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Backing
businesses
tosucceed
Funding Circle Holdings plc
Annual Report and Accounts 2023
Funding Circle Holdings plc Annual Report and Accounts 2023
Our mission
Business owners are forward thinkers. Theyre determined. They stand up to
make a difference and work hard to make it happen. That’s why our mission is
to help them get the funding they need to win.
Small businesses are the engine
room of the global economy.
Werethe small business finance
provider that backs them to succeed.
Vikentijs Gubskis
8 Rocks Deli & Wine
8 Rocks café and
wine bar wanted
to reinvent their
business after
lockdown. Find out
how FlexiPay gave
them the support
they needed to grow.
Joe Faulkner
and Inas Sid
15 Grams
Hear how this coffee
shop and roastery
used their loan to
expand and open
a second site and
grow their online
customer base.
Laurence Dixon
Bass Place
London’s busiest
double bass
workshop needed
funding for some
roof repairs – and
their high street bank
couldn’t help. Here’s
how we were able to
support them.
Bruna Piaui Graf
Bruna’s Brazilian
Cheese Bread
In 2019, Bruna made
the decision to
follow her dreams
of offering the real
Brazilian cheese
bread experience.
Watch the
video online
Watch the
video online
Watch the
video online
Watch the
video online
The financeprovider
that’s all in
Contents
Strategic report
01 Highlights
02 Funding Circle at a glance
04 Why Funding Circle?
06 Chair’s statement
08 Chief Executive Officer’s statement
10 Our market
12 Our business model
14 Our technology and data
16 Our products and services
18 Our strategy
20 Key performance indicators
22 Environment, social and
governance (“ESG”)
31 Task Force on Climate-related
Financial Disclosures (“TCFD”)
41 Other commitments and
policy statements
42 Engaging our stakeholders
45 Financial review
52 Risk management
56 Principal risks and uncertainties
64 Viability statement
Corporate governance
67 Introduction from the Chair
68 Board of Directors
70 Corporate governance report:
Key Board activity
Board effectiveness review
81 Report of the Nomination Committee
84 Report of the Audit Committee
90 Report of the Risk and
Compliance Committee
92 Report of the ESG Committee
94 Directors’ remuneration report
106 Annual report on remuneration
117 Report of the Directors
120 Statement of Directors’
responsibilities in respect of the
financial statements
Financial statements
122 Independent auditors’ report
129 Consolidated statement of
comprehensive income
130 Consolidated balance sheet
131 Consolidated statement of changes
in equity
132 Consolidated statement of cash
flows
133 Notes forming part of the
consolidated financial statements
179 Company balance sheet
180 Company statement of changes
in equity
181 Company statement of cash flows
182 Notes forming part of the Company
financial statements
191 Alternative performance measures
192 Glossary
195 Shareholder and Company
information
196 Company information
The Strategic Report was approved by the Board on 14 March 2024.
Lisa Jacobs
Chief Executive Officer
Our performance
Operational
Loan originations
£1.5bn
2022: £1.4bn
FlexiPay transactions
£234m
2022: £59m
Highlights
Statutory financial
Total income
£162.2m
2022: £151.0m
(Loss)/profit before tax
£(33.2)m
2022: £(12.9)m
Loans under management
Loans under management
£3.3bn
2022: £3.7bn
FlexiPay balances
£56m
2022: £18m
Alternative performance
measures (“APM”)
AEBITDA
£(3.9)m
2022: £9.5m
Net Assets 2023
£246.8m
2022: £284.0
Borrow, pay andspend
5 £16.9 billion credit extended
globally to more than 150,000
SMEs since 2010
5 Launched FlexiPay
card in the UK
5 Awarded a licence to
participate in the US Small
Business Administration’s
7(a) small business loan
programme, subject to
SBA approval
Powered by data
andtechnology
5 80% of applications in
the UK receiving instant
decisions
5 Application in six minutes,
decision in as little as
nine seconds and money
in borrower’s account in
24 hours (UK)
5 Strong customer satisfaction
with Group NPS at
79 for 2023
Executing on
medium-term plan
5 Attract more businesses
— including the second
year of sponsorship with
Premiership Rugby
5 Say yes to more businesses
— including lending via
Marketplace
5 Become #1 in new products
— including the launch of
FlexiPay card which enhances
the FlexiPay proposition
Solid performance in
line with expectations
5 Total income of £162m;
AEBITDA loss of £3.9m
5 Loan returns remain robust
and attractive
5 Continued to execute on
multi-product strategy
5 Go forward focus on
profitable UK business
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 01
Funding Circle at a glance
We back
businesses to
help them grow
At Funding Circle we understand how important getting
the right finance is for businesses to take their next
step. That’s why our mantra is to say “yes” to as many
businesses as possible.
What we do
Funding Circle is the finance provider that backs businesses to succeed, proudly raising the bar in the world of SME
finance with innovative products and services that support real businesses to go from strength to strength.
Business loans
Flexible commercial and
government-backed loans from
£10,000 to £500,000, available from
six months to seven years.
A suite of finance products to
support small businesses
Borrow
Working capital to help businesses grow, launch
new products or improve their operations.
Pay
Flexible cash flow finance to pay bills and
supplier invoices and make larger purchases.
Spend
Cover everyday business expenses, whether at
work or on the go.
FlexiPay
Short-term financing via
our FlexiPay line of credit
product, with a credit limit
of up to £250,000.
Marketplace
Merchant cash advance,
business loans and revolving
credit facilities from our
Marketplace lenders.
More detail on page 16
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202302
How we do it
Our diverse product range is designed
specifically for SMEs as a priority, using
leading technology and data to provide
fast, fair and hassle-free finance.
Beyond great products, we know how
vital thoughtful customer service is.
We provide meaningful, human support
throughout to ensure every customer is
seen and heard.
Our ambition is to support as many
businesses as possible with the finance
they need to succeed, and to be a long-
term partner on their journey.
Where we do it
We’re delivering on our mission of helping small businesses get the
funding they need to win and have helped tens of thousands of
businesses across the UK and US.
An unrivalled experience
We deliver an unrivalled experience for
small businesses, powered by data and
technology.
2.5bn
data points in our data lake
6 min
application time in the UK
79
customer NPS for the Group
80%
instant decisions in the UK
4.6
Trustpilot score in the UK
United States
5 Funding Circle entered the US
market in 2013
5 Since then, we’ve helped more than
45,000 businesses access over
$4.8 billion in finance
United Kingdom
5 Founded in the UK in 2010, Funding
Circle is now the leading lending
platform for SMEs
5 We’ve helped more than
95,000 businesses access over
£12.5billion in finance
More detail on page 12
Attract more
borrowers
A
ccumulate
more data
De
velop better
machine learning
mo
dels
Say yes to
more
businesses
(increased
conversion)
G
reater
operating
le
verage
New products
(Funding Circle
and
Marketplace)
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 03
Our unique proposition
Strong progress on our medium-term plan across the business
Business profitable
£6.5m
PBT as most
established business
Maturity and scale evident
Business continued to grow
21%
originations growth in
FY 2023 vs FY 2022
Strong momentum
£234m
~4x growth in transactions
in FY 2023 vs FY 2022
FlexiPay card now fully
launched to new and
existing customers following
successful beta phase
Why Funding Circle?
UK Loans US Loans FlexiPay
We have built a unique proposition since the business was founded
in 2010 which has placed us in a strong position to deliver on our
strategic ambitions and serve more small business needs.
Leading SME lending platform in a
large and underserved market
5 >£330 billion term loans addressable market
opportunity, including £84bn in the UK
5 FlexiPay adds new market potential with
>£1.3 trillion SME B2B payments market
opportunity in the UK
Strong financial profile and
provenbusiness model despite
tough environment
5 Strong balance sheet and cash position
5 Established and profitable UK Loans business
Technology and data drive
superior customer experience
andcompetitive advantage
5 Group Net Promoter Score (“NPS”) of 79
and Trustpilot score of 4.6 stars
5 3x better risk discrimination than traditional
bureau scores, delivering high conversion
and attractive investor returns
Attractive growth opportunities
5 Focused on expanded distribution, increased
conversion and an expanded product set
5 Significant medium-term opportunities in
new products
More detail on page 12 More detail on page 18
More detail on page 14More detail on page 10
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202304
Our strategic roadmap is
our platform for growth
Our medium-term plan is focused on delivering on our strategic
pillars supported by our core foundations, ESG strategy and the
values that our Circlers live and breathe every day.
Three strategic pillars
Three core foundations
Our values
Our ESG strategy
Obsess over
the customer
Climate change
and environment
Think smart
Diversity, equity
and inclusion (“DEI”)
Make it
happen
Social impact
Stand
together
Governance and
risk management
Be open
Live the
adventure
Start with the
customer: work
hard to serve
them, create great
experiences, and
build a trusting
partnership.
To support key environmental
initiatives where we can have
meaningful impact for Funding
Circle and its customers, and
achieve a good standard of
positive environmental impact
and progress towards net zero.
Find a better
way: challenge
assumptions, seek
insights, and make
informed decisions.
To be best in class and live by
our DEI statement, building an
inclusive and diverse culture.
Take small steps
fast and deliver:
be ambitious, take
accountability,
and see it through
with grit.
To support a diverse SME
customer base: creating jobs,
fostering financial inclusion,
having a positive impact and
providing opportunities, whilst
having a multiplicative effect on
the wider community.
We win and lose
as one team:
celebrate diversity,
listen actively, and
support each other.
Build trust through
transparency and
integrity: be honest,
seek feedback, and
communicate
clearly.
To meet shareholder and
investor expectations, and be
viewed positively in the market.
Champion our
culture: show
curiosity, embrace
change, and
bring your passion
every day.
More detail on page 19
More detail on page 19
More detail on page 22
More detail on page 25
Attract more
businesses
Strengthening existing
distribution channels and
expanding into new embedded
and intermediated channels
to enable more businesses
to reach us.
Say yes to more
businesses
Serving more businesses
through an expanded set of
personalised Funding Circle
products and further integration
with third party lenders.
Become #1 in new
products
Using our capabilities to
enter new markets where
we can develop market-
leading products.
Technology and data to
enable innovation at pace
Investing in our technology
and ever-expanding data lake
to deliver superior customer
service and better meet the
needs of SMEs.
Scalable products
and processes
Serving more businesses
through an expanded set of
personalised Funding Circle
products and further integration
with third party lenders.
High performing teams
executing brilliantly
Investing in our people and our
culture to make our business
stronger and deliver on
our strategy.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 05
Chair’s statement
Delivering against medium-term plan
In 2022 we set out our medium-term
plan to become a multi-product
platform that enables SMEs to borrow,
pay and spend with Funding Circle.
I am encouraged that we continued
to make good progress against this
strategy last year, which will enable
us to reach more SMEs and add
additional paths to grow our business.
Solid performance in a
challenging year
A year ago, I ended my annual
statement by referencing the
challenging period of subdued
economic activity ahead. This
played out against the backdrop of
growing geopolitical uncertainty
and inflationary pressures,
which combined to take their toll
on economic growth. Despite
these challenges, we once again
demonstrated the resilience
of the business and our agility
in responding to the changing
economic environment.
Low business confidence and the
higher interest rate environment are
not the conditions in which small
business owners rush to take on
new borrowing, so it is encouraging
that we grew our loan originations
by 2% year on year and FlexiPay
transactions quadrupled in the same
period. We also further enhanced
our position as a market leader in
supporting government-backed
lending to SMEs via the third iteration
of the UK government Recovery Loan
Scheme. And our new short-term
credit product, FlexiPay, is growing
rapidly, with the launch of the new
card feature off to a promising start.
As a result, in spite of a tough
economic backdrop, our core UK
Loans business extended its track
record of profitability. The business
continues to go from strength to
strength, growing its leading market
share and it has now delivered 12
successive years of positive net
returns for lenders on our platform.
This position is testament to the
power of our technology, how we
utilise our unique data insights and
the Funding Circle brand.
Strategic Focus
The medium-term plan, with its focus
on serving our customers across
a broader range of products and
services, is very different from the
single product, multi-geography
strategy first adopted by Funding
Circle. The shift in strategy has been
logical and evolutionary: as we have
grown our customer base to 150,000
SME businesses and continue to
enjoy exceptionally high levels of
customer satisfaction and loyalty,
it makes sense to increase our
engagement with those customers
and to offer them more products. We
are pleased with the progress made
so far, and continue to believe this is
the right strategy for the business.
A track record of
delivering robust and
attractive returns
Andrew Learoyd
Chair
Thanks to all of our
Circlers who have
once again helped
to deliver another
solid set of results
in a difficult external
environment. This
has been a true
team effort, with
contributions from
every corner of
thebusiness.
Our team in the US has played a
significant part in helping us to
execute against our three strategic
pillars. Most recently, the team was
awarded an SBA loan issuer licence
from the US Government, which is
subject to final SBA approval.
SBA issuance, however, requires a
different approach in terms of its
capital needs and other resource
requirements. This would leave
the US business with a materially
different profile to our UK operations.
As a Group, we have taken the decision
to simplify the business and focus
on a profitable UK business and
delivering shareholder value. We
have received early indications of
interest in the US business and will
provide an update in due course.
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202306
Thanks to the team
Thanks to all of our Circlers who have
once again helped to deliver another
solid set of results in a difficult
external environment. This has been
a true team effort, with contributions
from every corner of the business.
As we look forward to 2024, there
will be some upcoming changes in
Board composition as some of the
Directors are nearing the end of
their tenure and to ensure we have
the right Board composition in place
for our revised strategy. It is my
responsibility to ensure a smooth and
effective transition, including for my
own role as Chair. Eric Daniels, who
has served on the Board for nearly
eight years, will not be standing
for re-election as a Director at the
Company’s AGM in May 2024. On
behalf of myself and the rest of the
Board, we’d like to thank Eric for his
dedication and commitment over the
years. The business has benefitted
from his expertise and experience
and we will miss his gravitas as well
as his humour.
An exciting year ahead
Our core business, already profitable,
has incredible operating leverage to
take advantage of any recovery in
the UK economy.
The decision to review our activities
in the US has been tough, after
many years of ownership and
investment, but I believe it is a
decision that is in the best interests
of delivering shareholder value
and simplifying the business.
We believe that our business is
fundamentally undervalued by
the public markets and by making
changes in the US we can maximise
the focus of management, our
resources and our investors in the
valuable core UK business and the
exciting opportunities of delivering
new products to our growing
customer base.
Andrew Learoyd
Chair
14 March 2024
Sip, sip, hooray,
with FlexiPay
Vikentijs (Vik) Gubskis
8 Rocks Deli & Wine
8 Rocks Deli & Wine, a café and wine bar in
Loughton, Essex, took out a government-backed
loan during lockdown to update their premises
and make it more functional as an all-day dining
location, providing the community with a deli by
day and a wine bar by the evening. However, Vik
still found managing cash flow a challenge when
having to order so much stock – so in April 2022,
he took out a FlexiPay line of credit to help.
Vik was one of the early tranche of customers
to be approved for a line of credit and, so far, he
has used the product to get a discount on their
bulk wine orders and to spread their everyday
costs. Vik tells us the benefits of having FlexiPay
on hand, and how our support has allowed his
business to grow.
Backing businesses
Watch the
video online
Funding Circle Holdings plc | Annual Report and Accounts 2023 07
FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT
Chief Executive Officer’s statement
Delivering on our plan to
capture growth in a large,
underserved market
T
wo years ago, we set out
our medium term strategy
to transition into a multi-
product business, enabling
our customers to borrow, pay and
spend. I’m proud of the progress we
have made in achieving this strategy,
whilst also delivering results in line
with expectations.
Our UK business is in a strong
position. We’re the market leader in
online SME lending; we’re using our
technology and data advantage to
deliver a superior customer experience
and we’re launching new products
to further our mission of helping
more SMEs get the funding they
need to win. Our loan returns remain
attractive and robust, attracting
continued institutional investor loan
demand. Our UK Loans business
is profitable despite a stressed
credit environment and our FlexiPay
product has grown strongly and, as
a frequent use product, has enabled
us to build greater engagement with
our customers. I’m excited that we
launched our card product in 2023
– enabling customers to borrow, pay
and spend with Funding Circle in their
pockets for the first time.
We made steady progress in the
US and were the only fintech to
receive a tentative award for an
SBA 7(a) licence. We see good long
term growth opportunities in the
US market. However, future growth
will require significant cash and
capital under the SBA programme.
As a result, going forward we are
focusing on our UK business – the
combination of UK Loans and
FlexiPay – to drive Group cash and
profitability and to deliver greater
shareholder value. We have received
early indications of interest in the US
business from third parties and will
provide a further update on these
discussions in due course.
Financial and operational overview
Our financial performance in 2023
was in line with expectations, and
once again demonstrated the
resilience of the business and our
agility in responding to the changing
economic environment. We delivered
£162.2m total income and AEBITDA
loss of £3.9m, as we invested in the
US and FlexiPay. We ended the year
with a strong balance sheet – net
assets of £246.8m and unrestricted
cash of £169.6m.
During the year, we saw good
momentum in our two UK businesses
– UK Loans and FlexiPay. The UK
Loans business is profitable and
margins improved half-on-half, with
AEBITDA profit of £21.3m and PBT of
£6.5m, up from £13.8m and a loss of
£1.8m in 2022, respectively.
FlexiPay, our short term credit
product, delivered strong growth
in 2023, building on a successful
launch in 2022. Transactions
nearly quadrupled to £234m and
businesses FlexiPayed over 60,000
times. What I’m particularly excited
about is the repeat usage we see
– FlexiPay has quickly become an
important tool for our customers
to manage their biggest pain point,
cashflow management – enabling us
to see attractive recurring revenue.
Lisa Jacobs
Chief Executive Officer
We have a strong
team, a clear
plan and were
unwavering in
our mission to
help more small
businesses win.
We will continue
to deliver well
and maintain
our core focus
on transforming
our business into
something that is
more important
in our customers’
lives and more
valuable for our
shareholders.
Our achievements this year are
testament to the hard work and
dedication of our fantastic Circlers
– thanks to all of them for their
commitment to helping SMEs
thrive. Our culture is something we
deliberately nurture and makes our
business special. It’s a pleasure to
work with such a great, diverse team
every day.
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202308
Playing an important role in
businesses’ day-to-day lives
This year I was delighted to meet a
number of our customers including
Alexis Gauthier, a repeat Funding
Circle borrower and founder of
Gauthier Soho in London, and
Bruna Piaui Graf of Bruna’s Brazilian
Cheese Bread in Colorado. I continue
to be inspired by our borrowers’
entrepreneurship, creativity and
resilience. We play a small part in
these businesses’ lives, but it is an
important one – one that enabled
both Alexis and Bruna to expand
their business and realise their goals.
I know everyone at Funding Circle
is so proud that our credit products
can help make a difference for these
businesses – whether that’s through
working capital, a loan to fuel growth,
or providing a better means to
manage their cashflow with FlexiPay.
Looking ahead
We exist to help SMEs access the
funding they need to win. We do this
by delivering an unrivalled customer
experience powered by data and
technology. We are leveraging this
competitive advantage to diversify
and expand our products and
distribution channels to help the
hundreds of thousands of SMEs
who remain underserved by the
traditional financial services market.
We’re excited about the future of
our UK business. Our focus on the
UK will improve Group profitability
and cash generation over the nearer
term. We will continue to support
our businesses through wider
distribution, increased conversion
and an expanded product set, which
is underpinned by a robust balance
sheet and strong cash position.
We have a strong team, a clear plan
and we’re unwavering in our mission
to help more small businesses
win. We will continue to deliver
well and maintain our core focus
on transforming our business into
something that is more important
in our customers’ lives and more
valuable for our shareholders.
Lisa Jacobs
Chief Executive Officer
14 March 2024
Success is
brewing
Joe Faulkner and Inas Sid
15 Grams
In 2019, Joe and Inas opened their first 15 Grams
coffee shop and roastery in Greenwich, London.
Having seen immediate success, with many
people walking out for a coffee during lockdown,
the owners wanted to open a second site so they
could reach a wider customer base.
Through one of Funding Circle’s partners, Tide,
they were able to get the funds they needed really
quickly, allowing them to secure their second
shop in Blackheath, London, fund new equipment
and hire additional staff, as well as grow their
e-commerce subscription business. Hear their
story, and how funding has helped them expand
their business to new heights in the video below.
Watch the
video online
Backing businesses
Funding Circle Holdings plc | Annual Report and Accounts 2023 09
FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT
Our market
Small businesses
confidence returning after
years of uncertainty
SMEs: An important driver of the economy
It’s clear that SMEs punch above their weight when it
comes to powering the economy. Making up 99% of UK
businesses and 61% of private sector jobs, SMEs keep
our communities vibrant and our high streets lively. Based
on the results of our 2023 SME survey, Funding Circle’s
lending not only contributed £6.9 billion to the UK’s gross
domestic product (GDP) but also played a pivotal role in
supporting 95,800 jobs. Beyond employment and GDP
contributions, the economic activity supported by these
loans generated £1.6 billion in tax receipts.
Details of the impact report
can be found here:
UK market:
There are a range of challenges impacting SMEs,
including the highest base rate in 15 years, supply chain
issues and a slowing demand for goods and services.
Over the last few years, we have seen how SMEs have
responded to these challenges with specific behaviours
that emerged during the pandemic. These can be broadly
categorised into three groups:
5 Survivors — those most negatively impacted by
the economic environment;
5 Hedgers — those focused on precautionary
measures, such as building up or maintaining cash
reserves; and
5 Thrivers — those who continued to adapt, invest
and grow their businesses.
In the past year, the number of survivors remained
steady, and the size of hedgers and thrivers fluctuated
as businesses responded to the changing economic
conditions. As individuals and households felt the impacts
of the cost of living crisis and businesses responded to
base rate rises, business confidence, and therefore the
amount of thrivers, dropped in the middle of the year.
However, this group stabilised as the conditions eased
throughout the second half of the year.
SMEs are growing in optimism for the long term, with ONS
reporting a 11% rise in SMEs reporting no concerns for the
future of their business over the last year.
However, they’re still exercising caution in the short term,
with more hedgers holding off investment decisions
as they seek to maintain cash reserves in the face of
uncertainty. This is demonstrated by almost half of the
SMEs surveyed reporting they had paused, delayed,
or cancelled a business investment in 2023 due to
economic conditions. The proportion of SMEs expecting
to immediately increase investment in their business also
fell. The research shows SMEs prefer to wait for signs of
demand recovery before making investments.
Nonetheless, SMEs are clearly ready to unlock their
potential. We are pleased to see nearly half plan to
grow their business over the next year. Data from the
Federation of Small Businesses (FSB) supports this,
finding that the share of SMEs expecting to increase
investment over the next quarter towards the end of 2023
was in line with the 2022 level, indicating the cohort of
thrivers has remained stable.
SME confidence is finally on the rise
Overall, SMEs are powering our economies and
communities, and with the right support they are well-
placed to continue doing so. The FSB’s Small Business
Index (SBI) indicates an overall increase in business
confidence levels during 2023. Although economic
weaknesses seem to influence SME sentiment, more
SMEs are reporting no risk of insolvency compared to
equivalent levels last year. Funding Circle survey data
also indicates that 87% of small businesses feel more
optimistic or have neutral sentiments for their business
performance for the next 12 months, suggesting a
positive outlook for the UK economy. Not only this, they
are ready to invest when the opportunity arises, with
medium term growth ambitions rising.
SMEs access to finance is growing
Despite this, confidence can only get you so far.
Traditional credit conditions have tightened due to
monetary policy decisions and economic headwinds, but
this hasnt stopped SMEs accessing finance.
SME confidence has increased across a range of metrics over the last year, but
support is needed to unlock the full potential of the UK’s small businesses who are
optimistic for growth once trading conditions ease and as and when demand for
goods and services recovers. Resilience is on the rise and businesses feel hopeful
for the future, as SMEs report an increase in sentiment towards long term success.
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202310
Struck the
rightchord
Laurence Dixon
Bass Place
Bass Place, the home of double bass repairs in
London, was struggling to find funding for some
restoration works on their building, and their high
street bank of 30 years couldn’t help. Having heard
about Funding Circle through a relative, owner
Laurence decided to make a call to our team – and
had all the funds for the repairs four days later.
Laurence tells us all about his experience, what
else he used his loan for, and how finance has
helped him continue to restore some of the world’s
oldest instruments.
Our research shows the availability of credit to SMEs
in the UK has risen, with a 15% increase from Q4 2022
to Q4 2023. Much of this availability is a direct result of
alternative finance lenders like Funding Circle providing
finance that traditional lenders do not. Over two-thirds
(67%) of SMEs report that they believe traditional lenders
such as banks favour large, well-established businesses.
And brokers agree: a recent survey of UK finance brokers
indicated that 3 out of 4 (77%) of banks are now less
willing to lend to SMEs.
SMEs need simpler ways to access funding
Part of this problem lies in the complexity of data required
to make a lending decision which can be highly onerous
for the borrower. According to our 2023 borrower survey,
SMEs’ primary hurdle in accessing funding was the
borrowing process. This is also highlighted in data from
Open Banking Expo (OBE) that shows that 47% of small
businesses struggle to answer all the questions in loan
application forms. This is a big hurdle for SMEs, and our
survey shows that simplicity and speed are two of the
main reasons SMEs choose us.
The sector has also seen greater demand for, and
provision of, short-term financing including credit cards
and overdrafts, with the Bank of England reporting
business credit card demand doubling from 10% to 20%
in the last year. We launched FlexiPay, our short-term
finance solution, to help meet this growing customer
need. With over £1.5bn of funding distributed to SMEs
in 2023, we continue to evolve our range of products for
our customers to ensure they can access the finance
they need.
£6.9bn
contribution to GDP
95,800
jobs supported
£1.6bn
generated in tax receipts
Watch the
video online
Backing businesses
Funding Circle Holdings plc | Annual Report and Accounts 2023 11
FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT
Small business borrower needs
Access to affordable finance
5 SMEs’ access to finance can be restricted
5 SMEs account for ~50% of GDP
but <2% bank lending
Fast, convenient applications
5 Instant automated decision in the UK for
80% of applications (six minute application;
decision in nine seconds; funding
in 24 hours)
5 Easy online applications in the US (six
minute application; decision in 24 hours;
funding in 48 hours)
Superior customer experience
5 79 Group Net Promoter Score
Institutional investor needs
Access to hard-to-reach asset class at
scale through diversified loan book of
multiple smaller loans
5 Diverse SME population
5 Wide-ranging and complex risks
5 Significant credit exposure
5 Fragmented and unpredictable data
Robust and attractive returns
5 6-7% average annualised returns
since 2018
5 Higher future returns targeted (higher base
rate environment)
5 Active monitoring to ensure institutional
investor diversification and performance
Our model creates
growthfor all stakeholders
Market inputs Our flywheel
Attract more
borrowers
Accumulate
more data
Develop better
machine learning
models
Say yes to
more businesses
(increased
conversion)
Greater
operating
leverage
New products
(Funding Circle
and Marketplace)
Our business model
We have 13+ years’ experience of delivering robust and
attractive returns to investors through a proven business
model whilst providing a superior customer experience.
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202312
Borrowers
Access to fast, flexible, affordable finance with
an unrivalled customer experience.
Institutional investors
Exposure to an attractive, hard-to-access asset
class of strategic importance to the economy.
Communities
A big impact in communities where small
businesses create jobs, fuel economic growth
and generate tax receipts.
Government and regulators
A trusted and reputable company, working
alongside regulators, industry and institutions
to ensure best practice.
Partners and suppliers
A dependable partner and customer, working
towards a common goal wherever possible.
Employees (Circlers)
A culture of diversity, equity, inclusion and
opportunity, dedicated to learning and personal
growth in a high performance environment.
Shareholders
An attractive opportunity for sustainable
shareholder value creation.
Growing data lake
Contains 2.5 billion data points, including proprietary
data gained from over 13 years of SME lending
which includes over 1.7 million loan applications and
behavioural and performance data from over 200,000
loans and 80,000 FlexiPay transactions.
Models that outperform
Our data enables us to build and apply ever more
accurate and predictive risk models (now ninth
generation in the UK and fifth in the US) that outperform
traditional bureau scores by as much as three times.
These models outperform the traditional bureau scores,
but also enable us to be smart about the data we ask our
customers for, balancing risk insights with a frictionless
customer journey.
Instant decisions and increased conversion
The powerful combination of data and technology
enables us to make more instant lending decisions,
optimising borrower access to finance and improving
customer experience and conversion. Our data also
powers our marketing models, so we target those
businesses most likely to respond and to pass our
credit assessment.
Developing new products
Our data, our technology and our customers combined
enable us to launch more products. Offering more
products increases our customer engagement and builds
deeper relationships with customers, who return to us
for future finance and recommend us to others.
Value we createOur competitive advantage
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 13
Our technology and data
Technology and data
areattheheart of our
SMElendingplatform
Over the past 13+ years, our dedication to providing
SMEs with access to finance has equipped us with
rich, unparalleled data which is at the heart of our
business and underpins everything we do.
It is what we do with this constantly evolving and
expanding data, and how we combine it with our
powerful, advanced technology, that makes us unique
and allows us to solve more small business problems
through our range of financial products.
Since 2010, we have provided finance to 150,000
SMEs, assessed 1.7 million credit applications and have
behavioural and performance data from over 200,000
loans and more than 80,000 transactions through
our most recent product, FlexiPay. We combine our
proprietary data with publicly available sources to gain
an even broader knowledge of SMEs and, from over 13
years of gathering this data, our data lake now includes
2.5 billion data points. This has enabled us to build an
unparalleled picture of SMEs: their spending habits,
borrowing habits and payment behaviour and use cases
across different products.
We use the data we have at our fingertips in ways that
our competitors, including banks, dont - this is what
differentiates us from our peers.
And this is just the beginning. The SME market is
large and typically underserved. Our unrivalled data
insights and technological advantage continue to
grow stronger as we scale, and, as we have shown
with FlexiPay, we are in a strong position to continue
to unlock this market and solve more small business
problems across other product categories.
Optimise
marketing
Our unmatched understanding of SMEs and latest
generation risk models - now ninth generation
in the UK and fifth in the US - help us to select
the right applicants for our products. We use
accurate targeting to attract and say yes to
businesses likely to want finance and likely to
be creditworthy.
Provide access to
finance, fast and
hassle free
Developed and refined over more than a decade
of lending to SMEs, our advanced machine
learning technology and instant decision
capabilities enable SMEs in the UK to complete a
lending application in six minutes and receive a
lending decision in as little as nine seconds.
Expand our products
By leveraging our unique data insights and
unrivalled technology, we are in a strong position
to deliver new products quickly and further
integrate with third party lenders to serve more
business needs with a better value proposition.
Generate repeatusage
Our excellent customer experience and user
journey ensure we not only attract new borrowers,
we generate repeat businesses from our existing
customers too.
Deliver strong and
robust returns
Through our careful customer targeting, we’re
able to optimise and increase conversion,
enabling us to ensure a good return on investment.
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202314
150,000
businesses helped since
2010,globally
£16.9bn
lent to SMEs to date, globally
1.7m
applications to date, globally
2.5bn
data points in Funding
Circle data lake
>200,000
loans to date, globally
37m
businesses in Funding
Circle data lake
Rising high,
expanding wide
Bruna Piaui Graf
Bruna’s Brazilian Cheese Bread
Since moving from Brazil to the US in 2014, Bruna
longed for the traditional Brazilian snack, cheese
bread. In 2019 Bruna made the decision to follow her
dreams of offering the real Brazilian cheese bread
experience, and launched the company Bruna’s
Brazilian Cheese Bread.
Initially launching with a food truck, Bruna offered
delicious cheese bread at festivals and markets.
A year after launch, the pandemic impacted the
business, but Bruna didn’t give up and pivoted
by starting a frozen and bake at home selection,
as well as changing the packaging and venturing
to wholesale.
Whilst growing the business and taking it into
different directions, Bruna came to Funding Circle for
a business loan that helped her with the growth of the
business. For Bruna, it was a really simple and quick
process that has allowed her to focus on creating new
and delicious cheese breads, including vegan and
pizza flavoured options.
Watch the
video online
Backing businessesBacking businesses
Funding Circle Holdings plc | Annual Report and Accounts 2023 15
FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT
Our products and services
Financial support that backs
businesses to succeed
We have a diverse and evolving product range that empowers
businesses to reach their goals.
FlexiPay UK business loans US business loans
A flexible credit line and
business credit card that allow
businesses to spread their
repayments in three
5 Interest-free line of credit with
no annual fees
5 Credit limit up to £250,000
5 Includes business credit card
5 Flat fee per transaction
5 Prime and near prime loans
5 From £10,000 to £500,000
5 Available from six months
to six years
5 Asset finance 5 Term loans
5 Revolving credit
facilities
5 Merchant
cash advance
5 Super prime, prime and near
prime loans
5 From $25,000 to $500,000
5 Available from six months to
seven years
Refreshingly simple and competitive loans designed for businesses
Marketplace
A service that opens the door to finance solutions from across the market
A suite of finance products to
supportsmallbusinesses
Borrow
Working capital to help businesses
grow, launch new products or improve
their operations.
Pay
Flexible cash flow finance to pay bills and
supplier invoices and make larger purchases.
Spend
Cover everyday business expenses, whether at
work or on the go.
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202316
FlexiPay: payments on your terms
We’ve heard countless businesses tell us they want more support and options in how they manage their finances and
more flexible and simple payment terms - that’s why we created FlexiPay.
With FlexiPay, businesses choose how to access their funds - they can either make a simple transfer to pay a supplier
or bill, or use the FlexiPay card for purchases online or in store, then choose which payments to pay off in full, or spread
the cost over three manageable instalments with a flat fee and 0% interest. FlexiPay enables businesses to pay urgent
bills quickly, keep suppliers happy with early payments and seize new business opportunities in the moment.
Marketplace: opening doors to finance solutions from across the market
Our Marketplace service enables us to say yes to more businesses by finding the right deal for customers we are
unable to support with our existing product range. Through Marketplace, businesses can access a wide range of
finance products from our partners whilst benefitting from the speed and efficiency provided by Funding Circle’s
market-leading technology.
In 2023, Marketplace continued to show strong momentum in helping more businesses access the finance they need.
During the year, more than £100 million was lent through Marketplace to UK businesses. We expanded our product
set and deepened integrations with some of our Marketplace partners to provide a more seamless flow, including the
launch of a new asset finance proposition in Q4 which enables customers to directly apply for asset finance on the
Funding Circle website. This new proposition provides a significant opportunity for us to support more businesses
which are widely underserved, with a total addressable market of £34bn for asset finance in the UK.
Pay bills or expenses by cardortransfer directly
Apply in minutes
on our website and
get an instant credit
limit decision
...or use your
FlexiPay card to pay
in store or online
Repay over three
months for a flat fee
The credit is
then available
to use again
Use the FlexiPay
app to pay a
business cost
2023 was a big year for FlexiPay as we fully launched FlexiPay card. Now, FlexiPay customers can use their card
to spend online and in store from anywhere. So far, we’ve issued over 6,600 FlexiPay cards and are already seeing
how it has strengthened and enhanced the FlexiPay proposition with customers using the business credit card more
frequently and for smaller transactions than their line of credit. We also launched the FlexiPay mobile app in August,
allowing businesses to manage their payments in one place, or make a business payment through the app.
The FlexiPay journey is very exciting and we are continuing to see great momentum and growth:
5 We grew our FlexiPay customer base to over 6,500 active accounts
5 FlexiPay transactions grew ~4x in 2023, to over £290 million since launch
5 Active customers are typically using FlexiPay 1.3 times per month
5 Businesses have now ‘FlexiPayed’ more than 80,000 times
We have so many more exciting product features and updates to come in 2024 which will give businesses even more
flexibility, enhance the customer journey and further simplify the product - watch this space!
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 17
Our strategy
A growth strategy to help
more small businesses win
Two years ago, we set out an ambitious medium-term growth
strategy to expand the number of ways we help small businesses
win. We are transitioning our business from a single product,
direct-focused business to a multi-product business serving
a direct and embedded audience.
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Attract more
businesses
Say yes
to more
businesses
#1 in new
products
Starting from a strong position
Over the last 13 years, we’ve
built out our core strengths and
capabilities. Our investment in data
and technology has built a superior
customer experience, which our
customers really value.
We are now building on these
foundations as we solve more
problems for our borrowers – with
an expanded product set, increased
engagement and more distribution
channels. Consequently, as we
execute against our medium-term
plan, increased engagement will
increase our customer lifetime value.
We are driven by our purpose to help
SMEs win, because we believe they
make a big difference to people,
communities and the economy.
Yet when it comes to accessing
finance, a key growth enabler, they
are underserved. Our medium-term
plan is focused on delivering on
these growth opportunities through
a defined set of three strategic pillars
and three core foundations.
Find out more online
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202318
Three strategic pillars
Three core foundations
1.
Attract more businesses
We are attracting more
businesses through an
expanded product set,
focused brand investment
and continued strengthening
of existing channels.
How we’re delivering:
5 Each of our product
expansions increases
our relevance to our
customers and enables us
to go deeper in marketing
channels. FlexiPay, in
particular, meets a more
frequent customer use
case, attracting more
customers with SMEs now
able to borrow, pay and
spend with Funding Circle
for the first time.
5 We have completed
the first year of our
sports sponsorship with
Premiership Rugby in the
UK and secured Jamie
George as our first brand
ambassador, driving
improved brand metrics
and helping us reach more
potential borrowers.
5 We continued to expand
our distribution channels
with new partnerships in
the UK and US.
5 We were recently awarded
Lender of the Year at the
AltFi Awards in the UK and
Fintech of the Year at the
Fintech Awards in the US.
2.
Say yes to more businesses
We want to say yes to as
many businesses as possible
by expanding our end to
end conversion.
How we’re delivering:
5 In August 2023, we began our
participation in the government’s
third iteration of the Recovery
Loan Scheme in the UK. We are
offering these loans alongside our
commercial loans and it enables
us to serve an incremental
number of businesses, with strong
demand experienced to date.
5 We have strengthened our
Marketplace, referring businesses
that we cannot support to other
lenders – and enabling us to
leverage and monetise our
advantage in distribution and
marketing. We work with 35
lenders and our Marketplace
now accounts for 15% of
our originations.
5 Last year, we leveraged our data
to identify further opportunities
to help more businesses access
funding – and expanded our
product set to offer super prime
loans in the US and near prime
loans in the UK. In the US in 2023,
super prime was over 40% of
originations by value, helping fuel
our growth. In the UK, near prime
was 7% of volumes of origination.
These loans are typically to
newer or smaller businesses and
we expect to see migration from
near prime into our prime product
over time.
3.
#1 in new products
We want to use our
capabilities to create new
market-leading products.
How we’re delivering:
5 In 2022 we launched
FlexiPay, a line of credit
product that solves SMEs
biggest pain point – cash
flow management. The
product enables us to meet
more customer needs,
build a deeper and more
engaging relationship with
our customers, and access
a sizeable new market.
5 We continue to see strong
customer engagement.
FlexiPay transactions
quadrupled in 2023 to
£234 million and we have
over 6,500 active FlexiPay
accounts. Businesses have
now FlexiPayed more than
80,000 times since
we launched.
5 This year we continued to
scale FlexiPay through the
launch of FlexiPay card,
which enables customers
to finance their day-to-day
spend from anywhere.
5 In line with FlexiPay having
reached sufficient maturity
and scale, we also secured
senior debt funding from
Citibank which is helping
to accelerate FlexiPay
growth and diversify our
funding sources.
Technology and data to enable
innovation at pace
5 Investing in our technology
and ever-expanding data lake
to deliver superior customer
service and better meet the
needs of SMEs.
Scalable products
and processes
5 Serving more businesses through
an expanded set of personalised
Funding Circle products and
further integration with third
party lenders.
High performing teams
executing brilliantly
5 Investing in our people and our
culture to make our business
stronger and deliver on
our strategy.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 19
Total income (£m)
£162.2m
(Loss)/profit before tax (£m)
£(33.2)m
Loans originations
£1,456m
Loans under management
£3,284m
FlexiPay transactions
£234m
FlexiPay balances
£56m
Originations (£m) Loans under management (£m)
Basic (loss)/earnings per share (p)
(11.1)p
Definition
The Group generates total income
principally from: transaction fees
earned from originating loans
with borrowers; servicing fees
from servicing of loans under
management; interest income
from FlexiPay and cash balances;
and investment income net of
investment expense.
Definition
This represents the total value of outstanding
principal from borrower loans and lines of credit. It
includes amounts that are overdue but excludes loans
that have defaulted and loans originated through
Marketplace referrals to other lenders.
Definition
(Loss)/profit before tax is defined as
net income after taking into account
all operating expenses and finance
income, costs and share of(loss)/
profit of associates.
Definition
This represents the monetary value of loans originated
through the Group’s platform or through Marketplace
referrals in any given year as well as drawdowns on
the FlexiPay lines of credit. These are key drivers of
transaction and servicing fees for the loans businesses
and the upfront fee for the FlexiPay business.
Definition
Basic (loss)/earnings per share is
defined as the (loss)/profit for the
year attributable to ordinary equity
holders of the Parent Company
divided by the weighted average
number of ordinary shares in issue
during the year.
Links to strategy:
1
2
3
4
Links to strategy:
1
2
3
4
Links to strategy:
1
2
3
4
Links to strategy:
1
2
3
4
Links to strategy:
1
2
3
4
Financial | Statutory
Operational
2022 151.0 2022 (12.9)
2022 2022
2022
20221,422 3,72559 18
2022 (2.0)
2021 206.9 2021 64.1
2021 20212021 20212,296 4,4574 2
2021 17.4
2023 162.2 2023 (33.2)
2023 20232023 20231,456 3,284234 56
2023 (11.1)
How we measure
ourperformance
Key performance indicators
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202320
Adjusted EBITDA (£m)
£(3.9)m
Free cash flow (£m)
£(4.9)m
Definition
Adjusted EBITDA represents the
profit/(loss) for the year before
finance costs (the discount unwind
on lease liabilities), taxation,
depreciation and amortisation,
impairment and additionally excludes
share-based payment charges and
associated social security costs,
foreign exchange and exceptional
items. This is the principal profit
measure used by the Directors in
assessing financial performance in
the Group’s four segments.
Definition
Free cash flow represents the
net cash flows from operating
activities less the cost of purchasing
intangible assets, property, plant
and equipment, lease payments
and interest received. It excludes
the warehouse and securitisation
financing and funding cash flows
and lines of credit cash flows.
The Directors view this as a key
liquidity measure.
Links to strategy:
1
2
3
4
Links to strategy:
1
2
3
4
Financial | Alternative performance measures (“APMs”)
2022 (14.4)2022 9.5
2021 82.82021 91.8
(4.9)(3.9)
Focus areas relevant to our KPIs
1
Attract more businesses and say yes to more businesses
2
#1 in new products
3
Technology and data to enable innovation at pace
4
Scalable products and processes and high-performing teams that execute brilliantly
2023 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 21
Delivering on
ourcommitments
Environment, social and governance (“ESG”)
Our ESG Strategic Pillars
We want to have a positive impact on our communities and the
environment, not only through the lending we provide to our SMEs that
often struggle to find financing, but also through sound ESG practices
that are key to achieving our mission and strategic objectives.
Diversity, Equity and
Inclusion (“DEI”)
Social impact Climate change
and environment
Governance and risk
management
DEI
Our vision and
commitment
To be best in class and live by our DEI statement, building an
inclusive and diverse culture
Achievements in 2023
5 Achieved our lowest gender pay gap result at 17.4% (mean)
5 Delivered our second female empowerment programme, with a specific focus on ethnic diversity
5 Deployed a programme of allyship training globally to further our education and understanding
Goals and roadmap for 2024
5 Continue to make progress against key DEI metrics and targets, including women in leadership and the gender pay gap
5 Provide ongoing and targeted training and support for our managers and all Circlers in support of our goals
5 Continue to build out our Circler group infrastructure and ecosystem
Our ESG framework sets out our short and
long term goals for each strategic pillar
Relevant policies can be found on the
Company’s Sustainability webpage here:
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202322
Climate change and environment
Governance and risk management
Achievements in 2023
5 Achieved operational carbon neutrality for US and UK operations for 2022 application period, and completed first
measurement of full Scope 3 emissions for 2023
5 Completed financed emissions heat map of physical and transition risks, and roadmap to fully align to TCFD recommendations
5 Co-funded a Tiny Forest project in Peckham, UK, through Earthwatch Europe, planting 1,200 trees and taking part in a
citizen science day
5 Through our partner Revivn, repurposed 222 computers and recycled 723lbs of electronic devices from our London office
Goals and roadmap for 2024
5 Implement year one of TCFD climate risk roadmap
5 Begin process to set science-based targets, aligning with the Science Based Targets initiative (“SBTi)
5 Earthwatch Europe partnership expanded for 2024, participating in five Tiny Forest projects in support of the UK’s
Tiny Forest movement
Achievements in 2023
5 Became signatories to the Partnership for Carbon Accounting Financials (“PCAF”), and carried out peer and best-in-class
ESG benchmarking
5 Board and Global Leadership Team (“GLT”) completed climate risk and TCFD training
5 Published ESG-related policy statements on our Sustainability webpage to improve stakeholder access to information
Goals and roadmap for 2024
5 Prepare for UK introduction of ISSB/ IFRS S1, S2; and development of Transition Plan
5 Assess, map and develop integration and reporting of UN SDGs with our global ESG framework
5 Assess and approve Human Rights statement
Social Impact
Achievements in 2023
5 Renewed partnership with Hatch Enterprise to empower underserved social entrepreneurs and promote employee mentoring,
with 140 businesses supported and 74 volunteer hours through mentoring and “friendly dragon” days
5 Launched partnership with Thrive Mental Wellbeing support app, trusted by the NHS, providing free or discounted access to
all SMEs in the UK
5 Increased number of employee impact days from 124 in 2022 to 225 in 2023, including through corporate partnerships, delivering
against our goal of 100 volunteers and 150 volunteer hours. More than 50 UK Circlers volunteered with a conservation trust, 135
US Circlers gave time to a water purification project, and others fed people in need with the charity Refuge Network International
Goals and roadmap for 2024
5 Progress commercial product strategy review, targeting positive social and sustainability outcomes for borrower customers
5 Build on social impact opportunities in the UK business.
Our vision and
our commitment
Our vision and
our commitment
Our vision and
commitment
To support a diverse SME customer base: creating jobs,
fostering financial inclusion, having a positive impact and
providing opportunities, whilst having a multiplicative effect on
the wider community
To support key environmental initiatives where we can have
meaningful impact for Funding Circle and its customers, and
achieve a good standard of positive environmental impact and
progress towards net zero
To meet shareholder and investor expectations, and be viewed
positively in the market
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 23
ESG governance
Our ESG governance framework has been structured
to address relevant risks and opportunities, taking
into consideration strategic ambitions informed by our
engagement with our diverse stakeholders.
Audit and Risk Committee
(“ARC)
Responsible for oversight and management
of ESG risks, including climate-related risks
and corporate reporting
Environment, Social and Governance
Committee (“ESGC”)
Responsible for ESG strategy, voluntary
commitments, stakeholder engagement
and climate-related opportunities
FUNDING CIRCLE HOLDINGS PLC
Maintains overall responsibility and oversight for ESG matters,
including climate-related risks and opportunities
Board
Management Risk
Committee (“MRC”)
Responsible for
implementation and
management of risk
Group Chief Risk
Officer (“CRO”)
Executive owner
of ESG risk
management
Group CEO
Executive owner
of ESG strategy
Group General
Counsel/Chief
People Officer
(“GC/CPO”)
Executive sponsor
of ESG programme
implementation
Global Leadership Team (“GLT”)
Responsible for establishment, implementation
and management of ESG strategy
Management
Regulation,
Reputation and
Conduct Risk
Committee
(“RepCon”)
Management forum
for governance
of reputation and
conduct risks,
including those
related to ESG
Operational
Risk Committee
(“ORC”)
Management
forum for
governance of
operational risks,
including those
related to ESG
Credit Risk Management
Committee (“CRMC”)
Management forum for
governance of credit risks,
including those related to ESG
Business
unit
committees
Global Head of Legal leads delivery of ESG framework, working with local
teams to support various Board, management and local ESG initiatives
More detail on risk management on page 52
More detail on corporate governance on page 66
Environment, social and governance (“ESG”) continued
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202324
Our People – High
performing teams,
executing brilliantly
We believe that our employees are
our greatest asset, and our goal is
to create a company people want
to be part of – where they can be
themselves, learn and grow. Our
people policies are designed to
enable and support our mission
and culture, explain the values
and behaviours we hold ourselves
accountable to, and set the highest
standards. In a year of continued
economic challenge, the strength
and commitment of all Circlers has
shone through as we continue to
serve our customers. Moreover, our
teams remain dedicated to ensuring
Funding Circle is a place people
love to work – through initiatives
delivered by our Circler groups,
actively enhancing hybrid working,
representing us in the community,
and continuing to champion
our culture.
Our commitment to push for more
We know culture never rests, so we
continue to evolve. That is why our
people strategy, High Performing
Teams Executing Brilliantly, is a core
foundation of our 2024 business
strategy. Over the course of 2023
we continued to challenge ourselves
on how we do things. This included
increasing our focus on impact and
performance, pushing ourselves
to raise the bar in everything we
do. We also redefined how we
think about leadership, launching
a new set of commitments to help
drive the business forward that our
leaders are expected to meet. These
commitments will also form the basis
of our 2024 leadership development
programme. We also took time to
educate Circlers about the value
of goal setting, and adopted OKRs
as our organisational framework to
track progress.
Embedding our values
In 2023 we continued our series
of borrower visits with 38 Circlers
meeting ten businesses, ranging
from Joe & Seph’s Popcorn to
Constructive & Co furniture makers.
We share the stories of these
visits with the wider organisation
to help everyone gain a better
understanding of our customers.
We expanded our recognition
programme in 2023 to further
embed and celebrate our six values
by launching the Values Awards.
Together with our ‘Incredible Circlers
awards, these are opportunities to
spotlight Circlers who have lived our
values and share their experiences
with everyone at Funding Circle.
Diversity Equity and Inclusion (DEI)
DEI is at the heart of who we are at
Funding Circle. We continue to drive
progress and remain very proud
of our Circler-led strategy. Across
the business our six Circler groups
delivered more than 100 events and
initiatives in 2023.
Our employment policy and
philosophy is to provide equal
opportunities for all, including any
applications from disabled persons,
and to help individuals develop
skills and secure roles relevant for
them and their career ambitions.
This includes making reasonable
adjustments to the workplace to
support our Circlers, both new
and existing. Our recruitment
process is designed to ensure all
applications, including those from
disabled persons, are treated equally
and fairly.
Our DEI statement
We’re here to build the incredible
at Funding Circle and know we
can only achieve this through an
inclusive and diverse culture, where
everyone feels confident in bringing
their whole selves to work – where
they can contribute their ideas,
enjoy opportunities to be successful,
and have their talents nurtured. By
empowering our people we are not
only building something incredible
for our customers, but an incredible
place to work too.
We live by our company values and
cherish our diversity; be that culture,
gender, race or ethnicity, sexual
orientation, gender identity and
expression, disability, marital status,
age, nationality, religion, of thought,
belief, experience or expression.
We Stand Together, as one.
For more information on our People
policies and key metrics please see the
Company’s Sustainability webpage.
Our values
Our values represent how we
do things at Funding Circle.
They are the linchpin that
enables us to push for more.
They are how we challenge
ourselves, and how we hold
ourselves and each other to
account, as we achieve our
mission. They are firmly part
of our DNA.
Find out
more online
84%
of Circlers recommend
Funding Circle as a great
placeto work
79%
believe they can be their
authentic selves at work
83%
believe they have equal
opportunities to succeed
atFunding Circle
34%
women in leadership
42%
all Circler gender
diversity(female)
17.4%
mean gender pay gap
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 25
Environment, social and governance (“ESG”) continued
Our Circler Groups
Our employees drive positive social outcomes
through a wide variety of initiatives, groups and
events. We continue to offer Circlers two paid
volunteer “Impact Days” a year so that they
can positively contribute to causes they are
passionate about.
Women @ FC
Building a community where women
connect, thrive and win.
Parents @ FC
Providing a supportive space and a
network for working parents.
Neurodiversity @ FC
Spearheading the discussion about how
neuro differences add value, and building
the infrastructure for an equitable and
accessible workplace.
Let’s Talk About Heritage
Educating on the experiences of
minorities, celebrating racial diversity,
and creating a safe space to continue
engaging in dialogue.
Circle of Pride
Championing inclusion for all by building
an open community and celebrating
LGBTQIA+ contributions.
FC Impact
Coming together and giving back to
communities in need, raising awareness
for worthy causes, and making an impact
through charity and volunteering projects.
Social Impact
We aim to support impactful initiatives that deliver
positive social outcomes for SMEs and communities.
We value financial inclusion, the job-creating power of
SMEs, and potential multiplying effect that they can have
on wider society. Our borrowers sit at the heart of many
communities and are widely distributed across a broad
geographic and socio-economic range.
Funding Circle partners
with Thrive
We launched a partnership with the Thrive Mental
Wellbeing app, offering all UK SMEs with up to 250
employees free or discounted access to mental
health support. The app is trusted by the NHS and
provides help anytime, anywhere. In our recent
Resilience in SMEs report, we found that only
41% of SME leaders believed their staff’s mental
health had improved in the past 12 months, and
88% told us it was an area they wanted to focus
on. We are also giving access to Thrive Mental
Wellbeing with unlimited in-app therapy to our
most vulnerable borrowers.
Funding Circle partners
withWinetoWater
To bring our year to a close in the US, we partnered
with Wine to Water, a global non-profit preserving
life and dignity through the power of clean water.
135 Circlers helped build 180 filtration systems that
will help provide 2,160 people with clean water for
ten years. Founded in 2004, Wine to Water develops
sanitation and hygiene solutions in direct partnership
with local leaders. Its work creates impact beyond
water to improve environmental sustainability,
education, women’s empowerment, healthcare and
economic growth.
You can read more about these outcomes in our
annual Impact Report.
Find out
more online
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202326
Funding Circle partners with
HatchEnterprise
We renewed our collaboration with Hatch,
which provides tailored support, community
and partnerships to empower underrepresented
entrepreneurs – helping them imagine, launch and
grow sustainable and impactful businesses.
Volunteers from Funding Circle mentored start-ups
with skills to help them launch, develop or scale their
businesses. We provided over 74 hours of volunteer
time, supporting 140 founders. Of these, 78%
identified as female entrepreneurs, and 49% were
from Black, Asian or Minority ethnic backgrounds.
Hatch launched in Brixton, London, in 2014, to build
a fairer society and find solutions to the issues faced
by underrepresented businesses. To date, the charity
has supported over 7,800 UK entrepreneurs through
its flexible community-based support and tailored
programmes. Over 80% of Hatch graduates are
women or from another marginalised gender; during
2023, 64% of participants were black or from another
ethnic minority group, and 83% reported focusing
on at least one Sustainable Development Goal in
their business.
Funding Circle partners
withTinyForest
We partnered with Tiny Forest to co-sponsor a
micro-forest project in Peckham, South London.
Through its programme of planting small forests in
ecologically deprived areas nationwide, Tiny Forest
reconnects people with nature, enhances wellbeing,
helps mitigate the impacts of climate change and
provides nature-rich habitat to support urban wildlife.
We are excited to expand our partnership with five
new Tiny Forest sites across the UK planned for
2024, as part of the Local Authority Treescapes Fund.
Environment and Climate
This section includes our mandatory reporting of
greenhouse gas emissions (“GHG”) in line with The
Companies Act 2006 (Strategic Report and Directors
Report) Regulations 2013, and the Streamlined Energy
and Carbon Reporting (“SECR”) under the Companies
(Directors’ Report) and Limited Liability Partnerships
(Energy and Carbon Report) Regulations 2018. Our GHG
emissions reporting period is 1 January to 31 December
and is aligned with our financial reporting year. We did not
undertake any specific measures to reduce our emissions
during 2023. Our 2021 emissions footprint is used as the
baseline year for our carbon neutrality commitment.
Net zero
We are committed to reducing our impact on the natural
environment. Our ambition is to reach net zero by 2050
in line with the UK government’s commitment, while
setting a stretch target to reach net zero by 2030 for
our operational emissions (which we define as Scopes
1, 2, and Scope 3 excluding financed emissions). As an
interim step, we have a commitment to carbon neutrality
(in accordance with PAS 2060:2014) for our operational
carbon emissions, which we successfully achieved for
the 2022 application period, through the purchase and
retirement of quality carbon offset projects. The offset
projects are verified in accordance with the Voluntary
Carbon Standard and the Gold Standard. They are a
mix of carbon avoidance and removals that include a
carbon utilisation technology for the concrete industry,
an indigenous-led forest conservation project, and a bio-
ethanol fuel cookstove project.
We have not yet developed a transition plan or set
science-based targets to map our journey to net zero
by 2050. However we continue to progress our climate
strategy with a goal to begin the process of setting
science-based targets in 2024 (one year later than our
original plan). As described more below, we are at an
early stage of understanding our largest sources of
Scope 3 emissions – those arising from our financed
emissions (GHG Protocol Category 15), which we are
reporting here for the first time. As described more
below, there are a number of challenges to measuring
and meaningfully addressing reductions in financed
emissions for SME lending. However, we believe it is
important to start that journey and we are eager to be a
positive contributor to the discussion on finding solutions
for the industry.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 27
Environment, social and governance (“ESG”) continued
Total emissions 2023 (market-based)
by Scope 1,2 and 3 (excl. 3.15)
Total emissions 2023 (market-based)
by Scope 1,2 and 3 (3.1-3.15)
Total emissions (market based)
by emissions source by year, excl. 3.15 (tCO2e)
12,000
10,000
8,000
6,000
4,000
2,000
0
2020
611
656
885
10,994
2021 2022 2023
Scope 1
Scope 3
Scope 2
Scope 1
l 1. direct emissions 1.0%
Scope 2
l 2 . purchased electricity, steam,
heat, and cooling 1.7%
Scope 3
l 3.1. purchased goods and services 83.8%
l 3.3. fuel and energy related activities 1.0%
l 3.5. waste generated in operations 0.1%
l 3.6. business travel 6.7%
l 3.7. employee commuting 5.6%
Category 3.8. (leased assets) represents 0.1% and is not shown here.
l Scope 1 0.05%
l Scope 2 0.08%
l Scope 3 -
Categories 1-14 4.62%
l Scope 3 -
Category 15 95.25%
2023 includes newly reported Categories 3.1, 3.3 and 3.7
Environment and Climate continued
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202328
Funding Circle Holdings plc Global GHG Emissions¹
Global GHG emissions data for period
1 January to 31 December
2023
tCO
2
e
2022
tCO
2
e
2021
8
tCO
2
e
2020
tCO2e
5
Scope 1
2
108 77 129 132
Scope 2
3
– location based 265 313 340 378
Scope 2
3
– market based 190 239 411 437
Total gross emissions (Scope 1 and 2) – location based 373 390 469 510
– market based 298 316 540 569
Scope 3 – Category 1 purchased goods and services 9,217 n.a. n.a. n.a.
Scope 3 – Category 3 fuel and energy activity (market-based) 104 n.a. n.a. n.a.
Scope 3 – Category 5 waste generated in operations
5
15 6 3 27
Scope 3 – Category 6 business travel 740 563 113 15
Scope 3 – Category 7 employee commuting (market-based) 612 n.a. n.a. n.a.
Scope 3 – Category 8 upstream leased assets (market-based) 8 n.a. n.a. n.a.
Total Scope 3 supply chain gross emissions
4, 5
location based 10,651 569 116 42
– market based 10,696 569 116 42
Total gross emissions (Scope 1, 2 and 3 excl. 3.15) – location based 11,024 959 585 552
– market based 10,994 885 656 611
Scope 3 – Category 15 investments: financed emissions
– all loans under management
2,886,452
n.a. n.a. n.a.
Scope 3 – Category 15 investments: financed emissions
– loans on balance sheet
220,357 n.a. n.a. n.a.
– 3.15 – loans on balance sheet: Scope 1 and 2 (tCO2e)
6
71,143 n.a. n.a. n.a.
– 3.15 – loans on balance sheet: Scope 3 (tCO2e)
6
149,214 n.a. n.a. n.a.
Total gross Scope 3 emissions (incl. 3.15)– (market-based) 231,053 n.a. n.a. n.a.
Total gross emissions (Scope 1, 2 and 3 incl. 3.15) – location based 231,381 n.a. n.a. n.a.
– market based 231,351 n.a. n.a. n.a.
Full-time employee (“FTE”) (average over the applicable reporting period) 1,074 1,035 929 1,002
Total income (£m)
9
162.2 151.0 206.9 222
Intensity ratio (Scope 1 and 2): tCO2e/FTE – location based 0.35 0.38 0.50 0.51
– market based 0.28 0.31 0.58 0.57
Intensity ratio (Scope 1 and 2): tCO
2
e/£m – location based 2.30 2.58 2.27 2.30
– market based 1.84 2.09 2.61 2.56
Intensity ratio (Scope 1, 2 and 3 excl. 3.15 ): tCO2e/FTE – location based 10.26 0.93 0.63 0.55
– market based 10.24 0.86 0.71 0.61
Intensity ratio (Scope 1, 2 and 3 excl. 3.15): tCO2e/£m – location based 67.97 6.35 2.83 2.49
– market based 67.78 5.86 3.17 2.75
1. All figures presented for 2023 have not been subject to external assurance or verification.
2. Scope 1 includes combustion of fuels and operation of facilities, principally natural gas related to our leased office space.
3. Scope 2 includes electricity and steam purchased for use in connection with our leased office space. Steam data is not available for 2020.
4. Scope 3 categories other than 3.5 and 3.6 are newly included as of 2023.
5. Category 3.5 waste data for 2020 was previously incorrectly reported due to a data processing error and has been restated here.
6. For category 3.15 Investments, to ensure transparency in connection with the occurrence of double counting of financed emissions of one or more financial
institutions, PCAF recommends reporting scope 1 and 2 emissions of loans separately from their scope 3 emissions.
7. We completed a third-party verification of the emissions for 2022 after publication of our 2022 annual report, and the verified 2022 emission figures are restated
here. The restated total emissions (885 tCO
2
e market-based) are 59% higher than previously reported, mainly due to a manual error in data processing for
business travel. This was corrected during the verification process following publication of last year’s report.
8. During 2021 we moved to much smaller office premises in San Francisco, which do not have any Scope 1 gas usage, hence the reduced scope 1 total in 2022.
9. Total income for 2022 has been restated; please refer to note 1 of the financial statements.
Regional breakdown of energy consumption data for period 1 January to 31 December
(Kilowatt-hour equivalent – kWhe) Scope 1 Scope 2
2023 2022 2021 2020 2023 2022 2021 2020
Region
1
UK 593,164 457,208
2
554,366 349,552 359,778 402,758 359,638 326,315
US 79,469 295,981 385,700 545,219 643,284 686,193
CE (Germany and Netherlands) n.a. 72,132
Total 593,164 457,208 633,835 645,533
745,478 947,977 1,002,922 1,084,640
1. In prior years we disclosed emissions from our legacy European operations in Germany and The Netherlands. We ceased to hold office space in Germany from the end
of 2020 and in the Netherlands during 2021 (although the office was unoccupied for all of 2021) and will cease reporting this information as of next reporting period.
2. Gas consumption for 2022 as previously reported included estimates and is actualised here.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 29
Environment, social and governance (“ESG”) continued
In 2023, we continued to engage with industry experts
to accurately measure our emissions and to develop
strategies to reduce or offset them. We are working with
leading climate change advisory firms to measure and
verify our 2023 Scope 1, 2 and 3 emissions in accordance
with the GHG Protocol and ISO 14064. We achieved
carbon neutrality recertification (PAS 2060:2014) for
our 2022 application period through the purchase and
retirement of quality carbon offsets. We acknowledge
that there is ongoing debate regarding the use and
efficacy of carbon offsets and we will continue to explore
routes to emission reductions.
GHG methodology
Our global GHG emissions accounting, shown in the
tables above, follows the methodology set out by the
WRI/WBCSD Greenhouse Gas Protocol (Corporate
Standard). Emissions were calculated using the
Watershed platform. Our emissions disclosure
methodology remains largely consistent with 2022. In
accordance with the SECR, we report our emissions
data using an operational control approach to define our
organisational boundary. In line with our environmental
reporting criteria, we report on all material sources
of GHG emissions from our business. Energy usage
data was collected, or estimated based on building
square-footage, for all facilities, and was combined with
emissions factors from the US EPA, Ecoinvent, TCR, UK
DEFRA/BEIS, and other data sources to calculate GHG
emissions. Electricity emissions factors are chosen based
on geography to reflect the emissions intensities of the
facilities’ local grid. To satisfy the requirement to show
an intensity ratio, we have determined that the most
appropriate for our business is tonnes of CO
2
equivalent
(“tCO
2
e”) per full time equivalent (FTE) employee, and
also provide a revenue intensity ratio (tCO
2
e per £m of
total income).
Scope 3 –Financed Emissions (GHG Category 15)
This is the first year we are publishing our full Scope 3
emissions, including our Scope 3 – GHG Category 15
financed emissions associated with our lending activity.
