Genesis Emerging Markets Fund (GSS) 2019年年度報告「LSE」.pdf

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1、EMERGING MARKETS FUND LIMITED2019Annual Financial Reportfor the year ended 30th June 2019|1Genesis Emerging Markets Fund L Contents Strategic Report Portfolio Report Governance Report Financial StatementsTable of ContentsIntroduction.2Strategic ReportHighlights and Performance.4Chairmans Statement.6

2、Strategy,Business Model and Principal Risks.8Portfolio ReportManagers Review.14Country and Sector Exposure of the Portfolio.17Twenty Largest Holdings.18The Portfolio.21Governance ReportBoard of Directors.28Directors Report.30Directors Remuneration Report.36Audit and Risk Committees Report.38Nominati

3、on Committees Report.41Statement of Directors Responsibilities.43Financial StatementsIndependent Auditors Report.46Statement of Financial Position.50Statement of Comprehensive Income.51Statement of Changes in Equity.52Statement of Cash Flows.53Notes to the Financial Statements.54Remuneration Disclos

4、ure.74Administration.75Glossary of Terms.76 Notice of Annual General Meeting.78NOTE:All reference to US dollars or$throughout this report are to the United States Genesis Emerging Markets Fund Limited2|Contents Strategic Report Portfolio Report Governance Report Financial StatementsIntroductionObjec

5、tiveThe objective of Genesis Emerging Markets Fund Limited(the Fund or GEMF)is to achieve long-term capital growth,primarily through investment in listed equity markets of developing countries.StructureGEMF is a Guernsey based Authorised Closed-Ended Investment Scheme with the ability to issue addit

6、ional shares.The Funds shares are listed on the premium segment of the Official List of the UK Listing Authority,traded on the London Stock Exchange and are included in the FTSE 250.The number of Participating Preference Shares outstanding is 121,466,754 as at 30th June 2019(30th June 2018:134,963,0

7、60).ManagerUp until 30th June 2019,Genesis Asset Managers,LLP(the Manager or Genesis or GAM,LLP)was the investment manager of the Fund and Genesis Investment Management,LLP(the Investment Adviser or GIM,LLP)was the investment adviser.Both GAM,LLP and GIM,LLP are members of the Genesis Group,an asset

8、 management group specialising in the investment management of institutional funds in the emerging markets.On 30th June 2019,a reorganisation of the Genesis Group was completed and GIM,LLP,having obtained its Alternative Investment Fund Manager(AIFM)license,became the new investment manager of the F

9、und.For the purposes of this annual report,GAM,LLP will be referred to as the Manager and GIM,LLP will be referred to as the Investment Adviser,unless otherwise stated.Investment ApproachThe investment approach is to identify companies which are able to take advantage of growth opportunities in emer

10、ging markets and invest in them when they are trading at an attractive discount to the Managers assessment of their intrinsic value.|3Genesis Emerging Markets Fund L Contents Strategic Report Portfolio Report Governance Report Financial StatementsStrategic RGenesis Emerging Markets Fund Limited4|Con

11、tents Strategic Report Portfolio Report Governance Report Financial StatementsHighlights and PerformanceGEMF Total Return in GBP for the Year to 30th June 201911.1%Share Price Total Return(1)9.0%Net asset value per Participating Preference Share Total Return(1)5.4%MSCI EM(TR)Index(2)30th June 201930

12、th June 2018%changeUSDNet Assets(3)$1,305.3m$1,408.5m(7.3)Net Asset Value per Participating Preference Share(3)$10.75$10.443.0Dividend per Participating Preference Share(3)(4)$0.19$0.19GBPNet Assets(5)1,025.6m1,066.8m(3.9)Net Asset Value per Participating Preference Share(5)8.447.906.8Share Price7.5

13、76.978.6Discount of Share Price to Net Asset Value per Participating Preference Share(1)10.3%11.9%Number of Participating Preference Shares121,466,754134,963,060Ongoing charges ratio(1)1.11%1.10%Countries represented in portfolio3235Number of holdings112126Annualised Total Returns in GBP to 30th Jun

14、e 2019%ChangeGEMF Share Price(1)GEMF NAV(net of annual fees)(1)MSCI EM(TR)(2)Since Incep?onof Fund024681012141 Year3 Years5 Years10 Years(6th July 1989)11.211.69.910.210.28.97.78.69.113.312.012.911.19.05.4(1)AlternativePerformanceMeasuresrefertoGlossaryofTermsonpage76.(2)MSCIEmergingMarkets(TotalRet

15、urn)Index.(3)IFRSmeasure.Refertopages50to73intheFinancialStatementsandNotestotheFinancialStatements.(4)Adividendof$0.19perParticipatingPreferenceShareontheFundsprofitsfortheyearended30thJune2019hasbeenproposed.(5)TranslationoftheUSDmeasuresusingtheGBP/USDexchangerateasat30thJune2019of1.2727(2018:1.3

16、203).Pastperformanceisnoguaranteeoffutureperformance.|5Genesis Emerging Markets Fund L Contents Strategic Report Portfolio Report Governance Report Financial StatementsPerformance last 5 Years(1)Value(rebased to 100 on 28th June 2014)80.090.0100.0110.0120.0130.0140.0150.0160.0170.0Fund N.A.V.MSCI EM

17、(TR)Market Price30.06.1430.06.1530.06.1630.06.1729.06.1828.06.19148.0 NAV per share154.7 MSCI EM(TR)Index 141.5 Share PriceDiscount to NAV last 5 Years(1)(16.0)%(14.0)%(12.0)%(10.0)%(8.0)%(6.0)%(4.0)%(2.0)%0.0%30.06.1430.06.1530.06.1630.06.1729.06.1828.06.19Average(11.3)%(10.3)%(1)Basedonmonth-endNe

18、tAssetVGenesis Emerging Markets Fund Limited6|Contents Strategic Report Portfolio Report Governance Report Financial StatementsChairmans StatementI have pleasure in presenting to shareholders the thirtieth annual report of the Genesis Emerging Markets Fund Limited,for the period ended 30th June 2019

19、.OverviewOver the year to 30th June 2019,the Funds net asset value(NAV)rose by 9.0%in sterling total return terms.This compares to a rise of 5.4%in the Funds benchmark,the MSCI Emerging Markets Total Return Index(the Index).The Funds share price rose by 11.1%(adjusted for dividends paid)over the sam

20、e period.The Fund has benefited significantly from opportunities arising from market weakness at the end of 2018 and into early 2019,with several new positions,particularly in China,contributing substantially to relative performance.Further value was derived from a broad range of positions across th

21、e markets of Brazil,India,Thailand and Indonesia,with notable gains generated in three sectors financials,consumer and IT.Such performance attests to the Managers focus on long-term investment performance.This is produced by working as a team in making investments in quality businesses at attractive

22、 prices,supported by deep fundamental research,constructive challenge and support.Although the average holding period in the Fund is in excess of five years,the Manager has shown decisiveness when markets present compelling valuation opportunities.A more detailed explanation of the years performance

23、 is provided in the Managers Review on pages 14 to 16.The Fund held its Annual General Meeting(AGM)on 13th November 2018,and as ever,we appreciate shareholders support and thank them for their approval of all resolutions presented at the meeting.The subsequent Shareholder Information Meeting on 14th

24、 November 2018 provided shareholders an opportunity to hear from,and ask questions of,representatives of the Manager.A dividend of 14.8p(19.0 cents)per Participating Preference Share was paid to shareholders on 21st December 2018.As discussed in the 2018 Annual Report,the Board considers that this l

25、evel of dividend represents an appropriate balance between the various differing interests,and opinions,held across the shareholder base while maintaining the fundamental focus on capital growth as the Funds primary objective.For the year ended 30th June 2019,a final dividend of 19.0 cents per Parti

26、cipating Preference Share has been proposed and is subject to approval by shareholders at the AGM.A new Investment Management Agreement was entered into between GIM,LLP and the Fund effective from 30th June 2019 and the management fee payable to GIM,LLP was reduced slightly to 0.90%of net asset valu

27、e(NAV)of the Fund per annum.The Board continue to monitor the appropriateness of such a fee level in relation to the peer group of similar closed end funds and remain confident that such a fee level is warranted.DiscountThe discount of the share price to NAV per Participating Preference Share at the

28、 end of the period was 10.3%.The average level of the discount over the 12 months was 11.6%and has fluctuated between 9.1%and 14.5%.The Board continue to consider carefully such statistics,their relevance in comparison with an appropriate peer group,and potential options for active management of the

29、 discount.A tender offer as recommended by the Board,and approved by shareholders,for up to 10%of the shares in issue was executed in August 2018 at a 3.5%discount.Following the tender offer,a total of 13,496,306 shares was repurchased by the Fund and cancelled.Such action has had limited impact on

30、the longer-term discount,which continues to move broadly in line with the associated peer group.Marketing activity was also stepped up in support of widening the Funds shareholder base,following the appointment of an external agency,Edison,to raise exposure to both the wholesale and retail sectors.|

31、7Genesis Emerging Markets Fund L Contents Strategic Report Portfolio Report Governance Report Financial StatementsIn addition to the tender offer,the Board intends that if the Funds NAV Total Return over 5 years ending 30th June 2021 does not exceed the Funds benchmark NAV Total Return,the Fund will

32、 undertake a further tender offer for up to a further 25%of the Funds issued share capital(excluding any shares held in treasury).The BoardAt a Board meeting in June 2019,Dr Simon Colson was appointed as an independent Non-Executive Director with effect from 1st July 2019.Dr Colson has over 30 years

33、 experience in financial markets,working in investment banking,investment management and financial consulting.The retirement of Dr John Llewellyn was also noted,with the Board thanking him for nine years of excellent service.Shareholders will have the opportunity to approve Dr Colsons appointment at

34、 the AGM,at which,the remaining five Directors will stand for re-election in accordance with the requirements of the AIC Code of Corporate Governance and the UK Corporate Governance Code.As ever,we continue to review how best the Board can provide the appropriate mix of skill,expertise,diversity and

35、 experience necessary in representing the interests of all shareholders.I continue to feel that we have such a combination and will continue to ensure that we remain current with best market practice.AGM,Shareholder Meeting and Shareholder CommunicationAt the end of the Annual Report is the notice c

36、onvening the AGM to be held on 4th November 2019 in Guernsey,along with the schedule of resolutions for consideration.As ever,we encourage all shareholders to avail themselves of the opportunity to vote on the resolutions.The Board wishes to ensure that shareholders have access to a range of up-to-d

37、ate information about the Fund.As well as releasing announcements to the London Stock Exchange and issuing the Annual and Half-Yearly Reports,we encourage all shareholders to refer to the information on investment performance and portfolio activity contained in the Funds monthly factsheets.These and

38、 other Fund literature can be found on the Funds website:.Shareholders will also find at the end of this Annual Report an invitation to the Funds annual Shareholder Information Meeting which this year will take place on 5th November 2019 at the Managers office in London.We hope that as many sharehol

