Annual Report and Accounts 2023
Deep liquidity.
Unique data.
OUR STRATEGIC PRIORITIES
Three strategic priorities empower our vision and
drive our purpose.
DYNAMIC CAPITAL MANAGEMENT
A clear capital allocation framework – investing for organic
growth, reducing debt, our dividend policy, and a focus on the
return of surplus capital to shareholders – guides our strategy.
See page 17
TRANSFORMATION
Future-proofing our broking businesses through the
roll out of Fusion, our flagship digital platform.
See page 16
DIVERSIFICATION
New clients, new asset classes, greater
non-broking revenue.
See page 17
2023 highlights Contents
FINANCIAL
SUSTAINABILITY
Overview
IFC TP ICAP at a glance
1 2023 highlights
2 Chair’s statement
6 Chief Executive Officer’s review
Strategic report
14 Market trends
16 Our strategy
18 Sustainability
30 Our business model
32 Our KPIs
34 Financial and operating review
46 Stakeholder engagement
54 Viability statement and going concern
55 Principal risks and uncertainties
64 Task Force on Climate-related
Financial Disclosures (‘TCFD’)
Governance report
78 Governance at a glance
80 Compliance with the Code
82 Board Chair’s governance letter
84 Board of Directors
88 Corporate governance report
94 Report of the Nominations &
Governance Committee
100 Report of the Audit Committee
106 Report of the Risk Committee
110 Report of the Remuneration
Committee
130 Directors’ report
133 Statement of Directors’ responsibilities
Financial statements
134 Independent Auditor’s Report to
the members of TP ICAP Group plc
141 Consolidated Income Statement
142 Consolidated Statement of
Comprehensive Income
143 Consolidated Balance Sheet
144 Consolidated Statement of Changes
in Equity
145 Consolidated Cash Flow Statement
146 Notes to the Consolidated Financial
Statements
Additional information
199 TP ICAP Group plc shareholder
information
201 Group undertakings
206 Appendix – Alternative Performance
Measures
208 Glossary
Revenue
2023
2,191
2022
2,115
2021
1,865
£2,191m
Operating profit (EBIT)
2023
128
2022
163
2021
97
£128m
Operating profit (EBIT) margin
2023 5.8
2022
7.7
2021
5.2
5.8%
Final dividend
Final dividend of 10.0 pence per share
recommended for 2023, and payable to
shareholders on 24 May 2024.
10.0p +27%
Profit before tax
2023
96
2022
113
2021
24
£96m
Basic EPS
2023
9.5
2022
13.2
2021
0.7
9.5p
Dividend payment
Dividend policy targets dividend cover of c.2 times
on adjusted post-tax earnings (50% pay-out ratio).
Typically based on a pay-out range of 30-40%
of half-year adjusted post-tax earnings with the
balance paid in the final dividend.
£99m
Total dividend
Total dividend for the year of 14.8 pence
per share (2022: 12.4p), an increase of 19%.
14.8p +19%
Carbon emissions
Reduced Scope 1 and 2 carbon emissions by 20%
from 2022.
-20%
ESG ratings
Improved CDP Climate Change score from C to B-,
and MSCI ESG Rating from BBB to A.
MSCI ‘A’ rated
TP ICAP GROUP PLC Annual Report and Accounts 20231
Overvi ew
TP ICAP at a glance
ABOUT TP ICAP
With a heritage dating back to 1866, TP ICAP is a world-leading
provider of market infrastructure and data-led solutions.
Diversified client base:
Banks | Asset Managers | Hedge Funds | Corporates |
Trading Houses | Market Makers
Integrated broking protocols:
Voice | Electronic | Hybrid
Coverage across all major asset classes and products:
Rates | FX | Credit | Equities | Oil | Gas | Power |
Renewables | Digital Assets
#1
We are the world’s:
> #1 Over-the-counter (‘OTC’)
liquidity venue
> #1 Inter-dealer broker
> #1 OTC energy and
commodities broker
> #1 Provider of OTC
pricing data
28
Countries around
the world
5,200
Employees
Including c.2,500 brokers
Global Broking
The world’s largest inter-dealer broker
> Rates, FX & Money Markets, Equities, and Credit
> Tullett Prebon and ICAP generally #1 or #2 in every product
where they do business
> Brands compete to provide diverse liquidity pools and best
service to clients
> 40% overall revenue market share¹
40%
Market share
1 Compared with listed peers, as at half year 2023 results
Liquidnet
A global, tech-led agency execution specialist
> Leading electronic trading network
> Average daily liquidity of US$82 billion
> 1,000+ buy-side clients, collectively managing
US$26 trillion in equity assets
> Specialist in Cash Equities dark/block trading
> Growing Listed Derivatives presence
> Deep connectivity into institutional workflows via order/
execution management systems
Awards:
2023 European Markets Choice Awards: Best Agency Broker
2023 Waters Rankings: Best Crossing Network Provider
2023 Leaders in Trading: Outstanding Dark Trading Venue
OUR BUSINESS DIVISIONS
Energy & Commodities
The world’s leading OTC energy and commodities broker
> Comprehensive product coverage across all actively
traded markets: Financial | Physical | Advisory
> Execution and liquidity delivered through ICAP, Tullett
Prebon, and PVM, the world’s leading oil broker
> Global coverage
> Our brokers add value across the life cycle of a trade:
canvassing the market for expressions of interest,
intelligence gathering, negotiations, execution, and
post-transaction processing
19
Offices in 11 countries
Parameta Solutions
Specialist data and analytics division
> World-leading provider of unique, neutral OTC pricing data
> 800k+ instruments, leveraging TP ICAP’s proprietary
trade data, and third-party data
> Growth strategy centred on new product innovation,
partnerships, and multi-channel distribution
~900
Clients worldwide
OUR INVESTMENT PROPOSITION
01
Market-leading position,
strong dealer connectivity
> Revenue market share of 46% in listed peer group
> Deep connectivity, and long-established
relationships, with top tier investment banks and
asset managers
05
Diversification through new
business opportunities
> Track record of creating new scale businesses,
such as Parameta Solutions
> Well positioned for growth: Environmentals
(e.g. trading of emissions credits), Digital Assets
(tokenisation), and Dealer-to-Client trading of
credit instruments
02
Deep liquidity. Unique data
> World’s largest inter-dealer broker
> Well placed as a private sector liquidity provider
> World-leading provider of unique, neutral OTC
pricing data
06
Major value opportunity
> Parameta Solutions: a substantial data and
analytics business with high quality, high
margin growth
> 96% subscription-based revenues; 98% client
renewal rate
> Expanding through partnerships and new growth
opportunities (e.g. benchmarks and indices)
03
Diversified revenue base, strong
geographical presence
> Well-diversified business model: c.65% of
revenue generated outside the UK and c.60%
USD-denominated
> Growing buy-side connectivity and data franchise
drive diversification
> Present in key markets across 28 countries
07
Capital discipline
> Investing for organic growth: such as in Fusion,
and Parameta Solutions
> Reducing debt: £100m of cash freed up to pay
down debt in 2023
> Clear dividend policy: 50% pay-out ratio of
adjusted post-tax earnings for full year
> Identify, and return to shareholders, surplus
capital – subject to ongoing assessment of
balance sheet/investment requirements
> Completed £30m share buyback programme
announced in August 2023
> Second £30m share buyback programme
announced on 12 March 2024
> Fitch rating: BBB- Stable Outlook
04
Highly cash generative
> High profit to cash conversion across the
business, with an attractive dividend yield for
income investors
08
ESG credentials
> MSCI Rating: A
> CDP Score: B-
> ICAP Charity Day: £165m raised since 1993
> 40% gender diversity at Group Board level
> 20% reduction in Scope 1 and 2 emissions
Read more
Sustainability
Pages 18 to 29
Chair’s statement
CHAIR’S STATEMENT
We delivered a good financial
performance in 2023, reflecting our
focus on contribution, productivity
and tight cost control.
“ We have a clear strategic framework and
are executing our priorities at pace. The
provision of deep liquidity and unique
data, our core competencies, have never
been more important to the efficient
functioning of many markets.”
TP ICAP GROUP PLC Annual Report and Accounts 20232
Dear fellow shareholder
2023 was a successful year for the Group. Your Board focused
particularly on three areas: (a) the strategic development of
our major businesses, (b) key areas of oversight and review, and
(c) our Board and senior management capability. More detail on
the Board’s activities can be found on pages 79 and 90.
Group performance
Before dealing with these topics, I will review the main elements
of our 2023 performance, including the market backdrop.
We delivered a good financial performance in 2023, reflecting
our focus on contribution, productivity and tight cost control.
The highlights included: a record Energy & Commodities (‘E&C’)
performance, a continued uptick in Global Broking productivity,
freeing up £100m of cash to reduce our outstanding debt, and
delivering a £30m buyback programme. We also met, or
exceeded, most of our revised 2023 targets. For more detail,
see the CEO Review (page 6) and the Financial and Operating
Review (page 34).
Market conditions are key for us. Central banks, in response to
continued inflationary pressures, engaged in further monetary
policy tightening. Interest rates in the UK, for example, rose to
15-year highs. Whilst this environment is a favourable one for
our Rates franchise, as we expected, the exceptional volatility-
driven volumes seen in 2022, did not recur at the same level
this year.
Buoyant energy market conditions, following a challenging
2022, enabled E&C to leverage its market-leading position and
deliver record growth in revenue and adjusted EBIT. In contrast,
poor stock market conditions resulted in a difficult environment
for large block trading, impacting Liquidnet. Against this
backdrop, we right-sized the division’s cost base. Liquidnet’s
enhanced operational leverage means it is well placed for when
stock market conditions begin to improve for block trading, in
particular. Continued growth in demand for scarce OTC data
underpinned Parameta Solutions’ growth. The business
broadened its product offering, in areas such as benchmark
administration and indices, through a range of new partnerships
– for example, General Index in energy.
We delivered a 3%¹ increase in Group revenue (+4% on a
reported currency basis). Group adjusted EBIT² (£300m)
increased by 8%¹ (2022: £277m¹) or 9% on a reported currency
basis. Group reported EBIT, including a £76m Liquidnet net
impairment charge (non-cash), declined by 21%, on a reported
currency basis, to £128m (2022: £163m). The impairment in the
carrying value of the Liquidnet goodwill and acquired
intangible assets principally reflects challenging block market
conditions, and an increase in the discount rate used to value
the business, in line with higher interest rates.
In accordance with our dividend policy, the Board is
recommending a final dividend of 10.0 pence per share to be
paid on 24 May 2024, with an ex-dividend date and record date
of 11 April 2024, and 12 April 2024, respectively. This brings the
total dividend for the year to 14.8 pence per share, 19% ahead
of 2022.
Development of key businesses
The Board focused on the strategic development of our key
businesses, especially Global Broking and E&C.
Global Broking
Global Broking accounts for 57% of our total revenue
(2022: 60%¹). This year, we concentrated our efforts on driving
improved contribution, including broker productivity. The Board
again reviewed the rollout of our electronic platform, Fusion.
The rollout is progressing well and the current programme is
expected to conclude in 2025. Our focus is on client adoption,
with a dedicated Fusion sales team in place. Adoption is being
measured against a range of internal KPIs: pace of delivery,
client usage and return on investment.
Energy & Commodities (‘E&C’)
We reviewed E&C’s strategy, against the backdrop of the major
changes the Energy Transition is generating for all of us. The
division is well-positioned to capitalise on continued growth in
oil and gas, and exploit new opportunities in more nascent
markets. They include the trading of voluntary and mandatory
carbon credits, battery metals, biofuels etc. The opportunity to
monetise data is significant too. Parameta Solutions and E&C
are working closely together to realise this opportunity.
1 In constant currency.
2 Refer to page 206 for Appendix – Alternative Performance Measures.
TP ICAP GROUP PLC Annual Report and Accounts 20233
Overvi ew
Key review areas
Your Board spent a substantial amount of time on certain key
strategic issues. The areas I will focus on are: (a) strategic options for
Parameta Solutions, (b) strategy and execution at Liquidnet, and
(c) capital management.
Parameta Solutions
Parameta Solutions is a highly valuable asset: the global leader in
the provision of OTC data and analytics. The division has high-
quality, recurring revenue streams and excellent client retention.
A key emphasis for us has been how we optimise Parameta’s growth
potential, including enhanced value recognition. For example, the
consolidation of the various Parameta Solutions companies under
a single legal structure³, will enable us to more easily enter into
third-party data partnerships.
Parameta Solutions is a valuable contributor to our future growth,
and a key generator of cash and profits. The Board believes that the
value of the asset is not being appropriately reflected in the Group’s
share price. Accordingly, we are exploring options to unlock value
for shareholders, which include a potential IPO of a minority stake
in Parameta.
Liquidnet
Your Board focused on three areas in relation to Liquidnet.
First, the cost management programme. We exceeded our 2023
integration cost synergies target (£30m), ahead of schedule,
enhancing our operational leverage and ensuring the business
is ready for any market normalisation. Second, overseeing the
growth and diversification strategy of the Equities franchise.
Third, reviewing the significant opportunity in Liquidnet Credit⁴,
specifically the rollout of the Dealer-to-Client (‘D2C’) platform.
Pleasingly, the division delivered an adjusted EBIT of £10m for
the year (2022: £2m).
In Equities, our focus is on diversifying our offering, by pursuing an
‘all weathers’ strategy. This means growing the client base, and
product capabilities, in algorithmic trading, programme trading,
and inter-region trading. In the fourth quarter of the year, Equities
revenue grew by 13%⁵ (+9% in reported currency): our diversification
strategy is beginning to bear fruit.
Developing real scale in our Credit business is important. As a
market challenger, we are seeking to generate as much liquidity
as possible. Connecting dealers to our platform is key to achieving
this. We now have seven sell-side institutions live across the various
secondary market protocols on the platform. Building on this
momentum, Liquidnet Credit, including the D2C proposition, is
now led by Global Broking⁴. This will enable the business to more
effectively leverage Global Broking’s deep sell-side relationships,
and further accelerate connectivity, and therefore, more liquidity.
Dynamic capital management
As previously mentioned, we freed up £100m of cash and completed
our first buyback programme. In addition, we successfully
refinanced our 2024 maturing debt, with £250m of new issuance,
which was five times over-subscribed.
Alongside our clear dividend policy, we are commencing a second
buyback programme of £30m. Subject to our balance sheet and
investment needs, we are assessing opportunities to free up more
cash and pay down more debt, and/or return additional capital
to shareholders.
Your senior management and Board
Before discussing matters related to your senior management
and Board, I would like to share some observations on the current
challenges being faced by the UK stock market. Let me start by
noting that London is the world’s leading financial centre in many
key asset classes such as, for example, FX, OTC derivatives and
international bond issuance. But, as we also know, over the last
20 years, London’s share of global stock market capitalisation has
fallen from 11% to 4%.⁶
A particular concern is the decline in liquidity in the UK stock
market, especially the FTSE 250, of which your Company is a
constituent member. FTSE 250 liquidity declined in fact, from 0.27%
in 2015, to 0.21%⁷ in 2023. European liquidity declined over the
same period too: Euro STOXX mid-cap liquidity fell from 0.56%
to 0.33%⁷. So, the phenomenon extends well beyond the UK.
But, the US market has, by contrast, seen liquidity increase; over
the same period, Nasdaq small-cap liquidity increased from 0.35%
to 0.39%.⁷
The decline in FTSE 250 liquidity is important. We are all familiar
with the arguments and the proposed solutions, which have been
well publicised. Policymakers need to ensure those reforms have
a meaningful, and positive impact on liquidity. As a UK-listed
company (and one whose primary function is to source OTC liquidity
for its clients), we monitor liquidity in our stock closely, and are
increasingly concerned about the quality of the mid-cap traded
market in the UK.
Chair’s statement
continued
3 Subject to regulatory approvals.
4 Liquidnet Credit (both primary and secondary market trading protocols,
including Dealer-to-Client (‘D2C’)) is now reported as part of Global Broking.
FY 2023 disclosures are on this basis, with FY 2022 results restated, to ensure
a like-for-like comparison year-on-year. £9m of Credit revenue in 2022 have
been reclassified from Liquidnet to Global Broking.
5 In constant currency.
6 Measured as a percentage of the MSCI World benchmark 2000-2023; source:
Financial Times, February 2023.
7 Based on average daily volumes of the FTSE 250/Euro STOXX mid-cap/
Nasdaq small-cap indices, as a percentage of free float, during the period
2015-2023; source: Bloomberg, data as at 31 December 2023.
TP ICAP GROUP PLC Annual Report and Accounts 20234
Capability and diversity
We believe your Board has the appropriate mix of skills and
industry experience. At the same time, we recognise the importance
of continuing to improve our diversity. In September 2023, we
appointed Amy Yip as an Independent Non-executive Director.
Following a career spanning more than 45 years in China and
Southeast Asia, Amy brings us extensive skills and experience, in
asset management, banking, insurance, and regulation. Louise
Murray retired from the Board in June 2023; Edmund Ng stepped
down in October 2023, concluding his six-year tenure as a valued
colleague. I would like to thank them both for their valuable
contribution to the development of our Group.
In total, 40% of our Board are female, bringing our composition in
line with the targets arising from the FCA’s listing rules. We also
have at least one woman in a senior board position, following Kath
Cates’ appointment as a Senior Independent Director in February
2023. Amy’s appointment ensures we have at least one Board
member from a minority ethnic background.
We are also focused on improving the diversity profile of our senior
management. There is still much to do. Work is underway to improve
the systems in place to capture and understand our employee
demographics, so as to better understand our diversity profile. This
year, we launched a new development programme with McKinsey,
focused on accelerating the career progression of employees from
diverse backgrounds. We made adjustments to our recruitment
approach, including improving the careers website and our job
descriptions, to attract more diverse applicants.
Conclusion and looking ahead
We have a clear strategic framework and are executing our
priorities at pace. The provision of deep liquidity and unique data
– our core competencies – have never been more important to the
efficient functioning of many markets. We remain focused on
delivering sustainable shareholder value, and are well positioned
to do so.
Finally, on behalf of the Board, I want to extend our sincere thanks
to our colleagues for their hard work and unwavering commitment.
I would also like to thank our stakeholders, including our shareholders,
for their continued support. I, and the Board, look forward to
welcoming shareholders to our AGM in London, on 15 May 2024.
Richard Berliand
Board Chair
12 March 2024
Read more
Stakeholder engagement
Pages 46 to 53
TP ICAP GROUP PLC Annual Report and Accounts 20235
Overvi ew
Chief Executive Officer’s review
CEO REVIEW
Our ambition is to be the world’s most
trusted, and innovative, liquidity and
data solutions specialist.
To achieve this, we are focused on the delivery of three
strategic priorities:
> Transforming our business;
> Diversification; and
> Dynamic capital management.
TP ICAP GROUP PLC Annual Report and Accounts 20236
Introduction
We are a world-leading provider of market infrastructure and
data-led solutions. We connect institutional clients to global
financial, energy and commodities markets, creating deep
liquidity, and unique data, in the process.
Our objective is to deliver sustainable shareholder value. We aim
to do so through leveraging our strong franchise, and delivering
our strategy, which has three key pillars: transformation,
diversification and dynamic capital management. We are
making good progress on all fronts. For more detail on the
Group’s three strategic pillars, refer to the ‘Our Strategy’ section
on page 16.
Now is an opportune time to assess (a) our progress in 2023
and (b) delivery of our key 2023 targets and progress since the
Capital Markets Day (‘CMD’) we held in 2020, when we set out
the main elements of our strategy. I will cover both of these
topics in detail.
Delivering in 2023
Market developments
The era of easy money is over. Interest rates in the US and UK
are at 22 and 15-year highs, respectively. Whilst these conditions
were favourable for Global Broking, the exceptional trading
volumes in 2022 did not recur at the same level in 2023.
Energy markets were buoyant, following a challenging 2022.
ICE Gasoil average volatility reduced from 61% (an historic high)
last year to 37% in 2023. The Energy Transition gained
momentum as well. The International Energy Agency (‘IEA’)
estimates renewables will provide approximately half of the
world’s electricity by 2030.¹
We will deliver sustainable shareholder
value by delivering our strategy,
including growing our businesses, and
maximising the value of our strategic
assets, accompanied by high levels
of cash generation, and dynamic
capital management.
Our brokers are active across all these sectors – traditional and
renewables – so we are well positioned for the future.
Equity market conditions were challenging. Block trading
declined in Europe and the US which are key markets for
Liquidnet. According to McLagan data, in Q3 2023 the global
commission wallet for equities was at its lowest level in over nine
years. In the fourth quarter, however, there were signs of
improvement. In November, for example, according to the Bank
of America Global Fund Manager’s Survey, equities allocations
were overweight for the first time since April 2022.
The demand for high quality OTC financial markets data is
growing. Global spend on financial market data was $37bn in
2022, and industry players forecast that 2023 growth will exceed
historical rates.² Other key trends include a growing demand for
ESG/energy-related data, independent fair valuations of OTC
derivatives, and benchmarks and indices.
Read more
Market Trends
For more detail on market developments see page 14
Revenue
£2,191m
Adjusted EBIT
£300m
Reported EBIT
£128m
1 World Energy Outlook, October 2023; International Energy Agency.
2 Burton-Taylor Consulting survey.
TP ICAP GROUP PLC Annual Report and Accounts 20237
Overvi ew
Business performance
Growing revenues, market-leading positions, tight cost
management
Group revenue was up 3%³ (+4% in reported currency), building on
the 7% increase in 2022 (+13% in reported currency). As expected,
total revenue generated by Global Broking⁴, our largest division,
was flat, following an exceptional 2022. E&C delivered record
revenue growth of 18%. Double-digit growth was delivered across
the three main asset classes: Oil, Gas, and Power.
Liquidnet revenue declined by 1%. Cash equities revenue decreased
by 9% in 2023, but grew 13% in the fourth quarter. This trend continued
in 2024. The rest of the division⁵ performed well, with revenue up
10%, driven by a strong performance from Relative Value.
Parameta Solutions recorded an 8% increase in revenue. The
division’s growth rate moved up to 11% in the second half, with
good momentum in 2024. Parameta is a high-quality franchise with
a compelling business model, characterised by 96% subscription-
based revenue and a 98% client renewal rate.
All our divisions are market leaders: Parameta, for example, is the
leading provider in the OTC data market. In Liquidnet, we hold the
number one position in the EMEA 5x Large-in-Scale market. Our
share of this market increased from 34.3% in 2022 to 35.9%.⁶ Our
US market share (top 5 Agency Alternative Trading System venues),
where we are the second largest player, also increased (2022:
23.2%; 2023: 24.0%⁷).
Cost management is another important driver of our performance.
We delivered £43m in annualised Liquidnet integration cost
synergies, substantially exceeding our target (£30m).
Contribution up, increased profitability
Our Group contribution margin⁸ increased to 38.7% (2022: 37.6%⁹).
Adjusted EBIT was up 8%, or 9% in reported currency, to £300m
(2022: £277m), the highest ever level, and a significant Group
milestone. This was driven by a 8% uplift in Global Broking through
a greater focus on contribution, and a reduction in average broker
headcount. GB revenue per broker was up 5%; broker contribution
increased by 12%¹⁰. Double-digit revenue growth in E&C generated
a substantial 45% increase in its adjusted EBIT.
Group adjusted EBIT margin increased to 13.7% (2022: 13.1%).
Reported EBIT, including a £76m Liquidnet impairment (non-cash,
net of £10m tax relief), was down 21% to £128m (2022: £163m).
The impairment in the carrying value of Liquidnet goodwill and
acquired intangible assets primarily reflects challenging block
equity market conditions, and an increase in the discount rate used
to value the business, in line with higher interest rates¹¹.
Transformation
Fusion on track
Fusion, our electronic platform, provides best in class functionality,
and connectivity, via a single portal, to our deep liquidity pools.
Clients use Fusion for aggregated liquidity, price discovery, and
seamless execution.
The Fusion roll-out is on track: it is now live on 44% of in-scope
Global Broking desks. Key desk launches in Rates included Interest
Rate Options, ICAP European Government Bonds and ICAP
Inflation. In FX, Fusion was implemented in one-month Non-
Deliverable Forwards and FX options.
In E&C, we are consolidating Energy Transition products liquidity
onto one screen. Fusion is live in the green certificates market,
the voluntary carbon market, and the Australian renewables/gas
markets. The use of technology in the highly mature OTC Oil market
is more nascent. There is client demand, however, for real-time
pricing screens. We are expanding our capabilities by partnering
with a third party technology company to deliver these screens.
Adoption of Fusion
Our brokers are driving client adoption. Our sales team adopt an
agile approach throughout this process. They determine the critical
success factors for each desk rollout, including client demand,
market maturity, market conditions, and liquidity profile. The pace
of client adoption is encouraging. The number of unique client
logins for Rates, our largest Global Broking asset class, increased
by 24% in 2023, while FX was up 16%.
Clients are increasingly moving away from web-based connectivity.
Responding to this feedback, we focused on delivering API
connectivity, and other protocol enhancements, to Fusion-enabled
desks. API integration and Straight-Through-Processing (‘STP’)
further cements the client relationship, and ensures a seamless
rollout of future platform enhancements. In 2023, 43 of our top 50
clients were fully integrated into Fusion via an API connection.
An important element of the process, therefore, is gathering client
feedback to better understand future requirements. Other examples
include chat-based systems, ‘click-to-trade’ functionality, workflow
automation and data aggregation. Responding to these needs, we
purchased a minority stake in ipushpull, a UK fintech firm and our
strategic Fusion partner.
Diversification
Our diversification strategy means winning new clients, expanding
into different asset classes and geographies, and generating more
non-broking revenue.
Chief Executive Officer’s review
continued
3 All percentage movements within the CEO review are in constant currency,
unless otherwise indicated.
4 Liquidnet Credit (both primary and secondary market trading protocols,
including Dealer-to-Client (‘D2C’)) is now reported as part of Global Broking.
FY 2023 disclosures are on this basis, with FY 2022 results restated, to ensure
a like-for-like comparison year-on-year. £9m of Credit revenue in 2022 have been
reclassified from Liquidnet to Global Broking.
5 Multi-asset (equity derivatives, rates, futures and advisory services) Agency Execution
offering, including COEX Partners, MidCap Partners, and Relative Value desks.
6 Source: Bloomberg.
7 Source: Financial Industry Regulatory Authority (‘FINRA’).
8 Refer to page 206 for Appendix – Alternative Performance Measures.
9 Prior year numbers have been restated to reflect a £32m reclassification of
technology costs from front office costs to management & support costs, to better
reflect the nature of these costs. The reclassification impacts Liquidnet (£26m),
Global Broking (£6m) and Group only.
10 Contribution per broker increased by 7% when excluding Russian provisions
in 2022.
11 For more detail, please refer to page 38 of the Financial and Operating Review,
and page 164 of the Notes to the Annual Financial Statements.
TP ICAP GROUP PLC Annual Report and Accounts 20238
Energy & Commodities (‘E&C’)
Well positioned in mature and transitional markets
E&C is the leading OTC broker. We serve a diverse client base,
through our multi-brand approach: Tullett Prebon, ICAP and PVM.
We are well placed to maximise the expected growth in traditional
sectors, like Oil and Gas. Global demand for oil is increasing – the
IEA forecasts demand will grow by 6% from 2022 to 2028¹².
There is a substantial opportunity to grow our revenues through
an even greater focus on Energy Transition products: renewables,
battery metals, carbon credits etc. McKinsey estimates that
demand for carbon credits could increase by a factor of 15 or more
by 2030. The expected growth in battery metals, to support the
electrification of transport, is an exciting opportunity. The IEA has
predicted growth could increase by a factor of more than 40
between 2020 and 2040¹³. To capitalise on this opportunity, we are
launching a Battery Metals desk, and have recruited one of the
most experienced brokers in this sector to lead it.
E&C is working more closely with Parameta Solutions to monetise
more of its data, in particular the data being generated through
the Energy Transition. Fusion is integral to this accelerated
collaboration.
Parameta Solutions: the market leader
Parameta Solutions is the world leader in the provision of OTC data
and analytics.
Strategic developments
The consolidation of the various Parameta Solutions companies
under a single legal structure will be completed once we have
received the necessary regulatory approvals. This new structure
enables us to explore options to unlock value, and will also benefit
the division commercially, by making it easier to enter into data
contracts with third parties, which is a key growth focus.
We are focused on optimal shareholder value creation, including in
relation to Parameta Solutions. We believe that the intrinsic value
of Parameta is not appropriately reflected in our share price, and
are therefore exploring options to unlock value for shareholders,
whilst retaining ownership of the asset, which include a potential
IPO of a minority stake in the business.
Business developments
The business is expanding its product range, diversifying its client
base, and broadening its distribution channels – all exciting growth
prospects. A good example is the launch of Liquefied Natural Gas
Indices, in collaboration with E&C and General Index, a leading
energy and commodities data provider. Parameta already
administers nine TP ICAP Interest Rate Swap benchmarks, and
recently launched Interest Rate Swap Volatility indices, in
partnership with Global Broking. An Historic Risk Free Rates
product for successor rates to LIBOR was launched during the year,
while the E&C product suite was expanded to include ICAP
Australia and PVM US Domestic Crude Oil. Parameta Solutions
is leveraging Fusion as a direct distribution channel.
Liquidnet division
Liquidnet is a global, multi-asset, technology-led agency execution
specialist, operating across 49 markets. It consists of a cash equities
franchise (acquired by the Group in 2021), as well as a multi-asset
agency execution offering. A leading buy-side player, Liquidnet
provides the group with client and product diversification. We have
rightsized the cost base and strengthened our operational
leverage. The cash equities franchise is ready for any market
normalisation. The division ended the year with an adjusted EBIT
of £10m (2022: £2m), driven by the strong performance from the
multi-asset offering (Relative Value in particular).
Diversifying cash equities
Liquidnet cash equities is pursuing an ‘all weathers’ strategy.
This means growing its client base, and product capabilities, in
algorithmic trading, programme trading, and inter-region trading.
We added 100 new clients and grew programme trading revenue
by 26%. Of our clients that traded with us in 2022, 93% were
retained in 2023. We also enhanced our algorithm offering.
For example, we launched Surge Opportunity, which enables
clients to identify block trading opportunities through regular
alerts. In turn, we marked our entry into the listed derivatives
market by launching a pre-trade analytics offering.
Liquidnet Credit
Strategic developments
We made a commercial decision to merge the Group’s Credit
activities. As a consequence, the Liquidnet Credit business,
including the D2C proposition, is now led by Global Broking¹⁴.
This enables the business to more effectively leverage GB’s
deep sell-side relationships, and accelerate connectivity:
key growth drivers.
Business developments
The target addressable market in Credit is substantial, and a major
opportunity. Electronification is growing at pace, with electronic
investment grade corporate bond trading volumes having doubled
in five years, whilst high-yield volumes have almost trebled.
Electronic trading accounts for c.40% of the US market and c.55%
in Europe¹⁵.
Connecting dealers to the platform is central to growing liquidity.
We now have seven sell-side institutions connected across the
various secondary market platform protocols, including two major
banks connected on our D2C workflow, with a further two added
to the pipeline. A unique D2C protocol called ‘Targeted Axe’ is
currently in pilot phase, providing dealers with a targeted way to
source buy-side liquidity. We also partnered with bondIT, a leading
provider of next-generation investment technology, to integrate
their credit analytics into our platform. This enables traders to
anticipate market trends, mitigate credit risk, and make more
informed decisions faster.
12 Oil 2023, Analysis and forecast to 2028 – IEA June 2023.
13 The Role of Critical Minerals in Clean Energy Transitions, IEA 2021.
14 Liquidnet Credit (both primary and secondary market trading protocols,
including Dealer-to-Client (‘D2C’)) is now reported as part of Global Broking.
FY 2023 disclosures are on this basis, with FY 2022 results restated, to ensure
a like-for-like comparison year-on-year. £9m of Credit revenue in 2022 have been
reclassified from Liquidnet to Global Broking.
15 Financial Times, 26 April 2023.
TP ICAP GROUP PLC Annual Report and Accounts 20239
Overvi ew
Dynamic capital management
Dynamic capital management is a key priority. This means reducing
our debt, and returning surplus capital to shareholders, subject to
our ongoing investment needs and balance sheet requirements.
Reducing debt and leverage
We freed up £100m of cash before the end of 2023, ahead of
schedule. Sources of the freed up cash included the remittance of
the pension surplus, following the wind down of our Defined Benefit
Scheme, and the capital released from the consolidation of US
broker-dealer entities.
This cash is being used to reduce debt and other financing
obligations, lowering our future net finance costs, and increasing
our investment grade headroom. Paydown of debt and other
financing obligations to date of £88m includes the outstanding
part of our 2024 bond (£37m, paid in January 2024) and Liquidnet
deferred consideration (£51m, paid in February 2024). The Group’s
2023 leverage ratio¹⁶ is 1.9 times (31 December 2022: 2.0 times).
The leverage ratio is expected to reduce further at our HY 2024
results in August.
Clear dividend policy
We are committed to our dividend policy: a 50% pay-out ratio of
adjusted post-tax earnings for the year as a whole. The Board is
recommending a final dividend per share of 10.0 pence (up 27%).
This would bring the total dividend to 14.8 pence per share, up 19%
(2022: 12.4 pence per share). The final dividend will be paid to
eligible shareholders on 24 May 2024, with an ex-dividend and
record date of 11 April 2024 and 12 April 2024, respectively.
Further buyback programme of £30m announced; £30m
buyback completed
Starting on 12 March 2024, we commenced a second buyback
of £30m. A separate RNS is available on our website at
https://tpicap.com/tpicap/regulatory-hub/regulatory-news.
The £30m share buyback programme we announced at our HY
2023 results on 9 August 2023, was completed on 3 January 2024.
A total of 16,925,189 shares were bought back at a weighted
average share price of 177.25 pence per share. Shares bought back
are not included in the share count for earnings per share and
dividends per share purposes.
Subject to our balance sheet and investment needs, we are
assessing opportunities to free up more cash and pay down more
debt, and/or return additional capital to shareholders.
Delivering our Capital Markets Day strategy
At our CMD in 2020, we set out a strategy to deliver two key
objectives: (a) future-proof our broking businesses, and (b) grow
the Group, diversify, and generate more cash.
Future-proofing our broking businesses
Our starting point back in 2020 was clear. Our broking markets
were changing rapidly, driven by regulatory change, greater
competition, and technology. We aimed to embrace those changes
– and transform Global Broking – through a range of initiatives,
including Fusion, our electronic platform.
Global Broking productivity, with Fusion a contributory factor,
has grown by 23% since 2021. Desks with Fusion tend to be more
productive, and have a higher contribution.
Growing and diversifying
Global Broking and E&C, are market leaders. This was a strong
starting point when we launched our CMD strategy. But, it was not
enough. We knew it was important to grow our top line, bulk up our
non-broking businesses, and generate more cash. I am pleased to
say we have done so.
Group revenue has grown on average by 5% a year since 2019.¹⁷
Non-broking revenue, with Parameta Solutions a key driver, has
more than doubled: 11% of total revenue then, and 23% now. The
quality of that revenue is another point to bear in mind. Parameta’s
revenue base – up 40% since 2019 – is subscription-based, with high
client retention. The Group’s cash conversion ratio has improved
from 61% in 2019 to 124% in 2023 (2022: 156%).
The acquisition of Liquidnet provided a valuable buy-side
diversification opportunity and the potential to grow in Credit,
especially D2C. The backdrop has been challenging since the
acquisition, however. I would like to acknowledge the support, and
constructive feedback, we have had from shareholders since then.
The Liquidnet Cash Equities franchise is a stronger business now,
with a more developed franchise and better operational leverage.
Delivering our key financial targets, including more cash
generation
At our FY 2022 results, we revised our 2023 targets to reflect the
impact of the pandemic, and difficult stock market conditions¹⁸
impacting Liquidnet. I am pleased to note that we have met, or
exceeded, the majority of these revised targets, with some
highlights below.
Highlights:
Global Broking¹⁹:
> Contribution margin of 39.8% (2023 target: 39% to 40%);
> Adjusted EBIT margin of 17.8% (2023 target: 17% to 19%).
Energy & Commodities:
> Contribution margin of 33.6% (2023 target: 33% to 35%);
> Adjusted EBIT margin of 15.5% (2023 target: 13% to 15%).
Group cash conversion²⁰:
> 124% in 2023 (2023 target: c.80%).
Delivering sustainable shareholder value
The discipline underpinning our 2020 CMD strategy is embedded
across our Group. So too is a clear approach to delivering
sustainable shareholder value by: (a) Investing in key businesses and
maximising our strategic assets, and (b) strong cash generation and
dynamic capital management.
Chief Executive Officer’s review
continued
16 Total debt (excluding finance lease liabilities) divided by adjusted EBITDA,
as defined by Rating Agency.
17 Excluding the Liquidnet acquisition, Group revenue grew on average by 2% a year
since 2019.
18 Group adjusted EBIT margin target updated from 18% to 14% at FY 2022 results,
to reflect pandemic impact, and difficult stock market conditions. All other 2023
CMD targets unchanged, with updated guidance in relation to each target
provided at FY 2022 results.
19 For comparison with 2023 CMD targets, Liquidnet Credit is excluded from Global
Broking, to ensure a like-for-like basis. The contribution margin also excludes the
2023 reclassification of technology costs (£6m) from front office costs to
management & support costs.
20 Defined as free cash flow divided by adjusted earnings attributable to the equity
holders of the parent.
TP ICAP GROUP PLC Annual Report and Accounts 202310
Investing in key businesses for growth, maximising the value of
strategic assets
We are the number one player in Global Broking, E&C, and OTC
data. In Global Broking, our biggest business, we are in the final
phase of our Fusion rollout which will be completed by the end of
2025. We will increase the proportion of Fusion-derived revenue
with, we believe, a positive impact on productivity and
contribution. Fusion is also central to our data ambitions with
Parameta Solutions. The more business we transact through Fusion,
the more data we monetise.
We will continue to invest in our E&C and Parameta Solutions
businesses. As the leading Oil and Gas broker, E&C is ready to
leverage the IEA’s forecast growth in Oil, mentioned earlier. Energy
Transition products, another key area, are anticipated to grow even
more. Parameta Solutions is positioned to reap the benefits from
the significant increase in Fusion-generated data.
We aim to maximise the value of our strategic assets. That is
why we are actively exploring options to unlock value in
Parameta Solutions, including a potential IPO of a minority
stake of the business.
Strong cash generation and dynamic capital management
We will maintain our high profit to cash conversion. Our diversified
model – 65% of revenue is generated outside the UK, 60% is US
Dollar denominated – is a key enabler in this respect. That focus on
cash generation is coupled with our commitment to returning more
cash, where possible, to shareholders, subject to our investment
needs and balance sheet requirements. Our clear dividend policy
is very much in place.
We will deliver sustainable shareholder value by delivering our
strategy, including growing our businesses, and maximising the
value of our strategic assets, accompanied by high levels of cash
generation, and dynamic capital management. We look to the
future with confidence.
Dynamic capital management is a
key priority. This means reducing our
debt, and returning surplus capital to
shareholders, subject to our ongoing
investment needs and balance
sheet requirements.
Outlook
As ever, our outlook is largely subject to market conditions. Whilst
we expect interest rates to decrease during 2024, we believe they
will remain elevated versus recent history. This, combined with
uncertainty around the pace and quantum of interest rate cuts,
elections globally, and ongoing geopolitical events, will continue
to drive volatility that is supportive of our Global Broking and E&C
businesses, where we anticipate trading volumes to remain solid.
Liquidnet and Parameta Solutions showed an improving growth
trajectory in the second half of 2023 – providing good momentum
into 2024.
The movement in foreign exchange rates, in particular Sterling vs
US Dollar (60% of Group revenue/40% of Group costs are US
Dollar-denominated) will continue to impact our results – with GBP
strengthening having a negative impact, and vice versa.
Against this backdrop, we will stay focused on developing, and
growing, strong client franchises; transforming and diversifying
the Group; and managing our capital dynamically. Tight cost
management will continue to be a core focus. We expect that
growth in management & support costs (excluding FX gains or
losses), will broadly track the level of average UK inflation expected
in 2024. Consequently, we anticipate remaining well placed to
deliver sustainable shareholder value over the medium term.
Trading in the first two months of the year has been good.
We remain comfortable with current market expectations for
full year 2024.
Nicolas Breteau
Executive Director and Chief Executive Officer
12 March 2024
Final dividend
pence
10.0p
Total full year dividend
pence
14.8p
TP ICAP GROUP PLC Annual Report and Accounts 202311
Overvi ew
Strategic
report
TP ICAP GROUP PLC Annual Report and Accounts 202312
In this section
14 Market trends
16 Our strategy
18 Sustainability
30 Our business model
32 Our KPIs
34 Financial and operating review
46 Stakeholder engagement
54 Viability statement and going concern
55 Principal risks and uncertainties
64 Task Force on Climate-related
Financial Disclosures (‘TCFD’)
Read more
Our strategy
We are transforming our business
through technology, and by expanding
and diversifying our activities and
client base.
Page 16
Read more
Sustainability
Our sustainability strategy is formed
of three priorities: ‘Reporting and
Performance Management’; ‘Supporting
our Clients’; and ‘Community Impact’.
Page 18
TP ICAP GROUP PLC Annual Report and Accounts 202313
Strategic report
CONNECTING
TRENDS, INSIGHTS
AND ACTIONS
Understanding the key market
trends that affect our business
means we are well positioned
to seize opportunities.
TREND 1:
ENERGY TRANSITION
Adoption of alternative fuel sources
will generate price volatility, drive
trading activity, and create new
product opportunities.
Worldwide energy demand is expected to continue to rise,
with a growing focus on clean and renewable energy. China
– the world’s largest energy user – appears to be accelerating
the switch from coal to cleaner energy solutions. This supports
the International Energy Agency’s (‘IEA’)¹ view that there are
now strong signals of a true shift away from fossil fuels.
The production of renewable energy technologies – such as
solar panels, wind turbines, and electric vehicle (‘EV’) batteries
– relies on the same commodities used to produce traditional
power-generating solutions. This is set to drive competition in
the commodity market and create imbalances in supply and
demand, generating price volatility.
For example, by 2030, there may be critical shortages of
dysprosium, a magnetic material used in most electric motors,
and lithium, used in EV batteries. McKinsey suggests these
shortages could account for 70% and 80% of total demand²
by 2030, respectively.
What does it mean for TP ICAP?
The energy transition offers exciting opportunities for our
Energy & Commodities (‘E&C’) division to develop new
products and new markets that will further diversify, and
grow, our revenues and client base. Price volatility is
favourable for our business model.
E&C has established broking franchises in all three carbon
credit products: voluntary carbon credits, mandated carbon
credits (government and regulatory), and renewable energy
credits. In 2023, we completed our first Brazilian carbon
credit trade, launched Fusion screens in Norway for the green
certificates, and expanded our Fusion capability in European
voluntary carbon credits. In 2024, we will launch a new
battery metals (cobalt and lithium) product desk. E&C is also
working more closely with Parameta Solutions to monetise
data generated through the energy transition.
1 International Energy Agency, World Energy Outlook 2023
2 McKinsey(Howtheenergytransitioncouldaffectmaterialsupplychains|
McKinsey)
3 FinancialTimes–EuropeanIPOsfalltolowestlevelsince2009(ft.com)
4 FinancialTimes–https://www.ft.com/content/70024181-4f24-45b8-
a47e-33233c
5 EY–GlobalIPOmarket:Investorappetiteshiftsfromgrowthtovalueamid
tighterliquidity|EYIreland
6 BurtonTaylor–FinancialMarketData/AnalysisGlobalShare&Segment
Sizing 2023
Market trends
TP ICAP GROUP PLC Annual Report and Accounts 202314
TREND 2:
REGULATION INFLUENCING
LIQUIDITY
Regulatory change is creating
structural shifts in trading conditions
for key financial markets.
Market liquidity and trading activity continue to be impacted
by policymakers around the world.
Brexit has caused the EU and UK financial regulators to
pursue their own independent policies. The Financial Times
(‘FT’)³ has reported that “traders in Europe have increasingly
turned to the US to find a counterparty” and that the market
share of EU revenues is at its lowest since December 2020.
This is a clear indication that liquidity has shifted away from
Europe, driving strong market volumes into the US.
In equity markets, EU policymakers are attempting to stave off
declining liquidity. The FT⁴ reported that only 34 companies
were taken public in H1 2023, the lowest level in Europe in 14
years. Conversely, EY⁵ has reported a very strong appetite in
the US, with a 159% increase in IPO proceeds to October 2023.
EU regulators are reviewing capital market regulations related
to primary issuances, trading execution, and improving
business access to capital to bolster regional interest.
What does it mean for TP ICAP?
We are well diversified geographically with a global presence
in 28 countries across multiple asset classes.
Our significant Americas presence equips us to benefit from
any improved conditions in US markets, and to mitigate
potential challenges in Europe.
Our Fusion digital platform allows clients to trade seamlessly
across multiple products and markets, and to change trading
strategies to reflect market movements, attracting greater
market liquidity.
TREND 3:
INCREASING IMPORTANCE
OF MARKET DATA
OTC market data continues to play
an integral role in increasingly
complex financial markets.
The growth in electronic trading and automated trading
tools has made data collection more efficient and effective,
providing more accurate and richer insight.
Financial analysts Burton Taylor⁶ report that demand for
market data grew 4.7% in 2022, representing a five-year
CAGR of approximately 6%. Demand can largely be
attributed to the investment management industry, which
accounted for approximately one-third of total market data
spend of around USD12.5bn.
Technological advances, such as AI, will continue to drive
efficiencies in data processing and analysis, presenting new
data opportunities and demand for innovative solutions.
What does it mean for TP ICAP?
As the world’s largest inter-dealer broker, TP ICAP facilitates
significant trading volumes. Our Parameta Solutions division
aggregates these volumes to produce proprietary OTC data
and analytics solutions.
Parameta Solutions provides our brokers and clients with
access to a comprehensive suite of data to better inform
clients’ trading decisions, and capital optimisation. The value
of the data and analytics produced is demonstrated by the
continued growth of the division, which outpaces the broader
market data industry.
The continued development of TP ICAP’s Fusion platform,
which covers multiple asset classes and geographies,
will enhance the data available to Parameta Solutions.
As additional derivative products are added to Fusion,
more high-quality data will be generated, which can then
be monetised.
TP ICAP GROUP PLC Annual Report and Accounts 202315
Strategic report
OUR
STRATEGIC
PILLARS
Transformation.
Diversification.
Dynamic Capital
Management.
TRANSFORMATION
Future-proofing our broking
businesses with Fusion, our flagship
digital platform.
Progress and Outlook
Fusion is transforming the way we add value by equipping
our brokers to better serve clients across the full life cycle of
a transaction.
The platform gives clients access to our aggregated global
liquidity, across asset classes and our brands. This means
clients execute more business with us, helping to underpin,
and grow, our industry-leading market share.
Fusion also provides the real-time data, automated trade
processing, and settlement solutions that help clients
accelerate trade confirmation, reduce operational risk,
and transact with confidence.
The platform also generates, and captures, unique high-
quality data that empowers Parameta Solutions to deliver
enriched data and analytics solutions.
In 2023, we continued to roll out Fusion in line with our plans.
It is now live on 44% of in-scope Global Broking desks, and is
on track to be completed by the end of 2025.
Simultaneously, we focused on client adoption of the
platform. Measured by the number of unique logins, in Global
Broking this was up 24% in Rates and 16% in FX.
Fusion also offers the necessary optionality to drive future
growth. The platform is fully cloud enabled and engineered
to easily integrate new functionality. This means that we
can develop the platform, according to the changing needs
of our clients, and developments in market infrastructure.
For example, in April we purchased a minority stake in a UK
fintech firm called ipushpull. ipushpull functionality is now
embedded in Fusion, helping to streamline the delivery of live
data, sourced from multiple channels, to our clients.
Our strategy
Read more
ChiefExecutiveOfficer’sreview
Pages 6 to 11
TP ICAP GROUP PLC Annual Report and Accounts 202316
DIVERSIFICATION
New clients, new asset classes,
greater non-broking revenue.
Progress and Outlook
In April 2023, Parameta Solutions became the first inter-
dealer broker data provider to be accredited as a benchmark
administrator by both the Financial Conduct Authority and
the European Securities and Markets Authority. Following
accreditation, the division launched several new products,
such as an Interest Rate Swap Volatility Index (in partnership
with Global Broking). and a LNG Pricing Index (in partnership
with third-party specialist General Index). Further benchmark
and indices products are well advanced.
Other Parameta Solutions product launches in 2023
addressed clients’ needs across trading analytics, the
Fundamental Review of the Trading Book (‘FRTB’), and
surveillance and monitoring. Parameta also advanced its
distribution capabilities by beginning data sales directly
through TP ICAP’s Fusion platform, thereby increasing
direct sales.
Liquidnet continued to strengthen its product capabilities
for cash equities. In algorithmic trading, new initiatives
included Surge Opportunity, which alerts users of sudden
market movements. Programme trading revenue grew 26%
in the year. Liquidnet also marked its entry into the listed
derivatives market by launching a pre-trade analytics offering.
In E&C, 2023 saw TP ICAP complete its first OTC crypto asset
derivative trade. Our partnership to build a digital assets
marketplace with Flow Traders, Fidelity Digital Assets
SM
and
Zodia Custody is part of our strategy to diversify the business
into non-traditional broking products and expand into the
digital assets market.
As a proportion of total Group revenue, non-broking revenue
has more than doubled in the last four years, increasing from
11% in 2019 to 23% in 2023.
DYNAMIC CAPITAL
MANAGEMENT
Investing for organic growth,
reducing debt, a clear dividend
policy, and a focus on the return
of surplus capital to shareholders,
guides our strategy.
Progress and Outlook
In 2022, we announced the target of releasing £100m of cash
by the end of 2023. We achieved this target in June 2023, six
months ahead of schedule. This cash was used to pay down
debt and other financing obligations to reduce our net
finance costs and improve our leverage ratios.
In April 2023, we successfully refinanced £250m of senior
unsecured bonds – due in January 2024 – and extended
the maturity to April 2030. The order book was 200%
oversubscribed within just an hour of opening, with
significant investor demand and momentum continuing
throughout the process. At the close, the issuance was more
than five times oversubscribed.
In August 2023 we announced a £30m share buyback
programme, which completed in January 2024. A second
£30m share buyback programme was announced on
12 March 2024.
We remain committed to our dividend policy to pay out 50%
of adjusted post-tax earnings. A final dividend of 10.0 pence,
up 27%, will be paid on 24 May 2024 to eligible shareholders.
The Group remains well positioned in balancing our
commitment to investing in organic growth opportunities,
such as Fusion and Liquidnet Credit, managing our financing
and debt obligations, as well as our dividend policy.
As we continue to manage our capital dynamically and free
up cash, we will assess opportunities to return any surplus
capital to shareholders.
TP ICAP GROUP PLC Annual Report and Accounts 202317
Strategic report
Sustainability
OUR APPROACH TO
SUSTAINABILITY
Our purpose is to provide clients
with access to global financial, energy,
and commodities markets, improving
price discovery, liquidity, and distribution
of data, through responsible and
innovative solutions.
We deliver our purpose through the products and services that
we offer. As a world-leading provider of market infrastructure and
data-led solutions, we play a central role in enabling the efficient
functioning of wholesale markets, which is essential to economic
stability and growth.
We seek to manage our business responsibly to deliver long-term
value creation for our stakeholders. This includes building a strong
culture that reflects, and promotes, employee diversity and
inclusion, fosters good conduct, and enhances risk management.
TP ICAP GROUP PLC Annual Report and Accounts 202318
OUR STRATEGY
Our sustainability strategy aims to address the sustainability challenges and opportunities that are relevant for the Group.
It is formed of three priorities:
Strategic priority Objectives Our progress
1. ESG Reporting and
Performance
Management
Effective measurement,
and reporting, of our
ESG performance enables
us to identify, assess, and
manage our economic,
environmental and
social impacts.
Data and disclosure
Review and improve our ESG-related
measurement capabilities to ensure they are fit
for purpose and enable the Group to continually
improve its ESG delivery.
> Completed a detailed qualitative and
quantitative climate scenario analysis to
improve our understanding of relevant climate-
related risks and opportunities.
> See pages 64 to 75
> Enhanced the effectiveness of our
environmental data governance and controls.
> See page 28
> Migrated to a software-based solution to collect
and report our Scope 1, 2 and 3 emissions data.
> See page 28
> Improved our CDP score from C to B-.
> See page 28
> Improved our MSCI ESG Rating from BBB to A.
> See page 28
Carbon neutrality of operational Scope 1
and 2 emissions
Meet our target to be carbon neutral across
both Scope 1 and 2 emissions by the end
of 2026.
> Our Scope 1 and 2 emissions reduced by 20%,
from 2022.
> See page 20
> Reported, for the first time, a market-based
Scope 2 footprint to reflect the use of renewable
energy in our operations.
> See page 75
2. Supporting
our clients
As the world moves from
carbon-intensive practices
to more sustainable
alternatives, we believe
the best way we can
support this shift is through
delivering on our purpose
and accompanying our
clients on their transition
journeys.
Innovative solutions
Leverage our core strengths – delivering
liquidity and data solutions – to help market
participants advance their sustainability goals.
> Parameta Solutions launched its global
Liquefied Natural Gas (‘LNG’) pricing service,
in partnership with General Index. LNG is a
transition fuel under the EU’s sustainable
finance taxonomy.
> See page 21
Responsible solutions
Advance liquidity and data solutions through
a developed governance framework.
> Mandatory ESG scoring approval process for
new business initiatives. We screened four
initiatives for ESG impacts.
> See page 21
3. Community impact
We are committed to
making a positive
economic and social
impact on the communities
in which we operate
around the world. This
includes creating a
workplace where our
employees can thrive.
Positive impact
Make a positive economic contribution through
the provision of our services, and social impact
through colleague fundraising, volunteering,
and corporate philanthropy.
> Celebrated ICAP Charity Day’s 31
st
year, raising
£5.2m globally. Since 1993, ICAP Charity Day
has raised over £165m for good causes.
> See pages 26 and 27
> Launched a successful volunteer programme
with our UK charity partner, National Numeracy.
> See page 25
Diversity and inclusion
A workplace that is inclusive and positive,
with meaningful opportunities for our
employees to flourish.
> Launched our new Diversity strategy, which aims
to drive progress across five strategic pillars.
> See pages 22 and 23
TP ICAP GROUP PLC Annual Report and Accounts 202319
Strategic report
Sustainability
continued
ENVIRONMENT
We acknowledge our responsibility
to help protect the environment and
support the transition to a low-carbon
economy. We seek to do so in two
main ways:
1. Managing our impacts
Minimise the environmental impact of
our operations, especially greenhouse
gas (‘GHG’) emissions. Our target is to
be carbon neutral across both Scope 1
and Scope 2 emissions by the end
of 2026.
2. Accompanying our clients
Apply our capabilities – connecting
clients to liquidity and data solutions
– to help our clients advance their
transition journeys and meet their
sustainability objectives.
Managing our impacts
To deliver our Scope 1 and 2 emissions target, we are focused
on two objectives:
1) Organic reductions in Scope 1 and 2 GHG emissions
We are targeting organic reductions in our Scope 1 and 2 emissions,
which derive from our leased office premises and data centres,
through a programme which began in 2021. A considerable
proportion of the emissions savings from the office consolidation
plan have been delivered. We expect the principal generator of
future savings to come from the continuing consolidation of our
data centres, and migration from on premises data centres to the
cloud. These savings may be significant – up to potentially a further
15-20% reduction in Scope 1 and 2 emissions over the next two
years. The savings will be split between energy efficiencies arising
from migrating to the cloud, and emissions being reclassified from
Scope 1 and 2 to Scope 3. We will continue to work towards
reducing our Scope 1 and 2 emissions as far as possible, before
purchasing certified carbon credits to offset any residual emissions.
2) Increasing our use of renewable energy
We lease our office and data centre space. This means we are not in
direct control of our utility providers, or energy tariffs. Nevertheless,
we are working with our landlords, and other third-party suppliers,
to increase the amount of renewable energy that we use.
For the first time, we are reporting a market-based Scope 2
footprint (see page 75), which includes the renewable energy used
in our operations. This year, 10% of our total purchased electricity
came from renewable sources. In the UK, more than half of the
electricity we use is renewable. We will continue to work closely with
our landlords and third-party suppliers to increase this percentage
over time.
2023 GHG emissions performance
Our total Scope 1 and 2 GHG emissions were 7,624 tCO₂e,
a reduction of 20% compared to last year, and 37% compared to
our 2021 baseline. This performance was driven by a decrease in
fugitive emissions, and the consolidation of several on-premises
data centres during the year. A full breakdown of our 2023 GHG
emissions is on page 75 of this report.
Waste generation and water consumption
We strive to operate our business in a responsible way, including our
consumption of natural resources. We work closely with our office
landlords to understand and manage our water use, and to ensure
waste is disposed of appropriately. The water and waste data we
collect across our office estate varies in availability. As a result, we
do not have a complete view of our water consumption, and waste
generation and disposal, across our organisation.
TP ICAP GROUP PLC Annual Report and Accounts 202320
We worked with an environmental consultancy to calculate
the waste generated by our operations. Our approach used a
combination of estimates and actual data from our landlords.
In 2023, we generated 6,700 tonnes of waste, which was
disposed of across a number of channels, including recycling
and waste-to-energy initiatives.
Accompanying our clients
Emissions credits trading is playing an important role in the
energy transition. It is an area we are focused on growing.
This year, our Energy & Commodities (‘E&C’) division brokered
1.78 billion CO₂ metric tonne equivalents of emissions credits,
and 53 million metric tonnes of voluntary emissions credits.
We are adding new products on a regular basis. This year,
Parameta Solutions announced the launch of its global
Liquefied Natural Gas (‘LNG’) pricing index, in partnership
with General Index (‘GX’), and our E&C division. With GX
acting as the independent, regulated benchmark administrator,
the indices will be available, for use, for example, for price
discovery purposes.
In addition, we engaged KPMG to undertake a strategic review
of our E&C division, and the market, as it relates to the energy
transition. The objective of the review was to identify potential
future growth opportunities. The expected growth in battery
metals, to support the electrification of transport, is an exciting
opportunity. To capitalise on this, we are launching a Battery
Metals desk, having recruited one of the leading brokers in this
sector to lead it. In addition, the review identified the opportunity
associated with data. Our E&C division is therefore working
more closely with Parameta Solutions to monetise more data
being generated through the energy transition. Fusion is integral
to this accelerated collaboration.
Incorporating ESG factors into new business initiative approvals
We have embedded ESG considerations into the evaluation, and
approval process, for new business initiatives. They are reviewed
and scored through the Change Management Framework
(‘CMF’) process.
The ESG questions in our scoring approach focus on emissions,
gender representation, and asset class. The outcome is an ESG
score that is considered as part of the overall approval process.
Our Director of Sustainability is responsible for overseeing and
applying the ESG scoring framework. During the year, four
new business initiatives were deemed to be relevant for ESG
scoring. None posed a significant ESG risk, or opportunity, for
the business.
TP ICAP GROUP PLC Annual Report and Accounts 202321
Strategic report
Sustainability
continued
SOCIAL
Our people
Attracting, developing, and retaining a talented, engaged
group of colleagues is central to our success. We work to
develop an inclusive and positive culture, creating meaningful
opportunities for our employees to flourish.
Our corporate values
Our Triple-A Values:
Culture and engagement
Our annual employee engagement survey ran in June, with a
68% participation rate and an overall engagement score of
67% (2022: 67%). The results show that our employees
understand our strategy, and the role they play in delivering it.
Our engagement action plan is focused on making our processes
more efficient and continuing to explore new ways to recognise
our people’s achievements.
Employee-led networks, regular town halls, and global pulse
surveys also provided colleagues with opportunities to voice
their views. This engagement provides senior leaders with
valuable insights to inform decision-making.
Diversity and inclusion
Earlier this year, we launched a new Diversity and Inclusion
(‘D&I’) strategy focused on five priorities:
> Embedding inclusive leadership;
> Bringing inclusion to life;
> Improving systems and structures;
> Accelerating progress; and
> Raising our external profile.
Our Accord Employee Networks play an important role in making
the Group a diverse and inclusive workplace by bringing the voices
of our colleagues to life. Run by colleagues, for colleagues, the
networks connect and support them on a variety of topics including
gender, health and wellbeing, LGBTQ+, multicultural, and veterans.
We run an annual calendar of awareness raising activities to mark
the events that are important to colleagues. For example, our
Multicultural Network in London hosted its annual ‘Insight Day’
event for Black and Asian students from the Cardiff Metropolitan
University. In Asia Pacific, we joined forced with the charity Tender
to host a session for parents and carers of young people, as part of
our programme of activity marking Mental Health Awareness
month. Our London Women’s Network hosted an event with the
charity Refuge, to learn more about their Tech Abuse Service, which
received funding through ICAP Charity Day. The Pride Network in
London held a celebration event showcasing LGBT+ talent. We also
work intersectionally. Our Americas networks joined forces to host
an event at the New York Stock Exchange focused on the importance
of diversity within the broking community.
We do not currently collect disability data from our colleagues,
beyond discussions for adjustments. However, we plan to begin
collecting this information from 2024. We are also launching
a Disability employee network in 2024. We work hard to continue
to employ people who acquire a disability, either through role
adjustments or change of roles. This year, we signed up to the
Working with Cancer Pledge, reinforcing our commitment to
ensuring those managing a disability or long-term medical condition,
or caring for someone who is, can focus on their journey without
worrying about work.
Our targets and performance
In 2021, we set a target to increase the female representation of our
non-broking employee base from 34% to 38% by the end of 2025.
At the end of 2023, female representation within this group is 35%.
This year, we set a new target to increase ethnic minority
representation in our senior management population from 13.3% to
15% by the end of 2027. This target has been established following
the Parker Review recommendations.
We are introducing career framework guides for all parts of the
organisation, with clear and transparent competencies to support
development conversations and career mapping. Within our new
talent process, we are also introducing talent mapping and boards,
within which we have embedded diversity monitoring into this
process to mitigate bias.
TP ICAP GROUP PLC Annual Report and Accounts 202322
Progress this year
> Developed a self-ID data capture system, which will launch
in early 2024. This will enable us to better understand
colleague representation and identify areas where there are
barriers to colleagues thriving, as well as where our work is
having a positive impact.
> Launched region-specific plans to focus on the relevant
actions to advance the D&I strategy execution for each
location and business unit.
> Began to raise our profile as an employer of choice.
In November, we sponsored a category at the European
Diversity Awards.
> Established a Global Inclusion Council (‘GIC’), which meets
quarterly to oversee our progress against priorities. Chaired
by Philip Price, the senior sponsor and Group General Counsel,
the GIC comprises senior leaders from across our business
divisions and support functions.
> Piloted an inclusion objective for all Senior Leaders. This will
expand to all staff in 2024.
Human Rights and Modern Slavery
We support the UN Guiding Principles for Human Rights. We are
committed to taking steps to combat the risk of any form of
modern slavery occurring in our business or supply chain.
More online
Read our Modern Slavery statement on our website:
https://tpicap.com/tpicap/responsibility/our-commitments/
modern-slavery-and-human-trafficking-statement
Developing Diverse
Leaders of Tomorrow
We have partnered with McKinsey’s Connected
Leadership programme to help accelerate the career
progression of Black, Asian and Hispanic colleagues.
The programme provides skills development and
networking opportunities to relevant employees, to
support their progress and realise their potential. The
programme aims to support our target to increase ethnic
minority representation at senior manager level.
TP ICAP GROUP PLC Annual Report and Accounts 202323
Strategic report
Sustainability
Social continued
Employee diversity and inclusion
Gender representation by category
Category
Current reporting year (2023) Comparison reporting year (2022)¹
Female Male Not disclosed Female Male Not disclosed
Executive Management 3 (16%) 16 (84%) 4 (20%) 16 (80%)
Non-executive Management 30 (26%) 86 (74%) 42 (26%) 122 (74%)
Professionals 232 (24%) 74 7 (76%) 197 (21%) 717 (78%) 3 (1%)
All other employees 1,081 (26%) 3,092 (73%) 9 (1%) 1,045 (25%) 3,092 (75%) 12 (1%)
US-only employee racial/ethnic group²
Category
Current reporting year (2023) Comparison reporting year (2022)¹
Asian
Black or
African
American
Hispanic
or Latino White Other
Not
disclosed Asian
Black or
African
American
Hispanic
or Latino White Other
Not
disclosed
Executive Management 1
(33%)
2
(67%)
1
(33%)
2
(67%)
Non-executive Management 1
(4%)
24
(92%)
1
(4%)
3
(8%)
1
(3%)
30
(81%)
1
(3%)
2
(5%)
Professionals 31
(10%)
8
(3%)
10
(4%)
195
(65%)
4
(1%)
50
(17%)
30
(10%)
10
(3%)
10
(3%)
201
(70%)
4
(1%)
38
(13%)
All other employees 107
(9%)
40
(3%)
102
(8%)
755
(61%)
19
(2%)
215
(17%)
121
(9%)
37
(3%)
94
(7%)
769
(61%)
22
(2%)
231
(18%)
Employee turnover and new hires
Current reporting year (2023) Comparison reporting year (2022)¹
Female Male Not disclosed Female Male Not disclosed
Turnover by gender 260 (28%) 648 (71%) 7 (1%) 318 (29%) 750 (68%) 42 (3%)
New hires by gender
320 (33%) 656 (66%) 8 (1%) 329 (33%) 637 (64%) 29 (3%)
Current reporting year (2023) Comparison reporting year (2022)¹
<30 30-50 50+ Not disclosed <30 30-50 50+ Not disclosed
Turnover by age group 275
(30%)
455
(50%)
170
(18%)
15
(2%)
286
(26%)
573
(51%)
207
(19%)
44
(4%)
New hires by age group 468
(48%)
395
(40%)
107
(11%)
14
(1%)
410
(41%)
450
(45%)
98
(10%)
37
(4%)
Current reporting year (2023) Comparison reporting year (2022)
APAC EMEA Americas APAC EMEA Americas
Turnover by region 219 (24%) 421 (46%) 275 (30%) 269 (24%) 548 (50%) 293 (26%)
New hires by region 259 (26%) 492 (50%) 233 (24%) 247 (25%) 523 (52%) 225 (23%)
Share of employment contracts
Employee contract by gender
Current reporting year (2023) Comparison reporting year (2022)¹
Female Male Not disclosed Female Male Non disclosed
Permanent 1,304 (25%) 3, 8 74 (74%) 9 (1%) 1,248 (24%) 3,890 (75%) 13 (1%)
Temporary
42 (39%) 67 (61%) 40 (40%) 57 (58%) 2 (2%)
Employment type by gender
Current reporting year (2023) Comparison reporting year (2022)¹
Female Male Not disclosed Female Male Not disclosed
Full-time 1,299 (22%) 3,909 (74%) 9 (1%) 1,237 (24%) 3,917 (75%) 15 (1%)
Part-time
47 (59%) 32 (41%) 51 (63%) 30 (37%)
Employee contract by region
Current reporting year (2023) Comparison reporting year (2022)¹
APAC EMEA Americas APAC EMEA Americas
Permanent 1,1 31 (22%) 2,505 (48%) 1,551 (30%) 1,103 (21%) 2,463 (48%) 1,585 (31%)
Temporary 31 (28%) 64 (59%) 14 (13%) 19 (19%) 58 (59%) 22 (22%)
> Employee data includes permanent, temporary, and fixed-term contract (‘FTC’) employees of the Group and its subsidiaries. It excludes contingent workers that may need
to access a TP ICAP location or system for a specific purpose on a short-term basis.
> The data represents headcount and not full-time equivalent (‘FTE’).
1 This year we have added a new reporting category ‘not disclosed’ to improve the transparency of our reporting. This required a restatement of 2022 headcount data
for comparability.
2 We collect ethnicity/racial demographic data for US-based employees to meet the reporting requirements set out by the US Equal Employment Opportunities Commission.
TP ICAP GROUP PLC Annual Report and Accounts 202324
Our external communities
Economic impact
We operate in 28 countries with more than 60 offices. The Group
generated £2.2 billion revenue in 2023 and paid £646 million to tax
authorities (2022: £542 million). This comprised corporation tax,
premises taxes, employer’s social security payments, income taxes,
withholding tax, social security paid on behalf of employees in
the UK and the US (the main jurisdictions in which we operate),
and VAT/sales taxes borne and collected. The Group also makes
tax payments to the authorities in other tax jurisdictions in which
it operates.
As our people are our main resource, we paid £1.4 billion in annual
compensation and benefits. General and administrative expenses
paid to our supply chain amounted to £511 million. Taken together,
the direct and indirect economic impact generated by the Group
are significant. We also play a critical role in helping the global
capital markets function well. This enables our clients to serve their
clients effectively, whether that is to help start or build a business,
buy a property, or invest in a pension.
Social impact
Through ICAP Charity Day (see pages 26 and 27), employee
volunteer initiatives and Group-wide social mobility partnerships,
we work to make a positive social impact.
Championing social mobility with National Numeracy
Numeracy is one of life’s crucial building blocks, and an important
driver of social mobility. Since 2018, we have had a significant
partnership with the UK charity National Numeracy. We funded
the development of a range of tools, and resources, to help people
develop their numeracy skills.
This year, we launched a volunteer programme with National
Numeracy to recruit and train numeracy champions to deliver
number-focused assemblies and classroom sessions in primary
schools. The sessions aim to inspire young people, and to
demonstrate how maths and numbers are used in the real world.
Since the programme launched in September, seven volunteers
have visited eight UK primary schools, delivering sessions to around
1,360 young people.
In addition, throughout the year we supported the sixth annual
National Numeracy Day, and the fourth annual Number
Confidence Week, of which we are a founding partner.
National Numeracy Day
More than 800,000 people took part in the 2023 National
Numeracy Day campaign – the biggest response so far, and an
80% increase from last year. This number included over 100,000
people taking part in the National Numeracy Challenge, a free
online tool which offers over 300 everyday maths questions,
tutorials, and multimedia resources to help adults improve their
numeracy skills.
Number Confidence Week
The fourth annual Number Confidence Week, held in November,
reached more people than ever before. This year’s campaign was
themed around how number confidence can play a key role in social
mobility. More than 50,000 people engaged with the National
Numeracy Challenge and free online number confidence resources
were downloaded more than 2,000 times.
National Numeracy Leadership Council
We are a founding member of the National Numeracy Leadership
Council, where we are represented by Philip Price, Executive
Director and Group General Counsel. The Council works with
businesses and organisations across the UK to address numeracy
challenges and work in partnership to implement solutions.
More online
Read the National Numeracy Day and Number Confidence
Week impact reports here:
https://www.nationalnumeracy.org.uk/news/our-impact-number-
confidence-week-2023
Inspiring young people
Michael Ball, a Settlements
Operations Manager,
delivered a numeracy
assembly to Holy Child
Primary School in Belfast,
Northern Ireland. Michael
said: “Maths was never really
my strong point at school, but
I am now in a job where I work
with numbers every day and
really enjoy it. I had a brilliant
time working with the young
people, and they seemed to
enjoy it too.” Kathleen Lavery,
numeracy co-ordinator at the
school added: “Michael
showed a real love of maths
and an understanding of the
struggles some children might
have. The children were
engaged, and interacted with
the session well.” Following the
feedback from Holy Child
Primary School, Michael was
named National Numeracy’s
volunteer of the month.