Financed emissions are the greenhouse gas emissions
linked to the investment and lending activities of financial
institutions. They are often the most significant part of
a financial institution’s climate impact. They inform the
starting point for portfolio target setting and steering
towards an organisation’s Net Zero goals. As an online
lending platform rather than a more traditional financial
institution, a relatively small portion of the financed
emissions arising from our loan products form part of
our carbon footprint, as it is generally being limited to
loans that are owned or consolidated on our balance
sheet. The majority of financed emissions related to
our loan products form part of the carbon footprint of
the respective investors who own those loans that we
have originated through our loan platform. Nevertheless,
for transparency, we have provided Scope 3 financed
emissions data in respect of our entire portfolio of loans
under management, rather than simply those loans that
form part of our own on-balance-sheet financed emissions.
The financed emissions calculation was carried out in
accordance with the Partnership for Carbon Accounting
Financials (PCAF) Global GHG Accounting and Reporting
Standard (PCAF Standard) methodology for business
loans. We used the PCAF Database version based on
Exiobase v3.9, base year 2019’ to source emission
factors. It should be noted that this calculation is derived
from data that is generally of low quality and accuracy,
and the calculation includes a number of assumptions
which can materially affect the final calculated emissions.
This means we can provide no assurance as to the
accuracy of the final calculated emissions.
PCAF offers a methodology to attribute GHG emissions
of borrowers to financial institutions with three options to
calculate emissions depending on the source and quality
of data available. The Company has used the “economic
activity-based emissions” option based on data
availability. Under this method, the borrower’s annual
emissions are estimated based on economic emission
factors that indicate the volume of CO
2
emissions per £
or $ of revenue. The financial institution accounts for a
portion of the borrower’s annual emissions, as determined
by applying the ratio between the outstanding amount
and the value of the financed company (referred to as
the attribution factor) to the borrower’s annual emissions.
Lastly, in the case of Funding Circle, a percentage
allocation is applied to isolate the emissions for the loans
held on the Company’s balance sheet, where applicable,
with the remainder relating to loans held by third party
loan investors.
The PCAF Standard provides for data quality scoring
from one to five. This is to enable financial institutions to
develop a strategy to improve data over time, with one
representing the highest quality data, and five the lowest
quality. The exposure weighted data quality scores for the
Company’s total portfolio of loans was 4.01 and 4.18 for
the UK and US, respectively. We have identified a number
of areas that may allow us to improve that data quality
score, but we are not actively planning to take specific
actions to improve it as part of our current 2024 plans.
For more information on the PCAF methodology
please see PCAF (2022), the Global GHG Accounting
and Reporting Standard Part A: Financed Emissions,
Second Edition.
Environment and Climate continued
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202330
Task Force on Climate-related Financial Disclosures (“TCFD”)
Year-on-year progress
5 Completed roadmap to full consistency with TCFD
recommendations, with two-year implementation
period (beginning in 2024).
5 First reporting of full Scope 3 emissions in this report.
5 Developed physical and transition risks heat map of
loan book financed emissions.
5 No material progress to set metrics, targets, or
conduct quantitative scenario analysis, but plan to
progress these areas in 2024.
5 Undertook commercial review exploring loan product
opportunities related to financing for sustainability
uses, which showed muted customer demand as
well as significant gaps in loan pricing and return
expectations.
Materiality Assessment
This statement of compliance and the information
provided below have been prepared on the basis of
our materiality assessment of climate-related risks and
opportunities to the business over the short (less than
one year), medium (one to five years) and long term (more
than five years). It has generally assessed these risks and
opportunities as not being material to the business over
the short to medium term. Further details are provided
in the following table. This assessment will remain
subject to annual review, given the complexity of the
issues, the availability and quality of data, the evolving
practices in this area, the longer-term implications of
climate change on our customers and business, and
our strategic approach to climate-related risks and
opportunities. The conclusions based on this assessment
are subject to change as more and better information and
understanding become available. See “Risk & Control Self
Assessment” on page 40 for more information on how
our assessment of climate risk informed our materiality
assessment. In terms of climate-related opportunities, our
methodology for determining materiality has largely been
driven by our commercial strategy and product teams
assessing product and service opportunities related
to green finance, customer demand analysis and the
competitive landscape in the short to medium term.
Compliance statement
The Company has made climate-related financial
disclosures consistent with the TCFD recommendations
for the current reporting year, or as explained otherwise,
in the following areas:
5 Governance: all recommended disclosures;
5 Strategy: (a) all recommended disclosures;
5 Risk Management: all recommended disclosures; and
5 Metrics and Targets: (b) all recommended disclosures.
The Company has made disclosures that are partially
consistent with the TCFD recommendations, in the
following areas:
5 Strategy: (b) limited disclosures are currently provided
based upon our materiality assessment and strategic
objectives, as set forth in more detail in the following
table; and (c) certain limited qualitative assessments
in respect of this item are disclosed, but based
on our materiality assessment and current data
availability, we have not fully implemented the TCFD
recommendations regarding scenario analysis at
this time; and
5 Metrics and Targets: (a) and (c) disclosures are
partially consistent with the TCFD recommendations.
Additional work is necessary to improve data
availability and accuracy to measure these risks, and
more understanding is required regarding methods
and approaches to manage these risks in the medium
to longer term. In the short term, we do not believe
these risks and opportunities are material and no
metrics or targets have been established in this regard.
Please see the following table for more information on
our plan and expected timings to address items where
only partial disclosures have been provided. Also see
Risk management – Principal risks and uncertainties” on
page 56 for a description of those risks which we believe
are material.
The Company has considered the TCFD’s Implementing
the Recommendations of the Task Force on Climate-
related Financial Disclosures (2021 update), Guidance for
All Sectors and Supplemental Guidance for the Financial
Sector (in this regard we considered the Supplemental
Guidance for Banks relating to lending activity, noting,
however, that Funding Circle is not a bank and does not
share many of the risks that may arise in larger banking
institutions). The Company has also considered the
Financial Conduct Authority’s Review of TCFD-aligned
Disclosures by Premium Listed Commercial Companies
(July 2022) and the Financial Reporting Council’s CRR
Thematic Review of TCFD Disclosures and Climate in the
Financial Statements (July 2022).
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 31
Governance Disclosure Cross reference Disclosure
level
(a) Describe the
Board’s oversight of
climate-related risks
and opportunities
The Board retains ultimate responsibility for providing the strategic focus,
support and oversight for the implementation of the Group’s ESG strategy,
including climate-related risks and opportunities. The Board delegates
certain matters related to climate-related risks and opportunities to two
Committees:
5 the ESG Committee (“ESGC”) is responsible for oversight of the Group’s
overall ESG strategy, including climate-related opportunities and
voluntary commitments; and
5 the Audit and Risk Committee (“ARC”) is responsible for oversight of risk
management related to ESG risks, including climate-related risks.
To date, climate-related risks have been deemed as not material in the short
term. Generally, climate-related matters do not form a significant area of
consideration for the Company at this time and have not been a regular
item of consideration for the Board. Nonetheless, given the complexity,
stakeholder interest, regulatory focus and longer-term implications of
the TCFD recommendations and climate change more broadly, the Board
has nominated Matthew King for climate-related initiatives to work with
the Global Leadership Team and other senior leaders to progress the
Group’s efforts on climate-related activities. Matthew brings experience
as a Non-Executive Director of other more resource-intensive industries
where climate change is of critical focus. His role as Board champion is to
provide additional Board level access, support and independent challenge
directly to the ESG team as we develop our approach to climate change.
More generally, the Board and the ESG Committee have substantial and
varied experience with ESG-related issues, and climate change in particular.
Within the wider Board, Eric Daniels has been on the Advisory Board of
the Smithsonian Tropical Research Institute (“STRI) for the past ten years.
STRI is recognised as one of the premier scientific institutions in the fields
of tropical life sciences and sustainability. He has also been an active
supporter of the Atkinson Center for Sustainability at Cornell University. In
addition Geeta Gopalan currently serves as Non-Executive Director and
Chair of the risk committee for Virgin Money plc where she has gained
substantial experience in respect of ESG-related risk management, including
climate-related risk in the banking sector.
To further support the Board, we have sought expert advice on our
environment and climate change strategy, and provided internal and external
presentations to the ESG Committee and GLT to increase their awareness
and understanding of our carbon strategy. In 2023 we also provided training
for the Board and GLT specifically focused on climate risks and TCFD. The
Board has reviewed and approved our ESG framework and our approach to
climate change and the environment.
Please also see the
Report of the ESG
Committee” on page 92
and the “Report of the
Risk and Compliance
Committee” on page
90 for more information
on oversight of
climate-related risks
and opportunities
Full
disclosure
(b) Describe
management’s
role in assessing
and managing
climate-related risks
and opportunities
Overall executive responsibility for ESG-related matters, including climate-
related risks and opportunities, is held by the CEO. The GLT is responsible
for implementing our ESG framework’s climate-related actions, including
strategy related to opportunities and climate-risk management in line
with our Enterprise Risk Management Framework (ERMF”). Responsibility
for strategy sits with the CEO and risk management with the Chief Risk
Officer. Day-to-day management responsibility for execution and delivery
of business activity related to climate risks and opportunities sits with the
Global Head of Legal and Regulatory. Any material climate-related risk
issues can be escalated to the Chief Risk Officer, the Management Risk
Committee and the ARC, as applicable. For most related projects, reporting
and implementation are handled by subject matter experts and function
managers. See the table titled “ESG governance” for more information.
Given our materiality assessment in the short term, and also the limited
size and complexity of the business, there is currently limited formalised
reporting to the GLT or the Board specifically in respect of climate-related
risks and opportunities. Climate-related risks are assessed in line with our
ERMF, and reviewed and approved by the ARC on an annual basis.
As described in more detail throughout this table, climate-related risks and
opportunities are currently not considered material in the short term. In light
of this, there has been limited subject matter for consideration by the MRC,
the ARC or other entity risk committees; however, we expect this to evolve
over time. Climate-related opportunities have been considered through a
strategic review carried out in 2022 and 2023 to establish areas of focus,
level of commitment and priorities. The outcome of this review was subject
to approval of the GLT and ESGC.
Please see also
“Risk management —
Environmental, social
and governance risk
on page 57
Full
disclosure
Task Force on Climate-related Financial Disclosures (“TCFD”) continued
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202332
Governance Disclosure Cross reference Disclosure
level
(b) Describe
management’s
role in assessing
and managing
climate-related risks
and opportunities
continued
Generally, in respect of day-to-day management of climate-related risks
and opportunities, senior managers leading various projects report to the
GLT periodically and on an ad hoc basis to set strategy, maintain alignment
on goals, report on progress and identify areas of importance. GLT
members and senior managers also periodically report progress and provide
updates to the ESG Committee, local leadership teams and the wider
business. To date, climate-related matters have not formed a significant
part of financial management, and have largely been limited to costs
related to risk management consultancy, reporting, carbon accounting and
carbon offsetting.
Strategy Disclosure Cross reference Disclosure
level
(a) Describe the
climate-related risks
and opportunities
the organisation
has identified over
the short, medium,
and long term
The Company does not consider climate-related risks and opportunities to
be material to the business, strategy and financial planning over the short to
medium term as set forth in more detail in (c) below. We have nonetheless
identified relevant climate-related risks and opportunities over the short
(one year or less), medium (one to five years) and long (more than five years)
terms. This is with a view to transparency and establishing a practice for
such disclosure as these issues evolve and mature. These time periods
are consistent with those used in respect of other risks identified pursuant
to our ERMF and our approach to strategic planning. Our materiality
assessment has been largely qualitative, and has been informed by a variety
of information sources in consideration of both risks and opportunities.
These include stakeholder (including borrower, loan investor and
shareholder) feedback, competitive landscape assessment, feedback from
internal product teams, and risk assessments in line with our ERMF.
The potential climate-related risks and opportunities faced by Funding
Circle include the following:
Transition risks
5 Reputation: short to medium-term failure to comply with climate
change-related regulations or to achieve goals may negatively impact
our public perception, increase stakeholder concern or negative
stakeholder feedback.
5 Strategic: short to medium-term lack of SME climate-related data or
changes in customer demand for green finance products, or increases in
carbon offset costs, climate reporting and regulatory compliance costs
or transition costs may adversely impact the business.
5 Funding: medium to long-term changes in investor demand or
available capital as a result of climate-related policies may impact
platform liquidity.
5 Credit: medium to long-term impact on higher carbon-emitting
industries due to climate-related regulations, carbon taxes, carbon
pricing or transition costs, or inadequate climate-related stress testing.
5 Policy and legal: medium to long-term imposition of new climate-related
regulations or more onerous reporting obligations on our business, our
customers, or our products.
Potential financial impacts
5 Reduced revenue due to lower demand for products and services.
5 Write-offs, asset impairment, and early retirement of existing assets due
to policy changes or repricing of assets (e.g. loan valuations).
5 Increased operating costs (e.g. higher regulatory compliance costs).
Physical risks
5 Credit: short to medium-term, the risk of acute physical impacts from
climate-related weather events, and long-term climate change-related
environmental damage, may impact SME borrowers’ operational and
credit performance, or availability of financing to SMEs more generally.
5 Funding: long-term investor demand may be impacted acutely or
more generally in respect of risk appetite regarding borrowers being
potentially significantly affected by physical effects of climate change.
Overall investor liquidity may also be impacted by acute or chronic
adverse environmental events.
Full
disclosure
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 33
Strategy Disclosure Cross reference Disclosure
level
(a) Describe the
climate-related risks
and opportunities
the organisation has
identified over the
short, medium, and
long term continued
Potential financial impact
5 Reduced revenue from deteriorating borrower credit quality.
5 Reduced revenue due to lower demand for products and services,
write-offs and early retirement of existing assets (for example, impacted
borrowers and loan assets in “high-risk” locations).
Opportunities (short to medium term)
5 Strategic: green finance products to help finance SME transition.
5 Funding: institutional investor demand for green or sustainable
loan portfolios.
Potential financial impacts
5 Increased revenue through access to new and emerging markets.
5 Increased access to capital and liquidity, and increased revenue through
new products and services related to ensuring resilience or adaptation.
In 2023 we began an exercise to test our understanding of climate risks in
respect of our loan products and borrower customers by conducting a risk
mapping exercise on our loan portfolio related to transition and physical
risks of climate change. This exercise looked at borrowers across our full
loan book to assess the likelihood and severity of climate risks and impacts,
with a view to mapping those borrowers by industry sector and geography
to identify areas of relative higher or lower risk. This exercise did not
explore a time horizon in respect of risks; however, generally, we believe
that transition risks related to the transition to a low-carbon economy likely
present more significant risks for us and our customers than the physical
risks of climate change over the short to medium term.
The mapping exercise looked at transition risks such as regulation, cost
of materials, technology, market demand changes and reputational risks;
and physical risks such as wildfire, storm events, draught, coastal flooding,
surface water flooding, fluvial flooding, and temperature events (high and
low). It is too early to draw many conclusions from the exercise but we do
believe it will help us to identify risk concentrations, define risk reduction
strategies, consider exclusion or concentration criteria, and define
opportunity areas.
We are yet to engage meaningfully with the longer-term implications of
climate change, in particular in light of the short maturity and shorter
weighted average life of our loan book. Nonetheless, the risk mapping
exercise does help us start to consider areas of risk that may in future
become more material so that we can begin to consider those at the
appropriate time.
We have continued to deepen our understanding of the risks and
opportunities of climate change in respect of our SME customers, loan
investors and shareholders. In respect of SME customers, currently there is
very limited data and significant issues with data quality related to climate-
related impacts on SMEs to support more detailed quantitative analysis. To
date we have seen limited appetite for green finance-related products and
modest engagement on climate-related topics through our engagement
with SME customers. Similarly, we have seen limited loan investor appetite
in respect of green finance-related products, as well as climate change
more generally, and no material willingness among loan investors to
accept a lower yield for such products as compared to other comparable
risk products. Lastly, while there is from time to time some interest from
various other stakeholders such as shareholders, employees or other
counterparties, none of these stakeholders have expressed material interest
in our approach to climate change risks and opportunities. Over the coming
two to three years, we will continue to explore ways to improve data quality
and availability, and also continue to work with experts and policymakers to
consider good practices in this area. We will also continue to engage with
stakeholders as the market and our approach matures.
Task Force on Climate-related Financial Disclosures (“TCFD”) continued
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202334
Strategy Disclosure Cross reference Disclosure
level
(b) Describe the
impact of climate-
related risks and
opportunities on
the organisation’s
businesses, strategy,
and financial planning
To date, the impact of climate-related risks and opportunities on our
business and strategy has been limited, and our efforts in this regard are
at an early stage and limited in scope. In the short to medium-term, the
Company does not consider climate-related risks and opportunities to be
material to the business, strategy or financial planning. To date we have
not quantified the potential short, medium or long-term financial impacts
in respect of transition or physical risks associated with climate change,
and we currently do not have any material strategic opportunities related to
climate change that are part of our strategic or financial plan.
The current financial impact on our business from climate-related risks
and opportunities has been primarily limited to fees and costs linked to
compliance with reporting obligations and delivery of our longer term net
zero ambition. These include climate risk consultancy, carbon accounting
and verification, neutrality certification, the purchase of carbon offsets
and reporting. These costs are likely to increase in future; however, we do
not believe they will be material in the short to medium term and we have
yet to carry out a detailed forecasting of these costs beyond an annual
budget process.
In 2023 we have continued to explore commercial opportunities in respect
of ESG-related product strategies including climate-related opportunities.
However, these are not considered to be material or a priority in respect of
business strategy or financial planning. We do not expect such opportunities
to form a material component of the business strategy in the short to
medium term but we will continue to explore opportunities to progress
customer focused efforts as part our ESG framework.
During 2023 we also performed a gap analysis in respect of our TCFD
reporting consistency and developed a climate risk roadmap that sets out
a plan to move towards full consistency with the TCFD recommendations
over the coming two years, as well as considering the application of IFRS S2
reporting standards.
In respect of our general business operations, our priorities for 2024 are
progressing our climate risk roadmap to deliver full alignment with TCFD
reporting requirements, developing a transition plan (including metrics and
targets) in respect of emissions from our own operations, and progressing
our understanding of science-based targets. It is likely to take significantly
longer to understand strategies aimed at reductions in financed emissions
related to our lending products, but we have continued to explore this, as
part of industry group initiatives and with advisers.
See also “Viability
statement” on pages
64 and 65 regarding
our assessment
of the impact of
environmental
stress, relative to
other stresses and
their impact on the
Group in the near to
medium term
Partial (1/2)
(c) Describe the
resilience of the
organisation’s
strategy, taking
into consideration
different climate-
related scenarios,
including a 2°C or
lower scenario
We have not yet carried out a detailed quantitative climate-related scenario
analysis. In the short to medium term, the Company does not consider
climate-related risks and opportunities to be material to the business,
strategy or financial planning, in particular relative to other risks applied
under existing stressed assumptions and strategic objectives over these
time periods.
Qualitatively, we believe our business and strategy should be resilient
under different climate-related scenarios over the short to medium term,
including a 2°C or lower scenario. Given the nature of our business, we
believe that the longer-term risks identified in connection with more severe
climate-related risk scenarios are not currently material considerations for
the business, given our relatively short to medium-term time horizons for
strategic planning. This conclusion will of course be subject to change as
the transition and physical risks of climate change become more immediate.
These include any government responses to climate change, and as
customer and stakeholder attitudes change; however, as of the time of this
Annual Report, we believe our current strategic approach is sufficient. As
an online platform business, we have a limited physical presence and very
limited capital goods exposed to climate-related risks. In respect of our
loan products, our relatively short-term and data-driven products allow
us to implement changes to our products, credit strategy, marketing and
contractual terms relatively quickly.
This means we can adapt to changes resulting from climate change and
rapidly shift out of, or assist in the transition of, impacted industries.
Our loan products are relatively short in duration (with a maximum term of up
to six years and, given the effects of portfolio composition by term, loan size,
defaults and prepayments, our loans under management have a weighted
average life of approximately 10 to 24 months, varying by product type and
vintage year of origination). In addition, our loan products are unsecured;
therefore, we do not currently focus on certain longer-term climate-related
risks, including physical risks that could adversely affect various forms of
security, such as real estate, or which are currently beyond our strategic or
risk planning time horizon.
Partial (1/4)
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 35
Task Force on Climate-related Financial Disclosures (“TCFD”) continued
Strategy Disclosure Cross reference Disclosure
level
(c) Describe the
resilience of the
organisation’s
strategy, taking
into consideration
different climate-
related scenarios,
including a
C or lower
scenario continued
Our SME customer base comprises of a large number of small business
borrowers, broadly distributed by industry sector and geography across
the US and UK, and with loans of relatively small size (i.e. is highly granular
and heterogeneous). Given this lack of concentration risk, except in
extreme scenarios, our overall borrower portfolio should be resilient to
transition risks, such as increased costs or regulation, or the localised or
regional impacts of physical risks. Nonetheless, as noted in this report,
we have started the process of understanding our loan book emissions
data and related climate risks. We have much more learning to do related
to this exercise and the data quality and data availability are quite low;
therefore, it is too early to draw any meaningful conclusions from this data.
For example, we can identify, segment and quantify borrowers by industry
sector using assumptions to categorise borrowers, in principle, into higher
or lower emitting industries. However we cannot identify if an individual
business is in fact higher or lower emitting, as we do not currently collect
direct primary emissions data from borrowers (and there is currently no
industry standard or requirement for these businesses to measure, calculate
or report this information). Lastly, in respect of loan funding and platform
liquidity, we draw on a diverse pool of institutional investors to fund our loan
products and we are able to adapt quickly to changing investor needs, which
improves our funding resilience. To date, generally loan investors have not
required any eligibility criteria or reporting related to emissions arising from
lending activities, nor has this been an active area of discussion among our
investors more generally. We expect this area to evolve over time as banks,
asset managers and other asset owners become subject to more reporting
and regulatory requirements related to their investment practices.
As part of our wider ESG strategy we have voluntarily set a number of
strategic ambitions in connection with our environmental impact, including
in connection with net zero, which are largely aimed at satisfying what
we believe are evolving stakeholder expectations on these matters and
potential reputational risks associated with not taking a proactive approach.
Given the complexity and long-term nature of these issues, we also believe
it is prudent to start our journey to better understand our impacts and our
place within the climate crisis, even though we view climate-related risks as
being not material in terms of risks and opportunities to the business in the
short to medium term.
As part of our ESG framework goals, we intend to continue to explore
ESG and climate-related related product opportunities. In the longer term
these may support business resilience as we develop internal capacity
to understand and deliver these products should customer demand shift
towards them. In addition, we are continuing to deepen our understanding of
climate-related risks in respect of our financed emissions with an initial goal
to understand climate-related risks on credit risk.
Risk management Disclosure Cross reference Disclosure
level
(a) Describe the
organisation’s
processes for
identifying
and assessing
climate-related risks
Our ERMF describes our risk management approach and supports
clear accountability for managing risk across the Company. To date,
climate-related risks are not considered as standalone principal risks.
Climate-related risk is included as a strategic risk, with responsibility and
accountability for its management held by the CEO. We have identified
certain limited climate-related risks as lower priority risks within other
principal risk areas, primarily related to funding, strategy, reputation, and
credit risk. We review our climate-related risks on an annual basis as part of
the ERMF Risks and Controls Self Assessment.
We assess the materiality of climate-related impacts to Funding Circle
using a risk classification matrix to prioritise, classify and escalate risks
and issues. This risk and control self-assessment process assesses and
rates the inherent likelihood of a given risk occurring, ranging from unlikely
(meaning an occurrence of once every two to five years) to frequent
(meaning an occurrence of daily to weekly). It also assesses and rates the
impact of a given risk on the business, based upon both financial impacts
(ranging from “critical”, defined as a financial impact of equal to or greater
than £5,000,000, to “minor” impacts defined as financial impacts of less
than or equal to £250,000), and non-financial factors such as scope of
impacts on quantity and type of customer or product; reputation impacts
such as media coverage; regulatory impacts ranging from increased
engagement to enforcement actions; legal impacts such as increased
litigation; and operational impacts such as technology or business continuity
impacts causing business stoppages across varying time horizons.
See “Risk
Management” on
page 52 for more
information on our risk
management practices,
and “Principal risks and
uncertainties” on page
56 for more information
about those risks we
deem more material
Full
disclosure
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202336
Risk management Disclosure Cross reference Disclosure
level
(a) Describe the
organisation’s
processes for
identifying
and assessing
climate-related
risks continued
Controls are assessed by evaluating design and effectiveness. Ultimately,
risk exposure is sufficiently reduced by the control such that residual
risk is considered to be within risk appetite. This methodology ensures a
consistent approach to rating and prioritising key risk exposures across the
Company. We applied a rating of low, medium or high in regard to materiality,
impact and likelihood to cause an actual or potential negative impact on
Funding Circle’s financial performance or reputation. To date, our materiality
assessment of climate-related risks and opportunities has been a qualitative
assessment based on anecdotal observation rather than a quantitative
assessment based on data metrics. We have also considered the nature
of the business and the factors noted in our qualitative analysis above to
help inform our assessments. We currently review climate-related risks on
an annual basis, which we believe is in line with our materiality assessment
of these risks and also reflects the limited availability of data. The primary
areas of uncertainty for the business associated with climate-related
matters are the imposition of regulations and reporting obligations, including
with respect to our SME customers and institutional investors, and customer
preferences regarding our products and services.
During 2023 we carried out a review of our climate-related risk management
integration and TCFD disclosure to develop a short to medium-term
roadmap to align more closely to the TCFD recommendations. In addition,
we carried out an exercise to map transition and physical risks across our
loan book. Finally, we explored opportunities in respect of green finance,
and are currently testing customer appetite for green finance products
through our loan marketplace in the UK.
Please see the following table for a summary diagram of the risk and control
self-assessment matrix related to ESG risk, including climate-related risks.
(b) Describe the
organisation’s
processes
for managing
climate-related risks
We are at a relatively early stage in our management of climate-related risks,
and as described throughout this table, these risks have been determined to
be not material in the short to medium term, and largely are not a significant
current priority for the business. We have formalised Board ownership of
the overall ESG risk agenda, including climate-related risks, and clarified
ownership of climate-related risk management through our ERMF,
ARC and MRC.
We identified a number of areas for further development, which we intend to
progress from 2024 including:
5 implement year one of TCFD/ ISSB IFRS S2 risk roadmap (2024-2025)
with a focus on climate risk management metrics and targets;
5 begin process to set science-based emissions reduction targets, aligning
with the Science Based Targets initiative (“SBTi”) guidance;
5 prepare for UK introduction of ISSB/ IFRS S1, S2, and Transition Plan; and
5 progress climate-risk scenario analysis as part of TCFD/ISSB compliance.
We review climate-related risks and opportunities annually as part of the
ERMF Risks and Controls Self Assessment. The conclusions based on this
assessment are subject to change as more and better information and
understanding become available.
Full
disclosure
(c) Describe
how processes
for identifying,
assessing,
and managing
climate-related risks
are integrated into the
organisation’s overall
risk management
We incorporate a limited number of climate-related risks into our ERMF,
with a view to identifying, measuring and monitoring these risks within
our business. The Enterprise Risk Management team reports to the Board
and GLT on this subject, in line with the process identified in our ERMF.
Additional work is needed to integrate climate-related risk management
into our first and second-line teams; for example by embedding climate-
related risks into our product development, strategy and training, as well
as developing clearer metrics and targets to facilitate more frequent
engagement to review these risks and opportunities effectively. In 2023
we made progress to develop a roadmap for making our current practices
consistent with the TCFD recommendations in this area over the next two years,
as well as making progress to begin to more quantitatively identify risks in
respect of our loan products. Currently, we review climate-related risks and
opportunities on an annual basis and they are generally not considered a
significant priority for the business in the short to medium term.
Over the coming two to three years, we will continue to explore the climate-
related risks and opportunities, and also continue to work with experts and
policymakers to consider good practices in this area which is still at a very
early stage of development.
See “Risk
management” on
page 52 for more
information on our risk
management practices
Full
disclosure
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 37
Task Force on Climate-related Financial Disclosures (“TCFD”) continued
Metrics and targets Disclosure Cross reference Disclosure
level
(a) Disclose the
metrics used by
the organisation
to assess climate-
related risks and
opportunities
in line with its
strategy and risk
management process
We have limited available metrics to assess climate-related risks and
opportunities. As we have determined that these risks and opportunities
are not material in terms of strategy or risk management in the short to
medium term, we do not currently engage with these metrics on a frequent
basis, typically only annually. We have begun to explore data that would
afford us more opportunities to review metrics related to our loans under
management, for example by sector classification code and our recent
measurement of financed emissions. However, this provides only limited
information and requires further work for us to improve data quality and to
derive more decision-useful information. It is too early for us to draw any
meaningful conclusions from this data, but we believe it will help to inform our
understanding of climate-related risks and opportunities as data availability
and quality improve. We do expect to continue to develop further metrics to
monitor climate-related risks and opportunities in respect of our loans under
management; however, we believe this will be part of a longer-term process.
In respect of our general business operations, we anticipate developing
metrics and targets in respect of our operational emissions and reduction
plans during the course of 2024 (a year later than originally planned). Our
climate-risk roadmap has steps to address the identification of metrics and
setting of targets over the next one to two years with a goal to be consistent
with the TCFD recommendations.
We have limited available metrics to assess climate-related risks and
opportunities. As we have determined that these risks and opportunities
are not material in terms of strategy or risk management in the short to
medium term, we do not currently engage with these metrics on a frequent
basis, typically only annually. We have begun to explore data that would
afford us more opportunities to review metrics related to our loans under
management, for example by sector classification code and our recent
measurement of financed emissions. However, this provides only limited
information and requires further work for us to improve data quality and to
derive more decision-useful information. It is too early for us to draw any
meaningful conclusions from this data, but we believe it will help to inform our
understanding of climate-related risks and opportunities as data availability
and quality improve. We do expect to continue to develop further metrics to
monitor climate-related risks and opportunities in respect of our loans under
management; however, we believe this will be part of a longer-term process.
In respect of our general business operations, we anticipate developing
metrics and targets in respect of our operational emissions and reduction
plans during the course of 2024 (a year later than originally planned). Our
climate-risk roadmap has steps to address the identification of metrics and
setting of targets over the next one to two years with a goal to be consistent
with the TCFD recommendations.
Partial (1/4)
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202338
Metrics and targets Disclosure Cross reference Disclosure
level
(b) Disclose Scope
1, Scope 2, and, if
appropriate, Scope
3 greenhouse gas
(“GHG”) emissions,
and the related risks
Our 2023 Scope 1, 2, and 3 GHG emissions are disclosed on pages 28 to 30.
This is the first year we are publishing our full Scope 3 emissions, including
our Scope 3 financed emissions.
We have provided our Scope 3 financed emissions data in an effort to
be transparent and participate in a positive conversation about how the
industry and wider stakeholders begin to address this challenging area.
Please see Scope 3 –Financed Emissions (GHG Category 15) on page 30
above for more information.
See “Environment
and Climate” on page
27 for our emissions
information
Full
disclosure
(c) Describe the
targets used by
the organisation to
manage climate-
related risks and
opportunities
and performance
against targets
We have not yet set specific targets related to climate-related risks and
opportunities, and more work is required to set metrics and targets in
connection with our transition plan and our net zero ambition, in particular
for financed emissions where we are at a very early stage.
In 2023, we achieved our goal of completing our first full Scope 3
measurement and made more progress in our understanding of our financed
emissions. We are developing a climate risk heat map as explained more on
page 34 above, and beginning to explore the impacts of climate risk on the
credit risk of our borrower population.
Funding Circle’s ESG framework sets out the following short, medium
and long-term goals related to managing certain climate-related risks
and opportunities:
5 ambition of net zero by 2050 in line with the UK government’s commitment,
while setting a stretch target to reach net zero by 2030 for our
operational emissions (Scope 1,2 and 3 excluding financed emissions);
5 develop metrics and targets as applicable for reporting by
31 December 2024 in line with our TCFD risk roadmap; and
5 consider a commitment to set science-based targets, in line with the
SBTi’s guidance for financial institutions.
See “Environment and
Climate” andNet zero”
on page 27 for more
information about our
emissions and progress
toward net zero
Partial (1/4)
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 39
Task Force on Climate-related Financial Disclosures (“TCFD”) continued
Inherent risk
rating rationale
Likelihood Possible: meaning potential occurrence once every one to two years — climate risk reporting is largely annual so not
high frequency but possible for new standards or compliance risks on annual basis; physical risks deemed very low
likelihood over the next 12 months.
Impact Minor: based on potential financial impacts of £0£250,000 in a 12-month period or the regulatory, legal,
reputational or operational risks noted above. Primary impact risk driver over next 12 months is likely the required
regulatory obligations and associated reputational risks, and the cost of compliance and producing disclosure. The
Minor rating is driven by the financial cost to comply with evolving climate disclosure and risk management practices.
Control
environment rationale
Satisfactory: Main controls being internal legal and regulatory review; management and risk oversight and controls
(ARC and ESGC, and RepCon/ORC/CRMC/MRC); third party review and internal audit review; internal policies and
practices; and internal compliance monitoring and testing.
Residual risk
rating rationale
Likelihood Possible: meaning potential occurrence once every one to two years— controls in place reduce the risk to minimal
level, however, given climate reporting is an annual event and the evolving/changing nature of the standards it is hard
to reduce the level of frequency below that level.
Impact Minor: based on potential financial impacts of £0£250,000 in a 12-month period or the regulatory, legal,
reputational or operational risks noted above. Transition risks are currently low frequency and low cost to mitigate,
control reduces impacts to low risk. Physical risks viewed as very unlikely, and cost impact is hard to predict but over
12 months is not deemed to be more than minor.
Funding Circle strategic risk appetite statement
Funding Circle will make efficient use of its available resources to build a sustainable, diversified and profitable
business that can successfully adapt to environment changes.
Level 1 and 2 risk: ESG - Climate-related risk
2
Possible
1
Minor
1
Low
2
Possible
1
Minor
1
Low
Satisfactory
Strategy
Chief
Executive
Officer,
Lisa Jacobs
Global Head
of Legal and
Regulatory
Definition
Risk & control self-assessment
Principal risk
Principal risk
owner
Level 1 and 2
risk
Inherent
likelihood
Inherent
impact
Inherent
risk rating
Residual
likelihood
Residual
impact
Residual risk
rating
Control
environment
assessment
Level 2 risk
owner
ESG risk assessment
Risk ratings as of Q4 2023
ESG —
climate-
related risk
Based on TCFD categories this risk
covers (1) Transition Risks and (2)
Physical Risks. Climate risk is a cross-
cutting risk type that may manifest
through some of our other established
principal categories (regulatory, credit,
operational and funding).
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202340
Other commitments and policy statements
As part of our broader commitments as a responsible company, we have made a number of voluntary commitments
and take a stand on the following issues:
Description Subject matter
Voluntary Commitments
UN Global Compact Voluntary initiative to implement universal sustainability
principles and take steps to support UN goals.
HR
E
ENV
S
ABC
Principles for Responsible Investment PRI works to understand the investment implications of
ESG factors and to support its international network of
investor signatories in incorporating these factors into their
investment and ownership decisions.
HR
S
SME Finance Charter (UK) Five pledges from UK banks and finance providers to
support their SME customers.
HR
S
Borrower Bill of Rights (US) Identifies six fundamental financing rights, in most cases
not yet protected by law, and encourages the entire
small business financing industry to join in upholding
these rights.
HR
S
HM Treasury Women in Finance Charter A pledge for gender balance across financial services with
commitment by HM Treasury and signatory firms to work
together to build a more balanced and fair industry.
HR
E
S
The Investing in Women Code A commitment by financial services firms to improve female
entrepreneurs’ access to tools, resources and finance.
HR
E
S
UK gender pay gap reporting (UK) Gender pay gap is the difference between the average pay
of men and women in an organisation. Any employer in the
UK with 250 or more employees on a specific date each
year must report its gender pay gap data.
HR
E
S
Policy Statements (these can be found on the Company’s Sustainability webpage)
Global Anti-bribery and Corruption Defines both bribery and corruption and outlines the
management of associated risks at Funding Circle.
ABC
Information Security Statement Describes our approach to cybersecurity.
HR
S
Complaint Policy (UK) Describes our approach to customer complaints and
grievance processes.
E
ABC
S
Global Whistleblowing Describes our whistleblowing policies and our commitment
to openness and accountability.
HR
ABC
Code of Conduct Outlines the standards of behaviour, ethics and integrity
expected among our workforce, and the culture in which
adherence to these standards is recognised and rewarded.
E
ABC
Modern Slavery Statement (UK) Describes the steps our organisation has taken during
the financial year to deal with modern slavery risks in our
supply chains and our own business.
HR
ABC
Data Protection Describes our approach to data protection and privacy.
HR
External Supplier Assurance Standard Describes our approach to procurement, supplier due
diligence, information security and ethics.
HR
ENV
S
ABC
Supplier Code of Conduct Sets the minimum expectations and standards for all
suppliers in relation to workforce standards, human rights,
diversity, equity and inclusion, integrity and ethics, tax
strategy, and the environment.
HR
E
ENV
S
ABC
People Policies Describes our employment practices and policies, and
approach to DEI.
HR
E
S
ABC
HR E ENV
S ABC
Human Rights
Social
Employee
Anti-Bribery & Corruption
Environment
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 41
Engaging our stakeholders
We actively engage with
all our stakeholders
Borrowers
Backing SMEs to succeed with access to fast, hassle-
free finance is at the core of our customer proposition.
How we engage
5 Constant monitoring of real-time customer insight
from data at every stage of applications, and customer
feedback from social media and satisfaction surveys
5 Regular focus groups with existing and prospective
SME customers around product changes and new
marketing campaigns, alongside Circler visits to
meet borrowers
5 The Board reviews strategy and monitors performance
in light of customer feedback, with the aim of meeting
the needs of borrowers more effectively
5 We provide regular email updates and
communications, including on the launch of our
new products, changes to government schemes
and continued service improvements and resources
for borrowers
Outcomes of engagement
5 We achieved a Group NPS of 79
5 We launched FlexiPay card to help SMEs manage
their cash flow
5 Our UK business was recognised as Unsecured Funder
of the Year at the NACFB Commercial Broker Awards
and Lender of the Year at the AltFi Awards, and our US
business was recognised as Fintech of the Year at the
US Fintech Awards
Institutional investors
Providing stable and attractive returns to a diverse
range of institutional investors is a central part of
our strategy.
How we engage
5 We actively engage with all types of institutional
investors – for example asset managers, banks,
insurance companies, and pension funds – to share
details of our products and services. This includes
a presence at key global conferences, investor
roadshows and bespoke meetings
5 We provide information and support to existing
institutional investors in a range of accessible
formats, including monthly and daily reporting
on their investments
Outcomes of engagement
5 We onboarded and re-signed a number of institutional
investors, further diversifying our funding investor
base and funding sources
5 Continued institutional investor demand to fund loans
– with an active forward pipeline
Our shared mission with borrowers, institutional investors,
shareholders and our people is to ensure that a vital, historically
underserved part of our economy can access the funding it needs
to win. We are committed to building open and constructive
relationships with all our stakeholders.
In 2023, we engaged with our stakeholders in a variety of ways to
ensure they continued to feel connected and supported at all times.
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202342
Shareholders
We maintain transparent and open engagement with
our shareholders. This enables the Board to clearly
communicate its strategy, provide updates on our
performance and receive regular feedback.
How we engage
5 Regular shareholder communications such as full
and half-year results, and ad-hoc regulatory news
service announcements
5 Analyst and investor meetings and presentations/
roadshows, as well as ad-hoc meetings and events
with shareholders and prospective shareholders
5 The 2023 AGM was once again open to shareholders,
offering an in-person opportunity for shareholders
to interact with the Board
5 The Chair, Chief Executive Officer, Chief Financial
Officer and Director of Finance regularly
communicate with shareholders and analysts as
required and provide regular reports to the Board
on shareholder interactions
Outcomes of engagement
5 Incorporated our shareholders’ opinions throughout
the year into the shaping of Company strategy and
other key developments
Circlers
Our people are our business. We are committed to
creating a culture where Circlers thrive and share in
our mission, values and ambition.
How we engage
5 Regular all-hands meetings and our bi-annual Full and
Half Circle events. These provide an opportunity to
share information and interact with senior management
5 Regular meetings with Helen Beck, our Workforce
Engagement Non-Executive Director, and employee
groups and subsequent feedback loops with the Board
5 Six Circler-led groups (Women @ FC, Let’s Talk About
Heritage, Circle of Pride, FC Impact, Parents @ FC
and Neurodiversity @ FC) that empower our people to
deliver initiatives important to them and our DEI agenda
5 Regular engagement surveys, with results shared with
the Board, along with diversity reports and updates on
diversity and inclusion initiatives
Outcomes of engagement
5 Continued to embed our new value, “Obsess over
the customer”, through a series of borrower visits,
with Circlers from across the business gaining the
opportunity to visit a Funding Circle borrower to learn
about their business
5 Delivered a global allyship training programme, to
further strengthen our education on diversity, equity
and inclusion
5 Supported Circler resource groups in delivering over
100 initiatives and events globally
Section 172(1) statement
The Directors recognise that they have a duty to promote the success of the Company in accordance with s.172(1)
of the Companies Act 2006. Further details on how the Board operates and the way in which it reaches decisions,
including the matters discussed and debated during the year, are set out in the Governance section on pages 70
to 79. Some examples of how the Directors have had regard to the factors set out in section 172(1)(a)(f) when
discharging their duties are on pages 72 and 73.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 43
Engaging our stakeholders continued
Communities
The SMEs we serve are at the centre of our
communities. We are passionate advocates of
charitable causes and issues related to social impact
and community engagement.
How we engage
5 Continual development and implementation of our
ESG strategy. This process includes shaping our
understanding of, and priorities for, engagement
with our various stakeholders
5 Regular meetings with institutional investors, including
focused discussions regarding their ESG investment
criteria as they apply to our loans and loan-backed
investment products
5 Sustained approach to company partnerships to
drive social and sustainability outcomes for SME
customers and communities, including through
employee engagement
5 Circler group FC Impact co-ordinates our employee-led
volunteering and charity initiatives in the UK and the US
Outcomes of engagement
5 Progressed and evolved our ESG strategy, which sets
out a formal framework for operating as a responsible
business and is overseen by our ESG Committee
5 Progressed the implementation of our climate strategy,
with support from climate and industry experts. We
achieved carbon neutrality PAS 2060 recertification
for our 2022 operational emissions, and have started
the process for setting science-based targets, with
the aim to develop an annual transition plan to map our
ambition to net zero by 2050
5 Partnered with Thrive Mental Wellbeing, a mental
wellbeing app trusted by the NHS, to help all UK small
business leaders and employees get more support
with their mental health
5 Continued to support charities delivering social and
environmental value, such as Earthwatch’s Tiny Forest
movement, and Hatch Enterprise, which empowers
underrepresented entrepreneurs to launch and grow
their businesses, also with Funding Circle volunteers
providing mentoring
5 Raised £18,293 for charity in the UK and $5,112 in
the US during 2023 and Circlers contributed 225
volunteering Impact Days in support of a range
of good causes, including our charity of the year,
The Trussell Trust
Government and regulators
Our goal is for Funding Circle to always be known as
a trusted and reputable company, and to work with
regulators and industry to ensure best practice.
How we engage
5 Engagement with local, national, federal and supra-
national government agencies, including regulators,
legislators, policymakers and industry groups. These
interactions provide insight and leadership on policy
and rulemaking related to issues affecting SME
borrowers, institutional investors or lending in the
fintech industry
5 Contribution to the discourse and debate on industry
issues, including submitting position papers and
participating in expert hearings, consultations, forums
and other policy engagement initiatives
5 The Board ensures it uses the results of the above
engagement, as well as key legal and regulatory
changes affecting the business, to inform its strategy
and decision making
Outcomes of engagement
5 In the UK: continued to work with the British Business
Bank as we started participating in the third iteration of
the UK government’s Recovery Loan Scheme; engaged
with industry groups on issues such as levelling the
playing field for fintech lenders and reviving the UK
small and mid-cap market; and responded to the
Treasury Committee’s enquiry into the accessibility
of finance and lending to SMEs, including giving
oral evidence
5 In the US: continued to service Paycheck Protection
Program loans. Tentatively granted a Small Business
Lending Company “SBLC” licence by the Small
Business Administration “SBA” to originate 7(a) loans
nationwide up to $5 million, subject to SBA approval
of our supporting documentation
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202344
Financial review
Overview of the year ended
31 December 2023
The performance in 2023 was in
line with our expectations, with total
income growth in each business unit
compared to 2022 and controlled
investment in US Loans and FlexiPay.
The UK Loans business originations
were in line with 2022, with growth
in commercial lending despite
slower economic recovery than
initially expected. UK Loans showed
AEBITDA growth to £21.3m (2022:
£13.8m) and profit before tax of
£6.5m (2022: loss of £1.8m).
The US Loans business showed
originations and LuM growth on
2022 with originations at £396m
(2022: £327m) and LuM at £420m
(2022: £375m).
Our line of credit product, FlexiPay,
has demonstrated significant growth
to date and we are investing to
support the momentum we see
in this product. Its transaction
levels continue to grow (more than
quadrupled in 2023 compared
to 2022) following continuing
strong customer engagement
and the launch of FlexiPay card in
September 2023.
Oliver White
Chief Financial Officer
A solid year responding
wellto evolving conditions
Segmental highlights
31 December 2023 31 December 2022
Loans FlexiPay Total Loans FlexiPay Total
United
Kingdom
£m
United
States
£m
Other
£m
United
Kingdom
£m £m
United
Kingdom
£m
United
States
£m
Other
£m
United
Kingdom
£m £m
KPIs
Originations:
Loans originations 1,060 396 1,456 1,095 327 1,422
FlexiPay transactions 234 234 59 59
LuM:
Loans under management 2,853 420 11 3,284 3,311 375 39 - 3,725
FlexiPay balances 56 56 18 18
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 45
Financial review continued
Segmental highlights continued
31 December 2023 31 December 2022
1
Loans FlexiPay Total Loans FlexiPay Total
United
Kingdom
£m
United
States
£m
Other
£m
United
Kingdom
£m £m
United
Kingdom
£m
United
States
£m
Other
£m
United
Kingdom
£m £m
Operating income
1
117.8 28.7 0.4 7.9 154.8 109.0 21.6 1.6 1.5 133.7
Net investment income 3.6 3.8 7.4 9.8 7.5 17.3
Total income 121.4 32.5 0.4 7.9 162.2 118.8 29.1 1.6 1.5 151.0
Fair value gains/(losses) 3.1 5.6 8.7 (2.4) 7.2 4.8
Cost of funds (2.7) (2.7)
Net income 124.5 38.1 0.4 5.2 168.2 116.4 36.3 1.6 1.5 155.8
Adjusted EBITDA
1
21.3 (10.6) (0.2) (14.4) (3.9) 13.8 (3.1) 2.8 (4.0) 9.5
Discount unwind
on lease liabilities
1
(0.2) (0.4) (0.6) (0.2) (0.7) (0.9)
Depreciation, amortisation
and impairment (11.3) (10.3) (1.3) (22.9) (11.7) (5.2) (0.1) (17.0)
Share-based payments and
social security costs (3.3) (1.8) (0.5) (5.6) (3.9) (0.8) (4.7)
Foreign exchange (losses)/gains (0.2) (0.2) 0.2 0.2
Profit/(loss) before tax 6.5 (23.3) (0.2) (16.2) (33.2) (1.8) (9.8) 2.7 (4.0) (12.9)
Operating AEBITDA
2
14.6 (20.0) (0.2) (14.4) (20.0) 6.4 (17.8) 2.8 (4.0) (12.6)
Investment AEBITDA
2
6.7 9.4 16.1 7.4 14.7 22.1
1. The comparative financial information has been re-presented with operating profit now removed and instead AEBITDA is reconciled to profit before tax. The three
items below operating profit were finance income, finance costs and share of profit of associates. The finance income which represents interest income on cash
and cash equivalents is now included within ‘Operating income’ and was £2.3m in 2022 and £8.7m in 2023. The share of profits of associates is included within
other operating costs and is included within AEBITDA and was £0.4m in 2022 and £0.1m in 2023. Finance costs which represent the discount unwind on lease
liabilities is included within other operating costs and is included below AEBITDA alongside the depreciation associated with our leased premises. Refer to note 1.
2. Investment AEBITDA is defined as investment income, investment expense and fair value adjustments, and operating AEBITDA represents AEBITDA excluding
investment AEBITDA.
United Kingdom Loans business
Originations were £1,060m in 2023,
compared to £1,095m in 2022, with
growth in commercial lending and
through our marketplace of third
party lenders.
In H1 2022, the business was
originating significant levels
under the government’s Recovery
Loan Scheme and therefore we
anticipated originations would
reduce in H1 2023 compared to the
previous year. Originations grew
in H2 2023 compared to H1 2023.
Originations continue to be funded
through forward flow agreements
with institutional investors. Funding
was provided by a number of banks
and asset managers during 2023
and we are well placed for funding in
2024 with forward flow agreements
in excess of £1.5bn.
Bank of England base rate increases
during 2023 have raised the cost of
borrowing for SMEs, but targeted
marketing, strong relationships with
brokers and continued focus on
customer experience have enabled
us to grow commercial lending
despite these headwinds.
LuM decreased in 2023 as growth
in commercial lending was offset
by continued repayment on the
government loan schemes (CBILS
and RLS). As at 31 December 2023,
UK government-guaranteed loans
represented £1,555m (31 December
2022: £2,325m).
UK Loans operating income grew
to £117.8m in 2023, compared with
£109.0m in 2022. Origination yield
improvements and higher interest
generated on corporate cash
balances were partially offset by
lower servicing fees (as a result of
lower LuM).
Investment income of £3.6m
decreased from £9.8m in 2022, in
line with expectations and following
the sale of previously securitised
loans in H2 2022, as well as
continued amortisation of remaining
loans on balance sheet.
The UK AEBITDA grew to £21.3m
in 2023 compared to £13.8m
in 2022, with AEBITDA margin
improvement as well as increased
interest from corporate cash
balances (with no additional costs
and therefore resulting in AEBITDA
increase). Investment AEBITDA
was £6.7m in 2023, down slightly
from £7.4m in 2022. Despite
lower net investment income, we
benefitted from favourable fair value
movements, with overall stronger
loan performance than we expected
during 2023.
Profit before tax was £6.5m in 2023,
up from negative £(1.8)m in 2022 due
to the growth in AEBITDA.
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202346
United States Loans business
Originations grew to £396m in 2023,
after a strong H1 23 and despite
a tough economic backdrop. In
April 2023, the SBA relaxed the
requirements for loans <$500k
under its SBA7(a) programme. This
has encouraged more businesses
to apply for SBA7(a) loans, which to
date we have not provided and as a
result we saw a drop in demand for
our core loans.
At the same time, the SBA offered
three new SBA7(a) licences and we
applied for, and were granted subject
to final approval of supporting
documents, a licence to participate in
the programme by the SBA. As with
the UK Loans business, originations
were funded through forward
flow agreements with institutional
investors and during 2023 we
onboarded three new financial
institutions to add to our existing
investor base.
LuM grew to £420m as at 31
December 2023 (31 December 2022:
£375m) with government-guaranteed
PPP loans at £4m as at 31 December
2023 (31 December 2022: £28m).
Total income for US Loans was
£32.5m in 2023, up from £29.1m in
2022 as origination and yield growth
was partially offset by a reduction
in investment income following the
amortisation of SME loans held on
balance sheet. There remained
strong recoveries and lower than
expected defaults driving a positive
fair value. H1 2022 benefitted from
£2.5m of PPP deferred income, this
did not recur in 2023.
AEBITDA of negative £10.6m in
2023 was as expected as planned
investments to scale the
business continued.
FlexiPay
FlexiPay transactions have almost
quadrupled in 2023 to £234m
compared to £59m in 2022. Drawn
lines of credit at 31 December
2023 grew to £56m, in line with
transaction growth.
Total income for FlexiPay was £7.9m
in 2023, increasing from £1.5m in
2022 as a result of transactions
and fee growth. The fee charged
on FlexiPay for each drawdown
against lines of credit averaged
4.6% (2022: 3.0%) which is paid in
three equal instalments along with
the repayment of each drawdown
balance. FlexiPay card was launched
in September 2023 and is now issued
to each new FlexiPay customer.
When customers transact using the
card, we also earn an interchange fee
of 1.75% alongside existing FlexiPay
drawdown fees.
The AEBITDA for the period was
negative at £14.4m (2022: negative
£4.0m) as investment continues to
support product momentum. The
principal costs incurred are staff-
related costs, marketing costs and
expected credit losses which are
required to be recognised up front
on the drawn and undrawn lines
of credit.
Until June 2023, FlexiPay was solely
funded through Funding Circle
invested capital. From June 2023,
FlexiPay has also been funded
through a senior debt facility with
Citibank with interest payable on this
facility shown in “cost of funds.
Origination fees
Loan originations
FY23: £1,456m
LuM
FY23: £3,284m
FlexiPay Transactions
FY23: £234m
Card transactions
& values
Cash balances
& base rates
Invested capital
FY23: £64m
c.6%
c.1%
c.4.9%
1.75%
Variable
Middle
Revenue stream Loans: UK & US FlexiPay:UK Typical yield Drivers
Servicing fees
Drawdown fees
Card interchange fees
Bank interest
Interest on SME loans
How we make money from our different products
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 47
Financial review continued
Finance review
Overview
Group total income was £162.2m
(2022: £151.0m), up 7%, and net
income was £168.2m (2022:
£155.8m).
Net income is total income plus fair
value movements on SME loans held
for sale and investments in trusts
and now also includes cost of funds.
In June 2023, the Group levered its
funding of the FlexiPay product with
a senior debt facility. Associated
costs and the interest payable on this
debt is shown within cost of funds.
The Group’s loss before tax was
£33.2m for the year (2022: loss of
£12.9m). This includes £5.8m (2022:
£1.8m) of impairment on the San
Francisco leased offices following
the exit of tenants and a write down
on capitalised development following
an annual impairment assessment on
the US Loans cash generating unit.
Profit and loss
31 December
2023
£m
31 December
20221
£m
Transaction fees 88.7 77.5
Servicing fees 42.4 47.9
Interest income 16.7 4.2
Other fees 7.0 4.1
Operating income 154.8 133.7
Investment income 8.0 22.0
Investment expense (0.6) (4.7)
Total income 162.2 151.0
Fair value gains 8.7 4.8
Cost of funds (2.7)
Net income 168.2 155.8
People costs (94.4) (85.9)
Marketing costs (48.4) (38.4)
Depreciation, amortisation and impairment (22.9) (17.0)
(Charge)/credit for expected credit losses (4.4) 1.5
Other costs (31.3) (28.9)
Operating expenses (201.4) (168.7)
Loss before tax (33.2) (12.9)
1 The comparative information has been re-presented consistent with the Income Statement.
Operating income includes
transaction fees, servicing fees,
interest income from loans held at
amortised cost, interest on cash
balances and other fees and was
£154.8m (2022: £133.7m).
5 Transaction fees, representing
fees earned on originations,
increased to £88.7m (2022:
£77.5m), driven by improved
origination fee yields in each
business segment. Loan
originations were in line
with 2022.
5 Average origination fee yields
grew in the UK Loans business
to 6.2% (2022: 5.5%) and yields
in the US Loans business grew to
5.9% (2022: 4.6%).
5 Servicing fees, representing
income for servicing Loans under
Management, were £42.4m (2022:
£47.9m), down on 2022. The fees
move in line with the quantum
of loans under management,
which decreased in the UK Loans
business as growth in UK LuM
from commercial lending was
offset by continued repayment on
the government loan schemes.
Servicing fees are not charged on
FlexiPay lines of credit or on the
PPP loans. Servicing yields remain
similar to 2022 levels.
5 Interest income represents
FlexiPay income, interest earned
on loans held at amortised cost
and on cash and cash equivalents.
FlexiPay interest income has
increased to £7.8m (2022:
£1.5m). This is where we charge
a fee which is spread over three
months, in line with borrower
repayments. Interest earned on
cash and cash equivalents has
also increased to £8.7m (2022:
£2.3m) which has increased in line
with base rates.
5 Other fees arose principally from
collection fees we recovered on
defaulted loans, some of which
was accelerated through investors
selling some of their non-
performing loan portfolios.
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202348
Net investment income represents
the investment income, less
investment expense, on loans held
on balance sheet at fair value and
declined to £7.4m (2022: £17.3m)
as expected. This was driven by
the continued amortisation of the
remaining loans and the buyout
and wind up of the securitisation
vehicles in the UK Loans business
and US Loans business during 2022
and subsequent sale of certain loan
portfolios in October 2022. The
Group wound up the last remaining
US securitisation vehicle (SBIZ-20A)
in April 2023.
Net income, defined as total
income after fair value adjustments
and cost of funds, was £168.2m
(2022: £155.8m). The fair value
gain in the period related to the
loans on balance sheet held at fair
value reflected ongoing strong
performance from the SME loans
with lower defaults and higher
recoveries than expected, in part
offset by higher discount rates driven
by UK and US base rates. As the
on-balance sheet loans continue to
amortise down, we would expect
fair value gains/losses to continue
to diminish.
Operating expenses
At an overall level, operating
expenses increased compared with
2022. Operating costs movements
were driven by cost increases in
the US Loans business and cost
investment in the FlexiPay business
including increased expected credit
losses. Costs remained flat in the
established UK Loans business as a
result of ongoing cost management.
People costs (including contractors),
represent the Group’s largest
ongoing operating cost. These
increased during the period by 10%
to £94.4m (2022: £85.9m), after the
capitalisation of development spend.
This was driven by wage inflation
and headcount growth for the
FlexiPay and US Loans teams, whilst
headcount across UK Loans business
has reduced by 7%. The average
salary per head increased by 3.5%
but below wage inflation.
Marketing costs comprise above
the line marketing channels (direct
mail and online), brand spend and
commission payments made to
brokers. Marketing increased in the
period to £48.4m (2022: £38.4m),
and reached 31% of operating
income (2022: 29%), driven by media
spend investments in the FlexiPay
and US businesses and higher broker
commissions. Excluding FlexiPay,
the Loans businesses invested 30%
of operating income in marketing
(2022: 28%) with lower conversion in
the current economic environment
impacting marketing efficiency.
Depreciation, amortisation and
impairment costs of £22.9m
(2022: £17.0m) largely represent
the amortisation of the cost of the
Group’s capitalised technology
development and the depreciation
of right-of-use assets related to
the Group’s office leases. With a
weakening commercial property
market in San Francisco, the Group
has impaired its sublet office space
by £2.0m. This follows an impairment
of the San Francisco office in 2022
of £1.8m. Additionally we impaired
the capitalised development spend
in the US Loans business following
our annual impairment exercise as
near term cash flows of the cash
generating unit do not support the
carrying amounts.
Following these impairments we
would expect a reduction in these
costs going forwards.
The share-based payment charge for the period, included in people costs,
was £5.6m (2022: £4.7m).
31 December
2023
£m
31 December
2022
£m
Change
%
People costs 105.7 98.4 7
Less capitalised development spend (“CDS) (11.3) (12.5) (10)
People costs net of CDS 94.4 85.9 10
Average headcount (incl. contractors) 1,074 1,035 4
Year-end headcount (incl. contractors) 1,101 1,075 2
Expected credit losses principally
relate to the IFRS9 charge for
FlexiPay where we account for
actual and expected credit losses
from SMEs defaulting on their
lines of credit. We would expect
this charge to increase as FlexiPay
grows. The probability of default
is estimated utilising observed
trends and combining these
with forward-looking information
including different macroeconomic
scenarios which are probability
weighted. The loss given default is
driven by assumptions regarding the
level of recoveries collected after
defaults occur.
Other operating costs, which consist
of loan processing costs, data and
technology, professional fees and
staff and office related costs, have
grown as the Group continued to
invest in growth in the US Loans and
FlexiPay businesses. The increase is
driven by inflation, higher volumes,
loan processing costs and higher
office costs, with lower subtenant
contributions received in the US for
its San Francisco office.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 49
Financial review continued
Balance sheet and investments
The Group’s net equity was £247m at 31 December 2023 (31 December 2022: £284m). This reduction reflects the
Group’s loss after tax, the purchase of own shares by the Employee Benefit Trust (“EBT”) and foreign exchange losses
on the retranslation of the investment in the US Loans business.
The majority of the Group’s balance sheet is represented by cash and invested capital as shown below. The invested
capital is in certain SME loans, either directly or historically through investment vehicles, and in the FlexiPay lines
of credit.
Operating business Investment business
31 December
2023
31 December
2022
Loans business
1
£m
FlexiPay
£m
Legacy
securitisation,
warehouse
and other
loans
at fair value
£m
CBILS/RLS/
Commercial co-
investments
£m
Private
funds
£m
Total
£m
Total
£m
SME loans and lines
of credit 6.7 50.0 18.6 25.2 1.5 102.0 141.3
Cash and cash
equivalents
Unrestricted 169.0 0.6 169.6 165.6
Restricted 1.1 19.6 31.1 51.8 12.1
Other assets/
(liabilities) 2.7 2.7 0.9
Borrowings/bonds (2.2) (54.7) (56.9) (46.3)
Cash and net
investments
174.6 18.2 18.6 56.3 1.5 269.2 273.6
Other assets 47.1 47.1 64.1
Other liabilities (38.4) (31.1) (69.5) (53.7)
Equity 183.3 18.2 18.6 25.2 1.5 246.8 284.0
1. Loans business includes £2.2m of PPP loans together with the associated Federal Reserve borrowings which we expect will both reduce as the remaining
PPP loans are forgiven.
The table below provides a summation of Funding Circle’s net invested capital in products and vehicles:
Investment in product/vehicles
31 December
2023
£m
31 December
2022
£m
1. Legacy securitisation, warehouse and other loans at fair value 19 46
2. CBILS/RLS/Commercial co-investments
2
25 32
3. Private funds 2 3
Net invested 46 81
FlexiPay
2
18 16
Total net invested capital 64 97
2. These vehicles are bankruptcy remote.
1. SME loans at fair value – this relates to the legacy loans previously held in SPVs and warehouses. During 2023, the
Group called options to wind down the US securitisation (SBIZ-20A) and in 2022, the Group called options to wind
down UK (SBOLT-19A) and US (SBIZ-19A) securitisations and bought out the remaining bondholders. These loans
continue to amortise down.
2. CBILS/RLS/Commercial co-investments – as part of our participation in the CBILS and RLS UK government-guaranteed
loan schemes, we were required to co-invest c.1% alongside institutional investors.
3. Private funds – there are a small amount of other loans, comprising seed investments in private funds held as
associates. finalising a funding deal. The majority of these loans were sold in February 2023.
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202350
Cash flow
At 31 December 2023, the Group’s
cash position was £221.4m (31
December 2022: £177.7m). Of this
balance £169.6m (31 December
2022: £165.6m) is unrestricted
in its use with £51.8m (£12.1m)
being restricted.
Restricted cash relates to cash held
in the funding vehicle of FlexiPay
together with amounts owed to
the British Business Bank (BBB”)
for guarantee fees collected from
institutional investors under the
participation of the CBILS and RLS
schemes. Total cash movements
have principally been driven by:
i) Trading performance
ii) Sale of temporary funding loans
in the US Loans business
iii) Monetisation of on-balance
sheet SME loans as they have
continued to pay down offset by
the wind down and buyout of the
SBIZ-20A external bonds
iv) Leveraging the investment in
FlexiPay lines of credit with
external bank debt
v) Timing of working capital
movements associated with
UK government loan guarantee
payments received from investors
still to be paid to the British
Business Bank
Free cash flow, which is an
alternative performance measure,
represents the net cash flows from
operating activities less the cost
of purchasing intangible assets,
property, plant and equipment and
lease payments. It excludes the
investment vehicle financing and
funding cash flows together with
FlexiPay lines of credit. The Directors
view this as a key liquidity measure
and it is the net amount of cash used
or generated to operate and develop
the Group’s platform each year.
The table below shows how the
Group’s cash has been utilised:
2023
£m
2022
£m
Adjusted EBITDA (3.9) 9.5
Fair value adjustments (8.7) (4.8)
Purchase of tangible and intangible assets (12.2) (13.9)
Payment of lease liabilities (6.0) (6.1)
Working capital/other 25.9 0.9
Free cash flow (4.9) (14.4)
Net distributions from associates 1.2 5.4
Net movement in trusts and co-investments 4.8 3.6
Net movement in lines of credit 15.8 (16.0)
Net movement in other SME loans 15.8 (22.4)
Net movement in warehouses and securitisation vehicles 13.6
Purchase of own shares (1.8) (8.7)
Other 2.4
Effect of foreign exchange (0.8) 3.8
Movement in the year 43.7 (46.3)
Cash and cash equivalents at the beginning of the period 177.7 224.0
Cash and cash equivalents at the end of the year 221.4 17 7.7
Subsequent events
At the year end date, the Directors were considering the future direction of the US business. Whilst the US continues
to offer attractive growth, it will require significant cash and capital under the SBA programme. Against this, we have
determined that a simpler, more profitable UK business will deliver greater shareholder value with improved profitability
and cash generation.
We have now reached a point, in March 2024, where we have announced our decision to focus on the UK opportunity and
that we are in discussion with third parties regarding the US business. The financial impact of this is yet to be quantified.