39、ders as possible will take this opportunity to hear directly from representatives of the Manager.In general,the Manager will usually be best placed to address queries from shareholders.Clearly,however,it is important for shareholders to be able to communicate directly with the Board when necessary.I

40、 have continued to speak regularly with major shareholders over the year but invite any shareholders to contact me or Russell Edey(as Senior Independent Director),or indeed any of the Board,with comments and feedback.We can be reached via either the Manager or the Administrator at the addresses on p

41、age 75 of this Report.OutlookWhile the short-term performance of the Fund is obviously pleasing,we are reminded by the Manager that the portfolio remains focused on the long term,in maintaining a disciplined and consistent investment approach across inevitable market fluctuations.We remain optimisti

42、c on the longer-term outlook for Emerging Markets,for many of the reasons that were valid when the Fund was launched fully thirty years ago.We expect continued growth from rising working age populations in Emerging Markets,and continuing convergence with higher income countries.We also remain of the

43、 view that Emerging Market equities are less efficiently priced than their Developed Markets counterparts,highlighting the utility of a rigorous fundamental research process.Hlne PloixChairman30th September Genesis Emerging Markets Fund Limited8|Contents Strategic Report Portfolio Report Governance

44、Report Financial StatementsStrategy,Business Model and Principal RisksFund ObjectiveThe objective of the Fund is to achieve long-term capital growth,primarily through investment in listed equity markets of developing countries.Investment StrategyThe core element of our strategy is to appoint and ret

45、ain a high-quality manager whose investment philosophy best matches the Funds objective,and carefully monitor the Funds performance.The Board believes that the Funds Manager can best deliver excellent long-term performance by working as a team to make investments in quality businesses at attractive

46、prices as explained below.Business and StatusThe Fund is a closed-ended investment scheme authorised by the Guernsey Financial Services Commission and is listed on the London Stock Exchange.The Fund was incorporated in Guernsey on 7th June 1989 and commenced business on 19th September 1989.Reviews o

47、f the Funds activities are included in the Chairmans Statement on pages 6 to 7 and Managers Review on pages 14 to 16.There has been no significant change in the activities of the Fund during the year to 30th June 2019 and the Directors anticipate that the Fund will continue to operate in the same ma

48、nner during the current financial year.Business Model and Investment ProcessThe Fund has no employees or premises and the Board is comprised of non-executive Directors.The day-to-day operations and functions of the Fund have been delegated to third-party service providers who are subject to the over

49、sight of the Board.During the year under review GAM,LLP provided investment and risk management services,JP Morgan Chase Bank was the Custodian and JP Morgan Administration Services(Guernsey)Limited was the Administrator and Company Secretary.The Board regularly reviews the performance and risks of

50、its primary service providers and checks that they have appropriate frameworks in place for the oversight of their internal controls,monitoring and reporting.In line with the stated investment philosophy,the Manager employs a bottom-up investment approach with individual members of its investment te

51、am taking responsibility for analysis on individual companies.The investment process is founded on proprietary internal research,with the Managers structure designed to allow a cohesive team of investors to generate fundamental research insights and,subject to rigorous challenge,express those insigh

52、ts in the portfolio.The Funds portfolio is diversified across countries and industries and comprises approximately 110 holdings(currently representing some 32 different countries),to give a range of 10-15 per team member.The Manager believes that when its team concentrates on a smaller number of ide

53、as,the research can be deeper and insights more valuable.Over the last few years,the Manager has increased this depth of focus and concentration,actively reducing the number of holdings in the Funds portfolio from 142 three years ago to 112 at the end of the 2019 financial year.|9Genesis Emerging Ma

54、rkets Fund L Contents Strategic Report Portfolio Report Governance Report Financial StatementsThe portfolio comprises holdings in predominantly high-quality,sustainable businesses,both large and small.As part of their analysis the Managers team determines quality ratings for each company,which prima

55、rily measure a business ability to generate sustainable excess returns on capital and US$intrinsic value stability.Many factors are incorporated into this analysis:as well as company-specific elements,the team considers the political and macroeconomic framework in which the company operates.Environm

56、ental,Social and Governance(ESG)considerations are included in the analysis of sustainability,and the team takes ESG factors into account when determining the quality rating of a business.The Manager recognises that governance issues in particular are relevant to all companies and has laid out the k

57、ey principles that it expects companies to follow from a corporate governance perspective.Given that the average holding period of investments in client portfolios has consistently been more than five years and that this characteristic is expected to persist,the Manager is comfortable buying into re

58、latively illiquid situations and building positions gradually.In the Managers experience the trading liquidity of a stock improves as its underlying merits are gradually appreciated by a wider domestic and international investor base.Turnover is correspondingly low;typically of the order of 20-25%pe

59、r annum(although for the 12 months ended 30th June 2018 and 2019,it was slightly higher).There is no specific company market capitalisation range in which the Manager invests,and it is prepared to take positions in smaller-capitalisation stocks where compelling investment cases are found,in the beli

60、ef that these can be a source of particularly attractive long-term investment opportunities.The Fund invests in a large number of emerging markets,many of which are not represented in the standard indices.The Manager aims to retain as much flexibility as possible with respect to portfolio constraint

61、s.Because the Manager aims to invest in companies that can compound shareholders capital,but also aims to invest at a discount to intrinsic value,the portfolio tends to have both growth and value characteristics.The portfolios investments are primarily listed equity securities.However,the Fund will

62、also hold positions in Genesis affiliated investment companies,Participatory notes and Investee Funds,where appropriate.Details of the Funds portfolio are shown on pages 21 to 26.The Fund does not engage in any active management of foreign currency risk and the portfolio is currently unleveraged(ref

63、er to notes 14(b)and 14(e)respectively).The Fund has participated in securities lending activities with JP Morgan Chase Bank N.A.since April 2016(refer to note 2(n).Principal Risks and Risk ManagementThe main risks to the value of its assets arising from the Funds investment in financial instruments

64、 are unanticipated adverse changes in market prices and foreign currency exchange rates and an absence of liquidity.The Board reviews and agrees with the Manager policies for managing each of these risks and they are summarised on the following page.These policies have remained unchanged since the b

65、eginning of the period to which these financial statements relate.Volatility of emerging markets and market riskThe economies,currencies and the financial markets of a number of developing countries in which the Fund invests may be extremely volatile.To manage the risks posed by adverse price fluctu

66、ations the Funds investments are geographically diversified,and will continue to be so.The exposure to any one company or group(other than an investment company,unit trust or mutual fund)is unlikely to exceed 5%of the Funds net assets at the time the investment is made.The Articles of Incorporation

67、place a limit of 10%for securities issued by one company but the Board use 5%for monitoring Genesis Emerging Markets Fund Limited10|Contents Strategic Report Portfolio Report Governance Report Financial StatementsForeign currency exposureThe Funds assets will be invested in securities of companies i

68、n various countries and income will be received by the Fund in a variety of currencies.However,the Fund will compute its net asset value and distributions in US dollars.The value of the assets of the Fund as measured in US dollars may be affected favourably or unfavourably by fluctuations in currenc

69、y rates and exchange control regulations.Further,the Fund may incur costs in connection with conversions between various currencies.The Fund has opted not to engage in any active management of foreign currency risk,and therefore all its open foreign exchange positions are typically unhedged.Lack of

70、liquidityTrading volumes on the stock exchanges of developing countries can be substantially less than in the leading stockmarkets of the developed world and trading may even be temporarily suspended during certain periods.Liquidity can also be negatively impacted by temporary capital controls in ce

71、rtain markets.A lower level of liquidity can exaggerate the fluctuations in the value of investments described previously.The restrictions on concentration and the diversification requirements detailed above also serve normally to protect the overall value of the Fund from the risks created by the l

72、ower level of liquidity in the markets in which the Fund operates.Custody risk and cyber securityThe Fund is also exposed to operational risks such as custody risk and cyber security breaches.Custody risk is the risk of loss of securities held in custody occasioned by the insolvency or negligence of

73、 the Custodian.Although an appropriate legal framework is in place that eliminates the risk of loss of value of the securities held by the Custodian,in the event of its failure,the ability of the Fund to transfer the securities might be temporarily impaired.The day-to-day management of these risks i

74、s carried out by the Manager under policies approved by the Board.The risk represented by breaches in cyber security is carefully monitored by the Manager,Custodian and Administrator with appropriately designed and tested controls.Investment policy and processInappropriate investment policies and pr

75、ocesses may result in under performance against the Funds peer group.The Board manages these risks by ensuring a diversification of investments and regularly reviewing the portfolio asset allocation and investment process.In addition,certain investment restrictions have been set and these are monito

76、red as appropriate.Investment strategy and share price movementsThe objective of the Fund is to achieve long term capital growth and it is exposed to the effect of variations in the price of its investments.A fall in the value of its portfolio will have an adverse effect on shareholders funds.The Bo

77、ard reviews the Funds investment strategy and the risk of adverse share price movements at its Board meetings taking into account the economic climate,market conditions and other factors that may have an effect on the sectors in which the Fund invests.There can be no assurances that depreciation in

78、the value of the Funds investments will not occur but the Board seeks to reduce this risk.Discount to net asset valueA discount in the price at which the Funds shares trade to net asset value would mean that shareholders would be unable to realise the true underlying value of their investment.As a m

79、eans of controlling the discount to net asset value the Board has the ability to buy back shares.The Board reviews the Funds discount to net asset value on a regular basis.|11Genesis Emerging Markets Fund L Contents Strategic Report Portfolio Report Governance Report Financial StatementsCredit and c

80、ounterparty riskThe failure of the counterparty to a transaction to discharge its obligations under that transaction could result in the Fund suffering a loss.OperationalFailure of the core accounting systems,or a disastrous disruption to the Administrators or Managers business,could lead to an inab

81、ility to provide accurate reporting and monitoring.Loss of Key PersonnelThe day-to-day management of the Fund has been delegated to the Manager.Loss of the Managers key employees could affect investment returns.The Board is aware that GAM,LLP and GIM,LLP recognises the importance of its employees to

82、 the success of its business.Its remuneration policy is designed to be market competitive in order to motivate and retain staff and succession planning is regularly reviewed.Other MattersViability StatementIn accordance with provision C.2.2.of the 2016 UK Corporate Governance Code,as issued by the F

83、inancial Reporting Council(FRC)in April 2016,the Board has assessed the prospects of the Fund over the next three years.The Board considers that this period of time is appropriate to assess the viability of the Fund given the inherent uncertainty in the global emerging markets and the Funds investme

84、nt cycle.As part of its assessment,the Board has considered the Funds business model including its investment objective and investment policy as well as the principal risks and uncertainties that may affect the Fund.The Board has noted that:The Funds investment objective is to achieve capital growth

85、 over the long term and the Board believes shareholders should regard the Fund as a long-term investment.The average holding period for companies in the Funds portfolio is currently over five years,with turnover at around 35%over the last twelve months.These attributes reflect the Managers long-term

86、 fundamental approach.The Funds portfolio consists of a diversified group of companies from a large number of emerging market countries.The majority of these are traded on major international stock exchanges.In the opinion of the Manager,the portfolio is sufficiently liquid to meet all ongoing and f