In addition, throughout
the year we supported the
sixth annual National
Numeracy Day, and the fourth
annual Number Confidence
Week, of which we are a
founding partner.
TP ICAP GROUP PLC Annual Report and Accounts 202325
Strategic report
£5.2m
raised globally
Sustainability
continued
ICAP Charity Day
On Thursday 7 December, ICAP held its
31
st
annual global Charity Day.
Since 1993, ICAP Charity Day has raised money for charities around
the world, with 100% of one day’s revenue being donated to a
variety of causes.
This year, the day began with a video message from His Royal
Highness the Prince of Wales, in his role as patron of The Passage,
one of our UK-based charity partners. As ever, stars from film,
TV, music and sport joined our brokers to close deals with clients.
The event raised £5.2 million, which will benefit around 100
different charitable organisations worldwide. This brings the
total amount raised to more than £165 million since the first
ICAP Charity Day.
CHARITY DAY 2023
KEVIN BACON
Supporting SixDegrees
PARIS OFFICE
SHANOLA HAPTON
Supporting Art of ElysiumBANGKOK OFFICE
JEREMY RENNER
Supporting RennerVation
Foundation
TP ICAP GROUP PLC Annual Report and Accounts 202326
£165m
since the first
ICAP Charity
Day in 1993
Supported
around 100
charities
worldwide
ALZHEIMER’S RESEARCH UK
SOLS FOUNDATION
Malaysia
ALEX LAM
Supporting Hong Kong
Cancer Fund
JOAN COLLINS
Supporting The Prince’s Trust &
Shooting Star Children’s Hospice
JAIME WINSTONE
& RAY WINSTONE
Supporting Prostate Cancer UK
HONG KONG OFFICE
PENNY LANCASTER & ROD STEWART
Supporting The Prince’s Trust
GILLIAN ANDERSON
Supporting The Felix Project
CEREBRAL PALSY ALLIANCE
Australia
TP ICAP GROUP PLC Annual Report and Accounts 202327
Strategic report
Sustainability
continued
GOVERNANCE
ESG reporting and performance management
Effective measurement, and reporting, of our ESG performance
enables us to identify, assess, and actively manage our economic,
environmental, and social impacts. This year, we:
> Completed a detailed qualitative and quantitative climate
scenario analysis, to improve our understanding of the
relevant climate-related risks and opportunities. See pages
64 to 75 for further detail.
> Reviewed the governance in place to support the collection
and reporting of environment data – specifically our Scope 1,
2 and 3 emissions.
> Implemented a data governance manual that establishes the
roles and responsibilities of those involved with producing
these data sets.
> Moved to a software-based solution for calculating and
reporting our carbon emissions.
MSCI Rating
The Group was awarded an ‘A’ rating by MSCI, one of the world’s
leading ESG ratings agencies. This marks a significant
improvement from the previous BBB score. The rating reflects
the steps we have taken to improve the quality of our ESG
reporting and overall delivery.
CDP Disclosure
We completed the CDP Climate Change Questionnaire to secure
authoritative external benchmarking. A CDP score provides a
snapshot of a company’s disclosure and environmental
performance. In 2023, CDP awarded TP ICAP a ‘B-’ score, an
improvement from ‘C’ in 2022. The increase in score reflects the
improvements we have made to our climate change governance
and risk management processes.
ESG Governance
Board-level oversight and engagement
Tracy Clarke is the Non-executive Director responsible for ESG
engagement. Tracy works closely with the Group’s management
team to ensure the Board has oversight of our business strategy
from an ESG perspective. For more details, see the Governance
Report from page 76 onwards. Our governance arrangements
under the TCFD framework are set out on pages 64 to 75.
Senior management
Each of our three Executive Directors – the Group CEO, Group
General Counsel, and Group CFO – had ESG-related objectives
as part of their 2023 Strategic Objectives, as agreed by the
Remuneration Committee. These were assessed as part of
annual performance reviews. See the scorecard in the
remuneration section on pages 120 to 122 for details.
The Group General Counsel has responsibility for leading the
delivery of the Group’s overall ESG programme and updating
the Board on ESG matters. The Group CFO has responsibility for
delivering the Group’s climate change reporting, supported on
a day-to-day basis by the Group Director for Corporate Affairs.
Business ethics
We are committed to the highest standards of integrity from all
colleagues. The standards of behaviour are set out in our Code of
Conduct. This is complemented by a range of policies and resources,
including the TP ICAP Employee Handbook, Regional Compliance
manuals, Malus and Clawback Policy, Whistleblowing Policy, and
Supplier Code of Conduct.
Our Whistleblowing Policy and procedures ensure that any
concerns are handled fairly and effectively. They encourage and
expect employees to speak out if they have legitimate concerns
about wrongdoings. The policy sets out how to raise a concern and
how reports are investigated. It also provides assurances relating
to confidentiality. Our whistleblowing hotline is independently
managed and available 24/7. It is open to colleagues, suppliers and
other third parties. The Audit Committee oversees the operation and
effectiveness of the Group’s whistleblowing system and controls.
See the Audit Committee report on page 104 for more detail.
All colleagues completed a programme of mandatory training
to enhance professional integrity and safeguard against breaches.
Modules include Preventing Market Abuse, Anti-Bribery &
Corruption, Anti-Money Laundering, and Cyber Security. The
training was tailored to reflect both role and region. In total, the
average number of training hours per employee in 2023 was 6.2,
up from 4.8 in 2022. Colleagues are also required to attest they
have read and understood their relevant region’s Compliance
Manual and the Group Code of Conduct. Completion is tracked
and contributes to colleagues’ annual performance review process.
To help maintain a strong conduct culture, our leaders
communicate regularly on the importance of good behaviours.
In addition, the firm’s Triple A Values emphasise the importance
of Accountability in the workplace. This focuses on building trust
by being accountable to ourselves, our colleagues, our clients,
and broader stakeholders.
This year, we launched a new Supplier Code of Conduct, which sets
out the minimum standards of business conduct we expect from our
suppliers. The Code covers topics including workforce and human
rights, health and safety, diversity, and environmental sustainability.
More online
Read our Supplier Code of Conduct on our website:
https://tpicap.com/tpicap/responsibility/our-commitments/
procurement-and-modern-slavery
TP ICAP GROUP PLC Annual Report and Accounts 202328
Systemic risk management
We manage our risk profile through our Enterprise Risk Management
Framework (‘ERMF’) and deliver the risk management strategy
through a range of actions. They include clear communication
of risk-related expectations and responsibilities from senior
leadership, and remuneration structures that drive the right
behaviours. For more details, please see pages 72 and 73 of the
TCFD section and pages 106 to 109 of the Risk Committee report.
Promoting transparent and efficient capital markets
We sit at the centre of the world’s financial, energy and commodity
markets. We play a central role in connecting clients to liquidity
and data solutions. This enables wholesale markets to function
effectively and efficiently, notably in times of market stress. In
2023, there were no recorded halts because of any public release
of information and there were no pauses related to volatility.
Managing business continuity and technology risks
Our Business Continuity Management focuses on ensuring the
safety of our staff and systems, minimising business disruption,
and managing crises effectively.
Our crisis management teams are organised on a global and
regional level. All events are escalated in accordance with the
Group’s Event Rating and Escalation Scale, as stated in the Group’s
Enterprise Risk Management Framework. Global and Regional
Change Advisory Boards have oversight of technology updates.
IT incidents are tracked and managed based on the severity of
the incident against an application and IT Services tiering scale.
This year we experienced no IT, Business Continuity, data,
or cyber security breaches that caused significant market
disruption or had a material adverse effect on our business.
Tax and other social payments
The Group has published a Group Tax Strategy, available on
our website. This strategy explains that we are committed to
complying with tax laws in a responsible manner and to open
and constructive relationships with tax authorities wherever
we operate. The Group’s tax risk appetite is low.
Political contributions
Nil. It is the Company’s policy not to make cash contributions to
any political party. However, within the normal activities of the
Group, there may be occasions when an activity might fall within
the broader definition of ‘political expenditure’. Therefore, the
Company has sought to obtain shareholder authority to make
limited donations at each AGM.
More online
Read our Group Tax Strategy published on our website:
https://tpicap.com/tpicap/responsibility/our-commitments/
group-tax-strategy
TP ICAP GROUP PLC Annual Report and Accounts 202329
Strategic report
Our business model
DELIVERING SUSTAINABLE
OUTCOMES
Our Resources
Scale
World’s largest inter-dealer broker,
energy and commodities broker,
and provider of OTC market data.
Global footprint, with operations
across 28 countries. Coverage across
all major asset classes and products
Brands
Five trusted brands: Tullett Prebon,
ICAP, PVM, Liquidnet, Parameta
Solutions
Client Base
Enduring relationships with world-
leading institutions, spanning
buy-side and sell-side
Low-risk Operating Model
No proprietary trading/market-
making: brokers act solely as
intermediaries between client
transactions
Technology & Innovation
Client-led investment in innovative
technology: Fusion connects clients
across every major asset class, across
the full life cycle of a trade
People & Culture
Talented global workforce, with a
purpose-driven culture, led by our
Triple-A values: Accountability,
Authenticity, Adaptability
Cash & Capital
Highly cash generative with a
clear capital allocation framework:
investment, reducing debt,
defined dividend policy, and
shareholder return of surplus capital,
as appropriate
Our Operations
We generate revenue by providing
broking and agency execution
services (92% of Group revenue),
and by selling data-led solutions
(8% of Group revenue).
We carry out broking and agency
execution according to three models:
Name Passing1, Matched Principle2,
and Executing Broker3. The majority
of our revenue (c.60%) is
denominated in US Dollars.
1
2
3
4
1 USD 62%
2 EUR 15%
3 GBP 12%
4 Other 11%
Read more
Financial and operating review
Page 34
Our Market
Understanding the key market trends
that affect our business means we are
well positioned to seize opportunities.
Read more
Market trends
Page 14
OUR ASSETS WHAT WE DO
Our Purpose
To provide clients with access to
global financial, energy, and
commodities markets, improving
price discovery, liquidity, and
distribution of data, through
responsible and innovative solutions.
Our Vision
To be the world’s most trusted, and
innovative, liquidity and data
solutions specialist.
Our Mission
Through our people and technology,
we connect clients to superior liquidity
and data solutions.
OUR DRIVERS
TP ICAP GROUP PLC Annual Report and Accounts 202330
Clients
Through our people and technology, provide superior
liquidity and unique data solutions.
Example: Fusion rollout, 44% of in-scope desks now live.
People
Attracting, nurturing, retaining and rewarding employees
by making TP ICAP a great place to work.
Example: Employee engagement score of 67%
(2021: 60%).
Investors
Long-term value creation and sustainable returns.
Example: £30m buyback completed; Second £30m
buyback announced; Final dividend up 27%.
Regulators
Strong governance and oversight; building trust through
regular, open dialogue.
Example: Constructive dialogue on the Group’s
regulatory capital position during ICARA review.
Suppliers
Working with suppliers to build sustained partnerships.
Example: Understanding ESG credentials through
supplier engagement.
Communities
Making a positive impact through colleague fundraising
and volunteering.
Example: £5.2m raised for 2023 ICAP Charity Day.
1 Where the Group identifies and introduces buyers and sellers who then complete
the transaction between themselves at mutually acceptable terms.
2 Where the Group is the counterparty to both the buyer and seller of a matching
trade (we hedge every client trade with an equal transaction), and maintain
client anonymity.
3 Where the Group executes transactions on certain regulated exchanges in respect
of client buy or sell orders, and then ‘gives-up’ the trade to the relevant client.
Risk Management
Effective risk management is essential to the financial strength and
resilience of the Group and for delivering its business strategy.
Read more
Principal risks and uncertainties
Page 55
Sustainability
Our approach to managing our business responsibly, including
building a diverse and inclusive culture, to deliver long-term value
for our stakeholders.
Read more
Our approach to sustainability
Page 18
Our Priorities
We are transforming our Group to future-proof our core broking
proposition through technology. We are also diversifying through
new clients, new asset classes, and greater non-broking revenue.
Read more
Our strategy
Page 16
Our Stakeholders
Our stakeholders are integral to the success of the
Company, and we are committed to creating sustainable
value and mutually beneficial outcomes.
Read more
Stakeholder engagement
Page 46
OUR STRATEGY THE OUTCOMES AND IMPACT
TRANSFORMATION
DIVERSIFICATION
DYNAMIC CAPITAL MANAGEMENT
TP ICAP GROUP PLC Annual Report and Accounts 202331
Strategic report
Our KPIs
KEY
PERFORMANCE
INDICATORS
Our KPIs are Alternative
Performance Measures
as defined by European
Securities and Markets
Authority (‘ESMA’).
We provide these to offer
additional insights into the
Group’s financial results.
TP ICAP GROUP PLC Annual Report and Accounts 202332
Revenue growth
Reported (%)
2023
4%
2022
13%
2021
4%
2020
-2%
KPI definition
Revenue growth is defined as the annual growth of total
reported revenues. Group revenues are shown on page 35.
Comment
Our core revenue growth is driven by transactional volumes
that reflect wider market conditions. The Group delivered
a good financial performance, against a backdrop of macro
and geopolitical-driven volatility. Group revenues increased
4% year-on-year on a reported basis (+3% on a constant
currency basis).
Adjusted operating profit (EBIT) margin²
Reported (%)
2023
13.7%
2022
13.0%
2021
12.5%
2020
15.2%
KPI definition
Adjusted operating profit margin is calculated by dividing
adjusted operating profit by revenue for the period.
A reconciliation of adjusted operating profit to statutory
operating profit is shown on page 160.
Comment
Adjusted operating profit margin is a measure of business
profitability and is principally driven by revenue, broker and
support staff compensation and other administrative expenses.
The adjusted operating profit margin for 2023 increased by
0.7 percentage points relative to 2022.
Contribution¹
Reported (£m)
2023
848
2022
795(restated)
2021
702
2020
680
KPI definition
Contribution is calculated as revenue less broker compensation
and other front office costs. It also includes the revenue of
Parameta Solutions less direct costs.
Comment
Contribution is another measure of business profitability,
captured at the divisional level. It provides an indication of
business division financials before management support costs.
Group contribution improved by 7% increasing from £795m in
2022 to £848m in 2023.
Adjusted earnings per share (‘EPS’)
Reported (p)
2023
29.2
2022
24.9
2021
19.5
2020
29.3
KPI definition
Adjusted earnings per share is calculated by dividing the
adjusted profit after tax by the basic weighted average number
of shares in issue. See adjusted EPS section on page 207.
Comment
Over the long term, growth in shareholder value and returns are
linked to growth in adjusted EPS, which measures the adjusted
profitability of the Group after tax and interest costs.
1 Prior year numbers have been restated to reflect a £32m reclassification of
technology costs from front office costs to management & support costs, to
better reflect the nature of these costs. The reclassification impacts Liquidnet,
Global Broking and Group only.
2 Refer to page 40 of the Operating and Financial Review for comparison
of performance with 2023 targets.
TP ICAP GROUP PLC Annual Report and Accounts 202333
Strategic report
Financial and operating review
All percentage movements quoted in the analysis of financial
results that follows are in reported currency, unless otherwise
stated. Reported currency refers to prior year comparatives
translated using prior year foreign exchange rates.
Introduction
The Group delivered a good financial performance: revenue
increased 4% to £2,191m (3% ahead in constant currency),
building on the 13% growth in 2022.
In line with our expectations, following a strong performance
in 2022, revenue in our largest division, Global Broking, was
unchanged. Energy & Commodities delivered record revenue
growth of 18%, benefitting from improved market conditions.
This included double-digit growth across all the key asset classes
(Oil, Power and Gas).
Liquidnet revenue (excluding Credit, now reported as part of our
Credit asset class in Global Broking) declined marginally. Cash
Equities revenue was 8% down, but outperformed the activity in
large block market volumes – Liquidnet’s key market segment.
We grew our market share in the US and EMEA regions,
underlining the strength of our franchise. Cash Equities revenue
increased by 9% in the fourth quarter, and this positive
momentum has continued so far in 2024.
Parameta Solutions, a world leader in the provision of OTC data
and analytics, grew its revenue by 8% and continues to benefit
from the delivery of multi-channel distribution and
diversification of its client base.
Our focus on cost management (annualised Liquidnet
integration cost synergies of £43m), and broker productivity
(average revenue per broker +10%), increased our Group
contribution margin to 38.7% (2022: 37.6%). We delivered a
record adjusted EBIT of £300m (2022: £275m), up 9%, with EBIT
margin increasing to 13.7% from 13.0%, despite a £11m foreign
currency loss arising from the retranslation of the Group’s
monetary assets and liabilities (2022: £14m gain).
FINANCIAL AND
OPERATING
REVIEW
“We delivered a strong financial
performance, higher revenues from
diversified sources and continued cost
discipline in a tough environment.”
TP ICAP GROUP PLC Annual Report and Accounts 202334
The Group incurred significant items of £153m post-tax in reported
earnings (2022: £91m) with the year-on-year increase driven by the
£76m (net of tax) in 2023 impairment of goodwill and acquired
intangibles assets in Liquidnet. The impairment reflects the
particularly challenging equity markets seen over the last two
years, as well as an increase in the discount rate. Significant items
excluding the impairment and income and costs associated with
legal and regulatory matters, were lower than our previous
guidance of £85m (pre-tax). Group’s reported EBIT was £128m
(2022: £163m).
At our Capital Markets Day in 2020, we set out our strategy to
transform, grow, and diversify the Group. At the same time, we set
out a range of 2023 targets which we adjusted last year to principally
reflect the challenging market conditions for Liquidnet Equities,
and the impact of the pandemic. We have exceeded the updated
guidance for most of these targets.
Dynamic capital management is an important strategic priority
for us. We freed up our targeted £100m of cash, which is being
used to reduce Group debt. Our leverage ratio¹ is now 1.9 times,
and is expected to reduce further, when we report our half year
2024 results in August. We delivered strong cash generation,
with a cash conversion ratio of 124% (2022: 156%). We
announced a second share buyback programme of £30m,
following the completion of the initial £30m programme in
January 2024. Finally, in line with our dividend policy, the Board
is recommending a final 2023 dividend of 10.0 pence per share,
representing a full year 2023 dividend of 14.8 pence per share,
up 19.4%.
1. Total debt (excluding finance lease liabilities) dividend by adjusted EBITDA
as defined by Rating Agency.
Robin Stewart
Executive Director and Chief Financial Officer
12 March 2024
Key financial and performance metrics
2023
£m
2022
Reported²
£m
2022
Constant
Currency²
£m
Reported
change
Constant
Currency
Change
Revenue 2,191 2,115 2,119 4% 3%
Reported
– EBIT 128 163 165 (21%) (22%)
– EBIT margin 5.8% 7.7% 7.8% (1.9%) (2.0%)
Adjusted
– Contribution 848 795 797 7% 6%
– Contribution margin 38.7% 37.6% 37.6% 1.1% 1.1 %
– EBITDA 373 357 359 4% 4%
– EBIT 300 275 277 9% 8%
– EBIT margin 13.7% 13.0% 13.1% 0.7% 0.6%
Average
– Broker headcount¹ 2,556 2,680 2,680 (5%) (5%)
– Revenue per broker¹ (£’000) 716 652 653 10% 10%
– Contribution per broker¹ (£’000) 268 230 230 17% 17%
Period end
– Broker headcount¹ 2,523 2,613 2,613 (3%) (3%)
– Total headcount 5,179 5,161 5,161 – –
1 Revenue per broker and contribution per broker are calculated as external revenue and contribution of Global Broking, Energy & Commodities and Liquidnet (excluding
the Acquired Liquidnet platform) divided by the average broker headcount for the year. 2022 broker headcount restated to include Liquidnet Credit platform to reflect
the Credit platform merger with Global Broking.
2 Prior year numbers have been restated to reflect £32m reclassification of technology costs from front office costs to management & support costs to better reflect the
nature and management of these costs.
TP ICAP GROUP PLC Annual Report and Accounts 202335
Strategic report
Financial and operating review
continued
Income statement
Whilst not a substitute for IFRS, management believe adjusted figures provide relevant information to better understand the underlying
business performance. These adjusted measures, and other alternative performance measures (‘APMs’), are also used by management for
planning and to measure the Group’s performance.
2023
Adjusted
£m
Significant
items
£m
Reported
£m
Revenue 2,191 – 2,191
Employment, compensation and benefits (1,354) (6) (1,360)
General and administrative expenses (478) (33) (511)
Depreciation and impairment of PPE and ROUA (45) (11) (56)
Amortisation and impairment of intangible assets (28) (130) (158)
Operating expenses (1,905) (180) (2,085)
Other operating income 14 8 22
EBIT 300 (172) 128
Net finance expense (29) (3) (32)
Profit before tax 271 (175) 96
Tax (67) 27 (40)
Share of net profit of associates and joint ventures 25 (5) 20
Non-controlling interests (2) – (2)
Attributable Earnings 227 (153) 74
Basic average number of shares (millions) 777.7 777.7
Basic EPS (pence per share) 29.2p 9.5p
Diluted average number of shares (millions) 794.2 794.2
Diluted EPS (pence per share) 28.6p 9.3p
2022
Adjusted
£m
Significant
items
£m
Reported
£m
Revenue 2,115 – 2,115
Employment, compensation and benefits (1,296) (24) (1,320)
General and administrative expenses (474) (32) (506)
Depreciation and impairment of PPE and ROUA (49) (9) (58)
Amortisation and impairment of intangible assets (33) (65) (98)
Operating expenses (1,852) (130) (1,982)
Other operating income 12 18 30
EBIT 275 (112) 163
Net finance expense (49) (1) (50)
Profit before tax 226 (113) 113
Tax (58) 22 (36)
Share of net profit of associates and joint ventures 29 – 29
Non-controlling interests (3) – (3)
Attributable Earnings 194 (91) 103
Basic average number of shares (millions) 779.1 779.1
Basic EPS (pence per share) 24.9p 13.2p
Diluted average number of shares (millions) 790.6 790.6
Diluted EPS (pence per share) 24.5p 13.0p
All percentage movements quoted in the analysis of financial results that follows are in constant currency, unless otherwise stated.
Constant currency refers to prior year comparatives being retranslated at current year foreign exchange rates to support
comparison on an underlying basis.
Revenue by division
Total Group revenue in 2023 of £2,191m was 3% higher than the prior year (+4% in reported currency). Global Broking revenue was broadly
in line, with the performance underpinned by another strong year for Rates and growth in FX and Money Markets. Energy & Commodities
revenue increased by 18% supported by improved market activity across Oil, Power and Gas. Supply disruptions caused by the war in
Ukraine receded and European gas prices returned to more normal levels, leading to an increase in trading activity. In Liquidnet revenue
was down 1% due to challenging equity market conditions, particularly during H1 2023. However, an improvement in equity markets in Q4
saw Cash Equities revenue rise 13%, providing good momentum for 2024. The rest of the Liquidnet division delivered strong growth (+12%),
driven by the Relative Value desks. Parameta Solutions revenue was up 8% as it continued to benefit from growing demand for high
quality financial markets data. Growth accelerated to 11% in H2 2023.
TP ICAP GROUP PLC Annual Report and Accounts 202336
By Business Division
2023
£m
2022
(restated
reported
currency)
£m
2022
(restated
constant
currency)
£m
Reported
currency
change
Constant
currency
change
Rates 566 567 567 – –
FX & Money Markets 312 302 302 3% 3%
Equities 237 246 246 (4%) (4%)
Credit² 121 125 125 (3%) (3%)
Inter-division revenue¹ 22 22 22 – –
Global Broking³ 1,258 1,262 1,262 – –
Energy & Commodities 455 384 386 18% 18%
Inter-division revenue¹ 3 3 3 – –
Energy & Commodities 458 387 389 18% 18%
Liquidnet² 315 316 318 – (1%)
Data & Analytics 185 175 175 6% 6%
Inter – division revenue¹ 4 – – n/a n/a
Parameta Solutions³ 189 175 175 8% 8%
Inter-division eliminations¹ (29) (25) (25) (16%) (16%)
Total Revenue 2,191 2,115 2,119 4% 3%
1 Inter-division revenue has been recognised in Global Broking and Energy & Commodities to reflect the value of proprietary data provided to the Parameta Solutions
division. The Global Broking and Energy & Commodities inter-division revenue and Parameta Solutions inter-division costs are eliminated upon the consolidation of the
Group’s financial results.
2 Liquidnet Credit revenue of £11m is now reported as part of Global Broking. 2023 disclosures are on this basis, with 2022 results restated, to ensure a like-for-like comparison
year-on-year. £9m of Credit revenue in 2022 has been reclassified from Liquidnet to Global Broking.
3 Parameta Solutions desks transferred into Global Broking reflecting the change in focus of business activities. 2022 Revenue for Global Broking increased by £2m,
Parameta Solutions reduced by £2m.
Operating expenses
The table below sets out operating expenses, divided principally between front office costs and management and support costs. Front
office costs tend to have a large variable component and are directly linked to the output of our brokers. The largest element of this is
broker compensation as well as other front office costs, which include travel and entertainment, telecommunications and information
services, clearing and settlement fees as well as other direct costs. The remaining cost base represents the management and support costs
of the Group.
2023
£m
2022
(restated¹
reported
currency)
£m
2022
(restated¹
constant currency)
£m
Reported
Currency
Change
Constant
Currency
Change
Front office costs
– Global Broking
761 798 799 (5%) (5%)
– Energy & Commodities
304 263 264 16% 15%
– Liquidnet
207 197 197 5% 5%
– Parameta Solutions 71 62 62 15% 15%
Total front office costs² 1,343 1,320 1,322 2% 2%
Management and support costs
– Employment costs
319 297 297 7% 7%
– Technology and related costs
93 93 93 – –
– Premises and related costs
29 28 28 4% 4%
– Depreciation and amortisation
73 82 82 (11%) (11%)
– Other administrative costs
37 46 46 (20%) (20%)
Total management and support costs
551 546 546 1% 1%
– FX (gains)/losses 11 (14) (14) n/a n/a
Total management & support costs (incl. FX losses/(gains) 562 532 532 6% 6%
Total adjusted operating costs
1,905 1,852 1,854 3% 3%
Significant items 180 130 128 38% 41%
Total operating expenses 2,085 1,982 1,982 5% 5%
1 Prior year numbers have been restated to reflect £32m reclassification of technology costs from front office costs to management & support costs to better reflect the nature
of these costs. The reclassification impacts Liquidnet, Global Broking and the Group.
2 Includes all front office costs, including broker compensation, sales commission, travel and entertainment, telecommunications, information services, clearing and
settlement fees as well as other direct costs.
TP ICAP GROUP PLC Annual Report and Accounts 202337
Strategic report
Financial and operating review
continued
Total front office costs of £1,343m increased by 2% on reported and
constant currency basis compared with 2022, in line with increase
in revenue. In 2022 there was a £21m P&L charge, net of recoveries
relating to Russian exposures. Excluding this charge, the front office
costs increased by 3%, Total management & support costs
(excluding FX (gains)/losses) of £551m remained broadly in line
compared with the previous period. The FX impact from the
retranslation of monetary assets and liabilities reversed from a
£14m gain in 2022, to an £11m loss in 2023. We maintained tight
cost discipline and the impact of ongoing inflationary pressures
and continuing investment in Liquidnet Credit was largely offset
by the delivery of further cost savings, which has strengthened our
operating leverage. We have now delivered £43m of annualised
Liquidnet integration cost synergies, exceeding our target of £30m.
Total operating expenses of £2,085m, increased by 5% compared
with 2022. During 2023, we incurred total strategic IT investment
spend amounting to £26m (2022: £22m) comprising £7m of
operating expenses and £19m of capital expenditure. (2022: £8m
operating expenses and £14m capital expenditure).
Capital and liquidity management
Capital management
The Group achieved its target of freeing up c.£100m of cash, six
months ahead of schedule. It is being used to reduce Group debt,
thereby reducing our future net finance costs, and increasing our
investment grade headroom.
In April 2023, we issued £250m Sterling Notes maturing in 2030
under the Group’s Euro Medium Term Note (‘EMTN’) programme.
The proceeds were used to repay £210m of the outstanding Sterling
Notes, in 2023 and the balance at maturity, in January 2024.
Free cash flow generation was strong at £281m (2022: £302m),
representing a 124% cash conversion (free cash flow divided by
adjusted attributable earnings).
We announced a share buyback programme of up to £30m in
August 2023 which was executed during the second half of 2023
and completed in the first week of January 2024. We have
announced a second buyback of £30m. The Board remains
committed to identifying and returning any potential surplus
capital to shareholders, subject to the ongoing assessment of
our balance sheet and investment requirements.
Liquidity management
The Group extended the £350m syndicated Revolving Credit
Facility (‘RCF’) for a further year to May 2026. In January 2024
the Yen10bn RCF with a Japanese strategic partner has also
been extended to February 2026.
Significant items
Items that distort comparisons due to their size, nature or frequency,
are excluded in order to provide additional understanding,
comparability and predictability of the underlying trends of the
business, to arrive at adjusted operating and profit measures.
Significant items are categorised as below:
Restructuring and related costs
Restructuring and related costs arise from initiatives to reduce the
ongoing cost base and improve efficiency to enable the delivery of
our strategic priorities. These initiatives are significant in size and
nature to warrant exclusion from adjusted measures. Costs for other
smaller scale restructuring are retained within both reported and
adjusted results.
Disposals, acquisitions and investments in new businesses
Costs, and any related income, related to disposals, acquisitions
and investments in new business are transaction dependent and
can vary significantly year-on-year, depending on the size and
complexity of each transaction. Amortisation of purchased and
developed software is contained in both the reported and adjusted
results as these are considered to be core to supporting the
operations of the business.
Impairment
The Group conducts its goodwill and intangible asset impairment
test annually in September, or more frequently if indicators of
impairment exist. Impairment assessments are performed by
comparing the carrying amount of a cash generating unit (‘CGU’),
to its recoverable amount. Judgement is involved in estimating the
future cash flows of the cash-generating units and the rates used to
discount these cash flows.
Legal and regulatory matters
Costs, and recoveries, related to certain legal and regulatory
cases are treated as significant items due to their size and nature.
Management considers these cases separately due to the
judgements and estimation involved, the costs and recoveries
of which could vary significantly year-on-year.
TP ICAP GROUP PLC Annual Report and Accounts 202338
The table below shows the significant items in 2023 vs 2022, of which around 85% of the total 2023 costs are non-cash.
2023
Gross Expense
£m
2023
Tax Relief
£m
2023
Net Amount
£m
2022
Gross Expense
£m
2022
Tax Relief
£m
2022
Net Amount
£m
Restructuring & related costs
– Property rationalisation¹ 15 (3) 12 16 (3) 13
– Liquidnet integration 9 (2) 7 9 (1) 8
– Group cost saving programme – – – 21 (3) 18
– Business restructuring² 2 – 2 2 – 2
– Remeasurement of employee group income
protection (‘GIP’) provision – – – (7) 1 (6)
Subtotal 26 (5) 21 41 (6) 35
Disposals, acquisitions and investment
in new business
– Amortisation of intangible assets arising
on consolidation 44 (11) 33 45 (10) 35
– Liquidnet acquisition related³ 10 (2) 8 (15) (6) (21)
– Foreign exchange losses (2) 1 (1) 5 – 5
– Adjustment to deferred consideration⁴ (3) – (3) 8 – 8
– Strategic project costs – – – 3 – 3
Subtotal 49 (12) 37 46 (16) 30
Impairment⁵
– Liquidnet goodwill 47 – 47 – – –
– Liquidnet customer relationships 39 (10) 29 20 – 20
Subtotal 86 (10) 76 20 – 20
Legal & regulatory matters⁶ – Subtotal 11 – 11 5 – 5
Total pre-financing cost 172 (27) 145 112 (22) 90
– Financing interest expense on Vendor Loan
Notes, amortisation of discount on deferred
consideration and GIP provision 3 – 3 1 – 1
Total post-financing cost 175 (27) 148 113 (22) 91
Associate impairment⁷ 5 – 5 – – –
Total 180 (27) 153 113 (22) 91
1 £12m Property rationalisation costs include costs relating to exiting Liquidnet’s Hong Kong and New York office.
2 £2m of Business restructuring costs include the ongoing work to simplify the Group’s legal entity structure and free up capital.
3 £8m of Liquidnet acquisition related costs relating to settling commercial and regulatory matters arising from the Liquidnet acquisition.
4 £(3)m adjustment to deferred consideration includes the reduction of deferred consideration on the Liquidnet earnout in the light of lower performance in the equities
business.
5 £76m recognised impairment of the carrying values of goodwill and acquired customer relationships in Liquidnet as a result of prolonged adverse changes in equity market
conditions, and an increase in the discount rate that is applied to cash flow projections.
6 £11m Legal & regulatory matters includes costs related to proceedings issued by the Frankfurt and Cologne Prosecutors, civil claims relating to ‘cum-ex’, the defence of
LIBOR actions and settlement, costs related to the Company bringing a warranty claim against NEX Group and costs related to ongoing regulatory investigations.
7 £5m relates to the impairment of the Group’s carrying value of an associate company on disposal – Corretaje e Informacion Monetaria Y de Divisas SA (‘CIMD’).
TP ICAP GROUP PLC Annual Report and Accounts 202339
Strategic report
Financial and operating review
continued
Net finance expense
The adjusted net finance expense of £29m (reported net finance expense £32m), is comprised of £46m interest expense and £14m of net
interest on finance leases, offset by £31m interest income. The net finance expense is £20m lower compared with £49m in 2022. This is
mainly due to:
> £26m increase in interest income following concerted effort to maximise the interest rate yield on increasing cash balances;
> £7m increase in interest expense from 2030 Sterling Notes refinanced at higher rate (7.875%) compared with the 2024 Sterling Notes
repaid (5.25%); and
> £1m decrease in net financing leasing costs.
Tax
The effective rate of tax on adjusted profit before tax is 24.7% (2022: 25.7%). The effective rate of tax on reported profit before tax is
41.7% (2022: 31.9%).
Basic EPS
The average number of shares used for the 2023 Basic EPS calculation is 777.7m (2022: 779.1m). This reflects the 788.7m shares in issue as
at 31 December 2022, less the 8.8m shares held in trust as at 31 December 2022, adjusted for the time-apportioned movements in shares
during 2023. Time-apportioned movements during the year were an increase of 0.5m in respect of own shares held in trust and a decrease
of 2.7m in respect of treasury shares acquired through the share buyback.
The TP ICAP plc Employee Benefit Trust has waived its rights to dividends.
The reported Basic EPS for 2023 was 9.5p (2022: 13.2p) and adjusted Basic EPS for 2023 was 29.2p (2022: 24.9p).
Dividend
The Board is recommending a final dividend for 2023 of 10.0p, which, when added to the interim dividend of 4.8p, results in a total
dividend for the year of 14.8p, an increase of 19% from the previous year. This aligns to the Group’s dividend policy which targets a dividend
cover of approximately two times on adjusted post-tax earnings. The dividend distribution during the year is typically based on a pay-out
range of 30-40% of H1 adjusted post-tax earnings with the balance paid in the final dividend. The final dividend will be paid on 24 May
2024 to shareholders on the register at close of business on 12 April 2024. The ex-dividend date will be 11 April 2024.
The Company offers a Dividend Reinvestment Plan (‘DRIP’), where dividends can be reinvested in further TP ICAP Group plc shares.
The DRIP election cut-off date will be 02 May 2024.
Targets for 2023 and Guidance for 2024
At the Capital Markets Day (‘CMD’) in December 2020 we set out financial targets for the end of 2023 and subsequently updated guidance
to reflect the impact of the pandemic and the challenging equity market conditions for the Liquidnet platform. As we often highlight, it is
difficult to predict future levels of market activity, given the highly uncertain macro and geopolitical outlook.
We have met most of our guidance.
Total Group GB¹ E&C PS LN¹
Contribution Margin
Latest guidance 39% to 40% 33% to 35% >50% c.30%
2023 Reported 39.8% 33.6% 49.2% 22.4%
Adjusted EBIT Margin
Latest guidance c.14% 17% to 19% 13% to 15% >45%
2023 Reported 13.7% 17.8% 15.5% 40.7%
Cash Conversion
Latest guidance c.80%
2023 Reported 124%
1 For comparison with 2023 latest guidance, Liquidnet Credit is excluded from Global Broking, to ensure a like-for-like basis. The contribution margin also excludes the 2023
reclassification of technology costs (£6m) from front office costs into management & support costs for Global Broking and (£26m) for Liquidnet.
Our guidance for 2024 is as follows:
> Significant items in 2024 are expected to be c.£65m (pre-tax), excluding potential income and costs associated with legal and
regulatory matters;
> Group net finance expense of c.£25m;
> Management & support costs (excluding FX gains or losses) are expected to grow in line with inflation; and
> Dividend cover of c.2 times adjusted post-tax earnings.
TP ICAP GROUP PLC Annual Report and Accounts 202340
Performance by Primary Operating Segment (divisional basis)
The Group presents below the results of its business by Primary Operating Segment with a focus on revenue and APMs used to measure
and assess performance.
2023
GB³
,
⁴
£m
E&C
£m
LN⁴
£m
PS³
£m
Corp/
Elim
£m
Total
£m
Revenue:
– External 1,236 455 315 185 – 2,191
– Inter-division¹ 22 3 – 4 (29) –
1,258 458 315 189 (29) 2,191
Total front office costs:
– External (761) (304) (207) (71) – (1,343)
– Inter-division¹ (4) – – (25) 29 –
(765) (304) (207) (96) 29 (1,343)
Contribution 493 154 108 93 – 848
Contribution margin 39.2% 33.6% 34.3% 49.2% – 38.7%
Net management and support costs:
– Management and support costs (259) (75) (87) (14) (54) (489)
– Other operating income 3 1 – – 10 14
Adjusted EBITDA 237 80 21 79 (44) 373
Adjusted EBITDA margin 18.8% 17.5% 6.7% 41.8% n/a 17.0%
– Depreciation and amortisation (31) (9) (11) (2) (20) (73)
Adjusted EBIT 206 71 10 77 (64) 300
Adjusted EBIT margin 16.4% 15.5% 3.2% 40.7% n/a 13.7%
Average broker headcount 1,815 599 142 2,556
Average sales headcount – – 107 107
Revenue per broker (£’000)² 681 759 972 716
Contribution per broker (£’000)² 272 257 262 268
2022 (reported currency)
GB³
,
⁴
,
⁵
£m
E&C
£m
LN⁴
,
⁵
£m
PS³
£m
Corp/
Elim
£m
Total⁵
£m
Revenue:
– External 1,240 384 316 175 – 2,115
– Inter-division¹ 22 3 – – (25) –
1,262 387 316 175 (25) 2,115
Total front office costs:
– External (798) (263) (197) (62) – (1,320)
– Inter-division¹ – – – (25) 25 –
(798) (263) (197) (87) 25 (1,320)
Contribution 464 124 119 88 – 795
Contribution margin 36.8% 32.0% 37.7% 50.3% – 37.6%
Net management and support costs:
– Management and support costs (242) (65) (93) (7) (43) (450)
– Other operating income 2 – – – 10 12
Adjusted EBITDA³ 224 59 26 81 (33) 357
Adjusted EBITDA margin 17.7% 15.2% 8.2% 46.3% n/a 16.9%
– Depreciation and amortisation (36) (10) (25) (2) (9) (82)
Adjusted EBIT³ 188 49 1 79 (42) 275
Adjusted EBIT margin 14.9% 12.7% 0.3% 45.1% n/a 13.0%
Average broker headcount 1,908 632 139 2,680
Average sales headcount – – 119 119
Revenue per broker (£’000)² 650 607 894 652
Contribution per broker (£’000)² 243 196 200 230
TP ICAP GROUP PLC Annual Report and Accounts 202341
Strategic report
Financial and operating review
continued
2022 (constant currency)
GB³
,
⁴
,
⁵
£m
E&C
£m
LN⁴
,
⁵
£m
PS³
£m
Corp/
Elim
£m
Total⁵
£m
Revenue:
– External 1,240 386 318 175 – 2,119
– Inter-division¹ 22 3 – – (25) –
1,262 389 318 175 (25) 2,119
Total front office costs:
– External (799) (264) (197) (62) – (1,322)
– Inter-division¹ – – – (25) 25 –
(799) (264) (197) (87) 25 (1,322)
Contribution 463 125 121 88 – 797
Contribution margin 36.7% 32.1% 38.1% 50.3% – 37.6%
Net management and support costs:
– Management and support costs (240) (66) (94) (7) (43) (450)
– Other operating income 2 – – – 10 12
Adjusted EBITDA 225 59 27 81 (33) 359
Adjusted EBITDA margin 17.8% 15.2% 8.5% 46.3% n/a 16.9%
– Depreciation and amortisation (35) (10) (25) (2) (10) (82)
Adjusted EBIT 190 49 2 79 (43) 277
Adjusted EBIT margin 15.1% 12.6% 0.6% 45.1% n/a 13.1%
Average broker headcount 1,908 632 139 2,680
Average sales headcount – – 119 119
Revenue per broker (£’000)² 650 610 895 653
Contribution per broker (£’000) 243 198 199 230
GB = Global Broking; E&C = Energy & Commodities; LN = Liquidnet; PS = Parameta Solutions; Corp/Elim = Corporate Centre, eliminations
and other unallocated costs.
1 Inter-division charges have been made by Global Broking and Energy & Commodities to reflect the value of proprietary data provided to the Parameta Solutions division.
The Global Broking inter-division revenue and Parameta Solutions inter-division costs are eliminated upon the consolidation of the Group’s financial results.
2 Revenue per broker and contribution per broker are calculated as external revenue and contribution of Global Broking, Energy & Commodities and Liquidnet (excluding the
acquired Liquidnet platform) divided by the average brokers for the year. The Group revenue and contribution per broker excludes revenue and contribution from Parameta
Solutions and Liquidnet Division.
3 Parameta Solutions desks transferred into Global Broking reflecting the change in focus of business activities. 2022 Revenue for Global Broking increased by £2m,
Parameta Solutions reduced by £2m. Front Office costs for Global Broking increased by £1m, Parameta Solutions reduced by £1m.
4 Liquidnet Credit is now reported as part of Global Broking. 2023 disclosures are on this basis, with 2022 results restated, to ensure a like-for-like comparison year-on-year.
2022 Revenue for Global Broking increased by £9m, Liquidnet reduced by £9m. Front Office costs for Global Broking increased by £17m, Liquidnet reduced by £17m.
5 Prior year numbers have been restated to reflect £32m reclassification of technology costs from front office costs to management & support costs to better reflect the nature
of these costs. The reclassification impacts Liquidnet, Global Broking and the Group.
TP ICAP GROUP PLC Annual Report and Accounts 202342
Global Broking¹
Global Broking revenue of £1,258m (which represents 57% of total
Group revenue) was broadly in line with the strong prior period that
saw 7% increase compared with 2021 (in line in reported currency).
Interest rates and market volatility remained high supporting
macro trading activity in Rates and FX & Money Markets.
Revenue in Rates (comprising 45% of Global Broking revenue
and 26% of total Group revenue) was in line with 2022, as market
volatility remained high. FX & Money Markets revenue increased
by 3% driven by strong growth in emerging markets, while we saw
declines in Equities and Credit of 4% and 3% respectively. In 2023,
Liquidnet Credit was merged with Global Broking to form a new,
Group-wide, Credit offering. This new arrangement will enable
us to leverage our deep sell-side relationships and deepen and
accelerate connectivity as well as drive efficiencies through
a shared support infrastructure. 2023 revenue from Liquidnet
Credit was £11m (2022: £9m).
Revenue per broker increased by 5%, reflecting the delivery of the
same year-on-year revenue with 5% fewer brokers. Contribution per
broker increased by 12%, or by 7% when excluding the P&L charge
related to Russian exposures in 2022.
Front office costs were 4% lower, due to the non-recurrence of the
£20m P&L charge relating to Russian exposures in 2022 and lower
average broker headcount. The contribution margin increased to
39.2% compared with 36.7% in the prior period.
Management and support costs (including depreciation and
amortisation and net of other operating income) of £287m
increased by 5% due to increased investment in the roll out of
Fusion, our electronic platform. Adjusted EBIT was £206m, with a
margin of 16.4% (2022: £190m, 15.1% in constant currency, £188m
and 14.9% in reported currency).
Energy & Commodities (‘E&C’)
E&C revenue of £458m in 2023, representing 21% of total Group
Revenue, was 18% higher, benefitting from buoyant market
conditions. Double-digit growth was delivered across the key asset
classes: Oil, Power and Gas. Trading volumes increased in European
gas and power as the impact of the supply disruptions caused by
the war in Ukraine were mitigated and prices returned to more
normal levels. ICE oil market volumes were up 19% and gas market
volumes up 16%, as the overall macro environment led to price
volatility and increased trading.
Revenue per broker increased by 24% and contribution per broker
increased by 30%.
Front office costs which are variable with revenue, were 15% higher
at £304m. Contribution margin increased to 33.6% (2022: 32.1%).
Management and support costs (including depreciation and
amortisation and net of other operating income) of £83m
increased by 9% due to higher direct management costs and the
adjusted EBIT was £71m, up 45% on the prior year with a margin
of 15.5% (2022: £49m, 12.6% in constant currency and 12.7% in
reported currency).
Liquidnet¹
Liquidnet’s revenue of £315m, which represents 14% of total Group
revenue was 1% lower in constant currency compared with 2022
(in line with reported) with strong performance in the Relative
Value businesses offset by continued challenges in Equities.
Liquidnet Equities continued to experience challenging market
conditions particularly in the first half of 2023. We took further
action on our cost base and have now delivered £43m of annualised
integration synergies (vs our £30m target), and strengthened our
operational leverage significantly. In the US, block market volumes
by the top five Agency Alternative Trading System (‘ATS’) venues
were down 13% compared with 2022 however, Liquidnet’s market
share increased from 23.2% to 24.0%. In Europe, 5x Large in Scale
transactions (‘LIS’) volumes were down 15% in 2023 compared with
2022. In this challenging environment, Liquidnet’s market share
increased in 2023 to 35.9% compared with 34.3% in Q4 2022.
Liquidnet showed an improving growth trajectory in the second
half of 2023 as investor expectations for a reduction in global
interest rates brought about a higher allocation of funds flow into
Equities, and an increase in institutional block activity as a result.
Cash equities revenue grew 13% in the fourth quarter of 2023.
The Relative Value businesses performed well as a result of the US
regional banking crisis in Q1 2023, and rising interest rates
throughout the year.
Front office costs of £207m were 5% higher. This resulted in
a contribution margin of 34.3% (2022: 38.1%).
Management and support costs (including depreciation and
amortisation and net of other operating income) of £98m reduced
by 18% mainly from cost management actions and the adjusted
EBIT increased to £10m, at 3.2% margin (2022: £2m, 0.6% in
constant currency and £1m, 0.3% in reported currency).
Parameta Solutions²
Revenue of £189m, which represents 9% of total Group revenue,
was 8% higher compared with 2022. Revenue in the second half
was 11% higher compared with the prior period, providing positive
momentum for the year ahead. Subscription-based recurring
revenue represents over 96% of total revenue.
Parameta Solutions continues to benefit from the successful delivery
of its strategy focussed on product development, multi-channel
distribution and further diversification of its client base. Thirty new
clients were onboarded in 2023, 80% of which were non-sell-side
clients including buy-side, corporates, professionals’ services and
energy & commodities firms. In addition, we launched two benchmark
indices focused on interest rate swap volatility and the global
Liquefied Natural Gas market.
Management and support costs (including depreciation and
amortisation and net of other operating income) of £16m increased
by £7m from 2022 and the adjusted EBIT was £77m, with a margin
of 40.7% (2022: £79m, 45.1% in reported & constant currency).
1 Liquidnet Credit is now reported as part of Global Broking. 2023 disclosures are
on this basis, with 2022 results restated, to ensure a like-for-like comparison year-
on-year. £9m of Credit revenue in 2022 have been reclassified from Liquidnet to
Global Broking.
2 Parameta Solutions desks transferred into Global Broking reflecting the change
in focus of business activities. 2022 Revenue for Global Broking increased by £2m,
Parameta Solutions reduced by £2m. Front Office costs for Global Broking
increased by £1m, Parameta Solutions reduced by £1m.
TP ICAP GROUP PLC Annual Report and Accounts 202343
Strategic report
Financial and operating review
continued
Cash flow
The table below shows the changes in cash and debt for the year
ending 31 December 2023 and 31 December 2022.
£m
2023
£m
2022
£m
EBIT reported 128 163
Depreciation, amortisation and
other non-cash items 226 178
Disposal of property, plant and
equipment – 12
Movement in working capital
– changes in net Matched Principal
balances (20) 27
– change in other working capital
balances 104 62
Income taxes paid
– periodic tax paid (57) (51)
– accelerated tax paid (32) –
Net interest and loan facility fees
paid (33) (48)
Capital expenditure (55) (53)
Dividends received from associates
and joint ventures 22 15
Dividends paid to non-controlling
interests (2) (3)
Free cash flow 281 302
Receipt UK pension surplus, net of
pension tax payment 30 –
Purchase of financial assets (19) (50)
Net other investing activities 7 (9)
Dividend paid to TP ICAP
shareholders (99) (78)
Share buyback (29) –
Net borrowings 39 (47)
Payment of lease liabilities (29) (29)
Other financing activities (10) (6)
Total other investing and financing
activities (110) (219)
Change in cash 171 83
Foreign exchange movements (40) 38
Cash at the beginning of the year 888 767
Cash at the end of the year 1,019 888
The Group’s net cash balance of £1,019m, increased by £131m in
the year.
Free cash flow is presented to show a more sustainable view of cash
generation and to enable the conversion of adjusted earnings into
cash to be better understood. This measure reflects the cash and
working capital efficiency of the Group’s operations, and aligns tax
with underlying items and interest received with the operations of
the group.
Free cash flow of £281m (2022: £302m) represents 124% conversion
of adjusted attributable earnings into cash (2022: 156%). This
includes temporary cash outflow of £20m on changes in Matched
Principal balances (2022: £27m inflow) that arose on delayed
settlement of trades and accelerated tax paid of £32m (2022: £nil)
from the UK tax relief, that is expected to reverse in 2024 and 2025.
Adjusting for these 2 items gives a free cash flow of £333m (2022:
£275m) and a conversion of adjusted attributable earnings into
cash of 147% (2022: 142%) caused principally by the cash inflow on
working capital of £104m (2022: £62m) from a significant
improvement in collection of trade receivables.
Total other investing and financing activities includes the net
receipt of UK pension surplus being, the gross amount of £46m less
the 35% tax levied of £16m, following the wind-up of the defined
benefit pension schemes, a £29m outflow from the £30m share
buyback programme announced in August 2023, a £99m outflow
from increased dividend paid in 2023 and a £39m net cash inflow
from the refinancing of the 2024 Sterling Notes.
The strengthening of GBP, particularly against the USD, resulted
in a foreign exchange loss of £40m (2022: gain of £38m).
TP ICAP GROUP PLC Annual Report and Accounts 202344
Debt finance
The composition of the Group’s outstanding debt is summarised below.
At 31 December
2023
£m
At 31 December
2022
£m
5.25% £247m Sterling Notes
January 2024¹ 37 253
5.25% £250m Sterling Notes
May 2026¹ 250 250
2.625% £250m Sterling Notes
November 2028¹ 249 248
7.875% £250m Sterling Notes
April 2030¹ 251 –
Subtotal 787 751
Loan from related party
(RCF with Totan)² – –
Revolving credit facility
drawn – banks² – –
3.2% Liquidnet Vendor Loan Notes 40 43
Overdrafts 10 –
Debt (used as part of net
(funds)/debt) 837 794
Lease liabilities 251 279
Total debt 1,088 1,073
1 Sterling Notes are reported at their par value net of discount and unamortised
issue costs and including interest accrued at the reporting date.
2 £350m committed revolving facility (‘RCF’) and Yen10bn committed facility with
The Tokyo Tanshi Co., Ltd were undrawn as at 31 December 2023.
The Group’s gross debt, excluding lease liabilities, temporarily
increased to £837m compared with 31 December 2022. In April
2023, the Group issued a £250m Sterling Note maturing in April
2030, the proceeds of which were used to repay £210m of the
January 2024 Sterling Notes. The residual proceeds of the new issue
are held as cash and the remaining £37m of the outstanding 2024
Notes were repaid at maturity in January 2024.
The Group’s £350m main bank revolving credit facility, maturing in
May 2026 and Yen10bn Totan facility, maturing in February 2026
were undrawn as at 31 December.
Exchange rates
The income statements and balance sheets of the Group’s
businesses whose functional currencies are not GBP are translated
into GBP at average and period end exchange rates respectively.
The most significant exchange rates for the Group are the USD and
the Euro. The Group’s current policy is not to enter into formal
hedges of income statement or balance sheet translation
exposures. Average and Period End exchange rates used in the
preparation of the financial statements are shown below.
Foreign exchange translation has had a mixed impact on the
Group’s P&L in 2023. The average USD:GBP rate for the year is
unchanged compared with 2022 and hence had a minimal impact
to the Group’s revenue and costs. Approximately 60% of revenue
and 40% of costs are in USD. The overall strengthening of GBP over
the 12-month period has generated a significant foreign exchange
loss of £11m at the end of the year compared with a £14m gain in
2022, on the retranslation of monetary assets and liabilities at the
year end.
Average 2023 2022
US Dollar $1.24 $1.24
Euro €1.15 €1.18
Period End 2023 2022
US Dollar $1.27 $1.19
Euro €1.15 €1.16
Pensions
The defined benefit pension scheme (the Scheme) in the UK
completed wind-up in H2 2023. Following the settlement of the
Scheme’s liabilities, the Trustee distributed the cash surplus in the
Scheme to the Group of £30m, representing £46m of remaining
Scheme assets less applicable taxes at 35% amounting to £16m.
Regulatory capital
Group level regulation falls under the Jersey Financial Services
Commission. The FCA is the lead regulator of the Group’s EMEA
businesses, which are sub-consolidated under a UK holding
Company, for which the consolidated capital adequacy requirements
under the Investment Firms Prudential Regime (‘IFPR’) apply. This
sub-group maintains an appropriate excess of financial resources.
Many of the Group’s broking entities are regulated on a ‘solo’ basis
and are obliged to meet the regulatory capital requirements
imposed by the local regulator of the jurisdiction in which they
operate. The Group maintains an appropriate excess of financial
resources in such entities.
Climate change considerations
This year, we have completed a detailed qualitative, and
quantitative, climate scenario analysis to deepen our understanding
of how climate-related issues could affect the Group and its
finances. The analysis concludes that the Group is not expected
to be materially financially impacted by climate change over the
timeframes and climate scenarios considered. We are committed
to the ongoing assessment and management of climate risks and
opportunities. As part of this work, we incorporate climate change
considerations into our financial planning processes to monitor
the impacts of climate-related issues on our financial performance
and position.
TP ICAP GROUP PLC Annual Report and Accounts 202345
Strategic report
Stakeholder engagement
DELIVERING
VALUE FOR OUR
STAKEHOLDERS
The Board is committed to
actively engaging with its
stakeholders to ensure their
interests are considered
in Board discussions
and decision.
Clients
Shareholders
Suppliers &
Business
Partners
Communities
& Environment
Employees
Regulators
Our key
stakeholders
TP ICAP GROUP PLC Annual Report and Accounts 202346
Details of how the Board has engaged with its key
stakeholders and considered their interests in Board
discussions and decision-making, can be found on this page.
Our stakeholders are an essential part of our business model,
and additional detail on how our stakeholders are involved
in delivering sustainable outcomes is on pages 30 and 31.
Our stakeholders
The Nominations & Governance Committee reviewed and
considered TP ICAP’s stakeholders during the year and
determined that the Company’s key stakeholder groups
remain employees, shareholders, clients, regulators and
suppliers. The Board tailors its engagement approach for
each key stakeholder group to foster effective and mutually
beneficial relationships and maintain a reputation for high
standards of business conduct and governance. Further
details on these and the main methods we use to engage
with them are set out on pages 48 to 53.
In addition, communities and climate-related matters are
considered key areas of importance by the Board. Tracy
Clarke, the Non-executive Director for ESG Engagement,
helps ensure that the Board is having the right conversations
and considers the environmental and societal impact of
its decisions alongside other key stakeholders. Read more
on this, and our wider approach to sustainability, in the
Sustainability chapter from page 18.
Our stakeholders are integral to the success of the Company,
and we are committed to creating sustainable value and
shared outcomes.
Consequences of decisions in the long-term
The Board recognises the importance of considering the
likely consequences of its decisions in the long-term, and has
demonstrated this as part of its deliberation of the Group’s
strategy and business model as set out on pages 16 and 17
and 30 and 31. The Board held regular strategic sessions
during 2023, including a full day session in May, to consider
the long-term strategic direction of the Group. As a part of
these strategic discussions, the Board considered the market
and industry trends, and the potential impacts on
stakeholders. The Board’s key strategic priorities and areas
are summarised on pages 30 and 31 and detailed throughout
this stakeholder engagement section.
Impact on our communities
The Board recognises the Group’s responsibility to be a
good corporate citizen, which contributes positively to the
communities in which we operate and the wider environment.
We have multiple initiatives in place to support these aims.
Read more on our communities in the Sustainability chapter
from page 18.
UK Companies Act 2006 requirements
TP ICAP Group plc is a Jersey registered company, and
therefore its Directors are not subject to UK Companies Act
2006 requirements. This includes section 172(1) and sections
414CA and 414CB of the UK Companies Act 2006.
Section 172(1) statement (including principal decisions
and engagement with stakeholders)
The Board of Directors confirms that during the year ended
31 December 2023 it has acted in a way that it believes
promotes the long-term success of the Company for the
benefit of its members as a whole, recognising that a broad
range of stakeholders are material to the long-term success of
the business, whilst having due regard to the matters set out
in section 172(1) of the UK Companies Act 2006.
Details of how this has been achieved and the ways in which
the Board has engaged with our identified stakeholders,
the outcomes of this engagement, and the consideration of
stakeholder interests in strategic decisions promoting the
long-term sustainable success of the Company, are set out on
pages 48 to 53 and integrated throughout the Governance
report. A similar statement will be reported in the statutory
accounts for each of our active UK subsidiaries subject to UK
Companies Act 2006 requirements for the year ended
31 December 2023.
Sections 414CA and 414CB requirements
Similarly, on this basis, we have not included a Non-Financial
and Sustainability Information (‘NFSI’) Statement, or a
response to the Climate-related Financial Disclosures
(‘CRFD’), in this Annual Report and Accounts. As a UK-listed
Company, we respond to the FCA Listing Rule LR 9.8.6R(8) on
climate-related disclosure on pages 64 to 75 of this report.
Need to act fairly between shareholders
The support of our shareholders underpins the Group achieving
long-term success and attaining our goals and objectives. We
are therefore committed to proactive engagement with our
shareholders. The Board is mindful that it is important to act
fairly between shareholders and consider a variety of needs,
and that shareholders are increasingly interested in the
mechanics of decision-making not just the decision itself.
TP ICAP is therefore committed to providing shareholders
with reliable, timely and transparent information.
TP ICAP GROUP PLC Annual Report and Accounts 202347
Strategic report
Stakeholder engagement
continued
EMPLOYEES
Why?
Our employees are crucial to maintaining the ongoing success
and progression of the Group. The Board recognises that
operational excellence and market success can only be achieved
through a strong and dedicated workforce, underpinned by an
effective corporate culture. It is therefore committed to ensuring
that the opinions and concerns of employees are heard, respected,
and valued, and that employees are given the resources to
develop and grow as people and professionals. We are committed
to TP ICAP being a place where all employees can build careers,
belong and succeed, and where people are engaged and would
recommend TP ICAP as a place to work.
How?
> We continued to work hard in 2023 to boost employee
engagement, ensure employees feel heard and that their
feedback creates action by the Group.
> We engage with our employees and receive feedback through
our Workforce Engagement Programme, town hall meetings,
employee surveys, appraisals, exit surveys, Group-wide
communications, and the TP ICAP Accord initiative, which
covers our employee networks across the Group.
> We launched the Group’s new ‘Triple-A’ corporate values of
Accountability, Adaptability and Authenticity in 2022. These
values are integral to the long-term success of the business.
The Directors are committed to promoting a culture which
embodies the highest possible standards. Reviewing and
discussing the output of the 2023 culture survey was a key
focus for senior management, who agreed a number of
actions to address the points raised.
> We continue to review and update our employee policies to
offer an attractive working environment for our employees.
This includes the continuation of agile working, which allows
certain roles to have the option of working from home. This
helps TP ICAP remain competitive in attracting and retaining
talent, whilst also providing employees with more flexibility.
> We are focused on developing our employees and offer access
to learning opportunities. The Group continues to run virtual
training events globally covering a wide range of business
skills, hosted by expert training partners. Moving to virtual
sessions has broadened the reach and connected colleagues
to initiatives with which they may not normally interact. We
also introduced our management and leadership
development programmes across the Group with in-person
training across all three regions for our management cadre.
> We operate share plans offering eligible employees the
opportunity to become shareholders, either by taking part in
tax efficient saving schemes (country dependent), or as part of
our remuneration strategy, to increase share ownership and to
align our employees interests with that of the wider Group.
> The Board regularly receives people updates from the CEO,
and Group Head of Human Resources, at the Board, and
Nominations & Governance Committee. Other matters
considered in their decision-making included progress on
conduct and culture initiatives, progress against D&I targets,
and other employee compensation considerations.
Highlights
> Three Non-Executives Directors (Mark Hemsley, Michael
Heaney, and Amy Yip) are appointed as Workforce
Engagement Directors for the EMEA, Americas, and Asia
Pacific Regions respectively. They meet with colleagues in
their respective regions and work with management to gain
insight into the views of employees, including insights from
the Workforce Engagement Programme. Their responsibilities
include championing the employee voice in the Boardroom,
providing insight into region-specific issues for employees,
and strengthening the link between the Board and employees.
> During 2023 we enhanced how we engage with employees on
the financial performance of the Company, introducing video
interviews with the CEO and key division heads, developing a
programme of Group, regional, and divisional all-employee
town halls and sending emails following the release of the
Company’s full-year and half-year results.
> Direct engagement with employees during the year included
meeting colleagues from the business through office visits and
as a part of Board presentations. The Board ran one of its
meetings in our New York office to give the Board the
opportunity to engage directly with many of our employees
and to hear from them about the issues that matter to them.
> Following employee feedback we reviewed our benefits
offering across the Group to provide a more consistent
offering with greater focus on the areas that truly mattered
to employees and their families, including physical and
mental wellbeing.
> TP ICAP Accord networks ran a full schedule of meetings in
2023 in relation to the businesses and wellness and mental
health, raising awareness of the networks and providing direct
engagement and educational opportunities to the employees.
In Q4 2023 we ran an external event at the New York Stock
Exchange hosting a panel discussion, and in London we
sponsored an award at the European Diversity Awards.
> We increased our focus on early careers to attract the next
generation into TP ICAP and ran a successful intern
programme globally in the summer of 2023. In our Belfast
office, the Early Careers Programme continued to provide
a focused programme to support the first five years of an
employee’s career, creating opportunities for progression,
promotion and pay awards.
> Feedback and insights from the engagement mechanisms
were regularly discussed at Board and were considered as part
of the Board and its Committees’ decision-making.
Key priorities for 2024
> Monitor and review the effectiveness of the employee
engagement mechanisms across the Group.
> Enhance Board oversight of the corporate culture to ensure
that the views of employees are integrated into the work and
decision-making of the Board and the strategy of the business,
while supporting our employees’ wellbeing.
> Continuing to improve communication with employees
with a view to increase collaboration between the Board and
senior management.
67%
Employee engagement
score in 2023
TP ICAP GROUP PLC Annual Report and Accounts 202348
SHAREHOLDERS
Why?
Shareholders promote the sustainable long-term growth and
success of the Group, from which they ultimately benefit as
members. Regular engagement with shareholders is key to
ensuring that the Group’s policies, practices, and strategic
direction continue to meet the expectations of the shareholders.
It also provides shareholders with a platform to raise their
aspirations for Group, particularly in relation to ESG, climate-
related activities, and Director remuneration.
How?
> The Board maintained its focus on ESG matters and TP ICAP’s
sustainability strategy (including TCFD reporting), taking into
account engagement during the year from shareholders on
ESG-related topics.
> The Board Chair, Group CEO, and Group CFO collectively met
with shareholders representing at least 52% of the Company’s
issued share capital during the year, including six of the
Company’s top ten shareholders.
> In total, management and/or Investor Relations held over 70
investor meetings during the year. These took place over a
range of mediums: management attended three investor
conferences and presented at six sales desk briefings.
> Management, including divisional CEOs, also held an investor
dinner, which included a mix of large and small holders, as well
as non-holders. Overall, engagement was constructive, with
investors keen to understand the impact of market conditions
on the business and progress on our strategic priorities.
Highlights
> All resolutions recommended by the Board for approval at the
2023 AGM were approved, with 88% or more of votes cast for
each proposal.
> During 2023 shareholders generated attractive returns on
their investment, through share price appreciation, as well as
a 2023 interim dividend of 4.8p per share and a final dividend
for 2023 of 10.0p per share.
> We announced a well-received £30m share buyback at the
interim results in August 2023, which was completed in
January 2024.
> In terms of Total Shareholder Return (‘TSR’), TP ICAP
outperformed the UK mid-cap market in 2023, measured
against the FTSE 250. TP ICAP’s TSR was 20.5%,
outperforming the 6.4% TSR of the FTSE 250.
Key priorities for 2024
> Continue to engage with our shareholders regularly, utilising
technology as appropriate to maximise the engagement.
The Board considers that engagement with, and participation
from, our shareholders is of key importance to the success of
the business and in achieving our aim of creating long-term
and sustainable shareholder value. Engagement in 2024 will
include the Director’s Remuneration Policy ahead of its
presentation to the 2025 AGM for approval.
> Explore further opportunities to free up more cash and
pay down more debt, and/or return additional capital
to shareholders.
> Our primary performance focus is to seek to manage our
business responsibly to remain well placed to deliver long-term
value creation for our shareholders.
20.5%
2023 total
shareholder returns
TP ICAP GROUP PLC Annual Report and Accounts 202349
Strategic report
Stakeholder engagement
continued
CLIENTS
Why?
Clients are fundamental to our business and represent our most
significant business relationships. The Executive Directors and
management undertake frequent client engagement. This
feedback is considered as part of the Group’s strategy setting
and long-term decision-making.
Our clients include banks, hedge funds, asset managers,
corporates, trading houses and market makers. We serve these
clients through our stable of market-leading brands. We cover
every major asset class and offer a range of trade protocols,
from voice, to hybrid, to pure electronic.
How?
> Our relationships and engagement with our clients are
fundamental to the success of the business. Regular and
effective dialogue with our clients enables the Board to
understand their needs and how satisfied they are with us
as a supplier and business partner.
> The Board is updated regularly on client engagement by the
Group Chief Executive Officer (‘CEO’) as part of his Board
presentation, and through cyclical presentations from the
businesses, functions and regions.
> During the year, the CEO and senior executives attended
meetings with major clients engaging on the most important
drivers of our clients’ businesses and provided feedback to the
Board on these meetings. Regular discussions with our largest
clients ensure we stay aligned with their evolving priorities
and needs.
> The Client Relationship Management (‘CRM’) team provide
holistic coverage of the Group’s most important clients, both
at strategic and tactical levels, to broaden and institutionalise
relationships and identify opportunities for TP ICAP to
serve our clients more comprehensively. Client reports and
accounts receivable analyses are periodically included in the
Board agenda.
> We operate an initiative leveraging existing client
relationships and a combined approach from our businesses
and CRM, pricing and accounts receivable teams to provide
improved senior level commercial engagement with our
largest clients.
> The Group also takes a proactive approach when
communicating with our clients on important matters such
as our key business change and market structure updates.
Highlights
> Over 500 senior and strategic client meetings took place
across EMEA, the Americas and APAC during 2023, with as
many as possible happening in-person. We are continuing this
momentum for 2024 with client’s senior key decision-makers.
> Representatives from key clients in our Global Broking and
Liquidnet divisions attended the Board strategy day in May
2023 to provide first hand valuable insight to the Board.
> The Board’s considerations of the output from client
engagement and dialogue throughout the year has helped
the Board to stay informed about clients’ concerns,
understand significant changes in their businesses, predict
future trends and re-align the Group’s longer-term strategy
accordingly. This has been valuable insight for the Board’s
broader decision-making process.
> We have continued to support several of our largest clients
in improving their surveillance processes, including providing
trader access, controls, governance, and the status of
legal documents.
> This year a particular focus was paid to accounts receivable
and the rollout of Fusion technology across our Global Broking
and Energy & Commodities divisions, and client adoption
of Fusion.
> Having an understanding of the impact of external economic
factors on our clients was also a key consideration for the
Board in their decision-making, which enabled the Board to
readjust its immediate strategy and provide effective
oversight of operational performance.
> During 2023 TP ICAP continued to demonstrate that our
offering to clients was market-leading across the Group.
Key priorities for 2024
> Continue providing a market-leading offering to our clients
whilst simultaneously adapting to their evolving priorities.
> To be the provider of choice, delivering on our product, service
and performance goals.
> Continue supporting our clients in achieving their sustainability
aims and improving their processes, such as surveillance.
TP ICAP GROUP PLC Annual Report and Accounts 202350
REGULATORS
Why?
The Group has operations across the globe and the products and
services offered by the firm, and certain companies, are subject
to the requirements of several different regulators. Our products
and services are regulated by various global regulators including
the Autorité des marchés financiers (‘AMF’), Commodity Futures
Trading Commission (‘CFTC’), De Nederlandsche Bank (‘DNB’),
European Securities and Markets Authority (‘ESMA’), Financial
Conduct Authority (‘FCA’), Hong Kong Monetary Authority
(‘HKMA’), Jersey Financial Services Commission (‘JFSC’),
Monetary Authority of Singapore (‘MAS’) and National Futures
Association (‘NFA’).
The Group has open and collaborative communication with all
regional regulators; it understands that effective communication
with the regulators and full compliance with regulation amounts
to real and tangible benefits for the Group.
How?
> We are committed to promoting integrity and high standards
of business conduct across the employee workforce.
> As an inter-dealer broker, the Group recognises that it is has a
particular obligation to identify and prevent market abuse by
its employees and other wider stakeholders. The Board drives
the corporate culture of the Group by determining the values
of the business and leading through positive example. It also
ensures that the policies and processes in place promote high
standards of business conduct throughout the Group.
> We engage with regulators and other key government
agencies, including the FCA and AMF, through sector
consultation and round table exercises to better understand
their priorities and needs and to ensure we embody good
governance and oversight across the Group.
> The Board and its Committees are kept informed of upcoming
relevant regulatory changes through updates presented by the
Group General Counsel, and Group Company Secretary.
> In addition to engagement with regulators, we share our
experience and expertise through engagement with various
trade bodies to help raise standards and approaches across
the sector and respond to relevant government consultations,
including the 2023 consultation on the UK Corporate
Governance Code.
Highlights
> The Board and its Committees regularly take the views of our
lead regulators into consideration during deliberations on
the Group’s risk and internal control framework, culture and
conduct initiatives, as well as in the future design of pay and
compensation structures, including share plans.
> Feedback from regulators during the year was a key
consideration in Board discussions and decision-making
around how TP ICAP continues to provide a comprehensive
suite of services and products to European clients post-Brexit.
