Annual Report and Accounts 2022
LEADERS IN
LIQUIDITY
Overview
IFC TP ICAP at a glance
1 2022 highlights
4 Delivering on our purpose
Strategic report
8 Chair’s statement
12 Chief Executive Officer’s review
18 Financial and operating review
32 Our market
36 Our strategy and KPIs
38 Our business model
40 Stakeholder engagement
50 Sustainability
71 Viability statement and going concern
72 Principal risks and uncertainties
Governance report
84 Compliance with the Code
86 Board Chair’s governance letter
88 Governance at a glance
90 Board of Directors
94 Corporate governance report
100 Report of the Nominations &
Governance Committee
106 Report of the Audit Committee
112 Report of the Risk Committee
116 Report of the Remuneration Committee
136 Directors’ report
139 Statement of Directors’ responsibilities
Financial statements
140 Independent Auditor’s Report to the
Members of TP ICAP Group plc
147 Consolidated Income Statement
148 Consolidated Statement of
Comprehensive Income
149 Consolidated Balance Sheet
150 Consolidated Statement of Changes in
Equity
152 Consolidated Cash Flow Statement
153 Notes to the Consolidated Financial
Statements
Additional information
210 TP ICAP Group plc Shareholder
Information
212 Group undertakings
218 Appendix – Alternative Performance
Measures
220 Glossary
Revenue¹
Operating profit (EBIT)
£163m
£2,115m
Operating profit (EBIT) margin
7.7%
REPORTED FINANCIAL HIGHLIGHTS
DIVIDEND
2022 2,115
2021
1,865
2020
1,794
2019
1,833
2022
163
2021
97
2020
178
2019
142
2022
7.7
2021
5.2
2020
9.9
2019
7.7
Profit before tax
£113m
2022 113
2021
24
2020
129
2019
93
Basic EPS
13.2p
2022
13.2
2021
0.7
2020
15.4
2019
10.7
1 Revenue in 2021 includes Liquidnet post acquisition revenue from 23 March
to 31 December of £159m.
7.9p
Final dividend of 7.9 pence per share
recommended for 2022, and payable to
shareholders on 23 May 2023.
12.4p +31%
Total dividend for the year of 12.4 pence
per share (2021: 9.5p), an increase of 31%.
2x
Dividend policy targets dividend cover
of c.2 times on adjusted post-tax earnings
(50% pay-out ratio). Typically based on
a pay-out range of 30-40% of half-year
adjusted post-tax earnings with the
balance paid in the final dividend.
2022 highlights
Overview
TP ICAP GROUP PLC Annual Report and Accounts 20221
TP ICAP at a glance
KEY FACTS
28
COUNTRIES
5,200
EMPLOYEES
INCLUDING
2,600
BROKERS
#01
Inter-dealer broker
(by revenue)
#01
Energy & Commodities
broker
(by revenue)
#01
World’s leading provider of
OTC pricing data
FULL RANGE
OF BROKING
PROTOCOLS
Voice | Hybrid |
Pure Electronic
COVERAGE
ACROSS ALL
MAJOR ASSET
CLASSES
Rates | FX | Credit | Equities |
Energy | Renewables | Other
Commodities | Digital Assets
CLIENTS
Banks | Asset Managers |
Hedge Funds | Corporates |
Trading Houses |
Market Makers
5
CORE
PREMIUM
BRANDS
A WORLD-LEADING
LIQUIDITY AND DATA
SOLUTIONS SPECIALIST
TP ICAP has long-established, trusted relationships with both
top tier global investment banks and investment institutions.
Our client-facing brands are recognised globally for their high
quality products, solutions and client service.
We offer world-leading liquidity, commensurate with being
the largest inter-dealer broker globally.
We invest continually in technology to improve clients’
experience of our trading ecosystem, connecting the world’s
market participants through our platforms and venues.
The outstanding market expertise of our brokers, across a wide
range of asset classes and complex financial instruments,
aligned with our technology, means TP ICAP plays a central
role in the effective functioning of global markets.
Leveraging the strength of our broking franchise, we are also
the world’s leading provider of scarce, neutral over-the-counter
(‘OTC’) pricing data. We strive to innovate and develop new
data-led solutions that provide clients with greater insight.
We distribute our offering to a growing client base through
a range of channels, from new cloud-based technology,
to channel partners, or directly via our webstore.
AWARD-WINNING FRANCHISE
Global Capital Global Derivative Awards
TP ICAP
Inter-dealer Broker of the Year
Weather Derivatives Service Provider of the Year
ICAP
Equity Derivatives Inter-dealer Broker of the Year
FX Derivatives Inter-dealer Broker of the Year
Interest Rate Derivatives Inter-dealer Broker of
the Year – Americas
Credit Derivatives Inter-dealer Broker of the
Year – Americas
Tullett Prebon
Credit Derivatives Inter-dealer Broker of the
Year – Europe & Asia
Interest Rate Derivatives Inter-dealer
Broker of the Year – Europe & Asia
Parameta Solutions
Data and Analytics Vendor of the Year – Americas
The TRADE ‘Leaders in Trading’ Awards.
Liquidnet
Best Electronic Trading Initiative
Waters Rankings Winner 2022
Liquidnet
Best Agency Broker
Risk Awards 2022
TP ICAP
OTC Trading Platform of the Year
Armed Forces Covenant
Gold Award
We are transforming our Group
to future proof our core broking
proposition. We are doing this through
technology, by rolling out our client-
led, award-winning electronic platform
called Fusion.
We are also diversifying the Group
by focusing on new clients, new asset
classes, and more non-broking revenue.
Transformation
> We plan to implement Fusion on desks comprising 55% of total
Global Broking revenue, by the end of 2025.
> The rollout is on track – Fusion has been implemented on desks
covering 40% of in-scope revenue (2021: 20%).
> A dedicated Fusion sales team has been created to drive client
adoption, working closely with our brokers.
> In Energy & Commodities, Fusion is live in the Environmentals
business, and the first trades have been completed.
Diversification
Digital Assets
> FCA registration was obtained for our spot crypto assets
institutional platform in December 2022.
Parameta Solutions
> In May 2022, Parameta Solutions became the first inter-dealer
broker to be authorised by the FCA as a benchmark
administrator.
> In August 2022, we launched ClearConsensus, an enhanced
consensus pricing tool, in partnership with PeerNova, a Silicon
Valley data management and analytics firm.
> A new partnership with Numerix, a leading global OTC
analytics company, was announced in March 2023. We will
leverage our market-leading OTC data with Numerix’s
analytical capability.
Liquidnet
> The dealer-to-client (‘D2C’) Credit proposition is live.
> We are diversifying the core Equities franchise and expanding
the product suite in algo, cross-border and programme trading.
STRATEGIC HIGHLIGHTS
2022 highlights
TP ICAP GROUP PLC Annual Report and Accounts 20222
Through our programme of dynamic
capital management and ongoing
cost discipline we are on track to free
up cash and reduce debt.
Dynamic capital management
> We are focused on managing our capital dynamically, by
identifying and returning, where possible and appropriate,
surplus capital to shareholders.
> The return of capital will be subject to our ongoing assessment
of our balance sheet and investment requirements.
> We announced at our 2022 half-year results that we aimed to
free up £100m of cash by the end of 2023, to reduce debt. We
are on track with around £30m already freed up in H2 2022.
Cost savings
> We achieved our target to deliver £25m of Group P&L savings
by the end of 2022.
> We are on track to deliver at least £30m of Liquidnet
integration costs synergies by the end of 2023, at which point
we expect the integration to be complete.
OPERATIONAL HIGHLIGHTS
>£30m
Liquidnet synergies of at least £30m by end of 2023.
.
£100m
Cash to be generated or freed up by end of 2023.
£25m
Group targeted savings of £25m delivered in 2022.
Overview
TP ICAP GROUP PLC Annual Report and Accounts 20223
Delivering on our purpose
FUSION: GATEWAY TO THE
GROUP’S LIQUIDITY
SOLAR POWER
Climate is playing an increasingly important role in energy
generation outcomes and the way in which portfolios
manage risk.
Recognising this, ICAP is the first broker to connect a renewable
energy provider and a reinsurance company participant through
a fixed agreement. The transaction has enabled an Australian
utility company to lock in a fixed price for the electricity
generated by its solar plant, with the volume of power in the
trade determined by the amount of sunshine on the day.
As a result, the Australian utility firm has the certainty of a fixed
price in a market that is highly volatile, ensuring that it can
effectively manage investment in the solar plant. The reinsurance
company benefits from exposure to the variability in sunshine
and power prices, enabling it to diversify its risk exposure across
different weather elements and regions.
Fusion is our electronic, multi-asset, platform. From a single sign
on, Fusion connects clients to TP ICAP’s liquidity pools across
products, brands and regions. It brings together dedicated hubs
for the Rates, FX, Credit and Energy asset classes, offering
material scope for trading correlation opportunities.
Fusion was recognised as the ‘OTC Trading Platform of the Year’
at the 2022 Risk Awards. The Risk Awards are the industry’s
longest-running and most prestigious awards, recognising firms
for performance and innovation across all over-the-counter
(‘OTC’) derivatives platforms.
Delivering on our purpose
Embracing features such as a common look-and-feel user
interface covering all TP ICAP screens, Fusion enables clients to
trade the way they want with highly customisable screens. This
scalable and innovative solution improves workflow efficiency
for traders active across multiple instruments or asset classes,
better enabling them to process information pre-trade, at point
of trade, and post-trade.
Delivering on our purpose
The first trade of its type, this innovative and environmentally
responsible solution enables market participants to diversify
their risks, increase investment in the renewable energy industry
and accelerate the transition to a low-carbon economy.
Our purpose is to provide clients with access to global financial and
commodities markets, improving price discovery, liquidity and
distribution of data, through responsible and innovative solutions.
TP ICAP GROUP PLC Annual Report and Accounts 20224
INNOVATING IN BENCHMARK
AND INDICES
ELECTRONIFYING PRIMARY
MARKETS
In 2022, Parameta Solutions, the data and analytics division of
TP ICAP, became an FCA-authorised benchmark administrator,
making it the first inter-dealer broker to administer OTC
benchmarks and indices.
Parameta Solutions administers the nine TP ICAP interest rate
swaps benchmarks that cover the mid-price interest rate swaps from
TP ICAP’s Global Broking business. This increases transparency
for market participants for whom data-driven insight is crucial,
especially for risk and compliance purposes. Visibility into the
level of the implied mid-price in the relevant underlying swap
rate is key for clients as they adopt these benchmarks.
The process of issuing new bonds is one of the last parts of
the capital markets to electronify. Throughout, the workflow
is manual, error prone, and inefficient.
The Liquidnet Primary Markets offering addresses this pain point.
By way of illustration, an investment management firm decides
to buy a new bond to be issued that day via Liquidnet. The
syndicate banks send the live deal announcement to Liquidnet,
who then makes it available in Liquidnet Primary Markets.
The investment manager trader sets up the deal in their Order
Management System. The trader is then able to send orders
straight to multiple syndicate banks in a single message. This
reduces operational risk, expense, and ultimately brings better
value to the investment management firm’s end clients by
eliminating time-consuming tasks, meaning they can instead
focus on the critical stages of the investment process.
Delivering on our purpose
Parameta Solutions is leveraging its position as the world’s
leading provider of OTC pricing data to develop new, innovative
data-led solutions. Independent, bespoke and transparent
benchmarks and indices help clients accurately compare
performance against their asset allocation strategy, drive
innovation and better manage risk.
Delivering on our purpose
An industry-first solution, Liquidnet Primary Markets addresses
the challenges of fragmented new issue dissemination and
improving the format of new issue announcements. For clients,
this means access to primary and secondary markets through
a single Liquidnet application, so creating a network where
market participants can engage with each other seamlessly.
Overview
TP ICAP GROUP PLC Annual Report and Accounts 20225
STRATEGIC
REPORT
CONNECTED CONTENT
Our transformation
We are transforming our business through
technology, and by expanding and
diversifying our activities and client base.
Page 12
TP ICAP GROUP PLC Annual Report and Accounts 20226
STRATEGIC
REPORT
CONNECTED CONTENT
Sustainability
Our sustainability strategy is formed of
three priorities: ‘Reporting and
Performance Management’;
‘Supporting our Clients’; and
‘Community Impact’.
Page 50
In this section
8 Chair’s statement
12 Chief Executive Officer’s review
18 Financial and operating review
32 Our market
36 Our strategy and KPIs
38 Our business model
40 Stakeholder engagement
50 Sustainability
71 Viability statement and going concern
72 Principal risks and uncertainties
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 20227
Chair’s statement
CONNECTED CONTENT
Stakeholder engagement
Page 40
TP ICAP GROUP PLC Annual Report and Accounts 20228
Dear fellow shareholder
In this review, I will concentrate on three key areas of focus for
the Board in 2022: (a) growth of major businesses, (b) key areas
of review, and (c) further strengthening our senior management
bench, particularly the cohort just below Board level. I will also
touch on our Board capabilities, including the important issue
of diversity.
Our performance and market commentary
Before dealing with these topics, I would like to set out the main
elements of our performance as a Group last year.
Overall, we delivered a strong performance in 2022. Key features
include: high single-digit revenue growth, another uptick in
productivity in Global Broking (our largest division), a strong
performance by Parameta Solutions, and an increase in
overall profitability.
Markets, always a major consideration for us, saw a significant
shift which benefitted TP ICAP, particularly our Global Broking
business (59% of total revenues). Central banks embarked on
the first major monetary tightening programme since before the
Global Financial Crisis. Interest rates moved up to levels not seen
in more than a decade. Around the world, central banks also
began to withdraw liquidity. This new environment was
particularly beneficial to our Rates business – the biggest, and
most profitable, part of our Global Broking franchise. Conversely,
the extraordinary conditions in the energy sector generated by
the war in Ukraine resulted in a pronounced ‘risk off’ stance for
many participants and led to excessive volatility and reduced
activity in parts of our European Energy & Commodities division.
The acquired Liquidnet business also experienced difficult
markets: pronounced falls and high levels of volatility in many
stock markets – the most significant for some years – drove a
marked disinclination by institutions to engage in larger block
trading, a key market segment for us. Parameta Solutions
delivered a strong revenue performance (up 8%) whilst again
broadening its product range and extending its partnership base.
“The Group has stretching, but
achievable, strategic priorities:
transformation, diversification, and
dynamic capital management.”
Against this backdrop, our diversified business model enabled us
to deliver a 7%¹ increase in Group revenue. Group adjusted EBIT²
(£275m) increased by 8%¹ (2021: £255m¹). Group reported EBIT
(£163m) was up 68% (2021: £97m). In line with our dividend policy,
the Board is pleased to recommend a final dividend of 7.9 pence
per share to be paid on 23 May 2023 and with a record date of
14 April 2023. This brings the total dividend for the year to
12.4 pence per share, 31% ahead of 2021.
Growing key businesses
A key emphasis for the Board in 2022 was the growth, and
strategic development, of a number of our key businesses,
including Global Broking and Parameta Solutions.
As I mentioned earlier, market dynamics were particularly
advantageous for our Global Broking business. What is especially
pleasing, however, is the way in which Global Broking seized the
opportunities to hand. The collective experience of our brokers is
significant – they have seen a number of interest rate cycles over
the decades. That experience, and the insights that go with it,
were deployed with clients at a time when some market
participants had not previously witnessed the monetary
tightening that we saw unfold last year.
Global Broking also delivered substantial progress on the rollout of
Fusion, our market-leading electronic platform. As Nicolas Breteau,
our Group Chief Executive, notes elsewhere in this report, the Fusion
rollout is on track. We have met the target we set ourselves for this
year. Even more importantly, the Board has concentrated this year,
working with key Global Broking executives like Dan Fields (see
page 11), on how we ensure a smooth, and successful, adoption of
Fusion over the next few years by our colleagues and clients alike.
Developments included our review of the Fusion rollout and the
incorporation of specific internal KPIs related to adoption – client
usage, for example – into our overall approach. We were also
pleased to see the establishment of a dedicated Fusion sales
team. There will be a greater emphasis on client marketing as
part of the overall Fusion rollout.
Parameta Solutions, our market-leading data and analytics
division, is another business that has made substantial progress.
A key focus for the Board this year has been on Parameta
Solutions’ continued strong overall performance, and future
ongoing options for growth. This is essentially about two things.
First, ensuring that we are fully leveraging the data generated by
our broking businesses: Global Broking and Energy & Commodities.
Second, expanding Parameta Solutions’ proposition to include
more substantial partnerships as well as additional higher-value
products to offer new and existing clients.
1 In constant currency.
2 Refer to page 218 for Appendix – Alternative Performance Measures.
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 20229
Chair’s statement
continued
Regulatory change, which is ever constant, is driving a demand
for ever more quality data and insights. Parameta Solutions is
capitalising on this pronounced trend through new partnerships
and initiatives. For example, the efficient deployment of regulatory
capital is, of course, a key priority for financial institutions. In August,
Parameta Solutions announced a new partnership with PeerNova,
a Silicon Valley data management and analytics company, to help
institutions improve their fair value assessments, a key enabler for
more efficient capital utilisation. Earlier in the year, the division
became an FCA-authorised benchmark administrator. This is
another growing area where new entrants like Parameta Solutions
can provide quality data, and insights, as well as introducing
greater choice for clients. A win-win, in short, for us and them.
Key review areas for the Board
The Board has spent a substantial amount of time on a number of
important business, and regulatory, issues. The two areas that I will
focus on here are (a) Liquidnet: strategy and execution, and (b)
sustainability, particularly the embedding of the Task Force for
Climate-related Financial Disclosures (‘TCFD’) requirements across our
Company – especially in relation to the UK’s regulatory framework.
Liquidnet
The Liquidnet division, as I noted earlier, has had a challenging
twelve months given the marked downward shift in stock market
valuations around the world and high levels of volatility. Against
this backdrop, the Board has focused on three things. First, ensuring
that we are on track to deliver by the end of 2023 at least £30m of
Liquidnet integration cost savings, exceeding our £25m target –
we are. Second, working with the senior executive team, including
Mark Govoni (see page 11), the new CEO of the division, to ensure
that we build out, and diversify, Liquidnet’s core Equities franchise.
Third, reviewing the rollout of the Fixed Income franchise, including
the Dealer-to-Client (‘D2C’) proposition.
Progress has been made – with more to do – on underpinning,
and diversifying, the core Liquidnet Equities franchise. As the Board
reviewed developments, we were keen to ensure there was an
emphasis on the development of existing clients, and the winning
of new ones, through product expansion and diversification.
A range of initiatives are in place to do so, including the expansion
of the product suite: programme trading, algorithmic trading, and
cross-border flows. These initiatives are bearing fruit. However,
we are conscious that we will need to maintain the momentum
given the uncertain outlook for equities, and larger block trading.
Turning to Liquidnet’s move into Fixed Income, another strategic
priority, good progress has been made with the Primary Markets
offering. Our overarching strategy is to work with market
participants to electronify the full life cycle of a bond, an area
which has not experienced the full force of technology in the way
equities have, for example. We are now partnered with 30 banks;
a number of platform enhancements have been implemented.
The Board also reviewed progress in relation to the rollout of the
D2C proposition. As our Group CEO has noted in his Review in this
report, progress has been slower than we would have liked – despite
our best efforts – because of the impact of COVID-19. We believe
the prize, which is significant, very much remains in sight; the Board
has been highly focused on the crystallisation of this opportunity.
In this vein, the much closer working relationship that has been
developed between Global Broking and Liquidnet should prove
very advantageous as we progress the D2C rollout. That collaboration
will leverage the combined connectivity of both divisions – clients
and their great expertise in Credit – as we bring more institutions
onto the platform.
Sustainability
We recognise the increasing importance of sustainability matters
for our stakeholders, including shareholders, colleagues, and clients.
In 2021, the Board approved the Group’s current sustainability
strategy which is focused on three priorities: (a) reporting and
performance management (b) supporting our clients, and (c) our
community impact.
This year, the Board has been focused on the impact of climate
change on our business, and the specific UK regulatory requirements
related to TCFD. Accordingly, the Board and its Committees
reviewed our state of preparedness for TCFD and approved a new
climate change planning framework for the Group. We monitored
how we are progressing our Scope 1 and 2 emissions reduction
targets and our work on Scope 3. A great deal has been done but,
as we set out in our Sustainability chapter on page 50, there is
more to do. In particular, in 2023 we will conduct, and complete,
a detailed qualitative, and quantitative, scenarios analysis.
This work will give us a much greater insight into the potential
impact of climate change on our business, and the related risks
and opportunities.
Alongside our sustainability work programme, we completed
a review in 2022, drawing on the relevant FRC guidance, of our
purpose, and expanded the project to include our mission and
vision statements: they are closely related. Following the conclusion
of this project, we have updated our purpose, mission, and vision
statements; they can be found on the inside front cover.
TP ICAP GROUP PLC Annual Report and Accounts 202210
Our senior management and Board capabilities
The Group has stretching, but achievable, strategic priorities:
transformation, diversification, and dynamic capital management.
We have a strong, and highly experienced, senior management
cohort in place, led by our Group CEO, who are actively delivering
these priorities.
A continued emphasis, nevertheless, by the Board on further
strengthening our senior talent pool – vital for our continued success
– has been another priority in 2022. Considerable progress has been
achieved with the recruitment of two senior executives to lead the
Global Broking and Liquidnet divisions respectively. Daniel Fields
joined us in the early summer; he was previously a Head of Global
Markets at Société Générale. Dan has significant transformation
expertise, connectivity, and a background in capital markets:
valuable attributes as we execute our Global Broking strategy.
Mark Govoni joined us shortly before Dan and is leading the Liquidnet
division. Mark is a former President of US Brokerage at Instinet;
Mark again has considerable connectivity and market expertise
which will be important as we underpin, and diversify, Liquidnet.
Turning to the Board, we believe we have a team in place with the
appropriate skills, diversity and experience to oversee the overall
direction of the Group and the successful delivery of our strategy.
We remain committed to being a diverse Board and are meeting
the Parker Review and Hampton Alexander representation targets
(36% of our Board is female). Four of the last five Board appointments
were female, a good demonstration of our commitment. More
information about the work of the Board, and the Nominations
& Governance Committee, can be found on page 100.
On 7 February 2023, I was pleased to announce that Kath Cates has
agreed to become TP ICAP’s Senior Independent Director, replacing
Michael Heaney with effect from 1 March 2023. Michael remains a
valuable Non-executive Director on the Board and Committees.
Conclusion and looking ahead
As Nicolas Breteau notes in his review on page 12, we have a clear
strategy and are fully focused on its execution.
The end of ‘easy money’ positions us well for a world where central
bank liquidity is more limited and there is a greater role for liquidity
providers like our Group. As always, there are challenges ahead
and areas we need to address. However, I hope that this review has
given stakeholders the sense that the Board is actively working with
management to meet the challenges and seize the opportunities
we face.
One final, and very important, point. Our colleagues are integral
to our success. They have again delivered for all of us in 2022. On
behalf of the Board, I want to extend our warmest thanks to them
for their steadfast work, integrity and commitment. I would also
like to express my thanks to all our stakeholders, including our
shareholders, for their continued support. I, and the Board, look
forward to welcoming shareholders to our AGM in London on
17 May 2023.
Richard Berliand
Board Chair
14 March 2023
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202211
Chief Executive Officer’s review
Introduction
Our ambition is to be the world’s most trusted, and innovative,
liquidity and data solutions specialist.
To achieve this, we are focused on the delivery of three
strategic priorities:
> Transforming our business;
> Diversification; and
> Dynamic capital management.
We aim to deliver sustainable shareholder value in the medium
term. We have a clear strategic roadmap and a strong franchise
to do so. We are well positioned for current market conditions
through our developed business model, market-leading positions,
major geographical presence, deep liquidity pools, and cutting-
edge technology.
Our business performance
Strategic delivery: Future proofing our business
Our operational leverage delivered an increase in profitability
as clients sought out the deep liquidity we provide. As the world
thankfully returned to normality following the challenges posed
by COVID-19, we delivered a smooth return to the office and the
successful execution of important deliverables.
Our markets have been transformed by, for example, regulatory
changes following the Global Financial Crisis, including the move
away from proprietary trading by investment banks. We have
embraced those changes. We have done so through the deployment
of new technology and a client-centric approach with a menu of
voice, hybrid and electronic broking protocol options.
The recent return to elements of the pre-Global Financial Crisis
environment – more elevated interest rates and a bigger role
for private sector liquidity providers – underlines the enduring
relevance of our broking franchise. The role our brokers play,
facilitating liquidity and price discovery, is – and will remain –
a key part of the financial services architecture.
We are seeking to future proof our core broking proposition. We are
doing so through key initiatives like Fusion, our award-winning,
client-focused electronic platform. We are on track to embed Fusion
as the ‘go-to’ platform for clients. In 2022, we moved from 20% to
40% of targeted in-scope revenue in Global Broking covered by
Fusion. We are on plan to complete the rollout by 2025 when it will
encompass all the in-scope revenue (55% of total Global Broking
revenue). This is only part of the story, however. A key focus is the
adoption of Fusion by our clients as an essential daily working tool
(see page 15).
Market developments
Global Broking, particularly Rates, benefitted from the increased
volatility across a range of asset classes. Volatility was driven by:
the terrible events in Ukraine, substantiative monetary policy
tightening, and a marked slowdown in economic growth. The
Federal Reserve, in one year, moved the short-term target Federal
Funds Rate to a range of 4.25% to 4.5%. For two years, it had
been at zero.
Our Energy & Commodities (‘E&C’) division initially benefitted
from volatility too. But, as the year progressed, the geopolitical
impact of war in Ukraine had a pronounced impact on energy
markets, especially European Gas & Power, leading to an
inauspicious trading environment. Excessive volatility – ICE Gasoil
registered an average volatility of 61%, a record high – generated
a major increase in exchange margin requirements and sharp
volume contraction. Average daily volumes on CME West Texas
Intermediate (‘WTI’) – an important benchmark – fell below one
million contracts for the first time since 2015.
Equity markets were challenging. In the US and Europe, key
Liquidnet markets, many indices recorded very significant declines
in 2022, accompanied by high levels of volatility, which negatively
impacted block trading. The S&P 500 fell by 19%, its worst
performance since 2008; the Stoxx 600 declined by 13%.
Accordingly, the commission wallet, in the third quarter, was the
smallest since early 20091. Parameta Solutions, on the other hand,
benefitted from growing demand for high quality, financial
markets data. Regulatory change, a key data driver, continues
apace. One interesting example: the annual growth rate for new
pages of US regulation was recently up over 1%². These pages
deliver significant change, and a need for the insights we provide.
We are well positioned for
current market conditions through
our developed business model,
market-leading positions,
major geographical presence,
deep liquidity pools, and cutting-
edge technology.
1 Source: McLagan.
2 Source: The GW Regulatory Studies Centre, The George Washington University.
TP ICAP GROUP PLC Annual Report and Accounts 202212
Revenue
£2,115m
Adjusted EBIT
£275m
Reported EBIT
£163m
CONNECTED CONTENT
Financial performance
A detailed analysis of our financial
performance can be found in the
Financial and Operating review.
Page 18
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202213
Chief Executive Officer’s review
continued
Strong revenue performance
At the Group level, we delivered 7%³ revenue growth. On a reported
currency basis, we recorded 13% revenue growth. Global Broking
delivered a strong performance: revenues up 7%. All Global Broking
asset classes reported high single-digit growth. Energy & Commodities
revenue declined by 2% – in line with exchange volumes. Revenue
at the Liquidnet division⁴ was up 18%, driven by a 12-month
contribution in 2022 from the acquired Liquidnet platform (which
completed in March 2021). On a like-for-like basis, revenue for the
Liquidnet platform⁴ declined. This reflected the difficult market
conditions for many asset managers and subdued larger block
trading – an important segment for us. Parameta Solutions
delivered an 8% increase in revenues: it continued to leverage
our high quality, and unique, OTC data.
As a leading liquidity provider, we again recorded market share
gains: for example, in Global Broking⁵. Parameta Solutions
underlined its position as the leading provider of inter-dealer
OTC data – we account for around three-quarters⁶ of this market.
Increased profitability and CMD targets update
We saw a substantial increase in market activity at the short-dated
end of the yield curve. This benefitted the Rates franchise, our
biggest, and most profitable, asset class. Coupled with our
operational leverage, this generated an uptick in margin. Adjusted
EBIT was up 8%, or 18% in reported currency. Group revenue per
broker was up 11% driven by the revenue uplift and a reduction in
the average number of brokers. Prior to the impact of the Russian
P&L charge of £21m, adjusted EBIT margin increased to 14.0% (2021:
12.9%). Including the Russian impact, adjusted EBIT margin was
13.0%. The reported EBIT margin increased to 7.7% (2021: 5.2%).
We are also providing today an interim update on our progress
against the three-year targets set out at our Capital Markets Day
(‘CMD’) in December 2020. For a more detailed discussion, see
page 25 in the Financial and operating review. We will update the
market in due course about our progress in relation to the CMD
medium-term targets.
Transforming our business
Delivering Fusion
Our transformation is being delivered at pace, including Fusion,
our award-winning electronic platform. Fusion is about providing
more client-led technology, and deeper liquidity. It has a range of
client-centred features, including a single login access, and access
to aggregated liquidity for specific asset classes. Client benefits
include lower cost, greater speed and increased efficiency. Benefits
for us include enhanced profitability, and stickier client revenue.
In our EMEA Rates business, for example, there was a material
outperformance in contribution margin in 2022 for Fusion-derived
activity compared to desks without the platform. We are receiving
ever more positive Fusion feedback from our clients.
It has been a productive year for Fusion. As previously noted, the
rollout is on track: 40% of targeted in-scope Global Broking revenue
is on the platform. Highlights include Fusion’s implementation
across the Tullett Prebon (‘TP’) and ICAP desks covering Inflation
and Interest Rate Swaps. Fusion is live on the TP and ICAP EUR
Inflation desks, including volume matching and Central Limit Order
Book (‘CLOB’) functionality. Our focus in 2023 remains on Rates and
FX, our largest asset classes. We will also commence rolling out
Fusion across Credit, another significant asset class, and TP and
ICAP Sterling Interest Rate Swaps: Volume Matching.
In Energy & Commodities, brokered markets have not been
electronified to any great degree. Our emphasis is therefore on
the internal implementation of a new Order Management System
(‘OMS’). This is an essential prerequisite: it captures all orders and
trades electronically. We continue to implement the rollout of OMS
across our Oil desks, the largest asset class in Energy & Commodities.
3 All percentages within the CEO review are in constant currency,
unless otherwise indicated.
4 As previously announced in our Q3 Trading Update on 1 November 2022, the
Liquidnet division includes the Liquidnet platform (the acquired business), COEX
Partners, ICAP Relative Value, and from October 2022 onwards, MidCap
Partners, following the transfer into Liquidnet from Global Broking.
5 Compared with the two other listed peers for H1 2022 vs FY 2021.
6 Source: TP ICAP estimates.
TP ICAP GROUP PLC Annual Report and Accounts 202214
Driving client adoption
The Fusion delivery programme can be broken down into two key
components. In Phase One – from 2020 to end-2023 – the focus is
on IT development and implementation. In the Second Phase – to
end-2025 – there will be an emphasis on adoption by clients. In fact,
the process is already underway. A dedicated Fusion sales team has
been established in Global Broking to facilitate adoption. Working
closely with our brokers, the team will engage with existing clients,
and new ones too. They will help clients to get the best out of
Fusion, collecting and acting on their feedback, and delivering
a comprehensive marketing programme. We will work with clients
on their Fusion utilisation with a range of internal KPIs covering
pace of delivery, client usage, and return on investment.
Transformation, of course, is about ensuring we have the
leadership in place to drive every aspect of the change programme.
It was therefore pleasing to announce some new, key senior level
appointments at this important time in our strategic development.
Daniel Fields, previously a Global Head of Markets at Société
Générale, joined in June to lead Global Broking and drive the
Fusion programme. Mark Govoni came on board in May and is
leading our Liquidnet division; Mark was the President of US
Brokerage at Instinet.
Delivering on diversification
We are diversifying our business through a three-pronged
approach focused on: new clients, new asset classes, and more
non-broking revenue.
Parameta Solutions
This strategy is exemplified by Parameta Solutions’ emphasis on
products, clients and distribution to grow revenue and contribution.
There has again been good progress across these areas. In May,
Parameta Solutions became an FCA-authorised benchmark
administrator – the first inter-deal broker to do so. We are now
administering the nine TP ICAP interest rate swaps benchmarks;
they cover the mid-price interest swaps from our Global Broking
division. This enables Parameta Solutions to provide more data-
driven analysis for clients, including for risk and compliance
purposes: a growing area.
Parameta Solutions announced in August the launch of
ClearConsensus, an enhanced consensus pricing tool tailored to
our global client base. We are delivering this solution in partnership
with PeerNova, a Silicon Valley data management and analytics
firm. This is a compelling proposition – it helps our clients improve
their fair value assessments, enabling more efficient capital
allocation and optimisation.
Maintaining the momentum, Parameta Solutions has announced
today a new partnership with Numerix, a leading global OTC
analytics company. Together with Numerix, Parameta Solutions will
provide a best-of-breed solution to clients. We will do so by leveraging
our market-leading OTC data with Numerix’s analytical capability.
Our goal is to ensure that clients have automated, high-quality,
independent fair valuations of OTC derivatives. This is a high
growth sector with a large addressable target market (US$6bn).
Energy & Commodities
We are the leading OTC energy and commodities broker, delivering
for clients through three key brands: Tullett Prebon, ICAP and PVM.
Alongside well-developed market positions in major areas like Oil,
Gas and Power, we are making good progress expanding our
revenue streams in two new segments: renewables and crypto assets.
The energy transition is, of course, already under way. The end state
remains unclear, however, and may remain so for some time to
come. It is clear, though, that there will be a continued, and
important role, for Oil: currently our largest asset class. The
International Energy Agency (‘IEA’), for instance, in its recent STEPS
scenario, sees Oil demand reaching a high point in mid-2030 before
slightly moderating at that stage. Natural Gas – another key asset
class for us – was designated at the recent COP27 as a low-emission
energy source.
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202215
Chief Executive Officer’s review
continued
Emissions credits trading will play a key role during the energy
transition. This is an area we are focusing on: we are building an
environmental hub and developing new products. In February,
Tullett Prebon launched a well-received Brazilian energy desk
majoring on renewables. We also launched a client-facing Fusion
screen covering Green Certificates in Norway, voluntary emissions
in Europe, and Australian renewables. Client reaction is positive;
trades have already been completed through the platform.
Turning to crypto assets, we obtained FCA registration in December
as a crypto asset exchange provider. We are planning to launch our
wholesale marketplace in 2023. Our Fusion-enabled platform – for
institutional clients only – combines our expertise in operating
venues, alongside the industry-leading custodial expertise provided
by Fidelity Digital Assets
SM
. We are also working closely with a
range of market makers, including Virtu Financial, Flow Traders,
Jane Street, Susquehanna and Hudson River Trading.
Our Digital Assets proposition provides the credible infrastructure,
and assurance, needed for institutions to allocate capital to this
growing asset class. Research by Grayscale Investments suggests
seven out of ten professional investors believe institutions will hold
60% of all Digital Assets within seven years; they currently hold 3%
with retail investors owning 97%. Longer-term, we believe
blockchain will lead to the tokenisation of traditional asset classes,
resulting in more efficient, automated trading and settlement.
We are well placed to capitalise on this structural shift. Early client
reaction to the Fusion Digital Assets trading and operating model
is positive.
Liquidnet
Liquidnet is a leading, technology-driven agency execution
specialist with a global Equities and Fixed Income footprint.
Liquidnet’s strong, and long established, buy-side connectivity
brings us considerable client diversification. So too does the
Dealer-to-Client (‘D2C’) Credit proposition. Our strategy is focused
on: (a) completing the Liquidnet integration, (b) expanding the
product suite to meet the changing needs of clients, and (c)
exploiting new growth opportunities like D2C Credit.
As I touched on earlier, Mark Govoni, joined in May as CEO of
Liquidnet. Mark has reviewed the business, and implemented an
action plan, at an opportune time. The integration programme is
progressing well. The majority of deliverables are completed. We
are on track to complete the integration by the end of 2023 and
deliver at least £30m of integration cost synergies, ahead of our
£25m target.
Equity markets, in particular block trading, as previously discussed,
were challenging. Against this backdrop, Liquidnet is focused on
growing – and diversifying – its core Equities franchise. The plan
includes an even greater emphasis on developing existing clients,
expanding the product suite into fast-growing market segments,
and new client acquisition.
Client development initiatives include the successful launch of
a pre-market block trading capability at the full day Volume-
weighted Average Price (‘VWAP’) in Hong Kong and Australia.
Expansion of the product suite is being delivered through initiatives
designed to exploit changing market features. Expanding in
algorithmic (‘algo’) trading is delivering results with algo revenue
now 31% of total revenue, compared with 29% in 2021. Algo trading
– the ability to process large amounts of data and automatically
execute trades at speed based on intelligent rules – is growing
rapidly. Mordor Intelligence estimates CAGR growth of just over
10% up to 2028. The US is the biggest market with Asia the
fastest-growing segment.
Another focus area is programme trading where Liquidnet has
recorded a number of new business wins. In addition, cross-border
trading now accounts for 18% of total Liquidnet revenue. New client
acquisition has included establishing, for the first time, a presence in
Paris, Madrid, Frankfurt and South Africa, including sales capability.
Growing Fixed Income is a priority: it is a substantial opportunity
for the Group. Liquidnet is making good progress on its Primary
Markets Offering, a strategic initiative towards our goal to
electronify the full life cycle of a bond. Liquidnet has partnered
with 30 syndicate banks and increased new issue announcements
coverage (now at 80%). In Secondary, Liquidnet now has around
450 active firms and average daily liquidity of £15bn. On D2C, the
proposition went live, as planned, last summer. All of the client-
facing tech has been built and is in place. Feedback is good; the key
issue now is growing the liquidity on the platform. Major banks are
already connected to the platform, and we are working with many
additional institutions. COVID-19 has had a material impact on
how dealers and potential clients for the platform have been
prioritising projects and IT tasks. We are pushing hard to be further
up their priority list. We have also identified opportunities for
greater collaboration between the Credit teams in Liquidnet and
Global Broking, including leveraging the latter’s extensive dealer
connectivity. The D2C opportunity is substantial, however it will
take us longer, given these client realities, to move within our 3%
to 6% target market share range.
TP ICAP GROUP PLC Annual Report and Accounts 202216
Dynamic capital management
Our focus on capital management – returning, where possible,
and appropriate, surplus capital to shareholders – is an important
element of our strategy. We announced at our H1 2022 results, that
we aimed to free up £100m of cash by the end of 2023. Progress
has been good. We have freed up around £30m of cash in H2 2022.
We are on track to free up the targeted £100m.
We also previously said that we are focused on identifying,
and returning, any potential surplus capital to shareholders,
subject to the ongoing assessment of our balance sheet and
investment requirements.
Our emphasis on capital management is accompanied by a clear
distribution policy: a 50% pay-out ratio of adjusted post-tax
earnings for the year as whole.
Well advantaged with a clear strategic roadmap
We are well positioned as central banks withdraw liquidity and
clients look to us even more than before. Our deep liquidity pools,
scale businesses, and geographical reach and expertise are
significant advantages in a world of elevated interest rates.
Our strategy of transforming, diversifying and dynamic capital
management is about delivering sustainable shareholder returns,
now and in the future.
We delivered a strong performance in 2022 and advanced our
strategic agenda.
Our transformation continues at pace. The Fusion rollout is on track.
Our focus is increasingly turning to client adoption of the platform.
A dedicated team, overseen by our senior management in Global
Broking, will drive adoption.
The enduring strength of our core franchise is coupled with the
significant diversification opportunities we are pursuing. The
strategic rationale for Liquidnet remains in place: client and asset
diversification. The prize is substantial. We see real opportunities
in Environmentals and Digital Assets. These opportunities play to
our strengths: deep expertise, true connectivity and a track record
of innovation.
As we move forward in 2023, I want to thank all my colleagues for
their contribution during a year when we delivered a great deal for
stakeholders. We look to the future with confidence.
Our strategy of transforming,
diversifying and dynamic capital
management is about delivering
sustainable shareholder returns, now
and in the future.
Outlook
Our market-leading businesses, and our focus on transformation,
diversification and dynamic capital management, mean the Group
is well positioned to benefit from the continued withdrawal of
central bank liquidity. We expect the impact of inflation on our
business in 2023 to be broadly mitigated by our ongoing focus on
cost efficiencies.
Global interest rates are expected to remain elevated in 2023; we
expect that volumes will continue to be solid, but moderated from
the peaks at the beginning of the war in Ukraine. The recent decline
in the European gas price has supported a more liquid, and stable,
market so far this year. A sustained recovery continues to depend on
geopolitical developments.
Nicolas Breteau
Executive Director and Chief Executive Officer
14 March 2023
Final dividend
pence
7.9p
Total full year dividend
pence
12.4p
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202217
Financial and operating review
All percentage movements quoted in the analysis of financial
results that follows are in reported currency, unless otherwise
stated. Reported currency refers to prior year comparatives
being at prior year foreign exchange rates.
Introduction
The Group delivered a strong financial performance in 2022.
Group revenue increased 13% to £2,115m on a reported basis
(7% ahead in constant currency). Markets were heavily impacted
by geopolitical events, and substantial monetary tightening by
central banks all around the world. Against this backdrop, market
volatility increased during the year, driving higher revenue.
Global Broking benefitted from this increased volatility delivering
high single digit revenue growth across all asset classes and an
uplift in overall contribution. Energy & Commodities (‘E&C’) also
initially benefitted from market volatility; the war in Ukraine
however drove the price of European gas in Q2 and Q3 to levels
not seen in some time and this sharply increased margin
requirements for our clients and led to a major reduction in
trading activity. While gas prices have since receded from the
mid-year highs, they remain well above historic averages.
During the year, we took a P&L charge, net of recoveries, of £21m
on Russian exposures, primarily in Global Broking. These unsettled
trades resulted from the imposition of sanctions in February 2022
against Russian clients and counterparties.
In the new combined Liquidnet division (comprising of the
acquired Liquidnet platform, COEX Partners, ICAP Relative
Value and MidCap Partners), market conditions for the Liquidnet
platform (predominantly Equities) were very challenging.
Equity indices declined significantly across the US and Europe,
accompanied by high volatility levels. This reduced trading
activity of larger blocks in these markets where Liquidnet has a
leading position. Our planned investment in the Dealer-to-Client
(‘D2C’) Credit proposition also impacted profitability. The
remaining Liquidnet division performed well, driven by the
growth in the Relative Value business as well as in Rates,
Futures and FX.
Parameta Solutions, our market-leading provider of neutral
OTC data, delivered strong revenue growth. The division
continues to leverage the increased demand for high quality
financial markets data.
Key financial and performance metrics
2022
£m
2021
Reported
£m
2021
Constant
Currency
£m
Reported
change
Constant
Currency
Change
Revenue 2,115 1,865 1,976 13% 7%
Reported
– EBIT 163 97 112 68% 46%
– EBIT margin 7.7 % 5.2% 5.7%
Adjusted
– Contribution 763 702 74 4 9% 3%
– Contribution margin 36.1% 37.6% 37.7%
– EBITDA 357 315 342 13% 4%
– EBIT 275 233 255 18% 8%
– EBIT margin 13.0% 12.5% 12.9%
Average
– Broker headcount 2,637 2,770 n/a (5%) n/a
– Revenue per broker¹ (£’000) 659 562 592 17% 11%
– Contribution per broker¹ (£’000) 236 202 212 17% 11%
Period end
– Broker headcount 2,561 2,707 2,707 (5%) n/a
– Total headcount 5,161 5,304 5,304 (3%) n/a
1 Revenue per broker and contribution per broker are calculated as external revenue and contribution of Global Broking, Energy & Commodities and Liquidnet excluding
the Acquired Liquidnet platform divided by the average brokers for the year. The Group revenue and contribution per broker excludes revenue and contribution from
Parameta Solutions and Liquidnet Division.
TP ICAP GROUP PLC Annual Report and Accounts 202218
Average revenue per broker (productivity) increased by 17%
in 2022 compared with 2021 (+11% in constant currency).
The average contribution per broker increased by 17%
(+11% in constant currency).
We ended the year with a contribution margin of 36.1%
compared with 37.6% in 2021 (37.7% in constant currency).
Including the full year cost of the Liquidnet platform and our
investment in the D2C business, the management and support
costs were 4% higher on a reported currency basis (flat in constant
currency). Alongside continued investment in the business, we
maintained a strong focus on cost efficiency and delivered our
targeted Group savings of £25m in 2022 which helped offset
inflationary pressures.
Our adjusted EBIT margin increased from 12.5% to 13.0% in
reported currency, or 14.0% excluding charges relating to Russian
exposures (2021: 12.9% in constant currency). The Group’s revenue
and EBIT margin benefitted from a foreign exchange (FX) tailwind
as GBP weakened by, on average 10%, against the USD.
The Group reported EBIT of £163m increased by 68% from
£97m in 2021, benefitting from diversification and strength
of our core franchise.
The Group incurred significant items of £113m pre-tax (2021:
£153m), of which around 80% are non-cash, in reported earnings.
This is broadly in line with our previous guidance of £110m.
Further details on significant items are on page 24.
We are managing our capital dynamically. The Group is on track
to generate or free up approximately £100m of cash by the end of
2023, to reduce debt. We continue to assess our balance sheet and
investment requirements and are committed to identifying, and
returning, any potential surplus capital to shareholders.
Robin Stewart
Executive Director and Chief Financial Officer
14 March 2023
“We delivered a strong financial
performance, higher revenues
from diversified sources and
continued cost discipline in
a tough environment.”
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202219
Financial and operating review
continued
Income Statement
The Group presents its reported results in accordance with International Financial Reporting Standards (‘IFRS’). The Group also presents
adjusted (non-IFRS) measures to report performance. Adjusted results and other alternative performance measures (‘APMs’) may be
considered in addition to, but not as a substitute for, the reported IFRS results. The Group believes that adjusted results and other APMs,
and should be considered together with reported IFRS results, provide stakeholders with additional information to better understand the
Group’s financial performance and compare performance from year to year. These adjusted measures and other APMs are also used by
management for planning and to measure the Group’s performance.
Reported results are adjusted for significant items to derive adjusted results. Adjusted measures exclude significant items to aid
comparability of financial performance from year to year and to provide additional information to better understand the Group’s
financial performance, and should be considered together with reported IFRS results. Significant items can be either cash or non-cash costs.
A reconciliation from reported to adjusted metrics is provided in the Group income statement below. Analysis of performance by Business
Division follows the Group income statement analysis.
2022
Adjusted
£m
Significant
items
£m
Reported
£m
Revenue 2,115 – 2,115
Employment, compensation and benefits (1,296) (24) (1,320)
General and administrative expenses (474) (32) (506)
Depreciation and impairment of PPE and ROUA (49) (9) (58)
Amortisation and impairment of intangible assets (33) (65) (98)
Operating expenses (1,852) (130) (1,982)
Other operating income 12 18 30
EBIT 275 (112) 163
Net finance expense (49) (1) (50)
Profit before tax 226 (113) 113
Tax (58) 22 (36)
Share of net profit of associates and joint ventures 29 – 29
Non-controlling interests (3) – (3)
Earnings 194 (91) 103
Basic average number of shares (millions) 77 9.1 77 9.1 779.1
Basic EPS (pence per share) 24.9p (11.7p) 13.2p
Diluted average number of shares 790.6 790.6 790.6
Diluted EPS 24.5p (11.5p) 13.0p
2021
Adjusted
£m
Significant
items
£m
Reported
£m
Revenue 1,865 – 1,865
Employment, compensation and benefits (1,140) (12) (1,152)
General and administrative expenses (420) (56) (476)
Depreciation and impairment of PPE and ROUA (52) (16) (68)
Amortisation and impairment of intangible assets (30) (52) (82)
Operating expenses (1,642) (136) (1,778)
Other operating income 10 – 10
EBIT 233 (136) 97
Net finance expense (56) (17) (73)
Profit before tax 177 (153) 24
Tax (44) 21 (23)
Share of net profit of associates and joint ventures 18 (11) 7
Non-controlling interests (3) – (3)
Earnings 148 (143) 5
Basic average number of shares 759.3 759.3 759.3
Basic EPS 19.5p (18.8p) 0.7p
Diluted average number of shares 768.2 768.2 768.2
Diluted EPS 19.3p (18.6p) 0.7p
TP ICAP GROUP PLC Annual Report and Accounts 202220
All percentage movements quoted in the analysis of financial results that follows are in constant currency, unless otherwise stated.
Constant currency refers to prior year comparatives being retranslated at current year foreign exchange rates to support
comparison on an underlying basis.
Revenue by division
Total Group revenue in 2022 of £2,115m was 7% higher than the prior year (+13% in reported currency). Revenue grew across all divisions
with the exception of Energy & Commodities. Global Broking benefitted from increased market volatility and revenue was up 7%, growing
across all asset classes. Market volatility from the war in Ukraine resulted in a higher volume of trading activity, particularly in the first half.
This generated higher revenue and contribution, which more than offset the impact of Russian P&L charges, which totalled £21m in 2022.
Energy & Commodities revenue fell by 2% as markets continued to be very subdued, driven primarily by the war in Ukraine and the
resulting sharp price rises in European gas and power. Oil markets demonstrated greater resilience particularly in the US and Asian
markets. Revenue in the Liquidnet division was challenged by volatile equity markets but grew 18% due to a full year contribution from
the Liquidnet Platform, and growth in the Relative Value business and as well as in Rates, Futures and FX. Parameta Solutions was up 8%
benefitting from growing demand for high quality financial markets data.
By Business Division
2022
£m
2021
(restated²
reported
currency)
£m
2021
(restated²
constant
currency)
£m
Reported
currency
change
Constant
currency
change
Rates 566 509 531 11% 7%
Credit 118 102 109 16% 8%
FX & money markets 302 263 277 15% 9%
Equities 243 214 227 14% 7%
Inter-division revenues³ 22 19 20 16% 10%
Total Global Broking¹ 1,251 1,107 1,164 13% 7%
Energy & Commodities 384 367 393 5% (2)%
Inter-division revenues³ 3 3 3 n/m n/m
Total Energy & Commodities 387 370 396 5% (2)%
Total Liquidnet⁴ 325 261 275 25% 18%
Total Parameta Solutions⁵ 177 149 164 19% 8%
Inter-division eliminations³ (25) (22) (23) (14)% (9)%
Total revenue 2,115 1,865 1,976 13% 7%
1 In prior year reporting, the revenue breakdown of Global Broking included Emerging Markets revenue as a separate line item. This revenue has now been reclassified to the
relevant asset classes within Global Broking. Emerging Markets revenue reported in 2021 of £179m has been reclassified as follows: Rates: £65m; Credit £20m, FX & Money
Markets £93m, Equities £1m.
2 Post Trade Solutions revenue has been reclassified from Parameta Solutions to Global Broking and Liquidnet. Post Trade Solutions revenue reported in 2021 of £17m has
been reclassified as follows: Rates (Global Broking): £15m & Liquidnet Platform: £2m. MidCap Partners revenue reported in 2021 of £13m has been reclassified out of Global
Broking and into Liquidnet.
3 Inter-division charges have been made by Global Broking and Energy & Commodities to reflect the value of proprietary data provided to the Parameta Solutions division.
The Global Broking inter-division revenue and Parameta Solutions inter-division costs are eliminated upon the consolidation of the Group’s financial results.
4 As previously announced in our Q3 Trading Update on 1 November 2022, the Liquidnet division includes the Liquidnet platform (the acquired business), COEX Partners,
ICAP Relative Value, and from 1 October 2022 onwards, MidCap Partners following the transfer from Global Broking).
5 In previous reporting, Parameta Solutions included D&A and Post Trade Solutions (‘PTS’). The Matchbook and ClearCompress brands within PTS are now reported under
Global Broking, while e-Repo is now reported in the Liquidnet division.
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202221
Financial and operating review
continued
Operating expenses
The table below sets out operating expenses, divided principally between front office costs and management and support costs. Front
office costs tend to have a large variable component and are directly linked to the output of our brokers. The largest element of this is
broker compensation as well as other front office costs, which include travel and entertainment, telecommunications and information
services, clearing and settlement fees as well as other direct costs. The remaining cost base represents the management and support costs
of the Group.
2022
£m
2021
(restated¹
reported currency)
£m
2021
(restated¹
constant currency)
£m
Reported
Change
Constant
Currency
Change
Front office costs
– Global Broking² 780 694 729 12% 7%
– Energy & Commodities² 263 248 266 6% (1%)
– Liquidnet² 246 170 182 45% 35%
– Parameta Solutions² 63 51 55 24% 15%
Total front office costs 1,352 1,163 1,232 16% 10%
Management and support costs
– Employment costs 268 226 238 19% 13%
– Technology and related costs 87 79 83 10% 5%
– Premises and related costs 29 28 29 4% –
– Depreciation and amortisation 82 82 86 (2%) (5%)
– FX (gains)/losses (14) 11 11 (227%) (227%)
– Other administrative costs 48 53 52 (9%) (8%)
Total management and support costs 500 479 499 4% –
Total adjusted operating costs 1,852 1,642 1,731 13% 7%
Significant items 130 136 n/a (4%) n/a
Total operating expenses 1,982 1,778 n/a 11% n/a
1 Post Trade Solutions front office costs have been reclassified from Parameta Solutions to Global Broking and Liquidnet. Post Trade Solutions front office costs reported in
2021 of £10m has been reclassified as follows: Rates (Global Broking): £9m & Liquidnet Platform: £1m.
. Includes all front office costs, including broker compensation, sales commission, travel and entertainment, telecommunications, information services, clearing and
settlement fees as well as other direct costs.
TP ICAP GROUP PLC Annual Report and Accounts 202222
Total front office costs of £1,352m, which are predominantly
variable with revenue, increased by 10% compared with 2021, (an
increase of 16% in reported currency) include an additional quarter
of Liquidnet and the £21m P&L charge relating to Russian exposures.
Total management and support costs of £500m were flat
year-on-year in constant currency. Excluding FX gains/(losses)
on retranslation of net financial assets the costs increased by 5%.
As a result, the total adjusted operating costs were £1,852m, which
was 7% higher than 2021 in constant currency (13% in reported
currency). We achieved in-year cost savings of £25m as per our
target, including cost savings initiatives on Liquidnet cost synergies.
During 2022, we incurred total strategic IT investment spend
amounting to £22m (£8m of operating expenses, £14m of
capital expenditure).
Capital and liquidity management
Capital management
TP ICAP successfully redomiciled from the UK to Jersey, Channel
Islands in February 2021. This, together with the progress we are
making on consolidating legal entities, has enabled the Group
to undertake a review to identify opportunities to unlock cash.
In aggregate, we expect to generate or free up approximately
£100m of cash by the end of 2023. The exact timing of release for
certain initiatives will be impacted by external (e.g. regulatory)
dependencies. Example initiatives include, but are not limited to:
> Consolidation of broker-dealer entities in the US;
> Distribution of the surplus following the wind-up of the UK
Defined Benefit Pension Scheme (dependent on approval
from Trustees);
> Proceeds from the Liquidnet purchase price adjustment (see
significant items section below);
> Sale of office space in Paris;
> Closure of dormant UK regulated entities; and
> Efficiencies from reorganisation of settlement and clearing
arrangements.
We made good progress during the second half of the year and
have already freed up c.£30m of cash.
The cash generated or freed up from the above short-term
initiatives will be used for the repayment of debt – to increase our
investment grade credit rating headroom – and to reduce future
finance costs. We are also exercising prudence in the current
environment of rising interest rates.
The Board is committed to identifying and returning any potential
surplus capital to shareholders, subject to the ongoing assessment
of our balance sheet and investment requirements.
Liquidity management
Following our successful debt refinancing in November 2021, we
renewed our Revolving Credit Facility (‘RCF’) for a further three
years on 31 May 2022. The RCF increased from £270m to £350m,
providing additional liquidity flexibility, and adding new providers.
The terms of the new facility were also improved, including a
reduction in margin from 2.00% to 1.75% over the reference rate.
Significant items
The significant items are categorised as below.
Restructuring and related costs
Restructuring and related costs arise from initiatives to reduce the
ongoing cost base and improve efficiency to enable the delivery of
our strategic priorities. These initiatives are significant in size and
nature to warrant exclusion from adjusted measures. Costs for other
smaller scale restructuring are retained within both reported and
adjusted results.
Disposals, acquisitions and investments in new businesses
Costs, and any related income, related to disposals, acquisitions
and investments in new business are transaction dependent and
can vary significantly year-on-year, depending on the size and
complexity of each transaction. Amortisation of purchased and
developed software is retained in both the reported and adjusted
results as these are considered to be core to supporting the
operations of the business.
Legal and regulatory matters
Costs, and recoveries, related to certain legal and regulatory
cases are treated as significant items due to their size and nature.
Management considers these cases separately due to the judgements
and estimation involved, the costs and recoveries of which could
vary significantly year-on-year.
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202223
Financial and operating review
continued
The table below shows the significant items in 2022 vs 2021, of which around 80% of the total 2022 costs are non-cash.
2022
Total
£m
2021
Total
£m
Restructuring & related costs
– Property rationalisation 16 25
– Liquidnet integration 9 7
– Group cost saving programme 21 5
– Business restructuring/re-domiciliation¹ 2 3
– Remeasurement of employee long-term benefits² (7) 1
– Other – 1
Subtotal 41 42
Disposals, acquisitions and investment in new business
– Amortisation of intangible assets arising on consolidation 45 46
– Liquidnet acquisition related³ 5 14
– Foreign exchange losses 5 4
– Reversal of US Tax indemnity provision – 13
– Adjustment to deferred consideration 8 2
– Strategic project costs 3 –
Subtotal 66 79
Legal & regulatory matters – subtotal⁴ 5 15
Total pre-financing and tax 112 136
– Financing: Debt refinancing – 16
– Financing: Liquidnet interest expense on Vendor Loan Notes 1 1
Total post-financing cost 113 153
Tax relief (22) (21)
Associate write down – 11
Total 91 143
1 £2m of Business restructuring/re-domiciliation costs include legal entity separation work to operationally separate Parameta Solutions to enable it to benefit from
commercial partnerships and other venture arrangements.
2 (£7m) Remeasurement of employee long-term benefits Group credit relates to the reduction to the present value of the Group’s income protection liability.
3 £5m Liquidnet acquisition related costs mainly includes £20m impairment of customer relationship related intangible assets as a result of challenging equity market
conditions, partly offset by £16m reimbursements following the ruling of an independent arbitration on the purchase consideration which is recognised in the income
statement.
4 £5m Legal & regulatory matters mainly includes costs related to the cum-ex investigation by the Frankfurt and Cologne Public Prosecutors in Germany.
Net finance expense
The adjusted net finance expense of £49m (reported net finance
expense £50m), is comprised of £40m interest expense and £15m
of net lease financing costs, offset by £6m interest income. The £7m
reduction compared with £56m in 2021 is mainly from:
> £3m interest cost saved from liability management exercise
in 2021 redeeming 2024 Sterling Notes;
> £2m non-recurring hedging costs incurred in 2021 for Liquidnet
acquisition consideration;
> £4m interest income from higher interest on cash balances; and
> Offset by £2m increase in net lease financing costs.
Tax
The effective rate of tax on adjusted profit before tax is 25.7%
(2021: 24.9%). The effective rate of tax on reported profit before
tax is 31.9% (2021: 95.8%). The higher rate on reported profit before
tax in the prior year arose primarily due to a £16m increase in the
deferred tax liability recognised in respect of intangible assets
arising on consolidation following the announcement of a future
increase in the UK corporation tax rate, which was included within
significant items.
TP ICAP GROUP PLC Annual Report and Accounts 202224
Basic EPS
The average number of shares used for the 2022 Basic EPS
calculation is 779.1m (2021: 759.3m) which reflects 788.7m shares in
issue less 9.1m shares held by the TP ICAP plc Employee Benefit Trust
(‘EBT’) at 31 December 2021 and 0.5m of the time apportioned
movements in 2022 in shares held by the EBT used to acquire and
settle deferred share awards.
The TP ICAP plc EBT has waived its rights to dividends.
The reported Basic EPS for 2022 was 13.2p (2021: 0.7p) and adjusted
Basic EPS for 2022 was 24.9p (2021: 19.5p).
Dividend
The Board is recommending a final dividend for 2022 of 7.9p,
which, when added to the interim dividend of 4.5p, results in a total
dividend for the year of 12.4p, an increase of 31% from prior year.
This aligns to the Group’s dividend policy which targets a dividend
cover of approximately two times on adjusted post-tax earnings.
The dividend distribution during the year is typically based on a
pay-out range of 30-40% of H1 adjusted post-tax earnings with the
balance paid in the final dividend. The final dividend will be paid
on 23 May 2023 to shareholders on the register at close of business
on 14 April 2023. The ex-dividend date will be 13 April 2023.
The Company offers a Dividend Reinvestment Plan (‘DRIP’), where
dividends can be reinvested in further TP ICAP Group plc shares.
The DRIP election cut-off date will be 28 April 2023.
Group Guidance
2020 Capital Markets Day (‘CMD’) targets (for 2023)
At our CMD in December 2020 we set out financial targets for the
end of 2023. As we often highlight, it is difficult to predict future
levels of market activity, given the highly uncertain macro and
geopolitical outlook.
We are making good progress with more to do. Subject to current
market conditions continuing until the end of 2023, we expect
Parameta Solutions to exceed its contribution margin target (50%)
by the end of 2023. We anticipate Global Broking (40%) to be close
to its target, while Energy & Commodities (35%) is expected to be
relatively close to its target. At the adjusted EBIT margin level,
we expect Parameta Solutions to exceed its target (45%). Global
Broking (19%) and Energy & Commodities (15%) are expected to be
relatively close to their targets. Guidance that refers to being ‘close’
to target is defined as within one percentage point of target;
‘Relatively close’ is defined as being within one to two percentage
points of target.