87、uture liabilities arising from the Funds day-to-day business.No significant increases to ongoing charges or operational expenses are anticipated.A potential Tender Offer of 25%of the Funds shares,to be implemented in 2021 if performance over the five years to June 2021 is not ahead of the Index.The

88、Board has therefore concluded that there is a reasonable expectation that the Fund will be able to continue in operation and meet its liabilities as they fall due over the next three years.Key Performance IndicatorsAt their Board meetings the Directors consider a number of performance indicators to

89、help assess the Funds success in achieving its objectives.The key performance indicators used to measure the performance of the Fund over time are as follows:Net asset value changes over time;Genesis Emerging Markets Fund Limited12|Contents Strategic Report Portfolio Report Governance Report Financi

90、al Statements Participating Preference Share price movement;A comparison of Participating Preference Share price and net asset value against its peer group;Discount/premium to net asset value.Information on some of the above key performance indicators and how the Fund has performed against them can

91、be found on pages 4 and 5.Details of the Directors of the Fund and their biographies are set out on pages 28 and 29.The Funds policy on board diversity is included in the Directors Report on page 41.Environmental,Social and Governance FactorsAs a bottom-up investor,Genesis investment approach lends

92、itself naturally to the integration of ESG factors at the company level,as part of the ongoing qualitative judgement of a companys sustainable competitive advantage and persistent capacity to generate sustainable excess returns.Genesis believes the evaluation of ESG factors contributes to a broader

93、and deeper understanding of the strategic direction of a company and allows for a more accurate assessment of the risks and future costs.Genesis pays particular attention to the quality of company management including their alignment of interests with minority investors.The Genesis investment team a

94、ssesses ESG factors,including climate-related risks and opportunities,in the context of materiality,mindful of the Sustainability Accounting Standards Board framework.Sector Specialists are responsible for assessing the materiality and relevance of ESG factors in their respective sectors and providi

95、ng an ESG framework to the team.Each portfolio manager is individually responsible for the integration of the relevant ESG factors into their investment analysis of a company,before investing in a company and throughout the investment period.Signed on behalf of the BoardHlne Ploix30th September 2019

96、|13Genesis Emerging Markets Fund L Contents Strategic Report Portfolio Report Governance Report Financial StatementsPortfolio RGenesis Emerging Markets Fund Limited14|Contents Strategic Report Portfolio Report Governance Report Financial StatementsManagers ReviewInvestment EnvironmentWe believe that

97、 we can best deliver excellent long-term investment performance by working as a team to make investments in quality businesses at attractive prices.Our investment process is structured to enable a cohesive team of experienced Portfolio Managers to generate fundamental research insights and,subject t

98、o rigorous challenge,express those insights in client portfolios.Although the average holding period for positions in the Fund is long(in excess of five years),we have in the past been decisive when market conditions have presented compelling valuation opportunities.Volatility in the Funds financial

99、 year particularly in the fourth quarter of 2018 was one such occasion.We capitalised on this environment to add several new positions in China which were previously not competitive relative to the wider portfolio.This reorientation of the portfolio has become one of the key drivers to performance i

100、n the second half of the Funds financial year.In the current volatile market conditions,the Funds NAV outperformed the MSCI EM(TR)Index over the 12-month period,gaining 9.0%in sterling terms(adjusted for dividends paid)compared to a rise of 5.4%for the index.We want to take this opportunity to remin

101、d shareholders that while it is always pleasing to generate strong short-term relative performance,we remain focused on the long term.Our philosophy and process have not changed.Rather than focusing our efforts on short-term investment outcomes,which we cannot control,we focus our efforts on what we

102、 can:our investment process and the quality of our investment decisions.This allows us to maintain a disciplined,consistent investment approach despite inevitable fluctuations in performance.PerformanceOur Chinese positions were the standout contributors to relative performance over the period,drive

103、n largely by the performance of three portfolio holdings:the baijiu producer Wuliangye Yibin(up 61%in GBP),insurer AIA(up 30%)and New Oriental Education(up 74%),which was introduced to the portfolio towards the end of 2018.Further value was added from our positions in Brazil,where investment bank BT

104、G Pactual(up 204%)was one of several notable outperformers.In aggregate,the portfolios Brazilian holdings rose 80%against a 45%gain by MSCI Brazil.Our exposure to private banks in India also bore fruit with HDFC Bank rising 22%and Axis Bank posting a 63%gain over the period.We also added value in So

105、uth East Asia with the portfolios overweight exposure in the strong Thai market joining stock performance gains in Indonesia,from Bank Central Asia(up 49%)and Semen Indonesia(up 41%since purchased in August last year).Our investments in a number of Turkish companies resulted in an overweight exposur

106、e in a market that has lost credibility over the past twelve months and this was the biggest detractor from relative performance.The portfolio lost further value in South Africa,although this was due to the performance of the mostly non-domestic health care provider Mediclinic(down 41%);and two fron

107、tier markets in the portfolio,Nigeria and Vietnam,also underperformed.Despite a 20%gain by Sberbank,a top five portfolio holding,Russia was also a detractor as the large Russian energy SOEs in the benchmark,which we do not hold in the portfolio,had a strong period.Substantial gains were generated in

108、 three sectors financials,consumer and IT all through stock performance.In financials,notable returns were derived from holdings located across a variety of markets.Joining those stocks noted above from China,India,Indonesia and Russia were BB Seguridade(up 53%)and Itau(up 59%)in Brazil,Commercial I

109、nternational Bank(up 21%)in Egypt and OTP(up 16%)in Hungary.It was a similar story in the consumer sectors where Universal Robina(Philippines),CP All(Thailand),Kimberly Clark(Mexico),Jeronimo Martins(Poland)and Heineken assisted the strong performing Chinese consumer names.Value was also added in IT

110、 from a combination of being underweight in both Taiwanese tech hardware and,for the first six months,Chinese internet,and also from the strong performance by the Brazilian software companies Linx(up 112%)and TOTVS(up 70%).However,these gains were partially offset from being underweight in the stron

111、g energy sector where several SOEs,which are generally not invested in for governance reasons,outperformed.|15Genesis Emerging Markets Fund L Contents Strategic Report Portfolio Report Governance Report Financial StatementsRelative Performance Attribution in GBP 12 Months to 30th June 2019GEMFvs.MSC

112、IEM(TR)IndexTop 10 Stock Contributors%Wuliangye Yibin(China)1.52BTG Pactual(Brazil)0.90New Oriental Education(China)0.81AIA(China)0.79Baidu(China)0.72Tencent(China)0.64Sberbank(Russia)0.59Axis Bank(India)0.47BB Seguridade(Brazil)0.44BCA(Indonesia)0.41Top 10 Stock Detractors%Mediclinic(South Africa)(

113、0.79)Naver(South Korea)(0.44)BancoBradesco(Brazil)(0.41)Petrobras(Brazil)(0.38)Sina(China)(0.38)Tingyi(China)(0.33)Gazprom(Russia)(0.33)PinganInsurance(China)(0.32)Cognizant(India)(0.31)AAC(China)(0.30)StocksinitalicsarenotheldintheportfoliobutarepartoftheIndexatperiodendSector%Financials2.67IT1.65C

114、onsumer Discretionary1.39Consumer Staples0.64Health Care0.55Materials0.44Real Estate0.10Utilities(0.19)Industrials(0.20)Communication Services(0.69)Energy(1.04)Top 5 Country Contributors%China4.01Brazil1.22Thailand0.43Indonesia0.36South Korea0.33Top 5 Country Detractors%Turkey(0.59)South Africa(0.53

115、)Russia(0.45)Nigeria(0.41)Vietnam(0.33)Source:CalculatedbyFactSetPortfolio ActivityThere was considerable activity in China during the period.Weakness in certain sectors around the end of 2018 and beginning of 2019 presented opportunities to introduce a number of new holdings including New Oriental

116、Education,Momo,Focus Media and Sunny Optical.We initiated a position in Tencent at the end of a twelve-month review period:the portfolios largest holding,Naspers,had outperformed Tencent by 15%in the first half of 2019 due to various factors,including the unbundling of its video entertainment busine

117、ss,MultiChoice,and the upcoming listing of its international internet assets in Amsterdam.The discount between the two narrowed and reached a level attractive enough to initiate a switch and hold Tencent directly.There were notable additions to three existing Chinese positions,internet companies Ali

118、baba and and baijiu company Wuliangye,the latter as its share price fell during the second half of 2018 and early in 2019.There was also plenty of sales activity in China with seven holdings exiting the portfolio including China Overseas Land and Investment and Yum China.Some profits were also taken

119、 in Wuliangye in April as its share price rallied by over 100%from its lows seen just three months Genesis Emerging Markets Fund Limited16|Contents Strategic Report Portfolio Report Governance Report Financial StatementsPurchase activity elsewhere included increases in the Russian holdings Sberbank

120、and Yandex,increases in Naver during weakness in the South Korean market,and initiation of three new positions:Amorepacific,Kangwon Land and SK Hynix.Elsewhere,opportunities to build a meaningful position in Gruma(Mexico)on share price weakness were taken and Semen Indonesia was reintroduced followi

121、ng a fall in the Indonesian cement price and a positive change in industry dynamics.We also added to Mediclinic in the final quarter of 2018.In Brazil and India,a number of holdings were reduced following strong relative share price performance.In Brazil,the bank Ita was trimmed following the Brazil

122、ian market rally around the time of Bolsonaros convincing election victory in October,while GPA,Rumo and Ultrapar all exited the portfolio.In India,we trimmed the IT services company Infosys and banks Axis and Kotak Mahindra.Elsewhere,several other holdings from the financials sector were reduced in

123、cluding BCA(Indonesia)and Korean insurer Samsung Fire&Marine.Overall,there was net selling worth 6%of the portfolio in financials.We also trimmed the IT hardware giants TSMC(Taiwan)and Samsung Electronics(South Korea)and also Heineken and Central Pattana(Thailand).At the end of the period,there were

124、 112 holdings in the portfolio,with 18 new positions and 33 positions exited.30th Anniversary and OutlookThe end of the Funds financial year marked the 30th anniversary for the Fund and our business.We believe that our longevity is down to four factors which we feel are difficult to replicate and su

125、stain together:The first is our sophisticated and aligned institutional clients,including the shareholders of GEMF throughout the entire period.The second is our structure as an owner-managed single-strategy house,which allows us to focus.The third is our rigorous fundamental research process unique

126、ly suited to our EM specialisation.And the fourth pillar is our diverse team of skilled and experienced professionals that,through collaboration,acts with greater wisdom than any of us could alone.We have established a strong reputation and long-term relationships with corporate management teams acr

127、oss the EMs,a network of insightful expert contacts,and a database of notes and models built up over 30 years.We can see whether the companies have delivered against their stated strategies over long periods of time,which is particularly useful in assessing the reputation and alignment of controllin

