Annual Report and Accounts 2024
Connecting clients.
Creating value.
Overview
IFC TP ICAP at a glance
1 2024 highlights
2 Chair’s statement
6 ChiefExecutiveOfficer’sreview
Strategic report
14 Market trends
16 Our strategy
20 Our business model
22 Key performance indicators
24 Sustainability
42 Financialandoperatingreview
54 Stakeholder engagement
58 Viability statement and going
concern
59 Principal risks and uncertainties
64 Task Force on Climate-related
Financial Disclosures (‘TCFD’)
Governance report
76 Governance at a glance
78 BoardChair’sgovernanceletter
80 Board of Directors
84 CompliancewiththeCode
86 Corporate governance report
96 Report of the Nominations &
GovernanceCommittee
102 ReportoftheAuditCommittee
108 ReportoftheRiskCommittee
112 Report of the Remuneration
Committee
142 Directors’ report
145 Statement of Directors’
responsibilities
Financial statements
146 Independent Auditor’s Report to
the members of TP ICAP Group plc
153 Consolidated Income Statement
154 Consolidated Statement of
Comprehensive Income
155 Consolidated Balance Sheet
156 Consolidated Statement of
Changes in Equity
157 ConsolidatedCashFlow
Statement
158 Notes to the Consolidated
Financial Statements
Additional information
209 TP ICAP Group plc shareholder
information
211 Group undertakings
216 Appendix – Alternative
Performance Measures
218 Glossary
Connecting clients Creating value
TP ICAP at a glance
Our investment proposition
#1
We are the world’s:
> #1 OTC liquidity venue
> #1 Inter-dealer broker
> #1 OTC energy and
commodities broker
> #1 Provider of OTC
market data
28
Countries around
the world
5,300
Employees
Including c.2,600 brokers
Revenue
2024 2,253
2023
2,191
£2,253m
Basic EPS
2024 22.1
2023 9.5(restated
1
)
22.1p
Final dividend
Final dividend of 11.3 pence per share
recommended for 2024, and payable to
shareholders on 23 May 2025.
Who we connect
Banks | Asset Managers | Hedge Funds |
Corporates | Trading Houses |
Market Makers
How we connect
Voice | Electronic | Hybrid
Connection coverage
Rates | FX | Credit | Equities | Oil | Gas |
Power | Renewables | Digital Assets
Connection creates strength
We connect clients through our four business divisions
Global Broking
World’s largest
inter-dealer broker
Energy & Commodities
World’s leading OTC energy
and commodities broker
Liquidnet
Multi-asset, technology-led,
agency execution specialist
Parameta Solutions
A world-leading provider of
OTC market data solutions
> Tullett Prebon and ICAP
generally #1 or #2 in every
product where they do
business
> Brands compete to provide
diverse liquidity pools and
best service to clients
Awards
> ‘Global Inter-dealer Broker
of the Year’ Global Capital
> ‘World’s Best FX Broker’
Euromoney
> Comprehensive product
coverage across all actively
traded markets: Financial |
Physical | Advisory
> Execution and liquidity
delivered through ICAP,
Tullett Prebon, and PVM,
the world’s leading oil
broker
> Our brokers add value
across the trade life cycle:
canvassing the market for
expressions of interest,
intelligence gathering,
negotiation, execution, and
post-transaction processing
Awards
> Tullett Prebon –
‘Commodities Broker of the
Year’ Energy Risk
> Leading electronic trading
network
> Dark/block equities trading
specialist
> Global average equities
daily liquidity of US$93bn
1
> 1,000+ buy-side clients,
collectively managing
US$26tn in equity assets
> Developing multi-asset and
electronic Listed Derivatives
offerings
> Global footprint
Awards
> ‘Best Crossing Network
Provider’ Waters Rankings
> ‘Outstanding Dark Trading
Venue’ European Leaders in
Trading Awards
> ‘Best Dark Pool Capabilities’
US Leaders in Trading
Awards
> ‘Best Provider – Large
Clients’ US Leaders in
Trading Awards
> 800k+ instruments,
leveraging TP ICAP’s
proprietary trade data, and
third-party data
> 700+ data feeds
> Millions of records across
asset classes
> ~1,100 clients
1 Data is as at 30 June 2024, sourced
from Liquidnet internal data.
Profit before tax
2024 214
2023
96(restated
1
)
£214m
Operating profit (EBIT) margin
2
2024 10.5
2023
5.7
(restated
1
)
10.5%
Total dividend
Total dividend for the year of 16.1 pence per
share (2023: 14.8p), an increase of 9%.
Carbon emissions
Reduced Scope 1 and 2 carbon emissions
by 27% from 2023.
-27%
Clients
Through our talent and technology,
we connect clients to superior liquidity
and data solutions.
Regulators
Strong governance and oversight;
building trust through regular,
open dialogue.
Our stakeholders
Our stakeholders are integral to the success of the Company.
We are committed to creating sustainable value and mutually beneficial outcomes.
s
Market-leading position,
deep liquidity, unique data
> #1 market positions for Global
Broking, Energy & Commodities,
and Parameta Solutions
> World-leading provider of
over-the-counter (‘OTC’) liquidity,
data, and data-led solutions
> Liquidnet: a world-leading, global,
multi-asset buy-side network
01
Diversification through
new business opportunities
> Track record of creating new
scale businesses, such as
Parameta Solutions
> Well positioned for future growth
opportunities, such as the energy
transition, digital assets, and
Dealer-to-Client (‘D2C’) trading
04
ESG ratings
Improved MSCI ESG rating from A to AA.
MSCI ‘AA’
rated
Diversified revenue base,
strong geographical presence
> Well diversified business model:
~63% of revenue generated outside
the UK and denominated in US$
> Present in key markets across
60 offices in 28 countries
02
Major value opportunity
> Parameta Solutions: a substantial
data and analytics business
> 97% subscription-based revenues
> 98% client renewal rate
> Focused on a potential US listing of
a minority stake in the business, as
early as Q2 2025
05
2024 financial highlights
Highly cash generative
> High profit to cash conversion
across the business
> Group cash conversion: 144%
(2023: 124%)
> Average cash conversion ratio of
141% over the past three years
03
Dynamic capital management
> ~£100m debt/financing
obligations paydown; leverage
ratio decreased from 1.9x to 1.6x
> As of 11 March 2025, £120m of
share buybacks completed/
announced in c.18 months
> Clear dividend policy: 50% payout
of adjusted post-tax earnings
> At least £50m cash release
targeted through legal entity
consolidation by 2027
> Focus on productivity, contribution,
and balance sheet optimisation
expected to generate substantial
cash in the medium term in
addition to £50m targeted through
legal entity consolidation
06
ICAP Charity Day
ICAP’s 32
nd
annual charity day raised
£5.2m.
£173m
raised since 1993
Sustainability highlights
Operating profit (EBIT)
2024 236
2023
125(restated
1
)
£236m
Dividend payment
Dividend policy targets dividend cover
of c.2x on adjusted post-tax earnings
(50% payout ratio). Typically based on a
payout range of 30 to 40% of half-year
adjusted post-tax earnings with the
balance paid in the final dividend.
Read more
about our stakeholders on pages 54 to 57.
Read more
about Sustainability on pages 24 to 41.
Read more
about our strategy on pages 16 to 19.
Employees
Attracting, nurturing, retaining and
rewarding employees by making
TP ICAP a great place to work.
Suppliers and business partners
Working with suppliers to
build sustained partnerships.
Shareholders
Long-term value creation
and sustainable returns.
Communities and environment
Making a positive impact on the
environment by reducing our
consumption of natural resources.
£113m
1 2023 reported EBIT restated to £125m from
£128m to reflect reclassification of foreign
exchange gains on non-GBP borrowing and
related derivatives to net finance expenses.
2 For more information on APMs see page 216.
11.3p +13% 16.1p +9%
TP ICAP GROUP PLC Annual Report and Accounts 20241
Overview
Chair’s statement
Dear fellow shareholder
2024 was a strong year for our Group.
Your Board focused on three key areas: (a) advancing the
strategies of our major businesses, (b) areas of oversight and
review, and (c) our Board and senior management composition
and capability. More detail on the Board’s activities can be
found on pages 78 and 79.
Before covering these topics, I will summarise our performance,
including the market backdrop. We delivered record profits in
2024, building on last year’s performance. All four divisions
showed good trading momentum, underpinned by buoyant
market conditions.
A key strategic focus has been building a more diversified Group,
broadening our client base, moving into different asset classes
and geographies, and delivering more non-broking revenue
and profits. This strategy is yielding results. Adjusted EBIT
from Liquidnet and Parameta Solutions accounted for
42% of Group adjusted EBIT, compared to 29% in 2023.
Our diversified businesses provide the Group with high-quality,
less volatile earnings.
Market conditions are key. Ongoing geopolitical and
macroeconomic uncertainty drives volatility, which is supportive
for Global Broking and Energy & Commodities (‘E&C’), while
interest rate reductions are generally positive for Liquidnet.
Parameta Solutions is well placed to leverage the substantial
demand for financial markets data
1
.
We delivered a 5%
2
increase in Group revenue (+3% in reported
currency), building on last year’s performance. Group adjusted
EBIT of £324m rose 13%
2
, a record performance (+9% in reported
currency). Group reported EBIT rose 89% to £236m (2023
restated: £125m
3
). In accordance with our dividend policy, a 50%
payout ratio of adjusted post-tax earnings for the year as a
whole, the Board is recommending a final dividend of 11.3 pence
per share. This brings the total dividend for the year to 16.1
pence per share, 9% ahead of 2023.
Read more
Appendix – Alternative Performance
Measures on page 216.
Chair’s statement
We delivered a record
performance in 2024. All
divisions traded well,
underlining the broad,
diversified nature of the
Group, and the continued
delivery of our strategy.
“ The Group continues to execute
its strategic priorities at pace.
Our focus is on connecting clients,
and creating sustainable value
for shareholders. We are well
positioned to do so.”
Reported EBIT margin
10.5%
Adjusted EBIT margin
4
14.4%
Total dividend per share
4
16.1p
1 Source: Burton Taylor Consulting, Financial Market Data/Analysis Global Share
& Segment Sizing 2024.
2 In constant currency.
3 2023 reported EBIT restated to £125m from £128m to reflect reclassification of
FX gains on non-GBP borrowing and related derivatives to net finance expense
(adjusted EBIT restated to £299m from £300m).
4 Refer to appendix – Alternative Performance Measures on page 216.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 20242 3
Overview
Chair’s statement continued
Development of key businesses
The Board focused on the strategic development of our key
businesses, especially Global Broking and Liquidnet.