A contribution margin target for the new combined Liquidnet
division has been set at 30% for 2023, and, as a result, the Group
adjusted EBIT margin target has been updated from 18% (the
original CMD target) to 14%. This reflects the impact of the
pandemic on the Group and the challenging equity market
conditions for the Liquidnet platform due to market volatility,
alongside the D2C Credit proposition moving within its targeted
3 to 6% market share range later than planned.
Our additional guidance for 2023 is as follows:
> Liquidnet synergies for end of 2023 to realise annualised cost
savings of at least £30m, an increase on the previous target
of £25m;
> Significant items in 2023 are expected to be c.£85m (pre-tax),
excluding potential income and costs associated with legal and
regulatory matters;
> The UK corporate tax rate will increase from 19% to 25% in
April 2023;
> Group net finance expense expected to be broadly in line
with 2022 despite significant increase in the interest rate
environment; and
> Dividend cover of c.2 times adjusted post-tax earnings.
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202225
Financial and operating review
continued
Performance by Primary Operating Segment (Divisional basis)
The Group presents below the results of its business by Primary Operating Segment with a focus on revenues and alternative performance
measures (‘APMs’) used to measure and assess performance.
2022
GB
£m
E&C
£m
LN
£m
PS
£m
Corp/
Elim
£m
Total
£m
Revenue
– External 1,229 384 325 177 – 2,115
– Inter-division¹ 22 3 – – (25) –
1,251 387 325 177 (25) 2,115
Total front office costs
– External (780) (263) (246) (63) – (1,352)
– Inter-division¹ – – – (25) 25 –
(780) (263) (246) (88) 25 (1,352)
Contribution 471 124 79 89 – 763
Contribution margin 37.6% 32.0% 24.3% 50.3% – 36.1%
Net management and support costs
– Management and support costs (224) (65) (78) (8) (43) (418)
– Other operating income 2 – – – 10 12
Adjusted EBITDA⁵ 249 59 1 81 (33) 357
Adjusted EBITDA margin 19.9% 15.2% 0.3% 45.8% n/m 16.9%
– Depreciation and amortisation (36) (10) (25) (2) (9) (82)
Adjusted EBIT⁵ 213 49 (24) 79 (42) 275
Adjusted EBIT margin 17.0% 12.7% (7.4)% 44.6% n/m 13.0%
Average broker headcount 1,856 632 149 n/a n/a 2,637
Average sales headcount – – 318 n/a n/a 318
Revenue per broker (£’000)² 662 608 879 n/a n/a 659
Contribution per broker (£’000)² 254 196 151 n/a n/a 236
2021 (reported currency)
GB²
£m
E&C
£m
LN²
,
⁴
£m
PS²
£m
Corp/
Elim
£m
Total
£m
Revenue
– External 1,088 367 261 149 – 1,865
– Inter-division¹ 19 3 – – (22) –
1,1 07 370 261 149 (22) 1,865
Total front office costs
– External (694) (248) (170) (51) – (1,163)
– Inter-division¹ – – – (22) 22 –
(694) (248) (170) (73) 22 (1,163)
Contribution 413 122 91 76 – 702
Contribution margin 37.3% 33.0% 34.9% 51.0% – 37.6%
Net management and support costs
– Management and support costs (200) (63) (63) (8) (63) (397)
– Other operating income 2 – – – 8 10
Adjusted EBITDA⁵ 215 59 28 68 (55) 315
Adjusted EBITDA margin 19.4% 15.9% 10.7% 45.6% n/m 16.9%
– Depreciation and amortisation (29) (9) (25) (2) (17) (82)
Adjusted EBIT⁵ 186 50 3 66 (72) 233
Adjusted EBIT margin 16.8% 13.5% 1.1 % 44.3% n/m 12.5%
Average broker headcount 1,971 652 147 n/a n/a 2,770
Average sales headcount – – 234 n/a n/a 234
Revenue per broker (£’000)³ 552 563 695 n/a n/a 562
Contribution per broker (£’000)³ 210 187 158 n/a n/a 202
TP ICAP GROUP PLC Annual Report and Accounts 202226
2021 (constant currency)
GB²
£m
E&C
£m
LN²
,
⁴
£m
PS²
£m
Corp/
Elim
£m
Total
£m
Revenue
– External 1,14 4 393 275 164 – 1,976
– Inter-division¹ 20 3 – – (23) –
1,1 64 396 275 164 (23) 1,976
Total front office costs
– External (729) (266) (182) (55) – (1,232)
– Inter-division¹ – – – (23) 23 –
(729) (266) (182) (78) 23 (1,232)
Contribution 435 130 93 86 – 74 4
Contribution margin 37.4% 32.8% 33.8% 52.4% – 37.7%
Net management and support costs
– Management and support costs (207) (65) (72) (12) (56) (412)
– Other operating income 2 – – – 8 10
Adjusted EBITDA⁵ 230 65 21 74 (48) 342
Adjusted EBITDA margin 19.8% 16.4% 7.7 % 45.1% n/m 17.3%
– Depreciation and amortisation (36) (11) (28) – (12) (87)
Adjusted EBIT⁵ 194 54 (7) 74 (60) 255
Adjusted EBIT margin 16.7% 13.6% (2.5)% 45.1% n/m 12.9%
Average broker headcount 1,971 652 147 n/a n/a 2,770
Average sales headcount – – 234 n/a n/a 234
Revenue per broker (£’000)³ 580 603 722 n/a n/a 592
Contribution per broker (£’000)³ 221 199 166 n/a n/a 213
GB = Global Broking; E&C = Energy & Commodities; LN = Liquidnet; PS = Parameta Solutions, Corp/Elim = Corporate Centre, eliminations
and other unallocated costs.
1 Inter-division charges have been made by Global Broking and Energy & Commodities to reflect the value of proprietary data provided to the Parameta Solutions division.
The Global Broking inter-division revenue and Parameta Solutions inter-division costs are eliminated upon the consolidation of the Group’s financial results.
2 Post Trade Solutions revenue and front office costs have been reclassified from Parameta Solutions to Global Broking and Liquidnet. Post Trade Solutions revenue reported
in 2021 of £17m has been reclassified as follows: Rates (Global Broking): £15m & Liquidnet Platform: £2m. Post Trade Solutions front office costs reported in 2021 of £10m has
been reclassified as follows: Rates (Global Broking): £(9)m & Liquidnet Platform: £(1)m. MidCap Partners revenue reported in 2021 of £13m (with front office costs of £9m)
has been reclassified out of Global Broking and into Liquidnet.
3 Revenue and contribution per broker are calculated as external revenue and contribution of Global Broking, Energy & Commodities and Liquidnet division, excluding the
Liquidnet Platform, divided by the average brokers for the year. The Group revenue and contribution per broker excludes revenue and contribution from Parameta Solutions
and Liquidnet.
4 2021 includes Liquidnet Platform post acquisition results from 23 March 2021, the date the transaction completed
5 Adjusted EBITDA and Adjusted EBIT for each division has been restated to remove the IFRS 16 interest charge, previously charged to divisional Adjusted EBIT.
The restatement aligns with IFRS statutory reporting where the IFRS 16 interest cost is disclosed within Group finance costs.
Global Broking
Global Broking revenue of £1,251m (which represents 59% of total
Group revenue) was 7% higher (13% higher in reported currency)
than 2021, reflecting increased market volatility across all asset
classes and all regions.
Revenue from Rates increased by 7% to £566m. Rates is our most
profitable asset class and represents 45% of Global Broking
revenue, and 27% of Group revenue. After more than a decade of
low interest rates, 2022 saw a return to interest rate movements
across most economies. Revenue in FX & Money Markets increased
by 9% to £302m in 2022. Revenue from Credit increased by 8% to
£118m, whilst Equities increased by 7% to £243m.
Front office costs, which are largely variable with revenue, of £780m
were 7% higher than 2021. Lower average broker headcount, cost
savings during the year, and a shift towards higher margin business
resulted in higher profitability. The resulting contribution margin
was 37.6% compared with 37.4% in 2021 (37.3% on a reported
basis), including the £20m P&L charge relating to Russian exposures.
Excluding this charge, the contribution margin was 39.2%.
Management and support costs of £224m were 8% higher than
2021 due to increased investment in the roll-out of Fusion, our
electronic platform. Depreciation and amortisation expense of
£36m was flat to prior year.
The adjusted EBIT of £213m resulted in an adjusted EBIT margin of
17.0% (2021: £194m, 16.7% in constant currency, £186m and 16.8%
in reported currency).
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202227
Financial and operating review
continued
1 As previously announced in our Q3 Trading Update on 1 November 2022, the
Liquidnet division includes the Liquidnet platform (the acquired business), COEX
Partners, ICAP Relative Value, and from 1 October 2022 onwards, MidCap
Partners (following the transfer from Global Broking).
Energy & Commodities
Energy & Commodities revenue of £387m in 2022 was 2% lower
than in 2021 (5% higher on a reported basis), due to challenges in
the European Gas and Power market. The number of oil, gas and
other energy products traded on the Intercontinental Exchange
(‘ICE’) reduced by 4% in 2022.
The major reduction in the supply of gas from Russia led to sharp
price rises for gas and power. This resulted in increased margin
requirements for clients and a severe contraction in OTC bilateral
credit lines leading to reduced trading activity. Gas prices have
trended down from the extreme highs in the summer but are still
many times higher than the historical average. Oil revenue has
been more resilient in the US and Asia where the impact of the
war has been less pronounced than in Europe.
Revenue growth from our environmentals business slowed in the
second half; clients were focused on managing the volatility from
the war in Ukraine, rather than the energy transition. Revenue
growth outperformed exchange volumes.
Front office costs of £263m were 1% lower. This resulted in a
contribution margin of 32.0% (2021: 32.8% in constant currency
and 33.0% in reported currency).
Management and support costs of £65m were flat from 2021,
while depreciation and amortisation decreased by £1m.
The adjusted EBIT was £49m in 2022, with an adjusted EBIT margin
of 12.7% (2021: £54m and 13.6% in constant currency, £50m and
13.5% in reported currency) with the lower revenue more than
offsetting the decline in total costs.
Liquidnet Division¹
At £325m, Liquidnet’s revenue (15% of total Group revenue) was
up 18%. This includes a full-year contribution from the acquired
Liquidnet platform compared to nine months in 2021 (the acquisition
completed March 2021).
The Liquidnet equities platform experienced challenging market
conditions during the year, including high levels of volatility,
leading to subdued volumes in larger block trading. In the US, block
market volumes by the top 5 Agency Alternative Trading System
(‘ATS’) venues were flat, while in Europe, Large in Scale (‘LIS’)
transaction volumes decreased by 15%. These are the two market
segments in which Liquidnet is most active. Liquidnet’s block
market share within the top 5 Agency ATS venues moved from
24.8% in 2021 to 23.2% in 2022. Our European market share of
LIS transactions went from 29.1% to 27.7%.
The rest of the division delivered a strong performance, driven by
the Relative Value business as well as from growth in Rates, Futures
and FX.
Front office costs of £246m increased 35%, reflecting a full year
of Liquidnet platform costs and investment to drive future organic
growth in the business. The resulting contribution was £79m
(2021: £93m in constant currency and £91m in reported currency)
with a contribution margin of 24.3% (2021: 33.8% in constant
currency and 34.9% in reported currency).
Management and support costs were £78m in 2022 compared with
£72m for nine months of ownership in 2021.
The adjusted EBIT was £(24)m and the adjusted EBIT margin was
(7.4)% (2021: £(7)m and (2.5)% in constant currency and £3m and
1.1% in reported currency).
TP ICAP GROUP PLC Annual Report and Accounts 202228
Parameta Solutions²
Revenue of £177m was 8% higher than the prior year. 95% of
total Parameta Solutions revenue is subscription-based, and
therefore recurring.
Parameta Solutions is benefitting from the successful delivery of
its sales strategy, including the establishment of a Global Strategic
Accounts function, client segmentation and revenue diversification.
53 new clients were onboarded in 2022, 90% of which were
non-sell-side clients including buy-side, corporates, professionals
services and energy and commodities firms. This has been
supported by the direct to client distribution strategy where an
online product inventory enables clients to explore content. Clients
are licensing historical, intraday and streaming multi-brand data,
set up to be delivered directly into their cloud environment or
data warehouse.
ClearConsensus, our independent price verification tool that
allows clients to manage risk and optimise capital allocation, has
made good progress with additional dealers participating in the
proposition. Client data onboarding has taken longer than initially
anticipated which has delayed revenue generation to 2023.
Following benchmark administrator authorisation, Parameta
Solutions now has licensed clients paying for use of its benchmarks
for issuance activity.
Parameta Solutions onboarded its first client, a prominent bank
in Asia, on its Transaction Cost Analysis (‘TCA’) platform. The rates
evaluated pricing service was launched for non-linear rates with
further expansion of the service scheduled for 2023.
Parameta Solutions has announced two further commercial
partnerships in key high growth areas. The first is with Numerix,
a global leading OTC analytics and derivatives pricing company
where the business will work with them to develop an OTC
Derivatives Valuation service. The second partnership is with
General Index, a challenger benchmark provider in commodity
markets, focused on launching indices covering EU LNG markets.
Front office costs of £88m increased by 13%. The resulting
contribution was £89m, at a contribution margin of 50.3%
(2021: 52.4% in constant currency and 51.0% in reported currency).
Management and support costs were £8m in 2022 compared with
£12m in 2021.
The adjusted EBIT, also taking into account FX gains and losses,
was £79m, which is a margin of 44.6% (2021: £74m and 45.1% in
constant currency, £66m and 44.3% in reported currency).
Cash flow
The table below shows the changes in cash and debt for the year
ending 31 December 2022 and 31 December 2021.
£m
2022
£m
2021
£m
EBIT reported 163 97
Depreciation, amortisation and
other non-cash items 178 165
Change in Net Matched Principal
balances 27 (36)
Movements in working capital 62 (17)
Taxes and Interest paid (106) (98)
Operating cash flow 324 111
Capital expenditure (53) (58)
Disposal of property, plant and
equipment 12 –
Acquisition consideration paid – (451)
Cash acquired with acquisition – 202
Deferred consideration paid on
prior acquisitions (10) (14)
(Purchase)/sale of financial assets (50) 11
Other investing activities 23 21
Investing activities (78) (289)
Net proceeds from rights issue – 309
Dividends paid to shareholders (78) (47)
Net funds received from issuance of
2028 Sterling Notes – 247
Repayment of 2024 Sterling Notes
including premium – (200)
Repayment of loan from related
party (47)
Other financing activities (38) (13)
Financing activities (163) 296
Change in cash 83 118
Foreign exchange movements 38 –
Cash at the beginning of the period 767 649
Cash at the end of the period 888 767
2 In previous reporting, Parameta Solutions included data and analytics (‘D&A’)
and Post Trade Solutions (‘PTS’). The Matchbook and ClearCompress brands
within PTS are now reported under Global Broking, while e-Repo is now reported
in the Liquidnet division.
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202229
Financial and operating review
continued
The Group’s net cash inflow from operating activities increased
to £324m from £111m in 2021 driven primarily by the following:
> Reported EBIT increased by £66m to £163m compared with 2021;
> £27m cash inflow (2021: outflow of £36m) from changes in
matched principal financial assets and liabilities;
> £62m cash inflow (2021: outflow of £17m) from movements in
working capital including an additional £47m bonus accruals and
£15m of trade and other payables as well as £12m decrease in
stock lending balances; this was partly offset by a £24m increase
in trade and other receivables; and
> £106m cash outflow (2021: outflow of £98m) from taxes and
interest paid comprises of £51m taxes and £55m interest
payments. Tax payments increased by £12m in line with increased
profit and interest payments reduced by £4m as a result of
refinancing activity in 2021 at lower interest rates.
The key investing activities in the year were:
> £53m capital expenditure mainly represents technology and
strategic project spend. This compared with £58m in 2021
which included office development expenditure;
> £12m cash inflow from the disposal of a freehold property
in Paris;
> £50m financial assets outflow driven by the purchase of
additional financial assets held as collateral; and
> £23m other investing activities mainly includes dividends from
associates and joint ventures.
The primary financing activities in the year were:
> £78m dividend paid to shareholders comprised of the 2021 final
dividend of 5.5p and 2022 interim dividend of 4.5p paid in 2022;
> £47m repayment of the loan drawn down from the Totan credit
facility; and
> £38m other financing activities mainly include finance lease
capital repayments.
Foreign exchange gain:
> The weakening of GBP, particularly against the USD in 2022, has
resulted in a retranslation gain of £38m.
As a result of the above, the Group’s cash balance increased by £121m.
Debt finance
The composition of the Group’s outstanding debt is summarised below.
At 31 December
2022
£m
At 31 December
2021
£m
5.25% £247m Sterling Notes
January 2024¹ 253 252
5.25% £250m Sterling Notes
May 2026¹ 250 250
2.625% £250m Sterling Notes
November 2028¹ 248 248
Loan from related party
(RCF with Totan) – 51
Revolving credit facility drawn –
banks – –
3.2% Liquidnet Vendor Loan Notes 43 38
Overdrafts – 17
Debt (used as part of net
(funds)/debt) 794 856
Lease liabilities 279 286
Total debt 1,073 1,142
1 Sterling Notes are reported at their par value net of discount and unamortised
issue costs and including interest accrued at the reporting date.
The Group’s gross debt, excluding lease liabilities, has decreased to
£794m as a result of the repayment of the related party loan of
£51m, and a £17m decrease in settlement overdrafts at 31 December
2022 compared with 31 December 2021.
The Group refinanced its main bank revolving credit facility in
May 2022 increasing its capacity to £350m and with a new initial
maturity of May 2025. As at 31 December 2022, this facility was
undrawn. The Group also has access to a Yen 10bn Totan facility
that, as at 31 December 2022, was undrawn and has a maturity of
February 2025.
TP ICAP GROUP PLC Annual Report and Accounts 202230
Exchange rates
The income statements and balance sheets of the Group’s
businesses whose functional currencies are not GBP are translated
into GBP at average and period end exchange rates respectively.
The most significant exchange rates for the Group are the USD and
the Euro. The Group’s current policy is not to enter into formal
hedges of income statement or balance sheet translation
exposures. Average and period end exchange rates used in the
preparation of the financial statements are shown below.
Foreign exchange translation has been a tailwind for the Group in
2022, caused largely by GBP depreciation against the USD, with
approximately 60% of Group revenue and approximately 40% of
costs in USD, resulting in a currency mismatch. The average and the
period end GBP:USD rate weakened 10% year-on-year.
Average 2022 2021
US Dollar $1.24 $1.38
Euro €1.18 €1.16
Period End 2022 2021
US Dollar $ 1.19 $1.32
Euro €1.16 €1.18
Pensions
The Group has one defined benefit pension scheme in the UK that
is currently in the process of being wound up. The wind-up of the
Scheme commenced in 2019. During the year the Trustee completed
the buy-out of the Scheme’s principal pension liabilities, a process
that transferred each pension obligation from the Scheme to
Rothesay Life. The remaining Scheme’s obligations are expected to
be settled in Q2 2023 allowing the wind-up to be completed.
Under UK legislation, once a Scheme commences wind-up, the
assets of the Scheme pass unconditionally to the Trustee to enable
it to settle the Scheme’s liabilities. As a result, the Group applies the
requirement of IFRIC 14, fully restricting the Group’s recognition of
the £45m (31 December 2021: £46m) net surplus by applying an
asset recognition ceiling. Changes as a result of the application
of the asset ceiling are recorded in Other Comprehensive Income.
During the wind-up period, the Group continues to restrict the
recognition of the net surplus. Any benefits augmented during this
time represent a past service cost and are recorded as a significant
item in the Income Statement as and when such benefits are
agreed. Costs associated with the settlement of the Scheme’s
liabilities will also be recorded as a significant item in the Income
Statement as and when incurred. There were £1m past service and
settlement costs in 2022 (2021: £1m).
Following the final settlement of the Scheme’s liabilities and costs,
the Scheme will be wound up, and the Group expects to receive
the remaining asset, subject to applicable taxes at that time,
currently 35%.
Regulatory capital
Since February 2021, Group level regulation falls under the Jersey
Financial Services Commission. The FCA is the lead regulator of the
Group’s EMEA businesses, which are sub-consolidated under a UK
holding Company, for which the consolidated capital adequacy
requirements under the Investment Firms Prudential Regime
(‘IFPR’) apply. This sub-group maintains an appropriate excess
of financial resources.
Many of the Group’s broking entities are regulated on a ‘solo’
basis, and are obliged to meet the regulatory capital requirements
imposed by the local regulator of the jurisdiction in which they
operate. The Group maintains an appropriate excess of financial
resources in such entities.
Climate change considerations
We are in the process of considering how material climate-related
issues affect our business strategy. In 2022, this has been carried
forward by engagement with senior management across the
business. A high-level climate change impact assessment has
highlighted areas of exposure across our key sites and business
operations. We have also strengthened our understanding of the
exposure of our largest suppliers to climate change and the level
of their own emissions.
Our understanding of the impact of climate change grew as a
result of our engagement in 2022. By the end of 2023, following the
completion of a detailed qualitative, and quantitative scenario
analysis, we expect to have mapped out how climate-related issues
could affect financial performance (eg revenue, costs) and financial
position (eg assets, liabilities) and to have that understanding
inform our business plans.
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202231
Our market
CONNECTING TRENDS, INSIGHTS AND ACTIONS
Understanding the key industry trends
that affect our business means we are well
positioned to seize market opportunities.
TP ICAP GROUP PLC Annual Report and Accounts 202232
TREND 1:
ELECTRONIFICATION OF FIXED
INCOME MARKETS CONTINUES,
BUT DEMAND REMAINS FOR
VOICE BROKING
TREND 2:
EVOLVING REGULATORY
LANDSCAPE
The trend of electronification of the Fixed Income market
continues. This is being driven by the increased acceptance of
automating trade execution, wider use of algorithmic trades,
and greater prevalence of programme trading. Multiple new
technologies and trading platforms have been launched and
are being more widely utilised (eg LedgerEdge, an electronic
corporate bond trading platform, launched in May 2022).
However, the role of the broker continues to be vital in ensuring
effective market infrastructure. As The Trade (2022)¹ states,
“human-to-human interaction remains a crucial part of fixed
income trading – a facet that cannot be fully automated”.
In 2022, there were several major macroeconomic events that
caused significant market volatility. These included the conflict
in Ukraine, the energy crisis, the high inflationary environment
that triggered central banks to raise interest rates sharply, and
the greater than anticipated slowdown in China.
In a publication from the IMF², Dodd (2017) suggested inter-
dealer brokers, “help market participants get a deeper view of
the market”. This can significantly benefit clients looking to trade
in and out of certain holdings, particularly if their position is
illiquid and/or complex and in periods of heightened volatility
with substantial price fluctuations. It is in these markets that a
strong broking franchise, with access to multiple deep liquidity
pools, is able to generate strong value for its clients.
With heightened market volatility, regulator expectations have
continued to evolve with most regulatory bodies combining
a conservative view with a more proactive approach.
In April 2022, the UK’s Financial Conduct Authority (‘FCA’)
set out its three-year results focused strategy. This included a
statement from its CEO that the FCA will use, “our enforcement
and intervention powers more actively, pushing the boundaries
where we need to.”³
In May 2022, the European Central Bank (‘ECB’) published initial
findings of its desk-mapping study that reviewed risk management
practices of trading desks. It found 21% required “targeted
supervisory action.” Later in October, the European Commission
proposed fundamental regulatory reform on bank branches
operating in a third country (third country branches or TCBs)⁴.
In the USA, The Trade reports that the SEC will continue to
propose new regulations on fixed income trading to address
pre- and post-trade transparency and electronic platform rules.
What does it mean for TP ICAP?
Recognising the advance of electronification, we are
transforming to future proof our core broking proposition.
Developing and deploying Fusion provides clients and brokers
with an electronic platform that aggregates multiple liquidity
pools across asset classes. We believe the role of brokers will
continue to be critical for market participants. The Fixed Income
market is unlikely to evolve into a fully-automated, electronified
system, particularly with products that are more tailored and
less liquid (eg an interest rate swap with an unusual maturity).
We will therefore continue to serve clients by providing an
electronic offering, complemented by the value that voice
broking provides.
What does it mean for TP ICAP?
TP ICAP has a global presence with offices in 28 countries, each
supervised by a different regulator under a different jurisdiction.
With regulatory oversight evolving as outlined above, TP ICAP
continues to maintain strong relations with its regulators.
Dedicated teams monitor and maintain the firm’s regulatory
compliance. We have also continued to invest in this area by
adding new hires dedicated to regulatory compliance, and by
engaging with consultants to ensure standards are being met
from an independent perspective.
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TP ICAP GROUP PLC Annual Report and Accounts 202233
Our market
continued
TREND 3:
DEMAND FOR MARKET DATA
CONTINUES TO GROW
TREND 4:
GREATER FOCUS ON CLIMATE
CHANGE
Demand for data and analytics has continued to grow. Burton
Taylor estimates global spend in market data and analysis could
grow up to 14% in 2022, after already increasing 7.4% in 2021⁵.
This growth has been accelerated by greater adoption of Artificial
Intelligence to process and analyse data more efficiently and
effectively. In addition, increased acceptance of new technology
to manage and store data ‘in the cloud’ has facilitated more agile
working, is a cheaper, more flexible solution to data access,
and mitigates some of the previous challenges with physical
‘on-premises’ technology. In addition, the rise of ESG (Burton
Taylor estimates ESG indices grew c.80% in 2021⁵) has driven
a spike in the demand for ESG-related data.
All these trends illustrate an expanded use case of market data
and ultimately, the value of having access to the underlying
data. A study by PwC suggested “organisations have rightly
started to fear big data players”⁶ given the high concentration
in valuable data ownership. As a result, owners and producers
of proprietary data are in a prime position as they control how
their data is distributed and utilised thereafter.
From 1 January 2022, UK-listed companies, banks and insurers
are required to report on climate change-related matters,
including statements and policies consistent with the Task Force
on Climate-related Financial Disclosures (‘TCFD’). Further to this,
the Financial Reporting Council (‘FRC’), on behalf of the FCA,
provided guidance in July 2022 on how companies should
approach assessing and reporting climate-related risks and
opportunities from a governance, strategy, risk management,
and metrics and targets perspective.
Similar measures are being implemented in Europe with the
European Commission requiring similar ‘Level 2’ Sustainable
Finance Disclosures Regulation (‘SFDR’) reporting from January
2023 for banks, asset managers, insurers and investment firms,
with the standard to apply to a broader group of companies
in the following years. ESG-related disclosure obligations for the
US and the rest of the world (including Asia) are likely to follow
in due course, although nothing to date has been formally
announced by regulators in these regions.
What does it mean for TP ICAP?
TP ICAP’s data and analytics division Parameta Solutions is the
world’s leading provider of scarce, neutral, over-the-counter
pricing data. The division has continued to deliver strong,
consistent financial performance by offering a comprehensive
suite of data products and services, derived predominantly from
TP ICAP’s broking divisions, and by adapting to client needs as
they change. For example, Parameta Solutions developed an
inflation benchmark product in response to the high inflationary
environment around the globe.
As our electronic platform, Fusion, is rolled out to more broking
desks with greater adoption of electronic trading, Parameta
Solutions will have access to additional, more enriched data points.
As the owner of the underlying proprietary data via TP ICAP’s
broking divisions, Parameta Solutions has been able to successfully
leverage its position and differentiate itself from competitors,
evident by its continued strong financial performance.
What does it mean for TP ICAP?
As a UK-listed company, TP ICAP must comply with climate-
related reporting requirements set by the FCA. We have duly set
out our TCFD report in the Sustainability chapter on page 50.
In 2023, we will continue to improve our approach to embedding
the TCFD framework. We have a detailed work plan in place that
will be executed throughout the year.
Outside of our reporting obligations, we also recognise the
emergence of new opportunities that climate change brings.
Specifically, we can play a key role in providing the market
infrastructure, liquidity and data solutions necessary to help
clients advance their transition journeys.
Our renewable energies broking desks in Energy & Commodities,
and the dedicated environmental offering from Parameta
Solutions, are just two examples of solutions we have developed
in this space. As markets continue to evolve and new products
emerge, we will ensure we remain well positioned to meet our
clients’ needs.
TP ICAP GROUP PLC Annual Report and Accounts 202234
TREND 5:
CENTRAL BANKS TIGHTENED
MONETARY POLICIES GIVEN
THE HIGH INFLATIONARY
ENVIRONMENT
Financial markets have experienced a prolonged period of
abundant liquidity. This was a consequence of central banks
around the world implementing stimulus measures since the
Global Financial Crisis, and more recently to mitigate shocks
caused by the COVID-19 pandemic.
However, as the world emerges from the pandemic, things have
changed. Many economies are facing high inflation induced by
disruptions in global supply chains and geopolitical tensions.
To restrict inflation within a reasonable threshold and preserve
price stability, central banks have been prompt to tighten
monetary policies. Amongst others, the Federal Reserve,
European Central Bank and Bank of England have all markedly
increased interest rates.
The era of quantitative easing and ‘easy money’ seems to
have ended.
What does it mean for TP ICAP?
A market with higher interest rates, a healthy degree of volatility
and market participants holding differing views helps to create
a more shapely yield curve than previously observed. This
positions TP ICAP well for greater trading volume across our
interest rate derivative desks. In addition, as the world’s largest
inter-dealer broker, with one of the largest aggregated high-
quality liquidity pools, TP ICAP is well placed to facilitate more
activity as central banks seek to withdraw liquidity from the
financial markets.
The current inflationary environment causes upward cost
pressure for any business. At TP ICAP, our cost base benefits from
the multi-year nature of certain non-staff costs. We will also
continue our efforts to manage our cost and capital closely and
efficiently, including, but not limited to, an ongoing optimisation
of our real estate footprint.
1 The Trade.
2 International Monetary Fund.
3 Financial Conduct Authority.
4 ECB Banking Supervision.
5 Burton Taylor’s Market Data Boon Nov 2022 Report.
6 PwC.
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202235
Our strategy and KPIs
Case study
Transforming our business
Fusion is TP ICAP’s award-winning electronic platform. It is a key
initiative through which we are transforming our business and
future proofing our core broking proposition.
Fusion
Fusion gives clients access to the aggregated liquidity of TP ICAP’s
global brands. This deep, high quality, liquidity pool enables clients
to discover prices effectively and be confident in their capability to
transact. Greater liquidity also drives trade volumes and can
minimise pricing and spread risk, which in turn generates better
value for clients.
A key feature of the platform is the seamless user experience of a
single sign on that connects the client to multiple products, across
multiple asset classes. The platform offers a consistent look and
feel, that still allows for a customisable front-end screen.
Our brokers sit at the heart of Fusion, drawing on its range of
capabilities to construct the most relevant liquidity solutions to best
service clients’ needs.
By developing a proprietary electronic platform that enhances
and complements our traditional voice broking franchise, we are
diversifying our revenue profile by offering clients alternative
hybrid and low-touch service offerings. Revenues generated
through Fusion are also more sustainable as client adoption grows
and clients and brokers become more familiar with the Fusion
technology and its value.
Trades executed on Fusion also generate a richer data source for our
data and analytics division, Parameta Solutions, enabling them to
develop new, innovative data solutions.
Focus on Fusion FX
Fusion FX is the platform that gives clients access, via a single
sign on, to the aggregated global liquidity of the entire range of
TP ICAP’s FX products.
Fusion FX provides clients the optionality to automate their
workflow by connecting directly via API, or use the Fusion FX screen
with its ‘drag and drop’ functionality. With the Fusion FX screen,
clients can view and execute trades in multiple venues operated
by TP ICAP across Americas, Asia Pacific and EMEA regions.
FX Options were launched on Fusion FX in 2020. In 2022, c.40% of
TP ICAP’s revenue in FX Options was generated through Fusion FX.
With encouraging initial client engagement, TP ICAP is ready to
launch two venues for Asian one-month Non-Deliverable Forwards
(‘NDF’). Looking ahead, we plan to also launch Crypto NDF and
other FX products onto Fusion as we continue to execute our
strategic roadmap to transform our business.
CONNECTED CONTENT
Strategic execution
A progress update on the delivery of our three
strategic priorities can be found in the CEO review.
Page 12
OUR STRATEGY
Our vision is to be the world’s most trusted,
and innovative, liquidity and data solutions
specialist. To achieve this, we are focused
on the delivery of three strategic priorities:
transforming our business, diversification,
and dynamic capital management.
TP ICAP GROUP PLC Annual Report and Accounts 202236
Revenue growth
Reported (%)
2022 13%
2021
4%
2020
-2%
2019
4%
KPI definition
Revenue growth is defined as the annual growth of total reported
revenues. Group revenues are shown on page 18.
Comment
Our core revenue growth is driven by transactional volumes that
reflect wider market conditions. The Group delivered a strong
financial performance through an uneven macroeconomic
environment, and against a backdrop of increased market volatility
and secondary trading volumes. Group revenues increased +13%
year-on-year on a reported basis (+7% on a constant currency
basis), reflecting the first full year performance of acquired
Liquidnet platform.
Adjusted operating profit (EBIT) margin
Reported (%)
2022 13.0%
2021
12.5%
2020
15.2%
2019
15.2%
KPI definition
Adjusted operating profit margin is calculated by dividing adjusted
operating profit by revenue for the period. A reconciliation of
adjusted operating profit to statutory operating profit is shown
on page 167.
Comment
Adjusted operating profit margin is a measure of business
profitability and is principally driven by revenue, broker and
support staff compensation and other administrative expenses.
The adjusted operating profit margin for 2022 increased by 0.5%
relative to 2021.
Contribution
Reported (£m)
2022 763
2021
702
2020
680
2019
694
KPI definition
Contribution is calculated as revenue less broker compensation and
other front office costs. It also includes the revenue of Parameta
Solutions less direct costs. See contribution section on page 26.
Comment
Contribution is another measure of business profitability, captured
at the divisional level. It provides an indication of business division
financials before management support costs. Including Liquidnet,
Group contribution improved by 8% increasing from £703m in 2021
to £763m in 2022.
Adjusted earnings per share (EPS)
Reported (p)
2022 24.9
2021
19.5
2020
29.3
2019
30.2
KPI definition
Adjusted earnings per share is calculated by dividing the adjusted
profit after tax by the basic weighted average number of shares
in issue. See adjusted EPS section on page 219.
Comment
Over the long term, growth in shareholder value and returns are
linked to growth in adjusted EPS, which measures the adjusted
profitability of the Group after tax and interest costs.
KEY PERFORMANCE INDICATORS
Our KPIs are Alternative Performance
Measures as defined by European
Securities and Markets Authority
(‘ESMA’). We provide these to offer
additional insights into the Group’s
financial results.
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202237
Our business model
Our Purpose
To provide clients with access to global
financial and commodities markets,
improving price discovery, liquidity
and distribution of data, through
responsible and innovative solutions.
What we do
Through our people and technology,
we connect clients to superior liquidity
and data solutions.
Our strengths –
how we drive value
creation:
• Deep liquidity pools
• Provider of scarce market data
• Global network
• Full range of broking protocols
• Broker-led market insight
• Award-winning technology
• Trusted client relationships
• Strong conduct and client-first culture
• Premium brands
Buyers of financial products
£1,938m
(92% of Group revenue)
We carry out our broking
activities according to three
main models:
Name Passing/
Name Give-Up
£1,302m
(approximately 67% of broking
and agency execution revenue)
Where the Group identifies and
introduces buyers and sellers
who then complete the
transaction between themselves
at mutually acceptable terms.
£177m
(8% of Group revenue)
OUR BUSINESS MODEL GENERATES
VALUE IN TWO WAYS:
01
We generate commission revenue by
providing broking and agency
execution services
02
We generate subscription-based
revenue by constructing and selling
data-led solutions
TP ICAP GROUP PLC Annual Report and Accounts 202238
We create value for…
Clients
Superior liquidity and data solutions.
Shareholders
Sustainable returns and value creation.
Employees
Nurturing and retaining talent.
Regulators
Strong governance and oversight.
Suppliers
Sustained partnerships.
Community
Making a positive impact through
colleague fundraising and volunteering.
Environment
Reducing our carbon emissions and
supporting our clients on their transition
journeys to a low-carbon economy.
Sellers of financial products
Matched
Principal
£400m
(approximately 21% of broking
and agency execution revenue)
Where the Group is the
counterparty to both the buyer
and seller of a matching trade
(we hedge every client trade
with an equal transaction), and
maintain client anonymity.
Executing
Broker
£236m
(approximately 12% of broking
and agency execution revenue)
Where the Group executes
transactions on certain
regulated exchanges in respect
of client buy or sell orders, and
then ‘gives-up’ the trade to the
relevant client.
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TP ICAP GROUP PLC Annual Report and Accounts 202239
Stakeholder engagement
The Board is committed to actively
engaging with its stakeholders to
ensure their interests are considered
in Board discussions and decisions,
promoting the success of the Company
for the benefit of its members as
a whole.
Details of how the Board has engaged with its key stakeholders and
considered their interests in Board discussions and decision-making,
can be found on this page.
Our stakeholders
The Nominations & Governance Committee reviewed and
considered TP ICAP’s stakeholders during the year and determined
that the Company’s key stakeholder groups remain: employees,
shareholders, clients, regulators and suppliers. The Board tailors its
engagement approach for each key stakeholder group to foster
effective and mutually beneficial relationships and maintain a
reputation for high standards of business conduct. Further details
on these and the main methods we use to engage with them are set
out on pages 42 to 49.
In addition, community and climate-related matters are considered
key areas of importance by the Board. Tracy Clarke, the ESG
Engagement Non-executive Director, helps ensure that the Board
is having the right conversations and considers the environmental
and societal impact of its decisions alongside other key stakeholders.
You can read more on this and our wider approach to sustainability
in the Sustainability chapter on page 50.
Consequences of decisions in the long term
The Board recognises the importance of considering the likely
consequences of its decisions in the long term, and has demonstrated
this as part of its deliberation of the Group’s strategy and business
model as set out on pages 38 to 39. The Board held regular strategic
sessions during 2022, including a full day session in May, to consider
the long-term strategic direction of the Group. As a part of these
strategic discussions, the Board considered the market and industry
trends and the potential impacts on stakeholders. The Board’s key
strategic priorities and areas are summarised on pages 89 and 96
and detailed throughout this stakeholder engagement section.
Impact on our communities
The Board recognises the Group’s responsibility to be a good
corporate citizen, which contributes positively to the communities
in which we operate and the wider environment. We have multiple
initiatives in place to support these aims. You can read more on our
communities in the Sustainability chapter on page 50.
Employees
Shareholders
Communities
Clients
Regulators
Suppliers
Our
stakeholders
Section 172(1) statement (including principal decisions and
engagement with stakeholders)
TP ICAP Group plc is a Jersey registered company and therefore
its Directors are not subject to UK Companies Act 2006
requirements. This includes section 172(1) and sections 414CA
and 414CB of the UK Companies Act 2006. On this basis we
have not included a Non-Financial Information Statement in
this Annual Report and Accounts.
Nevertheless, the Board of Directors confirms that during the
year ended 31 December 2022 it has acted in a way that it
believes promotes the long-term success of the Company for the
benefit of its members as a whole, recognising that a broad
range of stakeholders are material to the long-term success of
the business, whilst having due regard to the matters set out in
section 172(1) of the UK Companies Act 2006.
Details of how this has been achieved and the ways in which the
Board has engaged with our identified stakeholders, the outcomes
of this engagement and the consideration of stakeholder
interests in strategic decisions promoting the long-term
sustainable success of the Company are set out on pages 42 to
49 and integrated throughout the Governance report. A similar
statement will be reported in the statutory accounts for each of
our active UK subsidiaries subject to UK Companies Act 2006
requirements for the year ended 31 December 2022.
TP ICAP GROUP PLC Annual Report and Accounts 202240
Fostering business relationships
Clients are fundamental to our business and represent our most
significant business relationships. The Executive Directors and
management undertake frequent client engagement. This
feedback is considered as part of the Group’s strategy setting and
long-term decision-making. The Board also works to foster strong
business relationships with the businesses and our suppliers,
who provide business critical infrastructure services and certain
outsourced operations across a wide spectrum of sectors including
IT, telecommunications, market data and clearing and settlements.
The Group’s impact on its supply chain is considered by the Board
as part of its annual approval of the Modern Slavery and Human
Trafficking Statement.
The interests of employees
The Board recognises that our people are critical to the success of
the business. Engagement with employees is vital to nurturing the
Group’s culture and in helping us understand employees’ needs,
which in turn ensures that we retain and develop the best talent
across the organisation. We rely on our employees at all levels
to ensure the Company’s culture, based on its core values of
Accountability, Adaptability and Authenticity, is well embedded in
the business and aligned to the Company’s purpose and strategy.
High standards of business conduct
Given our purpose is to provide clients with access to global
financial and commodities markets, improving price discovery,
liquidity, and distribution of data, through responsible and
innovative solutions, it is vital that our workforce acts with a high
degree of integrity. The Board is responsible for determining the
Company’s values and leading by example to instil a positive
culture throughout the Group, which reflects a reputation of
adhering to high standards of conduct. The Board receives updates
regarding corporate culture at each Board meeting as part of the
CEO Report. In addition, focused updates on conduct are regularly
presented to the Risk Committee. In connection with the work
undertaken to redefine the Group’s corporate values, cultural
acceleration initiatives were an area of high focus during 2022 for
the Board and its Committees. During the year the Board and
Nominations & Governance Committee received updates on
employee engagement, the output of the 2021 Global Employee
Engagement survey and 2022 Pulse Global Employee Engagement
survey, and feedback following engagement with the designated
Workforce Engagement Directors.
Need to act fairly between shareholders
The support of our shareholders underpins the Group achieving
long-term success and attaining our goals and objectives. We
are therefore committed to proactive engagement with our
shareholders. The Board is mindful that it is important to act fairly
between shareholders and consider a variety of needs, and that
shareholders are increasingly interested in the mechanics of
decision-making not just the decision itself. TP ICAP is therefore
committed to providing shareholders with reliable, timely and
transparent information.
How the Board fulfils its section 172(1) duties
Our culture, values and strategy
The Board ensures that our employees live the values and
creates a culture that reflects these, through a shared
mindset to focus all employees’ efforts to achieve our purpose
and be open and inclusive to the fullest diversity of opinion
and experience.
Diverse set of skills, knowledge and experience
The Directors collectively have a diverse set of skills,
knowledge, and experience, as shown on page 89, which
assists the Board in making decisions. This contributes to their
ability to make well informed decisions which promote the
long-term sustainable success of the Company. As part of a
Director’s induction, they receive a detailed briefing on their
duties as a Director.
Board information
The Board receives detailed papers and updates from
management. To support the Board’s endeavours to better
engage with and consider the interests of our stakeholders,
Board paper templates invite appropriate focus on the likely
long-term impact of a decision and how stakeholders have
been considered in the development of the proposal,
including any relevant engagement.
Board discussion and decision
The Board provides thorough evaluation, challenge and
risk consideration through its discussion to ensure a decision
promotes long-term sustainable success. The Board uses
the stakeholder engagement mechanisms summarised on
pages 42 to 49 to inform their decision-making process.
Key Board decisions during 2022 included matters relating
to the Directors’ Remuneration Policy, the audit tender
process, climate-related matters, and the Group’s immediate
and longer term strategies and response to the global
macro uncertainty.
Monitoring
The Board receives regular updates on key decisions, and the
actions taken in respect of them, through regular reports
submitted by management to each Board meeting and
verbal updates as necessary. The Board monitors the
effectiveness of its engagement mechanisms as part of
the Board evaluation process.
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TP ICAP GROUP PLC Annual Report and Accounts 202241
Stakeholder engagement
continued
Our stakeholder groups How we engage to create value Board and management engagement highlights in 2022, including key Board decisions Priorities for 2023
Employees
While the Company is required
to put in place a mechanism for
engaging with UK employees,
given the geographic spread of
the business, the Board decided in
2018 to include employees across
all our regions in our Workforce
Engagement Programme.
Input to TP ICAP:
Talent, skills, values and output.
Value we create:
Inclusive, positive, fulfilling and
high-performing workplace,
where employees feel valued
and respected.
> The Board started the year with a clearer understanding of the longer-term impacts resulting from
the COVID-19 pandemic and continued to reflect on the ways we engage and communicate with
our employees, utilising technology to enhance engagement as appropriate.
> We engage with our employees and gather feedback through our Workforce Engagement
Programme, town halls, employee surveys, appraisals, and exit surveys, Group-wide emails, and
the TP ICAP Accord initiative with five employee networks across the Group: the Multicultural,
LGBTQ+, Sports & Wellbeing, Veterans and Women’s Networks.
> During 2022, we enhanced how we engage with employees on the financial performance of the
Company, introducing video interviews with the CEO and better utilising all-employee town halls
and emails following the release of the Company’s full-year and half-year results.
> Three members of the Board, Mark Hemsley, Michael Heaney and Edmund Ng, are appointed as
Workforce Engagement Directors for the EMEA, Americas and Asia Pacific Regions respectively.
They work with management to gain insight into employee’s views, including through the
Workforce Engagement Programme. Their responsibilities include championing the employee
voice in the boardroom, providing insight into region-specific issues for employees, and
strengthening the link between the Board and employees.
> Direct engagement with employees during the year included meeting colleagues from the business
through office visits and as a part of Board presentations.
> The Board regularly received people updates as part of the CEO and Group Head of Human
Resources updates to the Board and Nominations & Governance Committee.
> We are focused on developing our employees and offering everyone access to learning
opportunities. Throughout 2022, we continued to run virtual training events globally covering
a wide range of business skills, hosted by expert training partners. Moving to virtual delivery
has broadened the reach and connected colleagues to initiatives with which they may not
normally interact.
> By delivering policies based on employee feedback, TP ICAP offers an attractive working
environment for its employees. This helps TP ICAP remain competitive in attracting and
retaining talent.
> We operate share plans offering eligible employees the opportunity to become shareholders,
either by taking part in tax efficient saving schemes (country dependent) or as part of our
remuneration strategy to increase share ownership and wider interest in the Group and its
performance as a part of our broader initiatives.
> Further details on how we continually work to attract, develop and retain a talented, engaged
group of colleagues and develop an inclusive and positive culture with meaningful opportunities
for our employees to flourish can be found in our Sustainability chapter on page 50.
> We continued to work hard in 2022 to boost employee engagement, ensure employees feel
heard and that their feedback creates action in the Group.
> Managers engaged in focus group activities to understand more deeply the feedback given by
employees as part of the employee survey. Based on the information collected, the Board and
management addressed the key topics and issues raised on a department and divisional basis.
> Employee feedback and the subsequent actions from the 2022 Global Employee Engagement
survey was reviewed by the Nominations & Governance Committee and the action plans noted.
The Workforce Engagement Directors then followed up later in the year to check on progress
and report back to the committee, as a part of monitoring the implementation and progress
of the agreed initiatives.
> The Board initiated a review of the Group’s existing corporate purpose, resulting in a set of new
purpose, vision and mission statements being approved and communicated. You can read more
about this on the inside front cover and page 54.
> We launched the Group’s new ‘Triple A’ corporate values of Accountability, Adaptability and
Authenticity. These values are integral to the long-term success of the business and the Directors
are committed to promoting a culture which embodies the highest possible standards. Cultural
acceleration initiatives were a key focus for the Board and Group Management Committee
(‘GMC’) in their considerations and decision-making as the Group redefined its values.
> We revamped our internal communication strategy, incorporating employee feedback,
upgrading our channels including our intranet, strengthening the quality of content and
improving employees’ user experience of our communications.
> During the year our senior management held 17 town halls across the Group and regions,
of which seven were attended by the CEO and one was an all-colleague town hall via
videoconference. In addition, several of our business CEOs hold regular town halls with
their divisions.
> The Workforce Engagement Directors met with colleagues in their respective regions six times.
Feedback and insights from the Workforce Engagement Programme and other engagement
mechanisms were regularly discussed in Board and Board Committee meetings and considered
as a part of broader decision-making.
> The easing of COVID-19 related restrictions enabled the CEO and Board Chair to recommence
site visits, visiting our offices across the world including New York, Singapore, Madrid and Paris.
> The TP ICAP Accord networks stepped up activities once in person events became viable and
cumulatively held over 45 events, with Non-executive Director attendance at a minimum of two
events per region, raising awareness of the networks and providing direct engagement and
educational opportunities.
> Additionally, in July Kath Cates and Tracy Clarke led a ‘Talk with our NEDs’ event open to the
Group’s Women’s Network, including London, Belfast, Paris and the Americas, attended by over
50 employees.
> We reviewed our benefits offering to employees across the Group, taking into account employee
feedback, to provide a consistent offering and introduced our Board approved electric car
scheme in March for UK employees.
> We increased our focus on early careers to attract the next generation into TP ICAP and ran
a successful intern programme globally in the summer of 2022. In our Belfast office the Early
Careers Programme continued to give a focused programme to support the first five years of
an employee’s career, creating opportunities for progression, promotion and pay awards.
> Other matters considered by the Board and its Committees in their decision-making included
progress on conduct and culture initiatives, progress against diversity and inclusion targets,
and other employee compensation considerations.
> We will be focusing on the key
priorities of making TP ICAP a
place where all employees can
build careers, belong and succeed,
and to make TP ICAP a place
where people are engaged and
would recommend as a place
to work.
> Regarding engagement we will be
focusing on four main areas:
continuing to improve
communication; reviewing and
improving systems and processes
that touch our employees; working
on how we collaborate; and
working with employees on
developing career paths.
> This will include introducing a
more formalised career framework
and expanding our learning
opportunities for employees
by introducing an in-house
leadership and management
training programme.
> The Board will continue to monitor
the effectiveness of the Workforce
Engagement Programme, and other
informal and structured employee
engagement across the Group, to
review our progress, improve
oversight and ensure employees’
views are integrated into the work
of the Board and the strategy of
the business, while supporting our
employees’ wellbeing.
TP ICAP GROUP PLC Annual Report and Accounts 202242
Our stakeholder groups How we engage to create value Board and management engagement highlights in 2022, including key Board decisions Priorities for 2023
Employees
While the Company is required
to put in place a mechanism for
engaging with UK employees,
given the geographic spread of
the business, the Board decided in
2018 to include employees across
all our regions in our Workforce
Engagement Programme.
Input to TP ICAP:
Talent, skills, values and output.
Value we create:
Inclusive, positive, fulfilling and
high-performing workplace,
where employees feel valued
and respected.
> The Board started the year with a clearer understanding of the longer-term impacts resulting from
the COVID-19 pandemic and continued to reflect on the ways we engage and communicate with
our employees, utilising technology to enhance engagement as appropriate.
> We engage with our employees and gather feedback through our Workforce Engagement
Programme, town halls, employee surveys, appraisals, and exit surveys, Group-wide emails, and
the TP ICAP Accord initiative with five employee networks across the Group: the Multicultural,
LGBTQ+, Sports & Wellbeing, Veterans and Women’s Networks.
> During 2022, we enhanced how we engage with employees on the financial performance of the
Company, introducing video interviews with the CEO and better utilising all-employee town halls
and emails following the release of the Company’s full-year and half-year results.
> Three members of the Board, Mark Hemsley, Michael Heaney and Edmund Ng, are appointed as
Workforce Engagement Directors for the EMEA, Americas and Asia Pacific Regions respectively.
They work with management to gain insight into employee’s views, including through the
Workforce Engagement Programme. Their responsibilities include championing the employee
voice in the boardroom, providing insight into region-specific issues for employees, and
strengthening the link between the Board and employees.
> Direct engagement with employees during the year included meeting colleagues from the business
through office visits and as a part of Board presentations.
> The Board regularly received people updates as part of the CEO and Group Head of Human
Resources updates to the Board and Nominations & Governance Committee.
> We are focused on developing our employees and offering everyone access to learning
opportunities. Throughout 2022, we continued to run virtual training events globally covering
a wide range of business skills, hosted by expert training partners. Moving to virtual delivery
has broadened the reach and connected colleagues to initiatives with which they may not
normally interact.
> By delivering policies based on employee feedback, TP ICAP offers an attractive working
environment for its employees. This helps TP ICAP remain competitive in attracting and
retaining talent.
> We operate share plans offering eligible employees the opportunity to become shareholders,
either by taking part in tax efficient saving schemes (country dependent) or as part of our
remuneration strategy to increase share ownership and wider interest in the Group and its
performance as a part of our broader initiatives.
> Further details on how we continually work to attract, develop and retain a talented, engaged
group of colleagues and develop an inclusive and positive culture with meaningful opportunities
for our employees to flourish can be found in our Sustainability chapter on page 50.
> We continued to work hard in 2022 to boost employee engagement, ensure employees feel
heard and that their feedback creates action in the Group.
> Managers engaged in focus group activities to understand more deeply the feedback given by
employees as part of the employee survey. Based on the information collected, the Board and
management addressed the key topics and issues raised on a department and divisional basis.
> Employee feedback and the subsequent actions from the 2022 Global Employee Engagement
survey was reviewed by the Nominations & Governance Committee and the action plans noted.
The Workforce Engagement Directors then followed up later in the year to check on progress
and report back to the committee, as a part of monitoring the implementation and progress
of the agreed initiatives.
> The Board initiated a review of the Group’s existing corporate purpose, resulting in a set of new
purpose, vision and mission statements being approved and communicated. You can read more
about this on the inside front cover and page 54.
> We launched the Group’s new ‘Triple A’ corporate values of Accountability, Adaptability and
Authenticity. These values are integral to the long-term success of the business and the Directors
are committed to promoting a culture which embodies the highest possible standards. Cultural
acceleration initiatives were a key focus for the Board and Group Management Committee
(‘GMC’) in their considerations and decision-making as the Group redefined its values.
> We revamped our internal communication strategy, incorporating employee feedback,
upgrading our channels including our intranet, strengthening the quality of content and
improving employees’ user experience of our communications.
> During the year our senior management held 17 town halls across the Group and regions,
of which seven were attended by the CEO and one was an all-colleague town hall via
videoconference. In addition, several of our business CEOs hold regular town halls with
their divisions.
> The Workforce Engagement Directors met with colleagues in their respective regions six times.
Feedback and insights from the Workforce Engagement Programme and other engagement
mechanisms were regularly discussed in Board and Board Committee meetings and considered
as a part of broader decision-making.
> The easing of COVID-19 related restrictions enabled the CEO and Board Chair to recommence
site visits, visiting our offices across the world including New York, Singapore, Madrid and Paris.
> The TP ICAP Accord networks stepped up activities once in person events became viable and
cumulatively held over 45 events, with Non-executive Director attendance at a minimum of two
events per region, raising awareness of the networks and providing direct engagement and
educational opportunities.
> Additionally, in July Kath Cates and Tracy Clarke led a ‘Talk with our NEDs’ event open to the
Group’s Women’s Network, including London, Belfast, Paris and the Americas, attended by over
50 employees.
> We reviewed our benefits offering to employees across the Group, taking into account employee
feedback, to provide a consistent offering and introduced our Board approved electric car
scheme in March for UK employees.
> We increased our focus on early careers to attract the next generation into TP ICAP and ran
a successful intern programme globally in the summer of 2022. In our Belfast office the Early
Careers Programme continued to give a focused programme to support the first five years of
an employee’s career, creating opportunities for progression, promotion and pay awards.
> Other matters considered by the Board and its Committees in their decision-making included
progress on conduct and culture initiatives, progress against diversity and inclusion targets,
and other employee compensation considerations.
> We will be focusing on the key
priorities of making TP ICAP a
place where all employees can
build careers, belong and succeed,
and to make TP ICAP a place
where people are engaged and
would recommend as a place
to work.
> Regarding engagement we will be
focusing on four main areas:
continuing to improve
communication; reviewing and
improving systems and processes
that touch our employees; working
on how we collaborate; and
working with employees on
developing career paths.
> This will include introducing a
more formalised career framework
and expanding our learning
opportunities for employees
by introducing an in-house
leadership and management
training programme.
> The Board will continue to monitor
the effectiveness of the Workforce
Engagement Programme, and other
informal and structured employee
engagement across the Group, to
review our progress, improve
oversight and ensure employees’
views are integrated into the work
of the Board and the strategy of
the business, while supporting our
employees’ wellbeing.
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202243
Stakeholder engagement
continued
Our stakeholder groups How we engage to create value Board and management engagement highlights in 2022, including key Board decisions Priorities for 2023
Shareholders
Details of our substantial
shareholders can be found on
page 138.
Input to TP ICAP:
Provision of strategic direction
and stewardship.
Value we create:
Sustainable return on investment.
> We engage with our shareholders through our regulatory reporting including the Annual Report
and Accounts, our full-year results, half-year results, trading updates and our Annual General
Meeting (‘AGM’).
> We also ensure that shareholders are kept updated through results presentations, engagement
meetings, road shows, conferences, telephone and video calls, electronic communications
(including the website), as well as written correspondence where necessary.
> When possible, we also participate in benchmarks and disclosure initiatives.
> The Board recognises that the AGM is the primary form of formal interaction with its shareholders.
All shareholders are invited to attend the AGM, typically held in May each year. All the Directors
normally attend and are available to answer any questions from shareholders.
> The Chief Executive Officer, Chief Financial Officer and Board Chair hold frequent meetings
with investors. Additionally, all Non-executive Directors are available to meet shareholders,
if requested, and the Board is regularly updated on shareholder feedback.
> The Board regularly receives feedback on investor meetings and reporting of investor and financial
market sentiment, along with copies of analysts’ and brokers’ briefings, to ensure that matters of
importance are communicated to investors.
> The Annual Report and interim results, together with information on the Group’s activities, trading
performance, products and recent developments are available on the Company’s website
www.tpicap.com.
> The Directors’ Remuneration Policy proposal continued to be a main consultation focus with
shareholders in H1 2022, following the extensive shareholder engagement process commenced
in 2021.
> All proposals recommended by the Board for approval at the 2022 AGM, including a new
Directors’ Remuneration Policy, were approved with 80% or more of votes cast for each proposal.
> During 2022 the Audit Committee Chair led a consultation with shareholders discussing
TP ICAP’s competitive external audit tender process launched in April 2022, to ensure that
shareholders were given the opportunity to provide feedback on our proposals. The proposed
new external auditor recommended by the Audit Committee and Board was announced on
28 July 2022 and will be presented to our shareholders for approval at the 2024 AGM. Further
details on the process completed and the factors considered by the Audit Committee and Board
in their decision-making can be found in the case study on page 95.
> The Board has also accelerated its focus on ESG matters and TP ICAP’s sustainability (including
climate change) strategy, taking into account several communications from investors on the
topic in determining the Group’s action plan.
> The Board Chair and CEO collectively met with shareholders representing at least 67% of the
Company’s issued share capital during the year, including four of the Company’s substantial
shareholders as reported on page 138.
> We also engaged with institutional investors in several other ways, including presentations
of Fusion and Liquidnet (including platform demos) and virtual group conference calls to
accommodate overseas investors and discuss matters of concern to investors.
> During 2022 we provided shareholders with the opportunity to generate attractive returns
on their investment, through capital and share price gains. Additionally the Board approved
a 2022 interim dividend of 4.5p per share and a final dividend for 2021 of 5.5p per share.
> We will continue to engage with
our shareholders regularly, utilising
technology as appropriate to
maximise the engagement. The
Board considers that engagement
with, and participation from, our
shareholders is of key importance
to the success of the business and
in achieving our aim of creating
long-term and sustainable
shareholder value.
> Our primary performance focus is
to seek to manage our business
responsibly to remain well placed
to deliver long-term value creation
for our shareholders.
TP ICAP GROUP PLC Annual Report and Accounts 202244
Our stakeholder groups How we engage to create value Board and management engagement highlights in 2022, including key Board decisions Priorities for 2023
Shareholders
Details of our substantial
shareholders can be found on
page 138.
Input to TP ICAP:
Provision of strategic direction
and stewardship.
Value we create:
Sustainable return on investment.
> We engage with our shareholders through our regulatory reporting including the Annual Report
and Accounts, our full-year results, half-year results, trading updates and our Annual General
Meeting (‘AGM’).
> We also ensure that shareholders are kept updated through results presentations, engagement
meetings, road shows, conferences, telephone and video calls, electronic communications
(including the website), as well as written correspondence where necessary.
> When possible, we also participate in benchmarks and disclosure initiatives.
> The Board recognises that the AGM is the primary form of formal interaction with its shareholders.
All shareholders are invited to attend the AGM, typically held in May each year. All the Directors
normally attend and are available to answer any questions from shareholders.
> The Chief Executive Officer, Chief Financial Officer and Board Chair hold frequent meetings
with investors. Additionally, all Non-executive Directors are available to meet shareholders,
if requested, and the Board is regularly updated on shareholder feedback.
> The Board regularly receives feedback on investor meetings and reporting of investor and financial
market sentiment, along with copies of analysts’ and brokers’ briefings, to ensure that matters of
importance are communicated to investors.
> The Annual Report and interim results, together with information on the Group’s activities, trading
performance, products and recent developments are available on the Company’s website
www.tpicap.com.
> The Directors’ Remuneration Policy proposal continued to be a main consultation focus with
shareholders in H1 2022, following the extensive shareholder engagement process commenced
in 2021.
> All proposals recommended by the Board for approval at the 2022 AGM, including a new
Directors’ Remuneration Policy, were approved with 80% or more of votes cast for each proposal.
> During 2022 the Audit Committee Chair led a consultation with shareholders discussing
TP ICAP’s competitive external audit tender process launched in April 2022, to ensure that
shareholders were given the opportunity to provide feedback on our proposals. The proposed
new external auditor recommended by the Audit Committee and Board was announced on
28 July 2022 and will be presented to our shareholders for approval at the 2024 AGM. Further
details on the process completed and the factors considered by the Audit Committee and Board
in their decision-making can be found in the case study on page 95.