128、g shareholders.We have worked hard to institutionalise the lessons from both our successes and failures.We observe that many investors end up relearning the same lessons by making the same mistakes as their predecessors,and we seek to use our experience to avoid these pitfalls.We remain optimistic o

129、n the long-term outlook for the Fund for many of the reasons that were valid 30 years ago.One reason for this optimism stems from the four pillars of our success noted above.Additionally,we remain convinced of the investment opportunity in EMs:first,we expect continued growth from rising working age

130、 populations and continuing economic convergence with higher income countries;and second,EM equities are less efficiently priced versus their DM counterparts.Over the past 30 years,we have delivered almost 300 basis points of annual relative performance gross of fees.We have every intention of match

131、ing that in the coming years.Genesis Investment Management,LLPSeptember 2019|17Genesis Emerging Markets Fund L Contents Strategic Report Portfolio Report Governance Report Financial StatementsCountry and Sector Exposure of the Portfolioasat30thJune2019Relative to BenchmarkRelative to Benchmark(1)Inc

132、ludesNaspers(4.3%portfolioweight,2.4%overweightrelativetobenchmark)despitethemajorityofitsvaluebeingderivedfromTencent(China)(2)CompanieslistedondevelopedmarketstockexchangeswithnodistinctindividualEMcountryexposure24.2%10.2%10.0%7.2%6.2%5.2%4.1%3.6%2.6%2.6%2.1%2.1%4.2%ChinaIndiaSouth KoreaSouth Afr

133、ica(1)RussiaBrazilThailandMexicoTurkeyIndonesiaVietnamTaiwanDM-Listed(2)(7.3)%1.3%(2.4)%1.3%2.2%(2.5)%1.1%1.0%2.1%0.5%2.1%(8.7)%4.2%37.7%19.1%11.8%11.5%6.4%5.7%3.4%0.8%0.8%0.8%0.3%1.7%ConsumerBanksInformationTechnologyCommunicationServicesFinancialsexBanksHealthCareMaterialsIndustrialsInvestmentComp

134、aniesRealEstateEnergyUtilitiesCash17.7%0.5%(2.1)%(0.2)%(0.1)%3.0%(4.2)%(4.6)%0.8%(2.2)%(7.6)%(2.7)%1.7%BasedonGEMFandMSCIEM(TR)IGenesis Emerging Markets Fund Limited18|Contents Strategic Report Portfolio Report Governance Report Financial StatementsTwenty Largest Holdingsasat30thJune2019Naspers(Sout

135、h Africa)4.31%ConsumerDiscretionary A South African internet and entertainment group,with the majority of its value derived from the companys investment in Tencent,the leading Chinese internet service provider.Sberbank(Russia)3.84%FinancialsThe largest bank in Russia,accounting for almost 30%of aggr

136、egate banking assets.AIA Group(China)3.68%Financials The company writes life insurance for individuals and businesses,accident and health insurance,retirement planning,and wealth management services.Alibaba Group(China)3.56%ConsumerDiscretionary The worlds largest e-commerce company by gross merchan

137、dise volume,also operating a financial services business(including the largest online payments mechanism in China),and a cloud computing business.Samsung Electronics(South Korea)3.37%InformationTechnology A global leader in the IT hardware industry,producing handsets,semiconductors(mostly memory),LC

138、D panels and a wide range of consumer electronics and digital (China)2.44%CommunicationServices A classified advertisements website serving consumers and local merchants in China.It is the market leader in the property and blue collar jobs sectors and also generates revenue from advertisements for u

139、sed cars and general services.Wuliangye Yibin(China)2.35%ConsumerStaples A leading producer and seller of baijiu,the traditional Chinese fermented spirit.It has products across a range of price levels but its main product is the eponymous Wuliangye,a premium spirit made from five grains which accoun

140、ts for 70%of revenue.New Oriental Education(China)2.16%ConsumerDiscretionary The largest provider of private educational services in China,encompassing pre-school education,general courses for students of various ages,online education,overseas study and textbook publishing.|19Genesis Emerging Market

141、s Fund L Contents Strategic Report Portfolio Report Governance Report Financial StatementsTaiwan Semiconductor Manufacturing Company(Taiwan)2.15%InformationTechnology The worlds largest dedicated semiconductor foundry,manufacturing integrated circuits for computer,communications and consumer electro

142、nics applications.Vietnam Dairy Products(Vietnam)1.81%ConsumerStaples Also known as Vinamilk,it is the dominant dairy company in Vietnam with 40%market share.Jiangsu Yanghe Brewery(China)1.73%ConsumerStaples A Chinese spirits producer,focusing primarily on the mid-end range of the clear liquor known

143、 as baijiu.Housing Development Finance Corporation(India)1.64%Financials One of Indias largest mortgage finance companies,it also has a presence in banking,life and general insurance,asset management,venture capital and real estate.Cognizant Technology Solutions(India)1.63%InformationTechnology A gl

144、obal provider of outsourced information technology services including custom software development,software maintenance and testing,third-party software implementation,technology consulting,tech infrastructure management and business process outsourcing.Naver(South Korea)1.62%CommunicationServicesOwn

145、s the leading search engine in South Korea,which has 75%market share,and the dominant instant messenger in Japan,Taiwan and Thailand.Liberty Global LiLaC(United Kingdom)1.52%CommunicationServices A leading telecommunications company offering cable,business and mobile services in more than 20 countri

146、es,with operations in Chile,Puerto Rico,the Caribbean and other parts of Latin America.Bangkok Dusit Medical Services(Thailand)1.51%HealthCare The largest private hospital operator in Thailand,and second largest in Asia,operating 46 hospitals serving patients from all income segments and geographica

147、l regions.Heineken(Netherlands)1.44%ConsumerStaples A leading international brewer with emerging markets accounting for approximately 70%of earnings.It has significant market positions in Central&Eastern Europe,Mexico,Africa and AGenesis Emerging Markets Fund Limited20|Contents Strategic Report Port

148、folio Report Governance Report Financial StatementsSemen Indonesia(Indonesia)1.40%Materials The largest cement producer in Southeast Asia with plants on the islands of Java,Sumatra and Sulawesi which are supported by a distribution network across Indonesia.China Mengniu Dairy(China)1.38%ConsumerStap

149、les One of the leading dairy companies in China,providing a full suite of products including liquid milk,yoghurt,ice cream and infant formula.Mediclinic International(South Africa)1.35%HealthCareFounded in 1983 in South Africa,it is a leading private hospital operator in South Africa,the United Arab

150、 Emirates and Switzerland,focusing on premium end,quality care.|21Genesis Emerging Markets Fund L Contents Strategic Report Portfolio Report Governance Report Financial StatementsThe Portfolioasat30thJune2019SectorFair Value($000)Proportion of Fund(%)Argentina(2018 0.23%)Loma Negra ADRMaterials2,254

151、0.172,2540.17Brazil(2018 5.87%)Banco BTG PactualFinancials12,7740.98BB SeguridadeFinancials11,8810.91Itasa Investimentos Ita(Preferred)Financials11,2770.86LinxInformation Technology6,0460.46Lojas Americanas(Ordinary)Consumer Discretionary5,1390.39Notre Dame IntermedicaHealth Care4,0580.31OdontoPrevH

152、ealth Care6,2440.48TOTVSInformation Technology10,7850.8468,2045.23China(2018 18.66%)3Sbio Health Care4, ADRCommunication Services31,8312.44AAC TechnologiesInformation Technology6,0030.46AIA GroupFinancials48,0963.68Alibaba Group ADRConsumer Discretionary46,5183.56China Mengniu DairyConsumer Staples1

153、8,0551.38Focus Media Information Technology AInformation Technology10,0320.77Fuyao GlassConsumer Discretionary4,2570.33Jiangsu Yanghe Brewery AConsumer Staples22,5411.73Midea Group AConsumer Discretionary1,7130.13Momo Communication Services12,6170.97Netease Communication Services12,4750.96New Orient

154、al Education and Tech ADR Consumer Discretionary28,2482.16Sina CorpCommunication Services8,8100.67Sunny Optical Technology GroupInformation Technology10,3830.80TencentCommunication Services7,6050.58Weibo Corp Communication Services1,2330.09WH GroupConsumer Staples12,2090.94Wuliangye Yibin AConsumer

155、Staples30,7462.35318,Genesis Emerging Markets Fund Limited22|Contents Strategic Report Portfolio Report Governance Report Financial StatementsSectorFair Value($000)Proportion of Fund(%)Colombia(2018 1.11%)BancolombiaFinancials3,7300.29Bancolombia ADRFinancials6,9960.54PriceSmartConsumer Staples3,968

156、0.3014,6941.13Egypt(2018 0.69%)Commercial lnternational BankFinancials9,7460.75Commercial International Bank GDRFinancials3,4680.26Edita Food IndustriesConsumer Staples2,6280.2015,8421.21Greece(2018 0.65%)OPAPConsumer Discretionary13,9881.0713,9881.07Hungary(2018 0.95%)OTP BankFinancials14,3181.1014

157、,3181.10India(2018 12.05%)Axis BankFinancials16,1831.24Cognizant Technology SolutionsInformation Technology21,3181.63Crompton Greaves Consumer ElectricalsConsumer Discretionary7840.05Godrej Consumer ProductsConsumer Staples7,8770.60HDFC BankFinancials16,7881.29Housing Development Finance Corporation

158、Financials21,3451.64InfosysInformation Technology4,5940.35Infosys ADRInformation Technology1,1670.09Kotak Mahindra BankFinancials17,3061.33Pidilite IndustriesMaterials9,6430.74Sun Pharmaceutical IndustriesHealth Care11,9510.92Tata Consultancy ServicesInformation Technology5,4230.42134,37910.30Indone

159、sia(2018 1.70%)Bank Central AsiaFinancials12,5760.96Indocement Materials3,5850.28Semen Indonesia Materials18,2981.4034,4592.64|23Genesis Emerging Markets Fund L Contents Strategic Report Portfolio Report Governance Report Financial StatementsSectorFair Value($000)Proportion of Fund(%)Jordan(2018 0.6

160、8%)Hikma PharmaceuticalsHealth Care8,5000.658,5000.65Kenya(2018 0.50%)Equity BankFinancials3,1810.243,1810.24Luxembourg(2018 0.01%)Genesis Smaller Companies SICAV(3)Investment Companies1880.011880.01Malaysia(2018 0.11%)7-Eleven MalaysiaConsumer Staples1,1920.09Malaysia Airports Industrials3,5770.284

161、,7690.37Mauritius(2018 0.37%)ECP Africa Fund II(1)(2)Investment Companies4,6140.354,6140.35Mexico(2018 3.66%)Amrica Mvil ADRCommunication Services5,1410.39GrumaConsumer Staples12,7170.97Grupo Financiero BanorteFinancials3,4850.27Grupo Financiero lnbursa SAB de CVFinancials4,9290.38Kimberly-Clark de

162、MexicoConsumer Staples11,7170.90Megacable HoldingsCommunication Services7,4020.56TelesitesCommunication Services1,2680.1046,6593.57Morocco(2018 0.45%)Attijariwafa BankFinancials5,6840.445,6840.44Netherlands(2018 2.12%)HeinekenConsumer Staples14,3961.10Heineken HoldingConsumer Staples4,4530.3418,Gene

