Developed Asia inc Japan Quarterly Update 30 June 2021 - BAILLIE GIFFORD

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Developed Asia inc Japan Quarterly Update 30 June 2021 - BAILLIE GIFFORD
BAILLIE GIFFORD

Developed Asia inc Japan Quarterly Update

30 June 2021
Developed Asia inc Japan Quarterly Update 30 June 2021 - BAILLIE GIFFORD
Contents
  02     Executive Summary                                              Baillie Gifford Investment Management (Europe) Limited
    03          Commentary                                          is a wholly owned subsidiary of Baillie Gifford Overseas
                                                                    Limited, which is wholly owned by Baillie Gifford & Co.
    05          Performance                                             Persons resident or domiciled outwith the UK should
    11          Portfolio Overview                                  consult with their professional advisers as to whether they
                                                                    require any governmental or other consents in order to enable
    12          Governance Summary                                  them to invest, and with their tax advisers for advice relevant to
    16          Governance Engagement                               their own particular circumstances.
                                                                        This document contains information on investments which
    17          Voting                                              does not constitute independent research. Accordingly, it is not
    18          Transaction Notes                                   subject to the protections afforded to independent research and
                                                                    Baillie Gifford and its staff may have dealt in the investments
    19          Legal Notices                                       concerned.
                                                                        All information is based on a representative portfolio, new
                                                                    client portfolios may not mirror the representative portfolio
This document is solely for the use of professional                 exactly. As at 30 June 2021, in US dollars and sourced from
investors and should not be relied upon by any other                Baillie Gifford & Co unless otherwise stated.
person. It is not intended for use by retail clients.
                                                                    Canada
Important Information and Risk Factors
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Baillie Gifford Overseas Limited provides investment
                                                                    Gifford Overseas Limited; it was formed in Delaware in 2005
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Professional/Institutional clients only. Baillie Gifford Overseas
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Limited is wholly owned by Baillie Gifford & Co. Baillie
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Gifford & Co and Baillie Gifford Overseas Limited are
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authorised and regulated by the Financial Conduct Authority.
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                                                                        The Manager is not resident in Canada, its head office and
柏基亞洲(香港)有限公司 is wholly owned by Baillie Gifford
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Overseas Limited and holds a Type 1 and Type 2 licence from
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Telephone +852 3756 5700.
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    Baillie Gifford Investment Management (Europe) Limited
                                                                    all Canadian provinces and territories. Baillie Gifford
provides investment management and advisory services to
                                                                    Investment Management (Europe) Limited (‘BGE’) relies on
European (excluding UK) clients. It was incorporated in
                                                                    the International Investment Fund Manager Exemption in the
Ireland in May 2018 and is authorised by the Central Bank of
                                                                    provinces of Ontario and Quebec.
Ireland. Through its MiFID passport, it has established Baillie
Gifford Investment Management (Europe) Limited (Frankfurt           South Africa
Branch) to market its investment management and advisory
services and distribute Baillie Gifford Worldwide Funds plc in      Baillie Gifford Overseas Limited is registered as a Foreign
Germany. Similarly, it has established Baillie Gifford              Financial Services Provider with the Financial Sector Conduct
Investment Management (Europe) Limited (Amsterdam                   Authority in South Africa.
Branch) to market its investment management and advisory
services and distribute Baillie Gifford Worldwide Funds plc in      Japan
The Netherlands.
    Baillie Gifford Investment Management (Europe) Limited          Mitsubishi UFJ Baillie Gifford Asset Management Limited
also has a representative office in Zurich, Switzerland pursuant    (‘MUBGAM’) is a joint venture company between Mitsubishi
to Art. 58 of the Federal Act on Financial Institutions             UFJ Trust & Banking Corporation and Baillie Gifford
("FinIA"). It does not constitute a branch and therefore does       Overseas Limited. MUBGAM is authorised and regulated by
not have authority to commit Baillie Gifford Investment             the Financial Conduct Authority.
Management (Europe) Limited. It is the intention to ask for the
authorisation by the Swiss Financial Market Supervisory             South Korea
Authority (FINMA) to maintain this representative office of a
foreign asset manager of collective assets in Switzerland           Baillie Gifford Overseas Limited is licensed with the Financial
pursuant to the applicable transitional provisions of FinIA.        Services Commission in South Korea as a cross border
Calton Square, 1 Greenside Row, Edinburgh EH1 3AN
Telephone +44 (0)131 275 2000 bailliegifford.com
Copyright © Baillie Gifford & Co 2009.                                                                            Ref: 53266 INS QR 0137
Developed Asia inc Japan Quarterly Update 30 June 2021 - BAILLIE GIFFORD
Past Performance
Discretionary Investment Manager and Non-Discretionary
Investment Adviser.                                                 Past performance is not a guide to future returns. Changes in
Australia                                                           investment strategies, contributions or withdrawals may
                                                                    materially alter the performance and results of the portfolio.
Baillie Gifford Overseas Limited (ARBN 118 567 178) is
                                                                    Potential for Profit and Loss
registered as a foreign company under the Corporations Act
2001 (Cth). It is exempt from the requirement to hold an            All investment strategies have the potential for profit and loss.
Australian Financial Services License under the Corporations
Act 2001 (Cth) in respect of these financial services provided      Stock Examples
to Australian wholesale clients.
                                                                    Any stock examples, or images, used in this paper are not
Qatar                                                               intended to represent recommendations to buy or sell, neither is
                                                                    it implied that they will prove profitable in the future. It is not
The materials contained herein are not intended to constitute an    known whether they will feature in any future portfolio
offer or provision of investment management, investment and         produced by us. Any individual examples will represent only a
advisory services or other financial services under the laws of     small part of the overall portfolio and are inserted purely to
Qatar. The services have not been and will not be authorised by     help illustrate our investment style. A full list of portfolio
the Qatar Financial Markets Authority, the Qatar Financial          holdings is available on request.
Centre Regulatory Authority or the Qatar Central Bank in
accordance with their regulations or any other regulations in
Qatar.
Oman
Baillie Gifford Overseas Limited (“BGO”) neither has a
registered business presence nor a representative office in
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financial services in Oman. Consequently, BGO is not
regulated by either the Central Bank of Oman or Oman’s
Capital Market Authority. No authorization, licence or
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Copyright © Baillie Gifford & Co 2009.                                                                            Ref: 53266 INS QR 0137
Executive Summary                                                                                                     02