> The Board has also accelerated its focus on ESG matters and TP ICAP’s sustainability (including
climate change) strategy, taking into account several communications from investors on the
topic in determining the Group’s action plan.
> The Board Chair and CEO collectively met with shareholders representing at least 67% of the
Company’s issued share capital during the year, including four of the Company’s substantial
shareholders as reported on page 138.
> We also engaged with institutional investors in several other ways, including presentations
of Fusion and Liquidnet (including platform demos) and virtual group conference calls to
accommodate overseas investors and discuss matters of concern to investors.
> During 2022 we provided shareholders with the opportunity to generate attractive returns
on their investment, through capital and share price gains. Additionally the Board approved
a 2022 interim dividend of 4.5p per share and a final dividend for 2021 of 5.5p per share.
> We will continue to engage with
our shareholders regularly, utilising
technology as appropriate to
maximise the engagement. The
Board considers that engagement
with, and participation from, our
shareholders is of key importance
to the success of the business and
in achieving our aim of creating
long-term and sustainable
shareholder value.
> Our primary performance focus is
to seek to manage our business
responsibly to remain well placed
to deliver long-term value creation
for our shareholders.
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202245
Stakeholder engagement
continued
Our stakeholder groups How we engage to create value Board and management engagement highlights in 2022, including key Board decisions Priorities for 2023
Clients
Our clients include banks, hedge
funds, asset managers, corporates,
trading houses and market
makers. We serve these clients
through our stable of market-
leading brands. We cover every
major asset class and offer a
range of trade protocols, from
voice, to hybrid, to pure electronic.
Input to TP ICAP:
Client priorities and expectations.
Value we create:
Reliable and inclusive provision
of market-leading products
and services.
> Our relationships and engagement with our clients are fundamental to the success of the business.
Regular and effective dialogue with our clients enables the Board to understand their needs and
how satisfied they are with us as a supplier and business partner.
> The Board is updated regularly on client engagement by the Chief Executive Officer as part of his
Board presentation, and through cyclical presentations from the businesses, functions and regions.
> During the year, the Chief Executive Officer attended meetings with major clients engaging on the
most important drivers of our clients’ businesses and provided feedback to the Board on these
meetings. Regular discussions with our largest clients ensure we stay aligned with their evolving
priorities and needs.
> The Client Relationship Management (‘CRM’) team provide holistic coverage of the Group’s most
important clients, both at strategic and tactical levels, to broaden and institutionalise relationships
and identify opportunities for TP ICAP to serve our clients more comprehensively. Client reports
and accounts receivable analyses are periodically included in the Board agenda.
> The Group also takes a proactive approach when communicating with our clients on important
matters such as our Continental Europe transition plans, key business change and market
structure updates.
> We keep our website updated with relevant information and support our clients’ sustainability aims
through our own programme of activities.
> Our continuous engagement with clients ensures we keep providing market-leading products and
services, evolving the Group’s businesses and strategy according to market demands.
> Over 200 senior and strategic client meetings took place during 2022, with as many as possible
happening in-person. We are continuing this momentum for 2023 with client’s senior key
decision makers.
> The Board’s considerations of the output from client engagement and dialogue throughout the
year has helped the Board to stay informed about clients’ concerns, understand significant
changes in their businesses, predict future trends and re-align the Group’s longer-term strategy
accordingly. This has been valuable insight for the Board’s broader decision-making process.
> The launch of ClearConsensus in August 2022 by Parameta Solutions (in partnership with
PeerNova) is an example of such client engagement leading to diversification and the
development of a new offering to address some of the pressures faced by clients with regards
to transparency and governance.
> We have supported several of our largest clients in improving their surveillance processes,
including providing trader access, controls, governance, and the status of legal documents.
We anticipate that these requests will continue through 2023.
> This year a particular focus was paid to accounts receivable and the development of Fusion
Strategy across our Global Broking and Energy & Commodities divisions to drive
electronification and aggregation.
> Having an understanding of the impact of external economic factors on our clients was also
a key consideration for the Board in their decision-making, which enabled the Board to readjust
its immediate strategy and provide effective oversight of operational performance. This was
particularly important as the Group monitored and responded to the continuing effects of
COVID-19, the post-Brexit landscape, and the development of the Russia and Ukraine situation
and the associated risks through 2022.
> We introduced an initiative leveraging existing client relationships and a combined approach
from our businesses and CRM, pricing and accounts receivable teams to provide improved
senior level commercial engagement with our largest clients.
> During 2022 TP ICAP continued to demonstrate that our offering to clients was market-leading
across the Group. As detailed on the front cover fold out, industry recognition during the year
included TP ICAP being awarded overall Global Inter-dealer Broker of the Year, along with
success in 12 other categories spread across our client-facing brands Tullett Prebon, ICAP and
Parameta Solutions.
> We will strive to continue
providing a market-leading
offering to our clients, adapting
to their evolving priorities.
> To be the provider of choice,
delivering on our product, service
and performance goals.
> We will continue to support our
clients in achieving their
sustainability aims and improving
their processes, such as surveillance.
Regulators
Our products and services are
regulated by various global
regulators including the AMF,
CFTC, CME, DNB, ESMA, FCA,
HKMA, JFSC (the Group’s lead
regulator), MAS and NFA.
Input to TP ICAP:
Regulatory frameworks.
Value we create:
Delivery of regulatory aims.
> We are committed to compliance with our regulatory obligations and maintaining open and
collaborative communication with our regulators to ensure we implement best practices.
> The Board is kept apprised of discussions with the JFSC and other regulators in jurisdictions
in which we operate through Board presentations and regular legal and compliance updates
presented by the Group General Counsel at Board meetings and Global Head of Compliance
at Risk Committee meetings.
> Throughout the year the Board was briefed on the views being expressed by regulators on how
the markets would operate post-Brexit and TP ICAP’s plans in this regard.
> We also engage with regulators and other key government agencies, including the FCA and AMF,
through sector consultation and round table exercises to better understand their priorities and
needs and to ensure we embody good governance and oversight across the Group.
> The Board and its Committees are kept informed of upcoming relevant regulatory changes through
updates presented by the Group General Counsel and Group Company Secretary.
> In addition to engagement with regulators, we share our experience and expertise through
engagement with various trade bodies to help raise standards and approaches across the sector
and respond to relevant government consultations.
> The Board and its Committees regularly take the views of our lead regulators into
consideration during deliberations on the Group’s risk and internal control framework, culture
and conduct initiatives, as well as in the future design of pay and compensation structures,
including share plans.
> Feedback from regulators during the year was a key consideration in Board discussions and
decision-making around the continuing response to the COVID-19 pandemic and how TP ICAP
continues to provide a comprehensive suite of services and products to European clients
post-Brexit.
> During the year the Remuneration Committee also considered the engagement with the FCA
and revised governance arrangements in relation to the Group’s ongoing compliance with the
Investment Firms Prudential Regime, as it applies to MiFID investment firms capturing certain
TP ICAP subsidiaries.
> The Group’s regulatory priorities are regularly discussed at Board and Risk Committee meetings
and considered as a part of broader decision-making.
> We continuously build on engagement within the Group on regulatory matters, for example
through compulsory annual training on the Senior Managers and Certification Regime.
> To continue to meet our regulatory
obligations across the Group.
> To strengthen our relationship and
maintain open and active
dialogue with our regulators and
other key government agencies.
TP ICAP GROUP PLC Annual Report and Accounts 202246
Our stakeholder groups How we engage to create value Board and management engagement highlights in 2022, including key Board decisions Priorities for 2023
Clients
Our clients include banks, hedge
funds, asset managers, corporates,
trading houses and market
makers. We serve these clients
through our stable of market-
leading brands. We cover every
major asset class and offer a
range of trade protocols, from
voice, to hybrid, to pure electronic.
Input to TP ICAP:
Client priorities and expectations.
Value we create:
Reliable and inclusive provision
of market-leading products
and services.
> Our relationships and engagement with our clients are fundamental to the success of the business.
Regular and effective dialogue with our clients enables the Board to understand their needs and
how satisfied they are with us as a supplier and business partner.
> The Board is updated regularly on client engagement by the Chief Executive Officer as part of his
Board presentation, and through cyclical presentations from the businesses, functions and regions.
> During the year, the Chief Executive Officer attended meetings with major clients engaging on the
most important drivers of our clients’ businesses and provided feedback to the Board on these
meetings. Regular discussions with our largest clients ensure we stay aligned with their evolving
priorities and needs.
> The Client Relationship Management (‘CRM’) team provide holistic coverage of the Group’s most
important clients, both at strategic and tactical levels, to broaden and institutionalise relationships
and identify opportunities for TP ICAP to serve our clients more comprehensively. Client reports
and accounts receivable analyses are periodically included in the Board agenda.
> The Group also takes a proactive approach when communicating with our clients on important
matters such as our Continental Europe transition plans, key business change and market
structure updates.
> We keep our website updated with relevant information and support our clients’ sustainability aims
through our own programme of activities.
> Our continuous engagement with clients ensures we keep providing market-leading products and
services, evolving the Group’s businesses and strategy according to market demands.
> Over 200 senior and strategic client meetings took place during 2022, with as many as possible
happening in-person. We are continuing this momentum for 2023 with client’s senior key
decision makers.
> The Board’s considerations of the output from client engagement and dialogue throughout the
year has helped the Board to stay informed about clients’ concerns, understand significant
changes in their businesses, predict future trends and re-align the Group’s longer-term strategy
accordingly. This has been valuable insight for the Board’s broader decision-making process.
> The launch of ClearConsensus in August 2022 by Parameta Solutions (in partnership with
PeerNova) is an example of such client engagement leading to diversification and the
development of a new offering to address some of the pressures faced by clients with regards
to transparency and governance.
> We have supported several of our largest clients in improving their surveillance processes,
including providing trader access, controls, governance, and the status of legal documents.
We anticipate that these requests will continue through 2023.
> This year a particular focus was paid to accounts receivable and the development of Fusion
Strategy across our Global Broking and Energy & Commodities divisions to drive
electronification and aggregation.
> Having an understanding of the impact of external economic factors on our clients was also
a key consideration for the Board in their decision-making, which enabled the Board to readjust
its immediate strategy and provide effective oversight of operational performance. This was
particularly important as the Group monitored and responded to the continuing effects of
COVID-19, the post-Brexit landscape, and the development of the Russia and Ukraine situation
and the associated risks through 2022.
> We introduced an initiative leveraging existing client relationships and a combined approach
from our businesses and CRM, pricing and accounts receivable teams to provide improved
senior level commercial engagement with our largest clients.
> During 2022 TP ICAP continued to demonstrate that our offering to clients was market-leading
across the Group. As detailed on the front cover fold out, industry recognition during the year
included TP ICAP being awarded overall Global Inter-dealer Broker of the Year, along with
success in 12 other categories spread across our client-facing brands Tullett Prebon, ICAP and
Parameta Solutions.
> We will strive to continue
providing a market-leading
offering to our clients, adapting
to their evolving priorities.
> To be the provider of choice,
delivering on our product, service
and performance goals.
> We will continue to support our
clients in achieving their
sustainability aims and improving
their processes, such as surveillance.
Regulators
Our products and services are
regulated by various global
regulators including the AMF,
CFTC, CME, DNB, ESMA, FCA,
HKMA, JFSC (the Group’s lead
regulator), MAS and NFA.
Input to TP ICAP:
Regulatory frameworks.
Value we create:
Delivery of regulatory aims.
> We are committed to compliance with our regulatory obligations and maintaining open and
collaborative communication with our regulators to ensure we implement best practices.
> The Board is kept apprised of discussions with the JFSC and other regulators in jurisdictions
in which we operate through Board presentations and regular legal and compliance updates
presented by the Group General Counsel at Board meetings and Global Head of Compliance
at Risk Committee meetings.
> Throughout the year the Board was briefed on the views being expressed by regulators on how
the markets would operate post-Brexit and TP ICAP’s plans in this regard.
> We also engage with regulators and other key government agencies, including the FCA and AMF,
through sector consultation and round table exercises to better understand their priorities and
needs and to ensure we embody good governance and oversight across the Group.
> The Board and its Committees are kept informed of upcoming relevant regulatory changes through
updates presented by the Group General Counsel and Group Company Secretary.
> In addition to engagement with regulators, we share our experience and expertise through
engagement with various trade bodies to help raise standards and approaches across the sector
and respond to relevant government consultations.
> The Board and its Committees regularly take the views of our lead regulators into
consideration during deliberations on the Group’s risk and internal control framework, culture
and conduct initiatives, as well as in the future design of pay and compensation structures,
including share plans.
> Feedback from regulators during the year was a key consideration in Board discussions and
decision-making around the continuing response to the COVID-19 pandemic and how TP ICAP
continues to provide a comprehensive suite of services and products to European clients
post-Brexit.
> During the year the Remuneration Committee also considered the engagement with the FCA
and revised governance arrangements in relation to the Group’s ongoing compliance with the
Investment Firms Prudential Regime, as it applies to MiFID investment firms capturing certain
TP ICAP subsidiaries.
> The Group’s regulatory priorities are regularly discussed at Board and Risk Committee meetings
and considered as a part of broader decision-making.
> We continuously build on engagement within the Group on regulatory matters, for example
through compulsory annual training on the Senior Managers and Certification Regime.
> To continue to meet our regulatory
obligations across the Group.
> To strengthen our relationship and
maintain open and active
dialogue with our regulators and
other key government agencies.
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202247
Stakeholder engagement
continued
Our stakeholder groups How we engage to create value Board and management engagement highlights in 2022, including key Board decisions Priorities for 2023
Suppliers
The Board acknowledges that our
suppliers are critical to our
business success.
Input to TP ICAP:
Quality goods and services.
Value we create:
Sustainable relationships, value
creation, and partnership
expertise.
> We aim to create sustained partnerships with all our suppliers, in particular those which provide
business critical infrastructure services for TP ICAP.
> The Board considers that engagement with our key infrastructure suppliers is important for
monitoring the Group’s performance, managing risk and driving value.
> To ensure oversight, the Board receives periodic updates from the Head of Procurement on the status
of supplier engagement and, at times, on specific large value contract negotiations or renewals.
> This includes a status update on supply chain, sustainability and ESG (including climate-related),
expenditure information, issues and risks, and any strategic initiatives in progress.
> The Board has considered the risk of modern slavery in our supply chain, annually reviewing and
approving the Modern Slavery and Human Trafficking Statement.
> The Board also periodically receives updates on UK Payment Practices reporting.
> We have continued to engage with our suppliers, particularly in light of the ongoing global
macro uncertainty, to help them identify risks and create a plan to ensure that they can meet
our demand.
> This engagement has assisted us and our suppliers in maintaining business as usual as much
as possible during the COVID-19 pandemic and through the development of the Russia and
Ukraine situation.
> During the year the Board and its Committees received metrics on suppliers through presentations
from the Head of Procurement and on sustainability and ESG reporting, which were considered
as a part of the Board’s broader decision-making.
> In October 2022 the Risk Committee received a deep dive on supply chain risk and considered
the impacts resulting from the COVID-19 pandemic and the Russia and Ukraine situation.
> We adopted and communicated a revised Supplier Code of Conduct, including reference to
our carbon neutral commitment for Scope 1 and 2 emissions, to better promote a sustainable
business strategy and high standards of business conduct and engage our vendors on key ESG
issues and disclosures, including their emissions reporting.
> We have also continued to focus on consolidating and engaging with our supplier base to better
monitor performance, manage risk, influence sustainability and ESG matters and drive value.
> To continue to build and sustain
long-lasting mutually beneficial
relationships throughout our
supply chain.
> To expand our engagement to
pursue a better quality ESG-related
reporting with the entirety of our
supply chain.
Our communities
(and other stakeholder interests)
The Board is cognisant of the
Group’s responsibility to make a
positive contribution to local
communities and understand how
ESG issues, including climate
change, are relevant to the
business. It is committed to striving
to operate in a sustainable and
responsible way, while delivering
value for stakeholders.
Input to TP ICAP:
Distinctive social and
environmental (including
climate-related) perspectives.
Value we create:
Robust social contract through
which value is shared.
> We live in a world where not everyone has an equal chance to succeed in life. We want to help change
this by harnessing the passion of our people and supporting stakeholders in local communities.
> We seek to make a positive impact through colleague fundraising (such as ICAP Charity Day),
employee volunteering, and Group-wide social mobility partnerships.
> The Board actively encourages, supports and monitors progress on these initiatives that it believes
will have a positive impact on local communities.
> During 2022, the Board increased its focus on the Group’s overarching sustainability strategy.
> The Group has made commitments that contribute to moving towards an environmentally-
sustainable future. The Board has deliberated on how to meet best practice among the FTSE 350
companies on sustainability issues. The Group sustainability strategy is outlined on page 51.
> We believe that a strong ESG performance is a critical factor in helping us achieve sustainable
growth. We are committed to operating responsibly and integrating ESG considerations into our
day-to-day decision-making to mitigate risks and create shared value for all our partners including
our employees, shareholders, clients, suppliers, and communities.
> The Board holds oversight responsibility, drives progress and is regularly updated on sustainability
and ESG (including climate-related) matters throughout the year.
> As a part of the updates, the Board discusses and monitors progress made against the actions and
targets set and challenges the Executive team accordingly.
> During the year, the Board received regular updates on initiatives relating to our local
communities through the CEO report and broader Sustainability and ESG reporting. In addition,
the Board, and its associated sub-committees, reviewed climate change-related issues three
times in total and approved the Group’s climate change framework.
> We partnered with the National Numeracy charity for the fifth consecutive year, aiming to
empower people from all backgrounds to build their numeracy skills and confidence. The
initiative is championed by our Group General Counsel, and aims to increase awareness and
engagement from the financial services industry.
> Management championed and participated in the 30th ICAP Charity Day, which raised £4.4m.
> Sustainability and ESG matters were discussed at the majority of scheduled Board and Audit
Committee meetings during 2022. More detail on our approach can be found in our
Sustainability chapter on page 50.
> The Board and Remuneration Committee agreed that the Executive Directors’ 2022 objectives
would each include an ESG-related objective as an additional way to demonstrate the Group’s
commitment to ESG and alignment with our clients’ responsible investing priorities. More detail
can be found in the Directors’ Remuneration report on pages 121 to 135.
> Our reporting on the Task Force on Climate-related Financial Disclosures and greenhouse gas
(‘GHG’) emissions can be found on pages 62 to 70 respectively.
> Enhance our ESG reporting and
performance management.
> Continue to support our clients
on their transition journeys to
a low-carbon economy.
> Continue to make a positive social
impact on the communities in which
we operate around the world.
TP ICAP GROUP PLC Annual Report and Accounts 202248
Our stakeholder groups How we engage to create value Board and management engagement highlights in 2022, including key Board decisions Priorities for 2023
Suppliers
The Board acknowledges that our
suppliers are critical to our
business success.
Input to TP ICAP:
Quality goods and services.
Value we create:
Sustainable relationships, value
creation, and partnership
expertise.
> We aim to create sustained partnerships with all our suppliers, in particular those which provide
business critical infrastructure services for TP ICAP.
> The Board considers that engagement with our key infrastructure suppliers is important for
monitoring the Group’s performance, managing risk and driving value.
> To ensure oversight, the Board receives periodic updates from the Head of Procurement on the status
of supplier engagement and, at times, on specific large value contract negotiations or renewals.
> This includes a status update on supply chain, sustainability and ESG (including climate-related),
expenditure information, issues and risks, and any strategic initiatives in progress.
> The Board has considered the risk of modern slavery in our supply chain, annually reviewing and
approving the Modern Slavery and Human Trafficking Statement.
> The Board also periodically receives updates on UK Payment Practices reporting.
> We have continued to engage with our suppliers, particularly in light of the ongoing global
macro uncertainty, to help them identify risks and create a plan to ensure that they can meet
our demand.
> This engagement has assisted us and our suppliers in maintaining business as usual as much
as possible during the COVID-19 pandemic and through the development of the Russia and
Ukraine situation.
> During the year the Board and its Committees received metrics on suppliers through presentations
from the Head of Procurement and on sustainability and ESG reporting, which were considered
as a part of the Board’s broader decision-making.
> In October 2022 the Risk Committee received a deep dive on supply chain risk and considered
the impacts resulting from the COVID-19 pandemic and the Russia and Ukraine situation.
> We adopted and communicated a revised Supplier Code of Conduct, including reference to
our carbon neutral commitment for Scope 1 and 2 emissions, to better promote a sustainable
business strategy and high standards of business conduct and engage our vendors on key ESG
issues and disclosures, including their emissions reporting.
> We have also continued to focus on consolidating and engaging with our supplier base to better
monitor performance, manage risk, influence sustainability and ESG matters and drive value.
> To continue to build and sustain
long-lasting mutually beneficial
relationships throughout our
supply chain.
> To expand our engagement to
pursue a better quality ESG-related
reporting with the entirety of our
supply chain.
Our communities
(and other stakeholder interests)
The Board is cognisant of the
Group’s responsibility to make a
positive contribution to local
communities and understand how
ESG issues, including climate
change, are relevant to the
business. It is committed to striving
to operate in a sustainable and
responsible way, while delivering
value for stakeholders.
Input to TP ICAP:
Distinctive social and
environmental (including
climate-related) perspectives.
Value we create:
Robust social contract through
which value is shared.
> We live in a world where not everyone has an equal chance to succeed in life. We want to help change
this by harnessing the passion of our people and supporting stakeholders in local communities.
> We seek to make a positive impact through colleague fundraising (such as ICAP Charity Day),
employee volunteering, and Group-wide social mobility partnerships.
> The Board actively encourages, supports and monitors progress on these initiatives that it believes
will have a positive impact on local communities.
> During 2022, the Board increased its focus on the Group’s overarching sustainability strategy.
> The Group has made commitments that contribute to moving towards an environmentally-
sustainable future. The Board has deliberated on how to meet best practice among the FTSE 350
companies on sustainability issues. The Group sustainability strategy is outlined on page 51.
> We believe that a strong ESG performance is a critical factor in helping us achieve sustainable
growth. We are committed to operating responsibly and integrating ESG considerations into our
day-to-day decision-making to mitigate risks and create shared value for all our partners including
our employees, shareholders, clients, suppliers, and communities.
> The Board holds oversight responsibility, drives progress and is regularly updated on sustainability
and ESG (including climate-related) matters throughout the year.
> As a part of the updates, the Board discusses and monitors progress made against the actions and
targets set and challenges the Executive team accordingly.
> During the year, the Board received regular updates on initiatives relating to our local
communities through the CEO report and broader Sustainability and ESG reporting. In addition,
the Board, and its associated sub-committees, reviewed climate change-related issues three
times in total and approved the Group’s climate change framework.
> We partnered with the National Numeracy charity for the fifth consecutive year, aiming to
empower people from all backgrounds to build their numeracy skills and confidence. The
initiative is championed by our Group General Counsel, and aims to increase awareness and
engagement from the financial services industry.
> Management championed and participated in the 30th ICAP Charity Day, which raised £4.4m.
> Sustainability and ESG matters were discussed at the majority of scheduled Board and Audit
Committee meetings during 2022. More detail on our approach can be found in our
Sustainability chapter on page 50.
> The Board and Remuneration Committee agreed that the Executive Directors’ 2022 objectives
would each include an ESG-related objective as an additional way to demonstrate the Group’s
commitment to ESG and alignment with our clients’ responsible investing priorities. More detail
can be found in the Directors’ Remuneration report on pages 121 to 135.
> Our reporting on the Task Force on Climate-related Financial Disclosures and greenhouse gas
(‘GHG’) emissions can be found on pages 62 to 70 respectively.
> Enhance our ESG reporting and
performance management.
> Continue to support our clients
on their transition journeys to
a low-carbon economy.
> Continue to make a positive social
impact on the communities in which
we operate around the world.
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202249
Sustainability
We deliver on our purpose through the products and services that
we offer. As a world-leading provider of market infrastructure,
liquidity, and over-the-counter (‘OTC’) market data, we play a
central role in enabling the efficient functioning of capital markets,
which are essential to economic stability and growth.
We seek to manage our business responsibly so that we remain
well placed to deliver long-term value creation for our shareholders.
This includes building a strong culture that reflects and promotes
employee diversity and inclusion, fosters good conduct, and
enhances risk management.
Our purpose, vision and mission statements connect to inform our
Group strategy. In 2022, we reviewed and updated these statements
to ensure that they remain relevant given that our business, our
stakeholders, and the environment in which we operate have
changed in recent years.
This chapter will cover: (a) our overall strategic approach to
Environmental, Social, and Governance (‘ESG’) factors and
delivery against this strategy, and (b) our detailed Task Force
for Climate-related Financial Disclosures (‘TCFD’) reporting.
Our strategy
In July 2021, the Group Board approved the firm’s overarching
sustainability strategy. The work to inform this strategy included
a high-level analysis of our business and the environment in which
we operate to better understand the sustainability challenges and
opportunities relevant to the Group. This included reviewing our
ESG ratings and performance indicators, our commercial offering,
and our communications. The outcome was a sustainability strategy
that is formed of three priorities: ‘ESG Reporting and Performance
Management’; ‘Supporting our clients’; and ‘Community impact’.
OUR OVERALL APPROACH TO SUSTAINABILITY
INTRODUCTION
TP ICAP’s purpose is to provide clients with
access to global financial and commodities
markets, improving price discovery, liquidity,
and distribution of data, through responsible
and innovative solutions.
TP ICAP GROUP PLC Annual Report and Accounts 202250
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OUR STRATEGIC PRIORITIES
1. ESG Reporting and Performance
Management
Effective measurement, and reporting,
of TP ICAP’s ESG performance enables
us to identify, assess, and actively
manage the organisation’s economic,
environmental and social impacts that
influence the assessments and decisions
of our stakeholders.
Measurement helps to set informed
targets for improvement and to track
progress. Reporting helps to share
progress with stakeholders and increase
information availability and accessibility
for informed decision-making.
Objectives:
Data and disclosure
Continually review and improve our
ESG-related measurement capabilities.
This is to ensure that they remain fit for
purpose and enable the business to
manage and communicate its ESG
performance effectively.
Carbon neutrality of operational Scope
1 and 2 emissions
Meet our target to be carbon neutral
across both Scope 1 and Scope 2 emissions
by the end of 2026.
2. Supporting our clients
As the world turns from carbon-intensive
practices to more sustainable alternatives,
we believe the best way we can support this
shift is through delivering on our purpose
and accompanying our clients on their
transition journeys.
Objectives:
Innovative solutions
Leverage TP ICAP’s core strengths to develop
and deliver the liquidity and data solutions
necessary to equip market participants to
advance their sustainability goals.
Responsible solutions
Advance sustainable and trusted liquidity
and data solutions through implementing
a strong governance framework and
conduct culture.
3. Community impact
We are committed to making a positive
economic and social impact on the
communities in which we operate around
the world. By communities, we refer to
both our employees and people or causes
external to our Company that are
disadvantaged or in need.
Objectives
Making a positive impact
Continue to make a positive economic
contribution through the provision of
our services, and social impact through
colleague fundraising, volunteering and
corporate philanthropy.
Diversity and inclusion
Continually develop an environment that
is inclusive and positive, where we create
meaningful opportunities for our
employees to flourish.
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202251
Sustainability
continued
ENVIRONMENT
We recognise our responsibility to help
protect the environment and support
the transition towards a low-carbon
economy. We seek to do so in two
main ways:
1. Managing our emissions
Minimise the negative environmental impact of our operations,
with a particular focus on reducing greenhouse gas emissions.
Our target is to be carbon neutral across both Scope 1 and Scope 2
emissions by the end of 2026.
2. Accompanying our clients
Apply our unique capabilities and strengths – our capacity
to connect clients to liquidity and data solutions – to help
them advance their transition journeys and meet their
sustainability objectives.
Managing our emissions
The Group’s strategy focuses on:
a) reducing the emissions of our own operations; and
b) ensuring the resilience of our business against the backdrop
of climate change.
Reducing our carbon emissions
In 2022, we reduced our total emissions for the Group globally,
covering Scopes 1, 2 and 3, by 4% to 58,177 tonnes CO
2
e.
We made progress towards achieving our objective of being
carbon neutral across both Scope 1 and Scope 2 emissions by the
end of 2026. Emissions in these categories decreased by 21% to
7,585 tonnes CO
2
e. The primary reason for the reduction was
a decrease in the number of office locations and data centres,
principally because of our ongoing property rationalisation
programme, including the Liquidnet integration. 2022 was
a peak year for the property rationalisation programme; we do
not anticipate maintaining the same pace of consolidation.
Please refer to the Metrics and Targets section of the TCFD
statement on page 62 for the detail of our emissions reporting.
CDP Disclosure
For the first time in 2022, we completed the CDP Climate Change
Questionnaire to secure authoritative external benchmarking.
A CDP score provides a snapshot of a company’s disclosure and
environmental performance. In December, CDP assigned TP ICAP
a ‘C’ score (www.cdp.net/en). As per the CDP scoring guidance:
“A ‘C’ score indicates awareness-level engagement. The awareness
score measures the comprehensiveness of a company’s evaluation
of how environmental issues intersect with its business, and how
its operations affect people and ecosystems.”
TP ICAP GROUP PLC Annual Report and Accounts 202252
Accompanying our clients
TP ICAP – notably through our Energy & Commodities and
Parameta Solutions divisions – is well placed to provide the
market infrastructure, liquidity and data to help our clients
advance their transition journeys.
Sustainable solutions
Emissions credits trading will play a key role during the energy
transition. This is an area we are focused on growing. In 2022, our
Energy & Commodities division brokered 1.8bn CO
2
metric tonne
equivalents of emissions credits, and 77m metric tonnes of
voluntary emissions credits, up 271% on 2021.
We are building an environmental hub and developing new
products (see CEO Review page 16). In February 2022, Tullett
Prebon announced the launch of its energy broking business in
Brazil. More than 80% of this energy is renewable: Brazil has the
second- largest hydropower capacity in the world. Tullett Prebon
is the first international brokerage company to transact an energy
deal in the Brazilian market using OTC broking. We also launched
a client-facing Fusion screen covering Green Certificates in
Norway. Client reaction is positive; trades have been completed
through the platform.
Throughout the year, TP ICAP Solutions – our France-based team
that designs and executes bespoke investment strategies – hosted
several sustainability events at our Paris offices. These events
connected investors, brokers, operators, and regulators to discuss
the most prominent issues in sustainable finance. In Parameta
Solutions, we developed our Green Bond Evaluated Pricing
proposition, part of the division’s overall Environmental Package.
Incorporating ESG factors in brokerage activities
In our 2021 Annual Report and Accounts, we made a commitment
to incorporate mandatory ESG scoring into the evaluation, and
approval process, for new business initiatives by the end of 2022.
This has been completed and is operational.
To determine a score, we added a mandatory ESG questionnaire
to the Change Management Framework (‘CMF’) process through
which all new business initiatives are reviewed. The questions
focus on emissions, gender representation, and type of asset class.
They seek to identify risks and opportunities associated with any
new business initiative. The outcome is an ESG score that forms
part of the information for approval that the Change
Subcommittee reviews.
Finally, we will also advance our plans to reduce energy
consumption through our property rationalisation programme
and more efficient energy usage. We will work with our vendors
to develop our understanding of Scope 3 emissions.
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202253
Sustainability
continued
SOCIAL
Our people
Attracting, developing, and retaining a talented, engaged group
of colleagues is central to our success.
Our objective is to continually work to develop an inclusive and
positive culture, where we create meaningful opportunities for our
employees to flourish.
Employee engagement
It is the role of the Group CEO to lead the work to build a strong
culture across the Group. This culture is informed by the Company’s
values and corporate purpose, both of which were reviewed and
advanced in 2022 (see below).
In 2022, one of the Group CEO’s objectives was to drive
improvement in employee engagement. An employee opinion
survey conducted in November 2022 generated a global
participation rate of 76%, significantly up from the previous year.
Employee engagement increased seven percentage points to
67% in 12 months. Colleagues indicated the biggest areas of
improvement were internal communications, our commitment to
building a strong conduct culture, and that the Company is
listening more effectively. Areas for improvement included career
development opportunities, recognition for good work, and more
information on how employees can contribute to the execution
of our strategy in their individual role.
Reviewing our corporate purpose
Recognising the importance that a compelling corporate purpose
has in helping to drive long-term value, the Board initiated a
review of the Group’s existing corporate purpose, which had been
in place for several years.
The review sought to answer the question ‘Why does TP ICAP
exist?’. The review process involved extensive desk-based research
and gathering colleagues’ input through a series of workshops
held globally. In addition, engagement sessions were held with
the Executive Directors, Non-executive Directors, and clients.
On commencing the review, it became clear that a firm’s vision
and mission are inextricably linked to its purpose. We therefore
also reviewed TP ICAP’s Vision and Mission statements to ensure
consistency. The outcome of the review is a set of new purpose,
vision and mission statements for the Group. These are referenced
throughout this report (for example, in the Chair’s Statement on
page 10), reflecting their influence on every part of our Group and
their importance to all our stakeholders.
The purpose, vision and mission statements are also particularly
relevant to our colleagues (hence their inclusion in this section
of the report.) The statements work together, alongside our new
corporate values, to help colleagues focus on doing the right
things, in the right way. Our purpose, vision and mission help
to attract and retain the best talent and the best clients in the
market, as they speak to who are and what is important to us.
Reviewing our corporate values
Our organisation, stakeholders, and the environment in which we
operate, have evolved a great deal in recent years. Consequently,
in 2022 we reviewed our corporate values to better align them
with the business we are today and the business we want to build
in the future.
The process to review our values included workshop sessions
with the Global Management Committee and feedback sessions
with colleagues. The outcome was a new set of corporate values.
Entitled the ‘Triple A Values’, they are Accountability, Authenticity
and Adaptability. Working together with our updated corporate
purpose, vision and mission, the Triple A Values will form the
bedrock of a high-performance culture that is aligned to the
execution of our strategy.
Employee networks
Work was carried out during the year to expand the Group’s
employee networks. The Americas, APAC and EMEA have all
established networks to best align with local needs. Together,
they operate under the name TP ICAP Accord. Run by colleagues
for colleagues, the networks connect and support employees on
a variety of issues including gender, health and wellbeing, and
multiculturalism. A notable achievement in 2022 was the work
undertaken by our Veteran’s Network in the UK. This led to
TP ICAP receiving the Gold Award from the UK’s Armed Forces
Covenant Employer Recognition programme.
Diversity and inclusion
In our 2021 Annual Report, we set out three diversity and inclusion
related targets:
1. By the end of 2025, increase the female representation of our
non-broking employee base from 34% to 38%.
2. By the end of 2022, build better baseline data in five focus
areas: female representation, race/ethnicity, multi-
generational, LGBTQ+, and socio-economic.
3. By the end of 2022, build better data sets to measure the pace
of advancement of diverse talent in the organisation.
Regarding diversity metrics, the brokerage industry as a whole
faces significant headwinds as its profile is older, and more
male-dominated. Compared to other financial institutions,
which often have regular recruitment campaigns, there is limited
employee turnover in front office brokerage teams. For this reason,
we are primarily focused on addressing diversity in our non-
broking workforce, where we have scope to make progress. Our
initial focus is on improving gender diversity. Over time, we will
broaden this scope to include other categories of diversity.
TP ICAP GROUP PLC Annual Report and Accounts 202254
Against this backdrop, in 2022 female representation in
non-broking roles increased from 34% to 35%, reflecting new
recruiting and retention efforts. They included working closely with
our recruitment vendors to ensure a more diverse set of candidates,
and launching a dedicated Women’s Development Programme.
As signatories of the Women in Finance charter
(www.womeninfinance.org.uk), we made a public commitment
to increase the representation of women in senior leadership
and management roles. We have already met our target to
have women comprise 25% of our senior management roles
by the end of 2025.
Turning to baseline data, the HR function has established new
dashboard reports that provide insight on gender representation
at the point of hire, promotion, and termination. HR is also
tracking multi-generational data – see the table below.
Work continues to build ethnicity, LGBTQ+, and socio-economic
data sets. We are mindful of legal restrictions in certain
jurisdictions, and the need to secure colleague permission to share
personal data. The United States is the only relevant jurisdiction
where we hold additional data solely related to ethnicity. We will
continue to review our options about disclosing socio-economic
and LGBTQ+ data for other jurisdictions. We will also continue to
build trust and a culture where colleagues see the value in sharing
their data with us, along with the systems necessary for them to
do this efficiently.
Making progress against these targets forms part of the remit
of the Head of Inclusion, Diversity and Engagement, a new
Group-wide role. Claire Harvey MBE started in post in January
2023. A GB Paralympian, Claire brings a wealth of expertise and
experience built at organisations that include Vodafone, KPMG,
the FCA, and the Ministry of Justice in the UK.
Employee training hours
The average number of training hours per employee in 2022 was
4.8 compared with 4.59 in 2021.
Human rights and modern slavery
We continue to support the UN Guiding Principles for Human
Rights. We are committed to taking steps to combat the risk of
any form of modern slavery from occurring in our business or
supply chain.
More online
The Modern Slavery statement can be found at:
https://tpicap.com/tpicap/responsibility/our-commitments/
modern-slavery-and-human-trafficking-statement
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202255
Sustainability
Social continued
Employee turnover
Current reporting year
1 January 2022 – 31 December 2022
Comparison reporting year
1 January 2021 – 31 December 2021
Turnover by gender¹ Female Male Female Male
318 (29%) 750 (68%) 228 (22%) 601 (59%)
Turnover by age group² <30 30-50 50+ <30 30-50 50+
286 (26%) 573 (52%) 207 (19%) 197 (19%) 439 (43%) 191 (19%)
Turnover by region APAC EMEA Americas APAC EMEA Americas
269 (24%) 548 (49%) 293 (26%) 194 (19%) 485 (47%) 344 (34%)
Employee new hires
New hires by gender³ Female Male Female Male
329 (33%) 637 (64%) 297 (30%) 630 (64%)
New hires by age group⁴ <30 30-50 50+ <30 30-50 50+
410 (41%) 450 (45%) 98 (10%) 321 (32%) 500 (51%) 98 (10%)
New hires by region APAC EMEA Americas APAC EMEA Americas
247 (25%) 523 (53%) 225 (23%) 256 (26%) 498 (50%) 236 (24%)
Breakdown of employee contract type
Employee contract by gender Female Male Female Male
Permanent 1,293 (25%) 3,954 (75%) 1,293 (24%) 4,088 (76%)
Temporary⁵ 45 (7%) 102 (15%) 47 (6%) 87 (12%)
Employment type by gender Female Male Female Male
Full-time 1,242 (24%) 3,921 (76%) 1,245 (23%) 4,060 (76%)
Part-time⁶ 51 (61%) 33 (39%) 48 (62%) 28 (36%)
Employee contract by region APAC EMEA Americas APAC EMEA Americas
Permanent 1,122 (21%) 2,533 (48%) 1,607 (31%) 1,163 (22%) 2,563 (47%) 1,677 (31%)
Temporary 52 (8%) 484 (71%) 145 (21%) 29 (4%) 515 (70%) 187 (26%)
Employee diversity and inclusion
Percentage of gender representation by category⁷
Current reporting year
1 January 2022 – 31 December 2022
Comparison reporting year
1 January 2021 – 31 December 2021
Category Female Male Female Male
Executive Management 20% 80% 20% 80%
Non-executive Management 25% 75% 27% 73%
Professionals 21% 78% 21% 79%
All other employees 25% 74 % 25% 75%
US-only percentage racial/ethnic group
Current reporting year 1 January 2022 – 31 December 2022
Category Asian
Black or African
American
Hispanic or
Latino White Other
Executive Management 33% 0% 0% 67% 0%
Non-executive Management 11% 0% 3% 86% 0%
Professionals 11% 4% 4% 78% 3%
All other employees 11% 3% 8% 71% 6%
Comparison reporting year 1 January 2021 – 31 December 2021
Category Asian
Black or African
American Hispanic or Latino White Other
Executive Management 50% 0% 0% 50% 0%
Non-executive Management 7% 0% 7% 86% 0%
Professionals 8% 3% 4% 82% 4%
All other employees 11% 4% 8% 72% 6%
TP ICAP GROUP PLC Annual Report and Accounts 202256
Our external communities
Economic impact
TP ICAP operates in 28 countries from more than 60 offices. The
Group generated £2.1bn revenue in 2022 and paid £542m to tax
authorities (2021: £523m). This comprised corporation tax, premises
taxes, employer’s social security payments, income taxes and social
security paid on behalf of employees in the UK and the US (the
main jurisdictions in which it operates), and VAT/sales taxes borne
and collected. The Group also makes tax payments to the tax
authorities in other tax jurisdictions in which it operates.
Reflecting that people are our chief resource, we paid £1.3bn in
compensation and benefits. General and administrative expenses
paid to our supply chain amounted to £491m. Combined, the direct
and indirect economic impact generated by TP ICAP is significant.
We also play a critical role in helping the global capital markets
function effectively. This enables our clients to serve their retail and
corporate customers effectively, whether that is to help start or
build a business, buy a property, or invest in a pension.
Social impact
Through ICAP Charity Day (see pages 58-59), employee volunteer
initiatives and Group-wide social mobility partnerships, we work to
make a positive social impact.
Championing social mobility with National Numeracy
Numeracy is one of life’s crucial building blocks and an important
driver of social mobility. Since 2018, we have had a significant
partnership with the UK charity National Numeracy, which focuses
on building the nation’s number confidence and skills. We have
funded the development of tools and resources to help people
check and develop their numeracy skills, creating adaptive online
learning environments that build confidence as well as skills.
In 2022, we supported the fifth annual National Numeracy Day and
second annual Number Confidence Week, of which TP ICAP is a
founding partner:
Number Confidence Week
Since it began in 2020, Number Confidence Week has inspired
152,577 actions to improve confidence with numbers. In 2022, the
campaign inspired 89,975 actions, more than four times as many
as in 2020.
1 In 2022 96% of leavers had a gender recorded in our people data management
system. In 2021 81% of leavers had a gender recorded.
2 97% of leavers during 2022 had an age recorded in our system.
3 In 2022 97% of new hires had gender recorded in our system at year end. In 2021,
this applied to 94% of new hires in that period.
4 In 2022 96% of new hires have an age recorded in our system at year end.
5 In 2022 22% of temporary workers had a gender recorded in our system. In 2021,
18% of temporary workers had a gender recorded.
6 In 2021 98% of part-time workers had a gender recorded in our system.
7 Totals may not equate to 100% due to rounding.
National Numeracy Day
In 2022, National Numeracy Day inspired nearly half a million
actions towards improving numeracy – more than five times as
many as 2021. The Big Number Natter sparked a nationwide
conversation about numbers and the media campaign reached
millions. The number of champion organisations promoting the
day rose 71% on last year to 4,813. Overall, the campaign helped
empower adults and children in the UK to build their confidence
with numbers and feel in control at home, work and school.
National Numeracy Leadership Council
TP ICAP is a founding member of the National Numeracy Leadership
Council and is represented by Executive Director and Group General
Counsel, Philip Price. The Leadership Council works with businesses
and organisations across the UK to address numeracy challenges
and work in partnership to implement solutions.
More online
Read the Number Confidence Week impact report here:
https://www.nationalnumeracy.org.uk/news/number-
confidence-week-impact-report
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202257
Sustainability
continued
OUR JOURNEY TO 30
ICAP Charity Day
On Wednesday 7 December 2022, ICAP held its 30th annual global
Charity Day.
Since 1993, ICAP Charity Day has raised money for charities across
the globe, with 100% of ICAP’s company revenues and 100% of its
brokers’ commissions generated on the day donated to a variety
of causes.
In 2022, the day was opened by a video message from The Prince
of Wales, in his role as Patron of The Passage, a UK-based
homelessness charity we support. Many well-known charity
ambassadors joined our brokers to close deals with clients,
including Simon Cowell, Ant and Dec, and Floyd Mayweather Jr.
On the day, £4.4m was raised, which will benefit more than 100
different charitable organisations worldwide. This brings the total
amount raised to more than £160 million since the first ICAP Charity
Day in 1993.
Our Journey to 30
As 2022 was a landmark year for ICAP Charity Day, we
commissioned independent research on the positive social impact
it has made over the last three decades. The report’s findings are:
> More than 2,800 donations have been made in support of more
than 1,700 charities worldwide;
> Charity Day has directly supported 7.7 million people since 1993;
> Three in four of our supported charities are small to medium in
size, focusing on local or national causes;
> Donations have been made in 25 countries, with medicine,
education, and relief from poverty being the most supported
causes; and
> Children and young people have been the most supported group,
followed by people with ill health or social disadvantage.
More online
Read the ICAP Charity Day social impact report in full here:
https://tpicap.com/tpicap/sites/g/files/escbpb106/
files/2022-12/ICAP%20Charity%20Day_Impact-Report.pdf
10 December 1993,
London. The first ICAP
Charity Day
30
YEARS
OF FAMOUS FACES
Our brokers donate
100% of their commissions,
ICAP donates 100% of
its revenues
TP ICAP GROUP PLC Annual Report and Accounts 202258
30
TH
ICAP CHARITY DAY,
7 DECEMBER 2022: £4.4M
RAISED ON THE DAY
ANT & DEC WERE SUPPORTING THE PRINCE’S TRUST
TOTAL RAISED SINCE 1993:
£ 1 6 0 M
SUPPORTED
7.7 MILLION
PEOPLE IN NEED
GLOBAL PRESENCE,
LOCAL DELIVERY
30 YEARS OF
CLIENTS’ SUPPORT
1 IN 4
CHARITIES PRO VIDE
RELIEF FROM POVERTY
3 IN 4
SUPPORTED
CHARITIES
ARE SMALL TO
MEDIUM IN SIZE
FOLLOW- THE-SUN
FUNDRAISING
1,700+
CHARITIES
SUPPORTED,
2,800+
DONATIONS
MADE
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202259
Sustainability
continued
ESG GOVERNANCE
Board-level oversight and engagement
At TP ICAP Group plc Board level, Tracy Clarke continues in her role
as the Non-executive Director responsible for ESG engagement.
Tracy works closely with the Group’s management team to ensure
that the Board continues to have oversight on business strategy
from an ESG perspective. For more detail on the Group’s overall
approach to governance, see the Governance Report on page 82.
Our governance arrangements under the TCFD framework are set
out on pages 62–64.
Executive management
Oversight and governance of ESG performance sits at the highest
level of management. In 2022, each of the three Executive
Directors – the Group CEO, Group General Counsel and Group
CFO, who together form the Executive Committee – were set an
ESG-related objective as part of their 2022 Strategic Objectives,
as agreed by the Remuneration Committee. These were assessed
as part of their annual performance and remuneration. See the
scorecard in the remuneration section of this report on pages
126-128 for details.
The Group General Counsel has responsibility for leading the
delivery of the Group’s overall ESG programme and updating the
Board on ESG matters. The Group CFO has responsibility for
delivering the Group’s TCFD reporting, supported on a day-to-day
basis by the Group Director for Corporate Affairs.
Business ethics
Trusted, long-term relationships are central to TP ICAP’s approach
to doing business. We are committed to the highest standards of
integrity from all colleagues, in all that we do. The standards of
behaviour are set out in our Code of Conduct. This is complemented
by a range of policies and resources, including the TP ICAP Employee
Handbook, Regional Compliance manuals, Malus and Clawback
Policy, and Whistleblowing Policy.
Our Whistleblowing Policy and procedures are in place to ensure
that any concerns about activity are handled fairly and effectively.
They encourage and expect employees to speak out if they have
legitimate concerns about wrongdoings. The policy clearly sets out
the standards of expected behaviour, and how to raise a concern.
It outlines how reports are investigated and provides assurances
relating to confidentiality.
Throughout the year, all colleagues complete a programme of
mandatory training to enhance professional integrity and
safeguard against breaches. Modules include Preventing Market
Abuse, Anti-Bribery & Corruption, and Anti-Money Laundering.
Training is tailored dependent on role and region. Colleagues are
also required to attest that they have read and understood their
relevant region’s Compliance Manual and the Group Code of
Conduct. Completion is tracked and completion contributes to
colleagues’ annual performance review process.
To help maintain a strong conduct culture, leaders throughout
the business communicate regularly on the importance of good
behaviours. In addition, the firm’s new Triple A Values emphasise
the importance of Accountability in the workplace. This focuses on
building trust by being accountable to ourselves, our colleagues,
and our clients.
Systemic risk management
TP ICAP conducts robust assessments of the principal risks facing
the Group, including those that could undermine the business
model, future performance, solvency or liquidity, and reputation.
The Group undertakes stress testing and scenario analyses to
enhance its understanding of its risk profile.
We manage our risk profile through our Enterprise Risk Management
Framework (‘ERMF’) and deliver the risk management strategy
through a range of actions. They include clear communication of
risk-related expectations and responsibilities from senior leadership,
and remuneration structures that drive the right behaviours. For
more detail please see pages 67-68 of the TCFD section and page
113 of the Risk Committee report.
TP ICAP GROUP PLC Annual Report and Accounts 202260
Promoting transparent and efficient capital markets
TP ICAP sits at the centre of the world’s financial, energy and
commodity markets. We play a central role in connecting clients
to liquidity and data solutions. This enables wholesale markets
to function effectively and efficiently, notably in times of market
stress. In terms of contributing to the efficient operation of capital
markets through the provision of trusted market infrastructure, in
2022 we recorded no halts due to a public release of information
and no pauses related to volatility.
Managing business continuity and technology risks
TP ICAP’s Business Continuity Management practices focus on
ensuring the safety of our staff and systems, minimising business
disruption, and managing crises effectively.
Our crisis management teams are organised on a global and
regional level. All events are escalated in accordance with the
Group’s Event Rating and Escalation Scale, as stated in the
Group’s Enterprise Risk Management Framework. Global and
Regional Change Advisory Boards have oversight of all
technology updates. IT incidents are tracked and managed
based upon severity of incident against an application and
IT Services tiering scale.
In 2022, TP ICAP experienced no IT, Business Continuity, data or
cyber security breaches that caused significant market disruption
or had a material adverse effect on our business.
Tax and other social payments
The Group has published a Group Tax Strategy, available on our
website. This strategy explains that we are committed to complying
with tax laws in a responsible manner and to having open and
constructive relationships with tax authorities wherever we
operate. The Group’s tax risk appetite is low.
Political contributions
Nil. It is the Company’s policy not to make cash contribution to
any political party. However, within the normal activities of the
Group, there may be occasions when an activity might fall with
the broader definition of ‘political expenditure’. Therefore, the
Company has sought to obtain shareholder authority to make
limited donations at each AGM.
More online
Read our Group Tax Strategy published on our website:
https://tpicap.com/tpicap/responsibility/our-commitments/
group-tax-strategy
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202261
Sustainability
continued
Statement of Compliance
TP ICAP is committed to continued adoption and alignment
with the recommendations of the Task Force on Climate-related
Financial Disclosures. In compliance with the FCA Listing Rule LR
9.8.6R(8) on climate-related disclosure, we believe the information
contained within this report to be consistent with the TCFD
recommendations and recommended disclosures. We recognise
that we are on a journey of continual improvement – with more to
do – to move iteratively towards the most comprehensive response
to TCFD. 2022 saw the Company commission a high-level
qualitative climate change scenario assessment and focus on
governance and risk. Reflecting our journey of improvement, this
report sets out what we did in 2022, and what we will be doing in
2023. Our 2023 work programme includes a detailed quantitative
and qualitative scenarios analysis, encompassing risks and
opportunities. Completion of this detailed scenario analysis puts
the Company on a pathway to full TCFD compliance by the end
of 2023. All relevant information is included in this Annual Report
on pages 62-70.
INDEX
Recommendation Disclosure location
Governance
a) Board oversight 63
b) Management’s role 63-64
Strategy
a) Climate-related risks and opportunities 65-66
b) The impact of climate-related risks and
opportunities 66
c) The resilience of the organisation’s strategy 66
Risk Management
a) Identifying and assessing climate-related risks 67
b) Managing climate-related risks 67
c) Integration into overall risk management 68
Metrics & Targets
a) Climate metrics 68
b) Greenhouse gas (‘GHG’) emissions 69-70
c) Climate targets 69
TASK FORCE ON CLIMATE-RELATED
FINANCIAL DISCLOSURES
TP ICAP is committed to continued
adoption and alignment with the
recommendations of the Task Force on
Climate-related Financial Disclosures
TP ICAP GROUP PLC Annual Report and Accounts 202262
Governance
The Board’s oversight of climate-related risks and opportunities
2022
Board responsibilities
The Board has overall responsibility for climate-related risks and
opportunities. During 2022, issues it considered relating to climate
change were the regulatory backdrop and our associated action
plans for 2022 and 2023.
Board oversight
The Group Board, and its Committees (Risk, Audit, and
Remuneration), reviewed climate change-related issues three times
in total during the year. These specific papers focused on reviewing
progress against the Group’s mandatory climate-related reporting
requirements and the actions to advance our progress further.
For example, at its December meeting, the Group Board reviewed
and agreed a paper that set out the main elements of the climate
change strategic framework for TP ICAP. The Board and Senior
Management also attended a presentation by EY on Climate
Change and TCFD Reporting. This focused particularly on the
changing regulatory frameworks in the UK, and developments
in Europe.
The Audit Committee had several engagements throughout 2022
about the firm’s TCFD work programme. They received reports on
TCFD progress, and reporting requirements, including recent
Financial Reporting Council guidance.
The Group strengthened its ESG-related capabilities in 2022 by
appointing Shane O’Riordain, Group Director, Corporate Affairs,
reporting directly to the Chief Executive Officer. At TP ICAP, as part
of his overall executive remit, Shane leads the Group’s dedicated
Sustainability function. This includes a Director of Sustainability &
Community Investment and dedicated Investor Relations resource.
Prior to TP ICAP, amongst his other responsibilities, Shane held
sustainability leadership roles at Halifax, HBOS, Lloyds Banking
Group and Royal Mail.
The Duties and Responsibility Sections of the Terms of Reference
for the Remuneration Committee, Nominations & Governance
Committee, Audit Committee, Risk Committee, Group Risk, Conduct
and Governance Committee and Executive Committee were
amended to include responsibilities on climate change. These
changes make clear the particular responsibility of each committee
in ensuring that the organisation fully responds to the requirement
of the listing rule.
The Corporate Transactions Policy was updated to take account of
Climate Change. Climate change-related risks and opportunities
that any material acquisition or divestiture might generate for the
Group in the short and medium term will be considered by
proposers and decision-makers.
Climate change considerations were included in the annual budget
process. For the 2023 budget period, we do not expect any material
climate change-related financial impact on our business.
As noted above, all Board members receive information
throughout the year and participate in climate-related workshops.
Tracy Clarke is the overall lead on ESG. Tracy’s experience includes
being responsible for Corporate Affairs and Sustainability at
Standard Chartered. She is also a current member of Chapter
Zero. In addition, Edmund Ng is a member of Eastfort Asset
Management’s ESG Committee, which focuses on steering the
fund portfolio towards sustainable investments by working closely
with stakeholders that include regulators and service providers.
Philip Price, Group General Counsel, retains overall responsibility
for ESG matters. During the year, Robin Stewart, CFO, took
responsibility for leading on TCFD.
2023
Under the climate change strategic planning framework, the
Board review two substantive updates on climate change each
year, including at the annual Strategy Day. Both the Board, and
the Executive Committee, will review and agree a report on the
findings of this detailed scenario analysis.
The Audit Committee will also review climate change. It will
focus on TP ICAP’s adherence to the UK regulations, emerging
regulatory requirements in other jurisdictions, and the quality
of TP ICAP’s climate change data.
The Risk Committee reviewed a paper on Climate Change Risk
Framework in January 2023. The Committee is committed to
reviewing climate-related risks and TP ICAP’s risk management
framework on a regular basis. These reviews will focus on the
climate-related risks and opportunities that have been identified,
including the potential financial and strategic impact to the
Group, following our in-depth scenario analysis work.
Management’s role in assessing and managing climate-
related risks and opportunities
The management team has a significant role in assessing and
managing climate-related risks and opportunities. The level of
activity increased in 2022 and is expected to increase further
in 2023. In 2022, the Terms of Reference of several management
committees and working groups were amended to clearly
articulate the role of each in delivering TP ICAP’s climate
response.
The Executive Committee’s responsibilities are clearly set out in
its Terms of Reference. The Committee’s primary duty is to oversee,
monitor and review the Group’s climate change strategy and
execution, including the embedding of the TCFD deliverables
under the four pillars (Governance, Risk, Strategy and Metrics)
across the Company.
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202263
The Executive Committee’s Terms of Reference include reviewing
on a regular basis the Group’s progress, including the climate
change scenario analysis required under UK regulation and an
assessment of the potential impact of climate change on the
Company’s business model: revenue, costs, etc. Finally, a review of
the Company’s own carbon emission targets and progress is also
a specific part of the Committee’s remit. This year, the Executive
Committee reviewed the proposed climate change strategic
planning framework, and received a detailed update on progress
around TCFD and Scopes 1, 2 and 3.
Senior managers, including our Executive Director with
responsibility for ESG and members of the Group Management
Committee (‘GMC’), play an active part in the working groups that
oversee climate-related activity and performance. Philip Price
(Executive Director) and Martin Ryan (GMC member), David
Goodchild (GMC member) and Sue Maple (GMC member) all
attend the ESG Forum.
The Group ESG Forum reports into the Executive Committee. It has
Group-wide responsibility for TP ICAP’s environment, social and
governance impact. Regarding climate change, this includes
overseeing climate-related risks and opportunities to support
strategic decision-making; implementing policies, delivery,
communications, and disclosures; tracking the emerging climate
change physical and transitional risks and monitoring regulatory
developments. The Forum is chaired by the Group Director of
Corporate Affairs. The other members are the Group General
Counsel, Group Head of HR, Group Chief Operating Officer, Group
Head of Risk, Group Head of Marketing and Communications and
the Chief Procurement Officer. The ESG Forum met three times in
the year. Philip Price, the Group General Counsel, updates the
Executive Committee on climate change matters arising from the
Group ESG Forum.
During the year, a Climate Change Working Group was set up.
It meets regularly and is chaired by the Group Director, Corporate
Affairs. Its purpose is to ensure that all climate change commitments
and actions are being quickly and effectively indicated. It draws
membership from Finance, Procurement, Facilities, Change
Management and Corporate Affairs.
Robin Stewart, Executive Director and Chief Financial Officer,
is the chair of a dedicated TCFD Working Group, which we have
established. Its membership includes Finance, Risk, representation
from the four Business Divisions and Corporate Affairs. In 2023,
the group will meet regularly and focus on the actions needed to
complete the implementation of the TCFD pillars across our
business. The Group Director, Corporate Affairs has day-to-day
responsibility for embedding TCFD across the business. In addition,
the CEOs of our four business divisions all participated in workshops
in 2022 to help identify, agree and prioritise the climate-related
risks and opportunities facing our business as part of the high-level
climate change scenario analysis conducted in 2022.
In summary, these management arrangements feed into the
relevant board committees and to the Board itself. Clear terms of
reference are in place for each. All parts of the organisation are
aligned to the Company’s response to Climate Change and
complying with the UK regulatory requirements.
ESG Governance Structure
TP ICAP Group plc Board
Has oversight on business strategy from
an ESG perspective.
Climate Change
Working Group
Supports the ESG Forum and
drives delivery of our various
climate change-related
commitments and disclosures.
Executive Committee
Leads the delivery of the Group’s overall ESG
programme and updates the Board on ESG matters.
Group ESG Forum
Provides oversight and advice in relation to ESG strategy,
policies, documentation, implementation, communications,
and disclosures.
TCFD Working Group*
Drives the actions needed to
embed the TCFD framework
within our business.
* TCFD Working Group will be operational in 2023.
Sustainability
Task Force on Climate-related Financial Disclosures continued
TP ICAP GROUP PLC Annual Report and Accounts 202264
Strategy
The climate-related risks and opportunities TP ICAP has
identified over the short, medium, and long term
Our approach, including materiality
We are at the early stages of an ongoing process to assess the
impact of climate change on our business, and its associated
materiality. We acknowledge that we have more to do to fully meet
the TCFD requirements, notably regarding creating potential
impact pathways to link climate-related risks and opportunities
to financial performance.
Our approach to materiality is centred around qualitative and
quantitative factors. As a first step, in 2022 we undertook a
high-level climate change impact analysis of the physical and
transition risks and opportunities facing our business.
Process we adopted
From a physical risk perspective, the analysis assessed 40 sites
globally according to seven potential hazards: wildfires, inland
floods, heatwaves, drought, sea level rise, water stress and cyclones.
Risk exposure was assessed on a low, medium and high scale based
on SustGlobal thresholds.
The qualitative element of the assessment included desk-based
research, staff interviews, and workshops involving senior executives
from across the Group and the CEOs of our four business divisions.
This qualitative approach sought to identify transition risks and
opportunities according to three types: (1) Market and Technology
Shifts, (2) Policy and Legal, and (3) Reputation. We then worked
to assign the risks and opportunities identified to a specific
geography, business or function, and sub-sector within a business
or function. We also worked to assign a short or medium-term
timeframe to the risks and opportunities, and prioritise them
in order of importance.
More broadly, our governance processes are also a material
aspect of how we consider the impact of climate change. In 2022,
we strengthened our approach in this area. Examples include
establishing a climate change framework for the Group’s key Board
and executive committees. This underpins the regular review of
climate change and its potential impacts on our business. In
addition, we incorporated the TCFD risk drivers into our overall
Enterprise Risk Management Framework. Potential climate-related
risk impact on all our risk types is now actively assessed.
Time frame
TP ICAP operates according to a short-term time frame of 0–3
years, the main element being a detailed one-year budget planning
cycle. This reflects our role as a broker whose activities are market
driven. The Group does not have a defined time frame for the
medium term. However, for the purpose of evaluating climate-
related risks and opportunities, we have defined medium term as
3–5 years as part of our high-level climate change analysis. We will
return to the medium-term time frame as part of our detailed
scenario analysis in 2023.