163、sis Emerging Markets Fund Limited24|Contents Strategic Report Portfolio Report Governance Report Financial StatementsSectorFair Value($000)Proportion of Fund(%)Nigeria(2018 2.23%)Dangote CementMaterials8,2210.63Guaranty Trust BankFinancials4,0170.31Guaranty Trust Bank GDRFinancials2,5030.19Nestle Ni

164、geriaConsumer Staples2,8110.22Nigerian Breweries PLCConsumer Staples2,1260.1619,6781.51Peru(2018 1.09%)CredicorpFinancials9,8560.769,8560.76Philippines(2018 0.98%)Puregold Price ClubConsumer Staples7,4770.57Universal RobinaConsumer Staples12,3770.9519,8541.52Poland(2018 1.07%)Jeronimo MartinsConsume

165、r Staples13,1931.0113,1931.01Romania(2018 0.99%)Banca TransilvaniaFinancials7,1050.54New Century Holdings Balkan(1)(2)Investment Companies6,0300.4713,1351.01Russia(2018 5.02%)AlrosaMaterials2,7310.21MagnitConsumer Staples12,0770.93Moscow ExchangeFinancials2,3570.18SberbankFinancials50,2943.84YandexC

166、ommunication Services14,2961.1081,7556.26Saudi Arabia(2018 0.55%)Almarai HSBC P-Note(20/07/2020)Consumer Staples5,9390.465,9390.46|25Genesis Emerging Markets Fund L Contents Strategic Report Portfolio Report Governance Report Financial StatementsSectorFair Value($000)Proportion of Fund(%)South Afric

167、a(2018 9.07%)Bid CorpConsumer Staples14,0931.08Mediclinic InternationalHealth Care17,7181.35MTN GroupCommunication Services6,9690.54NaspersConsumer Discretionary56,2994.3195,0797.28South Korea(2018 10.61%)Amorepacific CorpConsumer Staples1,2520.10Amorepacific Group Consumer Staples5,4810.42E-MARTCon

168、sumer Staples4,4560.34GS Retail Consumer Staples6,6100.51Hanon SystemsConsumer Discretionary7,1950.54HanssemConsumer Discretionary2,9940.23Kangwon Land Consumer Discretionary9,8930.76NaverCommunication Services21,1171.62Samsung Electronics(Ordinary)Information Technology12,4950.96Samsung Electronics

169、(Preferred)Information Technology31,4242.41Samsung Fire&Marine InsuranceFinancials8,8280.68Samsung Fire&Marine Insurance(Preferred)Financials4170.03Shinhan Financial GroupFinancials11,8030.90Sk HynixInformation Technology7,2860.56131,25110.06Switzerland(2018 0.95%)RichemontConsumer Discretionary16,2

170、411.2416,2411.24Taiwan(2018 3.12%)Taiwan Semiconductor Manufacturing CompanyInformation Technology28,0102.1528,0102.15Thailand(2018 4.18%)Bangkok Dusit Medical ServicesHealth Care19,6411.51Central PattanaReal Estate10,1380.78CP AllConsumer Staples14,3791.10Thai BeverageConsumer Staples9,3060.7153,Ge

171、nesis Emerging Markets Fund Limited26|Contents Strategic Report Portfolio Report Governance Report Financial StatementsSectorFair Value($000)Proportion of Fund(%)Turkey(2018 3.46%)Anadolu Efes BiraclkConsumer Staples8,2280.63Coca-Cola ?ecekConsumer Staples4,1850.32MLP Salk HizmetleriHealth Care1,169

172、0.09ok Marketler TicaretConsumer Staples3,9280.30Trkiye Garanti BankasFinancials14,0671.08lker Biskvi SanayiConsumer Staples3,0590.2334,6362.65United Arab Emirates(2018 0.23%)ADNOC DistributionEnergy4,1750.32DP World Industrials7,3870.5711,5620.89United Kingdom(2018 1.61%)Liberty Global LiLaC ACommu

173、nication Services6,4730.49Liberty Global LiLaC CCommunication Services13,3891.0319,8621.52Vietnam(2018 2.54%)Mekong Enterprise Fund ll(1)(2)Investment Companies47 Mobile World InvestmentConsumer Discretionary4,5790.35Vietnam Dairy Products(Vinamilk)Consumer Staples23,5851.8128,2112.16Total Investmen

174、ts1,290,59298.88Net Current Assets14,6681.12TOTAL NET ASSETS1,305,260100.00(1)Unquotedsecurities,nottradedonanofficialStockExchangeorotherRegulatedMarket.(2)InvesteeFunds.TheFundsinvestmentsinnon-affiliatedinvestmentcompanies.(3)TreatingGenesisSmallerCompaniesSICAVonanon-look-throughbasis.ADRAmerica

175、nDepositaryReceipt.AnegotiablecertificateissuedbyaU.S.bankrepresentingaspecificnumberofsharesofaforeignstocktradedonaU.S.stockexchange.GDRGlobalDepositaryReceipt.Anegotiablecertificateheldinthebankofonecountryrepresentingaspecificnumberofsharesofastocktradedonanexchangeofanothercountry.|27Genesis Em

176、erging Markets Fund L Contents Strategic Report Portfolio Report Governance Report Financial StatementsGovernance RGenesis Emerging Markets Fund Limited28|Contents Strategic Report Portfolio Report Governance Report Financial StatementsBoard of DirectorsHlne PloixAppointed2ndNovember2012Chairman,Mem

177、ber of the Audit and Risk Committee,Chairman of the Nomination CommitteeHlne Ploix(French)is a Partner and former chairman of Paris-based private equity firm Pechel Industries.She has had an extensive career in finance and investment in the public and private sectors,both in France(primarily at the

178、French state-owned Caisse des Dpts et Consignations)and internationally(notably as an Executive Director at the IMF,World Bank and as a Member of the Investments Committee of the UN Joint Staff Pension Fund).She is currently a Non-Executive Director of Ferring(Switzerland)and SES-imagotag,Non-Execut

179、ive Chairman of Sogama Crdit Associatif and was previously at a number of other companies,including Sofina,The Boots Company PLC,BNP Paribas and Publicis.Mrs Ploix was educated at the Institut dEtudes Politiques,the University of California at Berkeley and INSEAD.She is based in France.Meeting Atten

180、danceBoard:3/3,Audit and Risk Committee:3/3,Nomination Committee:3/3Sujit BanerjiAppointed31stOctober2013DirectorSujit Banerji(Indian)is an independent advisor on corporate strategy to a number of companies in the finance and finance-related technology sectors globally.In 2009 he completed a 33 year

181、 career at Citigroup where he had been a Managing Director since 1996,latterly serving as Head of Strategy and Institutional M&A for Europe,the Middle East and Africa(MENA).His career at Citi covered a number of regional roles including strategy and corporate finance,and relationships with multinati

182、onal clients across the MENA region.He has also served as the country and region head for Citi in India,and as the head of the corporate business in Thailand.Over the course of his career he has been based in India,Bangladesh and Thailand as well as in Europe,and is currently based in Singapore.He w

183、as educated at the University of Poona(Pune)and the University of Bombay(Mumbai).Meeting AttendanceBoard:3/3,Audit and Risk Committee:n/a,Nomination Committee:3/3Russell EdeyAppointed1stJanuary2015Director,Chairman of the Audit and Risk Committee,Senior Independent DirectorRussell Edey(British)spent

184、 the majority of his career at NM Rothschild&Sons,where he held a number of positions over his 35 years at the bank,including Head of Corporate Finance and subsequently Non-Executive Deputy Chairman.He is a Non-Executive Director of Blackrock World Mining Trust plc.He previously spent 12 years as Ch

185、airman of AngloGold Ashanti in South Africa,and in recent years he has also served as a Non-Executive Director of Old Mutual plc,Associated British Ports plc,FKI plc,and Paris Orleans SA.He qualified as a Chartered Accountant and began his career in finance at Anglo American in South Africa.He is ba

186、sed in the UK.Meeting AttendanceBoard:3/3,Audit and Risk Committee:3/3,Nomination Committee:3/3|29Genesis Emerging Markets Fund L Contents Strategic Report Portfolio Report Governance Report Financial StatementsSaffet KarpatAppointed1stOctober2011Director,Member of the Audit and Risk CommitteeSaffet

187、 Karpat(Swiss/Turkish)is a consultant on strategy to management teams of organisations based in Turkey.He is a Board member of Eczacba group,a Turkish conglomerate with businesses in construction materials,consumer goods,mining and medical services.Previously he worked for Procter&Gamble(P&G)for 30

188、years in various financial and senior management roles across a number of emerging markets;prior to retiring from P&G in 2013 he was Vice President and General Manager of the Central and Eastern Europe and Middle East and Africa Division,responsible for Turkey,Central Asia,Israel and the Caucasian r

189、egion.From 2013 to 2016 he was a member of the Board and the Executive Committee of Sta Dairy Company,and he has been an investor in agriculture in the Aegean region of Turkey since 2011.He studied Business Administration at Istanbul University and received an MBA from Lausanne University.He is base

190、d in Switzerland.Meeting AttendanceBoard:3/3,Audit and Risk Committee:3/3,Nomination Committee:3/3Katherine TsangAppointed19thJuly2017DirectorKatherine Tsang(Canadian)spent 22 years with Standard Chartered Bank,latterly in the role of Chairperson of Greater China,before retiring in 2014.Following he

191、r retirement,Katherine founded Max Giant Capital,an asset management group focusing on direct investments in the financial industry in Asia,particularly in China.Katherine is currently an independent Non-Executive Director on the Board of Gap Inc.,and the Board of China CITIC Bank International Limi

192、ted.She also serves as a member of the Advisory Council for China of the City of London,and is an honorary Board member of Shanghai Jiao Tong University.She has previously served as an independent Non-Executive Director of Baoshan Iron&Steel Co.Limited,a member of the World Economic Forums Global Ag

193、enda Council on China,and a member of Sothebys Advisory Board.She is based in Hong Kong.Meeting AttendanceBoard:3/3,Audit and Risk Committee:n/a,Nomination Committee:3/3Dr John LlewellynAppointed30thOctober2009,retired 21stJune2019DirectorDr John Llewellyn(British)is the founder of Llewellyn Consult

194、ing,a London-based consultancy specialising in macroeconomics and environmental economics.From 1995 to 2008 he was Global Chief Economist and then Senior Economic Policy Advisor at Lehman Brothers.Previously he spent seventeen years at the OECD in Paris,in charge of international economic forecastin

195、g and policy analysis and,latterly,as Head of the Secretary-Generals Private Office(Chief of Staff).Prior to that,Dr Llewellyn spent ten years in academia(University of Cambridge).Meeting AttendanceBoard:3/3,Audit and Risk Committee:n/a,Nomination Committee:3/Genesis Emerging Markets Fund Limited30|

