.
Paul is also a CFA Charterholder.
Fatima Iu
Fund Manager
Focus areas: Cybersecurity, 5G, Clean
Energy and Medtech
Fatima joined Polar Capital in 2006 and has
16 years’ investment experience. She is a
fund manager on the Polar Capital Global
Technology Fund, Polar Capital Technology
Trust and Polar Capital Automation and
Artificial Intelligence Fund. Fatima holds an
MSc in Chemistry with Medicinal Chemistry
from Imperial College of Science & Technology
in London. She is also a CFA Charterholder.
www.polarcapitaltechnologytrust.co.uk
Technology Investment Team
13
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Bradley Reynolds
Investment Analyst
Focus area: Internet
Brad joined Polar Capital in 2011 as an Analyst
and Trader working within the European
Market Neutral team with a focus on media
and internet, he has 14 years’ investment
experience. In 2014, he joined the Technology
team as an Investment Analyst. Brad graduated
from the University of Hertfordshire with a
degree in Business Studies.
Nick Williams
Investment Analyst
Focus areas: Artificial Intelligence,
Healthcare and Clean Energy
Nick joined Polar Capital in June 2019 as
an analyst on the Polar Capital Technology
team and has 7 years’ investment experience.
Prior to joining Polar Capital, Nick worked
at Neptune Investment Management
as the Assistant Fund Manager on the
US Opportunities Fund. Prior to that he worked
in academia at the University of Oxford. Nick
holds an MChem in Chemistry from Wadham
College, University of Oxford.
Patrick Stuff
Investment Analyst
Focus area: Artificial Intelligence, Industrial
After graduating from the University of
Warwick with a BSc in Economics, Patrick
joined Polar Capital as an Operations Executive,
where he provided operational support to all
fund management teams at Polar, including
the Technology team. During this time Patrick
successfully passed all three levels of the
CFA program first time, and subsequently,
after a successful 8 months seconded to the
technology team, Patrick joined on a full-time
basis in May 2021 as an investment analyst
with a focus on AI and Industrial companies.
Patrick has 6 year’s investment experience.
www.polarcapitaltechnologytrust.co.uk
Ben Rogoff
Fund Managers (x4)
Investment Analysts (x4)
Experience breakdown (years)
The team collectively manage
£9.4bn in assets
Polar Capital Technology Trust
Polar Capital Global Technology Fund
Automation and Artificial Intelligence Fund
27
65
£3.1bn
£5.8bn
£548m
35
As at 30 April 2022
Manager’s Report
www.polarcapitaltechnologytrust.co.uk
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
15
www.polarcapitaltechnologytrust.co.uk
www.polarcapitaltechnologytrust.co.uk
16
Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
Market Review
An unexpected monetary volte-face by policymakers amid
persistently high inflation weighed on equity markets
and valuations during the year. However, losses were
more than offset by pronounced US dollar strength which
gained more than 12% on a trade-weighted basis and
more than 9% against the British Pound (GBP). As a result,
the MSCI All Country World Index over the year to 30 April
2022 gained 4.3% in sterling terms, aided by a strong
first half characterised by economic reopening, upward
earnings revisions, and rampant M&A.
The strength of the US dollar mirrored sharply higher
US interest rate expectations following the revelation in
November that the Fed no longer believed inflationary
pressures were ‘transitory’. Energy prices likely played a
part in driving this Fed Pivot as oil and commodity prices
rose 79% and 54% respectively during the year. Higher
risk-free rates (10-year US Treasury yields increased from
1.6% to 2.9%) resulted in a much more challenging
fiscal second half with negative headline returns failing
to capture the magnitude of the correction experienced
by the average stock. While the US, as measured by the
S&P 500 Index, gained 10.2% (and 0.2% in local terms),
drawdowns were significantly greater elsewhere, including
Europe (Eurostoxx 600 +2.3%), Japan (Nikkei 225 -12.0%)
and Asia ex-Japan (MSCI Asia ex- Japan -12.9%) (all
returns in sterling terms, unless otherwise stated). Weakest
performance was reserved for Chinese stocks (MSCI
China -29.8%) where a deluge of regulatory changes and
market unfriendly developments took their toll on investor
sentiment and lockdowns in Shanghai towards period end
reflected the challenge posed by the omicron variant to
China’s zero-COVID policy.
Ben Rogoff
Partner, Technology
An unexpected monetary volte-face
by policymakers amid persistently high
inflation weighed on equity markets and
valuations during the year.
Small-cap indices meaningfully underperformed during the
year, with the Russell 2000 (small cap) declining 9.6% while
the Russell 1000 (large-cap) advanced by +6.2% (both in
sterling terms). Breadth also continued to deteriorate with
just c.25% of NYSE stocks trading above their 200-day
average at year-end, compared to 58% a year earlier.
The first half of the year saw markets grind higher amid
economic reopening, positive earnings revisions, and
record equity inflows. This was possible due to worldwide
vaccination programmes that succeeded in breaking the
link between COVID-19 infections and deaths. Economic
recovery was most evident in consumption trends and in
labour market strength, the US unemployment rate falling
below 5% by September before returning to pre-COVID
levels by year end. The recovery trajectory was complicated
by waning fiscal stimulus and labour shortages,
exacerbated by the combination of limited improvement
in the labour participation rate and early retirement (aka
the ‘Great Resignation’). However, the most significant
headwind was commodity shortages and soaring energy
prices with oil surpassing $80/barrel in November for the
first time since 2014, while US producer prices rose 8.3%
y/y in August, the largest year-on-year increase on record.
The combination of shortages and a surfeit of freshly
printed liquidity saw CPI increase 5% y/y in May – the
fastest growth in consumer prices since August 2008. This
led to the June FOMC ‘dot plot’ implying two rate hikes
in 2023, up from zero in March, and, in October, the Fed
signalled that it could begin scaling back asset purchases
in November. However, equity markets were able to shrug
off these negative developments largely due to the Fed
maintaining its earlier ‘transitory’ stance and persistently
negative real rates supporting equity multiples.
Investment Manager’s Report
www.polarcapitaltechnologytrust.co.uk
17
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
The emergence of the highly mutated Omicron variant
in November was an inauspicious start to what proved a
very challenging fiscal second half. In the same month,
recently re-nominated Fed Chair Jerome Powell performed
a remarkable pivot regarding inflation, declaring “it’s
probably a good time to retire that word transitory”.
While the milder variant of COVID likely contributed to a
“more hawkish variant of the Fed”, it was November’s CPI
print (+6.5% y/y) – the highest reading since 1982 – that
likely forced Powell’s hand. Hawkish monetary developments
dominated the balance of the year, with the Fed first moving
to double the pace of tapering in December. An inflation
shock morphed into a rates shock as the release of FOMC
minutes in January raised the spectre of rate hikes and
quantitative tightening (QT) “sooner or at a faster pace than
participants had earlier anticipated”.
The first US rate hike since 2018 was also delivered in
March, three months after the UK became the first G7
economy to raise interest rates since the pandemic began.
By the end of April, markets had priced in Fed Funds at
250bps having anticipated zero rate hikes little more than a
year earlier, and 10-year US Treasury yields had backed up
to 2.9%, almost doubling during the first four months of
2022. The persistence of inflationary pressures saw other
central banks adopt more hawkish positions too, forcing
rates higher.
Long-duration stocks felt the full force of this monetary
about-turn with the earlier tremor in weaker, more
speculative names turning into a full risk-off episode across
high growth and long duration names. This was particularly
true within small caps where growth stocks trailed value by
more than 20% during the year.
In addition to the human tragedy associated with the
invasion of Ukraine, the conflict added untimely upside
pressure to inflation and downside risk to global growth
forecasts. Reflecting the elevated risk of so-called ‘policy
error’ (the Fed tightening against this most uncertain of
backdrops) the two-year versus 10-year Treasury yield
spread briefly inverted during March, something often seen
as a precursor to a recession.
Technology Review
Calendar year 2021 proved a strong recovery year with
worldwide IT spending +9% y/y as compared to earlier
estimates of +6%. Upside to 2021 forecasts saw the
technology sector deliver revenue and earnings growth
of 15.7% and 28.9% y/y respectively, well ahead of
estimates this time last year of 10.1% and 17.5%. As a
result, technology revenue growth ended up only narrowly
behind the market (16.5%) although earnings trailed
significantly as the market delivered 47.5% growth. This
was unsurprising given more difficult comparisons and
less incremental leverage in the technology sector. Despite
better-than-expected IT spending, technology stocks
trailed the broader market during the fiscal year,
the Dow Jones World Technology Index declining 1%
in sterling terms (total return) due to fading pandemic
tailwinds, tough comparisons and extreme factor rotation
following the shift in Fed policy. However, and even
more extreme than in the broader market, returns were
dominated by US stocks which increased 6.6% while
non- US technology stocks (as measured by the W2TEC
index) fell 22% during the year. Small caps also significantly
underperformed, the Russell 2000 (small) technology
index declining 10.1% while large-caps (as measured
by the Russell 1000 technology index) advanced 6.9%,
both in sterling terms. Moreover, US relative strength was
driven by an even narrower group of megacap stocks that
continued to deliver strong growth against a less uniformly
positive backdrop while also enjoying strong ESG-related
equity inflows. At year end, just 19% of NASDAQ stocks
were trading above their 200-day moving average.
Higher multiple, long duration stocks saw very significant
multiple compression down from their November highs,
as the most expensive quintile of the US technology sector
fell -47% while the least expensive (value) quintile only
declined -8% through our fiscal year end.
At the sector level, strongest performance was enjoyed by
the semiconductor sector as demand remained strong amid
chip shortages despite concerns about double-ordering and
the durability of the cycle. Strong capex growth (+20% y/y)
at the hyperscale public cloud companies led to continued
strength in cloud data centre capex benefitting both AMD
(+15%) and Nvidia (+36%). While most of the automotive
industry struggled with the global chip shortages, Tesla
(+35%) enjoyed a stellar period delivering a record number
of vehicles and record margins in Q3 and Q4 against a
supportive backdrop for electric vehicles.
www.polarcapitaltechnologytrust.co.uk
18
Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
Value-oriented sectors such as networking (aided by
datacentre strength) and hardware also performed well,
the latter benefitting from outstanding performance from
Apple (+32%), which proved able to deal with ongoing
supply constraints to fulfil steady consumer demand
for its products. Software stocks trailed (IGV-9%), with
average returns significantly worse than headlines due to
Microsoft (+21%) as the sector suffered material multiple
compression amid higher rate expectations. This trend
accelerated into calendar year 2022, which saw software
EV/NTM (Enterprise Value / Next Twelve Months) sales
multiples compress by 42% by the end of April to an
average of 8x. Private Equity buyers stepped in to take
advantage of the weakness with Thoma Bravo bidding for
Sailpoint (13.4x forward sales) and Anaplan (13.9x forward
sales).
Weakest performance was reserved for Internet stocks (and
other ‘work from home’ beneficiaries) which struggled
with reopening, difficult comparisons, changes to user
tracking, supply chain travails and (towards period end)
consumer spending concerns. While the sector struggled
(particularly in China, where a series of regulatory
crackdowns weighed heavily) the average stock suffered
far more than headlines suggest with NASDAQ CTQ
Internet Index returning -37%, while Alphabet delivered
positive returns (+5%). Softer ecommerce trends and the
impact of waning fiscal stimulus checks put pressure on the
ecommerce and payments space, including PayPal (-63%)
and Shopify (-60%). Amazon (-21%) was not immune as
strong AWS results were not enough to offset concerns
around ecommerce pull forward and the profitability of its
retail business.
Public cloud results remained very solid as the three major
public cloud operators (Amazon AWS, Microsoft Azure,
Google GCP) reached a collective annual revenue run rate
of c.$140bn, up +41% y/y. Many of the bellwether WFH
and lockdown beneficiaries more than reversed out earlier
gains as companies such as Netflix, DocuSign, Peloton
and Spotify broke below pre-COVID levels despite strong
growth in their revenues and user bases in the intervening
period. The most speculative areas of the market saw the
largest drawdowns. The GS Non-Profitable Tech Index
returned -47% and the ARK Innovation ETF delivered -57%
during the year as investor enthusiasm for ‘TAM’ (Total
Addressable Market) stories abated in the context of more
persistent inflation and a higher rate outlook.
Portfolio Performance
The Trust underperformed its benchmark with the net asset
value per share falling -7.7% during the fiscal year versus
a decline of -0.9% for the Dow Jones World Technology
index. The Trust’s share price fell by 13.7% reflecting the
additional impact of the discount widening from 5.3%
to 11.5% during the period. We continue to monitor the
discount and the Trust bought back 4.19m shares during
the period.
The year was dominated by the reversal of fortunes in high
growth / long-duration stocks that were challenged by the
combination of reopening headwinds and supply chain
travails as well as sustained valuation compression amid
soaring energy prices, rampant inflation, higher risk-free
rates, and increased risk of recession. As such, adverse
stock selection (largely associated with our growth-centric
investment approach) was responsible for most of the
Trust’s underperformance as investors rotated away from
smaller, longer-duration assets in favour of more solid,
lower-multiple assets. In addition, a handful of mega-cap
stocks that explain a large part of our benchmark including
Alphabet (+5%), Apple (+33%) and Microsoft (+22%)
delivered strong positive returns while smaller-cap peers
fell significantly. Given that we are underweight in these
names compared to the benchmark, their relative strength
dragged on our relative performance. More broadly, the
underperformance of smaller companies, which we were
overweight relative to the benchmark, during the period
acted as a meaningful performance headwind. On the
positive side, our average cash position of 5.3% added
95bps of performance (aided by USD strength) although
our NDX puts dragged by -17bps for the full year, despite
strong recent positive contribution. Asset allocation also
benefited from an underweight exposure to China which
underperformed following increasingly hostile government
scrutiny of technology platforms and (towards period end)
economic weakness due to lockdowns.
At the stock level, weakest relative performance was
delivered by earlier COVID beneficiaries that suffered a
stark reversal in fortune during the year. These included
ecommerce companies such as Amazon (-21%) and
HelloFresh (-31%) as well as digital payment platforms
such as PayPal (-53%) and Square (-55%), which similarly
struggled with the slowdown in online sales and the
withdrawal of government stimulus.
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Two of our largest stock detractors were Internet stocks:
Netflix (-59%) which struggled to maintain its earlier
subscriber momentum growth amid reopening; and Snap
(-49%) which was hurt by user-tracking changes made by
Apple. Software companies that had previously enjoyed
tailwinds associated with remote and hybrid work also
experienced significant drawdowns typified by DocuSign
(-60%) and Twilio (-66%). Other software stocks also
struggled with valuation compression that more than
offset fundamental progress, while a few were punished
following more mixed execution including Okta (-51%)
and Elastic (-30%). Long-duration stocks were particularly
weak as sentiment reversed as risk free rates rose, which
negatively impacted companies such as 10x Genomics
(-73%) and Guardant Health (-57%). As ever, there were
also a few genuine disappointments such as Chegg (-70%)
Everbridge (-64%) and 2U (-72%), although these were
mostly contained to the portfolio tail. However, the most
significant stock level detractors were our underweight
positions in Apple (+32%) and Microsoft (+21%) which
combined cost nearly -240bps relative, despite strongly
contributing to absolute returns.
In terms of positives, the Trust benefitted from the
outperformance of cybersecurity stocks which enjoyed
strong fundamentals and positive sentiment (buttressed
by events in Ukraine) in contrast with software peers.
Noteworthy performances were delivered by Tenable
(+61%), Cloudflare (+12%) and CrowdStrike (+5%).
Companies exposed to strong cloud capex /datacentre
spending also performed well including Arista Networks
(+61%), AMD (+15%) and Marvell Technology (+41%).
Electric vehicle (EV) plays such as Tesla (+35%) and BYD
(+60%) continued to benefit from strong adoption
trends while managing to avoid too much supply chain
disruption. The Trust also benefited from its underweight
exposure to Chinese stocks with Alibaba (-54%) the
largest individual positive contributor (c.88bps) to relative
performance. Strong performance from E-Ink (+172%)
is deserving of mention as the Taiwanese manufacturer
delivered strong growth aided by Walmart’s adoption of
its electronic shelf labels.
Portfolio Changes
While our core themes (and our growth-centric approach)
had previously mapped well to the pandemic, we
continued to realign the portfolio to better position it for
reopening. This resulted in us significantly reducing our
exposure to earlier work-from-home (WFH) beneficiaries,
many of which suffered spectacular reversals.
This resulted in us exiting positions in Adyen, Avalara,
Delivery Hero, Fiverr, Kahoot!, ON24, Peloton, Shimano,
Wise and Zalando during the year. We also significantly
reduced exposure to longer-duration stocks post the
Fed pivot in November, exiting Affirm, Pinduoduo and
Sea. On the positive side, we continued to add to our
semiconductor exposure reflecting myriad thematic drivers
(including AI and EV) as well as the ongoing demand-
supply imbalance. Changes to the portfolio made during
the year meaningfully ameliorated underperformance with
the Trust’s actual return more than 4.5% ahead of what a
static (i.e. unchanged) portfolio would have delivered.
Market Outlook
With the worst of the pandemic apparently behind us,
investors could be forgiven for thinking that recovery
might have been more straightforward. Instead, we are
faced with a more uncertain macroeconomic backdrop
than at any stage since the pandemic and – given the
loss of policymaker support – arguably since the Great
Financial Crisis (GFC). As recently as January, the IMF
was forecasting global growth of 4.4% and 3.8% in
2022 and 2023 respectively – a deceleration from an
estimated 6.1% in 2021 reflecting higher interest rates,
slower US growth and troubles in China. However, the
invasion of Ukraine in late February has seen growth
forecasts contract further while resultant soaring food
and energy prices have led to inflation expectations of
5.7% in advanced economies and 8.7% in emerging
markets this year, significantly ahead of earlier forecasts.
Beyond the tragic humanitarian consequences of the
war, the conflict has also highlighted Europe’s reliance
on Russian energy with the EU receiving nearly 40% of
its gas and more than a quarter of its oil from Russia.
With the war ongoing (and with systemic risk thus far
avoided), higher commodity and energy prices will be
the primary mechanism for how the conflict affects the
global economy. While Russia only explains c.1.6% of
global GDP, it is the world’s largest exporter of natural
gas (c.20% global share) and the second largest exporter
of crude oil. Russia is also the largest exporter of wheat
(c.20% share) and supplies c.10% of the world’s copper
and aluminium and 40% of palladium. Consumer
spending is being challenged by higher energy costs
with UK families said to face the biggest real income
squeeze in nearly 50 years. In the US, a gallon of gas
recently exceeded $5 – the first time ever – with negative
implications for disposable incomes and consumer
confidence which recently fell to a decade low.
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20
Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
IMF World Economic Outlook, April 2022
PROJECTIONS
(real GDP, annual percent change) 2021
2022 2023
World Output
6.1 3.6 3.6
Advanced Economies 5.2 3.3 2.4
United States
5.7 3.7 2.3
Euro Area 5.3 2.8 2.3
Germany 2.8 2.1 2.7
France 7.0 2.9 1.4
Italy 6.6 2.3 1.7
Spain 5.1 4.8 3.3
Japan 1.6 2.4 2.3
United Kingdom 7.4 3.7 1.2
Canada 4.6 3.9 2.8
Other Advanced Economies
5.0 3.1 3.0
Emerging Market and Developing Economies 6.8 3.8 4.4
Emerging and Developing Asia
7.3 5.4 5.6
China 8.1 4.4 5.1
India 8.9 8.2 6.9
ASEAN-5 3.4 5.3 5.9
Emerging and Developing Europe 6.7 -2.9 1.3
Russia 4.7 -8.5 -2.3
Latin America and the Caribbean 6.8 2.5 2.5
Brazil 4.6 0.8 1.4
Mexico 4.8 2.0 2.5
Middle East and Central Asia 5.7 4.6 3.7
Saudi Arabia 3.2 7.6 3.6
Sub-Saharan Africa 4.5 3.8 4.0
Nigeria 3.6 3.4 3.1
South Africa 4.9 1.9 1.4
Memorandum
Emerging Market and Middle-Income Economies 7.0 3.8 4.3
Low-Income Developing Countries 4.0 4.6 5.6
Source: IMF, World Economic Outlook, April 2022
Note: For India, data and forecasts are presented on fiscal year basis,
with FY 2021/2022 starting in April 2021. For the April 2022 WEO, India’s
growth projections are 8.9 percent in 2022 and 5.2 percent in2023 based
on calendar year.
Sharply higher energy prices also pose a new and
substantial risk to an inflationary backdrop that had
already become problematic. As previously discussed,
inflation has soared almost everywhere with annual
CPI growth rates in the US and Europe at multi-decade
highs. Originally understood as a supply shock due to
COVID-related disruption, the past year has seen higher
prices become more pervasive and less transitory. As
previously mentioned, US CPI reached +6.5% in November,
while in the same month, Eurozone inflation came in
at +4.9% y/y, way ahead of the ECB’s earlier forecast
of +1.5% for 4Q21. Tight labour markets have also led
to wage inflation, with unit labour costs +6.3% y/y in
3Q21, the biggest increase since 1982. As a result, the
narrative has shifted to inflation as a demand problem
caused by stimulus, excess savings, and pent-up demand
which, when paired with more inelastic supply, has created
a “perfect storm of higher prices”.
Consumer Price Indices (1960 – May 2022)
11.5
11.0
10.5
10.0
9.5
9.0
8.5
8.0
7.5
7.0
6.5
6.0
5.5
5.0
4.5
4.0
3.5
3.0
2.5
2.0
1.5
1.0
0.5
0.0
-0.5
-1.0
-1.5
-2.0
-2.5
Personal Consumption Expenditures Price Index (31/5/2022 = 6.3%)
1965
1970
1975
1980
1985
1990
1995
2000
2005
2010
2015
2020
Core Personal Consumption Expenditures Price Index (31/5/2022 = 4.7%)
Source: Department of Commerce
Monthly data 31/1/1960 - 31/5/2022
Consumer Price Indices (1960 – May 2022)
Since the start of the pandemic, highly accommodative
fiscal and monetary policy designed to prevent financial
collapse has ‘flooded the economy and financial markets’
with unprecedented liquidity. Between February 2020 and
November 2021, M2 rose $6trn to $21.4trn – equivalent
to almost a year’s worth of nominal GDP, a record. Excess
liquidity was recently estimated at c.$3trn while fiscal
support packages have seen government deficits balloon. In
the US, the federal budget deficit reached c.$2.8trn, almost
three times the 2019 level. The Fed’s balance sheet has
expanded by almost $5trn too, reaching a record $8.7trn
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by the end of the calendar year. While the Fed may have
“greatly miscalculated” the inflationary impact of earlier
stimulus, they could not have known the pandemic would
result in a labour supply issue. Just two years ago the
pandemic was said to have “triggered one of the worst jobs
crises since the Great Depression”. Instead, and despite the
US economy being 1.4% larger than it was pre-pandemic,
there are still 3.6 million fewer people in jobs and nearly
1.9 job openings per job seeker. This is largely the result
of the 3m additional ‘early retirees’ equivalent to c.2% of
the US workforce (aka the ‘Great Retirement’), another
pandemic-related twist which has accelerated the labour
market recovery timeline. As a result, wages are rising, with
the National Federation for Independent Businesses (NFIB)
recently reporting a record net 48% of small businesses
increasing worker compensation. Despite this, labour force
participation remains subdued at 62.3% (as compared to
c.63% pre-pandemic) leading to massive employee churn
(aka the ‘Great Resignation’). Labour shortages may persist
which will put further upward pressure on wages and
could presage a self-reinforcing wage-price spiral unless
productivity growth improves significantly.
As such, a US tightening cycle was necessary to prevent
inflation becoming more embedded in the labour market.
While the Fed may appear behind the curve, inflation
expectations appear to remain relatively well-
anchored. The Fed will want to keep it that way; to fail to
have pivoted after the November data “would have risked
Powell’s rhetoric degenerating into self-parody”. Since
then, rate hikes have begun with further increases
anticipated this year and next. The decision by the ECB in
early March to accelerate tapering despite events in Ukraine
highlighted the fact that central banks will (and should)
always prioritise credibility over policy error risk. As
such, we expect Powell to “do whatever it takes” to becalm
inflation but do not anticipate a Volcker re-run given the
very different backdrop with one notable exception – soaring
energy prices. Regardless, it is difficult to see how central
banks can come to the rescue of markets with interest rates
near zero. Moreover, reducing inflation has become an
increasingly important political focus, and a more important
consideration than bailing out equity investors. At some
point concerns about reflexivity will resurface but there is
no obligation for the Fed to act and, in any case, we know
it failed twice to stop selloffs of as much as 50% in the bear
markets that ended in 2002 and 2009.
This malalignment of
demand and supply
is reminiscent of the
post-war period
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22
Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
Until recently, our base case was slowing growth rather
than stagflation or recession. However, we have to
acknowledge the increasing risks posed to this relatively
sanguine view by tighter monetary conditions, war, and
soaring energy costs. For now, we are encouraged by
earnings expectations that have remained relatively robust
with growth in earnings and revenues this year forecast
at 7.7% and 11.5% respectively. While these forecasts
may prove stale and subject to downward revision, it is
worth recalling that while GDP is measured in real terms,
earnings estimates are nominal. As such, inflation currently
represents a greater risk to multiples than to corporate
earnings. Of course, much depends on the durability of
cycle-high corporate profit margins given an increasing
number of cost pressures. We continue to keep a close eye
on the direction of operating earnings given its strongly
positive (0.94) correlation with the S&P 500.
Following the recent market correction, valuations
look less problematic today with the S&P 500 trading at
c.15.8x forward earnings as compared to last year when
we noted they were “somewhat extended” at c.23x. As
a result, US stocks now trade below both five-year (18.6x)
and 10-year (16.9x) averages. However, this year we are
forced to consider valuations against a very different
inflation backdrop. That said, we are somewhat willing to
look through current elevated inflation because longer-
term expectations remain well anchored and because the
Fed is alive to inflationary risk. Equity valuations should
also be somewhat supported by a paucity of alternatives.
Compared to bonds, the Fed Model suggests stocks
are c.50% undervalued compared to Treasuries, and
c.20% undervalued versus investment-grade credit. Cash
continues to look unattractive with negative real returns
guaranteed in most major markets, although elevated
levels of equity market volatility have added to its relative
lustre.
Upside risk could manifest via the cessation of
hostilities in Ukraine - unlikely in the very near term but
possible in time. While a return to the prior equilibrium
enjoyed between Russia and the West appears impossible,
an end to hostilities could significantly ameliorate
current market uncertainty, becalm energy prices, and
meaningfully reduce the risk of escalation. Structural
inflation fears may also be overdone with many of the
imbalances that existed prior to the invasion of Ukraine
appearing pandemic-related: pent-up demand boosted
by household savings bloated during COVID, supply-chain
challenges frustrated by uneven vaccine availability and
draconian approaches to COVID containment, particularly
in China. Heightened labour market churn also appears
to be somewhat pandemic related with the pursuit of
more flexible work and/or relocation important reasons for
changing jobs. Reopened borders and easier international
travel may also ameliorate labour shortages in lower-
paid work where wage growth has been strongest. This
malalignment of demand and supply is reminiscent of the
post-war period when the end of price controls saw CPI
leap from 1.7% in February 1946 to a peak at 19.7% in
March 1947, before plunging to zero in 1949. The cause
of this volatility was a combination of pent-up demand,
as soldiers were demobilised, and plunging industrial
production, as factories retooled from armaments to
consumer goods. Two years later, production rebounded
dramatically, helping to bring inflation down. A similar
experience also occurred during the Korean War. Both of
these episodes revealed that inflation can rise and
fall very quickly without inflation expectations being
permanently altered. Fed Chair Powell may have been
alluding to this possibility when he stated that “appropriate
monetary policy in this environment requires a recognition
that the economy evolves in unexpected ways”.
Other positive impulses include the so-called ‘CFO put’
with S&P companies sitting on $2.4trn in cash and other
liquid assets. Leverage at public companies (as measured
by net debt/EBITDA) is back at 2014 lows which should
support capital spending, higher dividends and stock
repurchases. It should also fuel greater M&A activity with
private equity additionally said to have c.$2.3trn of ‘dry
powder’ cash reserves. During 2022, we have seen private
equity spend more than $34bn acquiring three software
vendors - Citrix, SailPoint and Anaplan. A return of
strategic M&A may also prove supportive too, with $95bn
of gross transaction value announced in the videogaming
industry alone this year following Microsoft’s $69bn bid
for Activision Blizzard and Take-Two’s $13bn bid for Zynga.
In early March, Google also announced the $5.4bn cash
acquisition of cybersecurity company Mandiant. We also
see many of the conditions necessary for a rally
falling into place: the IPO market is essentially shut,
and investor sentiment is at post-1992 lows (a recent
AAII survey of US retail investors revealed that just 15%
of investors are bullish). Small caps have underperformed
considerably from highs and new issues have been
smashed as the GS Recent Liquid IPO Index has halved
from November highs, both of which have typically been
preconditions of previous rallies.
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Market Risks
While COVID remains a wildcard, war, inflation, and
recession represent the most significant interconnected
risks this year. In terms of COVID, we continue to believe
the worst of the pandemic is behind us thanks to vaccine
rollouts that have broken the link between cases and
mortality, as well as the link between cases and behavioural
adjustments. Put differently, most people appear to have
concluded that the health risks associated with COVID
are no longer significant enough for them to change their
behaviour. As long as Omicron remains the dominant
strain, our base case is a continuation of the transition
from pandemic to endemic disease. The main risk to this
is a significantly different new variant that changes the
trajectory of the virus. In addition, current lockdowns
in China – where omicron is challenging the efficacy of
local vaccines and the zero-COVID policy - are a pertinent
reminder that COVID is likely to continue disrupting life
and supply chains for the foreseeable future. We also
cannot know how the Ukraine conflict will evolve.
At the same time, China will be watching closely given its
One-China Principle is similar to Putin’s desire to rebuild
a Greater Russia. There is also a real (if small) risk of
escalation (evidenced by potential NATO enlargement) –
a chilling prospect given Russia controls the world’s biggest
nuclear arsenal and has been unafraid to sanction the use
of chemical weapons in Syria.
The conflict also poses additional risks to the prevailing
investment backdrop. History says we should expect
higher inflation: as the saying goes, “war is inflationary;
peace is deflationary”. Put differently, the pursuit of both
“guns and butter” comes at an inflationary cost. In the
US, inflation spiked during the War of 1812, the American
Civil War, WWI, and WWII through the end of the Cold
War. We might also do well to consider the implications of
permanently higher defence spending and the potential
for a new arms race. If so, this may coalesce around
hypersonic weapons which reduce the effectiveness of
existing ballistic missile defence systems. With the potential
to derail the theory of deterrence based on mutually
assured destruction (MAD), higher defence budgets look
inevitable. Germany has already announced an immediate
100bn budget to modernise its army and an ambition to
exceed a target of 2% of GDP in defence spending (from
c.1.5% today). This pivot is significant, as was the recent
decision by some ESG funds to allow defence stocks within
their investment remits. During the Cold War, the US spent
around 7% of GDP on defence which détente saw fall to
c2.8% today. The war in Ukraine has drawn a line under
that peace dividend with US defence spending already
forecast to rise towards 3.5-4% over the coming years.
War in Ukraine has also highlighted Europe’s dependence
on Russian oil and gas, particularly in Germany where
65% of gas comes from Russia. Naturally, this has brought
energy security to the fore and Europe’s urgent need
to reduce this vulnerability. While this should accelerate
the clean energy transition, the reality is that it takes a
lot of alternative energy to replace gas. The invasion has
so shaken Germany that its economic minister from the
Green Party is reviewing the possibility of keeping both
coal and nuclear plants online to reduce dependence on
Russian energy. We are excited about the opportunity to
participate in another wave of environmental technology
spending, but the climate transition also represents
another “slow- moving negative supply shock” because it
embeds the cost of carbon emissions in production prices.
It is also another reminder we may already be past peak
globalisation. This process arguably began with Brexit
and Trump’s tariff wars but stepped up a gear with COVID
when the world’s interdependence was tested. Vaccine
nationalism was a particularly difficult moment, while
post-pandemic challenges have further highlighted the
risk associated with global supply chains built on hyper-
specialisation and finely-tuned just-in-time (JIT) inventory
management. The risks to US equities from a decline
in globalisation are not insignificant: Bank of America
estimates that globalisation has driven more than half of
all margin expansion due to lower COGS on exports, taxes,
and labour.
More significantly, the risk is that peak globalisation is
part of broader inflation regime shift. In recent years
we have seen a wave of populism presage significant
minimum wage increases and social unrest, while a
number of COVID policy responses in the developed world
(such as massive transfer payments indirectly financed
by central banks) represent a “generational shift in fiscal
policy”. The demand for more flexible work post-pandemic
is also perhaps symptomatic of a recalibrated relationship
between labour and capital that could persist. Taken
together, these factors represent a significant challenge
to the disinflationary era that has been in place since the
early 1980s. Finally, we might highlight the long-term
risk posed to the dollar-based system following the
freezing of Russian US dollar reserves, described as “the
weaponization of money”. While a paucity of alternatives
suggests limited immediate risk to the dollar’s reserve
currency status, so- called ‘de-dollarisation’ could become
a key theme in an “increasingly multi-polar and potentially
more contentious world”.
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24
Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
Technology Outlook
Earnings outlook
After increasing 9% in 2021, worldwide IT spending is
expected to reach $4.4trn this calendar year representing
an increase of 4.0%, in current dollar terms. However,
this forecast has already been revised lower from +5%
forecast in January reflecting deepening geopolitical and
macroeconomic risks. For 2022, the technology sector
is expected to deliver revenue and earnings growth of
11.2%/12% while the S&P 500 is forecast to grow at
9.8%/10.3% respectively. These forecasts do not look
unreasonable, particularly after a solid Q1 results seasons
that at the time of writing has seen the sector deliver
11.7% y/y revenue growth. However, guidance has been
more mixed than usual, likely reflecting inflation, supply
chain challenges, USD strength and the impact of the
conflict in Ukraine. These headwinds come at a tricky time
for the technology sector’s net profit margins which are
elevated at c.25% as compared to the five-year average
of 21.8%. Sustained US Dollar strength could challenge
revenue estimates given the sector’s international exposure
of 59% (the highest of any sector) vs. 41% for the market.
Valuation
Having made a new cycle high of 28x ahead of the Fed
Pivot in November 2021, technology valuations have been
in retreat. Today, the forward P/E of the technology sector
is c.19 – considerably less than this time last year (26x),
below the five-year average (21.7x) but still ahead of the
10-year (18.2x) average. In addition, technology remains
the best-capitalised US sector and the only one with net
cash. The sector’s relative rating has also contracted from
post-2004 highs of 1.4x registered in late 2021. Today,
technology stocks trade at 1.1x the market PE multiple,
towards the middle of its post-dotcom bubble range of
0.9-1.4x and a far cry from levels seen during the dotcom
bubble, when the sector traded at more than twice the
market multiple. However, as we have long argued,
aggregate valuations continue to be diluted by ‘cheap’
incumbents such as HP and Intel (and now arguably Meta /
Facebook) that trade on P/Es of between 7-13x.
S&P Information Technology Forward PE, as
at 1/7/22
50
45
40
35
30
25
20
15
10
S&P 500 Information Technology Sector Forward P/E (1/7/2022 = 19.33)
+4 SD
+3 SD
+2 SD
+1 SD
Mean
-1 SD
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Source: S&P Capital IQ and MSCI, Inc. (GICS)
# standard deviations from the mean on 1/7/2022 = -0.11
S&P Information Technology Forward PE, as at 1/7/22
S&P Information Technology Relative
Forward PE as at 1/7/22
2.6
2.4
2.2
2.0
1.8
1.6
1.4
1.2
1.0
0.8
0.6
Ratio of S&P 500 Information Technology Sector Forward P/E to S&P 500 Forward P/E (1/7/2022 = 1.14)
+5 SD
+4 SD
+3 SD
+2 SD
+1 SD
Mean
-1 SD
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Source: S&P Capital IQ and MSCI, Inc. (GICS)
# standard deviations from the mean on 1/7/2022 = -0.18
S&P Information Technology Relative Forward PE as at 1/7/22
Last year, we highlighted how the technology story had
hardly gone unnoticed, evidenced by next-generation
valuations that had expanded to cycle highs, revisiting
levels not seen since the late 1990s. While this group of
stocks boasted unusual growth profiles, we cautioned
that elevated valuations also reflected several late-cycle
features – elevated retail participation, SPAC issuance,
concentrated portfolios and ‘classic late-cycle exuberance’
that had coalesced around long-term ‘total addressable
market’ (TAM) investing. Since then, those pockets of
exuberance have been truly burst including ARK (a proxy
Investment Manager’s Report continued
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for TAM investing) which peaked in February 2021 – a full
nine months before our own benchmark made its highs–
and has subsequently suffered peak-to-trough decline of
c.77%. SPACs have fallen by c.50%. At time of writing,
valuations across the SaaS space have more than halved
across all growth groups. While we have been nervous
about high-growth valuations, our own base case did not
envisage a derating that would be as deep or dramatic as
it is currently proving; what began as an overdue valuation
reset has gathered momentum of its own as investors have
begun to question the durability of growth and even the
validity of some companies’ non-GAAP profitability given
high (and persistent) levels of share-based compensation.
While macroeconomics and the Fed pivot have played a
significant part in this, it has been the reversing fortunes
of the working from home (WFH) and other pandemic
beneficiaries that began this process.
Spending Priorities / Favoured Themes
Although next-generation valuations are currently under
pressure, IT spending priorities are unlikely to change
nearly as dramatically. Indeed, a recent JP Morgan survey
of 142 Chief Information Officers (CIO) responsible for
$114bn spend expect IT budget growth of +5.3% and
+5.7% in 2022 and 2023 respectively, versus c.4.8%
expected during the pandemic. The survey (and others
like it) support the view that IT budgets continue to
be reallocated in favour of new technologies. Cloud
computing remains the number one IT priority, while other
high priority areas include security, digital transformation,
analytics, collaboration, and AI. Demand for IT services
also remains strong due to accelerated digital demand and
the constrained talent environment. In contrast (and at
the margin) there does appear to be some levelling off in
spend intentions for communications software likely due to
reopening/WFH digestion. Hardware also remains one of
the slowest growth areas, with PCs seeing a deterioration
in CIO prioritisation post-WFH, while the cloud shift
continues to represent significant longer-term risk.
Expected IT budget gainers / losers among
select vendors
Microsoft
Amazon
Google
SAP
Salesforce.com
VMware
Dell (incl. EMC)
Hewlett-Packard Enterprise
Oracle
IBM (incl Red Hat)
% of Responses Expecting Vendor with Largest Gain or Loss of Incremental Share of IT Budget
as a Result of shift to Cloud in Next Three Years
Top 5 Increase
Spending
Gain
Lose
Source: AlphaWise, Morgan Stanley Research
Bottom 5 Decrease
Spending
10%0% 20% 30% 40% 50% 60%
42%
13%
3%
2%
0%
-8%
-9%
-9%
-10%
-12%
40%
21%
6%
0%
6%
-6%
-13%
-14%
-15%
-16%
Net%
4Q21
Net%
3Q21
Expected IT budget gainers / losers among select vendors
More broadly, and consistent with previous years, legacy
technologies, and vendors such as IBM, Oracle and Dell
are expected to remain market-share donors despite their
best efforts (and M&A) to reinvent themselves. At a time
when growth stocks are under sustained pressure, this is a
good reminder of why value investing within technology is
something of a Faustian pact (and why we avoid it). Instead,
we construct our portfolio around seven core themes:
internet advertising / ecommerce, software-as-a-service,
cloud infrastructure, cybersecurity, data economy / AI, digital
entertainment and connectivity/5G. In addition, we have
exposure to a number of secondary themes including fintech/
payments, automotive, clean energy, and medical technology.
We are also excited about the long-term disruptive potential
of emerging themes such as blockchain and the metaverse.
Technology Risks
As ever, there are multiple risks to our constructive medium-
term view. Many of these relate to macroeconomics
(recession; inflation; war, and others) that are covered
broadly elsewhere. In addition, we should highlight the risk
to technology spending should CEO confidence meaningfully
deteriorate. Despite survey results suggesting otherwise,
there could be some risk to cloud spending should earlier-
stage companies/unicorns spend less aggressively. Other ‘big
picture’ risks include widespread component shortages
and labour market tightness. Valuation is another risk
because even after this atypical correction, technology stocks
have retraced back to average, rather than cheap territory
versus history. While earnings progress is expected to
moderate this year, numbers look at risk of downward
revision given the weaker global growth outlook and US
Dollar strength while record technology margins could
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26
Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
be challenged by soaring input prices, tight labour markets
and/or reopening (as companies give up or reinvest some
of their pandemic savings).