Liquidnet
Liquidnet delivered a major turnaround in profitability. We
enhanced the division’s operational leverage by right-sizing the
cost base and diversifying the core equities franchise. The leaner
cost base, and more diversified portfolio, alongside the rebound in
the markets, have been very advantageous to us. It is pleasing to
see the significant growth in market share, which is covered by our
CEO on page 8.
Global Broking
Global Broking accounts for 57% of our total revenue (2023: 57%)
and is our largest division. In December, we announced a major
strategic collaboration with Amazon Web Services (‘AWS’) to
streamline our technology infrastructure. This multi-faceted
agreement will enable us to accelerate the development of Fusion,
our market-leading platform, by more than halving new product
development times, and nearly doubling our IT workload on
the Cloud.
Key review areas
Your Board spent a substantial amount of time on some key
strategic areas, notably: (a) strategic options for Parameta
Solutions, and (b) capital management.
Parameta Solutions
Strategic developments
A key focus is to maximise the value of our strategic assets.
As we announced last year, the Group is progressing options in
relation to Parameta Solutions. We are focused on a listing in the
United States (‘US’), with the Group maintaining a long-term
majority stake. If we proceed, the potential listing could occur as
early as the second quarter of 2025.
Our rationale for a potential listing, while keeping other strategic
options open, includes establishing a potential baseline value for
the business. We know from our extensive engagement with many
of our shareholders who actively manage their portfolios, that this
is an important consideration. A minority listing would also have
the advantage of ensuring that the majority of any potential future
upside would indirectly accrue to TP ICAP shareholders. Again, we
know this is important to them. In addition, a listing could enable
Parameta Solutions to invest to grow, by accessing financial
resources beyond those available to us. From a commercial
perspective, comprehensive, exclusive long-term agreements would
underpin the relationship between our broking businesses and
Parameta Solutions. Parameta Solutions would also have an
opportunity to grow even further by obtaining access to data from
other market participants.
Your senior management and Board
Turning to matters related to your senior management and Board.
We are enhancing our management bench strength as we
transform the Group.
Silvina Aldeco-Martinez was appointed CEO of Parameta Solutions
in March. Silvina joined from PitchBook Data, a Morningstar
division, where she was CEO of Leveraged Commentary and Data.
Chantal Wessels was appointed CFO of Parameta Solutions in
September, having previously held senior roles at Nasdaq and
Thomson Reuters.
In E&C, David Silbert joined us to lead our US business having
previously been Global Head of Commodities at Deutsche Bank,
and CEO of Trailstone Group. Joachim Emanuelsson, a founding
partner at SGB, the leading environmental markets brokerage, is
now heading up our EMEA franchise. Tom Fox-Hughes has been
promoted to CEO of APAC, following almost three years as
Commercial Manager for the region, based in Singapore.
During the year, Tracy Clarke, Chair of the Remuneration
Committee, and I engaged with a large number of our shareholders
on the topic of Executive Director remuneration. After taking their
feedback into account, we will be seeking shareholder support for
our proposed approach for the new policy that will be brought for
approval at our AGM in May 2025.
Capability and diversity
In total, 40% of our Board are female, in line with the targets
arising from the FCA’s Listing Rules. We also have at least one
woman in a senior Board position, and at least one Board member
from a minority ethnic background.
We are focused on improving the diversity profile of our senior
management, where we have made progress, with more to do.
We are making progress with our efforts to better understand our
employee demographics. This year, we launched ‘Count Me In’,
a campaign enabling staff to self-disclose their diversity data.
These new insights into the make-up of our workforce will help us
to tailor programmes, benefits, and support mechanisms to meet
specific needs.
In relation to the potential location for any listing, the US is our
focus for a number of reasons. Firstly, business model: 93% of
Parameta’s revenues are USD-denominated. Secondly, liquidity: the
US has the deepest and most liquid market globally. Thirdly, market
fit: most of Parameta’s quoted peers are based in the US, and it has
a well-developed ecosystem of specialist investors and analysts.
Business developments
We continue to invest in Parameta and are pursuing a three-
pronged strategy to grow the business. Firstly, distributing through
more third parties and direct delivery. Secondly, launching new
products in areas like Evidential Data Solutions, OTC Indices
and Energy & Commodities. Thirdly, targeting more buy-side
clients, including asset managers, global macro hedge funds
and corporates.
The opportunities in the large, and growing
5
, financial data market
are significant. Growth factors include more complex regulation,
which increases the need for market participants to adhere to
capital and reporting standards, an increasing need for trade
surveillance, and a growing use of benchmarks and indices. Across
the vast and complex OTC marketplace, our data solutions help
participants with challenges ranging from price discovery to
regulatory compliance.
Dynamic capital management
We are investing in the business: broker recruitment, Fusion,
Liquidnet, and Parameta Solutions. In addition, we are giving back
more cash to shareholders, having returned £90m in buybacks in
c.18 months, and announced the commencement of a fourth £30m
programme. Our dividend per share has also grown by 30% in the
past two years. Shareholders value this combination of dividend
growth and capital returns, alongside our continued focus on
reducing our debt.
In the medium term, through our focus on productivity, contribution
and balance sheet optimisation, we expect to generate substantial
cash organically. We are committed to investing in the business and
sharing surplus cash with our shareholders.
An update on the surplus cash to be made available to shareholders
over time will be presented at our Interim Results, on 6 August 2025.
This surplus cash will be in addition to the previously announced
£50m (legal entity consolidation). We would expect to return most
of the proceeds from the potential Parameta Solutions listing to
TP ICAP shareholders and, in addition, no impact is expected on
the Group’s dividend policy, in the event Parameta is listed.
Conclusion and looking ahead
The Group continues to execute its strategic priorities at pace.
Our focus is on connecting clients, and creating sustainable value
for shareholders. We are well positioned to do so.
Finally, on behalf of the Board, I want to extend our thanks to our
colleagues for their hard work and commitment in 2024. I would
also like to thank our stakeholders, including our shareholders,
for their continued support. I, and the Board, look forward to
welcoming shareholders to our AGM in London, on 14 May 2025.
Richard Berliand
Board Chair
11 March 2025
5 Source: Burton Taylor Consulting, Financial Market Data/Analysis Global Share &
Segment Sizing 2024.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 20244 5
Overview
Chief Executive Officer’s review
Introduction
Our objective is to deliver sustainable shareholder value.
We do so through leveraging our strong franchises and
delivering our strategy: diversification, dynamic capital
management, and transformation.
We are making good progress delivering our strategy: record
profits, a strong, broad-based performance across the Group,
surplus cash being returned to shareholders, and a range of
major initiatives in place to generate more shareholder value.
Now is an appropriate time to review our progress in 2024,
including how we have furthered the delivery of our
strategic agenda.
Delivering in 2024
Market developments
Interest rates in Western countries remained at higher levels than
many market commentators expected. Stubborn inflation,
particularly services-related, is influencing the approach taken
by central banks. The UK only cut rates twice in 2024 after they
had moved up to a 16-year high. Bond yields in many Western
countries have increased: the markets are taking stock of the
significant increase in bond issuance to fund higher public
debt levels. Movements in interest rates, and bond yields,
are an important driver of activity for Rates, our largest
Global Broking franchise.
2024 was the election year par excellence. Elections were held in
countries accounting for roughly 49% of the world’s entire
population
1
. While we won’t see this level of electoral activity in
2025, or the associated market volatility, there is a growing view
that volatility per se is becoming more embedded. The UK
regulator has noted that market events that might have occurred
just once in a decade are now happening more frequently.
‘Predictable volatility’, as it has been termed, is a trend to be
closely monitored; it may, in some circumstances but not all, be
beneficial to our broking businesses.
Several forces – geopolitical pressures, demand for Oil and Gas,
and the Energy Transition – are driving profound change in the
energy sector. The International Energy Agency believes we are
moving towards the ‘age of electricity’. Oil and Gas demand will
only moderate after 2030, and then not by a great deal
2
.
Demand for critical metals, a key facilitator of the move to more
electricity, could double by 2030
2
. Our Energy & Commodities
(‘E&C’) division has launched a Battery Metals desk, led by the
leading broker in this sector.
CEO review
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.
Revenue
£2,253m
Adjusted EBIT
12
£324m
Reported EBIT
£236m
“ We are making good progress
delivering our strategy: record profits,
a strong, broad-based performance
across the Group, surplus cash being
returned to shareholders, and a range
of major initiatives in place to
generate more shareholder value.”
1 Source: TIME Magazine, The Ultimate Election Year: All the Elections Around the
World in 2024.
2 Source: International Energy Agency (‘IEA’), World Energy Outlook, October 2024.
3 Source: Bank of America Global Fund Manager Survey.
4 Source: McLagan data, comparing Q3 2024 YTD with Q3 2023 YTD.
5 Source: Burton Taylor Consulting, Financial Market Data/Analysis Global Share &
Segment Sizing 2024.
2024 was a much better year for equities – a pleasing
development for Liquidnet. Following the US Presidential
Election, November was the biggest month for inflows into US
equity funds since 2000
3
. The institutional commission wallet is
growing: global commissions were up 11%
4
in September year-to-
date. Uncertainty around interest rates, and the impact of other
US policies like tariffs, will be important drivers for equity
markets in 2025.
Demand for financial markets data is substantial and projected
to grow
5
. Drivers include the need for financial institutions to
underpin their decision-making and risk systems, with high-
quality, insightful data. Annual global spend on financial
markets data reached a record $42bn in 2023
5
; asset
management and fixed income are the main sectors expected to
drive growth in the short term
5
.
Read more about our market trends on pages 14 and 15.
Read more
Appendix – Alternative Performance
Measures on page 216.
TP ICAP GROUP PLC Annual Report and Accounts 20247
Overview
TP ICAP GROUP PLC Annual Report and Accounts 20246
Chief Executive Officer’s review continued
Business performance
Group revenues increased by 5%
6
, building on last year’s
performance.
Global Broking revenue was up 4%, including a particularly strong
second-half (+7%). We maintained our market-leading position,
and leveraged Fusion.
Liquidnet’s turnaround gathered pace: revenues were up a record
15%. Equities, the biggest part of the division, increased revenues
by 18%; at the Multi-Asset Agency Brokerage
7
revenues were up
10%. Parameta Solutions delivered an 8% increase in revenues.
Following an exceptionally strong 2023, when E&C grew revenues
by 18%, growth came in this year at 2%. The division has
increased revenues by 22% in two years, underlining the strength
of its franchise.
All our divisions are market leaders. Parameta, with an estimated
70%
8
market share of the OTC data market, has a business model
distinguished by 97% subscription revenue and very high client
renewal rates (98%). Liquidnet has recorded revenue growth for
seven consecutive quarters in its key Equities business. The business
ranked number one by market share (up 11%) in the EMEA 5x LIS
(‘Large-in-Scale’) segment
9
, and number two (up 15%) in the US
Agency Alternative Trading Systems (‘ATS’) market
10
.