The Group does not adopt a long-term planning process. Over the
immediate 2023 budget period, we do not expect any material
climate change-related financial impact on our business.
The outcome of the high-level climate change analysis informed our
risk assessment process as laid out in our Enterprise Risk Management
Framework (see pages 72-74 for detail). Together, the analysis and
risk assessment identified the following risks and opportunities.
Risks
From a Group-wide perspective, we identified the short-term policy
and legal risk of potentially failing to comply with climate-related
regulatory requirements. Additionally, potentially being unable to
meet expectations in relation to climate strategy and performance
could lead to reputational risk and key stakeholders – for example,
investors, clients and suppliers – being unwilling to engage with the
Group and its four business divisions.
In the medium term, the high-level analysis identified that of the
Group’s four business divisions, Energy & Commodities would most
likely be affected by climate change. For example, market and
technology shifts could lead to the risk of the business not
responding effectively to changes in client demand, or to the
emergence of new competitors focused on providing sustainable
solutions (for example, specialist voluntary carbon trading
platforms). This could adversely affect Energy & Commodities
revenues over time. More broadly across the Group, the direct,
or indirect, impact of physical or transition climate risk on
counterparties could result in an increased probability of
counterparty defaults.
In both the short and medium term, the potential impact of physical
or transition climate risk on the Group, third-party infrastructure
providers or other key suppliers could lead to a loss of our critical
infrastructure and compromise our ability to do business. Whilst the
overall results of the high-level physical risk analysis show that our
sites have a low exposure to physical climate hazards under a high
emissions future, some exposures do exist that should be monitored
moving forward. 21 assets face high exposure, most commonly to
cyclones (Southeast Asia), heatwaves (Middle East and Southeast
Asia), drought and water stress (across regions). Across larger sites,
Singapore and New York face water stress and some cyclone
exposure. 14 of the 21 high exposures begin occurring in the short
term, most located in the Middle East.
Opportunities
In the short term, market and technology shifts mean our Energy &
Commodities division can play a strategic role globally in helping
to enable the transition from ‘traditional’ fuels by developing its
offering in renewable broking, so unlocking new, sustainable
revenues streams. The by-product of these new broking solutions
would be new sources of data that Parameta Solutions, our data
and analytics division, could monetise.
Over the medium term, by building a reputation as a progressive
intermediary and pivoting growth towards sustainability, TP ICAP
can attract and retain talent, new investors, and new clients.
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202265
In 2023, we will undertake a more detailed climate scenarios
analysis, including climate-related risks and opportunities. From
this the Group will calculate the potential future financial impact,
where methodologies allow. The 2023 work, as noted above, will
be accompanied by intensive engagement with the Board.
The impact of climate-related risks and opportunities on
TP ICAP’s businesses, strategy, and financial planning
Impact on the Group
During 2022, TP ICAP’s strategy and planning have been informed
by high-level scenario work using variants of the IPCC’s SSP2 and
SSP5 scenarios for physical risks and NGFS Scenarios Net Zero
2050, Divergent Net Zero and Delayed Transition scenarios for
transition risks and opportunities. We will continue to use these
‘scenario sets’. They provide a consistent scenario storyline for
assessment whilst recognising that there are a growing number
of scenario sources, where several may be applied as part of the
climate scenario analysis. The scenario sets used by TP ICAP include
an aggressive policy scenario where transition risks are high, a low
mitigation scenario where physical risks are high and a middle of
the road/disorderly transition scenario to reference the in-between.
Impact on financial performance and strategy
For the 2023 budget period, we do not expect any material climate
change-related financial impact on our business. We are in the
process of considering how material climate-related issues affect
our business strategy. In 2022, this has been carried forward by
engagement with senior management across the business.
The Climate Change impact assessment has highlighted areas of
exposure across our key sites and business operations. We have also
strengthened our understanding of the exposure of our largest
suppliers to climate change and the level of their own emissions.
Our understanding of the impact of climate change grew as a result
of our engagement in 2022. By the end of 2023, owing to the
further work noted above, we expect to have mapped out how
climate-related issues affect financial performance (eg, revenues,
costs) and financial position (eg, assets, liabilities) and to have that
understanding inform our business plans.
Prioritisation and transitioning plans
TP ICAP prioritises its climate-related risks and opportunities
through the system of working groups described in the
Management’s role in assessing and managing climate-related
risks and opportunities section of this report.
Initial high-level scenario work has been completed. More detailed
work is commissioned for 2023 to map out how climate-related
issues could impact our financial performance. Following on from
that we will develop a Transition Plan that takes into account the
UK’s 2050 Net Zero Carbon commitment. We have set a 2026
Scope 1 and 2 absolute emissions reduction target, which will make
a direct contribution moving towards a low-carbon economy. For
more detail, see the Metrics and Targets section on pages 68-70.
The resilience of TP ICAP’s strategy, taking into
consideration different climate-related scenarios,
including a 2°C or lower scenario
The climate-related scenarios we considered during 2022 included
consideration of time horizons up to 2100. The analysis of physical
risk considered 40 sites, including data centres. We applied two
climate scenarios, which followed the Intergovernmental Panel on
Climate Change (‘IPCC’) guidelines: the worst-case ‘Fossil-fuelled
development’ scenario, and the ‘Middle of the Road’ scenario.
The hazards considered were cyclones, drought, heatwave, inland
flooding, sea level rise, water stress and wildfire.
The analysis showed that most TP ICAP sites, including data
centres, have low overall exposure to physical climate hazards
even under a high emissions future. Facilities faced low long-term
exposure, most prevalently to cyclones (Southeast Asia), drought
(across regions), water stress, sea-level rise and heatwaves (Middle
East and Southeast Asia). 14 of the 21 high exposures identified
begin occurring in the short term. Most high exposures were in
Middle East, APAC, with one in the US and one in the Nordics. This
does not pose an immediate threat to the resilience of our operations
but nonetheless is being fully integrated into our planning.
TP ICAP is not immune from physical risks stemming from climate
change. TP ICAP generates its income through broking. It is key
therefore that the Group correctly recognises which elements of the
business will grow or decline as clients, the economy and governments
adapt to the transition to a low-carbon economy. We keep this
under review and will return to it as part of our detailed climate-
change analysis work that will be completed in 2023.
We are developing our resilience to climate change through
a continuous journey of improvement to better understand the
potential impacts of climate change. As noted, we commissioned
an external consultancy to undertake high-level scenario work in
2022. We will build on that during 2023 with much more detailed
scenario work. To help complete this detailed work we have
commissioned a third-party specialist agency, Corporate
Citizenship. This will better equip the organisation to make
informed assessments on the potential impact of climate-related
issues on the Group’s financial performance (eg, revenues, costs)
and position (eg, assets, liabilities) implications. This work includes
a 2°C or lower scenario, and other scenarios with higher levels of
warming and increased physical risk.
The high-level scenario analysis done to date on climate-related
physical and transitional risk and opportunities, combined with the
feedback from Business and Functional heads as part of the 2023
budget process, does not show any financially material risk that will
affect the Group in 2023. We will keep this under review pending
the detailed climate change analysis work that we will do in 2023.
Sustainability
Task Force on Climate-related Financial Disclosures continued
TP ICAP GROUP PLC Annual Report and Accounts 202266
Risk Management
TP ICAP’s processes for identifying and assessing climate-
related risks
Climate-related risks are identified, assessed and managed within
the overall scope of our Group-wide Enterprise Risk Management
Framework (‘ERMF’).
In 2022, the Risk function used the output of the high-level climate
change impact analysis to inform the risk assessment process as
laid out in the ERMF. The high-level scenario analysis process
involved desk-based research, interviews with a broad range of
stakeholders, and several workshops with senior managers from
across the Group. It was facilitated by an external consultant.
The analysis focused on the physical and transition risks and
opportunities arising from climate change over the short and
medium term. We followed the TCFD typology to categorise the
risks and opportunities: namely, Physical, Market and Technology
Shifts, Reputation, and Policy and Legal.
The ERMF risk assessment process includes:
> A review of the risks recorded in the Group’s Risk Register;
> A review of the risk appetite framework and risk management
requirements, as these relate to climate risks; and
> An assessment of the Group’s current climate risk profile relative
to risk appetite.
TP ICAP has identified and assessed the potential size and scope
of climate-related risks by building upon the definition of the risk
Climate change – transition to net zero set out in the Emerging Risks
section of the Annual Report and Accounts 2021. Following the
2022 risk assessment, climate-related risk has been elevated from
the Group’s Emerging Risk Register to the Risk Taxonomy, which
contains the Group’s actively managed risks. This ensures the requisite
level of visibility for management and governance, as well as
external stakeholders.
The Board articulates the overall level of risk the Group is willing to
accept for the various risks it faces within its Risk Appetite Statement,
including climate-related risks. This includes defining the Group’s
overall loss tolerance and its targeted level of prudential adequacy.
The Risk Appetite Statements are cascaded and operationalised
throughout the Group via a framework of risk appetite
implementation metrics.
The Group principally assesses its risk profile, through the above
processes, over a time frame of the next 12 months. It also seeks to
identify any potential changes to its risk profile over the short and
medium term. Given that TP ICAP’s core business is broking and
therefore markets-led, the Group does not undertake long-term
planning or risk assessment.
Applying climate-related risk considerations to our existing risks
has not materially changed the assessment of their risk profile in
the short term. This is because we do not foresee any probable
climate change-related risk consideration crystallising in the next
12 months that will materially affect our business. However, the
Group has identified several climate-related risks that could lead
to a change in risk profile over the medium term. These include
potential transition and physical impacts on the Energy &
Commodities business, potential physical impacts on the Group’s
operational resilience in certain locations in Asia Pacific and the
Middle East, and the likelihood of increased regulatory focus on
climate risks. We will keep these risks under close review.
In 2023, we will continue to identify, assess and manage our climate
risk profile through our ERMF. To enhance this process, we will build
on the high-level climate change analysis undertaken in 2022 and
conduct a significantly more detailed qualitative and quantitative
review in 2023, the output of which will inform our approach.
This will include existing and emerging regulatory requirements.
As detailed in the Governance section (page 82), the Group will
also embed the climate change strategic planning framework to
integrate climate considerations into BAU management processes
and systems.
TP ICAP’s process for managing climate-related risks
We manage climate-related risks by incorporating them into our
ERMF. This process includes:
> Logging how the risk has been recorded in the Group’s Risk
Register – ie, by amending an existing risk type or defining
a new risk;
> Detailing how the risk has been incorporated within the Group’s
Risk Appetite Framework;
> Outlining key mitigants or controls adopted to manage the risk;
and
> Making a high-level assessment of the risk profile for each
relevant risk.
In 2022, we amended the definitions of the following risks to include
climate-relate risk considerations:
> Business Continuity and Crisis Management Risk now includes
the risk that the Group fails to address appropriately physical or
transition climate risk impacts on the Group, or third-party
infrastructure and business continuity providers.
> Credit Risk now includes the risk that a counterparty defaults
due to the direct or indirect impact of physical or transition
climate risk.
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TP ICAP GROUP PLC Annual Report and Accounts 202267
> Strategy Design and Implementation Risk now includes the risk
that the Group:
> Fails to respond effectively to the impact of physical or
transition climate risk on client demand;
> Fails to address any long-term loss of operability, due to the
impact of physical or transition climate risk impacts on the
Group, its employees, third-party infrastructure providers or
other key suppliers which fundamentally undermines the
Group’s ability to operate its business models; or
> Incurs reputational damage caused by a failure to meet
stakeholder expectations in relation to ESG strategy and
performance (including climate change), leading to key
stakeholders being unwilling to deal with the Group (including
investors, clients, suppliers and employees).
In addition, a new risk was introduced entitled Climate Risk
Regulatory Compliance. This is defined as the risk that the Group
fails to comply with climate-related regulatory requirements in any
of the jurisdictions in which TP ICAP operates, with potential
sanctions for non-compliance including fines, public censure and
associated damage to the Group’s reputation.
As part of the ERMF, the Group operates a formal issue
management process across the three lines of defence to manage
any issues which could materially impact the Group’s risk profile.
The risk identification process involves identifying a designated
senior manager as ‘risk lead’ for all material risks who has overall
responsibility for overseeing the management of that risk across the
Group. In determining the appropriate response, the Group will
prioritise its remediation activity according to the potential impact
of each relevant risk.
See pages 76-81 in the Risk section of this report for a review of the
Group’s principal risks, how climate change relates to these
principal risks, and associated key mitigants.
How TP ICAP identifies, assesses and manages climate-related
risks are integrated into the organisation’s overall risk
management
We manage climate-related risks within the scope of our overall
existing ERMF. Please see pages 72-74 for more details.
Metrics and Targets
The metrics used by TP ICAP to assess climate-related risks
and opportunities in line with our strategy and risk
management process
The key metrics used to measure and manage climate-related risks
and opportunities are TP ICAP’s Scope 1, 2 and 3 emissions.
We follow the Greenhouse Gas Protocol in calculating and, where
necessary, extrapolating our emissions. We report our corporate
emissions under the operational control method. We therefore
account for 100% of the greenhouse gas (GHG) emissions where we
have operational control. This includes TP ICAP and its subsidiaries.
Building emissions and business travel data was collected as part
of SECR compliance covering 1 January 2022 – 31 December 2022.
This data covered building energy use, refrigerant use,
business travel and waste.
Purchased Goods & Services emissions and global train travel
emissions were calculated using the environmentally extended
input-output (EEI/O) table method based on emissions per
GBP spend.
TP ICAP measures and reports its emissions for Scope 1, 2 and five
of the 15 Scope 3 GHG emission categories. These are outlined in
the table below. The target and carbon reduction strategy relates
to this scope.
Scope Subscope
Scope 1 Fuel Combustion
Company Vehicles
Fugitive Emissions
Scope 2 Purchased Electricity, Heat or Steam
Scope 3 Purchased Goods & Services
Capital Goods
Fuel & Energy
Upstream Transportation and Distribution
Waste Disposal
Business Travel
Commuting
Upstream Leased Assets
Downstream Transportation and Distribution
Processing of Sold Products
Use of Sold Products
End-of-life treatment of Sold Products
Downstream Leased Assets
Franchises
Investments
In parameter.
Out of parameter.
We do not disclose 10 out of the 15 Scope 3 GHG categories
because we do not have any emissions, or any significant emissions,
in these areas.
Specifically, Capital Goods are captured in Purchased Goods &
Services. We are not a manufacturer that requires mass delivery of
raw materials. We don’t lease any assets, aside from our buildings,
the emissions of which are covered in Scopes 1 and 2. We sell
a service and do not distribute physical products for others to use
or process and sell on. The services we sell – for example, trade
execution and advisory – do not generate their own emission
streams. We have no franchises, and, as a broker, we do not lend
money or make investments.
Sustainability
Task Force on Climate-related Financial Disclosures continued
TP ICAP GROUP PLC Annual Report and Accounts 202268
Other metrics
Given the nature of our business, we judge climate-related risks
associated with water, land use and waste management to
be immaterial.
In addition to TP ICAP’s Scope 1, 2 and 3 emissions, performance-
related metrics are included in the Company’s remuneration
approach for Executive Directors for the execution of key
deliverables, regulatory or otherwise, in relation to climate change.
Their bonus is determined 70% based on financial performance
and 30% based on performance against a scorecard of non-
financial objectives. Five per cent in total is based on attainment
of certain ESG targets, which focus on net zero, gender diversity
and the new business approval process.
We have not yet evaluated our sensitivity to carbon pricing being
used by governments to regulate emissions as we judge both the
likelihood of occurrence and the likelihood of impact upon us to be
low. Nonetheless, we will include modelling of this in our work
scheduled for 2023.
Scope 1, Scope 2 and Scope 3 GHG emissions, and the
related risks
2021 baseline and 2022 performance
Recognising that TP ICAP is on a journey of continual
improvement, in 2022 we strengthened our emissions data
collection and management.
Scope 1 and 2 emissions
Specifically for Scope 1 and 2 emissions, work was done to, a) build
a fuller picture of our real estate footprint and, b) broaden the
coverage of sites from which we collect data. This increased from
c.70% of our total footprint in 2021 to c.85% in 2022 and includes
all our major sites and data centres. This improvement in data
capture, quality and analysis meant that we have updated our 2021
baseline. We will continue to review our baseline and potentially
make further adjustments in future given our focus on continually
improving our data management process.
Scope 3
Turning to Scope 3 Purchased Goods & Services, enhanced data
collection and analysis has also been carried out. Emissions
calculations are now based on actual emissions for top suppliers,
where this data is available, as well as extrapolation. The outcome
is an indicative Scope 3 2021 baseline. We will continue to
review and potentially adjust this Scope 3 baseline as we develop
our approach.
The 2022 emissions for Purchased Goods & Services have been
calculated using the 2022 total spend for 1/1/22 – 31/10/22. This
data was then extrapolated to cover the remaining two months
of the year.
Emissions performance
In 2021, TP ICAP’s restated total emissions was 60,535.6 tonnes of
carbon dioxide equivalent (t/CO
2
e). T/CO
2
e is the standard unit for
emissions reporting accounting for all greenhouses gases, including
carbon dioxide.
In 2022, TP ICAP’s total emissions equalled 58,177.1 t/CO
2
e. This
equates to a 3.9% reduction in 2022 compared to 2021. Notably,
we reduced our Scope 1 and Scope 2 emissions by 20.8% year
on year. 66% of our emissions stem from Scope 3 Purchased
Good & Services.
Targets used to manage climate-related risks and opportunities,
and performance against these targets
Scope 1 and 2 – Target and roadmap
To help meet the Net Zero ambition set by the UK government, our
absolute emissions target is to be carbon neutral across both Scope
1 and Scope 2 emissions by the end of 2026.
On Scope 1 and 2, we continue to make progress with emissions
reducing 21% in the year. As previously noted, it is unlikely that we
will be able to replicate the energy savings benefits delivered by
our property consolidation programme in 2022.
Turning to the roadmap between now and the end of 2026,
the main elements are expected to be, a) continued property
rationalisation where possible, b) energy efficiency, including
working with our landlords and, c) the purchase and retirement
of renewable energy certificates (‘RECs’) and purchase of carbon
offsets. We will again update on our progress next year.
Scope 3
In 2022, we worked to establish an indicative Scope 3 emission 2021
baseline for Purchased Goods & Services. This was based on an
assessment of our top c.30 suppliers, which account for c.45% of
our total annual spend. The balance of our annual spend is spread
across a long tail of smaller suppliers.
We have engaged these core suppliers by issuing questionnaires to
gather their relevant data and action plans for addressing Scope 3
emissions. 41% of all suppliers responded. This response rate
increased to 70% when focusing on our top 10 suppliers. Our
independent advisors, Anthesis, used this to calculate an indicative
Scope 3 emissions 2021 baseline.
The Scope 3 emissions 2021 baseline is indicative only. Our core
suppliers are at different stages of their reporting journeys, and we
have not engaged the entirety of our supply chain. We will continue
to engage with them to, a) pursue a better-quality Scope 3 emissions
baseline and, b) develop a deeper understanding of their plans to
address their emissions. We note, however, that seven of our top ten
suppliers (accounting for c.24% of all our estimated Scope 3
emissions) have published commitments to be net zero on their
Scope 3 emissions by 2050. Against this backdrop, we have
no plans to set a Scope 3 emissions reduction target at this time,
and will continue to engage with our key suppliers about their net
zero plans.
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TP ICAP GROUP PLC Annual Report and Accounts 202269
Carbon emissions
Total Global AMER APAC EMEA
2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
Scope 1 t/CO
2
e 2,030.6 2,592.4
Of which from Fuel
Consumption 1,538.9 1,308.3 1,306.0 1,194.6 – – 232.9 113.8
Of which from Fugitive
Emissions 491.7 1,284.0 – – – 400.4 491.7 883.6
Scope 2 t/CO
2
e –
Purchased Electricity,
Heat or Steam 7,585.2 9,544.5 3,873.1 4,685.9 1,921.3 2,514.4 1,790.8 2,344.3
Scope 3 t/CO
2
e 48,561.3 48,398.7
Of which Purchased
Goods & Services (incl
Capital Goods) 38,548.9 37,482.8 38,548.9 37,482.8 – – – – – –
Of which Fuel & Energy 2,818.6 4,459.0 1,675.9 1,93 4.1 471.6 774.2 671.1 1,750.8
Of which Waste
Disposal 88.8 111.2 34 .1 22.6 15.8 54.8 39.0 33.8
Of which Business Travel 2,146.4 2,326.4 639.3 1,466.4 556.7 240.4 950.4 619.7
Of which Employee
Commuting 4,958.5 4,019.3 2,647.7 1,951.3 1,188.0 901.9 1,122.8 1,16 6.1
Total t/CO
2
e 5 8,177.1 60,535.6 38,548.9 37,482.8 10,176.2 11,254.8 4,153.3 4886.0 5,298.6 6,912.0
An independent third party has calculated the above greenhouse gas emissions estimates to cover all material sources of emissions for
which the Group is responsible. The methodology used was that of the ‘Greenhouse Gas Protocol: A Corporate Accounting and Reporting
Standard (revised edition, 2015)’. Responsibility for emissions sources was determined using the operational approach. All emission sources
required under the ‘Companies, Partnerships and Groups (Accounts and non-financial reporting) Regulations 2016‘ are included.
Energy consumption
The below table and supporting narrative on page 52 summarise the Streamlined Energy and Carbon Reporting (SECR) disclosure in line
with the requirements for a quoted company, as per The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and
Carbon Report) Regulations 2018. The disclosure also extends beyond the scope of a quoted company and includes emissions and energy
consumption from business travel via air and taxi (Scope 3).
Current reporting year
1 January 2022–31 December 2022
Comparison reporting year
1 January 2021–31 December 2021
UK
Global
(excluding UK) UK
Global (excluding
UK)
Energy consumption used to calculate Scope 1 emissions (kWh) 1,005,363 7,425,125 523,842 6,619,294
Energy consumption used to calculate Scope 2 emissions (kWh) 7,035,901 16,295,855 8,903,850 17,683,819
Energy consumption used to calculate Scope 3 emissions (kWh) 2,614,954 5,969,685 1,113,048 4,353,142
Total energy consumption based on the above (kWh) 10,656,217 29,690,665 10,540,740 26,656,254
Intensity ratio: tCO
2
e (gross Scope 1,2,+3) per employee 2.26 2.43
Sustainability
Task Force on Climate-related Financial Disclosures continued
TP ICAP GROUP PLC Annual Report and Accounts 202270
Viability statement and going concern
Viability statement
The Board of Directors has assessed the prospects for, and
viability of, the Group over a three-year period to the end of
December 2025.
We believe that a three-year time horizon remains the most
appropriate timeframe over which the Directors should assess the
long-term viability of the Group. This is on the basis that it has a
sufficient degree of certainty in the context of the current position
of the Group and the assessment of its principal risks, and it matches
the business planning cycle. This time horizon is broadly in-line with
the weighted average maturity of our debt facilities comprised of
revolving credit facilities and corporate bond portfolios.
The assessment has been made taking into account the following:
> The Assessment of the Group’s Principal Risks, including those
that would threaten the Group’s business model, future
performance, solvency and liquidity. These risks are also
discussed in the risk management report on pages 72 to 85;
> The Group Internal Audit Opinion that contains an assessment
of the effectiveness of the Group’s risk management and internal
control systems;
> The Going Concern Review that assesses whether the Group has
access to sufficient liquidity to meet all of its external obligations
and operate its business, for a period of at least 12 months from
the date of the Annual Report;
> The Group Review of Capital and Liquidity Adequacy (‘GRCLA’)
that assesses the capital and liquidity position of the Group on
a consolidated basis, in both base and stressed conditions;
> The Review of Internal Capital Adequacy and Risk Assessment
(‘ICARA’) process undertaken by the EMEA Sub-Consolidation
Group and the UK regulated entities; and
> The assessment of the Group’s external credit rating by Fitch Ratings.
The Directors consider that they have undertaken a robust
assessment of the prospects of the Group and its principal risks over
a three-year period, and, on the basis of that assessment, have a
reasonable expectations that the Group will be able to continue in
operation and meet its liabilities as they fall due over at least the
period of assessment.
In arriving at this conclusion, the Directors have made the
following assumptions:
> The Group maintains access to liquidity through the Group’s
£350m Bank revolving credit facility and ¥10bn (c.£63m) Totan
revolving credit facility (see Note 25 on page 183);
> The Group does not experience any material change in its capital
or liquidity requirements, including as a result of the Supervisory
Review and Evaluation Process for the EMEA Sub-Consolidation
Group currently being undertaken by the FCA for the first time
under the IFPR regime which came into effect in 2022;
> The Group takes appropriate actions to maintain continuity of
operations in the EU following the UK’s departure from the EU
and to mitigate the potential adverse effects arising from Brexit,
including the potential fragmentation of liquidity and consequential
reduction in trading volumes; and
> The Group is not materially impacted from litigation and
regulatory investigations in a negative way.
> The 5.25% £247m Sterling Notes maturing in January 2024 will
be repaid from a combination of existing cash resources
generated from earnings, cash released from the £100m capital
release project, announced as part of the Group’s half year results
in 2022, with the remainder refinanced through the credit
facilities and/or through new bond issuance.
Going concern
The Group has sufficient financial resources both in the regions and
at the corporate centre to meet the Group’s ongoing obligations.
The Directors have assessed the outlook of the Group for at least
12 months from date of approval of the financial statements by
considering medium-term projections as well as stress tests and
mitigation plans. The stress tests include material revenue
reductions, significant one-off losses, losing the Group’s investment
grade status resulting in increased finance costs and slow-down in
collection of trade debtors. The stress case also assumes that the
Group does not refinance the £247m 2024 Sterling Notes maturing
in January 2024 during the period of the assessment. Under these
tests we continue to have sufficient liquidity and are compliant with
all covenants after taking mitigating actions such as reducing costs,
suspending dividends and delaying investments.
After making enquiries, the Directors have a reasonable
expectation that the Company and the Group have adequate
resources to continue in operational existence for the foreseeable
future. Accordingly, the Annual Report and Accounts continue to be
prepared on the going concern basis.
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TP ICAP GROUP PLC Annual Report and Accounts 202271
Risk Management
Effective risk management is essential to the financial strength
and resilience of the Group and for delivering its business strategy.
This section provides a summary of how risk is managed by the
Group through its Enterprise Risk Management Framework (‘ERMF’)
and describes the Group’s principal risks.
Enterprise Risk Management Framework
The purpose of the ERMF is to enable the Group to understand the
risks to which it is exposed and to manage these risks in line with
its stated risk appetite. The ERMF achieves this objective through
a number of mutually reinforcing components, which include the
operation of a robust risk management and governance structure
based on the three lines-of-defence model, the fostering of an
appropriate risk management culture and a range of risk
management processes to enable the Group to identify, assess
and manage its risks effectively.
Organisational Structure
The ERMF is operated through a three lines of defence (‘3LOD’)
model whereby risk management, risk oversight and risk assurance
roles are undertaken by separate and independent functions, with
all 3LOD overseen by the Group’s governance committee structure
(including Risk, Audit and Remuneration Committees).
The Board has overall responsibility for the management of risk
within the Group which includes:
> Defining the nature and extent of the risks it is willing to
take in achieving its business objectives through formal risk
appetite statements;
> Ensuring that the Group has an appropriate and effective risk
management and internal control framework; and
> Monitoring the Group’s risk profile against the Group’s defined
risk appetite.
The Group’s risk governance structure oversees the implementation
and operation of the ERMF across the Group and primarily
comprises the following committees:
> Board Risk Committee;
> Group Risk, Conduct and Governance Committee; and
> Regional Risk, Conduct and Governance Committees in EMEA,
Americas and Asia Pacific.
First line of defence
Risk management within the business
The first line of defence comprises the management of the business
units and support functions.
The first line of defence has primary responsibility for ensuring that
the business operates within risk appetite on a day-to-day basis.
Second line of defence
Risk oversight and challenge
The second line of defence comprises the Compliance and Risk
functions, which are separate from operational management.
The Compliance function is responsible for overseeing the Group’s
compliance with regulatory requirements in all of the jurisdictions
in which the Group operates.
The Risk function is responsible for overseeing and challenging
the business, support and control functions in their identification,
assessment and management of the risks to which they are exposed,
and for assisting the Board (and its various Committees) in
discharging its overall risk oversight responsibilities.
Third line of defence
Independent assurance
Internal Audit provides independent assurance on the design and
operational effectiveness of the Group’s risk management framework.
Principal risks and uncertainties
TP ICAP GROUP PLC Annual Report and Accounts 202272
A. Risk Culture
The Group recognises that in order for the ERMF to be operated
effectively, it must be underpinned by an appropriate risk culture.
The Group seeks to foster the desired risk management values
and behaviours through a number of components including the
setting of an appropriate ‘tone-from-the-top’, ensuring clear risk
management accountabilities for all employees, the provision
of risk training, consideration of risk-related behaviours in the
performance management process, and by ensuring that staff
are able to raise risk management concerns through the Group’s
Whistleblowing framework.
Monitoring
and
reporting
Stress and
scenario
analysis
Risk
response
Capital and
liquidity
assessment
Risk
governance
Business
and risk
strategy
Risk
identification
Risk
appetite
Risk
culture
Risk
assessment
and
evaluation
Policies
and controls
B. Organisational Structure
The ERMF is operated through a three lines of defence (‘3LOD’)
model whereby risk management, risk oversight and risk assurance
roles are undertaken by separate and independent functions, with
all 3LOD overseen by the Group’s governance committee structure
(including Risk, Audit and Remuneration Committees).
C. Risk Strategy
The Board adopts an annual Risk Strategy which identifies the core
risk management objectives and focus areas that must be addressed
for the Group to deliver its Business Strategy.
The Risk Strategy constitutes the guiding principles by which all
of the Group’s risk management activity is undertaken.
D. Risk Identification
The Group reviews its risk profile on an ongoing basis to ensure that
it identifies all material risks arising from the day-to-day operation
of its business and the implementation of its business strategy, as
well as any emerging risks facing the Group. These risks are recorded
in the Group’s Risk Register, with each risk allocated to a designated
senior manager Risk Lead who has overall responsibility for
ensuring it is managed effectively.
A formal review of the Group’s risk profile is undertaken on a
quarterly basis as part of the Group’s Risk Committee review cycle.
In addition, the Group seeks to identify changes to the risk profile
on a dynamic basis through the various risk management processes
and structures operated under the ERMF. This includes assessing the
risk profile of new business initiatives and analysing risk events.
E. Risk Appetite
The Board articulate the overall level of risk the Group is willing to
accept for the various risks it faces within its Risk Appetite Statements.
The Risk Appetite Statements set the parameters within which the
Group must manage its risk profile, and so provides the context for
all of the Group’s risk management activity. This includes defining
the Group’s overall loss tolerance and its targeted level of
prudential adequacy.
The Risk Appetite Statements are cascaded and operationalised
throughout the Group through a framework of risk appetite
implementation metrics which provide the operational parameters
the business must operate within on a day-to-day basis.
F. Systems and Controls
Definition of Requirements
The Group maintains Risk Management Standards (‘RMS’) which
articulate the key systems and controls which must be implemented
to manage each of its material risks within risk appetite. This
includes the minimum requirements in relation to policies, controls
and training.
Implementation
The Group assesses adherence to these requirements through an
annual control and policy attestation process that provides its
management and governance forums with a comprehensive
assessment of the status of the Group’s risk management environment.
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TP ICAP GROUP PLC Annual Report and Accounts 202273
G. Issue Management Process
The Group operates a formal issue management process across
the 3LOD to address any issues which could materially impact the
Group’s risk profile. The issue management process includes a
formal risk acceptance process where it is not practical or desirable
to address an issue at the point identified.
All actions and deferrals are subject to a formal approval process
which is calibrated to reflect the severity of the issue.
H. Risk Event Management Process
The Group has a defined process for the escalation, notification
and logging of all risk events to ensure that they can be addressed
and analysed appropriately. This includes the conducting of
detailed root-cause analysis for significant events.
I. Risk Assessment and Monitoring
The Group assesses and monitors its risk profile on an ongoing basis
to ensure that it is operating within risk appetite and to identify any
remedial action required to maintain or return the Group to within
risk appetite.
This monitoring is undertaken through:
> An annual Risk Self-Assessment process;
> The quarterly Risk Committee review process; and
> Ongoing operational monitoring by the 1LOD and 2LOD.
Any breach of risk appetite parameters or other significant issue
identified through the monitoring activity must be escalated to the
appropriate level of management and governance.
J. Risk Assurance
Internal Audit, Risk and Compliance undertake independent and
targeted reviews of selected areas of the Group’s business and
operations to provide Management and Governance Committees
with additional insights and assurance in relation to specific aspects
of the Group’s risk profile, and highlight areas requiring remediation.
The scope of the assurance activity is approved by the Group’s Risk
and Audit Committees.
K. Prudential Assessments
The Group periodically assesses its capital and liquidity adequacy
by reference to the targeted confidence level adopted in the Risk
Appetite Statements (and applicable regulatory requirements).
The Group assesses its stressed risk profile through a formal stress
testing programme which covers all material risk types. This
programme includes reverse stress testing which aims to assist the
Group to identify and mitigate potential causes of business failure.
Risk Strategy
The Board is responsible for setting the Group’s Risk Strategy which
identifies the core risk management objectives that must be met for
the Group to deliver its Business Strategy and, as such, provides the
overarching context for all of the Group’s risk management activity.
The Group has defined the following risk objectives within its
current Risk Strategy:
Category Risk objective
Financial position To maintain a robust financial position
in both normal and stressed conditions,
to be achieved by maintaining profitability,
ensuring capital and liquidity resources are
sustained at levels that reflect the Group’s
risk profile, and maintaining access to
capital markets.
Operational
effectiveness
and resilience
To ensure that operational processes and
infrastructure operate effectively and with
an appropriate degree of resilience.
Regulatory standing To maintain good standing with all its
regulators and to ensure reasonable and
proportionate compliance with all
applicable laws and regulations to which
the Group is subject.
Reputation To maintain the Group’s reputation as
an unbiased intermediary in the financial
markets, with market integrity being at
the heart of its business.
Business strategy To adopt and execute a well-defined
business plan which ensures the continued
viability and growth of the Group’s business,
and to ensure that the Group does not
undertake any activity which could
undermine its ability to meet its
strategic goals.
Principal risks and uncertainties
continued
TP ICAP GROUP PLC Annual Report and Accounts 202274
Principal risks
The Board has conducted a robust assessment of the principal risks
facing the Group, defined for the purposes of this Annual Report as
those risks that could have a material impact on its business model,
future performance, solvency, liquidity or reputation.
The Board has considered a wide range of information as part
of this assessment, including reports provided by the Group Risk
function and senior management, as well as the key findings from
the Group’s various risk identification and assessment processes
described below.
The Group records all its identified risks within its Risk Register and
periodically assesses the risk profile of each risk against the target
residual risk profile defined in the Group’s risk appetite framework.
The Group formally reviews and assesses its risk profile on a
quarterly basis as part of the Group’s Risk Committee governance
cycle. In addition to the formal reviews noted above, the Group
monitors its risk profile against risk appetite on an ongoing basis as
part of its day-to-day business management and will update its risk
framework outside of the formal review and assessment cycle where
required to reflect any material changes to risk profile. This includes
any changes to risk profile identified through the Group’s change
management framework.
The Group also undertakes stress testing and scenario analyses to
model its potential risk exposure at the more extreme ‘stressed loss’
levels of severity. The Group also conducts reverse stress tests to
identify those risk scenarios that could threaten the viability of
the Group and to evaluate its ability to withstand or recover from
such scenarios.
Finally, the Group also reviews its emerging risk profile as part of
the risk identification and assessment process. An emerging risk,
for these purposes, is defined as any new type of risk that may pose
a material threat to the Group in the future, and which the Group
should monitor so that it is in a position to actively manage the risk
if, and when, it becomes a more immediate threat to the Group.
Each emerging risk is recorded in the Group’s Emerging Risk
Register, along with an assessment of its potential impact and an
estimate of the timeframe within which it is likely to materialise.
The Board has considered the findings of all of the above
assessment types in identifying its principal risks which are set
out in the table overleaf. The table includes an assessment of the
impact of each risk by reference to the potential impact that each
risk could have on the Group’s business model, future performance,
solvency, liquidity or reputation. It should be noted that the stated
impact for each risk is: (a) the potential impact in stressed conditions,
net of any risk mitigation adopted by the Group, as opposed to the
‘expected’ impact at higher levels of probability; and (b) is assessed
over the medium term (defined as a 3-year period).
Rating Risk Impact
1 A risk that could fundamentally threaten the Group’s
business model, future performance, solvency, liquidity
or reputation
2 A risk that could significantly impact the Group’s business
model, future performance, solvency, liquidity or reputation
3 A risk that could materially impact the Group’s business
model, future performance, solvency, liquidity or reputation
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202275
Risk Description
Impact
rating Impact Description
Change in
risk exposure
since 2021 Mitigation Key risk indicator Link to our Strategy
1
STRATEGIC AND BUSINESS RISK
Adverse change
to regulatory
framework
The risk of a fundamental change to the regulatory
framework which has a material adverse impact on the
Group’s business model and/or undermines the Group’s
ability to deliver its strategy.
1 > Reduction in broking
activity
> Reduced earnings and
profitability
> Increases in regulatory
capital requirements
No change
> Horizon scanning for regulatory developments.
> Involvement in consultation and rule setting processes.
> Status of regulatory change
initiatives
> Electronification
> Aggregation
> Diversification
Deterioration in
the commercial
environment
The risk that due to adverse macroeconomic conditions
or geopolitical developments, market activity is
suppressed leading to reduced trading volumes.
1 > Reduction in broking
activity
> Pressure on brokerage
rates
> Reduced earnings and
profitability
> Goodwill write-off
No change
> Defined business strategy that seeks to maintain client,
geographical and product diversification.
> Stress test process (which includes reverse stress tests) to
assess the Group’s ability to absorb significant reductions
in business performance and any changes to business
model or risk mitigations required.
> Trade volumes
> Revenues by region
> Operating profit
> Stress test results
> Electronification
> Aggregation
> Diversification
Failure to
respond to client
demand or
competitor
activity
The risk that the Group fails to respond to evolving
customer requirements, including the demand for
enhanced electronic broking solutions for certain
asset classes.
This includes the failure to implement the Group’s
strategy in relation to Fusion, Parameta Solutions
and Liquidnet.
2 > Loss of market share
> Pressure on brokerage
rates
> Reduced earnings and
profitability
> Goodwill write-off
No change
> Defined business strategy that seeks to maintain client,
geographical and product diversification, and that seeks to
anticipate and respond to its clients’ evolving requirements.
> Proactive engagement with clients through customer
relationship management process.
> Periodic horizon-scanning and competitor analysis to
identify any required change to strategic objectives or
implementation plan.
> Performance against strategy
implementation plans
> Market share percentage
> Results of client engagement
surveys
> Electronification
> Aggregation
> Diversification
Global health
pandemic
The risk that the Group experiences a significant
deterioration in business performance due to a global
pandemic.
2 > Reduction in broking
activity
> Reduced earnings and
profitability
No change > Incident and Crisis Management Framework.
> Enhanced remote working capability and protocols
developed in response to COVID-19.
> Trade volumes
> Revenues by region
> Operating profit
> Risk events due to remote working
> Diversification
Failure to address
impact of Brexit
The risk that the operating model implemented by the
Group to comply with the loss of EU passporting rights
results in a fragmentation of liquidity between UK and
EU liquidity pools.
3 > Loss of market share
> Reduction in broking
activity
> Reduced earnings and
profitability
No change > Operation of EU trading subsidiary which acts as the
trading hub for EU-based business.
> Changes to operating model to maintain UK-EU liquidity
> Proactive engagement with European regulators and clients.
> Brexit revenue-at-risk
> Performance against Brexit
response plans
> Aggregation
> Diversification
Failure to address
climate risk
The risk that the Group:
> Fails to respond to structural changes to the market
arising from physical or transition risk drivers;
> Fails to address any long-term impact on the Group’s
infrastructure, third-party infrastructure or key
vendors arising from physical or transition risk
impacts; and
> Incurs reputational damage due to a failure to meet
stakeholder expectations in relation to climate risk
management, leading to key stakeholders (such as
investors, clients or suppliers) being unwilling to deal
with the Group.
3 > Loss of market share
> Damage to reputation
> Increased volatility in
share price
> Reduced ability to access
capital markets
Transferred
from
Emerging
Risks
> Consideration of climate risk drivers in financial planning
and risk assessments.
> Trade volumes
> Revenues
> Operating profit
> Performance against financial
targets
> Electronification
> Aggregation
> Diversification
Principal risks and uncertainties
continued
TP ICAP GROUP PLC Annual Report and Accounts 202276
Risk Description
Impact
rating Impact Description
Change in
risk exposure
since 2021 Mitigation Key risk indicator Link to our Strategy
1
STRATEGIC AND BUSINESS RISK
Adverse change
to regulatory
framework
The risk of a fundamental change to the regulatory
framework which has a material adverse impact on the
Group’s business model and/or undermines the Group’s
ability to deliver its strategy.
1 > Reduction in broking
activity
> Reduced earnings and
profitability
> Increases in regulatory
capital requirements
No change
> Horizon scanning for regulatory developments.
> Involvement in consultation and rule setting processes.
> Status of regulatory change
initiatives
> Electronification
> Aggregation
> Diversification
Deterioration in
the commercial
environment
The risk that due to adverse macroeconomic conditions
or geopolitical developments, market activity is
suppressed leading to reduced trading volumes.
1 > Reduction in broking
activity
> Pressure on brokerage
rates
> Reduced earnings and
profitability
> Goodwill write-off
No change
> Defined business strategy that seeks to maintain client,
geographical and product diversification.
> Stress test process (which includes reverse stress tests) to
assess the Group’s ability to absorb significant reductions
in business performance and any changes to business
model or risk mitigations required.
> Trade volumes
> Revenues by region
> Operating profit
> Stress test results
> Electronification
> Aggregation
> Diversification
Failure to
respond to client
demand or
competitor
activity
The risk that the Group fails to respond to evolving
customer requirements, including the demand for
enhanced electronic broking solutions for certain
asset classes.
This includes the failure to implement the Group’s
strategy in relation to Fusion, Parameta Solutions
and Liquidnet.
2 > Loss of market share
> Pressure on brokerage
rates
> Reduced earnings and
profitability
> Goodwill write-off
No change
> Defined business strategy that seeks to maintain client,
geographical and product diversification, and that seeks to
anticipate and respond to its clients’ evolving requirements.
> Proactive engagement with clients through customer
relationship management process.
> Periodic horizon-scanning and competitor analysis to
identify any required change to strategic objectives or
implementation plan.
> Performance against strategy
implementation plans
> Market share percentage
> Results of client engagement
surveys
> Electronification
> Aggregation
> Diversification
Global health
pandemic
The risk that the Group experiences a significant
deterioration in business performance due to a global
pandemic.
2 > Reduction in broking
activity
> Reduced earnings and
profitability
No change > Incident and Crisis Management Framework.
> Enhanced remote working capability and protocols
developed in response to COVID-19.
> Trade volumes
> Revenues by region
> Operating profit
> Risk events due to remote working
> Diversification
Failure to address
impact of Brexit
The risk that the operating model implemented by the
Group to comply with the loss of EU passporting rights
results in a fragmentation of liquidity between UK and
EU liquidity pools.
3 > Loss of market share
> Reduction in broking
activity
> Reduced earnings and
profitability
No change > Operation of EU trading subsidiary which acts as the
trading hub for EU-based business.
> Changes to operating model to maintain UK-EU liquidity
> Proactive engagement with European regulators and clients.
> Brexit revenue-at-risk
> Performance against Brexit
response plans
> Aggregation
> Diversification
Failure to address
climate risk
The risk that the Group:
> Fails to respond to structural changes to the market
arising from physical or transition risk drivers;
> Fails to address any long-term impact on the Group’s
infrastructure, third-party infrastructure or key
vendors arising from physical or transition risk
impacts; and
> Incurs reputational damage due to a failure to meet
stakeholder expectations in relation to climate risk
management, leading to key stakeholders (such as
investors, clients or suppliers) being unwilling to deal
with the Group.
3 > Loss of market share
> Damage to reputation
> Increased volatility in
share price
> Reduced ability to access
capital markets
Transferred
from
Emerging
Risks
> Consideration of climate risk drivers in financial planning
and risk assessments.
> Trade volumes
> Revenues
> Operating profit
> Performance against financial
targets
> Electronification
> Aggregation
> Diversification
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202277
Risk Description
Impact
rating Impact Description
Change in
risk exposure
since 2021 Mitigation Key risk indicator Link to our Strategy
2
OPERATIONAL RISK
Cyber-security
and data
protection
The risk that the Group fails to adequately protect itself
against cyber-attack or to adequately secure the data
it holds, resulting in potential financial loss (including
through cyber-enabled fraud), a loss of operability,
or the potential loss of critical business or client data.
1 > Loss of revenue
> Theft of assets
> Payment of damages/
compensation
> Remediation costs
> Regulatory sanctions
> Damage to reputation
No change
> Ongoing monitoring and assessment of the cyber-threat
landscape.
> Appropriate framework of systems and controls to prevent,
identify and contain cyber threats.
> Regular testing of the Group’s cyber security utilising
specialist third parties.
> Cyber-security events/losses
> Results of vulnerability testing
> Actual or attempted security
breaches
> Data loss events
> Electronification
Infrastructure The Group is heavily reliant on the effective and
resilient operation of a range of infrastructure
components, including:
> A complex IT architecture;
> A range of office locations; and
> Key third-party suppliers and market infrastructure
providers.
A failure of the Group’s infrastructure could result in
a material loss of business.
This includes the potential impact of physical and
transition climate risk drivers on the Group’s key
infrastructure.
2 > Financial loss
> Damage to the Group’s
reputation as a reliable
market intermediary
Increase
> Framework of systems and controls to minimise the risk
of operational failure.
> Incident and Crisis Management Framework.
> Business continuity plans and capability.
> System outages
> Stress test results
> Electronification
Legal,
Compliance and
Conduct risk
The Group operates in a highly regulated environment
and is subject to the legal and regulatory frameworks
of numerous jurisdictions.
Failure to comply with applicable legal and regulatory
requirements could result in enforcement action being
taken against the Group, including the incurring of
significant fines.
2 > Regulatory and legal
enforcement action
including censure, fines or
loss of operating licence
> Severe damage to
reputation
No change
> Independent Compliance function to oversee compliance
with regulatory obligations.
> Compliance monitoring and surveillance activity.
> Compliance training programme to ensure that staff are
aware of the regulatory requirements.
> Adoption of compliance culture to engender high standards
of employee conduct.
> Conduct Management and Governance Framework
to address employee misconduct.
> Internal Compliance policy
breaches
> Employee conduct metrics
> Regulatory breaches
> People, conduct and
compliance
Broking process The Group is exposed to operational risk at every
stage of the broking process, from the execution and
arrangement of transactions (with the associated risk
of loss arising through closing out error positions or
compensating clients) through to the clearing,
settlement and invoicing of transactions.
3 > Financial loss
> Damage to the Group’s
reputation as a reliable
market intermediary
No change
> On-desk supervision of broking activity.
> Issuing of trade recaps and confirmations.
> Order and position limits on electronic order books.
> Ongoing monitoring to identify potential error trades,
and any clearing or settlement issues.
> Risk events
> Settlement issues
> Margin calls
> Electronification
> People, conduct and
compliance
Human capital The Group operates in a highly competitive recruitment
market and is exposed to the risk of losing key front
office, support or control staff who are essential to the
effective operation of the business.
3 > Increased staff turnover
impacting the Group’s
ability to operate a
profitable and resilient
business
No change > Fixed term front office contracts with staggered
renewal dates.
> Performance management process linked to remuneration.
> Introduction of new flexible working arrangement.
> Staff turnover rates
> Loss of key personnel
> People, conduct and
compliance
Principal risks and uncertainties
continued
TP ICAP GROUP PLC Annual Report and Accounts 202278
Risk Description
Impact
rating Impact Description
Change in
risk exposure
since 2021 Mitigation Key risk indicator Link to our Strategy
2
OPERATIONAL RISK
Cyber-security
and data
protection
The risk that the Group fails to adequately protect itself
against cyber-attack or to adequately secure the data
it holds, resulting in potential financial loss (including
through cyber-enabled fraud), a loss of operability,
or the potential loss of critical business or client data.
1 > Loss of revenue
> Theft of assets
> Payment of damages/
compensation
> Remediation costs
> Regulatory sanctions
> Damage to reputation
No change
> Ongoing monitoring and assessment of the cyber-threat
landscape.
> Appropriate framework of systems and controls to prevent,
identify and contain cyber threats.
> Regular testing of the Group’s cyber security utilising
specialist third parties.
> Cyber-security events/losses
> Results of vulnerability testing
> Actual or attempted security
breaches
> Data loss events
> Electronification
Infrastructure The Group is heavily reliant on the effective and
resilient operation of a range of infrastructure
components, including:
> A complex IT architecture;
> A range of office locations; and
> Key third-party suppliers and market infrastructure
providers.
A failure of the Group’s infrastructure could result in
a material loss of business.
This includes the potential impact of physical and
transition climate risk drivers on the Group’s key
infrastructure.
2 > Financial loss
> Damage to the Group’s
reputation as a reliable
market intermediary
Increase
> Framework of systems and controls to minimise the risk
of operational failure.
> Incident and Crisis Management Framework.
> Business continuity plans and capability.
> System outages
> Stress test results
> Electronification
Legal,
Compliance and
Conduct risk
The Group operates in a highly regulated environment
and is subject to the legal and regulatory frameworks
of numerous jurisdictions.
Failure to comply with applicable legal and regulatory
requirements could result in enforcement action being
taken against the Group, including the incurring of
significant fines.
2 > Regulatory and legal
enforcement action
including censure, fines or
loss of operating licence
> Severe damage to
reputation
No change
> Independent Compliance function to oversee compliance
with regulatory obligations.
> Compliance monitoring and surveillance activity.
> Compliance training programme to ensure that staff are
aware of the regulatory requirements.
> Adoption of compliance culture to engender high standards
of employee conduct.
> Conduct Management and Governance Framework
to address employee misconduct.
> Internal Compliance policy
breaches
> Employee conduct metrics
> Regulatory breaches
> People, conduct and
compliance
Broking process The Group is exposed to operational risk at every
stage of the broking process, from the execution and
arrangement of transactions (with the associated risk
of loss arising through closing out error positions or
compensating clients) through to the clearing,
settlement and invoicing of transactions.
3 > Financial loss
> Damage to the Group’s
reputation as a reliable
market intermediary
No change
> On-desk supervision of broking activity.
> Issuing of trade recaps and confirmations.
> Order and position limits on electronic order books.
> Ongoing monitoring to identify potential error trades,
and any clearing or settlement issues.
> Risk events
> Settlement issues
> Margin calls
> Electronification
> People, conduct and
compliance
Human capital The Group operates in a highly competitive recruitment
market and is exposed to the risk of losing key front
office, support or control staff who are essential to the
effective operation of the business.
3 > Increased staff turnover
impacting the Group’s
ability to operate a
profitable and resilient
business
No change > Fixed term front office contracts with staggered
renewal dates.
> Performance management process linked to remuneration.
> Introduction of new flexible working arrangement.
> Staff turnover rates
> Loss of key personnel
> People, conduct and
compliance
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202279
Risk Description
Impact
rating Impact Description
Change in
risk exposure
since 2021 Mitigation Key risk indicator Link to our Strategy
3
FINANCIAL RISK
Liquidity risk The Group is exposed to potential margin calls from
clearing houses and correspondent clearers. The Group
also faces liquidity risk through its requirement to fund
matched principal trades which fail to settle on
settlement date.
2 > Reduction in the Group’s
liquidity resources which
could, in extreme cases,
impact the Group’s
cash-flow
No change > Margin call and trade funding profile monitored against
defined limits.
> Group maintains liquidity resources in each operating
centre to provide immediate access to funds.
> Committed £350m revolving credit facility (‘RCF’).
> Diversification of funding sources.
> Overdraft facilities provided by primary settlement
institutions.
> Margin call profile
> Settlement fail – funding
requirements
> Unplanned intra-Group funding
calls
> RCF draw-down
> Diversification
Counterparty
credit risk
The risk that the Group incurs loss as a result of a
counterparty default, whether due to insolvency,
sanctions or for any other reason.
Counterparty exposure principally arises in relation
to outstanding brokerage receivables, cash balances
or any unsettled matched principal trades (with the
associated replacement cost exposure) held against
a counterparty.
2 > Financial loss which could,
in extreme cases, impact
the Group’s solvency and
liquidity
Increase
> Counterparty exposures managed against credit thresholds
that are calibrated to reflect counterparty creditworthiness.
> Exposure monitoring and reporting by independent credit
risk function.
> Portfolio exposure
> Client exposure
> Aged debt
> Diversification
FX exposure The risk that the Group suffers loss as a result of a
movement in FX rates, whether through transaction risk
or translation risk.
3 > Financial loss which could,
in extreme cases, impact
the Group’s solvency and
liquidity
No change > Ongoing monitoring of Group’s FX positions. > FX translation exposure
> FX transaction exposure
> Diversification
Risk Description
Impact
rating Impact Description
Change in
risk exposure
since 2021 Mitigation Time to Materialisation Link to our Strategy
4
EMERGING RISKS
Technology
expertise
The financial markets in which the Group operates will
become increasingly based on complex technology and
the use of sophisticated data and analytics.
The Group’s ability to retain its position as a leading
market infrastructure provider will be dependent on its
ability to develop and implement a technology strategy
which keeps pace with technological enhancements
and to attract the required data scientists and
technology specialists in an increasingly competitive
recruitment market.
2 > Reduction in broking
activity
> Reduced earnings and
profitability
No change
> Ongoing review of the Group’s strategy in the context of
broader market developments and assessment of the IT
expertise and resourcing required to deliver it.
5-10 years > Electronification
> Aggregation
> Diversification
Deglobalisation The risk that the global economy becomes increasingly
fragmented (as per the UK’s departure from the EU)
resulting in increasing divergence in regulatory regimes,
fragmentation of liquidity in the financial markets and
potential supply chain disruption.
3 > Reduction in broking
activity
> Reduced earnings and
profitability
No change > Ongoing horizon scanning to identify potential changes to
the geopolitical landscape and associated changes to the
regulatory frameworks governing financial markets.
< 5 years > Aggregation
Principal risks and uncertainties
continued
TP ICAP GROUP PLC Annual Report and Accounts 202280
Risk Description
Impact
rating Impact Description
Change in
risk exposure
since 2021 Mitigation Key risk indicator Link to our Strategy
3
FINANCIAL RISK
Liquidity risk The Group is exposed to potential margin calls from
clearing houses and correspondent clearers. The Group
also faces liquidity risk through its requirement to fund
matched principal trades which fail to settle on
settlement date.
2 > Reduction in the Group’s
liquidity resources which
could, in extreme cases,
impact the Group’s
cash-flow
No change > Margin call and trade funding profile monitored against
defined limits.
> Group maintains liquidity resources in each operating
centre to provide immediate access to funds.
> Committed £350m revolving credit facility (‘RCF’).
> Diversification of funding sources.
> Overdraft facilities provided by primary settlement
institutions.
> Margin call profile
> Settlement fail – funding
requirements
> Unplanned intra-Group funding
calls
> RCF draw-down
> Diversification
Counterparty
credit risk
The risk that the Group incurs loss as a result of a
counterparty default, whether due to insolvency,
sanctions or for any other reason.
Counterparty exposure principally arises in relation
to outstanding brokerage receivables, cash balances
or any unsettled matched principal trades (with the
associated replacement cost exposure) held against
a counterparty.
2 > Financial loss which could,
in extreme cases, impact
the Group’s solvency and
liquidity
Increase
> Counterparty exposures managed against credit thresholds
that are calibrated to reflect counterparty creditworthiness.
> Exposure monitoring and reporting by independent credit
risk function.
> Portfolio exposure
> Client exposure
> Aged debt
> Diversification
FX exposure The risk that the Group suffers loss as a result of a
movement in FX rates, whether through transaction risk
or translation risk.
3 > Financial loss which could,
in extreme cases, impact
the Group’s solvency and
liquidity
No change > Ongoing monitoring of Group’s FX positions. > FX translation exposure
> FX transaction exposure
> Diversification
Risk Description
Impact
rating Impact Description
Change in
risk exposure
since 2021 Mitigation Time to Materialisation Link to our Strategy
4
EMERGING RISKS
Technology
expertise
The financial markets in which the Group operates will
become increasingly based on complex technology and
the use of sophisticated data and analytics.
The Group’s ability to retain its position as a leading
market infrastructure provider will be dependent on its
ability to develop and implement a technology strategy
which keeps pace with technological enhancements
and to attract the required data scientists and
technology specialists in an increasingly competitive
recruitment market.
2 > Reduction in broking
activity
> Reduced earnings and
profitability
No change
> Ongoing review of the Group’s strategy in the context of
broader market developments and assessment of the IT
expertise and resourcing required to deliver it.
5-10 years > Electronification
> Aggregation
> Diversification
Deglobalisation The risk that the global economy becomes increasingly
fragmented (as per the UK’s departure from the EU)
resulting in increasing divergence in regulatory regimes,
fragmentation of liquidity in the financial markets and
potential supply chain disruption.
3 > Reduction in broking
activity
> Reduced earnings and
profitability
No change > Ongoing horizon scanning to identify potential changes to
the geopolitical landscape and associated changes to the
regulatory frameworks governing financial markets.
< 5 years > Aggregation
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202281
GOVERNANCE
REPORT
CONNECTED CONTENT
Leadership
The Board is collectively responsible
for effective oversight of the Group
and the long-term sustainable success
of its business.
Page 94
TP ICAP GROUP PLC Annual Report and Accounts 202282
GOVERNANCE
REPORT
In this section
84 Compliance with the Code
86 Board Chair’s governance letter
88 Governance at a glance
90 Board of Directors
94 Corporate governance report
100 Report of the Nominations & Governance Committee
106 Report of the Audit Committee
112 Report of the Risk Committee
116 Report of the Remuneration Committee
136 Directors’ report
139 Statement of Directors’ responsibilities
CONNECTED CONTENT
Succession planning
We regularly review the Board’s
skills, experience and competencies
and consider succession plans with
reflection on diversity in the
broadest sense.
Page 101
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 202283
Board leadership and Company purpose
The Company should be led by an effective and entrepreneurial
Board that establishes the Company’s purpose, values and strategy,
while ensuring that its responsibilities to its shareholders and
stakeholders, including the workforce, are considered and met.
Provision Further information Page
1 Strategic report 6
Risks 72
Sustainability 50
Governance 83
2 Culture 87
Board activities 89
Workforce remuneration 118 and 123
3 Shareholder engagement 44
4 Significant votes against 117
5 Stakeholder engagement 40
Workforce engagement 42
6 Whistleblowing 60 and 110
7 Managing conflicts of interest 104
8 Board meetings 95
Division of responsibilities
The Board, led by the Board Chair who is responsible for
its effectiveness, should be comprised of Non-executive and
Executive Directors who hold a diverse set of skills, experience
and backgrounds. They each receive a comprehensive induction,
have sufficient time to meet their Board responsibilities, and receive
support from the Group Company Secretary, all of which enable
them to carry out their duties effectively.
Provision Further information Page
9 Division of responsibilities 94
The Chair biography 90
10 Independence of Directors 104
11 Board composition 101
12 Senior Independent Director 94
13 Non-executive Directors 94
14 Role of the Board 94
Division of responsibilities 94
15 Director biographies and
external appointments 90 to 93
16 Group Company Secretary 94
COMPLIANCE WITH THE UK
CORPORATE GOVERNANCE CODE
The Board reviewed the Principles
and Provisions of the UK Corporate
Governance Code 2018 (the ‘Code’)
and its compliance with the Code
throughout 2022. Following this review,
the Board is pleased to confirm that
the Company has applied the Code
Principles and complied in full with the
Provisions for the financial year ended
31 December 2022. The Code can be
found on the Financial Reporting
Council (‘FRC’) website, www.frc.org.uk.
Further information on our compliance
with the Code and how the Code
Principles have been applied by
reference to each Provision is set
out in the index on these pages.
Index of Code Disclosures
TP ICAP GROUP PLC Annual Report and Accounts 202284
Compliance with the Code
Composition, succession and evaluation
Companies should have an effective succession plan in place
for both the Board and for members of senior management.
This should take into consideration the skills, experience and
knowledge needed for maximum effectiveness. The Board, and
the Directors individually, should be evaluated yearly. Annual
evaluation of the Board should consider its composition, diversity
and its effectiveness. Individual evaluations should demonstrate
whether each Director continues to contribute effectively.
Provision Further information Page
17 Nominations & Governance
Committee – Membership
and report 100
18 Election and re-election of Directors 104
19 Director biographies 90 to 93
20 Board member recruitment 101
21 and 22 Board evaluation 97
23 Report of the Nominations &
Governance Committee 100
Audit, risk and internal control
The Board is responsible for determining the nature and extent
of the principal risks the Company is willing to take in achieving
its strategic objectives, and oversees the risk management and
internal control systems in place with the support of the Audit
and Risk Committees. The Board is also responsible for the
establishment of policies which ensure the independence and
effectiveness of both internal and external audit functions.
Provision Further information Page
24 Audit Committee – Composition
and report 107
25 Key responsibilities of the
Audit Committee 108
26 Audit Committee Report 106
27 Fair, balanced and understandable
assessment 108
28 Principal risks and uncertainties 72
29 Risk Committee – Risk management
and internal control
112
111
30 Going concern 71
31 Viability statement 71
Remuneration
Executive Directors’ remuneration has been designed to promote
the long-term sustainable success of the Company. No Executive
Director is involved in deciding his or her own remuneration.
