ANNUAL REPORT 2023
A GLOBAL FINTECH GROUP
FOCUSED ON DELIVERING
INNOVATION AND GROWTH
CONTENTS
Strategic Report
2023 Highlights and Key Achievements 2
Group at a Glance 4
Chair’s Statement 6
Chief Executive Officer Review 9
Strategic Roadmap 12
Strategy in Action 14
Leading Mobile Offering 16
Best-in-Class Technology 18
Operational Excellence 20
Strong Customer Base 21
Marketing Strategy 22
Business Model 24
Key Performance Indicators (KPIs) 26
Key Stakeholder Relationships 28
ESG Approach 30
Report on the Task Force on Climate-related
Financial Disclosures (TCFD)
37
Group Chief Financial Officer Review 42
Group Tax Policy 44
Risk Management Framework 45
Going Concern and Viability Statement 52
Governance
Governance at a Glance 54
Chair’s Introduction to Governance 56
UK Corporate Governance Code
Compliance Statement
57
Board of Directors 58
Governance Report 62
Shareholder Engagement 68
Report of the Nomination Committee 69
Report of the Audit Committee 74
Report of the Regulatory & Risk Committee 81
Report of the ESG Committee 84
Report of the Remuneration Committee 87
Directors’ Remuneration Report 93
Directors’ Report 103
Corporate Law 105
Directors’ Responsibility Statement 107
Financial Statements
Independent Report of the Auditors 109
Consolidated Statement of Comprehensive Income 113
Consolidated Statement of Financial Position 114
Consolidated Statement of Changes in Equity 115
Consolidated Statement of Cash Flows 116
Notes to the Consolidated Financial Statements 117
Further information
Advisors 140
Visit investors.plus500.com for
more information
Plus500 Ltd. (“Plus500”, the “Company” or, together with its
subsidiaries, the “Group”) is a global multi-asset fintech group
operating proprietary technology-based trading platforms.
All charts and graphs contained in this Annual Report are graphical
representations of the underlying data to which each chart or graph
relates and have been included to aid interpretation of such data and
are therefore included for illustrative purposes only.
Strategic Report | Governance | Financial Statements
Plus500 Ltd. 2023 Annual Report | 1
$726.2M
Revenue
90,944
New Customers
2
$340.5M
EBITDA
1
233,037
Active Customers
3
47%
EBITDA Margin
$3,116
ARPU
4
$906.7M
Cash balance at year end
$1,489
AUAC
5
2023 OPERATIONAL HIGHLIGHTS
2023 HIGHLIGHTS AND KEY ACHIEVEMENTS
2023 FINANCIAL HIGHLIGHTS
Strategic Report | Governance | Financial Statements
Plus500 Ltd. 2023 Annual Report | 2
KEY ACHIEVEMENTS 2023
1
Revenue (trading income and interest income) minus operating expenses plus depreciation and amortisation.
2
Customersdepositingforthefirsttime.
3
Customers who made at least one real money trade during the period.
4
Average Revenue Per User.
5
Average User Acquisition Cost.
Strong results for FY 2023, enabled by the
strength of Plus500’s leading proprietary
technology and strong market position
+ The FY 2023 results demonstrate the consistent
strength of Plus500’s proprietary trading platforms
androbustfinancialposition
+ Plus500 made excellent strategic, financial and
operational progress during FY 2023 and delivered
further progress with attracting and retaining higher
value customers
Plus500’s proprietary trading platform in
Japan went live
+ Launched in September 2023, Plus500’s localised
trading platform caters to the Japanese retail market,
one of the largest retail investor markets globally
+ The platform’s initial offering includes c.50 FX OTC
pairings, and the Group aims to enhance its local
product range with additional asset classes and new
trading products
Further progress in attracting and retaining
higher value customers
+ The Group now has more than 26 million customers
registered on its platforms globally, reflecting its
continued focus on higher value customers and the
strengths of its intuitive trading platforms
+ ARPU and average deposit per Active Customer
showedsignificantprogressyear-on-year,reaching
record highs of $3,116 and c.$10,300, respectively,
highlighting the strength and reliability of the Group’s
trading platforms
The Group delivered strategic progress with its
US futures business
+ The Group’s B2B (Institutional) and B2C (Retail)
businesses reinforced their strong market positions by
onboarding new institutional customers and
launching a new proprietary trading platform for retail
customers , the ‘Plus500 Futures’ platform
+ The Group secured memberships with Eurex, a
leading European exchange and clearing house, and
the Futures Industry Association (FIA), the leading
global trade organisation for futures, options and
centrally cleared derivatives markets
Regulatory licences added during FY 2023,
taking the international portfolio to a total of 13
+ Plus500’s global portfolio of regulatory licences
increased to 13 during FY 2023, with new licences
being obtained in the UAE and the Bahamas
+ Thisglobalportfolioprovidesasignificantsourceof
competitive advantage and inherent value for
Plus500, both in a monetary and operational sense
Significant shareholder returns of $175.0m
announced in February 2024, building on the
substantial returns announced in FY 2023
of approximately $350m
+ ReflectingtheGroup’son-goingfinancialstrength
and positive outlook, the Board of Directors of Plus500
(the “Board”) announced additional shareholder
returns of $175.0m alongside its FY 2023 preliminary
results in February 2024
+ The shareholder returns comprise share buyback
programmes of $100.0m and total dividends of $75.0m
Plus500 Ltd. 2023 Annual Report | 3
Strategic Report | Governance | Financial Statements
OUR GLOBAL POSITION
GROUP AT A GLANCE
A GLOBAL MULTI-ASSET
FINTECH GROUP
Singapore
Seychelles
Israel
Australia
Japan
Estonia
Bulgaria
Cyprus
UK
USA
Bahamas
UAE
Global operations
Plus500’s global operations are managed by highly
skilled and experienced local management teams
Plus500 licences
The Group’s portfolio of 13 regulatory licences
is a valuable asset
Plus500 is a global multi-asset fintech group operating
proprietary, technology-based trading platforms, and is a
constituent of the FTSE 250 index, with a premium listing on
the Main Market of the London Stock Exchange (symbol: PLUS).
Plus500 offers customers a range of trading products,
including Over-the-Counter (“OTC”), share dealing,
as well as futures and options on futures.
550+
Employees globally
60+
Countries where
customers can access
Plus500’s products
26+ million
Registered customers
on Plus500’s platforms
Plus500 Ltd. 2023 Annual Report | 4
Strategic Report | Governance | Financial Statements
Our technology
Powers our products, operations, marketing and our
approach to risk management
+ Proprietary, wholly owned, managed and operated
by Plus500
+ Drivesourcustomer-centricapproach
+ ContinuedsignificantinvestmentinR&Dtodrive
on-goinginnovation
+ Supports our continued alignment with relevant
global regulatory standards and best practices
Our track record
Strong financial performance since IPO in 2013
+ 20% compound annual revenue growth rate
+ Flexible cost base with average annual EBITDA
margin of c.56%
+ Reinforcedfinancialposition,withastrongbalance
sheet,highlevelsofcashgenerationanddebt-free
since inception
+ Approximately $2.1bn returned to shareholders in
dividends and share buybacks, including $175.0m
announced in February 2024
Our leadership, people and culture
Technological expertise embedded across
the business
+ Highlyskilledleadershipteamwithlong-standing
technological experience
+ Strong track record in attracting and retaining the
besttechnologytalentinIsrael,the“start-upnation”
+ Entrepreneurial,high-performanceculture,to
empower employee development
Our agile business model
Ensuring a customer-centric approach
+ Unique edge in attracting and retaining customers
through multiple online marketing channels
+ Proven business model serving customers globally
+ Highly focused on customer care and protection
+ Continuing to develop a leading position as a global
multi-assetfintechgroup
OUR PURPOSE
To enable trusted and
intuitive access to financial
opportunities for our customers
+ Across devices and platforms
Throughbest-in-class
proprietary technology
+ Across the globe
Through global scale with
localised services
+ Across financial instruments
Through a broad range of
innovative products
Read more on pages 6 to 8
OUR STRATEGY
Well positioned to access
a range of significant
growth opportunities
Plus500’s strategy is to continue to
develop its position as a leading
globalmulti-assetfintechgroupby:
+ Deepening engagement
with customers
+ Expanding its offering in
existing markets
+ Launching new products
+ Entering new markets
Read more on pages 12 to 15
OUR VALUES
+ Strive for excellence
Offeringabest-in-class
technology
+ Customer-centric approach
Customers are at the centre of
every decision the Group makes,
to ensure high service levels
+ Committed to operating
sustainably and responsibly
Plus500 is focused on carrying
out a range of sustainability
initiatives to deliver tangible
value for stakeholders
+ Unique organisational culture
Plus500 operates an
entrepreneurialandhigh-
performance organisational
culture to empower employee
development
Read more on pages 30 to 36
OUR COMPETITIVE ADVANTAGES AND DIFFERENTIATORS
Plus500 Ltd. 2023 Annual Report | 5
Strategic Report | Governance | Financial Statements
CHAIR’S STATEMENT
PLUS500 CONTINUES TO FOCUS ON
EXECUTION OF ITS STRATEGIC GOALS
“Plus500 delivered further financial and
operational progress during FY 2023.
This included working to deliver our
strategic roadmap and maintaining
our high standards of governance and
focusing on our ESG priorities. The
Board and I look to 2024 and beyond
with confidence.”
Prof. Jacob A. Frenkel
Chair
Introduction
In FY 2023, Plus500 delivered excellent strategic and
operational progress, including growth in new markets,
product expansion and technological innovation, all
combined with significant shareholder returns of over $365m
during the year.
The Board and I are proud to be part of Plus500 at this
important point in the Group’s history. There are a number
of substantial growth avenues ahead of us and we remain
committed to continue to deliver results for the benefit of
our stakeholders.
I would like to thank everyone in the Group for their hard work,
diligence and focus on delivering the collective ambitions
that we have for Plus500, including providing customers with
intuitive trading platforms in various markets around the
world. We deploy our proprietary technology, which has
been developed in-house, and is a source of significant
competitive advantage for us.
A robust financial performance coupled
with significant shareholder returns
Plus500 delivered a robust financial performance in FY 2023,
despite lower levels of trading activity seen across the global
financial markets during the year. This performance was
enabled by the Group’s superior technology, its focus on
higher value customers and its on-going investment in its
technological capabilities. The Group also continued to
focus on its extremely high standards of corporate
governance and its priorities within ESG. Reflecting the
Board’s confidence in the outlook for the Group, further
shareholder returns totalling $175.0m were announced in
February 2024, which includes dividends of $75.0m and
share buyback programmes of $100.0m, building on the
c.$350m of shareholder returns announced previously
during FY 2023.
Strategic progress and continued
innovation delivered in FY 2023
In last year’s Annual Report, I shared the strategic vision for
our businesses in the US futures market and Japan. I am
pleased to report that we have delivered good progress in
these areas during FY 2023.
In FY 2023, Plus500 made significant strides towards its
strategic roadmap of accessing new markets and
developing new products and services for its customers.
During the year, Plus500’s US futures businesses made
great progress, in both its B2B (Institutional) and its B2C
(Retail) offerings.
Delivering growth through new
markets and new products
Plus500 has a well-established track record of delivering
growth and innovation for its stakeholders, and the Board
and I remain committed to making sure the Group is
continuing to deliver such important innovation in the future.
Over the medium-term, the Group’s strategic roadmap aims
to deliver new products, including non-OTC products, as well
as access to new markets. It also aims to expand the Group’s
existing OTC offering while deepening the engagement we
have today with our customers.
Plus500 Ltd. 2023 Annual Report | 6
Strategic Report | Governance | Financial Statements
The Board remains focused on corporate
governance and investor engagement
I would like to honour the memory of Ms. Sigalia Heifetz, one
of our Non-Executive Directors, who sadly passed away in
December 2023. Sigalia joined the Board in February 2021
and her experience, wisdom and counsel during that time
were invaluable to us all. The Board and I would like to express
our sincere appreciation for her significant contribution.
Corporate governance remained a key theme for the Board
during FY 2023, and I am delighted that we have managed to
preserve the Board’s diversification, in line with the UK
Corporate Governance Code 2018 (the “Code”) and the
recommendations of the FTSE Women Leaders Review and
the Listing Rules on gender equality in leadership positions.
At our recent Extraordinary General Meeting held on 8
January 2024, our shareholders approved the appointment
of Ms. Anne Grim as an Independent Non-Executive Director
for a one-year term commencing as of that date and of Ms.
Tami Gottlieb for her second three-year term as an
Independent Non-Executive Director and External Director
commencing as of 16 March 2024. Also in this EGM, our
shareholders approved the appointment of Mr. Daniel King
as an additional Independent Non-Executive Director and
External Director, and he will join our Board in June 2024 as an
additional External Director, alongside Tami Gottlieb.
Shareholder engagement remained highly important to us,
and during the year I met with a number of our major
shareholders to ask for feedback on the Company’s
approach to governance, its strategic priorities and its
operational and financial performance. I will continue to
meet regularly with key investors to ensure we keep
representing investors’ interests.
For further details, please see our Governance Report on
page 54 onwards.
THE PLUS500 INVESTMENT CASE
Our purpose is being delivered by a clear investment case
Growth supported by organic
investments and targeted
bolt-on acquisitions
Robust financial position with a
significant cash balance and no
debt since inception
Attractive and sustainable
shareholder returns through
dividends and share buybacks
Consistent track record of
growth and delivery, supported
by our long-term, high value
customer base
Proprietary technology is
Plus500’s key source of
competitive advantage
and enabler
Plus500 is diversified across
its product portfolio and global
geographic footprint
Plus500 Ltd. 2023 Annual Report | 7
Strategic Report | Governance | Financial Statements
Continued focus on key ESG priorities
During FY 2023, the Board has continued to develop and
strengthen Plus500’s ESG framework, led by its ESG
Committee, to further assess the Group’s priorities and risks
in the continually developing area of ESG. Chaired by Mr.
Steve Baldwin, and supported by our ESG internal working
group, alongside external ESG advisors, the ESG Committee
reviewed the Group’s Environmental Policy and made sure
we continue to be aligned with the Task Force on Climate-
related Financial Disclosures (TCFD) recommendations. We
also remain focused on a number of other important ESG
priorities, including customer care and protection, employee
welfare, well-being and development, as well as
engagement and volunteering in the communities in which
the Group operates. Further details are available in our ESG
Report, TCFD Report and in the Report of the ESG Committee.
Regulatory compliance remains a major
area of Board and management focus
The Group maintains a highly robust, customer-centric
approach to compliance, supported by our expertise in the
relevant global regulatory standards and our teams’ long-
standing relationships with the regulators in the markets and
industries in which we operate. We also have the relevant
technological skills and capabilities to ensure that we can
efficiently react with speed to any regulatory changes that
occur. This approach has continued to deliver consistent
results and has helped to support our performance since
Plus500’s inception.
With an established global regulatory network, managed by
our regulated subsidiaries and coordinated centrally, the
Group remains well positioned to cater for the regulatory
framework across the markets in which we operate.
Established track record
of shareholder returns
The Board has a clear capital allocation framework, based
on the on-going assessment of the availability of excess
capital going forward, to ensure there continues to be an
optimal balance between shareholder returns, investments
in future growth and in driving business continuity over the
long-term. In particular, and aligned to this framework, the
Board will continue to ensure that appropriate levels of
capital are maintained for working capital and other factors
to drive future growth. During FY 2023, Plus500 announced
approximately $350m of total shareholder returns,
comprising share buyback programmes of $257.5m,
including $127.5m through the repurchase of shares
executed on 13 June 2023, and total dividends of $90.0m.
In addition, in February 2024, additional share buyback
programmes and dividends were announced as part of the
Group’s FY 2023 preliminary results, including buyback
programmes of $100.0m and dividends of $75.0m.
Since the Company’s IPO in 2013, Plus500 has delivered
attractive returns to shareholders of approximately $2.1 billion
in aggregate through dividends and share buybacks
(including the returns announced in February 2024).
I look forward to updating our valued shareholders regarding
the Group’s further progress during 2024 in next year’s Annual
Report.
Prof. Jacob A. Frenkel
Chair of the Board
29 March 2024
CHAIR’S STATEMENT CONTINUED
Plus500 Ltd. 2023 Annual Report | 8
Strategic Report | Governance | Financial Statements
“I am pleased to report on another
excellent set of results for Plus500.
During 2023, the Group continued
to go from strength to strength,
delivering strategic, financial and
operational progress.”
David Zruia
Chief Executive Officer
CHIEF EXECUTIVE OFFICER REVIEW
DELIVERING VALUE FOR SHAREHOLDERS
THROUGH OUR PROPRIETARY
TECHNOLOGY
Review of 2023
Introduction
Three years ago, Plus500 formulated its new strategic
roadmap to become a global, multi-asset fintech group
supported by its proprietary technology and robust financial
position. The strategic roadmap included targets to expand
into new markets, develop new products (including non-OTC
products), services and features, and to deepen relationships
with customers. Since then, Plus500 has evolved from being
a technology company with a leading OTC proprietary
offering, to a diversified, multi-asset global business, offering
a wide range of technologies which provides access to a
variety of financial trading products and services in the
futures and options on futures markets, as well as the Group’s
share dealing platform.
The Group also continued to enhance its existing OTC
offering by harnessing its market-leading technology and
expertise in AI and big-data models to improve its customer
retention efforts.
After more than a decade as a highly successful publicly
listed company on the London Stock Exchange, Plus500 has
responsibly extended its footprint through a number of bolt-
on acquisitions, deploying capital to acquire businesses in
the US futures market and in the Japanese retail OTC market,
providing the Group with an established position in these
strategic, high-growth regions.
In the US, Plus500’s B2B (Institutional) business experienced
significant growth across FY 2023 and ‘Plus500 Futures’, its
retail trading platform, which was launched in 2023, has
experienced good levels of traction with retail traders. The
speed with which both the B2B (Institutional) and B2C (Retail)
businesses have developed reflects the innovative and agile
nature of the Group’s operational and technological
capabilities. In addition, the Group has developed enhanced
trading platforms based on new technological solutions for
these businesses and provides optimised service support,
risk management and other solutions.
In Japan, the Group has developed an FX OTC localised
proprietary trading platform for retail traders, which went live
in September 2023.
Focus on higher value customers
and customer retention
The Group now has more than 26 million customers
registered on its platforms globally, reflecting its continued
focus on higher value customers and the strengths of its
intuitive trading platforms.
Customer deposits in FY 2023 stood at $2.4 billion and the
average deposit per Active Customer rose to a record high of
approximately $10,300 versus approximately $8,000 a year
earlier. This progress demonstrates the successful nature of
the Group’s strategic decision to focus on attracting and
retaining higher value customers, as well as the intuitive
nature and reliability of its market-leading technology.
Strategic progress made in the US futures
market, in both the B2B (Institutional) and
B2C (Retail) businesses
The opportunities available to Plus500 in the US futures
market are substantial and the Group is focused on
delivering real value to shareholders through its expansion
efforts in this market. The US futures market is sizeable and
Plus500’s technology-driven value proposition is unlocking a
material, multi-year earnings opportunity through new and
growing lines of business, spanning both B2B (Institutional)
and B2C (Retail) channels.
In an industry that has undergone little technological
change in recent years, the Group has developed additional
technological capabilities for institutional customers and
launched a unique trading platform for retail customers.
Plus500 now operates in the futures market at a structural
advantage thanks to its high quality technology, enabling
superior customer service, attractive commercial terms and
other innovative operational capabilities new to this market.
Plus500 Ltd. 2023 Annual Report | 9
Strategic Report | Governance | Financial Statements
The Group’s US futures business performed well during FY
2023, growing revenue and customer numbers year-on-
year. The Group is focused on continuing this positive
momentum in the US and will launch new technologies to
support its already enhanced customer offerings to drive
revenue and profit growth.
New memberships secured from Eurex Clearing AG (Eurex)
and the Futures Industry Association (FIA)
The Group is now a provider of market infrastructure services,
including brokerage-execution and clearing services for
institutional customers in the US futures market. During 2023,
the business worked to increase the number of clearing
memberships it possesses with other international clearing
houses and will continue to do so.
Since the acquisitions of Cunningham Commodities, a
regulated Futures Commission Merchant (FCM) and
Cunningham Trading Systems, a technology trading
platform provider, the Group has secured full clearing
memberships with the CME Group exchanges, as well as with
the Minneapolis Grain Exchange (MGEX).
In addition, the Group has recently secured a clearing
membership of Eurex, the clearing house for the entire suite
of products traded at Eurex Exchange, the leading European
derivatives exchange and one of the largest futures and
options markets globally. This significant milestone followed
the recent receipt of a primary membership of the Futures
Industry Association (FIA), the leading global trade
organisation for futures, options and centrally cleared
derivatives markets.
Obtaining further clearing memberships will enable Plus500
to expand its network and customer services further and,
subsequently, drive revenue growth.
US B2B (Institutional) opportunity
Good progress was made during the year in increasing the
number of onboarded Introducing Brokers (IBs) and efforts to
onboard further IBs will continue during 2024. Additionally,
new technologies dedicated to the needs of the B2B
(Institutional) line of business are expected to be launched
later this year.
US B2C (Retail) opportunity
The launch of ‘Plus500 Futures’ during the period marked a
significant strategic step for the Group in the US futures retail
market, a market with compelling long-term growth
characteristics. Plus500 is proud to offer an omni set solution
enabling customers to be onboarded, deposit and trade
with a seamless and unified experience across all elements
of the customer journey. This significant milestone was
enabled by Plus500’s technological expertise and innovative
approach. ‘Plus500 Futures’ is live and already benefiting
from the full support of Plus500’s sophisticated proprietary
marketing technology, as well as other offline marketing
initiatives such as the Chicago Bulls sponsorship. In 2024, the
Group will continue to invest and support the ‘Plus500
Futures’ platform by expanding its product offering with new
innovative features.
Global portfolio of regulatory
licences increased to 13
In 2023, Plus500 obtained two new regulatory licences, in the
UAE and the Bahamas, which together take the Group’s
global portfolio of regulatory licences to 13. This global
portfolio provides a significant source of competitive
advantage and inherent value for Plus500, both in a
monetary and operational sense.
The UAE represents a significant and growing market for the
Group and its business in this region is fully operational and
developing quickly. The Group’s customer base in the UAE is
growing and Plus500’s localised offering is benefiting from a
greater understanding of this particular market. The Group
will continue to develop its localised offering tailored for the
UAE market.
Building on its success of securing new regulatory licences,
the Group will continue to target new regulatory licences
globally, in 2024 and beyond, to support its strategic
objective of entering new markets and offering new
products. The Group’s experience in obtaining new
regulatory licences leaves it extremely well positioned to
execute successfully against this objective.
Plus500 remains committed to
sustainability and inclusive access
to financial trading products
Plus500’s objective is to provide trusted and intuitive access
to financial products. It seeks to achieve this by offering a
broad range of financial products, aligning its global scale
with locally tailored offerings, all of which are powered by a
best-in-class proprietary technology stack.
Enabling customers to access the financial markets through
the Group’s intuitive, secure and user-friendly platforms
forms a core part of Plus500’s purpose-led mission, as is the
Group’s focus on customer care and best-in-class service.
CHIEF EXECUTIVE OFFICER REVIEW CONTINUED
Strategic Report | Governance | Financial Statements
Plus500 Ltd. 2023 Annual Report | 10
The Group has greatly enhanced its educational content
available to its customers, including the launch of an
innovative Trading Academy portal in 2022 and ‘+Insights’, a
big-data, analytical tool designed to provide access to real
time and historical trends, based on the Group’s registered
customer base. Plus500 also provides customers with
greater technological solutions which enable more
established customer experience and retention benefits.
Operational and trading overview
In terms of operational performance during FY 2023, the
Group delivered a strong performance in its key metrics
despite lower trading volumes in the global financial
markets, supported by its on-going focus on attracting and
retaining higher value customers.
Customer retention has improved in recent years, with 88% of
FY 2023 OTC revenue being derived from customers trading
with Plus500 for more than a year (FY 2022: 87%), 59% from
customers trading for more than three years (FY 2022: 40%)
and 29% for more than five years (FY 2022: 24%), highlighting
the increasing loyalty of its customers and their confidence
in the Plus500 trading platforms. In addition, over 87% of OTC
revenue was generated through mobile or tablet devices (FY
2022: over 85%), highlighting the strength of the Group’s
mobile offerings.
ARPU reached a record annual level of $3,116 in FY 2023 (FY
2022: $2,966), which highlights the depth of the Group’s
product offering and the quality of its intuitive trading
platforms.
In addition, customer deposits continued to grow, with the
average deposit per Active Customer also reaching a record
annual level of approximately $10,300 (FY 2022: approximately
$8,000), highlighting the continued strong level of confidence
that customers have in Plus500 and the resilience of the
Group’s trading platforms. Total customer deposits in FY 2023
increased to $2.4 billion (FY 2022: $2.3 billion).
With continued investment in strategic markets to attract
higher value customers for the long-term, AUAC was $1,489 in
FY 2023 (FY 2022: $1,481). The Group continues to expect that
AUAC will rise steadily over time, as the Group’s customer
profile further shifts to higher value, long-term customers
and as the Group invests in attracting customers to the new
trading products in its portfolio and targeting additional high
value customers in strategic geographies.
The Group onboarded a total of 90,944 New Customers
during the year (FY 2022: 106,549). This was underpinned by
the continued investment in the Group’s diversified
marketing approach, which included its sophisticated
proprietary marketing technology and a range of strategic
initiatives and advertising campaigns.
The number of Active Customers during FY 2023 remained
robust at 233,037 (FY 2022: 280,769) thanks to the Group’s
customer retention, monetisation and activation
technological capabilities.
Outlook
Based on Plus500’s significant strategic, operational and
financial progress over recent years, and the Group’s robust
financial position, the Board remains confident about the
Group’s future prospects.
Plus500’s strategic roadmap is designed to position the
Group for key growth opportunities, including new products,
services and markets, the expansion of its OTC, futures and
share dealing offerings and the deepening of its customer
engagement and retention initiatives. These growth
opportunities will be accessed by the Group’s on-going
investment in developing its position as a global multi-asset
fintech group, in particular through further organic
investments in technology, marketing and people, as well as
by actively targeting additional bolt-on acquisitions in
selected markets and geographies.
Over the medium-term, the Group is well placed to take
advantage of the compelling growth opportunities in its end
markets. Thanks to its proven business model, strong
financial position and disciplined approach to capital
allocation, the Group is focused on driving the sustainability
of its revenues as it develops and invests in its position as a
provider of market-leading B2C (Retail) and B2B (Institutional)
infrastructure services in the US futures market.
David Zruia
Chief Executive Officer
29 March 2024
“In 2023, we achieved a record high
average deposit per Active
Customer reflecting our focus on
higher value customers and the
strength of our technology.”
Plus500 Ltd. 2023 Annual Report | 11
Strategic Report | Governance | Financial Statements
1. OUR POWERFUL
PROPRIETARY TECHNOLOGY
Plus500’s proprietary technology remains its
fundamental competitive advantage, enabling the
Group to respond with agility and speed to customer
requirements, fast-emerging market developments
and regulatory changes. It has taken many years to
develop this technology, enabling Plus500 to build
upon a proven reputation for innovation and a
market-leading technological capability.
88%
of OTC revenue generated
by customers trading with
Plus500 for more than 1 year
$2.1BN
Shareholder returns
since IPO in 2013, including
$175.0m announced in
February 2024
2. OUR LONG TRACK
RECORD
Plus500 has built a long track record of financial
performance, with 20% CAGR in revenue since IPO
year 2013, and an average annual EBITDA margin of
c.56% over that time. The Group has remained debt-
free since inception and has continued to be highly
cash generative over that time.
STRATEGIC ROADMAP
OUR PURPOSE, STRATEGY
AND KEY DIFFERENTIATORS
Plus500’s competitive advantages ensure that it is well positioned to continue
diversifying its revenue streams, product range and geographic footprint.
Our purpose is to enable trusted and intuitive access to financial opportunities
for our customers, across a wide range of financial instruments, geographies
and devices. Our position as a global multi-asset fintech group is well
established and is supported by four key differentiators.
Read more on pages 16 to 19 Read more on pages 42 to 44
Plus500 Ltd. 2023 Annual Report
| 12
Strategic Report | Governance | Financial Statements
550+
Our people at the end
of FY 2023
3. OUR LEADERSHIP, PEOPLE
AND CULTURE
Plus500’s operating track record and technology
development are a testament to the quality of its
people. The Group has fostered a high-performance
organisational culture, reflecting Israel’s innovative
technology sector and environment. This has been
led by a highly skilled management team, with
specialist expertise and experience in technology.
4. OUR AGILE
BUSINESS MODEL
Plus500’s agile, customer-centric business model,
with its unique edge in attracting and retaining
customers through multiple channels, strong brand
and continued focus on customer care and
protection, has ensured that Plus500 has
consistently driven an attractive marketing Return
on Investment (“ROI”) over time.
26+ MILLION
Registered customers on
Plus500’s platforms globally
Read more on pages 30 to 36 Read more on pages 22 to 23
Plus500 Ltd. 2023 Annual Report
| 13
Strategic Report | Governance | Financial Statements
STRATEGY IN ACTION
CONTINUED OPERATIONAL AND
STRATEGIC PROGRESS MADE IN
THE US FUTURES MARKET
Strategic progress was delivered in
the US futures market in both the B2B
(Institutional) and B2C (Retail)
businesses and the opportunities
available to Plus500 in this market
are substantial.
The US futures market presents a
significant opportunity for Plus500
The opportunities available to Plus500 in the US futures
market are substantial and the Group is focused on
delivering real value to shareholders through its expansion
efforts in this market. The US futures market is sizeable and
Plus500’s technology-driven value proposition is unlocking a
material, multi-year earnings opportunity through new and
growing lines of business, spanning both B2B (Institutional)
and B2C (Retail) channels.
In an industry that has undergone little technological
change in recent years, the Group has developed additional
technological capabilities for institutional customers and
launched a unique trading platform for retail customers.
Plus500 now operates in the futures market at a structural
advantage thanks to its high quality technology, enabling
superior customer service, attractive commercial terms and
other innovative operational capabilities new to this market.
The Group’s US futures business performed well during FY
2023, growing revenue and customer numbers year-on-
year. The Group is focused on continuing this positive
momentum in the US and will launch new technologies to
support its already enhanced customer offerings to drive
revenue and profit growth.
Plus500 Ltd. 2023 Annual Report | 14
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New memberships secured from Eurex
Clearing AG (Eurex) and the Futures
Industry Association (FIA)
The Group is now a provider of market infrastructure services,
including brokerage-execution and clearing services for
institutional customers in the US futures market. During 2023,
the business worked to increase the number of clearing
memberships it possesses with other international clearing
houses and will continue to do so.
Since the acquisitions of Cunningham Commodities, a
regulated Futures Commission Merchant (FCM) and
Cunningham Trading Systems, a technology trading
platform provider, the Group has secured full clearing
memberships with the CME Group exchanges, as well as with
the Minneapolis Grain Exchange (MGEX).
In addition, the Group has recently secured a clearing
membership of Eurex, the clearing house for the entire suite
of products traded at Eurex Exchange, the leading European
derivatives exchange and one of the largest futures and
options markets globally. This significant milestone followed
the recent receipt of a primary membership of the Futures
Industry Association (FIA), the leading global trade
organisation for futures, options and centrally cleared
derivatives markets.
Obtaining further clearing memberships will enable Plus500
to expand its network and customer services further and,
subsequently, drive revenue growth.
US B2B (Institutional) opportunity
Good progress was made during the year in increasing the
number of onboarded IBs and institutional clients, and
efforts to onboard further IBs will continue during 2024.
Additionally, new technologies dedicated to the needs of the
B2B (Institutional) line of business are expected to be
launched later this year.
US B2C (Retail) opportunity
The launch of ‘Plus500 Futures’ during the period marked a
significant strategic step for the Group in the US futures retail
market, a market with compelling long-term growth
characteristics. Plus500 is proud to offer an omni set solution,
enabling customers to be onboarded, deposit and trade
with a seamless and unified experience across all elements
of the customer journey. This significant milestone was
enabled by Plus500’s technological expertise and innovative
approach. ‘Plus500 Futures’ is live and already benefiting
from the full support of Plus500’s sophisticated proprietary
marketing technology, as well as other offline marketing
initiatives such as the Chicago Bulls sponsorship. In 2024, the
Group will continue to invest and support the ‘Plus500
Futures’ platform by expanding its product offering with new
innovative features.
Plus500 Ltd. 2023 Annual Report | 15
Strategic Report | Governance | Financial Statements
LEADING MOBILE OFFERING
INNOVATIVE AND INTUITIVE PRODUCT
OFFERING ACROSS MOBILE DEVICES
Plus500’s mobile offering provides
customers with a seamless trading
experience across mobile devices.
Plus500’s leading mobile offering
across devices
Plus500 has designed and developed a unique system
architecture and mobile product offering, supported by its
proprietary technology.
A core part of the Plus500 customer experience is how well
the Group’s trading platforms are supported on mobile and
tablet devices. Every customer interaction is designed to
have the same look and feel, irrespective of how the
customer accessed the platform. This provides a more
consistent trading experience for the customer.
As a result, over 87% of OTC revenue in FY 2023 was generated
from customers trading with Plus500 on mobile or tablet
devices, highlighting the strength of the Group’s mobile
offering, and over 82% of OTC trades took place on mobile or
tablet devices.
Plus500 will continue to invest in its mobile offering to ensure
that customers continue to benefit from the reliable trading
platforms and the seamless experience it offers.
PLUS500 CONTINUES TO
LEAD THE WAY IN MOBILE
AND TABLET INTERFACE
ACCESSIBILITY
of OTC revenue generated
through mobile and tablet
offerings
of all customer OTC
trades took place on
mobile or tablet devices
Plus500 Ltd. 2023 Annual Report | 16
Strategic Report | Governance | Financial Statements
A FOCUSED TRADING EXPERIENCE FOR CUSTOMERS
Our proprietary share dealing
platform, available in mobile
applications across European
markets
Our educational portal for
customers, which includes
training videos, an eBook,
relevant news alerts and detailed
FAQs on key trading dynamics
Our big-data, analytical tool
designed to provide OTC
customers with access to real-
time and historical trends, based
on our registered customer base
Our core OTC product offering,
available across over 2,500
underlying financial
instruments internationally
Our proprietary trading platform
designed for US retail customers
to access the futures market
Plus500 Ltd. 2023 Annual Report | 17
Strategic Report | Governance | Financial Statements
BEST-IN-CLASS TECHNOLOGY
PLUS500’S MARKET-LEADING
PROPRIETARY TECHNOLOGY CAPABILITY
Supporting the customer journey across
our technology stack
Plus500’s technology powers its operations and trading
platforms, and is supported by an industry-leading, full-
stack R&D team. The Group has continuously driven
technological innovation to provide customers with a best-
in-class experience.
Marketing
Plus500’s technology ensures that online marketing
campaigns achieve an attractive ROI. The marketing
technology includes artificial intelligence characteristics
and its optimisation process is made as a result of its big-
data capabilities.
Operations
Once a customer has decided independently to open an
account on a Plus500 platform, the operational element of
our technology is initiated. At that point, customers go
through a stringent, rigorous verification and onboarding
process, in accordance with the applicable regulation,
supported by 24/7 localised customer care and a best-in-
class payment processing service, utilising a range of
possible payment methods for our customers. This is all
achieved “behind the scenes”, ensuring the customer
experience remains efficient and seamless.
Product
The on-going product experience is a critical element of the
customer journey. This element of the customer experience
includes a range of educational and training tools, which is
continuously updated and upgraded, through new features,
new analysis tools, new products and new financial
instruments. All of these dynamics enable Plus500 to drive
customer retention and value over time.
Systems infrastructure
The customer journey is supported and secured by a robust
systems infrastructure, with a powerful proprietary CRM
platform, cyber security and anti-fraud protection features
and a robust risk management framework. These elements
are a crucial part of Plus500’s wholly owned technology. Its
scalable and reliable systems architecture also facilitates
the customer journey.
Innovating products through our
proprietary technology
Plus500 offers its customers a range of trading products,
including its market-leading and long-standing OTC product
offering in many different countries around the world, share
dealing and futures and options on futures to retail
customers in the US.
Through its OTC product portfolio, Plus500 offers over 2,500
different underlying global financial instruments for
customers using its platform across more than 60 countries
and in 30 languages.
As an example of the Group’s consistent delivery of
innovative technology solutions, during 2023, Plus500’s
localised trading platform in Japan went live.
The platform caters to the Japanese retail market, one of the
largest retail investor markets globally.
The platform’s initial offering includes approximately 50 FX OTC
pairings, and the Group aims to enhance its local product
range with additional asset classes and new trading products.
>82%
of customer trades on
Plus500’s OTC platform took
place on mobile or tablet
devices in FY 2023
>2,500
Different underlying OTC
financial instruments
The Group has continuously
driven technological innovation
to provide customers with a
best-in-class experience.
Plus500 Ltd. 2023 Annual Report | 18
Strategic Report | Governance | Financial Statements
Marketing Operations Product
Marketing technology
Verification
Risk managementPayment processingOnboarding
New product offeringsTrading solutionsCustomer service
Front-End and Back-End
Plus500’s technology supports all of its operations, products, marketing capabilities, customer service and it
is underpinned by a robust system architecture.
Systems Architecture
CRM Automated Verification Technologies
Cashier Technology Analysis Tools
Marketing Technology, AI & Big-Data Risk Management Technology
The journey for a Plus500 customer is supported by technology at every stage. This includes customer acquisition,
registration, onboarding, payments and cashier management. It also supports the Group’s product offering, including
risk management and trading.
PROPRIETARY TECHNOLOGY IS OUR KEY ENABLER
AGILE AND EFFICIENT CUSTOMER JOURNEY
ACROSS OUR TECHNOLOGY STACK
Plus500 Ltd. 2023 Annual Report | 19
Strategic Report | Governance | Financial Statements
OPERATIONAL EXCELLENCE
DELIVERING BEST-IN-CLASS
OPERATIONS
Enabled by technology
The Group’s proprietary technology enables its operational
systems and processes and is powered by talented people
across the business. The technology is developed and
managed entirely in-house and always has been. This
differentiates Plus500 from its competitors. The integration-
based, inter-connected approach to technology provides
customers with a seamless experience across all elements
of their journey and across mobile, tablet and web devices.
Delivered by people
Plus500 has a unique culture. The collaborative approach of
colleagues globally is further strengthened by collective
ambitions being common across geographies. The
organisational structure also ensures that teams are
focused on driving efficiency and delivering innovation.
This approach enables processes and functions to be
optimised and allows projects to scale up quickly to support
the development of the Group’s trading platforms where
opportunities present themselves.
Ultimately, the collaborative culture helps to attract and
retain high quality and motivated employees, which ensures
that customers receive the benefits of the Group’s best-in-
class operations.
Providing market-leading
customer support
Plus500’s customer support teams provide cutting-edge,
localised customer care on a 24/7 basis. This is delivered
through email, live chat and WhatsApp in multiple
languages. There are dedicated teams for trading,
payments and Premium Service. The teams are all directly
connected to each other to ensure all customer queries are
dealt with quickly and efficiently.
Plus500’s proprietary technology forms the foundation of the Group and enables
all of its competitive advantages to be delivered for the benefit of its customers
Customer deposits
Customer deposits in FY 2023 stood at $2.4 billion and the
average deposit per Active Customer rose to a record high of
approximately $10,300 (FY 2022: approximately $8,000). This
progress demonstrates the successful nature of the Group’s
strategic decision to focus on attracting and retaining higher
value customers, as well as the intuitive nature and reliability
of its market-leading technology.
Average Revenue Per User
The Group delivered a record ARPU of $3,116 (FY 2022: $2,966) in
FY 2023. This highlights the depth of the Group’s product
offering, the reliability of its trading platforms and the success
of recent investments in customer retention technologies.
$3,116
Record ARPU in FY 2023
c.$10,300
Record average deposit per
Active Customer in FY 2023
Plus500 Ltd. 2023 Annual Report | 20
Strategic Report | Governance | Financial Statements
STRONG CUSTOMER BASE
ESTABLISHED CUSTOMER BASE OF
MORE THAN 26 MILLION REGISTERED
CUSTOMERS GLOBALLY
The Group now has more than 26 million customers
registered on its platforms globally, reflecting the strengths
of its intuitive trading platforms and the depth of its product
offering. Plus500 offers customers over 2,500 financial
instruments across a wide range of underlying asset classes
which allows them to adapt their strategies and exploit
trading opportunities.
