REG - Triple Point Inc VCT - Final Results <Origin Href="QuoteRef">TPV1.L</Origin> - Part 2
16/07/2015 12:31
- Part 2: For the preceding part double click ID:nRSX1357Ra
Cost £ Valuation £ Valuation Method Income recognised by TP Income for the year £'000 Equity Held by TP Income % Equity Held by TPIM managed funds %
18-Mar-13 2,452,000 2,452,000 At cost 200 49.98 49.98
Summary of Information from Investee Company Financial Statements ending in 2014: £'000
Turnover 0
Earnings before interest, tax, amortisation and depreciation (EBITDA) (21)
Loss before tax (13)
Net assets before VCT loans 2,257
Net assets 618
Elementary Energy Limited is currently operating a 500kw run-of-river hydro-electric power plant near Fort William. The plant was commissioned in January 2015 and earns Feed-in Tariffs from the generation and export of electricity.
Green Highland Allt Choire A Bhalachain (225) Ltd
Date of first investment Cost £ Valuation £ Valuation Method Income recognised by TP Income for the year £'000 Equity Held by TP Income % Equity Held by TPIM managed funds %
18-Jul-14 3,292,000 3,292,000 Cost 162 49.90 50.40
Summary of Information from Investee Company Financial Statements ending in 2014: £'000
Turnover 0
Earnings before interest, tax, amortisation and depreciation (EBITDA) (7)
Profit before tax (86)
Net assets before VCT loans 3,073
Net assets 2,125
Green Highland Allt Choire a Bhalachain (225) Ltd is currently constructing a 750kw run-of-river hydro-electric power plant located at Tomdoun, Invergarry in the Scottish Highlands. The project started construction in July 2014 and is on schedule to be commissioned in November 2015. The site will earn Feed-in Tariffs from the generation and export of electricity.
Green Highland Allt Phocachain (1015) Ltd
Date of first investment Cost £ Valuation £ Valuation Method Income recognised by TP Income for the year £'000 Equity Held by TP Income % Equity Held by TPIM managed funds %
13-Nov-14 3,986,000 3,986,000 Cost 0 42.70 50.67
Summary of Information from Investee Company Financial Statements £'000
None filed
Green Highland Allt Phocachain (1015) Ltd was set up to construct two separate run-of-river hydro-electric power plants located in Glen Moriston, Scottish Highlands. The 500kw scheme and the Allt Phocachain 500kw scheme are both scheduled to be commissioned by December 2015. The company will earn Feed-in Tariffs from the generation and export of electricity.
Green Highland Renewables (Achnacarry) Ltd
Date of first investment Cost £ Valuation £ Valuation Method Income recognised by TP Income for the year £'000 Equity Held by TP Income % Equity Held by TPIM managed funds %
13-Aug-14 4,300,000 4,300,000 Cost 0 40.65 40.65
Summary of Information from Investee Company Financial Statements £'000
Turnover 0
Earnings before interest, tax, amortisation and depreciation (EBITDA) (21)
Profit before tax (22)
Net assets before VCT loans 8,228
Net assets 3,688
Green Highland Renewables (Achnacarry) Ltd is constructing three separate
run-of-river hydro-electric power plants located adjacent to Loch Arkaig
near Fort William. Having reached financial close in August 2014, the
Cheanna Mhuir site (500kw), the Loch Blair site (1,250kw) and the Allt
Dubh site (722kw) are all on course to be commissioned in November 2015.
The company will earn Feed-in Tariffs from the generation and export of
electricity.
Green Highland Allt Ladaidh (1148) Ltd
Date of first investment Cost £ Valuation £ Valuation Method Income recognised by TP Income for the year £'000 Equity Held by TP Income % Equity Held by TPIM managed funds %
13-Nov-14 3,500,000 3,500,000 Cost 0 35.17 50.24
Summary of Information from Investee Company Financial Statements
None filed
Green Highland Allt Ladaidh (1148) Ltd was set up to construct a run-of-river hydro-electric power plant near Loch Garry, Invergarry in the Scottish Highlands. The 1300kW Allt Ladaidh scheme started on site during March 2015 and is scheduled to be commissioned by May 2016. The company will earn Feed-in Tariffs and other revenues from the generation and export of
electricity.