In March 2024, the Group announced and commenced purchases under a discretionary programme to purchase
ordinary shares of £0.001 each in its share capital, up to maximum consideration of £25 million, because the share
price materially undervalues the business. Funding Circle intends to conduct the programme in accordance with and
under the terms of and capacity available under the general authority granted by its shareholders at its Annual General
Meeting held on 11 May 2023, subject to available distributable reserves.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 51
Risk management
Belkacem Krimi
Global Chief Risk Officer
Managing through a volatile
environment to deliver superior
risk‑adjusted returns
O
ne year ago, I described
2023 as a year of
transition. At the time,
inflationary trends
exacerbated by the war in Ukraine
had prompted an unprecedented
response from central banks,
with the potential to leave lasting
economic scars. Fast forward to
today, we can observe with some
satisfaction that, in the face of
daunting challenges, the economies
of the US and the UK have
demonstrated remarkable resilience,
avoiding a recession thanks to robust
consumer spending fueled by strong
labour markets. While ongoing
conflicts in the Middle East and the
ongoing Ukraine war pose potential
volatility for 2024, we closed 2023
with greater optimism than at its
start, with the economy on a path
towards a soft landing, supported by
a cooling inflation rate and market
expectations of rate cuts in the
second half of 2024.
For small and medium-sized
enterprises (SMEs) that have
exhibited exceptional resilience
during this period, a stabilising
economy will foster renewed
confidence and an appetite for
investment to capitalise on the next
expansion cycle. As inflation cools
and central banks hint at future
rate cuts, debt will become more
affordable, leading to an expansion
of credit markets driven by increased
capital needs and refinancing
opportunities.
Within this environment, Funding
Circle delivered a strong credit
performance in 2023, characterised
by a robust repayment profile. This
reflects the remarkable resilience
and integrity of SME entrepreneurs,
the credit quality of the loan
portfolio and the effectiveness of our
collections activities.
Since Funding Circle’s inception,
we have consistently sought to
maximise the adaptability of our
credit capabilities to enable us to
swiftly implement changes in volatile
environments. Our ability to rapidly
establish and implement credit and
underwriting strategies, our ongoing
engagement with investors, and
our assessment of the risk-reward
balance of our loans relative to
interest rate fluctuations all enable
us to continuously support SMEs
throughout the economic cycle
while maintaining superior returns
for investors. Throughout 2023, we
maintained disciplined pricing for
our loans and expanded our product
offering to cater to businesses with
varying credit risk profiles or seeking
shorter repayment periods.
This demonstrates not only the
granularity of our monitoring but
also the ongoing effectiveness of
our credit risk models and fraud
prevention measures, even during
periods of heightened volatility.
Moreover, our change management
and testing capabilities have proven
their worth.
While the credit environment is likely
to remain uncertain and volatile,
there are signs that the headwinds
of 2023 are easing, albeit with
varying impacts across our two
geographies. We are well-positioned
to navigate this landscape. We
will continue to adopt a focused
and prudent approach to credit
risk management. We remain
confident that our products and
processes are resilient and adequate
to continuously support SMEs
throughout 2024, contributing to the
economy’s recovery.
In addition to managing credit
risk, we made further progress
in strengthening our broader
risk management and control
environment in 2023, including:
5 Our government-guaranteed
origination programme performed
well within expectations, and
we maintained an excellent
compliance track record.
5 We further developed data-
driven strategies for credit risk
and operational capabilities
for FlexiPay.
5 We enhanced our defences
against cyber-risk and
data security.
5 We strengthened our financial
crime controls and ensured
continued compliance with anti-
money laundering and sanctions
regulations.
5 We made significant progress in
our ESG strategy by identifying,
evaluating, and monitoring ESG
risks within our Enterprise Risk
Management Framework.
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202352
Overall, we are proud of the
positive contributions we made in
2023 to safeguard our employees,
borrowers, and investors, while
simultaneously supporting society
and the economy. We are confident
that we possess the necessary
tools and determination to
successfully navigate the volatile
environment ahead.
Risk management overview:
Risk management sits at the heart
of our business. We recognise
that effective management of all
key risks is critical to meeting our
strategic objectives and to achieving
sustainable long-term growth. These
key risks need to be identified,
understood and appropriately
addressed to protect our Company,
shareholders, customers, Circlers,
community and the environment.
At Funding Circle all employees,
regardless of their position, play
their part in managing risk within
the business. A strong risk culture
enables us to manage the risks
inherent in our business activities
seamlessly, every day, through
the active participation of all.
Our Enterprise Risk Management
Framework (ERMF”) defines
a common approach to risk
management, with clear roles and
responsibilities, and provides the
foundations for a strong control
environment.
Our approach to risk management
consists of:
5 putting our culture at the heart of
everything we do;
5 investing in robust risk
capabilities, including advanced
data and risk analytics; and
5 doing the right thing for our
customers, shareholders and
employees.
As part of the second line of
defence, the Risk team oversees risk
management across the Company,
in conjunction with the Legal and
Compliance teams. We also support
our first line of defence employees in
their risk management activities.
Risk culture
At Funding Circle, we believe that
an open and strong risk culture
encourages ethical behaviour
and professional conduct. We
promote our risk culture as part of
our ongoing effort to reinforce our
Company values and encourage
all our Circlers to “Do the Right
Thing” every day for our customers,
employees, environment, community
and other stakeholders.
Board role
The Board is responsible for setting
the strategy, corporate objectives
and risk appetite. The Board
has delegated responsibility for
reviewing the effectiveness of the
risk management framework to the
Audit and Risk Committee (ARC) On
the advice of the ARC, the Board
approves the level of risk acceptable
under each principal risk category,
whilst providing oversight to ensure
there is an adequate framework in
place for reporting and managing
those risks.
Chief Risk Officer
and the Risk function
Our Global Chief Risk Officer (“CRO”)
leads the Risk function, which is
independent of the business and has
a direct reporting line to the Board.
He is responsible for developing,
maintaining and implementing
the ERMF. He is also responsible
for providing assurance to the
Board that the principal risks are
appropriately managed and that
Funding Circle is operating within
risk appetite.
Risk management policies
We have formalised and implemented
risk management policies defining
mandatory requirements to mitigate
the principal risks that we face, with
clear risk limits and requirements to
monitor risks and adherence to limits.
The Risk and Compliance teams
regularly review these policies and
controls to verify compliance and
to adapt to changes in the business
environment.
Risk appetite
Our risk appetite is defined as the
level of risk that we, as a company,
are prepared to accept whilst
pursuing our core business strategy,
recognising a range of possible
outcomes as business plans are
implemented. The Board sets the risk
appetite and reviews the Company
risk profile against risk appetite.
Risk appetite provides a guideline
for shaping business strategies and
defining the level of controls needed.
It also provides a basis for ongoing
dialogue between management and
the Board with respect to Funding
Circle’s current and evolving risk
profile, allowing strategic and
financial decisions to be made on an
informed basis.
Risk governance
Funding Circle has a risk governance
framework that is documented in
the ERMF. Responsibility for defining
and approving the ERMF lies with
the Board. The risk governance
framework includes delegations
of authority from the Group Board,
the UK Board and Principal Risk
Committees as appropriate.
We operate a Three Lines of Defence
model across all markets in which
we operate. Funding Circle’s Three
Lines of Defence model and risk
governance structure have been
designed to manage our principal
risks in a consistent manner across
the Group.
The Board Audit & Risk Committee
(“ARC) is supported by the
Executive Risk Committee (ERC),
comprising the members of the
Global Leadership Team. The ERC
has sub-committees focused on
each principal risk, as set out below.
Management Risk Committee
The MRC reviews all principal risks
across the Group. Strategic risks and
environment, social and governance
risks are managed by the leadership
team of each Business Unit and
reviewed at the MRC.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 53
Group Committees
Risk management continued
Balance Sheet Management
Committee
The Balance Sheet Management
Committee is responsible for
oversight of Group balance
sheet risk.
Credit Risk Management
Committee
The Credit Risk Management
Committee’s focus is on ensuring
that the credit risk of each
Business Unit’s loan portfolio is
adequately managed.
Regulatory, Reputation and
Conduct Risk Committee
The Regulatory, Reputation and
Conduct Risk Committee focuses
on the management of regulatory,
reputation and conduct risks, and
oversees new product approvals.
Operational Risk Committee
The Operational Risk Committee’s
focus is to ensure that operational
controls are effective and that
operational and financial crime risks
are adequately managed in each
Business Unit.
Technology Risk Committee
The focus of the Technology Risk
Committee is to ensure effective
governance and controls are in place
for the ongoing management of risks
that could impact the performance,
stability, information security
and resilience of the technology
infrastructure and operations that
support our key business and
compliance processes.
Risk governance structure
Business Unit Committees
Board Committees
Funding Circle Holdings Board
Funding Circle Holdings Board
Audit & Risk Committee
Funding Circle Holdings Board
Market Disclosure Committee
Management Risk Committee
Balance Sheet
Management Committee
Technology Risk Committee
Credit Risk
Management Committee
Regulatory, Reputation and
Conduct Risk Committee
Operational
Risk Committee
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202354
Risk assessment framework
A standard risk assessment framework is used to evaluate risks at both the
Business Unit and Group levels, enabling consistent measurement. Risk
assessments are carried out by those individuals, teams and departments that
are best placed to identify and assess potential risks. They are supported in
this process by our Risk and Compliance teams.
We typically follow the evaluate/respond/monitor methodology:
Enterprise risk
management
1
3 2
1. Evaluate
5 Identify key risks
5 Set risk appetite
5 Assess adequacy of existing controls
5 Estimate residual risk
2. Respond
5 Design control improvement plans
5 Prioritise remediation work and assign
responsibilities
3. Monitor
5 Track business performance vs. risk appetite
5 Report, analyse and escalate risk incidents
5 Identify new or emerging risks
5 Track delivery of agreed control improvements
Evaluate
As part of its responsibilities under
the ERMF the Board has formally
recognised a series of risks that are
continuously present at Funding
Circle and can materially affect the
achievement of Funding Circle’s
objectives. These risks have been
organised under a consistent and
simple taxonomy with a hierarchy
of risk categories, which facilitates
risk management and oversight.
The management of these risks is
assigned to designated business
owners who formally assess on a
regular basis the level of these risks,
the adequacy of controls and the
need for further mitigations.
Respond
The appropriate risk response
ensures that risks are within appetite.
At Funding Circle we have four types
of possible risk responses:
5 accept the risk;
5 take mitigation actions (such
as additional risk controls) to
reduce the risk;
5 stop the existing activity/do not
start the proposed activity to
remove the risk; or
5 continue the activity and transfer the
risk to another party (e.g. insurance).
Monitor
Monitoring and reporting on
Funding Circle’s risk exposures are
undertaken through risk governance
structures. The Audit & Risk
Committee receives a consolidated
risk report no less than three times
a year detailing the risks facing the
Group and mitigation plans, as well
as risk outlook. The Audit & Risk
Committee is also provided with
metrics and regular reports about
the activities of the Audit, Risk and
Compliance functions.
Risk assurance
Assurance on the management of
risk is provided by the Three Lines of
Defence model including the Internal
Audit function. We also execute
external annual controls assurance
reports (e.g. United Kingdom ISAE
3402 and US Soc 1 Type 2) certified
by auditors.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 55
Principal risks and uncertainties
Strategic risk
Strategic risk is defined as the failure to build a sustainable, diversified and profitable business that can
successfully adapt to environment changes due to the inefficient use of Funding Circles available resources.
Risk appetite Funding Circle will make efficient use of its available resources to build a sustainable, diversified and
profitable business that can successfully engage with and manage ESG issues including climate change risks.
Key risks Management of risk Change in risk in year
Strategic risk
The risk that Funding
Circle does not achieve
its key business
objectives and maintain
its competitive
advantage and
business operations.
The GLT manages the strategic planning process
based on risk appetite, financial considerations,
strategic themes and economic assumptions.
We manage strategic risk by:
5 performing an in-depth business strategy
review at least once a year;
5 reviewing financials, strategic plans
for new products/initiatives, and other
management information;
5 reviewing the strategic risk implications of
new products, business expansion, and other
Company initiatives; and
5 the Board providing oversight of strategic risk
and approving strategic business plans at
least annually.
After rapidly rising through 2023 (which
Funding Circle has been able to adapt
to), market expectations are that interest
rates have now peaked which should
ease credit conditions. However, the
impact of the rapid rise in interest rates
and broader macroeconomic climate
on SMEs remains uncertain. This leads
to uncertainties around borrower and
investor demand which may impact our
strategic objectives. Funding Circle has
also continued to grow new products
such as FlexiPay for which performance
and demand may be uncertain until they
reach scale.
We are monitoring these trends carefully
and is continuously adjusting product
offerings to fit market conditions and
meet evolving demand.
In the UK we are part of the new
iteration of the government Recovery
Loan Scheme. The Scheme is an
important offering which will enable us
to say yes to more businesses in line
with our medium-term plan.
Sustaining momentum in government
sponsored lending continued to be a
strategic priority.
The Board confirms that throughout 2023 a robust assessment of the
principal risks facing Funding Circle was completed. A comprehensive
list of Group-wide risks and emerging risks was reviewed and monitored
throughout the year. The most significant risks and uncertainties faced by
Funding Circle are listed in the table below, categorised by principal risk:
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202356
Strategic risk continued
Key risks Management of risk Change in risk in year
Economic environment
Financial risk that
is associated with
macroeconomic or
political factors that
may affect Funding
Circle’s financial and/or
credit performance.
We continually monitor the health of our
loan portfolios and perform stress test
simulations to help ensure that loan returns
remain resilient in the context of risk volatility.
Key mitigating actions include (but are not
limited to):
5 annual stress testing of loan portfolios in
each market;
5 resilient credit strategy and continuous
tuning of risk and pricing parameters to
correct for possible deviations in returns;
5 independent validation and continuous
monitoring of the performance of credit
risk models;
5 monthly monitoring of internal and
external signals as part of the Credit Risk
Management Committee meetings;
5 agile capability to rapidly deploy pricing
and credit strategy adjustments deemed
necessary; and
5 experienced in-house collections and
recoveries capabilities with built-in scalability.
Following a brief post-pandemic recovery,
we faced an inflationary surge that
surprised central banks, prompting them
to raise rates rapidly. While we appear to
be transitioning towards normalisation, the
economic environment risk has increased.
Environmental, social and governance risk
Environment,
social and/or
governance events
or circumstances
could cause an actual
or potential material
negative impact on
Funding Circle’s
financial performance
or reputation.
5 Our ESG framework outlines our approach
to ESG and is approved by the Board.
5 The Board retains ultimate responsibility
for providing the strategic focus, support
and oversight for the implementation of
the Group’s ESG strategy, including for
climate-related risks and opportunities.
The Board delegates certain matters
related to climate-related risks and
opportunities to two Committees:
5 the ESG Committee is responsible
for oversight of the Group’s overall
ESG strategy, including climate-
related opportunities and voluntary
commitments; and
5 the Audit and Risk Committee is
responsible for oversight of risk
management related to ESG risks,
including climate-related risks.
We continue to integrate ESG risks into our
ERMF and mature our ESG framework.
We continue to assess our ESG risks
and opportunities and further embed
them into day-to-day practices and
first-line teams.
For further information please see
ESG section.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 57
Funding and balance sheet risk
Funding and balance sheet risk is defined as the risks associated with platform funding (matching borrower demand
and supply of funding), capital commitments and corporate liquidity through normal and stress scenarios.
Risk appetite Funding Circle will make efficient use of its balance sheet and optimise and diversify funding and liquidity
sources to enable a balanced funding strategy whilst limiting downside risk.
Key risks Management of risk Change in risk in year
Funding risk
The risk that demand
from borrowers for
loans cannot be
fulfilled or can only be
met at an uneconomic
price. This risk varies
with the economic
attractiveness of
Funding Circle loans
as an investment, the
level of diversification
of funding sources, and
the level of resilience
of these funding
sources through
economic cycles.
Funding Circle’s business model is to be
a lending platform that efficiently matches
the supply of capital to the demand of
SME borrowers.
We carefully manage this matching by:
5 building long-term relationships with
investors and developing a forward-looking
pipeline of new investors;
5 actively managing concentration risk and
diversifying sources of funding;
5 managing Funding Circle’s lending
activities whether through direct lending
capacity, securitisation capacity or
investment fund lending vehicles;
5 monitoring a broad range of management
information and key performance indicators
at the Balance Sheet Management
Committee, Credit Risk Committee,
Operational Risk Committee and Board
levels; and
5 leveraging an experienced capital markets
team for sales and transaction structuring.
Globally, despite an uncertain environment,
we experienced demand from institutional
investors to fund new loans. This
demonstrates the trust our funding
partners place in the soundness of our risk
management, and the experience they had
with previous investments that delivered
positive returns despite the Covid-19 crisis.
We also increased rates to match market
movements, and maintain loan returns.
We have onboarded new investors,
continuing the trend from the previous years,
with new asset managers, and we have
strong institutional relationships providing
a good basis for our future funding needs.
While increased US regulatory scrutiny of
bank-fintech partnerships creates challenges
for some investors, it also brings to light
potential concentration risk related to
investor funding.
Balance sheet risk
The risk that
Funding Circle
investment positions
reduce in value or
cannot be exited
at an economically
viable price.
The risk that Funding
Circle liabilities cannot
be met when and
where they fall due or
can only be met at an
uneconomic price.
We carefully manage this risk by:
5 setting clear guardrails for Funding Circle
balance sheet exposures and following
a set of agreed investment principles to
guide capital allocation;
5 maintaining a prudent level of liquidity to
cover unexpected outflows to ensure that
we are able to meet financial commitments
for an extended period, including under
stress scenarios;
5 considering a broad range of management
information and key performance indicators
at senior management level; and
5 leveraging a dedicated and experienced
Balance Sheet Management team.
Our overall approach to having a robust
balance sheet and prudent management
of liquidity remains unchanged.
We have continued to simplify our balance
sheet in the year, unwinding the last of our
consolidated securitisation vehicles. Legacy
SME loans on our balance sheet continue to
perform strongly as they amortise down.
FlexiPay was funded solely from our own
cash in 2022, and in June 2023 we levered
our investment with senior financing from
Citigroup. The lines of credit remain on our
balance sheet and at 31 December we held
6,573 drawn lines of credit (£107m worth of
limits of which £56m is outstanding balances)
with a further 6,586 undrawn (£109m worth
of limits).
We have sufficient disposable cash to
cover our liquidity needs, including when
tested against stressed liquidity scenarios,
and to fund our medium-term plan
going forwards.
Principal risks and uncertainties continued
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202358
Credit risk
Credit risk is the risk of financial loss to an investor should any borrower fail to fulfil their contractual repayment
obligations. Credit risk management is the sum of activities necessary to deliver a risk profile at portfolio level in
line with Funding Circle management’s expectations, in terms of net loss rate, risk-adjusted rate of return and its
volatility through economic cycles.
Risk appetite Whether or not Funding Circle owns any credit risk, credit risk of loans will be managed with the utmost
care and attention to deliver credit performance and returns in line with expectations.
Key risks Management of risk Change in risk in year
Credit risk
Borrower acquisition
Credit performance
and returns of new
loans can deviate
from expectations
due to several factors:
changes in credit
quality of incoming
applications, calibration
of risk models or strategy
parameters, and control
gaps in processing
loan applications.
Portfolio risk
management
Credit performance
and returns of existing
portfolio can deviate
from expectations
due to several factors:
deterioration of credit
environment, increased
competition driving
higher prepayment rates,
effectiveness of portfolio
monitoring, collections
and recoveries.
Funding Circle’s aim is for well-balanced loan
portfolios that generate positive returns for
investors through the economic cycle.
We are actively managing credit risk by:
5 formulating credit risk policies (covering
credit assessment and risk grading,
portfolio monitoring and reporting,
collections and recoveries) and ensuring
adherence to these policies;
5 recruiting, training and managing expert
risk professionals with the adequate skills,
objectives and capacity;
5 establishing the formal mandates and
authorisation structure for setting risk
parameters and approving loans;
5 performing independent quality control
of credit decisions;
5 limiting concentration risk to counterparties
and industries;
5 actively monitoring the performance of the
loan portfolios and the market trends that
could affect performance;
5 implementing adequate procedures and
controls for model risk (including the
independent validation and monitoring
of credit scoring models);
5 performing annual stress tests with
high-quality standards;
5 with regards to government programmes,
tightly controlling adherence to
eligibility criteria.
5 having adequately staffed and well trained
Collections and Recoveries department;
5 ensuring forbearance tools and policies
are fully integrated in customer life
cycle management;
5 constantly monitoring our portfolio
for credit insights that feed into the
underwriting policies/models and
decisioning infrastructure; and
5 regular pricing reviews to ensure adequate
risk-adjusted returns for our investors in
a higher interest rate environment.
Whilst our portfolios in the US and UK
are showing resilience and generally
performing well, we do take the economic
environment as a significant challenge
to our borrowers. We are adopting a
more prudent approach to credit risk and
more intense monitoring of our existing
lending volumes.
Funding Circle is entering 2024 in a strong
position from a credit risk standpoint,
capitalising on our data and experience
since our inception.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 59
Principal risks and uncertainties continued
Regulatory, reputation and conduct risk
Regulatory, reputation and conduct risk is defined as engaging in activities that detract from Funding Circle’s goal of
being a trusted and reputable company with products, services and processes designed for customer success and
delivered in a way that will not cause customer detriment or regulatory censure.
Risk appetite Funding Circle will not engage in activities that detract from its goal of being a trusted and reputable
financial services company with products, services and processes designed for customer success and delivered
in a way that will not cause customer detriment or regulatory censure.
Key risks Management of risk Change in risk in year
Regulatory risk
The risk that Funding
Circles ability to
effectively manage its
regulatory relationships
is compromised or
diminished, that the
Group’s governance and
controls framework is
not satisfactory given
business growth, or
that there is business
interruption by reason
of non-compliance
with regulation or the
introduction of business-
impacting regulation.
5 We maintain vigilance around policy
shifts, and proactively engage with
policy-makers, highlighting our platforms’
features, benefits, and impact;
5 We continue to implement and maintain
business practices and controls focused
on regulatory risk. These include controls
designed to comply with the Senior
Managers and Certification Regime in the
UK and government lending programmes
in the US;
5 We continue to focus on governance and
controls and train all employees in such
matters relevant to their role; and
5 For ESG-related risks, including DEI, social
impact and climate change, we continue to
work with service providers to assist with
integration of TCFD recommendations and
our net zero ambitions.
Regulatory focus on consumer cash held
by firms sharpens in light of rising rates.
The Retail Investor product’s trajectory
remains downward from a risk perspective,
impacted by balance reductions and debt
sales. Low residual performing balances
are anticipated by year-end 2024.
The Consumer Duty came into force
for open products on 31 July 2023 with
greater focus on consumer outcomes and
firms expected to deliver good outcomes
for retail customers in the UK. Having
reviewed the requirements we did not
see the standards impacting our already
customer-centric approach.
Increased regulation looms for ESG risks,
including mandatory disclosures and
labelling. We continue to proactively
monitor this area, and comply with all
current obligations.
Reputation risk
Operational or
performance failures
could lead to negative
publicity that could
adversely affect our
brand, business,
results, operations,
financial condition
or prospects.
We continue to implement and maintain
business practices and controls focused on
reputation management, including:
5 ensuring risk and compliance
considerations for new or iterated products
and initiatives;
5 engaging fully with regulators when
required, and external advisers in
relation to any new or iterated products
and initiatives that might impact on
customer outcomes;
5 undertaking specific projects to address
identified risk topics and issues, including
retrospective reviews, internal audit
reviews and monitoring and testing
programmes; and
5 updating and refining our approach to issue
and risk identification and management.
Our newest product, FlexiPay, while
successful, presents potential challenges
as it scales, including increased operational
complexity and potential reputational
risks. These factors are closely monitored
to ensure smooth operations and optimal
product performance.
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202360
Regulatory, reputation and conduct risk continued
Key risks Management of risk Change in risk in year
Conduct risk/treating customers fairly
Funding Circle’s
activities (or the
failure to satisfactorily
perform its activities)
could impact the
delivery of fair
customer outcomes.
5 Complying with applicable laws and
regulations, and ensuring positive
customer outcomes, continue to be
fundamental priorities for Funding Circle.
5 Conduct rules and Consumer Duty training
has been developed and rolled out across
the UK business.
5 Compliance Monitoring and Testing and
Internal Audit functions continue to test
to provide assurance that our activities
and processes are designed to deliver fair
customer outcomes.
5 We have a dedicated Business Support
Team incorporating our Complaints
Handling Team and a specific team
focused on vulnerable customers.
Despite the challenges of oversight and
monitoring of employees and controls in
a hybrid environment, we do not consider
this risk to have increased.
Operational risk
Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from
external events.
Risk appetite Funding Circle will operate well managed processes with reliable performance and effective controls
preventing significant and non-anticipated operational risk losses.
Key risks Management of risk Change in risk in year
Process risk
Failure to originate
and service loans
in line with Funding
Circle internal policies,
investor guidelines
and third party loan
guarantees (e.g. the
British Business Bank)
may result in Funding
Circle repurchasing
loans from investors.
The risk of operational
incident could impact
the ability to originate
new loans or the
ability to service loans
through collections
from borrowers and
return of money
to investors.
We actively manage process risk by:
5 continuing to automate key controls;
5 performing robust first-line quality
assurance and secondary checks on
manual processes;
5 monitoring and testing of key controls;
5 reviewing key risk indicators as part of the
Business Unit Operational Risk Committee;
5 reporting, reviewing and resolving
operational errors;
5 performing independent quality control
checks and ensuring highlighted issues
are resolved;
5 implementing adequate policies and
procedures;
5 providing training and education on risk
culture and risk management; and
5 performing supplier due diligence and
undertaking ongoing performance
monitoring of key suppliers.
Building upon the effectiveness of our
established first-line of defence controls,
we sustained a stable process risk profile
over the past year.
In addition, we carry out independent quality
checks to ensure that all loans originated
(unsecured and government schemes) are
compliant with loan eligibility requirements.
The forecasted growth in Funding Circle’s
FlexiPay product potentially increases
operational and third party reliance risk.
We also perform external assurance over
our internal controls with satisfactory
reports for FY 2023:
5 United Kingdom — We (alongside
our auditors PWC) undertake the
International Standard on Assurance
Engagements (ISAE 3402) Control
Report to provide assurance; with no
exceptions to note.
5 United States — Alongside our auditors
Grant Thorton, Funding Circle USA
(“FCUS”) tests its controls in accordance
with the Service Organisations Control
Assurance (SOC 1 Type 2) Report.with
no exceptions to note.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 61
Principal risks and uncertainties continued
Operational risk continued
Key risks Management of risk Change in risk in year
Financial crime
Risk of regulatory
breach, financial
loss or reputational
damage arising from a
failure to adequately
manage or prevent
money laundering,
terrorist financing,
bribery and corruption,
or to comply with
sanctions regulations.
5 Complying with the laws and regulations
designed to counter money laundering,
terrorist financing, corruption and bribery is
fundamental to Funding Circle’s operations.
5 The Board has adopted policies to
address financial crimes that have been
implemented by Business Units through
formal standards and procedures.
5 We have a dedicated Financial Crime
Operations team within the first line of
defence that is advised, challenged and
monitored by the second-line Financial
Crime Compliance team.
In the UK, the growth of the FlexiPay
product may add complexity and risks
related to money laundering and fraud
as the product scales. We continue to
undertake rigorous fraud, anti-money
laundering and Know Your Customer
checks as part of our processes; however,
further improvement and iteration will be
required as the product matures.
Client money risk
Failure of Funding
Circle to adequately
protect and segregate
client money may
lead to financial loss,
reputational damage
and regulatory censure.
Funding Circle holds funds for retail and
institutional investors in segregated
client money bank accounts in line with
the Financial Conduct Authority’s CASS
regulations. We continue to manage the
risk through:
5 a monthly CASS governance sub-
committee attended by the CFO, (the
Senior Manager responsible for CASS
Compliance) focused on providing
oversight and challenge regarding the
effectiveness of client money controls,
making decisions in relation to client
money and reviewing management
information and regulatory returns, as well
as reviewing risks and mitigating controls
when introducing new product cash flows
into client money framework;
5 oversight from the Funding Circle Ltd Board
including an Annual Report and quarterly
management information, prepared for
and approved by the Senior Manager with
responsibility for the firm’s compliance with
CASS. The FCH Board also reviews client
money arrangements and highlights key
risks and steps to mitigate;
5 specific compliance monitoring activity;
5 periodic internal audit reviews covering
governance and control over client
assets; and
5 annual CASS external audit providing an
opinion on compliance with the CASS rules.
In 2023, we have maintained a robust
control environment in relation to
payment creation, payment authorisation,
reconciliation review and monthly reporting.
Controls implemented in the prior year
for the late payment money flow are
embedded in the control environment, and
we continue with best practices in relation
to the holding and treatment of client
money and perform reconciliations daily.
The FCA’s increased focus on client
assets continued during 2023 and the
considerations given to the published
Dear CEO” letter in 2020, addressing
the increased client money balances,
continued to be monitored by the UK
Board. Proactive contact continued to be
made with our retail investors to create
awareness of funds available to withdraw,
and we saw the balance held continue to
reduce throughout 2023.
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202362
Technology risk
Technology Risk refers to the potential negative consequences that can arise from the use or implementation of
technology, including hardware, software, and data management systems. Technology risks can arise from a variety
of sources, including hardware failures, software bugs, cyber attacks, data breaches, and user errors. In response
to evolving threats and the rise of Generative Artificial Intelligence (Gen AI), Technology risk has been designated
a “Principle Risk” for 2024, ensuring stringent oversight and proactive mitigation.
Risk appetite Funding Circle will manage its Technology, Data, and Security risks with effective controls, preventing
significant and non-anticipated loss of confidentiality, integrity and availability of systems and data.
Key risks Management of risk Change in risk in year
Technology risk
Failure of the
technology platform
could have a material
adverse impact on
Funding Circle’s
business, results of
operations, financial
condition or prospects.
5 Technology has always been at the heart of
Funding Circle. With the rise of Gen AI and the
evolving nature of threats, the Risk Committee
took the decision to upgrade Technology Risk
as a standalone Principal Risk to enhance its
oversight in 2024 and beyond.
5 We continue to make significant investments
in our technology platform to ensure
it is resilient and scalable to support
business growth.
Technology risk and technical
resilience continue to improve with
more robust testing capabilities
in place to support changes
before production implementation
Nevertheless, we remain committed
to exploring additional opportunities to
further strengthen our approach.
We have also improved our technology
automation, alerting and incident
response capability to maintain a stable
platform to enable business growth,
scalable products and services.
Information security
Failure to protect the
confidential information
of Funding Circle’s
borrowers, investors
and IT systems may
lead to financial loss,
reputational damage
and regulatory censure.
5 Information security is a priority for Funding
Circle as a technology-driven company.
As such we maintain in-depth defence
with a multi-layered control infrastructure.
5 Information security has a direct line of
sight to the Board via the Technology Risk
Committee, Operational Risk Committee and
Executive Risk Committee which feed into the
Board Audit and Risk Committee.
In 2023, we continued to see
improvements in our information
security infrastructure with a strong
focus by the FCH Board.
We have increased our overall security
maturity and continue to adapt our
information security controls as the
threat landscape continues to evolve.
Data risk
Failure in our ability to
acquire, use, secure
and transform our data
assets could result
in adverse material
impacts across
Funding Circle.
5 Our data risk management framework is
aligned to the Funding Circle ERMF.
5 Data risks are appropriately managed, based
on materiality, and are escalated to the
Business Unit Technology Risk Committee.
We continue to mature and embed
our data governance framework and
organisational structure to manage
data risk including the implementation
of new tools to maintain the standards
of documentation, clarity and integrity
of our data.
Protecting our customer and
employee data, in particular personally
identifiable information, is a high
priority, and we take appropriate
measures to prevent loss or breaches.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 63
Viability statement
In accordance with the UK Corporate Governance Code (the “Code”),
the Directors have assessed the future prospects and viability of
the Group for a period significantly longer than 12 months from the
approval of the financial statements.
Assessment of prospects
The Directors have determined that
a three-year period to 31 December
2026 constitutes an appropriate
period over which to perform the
assessment as:
5 it is consistent with the Group’s
medium-term planning process;
5 it represents a period over which
there is a reasonable degree of
confidence in the reliability and
accuracy of forecasts; and
5 periods beyond this point in a
high-growth business like Funding
Circle are significantly harder to
predict accurately.
The Group’s overall strategy and
business model, as set out on
pages 18 to 19, and 12 to 13, are
fundamental in driving the growth
of the business and therefore its
future prospects. The key factors
that are likely to affect the future
prospects of the Group, aside from
macroeconomic factors, include the
ability to:
5 develop and introduce new
lending products;
5 grow awareness of the Funding
Circle brand in order to attract
more businesses to our platforms;
5 diversify and increase funding
from a variety of investors in
order to meet future borrower
demand; and
5 continue to invest in data
analytics and technology
leading to innovation, expanded
datasets, enhanced credit models,
better customer experience
and a greater conversion rate
of applicants.
Funding Circle’s future prospects
are assessed through the Group’s
strategic planning process. The
strategic planning process involves
a detailed review of the medium-
term plan by the CEO and CFO.
This is done in conjunction with
the Global Leadership Team,
consisting of regional and functional
leaders, together with a review and
discussion by the Board.
The strategic plan starts with the
Group’s 2024 annual budget which is
subject to reforecasting periodically
through the year. The budget is
extended into the second and third
year of the plan using the Group’s
various drivers and expected growth
rates experienced across the Group.
Progress against the financial budget
and forecasts is then reviewed each
month by the Global Leadership
Team and reported to, and
challenged by, the Board.
Key assumptions
The key assumptions underpinning
the strategic plan (before severe but
plausible scenarios) include:
5 there is sufficient investor funding
in place to support projected
growth in originations;
5 there is a successful exit from the
US loans business;
5 levels of marketing spend,
the number of applications,
conversion rates, average loan
sizes and mix of product channels
which drive originations and loans
under management (“LuM”);
5 levels of repayments,
prepayments, defaults and
recoveries which drive
movements in LuM;
5 expected yields on loans
originated and service fee charges
which drive fee income;
5 interest income receipts and
interest expenses related to our
investment vehicles which drive
net investment income;
5 costs across geographies with
specific focus on fixed costs and
those that fluctuate with income
such as marketing costs;
5 headcount consideration across
functions and departments given
it is the Group’s largest cost;
5 an assumption of continued
investment in the Group’s IT
infrastructure and its product
set but with the expectation of
no fundamental breakdown in
the IT infrastructure or major
data loss; and
5 review in the context of indicative
market share in the UK.
Following the disruption to all SMEs
caused by various macroeconomic
events such as the war in Ukraine
and events in the Middle East, energy
prices and inflation, we expect that
the economy and SMEs have limited
recovery from the current market
conditions over the medium term.
We have not assumed further
government stimulus packages over
the medium term.
Assessment of viability
The output of the medium-term
plan reflects the Directors’ best
assessment of the future prospects
of the Group over the next
three years.
As part of this assessment, the
Directors have considered and
carried out a robust assessment
of the principal risks as set out on
pages 56 to 63. They have also
considered the potential impact of
the risks on the viability of the Group
with specific focus on shorter-term
liquidity needs and its availability,
including liquidity currently tied
up in investment products. The
Group currently holds £170 million
of unrestricted cash together with
£64 million equity invested in loans.
The financial plan was subject to
differing scenarios to assess those
risks and quantify the financial
impact on the Group. The Group
also operates liquidity and capital
guardrails that it monitors which
are of particular importance in the
shorter term.
STRATEGIC REPORT
Funding Circle Holdings plc | Annual Report and Accounts 202364
The scenario that represented the
most severe but plausible scenario
was modelled as described below.
This sensitivity took into account
the likely mitigating actions to
the operations. The scenario
is hypothetical and severe but
designed to stress the business
model and the viability of the Group.
Severe but plausible scenario
Under a severe downturn it is
expected that:
5 there would be a short-term
period in year one where there
would be significantly reduced
transaction fees earned, driven
by increased inflation and
interest rates, alongside a large
operational risk event impacting
the Group;
5 following a further severe global
downturn there would be a
significant increase in the number
of borrowers defaulting impacting
LuM and our invested capital
cash flows;
5 the returns for investors would
be negatively affected by the
widening of discount rates and
deterioration of loan performance
resulting in a withdrawal
of funding;
5 this in turn would reduce the
level of originations unless
higher incentives were offered to
investors to continue funding; and
5 over the medium term originations
are subdued with LuM and
servicing fees consequently
negatively affected.
A further subset of risks, including
the reduction in trust from both
borrowers and investors, has
also been considered within this
scenario. We considered whether
environmental stress would
materially impact the Group but
consider the existing stresses above
would be more material to the near to
medium term.
The mitigating actions that would
be taken by management include a
reduction in the overall marketing
and salary spend through hiring
freezes, a tightening of the credit
models to improve the levels of
return for investors and increased
costs of borrowing for SMEs. Our
medium-term plan assumes we
continue to be the sole equity funder
of FlexiPay.
In a stressed scenario, a further
management action is that we
would curtail the growth of
FlexiPay and this would reduce
the level of investment required by
Funding Circle.
Links to principal risks and
uncertainties
5 Strategic risk
5 Credit risk
5 Liquidity risk
Going concern and viability
The stress testing confirmed that the
Group’s forecast net cash position
remained positive and that none
of the scenarios would threaten
the viability of the Group over the
assessment period or the Group’s
financial covenants and regulatory
capital requirements.
In all cases including the severe
but plausible scenario above, with
appropriate management actions,
the scenarios were controllable to
mitigate the impact on the Group’s
liquidity for the broader assessment
of the Group’s viability.
The shorter term projections within
the Group’s strategic plan are also
used to assess the Group’s ability
to operate as a going concern. As at
31 December 2023, the Group had
net assets of £247 million, together
with unrestricted cash of £170 million
and £64 million of invested capital,
some of which could be monetised
if liquidity needs arise. At all times
during the assessment, and after
stress scenarios are modelled, the
Group retains sufficient financial
resources.
The Group has financial covenants
with institutional investors for
servicing agreements for which
there are unrestricted cash, tangible
net worth and debt to tangible net
worth ratios. At all times through
the forecast period, and after stress
scenarios, the Group remains within
the required levels.
Based on this assessment, the
Directors have a reasonable
expectation that the Group will be
able to continue in operation and
meet its liabilities and obligations
as they fall due over the period to
31 December 2026 as well as for at
least the next 12-month period from
the date of this Annual Report.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 65
Corporate
governance
67 Introduction from the Chair
68 Board of Directors
70 Corporate governance report:
Key Board activity
Board effectiveness review
81 Report of the Nomination Committee
84 Report of the Audit Committee
90 Report of the Risk and
Compliance Committee
92 Report of the ESG Committee
94 Directors’ remuneration report
106 Annual report on remuneration
117 Report of the Directors
120 Statement of Directors’ responsibilities
in respect of the financial statements
CORPORATE GOVERNANCE
Funding Circle Holdings plc | Annual Report and Accounts 202366
I
am delighted to introduce
Funding Circle’s Corporate
Governance Report for the
financial year ended 31
December 2023.
As a Board, we are committed to
maintaining a strong and resilient
corporate governance foundation
that ensures Funding Circle is a
successful, sustainable business that
benefits all our stakeholders over the
long term.
Board activities
In 2023, the Board has focused
on Board and senior management
succession planning, Remuneration
Policy review, Group strategy,
Committee governance
enhancements and ESG strategy and
reporting, including approving our
revised ESG framework. We cover
these updates within the respective
delegated Committees’ reports later
in this report.
Board Succession
Eric Daniels will be retiring from
the Board at the 2024 AGM. As
mentioned further in the Nomination
Committee Report, the Board’s
composition will be reviewed this
year in order to address the issue of
independence and to ensure that the
appropriate skills and experience are
present to support the Company’s
new strategic direction.
Committee structure changes
Our Board Committees do much
of the heavy lifting to ensure that
we are applying high standards
of corporate governance at
Funding Circle. Our reputation, our
sustainability and our impact depend
on a robust system of oversight
and controls across all areas of risk
(including financial and operational),
compliance and regulation. It is for
this reason that the Board reviewed
our Board Committee composition
during the year and resolved to
consolidate our separate Audit and
Risk and Compliance Committees
into one single Audit & Risk
Committee effective 1 January 2024.
This governance structure change
allows the newly formed Committee
to have robust oversight over the
Group’s internal controls and risk
management systems in a more
effective and efficient manner.
I hope you find the Corporate
Governance Report informative.
The Board will be available at the
Annual General Meeting to respond
to any questions you may have on
this Report.
Andrew Learoyd
Chair
14 March 2024
Introduction
from the Chair
Andrew Learoyd
Chair
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 67
CORPORATE GOVERNANCE
Board of Directors
1
5
9
2
6
10
3
7
11
4
8
1. Andrew Learoyd
R
D
N
E
Chair of the Board
Term of office: Appointed to the Board as a Non-Executive Director
in February 2010 and became Chair of the Board in May 2016.
Independent: On appointment.
Skills and experience: Andrew spent 23 years working in investment
banking as a research analyst, in corporate finance, in equity capital
markets and finally as Chief Operating Officer of the Equities Division
in Europe of Goldman Sachs. He retired as a Managing Director of
Goldman Sachs in 2006. Andrew has been involved as an angel
investor, Non-Executive Director and consultant to several start-up
businesses. Andrew was previously a Non-Executive Director of
Threshold Sports Limited until the end of 2023.
External appointments: Andrew is also an independent Non-
Executive Director of Funding Circle Ltd. and is a Director of WLG
Learning Ltd which provides educational services for children with
special learning disabilities.
2. Lisa Jacobs
D
Chief Executive Officer
Term of office: Lisa was appointed to the Board as Chief Executive
Officer on 1 January 2022.
Independent: Not applicable.
Skills and experience: Lisa joined Funding Circle in 2012 and was
previously UK Managing Director and Chief Strategy Officer. Prior
to Funding Circle, Lisa worked as a Management Consultant, both
independently and for the Boston Consulting Group, where she had a
financial services focus. She has had roles in NGOs in Tanzania and
India.
External appointments: None.
3. Samir Desai CBE
Founder, Non-Executive Director
Term of office: Samir co-founded Funding Circle in 2010 and was
previously Chief Executive Officer. He transitioned to a Non-
Executive Director role in January 2022.
Independent: No.
Skills and experience: Prior to founding Funding Circle, Samir was
a Management Consultant at the Boston Consulting Group and an
Investment Executive at Olivant, a private equity firm that invests in
financial services businesses in Europe, the Middle East and Asia. In
2015, Samir was awarded a CBE for services to financial services.
External appointments: Samir is the CEO and Founder of Super
Payments Holdings and Super Payments Ltd.
4. Oliver White
D
Chief Financial Officer
Term of office: Oliver was appointed to the Board as Chief Financial
Officer on 15 June 2020.
Independent: Not applicable.
Skills and experience: Oliver has spent the majority of his 30 years
experience working in financial services, payments and lending.
He joined from Vanquis Bank where he served as Chief Financial
Officer. He was formerly the Chief Financial Officer at Barclaycard,
where he managed a global business with combined assets of
£40 billion, £5 billion of revenues and £1.6 billion of profits. Oliver is a
chartered management accountant and holds an MBA from Warwick
Business School.
External appointments: None.
CORPORATE GOVERNANCE
Funding Circle Holdings plc | Annual Report and Accounts 202368
5. Eric Daniels
A
RC
Non-Executive Director
Term of office: Eric was appointed to the Board as a Non-Executive
Director in September 2016. He was Chair of the Risk and Compliance
Committee until December 2023, when it was replaced by the joint
Audit & Risk Committee in January 2024.
Independent: Yes.
Skills and experience: Eric was previously Group Chief Executive
Officer of the Lloyds Banking Group, the FTSE 100 listed banking
group, retiring in 2011. Prior to joining Lloyds in 2001, he spent 25
years with Citigroup in a range of management positions.
Eric holds a Master of Science in Management from the
Massachusetts Institute of Technology and a Bachelor of Arts in
History from Cornell University.
External appointments: Eric is currently a Non-Executive Director
of Russell Reynolds Associates. He also advises a number of private
companies.
6. Geeta Gopalan
RC
A
N
D
Senior Independent Director
Term of office: Geeta was appointed to the Board as a Non-
Executive Director in November 2018. She became Chair of the
Audit Committee in November 2018 and Chair of the joint Audit &
Risk Committee in January 2024. Geeta was appointed as Senior
Independent Director in May 2021.
Independent: Yes.
Skills and experience: Geeta has over 25 years of experience of
financial services and retail banking, particularly payments and
digital innovation. Geeta was formerly Executive Chair of Monitise
Europe. Among the many roles in her career, Geeta was Director of
Payment Services with HBOS plc and previously Managing Director,
UK Retail Bank and Business Development Head EME at Citigroup.
She is a chartered accountant. Geeta was previously a Non-
Executive Director at Dechra Pharmaceuticals until January 2024.
External appointments: Geeta serves as Non-Executive Director of
Virgin Money UK PLC (formerly CYBG plc) (where she is Chair of the
risk committee) and serves as a Non-Executive Director of Intrum AB.
Geeta is also a Trustee for the Old Vic Theatre.
7. Hendrik Nelis
Non-Executive Director
Term of office: Hendrik was appointed to the Board as a Non-
Executive Director in September 2013.
Independent: No.
Skills and experience: Hendrik joined Accel in 2004 and focuses on
software, fintech and consumer internet companies. He led Accel’s
investments in KAYAK (NASDAQ: KYAK, acquired by Priceline),
Showroomprive (EPA: SRP), Funding Circle (LON: FCH), Callsign,
Celonis, CHECK24, Instana, Miro and Zepz.
Hendrik started his career in Silicon Valley as an engineer at
Hewlett-Packard before founding a venture-backed software
company. He is from the Netherlands and graduated from Harvard
Business School and Delft University of Technology.
External appointments: Hendrik serves as Manager, Partner Director
and/or Member at a number of Accel entities, as well as a Director or
supervisory board member of several other private companies.
8. Neil Rimer
E
Non-Executive Director
Term of office: Neil was appointed to the Board as a Non-Executive
Director in March 2011.
Independent: No.
Skills and experience: Neil is a Co-Founder and Partner of Index
Ventures. Before starting Index Ventures, he spent four years with
Montgomery Securities in San Francisco. Neil was previously a
Director of Photobox Holdco Limited, Supercell Oy and The Climate
Corporation.
External appointments: Neil is currently a Director on various boards
of companies based in the UK, Europe, the Cayman Islands and the
US including Raisin GmbH, Nexthink SA, Pitch Software GmbH, Sofia
Holdings Limited, Taxfix GmbH and Typeform S.L. He is also the Co-
Chair of Human Rights Watch.
9. Helen Beck
RC
E
N
R
Non-Executive Director
Term of office: Helen was appointed to the Board as a Non-Executive
Director in June 2021.
Independent: Yes.
Skills and experience: Helen has over 25 years of experience in
financial services, particularly in remuneration design, regulation
and human resources. Helen was formerly a Partner at Deloitte and,
among her previous roles in her career, Helen was Global Head of
Reward at Standard Bank and Head of McLagan Europe (part of Aon)
and held roles in human resources at Fidelity International. Helen
was also previously a Non-Executive Director of Irwin Mitchell until
September 2023.
External appointments: Helen serves as Non-Executive Director
of Ashmore Group PLC (where she is Chair of the remuneration
committee), and independent member of the Remuneration
Committee of Charles II Realisation LLP. Helen is also a Governor of
the University of Bedfordshire and an independent member of the
remuneration committee for The British Olympic Association.
10. Matthew King
R
A
E
Non-Executive Director
Term of office: Matthew was appointed to the Board as a Non-
Executive Director in May 2021.
Independent: Yes.
Skills and experience: Matthew has over 36 years of experience
in financial services. Having qualified as a solicitor with Slaughter
and May, Matthew held a number of risk management positions with
HSBC over a 15-year period across Asia, Australia, the Americas and
Europe.
External appointments: Matthew is also the Chair of Funding Circle
Ltd’s Board. Matthew is currently Non-Executive Chair of Savannah
Resources plc, an AIM-listed mining and exploration company.
11. Lucy Vernall
D
Company Secretary, General Counsel
and Chief People Officer
Term of office: Lucy was appointed Company Secretary in July 2014.
Independent: Not applicable.
Skills and experience: Lucy is responsible for the People, Legal and
Compliance functions of the business, in addition to being Company
Secretary. Prior to joining Funding Circle in 2014, Lucy was one of
the founder members of Kemp Little LLP, a technology focused City
law firm. She was Managing Partner of the firm from 2009 until 2011,
when she became Wonga’s first General Counsel.
External appointments: Lucy serves on the board of the charities
Bardhan Research and Education Trust of Rotherham and The
Emerson Trust.
Board Committees
Audit Committee
Remuneration Committee
Nomination Committee
Risk and
Compliance Committee
ESG Committee
Market Disclosure
Committee
Committee Chair
A
R
N
RC
E
D
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 69
Corporate governance report
Key Board activity
Attendance and schedule of meetings for 2023
Our Board meetings are planned around key events in the corporate calendar which include the half-year and full-
year results, the Annual General Meeting (“AGM) and a full day strategy meeting. The Board also receives a monthly
management financial report. The Chair and Non-Executive Directors have had the opportunity to have regular
discussions without Executive Directors present.
The table below sets out attendance at Board meetings in 2023. There were eight Board meetings in total held
throughout 2023 which included the strategy meeting in October. The Board schedule remains flexible with additional
meetings scheduled as and when required. Attendance for the Committee meetings can be found in each of the
Committee reports on pages 81 to 105.
Director No. of meetings Attendance
Andrew Learoyd 8/8 100%
Lisa Jacobs 8/8 100%
Oliver White 8/8 100%
Eric Daniels 8/8 100%
Geeta Gopalan 8/8 100%
Hendrik Nelis 8/8 100%
Neil Rimer 6/8 75%
Helen Beck 8/8 100%
Matthew King 8/8 100%
Samir Desai 7/8 87.5%
Matters reserved for the Board
The Board has adopted a formal schedule of matters reserved for its approval and delegated other specific
responsibilities to the Committees. Each Board Committee has written Terms of Reference which define the role and
responsibilities of the Committees and these are reviewed, along with the schedule of matters reserved for the Board,
annually to ensure they are fit for purpose. In December 2023, for example, the Terms of Reference for the newly
merged Audit and Risk Committee was approved. The schedule of matters reserved for the Board and the Terms of
Reference for all our Committees can be found here: https://corporate.fundingcircle.com/investors/governance.
CORPORATE GOVERNANCE
Funding Circle Holdings plc | Annual Report and Accounts 202370
Q1 2023 (January – March):
5 Full-year results announcement
5 Approval of Annual Report and Accounts
and AGM Notice
5 Investor relations update
5 Review of key policies
5 Technology review
5 KPIs and milestones
5 Employee engagement
update
5 Customer deep dive
5 Broker refresh
Q3 2023 (July – September):
5 Half-year results (including reforecast)
5 Approval of ESG framework
5 Approval of 2023 risk appetite
5 People deep dive
5 Technology update
Q2 2023 (April – June):
5 Investor relations update
5 Held AGM
5 Technology deep dive
5 US business deep dive
5 Deep dive by newly appointed
corporate broker
5 Securitisation programme retro
5 Employee engagement update
Q4 2023 (October – December):
5 Review of audit tender results and
approval of external auditors
5 Strategy “off-site” incl. medium-term
strategic plan discussion
5 Approval of Enterprise Risk
Management Framework
5 Approval of new Audit & Risk
Committee
5 Risk and macro deep dive
5 2023 Board evaluation
5 IR and tech updates
5 2024 budget
Standing agenda
items at all Board
meetings include:
5 Governance
5 Committee reports
5 CEO report including
trading updates
5 Financial and
operational review
Activities of the Board
Our corporate governance framework
Our corporate governance framework is designed to provide the Funding Circle Group with a robust and resilient
framework through which it can be effectively directed and controlled. The Global Leadership Team (“GLT”) provides
leadership in the day-to-day management and implements the strategy approved by the Board. It is supported by
a number of executive committees which provide consistent reporting on key areas of the business. The Board has
delegated some responsibilities to its Committees; more information on this can be found on page 72. There is a flow of
information both ways between executive committees and the GLT and the Board of Directors and its Committees.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 71
Corporate governance report continued
Key Board activity continued
The role of our Committees
You can find all the information you need about the role and activities of our Committees including their governance,
key objectives and principal responsibilities in the respective Committee reports as follows:
Audit Committee on page 84;
Risk and Compliance Committee on page 90;
Remuneration Committee on page 94;
Nomination Committee on page 81; and
ESG Committee on page 92.
Market Disclosure Committee
In addition to our other Committees, we also have a Market Disclosure Committee. The Board has delegated to this
Committee the responsibility for overseeing the disclosure of information by the Company to meet its obligations under
the Market Abuse Regulation, the Financial Conduct Authority’s Listing Rules and the Disclosure and Transparency
Rules. The Market Disclosure Committee is chaired by the Company Secretary and comprises the Chair of the Board,
the Chair of the Audit & Risk Committee, the CEO, the CFO and the CRO. The Committee has at least three scheduled
meetings a year and ad-hoc meetings when required. In 2023, the Committee met three times.
Division of responsibilities
There is a clear division of responsibilities between the Board and the GLT and the responsibilities
of the Chair, CEO, and Senior Independent Director are set out in writing, reviewed and approved
by the Board annually. The responsibilities of our key roles can be found on our website:
https://corporate.fundingcircle.com/who-we-are/corporate-governance/board-responsibilities.
Board decision making and section 172(1) duties
In our Strategic Report, we identify our key stakeholder groups and what they mean to us and set out our Section
172(1) Statement (pages 42 to 44). The Directors are fully aware of their section 172 duties (and receive training on
their duties on an annual basis). In discharging these duties, the Directors have regard to the factors set out in section
172(1)(a)-(f) of the Companies Act 2006, as well as to other factors which they consider relevant to the decision being
made (for example, the views of regulators). The Board carefully considers the Company’s purpose, mission and values
together with its strategic priorities as part of its process for decision making with an aim of ensuring that decisions are
consistent. Below are some examples of how the Directors have had regard to the matters set out in section 172(1)(a)-
(f) when discharging their duties during the year.
Principal
decision
Stakeholders
considered Boards decision-making process
Change of
corporate
broker
Shareholders This year, the Company conducted a corporate broker refresh, with management
and an appointed sub-committee of three members of the Board, including the
Chair, being involved in the process and meeting with six brokers identified by
management from an initial list of 13. Following a thorough process, management
recommended to the appointed sub-committee of the Board that Investec be
appointed, in place of Goldman Sachs, as joint broker for the Company alongside
Deutsche Numis. The key reasons for changing brokers were:
5 to replace a bulge bracket bank generally most suitable for large-cap
international public companies with a mid-cap or smaller broker with a UK focus
and better suited to the size and requirements of the Company;
5 to help diversify and evolve the share register by providing better access to UK
institutional shareholders and small/mid-cap investors; and
5 to provide effective research distribution to retail and high net worth investors.
The consideration of stakeholders in this decision was that diversification and
evolution of the share register would improve liquidity for shareholders, reduce
share price volatility and improve the valuation in the market.
CORPORATE GOVERNANCE
Funding Circle Holdings plc | Annual Report and Accounts 202372
Principal
decision
Stakeholders
considered Boards decision-making process
Senior debt
facility to
deliver on
FlexiPay’s
strategy
Borrowers
Investors
Shareholders
Circlers
In June 2023, the Company entered into a secured senior debt facility to fund new
originations of drawn credit under FlexiPay lines of credit, with Citibank providing the
senior financing and Funding Circle providing the junior funding.
FlexiPay plays a vital role in fulfilling our purpose, mission and strategy and achieving
the strategic pillars of our medium-term plan so the decisions around how to
progress and develop this new product have been made with all our stakeholders in
mind but, in particular, our borrowers, as we enable them to spend and pay as well
as borrow longer term with our term loan product; our Circlers, who are key to the
development, implementation and management of the product; and our communities
which rely on the SMEs that get their funding through us to win.
ESG framework Borrowers
Investors
Shareholders
Circlers
Government and
regulators
Communities
The Board is committed to ensuring the impact of the Company’s operations on
the community, its stakeholders and the environment is a positive one. A key
focus of the ESG Committee in 2023 was to agree a revised ESG framework for
recommendation to the Board. This was approved by the Board in July 2023.
The ESG Committee used its role to offer challenge on the clarity of goals, the
level of ambition and strategy, and to ensure focus on execution against the ESG
framework. Investor, shareholder and government stakeholder considerations
related to primarily to emissions reporting, climate risk management, peer
benchmarking and reporting obligations. Other stakeholder areas of consideration
and focus included social impact initiatives aimed at borrower customers and
communities as well as increased transparency related to ESG-related policy
statements for all stakeholders and continued support for Circler Groups.
To read more about the ESG framework, see page 22 of the Strategic Report.
Updating our
Enterprise Risk
Management
Framework
Borrowers
Investors
Shareholders
Circlers
Government and
regulators
In 2023, the Board, in conjunction with the Board’s Risk and Compliance
Committee, reviewed the Group’s principal risks as outlined in its Enterprise Risk
Management Framework. A decision was made to make technology, data and
security risk a principal risk of the Group rather than continuing as a risk under
operational risk. The Board is responsible for approving the level of risk acceptable
under each principal risk category, whilst providing oversight to ensure there is
an adequate framework in place for reporting and managing those risks. Given
the strategic importance of tech, security and data, failure to manage the risk
appropriately would put us and our stakeholders at risk financially, operationally,
and reputationally and moving this to a principal risk demonstrates why the Risk
and Compliance Committee reviews the Group’s principal risks and risk appetite
regularly.
Audit
tender outcome
Borrowers
Investors
Shareholders
Government and
regulators
The Audit Committee conducted an external audit tender process, in line with
best practice, as its existing auditors, PwC, had been in place since 2015 and
the existing audit partner was required by regulations to rotate off after 2023.
Following a rigorous and transparent tender process, two firms, PwC and BDO,
were shortlisted and the Board agreed, upon the recommendation of the Audit
Committee, to retain PwC as Funding Circle’s Group external auditors with a new
audit partner taking over from Nick Morrison following the 2023 audit. Ensuring
auditor independence is critical in supporting Funding Circle’s robust financial
controls and was considered carefully when reaching the decision. Additionally,
Funding Circle’s reputation is paramount to its success in Borrowers and Investors
wanting to do business with us, and in maintaining shareholders’ confidence in the
accuracy of our financial results. More details on the audit tender process can be
found on page 88 of the Audit Committee Report.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 73
Corporate governance report continued
Principal
decision
Stakeholders
considered Boards decision-making process
Monitoring
the effects of
the external
environment
Borrowers
Investors
Shareholders
Circlers
Government and
regulators
Communities
2023 continued to show market volatility and uncertainty generated by a
challenging economic environment. The Board has closely monitored the effects
of the external environment throughout the year through regular reports on
the impact of the decision made in regards to the direction of the business on
its customers and Circlers. As a result, Funding Circle has continued to swiftly
implement credit risk changes where appropriate, maintained disciplined pricing for
loans and expanded our product offering to cater to businesses with varying credit
risk profiles or seeking shorter repayment periods.
The UK Corporate Governance Code 2018
As a premium listed company, the Company applies the principles and provisions of the UK Corporate Governance
Code 2018 (the “Code”) which can be found, in full, at www.frc.org.uk. As part of this Corporate Governance Report, we
have laid out how the Board applies each of the principles of the Code at Funding Circle. The Board takes seriously the
need for high standards of governance and aims to implement a robust corporate governance framework that works
for the Company, enabling it to achieve long-term sustainable success and its wider objectives. With this in mind, the
Company was compliant with all the provisions of the Code, except for Provisions 10, 11 and 19.
Provisions 10 and 19 provide that the Chair should not remain in post beyond nine years from the date of their first
appointment to the Board. Andrew Learoyd has served on the Board for more than nine years from the date of his initial
appointment in 2010 and therefore does not qualify, for the purposes of the Code, as independent. The Board has
always been of the opinion, as mentioned in previous Annual Reports, that Andrew’s tenure reset upon the Company’s
IPO back in 2018. Furthermore, the Directors are of the opinion that, despite his tenure on the Board, Andrew continues
to provide critical stability of leadership and support which is much needed by the Company with the current
macroeconomic environment and the delivery of the Company’s medium-term plan. The Nomination Committee has
commenced the search process for Andrew’s successor with a view to appointing a new Chair by no later than 2025
so that the new leadership of the Board can coincide with the development of the future strategic vision. Andrew will
continue as Chair until at least the end of 2024 to facilitate effective succession planning. Further detail on the Chair’s
performance and tenure and succession planning can be found in the Nomination Committee Report on page 83.
Provision 11 requires that at least half the Board, excluding the Chair, should be Non-Executive Directors whom the
Board considers to be independent. For the duration of 2023, the Board was not compliant with this provision as one
of the former Executive Directors, Samir Desai, and two large shareholder representative directors are appointed as
Non-Executive Directors and there are two Executive Directors on the Board as well. As a result, only 40% of the Board
is considered by it to be independent. The Nomination Committee will be looking at the Board’s composition in 2024 to
ensure that it aligns with the Company’s new strategic direction. Please see the Nomination Committee Report on page
83 for additional details.
In this year’s Annual Report, we have explained how our purpose, values and culture are underpinned by our approach
to the application of the principles of the Code. Without a robust corporate governance framework, we would be unable
to fulfil our mission to help SMEs win so the inextricable link between how we do business, what our stakeholders mean
to us, our values and the importance of good, strong governance is demonstrated in the following pages as we explain
how we have applied the principles of the Code.
Key Board activity continued
CORPORATE GOVERNANCE
Funding Circle Holdings plc | Annual Report and Accounts 202374
Board leadership and company purpose
Principle A.
A successful company is led by
an effective and entrepreneurial
board, whose role is to promote the
long-term sustainable success of
the company, generating value for
shareholders and contributing to
wider society.
Funding Circle’s purpose is to help SMEs win which is underpinned by
several values including “Make it Happen” and “Live the Adventure” which
ask Circlers to embrace the founding entrepreneurial spirit with which
Funding Circle was established. The Board embraces these values as part
of its decision-making process which is always in the long-term sustainable
interests of the Company to generate value for shareholders and the
wider society.
Principle B.
The board should establish the
company’s purpose, values and
strategy, and satisfy itself that
these and its culture are aligned.
All directors must act with integrity,
lead by example and promote the
desired culture.
Information on the Company’s purpose, values and strategy are set out in the
Strategic Report on pages 2 to 5.
Funding Circle is dedicated to implementing and maintaining the highest
standards of behaviour, ethics and integrity among its workforce, and to
creating a culture where adherence to these standards is recognised and
rewarded. All Directors on the Board, along with all Circlers, sign up to the
FC Code of Conduct which outlines these standards. The Code of Conduct
supports our mission and complements our values against which performance
is appraised, providing guidance on the conduct expected of each individual.
Principle C.
The board should ensure that the
necessary resources are in place for
the company to meet its objectives
and measure performance against
them. The board should also
establish a framework of prudent
and effective controls, which enable
risk to be assessed and managed.
The Board delegates oversight and management of risk to the Risk and
Compliance Committee which regularly reviews the ERMF. This will be
delegated to the new Audit & Risk Committee as of 2024. Further information
on the assessment and management of risk can be found on page 53.
The Board is comfortable that sufficient resources are in place for the
Company to meet its objectives and measure performance against them. As
the Company grows and seeks to achieve its medium-term plan, the Board
continues to support the GLT with the implementation of objectives and key
results (“OKRs) across the whole business.
Principle D.
In order for the company to meet
its responsibilities to shareholders
and stakeholders, the board should
ensure effective engagement with,
and encourage participation from,
these parties.
Funding Circle has a wide and varied group of internal and external
stakeholders which the Board keeps in mind during all discussions. More
information about Funding Circle’s stakeholders and our newest value,
“Obsess over the Customer” can be found on page 5.
Our investor relations team supports the Board with continuous engagement
with shareholders.
The Directors have full regard to their duties set out under section 172 of the
Companies Act 2006 when making decisions. Our Section 172 Statement
can be found in the Strategic Report on page 43 and detail on Board
decision making can be found on page 72.
Principle E.
The board should ensure that
workforce policies and practices
are consistent with the company’s
values and support its long-term
sustainable success. The workforce
should be able to raise any matters
of concern.
Workforce policies and practices are regularly reviewed by the Board and
Committees and the Board is satisfied that they are consistent with the
Company’s values and support its long-term sustainable success.
Helen Beck is our dedicated Non-Executive Director for the workforce
providing a vital connection between the Board and Circlers. In 2023, Helen
attended two focus groups and met with ~30 Circlers to gain diverse views
across various departments. Further information on Helen’s activities on
workforce engagement can be found on page 93.
As part of our “Be Open” value, we want to ensure we foster an environment
where Circlers are encouraged and feel safe to freely raise issues of
concern. We have a dedicated whistleblowing process which provides
channels for Circlers to communicate and report issues of concern.
Our Audit Committee receives regular whistleblowing updates. Further
information can be found in the Audit Committee Report on page 88.
Application of the principles of the Code
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 75
Corporate governance report continued
Division of responsibilities
Principle F.
The chair leads the board and
is responsible for its overall
effectiveness in directing the
company. They should demonstrate
objective judgement throughout
their tenure and promote a culture of
openness and debate.
In addition, the chair facilitates
constructive board relations and the
effective contribution of all non-
executive directors, and ensures
that directors receive accurate,
timely and clear information.
The Board’s annual effectiveness review asks members of the Board to rate
the quality of the Chair’s leadership and how he facilitates good challenge
and debate in the boardroom. The Chair consistently receives high praise
from fellow Board members and continues to demonstrate effective
leadership and objective judgement, promoting a culture of openness and
debate, by giving each Director an opportunity to voice their opinion.