> During the year the Remuneration Committee also considered
the engagement with the FCA and revised governance
arrangements in relation to the Group’s ongoing compliance
with the Investment Firms Prudential Regime, as it applies to
MiFID investment firms capturing certain TP ICAP subsidiaries.
> We continuously build on engagement within the Group on
regulatory matters, for example through compulsory annual
training on the Senior Managers and Certification Regime.
Key priorities for 2024
> Continue meeting our legal and regulatory obligations across
all jurisdictions in which the Group operates.
> Strengthen our relationship and maintain open and active
dialogue with our regulators and other key government agencies.
TP ICAP GROUP PLC Annual Report and Accounts 202351
Strategic report
Stakeholder engagement
continued
SUPPLIERS & BUSINESS PARTNERS
Why?
Our suppliers and business partners are vital in ensuring that the
Group continues to operate effectively on a day-to-day basis.
They provide business critical infrastructure services and certain
outsourced operations across a wide spectrum of sectors
including IT, telecommunications, market data and clearing and
settlements. We foster strong sustainable partnerships with our
suppliers and business partners based upon principles of
integrity and best business practice, particularly with suppliers
who provide business critical infrastructure services to the Group.
How?
> The Board considers that engagement with our key infrastructure
suppliers is important for monitoring the Group’s performance,
managing risk and driving value.
> To ensure oversight, the Board receives periodic updates from
the Group Chief Operating Officer, and Head of Procurement
on the status of supplier engagement and, at times, on
specific large value contract negotiations or renewals.
> This includes a status update on supply chain, sustainability
and ESG (including climate-related), expenditure information,
issues and risks, and any strategic initiatives in progress.
> The Board has considered the risk of modern slavery in our
supply chain, annually reviewing and approving the Modern
Slavery and Human Trafficking Statement.
> The Board also periodically receives updates on UK Payment
Practices reporting.
Highlights
> We have continued to engage with our suppliers, particularly
in light of the ongoing global macro uncertainty, to help them
identify risks and create a plan to ensure that they can meet
our demand.
> This engagement has assisted us and our suppliers in
maintaining business as usual as much as possible during the
COVID-19 pandemic, through the development of the Russia
and Ukraine situation, and ongoing geopolitical events.
> During the year the Board and its Committees received
metrics on suppliers through presentations from the Head
of Procurement, and on sustainability and ESG reporting,
which were considered as a part of the Board’s broader
decision-making.
> We adopted and communicated a new Supplier Code of
Conduct, to better promote a sustainable business strategy
and high standards of business conduct and engage our
vendors on key ESG issues and disclosures, including their
emissions reporting.
> We have expanded our supplier engagement on environmental
issues to gain a better understanding of a larger proportion of
our supplier base’s credentials.
> We have also continued to focus on consolidating and engaging
with our supplier base to better monitor performance,
manage risk, and drive value. This has included changing to
a risk-based approach on how we monitor our supplier’s in
relation to modern slavery.
Key priorities for 2024
> Continue to build and sustain long-lasting mutually beneficial
relationships throughout our supply chain.
> Expand our engagement to pursue a better quality ESG-
related reporting with the entirety of our supply chain.
TP ICAP GROUP PLC Annual Report and Accounts 202352
COMMUNITIES
Why?
The Board is cognisant of the Group’s responsibility to make
a positive contribution to local communities and understand
how ESG issues, including climate change, are relevant to the
business. It is committed to striving to operate in a sustainable
and responsible way, while delivering value for stakeholders.
How?
> We seek to make a positive impact through colleague
fundraising (such as ICAP Charity Day), employee
volunteering, and Group-wide social mobility partnerships.
> The Board actively encourages, supports and monitors
progress on these initiatives that it believes will have a
positive impact on local communities.
> During 2023, the Board continued to focus on the Group’s
overarching sustainability strategy.
> The Group has made commitments that contribute to moving
towards an environmentally-sustainable future. The Board has
deliberated on how to meet best practice among the FTSE
350 companies on sustainability issues. The Group
sustainability strategy is outlined on page 19.
> We believe that a strong ESG performance is a critical factor
in helping us achieve sustainable growth. We are committed to
operating responsibly and integrating ESG considerations into
our day-to-day decision-making to mitigate risks and create
shared value for all our partners including our employees,
shareholders, clients, suppliers, and communities.
> The Board holds oversight responsibility, drives progress and
is regularly updated on sustainability and ESG (including
climate-related) matters throughout the year.
> As a part of the updates, the Board discusses and monitors
progress made against the actions and targets set and
challenges the Executive team accordingly.
Highlights
> MSCI ESG rating improved from BBB to A.
> CDP Climate Change Score improved from C to B-.
> We partnered with the charity National Numeracy for the
sixth consecutive year, aiming to empower people from all
backgrounds to build their numeracy skills and confidence.
The initiative is championed by our Group General Counsel
and Executive Director, and aims to increase awareness and
engagement from the financial services industry.
> Management championed and participated in the 31
st
ICAP
Charity Day, which raised £5.2m for good causes globally.
> Sustainability and ESG matters were discussed at the majority
of scheduled Board and Audit Committee meetings during
2023. More detail on our approach can be found in our
Sustainability chapter from page 18, Governance report on
pages 76 to 133 and in the Audit Committee report on pages
100 to 105.
> The Board and Remuneration Committee agreed that, similar
to 2022, the Executive Directors’ 2023 objectives would include
ESG-related objectives to demonstrate the Group’s
commitment, and ensure alignment with our shareholder’s
responsible investing priorities. More detail can be found in
the Directors’ Remuneration Report on pages 110 to 129.
> Continued to focus on expanding the Group’s climate-related
financial disclosure, and improving greenhouse gas (‘GHG’)
data quality. See pages 73 and 132 respectively.
Key priorities for 2024
> Further enhance our ESG reporting and performance
management.
> Continue to support our clients on their transition journeys
to a low-carbon economy.
TP ICAP GROUP PLC Annual Report and Accounts 202353
Strategic report
Viability statement and going concern
Viability statement
The Board of Directors has assessed the prospects for, and
viability of, the Group over a three-year period to the end of
December 2026.
We believe that a three-year time horizon remains the most
appropriate timeframe over which the Directors should assess the
long-term viability of the Group. This is on the basis that it has a
sufficient degree of certainty in the context of the current position
of the Group and the assessment of its principal risks, and it matches
the business planning cycle. This time horizon is broadly in-line with
the weighted average maturity of our debt facilities comprised of
revolving credit facilities and corporate bond portfolios.
The assessment has been made taking into account the following:
> The Assessment of the Group’s Principal Risks, including those
that would threaten the Group’s business model, future
performance, solvency and liquidity. These risks are also
discussed in the risk management report on pages 55 to 63;
> The Group Internal Audit Opinion that contains an assessment of
the effectiveness of the Group’s risk management and internal
control systems;
> The Going Concern Review that assesses whether the Group has
access to sufficient liquidity to meet all of its external obligations
and operate its business, for a period of at least 12 months from
the date of the Annual Report;
> The Group Review of Capital and Liquidity Adequacy (‘GRCLA’)
that assesses the capital and liquidity position of the Group on
a consolidated basis, in both base and stressed conditions;
> The Review of Internal Capital Adequacy and Risk Assessment
(‘ICARA’) process undertaken by the UK regulated entities; and
> The assessment of the Group’s external credit rating by
Fitch Ratings.
The Directors consider that they have undertaken a robust
assessment of the prospects of the Group and its principal risks over
a three-year period, and, on the basis of that assessment, have a
reasonable expectation that the Group will be able to continue in
operation and meet its liabilities as they fall due over at least the
period of assessment.
In arriving at this conclusion, the Directors have made the
following assumptions:
> The Group maintains access to liquidity through the Group’s
£350m Bank revolving credit facility and ¥10bn (c.£56m) Totan
revolving credit facility (see Note 26 on page 177);
> The Group does not experience any material change in its capital
or liquidity requirements;
> The Group takes appropriate actions to maintain continuity of
operations in the EU following the UK’s departure from the EU
and to mitigate the potential adverse effects arising from Brexit,
including the potential fragmentation of liquidity and
consequential reduction in trading volumes;
> The Group is not materially impacted from litigation and
regulatory investigations in a negative way; and
> The 5.25% £250m Sterling Notes maturing in May 2026 will be
repaid from a combination of existing cash resources, credit
facilities and/or new bond issuance under the Group’s existing
EMTN programme.
Going concern
The Group has sufficient financial resources both in the regions and
at the corporate centre to meet the Group’s ongoing obligations.
The Directors have assessed the outlook of the Group for at least
12 months from date of approval of the financial statements by
considering medium-term projections as well as stress tests and
mitigation plans. The stress tests include material revenue
reductions, significant one-off losses, losing the Group’s investment
grade status resulting in increased finance costs and slow-down in
collection of trade debtors. Under these tests we continue to have
sufficient liquidity and are compliant with all covenants after
taking mitigating actions such as reducing costs, suspending
dividends and delaying investments.
After making enquiries, the Directors have a reasonable
expectation that the Company and the Group have adequate
resources to continue in operational existence for the foreseeable
future. Accordingly, the Annual Report and Accounts continue to be
prepared on the going concern basis.
TP ICAP GROUP PLC Annual Report and Accounts 202354
Principal risks and uncertainties
Risk Management
Effective risk management is essential to the financial strength and
resilience of the Group and for delivering its business strategy. This
section provides a summary of how risk is managed by the Group
through its Enterprise Risk Management Framework (‘ERMF’) and
describes the Group’s principal risks.
Enterprise Risk Management Framework
The purpose of the ERMF is to enable the Group to understand the
risks to which it is exposed and to manage these risks in line with
its stated risk appetite. The ERMF achieves this objective through
a number of mutually reinforcing components, which include the
operation of a robust risk management and governance structure
based on the three lines-of-defence model, the fostering of an
appropriate risk management culture and a range of risk
management processes to enable the Group to identify, assess
and manage its risks effectively.
Organisational Structure
The ERMF is operated through a three lines of defence (‘3LOD’)
model whereby risk management, risk oversight and risk assurance
roles are undertaken by separate and independent functions, with
all 3LOD overseen by the Group’s governance committee structure
(including Risk, Audit and Remuneration Committees).
The Board has overall responsibility for the management of risk
within the Group which includes:
> Defining the nature and extent of the risks it is willing to
take in achieving its business objectives through formal risk
appetite statements;
> Ensuring that the Group has an appropriate and effective risk
management and internal control framework; and
> Monitoring the Group’s risk profile against the Group’s defined
risk appetite.
The Group’s risk governance structure oversees the implementation
and operation of the ERMF across the Group and primarily
comprises the following committees:
> Board Risk Committee;
> Group Risk and Compliance Committee; and
> Regional Risk and Compliance Committees in EMEA, Americas
and Asia Pacific.
First line of defence
Risk management within the business
The first line of defence comprises the management of the business
units and support functions.
The first line of defence has primary responsibility for ensuring that
the business operates within risk appetite on a day-to-day basis.
Second line of defence
Risk oversight and challenge
The second line of defence comprises the Compliance and Risk
functions, which are separate from operational management.
The Compliance function is responsible for overseeing the Group’s
compliance with regulatory requirements in all of the jurisdictions
in which the Group operates.
The Risk function is responsible for overseeing and challenging
the business, support and control functions in their identification,
assessment and management of the risks to which they are
exposed, and for assisting the Board (and its various Committees)
in discharging its overall risk oversight responsibilities.
Third line of defence
Independent assurance
Internal Audit provides independent assurance on the design and
operational effectiveness of the Group’s risk management framework.
A. Risk Culture
The Group recognises that in order for the ERMF to be operated
effectively, it must be underpinned by an appropriate risk culture.
The Group seeks to foster the desired risk management values
and behaviours through a number of components including the
setting of an appropriate ‘tone-from-the-top’, ensuring clear risk
management accountabilities for all employees, the provision
of risk training, consideration of risk-related behaviours in the
performance management process, and by ensuring that staff
are able to raise risk management concerns through the Group’s
Whistleblowing framework.
Monitoring
and
reporting
Stress and
scenario
analysis
Risk
response
Capital and
liquidity
assessment
Risk
governance
Business
and risk
strategy
Risk
identification
Risk
appetite
Risk
culture
Risk
assessment
and
evaluation
Policies
and controls
TP ICAP GROUP PLC Annual Report and Accounts 202355
Strategic report
Principal risks and uncertainties
continued
B. Risk Strategy
The Board adopts an annual Risk Strategy which identifies the core
risk management objectives and focus areas that must be addressed
for the Group to deliver its Business Strategy.
The Risk Strategy constitutes the guiding principles by which all of
the Group’s risk management activity is undertaken.
C. Risk Identification
The Group reviews its risk profile on an ongoing basis to ensure that
it identifies all material risks arising from the day-to-day operation
of its business and the implementation of its business strategy, as well
as any emerging risks facing the Group. These risks are recorded in
the Group’s Risk Register, with each risk allocated to a designated
senior manager Risk Lead who has overall responsibility for ensuring
it is managed effectively.
A formal review of the Group’s risk profile is undertaken on a
quarterly basis as part of the Group’s Risk Committee review cycle.
In addition, the Group seeks to identify changes to the risk profile
on a dynamic basis through the various risk management processes
and structures operated under the ERMF. This includes assessing the
risk profile of new business initiatives and analysing risk events.
D. Risk Appetite
The Board articulate the overall level of risk the Group is willing to
accept for the various risks it faces within its Risk Appetite Statements.
The Risk Appetite Statements set the parameters within which the
Group must manage its risk profile, and so provides the context for
all of the Group’s risk management activity. This includes defining
the Group’s overall loss tolerance and its targeted level of
prudential adequacy.
The Risk Appetite Statements are cascaded and operationalised
throughout the Group through a framework of risk appetite
implementation metrics which provide the operational parameters
the business must operate within on a day-to-day basis.
E. Systems and Controls
Definition of Requirements
The Group maintains Risk Management Standards (‘RMS’) which
articulate the key systems and controls which must be implemented
to manage each of its material risks within risk appetite. This
includes the minimum requirements in relation to policies, controls
and training.
Implementation
The Group assesses adherence to these requirements through
an annual control and policy attestation process that provides
its management and governance forums with a comprehensive
assessment of the status of the Group’s risk management
environment.
F. Issue Management Process
The Group operates a formal issue management process across
the 3LOD to address any issues which could materially impact the
Group’s risk profile. The issue management process includes a
formal risk acceptance process where it is not practical or desirable
to address an issue at the point identified.
All actions and deferrals are subject to a formal approval process
which is calibrated to reflect the severity of the issue.
G. Risk Event Management Process
The Group has a defined process for the escalation, notification
and logging of all risk events to ensure that they can be addressed
and analysed appropriately. This includes the conducting of
detailed root-cause analysis for significant events.
H. Risk Assessment and Monitoring
The Group assesses and monitors its risk profile on an ongoing basis
to ensure that it is operating within risk appetite and to identify any
remedial action required to maintain or return the Group to within
risk appetite.
This monitoring is undertaken through:
> An annual Risk Self-Assessment process;
> The quarterly Risk Committee review process; and
> Ongoing operational monitoring by the 1LOD and 2LOD.
Any breach of risk appetite parameters or other significant issue
identified through the monitoring activity must be escalated to the
appropriate level of management and governance.
I. Risk Assurance
Internal Audit, Risk and Compliance undertake independent and
targeted reviews of selected areas of the Group’s business and
operations to provide Management and Governance Committees
with additional insights and assurance in relation to specific aspects
of the Group’s risk profile, and highlight areas requiring remediation.
The scope of the assurance activity is approved by the Group’s Risk
and Audit Committees.
TP ICAP GROUP PLC Annual Report and Accounts 202356
J. Prudential Assessments
The Group periodically assesses its capital and liquidity adequacy
by reference to the targeted confidence level adopted in the Risk
Appetite Statements (and applicable regulatory requirements).
The Group assesses its stressed risk profile through a formal stress
testing programme which covers all material risk types. This
programme includes reverse stress testing which aims to assist the
Group to identify and mitigate potential causes of business failure.
Risk Strategy
The Board is responsible for setting the Group’s Risk Strategy which
identifies the core risk management objectives that must be met for
the Group to deliver its Business Strategy and, as such, provides the
overarching context for all of the Group’s risk management activity.
The Group has defined the following risk objectives within its
current Risk Strategy:
Category Risk objective
Financial position To maintain a robust financial position in
both normal and stressed conditions, to be
achieved by maintaining profitability,
ensuring capital and liquidity resources are
sustained at levels that reflect the Group’s
risk profile, and maintaining access to
capital markets.
Operational
effectiveness and
resilience
To ensure that operational processes and
infrastructure operate effectively and with
an appropriate degree of resilience.
Regulatory standing To maintain good standing with all its
regulators and to ensure reasonable and
proportionate compliance with all
applicable laws and regulations to which
the Group is subject.
Reputation To maintain the Group’s reputation as an
unbiased intermediary in the financial
markets, with market integrity being at
the heart of its business.
Business strategy To adopt and execute a well-defined business
plan which ensures the continued viability and
growth of the Group’s business, and to ensure
that the Group does not undertake any
activity which could undermine its ability
to meet its strategic goals.
Principal risks
The Board has conducted a robust assessment of the principal risks
facing the Group, defined for the purposes of this Annual Report as
those risks that could cause material harm to: the Group’s clients;
the markets it operates in; and the Group’s business model, future
performance, solvency, liquidity or reputation.
The Board has considered a wide range of information as part
of this assessment, including reports provided by the Group Risk
function and senior management, as well as the key findings from
the Group’s various risk identification and assessment processes
described below.
The Group records all its identified risks within its Risk Register and
periodically assesses the risk profile of each risk against the target
residual risk profile defined in the Group’s risk appetite framework.
The Group formally reviews and assesses its risk profile on a
quarterly basis as part of the Group’s Risk Committee governance
cycle. In addition to the formal reviews noted above, the Group
monitors its risk profile against risk appetite on an ongoing basis as
part of its day-to-day business management and will update its risk
framework outside of the formal review and assessment cycle where
required to reflect any material changes to risk profile. This includes
any changes to risk profile identified through the Group’s change
management framework.
The Group also undertakes stress testing and scenario analyses to
model its potential risk exposure at the more extreme ‘stressed loss’
levels of severity. The Group also conducts reverse stress tests to
identify those risk scenarios that could threaten the viability of
the Group and to evaluate its ability to withstand or recover from
such scenarios.
Finally, the Group also reviews its emerging risk profile as part of
the risk identification and assessment process. An emerging risk,
for these purposes, is defined as any new type of risk that may pose
a material threat to the Group in the future, and which the Group
should monitor so that it is in a position to actively manage the risk
if, and when, it becomes a more immediate threat to the Group.
Each emerging risk is recorded in the Group’s Emerging Risk
Register, along with an assessment of its potential impact and an
estimate of the timeframe within which it is likely to materialise.
The Board has considered the findings of all of the above
assessment types in identifying its principal risks which are set out
in the table overleaf. The table includes an assessment of the
impact of each risk by reference to the potential impact that each
risk could have on the Group’s business model, future performance,
solvency, liquidity or reputation. It should be noted that the stated
impact for each risk is: (a) the potential impact in stressed conditions,
net of any risk mitigation adopted by the Group, as opposed to the
‘expected’ impact at higher levels of probability; and (b) is assessed
over the medium term (defined as a three-year period).
Rating Risk Impact
1 A risk that could fundamentally threaten the Group’s
business model, future performance, solvency, liquidity
or reputation
2 A risk that could significantly impact the Group’s
business model, future performance, solvency, liquidity
or reputation
3 A risk that could materially impact the Group’s
business model, future performance, solvency, liquidity
or reputation
TP ICAP GROUP PLC Annual Report and Accounts 202357
Strategic report
Principal risks and uncertainties
continued
1
STRATEGIC AND BUSINESS RISK
Risk
Impact
rating Impact Description Mitigation Key risk indicator
Change in risk
exposure since
2022
Adverse change to
regulatory framework
The risk of a fundamental
change to the regulatory
framework which has a
material adverse impact on
the Group’s business model
and/or undermines the
Group’s ability to deliver
its strategy.
1 > Reduction in broking
activity
> Reduced earnings and
profitability
> Increases in regulatory
capital requirements
> Horizon scanning for
regulatory
developments.
> Involvement in
consultation and rule
setting processes.
> Status of
regulatory
change initiatives
No change
Deterioration in the
commercial environment
The risk that due to adverse
macroeconomic conditions or
geopolitical developments,
market activity is suppressed
leading to reduced trading
volumes.
The Group’s business
continued to operate in
challenging geopolitical
conditions.
1 > Reduction in broking
activity
> Pressure on brokerage
rates
> Reduced earnings and
profitability
> Goodwill write-off
> Defined business
strategy that seeks
to maintain client,
geographical and
product diversification.
> Stress test process
(which includes reverse
stress tests) to assess
the Group’s ability to
absorb significant
reductions in business
performance and any
changes to business
model or risk
mitigations required.
> Trade volumes
> Revenues by
region
> Operating profit
> Stress test results
Increase
Failure to respond to client
demand or competitor
activity
The risk that the Group fails to
respond to evolving customer
requirements, including the
demand for enhanced
electronic broking solutions
for certain asset classes.
This includes the failure to
implement the Group’s
strategy in relation to Fusion,
Parameta Solutions and
Liquidnet
2 > Loss of market share
> Pressure on brokerage
rates
> Reduced earnings and
profitability
> Goodwill write-off
> Defined business
strategy that seeks to
maintain client,
geographical and
product diversification,
and that seeks to
anticipate and
respond to its clients’
evolving requirements.
> Proactive engagement
with clients through
customer relationship
management process.
> Periodic horizon-
scanning and
competitor analysis to
identify any required
change to strategic
objectives or
implementation plan.
> Performance
against strategy
implementation
plans
> Market share
percentage
> Results of client
engagement
surveys
No change
TP ICAP GROUP PLC Annual Report and Accounts 202358
1
STRATEGIC AND BUSINESS RISK
Risk
Impact
rating Impact Description Mitigation Key risk indicator
Change in risk
exposure since
2022
Failure to address
climate risk
The risk that the Group:
> Fails to respond to
structural changes to
the market arising from
physical or transition
risk drivers;
> Fails to address any
long-term impact on the
Group’s infrastructure,
third-party infrastructure
or key vendors arising from
physical or transition risk
impacts; and
> Incurs reputational damage
due to a failure to meet
stakeholder expectations
in relation to climate risk
management, leading to
key stakeholders (such as
investors, clients or
suppliers) being unwilling to
deal with the Group.
3 > Loss of market share
> Damage to reputation
> Increased volatility in
share price
> Reduced ability to
access capital markets
> Consideration of
climate risk drivers in
financial planning and
risk assessments.
> Trade volumes
> Revenues
> Operating profit
> Performance
against financial
targets
No change
TP ICAP GROUP PLC Annual Report and Accounts 202359
Strategic report
Principal risks and uncertainties
continued
2
OPERATIONAL RISK
Risk
Impact
rating Impact Description Mitigation Key risk indicator
Change in risk
exposure since
2022
Cyber Security and data
protection
The risk that the Group fails
to adequately protect itself
against cyber-attack or to
adequately secure the data it
holds, resulting in potential
financial loss (including
through cyber-enabled fraud),
a loss of operability, or the
potential loss of critical
business or client data.
The threat of cybercrime is
elevated compared to 2022
following cyber security events
impacting the Group in 2023,
namely ICBC outage, ION
outage and BCD data breach.
1 > Loss of revenue
> Theft of assets
> Payment of damages/
compensation
> Remediation costs
> Regulatory sanctions
> Damage to reputation
> Ongoing monitoring
and assessment of the
cyber-threat landscape.
> Appropriate framework
of systems and controls
to prevent, identify and
contain cyber threats.
> Regular testing of the
Group’s cyber security
utilising specialist
third parties.
> Cyber Security
events/losses
> Results of
vulnerability
testing
> Actual or
attempted security
breaches
> Data loss events
Increase
Infrastructure
The Group is heavily reliant
on the effective and resilient
operation of a range of
infrastructure components,
including:
> A complex IT architecture;
> A range of office locations;
and
> Key third-party suppliers
and market infrastructure
providers.
A failure of the Group’s
infrastructure could result in
a material loss of business.
This includes the potential
impact of physical and
transition climate risk drivers
on the Group’s key
infrastructure.
2 > Financial loss
> Damage to the Group’s
reputation as a reliable
market intermediary
> Framework of systems
and controls to minimise
the risk of operational
failure.
> Incident and Crisis
Management
Framework.
> Business continuity plans
and capability.
> System outages
> Stress test results
No change
Legal, Compliance and
Conduct risk
The Group operates in a highly
regulated environment and
is subject to the legal and
regulatory frameworks of
numerous jurisdictions.
Failure to comply with
applicable legal and
regulatory requirements could
result in enforcement action
being taken against the
Group, including the incurring
of significant fines.
2 > Regulatory and legal
enforcement action
including censure, fines or
loss of operating licence
> Severe damage to
reputation
> Independent
Compliance function to
oversee compliance with
regulatory obligations.
> Compliance monitoring
and surveillance activity.
> Compliance training
programme to ensure
that staff are aware of
the regulatory
requirements.
> Adoption of compliance
culture to engender high
standards of employee
conduct.
> Conduct Management
and Governance
Framework to address
employee misconduct.
> Internal
Compliance policy
breaches
> Employee conduct
metrics
> Regulatory
breaches
No change
TP ICAP GROUP PLC Annual Report and Accounts 202360
2
OPERATIONAL RISK
Risk
Impact
rating Impact Description Mitigation Key risk indicator
Change in risk
exposure since
2022
Broking process
The Group is exposed to
operational risk at every
stage of the broking process,
from the execution and
arrangement of transactions
(with the associated risk of
loss arising through closing
out error positions or
compensating clients) through
to the clearing, settlement
and invoicing of transactions.
3 > Financial loss
> Damage to the Group’s
reputation as a reliable
market intermediary
> On-desk supervision of
broking activity.
> Issuing of trade recaps
and confirmations.
> Order and position limits
on electronic order
books.
> Ongoing monitoring to
identify potential error
trades, and any clearing
or settlement issues.
> Risk events
> Settlement issues
> Margin calls
No change
Human capital
The Group operates in
a highly competitive
recruitment market,
heightened by the industry’s
increased flexible working
expectations, and is exposed
to the risk of losing key front
office, support or control
staff who are essential to
the effective operation of
the business.
3 > Increased staff turnover
impacting the Group’s
ability to operate a
profitable and resilient
business
> Fixed-term front
office contracts with
staggered renewal
dates.
> Performance
management process
linked to remuneration.
> Flexible working
arrangements.
> Staff turnover rates
> Loss of key
personnel
No change
TP ICAP GROUP PLC Annual Report and Accounts 202361
Strategic report
Principal risks and uncertainties
continued
3
FINANCIAL RISK
Risk
Impact
rating Impact Description Mitigation Key risk indicator
Change in risk
exposure since
2022
Liquidity risk
The Group is exposed
to potential margin calls
from clearing houses and
correspondent clearers.
The Group also faces liquidity
risk through its requirement
to fund matched principal
trades which fail to settle on
settlement date.
Liquidity risk is elevated
compared to 2022 following
the move to self-clearing of
US government bonds in
response to the ICBC outage.
2 > Reduction in the Group’s
liquidity resources which
could, in extreme cases,
impact the Group’s
cash-flow
> Margin call and trade
funding profile
monitored against
defined limits.
> Group maintains
liquidity resources in
each operating centre
to provide immediate
access to funds.
> Committed £350m
revolving credit facility
(‘RCF’).
> Diversification of
funding sources.
> Overdraft facilities
provided by primary
settlement institutions.
> Margin call profile
> Settlement fail
– funding
requirements
> Unplanned
intra-Group
funding calls
> RCF draw-down
Increase
Counterparty credit risk
The risk that the Group incurs
loss as a result of a
counterparty default, whether
due to insolvency, sanctions or
for any other reason.
Counterparty exposure
principally arises in relation
to outstanding brokerage
receivables, cash balances
or any unsettled matched
principal trades (with the
associated replacement cost
exposure) held against a
counterparty.
2 > Financial loss which
could, in extreme cases,
impact the Group’s
solvency and liquidity
> Counterparty exposures
managed against credit
thresholds that are
calibrated to reflect
counterparty
creditworthiness.
> Exposure monitoring
and reporting by
independent credit
risk function.
> Portfolio exposure
> Client exposure
> Aged debt
No change
FX exposure
The risk that the Group
suffers loss as a result of
a movement in FX rates,
whether through transaction
risk or translation risk.
3 > Financial loss which
could, in extreme cases,
impact the Group’s
solvency and liquidity
> Ongoing monitoring of
Group’s FX positions.
> FX translation
exposure
> FX transaction
exposure
No change
TP ICAP GROUP PLC Annual Report and Accounts 202362
4
EMERGING RISKS
Risk
Impact
rating Impact Description Mitigation Key risk indicator
Change in risk
exposure since
2022
Technology expertise
The financial markets in
which the Group operates will
become increasingly based
on complex technology and
the use of sophisticated data
and analytics (e.g. artificial
intelligence).
The Group’s ability to retain
its position as a leading
market infrastructure provider
will be dependent on its
ability to develop and
implement a technology
strategy which keeps pace
with technological
enhancements and to attract
the required data scientists
and technology specialists in
an increasingly competitive
recruitment market.
2 > Reduction in broking
activity
> Reduced earnings and
profitability
> Ongoing review of the
Group’s strategy in the
context of broader
market developments
and assessment of the IT
expertise and resourcing
required to deliver it.
5-10 years No change
Deglobalisation
The risk that the global
economy becomes
increasingly fragmented (as
per the UK’s departure from
the EU) resulting in increasing
divergence in regulatory
regimes, fragmentation of
liquidity in the financial
markets and potential supply
chain disruption.
3 > Reduction in broking
activity
> Reduced earnings and
profitability
> Ongoing horizon
scanning to identify
potential changes to the
geopolitical landscape
and associated changes
to the regulatory
frameworks governing
financial markets.
< 5 years No change
TP ICAP GROUP PLC Annual Report and Accounts 202363
Strategic report
Task Force on Climate-related Financial Disclosures
Statement of Compliance
TP ICAP is committed to continued adoption of, and alignment with, the recommendations of the Task Force on Climate-related Financial
Disclosures (‘TCFD’). This year, we have carried out a detailed qualitative, and quantitative, climate scenario analysis to improve our
understanding of the potential impacts of climate-related risks and opportunities on the Group. The analysis concludes that while climate
change is relevant to TP ICAP, its impacts are not considered to be significant under the timeframes and climate scenarios used in the
assessment. As such, this year the Group has sought to include details on the approach and analysis to evidence the conclusion, but
otherwise is reporting proportionately against the TCFD recommendations and recommended disclosures.
In compliance with the Financial Conduct Authority (‘FCA’) Listing Rule LR 9.8.6R(8) on climate-related disclosure, we believe the
information contained within this report to be consistent with the TCFD recommendations and recommended disclosures, considering
aspects of Strategy, and Metrics and Targets, are subject to a materiality assessment. Specifically, we have not provided detail on how
climate is considered in business decision-making and planning processes (Strategy C) or disclosed performance against TCFD’s cross-
industry climate-related categories (Metrics and Targets A). All relevant information is included in this Annual Report.
Disclosure index
Recommendation Relevant information disclosed Disclosure location
Governance
a) Board oversight
b) Management’s role
> Responsibility for climate change identification,
assessment, and management across the Group
> Examples of discussions and decisions made relating
to climate change
> Description of how climate features in business
processes as relevant, given the potential reputational
implications of climate change
65 and 66
65 and 66
65 and 66
Strategy
a) Climate-related risks and opportunities
b) The impact of climate-related risks and opportunities
c) The resilience of the organisation’s strategy
> Overview of approach to climate scenario analysis
> Identified climate risks and opportunities
> Progress on climate transition planning and resilience
response
> Resilience assessment of potential financial impact
across climate scenarios, including 1.5°C
66
68 and 69
71
71
Risk Management
a) Identifying and assessing climate-related risks
b) Managing climate-related risks
c) Integration into overall risk management
> Process to identify, assess, and manage climate risks
and opportunities
> Overview of how climate is incorporated in Group-
wide risk management framework
72 and 73
73
Metrics and Targets
a) Climate metrics
b) Greenhouse gas (‘GHG’) emissions
c) Climate targets
> Overview of environmental metrics used as a proxy
for climate risk exposure, given that no risks or
opportunities are assessed as financially material
for the Group
> Climate commitments to drive the reduction
in emissions over time
73
20, 74
Governance
The Board’s oversight of climate-related risks and opportunities
Board responsibilities
The Board has overall responsibility for climate-related risks and opportunities. These responsibilities are set out in the Terms of Reference
for the Board, and its Committees. In 2022, we established a Climate Change Planning Framework to ensure that the Board and its
Committees could execute their climate change responsibilities. This year, the Board considered our response to climate change, and
current and emerging climate-related regulation, as part of the framework.
TP ICAP GROUP PLC Annual Report and Accounts 202364
Board oversight
Board-level Climate change-related responsibilities
Number of meetings
in 2023 Decisions and discussion
Board Overall responsibility for climate-
related risks and opportunities;
oversight of the Group’s response to
climate change and associated
commitments.
3 reviews, with
a further 3
separate
high-level
updates
> Reviewed the Group’s plan and approach to
undertaking detailed qualitative and quantitative
climate scenarios analysis. The findings of the external
analysis – the identified risks and opportunities and their
potential impacts – were presented to the Board.
> Reviewed the progress made towards meeting the
Group’s climate-related reporting requirements.
> Discussion on the Group’s emissions reduction plan for
Scope 1 and 2 greenhouse gas (‘GHG’) emissions, and
progress towards our carbon neutral target.
> Reviewed and approved the Group’s 2023
TCFD disclosure.
Audit Committee The Audit Committee’s climate-
related responsibilities focus on the
Group’s adherence to the UK
regulations, emerging regulatory
requirements in other jurisdictions,
and the quality of our climate
change data.
3 > Reviewed an update on the TCFD preparedness and
deliverables plan for the Group.
> Discussed an early estimate of the Group’s 2023 Scope 1
and 2 emissions; approved the approach to emissions
reduction.
> Reviewed actions, and recommendations, to improve
environmental data quality.
Risk Committee The Risk Committee’s climate-
related responsibilities centre
around reviewing climate-related
risks and the Group’s risk
management framework on
a regular basis. They focused
on the climate-related risks and
opportunities that have been
identified, including the potential
financial and strategic impact to
the Group, as a result of the
in-depth qualitative and
quantitative climate scenario
analysis work.
2 > Discussed the ESG work plan for the year, including
actions to address climate-related reporting
requirements.
> Updated on the Group’s mitigation plans for the
‘Climate Risk Regulatory Compliance’, included in the
Group’s risk taxonomy.
> Reviewed an update on the outcome of the climate
scenario analysis, including how the identified risks were
integrated into the Group Enterprise Risk Management
Framework (‘ERMF’) and risk taxonomy.
Management Climate change-related responsibilities
Number of updates
in 2023 Decisions and discussion
Executive
Committee
The Committee’s primary duty is
to oversee, monitor and review the
Group’s climate change strategy
and execution, including the
embedding of the TCFD
deliverables across the Company.
5 > Reviewed, discussed, and contributed to papers
prepared for the Board and its sub-committees.
> A summary of each ESG Forum meeting was discussed
by the Executive Committee.
ESG Forum Responsible for the Group’s
environment, social and
governance impact. This includes
overseeing climate-related risks and
opportunities to support strategic
decision-making; implementing
policies, delivery, communications,
and disclosures.
6 > Reviewed the Group’s 2023 workplan, including
climate scenario analysis and the Climate Change
Planning Framework.
> Received regular progress updates on climate
scenario analysis.
> Reviewed the Group’s mid-year Scope 1 and 2 GHG
emissions and progress towards the Group’s carbon
neutrality goal.
TCFD Working
Group
Responsible for steering TCFD-
related activity across the Group,
and ensuring the Group’s TCFD
disclosure is compliant with the
framework’s recommendations.
6 > Agreed the Group’s 2023 TCFD implementation plan,
including the completion of detailed qualitative and
quantitative climate scenario analysis.
> Discussed periodic outcomes from the climate scenario
analysis work, as the project progressed.
> Ensured climate change considerations were included
in the financial planning process, and discussed the
potential impacts.
Climate change considerations are included in the annual budget process, which is overseen by the Board. Divisional Chief Financial
Officers (‘CFOs’) report any climate-related financial impact to the Group CFO as part of the annual budget process. For the 2023 budget
period, we judged there was no material climate change-related financial impact on our business. We expect the same to be the case for
the 2024 budget period.
TP ICAP GROUP PLC Annual Report and Accounts 202365
Strategic report
Task Force on Climate-related Financial Disclosures
continued
Strategy
The climate-related risks and opportunities identified over the
short, medium, and long term
Our approach
Building on the high-level analysis completed in 2022, the Group
conducted a detailed climate scenario analysis exercise to fully
assess the climate-related risks and opportunities relevant to our
business over the short, medium, and long term. We used a range of
climate scenarios, operational geographies, business divisions and
time horizons. Climate scenarios have inherent limitations; we have
noted the relevant limitations where applicable below.
Our approach to materiality is centred around qualitative and
quantitative factors. Our process to determine materiality considers
both a) climate trends i.e. how physical and transitional climate
issues will manifest in the future, and b) our own business perspective,
i.e. how these issues could affect our Company across regions and
business divisions. The materiality of the identified risks and
opportunities were assessed by our TCFD Working Group as part
of the climate scenario analysis process.
Process we adopted
An independent sustainability consultancy, SLR, supported us with
this work. Building on last year’s high-level assessment, we applied
both qualitative and quantitative factors. We examined the
potential climate-related risks and opportunities within all of our
business divisions in greater detail. In particular, we reviewed the
potential impact on our Energy & Commodities (‘E&C’) division;
this is an area where climate-related risks and opportunities are
more prevalent.
The qualitative element included desk-based research, interviews
with staff, and workshops with the TCFD Working Group and
additional senior executives. More than 35 internal stakeholders,
including from each business division and support function, were
included in this engagement. The outcome was a longlist of
potential climate-related risks and opportunities, including the
main ones identified in 2022. To consolidate the longlist, we
screened for relevance against our defined timeframes and
significance to the business. The risks and opportunities were
collated into their TCFD-aligned typology groups: transition risks,
physical risks, etc.
We held workshops with our TCFD Working Group, and other key
stakeholders including senior executives, to assess the potential
impacts of the climate risks and opportunities on our business.
Through workshop discussion and input from SLR, we ranked these
risks and opportunities, accounting for any instances where one
of our main geographic locations or a business division could be
specifically impacted.
We reviewed our priority risks and opportunities to understand
their suitability for quantification. A subset of two risks and one
opportunity were identified using a range of factors. These are
explained further on page 70.
Management’s role in assessing and managing climate-related
risks and opportunities
The management team has a significant role in assessing and
managing climate-related risks and opportunities. These
responsibilities, and the related discussions and decisions are
set out on the table on page 65. All parts of the organisation
are aligned to the Company’s response to climate change and
are complying with the UK regulatory requirements.
ESG Governance Structure
TP ICAP Group plc Board
Has oversight on business strategy from
an ESG perspective.
Group Executive Committee
Leads the delivery of the Group’s overall ESG
programme and updates the Board on ESG matters.
Group ESG Forum
Provides oversight and advice in relation to ESG strategy,
policies, documentation, implementation, communications,
and disclosures.
TCFD Working Group
Drives the actions needed to embed the TCFD framework
within our business.
TP ICAP GROUP PLC Annual Report and Accounts 202366
Scenarios used in our analysis
For transition risks, we used Paris-aligned (1.5°C), middle-of the road (2°C) and high-warming (2.6°C) scenarios. For physical risks, our
analysis used middle-of-the-road (2°C+) and high (4°C+) warming scenarios. We understand the physical impacts from climate change are
more likely to occur in these scenarios.
Paris-aligned Middle-of-the-road High warming
Description Ambitious early action increases
risks associated with low carbon
transition but limits the effects of
global warming.
Delayed, or late and sudden action
resulting in transition-related shocks
to society alongside higher impacts
from physical risks.
Limited action results in significant
warming, and more severe impacts
from physical risks.
Temperature 1.4-1.6°C 1.4-2.7°C 2.6-4°C+
Scenario source/
model
> Network for Greening the
Financial System (‘NGFS’)’s
Orderly Transition including Net
Zero 2050 & Below 2°C
> International Energy Agency
(‘IEA’) Net-Zero 2050 (‘NZE’)
> Intergovernmental Panel Climate
Change (‘IPCC’)’s SSP1-2.6
> NGFS’s Disorderly Transition
including Delayed Transition &
Divergent Net Zero
> IEA Announced Pledges (‘APS’)
> IPCC’s SSP2-4.5
> NGFS’s Hot House World scenario
including Current Policies &
Nationally Determined
Contribution (‘NDC’)s
> IEA Stated Policies (‘STEPS’)
(2022 issue)
> IPCC’s SSP5-8.5
Timeframe
As a broking business, we need to remain agile and responsive to markets that are influenced by a range of unpredictable external factors.
This affects our ability to plan to traditional long-term timeframes. The time periods we use in our planning processes are therefore in
shorter time increments, and anchored in the near term in particular.
We operate according to a short-term timeframe of 0-3 years, the main element being a detailed one-year budget planning cycle. We also
use a 0-3-year timeframe for assessing risks, as set out on page 57 of this report. This is the longest-term timeframe that we use in our
business planning. It reflects our role as a broker whose activities are market driven.
The high-level climate scenario analysis undertaken in 2022 used short and medium-term timeframes of 0-3 and 3-5 years, respectively.
The medium-term timeframe was defined specifically for climate scenario analysis; the business does not have a medium-term timeframe
that could be used for this purpose. At that time, we committed to defining a long-term timeframe this year for our detailed climate
scenario analysis. We have now defined the long-term timeframe as 5+ years to 2035. This enables us to consider the potential impacts
of climate change over the longer term, while balancing inherent uncertainties within climate scenarios as they look further into the future.
Our analysis focuses on five-year increments within this timeframe (i.e. 2025, 2030 and 2035) and the intermediate points within. This
follows the same approach as the IEA scenarios used in the analysis, where data progresses in five-year steps. The short and medium-term
timeframes remain unchanged from 2022.
For the physical risks assessment, i.e. those risks that could impact on physical assets, such as data centres, our long-term assessment
timeframe extends to 2050. This timeframe differs to the long-term timeframe we use for transition risks, because there is more information
available on physical climate data, and these potential impacts become more prevalent over time.
Qualitative climate scenario analysis
Our qualitative climate scenario analysis confirmed that our business is more predisposed to transition risks and opportunities than
physical climate risks. This aligns with the outcome of last year’s high-level assessment. Our exposure to physical risks from climate change
is low. We lease our office and data centre estate, where the risks are principally owned and managed by landlords. Furthermore, as a
broker, we do not lend money or make investments in property or other physical assets.
The assessment established whether any geographic or sectoral nuances existed between our identified risks and opportunities. All the
identified risks and opportunities apply to the Group globally, following the global footprint of our operations and client base. The
assessment noted some sectoral nuances, as expected, with our E&C business division being the most relevant. Within these asset classes,
we looked closely at fossil fuels (including coal), renewables, and the metals and minerals relevant to the low-carbon transition.
TP ICAP GROUP PLC Annual Report and Accounts 202367
Strategic report
Task Force on Climate-related Financial Disclosures
continued
Classification Description of risk and impact Climate scenario analysis Plans to monitor and manage risk
Risks
TCFD taxonomy:
Transition
market risk
Division:
Most relevant
to E&C
Geography:
All regions
1. Limited penetration of new asset
classes relevant to the low-carbon
transition
> To achieve global climate goals,
an uptick in low-carbon markets
is expected. There could also be
an emergence of new solution
providers.
> There is a potential for new
platforms around voluntary
carbon trading, or circular and
renewable solutions.
> If we fail to respond in line with
market shifts, we may experience
a decrease in market share.
We are well-positioned to respond
to new market developments due to
strong client relationships, and the
wealth of data it holds.
Most likely to manifest in the
medium-long term in transition
scenarios, particularly if there is
sudden policy action.
Our potential exposure is most
relevant to E&C which is brokering
across these asset classes, but may
affect other divisions that interact
with these markets, such as
Parameta Solutions.
> Maintain business agility to respond
to client needs.
> Monitor trends and engage with
clients to understand changing
interests in asset classes.
TCFD taxonomy:
Transition
market risk
Division:
Most relevant
to E&C
Geography:
All regions
2. Uncertainty in low-carbon market
developments
> A low-carbon transition requires
changes to the energy mix to
achieve GHG emission reductions.
It will also increase demands on
minerals and metals to develop
low-carbon technologies.
> Insufficient and/or sudden
implementation of policy can
make it difficult to predict how
demand across different energy
and commodity asset classes
might change.
> Sunk costs or opportunity costs
if the Group does not take
advantage of new markets, or
it overcommits to a particular
market.
We are seeking opportunities for
new environmental and low-carbon
asset classes.
Most likely to manifest under a
delayed or sudden transition
scenario in the medium-to-long term,
where market signals are unclear.
Any potential exposure is most
relevant to E&C which is brokering
across these asset classes.
> Continue engagement across key
trading functions, particularly E&C,
to stay up-to-date with market
trends and speed of change.
TCFD taxonomy:
Transition
market risk
Division:
E&C only
Geography:
All regions
3. Fossil fuel market declines in
low-carbon transition
> As economies continue towards
the energy transition, the
prevalence of fossil fuels (e.g. coal,
oil, gas) will be superseded by
renewable alternatives.
> As client demand for fossil fuel
diminishes, the Group will see a
reduction in associated revenues
from these asset classes.
Whilst fossil fuel demand is expected
to decline under ambitious and
middle-of-the road transition
scenarios, it is set to increase in the
business-as-usual high warming
scenario. Oil is recognised as a
critical transition energy and as such
this risk is only likely to manifest in
the longer term. However, our E&C
division has an established market
presence across fossil fuels and
alternatives, and is well positioned
to align its resources with market
demand.
This risk is only relevant for our E&C
division which brokers fossil fuels.
> Monitor climate policy
announcements to track expected
changes in market demand.
> Seek new market opportunities
in the low-carbon transition, to
replace all the main energy sources
declining in fossil fuel consumption.
TCFD taxonomy:
Transition
reputation risk
Division:
Group-wide
Geography:
All regions
4. Reputational risk from connection
with fossil fuels
> There is increasing expectation
and scrutiny on organisations for
the use of, or involvement with,
fossil fuels.
> If the Group does not keep apace
of climate decarbonisation trends,
brokerage of fossil fuels could lead
to reputational harm.
> Reputational backlash from
investors may affect share price
and access to capital.
We are aware of increasing scrutiny
from wider stakeholders which may
become more relevant in an
ambitious climate transition
scenario.
This risk is mostly relevant for our
E&C division which brokers fossil
fuels, but the potential impact could
be Group-wide.
> Support the low-carbon transition
by seeking opportunities to develop
low-carbon solutions and maintain
a commitment to minimising
GHG emissions.
> Engage with clients to understand
their decarbonisation plans over the
long-term, to assist with our
strategic planning.
TP ICAP GROUP PLC Annual Report and Accounts 202368
Classification Description of risk and impact Climate scenario analysis Plans to monitor and manage risk
Risks
TCFD taxonomy:
Transition
policy risk
Division:
Group-wide
Geography:
All regions
5. Increase in climate disclosure
requirements
> Regulators and investors are
demanding greater transparency
on ESG and climate disclosures
(e.g. transition plans,
materiality etc.).
> Responding to current and
emerging reporting obligations
requires resources to meet
compliance requirements, or
risks facing fines and further
reputational damage.
The Group, and some of its
subsidiaries, are already subject to a
range of climate-related compliance
obligations. New mandates are
already emerging which we must
respond to.
It is possible that further
requirements or higher expectations
will emerge over time, especially in
a low-carbon transition, that will
require further resources.
> Continue to monitor climate-related
legislation and applicability to the
Group and its subsidiaries.
> Respond to reporting obligations in
a streamlined manner, identifying
synergies across mandates to ensure
compliant responses with efficient
allocation of resources.
TCFD taxonomy:
Physical acute risk
Division:
Group-wide
Geography:
All regions
6. Increase in extreme weather
leading to damage to assets
> Gradual changes to climate and
extreme weather events are
expected to increase in the future.
> Costs to replace damaged
equipment, or increased costs as a
result of higher insurance premiums,
if claims are made to replace
damaged assets.
While the business has a global
footprint, the Group has limited
direct exposure to physical climate
risks. We operate from a relatively
small, leased, office portfolio.
The Group has no material exposure
to other physical assets (i.e. no
vehicle fleet, no manufacturing
facilities, etc.)
This risk is most likely to manifest
in the long term, under a higher
warming scenario. Despite the
minimal exposure to physical risks,
the potential impacts could affect
the Group across divisions and
geographies.
> Embed climate-related risks into
business continuity plans.
> Ensure new data centre premises
meet our current high-resilience
standards.
Classification Description of opportunity and impact Climate scenario analysis Plans to monitor and seize the opportunity
Opportunities
TCFD taxonomy:
Transition
products
opportunity
Division:
E&C only
Geography:
All regions
1. Increase in demand for brokerage
of low-carbon commodities
> The transition to a low emissions
economy will require enormous
investment in technologies
supporting renewable energy
infrastructure and battery storage,
for example.
> Higher demand for the
commodities required for these
technologies, or the energy
sources themselves, may result in
higher revenues if transaction
volumes and values increase.
There is already demand for these
commodities and other
environmental asset classes.
It is expected this will only grow in
the medium to long term, and would
be most significant in transition
scenarios where demand for
low-carbon solutions is higher.
This opportunity is most relevant to
E&C which brokers these commodities.
> Leverage existing client
relationships to identify
opportunities to broker low-carbon
solutions.
> Monitor trends and engage with
clients to understand changing
interests in asset classes.
TCFD taxonomy:
Transition
products
opportunity
Division:
Parameta
Solutions
Geography:
All regions
2. Increase in demand for data
associated with low-carbon
solutions
> Low-carbon and environmental
asset classes are expected to
become more prominent in a
low-carbon transition.
> Demand for data on these asset
classes will grow in importance in
a similar way, alongside indices
and benchmarks.
> Higher demand for data, indices
and benchmarks is expected to
drive increased revenue for
Parameta Solutions.
We are already responding to
increased demand, e.g. our recently
launched Global Liquefied Natural
Gas (‘LNG’) Pricing Service.
The increase in demand for this data
is already apparent and is expected
to increase over time.
This is relevant to Parameta
Solutions which is delivering data,
analysis and indices.
> Proactively monitor market
developments to expand position
a major over-the-counter broker.
TP ICAP GROUP PLC Annual Report and Accounts 202369
Strategic report
Task Force on Climate-related Financial Disclosures
continued
Quantitative climate scenario analysis
We reviewed our priority risks and opportunities to understand their
suitability for quantification. A subset of two risks and one opportunity
were identified using a range of factors, including feedback from
SLR, internal data availability, and the ability of the relevant
climate scenarios to support quantification. The climate impacts
selected for quantification included:
> The potential changes to revenues derived from Energy and
Commodities’ brokerage as demand for the key asset classes
(oil, power, coal, etc.) increases, or decreases, through the
energy transition.
> The potential future costs associated with damage to assets
from climate change events which could increase in severity,
or frequency, in the future.
Change in demand (risk and opportunity)
The climate scenarios used in our analysis were sourced from the
IEA, including ambitious (1.5°C), middle-of-the-road (2°C) and high
warming (2.6°C+) climate scenarios. The IEA STEPS 2022 scenario
(2.6°C+) is recognised as the ‘business as usual’ scenario, or the
scenario closest to the world’s current emissions trajectory.
The potential changes in demand for different energy sources,
and the commodities relevant to the low-carbon transition, vary
between scenarios.
The asset classes included in the IEA scenarios broadly align with
those brokered by E&C. The energy, metals and minerals included
within the analysis are oil, power (electricity) and natural gas; these
three asset classes represent the majority of E&C revenue. The
analysis includes coal, which generates a very small portion of total
E&C revenue. We also assessed the potential changes in demand
for nickel, cobalt, steel, lithium and copper. We do not currently
broker across all these asset classes, although the Group is set to
launch a new battery metals desk in 2024. They have been included
in the assessment to demonstrate how new markets might emerge
over time, and under different climate scenarios.
We are asset light; we lease our office premises and do not own or
operate a vehicle fleet. We are not an investment bank or a lender
with a loan book. Our primary business is brokerage, where
volatility is a key driver of revenue generation. As we have
progressed through this process, it has become clear that modelling
the effects of volatility – particularly volatility caused by climate
change – is difficult to do reliably. Following SLR’s advice, our
modelling uses a revenue-to-demand change ratio of 1:1 to test the
impact of the scenarios on this risk and opportunity. This assumes
that as demand for a particular energy source or commodity
changes, the revenue increases or decreases at an equal rate.
We have selected IEA scenarios based on their relevance to this risk
and opportunity. The IEA clearly state that their scenarios are not
predictions or forecasts, with each scenario built on a different set
of underlying assumptions. SLR believe that we have taken the best
possible approach to this analysis based on the data and tools
available at this time.
To assess the potential financial impacts, we overlayed changes in
demand by asset class with associated 2022 revenues, across the
relevant climate scenarios and time horizons. Across all scenarios.
total energy demand, and demand for energy and relevant
commodities, is expected to change.
In an ambitious climate scenario (1.5°C) the changes to potential
energy demand, and demand on each energy source, are at their
most pronounced. While demand for fossil fuels decreases, there
is significant growth in demand for power (electricity), and for
the metals and minerals widely used in low-carbon technologies,
such as lithium. Under a middle-of-the-road scenario (2°C), while
demand trends move in the same direction as the ambitious
scenario, the changes are less significant. In the business-as-usual
scenario, demand for oil, gas, and power increases, with oil
demand beginning to decline after 2030. However, by 2035, there
is still a net increase in oil demand compared to 2022. The analysis
also shows increased demand for metals and minerals.
The analysis concluded that the net impact on brokerage revenues
is expected to increase modestly in each of the climate scenarios
considered, indicating that the opportunity may be greater than
the risk.
Physical Risks
In 2022, the Group carried out a risk exposure assessment to
understand the potential physical climate-related risks to our office
and data centre estate. Most of our sites have low overall exposure
to physical climate hazards, even under a high emissions future. The
2023 qualitative climate scenario analysis also confirmed that our
exposure to physical climate risks is low. Nevertheless, we included
physical risk in our quantitative assessment to give a balanced
analysis of the different types of climate-related impacts.
Data centres are a critical part of our operational infrastructure.
Ensuring our data centres are resilient to risks, including those
arising from climate change, is an important part of our business
continuity plans. Our quantitative physical risk analysis looked at
ten of our data centres across Asia Pacific, Europe, and the
Americas. They are the Group’s primary data centres in each region.
TP ICAP GROUP PLC Annual Report and Accounts 202370
We used data from Climate Insights by CLIMsystems – a consultancy
which is part of SLR and specialises in assessing the impacts of
changes to climates. The Climate Insights tool provides access to
the latest climate data showing potential future changes for a
range of climate variables at asset-specific locations.
Our physical risk impact assessment modelled the potential impact
of asset damage to our primary data centres, driven by a range of
climate variables, categorised as follows:
> Water stress: monthly mean precipitation.
> Wildfire: Keetch-Byram Drought Index (‘KBDI’) fire risk.
> Heat stress: monthly mean temperature, monthly relative
humidity, air heatwave delays, cooling degree days, maximum
temperature days higher 35°C.
> Storms: heating degree days, extreme wind speed, extreme
precipitation.
> Floods: mean sea level rise, extreme water level, riverine
flood depth.
The analysis focused on the potential future change in climate
variables based on global climate models (‘GCMs’) of the coupled
model intercomparison project (‘CMIP6’) for the periods from 2024
to 2050 with a five-year step under the selected scenarios of
SSP2-4.5 and SSP5-8.5. Climate data was provided to SLR/
CLIMsystems, which was then correlated to our insured asset values,
to provide an annual assessment of the potential value at risk
(‘VaR’) experienced from repair costs for asset damage.
The Group has strong mitigants in place to protect its data centre
assets from damage, or from financial losses arising from damage
to assets. Taking these measures into account, the analysis
concluded that the residual risk to the Group was negligible across
all climate scenarios and time horizons.
The impact of climate-related risks and opportunities on our
businesses, strategy, and financial planning
The qualitative and quantitative analysis confirms that the Group is
not expected to be significantly impacted by climate-related risks.
The analysis indicated that we may stand to benefit from climate-
related opportunities, given the potential for growth in asset classes
relevant to the transition. But, given the range of permutations, and
the various assumptions and estimates used in the analysis, we
believe this assessment provides a potential sense of direction
rather than any definitive, material, opportunity. Maintaining an
agile approach across energy, commodity, and capital markets, is
central to the resilience of our business. This positions the Group
well to mitigate risk and capitalise on opportunities.
The output of the quantitative climate scenario analysis was used
to assess the sensitivities on potential impacts to the financial
forecasts used in goodwill impairment assessments, and the
valuation of the relevant cash generating units (‘CGUs’). The
assessment concludes that in an ambitious climate scenario,
aligning with 1.5°C warming, the potential impacts are not
significant or deemed financially material.
Turning to our financial performance, the results of the qualitative
and quantitative climate scenario analysis exercise did not indicate
a material financial impact to the Group under any of the climate
scenarios or timeframes used.
We recognise that climate-related risks are non-diversifiable risks,
impacting businesses regardless of their size or sector, and that
exposure could change and evolve over time. We are committed to
the ongoing assessment of the potential impacts of climate-related
risks and opportunities to our business, both through the Enterprise
Risk Management Framework (‘ERMF’), and with periodic
quantitative analysis in line with stakeholder expectations.
We have used the results of the climate change assessments
undertaken in the last two years to ensure that any relevant climate-
related risks and opportunities are integrated into our ERMF and
Risk Taxonomy, and are actively managed. Additionally, we have
strengthened our understanding of the exposure of our largest
suppliers to climate change (see page 74).
Prioritisation and transition plans
We prioritise our climate-related risks and opportunities through
the system of working groups described on page 66 of this report.
This year, we have developed our approach to the assessment of
climate-related risks and opportunities through the detailed
qualitative and quantitative climate scenario analysis, which
included a thorough identification and prioritisation exercise
(see page 66).
Our approach to transitioning to a low-carbon economy centres
around our carbon neutral ambition, and the steps we are taking to
reduce the GHG emissions from our operations. The Sustainability
section of this report (pages 18 to 29) includes the first iteration of
a transition plan. We note the new reporting framework issued by
the UK Government’s Transition Plan Taskforce, and we are working
towards developing and publishing a detailed transition plan in
due course.
The resilience of our strategy, taking into consideration different
climate-related scenarios, including a 2°C or lower scenario
We use scenario analysis to inform our understanding of the
resilience of our strategy in uncertain climate futures. On pages 66
to 71 we set out the approach we have taken to qualitative and
quantitative scenario analysis this year, including the scenario sets
used. The tables on page 68 and 69 include a description of our
plans to monitor and manage each identified priority climate-
related risk and opportunity.
TP ICAP GROUP PLC Annual Report and Accounts 202371
Strategic report
Task Force on Climate-related Financial Disclosures
continued
We are not immune from risks stemming from climate change.
We generate income through broking. It is key therefore that the
Group correctly recognises which elements of the business will
grow or decline as clients, the economy and governments adapt
to the transition to a low-carbon economy. We keep this under
review and will continue to return to it as part of our ongoing
commitment to assessing and managing the impact of climate
change on our business.
Risk Management
Processes for identifying and assessing climate-related risks
Climate-related risks are identified, assessed, and managed within
the overall scope of our Group-wide Enterprise Risk Management
Framework (‘ERMF’).
The ERMF risk assessment process includes:
> A review of the risks recorded in the Group’s Risk Register;
> A review of the risk appetite framework and risk management
requirements, as these relate to climate risks; and
> An assessment of the Group’s current climate risk profile relative
to risk appetite.
The Risk function used the output of the detailed qualitative and
quantitative climate scenario analysis to inform the risk assessment
process as laid out in the ERMF. The results of the analysis were used
in risk assessment discussions with risk leads across the business,
to understand whether the identified climate-related risks had any
direct or indirect impacts to our existing risks. These discussions
confirmed that applying climate-related risk considerations to our
existing risks has not materially changed the assessment of their
risk profile in the short and medium term. We do not foresee any
probable climate change-related risk consideration crystallising
in the next 12 months that will materially affect our business.
However, in line with the results of our detailed climate scenario
analysis, the Group has identified climate-related risks that could
lead to a change in risk profile over the longer term. These include
potential transition risk impacts to the Group, and more specifically
to the E&C division. We will keep these risks under close review.
Climate-related risk remains part of the Group’s risk taxonomy,
which contains the Group’s actively managed risks. This ensures the
requisite level of visibility for management and governance, as well
as external stakeholders.
The Board articulates the overall level of risk the Group is willing to
accept for the various risks it faces within its Risk Appetite Statement,
including climate-related risks. This includes defining the Group’s
overall loss tolerance and its targeted level of prudential adequacy.
The Risk Appetite Statements are cascaded and operationalised
throughout the Group via a framework of risk appetite
implementation metrics.
Through the ERMF, the Group principally assesses its risk profile,
through the above processes, over a timeframe of the next
12 months. It also seeks to identify any potential changes to its
risk profile over the short and medium term. Given that our core
business is broking and therefore market-led, the ERMF does not use
a long-term timeframe for risk assessment purposes. However,
outside of the ERMF, we defined a long-term timeframe of 5+ years,
to 2035, to assess climate-related risks. This timeframe is used solely
for climate scenario analysis purposes, and is not used in the ERMF.
In 2024, we will continue to identify, assess, and manage our climate
risk profile through our ERMF. The Group will also continue to embed
the Climate Change Planning Framework and integrate climate
considerations into BAU management processes and systems.
Process for managing climate-related risks
We manage climate-related risks by incorporating them into our
ERMF. This process includes:
> Logging how the risk has been recorded in the Group’s Risk
Register – i.e., by amending an existing risk type or defining
a new risk;
> Detailing how the risk has been incorporated within the Group’s
Risk Appetite Framework;
> Outlining key mitigants or controls adopted to manage the
risk; and
> Making a high-level assessment of the risk profile for each
relevant risk.
Climate-related risks are reflected in the following risk definitions:
> Business Continuity and Crisis Management Risk includes the risk
that the Group fails to address appropriately physical or transition
climate risk impacts on the Group, or third-party infrastructure
and business continuity providers.
> Credit Risk includes the risk that a counterparty defaults due to
the direct or indirect impact of physical or transition climate risk.
> Strategy Design and Implementation Risk includes the risk that
the Group:
— Fails to respond effectively to the impact of physical or
transition climate risk on client demand;
— Fails to address any long-term loss of operability, due to the
impact of physical or transition climate risk impacts on the
Group, its employees, third-party infrastructure providers or
other key suppliers which fundamentally undermines the
Group’s ability to operate its business models; or
— Incurs reputational damage caused by a failure to meet
stakeholder expectations in relation to ESG strategy and
performance (including climate change), leading to key
stakeholders being unwilling to deal with the Group (including
investors, clients, suppliers and employees).
TP ICAP GROUP PLC Annual Report and Accounts 202372
In addition, the ERMF also includes a specific climate-related risk
entitled Climate Risk Regulatory Compliance. This is defined as
the risk that the Group fails to comply with current or emerging
climate-related regulatory requirements in any of the jurisdictions
in which we operate, with potential sanctions for non-compliance
including fines, public censure, and associated damage to the
Group’s reputation. We include “Failure to address climate risk” as a
principal risk (see page 59), recognising the potential reputational
implications that could result from not meeting stakeholder’s
expectations in this area.
As part of the ERMF, the Group operates a formal issue
management process across the three lines of defence to manage
any issues which could materially impact the Group’s risk profile.
The risk identification process involves identifying a designated
senior manager as ‘risk lead’ for all material risks who has overall
responsibility for overseeing the management of that risk across
the Group. In determining the appropriate response, the Group will
prioritise its remediation activity according to the potential impact
of each relevant risk.
How climate-related risks are identified, assessed, managed, and
integrated into the organisation’s overall risk management
We manage climate-related risks within the scope of our overall
existing ERMF. Please see page 55 for more details.
Metrics and Targets
The metrics used to assess climate-related risks and opportunities
in line with our strategy and risk management process
We considered the TCFD’s cross-industry climate-related metric
categories to establish the relevant and proportionate metrics for
our reporting. Due to the increased stakeholder interest in climate
change, and in particular measurement and management of Scope
1, 2 and 3 emissions, we consider these metrics to be relevant for this
disclosure. We also use E&C revenues by asset class as an internal
metric for risk and opportunity monitoring. We will keep these
metrics under review as we further develop our response to the
identified risks and opportunities.
We follow the GHG Protocol in calculating and, where necessary,
extrapolating our emissions. We report our corporate emissions
under the operational control method. We therefore account for
100% of the GHG emissions where we have operational control.
This includes the Group and its subsidiaries.
Building emissions and business travel data was collected as part
of SECR compliance covering 1 January 2023 – 31 December 2023.
This data covered building energy use, refrigerant use, business
travel and waste.
Purchased Goods & Services emissions and global train travel
emissions were calculated using the environmentally extended
input-output (‘EEI/O’) table method based on emissions per GBP
spend. We measure, and report, our emissions for Scope 1, 2 and
five of the 15 Scope 3 GHG emission categories. We do not report
on 10 out of the 15 Scope 3 GHG categories because they are either
not material, or not relevant, to our business. The services we
provide – for example, trade execution and advisory – do not
generate their own emission streams. Therefore, emissions from
Downstream and Upstream Distribution and Transportation, and
Processing, Use or End-of-Life Treatment of Sold Products are not
relevant. Our business does not operate on a franchise model, and,
as a broker, we do not lend money or make investments. As a result,
we do not disclose any emissions in either the Franchises or
Investments Scope 3 sub-categories.
Scope 1, Scope 2, and Scope 3 GHG emissions
Our total emissions equalled 57,723 tCO₂e. This equates to a 1%
reduction compared to the previous year. Notably, we reduced our
Scope 1 and Scope 2 emissions by 20% year-on-year. 67% of our
total emissions stem from Scope 3 Purchased Good & Services.
We took steps to improve our environment data collection and
management processes. We migrated our environment data,
including all aspects across Scopes 1, 2 and 3, waste and water
consumption, to a software-based platform which enables us to
track consumption and emissions at regular intervals. This new
approach has improved our engagement with landlords and other
service providers, and our ability to detect and rectify variances
in consumption.
TP ICAP GROUP PLC Annual Report and Accounts 202373
Strategic report
Task Force on Climate-related Financial Disclosures
continued
Other metrics
We have assessed our sensitivity to carbon pricing to understand
the relevance and applicability of potential carbon costs directly
and indirectly on the Group. This assessment considered the current
and potential changes to carbon pricing mechanisms, and any
potential impact on the Group. The Group is asset light and does
not conduct emissions-intensive business operations. We are not
subject to a carbon tax and given our small emission profile, and
we do not expect to be subject to a tax in the future. Incremental
increases in the cost of procured goods and services are also not
expected to be material. Based on this assessment, we conclude
that the Group is not sensitive to carbon pricing.
Performance-related metrics are included in the Company’s
remuneration approach for Executive Directors for the execution
of key deliverables, regulatory or otherwise, in relation to climate
change. Their bonus is determined 70% based on financial
performance and 30% based on performance against a scorecard
of non-financial objectives. The attainment of certain ESG targets
is assessed as part of the non-financial element of the bonus.
Targets used to manage climate-related risks and opportunities,
and performance against these targets
Scope 1 and 2 – Target and roadmap
To help meet the net zero ambition set by the UK government, our
absolute emissions target is to be carbon neutral across both Scope
1 and Scope 2 emissions by the end of 2026.
On Scope 1 and 2, we continue to make progress with emissions
reducing 20% in the year. This performance has been driven by our
ongoing office and data centre consolidation programme, which
is a core element of our emissions reduction strategy (see page 20
for further detail). Our focus between now and the end of 2026 is
to a) continue with our office and data centre consolidation, and
b) implement actions to promote energy efficiency, including
working with our landlords.
Scope 3
Emissions from Purchased Goods & Services, or our supply chain,
remain the most material element of our carbon footprint. We
recognise the importance of deepening our understanding of
the sources of these emissions, and working with our suppliers to
reduce them.
Building on the progress made last year to incorporate actual
emissions from our supply chain in our footprint, this year we have
increased our supplier engagement from 30 to 50 of our largest
suppliers by spend. This represents around 65% of our total supplier
spend for 2023. The balance of our annual spend is spread across
a long tail of smaller suppliers.
We have engaged these core suppliers by issuing questionnaires
to gather their relevant data and action plans for addressing their
emissions. 32% of the suppliers we contacted responded. Where
actual emissions were provided, these were included within our
Scope 3 Purchased Goods & Services reporting for 2023. The
remaining emissions in this category were calculated using a
spend-based methodology.
Our core suppliers are at different stages of their reporting journeys,
and we have not engaged the entirety of our supply chain. We will
continue to engage with them to, a) pursue a better-quality Scope 3
emissions footprint and, b) develop a deeper understanding of their
plans to address their emissions. We note, however, that nine of our
top ten suppliers have published commitments to be net zero by
2050. Against this backdrop, we have no plans to set a Scope 3
emissions reduction target at this time, and will continue to engage
with our key suppliers about their net zero plans.
TP ICAP GROUP PLC Annual Report and Accounts 202374
Carbon emissions
Total Global AMER APAC EMEA
2023 2022¹ 2023 2022 2023 2022¹ 2023 2022 2023 2022¹
Scope 1 t/CO₂e 1,442 2,026
Of which from Fuel
Consumption 1,288 1,535 1,0 74 1,215 – – 214 320
Of which from Fugitive
Emissions 155 492 83 – – – 72 492
Scope 2 (location-
based) t/CO₂e –
Purchased Electricity,
Heat or Steam 6,182 7,512¹ 3,176 3,800 1,922 1,921 1,085 1,791
Scope 2 (market-based)
t/CO₂e – Purchased
Electricity, Heat or
Steam 5,998 – 3,147 – 1,935 – 916 –
Scope 3 t/CO₂e 50,099 48,561
Of which Purchased
Goods & Services
(incl. Capital Goods) 38,583 38,549 38,583 38,549 – – – – – –
Of which Fuel & Energy 2,258 2,819 1,278 1,676 578 472 388 671
Of which Waste
Disposal 2,052² 89 1,190 34 523 16 340 39
Of which Business Travel 3,344 2,146 63 – 796 639 992 557 1,492 950
Of which Employee
Commuting 3,876 4,959 1,518 2,648 1109 1,188 1,247 1,123
Total t/CO₂e 57,7 2 3 58,099¹ 38,646 38,548.9 9,115 10,012 5,124 4,1 5 4 4,838 5,386
1 We have restated our 2022 Scope 1 and 2 emissions following the provision of better quality data for the reporting period after year end.
2 This year we have changed our methodology for calculating emissions from waste disposal. We have used data from the Global Real Estate and Sustainability Benchmark
(‘GRESB’) for mid-offices to estimate emissions where actual data was not available. This approach aligns with current best practice.