196、Contents Strategic Report Portfolio Report Governance Report Financial StatementsDirectors ReportThe Directors are pleased to present their thirtieth Annual Financial Report of the Fund,covering the year ended 30th June 2019.Financial PerformanceThe results and reserve movements for the year are set

197、 out in the Statement of Financial Position and Statement of Comprehensive Income on pages 50 and 51 and the Notes to the Financial Statements on pages 54 to 73.Results and DividendsThe total profit for the year for the Fund amounted to$47,931,000 compared to a total profit of$113,177,000 in the pre

198、vious year.Refer to the Managers Review on pages 14 to 16 for an explanation of the Funds performance.The Directors propose a dividend of 19.0 US cents per Participating Preference Share in respect of the year ended 30th June 2019(2018:19.0 US cents).If approved by shareholders at the AGM on 4th Nov

199、ember 2019,the dividend will be payable on 13th December 2019 to shareholders on the register at close of business on 15th November 2019.Capital ValuesAt 30th June 2019,the value of Equity Shareholders Funds was$1,305,260,000(2018:$1,408,466,000)a decrease of$103,206,000.The Net Asset Value per Part

200、icipating Preference Share was$10.75(2018:$10.44).During the year ended 30th June 2019,a tender offer for 10%of the Funds shares was approved and 13,496,306 Participating Preference Shares were repurchased and cancelled.A total of$128,058,000 of Equity was used to fund the buy back.Key Performance I

201、ndicatorsThe Highlights and Performance section on pages 4 and 5 show the Funds Key Performance Indicators including its performance and discount to its NAV over the last five years.ShareholdersShareholder RelationsThe Board recognises the need for good communications with its shareholders.The prima

202、ry medium through which the Fund communicates with shareholders is the Annual and Half Year Financial Report and the monthly Fact Sheet,which are available via the Funds website,www.genesisemf.co.uk.The Chairman of the Fund(and other Directors,periodically)is available for meetings with the Funds ma

203、jor shareholders at their request,and all Members of the Board are available for shareholders questions and significant matters arising.On behalf of the Board and often with members of the Board in attendance the Manager holds periodic meetings with the Funds major shareholders to discuss aspects of

204、 the Funds positioning,performance and outlook.In addition,all shareholders are invited to attend the Funds annual Information Meeting.The Board monitors the trading in the Funds shares and shareholder profile on a regular basis and maintains regular contact with the Funds brokers to ascertain the v

205、iews of the market.Sentiment is also ascertained by careful monitoring of the discount/premium that the shares trade on versus their NAV and the comparison with the Funds peer group.|31Genesis Emerging Markets Fund L Contents Strategic Report Portfolio Report Governance Report Financial StatementsNo

206、tifiable Interests in the Funds Voting RightsDuring the financial year,the following shareholders declared a notifiable interest in the Funds voting rights:ShareholderParticipating Preference Shares Held%Shares in IssueDate of NotificationCity of London Investment Management28,520,99623.57th March 2

207、019The following updates to notifiable interests in the Funds voting rights have been declared post the financial year-end:ShareholderParticipating Preference Shares Held%Shares in IssueDate of NotificationCity of London Investment Management33,700,86027.7 21st August 2019As at 30th August 2019,the

208、Board is also aware of the following significant shareholdings in the Fund:ShareholderParticipating Preference Shares Held%Shares in IssueStrathclyde Pension Fund26,992,04022.2Lazard Asset Management LLC Group12,984,49210.7Wells Capital Management10,877,4749.01607 Capital Partners4,220,0513.5Website

209、:The Annual Financial Report is published on the website,which is maintained by GIM,LLP.The maintenance and integrity of the website is,so far as relates to the Fund,the responsibility of the Investment Adviser.The work carried out by the auditors does not involve consideration of these matters and,

210、accordingly,the auditors accept no responsibility for any changes that may have occurred to the Annual Financial Report since they were initially presented on the website.Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from legislation in other

211、jurisdictions.Corporate GovernanceThe Board is accountable to shareholders for the governance of the Funds affairs.The Directors use this Report to detail the Funds corporate governance statement.The Fund is a member of the Association of Investment Companies(AIC)and the Board has considered the pri

212、nciples and recommendations of the 2016 AIC Code of Corporate Governance(AIC Code)by reference to the AIC Corporate Governance Guide for Investment Companies(AIC Guide).The AIC Code addresses all the principles set out in the UK Corporate Governance Code,as well as setting out additional principles

213、and recommendations on issues that are of specific relevance to the Fund.The Board considers that reporting against the principles and recommendations of the AIC Code,and by reference to the AIC Guide(which incorporates the UK Corporate Governance Code),will provide useful information to Genesis Eme

214、rging Markets Fund Limited32|Contents Strategic Report Portfolio Report Governance Report Financial StatementsAs a Guernsey incorporated company with a premium listing on the London Stock Exchange within the FTSE 250,the Fund is required to comply with Listing Rule 9.8.7(for overseas incorporated co

215、mpanies).This requires the Fund to state how it has applied the main principles set out in the 2016 UK Corporate Governance Code and whether it has complied with these provisions throughout the accounting period.The Fund is an Authorised Closed-Ended Investment Scheme regulated by the Guernsey Finan

216、cial Services Commission(GFSC).The GFSC requires compliance with the principles set out in the Finance Sector Code of Corporate Governance(Guernsey Code),or alternative codes accepted by the GFSC,in the context of the nature,scale and complexity of the business.The Board is committed to continuing c

217、ompliance with the revised AIC Code issued in February 2019 and which is effective for the reporting period commencing 1st July 2019.Statement of ComplianceThe Directors believe that during the year under review,they have complied with the provisions of the AIC Code and therefore,insofar as they app

218、ly to the Funds business,with the provisions of the 2016 UK Corporate Governance Code and Guernsey Code except as noted below.The role of Chief ExecutiveSince all Directors are non-executive and day-to-day management responsibilities are sub-contracted to the Manager,the Fund does not have a Chief E

219、xecutive.Executive Directors remunerationAs the Board has no Executive Directors,it is not required to comply with the principles of the 2016 UK Corporate Governance Code in respect of Executive Directors remuneration and does not have a Remuneration Committee.Internal audit functionAs the Fund dele

220、gates to third parties its day-to-day operations and has no employees,the Board has determined that there is no requirement for an internal audit function.The Directors annually review whether a function equivalent to internal audit is needed and will continue to monitor the Funds systems of interna

221、l controls in order to provide assurance that they operate as intended.In particular,the Directors review the processes and controls managed by relevant specialist staff at the Manager.Regulatory DisclosuresThe Alternative Investment Fund Managers Directive(AIFMD)The Manager is a limited liability p

222、artnership organised under the law of Delaware,USA and qualifies as a non-EU alternative investment fund manager(non-EU AIFM).Article 22 of AIFMD requires certain qualitative and quantitative disclosures on remuneration to assist the understanding of the risk profile of the Fund.Details of the Remun

223、eration Policy of the Manager and amounts attributable to the Fund are available on page 74.UK Listing Authority Listing Rules(LR)compliance with rule 9.8.4None of the disclosures required under LR 9.8.4 are applicable to the Fund.Annual General MeetingThis years AGM will be held on 4th November 201

224、9 at 10:30 a.m.at the offices of J.P.Morgan Administration Services(Guernsey)Limited,1st Floor,Les Echelons Court,Les Echelons,South Esplanade,St Peter Port,Guernsey GY1 6JB.|33Genesis Emerging Markets Fund L Contents Strategic Report Portfolio Report Governance Report Financial StatementsIn additio

225、n to the ordinary business to be conducted at the meeting,the following resolution will be proposed.Resolution 12:Authority to purchase own shares(special resolution)Resolution 12 is seeking to renew authority to purchase through the London Stock Exchange Participating Preference Shares representing

226、 14.99%of the issued share capital of the Fund.The decision as to whether the Fund purchases any such shares will be at the discretion of the Board.Purchases of Participating Preference Shares will be made within the guidelines permitted by the UK Listing Authority.Any Participating Preference Share

227、s which are repurchased may be held in treasury.If held in treasury,these shares may subsequently be cancelled or sold for cash at above their net asset value at the time of sale.RecommendationThe Board considers that the passing of the resolutions being put to the Funds AGM would be in the best int

228、erest of the Fund and its shareholders as a whole.It therefore recommends that shareholders vote in favour of resolutions 1 to 12,as set out in the Notice of Annual General Meeting.The BoardThe Board,chaired by Hlne Ploix,consists of six non-executive Directors,all of whom are considered to be indep

229、endent of the Manager.Ms Ploix was considered independent on appointment.The biographies of the Directors are shown on pages 28 and 29.The Board has consisted of no more than six Directors during the year and the Directors feel that given the fact that they do not have executive roles,it is not nece

230、ssary to establish a separate Remuneration Committee.There is also no separate Management Engagement Committee as the Board,as a whole,regularly meet with the Manager,the Administrator and the Company Secretary to discuss their performance.Russell Edey is the Senior Independent Director.The Audit an

231、d Risk Committee and the Nomination Committee both have separate reports on pages 38 and 41 respectively.The Board regularly reviews both the performance of,and the contractual arrangements with the Manager,and is satisfied that the continuing appointment of the Manager is in the best interests of s

232、hareholders.The management agreement sets out matters over which the Manager has authority and includes management of the Funds assets and the provision of administrative duties.The agreement further permits the Manager to delegate its administrative duties,subject to the Boards prior consent.All ot

233、her matters are reserved for the approval of the Board.Under this agreement,for the 2019 financial year,the Manager was entitled to receive a management fee from the Fund,payable monthly,equal to 0.95%per annum,calculated and accrued on the Net Asset Value of the Fund as at each Valuation Day.This f

234、ee was reduced to 0.90%per annum from 1st July 2019.The Managers appointment is under a rolling contract which may be terminated by three months written notice given by the Fund,and twelve months written notice given by the Manager.As noted on page 40,the Audit and Risk Committee reviews the perform

235、ance of,and the contractual arrangements with the Administrator and the Custodian.The Board is satisfied that the continuing appointment of the Administrator and the Custodian is in the best interests of shareholders.The Board meets at least three times during the year and between these meetings the

236、re is regular contact with the Manager who provides the Board with appropriate and timely information.Attendance at those meetings is given below each Directors biography on pages 28 and 29.Note that attendance at a Board or Committee meeting by proxy does not count as formal attendance(although it

237、does count towards a quorum)Genesis Emerging Markets Fund Limited34|Contents Strategic Report Portfolio Report Governance Report Financial StatementsDirectors Insurance and IndemnificationDirectors and Officers liability insurance cover is held by the Fund to cover Directors against certain liabilit

238、ies that may arise in the course of their duties.Company SecretaryJP Morgan Administration Services(Guernsey)Limited has been in office for the whole year under review.Other MattersVoting PolicyThe Directors have given the Manager discretion to exercise the Funds voting rights and the Manager,so far

239、 as is practicable,will exercise them in respect of resolutions proposed by investee companies.The Manager aims to vote in the best interests of the Fund,and to vote on all shares in all markets.Proxy Voting Guidelines are maintained to outline the overall approach to voting and ensure that it is co

240、nducted in an appropriate manner.In evaluating specific voting issues,the Managers team members may engage directly with company management and directors and may also contact interest groups,other shareholders and research providers.Where appropriate,and particularly where a vote against management

241、is warranted,the Manager will contact the company to explain the decision-making process and promote best practice.In a case where securities are on loan ahead of a General Meeting or corporate action it is the Managers policy to request that such securities be recalled to enable the shares to be vo

242、ted.The Manager has contracted with Institutional Shareholder Services,Inc.(ISS),an independent third-party provider of proxy voting and corporate governance services.ISS provides proxy research and recommendations,executes votes as instructed by the Manager,and keeps various records necessary for t

243、racking proxy voting materials and proxy voting actions taken.ISS recommendations are one form of external research which is factored into the Managers investment decision-making process.Each voting issue is analysed independently,however,and the Managers votes are not necessarily in line either wit

244、h company management or the ISS recommendations.Further details on voting policy are disclosed on the Managers website www.giml.co.uk,where a proxy voting report for the Fund over the last five years is also available.Borrowing FacilitiesThe Articles of Incorporation permit the Fund to borrow up to

245、10%of the value of its Net Assets.No borrowing facility was used in either 2018 or 2019.Discount/Premium to Net Asset ValueThe Board reviews the level of the discount or premium between the middle market price of the Funds Participating Preference Shares and their net asset value on a regular basis.