The Senior Independent Director also leads an annual review of the Chair’s
performance and tenure on behalf of the Board which concluded that the
Chair continues to provide exceptional leadership, and is effectively steering
the Board through a challenging economic environment.
Principle G.
The board should include an
appropriate combination of
executive and non-executive (and,
in particular, independent non-
executive) directors, such that no
one individual or small group of
individuals dominates the board’s
decision-making.
There should be a clear division
of responsibilities between the
leadership of the board and
the executive leadership of the
company’s business.
The Board is comprised of the Chair, two Executive Directors and seven
Non-Executive Directors which provides a good balance between the
Executives and Non-Executives on the Board.
As mentioned earlier in this report, the composition of the Board from an
independence perspective does not currently comply with the Code. The
Nomination Committee is keen to reduce the number of Directors on the
Board and improve the balance between independent and non-independent
Directors in the course of 2024, details of which are outlined in the
Nomination Committee Report on page 83.
There is a clear division of responsibilities between the executive leadership
and Board leadership. The responsibilities of our key roles can be found on
our website: https://corporate.fundingcircle.com/who-we-are/corporate-
governance/board-responsibilities.
Principle H.
Non-executive directors should have
sufficient time to meet their board
responsibilities. They should provide
constructive challenge, strategic
guidance, offer specialist advice and
hold management to account.
The attendance of Board members can be found on page 70 and Committee
attendance as part of the Committee reports on pages 81 to 94.
The Nomination Committee will review any external appointments when
considering a new Director for the Board and when a Director wishes to
take on an external appointment, the Board will assess how much of that
Director’s time the new appointment would take before approving any
appointment. The Board also reviews existing Directors’ time commitments
annually before it approves their re-appointment for recommendation to
shareholders for their re-election.
The Nomination Committee reviews whether Non-Executive Directors
continue to constructively challenge management and provide strategic and
specialist advice when reviewing the composition of the Board.
Principle I.
The board, supported by the
company secretary, should ensure
that it has the policies, processes,
information, time and resources it
needs in order to function effectively
and efficiently.
Every member of the Board has access to the Company Secretary, who
provides support and advice to the Board on all governance matters.
The Company Secretary works with the Chair to set the appropriate
number of Board meetings held in the year to discharge its responsibilities
effectively. The Company Secretary also ensures the Board has the
appropriate information presented and the resources it needs to function
effectively and efficiently.
Policies are reviewed annually by the Board and/or its Committees as
appropriate and, in the spirit of our value “Think Smart, the team regularly
reviews existing processes to ensure they are fit for purpose and support
the smooth functioning of the Board.
Key Board activity continued
CORPORATE GOVERNANCE
Funding Circle Holdings plc | Annual Report and Accounts 202376
Composition, succession and evaluation
Principle J.
Appointments to the board should
be subject to a formal, rigorous
and transparent procedure, and an
effective succession plan should
be maintained for board and senior
management.
Both appointments and succession
plans should be based on merit
and objective criteria and, within
this context, should promote
diversity of gender, social and
ethnic backgrounds, cognitive and
personal strengths.
The Nomination Committee reviews the structure, size and composition of
the Board, to maintain and develop a robust succession plan for the Board
and GLT. The Nomination Committee engages with external search agencies
when searching for candidates for the Board or the GLT.
The Company’s policy is that no individual should be discriminated against
on any of the grounds of race, ethnicity, religious belief, political affiliation,
gender, age, sexual orientation, gender assignment, marriage or civil
partnership, pregnancy and maternity or disability. This extends to Board
appointments. Additionally, in February 2024, the Board approved a Board
Diversity Policy which can be found on our website under the Nomination
Committee tab: https://corporate.fundingcircle.com/who-we-are/corporate-
governance/board-committees/
Funding Circle’s “Stand Together” value cements our commitment to
creating and sustaining a diverse workforce and inclusive environment.
More information on our approach to diversity, equity and inclusion can be
found on page 25.
Principle K.
The board and its committees
should have a combination of skills,
experience and knowledge.
Consideration should be given
to the length of service of the
board as a whole and membership
regularly refreshed.
The Nomination Committee uses a skills and experience matrix to regularly
review the structure, size and composition of the Board and its Committees,
taking into account the skills and experience, length of service and
time commitment.
The Nomination Committee is currently undergoing a board succession
review which is described in more detail in the Nomination Committee
Report on page 83.
In 2023, the Board approved, with the recommendation of the Nomination
Committee, the creation of a combined Audit & Risk Committee, replacing
the old Audit and Risk and Compliance Committees, exhibiting how the
Board continuously considers the efficacy of its Committees and its overall
governance framework.
Principle L.
Annual evaluation of the board
should consider its composition,
diversity and how effectively
members work together to
achieve objectives. Individual
evaluation should demonstrate
whether each director continues
to contribute effectively.
The Board completes an annual evaluation which comprehensively
evaluates the composition of the Board including whether the combination
of skills and experience on the Board is fit for purpose.
The evaluation also reviews how members work together to meet the
objectives set for the Board. Details of the results of the Board evaluation
can be found on page 80.
Performance of each Director is evaluated as part of the succession
planning process and an evaluation of the Chair is carried out by the Senior
Independent Director, details of which can be found in the Nomination
Committee Report on page 83.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 77
Corporate governance report continued
Audit, risk and internal control
Principle M.
The board should establish formal
and transparent policies and
procedures to ensure independence
and effectiveness of internal and
external audit functions and satisfy
itself on the integrity of financial and
narrative statements.
The Board has formal and transparent procedures in place to ensure the
independence and effectiveness of the internal and external audit functions.
An effectiveness review of both the internal and external audit functions
was completed during the year which included an evaluation of professional
integrity and independence. Further details of the evaluations can be found
in the Audit Committee Report on page 87.
The Board delegates responsibility for ensuring the integrity of the financial
and narrative statements to the Audit Committee. Further detail can be
found on pages 84 to 89.
Principle N.
The board should present a fair,
balanced and understandable
assessment of the company’s
position and prospects.
The Board has delegated to the Audit Committee responsibility for
overseeing the financial and corporate reporting and internal financial
controls of the Company and its subsidiaries. This includes reviewing the
content of the Annual Report and Accounts and advising the Board on
whether, taken as a whole, it is fair, balanced and understandable. Details of
this process and the focus of the review and of the Audit Committee’s role,
activities and relationship with the external auditors are on pages 87 to 88 of
the Report of the Audit Committee.
An explanation from the Directors about their responsibility for preparing
the financial statements can also be found in the Statement of Directors
Responsibilities on page 120. The Company’s external auditors explain their
responsibilities on pages 122 to 128.
Principle O.
The board should establish
procedures to manage risk, oversee
the internal control framework, and
determine the nature and extent of
the principal risks the company is
willing to take in order to achieve its
long term strategic objectives.
The Board retains ultimate responsibility for the Group’s systems of internal
control and risk management but has delegated in-depth monitoring of
the establishment and operation of prudent and effective controls in order
to assess and manage risks associated with the Group’s operations to the
Risk and Compliance and Audit Committees. The Risk and Compliance
Committee also monitors compliance with the ERMF. More information on
the ERMF is provided on page 55.
In December 2023, the Board reviewed our Board Committee composition
and resolved to consolidate our separate Audit and Risk and Compliance
Committees into one single Audit and Risk Committee effective 1 January
2024. This governance structure change allows the newly formed
Committee to ensure robust oversight over the Group’s internal controls
and risk management systems in a more effective and efficient manner,
removing duplication across the two legacy Committees.
Members of the GLT are responsible for the application of the ERMF, for
implementing and monitoring the operation of the systems of internal control
and for providing assurance to the Board and its relevant Committees.
The Internal Audit function provides independent and objective assessment
on the robustness of the ERMF and the appropriateness and effectiveness
of internal controls to the Board and its relevant Committees. More
information on the Internal Audit function is set out in the Audit Committee
Report on page 86.
Key Board activity continued
CORPORATE GOVERNANCE
Funding Circle Holdings plc | Annual Report and Accounts 202378
Remuneration
Principle P.
Remuneration policies and practices
should be designed to support
strategy and promote long-term
sustainable success. Executive
remuneration should be aligned to
company purpose and values, and
be clearly linked to the successful
delivery of the company’s long-
term strategy.
Our Remuneration Policy applies to the roles of Chair, Executive Directors
and Non-Executive Directors and was designed to support strategy and
promote the long-term sustainable success of the Company. The Policy
has been reviewed this year, in line with Code requirements, and is being
put forward to shareholders for approval at the 2024 Annual General
Meeting. A full version of the Policy can be found on page 98 of the
Remuneration Report.
Further information on our remuneration policies and practices and how the
remuneration is aligned to our values, culture and strategy can be found in
the Directors’ Remuneration Report on page 96.
Principle Q.
A formal and transparent
procedure for developing policy
on executive remuneration and
determining director and senior
management remuneration should
be established. No director should
be involved in deciding their own
remuneration outcome.
The Board has delegated its responsibility to the Remuneration Committee
for setting the remuneration for the Executive Directors, the Chair and
those on the GLT. No individual is present in the meeting, or segment of
the meeting, that discusses their remuneration. Please see the Directors
Remuneration Report on page 96 for more detail.
Principle R.
Directors should exercise
independent judgement and
discretion when authorising
remuneration outcomes, taking
account of company and
individual performance, and
wider circumstances.
The Board has delegated the responsibility for recommending remuneration
outcomes to the Remuneration Committee. All decisions relating to
remuneration outcomes take account of Company and individual
performance as well as wider circumstances such as ESG targets and
initiatives. Details of how the Remuneration Committee exercised its
discretion in the year can be found in the Directors’ Remuneration Report on
page 94 to 96.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 79
Corporate governance report continued
Board effectiveness review
The Board takes its continuous improvement and development very seriously and, at the end of 2023, conducted
a detailed internal effectiveness review of the performance of the Board and individual Directors. Topics included:
leadership and purpose, composition and division of responsibility, independence, board meeting progress, board
development and support, risks and controls oversight, and culture and stakeholder engagement oversight. The
evaluation process is outlined below:
Outcomes
The evaluation concluded that the Board and its Directors continue to be effective. There were constructive comments
in regards to the size, composition and succession planning of the Board which will be considered further by the
Nomination Committee in 2024. Some other areas noted for improvement, which the Board committed to addressing in
2024, included:
5 reviewing the Board agenda programme to ensure the appropriate deep dive topics and frequency are scheduled;
5 ensuring all Board members have access to all Board Committee meetings and materials even if they are not
members of those Committees;
5 encouraging further active shareholder engagement by management and the Chair; and
5 improving the tracking and reporting on a range of agreed KPIs and milestones by better building this into
management’s quarterly reporting to the Board;
Progress against actions identified in 2022 effectiveness review
Set out below is the progress in 2023 against actions identified through the 2022 Board effectiveness review:
Action for 2023 Progress
Reducing the length of Board papers . Management paper quality has significantly improved
during 2023 and feedback from the Board has been very
positive to date.
Agreeing in advance an expected agenda for the 2023
Board meetings including deep dive topics.
An action taken by the Chair is to circulate the 2024
expected Board agenda for commentary and adjust the
schedule accordingly.
Scheduling time on the agenda for the workforce
engagement Non-Executive Director to provide more
substantial updates on their work with Circlers.
The DNED for employee engagement provides regular
updates to the Board on workforce engagement matters
and this will continue in 2024.
Establishing an effective way of managing the Board’s
annual agenda plan by scheduling shorter, more
focused Board meetings for approval of half year and
full year results and longer meetings for in-depth
reviews of the key elements of our business model
and strategic direction.
The Board’s 2023 schedule had been tailored to ensure
appropriate time was scheduled for more in-depth
reviews including the strategy day held in October 2023.
This will continue in 2024.
Improving the tracking and reporting on a range of
agreed KPIs and milestones in Board papers.
This continues to remain an ongoing area for improvement
as noted in the 2023 effectiveness review feedback.
The Board discussed the value of an externally facilitated evaluation at length including the recommendation in
Provision 21 of the UK Corporate Governance Code 2018 and the value of an external evaluation from the perspective
of stakeholders. The Board decided that it was not needed at this time as the internal evaluation was rigorous with full
engagement and candid responses from Board members. Areas of improvement were identified which the Board is fully
committed to working on in 2024.
Scope and planning
The Chair and Company
Secretary met to determine the
proposed scope and approach
of the questionnaire to be
circulated for completion.
Obtaining feedback
Tailored questionnaire was
agreed and circulated by
online software to all Directors
and the Company Secretary
to gain feedback on the
Board’s effectiveness.
Analysing and reporting
The results of the questionnaire
were analysed with key themes
summarised in a final report
presented to the Board for
discussion. Actions were
agreed to take forward.
CORPORATE GOVERNANCE
Funding Circle Holdings plc | Annual Report and Accounts 202380
Report of the Nomination Committee
Introduction from the Chair
O
n behalf of the Board, I
am pleased to present the
Nomination Committee’s
Report for the year ended
31 December 2023.
The Committee met three times in
2023 which enabled us to cover all
our duties and responsibilities. In this
report, we have provided information
on the activities of the Committee in
2023 as well as the Committee’s work
on Board composition, succession
planning, diversity and evaluation.
Where we have diverted from the UK
Corporate Governance Code 2018,
we have provided a clear explanation
as to why this is the best approach for
Funding Circle at this time.
The Committee’s role and key
responsibilities are clearly defined
in its Terms of Reference which can
be found on our website at https://
corporate.fundingcircle.com/who-
we-are/corporate-governance/
board-committees/.
Board diversity
The Committee is mindful of the
importance of ensuring the Board’s
diversity in the broadest sense. With
this in mind, the Board considers the
guidance published by the Parker
Review on ethnic diversity in the
boardroom, the FTSE Women Leaders
Review (formerly the Hampton-
Alexander Review) on gender
diversity in the boardroom and the
requirements of the Code in relation
to composition and succession of
the Board. In addition, in February
2024, the Board adopted a Board
Diversity Policy which can be found
on our website.
Report of the
Nomination Committee
Andrew Learoyd
Chair of the
Nomination Committee
Members and attendance
Member Meetings Attendance
Andrew
Learoyd (Chair) 3/3 100%
Geeta Gopalan 3/3 100%
Helen Beck 3/3 100%
2023 Committee activity
February
5 Committee Terms of
Reference review
5 Succession planning for
Board and Committees
5 Board composition including
independence
5 Committee and Board
performance review results
5 Director conflicts and
NED time commitment
annual review
5 Recommendation for
Directors to stand for
re- election at the AGM
5 Review and approval of
Nomination Committee
report in 2022 ARA
July
5 GLT succession planning
5 Board composition including
independence
December
5 Recommendation of
composition of new Audit &
Risk Committee
Key activities for 2024
5 Drive forward the process
of succession planning
for the Chair of the Board
and continue succession
planning for the members
of the GLT
5 Size and shape the Board
consistent with the needs
of the Company’s new
strategic direction
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 81
Board diversity continued
DEI is a priority at Funding Circle,
which extends across the Company
at all levels. DEI is a key component
of our ESG framework, overseen
by our ESG Committee and which
works closely with the Nomination
Committee to support and oversee
the implementation of diversity
goals across the Group including at
Board level.
Group diversity statistics can be
found in the Strategic Report on
page 25. The Nomination Committee
recognises that there is still work to
be done at a senior leadership level
and discussed extensively the work
being done to improve diversity
across the Group. This extends
to the various processes to drive
diverse recruitment, alongside a
range of internal talent development
initiatives to support our efforts
such as a female empowerment
programme, emerging leaders (and
senior leadership) programmes, and
reverse mentoring.
The following comprises our reporting against the FCA’s Listing Rule targets
and requirements on diversity and inclusion on company boards and executive
management:
Gender representation in the Board and senior management –
31 December 2023
Number
of board
members
Percentage
of the board
Number
of senior
positions on
the board
(CEO, CFO, SID
and Chair)
Number in
executive
management
Percentage
of executive
management
Men 7 70% 2 6 75%
Women 3 30% 2 2 25%
TOTAL 10 8
Ethnicity Representation in the Board and senior management –
31 December 2023
Number
of board
members
Percentage
of the board
Number
of senior
positions on
the board
(CEO, CFO, SID
and Chair)
Number in
executive
management
Percentage
of executive
management
White British or
other White
(including
minority-white
groups) 8 80% 3 6 75%
Asian/Asian
British 2 20%
Other Ethnic
Group 2 25%
TOTAL 10 8
Report of the Nomination Committee continued
Skills and experience
The Nomination Committee
maintains a skills and experience
matrix which helps to review the
current skills and experience of the
Board and identify any gaps that may
need filling.
The skills and experience of the
Directors on the Board were
evaluated as part of the annual
effectiveness review and our
succession plan for the Board will
take into account the appropriate
skills and expertise to match the
Company’s new strategic direction.
Appointment and induction process
There have been no further
appointments to the Board during
2023. When it is identified that the
Board requires additional Directors,
the Committee leads a formal,
rigorous and transparent process
for appointments in accordance
with the Board Diversity Policy.
The Committee is responsible
for preparing the role description
which includes defining the specific
skills required and expected time
commitment of the role. The
Committee may engage the services
of external advisers to facilitate
the search for a candidate and
always insists on a diverse pool of
candidates for review.
Director induction programmes to the
Funding Circle Board are facilitated
by the Company Secretarial team
and overseen by the Nomination
Committee.
CORPORATE GOVERNANCE
Funding Circle Holdings plc | Annual Report and Accounts 202382
Progress on actions from 2022
Committee effectiveness review
Feedback from the 2022
effectiveness review noted that the
Committee needs to spend further
time reviewing the length of service
of Board members and establish a
clear plan for rotating Directors off
the Board. It was also agreed that
the Committee would continue to
develop and carry forward the plan
to find my successor. Work on finding
a new Chairman has now started.
It was also recommended that
Committee members should spend
some time in 2023 meeting with
direct reports of the GLT and this
was actioned during the year.
2023 Committee
effectiveness review
The Company Secretarial team
facilitated an effectiveness review
of the Nomination Committee at
the end of 2023. A comprehensive
questionnaire was distributed to
all the Committee members. All
members of the Committee and the
Company Secretary responded to
the questionnaire and engaged with
the evaluation process.
Overall, scores were good across all
elements of the questionnaire of the
Committee’s effectiveness. There
was consistent commentary amongst
all members noting that Board
succession planning, including the
Chair, must be a key priority for 2024.
Re-election
Eric Daniels has notified the Board
that he will not be standing for
re-election at the 2024 AGM. The
Committee has recommended to
the Board that the other remaining
Directors stand for re-election at the
forthcoming AGM.
Senior management succession
The Committee’s responsibilities
include making recommendations to
the Board for orderly succession for
appointments to senior management
and keeping the executive leadership
needs of the Company and its Group
under review, with a view to ensuring
they continue to compete effectively
in the marketplace.
Board succession, composition
and the year ahead
There have been no changes to
our Board since the Annual General
Meeting in 2023. Whilst the Company
is not currently majority independent,
the Committee has discussed in
depth the composition of the Board
in respect of independence and
tenure and in respect of aligning
the Board’s composition with the
Company’s needs.
The Company’s new strategic
direction, announced on 7 March
2024, is expected to result in a
leaner, simpler and more focused
organisation. I expect that these
characteristics will also be reflected
in changes to the Board over the
coming year with the Committee
committed to delivering a smaller
sized Board and further addressing
the issue of independence.
Andrew Learoyd
Chair of the Nomination
Committee
14 March 2024
Chair performance
and tenure
The Committee is conscious
that there is non-compliance
with Provision 19 of the Code
which provides that the Chair
should not remain in post
beyond nine years from the
date of their first appointment
to the Board. An explanation
as to why the Board does not
currently comply with this
Provision of the Code can
be found in the Corporate
Governance Report on page 74.
The matter of Andrew’s
tenure on the Board has
been discussed at length
by the Committee. The
Committee and the Board
unanimously agree that Andrew
continues to provide critical
stability of leadership. The
Committee has commenced
the search process for
Andrew’s successor with the
appointment of an external
adviser and plans to appoint
a new Chair by March 2025.
The Committee intends to have
a smooth transition between
Chair roles to ensure the right
level of support and stability
of leadership is maintained
throughout.
Geeta Gopalan
Senior Independent Director
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 83
Key highlights 2023
5 Reviewing the integrity of the
half-year and full-year financial
statements, ensuring they were
fair, balanced and understandable,
considering significant accounting
judgements, estimates and
disclosures, the impact of the
macro economic environment and
the Group’s ability to continue as
a going concern, together with its
viability disclosures.
5 Challenging, monitoring and
evaluating the effectiveness of
both financial and non-financial
controls in the Company.
5 Completing in-depth evaluations
on the effectiveness of the
Internal Audit team and
external auditors as well as the
Committee itself.
5 Recommending to the Board the
approval of external auditors’ fees.
5 Undertaking an external audit
tender process and recommending
reappointment of PwC as external
auditors after due consideration of
the shortlisted participants.
5 Approval of creation of joint Audit
& Risk Committee, effective 1
January 2024.
2024 audit-related priorities for
the joint Audit and Risk Committee
5 Successfully embed the joint Audit
and Risk Committee’s matters
reserved into its inaugural annual
meeting cycle.
5 Continue to assess accounting
judgements and estimates,
particularly in relation to a
provision for expected credit
losses on FlexiPay lines of credit
as well as the new product
launches as they mature and grow
in volume.
5 Continue to review the Group’s
internal financial controls and
internal control systems to ensure
they continue to develop in line
with the Group’s business.
5 Continue to monitor and
oversee the performance and
independence of both Internal and
External Audit teams.
Committee composition,
skills and experience
The membership of the Committee
complies with Provision 24 of
the Code, requiring a minimum
membership of two independent
Non-Executive Directors not
including the Chair of the Board. For
more information on the roles and
responsibilities of the Committee,
please see our Terms of Reference at
https://corporate.fundingcircle.com/
who-we-are/corporate-governance/
board-committees.
All members of the Committee have
relevant financial experience across
banking and financial services,
demonstrating competency relevant
to the sector in which Funding Circle
operates, including the Committee
Chair who is a Chartered Accountant.
Every Committee agenda schedules
some time for Committee members
to privately discuss matters with the
external and internal auditors, who
regularly attend all meetings, without
management present.
As Funding Circle Ltd (“FCL) is
authorised and regulated by the
Financial Conduct Authority, it has
its own Audit Committee, chaired
by the Chair of the FCL Board,
Matthew King. The FCL Audit
Committee meets at the same time
as the Committee and Matthew
King attends in his capacity as both
member of the Committee and Chair
of the FCL Audit Committee. Going
forward in 2024, this will now be the
FCL Audit and Risk Committee.
The following report details
the Committee’s activities
throughout the year.
Report of the
Audit Committee
Geeta Gopalan
Chair of the Audit Committee
Members and attendance
Member Meetings Attendance
Geeta Gopalan
(Chair) 4/4 100%
Eric Daniels 4/4 100%
Matthew King 4/4 100%
O
n behalf of the Board, I
am pleased to present
the Report of the Audit
Committee for the year
ended 31 December 2023. This will
be the final year in which we report
against the Audit Committee as
we will be presenting a report on
behalf of the newly formed Audit
& Risk Committee in next year’s
Annual Report.
The Committee met four times,
completing a wide scope of activity
including, but not limited to, the
following:
Report of the Audit Committee
CORPORATE GOVERNANCE
Funding Circle Holdings plc | Annual Report and Accounts 202384
Significant matters considered in relation to the financial statements
The Committee assessed the quality and appropriateness of, and adherence to, the Group’s accounting policies and
principles. It reviewed whether the accounting estimates and judgements made by management were appropriate. The
significant matters and accounting judgements considered by the Committee in respect of the half year ended 30 June
2023 and year ended 31 December 2023 are set out below.
Reporting issue Audit Committee action
Going concern and viability
The period over which the Directors have
determined the viability assessment is three years.
Going concern is assessed annually based on
detailed cash flow forecasts for the next 15
months including a severe but plausible downside
scenario.
Inflationary pressures have been prominent during
the year, impacted by supply chain disruption,
and exacerbated by the events in Ukraine and the
Middle East, while economic growth forecasts in
the UK and US have been revised downwards.
These factors have been considered in the above
assessments.
The Committee reviewed reports from management that set out
its view on both the shorter-term going concern and longer-term
viability of the Group. These included:
5 reviewing the Group’s principal risks as set out on
pages 56 to 63;
5 assessing and reviewing the adherence to the risk appetite set
by the Risk and Compliance Committee to track the Group’s
capital, liquidity and exposures of its funding products;
5 reviewing the Group’s short and medium-term plan, cash,
capital and liquidity;
5 reviewing the outcomes of stress testing after applying a
severe but plausible scenario aligned to the principal risks; and
5 reviewing the risk, going concern and viability disclosures
for clarity on scenarios, uncertainties, sensitivities and
management actions considering macroeconomic risks in
particular.
Having challenged and considered the outcomes of management’s
assessment, the Committee recommended the Viability Statement
to the Board for approval, concluded the Group remains a going
concern and considered that related disclosures were sufficiently
clear and transparent.
Valuation of financial instruments
The Group holds financial instruments at fair value
on its balance sheet. These instruments are valued
using valuation estimation techniques including
discounting cash flow analysis and valuation
models. These values have been sensitive to the
assumptions underpinning the cash flows, leading
to increased estimation uncertainty in the past,
however, are less sensitive this financial year as
the portfolios of loans have amortised.
The Committee received and reviewed the assumptions and
methodologies used to value the financial instruments together
with the level of sensitivity to those assumption, which was
considered to have decreased since the previous year.
The Committee also considered the views of the external auditors
on the valuation approach and the assumptions, including
benchmarking the assumptions with the external auditors
valuations team. The Committee considered the disclosures within
the Annual Report and after due challenge concluded that the
valuations were reasonable and the disclosures were appropriate.
Expected credit loss impairment of FlexiPay
The Group holds FlexiPay lines of credit on its
balance sheet. These lines of credit are held at
amortised cost net of IFRS 9 expected credit loss
impairment allowance. The allowance is sensitive
to assumptions related to the probability of default
derived from macroeconomic assumptions.
The Committee received and reviewed the assumptions and
methodologies used to determine the expected credit loss
together with the level of sensitivity to those assumptions.
The Committee also considered the views of the external auditors
on the methodology and the assumptions, including comparing
the results to the external auditors independent estimation of
the allowance. The Committee considered the disclosures within
the Annual Report and after due challenge concluded that the
valuations were reasonable and the disclosures were appropriate.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 85
Reporting issue Audit Committee action
Carrying value of investments in the Parent
Company
The Group evaluated the carrying values of
the investments in subsidiaries held in the
Parent Company for indicators of impairment
and the value in use of the investments as at
31 December 2023.
This has resulted in an impairment of the US
business of £27m. This was primarily driven by
the market capitalisation of the Group being lower
than the carrying value of the parent company
investment in subsidiaries and evidence the
Group Board were considering the future direction
of the US business at the year end resulting in
uncertainty over the near-term cash requirements
and cash flows of the business.
The Committee reviewed papers from management during
the year which set out the key assumptions underpinning the
impairment assessment and the sensitivity to those assumptions,
the financial projections of which were based on the medium-term
plan presented to the Board as part of the 2023 budget process
with some overlays from management.
The Group’s external auditors provided their view of the
assessment to the Committee, including their challenge of the
discount rates and management’s medium-term plan assumptions.
After due challenge and discussion, the Committee agreed that it
was appropriate to impair the parent company investment in the
US business as its discounted cash flows, particularly in the near
term, could not support the carrying value.
Fair, balanced and understandable reporting and
Alternative Performance Measures (“APMs”)
The Board is required to report as to whether
the contents of the 2023 Annual Report and
Accounts, when taken as a whole, is fair, balanced
and understandable. The Group uses APMs in its
reporting of adjusted EBITDA for the Group. These
measures are used to provide insight into the
underlying performance of the business. They also
provide a close approximation to cash generation
which is key to the business. These measures are
defined within the segmental information note on
page 148 and page 191.
At the request of the Board, the Committee has assessed the
information contained within the Annual Report. This assessment
included discussions with management on the underlying
financial processes, and confirmation from the management team
of their review of the Annual Report being fair, balanced and
understandable. The Committee also discussed the contents of
the Annual Report with the external auditors.
In addition, the Committee also considered the use of various
APMs and other measures used by the Group and agreed that
these supported the understanding of the financial performance of
the Group and facilitated a better understanding of the business.
The Committee was satisfied that there was sufficient disclosures
of the same with the appropriate balance and reconciliation
between these and statutory measures in the accounts.
Having considered all of the available information including
previously published information about the business and press
releases through the year the Committee has concluded that, in its
judgement, the 2023 Annual Report and Accounts, when taken as
a whole, is fair, balanced and understandable.
Internal controls
Throughout the year the Committee has monitored and reviewed the adequacy and effectiveness of the Group’s
internal controls, by receiving, discussing and challenging regular reports from management, Internal Audit and
External Audit on matters in relation to control effectiveness, monitoring and testing.
Internal Audit
The Committee receives updates on Internal Audit’s work at each meeting, including a six-monthly assessment of the
Group’s risk and control framework.
The Committee considered, challenged, approved and monitored the Internal Audit plan. Throughout the year, the plan
was regularly assessed to ensure it remained focused on the Group’s key risks and priorities. All proposed audit plan
adjustments were considered, challenged and approved by the Committee. Areas assessed by the Internal Audit team
during 2023 included:
5 credit models and credit strategy;
5 FlexiPay operational scaling;
5 controls in the outsourced US loan servicer;
5 cyber security;
5 business resilience; and
5 the end-user computing control framework.
Report of the Audit Committee continued
Significant matters considered in relation to the financial statements continued
CORPORATE GOVERNANCE
Funding Circle Holdings plc | Annual Report and Accounts 202386
The Internal Audit plan for 2024
was approved by the Committee in
December 2023 and aligns to areas
of highest inherent risk and strategic,
operational and regulatory priority,
including:
5 FlexiPay product development
and growth;
5 technology strategy delivery;
5 operational resilience;
5 third-party management; and
5 change management.
Internal Audit effectiveness review
An effectiveness review was
conducted by the Committee to
evaluate the performance of the
Internal Audit team.
Areas assessed included:
knowledge, skills and alignment to
strategy; delivery and reporting;
independence and professional
scepticism; and ongoing
engagement.
The outcomes of the evaluation
overall were excellent with high
scores demonstrating that the
Internal Audit team remained
independent, objective and effective,
with sufficient resources available
to provide the necessary assurance
across the Group. There were a
small number of areas suggested
for further enhancement that
will be appropriately progressed
during 2024.
External auditors’ independence
and effectiveness
External auditors: PwC
Length of tenure: 9 years
(appointed
in 2015)
Lead audit partner: Nick
Morrison
**
Lead audit partner
tenure: 5 years
Total audit fees payable
to auditors in the year: £983,200
** Nick Morrison is replaced by Heather Varley
for the purposes of the FY24 audit following
mandatory rotation after Nick’s five-year tenure
as lead audit partner.
The Committee monitors the
objectivity, independence and
effectiveness of the external
auditors. The Company is mindful
of the provisions of the Code, best
practice, the Competition and Market
Authority Audit Order 2014 and audit
legislation in particular with regard to
audit firm rotation and the provision
of non-audit services.
The Committee operates a policy
for the tender of external audit
services. This policy provides that,
in accordance with applicable law
and regulation, the Company will
re-tender the external audit at least
every ten years since IPO and will
change the external auditors at least
every 20 years. The Committee
determined that it was in the
best interests of shareholders to
commence a competitive tender of
external audit services during 2023,
as detailed further in this report.
The Committee regularly reviews the
objectivity and independence of the
external auditors and has concluded
this is safeguarded by:
5 obtaining assurances from the
external auditors that adequate
policies and procedures exist
within its firm to ensure that the
firm and staff are independent
of the Group by reason of family,
finance, employment, investment
and business relationship (other
than in the normal course of
business);
5 enforcing a policy of reviewing all
cases where it is proposed that a
former employee of the external
auditors be employed by the
Group in a senior management
position or at Board level;
5 monitoring the external auditors
compliance with applicable UK
ethical guidance on the rotation of
audit partners; and
5 approving non-audit services
prior to being undertaken by the
external auditors.
The quality, performance and
effectiveness of the external
auditors is reviewed annually by the
Committee. This covers: the quality
of robust challenge provided by
the audit team; an evaluation of the
knowledge and skills of the external
audit team; the accessibility of the
lead audit partner; independence
and objectivity; openness, integrity
and professionalism; the quality
of reporting; the audit plan;
communication between external
auditors and the Committee; and
the audit team’s robustness and
constructive challenge during its
engagement with management.
The external auditors challenged
management over the various
scenarios that they had modelled,
the level of stress testing in the
models and the impact that this
would have on the ability of the
Group to continue as a going
concern. There was also robust
challenge around the methodology
and assumptions utilised in the
FlexiPay lines of credit expected
credit loss impairment allowance,
the fair value of loans held on
balance sheet and the impairment
assessment related to the Parent
Company investment in subsidiaries.
Non-audit services
The engagement of the external
audit firm to provide non-audit
services to the Group can impact on
the independence assessment and
the Company has, therefore, adopted
a policy which requires Committee
approval for non-audit services. This
policy is in line with PwC’s internal
policies and the FRC’s Revised
Ethical Standard 2019 and gives the
Chair of the Committee delegated
authority from the Committee
to approve individual non-audit
services items of up to £50,000
per service.
All fees paid to PwC for non-audit
services have been approved (in
accordance with the non-audit
services policy), with a summary of
all non-audit services being provided
at each Committee meeting.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 87
External audit fees: Non-audit and audit-related services
Description
2023
£000
2022
£000
Interim review of half-year results announcement 137.7 116.1
CASS reporting 140.4 132.7
ISAE 3402 controls assurance 134.4 136.3
Other 1.4 2.9
Total 413.9 388.0
The Audit Committee concluded
that it was in the best interests
of the Group to purchase these
services from PwC on the basis that
they were independent and were
considered to be the right provider
for the services required (or, in some
cases, they were required to be
performed by the external auditors).
PwC are prohibited from providing
certain non-audit services to
safeguard auditor objectivity
and independence, including,
but not limited to, internal audit
work, valuations work and tax-
related work.
Total audit fees payable to PwC for
the year ended 31 December 2023
were £983,200.
PwC have confirmed to the
Committee that they remained
independent during the year.
External audit tender process
A formal tender of the external audit
had not been carried out since
PwC were first engaged in 2015.
Although the Board and the Audit
Committee remain satisfied with
PwC’s quality of service, as well as
their independence and objectivity,
the Audit Committee recommended
to the Board that a competitive
tender process take place in 2023,
in accordance with the Competition
and Markets Authority order and EU
legislation, given that the current
audit partner was reaching his
maximum five-year tenure at the
end of 2023.
In accordance with legislation, four
firms including representatives from
the “Big Four” and Challenger firms
were invited to participate, including
PwC, and the firms were asked
to submit a detailed Request for
Proposal (“RFP).
The RFP was judged against
objective criteria. The criteria
included, but were not limited to,
the ability to deliver a high quality
audit, strength of team and its ability
to challenge, use of technology and
depth of supporting expertise in
the firm. Two firms were shortlisted
and were scored against objective
criteria determined in advance of the
process. Findings of audit quality
inspection reports published by the
FRC were also considered. Fees
proposed by the two firms were also
taken into consideration, but the
ability to deliver a high quality audit
was the largest single factor driving
selection.
The shortlisted firms were given
access to members of the Group’s
senior management team and
presentations were then made to
a panel, comprising members of
the Audit Committee, the CFO and
members of the senior finance and
legal teams.
While both firms put forward a strong
tender and would have been able to
deliver a successful and robust audit,
the Committee considered that PwC
best met the criteria that had been
set, in particular one of audit quality.
In line with the partner rotation
policy, a new PwC Audit Partner,
Heather Varley, will be the Audit
Partner for the 2024 external audit.
At the conclusion of the process, the
Audit Committee recommended to
the Board that PwC be reappointed
as the Company’s external auditors
for the financial year ending 31
December 2024 and the Board
approved this recommendation.
A resolution recommending the
reappointment of PwC as external
auditors of the Company will be put
to shareholders at the Company’s
AGM in May 2024.
Whistleblowing
The Company takes whistleblowing
very seriously and wants all
employees to feel able to raise
concerns when they arise. This
is emphasised in the Code of
Conduct for all employees which is
reviewed annually. The Committee
reviewed the adequacy and security
of the Group’s whistleblowing
arrangements, which included
additional signposts to Circlers
highlighting the importance of
speaking up and speaking out, and
received regular whistleblowing
updates, providing reports to the
Board where appropriate.
The whistleblowing process is well
advertised to all employees, who
are made aware of the importance
of it. There were no whistleblowing
incidents reported in 2023.
As part of the Committee’s
commitment to ensuring the
whistleblowing process and handling
of potential incidents are of the
highest standards, the Committee
asks management for a detailed
annual update for discussion by the
Committee in addition to the regular
Committee updates. For 2023,
this was provided in the February
meeting and the Committee
determined that the incidents in
2022 were responded to quickly,
with actions followed up, and that
the Committee members were
satisfied with the way incidents had
been managed.
Report of the Audit Committee continued
CORPORATE GOVERNANCE
Funding Circle Holdings plc | Annual Report and Accounts 202388
Progress on actions from 2022
effectiveness review
Feedback from the 2022
effectiveness review noted that the
Committee would have a further
focus on resilience and contingency
planning. The Committee reviewed
an update on the Group’s business
resilience control framework and
contingency planning during
2023 and it was agreed that
further updates will continue to be
provided in 2024.
2023 Committee
effectiveness review
The Committee completed an
internal effectiveness review for
2023. The purpose of this evaluation
was mainly to give feedback to
the new Audit and Risk Committee
in supporting its effectiveness
during 2024.
The questionnaire addressed the
composition and set-up of the
Committee, the timeliness and
quality of the papers, the work
of the Committee and whether it
sufficiently reviews and challenges
the activities and findings of the
internal and external auditors.
The questionnaire also assessed
whether the Committee sufficiently
safeguarded auditor independence
and objectivity.
Overall, the results of the evaluation
were positive. The Committee agreed
that the Chair of the new Audit and
Risk Committee will consider agenda
content and length and frequency
of meetings in 2024 to allow for
sufficient oversight of all audit and
risk matters in order to meet all of
the Committee’s responsibilities.
Geeta Gopalan
Chair of the Audit Committee
14 March 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 89
Report of the Risk and Compliance Committee
O
n behalf of the Board,
I am pleased to present
the Report of the
Risk and Compliance
Committee for the year ended
31 December 2023. This will be the
final year in which we report against
the Risk and Compliance Committee
as we will being presenting a Report
on behalf of the newly formed Audit
& Risk Committee in next year’s
Annual Report.
The Committee met three times
in 2023 to carry out its role of
monitoring and reviewing risk for
the Group, including the nature and
extent of principal and emerging
risks against an uncertain macro
environment. In addition to formal
meetings, the Committee also
received regular reports and updates
on overall credit performance.
For in-depth information relating
to the Group’s approach to risk
and identification of principal and
emerging risks for 2023, please
refer to the Strategic Report on
pages 55 to 63.
Key highlights for 2023
The unpredictability of the macro
environment in 2023, which will
continue into 2024, posed many
challenges for us. The Committee’s
work was varied and included, but
was not limited to, the following:
5 Overseeing a more prudent
approach to originations, in both
the UK and the US, and agreeing
to changes in credit strategy
to enable fast and effective
change in an increasingly
volatile environment. Portfolios
have been generally resilient
and within target despite the
challenging environment.
5 Receiving regular updates and
closely monitoring the external
environment to look ahead
at indicators of major change
and assessing risk in relation
to inflation and rising interest
rates, including the impact of
inflation on SMEs.
5 Receiving updates on funding,
credit reputation and conduct
and operational key risks, and
emerging risks including ESG and
generative AI.
5 Actively applying scrutiny to
technology, information security
and data-related risks, and closely
monitoring mitigation plans which
has led to positive progress
and reduction in technology
risk exposure.
5 Monitoring the risks associated
with FlexiPay as a new product.
5 Approving amendments to the
Group risk appetite and Enterprise
Risk Management Framework
which included the addition of
technology risk as a key risk
(moving it from a level 1 risk under
operational risk).
5 Approval of creation of joint Audit
& Risk Committee effective 1
January 2024.
All of the Committee’s work this
year has been against an economic
backdrop that could, if not monitored
carefully, impact the execution of
our strategy, so our work has been
extremely focused to enable us
to support the Board and ensure
commitment to the strategic plan
whilst remaining mindful of increased
need for agility and precision when
identifying, managing and mitigating
risks that affect our business. In
particular, I am happy with the solid
credit performance of both the UK
and US loan books throughout 2023,
Report of the Risk and
Compliance Committee
Eric Daniels
Chair of the Risk and
Compliance Committee
Members and attendance
Member Meetings Attendance
Eric Daniels
(Chair) 3/3 100%
Geeta Gopalan 3/3 100%
Helen Beck 3/3 100%
CORPORATE GOVERNANCE
Funding Circle Holdings plc | Annual Report and Accounts 202390
notwithstanding the challenging
macro, our proven ability to deploy
fast and effective change to our
credit strategy to navigate a volatile
environment and the attention to
our borrowers demonstrated by our
collections team.
In summary, I have been pleased
with the continued development
of the Group’s risk management
capabilities and overall controls
and remain confident and optimistic
about the Group’s ability to
successfully navigate a continued
uncertain and volatile economic
environment in 2024.
2024 risk-related priorities for the
joint Audit & Risk Committee
5 Continue to review the Company’s
key and emerging risks,
especially technology and cyber
risks, paying close attention
to the macro environment in
a more volatile environment
than originally anticipated for
2023, with focus on inflation,
consumption, interest rates and
geopolitical tension.
5 Focus on the risks inherent
in structural changes in the
Group’s medium-term plan
and managing FlexiPay credit
lines and, in particular, oversee
an enhanced balance sheet
management approach.
5 Continue to review the
ERMF, and ensure it remains
appropriate and effective for all
stages of development of the
Group’s business.
5 As the Group continues to
embrace new products and
increased automation, the
Committee will monitor the
associated risks as they scale
as well as the execution risk as
the business moves from a focus
on one product to a number of
different products.
Role of the Committee
For information regarding
the Committee’s role and key
responsibilities, please see the
Terms of Reference on our website
at corporate.fundingcircle.com/
who-we-are/corporate-governance/
board-committees/.
Progress on actions from the 2022
effectiveness review
Feedback from the 2022
effectiveness review indicated a
desire for management to continue
to enhance the quality of papers,
which it did. Paper quality and
content had improved in 2023
and this will continue to evolve in
2024, particularly with the newly
formed Audit & Risk Committee.
The feedback also highlighted
that the Committee wished to
have more focus on funding risk
and Consumer Duty. Funding risk
was reviewed at each meeting in
2023 and the Committee received
an update on Consumer Duty via
the Audit Committee meeting in
February 2023.
2023 Committee effectiveness
evaluation
An effectiveness review of the
Committee’s performance was
completed at the end of the year.
The purpose of this evaluation
was mainly to give feedback to
the new Audit & Risk Committee
in supporting its effectiveness
during 2024. The review comprised
an extensive questionnaire that
evaluated the Committee’s overall
performance, composition and
set-up and, importantly, the work
of the Committee, including its role
in reviewing and challenging the
Group’s control, risk management
and compliance systems and
appetite for risk. The questionnaire
was completed by members of the
Committee, the Company Secretary
and the CRO.
Overall, the results of the evaluation
were positive and feedback
indicated that the Committee is
functioning very effectively. The
Committee agreed that the Chair
of the new Audit & Risk Committee
will consider agenda content and
length and frequency of meetings in
2024 to allow for sufficient balance
and oversight of all audit and risk
matters in order to meet all of the
Committee’s responsibilities.
In addition to the Committee’s own
effectiveness review, the Board also
evaluated its oversight of risk as
part of its effectiveness review. All
members of the Board were satisfied
that the Board has sufficient focus
on risk and risk management as it
pertains to the Group’s strategy and
that a framework of prudent and
effective controls was in place which
enabled risk to be assessed and
managed appropriately. For further
information on the outcomes of the
annual Board evaluation, please
see page 80.
Eric Daniels
Chair of the Risk and Compliance
Committee
14 March 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 91
Report of the ESG Committee
O
n behalf of the Board, I
am pleased to present the
ESG Committee’s Report
for the year ended 31
December 2023. The Committee met
three times this year and instituted
a quarterly reporting process to
track progress of ESG activities.
The Committee was pleased that
the overwhelming majority of the
2023 ESG framework goals were
completed to its satisfaction and
believes that the level of ambition
and goals set for 2024 is appropriate.
In 2023, the Company made good
progress in delivering against its
short-term objectives and clarified
the steps to achieve its medium
and longer term goals across each
of its key pillars – Environmental,
Social Impact, DEI and Governance.
We took steps to better understand
the ESG landscape in comparison
to our peers and we directed
the publication of various ESG
policy statements to increase
the availability of information for
our stakeholders.
On climate and the environment,
we are encouraged by the work
undertaken to develop a roadmap
to implement closer alignment and
consistency with TCFD disclosure
recommendations over the next
two years. We are excited to see in
this Annual Report the Company’s
first full emissions reported,
including Scope 3 – Category 15
financed emissions. We appreciate
the potential challenges and
opportunities that a transition to
a lower carbon future brings for
the Company, its small business
customers and other stakeholders,
and we look forward to continued
progress as we learn more from this
data and engage with the wider
industry in this area. The Committee
participated in ESG training, including
modules on climate risk and TCFD,
and Matthew King continued his
role as champion for climate-related
activities.
On DEI and Social Impact, the
Committee continued to be
impressed with the level of
engagement of the various employee
“Circler Groups”, which reflects
the strong culture and values at
Funding Circle.
On DEI, in 2023 we were pleased
to see strong and stable results
across our key people and DEI
metrics: engagement, recommend
and belonging, and were delighted
to be recognised by external
awards. In 2024, we will report
our lowest gender pay gap ratio.
The Committee continues to focus
on diversity at senior levels of
the Company and continues to
challenge senior management to
identify where improvements can be
made to demonstrate progress at
these levels.
We were pleased to renew the
partnership with Hatch to support
underserved social entrepreneurs
and the launch of the partnership
with Thrive Mental Wellbeing to
support the mental health of SME
entrepreneurs and their employees
in the UK. It was particularly
encouraging to see increased Circler
utilisation of impact days from
124 in 2022 to 225 in 2023, which
were used over a wide variety of
great causes including over 55 UK
based Circlers joining our partner
Sage working with a conservation
trust at Horsenden Hill in London.
Report of the
ESG Committee
Andrew Learoyd
Chair of the ESG Committee
Members and attendance
Member Meetings Attendance
Andrew
Learoyd (Chair) 3/3 100%
Matthew King 3/3 100%
Neil Rimer 2/3 67%
Helen Beck 2/3 67%
CORPORATE GOVERNANCE
Funding Circle Holdings plc | Annual Report and Accounts 202392
Finally, the Committee commends
the 135 Circlers in the US team
for contributing time and effort to
build and deliver water purification
assistance through Wine to Water,
with a participation rate of 70%.
Key activities for 2024
5 Continue to progress
environmental strategy towards
net zero ambition by 2050 and
stretch target of operational
net zero by 2030, with a goal to
consider setting science-based
targets, aligning with the Science
Based Targets initiative (“SBTi).
5 Continue to implement the risk
roadmap for closer alignment
and consistency with TCFD
recommendations.
5 Prepare for UK introduction
of ISSB/IFRS S1, S2; and
development of transition Plan.
5 Continue to develop and
support our culture and being
a great place to work, building
on our strong foundations for
engagement and DEI.
Helen Beck continued with her role
as Workforce Engagement Non-
Executive Director and engaged
with Circlers across the Group on a
number of projects throughout the
year including informal lunch and
coffee events. These provided an
open forum to gain Circler insight
on strategy, organisational design
around new products, the impact of
the economic environment and other
issues of importance to Circlers,
which Helen then fed back to
the Board.
For further information relating to
the duties and responsibilities of
each Committee, a copy of the
Terms of Reference can be found on
our website here: https://corporate.
fundingcircle.com/who-we-are/
corporate-governance/board-
committees/. For more detailed
information on the Group’s ESG
framework, TCFD disclosures,
environmental impact and other
ESG initiatives please see the
Environment, social and governance
section of our Strategic Report on
page 22.
Andrew Learoyd
Chair of the ESG Committee
14 March 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 93
Directors’ remuneration report
O
n behalf of the Board, I am
pleased to present the
Directors’ Remuneration
Report for the year ended
31 December 2023. I would like to
thank the other Committee members
and the Circlers who have supported
the Committee this year.
Review of 2023 and Executive
Directors’ Remuneration
Despite continued economic
uncertainty and volatility in 2023,
Funding Circle has achieved
financial performance in line with
expectations. The team has again
demonstrated its ability to respond
quickly to a changing environment,
with strong participation in the third
iteration of the UK government
Recovery Loan Scheme and
responding to challenges in the
Directors
remuneration report
Helen Beck
Chair of the
Remuneration Committee
Members and attendance
Member Meetings Attendance
Helen Beck
(Chair) 5/5 100%
Andrew
Learoyd 5/5 100%
Matthew King 5/5 100%
US market by becoming the only
fintech to be awarded, subject to
final approval, one of three new
SBA 7(a) licences. Good progress
has been made against each of our
three strategic pillars with the UK
Loans business now profitable and
further progress made towards our
multi-product vision, enabling SMEs
to borrow, pay and spend, with the
scaling of FlexiPay and the launch of
our business card.
Given the strategic importance
of FlexiPay and to provide more
appropriate alignment with our
medium-term plan, in 2023 we
moved the weighting of the financial
measures to 60% of the annual
bonus and the strategic/non-
financial measures to 40%, which
included FlexiPay performance.
Financial performance was assessed
by reference to the UK and US
Loans businesses, to align with
the guidance given to the market
in 2023, and to ensure that the
annual bonus did not inadvertently
discourage the necessary strategic
investment in FlexiPay during
the year. The overall outcome
for the two financial metrics was
near target, reflecting the robust
performance of the business in a
challenging economic environment
and a prudent approach to credit risk
management, with the team making
fast and effective changes to credit
strategy in an increasingly volatile
environment. On the strategic
element, FlexiPay scaled significantly
over the year and, while income was
behind budget, overall AEBITDA
targets and strategic milestones
were achieved, senior debt funding
is in place, and credit performance
remained stable. More broadly, loan
returns remain robust and attractive,
while new customer segments
continued to deliver growth in
both the UK and the US. Employee
engagement and advocacy remain
strong at 68%, while 84% would
recommend Funding Circle as a
great place to work. Good progress
was also made across the control
environment and against ESG goals.
In this overall performance
context, the outcome of the bonus
assessment against the agreed
targets was 48.9% of maximum.
The Committee considers this
an appropriate reflection of the
overall performance delivered for
stakeholders, and therefore no
discretion was applied. 40% of the
bonus payout will be deferred into
shares for three years, in keeping
with our Remuneration Policy.
The first Restricted Share award
granted to Oliver White under the
Policy adopted in 2021 will vest
in March 2024. As the Committee
agreed that both the performance-
based 3-year average operating
income underpin set in 2021 and
the qualitative underpins were met,
the Committee determined that the
award should vest in full and that no
discretion should be applied.
Remuneration policy review
With 2023 being the last year of our
current Remuneration Policy, we
undertook a detailed Policy review
during the year. We consulted with
our largest shareholders, covering
c.80% of our issued share capital,
and we were grateful for all of the
feedback received which helped
inform the proposed Policy design.
The Committee reviewed a full range
of alternative incentive structures
but, after careful consideration,
determined that the current
structure approved by over 98%
of our shareholders in 2021, which
consists of base salary, bonus, and
Restricted Share awards, remains
most appropriate at this time. In
particular, we agreed that the use of
Restricted Shares continues to align
with our remuneration philosophy of
CORPORATE GOVERNANCE
Funding Circle Holdings plc | Annual Report and Accounts 202394
ensuring that senior management are
significant share owners, promoting
good stewardship and the creation
of long-term stakeholder value as
the business continues to mature. It
also ensures that Executive Directors
remain aligned with the reward
structure for other senior Circlers.
Under the current Policy, the
maximum Restricted Share award
was set at a market competitive
level of 133% and 100% of salary,
for the CEO and CFO respectively,
which applied to the initial awards
granted under the Policy in 2021.
However, the Policy also required
that the maximum number of shares
granted in subsequent years be
fixed at the same number awarded
in that first grant, limiting the ability
of the Committee to set award
values each year that appropriately
reflect the relevant context at the
time (including reflecting business
performance, market data, and the
share price). Under the proposed
Policy, the maximum award level
will be unchanged (at 133% and
100% of salary for the CEO and CFO,
respectively) but in line with standard
market practice the Committee
will retain full discretion to adjust
the size of awards at the time of
grant each year to reflect prevailing
circumstances.
The new Policy, which is set out on
pages 98 to 105 of this report will be
submitted for shareholder approval
at the 2024 AGM.
Executive Director remuneration
arrangements for 2024
With effect from 1 March 2024, Lisa
Jacobs and Oliver White will both
receive a salary increase of 2.5%,
which is significantly below the
Circler salary review budget of 5%
for 2024. Initially, after considering
several factors, including internal
relativities and external comparative
data, the Committee had proposed
an increase of 4% for Lisa Jacobs
(her salary being lower quartile in the
FTSE small-cap), but Lisa waived any
increase for 2024 above 2.5% to be
in line with the proposed increases
for Oliver White and to reflect the
focus on cost management and
profitability in 2024. Lisa’s bonus
opportunity and Restricted Share
award will be based on her salary
post-waiver.
In line with 2023, we will base
the annual bonus at least 60%
on financial measures, which will
continue to reflect income and
profit measures, and up to 40% on
strategic/ non-financial measures.
As described above, the maximum
Restricted Share award under the
proposed Policy will continue to be
133% and 100% of salary, for the CEO
and CFO respectively. In determining
the intended approach to award
sizes for 2024, the Committee
carefully considered several factors.
We noted that as a result of the ‘fixed
number of shares’ grant model in
the 2021 Policy described above,
the actual face value of awards
made to Executive Directors during
2022 and 2023 fell substantially
below the market competitive level
(for example, 2023 awards had a
grant value of c.47% and c.35%
of salary for the CEO and CFO,
respectively – see page 111), and the
level of equity granted to date. The
Committee also reflected on investor
expectations around safeguarding
against the potential for ‘windfall
gains’ in scenarios where long-term
share awards are granted following
a period of share price decline.
Considering the factors above, the
Committee will grant awards at a
level below the Policy maximum of
133% and 100% of salary, for the
CEO and CFO respectively, which
we believe strikes an appropriate
balance between the perspectives
above. The 2024 awards will be
granted following shareholder
approval of the Policy at the AGM in
May. We retain discretion to ensure
the actual grant reflects the latest
available information at that time.
Vesting of the Restricted Share
awards will be subject to an
assessment of financial and non-
financial underpins, as set out on
page 115. The Committee retains the
discretion to make any adjustments
to vesting it deems necessary.
Remuneration arrangements
for Circlers
During 2023, we evolved our
remuneration arrangements for
Circlers, introducing personal
performance to our Group bonus
for the first time to bring further
alignment with the Executive Director
bonus framework. In a continuing
challenging environment, I wish
to thank all our Circlers for their
dedication and commitment over the
course of 2023. The Group annual
bonus for 2023 is being awarded at
100% of target in aggregate, with
payment being based on AEBITDA
performance.
In 2023 we also made some changes
to the Share Incentive Plan (SIP),
removing the free share element but
increasing the matched element to
2:1 (from 1:1). We also introduced
a permanent £1,000 bonus for
junior Circlers and continued to
keep pace with the ‘Real Living
Wage’ increasing the salary of any
Circlers whose salary was below the
threshold in 2023.
Conclusion
On behalf of the Remuneration
Committee, I would like to thank our
shareholders for their support in
2023, including those who engaged
in our Remuneration Policy review.
We were delighted with the support
received from shareholders at the
2023 AGM and we hope to continue
to receive your support at our 2024
AGM, where I will be available to
respond to any questions on this
report or in relation to any of the
Committee’s activities.
Helen Beck
Chair of the Remuneration
Committee
14 March 2024
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 95
1. Lisa Jacobs was appointed 1 January 2022; she is not eligible to have any Restricted Shares vesting until 2025.
2023 annual bonus outturn
The chart below shows the outcome of the 2023 annual bonus. A summary of overall business performance is on
pages 109 to 110.
Performance measure Weighting
Threshold
0% payout
Target
50% payout
Maximum
100% payout
Outcome
(% of maximum)
Loans AEBITDA 30%
Actual £10.7m
50.9%
£0m £10.6m £15.9m
Loans Total Income 30%
Actual £153.9m
33.5%
£137.5m £162m £186.5m
Strategic/non-financial
(including FlexiPay)
40% See pages 109 to 110 59.0%
Total (CEO) 48.9%
Total (CFO) 48.9%
Payments for 2023 cover a time period of 5 years
Element
Maximum opportunity
for 2023
Awarded
for 2023 2023 2024 2025 2026 2027
Salary N/A
CEO: £414k
CFO: £410k
Salary,
benefits and
pension paid
in cash or
contributions
Pension 5% of salary 5% of salary
Benefits
In line with
other Circlers
In line with
other Circlers
Annual bonus
CEO: 133% of salary
CFO: 100% of salary
65.1% of salary
48.9% of salary
60%
paid in cash 40% deferred into shares for 3 years
Restricted
shares
CEO: 133% of salary
1
CFO: 100% of salary
1
46.7% of salary
35.5% of salary
3-year vesting period (underpins tested
following completion of vesting period)
Post-vesting holding period
of 2-years
1. Our 2021 Remuneration Policy set the award size as a fixed number of shares which were calculated based on such number of shares as have a market value at
the grant date of the awards in respect of the 2021 financial year equal to 133% of salary for the CEO and 100% of salary for the CFO.
Shareholding guidelines for Executive Directors as at 31 December 2023
Shareholding as a % of salary is based on the three month average share price to 31 December 2023 of 37.5p.
Unvested awards subject to performance conditions are not taken into account in the assessment of the shareholding
until such time as they vest.
Beneficially owned shares
Vested but unexercised
Unvested awards (not subject to performance
Unvested awards
250%
200%
150%
100%
50%
0%
CEO (Lisa Jacobs) CFO (Oliver White)
Guideline
Shareholding
(% of salary)
79.7%
43.8%
At a glance – Remuneration outcome for 2023
The charts below show the potential 2023 remuneration opportunity and actual achievement.
Directors’ remuneration report continued
CORPORATE GOVERNANCE
Funding Circle Holdings plc | Annual Report and Accounts 202396
434 432
707 744
981 948
7011 740
6601 604
Minimum
On-target
Maximum
2023 actual
2022 actual
Minimum
On-target
Maximum
2023 actual
2022 actual
£0k £250k £500k £750k £1,000k £0k £250k £500k £750k £1,000k
CEO (Lisa Jacobs) CFO (Oliver White)
Bonus
Equity
Pension
Benefits
Salary
At a glance – Revised policy overview and implementation for 2024
Element of
Remuneration Policy Current Policy Proposed changes in Policy and rationale Implementation in 2024
Salary
5 Reviewed annually in March.
5 Salaries take account of the
external market and the overall
employee context.
5 No prescribed maximum salary
level or salary increases.
Proposed changes:
5 No changes.
Rationale:
5 The Committee believes that these
elements of the Remuneration Policy
remain fit-for-purpose and align with
stakeholder interests.
As of 1 March 2024, Executive
Director salaries are as follows:
5 £424,350 (+2.5%) for the
CEO.
5 £420,250 (+2.5%) for the
CFO.
Benefits
5 Executive Directors receive the
same benefits as other UK Circlers
which currently include, but are
not limited to, life assurance and
private medical insurance.
Benefits offered to Executive
Directors will be in line with
those available to other
employees in the Group.
Pension
5 Maximum contribution is in line
with contribution to other Circlers
in the Group, which is currently 5%
of salary.
5 Individuals are entitled to receive
some or all of their pension
allowance as cash in lieu of
pension contribution.
Executive Directors will receive
5% of salary in a combination
of contributions into their
pension and cash in lieu of
pension contributions.
Annual bonus
A maximum opportunity in respect of
any financial year of:
5 CEO: 133% of salary.
5 Other Executive Directors: 100%
of salary.
40% of any bonus earned will be
deferred into Funding Circle shares
and will cliff vest after 3 years.
Maximum opportunities of:
5 133% of salary for the CEO.
5 100% of salary for the CFO.
Restricted
share awards
5 The maximum number of shares
that was awarded in respect of
each financial year was calculated
based on such number of shares
as have a market value at the grant
date of the awards in respect of
the 2021 financial year equal to
133% of salary for the CEO and
100% of salary for the CFO.
Proposed changes:
5 The maximum award levels granted in
respect of a financial year will be worth
133% of salary for the CEO and 100% of
the salary for the CFO.
Rationale:
5 The previous policy resulted in formulaic
changes to the value of the awards
granted, and restricted the ability for the
Remuneration Committee to use their
discretion to reward Executive Directors
appropriately. We will communicate
in advance of each grant what the
proposed sizes will be.
Award sizes of:
5 Below 133% of salary for the
CEO.
5 Below 100% of salary for the
CFO.
The Committee determined
that the award sizes for 2024
would be below the policy
limit, taking into consideration
the share price performance
over the previous year, the
competitiveness of the total
remuneration package against
appropriate benchmarks,
and expectations around
safeguarding against potential
‘windfall gains’.
Alignment with Circlers
Fixed pay Variable pay
Salary Benefits Pension Annual bonus Restricted shares
Executive Directors
Global Leadership Team
Senior management
Mid-level Circlers
Junior Circlers
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 97
Remuneration Policy
The Remuneration Policy, as set out in this section, applies to the roles of Chair, Executive Director and Non-Executive
Director. If approved by shareholders in a binding vote at the 2024 AGM in May, the Remuneration Policy will apply for a
maximum of three years from the AGM.
Executive Directors’ remuneration
Element of
remuneration Key features Purpose and link to strategy Maximum opportunity Performance measures
Salary Normally reviewed
annually in March.
Salaries take account of
the external market and the
overall employee context.
Supports the attraction and
retention of the best talent.
No prescribed maximum
salary level or salary
increases.
Account will be taken
of increases applied to
employees as a whole when
determining salary increases.
Committee retains the
discretion to award higher
increases where it considers
it appropriate, such as, but
not limited to:
5 where an Executive
Director has had a change
in scope or responsibility;
5 an Executive Director’s
development or
performance in role (e.g.
to align a newly appointed
Executive Director’s salary
with the market over
time);
5 where there is a
significant change in the
size and/or complexity of
the Company; and
5 where salary is
considered to fall behind
the market competitive
range for similar roles.
n/a
Benefits Executive Directors’ benefits
currently include, but are not
limited to, life assurance and
private medical insurance.
The Committee may
determine that Executive
Directors should receive
additional benefits if
appropriate, taking into
account typical market
practice and practice
throughout the Group.
Market competitive (and
cost effective) benefits
provide reassurance and
risk mitigation and support
retention of talent.
The value of benefits is not
capped as it is determined
by the cost to the Company,
which may vary. Benefits
offered to Executive Directors
are broadly in line with those
available to other employees
in the Group.
n/a
Pension Executive Directors are
entitled to receive employer
contributions to the
Funding Circle Ltd defined
contribution pension plan.
Individuals are entitled to
receive some or all of their
pension allowance as cash in
lieu of pension contribution.
To provide retirement
benefits for Executive
Directors.
Maximum contribution in
line with contribution to
other employees in the
Group, which is currently 5%
of salary.
n/a
All-employee
plans
Executive Directors are
eligible to participate in
HMRC tax-efficient plans that
are available to all employees.
Funding Circle currently
operates a Share
Incentive Plan.
To encourage share
ownership and alignment
with shareholders.
Participation levels are in line
with HMRC limits.
n/a
Directors’ remuneration report continued
CORPORATE GOVERNANCE
Funding Circle Holdings plc | Annual Report and Accounts 202398
Element of
remuneration Key features Purpose and link to strategy Maximum opportunity Performance measures
Annual bonus Awards are based on
performance (typically
measured over a financial
year) against key
performance measures.
40% of any bonus earned
will normally be deferred into
shares for three years.
The Executive Directors
may, at the discretion of
the Committee, receive
dividend equivalents on the
deferred shares.
Malus and clawback
provisions apply.
The Committee has discretion
to amend the pay-out should
any formulaic outcome not
reflect the Committee’s
assessment of overall
business performance,
the performance of the
individual, or the experience
of shareholders or other
stakeholders over the
performance period.
To motivate and reward
the achievement of the
Group’s annual financial and
strategic targets.
A maximum opportunity
in respect of any
financial year of:
5 CEO: 133% of salary.
5 Other Executive Directors:
100% of salary.
Measures and targets will
normally be set annually
by the Committee and will
be in line with Funding
Circle’s strategy.
A mix of both financial and
non-financial measures
will typically be used, with
at least 60% of the annual
bonus normally based on
financial measures.
The target annual bonus is
50% of maximum opportunity
and 100% of maximum
payable for maximum
performance. Typically, 0%
will be payable for threshold
performance. Details of
pay-outs between these
levels will be disclosed
in the relevant Directors
Remuneration Report.
Restricted
Share awards
Executive Directors are
granted Restricted Share
awards with a three-year
vesting period, subject to a
discretionary assessment of
performance underpins.