Plus500 remains committed
to best-in-class offering
Plus500’s objective is to provide trusted and intuitive access
to financial products. It seeks to achieve this by offering a
broad range of financial products, aligning its global scale
with locally tailored offerings, all of which are powered by a
best-in-class proprietary technology stack.
Plus500’s on-going focus on customer care and delivering
on customer requirements is sought through ‘+Insights’,
which was developed on the basis of customer feedback.
This tool ensures that a best-in-class experience is
maintained for customers.
By using aggregated and anonymous big-data, which is
fundamentally based on key real-time and historic trends
across the trading community, customers are now able to
view never-before-seen key data points and information, to
enhance their trading activities subject to their own
independent discretion.
Focus on higher value customers and customer retention
Strategic Report | Governance | Financial Statements
Plus500 Ltd. 2023 Annual Report | 21
0-6 months
3%
9%
29%
30%
29%
88%
7-12 months
1-3 years
3-5 years
5+ years
>1 year
OTC Revenue split by customer tenure in FY 2023
88%
OTC revenue generated
by customers trading
with Plus500 for more
than 1 year
MARKETING STRATEGY
OUR MULTI-CHANNEL
MARKETING APPROACH
IS ENABLED BY OUR
MARKET-LEADING
TECHNOLOGY
A clear and focused marketing approach
Plus500’s marketing approach is multi-dimensional, diverse,
and fundamentally driven by its technology. With the support
of key strategic partners, Plus500 manages multiple
marketing initiatives in paid search and organic search, as
well as running numerous content marketing and PR
campaigns. Plus500 is a leader within the marketing
technology space and its superior technology is
continuously optimised to deliver a consistent improvement
in its results.
Our marketing technology is a key
competitive advantage
The Group’s wholly-owned and unique marketing
technology remains a fundamental driver to its performance.
We continue to invest in this technology, through targeted
and efficient marketing technology initiatives, including big-
data and AI. This helps Plus500 to drive customer acquisition,
activation, retention and long-term monetisation. In this way,
the Group is able to drive customer retention and cohort
value over the long-term.
Plus500’s marketing technology is efficient, scalable and
agile, with all data fully segmented from top to bottom,
ensuring that the Group is able to achieve the objective
of driving volumes while maintaining a high ROI.
Plus500 Ltd. 2023 Annual Report | 22
Strategic Report | Governance | Financial Statements
Diverse and highly skilled marketing team
Plus500’s marketing technology is delivered by its highly
skilled marketing team, which is comprised of data-driven
and highly skilled technologists and engineers.
The Group has dedicated teams with a specific focus on key
areas such as search engines, social media, creative design
and data analytics. Importantly, all these teams are
constantly collaborating and communicating with each
other, facilitating a consistent, joined-up approach for every
marketing initiative we develop.
Technology focused on
customer retention
The in-house marketing technology is also focused on
customer retention. The retention approach is based on
tailored communications at scale and uses a range of
measurement techniques in developing the retention
campaigns, including A/B testing and control group
methodology. This helps to fine-tune segmentation
strategies and campaign management and planning.
Plus500’s strong position
in mobile channels
The Group’s approach to marketing is very much aligned
with the on-going trend of customers seeking to access
such platforms via mobile or tablet devices, reflecting the
increasing significance of mobile-centric strategies for
reaching and engaging a target audience. In this regard,
Plus500 continues to focus on innovation in the mobile and
tablet space.
Highlighting this, over 87% of the Group’s OTC revenue in FY
2023 was generated from customers trading on mobile or
tablet devices (FY 2022: over 85%) and over 82% of OTC
customer trades took place on mobile or tablet devices in FY
2023 (FY 2022: over 82%).
Global partnerships
Plus500 has established a number of different partnerships
in recent years, aimed at driving awareness with customers
in target markets.
Plus500 established a multi-year, global partnership with the
NBA’s Chicago Bulls to drive awareness in the US and globally.
Plus500 also has partnerships with Legia Warsaw and BSC
Young Boys.
Strategic Report | Governance | Financial Statements
Plus500 Ltd. 2023 Annual Report | 23
BUSINESS MODEL
CREATING VALUE FOR STAKEHOLDERS
Financial position and capacity
The Group has built a strong financial track record,
maintaining a debt-free balance sheet since inception,
with a lean and flexible cost structure and consistently
high levels of cash generation.
Read more on pages 42 to 44
Corporate reputation
Plus500 is a FTSE 250 company with a premium listing on
the London Stock Exchange. The Group has a long track
record of strong operational and financial performance,
supported by its market-leading and technology-based
trading platforms.
Read more on pages 2 to 11
Regulators
The Group ensures that it remains in compliance with
relevant global regulatory standards.
Read more on page 29
People
The Group attracts and retains talented people to
drive on-going optimisation and management of
its technology platforms and its ability to attract
and retain customers.
Read more on pages 30 to 36
Technology
Plus500 operates robust and agile trading platforms
which are based on its proprietary, market-leading
technology.
Read more on pages 18 to 19
Service providers
Plus500 has strong and strategic relationships with a
range of service providers to support its commercial
efforts and business initiatives.
Read more on page 29
RESPONDING TO CUSTOMER
REQUIREMENTS
Customer-centric approach
Embedded in the Group’s culture, ensuring
a best-in-class customer experience, enabled
by on-going technological development of
Plus500’s trading platforms.
Aligned to relevant regulatory
requirements
Enables continued customer care and protection,
through educational and training features.
WITH A CLEAR PURPOSE
AND STRATEGY
Our purpose is to enable trusted and intuitive access
to financial opportunities for our customers, across
an increasingly broad range of financial instruments,
countries and devices, and to drive our continued
progress as a global multi-asset fintech group.
SUPPORTED BY
Comprehensive risk management
A Group-wide proprietary risk management system
that incorporates real-time functionality risk
management systems and trading threshold triggers
to reduce risk.
Sound governance
Plus500’s Board is comprised of a diversified and highly
experienced group of individuals with extensive
knowledge across multiple disciplines, in particular
financial services and technology.
Our robust and scalable business model
creates value for our stakeholders
Resources and relationships How we create and maximise value
Plus500 Ltd. 2023 Annual Report | 24
Strategic Report | Governance | Financial Statements
$726.2M
Revenue
$3.17
Basic earnings per share
$340.5M
EBITDA
99%
Operating cash conversion
$365.1M
Shareholder returns paid
$2.4BN
Customer deposits
Customers
Customers enjoy highly rated, robust and scalable,
user-friendly trading platforms, which are tailored for
mobile usage. Plus500 also provides customers with
an extensive range of educational materials and
customer protection features.
People
The Group offers rewarding professional opportunities
for its people to achieve long-term development and
career progression.
Shareholders
Plus500 has delivered attractive returns to its
shareholders through ordinary and special dividends
and share buybacks. Total returns in dividends and share
buybacks since IPO in 2013 amount to approximately
$2.1 billion, including those announced in February 2024.
Regulators
The Group engages with regulators to ensure
the integrity of the industry remains robust,
contributing to roundtable discussions within the
industry and holding regular dialogue with global
and regional regulators.
Service providers
The cooperation and collaboration of the Company
with its service providers delivers value and synergy.
Communities
Helping the communities in which we operate with
monetary and in-kind donations and support.
Value created in FY 2023 Key stakeholders
Plus500 Ltd. 2023 Annual Report | 25
Strategic Report | Governance | Financial Statements
KEY PERFORMANCE INDICATORS (KPIs)
MEASURING OUR PERFORMANCE
Financial KPIsFinancial KPIs
1
Revenue from OTC Customer Income (customer spreads and overnight charges) and Non-OTC Customer Income (commissions from the Group’s
futures and options on futures operation and from ‘Plus500 Invest’, the Group’s share dealing platform).
2
Gains/losses on customers’ trading positions.
$340.5M
EBITDA
What it is
EBITDA is defined as revenue (trading income and
interest income) minus operating expenses plus
depreciation and amortisation.
Why we measure it
EBITDA is a measure of the Group’s profitability.
Read more on pages 42 to 44
$726.2M
Revenue
What it is
The Group’s revenue comprises of Customer Income
1
,
interest income and Customer Trading Performance.
2
Why we measure it
Revenue is a measure of the Group’s ability to maximise
the strength of its offering.
Read more on pages 42 to 44
The Group’s KPIs benchmark its performance and ability to drive Return on
Investment (ROI) over time
$726.2m
$832.6m
2023
2022
$340.5m
$453.8m
2023
2022
Plus500 Ltd. 2023 Annual Report | 26
Strategic Report | Governance | Financial Statements
Non-financial KPIs Non-financial KPIs
233,037
Active Customers
What it is
Active Customers are customers who have made at
least one trade using real money on one of the Group’s
trading platforms in the relevant period.
Why we measure it
This measure reflects the level of customer activity on
the Group’s trading platforms during the relevant period.
It is an indicator of how successful the Group is in
attracting and retaining customers, with a view to
delivering sustainable revenue and profits.
Read more on pages 42 to 44
$3,116
Average Revenue Per User (ARPU)
What it is
ARPU is calculated by dividing the revenue by the
number of Active Customers in the relevant period.
Why we measure it
This measure helps to provide an understanding of the
average revenue we are generating on an active
customer by active customer basis. This helps us to
identify and optimise our customer acquisition
strategies to deliver an attractive ROI over time.
Read more on pages 42 to 44
90,944
New Customers
What it is
New Customers are customers who have deposited
into their trading account for the first time.
Why we measure it
This metric tracks the number of New Customers the
Group attracts. This helps us to understand the success
of our technological capabilities and effectiveness of
marketing initiatives.
Read more on pages 42 to 44
$1,489
Average User Acquisition Cost (AUAC)
What it is
AUAC shows the average cost of attracting a new
customer and is calculated by dividing our total
marketing expenses by the number of New Customers
in the relevant period.
Why we measure it
AUAC is a reflection of the marketing cost of recruiting
New Customers in the relevant period.
Read more on pages 42 to 44
$3,116
$2,966
2023
2022
$1,489
$1,481
2023
2022
233,037
280,769
2023
2022
90,944
106,549
2023
2022
Plus500 Ltd. 2023 Annual Report | 27
Strategic Report | Governance | Financial Statements
KEY STAKEHOLDER RELATIONSHIPS
ENGAGING WITH OUR
STAKEHOLDERS
The Group aims to develop long-lasting and valuable relationships with its key
stakeholders through open and consistent engagement and communication.
The feedback and insights of the Group’s key stakeholders are taken into
consideration as part of the Board’s discussions and decision-making processes.
Customers People
Why we engage
We aim to ensure that Plus500 continues to provide a
consistent, best-in-class service to its customers and that
the Group continues to listen to customers about their
requirements and interests. This approach helps Plus500
retain existing, and attract new, customers. In addition,
customer care and protection is maintained through
various educational tools and risk management features.
How we engage
We engage with customers through an omni-channel
customer-centric approach. We provide 24/7 customer
support, which is available in multiple languages across
a number of channels.
We also provide customers with a range of educational
and technological training tools to support them with
their trading activities, including the Trading Academy
and a free demo trading account where applicable.
In addition, we conduct customer surveys to better
understand their views on Plus500’s service, so that we
can continue to innovate and develop our products,
based on customer feedback. As an example, based on
customer feedback, the Group launched ‘+Insights’, a big-
data, analytical tool designed to provide its OTC
customers with access to real-time and historical trends,
based on the Group’s registered customer base.
Key focus areas
+ Consistent level of service delivery;
+ Continued 24/7 customer service availability;
+ Further expansion of a range of educational and
training tools;
+ Provision of embedded risk management features to
ensure customer care and protection is maintained;
and
+ On-going customer surveys to ensure we remain
cognisant of customer requirements and ideas.
Why we engage
Organisational culture and employee welfare and well-
being are critical in ensuring that our services are
delivered, through the on-going development of our
technology by our people, on a consistent, long-term
basis. With this in mind, the Group regards its talented
and committed people around the world as its key asset
to enable its technology and services.
How we engage
The Group undertakes regular evaluation processes for
our people and provides competitive reward packages
to attract and retain high quality people. We encourage
our people to participate in training, learning and
development, and make them aware of possible career
progression opportunities within the Group.
We provide our people with a dynamic work
environment, with high quality office facilities, including
a new HQ office building in Haifa during 2024, and the
opportunity to engage in a number of social activities
and community engagement programmes.
One of our Non-Executive Directors, Steve Baldwin, is the
workforce engagement representative on the Board
who provides a channel through which our people can
share their views directly to the Board, informing the
Board’s approach to supporting improvements in
organisational culture.
Key focus areas
+ Consistent internal communication on developments
within the Group and across our industry;
+ Continued opportunities for training, learning,
development and career progression; and
+ Continued communication of people matters to
the Board.
Plus500 Ltd. 2023 Annual Report | 28
Strategic Report | Governance | Financial Statements
Regulators Shareholders
Communities
Service Providers
Why we engage
Regulatory oversight is an integral part of the Group’s
business, as its regulated subsidiaries retain operating
licences and are supervised by various regulators
around the world. Regulatory compliance procedures
are constantly reviewed and enhanced, with a culture of
compliance embedded within the business, including
open and constructive communication with relevant
regulatory bodies.
How we engage
The Group communicates with regulators on an on-
going, constructive and open basis and participates in a
number of regulators’ coordination groups. In addition,
we contribute to public consultations issued by
regulators on relevant industry matters.
Key focus areas
+ Continued monitoring of, and compliance with,
appropriate laws, relevant regulatory standards and
industry best practices;
+ Rapid implementation of regulatory changes, driven
by our proprietary technology; and
+ On-going communication with, and support of,
regulators in current markets where the Group is
operating and in jurisdictions where the Group may
operate in the future.
Why we engage
Plus500 aims to provide fair, balanced and
understandable information to investors and
shareholders, to ensure their continued support of the
Company. Maintaining a close connection to its
shareholders through clear and transparent dialogue
continues to be a major focus for Plus500. The Company
continues to seek ways in which to enhance its
relationship with investors.
How we engage
An open dialogue with investors is achieved through
meetings, results presentations, Capital Markets Day
events, conference attendance and group events, such
as the Annual General Meeting. In addition, the Company
produces a variety of investor-focused materials,
including annual reports, news published on the
Regulatory News Service and investor presentations.
These are available on our dedicated Investor Relations
website (investors.plus500.com).
Key focus areas
+ On-going transparent dialogue with investors;
+ Open lines of communication for shareholders;
+ Regular collection of investor feedback and
dissemination to the Board; and
+ Executive Management participation in investor-
focused events and activities.
Why we engage
It is important to Plus500 to support and engage with its
local communities and, with this in mind, the Group
continued to invest in various initiatives during FY 2023.
How we engage
The Group participates in a number of projects to
support and assist local communities and charities.
These include on-going monetary contributions and the
provision of resources and equipment to a number of
charities, non-profit organisations, community centres
and disadvantaged families in local communities.
The Group also maintains strategic partnerships and
alliances with community partners, including our on-
going collaboration with top-tier academic institutions,
for example the ‘Technion – Israel Institute of Technology’,
through which we participate in several innovation and
entrepreneurship initiatives.
Key focus areas
+ Continued financial donations;
+ On-going supply and provision of resources and
equipment;
+ Further employee engagement in local community
projects; and
+ Continued focus on strategic partnerships with
top-tier academic institutions.
Why we engage
Plus500 works with various service providers, including
payment processors and marketing partners, who
support the Group with various activities.
How we engage
We build strong partnerships with service providers
through an open dialogue to ensure we can develop
long-term valuable relationships.
Our relationships with our service providers include
the on-going review and monitoring of their
performance levels, to ensure that the Group is
achieving quality and value from its partnerships.
Ultimately, this helps to build mutually beneficial
relationships with our service providers.
Key focus areas
+ On-going dialogue with our service providers;
+ Continued fair treatment of service providers in our
dealings with them; and
+ Consistent focus on innovation and new initiatives
to help deliver enhanced value from service
provider partnerships.
Plus500 Ltd. 2023 Annual Report | 29
Strategic Report | Governance | Financial Statements
ESG APPROACH
ENVIRONMENTAL, SOCIAL
AND GOVERNANCE (ESG)
During FY 2023, the Group remained focused on its
key ESG priorities, in particular customer care and
protection, as well as employee well-being, welfare
and development.
Introduction
The Group remains committed to operating responsibly and
sustainably in all aspects of its business, carrying out a range
of ESG initiatives to deliver tangible value for its stakeholders.
The Group’s core ESG values are:
+ Creating long-term value for our stakeholders;
+ Putting our customers first by leading the industry in
which we operate and by delivering innovative and high
quality products;
+ Maintaining a dynamic and creative work environment for
our people around the world, which promotes diversity
and equal opportunity, protects human rights and
eliminates discrimination; and
+ Minimising any impact of the Group’s operations on
the environment.
The Group’s key ESG priorities are:
+ Leadership and governance;
+ Customer care and protection;
+ Organisational culture;
+ Cyber security; and
+ Systems infrastructure.
This section of the Annual Report outlines the Group’s
progress in each of these areas in FY 2023, as well as
providing comprehensive disclosure in relation to the Task
Force on Climate-related Financial Disclosures (TCFD) on
pages 37 to 41.
Plus500 continues to take steps to mitigate the risks
associated with each of these priority areas, supported by
on-going engagement with key stakeholders. The Key
Stakeholder Relationships and Risk Management Framework
sections on pages 28 to 29 and 45 to 51, respectively, of this
Annual Report outline in more detail how the Group is
mitigating these risks.
Leadership and governance
Plus500 makes significant effort to remain in compliance
with all relevant governance requirements, in particular
ensuring the appropriate Board composition and diversity,
and maintaining a remuneration policy for Directors and
executives which is aligned to the long-term interests
of shareholders.
In addition, the Board remains aware that it must continue to
attract and retain high quality Board membership and
executive management leadership, to ensure the Group
continues to deliver a consistently strong operational
performance and achieve its strategic objectives.
More details on the Board’s approach to governance,
covering each of these priority areas, can be found in the
Governance Report of this Annual Report, on pages 62 to 67,
with biographies of Board members on pages 58 to 61.
Customer care and protection
Customer care and protection, in particular ensuring
customers remain protected from, and well informed of, the
inherent risks involved with trading, remains a high priority for
the Group, in line with global regulatory requirements in this
area. This is not only a specific priority for Plus500, but also for
the entire industry as a whole.
Measures such as negative balance protection and
maintenance margin protection on the Group’s OTC trading
platform remain crucial in ensuring customers are well
protected, having been embedded in Plus500’s technology
since its inception, and now integrated across many
regulatory regimes around the world.
Plus500 Ltd. 2023 Annual Report | 30
Strategic Report | Governance | Financial Statements
On its website, the Group provides an educational portal
which includes the Trading Academy as part of its
commitment to empowering customers with knowledge
and skills. This educational initiative encompasses an
insightful eBook and videos relating to capital markets and
trading, among other topics. This offering aims to equip
customers with valuable insights and risk management
tools to maximise their user experience. By fostering a culture
of continuous learning, Plus500 ensures that its customers
have the resources needed to make informed decisions and
navigate the complexities of the financial markets
confidently. This commitment to education fosters a
relationship built on trust, loyalty and support.
In addition, a free demo account is available on an unlimited
basis for the Group’s OTC and ‘Plus500 Futures’ customers,
while sophisticated risk management tools are provided free
of charge for customers to manage leveraged exposure,
including measures such as stop losses.
The Group upholds a strong, customer-focused
commitment to compliance, backed by its proficiency in
global regulatory standards and established connections
with regulators in the markets and industries in which it
operates. The Company possesses the technological
expertise and capabilities necessary to promptly adapt to
any regulatory changes efficiently.
Organisational culture
Plus500 operates an entrepreneurial and high-performance
organisational culture to empower on-going improvements
in employee development, attraction and retention, through
training, learning, community engagement, welfare, well-
being and career development. This ultimately ensures the
delivery of a consistent level of high quality products and
services for customers.
Employee development
The Group’s headquarters and R&D centres are in Israel, a
major global hub for technology and innovation, where there
is a skilled and educated workforce which is highly trained in
all elements of technological development. Plus500 has
fostered an entrepreneurial and high-performance
organisational culture that reflects Israel’s innovation-driven
environment. The Group has replicated this cultural mindset
in each of its global subsidiaries.
This organisational culture has created a working
environment which empowers on-going improvements in
employee development, through training, learning and
career progression. Group-subsidised training programmes
for employees to enhance their understanding of various
commercial areas, including technology and marketing, are
already in place. The Group also runs a programme which
involves a series of expert lectures for employees to broaden
their knowledge outside of their day-to-day roles.
Furthermore, the Group carries out annual performance
evaluations for all employees, to help continue their
development and meet their career aspirations within
the Group.
The Group provides a range of generous benefits for all
employees and enables them to participate in its success
through competitive reward packages, alongside share-
related benefits that are linked to the financial and
operational performance of Plus500.
Strategic Report | Governance | Financial Statements
Plus500 Ltd. 2023 Annual Report | 31
Employee health, safety and well-being
The Group is particularly dedicated to the health, safety and
well-being of its people and aims to continue to provide
them with optimal working conditions to support a healthy,
safe and balanced working environment.
Employees at the Group’s headquarters and at some of its
global operations, are encouraged to make use of office
facilities, resources and events, including organised social
activities, lectures, access to a private gym (or gym vouchers,
as applicable), yoga and pilates classes, team retreats, a
varied library, a fully equipped kitchen, meal vouchers and
other benefits.
Furthermore, to help drive even greater employee
satisfaction, the Group provides gifts and merchandise to its
employees worldwide to celebrate such events as public
holidays, birthdays, weddings and parenthood. The Group
also holds annual employee events, with various
departments arranging regular ‘family days’ and team
events across its global operations. There were no employee
fatalities in FY 2023, nor in any of the prior two fiscal years.
The Group’s approach to equal
opportunity, protecting human rights
and employee diversity
Plus500 is committed to maintaining high ethical standards
and protecting human rights across its operations and
supply chain. The Company’s Human Rights and Modern
Slavery Statement pursuant to Section 54 of the UK Modern
Slavery Act 2015, can be found on the Company’s website. In
FY 2023, the Group continued to monitor and track potential
human rights and modern slavery issues, as part of its overall
compliance risk management programme. There were no
incidences of modern slavery or human rights abuses
across the Group’s operations. The Group has not carried out
any major redundancy programmes (defined as more than
10% of the Group’s workforce) in the last three fiscal years.
The Group is committed to equal opportunity in
employment and to creating, managing, valuing and
promoting diversity and eliminating discrimination in its
workforce. The Group maintains an Equality, Diversity and
Inclusion Policy with respect to candidate selection
processes, hiring, promotion, compensation, training and
assignment of responsibilities, termination or any other
aspect of the employment relationship.
ESG APPROACH CONTINUED
Plus500 Ltd. 2023 Annual Report | 32
Strategic Report | Governance | Financial Statements
The Group is also committed to equality and fairness to all
and does not provide less favourable facilities or treatment
on the grounds of characteristics such as age, disability,
gender, gender reassignment, marriage and civil
partnership, pregnancy or maternity, race, ethnic origin,
colour, nationality, national origin, religion or belief, sex or
sexual orientation, educational, professional, cultural and
socio-economic backgrounds, political opinion, sensitive
medical conditions and trade union membership.
Plus500’s people come from diverse backgrounds and the
Group ensures that all employees, both prospective and
current, are given access to equal opportunities. All
employees, whether they are part-time, full-time or
temporary, are treated fairly and with respect.
The Group is committed to achieving the purpose of its
Equality, Diversity and Inclusion Policy by:
+ Creating a secure and positive working environment:
- free of bullying, harassment, victimisation and unlawful
discrimination in which individual differences and the
contributions of all staff are recognised and valued;
- that promotes, and encourages all staff to treat
everyone with dignity and respect; and
- that promotes equality, diversity and inclusion. This
includes training managers and all other staff about
their rights and responsibilities under this policy
throughout the period of their employment;
+ Not tolerating, and taking seriously, complaints of any
form of intimidation, bullying, harassment, victimisation or
unlawful discrimination by staff, customers, suppliers,
visitors, the public and any others in the course of the
Group’s work activities and to take appropriate action
where breaches of this policy arise;
+ Making training, development and progression
opportunities available to all staff, who will be helped and
encouraged to develop their full potential, so their talents
and resources can be fully utilised to maximise the
efficiency of the organisation;
+ Encouraging anyone who feels they have been subject to
any form of discrimination raised in this policy, or
otherwise, to raise their concerns in a timely manner so
the Group can take appropriate action; and
+ Reviewing the Group’s employment practices and
procedures when necessary to ensure fairness is
maintained at all times and to ensure that they take
account of any changes in any relevant local law.
The Equality, Diversity and Inclusion Policy is monitored and
reviewed annually by the Board, with the assistance of the
Nomination Committee and the ESG Committee, to ensure
that equality, diversity and inclusion are continually
promoted in the workplace.
The Group’s organisational culture and mindset has helped to
drive employee attraction and retention and has ultimately
led to the Group’s innovation and technological excellence.
More information on the Equality, Diversity and Inclusion
Policy can be found on page 72 of this Annual Report. This
policy can also be found on the Company’s website.
47%
53%
Female
Male
569 employees
as at 31 December 2023
Gender equality:
all employees
Gender equality
The Group is committed to the progression of its talented
women, with female representation across the Group
remaining relatively strong.
Plus500 believes that diversity across the Board and the
Group is an important element in maintaining competitive
advantage and effective governance, as well as mitigating
the risk of a “group think” culture.
The table below details gender representation as at 31
December 2023. It is noted that, as at the date of this Annual
Report, female representation on the Board comprised 43%.
FEMALE MALE TOTAL
Board
1
2 (33%) 4 (67%) 6
Senior management
2
16 (40%) 24 (60%) 40
All employees 268 (47%) 301 (53%) 569
1
Ms. Sigalia Heifetz passed away on 30 December 2023. Ms. Anne Grim
re-joined the Board on 8 January 2024. As at the date of this Annual
Report, female representation on the Board comprises 43% (three
female Directors out of seven Directors).
2
Senior management includes executive management and the first
layer of management below.
Plus500 Ltd. 2023 Annual Report
| 33
Strategic Report | Governance | Financial Statements
Reporting table on sex/gender representation (as at 31 December 2023)
FEMALE MALE
OTHER
CATEGORIES
Number of Board members
1
2 4 0
Percentage of the Board 33% 67% 0
Number of senior positions on the Board (CEO, CFO, SID, and Chair) 1 3 0
Number in Executive Management
2
1 7 0
Percentage of Executive Management 13% 87% 0
1
Ms. Sigalia Heifetz passed away on 30 December 2023. Ms. Anne Grim re-joined the Board on 8 January 2024. As at the date of this Annual Report,
female representation on the Board comprised 43% (three female Directors out of seven Directors).
2
This includes two Executive Directors who were also counted as part of the Board members.
Ethnicity representation (as at 31 December 2023)
Reporting table on ethnicity representation
NUMBER
OF BOARD
MEMBERS
PERCENTAGE OF
THE BOARD
NUMBER
OF SENIOR
POSITIONS ON
THE BOARD
(CEO, CFO, SID,
AND CHAIR)
NUMBER IN
EXECUTIVE
MANAGEMENT
1
PERCENTAGE
OF EXECUTIVE
MANAGEMENT
White British or other White
(including minority-White groups) 4 67% 2 4 50%
Mixed/Multiple Ethnic Groups 2 33% 2 3 37%
Asian/Asian British 0 0 0 0 0
Black/African/Caribbean/Black British 0 0 0 0 0
Other ethnic group, including Arab 0 0 0 1 13%
Not specified/prefer not to say 0 0 0 0 0
1
This includes two Executive Directors who were also counted as part of the Board members.
ESG APPROACH CONTINUED
Plus500 Ltd. 2023 Annual Report | 34
Strategic Report | Governance | Financial Statements
Cyber security
Ensuring the Group’s technology remains highly secure and
resistant to privacy breaches, especially regarding
operational personal information and data, is a key priority
for Plus500.
The Group’s Head of Cyber Security, reporting to the Chief
Technology Officer, manages and oversees the
organisation’s information security programme, developing
and implementing a comprehensive security strategy,
managing risks, ensuring compliance with relevant
regulations and standards, and fostering a robust
security culture.
Rigorous systems and processes, established in the
organisation, have resulted in no security or data breaches
in FY 2023 nor in the previous two fiscal years.
The Group’s production environment is hosted by a third-
party supplier that adheres to the highest security standards,
including ISO/IEC 27001 for Information Security Management
and SOC 1-3, demonstrating a strong commitment to
operational security.
Data protection
Plus500 maintains a data protection policy which, among
others, outlines the data retention practices which aim to
ensure that: (i) access permissions, inter alia, to personal
data, are granted in a restricted manner to personnel on a
need to know basis, as well as being periodically monitored;
and (ii) personal data is retained for as long as required for
the purpose of its processing or during any applicable
statutory retention period, and is subsequently erased
without undue delay.
Moreover, the Company implements appropriate technical
and organisational measures to ensure the security of
processed personal data and to protect such data against
any accidental or unlawful destruction or loss, alteration,
unauthorised disclosure or access.
Plus500 has a formal incident response procedure which
has several steps, including reporting, analysing, responding
and reviewing any data breaches that might occur. The
Group maintains various data protection procedures,
including endpoint protection, network segregation and user
access reviews.
Systems infrastructure
Maintaining a robust systems infrastructure with embedded
risk management, high scalability, availability and resilience,
remains crucial to ensure that Plus500’s customers receive a
consistent high level of service.
This commitment is further reinforced by the Company’s
continued investment in the development of its technology.
The Company actively invests in transforming its systems
architecture to further embrace cloud-native principles,
fostering agility, scalability and efficiency to align with
evolving customer requirements and industry best practices.
The strength of the Company’s systems has ensured that its
platforms consistently deliver the required capacity to
support significant volumes of activity.
Anti-bribery and corruption
As a company listed on the Main Market of the London Stock
Exchange, Plus500 is subject to the UK Bribery Act 2010 and,
as a company incorporated in Israel, it is also subject to anti-
bribery and anti-corruption regulation under applicable
Israeli law.
Plus500 operates a zero-tolerance approach to bribery and
corruption. The Group’s Anti-Bribery Policy aims to ensure it
conducts all business in an honest and ethical manner while
acting professionally and fairly with integrity in business
dealings and relationships.
This policy applies to all individuals working for the Group, at
all levels and grades, as well as consultants, contractors,
trainees, seconded staff, homeworkers, casual workers
and agency staff, volunteers, interns, agents, sponsors, or
any other person associated with Plus500, or any of
its subsidiaries or their employees, wherever located. This
policy covers:
+ Bribes;
+ Gifts, hospitality and expenses;
+ Facilitation payments;
+ Third-party suppliers or agents;
+ Client entertainment and benefits;
+ Money laundering;
+ Obstruction of justice;
+ Political contributions; and
+ Charitable contributions.
The prevention, detection and reporting of bribery and other
forms of corruption are the responsibility of all employees of
the Group. All individuals are required to avoid any activity
that might lead to, or suggest, a breach of this policy and to
raise any concern, should they have any, to the Company
Secretary, who shall keep these concerns strictly confidential.
Internal control systems and procedures are subject to
regular audits to provide assurance that they are effective in
countering bribery and corruption.
Training on the Anti-Bribery Policy forms part of the
introduction process for all of the Group’s new recruits. All of
the Group’s employees receive relevant training on how to
implement and adhere to all aspects of the policy.
The Anti-Bribery Policy and its implementation is reviewed
on a regular basis, and annually at Board level, to ensure
that Plus500 conducts all of its business in an honest and
ethical manner.
Plus500 Ltd. 2023 Annual Report | 35
Strategic Report | Governance | Financial Statements
Plus500 prohibits contributions, whether in cash or in kind,
and involvement of any kind in support of any political
parties or candidates. In addition, in order to avoid any
criminal offence and to protect the Group’s reputation, it is
important that the Group does not become involved with
third-party criminal activities. To this end, the Group
continues to ensure that it does not receive funds relating to
criminal activities which could be associated with money
laundering (the activity of taking the proceeds of criminal
activity and disguising the origin, identity and destination of
this illicit money through a series of transactions).
Plus500’s donations
As a global group, Plus500 has made a decision to create a
framework for making charitable donations worldwide, both
monetary and in-kind. Plus500’s Donations Committee
comprises of workforce volunteers, which oversee the
planning and performance of relevant activities, with
meetings occurring on a quarterly basis. The Group CEO and
the Chief People Officer are both members of this
Committee, and it is chaired by the Group CEO.
During FY 2023, supervised by the Group’s Donations
Committee, the Group made cash donations to various
community projects and non-profit organisations in Israel,
Cyprus, Bulgaria, the US and the Seychelles, including to
women and children at risk, children and adults with special
needs, students with financial difficulties as well as to a youth
support programme and a number of education support
ESG APPROACH CONTINUED
and enrichment programmes for deprived and vulnerable
children in local communities. In addition, the Group donated
IT equipment and clothing to various charities and local
community initiatives.
Community engagement
and philanthropy
The Group encourages its people to get involved and
contribute in their local communities. Workforce social
initiatives are supported by Plus500’s Donations Committee.
Plus500 fosters community engagement activities
worldwide, which not only contribute to a better society but
also deepen employees’ pride in Plus500.
The Group aims to continue to carry out its recent employee-
volunteer community initiatives during paid working hours in
the local communities in which it operates, and to expand
the level of in-kind contributions.
Plus500 maintains strategic partnerships and alliances with
community partners, such as the on-going collaboration
with top-tier academic institutions like the ‘Technion – Israel
Institute of Technology’, participating in innovation and
entrepreneurship initiatives.
Strategic Report | Governance | Financial Statements
Plus500 Ltd. 2023 Annual Report | 36
REPORT ON THE TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD)
MINIMISING OUR
ENVIRONMENTAL IMPACT
The Group is committed to managing its environmental
impact, which results from the energy usage relating to the
maintenance of the Group’s IT infrastructure and the
operation of its network of offices around the world. As a
technology business, Plus500 does not carry out any
industrial activity, is not involved in anything which would
emit environmentally harmful substances and has a
relatively low environmental impact. However, the Group
aims to ensure that it conducts appropriate and necessary
actions to minimise the impact of its infrastructure and
operations on the environment, with commitments to:
+ Protect the environment;
+ Reduce waste, as well as water, energy and resource use;
+ Monitor the Group’s environmental performance;
+ Provide environmental training for employees; and
+ Ensure that office services are sourced from providers
that share these commitments.
Plus500 received no environmental fines or penalties in FY
2023, nor in the prior two fiscal years.
Emissions reporting
The tables on page 39 outline the Group’s energy and
emissions output over the last two years, particularly in
relation to Scope 2 emissions, which have been calculated
using a location-based calculation method based on the
Greenhouse Gas Protocol (the Group does not emit any
Scope 1 emissions, given the nature of its business).
The two factors within the Group’s business with the most
significant potential environmental impact, in relation to
emissions, are:
+ The maintenance of Plus500’s technology infrastructure,
in particular the management of the various data centres
and servers that are owned or leased by the Group
around the world; and
+ The Group’s global office network.
In FY 2023, electricity consumption and expenditure
increased compared to FY 2022 mainly due to the expansion
of the Group, resulting in a higher number of employees and
offices around the world, and the growth of the business.
The Group has made a commitment of becoming carbon
negative and net zero for Scope 1 and Scope 2 emissions by
2030. This commitment will be supported by a number of
activities, including looking for opportunities to improve the
efficiency and performance of its servers and third-party
data centres. The Group continues to investigate ways to
measure its Scope 3 emissions and, when finalised, the
Group will report on these Scope 3 emissions, including
them in future disclosure and, potentially, incorporating
them into the Group’s emissions targets. The Group is also
making strides in reducing its direct emissions by shifting
from data centres to the cloud, and is actively working on
strategies to reduce the impact this shift to the cloud has on
its Scope 3 emissions.
Plus500 will continue the dialogue with its key suppliers in
relation to its Scope 3 emissions and as part of its vendor
management process will stress the importance of working
with vendors that are managing their environmental impact.
The Group has adopted an Environmental Policy, which can
be found on the Company’s website.
The following pages cover Plus500’s governance of climate
change, the integration with overall risk management,
strategy in managing climate-related issues and
opportunities, and the metrics to measure progress towards
our targets, in recognition of the requirement for mandatory
climate-related disclosures arising from the Companies
(Strategic Report) (Climate-related Financial Disclosure)
Regulations 2022, as well as FCA Listing Rule 9.8.6R(8). Below,
we have set out our climate-related financial disclosures,
consistent with the TCFD recommendations and
recommended disclosures as detailed in the
‘Recommendations of the Task Force on Climate-related
Financial Disclosures’, 2017, with use of additional guidance
from ‘Implementing the Recommendations of the Task Force
on Climate-Related Financial Disclosures’, 2021.
The Group has a net zero target for Scope 1 and Scope 2
emissions by 2030 or earlier. In turn, the Group recognises the
requirement to develop a transition plan inclusive of value
chain emissions, consistent with the UK Government’s net
zero commitment by 2050, but the Group has yet to fully
quantify its Scope 3 emissions.
Governance
Board level
The Board has overall responsibility for climate change
management, including oversight of climate-related risks
and opportunities, as with all matters which impact the
strategy, risk management, vision and direction of the Group.
ESG matters, including climate change, are discussed more
than once a year at Board meetings and the Board receives
training on sustainability issues that have the potential to
impact the businesses, whenever necessary.
The Board is supported and informed on climate-related
issues via the ESG Committee, which ensures that any
potential impacts of climate change are incorporated into
the review of Group strategy, business plans and risk
management. The ESG Committee was established in 2020
and is chaired by Steve Baldwin, an Independent Non-
Executive Director. The ESG Committee monitors progress
against the Group’s ESG approach and priority areas, and is
responsible for externally reporting these elements.
The ESG Committee meets at least twice a year, as outlined
in the ESG Committee Terms of Reference, and provides
updates to the Board at least annually. In FY 2023, the ESG
Committee met three times.
Progress against the Group’s net zero targets and its climate-
related risks and opportunities is monitored and overseen by
the Board, based on information (progress and metrics as
outlined below) received from the ESG Committee.
Plus500 Ltd. 2023 Annual Report | 37
Strategic Report | Governance | Financial Statements
Management level
As a member of Plus500’s ESG Committee, David Zruia, the
Group CEO, is responsible for management-level climate
change oversight. The ESG Committee receives input from
executive management but is predominantly supported by
the Company’s internal ESG working group. The ESG working
group was established in 2021 to assist the ESG Committee in
monitoring and reviewing ESG risks and opportunities. The
ESG working group comprises the Company Secretary and
Head of Investor Relations, who work with a specialist ESG
consultancy for external guidance.
The ESG Committee receives reports on ESG risks, including
climate-related risks, identified through the Group’s Risk
Management Framework and, with support from the ESG
working group, determines the nature and potential impact
of climate-related risks and opportunities facing the Group
in achieving its purpose and strategic objectives. The ESG
Committee subsequently advises the Board, when
necessary, on current and future strategies regarding
climate-related risks and opportunities.
Risk management
Plus500’s climate-related risk management is integrated
into the Group’s overall Risk Management Framework. All
climate-related risks are assessed in the same manner as
other Group risks, so that their relative significance is
comparable. The Group’s Risk Register categorises all
existing and emerging risks, including climate-related risks,
with the register covering the likelihood of the risk occurring
and the degree of the potential impact. Climate-related risks
and opportunities relevant to the Group were identified with
the help of external consultants, CEN-ESG, in collaboration
with senior management. All risks are assessed on a 5x5
matrix incorporating an assessment of both impact and
likelihood, which allows for the prioritisation of risks.
Risk impact (materiality) is defined by the table on page 39.
Risk likelihood is defined under five categories: Slight, Not
Likely, Likely, Highly Likely and Expected.
Risk mitigation factors for all risks, including climate-related,
are included in the Risk Register and this combined view
determines the approach for managing climate-related risks
(e.g., mitigation, accept or control). ESG-related risks are
reviewed annually to reflect new and developing areas in the
operating environment which might impact business strategy
and include the on-going refinement and quantification of
risks over time. Internally, the cost of mitigation is described
(where possible) along with an explanation of how this is
derived. The Regulatory & Risk Committee meets at least three
times a year, with all Board members receiving risk and
compliance reports on a monthly basis.
REPORT ON THE TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD)
CONTINUED
Strategy
Time horizons for the climate-related risk assessment have
been chosen on the basis that they encompass our
emissions reduction targets and as climate change impacts
tend to materialise in the longer term; short- (0 to 3 years),
medium- (2026-2030), or long-term (2031-2040). Climate
change has had observable effects on the environment and
at Plus500 we realise climate change may present both risks
and opportunities to the business.