An independent third party has calculated the above greenhouse gas emissions estimates to cover all material sources of emissions for
which the Group is responsible. The methodology used was that of the ‘Greenhouse Gas Protocol: A Corporate Accounting and Reporting
Standard (revised edition, 2015)’. Responsibility for emissions sources was determined using the operational approach. All emission sources
required under the ‘Companies, Partnerships and Groups (Accounts and non-financial reporting) Regulations 2016’ are included.
Energy consumption (‘SECR’)
Current reporting year
1 January 2023–31 December 2023
Comparison reporting year
1 January 2022–31 December 2022¹
UK
Global
(excluding UK) UK
Global (excluding
UK)
Energy consumption used to calculate Scope 1 emissions (kWh) 1,110,505 5,983,697 1,625,960 6,781,895
Energy consumption used to calculate Scope 2 emissions (kWh) 4,010,312 15,205,266 7,035,901 15,957,151
Energy consumption used to calculate Scope 3 emissions (kWh) 5, 74 4 ,5 4 0 6,756,708 2,614,954 5,969,685
Total energy consumption based on the above (kWh) 10,865,358 27,945,671 11,276,814 28,708,730
Intensity ratio: tCO₂e (gross Scope 1,2,+3) per employee 2.06 2.24
1 We have restated our 2022 Scope 1 and 2 emissions following the provision of better quality data for the reporting period after year end.
The above table and supporting narrative on page 20 summarise the Streamlined Energy and Carbon Reporting (‘SECR’) disclosure in line
with the requirements for a quoted company, as per The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and
Carbon Report) Regulations 2018. The disclosure also extends beyond the scope of a quoted company and includes emissions and energy
consumption from business travel via air and taxi (Scope 3).
TP ICAP GROUP PLC Annual Report and Accounts 202375
Strategic report
Governance
report
TP ICAP GROUP PLC Annual Report and Accounts 202376
In this section
78 Governance at a glance
80 Compliance with the Code
82 BoardChair’sgovernanceletter
84 Board of Directors
88 Corporate governance report
94 Report of the Nominations &
GovernanceCommittee
100ReportoftheAuditCommittee
106ReportoftheRiskCommittee
110 ReportoftheRemunerationCommittee
130 Directors’ report
133 Statement of Directors’ responsibilities
Read more
Leadership
The Board is collectively responsible
foreffectiveoversightoftheGroupand
the long-term sustainable success of
its business.
Pages 84 to 89
Read more
Succession planning
We regularly review the Board’s skills,
experience and competencies and consider
successionplanswithreflectionondiversity
in the broadest sense.
Pages 95 to 96
TP ICAP GROUP PLC Annual Report and Accounts 202377
Governance report
Governance at a glance
OUR GOVERNANCE FRAMEWORK
Provides strategic
leadership.
Determines the
Group’s purpose,
values and strategy
and ensures these
are aligned with
the culture.
Ensures the
necessary resources
are in place to
meet Company
objectives and
measure
performance
against them.
Ensures that
controls and risk
management
systems are rigorous
and effective
throughout the
organisation.
Determines the
Group’s risk
appetite and nature
and extent of the
principal risks and
considers other
matters escalated
from the Board’s
Risk Committee.
Determines
what matters
are reserved for
the decision of
the Board.
The Board
Has principal responsibility for promoting the long-term sustainable success of the Company,
generating value for its shareholders and contributing to wider society.
Key responsibilities
Group Operating Committee
Responsible for exercising oversight of
the performance of support functions,
overseeing significant Group projects and
initiatives, monitoring operational risk
within the support functions, reviewing,
approving and prioritising potential
change initiatives, exercising oversight
of budget and cost in support functions
and approving and reviewing support
function policies.
Group Risk and Compliance Committee
Responsible for providing executive
oversight of the Group’s enterprise risk
management framework and monitoring
conduct and compliance within the Group.
Communicates with and makes
recommendations to the Group Executive
Committee, Risk Committee and Audit
Committee as appropriate.
Group Strategy Committee
Responsible for developing proposals
on the Group’s future strategy for
consideration by the Group Executive
Committee, ‘horizon scanning’ for
emerging opportunities and threats, and
considering potential impacts of changes
in the Group’s operating environment
and competitive positioning.
Nominations &
Governance
Responsible for reviewing
the balance of skills,
knowledge, experience and
diversity of the Board and
UK Regulated Entities’
(‘UKREs’) boards, making
recommendations for
Board, Committee and
UKRE Non-executive
Director appointments
and monitoring succession
plans. Also has
responsibility for
reviewing and making
recommendations on
matters of corporate
governance.
Read more
Page 94
Remuneration
Responsible for developing,
maintaining and
recommending to
the Board formal and
transparent policies on
remuneration for the
Company’s employees,
including the Directors’
Remuneration Policy.
Makes recommendations
to the Board on the
remuneration packages
of the Executive Directors
and other members of
senior management, in
compliance with policy.
Read more
Page 110
Risk
Reviews and makes
recommendations to the
Board on the Group’s risk
appetite, risk principles
and policies so the risks
are reasonable and
appropriate for the Group
and can be managed and
controlled within the limits
of the Group’s resources
and within appetite.
This includes oversight in
respect of climate-related
risks in accordance with
TCFD requirements. Ensures
adherence to risk principles
and thresholds.
Read more
Page 106
Audit
Ensures the governance
and integrity of financial
reporting and disclosures,
and reviews the controls
in place. Oversees the
internal audit function
and the relationship with
the external auditors,
including monitoring
independence. Also
reviews the effectiveness
of internal controls in the
Group and maintains
oversight of the Group’s
TCFD deliverables plan.
Read more
Page 100
Group Executive
Responsible for defining
and refining strategic
proposals and reviewing
the success of
implementation of Group
strategy, overseeing
performance against the
strategy and budget on a
business line and regional
basis, promoting cultural
development, and
establishing and
monitoring ESG strategy
for the Group. Reviews and
recommends governance
proposals and monitors
the implementation and
progress of risk and culture
activities. Also makes
recommendations to the
Board and Legal Entities
in accordance with the
authority levels delegated
by the Board.
TP ICAP GROUP PLC Annual Report and Accounts 202378
OUR BOARD MANAGEMENT IN NUMBERS
KEY BOARD ACTIVITIES
Diversity
Current reporting year (2023)
Number of
Board members
Percentage of
the Board
Number of
senior positions
on the Board
Number in
Executive
management
Percentage of
Executive
management
White British or other White (including minority-white groups) 9 90% 9 13 65%
Mixed/Multiple Ethnic Groups 0 0% 0 0 0%
Asian/Asian British 1 10% 1 1 5%
Black/African/Caribbean/Black British 0 0% 0 0 0%
Other ethnic groups, including Arab 0 0% 0 2 10%
Not specified/prefer not to say 0 0% 0 4 20%
For further reporting on employee diversity and inclusion please see page 24, and additional information on the Company’s Listing Rule
9.8.6(9) and 14.3.33 disclosures see page 130.
2022 2023
1 Routine matters including unminuted
discussion 10% 12%
2 CEO updates 15% 13%
3 CFO updates including dividend, tax matters
and investor relations 17% 19%
4 Business/Management presentations and
updates including operations and technology 8% 23%
5 Risk management and audit including Brexit 7% 4%
6 Legal and Compliance 8% 7%
7 Strategy including corporate transactions 21% 12%
8 Corporate governance and policies 4% 5%
9 Employees, ESG, culture and stakeholders 8% 5%
The Board’s activities
In addition to the eight scheduled meetings, numerous off-cycle
Board meetings and briefings were held in 2023 at which the Board
discussed, among other matters, the Group’s results, corporate
strategy, Fusion and other projects. The Board also held a strategy
day in May and visited the New York office at Vesey Street in
October 2023.
Over the course of the year, the Non-executive Directors conducted
unminuted discussions at the end of the scheduled Board meetings
and held occasional meetings without the Executive Directors
present to facilitate full and frank discussion.
2023 Board attendance at scheduled meetings
Director
Meetings
attended¹
Richard Berliand 8/8
Nicolas Breteau 8/8
Kath Cates 8/8
Tracy Clarke 8/8
Angela Crawford-Ingle 8/8
Michael Heaney 8/8
Mark Hemsley 8/8
Louise Murray² 4/4
Edmund Ng³ 7/7
Philip Price 8/8
Robin Stewart 8/8
Amy Yip⁴ 2/3
1 Annual scheduled meetings only.
2 Louise Murray stepped down from the Board with effect from 30 June 2023.
3 Edmund Ng stepped down from the Board with effect from 31 October 2023.
4 Amy Yip was appointed to the Board with effect from 1 September 2023. Amy was
unable to attend one Board meeting due to a prior arranged commitment.
How the Board spent its time during the year in scheduled meetings
20232022
1
2
3
4
9
5
6
7
8
1
2
3
4
9
5
6
7
8
Gender
Current reporting year (2023) Male Female
Not
Disclosed
Board 6 (60%) 4 (40%) 0 (0%)
Executive management¹ 16 (80%) 4 (20%) 0 (0%)
1 Includes Company Secretary in compliance with the definition of executive
management set out in FCA Listing Rule 9.8.6 (10).
Board tenure
Number
0 to 3 years 3
3 to 6 years 7
6+ years 0
TP ICAP GROUP PLC Annual Report and Accounts 202379
Governance report
Compliance with the Code
COMPLIANCE WITH THE UK
CORPORATE GOVERNANCE CODE
As a UK listed company, the Company is
subject to the UK Corporate Governance
Code 2018 (the ‘Code’). The Board
reviewed the Principles and Provisions
of the Code and its compliance with the
Code throughout 2023. Following this
review, the Board is pleased to confirm
that the Company has applied the Code
Principles and complied in full with the
Provisions for the financial year ended
31 December 2023. The Code can be
found on the Financial Reporting Council
(‘FRC’) website, www.frc.org.uk. Further
information on our compliance with the
Code and how the Code Principles have
been applied by reference to each
Provision is set out in the index on
these pages.
Board leadership and Company purpose
The Company should be led by an effective and entrepreneurial
Board that establishes the Company’s purpose, values and strategy,
while ensuring that its responsibilities to its shareholders and
stakeholders, including the workforce, are considered and met.
Provision Further information Page
1 Strategic report 12
Risks 55
Sustainability 18
Governance 76
2 Culture 83
Board activities 79
Workforce remuneration 112 and 117
3 Shareholder engagement 49
4 Significant votes against 111
5 Stakeholder engagement 46
Workforce engagement 48
6 Whistleblowing 28 and 104
7 Managing conflicts of interest 98
8 Board meetings 89
Division of responsibilities
The Board, led by the Board Chair who is responsible for its
effectiveness, should be comprised of Non-executive and Executive
Directors who hold a diverse set of skills, experience and backgrounds.
They each receive a comprehensive induction, have sufficient time
to meet their Board responsibilities, and receive support from the
Group Company Secretary, all of which enable them to carry out
their duties effectively.
Provision Further information Page
9 Division of responsibilities 88
The Chair biography 84
10 Independence of Directors 98
11 Board composition 95
12 Senior Independent Director 88
13 Non-executive Directors 88
14 Role of the Board 88
Division of responsibilities 88
15 Director biographies and external
appointments 84 to 87
16 Group Company Secretary 88
Index of Code Disclosures
TP ICAP GROUP PLC Annual Report and Accounts 202380
Composition, succession and evaluation
Companies should have an effective succession plan in place for
both the Board and for members of senior management. This
should take into consideration the skills, experience and knowledge
needed for maximum effectiveness. The Board, and the Directors
individually, should be evaluated yearly. Annual evaluation of the
Board should consider its composition, diversity and its effectiveness.
Individual evaluations should demonstrate whether each Director
continues to contribute effectively.
Provision Further information Page
17 Nominations & Governance
Committee – Membership
and report 94
18 Election and re-election of Directors 98
19 Director biographies 84 to 87
20 Board member recruitment 95
21 and 22 Board evaluation 91
23 Report of the Nominations &
Governance Committee 94
Audit, risk and internal control
The Board is responsible for determining the nature and extent
of the principal risks the Company is willing to take in achieving
its strategic objectives, and oversees the risk management and
internal control systems in place with the support of the Audit
and Risk Committees. The Board is also responsible for the
establishment of policies which ensure the independence and
effectiveness of both internal and external audit functions.
Provision Further information Page
24 Audit Committee – Composition
and report 100
25 Key responsibilities of the Audit
Committee 102
26 Audit Committee Report 100
27 Fair, balanced and understandable
assessment 102
28 Principal risks and uncertainties 55
29 Risk Committee – Risk management
and internal control
106
105
30 Going concern 54
31 Viability statement 54
Remuneration
Executive Directors’ remuneration has been designed to promote
the long-term sustainable success of the Company. No Executive
Director is involved in deciding their own remuneration.
Provision Further information Page
32 Remuneration Committee –
Composition and report 110 to 113
33 Remuneration Policy 115
34 Non-executive Director
remuneration 127
35 Advice provided to the
Remuneration Committee 129
36 Shareholding requirements –
Remuneration Policy statement 125
37 and 38 Remuneration Policy 115
39 Executive Directors’ service
agreements and loss of office
entitlements 98
40 and 41 Report of the Remuneration
Committee 110
The UK Corporate Governance Code 2024
On 22 January 2024, following a consultation process which the
Group responded to, the FRC has advised some minimal changes to
the Code (the ‘2024 Code’) and these will apply to financial years
beginning on or after the 1 January 2025. The Board will consider
the appropriate response to these changes, including the ‘Audit
Committees and External Audit: Minimum Standard’ in the Group’s
2025 Annual Report.
Promoting the success of the Company
TP ICAP Group plc is a Jersey registered company and therefore its
Directors are not subject to the UK Companies Act 2006 requirements,
in particular s172(1) duties. Nevertheless the Board promotes the
success of the Company for the benefit of our members as a whole,
recognising that a broad range of stakeholders are material to the
long-term success of the business. Details of how the Board has
engaged with its key stakeholders and considered their interests
in Board discussions and in decision-making are explained on
pages 46 to 53.
Index of Code Disclosures
TP ICAP GROUP PLC Annual Report and Accounts 202381
Governance report
Board Chair’s governance letter
Dear fellow shareholder,
On behalf of the Board, I am pleased to present the Corporate
Governance Report for the year ended 31 December 2023.
Our commitment to good corporate governance
Throughout 2023, the main Board and its Committees have ensured
effective corporate governance arrangements remain in place in
order to support the continued success of the Group and create
long-term sustainable value for our shareholders and wider
stakeholders. The Board understands that good governance allows
for stronger decision-making, improved mechanisms for internal
controls and risk mitigation, an enhanced focus on compliance,
and a strong focus on environmental and social matters. Good
governance also includes effective oversight of the Board, which
is crucial in ensuring that the Board has the right balance of
knowledge and skills to achieve the Group’s strategic priorities,
as well as to respond to any opportunities or challenges presented
to the Group.
Compliance with the Code
Each year we review our governance framework with reference to
the 2018 UK Corporate Governance Code (the ‘Code’), and a
statement of compliance with the Code is set out on pages 80 and 81.
The Board will consider the appropriate response to 2024 Code in
the Group’s 2025 Annual Report.
Board meetings and activity
In 2023, the Board considered several key areas covering strategy
formulation, implementation and monitoring, technology, workforce
development, operational expertise, financial performance,
corporate governance, ESG and stakeholder engagement. Further
detail on the key items discussed and time spent by the Board on
these and other matters is set out in the Corporate governance
report on pages 79 and 90.
Richard Berliand
Board Chair
TP ICAP GROUP PLC Annual Report and Accounts 202382
Board Composition
The structure, size and composition of the Board and its Committees,
is kept under constant review. As part of this review on 24 July 2023,
I was pleased to be able to announce the appointment of Amy Yip
to the Board as an Independent Non-executive Director and APAC
Workforce Engagement Director with effect from 1 September 2023.
Further details about Amy’s appointment and induction can be
found on page 95.
The Nominations & Governance Committee oversees the refreshment
of the Board and its Committees and, in assisting and advising the
Board, the Committee seeks to maintain an appropriate balance
of skills, knowledge, independence, experience, time commitment
and diversity of the Board, whilst taking into account the Group’s
strategic priorities, its challenges and opportunities, all relevant
corporate governance standards, and associated guidance on
Board composition.
Board and Committee effectiveness
As Chair, my principal objective is to develop and lead an effective
Board for the benefit of our shareholders and wider stakeholders.
The Board undertakes a review of its effectiveness each year and
appoints an independent external adviser every third year, as
recommended by the Code. During 2023, an internal review was
carried out by the Group Company Secretary. I am pleased to
report that the Board and its Committees were considered to be
effective. Further details of the review and its outputs can be found
on pages 91 to 93 of this report.
Stakeholder engagement
In fulfilling its duty to promote the success of the Company for the
benefit of its shareholders and wider stakeholders, the Board
continues to engage with our stakeholders whilst having regard
to their interests and to the impacts and consequences of Board
decisions. Further detail on stakeholder engagement can be found
on pages 46 to 53 of the Strategic Report where we have provided
an equivalent to a s172(1) UK Companies Act 2006 statement,
albeit there is currently no such reporting requirement under the
Companies (Jersey) Law 1991.
There has also been continued engagement in 2023 with our
employees. During the year the Board received briefings from the
Workforce Engagement Non-executive Directors on their findings
from the workforce meetings held and the subsequent actions
agreed and being implemented by the Regional CEOs. Our
Non-executive Directors attended workforce engagement meetings
in person and via teleconference in Australia, Japan, New York,
and London.
Purpose, culture and values
The Board recognises the importance of its role in setting the
tone of the Group’s culture aligning it with our purpose, vision,
mission and strategy, and embedding it throughout the Group.
The Board aims to foster an open and collaborative culture based
on our mission and purpose supporting decisions that are best
for our shareholders, whilst having regard to the interests of our
other stakeholders. Further details of about our purpose, vision
and mission can be found in the Sustainability chapter on pages
18 to 29.
In 2022 following feedback from employee engagement forums,
workshops and town-halls, the core values of the Group were
refreshed and our new Triple A values (Accountable, Adaptable and
Authentic) were launched. Work has continued into 2023 to further
embed the new values into the daily lives of our employees.
A sustainable business
Beyond corporate governance, the Board acknowledges its other
key responsibilities, in particular as they relate to ESG matters.
Much progress has been made on these matters over the last year.
Of particular note was the improved MCSI rating (BBB to A), which
validated the hard work that the Group had undertaken with
respect to ESG. Further information on the Group’s approach to
ESG matters can be found in our Sustainability chapter on pages
18 to 29.
Annual General Meeting
Our 2024 AGM will be held on 15 May 2024 at 2.15pm BST. Full
details including the resolutions to be proposed to our shareholders
can be found in the Notice of AGM which will be made available on
our corporate website.
The outcome of the resolutions put to the AGM will be published on
the London Stock Exchange’s and the Company’s website once the
AGM has concluded.
Richard Berliand
Board Chair
12 March 2024
TP ICAP GROUP PLC Annual Report and Accounts 202383
Governance report
Board of Directors
Our Directors bring diversity of skills,
knowledge, experience and outlook
which we believe creates greater value,
leads to better decision-making and
promotes the long-term sustainable
success of the Company.
A
Audit Committee
N
Nominations & Governance Committee
R
Remuneration Committee
Ri
Risk Committee
Chair
Member
W
Workforce Engagement Director
E
ESG Engagement Director
External appointments: all listed and regulated
external appointments are disclosed.
Appointed
19 March 2019 and Chair
with effect from 15 May 2019
Appointed
1 February 2021
Appointed
10 July 2018
Appointed
10 July 2018
Committee appointments
N
R
Committee appointments
A
N
Ri
Committee appointments
None
Committee appointments
None
Board skills and experience
Richard combines a detailed understanding
of the financial services industry and its
challenges and opportunities with a diverse
range of senior board leadership experience,
having held roles as Senior Independent
Director and Deputy Chair at other listed
financial institutions. Through his broad
business experience and previous external
roles Richard brings extensive external
insight, a deep understanding of relevant
issues and the strong corporate governance
expertise required to lead an effective Board
and develop its strategy. He also brings
considerable experience of engagement
with key stakeholders of the business.
Board skills and experience
Kath brings to the Board a wealth of
experience in global financial services with
over 25 years in executive roles based in
Hong Kong, London, Singapore and Zurich.
Her responsibilities spanned risk, legal and
compliance, operations, IT, brand, HR and
strategy. More recently as a Non-executive
Kath has gained broad experience on the
main boards of a number of companies,
chairing Board committees and acting as
Senior Independent Director. Kath is a
current member of Chapter Zero and was
appointed our Senior Independent Director
in March 2023.
Board skills and experience
Nicolas’ extensive experience across the
global broking industry complements his
in-depth knowledge of the Group’s
operations and markets, and enables him to
lead the business and be a key contributor
to the Board. Nicolas continues to lead the
implementation and development of the
Board’s strategy and identifies new
opportunities for the continued future
growth of the business. He maintains
a productive dialogue with institutional
investors and other key stakeholders of
the business.
Board skills and experience
Robin brings to the Board financial
expertise coupled with strong leadership
skills developed both within TP ICAP and
the wider industry over more than 20 years.
His comprehensive knowledge of the
financial position of the Group enables him
to make a strong contribution to the Board
and when engaging with investors and
other stakeholders. He helps to drive the
operational performance of the business
and provides valuable expertise in financial
risk management.
Career
Richard had a 23-year career at J.P. Morgan
where he served most recently as Managing
Director leading the global cash equities
and prime services businesses. He was
previously a member of the board of
directors of Rothesay Life plc and a member
of Deutsche Börse AG’s Supervisory Board.
Career
Kath was previously Global COO,
Wholesale Banking for Standard Chartered
Bank plc. Prior to that Kath spent over 20
years at UBS in a variety of senior roles
including Global Head of Compliance. Kath
was previously a Non-executive Director
and Chair of the Risk Committee of Brewin
Dolphin Holdings plc, and a Non-executive
Director and Remuneration Committee
Chair of RSA Insurance Group plc.
Career
Nicolas has held senior managerial roles
at MATIF (later Euronext), FIMAT (part of
Société Générale Group) and most recently
prior to joining TP ICAP, as Chief Executive
of Newedge Group. Before his current
appointment, he was CEO of TP ICAP’s
largest business, Global Broking. Nicolas
has also held directorship roles in Europe,
Asia and the Americas at the Futures and
Options Association (UK), Futures Industry
Association (USA), Citic/Newedge (China)
and Altura (Spain).
Career
Robin started his career at Arthur Andersen
and after that he spent 13 years at Dresdner
Kleinwort where he was director and deputy
head of tax. He joined the Group originally
as Head of Tax in 2003 and has since held
the roles of Head of Group Finance and Tax,
Group Financial Controller and Deputy
Chief Financial Officer.
External appointments
Senior Independent Director and member
of the Remuneration, Nomination and
Audit & Risk Committees of Man Group plc.
Chair of Saranac Partners Limited.
External appointments
Non-executive Director, Remuneration
Committee chair, and member of the Audit
and Nomination Committees of United
Utilities Group plc. Independent Non-
executive Director of two regulated
subsidiaries, and also Audit Committee
chair of one, in the Columbia Threadneedle
Group. Chair of the Board of Brown Shipley
& Co Limited.
External appointments
None
External appointments
None
Richard Berliand
Board Chair
Skills, knowledge, experience
Score %
Banking 26 87%
Trading/Broking 26 87%
Accounting 19 63%
Operational 20 67%
Digital & Technology 15 50%
Regulatory 27 90%
Risk Management 25 83%
Audit 20 67%
Strategy 25 83%
Corporate Governance 26 87%
Corporate Transactions 23 70%
Remuneration Policy & Practices 22 73%
Sustainability & ESG (including climate change) 16 53%
Note: The ‘Score’ of skills, knowledge, experience held by each Director is assessed
utilising a 0-3 rating (0: None | 1: Can Navigate | 2: Competent | 3: Expert) on an
individual basis, providing a maximum score of 30 per item.
TP ICAP GROUP PLC Annual Report and Accounts 202384
Kath Cates
Senior Independent Director
Risk Committee Chair
Appointed
19 March 2019 and Chair
with effect from 15 May 2019
Appointed
1 February 2021
Appointed
10 July 2018
Appointed
10 July 2018
Committee appointments
N
R
Committee appointments
A
N
Ri
Committee appointments
None
Committee appointments
None
Board skills and experience
Richard combines a detailed understanding
of the financial services industry and its
challenges and opportunities with a diverse
range of senior board leadership experience,
having held roles as Senior Independent
Director and Deputy Chair at other listed
financial institutions. Through his broad
business experience and previous external
roles Richard brings extensive external
insight, a deep understanding of relevant
issues and the strong corporate governance
expertise required to lead an effective Board
and develop its strategy. He also brings
considerable experience of engagement
with key stakeholders of the business.
Board skills and experience
Kath brings to the Board a wealth of
experience in global financial services with
over 25 years in executive roles based in
Hong Kong, London, Singapore and Zurich.
Her responsibilities spanned risk, legal and
compliance, operations, IT, brand, HR and
strategy. More recently as a Non-executive
Kath has gained broad experience on the
main boards of a number of companies,
chairing Board committees and acting as
Senior Independent Director. Kath is a
current member of Chapter Zero and was
appointed our Senior Independent Director
in March 2023.
Board skills and experience
Nicolas’ extensive experience across the
global broking industry complements his
in-depth knowledge of the Group’s
operations and markets, and enables him to
lead the business and be a key contributor
to the Board. Nicolas continues to lead the
implementation and development of the
Board’s strategy and identifies new
opportunities for the continued future
growth of the business. He maintains
a productive dialogue with institutional
investors and other key stakeholders of
the business.
Board skills and experience
Robin brings to the Board financial
expertise coupled with strong leadership
skills developed both within TP ICAP and
the wider industry over more than 20 years.
His comprehensive knowledge of the
financial position of the Group enables him
to make a strong contribution to the Board
and when engaging with investors and
other stakeholders. He helps to drive the
operational performance of the business
and provides valuable expertise in financial
risk management.
Career
Richard had a 23-year career at J.P. Morgan
where he served most recently as Managing
Director leading the global cash equities
and prime services businesses. He was
previously a member of the board of
directors of Rothesay Life plc and a member
of Deutsche Börse AG’s Supervisory Board.
Career
Kath was previously Global COO,
Wholesale Banking for Standard Chartered
Bank plc. Prior to that Kath spent over 20
years at UBS in a variety of senior roles
including Global Head of Compliance. Kath
was previously a Non-executive Director
and Chair of the Risk Committee of Brewin
Dolphin Holdings plc, and a Non-executive
Director and Remuneration Committee
Chair of RSA Insurance Group plc.
Career
Nicolas has held senior managerial roles
at MATIF (later Euronext), FIMAT (part of
Société Générale Group) and most recently
prior to joining TP ICAP, as Chief Executive
of Newedge Group. Before his current
appointment, he was CEO of TP ICAP’s
largest business, Global Broking. Nicolas
has also held directorship roles in Europe,
Asia and the Americas at the Futures and
Options Association (UK), Futures Industry
Association (USA), Citic/Newedge (China)
and Altura (Spain).
Career
Robin started his career at Arthur Andersen
and after that he spent 13 years at Dresdner
Kleinwort where he was director and deputy
head of tax. He joined the Group originally
as Head of Tax in 2003 and has since held
the roles of Head of Group Finance and Tax,
Group Financial Controller and Deputy
Chief Financial Officer.
External appointments
Senior Independent Director and member
of the Remuneration, Nomination and
Audit & Risk Committees of Man Group plc.
Chair of Saranac Partners Limited.
External appointments
Non-executive Director, Remuneration
Committee chair, and member of the Audit
and Nomination Committees of United
Utilities Group plc. Independent Non-
executive Director of two regulated
subsidiaries, and also Audit Committee
chair of one, in the Columbia Threadneedle
Group. Chair of the Board of Brown Shipley
& Co Limited.
External appointments
None
External appointments
None
Nicolas Breteau
Executive Director and
Chief Executive Officer
Robin Stewart
Executive Director and
Chief Financial Officer
TP ICAP GROUP PLC Annual Report and Accounts 202385
Governance report
Board of Directors
continued
Appointed
3 September 2018
Appointed
1 January 2021
Appointed
16 March 2020
Appointed
15 January 2018
Appointed
16 March 2020
Appointed
1 September 2023
Committee appointments
None
Committee appointments
N
R
E
Committee appointments
A
N
Ri
Committee appointments
N
R
Ri
W
Committee appointments
N
Ri
W
Committee appointments
A
N
R
W
Board skills and experience
Philip has over 35 years’ experience gained
in senior executive roles in the corporate
and financial services sector. His knowledge
and expertise enables him to bring a
valuable perspective to the Board’s
consideration of risk, governance, legal and
compliance issues and he is able to provide
the Board with insight as to the dynamic
and complex regulatory environment in
which TP ICAP operates. Having spent his
career variously in London, Europe and
Asia, Philip also brings an understanding
and insight into a number of the Group’s key
operating markets.
Board skills and experience
Tracy brings to the Board considerable
international banking and financial
services experience spanning 35 years, most
recently serving as a Director of Standard
Chartered Bank U.K. for seven years. Her
non-executive appointments including as
Remuneration Committee Chair, previously
for eaga plc and Sky plc and currently for
Haleon plc and Starling Bank, demonstrate
her suitability to chair the Remuneration
Committee. Tracy also has relevant
experience in the area of ESG, having
previously been responsible for Corporate
Affairs and Sustainability at Standard
Chartered and being a current member of
Chapter Zero, which is valuable in her role
as ESG Engagement Director.
Board skills and experience
Angela brings substantial experience to
the Board, both from her executive career,
as well as from her other Non-executive
Director roles in financial services. She is
a Fellow of the Institute of Chartered
Accountants in England and Wales and
delivers scrutiny and oversight to the Board
from her extensive experience of audit of
multinational and listed companies.
Board skills and experience
Michael brings to the Board significant
knowledge of financial markets, both in the
USA and the UK, as well as expertise in
international financial management from
his long career in financial services. His
prior experience of operations and risk
management at senior level was invaluable
in his role as interim Chair of the Risk
Committee. Michael was also our Senior
Independent Director from May 2021 to
March 2023. As Workforce Engagement
Director, his perspective ensures that he
understands and brings the views of
employees in the Americas region to
Board discussions.
Board skills and experience
Mark draws on his extensive experience
of capital markets and exchanges from
his executive career in the industry.
His knowledge of large-scale technology
infrastructure, operations and oversight
of operational transformation in several
international exchanges and trading
platforms is invaluable to the Board. As
Workforce Engagement Director for EMEA,
Mark’s engagement with colleagues brings
the perspectives of EMEA employees to
Board discussions.
Board skills and experience
Amy has a deep understanding, extensive
skills and experience in asset management,
banking, insurance, and regulation
following a career spanning more than
45 years with global players in China and
South-east Asia. She was formerly a
member of the Supervisory Board of
Deutsche Börse AG, Temenos Group AG,
Fidelity Funds, and an Executive Director of
Reserves Management at the Hong Kong
Monetary Authority. Amy continues to act
as an advisor to Vita Green, Hong Kong.
Since 2011 Amy has been a founding
partner of RAYS Capital Partners, a SFC
registered Hong Kong based investment
management company specialising in
Asian capital markets.
Career
Prior to joining the Group as Group General
Counsel and Global Head of Compliance in
2015, Philip held senior executive roles in UK
listed companies, investment banks and the
alternative investment sector. Philip is
admitted as a Solicitor of the Senior Courts
of England & Wales.
Career
As well as having been Director of Standard
Chartered Bank U.K. from January 2013
until 31 December 2020, Tracy served as
Non-executive Director of Standard
Chartered First Bank in Korea, Zodia
Holdings Limited and Zodia Custody Ltd.
She has also chaired the boards of Standard
Chartered Bank AG and Standard
Chartered Yatirim Bankasi Turk A.S. She
was also Non-executive Director of Inmarsat
plc, China Britain Business Council and
TheCityUK.
Career
Angela, a chartered accountant, was a
Partner specialising in financial services
at PricewaterhouseCoopers for 20 years,
during which time she led the Insurance and
Investment Management Division. She has
previously served in Non-executive Director
roles at Beazley plc, Swinton Group Limited,
Openwork Holdings, and River and
Mercantile Group plc.
Career
During a distinguished career, Michael
served as Global Co-Head of the Fixed
Income Sales and Trading Division for 28
years at Morgan Stanley, both in New York
and London. He was also a member of
Morgan Stanley’s Operating, Management
and Risk Management Committees. Until
recently Michael served as a Non-executive
Director of Legal & General, Investment
Management Americas, and Chairman
of the US Securities and Exchange
Commission Fixed Income Market Structure
Advisory Committee.
Career
Mark was President of Cboe Europe until his
retirement in early 2020. Prior to that he
was Chief Executive Officer at Bats Global
Markets in Europe, Managing Director,
Market Solutions at LIFFE and Managing
Director Global Technology at Deutsche
Bank GCI. Mark was also a board member
of EuroCCP NV and was a member of the
ESMA Securities and Markets Stakeholder
Group and Securities and Markets
Consultative Working Group.
Career
From 2006 to 2010, Amy was Chief
Executive Officer of DBS Bank (Hong Kong)
Limited, Head of its wealth management
group and previously Chair of DBS asset
management. Prior to that, Amy held
various senior positions at the Hong Kong
Monetary Authority, Rothschild Asset
Management and Citibank Private Bank.
In Amy’s early career she worked for a
number of leading global financial
institutions including the Morgan
Guaranty Trust Company of New York.
External appointments
None
External appointments
Senior Independent Director and
Remuneration Committee Chair of Starling
Bank Limited. Non-executive Director and
Remuneration Committee Chair of
Haleon plc.
External appointments
Council Member and Chair of the Audit
Committee of Lloyds of London Limited.
Independent Non-executive Director and
Chair of the Audit Committee for both
MUFG Securities EMEA plc and the London
branch of MUFG Bank Ltd.
External appointments
Chairman of Deutsche Bank USA and
Deutsche Bank Trust Company Americas.
External appointments
None
External appointments
Independent Non-executive Director and
Audit Committee member of Prudential plc.
Non-executive Director and Asia Advisory
Board member of EFG International AG
(including its subsidiary, EFG Bank AG).
Non-executive Director of AIG Insurance
Hong Kong Limited. Founding partner of
RAYS Capital Partners Limited.
Tracy Clarke
Independent Non-executive Director
Remuneration Committee Chair
Angela Crawford-Ingle
Independent Non-executive Director
Audit Committee Chair
Philip Price
Executive Director and
Group General Counsel
TP ICAP GROUP PLC Annual Report and Accounts 202386
Appointed
3 September 2018
Appointed
1 January 2021
Appointed
16 March 2020
Appointed
15 January 2018
Appointed
16 March 2020
Appointed
1 September 2023
Committee appointments
None
Committee appointments
N
R
E
Committee appointments
A
N
Ri
Committee appointments
N
R
Ri
W
Committee appointments
N
Ri
W
Committee appointments
A
N
R
W
Board skills and experience
Philip has over 35 years’ experience gained
in senior executive roles in the corporate
and financial services sector. His knowledge
and expertise enables him to bring a
valuable perspective to the Board’s
consideration of risk, governance, legal and
compliance issues and he is able to provide
the Board with insight as to the dynamic
and complex regulatory environment in
which TP ICAP operates. Having spent his
career variously in London, Europe and
Asia, Philip also brings an understanding
and insight into a number of the Group’s key
operating markets.
Board skills and experience
Tracy brings to the Board considerable
international banking and financial
services experience spanning 35 years, most
recently serving as a Director of Standard
Chartered Bank U.K. for seven years. Her
non-executive appointments including as
Remuneration Committee Chair, previously
for eaga plc and Sky plc and currently for
Haleon plc and Starling Bank, demonstrate
her suitability to chair the Remuneration
Committee. Tracy also has relevant
experience in the area of ESG, having
previously been responsible for Corporate
Affairs and Sustainability at Standard
Chartered and being a current member of
Chapter Zero, which is valuable in her role
as ESG Engagement Director.
Board skills and experience
Angela brings substantial experience to
the Board, both from her executive career,
as well as from her other Non-executive
Director roles in financial services. She is
a Fellow of the Institute of Chartered
Accountants in England and Wales and
delivers scrutiny and oversight to the Board
from her extensive experience of audit of
multinational and listed companies.
Board skills and experience
Michael brings to the Board significant
knowledge of financial markets, both in the
USA and the UK, as well as expertise in
international financial management from
his long career in financial services. His
prior experience of operations and risk
management at senior level was invaluable
in his role as interim Chair of the Risk
Committee. Michael was also our Senior
Independent Director from May 2021 to
March 2023. As Workforce Engagement
Director, his perspective ensures that he
understands and brings the views of
employees in the Americas region to
Board discussions.
Board skills and experience
Mark draws on his extensive experience
of capital markets and exchanges from
his executive career in the industry.
His knowledge of large-scale technology
infrastructure, operations and oversight
of operational transformation in several
international exchanges and trading
platforms is invaluable to the Board. As
Workforce Engagement Director for EMEA,
Mark’s engagement with colleagues brings
the perspectives of EMEA employees to
Board discussions.
Board skills and experience
Amy has a deep understanding, extensive
skills and experience in asset management,
banking, insurance, and regulation
following a career spanning more than
45 years with global players in China and
South-east Asia. She was formerly a
member of the Supervisory Board of
Deutsche Börse AG, Temenos Group AG,
Fidelity Funds, and an Executive Director of
Reserves Management at the Hong Kong
Monetary Authority. Amy continues to act
as an advisor to Vita Green, Hong Kong.
Since 2011 Amy has been a founding
partner of RAYS Capital Partners, a SFC
registered Hong Kong based investment
management company specialising in
Asian capital markets.
Career
Prior to joining the Group as Group General
Counsel and Global Head of Compliance in
2015, Philip held senior executive roles in UK
listed companies, investment banks and the
alternative investment sector. Philip is
admitted as a Solicitor of the Senior Courts
of England & Wales.
Career
As well as having been Director of Standard
Chartered Bank U.K. from January 2013
until 31 December 2020, Tracy served as
Non-executive Director of Standard
Chartered First Bank in Korea, Zodia
Holdings Limited and Zodia Custody Ltd.
She has also chaired the boards of Standard
Chartered Bank AG and Standard
Chartered Yatirim Bankasi Turk A.S. She
was also Non-executive Director of Inmarsat
plc, China Britain Business Council and
TheCityUK.
Career
Angela, a chartered accountant, was a
Partner specialising in financial services
at PricewaterhouseCoopers for 20 years,
during which time she led the Insurance and
Investment Management Division. She has
previously served in Non-executive Director
roles at Beazley plc, Swinton Group Limited,
Openwork Holdings, and River and
Mercantile Group plc.
Career
During a distinguished career, Michael
served as Global Co-Head of the Fixed
Income Sales and Trading Division for 28
years at Morgan Stanley, both in New York
and London. He was also a member of
Morgan Stanley’s Operating, Management
and Risk Management Committees. Until
recently Michael served as a Non-executive
Director of Legal & General, Investment
Management Americas, and Chairman
of the US Securities and Exchange
Commission Fixed Income Market Structure
Advisory Committee.
Career
Mark was President of Cboe Europe until his
retirement in early 2020. Prior to that he
was Chief Executive Officer at Bats Global
Markets in Europe, Managing Director,
Market Solutions at LIFFE and Managing
Director Global Technology at Deutsche
Bank GCI. Mark was also a board member
of EuroCCP NV and was a member of the
ESMA Securities and Markets Stakeholder
Group and Securities and Markets
Consultative Working Group.
Career
From 2006 to 2010, Amy was Chief
Executive Officer of DBS Bank (Hong Kong)
Limited, Head of its wealth management
group and previously Chair of DBS asset
management. Prior to that, Amy held
various senior positions at the Hong Kong
Monetary Authority, Rothschild Asset
Management and Citibank Private Bank.
In Amy’s early career she worked for a
number of leading global financial
institutions including the Morgan
Guaranty Trust Company of New York.
External appointments
None
External appointments
Senior Independent Director and
Remuneration Committee Chair of Starling
Bank Limited. Non-executive Director and
Remuneration Committee Chair of
Haleon plc.
External appointments
Council Member and Chair of the Audit
Committee of Lloyds of London Limited.
Independent Non-executive Director and
Chair of the Audit Committee for both
MUFG Securities EMEA plc and the London
branch of MUFG Bank Ltd.
External appointments
Chairman of Deutsche Bank USA and
Deutsche Bank Trust Company Americas.
External appointments
None
External appointments
Independent Non-executive Director and
Audit Committee member of Prudential plc.
Non-executive Director and Asia Advisory
Board member of EFG International AG
(including its subsidiary, EFG Bank AG).
Non-executive Director of AIG Insurance
Hong Kong Limited. Founding partner of
RAYS Capital Partners Limited.
Mark Hemsley
Independent Non-executive Director
Amy Yip
Independent Non-executive Director
Michael Heaney
Independent Non-executive Director
TP ICAP GROUP PLC Annual Report and Accounts 202387
Governance report
Corporate governance report
The role of the Board and its Committees
The Board is collectively responsible for the effective oversight of
the Company and the long-term success of its business. The formal
Schedule of Matters Reserved for the Board describes the role and
responsibilities of the Board in full and is subject to annual review.
The Board delegates some of its responsibilities to the Audit,
Nominations & Governance, Risk, and Remuneration Committees,
through agreed Terms of Reference which are subject to annual
review. The responsibilities of each Committee are described in
the governance framework on page 78 and in the relevant
Committee reports.
Responsibilities are also delegated by the Board to the Disclosure
Committee through agreed Terms of Reference which are subject
to annual review. The Disclosure Committee is responsible for
considering on an ongoing basis, in accordance with legal
and regulatory obligations and the Group Disclosure Policy,
whether any recent developments in the Group’s business are
such that a disclosure obligation has, or may, arise and makes
recommendations to the Board as appropriate.
The Group has a matrix management structure. The Board also
delegates responsibility for the day-to-day operational management
of the Company to the Chief Executive Officer, who is supported by
the Group Executive Committee (‘ExCo’), the Group Operating
Committee (‘GOC’), the Group Risk and Compliance Committee
(‘GRCC’) and the Group Strategy Committee (‘GSC’). The ExCo is
chaired by the Chief Executive Officer, the GOC is chaired by the
Group Chief Operating Officer, the GRCC is chaired by the Group
General Counsel and the GSC is chaired by the Group Head of
Strategy. The Committee responsibilities are described in the
governance framework on page 78.
The Group’s Chief Operating Decision Maker (‘CODM’) is the ExCo
which operates as a general executive management committee
under the direct authority of the Board. The ExCo members regularly
review operating activity on a number of bases, including by
business division and by legal ownership which is structured
geographically based on the region of incorporation for TP ICAP’s
legacy entities plus Liquidnet. This business division view is now
considered to represent the more appropriate view for the purposes
of Group resource allocation and assessment of the nature and
financial effects of the business activities in which the Group
engages, and is consistent with the information reviewed by the
CODM. In order to support local regulatory compliance, each
regional Sub-group has its own independent governance structure
including CEOs, board members and Sub-Group regional Risk and
Compliance Committees with separate autonomy of decision-
making and the ability to challenge the implementation of Group
level strategy and initiatives within its region. In the EMEA Sub-
Group, in particular, there are also independent Non-executive
Directors on the regional Board of directors that further strengthens
the independence and judgement of the governance framework.
Group Governance Manual and policies
The Group’s governance framework, approved by the Board, sets
out the decision-making and reporting lines across the Group and
authority levels delegated by the Board to certain Committees,
individual Directors and senior management. This is documented
in the Group Governance Manual, which sets out the governance
framework in relation to the Group’s central and Sub-Group
governance structures, as described above and shown on page 78.
Within the framework there is emphasis on the maintenance of
regulatory deconsolidation and the separation of mind and
management between the Group and each Sub-Group.
The Group Governance Manual documents the operation and
governance of the Group’s UK regulated entities within the EMEA
Sub-Group, taking into consideration governance and regulatory
developments, including the Senior Managers and Certification
Regime. The Group Governance Manual and appended
documentation, which includes the Group’s responsibilities with
respect to the Task Force on Climate-rated Financial Disclosures
(‘TCFD’) is subject to annual review and was revised in 2023 to
better reflect the way the Group’s governance is operated.
The Company has clearly defined policies, processes, procedures
and controls which are subject to continuous review in order to meet
the requirements of the business, the regulatory environment and
the market. Ultimate decision-making on matters affecting a legal
entity is reserved for that legal entity board.
Division of responsibilities
The roles of the Board Chair, Chief Executive Officer and Senior
Independent Non-executive Director are separate and a formal
statement of division of responsibilities has been adopted by
the Board.
Board Chair: Independent on appointment and leads the Board by
facilitating the effective contribution of all Directors and ensuring
high standards of corporate governance. Chairs the Board meetings,
sets the Board agendas and promotes effective relationships
between the Executive Directors and Non-executive Directors.
Senior Independent Director: Discusses with shareholders any
concerns they have been unable to resolve through the normal
channels of Chair, Chief Executive Officer or Chief Financial Officer,
or for which such contact is inappropriate. Provides a sounding
board for the Chair and is available to act as an intermediary for
other Directors when necessary. Responsible for reviewing the
effectiveness of the Chair.
Chief Executive Officer: Accountable to, and reports to, the Board.
Responsible for developing and implementing the strategy, setting
the cultural tone throughout the organisation and providing
coherent executive leadership in running the Group’s operations
and activities.
Executive Directors: Support the Chief Executive Officer in
developing and implementing the Group strategy and leading the
Company, which is consistent with its purpose, culture and values.
Provide specialist knowledge and experience to the Board.
Non-executive Directors: Independent of management, assist in
developing and approving the strategy. Provide independent
advice and constructive challenge to management, bring relevant
experience and knowledge and serve on the Board Committees.
Support the Chair by ensuring effective governance across the
Group and reviewing the performance of the Executive Directors.
Group Company Secretary: Advises the Board on matters of
corporate governance and ensures that the correct Board procedures
are followed. All members of the Board and Committees have
access to the services and support of the Group Company Secretary.
More online
The Division of Responsibilities
Available on the Company’s website:
https://tpicap.com/tpicap/investors/corporate-governance
TP ICAP GROUP PLC Annual Report and Accounts 202388
Board meetings
The Board has a schedule of eight meetings a year to discuss the
Group’s ordinary course of business in accordance with a detailed
annual forward agenda developed by the Chair and the Group
Company Secretary, and agreed by the Board. Every effort is made
to arrange Board meetings so all Directors can attend. Additional
meetings are arranged on an ad hoc basis as required and while
every effort is made to arrange that all Board members are able
to attend these additional meetings, that is not always possible
as they are often at relatively short notice. All Board and Board
Committee meetings are minuted. These summarise the principal
points discussed during an item’s deliberation and record any
unresolved concerns and actions arising from the discussion.
In addition to the eight scheduled meetings (six full agenda
meetings and two shorter CEO and CFO Report focused meetings)
there were three further ad hoc meetings held at short notice during
2023. In most cases all eligible Board members were able to attend
these additional meetings. In all cases each Non-executive Director
held offline briefings with the Board Chair or Senior Independent
Director in relation to the subject matter.
Keeping the Board informed
The Board and its Committees are provided with appropriate and
timely information. For scheduled meetings, agendas are drafted
based on the previously agreed forward agenda schedule and are
then reviewed to replace or include supplemental items to reflect
current business priorities as determined by the Chief Executive
Officer and the other Executive Directors. Additionally, the Chair
of the Board or the Chairs of each of the Committees have sessions,
in person, by video-conference or exchange of email, with the
Group Company Secretary and relevant function heads to review
the agendas for scheduled meetings.
Wherever possible, agenda items for consideration are
accompanied by written reports and supporting papers. Oral
updates are permitted where matters are progressing at a pace to
ensure the Directors have the most current information available.
Board and Committee papers are circulated sufficiently in advance
of meetings to enable Directors to review them.
The Group has a comprehensive system for financial reporting
on the Group’s financial position and prospects, which is subject
to rigorous review by both internal and external audit. Budgets,
regular forecasts and monthly management accounts including
KPIs, income statements, balance sheets and cash flows are
prepared, and the Board reviews consolidated reports of these.
The Group Company Secretary and Group General Counsel are
responsible for ensuring the Board stays up to date with key changes
in legislation which may affect the Company. There are also
procedures in place for the Board to take independent professional
advice at the Company’s expense, should the need arise.
The Board continually monitors the quality of the information it
receives to ensure it is clear, comprehensive, and helps the Board
to carry out its duties.
Governance case studies
Non-executive Director Induction
Stakeholder consideration: employees, regulators,
clients, shareholders
On appointment, new Directors are provided with a bespoke
and extensive induction programme to fit with their
individual experiences and needs. Our induction programmes
are structured around one-to-one briefings with other Board
members and senior management, with specialised advisor
meetings as appropriate. Topics covered include but are not
limited to: purpose and values; culture and leadership;
governance and stakeholder management; Directors’ legal
and regulatory duties; recovery and resolution planning;
anti-money laundering and anti-bribery; technical and
business briefings; and strategy. Relevant briefing materials
are circulated in advance and new Board members are
encouraged to seek updates on any topics on which they
would like further information. The structure of the
programmes are designed to support good information flows
within the Board and its Committees and are reinforced by
the annual training programme for all Board members.
During 2023, we welcomed two new Non-executive Directors
to the Group: Amy Yip was appointed to the Board, and
Joanna Meager was appointed to the EMEA Sub-Group
HoldCo and the UK Regulated Entities’ boards. The induction
programme for each was tailored to the specific needs of
each board and reflective of the different requirements of the
roles. In her role as APAC Workforce Engagement Director,
Amy’s induction will also include visits to APAC offices.
Similarly, Joanna’s induction featured demonstrations of
key products and software, including Fusion. Not only do
role-specific induction activities support directors in meeting
their statutory duties, it also gives them a comprehensive
introduction to the business and its strategic priorities. New
Board members are encouraged to provide feedback on their
induction, to enable continued improvement and refinement
of induction programmes and additional Director training.
Board engagement in New York
Stakeholder consideration: employees
In October 2023, we were pleased that the Board was able
to visit the Group’s New York City office at Vesey Street. The
three-day visit had a comprehensive itinerary, which allowed
the Board to gain invaluable insight into the day-to-day
operations in the United States and the diverse range of
employees who work there.
The Board and its Committees conducted its scheduled
October meetings, and the agendas for the Audit and Risk
Committees and Board meetings had Americas focussed
sessions. As part of its engagement outside of these
meetings, the Board participated in floor walks to meet
members of different broker desks and business areas, held
lunches with the members of the Americas Accord Networks,
and attended networking events, which allowed the Board
time to meet with those individuals regarded as future
leaders of the Group.
TP ICAP GROUP PLC Annual Report and Accounts 202389
Governance report
Corporate governance report
continued
Key agenda items discussed by the Board
Some of the key strategic priorities and areas discussed and reviewed by the Board in 2023 are shown below:
Strategic and operational priorities Key activities and discussions
Strategy formulation,
implementation and
monitoring
> Regular Chief Executive Officer’s reports and dashboards
> Reports from the Americas region
> Presentations from the business including Energy & Commodities, Parameta Solutions, and Liquidnet
> Post-Brexit planning and implementation
> Dedicated strategy sessions
> Brand strategy and architecture, including purpose statement review
Build and sustain technology
expertise
> Presentations on technology projects
> Deep dive on hub architecture
Develop our people > Culture and conduct initiatives
> Diversity and inclusion
> Employee wellbeing and working environment, including new values
> Employee share plans
> Employee development and engagement
> Gender pay gap review
> Whistleblowing updates, in conjunction with the Audit Committee
Enhance operational
expertise
> Presentation on operations, including updates on business continuity planning
> Internal and external communications strategy
Financial performance,
including results, capital
and liquidity
> Regular Chief Financial Officer’s reports including financial performance
> Three-year financial plan updates
> Financial strategy
> Approval of the 2023 Group Budget and discussion of the 2024 Budget setting process
> Approval of the 2022 year-end results, Annual Report and Accounts, AGM circular and dividends
> Review of Dividend Policy
> Group review of capital and liquidity adequacy
> Approval of interim results and review of trading statements
> Viability statement and going concern
> Analysis on local capital allocations and usage
> EMTN Programme
> Group insurance renewal
Corporate governance and
risk, including regulatory
outcomes
> Reports of the activities of the Audit, Remuneration, Risk, and Nominations & Governance
Committees
> Risk strategy, risk assurance plan and risk appetite statements
> Regular legal and compliance reports
> Presentations from the Chief Risk Officer, including on reinforcing a good risk culture
> Conflicts of interest
> Corporate governance matters, including approval of the renewal of the Chairs three-year term,
Group Governance Manual, Matters Reserved for the Board, Division of Responsibilities, Schedule of
Delegations and Group Expenditure Control Policy
> Corporate governance updates and Code compliance
> Board and Committee evaluation
> Board and Committee Terms of Reference reviews
> Review of Securities Code
> Review of Modern Slavery Statement
> External audit tender process
ESG, including stakeholder
engagement
> The sustainability strategy, KPIs and reports
> Shareholder engagement and feedback
> Investor relations reports and shareholder analysis
> Review of the Charitable Giving Policy
> Climate change and environmental sustainability, including carbon neutral commitment
> Engagement with the FCA and other regulators
> Supplier engagement
> TCFD
> Review of ESG data controls and governance
TP ICAP GROUP PLC Annual Report and Accounts 202390
BOARD EVALUATION AND PERFORMANCE
The Board undertakes an external evaluation every three years, the most recent having taken place in 2022. During 2023 the Nominations
& Governance Committee oversaw an internal Board and Committee evaluation process facilitated by the Group Company Secretary.
The 2023 internal Board and Committees evaluation process is illustrated in the following diagram.
Evaluation process
1. The Board agreed to
carry out an internally
facilitated questionnaire
based Board and
Committee evaluation.
The questionnaire was
designed by the Group
Company Secretary,
taking into account the
FRC’s guidance on Board
Effectiveness, with input
from the Chairs of the
Board and Committees.
The questionnaire
included both qualitative
and quantitative
questions and additional
focus on the performance
of each Committee.
2. In December 2023
the questionnaire was
circulated to all Directors
for completion and
returned to the Group
Company Secretary for
collation. A report with
non-attributed scoring
and comments was
prepared (the ‘Report’).
3. Once completed,
the Report’s findings
and proposed actions
were initially discussed
with the Board Chair
and presented to the
Board also on a
non-attributable basis.
The Report was
discussed at the January
2024 Board meeting
and an action plan
was agreed.
4. Each Board
Committee considered
the evaluation
outcomes relevant to
the Committee at
meetings in March 2023.
TP ICAP GROUP PLC Annual Report and Accounts 202391
Governance report
Corporate governance report
continued
Progress against 2022 actions
The outcome of the 2022 Board evaluation exercise, which was externally facilitated, was reported in detail in last year’s Annual Report.
The main action points arising from that exercise, and actions taken in respect of each, are set out in the table below.
2022 evaluation recommendations Progress made during the year
Continue to improve
Executive Director and Senior
Manager succession and
talent development plans
> Succession planning was considered by the Nominations & Governance Committee at least twice
during 2023 and the Board also took part in a dedicated Board dinner, which focused on succession
planning of senior management.
> Succession plans for each of the Executive Directors were developed and discussed at the Committee.
More detailed succession plans for Senior Management continued to be developed.
> During 2023 a number of talent development initiatives were established as part of the Group’s D&I
five strategic priorities.
Enhance and expand the
Group’s Director induction
processes and annual
training programme
> During 2023 bespoke Director induction programmes were established and delivered to our two new
independent Non-executive Directors.
> Work continues to enhance and extend the bespoke training programme for the Board and its Committee
members, including executive directors across the Group and a number of key training sessions have
been held to help drive further understanding of the Group’s operations and regulatory considerations.
Continue to refine Board and
Committee papers
> Subject to continuous refinement the standard paper templates were updated and made available on
the Group’s intranet.
> Presenters were provided with guidance on how best to present their paper to the Board and its
Committees and feedback was provided following presentations to create a virtuous feedback loop.
> Guidance was provided to a number of key paper authors and this will be developed further in 2024.
Board and Committee effectiveness results
The conclusion of the 2023 internal evaluation process was that the Board and its Committees operated effectively. The evaluation
highlighted that the Board has made some significant positive contributions over the last year, noticeably looking at culture, change,
executive succession planning and oversight of appointments and supporting the continued improvement of papers. Board members
were also considered to be well aligned on the Company’s purpose, values, strategy and wider responsibilities.
The main recommendations arising from the Board evaluation for 2023, and areas of focus for 2024, are set out in the table below.
2023 evaluation recommendations Areas of focus for 2023
Continue to focus on
succession planning for the
Executive Directors and
senior management
> Following the success of the ‘Meet the Board’ sessions in New York in October 2023 further sessions
and opportunities for the Board to meet high potential individuals and members of the senior
management teams across the Group.
> Succession focused Board dinners will be scheduled to take place at least twice a year and the Board
and its Committees will continue to focus on succession planning initiatives throughout the annual
meeting cycle.
Continue to enhance and
further formalise the Director
annual training programme
> To aid the Board and its Committees’ understanding of the business, additional deep dive sessions
(outside of the Board cycle) will be arranged with key business areas.
> The formalised annual training programme will also be extended to key members of senior
management across the Group.
Continue to refine Board and
Committee papers
> Standard paper templates to be further refined, reduced in number and extended to the Group.
> Presenters to the Board and its Committees to be provided with presenter training and feedback from
the Company Secretariat following each meeting to help ensure continuous development of
presenters and presentations to the Board and its Committees.
> Paper author training to be provided to paper authors to enhance the production of concise papers.
> To help streamline reporting and minimise duplication across meetings the Company Secretariat will
analyse the reporting mechanisms across the Group to help ensure items are not duplicated and is
being considered at the most appropriate forum.
TP ICAP GROUP PLC Annual Report and Accounts 202392
Individual performance evaluation
As a separate part of the annual evaluation process, there is a review of the effectiveness and commitment of individual Directors and the
need for any training or development is assessed. This is carried out as follows:
> The Chair meets with the Non-executive Directors to evaluate the performance of the Chief Executive Officer;
> The Chair meets each Non-executive Director individually; and
> The Senior Independent Director and the other Non-executive Directors meet to evaluate the Chair’s performance, having first obtained
feedback from the Chief Executive Officer.
As part of the annual evaluation an individual’s commitment of time to the Company in light of their other commitments, as noted in their
biographies on pages 84 to 87, is reviewed. Each individual’s continued contribution to the Company’s long-term sustainable success is also
considered. In addition, the Chair conducts an interview and assessment of Non-executive Directors as they approach the end of each
three-year term to determine their continued effective contribution and commitment to the role. This process was completed in Q3 2023
for Kath Cates, Tracy Clarke and Michael Heaney in relation to their first three-year term, and each were subsequently recommended to
be appointed for a second three-year term by the Chair and Nominations & Governance Committee.
In March 2024, following a successful annual review of the Chair carried out by the Senior Independent Director, the Nominations &
Governance Committee was pleased to recommend to the Board that the Chair’s three-year term be renewed for a third time. The Board
agreed that the Chair remained independent and, continued to provide effective contribution and commitment to the role and approved
the Committee’s recommendation.
All Directors subject to the annual evaluation were deemed to be effective members of the Board and are recommended for re-election
at the 2024 AGM.
TP ICAP GROUP PLC Annual Report and Accounts 202393
Governance report
Richard Berliand
Chair, Nominations &
Governance Committee
2023 key activities and outcomes
> Board composition, recruitment, and succession planning,
page 95.
> Board and workforce diversity, page 96.
> Senior management succession planning, page 96.
> Board evaluation process, outputs and actions, page 97.
> Senior management succession planning, page 96.
> ESG and Governance matters, including the Group Governance
Manual, page 97.
> Stakeholder engagement activities, including the workforce
engagement programme, page 97.
Please refer to the stated pages for further detail on the
related outcomes.
How the Committee spent its time during
the year in scheduled meetings
% %
2022 2023
1
2
3
4
5
6
8
7
1
2
3
4
5
6
7
8
2022 2023
1 Routine matters 13% 11%
2 Executive Director and senior management
succession planning 5% 7%
3 Stakeholder engagement, diversity, ESG
and culture 29% 35%
4 Group Board skills, experience, and
membership 12% 10%
5 Corporate governance 21% 11%
6 Policies and controls 2% 4%
7 Board Evaluation 6% 13%
8 UK Regulated Entities Board composition 12% 10%
Report of the Nominations & Governance Committee
TP ICAP GROUP PLC Annual Report and Accounts 202394
2023 Committee attendance at scheduled meetings
Committee members
Meetings
attended¹
Richard Berliand 4/4
Kath Cates 4/4
Tracy Clarke 4/4
Angela Crawford-Ingle 4/4
Michael Heaney 4/4
Mark Hemsley 4/4
Louise Murray2 2/2
Edmund Ng3 3/3
Amy Yip4 1/1
1 In addition to the scheduled meetings, one further meeting was held at short
notice to consider corporate governance matters and Non-executive Director
succession. All members were able to attend the additional meeting.
2 Louise Murray resigned from the Board effective 30 June 2023.
3 Edmund Ng resigned from the Board effective 31 October 2023.
4 Amy Yip was appointed to the Board effective 1 September 2023.
Dear fellow shareholder,
I am delighted to present the Nominations & Governance
Committee report which summarises how the Committee has
discharged its responsibilities during the year. Areas of focus this
year included: Board composition and succession planning; Board
and workforce diversity; Board evaluation process, outputs and
actions; senior management succession planning; and Governance
matters, including the embedding of TCFD into our Group
Governance Manual.
In accordance with its Terms of Reference, the Committee also
reviewed and made recommendations in relation to the composition
and remuneration of the Non-executive Director element of the
TP ICAP UK Regulated Entities’ Boards and Committees.
The Committee also discussed the Group’s Governance
arrangements, making recommendations to the Board as how to
continue to comply with the UK Corporate Governance Code and
implement enhancements where identified, as well as consider any
response arising from the corporate governance and audit reforms.
The Group responded to the FRC consultation on the Code reforms
and is overseeing work on enhancements to internal controls to
support Board oversight.
Board composition, recruitment and succession planning
Throughout the year, the Committee has regularly reviewed the
structure, size, and composition of the Board with a view to ensure
an appropriate balance of skills, knowledge, independence,
experience, time commitment, and diversity needed for the Board
to operate effectively, taking in account its strategic priorities and
any challenges or opportunities.
As a part of orderly succession planning, Heidrick & Struggles
(‘H&S’) were appointed as an independent external search agency.
H&S had no other connection to the Company or its Directors. The
Committee spent time considering the appointment of Amy Yip to
the Board following the departure of Louise Murray and retirement
of Edmund Ng. Amy has incredible experience in corporate
strategy, governance, broking, and marketing that makes her an
excellent addition to the Board. The focus of this appointment was
to ensure that the Board continued to operate effectively and have
a balance of skills and experience on the Board, and to promote
ethnic and cultural diversity. The Committee were also pleased to
recommend the appointment of Joanna Meager as an Independent
Non-executive Director for the EMEA Sub-Group HoldCo and UK
Regulated Entities’ Boards following a comprehensive recruitment
process with Sainty Hird appointed as an independent external
search agency. In order to enable Amy and Joanna to effectively
discharge their duties to the Group, the Committee ensured that
they were provided with bespoke, full and comprehensive
inductions. Further detail of the induction process can be found
in the case study on page 89.
The Directors’ biographies and ‘Our Board in numbers’ on pages 84
to 87 and 79 demonstrate the depth and breadth of the Board’s
skills, knowledge, experience and competencies and reflect the
constitution of the Board as at 31 December 2023.
At the year-end the Board comprised ten Directors: three Executive
Directors, six independent Non-executive Directors, and a Non-
executive Chair who was independent on appointment. In
compliance with the Code, over half the Board comprised
independent Non-executive Directors throughout 2023 and this
remains the case as at the date of this report with a total of seven
Non-executive Directors.
More online
The Committee’s Terms of Reference
Available on the Company’s website:
https://tpicap.com/tpicap/investors/corporate-governance
TP ICAP GROUP PLC Annual Report and Accounts 202395
Governance report
Key responsibilities of the Committee
The Board has delegated responsibility to the Committee for:
Board and Committee membership, and succession planning
> Reviewing the balance, skills, knowledge and experience of the
Board and Board Committees;
> Making recommendations to the Board as to necessary and
appropriate adjustments in structure, size and composition of the
Board and its Committees;
> Overseeing succession planning processes for the Board and
senior management; and
> Making recommendations to the Board on all proposed new
appointments, elections and re-elections of Directors at AGMs.
Board performance
> Supervising the Board performance evaluation process; and
> Overseeing any remedial action required as a result of the Board
performance evaluation process concerning the composition of
the Board.
Director independence
> Assessing and making recommendations to the Board in relation
to the independence of Non-executive Directors.
Conflicts and related person transactions
> Reviewing conflicts.
Governance
> Considering various governance matters, including compliance
with the UK Corporate Governance Code and/or other relevant
regulatory regimes; and
> Reviewing key non-pay related workforce policies and
stakeholder engagement mechanisms.
ESG matters
> Reviewing and approving the content of any environmental,
social and governance related statements or policies.
Conduct
> Reviewing and approving the Company’s Code of Conduct,
share dealing code and related policies.
UK Regulated Entities (‘UKREs’)
> Agreeing procedures for the selection of, and making
recommendations to, the UKRE boards on new appointments
of independent Non-executive Directors and considering the
succession planning process for the UKRE boards; and
> Reviewing the balance, skills, knowledge and experience, time
commitment, independence and diversity of the UKRE boards,
and making recommendations as required.
Succession planning
During the year the Committee reviewed and considered
Executive and senior management succession planning, with focus
given to the Group’s talent bench-strength, global succession
outlook and talent diversity. The Committee is pleased to report
that there were several internal promotions, relocations and
external hires made in 2023, which will help the Group to achieve
its strategic aims.
Board and workforce diversity
The Committee regularly considers the diversity of the membership
of the Board, UKREs and wider workforce to ensure progress
against the diversity targets set out in the Parker Review, Hampton-
Alexander guidelines (now the FTSE Women Leaders guidelines)
and the Women in Finance Charter.
The Board’s membership continues to meet the FTSE Women
Leaders guidelines. With respect to succession planning, attention
is given to the application of the changes made to the UK Listing
Rules in relation to gender and ethnic diversity targets. In the
Committee’s consideration of diversity, we look at it in its broadest
sense, not just in respect of gender, but also age, experience,
ethnicity and geographical expertise.
The Women in Finance Charter reflects the UK governments
aspiration to see gender balance at all levels across financial
services organisations. TP ICAP signed the Charter in September
2018. At that time, we had 16% senior female representation within
the business. Our target was to achieve 25% senior women in the
business by the year 2025, with a mid-way target of 20% by the end
of 2022. As of September 2023, we have exceeded our mid-way
target, having achieved 24.82%, and are on track to meet our 2025
target. Further details of our diversity and inclusion commitments
can be found on our website at www.tpicap.com and on page 124
of this report.
Induction
All Directors receive a comprehensive induction on joining the
Board. The process for all newly appointed Directors includes the
appointee receiving a comprehensive induction programme and
briefing with external legal advisers on Directors’ duties, roles and
liabilities, either prior or soon after appointment. Access is provided
to the Board and Committee packs (including minutes and papers)
from previous Board cycles and one-to-one induction meetings are
held with Executive Directors and senior management, including
the Group Company Secretary. Company constitutional, compliance
and governance documentation, as well as information relating to
the Group and governance structure and the expenditure control
framework, is also provided. The Committee seeks feedback on
the induction process from newly appointed members of the Board
with a view to improving the programme. Further detail of the
induction process can be found in the case study on page 89.
Report of the Nominations & Governance Committee
continued
TP ICAP GROUP PLC Annual Report and Accounts 202396
Governance
During 2023 the governance framework for the Group as set out
in the Group Governance Manual (‘Manual’), which continued to
include TCFD requirements, was refined to more fully reflect the
Group’s operations. Further work will be undertaken in 2024 to help
ensure a smooth implementation (where appropriate) of regulatory
and market best practice enhancements to corporate governance
as a whole. The Committee reviewed the revised Manual and
recommended its adoption to the Board. Details of the governance
framework can be found on page 78.
On top of regular governance review items such as the Conflicts
and Relevant Situations Register, Committees’ Terms of Reference,
and reviews of stakeholder engagement and compliance, the
Committee has also considered an internal assessment of the
Company’s compliance with the UK Corporate Governance Code.
The UK Regulated Entities’ governance
During 2023 the Committee reviewed the composition of the
Group’s UK Regulated Entities’ boards and committees. As part of
the consideration, the Committee takes into account the balance of
independence, skills, experience and diversity on the boards. In
relation to the latter, the Committee is committed to ensuring there
is appropriate female representation on the UK Regulated Entities’
boards and considers appropriate diversity targets aligning with
the Group’s diversity and inclusion aspirations.
Independence and capacity are considered by the Committee prior
to an individual being recommended as an Non-executive Director
to the UK Regulated Entities and is reviewed annually. The
Committee also reviews the UK Regulated Entities’ Conflicts and
Relevant Situations Register.
The Group’s UK Regulated Entities’ boards were established in
2020 and reviewed in 2021 as part of the TP ICAP’s redomiciliation
programme. An internal evaluation of the effectiveness of the
boards and their committees was completed in H1 2023. Overall
the review determined that the boards and their committees
remained effective.
Stakeholder engagement
The Committee has considered engagement with a number of key
stakeholders during the year, including discussions of key topics
raised by shareholders and employees. The Committee continues to
monitor progress of the Workforce Engagement Programme including
output actions and have oversight of the implementation process of
the Group’s redefined Triple A values driven by the employee culture
and values survey feedback. Further information on Stakeholder
engagement can be found on pages 46 to 53.
Other areas of the Committee’s consideration
Social and environmental matters
The Committee reviewed and approved the Group’s Parker
Review target. Further information about the work that has been
undertaken in respect of ESG (including the Parker Review target)
can be found in the Sustainability chapter on pages 18 to 29.
Conduct
During 2023, the Committee reviewed the TP ICAP’s Securities
Code, the Group’s Disclosure Policy and the Code of Conduct which
emphasised the Board’s expectations of high ethical standards and
integrity in all aspects of the Group’s operations and business.
Board and Committee effectiveness
An internal evaluation of the effectiveness of the Board and its
Committees was conducted in Q4 2023. Further details on the
evaluation process can be found on pages 91 to 93.
Board training and development
The Chair has overall responsibility for reviewing the training needs
of each Director, and for ensuring that Directors continually update
their skills and knowledge of the Group. All Directors are advised
of changes in relevant legislation, regulations, and evolving risks,
with the assistance of the Group’s advisors where appropriate.
The Board and its main Committees receive briefings from relevant
function heads on any relevant current developments as part of the
normal Board reporting process.
A schedule of formal training provided to the Board and its
Committees is maintained and reviewed by the Nominations &
Governance Committee annually. During 2023 the Board and
Committees had over twenty hours of formal training on a wide
range of topics. This included additional focused sessions as a part
of the Board’s trip to New York in October 2023, further details can
be found in the case study on page 89. Formal training subjects
included deep dives on key risk areas, ESG and climate change
including TCFD requirements, corporate strategy, and European
Gas and Power Market volatility and its implications to TP ICAP.
In addition to this formal training there were regular business and
function briefing sessions throughout the year.
TP ICAP GROUP PLC Annual Report and Accounts 202397
Governance report
The Board is also kept informed of any material shareholder
correspondence, broker reports on the Company and sector,
institutional voting agency recommendations and documents
reflecting current shareholder thinking. In addition, members of
the senior management team make regular presentations to the
Board on a wider range of topics.