Following the end of the
vesting period, the awards
will be subject to a two-year
holding period.
Awards may be granted in
the form of conditional share
awards or nil-cost options.
The Executive Directors
may, at the discretion of the
Committee, receive dividend
equivalents on vested shares.
The awards are subject
to malus and clawback
provisions.
Align Executive Directors with
shareholders’ interests and
promote stewardship and
good governance over a long
time horizon.
A Restricted Share award may
be granted to an Executive
Director in respect of each
financial year.
The maximum award levels
granted in respect of a
financial year will be worth
133% of salary for the CEO
and 100% of the salary
for the CFO.
Prior to each grant, the
Committee will consider the
size of grant to be awarded
taking into account the share
price at the time of grant as
well as other factors such as
appropriate market data.
The vesting of the Restricted
Share awards will be subject
to underpins. The underpins
applying to each award
will be determined by the
Committee each year but
may include measures related
to key financial, strategic,
governance, or ESG metrics.
Should any of the underpins
not be met, the Committee
would consider whether a
discretionary reduction in the
vesting of awards is required.
The specific underpins
will be disclosed in the
relevant Annual Report on
Remuneration. Additionally,
at the end of the three-
year vesting period, the
Committee, in its absolute
discretion, will assess
the overall vesting level
of the award to ensure
that outcomes accurately
reflect the Committee’s
assessment of overall
business performance,
the performance of the
individual, or the experience
of shareholders or other
stakeholders over the
vesting period.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 99
Element of
remuneration Key features Purpose and link to strategy Maximum opportunity Performance measures
In-post
shareholding
requirement
Executive Directors are
expected to build and
maintain a holding of shares
in the Company.
Supports our ownership
mentality focus, promotes
stewardship and helps
align management with
shareholders.
Minimum shareholding
requirement, to be
satisfied within five years
of appointment, of no less
than 200% of salary for all
Executive Directors. If any
Executive Director does
not meet the requirement,
subject to consideration
by the Committee of the
factors at the time, they will
be expected to retain all
of the net of tax number of
shares vesting under any of
the Company’s discretionary
share incentive arrangements
until the requirement is met.
n/a
Post-exit
shareholding
requirement
Executive Directors
are expected to retain
a proportion of their
shareholding for a two year
period after they have left
Funding Circle.
To reinforce long-term
alignment of Executive
Directors’ interests with
those of shareholders post
cessation of employment.
Minimum post-exit
shareholding requirement
of “guideline shares” equal
to 200% of salary for all
Executive Directors or the
actual shareholding on
departure, if lower. “Guideline
shares” do not include shares
which the Executive Director
held at IPO, purchased in the
market directly or acquired
pursuant to the exercise of
pre-IPO awards.
n/a
Performance measure selection
The measures used under the annual bonus plan will be selected annually to reflect the Group’s key financial and
strategic objectives for the year. In setting performance targets, the Committee takes into account a range of factors
including business forecasts, prior year performance, degree of stretch against the performance targets in the
business plan, market conditions and expectations.
Restricted Share awards will be subject to performance underpins. Underpins are chosen to ensure that the overall
business health is strong, individual performance is adequate, and stakeholder experience is reflected. The Committee
retains the ability to adjust any underpin if events occur which cause it to determine that an adjustment or amendment
is appropriate so that the underpins achieve their original purpose.
Malus and clawback policy
Malus and clawback provisions apply to annual bonus awards, deferred bonus awards and Restricted Share awards
over the following time periods:
Malus Clawback
Annual bonus To such time as payment is made. Up to two years following payment.
Deferred bonus awards To such time as the award vests. No clawback provisions apply (as malus provisions
apply for three years from the grant date).
Restricted share awards To such time as the award vests. Up to two years following vesting.
Malus and clawback may apply in the following circumstances:
5 a material misstatement of the audited accounts of a member of the Group;
5 an error in assessing a performance measure or underpin, or an error in the information or assumptions on which
awards were granted, vest or released;
5 a material failure of risk management in any member of the Group or a relevant business unit;
5 serious reputational damage to any member of the Group or a relevant business unit; or
5 serious misconduct or material error on the part of the participant.
Directors’ remuneration report continued
Remuneration Policy continued
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CORPORATE GOVERNANCE
Funding Circle Holdings plc | Annual Report and Accounts 2023100
Discretions reserved in administering incentive awards
The Committee will administer the annual bonus, deferred bonus awards, Restricted Share awards and Share Incentive
Plan awards in accordance with the relevant plan rules and the above Remuneration Policy table. The Committee
retains certain discretions, consistent with market practice, in relation to the administration of the awards including:
5 the determination of performance measures, underpins and targets and resultant vesting and pay-out levels;
5 the ability to amend or substitute a performance measure or underpin if one or more events occur which cause the
Committee to reasonably consider that an amended or substituted performance measure or underpin would be
more appropriate and would not be materially less difficult to satisfy than originally intended;
5 the determination of the treatment of individuals who leave employment, based on the relevant plan rules, and the
treatment of the awards on exceptional events, such as a change of control of the Company; and
5 the ability to make adjustments to existing deferred bonus awards, Restricted Share awards and Share Incentive
Plan awards in certain circumstances (e.g. rights issues or corporate restructurings).
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 101
Illustration assumptions
Element of pay Minimum Target Maximum
Maximum + 50% share
price appreciation
Fixed remuneration:
5 Base salary – effective 1 March 2024
5 Benefits – in line with the value of 2023 benefits disclosed in the single figure table
5 Pension – 5% of salary
Annual bonus No payout 50% of maximum
(target payout)
Maximum payout
Restricted shares No vesting Assumes full vesting of the 2024 grants. Have
shown the Policy maximum level which for the
CEO is 133% of salary and for the CFO is up to
100% of salary. In 2024 the Committee will grant
below the Policy maximum levels.
Grant value multiplied
by 1.5
Legacy arrangements
The Committee reserves the right to make any remuneration payments and payments for loss of office (including
exercising any discretions available to it in connection with such payments) notwithstanding that they are not in line
with the Policy set out above where the terms of the payment were agreed (i) before the Policy set out above came into
effect provided that the terms of the payment were consistent with any shareholder-approved Directors’ Remuneration
Policy in force at the time they were agreed or (ii) at a time when the relevant individual was not a Director of the
Company or other person to whom this policy applies and, in the opinion of the Committee, the payment was not
in consideration for the individual becoming a Director of the Company or other such person. For these purposes
“payments” includes the Committee satisfying awards of variable remuneration and, in relation to an award over shares,
the terms of the payment are “agreed” at the time the award is granted.
Executive Directors’ service contracts
The Executive Directors’ service contracts are on a rolling basis and are terminable by either the Company or the
individual on 12 months’ notice for the CEO and six months’ notice for the CFO. Notice periods for Executive Directors
will not exceed 12 months from either party.
Date of service agreement
Lisa Jacobs, CEO 1 January 2022
Oliver White 10 June 2020
Minimum Minimum
Fixed Annual Bonus Restricted shares
447
445
1,293
1,081
1,576
1,294
1,858
1,506
£1,800k
£1,600k
£1,400k
£1,200k
£1,000k
£800k
£600k
£400k
£200k
0
£1,800k
£1,600k
£1,400k
£1,200k
£1,000k
£800k
£600k
£400k
£200k
0
Target TargetMaximum MaximumMaximum +
50% share
price increase
Maximum +
50% share
price increase
CEO CFO
100%
100%
34.6%
21.8%
43.6%
28.4%
35.8%
35.8%
24.1%
30.4%
45.5%
41.1%
19.6%
39.3%
34.4%
32.8%
32.8%
29.5%
28.2%
42.3%
Illustrations of the application of the Remuneration Policy in 2024
Directors’ remuneration report continued
Remuneration Policy continued
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Payments for loss of office
The principles on which the determination of payments for loss of office will be approached are set out below.
Policy
Payment in
lieu of notice
The Committee has discretion to make a payment in lieu of notice based on salary for the unexpired period of notice.
The Company may make such payment in monthly instalments and it will be subject to mitigation.
Annual bonus This will be at the discretion of the Committee on an individual basis and the decision as to whether or not to pay
a bonus in full or in part will be dependent on a number of factors, including the circumstances of the Executive
Director’s departure and their contribution to the business during the performance period in question.
Any bonus earned will normally be pro-rated for time in service during the performance period and will, subject
to performance, be paid at the usual time (although the Committee retains discretion to pay the bonus earlier in
appropriate circumstances) and in the normal manner. Any bonus earned for the year of departure and, if relevant,
for the prior year may be paid wholly in cash at the discretion of the Committee.
Deferred bonus award The extent to which any unvested awards will vest will be determined in accordance with the Deferred Bonus
Plan rules.
If an Executive Director leaves for any reason (other than being dismissed for cause) during the deferral period
then unvested awards will continue and vest at the normal vesting date. In exceptional circumstances (including if a
participant dies), the Committee may decide that the Executive Director’s unvested award will vest and be released
early at the date of cessation of employment, in which case the Committee has discretion to apply time pro rating in
limited circumstances.
Restricted
Share awards
The extent to which any unvested awards will vest will be determined in accordance with the share plan rules.
Unvested awards will normally lapse on cessation of employment. However, unless a participant is dismissed for
cause, the Committee has discretion to determine that the unvested awards will continue and remain capable
of vesting at the normal vesting date. To the extent that the awards vest, a two-year holding period would then
normally apply. In exceptional circumstances (including if a participant dies), the Committee may decide that the
Executive Director’s awards will vest and be released early at the date of cessation of employment or at some other
time (e.g. at the vesting date).
In either case, vesting will depend on the extent to which the performance underpins have been satisfied and will be
subject to a pro rata reduction for time served during the vesting period (although the Committee has discretion to
disapply time pro rating if the circumstances warrant it).
Change of control Deferred bonus awards and Restricted Share awards will vest early in the event of a takeover, merger or other
relevant corporate event.
Deferred bonus awards will typically vest in full.
As regards Restricted Share awards, vesting will depend on the extent to which the performance underpins have
been satisfied, with the Committee taking into account relevant factors at the time, and will be subject to a pro rata
reduction for time served during the vesting period (although the Committee has discretion to disapply time pro
rating if the circumstances warrant it).
Alternatively, the Committee may permit deferred bonus awards and Restricted Share awards to be exchanged for
equivalent awards of shares in a different company (including the acquiring company).
Other payments Executive Directors will be entitled to payment for accrued holiday.
Awards under the Share Incentive Plan may be released in the event of cessation of employment or change of
control in accordance with the plan rules.
The Committee reserves the right to make any other payments in connection with a Directors’ cessation of office
or employment where such payments are made in good faith in discharge of an existing legal obligation (or by
way of damages for breach of such an obligation) or by way of settlement or compromise of any claim arising in
connection with the termination of a Director’s office or employment. Any such payments may include but are not
limited to paying any fees for outplacement assistance and for the Directors’ legal and/or professional advice fees in
connection with his cessation of office or employment. Incidental expenses may also be payable where appropriate.
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Funding Circle Holdings plc | Annual Report and Accounts 2023 103
Recruitment policy
The Company’s recruitment remuneration policy aims to give the Committee sufficient flexibility to secure the
appointment of high calibre executives to strengthen the management team and secure the skill sets necessary to
deliver the Group’s strategic aims.
When hiring a new Executive Director, the Committee will typically align the remuneration package with the
Remuneration Policy as set out above. The Committee may include other elements of pay which it considers
appropriate, however, this discretion is capped and is subject to the principles and the limits referred to below.
The key terms and rationale for any such element would be disclosed in the Directors’ Remuneration Report for the
relevant year.
Policy
Salary Salary will be set at a level appropriate to the role and the experience of the Executive Director being appointed.
This may include a provision for future increases up to a market rate, in line with increased experience and
responsibilities, subject to good performance, where it is considered appropriate.
Buy-out awards It may be necessary to make additional awards in connection with the recruitment to buy-out remuneration terms
forfeited by the individual on leaving a previous employer if it considers the cost can be justified and it is in the best
interests of the Company. Buy-out awards are not subject to a formal cap. The Committee will seek to make buy-
outs subject to what are, in its opinion, comparable requirements in terms of service and performance.
Where considered appropriate, buy-out awards will be liable to forfeiture or recovery provisions on early departure.
Maximum level of
variable remuneration
The maximum level of variable remuneration which may be granted (excluding buy-out awards) will be 133% of
salary for the annual bonus and up to 133% of salary for Restricted Share awards.
Other elements of
remuneration
Other elements may be included in the following circumstances:
5 An interim appointment being made to fill an Executive Director role on a short-term basis.
5 If exceptional circumstances require that the Chair or a Non-Executive Director takes on an executive function
on a short-term basis.
5 If an Executive Director is recruited at a time in the year when it would be inappropriate to provide an annual
bonus or Restricted Share award for that year. Subject to the limit on variable remuneration set out above, the
quantum in respect of the period employed during the year may be transferred to the subsequent year.
5 If the Executive Director is required to relocate, reasonable relocation, travel and subsistence payments may be
provided (either via one-off or ongoing payments or benefits).
For an internal appointment, any legacy arrangements will either continue on their original terms or be adjusted to
reflect the new appointment, as appropriate.
Any share awards referred to in this section will be granted as far as possible under the Company’s existing share
plans. If necessary, and subject to the variable remuneration limits referred to above, awards may be granted outside
of these plans as permitted under the Listing Rules which allow for the grant of awards to facilitate, in unusual
circumstances, the recruitment of an Executive Director.
Fees payable to a newly appointed Chair or Non-Executive Director will be in line with the fee policy in place at the time
of appointment.
Policy on external appointments
Executive Directors may hold external directorships and retain any fees for such directorships if the Board determines
that such appointments do not cause any conflict of interest.
Directors’ remuneration report continued
Remuneration Policy continued
CORPORATE GOVERNANCE
Funding Circle Holdings plc | Annual Report and Accounts 2023104
Non-Executive Directors’ remuneration
Key features Purpose and link to strategy
The fees paid to the Non-Executive Directors are determined by the Board as a whole. The
Chair and the Non-Executive Directors are paid annual fees and do not participate in any of the
Company’s incentive arrangements or receive any pension provision or other benefits.
Additional fees are payable for additional Board duties, including acting as Senior Independent
Director and for chairing Committees. Additional fees may be paid in the exceptional event that
Non-Executive Directors are required to commit substantial additional time above that normally
expected for the role.
The Non-Executive Directors are not entitled to any compensation on termination of their
appointment.
The Non-Executive Directors are entitled to reimbursement of reasonable expenses (including
any associated tax liabilities).
Overall fees paid to the Chair and Non-Executive Directors will remain within the limits set by
the Company’s Articles of Association.
Fees are set at a level to reflect the amount
of time and level of involvement required in
order to carry out their duties as members
of the Board and its Committees and to
attract and retain Non-Executive Directors
of the highest calibre with relevant
commercial and other experience.
As an early-stage private company, which did not pay Directors’ fees, the Company historically granted options to
certain Non-Executive Directors under the Company’s pre-IPO share option plan. Although the options granted will
continue to be held by those Non-Executive Directors going forward, no further options have or will be granted to
Non-Executive Directors post-IPO under any of the Company’s share option plans. The options held by the relevant
Non-Executive Directors are all vested.
Remuneration Policy for Circlers
The Committee receives regular updates on overall pay and conditions in the Group, and pay and employment
conditions generally in the Group are taken into account when setting Executive Directors’ remuneration.
The approach to annual salary reviews is consistent across the Group, with consideration given to the level of
experience, responsibility, individual performance and salary levels in comparable companies.
All Circlers are eligible for either the Group annual bonus plan or another bonus arrangement. Opportunities vary by
organisational level and function. From inception, a key element of the remuneration philosophy has been to support
share ownership across the business. This has historically been achieved through making equity incentives available
to Circlers to encourage them to behave as owners – taking decisions that balance long-term value creation with
achieving shorter-term strategic priorities. The remuneration policy for Circlers is reviewed annually to ensure it’s
aligned with our strategy, valued by Circlers, and provides value for money. Following feedback from Circlers, in 2023
we removed the free shares that are granted to all Circlers and replaced them with a cash bonus for junior Circlers, and
enhanced the matching ratio of our Share Incentive Plan for UK Circlers from 1:1 to 2:1.
The key elements to the incentive arrangements are:
5 The Global Leadership Team and other senior management and senior specialist roles participate in a discretionary
share-based LTIP with grant size increasing with seniority.
5 The leadership team, managers and specialists participate in a Group annual bonus plan. The Committee agreed a
change to the Group annual bonus plan for 2023 to include an element of Circlers’ individual performance as well as
Funding Circle financial performance to align with our strategic pillar of High Performing Teams Executing Brilliantly.
5 All UK-based Circlers are eligible to participate in our Share Incentive Plan where, for every “Partnership share” that
is purchased, two “Matching shares” are awarded.
5 Junior Circlers are eligible to receive a cash bonus each year, the size of which depends on their length of service
and affordability.
Equity awarded to Circlers, including the existing Global Leadership Team (other than the Executive Directors), is
subject to continued employment for the two years following the grant date but is not otherwise normally subject to
performance conditions. Our workforce engagement director (Helen Beck) frequently holds workforce engagement
sessions with Circlers. A range of topics are discussed.
Alignment between Executive and Circlers’ remuneration
The Executive Directors’ Policy was designed to align Circler and Executive pay. The main differences between how
Executive Directors and Circlers are remunerated are the longer time periods (vesting, holding and deferral) and
tougher performance criteria.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 105
Annual report on remuneration
Annual report on remuneration
This part of the report sets out how the current Remuneration Policy has been applied in 2023 and how the Committee
intends to apply the proposed Remuneration Policy in 2024. This part of the report will be subject to an advisory
shareholder vote at the 2024 AGM.
Role of the Committee
The Committee’s primary role is to determine the remuneration of the Directors and Global Leadership Team and the
Remuneration Policy for the Executive Directors, as well as monitoring and reviewing its ongoing appropriateness
and relevance. In doing so, the Committee ensures that the Remuneration Policy is aligned with the Company’s
key remuneration principles as well as taking into account the principles of clarity, simplicity, risk, predictability,
proportionality and alignment to culture set out in the 2018 UK Corporate Governance Code.
How our remuneration is aligned with the principles of the code
Alignment to strategy and
culture
5 The design of remuneration at Funding Circle is aligned to our values, culture and strategy.
5 The annual bonus is based on financial and strategic performance promoting collective
accountability and helps to align the Executive Directors’ incentive structure with the
wider Group.
5 Restricted Share awards fully align with our remuneration philosophy of ensuring that senior
management are significant share owners, promoting good stewardship and incentivising
Executive Directors to create long term value as the business continues to mature.
Clarity and simplicity 5 Our Policy aligns the Executive Directors’ pay with pay for other Circlers.
5 Our Policy is simple to understand for participants and shareholders and promotes long term
stewardship.
Risk 5 Our Policy appropriately balances fixed and variable pay as well as short- and long-term
incentives.
5 Opportunities are set at a level which rewards performance at the same time as not unduly
encouraging excessive risk taking.
5 The annual bonus and Restricted Shares are subject to malus and clawback provisions and
the Committee has the discretion to adjust pay outcomes.
Proportionality 5 A significant portion of the total remuneration opportunity for Executive Directors is variable
pay. This variable pay is aligned to Company strategy through the choice of performance
measures and the link to share price.
Predictability
5 Our Policy is clear on the threshold, target and maximum levels of pay that Executives can
earn. Notwithstanding that actual outcomes will vary based on the level of achievement and
share price performance.
For information regarding the Committee’s role and key responsibilities, please see the Terms of Reference on our
website at corporate.fundingcircle.com/who-we-are/corporate-governance/board-committees/.
Committee composition
None of the members who have served on the Committee during the year had any personal interest in the matters
decided by the Committee and they are all considered to be independent by the Company. The Company Secretary
acted as Secretary to the Committee.
Committee members Number of meetings attended
Helen Beck, Chair 5/5
Andrew Learoyd 5/5
Matthew King 5/5
The Executive Directors, Chief People Officer, other members of the senior management team and our external
remuneration consultants, Alvarez & Marsal, were invited to Committee meetings where it was deemed appropriate. No
individuals were involved in decisions relating to their own remuneration.
2023 Committee workstreams
5 determined the payout of the Executive Directors’ 2022 annual bonus;
5 approved the payout of the 2022 annual bonus for Circlers;
5 approved the design of the 2023 annual bonus for Circlers and the equity plans;
5 set the 2023 annual bonus targets for Executive Directors;
CORPORATE GOVERNANCE
Funding Circle Holdings plc | Annual Report and Accounts 2023106
5 set the 2023 Restricted Share Plan underpin and approved the grants for Executive Directors;
5 approved reward decisions relating to members of the Global Leadership Team and reviewed Circler compensation;
5 conducted a competitive tender process to appoint external advisers which resulted in Alvarez & Marsal being
appointed; and
5 conducted a comprehensive review of the Remuneration Policy, which included consultation with our shareholders,
in preparation for its renewal at the 2024 AGM.
2024 Committee priorities
5 approve the remuneration arrangements for the Global Leadership Team, including their equity grants and 2023
bonus outcomes;
5 approve the design of the 2024 annual bonus for Circlers and the equity plans;
5 set the 2024 annual bonus targets, ensuring they align with Funding Circle’s strategy as well as its ESG priorities;
5 set the 2024 Restricted Share Plan underpins and approve the grants for Executive Directors; and
5 continue to monitor remuneration practices across the Company as a whole, keeping abreast of current and evolving
market practice.
Committee effectiveness
The Committee undertook an effectiveness review in January 2024, whereby each Committee member and, by
invitation, the Chief People Officer, completed a tailored questionnaire. The questionnaire covered topics such as
the quality of the remuneration support provided to the Committee and the appropriateness of the remuneration
policies and practices implemented in 2023. The positive scores and comments demonstrated that the Committee is
working well.
External advisers
The Committee is satisfied that the advice it has received from its appointed adviser Alvarez & Marsal as remuneration
consultants is independent, and that the engagement partner and team that have provided remuneration advice do
not have connections with the Company that might impair their independence. Alvarez & Marsal was appointed by the
Committee in 2023. Alvarez & Marsal is a member of the Remuneration Consultants Group and, as such, voluntarily
operates under its Code of Conduct in relation to executive remuneration matters in the UK.
The fee paid to Alvarez & Marsal in 2023 in relation to advice provided to the Committee was £44,100. Alvarez & Marsal
provide no other services to the Group. We also received advice from Ellason LLP in relation to the review of the 2022
Directors’ Report on Remuneration and advice on Executive Director bonus design for 2023. The fee paid to Ellason
LLP was £8,800.
Letters of appointment and service contracts
Director
Commencement date
of current term Expiry of current term
Notice period
From Company From Director
Executive Directors
Lisa Jacobs 1 January 2022 n/a Twelve months Twelve months
Oliver White 15 June 2020 n/a Six months Six months
Non-Executive Directors
Andrew Learoyd 10 September 2021 10 September 2024 One month One month
Samir Desai 1 January 2022 1 January 2025 One month One month
Eric Daniels 18 September 2021 18 September 2024 One month One month
Geeta Gopalan 1 November 2021 1 November 2024 One month One month
Hendrik Nelis 5 September 2021 5 September 2024 One month One month
Neil Rimer 5 September 2021 5 September 2024 One month One month
Matthew King 19 May 2021 19 May 2024 One month One month
Helen Beck 1 June 2021 1 June 2024 One month One month
The Executive Directors’ service contracts are on a rolling basis. All Non-Executive Directors have letters of
appointment with the Company. The appointments of each of the Non-Executive Directors are for an initial term of
three years, and have been extended for those Non-Executive Directors whose original term has since expired. The
appointment of each Non-Executive Director is subject to annual re-election at the AGM.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 107
Shareholder voting
The Committee’s resolutions at the Company’s 2021 AGM (in respect of the Remuneration Policy) and the 2023 AGM (in
respect of the Annual Report on Remuneration) received the following votes from shareholders:
Annual Report on Remuneration
(2023 AGM)
Remuneration Policy
(2021 AGM)
Number of votes
Votes cast in favour 213,472,788 94.12% 226,078,928 98.17%
Votes cast against 13,130,080 5.79% 3,229,853 1.40%
Votes withheld 217,670 0.10% 977,804 0.43%
Total votes cast (including withheld) 226,820,538 100.00% 230,286,585 100.00%
Single total figure of remuneration (audited)
The following tables set out the aggregate emoluments earned by the Directors in the year ended 31 December 2023
and 2022 respectively.
2023
Salary
and fees
£000
Taxable
benefits 
1
£000
Pensions 
2
£000
Bonus
£000
Long-term
incentives 
3
£000
Total
£000 Other
Total
fixed
£000
Total
variable
£000
Executive Directors
Lisa Jacobs 412 1 20 268 701 433 268
Oliver White 408 4 20 200 101
4
733 432 301
Non-Executive Directors
Andrew Learoyd 207 0 207 207
Eric Daniels 70 0 70 70
Geeta Gopalan 80 80 80
Helen Beck 70 70 70
Matthew King 70 70 70
Samir Desai 55 55 55
Hendrik Nelis
5
Neil Rimer
5
2022
Executive Directors
Lisa Jacobs 400 2 20 239 661 422 239
Oliver White
6
400 3 20 180 0 603 28 
5
451 180
Non-Executive Directors
Andrew Learoyd 206 206 206
Eric Daniels 69 3 72 72
Geeta Gopalan 79 79 79
Helen Beck 69 69 69
Matthew King 67 67 67
Samir Desai 55 55 55
Hendrik Nelis
5
Neil Rimer
5
1. Taxable benefits for Executive Directors principally include private medical cover and life assurance cover. Taxable benefits for Non-Executive Directors relate
to reimbursement of travel to the workplace. The Company ensures that the Non-Executive Directors are kept whole by settling the expense and any related tax.
The figures shown include the cost of the taxable benefit plus the related tax charge.
2. Executive Directors were eligible for a 5% of base salary pension contribution.
3. No nil-cost options vested under the 2020 LTIP as neither EPS nor Fee Income targets were achieved.
4. Shows the value of the vesting of the 2021 Restricted Share award based on a 3-month average share price to 31 December 2023 of 37.5p. This award was
granted on 19 May 2021 based on a share price of 148.5p. The proportion of the vested value which is attributable to share price growth is therefore zero. The
Remuneration Committee did not exercise discretion in respect of this share price depreciation.
5. Hendrik Nelis and Neil Rimer, who are not independent Non-Executive Directors, have waived their entitlement to a fee.
6. Oliver White took on the interim US Managing Director role from 21 September 2022 in addition to his usual responsibilities. Funding Circle covered the costs
of working in the US such as accommodation, flights, and car hire, however, he was paid an additional payment of £27,500 to compensate him for the material
additional work and responsibilities undertaken. This additional allowance was in keeping with our shareholder-approved Remuneration Policy, under which:
The Committee may determine that Executive Directors should receive additional reasonable benefits if appropriate, taking into account typical market practice
and practice throughout the Group”. A one-off payment (which is not pensionable nor bonusable) was preferred to an uplift in salary due to the multiplicative
impact of salary on total remuneration and the interim nature of the appointment.
Annual report on remuneration continued
CORPORATE GOVERNANCE
Funding Circle Holdings plc | Annual Report and Accounts 2023108
2023 annual bonus
The maximum opportunities for 2023 were 133% of salary for the CEO and 100% of salary for the CFO. As announced in
last year’s Directors’ Remuneration Report, given the strategic importance of FlexiPay and to provide more appropriate
alignment with our medium-term plan, we moved the weighting of the financial measures to 60% of the annual
bonus measures and the strategic/non-financial measures (including FlexiPay) to 40%. For the financial measures,
performance was assessed by reference to the UK and US Loans businesses only, in order to ensure that the Group
annual bonus did not inadvertently discourage the necessary strategic investment in FlexiPay during the year. This
aligns with our approach to providing guidance to the market both for 2023 and for our medium-term guidance. The
measures were set by the Committee and are in line with Funding Circle’s strategy. Stretching financial targets were
set by the Committee at the start of the year, considering our 2023 budget and guidance at the time. For the financial
measures, an on-target bonus could be earned for achieving 2023 budget performance.
Structure of the 2023 bonus
Element (weighting %)
Threshold
(0% payout)
Target
(50% payout)
Maximum
(100% payout) Outcome
Implied payout
of element
CEO CFO
Financial
measures (60%)
Loans AEBITDA (30%) £0m £10.6m £15.9m £10.7m 50.9%
Loans Total Income (30%) £137.5m £162m £186.5m £153.9m 33.5%
Strategic / Non-financial including FlexiPay (40%) See below 59.0% 59.0%
Total (% of maximum) 48.9% 48.9%
Total (% of salary) 65.1% 48.9%
Final outcome (£k) 268 200
In this overall performance context, the outcome of the bonus assessment against the agreed targets was 48.9%
of maximum. The Committee considers this an appropriate reflection of the overall performance delivered for
stakeholders, and therefore no discretion was applied. 40% of the bonus payout will be deferred into shares for three
years, in keeping with our Remuneration Policy.
Strategic/non-financial measures
Category Details on objectives
Performance
assessment
FlexiPay 5 FlexiPay scaled significantly in 2023, reaching ~£230m in-year transactions, £234m of originations and
4x growth versus 2022. Although total income was below expectations, overall AEBITDA targets were
achieved.
5 Customer usage tripled in 2023 with over 60,000 transactions, supporting 12,000 businesses.
5 Credit performance remained stable in the year and in line with targeted economics.
5 Demonstrated ability to attract more customers to broader Funding Circle ecosystem by creating a more
frequent use customer use case and enabling customers to borrow, pay and spend.
5 Senior debt funding successfully in place.
5 Strategic milestones in the year were successfully achieved, including the launch of the FlexiPay Card.
Stakeholders
Doing the right
thing for our
customers and
shareholders
5 Our Net Promoter Score remained strong in 2023 at 79 for the Group.
5 Over 2023, Funding Circle dealt with customer complaints in line with the risk appetite set by the Board.
5 Strong start to participation in the third iteration of the UK government Recovery Loan Scheme,
supporting an incremental set of businesses.
5 New customer segments launched in 2022 continued to deliver growth and Marketplace showed strong
momentum in the UK and US.
5 Expanded distribution channels with new partnerships in the UK.
5 Completed first year of sports sponsorship with Premiership Rugby, connecting with local communities
and driving brand engagement.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 109
Category Details on objectives
Performance
assessment
Circlers
Building an
incredible place
to work and learn
5 Employee engagement fell marginally by 1% to 68%. This is slightly below our target of 70%. 84% of
Circlers recommend Funding Circle as a great place to work, exceeding our target by 4%.
5 Introduced and embedded a new framework for goals and objective setting across the organisation.
5 Continued progress was made in 2023 across diversity, equity and inclusion.Circler sentiment remains
strong, with 75% of Circlers feeling like they belong at Funding Circle, and 83% believing that people from
all backgrounds and identities have equal opportunities to succeed.
5 Senior gender diversity is reported at 35% ,which is up on the previous year, continuing to progress
towards our stretch goal of 40% representation. Excluding Technology roles, we are now around the
40% target.
5 Our mean Gender Pay Gap reduced from 22.4% to 17.4% and our median from 30.5% to 26.1%.
Risk and
sustainability
Building a
resilient and
sustainable
business to
support all of
our stakeholders
5 Made good progress with the implementation of our climate strategy. We achieved carbon neutrality PAS
2060 recertification for our 2022 operational emissions, and have started the process for setting science
based targets, with the aim to develop an annual transition plan to map our ambition to net zero by 2050.
5 Continued to support charities delivering social and environmental value, such as Earthwatch’s Tiny
Forest movement, and Hatch Enterprise which empowers underrepresented entrepreneurs to launch and
grow their businesses. Circlers contributed 225 volunteering Impact Days in support of a range of good
causes, raising over £20k for charitable causes.
5 Credit risk metrics have been assessed as “Green” for the entire year across both the UK and US.
5 Our portfolios in the US and UK are showing resilience and generally performing well. Strong credit risk
management and credit strategy demonstrated by fast and effective changes being made in a volatile
environment.
5 Technology risk and technical resilience continue to improve with more robust testing capabilities in place
to support changes before production implementation.
5 Improved technology automation, alerting and incident response capability to maintain a stable platform.
5 Strengthened our financial crime controls and ensured continued compliance with anti-money laundering
and sanctions regulations.
5 In 2023, we have maintained a robust control environment in relation to payment creation, payment
authorisation, reconciliation review and monthly reporting.
5 The controls implemented in the prior year for the late payment money flow are embedded in the control
environment and we continue with best practices in relation to the holding and treatment of client money
and perform reconciliations daily.
5 Control environment assessments improved year on year.
CEO personal
performance
Lisa has continued to lead with authenticity and has positive feedback from the Board and her team. In a
challenging and volatile macro environment she has demonstrated an ability to adapt and respond quickly
and has not shied away from difficult decisions. She has continued to drive growth in new products while
employing a disciplined approach to risk management. Her passion for the Company’s mission is clear and
she has built a strong values driven culture.
CFO personal
performance
Oliver’s role has further expanded in 2023 and now encompasses finance, capital markets and UK operations
(which he took on in Q4 2023) demonstrating the confidence Lisa has in him. Capital markets has had a
strong year, with good execution against commercial goals. Finance continues to run well. He has continued
to provide calm, thoughtful, open and transparent leadership and challenge to the Board, management
team and Lisa.
Restricted shares vesting in respect of 2023
Oliver White was granted an award of restricted shares on 19 May 2021 with a face value of 100% of salary (equivalent
to an award of 269,306 nil-cost options) under our current Remuneration Policy. Vesting was based on meeting
a performance-based financial underpin of 3-year average Operating Income covering the years 2021 to 2023
being greater than £150m. Based on the actual performance in 2021, 2022 and 2023 Operating Income of £165.5m,
£131.4m, and £154.8m respectively the 3-year average is £150.6m which is just above the underpin. In addition to the
financial underpin there were also qualitative underpins to ensure that Executive Directors are not rewarded where
the Committee considers there to have been a failure in performance, including serious breach of regulation, material
reputational damage and gross misconduct. The Committee determined that the qualitative underpins were also met
and that no further discretion needs to be exercised and therefore the Restricted Shares will vest in full on 19 May
2024. There is a further 2-year post-vesting holding period that will apply until 19 May 2026.
Annual report on remuneration continued
2023 annual bonus continued
Strategic/non-financial measures continued
CORPORATE GOVERNANCE
Funding Circle Holdings plc | Annual Report and Accounts 2023110
Restricted Share awards granted during 2023
Restricted Share awards were granted to the Executive Directors on 30 March 2023 under our Policy. Details of the
awards are set out below:
Face value at grant  
1
Type of award Number of shares £ % of salary Grant date Vesting date Holding period
Lisa Jacobs Nil-cost option 358,177 193,416 46.7% 30 March 2023 30 March 2026 30 March 2026
to 30 March
2028
Oliver White Nil-cost option 269,306 145,425 35.5% 30 March 2023 30 March 2026 30 March 2026
to 30 March
2028
1. Based on a grant date share price of £0.54 and salaries of £414,000 for Lisa Jacobs and £410,000 for Oliver White.
Vesting will be subject to a financial underpin based on Total Income as well as qualitative underpins to ensure that
Executive Directors are not rewarded where the Committee considers there to have been a failure in performance,
including serious breaches of regulation, material reputational damage or gross misconduct. The financial underpin
was set such that annual Total Income must be on average £130m over the period of three years 2023 to 2025. Prior to
vesting, the Committee will assess whether the actual performance of the Company and Executive Directors warrants
the vesting of awards, to guard against payment for failure or windfall gains. The Committee retains the discretion to
make any adjustment to vesting it deems necessary.
Directors’ shareholding and share interests (audited)
Table of Directors’ share interests as at 31 December 2023
Beneficially
owned shares 
1
Vested but
unexercised
awards
Unvested
awards
(not subject to
performance
conditions)
Unvested
awards
(subject to
performance
conditions) Total
Executive Directors
Lisa Jacobs 398,099 736,142 173,929 716,354 2,024,524
Oliver White 292,749 71,237 280,247 807,918 1,452,151
Non-Executive Directors
Andrew Learoyd 1,689,991 100,000 1,789,991
Samir Desai 16,397,164 2,150,000 192,570 18,739,734
Eric Daniels 101,785 187,500 289,285
Geeta Gopalan 33,216 33,216
Helen Beck 9,235 9,235
Matthew King 15,400 15,400
Hendrik Nelis
Neil Rimer
1. Includes shares owned by connected persons.
The Company’s share ownership requirements are that Executive Directors shall (subject to personal circumstances)
build and maintain a shareholding equivalent to at least 200% of salary over five years from their appointment. At the
end of the 2023 financial year, the CEO (who was appointed to the Board on 1 January 2022), held 1,308,170 shares,
equal to 79.7% of salary (which includes unexercised awards on a net of tax basis) based on the three-month average
share price to 31 December 2023 of 37.5p. The CFO (who was appointed to the Board on 15 June 2020), held 644,233
shares, equal to 43.8% of salary (which includes unexercised awards on a net of tax basis) based on the three month
average share price to 31 December 2023 of 37.5p. Unvested awards subject to performance conditions are not taken
into account in the assessment of the shareholding until such time as they vest.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 111
Table of Directors’ vested and unvested share awards (audited)
Award
type 
1
Date of grant
No. of
awards at
1 January
2023
Awards
granted
in the year
Awards
lapsed
in the year
Awards
vested
in the year
Awards
exercised
in the year
No. of
awards at
31 December
2023
Date of
vesting
Exercise
price
Market
price
on
exercise
Executive Directors
Lisa Jacobs 2018 LTIP 29/11/2019 250,000 250,000 11/03/2020 £0.00 n/a
18/03/2020 162,500 162,500 12/03/2022 £0.00 n/a
26/03/2021 173,642 173,642 173,642 26/03/2023 £0.00 n/a
Restricted Shares 24/03/2022 358,177 358,177 24/03/2025 £0.00 n/a
30/03/2023 358,177 358,177 30/03/2026 £0.00 n/a
2021 Deferred bonus plan 30/3/2023 166,110 166,110 30/3/2026 £0.00 n/a
Share Incentive Plan 03/11/2020 4,646 4,646 15/04/2022 £0.00 n/a
05/05/2021 2,341 2,341 05/05/2023 £0.00 n/a
20/04/2022 4,814 4,814 20/04/2024 £0.00 n/a
16/06/2022 3,005 3,005 16/06/2024 £0.00 n/a
2011 EMI Share Plan 19/03/2013 41,000 41,000 26/09/2016 £0.02 £0.61
05/11/2013 44,000 44,000 19/03/2017 £0.02 n/a
Unapproved 09/05/2018 150,000 150,000 01/03/2022 £0.44 n/a
Oliver White 2018 LTIP 19/06/2020 925,390 925,390 31/03/2023 £0.00 n/a
Share Incentive Plan 03/11/2020 4,991 4,991 15/04/2022 £0.00 n/a
18/01/2021 3,967 3,967 3,967 18/01/2023 £0.00 n/a
20/4/2022 7,819 7,819 20/04/2024 £0.00 n/a
2020 bonus buyout 26/03/2021 71,237 71,237 26/03/2022 £0.00 n/a
Restricted Shares 19/05/2021 269,306 269,306 19/05/2024 £0.00 n/a
24/03/2022 269,306 269,306 24/03/2025 £0.00 n/a
30/03/2023 269,306 269,306 30/3/2026 £0.00 n/a
2021 Deferred bonus plan 21/04/2022 147,533 147,533 21/04/2025 £0.00 n/a
30/03/2023 124,895 124,895 25/03/2025 £0.00 n/a
Non-Executive Directors
Andrew Learoyd Unapproved 18/6/2015 100,000 100,000 18/06/2015 £0.31 n/a
Samir Desai Unapproved 13/06/2018 2,150,000 268,750 2,150,000 01/06/2020 £0.00 n/a
2021 Deferred bonus plan 21/04/2022 192,570 192,570 21/04/2025 £0.00 n/a
Eric Daniels Unapproved 22/04/2013 195,704 195,704 22/04/2013 £0.02 £0.53
09/09/2016 187,500 187,500 01/03/2016 £0.39 n/a
1. Other than in certain circumstances as set out in the 2021 Directors’ Report on Remuneration on page 102 (e.g. on termination of employment or change of
control), vested unapproved options can be exercised during a period of ten years from the date of grant.
Payments for loss of office
There were no payments made for loss of office during the year.
Payments to former Directors
There were no payments made to former Directors during the year.
Annual report on remuneration continued
CORPORATE GOVERNANCE
Funding Circle Holdings plc | Annual Report and Accounts 2023112
Performance graph
The chart below illustrates the Company’s TSR performance compared with that of the FTSE AllShare Index. This index
has been chosen as the Company is a constituent and it is considered the most appropriate benchmark against which
to assess the relative performance of the Company. The chart shows the value of £100 invested in Funding Circle at
the IPO offer price of £4.40 per share on 28 September 2018 compared with the value of £100 invested in the FTSE
AllShare Index on that date.
Funding Circle plc
FTSE AllShare Index
£
0
20
40
60
80
100
120
Sep 2018 Dec 2018 Dec 2019 Dec 2023Dec 2021Dec 2020 Dec 2022
CEO remuneration table
The table below sets out the CEO’s single figure of total remuneration.
£000 2016 2017 2018 2019 2020 2021 2022 2023
CEO
Samir
Desai
Samir
Desai
Samir
Desai
Samir
Desai
Samir
Desai
Samir
Desai
Lisa
Jacobs
Lisa
Jacobs
CEO total remuneration
1
160 204 4,081 211 201 629 661 701
Annual bonus payout (% maximum)
2
n/a n/a n/a n/a n/a 78.4% 45.0% 48.9%
Long-term incentives (% maximum)
3
n/a n/a n/a n/a n/a n/a n/a n/a
1. The 2018 figure includes share options that were granted prior to IPO which were subject to continued employment only. In 2021 Samir Desai waived his salary
increase from £210,000 to £400,000.
2. Samir Desai did not participate in any bonus from bonus from 2016 to 2020.
3. Samir Desai did not participate in any long-term incentive. Lisa Jacobs’ first long-term incentive opportunity as CEO was the Restricted Share award made in
March 2022. The % vesting of this award will be reported against 2024 in the relevant Directors’ Remuneration Report.
Relative importance of spend on pay
The table below sets out our relative importance of spend on pay. There have been no dividends paid to date.
Total Income and Adjusted EBITDA (AEBITDA) have been presented as these are two key performance measures used
by the Directors in assessing Funding Circle’s performance.
2023 2022 % Change
Total Income £162.2m £151.0m +7.4%
Adjusted EBITDA -£3.9m £9.5m -141.1%
Employee costs £96.5m £86.4m +11.7%
Average number of employees 959 893 +7.4%
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 113
Percentage change in Directors’ remuneration compared with employees
The table below sets out the annual percentage change in remuneration from 2020 to 2023 for each individual who
was a Director during 2023, compared to that for an average employee. Data for former Directors during this timeframe
can be found in the relevant Directors’ Remuneration Reports spanning their tenure.
Salary/fees
1
Benefits Annual bonus
2022 to
2023
2021 to
2022
2020 to
2021
2019 to
2020
2022 to
2023
2021 to
2022
2020 to
2021
2019 to
2020
2022 to
2023
2021 to
2022
2020 to
2021
2019 to
2020
Executive Directors
Lisa Jacobs
2
+2.9% n/a n/a n/a +2.7% n/a n/a n/a +12.0% n/a n/a n/a
Samir Desai (CEO) n/a n/a +5% -5% n/a n/a +33.6%
3
0% n/a n/a n/a n/a
Oliver White
4
+2.1% n/a +1.7% -22% +8.4% n/a +11.1% -43.7% n/a n/a
Non-Executive Directors
Andrew Learoyd +0.6% +2.9% +5% -5% n/a n/a n/a n/a n/a n/a n/a n/a
Samir Desai (NED) n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Eric Daniels +1.2%% +6.4% +5% -5% -91.9% +21% n/a -100% n/a n/a n/a n/a
Geeta Gopalan +1.1% +11% +15% -5% n/a n/a n/a n/a n/a n/a n/a n/a
Helen Beck
5
+1.2% +6.4% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Matthew King
6
+3.7% +39.3% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Hendrik Nelis
7
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Neil Rimer
7
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Average employee
8
+3.4% 8.7% -13.3% -1.7% +7.3% -4.0% +8.7% +1.8% 7.0% +3.3% +17.1% +61.2%
1. The Board and the Global Leadership Team voluntarily reduced their salaries and fees by 20% over the period March to May 2020 in response to the Covid-19
pandemic. This is the reason for the change in salaries and fees from 2019 to 2021 shown above. No Director received a salary or fee increase during 2020 or
2021. Samir Desai, as CEO, waived his salary increase for 2021.
2. Lisa Jacobs was appointed to the Board on 1 January 2022.
3. Samir Desai’s benefits did not include a pension contribution or cash in lieu which he waived his right to.
4. Oliver White was appointed to the Board on 15 June 2020.
5. Helen Beck was appointed to the Board on 1 June 2021. For the comparison of 2021 to 2022, Helen’s 2021 fee has been annualised to permit meaningful
comparison. The increase reported in the table above reflects the increase in 2022 in the additional fee payable for chairing the Remuneration Committee.
6. Matthew King was appointed to the Board on 19 May 2021. For the comparison of 2021 to 2022, Matthew’s 2021 fee has been annualised to permit meaningful
comparison. The increase reported in the table above reflects the introduction of an additional fee payable for chairing the Board of Funding Circle Ltd.
7. Hendrik Nelis and Neil Rimer, who are not independent Non-Executive Directors, have waived their entitlement to a fee.
8. The annual percentage change of the average remuneration of the Company’s employees, calculated on a full-time equivalent basis.
CEO pay ratio
Funding Circle is committed to remunerating its employees fairly and competitively. We calculate our CEO pay ratio
using the prescribed Methodology A, as shown in the table below. Methodology A was selected as this is considered
the most accurate approach and is generally the preferred approach by shareholders and proxy agencies.
Year Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio
2023 Option A 18.1 11.8 7.4
2022 Option A 17.6 11.3 7.0
2021 Option A 18.4 11.6 6.9
2020 Option A 5.8 3.8 2.3
2019 Option A 6.8 3.9 2.5
There has been an slight increase in the CEO pay ratio for 2023 due to Lisa’s bonus paying out slightly higher in 2023
than in 2022. The Board has confirmed that the ratio is consistent with the Company’s wider policies on employee pay,
reward and progression.
Total pay and benefits used to calculate the ratios
The table below sets out the UK employee percentile pay and benefits used to determine the above pay ratios and the
salary component for each figure.
25th percentile Median 75th percentile
2023
Salary component £31,603 £50,169 £83,212
Total pay and benefits £38,831 £59,286 £95,018
Annual report on remuneration continued
CORPORATE GOVERNANCE
Funding Circle Holdings plc | Annual Report and Accounts 2023114
The CEO remuneration is the total single figure remuneration for the relevant years and 2022 and 2023 are disclosed
on page 108. The UK employee total remuneration has been calculated based on the amount paid or receivable for the
relevant years. The calculations for the UK employees were performed as at the final day of the relevant financial year.
Implementation of the Remuneration Policy for the year ended 31 December 2024
Salary
Initially, after considering several factors, including internal relativities and external comparative data, the Committee
had proposed an increase of
4% for Lisa Jacobs (her salary being lower quartile in the FTSE small-cap), but Lisa waived
any increase above 2.5% for 2024 to be in line with the proposed increases for Oliver White and to reflect the focus on
cost management and profitability in 2024.
Lisa’s bonus opportunity and Restricted Share award will be based on her salary
post-waiver.
The table below shows the salaries for the Executive Directors as at 1 March 2024 in comparison to base salary as at
1 March 2023. The below increases are below the budget for other Circlers of 5%.
1 March
2023
1 March
2024 % change
Lisa Jacobs £414,000 £424,350 +2.5%
Oliver White £410,000 £420,250 +2.5%
Annual bonus
The maximum opportunity for the CEO is 133% of salary and for the CFO is 100% of salary. The target opportunity
for both is 50% of maximum opportunity. In line with 2023, we will base the annual bonus at least 60% on
financial measures, which will continue to reflect income and profit measures, and up to 40% on strategic/non-
financial measures.
40% of any bonus earned will be deferred into shares for three years. The Board considers the actual targets for 2024
to be commercially sensitive at this time, however, we will provide retrospective disclosure of these targets in next
year’s report.
The Committee may apply its discretion to amend the bonus payout should any formulaic assessment of performance
not reflect the Committee’s assessment of overall business performance, the performance of the individual, or the
experience of shareholders or other stakeholders over the performance year.
Restricted Share awards
In determining award sizes for the Executive Directors for 2024, the Committee has carefully considered a number of
factors. The Committee noted that as a result of the ‘fixed number of shares’ grant model in the 2021 Policy, the actual
face value of awards made to Executive Directors during 2022 and 2023 fell substantially below the market competitive
level (for example, 2023 awards had a grant value of c.47% and c.35% of salary for the CEO and CFO, respectively –
see page 111), and the level of equity granted to date. However, the Committee also reflected on investor guidance and
expectations around safeguarding against the potential for ‘windfall gains’ in scenarios where long-term share awards
are granted following a period of share price decline.
The 2024 awards will be granted following shareholder approval of the new Policy at the AGM in May. Taking into
account the factors above, the Committee
will grant awards at a level below the Policy maximum of 133% and 100%
of salary, for the CEO and CFO respectively, which we believe strikes an appropriate balance between the various
perspectives. We retain discretion to ensure the actual grant, which will be disclosed when awards are granted and in
next year’s report, reflects the latest available information prior to grant.
Restricted share awards will be subject to a discretionary underpins that guide the Remuneration Committee when
determining whether any discretion needs to be applied to reduce, including to nil, the final vesting of the restricted
shares. The underpins are both financial as well as non-financial, as follows:
5 For the financial underpins the Remuneration Committee will assess whether there is a material weakness in
the underlying financial health or sustainability of the business. Factors such as, but not limited to, share price,
Originations, Net Income, profitability, and cash generation would be considered, in the context of the Board’s
expectations and the market environment.
5 For the non-financial underpins the Remuneration Committee will assess ESG performance, delivery against
strategic objectives, and personal performance over the vesting period.
5 To ensure that Executive Directors are not rewarded where the Committee considers there to have been a failure in
performance, including serious breaches of regulation, material reputational damage or gross misconduct further
reductions will be made.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 115
Implementation of the Remuneration Policy for the year ended 31 December 2024 continued
Restricted Share awards continued
5 Prior to vesting, in addition to the above, the Committee retains the flexibility to assess any element of performance
it deems appropriate in order to determine whether a discretionary adjustment is requirement
Any vested awards will remain subject to a two-year post-vesting holding period.
Benefits and pension contributions
In line with our Policy, the benefits offered to Executive Directors are in line with those available to other employees in
the Group. All Circlers (including Executive Directors) are offered the opportunity to receive Private Medical Insurance,
life assurance, dental insurance, and a health cash plan paid for by Funding Circle. Circlers can upgrade their cover and
include family members/spouses/partners at their own cost. The Executive Directors, and all UK Circlers, are eligible to
receive a pension contribution and/or cash in lieu of 5% of salary.
2023 and 2024 Non-Executive Director and Chair fees
It has been determined that the Non-Executive Director fees will remain unchanged for 2024, as set out in the
table below:
Fee 2023 2024
Chair fee £207,000 £207,000
Non-Executive Director base fee £55,000 £55,000
Senior Independent Director fee £10,000 £10,000
Committee Chair fees (other than the Nomination Committee) £15,000 £15,000
Chair of Funding Circle Ltd £15,000 £15,000
This report has been prepared in accordance with the Companies Act 2006, Schedule 8 of the Large and Medium-
sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended), the 2018 UK Corporate
Governance Code and the UK Listing Authority’s Listing Rules.
Annual report on remuneration continued
CORPORATE GOVERNANCE
Funding Circle Holdings plc | Annual Report and Accounts 2023116
Report of the Directors
for the year ended 31 December 2023
The Directors present their report (the “Directors’ Report) and the Annual Report and Accounts for the year ended
31 December 2023.
Information required to be part of the Directors’ Report either by statute, by Listing Rule 9.8 or by the DTRs can be
found either in this section or elsewhere in this document, as indicated in the table below. All information located
elsewhere in this document is incorporated into this Directors’ Report by reference:
Section of Annual Report Page reference
Information required by LR9.8/DTRs
Corporate Governance Statement Corporate Governance Statement (page 74)
Going Concern and Viability Statement Risk Management (page 64)
Directors’ interests Remuneration Report (page 111) and Directors’ Report (page 117)
Long-term incentive schemes Remuneration Report (page 99)
Waiver of emoluments Remuneration Report (pages 94 to 116)
Powers for the Company to buy back its shares Directors’ Report (page 118)
Allotment of shares during the year Note 15 to the financial statements
Significant shareholders Directors’ Report (page 119)
Related party agreements Note 23 to the financial statements
Diversity policy Strategic Report (page 25)
Climate-related financial disclosures Environment, social and governance (“ESG”) (pages 22 to 41)
Statutory information
Stakeholder engagement Strategic Report – Our stakeholders (pages 42 to 44). See also Board
decision making and section 172 duties on pages 72 to 74 of the
Corporate Governance Report.
Employee engagement Strategic Report – Our stakeholders (pages 42 to 44) and Our People
(page 25). See also Board decision making and section 172 duties on
pages 72 to 74 of the Corporate Governance Report.
Policy concerning the employment of
disabled persons
Strategic Report – Our people (page 25)
Financial instruments Note 14 to the financial statements
Future developments of the business Strategic Report (pages 4 to 51)
Greenhouse gas emissions, energy consumption
and energy efficiency action
Strategic Report – Environment, social and governance (pages 28 to 30)
Significant agreements Directors’ Report (page 117)
Non-financial reporting Strategic Report – see below
Management Report
This Directors’ Report, together with the Strategic Report on pages 1 to 65, forms the Management Report for the
purposes of DTR 4.1.5R.
Strategic Report
Section 414A of the Companies Act 2006 (the “Act”) requires the Directors to present a Strategic Report in the Annual
Report and Accounts. The information can be found on pages 1 to 65.
The Company has chosen, in accordance with section 414C (11) of the Act and as noted in this Directors’ Report, to
include certain matters in its Strategic Report that would otherwise be disclosed in this Directors’ Report.
Section 414C of the Act requires the Company to include within its Strategic Report a non-financial statement setting out
such information as is required by section 414CB of the Act. Such information is set out in the ESG section on pages 22 to
41, the Our business model and Our strategy sections on pages 12 to 13 and 18 to 19, our key performance indicators on
page 20 to 21, and the Risk management and Going concern and Viability statement sections on pages 52 to 65.
Directors and their interests
Biographies of the Directors currently serving on the Board are set out on page 68 to 69. Our Articles of Association
provide that all our Directors must stand for re-election by shareholders at each AGM.
Details of Directors’ service contracts are set out in the Directors’ Remuneration Report on page 107. The interests of
the Directors in the shares of the Company are also shown on page 111 of that report. In the period between 1 January
2024 and the date of this report), there were no additional ordinary shares allotted to Lisa Jacobs or Oliver White under
the Company’s Share Incentive Plan.
In line with the requirements of the Act, each Director has notified the Company of any situation in which they have,
or could have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company (a
situational conflict). The Board has formal procedures to deal with Directors’ conflicts of interest.
None of the Directors has a material interest in any significant contract with the Company or any member of its Group.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 117
Insurance and indemnities
The Company maintains appropriate insurance to cover Directors’ and Officers’ liability for itself and its subsidiaries. In
addition, the Company indemnifies each Director under a separate deed of indemnity. The Company also indemnifies
each Director under its Articles of Association. Such indemnities are qualifying indemnities for the purposes of, and
permitted under, section 234 of the Act.
Results and dividends
The Group’s and the Company’s audited financial statements for the year are set out on pages 129 to 190.
The Directors do not recommend payment of a final dividend for 2023 (2022: £nil).
Authority to allot or purchase the Company’s shares
The Articles permit the Directors to issue or approve the purchase by the Company of its own shares, subject to
obtaining shareholders’ prior approval. The authority to issue or buy back shares will expire at the 2024 AGM, and
it will be proposed at the meeting that the Directors be granted new authorities to issue and buy back shares. The
Directors currently have authority to approve the Company’s purchase of up to 36,130,314 of the Company’s ordinary
shares. The trustee of the Company’s Employee Benefit Trust made market purchases of 3,290,000 (2022: 17,660,340)
ordinary shares of nominal value of £0.001 in the Company from May to June 2023, representing 0.91% of the issued
share capital at 31 December 2023, for the purpose of satisfying employee share option plans. The total cost of the
market purchases was £1.8m with the weighted average purchase price of each share being £0.55. This represents the
maximum number of purchased shares held during the year. 3,446,471 shares were utilised during the year to satisfy
the exercise of employee share options. As at the date of this report, the trustee holds 4.6% of the Company’s issued
share capital.
Share capital
The Company’s issued share capital comprises ordinary shares of £0.001, each of which are listed on the London Stock
Exchange. The issued share capital of the Company as at 31 December 2023 comprises 361,303,143 ordinary shares
of £0.001 each. Further information regarding the Company’s issued share capital can be found on page 168 of the
financial statements.
Details of the shares held by the Group’s Employee Benefit Trust are disclosed in note 15 to the financial statements.
Rights attaching to shares
All shares have the same rights (including voting and dividend rights and rights on a return of capital) and restrictions
as set out in the Articles, described below. Except in relation to dividends and rights on a liquidation of the Company,
the shareholders have no rights to share in the profits of the Company. The Company’s shares are not redeemable.
However, following any grant of authority from shareholders, the Company may purchase or contract to purchase any
of the shares on or off market, subject to the Act and the requirements of the Listing Rules.
Voting rights
All members who hold ordinary shares are entitled to attend and vote at the AGM. On a show of hands at a general
meeting, every member present in person shall have one vote and on a poll, every member present in person or by
proxy shall have one vote for every share of which he or she is the holder. No shareholder holds ordinary shares
carrying special rights relating to the control of the Company and the Directors are not aware of any agreements
between holders of the Company’s shares that may result in restrictions on voting rights.
Shares held by the Company’s Employee Benefit Trust rank pari passu with the shares in issue and have no special
rights. Voting rights and rights of acceptance of any offer relating to shares held in trust rest with the Trustees and are
not exercisable by employees, although the Trustees will not automatically exercise such rights arising from allocated
shares unless directed by the Company.
Restrictions on transfer of securities
The Articles do not contain any restrictions on the transfer of ordinary shares in the Company other than the usual
restrictions applicable where any amount is unpaid on a share. All issued share capital of the Company at the date
of this report is fully paid. Certain restrictions are also imposed by laws and regulations (such as insider dealing and
market requirements relating to closed periods) and requirements of the Disclosure Guidance and Transparency Rules,
as well as the Company’s own dealing codes, whereby Directors, persons connected to the Directors and certain
employees of the Company require approval to deal in the Company’s securities.
Change of control
Certain LTIP awards held by members of the GLT (excluding the Executive Directors) contain additional protections
in the event of termination of employment due to a takeover bid where such termination is deemed to be connected
with the change of control. Save in respect of these awards, there are no agreements between the Company and its
Directors or employees providing for compensation for loss of office or employment (whether through resignation,
purported redundancy or otherwise) because of a takeover bid.
Report of the Directors continued
CORPORATE GOVERNANCE
Funding Circle Holdings plc | Annual Report and Accounts 2023118
The Group is party to a limited number of funding and servicing agreements that include change of control provisions
which, in the event of a change of control undertaken not in compliance with the procedural requirements of the
relevant arrangement, could result in the termination of further loan origination and termination of servicing by the
Group under the affected arrangement. In addition, the Group participates in one or more lending schemes that
benefit from a form of government-backed guarantee and it is expected that, in the event of a change of control of the
Company, the consent of the relevant loan guarantor would be required to enable the Group’s continued participation
in those schemes.
Significant shareholdings
As at 31 December 2023 and at the date of this report, the Company has been notified pursuant to DTR5.1, or is
otherwise aware, of the following significant interests in the issued ordinary share capital of the Company:
Name of shareholder
Number
of ordinary
shares as at
31 December
2023
Percentage
issued share
capital as at
31 December
2023
Number
of ordinary
shares as at
14 March
2024
Percentage
issued capital
as at
14 March
2024
Index Ventures 58,618,351 16.22 58,618,351 16.22
Aktieselskabet af 2.7.2018 46,507,936 12.87 47,067,936 13.03
Accel London Management 26,906,743 7.45 26,906,743 7.45
Funding Circle Employee Benefit Trust 16,726,515 4.63 16,726,515 4.63
DST Managers 16,505,378 4.57 16,505,378 4.57
JO Hambro Capital 16,403,932 4.54 16,403,932 4.54
Mr Samir Desai 16,397,164 4.54 16,397,164 4.54
T Rowe Price International Ltd 16,295,220 4.51 16,295,220 4.51
Capital Group 14,713,073 4.07 14,713,073 4.07
Research and development
The Group invests in the research and development of technology and software products that enable the Group to
achieve its key performance objective of growing lending to SMEs whilst delivering resilient returns to investors.
Political donations
There were no political donations made during the year or the previous year.
External branches
The Company has subsidiaries in the United Kingdom, the United States of America, Germany, Spain and the
Netherlands and has one UK branch of the Netherlands entity.
External auditors
PwC have confirmed their willingness to continue as external auditors and a resolution to reappoint them as the
Company’s external auditors, and to authorise the Directors to fix the auditors’ remuneration, will be proposed at
the 2024 AGM.
Statement of disclosure of information to auditors
Each of the persons who is a Director at the date of approval of this report confirms that:
5 so far as the Director is aware, there is no relevant audit information of which the Company’s external auditors are
unaware; and
5 the Director has taken all the steps that they ought to have taken as a Director in order to make themselves aware of
any relevant audit information and to establish that the Company’s auditors are aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Act.
2024 AGM
The Company’s AGM will take place at 12:00 on 15 May 2024 at the Company’s offices at 71 Queen Victoria Street,
London EC4V 4AY.
A separate circular, comprising a letter from the Chair of the Board, Notice of Meeting and explanatory notes on the
resolutions being proposed, has been circulated to shareholders and is available on our website, https:// corporate.
fundingcircle.com/investors/shareholder-meetings.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 119
Statement of Directors’ responsibilities
in respect of the financial statements
The Directors are responsible for
preparing the Annual Report and the
financial statements in accordance
with applicable law and regulation.
Company law requires the Directors
to prepare financial statements
for each financial year. Under that
law the Directors have prepared
the Group and Company financial
statements in accordance with UK-
adopted international accounting
standards.
Under company law, Directors must
not approve the financial statements
unless they are satisfied that they
give a true and fair view of the state
of affairs of the Group and Company
and of the profit or loss of the Group
for that period. In preparing the
financial statements, the Directors
are required to:
5 select suitable accounting policies
and then apply them consistently;
5 state whether applicable UK-
adopted international accounting
standards have been followed,
subject to any material departures
disclosed and explained in the
financial statements;
5 make judgements and accounting
estimates that are reasonable and
prudent; and
5 prepare the financial statements
on the going concern basis unless
it is inappropriate to presume
that the Group and Company will
continue in business.
The Directors are also responsible for
safeguarding the assets of the Group
and Company and hence for taking
reasonable steps for the prevention
and detection of fraud and other
irregularities.
The Directors are also responsible
for keeping adequate accounting
records that are sufficient to
show and explain the Group’s and
Company’s transactions and disclose
with reasonable accuracy at any
time the financial position of the
Group and Company and enable
them to ensure that the financial
statements and the Directors
Remuneration Report comply with
the Companies Act 2006.
The Directors are responsible for
the maintenance and integrity of the
Company’s website. Legislation in
the United Kingdom governing the
preparation and dissemination of
financial statements may differ from
legislation in other jurisdictions.
Directors’ confirmations
The Directors consider that the
Annual Report and Accounts,
taken as a whole, is fair, balanced
and understandable and provides
the information necessary for
shareholders to assess the Group’s
and Company’s position and
performance, business model
and strategy.
Each of the Directors, whose names
and functions are listed in the Report
of the Directors confirm that, to the
best of their knowledge:
5 the Group and Company financial
statements, which have been
prepared in accordance with
UK-adopted international
accounting standards, give a
true and fair view of the assets,
liabilities and financial position of
the Group and Company, and of
the loss of the Group; and
5 the Strategic Report includes a
fair review of the development
and performance of the business
and the position of the Group
and Company, together with a
description of the principal risks
and uncertainties that they face.
In the case of each Director in
office at the date the Directors’
report is approved:
5 so far as the Director is aware,
there is no relevant audit
information of which the Group’s
and Company’s auditors are
unaware; and
5 they have taken all the steps
that they ought to have taken
as a Director in order to make
themselves aware of any relevant
audit information and to establish
that the Group’s and Company’s
auditors are aware of that
information.
Approved by the Board and signed
on its behalf.