As an asset-light technological business, Plus500’s overall
climate risk exposure is limited. For example, our only
potential physical risk exposure identified using a geo-
spatial tool (flood risk in Haifa, Israel) is considered to be
extremely limited and very unlikely in reality, and is mitigated
by established home working procedures and insurance
recovery in the event of natural disasters. Transition risks were
analysed but deemed limited.
The Group has used scenario analysis to improve
understanding of how different climate outcomes may
affect the behaviour of risks, and thereby improve the
resilience of the business to climate change. Three climate-
related scenarios have been selected, looking forward to our
long-term time horizon of 2040:
+ Net Zero 2050 (NZE)
1
outlining a pathway for the global
energy sector to achieve net zero CO
2
emissions by 2050,
which limits the global temperature rise to 1.5°C by 2100,
with 50% probability. This scenario is included as it informs
decarbonisation pathways used by the Science-Based
Targets initiative (“SBTi”).
+ Stated Policies (STEPS)
1
outlining a combination of physical
and transitions risk impacts as temperatures rise by 2.5°C
by 2100, with 50% probability. This scenario is included as it
represents a midway path with the trajectory implied by
today’s policy settings.
+ RCP 8.5
2
where global temperatures rise between 4.1-
4.8°C by 2100. This scenario is included for its extreme
physical climate risks as the global response to mitigating
climate change is limited.
The Group has analysed and quantified how each climate-
related risk and opportunity behaves under the three
scenarios in line with definitions for risk impact outlined
above. When taken in aggregate, the conclusion is that the
Group’s exposure, risk mitigation strategies, strategy,
disclosure and net zero ambition provide financial resilience
and strategic robustness to climate change with the Group’s
overall climate-related risk exposure being “Minor”. A
fundamental change to the business strategy or financial
planning resulting from the impact of climate change is not
likely to be required through to 2040 and there are no effects
of climate-related matters reflected in judgements and
estimates applied in the financial statements as a result. The
Group will continue to develop this analysis as new data is
made available both internally and externally and the Group
will continue to monitor climate exposures and action plans
through the Group’s risk management framework. The
opportunities identified continue to be developed in line with
the Company’s strategy and objectives.
1
IEA (2023), “World Energy Outlook 2023”, IEA, Paris.
2
IPCC, 2014: “Climate Change 2014: Synthesis Report. Contribution of Working Groups I, II and III to the Fifth Assessment Report of the
Intergovernmental Panel on Climate Change”.
Plus500 Ltd. 2023 Annual Report
| 38
Strategic Report | Governance | Financial Statements
Emissions table
FY 2023 FY 2022
ENERGY CONSUMPTION (KWH) UK
GLOBAL
(EXCL UK)
GROUP
TOTAL UK
GLOBAL
(EXCL UK)
GROUP
TOTAL
Total Group energy consumption (kWh) 25,639 732,195 757,834 40,354 687,320 727,674
FY 2023 FY 2022
GHG EMISSIONS (TCO
2
E) UK
GLOBAL
(EXCL UK)
GROUP
TOTAL UK
GLOBAL
(EXCL UK)
GROUP
TOTAL
Total Scope 1 (tCO
2
e) 0 0 0 0 0 0
Total Scope 2 (tCO
2
e) 5.3 331.0 336.3 7.8 292.1 299.9
Total Scope 1 & 2 (tCO
2
e) 5.3 331.0 336.3 7.8 292.1 299.9
Intensity measure (Group turnover $m) 726.2 832.6
GHG Emissions Intensity Ratio (per
Group turnover $m) 0.46 0.36
Climate risk impact
IMPACT MINOR LOW MEDIUM HIGH CRITICAL
Financial impact X < $9m
1% from cash
$9m < X < $20m $20m < X < $35m $35m < X < $50m 15% from
EBITDA ($51m)
or 10% from
cash ($91m)
Strategic Report | Governance | Financial Statements
Plus500 Ltd. 2023 Annual Report | 39
REPORT ON THE TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD)
CONTINUED
Risks
Two key climate-related risks have been identified:
1. Risk to Plus500 not meeting its Scope 1 and 2 Net Zero
and Carbon Negative Targets
Plus500 has clear targets associated with climate change
and a continual obligation to report to external stakeholders
to provide evidence of the Group’s on-going commitment to
this area. However, some aspects of the delivery against this
plan are reliant on third parties. At present the only source of
operational emissions for the Group are within Scope 2
(electricity purchased), where the ability to decarbonise
electricity supply may be hindered by the pace of renewable
energy adoption by the Group offices’ landlords. The
location of some sites may have more limited options for
renewable energy. Failure to meet the defined net zero
targets may cause reputational damage, dissuade
potential investors, or result in greater costs due to the
introduction of carbon pricing.
Assuming the successful completion of the Group’s near-
term target of reducing Scope 1 and 2 emissions to net zero
by 2030, the risk presented by potential carbon prices on our
residual emissions under all time periods and all scenarios is
“Minor”. The Group typically operates with short-term leases,
making it feasible to move operations in areas where it is
difficult to find renewable energy contracts with landlords.
SCENARIO
PLUS500 SCOPE 2 RESIDUAL
EMISSIONS (TCO
2
E)
2023 2030 2040
STEPS
No internal action (grid
decarbonisation only) 336.3 237.9 147.8
Net Zero by 2030 336.3 0 0
NZE No internal action (grid
decarbonisation only) 336.3 156.1 5.1
Net Zero by 2030 336.3 0 0
2. Carbon pricing in the value chain
The cost of carbon and the number of countries adopting
carbon price mechanisms is expected to rise as businesses
are made more accountable for their energy use and
carbon emissions. If Plus500’s suppliers come under carbon
pricing mechanisms this could result in suppliers passing on
the added cost from the carbon tax. The following table
shows the International Energy Agency’s (IEA) forecasts for
carbon pricing under NZE and STEPS scenarios. While
quantification is reliant on a full Scope 3 footprint analysis,
Plus500’s current assessment of this risk is “Minor”.
CARBON PRICE ESTIMATES (US$/T)
Scenario – STEPS 2030 2040
EU* 120 129
Scenario – NZE
2030 2040
EU* 140 205
* Used as Global estimate.
Identified key climate-related risks
RISK 1. RISK TO PLUS500 NOT MEETING SCOPE 1 AND 2
NET ZERO AND CARBON NEGATIVE TARGETS
2. CARBON PRICING IN
THE VALUE CHAIN
Type Transition (market and reputation) Transition (current and emerging
regulation)
Area Own operations Upstream
Primary potential financial impact Potential impact on revenue and/or
cost of capital
Higher costs associated with energy
and other inputs
Time horizon Medium/Long-term Medium term
Likelihood Not likely Highly likely
Impact Minor Minor
Location or service most impacted Group Purchased goods and services
Plus500 Ltd. 2023 Annual Report | 40
Strategic Report | Governance | Financial Statements
1. Energy savings
Decreasing energy consumption and increased energy
efficiency may decrease outgoing costs, contribute to our
net zero target and mitigate against any future carbon
pricing. This will have the emergent benefit of further
mitigating the impact of Risk 1 outlined on page 40. As the
Group’s offices are leased, the strategy to realise this
opportunity will partly involve engagement with landlords to
introduce energy saving measures. Implementing best
practice in energy management in current offices will also
be a factor in reducing consumption. In March 2024, the
Group’s HQ office in Haifa moved to a new office location in a
sustainable and innovative building. The new building is LEED
certified. LEED (Leadership in Energy and Environmental
Design) is the world’s most widely used green building rating
system. LEED certification provides a framework for healthy,
highly efficient, and cost-saving green buildings, which offer
environmental, social and governance benefits. LEED
certification is a globally recognised symbol of sustainability
achievement. Moving to the new office premises
demonstrates Plus500’s continued efforts to drive energy
efficiency and environmental design.
2. Renewable energy
Transitioning to renewable energy sources (self-generation,
power purchase agreements or Renewable Energy
Certificates (RECs)) can help in reducing market-based
Scope 2 emissions to zero. As office locations are not owned,
the most likely routes for the Group are to negotiate with
landlords for the supply of renewable energy or to utilise
RECs. Given the typically short-term nature of the Group’s
leases and energy requirements of a services-based
business, investment in self-generation would likely
be unfeasible.
Metrics and targets
Plus500 has a clear target to be net zero for Scope 1 and
Scope 2 emissions by 2030 or earlier, which is ahead of the UK
government’s commitment to net zero by 2050 and which
brings plans for our operating emissions within the science-
based pathway of limiting global warming to 1.5°C. The
Group reports its Scope 1 and Scope 2 greenhouse gas
emissions, calculated in line with the Greenhouse Gas
Protocol and discloses total energy consumption. In line with
the risk and opportunities identified, the Group has also
initiated an internal reporting process to understand the
proportion of global electricity from renewable sources.
While acknowledging the TCFD recommendations to
integrate an internal carbon price into Group processes, the
risk assessment process has highlighted that at this point,
climate-related risks are financially immaterial to Plus500
and therefore deemed unnecessary to implement. However,
it may be used in assessing any future large capital
expenditure and investment activities.
Additional metrics that monitor the climate-related risks and
opportunities, such as upstream and downstream Scope 3
emissions, are being considered for future reporting.
Opportunities
Two key climate-related opportunities have been identified:
OPPORTUNITY 1. ENERGY SAVINGS 2. RENEWABLE ENERGY
Type Resource efficiency Energy source
Primary potential financial impact Decreased costs Decreased costs
Time horizon Medium term Medium term
Likelihood Highly likely Expected
Impact Minor Minor
Location Group Group
KPI Total Group energy consumption (kWh) Proportion of global electricity from
renewable sources (%)
Strategic Report | Governance | Financial Statements
Plus500 Ltd. 2023 Annual Report | 41
GROUP CHIEF FINANCIAL OFFICER REVIEW
PLUS500 CONTINUES TO GENERATE
GROWTH & ATTRACTIVE RETURNS
“Plus500 delivered further strategic
and operational progress during
FY 2023. This was enabled by our
technological expertise, robust
financial position and consistent
execution against our strategic
roadmap in existing and new markets,
both organically and inorganically.”
Elad Even-Chen
Group Chief Financial Officer
$726.2M
Revenue
(FY 2022: $832.6m)
$340.5M
EBITDA
(FY 2022: $453.8m)
47%
EBITDA margin
(FY 2022: 55%)
99%
Operating cash conversion
(FY 2022: 112%)
FY 2023 was another strong year for Plus500 and I am
pleased with the progress we made across our strategic
objectives. Plus500 has established a strong track record of
consistently delivering strategic progress and value for its
shareholders. This track record of consistent delivery, and a
robust financial position, provided the foundation for another
year of strategic, operational and financial progress.
Plus500 has a lean and flexible cost base which is
predominantly weighted to variable costs. In addition, since
inception, Plus500 has held no debt or loans on its balance
sheet. This financially responsible culture enables Plus500 to
focus on strategic investments, maintaining its strong
financial profile and, ultimately, generating attractive returns
for its shareholders .
Business development
In FY 2023, Plus500 continued to make good progress with
the development of its activities in new markets, such as the
high-growth market of the UAE. In recent years, the Group
has entered the US and the Japanese markets via bolt-on
acquisitions and Plus500 continues to see significant
opportunities for growth in these markets.
In the US futures market, the Group secured additional
clearing and industry memberships for its B2B (Institutional)
business. These included a clearing membership of Eurex
Clearing AG (obtained in January 2024), the clearing house for
the entire suite of products traded at Eurex Exchange, the
leading European derivatives exchange. It also secured a
primary membership of the Futures Industry Association (FIA),
the leading global trade organisation for futures, options and
centrally cleared derivatives. The Group has already secured
full clearing memberships with the CME Group Exchanges, as
well as the Minneapolis Grain Exchange (MGEX).
Plus500 Ltd. 2023 Annual Report | 42
Strategic Report | Governance | Financial Statements
In February 2023, the Group obtained a regulatory licence in
the high-growth market of the UAE. This is a key strategic
market for Plus500 and we look forward to welcoming more
customers to our platform in the UAE over time. In addition,
the Group obtained a regulatory licence from the Securities
Commission of the Bahamas (SCB) in July 2023. These new
additions take the Group’s total number of regulatory
licences to 13. The Group’s portfolio of regulatory licences
continues to serve as a real competitive advantage and is a
source of inherent value for Plus500, both in a monetary and
operational sense.
During FY 2023, the Group continued to invest in expanding
its existing operations and deepening its customer retention
efforts. Plus500 rolled out AI and big-data models to develop
new retention technologies supported by enhanced
customer engagement methodologies. As a result, customer
retention has improved in recent years, highlighting the
increasing loyalty of its customers and their confidence in
the Plus500 trading platforms.
Revenue, EBITDA, net profit and earnings
per share
Revenue in FY 2023 was $726.2m (FY 2022: $832.6m), comprising
trading income of $674.3m and interest income of $51.9m.
EBITDA for FY 2023 was $340.5m (FY 2022: $453.8m) with an
EBITDA margin of 47% (FY 2022: 55%). This robust performance in
FY 2023 was achieved despite lower levels of trading activity
seen across the global financial markets during the year. Net
profit in FY 2023 was $271.4m (FY 2022: $370.4m) and basic
earnings per share was $3.17 (FY 2022: $3.81).
Cost base
The Group’s cost base continues to be positively weighted
towards variable costs during FY 2023. This enables the
Group to retain flexibility, while investing in its long-term
technological capabilities, and to protect its margins. For FY
2023, 70% of the Group’s costs were variable (FY 2022: 70%).
Total SG&A expenses were $389.8m during FY 2023 (FY 2022:
$382.2m). The main elements were marketing technological
investments of $135.4m (FY 2022: $157.8m), payment
processing costs of $40.0m (FY 2022: $44.9m), employee
benefits and other related expenses of $94.3m (FY 2022:
$80.9m) and commissions and fees of $31.2m (FY 2022: $17.0m).
Plus500 remains well positioned to deliver
attractive and sustainable shareholder
returns, enabled by its market-leading
proprietary technology, financial strength
and strategic growth plan.
Investing to attract and retain higher
value customers
Plus500 continued to invest in strategic markets and
products to attract higher value customers during FY 2023.
As a result, AUAC was $1,489 in FY 2023 (FY 2022: $1,481). The
Group continues to expect that AUAC will rise steadily over
time, as the customer profile evolves towards higher value,
long-term customers and as it attracts customers to new
trading products and in new geographies. Plus500’s
technological marketing capabilities are the ones to enable
the Group to lead the online mobile space and to provide
long-term returns on investments.
Reflecting this focus on customer values and retention
efforts, customer longevity has increased significantly
in recent years. In FY 2023, 88% of OTC revenue was derived
from customers trading with Plus500 for more than a
year, 59% for more than three years and 29% for more
than five years. For context, in FY 2018, just 8% of OTC revenue
was derived from customers who had been trading with
Plus500 for more than five years, which illustrates the
significant progress the Group has made in improving
customer relationships.
Net financial expenses (income)
Net financial expenses (income) were $0.2m in FY 2023 (FY
2022: ($23.9m)), driven by FX gains and losses as the Group
manages its exposure to a range of operating currencies
versus the US dollar. A substantial portion of the Group’s cash
is held in US dollars in order to reduce the impact of currency
movements on financial expenses over time.
Corporate tax
The Company’s status as a Preferred Technological
Enterprise (“PTE”), as accredited by the Israeli Tax Authority
(“ITA”) under the tax regime in Israel, was extended for the
financial years 2022, 2023, 2024, 2025 and 2026, subject to the
Company complying with the conditions of the Law for the
Encouragement of Capital Investments, 5719-1959
(“Investment Law”). Consequently, the Company’s corporate
tax rate for each of these years will be reduced from 23% to
12% and the withholding tax rate applicable for dividends will
be reduced from 25% to 20%. For further information, see
notes 3 and 10 to the Consolidated Financial Statements.
Balance sheet and cash generation
As of 31 December 2023, total assets on the Group’s
balance sheet were $1,004.7m (FY 2022: $1,010.0m), with
equity of $699.8m, representing approximately 70% of the
balance sheet.
The Group has remained debt-free since inception, and had
a cash and cash equivalents balance at the end of FY 2023
of $906.7m (FY 2022: $930.2m).
This robust financial position is supported on an on-going
basis by the Group’s technology-enabled business model
and lean cost base which allows the Group to invest in its
people and its capabilities with a focus on medium to long-
term returns.
Plus500 Ltd. 2023 Annual Report | 43
Strategic Report | Governance | Financial Statements
Group Tax Policy
Shareholder returns
Since its IPO in 2013, Plus500 has returned approximately $2.1
billion to shareholders, including those announced in
February 2024, through dividends and share buybacks.
The Company’s shareholder returns policy is to return at
least 50% of net profits to shareholders through share
buyback programmes and dividends on a half-yearly basis,
with at least 50% of this distribution being made by way of
share buybacks. The Board will also consider executing
special share buybacks, or other distributions, on a half-
yearly basis, dependent on fiscal year results as well as on
investment and growth opportunities. This shareholder
returns policy applies to net profits on a half-yearly basis and
is based on a 23% corporate tax rate, for both interim and
final distributions.
The Company returned $365.1m to shareholders during FY
2023, comprising $275.3m in share buybacks and $89.8m
in dividends.
Plus500 announced additional shareholder returns of $175.0m
in February 2024, comprising share buyback programmes of
$100.0m and total dividends of $75.0m. Within the $100.0m
share buyback programme, there is a final buyback
programme of $31.0m and a special buyback programme of
$69.0m. These programmes commenced following the
completion of the previous share buyback programme of
$60.0m, which was announced on 14 August 2023.
Within the $75.0m of additional dividends there is a final
dividend of $31.0m, representing $0.3911 per share, and a
special dividend of $44.0m, representing $0.5551 per share,
equating to a total dividend per share of $0.9462. The final
and special dividends had an ex-dividend date of 29
February 2024, with a record date of 1 March 2024, and a
payment date of 11 July 2024. These new shareholder returns
further emphasise the Board’s continued confidence in the
prospects for Plus500 and reflect the robust financial position
of the Group. Total dividends paid during 2023 amounted to
$89.8m, representing $1.0578 per share.
Presentation of currencies
The Consolidated Financial Statements are presented in US
dollars, which is the Group’s functional and presentation
currency. Foreign currency transactions and balances in
currencies different from the US dollar are translated into the
US dollar using the exchange rates prevailing on the dates of
the transactions or at the balance sheet date.
GROUP CHIEF FINANCIAL OFFICER REVIEW CONTINUED
Elad Even-Chen
Group Chief Financial Officer
29 March 2024
The Group actively seeks to comply with both the spirit
and the letter of all relevant taxation laws and
regulations where it operates, and it is committed to a
transparent and open approach to reporting on tax. The
Group’s policy is to file all tax returns on time, and to pay
tax as it falls due. The Group has a low risk tolerance for
uncertain tax positions in the jurisdictions in which it
operates and does not undertake any aggressive or
unreasonable tax planning schemes for the purpose of
tax avoidance, and broadly aims to align tax payments
to revenue generation. The Group does not knowingly
help others avoid their tax obligations.
During FY 2020, Plus500 Ltd. became one of the first
companies to receive approval from both the ITA and
the Israeli Innovation Authority (“IIA”) under the new tax
regime in Israel, recognising the Company as a PTE and
as “an enterprise which promotes innovation”. At the
beginning of July 2020, Plus500 Ltd. received an
approval from the IIA that, together with the tax ruling
received from the ITA in May 2019, recognises Plus500
Ltd. as a PTE. In January 2022, the Company’s status as a
PTE, as accredited by the ITA under the tax regime in
Israel, was extended for the financial years 2022, 2023,
2024, 2025 and 2026. Consequently, the Company’s
corporate tax rate for each of these years will be
reduced from 23% to 12% and the withholding tax rate
applicable for dividends will be reduced from 25% to
20% subject to the Company complying with the
conditions of the Investment Law. Also see note 3 and
note 10 to the Consolidated Financial Statements.
All intra-Group transactions are required to be priced on
an arm’s-length basis in accordance with the Group’s
internal transfer pricing policies which reflect
internationally accepted transfer pricing standards and
local tax laws, which are also approved by leading
international accounting firms. Taxation is a regular
agenda item for the Audit Committee, which meets at
least four times a year, and reports to the Board. Tax
compliance risks are managed through the Group’s
Governance Framework, overseen by its Audit Committee,
and supported by the Group Chief Financial Officer.
The Board remains committed to providing
shareholders with attractive and sustainable
returns over the medium- and long-term
through a combination of dividends and
share buybacks, as appropriate.
Plus500 Ltd. 2023 Annual Report | 44
Strategic Report | Governance | Financial Statements
RISK MANAGEMENT FRAMEWORK
A RIGOROUS RISK FRAMEWORK
Assessing and managing our risks
The Group maintains a robust, customer-centric approach
to the management and control of risks, which is fully
embedded within the Group’s technology and its day-to-
day operating procedures.
Furthermore, the Group has a comprehensive risk mitigation
plan, which helps to control exposures and provide robust
solutions. This plan includes a range of measures, such as
corporate policies, operating rules, systematic reporting,
external audits, internal audits, self-assessment and
continuous monitoring by the Regulatory & Risk Committee,
the Board and the executive management.
Risk Management Framework
The financial, market and regulatory environments in which
Plus500 operates inherently expose it to a number of
strategic, financial, operational, regulatory and ESG-related
risks. The Group recognises the importance of understanding
and managing these risks and has determined levels of risk
that it believes are efficient. Policies and procedures have
been developed within a robust risk management
framework that attempts to minimise various risks, including
market risk.
The Group aims to ensure its risk exposures are aligned with
its risk appetite across its product portfolio. This is supported
by real-time monitoring technology which is embedded in
the Group’s trading platforms. The Group continues to test a
more holistic, automated hedging capability and will provide
information on this approach, if and when it is implemented.
This overall approach aligns the Group’s interests with its
customers, with a particular focus on customer care and
protection and customer experience, helping to deliver a
more stable revenue stream over time, given the consequently
lower level of top-line volatility. The Group continues to expect
that revenue contribution from Customer Trading
Performance will be broadly neutral over time.
Plus500 monitors trading levels and exposure limits (for
example by customer, instrument and asset class), and
credit risk is limited by having all OTC customers’ accounts
pre-funded. The Group also offers negative balance
protection and a margin close-out policy to all of its OTC
customers on a global basis.
Governance
The role of the Board
The Board is ultimately responsible for the risk strategy,
having developed a Risk Management Framework, which is
regularly reviewed and assessed by the Board, particularly
with regards to principal and emerging risks.
The Board believes that the robust, technology-driven risk
management systems of the Group are a key competitive
strength and an important factor in its revenue generation.
The implementation of the risk strategy is delegated to
management under the more detailed supervision of the
Regulatory & Risk Committee.
The role of the Regulatory & Risk Committee
The Regulatory & Risk Committee receives updates from
management on risk, compliance and regulatory issues
and reviews the related internal systems. This Committee
also receives monthly reporting packages relating to risk
and compliance.
The Regulatory & Risk Committee is responsible for reviewing
relationships with the regulatory authorities and reviewing
the adequacy and quality of the Group’s systems and
procedures for compliance with relevant regulatory
requirements where the Group is regulated and in other
jurisdictions where the Group has a significant market
presence. The Regulatory & Risk Committee also has
responsibility for reviewing the Group’s most significant risks
to the achievement of strategic objectives and reviewing the
Group’s risk management policy.
Plus500 Ltd. 2023 Annual Report | 45
Strategic Report | Governance | Financial Statements
RISK MANAGEMENT FRAMEWORK CONTINUED
Lines of defence
Within the Risk Governance Framework, three lines of defence
are created through:
+ Front-line risk management processes;
+ Regulatory compliance; and
+ Independent assurance provided by internal audit.
First line of defence
The first line of defence consists of front-line risk
management processes operated within the day-to-day
trading activities of the Group’s business.
There are three elements to the management of day-to-day
OTC trading risk:
a. Financial Risk Limitation Policies
The Group has developed proprietary risk management
systems that incorporate various real-time financial
risk limits.
b. Trading Limits
i. Customer limits
Monetary limits are placed on a customer’s:
(a) Exposure to any single instrument;
(b) Aggregate open positions as a whole; and
(c) Aggregate deposit amounts.
Customer limits are determined with reference to, among
other things, a customer’s credit score, trading history,
location and other due diligence results.
ii. Group limits
Monetary limits are also placed on the Group’s exposure to
individual instruments. These limits are set according to,
among other things, the asset class, the size, the liquidity
and the beta (volatility) of the underlying instrument. In
each case, when these limits are reached on our trading
platforms, it automatically ceases to accept new trades
from the relevant individual or on the underlying
instrument until exposure levels fall below the relevant
threshold(s) or threshold(s) are reviewed and amended.
c. Hedging
To further manage risk, the Group has a hedging approach in
place, including targeted hedging in certain circumstances.
This approach would, in extremis, mitigate exposure of the
Group as a whole beyond certain thresholds.
Second line of defence
A strong compliance function is in place in all of the Group’s
regulated subsidiaries. The Board continues to develop the
Group’s compliance policies in line with each of the
regulatory environments in which the Group’s product
offerings are available.
Third line of defence
The third line of defence, independent assurance, is provided
by internal audit.
The role of the internal auditor is to examine, among other
things, the Company’s compliance with relevant law and
orderly business procedures. In accordance with the Israeli
Companies Law 5759-1999 (the “Companies Law”), the
internal auditor is appointed by the Board on the
recommendation of the Audit Committee, which also
oversees the internal auditor’s work plan, monitors its
activities and assesses its performance. Pursuant to the
Companies Law, the internal auditor may not be: (1) a person
who holds more than 5% of the Company’s outstanding
shares or voting rights; (2) a person who has the power to
appoint a Director or the Chief Executive Officer of the
Company; (3) an officer or Director of the Company; or (4) a
member of the Company’s independent accounting firm, or
anyone acting on its behalf.
In 2022, the Board appointed Kost Forer Gabbay & Kasierer
(EY Israel), a member firm of Ernst & Young, as the Company’s
internal auditor.
Compliance with relevant regulations is also provided by
local advisors in the main territories that the Group operates
in, and advice on the regulatory regime is considered when
planning new licence applications or sourcing acquisitions.
Plus500 Ltd. 2023 Annual Report | 46
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Internal controls
The Board has overall responsibility for the Group’s systems
of internal control and for monitoring their effectiveness.
Although no system of internal control can provide absolute
assurance against material misstatement or loss, the
Group’s systems are designed to provide the Board with
reasonable assurance that issues are identified on a timely
basis and dealt with appropriately.
The Group’s key internal financial control procedures include:
+ A review by the Board of actual results compared with
budget and forecasts;
+ Reviews by the Board of year-end forecasts;
+ The establishment of procedures for acquisitions, capital
expenditure and expenditure incurred in the ordinary
course of business;
+ The appraisal and approval of proposed acquisitions
outside of the ordinary course of business by the Board;
+ The detailed budgeting and monitoring of costs incurred
in the development of new products;
+ A review of day-to-day management controls and test of
operating effectiveness of key controls;
+ An annual review of the internal controls system;
+ A regular review of risk limits, with a view to conducting
targeted hedging to reduce market risk, as and
when appropriate;
+ The reporting to, and review by, the Board on changes in
legislation, regulatory requirements and practices within
the sector, as well as accounting, regulatory and legal
developments pertinent to the Group; and
+ The appointment of experienced and suitably qualified
staff to take responsibility for key business functions to
ensure maintenance of high standards of performance.
Risk assessment and review
The Board confirms that it has completed a robust assessment
of the Company’s principal and emerging risks. The Board
continues to assess emerging risks but has not identified any
emerging risks that were not already captured as principal risks
through the Group’s comprehensive risk assessment process,
carried out in FY 2023, in accordance with Provision 28 of the
Code. Principal risks are considered those that would threaten
its business model, future performance, solvency or liquidity.
These are outlined below and further details of financial risks
and their management are set out in note 26 to the
Consolidated Financial Statements.
The comprehensive risk assessment process identified
certain risks which were narrowed down into major risks
monitored by the executive management and the
Regulatory & Risk Committee, then further consolidated into
ten principal risks closely monitored by the Board.
Throughout FY 2023 and up to the date of this Annual Report,
the Board has reviewed the effectiveness of the Group’s
internal controls system. As a result of this review, the Board
considers that the measures that have been, or are planned
to be, implemented, complement the Group’s risk
management framework and are appropriate to the Group’s
circumstances. The measures cover all controls, including
financial and operational controls and compliance with
relevant laws and regulations.
Strategic Report | Governance | Financial Statements
Plus500 Ltd. 2023 Annual Report | 47
RISK MANAGEMENT FRAMEWORK CONTINUED
RISK DESCRIPTION MANAGEMENT AND MITIGATION
BUSINESS AND STRATEGIC RISKS
Legal and
jurisdictional risk
The risk that changes in the legal and
regulatory frameworks in which the
Group currently operates could
adversely affect its performance
+ Diversification of jurisdictions in which the Group’s
product offerings are available
+ On-going monitoring of legal and regulatory
developments and taking necessary actions to remain
compliant with any changes to legal or regulatory
frameworks
Regulatory risk Regulatory changes could result in
one or more of the Group’s product
offerings becoming less profitable,
restrictions on the products’
marketing, or a ban on the product
offerings in one or more of the
jurisdictions in which the Group
operates
+ On-going monitoring of market and regulatory
sentiment, developments and advice from compliance
functions on actual and possible future changes and
taking remedial action
+ Maintaining an open and robust dialogue with regulators
+ Continuing to make efforts and investment to diversify
the Group’s product portfolio and broaden its
geographic footprint
Customer care and
protection risk
The risk that a lack of customer care
and protection could negatively
impact customer welfare, particularly
in relation to compliance with
relevant regulations on these issues
+ Continued efforts to educate and inform customers of
the inherent potential risks involved in trading, through
required risk disclosures, educational features and by
offering an unlimited and free demo account for OTC
and ‘Plus500 Futures’ customers
+ Negative balance protection has been an on-going
feature of the Plus500 OTC platform since inception. This
guarantees that maximum losses of all customers are
limited to the amount within their account
+ Other risk management features, including margin
close-out policy, are also embedded within
Plus500’s technology
+ Trading Academy and ‘+Insights’ to provide customers
with valuable information
+ Assessment of potential customers prior to and during
the completion of the onboarding process
FINANCIAL RISKS
Business risk The risk of a commercially adverse
impact on the business resulting from:
+ The Group’s strategic decision-
making failing to seize business
opportunities or react to changes
in the market. This risk may result in
damage or loss, financial or
otherwise, to the Group as a whole
+ The risk that a third-party
organisation on which the Group
relies significantly will inadequately
provide or fail to deliver its
outsourced activities or
contractual obligations to the
standard required
+ Robust governance, challenge and oversight
+ Managing the Group in line with the agreed strategy,
policies and risk appetite and periodic reviews of such
assumptions compared to developments in the markets,
business and regulation
+ Developing redundancies for material services provided
by third parties by having secondary providers and alert
systems, as well as automated processes to operate
redundancies
+ Due diligence performed on service providers
+ Service level agreements in place and regular
monitoring of performance
+ Input from best-in-class advisors involved in decision-
making processes of strategic developments
and initiatives
Plus500 Ltd. 2023 Annual Report | 48
Strategic Report | Governance | Financial Statements
RISK DESCRIPTION MANAGEMENT AND MITIGATION
FINANCIAL RISKS CONTINUED
Market risk The risk of exposure to the market
Market risk is mainly comprised of the
following factors:
+ Price movements
+ Foreign currency exposures
+ The Group manages market risk by balancing natural
hedging and the Group’s risk tolerance. Market risk is
mitigated by:
- The Group’s proprietary technology platforms which
enable real-time position monitoring and alerts to
help the Group constantly manage market exposure
and adjust its controls
- Defining daily/weekly/monthly Group market risk limits
for each financial market or instrument
- If predetermined limits are exceeded, the Group takes
appropriate actions to reduce exposure
- Targeted hedging is conducted on a limited basis,
as appropriate
Credit risk The risk of clients or counterparties
failing to fulfil contractual obligations
and/or settlements resulting in
financial loss, specifically:
Client credit risk:
Leveraged trading in the OTC
business can result in client trading
losses exceeding available funds in
their account (mainly due to sharp
market movements); such losses are
absorbed by the Group (negative
balance protection has always been
offered to all the Group’s OTC
customers, in all markets and across
all underlying assets)
Institutional credit risk:
The risk that financial counterparties
will not meet their obligations, risking
both client and Group assets
Client credit risk:
For retail customers, the Group has a “no credit” policy in
which OTC customers can only fund their accounts from
their own resources, with all accounts being pre-funded.
OTC customers can set a wide range of loss risk mitigation
tools such as alerts and stops features
Institutional credit risk:
The Group engages only with prominent, high-ranked and
well-established financial institutions for the holding of its
own assets and in order to meet its regulatory obligations to
safeguard client money in segregated accounts. The Group
periodically reviews its engagements with such financial
institutions to make sure they continue to operate within the
applicable standards and also diversify the Group’s assets
across those financial institutions to reduce risk
Liquidity risk The risk that there is insufficient
available liquidity to meet the
financial liabilities of the Group
The Group utilises liquidity forecasts to identify potential
risks. These forecasts incorporate the impact of all
applicable liquidity regulations in force in each jurisdiction
and other hindrances to the free movement of liquidity
around the Group. Key issues affecting the Group’s liquidity
are discussed by the Board
Plus500 Ltd. 2023 Annual Report | 49
Strategic Report | Governance | Financial Statements
RISK DESCRIPTION MANAGEMENT AND MITIGATION
OPERATIONAL RISKS
Operational risk The risk of enduring losses resulting
from inadequate or failed internal
processes due to people, failed
technology deployment, adoption
and innovation, external events (such
as natural disasters, major utilities or
infrastructure failure, etc.), or the
inability to attract and maintain
competent staff which the Group
requires for operational purposes
+ Business and regulatory sign-off of processes and
procedures to ensure business efficiency and regulatory
compliance
+ Invest in system development to improve process
automation
+ Monitoring, quality checks and robust analysis of
performance to identify errors, inefficiencies, underlying
causes and mitigation plans
+ Centralised operations – to enable rapid implementation
of business innovation, adjustments to business and
regulatory changes, monitoring and maintaining high
standards and cost-efficient structure
+ Centralised technical operations, to ensure Group-wide
monitoring, issue handling and analysis
+ Unified IT strategy focused on performance and growth
+ Continuous development efforts towards operational
risk framework to ensure risk recognition and
timely control
+ Recruitment of highly competent employees and
development of employee retention programmes, with
enhanced staff training and oversight
+ The Group has a clear business continuity plan, ensuring
quick recovery and cover for both IT and operational
aspects (connectivity, Distributed DoS Attacks,
unresponsiveness of server, etc., as well as external
events) and each one has an emergency plan and
contacts in place
RISK MANAGEMENT FRAMEWORK CONTINUED
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Strategic Report | Governance | Financial Statements
RISK DESCRIPTION MANAGEMENT AND MITIGATION
OPERATIONAL RISKS CONTINUED
Information and data
security risk
The risk of loss of technology services
caused by network disruption and
loss of systems, data and failure to
restore services of a third party in a
timely manner resulting in the Group’s
inability to offer its services
The risk of loss or misuse of individuals’
personal information provided to
the Group
+ Operate multi-layered delivery, security and mitigation
solutions
+ Continuous investment in increased functionality,
scalability, capacity and responsiveness of systems to
monitor, react and prevent cyber attacks
+ Continuous real-time monitoring of incoming
and outgoing network activity
+ Constant monitoring of systems performance
and controls
+ Selective software design methodologies and
testing regimes
+ A robust Group IT policy that sets out strategic, stability,
security and performance standards as well as backup
processes to enable service availability in the event of
failures
+ Privacy as culture – creating awareness among
employees of privacy-related matters including proper
use of personal information, protection of such
information and loss prevention
+ Dedicated cyber security training for all global
employees and the Board
+ Robust privacy-oriented compliance programme to
ensure compliance with relevant data privacy regulations
Climate-related risk Complete or partial prevention
of maintaining the Group’s on-going
operations and the provisions
of services to its customers
(e.g., due to office premises
unavailability, systems connectivity
downtime, data centre disaster, etc.)
as a result of a natural disaster (e.g.,
earthquake, flood), fire or any other
external factors
+ Plus500 has a Disaster Recovery site supported by a
database which is updated in real time
+ The Group’s headquarters are equipped with an
emergency generator that would be automatically
activated in the event of a power outage and has facility
uninterruptable power supply units that would be
automatically activated if the emergency generator fails
+ “Work From Home” mode – all employees are assigned
with equipment and connectivity, so that there will not
be any interruptions to working activity in the event of
office unavailability
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GOING CONCERN AND VIABILITY STATEMENT
GOING CONCERN AND
VIABILITY STATEMENT
Going Concern
Having given due consideration to the nature of the Group’s
business, the Group’s budget, liquidity resources and cash
flow forecasts for the period of three years ending 31
December 2026, taking into account the Group’s anticipated
investment commitments and working capital requirements,
the Board considers that the Company and the Group as a
whole are a going concern and the Consolidated Financial
Statements are prepared on that basis.
This treatment reflects the reasonable expectation that
the Group has adequate resources to continue in business
for over a period of at least 12 months from the date of
approval of the Consolidated Financial Statements and the
consideration of the various risks set out on pages 48 to 51
and the financial risks described in note 26 to the
Consolidated Financial Statements.
Viability Statement
In accordance with Provision 31 of the Code, the Board has
considered the Group’s current financial position and future
prospects, its strategy, risk appetite and the potential impact
of the principal risks and how these are managed. It has a
reasonable expectation that the Group will be able to
continue in operation and meet its liabilities as they fall due
over the three-year assessment ending 31 December 2026.
The Directors confirm that they have performed a robust
assessment of the principal and emerging risks facing the
Group as detailed on pages 48 to 51, including those that
will threaten its business model, future performance
and liquidity.
In reaching this conclusion, both the prospects and viability
considerations have been assessed:
Prospects
+ The Group’s current financial position is outlined in the
Strategic Report.
+ The Group’s business model: despite regulatory changes
in a number of jurisdictions, the core of the current
strategy remains in place and continues to demonstrate
sufficient cash generation to support operations. In
addition, we believe the Group will continue to be viable
beyond the three years as mentioned above, in
accordance with our business model.
+ Assessment of prospects and assumptions: conservative
expectations of future business prospects through
delivery of the Group strategy as presented to the Board
through the budget approval process. The annual budget
approval process consists of a detailed bottom-up
process with a 12-month outlook which involves input from
all relevant functional and regional heads. The process
includes a collection of resource assumptions required to
deliver the Group strategy and associated revenue
impacts with consideration of key risks. This is used in
conjunction with external assumptions such as: a region-
by-region review of the regulatory environment and
incorporation of any anticipated regulatory changes as
outlined in the Strategic Report, to revenue modelling,
market volatility, interest rates and industry growth which
materially impact the business. The budget is used to set
targets across the Group.
The budgeting process also covers liquidity and capital
planning and, in addition to the granular budget, a three-
year outlook is prepared using assumptions on industry
growth, the effects of regulatory changes, revenue growth
from strategic initiatives and cost growth required to
support initiatives. The budget was reviewed by the Board
in October 2023 and in December 2023 and received final
approval in December 2023.
+ On-going review and monitoring of risks: these are
outlined in the Group’s Risk Management Framework on
pages 48 to 51 of this Annual Report and are monitored
monthly by management, with review and challenge
from the Regulatory & Risk Committee. Based on the
various scenarios tested, the Company has sufficient
liquidity and headroom to operate its business.
Viability
Scenario stress testing of available liquidity and capital
adequacy are central to understanding the Group’s viability.
This testing replicates adverse market conditions and
regulatory change, and is therefore considered in the
Group’s Individual Capital Adequacy Assessment Process
and Individual Liquidity Adequacy Assessment documents,
which are shared with our regulators on request. The results
of the scenario stress testing showed that, due to the robust
nature of the business, the Group would be able to withstand
these scenarios, both in isolation and combined scenarios,
over the financial planning period by taking management
actions that have been identified.
The Board has considered that three years is an appropriate
period over which to provide a viability statement, as this is
the longest period over which the Board reviews the success
of strategic opportunities. This timeline is also aligned with
the period over which internal stress testing occurs. The
Board has no reason to believe that the Group will not be
viable over a longer period, but given the uncertainty
involved, in particular of regulatory changes, the Board
believes this period presents the readers of the Annual
Report with a reasonable degree of confidence.