Recordprofits,substantialcontributionfromnon-broking
businesses,tightcostmanagement
The Group adjusted EBIT
12
margin increased to 14.4% (2023:
13.5%
11
). Adjusted EBIT was up by 12%, or 8% in reported currency,
to £324m, a record for the Group. Reported EBIT, including
significant items, grew by 89% to £236m (2023 restated: £125m
13
).
Three key factors drove the increase in our profits: revenue growth,
continued tight cost control, and the Liquidnet turnaround. Group
management and support costs were flat, despite inflation, and
ongoing investment. Liquidnet recorded a substantial increase in
profitability driven by market share gains, enhanced operational
gearing, and growing revenues. The division contributed £53m of
adjusted EBIT for the year (2023: £9m
11
), or 16% of Group adjusted
EBIT. Our non-broking businesses accounted for 42% of adjusted
EBIT (2023: 29%).
Business developments
The financial data market is large and projected to grow
14
.
We believe that greater regulatory complexity, and the increasing
use by clients of benchmarks and indices, may also drive the
development of this market.
Parameta Solutions has a clear strategy. Firstly, it is enhancing its
distribution. About 78% of the division’s 2024 revenue originates
from third-party channels; an increasing proportion (22%) is being
generated from direct channels like the cloud and industry standard
feeds. Initiatives include Fusion Connect, the newest direct delivery
channel. Secondly, Parameta is providing more innovative
offerings: evidential data solutions, indices etc. They already
account for 10% of the division’s overall revenues. In addition,
new data sets are being packaged and monetised, including
the break-even Inflation Swap Index series, iron ore, and US oil.
Finally, the business is winning more buy-side clients by enlarging
the salesforce and leveraging a more focused account
management structure.
Parameta Solutions offers its clients 35 years of data underpinned
by long-term, exclusive Market Data Licensing Agreements with
both Global Broking and E&C.
Liquidnet
Liquidnet, a multi-asset, agency execution specialist operating in
57 equity markets, provides the Group with client (buy-side) and
product diversification (Cash Equities). The division is focused on
enhancing its operational leverage, diversifying the core equity
franchise, and developing its fast-growing Multi-Asset Agency
Brokerage business.
Greaterprofitabilitydrivenbyenhancedoperationalleverageand
market share gains
Liquidnet’s adjusted EBIT margin increased from 2.9% in 2023 to
15.0% in 2024, driven by more cost reduction, substantial revenue
growth, and significant market share gains.
We have reshaped the business: a 14% reduction in management
and support costs in 2024 brings the total reduction over the past
two years to 31%. We took advantage of that leaner cost base,
alongside better market conditions, to deliver record revenues,
including a strong performance by Equities, the biggest part of
the division.
Enhancing the Equities franchise
Liquidnet is diversifying its Equities proposition. This means
leveraging the market-leading block trading and dark pool equities
franchise to expand in algorithmic and programme trading.
We completed the largest ever Dark Pool trade in Europe, followed
by a record block trade in Hong Kong.
The average cash weightings held by institutions in 2024 fell to their
lowest level since 2001
15
. Against that backdrop, we launched new,
innovative products: Superblock, a solution for clients who wish to
trade exceptionally large, illiquid blocks in a controlled
environment; SmartDark, an algorithm to help traders execute
larger trades with better price stability.
Diversification delivering
Parameta Solutions
Strategic developments
Maximising the value of our strategic assets is a key priority.
As previously announced, we are progressing strategic options in
relation to Parameta Solutions.
Our focus is a potential listing in the United States (‘US’), with the
Group maintaining a long-term majority stake. Should we proceed,
the potential listing could occur as early as Q2 2025. There is, of
course, no certainty about a listing, or its location.
The rationale for a possible listing, while keeping other value
recognition options open, includes the potential to establish a
baseline value for our shareholders now. We know from our
engagement with many of our shareholders who actively manage
their portfolios that this is a key factor. A minority listing would
also mean that the majority of any potential future upside
would indirectly accrue to TP ICAP shareholders – another
key consideration.
A listing could enable Parameta Solutions to invest to grow, both
organically and inorganically, through access to financial resources
beyond those available to the Group, with our shareholders
indirectly participating in any such growth. Comprehensive,
exclusive, long-term agreements would underpin the close
relationship between our broking businesses and Parameta
Solutions, providing us with a valuable annual cash income stream.
Our intention, which will be finalised in due course, is for the term of
these agreements to be 30 years. Finally, we believe Parameta
Solutions would have another meaningful opportunity to grow by
obtaining access to data from other OTC market participants.
Turning to the potential location for any listing, for several reasons
our focus is on the US. Firstly, business model. While Parameta is a
global business, its business model is US-oriented: approximately
93% of its revenues are USD-denominated. Secondly, liquidity: the
US has the deepest, most liquid public markets. Thirdly, market fit.
The US is home to many of Parameta’s quoted peers and a greater
concentration of relevant research analysts.
We will update on our progress in relation to Parameta Solutions, as
and when appropriate, to the extent that we are able to do so
within the applicable legal constraints.
Building the Multi-Asset Agency Brokerage business
Multi-Asset (non-cash equity) is a significant, and growing, market
segment, especially for hedge funds. Barclays Research estimates
that Multi-Asset funds have grown annually by about 19%
compared to 3% for hedge funds. Liquidnet capitalised on this
trend, launching a new single-desk proposition providing multi-
asset liquidity from across the Group, and bespoke trading tools.
Revenues at the Multi-Asset Agency business are up 22% in two
years, and now account for 42% of the division’s overall revenue
base. We see more opportunities to grow through a follow-the-sun
model, and leveraging our extensive geographical footprint.
Energy & Commodities (‘E&C’)
Profoundchangeunderway
The energy sector is going through profound change. As the
pre-eminent OTC energy broker, we expect to benefit by (a)
growing our current main businesses (Oil, Power, and Gas), (b)
growing Energy Transition products like renewables and (c)
monetising data in conjunction with Parameta Solutions.
The scale of the changes is exemplified by two key points. Global
Liquefied Natural Gas (‘LNG’) capacity, a key transition fuel, is by
2030 expected to grow by 50%
16
, a substantial increase. Global
electricity use is forecast, over the next ten years, to grow each year
by the equivalent of Japan’s annual demand
16
, the fourth largest
economy in the world.
Our brokers, who provide the full suite of products, are well
equipped to assist their clients through these major changes.
We announced a major agreement with Amazon Web Services
(‘AWS’) to (a) co-develop sustainability-focused trading solutions
and (b) support Amazon’s suppliers to create decarbonisation plans
aligned with its 2040 net-zero carbon ambition. Coupled with our
focus on Norwegian and Australian Renewable Energy Certificates
(RECs), we are developing tools to create additional liquidity in key
markets like the US. The overall REC market is expected to grow
28% a year, reaching over $80bn by 2030
17
.
Alongside our substantial presence in the North American and
European markets, we are expanding in APAC, where we acquired
Aotearoa Energy, a leading Power, Gas and Renewables broker in
New Zealand, complementing our well-developed Australian
franchise. The New Zealand Emissions Trading Scheme was set up
in 2007 and, after the EU, is the oldest in the world
18
.
Read more
about our divisional performance on pages 49 to 52.
6 All percentage movements within the CEO review are in constant currency, unless
otherwise indicated.
7 Multi-asset (equity derivatives, rates, futures and advisory services) Agency
Execution offering, including COEX Partners, MidCap Partners, and Relative
Value desks.
8 Considering 2023 data revenues from TP ICAP’s peers: Fenics, TraditionData, and
Marex.
9 Source: Bloomberg. The European Securities and Markets Authority (‘ESMA’)
defines “Large-in-Scale” (‘LIS’) as thresholds that exempt large trades from certain
pre-trade transparency requirements under MiFID II. For highly liquid stocks, the
threshold is typically set at €100k or more; for less liquid stocks, the threshold is
typically €500k or more.
10 Source: Financial Industry Regulatory Authority (‘FINRA’).
11 In constant currency
12 For more detail on Alternative Performance Measures, refer to the Appendix on
page 216.
13 2023 reported EBIT restated to £125m from £128m to reflect the reclassification of
foreign exchange gains on non-GBP borrowing and related derivatives to net
finance expense (adjusted EBIT restated to £299m from £300m).
14 Source: Burton Taylor Consulting, Financial Market Data/Analysis Global Share &
Segment Sizing 2024.
15 Source: Bank of America Global Fund Manager Survey.
16 Source: International Energy Agency (‘IEA’), World Energy Outlook, October 2024.
17 Source: Research and Markets, Renewable Energy Certificates Market, 2023.
18 Source: Elsevier, Energy Economics, August 2023.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 20248 9
Overview
Chief Executive Officer’s review continued
Dynamic capital management
2024 developments
About 18 months ago, we launched our first ever buyback
programme (£30m).
Since then, including another £30m buyback announced on 11
March 2025, the Group has completed, or announced, £120m of
buybacks. The Board is also recommending a final dividend per
share of 11.3 pence (up 13%). This would bring the total dividend to
16.1 pence per share, up 9% (2023: 14.8p). The final dividend will be
paid to eligible shareholders on 23 May 2025, with an ex-dividend
and record date of 10 April 2025 and 11 April 2025, respectively.
Shareholders appreciate this combination of dividends and
capital returns.
Continued debt reduction is another important priority. We paid
down approximately £100m of our debt/financing obligations and
our leverage ratio
19
reduced from 1.9x in 2023 to 1.6x in 2024.
Overall approach
We are committed to releasing more cash for ongoing business
investment, including targeted M&A, where appropriate, debt
reduction and further capital returns. We continue to invest
in our business: broker recruitment, Fusion, Liquidnet, and
Parameta Solutions.
In the short term, in relation to inorganic cash generation, we would
expect to return most of the proceeds of any possible Parameta
listing to our shareholders, while retaining the majority upside
potential through our long-term ownership of this asset. In addition,
we do not anticipate any impact on the Group’s dividend policy, in
the event Parameta is listed.
In the medium term, through organic means, we anticipate
generating substantial cash, in addition to the previously
announced £50m we expect to release through our legal entity
consolidation initiative (see above). An update on the surplus cash
to be made available to shareholders over time will be provided at
our Interim Results, on 6 August 2025.
Generating substantial cash in the medium term
Our confidence in our ability to generate substantial cash
organically in the medium term, and share it with our shareholders,
can be attributed to several factors.