Lisa Jacobs
Chief Executive Officer
14 March 2024
CORPORATE GOVERNANCE
Funding Circle Holdings plc | Annual Report and Accounts 2023120
Financial
statements
122 Independent auditors’ report
129 Consolidated statement of comprehensive income
130 Consolidated balance sheet
131 Consolidated statement of changes in equity
132 Consolidated statement of cash flows
133 Notes forming part of the consolidated financial statements
179 Company balance sheet
180 Company statement of changes in equity
181 Company statement of cash flows
182 Notes forming part of the Company financial statements
191 Alternative performance measures
192 Glossary
195 Shareholder and Company information
196 Company information
FINANCIAL STATEMENTS
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
121Funding Circle Holdings plc | Annual Report and Accounts 2023
Report on the audit of the financial statements
Opinion
In our opinion, Funding Circle Holdings plc’s Group financial statements and Company financial statements (the “financial
statements):
5 give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 December 2023 and of the
Group’s loss and the Group’s and Company’s cash flows for the year then ended;
5 have been properly prepared in accordance with UK-adopted international accounting standards as applied in accordance
with the provisions of the Companies Act 2006; and
5 have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report and Accounts (the “Annual Report”), which
comprise: the consolidated and Company balance sheets as at 31 December 2023; the consolidated statement of
comprehensive income, the consolidated and Company statements of changes in equity and the consolidated and Company
statements of cash flows for the year then ended; and the notes to the financial statements, which include a description of the
material accounting policies.
Our opinion is consistent with our reporting to the Audit and Risk Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the 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 remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and
we have fulfilled our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were
not provided.
Other than those disclosed in note 4, we have provided no non-audit services to the Company or its controlled undertakings
in the period under audit.
Our audit approach
Overview
Audit scope
5 Our audit included full scope audits of Funding Circle Limited (excluding FlexiPay) and the US Group. We performed audit
procedures over material balances in respect of the FlexiPay component at a Group level. We scoped in balances in other
legal entities which together with the full scope audits and FlexiPay audit accounted for 99.7% of the Group’s total income
and 89% of the Group’s loss before taxation.
5 The scope of the audit and the nature, timing and extent of audit procedures were determined by our risk assessment, the
financial significance of financial statement line items and qualitative factors (including history of misstatement through fraud
or error). In particular, we looked at where the directors made subjective judgements, for example in respect of significant
accounting estimates that involved making assumptions and considering future events that are inherently uncertain.
Key audit matters
5 Valuation of SME loans (securitised) and investments in RLS / CBILs trusts (Group)
5 Carrying value of the Company’s investment in the US subsidiary (Company)
5 FlexiPay lines of credit and determination of the allowance for expected credit losses (Group)
Materiality
5 Overall Group materiality: £1,622,000 (2022: £1,430,000) based on 1% of total income (2022: based on 5% of the average of
profit/loss before taxation for the previous three years, adjusted for exceptional items and fair value gains and losses).
5 Overall Company materiality: £3,592,000 (2022: £3,840,000) based on 1% of total assets.
5 Performance materiality: £1,216,500 (2022: £1,072,500) (Group) and £2,694,000 (2022: £2,880,000) (Company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the
financial statements.
Independent auditors’ report
to the members of Funding Circle Holdings plc
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023122
FINANCIAL STATEMENTS
Report on the audit of the financial statements continued
Our audit approach continued
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement (whether
or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we
make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
FlexiPay lines of credit and determination of the allowance for expected credit losses is a new key audit matter this year.
Otherwise, the key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Valuation of SME loans (securitised) and investments
in RLS / CBILs trusts (Group)
Refer to Report of the Audit Committee – Significant
matters considered in relation to the financial statements;
note 1 (material accounting policies); note 10 (investment in
SME loans); and note 14 (financial risk management) of the
Group financial statements.
The Group holds portfolios of US SME loans (securitised)
and investments in RLS / CBILs trusts, recording them on
the balance sheet at fair value with resultant gains and
losses recognised in the income statement. As at the
balance sheet date, the Group’s investment in US SME
loans (securitised) and investments in RLS / CBILs trusts
held at fair value totalled £38.0 million.
The estimation of the fair value of the US SME loans
(securitised) and investments in RLS / CBILs trusts
requires models which utilise both observable and
unobservable inputs.
Consequently it was an area of focus in our audit.
Our audit procedures comprised the following:
5 We understood the controls relating to the valuation of the Group’s
portfolio of US SME loans (securitised) and investments in RLS /
CBILs trusts.
5 We engaged our valuation experts to assess the appropriateness of
the methodology used by management in determining the valuation of
the investments in US SME loans (securitised) and investments in RLS /
CBILs trusts which are held at fair value.
5 This included assessing the reasonableness of the assumptions
within the valuation models, including the discount rate, default rate,
prepayment rate and recovery rate.
5 Our assessment of the reasonableness of the assumptions included
comparison to third party data where available. We derived our own
independent estimate of the discount rates and compared these to those
used by management.
5 We built our own independent models to re-calculate the fair value using
management’s assumptions.
Based on the above procedures performed, and the evidence obtained,
we concluded that the estimated fair value of the US SME loans
(securitised) and investments in RLS / CBILs trusts were reasonable.
Carrying value of the Company’s investment in the
US subsidiary (Company)
Refer to Report of the Audit Committee – Significant
matters considered in relation to the financial statements;
note 1 (material accounting policies including key sources
of estimation uncertainty); and note 5 (investments
in subsidiary undertakings) of the Company financial
statements.
The Company holds an investment in the US subsidiary
with a carrying value of £55.1 million after impairment. IAS
36 ‘Impairment of Assets’ requires that investments are
subject to an impairment review when there is an indication
that an asset may be impaired or where there may be an
impairment reversal. The following indicators of impairment
were identified:
5 the market capitalisation of the Group is lower
than the carrying value of the parent Company’s
investment in its subsidiaries; and
5 evidence that the Group Board was considering the
future direction of the US business at the year end.
Management performed an impairment assessment and
estimated the recoverable amount using a value-in-use
model. This assessment identified that an impairment
of £27.1 million was required in order to reduce the
carrying value to its value-in-use of £55.1 million. We
performed sensitivity analysis to assess the susceptibility
of reasonably possible changes in assumptions used by
management in estimating the value-in-use and identified
the origination and costs growth rate, the discount rate and
the terminal growth rate as the key assumptions.
Given the magnitude of the carrying value of the investment
in the US subsidiary to the Company this has been an area
of focus in our audit.
Our audit procedures comprised the following:
5 We understood and evaluated the design and implementation of
controls relating to the Company’s impairment assessment.
5 We assessed the methodology used by management against
the requirements of the financial reporting framework, including
how they incorporated uncertainty over the future direction of
the US business in their value-in-use model. We also tested the
mathematical accuracy of the model.
5 We agreed the forecast financial information to budgets and
forecasts approved by senior management and the Board, including
the adjustments from the Budget and Medium-Term Plan to reflect
the slower planned growth in SBA lending.
5 We identified the key assumptions in management’s forecasts and
assessed their reasonableness by comparing them to other SBA
businesses and performing a re-calculation based on expected
origination levels.
5 We assessed the reasonableness of the forecast costs by reference
to historical experience and that planned cost increases were
commensurate with the growth forecast.
5 We assessed the appropriateness of the terminal growth rate and
discount rate assumption by using our valuation experts to derive an
independent view on the rates and considered the appropriateness
of management’s risk premium in the discount rate.
Based on the above procedures performed, and evidence obtained, we
considered the Directors’ conclusion that the carrying value of the US
subsidiary is impaired by £27.1 million to be reasonable.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 123
Independent auditors’ report continued
to the members of Funding Circle Holdings plc
Report on the audit of the financial statements continued
Our audit approach continued
Key audit matters continued
Key audit matter How our audit addressed the key audit matter
FlexiPay lines of credit and determination of the
allowance for expected credit losses (Group)
Refer to Report of the Audit Committee – Significant
matters considered in relation to the financial statements;
note 1 (material accounting policies); note 2 (critical
accounting judgements and key sources of estimation
uncertainty); and note 14 (financial risk management) of the
Group financial statements.
At 31 December 2023 the gross carrying value of FlexiPay
lines of credit was £55.4 million and the associated
allowance for expected credit losses was £5.4 million on
drawn lines of credit and £1.4 million on undrawn lines
of credit.
As explained more fully in the Strategic Report, FlexiPay
was launched in 2022 and in 2023 transactions grew to
over £234 million. Management have had to design and
implement new systems, processes and controls over this
business, including those that ensure the completeness
and accuracy of information recorded in the financial
statements.
The determination of the allowance for expected credit
losses is subjective and judgmental. A model is used to
collectively determine the allowance for expected credit
losses for both the drawn and undrawn lines of credit.
The key assumptions and inputs into this model are the
probability of default, loss given default and the use of
multiple, probability weighted, macroeconomic scenarios.
As a new product, FlexiPay has been the subject of
significant internal focus and was a focus of our audit.
We performed the following procedures over the completeness and
accuracy of FlexiPay transactions in the financial statements:
5 We understood the controls relating to the FlexiPay business,
including those over the origination and repayment of lines of credit;
5 We used data auditing techniques to reconcile cash receipts and
payments, as shown on the internal systems, arising from FlexiPay
transactions to entries in third party bank statements;
5 We recalculated a sample of the interest income arising from
FlexiPay transactions; and For a sample of accounts, we agreed key
terms (including fee rate and credit limit) to the agreement with the
customer.
Based on the procedures performed, we concluded that FlexiPay transactions
were recorded completely and accurately in the financial statements.
Together with our credit risk specialists, we performed the following
substantive procedures over the allowance for expected credit losses on
FlexiPay lines of credit:
5 we engaged our credit risk specialists to review the methodology
and assumptions applied by management in calculating the
allowance for expected credit losses;
5 we independently tested the derivation of key assumptions, and
also tested that the model methodology has been implemented as
intended;
5 we developed a challenger economic forecast and modelling
approach to assess the reasonableness of management’s economic
scalars applied; and
5 we tested the accuracy of the historical loan tape used as a key
input into the credit loss model including customer utilisation and
performance.
We also assessed the disclosures in note 2, regarding the critical
accounting judgements and key sources of estimation uncertainty
involved in determining ECL and found them to be appropriate.
Based on the evidence obtained, we concluded that the methodologies,
modelled assumptions and management judgements in determining the
allowance for expected credit losses for FlexiPay lines of credit to be
appropriate and compliant with the requirements of IFRS 9.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the Group and the Company, the accounting processes and
controls, and the industry in which they operate.
1) Audit approach to Funding Circle’s operations: We performed a risk assessment, giving consideration to relevant external
and internal factors, including economic risks, climate change, relevant accounting and regulatory developments, and
Funding Circle’s strategy. We also considered our knowledge and experience obtained in prior year audits. We designed
our audit approach for the products and services that substantially make up Funding Circle’s businesses in the UK, US and
FlexiPay such as platform lending, marketplace referrals and the origination of, and investment in, SME loan portfolios and
lines of credit. The audit approach was designed by a partner and team members who are specialists in the relevant areas.
The risk assessment and audit approach were provided to the US audit team who contributed to the Group audit.
2) Audit work for in scope components: Through our risk assessment and scoping we identified Funding Circle Limited
(excluding FlexiPay) and the US Group as full scope components due to being financially significant. We considered
FlexiPay as a limited scope component for material balances. We instructed our network firm in the US to perform a
full scope audit of the US component. The Group audit team performed the audit work for the UK component and the
specific work over FlexiPay and other balances that were in scope for the Group audit. We assigned materiality levels to
components reflecting the size of their operations. The performance materiality levels ranged from £750,000 to £1,155,697.
We determined the level of involvement we needed to have in their audit work to be able to conclude whether sufficient
appropriate audit evidence had been obtained as a basis for our opinion on the Group financial statements as a whole. This
included active and regular dialogue with the partner and team responsible for the audit of the US component, the issuance
of instructions, reviewing their audit plan and a review of their audit working papers and their findings in certain areas.
3) Audit procedures undertaken at a Group level and on the Company: We ensured that appropriate further work was
undertaken for the Group and Company. Certain account balances were audited centrally by the Group engagement
team, including the Company’s investment in subsidiary undertakings, investments in associates, valuation of SME loans,
capitalisation of development costs, marketplace fee revenue, operating expenses, leases, share based payments,
the consolidation of the Group’s results, the preparation of the financial statements, and certain disclosures within the
Directors’ remuneration report and taxation.
4) Using the work of others: We used the evidence provided by our valuation experts and specialists for our work on
assumptions used in the impairment assessment over the Company’s investment in the US and UK subsidiaries, the
valuation of the SME loans recorded at fair value, and the allowance for expected credit losses on lines of credit.
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023124
Report on the audit of the financial statements continued
Our audit approach continued
The impact of climate risk on our audit
As part of our audit we made enquiries of management to understand the extent of the potential impact of climate risk on the
Group’s and Company’s financial statements, and we remained alert when performing our audit procedures for any indicators
of the impact of climate risk. Our procedures did not identify any material impact as a result of climate risk on the Group’s and
Company’s financial statements.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and
extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements – Group Financial statements – Company
Overall materiality
£1,622,000 (2022: £1,430,000). £3,592,000 (2022: £3,840,000).
How we determined it
1% of total income (2022: based on 5% of the average
of profit/loss before taxation for the previous three
years, adjusted for exceptional items and fair value gains
and losses).
1% of total assets.
Rationale for
benchmark applied
In the prior year overall materiality was determined by
reference to the three year average of adjusted profit/loss
before tax - adjusting for exceptional items and fair value
gains/(losses). However, in light of the Group’s focus on
new products (e.g. FlexiPay) and the impact that this will
have on the profit and loss before tax, we have changed
the benchmark for 2023 to total income. We consider this
to be an appropriate benchmark as total income is a key
performance indicator for Group performance and a metric
used to guide analysts as well as a measure to determine
executive compensation.
We consider total assets to be an
appropriate benchmark to apply
on the basis that the Company is a
non-trading investment company
that holds investment in the Group’s
subsidiaries.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality.
The range of materiality allocated across components was between £1,000,000 and £1,540,900. Certain components were
audited to a local statutory audit materiality that was also less than our overall Group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope
of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example
in determining sample sizes. Our performance materiality was 75% (2022: 75%) of overall materiality, amounting to £1,216,500
(2022: £1,072,500) for the Group financial statements and £2,694,000 (2022: £2,880,000) for the Company financial
statements.
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment
and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range
was appropriate.
We agreed with the Audit and Risk Committee that we would report to them misstatements identified during our audit above
£81,100 (Group audit) (2022: £71,500) and £179,615 (Company audit) (2022: £195,000) as well as misstatements below those
amounts that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the Group’s and the Company’s ability to continue to adopt the going concern
basis of accounting included:
5 performing a risk assessment to identify factors that could impact the going concern basis of accounting, including the
impact of external risks such as an uncertain economic environment and climate change and the planned exit from the
US business;
5 understanding and evaluating management’s financial forecasts and liquidity and regulatory capital over the going concern
period including the impact of the planned exit from the US business and an evaluation of the stress testing performed by
management;
5 review of management’s covenant compliance monitoring and the impact of the stress scenarios on the covenants;
5 substantiation of financial resources available to the Group and Company as at the balance sheet date including the
unrestricted cash; and
5 reading and evaluating the adequacy of the disclosures made in the financial statements in relation to going concern.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 125
Independent auditors’ report continued
to the members of Funding Circle Holdings plc
Report on the audit of the financial statements continued
Conclusions relating to going concern continued
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group’s and the Company’s ability to continue as a going concern
for a period of at least twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group’s
and the Company’s ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material
to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors
considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our
auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements
does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise
explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained
in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material
misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial
statements or a material misstatement of the other information. 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 based
on these responsibilities.
With respect to the Strategic report and Report of the Directors, we also considered whether the disclosures required by the
UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions
and matters as described below.
Strategic report and Report of the Directors
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and
Report of the Directors for the year ended 31 December 2023 is consistent with the financial statements and has been
prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the
audit, we did not identify any material misstatements in the Strategic report and Report of the Directors.
Directors’ Remuneration
In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to 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 specified for our review. Our additional responsibilities with respect to the corporate governance statement
as other information are described in the Reporting on 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 is materially consistent with the financial statements and our knowledge obtained during the audit, and
we have nothing material to add or draw attention to in relation to:
5 The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
5 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;
5 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 Group’s and 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;
5 The directors’ explanation as to their assessment of the Group’s and Company’s prospects, the period this assessment
covers and why the period is appropriate; and
5 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.
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023126
Report on the audit of the financial statements continued
Corporate governance statement continued
Our review of the directors’ statement regarding the longer-term viability of the Group and Company was substantially
less in scope than an audit and only consisted of making inquiries and considering the directors’ process supporting their
statement; checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code;
and considering whether the statement is consistent with the financial statements and our knowledge and understanding of
the Group and Company and their environment obtained in the course of the audit.
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 financial statements and our knowledge obtained during
the audit:
5 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 Group’s and Company’s position, performance, business
model and strategy;
5 The section of the Annual Report that describes the review of effectiveness of risk management and internal control
systems; and
5 The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the Company’s
compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the
Listing Rules for review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’ responsibilities in respect of the financial statements, the directors
are responsible for the preparation of the financial statements in accordance with the applicable framework and for being
satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine
is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the Group or the Company or to cease operations, or have no
realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to
which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and
regulations related to the Financial Conduct Authority (FCA”), and we considered the extent to which non-compliance might
have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact
on the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities
for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the
principal risks were related to bias in accounting estimates and posting of journal entries. The Group engagement team shared
this risk assessment with the component auditors so that they could include appropriate audit procedures in response to such
risks in their work. Audit procedures performed by the Group engagement team and/or component auditors included:
5 review of correspondence with, and reports to, the FCA;
5 review of a sample of customer complaints to identify any indicators of breaches in laws and regulations or fraud;
5 enquiries of the Directors, the Chair of the Audit and Risk Committee, the Head of Internal Audit and management,
including the Group’s general counsel and the Group’s head of legal and regulatory, including consideration of known or
suspected instances of non-compliance with laws and regulation and fraud;
5 review of board meeting minutes and internal audit reports issued in the period to identify any indicators of breaches in
laws and regulations and fraud;
5 identifying and testing journal entries, including those with unusual account combinations impacting total income; and
5 challenging significant assumptions and judgements made by management in its accounting estimates and assessing
them for bias.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of
non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial
statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or
through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data
auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete
populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases,
we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 127
Report on the audit of the financial statements continued
Responsibilities for the financial statements and the audit continued
Auditors’ responsibilities for the audit of the financial statements continued
Use of this report
This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance
with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or
assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may
come save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
5 we have not obtained all the information and explanations we require for our audit; or
5 adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been
received from branches not visited by us; or
5 certain disclosures of directors’ remuneration specified by law are not made; or
5 the Company financial statements and the part of the Directors’ remuneration report to be audited are not in agreement
with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit and Risk Committee, we were appointed by the directors on 4 August 2015 to
audit the financial statements for the year ended 31 December 2015 and subsequent financial periods. The period of total
uninterrupted engagement is nine years, covering the years ended 31 December 2015 to 31 December 2023.
Other matter
As required by the Financial Conduct Authority Disclosure Guidance and Transparency Rule 4.1.14R, these financial
statements form part of the ESEF-prepared annual financial report filed on the National Storage Mechanism of the Financial
Conduct Authority in accordance with the ESEF Regulatory Technical Standard (ESEF RTS’). This auditors’ report provides
no assurance over whether the annual financial report has been prepared using the single electronic format specified in
the ESEF RTS.
Nick Morrison (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
14 March 2024
Independent auditors’ report continued
to the members of Funding Circle Holdings plc
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023128
Consolidated statement of comprehensive income
for the year ended 31 December 2023
31 December31 December
20232022
(re-presented) 
Note£m£m
Transaction fees
88 .7
7 7. 5
Servicing fees
42.4
47. 9
Interest income
16.7
4.2
Other fees
7. 0
4 .1
Operating income
154 .8
133 .7
Investment income
8.0
22.0
Investment expense
(0.6)
(4. 7)
Total income
162 .2
151. 0
Fair value gains
8.7
4.8
Cost of funds
(2 .7)
Net income
3
16 8.2
155. 8
People costs
4, 5
(9 4. 4)
(85 .9)
Marketing costs
4
(4 8. 4)
(38 . 4)
Depreciation, amortisation and impairment
4
(22 . 9)
(1 7. 0)
(Charge)/credit for expected credit losses
4, 14, 14
(4 . 4)
1.5
Other costs
4
(31 . 3)
(28. 9)
Operating expenses
4
(20 1. 4)
(16 8 .7)
Loss before taxation
(3 3. 2)
(12 .9)
Income tax (charge)/credit
6
(5 .1)
6.0
Loss for the year
(3 8. 3)
(6 .9)
Other comprehensive income/(expense)
Items that may be reclassified subsequently to profit and loss:
Exchange differences on translation of foreign operations
17
(2 .7)
5.8
Total comprehensive loss for the year
(41 .0)
(1 .1)
Total comprehensive loss attributable to:
Owners of the Parent
(41 .0)
(1 .1)
Loss per share
Basic and diluted loss per share
7
(11. 1)p
(2.0)p
1
2
1. The comparative consolidated statement of comprehensive income has been re-presented to include interest income on cash and cash equivalents within
Interest income” which was previously presented within “Finance income”. Finance costs and share of net profit of associates are now presented within “Other
costs” as these are not considered material to present separately. Refer to note 1 of the financial statements.
2. Interest income recognised on assets held at amortised cost under the effective interest rate method and £6.5 million (2022: £1 .6 million) on money market funds
held at fair value through profit and loss.
All amounts relate to continuing activities.
The notes on pages 133 to 178 form part of these financial statements.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 129
Consolidated balance sheet
as at 31 December 2023
31 December31 December
20232022
Note£m£m
Non-current assets
Intangible assets
8
23 .0
28 .2
Property, plant and equipment
9
5.0
10.0
Investment in associates
27
1.5
2.7
Investment in trusts and co-investments
10
25.2
28.7
SME loans (other)
10
6.7
24 . 8
Deferred tax asset
6
6.9
Trade and other receivables
11
1.4
3.4
62.8
104.7
Current assets
SME loans (warehouse)
10
1.3
2.4
SME loans (securitised)
10
16. 4
45.8
SME loans (other)
10
0.9
20.9
Lines of credit
10
50.0
16.0
Trade and other receivables
11
20.4
16.5
Cash and cash equivalents
20
2 21.4
1 7 7. 7
310. 4
279.3
Total assets
373 .2
3 84.0
Current liabilities
Trade and other payables
12
5 4.3
31.8
Bonds
14
23.7
Bank borrowings
14
54 .7
Short-term provisions and other liabilities
13
1.5
1.0
Lease liabilities
9
7. 2
7. 2
1 1 7. 7
63.7
Non-current liabilities
Long-term provisions and other liabilities
13
1 .1
1 .1
Bank borrowings
14
2.2
22.6
Lease liabilities
9
5.4
12 .6
Total liabilities
126. 4
100.0
Equity
Share capital
15
0.4
0.4
Share premium account
16
2 9 3 .1
2 9 3 .1
Foreign exchange reserve
17
14 . 2
16.9
Share options reserve
24 .0
22.2
Accumulated losses
18
(8 4. 9)
(4 8 . 6)
Total equity
246.8
28 4. 0
Total equity and liabilities
373. 2
38 4.0
The financial statements on pages 129 to 178 were approved by the Board and authorised for issue on 14 March 2024.
They were signed on behalf of the Board by:
Oliver White
Director
Company registration number 07123934
The notes on pages 133 to 178 form part of these financial statements.
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023130
Consolidated statement of changes in equity
for the year ended 31 December 2023
ShareForeignShare
Share premiumexchangeoptionsAccumulatedTotal
capitalaccountreservereservelossesequity
Note£m£m£m£m£m£m
Balance at 1 January 2022
0.4
293.0
11 .1
1 9 .1
(35 . 6)
28 8 .0
Loss for the year
18
(6. 9)
(6. 9)
Other comprehensive income/(expense)
Exchange differences on translation
of foreign operations
17
5.8
5.8
Total comprehensive income/(expense)
5.8
(6 .9)
(1 .1)
Transactions with owners
Transfer of share option costs
18
(2 .6)
2.6
Purchase of own shares held
in Employee Benefit Trust
(8.7)
(8. 7)
Issue of share capital
15, 16
0 .1
0 .1
Employee share schemes –
5.7
5.7
value of employee services
Balance at 31 December 2022
0.4
2 9 3 .1
16.9
22.2
(4 8 .6)
28 4. 0
Loss for the year
18
(3 8 . 3)
(3 8 . 3)
Other comprehensive income/(expense)
Exchange differences on translation
of foreign operations
17
(2.7)
(2.7)
Total comprehensive income/(expense)
(2. 7)
(3 8 .3)
(41 .0)
Transactions with owners
Transfer of share option costs
18
(3 . 8)
3.8
Purchase of own shares held
in Employee Benefit Trust
(1. 8)
(1. 8)
Issue of share capital
15, 16
Employee share schemes –
5.6
5.6
value of employee services
Balance at 31 December 2023
0. 4
2 9 3 .1
14 . 2
24 .0
(8 4 .9)
246.8
The notes on pages 133 to 178 form part of these financial statements.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 131
Consolidated statement of cash flows
for the year ended 31 December 2023
31 December 31 December
20232022
(re-presented) 
Note£m£m
Net cash outflow from operating activities
20
(2 5.6)
(8 .1)
Investing activities
Purchase of intangible assets
8
(11.5)
(12.7)
Purchase of property, plant and equipment
9
(0.7)
(1 .2)
Originations of SME loans (other)
14
(16. 6)
(24. 0)
Cash receipts from SME loans (other)
14
21.8
59.5
Cash receipts from SME loans (warehouse phase)
14
2 .0
2.8
Proceeds from sale of SME loans (other)
14
30. 4
Cash receipts from SME loans (securitised)
14
35 .0
86.8
Proceeds from sale of SME loans (securitised)
14
39.5
Investment in trusts and co-investments
14
(1 . 8)
(6 .4)
Cash receipts from investments in trusts and co-investments
14
6.6
10.0
Redemption in associates
23, 27
1 .1
5 .1
Dividends from associates
23, 27
0 .1
0.3
Net cash inflow from investing activities
66.4
159.7
Financing activities
Proceeds from bank borrowings
20
55.8
Repayment of bank borrowings
20
(2 0.9)
(5 7. 9)
Payment of bond liabilities
20
(2 3. 4)
(12 9.1)
Proceeds from the exercise of share options
0 .1
Proceeds from subleases
1.2
1.2
Purchase of own shares
(1. 8)
(8 .7)
Payment of lease liabilities
20
(7. 2)
(7. 3)
Net cash inflow/(outflow) from financing activities
3.7
(201.7)
Net increase/(decrease) in cash and cash equivalents
44.5
(5 0 .1)
Cash and cash equivalents at the beginning of the year
1 7 7. 7
2 24. 0
Effect of foreign exchange rate changes
(0.8)
3.8
Cash and cash equivalents at the end of the year
20
22 1.4
1 7 7. 7
1
1. The comparative year to 31 December 2022 has been re-presented to present “Interest received”, which was previously a component of investing activities, as a
component of operating income to mirror the re-presentation of interest on cash and cash equivalents within “Interest income” on the consolidated statement of
comprehensive income.
The notes on pages 133 to 178 form part of these financial statements.
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023132
Notes forming part of the consolidated financial statements
for the year ended 31 December 2023
1. Material accounting policies
General information
Funding Circle Holdings plc (the “Company) is a public company limited by shares, which is listed on the London Stock
Exchange and is domiciled and incorporated in the United Kingdom under the Companies Act 2006 and registered in
England and Wales. The address of its registered office is given on page 196. The consolidated financial statements of
the Group for the year ended 31 December 2023 comprise the Company and its subsidiaries (together referred to as
the “Group” and individually as “Group entities”).
The principal activities of the Group and the nature of the Group’s operations are as a global SME loan platform.
The principal accounting policies applied in the preparation of these financial statements are set out below. These
policies have been consistently applied to all the years presented, unless otherwise stated.
Going concern
The Group’s business activities together with the factors likely to affect its future development and position are set out
in the Strategic Report.
The financial statements are prepared on a going concern basis as the Directors are satisfied that the Group has the
resources to continue in business for the foreseeable future (which has been taken as at least 12 months from the date
of approval of the financial statements).
The Group made a total comprehensive loss of £41.0 million during the year ended 31 December 2023 (2022: loss
of £1.1 million). As at 31 December 2023, the Group had net assets of £246.8 million (2022: £284.0 million). This
includes £221.4 million of cash and cash equivalents (2022: £177.7 million) of which £51.8 million (2022: £12.1 million)
is held for specific purposes and is restricted in use. Additionally, within the net assets, the Group holds £63.5 million
(2022: £96.5 million) of invested capital, some of which is capable of being monetised if liquidity needs arise.
The Group has prepared detailed cash flow forecasts for the next 15 months and has updated the going concern
assessment to factor in the potential ongoing impact of inflation and related economic stress.
The base case scenario assumes:
5 The economic environment still contains a high degree of uncertainty, this is factored into the 2024 credit risk
strategies which include stressed assumptions;
5 Ongoing investment in FlexiPay along with growth in UK loans with an exit of the US loans business;
5 FlexiPay sees significant growth in top line as lines of credit become established and the card offering becomes a
fully functional offering;
5 The Group continues to fund the lines of credit through its balance sheet along with the senior banking facility; and
5 Costs are controlled with any growth driven by marketing, expected credit losses (ECL) and cost of funds.
Remaining costs grow but predominantly through inflation.
Management prepared a severe but plausible downside scenario in which:
5 further macroeconomic volatility continues through the period with increased inflation and interest rates reducing
Core originations and increasing costs;
5 investment returns reduce owing to increased funding costs, widening discount rates and deterioration in loan
performance;
5 an operational event occurs requiring a cash outlay;
5 a downside loss scenario is applied to Funding Circle’s on-balance sheet investment in SME loans resulting in higher
initial fair value losses and lower cash flows to the investments it owns; and
5 a combined credit and liquidity risk stress for FlexiPay.
Management has reviewed financial covenants the Group must adhere to in relation to its servicing agreements. These
are with institutional investors for which there are unrestricted cash, tangible net worth and debt to tangible net worth
ratios. Management has also reviewed regulatory capital requirements. In the downside scenario the risk of covenant
or capital requirement breach is considered remote. The Group does not currently rely on committed or uncommitted
borrowing facilities, with the exception of a facility for the purpose of originating FlexiPay lines of credit and a small
remaining balance on the PPPLF previously used to fund PPP loans, and does not have undrawn committed borrowing
facilities available to the wider Group.
The Directors have made enquiries of management and considered budgets and cash flow forecasts for the Group and
have, at the time of approving these financial statements, a reasonable expectation that the Company and the Group
have adequate resources to continue in operational existence for the foreseeable future.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 133
Notes forming part of the consolidated financial statements continued
for the year ended 31 December 2023
1. Material accounting policies continued
Going concern continued
The Directors have made enquiries of management and considered budgets and cash flow forecasts for the Group and
have, at the time of approving these financial statements, a reasonable expectation that the Company and the Group
have adequate resources to continue in operational existence for the foreseeable future. Further detail is contained in
the Strategic Report on pages 64 and 65.
Basis of preparation
The Group presents its annual financial statements in conformity with United Kingdom laws and regulations.
The financial statements have been prepared in accordance with UK-adopted International Accounting Standards in
conformity with the requirements of the Companies Act 2006 and the disclosure guidance and transparency rules
sourcebook of the United Kingdom’s Financial Conduct Authority.
The financial statements have been prepared on the historical cost basis except for certain financial instruments that
are carried at fair value through profit and loss (“FVTPL).
The preparation of financial statements requires the use of certain accounting estimates. It also requires management
to exercise its judgement in the process of applying the Group’s accounting policies. Changes in assumptions may
have a significant impact on the financial statements in the year the assumptions changed. Management believes that
the underlying assumptions are appropriate. The areas involving a higher degree of judgement or complexity, or areas
where assumptions and estimates are significant to the financial statements, are disclosed in note 2.
Significant changes in the current reporting year
The financial position and performance of the Group were affected by the following events and transactions during the
year ended 31 December 2023:
i) Launch of FlexiPay leveraged warehouse
During the year ended 31 December 2023, the Group set up a warehouse special purpose vehicle (“SPV) for the
purposes of scaling up the FlexiPay product through bank borrowings. The vehicle is consolidated by the Group as a
consequence of it having control through the design of the vehicle and ability to influence the returns and exposure
to the majority of the variability of the cash flows generated by the vehicle. As a result, the underlying lines of credit
and borrowings through the senior lending facility in the vehicle are also consolidated. The interest and other fees
associated with the borrowing facility are presented within cost of funds. Details of the borrowing facility terms are
outlined in note 14.
ii) Unwind of US SPV
In April 2023, Funding Circle exercised the call rights associated with the ownership of the unrated junior residual
tranches of Small Business Lending Trust 2020-A’s bonds in the US. This resulted in Funding Circle buying out the
remaining bondholders. The Group continues to recognise 100% of the previously securitised SME loans, which
continue to be held at fair value through profit and loss within SME loans (securitised), as the Group continues to hold
these with the intention of selling them.
All the Group’s securitisation SPVs have now been unwound and all bond liabilities have now been repaid.
iii) Sale of SME loans (other)
In February 2023, commercial loans in the US which had been temporarily funded by the Group with the intention of
selling onwards, and were held at fair value through profit and loss, were sold to a third party investor for £30.4 million
with a fair value loss of £0.4 million from the sale.
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023134
1. Material accounting policies continued
Changes in accounting policy and disclosures
The Group has adopted the following new and amended IFRSs and interpretations from 1 January 2023 on a full
retrospective basis.
Applicable for financial
Standard/interpretation
Content
years beginning on/after
Amendments to IAS 8 – Definition of Accounting Estimates
Accounting policies, changes
1 January 2023
in accounting estimates
Amendments to IAS 1 and IFRS Practice Statement 2
Accounting policies
1 January 2023
– Disclosure of Accounting Policies
Amendments to IAS 12 – Deferred Tax Related to Assets
Deferred tax
1 January 2023
and Liabilities Arising from a Single Transaction
The amendments and interpretations listed above did not materially affect the current year and are not expected to
materially affect future years.
Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2023
reporting years and have not been early adopted by the Group as follows:
Applicable for financial
Standard/interpretation
Content
years beginning on/after
Amendments to IAS 1 – Classification of Liabilities as Current
Presentation of financial statements
1 January 2024
or Non-current
Amendments to IAS 1 – Non-current Liabilities with Covenants
Presentation of financial statements
1 January 2024
Amendment to IFRS 16 – Lease Liability in a Sale and Leaseback
Leases
1 January 2024
These standards are not expected to have a material impact on the Group in the current or future reporting years or on
foreseeable future transactions.
Re-presentation of interest income on cash and cash equivalents and impact on alternative performance measures
The business uses its cash resources where it makes the platform stronger. As a result, the Group historically invested
in warehouse and securitisation vehicles (which are now largely unwound), co-invested alongside investors and more
recently in the FlexiPay product. Where cash is not invested in these areas, it is held at banks and in money market
funds earning interest. Given its use is integral to the business and the Group is now earning interest through various
mechanisms, we now show the interest we earn on bank deposits, money market funds and client money, previously
shown in “Finance income”, in “Interest income” within “Operating income”. Finance costs and profit/(loss) from
share of associates are now presented within “Other costs” as these are not considered material. The comparative
financial presentation has been re-presented accordingly with an additional £2.3 million presented in “Interest income
previously presented in “Finance income”, £0.5 million presented within “Other costs, £0.9 million of which was
previously presented within “Finance costs” and £0.4 million credit which was previously presented in “Share of net
profit from associates”. The consolidated statement of cash flows and note 20 have also been re-presented to mirror
this with interest received now forming part of cash flows from operating activities which were previously disclosed
as investing activities, with the comparative period re-presented with £2.3 million included within cash flows from
operations previously within cash flows from investing activities.
The Group’s definition of the alternative performance measure, adjusted EBITDA, has consequently also been adjusted
to take account of this re-presentation. The definition used is now profit for the period before finance costs (being the
discount unwind on lease liabilities), taxation, depreciation, amortisation and impairment (AEBITDA”) and additionally
excludes share-based payment charges and associated social security costs, foreign exchange and exceptional
items. The comparative period AEBITDA is re-presented higher by £2.7 million including the re-presentation of interest
income on bank deposits and share of net profit from associates.
Summary of new and amended accounting policies
There were no new or amended accounting policies in the year related to material items.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 135
Notes forming part of the consolidated financial statements continued
for the year ended 31 December 2023
1. Material accounting policies continued
Summary of existing accounting policies
Basis of consolidation
Where the Group has control over an investee, it is classified as a subsidiary. The Group controls an investee if all three
of the following elements are present: power over the investee, exposure to variable returns from the investee, and
the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and
circumstances indicate that there may be a change in any of these elements of control.
Structured entities are entities that are designed so that their activities are not governed by voting rights. In assessing
whether the Group has power over such entities, the Group considers factors such as the purpose and design of the
entity, its practical ability to direct the relevant activities of the entity, the nature of the relationship with the entity, and
the size of its exposure to the variability of returns of the entity.
The consolidated financial statements present the results of the Company and its subsidiaries as if they formed a
single entity. Intercompany transactions and balances between Group companies are therefore eliminated in full.
The Group applies the acquisition method to account for business combinations. In the consolidated balance sheet,
the acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at
the acquisition date. Acquisition-related costs are recognised in profit or loss as incurred. The results of acquired
operations are included in the consolidated statement of comprehensive income from the date on which control is
obtained. They are deconsolidated from the date on which control ceases.
Foreign currency translation
Transactions entered into by Group entities in a currency other than the currency of the primary economic environment
in which they operate (their “functional currency) are recorded at the rates ruling when the transactions occur. Foreign
currency monetary assets and liabilities are translated at the prevailing rate at the reporting date. Exchange differences
arising on the retranslation of unsettled monetary assets and liabilities are recognised immediately in profit or loss.
On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign exchange reserve
relating to that operation up to the date of disposal are transferred to the consolidated statement of comprehensive
income as part of the profit or loss on disposal.
Presentation currency
These consolidated financial statements are presented in GBP sterling, which is the Group’s presentation currency.
All assets and liabilities of overseas operations, including goodwill arising on the acquisition of those operations,
are translated at the prevailing rate at the reporting date. Income and expense items are translated at the average
exchange rates for the year, unless exchange rates fluctuate significantly during that year, in which case the exchange
rates at the date of transactions are used. Exchange differences arising are recognised in other comprehensive income
and accumulated in equity.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of
the foreign entity and translated at the prevailing rate at the reporting date.
Segment reporting
Operating segments are reported in the manner consistent with the internal reporting provided to the chief operating
decision maker. The chief operating decision maker, which is the function responsible for allocating resources
and assessing performance of the operating segments, has been identified as the Global Leadership Team that
makes strategic decisions. For each identified operating segment, the Group has disclosed information for the key
performance indicators that are assessed internally to review and steer performance in the Strategic Report.
Transactions between segments are on an arm’s length basis in a manner similar to transactions with third parties.
Exceptional items
Exceptional items are the items of income or expense that the Group considers are material, one-off in nature and
of such significance that they merit separate presentation in order to aid the reader’s understanding of the Group’s
financial performance. Such items would include profits or losses on disposal of businesses, transaction costs,
acquisitions and disposals, major restructuring programmes, significant goodwill or other asset impairments, and other
particularly significant or unusual items.
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023136
1. Material accounting policies continued
Income recognition
Fee income is recognised in line with IFRS 15 which provides a single, principles-based five-step model to be applied to
all contracts with customers:
1) identify the contract with the customer;
2) identify the performance obligations in the contract;
3) determine the transaction price;
4) allocate the transaction price to the performance obligations in the contracts, on a relative stand-alone selling price
basis; and
5) recognise income when (or as) the entity satisfies its performance obligation.
Fee income earned for the arrangement of loans is classified as transaction fees. The contract signed by the borrower
and related terms are clearly identifiable. The performance obligation in the contract is considered to be the funding
of the loan through the platform and the transaction price is clearly stated in the borrower’s contract. Fees are
recognised immediately once loans are fully funded and after the loans are accepted by the borrowers. At this point
the performance obligation has been met, there are no clawback provisions and the fee is recognised. Such fees are
automatically deducted from the amount borrowed.
Fee income earned from referrals to partner institutions is classified as transaction fees. There are contracts in place
with partner institutions with clearly identifiable terms. The performance obligation in the contract is considered to be
the referral by the Group and subsequent funding of the referred loan by the partner institution and the transaction
price is clearly stated in the referral agreement. Fees are recognised once the referred loan has been funded by the
partner institution and accepted by the referred borrower. At this point, the performance obligation has been met and
there are no significant clawback provisions.
Fee income earned from servicing third party loans is classified as servicing fees and is a cost of the investor, except
in the case of the first year of servicing fees related to CBILS loans, where the government paid the cost. It comprises
an annualised fee representing a percentage of outstanding principal. The contractual basis for the servicing fee and
transaction price is based on the terms and conditions agreed by investors to the lending platform. The performance
obligation is servicing the loans and allocating repayments of the loan parts to the respective lenders. The transaction
price is allocated as a percentage of the outstanding principal balance, representing the outstanding performance
obligation. Fees are recognised on a monthly basis upon repayment of loan parts. Due to the conditions of the loans,
there are no partially completed contracts at the balance sheet date and no advance payments from customers.
Fee income earned from interchange fees from FlexiPay Card is classified as a transaction fee. Foreign exchange fees
earned from FlexiPay Card are classified as other fees and are a cost to the FlexiPay Card borrower. A contract is in
place with the card provider who remits the fee revenues to the Group. Card fees are recognised immediately at the
point of transaction as at this point the performance obligation has been met. Borrowers using their card will “flip” the
balance into a FlexiPay loan repayable over three months and for a fee. The fee incurred by borrowers who flip the card
balance into a loan is recognised under IFRS 9 from the point of the flip over the life of the loan under the effective
interest rate method and is recognised under interest income.
Other fees include excess premium earned from arrangements to buy back defaulted loans from certain institutional
investors and performance related fees related to the loans held by certain institutional investors. Other fees also
includes income from collections charges levied on the successful recovery of defaulted loans. These are recognised
as services are performed or performance obligations are met.
Net income includes the following elements under which the recognition criteria of IFRS 9 and not IFRS 15 are applied:
Interest income includes:
5 interest income recognised on assets held at amortised cost under the effective interest rate method including
FlexiPay and interest income on corporate cash and client monies held.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 137
Notes forming part of the consolidated financial statements continued
for the year ended 31 December 2023
1. Material accounting policies continued
Income recognition continued
Investment income includes:
5 interest income from SME loans and investments in trusts that the Group holds on balance sheet.
Investment expense includes:
5 interest payable on funds borrowed to finance the acquisition of underlying loan investments;
5 interest payable on bond liabilities held on balance sheet;
5 amortisation of costs associated with the issuing of bonds and the credit facility; and
5 gains/losses from changes in fair value of interest hedging instruments.
Fair value gains/losses includes:
5 gains/losses from changes in the fair value of financial assets and liabilities held on balance sheet.
Cost of funds includes:
5 interest payable on funds borrowed to finance the issuing of lines of credit.
Net income recorded in the financial statements is generated in the UK, the US, Germany and the Netherlands. All fees
are recognised and measured based on the above income recognition policy.
Administrative expenses
Administrative expenses are recognised as an expense in the statement of comprehensive income in the period in
which they are incurred on an accruals basis.
Share-based payments
The Group operates a number of equity-settled share-based compensation plans, under which the Group receives
services from employees as consideration for equity instruments (options and shares) of the Company. The fair value of
the employee services received in exchange for the grant of the options and shares is recognised as an expense. The
total amount to be expensed is determined by reference to the fair value of the options and shares granted:
5 including any market performance conditions (for example, an entity’s share price);
5 excluding the impact of any service and non-market performance vesting conditions (for example, net income,
earnings per share and remaining an employee of the Group over a specified time period); and
5 including the impact of any non-vesting conditions (for example, the requirement for employees to save).
Non-market vesting conditions are included in assumptions about the number of options and shares that are expected
to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified
vesting conditions are to be satisfied. At the end of each reporting period, the Group revises its estimate of the number
of options and shares that are expected to vest based on the non-market vesting conditions. It recognises the impact
of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.
When the options are exercised, the Company issues new shares or utilises shares that have been purchased in the
market. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal
value) and share premium when the options are exercised. The original fair value of the amount exercised is transferred
from the share option reserve to the accumulated losses reserve.
The grant by the Company of options and shares over its equity instruments to the employees of subsidiary
undertakings in the Group is treated as a capital contribution. The fair value of employee services received, measured
by reference to the grant date fair value, is recognised over the vesting period as an increase in investment in
subsidiary undertakings, with a corresponding credit to equity in the Parent entity (the “Company”) accounts.
Pension obligations
The Group operates a defined contribution pension scheme for employees in the UK and US. The schemes are pension
plans under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive
obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits
relating to employee service in the current and prior years. Contributions payable to the Group’s pension scheme are
charged to the statement of comprehensive income in the year to which they relate. The Group has no further payment
obligations once the contributions have been paid.
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023138
1. Material accounting policies continued
Current and deferred tax
The tax expense for the year comprises current and deferred tax. Current tax is provided at amounts expected to be
paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet
date in the countries where the Company and its subsidiaries operate and generate taxable income. Management
periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is
subject to interpretation. The Group has established transfer pricing policies and there are mechanisms in place
that ensure subsidiaries are remunerated appropriately on an arm’s length basis for services provided. It establishes
provisions, where appropriate, based on amounts expected to be paid to the tax authorities.
Deferred tax assets for unused tax losses, tax credits and deductible temporary differences are recognised to the
extent that it is probable that future taxable profit will be available against which the temporary differences can
be utilised.
Deferred tax assets are recognised on deductible temporary differences arising from investments in subsidiaries,
associates and joint arrangements only to the extent that it is probable the temporary difference will reverse in the
future and there is sufficient taxable profit available against which the temporary difference can be utilised.
Deferred tax liabilities are provided on taxable temporary differences arising from investments in subsidiaries,
associates and joint arrangements, except for any deferred tax liability where the timing of the reversal of the
temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the
foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against
current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation
authority on either the same taxable entity or different taxable entities and there is an intention to settle the balances
on a net basis.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax is
not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business
combination that at the time of the transaction affects neither accounting nor taxable profit or loss.
Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted at the year-end
date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax balances are not discounted.
Dividends
Dividends are recognised when they become legally payable, in accordance with the Companies Act 2006.
Intangible assets
Intangible assets with finite useful lives are amortised on a straight-line basis over their estimated useful lives. Useful
lives and amortisation methods are reviewed at the end of each annual reporting period, or more frequently when
there is an indication that the intangible asset may be impaired, with the effect of any changes accounted for on
a prospective basis. Amortisation commences when the intangible asset is available for use. The residual value of
intangible assets is assumed to be zero.
Computer software licences
Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the
specific software. These costs are amortised over the licence period, which is up to five years as at 31 December 2023.
Capitalised development costs
Costs associated with maintaining computer software programs are recognised as an expense as incurred.
Development costs that are directly attributable to the design, build and testing of identifiable and unique software
products controlled by the Group are recognised as intangible assets when the following criteria are met:
5 it is technically feasible to complete the build of the platform products so that they will be available for use;
5 management intends to complete the build of the platform products for use within the Group;
5 there is an ability to use the platform products;
5 it can be demonstrated how the platform products will generate probable future economic benefits;
5 adequate technical, financial and other resources to complete the development and to use the platform products are
available; and
5 the expenditure attributable to the platform products during its development can be reliably measured.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 139
Notes forming part of the consolidated financial statements continued
for the year ended 31 December 2023
1. Material accounting policies continued
Intangible assets continued
Capitalised development costs continued
Directly attributable costs that are capitalised as part of the software product include the software development
employee and contractor costs. The capitalisation of employee costs is based on the amount of time spent on specific
projects which meet the criteria as a proportion of their total time, and this proportion of their salary-related costs is
attributed to the applicable projects.
Other development expenditure that does not meet these criteria is recognised as an expense as incurred.
Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.
Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is
ready for use over their estimated useful lives, ranging from three to five years.
Other intangibles
Other intangibles relate to the technology platform and customer relationship (representing fees due on contracted
loans expected to be realised in the foreseeable future) acquired on a business combination. These costs are
amortised over their estimated useful lives, which do not exceed three years.
Tangible fixed assets
Tangible fixed assets are stated at cost less depreciation and any provision for impairment. Depreciation is provided
on all tangible fixed assets, at rates calculated to write off the cost less estimated residual value of each asset on a
straight-line basis over its expected useful life, as follows:
Computer equipment 1–3 years
Furniture and fixtures 3–5 years
Leasehold improvements that qualify for recognition as an asset are measured at cost and are presented as part of
property, plant and equipment in the non-current assets section on the balance sheet. Depreciation on leasehold
improvements is calculated using the straight-line method over the lease term.
Impairment of tangible and intangible assets
Intangible assets that have an indefinite useful life or intangible assets not ready to use are not subject to amortisation
and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is
recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset for which the estimates of future
cash flows have not been adjusted.
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of
the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised immediately in the statement
of comprehensive income.
A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine
the asset’s recoverable amount since the last impairment loss was recognised. If this was the case, the carrying
amount of the asset (or CGU) is increased to the revised estimate of its recoverable amount, but so that the increased
carrying amount does not exceed the carrying amount that would have been determined had no impairment loss
been recognised for the asset (or CGU) in prior years. A reversal of an impairment loss is recognised immediately in
profit or loss.
Leases
At inception of a contract, the Group assesses whether or not a contract is, or contains, a lease. A contract is, or
contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in
exchange for consideration. When a lease is recognised in a contract the Group recognises a right-of-use asset and a
lease liability at the lease commencement date.
Right-of-use assets are initially measured at cost, comprising the initial measurement of the lease liability, less any
lease incentives. Subsequently, right-of-use assets are measured at cost, less any accumulated depreciation and any
accumulated impairment losses, and are adjusted for certain remeasurements of the lease liability. Depreciation is
calculated on a straight-line basis over the length of the lease.
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023140
1. Material accounting policies continued
Leases continued
Liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present
value of the following lease payments:
5 fixed payments less any lease incentives receivable;
5 variable lease payments based on an index or a rate, initially measured using the index or rate at the
commencement date; and
5 amounts expected to be payable by the Group under residual value guarantee.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily
determined, the Group’s incremental borrowing rate is used, which is the rate that the Group would have to pay
to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic
environment with similar terms, security and conditions.
To determine the incremental borrowing rate, the Group:
5 where possible, uses recent third party financing received by the individual lessee as a starting point, adjusted to
reflect changes in financing conditions since third party financing was received;
5 uses an approach taking the risk-free interest rate adjusted for credit risk for leases held by Funding Circle
Holdings plc; and
5 makes adjustments specific to the lease for term, country and currency.
Subsequently, the lease liability is measured by increasing the carrying amount to reflect interest on the lease liability
and reducing it by the lease payments made. The lease liability and right-of-use asset are remeasured when there is a
lease modification.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over
the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for
each period.
The Group is exposed to potential future increases in variable lease payments based on an index or rate, which are not
included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take
effect, the lease liability is reassessed and adjusted against the right-of-use asset.
Extension and termination options are included in a number of property leases in the Group. Management considers
the facts and circumstances that may create an economic incentive to exercise an extension or termination option in
order to determine whether the lease term should include or exclude such options. Extension or termination options are
only included within the lease term if they are reasonably certain to be exercised in the case of extension options and
not exercised in the case of termination options.
Considerations include:
5 if leasehold improvements are expected to have significant value at the end of the lease term;
5 expected costs or business disruption as a result of replacing a lease; and
5 significant penalties incurred in order to terminate.
Lease terms are reassessed if the option is exercised or if a significant event occurs which impacts the assessment of
reasonable certainty.
The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment
(i.e. those leases that have a lease term of 12 months or less from the commencement date and do not contain a
purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that
are considered of low value. Lease payments on short-term leases and leases of low-value assets are recognised as
expenses on a straight-line basis over the lease term.
When the Group is an intermediate lessor, entering into a sublease, it accounts for the head lease and the sublease
separately. The sublease is classified as a finance or operating lease by reference to the right-of-use asset arising from
the head lease. Rental income from operating leases is recognised on a straight-line basis over the lease term and the
Group retains the right-of-use asset deriving from the head lease and the lease liability on the balance sheet.
Amounts due from lessees under finance leases are recognised as receivables equivalent to the Group’s net
investment in the lease and the right-of-use asset from the head lease is derecognised. Any difference resulting from
the derecognition of the right-of-use asset and recognition of the net investment in the sublease is recognised in the
consolidated statement of comprehensive income. The head lease liability remains on the balance sheet and interest
expense continues to be recognised, while interest income is recognised from the sublease.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 141
Notes forming part of the consolidated financial statements continued
for the year ended 31 December 2023
1. Material accounting policies continued
Consolidation of special purpose vehicles (“SPVs”)
Subsidiaries are those entities, including structured vehicles, over which the Group has control. The Group controls an
entity when it is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to
affect those returns through its power over the investee. The Group has power over an entity when it has existing rights
that give it the current ability to direct the activities that most significantly affect the entity’s returns. Power may be
determined on the basis of voting rights or, in the case of structured entities, other contractual arrangements.
The Group assesses whether it controls SPVs and the requirement to consolidate them under the criteria of IFRS 10.
Control is determined to exist if the Group has the power to direct the activities of each entity (for example, managing
the performance of the underlying assets and raising debt on those assets which is used to fund the Group) and uses
this control to obtain a variable return (for example, retaining the residual risk on the assets). Structures that do not
meet these criteria are not treated as subsidiaries and the assets are derecognised when the rights to the cash flows
have ended.
Where the Group manages the administration of its securitised assets and is exposed to the risks and rewards of the
underlying assets through its continued investment or where the Group does not retain a direct ownership interest in
an SPE, but the Directors have determined that the Group controls those entities based on the criteria of IFRS 10, they
are treated as subsidiaries and are consolidated.
Investment in associates
An associate is an entity over which the Group has significant influence. Significant influence is the power to participate
in the financial and operating policy decisions of the investee, but is not control or joint control over those policies. The
considerations made in determining significant influence or joint control are similar to those necessary to determine
control over subsidiaries. The Group’s investment in its associate is accounted for using the equity method.
Under the equity method of accounting, the investments are initially recognised at cost. This is adjusted thereafter to
recognise the Group’s share of the post-acquisition profits or losses of the investee in the consolidated statement of
comprehensive income. The Group’s share of movements in other comprehensive income of the investee is recognised
in other comprehensive income. Dividends received or receivable from associates are recognised as a reduction in the
carrying amount of the investment.
When the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity,
including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has
incurred obligations or made payments on behalf of the other entity.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s
interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an
impairment of the asset transferred.
After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss
on its investment in its associate. At each reporting date, the Group determines whether there is an indication that the
investment in the associate is impaired. If there is such an indication, the Group calculates the amount of impairment as
the difference between the recoverable amount of the associate and its carrying value, and then recognises the loss
within the statement of comprehensive income.
Upon loss of significant influence over the associate, the Group measures and recognises any retained investment at
its fair value. Any difference between the carrying amount of the associate upon loss of significant influence or joint
control and the fair value of the retained investment and proceeds from disposal is recognised in profit or loss.
Financial instruments
Financial assets
The Group determines the classification of its financial assets at initial recognition. The requirements of IFRS 9 for
classification and subsequent measurement are applied, which require financial assets to be classified based on the
Group’s business model for managing the asset and the contractual cash flow characteristics of the asset:
5 financial assets are measured at amortised cost if they are held within a business model, the objective of which is
to hold financial assets in order to collect contractual cash flows, and their contractual cash flows represent solely
payments of principal and interest;
5 financial assets are measured at fair value through other comprehensive income (FVTOCI”) if they are held within
the business model defined as ”held to collect and sell, the objective of which is achieved by both collecting
contractual cash flows and selling financial assets, and their contractual cash flows represent solely payments of
principal and interest; and
5 financial assets that do not meet the criteria to be amortised cost or FVTOCI are measured at fair value through
profit or loss (“FVTPL). In addition, the Group may, at initial recognition, designate a financial asset as measured at
FVTPL if doing so eliminates or significantly reduces an accounting mismatch.
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023142
1. Material accounting policies continued
Financial instruments continued
Financial assets continued
When financial assets are recognised initially, they are measured at fair value, plus, in the case of investments not at
fair value through profit or loss, directly attributable transaction costs. The purchase of any credit-impaired assets is
also at fair value after any impairment.
Except for certain investments in SME loans as described below, the Group does not recognise on its balance sheet
loans arranged between borrowers and investors as it is not a principal party to the contracts and is not exposed to the
risks and rewards of these loans.
With the exception of investment in trusts and co-investments, SME loans (warehouse), certain SME loans (other) and
SME loans (securitised), all financial assets are held to collect contractual cash flows.
Following the call option being exercised on the UK and US securitisation vehicles and the repayment of the warehouse
borrowings, some of the SME loans were purchased from the vehicles and are held directly in Funding Circle Limited
and Funding Circle Marketplace LLC. These loans continue to be held at FVTPL as the business model under which
they are held remains to sell the loans. They continue to be presented within SME loans (securitised) and SME loans
(warehouse) representing the legacy nature of the loans.
The five types of SME loans held are as follows:
i) SME loans (warehouse) and SME loans (securitised)
During the securitisation programmes previously run by the Group, SME loans were originated in leveraged
warehouse vehicles and subsequently sold into securitisation SPVs. By 31 December 2023 the warehouse vehicles
had been repaid and the securitisation vehicles unwound with the loans of the vehicles purchased and directly
held by subsidiaries of the Group and remaining bond liabilities repaid. The SME loans (warehouse) and SME loans
(securitised) are classified reflecting the legacy nature of the loans. These SME loans have been classified as financial
assets at fair value through profit or loss because all such loans are acquired principally for selling in the short term
and the collection of interest is incidental. They are initially measured at fair value on the balance sheet with the
subsequent measurement at fair value with all gains and losses being recognised in the consolidated statement of
comprehensive income.
ii) SME loans (other)
The Group has originated PPP loans using the SBA’s PPPLF facility and these are held on balance sheet. Additionally,
the Group holds investments in certain SME business loans as a result of commercial arrangements with institutional
investors and in certain circumstances the Group also buys back loans from investors.
These loans are included in SME loans (other) (see note 11) and are classified as amortised cost (as they are held solely
to collect principal and interest payments) and are initially recognised at fair value and subsequently measured at
amortised cost less provision for impairment. PPP loans are fully guaranteed by the SBA.
SME loans (other) additionally includes loans temporarily funded by the Group in relation to the relaunch of commercial
loans which are classified as financial assets at fair value through profit or loss and are held with the intention of selling
on to investors. They are initially measured at fair value on the balance sheet with the subsequent measurement at fair
value with all gains and losses being recognised in the consolidated statement of comprehensive income.
iii) Lines of credit
Lending through the FlexiPay product is recognised on the balance sheet within lines of credit. This represents the
drawn amount of the facilities, net of ECL. The contractual cash flows represent solely payments of principal and
interest (“SPPI”) and the business model under which they are held is in order to collect the contractual cash flows
resulting in the lines of credit being measured initially at fair value and subsequently at amortised cost. The origination
fee associated with FlexiPay is recognised under IFRS 9 within interest income at the effective interest rate in the
consolidated statement of comprehensive income and is recognised over the expected life of the drawdown.
The FlexiPay lines of credit are held net of expected credit loss allowances under IFRS 9, the methodology and
definitions of which align to the Group accounting policy on impairment of financial assets held at amortised cost with
the exception of being assessed at the available line of credit level, estimating the utilisation of the line of credit to
the estimated point of default and are detailed further within note 14. Additionally, the Group assesses the expected
credit loss allowance in relation to undrawn lines of credit, estimating the probability of default, loss given default and
exposure at default in relation to these lines of credit were they to be drawn. This loss allowance is recognised within
other liabilities in note 13.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 143
Notes forming part of the consolidated financial statements continued
for the year ended 31 December 2023
1. Material accounting policies continued
Financial instruments continued
Financial assets continued
iv) Investment in trusts and co-investments
The Group holds a minority beneficial ownership in trusts set up to fund CBILS, RLS and commercial loans with the
majority of the beneficial ownership held by institutional investors. The SME loans are originated by Group subsidiaries,
Funding Circle Focal Point Lending Limited for CBILS and Funding Circle Eclipse Lending Limited or Funding Circle
Polaris Lending Limited for RLS and commercial loans, which retain legal title to the loans. These entities hold this
legal title on trust on behalf of the majority investors who substantially retain the economic benefits the CBILS, RLS
and commercial loans generate and therefore the trusts and the assets held within, including the SME loans, are not
consolidated.
The Group assesses whether it controls the trust structure under the criteria of IFRS 10. Control is determined to exist
if the Group has the power to direct the activities of entities and structures and uses this control to obtain a variable
return, to which it is exposed to the majority of the variability. As the Group’s holding is small compared to the majority
investor and pari passu, the Group is not exposed to the majority of the variability in the cash flows of the trust, and it is
not considered to control the trust structures, so they are not consolidated by the Group.
Investments in trusts are classified at fair value through profit and loss. They are initially recognised at fair value on
the balance sheet with the subsequent measurement at fair value with all gains and losses being recognised in the
consolidated statement of comprehensive income.
The Group recognises transaction fee income on origination of loans within the trust and service fee income on the
assets within the trust, eliminating its proportional ownership share of the service fees. A scheme lender fee is charged
in relation to the origination of CBILS and RLS loans and investment income is recognised in relation to returns on
the investment.
Other financial assets
Financial assets recognised in the balance sheet as trade and other receivables are classified as amortised cost. They
are recognised initially at fair value and subsequently measured at amortised cost less provision for impairment.
Net investments in sublease receivables are recognised as other receivables representing the net present value of the
lease payment receivable. Interest is recognised within other costs in the statement of comprehensive income.
Cash and cash equivalents are classified as amortised cost with the exception of money market funds that are
classified as FVTPL. Cash and cash equivalents include cash in hand, deposits held at call with banks, money market
funds and other short-term highly liquid investments with original maturities of three months or less. The carrying
amount of these assets approximates to their fair value.
Impairment of financial assets held at amortised cost
The Group applies the impairment requirements of IFRS 9. The IFRS 9 impairment model requires a three-stage approach:
5 Stage 1 includes financial instruments that have not had a significant increase in credit risk since initial recognition
or that have low credit risk at the reporting date. For these assets, 12-month expected credit losses (ECLs”) (that
is, expected losses arising from the risk of default in the next 12 months) are recognised and interest income is
calculated on the gross carrying amount of the asset (that is, without deduction for credit allowance).
5 Stage 2 includes financial instruments that have had a significant increase in credit risk since initial recognition
(unless they have low credit risk at the reporting date) but are not credit-impaired. For these assets, lifetime ECLs
(that is, expected losses arising from the risk of default over the life of the financial instrument) are recognised, and
interest income is still calculated on the gross carrying amount of the asset. The Group assumes there has been
a significant increase in credit risk if outstanding amounts on the financial assets exceed 30 days, in line with the
rebuttable presumption per IFRS 9 at which point the assets are considered to be stage 2.
5 Stage 3 consists of financial assets that are credit-impaired, which is when one or more events that have a
detrimental impact on the estimated future cash flows of the financial asset have occurred. For these assets, lifetime
ECLs are also recognised, but interest income is calculated on the net carrying amount (that is, net of the ECL
allowance). The Group defines a default, classified as stage 3, as an asset with any outstanding amounts exceeding
a 90-day due date, which reflects the point at which the asset is considered to be defaulted. An account that is
deemed to be fraudulent (i.e third party application fraud) is written off at point of identification.
5 In some circumstances where assets are bought back by the Group, the financial asset associated with the purchase meets
the definition of purchased or originated credit-impaired (“POCI”), and impairment is therefore based on lifetime ECLs.
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023144
1. Material accounting policies continued
Financial instruments continued
Other financial assets continued
The Group assesses on a forward-looking basis the expected credit losses associated with its financial assets carried at
amortised cost and recognises a loss allowance for such losses at each reporting date. The measurement of ECLs reflects:
5 an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;
5 the time value of money; and
5 reasonable and supportable information that is available without undue cost or effort at the reporting date about
past events, current conditions and forecasts of future economic conditions.
If in a subsequent period the amount of the impairment loss decreases and the decrease can be related objectively to
an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed, to the
extent that the carrying value of the asset does not exceed its amortised cost at the reversal date. Any subsequent
reversal of an impairment loss is recognised in the statement of comprehensive income.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the financial assets expire
or the Group has either transferred the contractual right to receive the cash flows from that asset, or has assumed an
obligation to pay those cash flows to one or more recipients.
The Group derecognises a transferred financial asset if it transfers substantially all the risks and rewards of ownership.
Financial liabilities
Financial liabilities included in trade and other payables are recognised initially at fair value and subsequently at
amortised cost. The fair value of a non-interest-bearing liability is its discounted repayment amount. If the due date of
the liability is less than one year, discounting is omitted.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
Bank borrowings
Bank borrowings (drawdowns under the credit facilities) are recognised initially at fair value, being their issue proceeds
net of transaction costs incurred. These instruments are subsequently measured at amortised cost using the effective
interest rate method.
Bonds
Bonds represent the bond liabilities which the Group must pay to the bond holders from the cash flows generated
from the SME loans (securitised) held on balance sheet. The liability excludes any amount of bonds that the Group has
retained as these are eliminated upon consolidation.
IFRS 9 permits a company to elect to fair value the bond liabilities where there is an accounting mismatch. In the
Group’s case the associated assets generating the cash flows to pay the bonds are the SME loans (securitised) which
are measured at fair value through profit and loss.