Product Overview
Developed Asia inc Japan is a long-term, regional equity strategy adding value through active management by identifying and
exploiting inefficiencies in growth companies predominantly listed in Japan, Hong Kong, Singapore, Australia and New Zealand.

Risk Analysis
Key Statistics
Number of Holdings                                                     50
Typical Number of Holdings                                       30-50
Active Share                                                      79%*
Rolling One Year Turnover                                         15%

*Relative to MSCI Pacific Index. Source: Baillie Gifford & Co, MSCI.

Developed Asian equities delivered a lacklustre
return during the quarter

Within the region Australia fared best, helped by
continued strength in most commodities and a
faster recovery from the pandemic

The portfolio lagged the benchmark slightly during
the quarter but remains well ahead over longer time
periods

Baillie Gifford Key Facts
Assets under management and advice                                          US$486.8bn
Number of clients                                                                   730
Number of employees                                                               1497
Number of investment professionals                                                  300
Commentary                                                                                                             03

Both Serena Williams and Roger Federer have made a            products selling well there. Although Unicharm has a
remarkable contribution to the world of tennis, winning       successful business in Japan the rates of growth being
43 major titles between them in a professional career that    delivered in China are significantly higher and we expect
has spanned over 20 years. At the age of 39 both still        this to continue for many years to come. In areas such as
feature among the world’s top players and, in a post          skin care and hygiene Chinese consumers are willing to
pandemic world, will still likely attract sell-out crowds     pay up for quality and reliability, playing into the hands
wherever they play. Other sports stars may have risen         of the established Japanese brands. A structural rise in
faster or commanded more attention during their time in       inbound tourism – which began around five years ago
the sun, but such consistency and durability is admirable     and we expect to resume once the Covid-19 pandemic is
and should be celebrated. Arguably it should be no            behind us – has also created a new growth market for
different when it comes to a clients’ investments.            many Japanese retailers, as well as increasing brand
    Rapid growth stocks, most notably those with              awareness among China consumers. Given the size of the
disruptive and novel business models, have gained most        Chinese market and scope for wealth to continue rising,
of the air time for growth investors of late and indeed       high levels of Chinese demand for premium Japanese
have featured most prominently among the most                 brands seems likely to be a multi-decade phenomenon.
successful investments for clients during the past few            Second, improving attitudes towards corporate
years. In contrast, steady growth businesses that benefit     governance has increased the scrutiny on returns
from franchise characteristics, consistent free cashflow      generated by many Japanese companies and underpinned
generation and durability have been conspicuously absent      enthusiasm for self-help, most notably among
from the headlines and recent winners. This can partly be     longstanding franchises that have developed multiple
explained by a challenging domestic environment in            inefficiencies. Shiseido, one of the top performers for the
Japan (which accounts for just under                          portfolio in recent years, has successfully rationalised its
two-thirds of the Developed Asia investment universe)         product portfolio and reinvested savings into marketing
with unfavourable demographics, a deflationary mindset        and promotion spend for prestige products with high
and poor standards of corporate governance weighing on        growth prospects in China. Following the recent sale of
shareholder returns there. At the same time high starting     the low-margin personal care business these now account
valuations for dependable and durable growth stocks           for around two-thirds of profits.
have presented an additional headwind, making it              We have talked at length in recent months about Japan’s
difficult for us to see sufficient upside for clients.        on-going digital transformation and this trend has not
    We remain positively disposed to our high growth          escaped its major consumer brands. Shiseido is working
internet disruptors and global leading manufacturers          closely with IT consultant Accenture to optimise its
alike, believing there to be a long runway of growth          digital platform, whilst also training its beauty
ahead. Considerably more attention has been given to          consultants to communicate with customers through
durable franchises in recent stock and portfolio              digital channels.
discussions, however. This is an area where we have               The usual playbook during a global recession is that
added considerable value for clients in the past and where    durable businesses with high market shares and franchise
we are beginning to generate a healthy flow of new ideas      characteristics fare better and this is reflected in share
at the current juncture. What has driven this change?         price performance. Indeed, this was the case when we
    First, burgeoning Chinese wealth has transformed the      endured the Lehman crisis in 2008, the taper tantrum in
potential opportunity available for a number of Japanese      2015 and the Chinese equities sell a few years later. This
consumer franchises. Whilst the Japanese domestic             past year has been very different, however. With
market may only offer low single-digit growth, China’s        everyone confined to their homes and social distancing
burgeoning middle class has an insatiable appetite for        measures operating across the world, internet platforms
high quality, premium Japanese goods as a result of           of all favours have flourished, whilst manufacturers and
cultural similarities and geographical proximity. This is     retailers of goods and services that are dependent on
most evident in skincare, where brands such as Shiseido’s     more traditional sales channels have suffered. With
Clé de Peau Beauté and Elixir are held in high regard and     curtailments operating across all forms of social activity
enjoying profitable growth. Indeed in 2020 most of            areas such as skin care and cosmetics have not featured
Shiseido’s profits were generated in China alone.             highly on most peoples’ shopping list. Similarly, footfall
Manufacturer of personal care and sanitary products           in restaurants and bars has plummeted. In past recessions
Unicharm (which was purchased for the portfolio earlier       business serving these areas would have held up better
this year) is also benefitting from rising wealth in China,   than most; this time has been different.
with high margin incontinence and feminine care
Commentary                                                                                                               04