Green Highland Allt Luaidhe (228 ) Ltd
Date of first investment Cost £ Valuation £ Valuation Method Income recognised by TP Income for the year £'000 Equity Held by TP Income % Equity Held by TPIM managed funds %
13-Aug-14 2,000,000 2,000,000 Cost 0 35.18 50.26
Summary of Information from Investee Company Financial Statements
None filed
Green Highland Allt Luaidhe (228) Ltd was set up to construct a run-of-river hydro-electric power plant located in Knockie, near Inverness in the Scottish Highlands. The 500kw Allt Luaidhe scheme started on site during January and is scheduled to be commissioned by December 2015. The company will earn Feed-in Tariffs from the generation and export of electricity.
* Assets held for sale
· The investments are a combination of debt and equity.
· Equity holding is equal to the voting rights.
The Strategic Report has been approved by the Board and signed on their behalf by the Chairman.
David Frank
Chairman
24 June 2015
Report of the Directors
The Directors present their Report and the audited Financial Statements for the year ended 31 March 2015.
Details of Directors
David Frankwas a partner in Slaughter and May for twenty two years before retiring from the firm in 2008. As well as being
the firm's first Practice Partner from 2001 to 2008, his practice involved acting for several venture capital houses,
including 3i and Schroder Ventures. He was also involved in several flotations in the venture capital sector, including 3i,
Baronsmead and SVG Capital. Since retiring from legal practice, he has established a portfolio of voluntary roles, ranging
from a governorship of a hospital to a trusteeship of a community foundation. He has been a Director and Chairman of the
Company since 11 November 2010.
Simon Aclandhas over twenty five years' experience in venture capital, primarily at Quester, where he became Managing
Director. When Quester was sold in 2007 it had £200m under management and was one of the leading UK venture capital and
VCT investment managers. Simon was a director of over 20 companies in Quester's portfolio, many of which achieved
successful exits through flotation or trade sales. Simon is also a director of TP70 2010 VCT plc, and various other private
companies and charities, and a member of the investment committee of the British Business Bank's Angel Co-Fund.
Michael Stanes has been an Investment Director at Heartwood Investment Management, a London-based firm providing investment
management and wealth structuring services for high net worth individuals, since 2010. He began his career at Warburg
Investment Management (which became Mercury Asset Management) where he ran equity portfolios in London and Tokyo. He then
moved to the US where he founded a business on behalf of Merrill Lynch offering equity portfolio management to high net
worth individuals. In 2002 he joined Goldman Sachs Asset Management in London running global equity portfolios for a range
of institutional and individual clients before joining a new fund management partnership as CEO. Michael was appointed a
Director on 21 November 2012.
Simon Acland being a Director of another TPIM managed VCT is not considered independent. Therefore he will retire and offer
himself for re-election at the Annual General Meeting to be held on 30 July 2015. Both David Frank and Michael Stanes are
considered independent.
The Board has considered provision B.7.2 of the UK Corporate Governance Code (September 2012) and believes that all the
Directors continue to be effective and to demonstrate commitment to their roles, the Board and the Company. The Directors
are discussed further within the Corporate Governance report on page 26 which demonstrates the Board's compliance with the
UK Corporate Governance code.
Activities and Status
The Company is a Venture Capital Trust and its main activity is investing.
The Company has been provisionally approved as a VCT by HMRC.
The Company is registered in England as a Public Limited Company (Registration number 6421083). The Directors have managed,
and intend to continue to manage, the Company's affairs in such a manner as to comply with Section 274 of the Income Tax
Act 2007 which grants approval as a VCT.
The Company was not at any time up to the date of this report a close company within the meaning of S439 of the Corporation
Tax Act 2010.
Post Balance Sheet Events
Post balance sheet events are detailed in note 21.
Directors' and Officers' Liability Insurance
The Company has, as permitted by S233 of the Companies Act 2006, maintained insurance cover on behalf of the Directors and
Company Secretary, indemnifying them against certain liabilities which may be incurred by them in relation to their offices
with the Company.
Matters Covered in the Strategic Report
Dividends and financial risk management have both been discussed within the Strategic Report on pages 4 and 9.
Corporate Governance
Full details are given in the Corporate Governance Statement, which forms part of this Report of the Directors, and can be
found on pages 26 to 30.