As we warned last year, a steeper yield curve (noticeably
absent at present) is unlikely to prove good news for
technology stocks. Regulation remains a key risk with
events in China after the aborted IPO of Ant a salient
reminder of regulatory risk. That said, we are comforted
by the existence of due legal process in liberal democracies
painfully absent elsewhere. However, we would not be
surprised to see a resurgence in regulatory scrutiny in the
US post-COVID. While legislation will not be easy to pass,
restrictive legislation has already been proposed by members
of both parties that focus on app stores, first party/third
party seller conflicts and responsibility for content on
internet platforms (revising Section 230). We expect ‘Big
Tech’ and their natural monopolies to continue to invite
scrutiny and the drumbeats in Washington to grow louder
over the coming year ahead of key lawsuits slated for 2023.
Concentration Risk
In addition to market and sector specific risks, it would
be remiss of us not to remind our shareholders about the
concentration risk both within the Trust and the market-
cap weighted index around which we construct the
portfolio. At the end of June, our three largest holdings –
Microsoft, Apple and Alphabet – represented c.28.5% of
our NAV and c.41.3% of our benchmark respectively. Five
years ago, our top three positions (Alphabet, Apple and
Microsoft) accounted for c.22% of NAV and c.30% of our
benchmark. The higher concentration of both our portfolio
and benchmark reflects the spectacular performance of a
handful of stocks that captured the zeitgeist of this cycle.
These are unique, nonfungible assets and their long-term
success represents their dominance of their respective
industries in an interconnected world where network effects
are paramount, and the marginal cost of distribution is low.
Their influence is not only felt within technology indices;
at the end of June, the largest ten stocks (including these
three) in the S&P 500 accounted for 28.0% of its market
cap. While off recent highs, this level of concentration
is commensurate with levels not seen since the early
1980s. Although this makes the portfolio (and indices)
more sensitive to the performance of a few stocks, we
are encouraged by the fact that the largest ten stocks also
explained 29% of index earnings as at year end. Trading at/
around a market multiple, these stocks dominate market-
cap indices because of their earnings progress, rather than
because they sport outlandish valuations as was the case in
the late 1990s. We are very comfortable moving materially
underweight them should we become concerned about
their growth or return prospects, or should we find more
attractive risk-reward profiles elsewhere in the market.
Conclusions
As one of the largest beneficiaries of the pandemic,
reopening was always going to generate crosscurrents
for the technology sector. E-commerce normalisation
has led to significant retracements within the internet
and payment subsectors which are likely to take time
to recapture. However, we are confident that secular
tailwinds will reassert themselves, supported by favourable
demographics. Software spending growth remains robust
as companies digitally transform, automate workflows,
gain insight from AI, secure themselves from cyberattacks
and apply technology to drive productivity gains. Gartner
believe software spending will increase 9.6% this year;
IDC size digital transformation as a $10trn opportunity
through 2025. And then there’s a myriad of other secular
themes within technology to get excited about – AI,
cybersecurity, electric vehicles (EVs), healthcare and clean
energy to name a few, as well as optionality associated
with autonomous vehicles, the metaverse and blockchain/
distributed computing. With macroeconomics currently
dominating equity markets and near-term volatility high, it
is easy to forget how good the long-term technology
story is.
Long-term returns ultimately reflect economic value
added, even if market disruptions and cyclical impulses
can overwhelm the powerful underlying drivers of
longer- term technological progress in the short term.
If the past year has shown anything, it is the enormous
risk associated with hubristic and Panglossian investment
approaches: TAM, growth at any price, disregard for
liquidity, and high conviction trumping risk management as
the basis for portfolio construction. None of these things,
however, alter the underlying criticality of technology
(via its contribution to total factor productivity) to future
economic growth, especially as the other two inputs to
growth (capital and labour) may contribute less as they
become relatively scarcer. As the OECD puts it (quoting
Krugman): “Productivity isn’t everything, but in the long
run it is almost everything.”. Technology is the handmaiden
to productivity improvement, and so long as the sector can
continue to help the economy become more productive
and create economic value, we expect value to continue to
accrue to equity holders in the most impactful companies
enabling this change.
Investment Manager’s Report continued
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While valuations have now corrected back to medium-
term averages, they are still susceptible to further
downside given increased volatility, the growing influence
of energy prices and real rates on equity markets as well
as heightened recession risk. The current drawdown
(c.21%) is already consistent with the average non-
recessionary bear market (-18% over eight months).
However, the average recessionary bear market has
seen the market fall by c.33% over 17 months, suggesting
the current correction may only be c. two-thirds complete
in the event of a recession. That said, technology
valuations have meaningfully corrected such that next-
generation software stocks now trade broadly in line with
incumbents on a forward EV/sales basis. The last time
this happened was 2015/2016 when the market was also
significantly concerned about a hard landing, suggesting
that technology stocks have begun to meaningfully price
in recession risk. As such, we have begun to rebuild our
exposure to higher-growth stocks while maintaining a
modest amount of Nasdaq put protection and cash to help
ameliorate the impact of further market weakness while
ensuring the portfolio remains highly liquid.
Cloud vs. Legacy Software Valuations,
Forward EV/Sales (2010 – June 2022)
25x
20x
15x
10x
5x
0x
Legacy
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Cloud
Source: KeyBanc, 8/7/22
EV/trailing 12 month sales
Cloud vs. Legacy Software Valuations, Forward EV/Sales
(2010 – June 2022)
Ben Rogoff
19 July 2022
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Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
Investment Manager’s Core Themes
Cloud Infrastructure
Of the technologies that enjoyed a pandemic boost, few
are likely to prove as durable as those that accrued to cloud
computing. The past two years have seen an accelerated
shift to the cloud to support digital transformation,
remote work, and a plethora of new services “at a scale
unprecedented in human history”.
We’re excited about…
Cloud computing continues to deliver strong growth at
extraordinary scale, with the three dominant vendors
(Amazon, Microsoft and Google) now running at a
collective annual revenue run rate of $140bn, up +41%
y/y. Strong cloud growth necessitates cloud capex growth
which should underpin demand for semiconductors,
memory and networking equipment in cloud data
centres; Morgan Stanley have increased their expectations
for hyperscaler capex growth in 2022 to +27% y/y. AI
continues to be a major driver of cloud adoption as
companies move from proof of concept to production
use cases; Gartner expects AI software revenue to reach
$62.5bn this year, up +21% y/y. Environmental tailwinds
are also likely to support future adoption.
Current holdings
Amazon, Microsoft, Alphabet, Arista Networks, AMD,
NVIDIA.
Representing 28.5% of net assets at 30 April 2022.
Cybersecurity
Cybersecurity plays a vital role in protecting the digital
economy and has been elevated from an IT problem to a
business imperative which has seen its share of IT budgets
grow from c.4.8% in 2011 to 8.4% in 2021. We believe
growth should be supported by cybercrime incidents that
continue to grow in both volume and sophistication. The
cost of cybercrime is estimated at $1trn, equivalent to c.1%
of global GDP.
We’re excited about…
Cybercrime incidents continue to grow alongside
technological advances such as social media, cloud
computing and digital transformation that expand the
so-called ‘attack surface’. This should support cybersecurity
spending which also benefits from the shift in primary
aim from data theft to business disruption as well as
a growing regulatory imperative. In 2021, there was a
ransomware attack every 11 seconds. We are particularly
excited about cloud security spending with CrowdStrike
estimating that today cloud security spend amounts to only
1% of the underlying infrastructure spend today. While
we do not believe that cybersecurity has benefitted from
significant pull-forward during the pandemic, strong recent
results have not been rewarded due to macroeconomic
uncertainty. Downside risk could also be ameliorated by
M&A activity following a strong 2021 which saw McAfee,
Mimecast and Proofpoint all acquired by private equity.
Current holdings
CrowdStrike Holdings, CyberArk Software, Tenable
Holdings, CloudFlare, eMemory Technology, Okta.
Representing 3.7% of net assets at 30 April 2022.
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Cloud Software
Like infrastructure, the software industry has been
migrating to a subscription model powered by the cloud.
The trend to software-as-a-service (SaaS) models has
greatly increased the software market by collapsing upfront
costs. This has made it possible for smaller companies to
access software previously reserved for enterprises as well
as facilitating myriad new vertical applications. By 2025,
almost two-thirds of spending on application software will
be directed towards the cloud.
We’re excited about…
Despite a more challenging macroeconomic backdrop,
software results have remained solid with companies
continuing to invest in digital transformation. Microsoft
CEO Satya Nadella recently noted strength in demand
for automation technology “because in an inflationary
environment, the only deflationary force is software.”.
ServiceNow’s CEO further highlighted how macro
“challenges have underscored the urgency of investment
in digital business”. Unfortunately, these imperatives
and generally sound results have been in contrast with a
massive derating in sector valuations. While this correction
was overdue (and influenced by waning growth in earlier
work-from-home beneficiaries) we have begun to rebuild
our portfolio exposure as the de-rating appears well
beyond any fundamental change in sector outlook. On
a medium-term view, we remain excited about ongoing
SaaS penetration with the cloud explaining just 15% of the
$2trn enterprise IT stack today.
Current holdings
Microsoft, ServiceNow, Salesforce.com, Adobe Systems,
MongoDB, HubSpot.
Representing 16.0% of net assets at 30 April 2022.
Artificial Intelligence
AI can analyse and extract insight from huge quantities of
data which could augment and potentially replace human
decision making and allow a much tighter interaction
between the physical and digital worlds. We are early and
the opportunity is growing: more data is created per hour
today than was captured in an entire year just 20 years ago
and only 0.5% of all data captured is being analysed. AI
could be a $734bn market by 2027.
We’re excited about…
Before the advent of AI, companies could only analyse
structured data which is very expensive to gather, store
and process, resulting in just 3% of total data captured
being tagged. The leading AI-specific applications today are
image recognition and Natural Language Processing (NLP).
NLP remains a key battleground for tech giants fighting for
supremacy in AI given the easy adaption for a wide range
of downstream tasks through transfer learning, whereas
startups look more at machine vision because entry barriers
are lower. We are seeing AI technology move from being
proof of concept - beating humans at video games - to
deployments by companies outside the technology space.
We have seen this in credit underwriting, autonomous
mining vehicles, machine-vision recycling sorting and
myriad other applications including AI-based ‘digital twins’;
digital representations of a physical objects which mirror the
physical object. We continue to regard the semiconductor
and SPE industries as a levered way to play AI proliferation
in addition to industry leaders Google and Microsoft.
Current holdings
NVIDIA, Synopsys, Applied Materials, Tokyo Electron, AMD,
Alphabet, Microsoft.
Representing 27.5% of net assets at 30 April 2022.
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Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
Internet
The internet sector has been challenged by the reversal of
trends which supported strong US ecommerce growth and
multiple expansion during COVID, including stay-at-home
orders, the impact of stimulus and consumer spending
shift to goods versus services. Although growth has slowed
against tough comparators, ecommerce spending in 2021
remains at levels c.70% higher than 2019 and subsectors
more exposed to reopening trends continue to deliver
strong growth. Social media continues to play a central
role in our everyday lives, with the world set to spend more
than four trillion hours using social media in 2022.
We’re excited about…
Ecommerce penetration of total retail sales remains low,
having steadily increased 0.4%-0.9% per year for the
decade through 2019 to reach 10.5%, then spiking
dramatically during COVID to reach 14.6%, before
declining modestly this year. COVID forced a large group
of consumers and some large sectors in the economy
(e.g. grocery) online and, despite near-term headwinds,
it still seems reasonable to assume ecommerce’s share
of incremental retail sales will be higher in the five years
following the pandemic (c. 2/3) than in the five years
before it (c.1/3). Online advertising suffered in sympathy
with ecommerce and faced incremental headwinds from
changes to Apple’s user-tracking policies and the influence
of TikTok increasingly felt across the landscape. There
has been a blurring of the boundaries between social
media and e-commerce with short-form video and social
commerce continuing to take share.
Current holdings
Amazon, Alphabet, Snap, Shopify, Airbnb.
Representing 12.4% of net assets at 30 April 2022.
Digital Entertainment
The combination of smartphones, broadband and app
stores have resulted in an explosion of internet applications
and a reallocation of time spent on entertainment. We
remain excited about the potential of over-the-top (OTT)
video, streaming music, and video gaming to continue to
grow entertainment wallet share. However, weaker recent
trends amid reopening and waning consumer confidence
have dampened our near-term enthusiasm for the theme.
We’re excited about…
After a stellar 2020, reopening has played havoc with
digital entertainment and videogaming stocks due to
pandemic-related strength demand pull-forward and
heightened competition, as well as slowing growth on
tough comparisons causing valuation compression. For
2021, the video games software industry only grew
1% y/y having grown 23% in 2020. This slowdown
(and associated multiple compression) more than offset
sustained M&A activity that has continued into 2022
with the proposed acquisitions of Activision and Zynga
representing the two largest gaming deals ever. While
growth is expected to reaccelerate this year, there remains
considerable uncertainty around consumer spending
given elevated energy prices and weakening confidence.
Recent disappointments for high-profile consumer facing
stocks such as Amazon and Netflix have also been painful
reminders that reopening headwinds and the shift from
goods to services spending, may not yet be fully priced
in. As such we have meaningfully reduced our exposure
to this consumer-facing theme, maintaining a position in
Nintendo and a collection of tail-names including ROBLOX
(user created gaming platform) and Take-Two Interactive
Software.
Current holdings
Nintendo, ROBLOX, Take-Two Interactive Software, Spotify.
Representing 1.2% of net assets at 30 April 2022.
Investment Manager’s Core Themes continued
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Connectivity / 5G
The 5G network rollout continues apace despite an air
pocket in China and 5G handset penetration also tracked
above earlier forecasts, reaching 39% in 2021. Apple had
another strong year and proved more adept than most at
handling supply chain challenges. In Electric Vehicles, EV
sales penetration has grown from 1% in 2017 to 8% in
2021, with unit sales up +101% last year as automakers
prioritised EV production to meet consumer demand
and avoid emissions penalties in the face of widespread
shortages.
We’re excited about…
A hybrid workforce, more cloud-delivered applications
and more data from digital customer interactions means
the need for network speed and capacity upgrades.
Architectural upgrades designed to enhance security
posture as well as deliver efficiency. Apple has so far been
less subject to WFH headwinds as the Services business
continues to grow well and consumers have enthusiastically
adopted Macs with the new M1 chip, which speaks to
Apple’s dominant position in smartphones and ability to
monetize their billion-strong loyal user base ever more
effectively. EV adoption remains early, as consensus expects
EV sales to reach one third of new car sales by 2030, but
some analysts have suggested the majority could be EVs
by this point based on OEM targets, S-curve adoption
models and government emissions mandates. We continue
to believe the megatrends of electrification, autonomy
and connectivity represent the biggest revolution in the
automotive industry since Henry Ford unveiled the Model T
in 1908.
Current holdings
Apple, Qualcomm, MediaTek, Taiwan Semiconductor, Tesla,
BYD, ON Semiconductor.
Representing 16.3% of net assets at 30 April 2022.
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32
Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
% % Pence per share
NAV per share at 30 April 2021 2496.44
Market Impact
Benchmark performance (Sterling adjusted) -0.87
Active Management
Stock Allocation Effect~ -6.82
Stock Trading and Timing Effect~ -0.10
Total active management -6.92
Other factors
Liquidity/gearing effect 0.97
Ongoing charges including performance fee -0.84
Total other factors 0.13
Performance of NAV -7.66 -191.31
NAV per share at 30 April 2022 2305.13
~ Stock allocation effect refers to the portion of the total relative performance which is attributable to being overweight or underweight in a security. Stock
Trading and Timing effect refers to the portion of the total relative performance which is attributable to the different returns from a security in the fund and
in the benchmark over the same period of time. Refer to Investment Manager’s Report on pages 16 to 27 for further information.
Performance Attribution
Movement in net asset value (total return) per share
Over the year to 30 April 2022 the Net Asset Value per share fell by 7.66% compared to the decline in total return
provided by the Benchmark of 0.87%. The below table breaks down the Company’s absolute one year return into market
impact, active management and other factors.
Performance attribution by investment
The top ten relative contributors and the bottom ten relative detractors from performance over the year to 30 April 2022.
-1.5 -1.0 -0.5 0.0 0.5 1.0
Alibaba**
EInk
Arista Networks
Tesla Motors
Cloudflare
Tenable
Marvell Technology
Advanced Micro Devices
CrowdStrike
BYD
Paypal*
Amazon.com
Chegg*
Broadcom*
Twilio
Everbridge*
Snap
Netflix*
Microsoft**
Apple**
0.88
0.41
0.30
0.29
0.26
0.25
0.25
0.25
0.24
0.22
-0.38
-0.39
-0.42
-0.42
-0.46
-0.50
-0.50
-0.53
-0.64
-1.66
0.38
-0.39
-0.42
-0.42
-0.46
-0.50
-0.50
-0.53
-0.64
-1.66
All of the above companies were held during the year to 30 April 2022. All data sourced from Polar Capital LLP.
*not held at the year ended 30 April 2022/**underweight position relative to the Benchmark.
Portfolio Review
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Overview
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Financial
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Information
Breakdown of investments by region
as at 30 April 2022
Performance attribution by region*
year to 30 April 2022
Market capitalisation of underlying investments
as at 30 April 2022
Performance attribution by market capitalisation*
over the year to 30 April 2022
0 10 20 30 40 50 60 70 80
US & Canada
Japan
Asia Pacific
(ex-Japan)
Other Net
Assets
Europe
(inc - UK)
Middle East
& Africa
2022
2021
74.2
70.1
10.2
12.6
7.9
4.9
3.4
4.7
2.9
7.1
1.4
0.6
0 10 20 30 40 50 60 70 80 90 100
Market Capitalisation
<$1bn
Market Capitalisation
$1bn-$10bn
Market Capitalisation
>$10bn
2022
2021
11.7
7.8
88.0
91.8
0.3
0.4
-10 -8 -6 -4 -2 0 2 4
2.14
0.97
-0.00
-0.03
-0.40
-0.67
-7.95
Asia Pacific (ex-Japan)
Liquidity/gearing effect
Middle East & Africa
Latin America
Japan
Europe (inc-UK)
US & Canada
-7 -6 -5 -4 -3 -2 -1 0 1 2
0.97
-6.41
-3.01
Large Cap (>$10bn)
Mid Cap (>$1bn - $10bn)
Small Cap (<$1bn)
Liquidity/gearing effect
-0.35
-0.16
* This represents the gross return of the fund minus the benchmark return. This reflects the attribution effect where the fund’s return is compared to the benchmark
return (excluding ongoing charges including performance fees of 0.84%).
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Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
Classification of Investments*
as at 30 April 2022
North
America
%
Europe
%
Asia Pacific
(inc. Middle
East)
%
Total
30 April
2022
%
Total
30 April
2021
%
Benchmark
Weightings as
at 30 April
2022
%
Software 26.5 0.1 1.0 27.6 25.2 25.9
Semiconductors & Semiconductor Equipment 15.4 2.1 4.9 22.4 18.3 22.6
Technology Hardware, Storage & Peripherals 11.7 0.2 2.7 14.6 12.5 14.4
Interactive Media & Services 12.4 - 1.6 14.0 19.6 13.3
Internet & Direct Marketing Retail 2.2 0.1 0.6 2.9 5.0 2.9
IT Services 2.2 - 0.1 2.3 3.5 4.1
Automobiles 0.9 - 0.7 1.6 0.6 1.6
Electronic Equipment, Instruments & Components - - 1.6 1.6 2.8 1.6
Communications Equipment 1.5 - - 1.5 - 1.5
Entertainment 0.4 - 0.8 1.2 2.5 1.2
Aerospace & Defence 0.7 - - 0.7 0.4 0.7
Machinery - - 0.7 0.7 1.3 0.8
Healthcare Equipment & Supplies 0.3 - 0.3 0.6 0.3 0.6
Electrical Equipment - 0.4 - 0.4 0.2 0.4
Diversified Consumer Services - - - - 0.9 -
Leisure Products - - - - 0.8 -
Healthcare Providers & Services - - - - 0.7 -
Auto Components - - - - 0.4 -
Media - - - - 0.1 -
Total investments (£2,811,080,000) 74.2 2.9 15.0 92.1 95.1
Other net assets (excluding loans) 6.0 2.3 1.3 9.6 6.4
Loans (0.9) - (0.8) (1.7) (1.5)
Grand total (net assets of £3,050,985,000) 79.3 5.2 15.5 100.0 -
At 30 April 2021 (net assets of £3,408,763,000) 72.4 8.5 19.1 - 100.0
* The classifications are derived from the Benchmark as far as possible. The categorisation of each investment is shown in the portfolio available on the
Company’s website. Where a dash is shown for the Benchmark it means that the sector is not represented in the Benchmark. Not all sectors of the
Benchmark are shown, only those in which the Company has an investment at the financial year end.
Portfolio Review continued
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Shareholder
Information
Top 10 Investments as at 30 April 2022
Ranking
Value of holding
£'000
% of total net
assets
2022 2021 2022 2021 2022 2021
1 (1) 336,977 296,561 11.0 8.7
Held since: 2007
Founded in 1975, the company is the largest software company in the world and has built a dominant franchise in desktop
software through its ubiquitous Windows operating system, Office productivity software and Azure Cloud computing service.
2 (3) 305,244 281,211 10.1 8.2
Held since: 2003
Apple is a leading supplier of personal computers, smartphones, tablets and accessories such as AirPods that feature or integrate
with the company’s proprietary OS X operating system. Other services include AppleTV, Apple Music and its subscription-based
iCloud storage.
3 (2) 249,058 292,143 8.2 8.6
Held since: 2005
As the parent company of Google, the company is the dominant provider of Internet search, online advertising, web applications
and tools and its Android (mobile OS) combined with Chrome (browser) and Google Maps have enabled it to maintain its market
leadership during the mobile internet transition.
4 (9) 95,065 74,141 3.1 2.2
Held since: 2016
NVIDIA is a US fabless semiconductor company with leading market share in graphics processors (GPUs) used in gaming,
professional visualisation, data centre and automotive. Supported by its CUDA programming model, the company’s GPUs are
critical components in Artificial Intelligence (AI) platforms helping to train neural networks.
5 (13) 86,045 52,175 2.8 1.5
Advanced Micro Devices is an American semiconductor company that develops computer processors and related technologies for
business and consumer markets.
Held since: 2016
6 (5) 82,312 115,503 2.7 3.4
Held since: 2007
A manufacturer of a very wide array of products ranging from components to finished products for both consumer electronics
and industrial end markets. The company is particularly renowned for its high global market share in the fields of memory
semiconductors (NAND/DRAM), LCD displays, and mobile smartphones/tablets.
7 (6) 82,012 110,029 2.7 3.2
Taiwan Semiconductor engages in the manufacture and sale of integrated circuits and wafer semiconductor devices. Its chips
are used in personal computers and peripheral products; information applications; wired and wireless communications systems
products; automotive and industrial equipment including consumer electronics such as digital video compact disc player, digital
television, game consoles, and digital cameras.
Held since: 2001
8 (10) 59,248 61,023 1.9 1.8
Held since: 2001
ASML manufacture complex lithography machines which chipmakers use to produce integrated circuits, or computer chips and
provide chipmakers with hardware, software and services to mass produce patterns on silicon through lithography.
9 (15) 57,558 47,029 1.9 1.4
Held since: 2009
Amazon is a multinational technology company that focuses on e-commerce, Cloud computing, digital streaming and artificial
intelligence.
10 (22) 56,280 30,463 1.8 0.9
Held since: 2015
ServiceNow is an American software company that develops a cloud computing platform to help companies manage digital
workflows for enterprise operations.
Total
1,409,799 46.2%
www.polarcapitaltechnologytrust.co.uk
36
Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
Full Portfolio
Stock Sector Region
30 April
2022
£’000
30 April
2021
£’000
30 April
2022
%
30 April
2021
%2022 2021
1 (1) Microsoft Software North America 336,977 296,561 11.0 8.7
2 (3) Apple Technology Hardware, Storage & Peripherals North America 305,244 281,211 10.1 8.2
3 (2) Alphabet Interactive Media & Services North America 249,058 292,143 8.2 8.6
4 (9) Nvidia Semiconductors & Semiconductor Equipment North America 95,065 74,141 3.1 2.2
5 (13) Advanced Micro Devices Semiconductors & Semiconductor Equipment North America 86,045 52,175 2.8 1.5
6 (5) Samsung Electronics Technology Hardware, Storage & Peripherals Asia Pacific 82,312 115,503 2.7 3.4
7 (6) Taiwan Semiconductor Semiconductors & Semiconductor Equipment Asia Pacific 82,012 110,029 2.7 3.2
8 (10) ASML Semiconductors & Semiconductor Equipment Europe 59,248 61,023 1.9 1.8
9 (15) Amazon.com Internet & Direct Marketing Retail North America 57,558 47,029 1.9 1.4
10 (22) ServiceNow Software North America 56,280 30,463 1.8 0.9
Top 10 investments 1,409,799 46.2
11 (4)
Meta Platforms
(previously Facebook)
Interactive Media & Services North America 54,509 143,131 1.8 4.2
12 (20) Micron Technology Semiconductors & Semiconductor Equipment North America 48,220 38,249 1.6 1.2
13 (-) Arista Networks Communications Equipment North America 44,318 - 1.5 -
14 (8) Tencent Interactive Media & Services Asia Pacific 43,880 78,674 1.4 2.3
15 (-) KLA-Tencor Semiconductors & Semiconductor Equipment North America 39,816 - 1.3 -
16 (28) CrowdStrike Software North America 39,441 25,213 1.3 0.7
17 (17) HubSpot Software North America 38,675 44,270 1.3 1.3
18 (44) Marvell Technology Semiconductors & Semiconductor Equipment North America 38,601 16,803 1.2 0.5
19 (11) Applied Materials Semiconductors & Semiconductor Equipment North America 36,986 59,068 1.2 1.7
20 (18) Snap Interactive Media & Services North America 36,334 41,944 1.2 1.2
Top 20 investments 1,830,579 60.0
21 (37) Qualcomm Semiconductors & Semiconductor Equipment North America 32,622 19,753 1.0 0.6
22 (26) Seagate Technology Technology Hardware, Storage & Peripherals North America 27,421 28,123 0.9 0.8
23 (-) Tesla Motors Automobiles North America 26,891 - 0.9 -
24 (25) Mastercard IT Services North America 26,330 28,215 0.9 0.8
25 (12) Adobe Software North America 25,980 53,963 0.8 1.6
26 (57) Lattice Semiconductor Semiconductors & Semiconductor Equipment North America 24,788 14,916 0.8 0.4
27 (23) Zendesk Software North America 24,415 30,294 0.8 0.9
28 (21) Tokyo Electron Semiconductors & Semiconductor Equipment Asia Pacific 23,889 38,083 0.8 1.1
29 (-) Five9 Software North America 23,654 - 0.8 -
30 (-) Elastic Software North America 23,453 - 0.8 -
Top 30 investments 2,090,022 68.5
Ranking
Value of holding % of net assets
Ranking
Value of holding % of net assets
Portfolio Review continued
www.polarcapitaltechnologytrust.co.uk
37
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Stock Sector Region
30 April
2022
£’000
30 April
2021
£’000
30 April
2022
%
30 April
2021
%2022 2021
31 (88) Nintendo Entertainment Asia Pacific 23,413 8,557 0.8 0.2
32 (96) BYD Automobiles Asia Pacific 23,080 7,073 0.7 0.2
33 (71) Axon Enterprise Aerospace & Defense North America 21,985 12,144 0.7 0.4
34 (51) CyberArk Software Software Asia Pacific 21,721 15,768 0.7 0.5
35 (63)
Monolithic Power
Systems
Semiconductors & Semiconductor Equipment North America 20,305 14,258 0.7 0.4
36 (-) Pure Storage Technology Hardware, Storage & Peripherals North America 19,712 - 0.7 -
37 (42) Airbnb Interactive Media & Services North America 19,708 17,276 0.7 0.5
38 (24) Visa IT Services North America 19,629 29,196 0.6 0.9
39 (-) E Ink Electronic Equipment, Instruments & Components Asia Pacific 19,235 - 0.6 -
40 (7) Alibaba Internet & Direct Marketing Retail Asia Pacific 18,888 79,532 0.6 2.3
Top 40 investments 2,297,698 75.3
41 (-) Palo Alto Networks Software North America 18,479 - 0.6 -
42 (27) Salesforce.com Software North America 18,315 25,730 0.6 0.8
43 (81) Unity Software Software North America 17,761 9,456 0.5 0.3
44 (84) Smartsheet Software North America 16,414 8,900 0.5 0.3
45 (65) Cloudflare Software North America 15,864 13,727 0.5 0.4
46 (76) Power Integrations Semiconductors & Semiconductor Equipment North America 14,930 10,635 0.5 0.3
47 (-) ON Semiconductor Semiconductors & Semiconductor Equipment North America 14,451 - 0.5 -
48 (48) TripAdvisor Interactive Media & Services North America 14,362 16,227 0.5 0.5
49 (64) Snowflake Software North America 13,973 13,956 0.5 0.4
50 (80) MongoDB Software North America 13,343 9,522 0.5 0.3
Top 50 investments 2,455,590 80.5
51 (89) Shopify IT Services North America 13,251 8,338 0.4 0.2
52 (30) Twilio Software North America 13,034 24,094 0.4 0.7
53 (35) Tenable Software North America 12,985 19,893 0.4 0.6
54 (38)
Zoom Video
Communications
Software North America 12,578 19,029 0.4 0.6
55 (101) SolarEdge Technologies Semiconductors & Semiconductor Equipment Asia Pacific 12,519 5,295 0.4 0.2
56 (-) eMemory Technology Semiconductors & Semiconductor Equipment Asia Pacific 12,388 - 0.4 -
57 (36) Okta Software North America 12,146 19,789 0.4 0.6
58 (-) SiTime Semiconductors & Semiconductor Equipment North America 11,860 - 0.4 -
59 (87) Ceres Power Electrical Equipment Europe 11,569 8,743 0.4 0.2
60 (47) Workday Software North America 11,557 16,379 0.4 0.5
Top 60 investments 2,579,477 84.5
Ranking
Value of holding % of net assets
www.polarcapitaltechnologytrust.co.uk
38
Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
Stock Sector Region
30 April
2022
£’000
30 April
2021
£’000
30 April
2022
%
30 April
2021
%2022 2021
61 (-) Synopsys Software North America 11,533 - 0.4 -
62 (53) MediaTek Semiconductors & Semiconductor Equipment Asia Pacific 11,125 15,489 0.4 0.5
63 (49) TDK Electronic Equipment, Instruments & Components Asia Pacific 10,791 15,954 0.4 0.5
64 (-) Paycom Software Software North America 10,780 - 0.3 -
65 (-) Square IT Services North America 9,990 - 0.3 -
66 (72) Atlassian Software Asia Pacific 9,414 12,115 0.3 0.3
67 (-) Kornit Digital Machinery Asia Pacific 9,356 - 0.3 -
68 (106) Kinaxis Software North America 9,169 3,593 0.3 0.1
69 (79) Qualtrics International Software North America 8,840 9,627 0.3 0.3
70 (86) Dexcom Healthcare Equipment & Supplies North America 8,749 8,756 0.3 0.3
Top 70 investments 2,679,224 87.8
71 (-) Hoya Healthcare Equipment & Supplies Asia Pacific 8,746 - 0.3 -
72 (59) Roblox Entertainment North America 8,655 14,585 0.3 0.4
73 (55) Keyence Electronic Equipment, Instruments & Components Asia Pacific 8,251 15,371 0.3 0.4
74 (-) Coupa Software Software North America 7,487 - 0.3 -
75 (58)
Fuji Machine
Manufacturing
Machinery Asia Pacific 7,403 14,793 0.2 0.4
76 (-) Ambarella Semiconductors & Semiconductor Equipment North America 7,377 - 0.2 -
77 (16) Infineon Technologies Semiconductors & Semiconductor Equipment Europe 6,891 44,581 0.2 1.3
78 (60) Harmonic Drive Systems Machinery Asia Pacific 6,430 14,480 0.2 0.4
79 (100) Hamamatsu Photonics Electronic Equipment, Instruments & Components Asia Pacific 6,376 5,299 0.2 0.2
80 (-) Disco Corporation Semiconductors & Semiconductor Equipment Asia Pacific 6,256 - 0.2 -
Top 80 investments 2,753,096 90.2
81 (-) Naver Interactive Media & Services Asia Pacific 6,137 - 0.2 -
82 (-) UiPath Software North America 5,720 - 0.2 -
83 (-) Intuit Software North America 5,521 - 0.2 -
84 (-) Etsy Internet & Direct Marketing Retail North America 5,067 - 0.2 -
85 (-) CS Disco Software North America 4,266 - 0.2 -
86 (-) DoorDash Internet & Direct Marketing Retail North America 4,212 - 0.1 -
87 (94)
Take-Two Interactive
Software
Entertainment North America 3,926 7,108 0.1 0.2
88 (99) Qt Software Europe 3,542 5,731 0.1 0.2
89 (50) HelloFresh Internet & Direct Marketing Retail Europe 3,456 15,942 0.1 0.5
90 (-) Impinj Semiconductors & Semiconductor Equipment North America 3,417 - 0.1 -
Top 90 investments 2,798,360 91.7
Ranking
Value of holding % of net assets
Portfolio Review continued
Full Portfolio continued
www.polarcapitaltechnologytrust.co.uk
39
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Stock Sector Region
30 April
2022
£’000
30 April
2021
£’000
30 April
2022
%
30 April
2021
%2022 2021
91 (-) Logitech Technology Hardware, Storage & Peripherals Europe 3,309 - 0.1 -
92 (107) Zuken IT Services Asia Pacific 3,081 3,582 0.1 0.1
93 (103) Seeing Machines Electronic Equipment, Instruments & Components Asia Pacific 2,894 4,074 0.1 0.1
94 (102) Tobii Technology Hardware, Storage & Peripherals Europe 2,181 4,140 0.1 0.1
95 (109) ilika Electronic Equipment, Instruments & Components Europe 1,254 2,747 - 0.1
96 (110)
Cermetek
Microelectronics
Electronic Equipment, Instruments & Components North America 1 2 - -
Total equities 2,811,080 92.1
Other net assets 239,905 7.9
Total net assets 3,050,985 100.0
Note: Asia Pacific includes Middle East.
Ranking
Value of holding % of net assets
Environmental, Social and Governance
40
www.polarcapitaltechnologytrust.co.uk
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Environmental, Social and Governance
41
www.polarcapitaltechnologytrust.co.uk
www.polarcapitaltechnologytrust.co.uk
42
Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
ESG – Corporate Perspective
Few folk, if any, in the investment world are not discussing
ESG and what it means for them. There are many
varied and different taxonomies, metrics, opinions and
approaches being taken. The investment trust companies,
like Polar Capital Technology Trust plc, currently have few
regulatory required actions and reporting but we strive to
be cognisant of best practice as we pursue a long-term
and sustainable future for the Company. The Board has
continued to develop its understanding of sustainability
and ESG more generally, sharing their stance with the
Investment Manager, Polar Capital.
Over the past year, we have worked with the Portfolio
Manager and his team to assure ourselves that the relevant
ESG factors are considered as a matter of course in the
investment process. This has involved much discussion with
the team as to how the investment process has naturally
evolved over recent years to include ESG considerations.
As a result, a thorough scrutiny of the investment process
through the ESG lens this year has led to an identification
of where ESG factors are already integrated into the
process and areas where there is value to add in enhancing
the process; many improvements have been made and
monitoring by the Investment Manager is in place.
Governance has variously been an issue with technology
companies. The sector considers itself a driver of the ‘E’
in ESG but there is a need to verify this is the case for our
investee companies. We acknowledge that engagement is
not always possible with the technology giants but we and
the Investment Manager are taking the time to make sure
we are doing what we can.
On pages 44 to 52 the Investment Manager explains ESG
from an investment perspective, bringing it to life by using
several examples.
At the request of the Board, the Investment Manager has
crafted a dashboard, a version of which is provided on
page 53, of all relevant and available metrics but we do
not believe now is the time to be setting targets for these,
given their unrefined state. We will, however, monitor them
over time and evolve them as and when appropriate. We
also engaged with our Investment Manager about their
overall ESG philosophy and found they are engaged on
many different levels.
We all recognise this is a journey into the unknown and
somewhat unquantifiable, but the high-level objectives are
clear and we are steering the Company with those very
much in mind.
ESG and third party service providers
The Investment Manager (on behalf of all clients) receives
assurance on an annual basis that, where required, third-
party service providers comply with the requirements of
the Modern Slavery Act and adhere to a zero-tolerance
policy to bribery and corruption. In light of the growing
requirements surrounding ESG, including TCFD, third party
service providers have been engaged in providing copies of
their ESG, diversity and inclusion, stewardship and other
related policies to the Company. The Board will continue
to monitor the practices of service providers and seek to
assure shareholders where appropriate that suitable policies
and procedures are in place to effect positive change.
Corporate responsibility
The Company’s core investment and administrative
activities are undertaken by its Investment Manager which
aims to limit the use of non-renewable resources and
reduce waste where possible. The Investment Manager has
a corporate ESG policy, which is available in the document
library of the Company’s website, and wherever possible
and appropriate the parameters of such are considered
and adopted by the investment team in relation to the
Company’s management and portfolio construction. As
aforementioned, the Portfolio Managers are required to
consider ESG factors when reviewing new, continuing or
exiting investments but they are not required to take an
investment decision solely on the basis of ESG factors.
The Board monitors the Investment Manager’s approach
to ESG including policies for improving their impact on
the environment, and they themselves take into account
ESG factors in the management of the Company. The
Companies Act 2006 (Strategic Report and Directors’
Reports) Regulations 2013 require companies listed on
the Main Market of the London Stock Exchange to report
on the greenhouse gas (GHG) emissions for which they
are responsible. The Company is an investment trust,
with neither employees nor premises, nor has it any
financial or operational control of the assets which it
owns. Consequently, it has no GHG emissions to report
from its operations nor does it have responsibility for any
other emissions. Information on the GHG emissions of the
Investment Manager can be found within the ESG and
Sustainability area of their website.
www.polarcapitaltechnologytrust.co.uk
43
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Taskforce for Climate-Related Financial
Disclosures (TCFD)
The Company notes the TCFD recommendations on
climate-related financial disclosures. As stated above,
the Company is an investment trust with no employees,
internal operations or property. However, it is an asset
owner and therefore we will work to develop appropriate
disclosures about our portfolio. Information sources are
developing and consultations on reporting requirements
are underway. The Board will continue to work alongside
its Investment Manager to provide more information
as it becomes available. Polar Capital supports TCFD’s
recommendations and is in the process of applying the
guidance to ensure compliance going forward.
Diversity and Gender reporting
The Company has no employees and the Board is
comprised of four female and three male Independent
Non-executive Directors. The Board is cognisant of the
requirements of the FCA Diversity and Inclusion Policy
published in April 2022 and, while the Board does meet
the gender requirements, being a minimum of 40% female
Board members and having at least one senior female
appointment, the current composition does not satisfy
the ethnicity requirements (at least one non-white ethnic
minority Board member). The Board has put in place a
succession plan based on the recommended nine-year
tenure of Directors with allowance for an extended period
of up to 12 years for the role of the Chair (in line with the
Chair Tenure Policy). The Board will continue to consider
the benefits of diversity throughout any recruitment
process, especially when compiling a shortlist of candidates
and selecting individuals for interview in order to ensure a
wide group of candidates. The Board has taken care to take
account of this when developing job specifications and
in the use of head-hunters who demonstrate an ability to
widen the pool of candidates. We are acutely aware that
not doing so could mean we do not attract candidates who
support the Board as a whole to function as best it can. The
Board’s Diversity Policy is discussed further in the Report on
Corporate Governance on page 83.
The Company has not adopted a policy on human rights as
it has no employees or operational control of its assets.
Modern Slavery Act
As an investment company, the Company does not provide
goods or services in the normal course of business and
does not have any customers. Accordingly, the Company
does not consider that it falls within the scope of the
Modern Slavery Act 2015 and therefore does not meet the
criteria requiring it to produce a statement under the Act.
The Company considers its supply chains to be of low risk
as its suppliers are typically professional advisers.
A statement by the Manager under the Act has been published
on their website.
Anti-bribery, corruption and tax evasion
The Board has adopted a zero-tolerance policy (which is
available on the Company’s website) to bribery, corruption
and the facilitation of tax evasion in its business activities.
The Board uses the principles of the policies formulated and
implemented by the Investment Manager and expects the
same standard of zero-tolerance to be adopted by third-
party service providers. The Company has implemented
a Conflicts of Interest policy to which the Directors must
adhere, in the event of divergence between the Investment
Manager’s policy and the Company’s policy the Company’s
policy shall prevail. The Company is committed to acting
with integrity and in the interests of shareholders at all times.
Risk and Responsibility
The Board has a schedule of principle risks and uncertainties
and addresses how these are mitigated on pages 65 to 69;
additionally how the directors have undertaken their duties
in compliance with s172 of the Companies Act 2006 is
provided on pages 70 to 75.
Catherine Cripps
Non-executive Director & ESG Lead
19 July 2022
www.polarcapitaltechnologytrust.co.uk
44
Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
The following report describes the approach Polar Capital
LLP, as Investment Manager to the Company, takes to
ESG and how the policies and practices are applied to
the investments made, or considered, in connection with
managing the portfolio of the Company.