© SOPA Images Limited Alamy Stock Photo.

    This has resulted in a third dynamic: many consumer          command the valuation premium that they deserve.
franchises with durable growth prospects have seen their      We are hopeful that this combination of growth and
profits and share prices fall precipitously and now           rerating
command their lowest valuations in many years. Even              will deliver the upside that we look for in our
though the world is now opening up and there are clear        investments, as well as providing the portfolio with
signs of a recovery in economic activity, these franchises    greater resilience. Just like iconic sports stars, great
appear to have been overlooked so far, with investors         companies can persist through challenging times,
allocating funds to lower quality cyclicals to benefit from   constantly improve and continue to deliver for many
normalisation after Covid. Shiseido has given up many of      years.
its gains from past periods and Unicharm has also been
out of favour, despite some encouraging operational              The views expressed reflect the personal opinion of
performance and an increased focus on higher margin           the author and should not be considered as advice or a
segments such as feminine care. We believe that all these     recommendation to buy, sell or hold a particular
businesses will enjoy a snap back in earnings as the          investment.
world returns to normal, whilst at the same time they will
deliver profitable earnings growth for many years to
come in a variety of conditions, perhaps with the
exception of another global pandemic.
     We adopt an open-minded approach to growth
investing with no preconceptions as to where growth
might come from and what form it may take. When we
look out five years into the future it seems likely that
many of Asia’s leading consumer franchises will have
rediscovered their mojo and in doing so will once again
Performance - US Dollar                                                                                             05

Performance Objective
+2% p.a. over 5 years, gross of fees vs benchmark.
The performance objective stated is in no way guaranteed. The performance target is aspirational and is
not used for the purpose of determining or constraining the composition of the portfolio. Performance
may vary between segregated accounts and pooled funds in different jurisdictions as each structure will
bear a different set of costs. A single performance target may not be appropriate for all vehicles in all
jurisdictions and for this reason our portfolio specific materials will often refer to ‘material’ outperformance
of a benchmark.

Periodic Performance

                                                      Composite Net (%)          Benchmark (%)                  Difference (%)
3 Months*                                                           0.7                       1.4                         -0.6
YTD*                                                                1.5                       4.0                         -2.5
1 Year*                                                            31.0                      28.1                         2.8
3 Years                                                            11.9                       7.9                         4.0
5 Years                                                            14.3                      10.6                         3.7
10 Years                                                            9.8                       6.8                         3.0
Since Inception                                                    10.5                       7.1                         3.4

Annualised periods ended 30 June 2021. *Not annualised.
Inception date: 31 August 2009.
Figures may not sum due to rounding.
Benchmark is MSCI Pacific Index.
Source: StatPro, MSCI.
US dollars

Discrete Performance

                                                    30/06/16-      30/06/17-     30/06/19-          30/06/19-       30/06/20-
                                                     30/06/17       30/06/18      30/06/19           30/06/20        30/06/21
Composite Net (%)                                         18.1            17.8        -1.4                8.4            31.0
Benchmark (%)                                             19.6            10.2         0.1               -2.1            28.1

Benchmark is MSCI Pacific Index.
Source: StatPro, MSCI.
US dollars
Performance - Euro                                                                                                  06

Performance Objective
+2% p.a. over 5 years, gross of fees vs benchmark.
The performance objective stated is in no way guaranteed. The performance target is aspirational and is
not used for the purpose of determining or constraining the composition of the portfolio. Performance
may vary between segregated accounts and pooled funds in different jurisdictions as each structure will
bear a different set of costs. A single performance target may not be appropriate for all vehicles in all
jurisdictions and for this reason our portfolio specific materials will often refer to ‘material’ outperformance
of a benchmark.