Provision Further information Page
32 Remuneration Committee –
Composition and report 116 to 119
33 Remuneration Policy 121
34 Non-executive Director
remuneration 133
35 Advice provided to the
Remuneration Committee 135
36 Shareholding requirements –
Remuneration Policy statement 131
37 and 38 Remuneration Policy 121
39 Executive Directors’ service
agreements and loss of office
entitlements 104
40 and 41 Report of the Remuneration
Committee 116
Promoting the success of the Company
TP ICAP Group plc is a Jersey registered company and therefore
its Directors are not subject to the UK Companies Act requirements,
in particular s172(1) duties. Nevertheless the Board promotes the
success of the Company for the benefit of our members as a whole,
recognising that a broad range of stakeholders are material to the
long-term success of the business. Details of how the Board has
engaged with its key stakeholders and considered their interests in
Board discussions and in decision making are explained on pages
40 to 49.
Index of Code Disclosures
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 202285
Dear fellow shareholder,
On behalf of the Board, I am pleased to present the Corporate
Governance Report for the year ended 31 December 2022.
Our commitment to good corporate governance
The Board continues to focus on maintaining high standards
of corporate governance, which we seek to achieve through the
Group’s robust governance framework. The Board recognises
that high standards of governance and effective Board
oversight are vital to a successful organisation. This report
explains how the Board and its Committees have dealt with
ensuring that we have effective corporate governance in place
to help support the creation of long-term sustainable value for
our shareholders and wider stakeholders.
Compliance with the Code
Each year we review our governance framework with reference
to the 2018 UK Corporate Governance Code (the ‘Code’), and a
statement of compliance with the Code is set out on page 84.
Board meetings and activity
In 2022, the Board considered several key areas covering
strategy formulation, implementation and monitoring,
technology, workforce development, operational expertise,
financial performance, corporate governance, ESG and
stakeholder engagement. Further detail on the key items
discussed and time spent by the Board on these and other
matters is set out later in the Corporate governance report
on pages 89 and 139.
Board Composition
The structure, size and composition of the Board and its
Committees, is kept under constant review. As part of this
review on 7 February 2023, I was pleased to be able to
announce that Kath Cates would become TP ICAP’s Senior
Independent Director with effect from 1 March 2023. Kath
replaces Michael Heaney who will remain a valued member
of the Board and its Committees.
The Nomination & Governance Committee oversees the
refreshment of the Board and its Committees and, in assisting
and advising the Board, the Committee seeks to maintain an
appropriate balance of skills, knowledge, independence,
experience, time commitment and diversity of the Board, whilst
taking into account the Group’s strategic priorities, its challenges
and opportunities, all relevant corporate governance standards,
and associated guidance on Board composition.
Board Chair’s governance letter
Richard Berliand
Board Chair
TP ICAP GROUP PLC Annual Report and Accounts 202286
Board and Committee effectiveness
As Chair, my principal objective is to develop and lead an effective
Board for the benefit of our shareholders and wider stakeholders.
The Board undertakes a review of its effectiveness each year and
appoints an independent external adviser every third year, as
recommended by the Code. During 2022, Clare Chalmers Ltd, an
independent consultant was commissioned to undertake a review
of the effectiveness of TP ICAP’s Board and its Committees. I am
pleased to report that the Board and its Committees were
considered to be effective. Further details of the review and its
outputs can be found on pages 97 to 99 of this report.
Stakeholder engagement
In fulfilling its duty to promote the success of the Company for
the benefit of its shareholders and wider stakeholders, the Board
continues to engage with our stakeholders whilst having regard
to their interests and to the impacts and consequences of Board
decisions. Further detail on stakeholder engagement can be found
on pages 40 to 49 of the Strategic Report where we have provided
an equivalent to a s172(1) UK Companies Act 2006 statement,
albeit there is currently no such reporting requirement under the
Jersey Companies Act.
There has also been continued engagement in 2022 with our
employees. During the year the Board received briefings from the
Workforce Engagement Non-executive Directors on their findings
from the workforce meetings held and the subsequent actions
agreed and being implemented by the Regional CEOs. Our
Non-executive Directors attended workforce engagement
meetings in person and via teleconference in Japan, New York,
Belfast and London.
Purpose, culture and values
The Board recognises the importance of its role in setting the tone
of the Group’s culture aligning it with our purpose, vision, mission
and strategy, and embedding it throughout the Group. The Board
aims to foster an open and collaborative culture based on our
mission and purpose supporting decisions that are best for our
shareholders, whilst having regard to the interests of our other
stakeholders. Further details of about our purpose, vision and
mission can be found in the Sustainability chapter on pages
50 to 70.
In 2022 following feedback from employee engagement forums,
workshops and town-halls the core values of the Group were
refreshed and our new Triple A values (Accountable, Adaptable and
Authentic) were launched. Work will continue into 2023 to further
embed the new values into the everyday lives of our employees.
A sustainable business
Beyond corporate governance, the Board acknowledges its other
key responsibilities, in particular as they relate to ESG matters.
Much progress has been made on these matters over the last year.
Of particular note was the appointment of Shane O’Riordain as
Group Director, Corporate Affairs who leads the Group’s approach
to sustainability. Further information on the Group’s approach to
ESG matters can be found in our Sustainability chapter on pages
50 to 70.
Annual General Meeting
Our 2023 AGM will be held on 17 May 2023 at 2.15pm BST. Full
details including the resolutions to be proposed to our shareholders
can be found in the Notice of AGM which will be made available on
our corporate website.
The outcome of the resolutions put to the AGM will be published on
the London Stock Exchange’s and the Company’s website once the
AGM has concluded.
Richard Berliand
Board Chair
14 March 2023
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 202287
Governance at a glance
OUR GOVERNANCE FRAMEWORK
Provides strategic
leadership.
Determines the
Group’s purpose,
values and strategy
and ensures these
are aligned with
the culture.
Ensures the
necessary resources
are in place to meet
Company
objectives and
measure
performance
against them.
Ensures that
controls and risk
management
systems are rigorous
and effective
throughout the
organisation.
Determines the
Group’s risk
appetite and nature
and extent of the
principal risks and
considers other
matters escalated
from the Board’s
Risk Committee.
Determines
what matters
are reserved
for the decision
of the Board.
The Board
Has principal responsibility for promoting the long-term sustainable success of the Company,
generating value for its shareholders and contributing to wider society.
Key responsibilities
Group Management
Committee
Responsible for periodically
monitoring and reviewing
current business performance
against budget and agreed
strategy, developing and
influencing future strategy and
making recommendations for
variation of current strategy for
consideration by the Executive
Committee. Considers
the resourcing for the delivery
of future strategy.
Group Business Committee
Responsible for exercising
oversight of the Group’s
commercial issues and current
business performance with
reporting by business line.
Also develops ideas on future
strategy for consideration by
the Executive Committee.
Group Operating Committee
Responsible for exercising
oversight of the performance of
support functions, overseeing
significant Group projects and
initiatives, monitoring
operational risk within the
support functions, reviewing,
approving and prioritising
potential change initiatives,
exercising oversight of budget
and cost in support functions
and approving and reviewing
support function policies.
Group Risk, Conduct and
Governance Committee
Responsible for providing
executive oversight of the
Group’s enterprise risk
management framework,
monitoring conduct and
reviewing and recommending
governance proposals within
the Group. Communicates with
and makes recommendations
to the Executive Committee,
Risk Committee and Audit
Committee as appropriate.
Nominations &
Governance
Responsible for reviewing
the balance of skills,
knowledge, experience and
diversity of the Board and
UK Regulated Entities’
(‘UKREs’) boards, making
recommendations for
Board, Committee and
UKRE Non-executive
Director appointments
and monitoring succession
plans. Also has
responsibility for reviewing
and making
recommendations on
matters of corporate
governance.
For more see page 100
Remuneration
Responsible for developing,
maintaining and
recommending to
the Board formal and
transparent policies on
remuneration for the
Company’s employees,
including the Directors’
Remuneration Policy.
Makes recommendations
to the Board on the
remuneration packages
of the Executive Directors
and other members of
senior management, in
compliance with policy.
For more see page 116
Risk
Reviews and makes
recommendations to the
Board on the Group’s risk
appetite, risk principles
and policies so the risks
are reasonable and
appropriate for the Group
and can be managed and
controlled within the limits
of the Group’s resources
and within appetite. This
includes oversight in
respect of climate-related
risks in accordance with
TCFD requirements. Ensures
adherence to risk principles
and thresholds.
For more see page 112
Audit
Ensures the governance
and integrity of financial
reporting and disclosures,
and reviews the controls
in place. Oversees the
internal audit function
and the relationship with
the external auditors,
including monitoring
independence. Also
reviews the effectiveness
of internal controls in the
Group and maintains
oversight of the Group’s
TCFD deliverables plan.
For more see page 106
Executive
Responsible for defining
and refining strategic
proposals and reviewing
the success of
implementation of Group
strategy, overseeing
performance against the
strategy and budget on a
business line and regional
basis, promoting cultural
development, and
establishing and
monitoring ESG strategy
for the Group. Monitors
the implementation and
progress of risk and culture
activities. Also makes
recommendations to the
Board and Legal Entities
in accordance with the
authority levels delegated
by the Board.
TP ICAP GROUP PLC Annual Report and Accounts 202288
OUR BOARD IN NUMBERS KEY BOARD ACTIVITIES
Gender
Ethnicity/Nationality
Skills, knowledge, experience
Tenure at year end
Male 7
Female 4
White British 8
White French & British 1
White American 1
Asian Canadian 1
0 to 3 years 5
3 to 6 years 6
6+ years 0
Score %
Banking 25 76%
Trading/Broking 29 88%
Accounting 19 58%
Operational 20 61%
Digital & Technology 15 45%
Regulatory 27 82%
Risk Management 27 82%
Audit 20 61%
Strategy 25 76%
Corporate Governance 25 76%
Corporate Transactions 23 70%
Remuneration Policy & Practices 22 67%
Sustainability & ESG (including climate change) 14 42%
Note: The ‘Score’ of skills, knowledge, experience held by each Director is assessed
utilising a 0-3 rating (0: None | 1: Can Navigate | 2: Competent | 3: Expert) on an
individual basis, providing a maximum score of 33 per item.
2021 2022
1 Routine matters including unminuted
discussion 6% 10%
2 CEO updates 16% 15%
3 CFO updates including dividend, tax matters
and investor relations 15% 17%
4 Business/Management presentations and
updates including operations and technology 12% 8%
5 Risk management and audit including Brexit 7% 7%
6 Legal and Compliance 8% 8%
7 Strategy including corporate transactions 20% 21%
8 Corporate governance and policies 5% 4%
9 Employees, ESG, culture and stakeholders 11% 8%
2022 Board meeting attendance
Director
Meetings
attended¹
Richard Berliand 8/8
Nicolas Breteau 8/8
Kath Cates 8/8
Tracy Clarke 8/8
Angela Crawford-Ingle 8/8
Michael Heaney 8/8
Mark Hemsley 8/8
Louise Murray 8/8
Edmund Ng 8/8
Philip Price 8/8
Robin Stewart 8/8
1 Annual scheduled meetings only.
The Board’s activities
In addition to the eight scheduled meetings, numerous off-cycle
Board meetings and briefings were held in 2022 at which the Board
discussed, among other matters, the Group’s results and corporate
strategy, ESG (including climate change) and other projects. The
Board also held a strategy day in May 2022.
Over the course of the year, the Non-executive Directors conducted
unminuted discussions at the end of the scheduled Board meetings
and held occasional meetings without the Executive Directors
present to facilitate full and frank discussion.
How the Board spent its time during the year in scheduled meetings
20222021
1
2
3
4
9
5
6
7
8
1
2
3
4
9
5
6
7
8
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 202289
Board of Directors
Our Directors bring
diversity of skills,
knowledge, experience
and outlook which we
believe creates greater
value, leads to better
decision-making and
promotes the long-term
sustainable success of
the Company.
A
Audit Committee
N
Nominations & Governance Committee
R
Remuneration Committee
Ri
Risk Committee
Chair
Member
W
Workforce Engagement Director
External appointments: all listed and regulated
external appointments are disclosed.
Kath Cates
Senior Independent Director
Risk Committee Chair
Appointed
19 March 2019 and Chair
with effect from 15 May 2019
Appointed
1 February 2021
Appointed
10 July 2018
Appointed
10 July 2018
Appointed
3 September 2018
Committee appointments
N
Committee appointments
A
N
Ri
Committee appointments
None
Committee appointments
None
Committee appointments
None
Board skills and experience
Richard combines a detailed understanding
of the financial services industry and its
challenges and opportunities with a diverse
range of senior board leadership experience,
having held roles as Senior Independent
Director and Deputy Chairman at other
listed financial institutions. Through his
broad business experience and previous
external roles Richard brings extensive
external insight, a deep understanding of
relevant issues and the strong corporate
governance expertise required to lead an
effective Board and develop its strategy.
He also brings considerable experience
of engagement with key stakeholders of
the business.
Board skills and experience
Kath brings to the Board a wealth of
experience in global financial services with
over 25 years in executive roles based in
Hong Kong, London, Singapore and Zurich.
Her responsibilities spanned risk, legal and
compliance, operations, IT, brand, HR and
strategy. More recently as a Non-executive
Kath has gained broad experience on the
main boards of a number of companies,
chairing Board committees and acting
as Senior Independent Director. Kath is a
current member of Chapter Zero and was
appointed our Senior Independent Director
in March 2023 succeeding Michael Heaney.
Board skills and experience
Nicolas’ extensive experience across the
global broking industry complements his
in-depth knowledge of the Group’s
operations and markets and enables him to
lead the business and be a key contributor
to the Board. Nicolas continues to lead the
implementation and development of the
Board’s strategy and identifies new
opportunities for the continued future
growth of the business. He maintains
a productive dialogue with institutional
investors and other key stakeholders
of the business.
Board skills and experience
Robin brings to the Board financial
expertise coupled with strong leadership
skills developed both within TP ICAP and
the wider industry over more than 20 years.
His comprehensive knowledge of the
financial position of the Group enables him
to make a strong contribution to the Board
and when engaging with investors and
other stakeholders. He helps to drive the
operational performance of the business
and provides valuable expertise in financial
risk management.
Board skills and experience
Philip has over 30 years’ experience gained
in senior executive roles in the corporate
and financial services sector. His knowledge
and expertise enables him to bring a
valuable perspective to the Board’s
consideration of risk, governance, legal and
compliance issues and he is able to provide
the Board with insight as to the dynamic
and complex regulatory environment in
which TP ICAP operates. Having spent his
career variously in London, Europe and
Asia, Philip also brings an understanding
and insight into a number of the Group’s key
operating markets.
Career
Richard had a 23-year career at J.P. Morgan
where he served most recently as Managing
Director leading the global cash equities
and prime services businesses. He was
previously a member of the board of
directors of Rothesay Life plc and a member
of Deutsche Börse AG’s Supervisory Board.
Career
Kath was previously Global COO,
Wholesale Banking for Standard Chartered
Bank plc. Prior to that Kath spent over
20 years at UBS in a variety of senior roles
including Global Head of Compliance. Kath
was previously a Non-executive Director
and Chair of the Risk Committee of Brewin
Dolphin Holdings plc, and a Non-executive
Director and Remuneration Committee
Chair of RSA Insurance Group plc.
Career
Nicolas has held senior managerial roles
at MATIF (later Euronext), FIMAT (part of
Société Générale Group) and most recently
prior to joining TP ICAP, as Chief Executive
of Newedge Group. Before his current
appointment, he was CEO of TP ICAP’s
largest business, Global Broking. Nicolas
has also held directorship roles in Europe,
Asia and the Americas at the Futures and
Options Association (UK), Futures Industry
Association (USA), Citic/Newedge (China)
and Altura (Spain).
Career
Robin started his career at Arthur Andersen
and after that he spent 13 years at Dresdner
Kleinwort where he was director and deputy
head of tax. He joined the Group originally
as Head of Tax in 2003 and has since held
the roles of Head of Group Finance and Tax,
Group Financial Controller and Deputy CFO
and Financial Controller.
Career
Prior to joining the Group as Group General
Counsel and Global Head of Compliance in
2015, Philip held senior executive roles in UK
listed companies, investment banks and the
alternative investment sector. Philip is
admitted as a Solicitor of the Senior Courts
of England & Wales.
External appointments
Senior Independent Director and member
of the Remuneration, Nomination and
Audit & Risk Committees of Man Group plc.
Chair of Saranac Partners Limited.
External appointments
Non-executive Director, Remuneration
Committee chair, and member of the Audit
and Nomination Committees of United
Utilities Group plc. Non-executive Director
of two regulated subsidiaries, and also
Audit Committee chair of one, in the
Columbia Threadneedle Group. Chair of
the Board of Brown Shipley & Co Limited.
External appointments
None
External appointments
None
External appointments
None
Richard Berliand
Board Chair
TP ICAP GROUP PLC Annual Report and Accounts 202290
Appointed
19 March 2019 and Chair
with effect from 15 May 2019
Appointed
1 February 2021
Appointed
10 July 2018
Appointed
10 July 2018
Appointed
3 September 2018
Committee appointments
N
Committee appointments
A
N
Ri
Committee appointments
None
Committee appointments
None
Committee appointments
None
Board skills and experience
Richard combines a detailed understanding
of the financial services industry and its
challenges and opportunities with a diverse
range of senior board leadership experience,
having held roles as Senior Independent
Director and Deputy Chairman at other
listed financial institutions. Through his
broad business experience and previous
external roles Richard brings extensive
external insight, a deep understanding of
relevant issues and the strong corporate
governance expertise required to lead an
effective Board and develop its strategy.
He also brings considerable experience
of engagement with key stakeholders of
the business.
Board skills and experience
Kath brings to the Board a wealth of
experience in global financial services with
over 25 years in executive roles based in
Hong Kong, London, Singapore and Zurich.
Her responsibilities spanned risk, legal and
compliance, operations, IT, brand, HR and
strategy. More recently as a Non-executive
Kath has gained broad experience on the
main boards of a number of companies,
chairing Board committees and acting
as Senior Independent Director. Kath is a
current member of Chapter Zero and was
appointed our Senior Independent Director
in March 2023 succeeding Michael Heaney.
Board skills and experience
Nicolas’ extensive experience across the
global broking industry complements his
in-depth knowledge of the Group’s
operations and markets and enables him to
lead the business and be a key contributor
to the Board. Nicolas continues to lead the
implementation and development of the
Board’s strategy and identifies new
opportunities for the continued future
growth of the business. He maintains
a productive dialogue with institutional
investors and other key stakeholders
of the business.
Board skills and experience
Robin brings to the Board financial
expertise coupled with strong leadership
skills developed both within TP ICAP and
the wider industry over more than 20 years.
His comprehensive knowledge of the
financial position of the Group enables him
to make a strong contribution to the Board
and when engaging with investors and
other stakeholders. He helps to drive the
operational performance of the business
and provides valuable expertise in financial
risk management.
Board skills and experience
Philip has over 30 years’ experience gained
in senior executive roles in the corporate
and financial services sector. His knowledge
and expertise enables him to bring a
valuable perspective to the Board’s
consideration of risk, governance, legal and
compliance issues and he is able to provide
the Board with insight as to the dynamic
and complex regulatory environment in
which TP ICAP operates. Having spent his
career variously in London, Europe and
Asia, Philip also brings an understanding
and insight into a number of the Group’s key
operating markets.
Career
Richard had a 23-year career at J.P. Morgan
where he served most recently as Managing
Director leading the global cash equities
and prime services businesses. He was
previously a member of the board of
directors of Rothesay Life plc and a member
of Deutsche Börse AG’s Supervisory Board.
Career
Kath was previously Global COO,
Wholesale Banking for Standard Chartered
Bank plc. Prior to that Kath spent over
20 years at UBS in a variety of senior roles
including Global Head of Compliance. Kath
was previously a Non-executive Director
and Chair of the Risk Committee of Brewin
Dolphin Holdings plc, and a Non-executive
Director and Remuneration Committee
Chair of RSA Insurance Group plc.
Career
Nicolas has held senior managerial roles
at MATIF (later Euronext), FIMAT (part of
Société Générale Group) and most recently
prior to joining TP ICAP, as Chief Executive
of Newedge Group. Before his current
appointment, he was CEO of TP ICAP’s
largest business, Global Broking. Nicolas
has also held directorship roles in Europe,
Asia and the Americas at the Futures and
Options Association (UK), Futures Industry
Association (USA), Citic/Newedge (China)
and Altura (Spain).
Career
Robin started his career at Arthur Andersen
and after that he spent 13 years at Dresdner
Kleinwort where he was director and deputy
head of tax. He joined the Group originally
as Head of Tax in 2003 and has since held
the roles of Head of Group Finance and Tax,
Group Financial Controller and Deputy CFO
and Financial Controller.
Career
Prior to joining the Group as Group General
Counsel and Global Head of Compliance in
2015, Philip held senior executive roles in UK
listed companies, investment banks and the
alternative investment sector. Philip is
admitted as a Solicitor of the Senior Courts
of England & Wales.
External appointments
Senior Independent Director and member
of the Remuneration, Nomination and
Audit & Risk Committees of Man Group plc.
Chair of Saranac Partners Limited.
External appointments
Non-executive Director, Remuneration
Committee chair, and member of the Audit
and Nomination Committees of United
Utilities Group plc. Non-executive Director
of two regulated subsidiaries, and also
Audit Committee chair of one, in the
Columbia Threadneedle Group. Chair of
the Board of Brown Shipley & Co Limited.
External appointments
None
External appointments
None
External appointments
None
Nicolas Breteau
Executive Director and
Chief Executive Officer
Robin Stewart
Executive Director and
Chief Financial Officer
Philip Price
Executive Director and
Group General Counsel
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 202291
Board of Directors
continued
Appointed
1 January 2021
Appointed
16 March 2020
Appointed
15 January 2018
Appointed
16 March 2020
Appointed
31 December 2021
Appointed
1 November 2017
Committee appointments
N
R
ESG Engagement Director
Committee appointments
A
N
Ri
Committee appointments
N
R
Ri
W
Committee appointments
N
Ri
W
Committee appointments
A
N
Committee appointments
A
N
R
W
Board skills and experience
Tracy brings to the Board considerable
international banking and financial
services experience spanning 35 years, most
recently serving as a Director of Standard
Chartered Bank UK for seven years. Her
non-executive appointments including as
Remuneration Committee Chair, previously
for eaga plc and Sky plc and currently for
Haleon plc and Starling Bank, demonstrate
her suitability to chair the Remuneration
Committee. Tracy also has relevant ESG
experience, having previously been
responsible for Corporate Affairs and
Sustainability at Standard Chartered and
being a current member of Chapter Zero,
which is valuable in her role as ESG
Engagement Director.
Board skills and experience
Angela brings substantial experience to
the Board, both from her executive career,
as well as from her other Non-executive
Director roles in financial services. She is
a Fellow of the Institute of Chartered
Accountants in England and Wales and
delivers scrutiny and oversight to the Board
from her extensive experience of audit of
multinational and listed companies.
Board skills and experience
Michael brings to the Board significant
knowledge of financial markets, both in
the USA and the UK, as well as expertise
in international financial management
from his long career in financial services.
His prior experience of operations and risk
management at senior level was invaluable
in his role as interim Chair of the Risk
Committee. Michael was also our Senior
Independent Director from May 2021 to
March 2023. As Workforce Engagement
Director his perspective ensures that he
understands and brings the views of
employees in the Americas region to
Board discussions.
Board skills and experience
Mark draws on his extensive experience
of capital markets and exchanges from
his executive career in the industry.
His knowledge of large-scale technology
infrastructure, operations and oversight
of operational transformation in several
international exchanges and trading
platforms is invaluable to the Board. As
Workforce Engagement Director for EMEA,
Mark’s engagement with colleagues brings
the perspectives of EMEA employees to
Board discussions.
Board skills and experience
Louise brings to the Board considerable and
broad buy-side experience from her career
within blue-chip financial institutions, as
well as expertise in financial asset classes.
Experienced in regulated industries and
implementing robust governance across
a global framework, Louise makes a
strong contribution as a member of the
Nominations & Governance Committee.
Board skills and experience
Edmund brings to the Board a deep
understanding of and insight into one of our
key markets, with over 20 years’ experience
of the Asian capital markets. In addition,
his years of experience at the Hong Kong
Monetary Authority enable Edmund to
bring an in-depth understanding of
complex financial regulatory regimes to the
Board. His experience in both buy-side and
sell-side have provided valuable insight to
the evolution of TP ICAP’s strategy, and his
fund ESG committee involvement has
helped to provide the buy-side perspective
relating to the Group’s recent TCFD focus.
As Workforce Engagement Director,
Edmund also represents very effectively the
views of employees from the APAC region
in Board discussion.
Career
As well as having been Director of Standard
Chartered Bank UK from January 2013
until 31 December 2020, Tracy served as
Non-executive Director of Standard
Chartered First Bank in Korea, Zodia
Holdings Limited and Zodia Custody Ltd.
She has also chaired the boards of Standard
Chartered Bank AG and Standard Chartered
Yatirim Bankasi Turk A.S. She was also
Non-executive Director of Inmarsat plc,
China Britain Business Council and
TheCityUK.
Career
Angela, a chartered accountant, was a
Partner specialising in financial services
at PricewaterhouseCoopers for 20 years,
during which time she led the Insurance and
Investment Management Division. She has
previously served in Non-executive Director
roles at Beazley plc, Swinton Group Limited,
Openwork Holdings, and River and
Mercantile Group plc.
Career
During a distinguished career Michael served
as Global Co-Head of the Fixed Income
Sales and Trading Division for 28 years at
Morgan Stanley, both in New York and
London. He was also a member of Morgan
Stanley’s Operating, Management and Risk
Management Committees. Until recently
Michael served as a Non-executive Director of
Legal & General, Investment Management
Americas, and Chairman of the US Securities
and Exchange Commission Fixed Income
Market Structure Advisory Committee.
Career
Mark was President of Cboe Europe until his
retirement in early 2020. Prior to that he
was Chief Executive Officer at Bats Global
Markets in Europe, Managing Director,
Market Solutions at LIFFE and Director
Global Technology at Deutsche Bank GCI.
Mark was also a board member of EuroCCP
NV and was a member of the ESMA
Securities and Markets Stakeholder Group
and Securities and Markets Consultative
Working Group.
Career
Louise’s most recent executive position
was as Director, Global Head of Trading
at Aviva Investors Global, having previously
spent 21 years at BlackRock Investment
Management where she served most
recently as Managing Director, Head of
Fixed Income Trading EMEA.
Career
Prior to establishing Eastfort Asset
Management in mid-2015 with Brummer
& Partners in Sweden, Edmund served
as Head of the Direct Investment Division
of Hong Kong Monetary Authority and
Managing Director of Asia Ex-Japan
trading within J.P.Morgan.
External appointments
Senior Independent Director and
Remuneration Committee Chair of Starling
Bank Limited. Non-executive Director
and Remuneration Committee Chair of
Haleon plc.
External appointments
Council Member and Chair of the Audit
Committee of Lloyds of London Limited.
External appointments
Chairman of Deutsche Bank USA and
Deutsche Bank Trust Company Americas.
External appointments
None
External appointments
None
External appointments
Chief Investment Officer and co-founder
of Eastfort Asset Management.
Director of OTC Clearing Hong Kong
Limited.
Tracy Clarke
Independent Non-executive Director
Remuneration Committee Chair
Angela Crawford-Ingle
Independent Non-executive Director
Audit Committee Chair
Michael Heaney
Independent Non-executive Director
TP ICAP GROUP PLC Annual Report and Accounts 202292
A
Audit Committee
N
Nominations & Governance Committee
R
Remuneration Committee
Ri
Risk Committee
Chair
Member
W
Workforce Engagement Director
External appointments: all listed and regulated
external appointments are disclosed.
Appointed
1 January 2021
Appointed
16 March 2020
Appointed
15 January 2018
Appointed
16 March 2020
Appointed
31 December 2021
Appointed
1 November 2017
Committee appointments
N
R
ESG Engagement Director
Committee appointments
A
N
Ri
Committee appointments
N
R
Ri
W
Committee appointments
N
Ri
W
Committee appointments
A
N
Committee appointments
A
N
R
W
Board skills and experience
Tracy brings to the Board considerable
international banking and financial
services experience spanning 35 years, most
recently serving as a Director of Standard
Chartered Bank UK for seven years. Her
non-executive appointments including as
Remuneration Committee Chair, previously
for eaga plc and Sky plc and currently for
Haleon plc and Starling Bank, demonstrate
her suitability to chair the Remuneration
Committee. Tracy also has relevant ESG
experience, having previously been
responsible for Corporate Affairs and
Sustainability at Standard Chartered and
being a current member of Chapter Zero,
which is valuable in her role as ESG
Engagement Director.
Board skills and experience
Angela brings substantial experience to
the Board, both from her executive career,
as well as from her other Non-executive
Director roles in financial services. She is
a Fellow of the Institute of Chartered
Accountants in England and Wales and
delivers scrutiny and oversight to the Board
from her extensive experience of audit of
multinational and listed companies.
Board skills and experience
Michael brings to the Board significant
knowledge of financial markets, both in
the USA and the UK, as well as expertise
in international financial management
from his long career in financial services.
His prior experience of operations and risk
management at senior level was invaluable
in his role as interim Chair of the Risk
Committee. Michael was also our Senior
Independent Director from May 2021 to
March 2023. As Workforce Engagement
Director his perspective ensures that he
understands and brings the views of
employees in the Americas region to
Board discussions.
Board skills and experience
Mark draws on his extensive experience
of capital markets and exchanges from
his executive career in the industry.
His knowledge of large-scale technology
infrastructure, operations and oversight
of operational transformation in several
international exchanges and trading
platforms is invaluable to the Board. As
Workforce Engagement Director for EMEA,
Mark’s engagement with colleagues brings
the perspectives of EMEA employees to
Board discussions.
Board skills and experience
Louise brings to the Board considerable and
broad buy-side experience from her career
within blue-chip financial institutions, as
well as expertise in financial asset classes.
Experienced in regulated industries and
implementing robust governance across
a global framework, Louise makes a
strong contribution as a member of the
Nominations & Governance Committee.
Board skills and experience
Edmund brings to the Board a deep
understanding of and insight into one of our
key markets, with over 20 years’ experience
of the Asian capital markets. In addition,
his years of experience at the Hong Kong
Monetary Authority enable Edmund to
bring an in-depth understanding of
complex financial regulatory regimes to the
Board. His experience in both buy-side and
sell-side have provided valuable insight to
the evolution of TP ICAP’s strategy, and his
fund ESG committee involvement has
helped to provide the buy-side perspective
relating to the Group’s recent TCFD focus.
As Workforce Engagement Director,
Edmund also represents very effectively the
views of employees from the APAC region
in Board discussion.
Career
As well as having been Director of Standard
Chartered Bank UK from January 2013
until 31 December 2020, Tracy served as
Non-executive Director of Standard
Chartered First Bank in Korea, Zodia
Holdings Limited and Zodia Custody Ltd.
She has also chaired the boards of Standard
Chartered Bank AG and Standard Chartered
Yatirim Bankasi Turk A.S. She was also
Non-executive Director of Inmarsat plc,
China Britain Business Council and
TheCityUK.
Career
Angela, a chartered accountant, was a
Partner specialising in financial services
at PricewaterhouseCoopers for 20 years,
during which time she led the Insurance and
Investment Management Division. She has
previously served in Non-executive Director
roles at Beazley plc, Swinton Group Limited,
Openwork Holdings, and River and
Mercantile Group plc.
Career
During a distinguished career Michael served
as Global Co-Head of the Fixed Income
Sales and Trading Division for 28 years at
Morgan Stanley, both in New York and
London. He was also a member of Morgan
Stanley’s Operating, Management and Risk
Management Committees. Until recently
Michael served as a Non-executive Director of
Legal & General, Investment Management
Americas, and Chairman of the US Securities
and Exchange Commission Fixed Income
Market Structure Advisory Committee.
Career
Mark was President of Cboe Europe until his
retirement in early 2020. Prior to that he
was Chief Executive Officer at Bats Global
Markets in Europe, Managing Director,
Market Solutions at LIFFE and Director
Global Technology at Deutsche Bank GCI.
Mark was also a board member of EuroCCP
NV and was a member of the ESMA
Securities and Markets Stakeholder Group
and Securities and Markets Consultative
Working Group.
Career
Louise’s most recent executive position
was as Director, Global Head of Trading
at Aviva Investors Global, having previously
spent 21 years at BlackRock Investment
Management where she served most
recently as Managing Director, Head of
Fixed Income Trading EMEA.
Career
Prior to establishing Eastfort Asset
Management in mid-2015 with Brummer
& Partners in Sweden, Edmund served
as Head of the Direct Investment Division
of Hong Kong Monetary Authority and
Managing Director of Asia Ex-Japan
trading within J.P.Morgan.
External appointments
Senior Independent Director and
Remuneration Committee Chair of Starling
Bank Limited. Non-executive Director
and Remuneration Committee Chair of
Haleon plc.
External appointments
Council Member and Chair of the Audit
Committee of Lloyds of London Limited.
External appointments
Chairman of Deutsche Bank USA and
Deutsche Bank Trust Company Americas.
External appointments
None
External appointments
None
External appointments
Chief Investment Officer and co-founder
of Eastfort Asset Management.
Director of OTC Clearing Hong Kong
Limited.
Edmund Ng
Independent Non-executive Director
Mark Hemsley
Independent Non-executive Director
Louise Murray
Independent Non-executive Director
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 202293
Corporate governance report
The role of the Board and its Committees
The Board is collectively responsible for the effective oversight of
the Company and the long-term success of its business. The formal
Schedule of Matters Reserved for the Board describes the role and
responsibilities of the Board in full and is subject to annual review.
The Board delegates some of its responsibilities to the Audit,
Nominations & Governance, Risk, and Remuneration Committees,
through agreed Terms of Reference which are subject to annual
review. The responsibilities of each Committee are described in
the governance framework on page 88 and in the relevant
Committee reports.
Responsibilities are also delegated by the Board to the Disclosure
Committee through agreed Terms of Reference which are subject
to annual review. The Disclosure Committee is responsible for
considering on an ongoing basis, in accordance with legal and
regulatory obligations and the Group Disclosure Policy, whether
any recent developments in the Group’s business are such that
a disclosure obligation has, or may, arise and makes
recommendations to the Board as appropriate.
The Group has a matrix management structure. The Board also
delegates responsibility for the day-to-day operational management
of the Company to the Chief Executive Officer, who is supported by
the Executive Committee (‘ExCo’), Group Management Committee
(‘GMC’), Group Business Committee (‘GBC’), Group Operating
Committee (‘GOC’) and the Group Risk, Conduct and Governance
Committee (‘GRCGC’). The Group executive level Committees are
chaired by the Chief Executive Officer, except the GRCGC which is
chaired by the Group General Counsel and the GOC which is
chaired by the Group Chief Operating Officer. The Committee
responsibilities are described in the governance framework on
page 88.
The Group’s Chief Operating Decision Maker (‘CODM’) is the ExCo
which operates as a general executive management committee
under the direct authority of the Board. The ExCo members
regularly review operating activity on a number of bases, including
by business division and by legal ownership which is structured
geographically based on the region of incorporation for TP ICAP’s
legacy entities plus Liquidnet. This business division view is now
considered to represent the more appropriate view for the purposes
of Group resource allocation and assessment of the nature and
financial effects of the business activities in which the Group
engages, and is consistent with the information reviewed by the
CODM. In order to support local regulatory compliance, each
regional Sub-group has its own independent governance structure
including CEOs, board members and Sub-Group regional Risk,
Conduct and Governance Committees with separate autonomy of
decision making and the ability to challenge the implementation of
Group level strategy and initiatives within its region. In the EMEA
Sub-Group, in particular, there are also independent non-executive
directors on the regional Board of directors that further strengthens
the independence and judgement of the governance framework.
Group Governance Manual and policies
The Group’s governance framework, approved by the Board, sets
out the decision-making and reporting lines across the Group and
authority levels delegated by the Board to certain Committees,
individual Directors and senior management. This is documented
in the Group Governance Manual, which sets out the governance
framework in relation to the Group’s central and Sub-Group
governance structures, as described above and shown on page 88.
Within the framework there is emphasis on the maintenance of
regulatory deconsolidation and the separation of mind and
management between the Group and each Sub-Group.
The Group Governance Manual documents the operation and
governance of the Group’s UK regulated entities within the EMEA
Sub-Group, taking into consideration governance and regulatory
developments, including the Senior Managers and Certification
Regime. The Group Governance Manual and appended
documentation is subject to annual review and was revised in 2022
to better reflect the Group’s responsibilities in relation to the Task
Force on Climate-related Financial Disclosures (‘TCFD’).
The Company has clearly defined policies, processes, procedures
and controls which are subject to continuous review in order to meet
the requirements of the business, the regulatory environment and
the market. Ultimate decision-making on matters affecting a legal
entity is reserved for that legal entity board.
Division of responsibilities
The roles of the Board Chair and Chief Executive Officer are
separate and a formal statement of division of responsibilities
has been adopted by the Company.
Board Chair: Independent on appointment and leads the Board
by facilitating the effective contribution of all Directors and ensuring
high standards of corporate governance. Chairs the Board meetings,
sets the Board agendas and promotes effective relationships
between the Executive Directors and Non-executive Directors.
Senior Independent Director: Discusses with shareholders any
concerns they have been unable to resolve through the normal
channels of Chair, Chief Executive Officer or Chief Financial Officer,
or for which such contact is inappropriate. Provides a sounding
board for the Chair and is available to act as an intermediary
for other Directors when necessary. Responsible for reviewing
the effectiveness of the Chair.
Chief Executive Officer: Accountable to, and reports to, the Board.
Responsible for developing and implementing the strategy, setting
the cultural tone throughout the organisation and providing
coherent executive leadership in running the Group’s operations
and activities.
Executive Directors: Support the Chief Executive Officer in
developing and implementing the Group strategy and leading the
Company, which is consistent with its purpose, culture and values.
Provide specialist knowledge and experience to the Board.
Non-executive Directors: Independent of management, assist
in developing and approving the strategy. Provide independent
advice and constructive challenge to management, bring relevant
experience and knowledge and serve on the Board Committees.
Support the Chair by ensuring effective governance across the
Group and reviewing the performance of the Executive Directors.
Group Company Secretary: Advises the Board on matters
of corporate governance and ensures that the correct Board
procedures are followed. All members of the Board and
Committees have access to the services and support of the
Group Company Secretary.
More online
The Division of Responsibilities can be found at:
https://tpicap.com/tpicap/investors/corporate-governance
TP ICAP GROUP PLC Annual Report and Accounts 202294
Board meetings
The Board has a schedule of eight meetings a year to discuss the
Group’s ordinary course of business in accordance with a detailed
annual forward agenda developed by the Chair and the Group
Company Secretary, and agreed by the Board. Every effort is made
to arrange Board meetings so all Directors can attend. Additional
meetings are arranged on an ad-hoc basis as required and while
every effort is made to arrange that all Board members are able
to attend these additional meetings, that is not always possible
as they are often at relatively short notice. All Board and Board
Committee meetings are minuted. These summarise the principal
points discussed during an item’s deliberation and record any
unresolved concerns and actions arising from the discussion.
In addition to the eight scheduled meetings (six full agenda
meetings and two shorter CEO and CFO Report focused meetings)
there were eight further ad-hoc meetings held at short notice
during 2022. In most cases all eligible Board members were able to
attend these additional meetings. In all cases each Non-executive
Director held offline briefings with the Board Chair or Senior
Independent Director in relation to the subject matter.
Keeping the Board informed
The Board and its Committees are provided with appropriate and
timely information. For scheduled meetings, agendas are drafted
based on the previously agreed forward agenda schedule and are
then reviewed to replace or include supplemental items to reflect
current business priorities as determined by the Chief Executive
Officer and the other Executive Directors. Additionally, the Chair
of the Board or the Chairs of each of the Committees have sessions,
in person, by video-conference or exchange of email, with the
Group Company Secretary and relevant function heads to review
the agendas for scheduled meetings.
Wherever possible, agenda items for consideration are
accompanied by written reports and supporting papers. Oral
updates are permitted where matters are progressing at a pace
to ensure the Directors have the most current information available.
Board and Committee papers are circulated sufficiently in advance
of meetings to enable Directors to review them.
The Group has a comprehensive system for financial reporting
on the Group’s financial position and prospects, which is subject
to rigorous review by both internal and external audit. Budgets,
regular forecasts and monthly management accounts including
KPIs, income statements, balance sheets and cash flows are
prepared, and the Board reviews consolidated reports of these.
The Group Company Secretary and Group General Counsel
are responsible for ensuring the Board stays up to date with key
changes in legislation which may affect the Company. There
are also procedures in place for the Board to take independent
professional advice at the Company’s expense, should the
need arise.
The Board continually monitors the quality of the information
it receives to ensure it is clear, comprehensive, and helps the Board
to carry out its duties.
Case study
Audit tender
Stakeholder consideration: shareholders, regulators
In 2021 the Company committed to completing a competitive
tender for the audit contract in respect of the year ending
31 December 2024. Having last completed a tender process in
2013, Deloitte have been the Company’s external auditor since
its predecessor company listed in 2000. In accordance with the
Code and Statutory Audit Services for Large Companies Market
Investigation (Mandatory Use of Competitive Tender Processes
and Audit Committee Responsibilities) Order 2014 (the ‘Order’),
it was therefore prudent that the Company put the statutory audit
services engagement out to tender during 2022, ahead of the
year ending 31 December 2023 being the last year Deloitte could
be appointed as the Group’s auditor. Completing the tender
process within this time frame allows a four-year term for the new
lead audit partner and a cooling period for the incumbent auditor
in accordance with the EU mandatory firm rotation rules.
In April 2022:
> Angela Crawford-Ingle, Audit Committee Chair, issued a letter
to the Company’s largest shareholders representing circa 85%
of the register outlining the Group’s intentions in relation to the
external audit tender. Feedback received from shareholders was
considered and incorporated into the process as appropriate.
> The Group approached the three remaining ‘Big 4’ audit firms
and two of the challenger firms, and launched the request for
proposal process inviting firms to participate in the process.
> A data room was set up and made available to participating
firms, allowing them equal access to documents in order to
structure a written proposal and submit questions.
> An internal steering group, chaired by the Audit Committee
Chair and comprised of a sub-set of the project working group,
was set up and met regularly to oversee the preparation and
execution of the process on behalf of the Audit Committee.
In June 2022 all participating firms were invited to present to an
evaluation panel comprising of members of the Audit Committee,
Board members and senior members of the project working
groups. The evaluation panel compared, contrasted, and assessed
the presentations, proposals received and the participating firms
themselves. The evaluation was based on qualitative and
quantitative criteria and considered participating firms’
suitability in relation to the Group’s client base, geographical
reach, technical expertise and cultural fit. Subsequent to the
formal presentations, all feedback was consolidated and
reviewed. PricewaterhouseCoopers (‘PwC’) was identified by the
evaluation panel as the preferred firm and the Group engaged in
commercial negotiations and discussions.
Following completion of due process the Audit Committee and
Board recommended at their meetings in July 2022 that the
proposed new external auditor, PwC, be appointed as the Group’s
new external auditor in respect of the year ending 31 December
2024. The recommendation was announced by the Company on
28 July 2022 and will be presented to our shareholders for
approval at the AGM in early 2024.
Throughout the process the Audit Committee continued to
monitor legal requirements and developments in best practice
with regards to audit tender arrangements, including the UK
Financial Reporting Council’s ‘Audit Tenders – Notes on Best
Practice’ February 2017 and the UK adopted Regulation (EU)
No 537/2014 of the European Parliament and of the Council of
16 April 2014 on specific requirements regarding statutory audits
of public-interest entities.
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 202295
Key agenda items discussed by the Board
Some of the key strategic priorities and areas discussed and reviewed by the Board in 2022 are shown below:
Strategic and operational priorities Key activities and discussions
Strategy formulation,
implementation and
monitoring
> Regular Chief Executive Officer’s reports and dashboards
> Reports from the Americas region
> Presentations from the business including Energy & Commodities, Parameta Solutions, and Liquidnet
> Post-Brexit planning and implementation
> Dedicated strategy sessions
> Brand strategy and architecture, including purpose statement review
Build and sustain technology
expertise
> Presentations on technology projects
> Deep dive on hub architecture
Develop our people > Culture and conduct initiatives
> Diversity and inclusion
> Employee wellbeing and working environment, including new values
> Employee share plans
> Employee development and engagement
> Gender pay gap review
> Whistleblowing updates, in conjunction with the Audit Committee
Enhance operational
expertise
> Presentation on operations, including updates on business continuity planning
> Internal and external communications strategy
Financial performance,
including results, capital
and liquidity
> Regular Chief Financial Officer’s reports including financial performance
> Three-year financial plan updates
> Financial strategy
> Approval of the 2022 Group Budget and discussion of the 2023 Budget setting process
> Approval of the 2021 year-end results, Annual Report and Accounts, AGM circular and dividends
> Review of dividend policy
> Group review of capital and liquidity adequacy
> Approval of interim results and review of trading statements
> Viability statement and going concern
> Analysis on local capital allocations and usage
> EMTN Programme
> Group insurance renewal
Corporate governance and
risk, including regulatory
outcomes
> Reports of the activities of the Audit, Remuneration, Risk, and Nominations & Governance
Committees
> Risk strategy, risk assurance plan and risk appetite statements
> Regular legal and compliance reports
> Presentations from the Chief Risk Officer, including on reinforcing a good risk culture
> Conflicts of interest
> Corporate governance matters, including approval of the Group Governance Manual, Matters
Reserved for the Board, Division of Responsibilities, Schedule of Delegations and Group Expenditure
Control Policy
> Corporate governance updates and Code compliance
> Board and Committee evaluation
> Board and Committee Terms of Reference reviews
> Review of Securities Dealing Code
> Review of Modern Slavery Statement
> External audit tender process
ESG, including stakeholder
engagement
> The Sustainability strategy, KPIs and reports
> Shareholder engagement and feedback
> Investor relations reports and shareholder analysis
> Review of the charitable giving policy
> Climate change and environmental sustainability, including net zero commitment
> Engagement with the FCA and other regulators
> Supplier engagement
Corporate governance report
continued
TP ICAP GROUP PLC Annual Report and Accounts 202296
BOARD EVALUATION AND PERFORMANCE
The Board undertakes a review of its effectiveness each year and appoints an external evaluator every third year. During 2022, Clare
Chalmers Ltd, an independent consultant, was commissioned to undertake a review of TP ICAP’s Board and Committees in line with the
guidance set out in the Code. Clare Chalmers Ltd undertook an external evaluation for the Board in 2019, but it was felt that Ms Chalmers
remained independent and her expertise would be of value to the Board and its Committees.
Evaluation process
1. In H1 2022 Clare
Chalmers Ltd, an
independent
provider of Board
effectiveness
reviews, was
appointed to
conduct the
external Board
and Committee
evaluation for
2022. Following
the appointment,
the Chair worked
with Ms Chalmers
to scope the
process and
timetable for
the evaluation
exercise. The
process and
timetable were
endorsed by the
Nominations &
Governance
Committee in
July 2022.
2. In advance
of starting the
observation and
interview work
with the Board,
Ms Chalmers
completed a
document review.
This included
reviewing Board
and Committee
meeting packs,
Board matters
reserved,
Committee Terms
of Reference,
Board skills
matrix, 2021
Annual Report
and Accounts, and
previous internal
evaluation
reports.
3. During October
2022 Ms Chalmers
observed Board
and Committee
meetings and
conducted an
individual,
structured
interview with
each member of
the Board, other
members of senior
management, the
Deloitte Audit
Partner, and the
remuneration
adviser. In
preparation for
the interviews and
to ensure a
consistent
approach, each
interviewee was
given a short
scoping
document.
4. Ms Chalmers
prepared a draft
report on the
findings, which
was discussed with
the Board Chair in
December 2022.
5. The resulting
report with the
findings and
proposed actions
was presented
on a non-
attributable basis
for discussion at
the Nominations
& Governance
Committee at the
January 2023
meeting. Each
Board Committee
then considered
the evaluation
outcomes relevant
to them at
meetings in
February and
March 2023.
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 202297
Progress against 2022 actions
The outcome of the 2021 Board evaluation exercise, which was internally facilitated, was reported in detail in last year’s Annual Report.
The main action points arising from that exercise, and actions taken in respect of each, are set out in the table below.
2021 evaluation recommendations Progress made during the year
Continue to improve
Executive Director and
Senior Manager succession
and talent development plans
> Executive Director and senior management succession plans, talent development initiatives, and the
associated risks were a focus of management through 2022, with gap analysis completed.
> The succession plans and talent development initiatives were reviewed by the Nominations &
Governance Committee in October 2022 and further developments discussed.
> Continuing to develop the Executive Director and senior management succession plans and process,
and implementation of new talent development initiatives is envisaged for 2023.
Implement a continuing
structured engagement
programme for the
Non-executive Directors
> Our new Non-executive Director was integrated successfully and effectively into Board discussions,
utilising a mixture of engagement and induction methods to ensure they were brought up to speed
quickly on the activities of the business.
> Non-executive Directors regularly held meetings with the Executive Directors and other senior
managers to aid continuous development of understanding of the businesses and strategic dialogue.
> Non-executive Director only meetings were made a standing Board agenda item.
Tighten the Board
administrative processes
> The development and oversight of Board paper composition was an area of focus, with an improved
governance process implemented.
> Board and Committee papers were made available for scheduled meetings so that Directors had
sufficient time to read and digest them ahead of the meeting.
Board and Committee effectiveness results
The conclusion of the 2022 external evaluation process was that the Board and its Committees operated effectively. The evaluation
highlighted that the Board has made some significant positive contributions over the last year, noticeably looking at culture, change,
Executive succession planning and oversight of appointments and supporting the continued improvement of papers. Board members
were also considered to be well aligned on the Company’s purpose, values, strategy and wider responsibilities.
The main recommendations arising from the Board evaluation for 2022, and areas of focus for 2023, are set out in the table below.
2022 evaluation recommendations Areas of focus for 2023
Continue to improve
Executive Director and Senior
Manager succession and
talent development plans
> Succession planning to be considered by the Nominations & Governance Committee at least twice
during 2022.
> Continue to develop Executive Director and Senior Management succession plans.
> Review and refresh talent development initiatives in place.
Enhance and expand the
Group’s Director induction
processes and annual training
programme
> Extend the Director induction programme to establish a continuing structured engagement
programme for the Non-executive Directors and Executive Directors within the Group, with regular
meetings with the Executive Directors and other senior managers to aid continuous development
of understanding of the businesses and strategic dialogue.
> Enhance and extend the bespoke training programme for the Board and its Committee members,
including executive directors across the Group.
Continue to refine Board and
Committee papers
> Standard paper templates to be refreshed and extended to the Group.
> Presenters to the Board and its Committees to be provided with presenter training to help provide
clarity and to help ensure that key issues are drawn out.
> Paper author training to be provided to paper authors.
Corporate governance report
continued
TP ICAP GROUP PLC Annual Report and Accounts 202298
Individual performance evaluation
As a separate part of the annual evaluation process, there is a review of the effectiveness and commitment of individual Directors and the
need for any training or development is assessed. This is carried out as follows:
> The Chair meets with the Non-executive Directors to evaluate the performance of the Chief Executive Officer;
> The Chair meets each Non-executive Director individually; and
> The Senior Independent Director and the other Non-executive Directors meet to evaluate the Chair’s performance, having first obtained
feedback from the Chief Executive Officer.
As part of the annual evaluation an individual’s commitment of time to the Company in light of their other commitments, as noted in their
biographies on pages 90 to 93, is reviewed. In addition, the Chair conducts an interview and assessment of Non-executive Directors as they
approach the end of each three-year term to determine their continued effective contribution and commitment to the role. This process
was completed in Q1 2023 for Angela Crawford-Ingle and Mark Hemsley in relation to their first three-year term, and both were
subsequently recommended to be appointed for a second three-year term by the Chair and Nominations & Governance Committee.
All Directors subject to the annual evaluation were deemed to be effective members of the Board and are recommended for re-election
at the 2023 AGM.
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 202299
Report of the Nominations & Governance Committee
How the Committee spent its time during
the year in scheduled meetings
%
2022 key activities
> Board composition, recruitment, and
succession planning.
> Board and workforce diversity.
> Board evaluation process, outputs and actions.
> Senior management succession planning.
>ESGandGovernancematters,includingthe
Group Governance Manual.
>Stakeholderengagementactivities,including
theworkforceengagementprogramme.
20222021
Richard Berliand
Chair,Nominations&GovernanceCommittee
1
2
3
4
5
6
7
8
1
2
3
4
5
6
8
7
2021 2022
1 Routinematters 16% 13%
2 ExecutiveDirectorandseniormanagement
succession planning 14% 5%
3 Stakeholderengagement,ESGandculture 16% 29%
4 Boardmemberrecruitmentincludingskills,
experienceanddiversityreview 21% 12%
5 Corporategovernance 15% 21%
6 Policiesandcontrols 3% 2%
7 BoardEvaluation 6% 6%
8 UKRegulatedEntitiesBoardcomposition 9% 12%
TP ICAP GROUP PLC Annual Report and Accounts 2022100
2022 Committee attendance
Committee members
Meetings
attended¹
RichardBerliand 4/4
KathCates 4/4
Tracy Clarke 4/4
Angela Crawford-Ingle 4/4
MichaelHeaney 4/4
MarkHemsley 4/4
Louise Murray 4/4
EdmundNg 4/4
1 Inadditiontothescheduledmeetings,onefurthermeetingwasheldatshort
noticetoconsidercorporategovernancemattersandNon-executiveDirector
succession.Allmemberswereabletoattendtheadditionalmeeting.
More online
TheCommittee’sTermsofReferenceareavailable
ontheCompany’swebsite:
https://tpicap.com/tpicap/investors/corporate-governance
Dear fellow shareholder,
IamdelightedtopresenttheNominations&Governance
CommitteereportwhichsummariseshowtheCommitteehas
dischargeditsresponsibilitiesduringtheyear.Areasoffocusthis
yearincluded:Boardcompositionandsuccessionplanning;Board
andworkforcediversity;Boardevaluationprocess,outputsand
actions;seniormanagementsuccessionplanning;andGovernance
matters,includingtheembeddingofTCFDintoourGroup
GovernanceManualandtherefreshoftheGroup’spurpose,
vision and mission.
InaccordancewithitsTermsofReference,theCommitteealso
reviewedandmaderecommendationsinrelationtothecomposition
andremunerationoftheNon-executiveDirectorelementofthe
TPICAPUKRegulatedEntities’BoardsandCommittees.
Board composition, recruitment and succession planning
AkeyroleoftheCommitteeistoregularlyreviewthestructure,
sizeandcompositionoftheBoardanditsCommittees,andwhere
appropriatemakerecommendationstotheBoardfortheorderly
successionofExecutiveandNon-executiveDirectorappointments.
ItoverseestherefreshmentoftheBoardanditsCommitteesand,in
assistingandadvisingtheBoard,theCommitteeseekstomaintain
anappropriatebalanceofskills,knowledge,independence,
experience,timecommitmentanddiversityontheBoardandits
Committees,takingintoaccounttheGroup’sstrategicpriorities,
itschallengesandopportunities,allrelevantcorporategovernance
standards, and associated guidance on Board composition.
Aspreviouslymentioned,Iwaspleasedtobeabletoannounce
thatKathCates,withthesupportoftheCommitteeandBoard,has
agreedtobecometheGroup’sSeniorIndependentDirector.Kath
replacesMichaelHeaneywhowillremainavaluedmemberofthe
BoardanditsCommittees.
TheDirectors’biographiesand‘OurBoardinnumbers’onpages
89to93demonstratethedepthandbreadthoftheBoard’sskills,
knowledge,experienceandcompetenciesandreflectthe
constitutionoftheBoardasat31December2022.
Attheyear-endtheBoardcomprisedelevenDirectors:three
ExecutiveDirectorsandsevenindependentNon-executiveDirectors
includingaNon-executiveChairwhowasindependenton
appointment.IncompliancewiththeCode,overhalftheBoard
comprisedindependentNon-executiveDirectorsthroughout2022
andthisremainsthecaseasatthedateofthisreportwithatotalof
eightNon-executiveDirectors.
AtregularintervalsthroughoutyeartheCommitteereviewedthe
Boardskills,knowledgeandexperiencematrixtoassistin
assessmentoftheBoard’scoverageofthoseskillsandexpertise,
butalsotoconsiderthecompetenciesrequiredinorderforthe
Boardtoachievetheorganisation’sstrategicpriorities.
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 2022101
Key responsibilities of the Committee
TheBoardhasdelegatedresponsibilitytotheCommitteefor:
Board and Committee membership, and succession
planning
>Reviewingthebalance,skill,knowledgeand
experienceoftheBoardandBoardCommittees;
makingrecommendationstotheBoardasto
necessary and appropriate adjustments in structure,
sizeandcomposition;
>OverseeingsuccessionplanningprocessesfortheBoard
andseniormanagement;and
>MakingrecommendationstotheBoardonallproposed
new appointments, elections and re-elections of
DirectorsatAGMs.
Board performance
>SupervisingtheBoardperformanceevaluationprocess;
overseeinganyremedialactionrequiredasaresultof
theBoardperformanceevaluationprocessconcerning
thecompositionoftheBoard.
Director independence
> Assessing and making recommendations
totheBoardinrelationtotheindependence
ofNon-executiveDirectors.
Conflicts and related person transactions
>Reviewingconflicts.
Governance
>Consideringvariousgovernancematters,including
compliancewiththeUKCorporateGovernance
Codeand/orotherrelevantregulatoryregimes;and
>Reviewingkeynon-payrelatedworkforcepolicies
andstakeholderengagementmechanisms.
ESG matters
>Reviewingandapprovingthecontentofany
environmental, social and governance related
statements or policies.
Conduct
>ReviewingandapprovingtheCompany’sCodeof
Conduct,sharedealingcodeandrelatedpolicies.
UK regulated entities (‘UKREs’)
>Agreeingproceduresfortheselectionof,andmaking
recommendationsto,theUKREboardsonnew
appointmentsofindependentNon-executive
Directorsandconsideringthesuccessionplanning
processfortheUKREboards;and
>Reviewingthebalance,skills,knowledgeand
experience,timecommitment,independence
anddiversityoftheUKREboards,andmaking
recommendationsasrequired.
Succession planning
DuringtheyeartheCommitteereviewedandconsidered
Executiveandseniormanagementsuccessionplanning,with
focusgiventotheGroup’stalentbench-strength,globalsuccession
outlookandtalentdiversity.TheCommitteeispleasedtoreport
thattherewereseveralinternalpromotions,relocationsand
externalhiresmadein2022,whichwillhelptheGrouptoachieve
its strategic aims.
Diversity
TheCommitteeregularlyconsidersthediversityofthemembership
oftheBoard,UKREsandwiderworkforcetoensureprogress
againstthediversitytargetssetoutintheParkerReview,Hampton-
Alexanderguidelines(nowtheFTSEWomenLeadersguidelines)
andtheWomeninFinanceCharter.
TheBoard’smembershipcontinuestomeettheFTSEWomen
Leadersguidelines.Withrespecttosuccessionplanning,attention
isgiventotheapplicationofthechangesmadetotheUKListing
Rulesinrelationtogenderandethnicdiversitytargets.Inthe
Committee’sconsiderationofdiversity,welookatitinitsbroadest
sense,notjustinrespectofgender,butalsoage,experience,
ethnicityandgeographicalexpertise.
WecontinuetoexceedourWomeninFinancetargetstoachieve
25%seniorwomeninthebusinessbytheyear2025:asof
September2022femalerepresentationinseniormanagementwas
27.8%.Furtherdetailsofourdiversityandinclusioncommitments
canbefoundonourwebsiteatwww.tpicap.comandonpages
54to55ofthisreport.
Induction
AllDirectorsreceiveacomprehensiveinductiononjoiningthe
Board.TheprocessforallnewlyappointedDirectorsincludesthe
appointeereceivingacomprehensiveinductionprogrammeand
briefingwithexternallegaladvisersonDirectors’duties,rolesand
liabilities,eitherpriororsoonafterappointment.Accessisprovided
totheBoardandCommitteepacks(includingminutesandpapers)
from previous Board cycles and one-to-one induction meetings are
heldwithExecutiveDirectorsandseniormanagement,including
theGroupCompanySecretary.Companyconstitutional,compliance
and governance documentation, as well as information relating to
theGroupandgovernancestructureandtheexpenditurecontrol
framework,isalsoprovided.TheCommitteeseeksfeedbackonthe
inductionprocessfromnewlyappointedmembersoftheBoard
withaviewtoimprovingtheprogramme.
Report of the Nominations & Governance Committee
continued
TP ICAP GROUP PLC Annual Report and Accounts 2022102
Governance
During2022thegovernanceframeworkfortheGroupassetout
intheGroupGovernanceManual(‘Manual’)wasrefinedtoreflect
TCFDrequirementsandtheevolvingESGlandscape.Furtherwork
willbeundertakenin2023tohelpensureasmoothimplementation
(whereappropriate)ofthethoseelementsoftheBEIS‘Restoring
TrustinAuditandCorporateGovernance’consultationonaudit
andcorporategovernance.TheCommitteereviewedtherevised
ManualandrecommendeditsadoptiontotheBoard.Detailsof
thegovernanceframeworkcanbefoundonpage88.
OntopofregulargovernancereviewitemssuchastheConflicts
andRelevantSituationsRegister,Committees’TermsofReference,
andreviewsofstakeholderengagementandcompliance,the
Committeehasalsoconsideredaninternalassessmentofthe
Company’scompliancewiththeUKCorporateGovernanceCode.