The terms ‘our’, ‘we’, ‘us’ relate to Polar Capital and
specifically the Polar Capital Technology team, on behalf of
Polar Capital Technology Trust (the Company).
Polar Capital’s approach to ESG
ESG continues to be top of mind for many investors and
Polar Capital has invested a large amount of time and
effort formalising its approach. Very little of what we are
doing is wholly new to our investment process, as most
enhancements represent an extension or more rigorous
documentation of existing activities, along with increased
oversight and monitoring.
The primary aim is to take into account the wide range
of ESG risks prevalent in the sector while still reflecting
the enormous opportunities for technology companies to
help solve existential environment and social challenges
such as climate change and financial inclusion. The
Technology and Climate Change report, which is available
on the Company’s website, covers one aspect of the
sector’s crucial role. We are techno-optimists (if not
techno- utopians) and genuinely believe the technology
sector has been and will continue to be a net force for
good in the world, and the handmaiden to a greener and
more equitable future.
Our ESG approach focuses on the ESG issues and factors
we believe are most material to the portfolio and the
planet, and seeks to combine our sector domain expertise
with rigorous external research and oversight. We engage
with companies on ESG matters where it can add value
to our investment process and/or where we can use our
influence to effect change.
Oversight
Central Polar Risk & Sustainability Teams
Oversight from ESG consultant
Exclusions
Alignment
Reporting
Assess company vs Trust’s promoted characteristics
Based on % of revenue or R&D
Sector-based
Norms-based
Portfolio-level
ESG metrics
Company engagement
ESG Analysis
MSCI Report Evaluation & Controversies
Polar ESG Risks & Controversies
Stewardship
Engagement where it adds value or can effect change
Oversight from ESG consultant
Core ESG work undertaken by Technology Analysts
Integrating ESG into our investment process
Our ESG process covers six main aspects:
ESG – Investment Perspective
www.polarcapitaltechnologytrust.co.uk
45
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Exclusions
Polar Capital funds adhere to formal exclusions on all
companies that are linked to the production and/or
marketing of controversial weapons (cluster munitions;
anti-personnel mines; depleted uranium).
We may also choose to exclude companies in certain
subsectors that, in our or the Board’s belief, may have a
negative impact on the world by virtue of their business
activities and those companies in breach of sustainability
principles or widely-accepted behavioural norms including,
but not limited to, the United Nations (UN) Global Compact,
the UN Guiding Principles on Business and Human Rights,
the International Labour Organisation’s conventions and the
Organisation for Economic Co-Operation and Development’s
Guidelines for Multinational Enterprises. Any such exclusions
are discussed with the Board and are reassessed annually.
Where a company does not demonstrate adequate and
timely progress towards re-aligning with these standards, we
may choose to divest from the company, taking into account
the liquidity of the holding.
Alignment
To assess the Company portfolio’s potential to have a positive
impact on the world, we want to reflect the role technology
companies can play in bringing about positive environmental
and social outcomes. To this end, we now assess a portfolio
company’s alignment to three environmental and social
characteristics, in addition to a broader assessment of the
ESG risks and opportunities relevant to each company.
The environmental and social characteristics with which
the Company aligns reflect the wide scope of technology
adoption in the world today and portfolio companies’ roles
in supporting (1) access to technology and communications
infrastructure, (2) increasing business productivity and
efficiency, and (3) empowering individuals. We believe
these characteristics are well-aligned with a number of the
UN Sustainable Development Goals (SDGs). These include
SDGs 3, 4, 7, 8, 9 and 12.
At a high level, the distinction between the characteristics
is as follows:
Access to technology and communications
infrastructure. This includes companies whose
products and services provide technology,
communications, clean technology and data security
infrastructure to promote inclusive and sustainable
industrialisation and foster innovation. This may
include cloud computing (cloud providers, networking
equipment providers, semiconductor companies,
semiconductor capital equipment companies,
infrastructure software); clean technology (power
semiconductors, renewable technology); data security
(cybersecurity, encryption, anti-fraud technology).
Increasing business productivity and efficiency.
This includes companies that contribute to responsible
economic growth through products and services
that enable increases in workforce productivity,
new business formation and more efficient use of
resources. This may include application software, online
advertising, e-commerce, data management, artificial
intelligence and automation.
Empowering individuals. This includes companies
whose products and services enhance the wellbeing
and lives of individuals through innovative platforms
and services that support social empowerment,
improved communication, broader access to commerce,
lifelong learning, training and inclusion. This may
include social networking, smart phones and their
supply chain, online services, health technology,
educational technology, financial technology and
consumer internet.
www.polarcapitaltechnologytrust.co.uk
46
Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
Spotlight on Applied Materials
‘Make Possible a Better Future’
The portfolio investment in Applied Materials demonstrates
how we integrate ESG into our investment process.
Alignment: Applied Materials’ revenue is aligned with
promoting access to technology and communications
infrastructure given that the company’s semiconductor
production equipment and services help customers produce
the semiconductors that are the foundation of technological
infrastructure. The company’s mission to ‘Make Possible
a Better Future’ aligns the company around a 10-year
sustainability roadmap: 1x (how the company runs its own
business), 100x (the industry and its supply chain impact),
10,000x (how Applied Materials’ technology can be used
to advance sustainability on a global scale) and provides
goals for investors to monitor progress against these. Silicon
content per device continues to increase as we transition
to an increasingly ‘smart’ world, and this will be crucial in
helping to transition the world to become more energy
efficient in line with a net zero scenario.
Applied Materials has instigated a 10-year sustainability
roadmap encompassing operations, and “how the company’s
technology can be used to advance sustainability on a global
scale”. They have been an industry leader in promoting lower
emissions in the semiconductor production equipment supply
chain. To this end, they are on track to reduce their own
Scope 1+2 carbon emissions by 50% by 2030 (versus a 2019
baseline) and move to 100% renewable power in 2022 (US)
and 2030 (globally). The company is committed to Science
Based Targets (SBTi) and reporting in line with TCFD.
Climate concerns have been embedded into Applied Materials’
core operations: the company has also instituted explicit design
targets for all new products covering energy and water usage,
chemical consumption and other environmental metrics. ESG
metrics are included in Applied Materials’ Corporate Scorecard
which is tied to executive compensation.
Goal Progress U.N. SDG
3x30 Goals
Reduce equivalent
energy consumption for
semiconductor products
by 30% by 2030
Set energy consumption
baseline for semiconductor
products (2019 basis) and
completed key energy use
models
RESPONSIBLE
CONSUMPTION AND
PRODUCTION
Reduce chemical
consumption for
semiconductor products
by 30% by 2030
Established chemical impact
metric and completed key
chemical impact models
RESPONSIBLE
CONSUMPTION AND
PRODUCTION
Reduce tool footprint
per production-unit
ratio (sqm/wph) for
semiconductor products
by 30% by 2030
Completed key models for
tool footprint to production
rate ratios
INDUSTRY,
INNOVATION AND
INFRASTRUCTURE
SuCCESS2030 Goals
Reduce supply chain
carbon emissions by
moving from airfreight
to intermodal shipping,
with interim emissions
reduction target of
15% by 2024
Conducted pilot tests to
demonstrate the feasibility
of intermodal shipping; our
progress was slowed by the
unprecedented demand
for semiconuctor products
in 2020
CLIMATE
ACTION
Transition the supply
chain to recyclable
content packaging,
*with a target of 80%
by the end of 2023
Achieved nearly 60%
recyclable packaging in
2020
RESPONSIBLE
CONSUMPTION AND
PRODUCTION
Eliminate 100% of
phosphate-based
pre-treatment of metal
surfaces by 2024
Conducting pilot trials and
evaluating results
RESPONSIBLE
CONSUMPTION AND
PRODUCTION
Increase the percentage
of spend with, and
representation of,
women-and minority-
owned businesses by
2024
On track to increase global
diverse supplier spend by
2% year-over-year
GENDER
EQUALITY
Comply with RBA Code
of Conduct and Applied
Materials’ Standards of
Business Conduct
Developed supply chain
ESG risk assessment model;
conducted supplier training
and outreach and initiated
supplier audits
REDUCED
INEQUALITY
* In our 2019 Sustainability Report, we erroneously committed to a goal of
transitioning to recycled content packaging, rather than recyclable content
packaging. While we use recycled content packaging when it meets
performance specifications (e.g., stacking strength, plastic purity), it is
infeasible for all applications.
Environmental, Social and Governance (ESG) continued
www.polarcapitaltechnologytrust.co.uk
10,000X100X
FOR THE
INDUSTRY
1X
FOR OUR
BUSINESS
FOR THE
WORLD
Lead with
Purpose
Innovate for
Progress
Protect our
Planet
Invest in
People
www.polarcapitaltechnologytrust.co.uk
47
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Spotlight on Hubspot
Culture as a differentiator
HubSpot’s mission is to be the leading customer
relationship management (CRM) platform for scaling
enterprises. It is an SMB-focused product which allows
new businesses access to best-in-class B2B marketing
automation and CRM tools and supports new business
formation. The platform includes marketing, sales, service,
operations and website management products that start
free and scale to meet customers’ needs at any stage of
growth. This is an important aspect of increasing small
business productivity and efficiency, which otherwise may
struggle to compete with large incumbers with greater
sales and distribution resources. The fact that HubSpot’s
platform is cloud-native means it has scaled to more than
120,000 customers at an average cost per subscription
customer (ARPSC) of just $11,000, all of whom are able
to leverage HubSpot’s ongoing research and development
efforts to help scale their businesses with fewer upfront
resources and by automating routine and monotonous
administrative work. HubSpot has further enabled training
and certification of >350,000 professionals through
their global HubSpot Academy and supported >1,100
institutions to teach HubSpot marketing methodologies in
the classroom. We believe this makes HubSpot well aligned
with UN SDG 8 and a direct contributor to supporting
specific SDG targets 8.1-8.3.
We have met with Hubspot’s management team on
multiple occasions and discussed how they are assessing
and addressing their key ESG challenges. In 2021 the
company conducted a sustainability materiality assessment
and identified key areas of focus: diversity and inclusion;
privacy and data protection; and energy and emissions. The
company is ranked no 4 in Glassdoor’s 2021 Best Places to
Work and won the Comparably award for Best Leadership
Team. Hubspot have offset more than 80,000 metric tonnes
of emissions via the purchase of renewable energy certificates
(RECs) and verified carbon offsets and operate the first and
only building in Ireland with a platinum certification on version
four of Leadership in Energy and Environmental Design (LEED).
The company has been particularly strong as a thought leader
in diversity and inclusion, hybrid working and building the
kind of working environment and culture that positions the
company well in the ever-competitive war for talent in the
technology sector. This includes giving employees the ability
to choose how they work (in office, at home or hybrid),
unlimited vacation, creating an initiative to address employee
burnout, hosting programmes for employees to identify ways
to prioritise their mental health at work. This differentiated
culture and the commitment to transparency around it
(HubSpot publishes their Culture Code and Diversity, Inclusion
and Belonging Reports and has made every employee a
designated ‘insider’ so market-sensitive information can be
shared at all levels) has allowed HubSpot to attract diverse
talent to scale their own business even as competitors have
struggled to do the same.
47
www.polarcapitaltechnologytrust.co.uk
2022 SUSTAINABILITY REPORT
454,000+$8M+100%
More than 50% 2,580
increased to 37%
Led by a CEO
who is
a woman of
color
Named #2 on Glassdoor’s
Best Places to Work in 2022
by Glassdoor’s Employees’
Choice Awards
Professionals trained and certified through HubSpot Academy,
our free online training for inbound marketing, sales, and customer
service professionals
Contributed to
communities
across the globe
Renewable energy
across all our
building sites
Of people leaders are women New employees onboarded virtually in 2021
in the past year
BIPOC employee representation
Highlights
2020 2021
Women
Non-binary
*Non-binary/gender variant data reflects the self-reporting survey population only.
Men
52.9%54.2%
46.9%45.7%
0.2%0.1%
www.polarcapitaltechnologytrust.co.uk
48
Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
www.polarcapitaltechnologytrust.co.uk
Spotlight on AMD
When processing power meets brain power
Advanced Micro Devices (AMD) is the global leader in
high-performance computing, which provides the brains
behind the crucial technological and communications
infrastructure that has transformed modern life and
has the potential to be part of the solution to global
challenges such as climate change. AMD is helping to
develop a new generation of supercomputers which
can cross the ‘exascale’ performance barrier for the
first time and perform more than one quintillion (10
18
)
calculations per second, which will allow researchers
to develop models which can create breakthroughs
in climate science, materials discovery and biomedical
engineering. COVID-19 vaccine development was
accelerated using AMD’s technology and the company’s
provision of free computing resources for universities and
research institutions from April 2020 as part of their High
Performance Compute (HPC) Fund. Nikhef, the Dutch
National Institute used AMD computing to help discover
gravitational waves and the Higgs Boson.
AMD’s activities are also aligned with increasing business
productivity and efficiency as a result of their high-
performance semiconductors power servers which
power data analysis and the application of AI to business
operations. AMD has a goal that by 2025 100 million
people will benefit from AMD and AMD Foundation
partnerships which enable STEM education and scientific
research.
AMD conducted a 2020 materiality assessment to
appraise the company’s most pressing ESG issues, which
gave rise to four strategic areas of focus: digital impact;
environmental stewardship; supply chain responsibility;
diversity, belonging and inclusion. AMD has embedded
goals related to these priorities including a 50% reduction
in AMD’s Scope 1+2 greenhouse gas (GHC) emissions
by 2030; a commitment that 100% of manufacturing
suppliers have GHG emission reduction goals by 2025
and 80% source renewable energy; and a 30x increase in
energy efficiency for AMD processors powering servers for
AI training and HPC between 2020 and 2025. We meet
regularly with AMD management to keep track of their
progress on meeting their ESG and financial goals, and
have always been struck by the company’s commitment to
its mission.
Environmental, Social and Governance (ESG) continued
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49
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
49
www.polarcapitaltechnologytrust.co.uk
ESG analysis
As a team, we use a combination of third-party research
and our own proprietary work to carry out ESG analysis
at the company level. We have also found a third-party
assessment and scoring approach useful as an independent
check on a company’s ESG profile.
MSCI aims to measure a company’s resilience to long-
term, financially relevant ESG risks by scoring a company’s
exposure to, and management of, the material ESG risks
and opportunities in its industry (‘Key Issues’), relative to
the company’s peers.
MSCI ESG Key Issue Hierarchy
3 Pillars 10 Themes 36 ESG Key Issues
Environment Climate Change Carbon Emissions
Product Carbon Footprint
Financing Environmental Impact
Climate Change Vulnerability
Natural Capital Water Stress
Biodiversity & Land Use
Raw Material Sourcing
Pollution & Waste Toxic Emissions & Waste
Packaging Material & Waste
Electronic Waste
Environmental Opportunities Opportunities in Clean Tech
Opportunities in Green Building
Opportunities in Renewable Energy
Social Human Capital Labour Management
Health & Safety
Human Capital Development
Supply Chain Labor Standards
Product Liability Product Safety & Quality
Chemical Safety
Consumer Financial Protection
Privacy & Data Security
Responsible Investment
Health & Demographic Risk
Stakeholder Opposition Controversial Sourcing
Community Relations
Social Opportunities Access to Communications
Access to Finance
Access to Health Care
Opportunities in Nutrition & Health
Governance Corporate Governance Ownership & Control
Board
Pay
Accounting
Corporate Behaviour Business Ethics
Tax Transparency
Opportunities in Renewable Energy
The limitations of MSCI’s approach can include issues around
data accuracy and timeliness, inappropriate peer groups and
a failure to consider fully the context around ESG issues.
More significantly, MSCI does not always reflect the most
material ESG risks and opportunities a company may face
when considered through the lens of our domain knowledge
and industry experience. We therefore believe it is important
to continue to undertake our own proprietary ESG work
when assessing companies, and this work must be led by
the investment team with oversight and support from Polar
Capital’s Risk and Sustainability teams.
Part 1: Investigate and assess third-party research
We use third-party ESG analysis reports as a useful
‘first pass’ for company-level analysis as part of a wider
assessment. We investigate areas where an individual
company scores poorly, check the information used to
make sure the score is accurate and timely, and take a view
on the materiality of the issue or controversy.
We also use this initial assessment as one basis for
engagement if we believe doing so can help us better
understand the issue, or we can influence the company to
mitigate it. Many clients and other stakeholders also view
the Company’s ESG profile through the lens of an external
provider, often MSCI, so it is important we can understand
and explain what drives this.
Part 2: Proprietary research
We conduct our own proprietary research to assess any
material sustainability issues not captured by third-party
assessments, often for reasons of methodology or scope,
making use of company filings, sustainability reports, sell-
side research, news reports and so on. This helps us assess
any material limitations in the data or information relied
upon for third-party assessments and allows us to assess
companies not covered by third-party providers (such as
companies new to the public market).
www.polarcapitaltechnologytrust.co.uk
50
Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
It is core to our process that our ESG research is carried out
by the same analysts responsible for the fundamental and
financial assessment of portfolio companies, rather than
outsourced to another team, whether internal or external.
We believe ESG risks and opportunities are intrinsic to the
investment opportunity in every company, and it is in the
interests of ours and our shareholders’ long-term returns
that they should be considered alongside one another.
We believe a company’s ESG profile can be as relevant
to its investment profile as its competitive position, the
differentiation of its underlying technology or any other
characteristic.
We also evaluate the company’s environmental, social
and governance practices versus peers. This involves an
assessment of the company’s policies, disclosure and
behaviour versus the peers they compete with in the market
for customers, talent and capital, which we believe to be
the most relevant and meaningful marker of sustainability
risks and opportunities. This work can also serve as a
basis for further engagement with a company and any
engagement on these issues will be recorded.
Technology companies and governance
Governance issues are a fundamental consideration when
investing in the technology sector. Many technology
companies operate with different governance structures
and practices, including limited minority shareholder
voting rights, above-average share dilution and option
issuance, non-independent boards and, at times, excessive
management remuneration. We believe it is important
to scrutinise each company on its individual merits and
recognise the trade-offs between shareholder rights and
the importance of backing management’s long-term
vision and allowing the company to compete effectively
in the marketplace. For example, it may be necessary for
a company to issue an elevated level of shares to attract
and retain scarce talent in a fast-growing area to support
its growth, but such issuance would be excessive should
the company’s growth not materialise. We always consider
the impact of share-based compensation on free cash flow,
and the makeup and integrity of the Board of Directors
as a check on management decisions, especially around
dilutive M&A and strategic investments. The Trust has
invested in many founder-led companies since its inception
and we will continue to use our domain expertise to judge
the appropriateness and materiality of each company’s
governance arrangements and activities.
Stewardship
Engagement: At a high level we engage where it is useful
and can add value to our investment process and/or where
we can use our influence to effect change. We decide
where to engage based on our ESG analysis and we record
the results of these engagements. We meet with a large
number of companies regularly given the size of our team
and typically have many opportunities to raise issues with
them. These more informal engagements are recorded in
our research database, Tamale, alongside company meeting
and valuation work.
We also undertake a small number of more ESG-led
engagements with companies where ESG issues have
become more material, or we believe our engagement may
effect positive change.
Environmental, Social and Governance (ESG) continued
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51
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Spotlight on engagement
ESG Risks
Activision: Identification of a major ESG risk, September 2021
We identified a major ESG risk at Activision in September
2021. We engaged with investor relations at Activision
Blizzard shortly after the DFEH lawsuit was announced, to
discuss claims of gender discrimination and sexual harassment
at the Blizzard studio, the “tone deaf” initial response
from management, and the actions subsequently taken by
management to address the situation. Our aim was to better
understand the potential risks for the company and the
appropriateness of the action the company was taking.
Although our discussions did not provide much detail on the
case itself given it was ongoing, we were able to gather more
insight into the company’s reaction. The initial response to the
DFEH lawsuit, which was to deny the claims, was a statement
of the company’s legal position in the case, but caused outrage
from many former and existing employees. The subsequent
letter from the CEO Bobby Kottick helped calm the situation
somewhat, apologising for the company’s initial response which
was “tone deaf” and “did not provide the right empathy and
understanding.”
The company explained they were in the process of investigating
the claims and taking several steps to prevent these issues from
happening again. The company hired law firm WilmerHale to
conduct a review of its policies and promised “swift action” to
ensure a “safe environment” and to stamp out harassment. The
company is investigating every claim (hiring additional compliance
staff), making personnel changes (any manager found to have
impeded the integrity of their processes for evaluating claims
and imposing appropriate consequences will be terminated),
encouraging diversity in hiring and removing inappropriate in-
game content.
The company further explained they will provide greater
disclosure on pay and other ESG issues like their carbon
footprint. They have since included several high-profile
management changes including the exit of J. Allen Brack
(Blizzard President), Jesse Meschuk (Blizzard SVP of HR), Luis
Barriga (Director of Diablo IV) and several other game directors,
as well as hiring Jen Oneal and Mike Ybarra (as co-leaders of the
studio) and Julie Hodges (Chief People Officer).
The company has clearly taken meaningful steps to address the
issues, but we concluded the cultural problems at Blizzard (low
morale), combined with disruption caused by the investigation
(in particular the departure of the high-level employees
mentioned above) materially increased the company’s risk
profile. While we felt that the company had taken some
meaningful steps to improve the culture at Blizzard, we felt it
was going to be a challenge for the studio to work through
the disruption and deliver these games successfully. As such,
with ESG risks elevated, we decided to exit the position we
held in the Company’s portfolio.
Governance issues
Zendesk: Acquisition not in shareholders’ best interests.
(October 2021 - January 2022).
Zendesk (ZEN US) announced the acquisition of Momentive
(MNTV US) for c$4bn of Zendesk equity on 28 October 2021.
We saw limited strategic merit in the combination of Zendesk
and Momentive. We listened carefully to Zendesk’s arguments
around potential product and go-to-market synergies,
but ultimately found these unconvincing – something our
discussions with industry analysts and feedback from customers
has supported.
We met with Zendesk’s investor relations team twice following
the announcement of the deal (in November and December
2021) and remained unconvinced as to the deal rationale.
We wrote to Zendesk’s Board of Directors (in January 2022) to
express our strong opposition to Zendesk’s proposed acquisition
of Momentive Global and to advise them we would be voting
against the proposed transaction. We called on Zendesk’s
Board to take the requisite steps to terminate the transaction
and refocus the company on executing against what remains a
meaningful organic growth opportunity and – in our view – the
potential for the generation of material shareholder value. We
offered to discuss the issue further should they wish.
The company and Zendesk’s Board acknowledged our letter
and thanked us for our feedback but declined to discuss
the proposed deal. Following opposition from other major
shareholders and later the proxy advisers, Zendesk lost the
shareholder approval vote on 25 February 2022 and terminated
the transaction.
Voting: Analysts are responsible for voting all proxies. We
subscribe to ISS’s Proxy services, and record when and why we
vote against either ISS or management, which requires lead fund
manager approval.
Escalation: Initial engagement is typically undertaken with
IR/ESG contacts or in the course of company meetings can
be raised to C-suite and ultimately to the company’s board,
although divestment is more likely. We have written to portfolio
company boards regarding shareholder dilution, option issuance
and to express our opposition to proposed transactions.
Collaboration: The UN PRI’s Active Ownership 2.0 report, the
PRI’s Principle 5 (“We will work together…”) cements collective
action as a core element of responsible investment. We are
open to working with other shareholders where appropriate
and supporting industry initiatives. In March 2021, Polar Capital
joined the investor-led collaborative engagement initiative
Climate Action 100+ and has been participating in active
engagement on the climate and carbon reduction strategy of a
conglomerate in emerging markets.
www.polarcapitaltechnologytrust.co.uk
52
Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
Environmental, Social and Governance (ESG) continued
Monitoring and oversight
The Company’s ESG characteristics are reviewed in detail
every four months in the investment oversight meetings
with Polar Capital’s Chief Investment Officer, Chief Risk
Officer and Head of Sustainability. Oversight covers the
Company’s ESG profile and scoring using third-party data
methodology, climate risk assessment and norms and
controversies screening.
Oversight of the Company’s ESG profile and scoring uses
a third-party data methodology, which gives an overall
asset-weighted score for each portfolio and its benchmark,
the analysis of which is the starting point for discussion in
oversight meetings.
Climate risk assessment data includes an assessment of the
Company relative to the benchmark on metrics including
carbon footprint, carbon intensity of the portfolio stocks
and weighted average carbon intensity. It also highlights key
high-emissions sectors of allocation within the portfolio.
Key high-emitting stocks, stocks with exposure to potential
stranded assets and climate risk management of the
companies are highlighted.
The Company’s portfolio is monitored for controversies
using third-party norms and controversies research, which
evaluates ESG controversies’ severity and impact. It is
also assessed, in line with the aforementioned exclusions
process, against alignment with the UN’s Global Compact
(UNGC), the UN’s Guiding Principles on Business and
Human Rights, the International Labour Organisation’s
conventions and the Organisation for Economic Co-
operation and Development’s Guidelines for Multinational
Enterprises. We at Polar Capital use MSCI ESG Norms and
Controversies to provide deeper insight into companies
however, given differing methodologies, tolerances and
assessments of company behaviour, we retain discretion
over the assessment of third-party conclusions on a case-
by-case basis.
Polar Capital also incorporates an additional layer of
oversight using a consultant with expertise in ESG. The
purpose of the additional layer of oversight is to ensure the
team have a detailed understanding of the mechanics of
changes in third-party ESG scores at both the company and
portfolio level, and to ensure the ESG integration process is
being adhered to. This occurs monthly.
Reporting
Reporting forms an important part of our ESG approach
given its role in allowing investors and other stakeholders to
evaluate our activities and progress.
The Board receives an ESG dashboard as part of the regular
board packs which includes metrics regarding the Company’s
MSCI ESG fund score, the worst-scoring underlying holdings
across E, S and G metrics, the portfolio’s carbon footprint
and the portfolio’s exposure to clean technology solutions.
The dashboard also has an analysis of the Company’s proxy
voting activities over the most recent period. A similar
dashboard is provided on the next page. Polar Capital has
also produced a specific ESG presentation which is available
to investors on request.
Alastair Unwin
Fund Manager, Technology
Polar Capital
19 July 2022
www.polarcapitaltechnologytrust.co.uk
53
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Top 5 Rated Holdings
Security
Rating Change
ADOBE INC. AAA
ASML Holding N.V. AAA
NAVER Corporation AAA
Taiwan Semiconductor Manufacturing Co., Ltd. AAA
Microsoft Corporation AAA
Source: MSCI
Bottom 5 Rated Holdings
Security
Rating Change
Zuken CCC
Impinj CCC
Monolithic Power Systems Com B
Harmonic Drive Systems Inc. B
eMemory Technology Inc B
Source: MSCI
Vote cast statistics
Votes for
83.47%
Votes against
8.73%
Votes withheld
7.06%
Votes ABSTAIN 0.09%
Votes management
say on pay
6.31%
Source: MSCI, ISS
Abstain
Votes withheld
Votes management say on pay
Votes against
Votes for
Voting Record
Category Number Percentage
Number of votable meetings
114
Number of meetings voted
111 97.37
Number of meetings with at least 1 vote
Against, Withhold or Abstain
61 53.51
Source: MSCI, ISS
MSCI
ESG RATINGS
CCC B BB BBB A AA AAA
AAA
Weighted average carbon intensity
(tCO2e / $m sales)
The fund’s holdings have low carbon intensity, based on the
weighted average carbon emissions per USD million sales.
34.4
tons
VERY HIGH HIGH MODERATE LOW VERY LOW
MSCI ESG metrics and carbon data based off fund holdings as at 30 April 2022, using MSCIs
latest available data. Carbon metrics calculated using issuer EVIC, using Scope 1&2 emissions
data (Source: MSCI Climate Change Metrics – reported and estimated data).
ESG Rating distribution of fund holdings
30% of the fund’s holdings receive an MSCI ESG Rating of AAA
or AA (ESG Leaders) and 4% receive an MSCI ESG Rating of B or
CCC (ESG Laggards).
0
5
10
15
20
25
30
35
40
AAAAAABBBBBBCCC
4%
4%
22%
30%
10%
20%
0%
LAGGARD AVERAGE LEADER
Corporate governance
The fund’s weighted average percentage of independent board
of directors is 77.7%, and its weighted average percentage of
women on boards is 29.9%.
Board DiversityBoard Independence
77.7%
29.9%
l Portfolio
Weighted Avg ESG Score 6.74
Adjustment
+ ESG Trend Positive 34.58%
- ESG Trend Negative 1.63%
- ESG Laggards 4.91%
Adjustment Total 28.03%
Score Adjustment 1.89
ESG Quality Score 8.63
ESG Rating AAA
Governance
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www.polarcapitaltechnologytrust.co.uk
Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
56
Strategic Report
The Strategic Report section of this Annual Report
comprises the Chair’s Statement, the Investment Manager’s
Report, including information on the portfolio, and this
Strategic Report. This report has been prepared to provide
information to Shareholders on the Company’s strategy and
the potential for such to succeed, including a fair review
of the Company’s performance during the year ended 30
April 2022, the position of the Company at the year end
and a description of the principal risks and uncertainties.
Throughout the Strategic Report there are certain forward-
looking statements made by the Directors in good faith
based on the information available to them at the time
of their approval of this Report. Such statements should
be treated with caution due to inherent uncertainties,
including both economic and business risk factors
underlying any such forward-looking information.
Business Model and Regulatory
Requirements
The Company’s business model follows that of an externally
managed investment trust providing Shareholders with
access to an actively managed portfolio of technology
shares selected on a worldwide basis.
The Company is designated as an Alternative Investment
Fund (‘AIF’) under the Alternative Investment Fund
Management Directive (‘AIFMD’) and, as required by the
Directive, has contracted with Polar Capital LLP to act as
the Alternative Investment Fund Manager (‘AIFM’) and
Investment Manager (or ‘Manager’) and HSBC Bank Plc to
act as the Depositary.
Both the AIFM and the Depositary have responsibilities
under AIFMD for ensuring that the assets of the Company
are managed in accordance with the Investment Policy and
are held in safe custody. The Board remains responsible for
setting the investment strategy and operational guidelines
as well as meeting the requirements of the FCAs Listing
Rules and the Companies Act 2006.
The AIFMD requires certain information to be made
available to investors in AIFs before they invest and requires
that material changes to this information be disclosed
in the Annual Report of each AIF. Investor Disclosure
Documents, which set out information on the Company’s
investment strategy and policies, leverage, risk, liquidity,
administration, management, fees, conflicts of interest
and other Shareholder information are available on the
Company’s website.
There have been no material changes to the information
requiring disclosure. Any information requiring immediate
disclosure pursuant to the AIFMD will be disclosed to the
London Stock Exchange. Statements from the Depositary
and the AIFM can be found on the Company’s website.
Investment Objective and Policy
While observing the Dow Jones World Technology Index
(total return, Sterling adjusted, with the removal of relevant
withholding taxes) as the Benchmark against which NAV
performance is measured, Shareholders should be aware
that the portfolio is actively managed and is not designed
to track any particular benchmark index or market. The
performance of the portfolio can vary from the Benchmark
performance, at times considerably.
Over the last four decades the technology industry has
been one of the most vibrant, dynamic and rapidly growing
segments of the global economy. Technology companies
offer the potential for substantially faster earnings growth
than the broader market.
Investments are selected for their potential Shareholder
returns, not on the basis of technology for its own sake.
The Investment Manager believes in rigorous fundamental
analysis and focuses on:
management quality;
the identification of new growth markets;
the globalisation of major technology trends; and
exploiting international valuation anomalies and sector
volatility.
Changes to Investment Policy
Any material change to the Investment Policy will require
the approval of the Shareholders by way of an ordinary
resolution at a general meeting. The Company will
promptly issue an announcement to inform Shareholders
and the public of any change to its Investment Policy.
www.polarcapitaltechnologytrust.co.uk
57
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Investment Strategy Guidelines and Board
Limits
The Board has established guidelines for the Investment
Manager in pursuing the Investment Policy. The Board
uses these guidelines to monitor the portfolio’s exposure
to different geographical markets, sub-sectors within
technology and the spread of investments across different
market capitalisations.
These guidelines are kept under review as cyclical changes
in markets and new technologies will bring certain
sub-sectors or companies of a particular size or market
capitalisation into or out of favour.
Asset Allocation
Technology may be defined as the application of scientific
knowledge for practical purposes and technology
companies are defined accordingly. While this offers a very
broad and dynamic investing universe and covers many
different companies, the portfolio of the Company (the
‘Portfolio’) is focused on companies which use technology
or which develop and supply technological solutions
as a core part of their business models. This includes
areas as diverse as information, media, communications,
environmental, healthcare, finance, e-commerce and
renewable energy, as well as the more obvious applications
such as computing and associated industries.
The Board has agreed a set of parameters which seek to
ensure that investment risk is spread and diversified. The
Board believes that this provides the necessary flexibility
for the Investment Manager to pursue the Investment
Objective, given the dynamic and rapid changes in the field
of technology, while maintaining a spread of investments.
Market Parameters
With current and foreseeable investment conditions, the
Portfolio will be invested in accordance with the Investment
Objective and Policy across worldwide markets, generally
within the following ranges:
North America up to 85%.
Europe up to 40%.
Japan and Asia up to 55%.
Rest of the world up to 10%.
The Board has set specific upper exposure limits for certain
countries where they believe there may be an elevated risk.
The Company does not presently and has not immediate
intention to hold stocks in Russia.
The Company will at all times invest and manage its assets
in a manner that is consistent with spreading investment
risk and invests in a Portfolio comprised primarily of
international quoted equities which is diversified across
both regions and sectors.
Investment Limits
In applying the Policy, the Company will satisfy the
following investment restrictions:
The Company’s interest in any one company will not
exceed 10% of the gross assets of the Company,
save where the Benchmark weighting of any investee
company in the Company’s portfolio exceeds this
level, in which case the Company will be permitted to
increase its exposure to such investee company up to
the Benchmark ‘neutral’ weighting of that company or,
if lower, 15% of the Company’s gross assets.
The Company will have a maximum exposure to
companies listed in emerging markets (as defined by
the MSCI Emerging Markets Index) of 25% of its gross
assets.
The Company may invest in unquoted companies
from time to time, subject to prior Board approval.
Investments in unquoted companies in aggregate will
not exceed 10% of the gross assets of the Company.
Such limits are measured at the time of acquisition of the
relevant investment and whenever the Company increases
the relevant holding.
In addition to the restrictions set out above, the Company
is subject to Chapter 15 of the FCAs Listing Rules which
apply to closed ended investment companies with a
premium listing on the Official List of the London Stock
Exchange.
www.polarcapitaltechnologytrust.co.uk
Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
58
Strategic Report continued
In order to comply with the current Listing Rules, the
Company will not invest more than 10% of its total
assets at the time of acquisition in other listed closed
ended investment funds, whether managed by the
Investment Manager or not. This restriction does not apply
to investments in closed ended investment funds which
themselves have published investment policies to invest no
more than 15% of their total assets in other listed closed
ended investment funds. However, the Company will not in
any case invest more than 15% of its total assets in other
closed ended investment funds.
Cash, Borrowings (Gearing) and Derivatives
The Company may borrow money to invest in the Portfolio
over both the long and short-term. Any commitment to
borrow funds is agreed by the Board and the AIFM.
The Company’s Articles of Association permit borrowings
up to the amount of its paid up share capital plus capital
and revenue reserves, but any net borrowings in excess of
20% of the Company’s net assets at the time of drawdown
will only be made with the approval of the Board.
The Investment Manager may also use from time to time
derivative instruments, as approved by the Board, such
as financial futures, options, contracts-for-difference
and currency hedges. These are used for the purpose of
efficient portfolio management. Any such use of derivatives
will be made in accordance with the Company’s policies
on spreading investment risk as set out in this investment
policy and any leverage resulting from the use of such
derivatives will be subject to the restrictions on borrowings.
Cash
The Company may hold cash or cash equivalents if the
Investment Manager feels that these will at a particular
time or over a period enhance the performance of the
Portfolio. The Board has agreed that management of cash
may be achieved through the purchase of appropriate
government bonds, money market funds or bank deposits
depending on the Investment Manager’s view of the
investment opportunities and the benefits of diversification.
Gearing and Derivatives
The Company may use gearing in the form of bank loans
which are used on a tactical basis by the Investment
Manager, when considered appropriate. The Board
monitors the level of gearing available to the Portfolio
Manager and agrees, in conjunction with the AIFM, all
bank facilities in accordance with the Investment Policy. The
Board approves and controls all bank facilities and any net
borrowings over 20% of the Company’s net assets at the
time of draw down will only be made after approval by the
Board.
During the year the Company had two, two-year loan
facilities with ING Bank NV: One for 36m US Dollars at a
fixed rate of 1.335% pa and one for 3.8bn Japanese Yen at
a fixed rate of 0.9% pa, both of which were drawn down
on 30 September 2020. These loans fall due for repayment
on 30 September 2022. It is anticipated that the loan
facilities will be replaced on expiry.
Details of the loans are set out in Note 17 to the Financial
Statements.
The Investment Manager’s use of derivatives is monitored
by the Board in accordance with the Company’s investment
policy and any leverage from the use of such derivatives will
be subject to the restriction on gearing.
Future Developments
The Board remains positive on the longer-term outlook for
technology and the Company will continue to pursue its
Investment Objective. The outlook for future performance
is dependent to a significant degree on the world’s financial
markets and their reactions to economic events and other
geopolitical forces. In accordance with the Articles of
Association, the Board will propose the next five-yearly
continuation vote of the Company at the Annual General
Meeting to be held in September 2025. The Chair’s
Statement and the Investment Manager’s Report comment
on the outlook.
Dividends
The Company’s revenue varies from year to year and the
Board considers the dividend position each year in order
to maintain the Company’s status as an investment trust.
The revenue reserve remains in deficit and historically the
Company has not paid dividends given its focus on capital
growth.
The Directors do not recommend, for the year under
review, the payment of a dividend (2021: no dividend
recommendation).
www.polarcapitaltechnologytrust.co.uk
59
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Service Providers
Polar Capital LLP has been appointed to act as the
Investment Manager and AIFM as well as to provide or
procure company secretarial services, marketing, including
print, production and website services which it arranges
through Perivan and Huguenot Limited respectively, and
administrative services, including accounting, portfolio
valuation and trade settlement which it has arranged to
deliver through HSBC Securities Services (‘HSS’).
The Company also contracts directly, on terms agreed
periodically, with a number of third parties for the provision
of specialist services:
Stifel Nicolaus Europe Limited as Corporate Broker;
Equiniti Limited as Share Registrars;
HSBC Securities Services as Custodian and Depositary;
RD:IR for Investor Relations and Shareholder Analysis;
and
Camarco as PR advisors.
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Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
60
Investment Management Company and
Management of the Portfolio
As the Company is an investment vehicle for Shareholders,
the Directors have sought to ensure that the business of
the Company is managed by a leading specialist investment
management team and that the investment strategy
remains attractive to Shareholders. The Directors believe
that a strong working relationship with the investment
management team will help to achieve the optimum return
for Shareholders. As such, the Board and the Investment
Manager operate in a supportive, co-operative and open
environment.
The Investment Manager is Polar Capital LLP (‘Polar
Capital’), which is authorised and regulated by the
Financial Conduct Authority, to act as Investment Manager
and AIFM of the Company with sole responsibility for
the discretionary management of the Company’s assets
(including uninvested cash) and sole responsibility to
take decisions as to the purchase and sale of individual
investments. The Investment Manager also has
responsibility for, asset allocation within the limits of the
investment policy and guidelines established and regularly
reviewed by the Board, all subject to the overall control
and supervision of the Board, and procuring accountancy
services, company secretarial, marketing and day to
day administrative services, including the monitoring of
third-party suppliers, which are directly appointed by the
Company.
While the Board reviews the performance of the Investment
Manager at each Board meeting, and the Company’s
performance against Benchmark and a peer group of funds
with similar objectives, the Management Engagement
Committee formally carries out an annual review of the
Investment Manager and other suppliers’ performance
during the year.
Polar Capital provides a team of technology specialists led
by Ben Rogoff. Each team member focuses on specific
areas while Ben has overall responsibility for the portfolio.
Polar Capital also has other specialist and geographically
focused investment teams which may contribute to idea
generation. The technology investment team’s biographies
can be found on pages 12 and 13.
The Investment Manager has other investment resources
which support the investment team and has experience in
administering and managing other investment companies.
Termination Arrangements
The Investment Management Agreement (“IMA”) may be
terminated by either party giving 12
months’ notice, but
under certain circumstances the Company may be required
to pay up to one year’s management charges if immediate
notice is given. Compensation will be on a sliding scale
if less than 12
months’ notice is given. The IMA may be
terminated earlier by the Company with immediate effect
on the occurrence of certain events, including: (i) if an
order has been made or an effective resolution passed
for the liquidation of the Investment Manager; (ii) if the
Investment Manager ceases or threatens to cease to carry
on its business; (iii) where the Company is required to do
so by a relevant regulatory authority; (iv) on the liquidation
of the Company; or (v) subject to certain conditions, where
the Investment Manager commits a material breach of the
IMA.
