Henderson High Income Trust Regulatory News (HHI)

HENDERSON INVESTMENT FUNDS LIMITED

HENDERSON HIGH INCOME TRUST PLC

LEGAL ENTITY IDENTIFIER 213800OEXAGFSF7Y6G11

25 July 2019

HENDERSON HIGH INCOME TRUST PLC

Update Statement

The Company received the following votes in respect of resolution 5: to re-elect Anthony Newhouse as a Director at the AGM held on 8 May 2019:

Following this result the Company analysed the results and identified that one large shareholder had voted against this resolution.

The Chairman of the Board wrote to this shareholder to ask for their feedback but has not yet received a response.

The Board does consider the criteria set out in the UK Code of Corporate Governance 2018 ('UK Code') to measure the independence of directors. However, the Board chooses to follow the AIC Code of Corporate Governance issued in February 2019 ('AIC Code') which adapts the UK Code to make it relevant for investment companies. The FRC has confirmed that member companies who report against the AIC Code will be meeting their obligations in relation to the UK Code. This endorsement means that the Company, as an AIC member, meets its obligations under the UK Code and associated disclosures under paragraph 9.8.6 of the Listing Rules.

The Board also appreciates the requirement to refresh the Board, while also aiming to balance this with the need for some continuity and retention of experience. As a closed-ended investment company the day-to-day activities of the Company (such as portfolio management, administration, accounting and company secretarial) are outsourced to external service providers. Therefore the Board does not believe that length of service on the Board necessarily impacts a director's independence or that it should disqualify a director from seeking reappointment. As stated in the Annual Report for the year-ended 31 December 2018, the Nominations Committee carefully assessed the independence of each director at its meeting in January 2019 and concluded that all the directors remain wholly independent of the Manager, Janus Henderson.

The Board has already begun to execute its plan to refresh itself over the coming years, so that a younger Board (both in age and tenure) will be in place, with five new directors joining between 2016 and 2021. The Board has deliberately phased the introduction of new directors over this five-year time frame to ensure that the required mix of skills, experience and corporate knowledge is retained during this process and beyond. This succession plan complies with the AIC Code and the Board believes this plan continues to achieve a sensible balance between continuity and reinvigoration and is in the best interests of the Company and its stakeholders.

Future steps

The Board has decided that it is inappropriate for the Company to take further action regarding this vote, since the next intended step of its existing succession plan has already been agreed, namely the recruitment of a further director and Anthony Newhouse's retirement at the conclusion of the 2020 AGM.