As the cash flows from the SME loans were used to repay the rated bond tranches in advance of the unrated bonds, the Group
does not consider there to be a significant accounting mismatch as default levels impact the unrated bonds first. Therefore
the rated bonds are measured at amortised cost. However, as the unrated bonds are most affected by fair value movements
in the SME loans, the Group elected to measure the unrated tranches of bonds at fair value through profit and loss to eliminate
the accounting mismatch. Following the unwind of the UK SPV entity during the year ended 31 December 2022, there are no
externally held bond liabilities measured at FVTPL remaining on a consolidated Group basis.
See note 14 for details of the fair value methodology and interest rate risk.
Transaction costs associated with the issuance of bonds are deferred to the balance sheet and recognised over the
lifetime of the bonds using the effective interest rate method.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event; it
is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount
of the obligation.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 145
Notes forming part of the consolidated financial statements continued
for the year ended 31 December 2023
1. Material accounting policies continued
Loan repurchases
Loan repurchase contracts issued by the Group are those contracts that require a payment to be made to reimburse
the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the
terms of a debt instrument. Loan repurchase contracts are recognised initially as a liability at fair value, adjusted for
transaction costs that are directly attributable to the issuance of the contract. The liability is subsequently measured
at the higher of the best estimate of the expenditure required to settle the present obligation at the reporting date and
the amount recognised less cumulative amortisation. The expected credit loss model is used to measure and recognise
the financial liability.
Share capital
Ordinary shares are classified as equity where their terms include no contractual obligation to transfer cash or another
financial asset to another entity.
Earnings/(loss) per share
The Group presents basic and diluted earnings/(losses) per share (“EPS) for its ordinary shares. Basic and diluted
EPS are calculated by dividing the profit/(loss) attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the year excluding shares held as own shares in the Group’s Employee
Benefit Trusts.
For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume
conversion of all dilutive potential ordinary shares. The dilutive potential ordinary shares include those share options
granted to employees under the Group’s share-based compensation schemes which do not have an exercise price or
where the exercise price is less than the average market price of the Company’s ordinary shares during the year.
Shares held by the Employee Benefit Trust and Share Incentive Plan Trust
The Company has established an offshore Employee Benefit Trust (“EBT”) and an onshore Share Incentive Plan
(“SIP”) Trust.
The EBT and SIP Trust provide for the issue of shares to Group employees principally under share option schemes
and SIP respectively. The Group has control of the EBT and SIP Trust and therefore consolidates the Trusts in the
Group financial statements. Since 2022, the Group has purchased its own shares in the market in order to satisfy the
exercise of employee share option schemes. Shares which are purchased are recognised at cost and are treated as a
deduction to shareholders’ equity. No gain or loss is recognised in the income statement on the purchase or utilisation
of equity shares.
Reserves
Foreign exchange reserve
The foreign exchange reserve represents the cumulative foreign currency translation movement on the assets and
liabilities of the Group’s international operations at year-end exchange rates and on the profit and loss items from
average exchange rates to year-end exchange rates.
Share options reserve
The share options reserve represents the cumulative charges to income under IFRS 2 Share-based Payments on all
share options and schemes granted, net of share option exercises. The costs are transferred to retained earnings when
options are exercised.
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023146
2. Critical accounting judgements and key sources of estimation uncertainty
The preparation of the consolidated financial statements requires the Group to make estimates and judgements
that affect the application of policies and reported amounts. Critical judgements represent key decisions made
by management in the application of the Group accounting policies. Where a significant risk of materially different
outcomes exists due to management assumptions or sources of estimation uncertainty, this will represent a key source
of estimation uncertainty.
Estimates and judgements are continually evaluated and are based on experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances. Although these estimates
are based on management’s best knowledge of the amount, event or actions, actual results ultimately may differ from
those estimates.
The significant judgements and estimates applied by the Group in the financial statements have been applied on a
consistent basis with the financial statements for the year to 31 December 2022.
Critical judgements
Loans originated through the platform
The Group originates SME loans through its platform which have been funded primarily by banks, asset managers,
other institutional investors, funds, national entities, retail investors or by usage of its own capital. Judgement is
required to determine whether these loans should be recognised on the Group’s balance sheet. Where the Group, its
subsidiaries or SPVs which it consolidates have legal and beneficial ownership to the title of those SME loans, they
are recognised on the Group’s balance sheet. Where this is not the case, the loans are not recognised at the point
of origination.
Key sources of estimation uncertainty
The following are the key sources of estimation uncertainty that the Directors have identified in the process of
applying the Group’s accounting policies and have the most significant effect on the amounts recognised in the
financial statements.
Expected credit loss impairment of FlexiPay lines of credit (note 14)
At 31 December 2023, the Group held £55.4 million of drawn FlexiPay lines of credit and £157.3 million of undrawn lines
of credit, gross of expected credit loss impairment allowances.
While other financial assets of the Group are held at amortised cost, the FlexiPay lines of credit are the most sensitive
to estimation uncertainty due to the higher balance outstanding and more limited historical data.
An expected credit loss impairment allowance is held against the lines of credit of £6.8 million (£5.4 million related to
drawn lines of credit and £1.4 million related to undrawn).
The Group estimates the expected credit loss allowance following IFRS 9 through modelling the exposure at default
based on observed trends related to the overall line of credit facility and the proportion drawn at the time of default.
The probability of default is estimated utilising observed trends and combining these with forward-looking information
including different macroeconomic scenarios which are probability weighted. The loss given default is driven by
assumptions regarding the level of recoveries collected after defaults occur.
The area most sensitive to estimation uncertainty is the probability of default related to stage 1 lines of credit which
is based on actual experience and the probability weighting of the forward-looking scenarios utilised. Currently a
baseline scenario, upside scenario and downside scenario are utilised which are probability weighted 70% baseline,
10% upside and 20% downside, which provide a blended stage 1 probability of default of 4.3%. If 100% probability
weighting was to be applied to the upside scenario the probability of default related to stage 1 lines of credit would
decrease by 100 bps to 3.3% and the expected credit loss impairment provision would decrease by £0.7 million
(£0.4 million on drawn lines of credit and £0.3 million on undrawn lines of credit). If a 100% probability weighting was
to be applied to the downside scenario, the stage 1 probability of default would increase 150 bps to 5.8% and the
expected credit loss impairment would increase by £1.0 million (£0.5 million on drawn lines of credit and £0.5 million
on undrawn lines of credit). It is considered that the above sensitivities represent the range of reasonably possible
outcomes in relation to the probability of default on stage 1 FlexiPay lines of credit.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 147
Notes forming part of the consolidated financial statements continued
for the year ended 31 December 2023
3. Segmental information
IFRS 8 Operating Segments requires the Group to determine its operating segments based on information which is
used internally for decision making. Based on the internal reporting information and management structures within
the Group, it has been determined that there are four operating segments, three of which are term loans businesses
arranged geographically and the fourth which is a line of credit business, FlexiPay, based in the United Kingdom.
Reporting on this basis is reviewed by the Global Leadership Team (“GLT”) which is the chief operating decision maker
(“CODM). The GLT is made up of the Executive Directors and other senior management and is responsible for the
strategic decision making of the Group.
The four reportable segments are as shown in the following table. The other segment includes the Group’s term loan
businesses in Germany and the Netherlands.
The GLT measures the performance of each segment by reference to a non-GAAP measure, adjusted EBITDA, which
is defined as profit/loss for the period before finance costs (being the discount unwind on lease liabilities), taxation,
depreciation, amortisation and impairments (“AEBITDA”), and additionally excludes share-based payment charges and
associated social security costs, foreign exchange and exceptional items. Together with profit/loss before tax, adjusted
EBITDA is a key measure of Group performance as it allows better comparability of the underlying performance of
the business. The segment reporting, including adjusted EBITDA, excludes the impact of the Group’s transfer pricing
arrangements as this is not information presented to, or used by, the CODM in decision making or the allocation
of resources.
Net income
31 December 2023
31 December 2022 (re-presented, see note 1)
Loans
FlexiPay
Total
Loans
FlexiPay
Total
United United United United United United
Kingdom States Other Kingdom Kingdom States Other Kingdom
£m £m £m
£m
£m
£m £m £m
£m
£m
Transaction fees
65.2
23.4
0.1
88.7
59.8
17.7
77.5
Servicing fees
38.8
3.4
0.2
42.4
44.8
2.4
0.7
47.9
Other fees
6.3
0.6
0.1
7.0
2.4
1.0
0.7
4.1
Interest income
7.5
1.3
0.1
7.8
16.7
2.0
0.5
0.2
1.5
4.2
(including FlexiPay)
Operating income
117.8
28.7
0.4
7.9
154.8
109.0
21.6
1.6
1.5
133.7
Net investment income
3.6
3.8
7.4
9.8
7.5
17.3
Total income
121.4
32.5
0.4
7.9
162.2
118.8
29.1
1.6
1.5
151.0
Fair value gains/(losses)
3.1
5.6
8.7
(2.4)
7.2
4.8
Cost of funds
(2.7)
(2.7)
Net income
124.5
38.1
0.4
5.2
168.2
116.4
36.3
1.6
1.5
155.8
Segment profit/(loss)
31 December 2023
31 December 2022 (re-presented, see note 1)
Loans
FlexiPay
Total
Loans
FlexiPay
Total
United United United United United United
Kingdom States Other Kingdom Kingdom States Other Kingdom
£m £m £m
£m
£m
£m £m £m
£m
£m
Adjusted EBITDA
21.3
(10.6)
(0.2)
(14.4)
(3.9)
13.8
(3.1)
2.8
(4.0)
9.5
Discount unwind on
lease liabilities
(0.2)
(0.4)
(0.6)
(0.2)
(0.7)
(0.9)
Depreciation,
amortisation and
impairment
(11.3)
(10.3)
(1.3)
(22.9)
(11.7)
(5.2)
(0.1)
(17.0)
Share-based payments
and social security costs
(3.3)
(1.8)
(0.5)
(5.6)
(3.9)
(0.8)
(4.7)
Foreign exchange
(0.2)
(0.2)
0.2
0.2
(losses)/gains
Profit/(loss) before tax
6.5
(23.3)
(0.2)
(16.2)
(33.2)
(1.8)
(9.8)
2.7
(4.0)
(12.9)
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023148
4. Operating expenses
31 December
31 December 2022
2023 (re-presented,
see note 1)
£m £m
Depreciation
4.3
5.1
Amortisation
12.4
10.1
Rental income and other recharges
(0.2)
(1.0)
Operating lease rentals:
– Land and buildings
0.4
0.3
Employment costs (including contractors)
94.4
85.9
Marketing costs
(excluding employment costs)
48.4
38.4
Data and technology
9.3
9.7
Expected credit loss impairment charge/(credit)
4.4
(1.5)
Impairment of intangible and
tangible assets and investment in sublease (see notes 8, 9 and 14)
6.2
1.8
Other expenses
21.8
19.9
Total operating expenses
201.4
168.7
Auditors’ remuneration
31 December 31 December
2023 2022
£m £m
Audit fees
– Fees payable to the Company’s auditors for the audit of the Parent Company and consolidated
financial statements
0.5
0.5
– Fees payable to the Company’s auditors and its associates for the statutory audit of the
financial statements of subsidiaries of the Company
0.5
0.3
Total audit fees
1.0
0.8
Non-audit service fees
– Audit-related assurance services
0.3
0.3
– Other non-assurance services
0.1
0.1
Total non-audit service fees
0.4
0.4
5. Employees
The average monthly number of employees (including Directors) during the year was:
2023 2022
Number Number
UK
666
686
FlexiPay
81
20
US
203
177
Other
9
10
959
893
In addition to the employees above, the average monthly number of contractors during the year was 115 (2022: 142).
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 149
Notes forming part of the consolidated financial statements continued
for the year ended 31 December 2023
5. Employees continued
Employment costs (including Directors’ emoluments) during the year were:
31 December 31 December
2023 2022
£m £m
Wages and salaries
80.9
72.2
Social security costs
7.8
7.6
Pension costs
2.2
1.9
Share-based payments
5.6
4.7
96.5
86.4
Contractor costs
9.2
12.0
Less: capitalised development costs
(11.3)
(12.5)
Employment costs net of capitalised development costs
94.4
85.9
6. Income tax charge/(credit)
The Group is subject to all taxes applicable to a commercial company in its countries of operation. The UK (losses)/
profits of the Company are subject to UK income tax at the standard corporation tax rate of 25% (23.5% is applied to
the table below for 2023 as a blended rate for the year, as the increase in the statutory corporation tax rate to 25% was
effective from 1 April 2023) (2022: 19%).
31 December 31 December
2023 2022
£m £m
Current tax
UK
Current tax on (losses)/profits for the year
0.3
0.3
Adjustment in respect of prior years
(2.0)
(0.3)
(1.7)
US and Other
Current tax on (losses)/profits for the year
0.3
0.4
Adjustment in respect of prior years
(0.1)
0.5
0.2
0.9
Total current tax (credit)/charge
(1.5)
0.9
Deferred tax
UK
Deferred tax on (losses)/profits for the year
Adjustment in respect of prior years
US and Other
Deferred tax on (losses)/profits for the year
6.6
(6.9)
Adjustments in respect of prior years
6.6
(6.9)
Total deferred tax charge/(credit)
6.6
(6.9)
Total tax charge/(credit)
5.1
(6.0)
The above current tax charge represents the expected tax on the Research and Development Expenditure Credit
(“RDEC) receivable for 2023 and US state taxes. In the prior year, the tax charge represents the tax liability on the
Group’s taxable profit, including state taxes, and the amount of tax deducted from the RDEC receivable for 2022.
The adjustment in respect of prior years in the UK relates to an expected tax refund from HMRC of £2.0 million
following the resubmission of a tax return for 2021. The deferred tax movement represents the write off of the deferred
tax asset in respect of uncertainty related to the use of US losses.
The Group charge/(credit) for the year can be reconciled to the loss before tax shown per the consolidated statement
of comprehensive income as follows.
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023150
6. Income tax charge/(credit) continued
Factors affecting the tax charge/(credit) for the year
31 December 31 December
2023 2022
£m £m
Loss before taxation
(33.2)
(12.9)
Taxation on loss at 23.5% (2022: 19%)
(7.8)
(2.4)
Effects of:
Research and development
0.3
0.3
Effect of foreign tax rates
0.3
0.3
Non-taxable/non-deductible expenses
0.7
1.0
Unrecognised timing differences
1.7
5.3
Unrecognised tax losses accumulated/(utilised)
5.6
(4.0)
Adjustment in respect of prior years
(2.1)
0.2
Deferred tax assets derecognised/(recognised)
6.6
(6.9)
Impairment charge
(0.2)
0.2
Total tax charge/(credit)
5.1
(6.0)
The Group is taxed at different rates depending on the country in which the profits arise. The key applicable tax rates
include the UK 23.5%, the US 21%, Germany 30% and the Netherlands 25%. The effective tax rate for the year was
-15.4% (2022: 46.5%).
The statutory UK corporation tax rate is currently 25% (effective 1 April 2023). There is a blended rate in the UK of
23.5% for 2023.
The Group has derecognised the deferred tax asset relating to the use of the historic tax losses in the US (2022: asset
recognised of £6.9 million in respect of £32.9 million of the US federal losses).
The Group utilised tax losses in the US for the first time in 2021. The Group’s existing transfer pricing arrangements
between the UK and US currently entitle the US to earn an agreed profit margin. Following the granting of a provisional
SBA license in the US, the nature of the transfer pricing arrangements between the UK and US are expected to change.
This, together with anticipated near-term trading losses in the US means that there are not expected to be taxable
profits to utilise brought forward trading losses in the near term. Accordingly the deferred tax asset associated with
brought forward US trading losses has been derecognised.
31 December 31 December
2023 2022
£m £m
Property, plant and equipment
(1.5)
(2.8)
Carry forward losses (UK)
1.5
2.8
Carry forward losses (US)
6.9
Recognised deferred tax
6.9
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 151
Notes forming part of the consolidated financial statements continued
for the year ended 31 December 2023
6. Income tax charge/(credit) continued
Unrecognised deferred tax
31 December 31 December
2023 2022
£m £m
Property, plant and equipment
22.8
17.4
Carry forward losses
183.4
133.3
Deferred stock options
20.5
18.5
US R&D credit
2.2
2.3
US fair value adjustments
40.7
47.1
Other
0.4
0.3
Unrecognised deferred tax
270.0
218.9
1
1. Balances presented in table above are gross timing differences and are not tax effected.
Based on the temporary differences, there are total unrecognised deferred tax assets of £62.2 million (2022:
£50.1 million).
The Group has unrelieved tax losses of £183.4 million (2022: £177.0 million) that are available for offset against future
taxable profits. Of these, there are £183.4 million (2022: £133.3 million) of unrecognised tax losses for deferred tax
purposes. The difference between these two loss balances was recognised as a deferred tax asset. There are £68.0
million of losses carried forward in the US of which £4.1 million will expire in 2035, £22.6 million will expire in 2036 and
the remaining balance of £41.3 million have no expiry period.
There are £96.1 million of German losses (of which £48.3 million relate to federal losses and £47.8 million relate to trade
tax losses) that can no longer be used as the tax residence of the German-incorporated entities has changed to the
UK. There are £115.4 million losses which relate to the UK.
Factors affecting the tax charge in future years
Factors that may affect the Group’s future tax charge include the geographic location of the Group’s earnings
(including changes in transfer pricing arrangements), the tax rates in those locations, changes in tax legislation and the
use of brought-forward tax losses. The calculation of the Group’s total tax charge involves a degree of estimation and
judgement with respect to the recognition of any deferred tax asset.
7. Loss per share
Basic loss per share amounts are calculated by dividing the loss for the year attributable to ordinary equity holders of
the Company by the weighted average number of ordinary shares outstanding during the year.
For diluted loss per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion
of all dilutive potential ordinary shares. The dilutive potential ordinary shares include those share options granted to
employees under the Group’s share-based compensation schemes which do not have an exercise price or where the
exercise price is less than the average market price of the Company’s ordinary shares during the year.
There is no difference in the weighted average number of shares used in the calculation of basic and diluted loss per
share as the effect of all potentially dilutive shares outstanding was anti-dilutive.
The following table reflects the loss and share data used in the basic and diluted loss per share computations:
31 December 31 December
2023 2022
Loss for the year (£m)
(38.3)
(6.9)
Weighted average number of ordinary shares in issue (million)
344.4
348.6
Basic and diluted loss per share
(11.1)p
(2.0)p
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023152
8. Intangible assets
Capitalised
development Computer Other
costs software intangibles Total
£m £m £m £m
Cost
At 1 January 2022
49.0
0.9
1.2
51.1
Exchange differences
1.9
1.9
Additions
12.7
12.7
Disposals
(8.8)
(0.1)
(8.9)
At 31 December 2022
54.8
0.8
1.2
56.8
At 1 January 2023
54.8
0.8
1.2
56.8
Exchange differences
(0.8)
(0.8)
Additions
11.3
0.2
11.5
Disposals
(4.1)
(0.6)
(4.7)
At 31 December 2023
61.2
0.4
1.2
62.8
Accumulated amortisation
At 1 January 2022
24.4
0.6
1.2
26.2
Exchange differences
1.2
1.2
Charge for the year
10.0
0.1
10.1
Disposals
(8.8)
(0.1)
(8.9)
At 31 December 2022
26.8
0.6
1.2
28.6
At 1 January 2023
26.8
0.6
1.2
28.6
Exchange differences
(0.5)
0.1
(0.4)
Charge for the year
12.3
0.1
12.4
Impairment
3.9
3.9
Disposals
(4.1)
(0.6)
(4.7)
At 31 December 2023
38.4
0.2
1.2
39.8
Carrying amount
At 31 December 2023
22.8
0.2
23.0
At 31 December 2022
28.0
0.2
28.2
Intangible assets of £3.9 million (2022: £nil) predominantly related to the US business have been fully impaired. This is
as a result of the annual impairment review assessment of each cash generating unit. Given the uncertainty as to the
near-term cash flows of the US business, the value in use assessment did not support the non-financial assets and the
capitalised development costs of the US were impaired.
9. Property, plant and equipment, right-of-use assets and lease liabilities
The Group has right-of-use assets which comprise property leases held by the Group. Information about leases for
which the Group is a lessee is presented below.
Analysis of property, plant and equipment between owned and leased assets
31 December 31 December
2023 2022
£m £m
Property, plant and equipment (owned)
1.7
2.7
Right-of-use assets
3.3
7.3
5.0
10.0
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 153
Notes forming part of the consolidated financial statements continued
for the year ended 31 December 2023
9. Property, plant and equipment, right-of-use assets and lease liabilities continued
Reconciliation of amount recognised in the balance sheet
Right-of-use
Leasehold Computer Furniture assets
improvements equipment and fixtures (property) Total
£m £m £m £m £m
Cost
At 1 January 2022
4.7
2.7
1.9
31.0
40.3
Disposals
(0.8)
(0.8)
Additions
0.5
1.0
0.1
0.7
2.3
Exchange differences
0.1
0.1
1.0
1.2
At 31 December 2022
5.2
3.0
2.1
32.7
43.0
At 1 January 2023
5.2
3.0
2.1
32.7
43.0
Disposals
(1.1)
(1.1)
Additions
0.7
0.2
0.9
Exchange differences
(0.6)
(0.6)
Derecognition of right-of-use assets
At 31 December 2023
5.2
2.6
2.1
32.3
42.2
Accumulated depreciation
At 1 January 2022
3.2
1.9
1.5
19.6
26.2
Disposals
(0.8)
(0.8)
Charge for the year
0.7
0.7
0.2
3.5
5.1
Impairment
1.8
1.8
Exchange differences
0.1
0.1
0.5
0.7
At 31 December 2022
3.9
1.9
1.8
25.4
33.0
At 1 January 2023
3.9
1.9
1.8
25.4
33.0
Disposals
(1.1)
(1.1)
Charge for the year
0.7
0.8
0.1
2.7
4.3
Impairment
0.1
0.1
1.3
1.5
Exchange differences
(0.1)
(0.4)
(0.5)
Derecognition of right-of-use assets
At 31 December 2023
4.5
1.7
2.0
29.0
37.2
Carrying amount
At 31 December 2023
0.7
0.9
0.1
3.3
5.0
At 31 December 2022
1.3
1.1
0.3
7.3
10.0
1
1
1. Leasehold improvement and right-of-use asset additions in the year are non-cash in nature.
Certain right-of-use assets related to the US San Francisco office have been sublet under an operating sublease. Due
to a further weakening of the San Francisco commercial property market, the estimated cash flows on the sublet no
longer support the carrying value of the asset. As a result, an impairment of £1.3 million was recognised in the year
ended 31 December 2023 (2022: £1.8 million).
Property, plant and equipment of £0.2 million (2022: £nil) related to the US business has been fully impaired. See note
8 for further details of the driver of this impairment.
Lease liabilities
Amounts recognised on the balance sheet were as follows:
31 December 31 December
2023 2022
£m £m
Current
7.2
7.2
Non-current
5.4
12.6
Total
12.6
19.8
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023154
9. Property, plant and equipment, right-of-use assets and lease liabilities continued
Lease liabilities continued
Amounts recognised in the statement of comprehensive income were as follows:
31 December 31 December
2023 2022
£m £m
Depreciation charge of right-of-use assets (property)
2.7
3.5
Interest expense (included in operating expenses)
0.6
0.9
Expense relating to short-term leases and leases of low-value assets
0.4
0.4
The total cash outflow for leases (excluding short-term and low-value leases) in 2023 was £7.2 million (2022: £7.3 million).
A maturity analysis illustrating the undiscounted contractual cash flows of lease liabilities is included within the liquidity
risk disclosure within note 14.
As at 31 December 2023, the potential future undiscounted cash outflows that have not been included in the
lease liability, due to lack of reasonable certainty the lease extension options might be exercised, amounted to £nil
(2022: £nil).
10. SME loans and lines of credit
31 December 31 December
2023 2022
£m £m
Non-current
SME loans (other) – amortised cost
6.7
24.8
Investment in trusts and co-investments – FVTPL
25.2
28.7
Total non-current
31.9
53.5
Current
Lines of credit – amortised cost
50.0
16.0
SME loans (other) – FVTPL
0.9
20.9
SME loans (warehouse) – FVTPL
1.3
2.4
SME loans (securitised) – FVTPL
16.4
45.8
Total current
68.6
85.1
Total
100.5
138.6
11. Trade and other receivables
31 December 31 December
2023 2022
£m £m
Other receivables
1.4
3.4
Non-current trade and other receivables
1.4
3.4
Trade receivables
0.4
0.4
Other receivables
7.3
5.3
Prepayments
5.2
3.7
Accrued income
5.3
4.8
Rent and other deposits
2.2
2.3
Current trade and other receivables
20.4
16.5
21.8
19.9
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivables
described earlier.
No trade receivables were overdue or impaired.
Included in rent and other deposits are £1.6 million of rental deposits (2022: £1.3 million) in respect of the Group’s
property leases which expire over the next five years.
The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 155
Notes forming part of the consolidated financial statements continued
for the year ended 31 December 2023
12. Trade and other payables
31 December 31 December
2023 2022
£m £m
Trade payables
2.4
2.5
Other taxes and social security costs
4.2
5.0
Other creditors1
32.6
9.7
Accruals and deferred income
15.1
14.6
54.3
31.8
1. Other creditors includes £30.7 million (2022: £7.5 million) due to the British Business Bank (BBB) primarily related to scheme lender fees collected from investors
associated with government-guaranteed products.
The Directors consider that the carrying amount of trade and other payables approximates to their fair value.
13. Provisions and other liabilities
Dilapidation Loan repurchase Restructuring Other Total
£m £m £m £m £m
At 1 January 2022
0.6
2.2
0.2
1.1
4.1
Exchange differences
0.1
0.1
0.2
Additional provision/liability
0.5
0.5
1.0
Amount utilised
(0.9)
(0.2)
(0.2)
(1.3)
Amount reversed
(0.9)
(1.0)
(1.9)
At 31 December 2022
1.1
0.5
0.5
2.1
Exchange differences
Additional provision/liability
0.2
1.2
1.4
Amount utilised
(0.4)
(0.3)
(0.7)
Amount reversed
(0.2)
(0.2)
At 31 December 2023
1.1
0.1
1.4
2.6
 1
1
1. Other provisions includes provisions for operational buybacks in the comparative period. £1.4 million (2022: £0.3 million) of expected credit loss impairment
allowance related to undrawn FlexiPay lines of credit is included within other. See notes 14 and 25.
31 December 31 December
2023 2022
£m £m
Current provisions and other liabilities
1.5
1.0
Non-current provisions and other liabilities
1.1
1.1
2.6
2.1
The dilapidation provision represents an estimated cost for dismantling the customisation of offices and restoring
the leasehold premises to its original state at the end of the tenancy period. The provision is expected to be
utilised by 2025 .
14. Financial risk management
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk
management framework.
The risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate
risk limits and controls and to monitor risks and ensure any limits are adhered to. The Group’s activities are reviewed
regularly and potential risks are considered.
Risk factors
The Group has exposure to the following risks from its use of financial instruments:
5 credit risk;
5 liquidity risk; and
5 market risk (including foreign exchange risk, interest rate risk and other price risk).
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023156
14. Financial risk management continued
Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:
5 SME loans;
5 investments in trusts and co-investments;
5 lines of credit;
5 trade and other receivables;
5 cash and cash equivalents;
5 trade and other payables;
5 bank borrowings;
5 bonds;
5 lease liabilities; and
5 loan repurchase liabilities.
Categorisation of financial assets and financial liabilities
The tables show the carrying amounts of financial assets and financial liabilities by category of financial instrument as
at 31 December 2023:
Fair
value through Amortised
profit and loss cost Other Total
Assets £m £m £m £m
SME loans (other)
0.9
6.7
7.6
SME loans (warehouse)
1.3
1.3
SME loans (securitised)
16.4
16.4
Lines of credit
50.0
50.0
Investment in trusts and co-investments
25.2
25.2
Trade and other receivables
0.8
15.8
16.6
Cash and cash equivalents
150.1
71.3
221.4
194.7
143.8
338.5
Fair
value through Amortised
profit and loss cost Other Total
Liabilities £m £m £m £m
Trade and other payables
(35.0)
(35.0)
Loan repurchase liability
(0.1)
(0.1)
Bank borrowings
(56.9)
(56.9)
Bonds
Lease liabilities
(12.6)
(12.6)
(104.5)
(0.1)
(104.6)
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 157
Notes forming part of the consolidated financial statements continued
for the year ended 31 December 2023
14. Financial risk management continued
Principal financial instruments continued
Categorisation of financial assets and financial liabilities continued
The tables show the carrying amounts of financial assets and financial liabilities by category of financial instrument as
at 31 December 2022:
Fair
value through Amortised
profit and loss cost Other Total
Assets £m £m £m £m
SME loans (other)
20.9
24.8
45.7
SME loans (warehouse)
2.4
2.4
SME loans (securitised)
45.8
45.8
Lines of credit
16.0
16.0
Investment in trusts and co-investments
28.7
28.7
Trade and other receivables
16.2
16.2
Cash and cash equivalents
121.6
56.1
177.7
219.4
113.1
332.5
Fair
value through Amortised
profit and loss cost Other Total
Liabilities £m £m £m £m
Trade and other payables
(12.2)
(12.2)
Loan repurchase liability
(0.5)
(0.5)
Bank borrowings
(22.6)
(22.6)
Bonds
(23.7)
(23.7)
Lease liabilities
(19.8)
(19.8)
(78.3)
(0.5)
(78.8)
Financial instruments measured at amortised cost
Financial instruments measured at amortised cost, rather than fair value, include cash and cash equivalents, trade
and other receivables, certain SME loans (other), FlexiPay lines of credit, bank borrowings, lease liabilities, certain
bonds and trade and other payables. Due to their nature, the carrying value of each of the above financial instruments
approximates to their fair value.
Other financial instruments
Loan repurchase liabilities are measured at the amount of loss allowance determined under IFRS 9.
Financial instruments measured at fair value
IFRS 13 requires certain disclosures which require the classification of financial assets and financial liabilities
measured at fair value using a fair value hierarchy that reflects the significance of the inputs used in making the fair
value measurement.
Disclosure of fair value measurements by level is according to the following fair value measurement hierarchy:
5 level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can
access at the measurement date;
5 level 2 inputs are inputs other than quoted prices included within level 1 that are observable for the assets or
liabilities, either directly or indirectly; and
5 level 3 inputs are unobservable inputs for the assets or liabilities.
The fair value of financial instruments that are not traded in an active market (for example, investments in SME loans)
is determined by using valuation techniques. These valuation techniques maximise the use of observable market data
where it is available and rely as little as possible on entity-specific estimates. If all significant inputs required to fair
value an instrument are observable, the instrument is included in level 2. If one or more of the significant inputs are
not based on observable market data, the instrument is included in level 3. An assessment that the level applied to
financial instruments is appropriate and whether a transfer between levels is required is undertaken at the end of each
accounting period. There were no transfers between levels during the year or prior year.
The Finance department of the Group performs the valuations of items required for financial reporting purposes,
including level 3 fair values. This team reports to the Chief Financial Officer (“CFO”). Discussions of valuation processes
and results are held regularly at Balance Sheet Management and Investment Valuation Committees along with regular
updates provided to the Audit Committee.
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023158
14. Financial risk management continued
Financial instruments measured at fair value continued
Fair value measurement using
Quoted prices Significant Significant
in active observable unobservable
markets inputs inputs
(level 1) (level 2) (level 3) Total
31 December 2023 £m £m £m £m
Financial assets
SME loans (warehouse)
1.3
1.3
SME loans (securitised)
16.4
16.4
SME loans (other)
0.9
0.9
Investment in trusts and co-investments
25.2
25.2
Trade and other receivables
0.8
0.8
Cash and cash equivalents
150.1
150.1
150.9
43.8
194.7
Fair value measurement using
Quoted prices Significant Significant
in active observable unobservable
markets inputs inputs
(level 1) (level 2) (level 3) Total
31 December 2022 £m £m £m £m
Financial assets
SME loans (warehouse)
2.4
2.4
SME loans (securitised)
45.8
45.8
SME loans (other)
20.9
20.9
Investment in trusts and co-investments
28.7
28.7
Cash and cash equivalents
121.6
121.6
121.6
97.8
219.4
The fair value of all SME loans held at fair value has been estimated by discounting future cash flows of the loans using
discount rates that reflect the changes in market interest rates and observed market conditions at the reporting date.
The estimated fair value and carrying amount of the SME loans (warehouse) was £1.3 million at 31 December 2023
(2022: £2.4 million).
The fair value of SME loans (securitised) represents loan assets in the securitisation vehicles and legacy loans
of this nature. The estimated fair value and carrying amount of the SME loans (securitised) was £16.4 million at
31 December 2023 (2022: £45.8 million).
Investment in trusts and co-investments represents the Group’s investment in the trusts and other vehicles used to
fund CBILS, RLS and certain commercial loans and is measured at fair value through profit and loss. The government-
owned British Business Bank will guarantee up to 80% of the balance of CBILS loans in the event of default
(and between 70% and 80% of RLS loans). The estimated fair value and carrying amount of the investment in trusts
and co-investments was £25.2 million at 31 December 2023 (2022: £28.7 million).
The fair value of SME loans (other) represents loan assets temporarily funded by the Group in relation to the
commercial loans. The estimated fair value and carrying amount of the SME loans (other) was £0.9 million
(2022: £20.9 million).
The most relevant significant unobservable inputs relate to the default rate estimate and discount rates applied to the
fair value calculation. However, it was determined that the reasonably possible range of outcomes from these inputs
into the estimates are not material to the accounts.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 159
Notes forming part of the consolidated financial statements continued
for the year ended 31 December 2023
14. Financial risk management continued
Financial instruments measured at fair value continued
Since 31 December 2022, the assumptions related to estimating fair value have been revised. The expected increases
in defaults due to the macro environment of inflationary cost pressures experienced by small businesses and their
customers in the year did not materialise to the extent expected as base rates peaked and plateaued and borrowers
remained resilient. This has led to favourable observed performance with lower defaults and stable recoveries relative
to expectations on many of the portfolios particularly the legacy SME loans (securitised) in the US. The expectation of
a macro stress is now expected to occur later and grow at a slower pace, with a more marked impact in the UK from
forward looking assumption changes than in the US. This has led to a lower lifetime cumulative default expectation and
a higher relative estimation of fair value compared to the carrying value of the loans than at 31 December 2022.
With respect to investments in trusts and co-investments, where the Group holds a small pari-passu co-investment
structured through leveraged warehouse vehicles which are majority owned by the majority equity investor, the
increase in interest rates over the last year decreased the estimated fair value in certain of these structures which were
not hedged. This was caused by floating rate interest paid on senior borrowing facilities within the vehicle expected
to decrease the returns to the equity holders compared to previous expectations. The nature of the vehicles is such
that, while the loans may be government guaranteed, an uptick in defaults in combination with higher borrowing costs
will still reduce the lifetime return to the equity holder and the inbuilt mechanisms of the vehicles which prioritise
protection of repayments to the senior lender could lead to cash flowing to the equity holder later and as a result the
estimated fair value of the investment has decreased.
RLS and certain commercial loans which the Group holds through investments in trusts, have additionally underperformed
against expectations, even relative to unstressed assumptions. A revision to the underlying performance assumptions of
this cohort of loans partially offset the favourable performance of CBILS loans and the favourable changes in UK macro
assumptions.
There has additionally been increases in discount rates used to discount the estimated cash flows in the year, primarily
driven by increases in the risk free rate, due to central bank interest rate rises in order to curb inflationary pressures.
This, in turn, has led to a lower relative estimation of fair value compared to carrying value of the loans.
The result of the various factors outlined above is an £8.7 million net fair value gain during the year primarily driven by
favourable performance of legacy securitisation loans relative to expectations of stressed performance over the year,
however as these loans continue to amortise they are expected to become less sensitive to estimation uncertainty.
Sensitivities to unobservable assumptions in the valuation of SME loans and money market funds within cash and cash
equivalents are not disclosed as reasonably possible changes in the current assumptions inclusive of default rates,
discount rates and recovery rates would not be expected to result in material changes in the carrying values.
Fair value movements on SME loans (warehouse), SME loans (securitised), SME loans (other), investments in trusts and
bonds (unrated) are recognised through the profit and loss account in fair value gains/(losses).
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023160
14. Financial risk management continued
Financial instruments measured at fair value continued
A reconciliation of the movement in level 3 financial instruments is shown as follows:
Investment
SME loans SME loans Bonds in trusts and SME
(warehouse) (securitised) (unrated) co-investments loans (other)
£m £m £m £m £m
At 1 January 2022
3.2
148.1
(12.8)
39.1
Additions
6.4
22.6
Repayments
(2.8)
(86.8)
16.3
(10.0)
(0.8)
Disposal
(39.5)
Net gain/(loss) on the change in fair value of
financial instruments at fair value through profit and
loss
2.0
14.7
(3.5)
(7.0)
(1.4)
Foreign exchange gain
9.3
0.2
0.5
At 31 December 2022
2.4
45.8
28.7
20.9
Additions
1.8
11.9
Repayments
(2.0)
(35.0)
(6.6)
(0.6)
Disposal
(30.4)
Net gain/(loss) on the change in fair value of
financial instruments at fair value through profit and
loss
1.0
6.8
1.3
(0.4)
Foreign exchange loss
(0.1)
(1.2)
(0.5)
At 31 December 2023
1.3
16.4
25.2
0.9
Financial risk factors
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet
its contractual obligations, and arises principally from the Group’s receivables from customers and cash and cash
equivalents held at banks.
The Group’s maximum exposure to credit risk by class of financial asset is as follows:
31 December 31 December
2023 2022
£m £m
Non-current
SME loans (other)
6.7
24.8
Investment in trusts and co-investments
25.2
28.7
Trade and other receivables:
– Other receivables
1.4
3.4
Current
Lines of credit
50.0
16.0
SME loans (other)
0.9
20.9
SME loans (warehouse)
1.3
2.4
SME loans (securitised)
16.4
45.8
Trade and other receivables:
– Trade receivables
0.4
0.4
– Other receivables
7.3
5.3
– Accrued income
5.3
4.8
– Rent and other deposits
2.2
2.3
Cash and cash equivalents
221.4
17 7.7
Total gross credit risk exposure
338.5
332.5
Less bank borrowings and bond liabilities
(56.9)
(46.3)
Total net credit risk exposure
281.6
286.2
1
1. Included within bank borrowings are £2.2 million (2022: £22.6 million) in relation to draw downs on the PPPLF and £54.7 million related to the FlexiPay warehouse .
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 161
Notes forming part of the consolidated financial statements continued
for the year ended 31 December 2023
14. Financial risk management continued
Financial risk factors continued
Credit risk continued
In addition, the Group is subject to financial guarantees it has issued to buy back loans detailed in the loan repurchase
liability in note 13. The Group’s maximum exposure to credit risk on financial guarantees were every eligible loan
required to be bought back would be £0.4 million (2022: £2.8 million).
An expected credit loss allowance related to undrawn lines of credit on the FlexiPay product of £1.4 million
(2022: £0.3 million) is held within provisions and other liabilities. The Group’s maximum exposure to credit risk
on the undrawn lines of credit if they were all to be fully drawn would be £157.3 million (2022: £41.6 million).
SME loans (warehouse) and SME loans (securitised) relate to the underlying pool of SME loans from the legacy
warehouses and SPVs that have since been purchased or novated into other Funding Circle entities, but remain held at
FVTPL with the business model of holding the loans for sale. Whilst there is credit risk from the loans defaulting, certain
of these SME loans (securitised) and the third party bonds that remain in SPVs are held within bankruptcy remote
vehicles. If the SME loans were to all default, then the bank debt or third party bonds do not receive their money back.
Therefore, the overall exposure to the Group for these investments is the Group’s net investment in the SME loans
which is after taking account of the bank debt and third party bonds.
SME loans (other) includes £0.9 million (2022: £20.9 million) loans originated by the Group with the intention of selling
onwards, which are held at FVTPL and are therefore disclosed as current.
Under IFRS 9, the Group is required to provide for loans measured at amortised cost under the expected credit loss
(“ECL”) model. The impairment related to each loan is based on the ECLs associated with the probability of default of
that loan in the next 12 months unless there has been a significant increase in credit risk of that loan since origination.
The Group assumes there has been a significant increase in credit risk if outstanding amounts on the loan investment
exceed 30 days, in line with the rebuttable presumption per IFRS 9.
The Group defines a default, classified within non-performing, as a loan investment with any outstanding amounts
exceeding a 90-day due date, which reflects the point at which the loan is considered to be credit impaired. In some
circumstances where loans are bought back by the Group, the financial asset associated with the purchase meets the
definition of purchased or originated credit impaired (“POCI); this element of the impairment is therefore based on
lifetime ECLs.
Lines of credit utilises the same default definition and probability of default under IFRS 9, however, they are assessed
based on 12-month probability of default at the overall available line of credit level, estimating the expected utilisation
of the line of credit at the estimated point of default. The expected credit loss impairment associated with undrawn
lines of credit is disclosed within other liabilities in note 13 and in note 25.
SME loans (other) includes PPP loans funded by the use of the PPPLF. The loans are guaranteed by the US government
in the event of default and the loans are anticipated to be forgiven. At the point of default and subsequent collection of
the guarantee or point of forgiveness, the loan and the respective borrowings under the PPPLF are extinguished. SME
loans (other) also includes loans which have been brought back from investors and are held at amortised cost.
Lines of credit comprises £50.0 million (2022: £16.0 million) of drawn amounts through the FlexiPay product net of
expected credit loss impairment.
The gross principal value of SME loans (other) is £21.4 million (2022: £39.6 million) and drawn lines of credit held at
amortised cost is £55.4 million (2022: £17.6 million), totalling £76.8 million (2022: £57.2 million), and an allowance for
expected credit losses of £14.7 million (2022: £14.8 million) and £5.4 million (2022: £1.6 million) respectively, totalling
£20.1 million (2022: £16.4 million), is held against these loans and drawn lines of credit as detailed below.
An impairment charge of £3.3 million (2022: impairment credit of £0.9 million) was recognised through the statement
of comprehensive income in the year to 31 December 2023 within (provision)/credit for expected credit losses in the
income statement related to drawn lines of credit and SME loans (other).
Additionally, an expected credit loss impairment charge was recognised relating to undrawn FlexiPay lines of
credit of £1.1 million (31 December 2022: £0.3 million) and an expected credit loss impairment credit of £0.4 million
(31 December 2022: credit of £0.9 million) related to the loan repurchase liability were recognised as detailed in notes
13 and 14.
The Group bands each loan investment at origination using an internal risk rating and assesses credit losses on a
collective portfolio basis by product. Credit risk grades are not reported to management on an ongoing basis and the
only borrower specific information that is produced and used is past due status. There is no significant concentration
of credit risk to specific industries or geographical regions.
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023162
14. Financial risk management continued
Financial risk factors continued
Credit risk continued
Performing: Underperforming: Non-performing: POCI:
12-month Lifetime Lifetime Lifetime
ECL ECL ECL ECL Total
£m £m £m £m £m
At 1 January 2022
0.6
0.3
1.1
13.3
15.3
Impairment against new lending and purchased assets
0.1
1.1
1.2
Exchange differences
0.1
0.1
1.0
1.2
Impairment against loans transferred from/(to) performing
(0.1)
0.3
0.3
0.5
Loans repaid
(0.3)
(0.3)
(0.5)
(1.2)
(2.3)
Change in probability of default or loss given
0.7
(0.1)
(0.1)
0.5
default assumptions
At 31 December 2022
1.1
0.3
0.9
14.1
16.4
Impairment against new lending and purchased assets
12.6
0.1
0.1
0.6
13.4
Exchange differences
(0.5)
(0.5)
Impairment against loans transferred from/(to) performing
(0.3)
0.5
2.5
2.7
Loans repaid
(10.5)
(0.2)
(0.9)
(11.6)
Change in probability of default or loss given
(1.3)
0.1
0.4
0.5
(0.3)
default assumptions
At 31 December 2023
1.6
1.0
3.7
13.8
20.1
Basis for Gross lines Provision
Expected credit recognition of of credit and for expected Net carrying
loss coverage expected credit SME loans (other) credit loss amount
% loss impairment £m £m £m
As at 31 December 2022
Performing (due in 30 days or less)
2.7 12 month ECL
39.2
(1.1)
38.1
Underperforming (31–90 days overdue)
36.5
Lifetime ECL
0.7
(0.3)
0.4
Non-performing (90+ days overdue)
43.1
Lifetime ECL
2.3
(0.9)
1.4
POCI (90+ days overdue)
94.2
Lifetime ECL
15.0
(14.1)
0.9
Total
57.2
(16.4)
40.8
As at 31 December 2023
Performing (due in 30 days or less)
2.9 12 month ECL
55.8
(1.6)
54.2
Underperforming (31–90 days overdue)
50.0
Lifetime ECL
2.0
(1.0)
1.0
Non-performing (90+ days overdue)
86.0
Lifetime ECL
4.3
(3.7)
0.6
POCI (90+ days overdue)
93.9
Lifetime ECL
14.7
(13.8)
0.9
Total
76.8
(20.1)
56.7
Basis for Provision
Expected credit recognition of Gross lines for expected Net carrying
loss coverage expected credit of credit credit loss amount
Of which is drawn FlexiPay lines of credit % loss impairment £m £m £m
As at 31 December 2022
Performing (due in 30 days or less)
5.3 12 month ECL
16.5
(0.8)
15.7
Underperforming (31–90 days overdue)
48.4
Lifetime ECL
0.5
(0.3)
0.2
Non-performing (90+ days overdue)
85.0
Lifetime ECL
0.6
(0.5)
0.1
POCI (90+ days overdue)
Lifetime ECL
Total
17.6
(1.6)
16.0
As at 31 December 2023
Performing (due in 30 days or less)
2.7 12 month ECL
50.3
(1.4)
48.9
Underperforming (31–90 days overdue)
54.5
Lifetime ECL
1.9
(1.0)
0.9
Non-performing (90+ days overdue)
93.6
Lifetime ECL
3.2
(3.0)
0.2
POCI (90+ days overdue)
Lifetime ECL
Total
55.4
(5.4)
50.0
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 163
Notes forming part of the consolidated financial statements continued
for the year ended 31 December 2023
14. Financial risk management continued
Financial risk factors continued
Credit risk continued
The risk and finance functions of the Group monitor the performance of the FlexiPay Lines of credit and SME loans
(other) and calculate the ECL estimate required for financial reporting purposes. These teams report to the Chief
Financial Officer (“CFO”) and Chief Risk Officer (“CRO”). Discussions of estimates processes and results are held
regularly at Balance Sheet Management and Investment Valuation Committees along with regular updates provided to
the Audit Committee.
The allowance for expected credit losses is based on the Group’s past experience of delinquencies and loss trends, as
well as forward-looking information in the form of macroeconomic scenarios governed by an impairment committee,
which considers macroeconomic forecasts such as changes in interest rates, GDP and inflation which are incorporated
into scenarios and probability weighted.
Estimation is required in assessing individual loans and when applying statistical models for collective assessments,
using historical trends from past performance as well as forward-looking information including macroeconomic
forecasts in each market together with the impact on loan defaults. A sensitivity to these assumptions on the estimated
ECL is disclosed within note 2.
Trade receivables represent the invoiced amounts in respect of servicing fees due from institutional investors. The risk
of financial loss is deemed minimal because the counterparties are well established financial institutions.
Ongoing credit evaluation is performed on the financial condition of other receivables and, where appropriate,
a provision for expected credit losses is recorded in the financial statements.
Other receivables include net investment in subleases of offices representing the present value of future sublease
payments receivable. Where appropriate, impairment is recorded where the receivable is in doubt.
Individual risk limits for banks and financial institutions are set by the Group with reference to external rating agencies.
The Group’s treasury policy has set limits and quantities that the Group must remain within. No credit or counterparty
limits were exceeded during the year. The Group’s cash and cash equivalents split by S&P counterparty rating were
A/A- rated: £71.3 million (2022: £56.2 million), A+ or better rated: £150.1 million (2022: £121.5 million) and below A-
rated: £nil (2022: £nil).
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s
approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient financial resources
to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or
risking damage to the Group’s position.
The Group’s liquidity position is monitored and reviewed on an ongoing basis by the Directors.
The amounts disclosed in the following tables are the contractual undiscounted cash flows. The liquidity requirements
of the bonds in the prior year were met from cash flows generated by the investment in SME loans (securitised) and the
liquidity requirements of bank borrowings are met from cash flows generated by investment in SME loans (other) and
FlexiPay lines of credit.
The maturity analysis of financial instruments at 31 December 2023 and 31 December 2022 is as follows:
Between Total
Less than 3 months Between 1 Over undiscounted Impact of Carrying
3 months and 1 year and 5 years 5 years cash flows discounting amount
At 31 December 2023 £m £m £m £m £m £m £m
Financial liabilities
Trade and other payables
(34.8)
(0.2)
(35.0)
(35.0)
Bank borrowings
(54.7)
(2.2)
(56.9)
(56.9)
Bonds
Loan repurchase liability
(0.1)
(0.1)
(0.1)
Lease liabilities
(1.8)
(5.5)
(5.9)
(13.2)
0.6
(12.6)
(36.7)
(60.2)
(8.3)
(105.2)
0.6
(104.6)
2
1
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023164
14. Financial risk management continued
Financial risk factors continued
Liquidity risk continued
Between Total
Less than 3 months Between 1 Over undiscounted Impact of Carrying
3 months and 1 year and 5 years 5 years cash flows discounting amount
At 31 December 2022 £m £m £m £m £m £m £m
Financial liabilities
Trade and other payables
(12.2)
(12.2)
(12.2)
Bank borrowings
(22.6)
(22.6)
(22.6)
Bonds
(5.1)
(12.5)
(6.4)
(24.0)
0.3
(23.7)
Loan repurchase liability
(0.5)
(0.5)
(0.5)
Lease liabilities
(1.7)
(5.6)
(13.7)
(21.0)
1.2
(19.8)
(19.5)
(18.1)
(42.7)
(80.3)
1.5
(78.8)
2
1
1. Financial guarantees provided for in the loan repurchase liability are allocated to the earliest period in which the guarantee could possibly be called.
2. Included within the impact of discounting on bonds is £nil of deferred bond issuance costs (2022: £0.3 million).
Bank borrowings consist of drawn amounts in the US of $2.8 million (2022: $27.3 million) on the PPP Liquidity Facility
available from the Federal Reserve Bank at a fixed interest rate of 0.35%. They also comprise the drawn balance on a
committed lending facility in the FlexiPay warehouse of £54.7 million (2022: £nil) at a floating rate of interest based on
SONIA plus a margin.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
in market prices. The Group’s market risk arises from open positions in interest-bearing assets and liabilities, to the
extent that these are exposed to general and specific market movements.
a) Other price risk
The fair value of the SME loans which are held at fair value through profit and loss can fluctuate depending on market
pricing of relative interest rates and credit risk. This is reflected in the discount rate used to derive a valuation for the
loan assets. The discount rates used in the valuation of the assets measured at fair value through profit and loss are
not considered to be a material source of estimation uncertainty and a sensitivity analysis has not been disclosed.
b) Interest rate risk
The Group is exposed to interest rate risk in relation to financial liabilities through drawn committed borrowing facilities
and on financial assets through investment in SME loans.
Non-trading interest rate risk
The Group’s interest risk on financial instruments is limited to interest receivable on loan note investments, cash and
cash equivalent balances and interest on bonds and bank borrowings. The maturities of financial instruments subject
to interest rate risk are as follows:
Less than 3 months
Between 3 months and 1 year
Between 1 and 5 years
2023 2022 2023 2022 2023 2022
At 31 December £m £m £m £m £m £m
Fixed rate
SME loans (other)
1.1
0.9
0.6
0.4
5.9
44.4
Investment in trusts and
co-investments
25.2
28.7
Lines of credit
50.0
16.0
SME loans (warehouse)
0.1
0.1
0.5
0.1
0.7
2.2
SME loans (securitised)
0.5
0.1
13.0
4.0
2.9
41.7
Bank borrowings
(2.2)
(22.6)
Bonds
(23.7)
Floating rate
Cash and cash equivalents
221.4
177.7
Bank borrowings2
(54.7)
273.1
194.8
(40.6)
4.5
32.5
70.7
2
1
1
2
1
1. The SME loans (warehouse) and SME loans (securitised) are classified as current on the balance sheet, reflecting that the position is held to sell. The above
table represents the contractual maturities.
2. The fixed rate bank borrowings and SME loans (other) include the Group’s drawing of the PPP Liquidity Facility in the US in order to fund PPP loan originations.
These are classified as non-current on the balance sheet, and the above table represents the contractual maturities, although the PPP loans could be forgiven
by the SBA and the associated liability could be repaid from the proceeds within 12 months of the balance sheet date. The floating rate bank borrowings
represent the facility in the FlexiPay warehouse used to originate lines of credit.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 165
Notes forming part of the consolidated financial statements continued
for the year ended 31 December 2023
14. Financial risk management continued
Financial risk factors continued
Market risk continued
b) Interest rate risk continued
Non-trading interest rate risk continued
There are no financial assets with a maturity of over five years.
Interest rate risk sensitivity analysis – non-trading interest (fixed rate)
Interest on SME loans and on the PPPLF borrowings and bond liabilities (in the US) is fixed until the maturity of the
investment and is not impacted by market rate changes. All remaining US bond liabilities were repaid during the year
to 31 December 2023. The level of future interest rate receivable would be similar to that received in the year and
the impact of movements in interest rates on the value of the assets is considered immaterial to the Group’s overall
performance for the year.
Interest rate risk sensitivity analysis – non-trading interest (floating rate)
Interest on cash and cash equivalent balances is subject to movements in base rates. The Directors monitor interest
rate risk and note that there have recently been sustained rate rises observed. The Directors believe that any
reasonable increase in the base rate would not significantly impact the Group’s cash.
Interest on bonds (in the UK) was subject to movements in the Sterling Overnight Index Average Rate (“SONIA”).
However, the Group had mitigated the risk of increases in interest rates through the use of interest rate caps and the
bonds were fully repaid during the previous year ended 31 December 2022.
Interest on bank borrowings related to the FlexiPay lines of credit are subject to movements in SONIA. The Group has
partially protected itself through the use of an interest rate cap with a strike price of 6.5% and a notional amount that
increases in line with the projected drawdowns on the senior borrowing facility. The fair value of the interest rate cap is
not material to the Group.
If SONIA were to increase by 100 bps, based on the drawn balance at 31 December 2023, the annualised interest
expense recognised in borrowing costs would increase by £0.5 million (including any impact of the interest rate cap).
Additionally, while the fees charged on FlexiPay lines of credit are fixed for the duration of individual drawdowns, due
to the short-term and revolving nature of the product, the Group can reprice the fees charged on drawdowns at short
notice in order to manage interest rate risk of the floating rate borrowings.
Some of the Group’s investment in trusts are through warehouse vehicles where the Group is a minority equity investor.
The senior borrowing facilities utilised in these vehicles receive interest on borrowings in priority to payments to the
equity investors at SONIA plus a margin. As a result of the increase in SONIA and anticipated future increases, the
increased borrowing costs have reduced the expected cash returns to the equity investors of the investment held at fair
value through profit and loss. The impact is recognised in fair value gains and losses in the statement of comprehensive
income. Some, but not all of the vehicles, had interest rate caps or interest rate swaps within their structures which can
mitigate the impact of future rate rises. The remaining leveraged warehouse vehicles, which previously did not hold
hedging instruments, entered into cap or swap agreements during the year ended 31 December 2023.
The fair value of investments in trusts and co-investments are no longer considered to be sensitive to further increases
in SONIA or the projected SONIA rates as a result of hedging in place.
c) Sensitivity analysis
IFRS 7 requires disclosure of sensitivity analysis for each type of market risk to which the entity is exposed at the report
date showing how profit or loss and equity would have been affected by changing the relevant risk variables that were
reasonably possible at that date.
As discussed above, the Group does not have significant exposure to price or cash flow risk and therefore no
sensitivity analysis for those risks has been disclosed.
d) Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures,
primarily with respect to the US dollar, the UK pound and the euro. Foreign exchange risk arises from future commercial
transactions, recognised assets and liabilities and net investments in foreign operations.
The Group’s policy is, where possible, to allow Group entities to settle liabilities denominated in their functional
currency with the cash generated from their own operations in that currency. Where Group entities have liabilities
denominated in a currency other than their functional currency (and have insufficient reserves of that currency to settle
them), cash already denominated in that currency will, where possible, be transferred from elsewhere within the Group.
Apart from these particular cash flows, the Group aims to fund expenses and investments in the respective currency
and to manage foreign exchange risk at a local level by matching the currency in which income is generated and
expenses are incurred .
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023166
14. Financial risk management continued
Financial risk factors continued
Market risk continued
d) Foreign exchange risk continued
The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk.
The table below sets out the Group’s currency exposures from financial assets and liabilities held by Group companies
in currencies other than their functional currencies and resulting in exchange movements in the income statement and
balance sheet.
31 December 2023
31 December 2022
USD GBP EUR Total USD GBP EUR Total
£m £m £m £m £m £m £m £m
Cash and cash equivalents
0.2
0.2
0.2
0.2
Intra-group assets
0.2
0.2
1.0
1.0
Intra-group liabilities
(45.5)
(0.3)
(45.8)
(16.5)
(0.8)
(17.3)
The Group assessed the sensitivity to a 10% depreciation and 10% appreciation in pound sterling against the relevant
foreign currencies. While 5% is the sensitivity rate used when reporting foreign currency risk internally to senior
management personnel, in light of recent fluctuations in foreign exchange rates, 10% represents management’s
current assessment of a reasonably possible change in foreign exchange rates. The sensitivity analysis to the income
statement includes only outstanding foreign currency-denominated monetary items and adjusts their translation at
the year end for a 10% change in foreign currency rates. The sensitivity analysis illustrates the impact on the foreign
currency translation reserve within equity of the retranslation of quasi-equity loans to foreign operations within the
Group and net investment in foreign operations of the Group.
The Group’s sensitivity to fluctuations in foreign currencies is related to the US dollar and euro amounts held in the
Parent Company.
Appreciation in pound sterling
Depreciation in pound sterling
Income Income Income Income
statement Equity statement Equity statement Equity statement Equity
2023 2023 2022 2022 2023 2023 2022 2022
At 31 December £m £m £m £m £m £m £m £m
US dollars
(3.0)
(3.6)
3.7
4.4
Euros
0.9
0.6
(1.1)
(0.7)
(2.1)
(3.0)
2.6
3.7
Impairment of net investment in subleases:
Certain right-of-use assets related to the US San Francisco office have been sublet under a financing sublease
and are represented as net investments in subleases within other receivables. Due to a reduction in market values
since inception of the sublet, the estimated cash flows expected on expiry of the existing sublet and expectations
of further sublet are lower and as a result an impairment of £0.8 million was recognised in the six months ended
31 December 2023 (31 December 2022: £nil). The impairment is disclosed in the condensed consolidated statement of
comprehensive income within depreciation, amortisation and impairment.
Capital management
The Group considers its capital to comprise its ordinary share capital, share premium, foreign exchange reserve, share
options reserve and retained earnings. Quantitative detail is shown in the consolidated statement of changes in equity.
The Directors’ objective when managing capital is to safeguard the Group’s ability to continue as a going concern in
order to provide returns for the shareholders and benefits for other stakeholders and to maintain an optimal capital
structure to reduce the cost of capital.
The Directors monitor a number of KPIs at both the Group and individual subsidiary level on a monthly basis. As part of
the budgetary process, targets are set with respect to operating expenses in order to effectively manage the activities
of the Group. Performance is reviewed on a regular basis and appropriate actions are taken as required. These internal
measures indicate the performance of the business against budget/forecast and confirm whether the Group has
adequate resources to meet its working capital requirements.
The Group is subject to externally imposed capital requirements by the Financial Conduct Authority but these are lower
than internally set requirements. During the period, the Group complied with all externally imposed requirements.
Sources of estimation uncertainty and critical judgements that may result in a material adjustment in future periods are
outlined in note 2.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 167
Notes forming part of the consolidated financial statements continued
for the year ended 31 December 2023
15. Share capital
31 December 31 December 31 December 31 December
2023 2023 2022 2022
Number £ Number £
Called up, allotted and fully paid
Ordinary shares of £0.001
361,303,143
361,303
361,303,143
361,303
During 2023, the Company issued nil ordinary shares of £0.001 (2022: 4,683,425) shares ranking pari passu with
ordinary shares in issue in connection with employee share schemes, giving rise to a total share premium of £nil
(2022: £0.1 million).
Included in the total number of ordinary shares outstanding are 16,614,054 (2022: 16,726,515) shares held by the
Group’s Employee Benefit Trust, which includes 16,473,230 shares (2022: 16,471,239) that were purchased (3,290,000
purchased (2022: 17,660,340) and 3,288,009 (2022: 1,189,101) utilised to satisfy employee share option plans) and
5,428,551 (2022: 5,539,201) shares held by the Group’s Share Incentive Plan Trust.
16. Share premium account
2023 2022
£m £m
At 1 January
293.1
293.0
Exercise of options – proceeds received
0.1
At 31 December
293.1
293.1
17. Foreign exchange reserve
£m
At 1 January 2022
11.1
Exchange difference on translating the net assets of foreign operations
5.8
At 31 December 2022
16.9
Exchange difference on translating the net assets of foreign operations
(2.7)
At 31 December 2023
14.2
Exchange differences relating to the translation of the net assets of the Group’s subsidiaries from their functional
currency into the Company’s functional currency are recognised directly in the foreign exchange reserves within equity.
18. Accumulated losses
£m
At 1 January 2022
(35.6)
Transfer of share option costs
2.6
Purchase of own shares
(8.7)
Loss for the year
(6.9)
At 31 December 2022
(48.6)
Transfer of share option costs
3.8
Purchase of own shares
(1.8)
Loss for the year
(38.3)
At 31 December 2023
(84.9)
The transfer of share option costs is in relation to the exercise of share options during the year and their associated
costs in the share options reserve which are transferred to (accumulated losses)/retained earnings.
During the year ended 31 December 2023, £1.8 million (2022: £8.7 million) of ordinary shares were purchased by the
EBT for the purposes of satisfying employee share option plans. The number of shares purchased was 3.3 million and
the average purchase price was £0.53 (2022: 17.6 million and £0.50). All shares have a nominal value of £0.001.
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023168
19. Share-based payment
The Company operates share schemes for all employees of the Group. The terms of the main current schemes from
which the Group’s employees benefit are set out below.
Post-IPO employee share plans
Since the Company’s admission on the London Stock Exchange to the year ended 31 December 2019, the Company
operated a single discretionary share-based long-term incentive plan (“LTIP”). In November 2020, the Company
introduced a Share Incentive Plan (“SIP”) approved by HMRC, which includes free shares, partnership shares and
matching shares. This plan is only relevant for UK-based employees; the LTIP will continue to make awards for
non-UK-based employees and employees in senior management positions.
The main features of the LTIP and SIP are set out below.
Post-IPO – LTIP
Form of LTIP Awards
The Board grants awards in the form of restricted stock units at no cost or options to acquire shares at no cost (a nil-cost option).
Performance conditions
LTIP Awards are not currently subject to performance conditions with the exception of LTIP Awards granted to
Executive Directors which are subject to performance conditions. Refer to the Remuneration Report for further details.
Any performance condition may be amended or substituted if one or more events occur which cause the Board to
reasonably consider that an amended or substituted performance condition would be more appropriate and would not
be materially less difficult to satisfy than originally intended.
Vesting and release of LTIP Awards
LTIP Awards granted to employees, excluding Executive Directors, currently vest subject to continued service only
(“Time-Based Vesting”) in accordance with a vesting schedule set at grant.
LTIP Awards granted to Executive Directors vest at the end of three years subject to achievement of performance
conditions. Further details are shown in the Remuneration Report.
The Board may determine at grant that an LTIP Award is subject to an additional holding period following vesting (a
Holding Period”). LTIP Options will be exercisable from the date of vesting or, if applicable, the end of the Holding
Period until the tenth anniversary of the grant date, or such earlier date as the Board determines.
Cessation of employment
LTIP Options may normally be exercised to the extent vested for a period of six months after ceasing employment or 12
months after death (or such other period as the Board may determine).
Post-IPO – SIP
Form of SIP Awards
The Board grants awards in the form of free shares, partnership shares and matching shares.
Performance conditions
There are no performance conditions attached to free shares, partnership shares and matching shares.
Free shares
From 2023 onwards, only UK-based employees in senior management positions are eligible to receive Free shares.
Free shares are awarded annually with a forfeiture period of two years and a holding period of three years.
Until 2022 under SIP, all UK employees were eligible to receive up to a maximum of £3,600, or 10% of annual salary if
less, of free shares per tax year. Free shares were awarded annually with a forfeiture period of two years and a holding
period of three years.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 169
Notes forming part of the consolidated financial statements continued
for the year ended 31 December 2023
19. Share-based payment continued
Pre-IPO employee share plans continued
Post-IPO – SIP continued
Matching shares
UK employees are invited to buy partnership shares from pre-tax salary with a maximum investment in each tax year
of £1,800, or 10% of annual salary if less. Partnership shares are purchased every month. Employees can withdraw
partnership shares from the SIP at any time although there are tax advantages if the shares are retained in the SIP for
at least three years.
Up to 2022 participants were awarded one matching share for every one partnership share they purchased, and from
2023 this was increased to two matching shares for every partnership share purchased. There are tax advantages if
the matching shares are retained in the SIP for at least three years.
Whilst employed by the Company, a participant will forfeit a corresponding number of matching shares if they choose
to transfer partnership shares out of the SIP within three years of the date of purchase.