The Non-executive Directors are encouraged to take advantage
of external conferences, seminars and training events, and sign up
to receive briefings issued by professional advisers on legislative,
regulatory and best practice guidance and updates. They are also
encouraged to meet members of the management teams both in
the UK and overseas to enhance both their knowledge and
understanding of the Group’s core business areas. Such direct
engagement with staff also helps embed the Non-executive
Directors’ role as workforce engagement champions and enables
them to observe first-hand the controls, culture and conduct
behaviours in operation. A fuller briefing on the Board’s workforce
engagement is on page 48.
Director independence, conflicts and related person
transactions
Independence of Directors
The independence of each of the Non-executive Directors is
assessed on appointment and then continually assessed by the
Board and Committee. All Non-executive Directors have been
determined to be independent in character and judgement.
In addition, at the conclusion of their initial and subsequent
three-year terms, the independence of each of the Non-executive
Directors is formally reviewed and confirmed. The Chair was
independent on appointment. None of the Non-executive
Directors has received any remuneration additional to their
Directors’ fees and the reimbursement of reasonable expenses
incurred in the course of performing their duties. The Board believes
that there are no relationships, conflicts of interest or other
circumstances which are likely to affect, or could appear to affect,
any Director’s judgement.
External appointments
The Directors’ other directorships are set out in the biographies
on pages 84 to 87. The Board and Committee continually monitor
external appointments to ensure that all Directors are able to
allocate sufficient time to the Company to discharge their
responsibilities effectively. Executive Directors are permitted to
take up appointments with other companies provided the time
involved is not too onerous and would not conflict with their duties
at TP ICAP. None of the Executive Directors currently hold any
external appointments.
Management of conflicts of interest
At the start of each Board and Committee meeting, the Directors
are invited to advise of any conflicts or potential conflicts in respect
of any item on that meeting’s agenda.
The Committee reviews at each of its meetings the Company’s
Conflicts and Relevant Situations Register, which sets out
information on Directors’ conflicts that have been declared and
authorised, as well as setting out Directors’ other directorships.
At any time that the Committee and/or Board consider a Director’s
appointment, the members are also invited to consider an extract
of the Conflicts and Relevant Situations Register for the individual
under consideration and is asked to authorise conflicts as necessary.
Ahead of making any appointment decision, consideration is given
to whether, in the Company’s view, the proposed Director would
have sufficient time to fulfil his or her Board responsibilities given
their other appointments.
Related party transactions
Related party transactions were considered by the Committee as
situations arose and most recently were reviewed in January and
November 2023 and in January 2024.
Terms of appointment
The terms of the Directors’ service agreements and letters of
appointment, which are aligned to the provisions of the Code, are
summarised in the Report of the Remuneration Committee on page
110. Each of the Directors is subject to election by shareholders at
the first AGM after their appointment by the Board and subject to
annual re-election by shareholders thereafter. The service agreements
and letters of appointment are available for inspection during
normal business hours at our registered office, and at the AGM
from 15 minutes prior to the meeting until its conclusion.
Election and re-election of Directors
The Committee takes into account the results of the evaluations of
individual Directors (see page 93 for further information) to assist
in determining whether to recommend to the Board the election or
re-election of Directors at every AGM, as required in accordance
with the Company’s Articles of Association. The Committee has
considered the mix of skills, knowledge, experience, competencies
and background of the members of the Board. The Board considers
that it exhibits gender and cultural diversity, and the range of skills
and backgrounds encompasses financial, commercial, operating,
control, corporate governance, accounting, regulatory, audit and
international attributes.
Report of the Nominations & Governance Committee
continued
TP ICAP GROUP PLC Annual Report and Accounts 202398
As part of the formal review and renewal of a Non-executive
Director’s appointment prior to the end of each three-year term,
the Chair conducts an interview and assessment to confirm that
the Non-executive Director continues to contribute effectively and
to demonstrate commitment to the role. Should the Chair determine
that is the case, a recommendation is made to the Committee to
extend the appointment for another three-year term. In line with best
practice governance, a proposal for a third three-year term will be
subject to more rigorous scrutiny before making a recommendation.
In February 2024, Kath Cates, Tracy Clarke and Michael Heaney’s
three-year terms of appointment were due to come to an end. In
July 2023, at the Board’s request I am pleased to say that Kath,
Tracy and Michael have each agreed to serve as Non-executive
Director’s for a further three-year term. The Board and Committee
is satisfied that they each remain independent in judgement and
character and continue to make a significant contribution to the
proceedings of the Board and its Committees.
In March 2024, following a successful annual review of the Chair by
the Senior Independent Director the Committee recommended that
the Chair be appointed for a further three-year term. The Board
agreed that the Chair remained independent, and continued to
provide effective contribution and commitment to the role and,
approved the Committees recommendation.
All Non-executive Directors have submitted themselves for election
at the 2024 AGM. The Committee is pleased to recommend all
Directors putting themselves forward for election. The biographies
of the Directors standing for election can be found on pages 84 to
87, in the Notice of the AGM and also on the Company’s website:
www.tpicap.com.
Additional information
Additionally, as part of its standing agenda the Committee carried
out a review of its terms of reference, to ensure that the Committee
continues to fulfil its duties and activities and that the terms of
reference remain relevant. The results of the external effectiveness
review agreed that the Committee remained effective.
The Committee has unrestricted access to the Executive and senior
management, and external advisors to help discharge its duties.
It is satisfied in 2023 that it received sufficient, reliable and timely
information to perform its responsibilities effectively.
Richard Berliand
Chair
Nominations & Governance Committee
12 March 2024
TP ICAP GROUP PLC Annual Report and Accounts 202399
Governance report
Report of the Audit Committee
Angela Crawford-Ingle
Chair, Audit Committee
2023 key activities and outcomes
> Financial reporting including the Annual Report and Accounts
and half-year results, and associated statements and
determinations, pages 102 and 103.
> Progress of delivery under the internal audit plan, page 104.
> Oversight of the outcomes of Group Internal Audit’s (‘GIA’) audits
and reviews, and monitoring of management actions, page 104.
> Internal audit’s staffing levels, risk assessment methodology, risk
assessment, and internal audit charter, page 104.
> Updates on the external audit process, pages 104 and 105.
> Effectiveness of the Group’s systems of risk management and
internal control, including all material controls, page 105.
> Oversight of the operation and effectiveness of the Group’s
whistleblowing systems and controls, page 104.
> Oversight of the Group’s Task Force on Climate-Related Financial
Disclosures (‘TCFD’) deliverables plan, page 104.
> Oversight of the governance and controls of ESG reporting,
page 104.
> Group Tax matters, including recommending Board approval
of the Group Tax strategy and its publication, page 29.
> Oversight of the transition of external auditor, page 105.
Please refer to the stated pages for further detail on the
related outcomes.
How the Committee spent its time during
the year in scheduled meetings
% %
2022 2023
1
2
3
4
5
6
7
1
2
3
4
5
6
7
2022 2023
1 Routine matters¹ 25% 19%
2 Annual/interim reporting and trading
statement review 15% 20%
3 Tax matters 7% 3%
4 External auditor reporting 14% 14%
5 Internal auditor reporting 19% 24%
6 Risk management and internal controls 13% 11%
7 Corporate governance and ESG 7% 8%
1 Including unminuted discussion.
TP ICAP GROUP PLC Annual Report and Accounts 2023100
2023 Committee attendance at scheduled meetings
Committee members
Meetings
attended¹
Angela Crawford-Ingle 4/4
Kath Cates² 3/4
Louise Murray³ 1/1
Edmund Ng⁴ 3/3
Amy Yip⁵ 1/2
1 In addition to the scheduled meetings, one additional Sub-Committee meeting
was held on 4 August 2023 to consider the 2023 half year results announcement.
All appointed Committee members were able to attend the additional meeting.
2 Kath Cates was unable to attend one meeting due to a prior arranged conflict.
3 Louise Murray stepped down from the Committee with effect from 30 June 2023.
4 Edmund Ng stepped down from the Committee with effect from 31 October 2023.
5 Amy Yip was appointed to the Committee with effect from 1 September 2023 and
was unable to attend one meeting due to a prior arranged conflict.
Dear fellow shareholder,
I am pleased to present the Committee report for the year ended
31 December 2023. This report sets out how the Committee has
discharged its responsibilities during the year and highlights the
Committee’s assessment of significant financial reporting
judgements in connection with the 2023 financial statements, and
the conclusions reached. The responsibilities of the Committee are set
out in its Terms of Reference, which were last reviewed and approved
in November 2023. A summary of these responsibilities in relation
to the Group, including the Financial Conduct Authority (‘FCA’)
authorised and other regulated subsidiaries, is set out on page 102.
Throughout 2023 the Committee has participated in the further
development of the Group’s governance framework ensuring the
integrity of financial information through monitoring and review,
and providing challenge and oversight across the Group’s financial
reporting, internal controls procedures, and external auditors.
The Committee assessed the assumptions and judgments made
by management on the financial statements, and challenged the
effectiveness of the Group’s systems of risk management and
internal controls. The Committee also oversaw continued
development of our ESG reporting governance, including on the
quality of our ESG data, reviewing incoming ESG regulation across
our locations, and progressing our TCFD deliverables, specifically
climate scenarios analysis.
The Committee has been focused on several important items during
2023, including monitoring the transition to the Group’s new
external auditor, PricewaterhouseCoopers LLP (‘PwC’), following
the tender process led by myself through a working group with
Committee oversight in 2022. The appointment of PwC will be
tabled for shareholder approval at the 2024 AGM. Further
information on the appointment of PwC as our new external
auditor is on page 105. Additionally, the Committee reviewed the
effectiveness of the external audit process by Deloitte and were
pleased to report that the 2023 audit was found to be effective.
Time was also spent monitoring the ongoing reforms to the UK
Corporate Governance Code (the ‘Code’) to ascertain how they
may impact the internal controls, governance, and reporting
requirements of the Group. The working group with representation
from key functions, reporting to the Committee, continued to
further analyse the requirements and develop plans to support
implementation. Work in this area, including consideration of the
‘Audit Committees and External Audit: Minimum Standard’, will
continue through 2024 following release of the revised Code on
22 January 2024 by the Financial Reporting Council (‘FRC’),
see page 81.
During the year Committee members also formed a workshop to
provide additional time to review and challenge the 2023 internal
audit plan prior to the Committee recommending it for Board
approval. Particular focus was paid to the processes involved in
the Group’s Internal Capital Adequacy and Risk Assessment
(‘ICARA’), the governance structures of the Group’s regional
subsidiary companies.
To ensure that the Committee continues to operate effectively,
regular reports are provided to the Board on the activities of the
Committee, which includes explanation as to how the Committee
has discharged its responsibilities throughout the year. Additionally,
to ensure that I have complete understanding of the Group’s
challenges, I have ongoing discussions with Risk, Finance, and
internal and external audit, both in the UK and across other
principal overseas regions. I also communicate with the EMEA
Sub-Group and UKRE Board Chair and UKRE Risk Committee Chair,
and regularly attend EMEA Sub-Group and UKRE Risk Committee
meetings. In addition, the Committee engaged with the Americas
Finance and GIA teams and received regional focused deep dives.
Further details on the engagement in New York can be found in the
case study on page 89. The APAC Head of Internal Audit also
attends some Committee meetings providing further insight into
risk management and internal controls in the Asia Pacific region.
More online
The Committee’s Terms of Reference:
Available on the Company’s website:
https://tpicap.com/tpicap/investors/corporate-governance
TP ICAP GROUP PLC Annual Report and Accounts 2023101
Governance report
Report of the Audit Committee
continued
Following the Committee’s review of the 2023 Annual Report, the
Committee was pleased to make a recommendation to the Board
that, taken as a whole, the Annual Report is fair, balanced and
understandable and provides the information necessary for
shareholders to assess the Group’s position and performance,
business model and strategy. The ‘fair, balanced and understandable’
recommendation to the Board is explained later on this page.
Committee membership and attendance
During 2023 the Committee was pleased to welcome Amy Yip as a
new member of the Committee. She was appointed as a Non-
executive Director to the Group in September 2023. Edmund Ng
and Louise Murray both stepped down from the Committee in 2023.
I would like to take the opportunity to thank them for their valuable
contributions to the Committee and wider Group.
All Committee members are independent Non-executive Directors
with experience in the financial services sector. Along with myself,
as a Fellow of the Institute of Chartered Accountants in England
and Wales, this fulfils the Code requirement of having recent and
relevant financial experience. The biography of each current
member of the Committee is set out in the Board biographies on
pages 84 to 87.
The Committee holds a minimum of four meetings annually. The
Committee sets an annual work plan, developed from its Terms of
Reference, with standing items that the Committee considers at
each meeting, in addition to areas of risk identified for detailed
review and any matters that arise during the year.
During the year the Committee meetings were routinely attended
by the: Board Chair, Executive Directors including the Group CFO,
Group Deputy CFO, Group Chief Internal Auditor, Group Chief Risk
Officer, partners from the external auditor, and members of
Company Secretariat. The Committee also invites other senior
finance and business heads to attend certain meetings to gain
a deeper level of insight on particular items. During 2023 this
included presentations on the Group’s ESG arrangements led by
the Group Director of Corporate Affairs, looking at data quality,
regulation, and TCFD deliverables including climate.
Key responsibilities of the Committee
The Board has delegated responsibility to the Committee in
relation to the following for the Company and its subsidiaries:
Financial reporting
> Considering significant financial reporting judgements;
> Reviewing the Annual Report and Accounts and half-year results;
> Considering Group tax matters;
> Considering whether the Annual Report and Accounts taken
as a whole, are fair, balanced and understandable;
> Monitoring compliance with accounting standards; and
> Reviewing the going concern and the longer-term
viability statement.
External audit
> Reviewing the effectiveness of external audit;
> Assessing external auditor independence; and
> Developing a policy for non-audit services provided by the
external auditor.
TCFD deliverables
> Overseeing the Group’s TCFD deliverables plan; and
> Reviewing the Group’s progress delivering its Scope 1, 2 and
3 commitments.
Fair, balanced and understandable
Before the 2023 Annual Report and Accounts was approved, the
Committee was asked to review and consider the processes and
controls in place to help ensure it presents a fair, balanced and
understandable view of the Group’s performance, business strategy,
business model, and any challenges or opportunities facing the
Group. When conducting these reviews, the Committee:
> Examined the preparation and review process;
> Considered the level of challenge provided through that process
and whether the Committee agreed with the results; and
> Considered the continuing appropriateness of the accounting
policies, important financial reporting judgements and the
adequacy and appropriateness of disclosures.
Board and Committee members received drafts of the Annual
Report and Accounts for their review and input which provided an
opportunity to discuss the drafts with both management and the
external auditor, challenging the disclosures where appropriate.
We concluded that the processes and controls were appropriate,
and were therefore able to make the following assurance to
the Board:
> In our view, the Annual Report and Accounts, taken as a whole, is
fair, balanced and understandable and provides the information
necessary for shareholders to assess the Group’s position,
performance, business model and strategy.
Risk management and internal control
> Considering the effectiveness of the Group’s systems of risk
management and internal control, including all material
controls; and
> Monitoring and reviewing the Group’s whistleblowing
arrangements, including the effectiveness of its systems
and controls.
Internal audit
> Approving the internal audit function’s staffing levels, risk
assessment methodology, risk assessment, internal audit charter
and annual audit plan;
> Considering the results and findings of internal audit function’s
work, management’s response, and implementation of the
actions; and
> Reviewing the performance and effectiveness of internal audit.
TP ICAP GROUP PLC Annual Report and Accounts 2023102
Going concern and viability statement
The assumptions relating to the going concern review and viability
statement were considered, including the medium-term projections,
stress tests and mitigation plans, with reflection that the resulting
assumptions and statement would support the Directors’ solvency
statement required to be made in accordance with Jersey law prior
to any distribution.
On the basis of the review, we advised the Board that it was
appropriate for the 2023 Annual Report and Accounts to be
prepared on a going concern basis. We also reviewed the long-term
viability statement taking into account the Group’s current position
and principal risks and uncertainties, and advised the Board that
the viability statement and the three-year period of the assessment
were appropriate.
Financial reporting
The Committee has reviewed the integrity of the Consolidated
Financial Statements included in the half-year and year-end
announcements of results and the Group’s 2023 Annual Report
and Accounts.
Significant financial reporting judgements in 2023
We considered a number of judgements in connection with the
2023 Consolidated Financial Statements. These judgements, how
the Committee addressed them and the conclusions we reached,
are set out below:
Judgement Note Action the Committee took Conclusions
Impairment of goodwill,
customer relationships,
and other acquisition
related intangibles.
13 > Reviewed the basis on which goodwill was allocated to
Cash Generating Units (‘CGUs’) including the reallocation
to CGUs based on Business Divisions and discussed
management’s annual impairment assessment.
> Considered the basis for determining the recoverable
amount of each CGU.
> Challenged the methodology and valuation assumptions
used including the assets that are grouped together for
recoverability assessments.
> Reviewed the carrying amounts of other intangible assets.
> Discussed management’s annual impairment review and
challenged the underlying key assumptions for the Liquidnet
Platform CGU supporting the impairment assessment.
> Considered if there were any triggers for impairment since
the annual impairment review.
> The Committee is satisfied
with the process
undertaken, that the
impairment charge is
required in the year, that
there are no triggers since
the annual impairment
review and that the
disclosures are appropriate.
The Group’s assessment
and disclosure of legal
cases and regulatory
investigations.
27 and 36 > Reviewed the cases identified and discussed
management’s provisioning and disclosure assessment.
> Considered the basis for determining provisions in respect
of cases.
> Considered whether the information disclosed was
consistent with the information maintained by the Group
Legal Counsel and the Group’s external legal advisers.
> Reviewed the procedures performed by the external
auditor, including their inquiries performed of the Group’s
external legal advisers.
> The Committee is satisfied
with the process
undertaken and that the
provisions and contingent
liability disclosures are
appropriate.
The use, presentation
and explanation of
Alternative Performance
Measures used by
management to explain
the Group’s performance.
Financial
Review, Note 4
and APM
Appendix
> Challenged management on the rationale for each of the
Alternative Performance Measures (‘APMs’) used to
describe the Group’s performance and the justification for
separate presentation of significant items from the
Group’s adjusted results.
> Reviewed the adequacy of the disclosure of APMs used to
review Executive performance.
> Challenged and reviewed the adequacy of management’s
disclosure and description of significant items to ensure
sufficient clarity and justification provided in the Annual
Report and Accounts.
> Reviewed the Annual Report and Accounts to ensure that
undue prominence was not given to APMs in line with
guidance from the European Securities and Markets
Authority.
> Reviewed the adequacy and completeness of
reconciliations of APMs to the nearest equivalent
Reported measure.
> Sought the view of the external auditor and reviewed its
procedures as set out in its report.
> The Committee is satisfied
that the definition and
presentation, reconciliation
and explanations of APMs
were appropriate and that
the disclosures relating to
adjusted performance and
significant items are
appropriate.
Other items that were less significant but were discussed included: the valuations of associates and joint ventures, expected credit losses,
tax compliance, and dividend affordability.
TP ICAP GROUP PLC Annual Report and Accounts 2023103
Governance report
Report of the Audit Committee
continued
Whistleblowing
The Committee oversees the operation and effectiveness of the
Group’s whistleblowing systems and controls. During the year the
Committee, in conjunction with the Board, regularly reviewed
whistleblowing reports and metrics and considered the
effectiveness of the whistleblowing arrangements in place.
The Group’s whistleblowing arrangements were also reviewed
by an internal audit during 2023.
It is important that employees and other stakeholders of the Group
are empowered to raise any whistleblowing concerns. Employees
and individuals outside of TP ICAP are able to raise their concerns
anonymously using an independent whistleblowing reporting
facility managed by a third party. This mechanism is combined with
a number of ‘Speak Up’ initiatives to raise employees’ awareness of
the Whistleblowing Policy and procedures. As Whistleblowing
Champion, I oversee the integrity, independence and effectiveness
of the whistleblowing arrangements.
TCFD
The Committee oversees the Group’s progression and delivery in
relation to TCFD, its Scope 1, 2 and 3 commitments, and the quality
of ESG reporting. It is committed to ensuring that the Group
continues development of its reporting around climate-related
disclosure and delivers good performance against the agreed
targets. To this end, in 2023 the Group has taken steps to align our
ESG data collection and reporting approach with external
assurance providers’ expectations. PwC, the Group’s prospective
new external auditors, also completed a review of the carbon
emission data controls as part of their onboarding. We intend to
seek external assurance on our 2024 environment data.
The Group is on a journey of continual improvement. In 2024 the
Committee will further focus on the Group’s adherence to the UK
regulations, emerging regulatory requirements in other jurisdictions,
and the impact of climate related risks on the Group’s strategy and
financial planning process. You can read more about the Company’s
compliance with the FCA Listing Rule 9.8.6R(8) on climate-related
disclosure on pages 64 to 75.
Internal audit
The Committee is responsible for monitoring and reviewing the
effectiveness of the internal audit function. We approve the internal
audit plan and keep it under review during the year, to ensure that
it reflects the changing business needs and considers new and
emerging risks. We receive and review internal audit reports, discuss
key themes and material issues identified in the audits, as well as
management’s response to them.
During 2023, the Committee formed a specialised working group
with a focus on reviewing and challenging the 2024 Audit Plan
before it was considered by the Committee to recommend for
Board approval. Other key activities of the Committee were to:
> Review the work and reports of internal audit, including material
issues and management’s response to them;
> Assess the performance and effectiveness of internal audit,
including the annual internal audit Quality Assurance report;
> Monitor progress against the internal audit plan, and approve
changes to it through the year;
> Review and approve the internal audit charter;
> Review and approve the internal audit risk assessment
and approach;
> Review and discuss the annual internal audit opinion; and
> Approve the 2024 Audit Plan, Resourcing, and Budget.
During early 2023 the internal audit function, led by Mark Pointer
as Group Chief Internal Auditor, continued to build out the in-house
team and progress functional development. This included
refinements to functional structure and strengthening the
technology audit resourcing with the appointment of a new Head
of Technology and Data Analytics. EY, as co-source provider, has
continued to provide specialist skills and subject matter expertise
during the year where required, to supplement the in-house team.
The Committee considered the resourcing, experience, expertise
and skills of the internal audit function and is satisfied that it has
appropriate resources and remains organisationally independent.
External auditor
The Committee has primary responsibility for managing the
relationship with the external auditor, including assessing its
performance, effectiveness and independence, recommending
to the Board its reappointment or removal, and agreeing terms
of engagement.
Deloitte was reappointed as external auditor of the Group at the
2023 AGM. Fiona Walker is in her fourth year as lead audit partner,
having been appointed to the role in the year ended 31 December
2020. Deloitte has been the Company’s auditor since its
predecessor company listed in 2000. In 2013 the Board put the
external audit contract out for tender and concluded that Deloitte
should be reappointed. A similar tender process was completed in
2022 resulting in a proposal for PwC to be appointed as external
auditor for the 2024 year-end. Shareholder approval will be sought
at the 2024 AGM to appoint PwC as the Group’s external auditor.
The Committee is conscious of the developments relating to the
external audit process driven by various reviews and welcomes
moves to ensure the continuing robustness, challenge and
independence provided that they genuinely address acknowledged
quality issues.
Effectiveness of the external audit process
Throughout 2023 I met regularly with the external audit partner to
ensure that there are no unresolved issues of concern. This approach
helps ensure that the external auditor is able to operate effectively
and challenge management sufficiently when required.
As a part of the 2023 effectiveness review of both the external
auditor and the 2023 audit, the Committee considered:
> The quality of Deloitte’s 2023 external audit;
> The effectiveness of the external audit process including the
expertise, efficiency, global service delivery and cost
effectiveness of the auditor;
> The external auditor’s plans and feedback from senior
management; and
> Effectiveness of management in relation to the timely
identification and resolution of areas of accounting judgement,
analysing those judgements, the quality and timeliness of papers,
management’s approach to the value of independent audit and
the booking of any audit adjustments arising, and the timely
provision of draft public documents for review by the external
auditor and the Committee.
The Committee is pleased to report that the effectiveness review
of the external auditor did not identify any significant concerns.
The Committee concluded that it is satisfied with the objectivity
and independence of the external auditor, and that the
effectiveness of the external audit process delivered by Deloitte
for the 2023 year-end was robust.
Independence and non-audit services
As part of its work on the 2023 Annual Report and Accounts, the
Committee reviewed the objectivity and independence of the
external auditor. This included consideration of the professional
and regulatory guidance on auditor independence and Deloitte’s
policies and procedures for managing independence.
TP ICAP GROUP PLC Annual Report and Accounts 2023104
Non-audit services provided by Deloitte are governed by the
Group’s non-audit services policy, which is regularly reviewed by the
Committee. The Committee last reviewed and approved the policy
in November 2023. Deloitte have confirmed that no non-audit
services prohibited by the FRC’s Ethical Standard were provided to
the Group or Parent Company during the year.
To safeguard the external auditor’s independence and objectivity,
the Group does not engage Deloitte for any non-audit services
except where it is work that they must, or are clearly best suited to,
perform. All proposed services must be pre-approved in accordance
with the non-audit services policy. The Group is also required to cap
the level of non-audit fees paid to the external auditor at 70% of
the average audit fees paid in the previous three consecutive
financial years.
The Committee reviewed the level of fees paid to the external
auditor for the various non-audit services provided during 2023.
During the period under review the non-audit services performed
by the external auditor amounted to £1,454k, 17% compared to the
£8,430k of audit fees. Non-audit services primarily relate to
regulatory reporting, the interim review of the Group’s half year
financial statements, regulatory audits of subsidiary financial
statements not mandated by law, and reporting accountant
services in respect of Group strategic projects. These services are
typically performed by the external auditor. There were no advisory
or consulting services provided by the external auditor to the Group.
Audit and non-audit fees
2023202220232022
Audit Non-audit
2,195k
8,502k
1,454k
8,430k
0
1
2
3
4
5
6
7
8
9
(£m)
More information can be found on page 161 in Note 5 to the
Consolidated Financial Statements.
Appointment of external auditor
In 2022 we completed a competitive tender for the audit contract in
respect of the year ending 31 December 2024, in accordance with
the Code and Statutory Audit Services for Large Companies Market
Investigation (Mandatory Use of Competitive Tender Processes and
Audit Committee Responsibilities) Order 2014 (the ‘Order’). Further
details on the process completed can be found in the case study on
page 95 of the 2022 Annual Report and Accounts.
The proposed new external auditor, PwC, recommended by the
Committee and Board was announced on 28 July 2022. The
Committee proposed to the Board that it seek shareholder
approval for the appointment of PwC as external auditor for the
financial year ending 31 December 2024. Subject to shareholder
approval at the 2024 AGM, PwC will review the Group’s 2024
half-year results to be published in August 2024.
The Company confirms its compliance with the requirements
of the Order throughout the year ended 31 December 2023.
Risk management and internal control
The Board is responsible for:
> Setting the Group’s risk appetite;
> Ensuring the Group has an appropriate and effective Enterprise
Risk Management Framework (‘ERMF’); and
> Monitoring the ongoing process for identifying, evaluating,
managing and reporting the significant risks faced by the Group.
The ERMF and the Group’s risk appetite provide a detailed view
of the risks that are presented to the Group, as well as define the
extent and type of risks that the Group is willing to accept in its
pursuit of business. The ERMF and principal risks are described in
the Risk Management section of the Strategic Report on pages 55
to 63. The Board is also responsible for the Group’s system of
internal control and for reviewing its effectiveness. The system is
designed to manage rather than eliminate the risk of failure to
achieve business objectives and can provide only reasonable and
not absolute assurance against misstatement or loss.
The Committee conducted an annual review of the effectiveness
of the Group’s internal control and risk management systems.
The findings were reported back to the Board, as a part of the
Committee discharging its responsibilities. This included any
agreed remediation actions to address identified weaknesses in
line with the FRC’s guidance on risk management, internal control
and related financial and business reporting. The formal review
considered reports from management, external audit and the work
of the Group Risk and Internal audit functions. Following the review
the Committee was satisfied that the Group’s systems were
operating effectively. The Committee was pleased to recommend
to the Board that the Group’s governance arrangements and risk
management systems had proven effective in mitigating key risks
during the 2023 period. The Group remains focused on continuing
the enhancement of internal control and risk management systems.
Further details can be found in the Report of the Risk Committee
on pages 106 to 109.
The process for identifying, evaluating and managing the principal
risks faced by the Group is reviewed regularly by the Board and has
been in place for the year under review and up to the date of
approval of the 2023 Annual Report and Accounts. It is also in
accordance with the FRC’s ‘Guidance on Risk Management,
Internal Control and Related Financial and Business Reporting’.
Committee effectiveness
A review of the Committee’s effectiveness was conducted in Q4
2023 as a part of the internal Board evaluation process. It was
determined that the Committee was operating effectively, and the
Committee’s working relationships with key stakeholders to achieve
the strategic aims of the Group were praised. Specific developments
and actions to be taken by the Committee during 2024 were
considered in March 2024, with reflection on the current line of sight
with respect to subsidiary entity activities. During the year the
Committee also conducted a review of its Terms of Reference and
agreed minor amendments so that they remained appropriate.
Angela Crawford-Ingle
Chair
Audit Committee
12 March 2024
TP ICAP GROUP PLC Annual Report and Accounts 2023105
Governance report
Report of the Risk Committee
Kath Cates
Chair, Risk Committee
2023 key activities and outcomes
> Understanding the changes to regulatory frameworks and their
impacts on the Group, pages 107 to 109.
> Overseeing the ongoing response to Brexit, page 109.
> Overseeing the establishment of the front office risk
management function, page 108.
> Monitoring the Group’s exposure to US regional banks, Credit
Suisse, Israel and China/Taiwan, pages 107 and 109.
> Overseeing the Group’s response to the ransomware cyber-attack
on ICBC, a clearing agent of the Group, pages 107 and 108.
> Tracking the Group’s technology expertise and its ability to retain
its position as a leading market infrastructure provider, page 107.
> Holding private meetings with key individuals including the
Group Chief Risk Officer, Group Chief Internal Auditor and Group
Head of Compliance.
> Fostering the desired risk management culture and behaviour
within the Group, including ensuring the consideration of risk
related behaviours in performance management processes,
page 108.
Please refer to the stated pages for further detail on the related
outcomes.
How the Committee spent its time during
the year in scheduled meetings
% %
2022 2023
1
2
3
4
5
1
2
3
4
5
2022 2023
1 Routine matters¹ 23% 25%
2 Update from CRO 13% 11%
3 Risk culture and compliance 21% 11%
4 Project and function risk reviews (including
business continuity) and deep dives 22% 36%
5 Governance and remuneration reporting 20% 17%
1 Including unminuted discussion.
TP ICAP GROUP PLC Annual Report and Accounts 2023106
2023 Committee attendance at scheduled meetings
Committee members
Meetings
attended¹
Kath Cates 5/5
Michael Heaney² 4/5
Angela Crawford-Ingle 5/5
Mark Hemsley 5/5
1 In addition to the scheduled meetings, one further meeting was held at short
notice to consider the Group’s annual review of capital and liquidity adequacy
and other risk framework and corporate governance matters. All Committee
members were able to attend the additional meeting, with the exception of
Michael Heaney who was unable to attend due to a prior arranged conflict.
2 Michael Heaney was unable to attend the 8 March 2023 Committee meeting
due to a prior arranged conflict.
Dear fellow shareholder,
On behalf of the Board, I am pleased to present the Report of the
Risk Committee explaining how the Committee discharged its risk
oversight responsibilities during 2023.
The Group continued to operate in an unsettled macroeconomic
and geopolitical landscape. Conflict broke out in the Middle East
and China-Taiwan tensions continue to simmer. Inflation across
developed economies has reduced, leading markets to predict falls
in central bank interest rates in 2024, down from their current highs.
However, the move away from a low interest rate environment has
impacted both markets and consumer behaviour. Markets were
impacted by the collapse of a series of large banks during 2023,
including two clients of the Group, SVB and Credit Suisse, noting
that no material losses were incurred by the Group. The threat of
cybercrime remains high, with one of the Group’s key suppliers,
ICBC, falling victim to a sophisticated cyber-attack that saw it
suddenly cease clearing activities. Finally, the war in Ukraine has
continued, noting that the impact of this war on the Group has
significantly abated following the write-down of existing Russian
exposures in 2022 and the restriction of activity with Russian and
Ukrainian clients.
Against this backdrop, the Committee focused its efforts on
monitoring the operational resilience of the Group (including in
relation to third-party supplier resiliency and cyber capability), the
management of the heightened financial risk profile resulting from
volatile financial markets and the maintenance of a robust
financial position (including capital and liquidity adequacy).
In addition to these specific focus areas, the Committee continued
to monitor the Group’s enterprise-wide risk profile across all other
material risks relative to risk appetite, and the status of any
remedial actions required to address any risk management issues.
In particular, the Committee undertook a number of deep-dives into
specific risk areas of focus which is reflected in increased time spent
on these matters.
The Group continues to invest in its ability to respond to significant
workforce displacement events. Noting that the Global Health
Pandemic is no longer considered a principal risk for the Group,
consistent with the World Health Organization’s downgrade from
a Public Health Emergency of International Concern.
The Committee is also conscious that the Group’s current and future
employees have an ever increasing expectation to be afforded more
flexible working arrangements. In response the Group continues to
refine its agile working policy and practices.
Furthermore, the Committee remains cognisant of the high
standards of risk management expected of the Group by its
investors, clients, regulators and other stakeholders, and, in that
context, has continued to oversee the ongoing operation of the
Group’s Enterprise Risk Management Framework (‘ERMF’)
throughout the year. This has included the enhancement of the
Group’s risk management operating model: i) reconfiguration of its
executive committees to support the embedding of the conduct
management and governance framework established in 2022;
ii) establishment of a front office risk management function to
support the broking division senior management to discharge their
risk management responsibilities; and iii) investment in the Group’s
financial risk management capabilities in response to lessons learnt
from recent macroeconomic and geopolitical events.
Finally, as of February 2024, the Board welcomed a new Group
Chief Risk Officer to take forward the Group’s robust risk
management practices established by the outgoing Group Chief
Risk Officer. In this regard, I would like to thank the outgoing Group
Chief Risk Officer for his stewardship of the risk function and risk
management framework, which were established during his tenure,
and for his commitment to the Group during a period of substantial
change. The incoming Group Chief Risk Officer brings a wealth of
financial services risk management experience to the Group having
performed the role of Group Chief Risk Officer previously and held
senior risk management roles across a number of global
systemically important financial institutions.
Key responsibilities of the Committee
The Board has delegated responsibility to the Committee for:
Setting risk appetite, culture, controls and policy
> Defining the nature and extent of the risks the Group is willing
to take; and
> Defining the expectations for the Group’s risk culture.
Monitoring, reporting and advisory activities
> Reviewing the Group’s culture monitoring arrangements and
promoting a risk-aware culture;
> Overseeing the implementation and annual monitoring of the
ERMF, including the adoption and implementation of risk
appetite tolerances and minimum risk management standards;
> Ensuring the Group has an appropriate and effective risk
management and internal control framework;
> Reviewing the control environment and tracking any
remedial actions;
> Considering the risks arising from any strategic initiatives and
advising the Board accordingly;
> Identifying and considering future and emerging risks, regulatory
developments and relevant mitigants;
> Providing input to the Remuneration Committee on the
alignment of remuneration to risk performance;
> Reviewing resourcing within the Three Lines of Defence (‘3LOD’);
> Overseeing the independence and effectiveness of the Risk and
Compliance functions; and
> Reviewing the appointment or dismissal of the Group Chief Risk
Officer (‘CRO’), and the Group General Counsel.
More online
The Committee’s Terms of Reference
Available on the Company’s website:
https://tpicap.com/tpicap/investors/corporate-governance
TP ICAP GROUP PLC Annual Report and Accounts 2023107
Governance report
Report of the Risk Committee
continued
Key matters considered by the Committee in 2023
Risk area Matters considered and actions taken by the Committee
Broking process > Oversight of the key risks arising from the Group’s broking and post-trade activity, including through the review
of the Risk Profile Report presented by the CRO.
> This included monitoring the risk event profile relating to the broking process and the Group’s transaction
reporting remediation programme.
> The Committee also undertook deep-dive reviews into the business and risk profile of the Group’s Digital Asset
Business and Exchange Give-Up Business.
Infrastructure > The Committee continued to monitor the status of the ongoing programmes to enhance the Group’s operational
resilience and ensure that it can meet its targeted recovery time objectives across all areas of the business.
> The Committee also monitored the status of an ongoing programme to enhance the Group’s billing process and
improve its accounts receivable collection rate.
> The Committee commissioned a deep-dive into the Group’s market data risk profile and the adequacy of its risk
management framework.
Cyber security and
data protection
> The Committee continued to monitor the status of the Group’s cyber security capability with the objective of
ensuring that it remains fit-for-purpose in the context of the rapidly evolving cyber-threat landscape, including
from potential state-sponsored activity.
> This included overseeing the Group’s response to the ICBC cyber-attack, following which the Committee
commissioned a deep-dive into the resiliency of the Group’s third-party infrastructure providers.
> The Committee also oversaw the establishment of the Group’s multi-year data management strategy.
Human capital > The Committee continued to monitor the Group’s resourcing profile to ensure that the Group has the capability
and capacity to operate effectively across the 3LOD and to implement its business strategy. This included
monitoring the heightened risks associated with a highly competitive recruitment market for front office,
support and control staff, which can include aggressive recruitment activity by competitors.
> The Committee oversaw the establishment of a Front Office Risk Management function which supports each
of the Group’s broking divisions to execute their risk management responsibilities. The Front Office Risk
Management function is in addition to the established second-line risk function.
> The Committee also undertook a deep-dive into the management of Front Office broker contracts which
mitigates the risk of unexpected losses of one or more key brokers or desks.
Conduct risk > The Committee is aware that conduct risk represents a key risk for the Group which, if not managed effectively,
could result in material damage to its reputation and regulatory standing.
> The Group has been operating its Conduct Management and Governance Framework (which prescribes the
principles to be applied in managing any employee misconduct) since 2022. A key area of focus for the
Committee in 2023 was to oversee the embedding of this framework.
Financial risk > The Committee continued to monitor the Group’s financial risk exposure, including its FX profile, credit risk
exposure and liquidity demand.
> Specific areas focused on included: (i) the Group’s aged debt profile; (ii) the steps taken to mitigate the potential
risks arising from the US regional banking crisis and the demise of Credit Suisse; and (iii) the management of
Group’s margin call profile having moved to self-clearing following the loss of the Group’s third-party clearer
ICBC as a result of a ransomware attack on ICBC.
> The Committee was kept apprised of the ongoing development of the financial risk framework, including the
restructure of the Group’s financial risk management function and the adoption of a new Credit Risk
Management Policy.
Capital and
liquidity adequacy
> The Committee continued to monitor the Group’s prudential position and compliance with key financial
measures (namely the key financial ratios required to retain access to its RCF and maintain an investment grade
debt rating), taking due consideration of the dynamic macroeconomic environment with its associated FX and
interest rate volatility.
> As part of this activity, the Committee reviewed the annual Group Review of Capital and Liquidity Adequacy
(‘GRCLA’), which assesses the Group’s prudential position at consolidated Group level.
> Finally, the Committee monitored the potential impact of the new UK IFPR regime on the regulatory capital and
liquidity requirements for the EMEA sub-consolidation group, which was subject to a Supervisory Review and
Evaluation Process (‘SREP’) conducted by the FCA under the new regime for the first time in 2023.
TP ICAP GROUP PLC Annual Report and Accounts 2023108
Risk area Matters considered and actions taken by the Committee
Legal and
compliance
> The Committee received updates at each meeting from the Group General Counsel and Head of Compliance on
key legal and compliance issues. This included overseeing the Group’s response to a range of regulatory issues
across the business and to material changes to the regulatory framework in which the Group operates.
> Particular areas of focus included the ongoing programme to enhance the Group’s compliance systems and
controls and the mitigating actions being taken to address an increasing prevalence of exchange issued fines
relating to block-trade activity.
> The Committee also continued to monitor the progress of material litigation and investigations involving the
Group, as disclosed in the Group’s contingent liabilities.
> The Committee further undertook deep-dives into i) enforcement investigations in Americas and ii) the Group’s
joint venture and associate relationships and the potential risks and mitigants related to these engagements.
Brexit > The Committee continued to monitor the implementation of the Group’s Brexit operating model against the
backdrop of the evolving regulatory landscape and continued lack of equivalence between the UK and EU, to
ensure that any associated regulatory compliance, operational and commercial risks are managed effectively.
Climate risk > The Committee was kept apprised of the assessment undertaken by the Group of the climate risks it currently
faces, to ensure that these are being appropriately incorporated within the ERMF, covering both physical
risks and the risk associated with the transition to net zero (as defined by the Task Force on Climate-related
Financial Disclosures).
Geopolitical risk > The Committee continued to closely monitor the increased risk profile associated with the challenging
macroeconomic/geopolitical backdrop. This included a deep-dive review into the Group’s business activity
in Taiwan and China and the Group’s potential risk exposure if China/Taiwan relations were to deteriorate.
Risk framework > The Committee continued to monitor the operation and ongoing embedding of the new ERMF as the Group
continues to enhance the Group’s risk management capability across its 3LOD.
> This included reviewing reports from both Risk and Internal Audit on the design and operational effectiveness
of the ERMF.
Review of Committee effectiveness
An internal review of the Committee’s effectiveness was conducted
in Q4 2023 and a report presented to the Nominations &
Governance Committee and Board in January 2024, and to the
Committee in March 2024.
This review determined that the Committee was operating
effectively and focusing on the risk areas which have most impact
on the Group’s ability to deliver its strategy and maintain a robust
financial position.
During the year the Committee also conducted a review of its
Terms of Reference and agreed minor amendments so that
remained appropriate.
Key priorities for 2024
The Committee will continue to focus its attention on the key risks
facing the Group to ensure these are being managed effectively
and in accordance with the Group’s risk appetite, whilst maintaining
oversight of the Group’s enterprise-wide risk profile as a whole to
identify any new or emerging areas of concern that require
governance focus.
It is likely that the Group will continue to experience challenging
macroeconomic conditions, market volatility and geopolitical issues
during the coming year, and the Committee will continue to monitor
the heightened business, financial and operational risks associated
with such conditions closely.
In 2023 the Group engaged a third party to perform a routine
review of the risk function to ensure that it remains effective and
appropriate to the nature, scale and complexity of the Group.
A priority of the Committee in 2024 will be overseeing the
continued improvement of the design and operating effectiveness
of the ERMF.
Finally, I would like to thank the Committee members and Executive
team for all their hard work during the last year.
Kath Cates
Chair
Risk Committee
12 March 2024
TP ICAP GROUP PLC Annual Report and Accounts 2023109
Governance report
Report of the Remuneration Committee
Tracy Clarke
Chair, Remuneration Committee
2023 key activities and outcomes
> Further embedding the shareholder approved Directors’
Remuneration Policy and ensuring that it operates as intended
pages 112 and 113.
> Determining the measures and targets for the annual bonus,
assessing the 2021 LTIP vesting outcome and the underpin for
the RSP award, pages 119, 123 and 125.
> Updating policies and processes to ensure that our Group
remuneration policy for all employees remains compliant with
all regulatory and governance requirements.
> Reviewing our all-employee remuneration arrangements
to ensure that we are able to continue to attract and retain
key talent.
> Reviewing our pension and benefits offerings across the Group
to ensure that they remain competitive.
> Reviewing the Group equity deferral plans in operation to ensure
these are fit for purpose.
How the Committee spent its time during
the year in scheduled meetings
% %
2022 2023
1
2
3
4
5
6
7
1
2
3
4
5
6
7
2022 2023
1 Routine matters 10% 11%
2 Senior management and wider workforce
remuneration 41% 48%
3 Executive Director remuneration 5% 7%
4 Risk and control impact on remuneration 3% 7%
5 Executive incentive schemes 5% 7%
6 Directors’ Remuneration Policy review 15% 2%
7 Governance and remuneration reporting 21% 18%
TP ICAP GROUP PLC Annual Report and Accounts 2023110
2023 Committee attendance at scheduled meetings
Committee members
Meetings
attended
Tracy Clarke 5/5
Richard Berliand¹ 3/3
Michael Heaney² 4/5
Edmund Ng³ 4/4
Amy Yip⁴ 2/2
1 Richard Berliand was appointed as a Committee member with effect from
20 April 2023.
2 Michael Heaney was unable to attend one meeting due to a prior
arranged commitment.
3 Edmund Ng stepped down as a Committee member with effect from
31 October 2023.
4 Amy Yip was appointed as a Committee member with effect from
1 September 2023.
Dear fellow shareholder,
On behalf of the Board, I am pleased to present the Directors’
Remuneration Report (‘DRR’) for the year to 31 December 2023.
During the year, we have continued with implementation of our
Remuneration Policy, which was approved by shareholders at the
2022 AGM with 85.17% votes in favour. Implementation of the
Policy in 2022 received strong shareholder endorsement, with
92.09% of votes in favour of the DRR at the 2023 AGM. This report
sets out the key decisions taken by the Committee over the course
of the last 12 months in relation to remuneration for the Executive
Directors, including an explanation of how these decisions were
appropriate for TP ICAP.
Introduction
The Group delivered good financial performance in 2023, reflecting
our focus on profit contribution, productivity and cost control.
Faced with continued inflationary pressures, central banks engaged
in further monetary policy tightening and interest rates in the UK
rose to a 15-year high. The turbulent environment was favourable
for our Rates business, but the exceptional volatility-driven volumes
seen in 2022 did not recur at the same level this year. Conversely,
the buoyant energy market conditions, following a challenging
2022, enabled our Energy & Commodities business to leverage its
market-leading position and deliver a record revenue performance,
up by 18% on the prior year (in constant currency).
The Group delivered a good financial performance in 2023. Group
revenue was up 3% in constant currency (+4% in reported currency),
building on the strong performance in 2022. Global Broking
revenue growth was flat, following an exceptional 2022. Energy &
Commodities benefitted from buoyant market conditions and
delivered record revenue growth of 18% (in constant currency).
Liquidnet revenue declined by 1%, in constant currency, reflecting
challenging block equity market conditions. Parameta Solutions
grew revenue by 8%, as demand for market data continued to
grow. Group adjusted EBIT was up 8%, or 9% in reported currency,
to £300m (2022: £277m), the highest ever level, and a significant
Group milestone.
The Board is recommending a final dividend per share of 10.0
pence (up 27%). This would bring the total dividend to 14.8 pence
per share, up 19% (2022: 12.4 pence per share).
Focusing on our strategic priorities, the Executive Directors have
continued to lead the transformation of the business through
initiatives such as electronification, with further significant
advances in the rollout of the Fusion platform this year. Solid
progress has also been made towards achieving our Capital
Markets Day targets set at our Capital Markets Day in 2020. The
Executive Directors delivered the target of freeing-up £100m of
cash in 2023, which will improve our capital management and
enhance shareholder value.
When considering the bonus outcomes for the Executive Directors,
and the Group as a whole, the Committee has taken into account
the financial performance of the Group and the broader
shareholder and stakeholder experience during the year. Share
price performance has been positive and the Group launched a
£30m share buyback programme in August 2023 which was
successfully completed on 3 January 2024 as part of the Company’s
plan to return capital to shareholders where possible.
More online
The Committee’s Terms of Reference
Available on the Company’s website:
https://tpicap.com/tpicap/investors/corporate-governance
TP ICAP GROUP PLC Annual Report and Accounts 2023111
Governance report
Report of the Remuneration Committee
continued
Executive Director remuneration outcomes in 2023
2023 annual bonus
The annual bonus for 2023 was assessed against two measures:
adjusted operating profit (‘EBIT’) (70%) and Executive Director
performance against individual strategic objectives (30%).
For 2023, profit targets were set by reference to a percentage
growth in adjusted operating profit on a constant currency basis
(pre-FX gains/losses). Using a constant currency basis avoids the
outcomes being distorted positively or negatively by foreign
exchange movements which can have a significant impact on
reported numbers but are not driven by management. The adjusted
operating profit for 2022 of £261m (pre-FX gains/losses), was
restated on a constant currency basis to £263m, and it is relative to
this baseline that the Committee has assessed 2023 performance
for the Executive Director bonus outcomes. The EBIT target range
for 2023 was set at 5.2% growth for a target bonus payout and at
least 10.4% growth for maximum payout. This range was
established having considered both the internal budget and
external analysts’ forecasts at the start of the year.
Adjusted EBIT (pre-FX gains/losses) of £310m for 2023 amounted
to an increase of 17.9%, on a constant currency basis, resulting in
a bonus outcome of 100% of maximum payout under this measure
(70% of the bonus maximum). Before confirming this outcome, the
Committee reviewed the overall Company performance, wider
stakeholder experience and risk management during the year.
The Group revenue grew 3% on a constant currency basis, building
on last year’s strong performance. The Executive Directors’ focus
on productivity, contribution and cost management generated an
8% increase in Group adjusted EBIT, the highest level of profit ever
achieved by the Group. Share price performance has been positive,
with TSR at 20.5% for 2023, placing TP ICAP between median and
upper quartile among the FTSE 250 comparator group. Dividend
payments have continued on an upward trend during 2023, and the
Board will be recommending a final dividend of 10.0p per share to
be paid on 24 May 2024. This will bring the total dividend for the
year to 14.8 pence per share, an increase of 19% on the prior year.
In addition, the Group launched a £30m share buyback programme
in August 2023 which has been successfully completed as part of the
Company’s plan to return capital to shareholders where possible.
Taking all of the above into consideration, the Executive Director
bonus outcome is aligned to the positive experience of shareholders
over the period.
The Committee also reviewed each Executive Director’s
performance against a range of strategic objectives, which had
a weighting of 30% of the maximum bonus available. The bonus
outcomes for the attainment of key strategic achievements range
between 23.5% and 25.5% of the maximum 30% for the three
Executive Directors; further detail is provided on pages 120 to 122.
The Committee assessed a range of objectives for each Executive
including the development of the Group’s strategy, cost, margin
and cash goals, and our ESG priorities including, in particular, our
climate-related and gender diversity targets.
Taking the financial and strategic results together resulted in
overall bonus outcomes for the Executive Directors of 95.5% of
maximum for the CEO, 95.0% for the CFO and 93.5% for the Group
General Counsel (‘GGC’). This result is consistent with strong
performance in Group revenue and profitability, positive share
price performance during the year as well as a continued focus on
delivering the strategic plan and enhancing shareholder value.
Half of the bonus award is delivered in deferred shares vesting over
three years. Deferred bonus awards for Executive Directors are also
subject to a six-month post-vesting retention period.
The improvement in the Group’s overall performance also had a
positive impact on the senior management and support staff bonus
pools. The bonus allocations were adjusted accordingly across
business areas and functions to reflect divisional performance.
2023 annual bonus targets
When setting the bonus targets for 2023, the Remuneration
Committee took time to ensure they were both appropriate in light
of the Group’s historical financial performance and were sufficiently
stretching for the Executive Directors, in a year which required
continued focus on the strategic transformation of the business.
The targets were set at the beginning of the year taking into
account both the internal budget and external analysts’ forecasts.
In reviewing and approving the targets, the Committee considered
the market environment and growth expectations for key business
divisions. The threshold, target and maximum payout levels were
set at 0%, 5.2% and 10.4% growth in adjusted EBIT (pre-FX gains/
losses), respectively. The Committee was satisfied that these targets
were stretching in the context of the financial performance and
growth expectations at the beginning of the year, as explained in
further detail on page 119.
2021 LTIP vesting
The 2021 LTIP, which was awarded in November 2021, was based
on performance against two measures, relative Total Shareholder
Return (65%) and New Business Growth CAGR (35%) tested over the
period January 2021 to December 2023. The TSR vesting outcome
is 41.8% of maximum. Although positive growth was achieved, the
New Business Growth result was below the threshold level, resulting
in zero vesting for this element of the scorecard. Overall, the LTIP
vested at 27.2% of maximum. The Committee has reviewed the
vesting outcome for the 2021 LTIP and is satisfied that there is no
need to make any adjustments, on the basis of the strong financial
performance over the period. The 2021 LTIP award will vest in
November 2024 on the third anniversary of grant.
Wider workforce considerations
The Committee also oversees remuneration of the wider employee
population. During the year, we continued to upgrade our policies
and processes to ensure that we are able to offer a compelling
proposition for colleagues and to ensure that we remain compliant
with the letter and the spirit of the regulatory remuneration
requirements that apply to the Group: the Investment Firms
Prudential Regime (‘IFPR’) and its EU equivalent, the Investment
Firm Directive (‘IFD’) for our European Union entities.
A key activity during 2023 has been to support and maintain
a positive employee culture with a strong focus on responsible conduct.
The Group’s ‘Triple A’ values (Accountability, Authenticity and
Adaptability) emphasise the importance of accountability in the
workplace and the need to treat all colleagues with respect. Aligned
to this, the Company implemented a refreshed performance
management process in 2023, designed to ensure that managers
are fully reviewing the ‘how’ as well as the ‘what’ when assessing
individual performance. This includes considering culture, conduct
and risk factors when setting remuneration.
In line with the FCA Remuneration Code, certain individuals who
are identified as Material Risk Takers (‘MRT’) under this regime are
also subject to higher rates of deferral on bonus awards.
All colleagues are eligible for performance-related bonus awards.
Awards for 2023 for the wider colleague population reflect the
appropriate total remuneration benchmarks and performance
outcomes for relevant business areas.
TP ICAP GROUP PLC Annual Report and Accounts 2023112
Mindful of the challenging economic environment, the Committee
acted swiftly to address the various headwinds faced by our
employees during the year. In addition to our annual salary
increases, we undertook a mid-year salary adjustment for business
critical staff, which was effective from 1 September 2023. Overall
the increase in our salary spend during 2023 was 5%. In line with
our focus on cost control and in the context of falling inflation
rates, we have set a salary budget increase of 3% for support
staff for 2024.
Executive Director salaries
The Committee has reviewed the base salaries of the Executive
Directors for 2024, in light of their individual responsibilities,
relevant market comparators and in the context of the average
salary increases we are awarding non-broking employees across
the Group. In line with the approach taken last year, it is proposed
to award salary increases to the Executive Directors below the
average increase for the support staff population of 3%. The CEO’s
salary for 2024 is £800,000, an increase of 1.9%, the CFO’s salary is
£475,000, an increase of 2.2% and the GGC’s salary is £480,000,
an increase of 1.1%, effective from 1 January 2024. TP ICAP
operates in a very specific market which presents challenges when
benchmarking appropriate remuneration levels for the executive
team and many of its employees. TP ICAP is the largest of the three
global inter-dealer broking firms by revenues and there are no
directly comparable UK competitors of any size. The remuneration
paid to senior executives among our global peers is substantially
greater than that which is paid to our executive team and the
Committee is mindful of the need to retain our executive team to
deliver our strategic priorities and enhance shareholder value.
Implementation of the Policy for 2024
Following strong support for the DRR at our 2023 AGM, no changes are
being proposed to either the incentive multiples or metrics for 2024.
The 2024 Annual Bonus will continue to be assessed against
Adjusted Operating Profit (70%) and Strategic Objectives (30%).
The underpin for the 2024 RSP grant will be in line with our Policy
and the grants made in 2022 and 2023. Further information can be
found on page 129.
Conclusion
Thank you for your support of our Remuneration Policy and its
implementation, which is closely aligned to the interests of
shareholders and designed to help drive the continued success of
the Company. We will be consulting with shareholders during the
autumn of 2024 on proposals for our Directors Remuneration Policy
which will be presented for approval at the AGM in May 2025. We
monitor shareholder views on executive remuneration and welcome
any feedback on remuneration at TP ICAP.
I am grateful for your support for this Remuneration Report for 2023.
On behalf of the Board
Tracy Clarke
Chair
Remuneration Committee
12 March 2024
Definitions used in this report
‘Executive Director’ means any executive member of the Board.
‘Senior Management’ means the global heads of the Front Office
Businesses, Regional CEOs and global heads of the Corporate &
Support functions.
‘Broker’ means front office revenue generators.
‘Control Functions’ means those employees engaged in functions
such as Compliance, Risk, Internal Audit and Legal.
‘Remuneration Code’ means the SYSC 19G MIFIDPRU
Remuneration Code.
‘2013 Regulations’ means the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2013,
as amended by the 2018 and 2019 Regulations.
TP ICAP GROUP PLC Annual Report and Accounts 2023113
Governance report
Report of the Remuneration Committee
continued
REMUNERATION AT A GLANCE
Summary of pay outcomes for 2023
A summary of the single total figure of remuneration and incentive outcomes is included below. For further information see pages 118 to 123.
2023 Single Figure outcome
Short-term incentives
Long-term
incentives
vested⁴
Total variable
remuneration
Single total
figure of
remuneration
Executive Directors
(£000s) Salaries¹
Taxable
benefits² Pension³
Total fixed⁵
remuneration Cash Deferred Total
Nicolas Breteau 785 16 4 806 937 937 1,8 74 412 2,287 3,092
Robin Stewart 465 13 6 484 442 442 884 246 1,129 1,613
Philip Price 475 6 – 481 444 444 888 250 1,138 1,619
1 Base salary was effective from 1 January 2023.
2 Taxable benefits represent private medical insurance and an Electric Vehicle car allowance. All UK employees are eligible to participate in an Electric Vehicle leasing
scheme. For a select number of senior managers, the Company pays a portion of the monthly lease cost.
3 Maximum pension is 6% of salary, up to a cap of £105,600. No Directors have a prospective entitlement to a DB pension. Due to lifetime allowance limits, P Price did not
receive any Company pension contributions during 2023. N Breteau received £4,246 Company pension contribution and R Stewart received £6,336 Company pension
contribution due to the annual allowance limit.
4 The 2021 LTIP will vest on 12 November 2024. The value of the Long Term Incentive award has been calculated based on the number of LTIP shares vesting at 27.2% of
maximum and the average share price over the last quarter of 2023. The award value also includes dividend equivalents that have been accrued over the period from the
date of grant until the end of February 2024. The share price used to calculate the number of shares for the LTIP at the point of grant was £2.4282 and the average Q4 2023
share price used to calculate the value of the LTIP in the above table was £1.7762, which represents a 27% reduction in the share price.
5 R Stewart received a long service award of £1,887 which has been included in the taxable benefits and total fixed remuneration figures above.
Incentive outcomes
Bonus LTIP
Performance measure Weighting
Threshold
performance
target (25%
of maximum)
Target
performance
target (50%
of maximum)
Maximum
performance
target (100%
of maximum)
Actual
performance
achieved
Weighted payout
(% of maximum
total bonus) Performance measure Weighting Outcome
Adjusted
Operating Profit
(pre-FX gains/
losses) 70% £263m £277m £290m £310m 70% TSR 65% 41.8%
Strategic
Performance 30%
See pages
120 to 122 23.5%–25.5% 23.5%–25.5%
New Business
Growth 35% 0%
Total bonus
outcomes
(% of maximum) 93.5%–95.5%
Total LTIP
outcome
(% of maximum) 27.2%
Summary of implementation of Policy for 2024
The table below sets out a summary of how we intend to implement the Policy in 2024. For further information on the policy see pages
115 and 116.
Element Summary of implementation of Policy for 2024
Base salary N Breteau £800,000 – 1.9% increase
R Stewart £475,000 – 2.2% increase
P Price £480,000 – 1.1% increase
Annual bonus Maximum opportunity unchanged (CEO: 250%, other EDs 200%). For 2024, the measures will continue
to be:
> Adjusted Operating Profit 70%
> Strategic Objectives 30%
Restricted Share Plan RSP grant of 125% of salary to be granted to each ED. Awards granted with underpin in line with
Policy wording.
TP ICAP GROUP PLC Annual Report and Accounts 2023114
The Directors’ Remuneration Policy was last approved by
shareholders at the AGM on 11 May 2022. The full Policy can be
found on pages 127 to 134 of the 2021 Annual Report, which is
available to view on the website and is due for renewal at the
2025 AGM. A summary of the key features of the Policy can be
found below.
Background
The Company’s Remuneration Policy is designed to attract,
motivate and retain employees with the necessary skills and
experience to deliver the Company strategy, in order to achieve
the Group’s objectives.
The key drivers of our Remuneration Policy are:
Alignment to culture
> Align the interests of the Executive Directors, with the long-term
interests of shareholders and strategic objectives of the Company;
> Include incentives that are aligned with and support the Group’s
business strategy and align executives to the creation of long-
term shareholder value;
> To reinforce a strong performance culture, across a range of
performance metrics, including behaviours, risk management,
customer outcomes and the development of the Company’s
culture in line with its values over the short and long term; and
> To align management and shareholder interests through building
material share ownership over time.
Clarity
> To clearly communicate our Remuneration Policy and reward
outcomes to stakeholders.
Simplicity
> To ensure that our Remuneration Policy is clear and
easily understood.
Risk
> To provide a balanced package between fixed and variable pay,
and long and short-term elements, to align with the Company’s
strategic goals and time horizons while encouraging prudent risk
management; and
> To ensure reward processes and policies are compliant with
applicable regulations, legislation and market practice, and are
operated within the bounds of the Board’s risk appetite.
Predictability
> To set robust and stretching performance targets that reward
exceptional performance; and
> To set remuneration within the limits established under the
Directors’ Remuneration Policy.
Proportionality
> To attract, retain and motivate the Executive Directors and senior
employees by providing total reward opportunities which, subject
to individual and Group performance, are competitive within our
defined markets both in quantum and structure for the
responsibilities of the role;
> To ensure that remuneration practices are consistent with and
encourage the principles of equality, inclusion and diversity;
> To consider wider employee pay when determining that of our
Executive Directors; and
> To align management and shareholder interests.
Further information on risk management
The Remuneration Committee considered the relationship between
incentives and risk when approving the Remuneration Policy that
will apply throughout the Group.
Details of the Group’s key risks and risk management are set out
in the Strategic report of the 2023 Annual Report and Accounts on
pages 57 to 63. The majority of transactions are brokered on a
Name Passing basis where the business is not a counterparty to
a trade.
Commissions earned on broking activities are received monthly in
cash. The Name Passing business does not take any trading risk and
does not hold principal trading positions. This business only holds
financial instruments for identified buyers and sellers in matching
trades which are generally settled within one to three days. The
Matched Principal business is exposed to counterparty credit risk
as the business is the counterparty to both the buyer and seller and
therefore bears the risk of counterparty default during the period
between execution and settlement of the trade. The business does
not have valuation issues in measuring its profits.
The Company’s Remuneration Policy reflects the risk profile of the
Group, is consistent with and promotes sound and effective risk
management and does not encourage excessive risk taking.
The Company’s Remuneration Policy is consistent with the
measures set out in the Group’s compliance manuals relating to
conflicts of interest. The Company’s policy is to ensure that variable
remuneration is not paid through vehicles or methods that facilitate
avoidance of the Remuneration Code.
DIRECTORS’ REMUNERATION POLICY (UNAUDITED)
TP ICAP GROUP PLC Annual Report and Accounts 2023115
Governance report
Report of the Remuneration Committee
continued
Summary Policy Table and Implementation for 2024
The summary policy set out in this table was approved by shareholders at the AGM in 2022.
Elements Summary of Policy Summary of Implementation for 2024
Base salary Reviewed periodically to ensure not significantly
out of line with the market.
N Breteau £800,000 – 1.9% increase.
R Stewart £475,000 – 2.2% increase.
P Price £480,000 – 1.1% increase.
Salary increases below the increase in the salary
budget for the support staff population of 3%.
Pension and benefits In line with the pension allowance available to all
UK non-broking employee population, which is
currently 6% of fixed remuneration up to a cap set
at £105,600 unless otherwise made available to
all non-broking UK employees.
Medical cover and participation in any schemes
available to all UK non-broking employees.
Pension allowance and benefits remain unchanged.
Annual discretionary bonus Annual assessment of performance against
strategic and financial objectives.
Maximum performance delivers:
> CEO: 250% salary; and
> Other EDs: 200% salary.
Mandatory 50% deferral into shares with a
three-year deferral period. Malus and
clawback apply.
Maximum opportunity unchanged (CEO: 250%,
other EDs: 200%). Performance measures will
remain unchanged for 2024:
> Adjusted Operating Profit 70%; and
> Strategic Objectives 30%.
Deferred share awards, which vest pro-rata over
three years, are also subject to a six-month retention
period in line with regulatory requirements.
Restricted Share Plan Annual awards of conditional shares or nil cost
share options, vesting after a three-year period.
The awards will only vest subject to the satisfactory
achievement of the underpin. Vested shares must
be retained for a further two years (on a net of tax
basis where shares are sold to settle tax).
The normal maximum award is 125% of salary.
Prior to the grant of the RSP award, the
Committee will consider individual, business unit
and firm performance over the previous year as
part of a pre-grant test.
Maximum grant opportunity unchanged (125% for
each ED).
When assessing the underpin the Committee shall
have regard to the Group’s financial and non-
financial performance over the course of the vesting
period, and may take into account the following
factors (amongst others) when determining whether
to reduce the number of shares vesting:
> Whether threshold performance levels have been
achieved for the Bonus Plan for each of the three
years in the vesting period;
> The underlying financial performance progression
over the vesting period, considering (but not
limited to) such factors as revenue, profitability,
absolute/relative TSR performance, cash
generation and adherence to the dividend policy
(to maintain 2x adjusted earnings dividend cover);
and
> Performance against strategic priorities designed
to promote the long-term success of the Company.
Minimum shareholding Executive Directors must hold a minimum number
of the Company’s ordinary shares equivalent to
300% of base salary in respect of the Chief
Executive Officer and 200% of base salary for all
other Executive Directors built over a five-year period.
Minimum shareholding requirement remains
unchanged.
TP ICAP GROUP PLC Annual Report and Accounts 2023116
Policy on Directors’ Remuneration compared with employees
generally (unaudited)
The Committee has oversight of pay policies below Board level and
these policies are taken into account when setting the Directors’
Remuneration Policy. As a general rule, the same principles are
applied to Directors’ fixed remuneration, pension contributions
and benefits as are applied to employees throughout the Group.
A competitive level of fixed remuneration is paid to all employees
taking into account their responsibilities and experience. Pension
and benefits are provided to all employees.
There are a number of different bonus schemes in operation
throughout the Group for Brokers and other employees. Brokers’
bonus schemes are described below; all other bonuses are generally
discretionary. For brokers earning above a certain threshold, they
are required to defer a portion of their bonus into shares under the
TP ICAP Group plc Equity and Cash Deferral Plan.
In addition, other employees who earn bonuses above a specific
threshold are also required to defer a portion of their bonus under
the TP ICAP Group plc Deferred Bonus Share and Cash Plan. For
individuals identified as MRTs, deferral, payment in instruments
requirements and malus and clawback is applied, where applicable,
in line with the regulations. Deferred bonus awards are subject to
malus and clawback in line with the Executive Directors.
Throughout the annual discretionary bonus review cycle, the
Control Function Heads (Compliance, Risk and Internal Audit)
are consulted and review year-end outcomes to ensure these are
appropriate taking into account any risk events or breaches that
have occurred during the year. Subject to the discretion of the
Executive Directors and the Remuneration Committee for
regulated staff, variable pay awards may be risk-adjusted in
certain circumstances.
Remuneration policies for Brokers (unaudited)
The Company’s Remuneration Policy for Brokers is based on
the principle that remuneration is directly linked to financial
performance, generally at a desk/team level, and is calculated in
accordance with formulae set out in the contracts of employment.
These formulae take into account the fixed costs of the Brokers;
variable remuneration payments are therefore based on the
profits that the Brokers generate for the business together with
an assessment of individual performance including conduct and
behaviours. Typically, Brokers receive a fixed salary paid regularly
throughout the year, with a significant portion of variable
remuneration dependent on their revenue performance and
conduct. Deferral into TP ICAP Group plc shares is applied via
the TP ICAP Group plc Equity and Cash Deferral Plan, where the
individual’s variable pay is above a certain threshold.
Remuneration policies for Control Functions (unaudited)
The Company’s Remuneration Policy for Control Function staff is
that remuneration should be adequate to attract qualified and
experienced employees. Remuneration for Control Function staff is
set in accordance with the achievement of their objectives linked to
the functions they control and is independent of the performance
of the business areas they support. Employees in such functions
report through an organisational structure that is separate and
independent from the business units they oversee. Heads of Control
Functions are designated as MRTs and accordingly their remuneration
is reviewed by the relevant Remuneration Committee as part of the
annual review of MRT pay.
TP ICAP GROUP PLC Annual Report and Accounts 2023117
Governance report
Report of the Remuneration Committee
continued
ANNUAL REPORT ON REMUNERATION
This part of the Directors’ Remuneration Report explains how we have implemented our Remuneration Policy during the year. The Annual
Statement made by the Remuneration Committee Chair on pages 110 to 113 and this Annual Report on Remuneration are subject to a
shareholders’ advisory vote at the forthcoming AGM. Information in this report is audited, where stated.
2023 Single Figure outcome (audited)
The single total figure of remuneration for the Executive Directors who held office during the year ended 31 December 2023 was as follows:
Total fixed
remuneration⁵
Short-term incentives
Long-term
incentives
Vested⁴
Total variable
remuneration
Single total
figure of
remuneration
Executive Directors
(£000s) Salaries¹
Taxable
benefits² Pension³ Cash Deferred Total
Nicolas Breteau
2023 785 16 4 806 937 937 1,8 74 412 2,287 3,092
2022 750 3 2 755 582 582 1,16 4 – 1,1 6 4 1,919
Robin Stewart
2023 465 13 6 484 442 442 884 246 1,129 1,613
2022 444 3 6 453 269 269 538 – 538 991
Philip Price
2023 475 6 – 481 444 444 888 250 1,138 1,619
2022 453 3 – 456 279 279 558 – 558 1,014
1 Base salary was effective from 1 January 2023.
2 Taxable benefits represent private medical insurance and an Electric Vehicle car allowance. All UK employees are eligible to participate in an Electric Vehicle leasing
scheme. For a select number of senior managers, the Company pays a portion of the monthly lease cost.
3 Maximum pension is 6% of salary, up to a cap of £105,600. No Directors have a prospective entitlement to a DB pension. Due to lifetime allowance limits, P Price did not
receive any Company pension contributions during 2023. N Breteau received £4,246 Company pension contribution and R Stewart received £6,336 Company pension
contribution due to the annual allowance limit.
4 The 2021 LTIP will vest on 12 November 2024. The value of the Long Term Incentive award has been calculated based on the number of LTIP shares vesting at 27.2% of
maximum using the average share price over the last quarter of 2023. The award value also includes dividend equivalents that have been accrued over the period from the
date of grant until the end of February 2024. The share price used to calculate the number of shares for the LTIP at the point of grant was £2.4282 and the average Q4 2023
share price used to calculate the value of the LTIP above in the single figure was £1.7762, which represents a 27% reduction in the share price.
5 R Stewart received a long service award of £1,887 which has been included in the taxable benefits and total fixed remuneration figures above.