Fee Arrangements
As reported within the Chair’s Statement, following
negotiations with the Manager, on 12 January 2022 the
Company announced that it had concluded its three-yearly
review of the base management fee arrangements. The
revised terms came into force on 1 May 2022.
Performance periods coincide with the Company’s
accounting periods. In the event of a termination of
the investment management agreement, the date the
agreement is terminated will be deemed to be the end of
the relevant performance period and any performance fee
payable shall be calculated as at that date. Under the terms
of the IMA the Board will undertake the three-yearly review
of the fee arrangements with the anticipation that any
changes proposed and subsequently agreed will take effect
from the start of the following financial year.
Management fee
With effect from 1 May 2022, the base management fee,
which is paid by the Company monthly in arrears to the
Manager, is calculated on the daily Net Asset Value (‘NAV’)
as follows:
Tier 1: 0.80 per cent. for such of the NAV up to and
including £2bn;
Tier 2: 0.70 per cent. for such of the NAV between
£2bn and £3.5bn; and
Tier 3: 0.60 per cent. for such of the NAV above
£3.5bn
Strategic Report continued
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61
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Prior to 1 May 2022, and the fee basis for the financial
year ended 30 April 2022, the management fee was
payable quarterly in arrears based on the NAV per share
(‘NAV’) on a per share basis as follows:
Tier 1: 1 per cent. for such of the NAV as exceeds
£0
but is less than or equal to £800 million;
Tier 2: 0.85 per cent. for such of the NAV as exceeds
£800 million but is less than or equal to £1.6 billion;
Tier 3: 0.80 per cent. for such of the NAV as exceeds
£1.6 billion but is less than or equal to £2 billion; and
Tier 4: 0.70 per cent. for such of the NAV as exceeds
£2 billion.
Any investment in funds managed by Polar Capital
are wholly excluded from the base management fee
calculation. In addition to the base management fee,
the Investment Manager may be entitled to receive a
performance fee as detailed below. Management fees of
£28,281,000 (2021: £24,134,000) have been paid for
the year to 30 April 2022 of which £6,374,000 (2021:
£6,844,000) was outstanding at the year end.
Performance fee
The performance fee participation rate is 10 per cent. of
outperformance above the Benchmark, subject to a cap
on the amount which may be paid out in any one year
of 1 per cent. of NAV. Any amount over the 1 per cent.
payment is written off.
There was no performance fee payable for the year to
30
April 2022 (2021: nil), and therefore no amount (2021:
nil) was outstanding at the year end.
Calculation
A notional performance fee entitlement (‘NPFE’) is
calculated and if positive, accrued daily, having made up all
past underperformance; however, it is only at the financial
year end that payment of the performance fee is tested.
The calculation period starts at the end of the financial year in
which the last performance fee was paid and is open until the
end of the financial year that the next performance fee is paid.
The 1 per cent. cap is applied as part of the NAV
calculation so the performance fee accrual will never
exceed 1 per cent. of the NAV.
Any under performance since the last performance fee was
paid must be made good before a fee may be paid.
Payment Conditions
On the final day of each financial year the NPFE will be
tested.
If the NPFE is positive, then a performance fee may be
paid to the Manager if the following conditions have been
achieved:
There has been outperformance of the Benchmark in
the financial year;
The NAV per share at the financial year end is equal
to or higher than the NAV per share when the last
performance fee was paid; and
The NAV per share at the financial year end is equal to
or higher than the NAV per share at the beginning of
the financial year.
If the NPFE is negative, then no performance fee is
paid, and the calculation period remains open.
Other
In addition to the above, the Investment Manager is
responsible for the first £200,000 of marketing costs
(previously £100k) and all research costs.
Continued Appointment of Investment
Manager
The Board, through the Management Engagement
Committee, has reviewed the performance of the
Investment Manager in managing the portfolio over the
longer-term. The review also considered the quality of
the other services provided, including the strength of the
investment team, the depth of the other services provided
and the resources available to provide such services.
The Board reflected on the positive impact from
the continued recruitment into various teams at the
Investment Manager to support the Company, which
includes the investment team, marketing, administration,
and the organisation on the Company’s behalf of third
party suppliers, and the quality of the Shareholder
communications.
The Board, on the recommendation of the Management
Engagement Committee, has concluded that on the basis
of longer-term performance, it is in the best interests of
Shareholders as a whole that the appointment of Polar
Capital LLP as Investment Manager is continued on the
terms agreed on 12 April 2019.
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Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
62
Longer-Term Viability
In accordance with the AIC Code of Corporate Governance, the Company is required to make a forward-looking longer-
term viability statement. The Board has considered and addressed the ability of the Company to continue to operate
over a period significantly beyond the twelve-month period required for the going concern statement. The Board
has considered the industry and market in which the Company operates and the continued appetite for technology
investment. The Board continues to use five years as a reasonable term over which the viability of the Company should
be viewed; Shareholders have the opportunity to vote on the continuation of the Company every five years, therefore the
outlook for the next five-year period incorporates the continuation vote which will be put to Shareholders at the AGM in
2025. The process and matters considered in establishing the longer-term viability are detailed within the Audit Committee
Report on page 89.In establishing the positive outlook for the Company over the next five years to 30 April 2027, the
Board has taken into account:
The ability of the
Company to meet its
liabilities as they fall due
The financial position of the Company and its cash flows and liquidity position are described in the
Strategic Report and the Financial Statements. Note 27 to the Financial Statements on pages 124 to
131 includes the Company’s policies and process for managing its capital; its financial risk management
objectives; details of financial instruments and hedging activities. Exposure to credit risk and liquidity risk
are also disclosed.
The portfolio comprises investments traded on major international stock exchanges, there is a spread of
investments by size of company.
The assessment took account of the Company’s current financial position, its cash flows and its liquidity
position, the principal risks as set out on pages 65 to 69 and the Committee’s assessment of any material
uncertainties and events that might cast significant doubt upon the Company’s ability to continue as a
going concern. The assessment was then subject to a sensitivity analysis over a five-year period, which
stress tested a number of the key assumptions underlying the forecasts both individually and in aggregate
for normal, favourable and stressed conditions and considered whether financing facilities will be renewed.
COVID-19 was also factored into the key assumptions made by assessing its impact on the Company’s
key risks and whether the key risks had increased in their potential to affect the normal, favourable and
stressed market conditions.
99.8% of the current portfolio could be liquidated within seven trading days and there is no expectation
that the nature of the investments held within the portfolio will be materially different in future.
The expenses of the Company are predictable and modest in comparison with the assets and there are no
capital commitments foreseen which would alter that position. The ongoing charges of the Company for
the year ended 30 April 2022 (excluding performance fees) were 0.84% (2021: 0.82%).
Repayment of the bank facilities, drawn down at the year end, and due in September 2022, would equate
to approximately 16.7% of the cash or cash equivalents available to the Company at 30 April 2022,
without having to liquidate the portfolio of investments.
The Company has no employees and consequently does not have redundancy or other employment related
liabilities or responsibilities.
The Company will
propose a resolution on
the continuation of the
Company at the AGM in
September 2025
Under the AIC SORP, where Shareholders have the opportunity to vote in favour or against a company
continuing in existence, it will normally be the case that Shareholders will have to vote in favour of a
liquidation before it can occur. It is reasonable to believe that if good performance is achieved over the
period until the next continuation vote Shareholders will vote in favour of continuation.
Factors impacting the
forthcoming years
The Strategic Report and Governance sections, comprising the Chair’s Statement, the Investment
Manager’s Report and the Strategic Report provide a comprehensive review of factors which may impact
the Company in forthcoming years. In making its assessment, the Board considered these factors alongside
the Principal Risks and Uncertainties, and their corresponding mitigation and controls, as set out on pages
65 and 69.
Regulatory changes Despite the increased level of regulation and the unpredictability of future requirements it is considered
that regulation will not increase to a level that makes the running of the Company uneconomical in
comparison to other competitive products.
Closed-ended Investment
Funds
That the business model of being a closed ended investment fund will continue to be wanted by investors
and the Investment Objective will continue to be desired and achievable.
Strategic Report continued
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63
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Further, the Board recognises that there has been
considerable growth in the technology sector and immense
change in what is deemed to be a technology company
which broadens the universe for potential investment.
Technology remains a specialist sector for which there
continues to be a need for independent specialist sector
investment expertise.
The Board therefore believe it appropriate to confirm their
assessment for the longer-term viability of the Company
for the next five years to 30 April 2027.
Going Concern
The Board has also considered the ability of the Company
to adopt the Going Concern basis for the preparation of
the Financial Statements.
Consideration included the Company’s current financial
position, its cash flows, its liquidity position and its assessment
of any material uncertainties and events that might cast
significant doubt upon the Company’s ability to continue
as a going concern. In conjunction with the financial
considerations taken into account when reviewing the
longer-term viability, the Board considered the performance
of the Company’s net asset value per share (-7.7%) and
the benchmark (-0.9%); the liquidity of the portfolio (an
estimated 99.8% can be liquidated over seven days) and
the opportunity for investment and reinvestment of funds.
In reaching these conclusions and those in the Longer-Term
Viability Statement, the stress testing conducted also featured
consideration of the effects of COVID-19. This is discussed
further in the Report of the Audit Committee on page 89.
The Board believe that the Company is able to continue in
operation and meet its liabilities as they fall due over the
next twelve-month period from the date of this Report and
it is appropriate to present the Company and the Financial
Statements as a Going Concern.
Key Performance Indicators
The Board appraises the performance of the Company and the Investment Manager as the key supplier of services to
the Company against Key Performance Indicators (‘KPIs’). The objectives of the KPIs comprise both specific financial and
Shareholder related measures and these KPIs have not differed from the prior year.
KPI Control process Outcome
The provision of investment
returns to Shareholders
measured by long-term
NAV growth and relative
performance against the
Benchmark.
The Board reviews the performance of the
portfolio in detail and hears the views of
the Investment Manager at each meeting.
At 30 April 2022 the total net assets of the
Company amounted to £3,050,985,000
(2021: £3,408,763,000). The Company’s
NAV has, over the year to 30 April 2022,
underperformed the Benchmark by 6.8%.
The NAV per share fell by 7.7% from
2496.44p to 2305.13p while the Benchmark
fell 0.9% in Sterling terms over the same
period. As at 30 April 2022 the portfolio
comprised 96 (2021: 110) investments.
Investment performance is explained in
the Chair’s Statement and the Investment
Manager’s Report. Over the longer-term, as
shown by the ten year historic performance
data shown on page 3, growth in the NAV
has exceeded the Benchmark.
Monitoring and reacting
to issues created by the
discount or premium of the
ordinary share price to the
NAV per ordinary share with
the aim of reduced discount
volatility for Shareholders.
The Board receives regular information on the
composition of the share register including
trading patterns and discount/premium levels
of the Company’s ordinary shares.
A daily NAV per share, diluted when
appropriate, calculated in accordance with
the AIC guidelines, is issued to the London
Stock Exchange.
The discount/premium of the ordinary share
price to NAV per ordinary share (diluted
when appropriate) has been as follows:
Financial year to 30 April 2022
• Minimum discount over year: 0.3%
• Maximum discount over year: 15.4%
• Average discount over year: 8.6%
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Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
64
KPI Control process Outcome
The Board is aware of the vulnerability
of a sector specialist investment trust to
a change in investor sentiment to that
sector. The Board discusses the market
factors giving rise to any discount or
premium, the long or short-term nature
of those factors and the overall benefit
to Shareholders of any actions. The
market liquidity is also considered when
authorising the issue or buy back of shares
when appropriate market conditions
prevail. The Company does not have an
absolute target discount level at which
it buys back shares but has historically
bought back significant amounts of the
outstanding share capital when deemed
appropriate and remains ready to do so
again. This approach does not preclude
a more active approach as discounts
widen and the Investment Manager
may consider that a single purchase or a
series of purchases of shares in current
or greater volumes, which would enhance
the Companys NAV per share, would be
an attractive investment of the Companys
cash resources, given the positive long-term
prospects for the Companys portfolio. As
always, the Board keeps the level of discount
under careful review and has been buying
back shares actively in recent months at
levels set out in the adjacent column.
In the year ended 30 April 2022, the
Company bought back 4,188,338 ordinary
shares at an average discount of 9.6%,
Subsequent to the year end and to 15 July
2022, the Company bought back a further
1,475,096 shares.
Over the previous five financial years ended
30 April 2022
• Maximum premium over period: 6.1%
• Maximum discount over period: 15.9%
• Average discount over period: 4.3%
Over the previous five financial years ended
30 April 2022 the Company has issued
4,978,841 Ordinary shares as a result of
market demand.
To qualify and continue to
meet the requirements for
Sections 1158 and 1159
of the Corporation Tax Act
2010 (‘investment trust
status’).
The Board receives regular financial
information which discloses the current
and projected financial position of the
Company against each of the tests set out
in Sections 1158 and 1159.
This has been achieved for every year since
launch in 1996.
HMRC has approved the investment trust
status subject to the Company continuing to
meet the relevant eligibility conditions and
ongoing requirements.
The Directors believe that the tests have
been met in the financial year ended 30
April 2022 and will continue to be met.
Efficient operation of the
Company with appropriate
investment management
resources and services from
third party suppliers within
a stable and risk controlled
environment.
The Board considers annually the services
provided by the Investment Manager, both
investment and administrative, and reviews
on a cycle the provision of services from
third parties including the costs of their
services.
The annual operating expenses are
reviewed and any non-recurring project
related expenditure approved by the
Board.
The Board has received and considered
satisfactory the internal controls report
of the Investment Manager and other
key suppliers including contingency
arrangements to facilitate the ongoing
operations of the Company in the event of
withdrawal or failure of services.
The ongoing charges of the Company for
the year ended 30 April 2022 excluding the
performance fee were 0.84% of net assets
(2021: 0.82%). There was no performance
fee payable for the year ended 30 April
2022 (2021: nil) and therefore the ongoing
charges including the performance fee
were 0.84% (2021: 0.82%) of net assets.
Strategic Report continued
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65
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Principal Risks and Uncertainties
The Board is responsible for the management of risks faced
by the Company and, through delegation to the Audit
Committee, has established procedures to manage risk,
oversee the internal control framework and determine the
nature and extent of the principal risks the Company is willing
to take in order to achieve its long-term strategic objectives.
The established risk management process the Company
follows, identifies and assesses various risks, their
likelihood, and possible severity of impact, considering
both internal and external controls and factors that could
provide mitigation. A post mitigation risk impact score is
then determined for each principal risk.
At each Audit Committee, identified principal risks are
reviewed and reassessed against the backdrop of the ever
changing world the Company is operating in. Furthermore,
the Audit Committee carries out, at least annually, a robust
assessment of overall risks and uncertainties faced by the
Company with the assistance of the Investment Manager.
As part of this process, the Committee also identifies any
emerging risks during its review process and continues to
closely monitor these risks along with any other emerging
risks as they develop and implements mitigating actions as
necessary. Current emerging risks include Climate change,
inflation, recession and rising interest rates.
The Committee is mindful of the uncertainty surrounding
inflation, recession and rising interest rates coupled with the
invasion of Ukraine by Russia and the longer term impact
this may have on the market and global economy. The
impact of this is discussed further in the Chair’s Statement
and Investment Manager’s Report. Further information on
how the Committee has assessed the Company’s ability to
operate as a going concern and the Company’s longer-term
viability can be found on pages 62 and 63 of this Strategic
Report and on pages 88 and 89 of the Report of the Audit
Committee.
The Principal risks are detailed on the following pages
along with a high-level summary of their management
through mitigation and status arrows to indicate any
change in assessment over the past financial year.
RISK CYCLE
Monitoring
and Review
Identify
Risk
Analyse
Risk
Manage
Risk
Build Risk
Strategy
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Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
66
Principal Risks and Uncertainties continued
Management of risks through Mitigation & Controls
PORTFOLIO RISK
Failure to achieve investment objective due to poor performance
The Board seeks to manage the impact of such risks through regular reporting and monitoring of investment
performance. In addition, the Board regularly considers, the level of premium and discount of the share price to the
NAV and ways to enhance Shareholder value including share issuance and buy backs.
A detailed annual review of the investment strategy is undertaken by the Investment Manager with the Board
including analysis of investment markets and sector trends.
The Board is committed to a clear communication program to ensure Shareholders understand the investment
strategy. A resolution is put forward every five years to provide Shareholders with an opportunity to vote on the
continuation of the Company. The last continuation vote was held in September 2020 and had 100% of votes cast in
favour, the next continuation resolution will be proposed at the AGM to be held in September 2025.
Given the current market volatility as well as the Company’s underperformance for the last two years, the Board
agreed to elevate this risk following the Company’s year-end.
Gearing - Breach of covenants/limits or restrictions
Detailed reports containing financial information are provided to each Board meeting and are used to assess portfolio
construction and the degree of risk which the Investment Manager incurs to generate investment returns.
Lenders covenants and AIFMD limits are hard coded into the Investment Manager’s Bloomberg accounts and trading
system which are populated by the Investment Manager’s Risk Team. Monthly returns are made to the lender to
ensure regular reporting of lending level and covenant monitoring.
The Depositary also monitors compliance with lending restrictions. Any material breaches immediately notified to
Board.
Portfolio management errors e.g. breach of policy
Investment limits and restrictions are encoded into the dealing and operations systems of the Investment
Manager and various oversight functions are undertaken to ensure there is early warning of any potential issue
of compliance or regulatory matters.
The Investment Manager on behalf of the Company undertakes counterparty monitoring and only trades
with brokers which have satisfied the approval process. Trade settlement, currency exposure and all dealing
operations are monitored by various systems and groups including the Investment Manager’s Operations and
Risk Teams and independent monitoring by the depositary.
Strategic Report continued
Increase
Decrease Unchanged
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67
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Management of risks through Mitigation & Controls
OPERATIONAL RISK
Failure in services provided by the Investment Manager
The Board carries out an annual review of internal control reports from suppliers which includes the Investment
Manager’s cyber protocols and disaster recovery procedures.
Accounting, Financial or Custody errors
Due diligence and service reviews are undertaken with third-party service providers including the Custodian and
Depository.
IT failure and Cyber Risk
The number, severity and success rate of cyberattacks have increased considerably over recent years. However,
controls are in place and the Board proactively seeks to keep abreast of developments through updates with
representatives of the Investment Manager who undertakes meetings with relevant service providers.
The Audit Committee once again sought assurance via the Investment Manager, from each of the Company’s
service providers on the resilience of their business continuity arrangements. These assurances and the
subsequent detailed updates that were given to the Committee provided a satisfactory level of assurance that
there had not been, and there was no anticipation of any disruption in the ability of each service provider to
fulfil their duties as would typically be expected.
Black Swan event – e.g. unforeseen natural disaster
The Company has a disaster recovery plan in place along with a Black Swan Committee comprised of any two
directors, who are able to provide a response to such events as necessary.
Failure of Depositary, Custodian, Sub-Custodian
A full review of the internal control framework is carried out at least annually. Regular reporting is received by
the Investment Manager on behalf of the Board from the Depositary on the safe custody of the Company’s
assets. The Board undertakes independent reviews of the Depositary and external Administrator services
and additional resources have been put in place by the Investment Manager. Management accounts are
produced and reviewed monthly, statutory reporting and daily NAV calculations are produced by the external
Administrator and verified by the Investment Manager.
Supplier risk – failure in provision of efficient services by service providers
The Board considers, approves and monitors supplier appointments. The Investment manager reports on
breaches of service level agreements and failure to meet standards as it becomes aware of the issue.
Annual controls reports from service providers are reviewed by Board, and exceptions highlighted to the Board.
Representatives from each service provider attend meetings to apprise the Board of exceptions found in their
control environments. Directors regularly attend due diligence visits to service providers.
Increase
Decrease Unchanged
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Principal Risks and Uncertainties continued
Management of risks through Mitigation & Controls
REGULATORY RISK
Breach of Statutes and Regulation
The Board monitors regulatory change with the assistance of the Investment Manager, Company Secretary and
external professional suppliers and implements necessary changes should they be required.
The Board receives regulatory reports for discussion and, if required, considers the need for any remedial action.
In addition, as an investment company, the Company is required to comply with a framework of tax laws,
regulation and company law.
The Board keeps abreast of third party service provider internal controls processes to ensure requirements are met
in accordance with regulatory requirements.
Failure to effectively communicate with investors
Polar Capital Sales Team and the Corporate Broker provide periodic reports to the Board on communications with
shareholders and feedback received.
The Audit Committee received the half-year and annual financial statements prior to sign-off and makes
recommendations to the Board.
Contact details and how to contact the Board are provided in regulatory announcements and in half year and
annual reports. The Board are present at the AGM to speak to shareholders.
ECONOMIC AND MARKET RISK
Global geo-political risk
The Board regularly discusses the global geopolitical issues and general economic conditions and developments.
Note 27 on pages 125 to 128 describes the impact of changes in foreign exchange rates. The Company’s largest
exposure is to the level of US $ holdings.
Subsequent to the Company’s year-end, this risk was elevated following the invasion of Ukraine by Russia
coupled with the uncertainty and volatility in financial markets. The medium and longer term impacts of this risk
will continue to be assessed by the Audit Committee in light of how they may affect the Company’s portfolio
and the economic and geopolitical environment in which the Company operates within overall.
Uncertainty in regulatory environment and impact of Brexit
Due to the high level of US investments (74.2% based on the NAV) and the low level of UK investments (0.42%
based on the NAV) the Board does not believe that there is likely to be any direct impact on the operation of the
Company or the structure of the portfolio following the completion of the Brexit transition period.
The Company has a varying level of cash which is primarily held in US Dollars and also has loan facilities in both
Japanese Yen and US Dollars. Fluctuations in exchange rates are monitored which may impact investor returns.
An analysis of currency is given in Note 27 to the Financial Statements.
Strategic Report continued
Increase
Decrease Unchanged
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Environmental, Social
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Financial
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Shareholder
Information
Management of risks through Mitigation & Controls
KEY STAFF RISK
Loss of Portfolio Manager or other Key staff
The strength and depth of investment team provides comfort that there is not over-reliance on one person
with alternative senior technology portfolio managers available to act if needed. For each key business process
roles, responsibilities and reporting lines are clear and unambiguous. Key personnel are incentivised by equity
participation in the investment management company.
Insufficient resource or experience on the Board
Respected recruiters are used to source suitably experienced candidates for Non-executive directorships. A
Board, Committee and Individual evaluation process is carried out annually and justification for re-election of
Directors is provided in Annual Report to Shareholders.
Increase
Decrease Unchanged
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Section 172 Statement
The statutory duties of the Directors are listed in s171-177 of the Companies Act 2006. Under s172, Directors have a duty
to promote the success of the Company for the benefit of its members (our Shareholders) as a whole and in doing so
have regard to the consequences of any decision in the long term, as well as having regard to the Company’s stakeholders
amongst other considerations. The fulfilment of this duty not only helps the Company achieve its Investment Objective but
ensures decisions are made in a responsible and sustainable way for Shareholders.
To ensure that the Directors are aware of, and understand, their duties, they are provided with an induction, including
details of all relevant regulatory and legal duties as a Director when they first join the Board, and continue to receive
regular and ongoing updates on relevant legislative and regulatory developments. They also have continued access to
the advice and services of the Company Secretary and, when deemed necessary, the Directors can seek independent
professional advice. The Schedule of Matters Reserved for the Board, as well as the Terms of Reference of its committees
are reviewed annually and further describe Directors’ responsibilities and obligations and include any statutory and
regulatory duties.
The Board seeks to understand the needs and priorities of the Company’s stakeholders and these are taken into account
during all of its discussions and as part of its decision-making. As an externally managed investment company, the
Company does not have any employees or customers, however the key stakeholders and a summary of the Board’s
consideration and actions where possible in relation to each group of stakeholders are described in the table below.
Stakeholder Group How we engage with them
Shareholders The Directors have considered this duty when making the strategic decisions during the year that affect
Shareholders, the confirmation of the continued appointment of the Investment Manager and the
recommendation that Shareholders vote in favour of the resolutions to be proposed at the AGM. The
Directors have also engaged with and taken account of Shareholders’ interests during the year.
The Directors were unable to have the usual face to face interactions with shareholders for most of the
financial year due to the guidance from the UK government in respect of gatherings of people, however
some of these were replaced with remote meetings between the Chair and investors. Once restrictions
allowed, the Directors along with the Portfolio Manager reinstated face to face meetings and interacted
with a number of shareholders and institutions in addition to holding the annual Investor Relations
dinner in October 2021. Positive feedback was received from all attendees of the dinner who welcomed
the opportunity to interact with the Board and Manager again.
The Board will continue to respond to the helpful pointers given and welcome other interaction with
shareholders wherever possible; the Portfolio Manager will look to continue face to face shareholder
meetings once again in the second half of the year. In addition, the Chair will write to the Company’s
largest Shareholders following the publication of the Annual Report and Financial Statements offering
the opportunity to have a meeting.
The Company’s AGM will be held at 2:30pm on Thursday 8 September 2022. Following the events of
the COVID-19 years, we have decided to continue to offer the flexibility to Shareholders to attend the
meeting either in person or electronically. Feedback from the hybrid meeting held in 2021 was positive
and we found that while the meeting was not well-attended when compared to the pre-COVID years,
Shareholders were encouraged by the options presented to them which translated into near-equal
attendance in person and electronically. The Board recognises that the AGM is an important event for
Shareholders and the Company and is keen to ensure that Shareholders are able to exercise their right
to vote and participate either in person or electronically. Unless circumstances change, the meeting will
be held at Haberdashers’ Hall, 18 West Smithfield, London, EC1A 9HQ and online via the Lumi Global
Electronic Platform.
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Manager’s
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Environmental, Social
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Financial
Statements
Shareholder
Information
Stakeholder Group How we engage with them
The Board believes that shareholder engagement remains important, especially in the current market
conditions and is keen that the AGM be a participative event for all Shareholders who attend.
Shareholders are encouraged to send any questions ahead of the AGM to the Board via the Company
Secretary at cosec@polarcapital.co.uk stating the subject matter as PCTT-AGM. The investment
manager gives a presentation and the Chair of the Board and of each Committee attends and are
available to respond to questions and concerns from Shareholders.
Should any significant votes be cast against a resolution, the Board will engage with Shareholders.
Should this situation occur, the Board will explain in its announcement of the results of the AGM
the actions it intends to take to consult Shareholders in order to understand the reasons behind the
votes against. Following the consultation, an update will be published no later than six months after
the AGM and the Annual Report will detail the impact the Shareholder feedback has had on any
decisions the Board has taken and any actions or resolutions proposed.
Relations with Shareholders
The Board and the Manager consider maintaining good communications and engaging with
Shareholders through meetings and presentations a key priority. The Board regularly considers the
share register of the Company and receives regular reports from the Manager and the Corporate
Broker on meetings attended with Shareholders and any concerns that are raised in those meetings.
The Board also reviews correspondence from Shareholders and may attend investor presentations.
The Chair has communicated directly with the shareholders representing in the region of 67% of the
share register, during the year and responded to comments raised both at the AGM and via email.
Shareholders are able to raise any concerns directly with the Board without using the Manager or
Company Secretary as a conduit. The Chair or other Directors are available to Shareholders who wish
to raise matters either in person or in writing. The Chair and Directors may be contacted through the
registered office of the Company.
Shareholders are kept informed by the publication of annual and half year reports, monthly fact
sheets, access to commentary from the Investment Manager via the Company’s website and
attendance at events in which the Investment Manager presents.
The Company, through the sales and marketing efforts of the Investment Manager, encourages
retail investment platforms to engage with underlying Shareholders in relation to Company
communications and enable those Shareholders to cast their votes on Shareholder resolutions;
the Company however has no responsibility over such platforms. The Board therefore encourage
Shareholders invested via the platforms to regularly visit the Company’s website or to make contact
with the Company directly to obtain copies of Shareholder communications.
The Company has also made arrangements with its registrar for Shareholders, who own their shares
directly rather than through a nominee or share scheme, to view their account online at
www.shareview.co.uk. Other services are also available via this service.
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Stakeholder Group How we engage with them
Outcomes and strategic decisions during the year
Buybacks
Further to shareholder authority being granted, the Company has the facility to conduct share buy
backs when, in normal market conditions, it is in the best interests of Shareholders to do so. The
Company bought back a total of 4,188,338 shares during the year under review. Subsequent to the
year end and to 15 July 2022, the Company bought back a further 1,475,096 shares.
Gearing
The Company is aware of the positive effect that leverage can have in increasing the return to
Shareholders when utilised. The Company has term loans with ING Bank NV, which expire in
September 2022, consideration will be given to the renewal of, or the replacement of, the term loans
if it is deemed to be in the best interests of shareholders in maximising returns.
Continuation Vote
The Company has within its corporate structure the requirement to hold a continuation vote every
five years; ahead of each vote the Board, Investment Manager and Corporate Broker seek the
feedback of Shareholders including any concerns, and an indication of whether they were likely to
vote in favour of the Company’s continuation. The last continuation vote was held in September
2020, for which 100% of the votes cast were in favour, and the next continuation vote will be held
at the AGM in September 2025.
Directors’ Remuneration
As detailed in the Chair’s statement and Remuneration Committee report, the remuneration of
Directors is reviewed regularly and was increased with effect from 1 May 2021 and again from 1 May
2022, to reflect the greater regulation, increasing workload and to attract and retain the necessary
calibre of Director for the Company.
Section 172 Statement continued
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Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Stakeholder Group How we engage with them
Investment
Manager
Engagement
Through the Board meeting cycle, which was enhanced in 2020 to include additional monthly
informal update meetings, regular updates and the work of the Management Engagement
Committee reviewing the services of the Investment Manager twice yearly, the Board is able to
safeguard Shareholder interests by:
Ensuring adherence to the Investment Policy;
Ensuring excessive risk is not undertaken in the pursuit of investment performance;
Ensuring adherence to the Investment Management Policy and reviewing the agreed
management and performance fees;
Reviewing the Investment Manager’s decision making and consistency in investment process; and
Considering the succession plans for the Technology Team in ensuring the continued provision of
portfolio management services.
Maintaining a close and constructive working relationship with the Manager is crucial as the Board
and the Investment Manager both aim to continue to achieve consistent, long-term returns in
line with the Investment Objective. The culture which the Board maintains to ensure this involves
encouraging open discussion with the Investment Manager; recognising that the interests of
Shareholders and the Investment Manager are aligned, providing constructive challenge and making
Directors’ experience available to support the Investment Manager. This culture is aligned with the
collegiate and meritocratic culture which Polar Capital has developed and maintains.
Outcomes and strategic decisions during the year
ESG
During the year under review, the Board continued to develop its approach to ESG and engages
with the Investment manager to better understand how ESG has been further integrated into the
investment and decision-making process. The Board also receives information on how ESG affects
Polar Capital as a business and the technology team in particular.
In addition to this, the Board has chosen to appoint Catherine Cripps as ESG lead. Catherine has
been responsible for ensuring that the Board is kept abreast of the latest developments in this area to
develop how the Company can report to stakeholders in line with such. Catherine has worked with
the manager to develop a dashboard which allows us to see how the manager is considering ESG
matters, and whether that meets our requirements. Please see page 53 of the ESG Report for further
information.
The Management Engagement Committee has recommended the continued appointment of the
Investment Manager on the terms agreed within the Investment Management Agreement.
Fees
During the financial year under the review, a three-yearly review of the fee arrangements was
undertaken as per the IMA and following this review, it was agreed that the base management fees
be reduced to three tiers. Further information is contained in the Strategic report on pages 60 and 61.
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Stakeholder Group How we engage with them
Investee
Companies
Stewardship
The Board has instructed the Investment Manager to take into account the published corporate
governance policies of the companies in which it invests.
The Board has also considered the Investment Manager’s Stewardship Code and Proxy Voting Policy.
The Voting Policy is for the Investment Manager to vote at all general meetings of companies in
favour of resolutions proposed by the management where it believes that the proposals are in the
interests of Shareholders. However, in exceptional cases, where it believes that a resolution could
be detrimental to the interests of Shareholders or the financial performance of the Company,
appropriate notification will be given and abstentions or a vote against will be lodged.
The Investment Manager reports to the Board, when requested, on the application of the
Stewardship Code and Voting Policy. The Investment Manager’s Stewardship Code and Voting Policy
can be found on the Investment Manager’s website in the Corporate Governance section
(www.polarcapital.co.uk).
The Technology Investment Team also use the services of ISS to assist with their own evaluation of
companies’ proposals or reporting ahead of casting votes on behalf of the Company at their general
meetings. In the event that an investee company has share blocking in place, the default position is to
refrain from voting to ensure the ability to trade these stocks if required.
During the year ended 30 April 2022, votes were cast at 97.4% of investee company general
meetings held. At 53.5% of those meetings a vote was either cast against management
recommendation, withheld or abstained from. Further information on how the Investment Manager
considers ESG in its engagement with investee companies can be found in the ESG Report on pages
44 to 53.
Outcomes and strategic decisions during the year
During the year the Board discussed the impact of ESG and how the Investment Manager factors it
into its decision making. In addition, consideration was given to the Company’s ESG journey going
forward and the form this would take.
Service
Providers
Engagement
The Directors have frequent engagement with the Company’s other service providers through the
annual cycle of reporting and when possible site visits and due diligence meetings. As reflected below,
the schedule of deep-dive in-person meetings are due to re-commence in 2022. This engagement is
completed with the aim of having effective oversight of delegated services, seeking to improve the
processes for the benefit of the Company and to understand the needs and views of the Company’s
service providers, as stakeholders in the Company. Further information on the Board’s engagement
with service providers is included in the Corporate Governance Statement and the Report of the
Audit Committee. During the year under review, due diligence meetings have been undertaken
by the Investment Manager in a virtual fashion and where possible, service providers have joined
video conference meetings to present their reports directly to the Board or the Audit Committee as
appropriate. While we have been unable to hold in-person due diligence sessions with suppliers due to
COVID restrictions a programme of meetings has been put together for the year ahead.
Outcomes and strategic decisions during the year
The reviews of the Company’s service providers have been positive and the Directors believe their
continued appointment is in the best interests of the Company. The accounting and administration
services of HSBC Securities Services (HSS) are contracted through Polar Capital and provided to the
Company under the terms of the IMA. The Board, through due diligence undertaken by the Company
Secretary and the Polar Capital Compliance team, is satisfied that the service received continues to be
of a high standard.
Section 172 Statement continued
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Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Stakeholder Group How we engage with them
Proxy Advisors Engagement
The support of proxy adviser agencies is important to the Directors, as the Company seeks to retain a
reputation for high standards of corporate governance, which the Directors believe contributes to the
long-term sustainable success of the Company. The Directors consider the recommendations of these
various proxy voting agencies when contemplating decisions that will affect Shareholders and also
when reporting to Shareholders through the Half Year and Annual Reports.
Recognising the principles of stewardship, as promoted by the UK Stewardship Code, the Board
welcomes engagement with all of its investors. The Board recognises that the views, questions
from, and recommendations of many institutional investors and proxy adviser agencies provide a
valuable feedback mechanism and play a part in highlighting evolving Shareholders’ expectations and
concerns.
Prior to AGMs, the Company engages with these agencies to fact check their advisory reports and
clarify any areas or topics that the agency requests. This ensures that whilst the proxy advisory reports
provided to Shareholders are objective and independent, the Company’s actions and intentions are
represented as clearly as possible to assist with Shareholders’ decision making when considering the
resolutions proposed at the AGM.
Outcomes and strategic decisions during the year
The Nomination Committee considers the time commitment required of Directors and the Board
considers each Director’s independence on an ongoing basis. The Directors have also considered
the proxy adviser agencies policies on overboarding when Directors request approval for additional
appointments and when recruiting new Directors. The Board is aware that some investment
companies and other AIM listed companies have less regulatory burden than companies with a
premium listing and this is taken into consideration when approving such requests. The Board have
confirmed that all Directors remain independent and are able to commit sufficient time in fulfilling
their duties, including those listed on s172 of the Companies Act. Accordingly, all Directors are
standing for election/re-election at the Company’s AGM, with the exception of the Chair who shall
retire from the Board in line with the Company’s succession plans. Further information has been
provided where appropriate in each directors biography on pages 10 and 11.
THE AIC Engagement
The Company is a member of the AIC and has supported lobbying activities such as the consultation on
the 2019 AIC Code, the 2021 BEIS Restoring Trust in Audit and Corporate Governance and the FCAs
2021 consultation on Diversity and Inclusion on Company Boards. The Directors also cast votes in the AIC
Board Elections each year and regularly attend AIC events.
Approved by the Board on 19 July 2022
By order of the Board
Tracey Lago, FCG
Polar Capital Secretarial Services Limited
Company Secretary
19 July 2022
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Report of the Directors
The Directors, who are listed on pages 10 and 11,
present their annual report, together with their Report
on Corporate Governance and the Audited Financial
Statements for the year ended 30 April 2022. In addition,
the attention of Shareholders is drawn to the Strategic
Report Section (Chairman’s Statement, the Investment
Manager’s Report, Strategic Report, and the ESG
and Section 172 Statements) which provides further
commentary on the activities and outlook for the Company.
Introduction and Status
The Company is incorporated in England and Wales as
a public limited company and domiciled in the United
Kingdom. It is an investment company as defined in
Section 833 of the Companies Act 2006, operating as an
investment trust in accordance with sections 1158 and
1159 of the Corporation Tax Act 2010 (as amended by
section 42(2) of the Finance Act 2011). Its ordinary shares
are listed and traded on the London Stock Exchange.
As an investment trust the Company’s ordinary shares
are excluded from the FCAs restrictions which apply to
non‑mainstream investment products. The Company
conducts its affairs and intends to do so for the foreseeable
future so that the exclusion continues to apply.
Life of the Company
The Articles of Association of the Company provide that
a vote on whether the Company should continue in
operation be proposed as an ordinary resolution at every
fifth AGM of the Company. Such a resolution was proposed
at the AGM held on 2 September 2020 and was passed
with 100% of the votes cast in favour of continuing for
a further five years. The next continuation vote will be
proposed at the AGM to be held in September 2025.
Directors
The current Directors of the Company are listed on pages
10 and 11. All the Directors held office throughout the
year under review. All Directors, with the exception of
Sarah Bates, who is retiring from the Board, will seek
election/re‑election at the AGM in September 2022 in
accordance with the AIC Code, which recommends annual
re‑election for all directors. The fees paid to the Directors
are set out in the Directors’ Remuneration Report. The
Board have considered the support for the Directors’
election/re‑election and the rationale for such is set out on
pages 10 and 11. The report of the Nomination Committee
on pages 84 and 85 provides more information on the
composition of the Board.
Listing Rule 9.8.4
Listing Rule 9.8.4 requires the Company to include certain
information in a single identifiable section of the Annual
Report or a cross reference table indicating where the
information is set out. The Directors confirm there are no
disclosures to be made pursuant to this rule.
Corporate Governance Statement
The Report on Corporate Governance on pages 78 to 86
forms part of this Directors’ Report.
Capital Structure
Issued
The Company’s share capital is divided into ordinary shares
of 25p nominal value each. At 30 April 2022, there were
137,315,000 ordinary shares in issue of which 4,958,574
were held in treasury (2021: 770,236 ordinary shares held
in treasury). As at 15 July 2022, the latest practicable date
prior to signing of this report, there were 137,315,000
ordinary shares in issue of which 6,433,670 were held in
treasury.
Changes During the Year
In the year under review, the Company bought back
4,188,338 ordinary shares which were placed into treasury.
Since the year ended 30 April 2022 to 15 July 2022, a
further 1,475,096 shares have been bought back and
placed in treasury. Further details can be found in Note 18
on page 121 to the Financial Statements.
Further information on transferability and the voting rights
attached to these shares can be found in the Shareholder
information page 139.
Powers to issue and make market purchases
of ordinary shares
The Board was granted authority by Shareholders at the
AGM in 2021 to allot equity securities up to a nominal
value of £3,432,875, representing approximately 10
per cent. of the then issued share capital, and to issue
those shares for cash without offering those shares to
Shareholders in accordance with their statutory pre‑emption
rights. New ordinary shares will not be allotted and issued
at below the Net Asset Value.
The Board also obtained Shareholder authority at the AGM
in 2021 to make market purchases up to a nominal value
of £5,145,880 representing approximately 14.99 per cent.
of the then issued share capital, or 20,583,520 ordinary
shares, for cancellation or holding as treasury shares in
accordance with the terms and conditions set out in the
resolution.
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Overview
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Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Shareholder Type of Holding Number of Shares % of voting rights*
Rathbone Brothers plc Indirect 15,017,658 11.47%
Brewin Dolphin Ltd Indirect 9,946,829 7.59%
Investec Wealth & Investment Ltd Direct 6,813,636 5.20%
Quilter plc Indirect 6,704,725 5.12%
Lazard Asset Management LLC Both 6,383,454 4.87%
*
The above percentages are calculated by applying the ordinary shareholdings as notified to the Total Voting Rights of the issued
ordinary share capital at 15 July 2022 of 130,881,330 and do not necessarily match the submitted TR1s.