Periodic Performance

                                                      Composite Net (%)          Benchmark (%)                  Difference (%)
3 Months*                                                          -0.2                       0.5                         -0.6
YTD*                                                                4.8                       7.3                         -2.6
1 Year*                                                            24.0                      21.3                         2.7
3 Years                                                            11.3                       7.3                         4.0
5 Years                                                            12.8                       9.2                         3.6
10 Years                                                           12.1                       9.0                         3.1
Since Inception                                                    12.3                       8.9                         3.5

Annualised periods ended 30 June 2021. *Not annualised.
Inception date: 31 August 2009.
Figures may not sum due to rounding.
Benchmark is MSCI Pacific Index.
Source: StatPro, MSCI.
euro

Discrete Performance

                                                    30/06/16-      30/06/17-     30/06/19-          30/06/19-       30/06/20-
                                                     30/06/17       30/06/18      30/06/19           30/06/20        30/06/21
Composite Net (%)                                         15.0            15.0         1.1                9.9            24.0
Benchmark (%)                                             16.5             7.6         2.6               -0.7            21.3

Benchmark is MSCI Pacific Index.
Source: StatPro, MSCI.
euro
Performance - Sterling                                                                                              07

Performance Objective
+2% p.a. over 5 years, gross of fees vs benchmark.
The performance objective stated is in no way guaranteed. The performance target is aspirational and is
not used for the purpose of determining or constraining the composition of the portfolio. Performance
may vary between segregated accounts and pooled funds in different jurisdictions as each structure will
bear a different set of costs. A single performance target may not be appropriate for all vehicles in all
jurisdictions and for this reason our portfolio specific materials will often refer to ‘material’ outperformance
of a benchmark.

Periodic Performance

                                                      Composite Net (%)          Benchmark (%)                  Difference (%)
3 Months*                                                           0.6                       1.2                         -0.6
YTD*                                                                0.5                       2.9                         -2.5
1 Year*                                                            17.1                      14.6                         2.5
3 Years                                                            10.2                       6.3                         3.9
5 Years                                                            13.5                       9.9                         3.6
10 Years                                                           11.5                       8.4                         3.0
Since Inception                                                    12.1                       8.6                         3.4

Annualised periods ended 30 June 2021. *Not annualised.
Inception date: 31 August 2009.
Figures may not sum due to rounding.
Benchmark is MSCI Pacific Index.
Source: StatPro, MSCI.
sterling

Discrete Performance

                                                    30/06/16-      30/06/17-     30/06/19-          30/06/19-       30/06/20-
                                                     30/06/17       30/06/18      30/06/19           30/06/20        30/06/21
Composite Net (%)                                         21.6            15.9         2.3              11.7             17.1
Benchmark (%)                                             23.1             8.4         3.9                0.8            14.6

Benchmark is MSCI Pacific Index.
Source: StatPro, MSCI.
sterling
Performance – Canadian Dollar                                                                                      08

Performance Objective
+2% p.a. over 5 years, gross of fees vs benchmark.
The performance objective stated is in no way guaranteed. The performance target is aspirational and is
not used for the purpose of determining or constraining the composition of the portfolio. Performance
may vary between segregated accounts and pooled funds in different jurisdictions as each structure will
bear a different set of costs. A single performance target may not be appropriate for all vehicles in all
jurisdictions and for this reason our portfolio specific materials will often refer to ‘material’ outperformance
of a benchmark.

Periodic Performance

                                                     Composite Net (%)          Benchmark (%)                  Difference (%)
3 Months*                                                         -0.8                      -0.1                         -0.6
YTD*                                                              -1.3                       1.1                         -2.4
1 Year*                                                           19.1                      16.5                         2.6
3 Years                                                            9.6                       5.7                         3.9
5 Years                                                           13.2                       9.6                         3.6
10 Years                                                          12.6                       9.5                         3.1
Since Inception                                                   11.6                       8.2                         3.4

Annualised periods ended 30 June 2021. *Not annualised.
Inception date: 31 August 2009.
Figures may not sum due to rounding.
Benchmark is MSCI Pacific Index.
Source: StatPro, MSCI.
Canadian dollars

Discrete Performance

                                                    30/06/16-      30/06/17-    30/06/19-          30/06/19-      30/06/20-
                                                     30/06/17       30/06/18     30/06/19           30/06/20       30/06/21
Composite Net (%)                                         18.1           19.3        -2.1              13.0             19.1
Benchmark (%)                                             19.6           11.6        -0.5                2.0            16.5

Benchmark is MSCI Pacific Index.
Source: StatPro, MSCI.
Canadian dollars
Performance – Australian Dollar                                                                                     09

Performance Objective
+2% p.a. over 5 years, gross of fees vs benchmark.
The performance objective stated is in no way guaranteed. The performance target is aspirational and is
not used for the purpose of determining or constraining the composition of the portfolio. Performance
may vary between segregated accounts and pooled funds in different jurisdictions as each structure will
bear a different set of costs. A single performance target may not be appropriate for all vehicles in all
jurisdictions and for this reason our portfolio specific materials will often refer to ‘material’ outperformance
of a benchmark.