Base Salary
For 2024, the Executive Directors’ base salaries have been reviewed and as set out in the Chair’s letter on pages 110 to 113, the following
increases will apply:
Executive Date of appointment 2023 Base salary¹
Base salary effective from
1 January 2024
Nicolas Breteau 10 July 2018 £785,000 £800,000
Robin Stewart 10 July 2018 £465,000 £475,000
Philip Price 3 September 2018 £475,000 £480,000
1 Base salary was effective from 1 January 2023.
TP ICAP GROUP PLC Annual Report and Accounts 2023118
2023 annual bonus (audited)
For 2023, the annual bonus was based 70% on financial performance and 30% on strategic performance, with a maximum opportunity
of 250% of base salary for the CEO and 200% of base salary for the CFO/GGC. Details of the 2023 financial measures and weightings,
the targets set and performance against these targets are provided in the table below:
Financial performance measure Weighting
Threshold
performance target
(25% of maximum)
Target
performance target
(50% of maximum)
Maximum
performance target
(100% of maximum)
Actual
performance
achieved
Weighted payout
(% of maximum
total bonus)
Adjusted operating profit
(pre-FX gains/losses) 70% £263m £277m £290m £310m 70.0%
Strategic performance
30%
Strategic objectives, along with the corresponding
performance assessment, as set out in pages 120 to 122. 23.5%–25.5% 23.5%–25.5%
Total bonus outcomes 93.5%–95.5%
When setting targets for the annual bonus, the Remuneration Committee considered a range of factors to ensure that they were both
appropriate, in light of the Group’s historical performance, and sufficiently stretching, in the context of global economic and market
conditions, whilst at the same time being motivational for the Executive Directors. The profit targets were set on the basis of a percentage
growth in adjusted operating profit (pre-FX gains/losses) on a constant currency basis. This was primarily to reflect that foreign exchange
movements can have a significant impact on reported numbers over which the Executive Directors and the Group have no control.
The targets were set at the beginning of the year taking into account both the internal budget and external analysts’ forecasts. In
reviewing and approving the targets, the Committee considered the market environment and growth expectations for key business
divisions. At the time the 2023 bonus targets were set in Q1 2023, the outturn for the 2022 reported adjusted EBIT of £275m, which itself
was up 8% on the prior year, was restated to £270m, based on the prevailing exchange rates. FX gains/losses were removed to determine
the adjusted EBIT baseline of £263m against which growth targets were established. At that point in the year, both the 2023 budget
and market consensus were anticipating adjusted EBIT to grow in the 6% to 7% range. In setting the target and stretch growth targets for
adjusted EBIT (pre-FX gains/losses) at 5.2% and 10.4% respectively, the Committee was satisfied that these were sufficiently stretching and
significantly in excess of what the business or the market was expecting. This was particularly the case in the context of the challenging
market conditions the business was experiencing. The year to date revenue performance was flat at the time the targets were set, with the
E&C business only beginning to show indications of recovery, and with the headwinds in the global equity markets continuing to present
challenges for the Liquidnet business. One-off factors, such as an anticipated £4m recovery relating to Russia losses in 2022, were also
removed from the EBIT calculations in order to focus the targets on underlying business growth.
Against the prevailing market conditions, and supported by a focus on cost and margin control, the Committee was therefore pleased with
the actual performance achieved for the period of £310m adjusted EBIT (pre-FX gains/losses), which significantly exceeded the maximum
payout threshold, of £290m representing a 10.4% increase over the restated prior year number.
When determining the overall bonus awards for each Executive Director, the Committee considered the broader performance of the
Executive Directors and the challenges faced by the business over the course of the last year. In spite of these headwinds, the Executive
Directors have continued to focus on the delivery of the corporate strategy, to transform and diversify the business. Group revenue grew 3%
on a constant currency basis, building on last year’s strong performance. The Executive Directors’ focus on productivity, contribution and
cost management generated an 8% increase in Group adjusted EBIT, the highest level of profit ever achieved by the Group. Our Energy &
Commodities division played a key role in hitting this important milestone, delivering record growth in revenue up 18%, and adjusted EBIT
up a significant 45%. On 12 March, we announced that we are starting a second buyback programme of £30m, having completed our
initial £30m buyback. We continue to assess opportunities to free up more cash to pay down debt, and/or return capital to shareholders,
subject to our balance sheet needs. The Board is recommending a final dividend of 10.0 pence per share, which would bring the total 2023
dividend to 14.8 pence, an increase of 19%. We are committed to creating sustainable shareholder value by investing for growth in our
market-leading businesses, maximising the value of our strategic assets, and delivering strong cash generation and dynamic capital
management. The Committee took into account the underlying financial performance over the period and the positive shareholder
experience during the year and were comfortable that the maximum bonus payout under the EBIT measure was appropriate for the
Executive Directors.
TP ICAP GROUP PLC Annual Report and Accounts 2023119
Governance report
Report of the Remuneration Committee
continued
Executive Directors’ 2023 Strategic Objectives (unaudited)
Details of the 2023 strategic objectives for each Executive Director, along with the corresponding performance assessment, are set out in
the following tables:
Nicolas Breteau
CEO strategic objectives Weighting¹ Score Assessment of performance
Execute on our strategic road map
across Global Broking, Energy &
Commodities, Liquidnet and
Parameta Solutions
6% 4% > Met, or exceeded, the updated guidance on the majority of 2023
targets, set at our Capital Markets Day in 2020. Today, the Group is
more diverse, growing the top line, and generating more cash.
> The Fusion roll-out is on track for completion by the end of 2025. It is
now live on 44% of in-scope Global Broking desks. The pace of client
adoption is encouraging, the number of unique client logins for Rates
increased by 24% in 2023, while FX was up 16%.
Build the future of the firm to
enable sustainable growth and
enhance shareholder value
5% 4% > Successfully freed up our targeted £100m of cash before the end of
2023, ahead of schedule. This cash is being used to pay down debt
and other financing obligations, reducing our future net finance
costs, and increasing our investment grade headroom.
> Having completed the initial buyback (£30m) in January 2024, the
Group announced a second buyback programme of £30m, which
commenced on 12 March 2024.
> The Board is recommending a final dividend per share of 10.0 pence
(up 27%). This would bring the total dividend to 14.9 pence per share,
up 19% (2022: 12.4 pence per share).
Develop our client engagement
strategies
5% 4% > Significant improvement has been achieved on the Daily Sales
Outstanding (‘DSO’) project and aged receivables have decreased
substantially during the year. There is continued focus on the
improvement in our billing and accounts receivables processes.
> Client engagement has been substantially enhanced during the year
around Fusion/DSO, together with effective pricing management.
Embed the major regulatory ESG
requirements across TP ICAP
4% 4% > Strong performance against all ESG targets, in particular, the MSCI
ESG Rating increased from “BBB” to “A” and the CDP score increased
from “C” to “B”.
> Achieved a reduction of 21% in Scope 1 and 2 emissions this year
through the office and data centre consolidation programme.
> Significant progress has been made in increasing the number of
women at senior levels within the organisation, although we still
have more to do. In 2018, we set a target to achieve 25% women
in senior management roles in the business by the year 2025, from
a starting point of 16%. As of September 2023, we exceeded our
midway target of 20% set and are on track to meet our headline
target by the end of 2025.
Deliver our people strategy, with a
focus on continuing to strengthen
the bench of excellence
5% 5% > Good progress has been made on strengthening the leadership
team and bringing greater focus on diversity and inclusion across
the Group.
> Employee engagement has improved with the results of the
‘my voice’ survey showing an increase in engagement particularly
around understanding the company strategy.
Remuneration Committee discretion 5% 4.5% > The Committee recognised the CEO’s effective leadership of the
business over the year and his achievements in strengthening the
bench of the Executive Committee and associated succession plans,
along with his focus on unlocking shareholder value for TP ICAP’s
investors and strong performance in both profitability and share
price over the year.
Total for strategic metrics 30% 25.5%
1 Expressed in percentage points summing to 30% in total, 30% being the proportion of the total bonus determined by reference to non-financial metrics.
TP ICAP GROUP PLC Annual Report and Accounts 2023120
Robin Stewart
CFO strategic objectives Weighting¹ Score Assessment of performance
Restructure the global finance
structure with an aim to better align
with Business divisions and
transversal functions
6% 3% > Good progress has been made in restructuring the global finance
team and now we have a matrix reporting structure in place, with
dedicated CFOs for each division and aligned finance business
partnering teams.
> The Group’s forecasting and budgeting process has been enhanced
to drive ownership and accountability with the business line heads
and their CFOs.
Deliver the release of £100m cash
and capital from the business and
reduce core debt accordingly and
evaluate and communicate further
capital optimisation opportunities
5% 5% > The cash release programme has been fully achieved, the Group has
reduced overall debt by £100m.
> Effectively completed the initial buyback of £30m in January 2024,
the Group has announced a second buyback programme of £30m,
which commenced on 12 March 2024, further delivering value
to shareholders.
Deliver re-financing of the
2024 Bond
5% 5% > Successfully re-financed the 2024 Bond during 2023.
Further develop Finance’s processes
and controls to manage TP ICAP’s
capital and liquidity resources
5% 4% > Successfully built a model able to analyse capital consumption by
desk in EMEA, with the view to this being rolled out to other regions,
developing Finance’s management of Group capital, in particular its
allocation to businesses.
> Developed the capital modelling and planning capability of the
Finance function and associated processes (e.g. ICARA) with an
associated £150m capital efficiency benefit.
Embed the major regulatory ESG
requirements across TP ICAP
4% 4% > Good progress has been made against all ESG targets, in particular,
the delivery against the TCFD disclosure and quantitative/
qualitative climate scenario analysis. The TCFD (the Taskforce for
Climate-related Financial Disclosures) has been fully embedded
across the business and divisional levels.
Remuneration Committee discretion 5% 4% > The Committee acknowledged a stronger performance for the CFO
as it relates to market guidance and financial forecasting, and his
personal leadership of the Group’s enhanced capital management.
Total for strategic metrics 30% 25%
1 Expressed in percentage points summing to 30% in total, 30% being the proportion of the total bonus determined by reference to non-financial metrics.
TP ICAP GROUP PLC Annual Report and Accounts 2023121
Governance report
Report of the Remuneration Committee
continued
Philip Price
GGC strategic objectives Weighting¹ Score Assessment of performance
Substantially strengthen the
bench of the Group’s Legal and
Compliance functions and where
practicable in source more advice
and reduce external legal spend
6% 4% > GGC led the capability upgrade of the Legal and Compliance
function. Good progress was made during 2023 on strengthening
the bench of the Legal and Compliance function.
> Cost savings achieved with a reduction in external legal spend
year-on-year through upskilling the team and enhancing technology
and research solutions for the Legal function.
Ensure Compliance delivers its
2023 strategy and executes
its steps on the path-to-green
project plan. Continue to ensure
adherence to the Group’s
Compliance and control
frameworks across TP ICAP
with a particular emphasis on
conduct & culture
5% 5% > Delivered on the Compliance path to green with 95% of Compliance
controls being green.
> Good progress has been made on the control environment and the
GGC led the work alongside IT and Operations to enhance controls
and reporting.
In conjunction with the Business
and Regional CEOs manage the
Group’s legal and regulatory risks
to ensure that the Group remains
within risk appetite. Work with
Business Division CEOs to
minimise the Group’s exposure to
legal claims and regulatory fines
5% 3.5% > Effective implementation of the Group’s Conduct Management and
Governance Framework (‘CMGF’) to ensure that conduct matters are
dealt with in a consistent way across the Group. The Group Conduct
Oversight Committee reviews the decisions of each Regional
Conduct Oversight Committee to confirm that it is operating
effectively, with issues being identified and addressed appropriately.
To date, there has been a significant reduction in policy breaches
across the Group.
> Worked closely with the first line of defence and management to
ensure the risk of regulatory fines and claims are mitigated.
Continue to improve the firms
standing with regulators and
policymakers to deliver positive
operational and reputational
outcomes
5% 3.5% > The GGC effectively promoted the Group’s good standing with
global regulators and external stakeholders.
> The GGC’s relationship with UK regulatory bodies has helped to
navigate a challenging post-Brexit landscape, to preserve revenues
and broker retention.
Drive the Group’s commitment to
ESG and make progress towards
delivery in 2025 of ESG targets on
net zero, gender diversity and
new business approval
4% 4% > Leads on the Group’s ESG agenda, particularly in relation to social
engagement. Established a Global Inclusion Council and regional
action plans to support the delivery of D&I initiatives globally.
> Achieved a reduction of 9% in scope 1 and 2 emissions this year as
a result of the office and data centre consolidation programme.
> The female representation of our non-broking employee base
increased to 35% in 2023 and remains in progress and on target.
Remuneration Committee
discretion
5% 3.5% > The Committee acknowledged the achievements of the GGC in
driving cultural change throughout the Group, as well as his
contribution towards embedding a robust control environment.
Total for strategic metrics 30% 23.5%
1 Expressed in percentage points summing to 30% in total, 30% being the proportion of the total bonus determined by reference to non-financial metrics.
TP ICAP GROUP PLC Annual Report and Accounts 2023122
Total annual bonus outcome for 2023 performance (audited)
The total bonus for each Executive Director for the year to 31 December 2023 is therefore as follows:
Measure Weighting
CEO bonus
(% Max bonus)
CFO bonus
(% Max bonus)
GGC bonus
(% Max bonus)
Adjusted operating profit (pre-FX gains/losses) 70% 70.0% 70.0% 70.0%
Strategic performance 30% 25.5% 25.0% 23.5%
Total bonus (as a percentage of maximum) 100% 95.5% 95.0% 93.5%
Total bonus (£000s)
50% of the total bonus for each Executive Director will be awarded in Company shares and deferred over three years vesting in equal
tranches, in accordance with the rules of the Executive Director Bonus Plan. Deferred share awards will also be subject to a six-month
retention period following vesting, which is considered to be in line with regulatory requirements.
The Committee determined that the bonus outcome for the Executive Directors appropriately reflected the financial performance and
strategic progress that has been made during 2023.
Long-term incentives (audited)
LTIP awarded in 2021
On 12 November 2021, conditional share awards under the LTIP were granted to the Executive Directors. The performance measures,
which were assessed over the period January 2021 to December 2023, the weightings and vesting outcomes are set out in the table below.
Performance measure
Threshold
(20% vesting)
Maximum³
(100% vesting) Actual achieved Overall vesting
Relative TSR¹ (65% weighting)
Median
Upper
Quartile or
above
Above
median 41.8%
New Business Growth² (35% weighting) 10%+ p.a. 16%+p.a. 2.4% 0%
Overall vesting outcome (% of maximum) 27.2%
1 TSR comparator group of FTSE 250 listed companies excluding real estate and investment trusts.
2 CAGR over three years 2021 to 2023. Defined as growth in underlying operating profit of the sum of Energy & Commodities, Liquidnet (previously Agency Execution)
and Parameta.
3 Payout between threshold and maximum rises on a straight line basis to 100% of payout for attainment of maximum performance condition.
Performance graph
A graph depicting the Company’s TSR in comparison to other companies in the FTSE 250 Index (excluding investment trusts) in the ten
years to 31 December 2023 is shown below.
The Board believes that this index is most relevant as it comprises listed companies of a similar size.
Total shareholder return
50
75
125
100
175
150
200
Dec 23Dec 22Dec 21Dec 20Dec 19Dec 18Dec 17Dec 16Dec 15Dec 14Dec 13
TP ICAP FTSE 250 Index (excluding investment trusts)
Value (£) (rebased)
Source: Eikon from Refinitiv.
This graph shows the value, by 31 December 2023, of £100 invested in TP ICAP on 31 December 2013, compared with the value of £100
invested in the FTSE 250 Index (excluding investment trusts) on the same date.
TP ICAP GROUP PLC Annual Report and Accounts 2023123
Governance report
Report of the Remuneration Committee
continued
Chief Executive remuneration history
Year ended Name
Total
remuneration
£000
Annual bonus %
of max pay-out
LTI % of max
vesting
31 December 2023 Nicolas Breteau⁶ 3,092 95.5% 27.2%
31 December 2022 Nicolas Breteau 1,919 62% 0%
31 December 2021 Nicolas Breteau 1,715 54% 0%
31 December 2020 Nicolas Breteau 1,937 75.0% 0%
31 December 2019 Nicolas Breteau 2,184 94.0% 0%
31 December 2018 Nicolas Breteau¹ 757 56.6% 0%
John Phizackerley² 325 0% 0%
31 December 2017 John Phizackerley⁵ 1,666 88% 62%
31 December 2016 John Phizackerley 3,381 94% 74%
31 December 2015 John Phizackerley 2,250 80% n/a
31 December 2014 John Phizackerley³ 720 n/a n/a
31 December 2014 Terry Smith⁴ 433 n/a –
1 For the six-month period from 10 July 2018. Percentage represents the overall percentage score achieved on individual performance targets.
2 Total Remuneration includes base salary received through to termination date of 9 July 2018.
3 For the four-month period from 1 September 2014.
4 For the eight-month period from 1 January 2014 to 31 August 2014.
5 2017 reflects the final LTIs paid out in 2018 relating to 2017 reduced by the forfeiture of deferred bonus relating to 2017.
6 The 2021 LTIP will vest on 12 November 2024, the performance period was 1 January 2021 – 31 December 2023. The value of the Long Term Incentive award has been
calculated based on the number of LTIP shares vesting at 27.2% of maximum using the average share price over the last quarter of 2023. This also includes the value of
dividend equivalents that have been accrued over the period from the date of grant until the end of February 2024. The share price used to calculate the number of shares
for the LTIP at the point of grant was £2.4282 and the average Q4 2023 share price used to calculate the value of the LTIP in the table above was £1.7762, which represents
a 27% reduction in the share price.
Relative importance of spend on remuneration
The table below shows the expenditure and percentage change in overall spend on employee remuneration and dividend payments:
£m 2023 2022 % change
Employee remuneration¹ 1,360 1,320 3%
Shareholder dividends paid² 99 78 27%
1 Employee remuneration includes employer’s social security costs and pension contributions.
2 Shareholder dividends comprises the dividends paid. On 10 August 2023, the Group commenced a £30m share buyback which was completed on the 3 January 2024, in
order to reduce the capital of the Company and/or meet obligations under employee share schemes. Ordinary Shares purchased under the buyback that are not cancelled
will have their rights to dividend receipt waived by the Company, these shares are currently held as Treasury shares. The shareholder dividends paid value above does not
include the £30m share buyback.
Directors’ shareholdings and share interests (audited)
The interests (all beneficial) as at 31 December 2023 in the ordinary share capital of the Company were as follows:
Director RSP shares⁴ LTIP shares³
Unvested
shares² Shares¹
Richard Berliand – – – 150,000
Nicolas Breteau 1,315,540 756,733 806,299 424,621
Robin Stewart 778,995 450,951 372,857 191,001
Philip Price 795,184 458,158 394,790 233,920
Tracy Clarke – 14,000
Michael Heaney – – – 91,000
Angela Crawford-Ingle – – – 39,401
Mark Hemsley – – – 22,000
Kath Cates 19,274
Amy Yip – – – –
1 Shares owned outright.
2 Unvested shares awarded under the Deferred Bonus Plan, not subject to performance conditions. Share vesting is governed by the rules of the Plan.
3 LTIP shares are subject to performance conditions, details of which are set out on page 123. The 2021 LTIP was granted on 12 November 2021 and will vest on 12 November
2024, with the performance conditions measured over the period 1 January 2021 to 31 December 2023. The vesting outcome for the 2021 LTIP is 27.2% of maximum.
The LTIP shares figure above is the total number of shares awarded at grant under the LTIP.
4 RSP shares are subject to performance underpins, details of which are set out on the next page under the table ‘Conditional Share Awards under the RSP’.
The Company operates a SAYE share option scheme on the same terms for all UK employees. Nicolas Breteau is a participant in the 2023
SAYE scheme with options over shares of 12,726. Robin Stewart and Philip Price participated in the 2022 SAYE scheme, with options over
shares of 15,003, respectively. There has been no change in Director’s shareholdings between 31 December 2023 and 12 March 2024.
TP ICAP GROUP PLC Annual Report and Accounts 2023124
Shareholding requirements (audited)
Executive Directors must build a holding in minimum value of the Company’s ordinary shares equivalent to 300% of base salary in respect
of the Chief Executive Officer and 200% of base salary for all other Executive Directors. Whilst the shareholding thresholds have not yet
been met, all Executive Directors who served during the year complied with the Company’s requirements in respect of their interests in the
shares of the Company.
Executive
Director
Number of eligible shares
as at 31 December 2023¹
Value of shares held
as at 31 December 2023²
Shareholding as % of base salary
as at 31 December 2023
Shareholding requirement
(% salary)
Nicolas Breteau 851,959 1,663,277 212% 300%
Robin Stewart 388,615 758,692 163% 200%
Philip Price 443,158 865,176 182% 200%
1 Includes all shares owned outright and all unvested deferred bonus shares not subject to performance conditions on a notional net of tax basis. The Executive Directors will
receive additional shares in November 2024, when the 2021 LTIP vests. These additional shares will increase the CEO’s shareholding as a percentage of salary to 239%,
190% for the CFO and 209% for the GGC.
2 Based on share price of £1.952 as at 29 December 2023.
Scheme interests awarded in the year (audited)
The table below sets out scheme interests awarded to Executive Directors in the year, alongside details of the performance conditions,
vesting schedule and retention period.
Executive
Director
Date of
grant
Granted during
the year
Face value
£000
Face value
% of salary
Performance
conditions/Underpin
Vesting
date
End of retention
period
Conditional Share Awards under the RSP¹
Nicolas Breteau 31/03/23 546,657 £981 125%
see information
below on the
RSP underpin
31 March 2026 31 March 2028
Robin Stewart 31/03/23 323,816 £581 125% 31 March 2026 31 March 2028
Philip Price 31/03/23 330,779 £594 125% 31 March 2026 31 March 2028
Deferred shares awarded under the Annual Bonus²
Nicolas Breteau 31/03/23 324,338 £582 74%
n/a
31 March 2026 31 Sept 2026
Robin Stewart 31/03/23 149,896 £269 58% 31 March 2026 31 Sept 2026
Philip Price 31/03/23 155,458 £279 59% 31 March 2026 31 Sept 2026
1 The face value of the RSP awards was converted into a number of shares using a share price of £1.7950, being the five-day volume weighted average price up to
and including the date of grant on the 31 March 2023. The performance underpin will be assessed over the 3 year period 1 January 2023 and 31 December 2025
(the “Restricted Period”).
2 The face value of the deferred share awards was converted into a number of shares using a share price of £1.7950, being the five-day volume weighted average price up
to and including the date of grant on the 31 March 2023. Note that the vesting date of 31 March 2026 represents the date on which the final tranche of the deferred share
award will vest and the end of the retention period on the 31 September 2026 also relates to the final tranche of the deferred share award.
RSP underpin assessment
The performance underpins applicable to the above RSP are as follows:
The Committee shall have regard to the Group’s financial and non-financial performance over the course of the vesting period and may
take into account the following factors (among others) when determining whether to reduce the number of shares vesting:
> Whether threshold performance levels have been achieved for the Bonus Plan for each of the three years in the vesting period;
> The underlying financial performance progression over the vesting period, considering (but not limited to) such factors as revenue,
profitability, absolute/relative TSR performance, cash generation and adherence to the dividend policy (to maintain 2x adjusted
earnings dividend cover); and
> Performance against strategic priorities designed to promote the long-term success of the Company including (but not limited to)
operating model improvements, building on the Group’s competitive advantage, digital and technology improvements, focus on ESG
(including sustainability), employee satisfaction and the management of day-to-day risks.
Payments for loss of office and payments to past Directors (audited)
There were no payments made for loss of office or remuneration payments made to former Executive Directors during the year.
Chief Executive pay ratio
The table at the top of page 126 compares compares the 2023 single total figure of remuneration for the CEO with that of the Group’s UK
employees who are paid at the 25th percentile (lower quartile), 50th percentile (median) and 75th percentile (upper quartile). The CEO pay
ratio has slightly increased this year due to the increase in bonus payout for the CEO, given the excellent performance against the EBIT and
strategic targets, and the value of the 2021 LTIP, which was tested over the performance period 1 January 2021 to 31 December 2023, and
is due to vest in November 2024. Only a select few employees below Board level tend to receive equity awards. When the Special Equity
awards, which were granted more widely to employees in 2022, vest in 2025 these will be included in the figures. The Group is focused on
pay fairness across the workforce and the concept of offering greater certainty in remuneration to junior and lower paid employees in the
form of proportionally higher fixed pay is consistent with the pay and reward policies for the Group as a whole. The Remuneration Committee
considers the relative stability in the median pay ratio over the last five years to reflect the alignment of CEO and all employee pay outcomes,
albeit that the quantum of ‘at risk’ variable pay is higher for the CEO than for the wider workforce. The Committee is also satisfied that the
median pay ratio is consistent with the pay, reward and progression policies for our employee population.
TP ICAP GROUP PLC Annual Report and Accounts 2023125
Governance report
Report of the Remuneration Committee
continued
Year Method
25
th
percentile
pay ratio
50
th
percentile
pay ratio
75
th
percentile
pay ratio
2023 A 47:1 26:1 14:1
2022 A 31:1 17:1 9:1
2021 A 29:1 16:1 8:1
2020 A 34:1 18:1 8:1
2019 A 38:1 20:1 9:1
The Committee chose to use Option A to calculate the ratio as the data was available and the approach is considered to be the most
accurate. The employee data was taken as at 31 December 2023; employee means anyone employed under a contract of service.
A full-time equivalent total was created for part-time employees and the remuneration of employees hired during the year was
annualised. The resulting list was then ranked to identify the individuals at the 25th, 50th and 75th percentiles. The CEO pay ratios
were then calculated based on these percentiles.
The table below sets out the salary and total pay and benefits for the three identified quartile point employees. As shown below, total pay
has increased this year across all three percentiles due to an increase in the bonus spend for support staff. The movement in salary levels is
reflective of the range of compensation arrangements within the Group.
25
th
percentile 50
th
percentile 75
th
percentile
2023
Salary 50,000 96,000 170,000
Total pay and benefits 65,189 11 7,6 61 221,336
2022
Salary
£44,470 £88,833 £90,000
Total pay and benefits £61,938 £111,537 £210,167
Percentage change in Directors’ remuneration
The Committee monitors the changes year-on-year between our Directors’ pay and average employee pay. In accordance with the
Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019, the table below shows the percentage
change in Executive Director and Non-executive Director total remuneration compared to the change for the average of employees within
the Company, over the last four years.
% change in remuneration
between 2023 and 2022
% change in remuneration
between 2022 and 2021
% change in remuneration
between 2021 and 2020
% change in remuneration
between 2020 and 2019
Salary/
Fee
Taxable
benefits
Short-
term
variable
pay
Salary/
Fee
Taxable⁶
benefits
Short-
term
variable
pay
Salary/
Fee
Taxable
benefits
Short-
term
variable
pay Salary/Fe
Taxable
benefits
Short-
term
variable
pay
Chief Executive Officer 5% 453% 61% 4% 2% 17% 7% 5% -21% 3% 3% -17%
Chief Financial Officer 5% 335% 64% 1% 2% 28% 1% 5% -33% 2% 3% -19%
Group General Counsel 5% 99% 59% 2% 2% 21% 2% 5% -30% 3% 3% -17%
Richard Berliand 0% n/a n/a 0% n/a n/a 0% n/a n/a 5% n/a n/a
Tracy Clarke¹ 0% n/a n/a 6% n/a n/a n/a n/a n/a n/a n/a n/a
Michael Heaney⁹ -8% 5015% n/a 21% n/a n/a -12% n/a n/a 2% n/a n/a
Edmund Ng8 1% n/a n/a 0% n/a n/a -21% n/a n/a -6% n/a n/a
Angela Crawford-Ingle² 0% -16% n/a 5% n/a n/a 39% n/a n/a n/a n/a n/a
Mark Hemsley³ 0% n/a n/a 0% n/a n/a 29% n/a n/a n/a n/a n/a
Kath Cates⁴ 12% n/a n/a 13% n/a n/a n/a n/a n/a n/a n/a n/a
Louise Murray⁵ -50% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Amy Yip⁷ n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Employees 8% -1% 18% 14% 2% 41% 4% 7% -28% 2% 10% -15%
1 Appointed as Remuneration Committee Chair on 12 May 2021.
2 Appointed to the Board on 16 March 2020.
3 Appointed to the Board on 16 March 2020.
4 Appointed to the Board on 1 February 2021.
5 Appointed to the Board on 31 December 2021 and stepped down as a Director with effect from 30 June 2023. As pro-rated fee for 2021 was negligible at £219, the
percentage change is disclosed as n/a.
6 Although NED expenses tax settled through a PAYE Settlement Agreement (‘PSA’) is available for the 2021/2022 and 2022/2023 income tax year, information for prior years is not
readily available. Year-on-year percentage change is therefore shown as n/a. Disclosure of the percentage change in taxable benefits for NEDs will be available going forwards.
7 Appointed as a Director with effect from 1 September 2023.
8 Edmund Ng stepped down as a Director with effect from 31 October 2023.
9 The increase in taxable benefits reflects the additional travel to Board and Committee meetings during the period 2022/2023.
Short-term variable pay includes annual bonus (both cash and deferred bonus). As the Parent Company does not have employees, the data
above represents a voluntary disclosure against a suitable comparator group. A large portion of the Group’s remuneration is payable to
Brokers who earn a significant portion of their income as contractual bonus based on a formula linked to revenue. It is therefore considered
that a comparison of the Executive Director’s remuneration with that of UK non-broker staff is more meaningful than a comparison with
all employees.
TP ICAP GROUP PLC Annual Report and Accounts 2023126
Employee calculations are based on an average percentage change in salary and short-term variable pay on a same-store comparison
i.e. when comparing employees who have been employed by the firm for both performance years 2022 and 2023. The average increase
in employees’ short-term variable pay between 2022 and 2023 is 18%.
Fees paid to Non-executive Directors
The single total figure of remuneration for each of the Non-executive Directors who held office during the year ended 31 December 2023
was as follows:
Fees Benefits⁴ Total
2023
£000
2022
£000
2023
£
2022
£
2023
£000
2022
£000
Richard Berliand 300 300 0 739 300 301
Tracy Clarke 95 95 0 739 95 96
Michael Heaney¹ 138 150 17,000 332 155 150
Edmund Ng² 101 100 0 0 101 100
Angela Crawford-Ingle 105 105 600 727 106 106
Mark Hemsley 90 90 0 739 90 91
Kath Cates¹ 118 105 0 739 118 106
Louise Murray³ 40 80 0 12 40 80
Amy Yip⁵ 45 n/a 0 n/a 45 n/a
1 On 1 March 2023 Michael Heaney stepped down as Senior Independent Director and Kath Cates took over the role.
2 Edmund Ng stepped down as a Director with effect from 31 October 2023.
3 Louise Murray stepped down as a Director with effect from 30 June 2023.
4 Note that 2022 and 2023 disclosure is in £ not £000. The figures show expenses tax settled through a PAYE Settlement Agreement (‘PSA’) in respect of the 2022/2023 and
2021/2022 tax years.
5 Amy Yip was appointed as a Director with effect from 1 September 2023.
Non-executive Director fees
The fees for the Non-executive Directors for 2023 are as follows:
£m
Fees from
1 January 2024
Fees from
1 January 2023
Chair £300,000 £300,000
Base fee £70,000 £70,000
Senior Independent Director £15,000 £15,000
Chair of the Audit, Risk and Remuneration Committees £25,000 £25,000
Membership of the Audit, Risk and Remuneration Committees £10,000 £10,000
Overseas-based NED supplement £35,000 £35,000
Regional Engagement NED £10,000 £10,000
Non-executive Directors received no other benefits or other remuneration other than reimbursement of all reasonable and properly
documented travel, hotel and other incidental expenses incurred in the performance of their duties and any tax and social costs arising
thereon. Non-executive Directors based overseas will be reimbursed for reasonable costs of travel and accommodation for trips to London
to attend Board meetings. Any UK tax liability thereon will be met by the Company.
Voting at the 2023 AGM
At the AGM held on 17 May 2023, the following votes were cast in respect of the Report on Directors’ Remuneration. The votes shown
below in relation to the Directors’ Remuneration Policy were cast on 11 May 2022.
For¹,² Against¹ Votes withheld¹
Number % Number % Number
Approval of the Directors’ Remuneration Report 627,406,527 92.09 53,868,120 7.91 14,702
Approval of the Directors’ Remuneration Policy 602,189,092 85.17 104,878,431 14.83 10,400
1 Votes ‘For’ and ‘Against’ are expressed as a percentage of votes cast. A ‘Vote withheld’ is not a vote in law.
2 Votes ‘For’ includes those giving the Chairman discretion.
TP ICAP GROUP PLC Annual Report and Accounts 2023127
Governance report
Report of the Remuneration Committee
continued
Governance
The Directors’ Remuneration Report has been prepared in
accordance with the Large and Medium-sized Companies and
Groups (Accounts and Reports) (Amendment) Regulations 2008 (as
amended by the 2013 Regulations) the UKLA Listing Rules and the
UK Corporate Governance Code. The Companies Act 2006 requires
the auditor to report to the Company’s members on certain parts of
the Directors’ Remuneration Report and to state whether in their
opinion those parts of the report have been properly prepared in
accordance with the regulations.
The Remuneration Committee Chair’s statement, the Remuneration
at a Glance section and certain parts of the Annual Report on
Remuneration (indicated in that report) are unaudited.
Remuneration Committee
Members of the Remuneration Committee during the year were:
Tracy Clarke (Chair), Edmund Ng (until 31 October 2023), Richard
Berliand (from 20 April 2023), Amy Yip (from 1 September 2023)
and Michael Heaney.
Key responsibilities of the Remuneration Committee
The role of the Committee is to set the overarching principles of
the Remuneration Policy and provide oversight on remuneration
across the firm. The Board has delegated responsibility to the
Committee for:
> Working with management to develop, formalise and approve
transparent policies on remuneration for the Company’s
workforce, that support the Company’s long-term strategic goals
and are aligned to its culture;
> Reviewing the Company’s remuneration policies with regard to
the Company’s risk appetite, alignment to the long-term strategic
goals, ongoing appropriateness, and compliance with corporate
governance and regulatory requirements; reviewing the ongoing
appropriateness and relevance of the remuneration policies; and
consulting with significant shareholders as appropriate;
> Ensuring implementation of the Company’s remuneration policies
is subject to review;
> Considering relationships between incentives and risk to ensure
that risk management and appetite are properly considered in
setting and implementing the Remuneration Policy;
> Reviewing wider workforce pay and, whilst the Committee does
not directly consult employees on the remuneration policy for
Executive Directors, considering mechanisms for explaining to
the workforce how executive pay and any related policies are
aligned with remuneration for the wider workforce;
> Keeping under review the Company’s gender and ethnic pay
gaps and overseeing the implementation of actions identified as
being required;
> Ensuring Executive Director remuneration is in line with the most
recent Directors’ Remuneration Policy and that wider workforce
pay has been considered when setting Executive pay;
> Setting appropriately challenging incentive targets for the
Executive Directors;
> Ensuring risk management and conduct events are reflected in
remuneration outcomes;
> Determining and approving the rules of any new employee share
scheme or other equity-based long-term incentive programme or
any new performance related pay schemes and total annual
payments under such schemes;
> Reviewing and approving the total incentive pools for the
non-broking workforce, save with respect to the senior
management population;
> Reviewing and approving, after consultation with the
Chief Executive, the level and structure of remuneration for
senior management;
> Reviewing and approving the level and structure of remuneration
for the Heads of Control Functions; and
> Keeping under review a formal policy for post-employment
shareholding requirements encompassing both unvested and
vested shares.
Key Remuneration Committee activities in 2023
The Committee’s focus areas this year were:
> Assessing the performance of the Executive Directors against
the financial and strategic non-financial metrics;
> Determining the financial metrics used to assess 70% of the
Executive Directors’ 2023 Bonus and the RSP underpin;
> Setting specific 2023 strategic performance objectives for each of
the Executive Directors to assess 30% of their 2023 Annual Bonus;
> Benchmarking the remuneration of the Executive Directors;
> Reviewing risk-adjusted reward policies and processes to ensure
conduct and culture are considered in all reward decisions;
> Reviewing the Company’s compliance with the FCA‘s MIFIDPRU
Remuneration Code, reviewing the Group’s Material Risk Takers
and related remuneration disclosure requirements;
> Reviewing all employee remuneration arrangements to ensure
that the Company is able to continue to attract and retain key
talent and to support employees in the context of a ‘cost of living’
crisis; and
> Reviewing our pension and benefits offerings across the Group to
ensure that they remain competitive.
Outside directorships
Nicolas Breteau, Robin Stewart and Philip Price did not have any
outside directorships from which they received any remuneration
during 2023.
The alignment of Executive remuneration with wider Company
pay policy
The employees of TP ICAP are critical to its long-term success and
the Remuneration Committee is responsible for developing and
maintaining formal and transparent policies on remuneration for
the Company’s employees.
Our philosophy on remuneration, that applies to all employees:
> We seek to attract and retain high-performing and motivated
employees and remunerate them with a competitive base salary;
> We align reward with the delivery of the Group’s business
strategy, values, key priorities and long-term goals;
> We reward behaviours that both create sustainable results in line
with our core values of accountability, authenticity, adaptability
and do not encourage excessive risk taking and are in line with
our current risk conduct framework;
> We align remuneration with the principle of protection of
customers and the prevention of conflicts of interest;
> We deliver some elements of compensation as shares in the
Company to align senior employee, Executive and shareholder
interests; and
> We provide standard benefits that apply across all
employee groups.
TP ICAP GROUP PLC Annual Report and Accounts 2023128
2024 AGM
Copies of the Executive Directors’ employment contracts and the
Non-executive Directors’ letters of appointment are available for
inspection at the registered office of the Company during normal
business hours and will be available for shareholders to view at the
2024 AGM. Executive Directors have rolling contracts which may be
terminated by either the Company or the Director giving 12 months’
notice. Details of the contractual arrangements for the Non-executive
Directors are set out in the Directors’ Remuneration Policy.
Implementation of Remuneration Policy in 2024
Base salaries
It was agreed that the following increases would apply for the
Executive Directors:
> Chief Executive: £800,000 (1.9% increase)
> Chief Financial Officer: £475,000 (2.2% increase)
> Group General Counsel: £480,000 (1.1% increase)
Annual bonus
The annual bonus will continue to be based on the existing
scorecard of financial and strategic performance targets aligned
to the business strategy, conduct and risk KPIs, with no change to
the maximum bonus opportunities of 250% of base salary and
200% of base salary for the Chief Executive Officer and CFO/GGC
respectively. The performance measures will be:
> Adjusted Operating Profit – 70%
> Strategic Objectives – 30%
Details of targets are deemed to be commercially sensitive and will
be disclosed retrospectively in the next Directors’ Remuneration
Report. In addition, 50% of the total bonus awarded will be
deferred into shares, pro-rata vesting over three years. The deferred
share awards will also be subject to a six-month retention period
following vesting.
RSP
For the RSP awards of 125% of salary to be granted to each
Executive Director in March 2024, the following conditions will
apply. The RSP will vest after three years, subject to the assessment
of an underpin at the end of 2026. When assessing the underpin the
Committee shall have regard to the Group’s financial and non-
financial performance over the course of the vesting period, and
may take into account the following factors (amongst others) when
determining whether to reduce the number of shares vesting:
> Whether threshold performance levels have been achieved for
the performance conditions for the Bonus Plan for each of the
three years in the vesting period;
> The underlying financial performance progression over the
vesting period, considering (but not limited to) such factors as
revenue, profitability, absolute/relative TSR performance, cash
generation and adherence to the dividend policy (to maintain 2x
adjusted earnings dividend cover); and
> Performance against strategic priorities designed to promote the
long-term success of the Company including (but not limited to)
operating model improvements, building on the Group’s
competitive advantage, digital and technology improvements,
focus on ESG (including sustainability), employee satisfaction
and the management of day-to-day risks.
Advice provided to the Remuneration Committee
PricewaterhouseCoopers (‘PwC’) provided external remuneration
advice to the Remuneration Committee until May 2023. PwC was
appointed by the Remuneration Committee, initially in November
2018 to provide advice to the Remuneration Committee on the
development of the new Directors’ Remuneration Policy and was
subsequently appointed as the sole adviser to the Committee. In
addition, PwC provided tax advice to the Company. PwC is a
signatory to the Remuneration Consultants Group Code of Conduct
which requires it to provide objective and impartial advice.
The Remuneration Committee is satisfied that the PwC
engagement partner and team, which provided remuneration
advice to the Committee during the year, did not have connections
with TP ICAP that might impair their independence or objectivity.
The fees payable for advice provided by PwC in 2023 were
£45,000 (excluding VAT). Fees were charged on a fixed fee basis.
The Committee is satisfied that these fees are appropriate for the
work undertaken.
During 2023, Alvarez & Marsal (‘A&M’) were appointed as the
Remuneration Committee advisers following a request for proposal
(‘RFP’) process in early 2023. A&M were appointed by the
Remuneration Committee in June 2023 to provide independent
advice on remuneration policy and implementation. A&M is a
signatory to the Remuneration Consultants Group Code of Conduct
which requires it to provide objective and impartial advice.
The Remuneration Committee is satisfied that the A&M
engagement partner and team providing remuneration advice
to the Committee do not have connections with TP ICAP that
might impair their independence or objectivity. The fees payable
for remuneration advice provided by A&M in 2023 were
£60,937 (excluding VAT), based on the consulting time required.
The Committee is satisfied that these fees are appropriate for the
work undertaken.
Allen & Overy LLP provided advice on law and regulation in
relation to employee incentive matters. This firm also provided
general legal advice to the Company. Advice was also provided on
occasion by the CEO, CFO, Group General Counsel, Group Head of
HR and CRO.
Approved by the Board and signed on its behalf by
Tracy Clarke
Chair
Remuneration Committee
12 March 2024
TP ICAP GROUP PLC Annual Report and Accounts 2023129
Governance report
Directors’ report
The Directors present their report together with the audited Consolidated Financial Statements for the year ended 31 December 2023.
TP ICAP Group plc is incorporated as a public limited company and is registered in Jersey with the registered number 130617. The
Company’s registered office is 22 Grenville Street, St Helier, Jersey, JE4 8PX. Although the Company is subject to Companies (Jersey) Law
1991, the following report also includes certain disclosures required for a UK incorporated company under the UK Companies Act 2006 in
the interests of good governance.
As permitted by legislation, the following statements made pursuant to company law, the UK Listing Authority’s Listing Rules, and the
Disclosure Guidance and Transparency Rules are set out elsewhere in this Annual Report and are incorporated into this report by reference:
Disclosure Location
Board of Directors Board of Directors (pages 84 to 87)
Results for the year Consolidated Income Statement (page 141)
Dividends Strategic report (page 1, 3, 10 and 40)
DTR 7 Corporate Governance Statement (excluding DTR 7.2.6, which
is covered by this Directors’ report)
Governance report (pages 76 to 133)
How the Directors have engaged with and had regard to employees Strategic report, Stakeholder engagement (page 48)
How the Directors have had regard to the need to foster business
relationships with stakeholders
Strategic report, Stakeholder engagement (page 50)
Directors’ share interests Report of the Remuneration Committee (page 124)
Financial instruments Note 30 to the Consolidated Financial Statements (pages 180 to 185)
Viability statement Strategic report (page 54)
Going concern statement Strategic report (page 54)
Principal risks and uncertainties Strategic report (pages 55 to 63)
Human rights and equal opportunities Strategic report (pages 22 to 25)
Related party transactions Note 39 to the Consolidated Financial Statements (page 198)
Business activities and performance Strategic report (pages 2 to 17 and 30 to 45)
Financial position Strategic report (pages 34 to 45)
Key risk analysis Strategic report (pages 55 to 63)
Loans and other provisions Notes 3, 26 and 28 to the Consolidated Financial Statements
(pages 147 to 157, 176 to 178, and 178 to 179)
Issued share capital Note 31 to the Consolidated Financial Statements (page 186)
Future developments Strategic report (pages 2 to 17)
Statement of Directors’ responsibilities Page 133
Listing Rule 9.8.4 disclosure
The trustee of the Employee Benefit Trust waived its rights to receive
dividends on shares held by them. Information regarding long-term
incentive schemes is contained within the Report of the Remuneration
Committee (pages 110 to 129) and incorporated into this report by
reference. Other than as indicated, there are no further disclosures
to be made under Listing Rule 9.8.4.
Listing Rule 9.8.6(9) and 14.3.33 disclosure
The Company is supportive of the FCA’s drive to increase
gender and ethnicity diversity amongst the boards and executive
management of premium and standard listed companies. As at
1 March 2024 the Board comprises 40% women, our Senior
Independent Director is a woman, and one member of the Board is
from a minority ethnic background. There have been no changes of
Directors since 1 March 2024. Please see page 131 for details of the
changes of Directors during 2023. Additionally, at its March 2024
Board meeting, the Board were pleased to approve and adopt a
Board Diversity Policy which is available to view on our website.
Further details (numbers and percentages) on the gender and ethnic
diversity of the Board and senior management as at 31 December
2023 are set on page 79. The Company’s approach to collecting the
data used for the purposes of making the disclosures in LR 9.8.6 R(9)
and (10) is on the basis of self-reporting by individuals from a
pre-populated list available in the employee self-service module.
The Nominations & Governance Committee and Board will
continue to focus on the new disclosure requirements for the year
ending 31 December 2024 as a part of Board and senior management
succession planning. Otherwise than as indicated, there are no
further disclosures to be made under Listing Rules 9.8.6(9) and
14.3.33, and DTR 7.2.8.
Post balance sheet events
There are no post balance sheet events.
Scheme of Arrangement
On 24 February 2021, the High Court of England and Wales
approved a scheme of arrangement (the ‘Scheme of Arrangement’)
pursuant to which TP ICAP Group plc became the new holding
company of the TP ICAP Group. On 26 February 2021, following
delivery of the Court order sanctioning the Scheme of Arrangement,
the Scheme of Arrangement became effective and TP ICAP Group
plc’s Ordinary Shares were listed on the premium listing segment of
the Official List and to trading on the London Stock Exchange plc’s
main market for listed securities. TP ICAP Group plc therefore
replaced TP ICAP Finance plc (previously TP ICAP plc) as the
ultimate parent entity of the TP ICAP Group.
TP ICAP GROUP PLC Annual Report and Accounts 2023130
Treasury shares
Ordinary shares held by the Company in treasury do not carry voting
rights. If the treasury shares are subsequently sold or transferred for
the purposes of satisfying an employee share scheme as permitted
by the Companies (Jersey) Law 1991, then the shares, at this point,
will again carry their full voting rights. Further details on treasury
shares can be found in Note 32 to the financial statements.
Note that treasury shares are ordinary shares previously repurchased
by the Company but not cancelled (and therefore deducted from
equity and included within the Treasury share reserve) and, as they
are no longer outstanding, they are excluded for earnings per share
and voting rights purposes. Further details on issued share capital
can be found in Note 31 to the financial statements.
Directors
The biography for each of the current Directors is set out on pages
84 to 87. Each of the Directors served on the Board of TP ICAP
Group plc throughout the year, except for Amy Yip who was
appointed to the Board of Directors on 1 September 2023. Louise
Murray and Edmund Ng were also Directors of the Company during
2023 until they resigned from the Board on 30 June 2023 and
31 October 2023 respectively.
With regards to the appointment and replacement of Directors, the
Company is governed by its Articles of Association (the ‘Articles’),
the Companies (Jersey) Law 1991, the UK Companies Act 2006,
related legislation, and the UK Corporate Governance Code (as
amended). The Articles may be amended by special resolution of
the shareholders and were last amended in February 2021. The
Articles provide that, at each AGM, all the Directors who held office
on the date seven days before the Notice of that AGM must retire
from office and each Director wishing to continue to serve must
submit themselves for election or re-election by shareholders.
Directors’ conflicts
The Directors are required to notify the Company of any potential
conflicts of interest that may affect them in their roles as Directors
of TP ICAP Group plc. All new potential conflicts of interest are
recorded and reviewed by the Board as they arise, and the Register
of Conflicts and Relevant Situations is reviewed at each scheduled
meeting of the Nominations & Governance Committee.
Directors’ interests in contracts of significance
Linked to the above, no Director declared a material interest in
any contracts of significance subsisting during the period under
review, to which the Company or one of its subsidiary undertakings
was a party.
Directors’ indemnity arrangements
The Company maintains liability insurance for its Directors and
officers and, to the extent allowed by Companies (Jersey) Law 1991
and the Company’s Articles of Association. This includes directors
of the Company’s subsidiaries. The Company provides a standard
indemnity against certain liabilities that Directors may incur in their
capacity as a Director of the Company. The liability insurance
provided to a Director does not provide cover in the event a ruling
of actual dishonest or fraudulent activity is found. The principal
employer of the Tullett Prebon Pension Scheme has given indemnities
to the Directors who are trustees of that Scheme.
Share capital and control
The Company has one class of ordinary shares, which carry no right
to fixed income. Each share carries the right to one vote at general
meetings of the Company. No shareholder has any special rights of
control over the Company’s share capital and all issued shares are
fully paid. The voting rights of the ordinary shares held by the
TP ICAP plc Employment Benefit Trust (formally the Tullett Prebon
plc Employee Benefit Trust 2007) and TP ICAP Group plc Employee
Benefit Trust are exercisable by the trustees in accordance with their
fiduciary duties. The right to receive dividends on these shares has
been waived. Details of employee share schemes are set out in Note
33 to the Consolidated Financial Statements on pages 188 to 190.
Following the Group’s share buyback programme announced in
August 2023, the Company’s issued ordinary share capital consists
of 788,670,932 ordinary shares of which a total of 16,925,189 shares
are held in treasury as at 12 March 2024. The remaining 771,745,743
shares represent the total voting rights in the Company and may be
used by shareholders as the denominator for the calculations by
which they can determine if they are required to notify their interest
in, or a change to their interest in, the Company under the Financial
Conduct Authority’s Disclosure and Transparency Rules.
Restriction on transfer of securities
There are no specific restrictions on the size of a holding nor on the
transfer of shares, both of which are governed by the provisions in
the Articles and prevailing legislation. The Directors are not aware
of any agreements between holders of the Company’s shares that
may result in restrictions on the transfer of securities or on voting
rights, nor are there any arrangements by which, with the Company’s
cooperation, financial rights carried by securities are held by a
person other than the holder of those securities.
Powers of the Directors
The Directors were granted at the 2023 AGM the authority to allot
shares and to buy the Company’s shares in the market up to a
maximum of approximately 10% of its issued share capital. At the
last AGM, resolutions were passed to authorise the Directors to allot
up to a nominal amount of £65,722,577.50 (subject to restrictions
specified in the relevant resolutions) and to purchase up to
78,867,093 ordinary shares.
During 2023 16,925,189 shares were purchased in the market under
the authority granted at the 2023 AGM and are held in Treasury.
Significant agreements and change of control
The Company’s banking facilities give the lenders the right not to
renew loans and to cancel commitments in the event of a change of
control. TP ICAP’s lenders were therefore engaged in the lead up to
the Scheme of Arrangement. TP ICAP’s share schemes contain
provisions relating to change of control, subject to the satisfaction
of relevant performance conditions and pro-rata for time, if
appropriate. As a consequence of the 2021 reorganisation and the
Scheme of Arrangement the Company assumed the awards under
the share schemes. The Company is not aware of any other
significant agreements that take effect, alter or terminate upon a
change of control of the Company following a takeover bid, nor any
agreements with the Company and its employees or Directors for
compensation for loss of office or employment that occurs because
of a takeover bid.
TP ICAP GROUP PLC Annual Report and Accounts 2023131
Governance report
Directors’ report
continued
Research and development
The Group uses various bespoke information technology in the
course of its business and undertakes research and development
to enhance that technology.
Employees
The Group is an inclusive employer and considers diversity to be of
utmost importance. We give full and fair consideration to applications
we receive from disabled persons and support those who incur a
disability while employed at the Group. All opportunities of career
progression and development, including promotions and training,
are equally applied to all employees. All employees receive
information of relevance to them and factors affecting the
Group’s performance through emails and our regular Group-wide
newsletter, The Wire. The Group consults employees, taking into
account their views in the Board’s decision-making processes, using
surveys to encourage employee involvement in the Company’s
performance. This has been supplemented by the Workforce
Engagement Programme, where Mark Hemsley, Michael Heaney
and Amy Yip (previously Edmund Ng) represent the Board in
engaging with the workforce in EMEA, the Americas and Asia
Pacific regions respectively. For more information on the progress
made over the course of 2023, see Stakeholder engagement on
pages 46 to 53.
Political donations
It is the Company’s policy not to make cash contributions to any
political party. However, within the normal activities of the Group,
there may be occasions when an activity might fall within the
broader definition of ‘political expenditure’ contained within the
UK Companies Act 2006. Therefore, the Company has sought to
obtain shareholder authority to make limited political donations
at each AGM. During 2023, no political donations were made by
the Group (2022: £nil).
Statement of Directors’ responsibilities
The Directors’ Statement regarding their responsibility for
preparing the Annual Report is set out on the following page.
Substantial shareholders
The following table shows the holdings of the Company’s total
voting rights attached to the Company’s issued ordinary share
capital, that were notified to the Company in accordance with DTR
5 of the FCA’s Disclosure Guidance and Transparency Rules as at
31 December 2023, together with information on further notifications
received by the Company as at the date of this Annual Report. It
should be noted that the percentages are shown as notified and
that these holdings are likely to have changed since the Company
was notified, however notification of any change is not required
until the next notifiable threshold is crossed.
Date of Notification
31 December
2023 %
12 March
2024 %
Liontrust Asset
Management plc
20 November
2023 9.89 9.89
Schroders plc 27 October 2022 9.87 9.87
Jupiter Asset
Management Limited 3 July 2020 8.85 8.85
Blackrock Inc. 31 January 2024 5.16 5.31
Ameriprise
Financial Inc. 18 February 2021 5.13 5.13
Silchester International
Investors LLP 17 July 2017 5.04 5.04
Greenhouse gas (GHG) emissions
TP ICAP, as an office-based business, is not engaged in activities
that are generally regarded as having a high environmental
impact. However, the Board has agreed that it will seek to adopt
policies to safeguard the environment to meet statutory requirements
or where such policies are commercially sensible.
The emission of greenhouse gases resulting from office-based
business activities and business travel, is the Company’s main
environmental impact and statistics relating to these emissions are
set out in the Strategic report on page 73.
Auditor
As outlined in the Audit Committee Report on page 105, during
2022 the Company completed a competitive tender process for the
audit contract in respect of the year ending 31 December 2024. The
proposal for PricewaterhouseCoopers LLP (‘PwC’) to be appointed
as the Company’s new external auditor was announced on 28 July
2022 and will be presented to shareholders for approval at the
forthcoming Annual General Meeting (‘AGM’). Subject to shareholder
approval at the 2024 AGM, PwC will review the Group’s 2024
half-year results to be published in August 2024.
Disclosure of information to the auditor
Each of the persons who is a Director at the date of approval of this
Annual Report confirms that:
So far as the Director is aware, there is no relevant audit information
of which the Company’s auditor is unaware; and The Director has
taken all steps that they ought to have taken as a Director in order
to make themselves aware of any relevant audit information and to
establish that the Company’s auditor is aware of that information.
Annual General Meeting
The AGM of the Company will be held at 2.15pm BST on 15 May
2024. Details of the resolutions to be proposed at the AGM are set
out in a separate Notice of Meeting together with explanatory
notes set out in a separate circular. The Notice of Meeting will be
sent to all shareholders entitled to receive such notice. Only members
on the register of members of the Company as at close of business
on 13 May 2024 (or two days before any adjourned meeting,
excluding non-business days) will be entitled to attend and vote at
the AGM. Any proxy must be lodged with the Company’s registrars
or submitted to CREST at least 48 hours, excluding non-business
days, before the AGM or any adjourned meeting thereof.
Approved by the Directors and signed on behalf of the Board.
Vicky Hart
Group Company Secretary
12 March 2024
TP ICAP GROUP PLC Annual Report and Accounts 2023132
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual Report,
the Report of the Remuneration Committee and the Financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements
for each financial year. Under that law, the Directors are required
to prepare the Group financial statements in accordance with
UK-adopted international accounting standards in conformity
with the requirements of the Companies (Jersey) Law 1991 and
International Financial Reporting Standards (‘IFRS’).
Under company law, the Directors must not approve the accounts
unless they are satisfied that they give a true and fair view of the
state of affairs of the Company and of the profit or loss of the
Company for that period.
In the case of Group Financial Statements, IAS 1 requires
that Directors:
> Select and apply accounting policies properly;
> Present information, including accounting policies, in a manner
that provides relevant, reliable, comparable and understandable
information;
> Provide additional disclosures when compliance with the specific
requirements in IFRS are insufficient to enable users to
understand the impact of particular transactions, other events
and conditions on the entity’s financial position and financial
performance; and
> Make an assessment of the Company’s ability to continue as
a going concern.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the Financial Statements comply with the Companies (Jersey) Law
1991. They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of
the corporate and financial information included on the Company’s
website. Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
Responsibility statement
Each of the Directors, whose names and functions are set out
on pages 84 to 87 and who are Directors as at the date of this
Statement of Directors’ responsibilities, confirm to the best of their
knowledge that:
> The Financial Statements, prepared in accordance with the
relevant financial reporting framework, give a true and fair view
of the assets, liabilities, financial position and profit or loss of the
Company and the undertakings included in the consolidation
taken as a whole;
> The Strategic report includes a fair review of the development
and performance of the business and the position of the
Company and the undertakings included in the consolidation
taken as a whole, together with a description of the principal
risks and uncertainties that it faces; and
> The Annual Report and Accounts, taken as a whole, are fair,
balanced and understandable and provide the information
necessary for shareholders to assess the Company’s position,
performance, business model and strategy.
On behalf of the Board.
Nicolas Breteau
Chief Executive Officer
12 March 2024
TP ICAP GROUP PLC Annual Report and Accounts 2023133
Governance report
Independent Auditor’s Report to the members of TP ICAP Group plc
Report on the audit of the financial statements
1. Opinion
In our opinion the financial statements of TP ICAP Group plc
(the ‘parent company’) and its subsidiaries (the ‘Group’):
> Give a true and fair view of the state of the Group’s affairs
as at 31 December 2023 and of the Group’s profit for the year
then ended;
> Have been properly prepared in accordance with United
Kingdom adopted international accounting standards; and
> Have been properly prepared in accordance with Companies
(Jersey) Law, 1991.
We have audited the financial statements which comprise:
> The consolidated income statement;
> The consolidated statement of comprehensive income;
> The consolidated balance sheet;
> The consolidated statement of changes in equity;
> The consolidated cash flow statement; and
> The related notes to the consolidated financial statements
1 to 40.
The financial reporting framework that has been applied in their
preparation is applicable law and United Kingdom adopted
international accounting standards.
2. Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
auditor’s responsibilities for the audit of the financial statements
section of our report.
We are independent of the Group in accordance with the ethical
requirements that are relevant to our audit of the financial
statements in the UK, including the Financial Reporting Council’s
(the ‘FRC’s’) Ethical Standard as applied to listed public interest
entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements. The non-audit services
provided to the Group for the year are disclosed in Note 5 to the
financial statements. We confirm that we have not provided any
non-audit services prohibited by the FRC’s Ethical Standard to the
Group or the Parent Company.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
3. Summary of our audit approach
Key audit
matters
The key audit matters that we identified in the
current year were:
> The impairment of Liquidnet goodwill and
acquisition-related intangibles; and
> Name passing revenue.
Materiality The materiality that we used for the Group
financial statements was £8.1m (2022: £8.1m)
which was determined with reference to the
three-year average adjusted profit before tax.
Scoping Our Group scoping focused primarily on eight
locations (2022: seven locations) with 17 subsidiaries
(2022: 22 subsidiaries) subject to a full scope audit
and 30 subsidiaries (2022: 10 subsidiaries) subject
to specified procedures.
In aggregate, these subsidiaries represent the
principal business units within each of the Group’s
operating segments. These subsidiaries account
for 92% (2022: 88%) of the Group’s total assets,
92% (2022: 91%) of the Group’s total liabilities,
83% (2022: 81%) of the Group’s revenue, and 77%
(2022: 84%) of the Group’s expenses.
Significant
changes in our
approach
In the prior year our key audit matter was the
impairment of goodwill and acquisition-related
intangible assets. Having reviewed the annual
impairment assessment covering all cash
generating units we have refined our key audit
matter to the Liquidnet goodwill and acquisition
related intangibles.
Additionally, we reflected on the areas of audit
where we spend the most time. Name Passing
revenue accounts for approximately 62% of the
Group’s revenue and, as a result, represents a
significant portion of our audit effort. Therefore
we identified this as a key audit matter in the
current year.
TP ICAP GROUP PLC Annual Report and Accounts 2023134
4. Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation
of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the Group’s ability to continue to adopt the going concern basis of accounting included:
> Assessing the sophistication of the models used to prepare the forecasts, testing of the arithmetic accuracy of those forecasts, and
assessing the historical accuracy of forecasts prepared by management;
> Assessing the underlying data and key assumptions used to make the directors’ assessment, including cash flow forecasts, capital and
liquidity requirements;
> Assessing financing facilities including the nature of facilities, repayment terms, and covenants;
> Assessing the linkage to business model and medium-term risks, including geopolitical and interest rate risks;
> Assessing the Group’s forecasts, including considering the amount of headroom in the forecasts and stressed scenarios;
> Assessing whether the stressed scenarios are sufficiently severe;
> Performing our own stress tests in relation to key assumptions;
> Evaluating directors’ plans for future actions, including evaluating the feasibility of the mitigating actions that they control; and
> Assessing the related going concern disclosures in the financial statements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the Group’s ability to continue as a going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
In relation to the reporting on how the Group has applied the UK Corporate Governance Code, we have nothing material to add or draw
attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to
adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of
this report.
TP ICAP GROUP PLC Annual Report and Accounts 2023135
Financial statements
Independent Auditor’s Report to the members of TP ICAP Group plc
continued
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements
of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we
identified. These matters included 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 statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
5.1. Impairment of Liquidnet goodwill and acquisition-related intangible assets
Key audit matter
description
The Group holds goodwill of £148m (2022: £205m) and acquisition-related intangible assets, predominantly
customer relationships, related to the acquisition of the Liquidnet.
As of 30 November 2023, the group has disaggregated the Liquidnet Platform CGU (formerly known as
Liquidnet acquired business) into the Liquidnet Credit and Liquidnet Equities CGUs and subsequently
Liquidnet Credit has been merged into the Global Broking Group of CGUs.
As detailed in the Group’s accounting policy (Note 3, on pages 148 and 149), acquisition-related intangible
assets are reviewed for indicators of impairment at each balance sheet date and, if an indicator of impairment
exists, an impairment assessment is performed. Goodwill is assessed for impairment at least annually, irrespective
of whether or not indicators of impairment exist. The Group performs its annual impairment assessment at
30 September.
Impairment assessments are performed by comparing the carrying amount of each CGU, or Group of CGUs,
to its recoverable amount, using the higher of value in use (‘VIU’) or fair value less costs to dispose (‘FVLCD’).
The FVLCD approach was used to assess the recoverable amount of the Liquidnet Platform CGU and the
related customer relationships, as at 30 September 2023.
The impairment assessment requires management judgement in the estimation of future cash flows, including
revenue growth, contribution margin, and the selection of a suitable discount rate. As a result, these
assessments are inherently subjective with an increased risk of material misstatement due to fraud or error.
The Group has recognised an impairment charge of £86m (£76m net of deferred tax). This impairment reduced
the Liquidnet Platform goodwill balance from £200m to £153m and the Liquidnet client-relationship
intangible assets from £110m to £71m excluding the impact of deferred tax.
Goodwill and acquisition-related intangible assets’ disclosures are included in the Significant Items section
of the Financial and Operating Review Report on page 38, the Report of the Audit Committee in the 2023
Annual Report and Accounts on page 103 and Notes 3, 4, 5 and 13 to the Consolidated Financial Statements.
How the scope of our
audit responded to the
key audit matter
We obtained an understanding of relevant controls in relation to the impairment review process for goodwill
and acquisition-related intangible assets.
We challenged the assumptions used in the impairment reviews, in particular the forecast revenue and
contribution growth rates and discount rate used by the Group in its impairment test of the Liquidnet Platform
CGU as at 30 September 2023.
For forecast revenue and contribution growth rate assumptions, we challenged management’s assumptions
with reference to recent performance, including comparing growth rates to those achieved historically and
to external market data, where available. Working with our valuations specialists, we independently derived
a discount rate and compared this to the rate used by the Group. Additionally, we benchmarked the discount
rate used by the Group to external peer data.
We performed scenario analysis and stressed key assumptions with reference to historical performance.
We also assessed for impairment triggers between 30 September 2023 and 31 December 2023 for both the
Liquidnet Credit and Liquidnet Equities CGUs.
Additionally, given the sensitivity of the FVLCD model to reasonably possible changes in the revenue and
discount rate assumptions, we reviewed management’s sensitivity disclosures in Note 13, including areas of
key estimation uncertainty (Note 3y).
For acquisition-related intangible assets, we evaluated and challenged the accuracy of inputs in the
impairment assessment produced by management and corroborated inputs to supporting evidence. We also
assessed for impairment triggers between 30 September 2023 and 31 December 2023.
Key observations We concur with management’s conclusion to recognise a £47m impairment of Liquidnet goodwill and a £39m
impairment of customer relationships, and concluded that the disclosures are reasonable.
TP ICAP GROUP PLC Annual Report and Accounts 2023136
5.2. Name Passing revenue
Key audit matter
description
Name Passing revenue is earned for the service of matching buyers and sellers of financial instruments. The
Group is not a counterparty to the trade and commissions are invoiced for the service provided by the Group.
Name Passing revenue is the Group’s largest revenue stream and accounts for approximately 62% of total
revenue (Note 4). In 2023, the Group recognised Name Passing revenue of £1,361m (2022 restated: £1,310m).
There is a risk that incorrect brokerage rates are used to calculate revenue and this risk increases where
amendments are made to contractual fees, held in the relevant systems, due to permissible manual
intervention by brokers.
Additionally, there is a longer cash collection period for Name Passing revenue compared to other revenue
streams. At 31 December 2023, the group had trade debtors of £309m (2022: £388m) and the majority of this
is related to Name Passing revenue.
The testing of Name Passing revenue and associated debtors represents a significant portion of our audit
effort and is, therefore, considered to be a key audit matter.
How the scope of our
audit responded to the
key audit matter
We obtained an understanding of relevant controls relating to the calculation of Name Passing revenue,
invoicing, and cash collection. We observed deficiencies in the controls over the entry of, and amendments to,
brokerage rates and exception reporting. As a result, we did not rely on controls and modified the nature and
extent of our substantive procedures. For a sample of trades, we recalculated revenue based on the contractual
rate cards or, where amendments were made, correspondence with customers to support the change. For paid
invoices, we agreed the amounts to cash received. Where amounts remained unpaid, we sent letters directly to
customers to confirm the amount outstanding. Where responses were not received, we inspected
correspondence between the Group and the customer to assess the amount and recoverability.
Key observations We concluded that Name Passing revenue was appropriately recognised in the year.
6. Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of
a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and
in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements
Materiality £8.1m (2022: £8.1m)
Basis for determining
materiality
We have used 5% of the three-year average profit before tax, excluding significant items as set out on page 39,
but including the amortisation of intangible assets arising on consolidation.
Materiality equates to less than 1% (2022: less than 1%) of total equity.
Rationale for the
benchmark applied
In determining the Group materiality, we considered a number of factors, including the needs and interests of
the users of the Group financial statements.
Adjusted profit before tax is considered to be the key metric for the users of the financial statements and, as
detailed above, we have used a three-year average in the current year as it is a more stable metric considering
the volatility of profits in recent years. Our metric includes amortisation of intangible assets arising on
consolidation because, even though it is part of the significant items on page 159, it is a recurring cost and,
therefore, reflects ongoing business performance.
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected
misstatements exceed the materiality for the financial statements as a whole.
Group performance materiality was set at 70% of Group materiality for the 2023 audit (2022: 65%). In determining performance
materiality, we considered the following factors:
> The fact that the control environment remains decentralised and reliant on manual processes;
> The reduced operational and control risk in the current year following integration of the Liquidnet business;
> Our past experience of the audit, which has indicated a low number of uncorrected misstatements identified in prior periods; and
> Our risk assessment, which has indicated no changes in the business that could affect our ability to forecast potential misstatements.
6.3. Error reporting threshold
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £0.4m (2022: £0.4m), as well
as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee
on disclosure matters that we identified when assessing the overall presentation of the financial statements.
TP ICAP GROUP PLC Annual Report and Accounts 2023137
Financial statements
7. An overview of the scope of our audit
7.1. Identification and scoping of components
The Group operates globally with significant operations in the
United Kingdom, United States of America, European Union,
and Singapore. Our Group audit scope focused primarily on eight
locations (2022: seven locations) with 17 subsidiaries (2022: 22
subsidiaries) subject to a full scope audit and 30 subsidiaries (2022:
10 subsidiaries) subject to specified audit procedures. In aggregate,
these subsidiaries represent the principal business units within each
of the Group’s operating segments.
These subsidiaries account for 92% (2022: 88%) of the Group’s total
assets, 92% (2022: 91%) of the Group’s total liabilities, 83% (2022:
81%) of the Group’s revenue and 77% (2022: 84%) of the Group’s
expenses. There have not been any significant changes to our audit
approach compared to prior year.
The subsidiaries were selected based on their quantitative
contribution to the Group and qualitative risk factors. Our audits
of each of the subsidiaries were performed using lower levels of
materiality based on their size relative to the Group. The materiality
for each subsidiary audit ranged from £2.8m to £4.0m (2022: £2.6m
to £3.1m). We tested the Group’s consolidation process and carried
out analytical procedures to confirm that there were no significant
risks of material misstatement in the aggregated financial
information of the remaining subsidiaries not subject to a full
scope audit or specified audit procedures.
7.2. Our consideration of the control environment
The Group uses a number of different IT systems across components,
and we worked with our IT specialists to test the General IT controls
for relevant systems. Although we rely on controls for certain
revenue streams, the control environment remains decentralised,
reliant on manual processes to mitigate IT control deficiencies and
further improvements would be required in order for us to adopt
a wider controls-reliant approach.
7.3. Our consideration of climate-related risks
In planning our audit, we have considered the potential impact of
climate change on the Group’s business and its financial statements.
The Group continues to develop its assessment of and response to
the potential impacts of environmental, social and governance
(‘ESG’) related risks, including climate change, as outlined in the
Sustainability Report and other climate related disclosures.
We held discussions with management to understand the process
for identifying climate-related risks, the consideration of mitigating
actions and the impact on the Group’s financial statements which
can be found in the Task Force on Climate-related Financial
Disclosures (‘TCFD’) section of the Sustainability Report (pages 64
to 75) and Note 13 to the financial statements. Management do not
expect any material climate change related financial impact on
their business. We performed our own qualitative risk assessment
of the potential impact of climate change on the Group’s account
balances and classes of transactions based on our understanding
of the nature of the Group’s underlying operations.
We read the climate-related disclosures included in the annual
report and considered whether they are materially consistent with
the financial statements and our knowledge obtained in the audit.
7.4. Working with other auditors
The Group audit team maintained dialogue with all component
auditors throughout all phases of the audit and received written
reports from component auditors setting out the results of their
audit procedures. The Senior Statutory Auditor met with key
members of overseas management in person and remotely. The
Group audit team performed a file review of the work performed
by all component auditors.
8. Other information
The other information comprises the information included in the
annual report other than the financial statements and our auditor’s
report thereon. The directors are responsible for the other information
contained within the annual report.
Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
course of the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise
to a material misstatement in the financial statements themselves.
If, based on the work we have performed, we conclude that there is
a material misstatement of this other information, we are required
to report that fact.
We have nothing to report in this regard.
Independent Auditor’s Report to the members of TP ICAP Group plc
continued
Assets Liabilities
Revenue External Expenses
1
3
2
1
3
2
1
3
2
1
3
2
1 Full audit scope 84%
2 Specified audit procedures 8%
3 Analytical review at Group level 8%
1 Full audit scope 90%
2 Specified audit procedures 2%
3 Analytical review at Group level 8%
1 Full audit scope 77%
2 Specified audit procedures 6%
3 Analytical review at Group level 17%
1 Full audit scope 67%
2 Specified audit procedures 10%
3 Analytical review at Group level 23%
TP ICAP GROUP PLC Annual Report and Accounts 2023138
9. Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement,
the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair
view, and for such internal control as the Directors determine is
necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible
for assessing the Group’s ability to continue as a going concern,
disclosing as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors
either intend to liquidate the Group or to cease operations, or have
no realistic alternative but to do so.
10. Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the
financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor’s report.
11. Extent to which the audit was considered capable of
detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud
is detailed below.
11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in
respect of irregularities, including fraud and non-compliance with
laws and regulations, we considered the following:
> The nature of the industry and sector, control environment and
business performance including the design of the Group’s
remuneration policies, key drivers for Directors’ remuneration,
bonus levels and performance targets;
> The Group’s own assessment of the risks that irregularities may
occur either as a result of fraud or error that was approved by the
Board on 11 March 2024;
> Results of our enquiries of management, internal audit, the
Directors and the audit committee about their own identification
and assessment of the risks of irregularities, including those that
are specific to the Group’s sector;
> Any matters we identified having obtained and reviewed the Group’s
documentation of their policies and procedures relating to:
— Identifying, evaluating and complying with laws and
regulations and whether they were aware of any instances of
non-compliance, including their assessment of open litigation
and regulatory matters as disclosed in Note 28 and Note 37;
— Detecting and responding to the risks of fraud and whether
they have knowledge of any actual, suspected or alleged
fraud;
— The internal controls established to mitigate risks of fraud or
non-compliance with laws and regulations; and
> The matters discussed among the audit engagement team
including significant component audit teams and relevant
internal specialists, including tax, valuations, IT specialists, and
industry specialists regarding how and where fraud might occur
in the financial statements and any potential indicators of fraud
As a result of these procedures, we considered the opportunities
and incentives that may exist within the organisation for fraud
and identified the greatest potential for fraud in the following area:
the impairment of goodwill and acquisition-related intangible
assets. In common with all audits under ISAs (UK), we are also
required to perform specific procedures to respond to the risk of
management override.
We also obtained an understanding of the legal and regulatory
frameworks that the Group operates in, focusing on provisions
of those laws and regulations that had a direct effect on the
determination of material amounts and disclosures in the financial
statements. The key laws and regulations we considered in this
context included the Companies (Jersey) Law, 1991, UK Companies
Act, Listing Rules, pensions legislation, and tax legislation.
In addition, we considered provisions of other laws and regulations
that do not have a direct effect on the financial statements but
compliance with which may be fundamental to the Group’s ability
to operate or to avoid a material penalty. These included the
requirements of the FCA.
11.2. Audit response to risks identified
As a result of performing the above, we identified impairment of
Liquidnet goodwill and acquisition-related intangible assets as a
key audit matter related to the potential risk of fraud. The key audit
matters section of our report explains the matter in more detail and
also describes the specific procedures we performed in response to
that key audit matter.
In addition to the above, our procedures to respond to risks
identified included the following:
> Reviewing the financial statement disclosures and testing to
supporting documentation to assess compliance with provisions
of relevant laws and regulations described as having a direct
effect on the financial statements;
> Inquiring of management, the audit committee, in-house, and
external legal counsel concerning actual and potential litigation
and claims;
> Performing analytical procedures to identify any unusual or
unexpected relationships that may indicate risks of material
misstatement due to fraud;
> Reading minutes of meetings of those charged with governance,
reviewing internal audit reports and reviewing correspondence
with HMRC and regulators, including the FCA; and
> In addressing the risk of fraud through management override of
controls, testing the appropriateness of journal entries and other
adjustments; assessing whether the judgements made in making
accounting estimates are indicative of a potential bias; and
evaluating the business rationale of any significant transactions
that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations
and potential fraud risks to all engagement team members
including internal specialists and significant component audit
teams, and remained alert to any indications of fraud or non-
compliance with laws and regulations throughout the audit.
TP ICAP GROUP PLC Annual Report and Accounts 2023139
Financial statements
Report on other legal and regulatory requirements
12. Opinion on other matter prescribed by our engagement letter
In our opinion the part of the Directors’ Remuneration Report to
be audited has been properly prepared in accordance with the
provisions of the UK Companies Act 2006 as if that Act had
applied to the Parent Company.
13. Corporate Governance Statement
The Listing Rules require us to review the Directors’ statement in
relation to going concern, longer-term viability and that part of
the Corporate Governance Statement relating to the Group’s
compliance with the provisions of the UK Corporate Governance
Code specified for our review.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
> The Directors’ statement with regards to the appropriateness of
adopting the going concern basis of accounting and any
material uncertainties identified set out on page 54;
> The Directors’ explanation as to its assessment of the Group’s
prospects, the period this assessment covers and why the period
is appropriate set out on page 54;
> The Directors’ statement on fair, balanced and understandable
set out on page 102;
> The Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 54;
> The section of the annual report that describes the review of
effectiveness of risk management and internal control systems
set out on page 55; and
> The section describing the work of the audit committee set out
on page 103.
14. Matters on which we are required to report by exception
14.1. Adequacy of explanations received and accounting records
Under the Companies (Jersey) Law, 1991 we are required to report
to you if, in our opinion:
> We have not received all the information and explanations we
require for our audit; or
> Proper accounting records have not been kept by the parent
company, or proper returns adequate for our audit have not been
received from branches not visited by us; or
> The financial statements are not in agreement with the
accounting records and returns.
We have nothing to report in respect of these matters.
15. Other matters which we are required to address
15.1. Auditor tenure
Following the recommendation of the audit committee, we were
appointed by a predecessor company of the Group in 2001 to audit
the financial statements for the year ending 31 December 2001 and
subsequent financial periods. The period of total uninterrupted
engagement including previous renewals and reappointments of
the firm is 23 years, covering the years ending 31 December 2001
to 31 December 2023.
Due to mandatory firm rotation, we will be resigning as the Group
external auditor after completion of the 31 December 2023 year
end audit.
15.2. Consistency of the audit report with the additional report to
the audit committee
Our audit opinion is consistent with the additional report to the
audit committee we are required to provide in accordance with
ISAs (UK).
16. Use of our report
This report is made solely to the Company’s members, as a body,
in accordance with Article 113A of the Companies (Jersey) Law,
1991. Our audit work has been undertaken so that we might state
to the Company’s members those matters we are required to state
to them in an auditor’s report and those matters we have expressly
agreed to report to them on in our engagement letter. To the fullest
extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company and the Company’s members
as a body, for our audit work, for this report, or for the opinions we
have formed.
As required by the Financial Conduct Authority (FCA) Disclosure
Guidance and Transparency Rule (DTR) 4.1.15R – DTR 4.1.18R, these
financial statements form part of the Electronic Format Annual
Financial Report filed on the National Storage Mechanism of the
FCA in accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s
report provides no assurance over whether the Electronic Format
Annual Financial Report has been prepared in compliance with
DTR 4.1.15R – DTR 4.1.18R.
Fiona Walker, FCA (Senior Statutory Auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
12 March 2024
Independent Auditor’s Report to the members of TP ICAP Group plc
continued
TP ICAP GROUP PLC Annual Report and Accounts 2023140
Consolidated Income Statement
for the year ended 31 December 2023
| 2023 | 2022 | ||
| Notes | £m | £m | |
Revenue | 4 | ||
Employment, compensation and benefits | ( | ( | |
General and administrative expenses | ( | ( | |
Depreciation of property, plant and equipment and right-of-use assets | ( | ( | |
Impairment of property, plant and equipment and right-of-use assets | ( | ( | |
Amortisation of intangible assets | ( | ( | |
Impairment of intangible assets | ( | ( | |
Total operating costs | 5 | ( | ( |
Other operating income | 6 | ||
Earnings before interest and tax | |||
Finance income | 8 | ||
Finance costs | 9 | ( | ( |
Profit before tax | |||
Taxation | 10 | ( | ( |
Profit after tax | |||
Share of results of associates and joint ventures | 18,19 | ||
Impairment of associates | 18 | ( | |
Profit for the year | |||
| Attributable to: | |||
Equity holders of the parent | |||
Non-controlling interests | |||
| Earnings per share: | |||
Basic | 11 | ||
Diluted | 11 |
TP ICAP GROUP PLC Annual Report and Accounts 2023141
Financial statements
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2023
| 2023 | 2022 | ||
| Notes | £m | £m | |
Profit for the year | |||
| Items that will not be reclassified subsequently to profit or loss: | |||
Remeasurement of defined benefit pension schemes | 38(a) | ||
Taxation | 10 | ( | |
| Items that may be reclassified subsequently to profit or loss: | |||
(Loss)/gain on translation of foreign operations | ( | ||
Taxation | 10 | ( | |
( | |||
Other comprehensive (loss)/income for the year | ( | ||
Total comprehensive income for the year | |||
| Attributable to: | |||
Equity holders of the parent | |||
Non-controlling interests | |||
TP ICAP GROUP PLC Annual Report and Accounts 2023142
Consolidated Balance Sheet
as at 31 December 2023
| 31 December | 31 December | ||
| 2023 | 2022 | ||
| Notes | £m | £m | |
| Non-current assets | |||
Intangible assets arising on consolidation | 13 | ||
Other intangible assets | 14 | ||
Property, plant and equipment | 15 | ||
Investment properties | 16 | ||
Right-of-use assets | 17 | ||
Investment in associates | 18 | ||
Investment in joint ventures | 19 | ||
Other investments | 20 | ||
Deferred tax assets | 22 | ||
Retirement benefit assets | 38 | ||
Other long-term receivables | 23 | ||
| Current assets | |||
Trade and other receivables | 23 | ||
Financial assets at fair value through profit or loss | 25 | ||
Financial investments | 21 | ||
Cash and cash equivalents | 36 | ||
Total assets | |||
| Current liabilities | |||
Trade and other payables | 24 | ( | ( |
Financial liabilities at fair value through profit or loss | 25 | ( | ( |
Loans and borrowings | 26 | ( | ( |
Lease liabilities | 27 | ( | ( |
Current tax liabilities | ( | ( | |
Short-term provisions | 28 | ( | ( |
( | ( | ||
Net current assets | |||
| Non-current liabilities | |||
Loans and borrowings | 26 | ( | ( |
Lease liabilities | 27 | ( | ( |
Deferred tax liabilities | 22 | ( | ( |
Long-term provisions | 28 | ( | ( |
Other long-term payables | 29 | ( | ( |
Retirement benefit obligations | 38 | ( | ( |
( | ( | ||
Total liabilities | ( | ( | |
Net assets | |||
| Equity | |||
Share capital | 31,32(a) | ||
Other reserves | 32(b) | ( | ( |
Retained earnings | 32(c) | ||
Equity attributable to equity holders of the parent | |||
Non-controlling interests | 32(c) | ||
Total equity |
TP ICAP GROUP PLC Annual Report and Accounts 2023143
Financial statements
Consolidated Statement of Changes in Equity
for the year ended 31 December 2023
Equity attributable to equity holders of the parent (Note 32) | Note 32(c) | |||||||||
| Re-organ- | Re- | Hedging | Non- | |||||||
| Share | isation | valuation | and | Treasury | Own | Retained | controlling | Total | ||
| capital | reserve | reserve | translation | shares | shares | earnings | Total | interests | equity | |
| £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | |
| 2023 | ||||||||||
Balance at 1 January 2023 | ( | ( | ||||||||
Profit for the year | ||||||||||
| Other comprehensive (loss)/ | ||||||||||
income for the year | ( | ( | ( | ( | ||||||
| Total comprehensive (loss)/ | ||||||||||
income for the year | ( | |||||||||
Dividends paid | ( | ( | ( | ( | ||||||
| Share settlement of share-based | ||||||||||
awards | ( | ( | ( | |||||||
Own shares acquired for employee trusts | ( | ( | ( | |||||||
| Own shares acquired/share | ||||||||||
buyback | ( | ( | ( | |||||||
| Disposal of equity instruments | ||||||||||
at FVTOCI | ( | |||||||||
| Credit arising on share-based | ||||||||||
awards | ||||||||||
Balance at 31 December 2023 | ( | ( | ( |
Equity attributable to equity holders of the parent (Note 32) | Note 32(c) | |||||||||
| Re-organ- | Re- | Hedging | Non- | |||||||
| Share | isation | valuation | and | Treasury | Own | Retained | controlling | Total | ||
| capital | reserve | reserve | translation | shares | shares | earnings | Total | interests | equity | |
| £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | |
| 2022 | ||||||||||
Balance at 1 January 2022 | ( | ( | ( | |||||||
Profit for the year | ||||||||||
| Other comprehensive income | ||||||||||
for the year | ||||||||||
Total comprehensive income for the year | ||||||||||
Dividends paid | ( | ( | ( | ( | ||||||
| Share settlement of share-based | ||||||||||
awards | ( | |||||||||
Own shares acquired for employee trusts | ( | ( | ( | |||||||
| Credit arising on share-based | ||||||||||
awards | ||||||||||
Balance at 31 December 2022 | ( | ( |
TP ICAP GROUP PLC Annual Report and Accounts 2023144
Consolidated Cash Flow Statement
for the year ended 31 December 2023
| 2023 | 2022 | ||
| Notes | £m | £m | |
Net cash flow from operating activities | 35 | ||
| Investing activities | |||
Purchase of financial investments | 36 | ( | ( |
Interest received | |||
Dividends from associates and joint ventures | 18,19 | ||
Expenditure on intangible fixed assets | 14 | ( | ( |
Purchase of property, plant and equipment | 15 | ( | ( |
Sale of property, plant and equipment | |||
Deferred consideration paid | 34 | ( | ( |
Sale of other investments | 20 | ||
Investment in associates | 18 | ( | |
Disposal of associate and joint ventures | 18,19 | ||
Receipt of pension scheme surplus¹ | 38 | ||
Net cash flow from investment activities | ( | ||
| Financing activities | |||
Dividends paid | 12 | ( | ( |
Dividends paid to non-controlling interests | 32(c) | ( | ( |
Own shares acquired/share buyback | 32(b) | ( | |
Own shares acquired for employee trusts | 32(b) | ( | ( |
Dividend equivalent paid on equity share-based awards | ( | ||
Net repayment of bank loans² | 36 | ||
Net (repayment)/borrowing of loans from related parties² | 36 | ( | |
Funds received from issue of Sterling Notes | 26 | ||
Repurchase of Sterling Notes | 26 | ( | |
Bank facility arrangement fees and debt issue costs | ( | ( | |
Payment of lease liabilities | 36 | ( | ( |
Net cash flow from financing activities | ( | ( | |
Increase in cash and overdrafts | 36 | ||
Cash and overdrafts at the beginning of the year | |||
Effect of foreign exchange rate changes | 36 | ( | |
Cash and overdrafts at the end of the year | 36 | ||
Cash and cash equivalents | 36 | ||
Overdrafts | 36 | ( | |
1 Represents the cash inflow resulting from the repayment of the UK pension scheme surplus by the Trustees. This has been classified as investing activities reflecting the
realisation of the underlying investments held within the scheme prior to the proceeds being transferred to the Group, rather than an operational return of historic
contributions (Note 38). £16 m of associated tax is included in ‘income taxes paid’.
2 The Group utilises credit facilities throughout the year, entering into numerous short-term bank and other loans where maturities are less than three months. The turnover
is quick and the volume is large and resultant flows are presented net. Further details are set out in Note 26.
TP ICAP GROUP PLC Annual Report and Accounts 2023145
Financial statements
1. General information
As at 31 December 2023 TP ICAP Group plc
Companies (Jersey) Law 1991. The Company’s shares are listed on
the London Stock Exchange with a premium listing. It is the ultimate
parent undertaking of the TP ICAP group of companies (the ‘Group’).
The address of the registered offices of the Company is given on
page 200. The nature of the Group’s operations and its principal
activities are set out in the Directors’ report on pages 130 to 132 and
in the Strategic Report on pages 12 to 75.
The Company has taken advantage of the exemption provided
in Article 105 (11) of the Companies (Jersey) Law 1991 and
therefore does not present its individual financial statements
and related notes.
2. Basis of preparation
(a) Basis of accounting
Notes to the Consolidated Financial Statements
for the year ended 31 December 2023
TP ICAP GROUP PLC Annual Report and Accounts 2023146
2. Basis of preparation continued
3. Summary of significant accounting policies
TP ICAP GROUP PLC Annual Report and Accounts 2023147
Financial statements
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2023
3. Summary of significant accounting policies continued
TP ICAP GROUP PLC Annual Report and Accounts 2023148
3. Summary of significant accounting policies continued
(e) Goodwill continued
TP ICAP GROUP PLC Annual Report and Accounts 2023149
Financial statements
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2023
3. Summary of significant accounting policies continued
TP ICAP GROUP PLC Annual Report and Accounts 2023150
3. Summary of significant accounting policies continued
(k) Financial instruments continued
TP ICAP GROUP PLC Annual Report and Accounts 2023151
Financial statements
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2023
3. Summary of significant accounting policies continued
(k) Financial instruments continued
TP ICAP GROUP PLC Annual Report and Accounts 2023152
3. Summary of significant accounting policies continued
(k) Financial instruments continued
TP ICAP GROUP PLC Annual Report and Accounts 2023153
Financial statements
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2023
3. Summary of significant accounting policies continued
TP ICAP GROUP PLC Annual Report and Accounts 2023154
3. Summary of significant accounting policies continued
(s) Taxation continued
TP ICAP GROUP PLC Annual Report and Accounts 2023155
Financial statements
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2023
3. Summary of significant accounting policies continued
TP ICAP GROUP PLC Annual Report and Accounts 2023156
3. Summary of significant accounting policies continued
(y) Accounting estimates and judgements continued
4. Segmental analysis
Products and services from which reportable segments derive their
revenues
The Group has a matrix management structure. The Group’s Chief
Operating Decision Maker (‘CODM’) is the Executive Committee
(‘ExCo’) which operates as a general executive management
committee under the direct authority of the Board. The ExCo
members regularly review operating activity on a number of bases,
including by business division and by legal ownership which is
structured geographically based on the region of incorporation.
The balance of the CODM review of operating activity and
allocation of the Group’s resources is primarily focused on business
division and this is considered to represent the most appropriate
view for the assessment of the nature and financial effects of the
business activities in which the Group engages.
Whilst the Group’s Primary Operating Segments are by business
division, individual entities and the legal ownership of such
entities continue to operate with discrete management teams
and decision-making and governance structures. Each regional
sub-group has its own independent governance structure including
CEOs, board members and sub-group regional Conduct and
Governance Committees with separate autonomy of decision-
making and the ability to challenge the implementation of Group
level strategy and initiatives within its region. For the EMEA
regional sub-group there are independent non-executive directors
on the regional Board that further strengthen the independence
and judgement of the governance framework.
TP ICAP GROUP PLC Annual Report and Accounts 2023157
Financial statements
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2023
4. Segmental analysis continued
Information regarding the Group’s primary operating segments is reported below:
Analysis by primary operating segment
| Energy & | Parameta | |||||
| Global Broking | Commodities | Liquidnet | Solutions | Corporate | Total | |
| 2023 | £m | £m | £m | £m | £m | £m |
| Revenue | ||||||
– External | 1,236 | 455 | 315 | 185 | – | 2,191 |
– Inter-division | 22 | 3 | – | 4 | (29) | – |
1,258 | 458 | 315 | 189 | (29) | 2,191 | |
| Total front office costs: | ||||||
– External | (761) | (304) | (207) | (71) | – | (1,343) |
– Inter-division | (4) | – | – | (25) | 29 | – |
(765) | (304) | (207) | (96) | 29 | (1,343) | |
Contribution | 493 | 154 | 108 | 93 | – | 848 |
Net management and support costs | (259) | (75) | (87) | (14) | (54) | (489) |
Other operating income | 3 | 1 | – | – | 10 | 14 |
Adjusted EBITDA | 237 | 80 | 21 | 79 | (44) | 373 |
Depreciation and amortisation expense | (31) | (9) | (11) | (2) | (20) | (73) |
Adjusted EBIT | 206 | 71 | 10 | 77 | (64) | 300 |
Corporate represents the cost of Group and central functions that are not allocated to the Group’s divisions.
| Parameta | ||||||
| Global Broking | Energy & | Liquidnet | Solutions | |||
| (restated) | Commodities | (restated) | (restated) | Corporate | Total | |
| 2022 | £m | £m | £m | £m | £m | £m |
| Revenue | ||||||
– External² , ³ | 1,240 | 384 | 316 | 175 | – | 2,115 |
– Inter-division | 22 | 3 | – | – | (25) | – |
1,262 | 387 | 316 | 175 | (25) | 2,115 | |
| Total front office costs: | ||||||
– External¹ , ² , ³ | (798) | (263) | (197) | (62) | – | (1,320) |
– Inter-division | – | – | – | (25) | 25 | – |
(798) | (263) | (197) | (87) | 25 | (1,320) | |
Contribution⁴ | 464 | 124 | 119 | 88 | – | 795 |
Net management and support costs¹ , ² , ³ , ⁴ | (242) | (65) | (93) | (7) | (43) | (450) |
Other operating income | 2 | – | – | – | 10 | 12 |
Adjusted EBITDA⁴ | 224 | 59 | 26 | 81 | (33) | 357 |
Depreciation and amortisation expense | (36) | (10) | (25) | (2) | (9) | (82) |
Adjusted EBIT⁴ | 188 | 49 | 1 | 79 | (42) | 275 |
Divisional results for 2022 have been restated to be comparable with 2023’s divisional groupings and changes to management’s internal financial reporting, as Liquidnet
Credit is now managed and operated within the Global Broking division to leverage the credit broking experience and more effectively leverage the deep relationships and
accelerate connectivity, resulting in the following restatements:
1 Liquidnet front office costs of £32m were reclassified to management and support costs to align with the classification of similar costs within the Group.
2 Subsequently Liquidnet Credit, previously reflected in Liquidnet, transferred to Global Broking:
> Revenue for Global Broking increased by £9m, Liquidnet reduced by £9m.
> Front office costs for Global Broking increased by £17m, Liquidnet have reduced by £17m.
> Management and support costs for Global Broking increased by £17m. Liquidnet have reduced by £17m.
3 Parameta Solutions desks transferred to Global Broking:
> Global Broking revenue increased by £2m, Parameta Solutions reduced by £2m.
> Global Broking front office costs increased by £1m. Parameta Solutions reduced by £1m.
> Management and support costs for Global Broking increased by £1m. Parameta Solutions reduced by £1m.
4 As a result of 1, 2 and 3 above,
> Contribution for Global Broking decreased by £7m, Liquidnet increased by £40m and Parameta Solutions reduced by £1m. Total contribution increased by £32m.
> Net management and support costs for Global Broking increased by £18m, Liquidnet increased by £15m, Parameta Solutions decreased by £1m. Total net management
and support costs by increased by £32m.
> Adjusted EBITDA for Global Broking decreased by £25m, Liquidnet increased by £25m. There is no restatement to the consolidated Group Adjusted EBITDA.
> Adjusted EBIT for Global Broking decreased by £25m, Liquidnet increased by £25m. There is no restatement to the consolidated Group Adjusted EBIT.
TP ICAP GROUP PLC Annual Report and Accounts 2023158
4. Segmental analysis continued
Significant items, defined in the Appendix – Alternative Performance Measures, are centrally managed and controlled by the Group
and are not allocated to regional or divisional segments.
Analysis of significant items
| Disposals, | Impairment of | ||||
| Restructuring | acquisitions and | Intangible assets | Legal and | ||
| and other related | investment in | arising on | regulatory | ||
| costs | new businesses | consolidation | matters | Total | |
| 2023 | £m | £m | £m | £m | £m |
Employment, compensation and benefits costs | 4 | 2 | – | – | 6 |
Premises and related costs | 3 | – | – | – | 3 |
Deferred consideration | – | (3) | – | – | (3) |
| Charge relating to significant legal and regulatory | |||||
settlements | – | – | – | 19 | 19 |
Net foreign exchange gains | – | (2) | – | – | (2) |
Other general and administrative costs | 8 | 8 | – | – | 16 |
Total included within general and administrative costs | 11 | 3 | – | 19 | 33 |
Depreciation and impairment of property, plant and equipment and right-of-use assets | 11 | – | – | – | 11 |
Amortisation and impairment of intangible assets | – | 44 | 86 | – | 130 |
Total included within operating costs | 26 | 49 | 86 | 19 | 180 |
Other operating income | – | – | – | (8) | (8) |
Included in finance expense | 1 | 2 | – | – | 3 |
| Total significant items before tax | 27 | 51 | 86 | 11 | 175 |
Taxation of significant items | (27) | ||||
Total significant items after tax | 148 | ||||
Impairment of associates | 5 | ||||
Total significant items | 153 |
| Disposals, | Impairment of | ||||
| Restructuring and | acquisitions and | Intangible assets | Legal and | ||
| other related | investment in new | arising on | regulatory | ||
| costs | businesses | consolidation | matters | Total | |
| 2022 | £m | £m | £m | £m | £m |
Employment, compensation and benefits costs | 24 | – | – | – | 24 |
Premises and related costs | 1 | – | – | – | 1 |
Deferred consideration | – | 8 | – | – | 8 |
| Charge relating to significant legal and regulatory | |||||
settlements | – | – | – | 6 | 6 |
Pension scheme past service and settlement costs | – | – | – | 1 | 1 |
Remeasurement of employee long-term benefits | (7) | – | – | – | (7) |
Gain on disposal of property, plant and equipment | (3) | – | – | – | (3) |
Gain on derecognition of right-of-use assets/lease liabilities | (3) | – | – | – | (3) |
Net foreign exchange losses | – | 4 | – | – | 4 |
Other general and administrative costs | 20 | 5 | – | – | 25 |
Total included within general and administrative costs | 8 | 17 | – | 7 | 32 |
Depreciation and impairment of property, plant and equipment and right-of-use assets | 9 | – | – | – | 9 |
Amortisation and impairment of intangible assets | – | 45 | 20 | – | 65 |
Total included within operating costs | 41 | 62 | 20 | 7 | 130 |
Other operating income | – | (16) | – | (2) | (18) |
Included in finance expense | – | 1 | – | – | 1 |
| Total significant items before tax | 41 | 47 | 20 | 5 | 113 |
Taxation of significant items | (22) | ||||
Total significant items after tax | 91 |
TP ICAP GROUP PLC Annual Report and Accounts 2023159
Financial statements
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2023
4. Segmental analysis continued
The Group’s reported performance includes significant items. A reconciliation from adjusted operating profit, as considered by CODM,
to Group reported performance is included below:
Adjusted profit reconciliation
| Significant | |||
| Adjusted | items | Reported | |
| £m | £m | £m | |
| 2023 | |||
Earnings before interest and taxation | 300 | (172) | 128 |
Net finance costs | (29) | (3) | (32) |
Profit before tax | 271 | (175) | 96 |
Taxation | (67 ) | 27 | (40) |
Profit after tax | 204 | (148) | 56 |
Share of profit from associates and joint ventures | 25 | (5) | 20 |
Profit for the year | 229 | (153) | 76 |
| Significant | |||
| Adjusted | items | Reported | |
| £m | £m | £m | |
| 2022 | |||
Earnings before interest and taxation | 275 | (112) | 163 |
Net finance costs | (49) | (1) | (50) |
Profit before tax | 226 | (113) | 113 |
Taxation | (58) | 22 | (36) |
Profit after tax | 168 | (91) | 77 |
Share of profit from associates and joint ventures | 29 | – | 29 |
Profit for the year | 197 | (91) | 106 |
Revenue by type
| Energy & | Parameta | |||||
| Global Broking | Commodities | Liquidnet | Solutions | Eliminations | Total | |
| 2023 | £m | £m | £m | £m | £m | £m |
| Revenue | ||||||
Name Passing brokerage | 944 | 400 | 17 | – | – | 1,361 |
Executing Broker brokerage | 18 | 50 | 80 | – | – | 148 |
Matched Principal brokerage | 276 | 5 | 136 | – | – | 417 |
Introducing Broker brokerage | – | – | 82 | – | – | 82 |
Data & Analytics price information fees | 20 | 3 | – | 189 | (29) | 183 |
1,258 | 458 | 315 | 189 | (29) | 2,191 |
| Parameta | ||||||
| Global Broking | Energy & | Liquidnet | Solutions | Total | ||
| (restated) | Commodities | (restated) | (restated) | Eliminations | (restated) | |
| 2022 | £m | £m | £m | £m | £m | £m |
| Revenue | ||||||
Name Passing brokerage¹ , ³ | 962 | 337 | 14 | – | – | 1,313 |
Executing Broker brokerage³ | 15 | 42 | 64 | – | – | 121 |
Matched Principal brokerage¹ , ³ | 261 | 5 | 148 | – | – | 414 |
Introducing Broker brokerage | – | – | 90 | – | – | 90 |
Data & Analytics price information fees² | 24 | 3 | – | 175 | (25) | 177 |
1,262 | 387 | 316 | 175 | (25) | 2,115 |
Divisional Revenue by type for 2022 has been restated to be comparable with 2023’s divisional groupings. As a consequence of trading desk moves in 2023, and as Liquidnet
Credit is now managed and operated within the Global Broking division to leverage the credit broking experience and more effectively leverage the deep relationships and
accelerate connectivity, divisional revenue by type has been restated as follows:
1 Name Passing brokerage: Global Broking increased by £2m, Liquidnet decreased by £2m. Matched Principal brokerage: Global Broking increased by £7m, Liquidnet
decreased by £7m.
2 Data & Analytics fees: Global Broking increased by £2m, Parameta Solutions decreased by £2m.
3 As a result of revenue reclassifications within Global Broking, Name Passing brokerage increased by £11m, Matched Principal brokerage increased by £14m and Executing
Broker brokerage reduced by £25m.
Revenue by country
| 2022 | ||
| 2023 | (restated) | |
| £m | £m | |
United Kingdom and Channel Islands¹ | 807 | 814 |
United States of America | 805 | 779 |
Rest of the world¹ | 579 | 522 |
2,191 | 2,115 |
1 2022 restated to reclassify £71m relating to the Channel Islands.
TP ICAP GROUP PLC Annual Report and Accounts 2023160
| 2022 | |||
| 2023 | (restated) | ||
| Notes | £m | £m | |
Broker compensation costs¹ | 986 | 960 | |
Other staff costs¹ | 340 | 340 | |
Share-based payment charge | 33 | 34 | 20 |
Employee compensation and benefits | 7 | 1,360 | 1,320 |
Technology and related costs | 220 | 216 | |
Premises and related costs | 29 | 28 | |
Gains on disposal of property, plant and equipment | – | (3) | |
Gain on derecognition of right-of-use assets/lease liabilities | – | (3) | |
Adjustments to deferred consideration | 34 | (3) | 8 |
Charge relating to significant legal and regulatory settlements | 19 | 7 | |
Pension scheme past service and settlement costs | 38 | – | 1 |
Remeasurement of long-term employee benefits | – | (7) | |
Acquisition costs | – | 6 | |
Impairment losses on trade receivables | 5 | 5 | |
Trade receivables expected credit loss adjustment | (1) | – | |
Net foreign exchange losses/(gains) | 2 | (21) | |
Net loss on FX derivative instruments | 4 | 11 | |
Other administrative costs | 236 | 258 | |
General and administrative expenses | 511 | 506 | |
Depreciation of property, plant and equipment | 15 | 22 | 23 |
Depreciation of right-of-use assets | 17 | 23 | 26 |
Depreciation of property, plant and equipment and right-of-use assets | 45 | 49 | |
Impairment of property, plant and equipment | 15 | 5 | 5 |
Impairment of right-of-use assets | 17 | 6 | 4 |
Impairment of property, plant and equipment and right-of-use assets | 11 | 9 | |
Amortisation of other intangible assets | 14 | 28 | 33 |
Amortisation of intangible assets arising on consolidation | 13 | 44 | 45 |
Amortisation of intangible assets | 72 | 78 | |
Impairment of intangible assets arising on consolidation – goodwill | 13 | 47 | – |
Impairment of intangible assets arising on consolidation – customer relationships | 13 | 39 | 20 |
Impairment of intangible assets | 86 | 20 | |
2,085 | 1,982 |
| 2023 | 2022 | |
| £000 | £000 | |
Audit of the Group’s annual accounts | 1,534 | 1,517 |
Audit of the Company’s subsidiaries and associates pursuant to legislation | 6,896 | 6,985 |
Total audit fees | 8,430 | 8,502 |
Audit related assurance services¹ | 1,220 | 1,390 |
Other assurance services² | 59 | 45 |
Corporate finance services³ | 127 | 760 |
Total non-audit fees | 1,406 | 2,195 |
Audit fees payable to the Company’s auditor and its associates in respect of associated pension schemes | 23 | 34 |
TP ICAP GROUP PLC Annual Report and Accounts 2023161
Financial statements
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2023
| 2023 | 2022 | |
| £m | £m | |
Acquisition-related income | – | 16 |
Business relocation grants | 2 | 2 |
Employee-related insurance receipts | 2 | 4 |
Employee contractual receipts | 4 | – |
Management fees from associates | 1 | 1 |
Legal settlement receipts | 8 | 4 |
Other receipts | 5 | 3 |
22 | 30 |
7. Staff costs
The aggregate employment costs of staff and Directors of the Group were:
| 2023 | 2022 | |
| £m | £m | |
Wages, salaries, bonuses and incentive payments | 1,209 | 1,182 |
Social security costs | 100 | 102 |
Defined contribution pension costs (Note 38(c)) | 17 | 16 |
Share-based compensation expense (Note 33) | 34 | 20 |
1,360 | 1,320 |
The average monthly number of full-time equivalent employees and Directors directly attributable to Business Divisions and to
Corporate were:
| 2022 | ||
| 2023 | (restated) | |
| No. | No. | |
Global Broking¹ | 1,815 | 1,908 |
Energy & Commodities | 599 | 632 |
Liquidnet¹ | 247 | 258 |
Parameta Solutions | 196 | 181 |
Corporate¹ | 2,320 | 2,218 |
5,177 | 5,197 |
1 2022’s headcount has been restated to reflect:
> 44 transfers to Global Broking from Liquidnet, relating to the transfer of Liquidnet-Credit.
> 165 transfers to Corporate from Liquidnet, relating to the reclassification of technology support staff.
> 8 transfers to Global Broking from Parameta Solutions.
The average monthly number of full-time equivalent employees and Directors by geographical region were:
| 2023 | 2022 | |
| No. | No. | |
EMEA | 2,465 | 2,477 |
Americas | 1,576 | 1,614 |
Asia Pacific | 1,136 | 1,106 |
5,177 | 5,197 |
| 2023 | 2022 | |
| £m | £m | |
Interest and similar income | 32 | 6 |
Interest on finance leases (Note 23) | 2 | 2 |
34 | 8 |
TP ICAP GROUP PLC Annual Report and Accounts 2023162
| 2023 | 2022 | |
| £m | £m | |
Fees payable on bank and other loan facilities | 3 | 2 |
Interest on bank and other loans | 1 | 2 |
Interest on Sterling Notes January 2024 | 5 | 13 |
Interest on Sterling Notes May 2026 | 13 | 13 |
Interest on Sterling Notes November 2028 | 7 | 7 |
Interest on Sterling Notes April 2030 | 14 | – |
Interest on Liquidnet Vendor Loan Notes | 1 | 1 |
Other interest | 3 | 1 |
Amortisation of debt issue and bank facility costs | 3 | 2 |
Borrowing costs | 50 | 41 |
Interest on lease liabilities (Note 17) | 16 | 17 |
66 | 58 |
10. Taxation
| 2023 | 2022 | |
| £m | £m | |
| Current tax | ||
UK corporation tax | 17 | 22 |
Overseas tax | 39 | 41 |
Prior year UK corporation tax | 43 | (4) |
99 | 59 | |
| Deferred tax (Note 22) | ||
Current year | (5) | (26) |
Prior year | (54) | 3 |
(59) | (23) | |
Tax charge for the year | 40 | 36 |
The charge for the year can be reconciled to the profit in the income statement as follows:
| 2023 | 2022 | |
| £m | £m | |
Profit before tax | 96 | 113 |
Tax based on the UK corporation tax rate of 23.5% (2022: 19%) | 22 | 21 |
| Tax effect of items that are not deductible: | ||
– expenses | 15 | 7 |
– impairment of intangible assets arising on consolidation | 12 | – |
Prior year adjustments | (11) | (1) |
Impact of overseas tax rates | (3) | 6 |
Net movement in unrecognised deferred tax | 5 | 3 |
Tax charge for the year | 40 | 36 |
The Group has decided to carry forward UK tax losses from earlier years which were previously treated as being offset against profits in the
same year. This enables those losses to be offset against profits arising in later years which would otherwise be taxable at the higher 25%
rate of UK corporation tax that applies from April 2023. This decision is the primary factor giving rise to the prior year adjustments to
current and deferred tax shown above.
The Group expects to be within the scope of the internationally agreed Pillar 2 income tax rules. In particular, as a UK headquartered
group, the Group expects to be in scope for the UK Multinational Top-Up Tax regime which applies to the Group for the first time in respect
of profits arising in 2024. This regime seeks to ensure that the Group’s profits are subject to a minimum effective tax rate of 15% in each
jurisdiction in which it operates. The vast majority of the Group’s profits are already taxed at rates in excess of 15%. Accordingly the Group
does not expect a material impact on the tax charge as a result of Pillar 2 income taxes.
In addition to the income statement charge, the following current and deferred tax items have been included in other comprehensive
income and equity:
| Recognised | |||
| in other | |||
| comprehensive | Recognised | ||
| income | in equity | Total | |
| £m | £m | £m | |
| 2023 | |||
Current tax | (2) | – | (2) |
Current tax on receipt of defined benefit pension scheme surplus (Note 38(b)) | 16 | – | 16 |
Tax charge on items taken directly to other comprehensive income and equity | 14 | – | 14 |
TP ICAP GROUP PLC Annual Report and Accounts 2023163
Financial statements
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2023
10. Taxation continued
| Recognised | |||
| in other | |||
| comprehensive | Recognised | ||
| income | in equity | Total | |
| £m | £m | £m | |
| 2022 | |||
Current tax | 5 | – | 5 |
Tax charge on items taken directly to other comprehensive income and equity | 5 | – | 5 |
11. Earnings per share
2023 | 2022 | |
Basic | 9.5p | 13.2p |
Diluted | 9.3p | 13.0p |
The calculation of basic and diluted earnings per share is based on the following number of shares:
| 2023 | 2022 | |
| No.(m) | No.(m) | |
Basic weighted average shares | 777.7 | 779.1 |
Contingently issuable shares | 16.5 | 11.5 |
Diluted weighted average shares | 794.2 | 790.6 |
The earnings used in the calculation of basic and diluted earnings per share are set out below:
| 2023 | 2022 | |
| £m | £m | |
Earnings | 76 | 106 |
Non-controlling interests | (2) | (3) |
Earnings attributable to equity holders of the parent | 74 | 103 |
12. Dividends
| 2023 | 2022 | |
| £m | £m | |
| Amounts recognised as distributions to equity holders in the year: | ||
Final dividend for the year ended 31 December 2022 of 7.9p per share | 62 | – |
Interim dividend for the year ended 31 December 2023 of 4.8p per share | 37 | – |
Final dividend for the year ended 31 December 2021 of 5.5p per share | – | 43 |
Interim dividend for the year ended 31 December 2022 of 4.5p per share | – | 35 |
99 | 78 |
A final dividend of 10.0 pence per share will be paid on 24 May 2024 to all shareholders on the Register of Members on 12 April 2024.
During the year, the Trustees of the TP ICAP plc EBT and the TP ICAP Group plc EBT waived their rights to dividends. Dividends are not
payable on shares held in Treasury on the relevant record dates.
| Goodwill | Other | Total | |
| £m | £m | £m | |
At 1 January 2023 | 1,232 | 548 | 1,780 |
Amortisation of acquisition-related intangibles | – | (4 4) | (44) |
Impairment | (47 ) | (39) | (86) |
Effect of movements in exchange rates | (29) | (16) | (45) |
At 31 December 2023 | 1,156 | 449 | 1,605 |
| Goodwill | Other | Total | |
| £m | £m | £m | |
At 1 January 2022 | 1,180 | 582 | 1,762 |
Amortisation of acquisition-related intangibles | – | (45) | (45) |
Impairment | – | (20) | (20) |
Effect of movements in exchange rates | 52 | 31 | 83 |
At 31 December 2022 | 1,232 | 548 | 1,780 |
TP ICAP GROUP PLC Annual Report and Accounts 2023164
13. Intangible assets arising on consolidation continued
| 2023 | 2022 | |
| CGU | £m | £m |
Global Broking – excl. Liquidnet – Credit | 483 | 489 |
Liquidnet – Credit¹ | 72 | – |
Global Broking | 555 | 489 |
Energy & Commodities | 150 | 156 |
Parameta Solutions | 334 | 342 |
Liquidnet – Agency Execution | 41 | 40 |
Liquidnet – Equities¹ | 76 | – |
Liquidnet platform (formerly Liquidnet – acquired business)¹ | – | 205 |
Goodwill allocated to CGUs | 1,156 | 1,232 |
TP ICAP GROUP PLC Annual Report and Accounts 2023165
Financial statements
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2023
13 Intangible assets arising on consolidation continued
| Valuation | Breakeven | Valuation | Breakeven | |||
| Valuation | Breakeven | revenue | revenue | terminal value | terminal value | |
| discount rate | discount rate | growth rate | growth rate | growth rate | growth rate | |
| September 2023 | % | % | % | % | % | % |
Global Broking | 13.2% | 25.2% | 1.8% | (3.2%) | 1.4% | (38.3%) |
Energy & Commodities | 13.3% | 18.2% | 1.5% | (0.4%) | 1.7% | (8.8%) |
Parameta Solutions | 13.3% | 30.2% | 7.1 % | (17.0%) | 3.0% | (75.7%) |
Liquidnet – Agency Execution | 13.4% | 26.3% | 3.0% | (1.6%) | 2.7% | (42.7%) |
| Valuation | Breakeven | Valuation | Breakeven | |||
| Valuation | Breakeven | revenue | revenue | terminal value | terminal value | |
| discount rate | discount rate | growth rate | growth rate | growth rate | growth rate | |
| September 2022 | % | % | % | % | % | % |
Global Broking | 13.4% | 17.4% | 1.0% | (1.4%) | 1.0% | (7.0%) |
Energy & Commodities | 13.2% | 16.4% | 2.1% | 0.2% | 2.1% | (3.6%) |
Parameta Solutions | 13.8% | 31.1% | 6.0% | (18.1%) | 3.0% | (85.0%) |
Liquidnet – Agency Execution | 13.6% | 14.5% | 3.0% | 2.6% | 2.0% | 0.7% |
| Surplus/ | |||
| Valuation | Surplus at | (impairment) at | |
| revenue growth | valuation growth | valuation growth | |
| rate | rate -1% | rate -3% | |
| CGU | % | £m | £m |
Global Broking | 1.8% | 669 | 321 |
Energy & Commodities | 1.5% | 46 | (52) |
Parameta Solutions | 7.1 % | 535 | 450 |
Liquidnet – Agency Execution | 3.0% | 45 | 19 |
| Valuation | Breakeven | Valuation | Breakeven | |||
| Valuation | Breakeven | revenue | revenue | terminal value | terminal value | |
| discount rate | discount rate¹ | growth rate | growth rate¹ | growth rate | growth rate¹ | |
| Liquidnet platform | % | % | % | % | % | % |
Liquidnet platform | 10.7% | – | 11.0% | – | 2.2% | – |
| Comprising: | ||||||
| – Liquidnet – Equities | 10.7% | – | 6.1% | – | 2.0% | – |
– Liquidnet – Credit | 10.7% | – | 48.3% | – | 3.0% | – |
| Breakeven | Valuation | Breakeven | ||||
| Valuation | Breakeven | Valuation revenue | revenue | terminal value | terminal value | |
| discount rate | discount rate | growth rate | growth rate | growth rate | growth rate | |
| Liquidnet platform | % | % | % | % | % | % |
September 2022 | 10.9% | 12.3% | 14.7% | 13.1% | 2.4% | 0.5% |
December 2021 | 10.8% | 11.4% | 3.0% | 1.7% | 1.0% | 0.3% |
TP ICAP GROUP PLC Annual Report and Accounts 2023166
13 Intangible assets arising on consolidation continued
Impairment testing as at 30 September 2023 continued
| Incremental | ||||||
| impairment at | Valuation | Incremental | Incremental | |||
| valuation | Valuation | revenue growth | impairment at | impairment at | ||
| Valuation | discount rate | revenue growth | rate resulting in | valuation growth | valuation growth | |
| discount rate | +1% | rate | full impairment | rate -1% | rate -3% | |
| Liquidnet platform | % | £m | % | % | £m | £m |
Liquidnet – Equities | 10.7% | (21) | 6.1% | 3.2% | (27) | (76) |
Liquidnet – Credit | 10.7% | (14) | 48.3% | 36.7% | (7) | (21) |
TP ICAP GROUP PLC Annual Report and Accounts 2023167
Financial statements
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2023
| Purchased | Developed | ||
| software | software | Total | |
| £m | £m | £m | |
| Cost | |||
At 1 January 2023 | 63 | 217 | 280 |
Additions | 12 | 31 | 43 |
Amounts derecognised | (7) | (40) | (47 ) |
Effect of movements in exchange rates | (2) | (2) | (4) |
At 31 December 2023 | 66 | 206 | 272 |
| Accumulated amortisation | |||
At 1 January 2023 | (54) | (129) | (183) |
Charge for the year | (10) | (18) | (28) |
Amounts derecognised | 7 | 40 | 47 |
Effect of movements in exchange rates | 1 | 1 | 2 |
At 31 December 2023 | (56) | (106) | (162) |
| Carrying amount | |||
At 31 December 2023 | 10 | 100 | 110 |
| Purchased | Developed | ||
| software | software | Total | |
| £m | £m | £m | |
| Cost | |||
At 1 January 2022 | 52 | 190 | 242 |
Additions | 8 | 27 | 35 |
Amounts derecognised | (1) | (5) | (6) |
Effect of movements in exchange rates | 4 | 5 | 9 |
At 31 December 2022 | 63 | 217 | 280 |
| Accumulated amortisation | |||
At 1 January 2022 | (41) | (110) | (151) |
Charge for the year | (12) | (21) | (33) |
Amounts derecognised | 1 | 5 | 6 |
Effect of movements in exchange rates | (2) | (3) | (5) |
At 31 December 2022 | (54) | (129) | (183) |
| Carrying amount | |||
At 31 December 2022 | 9 | 88 | 97 |
TP ICAP GROUP PLC Annual Report and Accounts 2023168
15. Property, plant and equipment
| Land, buildings | Furniture, | ||
| and leasehold | fixtures and | ||
| improvements | equipment¹ | Total | |
| £m | £m | £m | |
| Cost | |||
At 1 January 2023 | 130 | 117 | 247 |
Reclassification of work-in-progress brought into use | 1 | (1) | – |
Additions | 2 | 10 | 12 |
Disposals | (17) | (20) | (37) |
Effect of movements in exchange rates | (4) | (4) | (8) |
At 31 December 2023 | 112 | 102 | 214 |
| Accumulated depreciation | |||
At 1 January 2023 | (60) | (77) | (137) |
Charge for the year | (9) | (13) | (22) |
Impairment | (5) | – | (5) |
Disposals | 17 | 20 | 37 |
Effect of movements in exchange rates | 2 | 3 | 5 |
At 31 December 2023 | (55) | (67) | (122) |
| Carrying amount | |||
At 31 December 2023 | 57 | 35 | 92 |
| Land, buildings | Furniture, | ||
| and leasehold | fixtures and | ||
| improvements | equipment¹ | Total | |
| £m | £m | £m | |
| Cost | |||
At 1 January 2022 | 127 | 100 | 227 |
Reclassification of work-in-progress brought into use | 1 | (1) | – |
Additions | 2 | 16 | 18 |
Disposals | (3) | (15) | (18) |
Effect of movements in exchange rates | 3 | 17 | 20 |
At 31 December 2022 | 130 | 117 | 247 |
| Accumulated depreciation | |||
At 1 January 2022 | (41) | (63) | (104) |
Charge for the year | (20) | (3) | (23) |
Impairment | – | (5) | (5) |
Disposals | 1 | 8 | 9 |
Effect of movements in exchange rates | – | (14) | (14) |
At 31 December 2022 | (60) | (77) | (137) |
| Carrying amount | |||
At 31 December 2022 | 70 | 40 | 110 |
1 Includes work-in-progress until brought into use.
16. Investment properties
| 2023 | 2022 | |
| £m | £m | |
At 1 January | – | – |
Transfer from right-of-use assets | 6 | – |
Transfer from finance lease receivables | 6 | – |
Effect of movements in exchange rates | – | – |
At 31 December | 12 | – |
The fair value of the Group’s investment property at 31 December 2023 has been arrived at on the basis of a valuation carried out at that
date by Jones Lang LaSalle Inc., an independent valuer not connected with the Group. Their valuation conforms to international valuation
standards. The fair value was determined based on the present value of the estimated future cash flows related to the property.
In estimating the fair value of the properties, the present value of the estimated future cash flows was used. The inputs used for each lease
were the rent commencement date, the expected sublease term, the starting annual rent per square foot and expected annual increase,
which were provided by the valuer, and discounted at the discount rate.
Details of the Group’s investment properties analysed by fair value hierarchy level are as follows:
| Level 3 | Total | |
| £m | £m | |
Office units located in New York City, NY, USA | 12 | 12 |
TP ICAP GROUP PLC Annual Report and Accounts 2023169
Financial statements
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2023
16. Investment properties continued
Sensitivity analysis
Property Valuation method Significant unobservable inputs Sensitivity
Office units located in New York
City, NY, USA
Present value of future cash flows Future rent A decrease of 10% in the
expected rent would result in a
decrease of £2m in the fair value.
Discount rate An increase of 100 basis points in
the discount rate would result in a
decrease of £1m in the fair value.
The Group’s investment properties are subject to finance lease obligations (Note 27).
The Group had no property rental income in 2023 (2022: £nil). Direct operating expenses are covered by a provision (Note 28) the utilisation
of which amounted to less than £1m (2022: £nil).
| 2023 | 2022 | |
| Land and buildings | £m | £m |
At 1 January | 165 | 187 |
Additions | 10 | 22 |
Amounts derecognised | – | (9) |
Depreciation | (23) | (26) |
Impairment | (6) | (4) |
Transfer to investment properties | (6) | – |
Transfer to finance lease receivables | – | (15) |
Effect of movements in exchange rates | (4) | 10 |
At 31 December | 136 | 165 |
| 2023 | 2022 | |
| £m | £m | |
Depreciation expense on right-of-use assets | 23 | 26 |
Impairment of right-of-use assets | 6 | 4 |
Interest on lease liabilities | 16 | 17 |
Expense relating to short-term leases | 1 | 1 |
Interest income from sub-letting under finance leases | (2) | (2) |
TP ICAP GROUP PLC Annual Report and Accounts 2023170
| 2023 | 2022 | |
| £m | £m | |
At 1 January | 63 | 51 |
Additions | 5 | – |
Disposals | (10) | – |
Impairments¹ | (5) | – |
Share of profit for the year | 18 | 23 |
Dividends received | (16) | (13) |
Effect of movements in exchange rates | (4) | 2 |
At 31 December | 51 | 63 |
| Summary financial information for associates | ||
| Aggregated amounts (for associates at the year end): | ||
Total assets | 267 | 404 |
Total liabilities | (104) | (182) |
Net assets | 163 | 222 |
Proportion of Group’s ownership interest | 47 | 63 |
Goodwill | 4 | – |
Carrying amount of Group’s ownership interest | 51 | 63 |
| Aggregated amounts (for associates during the year): | ||
Revenue | 248 | 268 |
Profit for the year | 56 | 67 |
Group’s share of profit for the year | 18 | 23 |
Impairment | (5) | – |
Dividends received from associates during the year | (16) | (13) |
| Country of incorporation | Percentage | |
and operation | Associated undertakings | held |
Bahrain | ICAP (Middle East) W.L.L. | 49% |
China | Tullett Prebon SITICO (China) Limited | 33% |
Enmore Commodity Brokers (Shanghai) Limited | 49% | |
India | ICAP IL India Private Limited¹ | 40% |
Japan | Totan ICAP Co., Ltd¹ | 40% |
Central Totan Securities Co. Ltd¹ | 20% | |
Spain | Corretaje e Informacion Monetaria y de Divisas SA (sold December 2023) | 21.5% |
United Kingdom | PushPull Technology Limited (acquired March 2023) | 29.4% |
United States | First Brokers Securities LLC¹ | 40% |
TP ICAP GROUP PLC Annual Report and Accounts 2023171
Financial statements
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2023
| 2023 | 2022 | |
| £m | £m | |
At 1 January | 34 | 28 |
Disposals | – | (1) |
Share of result for the year | 7 | 6 |
Dividends received | (6) | (2) |
Effect of movements in exchange rates | 3 | 3 |
At 31 December | 38 | 34 |
| Summary financial information for joint ventures | ||
| Aggregated amounts (for joint ventures at the year end): | ||
Total assets | 34 | 30 |
Total liabilities | (5) | (4) |
Net assets | 29 | 26 |
Proportion of Group’s ownership interest | 14 | 13 |
Goodwill | 24 | 21 |
Carrying amount of Group’s ownership interest | 38 | 34 |
| Aggregated amounts (for joint ventures during the year): | ||
Revenue | 19 | 16 |
Result for the year | 14 | 12 |
Group’s share of result for the year | 7 | 6 |
Dividends received from joint ventures during the year | (6) | (2) |
| Country of incorporation | Percentage | |
and operation | Joint ventures | held |
Colombia | SET-ICAP FX SA | 47.9% |
SET-ICAP Securities S.A. | 47.4% | |
Indonesia | PT Electronic IDR Exchange (liquidated September 2023) | 49% |
Mexico | SIF ICAP, S.A. de C.V. | 50% |
| 2023 | 2022 | |
| £m | £m | |
At 1 January | 23 | 21 |
Disposals | (3) | – |
Effect of movements in exchange rates | (1) | 2 |
At 31 December | 19 | 23 |
| Categorisation of other investments: | ||
Debt instruments at FVTOCI – corporate debt securities | 2 | 2 |
Equity instruments at FVTOCI | 17 | 21 |
19 | 23 |
TP ICAP GROUP PLC Annual Report and Accounts 2023172
| 2023 | 2022 | |
| £m | £m | |
Debt instruments at FVTOCI – Government debt securities | 92 | 81 |
Investments at amortised cost – Term deposits | 97 | 93 |
189 | 174 |
| 2023 | 2022 | |
| £m | £m | |
Deferred tax assets | 41 | 15 |
Deferred tax liabilities | (51) | (85) |
(10) | (70) |
| 2023 | 2022 | |
| £m | £m | |
At 1 January | (70) | (90) |
| Credit to income for the year: | ||
– Arising on impairment of intangible assets arising on consolidation | 10 | – |
– Other movements | 49 | 23 |
Effect of movements in exchange rates | 1 | (3) |
At 31 December | (10) | (70) |
| Effect of | ||||
| Recognised | movements | |||
| At | in profit | in exchange | At | |
| 1 January | or loss | rates | 31 December | |
| £m | £m | £m | £m | |
| 2023 | ||||
Share-based payment awards | 4 | – | – | 4 |
Tax losses | 23 | 36 | (1) | 58 |
Bonuses | 11 | – | (1) | 10 |
Intangible assets arising on consolidation | (138) | 21 | 4 | (113) |
Other timing differences | 30 | 2 | (1) | 31 |
(70) | 59 | 1 | (10) |
| Effect of | ||||
| Recognised | movements | |||
| At | in profit | in exchange | At | |
| 1 January | or loss | rates | 31 December | |
| £m | £m | £m | £m | |
| 2022 | ||||
Share-based payment awards | 4 | – | – | 4 |
Tax losses | 12 | 10 | 1 | 23 |
Bonuses | 9 | – | 2 | 11 |
Intangible assets arising on consolidation | (145) | 15 | (8) | (138) |
Other timing differences | 30 | (2) | 2 | 30 |
(90) | 23 | (3) | (70) |
TP ICAP GROUP PLC Annual Report and Accounts 2023173
Financial statements
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2023
| 2022 | ||
| 2023 | (restated) | |
| £m | £m | |
| Non-current receivables | ||
Finance lease receivables¹ | 27 | 38 |
Other receivables | 6 | 13 |
33 | 51 | |
| Current receivables | ||
Trade receivables | 304 | 382 |
Amounts due from clearing organisations | 37 | 77 |
Deposits paid for securities borrowed | 1,776 | 1,575 |
Finance lease receivables | 3 | 2 |
Other debtors² | 41 | 45 |
Accrued income | 11 | 15 |
Owed by associates and joint ventures | 4 | 4 |
Prepayments² | 98 | 94 |
Corporation tax | 5 | 4 |
2,279 | 2,198 |
| Less than | 31–60 | 61–90 | Greater than | |||
| 30 days | days | days | 91 days | |||
| Total | Not past due | past due | past due | past due | past due | |
| Trade receivables | £m | £m | £m | £m | £m | £m |
| 2023 | ||||||
EMEA | 158 | 58 | 29 | 12 | 7 | 52 |
Americas | 118 | 50 | 22 | 12 | 6 | 28 |
Asia Pacific | 33 | 17 | 8 | 3 | 1 | 4 |
| Gross balances outstanding | 309 | 125 | 59 | 27 | 14 | 84 |
Effective expected credit loss rate | % | % | % | % | % | |
Lifetime ECL | (5) | 0.31% | 0.21% | 0.43% | 0.92% | 4.85% |
| 304 |
| Less than | 31–60 | 61–90 | Greater than | |||
| 30 days | days | days | 91 days | |||
| Total | Not past due | past due | past due | past due | past due | |
| Trade receivables | £m | £m | £m | £m | £m | £m |
| 2022 | ||||||
EMEA | 221 | 56 | 36 | 25 | 15 | 89 |
Americas | 125 | 48 | 26 | 15 | 8 | 28 |
Asia Pacific | 42 | 16 | 11 | 4 | 3 | 8 |
| Gross balances outstanding | 388 | 120 | 73 | 44 | 26 | 125 |
Effective expected credit loss rate | % | % | % | % | % | |
Lifetime ECL | (6) | 0.15% | 0.25% | 0.42% | 0.65% | 4.56% |
| 382 |
TP ICAP GROUP PLC Annual Report and Accounts 2023174
23. Trade and other receivables continued
| 2023 | 2022 | |
| £m | £m | |
Year 1 | 5 | 4 |
Year 2 | 5 | 3 |
Year 3 | 5 | 5 |
Year 4 | 3 | 6 |
Year 5 | 3 | 4 |
Onwards | 17 | 29 |
Undiscounted lease payments | 38 | 51 |
Less: unearned finance income | (8) | (11) |
Present value of lease payments receivable | 30 | 40 |
Net investment in the lease | 30 | 40 |
| 2023 | 2022 | |
| £m | £m | |
Recoverable after 12 months | 33 | 47 |
Recoverable within 12 months | 5 | 4 |
| 2023 | 2022 | |
| £m | £m | |
Recoverable after 12 months | 27 | 38 |
Recoverable within 12 months | 3 | 2 |
| 2023 | 2022 | |
| £m | £m | |
Interest on the net investment in finance leases | 2 | 2 |
TP ICAP GROUP PLC Annual Report and Accounts 2023175
Financial statements
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2023
| 2023 | 2022 | |
| £m | £m | |
Trade payables | 40 | 24 |
Amounts due to clearing organisations | 6 | 46 |
Deposits received for securities loaned | 1,773 | 1,573 |
Deferred consideration (Note 34) | 51 | 1 |
Other creditors | 85 | 108 |
Accruals | 384 | 369 |
Owed to associates and joint ventures | 3 | 3 |
Tax and social security | 28 | 22 |
Deferred income | 2 | 3 |
2,372 | 2,149 |
| 2023 | 2022 | |
| £m | £m | |
| Financial assets at fair value through profit or loss | ||
Matched Principal financial assets | 24 | 9 |
Fair value gains on unsettled Matched Principal transactions | 545 | 255 |
569 | 264 | |
| Financial liabilities at fair value through profit or loss | ||
Matched Principal financial liabilities | – | – |
Fair value losses on unsettled Matched Principal transactions | (541) | (255) |
(541) | (255) | |
| Notional contract amounts of unsettled Matched Principal transactions | ||
Unsettled Matched Principal Sales | 125,673 | 104,886 |
Unsettled Matched Principal Purchases | 125,645 | 104,876 |
| Less than | Greater than | ||
| one year | one year | Total | |
| £m | £m | £m | |
| 2023 | |||
Overdrafts | 10 | – | 10 |
Sterling Notes January 2024 | 37 | – | 37 |
Sterling Notes May 2026 | 1 | 249 | 250 |
Sterling Notes November 2028 | 1 | 248 | 249 |
Sterling Notes April 2030 | 4 | 247 | 251 |
Liquidnet Vendor Loan Notes March 2024 | 40 | – | 40 |
93 | 74 4 | 837 |
| Less than | Greater than | ||
| one year | one year | Total | |
| £m | £m | £m | |
| 2022 | |||
Sterling Notes January 2024 | 6 | 247 | 253 |
Sterling Notes May 2026 | 1 | 249 | 250 |
Sterling Notes November 2028 | 1 | 247 | 248 |
Liquidnet Vendor Loan Notes March 2024 | 1 | 42 | 43 |
9 | 785 | 794 |
TP ICAP GROUP PLC Annual Report and Accounts 2023176
26. Loans and borrowings continued
TP ICAP GROUP PLC Annual Report and Accounts 2023177
Financial statements
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2023
26. Loans and borrowings continued
27. Lease liabilities
Maturity analysis
| 2023 | 2022 | |
| £m | £m | |
Year 1 | 44 | 46 |
Year 2 | 42 | 40 |
Year 3 | 40 | 37 |
Year 4 | 32 | 35 |
Year 5 | 29 | 30 |
Onwards | 142 | 172 |
329 | 360 | |
Less: future interest expense | (78) | (81) |
251 | 279 |
Analysed as:
| 2023 | 2022 | |
| £m | £m | |
Included in current liabilities | 28 | 29 |
Included in non-current liabilities | 223 | 250 |
251 | 279 |
The average effective interest rate on finance leases approximates to 6.23% (2022: 6.44%) per annum.
The cash flows in respect of finance leases are set out in Note 36.
At 31 December 2023, the Group is committed to £1m (2022: £1m) for short-term leases.
28. Provisions
(a) Provision movements during the year
| Legal | ||||
| Property | Restructuring | and other | Total | |
| £m | £m | £m | £m | |
| 2023 | ||||
At 1 January 2023 | 13 | 7 | 20 | 40 |
Charge to income statement | – | 6 | 12 | 18 |
Utilisation of provision | – | (8) | (4) | (12) |
Effect of movements in exchange rates | (1) | – | – | (1) |
At 31 December 2023 | 12 | 5 | 28 | 45 |
| Legal | ||||
| Property | Restructuring | and other | Total | |
| £m | £m | £m | £m | |
| 2022 | ||||
At 1 January 2022 | 16 | 5 | 22 | 43 |
Charge to income statement | – | 3 | 2 | 5 |
Utilisation of provision | (3) | (1) | (5) | (9) |
Effect of movements in exchange rates | – | – | 1 | 1 |
At 31 December 2022 | 13 | 7 | 20 | 40 |
TP ICAP GROUP PLC Annual Report and Accounts 2023178
28. Provisions continued
(a) Provision movements during the year continued
| 2023 | 2022 | |
| £m | £m | |
Included in current liabilities | 14 | 9 |
Included in non-current liabilities | 31 | 31 |
45 | 40 |
Property provisions outstanding as at 31 December 2023 relate to provisions in respect of building dilapidations, representing the
estimated cost of making good dilapidations and disrepair on various leasehold buildings, and are expected to be utilised over the next
12 years.
Restructuring provisions outstanding as at 31 December 2023 relate to termination and other employee related costs. It is expected that
the remaining obligations will be discharged during 2024.
Legal and other provisions include provisions for legal claims brought against subsidiaries of the Group together with provisions against
obligations for certain long-term employee benefits and non-property related onerous contracts. At present the timing and amount of
any payments are uncertain and provisions are subject to regular review. It is expected that the obligations will be discharged over the
next 17 years.
(b) Critical judgements and key estimation uncertainties
Swiss LIBOR Class Action
On 4 December 2017, a class of plaintiffs filed a Second Amended Class Action Complaint in the matter of Sonterra Capital Master Fund
Ltd. et al. v. Credit Suisse Group AG et al. naming as defendants, among others, TP ICAP plc, Tullett Prebon Americas Corp., Tullett Prebon
(USA) Inc., Tullett Prebon Financial Services LLC, Tullett Prebon (Europe) Limited, Cosmorex AG, ICAP Europe Limited, and ICAP Securities
USA LLC (together, the ‘Companies’). The Second Amended Complaint generally alleges that the Companies conspired with certain bank
customers to manipulate Swiss Franc LIBOR and prices of Swiss Franc LIBOR based derivatives by disseminating false pricing information
in false run-throughs and false prices published on screens viewed by customers in violation of the Sherman Act (anti-trust) and the
Racketeer Influenced and Corrupt Organizations Act (‘RICO’). The Group has entered into settlement agreements to resolve this matter. On
16 May, 2023, the United States District Court granted preliminary approval of those settlements. On 27 September 2023, the Court signed
an order granting final class approval of the settlement. Pursuant to the settlement, the legacy ‘Tullett’ defendants have paid US$2.1m
(£1.7m) into escrow having provided for this amount for onward distribution. Separately and consistent with its indemnity obligations, NEX
International Limited (formerly known as ICAP plc) has, in order to resolve claims against the four ‘ICAP’ broker defendants (ICAP Europe
Limited, ICAP Securities USA LLC, NEX Group plc and Intercapital Capital Markets LLC) paid US$2.1m (£1.7m) into escrow for onward
distribution. This has been recorded as a provision and settlement, together with the receipt of an indemnification asset from NEX. This
matter is now closed.
Commodities and Futures Trading Commission – Bond issuances investigation
ICAP Global Derivatives Limited (‘IGDL’), ICAP Energy LLC (‘Energy’), ICAP Europe Limited (‘IEL’), Tullett Prebon Americas Corp. (‘TPAC’),
tpSEF Inc. (‘tpSEF’), TP ICAP E&C Limited (formerly Tullett Prebon Europe Limited) (‘TPE&C’) Tullett Prebon (Japan) Limited (‘TPJL’) and
Tullett Prebon (Australia) Limited (‘TPAL’) are currently responding to an investigation by the CFTC in relation to the pricing of issuances
utilising certain of TP ICAP’s indicative broker pricing screens and certain recordkeeping matters including in relation to employee use of
personal devices for business communications and other books and records matters. The investigation remains open and the Group is
co-operating with the CFTC in its enquiries. Whilst it is not possible to predict the ultimate outcome of the investigation, the Group has
made a provision reflecting management’s best estimate as at this date of the cost of settling the investigation. The actual outcome may
differ significantly from management’s current estimate. As the relevant matters occurred prior to the Group’s acquisition of ICAP’s Global
Broking Business (‘IGBB’), the Group issued proceedings against ICAP’s successor company, NEX Group Limited (‘NEX’), in respect of
breach of warranties under the sale and purchase agreement in connection with the IGBB acquisition insofar as these matters relate to the
ICAP entities. Those proceedings against NEX have been settled on confidential terms.