Management
TPIM acts as Investment Manager to the Company. The principal terms of the Company's management agreement with TPIM are set
out in note 5 to the Financial Statements.
The Board has evaluated the performance of the Investment Manager based on the returns generated since taking on the
management of the Fund and a review of the management contract and the services provided in accordance with its terms. As
required by the Listing Rules, the Directors confirm that in their opinion the continuing appointment of TPIM as Investment
Manager is in the best interests of the shareholders as a whole. In reaching this conclusion the Directors have taken into
account the performance of other VCTs managed by TPIM and the service provided by TPIM to the Company.
Substantial Shareholdings
As at the date of this report one disclosure of a major shareholding had been made to the Company under Disclosure and
Transparency Rule 5 (Vote Holder and Issuer Notification Rules). On 21 February 2014 the Company was notified that Cazenove
Capital Management Limited held 1,439,843 Ordinary Shares which now represents 3.322% of the shares in issue at 31 March
2015.
Global Greenhouse Gas Emissions
The Company has no greenhouse gas emissions to report from the operations of its Company, nor does it have responsibility
for any other emission producing sources under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations
2013.
Annual General Meeting
Notice convening the 2015 Annual General Meeting of the Company and a form of proxy in respect of that meeting can each be
found at the end of this document.
Share Capital, Rights Attaching to the Shares and Restrictions on Voting and Transfer
The Company had in issue 19,474,883 Ordinary Shares, 5,131,353 A Ordinary Shares, 13,441,438 C Ordinary Shares and
5,296,574 D Ordinary Shares at 31 March 2015 (see note 15). As at that date none of the issued shares was held by the
Company as treasury shares. Subject to any suspension or abrogation of rights pursuant to relevant law or the Company's
articles of association, the shares confer on their holders (other than the Company in respect of any treasury shares) the
following principal rights:
a) the right to receive out of profits available for distribution such dividends as may be agreed to be paid (in the case
of a final dividend in an amount not exceeding the amount recommended by the Board as approved by shareholders in general
meeting or in the case of an interim dividend in an amount determined by the Board). All dividends unclaimed for a period
of 12 years after having become due for payment are forfeited automatically and cease to remain owing by the Company;
b) the right, on a return of assets on a liquidation, reduction of capital or otherwise, to share in the surplus assets of
the Company remaining after payment of its liabilities pari passu with other holders of ordinary shares of that class; and
c) the right to receive notice of and to attend and speak and vote in person or on a poll by proxy at any general meeting
of the Company. On a show of hands every member present or represented and voting has one vote and on a poll every member
present or represented and voting has one vote for every share of which that member is the holder; the validly executed
appointment of a proxy must be received not less than 48 hours before the time of the holding of the relevant meeting or
adjourned meeting or, in the case of a poll taken otherwise than at or on the same day as the relevant meeting or adjourned
meeting, be received after the poll has been demanded and not less than 24 hours before the time appointed for the taking
of the poll.
These rights can be suspended. If a member, or any other person appearing to be interested in shares held by that member,
has failed to comply within the time limits specified in the Company's articles of association with a notice pursuant to
S793 of the Companies Act 2006 (notice by a Company requiring information about interests in its shares), the Company can
until the default ceases suspend the right to attend and speak and vote at a general meeting and if the shares represent at
least 0.25% of their class the Company can also withhold any dividend or other money payable in respect of the shares
(without any obligation to pay interest) and refuse to accept certain transfers of the relevant shares.
Shareholders, either alone or with other shareholders, have other rights as set out in the Company's articles of
association and in company law.
A member may choose whether his or her shares are evidenced by share certificates (certificated shares) or held in
electronic (uncertificated) form in CREST (the UK electronic settlement system). Any member may transfer all or any of his
or her shares, subject in the case of certificated shares to the rules set out in the Company's articles of association or
in the case of uncertificated shares to the regulations governing the operation of CREST (which allow the Directors to
refuse to register a transfer as therein set out); the transferor remains the holder of the shares until the name of the
transferee is entered in the register of members. The Directors may refuse to register a share transfer if it is in respect
of a certificated share which is not fully paid up or on which the Company has a lien provided that, where the share
transfer is in respect of any share admitted to the Official List maintained by the UK Listing Authority, any such
discretion may not be exercised so as to prevent dealings taking place on an open and proper basis, or if in the opinion of
the Directors (and with the concurrence of the UK Listing Authority) exceptional circumstances so warrant, provided that
the exercise of such power will not disturb the market in those shares. Whilst there are no squeeze-out and sell-out rules
relating to the shares in the Company's articles of association, shareholders are subject to the compulsory acquisition
provisions in S974 to S991 of the Companies Act 2006.