The Group also monitors performance against predefined
budget expectations and risk indicators, along with
strategic progress updates, allowing management action
to be taken where required, including the assessment of
new opportunities.
Plus500 Ltd. 2023 Annual Report | 52
Strategic Report | Governance | Financial Statements
Contents
Governance at a Glance 54
Chair’s Introduction to Governance 56
UK Corporate Governance Code
Compliance Statement
57
Board of Directors 58
Governance Report 62
Shareholder Engagement 68
Report of the Nomination Committee 69
Report of the Audit Committee 74
Report of the Regulatory & Risk Committee 81
Report of the ESG Committee 84
Report of the Remuneration Committee 87
Directors’ Remuneration Report 93
Directors’ Report 103
Corporate Law 105
Directors’ Responsibility Statement 107
GOVERNANCE
Strategic Report | Governance | Financial Statements
Plus500 Ltd. 2023 Annual Report | 53
3
4
Female
Male
5
2
Independent Directors
(including Chair)
Non-Independent Directors
4
2
1
3-6 years
6+ years
0-3 years
5
2
Ethnically diverse
White
GOVERNANCE AT A GLANCE
GOVERNANCE HIGHLIGHTS
7
Board members
6
Board Committees:
Audit, Remuneration, ESG,
Regulatory & Risk,
Nomination and Disclosure
43%
Female representation
on the Board
GOVERNANCE IN NUMBERS
As at the date of this Annual Report
Corporate governance remained a major area of focus for
Plus500 in FY 2023. Over the last three years, Plus500 has
continued to strengthen its governance framework and
Board diversification. These efforts further ensure Plus500
has a solid governance foundation from which to deliver its
strategic roadmap and drive further value for our
shareholders in the future.
Key activities of the Board in 2023
+ Strategic discussions relating to further developing the
Group’s position as a global multi-asset fintech group
and expand its product offering and geographic
footprint, including in the US futures market, the Japanese
market, as well as in the high-growth UAE market.
+ Review, discuss and approve trading updates, results
announcements and notice of general meetings.
+ Review monthly updates, including CEO and CFO
reports, financial performance and business
development updates, as well as risk and regulatory
compliance reports.
+ Conduct internal effectiveness evaluation of the Board
and its Audit Committee, following an independent
third-party evaluation in 2022.
+ Monitoring and reviewing the Group’s culture, values
and performance, through regular discussions with the
Executive Directors, senior management and their
teams and through the workforce engagement
representative on the Board who held round table
sessions with employees of the Group.
Read more about key activities of the Board on page 63
Board gender diversity
as at the date of this
Annual Report
Board independence
as at the date of this
Annual Report
Board tenure
as at the date of this
Annual Report
Board ethnicity
as at the date of this
Annual Report
Plus500 Ltd. 2023 Annual Report
| 54
Strategic Report | Governance | Financial Statements
Board effectiveness
The Board holds meetings in accordance with its
scheduled calendar. Each Board meeting is preceded by a
clear agenda and any relevant information is provided to
the Directors in advance of the meeting. The Board met on
ten occasions in 2023 to review, formulate, discuss and
approve the Group’s strategy and roadmap, budgets and
corporate actions and to oversee the Group’s progress
towards its goals. The Board also receives updates on
operational, financial and regulatory and other business
matters, on a regular basis or whenever necessary.
Board changes
Anne Grim stepped down from the Board in September
2023, having completed a three-year term as an
Independent Non-Executive Director and External Director.
Anne was elected in January 2024 for a one-year term as an
Independent Non-Executive Director, with immediate effect.
Sigalia Heifetz, an Independent Non-Executive Director,
passed away on 30 December 2023.
Daniel King was elected in January 2024 for a three-year
term as an Independent Non-Executive Director and
External Director, commencing in June 2024.
Nomination Committee Report page 69
Board evaluation
During the year, the Board conducted an internal Board
effectiveness evaluation, led by the Chair and the Company
Secretary, following an independent third-party evaluation
conducted in 2022, in accordance with provision 21 of the
Code which recommends that FTSE 350 companies should
consider having an external evaluation once every three
years. As part of this process, Board members were
requested to complete questionnaires and to evaluate the
performance of the Board and its Audit Committee, as well
as the performance of the Chair. These questionnaires were
developed by the Chair and the Company Secretary, taking
into consideration the findings of the 2022 independent
third-party evaluation as well as the Financial Reporting
Council’s Guidance on Board Effectiveness.
Read more on page 66
Board training and development
In order to further develop the Board’s understanding and
awareness of the business and its future prospects, all
Board members receive updates, on changes and
developments in the business and the environment and
territories in which the Group operates, on a regular basis.
During the year, Board members also attended training
sessions on various areas, including prevention of
corruption and bribery, the Plus500 onboarding funnel and
developments in UK regulation, including the reform of the
FCA Listing Regime, MiFID product governance and the
FCA’s Consumer Duty.
In line with Plus500’s further development as a global multi-
asset fintech group, and in order to appropriately govern
and manage the business as it seeks to achieve significant
future growth, a further comprehensive Board training plan
for 2024 was adopted.
Read more on page 67
BOARD SKILLS AND EXPERIENCE
Number of Board members with relevant skills and experience
Audit and risk management
7
Capital raising, mergers, acquisitions, investment and transactions
4
Compliance and regulation
7
Digital technology
4
ESG
6
6
Finance, banking, financial services and fund management
3
Marketing
4
Shareholder relations
6
Innovation
6
Enterprise risk management
Plus500 Ltd. 2023 Annual Report | 55
Strategic Report | Governance | Financial Statements
CHAIR’S INTRODUCTION TO GOVERNANCE
CHAIR’S INTRODUCTION
TO GOVERNANCE
“The Board has continued to be
highly effective during 2023 in
assessing the Group’s strategy and
the progress made in this regard, as
well as in reviewing key operational
elements of the business.”
Prof. Jacob A. Frenkel
Chair of the Board
Dear Shareholder
I have served as Chair of Plus500 for three years now, and I
am honoured to take this opportunity to give you an overview
of the work of our Board during 2023, which included
continued review and assessment of the various aspects of
our business, including corporate governance, sustainability
and remuneration.
First, and on behalf of the Board, I would like to honour the
memory of Ms. Sigalia Heifetz, who served on the Board as an
Independent Non-Executive Director for almost three years,
until sadly passing away on 30 December 2023. Her
experience and wisdom were invaluable to us all and the
Board and I would like to express our sincere appreciation for
her significant contribution. On behalf of the Board and
colleagues from Plus500, I would like to share our deepest
condolences with Sigalia’s family and friends.
Corporate governance remained a key theme for the Board
during 2023, and I am delighted that we have managed to
preserve the Board’s diversification, in line with the Code and
the recommendations of the FTSE Women Leaders Review
and the Listing Rules on gender equality in leadership
positions. At our recent Extraordinary General Meeting, held
in January 2024, our shareholders approved the
appointment of Ms. Tami Gottlieb for a second three-year
term as an Independent Non-Executive Director and External
Director, as well as the appointment of Ms. Anne Grim for a
one-year term as an Independent Non-Executive Director.
Also at this EGM, our shareholders approved the appointment
of Mr. Daniel King as an Independent Non-Executive Director
and External Director, and he will join our Board in June 2024.
Shareholder engagement remained highly important to us,
and during the year I met with a number of our major
shareholders to ask for feedback on the Company’s
approach to governance, its strategic priorities and its
operational and financial performance. I plan to continue
meeting with key investors regularly, to ensure we keep
representing investors’ interests.
Also in 2023, we continued to dedicate considerable time to
evaluate the effectiveness of the work of our Board and its
Audit Committee. As noted in last year’s Annual Report,
during 2022 we undertook an independent third-party
review by Nasdaq Governance Solutions. This was a valuable
exercise which resulted in a number of important insights
and recommendations which were implemented during the
course of 2023, together with having an additional internal
review in 2023.
As detailed below, and as detailed further in the independent
reports of each of our Board Committees, the Committees
have continued to assist the Board with reviewing, monitoring
and promoting high standards of corporate governance. Also,
during 2023, we approved several rotations to the Committees’
compositions, including rotations of some Committees’ chair
roles, following changes made to the composition of the
Board as a whole during the past two years.
Led by its chair, Mr. Steve Baldwin, the Nomination Committee
continues to review the relevant experience, knowledge and
skill set needed for the Board, while always considering
diversity and the importance of independent thinking and
challenge. The Committee will also continue to regularly
review the size of the Board so as to confirm that it is
appropriate and maintains an effective oversight of the
executive team while providing sufficient constructive
challenge and support.
Following the significant effort by the Nomination Committee
made during the past two years, in 2023 we were able to
ensure further diversification of the composition of the Board,
resulting in our Board having 43% female representation
(following the recent passing away of Ms. Sigalia Heifetz on
30 December 2023, the percentage of women on the Board
as of the date of this Annual Report decreased from 50% to
43%). The Committee also continued to discuss and consider
the Board’s ethnic diversity and concluded that the Board is
sufficiently diverse also from that perspective, given the
mixed ethnic background of certain Board members.
Plus500 Ltd. 2023 Annual Report | 56
Strategic Report | Governance | Financial Statements
In 2023, we continued to oversee the principal and emerging
risks including business, financial, strategic and operational
challenges facing the Group. The Regulatory & Risk
Committee, led by its Chair, Prof. Varda Liberman, reviews
these risks and receives assurance from the management
team and the Group’s various advisors as to how they are
understood and mitigated to the level of risk acceptable to the
Board. During the year, the Regulatory & Risk Committee has
monitored upcoming regulatory changes that have arisen.
The Audit Committee, led by its Chair, Ms. Tami Gottlieb,
continues its dedicated work overseeing the internal controls
of the business as well as the internal audit plan and its
implementation. These activities also follow the significant
effort made by the Audit Committee last year to replace the
Company’s internal auditors. Also during the year, the Audit
Committee went through an internal evaluation of its
effectiveness, to complement the independent third-party
evaluation conducted in 2022.
During the year, the Board has continued to develop and
strengthen the Group’s ESG framework, led by its ESG
Committee, to further assess the Group’s priorities and risks
in the continually developing area of ESG. Chaired by Mr.
Steve Baldwin, and supported by the ESG internal working
group, alongside external ESG advisors, the Committee
reviewed Plus500’s Environmental Policy and made sure we
continue to be aligned with the TCFD recommendations.
Further details are available in our ESG Report, TCFD Report
and in the Report of the ESG Committee.
The Remuneration Committee continued to monitor all areas
of remuneration, including Non-Executive Directors’ and
Executive Directors’ remuneration, and ensured continued
alignment with the Company’s Remuneration Policy for
Directors and Executives for the years 2021-2023, as approved
at the Company’s 2021 AGM. Executive remuneration remains
a significant area of focus for UK listed companies.
Accordingly, and following the rigorous consultation and
policy development process made in connection with this
Remuneration Policy, and in conjunction with consultation with
shareholder advisory bodies and various shareholders, the
Remuneration Committee developed a new Remuneration
Policy for the years 2024-2026 which took effect on 1 January
2024, following its approval by shareholders at our 2023 AGM
held on 2 May 2023, as further detailed in the Report of the
Remuneration Committee.
The Board has continued to be highly effective during 2023 in
assessing the Group’s strategy and the progress made in this
regard, as well as in reviewing key operational elements of the
business. The Board remains very supportive of Executive
Management in further establishing Plus500’s strategic
position as a global multi-asset fintech group, through a clear
focus on delivering growth and innovation, supported also by
organic investments and targeted acquisitions.
This strategy is key to the Group’s future success and has
continued to drive the diversification of the Group’s revenue
streams, product range, geographic footprint and enabled
the Group’s reinforced financial position. This is mostly
evident in the significant progress made during the year
with growing both the B2B and B2C businesses in the US
futures market, and in the launch of the FX OTC trading
platform in Japan. This is also evident in the continued
enhancement of the Group’s geographic footprint, with the
expansion into new geographies made during 2023,
namely, the UAE and the Bahamas.
Finally, and on behalf of all Board members, I would like to
share our deep gratitude to all of our management and
talented employees across our operations around the world,
for their excellent contribution to the Group’s culture,
performance and great achievements during the year and
for their dedicated work. I am glad that you are all part of the
wonderful Plus500 family.
The following Governance Report describes the activities of
the Board and its Committees during 2023 in more detail.
I look forward to reporting on the Board’s further progress in
next year’s Annual Report.
Prof. Jacob A. Frenkel
Chair of the Board
29 March 2024
UK Corporate Governance Code
Compliance Statement
As a Premium listed company, and with respect to 2023,
Plus500 is required to comply with the principles and
provisions of the UK Corporate Governance Code 2018 (the
“Code”) (a copy of which can be found on the website of
the Financial Reporting Council: www.frc.org.uk), or
otherwise explain its reasons for non-compliance.
The following statement is therefore made in respect of
the year ended 31 December 2023 in compliance with this
requirement and explains how the principles of the Code
were applied.
As a company incorporated in Israel, Plus500 is subject to
various mandatory corporate governance requirements
under the Companies Law. The Company considers
methods for being aligned with the Code’s provisions,
which in some areas may contradict the Companies Law
provisions, while also complying with the mandatory
requirements stipulated under the Companies Law, as
further detailed in this statement.
For the financial year ended 31 December 2023, the
Company has complied with the provisions of the Code,
other than in respect of the External Directors’ re-election
mechanism (Provision 18 of the Code) and in relation to
pay ratios and pay gaps (Provision 41 of the Code). While
the Code recommends the submission of all directors
for re-election annually, the Companies Law requires
that a public company must have at least two External
Directors who meet certain statutory requirements of
independence. The External Directors, as prescribed by
the mandatory requirements of the Companies Law,
must be elected for three-year terms and not annually
as the Code recommends. Following our shareholders’
approval at the Extraordinary General Meeting held in
January 2024, Daniel King will serve as the Company’s
second External Director as of June 2024, alongside Ms.
Tami Gottlieb.
Plus500 is not required to compile gender pay gaps and
pay ratios under the Israeli legislation, whereas
companies incorporated in the United Kingdom are
required to do so under UK legislation.
Plus500 Ltd. 2023 Annual Report | 57
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The Role of the Board
BOARD OF DIRECTORS
BOARD OF DIRECTORS
As at the date of this Annual Report
Prof. Jacob A. Frenkel
Prof. Jacob A. Frenkel
Chair
Tenure: 3 years
(Appointed May 2021)
Prof. Jacob A. Frenkel is a Non-Executive Director
and Chair of the Board.
Prof. Frenkel is a renowned global economist and illustrious
business leader, with significant experience developed over
many years of leadership. He is Chairman Emeritus of the
Group of Thirty (G-30), and Chairman of BrainStorm Cell
Therapeutics Inc., a NASDAQ-listed biotechnology company.
Prof. Frenkel served as Chairman of JPMorgan Chase
International (2009-2020), Chairman and CEO of the G-30
(2001-2011), Chairman of the Board of Trustees of the G-30
(2012-2022), Vice Chairman of American International Group,
Inc. (2004-2009), Chairman of Merrill Lynch International
(2000-2004), Chairman of the Board of the Inter-American
Development Bank (1995-1996) and Vice Chairman of the
Board of the European Bank for Reconstruction and
Development (1999-2000). He also served as Chairman of the
Board of Governors of Tel Aviv University (2013-2021).
Prior to this, he served two terms as the Governor of the Bank of
Israel (1991-2000), as the Economic Counsellor and Director of
Research at the International Monetary Fund (1987-1991),
having previously been Professor of Economics and the David
Rockefeller Professor of International Economics at the
University of Chicago (1973-1987).
He is a Laureate of the Israel Prize in Economics and is a
recipient of several Honorary Doctoral Degrees and other
decorations and awards. He is an Honorary Member of the
American Academy of Arts and Sciences, a Fellow of the
Econometric Society, a Fellow of the International Economic
Association, a Senior Advisor of Temasek International
Advisors, a member of the Competitive Markets Advisory
Council of the CME Group, a Global Member of the Trilateral
Commission, a former member of the Economic Advisory
Panel of the Federal Reserve Bank of New York, a member of
the G20 Eminent Persons Group on Global Financial
Governance, and a member of the G20 High Level
Independent Panel on Financing of the Global Commons for
Pandemic Preparedness and Response.
Prof. Frenkel holds a BA in Economics and Political Science
from the Hebrew University of Jerusalem, and an M.A. and
Ph.D. in Economics from the University of Chicago.
Committee
Membership Key:
Nomination
Audit
Regulatory & Risk
Remuneration
ESG
Disclosure
Chair of the Committee
The Board is responsible to
shareholders for effective direction
and control of the Company, for
promoting its long-term success
and determining the Group’s
strategy, vision and culture. In order
to lead the development of the
Company’s strategy, the Board is
provided with timely and
comprehensive information that
enables it to effectively review and
monitor the performance of the
Company and to ensure it is in line
with its objectives for achieving its
strategic goals.
Plus500 Ltd. 2023 Annual Report | 58
Strategic Report | Governance | Financial Statements
David Zruia
Chief Executive Officer
and Director
Tenure as a Director: 4 years
(Appointed April 2020)
At Plus500 since 2010
David Zruia is the Chief Executive Officer.
David joined Plus500’s leadership team in 2010 as a senior
manager in the Group’s marketing department. In that role,
David was instrumental in establishing Plus500’s technology-
based marketing capabilities and in building awareness of,
and recognition for, the Plus500 brand in key strategic
markets around the world, through a broad range of
marketing initiatives and activities.
He was appointed as the Group Chief Operations Officer in
2013 and led the establishment and management of the
operational division of the Group, including the
implementation and development of ‘KYC’ processes,
payments processing, back-office services, customer
support and risk management.
In April 2020, David was appointed as Chief Executive Officer of
Plus500. Since that time, under his leadership, Plus500 has
developed a new strategic roadmap, which has been
designed to diversify and grow the business as a global multi-
asset fintech group. As part of the new strategic roadmap,
Plus500 has conducted its first ever acquisitions, in the US and
Japan, thereby expanding the Group’s global footprint,
broadening its product range and enabling access to a
number of significant future growth opportunities for Plus500.
David holds a B.Sc. in Industrial Engineering and Management
from the Technion – Israel Institute of Technology.
Elad Even-Chen
Group Chief Financial Officer
and Director
Tenure as a Director: 8 years
(Appointed June 2016)
At Plus500 since 2011
Elad Even-Chen is the Chief Financial Officer of the Group
and Vice President of Business Development.
Elad joined Plus500’s leadership team in 2011 as Group VP of
Business Development and Head of Risk Management.
Elad’s responsibilities cover a broad range of finance,
business, corporate and strategic functions.
Elad established the business development department
which he is leading and managing. The business
development department is responsible for the Group’s
strategic investments and expansion plans into new and
existing markets, through receipt of new regulatory licences
across the globe, including by targeting and executing
acquisitions. Under his leadership, the Group obtained 12
international regulatory licences and made three
acquisitions in the US and Japan, representing the Group’s
first M&A transactions.
Elad has played a key role in driving the Group’s strategic and
financial performance and its business expansion in recent
years, into new markets and new product areas.
Elad also leads the Group’s financial divisions and as the
Group’s Chief Financial Officer oversees the financial
performance, including treasury, consolidated financial
statements and tax matters.
Elad has an extensive corporate finance, legal and
regulatory background. Over the last 13 years he has held a
number of positions within the Group also acting as
Company Secretary and Head of IR.
Elad is a certified accountant in Israel and, prior to joining the
Group, was a senior associate at KPMG.
Elad holds a BA in Accounting and Economics from Tel Aviv
University, an LL.B from the College of Management and
an MBA (specialising in Financial Management) from
Tel Aviv University.
David Zruia Elad Even-Chen
Plus500 Ltd. 2023 Annual Report | 59
Strategic Report | Governance | Financial Statements
Prof. Varda Liberman Tami Gottlieb
Prof. Varda Liberman
Senior Independent
Non-Executive Director
Tenure: 2 years
(Appointed March 2022)
Prof. Varda Liberman is a Non-Executive
Director, the Senior Independent
Director and Chair of the Regulatory &
Risk Committee.
Prof. Liberman is an internationally
renowned expert in the field of
decision-making and behavioural
economics. In this capacity, she
provides consulting and workshops in
key elements of managerial decision-
making and risk management to
senior managements in organisations
across a range of sectors, including
healthcare, banking, investment,
technology, the judicial system and the
Israeli Defence Forces.
Prof. Liberman is the Provost (Rector) of
Reichman University in Israel, and one
of its founders and leaders. She is a
professor of the business school of
Reichman University, a visiting
researcher at Stanford University, and
the author of several books and many
scientific articles. Over the years, she
has held a variety of managerial
positions at Reichman University,
among them heading the
mathematics and statistics studies,
leading the decision-making area in
the business school, and founding and
heading the MBA programme in
Healthcare Innovation.
Prof. Liberman holds a B.Sc. in
Mathematics and Statistics, an M.Sc. in
Mathematics and a Ph.D. in
Mathematics, all from Tel Aviv University.
Tami Gottlieb
Independent Non-Executive Director
and External Director
Tenure: 3 years
(Appointed March 2021)
Tami Gottlieb is a Non-Executive
Director and Chair of the
Audit Committee.
Tami has a long track record in the
financial services industry in Israel and
is currently an External Director at Bank
Leumi Le-Israel B.M. – one of Israel’s two
largest commercial banks, where she is
the Chair of the Audit and Financial
Reports Committees and a member of
the Remuneration and Business &
Credit & Resources Committees,
having previously been on the
Technology Committee and on the Risk
Management Committee.
Tami Gottlieb is also an Independent
Director at Novolog (Pharm-Up 1966)
Ltd, a Director at Emilia Development
(O.F.G) Ltd and the Chairperson of
Kibbutz Kfar Aza. She is also a founder
and Co-Managing Director of Harvest
Capital Markets Ltd, a wealth
management and corporate finance
boutique firm.
Tami holds a BA in International
Relations from the Hebrew University of
Jerusalem and an MA in Economics
from Indiana University.
Committee
Membership Key:
Nomination
Audit
Regulatory & Risk
Remuneration
ESG
Disclosure
Chair of the Committee
BOARD OF DIRECTORS CONTINUED
Plus500 Ltd. 2023 Annual Report | 60
Strategic Report | Governance | Financial Statements
Anne GrimSteve Baldwin
Anne Grim
Independent Non-Executive Director
Tenure: 3.5 years
(Appointed September 2020)
Anne Grim is a Non-Executive Director.
Anne is an experienced executive
advisor, consultant and board member
with more than 30 years in senior
financial services leadership roles at
Barclays, Wells Fargo, American Express,
Mastercard and as Chief Customer
Officer at Fidelity International, prior to
embarking on her Board portfolio
career. Her expertise is in customer
experience, strategic planning and
execution, technology innovation and
business transformation.
Anne is an Independent Non-
Executive Director for Insight
Investment, where she chairs Insight
Investment Fund Management Ltd
and the Insight Investment Strategic
Technology Committee and The Bank
of London, where she chairs the
Board’s Risk Committee.
Anne holds a BA in Mathematics and
Computer Science and an MBA in
Strategic Management and Finance,
both from the University of Illinois.
Steve Baldwin
Independent Non-Executive Director
Tenure: 7 years
(Appointed June 2017)
Steve Baldwin is a Non-Executive
Director and Chair of the Nomination
and ESG Committees.
Steve is currently the Chair of TruFin plc
and is also a Non-Executive Director of
The Edinburgh Investment Trust PLC.
Steve has an extensive corporate
finance background and held the
position of Head of European Equity
Capital Markets and Corporate
Broking at Macquarie Capital until
2015, when he decided to pursue a
non-executive career.
Prior to joining Macquarie Capital, Steve
was a Corporate Finance Director at JP
Morgan Cazenove for ten years and
previously a Vice President of
Corporate Finance at UBS.
Steve qualified as a Chartered
Accountant at Coopers & Lybrand in
London after graduating with a BA in
Zoology from St Catherine’s College,
Oxford University.
Committee
Membership Key:
Nomination
Audit
Regulatory & Risk
Remuneration
ESG
Disclosure
Chair of the Committee
Plus500 Ltd. 2023 Annual Report | 61
Strategic Report | Governance | Financial Statements
GOVERNANCE REPORT
GOVERNANCE REPORT
The Board
The Board maintains full control and direction over
appropriate strategic, financial, organisational and
compliance issues. The Company’s organisational structure
has clearly defined lines of authority, responsibility and
accountability, which are reviewed regularly. The annual
budget and forecasts are reviewed by the Board prior to their
approval. This includes the identification and assessment of
the business risks inherent in the Group and the online
financial trading industry as a whole, along with associated
financial and regulatory risks. At least annually, and on other
occasions as necessary, the Company’s senior executives
are invited to attend meetings of the Board in order to
present and discuss various matters relating to their
functions and areas of responsibilities.
Board activities during the year
The Board agrees at the end of each year the annual
calendar and forward meeting agenda for the following
year, and additionally meets at such other times as required.
The matters accepted by the Board for consideration at
Board meetings are: business strategy, operational
highlights and current trading, budget and financial
performance, governance, sustainability, organisational
culture and risk and regulation. This is further detailed in the
schedule of matters specifically reserved for decision by the
full Board, which can be found on the Company’s website:
www.plus500.com.
Board committees
In order to assist the Board in carrying out its responsibilities
and as required under the Companies Law, the Board has
appointed six principal Committees to which certain aspects
of the Board’s work are delegated. Each Committee has
adopted its own terms of reference, approved by the Board,
and establishes an annual plan. The full terms of reference of
the Board’s Committees are available on the Company’s
website. The Chair of each Committee provides regular
updates to the Board on the matters discussed at the
Committee’s meetings and provides the Committee’s
recommendations to the Board when required.
A brief description of the main roles of each of the Board
Committees is set out below.
Nomination Committee
The Nomination Committee has been delegated
responsibility for the oversight of appointments to the Board
and the senior management team. The Committee’s
responsibilities, main activities and priorities for the next
reporting cycle are set out on pages 69 to 73.
Audit Committee
The Audit Committee has been delegated responsibility for
ensuring that the financial performance of the Group is
properly reported on and reviewed. The Audit Committee is
also responsible for the monitoring of the external auditor,
the internal auditor and oversight of internal controls. The
Committee’s responsibilities, main activities and priorities for
the next reporting cycle are set out on pages 74 to 80.
Regulatory & Risk Committee
The Regulatory & Risk Committee has been delegated
responsibility for the monitoring and oversight of risk
management and mitigation and the approval of the
Group’s risk appetite. The Committee’s responsibilities, main
activities and priorities for the next reporting cycle are set out
on pages 81 to 83.
ESG Committee
The ESG Committee has been delegated responsibility for
considering the adequacy of the Group’s ESG policies and
processes. The Committee’s responsibilities, main activities
and priorities for the next reporting cycle are set out on
pages 84 to 86.
Remuneration Committee
The Remuneration Committee has been delegated
responsibility for determining, within the agreed terms of
reference and in accordance with the Companies Law, the
Company’s remuneration policy for Directors and Executives,
the remuneration packages of the Company’s Chief
Executive Officer and Chief Financial Officer, the Chair and
other Non-Executive Directors, the Company Secretary and
other senior Executives. The Committee’s responsibilities,
main activities and priorities for the next reporting cycle are
set out on pages 87 to 92.
Disclosure Committee
The Disclosure Committee assists the Board in fulfilling its
obligation to make timely and accurate disclosure of all
information that is required to be disclosed to meet legal
and regulatory requirements and obligations under the UK
Market Abuse Regulations and the Disclosure Guidance and
Transparency Rules of the FCA, including the requirement for
the Company to establish and maintain adequate
procedures, systems and controls to enable it to comply with
these obligations. Whenever necessary, the Committee
meets to discuss the content of announcements proposed
to be released to the London Stock Exchange and approve
their content.
Plus500 Ltd. 2023 Annual Report | 62
Strategic Report | Governance | Financial Statements
Board activity in 2023
Strategy + During 2023, the Board discussed on-
going actions to be taken to further
develop the Group’s strategic
roadmap for the coming years, as set
out on pages 12 to 13.
+ The Board held strategic discussions
relating to further growing Plus500’s
B2B (Institutional) and B2C (Retail)
businesses in the US futures market,
and to the progress made in
developing its operation in Japan, with
the launch of a new proprietary trading
platform. These projects are all in line
with the strategy to evolve into a multi-
asset fintech group and expanding the
Group’s geographic footprint.
+ The Board reviewed licence
applications prepared during the
year, in line with its strategy to expand
its geographic footprint. In February
2023, the Group obtained a regulatory
licence in the UAE, granted by the
Dubai Financial Services Authority
(DFSA). In July 2023, the Group
obtained a new regulatory licence,
granted by the Securities
Commission of the Bahamas (SCB).
These new regulatory licences take
the Group’s total to 13 regulatory
licences globally.
Business,
operational
highlights and
current trading
The Board received monthly updates,
including CEO and CFO reports, financial
performance and business
development updates and risk and
compliance reports.
Quarterly forecasts
and budget
Updates were provided and discussed
on a monthly and quarterly basis.
Discussions on the 2024 budget were
held in October and December 2023,
with final approval received in
December 2023.
Financial
performance
The Board reviewed and approved the on-
going trading updates and results
announcements. The Board considered
and approved the Consolidated Financial
Statements and the Annual Report.
People,
governance, risk
and regulation
The Board received updates and
conducted discussions on regulatory
developments and emerging risks. It also
received training and briefings on
regulation, in addition to on-going
updates on compliance and risk matters.
Whistleblowing The Board reviewed and approved the
Group’s Whistleblowing Policy, as it does
on an annual basis, and received an
update by the Whistleblowing Supervisor
that no complaints were received in 2023.
Culture and values The Board continued to monitor and
review the Group’s culture, values and
performance primarily through regular
discussions with the Executive Directors,
senior management and their teams. In
addition, Steve Baldwin, in his role as the
workforce engagement representative
on the Board, held round table sessions
with employees of the Group.
Shareholder
returns
The Board approved share buyback
programmes and declared the
payment of dividends during the year, in
line with the Company’s shareholder
returns policy.
Internal Board
evaluation
An internal effectiveness evaluation of
the Board and its Audit Committee has
been conducted, following an
independent third-party evaluation held
in 2022, and a discussion was held to
address the recommendations
provided, as further detailed on pages
66 to 67.
Other + Reviewed monthly reporting decks on
risk and compliance;
+ Received on-going updates from
Board Committees’ Chairs;
+ Board training sessions on various
topics, including: prevention of
corruption and bribery, Plus500
onboarding funnel and
developments in the UK regulation
(e.g.: the reform of the FCA Listing
Regime, MiFID product governance
and the FCA’s Consumer Duty);
+ Annual review and approval of
Human Rights and Modern Slavery
Statement; and
+ Annual review and approval of
Company’s policies and procedures.
Plus500 Ltd. 2023 Annual Report | 63
Strategic Report | Governance | Financial Statements
Operation of the Board
The Board is responsible for the effective direction and
control of the Group as well as for the overall strategy and
financial performance of the Group. The Board has a formal
schedule of matters reserved for its approval, which covers
key strategic, financial and operational matters including:
+ Approval of the Group’s strategic objectives;
+ Approval of the annual operating and capital expenditure
budgets of the Group, and any material changes to them;
+ Changes to the Group’s capital structure, management
and control structure;
+ Contracts which are material, strategically or by reason of
size, entered into by the Company in the ordinary course
of business; and
+ Recommended appointments to the Board.
Board effectiveness
The Board holds its meetings in accordance with its
scheduled calendar. Each Board meeting is preceded by a
clear agenda and any relevant information is provided to the
Board members in advance of the meeting. The Board met
on ten occasions in 2023 to review, formulate and approve
the Group’s strategy, budgets and corporate actions and to
oversee the Group’s progress towards its strategic goals. The
Board also holds regular conference calls to update its
members on operational and other business matters. A
summary of the key activities of the Board in 2023 is set out
on page 63.
Where Board members have concerns, which cannot be
resolved, about the running of the Company or a proposed
action, they may request that their concerns are recorded in
the Board minutes. An agreed procedure exists for Board
members in the furtherance of their duties to take
independent professional advice.
Chair of the Board
The Chair of the Board, Prof. Jacob A. Frenkel, is responsible
for leading the Board and ensuring its effectiveness, by
setting the relevant agenda and providing sufficient time for
constructive discussions in which the Board has the ability to
challenge the discussed items. The Chair is responsible for
creating the open and engaging atmosphere that enables
the healthy and constructive discussions of the Board. The
Chair is also responsible for ensuring effective
communication between Executive and Non-Executive
Directors, shareholders and between other major
stakeholders and the Board.
Chief Executive Officer
The Chief Executive Officer, David Zruia, acts as the main
point of communication between the Board and
management and is responsible for the day-to-day running
of the business and implementation of strategy.
Chief Financial Officer
The Chief Financial Officer, Elad Even-Chen, is responsible for
covering a broad range of finance, business, corporate and
strategic functions, such as monitoring the operational and
financial results, overseeing liquidity, managing the financial
reporting of the Group and developing the Group’s strategy
to continue expanding into new and existing markets.
Non-Executive Directors
Collectively, the Non-Executive Directors bring a valuable
range of expertise in assisting the Company to achieve its
strategic goals. The effectiveness of the Board benefits from
the following skills, expertise and experience offered by the
current members of the Board: audit and risk management,
financial services, accounting, governance, shareholder
relations, ESG, compliance and regulation, marketing,
innovation, digital technology and other financial expertise.
Senior Independent Director (SID)
The Senior Independent Director, Prof. Varda Liberman, acts as
a sounding board for the Chair, providing him with support in
the delivery of his objectives and leading the evaluation of the
Chair on behalf of the other Board members. As a Senior
Independent Director, Prof. Varda Liberman may also take
responsibility for an orderly succession process for the Chair.
She currently chairs the Regulatory & Risk Committee and also
serves on several other Board Committees. She is available to
meet with shareholders if they have concerns which are not
being addressed through the usual channels of the Chair, the
Chief Executives or the Investor Relations function.
Company Secretary
The Company Secretary, Hila Barak, is responsible for
ensuring that the Company complies with the statutory and
regulatory requirements and maintains high standards of
corporate governance. She supports and works closely with
the Chair of the Board, the Senior Independent Director, the
Chief Executives and the Board Committees’ Chairs, in
setting agendas for meetings of the Board and its
Committees. She also supports the transfer of timely and
accurate information flow from and to the Board and the
management of the Company. For over a decade, Hila has
been a certified lawyer in Israel. She joined Plus500 in 2020
after years of experience in corporate and securities law,
being an associate with one of the leading law firms in Israel.
Hila holds an LLB (Magna Cum Laude), BA in Social Science
and an Executive MBA, all from the University of Haifa. All
Board members have access to the advice and services
of the Company Secretary. Both the appointment and
removal of the Company Secretary are a matter for the
Board as a whole.
GOVERNANCE REPORT CONTINUED
Plus500 Ltd. 2023 Annual Report | 64
Strategic Report | Governance | Financial Statements
Induction of newly appointed
Board members
Whenever there is a necessity to add a new Non-Executive
Director to the Board, the Nomination Committee operates
an orderly procedure for identifying the relevant skills,
knowledge and experience which are required. As part of this
process, the Nomination Committee takes into consideration
various parameters, including the existing skill set on the
Board as well as diversity aspects. Where a potential
candidate is identified, the Nomination Committee
recommends the appointment to the Board. If approved by
the Board, it recommends the appointment to the
Company’s shareholders (where applicable).
Newly appointed Board members are made aware of their
responsibilities through the Company Secretary. The Company
has accordingly implemented an internal induction plan for
newly appointed Board members which provides them with
training sessions via internal meetings, presentations and
discussions. These are conducted by the Company’s advisors
(such as legal advisors), the senior management and other
relevant persons in order to enable greater awareness and
understanding of the Company’s business and the legal and
business environment in which it operates. Moreover, the
induction plan includes provision of various documents and
reports, such as constitutional documents, organisational
charts and Group structure, previous Board minutes, Group’s
policies as well as PR and IR materials.
Board composition
As at the date of this Annual Report, the Board comprises two
Executive Directors (who constitute 29% of the Board): David
Zruia and Elad Even-Chen, and five Non-Executive Directors
(who constitute 71% of the Board): Prof. Jacob A. Frenkel (Chair
of the Board), Prof. Varda Liberman (Senior Independent Non-
Executive Director), Steve Baldwin, Tami Gottlieb and Anne
Grim. Prof. Frenkel was independent on appointment (and
the Board considers still is), in accordance with the
requirements of the Code.
In accordance with the Companies Law, the Board must
have at least two external directors who meet certain
statutory requirements of independence (the “External
Directors”). Following shareholders’ approval at the
Extraordinary General Meeting held on 8 January 2024,
Daniel King will serve as the Company’s second External
Director, alongside Tami Gottlieb.
Under the Companies Law, the term of office of an external
director is three years, which can be extended for two
additional three-year terms. External directors are elected by
shareholders subject to a special majority and may be
removed from office only in limited cases. In addition, any
committee of the board of directors of the company to which
the board delegated one or more of its responsibilities must
include at least one external director and the audit
committee and remuneration committee must each
include all of the external directors (including an external
director serving as the chair of the audit committee and
remuneration committee). A majority of the members of the
audit committee must comply with the director
independence requirements, while the majority of the
members of the remuneration committee must be external
directors and its other members must be remunerated in the
same manner as the external directors.
On 12 March 2024, an amendment to the Companies
Regulations (Reliefs for Israeli Public Companies Listed on
Stock Exchanges Outside of Israel) was published in the
Official Gazette, which is intended to provide reliefs from
certain requirements currently applicable to Israeli
companies, whose securities are traded on foreign stock
exchanges, including Plus500. The amendment includes,
among other things, specific reliefs that apply to Israeli
companies listed outside of Israel who do not have a
controlling shareholder and who comply with the law of the
foreign country, as it applies to domestic companies in that
foreign jurisdiction, such as Plus500, and including reliefs in
connection to appointments and structure of the
compensation and audit committees, as well as in relation
to the appointment of external directors to the board of
directors of the company.
Given the date of which the aforementioned amendment
came into effect, as of the date of approval of this Annual
Report, the Board is examining the effect of the amendment
on Plus500. It should be clarified that as of the date of
publication of this Annual Report, Plus500 has not adopted
any reliefs, and therefore, the disclosure in this Annual Report
refers to the Israeli law that was applicable to Plus500 before
the aforementioned amendment came into force.
Board attendance in FY 2023
Details of the number of scheduled Board meetings and
individual attendance at these meetings are set out in the
Board attendance table below. Where Board members are
unable to attend meetings, for any reason, they are
encouraged to share with the Chair in advance their views
on the agenda items to be discussed at the meetings.
SCHEDULED
MEETINGS ELIGIBLE
TO ATTEND
SCHEDULED
MEETINGS
ATTENDED
Chair of the Board
Prof. Jacob A. Frenkel 10 10 (100%)
Executive Directors
David Zruia 10 10 (100%)
Elad Even-Chen 10 10 (100%)
Senior Independent Non-Executive Director
Prof. Varda Liberman 10 10 (100%)
Independent Non-Executive, External Director
Tami Gottlieb 10 9 (90%)
Independent Non-Executive Directors
Steve Baldwin 10 10 (100%)
Anne Grim
1
7 7 (100%)
Past Independent Non-Executive Director
Sigalia Heifetz
2
10 8 (80%)
1
Anne Grim stepped down from the Board in September 2023, after
completing a three-year term as an Independent Non-Executive
Director and External Director and was elected by shareholders in
January 2024 for a one-year term as an Independent Non-Executive
Director, commencing as of that date.
2
Sigalia Heifetz passed away on 30 December 2023.
Plus500 Ltd. 2023 Annual Report
| 65
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Election of Board members
Following recommendations from the Nomination
Committee and a review by the Chair of the Board, the Board
considers that all Board members continue to be effective,
remain committed to their roles and have sufficient time
available to perform their duties. Information with respect to
the re-election of Board members (excluding External
Directors) will be set out in the 2024 Notice of AGM to be
circulated by the Company to all shareholders in due course.
Information with respect to External Directors who
were recently elected for a three-year term may be found in
the 2024 Notice of EGM published by the Company on
4 December 2023 (as updated on 22 December 2023).
Independence of Non-Executive Directors
and time commitment
Each of the Non-Executive Directors is considered to be
independent of management and is considered by the
Board to be free from any business or other relationships that
could compromise their independence. Their role is to
effectively advise and challenge management, and to
monitor management’s success in delivering the strategy
agreed by the Board. The Chair and the Non-Executive
Directors held discussions and met during the year, without
the Executive Directors’ presence, in order to review and
monitor management performance. Also, during the year,
the Non-Executive Directors, led by the presiding Senior
Independent Director, met without the Chair’s presence, in
order to, among other things, evaluate his performance.