Periodic Performance

                                                      Composite Net (%)          Benchmark (%)                  Difference (%)
3 Months*                                                           2.2                       2.8                         -0.6
YTD*                                                                4.4                       6.9                         -2.6
1 Year*                                                            20.1                      17.5                         2.6
3 Years                                                            11.3                       7.3                         4.0
5 Years                                                            14.1                      10.4                         3.6
10 Years                                                           13.8                      10.7                         3.1
Since Inception                                                    11.6                       8.2                         3.4

Annualised periods ended 30 June 2021. *Not annualised.
Inception date: 31 August 2009.
Figures may not sum due to rounding.
Benchmark is MSCI Pacific Index.
Source: StatPro, MSCI.
Australian dollars

Discrete Performance

                                                    30/06/16-      30/06/17-     30/06/19-          30/06/19-       30/06/20-
                                                     30/06/17       30/06/18      30/06/19           30/06/20        30/06/21
Composite Net (%)                                         14.6            22.2         3.8              10.5             20.1
Benchmark (%)                                             16.1            14.4         5.4               -0.2            17.5

Benchmark is MSCI Pacific Index.
Source: StatPro, MSCI.
Australian dollars
Performance – Attribution                                                                                       10

Stock Level Attribution
Top and Bottom Ten Contributors to Relative Performance

Quarter to 30 June 2021                                                 One Year to 30 June 2021
Stock Name                                         Contribution (%)     Stock Name                       Contribution (%)
Tsingtao Brewery 'H'                                             0.4    Washington Soul Pattinson                    0.9
CyberAgent Inc                                                   0.3    James Hardie Industries                      0.7
Shiseido                                                         0.3    Techtronic Industries                        0.7
James Hardie Industries                                          0.2    CyberAgent Inc                               0.6
Daiichi Sankyo Company                                           0.2    SEEK                                         0.5
Cochlear                                                         0.2    XERO (AU)                                    0.4
SEEK                                                             0.2    Daiichi Sankyo Company                       0.4
REA Group                                                        0.2    Denso                                        0.4
Sony                                                             0.2    REA Group                                    0.4
Misumi                                                           0.2    Nidec                                        0.3
SoftBank Group                                                  -0.5    Pigeon                                       -0.9
Pigeon                                                          -0.4    Olympus                                      -0.7
SBI Holdings                                                    -0.4    TPG Telecom                                  -0.5
Toyota Motor                                                    -0.3    Commonwealth Bank of Australia               -0.5
Galaxy Entertainment Group                                      -0.3    Sugi Holdings                                -0.4
Sugi Holdings                                                   -0.3    Toyota Motor                                 -0.3
Commonwealth Bank of Australia                                  -0.2    Shiseido                                     -0.3
Ryman Healthcare Ltd                                            -0.2    SBI Holdings                                 -0.3
Hitachi                                                         -0.2    MS&AD Insurance                              -0.3
Olympus                                                         -0.2    Tokyo Electron                               -0.3

Source: StatPro, MSCI. Developed Asia inc Japan composite relative to MSCI Pacific Index.
Some stocks may have only been held for part of the period.
Portfolio Overview                                                                                                            11

Top Ten Largest Holdings
Stock Name                             Description of Business                                                     % of Portfolio
Baillie Gifford Japanese Smaller Cos
                                       Japanese smaller companies investment fund                                             7.2
Fund
SoftBank Group                         Telecom operator and technology investor                                               4.0
Shiseido                               Japanese cosmetics manufacturer                                                        3.9
Hong Kong Exchanges & Clearing         Stock exchange operator                                                                3.5
SMC                                    Producer of factory automation equipment                                               3.4
Olympus                                Optoelectronic products                                                                3.3
Shimano                                Cycling component manufacturer                                                         3.2
United Overseas Bank                   Singaporean commercial bank                                                            2.9
Recruit Holdings                       Property, lifestyle and HR media                                                       2.8
WHSP                                   Investment holding company                                                             2.8
Total                                                                                                                        36.9

                                                                 Sector Weights                                              (%)
                    9                                            1   Industrials                                             17.5
                               1
                8                                                2   Communication Services                                  15.6
                                                                 3   Consumer Staples                                        14.4
            7
                                                                 4   Financials                                              13.5
                                                                 5   Consumer Discretionary                                   9.5
        6                              2
                                                                 6   Health Care                                              8.1
                                                                 7   Baillie Gifford Pooled Funds                             7.2
            5                                                    8   Information Technology                                   5.7
                                                                 9   Materials                                                4.8
                                3
                        4                                        10 Energy                                                    2.8
                                                                 11 Cash                                                      0.9

                                                                 Geographical Location Weights                               (%)
                    4                                            1   Japan                                                   62.5
                                                                 2   Hong Kong                                               14.7
            3                                                    3   Australia                                               14.2
                                                                 4   Singapore                                                4.2
                                                                 5   New Zealand                                              3.0
                                                                 6   Thailand                                                 0.5

        2                                                        7   Cash                                                     0.9
                                       1

                                                                                               Totals may not sum due to rounding.
Governance Summary                                                                                                                  12

Voting Activity
Votes Cast in Favour                                 Votes Cast Against                                  Votes Abstained/Withheld
Companies                                       26 Companies                                           2 Companies                   3
Resolutions                                    290 Resolutions                                         4 Resolutions                 4

