Governance Directors’ Report Directors’ Report
ӱ Roger Lewis (resigned 30 September 2020) ӱ Nicholas Wiles (resigned 20 May 2020)
and timing of any buy-backs are at the absolute discretion of the Board. No ordinary shares were purchased under this authority during the year. At the 2020 Annual General Meeting shareholders gave the Directors authority to issue up to 54,760,558 shares (being 10% of the Company’s issued share capital as at 14 October 2020) without having to first offer those shares to existing shareholders. No ordinary shares have been issued under this authority, which expires at this year’s Annual General Meeting and resolutions will be proposed for its renewal. Shares held in the Employee Benefit Trust The Trustee of the Picton Property Income Limited Long-term Incentive Plan holds 2,052,269 ordinary shares in the Company in a trust to satisfy awards made under the Long-term Incentive Plan and the Deferred Bonus Plan. During the year the Trustee acquired 958,000 ordinary shares at 67.0 pence per share. The Trustee has waived its right to receive dividends on the shares it holds. Statement of going concern The Directors have focused on assessing whether the going concern basis remains appropriate for the preparation of the financial statements for the year ended 31 March 2021, including giving consideration to the impact of the Covid-19 pandemic on the UK economy. In making their assessment the Directors have considered the principal and emerging risks relating to the Group, its loan covenants, access to funding and liquidity position. They have also considered a number of scenarios in particular as regards to the impact of different levels of rent collection across the portfolio and over varying timescales, and the potential consequences on financial performance, asset values, capital projects and loan covenants. Leasing and investment transactions have been assumed to be curtailed throughout the assessment period. Future lease
The Directors of Picton Property Income Limited present the Annual Report and audited financial statements for the year ended 31 March 2021. The Company is registered under the provisions of the Companies The principal activity of the Group is commercial property investment in the United Kingdom. Results and dividends The results for the year are set out in the Consolidated Statement of Comprehensive Income. The Company is a UK Real Estate Investment Trust (REIT) and must distribute to its shareholders at least 90% of the profits on its property rental business for each accounting period as a Property Income Distribution (PID). As set out in Note 10 to the consolidated financial statements, the Company has paid four interim dividends in the year, two at 0.625 pence per share, one at 0.7 pence per share and one at 0.8 pence per share, making a total dividend for the year ended 31 March 2021 of 2.75 pence per share (2020: 3.5 pence). All four interim dividends were paid as PIDs. Directors The Directors of the Company who served throughout the year are: ӱ Lena Wilson (appointed 1 January 2021) ӱ Nicholas Thompson (resigned 31 January 2021) ӱ Michael Morris ӱ Andrew Dewhirst (Guernsey) Law, 2008. Principal activity
The Directors’ interests in the shares of the Company as at 31 March 2021 are set out in the Remuneration Report. All of the Directors will offer themselves for re-election at the forthcoming Annual General Meeting. 2018 UK Corporate Governance Code Compliance Statement The Board confirms that for the year ended 31 March 2021 the principles of good corporate governance contained in the 2018 UK Corporate Governance Code have been consistently applied, with the exception of the matter described below. As both Nicholas Thompson and Roger Lewis served on the Board for more than nine years before their retirement this year, the Company has not complied with those provisions within the Code relating to tenure for the whole of the year ended 31 March 2021. With the changes to the Board made during the year the Company is now fully compliant with the Code. Listing The Company is listed on the main market of the London Stock Exchange. Share capital The issued share capital of the Company as at 31 March 2021 was 547,605,596 (2020: 547,605,596) ordinary shares of no par value, including 2,052,269 ordinary shares which are held by the Trustee of the Company’s Employee Benefit Trust (2020: 2,103,683 ordinary shares). The Directors have authority to buy back up to 14.99% of the Company’s ordinary shares in issue, subject to the renewal of this authority from shareholders at each Annual General Meeting. Any buy-back of ordinary shares is, and will be, made subject to Guernsey law, and the making
ӱ Mark Batten ӱ Maria Bentley ӱ Richard Jones (appointed 1 September 2020)
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