The UK Regulated Entities’ governance
During2022theCommitteereviewedthecompositionGroup’s
UKRegulatedEntities’boardsandcommittees.Aspartofthe
consideration,theCommitteetakesintoaccountthebalanceof
independence,skills,experienceanddiversityontheboards.In
relationtothelatter,theCommitteeiscommittedtoensuringthere
isappropriatefemalerepresentationontheUKRegulatedEntities’
boardsandconsidersappropriatediversitytargetsaligningwith
theGroup’sdiversityandinclusionaspirations.
IndependenceandcapacityareconsideredbytheCommittee
priortoanindividualbeingrecommendedasanNon-executive
DirectortotheUKRegulatedEntitiesandisreviewedannually.
TheCommitteealsoreviewstheUKRegulatedEntities’Conflicts
andRelevantSituationsRegister.
TheGroup’sUKRegulatedEntities’boardswereestablishedin
2020andreviewedin2021aspartoftheTPICAP’sredomiciliation
programme.AreviewoftheGovernanceStructureincludingthe
effectivenessoftheBoard’sandtheircommitteesisexpectedtotake
placeinH22023.Furtherdetailsandtheoutcomeofthereviewwill
bereporteduponinthe2023AnnualReportandAccounts.
Stakeholder engagement
TheCommitteehasconsideredengagementwithanumberof
keystakeholdersduringtheyear,includingdiscussionsofkeytopics
raisedbyshareholdersandemployees.TheCommitteecontinues
tomonitorprogressoftheWorkforceEngagementProgramme
includingoutputactionsandwillhaveoversightofthe
implementationprocessoftheGroup’sredefinedTripleAvalues
drivenbytheemployeecultureandvaluessurveyfeedback.Further
informationonStakeholderengagementcanbefoundonpages
40to49.
Other areas of the Committee’s consideration
Social and environmental matters
AspartoftheGroup’scommitmenttostrengtheningitsapproach
toEnvironmental,SocialandGovernance(‘ESG’)mattersIwas
pleasedtosharethataGroupDirectorofCorporateAffairswas
appointedinApril2022.Theyhaveworkedcloselywiththe
Executiveleadershipteamandprovidedadviceastothebest
approachtobetakentoachieveTPICAP’sESGstrategicaims.
Furtherinformationabouttheworkthathasbeenundertakenin
respectofESGcanbefoundintheSustainabilitychapteronpages
50to70.
Conduct
During2022,theCommitteereviewedtheTPICAP’sSecurities
Code,theGroup’sDisclosurePolicyandtheCodeofConductwhich
emphasisedtheBoard’sexpectationsofhighethicalstandardsand
integrityinallaspectsoftheGroup’soperationsandbusiness.
Board and Committee effectiveness
Anindependentexternalevaluationoftheeffectivenessofthe
BoardanditsCommitteeswasconductedinQ42022.Further
detailsontheevaluationprocesscanbefoundonpages97to99.
Board training and development
TheChairhasoverallresponsibilityforreviewingthetrainingneeds
ofeachDirector,andforensuringthatDirectorscontinuallyupdate
theirskillsandknowledgeoftheGroup.AllDirectorsareadvised
ofchangesinrelevantlegislation,regulations,andevolvingrisks,
withtheassistanceoftheGroup’sadvisorswhereappropriate.
TheBoardanditsmainCommitteesreceivebriefingsfromrelevant
functionheadsonanyrelevantcurrentdevelopmentsaspartofthe
normal Board reporting process.
AscheduleofformaltrainingprovidedtotheBoardandits
CommitteesismaintainedandreviewedbytheNominations&
GovernanceCommitteeannually.During2022theBoardand
Committeeshadovertenhoursofformaltrainingonawiderange
oftopics.ThesubjectsincludeddeepdivesonRussianexposures
includingcyberrisks,ESGandclimatechangeincludingTCFD
requirements,corporatestrategy,andEuropeanGasandPower
MarketvolatilityanditsimplicationstoTPICAP.Inadditiontothis
formaltrainingtherewereregularbusinessbriefingsessionsaswell
asregularupdatesontheimplicationsforTPICAPandfinancial
servicesfollowingtheUK’sexitfromtheEuropeanUnionandthe
Company’sconsequentialplans.
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 2022103
Other areas of the Committee’s consideration continued
TheBoardisalsokeptinformedofanymaterialshareholder
correspondence,brokerreportsontheCompanyandsector,
institutional voting agency recommendations and documents
reflectingcurrentshareholderthinking.Inaddition,members
oftheGMCmakeregularpresentationstotheBoardonawider
range of topics.
TheNon-executiveDirectorsareencouragedtotakeadvantage
ofexternalconferences,seminarsandtrainingevents,andsign
uptoreceivebriefingsissuedbyprofessionaladvisersonlegislative,
regulatoryandbestpracticeguidanceandupdates.Theyarealso
encouragedtomeetmembersofthemanagementteamsbothin
theUKandoverseastoenhanceboththeirknowledgeand
understandingoftheGroup’scorebusinessareas.Suchdirect
engagementwithstaffalsohelpsembedtheNon-executive
Directors’roleasworkforceengagementchampionsandenables
themtoobservefirst-handthecontrols,cultureandconduct
behavioursinoperation.AfullerbriefingontheBoard’sworkforce
engagementisonpage137.
Director independence, conflicts and related person
transactions
Independence of Directors
TheindependenceofeachoftheNon-executiveDirectorsis
assessedonappointmentandthencontinuallyassessedbythe
BoardandCommittee.AllNon-executiveDirectorshavebeen
determinedtobeindependentincharacterandjudgement.
Inaddition,attheconclusionoftheirinitialandsubsequent
three-yearterms,theindependenceofeachoftheNon-executive
Directorsisformallyreviewedandconfirmed.TheChairwas
independentonappointment.NoneoftheNon-executiveDirectors
hasreceivedanyremunerationadditionaltotheirDirectors’fees
andthereimbursementofreasonableexpensesincurredinthe
courseofperformingtheirduties.TheBoardbelievesthatthere
arenorelationships,conflictsofinterestorothercircumstances
whicharelikelytoaffect,orcouldappeartoaffect,any
Director’sjudgement.
External appointments
TheDirectors’otherdirectorshipsaresetoutinthebiographies
onpages90to93.TheBoardandCommitteecontinuallymonitor
externalappointmentstoensurethatallDirectorsareableto
allocatesufficienttimetotheCompanytodischargetheir
responsibilitieseffectively.ExecutiveDirectorsarepermitted
totakeupappointmentswithothercompaniesprovidedthetime
involvedisnottooonerousandwouldnotconflictwiththeirduties
atTPICAP.NoneoftheExecutiveDirectorscurrentlyholdany
externalappointments.
Management of conflicts of interest
AtthestartofeachBoardandCommitteemeeting,theDirectors
areinvitedtoadviseofanyconflictsorpotentialconflictsinrespect
ofanyitemonthatmeeting’sagenda.
TheCommitteereviewsateachofitsmeetingstheCompany’s
ConflictsandRelevantSituationsRegister,whichsetsout
informationonDirectors’conflictsthathavebeendeclared
andauthorised,aswellassettingoutDirectors’otherdirectorships.
AtanytimethattheCommitteeand/orBoardconsideraDirector’s
appointment,themembersarealsoinvitedtoconsideranextract
oftheConflictsandRelevantSituationsRegisterfortheindividual
underconsiderationandisaskedtoauthoriseconflictsasnecessary.
Aheadofmakinganyappointmentdecision,considerationisgiven
towhether,intheCompany’sview,theproposedDirectorwould
havesufficienttimetofulfilhisorherBoardresponsibilitiesgiven
theirotherappointments.
Related party transactions
RelatedpartytransactionswereconsideredbytheCommittee
assituationsaroseandmostrecentlywerereviewedinJuly2022
andJanuary2023.
Terms of appointment
ThetermsoftheDirectors’serviceagreementsandlettersof
appointment,whicharealignedtotheprovisionsoftheCode,
aresummarisedintheReportoftheRemunerationCommitteeon
page135.EachoftheDirectorsissubjecttoelectionbyshareholders
atthefirstAGMaftertheirappointmentbytheBoardandsubject
toannualre-electionbyshareholdersthereafter.Theservice
agreementsandlettersofappointmentareavailableforinspection
duringnormalbusinesshoursatourregisteredoffice,andatthe
AGMfrom15minutespriortothemeetinguntilitsconclusion.
Election and re-election of Directors
TheCommitteetakesintoaccounttheresultsoftheevaluationsof
individualDirectors(seepage99forfurtherinformation)toassist
indeterminingwhethertorecommendtotheBoardtheelection
orre-electionofDirectorsateveryAGM,asrequiredinaccordance
withtheCompany’sArticlesofAssociation.TheCommitteehas
consideredthemixofskills,knowledge,experience,competencies
andbackgroundofthemembersoftheBoard.TheBoardconsiders
thatitexhibitsgenderandculturaldiversity,andtherangeofskills
andbackgroundsencompassesfinancial,commercial,operating,
control, corporate governance, accounting, regulatory, audit and
internationalattributes.
Report of the Nominations & Governance Committee
continued
TP ICAP GROUP PLC Annual Report and Accounts 2022104
AspartoftheformalreviewandrenewalofaNon-executive
Director’sappointmentpriortotheendofeachthree-yearterm,
theChairconductsaninterviewandassessmenttoconfirmthatthe
Non-executiveDirectorcontinuestocontributeeffectivelyandto
demonstratecommitmenttotherole.ShouldtheChairdetermine
thatisthecase,arecommendationismadetotheCommitteeto
extendtheappointmentforanotherthree-yearterm.Inlinewith
bestpracticegovernance,aproposalforathirdthree-yeartermwill
besubjecttomorerigorousscrutinybeforemakingarecommendation.
InMarch2023,AngelaCrawford-IngleandMarkHemsley’s
three-yeartermofappointmentwasduetocometoanend.Atthe
Board’srequestIampleasedtosaythatbothAngelaandMark
agreedtoserveasNon-executiveDirector’sforafurtherthree-year
term.TheBoardandCommitteeissatisfiedthattheybothremain
independentinjudgementandcharacterandcontinuetomake
asignificantcontributiontotheproceedingsoftheBoardand
itsCommittees.
AllNon-executiveDirectorshavesubmittedthemselvesforelection
atthe2023AGM.TheCommitteeispleasedtorecommendall
Directorsputtingthemselvesforwardforelection.Thebiographies
oftheDirectorsstandingforelectioncanbefoundonpages90to
93,intheNoticeoftheAGMandalsoontheCompany’swebsite:
www.tpicap.com.
Additional information
Additionally,aspartofitsstandingagendatheCommitteecarried
outareviewofitstermsofreference,toensurethattheCommittee
continuestofulfilitsdutiesandactivitiesandthatthetermsof
referenceremainrelevant.Theresultsoftheexternaleffectiveness
reviewagreedthattheCommitteeremainedeffective.
TheCommitteehasunrestrictedaccesstotheExecutiveandsenior
management,andexternaladvisorstohelpdischargeitsduties.
Itissatisfiedin2022thatitreceivedsufficient,reliableandtimely
informationtoperformitsresponsibilitieseffectively.
Richard Berliand
Chair
Nominations&GovernanceCommittee
14March2023
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 2022105
How the Committee spent its time during
the year in scheduled meetings
%
2022 key activities
> Financial reporting including the Annual Report
and Accounts and half-year results, and
associated statements and determinations.
> Group Tax matters.
> Progress of delivery under the internal
audit plan.
> Internal audit’s staffing levels, risk assessment
methodology, risk assessment, and internal
audit charter.
> Updates on the external audit process.
> Effectiveness of the Group’s systems of
risk management and internal control,
including all material controls.
> Whistleblowing.
> Oversight of the Group’s TCFD
deliverables plan.
> Completion of audit tender.
20222021
Angela Crawford-Ingle
Chair, Audit Committee
Report of the Audit Committee
1
2
3
4
5
6
7 1
2
3
4
5
6
7
2021 2022
1 Routine matters¹ 6% 25%
2 Annual/interim reporting and trading
statement review 29% 15%
3 Tax matters 9% 7%
4 External auditor reporting 21% 14%
5 Internal auditor reporting 25% 19%
6 Risk management and internal controls 9% 13%
7 Corporate governance 1% 7%
1 2022: including unminuted discussion.
TP ICAP GROUP PLC Annual Report and Accounts 2022106
2022 Committee attendance
Committee members
Meetings
attended¹
Angela Crawford-Ingle 4/4
Kath Cates 4/4
Louise Murray 4/4
Edmund Ng 4/4
1 In addition to the scheduled meetings, one additional Sub-Committee meeting
was held to consider the 2021 full year results announcement. All Committee
members were able to attend the additional meeting.
More online
The Committee’s Terms of Reference are available
on the Company’s website:
https://tpicap.com/tpicap/investors/corporate-governance
Dear fellow shareholder,
I am pleased to present the Committee report for the year ended
31 December 2022. This report sets out how the Committee has
discharged its responsibilities during the year and highlights the
Committee’s assessment of significant financial reporting
judgements in connection with the 2022 financial statements, and
the conclusions reached. The responsibilities of the Committee are
set out in its Terms of Reference, which were last reviewed and
approved in December 2022. A summary of these responsibilities
in relation to the Group, including the Financial Conduct Authority
authorised and other regulated subsidiaries, is set out on page
88 and 108.
Following the Committee’s review of the 2022 Annual Report, the
Committee made a recommendation to the Board that, taken as a
whole, the Annual Report is fair, balanced and understandable and
provides the information necessary for shareholders to assess the
Group’s position and performance, business model and strategy.
The ‘fair, balanced and understandable’ recommendation to the
Board is explained on page 108.
Throughout 2022 the Committee has continued to play a valuable
role in the Group’s governance framework, ensuring the integrity
of financial information through monitoring and review, and
providing challenge and oversight across the Group’s financial
reporting and internal controls procedures.
We continued to monitor the ongoing UK government led corporate
governance reforms in relation to audit and controls matters to
assess the likely impact on the future work of the Committee and to
enable areas of focus to be planned accordingly. In anticipation
of the upcoming new requirements, a working group reporting to
the Committee with representation from key functions has been
established to further analyse the requirements and develop plans
to support implementation.
I provide regular reports to the Board on the activities of the
Committee and how we have discharged our duties. To ensure
I have a full understanding of the challenges facing the Group
I communicate regularly with the risk and finance functions, as well
as with external and internal audit, both in the UK and our principal
overseas locations. I also communicate with the EMEA Sub-Group
and UKRE Board Chair and Risk Chair, and regularly attend EMEA
Sub-Group and UKRE Risk Committee meetings
Committee membership and attendance
All Committee members are independent Non-executive Directors
with experience in the financial services sector. Along with myself,
as a Fellow of the Institute of Chartered Accountants in England
and Wales, this fulfils the UK Corporate Governance Code
(the ‘Code’) requirement of having recent and relevant financial
experience. The biography of each current member of the
Committee is set out in the Board biographies on pages 90 to 93.
The Committee holds a minimum of four meetings annually. The
Committee sets an annual work plan, developed from its Terms of
Reference, with standing items that the Committee considers at
each meeting, in addition to areas of risk identified for detailed
review and any matters that arise during the year.
The Committee meetings are routinely attended by the: Board
Chair, Executive Directors including the Group CFO, Group Deputy
CFO, Group Chief Internal Auditor, Group Chief Risk Officer,
partners from the external auditor, and members of Company
Secretariat. The Committee also invites other senior finance and
business heads to attend certain meetings to gain a deeper level
of insight on particular items. During 2022 this included regular
focused updates from the Group Director of Corporate Affairs and
Group Head of Operations on matters such as ESG (including
climate-related) as a part of overseeing the Group’s TCFD
deliverables plan.
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 2022107
Report of the Audit Committee
continued
Key responsibilities of the Committee
The Board has delegated responsibility to the Committee
in relation to:
Financial reporting
> Considering significant financial reporting
judgements;
> Reviewing the Annual Report and Accounts and
half-year results;
> Considering Group tax matters;
> Considering whether the Annual Report and
Accounts taken as a whole, are fair, balanced and
understandable;
> Monitoring compliance with accounting standards;
and
> Reviewing the going concern and the longer-term
viability statement.
External audit
> Reviewing the effectiveness of external audit;
> Assessing external auditor independence; and
> Developing a policy for non-audit services provided
by the external auditor.
TCFD deliverables
> Overseeing the Group’s TCFD deliverables plan; and
> Reviewing the Group’s progress delivering its Scopes 1,
2 and 3 commitments.
Risk management and internal control
> Considering the effectiveness of the Group’s systems
of risk management and internal control, including
all material controls; and
> Reviewing whistleblowing arrangements.
Internal audit
> Approving the internal audit function’s staffing levels,
risk assessment methodology, risk assessment, internal
audit charter and annual audit plan;
> Considering the results and findings of internal audit
function’s work;
> Reviewing the performance and effectiveness of
internal audit; and
> Reviewing whistleblowing arrangements.
Fair, balanced and understandable
Before the 2022 Annual Report and Accounts was approved, the
Committee was asked to review and consider the processes and
controls in place to help ensure it presents a fair, balanced and
understandable view of the business. When conducting these
reviews, the Committee:
> Examined the preparation and review process;
> Considered the level of challenge provided through that process
and whether the Committee agreed with the results; and
> Considered the continuing appropriateness of the accounting
policies, important financial reporting judgements and the
adequacy and appropriateness of disclosures.
Board and Committee members received drafts of the Annual
Report and Accounts for their review and input which provided an
opportunity to discuss the drafts with both management and the
external auditor, challenging the disclosures where appropriate.
We concluded that the processes and controls were appropriate,
and were therefore able to make the following assurance to
the Board:
> In our view, the Annual Report and Accounts, taken as a whole, is
fair, balanced and understandable and provides the information
necessary for shareholders to assess the Group’s position,
performance, business model and strategy.
Going concern and viability statement
The assumptions relating to the going concern review and viability
statement were considered, including the medium-term projections,
stress tests and mitigation plans, with reflection that the resulting
assumptions and statement would support the Directors’ solvency
statement required to be made in accordance with Jersey law prior
to any distribution.
On the basis of the review, we advised the Board that it was
appropriate for the Annual Report and Accounts to be prepared on
a going concern basis. We also reviewed the long-term viability
statement taking into account the Group’s current position and
principal risks and uncertainties, and advised the Board that the
viability statement and the three-year period of the assessment
were appropriate.
Financial reporting
The Committee has reviewed the integrity of the Consolidated
Financial Statements included in the half-year and year-end
announcements of results and the Group’s Annual Report
and Accounts.
Significant financial reporting judgements in 2022
We considered a number of judgements in connection with the
2022 Consolidated Financial Statements. These judgements, how
the Committee addressed them and the conclusions we reached,
are set out to the right:
TP ICAP GROUP PLC Annual Report and Accounts 2022108
Significant financial reporting judgements in 2022 continued
Judgement Note Action the Committee took Conclusions
Impairment of goodwill
and other acquisition
related intangibles.
13 > Reviewed the basis on which goodwill was allocated
to Cash Generating Units (‘CGUs’) including the
reallocation to CGUs based on Business Divisions and
discussed management’s annual impairment assessment.
> Considered the basis for determining the recoverable
amount of each CGU.
> Challenged the methodology and valuation
assumptions used.
> Considered whether the information provided to the
Group’s external valuation specialists was complete
and accurate.
> Reviewed the carrying amounts of other intangible assets.
> Discussed management’s annual review of impairment
triggers.
> The Committee is satisfied
with the process
undertaken and that
no impairment charge
is required in the year
and that the disclosures
are appropriate.
The Group’s assessment
and disclosure of legal
cases and regulatory
investigations.
27 and 36 > Reviewed the cases identified and discussed
management’s provisioning and disclosure assessment.
> Considered the basis for determining provisions in respect
of cases.
> Considered whether the information disclosed was
consistent with the information maintained by the Group
Legal Counsel and the Group’s external legal advisers.
> Reviewed the procedures performed by the external
auditor, including their inquiries performed of the Group’s
external legal advisers.
> The Committee is satisfied
with the process
undertaken and that the
provisions and contingent
liability disclosures
are appropriate.
The use, presentation
and explanation of
Alternative Performance
Measures used by
management to explain
the Group’s performance.
Financial
Review, Note 4
and APM
Appendix
> Challenged management on the rationale for each of
the Alternative Performance Measures (‘APMs’) used to
describe the Group’s performance and the justification
for separate presentation of significant items from the
Group’s adjusted results.
> Reviewed the adequacy of the disclosure of APMs used
to review Executive performance.
> Challenged and reviewed the adequacy of management’s
disclosure and description of significant items to ensure
sufficient clarity and justification provided in the Annual
Report and Accounts.
> Reviewed the Annual Report and Accounts to ensure
that undue prominence was not given to APMs in line
with guidance from the European Securities and
Markets Authority.
> Reviewed the adequacy and completeness of
reconciliations of APMs to the nearest equivalent
Reported measure.
> Sought the view of the external auditor and reviewed
its procedures as set out in its report.
> The Committee is satisfied
that the definition and
presentation, reconciliation
and explanations of APMs
were appropriate and
that the disclosures relating
to adjusted performance
and significant items
are appropriate.
Other items that were less significant but were discussed included: the valuations of associates and joint ventures, expected credit losses,
tax compliance, and dividend affordability.
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 2022109
Whistleblowing
The Committee oversees the operation and effectiveness of the
Group’s whistleblowing systems and controls. During the year the
Committee, in conjunction with the Board, regularly reviewed
whistleblowing reports and metrics and considered the effectiveness
of the whistleblowing arrangements in place. Employees and
individuals outside of TP ICAP are able to raise their concerns
anonymously using an independent reporting facility managed
by a third party. This mechanism is combined with a number of
‘Speak Up’ initiatives to raise employees’ awareness of the
Whistleblowing Policy and procedures. As Whistleblowing Champion,
I oversee the integrity, independence and effectiveness of the
whistleblowing arrangements.
TCFD
The Committee holds responsibility for overseeing the Group’s
delivery in relation to TCFD and its Scopes 1, 2 and 3 commitments.
During 2022 the Committee received reports on TCFD progress
and reporting requirements, including recent FRC guidance, and
discussed the progress made against the targets published in the
2021 Annual Report and Accounts. At the Committee’s request an
additional externally facilitated climate change and TCFD
reporting Board session was arranged for December 2022.
We recognise that the Group is on a journey of continual
improvement, and in 2023 the Committee will further focus on the
Group’s adherence to the UK regulations, emerging regulatory
requirements in other jurisdictions, and the quality of TP ICAP’s
climate change data. You can read more about the Company’s
compliance with the FCA Listing Rule 9.8.6R(8) on climate-related
disclosure on pages 62 to 70.
Internal audit
The Committee is responsible for monitoring and reviewing the
effectiveness of the internal audit function. We approve the internal
audit plan and keep it under review during the year, to reflect the
changing business needs and to ensure it considers new and
emerging risks.
During 2022, the Committee:
> Reviewed the work and reports of internal audit;
> Assessed the performance and effectiveness of internal audit;
> Monitored progress against the internal audit plan;
> Reviewed how management action plans to mitigate internal
audit findings had been implemented;
> Reviewed and approved the internal audit charter;
> Reviewed the internal audit risk assessment approach;
> Reviewed and discussed the annual internal audit opinion; and
> Approved the 2023 Annual Audit Plan, Resourcing, and Budget.
During early 2022 the internal audit function, led by Mark Pointer
as Group Chief Internal Auditor, continued to build out the in-house
team and progress functional development including refinements
to functional structure and strengthening the technology audit
resourcing. EY, as co-source provider, has continued to provide
specialist skills and subject matter expertise during the year
where required, to supplement the in-house team. The Committee
considered the resourcing, experience, expertise and skills of the
internal audit function and is satisfied that it has appropriate
resources and remains organisationally independent.
External auditor
The Committee has primary responsibility for managing the
relationship with the external auditor, including assessing its
performance, effectiveness and independence, recommending
to the Board its reappointment or removal, and agreeing terms
of engagement.
Deloitte was reappointed as external auditor of the Group at the
2022 AGM. Fiona Walker is in her third year as lead audit partner,
having been appointed to the role in the year ended 31 December
2020. Deloitte has been the Company’s auditor since its
predecessor company listed in 2000. In 2013 the Board put the
external audit contract out for tender and concluded that Deloitte
should be re-appointed. A similar tender process was completed in
2022 resulting in a proposal for PricewaterhouseCoopers LLP
(‘PwC’) to be appointed as external auditor for the 2024 year-end.
The Committee is very aware of the developments relating to the
external audit process driven by various reviews and welcomes
moves to ensure the continuing robustness, challenge and
independence provided that they genuinely address acknowledged
quality issues.
Effectiveness of the external audit process
I meet regularly with the external audit partner throughout the year
to ensure that there are no unresolved issues of concern. This helps
ensure that the external auditor is able to operate effectively and
challenge management sufficiently when required.
During the year as part of the 2022 effectiveness review of both the
external auditor and the 2022 audit, the Committee considered:
> The quality of Deloitte’s 2022 external audit;
> The effectiveness of the external audit process including the
expertise, efficiency, global service delivery and cost
effectiveness of the auditor;
> The external auditor’s plans and feedback from senior
management; and
> Effectiveness of management in relation to the timely
identification and resolution of areas of accounting judgement,
analysing those judgements, the quality and timeliness of papers,
management’s approach to the value of independent audit and
the booking of any audit adjustments arising, and the timely
provision of draft public documents for review by the external
auditor and the Committee.
The Committee is pleased to report that the effectiveness review of
the external auditor did not identify any significant concerns. In
addition, the Committee concluded that the 2022 external audit
had been effective.
Independence and non-audit services
When considering the 2022 Annual Report, in addition to reviewing
the objectivity and independence of the external auditor, the
Committee also considered the professional and regulatory
guidance on auditor independence and Deloitte’s policies and
procedures for managing independence.
The process for approving certain non-audit services provided by
the external auditor is governed by the non-audit services policy
which is overseen by the Committee. The non-audit services policy
was last updated and approved by the Committee in September
2020 to ensure the requirements of the FRC Revised Ethical
Standard (2019) were fully covered by the policy. Deloitte have
confirmed that no non-audit services prohibited by the FRC’s Ethical
Standard were provided to the Group or Parent Company during
the year.
Report of the Audit Committee
continued
TP ICAP GROUP PLC Annual Report and Accounts 2022110
To safeguard the external auditor’s independence and objectivity,
the Group does not engage Deloitte for any non-audit services
except where it is work that they must, or are clearly best suited to,
perform. All proposed services must be pre-approved in accordance
with the non-audit services policy. The Group is also required to cap
the level of non-audit fees paid to the external auditor at 70% of
the average audit fees paid in the previous three consecutive
financial years.
The Committee reviewed the level of fees paid to the external
auditor for the various non-audit services provided during 2022.
During the period under review the non-audit services performed
by the external auditor amounted to £2,195k, 26% compared to the
£8,502k of audit fees. Non-audit services primarily relate to
regulatory reporting, the interim review of the Group’s half year
financial statements, audits of subsidiary financial statements not
mandated by law and reporting accounting services in respect of
Group strategic projects. These services are typically performed by
the external auditor. There were no advisory or consulting services
provided by the external auditor to the Group.
Audit and non-audit fees
2022202120222021
Audit Non-audit
2,954k
7,378k
2,195k
8,502k
0
1
2
3
4
5
6
7
8
9
(£m)
More information can be found on page 168 in Note 5 to the
Consolidated Financial Statements.
Audit tender
During 2022 we completed a competitive tender for the audit
contract in respect of the year ending 31 December 2024, in
accordance with the Code and Statutory Audit Services for Large
Companies Market Investigation (Mandatory Use of Competitive
Tender Processes and Audit Committee Responsibilities) Order 2014
(the ‘Order’). Further details on the process completed can be found
in the case study on page 95.
The proposed new external auditor, PwC, recommended by the
Committee and Board was announced on 28 July 2022 and will be
presented to our shareholders for approval at the 2024 AGM.
Completing the tender process within this time frame allows a
four-year term for the new lead audit partner and a cooling period
for the incumbent auditor. Throughout the process the Committee
has continued to monitor legal requirements and developments in
best practice with regards to audit tender arrangements.
Reappointment of Deloitte as external auditor
The Company confirms its compliance with the requirements of the
Order throughout the year ended 31 December 2022.
The Committee concluded that it is satisfied with the objectivity
and independence of the external auditor, and that the
effectiveness of the external audit process delivered by Deloitte
was robust. The Committee proposed to the Board that it seek
shareholder approval for the re-appointment of Deloitte for the
financial year ending 31 December 2023.
Risk management and internal control
The Board is responsible for:
> Setting the Group’s risk appetite;
> Ensuring the Group has an appropriate and effective Enterprise
Risk Management Framework (‘ERMF’); and
> Monitoring the ongoing process for identifying, evaluating,
managing and reporting the significant risks faced by the Group.
The ERMF and principal risks are described in the Risk
Management section of the Strategic Report on pages 72 to 81.
The Board is also responsible for the Group’s system of internal
control and for reviewing its effectiveness. The system is designed
to manage rather than eliminate the risk of failure to achieve business
objectives and can provide only reasonable and not absolute
assurance against misstatement or loss.
The Committee carried out an annual review of the effectiveness
of the internal control and risk management systems and reported
back to the Board to enable it to discharge its responsibilities. We
conducted a formal review of the effectiveness of the Group’s
internal control systems for 2022, considering reports from
management, external audit and the work of the Group Risk and
Internal Audit functions. Further to the complete review and
enhancement of the Group’s global risk management framework
and internal controls as a result of the changes in the business and
regulatory feedback during 2022, the Group remains focused on
continuing the enhancement of internal control and risk
management systems. Further details can be found in the Report
of the Risk Committee on pages 112 to 115.
The process for identifying, evaluating and managing the principal
risks faced by the Group is reviewed regularly by the Board and has
been in place for the year under review and up to the date of
approval of the Annual Report and Accounts. It is also in accordance
with the FRC’s ‘Guidance on Risk Management, Internal Control
and Related Financial and Business Reporting’.
Committee effectiveness
A review of the Committee’s effectiveness was conducted in Q4
2022 as a part of the external Board evaluation process. It was
determined that the Committee was operating effectively, and
management and key functions were praised for the quality of
papers and engagement provided to the Committee. Specific
developments and actions to be taken by the Committee during
2023 were considered in March 2023, with reflection on the length
of time allocated for Committee meetings and the breadth of
relevant financial skills held by Committee members. During the
year the Committee also conducted a review of its Terms of
Reference and agreed minor amendments, including the
incorporation of TCFD responsibilities.
Angela Crawford-Ingle
Chair
Audit Committee
14 March 2023
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 2022111
Report of the Risk Committee
How the Committee spent its time during
the year in scheduled meetings
%
2022 key activities
> Understanding the changes to regulatory
frameworks and their impacts on the Group.
> Reviewing the acquisition and the progress
of the Group’s integration of Liquidnet.
> Overseeing the ongoing response to Brexit.
> Reviewing the status of the Global Health
Pandemic and its impact on the Group’s
Operational Resilience.
> Tracking the Group’s technology expertise
and its ability to retain its position as a leading
market infrastructure provider.
> Holding private meetings with key individuals
including the Group Chief Risk Officer,
Group Chief Internal Auditor and Group Head
of Compliance.
> Ensuring culture, behaviour and risk factors
are considered when setting remuneration.
20222021
Kath Cates
Chair, Risk Committee
1
2
3
4
5
1
2
3
4
5
2021 2022
1 Routine matters¹ 9% 23%
2 Update from CRO 9% 13%
3 Risk culture and compliance 17% 21%
4 Project and function risk reviews (including
business continuity) and deep dives 42% 22%
5 Governance and remuneration reporting 23% 20%
1 2022: including unminuted discussion.
TP ICAP GROUP PLC Annual Report and Accounts 2022112
2022 Committee attendance
Committee members
Meetings
attended
Kath Cates 4/4
Michael Heaney 4/4
Angela Crawford-Ingle 4/4
Mark Hemsley 4/4
More online
The Committee’s Terms of Reference are available
on the Company’s website:
https://tpicap.com/tpicap/investors/corporate-governance
Dear fellow shareholder,
On behalf of the Board, I am pleased to present the Report of the
Risk Committee explaining how the Committee discharged its risk
oversight responsibilities during 2022.
Although the impact of the Covid pandemic had significantly
abated by the start of the year, the Group continued to operate in
a challenging external environment throughout 2022, with Russia’s
invasion of Ukraine in February 2022 exacerbating an already
challenging macroeconomic environment including Covid-related
supply chain issues and increasing inflationary pressures.
Against this backdrop, the Committee focused its efforts on
monitoring the operational resilience of the Group (including in
relation to continuity of power supply and cyber capability), the
management of the heightened financial risk profile resulting
from volatile financial markets and the maintenance of a robust
financial position.
In addition to these specific focus areas, the Committee continued
to monitor the Group’s enterprise-wide risk profile across all other
material risks relative to risk appetite, and the status of any
remedial actions required to address any risk management issues.
Furthermore, the Committee remains cognisant of the high
standards of risk management expected of the Group by its
investors, clients, regulators and other stakeholders, and, in that
context, has continued to oversee the ongoing enhancement of
the Group’s Enterprise Risk Management Framework (‘ERMF’)
throughout the year. This has included the adoption of a new
Conduct Management Framework and various changes to ensure
the ERMF appropriately addresses the Group’s exposure to
climate-related risks.
Key responsibilities of the Committee
The Board has delegated responsibility to the Committee for:
Setting risk appetite, culture, controls and policy
> Defining the nature and extent of the risks the Group is willing
to take; and
> Defining the expectations for the Group’s risk culture.
Monitoring, reporting and advisory activities
> Reviewing the Group’s culture monitoring arrangements and
promoting a risk-aware culture;
> Overseeing the implementation and annual monitoring of the
ERMF, including the adoption and implementation of risk
appetite tolerances and minimum risk management standards;
> Ensuring the Group has an appropriate and effective risk
management and internal control framework;
> Reviewing the control environment and tracking any
remedial actions;
> Considering the risks arising from any strategic initiatives and
advising the Board accordingly;
> Identifying and considering future and emerging risks, regulatory
developments and relevant mitigants;
> Providing input to the Remuneration Committee on the
alignment of remuneration to risk performance;
> Reviewing resourcing within the Three Lines of Defence;
> Overseeing the independence and effectiveness of the Risk and
Compliance functions; and
> Reviewing the appointment or dismissal of the Group Chief Risk
Officer (‘CRO’) and Group General Counsel.
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 2022113
Key matters considered by the Committee in 2022
Risk area Matters considered and actions taken by the Committee
Broking process > Oversight of the key risks arising from the Group’s broking and post-trade activity, including through the review
of the Risk Profile Report presented by the CRO.
> This included monitoring the risk event profile relating to the broking process, particularly in the context of the
heightened market volatility experienced during the year with its potential for exacerbating the potential loss
associated with broking errors.
> The Committee also undertook a deep-dive review into compliance with the Group’s Broking Model Policy
which prescribes the broking protocols brokers must adhere to in order to manage the Group’s broking-related
risks within risk appetite.
Infrastructure > The Committee continued to monitor the status of the ongoing programmes to enhance the Group’s operational
resilience and ensure that it can meet its targeted recovery time objectives across all areas of the business.
> This included a deep-dive review into the Group’s operational resilience as it related to certain supply-chain
risks arising during 2022 (including potential market-wide risks to power supply and computer hardware
availability), and another deep-dive into the Group’s insurance arrangements to ensure appropriate coverage
in the event of a material business interruption.
> The committee also monitored the status of an ongoing programme to enhance the Group’s billing process and
improve its accounts receivable collection rate.
Cyber security and
data protection
> The Committee continued to monitor the status of the Group’s cyber security capability with the objective of
ensuring that it remains fit-for-purpose in the context of the rapidly evolving cyber-threat landscape, including
from potential state-sponsored activity.
Human capital > The Committee continued to monitor the Group’s resourcing profile to ensure that the Group has the capability
and capacity to operate effectively across the 3LOD and to implement its business strategy. This included
monitoring the heightened risks associated with a highly competitive recruitment market for front office,
support and control staff, which can include aggressive recruitment activity by competitors.
Conduct risk > The Committee is aware that conduct risk represents a key risk for the Group which, if not managed effectively,
could result in material damage to its reputation and regulatory standing.
> During 2022, the Committee oversaw the adoption of the Group’s new Conduct Management and Governance
Framework (which prescribes the principles to be applied in managing any employee misconduct) and
conducted a deep-dive into the management of conduct within the front office, which was presented by the
Global business heads of the Global Broking and Energy & Commodities divisions.
Financial risk > The Committee continued to monitor the Group’s financial risk exposure, including its FX profile, credit risk
exposure and liquidity demand.
> Specific areas focused on included: (i) the Group’s aged debt profile; (ii) the Group’s management of its
exposure to Russia/Ukraine, including the management of a number of unsettled matched principal
transactions incurred as a result of the invasion; and (iii) the steps taken to mitigate the potential risks arising
from the heightened volatility in the European power and natural gas markets during H2 2022.
Capital and
liquidity adequacy
> The Committee continued to monitor the Group’s prudential position and compliance with key financial
measures (namely the key financial ratios required to retain access to its RCF and maintain an investment grade
debt rating), taking due consideration of the dynamic macroeconomic environment with its associated FX and
interest rate volatility.
> As part of this activity, the Committee reviewed the annual Group Review of Capital and Liquidity Adequacy
(‘GRCLA’), which assesses the Group’s prudential position at consolidated Group level. During 2022, the GRCLA
was enhanced to incorporate a new reverse stress testing approach which provides a broader assessment of the
Group’s ability to withstand severe stress scenarios (across various scenarios of increasing revenue and loss
event severity) and is better aligned with the Group’s going concern/viability analysis.
> The Committee also reviewed the Group’s Recovery & Resolution Plan to assess the appropriateness of the
various recovery actions defined in the plan and the calibration of the recovery indicators adopted to ensure
that the Group has sufficient early warning of any potential deterioration in the Group’s financial position.
> Finally, the Committee also monitored the potential impact of the new UK IFPR regime on the regulatory
capital and liquidity requirements for the EMEA sub-consolidation group, which completed its first Internal
Capital and Risk Assessment (‘ICARA’) process under the new regime in 2022.
Legal and
compliance
> The Committee received updates at each meeting from the Group General Counsel and Group Head of
Compliance on key legal and compliance issues. This included overseeing the Group’s response to a range
of regulatory issues across the business and to material changes to the regulatory framework in which the
Group operates.
> Particular areas of focus included the ongoing programme to enhance the Group’s compliance systems and
controls and the mitigating actions being taken to address an increasing prevalence of exchange issued fines
relating to block-trade activity.
> The Committee also continued to monitor the progress of material litigation and investigations involving the
Group, as disclosed in the Group’s contingent liabilities.
Report of the Risk Committee
continued
TP ICAP GROUP PLC Annual Report and Accounts 2022114
Risk area Matters considered and actions taken by the Committee
Brexit > The Committee continued to monitor the implementation of the Group’s Brexit operating model against the
backdrop of the evolving regulatory landscape and continued lack of equivalence between the UK and EU, to
ensure that any associated regulatory compliance, operational and commercial risks are managed effectively.
Liquidnet > The Committee continued to monitor the risk profile of Liquidnet which has been integrated into the Group’s
broader ERMF and various risk identification, assessment and monitoring processes.
Climate risk > The Group undertook an assessment of the climate risks it currently faces, to ensure that these are being
appropriately incorporated within the Group’s ERMF, covering both physical risks and the risk associated with
the transition to net zero (as defined by the Task Force on Climate-related Financial Disclosures) – noting that
this assessment was reviewed by the Committee in January 2023.
Risk framework > The Committee continued to monitor the operation and ongoing embedding of the new ERMF as the Group
continues to enhance the Group’s risk management capability across its three-lines-of defence (‘3LOD’).
> This included reviewing reports from both Risk and Internal Audit on the design and operational effectiveness
of the ERMF.
Review of Committee effectiveness
An external review of the Committee’s effectiveness was conducted
in Q4 2022 and a report presented to the Board in January 2023.
This review determined that the Committee was operating
effectively and focusing on the risk areas which have most impact
on the Group’s ability to deliver its strategy and maintain a robust
financial position.
During the year the Committee also conducted a review of its Terms
of Reference and confirmed that these remained appropriate.
Key priorities for 2023
The Committee will continue to focus its attention on the key risks
facing the Group to ensure these are being managed effectively
and in accordance with the Group’s risk appetite, whilst maintaining
oversight of the Group’s enterprise-wide risk profile as a whole to
identify any new or emerging areas of concern that require
governance focus.
It is likely that the Group will continue to experience challenging
macroeconomic conditions, market volatility and geopolitical issues
during the coming year, and the Committee will continue to monitor
the heightened business, financial and operational risks associated
with such conditions closely, including country risk exposure.
This oversight will be informed by deep-dive reviews into specific
areas of the business, with a number of such reviews already
identified in the Group’s Annual Risk Strategy and Plan for 2023
as part of the Group’s ongoing risk assurance programme. These
include, amongst other areas, a review of the risks associated with
the Group’s Exchange Give-up activity, electronic broking platforms
and joint venture arrangements, noting that the Committee has
already undertaken two deep-dives in 2023 covering its digital
assets business and management of broker contracts.
The Committee will also oversee the ongoing embedding of its
new Conduct Management and Governance Framework, as well
as further ERMF enhancements relating to the management of
physical and transition climate risks which will include the
incorporation of climate-related stress tests within the Group’s
annual stress testing programme.
Finally, I would like to thank the Committee members and Executive
team for all their hard work during the last year.
Kath Cates
Chair
Risk Committee
14 March 2023
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 2022115
Report of the Remuneration Committee
How the Committee spent its time during
the year in scheduled meetings
%
2022 key activities
> Embedding the shareholder approved
Directors’ Remuneration Policy and ensuring
that it operates as intended.
> Determining the measures and targets for
the annual bonus and the underpin for the new
RSP award.
> Updating policies and processes to ensure that
our Group remuneration policy for all employees
remains compliant with all regulatory and
governance requirements.
> Reviewing our all-employee remuneration
arrangements to ensure that we are able to
continue to attract and retain key talent and to
support employees in the context of a ‘cost of
living’ crisis.
> Reviewing our pension and benefits offerings
across the Group to ensure that they remain
competitive.
2022
Tracy Clarke
Chair, Remuneration Committee
2021 2022
1 Routine matters 8% 10%
2 Senior management and wider workforce
remuneration 55% 41%
3 Executive Director remuneration 7% 5%
4 Risk and control impact on remuneration 3% 3%
5 Executive incentive schemes 3% 5%
6 Directors’ Remuneration Policy review 19% 15%
7 Governance and remuneration reporting 5% 21%
2021
1
2
3
4
5
6
7
1
2
3
4
5
6
7
TP ICAP GROUP PLC Annual Report and Accounts 2022116
2022 Committee attendance
Committee members
Meetings
attended¹
Tracy Clarke 4/4
Michael Heaney 4/4
Edmund Ng 4/4
1 In addition to the scheduled meetings, two further meetings were held to consider
Executive Director and wider workforce remuneration. All members were able to
attend the additional meetings.
More online
The Committee’s terms of reference are available
on the Company’s website:
https://tpicap.com/tpicap/investors/corporate-governance
Dear fellow shareholder,
On behalf of the Board, I am pleased to present the Directors’
Remuneration Report (‘DRR’) for the year to 31 December 2022.
In the last year we have implemented our new Remuneration Policy,
which was approved by the significant majority of investors (more
than 85%) at the 2022 AGM. This report sets out the key decisions
taken by the Committee over the course of the last 12 months in
relation to remuneration for the Executive Directors, including the
rationale for why these were most appropriate for TP ICAP.
Introduction
In spite of the unprecedented challenges faced during the year,
against a backdrop of geopolitical and market disruption, the
Group delivered a strong financial performance in 2022,
demonstrating the power of our diversified business model.
The tightening of monetary policy by Central Banks created market
volatility which particularly benefitted the higher margin Rates
business in Global Broking, where revenues increased 7% over the
year. Conversely, the war in Ukraine led to a sharp rise in gas prices
which increased margin requirements and reduced trading activity
in the second half of the year. This contributed to a fall in Energy &
Commodities’ revenues of 2% in the year. Liquidnet faced similar
challenges as a result of corrections in equity markets and subdued
volumes in dark pool and larger block trading markets, where the
business has a strong presence. Lastly, Parameta Solutions had
another excellent year, growing revenues, 95% of which are
subscription based, by 8%. Overall Group revenues increased by
13% on a reported basis (7% in constant currency). The strong
growth in our two highest margin businesses enabled us to deliver
adjusted EBIT of £275m for 2022, an 8% increase on the £255m
achieved in 2021, on a constant currency basis. The EBIT outcome
would have been higher if not for a charge of £21m to the P&L as
a result of Russian exposures.
In spite of this additional cost, the dividend remains well covered
and the Board will be recommending a final dividend for 2022 of
7.9p per share, payable on 23 May 2023, to bring the total for the
year to 12.4p.
In terms of our strategic priorities, the Executive Directors have
continued to focus on transforming the business through initiatives
such as electronification, with significant advances in the rollout of
the Fusion platform this year. Solid progress has also been made
towards achieving our Capital Markets Day targets for 2023
contribution margin. Work also continues apace to deliver on our
target of freeing up £100m of cash by the end of 2023 which will
improve our capital management and enhance shareholder value.
When considering the bonus outcomes for the Executive Directors,
and the Group as a whole, the Committee has taken into account
the financial performance of the Group and the broader
shareholder and stakeholder experience during the year.
Executive Director remuneration outcomes in 2022
2022 annual bonus
The annual bonus for 2022 was assessed against two measures:
adjusted operating profit (70%) and Executive Director
performance against individual strategic objectives (30%).
In line with the approach taken last year, the profit targets were
set on the basis of a percentage change in profit on a constant
currency basis. This was primarily to reflect that foreign exchange
movements can have a significant impact on reported numbers and
to ensure that Executives are measured against performance within
their control. As such, the reported adjusted profit for 2021 of
£233m, has been restated on a constant currency basis to £255m,
and it is against this benchmark that the Committee has assessed
2022 performance.
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 2022117
Adjusted operating profit (EBIT) for 2022 increased by 8%, on
a constant currency basis, resulting in a bonus outcome of 52.3%
of maximum payout under this measure (36.6% of the bonus
maximum). When assessing performance against the targets set,
the Committee reviewed the formulaic outcome in relation to the
profit measure. Two particular factors discussed by the Committee
were, (i) the fact that although Liquidnet integration has delivered
cost savings above target expectations, the contribution of this
division in 2022 was below expectation, in the face of challenging
market conditions and, (ii) the impact of the £21m P&L charge in
relation to Russia.
The Committee determined that given both issues had materially
impacted the EBIT performance, it was comfortable that these had
appropriately been factored into the financial outcomes for the
Executive Directors and therefore no further negative discretionary
adjustments were required. The Committee also noted that the
actual growth achieved in adjusted operating profit for 2022 was
18% up on the reported outcome and substantially higher than
the 8% figure used for incentive purposes. Whilst accepting this
material difference, the Committee determined that no positive
discretionary adjustments were appropriate on the basis that the
constant currency approach to measuring profit growth should
neutralise the impact of foreign exchange movements on bonus
outcomes over time.
The Committee also carefully reviewed each Executive Director’s
performance against their strategic priorities, and determined that
a degree of differentiation in the performance appraisal was
appropriate. The bonus outcomes for the strategic measures are
between 24% and 25.5%, further detail is provided on pages 126 to
128. Within the strategic measures the Committee assessed a wide
variety of objectives for each Executive including the development
of the Group’s strategy, cost, margin and cash goals as well as our
ESG ambitions including, in particular, our climate related and
gender diversity targets. Taking the financial and strategic results
together resulted in overall bonus outcomes for the Executive
Directors of 62.1% of maximum for the CEO, 60.6% for the CFO
and 61.6% for the Group General Counsel (‘GGC’).
In absolute terms the ED bonuses increased by a range of 17% to
28% year-on-year. This result was considered to be appropriate
based on a strong recovery in both Group profitability and share
price performance during 2022, as well as continued Executive
Director focus on delivering the strategic plan and additional value
to shareholders. In line with the requirements of the IFPR regulation,
deferred bonus awards for Executive Directors will be subject to
a six-month post-vesting retention period from 2022 onwards.
The recovery in the Group’s overall performance also had a positive
impact on the senior management and support staff bonus pools.
For 2022, the support staff bonus pool was significantly up on the
prior year. On a like-for-like basis the overall bonus pool spend
increased by 38%. When the additional variable pay awards which
were granted to support staff during 2022 for retention purposes
are taken into account, the increase in overall spend for the
non-broking population was 15%.
2022 annual bonus targets
When setting the bonus targets for 2022, the Remuneration
Committee took time to ensure they were both appropriate in light
of the Group’s historical financial performance and were sufficiently
stretching for the Executive Directors, in a year which required
continued focus on the strategic transformation of the business.
The profit target continued to be set on the basis of a percentage
change in like-for-like profit and included a constant currency
adjustment. The range set for 2022 was 0% growth at threshold,
8% growth at target and 15% growth at maximum. This range was
established taking into account both the internal budget and
external analysts’ forecasts at the start of the year.
2020 LTIP
The 2020 LTIP was based on performance against three
performance measures, Relative TSR (50%) EPS CAGR (30%) and
New Business Growth CAGR (20%) based on performance over
2020-2022. As the threshold performance conditions were not met,
the award has lapsed in full.
Wider workforce considerations
The Committee also has oversight of remuneration for the wider
employee population. During the year we continued to upgrade our
policies and processes to ensure that we are able to offer a compelling
employee value proposition as well as to ensure that we remain
compliant with the spirit and the letter of the regulatory
remuneration requirements which impact the Group; notably the
Investment Firms Prudential Regime (‘IFPR’) and its EU equivalent,
the Investment Firm Directive (‘IFD’) for our European entities.
A key activity during 2022 has been to support and maintain
a healthy employee culture with a strong focus on conduct.
The Group’s new Triple A values emphasise the importance of
Accountability in the workplace and the need to treat colleagues
with respect. Aligned to this, our refreshed performance
management process is designed to ensure that managers are fully
reviewing the ‘how’ as well as the ‘what’ when assessing individual
performance and consider culture, behaviour and risk factors when
setting remuneration. We have also introduced a new Malus and
Clawback Policy during the year, which goes beyond the minimum
requirements of the IFPR/IFD regulation in its application to all
group employees, subject to compliance with local laws. In line with
the regulations, individuals who are identified as Material Risk
Takers under these regimes are also subject to higher rates of
deferral on bonus awards, as appropriate.
Report of the Remuneration Committee
continued
TP ICAP GROUP PLC Annual Report and Accounts 2022118
Mindful of the challenging economic environment, the Committee
acted swiftly to address the various headwinds faced by our
employees during the year. To retain our key talent and to address
the higher than normal turnover rates we experienced earlier in
2022, we awarded additional variable pay awards in June and
December. We also undertook a mid-year salary adjustment for
business critical staff, which was effective from 1 September 2022.
In addition, in order to support our colleagues in those regions most
impacted by significant increases in inflation during 2022, we also
awarded a one-off ‘Cost of Living’ payment for lower earning
employees in October 2022 of £1,500 or local equivalent. As a
result, having originally committed to a salary budget increase of
2.85% for support staff across the Group in last year’s report, our
2022 salary spend in fact increased by 5.5% over the prior year.
Recognising that inflationary and talent market pressures are likely
to continue in 2023, and to ensure that our compensation levels
remain competitive, we are committed to a similar salary budget
increase for support staff of 5% for this year.
Executive Director salaries
The Committee has reviewed the base salaries of the Executive
Directors, in light of their individual responsibilities, relevant market
comparators and the salary increases we are awarding throughout
the Group. TP ICAP operates in a very specific market which
presents challenges when benchmarking appropriate remuneration
levels for the executive team and many of its employees. As a
Group TP ICAP is the largest of the three global broking firms by
revenues and there are no directly comparable UK competitors of
any size. The remuneration paid to senior executives among our
global peers is substantially greater than that which is paid to our
executive team.
At this critical juncture in the Company’s evolution it is important to
retain our seasoned executive team to deliver on our transformation
strategy in order to enhance shareholder value. However, the
Committee is mindful of the heightened sensitivity in relation to
Executive Director salary increases in the context of a ‘Cost of
Living’ crisis. As a result, the Committee has decided to award
salary increases to the Executive Directors just below the increase in
the salary budget for the support staff population of 5%. The CEO’s
salary for 2023 will therefore be £785,000, an increase of 4.7%, the
CFO’s salary will be £465,000, an increase of 4.7%, and the GGC’s
salary will be £475,000, an increase of 4.9%. In line with the
support staff population, these salary increases will be effective
from 1 January 2023.
Implementation of the Policy for 2023
Following strong support at our 2022 AGM, no changes are being
proposed to either the incentive multiples or measures for 2023.
Whilst we received very strong support (85%+) on our Remuneration
Policy, the Committee are cognisant that a minority of shareholders
were unable to vote for this Policy. We consulted significantly with
shareholders on the Policy prior to the AGM and continue to
maintain a strong two-way conversation with shareholders across
a range of issues. We understood when introducing the RSP as part
of our Policy that this remains a relatively novel structure in the UK
and would not obtain universal support. However, we strongly
believe this is the right structure for our business and strategy and
will continue to implement our Policy as presented in 2022.
The 2023 Annual Bonus will continue to be assessed against
Adjusted Operating Profit (70%) and Strategic Objectives (30%).
The underpin for the 2023 RSP will be in line with our Policy and the
grant made in 2022. Further information can be found on page 135.
On behalf of the Board
Tracy Clarke
Remuneration Committee Chair
14 March 2023
Definitions used in this report
‘Executive Director’ means any executive member of the Board.
‘Senior Management’ means those members of the Company’s
Group Management Committee (other than the Executive
Directors) and the first level of management below that level
including the direct reports to the Chief Information Officer and
the Group Head of Operations.
‘Broker’ means front office revenue generators; ‘Control Functions’
means those employees engaged in functions such as Compliance,
Risk, Internal Audit, Legal, HR, Finance and Operations;
‘Remuneration Code’ means the MIFIDPRU Remuneration Code
of the FCA; and ‘2013 Regulations’ means the Large and Medium-
sized Companies and Groups (Accounts and Reports) Regulations
2013, as amended by the 2018 and 2019 Regulations.
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 2022119
Report of the Remuneration Committee
continued
REMUNERATION AT A GLANCE
Summary of pay outcomes for 2022
A summary of the single total figure of remuneration and incentive outcomes is included below. For further information see pages 124 to 129.
2022 Single Figure outcome
Short-term incentives
Executive Directors
(£000s)
Salaries¹
Taxable
benefits² Pension³
Total fixed
remuneration Cash Deferred Total
Long-term
incentives
vested⁴
Total variable
remuneration
Single total
figure of
remuneration
Nicolas Breteau 750 3 2 755 582 582 1,1 64 – 1,16 4 1,919
Robin Stewart 444 3 6 453 269 269 538 – 538 991
Philip Price 453 3 – 456 279 279 558 – 558 1,014
1 Base salary was effective from 1 January 2022.
2 Taxable benefits represent private medical insurance.
3 Maximum pension is 6% of salary, up to a cap of £105,600. No Directors have a prospective entitlement to a DB pension. Due to lifetime allowance limits, P Price did not
receive any company pension contributions during 2022. N Breteau received £1,520 company pension contribution due to the annual allowance limit.
4 No long-term incentives vested during 2022 as the LTIP granted in 2020 did not meet its performance conditions.
Incentive outcomes
Bonus LTIP
Performance measure Weighting
Threshold
performance
target (25%
of maximum)
Target
performance
target (50%
of maximum)
Maximum
performance
target (100%
of maximum)
Actual
performance
achieved
Weighted payout
(% of maximum total
bonus) Performance measure Weighting Outcome
Adjusted
Operating Profit 70% £255m £274m £293m £275m 36.6% TSR 50% 0%
Strategic
Performance 30%
See pages
126 to 128
24%–
25.5% 24%–25.5%
EPS 30% 0%
New Business
Growth 20% 0%
Total bonus
outcomes 60.6%–62.1%
Total LTIP
outcome 0%
Summary of implementation of Policy in 2023
The table below sets out a summary of how we intend to implement the Policy in 2023. For further information on the policy see pages
122 to 123.
Element Summary of implementation of Policy for 2023
Base salary N Breteau £785,000 – 4.7% increase
R Stewart £465,000 – 4.7% increase
P Price £475,000 – 4.9% increase
Annual bonus Maximum opportunity unchanged (CEO: 250%, other EDs 200%). For 2023, the measures will continue to be:
> Adjusted Operating Profit 70%
> Strategic Objectives 30%
Restricted Share Plan RSP grant of 125% of salary to be granted to each ED. Awards granted with underpin in line with
Policy wording.
TP ICAP GROUP PLC Annual Report and Accounts 2022120
The Directors’ Remuneration Policy was last approved by
shareholders at the AGM on 11 May 2022. The full Policy can be found
on pages 127 to 134 of the 2021 Annual Report, which is available
to view on the website and is due for renewal at the 2025 AGM.
A summary of the key features of the Policy can be found below.
Background
The Company’s Remuneration Policy is designed to attract,
motivate and retain employees with the necessary skills and
experience to deliver the strategy, in order to achieve the Group’s
objectives.
The key drivers of our Remuneration Policy are:
Alignment to culture
> Align the interests of the Executive Directors, with the long-term
interests of shareholders and strategic objectives of the Company;
> Include incentives that are aligned with and support the Group’s
business strategy and align executives to the creation of long-
term shareholder value;
> To reinforce a strong performance culture, across a range of
performance metrics, including behaviours, risk management,
customer outcomes and the development of the Company’s
culture in line with its values over the short and long term; and
> To align management and shareholder interests through building
material share ownership over time.
Clarity
> To clearly communicate our Remuneration Policy and reward
outcomes to stakeholders.
Simplicity
> To ensure that our Remuneration Policy is clear and easily
understood.
Risk
> To provide a balanced package between fixed and variable pay,
and long and short-term elements, to align with the Company’s
strategic goals and time horizons while encouraging prudent risk
management; and
> To ensure reward processes and policies are compliant with
applicable regulations, legislation and market practice, and are
operated within the bounds of the Board’s risk appetite.
Predictability
> To set robust and stretching performance targets that reward
exceptional performance; and
> To set remuneration within the limits established under the
Directors’ Remuneration Policy.
Proportionality
> To attract, retain and motivate the Executive Directors and senior
employees by providing total reward opportunities which, subject
to individual and Group performance, are competitive within our
defined markets both in terms of quantum and structure for the
responsibilities of the role;
> To ensure that remuneration practices are consistent with and
encourage the principles of equality, inclusion and diversity;
> To consider wider employee pay when determining that of our
Executive Directors; and
> To align management and shareholder interests.
Further information on risk management
The Remuneration Committee considered the relationship between
incentives and risk when approving the Remuneration Policy that
will apply throughout the Group.
Details of the Group’s key risks and risk management are set out
in the Strategic report of the 2022 Annual Report and Accounts
on pages 75 to 81. The majority of transactions are brokered on
a Name Passing basis where the business is not a counterparty
to a trade.
Commissions earned on broking activities are received monthly in
cash. The Name Passing business does not take any trading risk and
does not hold principal trading positions. This business only holds
financial instruments for identified buyers and sellers in matching
trades which are generally settled within one to three days. The
Matched Principal business is exposed to counterparty credit risk
as the business is the counterparty to both the buyer and seller and
therefore bears the risk of counterparty default during the period
between execution and settlement of the trade. The business does
not have valuation issues in measuring its profits.
The Company’s Remuneration Policy reflects the risk profile of the
Group, is consistent with and promotes sound and effective risk
management and does not encourage excessive risk taking.
The Company’s Remuneration Policy is consistent with the
measures set out in the Group’s compliance manuals relating to
conflicts of interest. The Company’s policy is to ensure that variable
remuneration is not paid through vehicles or methods that facilitate
avoidance of the Remuneration Code.
DIRECTORS’ REMUNERATION POLICY (UNAUDITED)
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 2022121
Summary Policy Table and Implementation for 2023.
The summary policy set out in this table was approved by shareholders at the AGM in 2022.
Elements Summary of Policy Summary of Implementation for 2023
Base salary Reviewed periodically to ensure not
significantly out of line with the market.
N Breteau £785,000 – 4.7% increase.
R Stewart £465,000 – 4.7% increase.
P Price £475,000 – 4.9% increase.
Salary increases just below the
increase in the salary budget for the
support staff population of 5%.
Pension and benefits In line with the pension allowance available
to all UK non-broking employee population,
which is currently 6% of fixed remuneration
up to a cap set at £105,600 unless
otherwise made available to all non-
broking UK employees.
Medical cover and participation in any
schemes available to all UK non-broking
employees.
Pension allowance and benefits remain
unchanged.
Annual discretionary bonus Annual assessment of performance against
strategic and financial objectives.
Maximum performance delivers:
> CEO: 250% salary; and
> Other EDs: 200% salary.
Mandatory 50% deferral into shares with
a three-year deferral period. Malus and
clawback apply.
Maximum opportunity unchanged (CEO:
250%, other EDs: 200%). Performance
measures will remain unchanged for 2023:
> Adjusted Operating Profit 70%; and
> Strategic Objectives 30%.
Deferred share awards, which vest pro-rata
over three years, will also be subject to a
six-month retention period in line with
regulatory requirements.
Restricted Share Plan Annual awards of conditional shares or nil
cost share options, vesting after a three-
year period. The awards will only vest
subject to the satisfactory achievement
of the underpin. Vested shares must be
retained for a further two years (on a net of
tax basis where shares are sold to settle tax).