In 1948, the United Nations Universal Declaration of Human Rights
was the first rights declaration that explicitly applied to everyone,
regardless of race, gender, economic circumstance and beliefs. It is
as relevant as ever today
We engage with our holdings on business and human rights issues,
encouraging management teams to understand the growing
expectations on their businesses and support the protection of human
rights within their sphere of influence
A lot of work is discretely going into improving human rights
standards across international business and supply chains, much
taking place under initiatives such as the UN Global Compact, to
which we are a long-standing signatory

Company Engagement
Engagement Type                                       Company
Corporate Governance                                  SoftBank Group Corp.
Environmental/Social                                  BHP Group
AGM or EGM Proposals                                  Nintendo Co., Ltd., Sysmex Corporation
Notes on company engagements highlighted in blue can be found in this report. Notes on other company
engagements are available on request.
Governance Summary                                                                                                                                          13

Rights, responsibilities and sustainable returns                                     Many centuries later, the adoption of the Universal
                                                                                 Declaration of Human Rights by the United Nations
The oldest known bill of rights is thought by many                               General Assembly on 10 December 1948 was the final
historians to be the Cyrus Cylinder. Following the                               act in one of the most remarkable achievements in human
conquest of the City of Babylon by the armies of Cyrus                           history. Out of the ashes of the second world war, an
the Great, the first king of ancient Persia, Cyrus                               international committee headed by the charismatic and
apparently freed the slaves, declared that all people had                        dynamic former US First Lady Eleanor Roosevelt and
the right to choose their own religion and established                           Vice Chair PC Chang of China managed to draft a
racial equality. These and other decrees were recorded on                        ‘universal bill of rights’ that was endorsed by almost
a baked-clay cylinder in the Akkadian language with                              every country in the world (there were a small number of
cuneiform script.                                                                abstentions).
   Recognising this ancient object, now residing in the                              Before then, there had been a number of hugely
British Museum, as the world’s first charter of human                            significant milestones towards universal rights such as
rights, the script has been translated into all official                         the Magna Carta (1215), the French Declaration of the
languages of the United Nations and its provisions                               Rights of Man and of the Citizen (1789), and the US Bill
parallel the first four Articles of the 1948 Universal                           of Rights (1791), but there had never before been a
Declaration of Human Rights.                                                     declaration of rights that explicitly applied to everyone,
                                                                                 regardless of race, gender, economic circumstance and
                                                                                 beliefs.

Members of the United Nations Commission on Human Rights rehearsing in the Delegates Lounge for a television show You and Human Rights.
Left to right are: Professor Rene Cassin, France; Dr PC Chang, China; Quincy Howe, CBS (Columbia Broadcasting Service), moderator; Mrs Eleanor Roosevelt, US,
Commission Chairman; Dr Charles Malik, Lebanon, and Mr E Kelen of UN Radio Division.
© United Nations. https://www.flickr.com/photos/un_photo/37464345502/in/album-72157677599327615/
Governance Summary                                                                                                      14

    Despite being over 70-years-old today, the Universal           From this relatively recent, tentative start, human
Declaration is still the foundation for all international      rights awareness, and many accompanying dilemmas, are
human rights law, and the fundamental rights that it sets      now everywhere in business, not least because of the role
out are as relevant as ever. One of the reasons for the        of social media and increasing NGO and employee
Declaration’s ongoing significance and longevity is the        activism in holding companies to account. The resulting
principle of ‘universalism’ that runs through the              reputational risk from the mishandling of human rights
document. At the insistence of Vice Chair PC Chang, the        issues is ensuring that the ‘s in esg’ – social – is rapidly
Chinese diplomat, philosopher and playwright whose             reaching parity with the environmental (‘e’) and
membership of the drafting committee was of pivotal            governance (‘g’) issues in terms of commercial
importance, there was no direct mention of any specific        importance. Whether this is considered by all to be
religion with respect to the principles, only freedom of       appropriate or not, many businesses have learned the hard
religion as a right. This ensured that the principles in the   way that stakeholder expectations have changed beyond
Declaration were articulated as natural, inalienable rights    all recognition from the Milton Friedman thesis that the
that could not be arbitrarily revoked by monarchs, clerics     sole responsibility of the corporation was to make money
or politicians.                                                for shareholders.
    While this brief history of rights is of innate academic       In the past few years alone, Rio Tinto’s Chief
interest, human rights is a topic of rapidly growing           Executive Jean-Sébastien Jacques was forced to resign
currency and importance in investment management and           after a number of aboriginal cultural sites were destroyed
the wider business community.                                  during the company’s mining operations; numerous
    Until relatively recently, the responsibility for          fashion companies have been publicly named and shamed
protecting human rights fell on sovereign states,              for allegedly having forced labour in their supply chains;
supported by a number of international agencies and non-       companies providing products or services linked to
governmental organisations (NGO). However following            detention centres in the US and China have found
several high profile incidents in the latter 20th century,     themselves in the cross-hairs of campaign groups around
not least the perceived lack of intervention by oil and        the world; and corporations have been accused of being
gas companies during the trial and execution of Nigerian       tacitly ‘part of the problem’ in the lack of progress in
community activist and environmental protestor                 improving the human rights and economic empowerment
Ken Saro-Wiwa in 1995, the United Nations became               of black, minority and first nation citizens in a number of
increasingly interested in the role that businesses could      countries.
play in supporting the protection of human rights. This            While many people tend to think of issues as modern
culminated in human rights being specifically included in      slavery and discrimination against minority groups when
the United Nations Global Compact, launched in 2000 as         they think of human rights in the economy, there are also
a framework for socially responsible business operations,      a range of evolving areas where different conceptions of
embodied in the first two of 10 principles:                    employee and consumer rights are coming to the fore.
    “Businesses should support and respect the protection      These include the right to digital privacy, gender and
of internationally proclaimed human rights (Principle          identity rights in the workplace and the right to safer
One); and businesses should make sure that they are not        working conditions for all, the latter starkly highlighted
complicit in human rights abuses (Principle Two)”.             by some of the inequalities of the pandemic. Human
                                                               rights are also increasingly relevant to discussions on the
    This was followed up by the much more detailed
                                                               best way to ‘net-zero’ emissions, taking account of issues
United Nations Guiding Principles on Business and
                                                               such as the economic rights of workers in the fossil fuel
Human Rights, endorsed in 2011. More recently, many
                                                               industry during a ‘just transition’ and the right to
businesses have also recognised the role that they can
                                                               protection from the adverse physical impacts of climate
play in supporting the achievement of the UN Sustainable
                                                               change. Technology platforms are also grappling with the
Development Goals, particularly with respect to basic
                                                               at times competing rights of free speech on one hand and
universal needs such as primary healthcare, nutrition and
                                                               a content stewardship duty of care towards protected
sanitation.
                                                               characteristics groups and vulnerable users online.
Governance Summary                                           15