Amendment of Articles of Association
The Company's articles of association may be amended by the members of the Company by special resolution (requiring a
majority of at least 75% of the persons voting on the relevant resolution).
Appointment and Replacement of Directors
A person may be appointed as a Director of the Company by the shareholders in general meeting by ordinary resolution
(requiring a simple majority of the persons voting on the relevant resolution) or by the Directors; no person, other than a
Director retiring by rotation or otherwise, shall be appointed or re-appointed a Director at any general meeting unless he
is recommended by the Directors or, not less than seven nor more than 42 clear days before the date appointed for the
meeting, notice is given to the Company of the intention to propose that person for appointment or re-appointment in the
form and manner set out in the Company's articles of association.
Each Director who is appointed by the Directors (and who has not been elected as a Director of the Company by the members
at a general meeting held in the interval since his appointment as a Director of the Company) is to be subject to election
as a Director of the Company by the members at the first Annual General Meeting of the Company following his or her
appointment. At each Annual General Meeting of the Company one third of the Directors for the time being, or if their
number is not three or an integral multiple of three the number nearest to but not exceeding one-third, are to be subject
to re-election.
The Companies Act allows shareholders in general meeting by ordinary resolution (requiring a simple majority of the persons
voting on the relevant resolution) to remove any Director before the expiry of his or her period of office, but without
prejudice to any claim for damages which the Director may have for breach of any contract of service between him or her and
the Company.
A person also ceases to be a Director if he or she resigns in writing, ceases to be a Director by virtue of any provision
of the Companies Act, becomes prohibited by law from being a Director, becomes bankrupt or is the subject of a relevant
insolvency procedure, or becomes of unsound mind, or if the Board so decides following at least six months' absence without
leave or if he or she becomes subject to relevant procedures under the mental health laws, as set out in the Company's
articles of association.
Powers of the Directors
Subject to the provisions of the Companies Act, the memorandum and articles of association of the Company and any
directions given by shareholders by special resolution, the articles of association specify that the business of the
Company is to be managed by the Directors, who may exercise all the powers of the Company, whether relating to the
management of the business or not. In particular, the Directors may exercise on behalf of the Company its powers to
purchase its own shares to the extent permitted by shareholders.
Auditor
Grant Thornton UK LLP offers itself for reappointment as auditor. In accordance with S489(4) of the Companies Act 2006 a
resolution to reappoint Grant Thornton UK LLP as auditor will be proposed at the forthcoming Annual General Meeting.
On behalf of the Board.
David Frank
Director
24 June 2015
Corporate Governance
The Board of Triple Point Income VCT plc has considered the principles and recommendations of the Association of Investment
Companies Code of Corporate Governance (AIC Code 2013) by reference to the Association of Investment Companies Corporate
Governance Guide for Investment Companies (AIC Guide). The AIC Code 2013, as explained by the AIC Guide, addresses all the
principles set out in the UK Corporate Governance Code (September 2012), as well as setting out additional principles and
recommendations on issues that are of specific relevance to the Company. The Board considers that reporting against
principles and recommendations of the AIC Code 2013, by reference to the AIC Guide, which incorporates the UK Corporate
Governance Code (September 2012), will provide improved reporting to shareholders.
The Company is committed to maintaining high standards in corporate governance and has complied with the recommendations of
the AIC Code 2013 and the relevant provisions of the UK Corporate Governance Code (September 2012), except as set out at
the end of this report in the Compliance Statement.
The Corporate Governance Report forms part of the Report of the Directors.