Each Board member is aware of the need to allocate
sufficient time to the Company in order to fulfil their
responsibilities and is notified of all scheduled Board and
Board Committee meetings. None of the Non-Executive
Directors hold any directorships in any FTSE 100 company.
Conflicts of interest
The Company has procedures for the disclosure and review
of any conflicts of interest, or potential conflicts of interest,
which may arise in relation to Board members. The Board
members are asked to disclose any conflict of interest at
each scheduled Board meeting and are aware of their
responsibilities to avoid conflict of interest and to disclose
any conflict or potential conflict of interest to the Board. A
Board member who has a personal interest in a matter that
is considered at a meeting of the Board, the Audit Committee
or the Remuneration Committee shall not attend that
meeting (unless the chair of the Board, the Audit Committee
or the Remuneration Committee, as the case may be,
determines that such person’s presence at the meeting is
required for presentation of the relevant transaction) or vote
on that matter, unless a majority of the respective forum has
a personal interest in the matter as well. If a majority of the
Board has a personal interest in a transaction which is an
extraordinary transaction (as defined in the Companies
Law), then shareholders’ approval is also required.
The authorisation of a conflict matter, and the terms of
authorisation, may be reviewed at any time by the Board. The
Board considers that these procedures are operating
effectively. There have been no matters arising requiring
assessment by the Board as a potential conflict during
this year.
Board evaluation
In accordance with Provision 21 of the Code that FTSE 350
companies should consider having an external evaluation
once every three years, and as a FTSE 250 company, in 2022,
Plus500 engaged Nasdaq Governance Solutions to facilitate
an external evaluation of the Board and its Audit Committee.
The evaluation covered completion of written questionnaires
via a secure digital platform, individual interviews conducted
by Nasdaq Governance Solutions’ experts with Board
members and with the Company Secretary and observance
of meetings.
During the year, the Board also conducted an internal Board
effectiveness evaluation, led by the Chair and the Company
Secretary. All Board members were requested to complete
questionnaires and to evaluate the performance of the
Board in 2023, as well as the performance of the Chair. The
questionnaires were developed by the Chair and the
Company Secretary, taking into consideration the findings of
the 2022 independent third-party evaluation and also the
Financial Reporting Council’s Guidance on Board
Effectiveness, and were circulated to all Board members for
completion. The Company Secretary discussed the
feedback received from the completed questionnaires with
the Chair. The final report on the feedback, comments and
suggestions received was circulated to the Board, and was
presented by the Company Secretary and discussed by the
Board at its meeting held in December 2023.
The Board evaluation covered various aspects of Board
performance, including:
+ Board culture and accountability;
+ Board composition and Director engagement;
+ Audit, risk and internal controls;
+ Strategy and performance oversight;
+ Board meetings and administration;
+ Board’s relationship to management; and
+ Remuneration, talent management and succession
planning.
GOVERNANCE REPORT CONTINUED
Plus500 Ltd. 2023 Annual Report | 66
Strategic Report | Governance | Financial Statements
The findings determined that the Board had higher degrees
of effectiveness, inter alia, in relation to the following:
+ Board’s culture leadership;
+ Cohesiveness, proved communication and great
relationships between Board members and
management;
+ The Board Chair is viewed by Board members as an
effective leader, who consistently brings debate on critical
topics to a clear closure, with consensus;
+ Materials are provided well in advance and Board
members have sufficient time for effective preparation
ahead of meetings; and
+ Management team is open, non-defensive, seeking input
and being challenged by the Board.
Opportunities for improved effectiveness were also identified,
alongside some focus areas for 2024 and topics for Board
training and education. To strengthen its effectiveness, the
Board, supported by the Company Secretary, is evaluating the
findings from both the internal evaluation conducted in 2023
as well as the independent third-party evaluation conducted
in 2022, and with the help of the actions identified in the reports
intends to address and strengthen different focus areas
arising from these evaluations.
Board training and development
All Board members are given updates, on a regular basis, on
changes and developments in the business and the
environment in which the Group operates, in order to further
develop the Board’s understanding and awareness of the
business and its future prospects.
The Company Secretary and the Company’s advisors
provide updates to the Board on relevant legislative and
regulatory corporate governance-related changes, on an
on-going basis.
During the year, Board members attended training sessions
on various areas, including prevention of corruption and
bribery, the Plus500 onboarding funnel and developments in
UK regulation (e.g. the reform of the FCA Listing Regime, MiFID
product governance and the FCA’s Consumer Duty).
In line with Plus500’s position as a global multi-asset fintech
group, and in order to appropriately govern and manage
the business as it seeks to achieve significant future growth,
a further comprehensive Board training plan for 2024
was adopted.
This training plan was designed and tailored for Plus500 and
the specific commercial dynamics of the business, and was
developed in alignment with the recommendations received
as part of the internal evaluation and the independent
third-party evaluation which took place in 2023 and
2022, respectively.
Ensuring that the Annual Report is fair,
balanced and understandable
In relation to the Annual Report and the Consolidated
Financial Statements for the year ended 31 December 2023,
the Board, in conjunction with the Audit Committee, have
sought to ensure that the Annual Report is fair, balanced and
understandable. The Board considers that, taken as a whole,
the Annual Report is fair, balanced and understandable, and
provides the information necessary for shareholders to
assess the Company’s position, performance, business
model and strategy.
The Company continues to encourage the engagement of
both institutional and private investors. During the year,
investor meetings were conducted. The Chief Executive
Officer, David Zruia, and Chief Financial Officer, Elad Even-
Chen, met regularly with institutional investors, particularly
following the issuance of half and full-year results. They are
usually accompanied by the Group’s Head of Investor
Relations, Owen Jones, who manages Plus500’s relationships
and communications with the investment community.
Communication with private individuals is maintained
through the Annual General Meeting and any Extraordinary
General Meeting, the Company’s annual and interim reports
and the scheduled, or otherwise required, trading updates.
The Chairs of the Board’s Committees are available to
answer questions at the Company’s Annual General
Meetings. In addition, further details on the strategy and
performance of the Company can be found on the Investor
Relations website, which includes copies of the Company’s
regulatory news, financial statements, trading updates,
investor presentations and other reports.
Regular updates are provided to the Board on meetings
with shareholders and analysts, as well as on brokers’
opinions. Non-Executive Directors are available to meet
major shareholders, as required. Investors are also
encouraged to contact the Group’s Head of Investor
Relations at: ir@Plus500.com.
Plus500 Ltd. 2023 Annual Report | 67
Strategic Report | Governance | Financial Statements
SHAREHOLDER ENGAGEMENT
SHAREHOLDER ENGAGEMENT
Major interests in shares
As at 28 March 2024, being the latest practicable date before
the approval of this Annual Report, the Company is aware of
the following persons who, directly or indirectly, were
interested in 5% or more of the Company’s capital or voting
rights:
FUND MANAGER NUMBER OF
SHARES
%
BlackRock Inc 4,416,681 5.62
Bank of New York 4,051,556 5.16
The Vanguard Group, Inc 3,941,465 5.02
2023 Annual General Meeting
The 2023 Annual General Meeting was held on 2 May 2023.
All resolutions proposed at the 2023 AGM were duly passed by
shareholders by means of a poll vote (excluding a non-
binding advisory vote on the Directors’ Remuneration Report).
The Board noted that four resolutions passed at the 2023
AGM had more than 20% of votes cast against them. These
resolutions related to the re-election of Mr. Steve Baldwin as
Non-Executive Director, an allotment of shares to the Chair of
the Board, the approval of the remuneration policy for
Directors and Executives and the remuneration terms for the
CEO. Since the AGM, in line with the Company’s commitment
to maintaining on-going, transparent dialogue with its
shareholders, the Company has engaged with various
shareholder advisory bodies and its top shareholders, in
order to gather their feedback on these resolutions. The
Board values the feedback and insights received as part of
this process and believes it has a good understanding of the
reasons behind the votes cast, having engaged with
shareholders and further explained the Board’s position. The
Board will continue to take shareholders’ views into
consideration as part of its approach to achieving high
governance standards and delivering shareholder value.
More specifically, and in relation to the votes cast against the
re-election of Mr. Steve Baldwin as a Non-Executive Director,
the Board understood that the reason for this related in part
to his position as the Chair of the ESG Committee. As we are
dedicated to operating responsibly and sustainably in all
aspects of Plus500’s business and taking the necessary
actions to reduce the relatively minimal impact of the
Group’s operations on the environment, Plus500 has
extended significantly the level of disclosure provided
around the Group’s environmental footprint, as shown in our
ESG Report and TCFD Report on pages 30 to 41 of this Annual
Report. For that reason, and given that our ESG Committee,
led by Mr. Steve Baldwin, continues to monitor this area on an
on-going basis, the Board reaffirms its belief that Mr. Baldwin
remains highly suitable in his position as a Non-Executive
Director and as Chair of the ESG Committee.
The other three resolutions which were passed with more
than 20% of votes cast against them, related to remuneration.
All the other resolutions which were duly passed at the AGM,
had at least 80% of votes cast in favour, while a number of
resolutions relating to remuneration increases of the Chair
and the Independent Non-Executive Directors have received
significantly strong support by shareholders, with more than
99% of votes cast in favour. This demonstrates shareholders’
overall on-going recognition of the importance of providing
appropriate incentives to attract and retain high quality
individuals to the Board whose stewardship is helping to
drive the value of Plus500’s business as the Group
successfully continues to deliver against its strategic
objectives. The Board remains fully committed to achieving
the highest governance standards and will continue to
engage regularly with shareholders and to consider their
views in its decision-making.
2023 Extraordinary General Meeting
The 2023 Extraordinary General Meeting was held on 24 July
2023.
This EGM was convened for the purpose of receiving
shareholders’ authorisation for the Company to make
purchases of its ordinary shares. This single resolution
proposed at the 2023 EGM was duly passed by shareholders
by means of a poll vote.
2024 Extraordinary General Meeting
The 2024 Extraordinary General Meeting was held on
8 January 2024.
This EGM was convened for the purpose of electing two
Independent Non-Executive Directors and External Directors
of the Company for a three-year term in accordance with
the provisions of the Companies Law, and one Independent
Non-Executive Director for a one-year term.
All three resolutions proposed at the 2024 EGM were duly
passed by shareholders by means of a poll vote. The Board
noted that these resolutions had more than 20% of votes cast
against the Board’s recommendation for the resolutions,
and therefore intends to engage with shareholders and
shareholder advisory bodies to better understand their views
in this regard.
2024 Annual General Meeting
The Company’s 2024 Annual General Meeting is scheduled
to be held at 09.00am UK time on 7 May 2024 at Liberum
Capital Limited, Level 12, Ropemaker Place, 25 Ropemaker
Street, London EC2Y 9LY, UK.
Details of all resolutions to be proposed at the 2024 Annual
General Meeting will be included in the Notice of the 2024
Annual General Meeting to be circulated by the Company to
all shareholders in due course.
Plus500 Ltd. 2023 Annual Report | 68
Strategic Report | Governance | Financial Statements
Committee attendance in FY 2023
REPORT OF THE NOMINATION COMMITTEE
REPORT OF THE
NOMINATION COMMITTEE
“Diversity continues to be a key priority
for the Committee, and I am pleased
that our Board is diverse by gender,
in line with the FCA Listing Rules,
alongside the diverse skill set of our
Board members.”
Steve Baldwin
Chair of the Nomination Committee
Dear Shareholder
As the Chair of the Nomination Committee, I am pleased to
have this opportunity to give you an overview of the work of
the Committee during 2023.
The Board is committed to evaluating and reviewing its
structure, size and composition, including its balance of skills,
knowledge, experience and diversity (including gender and
ethnic diversity) while factoring in the Company’s strategy,
risk appetite and future development. The Nomination
Committee reviews and assesses the Board and
Committees’ compositions on behalf of the Board on a
continual basis and whenever needed, recommends the
appointment of new Board members, as well as
recommends the rotations to several Board and
Committees’ roles. In reviewing Board composition, the
Nomination Committee considers the benefits of all aspects
of diversity. I am pleased that in 2023 the Committee
continued to assist the Board in this regard.
The Board is committed to diversity of gender, ethnicity,
background, nationality and professional experience and, as
a result, several new appointments of Non-Executive
Directors have been made over the past three years. As a
result of these important changes, we have maintained the
gender diversity on the Board, as during the vast majority of
FY 2023 we had 50% female representation. As at the date of
this Annual Report, our Board has 43% female representation
(following the passing away of Ms. Sigalia Heifetz on 30
December 2023). However, the Board continues to meet the
diversity targets set out by the FCA. I am also delighted that
one of the senior Board positions is held by a woman (Prof.
Varda Liberman, as the Senior Independent Director).
In 2023, the Committee also dedicated time to review the
composition of the Board Committees and recommended
several changes to the Board in this regard.
Details of the number of scheduled Committee
meetings and individual attendance at these meetings
are set out in the Committee attendance table below.
SCHEDULED
MEETINGS
ELIGIBLE TO
ATTEND
SCHEDULED
MEETINGS
ATTENDED
Steve Baldwin (Chair) 2 2 (100%)
Prof. Jacob A. Frenkel 2 2 (100%)
Anne Grim
1
1 1 (100%)
1
Anne Grim stepped down from the Committee and the Board in
September 2023 after completing a three-year term as an
Independent Non-Executive Director and External Director and
was elected by shareholders in January 2024 for a one-year term
as an Independent Non-Executive Director commencing as of
that date.
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Committee composition
Diversity continues to be a key priority for the Committee,
and I am pleased that our Board is diverse by gender, in line
with the FCA Listing Rules, alongside the diverse skill set of our
Board members. As at the date of this Annual Report, 29% of
Board members (two Board members out of seven Board
members) are from a mixed ethnic background.
According to the evaluation carried out by the Board, all Non-
Executive Directors are considered to be independent in
character and judgement and no cross-directorships exist
between any of the Board members.
Due to the enhanced role of the Nomination Committee set
out in the Code, we are continuing to develop our
programme of activity accordingly. Throughout 2023, the
Nomination Committee dedicated time to review and
discuss succession planning across the business, in order to
ensure, among other things, that there is a good pipeline of
female successors to many of the senior management roles
throughout the business, globally. Also, the Nomination
Committee ensured that all immediate successors are
being developed in accordance with the Company’s training
programme which is in place. The Committee will continue
this year to ensure that there is a strong talent pipeline with
the necessary set of skills and expertise, while considering
female representation and other diversity pillars as part of
this process.
At the Extraordinary General Meeting held in January 2024,
our shareholders approved the Board’s recommendation to
elect Daniel King as an Independent Non-Executive Director
and External Director for a three-year term as of June 2024.
This election ensures further diversification in the Board’s skill
set. Mr. King served as an Independent Non-Executive
Director and External Director of the Company since its IPO in
June 2013 and, having fulfilled his third (and last) three-year
term, stepped down from the Board in June 2022. By June
2024 he will have completed a two-year cooling off period
and can therefore be considered to be an Independent Non-
Executive Director and External Director once again. Having
previously served on the Board of the Company for nine
years, Mr. King is familiar with the Company’s business and
values. We look forward to Mr. King rejoining the Board and
wish him continued success in his role.
I look forward to reporting on the Nomination Committee’s
further progress in next year’s Annual Report.
Steve Baldwin
Chair of the Nomination Committee
29 March 2024
REPORT OF THE NOMINATION COMMITTEE CONTINUED
The Nomination Committee comprises Steve Baldwin as
Chair, and Prof. Jacob A. Frenkel. The Code recommends
that a majority of the members of a Nomination
Committee should be Independent Non-Executive
Directors. The Board considers Steve Baldwin and Prof.
Jacob Frenkel to be independent for the purposes of the
Code. Details of the skills and experience of the
Nomination Committee members are set out on pages
58 to 61 of this Annual Report.
Plus500 Ltd. 2023 Annual Report | 70
Strategic Report | Governance | Financial Statements
Committee responsibilities and activities
The Nomination Committee has responsibility for reviewing
the structure, size and composition (including the skills,
knowledge and experience) of the Board, considering
succession planning and ensuring diversity at Board level.
The other key governance mandates pursuant to the written
terms of reference of the Nomination Committee (which are
available on the Company’s website) are as follows:
+ To oversee succession planning for Board members and
other senior Executives, taking into account the challenges
and opportunities facing the Company;
+ To identify, and nominate for the approval of the Board,
candidates to fill Board vacancies (including External
Directors’ vacancies);
+ To make recommendations concerning the continuation
in office of any Board member at any time, including the
suspension or termination of service; and
+ To prepare a description of the role and capabilities
required for a particular appointment.
The Nomination Committee meets not less than twice a year
and at such other times as required. The Nomination
Committee takes into account the challenges and
opportunities the Group is facing and which skills and
expertise are therefore needed on the Board and its
Committees in the future, while remaining committed to
diversity of gender, ethnicity, background, nationality and
professional experience and developing a talent pipeline
reflective of this diversity.
A summary of the major activities and decisions of the
Committee in 2023 is set out below:
Following the activities of the Committee in 2023, as further
detailed on this page, the Committee is confident that each
Board member brings a unique set of skills and experience
which enables the Board to be reflective of a diverse and
varying range of perspectives and opinions and enables the
Company to achieve its strategy and targets going forward.
Board
composition
and time
commitment
+ Recommended to shareholders on the re-
election of Board members (both
Independent Non-Executive Directors and
Executive Directors);
+ Recommended to shareholders on the
election of two Independent Non-Executive
Directors and External Directors: Tami
Gottlieb was elected for a second three-year
term commencing as of March 2024; Daniel
King was elected for a three-year term
commencing as of June 2024;
+ Reviewed core skills and experience of the
Board and the independence of the Non-
Executive Directors;
+ Oversaw and recommended the rotations of
some members of the Committees;
+ Oversaw the rotation of the SID role;
+ Recommended the ppointment of new
Chair of the Regulatory & Risk Committee;
and
+ Reviewed the time commitment of the
Independent Non-Executive Directors.
Succession
planning
+ Reviewed the tenure of the Board members;
+ Reviewed the Company’s succession plan;
and
+ Fostered the development of talented
employees throughout the business.
Diversity + Reviewed the Equality, Diversity and Inclusion
Policy, in line with the Code and the 40%
target for female board representation set
out in the FCA’s Listing Rules;
+ Reviewed the gender diversity on the Board;
and
+ Reviewed the ethnic diversity on the Board
and of Executive management.
Governance + Reviewed the Committee’s terms of
reference in light of the Code and the
Companies Law; and
+ Reviewed the 2023 Nomination Committee
Report which is included within this Annual
Report.
The Committee believes that each Board member’s
contribution is important to the Company’s long-term
sustainable success.
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Strategic Report | Governance | Financial Statements
Priorities for FY 2024
In the coming year, the Committee will continue to focus on
key themes such as diversity and succession planning and
ensuring a diverse talent pipeline throughout the Group.
Equality, Diversity and Inclusion
Our policy on equality, diversity and inclusion commits to:
+ Ensuring that the selection and appointment process for
employees and Board members includes a diverse range
of candidates;
+ Ensuring that no unlawful discrimination, unfavourable
or less favourable treatment occurs at any stage in
the selection process on the grounds of age,
disability, gender, gender reassignment, marriage or civil
REPORT OF THE NOMINATION COMMITTEE CONTINUED
partnership, pregnancy or maternity, race, ethnic origin,
colour, nationality, national origin, religion or belief, sex or
sexual orientation, educational, professional, cultural and
socio-economic backgrounds, political opinion, sensitive
medical conditions or trade union membership;
+ Disclosing statistics on gender diversity in this Annual
Report as further detailed in page 34; and
+ Reviewing the Equality, Diversity and Inclusion Policy from
time to time to ensure that it complies with relevant local
laws and disclosing the policy in the Annual Report.
The Board has taken significant steps to increase gender
diversity. All Board appointments are made objectively,
based on an individual’s skills and expertise and consistent
with the Equality, Diversity and Inclusion Policy.
OBJECTIVES PROGRESS UPDATES
Ensuring the selection
and appointment
process for employees
and Board members
includes a diverse range
of candidates
Review the employee and
Board member recruitment
procedures which include,
among others, a non-
discriminatory selection
process, allowing the
recruitment of a diverse
workforce.
Continue to apply the
Company’s policies in relation
to equality, diversity and
inclusion to the Board and its
Committees, resulting in
female Board member
representation on each of the
Audit Committee and the
Remuneration Committee.
Furthermore, the Audit
Committee is chaired by a
female Board member.
Ensuring that no unlawful
discrimination occurs at
any stage in the selection
process on the grounds
of age, disability, gender
reassignment, marriage
or civil partnership,
maternity, pregnancy,
race, religion or belief,
gender or sexual
orientation, ethnicity,
country of origin,
nationality and cultural,
socio-economic,
educational or
professional background
Review employee and Board
member recruitment
procedures which include a
non-discriminatory selection
process, at all stages of the
selection process.
OBJECTIVES PROGRESS UPDATES
Improve gender diversity
at Board and senior
management level
One female Non-Executive
Director and External Director
was proposed for election
and was approved by
shareholders for a second
three-year term; One female
Non-Executive Director was
proposed for election and was
approved by shareholders for a
one-year term.
One female was promoted to
Chief People Officer.
Continue to focus on increasing
female representation at senior
management level, including
as potential successors for
such roles.
Reviewing the Equality,
Diversity and Inclusion
Policy
The Committee has reviewed
and approved the updated
Equality, Diversity and
Inclusion Policy, a copy of
which is available on the
Company’s website.
Plus500 Ltd. 2023 Annual Report | 72
Strategic Report | Governance | Financial Statements
Succession planning
The Committee spent time in 2023 considering the important
matter of succession across the business and reviewed the
Company’s formal Succession Planning Procedure. In order
to ensure minimal business disruption in the event of any
unexpected senior management or Board departures, the
Committee is committed to continue developing plans for
identifying appropriate successors in the short, medium and
long-term, while also having regard to the importance of
diversity throughout the Group.
Relevant skills and experience on the Board
JACOB A.
FRENKEL
DAVID
ZRUIA
ELAD
EVEN-CHEN
VARDA
LIBERMAN
TAMI
GOTTLIEB
STEVE
BALDWIN
ANNE
GRIM
Audit and risk management
NED ED ED NED NED NED NED
Finance, banking, financial services and fund
management
NED ED NED NED NED NED
Capital raising, mergers, acquisitions,
investment and transactions
NED ED NED NED
Marketing
ED NED NED
Compliance and regulation
NED ED ED NED NED NED NED
Shareholder relations
NED ED ED NED
Digital technology
ED NED NED NED
Innovation
NED ED ED NED NED NED
ESG
ED ED NED NED NED NED
Enterprise risk management
NED ED NED NED NED NED
ED
Executive Director
NED
Non-Executive Director
Due to the size of the Group, it is not always possible to
identify internal successors for all roles throughout the
business. Nevertheless, the Committee has reviewed plans
for the succession of senior management roles throughout
the business and has identified appropriate candidates as
potential successors (both immediate successors and long-
term successors).
Plus500 Ltd. 2023 Annual Report | 73
Strategic Report | Governance | Financial Statements
Committee attendance in FY 2023
REPORT OF THE AUDIT COMMITTEE
REPORT OF THE
AUDIT COMMITTEE
“Priorities for the Audit Committee
during 2023 included financial
reporting and the associated
assurance of these reports, working
with our internal auditors and
conducting an internal evaluation
of the Committee’s performance
and effectiveness.”
Tami Gottlieb
Chair of the Audit Committee
Dear Shareholder
I am pleased to take this opportunity to give you an overview
of the work of the Committee during 2023. The Audit
Committee performs a key role in the Group’s governance
framework, in assessing internal controls across the Group
and ensuring the integrity of the Group’s financial results.
Priorities for the Audit Committee during 2023 included
financial reporting and the associated assurance of
these reports, working with our internal auditors and
conducting an internal evaluation of the Committee’s
performance and effectiveness, following the independent
third-party evaluation conducted in 2022. The Audit
Committee continued to function efficiently in FY 2023,
supported by a number of consistent and professional
processes that form the basis of the Committee’s monitoring
and review framework.
EY continued to serve as the Company’s internal auditors
during the year. EY’s team is risk-oriented, professional and
familiar with the Group’s business and operations and, since
being appointed in 2022, they have carried out an extensive
risk assessment process. The internal audit plan for FY 2023
was implemented in full and the Committee has approved a
detailed internal audit plan for FY 2024.
Details of the number of scheduled Committee
meetings and individual attendance at these meetings
are set out in the Committee attendance table below.
SCHEDULED
MEETINGS
ELIGIBLE TO
ATTEND
SCHEDULED
MEETINGS
ATTENDED
Tami Gottlieb (Chair) 5 5 (100%)
Steve Baldwin 5 5 (100%)
Prof. Varda Liberman 5 5 (100%)
Anne Grim
1
4 4 (100%)
1
Anne Grim stepped down from the Committee and the Board in
September 2023 after completing a three-year term as an
Independent Non-Executive Director and External Director and
was elected by shareholders in January 2024 for a one-year term
as an Independent Non-Executive Director commencing as of
that date.
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Committee composition
The Committee reviewed a list of non-audit services
provided this year by the Company’s external auditors and
approved the audit plan for 2024. An updated procedure for
identifying related-party transactions was adopted, and the
related party transactions were reviewed and monitored by
the Committee on a semi-annual basis. The Committee
members held a closed session with only the internal and
external auditors in attendance, in order to evaluate and
assess management’s effectiveness.
During the year, an internal evaluation of the Audit
Committee was carried out by our Company Secretary in
order to assess the Committee’s performance and
effectiveness. The results of the evaluation were positive and
the Committee will implement several recommendations
derived from this evaluation in the course of 2024.
I look forward to reporting on the Audit Committee’s progress
going forward, in next year’s Annual Report.
Tami Gottlieb
Chair of the Audit Committee
29 March 2024
The Code recommends that an Audit Committee should
include at least three members who are Independent
Non-Executive Directors, and that at least one member
should have recent and relevant financial experience. The
Companies Law requires that an Audit Committee consist
of at least three Directors qualified to serve as members
of an audit committee under the Companies Law,
including all External Directors, and must be comprised of
a majority of Board members meeting certain
independence criteria of the Companies Law. The Chair
of the audit committee must be an External Director.
The Audit Committee is chaired by Tami Gottlieb and its
other members are Steve Baldwin and Prof. Varda
Liberman. All of the members are therefore Independent
Non-Executive Directors under the Code and meet the
criteria for independence under the Companies Law.
The Board considers that Tami Gottlieb has recent and
relevant financial experience in accordance with the
requirements of the Code. All of the Committee
members have relevant diversified financial services
experience. Details of the skills and experience of the
Audit Committee members are set out on pages 58 to 61.
Following shareholders’ approval at the Extraordinary
General Meeting held on 8 January 2024, Daniel King will
serve as the Committee’s fourth member, as of June
2024. Tami Gottlieb and Daniel King are both considered
External Directors under the Companies Law.
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Strategic Report | Governance | Financial Statements
Committee responsibilities and activities
The Audit Committee is responsible for ensuring that the
financial performance of the Group is properly reported on
and reviewed. The other main key governance mandates
pursuant to the written terms of reference of the Audit
Committee (which are available on the Company’s website)
are, among others, as follows:
+ To monitor the integrity and adequacy of the
Consolidated Financial Statements of the Group
(including annual and interim accounts and results
announcements);
+ To monitor the adequacy and effectiveness of the
Company’s internal financial controls and internal control
and risk management systems;
+ To advise on the appointment of the Company’s external
auditor and on their remuneration; and
+ To monitor and review the effectiveness of the Company’s
internal audit function.
In addition, under the Companies Law, the Audit Committee
is required to monitor deficiencies in the business
management of the Company, including by consulting with
the internal auditor and independent accountants, to review,
classify and approve related-party transactions and
extraordinary transactions, to review the internal auditor’s
audit plan, to oversee the performance of the Company’s
internal auditor and the internal control functions and to
establish and monitor whistleblower procedures.
The Audit Committee meets not less than four times a year
at appropriate intervals in the financial reporting and audit
cycle and otherwise as required. The Audit Committee met
five times during 2023. The internal and external auditors
have the right to attend meetings. The relevant Executive
Directors, the Company’s legal advisors and other persons
may, by invitation from the Chair of the Audit Committee,
attend meetings.
As recommended under the Companies Law, an Audit
Committee should hold, at least once a year, a meeting to
consider any defects in the company’s business
management, with the presence of the internal and external
auditors, and without the presence of officers of the
company who are not members of the Audit Committee. Our
Audit Committee members have followed this
recommendation and in 2023 they met privately with the
Company’s external auditor and internal auditor to discuss
these issues.
REPORT OF THE AUDIT COMMITTEE CONTINUED
A summary of the major activities and decisions of the
Committee in 2023 is set out below:
Financial
performance
review
Reviewed the financial performance and
reviewed the Consolidated Financial
Statements of the Group twice during the year.
Risk
assessment
review and
internal audit
plan
Reviewed the findings of the risk assessment
process conducted by the Company’s internal
auditor and subsequently approved a multi-
year internal audit plan, including a specific
internal audit plan for FY 2023 which was
executed in full. In addition, the Committee has
already approved a detailed internal audit
plan for FY 2024.
Review of
Internal audit
reports
Reviewed and discussed the findings of the
internal audit reports prepared by the
Company’s internal auditor.
External audit
review
Reviewed the progress on implementing
external audit recommendations. Monitored
and reviewed the effectiveness, independence
and objectivity of the external audit function.
Risk control Assisted the Board in the monitoring of the
Group’s internal controls and risk management
systems and their effectiveness.
2023 internal
Committee
evaluation
Discussed and assessed the 2023 internal
Audit Committee evaluation findings.
Governance + Reviewed and amended the Committee’s
terms of reference in light of the Code, the
Companies Law and the new FRC Standard
for Audit Committees.
+ Reviewed the 2023 Audit Committee Report
which is included within this Annual Report.
Significant accounting and financial
judgements in 2023
The Committee considered a number of significant
accounting and financial judgements and estimates, which
were discussed with the external auditors in the planning
stage of the audit, and received the external auditor’s
confirmation that no additional matters have arisen which
require the Committee’s attention.
The significant judgements considered were: revenue
recognition, uncertain tax positions, the control environment
and compliance with laws and regulations. The Committee
also considered the appropriateness of the going concern
basis of the Consolidated Financial Statements and the
level of cash required within the business to satisfy both
external regulatory requirements and the Group’s market
risk management.
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External auditor
It is the responsibility of the Audit Committee to keep under
review the scope and effectiveness of the external auditor.
This includes recommending the appointment and/or
reappointment of the external auditor to the Board (and to
shareholders) and reviewing the scope of the audit, approving
the audit fee and, on an annual basis, satisfying itself that the
auditor is independent and objective. The external auditor is
engaged to express an opinion on the Consolidated Financial
Statements. The external auditor conducts the audit
according to the audit plan which includes different audit
procedures like confirmations, testing samples and
discussing with management the reporting of operational
results and the financial status of the Group, to the extent
necessary to express their audit opinion.
Performance and effectiveness of the
external auditor
Kesselman & Kesselman, a member firm of
PricewaterhouseCoopers International Limited, was
appointed as the Company’s external auditor in 2013 and has
been retained since then to perform audit and audit-related
work on the Company. Other local offices of
PricewaterhouseCoopers perform audit and audit-related
work on the majority of the Company’s subsidiaries.
The Committee assesses the auditor’s independence,
effectiveness and objectivity at least on an annual
basis, through closed sessions and enquiries by the
Committee members.
The Audit Committee monitors the nature and extent of non-
audit work undertaken by the auditors. Given the non-audit
work undertaken by the external auditor and the
Committee’s oversight of its work, the Committee is satisfied
that the independence and objectivity of the external auditor
was adequately safeguarded throughout 2023.
Nevertheless, the external auditor’s independence and
objectivity is kept under on-going review and is a standing
item on the agenda of the Audit Committee.
In addition, the Audit Committee annually monitors the cost
of non-audit work undertaken by the external auditor. The
Audit Committee considers that it is in a position to take
action if at any time it believes there is a risk of the auditor’s
independence and objectivity being undermined through
the award of this task.
Having assessed the external auditor’s effectiveness and
independence during 2023, the Audit Committee concluded
that the auditor demonstrated professional scepticism and
judgement and that the audit process as a whole has been
conducted robustly and that the team selected to undertake
the audit has done so thoroughly and professionally.
Non-audit services
The Company maintains a Non-Audit Services Policy in order
to ensure that the provision of non-audit services do not
impair the external auditor’s independence or objectivity.
During 2023, Kesselman & Kesselman, a member firm of
PricewaterhouseCoopers International Limited, and other
local offices of PricewaterhouseCoopers, provided non-
audit services, such as tax assessments and advice and
regulatory reporting requirements, which totalled $0.3m
(including assurance-related services of $0.2m). The
assurance-related services include mainly local regulatory
reporting requirements for the regulated subsidiaries which
are linked directly with the external auditor’s services.
In addition, part of the non-audit services in the amount
of $0.1m are related to tax assessments which are provided
by the external auditor according to common practice
in specific territories.
The non-audit services fee constitutes 25% of the total fees
payable to the external auditor in 2023.
Overview of the Non-Audit Services Policy
Under the policy, all services provided by the external auditor
(other than the audit itself) are regarded as non-audit
services. The policy draws a distinction between permitted
services (which could be provided subject to conditions set
by the Committee) and prohibited services. The type of non-
audit services deemed to be permitted include assurance
work on non-financial data, tax services including tax
advisory and reporting best practice.
The Committee has provided pre-approval which allows
management to appoint the external auditor to conduct
permitted non-audit services if they fall below a set fee level.
The Committee reviews the pre-approval limit on an annual
basis and it is currently set at $150,000. Any non-audit
services provided by the external auditor are reported to the
Board. In the event that the provision of non-audit services
would exceed $150,000, the Committee would also request
Board approval.
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KEY FINANCIAL REPORTING AND SIGNIFICANT FINANCIAL JUDGEMENTS HOW THE ISSUE WAS ADDRESSED BY THE AUDIT COMMITTEE
Revenue recognition The recognition of revenue is
a key matter to be reviewed,
monitored and tested.
+ The Audit Committee held meetings, among others, with
representatives of the operations, R&D and risk teams to verify
compliance of revenue recognition from all related aspects such as:
IT general controls, access to programmes and supporting data,
programme changes and computer operations for the Group’s
platforms and for the ERP system.
+ The Audit Committee discussed this matter with the external auditor
at the planning and conclusion phases of the audit.
+ The Audit Committee concluded that the revenue recognition
process is appropriate and controls are effective and are
appropriately disclosed in the Consolidated Financial Statements.
Uncertain tax
positions
The Audit Committee
is responsible for the
adequacy of the uncertain
tax positions.
+ The Audit Committee held meetings, among others, with
management and tax advisors to assist the technical aspect of the
Group’s tax positions, including understanding the correspondence
with the different tax authorities and reviewing other third-parties’
advice obtained by management.
+ The Audit Committee discussed this matter with the external auditor
through the process of the audit, and received periodical updates
during the year.
+ The Audit Committee concluded that the provision for uncertain tax
positions is reasonable.
Review and
assessment of the
control environment
The Audit Committee has
the ultimate responsibility
for the supervision of the
control environment. A key
role of the Committee is to
provide oversight and
reassurance to the Board
with regard to the integrity
of the Company’s financial
reporting, internal control
policies and procedures
for the identification,
assessment and reporting
of risk.
+ The Audit Committee reviewed and approved a multi-year internal
audit plan, as well as a specific internal audit plan for FY 2024,
following an extensive risk assessment process conducted by EY, the
Company’s internal auditors. The Audit Committee discussed key
findings with management and reviewed the implementation of all
internal audit report recommendations brought forward from
previous years. In addition, the Committee reviewed key audit risk
topics as presented by the Company’s internal auditors.
+ Management is responsible for establishing and maintaining
adequate internal control over financial reporting. Under the
supervision of the Audit Committee and with management
participation, including the Chief Executive Officer and the Chief
Financial Officer, the Audit Committee evaluated the effectiveness
of the Company’s internal control over financial reporting. In making
this evaluation, which included planning and scoping, design
assessment of the risks and controls, and controls effectiveness
assessment (testing), the Audit Committee and management have
concluded that, as of 31 December 2023, the internal control over
financial reporting is effective.
Review and
assessment of
compliance with laws
and regulations
A key risk to the business
is the fact that the Group’s
business is subject to
various laws and regulations
in different jurisdictions
according to its activities.
+ The Committee, in conjunction with the work of the Regulatory & Risk
Committee, reviewed regulatory and compliance reports prepared
by the Risk and Compliance teams, to ensure compliance with local
regulations in the geographic and business areas the Group
operates in.
+ The Committee considers the grid of audits and regulatory
assessments and reviews their findings. The relevant aspects of
such assessments to the Group’s business are discussed and
assessed by the Committee.
+ Based on discussions with management and discussions held in the
Regulatory & Risk Committee, the Audit Committee came to the
conclusion that the Group is compliant with the applicable regulations.
REPORT OF THE AUDIT COMMITTEE CONTINUED
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KEY FINANCIAL REPORTING AND SIGNIFICANT FINANCIAL JUDGEMENTS HOW THE ISSUE WAS ADDRESSED BY THE AUDIT COMMITTEE
Review and
assessment of
appropriateness of the
going concern basis of
the Financial
Statements and
long-term viability
Going concern and viability
are key matters for the
operations of the Group.
+ The Audit Committee has reviewed the assessment setting out the key
assumptions related to the nature of the Group’s business, budget
reports and cash flow forecasts for the period of three years ending 31
December 2026, taking into account the Group’s anticipated
investment commitments and working capital requirements.
+ These reports detailed the impact of outcomes of stress tests after
applying multiple scenarios to determine how the Group is able to
cope with deterioration in the liquidity profile or capital position.
+ The Audit Committee recommended the Going Concern and
Viability Statement to the Board for approval.
Review and
assessment of the
level of cash required
within the business to
satisfy both external
regulatory
requirements and the
Group’s attitude to
market risk
The Group requires a level of
cash to ensure that it can
operate its trading platforms
and maintain sufficient
cash in its regulated entities
to satisfy regulatory and
operational needs.
+ The Audit Committee reviews on an on-going basis the level of
cash required from a regulatory, operational and risk
management perspective.
+ The Audit Committee concluded that the cash amounts held are
sufficient for all the above-mentioned perspectives.
Internal auditor
Pursuant to the Companies Law, the Board must appoint an
internal auditor recommended by the Audit Committee. An
internal auditor may not be:
+ A person who holds more than 5% of the Company’s
outstanding shares or voting rights;
+ A person who has the power to appoint a Board member
or the Chief Executive Officer of the Company;
+ An officer or Board member of the Company; or
+ A member of the Company’s independent accounting
firm, or anyone acting on its behalf.
The role of the internal auditor is to examine, among other
things, the Company’s compliance with applicable laws and
orderly business procedures. The Audit Committee is
required to oversee the activities and to assess the
performance of the internal auditor, as well as to review and
approve the internal auditor’s work plan, which the
Committee has done so in FY 2023.
As mentioned in last year’s Annual Report, following a review
by the Audit Committee, the Committee came to the
conclusion that, given the increase in the scope of business
of the Group and the diversification of its portfolio and
geographical scope, it would be in the Company’s best
interests to replace the Company’s internal auditors.
Subsequently, and after due process, conducted in
accordance with the provisions of the Companies Law, the
Audit Committee decided to appoint Kost Forer Gabbay &
Kasierer (EY Israel), a member firm of Ernst & Young, as the
Company’s internal auditors, as of FY 2022. EY’s team is risk-
oriented, professional and familiar with the Group’s business
and operations, and since being appointed they have
carried out an extensive risk assessment process. A multi-
year internal audit plan was approved by the Committee,
including a specific internal audit plan for FY 2023 which was
executed in full. The Committee concluded that the internal
audit function was an effective provider of assurance of the
Company’s risks and that the Company has the controls and
appropriate resources as required. In addition, the
Committee has already approved a detailed internal audit
plan for FY 2024.