The level of the ordinary share price discount or premium
to the Net Asset Value together with internal guidelines for
the repurchase or issuance of new ordinary shares are kept
under regular review by the Board. The Board considers
that discount volatility is unattractive to Shareholders but as
a specialist investment fund, market sentiment can create
sustained discount pressure. With this in mind the Board has
a pragmatic approach to share buy backs. While there is no
formal discount policy the Board discusses the market factors
giving rise to any discount or premium, the long or short‑term
nature of those factors and the overall benefit to Shareholders
of any actions. The Board regularly considers, in comparison
to the sector and peers, the level of premium and discount of
the share price to the NAV and ways to enhance Shareholder
value including share issuance and buy backs.
These powers to issue and make market purchases of
ordinary shares will expire at the AGM to be held in
September 2022 and renewal of the authorities will be
sought at that AGM.
Environmental, Social and Governance
(“ESG”)
The Board is responsible for the corporate elements of
ESG and for ensuring ESG is factored into the investment
process. Details of how ESG is considered and where
corporate requirements are met is provided on pages 42
and 43.
Disclosure of information to the Auditors
The Directors who held office at the date of approval of
this Directors’ Report confirm that, so far as they are each
aware, there is no relevant audit information of which
the Company’s Auditors are unaware; and each Director
has taken all the steps that they ought to have taken as a
Director to make themselves aware of any relevant audit
information and to establish that the Company’s Auditors
are aware of that information.
Annual General Meeting
The AGM of the Company will be held on Thursday, 8
September 2022. Please see pages 138 and 139 for further
information on the resolutions to be proposed.
Tracey Lago, FCG
Director
Polar Capital Secretarial Services Limited
Corporate Secretary
19 July 2022
Major interests in ordinary shares
As at the year end of 30 April 2022, the Company had received notifications from the following shareholders in respect of
their own and their clients’ interests in the voting rights of the Company:
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Report on Corporate Governance
The Financial Reporting Council (FRC) has endorsed the
Association of Investment Companies (‘AIC’) Code of
Corporate Governance (the ‘AIC Code’) issued in February
2019, for AIC Member Companies to report against in
relation to their corporate governance provisions. The
AIC Code addresses the relevant principles set out in
the FRC UK Code as well as additional principles and
recommendations on issues that are specific to investment
trust companies.
The FRC has confirmed that by following the AIC
Code, boards of investment companies (including those
structured as investment trusts) will meet their obligations
under FCA Listing Rule 9.8.6.
The Board has considered the Principles and Provisions
of the AIC Code of Corporate Governance (AIC Code)
and considers that reporting against the Principles and
Provisions of the AIC Code provides more relevant
information to Shareholders.
As an externally managed investment trust many provisions
of the FRC UK Code are not relevant, including those
relating to the roles of chief executive, executive directors’
remuneration, statement of gas emissions and the
requirement to have an internal audit function. In addition,
there are provisions within the FRC UK Code which the
Board has chosen to depart from in favour of following
the AIC Code, such as the Company’s formal Chair Tenure
Policy which allows the Chair to continue in role in excess
of 9 years. See page 83 for more information.
Corporate Governance Framework
The following diagram demonstrates the governance framework within which the Company is managed. The Directors
recognise the importance of strong corporate governance and acknowledge that they are ultimately accountable to the
Company and its Shareholders and are therefore responsible for the good governance of the Company. The Company
has no employees and the Directors rely on third parties to administer the Company and to provide investment
management services.
Audit Committee
Management Engagement
Committee
Nomination
Committee
Remuneration
Committee
Shareholders
Board of Directors
Investment Manager
and AIFM
Third Party Service
Providers
Chair:
Sarah Bates
Members:
all independent NEDs
Chair:
Charlotta Ginman
Members:
all independent NEDs
with the exception of
the Chair of the Board
Chair:
Sarah Bates
Members:
all independent NEDs
Chairman:
Tim Cruttenden
Members:
all independent NEDs
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Overview
Manager’s
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Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Statement of Compliance and Application of
The AIC Code’s Principles
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
Board believes that the Company’s current practices are
consistent in all material respects in applying the principles
and complying with the provisions of the AIC Code.
The Board will continue to observe the principles and
recommendations set out in the AIC Code.
The AIC Code’s principles and provisions are structured
into five sections: Board leadership and purpose; division
of responsibilities; composition, succession and evaluation;
audit, risk and internal control; and remuneration. The
Company’s application of the principles and compliance
with the provisions of each section is detailed on the
following pages.
Board Leadership and Purpose (Principles
A‑E, Provisions 1‑7) Purpose
Purpose
The purpose of the Company is to provide a vehicle in
which investment is spread across a diversified portfolio
of technology companies which aim to deliver long
term capital growth to shareholders. The Investment
objective and policy seeks to achieve this purpose by
providing investors with global exposure to technology
companies and sets parameters to ensure the portfolio
is diversified and excessive risk is not undertaken. As
an externally managed investment trust, the culture of
the Company is consequential of the Board’s diversity,
decisions and behaviours which are aligned with the values
and behaviours of the Investment Manager, interaction
between the two and engagement with the Company’s
stakeholders. The Board monitors this culture, including the
policies and practices it implements to maintain it.
Board Leadership
In promoting the long‑term sustainable success of the
Company, the performance of the Company’s portfolio
is constantly reviewed in view of value generation for
Shareholders by achievement of the investment objective.
Investment management fees are reviewed periodically,
with the latest review being undertaken during this
financial year. Further detail is provided below in the Report
of the Management Engagement Committee on page 80.
The Company’s performance over the previous ten years
can be found on page 3 and how the Board views its duties
is considered in the s172 statement on pages 70 to 75. The
Board’s engagement with Shareholders and stakeholders
and how it contributes to strategic decision making is also
discussed within the s172 statement. Participation from
both groups is encouraged and the Board can be easily
contacted through the Company Secretary. The Company’s
service providers are subject to periodic visits and attend
service review and other meetings throughout the year,
ensuring effective engagement. Fulfilling the Investment
Objective and the Company’s performance is the focus of
the Board’s primary discussions in meetings, these are also
reported on at least monthly.
The Board’s effectiveness, including how it promotes the
long‑term sustainable success of the Company, is reviewed
annually and facilitated by an external evaluator every
three years. The evaluation process is managed by the
Nomination Committee and the outcomes from this year’s
external evaluation are detailed on page 84.
Role, responsibilities and committees of the board
The Board has created four standing committees for
which terms of reference are available on the Company’s
website. In addition to formal meetings, the Board also
holds ad hoc meetings or creates ad hoc committees (such
as the Black Swan Committee) to enact or approve policies
or actions agreed in principle by the whole Board. The
Chair of each committee attends the AGM to deal with
questions relating to the Financial Statements and their
specific mandates. The Board has delegated to each of
the Audit, Management Engagement, Remuneration and
Nomination committees specific remits for consideration
and recommendation, but the final responsibility in these
areas remains with the Board.
The number of formal meetings of the Board and its
committees held during the year ended 30 April 2022
and the attendance of individual Directors are shown
on page 80. The Board also holds monthly investment
update meetings to keep up to date on the Company’s
performance, review market effects of global issues such
as the invasion of Ukraine by Russia and put in place any
responses or practices deemed appropriate according
to the live market and industry situation and discuss
operational aspects with representatives of the Investment
Manager.
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Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
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Board &
Strategy Audit
Management
Engagement Remuneration Nomination 2021 AGM
Number of Meetings
Sarah Bates* 6 3 2 1 1 1
Tim Cruttenden 6 3 2 1 1 1
Charlotta Ginman 6 3 2 1 1 1
Charles Park 6 3 2 1 1 1
Stephen White 6 3 2 1 1 1
Catherine Cripps** 3 1 1
Jane Pearce** 3 1 1
Service Provider Performance Evaluation
Process
Investment Manager
The Board has contractually delegated the day to day
management of the portfolio to Polar Capital LLP (the
‘Manager’ or ‘Investment Manager’), directly represented by
Ben Rogoff as Portfolio Manager. It is the Portfolio Manager’s
sole responsibility to take decisions as to the purchase
and sale of individual investments other than unquoted
investments where the Board is consulted. The Portfolio
Manager has responsibility for tactical gearing, asset allocation
and sector selection within the guidelines established and
regularly reviewed by the Board.
The Manager is responsible for providing or procuring
accountancy services, company secretarial and administrative
services. The Manager also ensures that all Directors receive
in a timely manner all relevant management, regulatory
and financial information. Representatives of the Manager
attend all Board meetings in a variety of capacities including
investment management, compliance, risk and marketing,
enabling the Directors to probe further on matters of concern
or seek clarification on certain issues.
The whole Board reviews the performance of the Manager
in all service disciplines and, at each Board meeting, the
Company’s performance against the market and a peer group
of funds with similar investment objectives is reviewed. The
investment team provided by the Manager, led by Ben Rogoff,
has long experience of investment in technology. In addition,
the Manager has other investment resources which support
the investment team and has experience in managing and
administering other investment trust companies.
The Board and Investment Manager work in a collaborative
manner and the Chair encourages open discussion and
debate.
Report of the Management Engagement
Committee
The Management Engagement Committee is chaired
by Sarah Bates and comprises all of the independent
Non‑executive Directors. During the financial year ended
30 April 2022 the Committee met twice to consider
the relationship with, and the services provided by the
Manager prior to making its recommendation to the Board
that the retention of the Manager would be in the best
interests of Shareholders.
The Committee is also responsible for keeping under review
the terms of the Investment Management Agreement (‘IMA’)
and the Manager’s appointment as AIFM. In connection
with the IMA review, the Committee considers the level
and structure of management and performance fee paid or
payable to the Manager, making relevant recommendations
to the Board when appropriate. As referenced in the
Strategic Report and detailed in the Notes to the Financial
Statements, the Board keeps the fee arrangements
with Polar Capital LLP under review and considers any
recommendations of the Committee. In January 2022, we
concluded our three‑yearly review of the base management
fee and agreed a new tiered base structure which became
effective from 1 May 2022. Further details on the new
Management fee structure can be found on pages 60 and
61 of the Strategic Report. There were no changes to the
performance fee arrangements which were last reviewed for
the financial year beginning 1 May 2019.
* Sarah Bates attends the Audit Committee by invitation.
** Appointed 6 September 2021.
Report on Corporate Governance continued
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81
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
The Company uses a variety of performance measures
when monitoring the performance of the portfolio
managed by the Portfolio Manager. These measures are
considered to be Alternative Performance Measures under
the ESMA* guidelines and are described further on pages
134 to 136.
Other Suppliers
The Board also monitors directly or through the Investment
Manager the performance of its other key service providers.
The Board has directly appointed HSBC Bank Plc as
Depositary and Stifel Nicolaus as Corporate Broker.
The Depositary reports quarterly and makes an annual
presentation to the Board. The Corporate Broker
provides reports to each Board meeting and joins the
Board on request to discuss markets and other issues.
The Registrar, Equiniti Limited, is directly appointed
by the Board and the performance of its duties is
monitored by the Company Secretary.
Other suppliers such as printers, website designers and
PR agents are monitored by the Company Secretary
and each supplier reports to the Board as and when
deemed necessary.
Report Of The Nomination Committee
The Report of the Nomination Committee can be found
under Composition, Succession and Evaluation on pages
83 to 85
. Due to the fully independent non‑executive
Board comprising seven Directors, the Board has deemed
it appropriate for the full Board to also fulfil the role of the
Nomination Committee.
Report Of The Audit Committee
Charlotta Ginman chairs the Audit Committee and all
independent Non‑executive Directors are members with the
exception of the Chair of the Board, who may be invited to
attend meetings as a guest. The Audit Committee Report is
set out on pages 87 to 91.
Report Of The Remuneration Committee
Tim Cruttenden as Senior Independent Director, chairs
the Remuneration Committee and all independent
Non‑executive Directors are members. The Report of the
Remuneration Committee can be found on pages 92 to 97.
*See Glossary on page 136
Division Of Responsibilities
(Principles F‑I, Provisions 8‑21)
The Chair
The Chair is responsible for the leadership of the Board and
works with the Company Secretary for setting the Board
meeting agendas and for balancing the issues presented
to each meeting. Open and honest debate is encouraged
at each Board meeting and the Chair keeps in touch with
both the Company Secretary and other Directors between
Board meetings. Sarah Bates was appointed to the Board
in 2011 and appointed as Chair of the Board in 2017. The
Chair was independent on appointment and continues to
meet the criteria for independence with the exception of
tenure in excess of 9 years which the Board has countered
by implementing a formal Chair tenure policy. The Board
does not consider that the length of a Director’s tenure,
in isolation, reduces his or her ability to act independently.
The Board believes that continuity and experience add
significantly to the strength of the Board. Please refer to
page 83 for more detail on the Chair Tenure Policy. The
Board considers the competence and independence of the
Directors on an annual basis. As reported in the Chair’s
Statement, Sarah Bates will retire from the Board at the
conclusion of the Company’s forthcoming AGM following
c.11 years’ service on the Board and will be succeeded by
Catherine Cripps subject to her election by Shareholders at
the Company’s AGM.
The Senior Independent Director (‘SID’)
The SID leads on matters relating to Chair succession,
evaluation and remuneration of the Chair and can be
contacted via the Registered Office of the Company.
Board Responsibilities
The Board currently comprises seven Non‑executive
Directors who are all considered to be independent. The
Board considers that its overall composition is adequate
for the effective governance of the Company. A formal
schedule of matters specifically reserved for decision by
the full Board has been defined and a procedure has been
adopted for individual Directors, in the furtherance of their
duties, to take independent professional advice at the
expense of the Company. No such advice has been sought
during the year.
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Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
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The Directors have access to the advice and services of the
Company Secretary which is provided in compliance with
the IMA through Polar Capital Secretarial Services Limited.
An appointed representative, Tracey Lago, is responsible to
the Board for ensuring that Board procedures are followed,
and that applicable rules and regulations are complied
with. The Board and Investment Manager operate in a
supportive, co‑operative and open environment. The Board
acknowledges the change in PIRC’s voting guidelines
which recommend voting against the laying of the Annual
Report at an AGM where the Investment Manager provides
company secretarial services to the Company. The Board
believe the benefits gained by utilising the services of a
Company Secretary provided by the Investment Manager
far outweigh any perceived risk or conflicts in the view of
PIRC. The Company Secretary is provided to the Company
as an independent service and the appointed representative
acts as an officer of the Company and not an employee of
the Investment Manager when working with the Board and
the Company.
The Board has a schedule of regular meetings through
the year and meets at additional times as required. During
the year, Board and Board Committee meetings were held
to deal with the ongoing stewardship of the Company
and other matters including the setting and monitoring of
investment strategy and performance, review of the Financial
Statements, ESG and considering any Shareholder feedback.
The level of share price discount or premium to the net asset
value are kept under review along with matters affecting the
industry and the evaluation of third‑party service providers.
The Board was responsible for considering, reviewing and
implementing appropriate policies in respect of regulatory
changes that impacted the Company.
The Board continues to consider the Company’s strategy and
its relevance to the market and shareholders as a whole at
each Board meeting and at least one Board meeting per year
includes an in‑depth focus on strategy. Through this process
the Board supervises the management of the investment
portfolio, the work of the Investment Manager, the risks to
which the Company is exposed and their mitigation, and the
quality of services received by the Company.
The Nomination Committee seeks to balance the time
required, skills, knowledge and experience of individual
Directors to form an effective and efficient Board. Directors
may adopt external appointments in compliance with the
Board’s conflicts of interests policy which also considers the
time commitment of external appointments.
Delegated Responsibilities
The Board has delegated to each of the Audit,
Management Engagement, Remuneration and Nomination
committees specific remits detailed within the terms of
reference which are available on the Company’s website,
but the final responsibility in these areas remains with the
Board. The Chair of each committee attends the AGM
to deal with questions relating to the Annual Report
and Financial Statements. Attendance at each of these
meetings is disclosed above on page 80. Given the size
of the Board and that all the Directors of the Company
are Non‑executive, all members of the Board serve on
each Committee, with the exception of Sarah Bates who
is an invited guest at meetings of the Audit Committee.
This encourages unity, clear communication and prevents
duplication of discussion between the Board and the
Committees.
Directors’ Professional Development
When new Directors are appointed, they are offered an
induction course provided by the Manager. Directors are
welcome to visit the Manager at any time to receive an
update on any aspect of interest or a refresher on the
Manager’s operations both generally and those which are
specific to the Company. Directors are also provided on
a regular basis with key information on the Company’s
policies, regulatory and statutory obligations and internal
controls. Changes affecting Directors’ responsibilities are
advised to the Board as they arise. Directors also regularly
participate in professional and industry seminars and may
use the Manager’s online training resources to ensure they
maintain their knowledge. The programme of ‘deep‑dive’
internal controls reviews with suppliers serve to both
maintain the level of internal review undertaken with
suppliers but also to enhance the Directors’ understanding
of the services and any enhancements or changes made to
such.
Conflicts Of Interest
Directors have a duty to avoid a situation in which they
have a conflict of interest or a possible or perceived conflict
with the interests of the Company. The Company’s Articles
of Association contain provisions to permit the Board to
authorise conflicts or potential conflicts.
The Board has in place a policy to govern situations where
a potential conflict of interest may arise, for example
where a director is also a director of a company in which
the Company invests or may invest. Where a conflict
situation arises, the conflicted Director is excluded from any
discussions or decisions relating to the matter of conflict.
Report on Corporate Governance continued
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83
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
No Director has declared the receipt of any benefits other
than their emoluments and associated expenses in their
capacity as a Director of the Company.
There were no contracts subsisting during or at the end of
the year in which a Director is or was interested and which
is or was significant in relation to the Company’s business
or to the Director since its introduction. All the Directors
were considered independent of the Investment Manager
and had no relationship or conflicts which were likely
to affect their judgement. The Directors’ interests in the
ordinary shares of the Company are set out on page 96 of
the Directors’ Remuneration Report.
Composition, succession and evaluation
(principles j‑l, provisions 22‑28)
Board composition
When considering Board structure and composition, the
Nomination Committee seeks to ensure the candidates
considered will enhance the Board and replace or refresh
desired skill sets.
Board diversity
In accordance with the Disclosure and Transparency
Rules, the Company is required to have a Diversity Policy;
however, as an investment company with no employees
and only an independent Board, the Board does not feel a
formal Diversity policy is required but instead, commits to
consider diversity at all stages of recruitment to the Board
and has worked hard to ensure the broadest range of
candidates are found when recruiting new directors.
When recruiting directors, the Nomination Committee
seeks to follow the diversity recommendations of the
Hampton‑Alexander and Parker Reviews, amongst other
factors; consideration is given to all forms of diversity in
order to balance both the expertise on, and the structure
of, the Board as a whole. The Committee notes the
requirements of the FCA Diversity and Inclusion Policy
published in April 2022 and, whilst the Board does meet
the gender requirements, being a minimum of 40% female
Board members and having at least one senior female
appointment, the current composition does not satisfy
the ethnicity requirements (at least one non‑white ethnic
minority Board member). The Board will continue to keep
this under consideration as part of the Board’s future
succession plans and will provide full disclosures in next
year’s annual report as required under the FCAs policy.
Succession
The Board believes that retaining Directors with sufficient
experience of the Company, investment industry and
financial markets is of benefit to shareholders while
recognising that regular refreshment of approach is equally
of benefit and importance.
As reported in last year’s Annual Report, the sub‑committee
of the Nomination Committee carried out a phased
recruitment process commencing with the recruitment of a
new non‑executive director to succeed Charlotta Ginman
as Audit Chair in 2024. In order to encourage all relevant
candidates, including those with little or no board level
experience, the sub‑committee initiated the process early in
order to provide a longer hand‑over process. The Company
engaged Nurole to assist with the recruitment search and to
identify suitably qualified external candidates and a formal
recruitment process was undertaken which culminated in
the appointment of Jane Pearce as Audit Chair Elect and
Catherine Cripps as Non‑executive Directors on 6 September
2021. During the recruitment process, a long list of suitably
qualified candidates was considered followed by interviews
of shortlisted candidates with the Board. Both Jane and
Catherine will seek election at the AGM on 8 September
2022 in accordance with the Articles of Association.
On 27 May 2022, the Board announced that, subject to
shareholder election, Catherine Cripps would succeed
Sarah Bates as Chair of the Board following Sarah’s
retirement from the Board at the conclusion of the AGM in
September 2022.
Chair Tenure Policy
It is the Board’s view that in the circumstances of an
investment company, where corporate knowledge and
continuity can add value, there may be merit in appointing
one of its members to the Chair. In addition, there may
be circumstances where succession plans are disrupted
such that an internal candidate with some years’ existing
experience is the most appropriate candidate for the Chair.
In other circumstances an external candidate may be more
appropriate. The Board’s policy is that the maximum tenure
for the Chair is up to 12 years (where up to nine years of
this could be served as a Non‑executive Director).
The Board believes that, unless assuming the role of Chair
or there being unforeseen circumstances, Directors will retire
from the Board at the AGM following nine years of service.
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Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
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Performance and re-election
The Board formally reviews the performance of the
Directors each year and considers any recommendations
of the Nomination Committee, the deliberations of which
take place in the absence of any Board nominee. Directors
are required to stand for election by Shareholders at the
first AGM following their appointment to the Board and
each Director will stand for re‑election annually.
The rationales for re‑election of each Director are included
in the Board of Directors biographies on pages 10 and 11
and the Chair’s letter which accompanies the Notice of
Annual General Meeting at which the re‑election resolution
is being put to Shareholders.
Report of the Nomination Committee
Sarah Bates, as Chair of the Board, chairs the Nomination
Committee and all Directors are members. The Committee
meets at least annually and is responsible to the Board
for the size and structure of the Board as well as for
succession planning and the tenure policies for the Chair
and Directors.
When considering Board structure and composition, the
Committee seeks to ensure the candidates considered will
enhance the Board and replace or refresh desired skill sets.
The Board has a policy to consider diversity and has worked
hard to ensure the broadest range of candidates are found
when recruiting new directors.
Meetings and Work Undertaken
During the financial year ended 30 April 2022 the
Nomination Committee met once and considered the
structure, size and composition of the Board. It was agreed
that all relevant targets were being met in relation to
experience and expertise on the Board. As noted above
the sub‑committee appointed in 2019 continued in effect
through the year under review.
Evaluation
The Nomination Committee is also responsible for
coordinating the evaluation of the Board and considering
the conclusions from that review. Evaluation of the Board,
individual Directors and the committees is undertaken
annually. As recommended by the AIC Code, being three
years since the last external evaluation took place in 2019,
the Evaluation for 2022 was conducted by Stephenson
Executive Search, an independent external Board Evaluator.
The evaluation process involved each Director, the Portfolio
Manager and the Company Secretary having individual
interviews with the Evaluator following which a report was
provided to the Chair and thereafter the whole Board.
The key points that the external evaluation highlighted were:
The Board was noted as being particularly strong in
investment management and financial services with
emphasis on technology and corporate governance.
The Directors were noted as having substantial public
company board experience and, four of the Directors
had significant accountancy expertise.
The Board size was noted as large with a
recommendation that this could be reduced; the Board
have addressed this with the succession of the Chair
being an internal appointment with no replacement to
immediately be recruited. The recommendations of the
external evaluator were considered when determining
the succession plan.
It was highlighted that the Board committees work well
and are effective in their requirements. It was further
highlighted that the Board works in a harmonious and
collegiate manner under a well organised and well-
respected Chair. Relationships with the Manager were
positive with high regard being given to the Portfolio
Manager and noting the conscientious and effective
service provided by the Company Secretary.
Finally, the Evaluator noted that remuneration levels
of investment trust directors had increased in line with
increased fiduciary duties and regulatory responsibility;
the Evaluator recommended the Board consider the
remuneration levels of the Directors and particularly the
Chair which was significantly below market rate.
The evaluation process was also used by the Committee to
carefully review and rigorously assess the contribution of
each Director and their independence. The performance
review of the Chair was also carried out by the Committee,
led by the SID. The Committee has determined that each
Director standing for re‑election continued to offer relevant
experience, effectively contributed to the operation of
the Board and had demonstrated independent views on
a range of subjects. The Committee is satisfied that the
structure, mix of skills and operation of the Board continue
to be effective and relevant for the Company.
Each year, the evaluation outcomes are reviewed by the
Board as a whole and, should it be deemed necessary,
additional reporting measures or operations are put in place.
The evaluation process considers the balance of skills,
experience, knowledge and independence on the Board.
Consideration is also given to its diversity and other
factors which contribute to the effectiveness of the Board,
including how the Directors interact as a unit.
Report on Corporate Governance continued
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85
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
The Company has no employees and the Board is currently
comprised of four female and three male Non‑executive
Directors. When new appointments are made to the Board,
the Board will continue to have regard to the benefits of
diversity, including gender and ethnicity, when seeking to
make any such appointments.
External evaluations have been completed every three years
whilst the Company has been a constituent of the FTSE 350.
Audit, Risk And Internal Control (Principles
M‑O, Provisions 29‑36)
Internal Controls
The Board has overall responsibility for the Company’s
system of internal control, for reviewing its effectiveness
and ensuring that risk management and control process are
embedded in the day to day operations which are operated
or overseen by the Investment Manager. The Board,
through the Audit Committee, has established a process
for identifying, evaluating, monitoring and reviewing,
and managing the principal risks faced by the Company.
This is documented through the use of a Risk Map which
is subject to regular review by the Audit Committee and
accords with the Guidance on Risk Management, Internal
Control and Related Financial and Business Reporting
issued in September 2014 by the Financial Reporting
Council. As the Company has no employees and its
operational functions are carried out by third parties, the
Audit Committee does not consider it necessary for the
Company to establish its own internal audit function.
Contracts with suppliers are entered into after full and
proper consideration by the Board of the quality and
cost of the services offered, including the control systems
in operation in so far as they relate to the affairs of the
Company.
The Investment Manager has an internal control framework
to provide reasonable but not absolute assurance on the
effectiveness of the internal controls operated on behalf of
its clients. The Manager is authorised and regulated by the
Financial Conduct Authority and its compliance department
monitors the Company’s compliance with the various rules
and regulations applicable to it including the FCAs rules,
AIFMD, MiFID II and GDPR, for example.
The Audit Committee reviews and reports to the Board
on the operation of the controls which are embedded
within the business of the Manager and other third‑party
suppliers. Controls and risk management covering the risks
identified, including financial, operational, compliance,
safeguarding of assets, maintenance of proper accounting
records and the publication of reliable financial information
are monitored by a series of regular reports from the
Investment Manager including risks not directly the
responsibility of the Investment Manager.
Operation of Internal Controls
The process was active throughout the year and up to the
date of approval of this Annual Report. However, such a
system is designed to manage rather than eliminate risks
of failure to achieve the Company’s business objectives and
can only provide reasonable and not absolute assurance
against material misstatement or loss.
The Board, in assessing the effectiveness of the Company’s
internal controls has, through the Audit Committee,
received formal reports on the policies and procedures in
operation, including the policies put in place in connection
with COVID‑19. The reports also include results of tests,
with details of any known internal control failures from
the Investment Manager for its financial year ended
31
December 2021. For the year under review, no material
errors or control failures had been identified. The Manager
has subsequently provided confirmation that there has
been no material change to the control environment up to
the date of signing these Financial Statements.
The Board also considers reports provided by other third‑
party suppliers and ad hoc reports from the Investment
Manager are supplied to the Board as required.
The Manager has delegated the provision of accounting,
portfolio valuation and trade processing to HSBC Securities
Services but remains responsible to the Company for these
functions and provides the Board with information on
these services.
Based on the work of the Audit Committee and the
reviews of the reports received by the Audit Committee on
behalf of the Board, the Board has concluded that there
were no material control failures during the year and up to
the date of this report.
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Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
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Report on Corporate Governance continued
Remuneration (Principles P‑R, Provisions 37‑42)
The Remuneration Committee is Chaired by Tim Cruttenden
and all independent Non‑executive Directors are members
of the Committee. The Company’s remuneration policy,
approved by Shareholders at the AGM in September 2020, is
detailed within the Report of the Remuneration Committee
on page 92 and explains how the policy is designed to
support strategy and promote long‑term sustainable success.
The Committee meets at least annually and is responsible
to the Board for consideration and recommendations in
relation to directors’ remuneration. Consideration is given
to peer investment trust companies remuneration levels,
industry guidance, the work undertaken by the Board in the
prior year and plans for the year ahead. Remuneration levels
are set to attract and retain the correct calibre of individual
to the Board. Further details are provided in the Directors’
Remuneration Report on pages 92 and 97. The Directors
are excluded from discussions in relation to their own
remuneration.
By order of the Board
Tracey Lago, FCG
Polar Capital Secretarial Services Limited
Company Secretary
19 July 2022
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Environmental, Social
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Financial
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Shareholder
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Audit Committee Report
Introduction from The Chair
I am pleased to present, as Chair of the Audit Committee,
my seventh annual report to Shareholders. As reported in
the Chair’s statement, as part of phase one of the Board’s
succession plans, we went through a recruitment process
during the year under review to recruit an Audit Chair Elect
to succeed me when I reach nine years’ service in 2024.
Following this process, Jane Pearce joined the Board on 6
September 2021 as Audit Chair Elect. Jane and I will work
together to ensure a smooth and orderly handover process
ahead of my retirement from the Board in 2024.
Committee Composition
The Committee comprises all of the independent Non‑
executive Directors; with the exception of the Chair of the
Board who attends Committee meetings by invitation.
The Audit Committee, as a whole, has competence
relevant to the sector in which the Company operates.
Committee members have a range of financial, investment
and other relevant sector experience, including fund
management in both listed and private equity funds. The
requirement for at least one member of the Committee to
have recent and relevant financial experience is satisfied
by various members of the Committee who are Chartered
Accountants and some of whom also chair Audit
Committees for other public companies. More information
about the Committee members can be found in the
Directors’ biographies on pages 10 and 11.
During the year the Audit Committee met three times,
with all members of the Committee attending each
meeting with the exception of Jane Pearce and Catherine
Cripps who officially joined the Committee on 6
September 2021 having observed as guests the Committee
meeting held on 1 September 2021. The Committee has
primarily functioned remotely for the financial year due
to the restrictions in place in relation to the COVID‑19
pandemic. Zoom videoconferencing and online Diligent
Charlotta Ginman
Chair of the Audit Committee
Boardbooks were utilised to assist with the smooth running
of meetings. I am pleased to confirm that this has worked
well, all Committee members have been able to operate
as effectively as before and that there has been no break
in service from external providers. Since the year end,
the Committee is pleased to have returned to in person
meetings.
Committee Role and Responsibilities
The Committee has written terms of reference which
clearly define its responsibilities and duties. The terms of
reference which are reviewed annually by the Committee
and approved by the Board, are available to view on the
Company’s website, www.polarcapitaltechnologytrust.co.uk.
Significant issues considered by the Audit
Committee during The Year
Geopolitical events
This time last year we were reporting on the effect of the
COVID‑19 pandemic on the portfolio and market disruption
in general. Thankfully we now appear to be seeing the last
signs of COVID‑19 as a pandemic and the first signs of it
becoming something that we should all continue to be
aware of and live with as carefully as we can.
Focus has shifted as we now watch the impact of the
Russian war on Ukraine as well as the effects of inflation.
The consequences of these events can be seen globally and
the associated market volatility has had an impact on the
Company’s portfolio performance. Further details can be
found in the Investment Manger’s Report on pages 16 to
27. The Committee will continue to monitor the impact of
these events which appear in our assessment of risk and
the ability to achieve the Company’s investment objective.
The Committee regularly reviews the operational resilience
of its various service providers in connection with the
mitigation of the business risks posed by geopolitical
events. Many of the external service providers have
continued to utilise the hybrid working model after such
a successful business transition to fully remote working
during the pandemic. The Committee is pleased to confirm
that all service providers have continued to demonstrate
their ability to provide services to the expected level, with
no breaks in the services provided or significant operational
failures. We have continued to stress test our assumptions
when considering the Company’s ability to continue as a
going concern and making a statement in regard to the
Company’s ongoing viability.
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Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
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Audit Regulation
Since my last report to you, the Committee has not this
year had to consider any new material regulations.
As reported last year, the Committee is aware of the
extensive proposals outlined by the Department of
Business, Enterprise, Industry and Skills consultation
(“BEIS”) which seek to strengthen the UK’s audit and
corporate governance framework. The outcomes of the
consultation process were published on 31 May 2022.
The Committee will therefore review the detail of and
implement any primary legislation arising from the reforms
and consider any suggested guidance from BEIS for good
practice. The Committee will report on any changes made
in the next Annual Report.
Significant Reporting Matters
Annual Report and Financial Statements
(the ‘Annual Report’)
The Board has asked the Committee to once again confirm
that in its opinion the Annual Report as a whole can be
taken as fair, balanced and understandable and provides
the information necessary for Shareholders to assess the
Company’s financial position, performance, business
model and strategy. In doing so the Committee has given
consideration to:
the ongoing comprehensive control framework around
the production of the Annual Report, including the
verification processes in place to deal with the factual
content;
the extensive levels of review that are undertaken in the
production process, by the Investment Manager and
the Committee;
the internal control environment as operated by the
Investment Manager and other suppliers including any
checks and balances within those systems; and
the unqualified audit report from the auditors
confirming their work based on substantive testing of
the financial statements.
As a result of the work performed, the Committee has
concluded that the Annual Report for the year ended
30 April 2022, taken as a whole, is fair, balanced and
understandable and provides the information necessary
for Shareholders to assess the Company’s performance,
business model and strategy, and this has been
recommended to the Board.
Valuation of Investments
During the year the Committee once again reviewed the
robustness of the Investment Manager’s processes in place
for recording investment transactions as well as ensuring
the valuation of assets is carried out in accordance with the
adopted accounting policies and as laid out in Note 2 (f). No
unquoted valuations were held at the Company’s year end.
Existence and Ownership of Investments
During the year the Committee received reassuring quarterly
reports from the Depositary on its work and safe keeping of
the Company’s investments, in accordance with the AIFM
Regulations. No errors have been reported during the year.
Other Reporting Matters
Accounting Policies
During the year the Committee ensured that the
accounting policies as set out on pages 110 to 114 were
applied consistently throughout the year. In light of there
being no unusual transactions during the year or other
possible reasons, there were no changes to currently
adopted policies. There were no new IFRSs or amendments
to IFRSs applicable to the current year which had any
significant impact on the Company’s Financial Statements.
European Single Electronic Format (ESEF)
With effect from this financial year (30 April 2022), the
Company is required under ESEF regulations to prepare and
file accounts in xHTML format. As the Company prepares
single accounts, it is exempt from filing consolidated
accounts with full ESEF tagging.
Going Concern
The Audit Committee, at the request of the Board,
considered the ability of the Company to adopt the
Going Concern basis for the preparation of the Financial
Statements. Having reviewed the Company’s financial
position, the Committee is satisfied that it is appropriate
for the Board to prepare the Financial Statements for the
year ended 30 April 2022 on a going concern basis.
The Committee’s review of the Company’s financial
position included consideration of the current cash
and debt ratios of the Company; the ability to repay
outstanding bank facilities with 17% cash equivalents
readily available to the Company as at 30 April 2022; the
diversification of the portfolio; and the analysis of portfolio
liquidity, which estimated liquidation of 99.8% of the
portfolio within seven trading days.
Audit Committee Report continued
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89
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
The Committee is mindful of the uncertainty surrounding
inflation, recession and rising interest rates coupled with
the invasion of Ukraine by Russia and the longer term
impact this may have on the market and global economy.
As noted above, these have been included on the
Company’s risk register and will continue to be monitored.
The Committee also considered the Company’s financial
performance during the year under review and concluded
that: given the lack of impact on dividend income received
and there being no exposure to unquoted assets at the
year‑end, this had not affected the Company’s ability to
continue as a going concern and is not expected to have
a significant financial impact on the Company during the
next 12 months.
Viability Statement
The Committee considered the Company’s longer‑term
viability, with reference to the FRC’s Guidance on Risk
Management, Internal Control and Related Financial and
Business Reporting, and concluded that the Board may
state its reasonable expectation that the Company will be
able to continue in operation and meet its liabilities as they
fall due over the period of their assessment.
The assessment took account of the Company’s current
financial position, its cash flows and its liquidity position,
the principal risks as set out on pages 64 and 69 and the
Committee’s assessment of any material uncertainties
and events that might cast significant doubt upon the
Company’s ability to continue as a going concern.
The assessment was then subject to a sensitivity analysis
projected over a five‑year period, which tested a number
of the key assumptions including income and expenditure
underlying the forecasts both individually and in aggregate
for normal, favourable and stressed conditions. In
conducting the stress tests, the Company’s principal risks
such as failure to achieve the investment objective, global
geopolitical risk, black swan events and IT Failure and cyber
risk were grouped into three buckets according to their
post mitigation scores and, where possible, material values
were attached to the key risks materialising and evaluated
to assess the effect of this on the Company’s ability to
continue as a going concern and its viability over a five‑
year period. The Committee recommended to the Board
that the Company’s longer term prospects to continue its
operations and meet its expenses and liabilities as they
fall due over the next five years to 30 April 2027 were
reasonable. See pages 62 and 63 for further details.
Taxation and Expenses
The Committee sought to ensure that the Company
was compliant with section 1158 of the Corporation Tax
Act 2010 throughout the year, by seeking and receiving
confirmation that the Company continues to meet the
eligibility conditions. In the year under review, Grant
Thornton LLP provided services to the Company as tax
agents in Taiwan and Arrk Solutions for the iXBRL tagging
of the Company’s accounts for submission to HM Revenue
and Customs.
At the Audit Committee meeting in May 2022, the
Committee also considered the allocation of expenses
between capital and income and agreed to continue with
the Company’s stated accounting policy of allocating the
indirect costs to revenue and performance fees to capital,
in line with market practice and permitted by the AIC SORP
(Statement of Recommended Practice).
Interim Report and Financial Statements
The Committee considered and reviewed the Interim
Report and Financial Statements, which are not audited
or reviewed by the external Auditors, to ensure that they
remained consistent with the accounting policies used in
the annual Financial Statements.
Internal Controls and Risk Management
The Board has ultimate responsibility for the management
of risk throughout the Company and has asked the Audit
Committee to assist in maintaining an effective internal
control environment. The Company maintains a Risk Map
which seeks to identify, monitor and control principal risks
as well as identifying emerging risks. The Committee has
continued to review the Risk Map to identify the principal
and emerging risks facing the business including those that
might threaten its business model, future performance,
liquidity and reputation. Alongside this, the Committee
considered the likelihood, impact, mitigating factors and
controls to reduce the impact of such risks as described on
pages 64 and 69. This process was carried out throughout
the year and is the means by which the Risk Map is
monitored and kept relevant by reflecting any changes to
the source and level of risks facing the Company.
The Audit Committee has met to discuss and assess
emerging risks and where appropriate recommends
changes to the Risk Map, as well as thinking of different
ways of illustrating the level of risk faced by the business
through the use of heat maps, for example. The
Committee will actively continue to monitor the system
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Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
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of internal controls through the regular review of the Risk
Map and the internal control environment in order to
provide assurance that they operate as intended and that
the Risk Map reflects developing and new risks.
As part of the year end process the Audit Committee
undertook a review of the effectiveness of the system
of internal controls taking into account any issues that
had arisen during the course of the year. The Committee
acknowledges that the Company is reliant on the systems
utilised by external suppliers. Representatives of the
Investment Manager reported to the Committee on the
system of internal controls in place for the performance
of the Investment Manager’s duties under the Investment
Management Agreement. Presentations and internal
control reports were also received from other key
suppliers on the quality and effectiveness of the services
provided to the Company. In addition, employees of the
Manager conducted a virtual due diligence site visit with
HSBC where they received thorough presentations from
representatives covering the work of the Operations, Risk
Administration and Accounting Teams, in addition to the
Custodian and Depositary. No matters of concern with
any areas of service were raised at any of the meetings
or on reviewing the internal controls reports. Deep dive
review meetings, which the Committee completed in
financial years prior to the COVID‑19 pandemic have been
reintroduced and the schedule of meetings will commence
in mid‑2022.
The Audit Committee has reviewed the Investment
Manager’s policies on whistleblowing, anti‑bribery and the
Modern Slavery Act and is satisfied that the Investment
Manager has controls and monitoring processes to
implement their policies across the main contractors which
supply goods and services to the Investment Manager
and the Company. The Company has adopted an Anti‑
Corruption policy which incorporates Anti‑Bribery, Anti‑
Slavery and the Corporate Criminal Offence of Tax Evasion.
In addition to this the Company has issued a data privacy
notice in relation to the General Data Protection Regulation.
All such policies can be found on the Company’s website
www.polarcapitaltechnologytrust.co.uk.
The Audit Committee has also considered the Investment
Manager’s policy and controls surrounding the use of
brokerage commissions generated from transactions
in the Company’s portfolio. There were no issues of
concern arising from the reviews of the internal controls
environment the Company relied upon during the course
of the year ended 30 April 2022.
External Auditor
The Committee, on behalf of the Board, is responsible
for overseeing the relationship with the external auditor,
including ensuring the quality and robustness of the audit.