Board of Directors
The Company has a Board of three Non-Executive Directors. Since all Directors are Non-Executive and day-to-day management
responsibilities are sub-contracted to the Investment Manager, the Company does not have a Chief Executive Officer. The
Directors have a range of business and financial skills which are relevant to the Company; these are described on page 22
of this report. Directors are provided with key information on the Company's activities, including regulatory and
statutory requirements, by the Investment Manager. The Board has direct access to company secretarial advice and compliance
services provided by the Investment Manager which is responsible for ensuring that Board procedures are followed and
applicable regulations complied with. All Directors are able to take independent professional advice in furtherance of
their duties.
Any appointment of new Directors to the Board is conducted, and appointments made, onmerit and with due regard for the
benefits of diversity on theBoard, including gender. All Directors are able to allocate sufficient time to the Company
todischarge their responsibilities.
The Board meets regularly on a quarterly basis, and on other occasions as required, to review the investment performance
and monitor compliance with the investment policy laid down by the Board. There is a formal schedule of matters reserved
for Board decision and the agreement between the Company and the Investment Manager has authority limits beyond which Board
approval must be sought.
The Investment Manager has authority over the management of the investment portfolio, the organisation of custodial
services, accounting, secretarial and administrative services. In practice the Investment Manager makes investment
recommendations for the Board's approval. In addition all investment decisions involving other VCTs managed by the
Investment Manager are taken by the Board rather than the Investment Manager. Other matters reserved for the Board
include:
· the consideration and approval of future developments or changes to the investment policy, including risk and asset
allocation;
· consideration of corporate strategy;
· approval of any dividend or return of capital to be paid to the shareholders;
· the appointment, evaluation, removal and remuneration of the Investment Manager;
· the performance of the Company, including monitoring the net asset value per share; and
· monitoring shareholder profiles and considering shareholder communications.
The Chairman leads the Board in the determination of its strategy and in the achievement of its objectives. The Chairman
is responsible for organising the business of the Board, ensuring its effectiveness and setting its agenda and has no
involvement in the day to day business of the Company. He facilitates the effective contribution of the Directors and
ensures that they receive accurate, timely and clear information and that they communicate effectively with shareholders.
The Chairman does not have significant commitments conflicting with his obligations to the Company.
The Company Secretary is responsible for advising the Board on all governance matters. All of the Directors have access to
the advice and services of the Company Secretary which has administrative responsibility for the meetings of the Board and
its committees. Directors may also take independent professional advice at the Company's expense where necessary in the
performance of their duties. As all of the Directors are Non-Executive, it is not considered appropriate to identify a
member of the Board as the senior Non-Executive Director of the Company.
The Company's articles of association and the schedule of matters reserved to the Board for decision provide that the
appointment and removal of the Company Secretary is a matter for the full Board.
The Company's articles of association require that one third of the Directors should retire by rotation each year and seek
re-election at the Annual General Meeting and that Directors newly appointed by the Board should seek re-appointment at the
next Annual General Meeting. The Board complies with the requirement of the UK Corporate Governance Code (September 2012)
that all Directors are required to submit themselves for re-election at least every three years.
During the period covered by these Financial Statements the following meetings were held:
Directors present 4 Full Board 2 Audit Committee
Meetings Meetings
David Frank, Chairman 4 2
Simon Acland 4 2
Michael Stanes 4 2
Audit Committee
The Board has appointed an audit committee of which David Frank is Chairman, which deals with matters relating to audit,
financial reporting and internal control systems. The Committee meets as required and has direct access to Grant Thornton
UK LLP, the Company's auditor.
The audit committee safeguards the objectivity and independence of the auditor by reviewing the nature and extent of
non-audit services supplied by the external auditor to the Company. The audit committee has reviewed the non-audit service
provided by the external auditor, being corporation tax, and does not believe it is sufficient to influence its
independence or objectivity due to the fee being an immaterial expense.
When considering whether to recommend the reappointment of the external auditor the audit committee takes into account its
current fee tender compared to the external audit fees paid by other similar companies. The audit committee will then
recommend to the Board the appointment of an external auditor which is ratified at the Annual General Meeting.
The Auditing Practices Board requires the audit partner to rotate every five years. The audit partner rotated this year,
which is a year ahead of the five year requirement. No audit tender has been undertaken since the Company was
incorporated.