Whistleblowing Policy
The Group operates a Whistleblowing Policy which
encourages all individuals within the Group (including
employees, partners, consultants, contractors, suppliers,
customers and other third parties) to feel confident to voice
concerns internally in a responsible, anonymous, confidential
and effective manner, should they discover information
which they believe shows serious malpractice or impropriety,
and to question and act upon those concerns. It provides a
method of properly addressing bona fide concerns of such
individuals, while offering whistleblowers protection from
victimisation, harassment or disciplinary proceedings. Such
anonymous reporting can be undertaken 24/7 in local
languages. This policy and its implementation are reviewed
on a regular basis, and annually by the Audit Committee and
the Board. The Audit Committee reports to the Board on the
effectiveness of the Group’s whistleblowing mechanism and
on any matter that arises as a result of it. The Whistleblowing
Policy supervisor is Steve Baldwin, who reported to the
Committee that no whistleblowing complaints were
received in 2023.
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REPORT OF THE AUDIT COMMITTEE CONTINUED
Audit Committee evaluation
In 2022, the Company engaged Nasdaq Governance
Solutions to facilitate the external evaluation of the Board
and the Audit Committee.
The Audit Committee evaluation comprised completion of
written questionnaires via a secure digital platform,
individual interviews conducted by Nasdaq Governance
Solutions’ experts with Audit Committee members and the
observance of one Audit Committee meeting.
During this year, the Audit Committee conducted an internal
evaluation of its effectiveness, led by the Chair of the
Committee and the Company Secretary. All Committee
members were requested to complete questionnaires and
to evaluate the performance of the Audit Committee in 2023,
as well as the performance of the Chair of the Committee.
The questionnaires were developed by the Chair of the
Committee and the Company Secretary, taking into
consideration the findings of the 2022 independent third-
party evaluation, and were circulated to all Audit Committee
members for completion. The Company Secretary discussed
the feedback received from the completed questionnaires
with the Chair of the Committee, and the final report on the
feedback, comments and suggestions received was
circulated to the Committee members and was presented
by the Company Secretary and discussed by the Audit
Committee in December 2023.
The Audit Committee evaluation covered various aspects of
the Committee performance, including:
+ Committee culture;
+ Committee composition;
+ Committee meetings, materials and resources; and
+ Committee role, including oversight of financial reporting,
internal audit and external audit functions.
The evaluation determined that the Audit Committee had
high degrees of effectiveness, inter alia, in relation to the
following:
+ The Committee’s Chair is an effective leader, allowing for
sufficient time for discussions and questions;
+ The Committee members are proactive and well-
engaged with internal and external auditors; and
+ The Committee meetings are well organised and
well facilitated.
Opportunities for improved effectiveness were also
identified, alongside some focus areas for 2024. To
strengthen its effectiveness, the Audit Committee, supported
by the Company Secretary, is evaluating the findings from
both the internal evaluation conducted in 2023 as well as the
independent third-party evaluation conducted in 2022, and
with the help of the actions identified in the reports, will
address and strengthen different focus areas arising from
these evaluations.
Fair, balanced and understandable
The Audit Committee undertakes a duty to consider
whether the 2023 Annual Report and Consolidated
Financial Statements, taken as a whole, are fair,
balanced and understandable, while final determination
lies within the responsibilities of the Board. The Audit
Committee, on behalf of the Board, also assesses
whether there is enough information in the Annual
Report and Consolidated Financial Statements
necessary for shareholders to evaluate the financial
position, performance, governance, business model
and strategy of the Group.
The process
The Committee reviews the Consolidated Financial
Statements and recommends their approval by the
Board.
During the drafting process of the 2023 Annual Report
and Consolidated Financial Statements, the Committee
was given the opportunity to comment and provide
feedback on the drafts. The Committee also considers
whether the content provided in the report has illustrated
the whole picture for the year.
The Committee then evaluated whether the report is
consistent throughout, with a clear layout and linkage to
the different sections, and whether it is presented in a
logical manner to the shareholders.
Conclusion
Following the review, it was the Committee’s opinion that
the 2023 Annual Report and Consolidated Financial
Statements are representative of the year and, taken as
a whole, present a fair, balanced and understandable
overview and provide the information necessary for
shareholders to assess the financial position,
governance, performance, business model and strategy
of the Group.
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Strategic Report | Governance | Financial Statements
Committee attendance in FY 2023
REPORT OF THE REGULATORY & RISK COMMITTEE
REPORT OF THE
REGULATORY & RISK COMMITTEE
“Regulatory compliance and risk
management underpin the integrity
of our business model and the
continued delivery of our strategy,
as Plus500 continues to develop
its position as a global multi-asset
fintech group.”
Prof. Varda Liberman
Chair of the Regulatory & Risk Committee
Dear Shareholder
Having completed my first year as the Chair of the Regulatory
& Risk Committee, after serving as a member of the
Committee since joining the Board in March 2022, I am
pleased to take this opportunity to give you an overview of
the work of the Committee during 2023.
Regulatory compliance and risk management underpin the
integrity of our business model and the continued delivery of
our strategy, as Plus500 continues to develop its position as a
global multi-asset fintech group, by launching new products
and extending its geographic footprint. Accordingly, in 2023,
the Committee continued to monitor the main trading-
related risks of the Group. On a monthly basis, the Committee
is provided with detailed risk reports covering, inter alia,
system exposures, performance analysis, risk mitigation and
Value at Risk (VaR) analysis.
In addition, the Committee receives regular reports on both
compliance and risk, and challenges the performance in
these areas. It also receives Anti-Money Laundering (AML)
reports and internal audit reports relating to the Group’s
regulated entities, and other reports on specific areas where
more detailed testing is felt appropriate. These are described
more fully in the following report.
During the year, the Committee continued undertaking a
robust assessment of the principal risks the Group is facing
and updated its internal risk matrix accordingly. The
Committee has also monitored new areas of regulatory
compliance such as emerging risks and developments in
securities markets regulation.
I am pleased that during 2023 our portfolio of regulatory
licences was further strengthened, taking the Group’s total to
13 regulatory licences globally and further establishing its
position as a global fintech Group.
Details of the number of scheduled Committee
meetings and individual attendance at these meetings
are set out in the Committee attendance table below.
SCHEDULED
MEETINGS
ELIGIBLE TO
ATTEND
SCHEDULED
MEETINGS
ATTENDED
Prof. Varda Liberman (Chair)
1
3 3 (100%)
Elad Even-Chen 3 3 (100%)
Tami Gottlieb 3 3 (100%)
Prof. Jacob A. Frenkel 3 3 (100%)
Sigalia Heifetz
2
3 1 (33%)
1
Prof. Varda Liberman was appointed as Chair of the Committee as
of February 2023, succeeding Sigalia Heifetz.
2
Sigalia Heifetz passed away on 30 December 2023.
Plus500 Ltd. 2023 Annual Report
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In February 2023, the Group obtained a regulatory licence in the
UAE, granted by the Dubai Financial Services Authority (DFSA),
offering a major potential growth opportunity for Plus500. I am
pleased that, to date, the Group’s customer base in this market
is expanding, driven by operational improvements and a
deeper understanding of local market requirements.
In July 2023, the Group obtained a new regulatory licence
from the Securities Commission of the Bahamas (SCB), which
enables a comprehensive range of trading products.
The Group’s global portfolio of regulatory licences continues
to represent a unique and valuable asset, given their scarcity
and the growing complexity of obtaining new licences.
Considered together, the Group’s regulatory licences serve
as an economic moat around the Group’s business, also
increasing the entry barriers to the industry. Additionally, the
Group’s experience and expertise in obtaining regulatory
licences leaves it ideally positioned, as it looks to secure
additional licences in new territories.
Also during the year, the Committee invited representatives
from the Group’s subsidiaries, such as CEOs and Risk &
Compliance officers, to present to the Committee the main
risk and compliance issues relating to their operations, and
will continue to do so in the course of 2024. We held further
discussions in relation to the risks associated with the Group’s
US operations and its other operations and monitored
regulatory changes that arose during the year, which are
applicable to these operations. In 2023, the Committee
members (and the Board as a whole) participated in
regulatory training by the Company’s legal advisors,
covering various developments in UK regulation, including
MiFID product governance and the FCA’s Consumer Duty.
Our priorities for the coming year will be to continue to
assess, and seek to enhance, our approach to risk
management, which is based on ensuring our risk exposures
are aligned with our risk appetite across our product
portfolio. With a global regulatory network already well
established, the Committee believes that the Group remains
well positioned for potential future changes to the regulatory
environment across the markets in which it operates.
I look forward to reporting on the Regulatory & Risk
Committee’s further progress in next year’s Annual Report.
Prof. Varda Liberman
Chair of the Regulatory & Risk Committee
29 March 2024
Committee responsibilities and activities
The Regulatory & Risk Committee meets not less than three
times a year and otherwise as required. The Regulatory & Risk
Committee receives monthly updates from management
on risk, compliance, AML and regulatory issues and reviews
the related internal reports. The Committee has responsibility
for providing oversight with respect to current and potential
future risk exposures of the Group and for overseeing and
monitoring the Group’s compliance with applicable laws,
regulations and orders as required. Its activities include
reviewing relationships with regulatory authorities such as:
the Financial Conduct Authority (FCA) in the UK, the Australian
Securities and Investments Commission (ASIC) in Australia,
the Cyprus Securities and Exchange Commission (CySEC) in
Cyprus, the Israel Securities Authority (ISA) in Israel, the
Financial Markets Authority (FMA) in New Zealand, the
Financial Sector Conduct Authority (FSCA) in South Africa, the
Monetary Authority of Singapore (MAS) in Singapore, the
Financial Services Authority (FSA) in the Seychelles, the
Commodities Futures Trading Commission (CFTC) and
National Futures Association (NFA) in the US, the Estonian
Financial Supervision Authority (EFSA) in Estonia, the Financial
Services Agency (FSA) in Japan, the Dubai Financial Services
Authority (DFSA) in the UAE, the Securities Commission of the
Bahamas (SCB) in the Bahamas and other regulatory
authorities, as appropriate, in jurisdictions where the Group
has a significant operation. The Committee is also
responsible for reviewing risk assessment programmes and
internal controls.
The Regulatory & Risk Committee is responsible for reviewing
the Group’s most significant risks to the achievement of its
strategic objectives and any emerging risks, reviewing the
Group’s Risk Management Policy and ensuring that the
Company’s ethics are being adhered to. The other key
governance mandates, pursuant to the written terms of
reference of the Regulatory & Risk Committee (which are
available on the Company’s website), are as follows:
+ To oversee and advise the Board on current and emerging
risk exposures of the Company and future risk strategy;
+ To keep under review the adequacy and effectiveness of
the Company’s internal financial controls and internal
control and risk management strategy and systems;
+ To review the Group’s capability to identify and manage
new risk types;
+ To review the most significant risks to the achievement of
strategic objectives;
+ To review incident reports which monitor incidents and
remedial activities; and
+ To consider and approve the remit of the risk
management function and ensure that it has adequate
resources and appropriate access to information to
enable it to perform its function effectively and in
accordance with the relevant professional standards.
REPORT OF THE REGULATORY & RISK COMMITTEE CONTINUED
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Committee composition
The Regulatory & Risk Committee is chaired by Prof.
Varda Liberman. The other members are Elad Even-
Chen, Tami Gottlieb and Prof. Jacob A. Frenkel. According
to the Committee’s terms of reference (which are
available on the Company’s website), the Committee
shall comprise at least three members, the activities of
the Committee should involve participation by the Chair
of the Audit Committee (Tami Gottlieb), and the Group
Chief Financial Officer (Elad Even-Chen) should be a
member of the Committee. Details of the skills and
experience of the Regulatory & Risk Committee
members can be found on pages 58 to 61.
A summary of the major activities and decisions of the
Committee in 2023 is set out below.
Regulatory
and
compliance
review
+ Periodically reviewed regulatory,
compliance and AML reports.
+ Oversaw the implementation of new
regulatory requirements.
+ Monitored and assessed the Group’s
relationships with regulatory authorities.
Licence
application
review
+ Reviewed the licence applications
prepared during the period.
Risk review
and
assessment
+ Reviewed periodic risk reports, including VaR
reports and performance analysis reports.
+ Reviewed risk assessment programmes
and internal risk management controls.
+ Reviewed emerging and principal risks for
the period and the Company’s risk register.
+ Reviewed and assessed our current
approach to hedging as well as possible
options for future approaches in this area.
+ Reviewed risks associated with the Group’s
operations, including the US futures
businesses.
Regulatory
training
+ Participated in regulatory training sessions
by the Company’s legal advisors.
Governance + Appointment of new Committee Chair (as
of February 2023).
+ Reviewed the Committee’s terms of
reference.
+ Reviewed the 2023 Regulatory & Risk
Committee Report which is included within
this Annual Report.
+ Reviewed the 2023 Risk Management
Framework which is included within this
Annual Report.
Climate
change
+ Review of 2023 TCFD Report which is
included within this Annual Report, on
pages 37 to 41.
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Committee attendance in FY 2023
REPORT OF THE ESG COMMITTEE
REPORT OF THE
ESG COMMITTEE
“Driven by growing public interest, ESG
continues to be a critical element of
organisational culture, operations and
reporting.”
Steve Baldwin
Chair of the ESG Committee
Dear Shareholder
I have now chaired the ESG Committee for almost two years
and I am pleased to provide an overview of the work carried
out by the ESG Committee during 2023, as well as its
objectives and priorities for the coming year.
Being established for more than three years now, the ESG
Committee, together with the Board and the entire Group,
remain fully committed to developing our ESG strategy, and
will continue to broaden the disclosure on ESG matters in
order to ensure key stakeholders have a clear and
comprehensive understanding of the Group’s activities in
these areas.
Driven by growing public interest, ESG continues to be a
critical element of organisational culture, operations and
reporting. Accordingly, ESG disclosure remains a highly
relevant theme across global capital markets. In this
dynamic and complex environment, ESG issues can have a
direct impact on a company’s competitive advantage and
operational performance, and naturally, investors continue
to seek a greater level of understanding and detail about
how companies are managed in this regard.
In order to identify the ESG priority areas for Plus500, a
comprehensive materiality assessment was carried out in
2021. This important assessment indicated that our key
priorities should be customer care and protection,
organisational culture, cyber security, systems infrastructure
and leadership and governance. Our commercial and
operational approach and progress during 2023 in each of
these areas can be found in this Annual Report, in particular
in the ESG section on pages 30 to 36. With the assessment
laying the foundations of the Group’s approach in this area,
the Committee made strong progress during the year to
further develop Plus500’s position in ESG, by refreshing our
reporting and disclosure, in line with the latest regulatory and
disclosure requirements, as exemplified in various sections
of this Annual Report.
Details of the number of scheduled Committee
meetings and individual attendance at these meetings
are set out in the Committee attendance table below.
SCHEDULED
MEETINGS
ELIGIBLE TO
ATTEND
SCHEDULED
MEETINGS
ATTENDED
Steve Baldwin (Chair) 3 3 (100%)
David Zruia 3 3 (100%)
Anne Grim
1
2 2 (100%)
1
Anne Grim stepped down from the Committee and the Board in
September 2023 after completing a three-year term as an
Independent Non-Executive Director and External Director and
was elected by shareholders in January 2024 for a one-year term
as an Independent Non-Executive Director, commencing as of
that date.
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Committee composition
The Company supports the recommendations published by
the TCFD and during 2023, the Committee continued its work
with a specialist ESG consultant which helped to provide a
foundation for the Group’s on-going approach to ESG
reporting and disclosure going forward. Detailed reporting
and disclosure against the TCFD recommendations, which
includes the reporting of our Scope 1 and Scope 2 emissions
data, including the Group’s future plans to continue to align
itself to the TCFD recommendations, is outlined in the TCFD
Report on pages 37 to 41.
The Group remains committed to managing its
environmental impact, consistently aiming to ensure that it
conducts appropriate and necessary actions to minimise
the impact of its operations on the environment. The Group
has made various commitments, including: to protect the
environment, to reduce waste, as well as water, energy and
resource use, to monitor the Group’s environmental
performance and to ensure that office services are sourced
from providers that share these commitments. Also, during
the year, the Committee and the Board continued to review
Plus500’s Environmental Policy, which is available on the
Company’s website.
The Committee reviewed the Donations & Volunteering
Procedure and received a report from the Company’s
Donations Committee detailing the type and amounts of
donations made during 2023 (both monetary and in-kind
donations), the profile of charitable and non-profit
organisations which received the donations and future
charitable initiatives.
The Committee continued to be mindful of the various
diversity aspects, and ensured, in conjunction with the
Nomination Committee, that our Board is sufficiently diverse
from both gender and ethnic perspectives, and also reviewed
gender diversity as part of the Group’s succession planning.
In depth discussions were held by the Committee during the
course of 2023, with key focus on social aspects, such as
customer care and protection, as well as employees’
satisfaction, welfare, well-being and development.
I look forward to reporting on the ESG Committee’s further
progress in next year’s Annual Report.
Steve Baldwin
Chair of the ESG Committee
29 March 2024
The ESG Committee is chaired by Steve Baldwin. The
other members are David Zruia and Anne Grim.
According to the Committee’s written terms of reference
(which are available on the Company’s website), the
Committee shall comprise at least three members, and
the majority of the members of the Committee should
be Independent Non-Executive Directors (Steve Baldwin
and Anne Grim). Details of the skills and experience
of the ESG Committee members can be found on
pages 58 to 61.
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REPORT OF THE ESG COMMITTEE CONTINUED
Committee responsibilities and activities
The overall responsibilities of the ESG Committee are to
assess the following pillars:
+ Environmental: the Group’s impact on the natural
environment and its adaptation to climate change,
including greenhouse gas emissions, energy
consumption, generation and use of renewable energy,
biodiversity and habitat, impact on water resources and
the status of water bodies, pollution, resource efficiency,
the reduction and management of waste, and the
environmental impact of the Group’s supply chain;
+ Social: the Group’s interactions with employees,
commercial counterparties, stakeholders and the
communities in which it operates and the role of the
Group in society, workplace policies (for example,
employee relations and engagement, diversity, non-
discrimination and equality of treatment, health, safety
and well-being), ethical procurement, any social or
community projects undertaken by the Group, social
aspects of the supply chain, community and stakeholder
engagement or partnerships; and
+ Governance: the ethical conduct of the Group’s business,
including its business ethics policies, code of ethics and
counterparty due diligence.
The other key governance mandates, pursuant to the written
terms of reference of the ESG Committee (which are
available on the Company’s website), are as follows:
+ To ensure that sufficient focus and resource is given to
implementing, monitoring and managing the
Company’s ESG policies and processes and that these
remain effective;
+ To ensure that the Board’s ethics are being adhered to
and the Company continues its commitment to issues
concerning social responsibility;
+ To consider any key learnings from internal or external
reviews and investigations of any marketing, advertising
campaigns and promotional activities which have had a
significant negative impact on the brand or image of the
Group; and
+ To consider the adequacy of the Group’s ESG policies and
processes by reviewing reports prepared by
management in relation to:
+ Diversity in the workplace;
+ Security and health and safety in respect of the Group’s
employees and premises;
+ Charitable donations and pro bono programmes; and
+ The Group’s impact on the environment.
A summary of the major activities and decisions of the
Committee in 2023 is set out below:
Reports and
policies
review
+ Periodic review of ESG reports.
+ Reviewed succession planning (with a focus
on gender diversity).
+ Reviewed the Donations and Volunteering
Procedure.
+ Reviewed the Company’s Environmental Policy
and Equality, Diversity and Inclusion Policy.
Diversity
review
+ Reviewed gender diversity on the Board.
+ Reviewed ethnic diversity on the Board.
Donations
and
community
initiatives
review
+ Reviewed the type and amounts of
donations made during 2023 (both
monetary and in-kind donations), the profile
of charitable and/or non-profit organisations
which received the donations and future
charitable initiatives.
Customer
care and
protection
+ Conducted an in-depth review of customer
care and protection activities in 2023,
presented by the Group Head of Customer
Support.
Employees’
satisfaction,
welfare and
well-being
+ In depth review of employees’ welfare, well-
being and development, presented by the
Chief People Officer.
+ Reviewed employee feedback, as part of
employee satisfaction surveys which were
conducted.
Gap analysis + Worked with a specialist ESG consultant to
conduct a gap analysis of the Group’s ESG
reporting and disclosure, compared to our
UK-listed peer companies and US-listed
fintech companies.
+ Discussed and agreed an approach for the
Group’s ESG reporting and disclosure, based
on the findings of this analysis.
TCFD
reporting
+ Worked with a specialist ESG consultant to
prepare detailed reporting and disclosure
against the TCFD recommendations, which
includes the reporting of our Scope 1 and
Scope 2 emissions data (see page 39 of this
Annual Report).
Governance + Reviewed the Committee’s terms of reference.
+ Reviewed the 2023 ESG Report which is
included within this Annual Report.
+ Reviewed the 2023 ESG Committee Report
which is included within this Annual Report.
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Committee attendance in FY 2023
REPORT OF THE REMUNERATION COMMITTEE
REPORT OF THE
REMUNERATION COMMITTEE
“We are pleased that our 2023
Remuneration Report has further
evolved, as Plus500 continues to
provide clearer and transparent
disclosures aligned to UK best
practice.”
Prof. Varda Liberman and Tami Gottlieb
Members of the Remuneration Committee
Dear Shareholder
We are pleased to present the Remuneration Committee
Report for FY 2023.
In accordance with the provisions of the Companies Law,
shareholders’ approval will be sought for the adoption of a
Remuneration Policy, once every three years or earlier if a
change to policy is required. Hence, such shareholders’
approval was sought in 2021 in relation to adopting a
Remuneration Policy for the years 2021, 2022 and 2023. This
policy which was approved at the 2021 AGM held on 4 May 2021.
The Remuneration Committee and the Board take
governance matters very seriously and therefore
acknowledged that, in recent years, some of our
shareholders have sought a greater level of disclosures as to
the Remuneration Committee’s decision-making process.
This has been a key consideration throughout the
Remuneration Committee’s review process.
In this context, the Remuneration Committee retained and
sought advice from leading compensation consultants, and,
following on-going engagement with shareholders, the
Remuneration Committee and the Board reviewed the
Remuneration Policy for the years 2021-2023, and proposed
changes to bring this policy more in line with UK norms and
best practice. Accordingly, the Company sought
shareholders’ approval in relation to adopting a
Remuneration Policy for the years 2024, 2025 and 2026. We
are pleased that this policy was approved at our 2023 AGM
held on 2 May 2023 and took effect as of 1 January 2024.
Our new Remuneration Policy includes several changes to
accommodate this alignment with UK best practice, such as,
among others: (1) LTIP scheme for Executive Management are
now 100% subject to a post-vesting holding period of two
years, which reflects a significant positive change from the
previous post-vesting holding period (30% on the first year of
the LTIP award, 40% on the second year of the LTIP award and
50% on the third year of the LTIP award). This scheme positions
Details of the number of scheduled Committee
meetings and individual attendance at these meetings
are set out in the Committee attendance table below.
SCHEDULED
MEETINGS
ELIGIBLE TO
ATTEND
SCHEDULED
MEETINGS
ATTENDED
Tami Gottlieb 2 2 (100%)
Varda Liberman
1
2 2 (100%)
Anne Grim
2
2 2 (100%)
Sigalia Heifetz
3
0 0
1
Prof. Varda Liberman was appointed as a member of the
Committee in February 2023.
2
Anne Grim stepped down from the Committee (also from serving
as the Chair of the Committee) and the Board in September 2023
after completing a three-year term as an Independent Non-
Executive Director and External Director and was elected by
shareholders in January 2024 for a one-year term as an
Independent Non-Executive Director, commencing as of that date.
3
In February 2023, Sigalia Heifetz stepped down from the
Committee, prior to any scheduled meeting of the Committee.
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Strategic Report | Governance | Financial Statements
the Company in line with UK best practice; (2) The LTIP scheme
now continues with a newly implemented post-contractual
agreement with a period of two years; and (3) Increasing short
term incentive award deferral to 67% in shares and 33% in
cash, instead of 33% in shares and 67% in cash.
Our 2023 Remuneration Report has further evolved, as
Plus500 continues to provide clearer and transparent
disclosures aligned to UK best practice.
As a company incorporated in Israel, Plus500 is subject to
various mandatory corporate governance requirements under
the Companies Law. The Directors’ Remuneration Report, which
will be put to shareholders’ vote (as a non-binding advisory
vote) at our 2024 AGM, has been prepared once again with the
view of considering both the Israeli mandatory requirements
and the standards for a UK company. The Company considers
methods for being aligned with the standards for a UK
company, which in some areas may contradict the
requirements under the Israeli law, while making required
adjustments in order to conform with the requirements under
the Israeli law pertaining to remuneration, and best market
practice in the Israeli hi-tech environment.
Our Directors’ Remuneration Report provides a short
overview of remuneration paid in respect of performance
in 2023.
Business performance
The Group delivered an excellent operational and financial
performance in FY 2023, achieving further growth and
building on its long-term track record of robust performance
since the IPO in 2013. Plus500 made outstanding progress
against its strategic roadmap this year, with the objective of
further developing its position as a global multi-asset fintech
group, and in terms of its operational performance, the
Group delivered strong operational markers during 2023.
Plus500’s financial performance in FY 2023 was also
exceptional, reinforcing the Group’s financial position, delivering
further outstanding revenue and EBITDA performance.
2023 operation of policy
2023 was another year of excellent financial and operational
performance, and the annual bonus targets were met in full
with bonus payable to David Zruia of $1,395,000 and Elad
Even-Chen of $1,395,000, as a result of their leadership, hard
work and commitment. Plus500 outperformed against a
number of strategic objectives, including the delivery of the
following milestones:
Operational milestones:
+ Strong progress made in the US futures market, as
evidenced by the increase in new customers in both B2B
(Institutional) and B2C (Retail) businesses. The Group also
launched ‘Plus500 Futures’, a new proprietary futures
trading platform designed for the US retail market to trade
in futures, bringing innovative trading solutions to the
futures market.
+ Significant progress made in the high-growth UAE market,
following the grant of a regulatory licence from the Dubai
Financial Services Authority (DFSA) in 2023. The UAE
represents a significant and growing market for the Group
and its business in this region is fully operational and
developing quickly.
+ Major milestone reached in Japan with the launch of a
new proprietary FX OTC trading platform tailored
specifically for the Japanese retail market.
+ In July 2023, the Group obtained a new regulatory licence
from the Securities Commission of the Bahamas (SCB).
Financial milestones:
+ Group revenue was $726.2m in FY 2023 and EBITDA was
$340.5m, both of which were significantly ahead of
market expectations.
+ The Company’s financial position remained extremely
strong with cash balances of over $900m as of 31
December 2023.
+ During FY 2023, the Company returned to shareholders
$365.1m, comprising share buybacks of $275.3m and
dividends of $89.8m.
+ Additional shareholder returns of $175.0m were
announced in February 2024, comprising a share
buyback programme of $100.0m and dividends of $75.0m.
Full details of the remuneration payable for FY 2023
performance are set out in the Remuneration Report on
pages 93 to 102.
The Remuneration Committee and the Board
comprehensively assessed Executive Management’s
performance against these targets and, given Executive
Management’s substantial commitment in leading and
delivering Plus500’s outstanding strategic, operational and
financial performance during FY 2023, determined that these
targets were met. Furthermore, the Board is comfortable that
the remuneration paid for 2023 is aligned to the strong
performance in the year and investor returns, particularly in
the context of a challenging macro-economic environment
and the impact of on-going uncertainty within the
international capital markets.
REPORT OF THE REMUNERATION COMMITTEE CONTINUED
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Committee composition
The Code recommends a remuneration committee to
consist of at least three members and that all of its
members be Non-Executive Directors, independent in
character and judgement and free from any relationship
or circumstance which may, could or would be likely to,
or appear to, affect their judgement.
The Companies Law requires a remuneration committee
to consist of at least three members, and all of the
External Directors must be members of the committee
and constitute the majority thereof. The remaining
members must qualify to serve as members of the Audit
Committee as defined in the Companies Law and whose
compensation is in accordance with the compensation
requirements applicable to the External Directors. The
Chair of the Remuneration Committee must be an
External Director.
Anne Grim stepped down from the Committee (also
from serving as the Chair of the Committee) in
September 2023 after completing a three-year term as
an Independent Non-Executive Director and External
Director. Accordingly, as of the date of this Annual Report,
the Remuneration Committee comprises Prof. Varda
Liberman (appointed in February 2023, replacing Sigalia
Heifetz) and Tami Gottlieb. Details of the skills and
experience of the Remuneration Committee members
can be found on pages 58 to 61.
Following shareholders’ approval at the Extraordinary
General Meeting held on 8 January 2024, Daniel King will
serve as the Committee’s third member, as of June 2024.
Both Tami Gottlieb and Daniel King are External Directors
under the Companies Law.
Concluding remarks
Since the 2023 AGM results, the Board engaged with various
shareholder advisory bodies and a number of shareholders,
taking into account their feedback.
All the resolutions put to the 2023 AGM were approved by
the requisite majority with the exception of the non-
binding advisory resolution to approve the Directors’
Remuneration Report.
The Board also noted that four resolutions, which passed at
the 2023 AGM, had more than 20% of votes cast against them,
among them three resolutions related to remuneration.
All the other resolutions which were duly passed at the 2023
AGM had at least 80% of votes cast in favour, with several
resolutions receiving even a greater level of support by
shareholders, with more than 99% of votes cast in favour. This
strong support further demonstrates shareholders’ overall
on-going recognition of the importance of providing
appropriate incentives to attract and retain high quality
individuals to the Board whose stewardship is helping to drive
the value of Plus500’s business as the Group successfully
continues to deliver against its strategic objectives.
The Board remains fully committed to achieving the highest
governance standards and will continue to engage
regularly with shareholders and to consider their views in its
decision-making.
Prof. Varda Liberman Tami Gottlieb
Members of the Remuneration Committee
29 March 2024
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Annual report on remuneration 2023
This section of the Annual Report describes the
implementation of the terms of reference, Israeli law
requirements and the provisions of the Code.
Committee responsibilities and activities
The Remuneration Committee meets not less than twice
a year and at such other times as required. The
Remuneration Committee has responsibility for
determining, within the agreed terms of reference, the
Companies Law provisions and subject to the
Remuneration Policy, the Group’s policy on the
remuneration packages of the Company’s Chief
Executive Officer, Chief Financial Officer, the Chair of the
Board and the other Non-Executive Directors, the
Company Secretary and other senior executives
determined by the Committee.
The other key governance mandates of the Committee
pursuant to the Companies Law and the written terms of
reference of the Remuneration Committee (which are
available on the Company’s website) are as follows:
+ Reviewing the Remuneration Policy and making
recommendations to the Board with respect to the
approval of the remuneration policy at least once in
every three years;
+ Reviewing the implementation of the Remuneration
Policy and periodically making recommendations to
the Board with respect to any amendments or
updates of the Remuneration Policy;
+ In determining remuneration policies for the
Company’s senior management and/or individual
remuneration packages of each Executive Director,
the Chair of the Board and other designated senior
executives, the Remuneration Committee is required
to give regard to the relevant legal and regulatory
requirements, the provisions of the Companies Law,
the provisions and recommendations of the Code
and associated guidance;
+ Approving and determining the targets for any
performance-related pay schemes; and
+ Reviewing the design of all share incentive plans to be
brought for approval by the Board and (if required or
deemed appropriate) the shareholders.
A summary of the major activities and decisions of the
Committee in 2023 is set out below:
Base salary/
service fees
+ Reviewed the Executive Directors’
remuneration.
+ Reviewed and approved the Executive
Directors’ remuneration for the years 2024-
2026 and recommended it to the Board
and the Company’s shareholders.
+ Reviewed and approved the Chair’s and
Non-Executive Directors’ fees and
recommended them to the Board and the
Company’s shareholders.
Bonus + Reviewed the performance of the Chief
Executive Officer and the Executive
Directors compared to the targets
previously set and approved.
Long-Term
Incentive Plans
(“LTIPs”)/
Restricted
Share Units
(“RSUs”)
+ Reviewed the Executive Directors’ 2023 LTIP
plans.
+ Reviewed and approved the 2023 RSU
grants to Executive employees.
Remuneration
Policy for
Directors and
Executives
+ Reviewed and approved a new
remuneration policy for Directors and
Executives for the years 2024-2026 and
recommended it to the Board and the
Company’s shareholders.
Governance + Oversaw the rotation in the Committee
membership (as of February 2023).
+ Reviewed corporate governance and
determined the appropriate levels of
disclosure for the 2023 Directors’
Remuneration Report.
+ Reviewed the 2023 AGM remuneration
report results and investor and shareholder
advisory bodies’ views on remuneration.
+ Reviewed the Committee’s terms of
reference in light of the Code and the
Companies Law.
+ Reviewed the 2023 Remuneration
Committee Report which is included within
this Annual Report.
+ Reviewed the 2023 Directors’ Remuneration
Report, which is included within this Annual
Report.
Other + Reviewed remuneration consultant costs
and appointment.
The Company Secretary ensures that the Remuneration
Committee fulfils its duties under the Companies Law and its
terms of reference and provides regular updates to the
Remuneration Committee on relevant regulatory
developments in the UK, information on Israeli market trends
and compensation structures on a broader group level.
REPORT OF THE REMUNERATION COMMITTEE CONTINUED
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Remuneration policy
Pursuant to the Companies Law, all public Israeli companies,
including companies whose shares are only publicly listed
outside of Israel, such as Plus500, are required to adopt a
written remuneration policy for their Board members and
Executives, which addresses certain items prescribed by the
Companies Law. The adoption, amendment and
restatement of the policy is to be recommended by the
Remuneration Committee and approved by the Board and
the Company’s shareholders.
Remuneration Policy for the years 2021, 2022 and 2023
The Remuneration Policy was approved at the 2021 AGM on 4
May 2021, after a thorough and comprehensive review
undertaken by the Committee, which included consultation
with major shareholders and engagement with shareholder
advisory bodies.
The Remuneration Policy for the years 2021, 2022 and 2023,
provided some far-reaching changes from the previous
policy and operation to ensure that we are making
significant strides to align to the UK norm.
Remuneration Policy for the years 2024, 2025 and 2026
During 2023, the Remuneration Committee and the Board
reviewed the Remuneration Policy for the years 2021-2023 and
proposed changes to bring this policy even more in line with
UK norms and best practice, including through proposing only
a modest pay increase to the Executive and Non-Executive
Directors, which represents a considerably lower increase
than the average pay increase generally, in the country where
the Company’s HQ resides and specifically in the Company.
Accordingly, the Company sought shareholders’ approval in
relation to adopting a new Remuneration Policy for the years
2024, 2025 and 2026, to take effect as of 1 January 2024. We
are pleased that this policy was approved at our 2023 AGM
held on 2 May 2023.
The new Remuneration Policy includes several changes
to accommodate this closer alignment with UK best practice.
In particular:
+ The new Remuneration Policy includes a modest pay
increase for Executive Management, from 1 January 2024,
after three years of no pay increases. This is in the context
of a strong performance of the business against a
challenging economic environment. This is
approximately 60% lower than the average increase
across the entire employee base of Plus500 Ltd. and,
additionally, remains lower than the pay increase in
comparable FTSE 250 companies;
+ The LTIP scheme for Executive Management is 100% subject
to a post-vesting holding period of two years, which reflects
a significant improvement from the current post-vesting
holding period (30% on the first year of the LTIP award, 40%
on the second year of the LTIP award and 50% on the third
year of the LTIP award). This scheme positions the Company
in line with UK best practice;
+ The LTIP scheme continued with a newly implemented
post-contractual agreement with a period of two years;
and
+ Annual bonus award deferral to 67% in shares and 33% in
cash, instead of 33% in shares and 67% in cash.
+ The Remuneration Committee and the Board confirmed
that the targeted KPIs included within the Remuneration
Policy are sufficiently stretched and additional disclosures
have been included in order to provide a greater level of
visibility for shareholders.
In accordance with the provisions of the Companies Law,
shareholders’ approval will continue to be sought for our
Remuneration Policy at least once every three years.
Stakeholder engagement
Employees, customers and suppliers
The Board regularly communicates with and receives
feedback from the Group’s employees through a variety of
channels. Steve Baldwin, as the designated Non-Executive
Director dedicated to workforce engagement, meets on a
yearly basis with the Group’s workforce and at such meetings
employees have the opportunity to share their views,
including on executive and employee remuneration.
In addition, employees can contact Steve Baldwin directly on
matters they wish to discuss with him or with the Board. Steve
Baldwin also regularly communicates with the senior
management who have connections with other
stakeholders of the Company, such as customers and
suppliers. Mr. Baldwin reports any key messages deriving
from such conversations to the Board and ensures that such
messages are considered as part of the Board’s decision-
making process. Plus500 holds regular employee workshops
and briefings on a variety of topics and conducts round
table discussions with its employees worldwide.
The Company seeks to consider and act on employee
feedback and is committed to ensuring that its remuneration
structures are supported by its employees. The Company is
also continually working to develop best practice in line with
the Code and is considering whether additional channels of
employee communication are required in order to better
develop employee engagement and foster stronger
connections with its workforce.
Shareholders
The Chair of the Board, as well as the Remuneration
Committee, are in communication with shareholders of the
Company on a variety of matters and are grateful for
shareholders’ engagement and feedback.
As mentioned, in developing the Company’s new
Remuneration Policy for the years 2024, 2025 and 2026, which
was approved by shareholders at the 2023 AGM, the
Committee consulted with major shareholders and
engaged with other shareholder advisory bodies.
Shareholders are also aware, that as the Company is
incorporated under the laws of the State of Israel, there are a
small number of matters required by law which the
Company must comply with, that are not fully aligned with
UK practice.
The Board always takes the outcome of shareholder votes
seriously and, going forward, will continue its engagement
and dialogue with shareholders and their representatives
and will continue to consider related shareholder feedback,
with a view to implementing this feedback, as appropriate.
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Approach to recruitment and
remuneration of Executive Directors
Plus500 believes that strong, effective leadership is
fundamental to its continued growth and success in the
future. This requires the ability to attract, retain, reward and
motivate highly skilled Executive Directors, with the
competencies needed to excel in a rapidly changing
marketplace and to continually motivate their employees.
When setting remuneration packages for new Executive
Directors, pay will be set in line with the Remuneration Policy
of the Company. Several factors will be considered,
including: the geography in which the role competes or is
recruited from; the candidate’s experience and skills; the
remuneration levels of other Executive Directors and
colleagues in peer companies in Israel and in the
international market; and market standards and norms in
the UK and the international markets.
If necessary, Executive Directors may be provided with
contributions towards relocation expenses, housing, school
fees etc., all in line with the practices within the relocated
countries and the level of executive seniority applicable to
the executive and his family.
Non-Executive Directors
Non-Executive Directors are appointed for a one-year term
and are subject to re-election at each AGM. External Directors
are appointed by shareholders at an EGM or AGM for a three-
year term commencing on the date of their appointment by
the shareholders. This term may be extended for up to two
additional three-year terms subject to re-election by
shareholders at an EGM or AGM. The term of office can be
terminated by the Non-Executive Director with two months’
written notice, or by the Company with immediate effect if
the Non-Executive Director is not re-elected or is otherwise
removed from office in accordance with the Articles.
Notwithstanding this, External Directors’ service may be
terminated by the Company also in such circumstances and
manner provided under the Companies Law. Upon
termination no additional payments are due.
The table below details the date and period of appointment of each
Non-Executive Director presiding
NAME POSITION
DATE OF INITIAL
APPOINTMENT TO THE
BOARD OF DIRECTORS
DATE OF MOST RECENT
APPOINTMENT TO THE
BOARD OF DIRECTORS
PERIOD OF
APPOINTMENT
Prof. Jacob A. Frenkel Independent Non-Executive
Director and Chair
May 2021 May 2023 1 year
Prof. Varda Liberman Senior Independent
Non-Executive Director
March 2022 May 2023 1 year
Tami Gottlieb Independent Non-Executive
Director and External Director
March 2021 March 2024 3 years
Anne Grim Independent Non-Executive
Director
September 2020 January 2024 1 year
Steve Baldwin Independent Non-Executive
Director
June 2017 May 2023 1 year
The table below details the date and period of appointment of each
Executive Director presiding
NAME POSITION
DATE OF INITIAL
APPOINTMENT TO THE
BOARD OF DIRECTORS
DATE OF MOST RECENT
APPOINTMENT TO THE
BOARD OF DIRECTORS
PERIOD OF
APPOINTMENT
David Zruia Executive Director April 2020 May 2023 1 year
Elad Even-Chen Executive Director June 2016 May 2023 1 year
REPORT OF THE REMUNERATION COMMITTEE CONTINUED
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Strategic Report | Governance | Financial Statements
DIRECTORS’ REMUNERATION REPORT
ANNUAL REPORT ON
REMUNERATION 2023
Introduction
This report sets out information about the remuneration of the Board members of the Company, for the year ended
31 December 2023.
Audited information – Directors’ remuneration – 1 January 2023 to 31 December 2023
Single figure of remuneration
The detailed emoluments received by the Executive and Non-Executive Directors during the year ended 31 December 2023
are detailed below.