We have benefited a great deal from our Jersey redomicile; it
enabled the creation of a series of specific opportunities to free
up cash. In addition, our focus on productivity and contribution,
coupled with a positive outlook for our business, means we
will continue to prioritise profitable growth, and cash flows,
in the future.
Our previously announced three-year programme – legal entity
consolidations and operational efficiencies – is progressing well.
We have already released £15m of annualised savings in 2024
through the operational and IT excellence initiative (see
Transformation below). Work is well underway on our legal entity
consolidation initiative.
Fusion
Fusion, our flagship digital platform, provides best in class
functionality for our clients, and connectivity to our deep liquidity.
Technology is a strategic advantage for us, and key to our
client engagement.
We are building on that advantage through a major agreement
with Amazon Web Services (‘AWS’), the world’s leading cloud
provider. With them, we will accelerate the development of Fusion,
halving new product development times, and nearly doubling our
IT workload on the cloud. We will leverage AWS’s generative AI
capabilities, like Amazon Bedrock, to increase productivity and
better respond to client needs, and establish an AI and Innovation
Lab to scale and accelerate solutions.
We see more opportunities to employ Fusion to assist clients with
regulatory supervision, a growing area. Fusion generates high-
quality data insights, which our collaboration with AWS should
enhance, and which Global Broking is sharing with Parameta
Solutions through their Market Data Licensing Agreement.
Operational and IT excellence
A major operational and IT excellence initiative is in place
alongside our focus on more legal entity consolidations (see
Dynamic Capital Management).
This change initiative, generating at least £50m in annualised
savings over three years, will future-proof our business: we will be
more agile and faster at rolling out new products and initiatives.
Key levers include real estate optimisation (the footprint has
reduced by 30% since 2021), technology consolidation, our
operating model, vendor management, and procurement.
We are making good progress. Detailed bottom-up planning is well
underway; a Transformation Office is in place. Technology is at the
heart of our transformation. Our IT function will become a value
enabler: we are simplifying our processes and plan to reduce the
number of IT applications by about 20%. More cloud migration,
and a greater focus on engineering excellence, are integral to
the programme.
Transformation
Enhanced bench strength
We are enhancing our bench strength as we transform the Group.
New senior leadership is in place at Parameta Solutions. Silvina
Aldeco-Martinez became CEO in March, joining us from PitchBook
Data, a Morningstar division, where she was CEO of Leveraged
Commentary and Data. Chantal Wessels was appointed CFO
having previously been at Nasdaq and Thomson Reuters. Silvina
and Chantal have significant experience in data, analytics, and
business development.
The Energy Transition is replete with opportunity for our E&C
business. Joachim Emanuelsson, a founding partner at SGB, an
environmental markets brokerage, is now leading our EMEA
business. David Silbert was appointed to lead our US franchise
having previously been Global Head of Commodities at Deutsche
Bank and CEO at Trailstone Group. Tom Fox-Hughes was promoted
to CEO of APAC.
Liquidnet Fixed Income
A changing market: our opportunity
Our Liquidnet electronic credit trading platform covers Primary and
Secondary Markets, offering a range of trading protocols, including
Dark Pool and Request-For-Quote (RFQ). The business is organised
by asset class and led by Global Broking, enabling it to leverage the
division’s extensive connectivity and sell-side relationships.
Electronification is taking hold: around 65% of US Treasuries,
a key asset class, are now traded electronically; half that volume
is coming through RFQ
20
.
The market for electronically traded corporate bonds is also
growing. As of the end of November 2024, 43% of total volume
traded in both investment-grade and high-yield bonds was
executed electronically
21
, compared with approximately 19%
and 2% respectively in 2015
22
.
Our New Issue Trading protocol had a record year. Volumes on the
platform, which is integrated with Fusion, saw significant growth,
with over 470 buy- and sell-side users submitting approximately
$16bn of firm, actionable liquidity – an increase of circa 2.6x
compared to 2023. Other initiatives included advancing the rollout
of Fusion for dealers and partnering with Boltzbit, a Gen AI
solutions specialist, enabling us to rapidly receive, process,
anddisplay newly announced bond deals.
Outlook
As is always the case, our outlook is largely subject to market
conditions. Geopolitical tension, and the uncertain outlook for
trade policies, inflation, as well as interest rate movements, should
continue to drive volatility that is supportive for our business.
The movement in foreign exchange rates, particularly Sterling vs US
Dollar (60% of Group revenue/40% of Group costs are US Dollar-
denominated) will continue to impact our results – with US Dollar
strengthening having a positive impact, and vice versa.
Against this backdrop, we will remain focused on executing our
three strategic pillars, namely transformation, diversification,
and dynamic capital management. We anticipate remaining
well placed to deliver sustainable shareholder value over the
medium term.
Subject to movements in foreign exchange rates, the Board
is comfortable with current market expectations for 2025
adjusted EBIT.
Nicolas Breteau
Executive Director and Chief Executive Officer
11 March 2025
“ We are committed to releasing more
cash for ongoing business investment,
including targeted M&A, where
appropriate, debt reduction and further
capital returns.”
19 Total debt (excluding finance lease liabilities) divided by adjusted EBITDA, as
defined by our rating agency, Fitch.
20 Source: Federal Reserve Bank of New York, All-to-All Trading in the U.S. Treasury
Market, November 2024.
21 Source: Crisil Coalition Greenwich: December Spotlight: Corporate Bond Market
Sees Liquidity Improve in Record Year.
22 Source: Crisil Coalition Greenwich: September Spotlight: Corporate Bond
E-Trading on a Roll.
Final dividend
pence
11.3p
Total full year dividend
pence
16.1p
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202410 11
Overview
In this section
14 Market trends
16 Our strategy
20 Our business model
22 Key performance indicators
24 Sustainability
42 Financialandoperatingreview
54 Stakeholder engagement
58 Viability statement and going concern
59 Principal risks and uncertainties
64 Task Force on Climate-related Financial
Disclosures (‘TCFD’)
Strategic
report
Read more
Sustainability
Our sustainability strategy is formed
of three priorities: ‘Reporting and
Performance Management’;
‘Supporting our Clients’; and
‘Community Impact’.
Page 24
Read more
Our transformation
We are transforming our business
throughtechnology,andby
expanding and diversifying our
activities and client base.
Page 17
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202412 13
Strategic report
Market trends
Liquidity is the most important characteristic when choosing a
market on which to list. PwC notes that developed market
exchanges are much more liquid than emerging market
exchanges
5
.
However, the growth and increasing financial sophistication of
emerging markets are likely to intensify competition. PwC’s
report states that Asia is emerging as the most popular region
for future listings, with China expected to be the home of most
new issuers by 2025
5
.
BlackRock’s report on Regulatory Developments in the EU and
UK notes that regulators are looking at measures to ensure that
financial markets are competitive and attractive places to
trade globally
6
. This has resulted in the EU and UK undertaking
reviews of listing rules to attract more IPOs.
What does it mean for TP ICAP?
TP ICAP is well diversified with a presence in 28 countries, and
we are well positioned to benefit from improved trading
conditions. Specifically, within Asia Pacific, we have offices in
ten countries, so any increase in trading activity should
positively affect our trading volumes.
Overlaying our success in Asia Pacific is our Fusion digital
platform, which enables clients to trade seamlessly in multiple
products and across numerous geographies. In collaboration
with AWS, accelerating the development of Fusion will mean
clients will be able to adapt faster to new market movements
and trends.
1 McKinsey & Company, The critical role of commodity trading in times of
uncertainty.
2 Latham & Watkins LLP, UK Government Update on Sustainability
Disclosure Requirements Framework.
3 International Energy Agency, World Energy Outlook 2024.
4 McKinsey & Company, Global Materials Perspective 2024.
5 PwC, Capital markets in 2025.
6 BlackRock, Regulatory Developments in the EU and the UK: Midyear 2024
Outlook.
7 Burton Taylor, Financial Market Data/Analysis Global Share & Segment
Sizing 2024.
8 Burton Taylor, 2024 AI and its Implication for Market Data Providers.
9 FINRA, AI Applications in the Securities Industry.
10 FINRA, Regulatory Notice 24-09.
Market data continues to be a major area of spend for
financial institutions, with research firm Burton Taylor
reporting an increase in spend to a record US$42bn (+12.4%) in
2023, with real-time and trading data remaining the leading
product segment, accounting for 38% of the market spend
7
.
The need to comply with regulation is an important driver of
market data demand. Institutions are investigating methods to
enable an improved experience with data, particularly as the
use of AI grows. Burton Taylor estimates that AI will add an
incremental US$1.9bn to market data providers’ revenues
by 2029
8
.
What does it mean for TP ICAP?
Parameta Solutions designs products that provide access to
proprietary OTC data and analytics, generating insights about
highly complex, low-transparency OTC transactions. Clients use
these insights to inform alpha identification strategies, risk
management processes, and regulatory compliance.
Parameta is focused on enhancing distribution channels with
more third parties and direct delivery. Additionally, Parameta
intends to grow in key areas like Evidential Data Solutions,
Managed Technology Services, OTC Indices, and Energy and
Commodities. Innovative technology solutions, including
AI-based software, are key tools being developed to provide
faster, more relevant insights to clients.
AI-based applications can greatly improve organisational
functions. Additionally, AI will have a substantial impact on
administrative functions by automating high-volume, less
complex manual tasks. Generative AI tools can analyse and
synthesise vast sets of financial and market data
9
.
It is crucial to ensure that all regulatory obligations and
controls are maintained while mitigating the risks associated
with AI usage. In June 2024, FINRA published a regulatory
notice emphasising that FINRA rules and securities laws
continue to apply when AI is used in business operations
10
.
This presents challenges for all regulated companies as they
allocate significant resources to the development and use of AI.
Firms must consider regulatory guidance on areas such as data
governance, customer privacy, and supervisory control systems
when planning and testing AI applications.
What does it mean for TP ICAP?
We recognise the potential value and importance of AI. In
2024, TP ICAP appointed a dedicated Head to lead the
implementation of AI across the business. In December 2024,
we also announced a major collaboration with AWS, which
includes establishing an AI and Innovation Lab to enable us to
accelerate and scale AI-driven solutions. This builds on
TP ICAP’s successful AI projects to date, which include
Parameta Solutions using the Amazon Bedrock Gen AI tool to
automate compliance checks, and our Procurement team using
AI to extract and submit metadata from PDFs, eliminating the
need for manual data entry.
Energy transition
Government policies are accelerating
the energy transition, driving
commodity trade activity
and volatility.
Maintaining liquidity and
attractiveness of financial markets
Regulation will be used to maintain
the attractiveness of financial markets
as competition intensifies in
emerging regions.
Increasing importance of
market data
OTC market data remains a key
investment for financial institutions.