The effectiveness of the external audit is assessed as part of the Board evaluation conducted annually and by the quality
and content of the audit plan provided to the audit committee by the external auditor and the discussions then held on
topics raised. The audit committee will challenge the external auditor at the audit committee meeting if appropriate.
The audit committee's terms of reference include the following roles and responsibilities:
· reviewing and making recommendations to the Board in relation to the Company's published Financial Statements and
other formal announcements or regulatory returns relating to the Company's financial performance, reviewing significant
financial reporting judgements contained in them;
· reviewing and making recommendations to the Board in relation to the Company's internal control (including internal
financial control) and risk management systems;
· periodically considering the need for an internal audit function;
· making recommendations to the Board in relation to the appointment, re-appointment and removal of the external
auditor and approving the remuneration and terms of engagement of the external auditor;
· reviewing and monitoring the external auditor's independence and objectivity and the effectiveness of the audit
process, taking into consideration relevant UK professional regulatory requirements;
· monitoring the extent to which the external auditor is engaged to supply non-audit services; and
· ensuring that the Investment Manager has arrangements in place for the investigation and follow-up of any concerns
raised confidentially by staff in relation to propriety of financial reporting or other matters.
The committee reviews its terms of reference and effectiveness annually and recommends to the Board any changes required as
a result of the review. The terms of reference are available on request from the Company Secretary.
The Board considers that the members of the committee collectively have the skills and experience required to discharge
their duties effectively, and that the Chairman of the committee meets the requirements of the UK Corporate Governance Code
(September 2012) as to relevant financial experience.
The Company does not have an independent internal audit function as it is not deemed appropriate given the size of the
Company and the nature of the Company's business. However, the committee considers annually whether there is a need for
such a function and, if there were, would recommend it be established.
In respect of the year ended 31 March 2015, the audit committee discharged its responsibilities by:
· reviewing and approving the external auditor's terms of engagement and remuneration and independence;
· reviewing the external auditor's plan for the audit of the Financial Statements, including identification of key
risks and confirmation of auditor independence;
· reviewing TPIM's statement of internal controls operated in relation to the Company's business and assessing those
controls in minimising the impact of key risks;
· reviewing periodic reports on the effectiveness of TPIM's compliance procedures;
· reviewing the appropriateness of the Company's accounting policies;
· reviewing the Company's half-yearly results and draft annual Financial Statements prior to Board approval;
· reviewing the external auditor's audit plan document to the audit committee on the annual Financial Statements; and
· reviewing the Company's going concern status.
The audit committee is responsible for considering and reporting on any significant issues that arise in relation to the
Financial Statements.
The key areas of risk that have been identified and considered by the audit committee in relation to the business
activities and the Financial Statements of the Company are as follows:
· valuation and existence of unquoted investments; and
· compliance with HM Revenue & Customs conditions for maintenance of approved Venture Capital Trust status.
The audit committee relies on the Investment Manager to assess the valuation of unquoted investments and the existence of
those investments. The Investment Manager has a director on the board of all the investee companies and meets regularly
with the other directors and hence has an oversight of all the investments made. The audit committee have reviewed the
valuations and discussed them with both the Investment Manager and the external auditor to confirm the valuation of the
unquoted investments and the existence of those investments.
The Investment Manager has confirmed to the audit committee that the conditions for maintaining the Company's status as an
approved Venture Capital Trust had been complied with throughout the year. The position is also reviewed by Robertson Hare
LLP in its capacity as adviser to the Company on taxation matters.
The audit committee has considered the whole Report and Accounts for the year ended 31 March 2015 and has reported to the
Board that it considers them to be fair, balanced and understandable providing the information necessary for shareholders
to assess the Company's performance, business model and strategy.
Internal Control
The Directors have overall responsibility for keeping under review the effectiveness of the Company's systems of internal
controls. The purpose of these controls is to ensure that proper accounting records are maintained, the Company's assets
are safeguarded and the financial information used within the business and for publication is accurate and reliable; such a
system can only provide reasonable and not absolute assurance against material misstatement or loss. The system of internal
controls is designed to manage rather than eliminate the risk of failure to achieve business objectives. As part of this
process an annual review of the internal control systems is carried out. The review covers all material controls including
financial, operational and risk management systems. The Directors regularly review financial results and investment
performance with the Investment Manager.