Supplier contractual dispute
The Group is party to numerous contractual arrangements with its suppliers some of which, in the normal course of business, may become
subject to dispute over a party’s compliance with the terms of the arrangement. In respect of one such matter the Group has resolved a
dispute for an amount within the previously disclosed provision of £5m (US$6.8m). As the settlement is commercially sensitive further
disclosure is considered to be prejudicial.
| 2023 | 2022 | |
| £m | £m | |
Accruals and deferred income | 5 | 5 |
Deferred consideration (Note 34) | – | 55 |
5 | 60 |
TP ICAP GROUP PLC Annual Report and Accounts 2023179
Financial statements
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2023
| Net amounts of | |||
| financial | |||
| Gross amounts of | Amounts that are | instruments | |
| recognised | offset in the | presented in the | |
| financial | statement of | statement of | |
| instruments | financial position | financial position | |
| Back-to-back derivatives netted in the statement of financial position | £m | £m | £m |
| 2023 | |||
Derivative asset | 199 | (199) | – |
Derivative liability | (199) | 199 | – |
| Net amounts of | |||
| financial | |||
| Gross amounts of | Amounts that are | instruments | |
| recognised | offset in the | presented in the | |
| financial | statement of | statement of | |
| instruments | financial position | financial position | |
| Back-to-back derivatives netted in the statement of financial position | £m | £m | £m |
| 2022 | |||
Derivative asset | 157 | (157) | – |
Derivative liability | (157) | 157 | – |
TP ICAP GROUP PLC Annual Report and Accounts 2023180
30. Financial instruments continued
| FVTPL | FVTOCI | FVTOCI | |||
| trading | debt | equity | Amortised | Total carrying | |
| instruments | instruments | instruments | cost | amount | |
| Financial assets | £m | £m | £m | £m | £m |
| 2023 | |||||
| Non-current financial assets measured at fair value | |||||
Equity securities | – | – | 17 | – | 17 |
Corporate debt securities | – | 2 | – | – | 2 |
| Non-current financial assets not measured at fair value | |||||
Other receivables | – | – | – | 6 | 6 |
Finance lease receivables | – | – | – | 27 | 27 |
– | 2 | 17 | 33 | 52 | |
| Current financial assets measured at fair value | |||||
Matched Principal financial assets | 24 | – | – | – | 24 |
Fair value gains on unsettled Matched Principal transactions | 545 | – | – | – | 545 |
Government debt securities | – | 92 | – | – | 92 |
| Current financial assets not measured at fair value¹ | |||||
Term deposits | – | – | – | 97 | 97 |
Other debtors | – | – | – | 41 | 41 |
Accrued income | – | – | – | 11 | 11 |
Owed by associates and joint ventures | – | – | – | 4 | 4 |
Trade receivables | – | – | – | 304 | 304 |
Amounts due from clearing organisations | – | – | – | 37 | 37 |
Deposits paid for securities borrowed | – | – | – | 1,776 | 1,776 |
Finance lease receivables | – | – | – | 3 | 3 |
Cash and cash equivalents | – | – | – | 1,029 | 1,029 |
569 | 92 | – | 3,302 | 3,963 | |
Total financial assets | 569 | 94 | 17 | 3,335 | 4,015 |
| FVTPL | FVTOCI | FVTOCI | Amortised | Total carrying | |
| trading | debt | equity | cost | amount | |
| instruments | instruments | instruments | (restated) | (restated) | |
| Financial assets | £m | £m | £m | £m | £m |
| 2022 | |||||
| Non-current financial assets measured at fair value | |||||
Equity securities | – | – | 21 | – | 21 |
Corporate debt securities | – | 2 | – | – | 2 |
| Non-current financial assets not measured at fair value | |||||
Other receivables | – | – | – | 13 | 13 |
Finance lease receivables | – | – | – | 38 | 38 |
– | 2 | 21 | 51 | 74 | |
| Current financial assets measured at fair value | |||||
Matched Principal financial assets | 9 | – | – | – | 9 |
Fair value gains on unsettled Matched Principal transactions | 255 | – | – | – | 255 |
Government debt securities | – | 81 | – | – | 81 |
| Current financial assets not measured at fair value¹ | |||||
Term deposits | – | – | – | 93 | 93 |
Other debtors² | – | – | – | 45 | 45 |
Accrued income | – | – | – | 15 | 15 |
Owed by associates and joint ventures | – | – | – | 4 | 4 |
Trade receivables | – | – | – | 382 | 382 |
Amounts due from clearing organisations | – | – | – | 77 | 77 |
Deposits paid for securities borrowed | – | – | – | 1,575 | 1,575 |
Finance lease receivables | – | – | – | 2 | 2 |
Cash and cash equivalents | – | – | – | 888 | 888 |
264 | 81 | – | 3,081 | 3,426 | |
Total financial assets | 264 | 83 | 21 | 3,132 | 3,500 |
TP ICAP GROUP PLC Annual Report and Accounts 2023181
Financial statements
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2023
30. Financial instruments continued
(c) Categorisation of financial assets and liabilities continued
Mandatorily at FVTPL | Other financial liabilities | Total carrying | |||
| Non-current | Current | Non-current | Current | amount | |
Financial liabilities | £m | £m | £m | £m | £m |
| 2023 | |||||
| Financial liabilities measured at fair value | |||||
Fair value losses on unsettled Matched Principal transactions | – | 541 | – | – | 541 |
Deferred consideration | – | 51 | – | – | 51 |
– | 592 | – | – | 592 | |
| Financial liabilities not measured at fair value¹ | |||||
Overdraft | – | – | – | 10 | 10 |
Sterling Notes January 2024 | – | – | – | 37 | 37 |
Sterling Notes May 2026 | – | – | 249 | 1 | 250 |
Sterling Notes November 2028 | – | – | 248 | 1 | 249 |
Sterling Notes April 2030 | – | – | 247 | 4 | 251 |
Liquidnet Vendor Loan Notes March 2024 | – | – | – | 40 | 40 |
Other creditors | – | – | – | 85 | 85 |
Accruals² | – | – | – | 97 | 97 |
Owed to associates and joint ventures | – | – | – | 3 | 3 |
Trade payables | – | – | – | 40 | 40 |
Amounts due to clearing organisations | – | – | – | 6 | 6 |
Deposits received for securities loaned | – | – | – | 1,773 | 1,773 |
Lease liabilities | – | – | 223 | 28 | 251 |
– | – | 967 | 2,125 | 3,092 | |
Total financial liabilities | – | 592 | 967 | 2,125 | 3,684 |
Mandatorily at FVTPL | Other financial liabilities | Total carrying | |||
| Non-current | Current | Non-current | Current | amount | |
Financial liabilities | £m | £m | £m | £m | £m |
| 2022 | |||||
| Financial liabilities measured at fair value | |||||
Fair value losses on unsettled Matched Principal transactions | – | 255 | – | – | 255 |
Deferred consideration | 55 | 1 | – | – | 56 |
55 | 256 | – | – | 311 | |
| Financial liabilities not measured at fair value¹ | |||||
Sterling Notes January 2024 | – | – | 247 | 6 | 253 |
Sterling Notes May 2026 | – | – | 249 | 1 | 250 |
Sterling Notes November 2028 | – | – | 247 | 1 | 248 |
Liquidnet Vendor Loan Notes March 2024 | – | – | 42 | 1 | 43 |
Other creditors | – | – | – | 108 | 108 |
Accruals² | – | – | – | 113 | 113 |
Owed to associates and joint ventures | – | – | – | 3 | 3 |
Trade payables | – | – | – | 24 | 24 |
Amounts due to clearing organisations | – | – | – | 46 | 46 |
Deposits received for securities loaned | – | – | – | 1,573 | 1,573 |
Lease liabilities | – | – | 250 | 29 | 279 |
– | – | 1,035 | 1,905 | 2,940 | |
Total financial liabilities | 55 | 256 | 1,035 | 1,905 | 3,251 |
TP ICAP GROUP PLC Annual Report and Accounts 2023182
30. Financial instruments continued
(d) Credit and market risk continued
| Due | Due | ||||
| between | between | Due | |||
| Due within | 3 months and | 1 year and | after | ||
| 3 months | 12 months | 5 years | 5 years | Total | |
| £m | £m | £m | £m | £m | |
| 2023 | |||||
Settlement of open Matched Principal purchases¹ | 125,645 | – | – | – | 125,645 |
Deposits received for securities loaned | 1,773 | – | – | – | 1,773 |
Trade payables | 40 | – | – | – | 40 |
Amounts due to clearing organisations | 6 | – | – | – | 6 |
Other creditors | 85 | – | – | – | 85 |
Accruals | 97 | – | – | – | 97 |
Owed to associates and joint ventures | 3 | – | – | – | 3 |
Lease liabilities | 7 | 37 | 143 | 142 | 329 |
Overdrafts | 10 | – | – | – | 10 |
Sterling Notes January 2024 | 37 | – | – | – | 37 |
Sterling Notes May 2026 | – | 13 | 270 | – | 283 |
Sterling Notes November 2028 | – | 7 | 276 | – | 283 |
Sterling Notes April 2030 | – | 20 | 79 | 279 | 378 |
Liquidnet Vendor Loan Notes March 2024 | 40 | – | – | – | 40 |
Deferred consideration | 51 | – | – | – | 51 |
127,794 | 77 | 768 | 421 | 129,060 |
| Due | Due | ||||
| between | between | Due | |||
| Due within | 3 months and | 1 year and | after | ||
| 3 months | 12 months | 5 years | 5 years | Total | |
| £m | £m | £m | £m | £m | |
| 2022 | |||||
Settlement of open Matched Principal purchases¹ | 104,876 | – | – | – | 104,876 |
Deposits received for securities loaned | 1,573 | – | – | – | 1,573 |
Trade payables | 24 | – | – | – | 24 |
Amounts due to clearing organisations | 46 | – | – | – | 46 |
Other creditors | 108 | – | – | – | 108 |
Accruals | 113 | – | – | – | 113 |
Owed to associate and joint ventures | 3 | – | – | – | 3 |
Lease liabilities | 11 | 35 | 142 | 172 | 360 |
Sterling Notes January 2024 | 6 | 6 | 253 | – | 265 |
Sterling Notes May 2026 | – | 13 | 283 | – | 296 |
Sterling Notes November 2028 | – | 7 | 26 | 257 | 290 |
Liquidnet Vendor Loan Notes March 2024 | 1 | – | 43 | – | 44 |
Deferred consideration | 1 | – | 55 | – | 56 |
106,762 | 61 | 802 | 429 | 108,054 |
TP ICAP GROUP PLC Annual Report and Accounts 2023183
Financial statements
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2023
30. Financial instruments continued
| Change in foreign currency financial | Change in translation of foreign | |||
| assets and liabilities – profit or loss | operations – equity | |||
| 2023 | 2022 | 2023 | 2022 | |
| £m | £m | £m | £m | |
| Currency: | ||||
– USD | (9) | (7) | (93) | (112) |
– EUR | (6) | (7) | (11) | (10) |
– SGD | – | – | (9) | (10) |
– HKD | – | – | (8) | (10) |
– JPY | – | – | (5) | (8) |
– AUD | – | – | (3) | (4) |
2023 | 2022 | |||
| +100bps | -100bps | +100bps | -100bps | |
| £m | £m | £m | £m | |
| Income/(expense) arising on: | ||||
– floating rate assets | 5 | (5) | 4 | (4) |
– floating rate liabilities | – | – | (1) | – |
Net income/(expense) for the year | 5 | (5) | 3 | (4) |
TP ICAP GROUP PLC Annual Report and Accounts 2023184
30. Financial instruments continued
(h) Fair value measurements recognised in the statement of financial position continued
| Level 1 | Level 2 | Level 3 | Total | |
| £m | £m | £m | £m | |
| 2023 | ||||
| Non-financial assets measured at fair value | ||||
Investment properties | – | – | 12 | 12 |
| Financial assets measured at fair value | ||||
Matched Principal financial assets | 24 | – | – | 24 |
Fair value gain on unsettled Matched Principal transactions | 545 | – | – | 545 |
Equity instruments | – | 8 | 9 | 17 |
Corporate debt securities | – | – | 2 | 2 |
Government debt securities | 92 | – | – | 92 |
| Financial liabilities measured at fair value | ||||
Fair value losses on unsettled Matched Principal transactions | (541) | – | – | (541) |
Deferred consideration | – | (51) | – | (51) |
120 | (43) | 23 | 100 |
| Level 1 | Level 2 | Level 3 | Total | |
| £m | £m | £m | £m | |
| 2022 | ||||
| Financial assets measured at fair value | ||||
Matched Principal financial assets | 9 | – | – | 9 |
Fair value gain on unsettled Matched Principal transactions | 255 | – | – | 255 |
Equity instruments | – | 11 | 10 | 21 |
Corporate debt securities | – | – | 2 | 2 |
Government debt securities | 81 | – | – | 81 |
| Financial liabilities measured at fair value | ||||
Fair value losses on unsettled Matched Principal transactions | (255) | – | – | (255) |
Deferred consideration | – | – | (56) | (56) |
90 | 11 | (44) | 57 |
| Investment | Equity | Deferred | |||
| properties | instruments | Debt securities | consideration | ||
| (at FVTPL) | (at FVTOCI) | (at FVTOCI) | (at FVTPL) | Total | |
| 2023 | £m | £m | £m | £m | £m |
Balance as at 1 January | – | 10 | 2 | (56) | (44) |
Net change in fair value – charged to the income statement | – | – | – | 4 | 4 |
Additions during the year | 12 | – | – | – | 12 |
Amounts settled during the year | – | – | – | 1 | 1 |
Transfer of liabilities to Level 2 | – | – | – | 51 | 51 |
Effect of movements in exchange rates | – | (1) | – | – | (1) |
Balance as at 31 December | 12 | 9 | 2 | – | 23 |
| Equity | Deferred | |||
| instruments | Debt securities | consideration | ||
| (at FVTOCI) | (at FVTOCI) | (at FVTPL) | Total | |
| 2022 | £m | £m | £m | £m |
Balance as at 1 January | 9 | 2 | (53) | (42) |
Net change in fair value – credited to the income statement | – | – | (8) | (8) |
Acquisitions during the year | – | – | – | – |
Amounts settled during the year | – | – | 5 | 5 |
Effect of movements in exchange rates | 1 | – | – | 1 |
Balance as at 31 December | 10 | 2 | (56) | (44) |
TP ICAP GROUP PLC Annual Report and Accounts 2023185
Financial statements
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2023
| 2023 | 2022 | |
| No. | No. | |
| Allotted, issued and fully paid | ||
| Ordinary shares of 25p | ||
As at 31 December 2023 and 2022 | 788,670,932 | 788,670,932 |
| Share | |
| capital | |
| £m | |
As at 31 December 2023 and 2022 | 197 |
| Reorgan- | Hedging | |||||
| isation | Revaluation | and | Treasury | Own | Other | |
| reserve | reserve | translation | shares | shares | reserves | |
| £m | £m | £m | £m | £m | £m | |
| 2023 | ||||||
As at 1 January 2023 | (946) | 5 | 109 | – | (22) | (854) |
Exchange differences on translation of foreign operations | – | – | (82) | – | – | (82) |
Taxation on components of other comprehensive income | – | – | 2 | – | – | 2 |
Total comprehensive income | – | – | (80) | – | – | (80) |
Share settlement of share-based payment awards | – | – | – | – | 9 | 9 |
Own shares acquired for employee trusts | – | – | – | – | (7) | (7) |
Own shares acquired/share buyback | – | – | – | (29) | – | (29) |
Gain on disposal of equity instruments at FVTOCI | – | (2) | – | – | – | (2) |
As at 31 December 2023 | (946) | 3 | 29 | (29) | (20) | (963) |
| Reorgan- | Hedging | |||||
| isation | Revaluation | and | Treasury | Own | Other | |
| reserve | reserve | translation | shares | shares | reserves | |
| £m | £m | £m | £m | £m | £m | |
| 2022 | ||||||
As at 1 January 2022 | (946) | 5 | (38) | – | (26) | (1,005) |
Exchange differences on translation of foreign operations | – | – | 152 | – | – | 152 |
Taxation on components of other comprehensive income | – | – | (5) | – | – | (5) |
Total comprehensive income | – | – | 147 | – | – | 147 |
Share settlement of share-based payment awards | – | – | – | – | 7 | 7 |
Own shares acquired for employee trusts | – | – | – | – | (3) | (3) |
As at 31 December 2022 | (946) | 5 | 109 | – | (22) | (854) |
TP ICAP GROUP PLC Annual Report and Accounts 2023186
32. Reconciliation of shareholders’ funds continued
| Equity attributable to equity holders of the parent | ||||||
| Share capital | Other reserves | Retained | Non-controlling | Total | ||
| Note 32(a) | Note 32(b) | earnings | Total | interests | equity | |
| £m | £m | £m | £m | £m | £m | |
| 2023 | ||||||
As at 1 January 2023 | 197 | (854) | 2,800 | 2,143 | 18 | 2,161 |
Profit for the year | – | – | 74 | 74 | 2 | 76 |
| Remeasurement of defined benefit pension | ||||||
schemes | – | – | 46 | 46 | – | 46 |
| Exchange differences on translation | ||||||
of foreign operations | – | (82) | – | (82) | (1) | (83) |
Taxation on components of other comprehensive income | – | 2 | (16) | (14) | – | (14) |
Total comprehensive income | – | (80) | 104 | 24 | 1 | 25 |
Dividends paid | – | – | (99) | (99) | (2) | (101) |
| Share settlement of share-based | ||||||
payment awards | – | 9 | (10) | (1) | – | (1) |
Own shares acquired for employee trusts | – | (7) | – | (7) | – | (7) |
Own shares acquired/share buyback | – | (29) | – | (29) | – | (29) |
Gain on disposal of equity instruments at FVTOCI | – | (2) | 2 | – | – | – |
| Credit arising on share-based | ||||||
payment awards (Note 33) | – | – | 17 | 17 | – | 17 |
As at 31 December 2023 | 197 | (963) | 2,814 | 2,048 | 17 | 2,065 |
| Equity attributable to equity holders of the parent | ||||||
| Share capital | Other reserves | Retained | Non-controlling | Total | ||
| Note 32(a) | Note 32(b) | earnings | Total | interests | equity | |
| £m | £m | £m | £m | £m | £m | |
| 2022 | ||||||
As at 1 January 2022 | 197 | (1,005) | 2,769 | 1,961 | 17 | 1,978 |
Profit for the year | – | – | 103 | 103 | 3 | 106 |
| Exchange differences on translation | ||||||
of foreign operations | – | 152 | – | 152 | 1 | 153 |
Taxation on components of other comprehensive income | – | (5) | – | (5) | – | (5) |
Total comprehensive income | – | 147 | 103 | 250 | 4 | 254 |
Dividends paid | – | – | (78) | (78) | (3) | (81) |
| Share settlement of share-based | ||||||
payment awards | – | 7 | (7) | – | – | – |
Own shares acquired for employee trusts | – | (3) | – | (3) | – | (3) |
| Credit arising on share-based | ||||||
payment awards (Note 33) | – | – | 13 | 13 | – | 13 |
As at 31 December 2022 | 197 | (854) | 2,800 | 2,143 | 18 | 2,161 |
TP ICAP GROUP PLC Annual Report and Accounts 2023187
Financial statements
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2023
33. Share-based awards
Deferred Bonus Plan
Annual awards are made to Executive Directors and the Group’s Senior Managers under the Group’s Deferred Bonus Plan.
Under this Plan, the Group’s Executive Directors have 50% of their annual discretionary bonus awarded in deferred shares, and employees
identified as senior managers have up to 60% (2022: 50%) of their annual discretionary bonus awarded in deferred shares. These awards
will be settled with TP ICAP Group plc shares and are subject to the completion of service conditions and the fulfilment of other conduct
requirements. The number of shares in respect of a bonus year is determined after the close period for that year at the then market price,
and the awards vest over three years from the grant. The fair value of the shares equates to the monetary value of the awards at grant date
and includes the value of expected dividends that will accrue to the beneficiaries.
Awards will be settled from shares purchased in the open market.
| Executive Directors | Senior Managers | Total | |
| 2023 | No. | No. | No. |
Outstanding as at 1 January | 1,654,960 | 4,682,442 | 6,337,402 |
Granted | 629,692 | 5,060,756 | 5,690,448 |
Forfeited | – | (182,979) | (182,979) |
Settled | (710,706) | (2,031,766) | (2,742,472) |
Outstanding as at 31 December | 1,573,946 | 7,528,453 | 9,102,399 |
| Executive Directors | Senior Managers | Total | |
| 2022 | No. | No. | No. |
Outstanding as at 1 January | 1,180,363 | 5,056,460 | 6,236,823 |
Granted | 630,005 | 1,913,555 | 2,543,560 |
Forfeited | – | (408,051) | (408,051) |
Settled | (155,408) | (1,879,522) | (2,034,930) |
Outstanding as at 31 December | 1,654,960 | 4,682,442 | 6,337,402 |
At the year end closing share price of 195.3p the estimated total number of deferred shares for the 2023 bonus year was 6,691,261.
Long Term Incentive Plan
The Long Term Incentive Plan (‘LTIP’) was for Executive Directors and other senior employees. Awards are no longer being granted under
this Plan. Awards made to Executive Directors were up to a maximum of 2.5x base salary. Awards made to senior employees were based on
the recommendation of the Chief Executive Officer, approved by the Remuneration Committee, and were up to a maximum of 2x base
salary. Awards are subject to agreed performance conditions applicable to each grant.
| 2023 | 2022 | |
| No. | No. | |
Outstanding as at 1 January | 6,124,972 | 7,929,908 |
Forfeited | (3,217,397) | (1,804,936) |
Outstanding as at 31 December | 2,907,575 | 6,124,972 |
At the end of each performance period, the number of shares vesting will be determined based on the application of the relevant
performance conditions and, where applicable, will be subject to a two-year holding period. During the holding period, the shares cannot
be sold (other than to cover the cost of any applicable taxes) and will be eligible for dividend equivalence.
Awards may be settled through the issue of new shares, release of treasury shares or using shares purchased in the market.
Restricted Share Plan
The Restricted Share Plan (‘RSP’) is for Executive Directors and other senior employees. Awards made to Executive Directors are up to a
maximum of 1.25x base salary. Awards made to senior employees are based on the recommendation of the Chief Executive Officer and
subject to approval by the Remuneration Committee. All awards are subject to agreed performance conditions applicable to each grant.
| 2023 | 2022 | |
| No. | No. | |
Outstanding as at 1 January | 3,400,957 | – |
Granted | 1,713,786 | 3,400,957 |
Outstanding as at 31 December | 5,114,743 | 3,400,957 |
In 2023, shares to a maximum of 1,201,252 (2022: 1,688,467) were awarded to the Executive Directors. These awards are subject to
performance conditions measured over a three-year period the details of which are set out in the Report of the Remuneration Committee
on page 125. Separate awards amounting to 512,534 (2022: 1,712,490) shares were made to senior employees which are subject to the
completion of performance conditions and the fulfilment of other conduct requirements, vesting three years from the date of grant.
Under the Scheme Rules awards may be settled through the issue of new shares, release of treasury shares or using shares purchased
in the market.
TP ICAP GROUP PLC Annual Report and Accounts 2023188
33. Share-based awards continued
Special Equity Award Plan
The Special Equity Award Plan (‘SEAP’) is for eligible employees. The Executive Directors are not eligible for awards under this plan.
Awards are made to eligible employees based on the recommendation of the Chief Executive Officer and subject to approval by the
Remuneration Committee. Awards are subject to the completion of service conditions and the fulfilment of other conduct requirements
and vest three years from the date of grant. The fair value of the shares equates to the monetary value of the awards at grant date and
includes the value of expected dividends that will accrue to the beneficiaries.
| 2023 | 2022 | |
| No. | No. | |
Outstanding as at 1 January | 7,446,203 | 2,251,932 |
Granted | 1,207,008 | 6,268,163 |
Forfeited | (205,133) | (649,134) |
Settled | (881,683) | (424,758) |
Outstanding as at 31 December | 7,566,395 | 7,446,203 |
Awards will be settled from shares purchased in the open market.
Save As You Earn share option plan
The Group has three Save As You Earn (‘SAYE’) share option plans in operation as at 31 December 2023. Eligible employees can save up
to £500 per month with the option to use the savings to acquire shares. Options are exercisable within six months following the third
anniversary of the commencement of a three-year savings contract, or in the case of redundancy, injury, disability or retirement, a reduced
number of options are exercisable within six months of ceasing employment.
The exercise price of the award granted in 2023 was 169.3p and was set at a 20% discount to the market value immediately preceding the
date of invitation. The exercise price of the awards granted in 2022 was 119.97p and for 2021 was 192.94p and were set at a 20% discount
to the market value immediately preceding the date of invitation.
The fair values of share options are calculated using a Black-Scholes model. The 2023 grant has a 45.0p fair value, based on the share price
at the date of the grant of 169.3p, estimated volatility of 39%, estimated dividend yield of 5.51% and a risk free rate of 3.70%.
| WAEP¹ | ||
2023 | No. of options | £ |
Outstanding as at 1 January | 7,803,650 | 1.2752 |
Granted | 1,360,340 | 1.6930 |
Forfeited | (291,456) | 1.3729 |
Cancelled | (1,196,085) | 1.3980 |
Expired | (54,625) | 1.2495 |
Exercised | (73,185) | 1.1997 |
Outstanding as at 31 December | 7,548,639 | 1.3282 |
Exercisable options as at 31 December | 93,672 | 1.3450 |
| WAEP¹ | ||
2022 | No. of options | £ |
Outstanding as at 1 January | 5,425,567 | 1.9294 |
Granted | 7,673,726 | 1.1997 |
Forfeited | (187,356) | 1.7120 |
Cancelled | (5,091,497) | 1.8403 |
Expired | (16,790) | 1.9294 |
Outstanding as at 31 December | 7,803,650 | 1.2752 |
1 Weighted average exercise price.
Under the Scheme Rules awards may be settled through the issue of new shares, release of treasury shares or using shares purchased
in the market.
TP ICAP GROUP PLC Annual Report and Accounts 2023189
Financial statements
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2023
33. Share-based awards continued
Global Equity Linked Plan
The Global Equity Linked Plan is for eligible brokers. Under this Plan, eligible brokers with performance bonuses and initial contract
payments in excess of agreed financial values receive a proportion of their payment in deferred shares. The deferred shares will be settled
in cash by reference to the TP ICAP Group plc share price at vesting and are subject to the completion of service conditions of between
three to five years, and the fulfilment of other conduct requirements. The fair value of the shares equates to the monetary value of the
awards at grant date and includes the value of dividends that will accrue to the beneficiaries.
| 2023 | 2022 | |
| No. | No. | |
Outstanding at the beginning of the year | 8,567,641 | 2,595,853 |
Granted during the year | 9,378,457 | 6,905,424 |
Forfeited during the year | (95,227) | (2,617) |
Settled during the year | (2,363,295) | (931,019) |
Outstanding at the end of the year | 15, 4 8 7, 576 | 8,567,641 |
Under the Scheme Rules awards are cash settled on vesting.
Share-based payment expense
| 2023 | 2022 | |
| £m | £m | |
Charge arising from the Deferred Bonus Plan | 8 | 5 |
Charge arising from the Long Term Incentive Plan | 1 | 1 |
Charge arising from the Special Equity Award Plan | 4 | 3 |
Charge arising from the Restricted Share Plan | 3 | 1 |
Charge arising from the SAYE Plan | 1 | 3 |
Total for equity settled awards | 17 | 13 |
Charge arising from the Global Equity Linked Plan | 17 | 7 |
34 | 20 |
34. Acquisitions
Analysis of deferred consideration in respect of acquisitions
Certain acquisitions made by the Group are satisfied in part by deferred consideration, comprising contingent and non-contingent
amounts, depending on the terms of each acquisition. The amount of contingent consideration payable is dependent upon the
performance of each acquisition relative to the performance conditions applicable to that acquisition. The Group has re-estimated the
amounts due where necessary, with any corresponding adjustments being made to profit or loss. The actual outcome may differ from
these estimates. As at 31 December 2023 the relevant performance outcomes were known and there is no estimation uncertainty.
| 2023 | 2022 | |
| £m | £m | |
At 1 January | 56 | 58 |
Adjustments to deferred consideration charged to administrative expenses | (3) | 8 |
Adjustments to deferred consideration charged to finance costs | (1) | – |
Cash-settled | (1) | (10) |
At 31 December | 51 | 56 |
Amounts falling due within one year | 51 | 1 |
Amounts falling due after one year | – | 55 |
At 31 December | 51 | 56 |
TP ICAP GROUP PLC Annual Report and Accounts 2023190
35. Reconciliation of operating result to net cash flow from operating activities
| 2023 | 2022 | |
| £m | £m | |
Earnings before interest and tax | 128 | 163 |
| Adjustments for: | ||
– Share-based payment charge | 17 | 13 |
– Pension scheme administration costs¹ | – | 1 |
– Pension scheme past service and settlement costs | – | 1 |
– Depreciation of property, plant and equipment | 22 | 23 |
– Gain on disposal of property, plant and equipment | – | (3) |
– Impairment of property, plant and equipment | 5 | 5 |
– Gain on derecognition of right-of-use asset/lease liability | – | (3) |
– Depreciation of right-of-use assets | 23 | 26 |
– Impairment of right-of-use assets | 6 | 4 |
– Amortisation of intangible assets | 28 | 33 |
– Amortisation of intangible assets arising on consolidation | 44 | 45 |
– Impairment of intangible assets arising on consolidation | 39 | 20 |
– Impairment of goodwill | 47 | – |
– Remeasurement of deferred consideration | (3) | 8 |
– Unrealised foreign exchange (gain)/loss on Vendor Loan Notes | (2) | 5 |
Net operating cash flow before movement in working capital | 354 | 341 |
Decrease/(increase) in trade and other receivables | 69 | (24) |
(Increase)/decrease in net Matched Principal related balances¹ | (20) | 27 |
Increase in net balances with Clearing Organisations | – | (1) |
(Increase)/decrease in net stock lending balances | (4) | 12 |
Increase in trade and other payables | 33 | 76 |
Increase/(decrease) in provisions | 6 | (4) |
Increase in non-current liabilities | – | 3 |
Net cash generated from operations | 438 | 430 |
Income taxes paid | (89) | (51) |
Income taxes paid on receipt of pension scheme surplus | (16) | – |
Fees paid on bank and other loan facilities | (1) | (2) |
Interest paid | (46) | (36) |
Interest paid – finance leases | (16) | (17) |
Net cash flow from operating activities | 270 | 324 |
1 Included within Other administrative costs (Note 5).
TP ICAP GROUP PLC Annual Report and Accounts 2023191
Financial statements
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2023
| Exchange | |||||
| At | Non-cash | rate | At | ||
| 1 January | Cash flow | items | movements | 31 December | |
| £m | £m | £m | £m | £m | |
| 2023 | |||||
Cash and cash equivalents | 888 | 181 | – | (40) | 1,029 |
Overdrafts | – | (10) | – | – | (10) |
888 | 171 | – | (40) | 1,019 | |
Financial investments | 1 74 | 19 | – | (4) | 189 |
Sterling Notes January 2024 | (253) | 220¹ | (4) | – | (37) |
Sterling Notes May 2026 | (250) | 13² | (13) | – | (250) |
Sterling Notes November 2028 | (248) | 7² | (8) | – | (249) |
Sterling Notes April 2030 | – | (237)³ | (14) | – | (251) |
Liquidnet Vendor Loan Notes | (43) | 1² | – | 2 | (40) |
Total debt excluding lease liabilities | (794) | 4 | (39) | 2 | (827) |
Lease liabilities | (279) | 45⁴ | (27) | 10 | (251) |
Total financing liabilities | (1,073) | 49 | (66) | 12 | (1,078) |
Net (debt)/funds | (11) | 239 | (66) | (32) | 130 |
| Exchange | |||||
| At | Non-cash | rate | At | ||
| 1 January | Cash flow | items | movements | 31 December | |
| £m | £m | £m | £m | £m | |
| 2022 | |||||
Cash and cash equivalents | 784 | 66 | – | 38 | 888 |
Overdrafts | (17) | 17 | – | – | – |
767 | 83 | – | 38 | 888 | |
Financial investments | 115 | 50 | – | 9 | 174 |
Bank loan due within one year | – | – | – | – | – |
Loans from related parties | (51) | 47⁵ | – | 4 | – |
Sterling Notes January 2024 | (252) | 13² | (14) | – | (253) |
Sterling Notes May 2026 | (250) | 13² | (13) | – | (250) |
Sterling Notes November 2028 | (248) | 7² | (7) | – | (248) |
Liquidnet Vendor Loan Notes | (38) | 1² | (1) | (5) | (43) |
Total debt excluding lease liabilities | (839) | 81 | (35) | (1) | (794) |
Lease liabilities | (286) | 46⁴ | (18) | (21) | (279) |
Total financing liabilities | (1,125) | 127 | (53) | (22) | (1,073) |
Net debt | (243) | 260 | (53) | 25 | (11) |
TP ICAP GROUP PLC Annual Report and Accounts 2023192
TP ICAP GROUP PLC Annual Report and Accounts 2023193
Financial statements
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2023
37. Contingent liabilities continued
TP ICAP GROUP PLC Annual Report and Accounts 2023194
37. Contingent liabilities continued
TP ICAP GROUP PLC Annual Report and Accounts 2023195
Financial statements
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2023
38. Retirement benefits
| 2023 | 2022 | |
| Balance sheet | £m | £m |
Overseas schemes – retirement benefit assets | 3 | 1 |
Overseas schemes – retirement benefit obligations | (4) | (3) |
| 2023 | 2022 | |
| Other comprehensive income | £m | £m |
UK Scheme | 46 | 1 |
Overseas schemes | – | (1) |
| 2023 | 2022 | |
| £m | £m | |
Fair value of Scheme assets | – | 45 |
Present value of Scheme liabilities | – | – |
Defined benefit scheme surplus – UK | – | 45 |
| Impact of asset ceiling on UK scheme surplus: | ||
At 1 January | (45) | (46) |
Offset against deemed interest income in the Income Statement | (1) | (1) |
Credit to Other Comprehensive Income (application of asset ceiling – see below) | 46 | 2 |
At 31 December | – | (45) |
Recognised in the Consolidated Balance Sheet | – | – |
Application of asset ceiling of defined benefit pension schemes | 46 | 1 |
Remeasurement of the defined benefit pension scheme | – | – |
Recognised in Other Comprehensive Income | 46 | 1 |
TP ICAP GROUP PLC Annual Report and Accounts 2023196
38. Retirement benefits continued
(b) UK defined benefit scheme continued
| 2023 | 2022 | |
| £m | £m | |
Deemed interest arising on the defined benefit pension scheme surplus | 1 | 1 |
Impact of asset ceiling on UK scheme surplus | (1) | (1) |
Recognised in the Consolidated Income Statement | – | – |
Past service and settlement costs | – | (1) |
Scheme administrative costs | – | (1) |
– | (2) |
| 2023 | 2022 | |
| £m | £m | |
Return on Scheme assets (excluding deemed interest income) – Trustee administered funds | – | 1 |
Return on Scheme assets (excluding deemed interest income) – revaluation of insurance policies | – | (1) |
Remeasurement of the defined benefit pension scheme | – | – |
| 2023 | 2022 | |
| £m | £m | |
At 1 January | – | (211) |
Deemed interest cost | – | (3) |
Liabilities derecognised on buy-out | – | 209 |
Benefits paid/transfers | – | 5 |
At 31 December | – | – |
| 2023 | 2022 | |
| £m | £m | |
At 1 January | 45 | 257 |
Deemed interest income | 1 | 4 |
Assets derecognised on buy-out | – | (209) |
Return on Scheme assets (excluding deemed interest income) – Trustee administered funds | – | 1 |
Return on Scheme assets (excluding deemed interest income) – revaluation of insurance policies | – | (1) |
Benefits paid/transfers | – | (5) |
Past service and settlements costs | – | (1) |
Scheme’s administrative costs | – | (1) |
Repayment of Scheme surplus | (46) | – |
At 31 December | – | 45 |
| 2023 | 2022 | |
| £m | £m | |
Cash and cash equivalents | – | 45 |
TP ICAP GROUP PLC Annual Report and Accounts 2023197
Financial statements
| Amounts owed by | Amounts owed to | |||
| related parties | related parties | |||
| 2023 | 2022 | 2023 | 2022 | |
| £m | £m | £m | £m | |
Associates | 4 | 4 | – | – |
Joint ventures | – | – | (3) | (3) |
| 2023 | 2022 | |
| £m | £m | |
Short-term benefits | 6 | 5 |
Social security costs | 1 | 1 |
7 | 6 |
| Issued ordinary | ||
Country of incorporation and operation | Principal subsidiary undertakings | shares, all voting |
Australia | Tullett Prebon (Australia) Pty Ltd | 100% |
Brazil | ICAP do Brasil Corretora de Títulos e Valores Mobiliários Ltda | 100% |
Tullett Prebon Brasil Corretora de Valores e Cambio Ltda | 100% | |
England | ICAP Energy Limited | 100% |
ICAP Global Derivatives Limited | 100% | |
ICAP Information Services Limited | 100% | |
TP ICAP Broking Limited | 100% | |
TP ICAP Markets Limited | 100% | |
TP ICAP E&C Limited (formerly Tullett Prebon (Europe) Limited) | 100% | |
TP ICAP Group Services Limited | 100% | |
Liquidnet Europe Limited | 100% | |
France | TP ICAP (Europe) S.A. | 100% |
Guernsey (operating in England) | Tullett Prebon Information Limited | 100% |
Hong Kong | Tullett Prebon (Hong Kong) Limited | 100% |
Liquidnet Asia Limited | 100% | |
Japan | Tullett Prebon (Japan) Limited | 80% |
Singapore | ICAP (Singapore) Pte Limited | 100% |
TP ICAP Management Services (Singapore) Pte. Ltd. | 100% | |
Tullett Prebon (Singapore) Limited | 100% | |
United States | TP ICAP Global Markets Americas LLC (formerly ICAP Corporates LLC) | 100% |
ICAP Energy LLC | 100% | |
ICAP Information Services Inc. | 100% | |
Tullett Prebon Information Inc | 100% | |
Liquidnet Holdings Inc. | 100% | |
Liquidnet Inc. | 100% |
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2023
TP ICAP GROUP PLC Annual Report and Accounts 2023198
TP ICAP Group plc Shareholder Information
Financial calendar
TP ICAP Group plc Preliminary Results 12 March 2024
Ex-dividend date for final dividend 11 April 2024
Record date for final dividend 12 April 2024
Final date for Dividend Reinvestment Plan election 2 May 2024
Annual General Meeting (‘AGM’) Wednesday 15 May 2024 at 2.15pm BST
Final dividend payment date (if dividend approved at AGM) 24 May 2024
Dividends
A final dividend of 10.0p per ordinary share will be recommended to shareholders at the 2024 AGM.
Dividend mandate
Dividend payments are only made electronically. You will need to provide bank account details in order that payment can be made to you.
UK shareholders: You can register your bank account details for the payment of dividends via the Signal Shares shareholder portal
https://www.signalshares.com or by contacting Link Group.
Non-UK shareholders: If you are resident outside the UK you may be able to have dividends in excess of £10 paid into your bank account
directly via the Link Group international payments service. Details and terms and conditions may be viewed at https://ww2.linkgroup.eu/ips.
If your jurisdiction is not covered by the international payments service please contact Link Group to discuss the payment options available.
The Company has in place a facility for payments to be made via CREST.
Dividend Reinvestment Plan (‘DRIP’)
The Company offers a DRIP, where your dividend can be reinvested in further TP ICAP Group plc shares through a specially arranged share
dealing service. For further information contact Link Group whose contact details are set out below.
Shareholder information on the internet
The Company maintains an investor relations page on its website, www.tpicap.com, which allows access to both current and historic share
price information, Directors’ biographies, copies of Company reports, selected press releases and other useful investor information.
Signal Shares shareholder portal
The Signal Shares shareholder portal, https://www.signalshares.com, is an online service, provided by Link Group, enabling you to quickly
and easily access and maintain your shareholding online – reducing the need for paperwork and providing 24-hour access to your
shareholding details. Through the shareholder portal you can:
> View your holding balance and movements, and get an indicative valuation;
> View your dividend payments and provide bank mandate instructions so that dividends can be paid directly to your bank account;
> Update your address;
> Cast your proxy vote on resolutions put to the Annual General Meeting;
> Elect to receive shareholder communications electronically; and
> Access a wide range of shareholder information and services including the ability to download shareholder forms.
Registrar
Link Group act as the Company’s registrars. As such administrative queries regarding your shareholding (including notifying a change of
name or address, queries regarding dividend payments and the DRIP scheme, etc) are best directed to Link Group who can be contacted at:
Link Group
Central Square
29 Wellington Street
Leeds
LS1 4DL
United Kingdom
Email: shareholderenquiries@linkgroup.co.uk
Telephone: 0371 664 0300¹
1 Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable International rate.
Lines are open 9.00am – 5.30pm, Monday to Friday excluding public holidays in England and Wales.
Many of our shareholders find that the easiest way to manage their shareholdings is online, using the free, simple and secure
service provided by the Company’s registrar, Link Group. To access and maintain your shareholding online, please register at
www.signalshares.com.
TP ICAP GROUP PLC Annual Report and Accounts 2023199
Additional information
Shareholder security
TP ICAP encourages all shareholders to be wary of any unsolicited advice, offers to buy shares at a discount or offers of free company
annual reports. If you receive any unsolicited investment advice, whether over the telephone, through the post or by email, you should;
> Make sure you note the name of the organisation and, if possible, the name of the individual contacting you.
> Check they are properly authorised by the FCA by visiting https://register.fca.org.uk/ and
www.fca.org.uk/consumers/report-scam-unauthorised-firm.
Any details of share dealing facilities that TP ICAP endorses will be included in the Company’s mailings.
Auditor
Deloitte LLP
Chartered Accountants and Statutory Auditor
1 New Street Square
London EC4A 3HQ
United Kingdom
www.deloitte.com
Registered office
TP ICAP Group plc
22 Grenville Street
St Helier
Jersey
JE4 8PX
Telephone: +44 (0)1534 676720
Website: www.tpicap.com
TP ICAP Group plc is a company registered in Jersey with registered number 130617.
TP ICAP Group plc Shareholder Information
continued
TP ICAP GROUP PLC Annual Report and Accounts 2023200
Details of the Group’s subsidiaries, which have been consolidated into the Group’s results, and details of investments in associates are
provided below. Unless otherwise stated, the undertakings below are wholly owned and the Group interest represents both the percentage
held and voting rights, which are indirectly held by the Company.
Company name
Country of
incorporation Interest Registered office address
ICAP Brokers Pty Limited Australia Level 27, 9 Castlereagh Street, Sydney, New South Wales, 2000,
Australia
ICAP Futures (Australia) Pty Ltd Australia Level 27, 9 Castlereagh Street, Sydney, New South Wales, 2000,
Australia
Liquidnet Australia Pty Ltd Australia Suite 2, Level 29, 9 Castlereagh Street, Sydney NSW 2000 Australia
TP ICAP Management Services
(Australia) Pty Limited
Australia Level 27, 9 Castlereagh Street, Sydney, New South Wales, 2000,
Australia
Tullett Prebon (Australia) Pty Limited Australia Level 29, 9 Castlereagh Street, Sydney, New South Wales, 2000,
Australia
PVM Data Services GmbH Austria Euro Plaza – Building G, Am Euro Platz 2, 1120 Vienna, Austria
ICAP (Middle East) W.L.L. Bahrain 49% PO Box 5488, 43rd Floor, 4301, West Tower, Bahrain Financial
Harbour, Bahrain
Tullett Liberty (Bahrain) Co. W.L.L. Bahrain 82.70% PO Box 20526, Flat No.11, Building 104, 383 Road 2831, Manama 316,
Bahrain
Liquidnet Bermuda Limited Bermuda Park Place, 55 Par-la-Ville Road, Hamilton HM11, Bermuda
PVM Oil Associates Ltd Bermuda Coson Corporate Services Limited, Cedar House, 3rd Floor, 41 Cedar
Avenue, Hamilton HM12, Bermuda
ICAP do Brasil Corretora de Títulos e
Valores Mobiliários Ltda
Brazil Avenida das Américas, 3.500, Ed. Londres, 2º andar, Barra da Tijuca,
Rio de Janeiro-RJ, CEP 22640-102, Brazil
Tullett Prebon Brasil Corretora de
Valores e Câmbio Ltda.
Brazil Rua São Tomé, 86, 21º andar, Vila Olímpia, São Paulo-SP, CEP
04551-030, Brazil
Tullett Prebon Holdings Do Brasil
Ltda.
Brazil Rua São Tomé, 86, 21º andar, Vila Olímpia, São Paulo-SP, CEP
04551-030, Brazil
Catrex Limited British Virgin
Islands
Vistra Corporate Services Centre, Wickhams Cay II, Road Town,
Tortola, VG1110, British Virgin Islands
LCM D Limited British Virgin
Islands
Citco B.V.I Limited, Fleming House, Wickhams Cay, PO Box 662, Road
Town, Tortola, British Virgin Islands
Liquidnet Canada Inc. Canada 79 Wellington Street West, TD South Tower, 24th Floor, Toronto,
Ontario, M5K 1K7, Canada
Tullett Prebon Canada Limited Canada 1 Toronto Street, Suite 308, PO Box 20, Toronto, Ontario, M5C 2V6,
Canada
SIF ICAP Chile Holdings Ltda Chile 50% Magdalena 181 Piso 14 Las Condes, Santiago, Chile 7550055
SIF ICAP Chile SpA Chile 40% Magdalena 181 Piso 14 Las Condes, Santiago, Chile 7550055
Enmore Commodity Brokers
(Shanghai) Co. Ltd.
China 49% Room 720, Building 3, No. 999 Jinzhong Road, Changning District,
Shanghai, China
ICAP Shipping (Shanghai) Co,. Ltd. China Room 4169, 4th Floor, No. 4 Building, No.173 Handan Road, Hongkou
District, Shanghai, China
Tullett Prebon SITICO (China) Limited China 33% Room 1001, DBS Tower, No.1318, Lujiazui Ring Road, Shanghai,
200120, China
ICAP Colombia Holdings S.A.S. Colombia 94.24% Km 33 Via Sopo Aposentos C-64 Municipio Sopó, Cundinamarca,
Colombia
SET-ICAP FX S.A. Colombia 47.94% Carrera 11 No. 93-46 – Oficina 403, Bogotá, Colombia
SET-ICAP Securities S.A. Colombia 47.41% Carrera 11 No. 93-46 – Oficina 403, Bogotá, Colombia
Vega-Chi Financial Technologies
Limited
Cyprus 35, Le Corbusier, North side, 1st Floor, 3075 Limassol, Cyprus
ICAP del Ecuador S.A. Ecuador Eloy Alfaro 2515 y Catalina Aldáz, N34-189, Quito, Ecuador
TP ICAP (Europe) SA France 42, rue Washington, 75008 Paris, France
Astley & Pearce Deutschland GmbH Germany Stephanstrasse 14-16, 60313 Frankfurt am Main, Germany
ICAP Ltd. & Co. oHG Germany Stephanstrasse 14-16, 60313 Frankfurt am Main, Germany
Intermoney AP & Co. Geld-und
Eurodepotmakler OHG
Germany 74.67% Stephanstrasse 3, 60313 Frankfurt am Main, Germany
Tullett Prebon Information Limited Guernsey,
Operating in UK
Third floor, Cambridge House, Le Truchot, St Peter Port, GY1 1WD,
Guernsey
ICAP (Hong Kong) Limited Hong Kong 20/F, One Hennessy, No. 1 Hennessy Road, Wan Chai, Hong Kong
Group undertakings
TP ICAP GROUP PLC Annual Report and Accounts 2023201
Additional information
Company name
Country of
incorporation Interest Registered office address
ICAP Securities Hong Kong Limited Hong Kong 20/F, One Hennessy, No. 1 Hennessy Road, Wan Chai, Hong Kong
Liquidnet Asia Limited Hong Kong Suite 2501, 25/F One Hennessy, 1 Hennessy Road, Wan Chai, Hong
Kong, HK, Hong Kong
TP ICAP Management Services (Hong
Kong) Limited
Hong Kong 21/F, One Hennessy, No. 1 Hennessy Road, Wan Chai, Hong Kong
Tullett Prebon (Hong Kong) Limited Hong Kong 21/F, One Hennessy, No. 1 Hennessy Road, Wan Chai, Hong Kong
ICAP IL India Private Limited India 40% Office No. 6, 3rd Floor, C Wing, Laxmi Towers, Bandra Kurla Complex,
Bandra (E), Mumbai, 400051, Maharashtra, India
P.T. Inti Tullett Prebon Indonesia Indonesia 57.52% Menara Dea, Tower II, 3rd Floor, Suite 301, Mega Kuningan area, Jalan
Mega Kuningan Barat Kav. E4.3 No. 1-2, Jakarta 12950, Indonesia
Liquidnet EU Limited Ireland EY Law Ireland, Block 1, Harcourt Centre, Harcourt Street, Dublin 2,
D02 YA40, Ireland
Louis Capital Markets Israel Limited Israel 45 Rothschild Boulevard, 6578403 Tel-Aviv, Israel
Central Totan Securities Co. Ltd Japan 20% 4-4-10, Nihonbashi Muromachi, Chuo-ku, Tokyo 103-0022 Japan
ICAP Energy (Japan) Limited Japan Akasaka Tameike Tower 4th Floor, 2-17-7 Akasaka Minato-ku, Tokyo
107-0052, Japan
Liquidnet Japan, Inc. Japan Akasaka Tameike Tower 4th Floor, 2-17-7 Akasaka Minato-ku, Tokyo
107-0052, Japan
Totan ICAP Co., Ltd. Japan 40% 7th Floor, Totan Muromachi Building, 4-4-10 Nihonbashi Muromachi,
Chuo-ku, Tokyo, 103-0022, Japan
TP ICAP (Japan) Co., Ltd. (in
liquidation)
Japan Akasaka Tameike Tower 4th Floor, 2-17-7 Akasaka Minato-ku, Tokyo
107-0052, Japan
Tullett Prebon (Japan) Limited Japan 80% Akasaka Tameike Tower 4th Floor, 2-17-7 Akasaka Minato-ku, Tokyo
107-0052, Japan
Tullett Prebon Energy (Japan) Limited Japan Akasaka Tameike Tower 4th Floor, 2-17-7 Akasaka Minato-ku, Tokyo
107-0052, Japan
Tullett Prebon ETP (Japan) Ltd Japan 80% Akasaka Tameike Tower 4th Floor, 2-17-7 Akasaka Minato-ku, Tokyo
107-0052, Japan
TP ICAP Holdings Ltd * Jersey 22 Grenville Street, St Helier, Jersey, JE4 8PX, Channel Islands
Tullett Prebon Money Brokerage
(Korea) Limited
Korea, Republic
of
6th Floor, Douzone Eulji Tower, 29 Eulji-ro, Jung-gu, Seoul, Korea
ICAP (Malaysia) Sdn. Bhd Malaysia 58.30% 802, 8th Floor, Block C, Kelana Square, 17 Jalan SS7/26, 47301
Petaling Jaya, Selangor Darul Ehsan, Malaysia
ICAP Bio Organic S. de RL de CV Mexico 50% Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500 D F
Mexico, Mexico
Plataforma Mexicana de Carbono S.
de R.L. de C.V.
Mexico 50% Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500 D F
Mexico, Mexico
SIF Agro S.A. De C.V. Mexico 50% Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500 D F
Mexico, Mexico
SIF ICAP Derivados, S.A. DE C.V. Mexico 50% Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500 D F
Mexico, Mexico
SIF ICAP Servicios, S.A. de C.V. Mexico 50% Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500 D F
Mexico, Mexico
SIF ICAP, S.A. de C.V. Mexico 50% Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500 D F
Mexico, Mexico
ICAP Holdings (Nederland) B.V. Netherlands Coengebouw – Suite 8.02, Kabelweg 37, Amsterdam, 1014 BA,
Netherlands
ICAP Latin American Holdings B.V. Netherlands Coengebouw – Suite 8.02, Kabelweg 37, Amsterdam, 1014 BA,
Netherlands
iSwap Euro B.V. Netherlands 50.10% Vijzelstraat 68, office 109, 1017HL Amsterdam, the Netherlands
Prebon Holdings B.V. Netherlands Coengebouw – Suite 8.02, Kabelweg 37, Amsterdam, 1014 BA,
Netherlands
ICAP New Zealand Limited New Zealand Level 12, 36 Customhouse Quay, Wellington, 6000, New Zealand
ICAP African Brokers Limited Nigeria 66.30% Plot 1679, 4th Floor, African Re-Insurance Building, Karimu Kotun
Street, Victoria Island, Lagos State, Nigeria
ICAP Energy AS Norway Fantoftvegen 2, Bergen, 5072 Bergen, Norway
Group undertakings
continued
TP ICAP GROUP PLC Annual Report and Accounts 2023202
Company name
Country of
incorporation Interest Registered office address
Tullett Prebon Americas Corp.,
Toronto Branch
Operating in
Canada
1 Toronto Street, Suite 301, PO Box 20, Toronto, Ontario, M5C 2V6,
Canada
Prebon Yamane International Limited,
Shanghai Representative Office
Operating in
China
Room 302, DBS Tower, No.1318, Lujiazui Ring Road, Shanghai,
200120, China
ICAP Scandinavia, filial af TP ICAP
(Europe) SA, Frankrig
Operating in
Denmark
Rentemestervej 14, Copenhagen NV, DK-2400, Denmark
TP ICAP (Europe) S.A., Frankfurt
Branch
Operating in
Germany
Mainzer Landstrasse 1, Frankfurt, 60329, Germany
tpSEF Inc., Tokyo Branch Operating in
Japan
Akasaka Tameike Tower 4th Floor, 2-17-7 Akasaka Minato-ku, Tokyo
107-0052, Japan
TP ICAP (Europe) S.A., Norway Branch Operating in
Norway
Fantoftvegen 2, Bergen, 5072 Bergen, Norway
ICAP Management Services Limited,
Philippine Branch
Operating in
Philippines
14th Floor, A.T. Yuchengco Centre, 26th and 25th Sts., Bonifacio South,
Bonifacio Global City, Fort Bonifacio, Taguig City, 1634, Philippines
ICAP Energy AS, Spain Branch Operating in
Spain
Avenida de la vega 1 Edificio Veganova 2 Planta 5 Oficina Este 28108
Madrid
TP ICAP (Europe) S.A., Madrid Branch Operating in
Spain
Paseo de la Castellana, 95 Torre Europa Pl 10B, 28046 Madrid, Spain
Tullett Prebon (Europe) Limited,
Spanish Branch
Operating in
Spain
Paseo de la Castellana, 95 Torre Europa Pl 10B, 28046 Madrid, Spain
TP ICAP Broking Limited, Geneva
Branch
Operating in
Switzerland
Quai de I’lle 13, Level 3, Geneva, CH-1204, Switzerland
ICAP Energy AS, Netherlands Branch Operating in
The Netherlands
Vijzelstraat 68, office 109, 1017HL Amsterdam, the Netherlands
TP ICAP (Europe) S.A., Netherlands
Branch
Operating in
The Netherlands
Vijzelstraat 68, office 109, 1017HL Amsterdam, the Netherlands
iSwap Euro B.V., UK Branch Operating in UK 50.10% 135 Bishopsgate, London, EC2M 3TP, England
PVM Oil Associates Ltd, UK Branch Operating in UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP (Europe) S.A., UK Branch Operating in UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Global Markets Americas
LLC, UK Branch
Operating in UK 135 Bishopsgate, London, EC2M 3TP, England
Datos Técnicos, S.A. Peru 50% Pasaje Acuña 106 – Lima, Peru
ICAP Philippines Inc. (In liquidation) Philippines 99.90% 14th Floor, A.T. Yuchengco Centre, 26th and 25th Sts., Bonifacio South,
Bonifacio Global City, Fort Bonifacio, Taguig City, 1634, Philippines
Tullett Prebon (Philippines) Inc. Philippines 51% 14th Floor, A.T. Yuchengco Centre, 26th and 25th Sts., Bonifacio South,
Bonifacio Global City, Fort Bonifacio, Taguig City, 1634, Philippines
ICAP (Singapore) Pte. Ltd. Singapore 50 Raffles Place, #41-00, Singapore Land Tower, 048623, Singapore
ICAP Energy (Singapore) Pte Ltd Singapore 50 Raffles Place, #41-00, Singapore Land Tower, 048623, Singapore
Liquidnet Singapore Pte. Ltd. Singapore 50 Raffles Place, #41-00, Singapore Land Tower, 048623, Singapore
Noranda Investments Pte Ltd Singapore 50 Raffles Place, #41-00, Singapore Land Tower, 048623, Singapore
PVM (Singapore) Pte. Ltd. Singapore 50 Raffles Place, #41-00, Singapore Land Tower, 048623, Singapore
TP ICAP Holdings (Singapore) Pte. Ltd
(in liquidation)
Singapore 1 Raffles Place #04-61, One Raffles Place, Singapore, 048616,
Singapore
TP ICAP Management Services
(Singapore) Pte. Ltd
Singapore 50 Raffles Place, #41-00, Singapore Land Tower, 048623, Singapore
Tullett Prebon (Singapore) Limited Singapore 50 Raffles Place, #39-00, Singapore Land Tower, 048623, Singapore
Tullett Prebon Energy (Singapore)
Pte. Ltd.
Singapore 50 Raffles Place, #41-00, Singapore Land Tower, 048623, Singapore
Garban South Africa (Pty) Limited South Africa 66.30% 19 Impala Road, Block A GF, Chislehurston, Sandton, 2196,
South Africa
ICAP Broking Services South Africa
(Pty) Ltd
South Africa 66.30% 19 Impala Road, Block A GF, Chislehurston, Sandton, 2196,
South Africa
ICAP Holdings South Africa (Pty)
Limited
South Africa 66.30% 19 Impala Road, Block A GF, Chislehurston, Sandton, 2196,
South Africa
ICAP Securities South Africa
(Proprietary) Limited
South Africa 66.30% 19 Impala Road, Block A GF, Chislehurston, Sandton, 2196,
South Africa
TP ICAP GROUP PLC Annual Report and Accounts 2023203
Additional information
Company name
Country of
incorporation Interest Registered office address
Tullett Prebon South Africa (Pty)
Limited
South Africa 19 Impala Road, Block A GF, Chislehurston, Sandton, 2196,
South Africa
Cosmorex AG, in Liquidation Switzerland C/o Afrag AG, Dufourstrasse 58, Zweigniederlassung in Zollikon, 8702
Zollikon, Switzerland
ICAP Securities Co., Ltd. Thailand No. 55 Wave Place Building, 13th Floor, Wireless Road, Khwaeng
Lumpini, Khet Patumwan, Bangkok, 10330, Thailand
ICAP-AP (Thailand) Co., Ltd. Thailand No. 55 Wave Place Building, 13th Floor, Wireless Road, Khwaeng
Lumpini, Khet Patumwan, Bangkok, 10330, Thailand
Nextgen Holding Co., Ltd. Thailand 99.96% No. 55 Wave Place Building, 13th Floor, Wireless Road, Khwaeng
Lumpini, Khet Patumwan, Bangkok, 10330, Thailand
Cleverpride Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Coex Partners Limited UK 10 Fleet Place, London, EC4M 7QS
Emsurge Limited UK 20% 1 Garrick Close, Hersham, Walton-On-Thames, United Kingdom,
KT12 5NY
Exco Bierbaum AP Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Exco Nominees Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Garban Group Holdings Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Garban International UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Energy Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Europe Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Global Broking Finance Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Global Derivatives Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Holdings (Asia Pacific) Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Holdings (UK) Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Holdings Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Information Services Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Management Services Limited UK 135 Bishopsgate, London, EC2M 3TP, England
iSwap Euro Limited UK 50.10% 135 Bishopsgate, London, EC2M 3TP, England
iSwap Limited UK 50.10% 135 Bishopsgate, London, EC2M 3TP, England
LCM Europe Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Liquidnet Europe Ltd UK 135 Bishopsgate, London, EC2M 3TP, England
Liquidnet Technologies Europe Ltd UK 135 Bishopsgate, London, EC2M 3TP, England
Louis Capital Markets UK LLP UK 135 Bishopsgate, London, EC2M 3TP, England
OTAS Technologies Holdings Ltd UK 135 Bishopsgate, London, EC2M 3TP, England
Patshare Limited UK 50% 135 Bishopsgate, London, EC2M 3TP, England
Prebon Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Prebon Yamane International Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Push Pull Technology UK 30.36% 43-45 Dorset Street, London, W1U 7NA
PVM Oil Futures Limited UK 135 Bishopsgate, London, EC2M 3TP, England
PVM Smart Learning Limited UK 50% 1 The Lockers, Bury Hill, Hemel Hempstead, England, HP1 1SR
The Link Asset and Securities
Company Limited
UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Asia Pacific Holdings Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Broking Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP E&C Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP EMEA Investments Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Finance plc* UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Group Services Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Latin America Holdings
Limited
UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Markets Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP MTF Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Tullett Prebon (Equities) Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Group undertakings
continued
TP ICAP GROUP PLC Annual Report and Accounts 2023204
Company name
Country of
incorporation Interest Registered office address
Tullett Prebon (No. 3) Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Tullett Prebon Administration Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Tullett Prebon Latin America Holdings
Limited
UK 135 Bishopsgate, London, EC2M 3TP, England
Tullett Prebon Pension Trustee Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP (Dubai) Limited United Arab
Emirates
Unit 107 & 108, Level 1, Gate Village Building 1, DIFC, PO Box 506787,
Dubai, United Arab Emirates
Atlas Physical Grains, LLC US 211 E. 7th Street, Suite 620, Austin, Texas, 78701-3218, United States
Coex Partners Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Exco Noonan Pension LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
First Brokers Securities LLC US 40% 1209 Orange Street, Wilmington, Delaware, 19801, United States
ICAP Energy LLC US 421 West Main Street, Frankfort, Kentucky, 40601, United States
ICAP Global Broking Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
ICAP Information Services Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
ICAP Media LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
ICAP Merger Company LLC US 80 State Street, Albany, New York, 12207, United States
ICAP North America Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
ICAP SEF (US) LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
ICAP Services North America LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
iSwap US Inc. US 50.10% 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Liquidnet Holdings, Inc. US 1209 Orange Street, Wilmington, Delaware, 19801, Kent County
Liquidnet, Inc. US 1209 Orange Street, Wilmington, Delaware, 19801, Kent County
Liquidnet, LLC US 1209 Orange Street, Wilmington, Delaware, 19801, Kent County
Louis Capital Markets LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
M.W. Marshall Inc. US 80 State Street, Albany, New York, 12207, United States
OTAS Technologies USA, LLC US 1209 Orange Street, Wilmington, Delaware, 19801, Kent County
Portend, LLC US 1209 Orange Street, Wilmington, Delaware, 19801, Kent County
Prattle Analytics, LLC US 1209 Orange Street, Wilmington, Delaware, 19801, Kent County
PVM Futures Inc. US Princeton South Corporate Center, Suite 160, 100 Charles Ewing Blvd,
Ewing, New Jersey, 08628, United States
PVM Oil Associates Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
PVM Petroleum Markets LLC US 211 E. 7th Street, Suite 620, Austin, Texas, 78701-3218, United States
Quiet Signal, Inc US 1209 Orange Street, Wilmington, Delaware, 19801, Kent County
Revelation Holdings, Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
SCS Energy Corp. US 80 State Street, Albany, New York, 12207, United States
TP ICAP Americas Holdings Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
TP ICAP Global Markets Americas LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
tpSEF Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Tullett Prebon Americas Corp. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Tullett Prebon Information Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Wrightson ICAP LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
* Directly held.
TP ICAP GROUP PLC Annual Report and Accounts 2023205
Additional information
Alternative performance measures (‘APMs’) are complementary to measures defined within International Financial Reporting Standards
(‘IFRS’) and are used by management to explain the Group’s business performance and financial position. They include common industry
metrics, as well as measures which management and the Board consider are useful to enhance the understanding of its performance and
allow meaningful comparisons between periods and Business Segments. The APMs reported are monitored consistently by the Group to
manage performance on a monthly basis.
APMs are defined below. Commentary and outlook based on these APMs considered important in measuring the delivery of the Group’s
strategic priorities that can be found on pages 34 to 45 of the Annual Report. Detailed reconciliations of APMs to their nearest IFRS Income
Statement equivalents and adjusted APMs can be found in this section, if not readily identifiable from the Annual Report.
The APMs the Group uses are:
Term Definition
Adjusted attributable
earnings
Earnings attributable to the equity holders of the parent less significant items and taxation on significant items.
Adjusted earnings Reported earnings less significant items and taxation on significant items. Used interchangeably with Adjusted
profit for the year or Adjusted post-tax earnings.
Adjusted earnings per
share
Adjusted earnings less earnings attributable to non-controlling interests, divided by the weighted number of shares
in issue.
Adjusted EBIT Earnings before net interest, tax significant items and share of equity accounted investments’ profit after tax. Used
interchangeably with adjusted operating profit.
Adjusted EBIT margin Adjusted EBIT margin is adjusted EBIT expressed as a percentage of reported revenue and is calculated by dividing
adjusted EBIT by reported revenue for the year.
Adjusted EBITDA Earnings before net interest, tax, depreciation, amortisation of intangible assets, significant items and share of
equity accounted investments’ profit after tax.
Adjusted performance Measure of performance excluding the impact of significant items.
Attributable Earnings Earnings attributable to the equity holders of the parent, being total earnings less earnings attributable to
non-controlling interests.
Cash conversion ratio Free cash flow divided by adjusted attributable earnings.
Constant Currency Comparison of current year results with the prior year will be impacted by movements in foreign exchange
rates versus GBP, the Group’s presentation currency. In order to present an additional comparison of underlying
performance in the period, the Group retranslates foreign denominated prior year results at current year
exchange rates.
Contribution Contribution represents revenue less the direct costs of generating that revenue. Contribution is calculated as the
sum of Broking contribution and Parameta Solutions contribution.
Contribution margin Contribution margin is contribution expressed as a percentage of reported revenue and is calculated by dividing
contribution by reported revenue.
Divisional
contribution
Represents Divisional revenues less Divisional front office costs, inclusive of the revenue and front office costs
internally generated between Global Broking, Energy & Commodities and Parameta Solutions.
Divisional
contribution margin
Divisional contribution margin is Divisional contribution expressed as a percentage of Divisional revenue and is
calculated by dividing Divisional contribution by Divisional revenue.
Earnings Used interchangeably with Profit for the year.
EBIT Earnings before net interest and tax.
EBIT margin EBIT margin is EBIT expressed as a percentage of reported revenue and is calculated by dividing EBIT by reported
revenue for the year.
EBITDA Earnings before net interest, tax, depreciation, amortisation of intangible assets and share of equity accounted
investments’ profit after tax.
Free cash flow Free cash flow reflects the cash and working capital efficiency of the Group’s operations, and aligns tax with
underlying items and interest received with the operations of the whole Group. Free cash flow is calculated
adjusting net cash flow from operating activities for capital expenditure on intangible assets and property, plant
and equipment, plus disposal proceeds on such assets, dividends from associates and joint ventures, interest
received less dividends paid to non-controlling interests. For 2023 income taxes paid has been adjusted to remove
the tax paid on the receipt of the pension scheme surplus.
Leverage ratio Total debt, excluding finance lease liabilities, divided by an external Rating Agency’s definition of adjusted EBITDA,
being profit before tax adding back borrowing costs, depreciation and amortisation, and adjusting for significant
items and other adjustments (share of results of associates and joint ventures and share based payment expense).
Significant Items Items due to their size, nature or frequency that distort year-on-year and operating-to-operating segment
comparisons, which are excluded in order to provide additional understanding, comparability and predictability
of the underlying trends of the business, to arrive at adjusted operating and profit measures.
Significant items include the amortisation of acquired intangible assets as similar charges on internally generated
assets are not included within the reported results as these cannot be capitalised under IFRS. This is despite the
adjusted measure including the revenue related to the acquired intangibles.
Significant items do not include the amortisation of purchased and developed software and is retained in both the
reported and adjusted results as these are considered to be core to supporting the operations of the business. This is
because there are similar comparable items included from purchased and developed software in the reported
results for ongoing businesses as well as the acquired items.
Appendix – Alternative Performance Measures
TP ICAP GROUP PLC Annual Report and Accounts 2023206
A1. Operating costs by type
2023
IFRS
Reported
£m
Significant
Items
£m
Adjusted
£m
Allocated as
Front Office
£m
Allocated as
Support
£m
Employment costs
1,360 (6) 1,354 1,035 319
General and administrative expenses 511 (33) 478 308 170
1,871 (39) 1,832 1,343 489
Depreciation of PPE and ROUA
45 – 45 – 45
Impairment of PPE and ROUA
11 (11) – – –
Amortisation of intangible assets
72 (44) 28 – 28
Impairment of intangible assets 86 (86) – – –
2,085 (180) 1,905 1,343 562
2022
IFRS
Reported
£m
Significant
Items
£m
Adjusted
£m
Allocated as
Front Office
(restated)¹
£m
Allocated as
Support
(restated)¹
£m
Employment costs
1,320 (24) 1,296 998 298
General and administrative expenses 506 (32) 474 322 152
1,826 (56) 1,770 1,320 450
Depreciation of PPE and ROUA
49 – 49 – 49
Impairment of PPE and ROUA
9 (9) – – –
Amortisation of intangible assets
78 (45) 33 – 33
Impairment of intangible assets 20 (20) – – –
1,982 (130) 1,852 1,320 532
1 Liquidnet front office costs of £32m were reclassified to management and support costs to align with the classification of similar costs within the Group.
A2. Adjusted earnings per share
The earnings used in the calculation of adjusted earnings per share are set out below:
2023
£m
2022
£m
Adjusted profit for the year (Note 4) 229 197
Non-controlling interest (2) (3)
Adjusted earnings attributable to equity holders of the parent 227 194
Weighted average number of shares for Basic EPS (Note 11) 777.7 779.1
Adjusted Basic EPS 29.2p 24.9p
Weighted average number of shares for Diluted EPS (Note 11) 794.2 790.6
Adjusted Diluted EPS 28.6p 24.5p
A3. Adjusted EBITDA and Contribution
2023
£m
2022
(restated)
£m
Adjusted EBIT (Note 4) 300 275
Add: Depreciation of PPE and ROUA (Note 5 and A1 above) 45 49
Add: Amortisation of intangibles (Note 5 and A1 above) 28 33
Adjusted EBITDA 373 357
Less: Operating income (Note 6) (22) (30)
Add: Operating income reported as significant items (Note 4) 8 18
Add: Management and support costs (A1) 489 450
Contribution 848 795
A4. Free cash flow
2023
£m
2022
£m
Net cash flow from operating activities (Note 35) 270 324
Add: Dividends from associates and joint ventures (Cash flow: Financing activities) 22 15
Less: Dividends paid to non-controlling interests (Cash flow: Financing activities) (2) (3)
Less: Expenditure on intangible fixed assets (Cash flow: Investing activities) (43) (35)
Less: Purchase of property, plant and equipment (Cash flow: Investing activities) (12) (18)
Add: Sale of property, plant and equipment (Cash flow: Investing activities) – 12
Add: Interest received (Cash flow: Investing activities) 30 7
Add: Income tax paid on receipt UK pension surplus (Note 35) 16 –
Free cash flow 281 302
TP ICAP GROUP PLC Annual Report and Accounts 2023207
Additional information
AGM
Annual General Meeting
AMF
Autorité des marchés financiers
APAC
Asia Pacific
API
Application Programme
Interface
BEIS
UK government Department for
Business, Energy & Industrial
Strategy
Board
The Board of Directors of
TP ICAP Group plc
BRC
TP ICAP Group plc Board Risk
Committee
CAGR
Compound Annual Growth Rate
CAPEX
Capital expenditure
CCP
Central counterparty clearing
house
CGU
Cash-Generating Unit
CLOB
Central Limit Order Books
Code
The UK Corporate Governance
Code 2018
COEX
Coex Partners Limited and its
subsidiaries
Company
TP ICAP Group plc
COO
Chief Operating Officer
CRD IV
Capital Requirements Directive
CREST
Certificateless Registry for
Electronic Share Transfer
Deloitte
Deloitte LLP
DRIP
Dividend Reinvestment Plan
EMEA
Europe, Middle East and Africa
EPS
Earnings per Share
ERMF
Enterprise Risk Management
Framework
ESG
Environmental, Social, and
Governance
EU
European Union
FCA
Financial Conduct Authority
FRC
Financial Reporting Council
FX
Foreign Exchange
Governance Manual
TP ICAP’s Group Governance
Manual
GRCC
Group Risk and Compliance
Committee
Group
From 26 February 2021 TP ICAP
Group plc and its subsidiaries
HMRC
His Majesty’s Revenue &
Customs
HR
Human Resources
IAS
International Accounting
Standards
ICAP
ICAP Global Broking and
Information Business,
acquired by TP ICAP plc
(now TP ICAP Finance plc)
on 30 December 2016
IFR/IFD
Investment Firm Regulation and
Investment Firm Directive
IFPR
Investment Firms Prudential
Regime
IFRS
International Financial
Reporting Standard
IRS
Internal Revenue Service
ISDA
International Swaps and
Derivatives Association
Jersey
Jersey, Channel Islands
JFSC
Jersey Financial Services
Commission
KPI
Key Performance Indicator
Liquidnet
Liquidnet Holdings, Inc. and
subsidiaries
LCM
Louis Capital Markets UK LLP
LIBOR
London Inter-Bank Offered Rate
LTIP
Long-Term Incentive Plan
LTIS
Long-Term Incentive Scheme
MiFID II
Markets in Financial Instruments
Directive
OPEX
Operating expenditure
OTC
Over the Counter
Pillar 1
Minimum capital requirements
under CRD IV
Pillar 2
Supervisory review
requirements under CRD IV
Pillar 3
Disclosure requirements under
CRD IV
PwC
PricewaterhouseCoopers LLP
RCF
Revolving Credit Facility
RFQ
Request for Quotes
RoE
Return on Equity
SEF
Swap Execution Facility
TCFD
Task Force on Climate-related
Financial Disclosures
TRACE
Trade Reporting And
Compliance Engine
TSR
Total Shareholder Return
UK
United Kingdom
US/USA
United States of America
USD/US$
US Dollars
US GAAP
US Generally Accepted
Accounting Principles
VAT
Value Added Tax
VIU
Value in use
Glossary
TP ICAP GROUP PLC Annual Report and Accounts 2023208
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TP ICAP Group plc
Registered office
UK and EMEA Headquarters
135 Bishopsgate
London
EC2M 3TP
United Kingdom
www.tpicap.com