Under normal circumstances, if a participant leaves the Company before the second anniversary of the date of award,
they will forfeit their matching shares. If they leave between two and three years of the date of award, they retain
their matching shares but those shares must be removed from the SIP and any tax advantages are lost. If a participant
leaves under special circumstances, they will retain all of their matching shares, regardless of how long they have been
held in the SIP.
Pre-IPO employee share plans
EMI Options
Prior to June 2014, the Company issued options to UK subsidiary undertakings’ employees under the EMI Options
Scheme. Since then, the Company is not eligible to issue under the scheme.
Unapproved Options
The Company has an Unapproved Options Scheme for all employees of the Group. In accordance with standard
vesting terms, the full award will vest four years after the vesting start date, with 25% vesting on the first anniversary
of the vesting date and 6.25% every three months thereafter. If the options remain unexercised after a period of ten
years from the date of grant, the options expire. Options are forfeited if the employee leaves the Group before the
options vest.
US Options Scheme 2
Options granted under the US Options Scheme 2 are Unapproved Options granted to US employees as either non-
qualifying options or incentive stock options. The US Options Scheme 2 has the same vesting period as Unapproved
Options. If the options remain unexercised after a period of ten years from the date of grant, the options expire.
Unvested options are forfeited if the employee leaves the Group before the options vest.
All share-based incentives are subject to service conditions. Such conditions are not taken into account in the fair
value of the service received. The fair value of services received in return for share-based incentives is measured
by reference to the fair value of share-based incentives granted. The estimate of the fair value of the share-based
incentives is measured using market prices. When market prices do not exist for shares or rights to shares with similar
characteristics, fair value is determined by using a valuation technique (either the Monte Carlo or Black-Scholes pricing
model as is most appropriate for each scheme).
Charge for the year
Included in operating expenses of the Group is a charge for share-based payments and associated social security
costs of £5.6 million (2022: £4.7 million) that arises from transactions accounted for as equity-settled share-based
payment transactions.
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023170
19. Share-based payment continued
Movements in share plans
Details of movements in the share schemes during the year are as follows:
Free shares and
EMI Options
Unapproved Options
matching shares
LTIP Awards
US Options Scheme
Total
Number and WAEP
Number and WAEP
Number and WAEP
Number and WAEP
Number and WAEP
Number and WAEP
Number
£
Number
£
Number
£
Number
£
Number
£
Number
£
Outstanding at
1 January 2022
299,000
0.027
5,142,084
0.317
2,857,7 73
19,340,043
2,819,280
0.431
30,458,180
0.106
Granted during
the year
3,131,344
11,817,920
14,949,264
Exercised during
the year
(152,700)
0.027
(129,399)
0.417
(3,121,272)
(2,383)
0.410
(3,405,754)
0.017
Forfeited during
the year
(5,000)
0.027
(2,789)
1.682
(1,155,891)
(8,175,973)
(625)
0.440
(9,340,278)
0.001
Outstanding at
31 December 2022
141,300
0.026
5,009,896
0.314
4,833,226
19,860,718
2,816,272
0.431
32,661,412
0.097
 1
Free shares and
EMI Options
Unapproved Options
matching shares
LTIP Awards
US Options Scheme
Total
Number and WAEP
Number and WAEP
Number and WAEP
Number and WAEP
Number and WAEP
Number and WAEP
Number
£
Number
£
Number
£
Number
£
Number
£
Number
£
Outstanding at
1 January 2023
141,300
0.026
5,009,896
0.314
4,833,226
19,860,718
2,816,272
0.431
32,661,412
0.097
Granted during
the year
653,742
21,443,472
22,097, 214
Exercised during the
year
(96,000)
0.027
(386,367)
0.143
(383,116)
(2,971,351)
(3,034)
0.516
(3,839,868)
0.014
Forfeited during
the year
(938)
0.440
(711,218)
(4,792,300)
(40,888)
0.522
0.004
(5,545,344)
Outstanding at
31 December 2023
45,300
0.024
4,622,591
0.328
4,392,634
33,540,539
2,772,350
0.429
0.068
45,373,414
1. Weighted average exercise price.
The following table summarises information about the share awards outstanding at 31 December 2023:
Free shares and
EMI Options
Unapproved Options
matching shares
LTIP Awards
US Options
Total
Range of exercise
Number and WARCL
1
Number and WARCL
Number and WARCL
Number and WARCL
Number and WARCL
Number and WARCL
prices
Years
Number
Number
Years
Number
Years
Years
Number
Years
Number
Years
Number
£0£0.008
2,190,017
4.4
4,392,634
8.4
33,540,539
7.3
40,123,190
£0.009£0.176
0.4
45,300
18,438
1.1
0.4
24,302
0.5
88,040
£0.177–£0.471
2,045,498
3.2
1.8
2,150,665
2.4
4,196,163
£0.472–£1.75
368,638
4.5
4.5
597,383
4.5
966,021
0.4
45,300
4,622,591
3.8
4,392,634
8.4
33,540,539
2.3
2,772,350
6.7
45,373,414
The following table summarises information about the share awards outstanding at 31 December 2022:
Free shares and
EMI Options
Unapproved Options
matching shares
LTIP Awards
US Options
Total
Range of Number and WARCL
Number and WARCL
Number and WARCL
Number and WARCL
Number and WARCL
Number and WARCL
exercise prices
Number
Years
Number
Years
Years
Number
Years
Number
Number
Years
Years
Number
£0£0.008
2,260,017
5.4
4,833,226
7.9
19,860,718
6.2
26,953,961
£0.009£0.176
141,300
0.8
214,142
0.5
24,302
1.4
0.6
379,744
£0.177–£0.471
2,167,099
4.3
2,193,087
2.8
3.5
4,360,186
£0.472–£1.75
368,638
5.5
598,883
5.4
5.4
9 67, 521
141,300
0.8
5,009,896
4.7
4,833,226
7.9
19,860,718
2,816,272
3.3
5.8
32,661,412
1
1. Weighted average remaining contractual life .
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 171
Notes forming part of the consolidated financial statements continued
for the year ended 31 December 2023
19. Share-based payment continued
Unapproved Options Scheme
There have been no Unapproved Options granted since IPO in 2018. The weighted average fair values of options
granted under the Unapproved Options Scheme and the US Options Scheme ranged between £0.73 and £1.80 per
option respectively in the previous year. These values were determined using the Black-Scholes valuation model. The
significant inputs into the model are as follows:
31 December
Unapproved Options Scheme 2019
Share price (various times during the year)
£1.89
Exercise price
£nil£0.44
Expected life
4 years
Expected volatility
48%
Risk-free interest rate (between)
0.93%–1.02%
Dividend yield
Nil
Forward exchange rate – US Options (between)
0.769
LTIP Awards
Since all LTIP Awards were made post-IPO, the Company has used its share price at grant date as the fair value of the
LTIP Awards granted during the year to employees.
Free shares and matching shares
The Company has used its share price at grant date as the fair value of free shares and matching shares granted during
the year to employees.
20. Notes to the consolidated statement of cash flows
Cash outflow from operating activities
31 December
31 December 2022
2023 (re-presented) 
£m £m
Loss before taxation
(33.2)
(12.9)
Adjustments for:
Depreciation of property, plant and equipment
4.3
5.1
Amortisation of intangible assets
12.4
10.1
Impairment of ROU assets and investment in sublease
6.2
1.8
Interest payable
0.6
0.9
Non-cash employee benefits expense – share-based payments and associated social
security costs
5.6
4.7
Fair value losses/(gains)
(8.7)
(4.8)
Movement in restructuring provision
(0.2)
Movement in loan repurchase liability
(0.4)
(1.8)
Movement in other provisions
0.9
(0.1)
Share of gains of associates
(0.1)
(0.4)
Other non-cash movements
5.1
1.4
Changes in working capital
Movement in trade and other receivables
(13.5)
8.8
Movement in trade and other payables
34.7
(3.7)
Tax paid
(0.6)
(1.0)
Originations of lines of credit
(230.4)
(59.6)
Cash receipts from lines of credit
191.5
43.6
Net cash outflow from operating activities
(25.6)
(8.1)
1
1. The comparative year to 31 December 2022 has been re-presented to present “Interest received” which was previously a component of investing activities as a
component of operating income to mirror the re-presentation of interest on cash and cash equivalents within “Interest income” which was previously presented
within “Finance income” on the consolidated statement of comprehensive income. As a result it is not disclosed separately above.
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023172
20. Notes to the consolidated statement of cash flows continued
Cash and cash equivalents
31 December 31 December
2023 2022
£m £m
Cash and cash equivalents
221.4
17 7.7
The cash and cash equivalents balance is made up of cash and money market funds. The carrying amount of
these assets is approximately equal to their fair value. Included within cash and cash equivalents above is a total of
£51.8 million (2022: £12.1 million) in cash which is restricted in use. Of this, £1.1 million (2022: £1.1 million) is restricted
in use in the event of rental payment defaults and cash held in the securitisation SPVs of £nil (2022: £2.9 million) which
has been collected for onpayment to bond holders and is therefore restricted in its use. £31.1 million (2022: £8.1 million)
of cash is held which is restricted in use to repaying investors in CBILS and RLS loans and paying CBILS and RLS-
related costs to the UK government. A further £19.6 million (2022: £nil) of cash is held which is restricted for use in the
FlexiPay warehouse.
At 31 December 2023, money market funds totalled £150.1 million (2022: £121.6 million).
Analysis of changes in liabilities from financing activities
1 January Exchange Other non-cash 31 December
2022 Cash flow movements movements 2022
£m £m £m £m £m
Bank borrowings
(73.2)
57.9
(7.3)
(22.6)
Bonds
(140.3)
129.1
(8.1)
(4.4)
(23.7)
Lease liabilities
(23.9)
7.3
(1.6)
(1.6)
(19.8)
Liabilities from financing activities
(237.4)
194.3
(17.0)
(6.0)
(66.1)
1 January Exchange Other non-cash 31 December
2023 Cash flow movements movements 2023
£m £m £m £m £m
Bank borrowings
(22.6)
(34.9)
0.6
(56.9)
Bonds
(23.7)
23.4
0.6
(0.3)
Lease liabilities
(19.8)
7.2
0.6
(0.6)
(12.6)
Liabilities from financing activities
(66.1)
(4.3)
1.8
(0.9)
(69.5)
21. Operating lease arrangements
As disclosed in notes 1 and 9, leases of low-value items or short-term leases continue to be treated as
operating leases.
31 December 31 December
2023 2022
£m £m
Lease payments under operating leases recognised as an expense in the year
0.4
0.3
At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under
non-cancellable operating leases of £0.3 million (2022: £0.7 million).
Operating lease payments represent payments for lease assets that are individually considered low value.
22. Dividends per share
No ordinary dividends were declared or paid in the current or previous financial years.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 173
Notes forming part of the consolidated financial statements continued
for the year ended 31 December 2023
23. Related party transactions
Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated
on consolidation and are not disclosed in this note.
Compensation of key management personnel
Key management personnel are those persons having authority and responsibility for planning, directing and
controlling the activities of the Group. The Group’s key management personnel comprises the Global Leadership Team
(“GLT”), which is made up of the Executive Directors and other senior management as defined in note 3 as the chief
operating decision maker (“CODM”) and the Non-Executive Directors of the Group.
31 December 31 December
2023 2022
£m £m
Salaries and short-term benefits
4.8
5.1
Equity-based compensation
2.0
1.3
Post-employment benefits
0.1
0.1
6.9
6.5
Further details on Directors’ remuneration are disclosed in the Remuneration Report in the Corporate Governance
section of the Annual Report and Accounts on pages 94 to 116.
Transactions with other related parties
During the year, the Group received capital redemptions of £1.1 million (2022: £5.1 million) and received dividends of
£0.1 million (2022: £0.3 million) from entities accounted for as associates.
During the year, the Group received service fees from loans held by Knightrider Lending Designated Activity Company
of £nil (2022: £0.1 million) and from Throgmorton Lending Designated Activity Company of £0.3 million (2022:
£0.4 million). These entities are subsidiaries of the Group’s associates, as detailed in note 27.
24. Ultimate controlling party
In the opinion of the Directors, the Group does not have a single ultimate controlling party.
25. Contingent liabilities and commitments
As part of the ongoing business, the Group has operational requirements with its investors. At any point in time, it
is possible that a particular investor may expect the Group to buy back their loan if the terms of business had not
been fully complied with. Where a loan is bought back it is presented within SME loans (other) on the face of the
consolidated balance sheet and held at amortised cost under IFRS 9.
In common with other businesses, the Group is involved from time to time in disputes in the ordinary course of
business. There are no active cases expected to have a material adverse financial impact on the Group.
The Group has commitments related to undrawn amounts on issued FlexiPay lines of credit. At 31 December 2023,
there were undrawn commitments of £157.3 million (2022: £41.6 million). An expected credit loss impairment allowance
is held within other provisions by the Group of £1.4 million (2022: £0.3 million) in relation to the estimated credit losses
the Group may be exposed to on these undrawn lines of credit.
26. Subsequent events
At the year end date, the Directors were considering the future direction of the US business. Whilst the US continues
to offer attractive growth, it will require significant cash and capital under the SBA programme. Against this, we have
determined that a simpler, more profitable UK business will deliver greater shareholder value with improved profitability
and cash generation.
We have now reached a point, in March 2024, where we have announced our decision to focus on the UK opportunity
and that we are in discussion with third parties regarding the US business. The financial impact of this is yet to be
quantified.
In March 2024, the Group announced and commenced purchases under a discretionary programme to purchase
ordinary shares of £0.001 each in its share capital, up to maximum consideration of £25 million, because the share
price materially undervalues the business. Funding Circle intends to conduct the programme in accordance with and
under the terms of and capacity available under the general authority granted by its shareholders at its Annual General
Meeting held on 11 May 2023, subject to available distributable reserves.
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023174
27. Interests in other entities
Investments in subsidiaries
The Group had the following subsidiaries, all of which have been included in these consolidated financial statements.
The proportion of the voting rights in subsidiary undertakings held directly by the Company does not differ from the
proportion of ordinary shares held.
Proportion of Directly/
Place of ownership indirectly
Subsidiary undertakings incorporation interest
held
Registered office address
Funding Circle Ltd
UK
100%
Directly
71 Queen Victoria Street, London EC4V 4AY
Funding Circle Asset Finance Limited
UK
100%
Indirectly
71 Queen Victoria Street, London EC4V 4AY
Funding Circle BB Limited
UK
100%
Indirectly
71 Queen Victoria Street, London EC4V 4AY
Funding Circle Eclipse Lending Limited
UK
100%
Indirectly
71 Queen Victoria Street, London EC4V 4AY
Funding Circle Focal Point Lending Limited
UK
100%
Indirectly
71 Queen Victoria Street, London EC4V 4AY
Funding Circle Global Partners Limited
UK
100%
Directly
71 Queen Victoria Street, London EC4V 4AY
Funding Circle Midco Limited
UK
100%
Directly
71 Queen Victoria Street, London EC4V 4AY
Funding Circle Property Finance Limited
UK
100%
Indirectly
71 Queen Victoria Street, London EC4V 4AY
Funding Circle Trustee Limited
UK
100%
Indirectly
71 Queen Victoria Street, London EC4V 4AY
Made To Do More Limited
UK
100%
Indirectly
71 Queen Victoria Street, London EC4V 4AY
Funding Circle Horizon Lending Limited
UK
100%
Indirectly
71 Queen Victoria Street, London EC4V 4AY
Funding Circle Polaris Lending Limited
UK
100%
Indirectly
71 Queen Victoria Street, London EC4V 4AY
Funding Circle USA, Inc.
USA
100%
Directly
707 17th Street, Suite 2200 Denver, CO 80202
Funding Circle Notes Program, LLC
USA
100%
Indirectly
707 17th Street, Suite 2200 Denver, CO 80202
FC Marketplace, LLC
USA
100%
Indirectly
707 17th Street, Suite 2200 Denver, CO 80202
Funding Circle Investor Funds, LLC
USA
100%
Indirectly
707 17th Street, Suite 2200 Denver, CO 80202
FC Depositor US LLC
USA
100%
Indirectly
707 17th Street, Suite 2200 Denver, CO 80202
FC Capital US III LLC
USA
100%
Indirectly
707 17th Street, Suite 2200 Denver, CO 80202
FC SBA Lending LLC
USA
100%
Indirectly
707 17th Street, Suite 2200 Denver, CO 80202
Funding Circle CE GmbH
Germany
100%
Directly
Rheinstraße 11, 14513 Teltow
Funding Circle Deutschland GmbH
Germany
100%
Indirectly
Rheinstraße 11, 14513 Teltow
Funding Circle Connect GmbH
Germany
100%
Indirectly
Rheinstraße 11, 14513 Teltow
FC Forderungsmanagement GmbH
Germany
100%
Indirectly
Rheinstraße 11, 14513 Teltow
Funding Circle Espana S.L.
Spain
100%
Indirectly
Calle Claudio Coello número 91,
3a planta, 28006 Madrid
Funding Circle Nederland B.V.
Netherlands
100%
Indirectly
Atrium, Strawinskylaan 3075,
4th Floor, 1077 ZX Amsterdam
Investments in associates
Set out below are the associates of the Group as at 31 December 2023 which, in the opinion of the Directors, are
material to the Group. The entities listed below have share capital consisting solely of ordinary shares, which are held
directly by the Group. The country of incorporation or registration is also their principal place of business, and the
proportion of ownership interest is the same as the proportion of voting rights held.
Proportion of Directly/
Place of ownership indirectly
Associate entity name incorporation interest
held
Registered office address
Funding Circle UK SME Direct
Ireland
8%
Indirectly
70, Sir John Rogerson’s Quay, Dublin 2,
Lending Fund I¹ Ireland
1. Private sub-fund held via the Funding Circle ICAV, an Irish collective asset-management vehicle constituted as an umbrella fund with registered office address
of 70, Sir John Rogerson’s Quay, Dublin 2, Ireland.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 175
Notes forming part of the consolidated financial statements continued
for the year ended 31 December 2023
27. Interests in other entities continued
Investments in associates continued
The associates outlined above directly hold investments in subsidiary entities as detailed below, which are considered
to be related parties of the Group.
Place of % ownership by
Other related party name
incorporation
Relationship
associate
Immediate parent entity
Registered office address
Throgmorton
Ireland
Subsidiary
100%
Funding Circle UK SME Direct
70, Sir John Rogerson’s Quay,
Lending Designated of associate Lending Fund I Dublin 2, Ireland
Activity Company
The tables below provide summarised financial information for those associates that are material to the Group. The
information disclosed reflects the amounts presented in the financial statements of the relevant associates and
not Funding Circle Holdings plc’s share of those amounts. They have been amended to reflect adjustments made
by the entity when using the equity method, including modifications for differences in accounting policy. While the
Group holds less than 20% ownership in Funding Circle UK SME Direct Lending Fund I, the Group considers that it
has significant influence over the entity through representation on its Board and so continues to account for it as an
associate instead of a trade investment.
The associates are sub-funds which invest in SME loans, and the Group is exposed to default and prepayment risk
with respect to the performance of the underlying loans in the associates, to the extent that the share of profit from
associates may diminish. The table below illustrates the Group’s maximum exposure to the investment in associate
which represents the value on the Group balance sheet. The value of the investment is derived from net asset value
statements from the sub-funds; however, being private, these are not from observable market data, and therefore the
fair value is considered to be aligned to the carrying value.
Funding Circle Funding Circle
UK UK
SME Direct SME Direct
Lending Fund I Lending Fund I
31 December 31 December
2023 2022
Summarised balance sheet (Group’s share) £m £m
Non-current assets
1.2
2.4
Current assets
0.3
0.3
Current liabilities
Non-current liabilities
Net assets
1.5
2.7
Reconciliation of associates’ total shareholders’ equity to carrying amount in Funding Circle Holdings plc’s
consolidated financial statements
Funding Circle Funding Circle
UK UK
SME Direct SME Direct
Lending Fund I Lending Fund I
2023 2022
£m £m
Opening net assets as at 1 January
32.5
51.3
Profit for the year
1.1
3.2
Exchange differences
Other comprehensive income
Capital redemptions in the year
(13.8)
(18.1)
Dividends paid in the year
(1.5)
(3.9)
Closing net assets as at 31 December
18.3
32.5
Group’s share in %
8.3%
8.3%
Group’s share of net assets as at 31 December
1.5
2.7
Accounting policy alignment
Group’s carrying amount
1.5
2.7
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023176
27. Interests in other entities continued
Reconciliation of associates’ total shareholders’ equity to carrying amount in Funding Circle Holdings plc’s
consolidated financial statements continued
Summarised statement of comprehensive income (Group’s share)
Funding Circle Funding Circle
UK UK
SME Direct SME Direct
Lending Fund I Lending Fund I
2023 2022
£m £m
Gross income
0.2
0.3
Profit for the year
0.1
0.4
Other comprehensive income
Total comprehensive income
0.1
0.4
Dividends received from associates
0.1
0.3
Capital redemptions received from associates
1.1
1.5
Interest in other entities
Stichting Derdengelden Funding Circle is not a direct or indirect subsidiary of Funding Circle Holdings plc but is an
independent special purpose foundation which is required in the Netherlands to safeguard borrower and investor funds
and is consolidated as it is controlled by the Group. The registered office address is Atrium, Strawinskylaan 3075, 4th
Floor, 1077 ZX Amsterdam.
The Funding Circle Holdings Employee Benefit Trust was established on 14 September 2018. The purpose of the trust
is to facilitate the acquisition of shares in the Company by, or for the benefit of, existing and future employees of the
Company and Group subsidiaries and is consolidated as it is controlled by the Group.
Consolidated structured entities: Small Business Origination Loan Trust 2019-3 DAC, Great Trinity Lending 1 DAC,
Small Business Lending Trust 2019-A, Small Business Lending Grantor Trust 2019-A, Small Business Lending Trust
2020-A and Small Business Lending Grantor Trust 2020-A were consolidated structured warehouse and securitisation
entities which either hold SME loan assets in a warehouse or hold the portfolio of SME loans and issued bonds after
securitisation has occurred.
Kanaloa 2 Limited (K2) is a consolidated UK leveraged SPV warehouse that has been set up with the intention of
funding FlexiPay lines of credit through the use of a senior lending facility.
The entities are, or were, bankruptcy remote special purpose vehicles and as such there is no requirement for the
Group to provide financial support to the entities. The entities’ activities are not governed by voting rights and the
Group has assessed that it has power over the entities based on the purpose and design of the entity and ability to
direct the relevant activities of the entity, the nature of the relationship with the entity and the size of its exposure to
the variability of the returns from each entity.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 177
Notes forming part of the consolidated financial statements continued
for the year ended 31 December 2023
27. Interests in other entities continued
Interest in other entities continued
As explained in note 14, the Group experiences credit risk in relation to the SME loan assets and FlexiPay lines of credit
net of bank borrowings, and interest rate risk in relation to the warehouse loan facilities which is partially mitigated
through the use of derivative financial instruments.
The principal activities of the Group’s most significant subsidiary undertakings are set out below. These are considered
significant in the context of the Group’s business, results and financial position.
Subsidiary undertakings
Principal activity
Funding Circle Ltd
Acts as facilitator and performs intermediary services in respect of all loans made through
the Funding Circle platform in the UK and FlexiPay lines of credit.
Funding Circle USA, Inc.
The US operating subsidiary of Funding Circle. Acts as the administrator of the Funding
Circle platform in the US.
FC Marketplace, LLC
Acts as originator and servicer of all loans made through the Funding Circle platform in
the US. FC Marketplace, LLC sells each loan it originates, on a servicing retained basis, to
third party institutional investors or to affiliates (e.g. Funding Circle Notes Program, LLC)
on an arm’s length basis.
Funding Circle execs Program, LLC
A special purpose bankruptcy remote entity which issues loan payment dependent
debt securities to accredited investors. It uses the proceeds to purchase a specific
corresponding loan made through the Funding Circle platform from FC Marketplace, LLC.
The entity retains the contractual rights to receive the cash flows from the loan assets it
has purchased, but has assumed a contractual obligation to pay those cash flows to the
holders of the debt securities. The eligibility criteria have been met to derecognise the
loan assets and associated issued debt securities as a pass-through arrangement
under IFRS 9.
Funding Circle Focal Point Subsidiary via which CBILS loans are originated and which holds legal title to loans which
Lending Limited are held via trust structures for the beneficial ownership of institutional investors.
Funding Circle Eclipse Subsidiary via which RLS loans are originated and which holds legal title to loans which
Lending Limited are held via trust structures for the beneficial ownership of institutional investors.
Funding Circle Deutschland GmbH
Operated the Funding Circle platform in Germany and services loans.
Funding Circle Nederland B.V.
Operated the Funding Circle platform in the Netherlands and services loans.
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023178
Company balance sheet
as at 31 December 2023
Note
31 December
2023
£m
31 December
2022
£m
Non-current assets
Investments in subsidiary undertakings 5 310.6 333.3
310.6 333.3
Current assets
Loans due from subsidiary undertakings 7 0.1 0.1
Trade and other receivables 6 0.4 0.5
Cash and cash equivalents 11 48.2 50.1
48.7 50.7
Total assets 359.3 384.0
Current liabilities
Trade and other payables 8 1.8 1.6
Total liabilities 1.8 1.6
Equity
Share capital 9 0.4 0.4
Share premium account 9 293.1 293.1
Share options reserve 24.0 22.2
Retained earnings 10 40.0 66.7
Total equity 357.5 382.4
Total equity and liabilities 359.3 384.0
The Company’s loss for the year was £28.7 million (2022: profit of £41.4 million).
The financial statements on pages 179 to 190 were approved by the Board and authorised for issue on 14 March 2024.
They were signed on behalf of the Board by:
Oliver White
Director
Company registration number 07123934
The notes on pages 182 to 190 form part of these financial statements.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 179
Company statement of changes in equity
for the year ended 31 December 2023
Note
Share capital
£m
Share
premium
account
£m
Share options
reserve
£m
Retained
earnings
£m
Total equity
£m
Balance at 1 January 2022 0.4 293.0 19.1 31.4 343.9
Profit and total comprehensive
income for the year 10 41.4 41.4
Transactions with owners
Transfer of share option costs (2.6) 2.6
Issue of share capital 10 0.1 0.1
Purchase of own shares (8.7) (8.7)
Employee share schemes
– value of employee services
5.7 5.7
Balance at 31 December 2022 0.4 293.1 22.2 66.7 382.4
Loss and total comprehensive
income for the year 10 (28.7) (28.7)
Transactions with owners
Transfer of share option costs (3.8) 3.8
Issue of share capital 10
Purchase of own shares (1.8) (1.8)
Employee share schemes
– value of employee services
5.6 5.6
Balance at 31 December 2023 0.4 293.1 24.0 40.0 357.5
The notes on pages 182 to 190 form part of these financial statements.
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023180
Company statement of cash flows
for the year ended 31 December 2023
Note
31 December
2023
£m
31 December
2022
(re-presented) 
1
£m
Net cash outflow from operating activities 11 (1.1) (3.6)
Investing activities
Loans advanced to subsidiary undertakings 7 (7.8)
Loan repayment from subsidiary undertakings 7 7.8
Capital contribution to subsidiary undertakings 5 (10.0)
Capital redemptions from subsidiary undertakings 5 1.0 8.9
Net cash inflow/(outflow) from investing activities 1.0 (1.1)
Financing activities
Proceeds on the issue of shares from the exercise of share options 0.1
Purchase of own shares (1.8) (8.7)
Net cash outflow from financing activities (1.8) (8.6)
Net decrease in cash and cash equivalents (1.9) (13.3)
Cash and cash equivalents at the beginning of the year 50.1 63.4
Cash and cash equivalents at the end of the year 11 48.2 50.1
1. The comparative year to 31 December 2022 has been re-presented to present ‘interest received’ which was previously a component of investing activities as a
component of operating income.
The notes on pages 182 to 190 form part of these financial statements.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 181
Notes forming part of the Company financial statements
for the year ended 31 December 2023
1. Material accounting policies
The separate financial statements of the Company are presented as required by the Companies Act 2006. As permitted
by that Act, the separate financial statements have been prepared in accordance with UK-adopted International
Accounting Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting
under those standards. The Company is a public company limited by shares and registered, incorporated and domiciled
in the United Kingdom. The address of its registered office is given on page 196.
The financial statements have been prepared on the historical cost basis except for certain financial instruments that
are carried at fair value through profit and loss (“FVTPL). The material accounting policies adopted are the same
as those set out in note 1 to the consolidated financial statements except as noted below. These policies have been
consistently applied to all the years presented, unless otherwise stated.
The principal activities of the Company and the nature of the Company’s operations are as a holding company for a
global SME lending platform.
As permitted by the exemption in section 408 of the Companies Act 2006, the profit and loss account of the Company
is not presented as part of these financial statements. The Company made a comprehensive loss for the year of
£28.7 million (2022: comprehensive profit of £41.4 million).
The financial statements are prepared on a going concern basis as the Directors are satisfied that the Company has
the resources to continue in business for the foreseeable future (which has been taken as 12 months from the date of
approval of the financial statements).
Re-presentation of interest income on cash and cash equivalents
The business uses its cash resources where it makes the platform stronger. As a result, the Group historically
invested in warehouse and securitisation vehicles (which are now largely unwound, with the exception of the FlexiPay
warehouse), co-invested alongside investors and more recently in the FlexiPay product. Where cash is not invested
in these areas, it is held at banks and in money market funds earning interest. Given its use is integral to the business,
and the Group and Company are now earning interest through various mechanisms, we now show the interest we earn
on bank deposits, money market funds and on client money, previously shown in “Finance income” in “Interest income”
within “Operating income. The Company statement of cash flows and note 11 have been re-presented to reflect
this treatment with interest earned now forming part of cash flows from operating activities which were previously
disclosed as investing activities. The comparative period re-presented with £0.6 million included within cash flows
from operations previously within cash flows from investing activities.
Investments in subsidiaries
Investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment (see note 5 for
further details).
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements requires the Company to make estimates and judgements that affect the
application of policies and reported amounts. Where a significant risk of materially different outcomes exists due
to management assumptions or sources of estimation uncertainty, this will represent a key source of estimation
uncertainty. Estimates and judgements are continually evaluated and are based on experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances. Although these
estimates are based on management’s best knowledge of the amount, event or actions, actual results ultimately may
differ from those estimates. There were no critical accounting judgements in the year ended 31 December 2023.
Key sources of estimation uncertainty
Impairment of investments in subsidiary undertakings (note 5)
The carrying value of investment in subsidiary undertakings is reviewed for impairment or impairment reversal on an
annual basis. The recoverable amount is determined based on the higher of value in use and fair value less cost to
sell, with value in use being applied for this assessment where an indicator of impairment or impairment reversal is
identified. The use of this method requires the estimate of future cash flows expected to arise from the continuing
operation of each subsidiary and the choice of a suitable discount rate in order to calculate the present value. Actual
outcomes could vary significantly from these estimates.
It was identified that there was an indicator of impairment of the US business,as a consequence of i) the market
capitalisation of the Group is lower than the carrying value of the parent company’s investment in its subsidiaries; and
ii) evidence that the Group Board were considering the future direction of the US business at the year end which gave
rise to uncertainty over the near-term cash requirements and cash flows.
The recoverable amount of £55.1 million as determined by a value in use calculation was lower than the carrying value
of £82.2 million resulting in an impairment charge of £27.1 million in relation to Funding Circle USA, Inc. in the year
ended 31 December 2023.
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023182
1. Material accounting policies continued
Key sources of estimation uncertainty continued
Key assumptions used in the value in use calculation for the US business
The value-in-use calculation considered two scenarios for the US business, reflecting the uncertainty that existed at
the balance sheet date.
The Group prepares a three-year management plan for its operations, which is used in the value-in-use calculation. An
overlay was applied to the management plan to reflect the potential speed and scaling of the business operating under
an SBA7(a) licence. The second scenario considered an exit of the US business. The cash flow projections are based
on the following key assumptions:
5 tax discount rates ranged between 16.9% and 18.7% under the different scenarios (2022: 16.8%);
5 the origination growth rates used which vary between different scenarios, which were benchmarked to historically
observed growth rates;
5 the associated costs under both scenarios;
5 projected terminal growth rate of 2%; and
5 the impact of the transfer pricing arrangements within the Group are considered to no longer be in place in their
current format following structural changes to the business resulting from the two scenarios.
In light of the partial impairment, if any of the key assumptions were to be stressed then the estimated value-in-use
would be sensitive to these for the year ended 31 December 2023, either favourably through impairment reversal or
unfavourably through additional impairment.
Changes in the discount rate or terminal growth rate will impact the Company’s assessment of the value in use. If
adjusted independently of all variables, a 200bps increase or decrease in discount rate would decrease/increase the
value in use estimate by -£6.0 million/+£8.2 million. A 100 bps increase or decrease in terminal growth rate would
increase/decrease the value in use estimate by +£2.5 million/ -£2.3 million.
If estimated origination growth rates were to increase or reduce by 5% then the value in use estimate would increase/
decrease and impairment would decrease/increase by +£8.3 million/ -£8.3 million.
There are no reasonably possible changes in the assumptions used in the exit scenario that would have a material
impact on the calculation of value in use.
After the impairment, cumulative impairment remains in relation to the investment in Funding Circle USA, Inc. of
£137.7 million (2022: £110.6 million).
2. Financial risk management
The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk
management framework.
The risk management policies are established to identify and analyse the risks faced by the Company, to set
appropriate risk limits and controls, and to monitor risks and ensure any limits are adhered to. The Company’s activities
are reviewed regularly and potential risks are considered.
Risk factors
The Company has exposure to the following risks from its use of financial instruments:
5 credit risk;
5 liquidity risk;
5 market risk (including currency risk, interest rate risk and other price risk); and
5 foreign exchange risk.
Principal financial instruments
The principal financial assets and liabilities of the Company, from which financial instrument risk arises, are as follows:
5 loans due from related undertakings;
5 trade and other receivables;
5 cash and cash equivalents; and
5 trade and other payables.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 183
2. Financial risk management continued
Categorisation of financial assets and financial liabilities
The table shows the carrying amounts and fair values of financial assets and financial liabilities by category as at
31 December 2023:
Carried at amortised cost Carried at fair value
Carrying
amount
£m
Fair value
£m
Based on
market
derived data
£m
Based on
individual
valuation
parameters
£m
Assets
Loans due from related undertakings 0.1 0.1
Trade and other receivables 0.2 0.2
Cash and cash equivalents 1.2 1.2 47.0
1.5 1.5 47.0
Liabilities
Trade and other payables (0.2) (0.2)
(0.2) (0.2)
IFRS 13 requires certain disclosures which require the classification of financial assets and financial liabilities measured at
fair value using a fair value hierarchy that reflects the significance of the inputs used in making the fair value measurement.
Disclosure of fair value measurements by level is according to the following fair value measurement hierarchy:
5 level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can
access at the measurement date;
5 level 2 inputs are inputs other than quoted prices included within level 1 that are observable for the assets or
liabilities, either directly or indirectly; and
5 level 3 inputs are unobservable inputs for the assets or liabilities.
The Company’s financial assets measured at fair value are all categorised as level 1 in both the current year and
prior year.
The table shows the carrying amounts and fair values of financial assets and financial liabilities by category as at
31 December 2022:
Carried at amortised cost Carried at fair value
Carrying
amount
£m
Fair value
£m
Based on
market
derived data
£m
Based on
individual
valuation
parameters
£m
Assets
Loans due from related undertakings 0.1 0.1
Trade and other receivables 0.3 0.3
Cash and cash equivalents 4.8 4.8 45.3
5.2 5.2 45.3
Liabilities
Trade and other payables (0.2) (0.2)
(0.2) (0.2)
Financial instruments measured at amortised cost
Due to the short-term nature of the financial assets and liabilities measured at amortised cost, the carrying value
approximates their fair value.
The fair value of financial assets held at fair value, comprising cash and cash equivalents, approximates their carrying
value. Credit risk is mitigated as cash and cash equivalents are held with reputable institutions.
Notes forming part of the Company financial statements continued
for the year ended 31 December 2023
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023184
2. Financial risk management continued
Financial risk factors
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial asset fails to meet its
contractual obligations, and arises principally from the Company’s receivables from related undertakings and cash and
cash equivalents held at banks.
The Company’s maximum exposure to credit risk by class of financial asset is as follows:
31 December
2023
£m
31 December
2022
£m
Non-current
Loans due from related undertakings
Current
Loans due from related undertakings 0.1 0.1
Trade and other receivables:
– Amounts due from related undertakings 0.2
– Accrued interest 0.2 0.1
Cash and cash equivalents 48.2 50.1
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The
Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity
to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or
risking damage to the Company’s position.
The Company’s liquidity position is monitored and reviewed on an ongoing basis by the Directors.
The amounts disclosed in the below tables are the contractual undiscounted cash flows.
The maturity analysis of financial assets and liabilities at 31 December 2023 and 31 December 2022 is as follows:
At 31 December 2023
Less than
3 months
£m
Between
3 months
and 1 year
£m
Between 1
and 5 years
£m
Over
5 years
£m
Financial assets
Trade and other receivables 0.2
Cash and cash equivalents 48.2
Loans due from related undertakings 0.1
48.5
Financial liabilities
Trade and other payables (0.2)
(0.2)
At 31 December 2022
Less than
3 months
£m
Between
3 months
and 1 year
£m
Between 1
and 5 years
£m
Over
5 years
£m
Financial assets
Trade and other receivables 0.3
Cash and cash equivalents 50.1
Loans due from related undertakings 0.1
50.5
Financial liabilities
Trade and other payables (0.2)
(0.2)
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 185
2. Financial risk management continued
Financial risk factors continued
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
in market prices. The Company’s market risk arises from open positions in interest-bearing assets and liabilities, to the
extent that these are exposed to general and specific market movements.
a) Other price risk
The Company is not exposed to market risk with respect to financial instruments as it does not hold any marketable
equity securities.
b) Cash flow and fair value interest rate risk
Interest on cash and cash equivalent balances is subject to movements in base rates. The Directors monitor
interest rate risk and note that rates are considered to have peaked in the near term and are expected to level off
and fall over time. A 200 bps decrease in base rates could decrease the annual interest earned by c.£1.0 million
(2022: 1.0% increase and c.£0.5 million).
c) Sensitivity analysis
IFRS 7 requires disclosure of sensitivity analysis for each type of market risk to which the entity is exposed at the
reporting date showing how profit or loss and equity would have been affected by changing the relevant risk variables
that were reasonably possible at that date.
As discussed above, the Company does not have significant exposure to interest rate risk, cash flow risk or other price
risk and therefore no sensitivity analysis for those risks has been disclosed.
d) Foreign exchange risk
The Company has certain investments in foreign operations, whose net assets are exposed to foreign currency
translation risk. Foreign exchange risk is disclosed in note 14 to the consolidated financial statements.
Capital management
The Company considers its capital to comprise equity share capital, share premium, share options reserve and
retained earnings.
The Directors’ objective when managing capital is to safeguard the Company’s ability to continue as a going concern in
order to provide returns for the shareholders and benefits for other stakeholders.
The Company is not subject to any externally imposed capital requirements.
The Directors monitor a number of KPIs at both the Company and individual subsidiary level on a monthly basis. As
part of the budgetary process, targets are set with respect to operating expenses in order to effectively manage the
activities of the Company. Performance is reviewed on a regular basis and appropriate actions are taken as required.
These internal measures indicate the performance of the business against budget/forecast and confirm whether the
Company has adequate resources to meet its working capital requirements.
3. Company (loss)/profit for the year
The Company made a comprehensive loss for the year of £28.7 million (2022: comprehensive profit of £41.4 million).
4. Employees
The Company had no employees during the current or prior year other than Directors who numbered 8 (2022: 8). The
Company did not operate any pension schemes during the current or preceding year. Directors received emoluments in
respect of their services to the Company during the year of £1.9 million (2022: £2.1 million). For further information, see
the Remuneration Report on page 108.
5. Investments in subsidiary undertakings
2023
£m
2022
£m
Balance at 1 January 333.3 281.9
Capital contribution regarding employee services in subsidiaries 5.4 5.0
Capital additions 50.7
Return of capital (1.0) (49.6)
(Impairment)/reversal of impairment (27.1) 45.3
Balance at 31 December 310.6 333.3
Investments in subsidiary undertakings, which are listed in note 27 of the Group financial statements, are all stated at
cost less any provision for impairment.
Notes forming part of the Company financial statements continued
for the year ended 31 December 2023
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023186
5. Investments in subsidiary undertakings continued
During the year the Company made capital contributions in the form of cash investments of £nil (2022: £10.0 million)
to Funding Circle USA, Inc. and non-cash investment of £nil (2022: £40.7 million) to Funding Circle Ltd. The Company
received £1.0 million cash (2022: £8.9 million) from Funding Circle Global Partners Limited and £nil million non-cash
(2022: £40.7 million) from Funding Circle USA, Inc. as capital redemptions.
In addition to the above, the Company recognised a capital contribution of £5.4 million (2022: £5.0 million) representing
the service cost for the employees of its subsidiaries, under the Company’s share option schemes.
During the year ended 31 December 2023, the Company identified an impairment of £27.1 million (2022: impairment
reversal of £45.3 million) in relation to the Company’s investment in Funding Circle USA, Inc. Refer to note 1: Key
sources of estimation uncertainty.
The cumulative amount of impairment losses in relation to investment in subsidiaries is £217.9 million (2022:
£190.8 million).
6. Trade and other receivables
31 December
2023
£m
31 December
2022
£m
Amounts due from related undertakings 0.2
Prepayments 0.2 0.2
Accrued income 0.2 0.1
0.4 0.5
The Directors consider that the carrying amount of trade and other receivables is approximately equal to their
fair value.
7. Loans due from subsidiary undertakings
31 December
2023
£m
31 December
2022
£m
Stichting Derdengelden Funding Circle 0.1 0.1
Current portion 0.1 0.1
Amount due from Group undertakings
During 2023, the Company continued to operate a loan facility agreement with Funding Circle Ltd (subsidiary
company). Under the terms of the agreement, the Company provided an unsecured sterling revolving credit facility of a
total principal amount not exceeding £20.0 million (2022: £20.0 million) to Funding Circle Ltd which is repayable at the
end of the facility term of five years on 5 August 2025. Any drawn amount under the facility bears an interest of 3.5%
above the base rate of the Bank of England.
During the year, the Company has provided £nil (2022: £nil) of additional funding under the facility agreement. Total
interest income of £nil (2022: £nil) has been recognised in the Company statement of comprehensive income. The
facility was drawn by £nil (2022: £nil) at the balance sheet date.
During the year, the Company operated a revolving credit facility to Funding Circle CE GmbH of up to €2.0 million
(2022: up to €2.0 million). Any drawn amount under the facility bears an interest of 3.5% above the base rate of the
Bank of England and is repayable at the end of the facility term of five years on 18 July 2024. The facility was drawn by
£nil (2022: £nil) at the balance sheet date.
During the year, the Company continued to operate a term loan facility to Funding Circle USA, Inc. of up to £7.7 million.
Any drawn amount under the facility bears an interest of 3.5% above the base rate of the Bank of England and is
repayable at the end of the facility term of five years on 13 January 2025. In addition, the Company continued to
provide a revolving credit facility to Funding Circle USA, Inc. of up to $3.0 million. Any drawn amount under the facility
bears an interest of 3.5% above the base rate of the Bank of England and is repayable at the end of the facility term of
five years on 27 January 2025.
During the year, total interest income of £nil (2022: £nil) has been recognised in the Company statement of
comprehensive income. The facilities were drawn by £nil (2022: £nil) and $nil (2022: $nil) at the balance sheet date.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 187
7. Loans due from subsidiary undertakings continued
Amount due from Group undertakings continued
During the year, the Company continued to operate a revolving credit facility to Funding Circle USA, Inc. of up to
£10.0 million. Any drawn amount under the facility bears an interest of 3.5% above the base rate of the Bank of England
and is repayable at the end of the facility term of five years on 21 January 2026.
During the year, the Company has provided £7.8 million (2022: £nil) of additional funding under the facility agreement.
Funding Circle USA, Inc. settled certain amounts due under the intercompany loan obligations cumulative of interest of
£7.8 million (2022: £nil). The facility was drawn by £nil (2022: £nil) at the balance sheet date.
8. Trade and other payables
31 December
2023
£m
31 December
2022
£m
Accruals 1.2 0.9
Taxes and social security costs 0.4 0.5
Other creditors 0.2 0.2
Amounts due to related undertakings
1.8 1.6
The Directors consider that the carrying amount of trade and other payables approximates to their fair value.
9. Share capital and share premium account
The movement on these items is disclosed in notes 15 and 16 to the consolidated financial statements.
10. Retained earnings
£m
At 1 January 2022 31.4
Transfer of share option costs 2.6
Purchase of own shares (8.7)
Profit for the year 41.4
At 31 December 2022 66.7
Transfer of share option costs 3.8
Purchase of own shares (1.8)
Loss for the year (28.7)
At 31 December 2023 40.0
Notes forming part of the Company financial statements continued
for the year ended 31 December 2023
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023188
11. Notes to the Company statement of cash flows
Cash outflow from operating activities
Year ended
31 December
2023
£m
Year ended
31 December
2022
(re-presented) 
1
£m
(Loss)/profit before taxation (28.7) 41.4
Adjustments for:
Non-cash employee benefits expense – share-based payments 0.7
Impairment/(reversal of impairment) charge 27.1 (45.3)
Other non-cash movements 0.1
Changes in working capital
Movement in trade and other receivables 0.1
Movement in trade and other payables 0.3 (0.4)
Net cash outflow from operating activities (1.1) (3.6)
1. The comparative year to 31 December 2022 has been re-presented to present “Interest received” which was previously a component of investing activities as a
component of operating income to mirror the re-presentation of interest on cash and cash equivalents within “Interest income” which was previously presented
within “Finance income”. As a result it is not disclosed separately above.
Cash and cash equivalents
2023
£m
2022
£m
Balance at 1 January 50.1 63.4
Cash flow (1.9) (13.3)
Balance at 31 December 48.2 50.1
These comprise cash held by the Company, short-term bank deposits with an original maturity of three months or less
and money market funds. The carrying amount of cash balances approximates their fair value. As at 31 December 2023,
money market funds totalled £47.0 million (2022: £45.3 million).
12. Related parties
Amounts owed by related parties Amounts owed to related parties
31 December
2023
£m
31 December
2022
£m
31 December
2023
£m
31 December
2022
£m
Short-term payables/receivables
Funding Circle Ltd 0.1
Funding Circle USA, Inc. 0.1
Intercompany loans
Funding Circle USA, Inc.
Stichting Derdengelden Funding Circle 0.1 0.1
0.1 0.3
During the year, the Company received payment of expenses for amounts of £0.5 million (2022: £0.3 million) from
Funding Circle Ltd.
During the year, the Company received return of capital of £1.0 million (2022: £8.9 million) from Funding Circle Global
Partners Limited.
During the year, the Company made a capital contribution of £nil (2022: £10.0 million) to Funding Circle USA, Inc.
As at the year end, the Company was owed a cumulative amount of £0.1 million (2022: £0.1 million) from loans with
Stichting Derdengelden Funding Circle.
During the prior year ended 31 December 2022, the Company made a non-cash capital contribution to Funding
Circle Ltd of £40.7 million in exchange for the subsidiary’s intercompany payable to Funding Circle USA, Inc.
and received a non-cash return of capital from Funding Circle USA, Inc. of £40.7 million in consideration for the
subsidiary’s intercompany receivable from Funding Circle Ltd. The intercompany balance that was capitalised into
the net investment in the subsidiary undertakings through this transaction primarily related to the transfer pricing
arrangements between the entities.
See note 14 in relation to remuneration of key management personnel.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 189
13. Parent Company guarantee – exemption from audit for subsidiary companies
The following UK entities, all of which are 100% owned by the Group, are not subject to an audit by virtue of section
479A of the Companies Act 2006 relating to subsidiary companies:
Company Registration number
Funding Circle BB Limited 12593368
Funding Circle Eclipse Lending Limited 12570773
Funding Circle Focal Point Lending Limited 12407296
Funding Circle Global Partners Limited 10554628
Funding Circle Polaris Lending Limited 13216286
Funding Circle Trustee Limited 07239092
The Company will guarantee the debts and liabilities of the above UK subsidiary undertakings at the balance sheet
date in accordance with section 479C of the Companies Act 2006. The Company has assessed the probability of loss
under the guarantee as remote.
The Company will guarantee the debt and liabilities of the European subsidiary Funding Circle CE GmbH and therefore
meets the requirements of section 264(3) HGB and the entity is not subject to audit by virtue of this guarantee. The
Company has assessed the probability of loss under the guarantee as remote.
The following UK entities, which are 100% owned by the Group, are exempt from the requirement to prepare accounts
by virtue of section 394A and section 448A of the Companies Act 2006 relating to the individual accounts of
dormant subsidiaries:
Company Registration number
Funding Circle Asset Finance Limited 07832868
Funding Circle Property Finance Limited 08896582
Funding Circle Midco Limited 11793162
Funding Circle Horizon Lending Limited 13451185
Made To Do More Limited 10575978
14. Remuneration of key management personnel
The remuneration of key management personnel is disclosed in note 23 to the consolidated financial statements.
15. Ultimate controlling party
In the opinion of the Directors, the Group does not have a single ultimate controlling party.
Notes forming part of the Company financial statements continued
for the year ended 31 December 2023
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023190
The Group uses a number of alternative performance measures (“APMs”) within its financial reporting. These measures
are not defined under the requirements of IFRS and may not be comparable with the APMs of other companies.
The Group believes these APMs provide stakeholders with additional useful information in providing alternative
interpretations of the underlying performance of the business and how it is managed and are used by the Directors and
management for performance analysis and reporting. These APMs should be viewed as supplemental to, but not as a
substitute for, measures presented in the financial statements which are prepared in accordance with IFRS.
APM
Closest equivalent
IFRS measure
Adjustments to reconcile
to IFRS measure Definition
Income statement
Adjusted EBITDA EBITDA, while not defined
under IFRS, is a widely
accepted profit measure.
Refer to note 3. Profit for the year before finance costs (being the
discount unwind on lease liabilities), taxation,
depreciation and amortisation and impairment
(“AEBITDA”) and additionally excludes share-based
payment charges and associated social security
costs, foreign exchange and exceptional items.
The definition of AEBITDA has been updated and the
comparative re-presented as described in Note 1.
Investment
AEBITDA and
operating AEBITDA
EBITDA, while not defined
under IFRS, is a widely
accepted profit measure.
Refer to Finance
Review.
Investment AEBITDA is defined as investment
income, investment expense and fair value
adjustments and operating AEBITDA represents
AEBITDA excluding investment AEBITDA.
Net investment
income
Net income. Refer to Finance
Review.
Net investment income represents investment
income less investment expense.
Cash flow
Free cash flow Cash generated from
operating activities.
Refer to Finance
Review.
Net cash flows from operating activities less the cost
of purchasing intangible assets, property, plant and
equipment, lease payments and interest received.
It excludes the warehouse and securitisation
financing and funding cash flows and excludes cash
flows on draw downs and repayment of FlexiPay lines
of credit.
Alternative performance measures
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 191
Term Definition
9th generation We use generational factors at Funding Circle to describe the number of fundamental enhancements/
revisions that have been made to the credit modelling used to determine borrower creditworthiness for
lending. In the UK we are currently using a 9th generation credit model. In the US we are on our
6th generation.
Amortisation In lending terms, the process by which the outstanding balance on a loan reduces through repayments
made by the borrower, until the loan is fully repaid. Not to be confused with the general accounting term
relating to the equivalent form of depreciation for intangible assets.
API Application Programming Interface. Term used to describe a technical solution facilitating customer
access to Funding Circle’s platform and capability via a partner website to create seamless provisioning
of Funding Circle products and services on its site. We also refer to this solution as an “embedded
route to reaching potential new borrowers.
BBB British Business Bank. A state-owned economic development bank established by the UK government.
Its aim is to increase the supply of credit to small and medium-sized enterprises as well as providing
business advice services. The BBB has administered all the recent government-backed loan schemes in
the UK on behalf of the Secretary of State for Business, Energy & Industrial Strategy.
BBLS Bounce Back Loan Scheme. A UK government-backed low fixed interest loan scheme intended to
support businesses through the Covid-19 pandemic. The scheme facilitated loans of a maximum of
£50,000 for up to six years, and these were 100% backed by a government guarantee for the lender.
The borrower always remained fully liable for the debt. All Funding Circle loans under BBLS were to
existing core lending customers and Group total lending under the scheme amounted to c.£35 million.
Beta testing The second phase of testing a new product using real customers in a live, but restricted environment.
Borrowers Actual or prospective borrowers participating on the Group’s lending platform.
Capital Markets A functional division within Funding Circle that deals with all relations and activities associated with
institutional investors.
CBILS Coronavirus Business Interruption Loan Scheme. UK government-backed loan scheme intended to
provide support for small businesses (up to £45 million annual turnover) through the Covid-19
pandemic. The scheme facilitated loans from £1,000 to £5 million for up to six years, with the first 12
months of interest charges, and lender levied fees covered by the government. The loans were initially
80% backed by government guarantee for the lender, reducing later to 70%, but the borrower always
remained fully liable for the debt. CBILS closed to new applications on 31 March 2021. Funding Circle
was the third largest approver through the scheme among 90 accredited providers, facilitating some
c.£3 billion of loans. Transaction fee yields on CBILS loans were fixed at 4.75%.
Circlers Term used by the Group to refer to its employees.
Cohorts Term used to denote loan groupings. Loan cohorts are determined by their year of origination. Investor
cohorts denote loan groupings according to the loan funding institution.
Company When capitalised, “Company” refers to Funding Circle Holdings plc.
Credit bureau A company that collects information relating to credit ratings of companies and/or individuals and
makes this available to other financial institutions.
Credit model Mathematical model used to estimate the probability for a customer to default on a loan.
Default Term used to describe loans where the customer has failed to repay a loan in accordance with the terms
of the agreement. Loans are placed into default when it is deemed likely the customer can no longer
meet the terms of the scheduled loan repayments (e.g. due to company liquidations and insolvencies)
or when the borrower has consistently failed to pay in accordance with the terms and it has not been
possible to arrange an alternative repayment schedule. A default affects the credit score of
the borrower.
Delinquencies Term used to describe loans where the borrower is late making payment(s). This need not affect a
customer’s credit score if the borrower is able to agree and meet a revised schedule for repayments.
Developing Markets The name formerly used for the primary reporting segment for the Group now referred to as “Other
Loans”, consisting of operations in Germany, the Netherlands and Spain (all of which the Group has now
exited and are in wind down).
EBT Employee Benefit Trust. A trust under which shares in the Company are held on behalf of the employees.
Employee
engagement
score/index
Employee engagement is a function of the relationship between the Group and its employees. We
measure this through surveys designed to help understand and improve the workplace and culture so
that our employees feel more connected and dedicated to the Group goals and values.
ERMF Enterprise Risk Management Framework.
Glossary
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023192
Term Definition
FCA Financial Conduct Authority. The UK institution responsible for regulating financial institutions.
FlexiPay FlexiPay is Funding Circle’s new line of credit product that allows businesses to make purchases and
then spread the cost over three months, paying back in three equal monthly instalments. It’s designed
to satisfy the working capital needs of SME businesses and is currently available in the UK.
FlexiPay card FlexiPay card is another way for customers to use their FlexiPay line of credit, helping them to pay for
everyday business expenses and make purchases.
Forward flow
agreements
Agreements made between Funding Circle and institutional investors that indicate the lending funds
they intend to provide for borrowers. Agreements generally stipulate the key lending terms, target
borrower metrics, total funds earmarked for lending and the period over which they will be deployed.
Institutional
investors
Actual or prospective institutional investors participating on the Group’s platform who provide the funds
to lend to SME borrowers, and who also take the credit risk associated with the loans.
FVTPL Fair Value Through Profit or Loss. Term used to describe those securities where the business model
under which these investments are held by the Group remains for these to be sold; and hence the fair
value of these investments is reported through the P&L.
Government-backed
loan schemes
Term used to describe the various schemes deployed by governments to support their economies
through economic shocks, most recently the Covid-19 pandemic. These include CBILS, BBLS and RLS in
the UK and PPP in the US (see definitions). Invariably, government-backed loan schemes have conferred
various advantages to either or both the institutional investors and the borrowers making them more
attractive products compared to normal commercial lending. Lenders and lending platforms normally
require formal accreditation to be able to provide the loans under these schemes.
IDL Instant Decision Lending. The part of our platform that facilitates automatic decisions on borrowers
loan applications. In the UK, the system enables applications to be completed easily in around six
minutes, with decisions in as little as nine seconds and the money in the borrower’s account in 24 hours.
IFRS International Financial Reporting Standards, as adopted by the European Union.
LaaS Lending as a Service. A distribution platform launched in the US. Funding Circle’s offering allows
financial institutions to give their customers a fully integrated, digital end-to-end borrowing experience
without the significant investment and resources required to build or buy their own platform. By
leveraging Funding Circle’s technology and expertise, financial institutions can quickly and easily enter
the digital lending market, offer loans to their business customers and earn attractive interest and
fee revenue.
LuM Loans under Management. The total value of outstanding principal and interest to borrowers; includes
amounts that are overdue (delinquencies), but not loans that have defaulted and excludes unallocated
cash collections.
LTIP Long-term Incentive Plan. A scheme used to reward employees.
MAR Market Abuse Regulation. EU regulation designed to combat market abuse in financial markets.
Marketplace Term used to describe our referral of borrowers (who fall outside our credit risk or service capability) to
specialist lenders who can meet their needs. Funding Circle generally receives a fee for such referrals.
NPS Net Promoter Score. An index ranging from -100 to +100 that measures the willingness of customers to
recommend a company’s products or services to others. The more positive the score, the more likely a
customer is to recommend the service.
Origination Term used to describe the process of a loan taken out by a borrower.
P2P lending Peer-to-peer lending. A legacy service that facilitated retail investments in loans to SME businesses
on a retail platform. Funding Circle paused P2P lending in April 2020, and in March 2022 the Group
confirmed that it would permanently close the retail platform for new investments. Some legacy
historical P2P lending remains on the Group balance sheet, but this will reduce to £nil as the loans
continue to amortise.
PPP Paycheck Protection Program. A US government (SBA)-backed loan scheme to help SMEs keep their
workforces employed during the Covid-19 pandemic. Borrowers are able to apply for forgiveness on
these loans where they can prove that the proceeds have been spent on payroll costs and other eligible
expenses. The scheme closed to new business on 31 May 2021. Accounting for PPP loans differs to
normal loans with transaction fees spread over the expected life of the loans under IFRS9 (as the loans
must be held on balance sheet at amortised cost until forgiven, and with no servicing fees earned on
PPP loans.
PPPLF The Paycheck Protection Program Liquidity Facility. The name of the funding facility used by the
US Government for PPP loans.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 193
Term Definition
RLS Recovery Loan Scheme. A UK government-backed loan scheme to help businesses recover from the
effects of Covid-19. To date there have been three different RLS schemes, designed to support access
to finance for UK businesses as they looked to invest and grow. Term loans of up to £2 million and six
months have been available through the scheme at improved commercial terms. The government
provided lenders under the scheme with 70% guarantees against the outstanding balance of the facility
after normal recovery processes. The borrower always remains fully liable for the debt.
SBA Small Business Administration. US governmental institution established in 1953 to help small businesses
succeed by providing counselling, capital, contracting expertise, information resources and a voice for
small businesses.
Securitisation The process by which multiple loans are pooled and packaged into interest-bearing securities (bonds).
Horizontal securitisation denotes the packaging of loans into cohorts ranked according to risk potential:
from the lowest risk, lowest reward, first receiver of loan yield, to the highest risk, highest reward bearer
of first losses and receiver of surplus yield on the loans. In terms of existing horizontal securitisations on
the Group balance sheet, Funding Circle temporarily holds the residual tranches with the intention to
sell once seasoned.
Vertical securitisation denotes a packaging of loans where all investors take their share of the yield
across the entire pool of loans. In terms of existing vertical securitisations on the Group balance sheet,
Funding Circle was required by regulation to retain a 5% equal participation in all classes of bonds
issued.
Segment The principal reporting segments of our operations, representing the divisional structure through which
the business is currently managed. Namely UK Loans, US Loans, Other Loans (formerly Developing
Markets) and New Products.
Servicing yield The ratio of the servicing fee (the fee charged to institutional investors for managing their loans) to the
amortised loan balance. Typically, the servicing yield is between 1% and 1.25% pa of the loan balance.
SMB Small and medium-sized businesses. Term used in the US to represent smaller businesses (the US
equivalent of the UK’s SMEs).
SME Small and medium-sized enterprises. Term used in the UK to represent smaller businesses (the UK
equivalent of the US’s SMB).
SONIA Sterling Overnight Index Average. A UK interest rate benchmark that came in as a replacement for
LIBOR (London Interbank Offer Rate).
SPV Special Purpose Vehicle. A subsidiary created by a company to isolate a financial risk. The Group has
held a number of SPVs housing securitised loans.
TAM Total Addressable Market. An estimation of the total potential market value for which Funding Circle
can compete.
Unrestricted cash Term used to describe the cash on the balance sheet that is available for use by Funding Circle. This
excludes cash balances being held on behalf of third parties, like governments and bondholders.
Warehousing Process whereby loans that have been issued to borrowers are pooled into a holding warehouse with
the intention that these are ultimately being held for packaging and reselling to a third party investor.
Glossary continued
FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023194
Shareholder and Company information
Cautionary statement
Certain statements included in our 2023 Annual Report, or incorporated by reference to it, may constitute “forward-
looking statements” in respect of the Group’s operations, performance, prospects and/or financial condition.
Forward-looking statements involve known and unknown risks and uncertainties because they are beyond the Group’s
control and are based on current beliefs and expectations about future events about the Group and the industry in
which the Group operates.
No assurance can be given that such future results will be achieved; actual events or results may differ materially
as a result of risks and uncertainties facing the Group. If the assumptions on which the Group bases its forward-
looking statements change, actual results may differ from those expressed in such statements. The forward-looking
statements contained in this report reflect knowledge and information available at the date of this Annual Report and
the Group undertakes no obligation to update these forward-looking statements except as required by law.
This report does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase,
any shares or other securities in the Company, and nothing in this report should be construed as a profit forecast.
Shareholder information
Receiving shareholder information by email:
You can opt to receive shareholder information from
us by email rather than by post. We will then email
you whenever we add shareholder communications
to the Company website. To set this up, please visit
www.shareview.co.uk and register for electronic
communications (“e-comms”).
If you subsequently wish to change this instruction or
revert to receiving documents or information by post, you
can do so by contacting the Company’s registrars at the
address shown in the Company information opposite. You
can also change your communication method back to
post by logging in to your Shareview account and going
to “update my communication preferences” within the
“Quick links” section.
Registrar
The Company’s Registrar is Equiniti Limited.
Equiniti provide a range of services to shareholders.
Extensive information including many
answers to frequently asked questions
can be found online.
Use the QR code to register for
FREE at www.shareview.co.uk
Equiniti’s registered address is:
Aspect House, Spencer Road, Lancing, West
Sussex, BN99 6DA.
Tel*: +44 (0) 371 384 2030
* Lines are open from 8.30am to 5.30pm, UK time Monday to Friday
(excluding public holidays in England and Wales).
Please use the country code when dialling from
outside the UK.
Shareholder enquiries
If you have any queries relating to your shareholding,
dividend payments or lost share certificates, or if any
of your details change, please contact the Company’s
registrars by visiting www.shareview.co.uk or by using
the contact details above.
Annual shareholder calendar
Final results announced 7 March 2024
Annual Report published April 2024
Annual General Meeting 15 May 2024
Interim Report
As part of our e-comms programme, we have decided not
to produce a printed copy of our Interim Report. We will
instead publish the report on our website. It is expected
that this year’s report will be available on our website
in September.
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Funding Circle Holdings plc | Annual Report and Accounts 2023 195
Company information
Directors
Executive Directors
L Jacobs (Chief Executive Officer)
O J White (Chief Financial Officer)
Non-Executive Directors
A D Learoyd (Chair)
S Desai CBE (Founder)
J E Daniels
G Gopalan
H W Nelis
N A Rimer
H Beck
M J W King
Company Secretary
L K Vernall
Independent auditors
PricewaterhouseCoopers LLP
7 More London Riverside
London SE1 2RT
Bankers
Barclays Bank UK plc
1 Churchill Place
London E14 5HP
Santander UK plc
2 Triton Square
Regent’s Place
London NW1 3AN
Lloyds Banking Group plc
25 Gresham Street
London EC2V 7AE
Registrars
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Brokers
Investec
30 Gresham Street
London EC2V 7QN
Deutsche Numis
The London Stock Exchange Building
10 Paternoster Square
London EC4M 7LT
Registered office
71 Queen Victoria Street
London EC4V 4AY
Registered number
07123934
Funding Circle Holdings plc | Annual Report and Accounts 2023196
CBP024038
Funding Circle Holdings plc’s commitment to environmental issues is reflected
in this Annual Report, which has been printed on Amadeus Silk, an FSC
®
certified material.
This document was printed by Pureprint Group using its environmental print
technology, with 99% of dry waste diverted from landfill, minimising the impact
of printing on the environment. The printer is a CarbonNeutral
®
company.
Both the printer and the paper mill are registered to ISO 14001.
Funding Circle Holdings plc
71 Queen Victoria Street
London
EC4V 4AY
corporate.fundingcircle.com
Funding Circle Holdings plc Annual Report and Accounts 2023