    For all of the above reasons, we are engaging with our
holdings on business and human rights issues, supported
by additional research in this area being undertaken by
the Baillie Gifford Governance and Sustainability Team
and a newly established Investment Human Rights
Research Group. We encourage all management teams to
understand the growing expectations on their business to
understand their obligations and support the protection of
human rights within their sphere of influence.
    Our experience to date is that the ambitious,
innovative and growth-oriented kinds of companies that
we aim to hold typically have no interest whatsoever in
being even remotely connected to human rights abuses,
and are often passionate to do what they can to support
progress in this area. While it can be hard (and at times
counter-productive) to take bold public positions in
highly sensitive areas, very considerable amounts of
thought and commitment are discretely going into
improving human rights standards across international
business and supply chains, much of this taking place
under the auspices of invaluable initiatives such as the
UN Global Compact, to which we are a long-standing
signatory.
    Human rights are at their most difficult and
contentious when countries at different stages of
development place differing emphasis on the trade-offs
between individual rights and collective national security
or economic development goals. Investors and companies
alike are nevertheless still expected to be positive
advocates for human rights in these circumstances, or at
the very least not complicit in abuses, even though most
rightly understand the limitations of their sphere of
influence and the very significant risks from missteps in
this arena. For our part, we will report back on our work
in this critically important and rapidly evolving area in
our client and regular investment stewardship reporting.
Governance Engagement                                                                                         16

Company                 Engagement Report
BHP Group               We spoke with Chairman Ken MacKenzie about cultural heritage, climate change and
                        board governance. Mr MacKenzie outlined a continuous improvement programme to
                        ensure strong stakeholder relationships with Traditional Owners and indigenous
                        populations across BHP's operations. To this end, the company established a dedicated
                        Heritage Council, consisting of BHP, indigenous community representatives and other
                        relevant stakeholders to support better oversight, management and understanding of mine
                        sites at its South Flank operations. The Chairman outlined BHP's intention to lead the
                        industry in this area. While it is wholly supportive of new legislation to protect Traditional
                        Owner rights, the company reaffirmed its intention to operate responsibly, implementing
                        practices which exceed legal or industry requirements. With regards to climate change,
                        MacKenzie explained that the board believes BHP is a more valuable business as the
                        world decarbonises, with most demand for its metals seen at the most ambitious warming
                        scenario of 1.5-degrees. However, while the company has set strong reduction targets for
                        its operational emissions, we think the company can do more to address its material scope
                        three emissions which make up approximately 95 per cent of its footprint. In future
                        discussions we will continue to push the company to support customer efforts to
                        decarbonise the downstream component of BHP's value chain.
Nintendo Co., Ltd.      We had a call with the investor relations team of Nintendo to discuss their forthcoming
                        annual general meeting, in particular the election of a new director, Chris Meledandri. Mr
                        Meledandri is the CEO of Illumination Entertainment and will be the first non-Japanese
                        member of Nintendo's board. During the call we also discussed broader topics around
                        Nintendo's unique culture. Nintendo are keenly aware of the importance of their creative
                        talent, but also that they do not want to cultivate a 'star developer' atmosphere. They give
                        their developers as much freedom as possible to experiment and ensure that everyone has
                        a certain amount of 'idle time', which is quite unusual in Japan. They are particularly
                        conscious of the need to insulate their developers from external scrutiny, so that they
                        continue to take risks in their creative process. This is getting harder with the rise of social
                        media and, unlike when Nintendo first started making games, increasingly customers
                        expect to have direct access to developers.
SoftBank Group Corp.    We had a call with Yoko Dochi, Head of Investor Relations for Softbank Group. During the
                        call we discussed Softbank's share buyback programme - the largest in Japan's history;
                        board refreshment; and their evolving views of ESG. New non-executive director Keiko
                        Erikawa brings extensive experience from tech and gaming, but - perhaps more
                        importantly with the recent changes to the board - also brings an entrepreneurial skillset
                        that we feel is particularly important for Softbank. They recently appointed their CFO as
                        their chief sustainability officer and are in the process of integrating ESG considerations
                        into their internal functions. Particular attention is being paid to how best to integrate ESG
                        factors into the investment activities of the two Vision Funds. The challenge for Softbank is
                        the tension between bringing more rigour and process to their activities while maintaining
                        the dynamism that is fundamental to their continued success.
Voting                                                                                                                             17