Appointment and Tenure
Following a formal and competitive tender process, KPMG
LLP (‘KPMG’) was appointed as the Company’s external
auditor with their first year as the Company’s auditor
being the year ended 30 April 2018. Mr John Waterson
was the Audit Partner allocated to the Company by KPMG
on engagement and has served as Audit Partner until
completion of the current financial year’s audit being the
year ending in April 2022, being five full audit years; he will
be succeeded by Mr Philip Merchant who will complete his
first audit with the Company for the year ended 30 April
2023. In accordance with current legislation, the Company
is required to tender the external audit no later than for
the year ending 30 April 2028, after ten full audit years.
However, the Committee keeps the external audit function
under review and may choose to undertake an audit tender
process earlier than prescribed should it be deemed in the
best interests of shareholders so to do. The re‑appointment
of KPMG as Auditor to the Company will be submitted for
Shareholder approval at the AGM to be held in September
2022, together with a separate Resolution to authorise the
Directors to set the remuneration of the Auditor.
The Company has complied throughout the year ended
30 April 2022 with the provisions of the Statutory Audit
Services Order 2014, issued by the Competition and
Markets Authority (‘CMA Order’). There are no contractual
obligations restricting the choice of external auditor. The
external auditor is invited to all Committee meetings and
receives copies of all relevant papers and meeting minutes.
The Audit
The scope of the annual external audit was agreed in
advance with the Committee with a focus on areas of audit
risk and the appropriate level of audit materiality. For the
financial year 2021, COVID‑19 led to an increased level of
scrutiny of the Company’s going concern and longer‑term
viability testing by the Auditors. As detailed above the
Company has continued to utilise enhanced stress testing
as a matter of best practice. The Auditors reported to the
Audit Committee on the results of the audit work and
highlighted any issues which were significant or material
in the context of the Financial Statements. There were
no adverse matters brought to the Audit Committee’s
attention in respect of the financial year 2022 audit which
were material or significant or which should be brought to
Shareholders’ attention.
Audit Committee Report continued
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91
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Effectiveness
The Audit Committee monitored and evaluated the
effectiveness of the Auditors under the terms of their
appointment based on an assessment of their performance,
qualification, knowledge, expertise and resources. The
Auditors’ effectiveness was also considered along with
other factors such as audit planning and interpretations of
accounting standards. This evaluation has been carried out
throughout the year by meetings held with the Auditors,
by review of the audit process and by comments from the
Investment Manager and others involved in the audit process.
The Auditors were provided with an opportunity to address
the Committee and independently, the Audit Chair, without
the Investment Manager present to raise any concerns
or discuss any matters relating to the audit work and the
cooperation of the Investment Manager and others in
providing any information and the quality of that information
including the timeliness in responding to audit requests. No
concerns were raised by the Auditors or the Audit Committee
in relation to the service provided by the Investment Manager
or any other third‑party service provider.
Independence
In order to fulfil the Committee’s responsibility regarding
the independence of the Auditor, the Committee reviewed
the senior staffing for the audit, the Auditors arrangements
concerning any conflicts of interest, the extent of any non‑
audit services, the Auditors independence statement and
any other issues that may affect the Auditors independence.
Subsequent to the review the Audit Committee concluded
that the Auditor remained independent and continued to act
in an independent manner.
Fees
As part of the year end audit, the Committee considered
and re‑confirmed the level of fees pre‑agreed and payable
to the Auditor bearing in mind the nature of the audit
and the quality of services received. The annual audit fee
for the year was £45,000 (2021: £40,000 plus an overrun
fee of £3,500 for the financial year 2020 audit which was
recognised in the financial year 2021). The fee represents
a further increase on the prior year to reflect the level of
audit work required to perform a robust quality audit.
Increased resource is being committed by audit firms,
particularly in terms of partner level involvement. The
year‑on‑year increase, whilst unwelcome, is in line with
increases experienced across the investment trust sector
in the current and recent years. Audit firms generally have
increased the fees that they charge to investment trusts in
order to reflect the increased level of work that they have
been required to perform, and the increased risk that they
perceive, in the context of more rigorous levels of audit
scrutiny and regulation.
In addition to the regular audit fee for the 2021 financial
year, overrun fees were incurred in the completion of the
2021 audit and during the financial year ended 2022, of
£12,000 and £10,000 respectively. The company recharged
these to the investment manager given the nature of the
additional audit work undertaken.
The Audit Committee is conscious of the increased external
audit fees which continue to be proposed across the
industry in connection with increased levels of liability and
regulatory risk. The Audit Committee therefore continues
to keep fee levels under close review and considers that
any fee increases must be justified, particularly given the
impact of technology reducing audit man hours, the very
high proportion of the Company’s balances which can be
verified easily by reference to independent sources and
the low incidence of management estimates within the
accounts.
Non-Audit Services
The Audit Committee’s policy on the provision of non‑audit
services by the Auditors is available on the Company’s
website. The policy is produced in line with the FRC Ethical
Standards (updated in March 2020) and any non‑audit
services are required to be pre‑approved by the Audit
Committee. KPMG LLP were appointed to undertake their
first annual audit for the year ended 30 April 2018 and
have not provided any non‑audit services to the Company
in the year under review, or in the previous year.
Effectiveness of The Committee
As a member of the FTSE350, the Company is required
to engage in an external Board evaluation at least every
three years. Such an external evaluation was last carried
out during the financial year under review by Stephenson
Executive Search
, an independent third‑party specialising
in board evaluation. I am delighted to confirm that the
findings of the evaluation processes were positive in all
aspects and the Audit Committee was highly rated. The
Committee continually seeks to improve its effectiveness
where possible and follow best practice guidance from the
FRC and other relevant legislative and industry bodies.
Charlotta Ginman, FCA
Chair of the Audit Committee
19 July 2022
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Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
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Directors’ Remuneration Report
Introduction
This report is submitted in accordance with the Large and
Medium‑Sized Companies and Groups (Accounts and
Reports) (Amendment) Regulation 2013 (the ‘Regulations’),
The Companies (Directors’ Remuneration Policy and Directors’
Remuneration Report) Regulations 2019 and the Listing Rules
of the Financial Conduct Authority in respect of the year
ended 30 April 2022. It has been audited where indicated.
Chairman’s Report
The Remuneration Committee (“the Committee”) comprises
all the independent Non‑executive Directors and has
written terms of reference, which are available to view on
the Company’s website, www.polarcapitaltechnologytrust.
co.uk. The terms of reference clearly define the Committee’s
responsibilities and duties.
The Committee meets at least annually and is responsible
for recommending the framework for the remuneration
of Directors, including the ongoing appropriateness of
the Remuneration Policy and the individual remuneration
of Directors based on their contributions. The Committee
aims to pay fees relative to other companies in the
sector commensurate with the responsibilities and time
commitments of the Board. On at least an annual basis
and within the current year, we considered the time and
commitment required of the Directors and of the Chair of
the Board. We considered comparative fees, inflation and
the need to attract and retain capable people to the role,
as well as the requirements to avoid conflicts and time
constraints.
Remuneration Policy
Shareholders approved the current Directors’ Remuneration
Policy by way of an ordinary resolution passed at the AGM
in September 2020. Such Policy came into effect on 1 May
2021 and shall remain in force until 30 April 2024.
Tim Cruttenden
Independent Non‑executive
Director
Company’s Policy on Directors’ Remuneration effective until 30 April 2024
How policy supports strategy and
promotes long term sustainable success
Operation Opportunity
The Board consists entirely of
independent Non‑executive
Directors, who meet regularly to deal
with the Company’s affairs.
The intention is that fees payable
reflect the time spent by them
individually and collectively, be
of a level appropriate to their
responsibilities and be in line with
market practice, sufficient to enable
candidates of high calibre to be
recruited and retained.
Non‑executive Directors have formal
letters of appointment and their
remuneration is determined by the
Board within the limits set by the
Articles of Association.
Fees are reviewed annually but the
review will not necessarily result in any
change to rates. No Director is involved
in deciding their own remuneration
level.
Non‑executive Directors are appointed
initially for a three‑year term, subject to
annual re‑election by Shareholders in
accordance with the AIC Code.
All fees are paid by credit transfer
monthly in arrears, to the Director
concerned.
The Company’s policy in relation to fees is to offer only
a fixed basic fee in line with equivalent roles within the
sector with additional fees for the roles of Chair of the
Company, Chair of the Audit Committee and SID.
In accordance with the Company’s Articles of
Association, any Director who performs, or undertakes
to perform, services which the Directors consider go
far beyond the ordinary duties of a Director, may be
paid such additional remuneration (whether by way of
fixed sum, bonus, commission, participation in profits or
otherwise) as the Directors may determine.
In such instances, when the Remuneration Committee
believes that there have been exceptional circumstances
and a Director’s services have been substantially
beyond what is typically expected, the Remuneration
Committee will authorise a payment to a Director and
provide details of the events, duties and responsibilities
that gave rise to such within the Remuneration
Implementation Report.
As the Company is an investment
trust and all Directors are Non‑
executive, it is considered
inappropriate to have any long‑term
incentive schemes or benefits.
Non‑executive Directors do not
receive any bonus, nor do they
participate in any long‑term incentive
schemes or pension schemes.
There are no performance conditions relating to Non‑
executive Directors fees.
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93
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
As per previous AGM resolutions shareholders will be asked to consider a non‑binding vote for the approval of the
Directors’ Remuneration Implementation Report which reports on how the current policy has operated during the year to
30 April 2022. The results of the Shareholder vote on the Directors’ Implementation Report and on Directors’ Policy Report
submitted to the 2021 Annual General Meeting were as follows:
Implementation Report
for the Year ended
30 April 2021
Remuneration
Policy for the three
years ending on
30 April 2024
Votes for 99.91% of votes cast 99.94% of votes cast
Votes against 0.09% of votes cast 0.06% of votes cast
Votes withheld 51,038 1,379,929
2021/22 Fees Paid
In the year under review the Directors’ fees were paid
at the following annual rates, the Chair £50,000; other
Directors £31,500 with the Chair of the Audit Committee
receiving an extra £7,000 and the Senior Independent
Director receiving an extra £4,200 for performing such
additional roles.
Fee Review
The Committee carries out an annual review of fees paid
to the Directors. While such a review will not necessarily
result in any change to the rates, the Committee believes
that it is important that these reviews happen annually. The
Committee, when considering fees, favours modest annual
increases rather than larger increases awarded at longer
intervals.
In May 2022, the Committee carried out a review of
Directors’ remuneration which included a selection of peer
comparisons and external reports including the Nurole
Compensation Report and the Trust Associates 2021 Fee
Review. Consideration was also given to the external Board
Evaluation results and the increased level of input and
responsibility the members of the Board have in relation to
enhanced regulations and requirements. As a result, the
Committee decided to implement the following increases
with effect from 1 May 2022:
Chair
The annual fee for the Chair has been increased from to
£50,000 to £55,000 pa. This is an increase of 10%. Taking
into account the Chair fees paid by Investment Trusts
of a similar size, the Committee reflected that the rate
could be increased further but would consider such in the
2023
review.
Directors
The annual fee for a Non‑executive Director has been
increased from £31,500 to £33,000 pa, representing a
4.7% increase. Directors’ fees for the year ending 30 April
2023, in respect of the current board members, after
taking account of the retirement of the current Chair, are
expected to total £243,000. The maximum aggregate
amount provided for in the Company’s Articles of
Association (the Articles), Article 99 is £300,000.
The Board remains committed to ongoing Shareholder
dialogue and any views expressed by Shareholders on
the fees being paid to Directors would be taken into
consideration by the Remuneration Committee in the
annual review of Directors’ fees. No such views have been
received from Shareholders.
The Directors did not participate in discussions on the fees
applicable to their own roles.
Senior Independent Director and Chair of
Audit Committee
The supplements for the Senior Independent Director and
Chair of the Audit Committee remained unchanged at
£4,200 and £7,000 respectively.
Other Fees and Incentives
As the Company is an investment trust it has no executive
Directors or employees and as all the Directors are Non‑
executive, it is considered inappropriate to have any long
term incentive schemes. The fees are not specifically
related to the Directors’ performance, either individually or
collectively.
The Directors are entitled to be reimbursed for reasonable
expenses incurred by them in connection with the
performance of their duties and attendance at Board and
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Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
94
General Meetings. In certain circumstances, under HMRC
rules, travel and other out of pocket expenses reimbursed
to the Directors may be considered as taxable benefits.
The taxable expenses comprise of expenses incurred by
the Directors attending Board and other meetings held in
London. Such expenses are paid to the Directors grossed
up for taxation.
Letters of Appointment
In accordance with recommended practice, the Directors do
not have service agreements but instead each Director has
received a letter setting out the terms of their appointment
under which they provide their services to the Company. A
Director may resign by giving one month’s notice in writing
to the Board at any time. The Directors are not entitled to
payment for loss of office.
A sample equivalent to the Directors’ Letter of
Appointment is available on the Company’s website.
In accordance with the Articles, any new Director is
required to stand for election at the first AGM following
their appointment, and in accordance with good corporate
governance practice all Directors stand for re‑election by
shareholders every year thereafter.
Directors’ And Officers’ Liability Insurance /
Indemnity
Directors’ and officers’ liability insurance is held by the
Company in respect of the Directors. The Company has, to
the extent permitted by law and the Company’s Articles,
provided each Director with a Deed of Indemnity which,
subject to the provisions of the Articles and s234 of the
Companies Act 2006 ‘qualifying third party indemnity
provisions’, indemnifies the Directors in respect of costs
which they may incur relating to the defence of any
proceedings brought against them arising out of their
position as Directors (excluding criminal and regulatory
penalties). Directors’ legal costs may be funded up‑front
provided they reimburse the Company if the individual
is convicted or, in an action brought by the Company,
judgement is given against them. These provisions were in
force during the year and remain in force.
Directors’ Remuneration Report continued
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95
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Remuneration Implementation Report
Remuneration Paid In The Year Ended 30 April 2022 (Audited)
The fees payable in respect of each of the Directors were as follows:
Year ended 30 April 2022 Year ended 30 April 2021
Fixed fee
Taxable
expenses
1
Total
Remuneration Fixed fee
Taxable
expenses
1
Total
Remuneration
Sarah Bates (Chair) £50,000 £50,000 £46,500 £46,500
Charlotta Ginman (Chair of the Audit
Committee)
£38,500 £38,500 £36,000 £36,000
Tim Cruttenden (Senior Independent Director) £35,700 £35,700 £33,431 £33,431
Charles Park £31,500 £31,500 £30,000 £30,000
Stephen White £31,500 £31,500 £30,000 £30,000
Jane Pearce (appointed to the Board with
effective from 6 Sep 2021)
£20,677 £777 £21,454
Catherine Cripps (appointed to the Board
with effective from 6 Sep 2021)
£20,677 £20,677
Peter Hames (retired as Senior Independent
Director and from the Board on 8 July 2020)
£6,451 £6,451
TOTAL £228,554 £777 £229,331 £182,382 £182,382
Note 1: Taxable travel and subsistence expenses incurred in attending Board and Committee meetings. The amount disclosed above is the gross amount.
No pension contributions or other remuneration or compensation was paid or payable by the Company during the year
to any of the Directors. Consequently, the figures shown above comprise the single total remuneration figure for each
Director.
The table below contains the annual percentage change in remuneration in the five financial years prior to the current year
in respect of each Director:
Fee Rates
Year to 30 April
2018
Year to 30 April
2019
Year to 30 April
2020
Year to 30 April
2021
Year to 30 April
2022
Chair
£41,500 £43,000 £44,300 £46,500 £50,000
+3.8% +3.6% +3.0% +5.0% +7.5%
Directors’ fees
£26,800 £27,600 £28,400 £30,000 £31,500
+4.1% +3.0% +2.9% +5.6% +5.0%
Additional fees:
Chair of the Audit Committee
£3,500 £3,600 £5,000 £6,000 £7,000
+16.7% +2.9% +38.9% +20% +16.6%
Senior Independent Director
£3,500 £3,600 £3,700 £4,000 £4,200
+16.7% +2.9% +2.8% +8.1% +5.0%
www.polarcapitaltechnologytrust.co.uk
Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
96
Directors’ Share Interests (Audited)
Neither the Company’s Articles nor the Directors’ letters of appointment require Directors to hold shares in the Company.
The interests in the ordinary shares of the Company of the Directors in office at 30 April 2021 and 30 April 2022 are as
follows:
Ordinary Shares 30 April 2022 30 April 2021
Sarah Bates (Chair) 10,500 10,500
Tim Cruttenden 1,000 1,000
Charlotta Ginman 4,941 4,941
Charles Park 1,840 1,840
Stephen White 10,000 10,000
Catherine Cripps
Jane Pearce
Performance
The Large and Medium‑sized Companies and Groups (Accounts and Reports) (amendment) Regulations 2013, (Schedule 8,
Part 3 (18, 4(c))) require a line graph to be included in the Directors’ Remuneration Report showing the total Shareholder
return for each of the financial years in the relevant period, being the five financial years with the last being the period
under review. Each subsequent annual graph is required to increase by one year until the maximum relevant period of
ten years is reached; thereafter the relevant period will continue to be ten years. The Dow Jones World Technology Index
is shown because, as a market capitalisation weighted index based on the entire global technology sector, it is the most
relevant benchmark.
April
2012
April
2013
April
2014
April
2015
April
2016
April
2017
April
2018
April
2019
April
2020
April
2021
April
2022
0
100
200
300
400
500
600
700
800
PCTT Ordinary Share Price Dow Jones World Technology Index
Directors’ Remuneration Report continued
www.polarcapitaltechnologytrust.co.uk
97
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Relative Importance Of Spend On Pay
Under the Regulations (Schedule 8, Part 3 (20)), the Directors’ Remuneration Report must show a comparison of all
remuneration paid to employees to all distributions (including dividends and share buy backs) paid to shareholders for the
current year, preceding year and the difference between those years. This is to assist the Directors in understanding the
relative importance of spend on pay.
The Company has no employees and while the Directors do not consider that the comparison of Directors’ remuneration
with distributions to shareholders is a meaningful measure of the Company’s overall performance, for comparison
purposes the table below compares Directors’ fees with the level of dividends paid, profit after tax and the cost of share
buy backs undertaken by the Company.
Change
2022
£’000
2021
£’000 £’000 %
Directors’ total remuneration* 229 182 47 26
Dividends paid or declared in respect of the financial
year
Net (loss)/profit for the year and total comprehensive
(expense)/income
(258,646) 1,063,687 (1,322,333) (124)
Issue of ordinary shares
53,530 (53,530) (100)
Ordinary shares repurchased into treasury 99,132 17,051 82,081 481
* Increase relates to the appointment of Catherine Cripps and Jane Pearce in September 2021 and fee increases from 1 May 2021.
Tim Cruttenden
Senior Independent Director and Chairman of the Remuneration Committee
19 July 2022
www.polarcapitaltechnologytrust.co.uk
Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
98
Statement of Directors’ Responsibilities in respect of
the financial statements
The Directors are responsible for preparing the Annual
Report and the financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law they
have elected to prepare the financial statements in
accordance with
UK‑adopted international accounting
standards and applicable law. Under company law the
directors must not approve the financial statements unless
they are satisfied that they give a true and fair view of the
state of affairs of the Company and of its profit or loss for
that period. In preparing these financial statements, the
Directors are required to:
select suitable accounting policies and then apply them
consistently;
make judgements and estimates that are reasonable,
relevant and reliable;
state whether they have been prepared in accordance
with
UK‑adopted international accounting standards;
assess the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to
going concern; and
use the going concern basis of accounting unless they
either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company
and enable them to ensure that its financial statements
comply with the Companies Act 2006. They are 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, and have general responsibility for taking such steps
as are reasonably open to them to safeguard the assets of
the Company and to prevent and detect fraud and other
irregularities.
Under applicable law and regulations, the Directors are
also responsible for preparing a Strategic Report, Directors’
Report, Directors’ Remuneration Report and Corporate
Governance Statement that complies with that law and
those regulations.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the company’s website. Legislation in the UK
governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Responsibility Statement of the Directors in
respect of the Annual Report and Financial
Statements
We confirm that to the best of our knowledge:
the financial statements, prepared in accordance with
the applicable set of accounting standards, give a true
and fair view of the assets, liabilities, financial position
and profit or loss of the company; and
the Strategic Report includes a fair review of the
development and performance of the business and the
position of the issuer, together with a description of the
principal risks and uncertainties that they face.
We consider the annual report and accounts, taken as a
whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the
Company’s position and performance, business model and
strategy.
Sarah Bates
Chair
19 July 2022
www.polarcapitaltechnologytrust.co.uk
99
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Independent Auditor’s Report
to the members of Polar Capital Technology Trust plc
1. Our opinion is unmodified
We have audited the financial statements of Polar Capital
Technology Trust plc (“the Company”) for the year
ended 30 April 2022 which comprise the Statement of
Comprehensive Income, Balance Sheet, Statement of
Changes in Equity, Cash Flow Statement, and the related
notes, including the accounting policies in note 2.
In our opinion the financial statements:
give a true and fair view of the state of the Company’s
affairs as at 30 April 2022 and of its return for the year
then ended;
have been properly prepared in accordance with
UK‑adopted international accounting standards; and
have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (“ISAs (UK)”) and applicable
law. Our responsibilities are described below. We believe
that the audit evidence we have obtained is a sufficient
and appropriate basis for our opinion. Our audit opinion is
consistent with our report to the audit committee.
We were first appointed as auditor by the shareholders
on 7 September 2017. The period of total uninterrupted
engagement is for the five financial years ended 30 April
2022. We have fulfilled our ethical responsibilities under, and
we remain independent of the Company in accordance with,
UK ethical requirements including the FRC Ethical Standard
as applied to listed public interest entities. No non‑audit
services prohibited by that standard were provided.
Overview
Materiality: Financial
statements as a whole
£31.6m (2021:£34.9m)
1% (2021: 1%) of Total Assets
Key audit matters vs 2021
Recurring risks
Carrying amount of

quoted investments
2. Key audit matters: including our assessment
of risks of material misstatement
Key audit matters are those matters that, in our
professional judgement, were of most significance in the
audit of the financial statements and include the most
significant assessed risks of material misstatement (whether
or not due to fraud) identified by us, including those which
had the greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and directing the
efforts of the engagement team. We summarise below
the key audit matter (unchanged from 2021) in arriving
at our audit opinion above, together with our key audit
procedures to address that matter and our findings from
those procedures in order that the Company’s members,
as a body, may better understand the process by which we
arrived at our audit opinion. This matter was addressed,
and our findings are based on procedures undertaken, in
the context of, and solely for the purpose of, our audit of
the financial statements as a whole, and in forming our
opinion thereon, and consequently are incidental to that
opinion, and we do not provide a separate opinion on this
matter.
The risk Our response
Carrying amount of quoted
investments
(£2,811m; 2021: £3,243m)
Refer to page 88 (Audit
Committee Report), page 112
(accounting policy) and note 13
on page 118 (financial
disclosures).
Low risk, high value:
The Company’s portfolio of quoted investments
makes up 89% (2021: 93%) of the Company’s
total assets (by value) and is one of the key
drivers of results. We do not consider these
investments to be at a high risk of significant
misstatement, or to be subject to a significant
level of judgement because they comprise
liquid, quoted investments.
However, due to their materiality in the context
of the financial statements as a whole, they are
considered to be one of the areas which had
the greatest effect on our overall audit strategy
and allocation of resources in planning and
completing our audit.
We performed the detailed tests below rather
than seeking to rely on any of the Company’s
controls, because the nature of the balance
is such that we would expect to obtain audit
evidence primarily through the detailed
procedures described below.
Our procedures included:
Test of detail: Agreeing the valuation of
100% of quoted investments in the portfolio
to externally quoted prices; and
Enquiry of custodians: Agreeing 100%
of investment holdings in the portfolio
to independently received third party
confirmations from investment custodians.
Our findings
We found no differences (2021: no
differences) from the holdings confirmations
nor from the externally quoted prices of a size
to require reporting to the audit committee.
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Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
100
3. Our application of materiality and an
overview of the scope of our audit
Materiality for the financial statements as a whole was set
at £31.6m (2021: £34.9m), determined with reference to
a benchmark of total assets, of which it represents 1%
(2021: 1%).
In line with our audit methodology, our procedures
on individual account balances and disclosures were
performed to a lower threshold, performance materiality,
so as to reduce to an acceptable level the risk that
individually immaterial misstatements in individual account
balances add up to a material amount across the financial
statements as a whole. Performance materiality was
set at 75% (2021: 75%) of materiality for the financial
statements as a whole, which equates to £23.7m (2021:
£26m). We applied this percentage in our determination
of performance materiality because we did not identify any
factors indicating an elevated level of risk.
We agreed to report to the Audit Committee any corrected
or uncorrected identified misstatements exceeding £1.6m
(2021: £1.8m) in addition to other identified misstatements
that warranted reporting on qualitative grounds.
Our audit of the Company was undertaken to the
materiality level specified above and was performed by a
single audit team.
The scope of the audit work performed was fully
substantive as we did not rely upon the Company’s internal
control over financial reporting.
Total Assets
£3,160m (2021: £3,500m)
Materiality
£31.6m (2021: £34.9m)
Total Assets
£31.6m
Whole nancial
statements materiality
(2021: £34.9m)
£23.7m
Performance materiality
(2021: £26m)
£1.6m
Misstatements reported to
the audit committee (2021:
£1.8m)
4. Going concern
The Directors have prepared the financial statements on
the going concern basis as they do not intend to liquidate
the Company or to cease its operations, and as they have
concluded that the Company’s financial position means
that this is realistic. They have also concluded that there are
no material uncertainties that could have cast significant
doubt over its ability to continue as a going concern for
at least a year from the date of approval of the financial
statements (“the going concern period”).
We used our knowledge of the Company, its industry, and
the general economic environment to identify the inherent
risks to its business model and analysed how those risks
might affect the Company’s financial resources or ability
to continue operations over the going concern period.
The risks that we considered most likely to adversely affect
the Company’s available financial resources and/or metrics
relevant to debt covenants:
the impact of a significant reduction in the valuation
of investments and the implications for the Company’s
debt covenants;
the liquidity of the investment portfolio and its ability to
meet the liabilities of the Company as and when they
fall due; and
the operational resilience of key service organisations.
We considered whether these risks could plausibly affect
the liquidity/or covenant compliance in the going concern
period by assessing the degree of downside assumption
that, individually and collectively, could result in a liquidity
issue, taking into account the Company’s current and
projected cash and liquid investment position (a reverse
stress test).
We considered whether the going concern disclosure
in note 2(a) to the financial statements gives a full and
accurate description of the Directors’ assessment of
going concern, including the identified risks and related
sensitivities.
Our conclusions based on this work:
We consider that the Directors’ use of the going
concern basis of accounting in the preparation of the
financial statements is appropriate;
We have not identified, and concur with the Directors’
assessment that there is not, a material uncertainty
related 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 going concern period;
Independent Auditor’s Report continued
www.polarcapitaltechnologytrust.co.uk
101
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
We have nothing material to add or draw attention
to in relation to the Directors’ statement in note 2(a)
to the financial statements on the use of the going
concern basis of accounting with no material
uncertainties that may cast significant doubt over the
Company’s use of that basis for the going concern
period, and we found the going concern disclosure in
note 2(a) to be acceptable; and
The related statement under the Listing Rules set out
on page 63 is materially consistent with the financial
statements and our audit knowledge.
However, as we cannot predict all future events or
conditions and as subsequent events may result in
outcomes that are inconsistent with judgements that
were reasonable at the time they were made, the above
conclusions are not a guarantee that the Company will
continue in operation.
5. Fraud and breaches of laws and regulations –
ability to detect
Identifying and responding to risks of material
misstatement due to fraud
To identify risks of material misstatement due to fraud
(“fraud risks”) we assessed events or conditions that could
indicate an incentive or pressure to commit fraud or provide
an opportunity to commit fraud. Our risk assessment
procedures included:
enquiring of Directors as to the Company’s high‑level
policies and procedures to prevent and detect fraud,
as well as whether they have knowledge of any actual,
suspected or alleged fraud;
assessing the segregation of duties in place between
the Directors, the Administrator and the Company’s
Investment Manager; and
reading Board and Audit Committee minutes.
As required by auditing standards, we perform procedures
to address the risk of management override of controls, in
particular the risk that management may be in a position
to make inappropriate accounting entries. We evaluated
the design and implementation of the controls over
journal entries and other adjustments and made inquiries
of the Administrator about inappropriate or unusual
activity relating to the processing of journal entries and
other adjustments. We substantively tested all material
post‑closing entries and, based on the results of our risk
assessment procedures and understanding of the process,
including the segregation of duties between the Directors
and the Administrator, no further high‑risk journal entries
or other adjustments were identified.
On this audit we do not believe there is a fraud risk
related to revenue recognition because the revenue
is non‑judgemental and straightforward, with limited
opportunity for manipulation.
We did not identify any significant unusual transactions or
additional fraud risks.
Identifying and responding to risks of material
misstatement related to compliance with laws and
regulations
We identified areas of laws and regulations that could
reasonably be expected to have a material effect on
the financial statements from our general commercial
and sector experience and through discussion with the
Directors, the Investment Manager and the Administrator
(as required by auditing standards), and discussed with the
Directors the policies and procedures regarding compliance
with laws and regulations. As the Company is regulated,
our assessment of risks involved gaining an understanding
of the control environment including the entity’s procedures
for complying with regulatory requirements.
The potential effect of these laws and regulations on the
financial statements varies considerably.
Firstly, the Company is subject to laws and regulations
that directly affect the financial statements including
financial reporting legislation (including related companies
legislation), distributable profits legislation, and its
qualification as an Investment Trust under UK taxation
legislation, any breach of which could lead to the Company
losing various deductions and exemptions from UK
corporation tax, and we assessed the extent of compliance
with these laws and regulations as part of our procedures
on the related financial statement items.
Secondly, the Company is subject to many other laws
and regulations where the consequences of non‑
compliance could have a material effect on amounts
or disclosures in the financial statements, for instance
through the imposition of fines or litigation. We identified
the following areas as those most likely to have such an
effect: money laundering, data protection, bribery and
corruption legislation and certain aspects of company
legislation recognising the financial and regulated nature
of the Company’s activities and its legal form. Auditing
standards limit the required audit procedures to identify
non‑compliance with these laws and regulations to enquiry
of the Directors and the Administrator and inspection of
regulatory and legal correspondence, if any. Therefore if a
breach of operational regulations is not disclosed to us or
evident from relevant correspondence, an audit will not
detect that breach.
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Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
102
Context of the ability of the audit to detect fraud or
breaches of law or regulation
Owing to the inherent limitations of an audit, there is an
unavoidable risk that we may not have detected some
material misstatements in the financial statements, even
though we have properly planned and performed our audit
in accordance with auditing standards. For example, the
further removed non-compliance with laws and regulations
is from the events and transactions reflected in the financial
statements, the less likely the inherently limited procedures
required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk
of non-detection of fraud, as these may involve collusion,
forgery, intentional omissions, misrepresentations, or the
override of internal controls. Our audit procedures are
designed to detect material misstatement. We are not
responsible for preventing non-compliance or fraud and
cannot be expected to detect non-compliance with all laws
and regulations.
6. We have nothing to report on the other
information in the Annual Report
The Directors are responsible for the other information
presented in the Annual Report together with the financial
statements. Our opinion on the financial statements does
not cover the other information and, accordingly, we do
not express an audit opinion or, except as explicitly stated
below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and,
in doing so, consider whether, based on our financial
statements audit work, the information therein is materially
misstated or inconsistent with the financial statements
or our audit knowledge. Based solely on that work we
have not identified material misstatements in the other
information.
Strategic report and Directors’ report
Based solely on our work on the other information:
we have not identified material misstatements in the
strategic report and the Directors’ report;
in our opinion the information given in those reports
for the financial year is consistent with the financial
statements; and
in our opinion those reports have been prepared in
accordance with the Companies Act 2006.
Directors’ remuneration report
In our opinion the part of the Directors’ Remuneration
Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
Disclosures of emerging and principal risks and
longer-term viability
We are required to perform procedures to identify whether
there is a material inconsistency between the Directors’
disclosures in respect of emerging and principal risks and
the viability statement, and the financial statements and
our audit knowledge.
Based on those procedures, we have nothing material to
add or draw attention to in relation to:
the Directors’ confirmation within the Principal Risks
and Uncertainties disclosure on page 65 that they have
carried out a robust assessment of the emerging and
principal risks facing the Company, including those that
would threaten its business model, future performance,
solvency and liquidity;
the Principal and Emerging Risks disclosures describing
these risks and how emerging risks are identified, and
explaining how they are being managed and mitigated;
and
the Directors’ explanation in the Viability Statement of
how they have assessed the prospects of the Company,
over what period they have done so and why they
considered that period to be appropriate, and their
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 their assessment, including any
related disclosures drawing attention to any necessary
qualifications or assumptions.
We are also required to review the Viability Statement, set
out on pages 62 to 63 under the Listing Rules. Based on
the above procedures, we have concluded that the above
disclosures are materially consistent with the financial
statements and our audit knowledge.
Our work is limited to assessing these matters in the
context of only the knowledge acquired during our
financial statements audit. As we cannot predict all future
events or conditions and as subsequent events may result in
outcomes that are inconsistent with judgements that were
reasonable at the time they were made, the absence of
anything to report on these statements is not a guarantee
as to the Company’s longer-term viability.
Independent Auditor’s Report continued
www.polarcapitaltechnologytrust.co.uk
103
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Corporate governance disclosures
We are required to perform procedures to identify whether
there is a material inconsistency between the Directors’
corporate governance disclosures and the financial
statements and our audit knowledge.
Based on those procedures, we have concluded that each
of the following is materially consistent with the financial
statements and our audit knowledge:
the Directors’ statement that they consider that the
annual report and financial statements taken as a whole
is fair, balanced and understandable, and provides the
information necessary for shareholders to assess the
Company’s position and performance, business model
and strategy;
the section of the annual report describing the work of
the Audit Committee, including the significant issues that
the audit committee considered in relation to the financial
statements, and how these issues were addressed; and
the section of the annual report that describes the
review of the effectiveness of the Company’s risk
management and internal control systems.
We are required to review the part of Corporate
Governance Statement relating to the Company’s
compliance with the provisions of the UK Corporate
Governance Code specified by the Listing Rules for our
review. We have nothing to report in this respect.
7. We have nothing to report on the other
matters on which we are required to report
by exception
Under the Companies Act 2006, we are required to report
to you if, in our opinion:
adequate accounting records have not been kept, or
returns adequate for our audit have not been received
from branches not visited by us; or
the financial statements and the part of the Directors’
Remuneration Report to be audited are not in
agreement with the accounting records and returns; or
certain disclosures of Directors’ remuneration specified
by law are not made; or
we have not received all the information and
explanations we require for our audit.
We have nothing to report in these respects.
8. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on
page 98, the Directors are responsible for: the preparation
of the financial statements including being satisfied that
they give a true and fair view; 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; 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
they either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities
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 our opinion in an auditor’s report. Reasonable assurance
is a high level of assurance, but does not 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 aggregate, they could reasonably be
expected to influence the economic decisions of users taken
on the basis of the financial statements.
A fuller description of our responsibilities is provided on the
FRC’s website at: www.frc.org.uk/auditorsresponsibilities.
9. The purpose of our audit work and to whom
we owe our responsibilities
This report is made solely to the Company’s members, as
a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006 and the terms of our engagement by
the Company. Our audit work has been undertaken so that
we might state to the Company’s members those matters
we are required to state to them in an auditor’s report,
and the further matters we are required to state to them
in accordance with the terms agreed with the Company,
and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone
other than the Company and the Company’s members,
as a body, for our audit work, for this report, or for the
opinions we have formed.
John Waterson (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
Saltire Court
20 Castle Terrace
Edinburgh
EH1 2EG
19 July 2022
Financial Statements
www.polarcapitaltechnologytrust.co.uk
104
www.polarcapitaltechnologytrust.co.uk
105
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Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
106
Statement of Comprehensive Income
For the year ended 30 April 2022
Year ended 30 April 2022 Year ended 30 April 2021
Notes
Revenue
return
£’000
Capital
return
£’000
Total
return
£’000
Revenue
return
£’000
Capital
return
£’000
Total
return
£’000
Investment income 3 15,870 - 15,870 18,156 - 18,156
Other operating income 4 31 - 31 8 - 8
(Losses)/gains on investments held at fair value 5 - (253,694) (253,694) - 1,127,646 1,127,646
Losses on derivatives 6 - (5,799) (5,799) - (49,111) (49,111)
Other currency gains/(losses) 7 - 17,535 17,535 - (4,379) (4,379)
Total income 15,901 (241,958) (226,057) 18,164 1,074,156 1,092,320
Expenses
Investment management fee 8 (28,281) - (28,281) (24,134) - (24,134)
Performance fee 8 - - - - - -
Other administrative expenses 9 (1,335) - (1,335) (1,071) - (1,071)
Total expenses (29,616) - (29,616) (25,205) - (25,205)
(Loss)/profit before finance costs and tax (13,715) (241,958) (255,673) (7,041) 1,074,156 1,067,115
Finance costs 10 (973) - (973) (996) - (996)
(Loss)/profit before tax (14,688) (241,958) (256,646) (8,037) 1,074,156 1,066,119
Tax 11 (2,000) - (2,000) (2,432) - (2,432)
Net (loss)/profit for the year and total
comprehensive (expense)/income
(16,688) (241,958)
(258,646) (10,469) 1,074,156 1,063,687
(Losses)/earnings per share (basic and
diluted) (pence)
12 (12.36) (179.25) (191.61) (7.65) 784.40 776.75
The total column of this statement represents the Company’s Statement of Comprehensive Income, prepared in accordance with UK-
adopted International Accounting Standards.
The revenue return and capital return columns are supplementary to this and are prepared under guidance published by the AIC.
All items in the above statement derive from continuing operations.
The Company does not have any other comprehensive income.
The notes on pages 110 to 131 form part of these Financial Statements.
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Notes
Share
capital
£’000
Capital
redemption
reserve
£’000
Share
premium
£’000
Special
non-
distrib-
utable
reserve
£’000
Capital
reserves
£’000
Revenue
reserve
£’000
Total
£’000
Total equity at 30 April 2020 33,641 12,802 170,532 7,536 2,183,728 (99,642) 2,308,597
Total comprehensive income/(expense):
Profit/(loss) for the year to 30 April 2021 - - - - 1,074,156 (10,469) 1,063,687
Transactions with owners, recorded
directly to equity:
Issue of ordinary shares 18, 20 688 - 52,842 - - - 53,530
Ordinary shares repurchased into treasury 22 - - - - (17,051) - (17,051)
Total equity at 30 April 2021 34,329 12,802 223,374 7,536 3,240,833 (110,111) 3,408,763
Total comprehensive expense:
Loss for the year to 30 April 2022 - - - - (241,958) (16,688) (258,646)
Transactions with owners, recorded
directly to equity:
Ordinary shares repurchased into treasury 22 - - - - (99,132) - (99,132)
Total equity at 30 April 2022 34,329 12,802 223,374 7,536 2,899,743 (126,799) 3,050,985
The notes on pages 110 to 131 form part of these Financial Statements.
Statement of Changes in Equity
For the year ended 30 April 2022
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Balance Sheet
As at 30 April 2022
Notes
30 April 2022
£’000
30 April 2021
£’000
Non-current assets
Investments held at fair value through profit or loss 13 2,811,080 3,243,034
Current assets
Receivables 14 31,096 36,096
Overseas tax recoverable 286 162
Cash and cash equivalents 15 311,363 216,205
Derivative financial instruments 13 6,479 4,090
349,224 256,553
Total assets 3,160,304 3,499,587
Current liabilities
Payables 16 (57,284) (36,241)
Bank loans 17 (52,035) -
Bank overdraft 15 - (3,473)
(109,319) (39,714)
Non-current liabilities
Bank loans 17 - (51,110)
Net assets 3,050,985 3,408,763
Equity attributable to equity shareholders
Share capital 18 34,329 34,329
Capital redemption reserve 19 12,802 12,802
Share premium 20 223,374 223,374
Special non-distributable reserve 21 7,536 7,536
Capital reserves 22 2,899,743 3,240,833
Revenue reserve 23 (126,799) (110,111)
Total equity 3,050,985 3,408,763
Net asset value per ordinary share (pence) 25 2305.13 2496.44
The Financial Statements, on pages 106 to 131, were approved and authorised for issue by the Board of Directors on 19 July 2022 and
signed on its behalf by:
Sarah Bates
Chair
The notes on pages 110 to 131 form part of these Financial Statements
Registered number 3224867
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Notes
2022
£’000
2021
£’000
Cash flows from operating activities
(Loss)/profit before tax (256,646) 1,066,119
Adjustments
Losses/(gains) on investments held at fair value through profit or loss 5 253,694 (1,127,646)
Losses on derivative financial instruments 6 5,799 49,111
Proceeds of disposal on investments 2,822,328 3,089,314
Purchases of investments (2,618,737) (2,998,482)
Proceeds on disposal of derivative financial instruments 13 39,006 8,735
Purchases of derivative financial instruments 13 (47,194) (58,545)
(Increase)/decrease in receivables (64) 116
(Decrease)/increase in payables (355) 5,720
Overseas tax (2,124) (2,500)
Foreign exchange (gains)/losses 7 (17,535) 4,379
Net cash generated from operating activities 178,172 36,321
Cash flows from financing activities
Loans repaid 17 - (10,300)
Loans drawn 17 - 9,870
Ordinary shares repurchased into treasury (98,001) (17,051)
Issue of ordinary shares - 57,078
Net cash (used in)/generated from financing activities (98,001) 39,597
Net increase in cash and cash equivalents 80,171 75,918
Cash and cash equivalents at the beginning of the year 212,732 146,677
Effect of movement in foreign exchange rates on cash held 7 18,460 (9,863)
Cash and cash equivalents at the end of the year 15 311,363 212,732
Reconciliation of cash and cash equivalents to the Balance Sheet is as follows:
Notes
2022
£’000
2021
£’000
Cash held at bank and derivative clearing houses 15 219,403 162,479
BlackRock’s Institutional Cash Series plc
(US Treasury Fund), money market fund
15 91,960 50,253
Cash and cash equivalents at the end of the year 15 311,363 212,732
The notes on pages 110 to 131 form part of these Financial Statements
Cash Flow Statement
For the year ended 30 April 2022
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1 General Information
Polar Capital Technology Trust plc is a public limited company registered in England and Wales whose shares are traded on
the London Stock Exchange.