The information provided in this section and accompanying notes has been audited by Kesselman & Kesselman, a member
firm of PricewaterhouseCoopers International Limited.
BASE SALARY/
SERVICE FEES
1
OTHER
EXPENSES
2
TOTAL
FIXED PAY
ANNUAL
BONUS
LTIPs/
RSUs
SHARE
APPRECIATION
RIGHTS
TOTAL
VARIABLE PAY TOTAL
(US$000) 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022
Executive Directors
David Zruia 639 639 143 143 782 782 1,395 1,531 1,559 231 – 1,842 2,954 3,604 3,736 4,386
Elad Even-Chen 639 639 143 143 782 782 1,395 1,531 1,559 289 – 2,093 2,954 3,913 3,736 4,695
Non-Executive
Directors
Jacob A. Frenkel
(Chair) 740 705 – – 740 705 – – – – – – – – 740 705
Varda Liberman
3
130 97 – – 130 97 – – – – – – – – 130 97
Tami Gottlieb 130 124 – – 130 124 – – – – – – – – 130 124
Steve Baldwin 130 124 – – 130 124 – – – – – – – – 130 124
Anne Grim
4
98 124 – – 98 124 – – – – – – – – 98 124
Sigalia Heifetz
5
130 124 – – 130 124 – – – – – – – – 130 124
1
The remuneration terms comprised of a salary for David Zruia and service contract fees for Elad Even-Chen (the “base service fees”) according to the
FX rate approved at the AGM.
2
Includes social and other contractual-related expenses.
3
Prof. Varda Liberman was appointed as a Non-Executive Director on 18 March 2022.
4
Anne Grim stepped down from the Board in September 2023 after completing a three-year term as an Independent Non-Executive Director and
External Director and was elected by shareholders in January 2024 for a one-year term as an Independent Non-Executive Director, commencing
as of that date. Accordingly, during the above mentioned period in which she did not serve as a Non-Executive Director, she did not receive
any payment.
5
Sigalia Heifetz passed away on 30 December 2023.
General note: In line with the UK reporting regulations, LTIP and RSU awards shall be reported within the Remuneration Report in the year that the
performance period ends, with the value of the award on grant date. Accordingly, any deferred equity schemes shall be reported as a whole at the
end of the performance period.
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DIRECTORS’ REMUNERATION REPORT CONTINUED
Commentary on the single figure table
Base salary, base service fees and social and other contractual-related expenses
David Zruia’s base salary in 2023 was ILS 2,060,000 as approved by the AGM on 4 May 2021. Elad Even-Chen’s base service fee
in 2023 was ILS 2,060,000 as approved by the AGM on 4 May 2021.
Annual Bonus
The 2023 annual bonus for the Executive Directors was determined based on the achievement of the performance measures
and targets set out below:
FINANCIAL
METRICS WEIGHTING OBJECTIVES PERFORMANCE
ACHIEVEMENT
(% OF MAXIMUM)
EPS 40% EPS target to be set according to stretched external
independent consensus to be set by third party analysts.
Achievement of an EPS growth rate. Target EPS threshold of
$2.35. Minimum threshold is 15% lower EPS from the target
threshold EPS and the maximum payout is made for
reaching a 15% increase from the target threshold,
calculated on a linear basis.
Actual basic EPS for
FY 2023 is $3.17
100%
Revenue 20% Revenue target to be set according to stretched external
independent consensus. Achievement of revenue growth
rate. Target revenue threshold of $605.1m. Minimum
threshold is 15% lower revenue from the target threshold
revenue and the maximum payout is made for reaching a
15% increase from the target threshold, calculated on a
linear basis.
Actual Revenue for
FY 2023 is $726.2m
100%
Total 60% 100%
NON-FINANCIAL
METRICS WEIGHTING OBJECTIVES PERFORMANCE
ACHIEVEMENT
(% OF MAXIMUM)
Operational 40% Achievement of operational targets comprise three
equally weighted elements: Customers and Systems,
Operations and Risk and Regulation
Parameters achieved
for FY 2023
100%
Total 40% 100%
The Remuneration Committee and the Board comprehensively assessed Executive Management’s performance against
these stretching targets, which were set before the start of FY 2023. Given the Executive Management’s substantial
commitment in leading and delivering Plus500’s outstanding strategic, operational and financial performance during FY
2023, the Board determined that these targets were met in full. Further details of the financial and non-financial KPIs are as
follows:
Financial KPIs: the EPS and revenue targets applying to the performance-related Annual Bonus are reviewed annually, and
the Remuneration Committee uses external market consensus as a basis for the threshold targets. This is the external market
consensus of various analysts which cover the Company in their views towards the Company’s performance. The
Remuneration Committee believes that using the external market consensus as a basis for the threshold target allows for
alignment between remuneration paid to Executive Directors and the market expectations. Thus, the Committee feels
comfortable that such independent measures are sufficiently stretched.
The financial target performance related to the Annual Bonus are typically in line with the top end of external market
expectations. Plus500 FY 2023 EPS target of $2.35, which was based on external market expectations, took into consideration a
stretched growth element, compared to the FY 2022 target EPS of $1.91 and was also based on external market expectations.
Therefore, the FY 2023 EPS target of $2.35, was stretched and meaningfully higher than that of the previous year. Additionally,
the actual outcome of FY 2023 EPS was meaningfully higher than the targeted external market expectations, as a result of the
executive management’s successful deployment against the Group’s strategic roadmap.
EPS is a primary KPI and important underlying measure for Plus500, which helps investors compare the Group’s performance
to its peer group and the wider market. It takes into account the underlying performance, including revenue and profitability,
of the business. Therefore, the Remuneration Committee believes EPS should be an important element in both the Annual
Bonus and LTIP awards for executive management.
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Non-financial KPIs: the operational KPIs outlined in the table above consist of:
+ Customer Satisfaction and Systems Availability, measured by applicable KPIs. The Group puts a great deal of focus on
customer care and the Board believes that in order to enable continued future growth for Plus500, there should be an on-
going focus on Customer Satisfaction Levels, measured quantitatively;
+ Development and implementation of new technologies to enable the expansion of the localised payment abilities,
measured by level of functioning of various technology-based operational systems. In FY 2023, various payment methods
and other technological solutions were developed internally to enable such new capabilities; and
+ Risk and Regulation, measured by KPIs related to the regulatory framework. As a Group which has various highly regulated
wholly owned subsidiaries, there are thresholds to be met in order to confirm there are appropriate and clear outcomes to
the risk and regulatory framework. In FY 2023, such thresholds were fully met.
Further specific details of these targets and performance against them are not disclosed as the Board believes they are
commercially sensitive. They will remain market sensitive because they are an integral part of our on-going business
operations. The Remuneration Committee has provided as much information as it is able to, given the nature of the objectives,
so that investors can be comfortable that the Remuneration Committee and the Board have used a thorough approach in
setting the objectives and targets and measuring the outcome.
Based on the performance against these targets described above, the Board agreed the following 2023 bonus awards based
on 100% of the maximum opportunity to present achievements and meeting targets.
2023 bonus awards (US$000)
CASH BONUS
BONUS
ALLOCATED IN
SHARES
TOTAL ANNUAL
BONUS
MAXIMUM OPPORTUNITY
AS PERCENTAGE OF
ANNUAL SALARY/BASE
SERVICE FEES*
David Zruia 930 465 1,395 250%
Elad Even-Chen 930 465 1,395 250%
*Percentage calculation based on annual employment/contractual agreements in ILS.
According to the Executive Directors remuneration scheme, an amount equal to 33.33% of the Annual Bonus achieved was
paid by way of allotment of ordinary shares of the Company on 31 December 2023. The number of ordinary shares allotted on
the payment date was calculated based on the ordinary share price of GBP 18.56, as adjusted for total shareholder returns.
The allotted ordinary shares are subject to a post vesting holding period.
2023 LTIP Awards
Scheme interests awarded during the year ending 31 December 2023
Executive Directors were granted LTIP grants in respect of 2023 which will vest after three years to the extent performance
targets and KPIs have been achieved, as summarised in the table below.
TARGETS
PERFORMANCE MEASURE WEIGHTING THRESHOLD (25% OF MAX) MAXIMUM (100% OF MAX)
Relative TSR vs bespoke group 20% Median Median plus 10% p.a.
Relative TSR vs FTSE 250 10% Median Upper Quartile
EPS 30% Subject to achieving EPS target to be set
according to stretched external
independent consensus
Strategic 20% Subject to achieving strategic objectives, as
set by the Board and related to growth through
M&A, new products and new markets
Operational 20% Subject to achieving operational objectives,
as set by the Board and related to customer
growth and people objectives
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DIRECTORS’ REMUNERATION REPORT CONTINUED
The details for the LTIP awards granted to each Executive Director are shown below.
GRANT DATE
NUMBER OF
SHARES GRANTED
FACE VALUE OF THE
AWARD (USD) VESTING DATE
MAXIMUM OPPORTUNITY
AS PERCENTAGE OF
ANNUAL SALARY/BASE
SERVICE FEES
*
David Zruia 15 February 2023 84,270 1,460,164 31 December 2025 250%
Elad Even-Chen 15 February 2023 84,270 1,460,164 31 December 2025 250%
* Percentage calculation based on annual amounts of the contractual agreements in ILS.
General note: Face value of the award and the number of shares granted on grant date are calculated with reference to share price of 14.50 GBP and
FX rate USD/ILS of 3.527.
The ordinary shares allotted on the vesting date, which are subject to a lock-up period, shall be subject to a two-year lock-up
beginning on the vesting date.
On the vesting date, the Company shall allot to the employee or service contractor, ordinary shares, subject to the service
condition and achieving specific KPIs as described in the table above for each grant.
Further details of a number of the performance measures outlined above in relation to the 2023 LTIP awards and the 2024 LTIP
awards are as follows:
EPS: the EPS target uses market consensus as a basis for the threshold targets. This is the external market consensus of various
analysts which cover the Company in their views towards the Company’s performance. The Remuneration Committee
believes that using the external market consensus as a basis for the EPS target allows for alignment between remuneration
paid to Executive Directors and the external market expectations. Thus, the Committee feels comfortable that such
independent measures are sufficiently stretching. The target performance requires meaningful improvement, and financial
targets are typically in line with the top end of external market expectations.
Operational: the operational objectives consist of integration of new business, regulation of new products, customer service
and people. These objectives are measured by such factors as:
+ ESG targets, such as gender diversity, aligned to the Group’s Equality, Diversity and Inclusion Policy. Measurable elements
are in place in relation to gender diversity; and
+ A clear approach to recruitment, aligned to the Group’s strategy in this area.
Strategic: the strategic objectives are based on development of the business as a global multi-asset fintech group and
consist of launching new products and entering new geographic markets, which was achieved in a number of dimensions in
FY 2023, including:
+ Significant progress made in the UAE market, following the grant of a regulatory licence from the Dubai Financial Services
Authority (DFSA) in February 2023;
+ Major milestone reached in Japan with the launch of a new proprietary FX OTC trading platform tailored specifically for the
Japanese retail market;
+ Launch of ‘Plus500 Futures’, an intuitive new futures trading platform in the US, supported by proprietary technology; and
+ In July 2023, the Group obtained a new regulatory licence from the Securities Commission of the Bahamas (SCB).
The exact KPIs for the LTIP strategic and operational metrics remain commercially sensitive at this time and/or contain or are
based upon data that is not otherwise included in the Company’s market guidance (such as the Group’s expected
profitability), and therefore will be retrospectively disclosed within the Annual Report in the Remuneration Report with
performance against them.
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2024 LTIP Awards
Executive Directors were granted LTIP grants in respect of 2024 which will vest after three years to the extent performance
targets and KPIs have been achieved, as summarised in the table below.
TARGETS
PERFORMANCE MEASURE WEIGHTING THRESHOLD (25% OF MAX) MAXIMUM (100% OF MAX)
Relative TSR vs bespoke group 20% Median Median plus 10% p.a.
Relative TSR vs FTSE 250 10% Median Upper Quartile
EPS 30% Subject to achieving EPS target to be set
according to stretched external
independent consensus
Strategic 20% Subject to achieving strategic objectives, as
set by the Board and related to growth
through M&A, new products and new
markets
Operational 20% Subject to achieving operational objectives,
as set by the Board and related to customer
growth and people objectives
The details for the LTIP awards granted to each Executive Director are shown below.
GRANT DATE
NUMBER OF
SHARES GRANTED
FACE VALUE OF THE
AWARD (USD) VESTING DATE
MAXIMUM OPPORTUNITY
AS PERCENTAGE OF
ANNUAL SALARY/BASE
SERVICE FEES
1
David Zruia 31 December 2023 122,188 2,284,876 31 December 2026 250%
Elad Even-Chen 31 December 2023 122,188 2,284,876 31 December 2026 250%
1
Percentage calculation based on annual amounts of the contractual agreements in ILS.
General note: Face value of the award and the number of shares granted on grant date are calculated with reference to share price of 14.67 GBP and FX
rate USD/ILS of 3.6107.
The ordinary shares allotted on the vesting date, which are subject to a lock-up period, shall be subject to a two-year lock-up
beginning on the vesting date.
On the vesting date the Company shall allot to the employee or service contractor, ordinary shares, subject to the service
condition and achieving specific KPIs as described in the table above for each grant.
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DIRECTORS’ REMUNERATION REPORT CONTINUED
The 2021 LTIP and RSU Grants were subject to service conditions as well as additional performance targets and KPIs. The 2021
LTIP and RSU Grants vested on 31 December 2023 and the Company issued 234,267 of its treasury shares.
FINANCIAL
METRICS WEIGHTING OBJECTIVES PERFORMANCE
ACHIEVEMENT
(% OF MAXIMUM)
EPS 30% Subject to achieving EPS growth based on a
targeted EPS to be set according to stretched external
independent consensus and calculated on a linear
basis, with 25 per cent. payable upon achievement
of 15% lower EPS from the target threshold EPS and 100
per cent. payable upon achievement a 15% increase
from the target threshold, calculated on a linear basis.
Parameters were fully
achieved for the period
100%
TSR 10% Subject to achieving the median FTSE 250 TSR target
and calculated on a linear basis, with 25 per cent.
payable upon achievement of median TSR for FTSE
250 and 100 per cent. payable upon achievement of
upper quartile for TSR for FTSE 250.
Parameters were
partially achieved for
the period
76%
TSR 20% Subject to achieving the median of bespoke group
TSR target and calculated on a linear basis, with 25 per
cent. payable upon achievement of median TSR for
bespoke group and 100 per cent. payable upon
achievement of median TSR for bespoke group plus 10
per cent. p.a.
Parameters were fully
achieved for the period
100%
Total 60% 96%
NON-FINANCIAL
METRICS WEIGHTING OBJECTIVES PERFORMANCE
ACHIEVEMENT
(% OF MAXIMUM)
Strategic 20% Achievement against Board approved strategic
objectives, covering the following areas:
+ Growth through M&A
+ New products and new markets
Parameters were fully
achieved for the period
100%
Operational 20% Achievement against Board approved operational
objectives, covering the following areas:
+ Customer growth
+ People objectives
Parameters were fully
achieved for the period
100%
Total 40% 100%
The Committee and the Board carefully assessed performance against objectives set for the 2021 LTIP and RSU awards and noting
exceptionally strong performance against the majority of the objectives set, determined the achievement of the objectives at a
level of 97.6% of the maximum opportunity.
Total shareholder returns to be paid in cash in respect of the vested equity programmes shall be added by way of gross-up and be
paid in cash to fund the tax liability.
The Strategic objectives are based on development of the business as a global multi-asset fintech group and consist of launching
new products and entering new geographic markets, both organically and through bolt-on acquisitions, which were achieved in a
number of dimensions during the period, including obtaining regulatory licences in several territories such as the USA, Japan,
Estonia, UAE, The Bahamas. Launching new products such as the Plus500 share dealing trading platform, the Plus500 Futures
trading platform, the FX OTC trading platform for the Japanese retail market and +insights.
The Operational objectives consist of integration of new business, regulation of new products, customer service and people. These
objectives are measured by defined recruitment targets, as well as by ESG targets, such as gender diversity, aligned to the Group’s
Equality, Diversity and Inclusion Policy. Measurable elements are in place in relation to gender diversity and a clear approach to
recruitment, aligned to the Group’s strategy in this area. The Group had a great success to retain its employees and to recruit new
employees in order to support its strategic roadmap and as employee welfare and development is a key priority for the Group.
Further specific details of these targets and performance against them are not disclosed as the Board believes they are
commercially sensitive. They will remain market sensitive because they are an integral part of our on-going business operations.
The Remuneration Committee has provided as much information as it is able to, given the nature of the objectives, so that investors
can be comfortable that the Remuneration Committee has used a thorough approach in setting the objectives and targets and
measuring the outcome.
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Further information on 2023 remuneration
Directors’ shareholdings and share plan interests
Summary of Directors’ shareholdings and share plan interests as at 31 December 2023
1
.
OUTSTANDING SCHEME
INTERESTS AS AT 31/12/2023 BENEFICIAL OWNERSHIP IN SHARES
SUBJECT TO
PERFORMANCE
CONDITIONS
WITHOUT
PERFORMANCE
CONDITIONS
AS AT
1 JANUARY
2023
AS AT
31 DECEMBER
2023
2
Executive Directors
David Zruia 406,980 – 101,748 207,560
Elad Even-Chen
3
480,411 – 321,074 696,768
Non-Executive Directors
Jacob A. Frenkel – – 19,589 32,619
Varda Liberman – – – –
Tami Gottlieb – – 553 1,003
Steve Baldwin – – – –
Anne Grim – – – –
Sigalia Heifetz
4
– – – –
As of 31 December 2023, none of the presiding Board members held more than 0.9% in the Company’s issued share capital.
1
As disclosed above, none of the Directors has any interest in the share capital of the Company or of any of its subsidiaries, nor persons connected to
the Directors (within the meaning of s.252 of the Companies Act) have any such interest, whether beneficial or non-beneficial.
2
As at 31 December 2023 and up to the date of this Annual Report.
3
The shares are registered in the name of Elad Even-Chen Consulting Services Ltd. or Elad Even-Chen.
4
Sigalia Heifetz passed away on 30 December 2023.
General notes:
(a) Outstanding scheme interests as at 31 December 2023 include 2022, 2023 and 2024 LTIP/RSU awards that have not vested and the 2024 annual
bonus awards settled in shares that have not vested.
(b) Beneficial ownership in shares include all share plan interests together with any holdings of ordinary shares.
(c) Total allotment of shares on 31 December 2023 included equity deferred amounts associated with equity bonus schemes from both current year
and previous deferred years, as adjusted for total shareholder returns paid up to the allotment date, including interest as may be applicable, as
well as LTIP and RSU grants to be vested on 31 December 2023, subject to total shareholder returns up to the allotment date.
(d) The number of ordinary shares allotted on the vesting date was calculated based on the ordinary share price at grant date per each plan, as
adjusted for total shareholder returns, up to the allotment date. An amount equal to the applicable tax liability connected to the LTIPs, RSUs and
annual bonus plans deferred in shares, shall be added by way of gross-up and be paid in cash to fund the tax liability. The allotted ordinary shares
will be transferred out of the treasury shares of the Company.
(e) Shareholding requirement as a percentage of annual salary/base service fee is 200%. As at 31 December 2023, the Executive Directors meet
the requirement.
Executive Director’s service contract
Elad Even-Chen – Chief Financial Officer
The consulting services of Elad Even-Chen are provided to the Company through Elad Even-Chen Consulting Services Ltd.,
pursuant to the service contract entered into by the parties. Elad Even-Chen Consulting Services Ltd. is also entitled to
participate in a bonus, LTIP schemes and other contractual-related expenses on terms decided by the Remuneration
Committee for specific projects provided by the consultant.
CEO single figure remuneration
2023
CEO single figure total remuneration ($000s) 3,736
Annual bonus achieved for 2023 (as % of maximum opportunity) 100%
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DIRECTORS’ REMUNERATION REPORT CONTINUED
Payments to past and non-serving Directors and payments for Loss of Office
Non-Executive Director Anne Grim stepped down from the Board in September 2023 after completing a three-year term as an
Independent Non-Executive Director and External Director and re-joined the Board on 8 January 2024. During the above mentioned
interim period, in which she did not serve as a Non-Executive Director, she did not receive any payment for Loss of Office.
Ms. Sigalia Heifetz passed away on 30 December 2023.
Relative importance of the spend on pay
The following table sets out the change in shareholder returns and overall spend on pay in the years ended 31 December 2023
and 2022.
US$ IN MILLIONS 2023 2022
PERCENTAGE
CHANGE
Total gross employee and other related expenses pay 94.3 80.9 17%
Dividends 89.8 119.9 (25%)
Share buybacks 275.3 138.8 98%
Non-Executive Directors’ letters of appointment
On their initial appointment, each of the Non-Executive Directors (who are not External Directors) signed a letter of appointment
with the Company, for an initial period commencing upon the date of their appointment by the Board and ending on the date
of the next AGM (and with respect to External Directors – ending on the date which is three years from the date of their
appointment’s approval by the Company’s shareholders at an AGM/EGM).
The letters of appointment of Prof. Jacob A. Frenkel, Steve Baldwin and Prof. Varda Liberman as Non-Executive Directors require
them to retire and be subject to re-election at each Annual General Meeting in accordance with Provision 18 of the Code. The
letters have been drafted such that renewed appointment will not necessitate a new letter of appointment. The appointments
of Prof. Jacob A. Frenkel, Steve Baldwin, Prof. Varda Liberman and Anne Grim can be terminated by the Non-Executive Director
with two months’ written notice, or by the Company with immediate effect if the Non-Executive Director is not re-elected or is
otherwise removed from office in accordance with the Company’s Articles of Association.
As required under, and subject to the Companies Law, the appointments of Tami Gottlieb and Daniel King (as of June 2024) as
External Directors are for a period of three years from the date of appointment (which may be extended for up to two
additional three-year terms). Tami Gottlieb was elected for her first three-year term effective from the 2021 EGM held in March
2021 and for her second three-year term effective from March 2024, following shareholders’ approval at the 2024 EGM held in
January 2024. Daniel King was elected for his first three-year term effective from June 2024 following approval of his
appointment at the 2024 EGM held in January 2024, and therefore, he will serve as the Company’s second External Director
alongside Tami Gottlieb.
Each Non-Executive Director is expected to commit to a minimum of 24 days per year in fulfilling their duties as a Director of
the Company.
Other than the External Directors, there are no existing or proposed service contracts or consultancy agreements between any of
the Directors and the Company which cannot be terminated by the Company within 12 months without payment of compensation.
Copies of the letters of appointment of the Chair and the other Non-Executive Directors of the Company are available for
inspection at the Company’s registered office during normal business hours.
The Chair and the Non-Executive Directors do not participate in any long-term incentive or annual bonus schemes, nor do
they accrue any pension entitlement. The Chair’s and the Non-Executive Directors’ current remuneration is as detailed in: (a)
the 2023 AGM Notice as published on 23 March 2023 and as approved by shareholders at the 2023 AGM held on 2 May 2023;
and (b) the 2024 EGM Notice as published on 4 December 2023 (and updated on 22 December 2023) and as approved by
shareholders at the 2024 EGM held on 8 January 2024.
In addition, there are more stringent regulations around the exact roles of Non-Executive Directors. The Audit and
Remuneration Committees’ Chair must be External Directors who, once appointed as External Directors, serve for three years
(which may be extended for up to two additional three year terms). However, they are then restricted from becoming the Chair
of the Board or holding any paid role at the Company for two years after they step down from the Board.
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External Board appointments
Where Board approval is given for a Director to accept an outside Non-Executive Directorship, the individual is entitled to retain
any fees received. The Board assesses and confirms that such appointment will not have any material impact on the
performance of the Director, and will not affect the Director’s commitments and duties as a Director of the Company.
Below are the details of external Board memberships of the Company’s Non-Executive Directors, in publicly listed companies,
as of the date of this Annual Report:
Prof. Jacob A. Frenkel is currently the Chair of BrainStorm Cell Therapeutics Inc., a NASDAQ publicly listed biotechnology
company.
Prof. Varda Liberman is currently an External Director of Cellcom Israel Ltd.
Tami Gottlieb is currently an External Director of Bank Leumi Le-Israel B.M., an Independent Director of Novo-log (Pharm-Up
1966) Ltd. and a Non-Executive Director of Emilia Development (O.F.G) Ltd.
Steve Baldwin is currently Chair of TruFin plc and a Non-Executive Director of The Edinburgh Investment Trust PLC.
Anne Grim is currently a Non-Executive Director of Insight Investment Management Ltd. (subsidiary of Bank of New York Mellon,
a NYSE publicly listed company).
Non-Executive Director fees
The current annual fees for our presiding Non-Executive Directors are as follows:
NAME ROLE FEE
Jacob A. Frenkel Chair $740,000
Varda Liberman NED and SID $130,000
Tami Gottlieb NED, External Director $130,000
Steve Baldwin NED $130,000
Anne Grim NED $130,000
For further details with respect to the structure of the remuneration paid to our Chair, please refer to our 2023 AGM Notice
published on 23 March 2023.
External advisors
In 2023, the Committee appointed Pearl Meyer and Partners, LLC (“Pearl Meyer”) as an independent advisor to carry out a
detailed benchmarking exercise in relation to further evolving the Company’s remuneration disclosures, including by further
aligning them with UK best practice and shareholders’ expectations and enhancing transparency. This included adoption of
a new Remuneration Policy for the years 2024-2026, and addressing other remuneration matters. Alongside the appointment
of Pearl Meyer, the Company also worked with a compensation governance advisory firm in this regard. These remuneration
matters were voted on at the Company’s 2023 AGM and received shareholders’ support. The Remuneration Committee is
satisfied that the advice provided by Pearl Meyer in relation to the remuneration matters is objective and independent.
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Statement of voting on remuneration at 2023 Annual General Meeting
The table below shows votes cast by proxy at the AGM held on 2 May 2023 in respect of the Directors’ remuneration.
AGM RESOLUTIONS FOR % VOTES CAST AGAINST % VOTES CAST VOTE WITHHELD
Approve increase in fees to Anne Grim 43,623,690 99.99 317 0.01 2,931
Approve increase in fees to Tami Gottlieb 43,623,690 99.99 317 0.01 2,931
Approve increase in fees to Steve Baldwin 43,623,690 99.99 317 0.01 2,931
Approve increase in fees to Sigalia Heifetz 43,623,690 99.99 317 0.01 2,931
Approve increase in fees to Varda Liberman 43,623,690 99.99 317 0.01 2,931
Approve increase in the remuneration of
Jacob A. Frenkel 43,248,045 99.14 375,962 0.86 2,931
Allotment of shares to Jacob A. Frenkel 31,055,615 71.19 12,570,392 28.81 931
Approve new remuneration policy for
Directors and Executives 33,649,668 77.03 10,031,990 22.97 14,048,052
Approve remuneration terms for David Zruia 33,827,996 77.44 9,853,769 22.56 14,047,945
Approve remuneration terms for Elad Even-Chen 35,067,407 80.38 8,557,431 19.62 2,100
Advisory vote – Approve the Directors’
Remuneration Report 10,819,053 25.02 32,426,555 74.98 381,330
The following list shows the remuneration of the Company’s five most highly compensated executives in 2023 (including two
Executive Directors): David Zruia* US$ 3,736,326; Elad Even-Chen* US$ 3,736,326; Nir Zatz US$ 2,747,507; Al Yaros US$ 1,282,196;
Dani Magner US$ 1,190,494. (* For further disclosure refer to the single figure table on the Remuneration Report).
Implementation of policy in 2024
2024 Executive Directors’ remuneration
During the past years, the Remuneration Committee has continued its efforts to modify the remuneration arrangements of
the Executive Directors to further align executive compensation with UK governance standards followed by Main Market-listed
companies, and move further towards a structure in line with investor expectations and developments in best practice.
The Company’s new remuneration policy was approved by the shareholders for the years 2024, 2025 and 2026 at the 2023
AGM. The new remuneration policy has been designed to ensure a progressive change in the Group’s approach to Executive
remuneration. As detailed in the 2023 AGM Notice, published on 23 March 2023, the structure of the new Remuneration Policy is
broadly unchanged from the Company’s previous Remuneration Policy (for FY 2021, FY 2022 and FY 2023). To this end, the new
Remuneration Policy largely replicates the Company’s previous remuneration policy, given the previous policy was developed
in broad alignment with best practice across UK-listed entities.
For further information please refer to the 2023 AGM notice.
This report has been approved by the Board of Directors of Plus500 Ltd.
Signed on behalf of the Board
Prof. Varda Liberman Tami Gottlieb
Members of the Remuneration Committee
29 March 2024
DIRECTORS’ REMUNERATION REPORT CONTINUED
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DIRECTORS’ REPORT
DIRECTORS’ REPORT
The Directors of Plus500 present their report for the year ended 31 December 2023. The Directors believe that the requisite
components of this report are set out elsewhere in this Annual Report and/or on the Company’s website (www.plus500.com).
The table below sets out where the necessary disclosure can be found.
Directors Directors that have served during the year and summaries of the current Directors’ key skills and
experience are set out on pages 58 to 61 and on page 73.
Results and shareholder
returns
Results for the year ended 31 December 2023 are set out in the Group Chief Financial Officer Review on
pages 42 to 44 and the Consolidated Statement of Comprehensive Income on page 113. Information
regarding the announced shareholder returns can be found in the Group Chief Financial Officer Review
on page 44. Dividend payments made during the year ended 31 December 2023 can be found in note 13
to the Consolidated Financial Statements on page 129. During FY 2023, the Company executed share
buyback programmes, with 14,859,392 ordinary shares purchased during the year, amounting to a total
of $275.3m, at an average share price of £14.82.
Articles of Association The Company’s full Articles of Association can be found on the Company’s website.
https://cdn.plus500.com/media/Investors/ConstitutionalDocuments/ArticlesOfAssociation.pdf
Any amendments made to the Articles of Association may be made by a resolution of shareholders.
Share capital Details of the Company’s share capital are set out in note 22 to the Consolidated Financial Statements
on page 132. At the close of business on 28 March 2024, the Company had 78,234,595 ordinary shares in
issue, and an additional 36,653,782 ordinary shares are held in treasury by the Company.
Authority to purchase
own shares
The Company has authority to purchase its own shares subject to the provisions of the applicable laws.
Directors’ interests Details of the Directors’ beneficial interests are set out in the Directors’ Remuneration Report on page 99.
Directors’ indemnities The Company has given indemnities to each of the Directors in respect of any liability arising against
them in connection with the Company’s (and any associated company’s) activities in the conduct of
their duties. These indemnities are subject to the conditions set out in their indemnification agreements
and remain in place at the date of this report.
Directors’ and Officers’
Liability Insurance
Directors’ and Officers’ Liability Insurance cover is in place at the date of this report.
Major interests in shares Notifiable major shares interests of which the Company has been made aware are set out on page 68.
Political contributions The Company did not make any donations to political organisations during the year.
Greenhouse gas
emissions, energy
consumption and
energy efficiency
actions
Details of the greenhouse gas emissions, energy consumption and energy efficiency actions are set out
in the TCFD Report on pages 37 to 41.
Equality, Diversity and
Inclusion Policy
In December 2023, the Company reapproved and published its Equality, Diversity and Inclusion Policy.
https://cdn.plus500.com/media/Investors/Docs/EqualityDiversityInclusionPolicy.pdf
Employee engagement Details of the Company’s efforts with employee engagement are set out in the ESG Report on page 36.
Financial risk Details of the Company’s policies on financial risk management and the Company’s exposure to market
price risk, credit risk, liquidity risk and foreign currency risk are outlined in note 26 to the Consolidated
Financial Statements.
Research and
Development
Details about the Company’s future developments can be found in the Strategic Report on pages 6 to 11.
Auditors A resolution to reappoint Kesselman & Kesselman, a member firm of PricewaterhouseCoopers
International Limited as external auditors will be proposed at the 2024 Annual General Meeting.
Post balance sheet
events
There have been no post balance sheet events.
Audit information
Each of the Directors at the date of the approval of this report confirms that:
+ So far as he/she is aware, there is no relevant audit information of which the Company’s auditors are
unaware; and
+ He/she has taken all the reasonable steps that he/she ought to have taken as a Director to make
himself/herself aware of any relevant audit information and to establish that the Company’s auditors
are aware of the information.
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DIRECTORS’ REPORT CONTINUED
Listing Rule 9.8.4R disclosures
The table below sets out where disclosures required in compliance with Listing Rule 9.8.4R are located.
Interest capitalised and tax relief n/a
Publication of unaudited financial information n/a
Details of long-term incentive schemes Pages 93 to 98
Waiver of emoluments by a Director n/a
Waiver of future emoluments by a Director n/a
Non pre-emptive issues of equity for cash n/a
Non pre-emptive issues of equity for cash by major subsidiary undertakings n/a
Parent company participation in a placing by a listed subsidiary n/a
Contracts of significance n/a
Provision of services by a controlling shareholder n/a
Agreements with controlling shareholders n/a
Shareholder waivers of dividends n/a
Shareholder waivers of future dividends n/a
Relationship agreement with a controlling shareholder n/a
The Directors’ Report has been approved by the Board of Directors of Plus500 Ltd.
Signed on behalf of the Board
Elad Even-Chen
Group Chief Financial Officer
29 March 2024
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CORPORATE LAW
CORPORATE LAW
Mandatory bids, squeeze out and sell
out rules relating to the Company’s
ordinary shares
As the Company is incorporated in Israel, it is subject to Israeli
law and the City Code on Takeovers and Mergers (the
“Takeover Code”) will not apply to the Company. It shall be
noted that the Company has incorporated in its Articles of
Association provisions analogous to Rules 4, 5, 6 and 8 of the
Takeover Code, as described below.
Mergers
The Companies Law permits merger transactions, provided
that each party to the transaction obtains the approval of its
board of directors and shareholders (excluding certain
merger transactions which do not require the approval of the
shareholders, as set forth in the Companies Law).
Pursuant to the Company’s Articles of Association, the
shareholders of the Company are required to approve the
merger by the affirmative vote of a majority of the
outstanding ordinary shares of the Company. In addition,
pursuant to the Companies Law, for purposes of the
shareholder vote of each party, the merger will not be
deemed approved if a majority of the shares not held by the
other party, or by any person who holds 25% or more of the
shares or the right to appoint 25% or more of the directors of
the other party, has voted against the merger.
The Companies Law requires the parties to a proposed
merger to file a merger proposal with the Israeli Registrar of
Companies, specifying certain terms of the transaction.
Shares in one of the merging companies held by the other
merging company or certain of its affiliates are
disenfranchised for purposes of voting on the merger. A
merging company must inform its creditors of the proposed
merger. Any creditor may submit any request to the court in
relation to the merger, and the court may: (1) order to delay or
prevent the merger, if the court finds a reasonable concern
that the surviving party will not be able to satisfy all its
obligations; and (2) instruct orders to guarantee the
creditors’ rights. Moreover, a merger may not be completed
until at least 50 days have passed from the time that
the merger proposal was filed with the Israeli Registrar
of Companies and at least 30 days have passed
from the approval of the shareholders of each of the
merging companies.
Companies Law – arrangements
Under certain circumstances, the provisions of the
Companies Law that deal with “arrangements” between a
company and its shareholders may be used to effect
squeeze-out transactions in which the target company
becomes a wholly-owned subsidiary of the acquirer. These
provisions generally require that the merger be approved by
a majority of the participating shareholders holding at least
75% of the shares voted on the matter, as well as 75% of each
class of creditors. In addition to shareholder approval, court
approval of the transaction is required.
Companies Law – special tender offer
The Companies Law provides that an acquisition of shares of
a public Israeli company must be made by means of a
special tender offer if, as a result of the acquisition, the
purchaser shall become a holder of 25% or more of the
voting rights in the company. This rule does not apply if there
is already another holder of at least 25% of the voting rights in
the company.
Similarly, the Companies Law provides that an acquisition of
shares in a public company must be made by means of a
special tender offer if, as a result of the acquisition, the
purchaser could become a holder of more than 45% of the
voting rights in the company, if there is no other shareholder
of the company who holds more than 45% of the voting rights
in the company.
In addition, under the Companies Law, the entry by two or
more shareholders into a shareholders’ agreement, where
such shareholders’ agreement will result in such
shareholders holding concert shares in a company in an
amount exceeding the thresholds set out above, the
Company may also be subject to the requirement to publish
a special tender offer.
A special tender offer must be extended to all shareholders
of a company but the offer or is not required to purchase
shares representing more than 5% of the voting power
attached to the company’s outstanding shares, regardless
of how many shares are tendered by shareholders. A special
tender offer may be consummated only if at least 5% of the
voting power attached to the company’s outstanding shares
will be acquired by the offer or and the number of shares
tendered in the offer exceeds the number of shares whose
holders objected to the offer.
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If a special tender offer is accepted, then the purchaser or
any person or entity controlling it or under common control
with the purchaser or such controlling person or entity may
not make a subsequent tender offer for the purchase of
shares of the target company and may not enter into a
merger with the target company for a period of one year
from the date of the offer, unless the purchaser or such
person or entity undertook to effect such an offer or merger
in the initial special tender offer. Shares that are acquired in
violation of this requirement to make a tender offer will be
deemed Dormant Shares (as defined in the Companies Law)
and will have no rights whatsoever for so long as they are
held by the acquirer.
Companies Law – full tender offer
Under the Companies Law, a person may not purchase
shares of a public company if, following the purchase, the
purchaser would hold more than 90% of the company’s
shares or of any class of shares, unless the purchaser makes
a tender offer to purchase all of the target company’s shares
or all the shares of the particular class, as applicable. If, as a
result of the tender offer, either:
+ The purchaser acquires more than 95% of the company’s
shares or a particular class of shares and a majority of the
shareholders that did not have a Personal Interest
accepted the offer; or
+ The purchaser acquires more than 98% of the company’s
shares or a particular class of shares.
Then, the Companies Law provides that the purchaser
automatically acquires ownership of the remaining shares.
However, if the purchaser is unable to purchase more than
95% or 98%, as applicable, of the company’s shares or class
of shares, the purchaser may not own more than 90% of the
shares or class of shares of the target company.
Articles of Association – anti-takeover and
prohibited acquisitions provisions
In addition to the tender offer rules applied by the
Companies Law (as described above), offers are also subject
to the takeover provisions incorporated in the Company’s
Articles of Association, which provisions refer to compliance
with Rules 4, 5, 6 and 8 of the UK City Code on Takeovers.
Convening General Meetings by Directors
and Shareholders and adding items to
the agenda
According to the Companies Law, the board of directors of a
public company shall convene an extraordinary general
meeting at its own decision, and also on the demand of
each of the following:
+ Two directors or a quarter of the serving directors; or
+ One or more shareholders who have at least 5% of the
issued share capital and at least 1% of the voting rights in
the company, or one or more shareholders who have at
least 5% of the voting rights in the company.
In addition, one or more shareholders with at least 1% of the
voting rights at the general meeting may request that the
board of directors include a subject on the agenda of a
general meeting that will be convened in the future, on
condition that the subject is suitable for discussion at a
general meeting.
CORPORATE LAW CONTINUED
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DIRECTORS’ RESPONSIBILITY STATEMENT
DIRECTORS’ RESPONSIBILITY
STATEMENT
The Directors are responsible for preparing the Annual Report
and the Consolidated Financial Statements in accordance
with applicable law and regulations. The Companies Law
requires the Directors to prepare Consolidated Financial
Statements for each financial year. Under that law, the
Directors have elected to prepare the Consolidated Financial
Statements in accordance with International Financial
Reporting Standards (“IFRS”) as issued by the International
Accounting Standards Board (“IASB”). The Directors must not
approve the Consolidated Financial Statements unless they
are satisfied that they give a true and fair view of the state of
affairs of the Group and the Comprehensive Income of the
Group for that period. The Directors considered the
information provided in the Annual Report and how it assists
the Company’s shareholders in understanding the Group’s
position, performance, business model and strategy.
In preparing these Consolidated Financial Statements, the
Directors are required to:
+ Present fairly the financial position, financial performance
and cash flows of the Group;
+ Present information, including accounting policies, in a
manner that provides relevant, reliable, consistent and
understandable information;
+ Make judgements and accounting estimates that are
reasonable;
+ State whether applicable IFRS have been followed, subject
to any material departures disclosed and explained in the
Consolidated Financial Statements;
+ Provide additional disclosures when compliance with the
specific requirements in IFRS is insufficient to enable users
to understand the impact of transactions, other events
and conditions on the Group’s financial position and
financial performance; and
+ Prepare the Consolidated Financial Statements on the
going concern basis unless it is inappropriate to presume
the Group will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Group’s transactions and to disclose with reasonable
accuracy at any time the financial position of the Group and
enable them to ensure that the Consolidated Financial
Statements comply with applicable law.