The normal maximum award is 125% of
salary. Prior to the grant of the RSP award,
the Committee will consider individual,
business unit and firm performance over the
previous year as part of a pre-grant test.
Maximum grant opportunity unchanged
(125% for each ED).
When assessing the underpin the
Committee shall have regard to the Group’s
financial and non-financial performance
over the course of the vesting period, and
may take into account the following factors
(amongst others) when determining whether
to reduce the number of shares vesting:
> Whether threshold performance levels have
been achieved for the Bonus Plan for each
of the three years in the vesting period;
> The underlying financial performance
progression over the vesting period,
considering (but not limited to) such
factors as revenue, profitability, absolute/
relative TSR performance, cash
generation and adherence to the
dividend policy (to maintain 2x adjusted
earnings dividend cover); and
> Performance against strategic priorities
designed to promote the long-term
success of the Company.
Minimum shareholding Executive Directors must hold a minimum
number of the Company’s ordinary shares
equivalent to 300% of base salary in
respect of the Chief Executive Officer and
200% of base salary for all other Executive
Directors built over a five-year period.
Minimum shareholding requirement
remains unchanged.
Report of the Remuneration Committee
continued
TP ICAP GROUP PLC Annual Report and Accounts 2022122
Policy on Directors’ Remuneration compared with employees generally (unaudited)
The Committee has oversight of pay policies below Board level and these policies are taken into account when setting the Directors’
Remuneration Policy. As a general rule, the same principles are applied to Directors’ fixed remuneration, pension contributions and
benefits as are applied to employees throughout the Group. A competitive level of fixed remuneration is paid to all employees taking
into account their responsibilities and experience. Pension and benefits are provided to all employees.
There are a number of different bonus schemes in operation throughout the Group for Brokers and other employees. Brokers’ bonus
schemes are described below; all other bonuses are generally discretionary. For brokers earning above a certain threshold, they are
required to defer a portion of their bonus into notional shares under the TP ICAP Group Global Equity Linked Plan.
In addition, other employees who earn bonuses above a specific threshold are also required to defer a portion of their bonus under
the TP ICAP Deferred Share Bonus Plan. For individuals identified as Material Risk Takers (‘MRT’), deferral, payment in instruments
requirements and malus and clawback is applied, where applicable, in line with the regulations. Deferred bonus awards are subject
to malus and clawback in line with the Executive Directors.
Throughout the annual discretionary bonus review cycle, the Control Function Heads (Compliance, Risk and Internal Audit) are consulted
and review year-end outcomes to ensure these are appropriate taking into account any risk events or breaches that have occurred during
the year. Subject to the discretion of the Executive Directors and the Remuneration Committee for regulated staff, variable pay awards
may be risk-adjusted in certain circumstances.
Remuneration policies for Brokers (unaudited)
The Company’s Remuneration Policy for Brokers is based on the principle that remuneration is directly linked to financial performance,
generally at a desk/team level, and is calculated in accordance with formulae set out in the contracts of employment. These formulae take
into account the fixed costs of the Brokers; variable remuneration payments are therefore based on the profits that the Brokers generate
for the business together with an assessment of individual performance including conduct and behaviours. Typically, Brokers receive a
fixed salary paid regularly throughout the year, with a significant portion of variable remuneration dependent on their revenue, conduct
and performance. Deferral into instruments linked to TP ICAP Group plc shares is applied via the Global Equity Linked Plan, where the
individual’s variable pay is above a certain threshold.
Remuneration policies for Control Functions (unaudited)
The Company’s Remuneration Policy for Control Function staff is that remuneration should be adequate to attract qualified and
experienced employees, and is set in accordance with the achievement of their objectives linked to the functions they control, and is
independent of the performance of the business areas they support. Employees in such functions report through an organisation structure
that is separate to and independent from the business units they oversee. Heads of Control Functions are designated as MRTs and
accordingly their remuneration is reviewed by the relevant Remuneration Committee as part of the annual review of MRT pay.
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 2022123
ANNUAL REPORT ON REMUNERATION
This part of the Directors’ Remuneration Report explains how we have implemented our Remuneration Policy during the year. The Annual
Statement made by the Remuneration Committee Chair on pages 116 to 119 and this Annual Report on Remuneration are subject to a
shareholders’ advisory vote at the forthcoming AGM. Information in this report is audited, where stated.
The single total figure of remuneration for the Executive Directors who held office during the year ended 31 December 2022 was as follows:
Short-term incentives
Executive Directors
(£000s)
Salaries¹
Taxable
benefits² Pension³
Total fixed
remuneration Cash Deferred Total
Long-term
incentives
Vested⁴
Total variable
remuneration
Single total
figure of
remuneration
Nicolas Breteau
2022 750 3 2 755 582 582 1,164 – 1,1 64 1,919
2021 719 3 1 723 496 496 992 – 992 1,715
Robin Stewart
2022 444 3 6 453 269 269 538 – 538 991
2021 438 3 6 447 210 210 420 – 420 868
Philip Price
2022 453 3 – 456 279 279 558 – 558 1,014
2021 445 3 – 448 231 231 463 – 463 911
1 Base salary was effective from 1 January 2022.
2 Taxable benefits represent private medical insurance.
3 Maximum pension is 6% of salary, up to a cap of £105,600. No Directors have a prospective entitlement to a DB pension. Due to lifetime allowance limits, P Price did not
receive any company pension contributions during 2022. N Breteau received £1,520 company pension contribution due to the annual allowance limit.
4 No long-term incentives vested during 2022 as the LTIP granted in 2020 did not meet its performance conditions.
Base Salary (audited)
For 2023, the Executive Directors’ base salaries have been reviewed and as set out in the Chair’s letter on pages 116 to 119, the following
increases will apply:
Executive Date of appointment Current Base salary¹
Base salary effective from
1 January 2023
Nicolas Breteau 10 July 2018 £750,000 £785,000
Robin Stewart 10 July 2018 £444,000 £465,000
Philip Price 3 September 2018 £453,000 £475,000
1 Base salary was effective from 1 January 2022.
Report of the Remuneration Committee
continued
TP ICAP GROUP PLC Annual Report and Accounts 2022124
2022 annual bonus (audited)
For 2022, the annual bonus was based 70% on financial performance and 30% on strategic performance, with a maximum opportunity
of 250% of base salary for the CEO and 200% of base salary for the CFO/GGC. Details of the 2022 financial measures and weightings,
the targets set and performance against these targets are provided in the table below:
Financial performance measure Weighting
Threshold
performance target
(25% of maximum)
Target
performance
target (50% of
maximum)
Maximum
performance
target (100% of
maximum)
Actual
performance
achieved
Weighted payout
(% of maximum
total bonus)
Adjusted operating profit
(Like-for-like adjusted EBIT
growth) 70% £255m £274m £293m £275m 36.6%
Strategic performance
30%
Strategic objectives, along with the corresponding
performance assessment, are set out in the tables below. 24%–25.5% 24%–25.5%
Total bonus outcomes 60.6%–62.1%
When setting targets for the annual bonus, the Remuneration Committee considered a range of factors to ensure that they were both
appropriate, in light of the Group’s historical performance, and sufficiently stretching, in the context of global economic and market
conditions, whilst at the same time being motivational for participants. In line with the approach taken last year, the profit targets were
set on the basis of a percentage change in profit on a constant currency basis. This was primarily to reflect that foreign exchange movements
can have a significant impact on reported numbers. As such, the reported adjusted profit for 2021 of £233m, has been restated on a
constant currency basis to £255m, and it is against this benchmark that the Committee has assessed 2022 performance.
In contrast to the experience last year the Group benefitted from a foreign currency tailwind, with an average depreciation of Sterling
against the US Dollar of 10% during 2022. This contributed to the 18% increase in adjusted operating profit over last year’s reported
outcome (£275m versus £233m). Stripping out these currency impacts, the Committee was satisfied that the profit target of £274m,
which represented a 7.5% increase over the restated prior year number was appropriate.
When determining the overall bonus awards for each Executive Director, the Committee considered the broader performance of the
Executive Directors and the business in the face of unprecedented challenges over the course of the last year. In the context of our core
markets, Central Bank monetary tightening created a beneficial environment for the Rates business in Global Broking. However, this was
offset by challenging conditions in the European energy sector and pronounced falls in major stock markets, which adversely impacted
trading in the Energy & Commodities and Liquidnet divisions. The Committee also took into account the £21m impact on the P&L as a
result of Russian exposures, which could not have been foreseen at the beginning of the year. In spite of these headwinds, the Executive
Directors have continued to focus on the delivery of the corporate strategy, to transform and diversify the business.
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 2022125
Report of the Remuneration Committee
continued
Details of the 2022 strategic objectives for each Executive Director, along with the corresponding performance assessment, are set out in
the following tables:
Nicolas Breteau
CEO strategic objectives Weighting¹ Score Assessment of performance
Execute on our strategic road map
across Global Broking, Energy &
Commodities and Parameta
Solutions.
5% 4% > Good progress made towards the delivery of the Capital Markets
Day targets for improved contribution margin by end of 2023.
> Strong momentum achieved with the roll out of Fusion, with an
increase in coverage from 20% to 40% of targeted in-scope revenues
during 2022.
Execute on integration and business
development of Liquidnet.
5% 3.5% > Integration is progressing well with the majority of deliverables
completed.
> On track to complete the integration by the end of 2023 and deliver
at least £30m of integration cost synergies, ahead of our £25m target.
Develop and strengthen the
leadership team with a focus on
succession and building the bench.
5% 5% > Significantly strengthened the Leadership Team including critical
hires for the CEO roles within Global Broking and Liquidnet.
> CEO’s personal efforts noted as a key differentiator in developing
capabilities below Board.
Implement ESG Strategy:
specifically, make progress towards
delivery of the three ESG targets on
Net Zero, gender diversity and new
business approval.
4% 3% > External benchmarking of emissions and engagement with our top
30 suppliers to reduce Scope 3 emissions undertaken for the first time
in 2022.
> Progression on gender targets among non-broking employees, with
female representation increasing from 34% to 35% in 2022, with an
objective to reach 38% by end of 2025.
Continue to improve the firm’s
profile and standing with regulators
and policy makers to deliver
positive operational and
reputational outcomes. Continue to
embed the right Risk, Control and
Culture framework.
3% 3% > The CEO delivered the Group’s key strategic messages through
leading a number of events with colleagues across the globe in 2022.
> Significant improvements made to the control environment and the
effectiveness of risk management within the organisation.
> The CEO has continued to take a proactive approach to
engagement with policy makers and regulators across Europe.
Improve our employee engagement
with a focus on internal
communication.
3% 3% > Strong growth in all employee communication channels during
the year.
> The participation rate in November’s global employee survey
increased by over 20% versus the prior year, with an increase of
seven percentage points in the engagement score to 67%.
Remuneration Committee
discretion.
5% 4% > The Committee took account of the CEO’s effective leadership of the
business over a year in which trading improved across the core
divisions, and a strong recovery in both profitability and share price
performance was achieved.
Total for strategic metrics 30% 25.5%
1 Expressed in percentage points summing to 30% in total, 30% being the proportion of the total bonus determined by reference to non-financial metrics.
TP ICAP GROUP PLC Annual Report and Accounts 2022126
Robin Stewart
CFO strategic objectives Weighting¹ Score Assessment of performance
Create consistent global
management information and
financial challenge to the Business
divisions and lead communications
with the external market.
4% 2% > The CFO has led the improvement in investor relations during
the year.
> Good progress made in embedding the Finance operating model
within the Business divisions. Work to continue in 2023 to strengthen
MI reporting.
Strategically review and assess the
Group’s utilisation of resources to
target opportunities and release
cash and capital from the business.
5% 4% > Continued progress with business rationalisation including
through the consolidation of legal entities and other capital
efficiency initiatives.
> On track to free up £100m of cash by the end of 2023.
Facilitate the delivery of cost
improvement targets outlined in
preliminary statement.
5% 5% > Achieved target to deliver £25m of Group P&L cost savings by end
2022, alongside continued investment in the business.
> On track to deliver at least £30m in Liquidnet integration cost
synergies by end 2023; original target £25m.
Continue to embed the right Risk,
Control and Culture framework for
TP ICAP with a particular focus
on Conduct.
4% 4% > Management of, and accountability for, conduct and risk within the
first line of defence continues to improve.
> All outstanding audit points have been remediated, including 100%
that relate to Finance, or have a delivery plan to resolve.
Review the global finance structure
with an aim to better align with
Business divisions and transversal
functions.
3% 2% > Continued progress embedding Finance structure within the core
business divisions.
> Dedicated finance team supporting Global Broking has contributed
to driving improved margins across the division.
Implement ESG Strategy:
specifically, make progress towards
delivery of the three ESG targets on
Net Zero, gender diversity and new
business approval – take ownership
for the shareholder communications.
4% 3% > Commencement of engagement with TP ICAP’s Top 30 suppliers to
reduce Scope 3 emissions.
> Acceleration of the Group TCFD action plan. CFO will lead on
ensuring obligations are within FRC scope.
> Progress made towards gender targets among non-broking
employees, with female representation increasing from 34% to 35%
in 2022, with the objective of reaching 38% by the end of 2025.
Remuneration Committee
discretion.
5% 4% > The Committee took account of the successful delivery of cost
savings and capital efficiencies in the face of a challenging
inflationary environment during the year.
Total for strategic metrics 30% 24%
1 Expressed in percentage points summing to 30% in total, 30% being the proportion of the total bonus determined by reference to non-financial metrics.
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 2022127
Philip Price
GGC strategic objectives Weighting¹ Score Assessment of performance
Continue to develop the Legal team
and where practicable (i) insource
more legal advice and reduce
external legal expenses and (ii)
pro-actively seek to settle/
compromise the Group’s regulatory
investigations.
4% 4% > Lead capability upgrade of legal function.
> Significant cost savings achieved with a reduction in external legal
spend of 30% year-on-year.
> Proactive management of litigation with a number of favourable
settlements of disputes achieved in 2022.
Ensure Compliance delivers its 2022
strategy and executes its steps on
the Path-to-Green (‘PTG’) project
plan. Continue to ensure adherence
to the Group’s Compliance and
control frameworks across TP ICAP
with a particular emphasis on
conduct & culture.
4% 3% > Compliance achieved a number of PTG deliverables for 2023 with
material progress in relation to Conduct of Business and Financial
Crime initiatives,
> Key role in the development of the Group’s new Conduct
Management Framework.
In conjunction with the Business and
Regional CEOs manage the Group’s
legal and regulatory risks to ensure
that the Group remains within risk
appetite. Work with Business
Division CEOs to minimise the
Group’s exposure to legal claims
and regulatory fines.
4% 3% > Group Risk Conduct and Governance Committee (‘GRCGC’)
dashboard is showing all risks are within appetite for 2022.
> Worked closely with the first line of defence management to ensure
the risk of regulatory fines and claims is mitigated.
Drive the Group’s commitment to
ESG principles and continue to
engage with stakeholders to
enhance internal communication.
Implement ESG Strategy:
specifically, make progress towards
delivery of the three ESG targets on
Net Zero, gender diversity and new
business approval.
4% 3% > Lead the Group’s ESG agenda, particularly in relation to social
engagement.
> Progress made towards gender targets among non-broking
employees, with female representation increasing from 34% to 35%
in 2022, with the objective of reaching 38% by the end of 2025.
Continue to ensure adherence to
the Group’s Risk frameworks across
TP ICAP with a focus on risk
management and accountability.
5% 4% > Active engagement with Business Division heads and their direct
reports to ensure conduct issues are addressed promptly.
> Group is within the target risk appetite level for 2022.
Continue to improve the firms
profile and standing with regulators
and policy makers to deliver
positive operational and
reputational outcomes, especially
with respect to Brexit.
4% 4% > The GGC has continued to promote the Group’s good standing with
global regulators and external stakeholders.
> In particular, the GGC’s relationship with UK regulatory bodies has
helped to navigate a challenging post-Brexit landscape, to preserve
revenues and broker retention.
Remuneration Committee discretion.5% 4% > The Committee acknowledged the continued efforts of the GGC in
driving cultural change throughout the Group, as well as his
contribution towards embedding a robust control environment.
Total for strategic metrics 30% 25%
1 Expressed in percentage points summing to 30% in total, 30% being the proportion of the total bonus determined by reference to non-financial metrics.
Report of the Remuneration Committee
continued
TP ICAP GROUP PLC Annual Report and Accounts 2022128
Total annual bonus outcome for 2022 performance (audited)
The total bonus for each Executive Director for the year to 31 December 2022 is therefore as follows:
Measure Weighting
CEO bonus
(% Max bonus)
CFO bonus
(% Max bonus)
GGC bonus
(% Max bonus)
Adjusted operating profit 70% 36.6% 36.6% 36.6%
Strategic performance 30% 25.5% 24.0% 25.0%
Total bonus (as a percentage of maximum) 100% 62.1% 60.6% 61.6%
Total bonus (£000s) 1,1 64 538 558
50% of the total bonus for each Executive Director will be awarded in Company shares and deferred for three years vesting in equal
tranches, in accordance with the rules of the Executive Director Bonus Plan. Deferred share awards will also be subject to a six-month
retention period following vesting, which is considered to be in line with regulatory requirements.
The Committee determined that the bonus outcome for the Executive Directors appropriately reflected the financial performance and
strategic progress that has been made during 2022.
Long-term incentives (audited)
LTIP awarded in 2020
On 30 March 2020, conditional share awards under the LTIP were granted to the Executive Directors. The performance measures,
weightings and vesting outcomes are set out in the table below. As the threshold conditions were not met, these awards lapsed in full.
Performance measure
Threshold
(20% vesting)
Maximum3
(100% vesting) Actual achieved Overall vesting
Relative TSR (50% weighting) Median
Upper
Quartile or
above
Below
median 0%
EPS Growth1 (30% weighting) 3% p.a. 10% p.a. -6% 0%
New Business Growth2 (20% weighting) 10%+ p.a. 16%+p.a. 0.9% 0%
Overall vesting outcome 0%
1 CAGR over three years 2020 to 2022. EPS was adjusted post-2021 rights issue.
2 CAGR over three years 2020 to 2022. Defined as growth in underlying operating profit of the sum of Energy & Commodities, Institutional Services and Data & Analytics.
3 Payout between threshold and maximum rises on a straight line basis to 100% of payout for attainment of maximum performance condition.
Performance graph
A graph depicting the Company’s TSR in comparison to other companies in the FTSE 250 Index (excluding investment trusts) in the ten
years to 31 December 2022 is shown below.
The Board believes that this index is most relevant as it comprises listed companies of a similar size.
Total shareholder return
50
100
150
250
200
300
Dec 22Dec 21Dec 20Dec 19Dec 18Dec 17Dec 16Dec 15Dec 14Dec 13Dec 12
TP ICAP FTSE 250 Index (excluding investment trusts)
Value (£) (rebased)
Source: Eikon from Refinitiv.
This graph shows the value, by 31 December 2022, of £100 invested in TP ICAP on 31 December 2012, compared with the value of £100
invested in the FTSE 250 Index (excluding investment trusts) on the same date.
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 2022129
Chief Executive remuneration history
Year ended Name
Total
remuneration
£000
Annual bonus %
of max pay-out
LTI % of max
vesting
31 December 2022 Nicolas Breteau 1,919 62% 0%
31 December 2021 Nicolas Breteau 1,715 54% 0%
31 December 2020 Nicolas Breteau 1,937 75.0% 0%
31 December 2019 Nicolas Breteau 2,184 94.0% 0%
31 December 2018 Nicolas Breteau¹ 757 56.6% 0%
John Phizackerley² 325 0% 0%
31 December 2017 John Phizackerley⁵ 1,666 88% 62%
31 December 2016 John Phizackerley 3,381 94% 74%
31 December 2015 John Phizackerley 2,250 80% n/a
31 December 2014 John Phizackerley³ 720 n/a n/a
Terry Smith⁴ 433 n/a –
31 December 2013 Terry Smith 2,856 51% –
1 For the six-month period from 10 July 2018. Percentage represents the overall percentage score achieved on individual performance targets.
2 Total Remuneration includes base salary received through to termination date of 9 July 2018.
3 For the four-month period from 1 September 2014.
4 For the eight-month period from 1 January 2014 to 31 August 2014.
5 2017 reflects the final LTIs paid out in 2018 relating to 2017 reduced by the forfeiture of deferred bonus relating to 2017.
Relative importance of spend on remuneration
The table below shows the expenditure and percentage change in overall spend on employee remuneration and dividend payments:
£m 2022 2021 % change
Employee remuneration¹ 1,320 1,152 15%
Shareholder dividends paid² 78 47 66%
1 Employee remuneration includes employer’s social security costs and pension contributions.
2 Shareholder dividends comprises the dividends paid.
Directors’ shareholdings and share interests (audited)
The interests (all beneficial) as at 31 December 2022 in the ordinary share capital of the Company were as follows:
Director RSP share⁴ LTIP shares³
Unvested
shares² Shares¹
Richard Berliand – – – 105,000
Nicolas Breteau 768,883 1,299,145 840,459 235,908
Robin Stewart 455,179 801,090 394,631 100,587
Philip Price 464,405 812,344 419,870 138,854
Tracy Clarke – – – 14,000
Edmund Ng – – – 28,000
Michael Heaney – – – 66,000
Angela Crawford-Ingle – – – 27,934
Mark Hemsley – – – 22,000
Kath Cates – – – 19,274
Louise Murray – – – –
1 Shares owned outright.
2 Unvested shares awarded under the Deferred Bonus Plan, not subject to performance conditions. Share vesting is governed by the rules of the Plan.
3 LTIP shares are subject to performance conditions, details of which are set out in the 2021 Annual Report on page 142.
4 RSP shares are subject to performance underpins, details of which are set out on the next page under the table ‘Conditional Share Awards under the RSP’.
The Company operates a SAYE share option scheme on the same terms for all employees. Nicolas Breteau remains a participant in the
2021 SAYE cycle with options over shares of 9,329. Robin Stewart and Philip Price withdrew from the 2021 scheme and participated in the
2022 cycle, with options over shares of 15,003, respectively. There has been no change in Director’s shareholdings between 31 December
2022 and 14 March 2023.
Report of the Remuneration Committee
continued
TP ICAP GROUP PLC Annual Report and Accounts 2022130
Shareholding requirements (audited)
Executive Directors must build a holding in minimum value of the Company’s ordinary shares equivalent to 300% of base salary in respect
of the Chief Executive Officer and 200% of base salary for all other Executive Directors. The normal expectation is that this is built up over
a maximum five-year period from appointment to the Board. Whilst the shareholding thresholds have not yet been met, all Executive
Directors who served during the year complied with the Company’s requirements in respect of their interests in the shares of the Company.
Executive
Director
Number of eligible shares
as at 31 December 2022¹
Value of shares held
as at 31 December 2022²
Shareholding as % of base salary
as at 31 December 2022
Shareholding requirement
(% salary)
Nicolas Breteau 681,351 £1,188,957 159% 300%
Robin Stewart 309,741 £540,498 122% 200%
Philip Price 361,385 £630,617 139% 200%
1 Includes all shares owned outright and all unvested deferred bonus shares not subject to performance conditions on a notional net of tax basis.
2 Based on share price of £1.745 as at 30 December 2022.
Scheme interests awarded in the year (audited)
The table below sets out scheme interests awarded to Executive Directors in the year, alongside details of the performance conditions,
vesting schedule and retention period.
Executive
Director
Date of
grant
Granted during
the year
Face value
£000
Face value %
of salary Performance conditions/Underpin
Vesting
date
End of retention
period
Conditional Share Awards under the RSP¹
Nicolas Breteau 25/05/22 768,883 £938 125%
see information below on
the RSP underpin
25 May 2025 25 May 2027
Robin Stewart 25/05/22 455,179 £555 125% 25 May 2025 25 May 2027
Philip Price 25/05/22 464,405 £566 125% 25 May 2025 25 May 2027
Deferred shares awarded under the Annual Bonus²
Nicolas Breteau 31/03/22 333,305 £496 66%
n/a
31 March 2025 31 Sept 2025
Robin Stewart 31/03/22 141,242 £210 47% 31 March 2025 31 Sept 2025
Philip Price 31/03/22 155,458 £231 51% 31 March 2025 31 Sept 2025
1 The face value of the RSP awards was converted into a number of shares using a share price of £1.2193, being the five-day volume weighted average price up to and
including the date of grant on the 25 May 2022.
2 The face value of the deferred share awards was converted into a number of shares using a share price of £1.4885, being the five-day volume weighted average price up to
and including the date of grant on the 31 March 2022. Note that the vesting date of 31 March 2025 represents the date on which the final tranche of the deferred share
award will vest and the end of the retention period on the 31 September 2025 also relates to the final tranche of the deferred share award.
RSP underpin assessment
The performance underpins applicable to the above RSP are as follows:
The Committee shall have regard to the Group’s financial and non-financial performance over the course of the vesting period and may
take into account the following factors (among others) when determining whether to reduce the number of shares vesting:
> Whether threshold performance levels have been achieved for the Bonus Plan for each of the three years in the vesting period;
> The underlying financial performance progression over the vesting period, considering (but not limited to) such factors as revenue,
profitability, absolute/relative TSR performance, cash generation and adherence to the dividend policy (to maintain 2x adjusted
earnings dividend cover); and
> Performance against strategic priorities designed to promote the long-term success of the Company including (but not limited to)
operating model improvements, building on the Group’s competitive advantage, digital and technology improvements, focus on ESG
(including sustainability), employee satisfaction and the management of day-to-day risks.
Payments for loss of office and payments to past Directors (audited)
There were no payments made for loss of office or remuneration payments made to former Executive Directors during the year.
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 2022131
Chief Executive pay ratio
The table below compares the 2022 single total figure of remuneration for the CEO with that of the Group’s UK employees who are paid at
the 25th percentile (lower quartile), 50th percentile (median) and 75th percentile (upper quartile). The Remuneration Committee considers
the relative stability in the median pay ratio over the last three years to reflect the alignment of CEO and all employee pay outcomes,
albeit that the quantum of ‘at risk’ variable pay is higher for the CEO than for the wider workforce. The Committee is also satisfied that
the median pay ratio is consistent with the pay, reward and progression policies for our employee population.
Year Method
25
th
percentile
pay ratio
50
th
percentile
pay ratio
75
th
percentile
pay ratio
2022 A 31:1 17:1 9:1
2021 A 29:1 16:1 8:1
2020 A 34:1 18:1 8:1
The Committee chose to use Option A to calculate the ratio as the data was available and the approach is considered to be the most
accurate. The employee data was taken as at 31 December 2022; employee means anyone employed under a contract of service. Afull-
time equivalent total was created for part-time employees and the remuneration of employees hired during the year was annualised.
The resulting list was then ranked to identify the individuals at the 25th, 50th and 75th percentiles. The CEO pay ratios were then
calculated based on these percentiles.
The table below sets out the salary and total pay and benefits for the three identified quartile point employees. The compensation
numbers for all employees exclude the additional variable pay awards that were awarded to employees in 2022. No such awards were
made to the Executive Directors.
As shown below, total pay has increased this year across all three percentiles due to an increase in the bonus spend for support staff.
The movement in salary levels is reflective of the range of compensation arrangements within the Group.
25
th
percentile 50
th
percentile 75
th
percentile
2022
Salary £44,470 £88,833 £90,000
Total pay and benefits £61,938 £111,537 £210,167
2021
Salary £50,000 £85,000 £130,000
Total pay and benefits £58,448 £106,055 £209,029
Percentage change in Directors’ remuneration
The Committee monitors the changes year-on-year between our Directors’ pay and average employee pay. In accordance with the
Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019, the table below shows the percentage
change in Executive Director and Non-executive Director total remuneration compared to the change for the average of employees within
the Company, over the last two years.
% change in remuneration
between 2022 and 2021
% change in remuneration
between 2021 and 2020
% change in remuneration
between 2020 and 2019
Salary/Fee
Taxable
benefits⁶
Short-term
variable
pay Salary/Fee
Taxable
benefits
Short-term
variable
pay Salary/Fee
Taxable
benefits
Short-term
variable
pay
Chief Executive Officer 4% 2% 17% 7% 5% -21% 3% 3% -17%
Chief Financial Officer 1% 2% 28% 1% 5% -33% 2% 3% -19%
Group General Counsel 2% 2% 21% 2% 5% -30% 3% 3% -17%
Richard Berliand 0% n/a n/a 0% n/a n/a 5% n/a n/a
Tracy Clarke¹ 6% n/a n/a n/a n/a n/a n/a n/a n/a
Michael Heaney 21% n/a n/a -12% n/a n/a 2% n/a n/a
Edmund Ng 0% n/a n/a -21% n/a n/a -6% n/a n/a
Angela Crawford-Ingle² 5% n/a n/a 39% n/a n/a n/a n/a n/a
Mark Hemsley³ 0% n/a n/a 29% n/a n/a n/a n/a n/a
Kath Cates⁴ 13% n/a n/a n/a n/a n/a n/a n/a n/a
Louise Murray⁵ n/a n/a n/a n/a n/a n/a n/a n/a n/a
Employees 14% 2% 41% 4% 7% -28% 2% 10% -15%
1 Appointed as Remuneration Committee Chair on 12 May 2021.
2 Appointed to the Board on 16 March 2020.
3 Appointed to the Board on 16 March 2020.
4 Appointed to the Board on 1 February 2021.
5 Appointed to the Board on 31 December 2021. As pro-rated fee for 2021 was negligible at £219, the percentage change is disclosed as n/a.
6 Although NED expenses tax settled through a PAYE Settlement Agreement (‘PSA’) is available for the 2021/2022 income tax year, information for prior years is not readily
available. Year-on-year percentage change is therefore shown as n/a. Disclosure of the percentage change in taxable benefits for NEDs will be available going forwards.
Report of the Remuneration Committee
continued
TP ICAP GROUP PLC Annual Report and Accounts 2022132
Short-term variable pay includes annual bonus (both cash and deferred bonus) and Special Equity Awards made to employees.
As the Parent Company does not have employees, the data above represents a voluntary disclosure against a suitable comparator group.
A large portion of the Group’s remuneration is payable to Brokers who earn a significant portion of their income as contractual bonus
based on a formula linked to revenue. It is therefore considered that a comparison of the Executive Director’s remuneration with that of UK
non-broker staff is more meaningful than a comparison with all employees.
Employee calculations are based on an average percentage change in salary and short-term variable pay on a same-store comparison ie
when comparing employees who have been employed by the firm for both performance years 2021 and 2022. The average increase in
employees’ short-term variable pay between 2021 and 2022 is 41%, which includes the additional variable pay awards for support staff
paid during 2022.
Fees paid to Non-executive Directors (audited)
The single total figure of remuneration for each of the Non-executive Directors who held office during the year ended 31 December 2022
was as follows:
Fees Benefits4 Total
2022
£000
2021
£000
2022
£
2021
£
2022
£000
2021
£000
Richard Berliand 300 300 739 – 301 300
Tracy Clarke¹ 95 90 739 96 90
Michael Heaney 150 124 332 – 150 124
Edmund Ng 100 100 0 – 100 100
Angela Crawford-Ingle 105 100 727 – 106 100
Mark Hemsley 90 90 739 – 91 90
Kath Cates² 105 92 739 – 106 92
Louise Murray³ 80 – 12 – 80 –
1 Appointed as Remuneration Committee Chair on 12 May 2021.
2 Appointed to the Board on 1 February 2021. Her 2021 remuneration has been pro-rated accordingly.
3 Appointed to the Board on 31 December 2021.
4 Note that 2022 disclosure is in £ not £000. 2022 figures show expenses tax settled through a PAYE Settlement Agreement (‘PSA’) in respect of the 2021/2022 tax year.
Expenses principally reflect the cost of Board dinners. Due to use of a different expense system and PSA arrangement in 2020/21, equivalent information is not readily
available for 2021.
Non-executive Director fees (audited)
The fees for the Non-executive Directors for 2023 are as follows:
£m
Fees from
1 January 2023
Fees from
1 January 2022
Chair £300,000 £300,000
Base fee £70,000 £70,000
Senior Independent Director £15,000 £15,000
Chair of the Audit, Risk and Remuneration Committees £25,000 £25,000
Membership of the Audit, Risk and Remuneration Committees £10,000 £10,000
Overseas-based NED supplement £35,000 £35,000
Regional Engagement NED £10,000 £10,000
Non-executive Directors received no other benefits or other remuneration other than reimbursement of all reasonable and properly
documented travel, hotel and other incidental expenses incurred in the performance of their duties and any tax and social costs arising
thereon. Non-executive Directors based overseas will be reimbursed for reasonable costs of travel and accommodation for trips to London
to attend Board meetings. Any UK tax liability thereon will be met by the Company. There has been a temporary suspension of Overseas
Attendance Allowance for some Non-executive Directors in certain jurisdictions.
Voting at the 2022 AGM
At the AGM held on 11 May 2022 the following votes were cast in respect of the Report on Directors’ Remuneration. The votes shown below
in relation to the Directors’ Remuneration Policy were cast on 11 May 2022:
For¹
,
² Against¹ Votes withheld¹
Number % Number % Number
Approval of the Directors’ Remuneration Report 592,716,543 83.83 114,352,627 16.17 8,753
Approval of the Directors’ Remuneration Policy 602,189,092 85.17 104,878,431 14.83 10,400
1 Votes ‘For’ and ‘Against’ are expressed as a percentage of votes cast. A ‘Vote withheld’ is not a vote in law.
2 Votes ‘For’ includes those giving the Chairman discretion.
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 2022133
Governance
The Directors’ Remuneration Report has been prepared in
accordance with the Large and Medium-sized Companies and
Groups (Accounts and Reports) (Amendment) Regulations 2008
(as amended by the 2013 Regulations) the UKLA Listing Rules and
the UK Corporate Governance Code. The Companies Act 2006
requires the auditor to report to the Company’s members on certain
parts of the Directors’ Remuneration Report and to state whether in
their opinion those parts of the report have been properly prepared
in accordance with the regulations.
The Remuneration Committee Chair’s statement, the Remuneration
at a Glance section and certain parts of the Annual Report on
Remuneration (indicated in that report) are unaudited.
Remuneration Committee
Members of the Remuneration Committee during the year were:
Tracy Clarke (Chair), Edmund Ng and Michael Heaney.
Key responsibilities of the Remuneration Committee
The role of the Committee is to set the overarching principles of the
Remuneration Policy and provide oversight on remuneration across
the firm. The Board has delegated responsibility to the Committee for:
> Working with management to develop, formalise and approve
transparent policies on remuneration for the Company’s
workforce, that support the Company’s long-term strategic goals
and are aligned to its culture;
> Reviewing the Company’s remuneration policies with regard to
the Company’s risk appetite, alignment to the long-term strategic
goals, ongoing appropriateness, and compliance with corporate
governance and regulatory requirements; reviewing the ongoing
appropriateness and relevance of the remuneration policies; and
consulting with significant shareholders as appropriate;
> Ensuring implementation of the Company’s remuneration policies
is subject to review;
> Considering relationships between incentives and risk to ensure
that risk management and appetite are properly considered in
setting and implementing the Remuneration Policy;
> Reviewing wider workforce pay and, whilst the Committee does
not directly consult employees on the remuneration policy for
Executive Directors, considering mechanisms for explaining to
the workforce how executive pay and any related policies are
aligned with remuneration for the wider workforce;
> Keeping under review the Company’s gender and ethnic pay
gaps and overseeing the implementation of actions identified
as being required;
> Ensuring Executive Director remuneration is in line with the most
recent Directors’ Remuneration Policy and that wider workforce
pay has been considered when setting Executive pay;
> Setting appropriately challenging incentive targets for the
Executive Directors;
> Ensuring risk management and conduct events are reflected in
remuneration outcomes;
> Determining and approving the rules of any new employee share
scheme or other equity-based long-term incentive programme or
any new performance related pay schemes and total annual
payments under such schemes;
> Reviewing and approving the total incentive pools for the
non-broking workforce, save with respect to the senior
management population;
Report of the Remuneration Committee
continued
> Reviewing and approving, after consultation with the Chief
Executive, the level and structure of remuneration for senior
management;
> Reviewing and approving the level and structure of remuneration
for the Heads of Control Functions; and
> Keeping under review a formal policy for post-employment
shareholding requirements encompassing both unvested and
vested shares.
Key Remuneration Committee activities in 2022
The Committee’s focus areas this year were:
> Assessing the performance of the Executive Directors against
the financial and strategic non-financial metrics;
> Determining the financial metrics used to assess 70% of the
Executive Directors’ 2022 Bonus and the RSP underpin;
> Setting specific 2022 strategic performance objectives for each
of the Executive Directors to assess 30% of their 2022 Annual
Bonus;
> Benchmarking the remuneration of the Executive Directors;
> Reviewing risk-adjusted reward policies and processes to ensure
conduct and culture are considered in all reward decisions;
> Reviewing the Company’s compliance with the FCA‘s MIFIDPRU
Remuneration Code, reviewing the Group’s Material Risk Takers
and related remuneration disclosure requirements;
> Reviewing all employee remuneration arrangements to ensure
that the Company is able to continue to attract and retain key
talent and to support employees in the context of a ‘cost of living’
crisis; and
> Reviewing our pension and benefits offerings across the Group
to ensure that they remain competitive.
Outside directorships
Nicolas Breteau, Robin Stewart and Philip Price did not have any
outside directorships from which they received any remuneration
during 2022.
The alignment of Executive remuneration with wider Company
pay policy
The employees of TP ICAP are critical to its long-term success and
the Remuneration Committee is responsible for developing and
maintaining formal and transparent policies on remuneration for
the Company’s employees.
Our philosophy on remuneration, that applies to all employees:
> We seek to attract and retain high-performing and motivated
employees and remunerate them with a competitive base salary;
> We align reward with the delivery of the Group’s business
strategy, values, key priorities and long-term goals;
> We reward behaviours that both create sustainable results in line
with our core values of honesty, integrity, respect and excellence
and do not encourage excessive risk taking and are in line with
our current risk conduct framework;
> We align remuneration with the principle of protection of
customers and the prevention of conflicts of interest;
> We deliver some elements of compensation as shares in the
Company to align senior employee, Executive and shareholder
interests; and
> We provide standard benefits that apply across all
employee groups.
TP ICAP GROUP PLC Annual Report and Accounts 2022134
2023 AGM
Copies of the Executive Directors’ employment contracts and the
Non-executive Directors’ letters of appointment are available for
inspection at the registered office of the Company during normal
business hours and will be available for shareholders to view at the
2023 AGM. Executive Directors have rolling contracts which may be
terminated by either the Company or the Director giving 12 months’
notice. Details of the contractual arrangements for the Non-
executive Directors are set out in the Directors’ Remuneration Policy.
Implementation of Remuneration Policy in 2023
Base salaries
It was agreed that the following increases would apply for the
Executive Directors:
> Chief Executive: £785,000 (4.7% increase)
> Chief Financial Officer: £465,000 (4.7% increase)
> Group General Counsel: £475,000 (4.9% increase)
Annual bonus
The annual bonus will continue to be based on the existing
scorecard of financial and strategic performance targets aligned to
the business strategy, conduct and risk KPIs, with no change to the
maximum bonus opportunities of 250% of base salary and 200%
of base salary for the Chief Executive Officer and CFO/GGC
respectively. The performance measures will be:
> Adjusted Operating Profit – 70%
> Strategic Objectives – 30%
Details of targets are deemed to be commercially sensitive and will
be disclosed retrospectively in the next Directors’ Remuneration
Report. In addition, 50% of the total bonus awarded will be
deferred into shares, pro-rate vesting over three years. The deferred
share awards will also be subject to a six-month retention period
following vesting.
RSP
For the RSP awards of 125% of salary to be granted to each
Executive Director in March 2023, the following conditions will
apply. The RSP will vest after three years, subject to the assessment
of an underpin at the end of 2025. When assessing the underpin the
Committee shall have regard to the Group’s financial and non-
financial performance over the course of the vesting period, and
may take into account the following factors (amongst others) when
determining whether to reduce the number of shares vesting:
> Whether threshold performance levels have been achieved for
the performance conditions for the Bonus Plan for each of the
three years in the vesting period;
> The underlying financial performance progression over the
vesting period, considering (but not limited to) such factors as
revenue, profitability, absolute/relative TSR performance, cash
generation and adherence to the dividend policy (to maintain 2x
adjusted earnings dividend cover); and
> Performance against strategic priorities designed to promote the
long-term success of the Company including (but not limited to)
operating model improvements, building on the Group’s
competitive advantage, digital and technology improvements,
focus on ESG (including sustainability), employee satisfaction
and the management of day-to-day risks.
Advice provided to the Remuneration Committee
During 2022, PricewaterhouseCoopers (‘PwC’) provided external
remuneration advice to the Remuneration Committee. They
advised on aspects of our Remuneration Policy and practice,
including in relation to the Directors’ Remuneration Policy which
was approved at the May 2022 AGM, trends in market practice and
regulatory disclosures. PwC was appointed by the Remuneration
Committee, initially in November 2018 to provide advice to the
Remuneration Committee on the development of the new Directors’
Remuneration Policy and was subsequently appointed as the sole
adviser to the Committee. In addition, PwC provided tax advice to
the Company. PwC is a signatory to the Remuneration Consultants
Group Code of Conduct which requires it to provide objective and
impartial advice.
The Remuneration Committee is satisfied that the PwC
engagement partner and team, which provide remuneration
advice to the Committee, do not have connections with TP ICAP
that might impair their independence or objectivity. The fees
payable for advice provided by PwC in 2022 were £80,900
(excluding VAT). Fees are charged on a time and materials basis,
other than when a scope of fees is provided for services upfront.
The Committee is satisfied that these fees are appropriate for the
work undertaken.
Allen & Overy LLP provided advice on law and regulation in
relation to employee incentive matters. This firm also provided
general legal advice to the Company. Advice was also provided on
occasion by the CEO, CFO, Group General Counsel, Group Head of
HR and CRO.
Approved by the Board and signed on its behalf by
Tracy Clarke
Chair
Remuneration Committee
14 March 2023
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 2022135
The Directors present their report together with the audited Consolidated Financial Statements for the year ended 31 December 2022.
TP ICAP Group plc is incorporated as a public limited company and is registered in Jersey with the registered number 130617. The Company’s
registered office is 22 Grenville Street, St Helier, Jersey, JE4 8PX. Although the Company is subject to Jersey law, the following report also
includes certain disclosures required for a UK incorporated company under the UK Companies Act 2006 in the interests of good governance.
As permitted by legislation, the following statements made pursuant to company law, the UK Listing Authority’s Listing Rules, Disclosure
Guidance and Transparency Rules are set out elsewhere in this Annual Report and are incorporated into this report by reference:
Disclosure Location
Board of Directors Board of Directors (pages 90 to 93)
Results for the year Consolidated Income Statement (page 147)
Dividends Strategic report (page 1, 9 and 25)
DTR 7 Corporate Governance Statement (excluding DTR 7.2.6,
which is covered by this Directors’ report)
Governance report (page 82 to 139)
How the Directors have engaged with and had regard to employees Strategic report, Stakeholder engagement (pages 41 to 43)
How the Directors have had regard to the need to foster business
relationships with stakeholders
Strategic report, Stakeholder engagement (pages 40 to 49)
Directors’ share interests Report of the Remuneration Committee (page 130)
Financial instruments Note 29 to the Consolidated Financial Statements (pages 186 to 193)
Viability statement Strategic report (page 71)
Going concern statement Strategic report (page 71)
Principal risks and uncertainties Strategic report (pages 72 to 81)
Human rights and equal opportunities Strategic report (pages 54 to 56)
Related party transactions Note 38 to the Consolidated Financial Statements (page 208)
Business activities and performance Strategic report (pages 6 to 39)
Financial position Strategic report (pages 18 to 31)
Key risk analysis Strategic report (pages 72 to 81)
Loans and other provisions Notes 3, 25 and 27 to the Consolidated Financial Statements
(pages 154 to 164, 183 to 184, and 185 to 186)
Issued share capital Note 30 to the Consolidated Financial Statements (page 194)
Future developments Strategic report (pages 6 to 37)
Statement of Directors’ responsibilities Page 139
Listing Rule 9.8.4 disclosure
The trustee of the Employee Benefit Trust waived its rights to receive
dividends on shares held by them. Information regarding long-term
incentive schemes is contained within the Report of the Remuneration
Committee (pages 116 to 135) and incorporated into this report
by reference. Otherwise than as indicated, there are no further
disclosures to be made under Listing Rule 9.8.4.
Listing Rule 9.8.6(9) and 14.3.33 disclosure
The Company is supportive of the FCA’s drive to increase gender and
ethnicity diversity amongst the boards and executive management
of premium and standard listed companies. As at 1 March 2023 the
Board comprises 36% women, our Senior Independent Director is
a woman, and one member of the Board is from a minority ethnic
background. The Nominations & Governance Committee and Board
will continue to focus on the new disclosure requirements for the
year ending 31 December 2023 as a part of the Board’s succession
planning. Otherwise than as indicated, there are no further
disclosures to be made under Listing Rules 9.8.6(9) and 14.3.33.
Post balance sheet events
There are no post balance sheet events.
Scheme of Arrangement
On 24 February 2021, the High Court of England and Wales
approved a scheme of arrangement (the ‘Scheme of Arrangement’)
pursuant to which TP ICAP Group plc became the new holding
company of the TP ICAP Group. On 26 February 2021, following
delivery of the Court order sanctioning the Scheme of
Arrangement, the Scheme of Arrangement became effective and
TP ICAP Group plc’s Ordinary Shares were listed on the premium
listing segment of the Official List and to trading on the London
Stock Exchange plc’s main market for listed securities. TP ICAP
Group plc therefore replaced TP ICAP Finance plc (previously
TP ICAP plc) as the ultimate parent entity of the TP ICAP Group.
Directors’ report
TP ICAP GROUP PLC Annual Report and Accounts 2022136
Directors
The biography for each of the current Directors is set out on pages
90 to 93. Each of the Directors served on the Board of TP ICAP
Group plc throughout the year.
With regards to the appointment and replacement of Directors,
the Company is governed by its Articles of Association (the ‘Articles’),
the Companies (Jersey) Law 1991, the Companies Act 2006, related
legislation, and the UK Corporate Governance Code. The Articles
may be amended by special resolution of the shareholders and
were last amended in February 2021. The Articles provide that, at
each AGM, all the Directors who held office on the date seven days
before the Notice of that AGM must retire from office and each
Director wishing to continue to serve must submit themselves for
election or re-election by shareholders.
Directors’ conflicts
The Directors are required to notify the Company of any potential
conflicts of interest that may affect them in their roles as Directors
of TP ICAP Group plc. All new potential conflicts of interest are
recorded and reviewed by the Board as they arise, and the Register
of Conflicts and Relevant Situations is reviewed at each scheduled
meeting of the Nominations & Governance Committee.
Directors’ indemnity arrangements
The Company maintains liability insurance for its Directors and
officers and, to the extent allowed by Jersey law and the Company’s
Articles of Association, the Company provides a standard indemnity
against certain liabilities that Directors may incur in their capacity
as a Director of the Company. The liability insurance provided to
a Director does not provide cover in the event a ruling of actual
dishonest or fraudulent activity is found. The principal employer
of the Tullett Prebon Pension Scheme has given indemnities to
the Directors who are trustees of that Scheme.
Share capital and control
The Company has one class of ordinary shares, which carry no right
to fixed income. Each share carries the right to one vote at general
meetings of the Company. No shareholder has any special rights
of control over the Company’s share capital and all issued shares
are fully paid. The voting rights of the ordinary shares held by the
Tullett Prebon plc Employee Benefit Trust 2007 are exercisable
by the trustees in accordance with their fiduciary duties. The right
to receive dividends on these shares has been waived. Details of
employee share schemes are set out in Note 32 to the Consolidated
Financial Statements on pages 197 to 199.
Restriction on transfer of securities
There are no specific restrictions on the size of a holding nor on the
transfer of shares, both of which are governed by the provisions in
the Articles and prevailing legislation. The Directors are not aware
of any agreements between holders of the Company’s shares that
may result in restrictions on the transfer of securities or on voting
rights, nor are there any arrangements by which, with the Company’s
cooperation, financial rights carried by securities are held by a
person other than the holder of those securities.
Powers of the Directors
The Directors were granted at the 2022 AGM the authority to allot
shares and to buy the Company’s shares in the market up to a
maximum of approximately 10% of its issued share capital. At the
last AGM, resolutions were passed to authorise the Directors to allot
up to a nominal amount of £65,722,577.50 (subject to restrictions
specified in the relevant resolutions) and to purchase up to
78,867,093 ordinary shares.
During 2022 no shares were purchased in the market under the
authority granted at the 2022 AGM.
Significant agreements and change of control
The Company’s banking facilities give the lenders the right not
to renew loans and to cancel commitments in the event of a change
of control. TP ICAP’s lenders were therefore engaged in the lead up
to the Scheme of Arrangement. TP ICAP’s share schemes contain
provisions relating to change of control, subject to the satisfaction
of relevant performance conditions and pro-rata for time, if
appropriate. As a consequence of the 2021 reorganisation and the
Scheme of Arrangement the Company assumed the awards under
the share schemes. The Company is not aware of any other significant
agreements that take effect, alter or terminate upon a change of
control of the Company following a takeover bid, nor any agreements
with the Company and its employees or Directors for compensation
for loss of office or employment that occurs because of a takeover bid.
Research and development
The Group uses various bespoke information technology in the
course of its business and undertakes research and development
to enhance that technology.
Employees
The Group is an inclusive employer and considers diversity to be of
utmost importance. We give full and fair consideration to applications
we receive from disabled persons and support those who incur a
disability while employed at the Group. All opportunities of career
progression and development, including promotions and training,
are equally applied to all employees.
All employees receive information of relevance to them and factors
affecting the Group’s performance through emails and our regular
Group-wide newsletter, The Wire. The Group consults employees,
taking into account their views in the Board’s decision-making
processes, using surveys to encourage employee involvement in
the Company’s performance. This has been supplemented by the
Workforce Engagement Programme, where Mark Hemsley, Edmund
Ng and Michael Heaney represent the Board in engaging with the
workforce in EMEA, Asia Pacific and the Americas respectively.
For more information on the progress made over the course of 2022,
see Stakeholder engagement on pages 40 to 49.
Political donations
It is the Company’s policy not to make cash contributions to any
political party. However, within the normal activities of the Group,
there may be occasions when an activity might fall within the
broader definition of ‘political expenditure’ contained within the
UK Companies Act 2006. Therefore, the Company has sought to
obtain shareholder authority to make limited political donations
at each AGM. During 2022, no political donations were made
by the Group (2021: £nil).
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 2022137
Statement of Directors’ responsibilities
The Directors’ Statement regarding their responsibility for
preparing the Annual Report is set out on the following page.
Substantial shareholders
The following table shows the holdings of the Company’s total
voting rights attached to the Company’s issued ordinary share
capital, that were notified to the Company in accordance with
DTR 5 of the FCA’s Disclosure Guidance and Transparency Rules
as at 31 December 2022, together with information on further
notifications received by the Company as at the date of this
Annual Report. It should be noted that the percentages are shown
as notified and that these holdings are likely to have changed since
the Company was notified, however notification of any change is
not required until the next notifiable threshold is crossed.
Date of Notification
31 December
2022 %
14 March
2023 %
Liontrust Asset
Management plc
12 December
2022 11.09 11.09
Schroders plc 27 October 2022 9.87 9.87
Jupiter Asset
Management Limited 3 July 2020 8.85 8.85
Ameriprise Financial
Inc. 18 February 2021 5.13 5.13
Silchester International
Investors LLP 17 July 2017 5.04 5.04
Greenhouse gas emissions
TP ICAP, as an office-based business, is not engaged in activities
that are generally regarded as having a high environmental
impact. However, the Board has agreed that it will seek to adopt
policies to safeguard the environment to meet statutory
requirements or where such policies are commercially sensible.
The emission of greenhouse gases resulting from office-based
business activities and business travel, is the Company’s main
environmental impact and statistics relating to these emissions
are set out in the Strategic report on page 70.
Auditor
Deloitte LLP have expressed their willingness to continue in office
as auditor and a resolution to re-appoint them will be proposed
at the forthcoming AGM.
As outlined in the case study on page 95 and Audit Committee
Report on page 111, during 2022 the Company completed
a competitive tender process for the audit contract in respect
of the year ending 31 December 2024. The proposal for
PricewaterhouseCoopers LLP (‘PwC’) to be appointed as the
Company’s new external auditor was announced on 28 July 2022
and will be presented to shareholders for approval at the 2024
Annual General Meeting.
Disclosure of information to the auditor
Each of the persons who is a Director at the date of approval of this
Annual Report confirms that:
> So far as the Director is aware, there is no relevant audit
information of which the Company’s auditor is unaware; and
> The Director has taken all steps that they ought to have taken as
a Director in order to make themselves aware of any relevant
audit information and to establish that the Company’s auditor
is aware of that information.
Annual General Meeting
The Annual General Meeting (‘AGM’) of the Company will be held
at 2.15pm BST on 17 May 2023. Details of the resolutions to be
proposed at the AGM are set out in a separate Notice of Meeting
together with explanatory notes set out in a separate circular. The
Notice of Meeting will be sent to all shareholders entitled to receive
such notice. Only members on the register of members of the
Company as at close of business on 15 May 2023 (or two days
before any adjourned meeting, excluding non-business days) will be
entitled to attend and vote at the AGM. Any proxy must be lodged
with the Company’s registrars or submitted to CREST at least
48 hours, excluding non-business days, before the AGM or any
adjourned meeting thereof.
Approved by the Directors and signed on behalf of the Board.
Vicky Hart
Group Company Secretary
14 March 2023
Directors’ report
continued
TP ICAP GROUP PLC Annual Report and Accounts 2022138
The Directors are responsible for preparing the Annual Report,
the Report of the Remuneration Committee and the Financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements
for each financial year. Under that law, the Directors are required
to prepare the Group financial statements in accordance with
UK-adopted international accounting standards in conformity
with the requirements of the Companies (Jersey) Law 1991 and
International Financial Reporting Standards (‘IFRS’).
Under company law, the Directors must not approve the accounts
unless they are satisfied that they give a true and fair view of the
state of affairs of the Company and of the profit or loss of the
Company for that period.
In the case of Group Financial Statements, IAS 1 requires that Directors:
> Select and apply accounting policies properly;
> Present information, including accounting policies, in a manner
that provides relevant, reliable, comparable and understandable
information;
> Provide additional disclosures when compliance with the specific
requirements in IFRS are insufficient to enable users to
understand the impact of particular transactions, other events
and conditions on the entity’s financial position and financial
performance; and
> Make an assessment of the Company’s ability to continue
as a going concern.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the Financial Statements comply with the Companies (Jersey) Law
1991. They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of
the corporate and financial information included on the Company’s
website. Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
Responsibility statement
Each of the Directors, whose names and functions are set out
on pages 90 to 93 and who are Directors as at the date of this
Statement of Directors’ responsibilities, confirm to the best
of their knowledge that:
> The Financial Statements, prepared in accordance with the
relevant financial reporting framework, give a true and fair view
of the assets, liabilities, financial position and profit or loss of
the Company and the undertakings included in the consolidation
taken as a whole;
> The Strategic report includes a fair review of the development
and performance of the business and the position of the
Company and the undertakings included in the consolidation
taken as a whole, together with a description of the principal
risks and uncertainties that it faces; and
> The Annual Report and Accounts, taken as a whole, are fair,
balanced and understandable and provide the information
necessary for shareholders to assess the Company’s position,
performance, business model and strategy.
On behalf of the Board.
Nicolas Breteau
Chief Executive Officer
14 March 2023
Statement of Directors’ responsibilities
Governance report
TP ICAP GROUP PLC Annual Report and Accounts 2022139
Independent Auditor’s Report to the members of TP ICAP Group plc
Report on the audit of the financial statements
1. Opinion
In our opinion the financial statements of TP ICAP Group plc and
its subsidiaries (the ‘Group’):
> Give a true and fair view of the state of the Group’s affairs as
at 31 December 2022 and of the Group’s profit for the year
then ended;
> Have been properly prepared in accordance with United
Kingdom adopted international accounting standards and
International Financial Reporting Standards (IFRSs); and
> Have been properly prepared in accordance with Companies
(Jersey) Law, 1991.
We have audited the financial statements which comprise:
> The consolidated income statement;
> The consolidated statement of comprehensive income;
> The consolidated balance sheet;
> The consolidated statement of changes in equity;
> The consolidated cash flow statement; and
> The related notes to the consolidated financial statements
1 to 39.
The financial reporting framework that has been applied in their
preparation is applicable law, United Kingdom adopted
international accounting standards and IFRSs.
2. Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
auditor’s responsibilities for the audit of the financial statements
section of our report.
We are independent of the Group in accordance with the ethical
requirements that are relevant to our audit of the financial
statements in the UK, including the Financial Reporting Council’s
(the ‘FRC’s’) Ethical Standard as applied to listed public interest
entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements. The non-audit services
provided to the Group for the year are disclosed in note 5 to the
financial statements. We confirm that we have not provided any
non-audit services prohibited by the FRC’s Ethical Standard to
the Group.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
3. Summary of our audit approach
Key audit
matters
The key audit matter that we identified in the
current year was:
> Impairment of goodwill and acquisition-related
intangible assets.
Materiality The materiality that we used for the Group
financial statements was £8.1m (2021: £8.4m)
which was determined with reference to the
three-year average normalised adjusted profit
before tax.
Scoping Our Group audit scope focused primarily on 7
locations (2021: 5 locations) with 22 subsidiaries
(2021: 26 subsidiaries) subject to a full scope audit
and 10 subsidiaries (2021: 4 subsidiaries) subject to
specified audit procedures.
In aggregate, these subsidiaries represent the
principal business units within each of the Group’s
operating segments. These subsidiaries account
for 88% (2021: 96%) of the Group’s total assets,
91% (2021: 96%) of the Group’s total liabilities,
81% (2021: 87%) of the Group’s revenue and 84%
(2021: 90%) of the Group’s expenses.
Significant
changes in our
approach
The acquisition of Liquidnet was finalised in
the 2021 year-end audit and as such is no longer
considered to be a key audit matter in the
current year.
Consistent to the prior year, the impairment
of goodwill is still considered to be a key audit
matter. This key audit matter is however
broadened in the current year to include the
impairment of acquisition-related intangible
assets. This change specifically accommodates
for the impairment assessment over material
intangible assets derived from prior year
acquisitions and is closely linked to the
impairment assessment performed over goodwill.
As such we deem this change to be appropriate.
TP ICAP GROUP PLC Annual Report and Accounts 2022140
4. Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation
of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the Group’s ability to continue to adopt the going concern basis of accounting included:
> Assessing the underlying data and key assumptions used to make the Directors’ assessment, including cash flow forecasts, capital and
liquidity requirements;
> Considering the Group’s forecasts and stressed scenarios;
> Performing our own stress tests in relation to key assumptions;
> Evaluating the Directors’ plans for future actions, including evaluating the feasibility of the mitigating actions that they control,
including the scenario where the Group does not refinance the £247m 2024 Sterling Notes maturing in January 2024; and
> Assessing the related going concern disclosures in the financial statements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the Group’s ability to continue as a going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
In relation to the reporting on how the Group has applied the UK Corporate Governance Code, we have nothing material to add or draw
attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to
adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of
this report.
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements
of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we
identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
TP ICAP GROUP PLC Annual Report and Accounts 2022141
Financial statements
5.1. Impairment of goodwill and acquisition-related intangible assets
Key audit matter
description
The Group holds goodwill of £1,232m (2021: £1,180m) and acquisition-related intangible assets of £548m
(2021: £582m), of which £122m relate to a Liquidnet client-relationship intangible asset. As a result of reduced
revenue due to lower market volumes in equity block trading, an impairment of £20m was recognised on the
Liquidnet client-relationship intangible asset, decreasing the balance from £144m to £122m.
As detailed in the accounting policy on page 156, acquisition-related intangible assets are reviewed for
indicators of impairment at each balance sheet date and, if an indicator of impairment exists, an impairment
assessment is performed. Goodwill is assessed for impairment at least annually, irrespective of whether or not
indicators of impairment exist.
Impairment assessments are performed by comparing the carrying amount of each cash generating unit
(‘CGU’), or Groups of CGUs, to its recoverable amount, using the higher of the value in use (‘VIU’) or fair value
less costs to dispose (‘FVLCD’).
The VIU approach was used to estimate the recoverable amount of the Global Broking, Energy and
Commodities, Parameta Solutions and Agency Execution Groups of CGUs while the FVLCD approach was used
to assess the recoverable amount of the Liquidnet CGU and the related customer relationships.
The impairment assessment requires management judgement in the estimation of future cash flows, including
revenue growth, contribution margin, and the selection of a suitable discount rate. As a result, these
assessments are inherently subjective with an increased risk of material misstatement due to fraud or error.
Goodwill and acquisition-related intangible assets’ disclosures are included in the Significant Items section of
the Financial and Operating Review Report on page 24, the Report of the Audit Committee on page 109 and
Notes 3, 4 and 13 to the Consolidated Financial Statements.
How the scope of our
audit responded to the
key audit matter
We obtained an understanding of relevant controls in relation to the impairment review process for goodwill
and acquisition-related intangible assets.
We challenged the assumptions used in the impairment reviews, in particular the forecast revenue and
contribution growth rates for Liquidnet and Agency Execution, and discount rates used by the Group in its
impairment tests of the divisional Groups of CGUs.
For budgeted revenue and contribution growth rate assumptions, we challenged management’s assumptions
with reference to recent performance, including comparing growth rates to those achieved historically and to
external market data, where available. Working with our valuations specialists, we independently derived
discount rates and compared these to the rates used by the Group. Additionally, we benchmarked the discount
rates used by the Group to external peer data.
We performed scenario analysis; stressed key assumptions with reference to historical performance; and
assessed for impairment triggers between 30 September 2022 and 31 December 2022.