The principal activity of the Company is that of an investment trust company within the meaning of Section 1158/1159 of
the Corporation Tax Act 2010 and its investment approach is detailed in the Strategic Report.
The Company financial statements have been prepared and approved by the Directors in accordance with international
accounting standards in accordance with UK-adopted international accounting standards (“UK-adopted IAS”).
The Company’s presentational currency is Pounds Sterling. All figures are rounded to the nearest thousand pounds (£’000)
except as otherwise stated.
2 Accounting Policies
The principal accounting policies, which have been applied consistently for all years presented are set out below:
(A) Basis of Preparation
The Financial Statements have been prepared on a going concern basis under the historical cost convention, as modified
by the inclusion of investments and derivative financial instruments at fair value through profit or loss.
Where presentational guidance set out in the Statement of Recommended Practice (SORP) for investment trusts issued by
the Association of Investment Companies (AIC) in April 2021 is consistent with the requirements of UK-adopted IAS, the
Directors have sought to prepare the Financial Statements on a basis compliant with the recommendations of the SORP.
The financial position of the Company as at 30 April 2022 is shown in the balance sheet on page 108
. As at 30 April 2022
the Company’s total assets exceeded its total liabilities by a multiple of over 28. The assets of the Company consist
mainly of securities that are held in accordance with the Company’s Investment Policy, as set out on page 56 and these
securities are readily realisable. The Company has two, two-year fixed rate term loans with ING Bank N.V both of which
fall due for repayment on 30 September 2022. The Directors have considered a detailed assessment of the Company’s
ability to meet its liabilities as they fall due. The assessment took account of the Company’s current financial position,
its cash flows and its liquidity position. In addition to the assessment the Company carried out stress testing which used
a variety of falling parameters to demonstrate the effects in the Company’s share price and net asset value. In light of the
results of these tests, the Company’s cash balances, and the liquidity position, the Directors consider that the Company
has adequate financial resources to enable it to continue in operational existence for at least 12 months. Accordingly, the
Directors believe that it is appropriate to continue to adopt the going concern basis in preparing the Company’s Financial
Statements.
(B) Presentation of Statement of Comprehensive Income
In order to reflect better the activities of an investment trust company and in accordance with the guidance set out by
the AIC, supplementary information which analyses the Statement of Comprehensive Income between items of a revenue
and capital nature has been presented alongside the Statement of Comprehensive Income. The results presented in the
revenue return column is the measure the Directors believe appropriate in assessing the Company’s compliance with
certain requirements set out in section 1158 of the Corporation Taxes Act 2010.
(C) Income
Dividends receivable from equity shares are taken to the revenue return column of the Statement of Comprehensive
Income on an ex-dividend basis.
Special dividends are recognised on an ex-dividend basis and may be considered to be either revenue or capital items.
The facts and circumstances are considered on a case by case basis before a conclusion on appropriate allocation is
reached.
Notes to the Financial Statements
For the year ended 30 April 2022
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Where the Company has received dividends in the form of additional shares rather than in cash, the amount of the cash
dividend foregone is recognised in the revenue return column of the Statement of Comprehensive Income. Any excess in
value of shares received over the amount of the cash dividend foregone is recognised in the capital return column of the
Statement of Comprehensive Income.
Unfranked income includes the taxes deducted at source.
Bank interest, money market fund interest and other income receivable are accounted for on an accruals basis and is
recognised in the period in which it was earned.
Interest outstanding at the year end is calculated on a time apportioned basis using the market rates of interest.
(D) Expenses and Finance Costs
All expenses, including finance costs, are accounted for on an accruals basis.
All indirect expenses have been presented as revenue items per the non-allocation method except as follows:
any performance fees payable are allocated wholly to capital, reflecting the fact that, although they are calculated on a
total return basis, they are expected to be attributable largely, if not wholly, to capital performance.
transaction costs incurred on the acquisition or disposal of investments are expensed either as part of the unrealised
gain/loss on investments (for acquisition costs) or as a deduction from the proceeds of sale (for disposal costs).
Finance costs are calculated using the effective interest rate method and are accounted for on an accruals basis.
(E) Taxation
The tax expense represents the sum of the overseas withholding tax deducted from investment income, tax currently
payable and deferred tax.
The tax currently payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in
the Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible
in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is
calculated using tax rates that have been enacted or substantively enacted at the balance sheet date.
In line with the recommendations of the SORP, the allocation method used to calculate tax relief on expenses presented
against capital returns in the supplementary information in the Statement of Comprehensive Income is the ‘marginal
basis’. Under this basis, if taxable income is capable of being offset entirely by expenses presented in the revenue return
column of the Statement of Comprehensive Income, then no tax relief is transferred to the capital return column.
Deferred tax is the tax expected to be payable or recoverable on temporary differences between the carrying amounts
of assets and liabilities in the Financial Statements and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are recognised for all taxable
temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be utilised.
Investment trusts which have approval as such under section 1158 of the Corporation Tax Act 2010 are not liable for
taxation on capital gains.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no
longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is
realised based on tax rates that have been enacted or substantively enacted at the balance sheet date.
Deferred tax is charged or credited in the Statement of Comprehensive Income, except when it relates to items charged or
credited directly to equity, in which case the deferred tax is also dealt with in equity.
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Notes to the Financial Statements continued
(F) Investments Held at Fair Value Through Profit or loss
When a purchase or sale is made under contract, the terms of which require delivery within the timeframe of the relevant
market, the investments concerned are recognised or derecognised on the trade date and are initially measured at fair value.
On initial recognition the Company has designated all of its investments as held at fair value through profit or loss as defined
by UK-adopted IAS.
All investments are measured at subsequent reporting dates at fair value, which is either the bid price or the last traded price,
depending on the convention of the exchange on which the investment is quoted. Investments in unit trusts or OEICs are
valued at the closing price, the bid price or the single price as appropriate, as released by the relevant investment manager.
Fair values for unquoted investments, or for investments for which there is only an inactive market, are established by using
various valuation techniques. These may include recent arms length market transactions, the current fair value of another
instrument that is substantially the same, discounted cash flow analysis and option pricing models. Where there is a valuation
technique commonly used by market participants to price the instrument and that technique has been demonstrated to
provide reliable estimates of prices obtained in actual market transactions, that technique is utilised. Where no reliable fair
value can be estimated for such instruments, they are carried at cost, subject to any provision for impairment.
Changes in fair value of all investments held at fair value and realised gains and losses on disposal are recognised in the
capital return column of the Statement of Comprehensive Income.
(G) Receivables
Receivables are initially recognised at fair value and subsequently measured at amortised cost. Receivables do not carry
any interest and are short-term in nature and are accordingly stated at their nominal value (amortised cost) as reduced by
appropriate allowances for estimated irrecoverable amounts.
(H) Cash and Cash Equivalents
Cash comprises cash on hand and demand deposits. Cash equivalents are short-term maturity of three months or less,
highly liquid investments that are readily convertible to known amounts of cash.
The Company’s investment in BlackRock’s Institutional Cash Series plc – US Treasury Fund of £91,960,000 (2021:
£50,253,000) is managed as part of the Company’s cash and cash equivalents as defined under IAS 7.
In the Balance Sheet bank overdrafts are shown within current liabilities.
(I) Payables
Payables are initially recognised at fair value and subsequently measured at amortised cost. Payables are not interest-
bearing and are stated at their nominal value (amortised cost).
(J) Bank Loans
Interest bearing bank loans are initially recognised at cost, being the proceeds received net of direct issue costs, and
subsequently at amortised cost. The amounts falling due for repayment within one year are included under current
liabilities in the Balance Sheet.
(K) Derivative Financial Instruments
The Company’s activities expose it primarily to the financial risks of changes in market prices, foreign currency exchange
rates and interest rates. Derivative transactions which the Company may enter into comprise forward exchange contracts,
the purpose of which is to manage the currency risks arising from the Company’s investing activities, quoted options on
shares held within the portfolio, or on indices appropriate to sections of the portfolio, the purpose of which is to provide
additional capital return.
The use of financial derivatives is governed by the Company’s policies as approved by the Board, which has set written
principles for the use of financial derivatives.
A derivative instrument is considered to be used for hedging purposes when it alters the market risk profile of an existing
underlying exposure of the Company. The use of financial derivatives by the Company does not qualify for hedge
accounting under UK-adopted IAS. As a result, changes in the fair value of derivative instruments are recognised in the
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Statement of Comprehensive Income as they arise. If capital in nature, associated change in value is presented in the
capital return column of the Statement of Comprehensive Income.
(L) Rates of Exchange
Transactions in foreign currencies are translated into Sterling at the rate of exchange ruling on the date of each
transaction. Monetary assets, monetary liabilities and equity investments in foreign currencies at the balance sheet date
are translated into Sterling at the rates of exchange ruling on that date. Realised profits or losses on exchange, together
with differences arising on the translation of foreign currency assets or liabilities, are taken to the capital return column of
the Statement of Comprehensive Income.
Foreign exchange gains and losses arising on investments held at fair value are included within changes in fair value.
(M) Share Capital
Represents the nominal value of authorised and allocated, called-up and fully paid shares issued.
(N) Capital Reserves
Capital reserves - gains/losses on disposal includes:
gains/losses on disposal of investments
exchange differences on currency balances and on settlement of loan balances
cost of own shares bought back
other capital charges and credits charged to this account in accordance with the accounting policies above
Capital reserve – revaluation on investments held includes:
increases and decreases in the valuation of investments and loans held at the year end.
All of the above are accounted for in the Statement of Comprehensive Income except the cost of own shares bought back
or issued which are accounted for in the Statement of Changes in Equity.
(O) Repurchase of Ordinary Shares (including those held in treasury)
Where applicable, the costs of repurchasing ordinary shares including related stamp duty and transaction costs are taken
directly to equity and reported through the Statement of Changes in Equity as a charge on the capital reserve. Share
repurchase transactions are accounted for on a trade date basis.
The nominal value of ordinary share capital repurchased and cancelled is transferred out of called up share capital and into
the capital redemption reserve.
Where shares are repurchased and held in treasury, the transfer to capital redemption reserve is made if and when such
shares are subsequently cancelled.
(P) Share issue costs
Costs incurred directly in relation to the issue of new shares together with additional share listing costs have been
deducted from the share premium reserve.
(Q) Segmental Reporting
Under IFRS 8, ‘Operating Segments’, operating segments are considered to be the components of an entity about which
separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding
how to allocate resources and in assessing performance. The chief operating decision maker has been identified as the
Manager (with oversight from the Board).
The Board is of the opinion that the Company is engaged in a single segment of business, namely by investing in a
diversified portfolio of technology companies from around the world in accordance with the Company’s Investment
Objective, and consequently no segmental analysis is provided.
In line with IFRS 8, additional disclosure by geographical segment has been provided in Note 26.
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Notes to the Financial Statements continued
Further analyses of expenses, investment gains or losses, profit and other assets and liabilities by country have not been
given as either it is not possible to prepare such information in a meaningful way or the results are not considered to be
significant.
(R) Key Estimates and Assumptions
Estimates and assumptions used in preparing the Financial Statements are reviewed on an ongoing basis and are based on
historical experience and various other factors that are believed to be reasonable under the circumstances. The results of
these estimates and assumptions form the basis of making judgements about carrying values of assets and liabilities that
are not readily apparent from other sources.
The majority of the Company’s investments are in US Dollars, the level of which varies from time to time. The Board
considers the functional currency to be Sterling. In arriving at this conclusion the Board considered that Sterling is most
relevant to the majority of the Company’s Shareholders and creditors and the currency in which the majority of the
Company’s operating expenses are paid.
The only estimates and assumptions that may cause material adjustment to the carrying value of assets and liabilities
relate to the valuation of unquoted investments and investments for which there is an inactive market. These are valued in
accordance with the techniques set out in Note 2(f). At the year end, there were no unquoted investments (2021: same).
(S) New and revised accounting Standards
There were no new IFRSs or amendments to IFRSs applicable to the current year which had any significant impact on the
Company’s Financial Statements.
i) The following new or amended standards became effective for the current annual reporting period and the adoption
of the standards and interpretations have not had a material impact on the Financial Statements of the Company.
Standards & Interpretations
Effective for periods commencing on
or after
IFRS 9, IAS 39, IFRS 7, IFRS
16 and IFRS 4: Interest Rate
Benchmark Reform – phase 2
(amended)
IBOR Reform - Phase 2 addresses issues that might affect
financial reporting during the reform of an interest rate
benchmark, including the effects of changes to contractual
cash flows or hedging relationships arising from the
replacement of an interest rate benchmark with an
alternative benchmark rate.
The Phase 2 amendments apply only to changes required
by the interest rate benchmark reform to financial
instruments and hedging relationships.
1 January 2021
ii) At the date of authorisation of the Company’s financial statements, there were no relevant standards that potentially
impact the Company are in issue but are not yet effective and have not been applied in the financial statements.
The Directors expect that the adoption of the standards listed above will have either no impact or that any impact will not be
material on the Financial Statements of the Company in future periods.
3 Investment income
Year ended
30 April 2022
£’000
Year ended
30 April 2021
£’000
Revenue:
Overseas Dividend income 15,870 18,156
15,870 18,156
All investment income is derived from listed investments.
Included within income from investments is £172,000 (2021: £3,229,000) of special dividends classified as revenue in
nature in accordance with note 2 (c). No special dividends have been recognised in capital (2021: nil).
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4 Other operating income
Year ended
30 April 2022
£’000
Year ended
30 April 2021
£’000
Bank interest 4 1
Money market fund interest 27 7
31 8
5 (Losses)/gains on investments held at fair value
Year ended
30 April 2022
£’000
Year ended
30 April 2021
£’000
Net gains on disposal of investments at historic cost 232,360 736,118
Transfer on disposal of investments (353,508) (255,764)
(Losses)/gains on disposal of investments based on carrying value at previous balance sheet date (121,148) 480,354
Valuation (losses)/gains on investments held during the year (132,546) 647,292
(253,694) 1,127,646
6 Losses on Derivatives
Year ended
30 April 2022
£’000
Year ended
30 April 2021
£’000
Losses on disposal of derivatives held (10,212) (60,474)
Gains on revaluation of derivatives held 4,413 11,363
(5,799) (49,111)
The derivative financial instruments represent the call and put options, which are used for the purpose of efficient
portfolio management. As at 30 April 2022, the Company held NASDAQ 100 Stock Index put option and the market
value of these open put option position was £6,431,000 (2021: NASDAQ 100 Stock Index put options with a market
value of £2,793,000). The Company also held Apple Inc. call options and the market value of these open call option
position was £48,000 (2021: Apple Inc. call options with a market value of £1,297,000).
7 Other currency gains/(losses)
Year ended
30 April 2022
£’000
Year ended
30 April 2021
£’000
Exchange gains/(losses) on currency balances 18,460 (9,863)
Exchange losses on settlement of loan balances - (3,517)
Exchange (losses)/gains on translation of loan balances (925) 9,001
17,535 (4,379)
8 Investment management and performance fee
Year ended
30 April 2022
£’000
Year ended
30 April 2021
£’000
Investment management fee paid to Polar Capital (charged wholly to revenue) 28,281 24,134
Performance fee paid to Polar Capital (charged wholly to capital) - -
There was no performance fee payable in respect of the year nor outstanding at the year end (2021: same).
The basis for calculating the investment management and performance fees are set out in the Strategic Report on pages
60 and 61 and details of all amounts payable to the Manager are given in Note 24 on page 123.
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Notes to the Financial Statements continued
Although the net asset value reduced in absolute terms towards the end of the financial year, on average it had increased
during the year under review when compared to the prior year, hence an increase in management fee was incurred during
the year.
A new investment management fee arrangement was agreed with the Manager and announced on 12 January 2022. The
revised arrangement reduced rates of the base management fee and simplified the structure of the base fee to three tiers.
Details of the investment management agreement are disclosed in the Strategic Report on pages 60 and 61.
9 Other administrative expenses
Year ended
30 April 2022
£’000
Year ended
30 April 2021
£’000
Directors’ fees
1
and expenses 229 182
National Insurance Contributions 24 18
Depositary fee
2
233 220
Registrar fee
3
51 43
Custody and other bank charges
4
358 327
UKLA and LSE listing fees
5
190 124
Legal & professional fees and other financial services 4 11
AIC fees 21 21
Auditors’ remuneration - for audit of the financial statements
6
45 44
Directors’ and officers’ liability insurance 23 12
AGM expenses
7
31 10
Corporate brokers’ fee
8
- 37
Marketing expenses
9
25 -
Shareholder communications 57 57
Other expenses
10
44 (35)
1,335 1,071
1 Full disclosure is given in the Directors’ Remuneration Report on page 92.
2 Depositary fee is based on the value of the net assets. The daily average net asset value increased by 14.6% during the current financial year compared to
the previous year.
3 2022 includes additional cost in relation to processing of Treasury shares.
4 Custody fees are based on the value of the assets and geographical activity and determined on the pre-approved rate card with HSBC.
5 Fees are based on the market capitalisation of the Company which increased over the last invoice period.
6 The base audit fee for the statutory audit was £45,000 (2021: £40,000k plus an overrun fee of £3,500 for the 2020 financial year which was recognised
in 2021). Overrun fees incurred in the completion of the 2021 audit and during the financial year 2022, £12,000 and £10,000 respectively. The company
recharged these to the Investment Manager given the nature of the additional audit work undertaken.
7 Includes additional costs in relation to hybrid AGM and 2021 Haberdasher’ Hall AGM cancellation due to COVID restrictions in place.
8 2021/2022 annual fee was offset by the commission credit on shares repurchases.
9 Bespoke promotional marketing cost of £25,000 in Q1 2022. The first £100,000 was absorbed by the Investment Manager.
10 Includes Non-executive Directors search fee and external third party Board evaluation cost.
10 Finance costs
Year ended
30 April 2022
£’000
Year ended
30 April 2021
£’000
Interest on loans and overdrafts 973 910
Loan arrangement and facility fees - 86
973 996
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11 Taxation
(a) Analysis of tax charge for the year:
Year ended
30 April 2022
£’000
Year ended
30 April 2021
£’000
Overseas tax
2,000 2,432
Total tax for the year (see Note 11b) 2,000 2,432
(b) Factors affecting tax charge for the year:
The charge for the year can be reconciled to the (loss)/profit per the Statement of Comprehensive Income as follows:
(Loss)/profit before tax (256,646) 1,066,119
Tax at the UK corporation tax rate of 19% (48,763) 202,563
Tax effect of non-taxable dividends (3,015) (3,450)
Tax effect of losses/(gains) on investments that are not taxable 45,972 (204,090)
Unrelieved current year expenses and deficits 5,806 4,977
Overseas tax suffered 2,000 2,432
Total tax for the year (see Note 11a) 2,000
2,432
(c) Factors that may affect future tax charges:
There is an unrecognised deferred tax asset comprising:
Unrelieved management expenses 61,780 41,326
Non-trading loan relationship deficits 1,807 1,194
63,587 42,520
The deferred tax asset is based on a prospective corporation tax rate of 25% (2021: 19%).
It was substantively enacted on 24 May 2021 that the rate of UK corporation tax will increase from 19% to 25% from
1 April 2023. Therefore, the unrecognised deferred tax asset of £63,587,000 on 30 April 2022 has been calculated using
a corporation tax rate of 25%.
It is unlikely that the Company will generate sufficient taxable profits in the future to utilise these expenses and deficits
and therefore no deferred tax asset has been recognised.
Due to the Company’s tax status as an investment trust and the intention to continue meeting the conditions required to
maintain approval of such status in the foreseeable future, the Company has not provided tax on any capital gains arising
on the revaluation or disposal of investments held by the Company.
12 (Losses)/earnings per ordinary share
Year ended 30 April 2022 Year ended 30 April 2021
Revenue
return
Capital
return
Total
return
Revenue
return
Capital
return
Total
return
The calculation of basic earnings per share is
based on the following data:
Net (loss)/profit for the year (£’000) (16,688) (241,958) (258,646) (10,469) 1,074,156 1,063,687
Weighted average ordinary shares in issue
during the year
134,984,460 134,984,460 134,984,460 136,938,993 136,938,993 136,938,993
From continuing operations
Basic and diluted - ordinary shares (pence) (12.36) (179.25) (191.61) (7.65) 784.40 776.75
As at 30 April 2022 there are no potentially dilutive shares in issue and the earnings per share therefore equate to those
shown above (2021: there was no dilution).
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Notes to the Financial Statements continued
13 Investments held at fair value through profit or loss
(i) Investments held at fair value through profit or loss
Year ended
30 April 2022
£’000
Year ended
30 April 2021
£’000
Opening book cost 2,199,334 1,566,135
Opening investment holding gains 1,043,700 652,172
Opening fair value 3,243,034 2,218,307
Analysis of transactions made during the year
Purchases at cost 2,639,004 2,978,969
Sales proceeds received (2,817,264) (3,081,888)
(Losses)/gains on investments held at fair value (253,694) 1,127,646
Closing fair value 2,811,080 3,243,034
Closing book cost 2,253,434 2,199,334
Closing investment holding gains 557,646 1,043,700
Closing fair value 2,811,080 3,243,034
Of which:
Listed on a recognised Stock Exchange 2,811,080 3,243,034
The Company received £2,817,264,000 (2021: £3,081,888,000) from disposal of investments in the year. The book
cost of these investments when they were purchased were £2,584,904,000 (2021: £2,345,770,000). 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.
Included in additions at cost are purchase costs of £1,005,000 (2021: £1,345,000). Included in proceeds of disposals are
sales costs of £1,182,000 (2021: £1,522,000). These costs primarily comprise commission.
(ii) Changes in derivative financial instruments
Year ended
30 April 2022
£’000
Year ended
30 April 2021
£’000
Valuation at 1 May 4,090 3,391
Additions at cost 47,194 58,545
Proceeds of disposal (39,006) (8,735)
Losses on disposal (10,212) (60,474)
Valuation gains 4,413 11,363
Valuation at 30 April 6,479 4,090
(iii) Classification under Fair Value Hierarchy:
The table below sets out the fair value measurements using the IFRS 7 fair value hierarchy. Categorisation within the
hierarchy has been determined on the basis of the lowest level of input that is significant to the fair value measurement of
the relevant asset as follows:
Level 1 - valued using quoted prices in active markets for identical assets.
Level 2 - valued by reference to valuation techniques using observable inputs other than quoted prices included within
Level 1.
Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data.
The valuation techniques used by the company are explained in the accounting policies note on page 112.
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There have been no transfers during the year between Levels 1 and 2. A reconciliation of fair value measurements in
Level 3 is set out below.
Year ended
30 April 2022
£’000
Year ended
30 April 2021
£’000
Equity Investments and derivative financial instruments
Level 1 2,817,559 3,247,124
Level 2 - -
Level 3 - -
2,817,559 3,247,124
Year ended
30 April 2022
£’000
Year ended
30 April 2021
£’000
Level 3 investments at fair value through profit or loss
Opening balance - 52
Distribution proceeds - (104)
Total gains included in the Statement of Comprehensive Income – on assets held
at the year end
- 52
Closing balance - -
(iv) Unquoted investments
As at 30 April 2022, the portfolio comprised no unquoted investment (30 April 2021: same).
Herald Ventures Limited Partnership made its final distribution of £104,000 in the previous year.
Level 3 investments are recognised at fair value through profit & loss on a recurring basis.
14 Receivables
30 April 2022
£’000
30 April 2021
£’000
Sales for future settlement 29,315 34,379
Prepayments and accrued income 1,741 1,682
VAT recoverable 40 35
31,096 36,096
The carrying values of other receivables approximate their fair value.
15 Cash and cash equivalents
30 April 2022
£’000
30 April 2021
£’000
Cash at bank 211,940 165,952
Cash held at derivative clearing houses 7,463 -
Money market funds 91,960 50,253
Cash and cash equivalents 311,363 216,205
Bank overdraft - (3,473)
311,363 212,732
As at 30 April 2022, the Company held BlackRock’s Institutional Cash Series plc – US Treasury Fund with a market value
of £91,960,000 (30 April 2021: £50,253,000), which is managed as part of the Company’s cash and cash equivalents as
defined under IAS 7.
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Notes to the Financial Statements continued
16 Payables
30 April 2022
£’000
30 April 2021
£’000
Purchases for future settlement 49,419 29,152
Repurchase of ordinary shares awaiting settlement 1,131 -
Accruals 6,734 7,089
57,284 36,241
The carrying values of other payables approximate their fair value.
17 Bank loans
(i) Bank loans
30 April 2022
£’000
30 April 2021
£’000
The Company has the following unsecured Japanese Yen and US Dollar loans:
JPN¥3,800m at a rate of 0.9% repayable 30 September 2022 23,361 25,109
US$36m at a rate of 1.335% repayable 30 September 2022 28,674 26,001
52,035 51,110
The bank loans held at the year end are a Japanese Yen 3.8 billion and a US Dollar 36 million two-year fixed rate term
loan with ING Bank N.V. The loans are unsecured but are subject to certain undertakings and restrictions, all of which
have been complied with during the year. The carrying value of the loans approximates at their fair value. These loans are
repayable on 30 September 2022.
The main covenants relating to the above loans are:
(i) Total borrowings shall not exceed 30% of the Company’s net asset value
(ii) The Company’s minimum net asset value shall be £400 million
(iii) The Company shall not change the Investment Manager without prior written consent of the lenders.
(ii) Reconciliation of bank loans
30 April 2022
£’000
30 April 2021
£’000
Bank loans held as at 30 April 2021 51,110 57,024
Term loan repaid under October 2018 facility - (10,300)
Term loan of JPN¥5,200m and US$23.3m under October 2018 facility expired in October 2020 - (46,064)
Term loan drawn under September 2020 facility - 9,870
Term loan of JPN¥3,800m and US$36m under September 2020 facility due to expire in
September 2022
- 46,064
Exchange losses on settlement of loan balances - 3,517
Effect of changes in foreign exchange rates on bank loans held 925 (9,001)
Bank loans held as at 30 April 2022 52,035 51,110
The movement in the liability arising from the bank loans due to changes in foreign exchange rates is a non-cash
movement and is included in the Statement of Comprehensive Income within ‘Other currency gains/(losses)’.
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18 Share capital
30 April 2022
£’000
30 April 2021
£’000
Allotted, Called up and Fully paid:
Ordinary shares of 25p each
Opening balance of 136,544,764 (30 April 2021: 134,566,000) 34,136 33,641
Issue of nil (30 April 2021: 2,749,000) ordinary shares - 688
Repurchase of 4,188,338 (30 April 2021: 770,236) ordinary shares into treasury (1,047) (193)
Allotted, called up and fully paid: 132,356,426 (30 April 2021: 136,544,764)
ordinary shares of 25p
33,089 34,136
4,958,574 (2021: 770,236) ordinary shares held in treasury 1,240 193
At 30 April 2022 34,329 34,329
During the year, there were no ordinary shares issued (2021: 2,749,000 ordinary shares were issued, with nominal value
of £688,000 for a net consideration received of £53,715,000). A total of 4,188,338 (2021:770,236) ordinary shares were
repurchased into treasury at a cost of £98,639,000 (2021: £16,966,000).
Subsequent to the year end, and to 15 July 2022 (latest practicable date), 1,475,096 ordinary shares were repurchased
into treasury at an average price of 1,899.35p per share.
19 Capital redemption reserve
30 April 2022
£’000
30 April 2021
£’000
As at 1 May 2021 12,802 12,802
As at 30 April 2022 12,802 12,802
The Capital Redemption Reserve represents the nominal value of shares repurchased and cancelled.
This reserve is not distributable.
20 Share premium
30 April 2022
£’000
30 April 2021
£’000
As at 1 May 2021 223,374 170,532
Issue of nil (30 April 2021: 2,749,000) ordinary shares - 52,842
As at 30 April 2022 223,374 223,374
The share premium arises from excess of consideration received on the issue of the shares over the nominal value.
This reserve is not distributable.
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Notes to the Financial Statements continued
21 Special non-distributable reserve
30 April 2022
£’000
30 April 2021
£’000
As at 1 May 2021 7,536 7,536
As at 30 April 2022 7,536 7,536
The special non-distributable reserve arose from the exercise of warrants which were issued by the Company at launch in
1996. The final warrant conversion was exercised in 2005.
This reserve is not distributable.
22 Capital reserves
Capital*
reserve -
gains/losses
on disposal
30 April 2022
£’000
Capital**
reserve -
revaluation
30 April 2022
£’000
Total
capital
reserves
30 April 2022
£’000
Capital
reserve -
gains/losses
on disposal
30 April 2021
£’000
Capital
reserve -
revaluation
30 April 2021
£’000
Total
capital
reserves
30 April 2021
£’000
As at 1 May 2021 2,198,239 1,042,594 3,240,833 1,553,026 630,702 2,183,728
Net (losses)/gains on disposal of investments (121,148) - (121,148) 480,354 - 480,354
Transfer on disposal of investments 353,508 (353,508) - 255,764 (255,764) -
Valuation (losses)/gains on investments held
during the year
- (132,546) (132,546) - 647,292 647,292
Net (losses)/gains on derivative contracts (10,212) 4,413 (5,799) (60,474) 11,363 (49,111)
Exchange gains/(losses) on currency balances 18,460 - 18,460 (9,863) - (9,863)
Exchange losses on settlement of loan
balances
- - - (3,517) - (3,517)
Exchange (losses)/gains on translation of loan
balances
- (925) (925) - 9,001 9,001
Ordinary shares repurchased into treasury (98,639) - (98,639) (16,966) - (16,966)
Stamp duty on ordinary shares repurchased
into treasury
(493) - (493) (85) - (85)
As at 30 April 2022 2,339,715 560,028 2,899,743 2,198,239 1,042,594 3,240,833
* These are realised distributable capital reserves which may be used to repurchase the Company’s shares or be distributed as dividends.
** This reserve comprises holdings gains on investments (which maybe deemed to be realised) and other amounts, which are unrealised. An analysis has not
been made between the amounts that are realised (and maybe distributed or used to repurchase the Company’s shares) and those that are unrealised.
23 Revenue reserve
30 April 2022
£’000
30 April 2021
£’000
As at 1 May 2021 (110,111) (99,642)
Loss for the year to 30 April (16,688) (10,469)
As at 30 April 2022 (126,799) (110,111)
The revenue reserve may be distributed or used to repurchase the Company’s shares (subject to being a positive balance).
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24 Transactions with the Manager and related party transactions
(a) Transactions with the Manager
Under the terms of an agreement dated 9 February 2001 the Company has appointed Polar Capital LLP (“Polar Capital”)
to provide investment management, accounting, secretarial and administrative services. Details of the fee arrangement
for these services are given in the Strategic Report. The total management fees, paid under this agreement to Polar
Capital in respect of the year ended 30 April 2022 were £28,281,000 (2021: £24,134,000) of which £6,374,000 (2021:
£6,844,000) was outstanding at the year end.
There was no performance fee payable in respect of the year nor outstanding at the year end (2021: same).
In addition, with effect from 1 May 2019, the research costs and the first £100,000 of marketing costs are borne by the
Manager.
The overrun audit fees of £12,000 and £10,000 were incurred by the Company in the completion of the 2021 audit and
during the financial year ended 2022 and were recharged to the Investment Manager given the nature of the additional
audit work undertaken. See note 9 and the Audit Committee Report on page 91 for more details.
A new investment management agreement was put in place with the Manager and announced on 12 January 2022 which
took effect on 1 May 2022. The revised fee arrangement agreed lower rates of the management base fee and simplified
the structure of the base fee to three tiers and is calculated on the daily net asset value; The Manager also agreed to
increase the contribution to the marketing costs payable by the Company to the first £200,000 per annum. Details of the
revised terms of the investment management agreement are provided in the Strategic Report on pages 60 and 61.
(b) Related party transactions
The compensation payable to key management personnel in respect of short term employee benefits is £229,000
(2021: £182,000) which comprises £229,000 (2021: £182,000) paid by the Company to the Directors.
Refer to pages 92 to 97 for the Directors’ Remuneration Report including Directors’ shareholdings and movements within
the year.
25 Net asset value per ordinary share
Net asset value per share
30 April 2022 30 April 2021
Undiluted:
Net assets attributable to ordinary Shareholders (£’000) 3,050,985 3,408,763
Ordinary shares in issue at end of year 132,356,426 136,544,764
Net asset value per ordinary share (pence) 2305.13 2496.44
As at 30 April 2022, there were no potentially dilutive shares in issue (2021: there was no dilution)
26 Segmental reporting
Geographical segments
Since the Company does not have external customers an analysis of the Company’s investments held at 30 April 2022 by
geographical segment and the related investment income earned during the year to 30 April 2022 is noted below:
30 April 2022
Value of
investments
£’000
Year ended
30 April 2022
Gross
income
£’000
30 April 2021
Value of
investments
£’000
Year ended
30 April 2021
Gross
income
£’000
North America 2,260,033 6,945 2,388,352 8,103
Europe 91,450 2,171 242,301 896
Asia Pacific (inc. Middle East) 459,597 6,754 612,381 9,157
Total 2,811,080 15,870 3,243,034 18,156
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Notes to the Financial Statements continued
27 Derivatives and other financial instruments
Risk management policies and procedures
The Company invests in equities and other financial instruments for the long term to further the Investment Objective set
out on page 56. This exposes the Company to a range of financial risks that could impact on the assets or performance of
the Company.
The main risks arising from the Company’s pursuit of its Investment Objective are market risk, liquidity risk, credit risk and
gearing risk and the Directors’ approach to the management of them is set out below. The risks have remained unchanged
since the beginning of the year to which the financial statements relate.
The Company’s exposure to financial instruments comprise:
- Equity and non-equity shares which are held in the investment portfolio in accordance with the Company’s Investment
Objective.
- Term loans and bank overdrafts, the main purpose of which is to raise finance for the Company’s operations.
- Cash, money market funds, liquid resources and short-term receivables and payables that arise directly from the
Company’s operations.
- Derivative transactions which the Company enters into may include equity or index options, index future contracts,
forward foreign exchange contracts and interest rate swaps.
The purpose of these is to manage the market price risks, foreign exchange risks and interest rate risks arising from the
Company’s investment activities.
The overall management of the risks is determined by the Board and its approach to each risk identified is set out below.
The Board and the Investment Manager co-ordinate the risk management and the Investment Manager assesses the
exposure to market risk when making each investment decision.
(a) Market Risk
Market risk comprises three types of risk: market price risk (see Note 27(a)(i)), currency risk (see Note 27(a)(ii)), and interest
rate risk (see Note 27(a)(iii)).
(i) Market Price Risk
The Company is an investment company and as such its performance is dependent on the valuation of its investments.
Consequently, market price risk is the most significant risk that the Company faces.
Market price risk arises mainly from uncertainty about future prices of financial instruments used in the Company’s
operations. It represents the potential loss the Company might suffer through holding market positions in the face of price
movements.
A detailed breakdown of the investment portfolio is given on pages 32 to 39. Investments are valued in accordance with
the Company’s accounting policies as stated in Note 2(f).
At the year end, the Company’s portfolio included derivative instruments of £6,479,000 (2021: £4,090,000).
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Management of the risk
In order to manage this risk, it is the Board’s policy to hold an appropriate spread of investments in the portfolio in order
to reduce both the statistical risk and the risk arising from factors specific to a particular technology sector. The allocation
of assets to international markets, together with stock selection covering small, medium and large companies, and the use
of index options, are other factors which act to reduce price risk. The Investment Manager actively monitors market prices
throughout the year and reports to the Board which meets regularly in order to consider investment strategy.
Market price risk exposure
The Company’s exposure to changes in market prices at 30 April on its quoted investments was as follows:
30 April 2022
£’000
30 April 2021
£’000
Non-current asset investments at fair value through profit or loss 2,811,080 3,243,034
Derivative financial instruments at fair value through profit or loss 6,479 4,090
2,817,559 3,247,124
An analysis of the Company’s portfolio is shown on pages 32 to 35.
Market price risk sensitivity
The following table illustrates the sensitivity of the return after taxation for the year and the value of Shareholders’ funds
to an increase or decrease of 20% (2021: 15%) in the fair values of the Company’s investments. This level of change is
considered to be reasonably possible based on observation of current market conditions and historic trends. The sensitivity
analysis is based on the Company’s investments at each balance sheet date, with all other variables held constant.
30 April 2022 30 April 2021
Increase in
fair value
£’000
Decrease in
fair value
£’000
Increase in
fair value
£’000
Decrease in
fair value
£’000
Revenue return (3,945) 3,945 (3,409) 3,409
Capital return 563,512 (563,512) 487,069 (487,069)
Change to the profit after tax for the year 559,567 (559,567) 483,660 (483,660)
Change to Shareholders’ funds 559,567 (559,567) 483,660 (483,660)
Change to NAV per share (pence) 422.77 (422.77) 354.21 (354.21)
(ii) Currency Risk
The Company’s total return and net assets can be significantly affected by currency translation movements as the majority
of the Company’s assets and revenue are denominated in currencies other than Sterling.
Management of the risk
The Investment Manager mitigates the individual currency risks through the international spread of investments and may
make use of forward foreign exchange contracts. Borrowings in foreign currencies are entered into to manage the asset
exposure to those currencies, which vary according to the asset allocation.
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Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
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Notes to the Financial Statements continued
Foreign currency exposure
The table below shows, by currency, the split of the Company’s non-Sterling monetary assets, liabilities and investments
that are priced in currencies other than Sterling.
30 April 2022
£’000
30 April 2021
£’000
Monetary Assets:
Cash and short term receivables
US Dollars 218,119 130,603
Euros 57,761 16,296
Japanese Yen 32,928 35,360
Swiss Franc 12,879 6,816
Hong Kong Dollars 8,035 26,416
Swedish Krona 1,703 -
Taiwan Dollars 923 317
Korean Won 375 435
Norwegian Krone 222 -
Polish Zloty 5 -
Monetary Liabilities:
Payables
US Dollars (43,678) (29,178)
Euros (3,105) (5)
Taiwan Dollars (2,709) -
Japanese Yen (16) (18)
Swiss Franc (7) -
Bank Loans:
US Dollars (28,674) (26,001)
Japanese Yen (23,361) (25,109)
Foreign currency exposure on net monetary items 231,400 135,932
Non-Monetary Items:
Investments at fair value through profit or loss that are equities
US Dollars 2,322,762 2,546,974
Taiwan Dollars 124,760 125,518
Japanese Yen 104,636 159,764
Korean Won 88,449 124,568
Euros 73,137 177,166
Hong Kong Dollars 66,960 85,747
Canadian Dollars 9,169 3,593
Swiss Franc 3,309 -
Swedish Kroner 2,181 4,140
Investments at fair value through profit or loss that are derivatives
US Dollars 6,479 4,090
Total net foreign currency exposure 3,033,242 3,367,492
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Foreign currency exchange rate movement
During the financial year Sterling depreciated by 9.3% (2021: appreciated by 9.8%) against the US Dollar, appreciated by
7.5% (2021: appreciated by 12.2%) against the Japanese Yen, appreciated by 3.5% (2021: depreciated by 0.1%) against
the Euro, depreciated by 8.4% (2021: appreciated by 10.0%) against the Hong Kong Dollar, appreciated by 2.4% (2021:
appreciated by 0.2%) against the Korean Won and depreciated by 4.3% (2021: appreciated by 3.1%) against the Taiwan
Dollar.
Foreign currency sensitivity
The following table illustrates the sensitivity of the loss after tax for the year and the value of Shareholders’ funds in regard
to the financial assets and financial liabilities and the exchange rates for the six major currencies noted under foreign
currency exposure, £/US Dollar, £/Euro, £/Japanese Yen, £/Hong Kong Dollar, £/Korean Won and £/Taiwan Dollar.