The Directors have established an ongoing process designed to meet the particular needs of the Company in identifying,
evaluating and managing risks to which it is exposed. The process adopted is one whereby the Directors identify the risks
to which the Company is exposed including, among others, market risk, VCT qualifying investment risk and operational risks
which are recorded on a risk register. The controls employed to mitigate these risks are identified and the residual risks
are rated taking into account the impact of the mitigating factors. The risk register is updated twice a year.
TPIM is engaged to provide administrative including accounting services and retains physical custody of the documents of
title relating to investments.
The Directors regularly review the system of internal controls, both financial and non-financial, operated by the Company
and the Investment Manager. These include controls designed to ensure that the Company's assets are safeguarded and that
proper accounting records are maintained.
Internal control systems include the production and review of quarterly bank reconciliations and management accounts. The
VCT is subject to a full annual audit. The auditors are the same auditors as other VCTs managed by the Investment Manager.
The Investment Manager's procedures are subject to internal compliance checks.
Going Concern
After making the necessary enquiries, the Directors confirm that they are satisfied that the Company has adequate resources
to continue in business for the foreseeable future. The Board receives regular reports from the Investment Manager and the
Directors believe that, as no material uncertainties leading to significant doubt about going concern have been identified,
it is appropriate to continue to apply the going concern basis in preparing the Financial Statements. The Company has
invested £18.2 million into hydro investments. These investments were partly funded by a short term loan facility of £9.8
million, of which £2.5 million is outstanding at the date of this report. This will be repaid with funds derived from the
asset sale.
Relations with Shareholders
The Board recognises the value of maintaining regular communications with shareholders. In addition to the formal business
of the Annual General Meeting, an opportunity is given to all shareholders to question the Board and the Investment Manager
on matters relating to the Company's operation and performance. The Board and the Investment Manager will also respond to
any written queries made by shareholders during the course of the year and both can be contacted at 18 St Swithin's Lane,
London, EC4N 8AD or on 020 7201 8989.
Compliance Statement
The Listing Rules require the Board to report on compliance with the UK Corporate Governance Code (September 2012)
provisions throughout the accounting period. With the exception of the limited items outlined below, the Directors consider
that the Company has complied throughout the period under review with the provisions set out in the UK Corporate Governance
Code (September 2012).
1. New Directors do not receive a full, formal and tailored induction on joining the Board. Such matters are addressed on
an individual basis as they arise (B.4.1).
2. Due to the size of the Board and the nature of the Company's business, a formal performance evaluation of the Board,
its committees, the individual Directors and the Chairman has not been undertaken. Specific performance issues are dealt
with as they arise (B.6.1, B.6.3).
3. The Company does not have a senior Independent Director. The Board does not consider such an appointment appropriate
for the Company (A.4.1).
4. The Company conducts a formal review as to whether there is a need for an internal audit function. The Directors do not
consider that an internal audit would be an appropriate control for a Venture Capital Trust (C.3.6).
5. As all the Directors are Non-Executive, it is not considered appropriate to appoint a Nomination or Remuneration
Committee (B.2.1 and D.2.1).
6. The Audit committee includes three Non-Executive Directors, one of whom is not considered independent. The Board
regularly reviews the independence of its Directors but does not consider it appropriate to appoint an additional Director
to the Audit committee (C.3.1).
On behalf of the Board
David Frank
Chairman
24 June 2015
Directors' Responsibility Statement
The Directors are responsible for preparing the Strategic Report, the Directors' Report, the Directors' Remuneration 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 the Directors
have elected to prepare the Financial Statements in accordance with International Financial Reporting Standards (IFRS) as
adopted by the European Union. 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 and profit or loss of the Company for that year. In
preparing these Financial Statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgments and accounting estimates that are reasonable and prudent;
· state whether applicable IFRS have been followed, subject to any material departures disclosed and explained in the
Financial Statements;
· prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Company
will continue in business.
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 the Financial Statements and the Remuneration report comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors confirm that:
· so far as each of the Directors is aware there is no relevant audit information of which the Company's auditor is
unaware; and
· the Directors have taken all steps that they ought to have taken as Directors in order to make themselves aware of
any relevant audit information and to establish that the auditor is aware of that information.
The Directors are responsible for preparing the Annual Report in
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