Additionally, given the sensitivity of the VIU and FVLCD models to reasonably possible changes in the revenue
and discount rate assumptions, we reviewed management’s sensitivity disclosures in Note 13.
We evaluated the impact of climate-related risks on the forecasts prepared by management.
For acquisition related intangible assets, we specifically tested the assumptions used by management as part
of the impairment review exercise to assess whether they meet the requirements of IAS 36 ‘Impairment of
Assets’. We challenged the key assumptions around the impairment triggers identified for the Liquidnet
client-relationship, which we have assessed for reasonableness, and we evaluated the accuracy of the inputs
used by management.
Key observations We concur with management’s conclusion to recognise a £20m impairment with respect to the Liquidnet
customer relationships.
We concur with the Directors’ conclusion that no goodwill impairment was required for any of the divisional
Groups of CGUs or the Liquidnet CGU in the current year and concluded that the disclosures are reasonable.
Independent Auditor’s Report to the members of TP ICAP Group plc
continued
TP ICAP GROUP PLC Annual Report and Accounts 2022142
6. Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the
financial statements that makes it probable that the economic
decisions of a reasonably knowledgeable person would be changed
or influenced. We use materiality both in planning the scope of our
audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality
for the financial statements as a whole as follows:
Group financial statements
Materiality £8.1m (2021: £8.4m)
Basis for
determining
materiality
We have used 5% of the three-year average
normalised adjusted profit before tax as a basis
for determining materiality. We have determined
normalised adjusted profit before tax as profit
before tax less significant items excluding
amortisation of intangible assets arising on
consolidation. Amortisation of intangible assets
arising on consolidation is a recurring cost and,
therefore, reflects ongoing business performance.
Materiality equates to less than 1% (2021: less
than 1%) of total equity.
Rationale for
the benchmark
applied
In determining the Group materiality, we
considered a number of factors, including the
needs and interests of the users of the Group
financial statements. Normalised adjusted profit
before tax is considered to be the key metric for
the users of the financial statements and, as
detailed above, we have used a three-year
average in the current year as it is a more stable
metric considering the volatility of profits in
recent years.
6.2. Performance materiality
We set performance materiality at a level lower than materiality to
reduce the probability that, in aggregate, uncorrected and undetected
misstatements exceed the materiality for the financial statements
as a whole. Group performance materiality was set at 65% of
Group materiality for the 2022 audit (2021: 65%). In determining
performance materiality, we considered the following factors:
> The control environment remains decentralised and reliant on
manual processes, and improvements are required to the
information technology environment;
> Our past experience of the audit, which has indicated a low
number of uncorrected misstatements identified in prior periods;
and
> Our risk assessment, which has indicated no changes in the
business that could affect our ability to forecast potential
misstatements.
6.3. Error reporting threshold
We agreed with the Audit Committee that we would report to the
Committee all audit differences in excess of £0.4m (2021: £0.4m), as
well as differences below that threshold that, in our view, warranted
reporting on qualitative grounds. We also report to the Audit
Committee on disclosure matters that we identified when assessing
the overall presentation of the financial statements.
TP ICAP GROUP PLC Annual Report and Accounts 2022143
Financial statements
7. An overview of the scope of our audit
7.1. Identification and scoping of components
Our Group audit scope focused primarily on 7 locations (2021: 5
locations) with 22 subsidiaries (2021: 26 subsidiaries) subject to
a full scope audit and 10 subsidiaries (2021: 4 subsidiaries) subject
to specified audit procedures. In aggregate, these subsidiaries
represent the principal business units within each of the Group’s
operating segments.
These subsidiaries account for 88% (2021: 96%) of the Group’s total
assets, 91% (2021: 96%) of the Group’s total liabilities, 81% (2021:
87%) of the Group’s revenue and 84% (2021: 90%) of the Group’s
expenses. There has not been any significant changes to our audit
approach compared to prior year.
The subsidiaries were selected based on their quantitative
contribution to the Group and qualitative risk factors. Our audits
of each of the subsidiaries were performed using lower levels of
materiality based on their size relative to the Group. The materiality
for each subsidiary audit ranged from £2.6m to £3.1m (2021: £2.7m
to £3.3m). We tested the Group’s consolidation process and carried
out analytical procedures to confirm that there were no significant
risks of material misstatement in the aggregated financial
information of the remaining subsidiaries not subject to a full scope
audit or specified audit procedures.
7.2. Our consideration of the control environment
The Group uses a number of different IT systems across components,
and we worked with our IT specialists to test the General IT controls
for relevant systems. Although we rely on controls for certain
revenue streams, the control environment remains decentralised,
reliant on manual processes to mitigate IT control deficiencies and
further improvements are required in order for us to adopt a wider
controls-reliant approach across the Group.
7.3. Our consideration of climate-related risks
In planning our audit, we have considered the potential impact
of climate change on the Group’s business and its financial
statements. The Group continues to develop its assessment of and
response to the potential impacts of environmental, social and
governance (‘ESG’) related risks, including climate change, as
outlined in the Sustainability Report and the Task Force on Climate-
related Financial Disclosures (‘TCFD’).
We held discussions with management to understand the process
for identifying climate-related risks, the consideration of mitigating
actions and the impact on the Group’s financial statements which
can we found in the Task Force on Climate-related Financial
Disclosures (‘TCFD’) section of the Sustainability report and Note 13
to the financial statements. Management do not expect any
material climate change-related financial impact on their business.
We performed our own qualitative risk assessment of the potential
impact of climate change on the Group’s account balances and
classes of transactions based on our understanding of the nature
of the Group’s underlying operations.
We read the climate-related disclosures included in the annual
report and considered whether they are materially consistent with
the financial statements and our knowledge obtained in the audit.
7.4. Working with other auditors
The Group audit team maintained dialogue with all component
auditors throughout all phases of the audit and received written
reports from component auditors setting out the results of their
audit procedures. The Senior Statutory Auditor met with key
members of overseas management in person and remotely. The
Group audit team performed a file review of the work performed
by all component auditors.
8. Other information
The other information comprises the information included in the
annual report including the Strategic report and the Governance
Report, other than the financial statements and our auditor’s report
thereon. The Directors are responsible for the other information
contained within the annual report.
Our opinion on the financial statements does not cover the other
information and we do not express any form of assurance
conclusion thereon.
Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the course of
the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise
to a material misstatement in the financial statements themselves.
If, based on the work we have performed, we conclude that there is
a material misstatement of this other information, we are required
to report that fact.
We have nothing to report in this regard.
Assets Liabilities
Revenue Expenses
1
3
2
1
3
2
1
3
1
3
2
1 Full audit scope 83%
2 Specified audit procedures 5%
3 Analytical review at Group level 12%
1 Full audit scope 90%
2 Specified audit procedures 1%
3 Analytical review at Group level 9%
1 Full audit scope 81%
2 Specified audit procedures 0%
3 Analytical review at Group level 19%
1 Full audit scope 77%
2 Specified audit procedures 7%
3 Analytical review at Group level 16%
Independent Auditor’s Report to the members of TP ICAP Group plc
continued
TP ICAP GROUP PLC Annual Report and Accounts 2022144
9. Responsibilities of Directors
As explained more fully in the statement of Directors’ responsibilities,
the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair
view, and for such internal control as the Directors determine is
necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible
for assessing the Group’s ability to continue as a going concern,
disclosing as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors
either intend to liquidate the Group or to cease operations, or have
no realistic alternative but to do so.
10. Auditor’s responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the
financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor’s report.
11. Extent to which the audit was considered capable
of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with
laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in
respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud
is detailed below.
11.1. Identifying and assessing potential risks related
to irregularities
In identifying and assessing risks of material misstatement in
respect of irregularities, including fraud and non-compliance with
laws and regulations, we considered the following:
> The nature of the industry and sector, control environment and
business performance including the design of the Group’s
remuneration policies, key drivers for Directors’ remuneration,
bonus levels and performance targets;
> The Group’s own assessment of the risks that irregularities may
occur either as a result of fraud or error that was approved by the
Board on 8 March 2023;
> Results of our enquiries of management, internal audit, the
Directors and the audit committee about their own identification
and assessment of the risks of irregularities including those that
are specific to the group’s sector;
> Any matters we identified having obtained and reviewed the
Group’s documentation of their policies and procedures relating to:
> identifying, evaluating and complying with laws and
regulations and whether they were aware of any instances of
non-compliance, including their assessment of open litigation
and regulatory matters as disclosed in note 27 and note 36;
> detecting and responding to the risks of fraud and whether they
have knowledge of any actual, suspected or alleged fraud;
> the internal controls established to mitigate risks of fraud or
non-compliance with laws and regulations; and
> The matters discussed among the audit engagement team
including significant component audit teams and relevant
internal specialists, including tax, valuations, pensions, IT
specialist regarding how and where fraud might occur in the
financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities
and incentives that may exist within the organisation for fraud and
identified the greatest potential for fraud in the impairment of
goodwill and acquisition-related intangible assets. In common with
all audits under ISAs (UK), we are also required to perform specific
procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory
frameworks that the Group operates in, focusing on provisions
of those laws and regulations that had a direct effect on the
determination of material amounts and disclosures in the financial
statements. The key laws and regulations we considered in this
context included the Companies (Jersey) Law, 1991, UK Companies
Act, Listing Rules, FCA regulations, pensions legislation and
tax legislation.
In addition, we considered provisions of other laws and regulations
that do not have a direct effect on the financial statements but
compliance with which may be fundamental to the Group’s ability
to operate or to avoid a material penalty.
11.2. Audit response to risks identified
As a result of performing the above, we identified impairment of
goodwill and acquisition-related intangible assets a key audit
matter related to the potential risk of fraud. The key audit matters
section of our report explains the matter in more detail and also
describes the specific procedures we performed in response to that
key audit matter.
In addition to the above, our procedures to respond to risks
identified included the following:
> Reviewing the financial statement disclosures and testing to
supporting documentation to assess compliance with provisions
of relevant laws and regulations described as having a direct
effect on the financial statements;
> Enquiring of management, the audit committee and in-house/
external legal counsel concerning actual and potential litigation
and claims;
> Performing analytical procedures to identify any unusual or
unexpected relationships that may indicate risks of material
misstatement due to fraud;
> Reading minutes of meetings of those charged with governance,
reviewing internal audit reports and reviewing correspondence
with HMRC and regulators, including the FCA; and
> In addressing the risk of fraud through management override of
controls, testing the appropriateness of journal entries and other
adjustments; assessing whether the judgements made in making
accounting estimates are indicative of a potential bias; and
evaluating the business rationale of any significant transactions
that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations
and potential fraud risks to all engagement team members
including internal specialists and significant component audit
teams, and remained alert to any indications of fraud or non-
compliance with laws and regulations throughout the audit.
TP ICAP GROUP PLC Annual Report and Accounts 2022145
Financial statements
Report on other legal and regulatory requirements
12. Opinion on other matter prescribed by our engagement letter
In our opinion the part of the Directors’ Remuneration Report to
be audited has been properly prepared in accordance with the
provisions of the UK Companies Act 2006 as if that Act had
applied to the Group.
13. Corporate Governance Statement
The Listing Rules require us to review the Directors’ statement in
relation to going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the Group’s compliance
with the provisions of the UK Corporate Governance Code specified
for our review.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
> The Directors’ statement with regards to the appropriateness
of adopting the going concern basis of accounting and any
material uncertainties identified set out on page 71;
> The Directors’ explanation as to its assessment of the Group’s
prospects, the period this assessment covers and why the period
is appropriate set out on page 71;
> The Directors’ statement on fair, balanced and understandable
set out on page 139;
> The Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 71;
> The section of the annual report that describes the review of
effectiveness of risk management and internal control systems
set out on page 72; and
> The section describing the work of the audit committee set out
on page 109.
14. Matters on which we are required to report by exception
14.1. Adequacy of explanations received and accounting records
Under the Companies (Jersey) Law, 1991 we are required to report
to you if, in our opinion:
> We have not received all the information and explanations we
require for our audit; or
> Proper accounting records have not been kept, or proper returns
adequate for our audit have not been received from branches not
visited by us; or
> The financial statements are not in agreement with the
accounting records and returns.
We have nothing to report in respect of these matters.
15. Other matters which we are required to address
15.1. Auditor tenure
Following the recommendation of the audit committee, we were
appointed by a predecessor company of the Group in 2001 to audit
the financial statements for the year ending 31 December 2001 and
subsequent financial periods. The period of total uninterrupted
engagement including previous renewals and reappointments of
the firm is 22 years, covering the years ending 31 December 2001
to 31 December 2022.
15.2. Consistency of the audit report with the additional report
to the audit committee
Our audit opinion is consistent with the additional report to the
audit committee we are required to provide in accordance with
ISAs (UK).
16. Use of our report
This report is made solely to the Company’s members, as a body, in
accordance with Article 113A of the Companies (Jersey) Law, 1991.
Our audit work has been undertaken so that we might state to the
Company’s members those matters we are required to state to them
in an auditor’s report and/or those matters we have expressly
agreed to report to them on in our engagement letter and for no
other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the Company
and the Company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
As required by the Financial Conduct Authority (‘FCA’) Disclosure
Guidance and Transparency Rule (‘DTR’) 4.1.14R, these financial
statements form part of the European Single Electronic Format
(‘ESEF’) prepared Annual Financial Report filed on the National
Storage Mechanism of the UK FCA in accordance with the ESEF
Regulatory Technical Standard (‘ESEF RTS’). This auditor’s report
provides no assurance over whether the annual financial report has
been prepared using the single electronic format specified in the
ESEF RTS.
Fiona Walker, FCA (Senior Statutory Auditor)
For and on behalf of Deloitte LLP
Recognised Auditor
London, United Kingdom
14 March 2023
Independent Auditor’s Report to the members of TP ICAP Group plc
continued
TP ICAP GROUP PLC Annual Report and Accounts 2022146
Consolidated Income Statement
for the year ended 31 December 2022
Notes
2022
£m
2021
£m
Revenue 4 2, 115 1,8 65
Employment, compensation and benefits (1 ,320 ) (1 , 152 )
General and administrative expenses (506 ) (4 76 )
Depreciation and impairment of property, plant and equipment and right-of-use assets (58 ) (68 )
Amortisation and impairment of Intangible assets (9 8 ) (82 )
Impairment of other assets – –
Total operating costs 5 (1 , 982 ) (1,7 78 )
Other operating income 6 30 10
EBIT/operating profit 163 97
Finance income 8 8 3
Finance costs 9 (58 ) (76 )
Profit before tax 113 24
Taxation 10 (3 6 ) (23 )
Profit after tax 77 1
Share of results of associates and joint ventures 17,18 29 7
Profit for the year 106 8
Attributable to:
Equity holders of the parent 103 5
Non-controlling interests 3 3
Earnings per share
– Basic 11 13 .2 p 0.7 p
– Diluted 11 13. 0 p 0.7 p
Financial statements
TP ICAP GROUP PLC Annual Report and Accounts 2022147
Notes
2022
£m
2021
£m
Profit for the year 106 8
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit pension schemes 37(a) – 3
Equity instruments at FVTOCI – net change in fair value 19 – 1
Items that may be reclassified subsequently to profit or loss:
Fair value movements on net investment hedge – 3
Effect of changes in exchange rates on translation of foreign operations 153 1
Taxation 10 (5 ) (1 )
Other comprehensive income for the year 148 7
Total comprehensive income for the year 254 15
Attributable to:
Equity holders of the parent 250 12
Non-controlling interests 4 3
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2022
TP ICAP GROUP PLC Annual Report and Accounts 2022148
Notes
31 December
2022
£m
31 December
2021
£m
Non-current assets
Intangible assets arising on consolidation 13 1,78 0 1,76 2
Other intangible assets 14 97 91
Property, plant and equipment 15 110 123
Right-of-use assets 16 165 187
Investment in associates 17 63 51
Investment in joint ventures 18 34 28
Other investments 19 23 21
Deferred tax assets 21 15 17
Retirement benefit assets 37 1 1
Other long-term receivables 22 51 44
Current assets
Trade and other receivables 22 2, 198 2,068
Financial assets at fair value through profit or loss 24 264 158
Financial investments 20 1 74 115
Cash and cash equivalents 35 888 784
Total assets 5, 863 5 ,450
Current liabilities
Trade and other payables 23 (2, 149 ) ( 1,9 7 7 )
Financial liabilities at fair value through profit or loss 24 (255 ) (120 )
Loans and borrowings 25 (9 ) (77 )
Lease liabilities 26 (29 ) (34 )
Derivative financial instruments 29(a) – (1 )
Current tax liabilities (37 ) (28 )
Short-term provisions 27 (9 ) (5 )
(2, 488 ) (2,242 )
Net current assets 1,03 6 883
Non-current liabilities
Loans and borrowings 25 (785 ) (7 79 )
Lease liabilities 26 (250 ) (252 )
Deferred tax liabilities 21 (85 ) (1 07 )
Long-term provisions 27 (31 ) (38 )
Other long-term payables 28 (60 ) (53 )
Retirement benefit obligations 37 (3 ) (1 )
(1 ,214 ) (1 ,230 )
Total liabilities (3,70 2 ) (3 ,472 )
Net assets 2, 161 1 ,9 7 8
Equity
Share capital 30,31(a) 197 197
Other reserves 31(b) (854 ) (1 , 005 )
Retained earnings 31(c) 2,800 2 ,7 6 9
Equity attributable to equity holders of the parent 31(c) 2, 143 1,9 6 1
Non-controlling interests 31(c) 18 17
Total equity 2, 161 1,9 7 8
The Consolidated Financial Statements of TP ICAP Group plc (registered number 130617) were approved by the Board of Directors and
authorised for issue on 14 March 2023 and are signed on its behalf by
Nicolas Breteau
Chief Executive Officer
Consolidated Balance Sheet
as at 31 December 2022
Financial statements
TP ICAP GROUP PLC Annual Report and Accounts 2022149
Equity attributable to equity holders of the parent (Note 31) Note 31(c)
Share
capital
£m
Share
premium
account
£m
Merger
reserve
£m
Reverse
acquisition
reserve
£m
Re-organ-
isation
reserve
£m
Re-
valuation
reserve
£m
Hedging
and
translation
£m
Own
shares
£m
Retained
earnings
£m
Total
£m
Non-
controlling
interests
£m
Total
equity
£m
2022
Balance at
1 January 2022 197 – – – (946 ) 5 (38 ) (2 6 ) 2 ,7 6 9 1 ,9 6 1 17 1,9 7 8
Profit for the year – – – – – – – – 103 103 3 106
Other
comprehensive
income for
the year – – – – – – 147 – – 147 1 14 8
Total
comprehensive
income for the year – – – – – – 147 – 103 250 4 254
Dividends paid – – – – – – – – (78 ) (78 ) (3 ) (81 )
Share settlement
of share-based
awards – – – – – – – 7 (7 ) – – –
Own shares
acquired for
employee trusts – – – – – – – (3 ) – (3 ) – (3 )
Credit arising
on share-based
awards – – – – – – – – 13 13 – 13
Balance at
31 December 2022 197 – – – (94 6 ) 5 109 (22 ) 2, 800 2, 143 18 2, 161
Consolidated Statement of Changes in Equity
for the year ended 31 December 2022
TP ICAP GROUP PLC Annual Report and Accounts 2022150
Consolidated Statement of Changes in Equity
for the year ended 31 December 2022
continued
Equity attributable to equity holders of the parent (Note 31) Note 31(c)
Share
capital
£m
Share
premium
account
£m
Merger
reserve
£m
Reverse
acquisition
reserve
£m
Re-organ-
isation
reserve
£m
Re-
valuation
reserve
£m
Hedging
and
translation
£m
Own
shares
£m
Retained
earnings
£m
Total
£m
Non-
controlling
interests
£m
Total
equity
£m
2021
Balance at
1 January 2021 141 17 1, 3 8 4 (1, 182 ) – 4 (41 ) (27 ) 1, 38 3 1,67 9 19 1,6 9 8
Profit for the year – – – – – – – – 5 5 3 8
Other
comprehensive
income for
the year – – – – – 1 3 – 3 7 – 7
Total
comprehensive
income for the year – – – – – 1 3 – 8 12 3 15
Rights issue 56 259 – – – – – – – 315 – 315
Rights issue costs – (6 ) – – – – – – – (6 ) – (6 )
Scheme of
Arrangement:
Cancellation of
existing shares
and reserves (197 ) (270 ) (1 ,384 ) 1, 182 669 – – – – – – –
Scheme of
Arrangement: Issue
of ordinary shares 197 1 ,418 – – (1 , 615 ) – – – – – – –
Capital reduction – (1, 418 ) – – – – – – 1 ,418 – – –
Dividends paid – – – – – – – – (47 ) (47 ) (2 ) (4 9 )
Share settlement
of share-based
awards – – – – – – – 3 (3 ) – – –
Own shares
acquired for
employee trusts – – – – – – – (2 ) – (2 ) – (2 )
Decrease in
non-controlling
interests – – – – – – – – – – (3 ) (3 )
Credit arising
on share-based
awards – – – – – – – – 10 10 – 10
Balance at
31 December 2021 197 – – – (946 ) 5 (38 ) (2 6 ) 2 ,7 6 9 1 ,9 6 1 17 1 ,9 7 8
Financial statements
TP ICAP GROUP PLC Annual Report and Accounts 2022151
Notes
2022
£m
2021
£m
Net cash flow from operating activities 34 32 4 111
Investing activities
(Purchase)/sale of financial investments 35 (50 ) 11
Settlement of derivative financial instruments¹ – 5
Interest received 7 2
Dividends from associates and joint ventures 17,18 15 15
Expenditure on intangible fixed assets 14 (35 ) (35 )
Purchase of property, plant and equipment 15 (1 8 ) (23 )
Sale of property, plant and equipment 12 –
Deferred consideration paid 33 (10 ) (14 )
Disposal/(investment) in associates and joint ventures 17,18 1 (1 )
Acquisition consideration paid – (451 )
Cash acquired with acquisitions – 202
Net cash flow from investment activities (78 ) (289 )
Financing activities
Dividends paid 12 (78 ) (4 7 )
Dividends paid to non-controlling interests 31(c) (3 ) (2 )
Proceeds of rights issue – 315
Issue costs of rights issue – (6 )
Purchase of non-controlling interest – (3 )
Own shares acquired for employee trusts 31(b) (3 ) (2 )
Net repayment of bank loans2 35 – (5 )
Net (repayment)/borrowing of loans from related parties2 35 (4 7 ) 27
Funds received from issue of Sterling Notes – 249
Repurchase of Sterling Notes³ – (200 )
Bank facility arrangement fees and debt issue costs (3 ) (2 )
Payment of lease liabilities 35 (29 ) (28 )
Net cash flow from financing activities (163 ) 296
Increase in cash and overdrafts 35 83 118
Cash and overdrafts at the beginning of the year 767 6 49
Effect of foreign exchange rate changes 35 38 –
Cash and overdrafts at the end of the year 35 888 767
Cash and cash equivalents 35 888 784
Overdrafts 35 – (17 )
1 Relates to foreign exchange derivatives undertaken in 2021 in respect of acquisition cash flows.
2 The Group utilises credit facilities
throughout the year, entering into numerous short-term bank and other loans where maturities are less than three months. The turnover
is quick and the volume is large and resultant flows are presented net. Further details are set out in Note 25.
3 Relates to the repurchase of £184 m of Sterling Notes 2024 (Note 25) plus £16 m of premium paid in 2021. The premium paid is reported as part financing activities, rather
than operating activities. Interest paid is reported as a cash outflow from operating activities.
Consolidated Cash Flow Statement
for the year ended 31 December 2022
TP ICAP GROUP PLC Annual Report and Accounts 2022152
Financial statements
TP ICAP GROUP PLC Annual Report and Accounts 2022153
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2022
TP ICAP GROUP PLC Annual Report and Accounts 2022154
for the year ended 31 December 2022
TP ICAP GROUP PLC Annual Report and Accounts 2022156
Financial statements
TP ICAP GROUP PLC Annual Report and Accounts 2022157
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2022
TP ICAP GROUP PLC Annual Report and Accounts 2022158
Financial statements
TP ICAP GROUP PLC Annual Report and Accounts 2022159
for the year ended 31 December 2022
TP ICAP GROUP PLC Annual Report and Accounts 2022160
Financial statements
TP ICAP GROUP PLC Annual Report and Accounts 2022161
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2022
TP ICAP GROUP PLC Annual Report and Accounts 2022162
Financial statements
TP ICAP GROUP PLC Annual Report and Accounts 2022163
for the year ended 31 December 2022
TP ICAP GROUP PLC Annual Report and Accounts 2022164
Financial statements
TP ICAP GROUP PLC Annual Report and Accounts 2022165
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2022
TP ICAP GROUP PLC Annual Report and Accounts 2022166
Financial statements
TP ICAP GROUP PLC Annual Report and Accounts 2022167
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2022
TP ICAP GROUP PLC Annual Report and Accounts 2022168
Financial statements
TP ICAP GROUP PLC Annual Report and Accounts 2022169
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2022
TP ICAP GROUP PLC Annual Report and Accounts 2022170
Financial statements
TP ICAP GROUP PLC Annual Report and Accounts 2022171
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2022
TP ICAP GROUP PLC Annual Report and Accounts 2022172
Financial statements
TP ICAP GROUP PLC Annual Report and Accounts 2022173
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2022
TP ICAP GROUP PLC Annual Report and Accounts 2022174
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2022
TP ICAP GROUP PLC Annual Report and Accounts 2022176
Financial statements
TP ICAP GROUP PLC Annual Report and Accounts 2022177
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2022
TP ICAP GROUP PLC Annual Report and Accounts 2022178
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2022
TP ICAP GROUP PLC Annual Report and Accounts 2022180
Financial statements
TP ICAP GROUP PLC Annual Report and Accounts 2022181
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2022
TP ICAP GROUP PLC Annual Report and Accounts 2022182
TP ICAP GROUP PLC Annual Report and Accounts 2022183
for the year ended 31 December 2022
TP ICAP GROUP PLC Annual Report and Accounts 2022184
Financial statements
TP ICAP GROUP PLC Annual Report and Accounts 2022185
for the year ended 31 December 2022
TP ICAP GROUP PLC Annual Report and Accounts 2022186
Financial statements
TP ICAP GROUP PLC Annual Report and Accounts 2022187
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2022
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Financial statements
TP ICAP GROUP PLC Annual Report and Accounts 2022189
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2022
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Financial statements
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Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2022
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Financial statements
TP ICAP GROUP PLC Annual Report and Accounts 2022193
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2022
TP ICAP GROUP PLC Annual Report and Accounts 2022194
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TP ICAP GROUP PLC Annual Report and Accounts 2022195
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2022
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Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2022
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Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2022
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TP ICAP GROUP PLC Annual Report and Accounts 2022201
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2022
TP ICAP GROUP PLC Annual Report and Accounts 2022202
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TP ICAP GROUP PLC Annual Report and Accounts 2022203
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2022
TP ICAP GROUP PLC Annual Report and Accounts 2022204
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TP ICAP GROUP PLC Annual Report and Accounts 2022205
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2022
TP ICAP GROUP PLC Annual Report and Accounts 2022206
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TP ICAP GROUP PLC Annual Report and Accounts 2022207
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2022
TP ICAP GROUP PLC Annual Report and Accounts 2022208
TP ICAP Group plc Shareholder Information
Financial calendar
TP ICAP Group plc Preliminary Results – 14 March 2023
Ex-dividend date for final dividend – 13 April 2023
Record date for final dividend – 14 April 2023
Final date for Dividend Reinvestment Plan election – 28 April 2023
Annual General Meeting – Wednesday 17 May 2023 at 2.15pm BST
Final dividend payment date (if dividend approved at AGM) – 23 May 2023
Dividends
A final dividend of 7.9p per ordinary share will be recommended to shareholders at the 2023 AGM.
Dividend mandate
Shareholders who wish their dividends to be paid directly into a bank or building society account should register their mandate via the
shareholder portal at www.signalshares.com. You will need your investor code which can be found on your share certificate or dividend
confirmation. Alternatively, contact Link Group (see below) for a dividend mandate form. This method of payment removes the risk of
delay or loss of dividend cheques in the post and ensures that shareholders’ accounts are credited on the dividend payment date. For future
dividends, the Company has in place a facility for payments to be made via CREST.
Dividend Reinvestment Plan (‘DRIP’)
The Company offers a DRIP, where your dividend can be reinvested in further TP ICAP Group plc shares through a specially arranged share
dealing service. For further information contact Link Group whose contact details are set out below.
Shareholder information on the internet
The Company maintains an investor relations page on its website, www.tpicap.com, which allows access to both current and historic share
price information, Directors’ biographies, copies of Company reports, selected press releases and other useful investor information.
Registrar
Link Group act as the Company’s registrars. As such administrative queries regarding your shareholding (including notifying a change
of name or address, queries regarding dividend payments and the DRIP scheme, etc) are best directed to Link Group who can be
contacted at:
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
United Kingdom
Email: shareholderenquiries@linkgroup.co.uk
Telephone: 0371 664 0300¹
1 Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable International rate.
Lines are open 9.00am – 5.30pm, Monday to Friday excluding public holidays in England and Wales.
Many of our shareholders find that the easiest way to manage their shareholdings is online, using the free, simple and secure
service provided by the Company’s registrar, Link Group. To access and maintain your shareholding online, please register at
www.signalshares.com
Shareholder security
TP ICAP encourages all shareholders to be wary of any unsolicited advice, offers to buy shares at a discount or offers of free company
annual reports. If you receive any unsolicited investment advice, whether over the telephone, through the post or by email, you should;
> Make sure you note the name of the organisation and, if possible, the name of the individual contacting you.
> Check they are properly authorised by the FCA by visiting https://register.fca.org.uk/ and
www.fca.org.uk/consumers/report-scam-unauthorised-firm.
Any details of share dealing facilities that TP ICAP endorses will be included in the Company’s mailings.
TP ICAP GROUP PLC Annual Report and Accounts 2022210
Auditor
Deloitte LLP
Chartered Accountants and Statutory Auditor
1 New Street Square
London EC4A 3HQ
United Kingdom
www.deloitte.com
Registered office
TP ICAP Group plc
22 Grenville Street
St Helier
Jersey
JE4 8PX
Telephone: +44 (0)1534 676720
Website: www.tpicap.com
TP ICAP Group plc is a company registered in Jersey with registered number 130617.
TP ICAP GROUP PLC Annual Report and Accounts 2022211
Additional information
Group undertakings
Details of the Group’s subsidiaries, which have been consolidated into the Group’s results, and details of investments in associates are
provided below. Unless otherwise stated, the undertakings below are wholly owned and the Group interest represents both the percentage
held and voting rights, which are indirectly held by the Company.
Company name
Country of
incorporation Interest Registered office address
ICAP Brokers Pty Limited Australia Level 27, 9 Castlereagh Street, Sydney, New South Wales, 2000,
Australia
ICAP Futures (Australia) Pty Ltd Australia Level 27, 9 Castlereagh Street, Sydney, New South Wales, 2000,
Australia
Liquidnet Australia Pty Ltd Australia Suite 2, Level 29, 9 Castlereagh Street, Sydney, New South Wales,
2000, Australia
TP ICAP Management Services
(Australia) Pty Limited
Australia Level 27, 9 Castlereagh Street, Sydney, New South Wales, 2000,
Australia
Tullett Prebon (Australia) Pty Limited Australia Level 29, 9 Castlereagh Street, Sydney, New South Wales, 2000,
Australia
PVM Data Services GmbH Austria Euro Plaza - Building G, Am Euro Platz 2, 1120 Vienna, Austria
ICAP (Middle East) W.L.L. Bahrain 49% PO Box 5488, 43rd Floor, 4301, West Tower, Bahrain Financial
Harbour, Bahrain
Tullett Liberty (Bahrain) Co. W.L.L. Bahrain 82.70% PO Box 20526, Flat No.11, Building 104, 383 Road 2831, Manama 316,
Bahrain
Liquidnet Bermuda Limited Bermuda Park Place, 55 Par-la-Ville Road, Hamilton HM11, Bermuda
PVM Oil Associates Ltd Bermuda Coson Corporate Services Limited, Cedar House, 3rd Floor, 41 Cedar
Avenue, Hamilton HM12, Bermuda
ICAP do Brasil Corretora de Títulos e
Valores Mobiliários Ltda
Brazil Avenida das Américas, 3.500, Ed. Londres, 2º andar, Barra da Tijuca,
Rio de Janeiro-RJ, CEP 22640-102, Brazil
Tullett Prebon Brasil Corretora de
Valores e Câmbio Ltda.
Brazil Rua São Tomé, 86, 21º andar, Vila Olímpia, São Paulo-SP, CEP
04551-030, Brazil
Tullett Prebon Holdings Do Brasil
Ltda.
Brazil Rua São Tomé, 86, 21º andar, Vila Olímpia, São Paulo-SP, CEP
04551-030, Brazil
Catrex Limited British Virgin
Islands
Vistra Corporate Services Centre, Wickhams Cay II, Road Town,
Tortola, VG1110, British Virgin Islands
LCM D Limited British Virgin
Islands
Citco B.V.I Limited, Fleming House, Wickhams Cay, PO Box 662, Road
Town, Tortola, British Virgin Islands
Liquidnet Canada Inc. Canada 79 Wellington Street West, TD South Tower, 24th Floor, Toronto, ON
M5K 1K7
Tullett Prebon Americas Corp.,
Toronto Branch
Operating in
Canada
1 Toronto Street, Suite 301, PO Box 20, Toronto, Ontario, M5C 2V6,
Canada
Tullett Prebon Canada Limited Canada 1 Toronto Street, Suite 308, PO Box 20, Toronto, Ontario, M5C 2V6,
Canada
SIF ICAP Chile Holdings Ltda Chile 50% Magdalena 181 Piso 14 Las Condes, Santiago, Chile 7550055
SIF ICAP Chile SpA Chile 40% Magdalena 181 Piso 14 Las Condes, Santiago, Chile 7550055
Enmore Commodity Brokers
(Shanghai) Co. Ltd.
China 49% Room 720, Building 3, No. 999 Jinzhong Road, Changning District,
Shanghai, China
ICAP Shipping (Shanghai) Co,. Ltd. China Room 4169, 4th Floor, No. 4 Building, No.173 Handan Road, Hongkou
District, Shanghai, China
Prebon Yamane International Limited,
Shanghai Representative Office
Operating in
China
Room 302, DBS Tower, No.1318, Lujiazui Ring Road, Shanghai,
200120, China
Tullett Prebon SITICO (China) Limited China 33% Room 1001, DBS Tower, No.1318, Lujiazui Ring Road, Shanghai,
200120, China
ICAP Colombia Holdings S.A.S. Colombia 94.24% Km 33 Via Sopo Aposentos C-64 Municipio Sopó, Cundinamarca,
Colombia
SET-ICAP FX S.A. Colombia 47.94% Carrera 11 No. 93-46 - Oficina 403, Bogotá, Colombia
SET-ICAP Securities S.A. Colombia 47.41% Carrera 11 No. 93-46 - Oficina 403, Bogotá, Colombia
Vega-Chi Financial Technologies
Limited
Cyprus 35, Le Corbusier, North side, 1st Floor, 3075 Limassol, Cyprus
ICAP Scandinavia, filial af TP ICAP
(Europe) SA, Frankrig
Operating in
Denmark
Rentemestervej 14, Copenhagen NV, DK-2400, Denmark
ICAP del Ecuador S.A. Ecuador Eloy Alfaro 2515 y Catalina Aldáz, N34-189, Quito, Ecuador
TP ICAP GROUP PLC Annual Report and Accounts 2022212
Company name
Country of
incorporation Interest Registered office address
TP ICAP (Europe) SA France 42, rue Washington, 75008 Paris, France
Astley & Pearce Deutschland GmbH Germany Stephanstrasse 14-16, 60313 Frankfurt am Main, Germany
ICAP Ltd. & Co. OHG Germany Stephanstrasse 14-16, 60313 Frankfurt am Main, Germany
Intermoney AP & Co. Geld-und
Eurodepotmakler OHG
Germany 74.67% Stephanstrasse 3, 60313 Frankfurt am Main, Germany
TP ICAP (Europe) S.A., Frankfurt
Branch
Operating in
Germany
Mainzer Landstrasse 1, Frankfurt, 60329, Germany
ICAP US Holdings No 1 Limited Gibraltar Suite 1, Burns House, 19 Town Range, Gibraltar
ICAP US Holdings No 2 Limited Gibraltar Suite 1, Burns House, 19 Town Range, Gibraltar
Tullett Prebon Information Limited Guernsey,
Operating in UK
Third floor, Cambridge House, Le Truchot, St Peter Port, GY1 1WD,
Guernsey
ICAP (Hong Kong) Limited Hong Kong 20/F, One Hennessy, No. 1 Hennessy Road, Wan Chai, Hong Kong
ICAP Securities Hong Kong Limited Hong Kong 20/F, One Hennessy, No. 1 Hennessy Road, Wan Chai, Hong Kong
Liquidnet Asia Limited Hong Kong 24th Floor, 28 Hennessy Road, Wanchai, Hong Kong
TP ICAP Management Services (Hong
Kong) Limited
Hong Kong 21/F, One Hennessy, No. 1 Hennessy Road, Wan Chai, Hong Kong
Tullett Prebon (Hong Kong) Limited Hong Kong 21/F, One Hennessy, No. 1 Hennessy Road, Wan Chai, Hong Kong
ICAP IL India Private Limited India 40% Office No. 6, 3rd Floor, C Wing, Laxmi Towers, Bandra Kurla Complex,
Bandra (E), Mumbai, 400051, Maharashtra, India
P.T. Inti Tullett Prebon Indonesia Indonesia 57.52% Menara Dea, Tower 2, 12th floor - Suite 1202, Mega Kuningan area,
Jalan Mega Kuningan Barat Kav. E4.3 No. 1-2, Jakarta 12950,
Indonesia
PT Electronic IDR Exchange (In
liquidation)
Indonesia 49% Menara Dea, Tower 2, 12th floor - Suite 1202, Mega Kuningan area,
Jalan Mega Kuningan Barat Kav. E4.3 No. 1-2, Jakarta 12950,
Indonesia
Liquidnet EU Limited Ireland Digital Office Centre, 12 Camden Row, Dublin 8, D08 R9CN Ireland
Louis Capital Markets Israel Limited Israel 45 Rothschild Boulevard, 6578403 Tel-Aviv, Israel
Central Totan Securities Co. Ltd Japan 20% 4-4-10, Nihonbashi Muromachi, Chuo-ku, Tokyo 103-0022 Japan
ICAP Energy (Japan) Limited Japan Akasaka Tameike Tower 4th Floor, 2-17-7 Akasaka Minato-ku, Tokyo
107-0052, Japan
Liquidnet Japan, Inc. Japan Akasaka Tameike Tower 4th Floor, 2-17-7 Akasaka Minato-ku, Tokyo
107-0052, Japan
Totan ICAP Co., Ltd. Japan 40% 7th Floor, Totan Muromachi Building, 4-4-10 Nihonbashi Muromachi,
Chuo-ku, Tokyo, 103-0022, Japan
TP ICAP (Japan) Co., Ltd. (in
liquidation)
Japan Akasaka Tameike Tower 4th Floor, 2-17-7 Akasaka Minato-ku, Tokyo
107-0052, Japan
tpSEF Inc., Tokyo Branch Operating in
Japan
Akasaka Tameike Tower 4th Floor, 2-17-7 Akasaka Minato-ku, Tokyo
107-0052, Japan
Tullett Prebon (Japan) Limited Japan 80% Akasaka Tameike Tower 4th Floor, 2-17-7 Akasaka Minato-ku, Tokyo
107-0052, Japan
Tullett Prebon Energy (Japan) Limited Japan Akasaka Tameike Tower 4th Floor, 2-17-7 Akasaka Minato-ku, Tokyo
107-0052, Japan
Tullett Prebon ETP (Japan) Ltd Japan 80% Akasaka Tameike Tower 4th Floor, 2-17-7 Akasaka Minato-ku, Tokyo
107-0052, Japan
TP ICAP Holdings Ltd * Jersey 22 Grenville Street, St Helier, Jersey, JE4 8PX, Channel Islands
Tullett Prebon Money Brokerage
(Korea) Limited
Korea,
Republic of
6th Floor, Douzone Eulji Tower, 29 Eulji-ro, Jung-gu, Seoul, Korea
ICAP (Malaysia) Sdn. Bhd Malaysia 58.30% 802, 8th Floor, Block C, Kelana Square, 17 Jalan SS7/26, 47301
Petaling Jaya, Selangor Darul Ehsan, Malaysia
ICAP Bio Organic S. de RL de CV Mexico 50% Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500 D F
Mexico, Mexico
Plataforma Mexicana de Carbono S.
de R.L. de C.V.
Mexico 50% Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500 D F
Mexico, Mexico
SIF Agro S.A. De C.V. Mexico 50% Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500 D F
Mexico, Mexico
TP ICAP GROUP PLC Annual Report and Accounts 2022213
Additional information
Company name
Country of
incorporation Interest Registered office address
SIF ICAP Derivados, S.A. DE C.V. Mexico 50% Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500 D F
Mexico, Mexico
SIF ICAP Servicios, S.A. de C.V. Mexico 50% Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500 D F
Mexico, Mexico
SIF ICAP, S.A. de C.V. Mexico 50% Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500 D F
Mexico, Mexico
ICAP Energy AS, Netherlands Branch Operating in
the Netherlands
Vijzelstraat 68, office 109, 1017HL Amsterdam, the Netherlands
ICAP Holdings (Nederland) B.V. Netherlands Coengebouw - Suite 8.02, Kabelweg 37, Amsterdam, 1014 BA,
Netherlands
ICAP Latin American Holdings B.V. Netherlands Coengebouw - Suite 8.02, Kabelweg 37, Amsterdam, 1014 BA,
Netherlands
iSwap Euro B.V. Netherlands 50.10% Vijzelstraat 68, office 109, 1017HL Amsterdam, the Netherlands
Prebon Holdings B.V. Netherlands Coengebouw - Suite 8.02, Kabelweg 37, Amsterdam, 1014 BA,
Netherlands
TP ICAP (Europe) S.A., Netherlands
Branch
Operating in
the Netherlands
Vijzelstraat 68, office 109, 1017HL Amsterdam, the Netherlands
ICAP New Zealand Limited New Zealand Level 12, 36 Customhouse Quay, Wellington, 6000, New Zealand
ICAP African Brokers Limited Nigeria 66.30% Plot 1679, 4th Floor, African Re-Insurance Building, Karimu Kotun
Street, Victoria Island, Lagos State, Nigeria
ICAP Energy AS Norway Fantoftvegen 2, 5072 Bergen, Norway
TP ICAP (Europe) S.A., Norway Branch Operating in
Norway
Fantoftvegen 2, 5072 Bergen, Norway
Datos Técnicos, S.A. Peru 50% Pasaje Acuña 106 - Lima, Peru
ICAP Management Services Limited,
Philippine Branch
Operating in
Philippines
14th Floor, A.T. Yuchengco Centre, 26th and 25th Sts., Bonifacio South,
Bonifacio Global City, Fort Bonifacio, Taguig City, 1634, Philippines
ICAP Philippines Inc. (In liquidation) Philippines 99.90% 14th Floor, A.T. Yuchengco Centre, 26th and 25th Sts., Bonifacio South,
Bonifacio Global City, Fort Bonifacio, Taguig City, 1634, Philippines
Tullett Prebon (Philippines) Inc. Philippines 51% 14th Floor, A.T. Yuchengco Centre, 26th and 25th Sts., Bonifacio South,
Bonifacio Global City, Fort Bonifacio, Taguig City, 1634, Philippines
Tullett Prebon (Polska) S.A. Poland 00-684 Warszawa, ul. Wspólna 47/49, Poland
ICAP (Singapore) Pte. Ltd. Singapore 50 Raffles Place, #41-00, Singapore Land Tower, 048623, Singapore
ICAP Energy (Singapore) Pte Ltd Singapore 50 Raffles Place, #41-00, Singapore Land Tower, 048623, Singapore
Liquidnet Singapore Pte. Ltd. Singapore 50 Raffles Place, #41-00, Singapore Land Tower, 048623, Singapore
Noranda Investments Pte Ltd Singapore 50 Raffles Place, #41-00, Singapore Land Tower, 048623, Singapore
PVM (Singapore) Pte. Ltd. Singapore 50 Raffles Place, #41-00, Singapore Land Tower, 048623, Singapore
TP ICAP Holdings (Singapore) Pte. Ltd Singapore 50 Raffles Place, #41-00, Singapore Land Tower, 048623, Singapore
TP ICAP Management Services
(Singapore) Pte. Ltd
Singapore 50 Raffles Place, #41-00, Singapore Land Tower, 048623, Singapore
Tullett Prebon (Singapore) Limited Singapore 50 Raffles Place, #39-00, Singapore Land Tower, 048623, Singapore
Tullett Prebon Energy (Singapore) Pte.
Ltd.
Singapore 50 Raffles Place, #41-00, Singapore Land Tower, 048623, Singapore
Garban South Africa (Pty) Limited South Africa 66.30% 19 Impala Road, Block A GF, Chislehurston, Sandton, 2196, South
Africa
ICAP Broking Services South Africa
(Pty) Ltd
South Africa 66.30% 19 Impala Road, Block A GF, Chislehurston, Sandton, 2196, South
Africa
ICAP Holdings South Africa (Pty)
Limited
South Africa 66.30% 19 Impala Road, Block A GF, Chislehurston, Sandton, 2196, South
Africa
ICAP Securities South Africa
(Proprietary) Limited
South Africa 66.30% 19 Impala Road, Block A GF, Chislehurston, Sandton, 2196, South
Africa
Tullett Prebon South Africa (Pty)
Limited
South Africa 19 Impala Road, Block A GF, Chislehurston, Sandton, 2196, South
Africa
Corretaje e Informacion Monetaria y
de Divisas SA
Spain 21.47% Principe de Vergara nº 131, 3rd floor, 28002 Madrid, Spain.
Group undertakings
continued
TP ICAP GROUP PLC Annual Report and Accounts 2022214
Company name
Country of
incorporation Interest Registered office address
ICAP Energy AS, Spain Branch Operating in
Spain
Avenida de la vega 1 Edificio Veganova 2 Planta 5 Oficina Este 28108
Madrid
TP ICAP (Europe) S.A., Madrid Branch Operating in
Spain
Paseo de la Castellana, 95 Torre Europa Pl 10B, 28046 Madrid, Spain
Tullett Prebon (Europe) Limited,
Spanish Branch
Operating in
Spain
Paseo de la Castellana, 95 Torre Europa Pl 10B, 28046 Madrid, Spain
Cosmorex AG, in Liquidation Switzerland C/o Afrag AG, Dufourstrasse 58, Zweigniederlassung in Zollikon, 8702
Zollikon, Switzerland
TP ICAP Broking Limited, Geneva
Branch
Operating in
Switzerland
Quai de I’lle 13, Level 3, Geneva, CH-1204, Switzerland
ICAP Securities Co., Ltd. Thailand No. 55 Wave Place Building, 13th Floor, Wireless Road, Khwaeng
Lumpini, Khet Patumwan, Bangkok, 10330, Thailand
ICAP-AP (Thailand) Co., Ltd. Thailand No. 55 Wave Place Building, 13th Floor, Wireless Road, Khwaeng
Lumpini, Khet Patumwan, Bangkok, 10330, Thailand
Nextgen Holding Co., Ltd. Thailand 99.96% No. 55 Wave Place Building, 13th Floor, Wireless Road, Khwaeng
Lumpini, Khet Patumwan, Bangkok, 10330, Thailand
Altex-ATS Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ClearCompress Limited UK 10 Fleet Place, London, EC4M 7QS, England
Cleverpride Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Coex Partners Limited UK 10 Fleet Place, London, EC4M 7QS, England
Emsurge Limited UK 20% 1 Garrick Close, Hersham, Walton-On-Thames, KT12 5NY, England
Exco Bierbaum AP Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Exco International Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Exco Nominees Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Exco Overseas Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Garban Group Holdings Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Garban International UK 135 Bishopsgate, London, EC2M 3TP, England
Garban-Intercapital (2001) Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Garban-Intercapital US Investments
(Holdings) Limited
UK 135 Bishopsgate, London, EC2M 3TP, England
Garban-Intercapital US Investments
(No 1) Limited
UK 135 Bishopsgate, London, EC2M 3TP, England
Harlow (London) Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP America Investments Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Energy Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Europe Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Global Broking Finance Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Global Broking Investments UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Global Derivatives Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Holdings (Asia Pacific) Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Holdings (EMEA) Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Holdings (UK) Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Holdings Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Information Services Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Management Services Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP UK Investments No. 1 UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP UK Investments No. 2 UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Securities USA LLC, UK Branch Operating in UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP WCLK Limited UK 135 Bishopsgate, London, EC2M 3TP, England
iSwap Euro Limited UK 50.10% 135 Bishopsgate, London, EC2M 3TP, England
iSwap Euro B.V., UK Branch Operating in UK 50.10% 135 Bishopsgate, London, EC2M 3TP, England
iSwap Limited UK 50.10% 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP GROUP PLC Annual Report and Accounts 2022215
Additional information
Company name
Country of
incorporation Interest Registered office address
LCM Europe Limited UK 135 Bishopsgate, London, EC2M 3TP, England
LiquidityChain Limited UK 85% 10 Fleet Place, London, EC4M 7QS, England
Liquidnet Europe Ltd UK 135 Bishopsgate, London, EC2M 3TP, England
Liquidnet Technologies Europe Ltd UK 135 Bishopsgate, London, EC2M 3TP, England
Louis Capital Markets UK LLP UK 135 Bishopsgate, London, EC2M 3TP, England
Midcap Partners Limited UK 135 Bishopsgate, London, EC2M 3TP, England
OTAS Technologies Holdings Ltd UK 135 Bishopsgate, London, EC2M 3TP, England
Patshare Limited UK 50% 135 Bishopsgate, London, EC2M 3TP, England
Prebon Group Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Prebon Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Prebon Yamane International Limited UK 135 Bishopsgate, London, EC2M 3TP, England
PVM Oil Associates Ltd, UK Branch Operating in UK 135 Bishopsgate, London, EC2M 3TP, England
PVM Oil Futures Limited UK 135 Bishopsgate, London, EC2M 3TP, England
PVM Smart Learning Limited UK 50% 1 The Lockers, Bury Hill, Hemel Hempstead, HP1 1SR, England
Research Exchange Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Research Supply Co. Limited UK 135 Bishopsgate, London, EC2M 3TP, England
The Link Asset and Securities
Company Limited
UK 135 Bishopsgate, London, EC2M 3TP, England
TP Holdings Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP (Europe) S.A., UK Branch Operating in UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Asia Pacific Holdings Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Broking Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Dormant Co Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP EMEA Investments Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Finance plc * UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Global Markets Americas
LLC, UK Branch
Operating in UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Group Services Limited 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Latin America Holdings
Limited
UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Markets Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Tullett Prebon (Equities) Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Tullett Prebon (Europe) Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Tullett Prebon (No. 3) Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Tullett Prebon (UK) Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Tullett Prebon Administration Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Tullett Prebon Group Holdings Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Tullett Prebon Latin America Holdings
Limited
UK 135 Bishopsgate, London, EC2M 3TP, England
Tullett Prebon Pension Trustee Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Zodiac Seven Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP (Dubai) Limited United Arab
Emirates
Unit 107 & 108, Level 1, Gate Village Building 1, DIFC, PO Box 506787,
Dubai, UAE
Atlas Physical Grains, LLC US 211 E. 7th Street, Suite 620, Austin, Texas, 78701-3218, United States
Coex Partners Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Exco Noonan Pension LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
First Brokers Securities LLC US 40% 1209 Orange Street, Wilmington, Delaware, 19801, United States
ICAP Energy LLC US 421 West Main Street, Frankfort, Kentucky, 40601
ICAP Global Broking Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
ICAP Information Services Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
ICAP Media LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Group undertakings
continued
TP ICAP GROUP PLC Annual Report and Accounts 2022216
Company name
Country of
incorporation Interest Registered office address
ICAP Merger Company LLC US 80 State Street, Albany, New York, 12207, United States
ICAP North America Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
ICAP Securities USA LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
ICAP SEF (US) LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
ICAP Services North America LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
iSwap US Inc. US 50.10% 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Liquidnet Holdings, Inc. US 1209 Orange Street, Wilmington, Delaware, 19801, Kent County
Liquidnet, Inc. US 1209 Orange Street, Wilmington, Delaware, 19801, Kent County
Liquidnet, LLC US 1209 Orange Street, Wilmington, Delaware, 19801, Kent County
Louis Capital Markets LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
M.W. Marshall Inc. US 80 State Street, Albany, New York, 12207, United States
OTAS Technologies USA, LLC US 1209 Orange Street, Wilmington, Delaware, 19801, Kent County
Portend, LLC US 1209 Orange Street, Wilmington, Delaware, 19801, Kent County
Prattle Analytics, LLC US 1209 Orange Street, Wilmington, Delaware, 19801, Kent County
PVM Futures Inc. US Princeton South Corporate Center, Suite 160, 100 Charles Ewing Blvd,
Ewing, New Jersey, 08628, United States
PVM Oil Associates Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
PVM Petroleum Markets LLC US 211 E. 7th Street, Suite 620, Austin, Texas, 78701-3218, United States
Quiet Signal, Inc US 1209 Orange Street, Wilmington, Delaware, 19801, Kent County
Revelation Holdings, Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
SCS Energy Corp. US 80 State Street, Albany, New York, 12207, United States
TP ICAP Americas Holdings Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
TP ICAP Global Markets Americas LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
tpSEF Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Tullett Prebon Americas Corp. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Tullett Prebon Financial Services LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Tullett Prebon Information Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Wrightson ICAP LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
* Directly held.
TP ICAP GROUP PLC Annual Report and Accounts 2022217
Additional information
Appendix – Alternative Performance Measures
Alternative performance measures (‘APMs’) are complementary to measures defined within International Financial Reporting Standards
(‘IFRS’) and are used by management to explain the Group’s business performance and financial position. They include common industry
metrics, as well as measures which management and the Board consider are useful to enhance the understanding of its performance and
allow meaningful comparisons between periods and Business Segments. The APMs reported are monitored consistently by the Group
to manage performance on a monthly basis.
APMs are defined below. Commentary and outlook based on these APMs considered important in measuring the delivery of the Group’s
strategic priorities that can be found on pages 20 to 35 of the Annual Report. Detailed reconciliations of APMs to their nearest IFRS Income
Statement equivalents and adjusted APMs can be found in this section, if not readily identifiable from the Annual Report.
The APMs the Group uses are:
Term Definition
Adjusted EBIT Earnings before net interest, tax significant items and share of equity accounted investments’
profit after tax. Used interchangeably with adjusted operating profit.
Adjusted EBIT margin Adjusted EBIT margin is adjusted EBIT expressed as a percentage of reported revenue and is
calculated by dividing adjusted EBIT by reported revenue for the year.
Adjusted EBITDA Earnings before net interest, tax, depreciation, amortisation of intangible assets, significant
items and share of equity accounted investments’ profit after tax.
Adjusted performance Measure of performance excluding the impact of significant items.
Constant Currency Comparison of current year results with the prior year will be impacted by movements
in foreign exchange rates versus GBP, the Group’s presentation currency. In order to present
a better comparison of underlying performance in the period, the Group retranslates foreign
denominated prior year results at current year exchange rates.
Contribution Contribution represents revenue less the direct costs of generating that revenue. Contribution
is calculated as the sum of Broking contribution and Parameta Solutions contribution.
Contribution margin Contribution margin is contribution expressed as a percentage of reported revenue and is
calculated by dividing contribution by reported revenue.
Divisional contribution Represents Divisional revenues less Divisional front office costs, inclusive of the revenue and
front office costs internally generated between Global Broking, Energy & Commodities and
Parameta Solutions.
Divisional contribution margin Divisional contribution margin is Divisional contribution expressed as a percentage of
Divisional revenue and is calculated by dividing Divisional contribution by Divisional revenue.
Earnings Used interchangeably with Profit for the year.
EBIT Earnings before net interest and tax.
EBITDA Earnings before net interest, tax, depreciation, amortisation of intangible assets and share
of equity accounted investments’ profit after tax.
Significant Items Items that distort year-on-year comparisons, which are excluded in order to improve
predictability and understanding of the underlying trends of the business, to arrive at adjusted
operating and profit measures.
TP ICAP GROUP PLC Annual Report and Accounts 2022218
A1. Operating costs by type
2022
IFRS
Reported
£m
Significant
Items
£m
Adjusted
£m
Allocated as
Front Office
£m
Allocated as
Support
£m
Employment costs 1,320 (24) 1,296 1,028 268
General and administrative expenses 506 (32) 4 74 324 150
1,826 (56) 1,770 1,352 418
Depreciation and impairment of PPE and ROUA 58 (9) 49 – 49
Amortisation and impairment of intangible assets 98 (65) 33 – 33
Impairment of other assets – – – – –
1,982 (130) 1,852 1,352 500
2021
IFRS
Reported
£m
Significant
Items
£m
Adjusted
£m
Allocated as Front
Office
£m
Allocated as
Support
£m
Employment costs 1,152 (12) 1,140 914 226
General and administrative expenses 476 (56) 420 249 171
1,628 (68) 1,560 1,163 397
Depreciation and impairment of PPE and ROUA 68 (16) 52 – 52
Amortisation and impairment of intangible assets 82 (52) 30 – 30
Impairment of other assets – – – – –
1,778 (136) 1,642 1,163 479
A2. Adjusted earnings per share
The earnings used in the calculation of adjusted earnings per share are set out below:
2022
£m
2021
£m
Adjusted profit for the year (Note 4) 197 151
Non-controlling interest (3) (3)
Adjusted earnings 194 148
Weighted average number of shares for Basic EPS (Note 11) 779.1 759.3
Adjusted Basic EPS 24.9p 19.5p
Weighted average number of shares for Diluted EPS (Note 11) 790.6 768.2
Adjusted Diluted EPS 24.5p 19.3p
A3. Adjusted EBITDA and Contribution
2022
£m
2021
£m
Adjusted EBIT (Note 4) 275 233
Add: Depreciation of PPE and ROUA (Note 5 and A1 above) 49 52
Add: Amortisation of intangibles (Note 5 and A1 above) 33 30
Adjusted EBITDA 357 315
Less: Operating income (Note 6) (30) (10)
Add: Operating income reported as significant items (Note 4) 18 –
Add: Management and support costs (A1) 418 397
Contribution 763 702
TP ICAP GROUP PLC Annual Report and Accounts 2022219
Additional information
Glossary
AGM
Annual General Meeting
AMF
Autorité des marchés financiers
APAC
Asia Pacific
API
Application Programme
Interface
BEIS
UK government Department
for Business, Energy & Industrial
Strategy
Board
The Board of Directors
of TP ICAP Group plc
BRC
TP ICAP Group plc Board Risk
Committee
CAGR
Compound Annual Growth Rate
CAPEX
Capital expenditure
CCP
Central counterparty
clearing house
CGU
Cash-Generating Unit
CLOB
Central Limit Order Books
Code
The UK Corporate Governance
Code 2018
COEX
Coex Partners Limited
and its subsidiaries
Company
TP ICAP Group plc
COO
Chief Operating Officer
CRD IV
Capital Requirements Directive
CREST
Certificateless Registry for
Electronic Share Transfer
Deloitte
Deloitte LLP
DRIP
Dividend Reinvestment Plan
EBITDA
Earnings before interest, tax,
depreciation and amortisation
EMEA
Europe, Middle East and Africa
EPS
Earnings per Share
ERMF
Enterprise Risk Management
Framework
ESG
Environmental, Social,
and Governance
EU
European Union
FCA
Financial Conduct Authority
FRC
Financial Reporting Council
FX
Foreign Exchange
Governance Manual
TP ICAP’s Group
Governance Manual
GRCGC
Group Risk, Conduct, and
Governance Committee
Group
From 26 February 2021 TP ICAP
Group plc and its subsidiaries
HMRC
His Majesty’s Revenue
& Customs
HR
Human Resources
IAS
International Accounting
Standards
ICAP
ICAP Global Broking
and Information Business,
acquired by TP ICAP plc
on 30 December 2016
IFR/IFD
Investment Firm Regulation
and Investment Firm Directive
IFPR
Investment Firms
Prudential Regime
IFRS
International Financial
Reporting Standard
IRS
Internal Revenue Service
ISDA
International Swaps and
Derivatives Association
Jersey
Jersey, Channel Islands
JFSC
Jersey Financial Services
Commission
KPI
Key Performance Indicator
Liquidnet
Liquidnet Holdings, Inc.
and subsidiaries
LCM
Louis Capital Markets UK LLP
LIBOR
London Inter-Bank Offered Rate
LTIP
Long-Term Incentive Plan
LTIS
Long-Term Incentive Scheme
MiFID II
Markets in Financial
Instruments Directive
OPEX
Operating expenditure
OTC
Over the Counter
Pillar 1
Minimum capital requirements
under CRD IV
Pillar 2
Supervisory review
requirements under CRD IV
Pillar 3
Disclosure requirements
under CRD IV
PVM
PVM Oil Associates Ltd
and its subsidiaries
RCF
Revolving Credit Facility
RFQ
Request for Quotes
RoE
Return on Equity
SEF
Swap Execution Facility
TCFD
Task Force on Climate-related
Financial Disclosures
TRACE
Trade Reporting And
Compliance Engine
TSR
Total Shareholder Return
UK
United Kingdom
US/USA
United States of America
USD/US$
US Dollars
US GAAP
US Generally Accepted
Accounting Principles
VAT
Value Added Tax
VIU
Value in use
TP ICAP GROUP PLC Annual Report and Accounts 2022220
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TP ICAP Group plc
Registered office
UK and EMEA Headquarters
135 Bishopsgate
London
EC2M 3TP
United Kingdom
www.tpicap.com