246、The UKs Exit from the European Union(EU)GEMF is a Guernsey based authorised closed-ended investment scheme listed in the UK and traded on the London Stock Exchange.As of 30th June 2019,the Fund has appointed GIM,LLP registered in England and Wales and regulated by the Financial Conduct Authority(FCA

247、)as investment manager.There are no EU entities in this structure.The European Securities and Markets Authority(ESMA)has approved the co-operation arrangements between the FCA and GFSC.As a result,Brexit(both“hard”or with a transition agreement)is perceived to pose limited impacts to the Fund.|35Gen

248、esis Emerging Markets Fund L Contents Strategic Report Portfolio Report Governance Report Financial StatementsGoing ConcernThe Directors believe that the Fund has adequate resources to continue in operational existence for twelve months from the approval date of the Annual Financial Report.This is b

249、ased on various factors including the Funds forecast expenditure,its ability to meet its current liabilities,the highly liquid nature of its assets,its market price volatility and its closed-ended legal structure.For these reasons,the Directors continue to adopt the going concern basis in preparing

250、the financial statements.Signed on behalf of the BoardHlne Ploix30th September Genesis Emerging Markets Fund Limited36|Contents Strategic Report Portfolio Report Governance Report Financial StatementsDirectors Remuneration ReportThe Directors of the Fund are non-executive and by way of remuneration

251、are entitled to receive fees for their services which shall not exceed$400,000,exclusive of relevant expenses,in aggregate per annum.This was approved by shareholders at the AGM on 8th November 2016 and can only be amended by shareholder approval at a general meeting.The level of Directors Fees is i

252、ndependently assessed and was reviewed in June 2019 by Stephenson&Co.concurrently with the independent evaluation of the Boards performance.The assessment concluded that the level of Directors Fees remained competitive,hence the fees for the 2020 financial year will remain the same.The Directors fee

253、s are fixed and not linked to performance.The fees are shown in the table below and are deemed to accrue on a daily basis:PositionAnnual FeeDirector30,000Chairmanadditional 10,000 Chairman or Member of the Audit and Risk Committeeadditional 5,000 Senior Independent Directoradditional 2,500 The Direc

254、tors are also entitled to be paid all travelling,hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or General Meetings of the Fund or in connection with the business of the Fund.Directors Service ContractsNo

255、 Director has a contract of service with the Fund.Accordingly,the Directors are not entitled to any compensation in the event of termination of their appointment or loss of office,other than the payment of any outstanding fees.The Board does not consider it appropriate that Directors should be appoi

256、nted for a specific term.All Directors are subject to re-election by shareholders annually and any new Director appointed would be subject to election by shareholders at the next AGM following their appointment.Directors Emoluments for the Year(audited)The fees paid to each Director for the years en

257、ded 30th June 2019 and 2018 are shown in the table below with any year-on-year differences being explained:30th June 201930th June 2018Hlne Ploix45,00045,000Sujit Banerji30,00030,000Russell Edey37,50037,500Saffet Karpat35,00035,000Katherine Tsang(1)30,00028,521John Llewellyn(2)29,26030,000206,760206

258、,021(1)AssumedtheroleofDirectoron19thJuly2017(2)RetiredasDirectoron21stJune2019|37Genesis Emerging Markets Fund L Contents Strategic Report Portfolio Report Governance Report Financial StatementsDirectors InterestsThe following Directors had a beneficial interest(including family interests)in the sh

259、are capital of the Fund.The table shows the number of Participating Preference Shares held by each Director as at 30th June 2019 and 2018:Director30th June 201930th June 2018Hlne Ploix15,00015,000Sujit Banerji10,00010,000Saffet Karpat20,00020,000AGM ResolutionAn ordinary resolution to approve this R

260、emuneration Report will be put to shareholders at the forthcoming AGM.Statement of voting at the last AGMThe following table sets out the votes received at the AGM of the shareholders of the Fund,held on 13th November 2018 in respect of the approval of the Directors Remuneration Report.Votes cast fo

261、rVotes cast againstTotal votes castNumber of votes withheldNumber%Number%64,878,30699.9343,9580.0764,922,264For and on behalf of the BoardHlne Ploix30th September Genesis Emerging Markets Fund Limited38|Contents Strategic Report Portfolio Report Governance Report Financial StatementsAudit and Risk C

262、ommittees ReportThe Board has an established Audit and Risk Committee which consists of Russell Edey,Saffet Karpat and Hlne Ploix.Russell Edey is Chairman of the Audit and Risk Committee.The Chairman of the Board,Ms Ploix also serves as a member of the Audit and Risk Committee.With reference to the

263、provision 8.2 of the AIC Code of Corporate Governance(February 2019)the Audit and Risk Committee notes that Ms Ploix was independent on appointment and considers Ms Ploixs appointment as a member to be appropriate having regard to her skills,experience and valued contributions which enhance the over

264、all effectiveness of the Audit and Risk Committee.The Board consists of six directors who are widely dispersed geographically.It is therefore considered sensible for Ms Ploix,chairman of the Board,to be a member of the committee.The Audit and Risk Committee has formally delegated duties and responsi

265、bilities with written Terms of Reference,which are available on the Funds website.The responsibilities of the Audit and Risk Committee are,inter alia:To monitor the integrity of the financial statements of the Fund,including its annual and half-yearly reports and any other formal announcement relati

266、ng to its financial performance;To review the Funds accounting policies and any significant financial reporting judgements;To monitor and review the adequacy and effectiveness of the internal financial control and risk management systems on which the Fund is reliant;To review and approve statements

267、to be included in the Annual Financial Report concerning controls and risk management;To report to the Board that they have carried out a robust assessment of the principal risks facing the Fund;To provide advice to the Board on whether they consider the Annual Financial Report,taken as a whole,is f

268、air,balanced and understandable;To make recommendations to the Board in relation to the appointment,re-appointment and removal of external auditors;To monitor the independence and objectivity of external auditors;and To review the audit fees,terms of engagement and provision of non-audit services by

269、 the external auditor.The Audit and Risk Committee usually meets three times a year to review the Annual and Half Year Financial Reports,audit timetable and other risk management and governance matters.It may meet more often if deemed necessary,or if required by the Funds auditors.|39Genesis Emergin

270、g Markets Fund L Contents Strategic Report Portfolio Report Governance Report Financial StatementsSignificant accounting mattersDuring the review of the Funds financial statements for the year ended 30th June 2019,the Audit and Risk Committee considered the following matters to be significant issues

271、,both of which were satisfactorily addressed:Issue consideredHow the issue was addressedValuation of the investment portfolioThisisakeyissuebecauseinvestmentsrepresent99%oftheFundstotalnetassets.99.2%of the investment portfolio was valued using quoted prices or prices that were observable.The Admini

272、strators weekly valuation of these securities was checked by the Manager to independent price sources.0.8%of the investment portfolio was invested in other funds(Investee Funds)which were valued using the most recently available valuation statements from their respective administrator,updated to inc

273、lude subsequent cashflows.The Managers monthly Valuation Committee monitors the fair value of all securities and ensures the appropriateness and accuracy of the methodologies used and their effective implementation.The Manager regularly provides information to the Directors on any stale,unquoted and

274、 illiquid securities contained within the investment portfolio for their review and comment.Loss of assets and custody riskThisisakeyissuebecauseweneedtocarefullysafeguardtheFundsassets.All securities are held by an independent Custodian and the Manager reconciles the Custodians investment portfolio

275、 records on a weekly basis.The Manager monitors the Custodians service levels throughout the year with formal performance reviews conducted bi-annually.The latest review was in September 2019.Auditor independence and assessmentThe Audit and Risk Committee monitors the European and U.K.legislation re

276、garding mandatory audit firm rotation and tendering to ensure compliance and an external tender was conducted during 2017.Following a robust evaluation of the responses to and presentations involved in the audit tender process,KPMG Channel Islands Limited(KPMG)was engaged by the Board to act as the

277、Funds auditor from the 2018 financial year.As part of its review of the continuing appointment of the Auditors,the Audit and Risk Committee considered the independence of the Auditor along with the effectiveness of the audit.The Auditors were asked to attest that KPMG and the audit team members were

278、 independent of the Fund.KPMG also confirmed that they had not been engaged in the provision of any non-audit services to the Fund during the year.Audit effectiveness was assessed by means of the Auditors direct engagement with the Board at Audit and Risk Committee meetings and also by reference to

279、feedback from the Manager.The Audit and Risk Committee reviewed the Auditors risk assessment and audit approach at the planning stage and were briefed on the fulfilment of that plan at the completion stage.The Board concluded,on the recommendation of the Audit and Risk Committee,that the Auditors co

280、ntinue to be independent of the Fund.The fees paid to KPMG in respect of audit services for the year ended 30th June 2019 were$48,000(2018:$52,000).KPMG did not provide any non-audit services during the year(2018:None)Genesis Emerging Markets Fund Limited40|Contents Strategic Report Portfolio Report

281、 Governance Report Financial StatementsInternal ControlsThe Board is responsible for the Funds system of internal control and for reviewing its effectiveness.As there is delegation of daily operational activity,described below,there is no requirement for a direct internal audit function.The internal

282、 control systems are designed to meet the Funds particular needs and the risks to which it is exposed.Accordingly,the internal control systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and by their nature can only provide reasonable and not absol

283、ute assurance against misstatement and loss.The services provided to the Fund by the Administrator,such as administration services,accounting services and company secretarial duties reflect the system of financial and operating controls operating at the Administrator.The control regime for other ser