The role of AI in the inter-dealer
broker industry
AI offers significant opportunities to
enhance operational and compliance
efficiencies.
McKinsey reports that the rapid growth of the commodities
market has seen total commodity trading EBIT exceed
US$100bn in 2023
1
. Additionally, with the UK government’s
guidance on the UK Sustainability Disclosure Requirements
(‘SDR’) framework due in Q1 2025
2
, companies will increasingly
focus on their sustainability practices.
The International Energy Agency states that the next phase
will occur in a new energy market context with a supply of
multiple fuels and technologies
3
. Building these technologies at
scale will require diverse supply chains and critical minerals,
driving new competition and demand.
This will likely result in demand uncertainty of critical
commodities. For example, McKinsey believes the chemistry
mix for batteries used in electrical vehicles is increasingly
shifting from nickel-manganese-cobalt to lithium-iron-
phosphate in response to anticipated supply shortages
4
.
As a result, volatility across multiple assets is expected to
continue, driving trading activity.
What does it mean for TP ICAP?
Our Energy & Commodities (‘E&C’) division is focused on
leveraging the energy transition. Demand uncertainty
will increase price and trading volatility, likely benefiting
TP ICAP, where brokers with specialist knowledge help
clients manage risk.
The division is developing an aggregated liquidity pool
encompassing all renewable products. Alongside existing
products in Norwegian and Australian Renewables, we are
developing tools to generate more liquidity in US Energy
Credits, given the growing market. Additionally, in 2024,
we recruited the market-leading broker to launch our Battery
Materials proposition.
In 2024, we announced a strategic collaboration with Amazon
Web Services (‘AWS’) that includes a focus on the energy
transition. TP ICAP and AWS will explore opportunities to
co-develop innovative, sustainability-focused trading
solutions, and support Amazon’s suppliers in creating
decarbonisation plans, aligning with Amazon’s net zero
carbon ambition by 2040.
1 2 3 4
Connecting trends, insights and actions
Understanding the key market trends that affect
our business positions us well to seize opportunities.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202414 15
Strategic report
Our strategy
Diversification
New clients, new asset
classes, more non-broking
revenue.
Progress and outlook
Our diversification strategy is about broadening our client
base, moving into different asset classes and geographies,
and delivering more non-broking revenue and profits.
Parameta Solutions strategy focuses on three pillars. First, it is
enhancing its distribution, with 78% of the division’s 2024
revenue originating from third-party channels, and an
increasing proportion (22%) being generated from direct
channels, such as the cloud. Second, Parameta is offering
more innovative products, including evidential data solutions
and benchmarks and indices. Finally, the business is
expanding its buy-side client base.
Maximising the value of Parameta is a key priority. As
previously announced, we are progressing strategic options in
relation to the division. Our focus is a potential listing in the
United States, with the Group maintaining a long-term
majority stake. Should we proceed, the potential listing could
occur as early as Q2 2025.
Liquidnet is focused on enhancing its operational leverage,
diversifying its core equity franchise, and developing its
fast-growing multi-asset agency brokerage business. In 2024,
product launches in equities included: Superblock, a solution
for clients who wish to trade large, illiquid blocks, and
SmartDark, an algorithm to help traders execute larger
trades with better price stability. Additionally, in multi-asset,
a new single desk proposition was launched, providing
liquidity and bespoke trading tools.
E&C is well placed to capitalise on the profound change
underway in the energy sector, specifically the opportunities
linked to the energy transition. E&C will also collaborate
with AWS to co-develop sustainability-focused trading
solutions, and support Amazon’s suppliers in creating
decarbonisation plans.
Diversification is delivering: in 2024, our non-broking
businesses accounted for 42% of adjusted EBIT, up from 29%
in 2023.
Transformation
Future-proofing our Group
through technology and
operational excellence.
Progress and outlook
Fusion is our market-leading, cloud-based digital platform,
connecting our clients to our deep liquidity pools, across
our brands and asset classes, through the full life cycle
of a transaction.
Fusion also provides the real-time data, automated trade
processing and settlement solutions that help clients
accelerate trade confirmation, and reduce operational
and regulatory risk.
In addition, the platform generates unique OTC data,
which – through Market Data Licensing Agreements with
Global Broking and E&C – equips Parameta Solutions to
deliver data and analytics solutions to its clients.
In 2024, we announced a major agreement with Amazon
Web Services (‘AWS’), the world’s leading cloud provider,
to streamline and scale our technology infrastructure. A
key focus of this agreement is to accelerate the
development of Fusion by co-developing the platform with
specialist AWS engineers, halving new product
development times, and nearly doubling our IT workload
on the cloud to more than 80%. We will also leverage
AWS’s generative AI capabilities to increase productivity,
and better respond to client needs.
As announced at our Half Year results in August 2024,
a significant operational and IT excellence programme
is underway. In addition to our focus on consolidating
more legal entities to free up cash (at least £50m
targeted), the programme is expected to generate at least
£50m in annualised cost savings by 2027 across four main
areas. First, technology and data (reducing IT applications
and migrating more to cloud); second,
an automated and scalable target operating model
(aligning functions and office co-location); third,
procurement and vendor management (consolidating
vendors to drive economies of scale); and finally,
optimising the use of office space across the Group.
Our strategic pillars
Our strategy is positioning us as
one of the world’s most trusted and
innovative specialists in liquidity
and data solutions.
We achieve this by focusing on three
strategic pillars.
Transformation
Diversification
Dynamic capital management
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202416 17
Strategic report
Our strategy continued
Dynamic capital
management
Capital returns, debt reduction,
and ongoing investment.
Progress and outlook
We are committed to releasing more cash for ongoing business
investment, including targeted M&A, where appropriate, debt
reduction and further capital returns.
Over the short term, we expect to return most of the proceeds of
any potential listing of Parameta Solutions to our shareholders.
In the medium term, we are confident in our ability to generate
substantial cash organically, in addition to the £50m of cash
already targeted through more legal entity consolidation.
We will update shareholders on these initiatives at our HY 2025
results. Our focus on productivity and contribution means we
will continue to prioritise profitable growth, and cash flows,
in the future.
Holding an appropriate amount of debt, and maintaining our
investment grade credit rating with Fitch, are also areas of focus.
We paid down ~£100m of our debt, and other financing
obligations, with our leverage ratio
1
reducing from 1.9x in 2023
to 1.6x in 2024.
The Group’s dividend policy is to pay half of the adjusted
post-tax profit for the year to shareholders. In line with this
policy, the Board has recommended a final dividend payment
for 2024 of 11.3 pence per share, 13% ahead of 2023. Our total
dividend per share has grown by 30% over the past two years. In
addition, we have completed, or announced, £120m of buybacks
in the past approximately 18 months.
Finally, we continue to deliver strong free cash flow generation.
This is driven by profitable growth, improved collection of trade
receivables, as well as the release of cash by combining legal
entities (see above). This free cash, as a proportion of the profits
that we generate, also known as our cash conversion ratio, is an
important Group metric. We have converted more than 100% of
our profits to cash over the past three years, with an average
cash conversion ratio over that period of 141%.
1 Total debt (excluding finance lease liabilities) divided by adjusted EBITDA as
defined by our rating agency, Fitch.
Group’s redomicile
enabled capital efficiencies
Our overall philosophy to
managing cash and capital
Dynamic capital management means having an
optimal Group balance sheet, and ensuring that we hold
the appropriate level of regulatory capital and cash,
as well as debt. It also means maintaining an efficient
conversion of profits into cash.
We generate cash, not only through normal business
operations, but also through management actions.
An example of this is reducing the number of legal
entities across the Group, to create a more streamlined
organisational structure, and free up cash.
How we allocate capital
Surplus cash, that is in excess of the Group’s working capital
and regulatory capital requirements, is allocated as follows:
> Business investment (broker recruitment, Fusion, Liquidnet,
Parameta Solutions);
> Debt reduction;
> Paying shareholder dividends, in line with our policy; and
> Further capital returns.
Group redomicile to Jersey
In December 2019, the Group announced proposals
for a corporate restructure to create a more capital-light
organisation, with greater financial flexibility, better regional
governance and greater competitiveness.
As a first step, our redomicile to Jersey, Channel Islands,
wascompleted in February 2021. This had no impact on the
Group’s tax domicile, or stock exchange listing, both of which
remained in the UK.
£100m
of cash freed up to reduce Group debt
and other financing obligations
£90m
returned to shareholders, via three £30m
share buybacks since HY 2023
£30m
Fourth £30m buyback announced on 11 March 2025
£50m
Further legal entity consolidation:
targeting release of £50m of cash by 2027
Finally, in the event that we proceed with the listing of
Parameta Solutions, our intention is to return most of the
proceeds to our shareholders.
The redomicile enabled a series of management actions to
optimise the Group’s balance sheet, and generate capital
efficiencies, namely:
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202418 19
Strategic report
Our business model
Connecting clients Creating value
Our purpose
To provide clients with access to
global financial, energy, and
commodities markets, improving
price discovery, liquidity, and
distribution of data, through
responsible and innovative solutions.
Our vision
To be the world’s most trusted,
and innovative, liquidity and data
solutions specialist.
Our mission
Through our talent and technology,
we connect clients to superior liquidity
and data solutions.
Our strategy
We are transforming our Group
through technology. We are also
diversifying through new clients,
new asset classes, and greater
non-broking revenue. Our approach
to dynamic capital management
focuses on releasing more cash for
ongoing business investment, debt
reduction, and capital returns.
Read more
Our strategy – Page 16
Our resources
Scale
World’s largest inter-dealer broker, energy and commodities broker,
and provider of OTC market data. Global footprint, with operations
across 28 countries. Coverage across all major asset classes and products.
Brands
Five trusted brands:
Tullett Prebon, ICAP, PVM, Liquidnet, Parameta Solutions.
Client base
Enduring relationships with world-leading institutions,
spanning buy-side and sell-side.
Low-risk operating model
No proprietary trading: brokers act solely as intermediaries between
client transactions.
Technology and innovation
Client-led investment in innovative technology: Fusion connects clients
across every major asset class, across the full life cycle of a trade.
People and culture
Talented global workforce, with a purpose-driven culture, led by our
Triple-A values: Accountability, Adaptability, Authenticity.
Cash and capital
Highly cash generative with a clear capital allocation framework:
business investment, including targeted M&A, debt reduction and
further shareholder returns.
Generating revenue
We generate revenue by providing
broking and agency execution
services (92% of Group revenue),
and by selling data-led solutions
(8% of Group revenue).
We carry out broking and agency
execution according to four models:
Name Passing
1
, Matched Principal
2
,
Executing Broker
3
, and Introducing
Broker
4
. The majority of our revenue is
denominated in US Dollars.
