JLEN
JLEN
 

Whilst directly applicable to companies incorporated in the UK, the Board recognises the intention of the AIC Code that matters set out in Section 172 of the Companies Act 2006 are reported. The Board strives to understand the views of the Company’s key stakeholders and to take these into consideration as part of its discussions and decision‑making process.

As an investment company, the Company does not have any employees and conducts its core activities through third-party service providers. Each provider has an established track record and through regulatory oversight is required to have in place suitable policies and procedures to ensure they maintain high standards of business conduct, treat shareholders fairly, and employ corporate governance best practice.

The Company strongly believes that fostering healthy and constructive relationships with its broad range of stakeholders should result in increased shareholder value over the long term.

JLEN recognises that community engagement at our sites is an ongoing dialogue and that at times problems can arise before we can address them; however, it is our stated objective to develop positive relationships with the communities in which we work. We are working at improving our communications, complaints handling processes and access to relevant information for local residents, and these goals have formed part of our ESG KPIs.

CASE STUDY

Stakeholder engagement and Covid-19

The pandemic and subsequent lockdowns have impacted the way that we live and work. Meetings which would usually take place face-to-face have been moved to an almost entirely virtual model. During the period 2020/21, the Investment Adviser hosted a Capital Markets Day and presented the full-year 2020 results and half-year 2020/21 results via well attended virtual meetings in a webinar format. Subsequent roadshows associated with the results and a fundraise roadshow were also hosted virtually.
A telephone facility was provided for the Company AGM in September 2020. One of our operators on an AD site also hosted a series of meetings for the parish councils local to the plant in an online format with sessions for questions and answers from local residents.
Where virtual engagement has not been possible – for example when operators and workers need to access sites in the portfolio to perform necessary works – this has been conducted in line with government advice, adhering to Covid-19 safe guidelines. While not an ideal scenario, the stakeholder engagement practices of the Company have not been unduly negatively affected by the pandemic.

Our stakeholders

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Shareholders

Rationale

Providers of equity finance and recipients of income distributions.

Key stakeholders

  • Institutional shareholders
  • Retail shareholders
  • Proxy voting organisations

How has JLEN communicated and engaged in 2020/21?

  • Annual general meeting
  • Regular market announcements
  • Investor communications including quarterly factsheets
  • Dedicated JLEN website
  • Investor roadshows hosted via video  conference
  • Annual and interim reports
  • Market events and conferences – hosted a  JLEN Capital Markets Day
  • Views and feedback sought from institutional
    shareholders via corporate broker

Key strategic decisions impacting stakeholder group during period 2020/21

  • Declared an increased dividend target of 6.80  pence in line with investment objective
  • Made six portfolio acquisitions which further  diversified the portfolio
  • Development of the roadmap for orderly succession to underline the commitment of the Board to broadening its diversity
  • Change to the Company’s investment policy to allow the Company to access a wider pool of environmental infrastructure investments

Investment Adviser

Rationale

Key counterparty responsible for delivering the Board’s strategy.

Key stakeholders

  • Foresight Group
  • Foresight Group employees

How has JLEN communicated and engaged in 2020/21?

  • Regular Board meetings in Guernsey via video conference during the period attended by key investment personnel
  • Meetings to discuss and approve investment recommendations
  • Comprehensive assessment of the contractual relationship with the Investment Adviser and their performance
  • Consulting on the scope of the independent controls effectiveness report received by the Investment Adviser
  • Monitoring and assessing JLEN’s strategic position against the growing environmental infrastructure market and the expected future development of the market

Key strategic decisions impacting stakeholder group during period 2020/21

  • Determination that the Investment Adviser maintains a robust internal control environment, and that the continued appointment of the Investment Adviser is in the best interests of shareholders as a whole
  • Proposing changes to the investment policy to enable the Company to access a wider pool of environmental infrastructure investments, both by sub-sector and geography

Commercial service providers

Rationale

Providers of essential business support services.

Key stakeholders

  • Administration agent
  • Corporate broker
  • Legal advisers
  • Public relations agency
  • Auditor and tax advisers

How has JLEN communicated and engaged in 2020/21?

  • Regular scheduled update calls as well as specific interactions on corporate actions and new portfolio acquisitions
  • Collaboration with multiple service providers in publication of annual and interim reports
  • Annual service provider questionnaire

Key strategic decisions impacting stakeholder group during period 2020/21

  • Key service providers retained, providing continuity of service and familiarity with the objectives of the Company

Asset-level counterparties

Rationale

Asset-level technical and operational management service providers.

Key stakeholders

  • Operations & Maintenance (“O&M”) contractors
  • External management services {“MSA”) providers
  • Supply chain counterparties
  • Landowners

How has JLEN communicated and engaged in 2020/21?

  • Regular update calls with O&M and MSA providers to ensure adequate oversight of portfolio operations
  • Focused engagement on value enhancement opportunities, including rationalisation of service provision for cost savings and/or improved services
  • Increased scrutiny of, and resource allocation to, emerging risks identified

Key strategic decisions impacting stakeholder group during period 2020/21

  • Consolidation of insurance services at SPV level across parts of the portfolio
  • Acquired six new assets during the period, increasing ongoing servicing requirements from O&M counterparties
  • Entered a number of new technology types over the period, including standalone battery storage and low carbon transport
  • Successful further upgrade of capacity at Vulcan AD site resulted in increased revenue for partners

Local communities

Rationale

Members of society living within a proximity of assets where the Company’s operations may have an impact, whether positive or negative.

Key stakeholders

  • Local authorities and agencies
  • Community funds
  • Landowners
  • Local environment
  • Local residents

How has JLEN communicated and engaged in 2020/21?

  • Frequent engagement with local authorities to ensure safe and compliant operation of our assets
  • Actively engage with local authorities on construction planning and obtaining necessary planning permissions
  • Regular interaction between the owners of land on which our assets operate and the Investment Adviser’s asset management team
  • Conduct educational site visits for local community schools and colleges

Key strategic decisions impacting stakeholder group during period 2020/21

  • JLEN donated over 380k to local community funds over the period, helping to address local needs and promote long-term sustainable and prosperous communities
  • Implemented a programme of engagement with a local community, in response to concerns raised by local residents near to one of our sites

Debt providers

Rationale

Providers of long-term debt to finance the acquisition of investment opportunities.

Key stakeholders

  • Banks

How has JLEN communicated and engaged in 2020/21?

  • Regular updates provided on covenant compliance and current positioning

Key strategic decisions impacting stakeholder group during period 2020/21

  • Debt remained a key component of funding strategy during the period and the portfolio has utilised debt facilities throughout
  • New debt facilities were arranged post the period end that included an element of sustainability linkage

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Shares offered by the Company have not been and will not be registered under the Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, US Persons (within the meaning of Regulation S under the Securities Act). The Company has not been and will not be registered as an “investment company” under the United States Investment Company Act of 1940 and investors will not be entitled to the benefits of that Act. In addition, relevant clearances have not been, and will not be, obtained from the securities commission (or equivalent) of any province of Australia, Canada, Japan, the Republic of South Africa, New Zealand or any Excluded Territories and, accordingly, unless an exemption under any relevant legislation or regulations is applicable, none of the Shares may be offered, sold, renounced, transferred or delivered, directly or indirectly, in Australia, Canada, Japan, the Republic of South Africa, New Zealand or any Excluded Territories.

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