284、vices,such as the Manager,Investment Adviser,Custodian and Registrar,reflect the internal controls operated by these respective service providers.The Administrator provides semi-annual and annual financial statements based on the requirements of the Fund.The financial statements are based on data fr

285、om the Administrators accounting system including the trial balance,net asset valuation,purchase and sales report and other investment schedules.All statements are reconciled and reviewed by the Administrator using pre-defined checklists and reviewed by the Manager prior to distribution.In order for

286、 the Directors to review their effectiveness for the Funds business,an annual review of all outsourced functions has taken place.Their performance was monitored against obligations specified in the relevant contracts and was found to be in order.Service providers report annually on the design and ef

287、fectiveness of internal controls operating over the functions provided.Reports are reviewed by the Audit and Risk Committee and any material findings are considered by the Board of Directors as a whole.The Audit and Risk Committee has carried out its annual assessment of the internal controls of the

288、 Funds service providers for the year ended 30th June 2019 and considered the internal control procedures to be adequate based on the findings of their respective ISAE 3402 or SOC 1 reports.For and on behalf of the Audit and Risk CommitteeRussell EdeyChairman of the Audit and Risk Committee30th Sept

289、ember 2019|41Genesis Emerging Markets Fund L Contents Strategic Report Portfolio Report Governance Report Financial StatementsNomination Committees ReportThe Board has established a Nomination Committee which consists of all Directors.Hlne Ploix is Chairman of the Nomination Committee.The Nomination

290、 Committee has formally delegated duties and responsibilities with written Terms of Reference,which are available on the Funds website.DiversityIt is seen as a prerequisite that each member of the Board must have the skills,experience and character that will enable them to contribute to the effectiv

291、eness of the Board and the success of the Fund.Subject to that overriding principle,diversity of experience and approach,including gender diversity,amongst Board members is of great value,and it is the Boards policy to give careful consideration to overall Board balance and diversity in making new a

292、ppointments to the Board.The Board currently comprises four male directors and two female directors.Board appointments and re-electionAll members of the Nomination Committee consider new Board appointments.The Chairman,Manager or other appropriate persons provide new appointees to the Board with a p

293、reliminary briefing on the workings of the Fund.When appointing a new Director,the Board takes care to ensure that the new Director enhances the balance of skills,diversity and experience appropriate to the requirements of the Fund and that a new Director has enough time available to properly fulfil

294、 their duties.The Directors also have access,where necessary in the furtherance of their duties,to independent professional advice at the Funds expense.Directors are initially appointed until the following Annual General Meeting when,under the Funds Articles of Incorporation,it is required that they

295、 be elected by shareholders.In accordance with the AIC Code,having served as a Director of the Fund for nine years,Dr Llewellyn was no longer deemed to be independent and retired as a Director with effect from 21st June 2019.In advance of Dr Llewellyns retirement,the Nomination Committee engaged Ste

296、phenson&Co.to identify potential candidates to fill the vacancy.A sub-committee comprising the Chairman and Mr Edey had considered the rsums of seven candidates and after review proceeded to interview four candidates.As part of the selection process,the sub-committee focussed on candidates who were

297、well versed in the marketing of investment trusts and could assist in diversifying the shareholder base of the Fund.Following the initial interview process,the sub-committee identified and recommended Dr Simon Colson as a potential replacement for Dr Llewellyn.Further to the recommendation from the

298、sub-committee,Dr Colson was then interviewed by the remaining members of the Committee(with the exception of Dr Llewellyn).Dr Colson was duly appointed as an independent Non-Executive Director of the Fund with effect from 1st July 2019,and will be subject to election by shareholders at the forthcomi

299、ng AGM.All the Directors(with the exception of Dr Colson)are retiring in accordance with the AIC Code and will offer themselves for re-election.As each Director has maintained their effectiveness and commitment to the Fund,the Board endorses them and commends their re-election to the Genesis Emergin

300、g Markets Fund Limited42|Contents Strategic Report Portfolio Report Governance Report Financial StatementsDr Simon ColsonDr Simon Colson(British)has over 30 years experience in financial markets,working in investment banking,investment management and financial consulting.From 1995-2001 he was a Mana

301、ging Director at Deutsche Bank AG London,in charge of closed-end fund origination and distribution,and in previous roles was responsible for the launch,restructuring and repurposing of a significant number of investment companies.From 2002-2005 he was a non-executive director of The Association of I

302、nvestment Companies.In 2002 Simon started his own FCA regulated consulting and distribution business which raised assets for emerging managers across a range of traditional and alternative asset classes(including closed-end funds)over 15 years.In 2017 he relinquished his FCA licence to concentrate o

303、n unregulated advisory and non-executive work.Simon is currently a non-executive director of the Childrens Liver Disease Foundation.He is a qualified medical doctor and holds an MBA in Finance&Investment from Cass Business School(University of London).Tenure and Succession PlanningThe policy on Boar

304、d refreshment is to ensure continuity and stability with no more than one Board member retiring and one successor recruited in each calendar year.In line with the AIC Code of Corporate Governances guidelines for independent Directors,individuals will generally serve on the Board for no more than nin

305、e years,although the Chairmans term of office may be extended by a maximum of three additional years to a total of twelve years.In recruiting new Directors,the aim will always be to preserve or enhance the skill sets on the Board,taking account of the need to ensure age,gender and ethnic diversity.E

306、valuation of the BoardThe Board evaluates its performance on an annual basis and considers the balance of skills,experience,length of service and the promotion of diversity and inclusion as part of this process.In accordance with the AIC Code,consideration is given to the engagement of an external e

307、valuator on a regular basis.An independent evaluation of the Boards performance was conducted in June 2019 by Stephenson&Co.It is proposed that the next independent evaluation will be conducted in 2022.The findings of the review were considered by the Directors and actions,where appropriate,have bee

308、n taken.Hlne PloixChairman of the Nomination Committee30th September 2019|43Genesis Emerging Markets Fund L Contents Strategic Report Portfolio Report Governance Report Financial StatementsStatement of Directors ResponsibilitiesThe Directors are responsible for preparing the Annual Report and financ

309、ial 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 are required to prepare the financial statements in accordance with International Financial Reporting Standards as adopted b

310、y the EU 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 Fund and of its profit or loss for that period.In preparing these financial statements,the Directors are

311、required to:select suitable accounting policies and then apply them consistently;make judgements and estimates that are reasonable,relevant and reliable;state whether applicable accounting standards have been followed,subject to any material departures disclosed and explained in the financial statem

312、ents;assess the Funds 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 Fund or to cease operations,or have no realistic alternative but to do so.The Directors are

313、responsible for keeping proper accounting records that are sufficient to show and explain the Funds transactions and disclose with reasonable accuracy at any time the financial position of the Fund and enable them to ensure that its financial statements comply with the Companies(Guernsey)Law,2008.Th

314、ey 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 a

315、ssets of the Fund and to prevent and detect fraud and other irregularities.The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Funds website.Legislation in Guernsey governing the preparation and dissemination of financial stateme

316、nts may differ from legislation in other jurisdictions.The Directors who hold office at the date of approval of this Directors Report confirm that so far as they are aware,there is no relevant audit information of which the Funds auditor is unaware,and that each Director has taken all the steps he o

317、ught to have taken as a Director to make himself or herself aware of any relevant audit information and to establish that the Funds auditor is aware of that Genesis Emerging Markets Fund Limited44|Contents Strategic Report Portfolio Report Governance Report Financial StatementsResponsibility stateme

318、nt of the Directors in respect of the Annual Financial ReportThe Directors confirm that to the best of their knowledge that: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 profi

319、t or loss of the Fund;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.The Directors consider the annual report and accounts,taken as a

320、 whole,is fair,balanced and understandable and provides the information necessary for shareholders to assess the Funds position and performance,business model and strategy.For and on behalf of the BoardHlne Ploix30th September 2019|45Genesis Emerging Markets Fund L Contents Strategic Report Portfoli

321、o Report Governance Report Financial StatementsFinancial SGenesis Emerging Markets Fund Limited46|Contents Strategic Report Portfolio Report Governance Report Financial StatementsIndependent Auditors ReporttotheMembersofGenesisEmergingMarketsFundLimitedOur opinion is unmodifiedWe have audited the fi

322、nancial statements(theFinancial Statements)of Genesis Emerging Markets Fund Limited(the Company),which comprise the statement of financial position as at 30th June 2019,the statements of comprehensive income,changes in equity and cash flows for the year then ended,and notes,comprising significant ac

323、counting policies and other explanatory information as set out on pages 50 to 73.In our opinion,the accompanying financial statements:give a true and fair view of the financial position of the Company as at 30th June 2019,and of the Companys financial performance and the Companys cash flows for the

324、year then ended;are prepared in accordance with International Financial Reporting Standards as adopted by the EU(IFRS);and comply with the Companies(Guernsey)Law,2008.Basis for OpinionWe conducted our audit in accordance with International Standards on Auditing(UK)(ISAs(UK)and applicable law.Our res

325、ponsibilities are described below.We have fulfilled our ethical responsibilities under,and are independent of the Company in accordance with,UK ethical requirements including FRC Ethical Standards as applied to listed entities.We believe that the audit evidence we have obtained is a sufficient and a

326、ppropriate basis for our opinion.Key Audit Matters:our assessment of the risks of material misstatementKey audit matters are those matters that,in our professional judgment,were of most significance in the audit of the Financial Statements and include the most significant assessed risks of material

327、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.These matters were addressed in the context of our audit of the Financial St

328、atements as a whole,and in forming our opinion thereon,and we do not provide a separate opinion on these matters.In arriving at our audit opinion above,the key audit matter was as follows(unchanged from 2018):Financial assets at fair value through profit or loss$1,290,592,000;(2018:$1,383,056,000)Re

329、fertopage39oftheAuditandRiskCommitteesReport,note2(b)oftheaccountingpolicies,note3andnote10 disclosures|47Genesis Emerging Markets Fund L Contents Strategic Report Portfolio Report Governance Report Financial StatementsThe riskOur responseBasis:The Companys investment portfolio consists primarily of

330、 listed securities from emerging markets(“Investments”).These Investments,carried at fair value,are valued by the Company based on prices obtained from third party pricing providers.Risk:The valuation of the Companys Investments,given that it represents the majority of the Companys net assets,is a s

331、ignificant area of our audit.Of the Companys total Investments,the holdings in listed investments represent$1,279.7m.Ourauditproceduresincluded:Internal Controls:We evaluated the design,implementation and operational effectiveness of the key controls over the valuation of the Investments.Use of KPMG

332、 Specialists:We used our own valuation specialist to independently price Investments with a value of$1,279.7m to a third party pricing source and evaluated the level of trading activity for those Investments.Assessing disclosures:We also considered the Companys disclosures(see note 3)in relation to

333、the use of estimates and judgments regarding the valuation of Investments and the Companys investment valuation policies adopted in note 2(b)and fair value disclosures in note 10 for compliance with IFRS.Our application of materiality and an overview of the scope of our auditMateriality for the Financial Statements as a whole was set at$22.1m(2018:$28.2m),determined with reference to a benchmark