Clients
Through our talent and technology,
provide superior liquidity and
unique data solutions.
Employees
Attracting, nurturing, retaining and
rewarding employees by making
TP ICAP a great place to work.
Shareholders
Long-term value creation
and sustainable returns.
Communities and environment
Making a positive impact
on the environment by reducing our
consumption of natural resources.
Regulators
Strong governance and oversight;
building trust through regular,
open dialogue.
Suppliers and business partners
Working with suppliers to
build sustained partnerships.
AWS agreement
Collaboration with Amazon Web
Services will accelerate Fusion’s
development.
Constructive dialogue on the Group’s
regulatory capital position.
67%
Employee engagement score of 67%
(2023: 67%).
-27%
Reduced our Scope 1 and 2
emissions by 27%.
Understanding ESG credentials
through supplier engagement.
2024
1 USD 63%
2 EUR 15%
3 GBP
12%
4 Other
10%
Our stakeholders are integral to the success of the Company,
and we are committed to creating sustainable value
and mutually beneficial outcomes.
For our stakeholders
1 Where the Group identifies and introduces
buyers and sellers who then complete the
transaction between themselves at mutually
acceptable terms.
2 Where the Group is the counterparty to both the
buyer and seller of a matching trade (we hedge
every client trade with an equal transaction),
and maintain client anonymity.
3 Where the Group executes transactions on
certain regulated exchanges in respect of client
buy or sell orders, and then ‘gives-up’ the trade
to the relevant client.
4 Where the Group arranges matched transactions
where the counterparties transact through a
third-party clearing entity acting as principal.
£120m
Buybacks completed/announced in past c.18
months; final dividend up 13%.
1
2
3
4
TP ICAP GROUP PLC Annual Report and Accounts 202421TP ICAP GROUP PLC Annual Report and Accounts 202420
Strategic report
Key performance indicators
Key
performance
indicators
Our KPIs are alternative
performance measures
as defined by the European
Securities and Markets
Authority (‘ESMA’).
We provide these to offer
additional insights into
the Group’s financial results.
Revenue growth
Reported (%)
2024
3%
2023
4%
KPI definition
Revenue growth is defined as the annual
growth of total reported revenues. Group
revenues are shown on page 44.
Comment
Our core revenue growth is driven by
transactional volumes that reflect wider
market conditions. The Group delivered a
good financial performance against a
backdrop of macro and geopolitical-driven
volatility. Group revenues increased 3%
year-on-year on a reported basis (+5% on a
constant currency basis).
Adjusted EBIT margin
Reported (%)
2024
14.4%
2023
13.6%(restated
1
)
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 172.
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 2024 increased
by 0.8 percentage points relative to 2023.
Total dividend per share
Reported (p)
2024
16 .1
2023
14.8
KPI definition
Dividend per share is the amount of money
a company pays to shareholders for each
share they own. It is calculated by dividing
the total amount of dividends paid by the
number of shares outstanding.
Comment
The Group has a dividend policy which is
applied in calculating dividend per share.
The policy is to pay 50% of full year
adjusted profits (after tax) to shareholders.
The total dividend per share of 16.1 pence is
9% ahead of 2023.
Adjusted EBIT/operating profit
Reported (£m)
2024
324
2023
299(restated
1
)
KPI definition
Adjusted EBIT is defined as earnings before
net interest, tax, significant items, and share
of equity accounted investments’ profit
after tax. The KPI is used interchangeably
with adjusted operating profit. For a
definition of significant items, refer to the
Appendix – Alternative Performance
Measures on page 216.
Comment
Adjusted EBIT measures the level of the
business’s profitability, on an underlying
basis, and therefore excludes significant
items. Adjusted EBIT increased by 8%
relative to 2023.
Contribution
Reported (£m)
2024
2023
868
848
KPI definition
Contribution is calculated as revenue less
broker compensation and other front office
costs. It also includes the revenue of
Parameta Solutions less direct costs.
Comment
Contribution is another measure of business
profitability, captured at the divisional
level. It provides an indication of business
division financials before management and
support costs. Group contribution improved
by 2% increasing from £848m in 2023 to
£868m in 2024.
Adjusted earnings per share (‘EPS’)
Reported (p)
2024
2023
31.8
29.2
(restated
1
)
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 217.
Comment
Over the long term, growth in shareholder
value and returns are linked to growth in
adjusted EPS, which measures the adjusted
profitability of the Group after tax and
interest costs.
1 2023 adjusted EBIT restated to £299m from £300m to reflect the reclassification of foreign exchange gains
on non-GBP borrowings and related derivatives to net finance expenses.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202422 23
Strategic report
Sustainability
Our approach
to sustainability
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.
We achieve this through our diverse range of products and services.
As a world-leading provider of market infrastructure, liquidity, and
over-the-counter (‘OTC’) market data solutions, we play a crucial role
in enabling the efficient functioning of wholesale markets, which is
vital for economic stability and growth.
We are committed to managing our business responsibly to create
long-term value for our stakeholders. This commitment includes
fostering a strong culture that promotes employee diversity and
inclusion, encourages good conduct, and enhances risk management.
27%
reduction
in Scope 1 and 2 carbon emissions
39%
of our electricity now comes from
renewable sources
£5.2m
raised through ICAP Charity Day
7
active employee Accord Networks
AA rating
MSCI ESG ‘AA’ rating
up from ‘A’ in 2023
100%
completion of mandatory training
Our sustainability commitments
Environmental
commitment
Responsible
governance
We recognise our
environmental
responsibilities, as
well as supporting
our clients as they
transition to a low-
carbon economy.
Social impact
We work to
develop an inclusive
and positive culture,
creating meaningful
opportunities for our
employees and
communities.
We are committed
to driving effective
management of our
ESG performance
and commitments,
creating value beyond
our operations.
The Group is committed to managing its business responsibly for the long-term
benefit of shareholders, employees, and communities. We are focused on
environmental sustainability and active engagement with the communities
in which we operate. Guided by our Code of Conduct and corporate values,
we aim to uphold the highest standards of business practices.
Read more
See pages 26 to 29
Read more
See pages 30 to 37
Read more
See pages 38 to 41
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202424 25
Strategic report
Sustainability continued
Supporting our clients
We leverage our capabilities to connect clients to liquidity and data
solutions, helping them advance their sustainability objectives.
> Developing and expanding markets for Renewable Energy Certificates
(‘RECs’) and other renewables products.
> Providing insights and data-led solutions to better inform participants
navigate fast moving markets.
Operational carbon neutrality
We aim to minimise the environmental impact of our operations,
particularly greenhouse gas (‘GHG’) emissions.
> Reducing our Scope 1 and 2 GHG emissions.
> Increasing the use of renewable energy.
> Reducing overall waste and water usage.
Incorporating ESG into new business
initiative approvals
We have embedded ESG considerations into the evaluation and
approval process for new business initiatives, reviewed and scored
through our Change Management Framework.
> ESG questions focus on emissions, gender representation,
and asset class.
Our key priority areas
Our targets Our progress
To be carbon neutral
in Scopes 1 and 2 GHG emissions
by the end of 2026.
Reduced Scope 1 and 2 GHG
emissions by a further 27%.
Our sustainability journey
We are evolving our approach to meet
the demands of a changing world,
recognising the need to address
climate change.
As the world’s largest inter-dealer broker, we are uniquely positioned to
support clients on their energy transition journey. By facilitating the
trading of sustainable energy products, our brokers and trading
platforms help clients navigate the complexities of transitioning to
sustainable energy sources. Creating transparent and liquid markets
enables our clients to manage risk and seize opportunities, aligning
their strategies with global sustainability goals.
Environmental
commitment
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202426 27
Strategic report
Sustainability continued
Operational carbon neutrality
To achieve our Scope 1 and 2 emissions target we are focused on:
1) Organic reductions in Scope 1 and 2 GHG emissions
We continue to target organic reductions in our Scope 1 and 2 GHG
emissions, which are derived from our leased office premises and
data centres, through a programme initiated in 2021. This year, we
announced a new real estate optimisation programme and a new
cloud computing ambition. These initiatives will deliver emissions
savings over the next three years by reducing office-based energy
consumption and improving energy efficiencies associated with
cloud migration. We aim to achieve operational carbon neutrality
by the end of 2026 by minimising our Scope 1 and 2 emissions as
much as possible before purchasing certified carbon credits to
offset any residual emissions.
2) Increasing our use of renewable energy
Although we lease our office and data centre spaces and do not
directly control our utility providers or energy tariffs, we are working
with our landlords, and other third-party suppliers, to increase our
use of renewable energy. We continue to report our market-based
Scope 2 footprint (see page 73), which includes the renewable
energy used in our operations. This year, 39%
1
of our total
purchased electricity came from renewable sources, with 100% of
the electricity we use in the UK being renewable. We will continue
to work closely with our landlords and third-party suppliers to
increase this percentage over time.
1 An increase from 10% in 2023.
Waste generation and water consumption
We strive to operate responsibly, including our consumption of
natural resources. We work closely with our office landlords to
manage our water use and to ensure proper waste disposal.
The availability of water and waste data across our office estate
varies, so we do not have a complete view of our water
consumption and waste generation.
Our approach to calculating waste generation combines estimates
and actual data from our landlords. In 2024, we generated around
1,000 tonnes of waste, which was disposed of through various
channels, including recycling and waste-to-energy initiatives.
2024 GHG emissions performance
Our total Scope 1 and 2 GHG emissions were 5,603 tCO
2
e, a
reduction of 27%. This follows our focus on real estate
consolidation, and new energy efficiency measures. We also
transitioned to a new provider (Watershed) with some one-off
differences in approach between it and the legacy supplier
contributing to the reduction. A full breakdown of our 2024 GHG
emissions is on page 73 of this report.
7,512
2,026
6,182
1,442
4,691
912
2024
2023
2022
Scope 1 (tCO
2
e) Scope 2 (tCO
2
e)
Supporting our clients
TP ICAP is well positioned to support our clients through
the climate transition, trading in key areas along their
environmental journey. We are focused on expanding existing and
developing new products that are crucial for the global transition.
We are enhancing our offerings in emissions trading, carbon offsets,
weather derivatives, and battery metals.
> We announced a major agreement with Amazon Web Services
Inc. (‘AWS’). A key element of this multi-faceted agreement
focuses on the energy transition. TP ICAP and AWS will explore
opportunities to co-develop innovative, sustainability-focused
trading solutions, and support Amazon’s suppliers in creating
decarbonisation plans, aligning with Amazon’s net zero carbon
ambition by 2040.