Based on the year end position, if Sterling had depreciated, by a further 10% (2021: 10%), against the currencies shown,
this would have the following effect:
30 April 2022
£’000
US Dollar Euro
Japanese
Yen
Hong Kong
Dollar
Korean
Won
Taiwan
Dollar
Statement of Comprehensive Income -
profit/loss after tax
Revenue return 746 87 355 21 209 285
Capital return 274,996 14,179 12,552 8,333 9,828 13,664
Change to the profit/loss after tax for the year 275,742 14,266 12,907 8,354 10,037 13,949
Change to Shareholders’ funds 275,742 14,266 12,907 8,354 10,037 13,949
30 April 2021
£’000
US Dollar Euro
Japanese
Yen
Hong Kong
Dollar
Korean
Won
Taiwan
Dollar
Statement of Comprehensive Income –
profit/loss after tax
Revenue return 671 104 277 22 245 189
Capital return 291,821 21,480 18,772 12,463 13,841 13,982
Change to the profit/loss after tax for the year 292,492 21,584 19,049 12,485 14,086 14,171
Change to Shareholders’ funds 292,492 21,584 19,049 12,485 14,086 14,171
Based on the year end position, if Sterling had appreciated, by a further 10% (2021: 10%), against the currencies shown,
this would have the following effect:
30 April 2022
£’000
US Dollar Euro
Japanese
Yen
Hong Kong
Dollar
Korean
Won
Taiwan
Dollar
Statement of Comprehensive Income -
profit/loss after tax
Revenue return (610) (71) (290) (17) (171) (233)
Capital return (224,997) (11,601) (10,270) (6,818) (8,041) (11,179)
Change to the profit/loss after tax for the year (225,607) (11,672) (10,560) (6,835) (8,212) (11,412)
Change to Shareholders’ funds (225,607) (11,672) (10,560) (6,835) (8,212) (11,412)
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Notes to the Financial Statements continued
30 April 2021
£’000
US Dollar Euro
Japanese
Yen
Hong Kong
Dollar
Korean
Won
Taiwan
Dollar
Statement of Comprehensive Income -
profit/loss after tax
Revenue return (549) (85) (227) (18) (200) (155)
Capital return (238,763) (17,575) (15,359) (10,197) (11,324) (11,440)
Change to the profit/loss after tax for the year (239,312) (17,660) (15,586) (10,215) (11,524) (11,595)
Change to Shareholders’ funds (239,312) (17,660) (15,586) (10,215) (11,524) (11,595)
In the opinion of the Directors, neither of the above sensitivity analyses are representative of the year as a whole since
the level of exposure changes frequently as part of the currency risk management process used to meet the Company’s
objectives.
(iii) Interest Rate Risk
Interest rate changes may affect the income received from cash at bank and interest payable on borrowings.
All cash balances earn interest at a variable rate.
The Company has additional exposure to interest rate risk in relation to its holdings in the money market funds and receive
interests income at a variable rate.
The Company finances its operations through its term loans as well as bank overdrafts and any retained gains arising from
operations.
The Company uses borrowings in the desired currencies at both fixed and floating rates of interest to both generate the
desired interest rate profile and manage the exposure to interest rate fluctuations.
The Company’s Japanese Yen and US Dollar two-year term loans carry a fixed rate of interest and therefore do not give
rise to any interest rate risk.
Management of the risk
The Board imposes borrowing limits to ensure gearing levels are appropriate to market conditions and reviews these on a
regular basis. The Company may also enter into interest rate swap agreements.
Interest rate exposure
The exposure, at 30 April, of financial assets and liabilities to interest rate risk is shown by reference to:
– floating interest rates (i.e. giving cash flow interest rate risk) - when the rate is due to be re-set;
– fixed interest rates (i.e. giving fair value interest rate risk) - when the financial instrument is due for repayment.
30 April 2022 (£’000) 30 April 2021 (£’000)
Within
one year
More than
one year Total
Within
one year
More than
one year Total
Exposure to floating interest rates:
Cash and cash equivalents 219,403 - 219,403 162,479 - 162,479
Money market funds 91,960 - 91,960 50,253 - 50,253
Exposure to fixed interest rates:
Bank loan (52,035) - (52,035) - (51,110) (51,110)
Total exposure to interest rates 259,328 - 259,328 212,732 (51,110) 161,622
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As at year ended 30 April 2022, the Company held two, two-year fixed rate term loan with ING Bank N.V. The Japanese
Yen 3.8 billion (2021: Japanese Yen 3.8 billion) carries an interest rate of 0.90% (2021: 0.90%) per annum and US Dollar
36 million (2021: US Dollar 36 million) carries an interest rate of 1.335%% (2021: 1.335%) per annum. Both of the loans
fall due for repayment on 30 September 2022.
Interest rate sensitivity
The sensitivity analysis is based on the Company’s monetary financial instruments held at each balance sheet date, with all
other variables held constant.
The table below illustrates the Company’s sensitivity to interest rate movements, with a change of 1%
(2021: 0.25%) per annum in the rates of interest available to the Company’s financial assets and a change of
1% (2021: 0.25%) per annum in the rates of interest available to the Company’s financial liabilities. The effect on the
revenue and capital return after tax and the value of Shareholders’ funds are as follows if rates increased:
30 April 2022
£’000
30 April 2021
£’000
Statement of Comprehensive Income - profit/loss after tax
Revenue return 2,593 404
Capital return - -
Change to the profit/loss after tax for the year 2,593 404
Change to Shareholders’ funds 2,593 404
A corresponding decrease in the rate would have equal and opposite effect to that shown in the table above.
This level of change is considered to be reasonably possible based on observation of current market conditions. This is
not representative of the year as a whole, since the exposure changes as level of cash/(loans) held during the year will be
affected by the strategy being followed in response to the Investment Manager’s perception of market prospects and the
investment opportunities available at any particular time.
(b) Liquidity Risk
Liquidity risk is the possibility of failure of the Company to realise sufficient assets to meet its financial liabilities.
Management of the risk
The Company’s assets mainly comprise readily realisable securities which may be sold to meet funding requirements as
necessary.
Liquidity risk exposure
The maturity of the Company’s existing borrowings are set out in Note 17 to the Financial Statements. Short-term
flexibility is achieved through the use of overdraft facilities.
At 30 April the financial liabilities comprised of:
30 April 2022
£’000
30 April 2021
£’000
Due within 1 month:
Balances due to brokers 49,419 29,152
Repurchase of ordinary shares awaiting settlement 1,131 -
Accruals 6,688 7,044
Bank overdraft - 3,473
Due after 3 months and within 1 year:
Bank loan and interest 52,336 626
Due after 1 year and within 2 years:
Bank loan and interest - 51,358
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Notes to the Financial Statements continued
(c) Credit Risk
Credit risk is the exposure to loss from failure of a counterparty to deliver securities or cash for acquisitions or disposals of
investments or to repay deposits.
Management of the risk
The Company manages credit risk by using brokers from a database of approved brokers and by dealing through
Polar Capital.
All cash balances are held with approved counterparties. HSBC Bank plc is the Custodian of the Company’s assets. The
Company’s assets are segregated from HSBC’s own trading assets and are therefore protected in the event that HSBC were
to cease trading.
These arrangements were in place throughout the current year and the prior year.
Credit risk exposure
The maximum exposure to credit risk at 30 April 2022 was £342,331,000 (30 Apr 2021: £252,191,000) comprising:
30 April 2022
£’000
30 April 2021
£’000
Balances due from brokers 29,315 34,379
Accrued income 1,653 1,607
Cash at bank 211,940 165,952
Cash held at derivative clearing houses 7,463
Money market funds 91,960 50,253
342,331 252,191
All of the above financial assets are current, their fair values are considered to be the same as the values shown and the
likelihood of a material credit default is considered low.
None of the Company’s financial assets are past due or impaired. All deposits were placed with banks that had a rating of
A or higher.
The money market fund, BlackRock’s Institutional Cash Series plc – US Treasury Fund, held by the Company as at year
ended 30 April 2022 has a rating of AAA or higher, the fund invests primarily in US Treasury bills, US Treasury Repurchase
Agreements and other similar instruments.
Investment transactions are carried out with a large number of brokers, the credit standing of each is reviewed periodically
by the Investment Manager are set on the amount that may be due from any one broker.
(d) Gearing risk
The Company’s policy is to increase its exposure to equity markets through the judicious use of borrowings. When
borrowings are invested in such markets, the effect is to magnify the impact on Shareholder’s funds of changes, both
positive and negative, in the value of the portfolio.
Management of the risk
The Company uses short-term loans to manage gearing risk, details of which can be found in Note 17.
Gearing risk exposure
The loans are valued at amortised cost, using the effective interest rate method in the financial statements. The Board
regulates the overall level of gearing by raising or lowering cash balances.
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(e) Capital Management Policies and Procedures
The Company’s capital, or equity, is represented by its net assets which are managed to achieve the Company’s Investment
Objective set out on page 56.
The Board monitors and reviews the broad structure of the Company’s capital on an ongoing basis. This review includes:
(i) the planned level of gearing through the Company’s fixed rate loan facility, credit facility and
(ii) the need to issue or buy back equity shares for cancellation, which takes account of the difference between the net
asset value per share and the share price (i.e. the level of share price discount or premium).
The Company’s objectives, policies and processes for managing capital are unchanged from the preceding accounting
period.
The Company is subject to externally imposed capital requirements through the Companies Act with respect to its status
as a public company.
In addition in order to pay dividends out of profits available for distribution by way of dividend, the Company has to be
able to meet one of the two capital restriction tests imposed on investment companies by Company Law. The Company is
also subject to externally imposed capital requirements through the loan covenants set out in the loan facility.
These requirements are unchanged since the previous year end and the Company has complied with them.
28 Post Balance Sheet Event
Subsequent to the year end, and to 15 July 2022, 1,475,096 ordinary shares were repurchased and placed in the treasury
at an average price of 1,899.35p per share.
There are no other significant events that have occurred after the end of the reporting period to the date of this report
which require disclosure.
Shareholder Information
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In assessing the performance of the Company, the Investment Manager and the Directors use the following APMs which
are not defined in accounting standards or law but are considered to be known industry metrics:
Net Asset Value (NAV)
The NAV is the value attributed to the underlying assets of the Company less the liabilities, presented either on a per share
or total basis.
The value of the Company’s assets, principally investments made in other companies and cash being held, minus any
liabilities. The NAV is also described as ‘Shareholders’ funds’ per share. The NAV is often expressed in pence per share after
being divided by the number of shares which have been issued. The NAV per share is unlikely to be the same as the share
price which is the price at which the Company’s shares can be bought or sold by an investor. The NAV per ordinary share is
published daily.
30 April 2022 30 April 2021
Company’s total equity a £3,050,985,000 £3,408,763,000
Total ordinary shares in issue (excluding those held in treasury) b 132,356,426 136,544,764
Company’s NAV per share as at the year end (a / b) 2305.13p 2496.44p
NAV Total Return (APM)
The NAV total return shows how the net asset value per share has performed over a period of time taking into account
both capital returns and dividends paid to Shareholders.
NAV total return reflects the change in value of NAV plus the dividend paid to the Shareholder. Since the Company has
not paid a dividend the NAV total return is the same as the NAV per share return as at the year ended 30 April 2022 and
30 April 2021.
Year ended
30 April 2022
Year ended
30 April 2021
Opening NAV per share a 2496.44p 1715.59p
Closing NAV per share b 2305.13p 2496.44p
NAV total return for the year (b / a)-1 (7.7%) 45.5%
Share Price Total Return (APM)
Share price total return shows how the share price has performed over a period of time. It assumes that dividends paid to
Shareholders are reinvested in the shares at the time the shares are quoted ex dividend.
Share price total return reflects the change in share price value plus the dividend paid to the Shareholder. Since the
Company has not paid dividends the share price total return is the same as the price per ordinary share return as at year
end 30 April 2022 and 30 April 2021.
Year ended
30 April 2022
Year ended
30 April 2021
Opening share price a 2364.00p 1774.00p
Closing share price b 2040.00p 2364.00p
Share price total return for the year (b / a)-1 (13.7%) 33.3%
Alternative Performance Measures (APMs)
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(Discount)/Premium (APM)
A description of the difference between the share price and the net asset value per share usually expressed as a
percentage (%) of the net asset value per share. If the share price is higher than the NAV per share the result is a premium.
If the share price is lower than the NAV per share, the shares are trading at a discount.
30 April 2022 30 April 2021
Closing share price a 2040.00p 2364.00p
Closing NAV per share b 2305.13p 2496.44p
Discount of ordinary share price to the NAV per ordinary share (a / b)-1 (11.5%) (5.3%)
Ongoing Charges (APM)
Ongoing charges are calculated in accordance with AIC guidance by taking the total expenses of the Company, excluding
performance fees and exceptional items, if any, and expressing them as a percentage of the average daily net asset value
of the Company over the year.
Ongoing charges include all regular operating expenses of the Company. Transaction costs, interest payments, tax and
non-recurring expenses are excluded from the calculation as are the costs incurred in relation to share issues and share
buybacks.
Where a performance fee is paid or is payable, a second ongoing charge is provided, calculated on the same basis as the
above but incorporating the amount of performance fee due or paid.
Year ended
30 April 2022
Year ended
30 April 2021
Investment Management Fee (Note 8 on page 115) £28,281,000 £24,134,000
Other Administrative Expenses (Note 9 on page 116) £1,335,000 £1,071,000
a £29,616,000 £25,205,000
Average daily net assets value b £3,525,121,000 £3,075,483,000
Ongoing Charges excluding performance fee a / b 0.84% 0.82%
Performance fee (Note 8 on page 115) c
d = a+c £29,616,000 £25,205,000
Ongoing charges including performance fee d / b 0.84% 0.82%
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Glossary of Terms
AAII Bear American Association of Individual Investors sentiment survey showing the mood of
individual investors – Bullish/Neutral/Bearish.
AAF Report
A report prepared in accordance with Audit and Assurance Faculty guidance issued by the
Institute of Chartered Accountants in England and Wales. Utilised within the review of
internal controls.
AGM
The Annual General Meeting will be held on Thursday, 8 September 2022. Details of the
arrangements will be provided in the separate Notice of AGM and on the Company’s
website.
AIC
Association of Investment Companies, the industry body for closed ended investment
companies.
AIFM Alternative Investment Fund Manager – Polar Capital LLP.
AIFMD
Alternative Investment Fund Managers Directive. Issued by the European Parliament in
2012 and 2013. The Directive requires that, while the Board of Directors of an Investment
Trust remains fully responsible for all aspects of the Company’s strategy, operations and
compliance with regulations, all alternative investment funds (‘AIFs’) in the UK and European
Union, must appoint a Depositary and an Alternative Investment Fund Manager (‘AIFM’).
The Company’s AIFM is Polar Capital LLP.
Benchmark
The Dow Jones World Technology Index (total return, Sterling adjusted, with the removal of
relevant withholding taxes).
BREXIT This refers to the withdrawal of the United Kingdom from the European Union on
31 January 2020.
Closed-ended
Investment Company
An Investment Company whose shares are traded on an exchange at a price not necessarily
related to the net asset value of the company and which can only be issued or bought back
by the company in certain circumstances.
COVID-19 Coronavirus, a highly contagious and infectious disease caused by the acute respiratory
syndrome SARS-CoV-2 virus; COVID-19 was first discovered in December 2019.
Custodian
The Custodian is HSBC Bank plc, a financial institution responsible for safeguarding,
worldwide, the listed securities and certain cash assets of the Company, as well as the
income arising therefrom, through provision of custodial, settlement and associated services.
Depositary
The Depositary is also HSBC Bank plc. Under AIFMD rules the Company must appoint
a Depositary whose duties in respect of investments, cash and similar assets include:
safekeeping; verification of ownership and valuation; and cash monitoring. Under the
AIFMD rules, the Depositary has strict liability for the loss of the Company’s financial assets
in respect of which it has safe-keeping duties. The Depositary’s oversight duties will include
but are not limited to share buybacks, dividend payments and adherence to investment
limits.
Derivative
A contract between two or more parties, the value of which fluctuates in accordance with
the value of an underlying security. Examples of derivatives are Put and Call Options, Swap
contracts, Futures and Contracts for Difference. A derivative can be an asset or a liability and
is a form of gearing because it can increase the economic exposure to Shareholders.
ESEF
European Single Electronic Format is the requirement whereby reports are prepared and
filed in XHTML format, such requirement applies with effect from 1 January 2021 to all
annual reports and accounts issuers on UK (or EU) regulated markets. In addition, for issuers
preparing consolidated annual accounts in accordance with IFRS, the XHTML file will require
tagging under the IFRS taxonomy.
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ESMA The European Securities and Markets Authority is an independent EU authority whose
purpose is to improve investor protection and promote stable, orderly financial markets.
Fund/Portfolio
Manager
Ben Rogoff of Polar Capital LLP has been delegated responsibility for the creation and
management of the portfolio of investments subject to the investment policy and various
parameters set by the Board of Directors.
IFRS
International accounting standards comprise standards and interpretations approved by
the International Accounting Standards Board (IASB) and International Financial Reporting
Committee, including interpretations issued by the IFRS Interpretations Committee.
Investment Company
In Section 833 of the Companies Act 2006, an Investment Company is defined as a
company which invests its funds in shares, land or other assets with the aim of spreading
investment risk.
Investment Trust
taxation status
UK Corporation Tax law (Section 1158 of the Corporation Tax Act 2010) allows an
Investment Company (referred to in Tax law as an Investment Trust) to be exempt from tax
on its profits realised on investment transactions, provided it complies with certain rules.
These are similar to Section 833 above but further require that the Company must be listed
on a regulated stock exchange and that it cannot retain more than 15% of income received.
The Directors’ Report contains confirmation of the Company’s compliance with this law and
its consequent exemption from taxation on capital gains.
KPMG The Company’s auditor is KPMG LLP, represented by John Waterson, Partner.
Leverage
As defined under AIFMD rules, leverage is any method by which the exposure of an AIF
is increased through borrowing of cash or securities or leverage embedded in derivative
positions. Leverage is broadly equivalent to gearing but is expressed as a ratio between the
assets (excluding borrowings) and the net assets (after taking account of borrowings).
Manager/Investment
Manager
Polar Capital LLP (Polar Capital), also appointed as AIFM. The responsibilities and fees
payable to Polar Capital are set out in the Directors’ Report.
MiFID II Markets in Financial Instruments Directive, applicable from 3 January 2018.
Non-executive Director
The Company is managed by a Board of Directors who are appointed by letter rather
than a contract of employment, with the Company. The Company does not have any
executive Directors. Remuneration of the Non-executive Directors is set out in the Directors’
Remuneration Report while the duties of the Board and the various Committees are set out
in the Corporate Governance Statement.
PCT or the Company Polar Capital Technology Trust Plc.
PRIIPS
The Packaged Retail and Insurance-based Investment Products regulations which came into
force on 1 January 2018 in the EU. The regulations require generic pre-sale disclosure of
investment ‘product’ costs, risks and certain other matters.
SORP
The Statement of Recommended Practice. The financial statements of the Company are
prepared in accordance with the Investment Trust SORP issued by the AIC.
UK-adopted IAS The international accounting standards adopted by the UK Endorsement Board after
delegation of adoption powers.
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Corporate Information
2022 Annual General Meeting (“AGM”)
The Company’s AGM will be held at 2:30pm on Thursday 8
September 2022 at Haberdashers’ Hall, 18 West Smithfield,
London, EC1A 9HQ and online via the Lumi Global
Electronic Platform.
Further information including the full text of the
resolutions, in addition to information on how to access
the online Lumi portal, to be proposed at the AGM and an
explanation of each resolution is contained in the Notice
of AGM which has been posted to Shareholders and is
available on the Company’s website.
Shareholders will have the option to ask questions at
the meeting either in person or within the online portal,
shareholders are also encouraged to send any questions
ahead of the AGM to the Board via the Company Secretary
at cosec@polarcapital.co.uk stating the subject matter
as PCTT-AGM. We will endeavour to answer relevant
questions at the meeting.
For ease of reference and understanding a brief explanation of
the resolutions and the structure of the AGM is given below.
Resolution 1 relates to the statutory requirement of every
company to lay before shareholders the Annual Report
and Financial Statements, i.e. this document in full. The
Annual Report has been prepared and approved by the
Board of Directors and audited by the externally appointed
auditors. The document will be filed at Companies House
once published to shareholders. The Annual Report sets out
the Company’s business strategy, governance structure and
procedures as well as the financial accounts for the financial
year under review and any forward-looking statements.
Resolution 2, in compliance with the Large and Medium-
Sized Companies and Groups (Accounts and Reports)
(Amendment) Regulation 2013 (the ‘Regulations’), The
Companies (Directors’ Remuneration Policy and Directors’
Remuneration Report) Regulations 2019 and the Listing
Rules of the Financial Conduct Authority, the Company is
required on a three-yearly basis to provide shareholders
with the opportunity to vote on the Company’s Directors’
Remuneration Policy. In addition to this, on an annual basis,
shareholders are presented, with the Directors’ Remuneration
Implementation Report which looks back at the year under
review and advises how the Remuneration Policy was
applied. Shareholders last voted on the Remuneration Policy
at the AGM in 2020 and the policy came into effect from 1
May 2021, the current policy will remain in effect until 30
April 2024 and a new policy will be presented to the AGM
in 2023 ahead of expiry of the current policy. Resolution 2
therefore, is the annual advisory vote of shareholders on
the Remuneration Implementation Report. The Directors’
Remuneration Report is presented on page 92.
Resolutions 3 to 8 relate to the annual election/re-election
of directors. In line with good corporate governance the
tenure policy of directors is 9-years, with the exception of
the Board’s Chair tenure policy which allows the Chair to
remain in role for up to 12-years in certain circumstances.
It is recommended that directors stand for re-election
on an annual basis in order to give shareholders the
opportunity to vote on each Director. Having undergone
a Board Evaluation process, as described on page 84, the
Directors have provided a rationale for their support for the
reappointment of each director on pages 10 and 11 and
within the Notice of AGM.
Resolutions 9 and 10 relate to the statutory appointment
or reappointment of the Company’s external auditors and
the Directors’ authority to determine their remuneration.
Further information is provided in the Audit Committee
Report on pages 90 to 91.
Resolution 11 to 13 relate to potential changes in the
share capital. Resolution 11 authorises the Directors to
allot (i.e. sell) ordinary shares, whether these be newly
created shares or shares held in the Company’s treasury
account which have been previously bought back in the
market. Once allotted the shares are listed on the London
Stock Exchange and have the same rights as any other
ordinary shares of the Company. Resolution 12 is proposed
in connection with 11 and allows the Directors to allot the
shares without pre-emption rights. Under the Companies
Act, all shareholders have the right of pre-emption which
means that the Company must offer the same to all; being
a listed company with many shareholders, the Directors ask
to disapply the pre-emption rights which means they are
able to offer and allot the shares to specific shareholders
or in specific ways to the market, noting that such
allotments would be at a premium to the net asset value
(NAV) per share and therefore accretive (i.e positive) to
overall shareholder value. While all shareholders can trade
the ordinary shares of the Company on the open market
there are times when a shareholder would like to acquire
greater amounts of shares than are available in the market
and might approach the Company through the corporate
broker to obtain shares. In a similar but opposite scenario,
resolution 13 provides the Directors’ the ability to buy
back (i.e. purchase) shares of the Company in the market.
Depending on the market environment, and various other
factors, the shares of the Company may trade at a discount
to NAV, when this is the case the Company may step in and
buy back shares in an effort to reduce the discount. Each
of these authorities require shareholder approval and are
regular resolutions proposed to each AGM; each authority
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remains in place for 12 months or until the limits have been
reached.
As noted within the Chair’s Statement and in the separate
Notice of AGM, the meeting is being held as a hybrid
meeting with full access for shareholders both in-person
but also online. This is the first year since the COVID-19
pandemic, we are returning to holding the meeting at an
external venue and we hope to welcome a greater number
of shareholders, we would be delighted to reach towards or
beyond the representation of 2019 and prior AGMs where
we would see some 60-80 people in the room; we have
however opted to also provide an online option as we did
in 2020 and 2021. We acknowledge that our shareholders
appreciate the ability to attend the AGM in whichever form
suits their needs and we hope that we will have a suitably
significant representation online. We note however that to
provide the online hybrid option does increase costs and
so this year is a test to establish the cost-benefit of the
hybrid meeting. In the event that we have very few online
representatives we may have to return to an in-person only
meeting next year.
We would very much welcome feedback from shareholders
on the format of the meeting, we will provide some
feedback cards at the AGM and shareholders are also
invited to email the Board at cosec@polarcapital.co.uk
with the subject heading AGM Feedback.
Share Capital, Voting Rights and
Transferability
The Company’s share capital is divided into ordinary shares
of 25p nominal value each. At 30 April 2022, there were
137,315,000 ordinary shares in issue of which 4,958,574
were held in treasury (2021: 770,236 ordinary shares held
in treasury).
Ordinary shares carry voting rights which are exercised on a
show of hands at a meeting, or on a poll, where each share
has one vote. Arrangements for the casting of proxy votes
are provided when a notice of meeting is issued.
Any shares in the Company may be held in uncertificated
form and, subject to the Articles, title to uncertificated
shares may be transferred by means of a relevant system.
Further information can be found in the Articles of
Association available on the Company’s website
www.polarcapitaltechnologytrust.co.uk
The Company is not aware of arrangements to restrict the
votes or transferability of its shares.
History and Structure
The Company was launched in 1996 with a five-yearly
continuation vote. Shareholders approved the resolution for
the Company to continue in operation in its current form
at the AGM in 2020. The next continuation vote of the
Company, in accordance with the Articles of Association,
will be proposed at the AGM to be held in 2025. The
Company continues to operate as an investment trust with
an independent Board and third-party investment manager.
Company Website
www.polarcapitaltechnologytrust.co.uk
The Investment Manager maintains a website on behalf of
the Company which provides a wide range of information
on the Company, monthly factsheets issued by the
Investment Manager and copies of announcements,
including the annual and half year reports when issued.
Information on the Company can also be obtained from
various other sources including:
• www.theaic.co.uk
• www.ft.com/markets
• www.londonstockexchange.co.uk
Benchmark
The Company uses the Dow Jones World Technology Index
(total return, Sterling adjusted, with the removal of relevant
withholding taxes) as the Benchmark against which Net
Asset Value (NAV) performance is measured for the purpose
of assessing performance fees.
Dividends
The Company has not historically paid a dividend as the
objective is capital growth.
Capital Gains Tax
Information on Capital Gains Tax (‘CGT’) is available on the
HM Revenue & Customs website www.hmrc.gov.uk/cgt/
index.
When shares are disposed of a capital gain may result if
the disposal proceeds exceed the sum of the base cost of
the shares sold and any other allowable deductions such as
share dealing costs. The exercise of subscription shares into
ordinary shares should not have given rise to a capital gain,
however a capital gain may arise on the eventual disposal
of those shares.
The calculations required to compute capital gains may
be complex and depend on personal circumstances.
Shareholders are advised to consult their personal financial
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advisor for further information regarding a possible tax
liability in respect of their shareholdings.
Within the Document Library of the Company’s website,
launch and calculation details for CGT purposes are
provided, Shareholders may find these useful when
considering their tax position.
Statement by the Depositary
The statement of the Depositary’s responsibilities in respect
of the Company and its report to Shareholders for the year
ended 30 April 2022 is available on the Company’s website.
The Depositary, having carried out such procedures as
it considered necessary, was satisfied that in all material
respects the Company was managed in accordance with
the applicable FCA rules and AIFMD.
Polar Capital Technology Trust plc is a public listed company
on the London Stock Exchange Premium Market section
and complies with the Financial Conduct Authority (‘FCA’)
Listing Rules. It is not directly authorised and regulated by
the FCA.
Statement By The AIFM
The statement by the AIFM in respect of matters to be
disclosed to investors for the year ended 30 April 2022 is
available on the Company’s website.
Share Price and Net Asset Value
The Company’s Net Asset Value (NAV) is normally released
daily, on the next working day, following the calculation
date, to the London Stock Exchange. The mid-market price
of the ordinary shares is published daily in the Financial
Times in the Companies and Markets section under the
heading ‘Investment Companies’. Share price information
is also available from The London Stock Exchange website:
www.londonstockexchange.co.uk
Securities Financing Transactions
The Securities Financing Transactions Regulation, as
published by the European Securities and Markets
Authority, aims to improve the transparency of the
securities financing markets. Disclosures regarding exposure
to Securities Financing Transactions (‘SFTs’) or total return
swaps will be required on all reports & accounts published
after 13 January 2018. During the period to 30 April 2022
and at the balance sheet date, the Company did not use
SFTs or total return swaps, as such no disclosure is required.
Electronic Communications
If you hold your shares in your own name you can choose
to receive communications from the Company in electronic
format. This method reduces cost, is environmentally
friendly and, for many, is convenient.
If you would like to take advantage of Electronic
Communications, please visit our registrar’s website at
www.shareview.co.uk. You will need your Shareholder
Reference Number. If you agree to the terms and
conditions, in future, on the day that documents are sent
to shareholders by post you will receive an e-mail providing
the website address where the documents can be viewed
and downloaded. Paper copies will still be available on
request.
Disability Act
Copies of this Annual Report and Financial Statements or
other documents issued by the Company are available from
the Company Secretary. If needed, copies can be made
available in a variety of formats, either Braille or on audio
tape or larger type as appropriate.
You can contact our Registrars, Equiniti Limited, who have
installed textphones to allow speech and hearing-impaired
people who have their own textphone to contact them
directly by ringing 0870 600 3950 without the need for
an intermediate operator. Specially trained operators are
available during normal business hours to answer queries
via this service. Alternatively, if you prefer to go through a
‘typetalk’ operator (provided by the Royal National Institute
for the Deaf), you should dial 18001 followed by the
number you wish to dial.
Investing
The ordinary shares of the Company are listed and traded
on the London Stock Exchange. Investors should be aware
that the value of the Company’s ordinary shares may reflect
the greater relative volatility of technology shares.
Polar Capital Technology Trust plc is an investment trust
and as such its ordinary shares are excluded from the FCAs
restrictions which apply to non-mainstream investment
products. The Company conducts its affairs and intends to do
so for the foreseeable future so that the exclusion continues
to apply.
There are a variety of ways to invest in the Company.
However, this will largely depend upon whether you
would like financial advice or are happy to make your own
investment decisions.
Corporate Information continued
www.polarcapitaltechnologytrust.co.uk
141
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Investing Risks
Investors should be aware of the following risks when
considering investing in the shares of Polar Capital
Technology Trust plc:
Past performance is not a guide to future performance.
Please remember that any investment in the shares of
Polar Capital Technology Trust either directly or through a
savings scheme or ISA carries the risk that the value of the
investment and any income from such may go down as
well as up due to the fluctuations of the share price, the
market and interest rates. This risk may result in an investor
not getting back the original amount invested.
Investors should be aware that the value of the NAV of the
Company’s shares may reflect the greater relative volatility
of technology shares. Technology shares are subject to the
risks of developing technologies, competitive pressures
and other factors including the acceptance by business
and consumers of new technologies. Many companies
in the technology sector are smaller companies and are
therefore also subject to the risks attendant on investing in
smaller capitalisation businesses. As the Company invests in
overseas companies changes in exchange rates may cause
fluctuations in the value of the investments and of your
investment in the Company.
The Company takes on bank debt for investment purposes
(‘gearing’) which exposes the company to exchange risk
when the borrowings are in different currencies and the
value of the investments made with the borrowings may
fall and may not be sufficient to cover the borrowings and
interest costs. However, the Company may increase or
decrease its borrowing levels to suit market conditions.
If you are investing through a savings plan, ISA or other
investment arrangement it is important that you read the
key features documents and understand the risks associated
with investing in the shares of the Company. If you are in
any doubt as to the suitability of a plan or any investment
available within a plan, please take professional advice.
Tax rates and reliefs change from time to time and may
affect the value of your investment.
For those investors who would like advice:
Private Client Stockbrokers – generally for investors with
a large lump sum to invest, a private client stockbroker will
manage a portfolio of shares on behalf of a private investor
and will offer a personalised service to meet an individual’s
particular needs. A list of private client stockbrokers is
available from The Personal Investment Management &
Financial Advice Association (PIMFA) at www.pimfa.co.uk
Financial Advisers – carry out the share transactions for
their clients, they can do this directly but also via a growing
number of platforms that offer investment trusts including
AJ Bell, Interactive Investor, Ascentric, Embark, Nucleus,
Raymond James, Seven IM and Transact. For investors
looking to find a financial adviser, please visit www.
unbiased.co.uk
For those investors who are happy to make their
own investment decisions:
Online Stockbroking Services – There are a number of
real time execution only stockbroker services which allow
private investors to trade online for themselves, manage
a portfolio and buy UK listed shares. Online stockbroking
services include AJ Bell, Interactive Investor, Barclays
Stockbrokers, Halifax Share Dealing and Hargreaves
Lansdown.
Share Dealing Services
The Company has also made arrangements with its share
registrars, Equiniti Limited, for investors to buy and sell
shares through the Shareview.co.uk service.
For telephone sales call 0345 603 7037 (or +44 121 415
7560) between 8.30am and 4.30pm for dealing and up to
6.00pm for enquiries, Monday to Friday. For Internet sales
log on to www.shareview.co.uk/dealing
Forward-Looking Statements
Certain statements included in this Annual Report and
Financial Statements contain forward-looking information
concerning the Company’s strategy, operations, financial
performance or condition, outlook, growth opportunities or
circumstances in the countries, sectors or markets in which
the Company operates.
By their nature, forward-looking statements involve
uncertainty because they depend on future circumstances,
and relate to events, not all of which are within the
Company’s control or can be predicted by the Company.
Although the Company believes that the expectations
reflected in such forward-looking statements are
reasonable, no assurance can be given that such
expectations will prove to have been correct.
Actual results could differ materially from those set out
in the forward-looking statements. For a detailed analysis
of the factors that may affect our business, financial
performance or results of operations, we urge you to look
at the principal risks and uncertainties included in the
Strategic Report within this Annual Report.
www.polarcapitaltechnologytrust.co.uk
Polar Capital Technology Trust plc Annual Report and Financial Statements 30 April 2022
142
No part of this Annual Report constitutes, or shall be taken
to constitute, an invitation or inducement to invest in Polar
Capital Technology Trust plc or any other entity and must
not be relied upon in any way in connection with any
investment decision.
The Company undertakes no obligation to update any
forward-looking statements.
Boiler Room Scams
Shareholders of the Polar Capital Technology Trust plc
may receive unsolicited phone 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 in U.S. or UK investments or offering
to act on the shareholder’s behalf on the payment of a
retainer or similar in a spurious corporate event. These
operations are commonly known as ‘boiler rooms’. These
‘brokers’ can be very persistent and extremely persuasive.
It is not just the novice investor that has been duped in this
way; many of the victims had been successfully investing
for several years. Shareholders are advised to be very wary
of any unsolicited advice, offers to buy shares at a discount
or offers of free company reports.
If you have been contacted by an unauthorised firm
regarding your shares the FCA would like to hear from you.
You can report an unauthorised firm using the FCA helpline
on 0845 606 1234 or 0800 111 6768 or by visiting their
website, which also has other useful information, at www.
fca.org.uk
If you receive any unsolicited investment advice:
Make sure you get the correct name of the person and
organisation
If the calls persist, hang up
If you deal with an unauthorised firm, you will not be
eligible to receive payment under the Financial Services
Compensation Scheme. More detailed information on this
or similar activity can be found on the FCA website.
How to avoid investment and pension scams
If you’re suspicious, report it
You can report the �rm or scam to us by
contacting our Consumer Helpline on
0800 111 6768 or using our reporting form
using the link below.
If you’ve lost money in a scam, contact
Action Fraud on 0300 123 2040 or
www.actionfraud.police.uk
Reject unexpected o�ers
Scammers usually cold call, but contact
can also come by email, post, word of mouth
or at a seminar. If you’ve been o�ered an
investment out of the blue, chances are it’s
a high risk investment or a scam.
Check the FCA Warning List
Use the FCA Warning List to check the risks
of a potential investment – you can also search
to see if the �rm is known to be operating without
our authorisation.
Get impartial advice
Get impartial advice before investing – don’t use
an adviser from the �rm that contacted you.
Be ScamSmart and visit
www.fca.org.uk/scamsmart
1
2
3
Corporate Information continued
www.polarcapitaltechnologytrust.co.uk
Contents
TBC
Purpose
The purpose of the Company is to provide a vehicle in
which investment is spread across a diversified portfolio
of technology companies which aim to deliver long term
capital growth to shareholders. The purpose is achieved
though the Investment Objective and policy incorporating
parameters to ensure excessive risk is not undertaken.
Investment Objective
The Investment Objective is to maximise long-term capital
growth through investing in a diversified portfolio of
technology companies around the world. The investment
policy and investment guidelines are set out in full in the
Strategic Report on pages 56 to 58.
Management structure
The Company is an investment trust led by an experienced
Board of Independent Non-executive Directors with
extensive knowledge of investment matters and the
regulatory and legal framework within which your
Company operates. The role of the Board is to provide
oversight of the Company’s activities and to seek to ensure
that the appropriate financial resources and controls are
in place to deliver the Investment Objective and manage
the risks associated with such activities. The Directors have
appointed various third-party suppliers to provide a range
of services including investment management, depositary
and administrative services to the Company.
Polar Capital LLP has been the appointed Investment
Manager and AIFM throughout the year. Ben Rogoff, the
appointed portfolio manager, has been responsible for the
Company’s portfolio since 1 May 2006 and is supported by a
team of technology specialists. Polar Capital LLP is authorised
and regulated by the Financial Conduct Authority.
Our Business at a Glance
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143
REGISTERED OFFICE AND ADDRESS FOR CONTACTING
THE DIRECTORS
16 Palace Street,
London,
SW1E 5JD
020 7227 2700
Company Registered Number
Polar Capital Technology Trust Plc
(The ‘Company’)
is incorporated in England and Wales with company
number 3224867 and registered as an investment company
under section 833 of the Companies Act 2006.
Investment Manager and AIFM
Polar Capital LLP
Authorised and regulated by the Financial Conduct
Authority
Represented by Portfolio Manager Ben Rogoff
Company Secretary
Polar Capital Secretarial Services Limited
Represented by Tracey Lago, FCG
Email: cosec@polarcapital.co.uk
Independent Auditors
KPMG LLP
Chartered Accountants and Statutory Auditors
15 Canada Square,
London, E14 5GL
Corporate Broker
Stifel Nicolaus Europe Limited
150 Cheapside,
London, EC2V 6ET
Depositary, Bankers and Custodian
HSBC Bank PLC
8 Canada Square,
London, E14 5HQ
Registrar
Equiniti Limited
Aspect House, Spencer Road, Lancing, West Sussex,
BN99 6DA
Shareholder helpline: 0800 313 4922
(or +44 (0) 121 415 0804 from overseas)
www.shareview.co.uk
Shareholders who have their shares registered in their own
name, not through a share savings scheme or ISA, can
contact the registrars with any queries on their holding.
In correspondence you should refer to the Company,
stating your registered name and address and, if available,
your full account number.
Financial Calendar
The key dates in the Company’s financial year are as
follows:
30 April
Financial year-end
July Announcement of year-end results
September Annual General Meeting
31 October Half-year end
December Announcement of half-year results
Identification Code
SEDOL 422002
ISIN GB0004220025
TICKER PCT
BLOOMBERG PCT.LN
DATASTREAM PCT
REUTERS PCT.L
LIPPER 71000395
GIIN J29SBF.99999.SL.826
LEI 549300TN1O5392UC4K19
AIC
The Company is a member of the Association of Investment
Companies (‘AIC’). The AIC website www.theaic.co.uk
contains detailed information about investment trusts,
including guide and statistics.
Contact Information
Overview
Manager’s
Report
Environmental, Social
and Governance (ESG) Governance
Financial
Statements
Shareholder
Information
Overview
Our Business at a Glance IFC
Financial Highlights 1
Performance 3
Chair’s Statement 4
Chair Elect Q&A 7
Financial Performance Review 8
Board of Directors 10
Technology Investment Team 12
Manager’s Report
Investment Manager’s Report 16
Investment Manager’s Core Themes 28
Portfolio Review 32
Environment, Social and
Governance Report (“ESG”)
Corporate Perspective 42
Investment Perspective 44
Governance
Strategic Report 56
Section 172 Statement 70
Report of the Directors 76
Report on Corporate Governance 78
Audit Committee Report 87
Directors’ Remuneration Report 92
Statement of Directors’ Responsibilities 98
Independent Auditors’ Report 99
Financial Statements
Statement of Comprehensive Income 106
Statement of Changes in Equity 107
Balance Sheet 108
Cash Flow Statement 109
Notes to the Financial Statements 110
Shareholder Information
Alternative Performance Measures (APMs) 134
Glossary of Terms 136
Corporate Information – including AGM
138
Contact Information 143
Annual Report & Financial Statements
For the year ended 30 April 2022
Polar Capital Technology Trust Annual Report and Financial Statements for the year ended 30 April 2022
See more at:
polarcapitaltechnologytrust.co.uk
Inflation, Technology and
the Repricing of Risk