Votes Cast in Favour
Companies                                                   Voting Rationale
AIA Group, Denso, FANUC, Galaxy Entertainment Group,        We voted in favour of routine proposals at the aforementioned
Hong Kong Exchanges & Clearing, Jardine Matheson,           meeting(s).
Kakaku.com, Keyence, MS&AD Insurance, Makita
Corporation, Misumi, Murata, Nidec, Nintendo, Olympus,
Recruit Holdings, SBI Holdings, SMC, SoftBank Group,
Sugi Holdings, Suzuki Motor Corp, Sysmex Corp,
Techtronic Industries, Tencent, Tsingtao Brewery 'H',
United Overseas Bank

Votes Cast Against
Company                         Meeting Details             Resolution(s)      Voting Rationale
Galaxy Entertainment Group      AGM                         4.2, 4.3           We opposed two resolutions which sought
                                13/05/21                                       authority to issue equity because the potential
                                                                               dilution levels are not in the interests of
                                                                               shareholders.
Galaxy Entertainment Group      AGM                         5                  We opposed the Share Option Scheme due to poor
                                13/05/21                                       disclosure, and the potential conflict of having the
                                                                               plan administrators eligible to participate in the
                                                                               plan. In addition we felt the level of dilution was not
                                                                               in the interests of shareholders.
Makita Corporation              AGM                         2                  We opposed the resolution proposing various
                                25/06/21                                       amendments to the Articles of Association. Whilst
                                                                               we were supportive of the majority of amendments
                                                                               including a move to a one-tier board structure, we
                                                                               were not supportive of the amendment to abolish
                                                                               the shareholders vote on the dividend payment.

Votes Abstained
Company                         Meeting Details             Resolution(s)      Voting Rationale
Keyence                         AGM                         2.2                We abstained on the election of the chair as we
                                11/06/21                                       believe the company's capital strategy is not in the
                                                                               interests of shareholders.
Companies                                                   Voting Rationale
Keyence, Makita Corporation, Misumi                         We abstained on the low dividend payment as we believe the
                                                            company's capital strategy is not in the interests of shareholders.

Votes Withheld
We did not withhold on any resolutions during the period.
Transaction Notes                                                                                                        18

New Purchases
Stock Name                Transaction Rationale
iFAST Corp                iFast is a Singaporean online investment management platform used by independent financial
                          advisers (IFAs) and DIY investors mainly for investing in unit trusts. iFast is the only truly
                          independent investment management platform in Singapore, Hong Kong, and Malaysia, which is
                          not owned by incumbent players. We believe iFast will see an increase in its Singapore assets
                          under management (AUM) as the IFA and self-directed investment segments take share from
                          the traditional channels of banks and insurance companies. Beyond benefiting from this shift in
                          customer behaviour we think iFast has three large growth opportunities. First, iFast is expanding
                          from its domestic market of Singapore into Hong Kong, a similar size market to Singapore
                          regarding AUM. Second, iFast is broadening its offering from unit trusts to other asset classes.
                          Finally, using its technological capabilities, the company can build platforms for other financial
                          companies in the industry. We believe iFast is led by a long-term and visionary management
                          team capable of executing the above-mentioned opportunities and that the current share price
                          does not take account of this attractive combination.
Kobe Bussan Co Ltd        Kobe Bussan is a Japanese discount supermarket operator. We believe that its combination of
                          differentiated brand, cost competitive offering (a function of scale and targeted vertical
                          integration) and its track record of rolling out new stores, positions the company well for
                          profitable growth over many years. The company continues to be run by the founding family
                          which creates strong alignment with minority shareholders. We believe the current share price
                          does not reflect these promising prospects and have therefore decided to take a holding for the
                          portfolio.
Z Holdings Corp           Z Holdings is the company formed from the merger of Yahoo Japan (one of Japan's leading
                          online media and ecommerce businesses) and Line (the dominant online messaging platform in
                          Japan). It also has a stake in Paypay, the leading emoney platform in Japan. We believe that
                          there are significant benefits to be realised from combining these businesses and that they have
                          the potential to be much larger in the future as the shift to online activity continues and as
                          growth synergies are realised. The company is facing some years of heavy spending as it
                          invests in future growth and we believe the market is failing to take account of what could result
                          in the long term. As a result, we believe we are being given the opportunity to invest at a very
                          attractive price.

There were no complete sales during the period.
Legal Notices                                                                                                                                   19

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