> Carbon markets and emissions trading are vital for the energy
transition, and we are focused on growing this area. In 2024, our
Energy & Commodities (‘E&C’) division brokered 2.2bn CO₂
metric tonne equivalents of emissions credits, and 18m metric
tonnes of voluntary emissions credits.
> Expanding on our existing presence in Australian power and gas
brokerage, we acquired the New Zealand-based gas, power, and
carbon brokerage firm Aotearoa Energy, providing client access
to the New Zealand Emissions Units (NZU) market, known for its
high integrity and appeal to global investors.
Optimising office
energy consumption
A key element of our carbon strategy is reducing
our energy consumption. This year, we introduced
the OMNI cloud-based building analytics tool to
our London headquarters. This tool optimises the
performance of our building services systems by
reducing operating times and enhancing the
control of our critical engineering assets. As a
result, we have achieved an average saving of
over 80,000 kWh of electricity per month,
compared to average monthly consumption in
2022. We plan to roll out the OMNI platform
across various global office locations to further
improve our energy performance and reduce
emissions.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202428 29
Strategic report
Sustainability continued
Diversity and inclusion
Embracing diverse perspectives strengthens our decision-making,
improves collaboration, and builds a culture that drives innovation.
We are dedicated to creating an equitable workplace where every
voice is valued, and everyone has the opportunity to succeed.
Our employees
We empower our employees with the skills, knowledge and
opportunities they need to grow and excel. Through learning and
development initiatives, we provide clear career pathways and the tools
necessary for employees to build fulfilling careers while contributing
to the success of the business.
Community impact
We are committed to making a positive impact on society through our
economic contributions, strategic charitable partnerships, and support
for employee volunteering and fundraising efforts.
Our key priority areas
Our targets Our progress
Increase female representation
within our non-broking employee
base from 34% to 38% by the end
of 2025
1
.
Female representation
maintained at 35% in non-
broking roles.
Increase ethnic minority
representation within our Group
senior management population
from 13% to 15% by the end of
2027
2
.
Increased ethnic minority
representation to 14.4%.
Women in Finance Charter
target of 25% senior women in
the business by 2025
3
.
Maintained representation of
women in senior management
roles at 25%.
1 Target set in 2021.
2 Target set in 2023.
3 Target set in 2018.
Our commitment to
social responsibility
At TP ICAP Group, we recognise
that our business thrives when
people and communities flourish.
We are dedicated to creating a workplace that values
diversity, supports employee development, and drives
positive change in the communities where we operate. By
prioritising inclusion, fostering growth opportunities, and
making meaningful contributions to society, we aim to build
a stronger, more equitable future for all. This commitment
reflects our belief that social responsibility is fundamental
to long-term business success and aligns with our role as a
trusted global partner.
Social
impact
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202430 31
Strategic report
Sustainability continued
Our employees
Attracting, developing, and retaining a talented, engaged group of
employees is central to our success. We work to develop an inclusive
and positive culture, creating meaningful opportunities for staff
to succeed.
Our annual employee engagement survey ran in June, with a 70%
participation rate (2023: 68%) and an overall engagement score of
67% (2023: 67%). The results show that our employees understand
our strategy and values, and feel motivated by their work. Our
engagement action plan focuses on delivering greater innovation,
and better tools and systems. Regular town halls and global pulse
surveys also provide colleagues with opportunities to share their
views. This engagement provides senior leaders with valuable
insights to inform decision-making.
This year, we launched a comprehensive career framework across
the organisation, featuring detailed competency guides to
facilitate development discussions and support career planning.
As part of our new talent process, we are also implementing talent
mapping and boards, with integrated diversity monitoring to
mitigate bias.
Our leadership programmes aim to offer opportunities for our
people to develop, learn and grow. Two Company-wide
programmes were released in 2024: ‘Managing the TP ICAP Way’
and ‘Future Leaders in Global Broking’. These programmes focus on
equipping employees with the skills and knowledge necessary to
manage effectively and ethically in a fast changing global market.
This year, our global internship initiative continued to provide
valuable business insights and foster career development. Our
commitment to inclusivity was reflected in the programme’s gender
balance, with 48% female representation among candidates and a
nearly balanced internship cohort in our London programme.
Priorities for next year
In 2025, we will expand our bespoke leadership development
offerings with a new programme designed for experienced leaders.
Additionally, we will strengthen our commitment to early career
development in broking by introducing broker trainee programmes
in Energy & Commodities, known as the E&C Academy, and in
Global Broking, called the Broker Trainee Programme. These
programmes will create a robust talent pipeline and support career
development, ensuring business sustainability.
Diversity and inclusion
Our approach to diversity and inclusion (D&I) focuses on:
embedding inclusive leadership, bringing inclusion to life,
improving systems and structures, accelerating progress,
and raising our external profile as an employer of choice.
Our Accord Employee Networks play an important role in making
the Group a diverse and inclusive workplace by bringing the voices
of our staff to life. Run by colleagues, for colleagues, the networks
connect and support them on a variety of topics including gender,
health and wellbeing, LGBTQ+, multi-cultural, and veterans. This
year, we launched our Parents & Carers Network to provide peer
support and a space for parents and carers to share expertise,
educational activities and promote benefits of a family diverse
workforce.
We run an annual calendar of awareness-raising activities to mark
topics that are important to colleagues. Events have included a
neurodiversity workshop hosted by the TP ICAP Accord Network in
Singapore, and a series of lunch and learns hosted by our global
Women’s Network. Our Multi-cultural Network also hosted events
including a Diwali celebration, and their inaugural marketplace to
mark Black History Month, championing Black-owned businesses.
Progress this year
We launched a Disability, Cancer and Neurodivergence network,
and started to collect disability data from our colleagues, beyond
discussions for adjustments. We work hard to continue to employ
people who acquire a disability, either through role adjustments or
change of roles.
Our ‘Count Me In’ campaign, which launched in August, enables
staff to add their diversity data to their employee record. This is
part of a wider drive to expand our understanding of our workforce.
This detailed view into the make-up of our business will also help to
tailor programmes, benefits, and support mechanisms to meet
specific needs.
Priorities for next year
In 2025, we will further embed our D&I strategy by maximising the
impact of our Accord Employee Networks, continuing to offer
learning programmes that promote inclusive workplace practices,
and leveraging our data and insights to ensure our systems and
structures support inclusivity.
Inclusion matters
This year, we made significant progress across all five
pillars of our D&I strategy. We continued to embed
inclusion into our training programmes, supporting leaders
in being intentionally inclusive and creating a supportive
environment for all employees while driving high
performance. We developed partnerships with key
external organisations to increase sector diversity and
launched ‘Count Me In’, our self-declaration system, to
better understand our workforce. Additionally, we created
and issued a customised online training course called
‘Inclusion at TP ICAP’, featuring leaders from each
region, to consolidate our commitment and vision for
an inclusive culture.
Employee diversity and inclusion
Gender representation by category
Category
Current reporting year (2024) Comparison reporting year (2023)
Female Male Not disclosed Female Male Not disclosed
Executive management 7 (39%) 11 (61%) 3 (16%) 16 (84%)
Non-executive management 33 (29%) 78 (71%) 30 (26%) 86 (74%)
Professionals 213 (23%) 730 (77%) 232 (24%) 747 (76%)
All other employees 1,143 (27%) 3,154 (73%) 9 (0%) 1,081 (26%) 3,092 (73%) 9 (1%)
US-only employee racial/ethnic group¹
Category
Current reporting year (2024) Comparison reporting year (2023)
Asian
Black or
African
American
Hispanic
or Latino White Other
Not
disclosed Asian
Black or
African
American
Hispanic
or Latino White Other
Not
disclosed
Executive
management
2
(100%)
1
(33%)
2
(67%)
Non-executive
management
1
(5%)
20
(90%)
1
(5%)
1
(4%)
24
(92%)
1
(4%)
Professionals
29
(11%)
6
(2%)
10
(4%)
177
(66%)
5
(2%)
43
(16%)
31
(10%)
8
(3%)
10
(4%)
195
(65%)
4
(1%)
50
(17%)
All other employees 105
(8%)
37
(3%)
95
(8%)
739
(60%)
15
(1%)
245
(20%)
107
(9%)
40
(3%)
102
(8%)
755
(61%)
19
(2%)
215
(17%)
1 We collect ethnicity/racial demographic data for US-based employees to meet the reporting requirements set out by the US Equal Employment Opportunities
Commission.
Employee turnover and new hires
Current reporting year (2024) Comparison reporting year (2023)
Female Male Not disclosed Female Male Not disclosed
Turnover by gender
251 (31%) 557 (69%) 5 (1%) 260 (28%) 648 (71%) 7 (1%)
New hires by gender
302 (34%) 583 (65%) 8 (1%) 320 (33%) 656 (66%) 8 (1%)
Current reporting year (2024) Comparison reporting year (2023)
<30 30-50 50+ Not disclosed <30 30-50 50+ Not disclosed
Turnover by age group 279
(34%)
355
(44%)
169
(21%)
10
(1%)
275
(30%)
455
(50%)
170
(18%)
15
(2%)
New hires by age
group
454
(51%)
337
(38%)
84
(9%)
18
(2%)
468
(48%)
395
(40%)
107
(11%)
14
(1%)
Current reporting year (2024) Comparison reporting year (2023)
APAC EMEA Americas APAC EMEA Americas
Turnover by region
190 (23%) 389 (48%) 234 (29%) 219 (24%) 421 (46%) 275 (30%)
New hires by region 244 (27%) 454 (51%) 195 (22%) 259 (26%) 492 (50%) 233 (24%)
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202432 33
Strategic report
Sustainability continued
Share of employment contracts
Employee contract by gender
Current reporting year (2024) Comparison reporting year (2023)
Female Male Not disclosed Female Male Not disclosed
Permanent 1,358 (26%) 3,921 (74%) 9 (0%) 1,304 (25%) 3,874 (74%) 9 (1%)
Temporary
38 (42%) 52 (58%) 42 (39%) 67 (61%)
Employment type by gender
Current reporting year (2024) Comparison reporting year (2023)
Female Male Not disclosed Female Male Not disclosed
Full-time 1,355 (25%) 3,950 (74%) 9 (0%) 1,299 (22%) 3,909 (74%) 9 (1%)
Part-time
41 (64%) 23 (36%) 47 (59%) 32 (41%)
Employee contract by region
Current reporting year (2024) Comparison reporting year (2023)
APAC EMEA Americas APAC EMEA Americas
Permanent
1,184 (22%) 2,583 (49%) 1,521 (29%) 1,131 (22%) 2,505 (48%) 1,551 (30%)
Temporary 26 (29%) 55 (61%) 9 (10%) 31 (28%) 64 (59%) 14 (13%)
> Employee data includes permanent, temporary, and fixed-term contract (‘FTC’) employees of the Group and its subsidiaries. It excludes contingent workers that may
need to access a TP ICAP location or system for a specific purpose on a short-term basis.