They are also responsible for safeguarding the assets of the
Group and hence for taking reasonable steps in the
prevention and detection of fraud and other irregularities.
Each of the Directors confirms that, to the best of each
person’s knowledge and belief:
+ The Group’s Consolidated Financial Statements, which
have been prepared in accordance with IFRS, give a true
and fair view of the assets, liabilities, financial position and
profit of the Group; and
+ The Directors’ Report includes a fair review of the
development and performance of the business and the
position of the Group, together with a description of the
principal risks and uncertainties that it faces.
The Directors consider that the Annual Report, 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.
The Directors are also responsible for preparing the Directors’
Report, Strategic Report, Corporate Governance Report and
the Directors’ Remuneration Report.
This report has been approved by the Board.
Signed on behalf of the Board
David Zruia
Chief Executive Officer
29 March 2024
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CONTENTS
Independent Report of the Auditors 109
Consolidated Financial Statements:
Consolidated Statement of Comprehensive Income 113
Consolidated Statement of Financial Position 114
Consolidated Statement of Changes In Equity 115
Consolidated Statement of Cash Flows 116
Notes to the Consolidated Financial Statements 117
FINANCIAL STATEMENTS
Strategic Report | Governance | Financial Statements
Plus500 Ltd. 2023 Annual Report | 108
Report on the audit of the consolidated
financial statements
Opinion
In our opinion, the consolidated financial statements present
fairly, in all material respects, the consolidated financial
position of Plus500 Ltd. (the “Company”) and its subsidiaries
(the “Group”) as at 31 December 2023 and its consolidated
results of operations and its consolidated cash flows for the
year then ended in accordance with International Financial
Reporting Standards (“IFRSs”) as issued by the International
Accounting Standards Board.
What we have audited
The Group’s consolidated financial statements comprise:
+ The consolidated statement of financial position as at
31 December 2023;
+ The consolidated statement of comprehensive income
for the year then ended;
+ The consolidated statement of changes in equity for the
year then ended;
+ The consolidated statement of cash flows for the year
then ended; and
+ The notes to the consolidated financial statements, which
include a summary of material accounting policies and
other explanatory information.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (“ISAs”). Our responsibilities under
those standards are further described in the Auditor’s
responsibilities for the audit of the consolidated financial
statements section of our report.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group in accordance with the
International Ethics Standards Board for Accountants’ Code
of Ethics for Professional Accountants including International
Independence Standards issued by the International Ethics
Standards Board for Accountants (“IESBA Code”). We have
fulfilled our other ethical responsibilities in accordance with
the IESBA Code.
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
consolidated financial statements of the current period.
These matters were addressed in the context of our audit of
the consolidated financial statements as a whole, and in
forming our opinion thereon, and we do not provide a
separate opinion on these matters.
INDEPENDENT REPORT OF THE AUDITORS
TO THE SHAREHOLDERS OF
PLUS500 LTD.
Kesselman & Kesselman, PwC Israel, 146 Derech Menachem Begin St. Tel-Aviv 6492103,
P.O. Box 7187 Tel-Aviv 6107120 Telephone: +972-3-7954555, Fax: +972-3-7954556, www.pwc.com/il
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KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
REVENUE RECOGNITION
Plus500 offers customers a range of trading products,
including OTC (“Over-the-Counter” products, namely
Contracts for Difference (CFDs)), share dealing, as well as
futures and options on futures.
The Group has developed and operates online trading
platforms.
Revenue comprises trading income and interest income.
Trading income represents Customer Income, which mainly
includes revenue from OTC Customer Income (customer
spreads and overnight charges) and Non-OTC Customer
Income (commissions from the Group’s futures and options
on futures operation and from ‘Plus500 Invest’, the Group’s
share dealing platform), and Customer Trading
Performance, which includes gains/losses on customers’
trading positions, arising on client trading activity.
In respect of trading income generated from OTC offering,
the Group has developed and operates an online trading
platform for trading OTCs. The computation of the trading
income is carried out by using its own developed platform
which is an internal IT system (the “Platform”).
The trading income is calculated based on several
parameters. Part of the parameters that feed into that
calculation are received from external quotation suppliers.
The trading income depends on a combination of the
effective operation and accuracy of controls over, and
access rights to, the Platform.
Our audit predominantly focused on the Group’s control
environment, including the IT environment. We tested key
controls over the revenue process, from the acceptance of a
new customer, through the trading activity to the revenue that
is recorded in the Company’s general ledger.
We tested the operating effectiveness of IT general controls,
including: access to programs and supporting data, program
changes and computer operations for the Platform and for the
ERP system. In addition, we tested program development
controls over the ERP system.
We also tested, through a combination of controls and
substantive testing techniques, the following:
+ Profit/loss calculations in respect of closed positions;
+ Calculation of the fair value adjustment of year-end
positions held by clients and the calculation of the “open
positions” report produced by the Platform;
+ Appropriate use of feeds the Group receives from its data
suppliers to confirm the integrity of the feeds used to
calculate the open/close position; and
+ Controls associated with cash reconciliations and
reconciliations with external counterparties throughout the
year including client deposits/withdrawals.
We agreed cash amounts of client deposits to external third-
party evidence at the year-end by receiving independent
confirmations from banks and other third-party providers. In
addition, we tested the interface between the data of client
money as presented in the Platform to the general ledger to
ensure completeness and accuracy.
Finally, to address the risk that fraudulent adjustments
or transactions had been entered into the trading Platform,
we read client activity reports and read a sample of
client complaints.
No material issues noted.
UNCERTAIN TAX PROVISIONS
As discussed in Note 3 and Note 10 to the consolidated
financial statements, the Group operates in a multinational
tax environment and is subject to tax laws, regulations and
transfer pricing guidelines for intercompany transactions
across several tax jurisdictions. Furthermore, the
Company’s tax years 2020 to 2023 are yet to be assessed
by the Israeli tax authorities. The subsidiaries of the Group
have not yet been subject to tax assessments since their
inception. The Group recognises tax provisions from
uncertain tax positions when there is more likely than not a
likelihood that the tax position will be sustained upon
examination by the taxation authorities based on the
technical merits of the position.
Auditing management’s estimate of amounts related to tax
provisions involves auditor judgement and challenging
management because management’s estimates are
complex, judgemental and based on interpretations of tax
laws, regulations and legal rulings.
Among the audit procedures we performed, we involved our
tax specialists to assist us in assessing the technical merits of
the Group’s tax positions. This included assessing the Group’s
correspondence with the relevant tax authorities and
evaluating income tax opinions or other third-party advice
obtained by the Group. In addition, we evaluated the
appropriateness of the Group’s accounting for its tax positions.
We analysed the Group’s assumptions and data used to
determine the amount of tax provision and tested the
accuracy of the calculations. We also evaluated whether the
Group’s disclosures complied with the accounting framework.
No material issues noted.
Kesselman & Kesselman, PwC Israel, 146 Derech Menachem Begin St. Tel-Aviv 6492103,
P.O. Box 7187 Tel-Aviv 6107120 Telephone: +972-3-7954555, Fax: +972-3- 7954556, www.pwc.com/il
INDEPENDENT REPORT OF THE AUDITORS CONTINUED
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Other information
The Directors are responsible for the other information. The
other information comprises all of the information in the
Annual Report (but does not include the consolidated
financial statements and our auditor’s report thereon).
Our opinion on the consolidated financial statements does
not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the consolidated financial
statements, our responsibility is to read the other
information identified above and, in doing so, consider
whether the other information is materially inconsistent with
the consolidated financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially
misstated. 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.
Based on the responsibilities described above and our work
undertaken in the course of the audit, we have also agreed
to report on certain matters as described below in
accordance with the Listing Rules of the United Kingdom
Financial Conduct Authority (FCA) as if the Company were a
UK incorporated premium listed entity.
Corporate governance statement
Under the UK Corporate Governance Code, we have
reviewed the Directors’ statements in relation to the going
concern, longer-term viability and that part of the corporate
governance statement relating to the Company’s
compliance with the provisions of the UK Corporate
Governance Code, which the Listing Rules of the Financial
Conduct Authority specify for review by auditors of premium
listed companies. Our additional responsibilities with respect
to the corporate governance statement as other information
are described in the Other information section of this report.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the
corporate governance statement, included within the
Statement on Corporate Governance is materially consistent
with the financial statements and our knowledge obtained
during the audit:
+ The Directors’ confirmation that they have carried out a
robust assessment of the emerging and principal risks;
+ The disclosures in the Annual Report that describe those
principal risks, what procedures are in place to identify
emerging risks and an explanation of how these are being
managed or mitigated;
+ The Directors’ statement in the financial statements about
whether they considered it appropriate to adopt the
going concern basis of accounting in preparing them,
and their identification of any material uncertainties to the
Company’s ability to continue to do so over a period of at
least twelve months from the date of approval of the
financial statements;
+ The Directors’ explanation as to their assessment of the
Company’s prospects, the period this assessment covers
and why the period is appropriate; and
+ The Directors’ statement as to whether they have a
reasonable expectation that the Company will be able to
continue in operation and meet its liabilities as they fall
due over the period of its assessment, including any
related disclosures drawing attention to any necessary
qualifications or assumptions.
In addition, 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 consolidated financial statements and our knowledge
obtained during the audit:
+ The Directors’ statement that they consider the Annual
Report, taken as a whole, is fair, balanced and
understandable, and provides the information necessary
for the members to assess the Company’s position,
performance, business model and strategy;
+ The section of the Annual Report that describes the review
of effectiveness of risk management and internal control
systems; and
+ The section of the Annual Report describing the work of
the Audit Committee.
Responsibilities of management and
those charged with governance for the
consolidated financial statements
Management is responsible for the preparation and fair
presentation of the consolidated financial statements in
accordance with IFRSs as issued by the International
Accounting Standards Board, and for such internal control as
management determines is necessary to enable the
preparation of consolidated financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements,
management is 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 management either
intends to liquidate the Group or to cease operations, or has
no realistic alternative but to do so.
Those charged with governance are responsible for
overseeing the Group’s financial reporting process.
Kesselman & Kesselman, PwC Israel, 146 Derech Menachem Begin St. Tel-Aviv 6492103,
P.O. Box 7187 Tel-Aviv 6107120 Telephone: +972-3-7954555, Fax: +972-3-7954556, www.pwc.com/il
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Auditor’s responsibilities for the audit of
the consolidated financial statements
Our objectives are to obtain reasonable assurance about
whether the consolidated 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 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 consolidated financial statements.
As part of an audit in accordance with ISAs, we exercise
professional judgement and maintain professional
scepticism throughout the audit. We also:
+ Identify and assess the risks of material misstatement of the
consolidated financial statements, whether due to fraud or
error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control;
+ Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the
Group’s internal control;
+ Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management;
+ Conclude on the appropriateness of management’s use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Group’s ability to continue as a
going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s
report to the related disclosures in the consolidated
financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the
Group to cease to continue as a going concern;
+ Evaluate the overall presentation, structure and content of
the consolidated financial statements, including the
disclosures, and whether the consolidated financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation; and
+ Obtain sufficient appropriate audit evidence regarding
the financial information of the entities or business
activities within the Group to express an opinion on the
consolidated financial statements. We are responsible for
the direction, supervision and performance of the Group
audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.
We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to
communicate with them all relationships and other matters
that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the consolidated financial
statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in
our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public
interest benefits of such communication.
The engagement partner on the audit resulting in this
independent auditor’s report is Ido Heller.
Tel Aviv, Israel Kesselman & Kesselman
Certified Public Accountants (lsr.)
A member firm of PricewaterhouseCoopers
International Limited
Ido Heller
Partner
Tel Aviv, Israel
29 March 2024
Kesselman & Kesselman, PwC Israel, 146 Derech Menachem Begin St. Tel-Aviv 6492103,
P.O. Box 7187 Tel-Aviv 6107120 Telephone: +972-3-7954555, Fax: +972-3-7954556, www.pwc.com/il
INDEPENDENT REPORT OF THE AUDITORS CONTINUED
Plus500 Ltd. 2023 Annual Report | 112
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
US DOLLARS IN MILLIONS NOTE
| YEAR ENDED 31 DECEMBER | |||
2023 | 2022 | ||
Trading income | |||
Interest income | 2f | ||
REVENUE | 4 | ||
Selling and marketing expenses | 5 | ||
Administrative and general expenses | 6 | ||
OPERATING PROFIT | |||
Financial income | |||
Financial expenses | |||
FINANCIAL EXPENSES (INCOME), NET | ( | ||
PROFIT BEFORE INCOME TAX | |||
Income tax expense | 10 | ||
PROFIT AND COMPREHENSIVE INCOME FOR THE YEAR | |||
Basic earnings per share (In US dollars) | 11 | ||
Diluted earnings per share (In US dollars) | 11 |
The accompanying notes are an integral part of the consolidated financial statements.
Plus500 Ltd. 2023 Annual Report | 113
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
US DOLLARS IN MILLIONS NOTE
| AS OF 31 DECEMBER | |||
2023 | 2022 | ||
| ASSETS | |||
| Non-current assets | |||
Property, plant and equipment | 15 | ||
Goodwill and other intangible assets, net | 23 | ||
Right of use assets | 20 | ||
Long-term other receivables | |||
Total non-current assets | |||
| Current assets | |||
Income tax receivable | |||
Other receivables and others | 14 | ||
Cash and cash equivalents | 16 | ||
Total current assets | |||
TOTAL ASSETS | |||
| LIABILITIES | |||
| Non-current liabilities | |||
Lease liabilities (net of current maturities) | 20 | ||
Deferred tax liability | |||
Total non-current liabilities | |||
| Current liabilities | |||
Share based compensation | 9 | ||
Income tax payable | |||
Other payables | 17 | ||
Service suppliers | 18 | ||
Current maturities of lease liabilities | 20 | ||
Trade payables – due to clients | 19 | ||
Total current liabilities | |||
TOTAL LIABILITIES | |||
| EQUITY | |||
Ordinary shares | 22 | ||
Share premium | |||
Cost of Company’s shares held by the Company | 12 | ( | ( |
Retained earnings | |||
Total equity | |||
TOTAL LIABILITIES AND EQUITY |
The accompanying notes are an integral part of the consolidated financial statements.
Plus500 Ltd. 2023 Annual Report | 114
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
US DOLLARS IN MILLIONS
| COST OF | |||||
| COMPANY’S | |||||
| SHARES | |||||
| ORDINARY | SHARE | HELD BY THE | RETAINED | ||
| SHARES | PREMIUM | COMPANY | EARNINGS | TOTAL | |
BALANCE AT 1 JANUARY 2022 | ( | ||||
| CHANGES DURING THE YEAR ENDED 31 DECEMBER 2022 | |||||
Profit and comprehensive income for the year | |||||
Share based compensation | |||||
| TRANSACTION WITH SHAREHOLDERS: | |||||
Dividend | ( | ( | |||
| Issue of treasury shares to settle equity share based | |||||
compensation | ( | ||||
Acquisition of treasury shares | ( | ( | |||
BALANCE AT 31 DECEMBER 2022 | ( | ||||
| CHANGES DURING THE YEAR ENDED 31 DECEMBER 2023 | |||||
Profit and comprehensive income for the year | |||||
Share based compensation | |||||
| TRANSACTION WITH SHAREHOLDERS: | |||||
Dividend | ( | ( | |||
| Issue of treasury shares to settle equity share based | |||||
compensation | ( | ||||
Acquisition of treasury shares | ( | ( | |||
BALANCE AT 31 DECEMBER 2023 | ( |
The accompanying notes are an integral part of the consolidated financial statements.
Plus500 Ltd. 2023 Annual Report | 115
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CONSOLIDATED STATEMENT OF CASH FLOWS
US DOLLARS IN MILLIONS
| YEAR ENDED 31 DECEMBER | ||
2023 | 2022 | |
| OPERATING ACTIVITIES: | ||
Cash generated from operations (see Note 27) | ||
Income tax paid, net | ( | ( |
Interest received | ||
Net cash flows provided by operating activities | ||
| INVESTING ACTIVITIES: | ||
Acquisition of subsidiaries, net of cash acquired | ( | |
Purchase of property, plant and equipment | ( | ( |
Net cash flows used in investing activities | ( | ( |
| FINANCING ACTIVITIES: | ||
Dividend paid to equity holders of the Company | ( | ( |
Payment of principal in respect of lease liabilities | ( | ( |
Acquisition of treasury shares | ( | ( |
Net cash flows used in financing activities | ( | ( |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | ( | |
BALANCE OF CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR | ||
Gains (losses) from effects of exchange rate changes on cash and cash equivalents | ( | |
BALANCE OF CASH AND CASH EQUIVALENTS AT END OF THE YEAR |
The accompanying notes are an integral part of the consolidated financial statements.
Plus500 Ltd. 2023 Annual Report | 116
Strategic Report | Governance | Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Plus500 Ltd. 2023 Annual Report | 117
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 2 – SUMMARY OF MATERIAL
ACCOUNTING POLICIES CONTINUED
Plus500 Ltd. 2023 Annual Report | 118
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Plus500 Ltd. 2023 Annual Report | 119
Strategic Report | Governance | Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 2 – SUMMARY OF MATERIAL
ACCOUNTING POLICIES CONTINUED
Plus500 Ltd. 2023 Annual Report | 120
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Plus500 Ltd. 2023 Annual Report | 121
Strategic Report | Governance | Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
| YEAR ENDED 31 DECEMBER | ||
2023 | 2022 | |
European Economic Area (EEA) | 324.1 | 372.9 |
United Kingdom | 66.3 | 100.4 |
Australia | 52.4 | 67.2 |
Rest of the World | 283.4 | 292.1 |
726.2 | 832.6 |
| YEAR ENDED 31 DECEMBER | ||
2023 | 2022 | |
Advertising and technology costs | 123.9 | 144.3 |
Commissions to media buying | 11.5 | 13.5 |
Payment processing costs | 40.0 | 44.9 |
Data processing costs | 23.2 | 14.6 |
Payroll and related expenses | 26.2 | 24.2 |
Variable bonuses | 6.7 | 8.6 |
Share based compensation | 11.4 | 6.1 |
Commissions and fees | 31.2 | 17.0 |
Other | 22.8 | 28.9 |
296.9 | 302.1 |
| YEAR ENDED 31 DECEMBER | ||
2023 | 2022 | |
Payroll and related expenses | 20.5 | 16.3 |
Variable bonuses | 15.2 | 10.4 |
Share based compensation | 14.3 | 15.3 |
Professional and regulatory fees | 21.7 | 23.0 |
Depreciation and amortisation | 4.1 | 3.4 |
Other | 17.1 | 11.7 |
92.9 | 80.1 |
Plus500 Ltd. 2023 Annual Report | 122
Strategic Report | Governance | Financial Statements
| YEAR ENDED 31 DECEMBER | ||
2023 | 2022 | |
Advertising, marketing and commissions to media buying | 99.3 | 122.0 |
Employee benefit and other related expenses | 94.3 | 80.9 |
IT and technology costs | 59.3 | 50.4 |
Payment processing costs | 40.0 | 44.9 |
Professional and regulatory fees | 21.7 | 23.0 |
Depreciation and amortisation | 4.1 | 3.4 |
Commissions and fees | 31.2 | 17.0 |
Other | 39.9 | 40.6 |
389.8 | 382.2 |
| YEAR ENDED 31 DECEMBER | ||
2023 | 2022 | |
Audit of Plus500 Ltd.’s consolidated financial statements | 0.3 | 0.3 |
Audit of Plus500 Ltd.’s subsidiaries | 0.6 | 0.3 |
Total audit fees | 0.9 | 0.6 |
Other assurance related services | 0.2 | 0.3 |
Tax compliance services | 0.1 | 0.5 |
Total non-audit fees | 0.3 | 0.8 |
Total fees | 1.2 | 1.4 |
NOTE 9 – SHARE BASED COMPENSATION
a. Cash settled share based compensation programmes
The Group grants Share Appreciation Rights to selected employees.
The rights are settled in cash at the end of the vesting period for those who remain employed by the Group.
Cash settled share based compensation expenses
US DOLLARS IN MILLIONS
| YEAR ENDED 31 DECEMBER | ||
2023 | 2022 | |
Selling and marketing expenses | 0.3 | 3.2 |
Administrative and general expenses | 2.4 | 8.7 |
2.7 | 11.9 |
Plus500 Ltd. 2023 Annual Report | 123
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 9 – SHARE BASED COMPENSATION CONTINUED
b. Equity settled share based compensation programmes
The Group grants long-term incentive plans (“LTIPs”) to selected employees and service contractors (the “LTIP Grants”). In
addition, the Group grants Restricted Stock Units (“RSUs”) to selected employees located in Israel (the “RSUs Grants”). The
Group also grants an annual bonus settled in ordinary shares of the Company and in respect of certain projects, bonuses
with a partial deferred element settled in ordinary shares of the Company to selected service contractors and employees.
Each RSU represents the right to receive one ordinary share, par value of NIS 0.01 per share, subject to the terms and conditions
of the grant as approved by the Board of Directors and in accordance with the provisions of the Capital Gain route under
section 102 of the Israeli Tax Ordinance and regulations (the “102 Capital Gain route”).
In respect of the RSUs granted, the employees are entitled to the ordinary shares upon completing the service period. Part of
the RSUs granted include also KPIs with market and performance conditions.
During 2023 and 2022, the Group recognised $23.0 million and $9.5 million, respectively, as expenses in respect of the equity
share based compensation plans in the consolidated statement of comprehensive income with an increase in equity of $13.0
million and $7.5 million, respectively.
As at 31 December 2023 and 2022, retained earnings included an amount of $8.9 million and $5.8 million, respectively,
in respect of the equity share based compensation plans.
The LTIP Grants are subject to service conditions and additional Key Performance Indicators (“KPIs”) measurements, including
market and performance conditions.
The allotted ordinary shares will be issued out of the treasury shares of the Company. In respect of RSUs, on the vesting date,
the shares will be transferred to a trustee by the Company. The ordinary shares allotted on the vesting date, which are subject
to a lock-up period, shall be subject to a two-year lock-up beginning on the vesting date.
The fair value at grant date of the LTIP and RSU Grants is measured according to the value of the grant amount and expensed
over the vesting period with a corresponding increase in equity, taking into account the best available estimate of the number
of shares or RSUs expected to vest under the service and performance conditions.
Additionally, employees and service providers are entitled to the deferred bonuses and annual bonuses, both settled
in shares, upon completing a service period of one year and subject to achieving additional KPIs. The fair value at grant date
of the bonuses settled in shares grants is measured according to the value of the grant amount on grant date and expensed
over the vesting period.
The 2020 deferred bonus settled in shares shall be paid in three equal instalments beginning on 31 December of the year after
the vesting date, by way of allotment of ordinary shares of the Company. The number of ordinary shares allotted on any
deferred payment date shall be calculated based on the ordinary share price on grant date, as adjusted for interest and total
shareholder returns.
The 2023 and 2022 annual bonuses settled in shares were paid in one instalment on 31 December of the bonus year, by way of
allotment of ordinary shares of the Company. The number of ordinary shares allotted at the end of the applicable bonus year,
was calculated based on the ordinary share price on grant date, as adjusted for total shareholder returns.
Any estimates applicable with the allotted number of equity settled share base compensation plans takes into consideration
the most probable value of the shares at the grant date which include the expected value of total shareholder returns during
the vesting period. Accordingly, total shareholder returns distributed within the vesting period which affects the final number
of ordinary shares to be allotted on the vesting date and be determined according to the share price at the grant date, less
the accumulated amount of total shareholder returns paid during the vesting period, shall not be added as an expense in the
consolidated statement of comprehensive income.
With respect to RSUs, on the vesting date, the employees shall be entitled to a cash payment equal to the total shareholder
returns that were payable in each grant vesting period, based on the number of issued shares on the vesting date. As may be
applicable, such cash payments shall be added by way of gross-up and be paid in cash to fund the tax liability.
On the vesting date the Company shall allot to the employee or service contractor, ordinary shares, subject to the service
condition and achieving specific KPIs for each grant.
Plus500 Ltd. 2023 Annual Report | 124
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b. Equity settled share based compensation programmes continued
The following table specifies the dates of LTIP, RSU and annual bonus settled in shares grants and the number of ordinary
shares or units as of each grant date, as granted for employees and service contractors.
| NUMBER OF ORDINARY | NUMBER OF EMPLOYEES | |||
| SHARE PRICE | SHARES/RSUs GRANTED | AND SERVICE | ||
GRANT DATE | VESTING DATE | (GBP) | ON GRANT DATE | CONTRACTORS |
1 January 2021 | 31 December 2023 | 14.50 | 160,926 | 8 |
1 January 2021 | 31 December 2023 | 14.50 | 122,496 | 7 |
2 January 2022 | 31 December 2022 | 12.91 | 63,274 | 2 |
2 January 2022 | 31 December 2024 | 12.91 | 153,134 | 7 |
2 January 2022 | 31 December 2024 | 12.91 | 346,999 | 137 |
2 January 2022 | 31 December 2022 | 12.91 | 84,015 | 130 |
2 January 2022 | 31 December 2023 | 12.91 | 84,015 | 130 |
1 July 2022 | 30 June 2023 | 15.96 | 3,702 | 10 |
1 July 2022 | 30 June 2024 | 15.96 | 3,702 | 10 |
1 July 2022 | 30 June 2025 | 15.96 | 3,702 | 10 |
15 February 2023 | 31 December 2023 | 18.56 | 43,890 | 2 |
15 February 2023 | 31 December 2023 | 18.56 | 88,239 | 195 |
15 February 2023 | 31 December 2024 | 18.56 | 88,239 | 195 |
15 February 2023 | 31 December 2025 | 18.56 | 204,610 | 199 |
15 February 2023 | 31 December 2025 | 14.50 | 168,540 | 2 |
15 February 2023 | 31 December 2025 | 18.56 | 59,861 | 5 |
3 July 2023 | 30 June 2024 | 14.74 | 5,353 | 6 |
3 July 2023 | 30 June 2025 | 14.74 | 5,353 | 6 |
3 July 2023 | 30 June 2026 | 14.74 | 5,355 | 6 |
31 December 2023 | 31 December 2024 | 14.67 | 162,918 | 2 |
31 December 2023 | 31 December 2024 | 14.67 | 122,754 | 206 |
31 December 2023 | 31 December 2025 | 14.67 | 122,754 | 206 |
31 December 2023 | 31 December 2026 | 14.67 | 282,727 | 210 |
31 December 2023 | 31 December 2026 | 14.67 | 316,076 | 7 |
In respect of the equity share based compensation plans, during 2023 and 2022 the Company issued 788,673 and 480,143,
respectively, of its treasury shares.
During 2023 and 2022, 77,892 and 27,706 ordinary shares and RSUs in respect of equity share based compensation plans were
forfeited, respectively.
Plus500 Ltd. 2023 Annual Report | 125
Strategic Report | Governance | Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Plus500 Ltd. 2023 Annual Report | 126
Strategic Report | Governance | Financial Statements
| PRINCIPAL TAX RATE | |||
| SUBSIDIARY | 2023 | 2022 | TAX REGULATION |
UK | 25% | 19% | Tax laws in United Kingdom |
CY | 12.5% | 12.5% | Tax laws in Cyprus |
AU | 30% | 30% | Tax laws in Australia |
| YEAR ENDED 31 DECEMBER | ||
2023 | 2022 | |
| Current taxes: | ||
Current taxes in respect of current year’s profits | 70.0 | 103.5 |
Tax income in respect of previous years | (3.6) | 0.5 |
66.4 | 104.0 | |
| Deferred income taxes: | ||
Change of deferred tax assets (see Note 10d) | (1.6) | (0.1) |
Taxes on income expenses | 64.8 | 103.9 |
Plus500 Ltd. 2023 Annual Report | 127
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 10 – INCOME TAX EXPENSE CONTINUED
| YEAR ENDED 31 DECEMBER | ||
2023 | 2022 | |
Income before taxes on income, as reported in the consolidated income statement | 336.2 | 474.3 |
Theoretical tax expense in respect of this year’s income – at 23% | 77.3 | 109.1 |
Less tax benefits arising from preferred technological income in respect of the current year | (6.1) | (14.5) |
Decrease in taxes resulting from different tax rates applicable to foreign subsidiaries | (1.0) | (2.1) |
Impact of change in tax rates on deferred tax balances and temporary differences | (0.9) | (2.3) |
| Increase (decrease) in taxes in respect of currency differences and expenses not deductible | ||
for tax purposes | (0.9) | 13.2 |
Tax income in relation to previous years | (3.6) | 0.5 |
Taxes on income for the reported year | 64.8 | 103.9 |
Plus500 Ltd. 2023 Annual Report | 128
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NOTE 11 – EARNINGS PER SHARE
Earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average
number of ordinary shares in issue during the year.
| YEAR ENDED 31 DECEMBER | ||
2023 | 2022 | |
Profit attributable to equity holders of the Company (US dollars in millions) | 271.4 | 370.4 |
| Weighted average number of ordinary shares in issue*: | ||
Basic | 85,744,552 | 97,311,485 |
Dilutive effect of equity share based compensation | 1,139,574 | 943,047 |
Diluted | 86,884,126 | 98,254,532 |
Basic earnings per share (In US dollars) | 3.17 | 3.81 |
Diluted earnings per share (In US dollars) | 3.12 | 3.77 |
*After weighting the effect of Company’s share buyback programmes. See Note 12.
| NUMBER OF ORDINARY | AGGREGATE PURCHASE | AVERAGE PRICE OF | |
| YEAR ENDED 31 DECEMBER | SHARES PURCHASED | AMOUNT (US $ IN MILLIONS) | SHARES PURCHASED |
2022 | 6,943,359 | 138.8 | £16.27 |
2023 | 14,859,392 | 275.3 | £14.82 |
NOTE 13 – DIVIDEND
The amounts of dividends and the amounts of dividends per share for the years 2023 and 2022 declared and distributed by
the Company’s Board are as follows:
| AMOUNT OF DIVIDEND | AMOUNT OF DIVIDEND | DATE OF PAYMENT | |
| EX-DATE | (US $ IN MILLIONS)* | PER SHARE (US $) | TO SHAREHOLDERS |
24 February 2022 | 59.9 | 11 July 2022 | |
25 August 2022 | 60.0 | 11 November 2022 | |
23 February 2023 | 29.9 | 11 July 2023 | |
24 August 2023 | 59.9 | 9 November 2023 |
On 20 February 2024, the Company declared a final dividend and a special dividend in the amounts of $31.0 million and
$44.0 million, respectively (see Note 28).
* Between the dividend announcement date and the record date of the dividend, the number of issued and outstanding ordinary shares of the
Company decreased as a result of the repurchase by the Company of ordinary shares during such period and the classification of such
repurchased ordinary shares as treasury shares that are not entitled to dividends. However, this did not affect the dividend per share as announced
on the dividend announcement date.
Plus500 Ltd. 2023 Annual Report
| 129
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
| AS OF 31 DECEMBER | ||
| US DOLLARS IN MILLIONS | 2023 | 2022 |
Securities at fair value | 2.8 | 6.0 |
Prepaid expenses | 2.3 | 7.7 |
Other | 19.3 | 13.2 |
24.4 | 26.9 |
NOTE 15 – PROPERTY, PLANT AND EQUIPMENT
Composition of assets, grouped by major classifications and changes therein in 2023 is as follows:
| COMPUTERS, OFFICE | LEASEHOLD | ||
| US DOLLARS IN MILLIONS | EQUIPMENT AND OTHERS | IMPROVEMENTS | TOTAL |
| Cost | |||
Balance at beginning of year | 3.4 | 4.3 | 7.7 |
Additions | 0.9 | 7.3 | 8.2 |
Balance at end of year | 4.3 | 11.6 | 15.9 |
| Accumulated depreciation | |||
Balance at beginning of year | 2.4 | 2.7 | 5.1 |
Additions | 0.3 | 0.8 | 1.1 |
Balance at end of year | 2.7 | 3.5 | 6.2 |
Depreciated balance as of 31 December 2023 | 1.6 | 8.1 | 9.7 |
Depreciated balance as of 31 December 2022 | 1.0 | 1.6 | 2.6 |
NOTE 16 – CASH AND CASH EQUIVALENTS
Cash and cash equivalents by currency of denomination:
| AS OF 31 DECEMBER | ||
| US DOLLARS IN MILLIONS | 2023 | 2022 |
USD | 810.4 | 771.4 |
EUR | 46.7 | 58.3 |
GBP | 8.7 | 36.5 |
AUD | 4.7 | 4.5 |
NIS | 22.1 | 27.9 |
Other | 14.1 | 31.6 |
Own cash and cash equivalents | 906.7 | 930.2 |
Plus500 Ltd. 2023 Annual Report | 130
Strategic Report | Governance | Financial Statements
| AS OF 31 DECEMBER | ||
| US DOLLARS IN MILLIONS | 2023 | 2022 |
Payroll and related expenses | 34.9 | 36.2 |
Other | 55.8 | 36.0 |
90.7 | 72.2 |
NOTE 18 – SERVICE SUPPLIERS
Service suppliers are comprised mainly of amounts due to advertising service suppliers, their fair values approximate or are
similar to their carrying amounts.
| AS OF 31 DECEMBER | ||
| US DOLLARS IN MILLIONS | 2023 | 2022 |
Customers’ deposits, net* | 279.8 | 282.8 |
Segregated client funds | (249.6) | (272.4) |
30.2 | 10.4 | |
| *Customers deposits, net, are comprised of the following: | ||
Customers’ deposits | 409.4 | 411.5 |
| Less – financial derivative open positions: | ||
Gross amount of assets | (148.4) | (139.0) |
Gross amount of liabilities | 18.8 | 10.3 |
279.8 | 282.8 |
Plus500 Ltd. 2023 Annual Report
| 131
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 20 – LEASES
The Group has real estate lease agreements.
| US DOLLARS IN MILLIONS | ||
| REAL ESTATE LEASES | 2023 | 2022 |
At 1 January | 5.6 | 5.6 |
Additions | 14.1 | 2.0 |
Amortisation | (2.6) | (2.0) |
At 31 December | 17.1 | 5.6 |
b) Lease liabilities:
| US DOLLARS IN MILLIONS | ||
| REAL ESTATE LEASES | 2023 | 2022 |
At 1 January | 5.6 | 6.2 |
Additions | 14.1 | 2.0 |
Interest expense | 0.7 | 0.1 |
Lease payments | (2.7) | (2.3) |
Exchange differences | 0.7 | (0.4) |
At 31 December | 18.4 | 5.6 |
| NUMBER OF ORDINARY SHARES AS AT 31 DECEMBER | ||
2023 | 2022 | |
Authorised | 300,000,000 | 300,000,000 |
Issued and fully paid | 114,888,377 | 114,888,377 |
Less treasury shares* | (35,170,337) | (21,112,648) |
Outstanding shares | 79,718,040 | 93,775,729 |
Plus500 Ltd. 2023 Annual Report
| 132
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NOTE 24 – BUSINESS COMBINATION
Japan business combination
On 21 March 2022, the Company completed the acquisition of 100% of the issued and outstanding share capital of Plus500JP
Securities Ltd (formerly: EZ Invest Securities, Co., Ltd), a licensed Type 1 Financial Instruments Business Operator, regulated by
the Financial Services Agency (FSA) in Japan. The acquisition consideration was funded from the Company’s existing cash
balances and was paid on completion. Net assets acquired were $4.8 million and comprised mainly of intangible assets of
$4.4 million.
| AS AT 31 DECEMBER | ||
| US DOLLARS IN MILLIONS | 2023 | 2022 |
Related party and key management liabilities | 8.0 | 14.2 |
| YEAR ENDED 31 DECEMBER | ||
| US DOLLARS IN MILLIONS | 2023 | 2022 |
Payroll and related expenses and service fees (selling and marketing expenses) | 6.5 | 6.7 |
Payroll and related expenses and service fees (administrative and general expenses) | 16.1 | 14.7 |
Non-Executive Directors’ fees (administrative and general expenses) | 1.4 | 1.4 |
Plus500 Ltd. 2023 Annual Report | 133
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
US DOLLARS IN MILLIONS | 2023 | 2022 |
Highest profit | 19.3 | 32.7 |
Highest loss | (3.6) | (9.8) |
Average | 1.7 | 2.1 |
Plus500 Ltd. 2023 Annual Report | 134
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a. Market risk continued
CREDIT RATING* | 2023 | 2022 |
AAA to A- | 97% | 95% |
BBB+ to B- | 1% | 2% |
Remaining counterparties | 2% | 3% |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 26 – FINANCIAL RISK MANAGEMENT CONTINUED
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e. Capital management continued
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
NOTE 26 – FINANCIAL RISK MANAGEMENT CONTINUED
NOTE 27 – CASH GENERATED FROM OPERATIONS
| YEAR ENDED 31 DECEMBER | ||
| US DOLLARS IN MILLIONS | 2023 | 2022 |
| Cash generated from operating activities | ||
Net income for the year | 271.4 | 370.4 |
| Adjustments required to reflect the cash flows from operating activities: | ||
Depreciation and amortisation | 1.5 | 1.4 |
Amortisation of right of use assets | 2.6 | 2.0 |
Liability for share based compensation | 2.7 | 11.9 |
Settlement of share based compensation | (10.9) | (7.3) |
Equity share based compensation | 13.0 | 7.5 |
Taxes on income | 64.8 | 103.9 |
Interest expenses in respect of leases | 0.7 | 0.1 |
Exchange differences in respect of leases | 0.7 | (0.4) |
Interest income | (51.9) | (13.5) |
Foreign exchange losses (gains) on operating activities | (5.4) | (4.5) |
17.8 | 101.1 | |
| Operating changes in working capital: | ||
Decrease (increase) in other receivables and others | 2.4 | 5.2 |
Increase (decrease) in trade payables due to clients | 19.8 | 9.8 |
Increase (decrease) in other payables | 24.3 | 24.1 |
Increase (decrease) in service suppliers | 0.9 | (3.8) |
47.4 | 35.3 | |
Cash generated from operations | 336.6 | 506.8 |
Non-cash transactions
During the year ended 31 December 2023, $14.1 million in right of use assets and lease liabilities were recognised.
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NOTE 28 – SUBSEQUENT EVENTS
In January 2024, the Group obtained a clearing membership of Eurex Clearing AG.
On 20 February 2024, the Company declared a final dividend in an amount of $31.0 million ($0.3911 per share). The dividend
record date is 1 March 2024 and it will be paid to the shareholders on 11 July 2024.
On 20 February 2024, the Company declared a special dividend in an amount of $44.0 million ($0.5551 per share). The dividend
record date is 1 March 2024 and it will be paid to the shareholders on 11 July 2024.
On 20 February 2024, the Company declared the adoption of a share buyback programme to buy back up to $100.0 million of
the Company’s ordinary shares, comprised of a final share buyback programme in the amount of $31.0 million and a special
share buyback programme in the amount of $69.0 million.
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FURTHER INFORMATION
ADVISORS
Sponsor and Joint Broker
Liberum Capital Limited
Ropemaker Place
25 Ropemaker Street
London EC2Y 9LY, UK
Joint Broker
Jefferies International Limited
100 Bishopsgate
London EC2N 4JL, UK
Independent Auditors
Kesselman & Kesselman, a member
firm of PricewaterhouseCoopers
International Limited
146 Derech Menachem
Begin Street
Tel Aviv 6492103, Israel
Legal Advisor (Israel)
Herzog, Fox & Neeman
Herzog Tower
6 Yitzhak Sadeh Street
Tel Aviv 6777504, Israel
Legal Advisor
(United Kingdom)
Latham & Watkins
99 Bishopsgate
London EC2M 3XF, UK
Legal Advisor
(United Kingdom)
Bryan Cave Leighton Paisner LLP
Governor’s House
5 Laurence Pountney Hill
London EC4R 0BR, UK
Financial Public Relations
Dentons Global Advisors
One Fleet Place
London, EC4M 7RA, UK
Depositary
Link Market Services Trustees Limited
Central Square
29 Wellington Street
Leeds LS1 4DL, UK
Registrar
Link Market Services Limited
Central Square
29 Wellington Street
Leeds LS1 4DL, UK
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Plus500 Ltd. 2023 Annual Report | 140Plus500 Ltd. 2023 Annual Report | 140