> The data represents headcount and not full-time equivalent (‘FTE’).
Community impact
We are committed to making a meaningful impact in the
communities where we live and work. Through our economic
contributions – such as creating jobs, generating revenue, and
supporting efficient capital markets – we help drive prosperity and
stability. Beyond this, our social initiatives, including ICAP Charity
Day and employee volunteering programmes, allow us to give back
and make a difference in the lives of those in need. Together, these
efforts reflect our dedication to fostering both economic and
social wellbeing.
Investing in communities
Through ICAP Charity Day (see pages 36 and 37), employee
volunteer initiatives, and Group-wide social mobility partnerships,
we work to make a positive social impact.
TP For Good
Our newest global initiative, TP For Good, embodies Tullett
Prebon’s commitment to supporting the community. TP For Good
connects our staff with meaningful volunteering, charity initiatives,
and grassroots causes. Colleagues participated in various initiatives
across the globe, supporting their local communities and raising
money for a range of charities. Activities included providing meals
at a school in the Philippines, running the Bloomberg Square Mile in
the US, and preparing meals for families of children in hospital in
Sydney. In the UK, colleagues and clients took part in Energy Aid’s
charity football tournament, an organisation that has raised £15m
since 2005.
Economic impact
We operate in 28 countries with more than 60 offices. The
Group generated £2.3bn revenue in 2024 and paid £578m to tax
authorities (2023: £646m). This included corporation tax, premises
taxes, employer’s social security payments, income taxes,
withholding tax, social security paid on behalf of employees in
the UK and the US (the main jurisdictions in which we operate),
and VAT/sales taxes borne and collected. The Group also makes
tax payments to the authorities in other tax jurisdictions in
which it operates.
As our employees are our main resource, we paid £1.4bn in annual
compensation and benefits. General and administrative expenses
paid to our supply chain amounted to £498m. Together, the direct
and indirect economic impact generated by the Group is
significant. We also play a critical role in helping the global capital
markets function well. This enables our clients to serve their clients
effectively, whether that is to help start or build a business, buy a
property, or invest in a pension.
ChampioningsocialmobilitywithNationalNumeracy
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. Our funding
has supported the development of a range of tools and resources to
help people develop their numeracy skills.
This year, we continued our volunteer programme with National
Numeracy to recruit and train numeracy champions to deliver
number-focused assemblies and classroom sessions in primary
schools. The sessions aim to inspire young people and demonstrate
how maths and numbers are used in the real world. In total, the
sessions delivered by our employee volunteers have reached more
than 900 young people. Additionally, we are a founding member of
the National Numeracy Leadership Council, working with
businesses and organisations across the UK to address numeracy.
We also supported the seventh annual National Numeracy Day
and the fifth annual Number Confidence Week, of which we are
a founding partner.
Inspiring the next generation
In collaboration with Réussir Ensemble, TP ICAP’s Paris
office hosted an inspiring event for nearly 100 local
students. Colleagues from across Continental Europe
shared their educational and personal career stories,
showcasing the diverse opportunities within the Company.
The event aimed to broaden students’ understanding of
roles in finance and included a first-hand experience of the
broking floor. This initiative marks the latest in a series of
partnerships to provide work experience opportunities for
enthusiastic students.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202434 35
Strategic report
Sustainability continued
ICAP Charity
Day 2024
On Wednesday 11 December,
ICAP held its 32nd annual global
Charity Day.
Since 1993, ICAP Charity Day has
raised funds for charities around
the world, with 100% of one day’s
revenue being donated to various
causes. As always, stars from film,
TV, music, and sport joined our
brokers to close deals with clients.
100+
charities supported globally
Gaby Roslin
supporting Alzheimer’s Research UK
Jerry Hall
supporting The King’s Trust, UK
Julie Gayet
supporting REBOND, Paris
Martin Freeman
supporting Royal British Legion, UK
Rays of Sunshine, UK
Shanola Hampton
supporting The Art of Elysium
ICAP, Hong Kong
Jason Isaacs
supporting The Felix Project
Many Hopes, New York & London
Anne Hathaway
supporting The Arthur Miller
Foundation
Jack Whitehall
supporting Many Hopes, UK
Royal British Legion, UK
Lions Home For The Elders,
Singapore
ICAP, Singapore
£5.2m
raised by ICAP Charity Day 2024
£173m
Raised
3,000+
Causes supported
7.7m+
People positively impacted
Since 1993
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202436 37
Strategic report
Sustainability continued
ESG reporting and performance management
Effective measurement, and reporting, of our ESG performance enables
us to identify, assess, and actively manage our economic,
environmental, and social impacts.
Good governance
Strong governance is essential to our long-term success.
We are dedicated to maintaining robust structures and processes
that promote accountability, drive informed decision-making,
and support sustainable growth.
Business ethics
We are committed to conducting business responsibly, guided by our
Code of Conduct and a strong compliance culture. By embedding ethical
principles into our decision-making, we safeguard our reputation and
reinforce our role as a trusted market leader.
Our key priority areas
Our progress
> Awarded ‘AA’ rating from MSCI, recognising our strength in reporting
and managing ESG issues.
> Transitioned our environmental reporting to Watershed, supporting
our commitment to ESG reporting and transparent disclosure.
> Expanded mandatory training programme, and increased average
training hours per employee by 19%.
Responsible
governance
We are committed to upholding
the highest standards of governance
We recognise that robust governance
practices are fundamental to the trust
of our stakeholders.
Strong governance is key for effective management of ESG
performance and the creation of value beyond our operations. Our
commitment to responsible governance helps us navigate challenges
with transparency and ensures we uphold the highest standards of
ethical conduct.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202438 39
Strategic report
Sustainability continued
Good governance
Board-level oversight and engagement
Tracy Clarke, the Non-executive Director responsible for ESG
engagement, works closely with the Group’s management team to
ensure the Board has oversight of our business strategy from an ESG
perspective. For more details, see the Governance report from page
74 onwards. Our governance arrangements under the TCFD
framework are set out on pages 64 and 65.
Senior management
Each of our three Executive Directors – the Group CEO, Group
General Counsel, and Group CFO – had ESG-related objectives as
part of their 2024 Strategic Objectives, as agreed by the
Remuneration Committee. These were assessed as part of annual
performance reviews. See the scorecard in the remuneration section
on pages 131 to 133 for details. The Group General Counsel leads
the delivery of the Group’s overall ESG programme and updating
the Board on ESG matters. The Group CFO is responsible for
delivering the Group’s climate change reporting, supported on a
day-to-day basis by the Group Director for Corporate Affairs.
Managing business continuity and technology risks
Our Operational Resiliency framework and Business Continuity
Management is focused on our ability to prevent, respond, recover
and learn from disruption. Our goal is to ensure the safety of our
staff and systems, minimise business disruption, and manage 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 (‘ERMF’). Global and
Regional Change Advisory Boards oversee technology updates.
IT incidents are tracked and managed based on the severity of the
incident against an application and IT Services tiering scale.
This year we experienced no IT, Business Continuity, data, or
cybersecurity breaches that caused significant market disruption
or had a material adverse effect on our business.
Business ethics
We are dedicated to upholding the highest standards of integrity
among all colleagues. Our Code of Conduct, updated in 2024,
outlines these standards. It is supported by various policies and
resources, including the TP ICAP Employee Handbook, Regional
Compliance Manuals, Malus and Clawback Policy, Whistleblowing
Policy, and our Supplier Code of Conduct.
Our Whistleblowing Policy helps to ensure that concerns are
addressed fairly and effectively. Employees are encouraged and
expected to report legitimate concerns about wrongdoing. The
policy details the process for raising concerns, how investigations
are conducted, and provides assurances of confidentiality. Our
independently managed whistleblowing hotline is available 24/7
to colleagues, suppliers, and other third parties. The Audit
Committee oversees the operation and effectiveness of the Group’s
whistleblowing system and controls. For more details, see the Audit
Committee report on pages 102 to 107.
All colleagues participate in mandatory training programmes to
enhance professional integrity and prevent breaches. Training
modules include Preventing Market Abuse, Anti-Bribery &
Corruption, Anti-Money Laundering, Sanctions, and Cybersecurity.
This year, we launched new mandatory training modules on US
regulatory requirements, and new trade execution rules established
by the Commodity Futures Trading Commission (‘CFTC’). Training is
tailored to reflect both role and region. In 2024, the average
number of training hours per employee was 7.4, up from 6.2 in 2023.
Colleagues must attest that they have read and understood their
region’s Compliance Manual and the Code of Conduct. Completion
is tracked and contributes to annual performance reviews.
To maintain a strong conduct culture, our leaders regularly
communicate the importance of good behaviour. Our Triple-A
values emphasise Accountability, focusing on building trust by
being accountable to ourselves, our colleagues, our clients, and
broader stakeholders.
We hold our suppliers to high standards of business conduct, as
outlined in our Supplier Code of Conduct. This code covers
workforce and human rights, health and safety, diversity, and
environmental sustainability.
More online
ReadourSupplierCodeofConductonourwebsite:
https://tpicap.com/tpicap/responsibility/our-commitments/
procurement-and-modern-slavery
Human rights and modern slavery
We support the UN Guiding Principles on Business and Human
Rights. We are committed to taking steps to combat the risk of any
form of modern slavery occurring in our business or supply chain.
More online
Readourmodernslaverycommitmentsonourwebsite:https://
tpicap.com/tpicap/responsibility/our-commitments/
Promotingtransparentandefficientcapitalmarkets
We operate at the heart of the world’s financial, energy and
commodity markets, connecting clients to liquidity and data
solutions. This enables wholesale markets to function effectively
and efficiently, especially during times of market stress. In 2024,
there were no recorded halts due to public information releases
or volatility.
Tax and other social payments
Our Group’s Tax strategy, available on our website, sets out our
commitment to complying with tax laws responsibly and
maintaining open, constructive relationships with tax authorities
globally. The Group’s tax risk appetite is low.
More online
ReadourGroupTaxstrategypublishedonourwebsite:
https://tpicap.com/tpicap/responsibility/our-commitments/
group-tax-strategy
Political contributions
Nil. It is Company policy not to make cash contributions to any
political party. However, within the normal activities of the Group,
there may be instances where activities fall under the broader
definition of ‘political expenditure’. Therefore, we seek shareholder
authority to make limited donations at each AGM.
ESG reporting and performance management
We are committed to strong ESG reporting to support transparent
disclosure and meeting our ESG-related regulatory obligations.
This year, we appointed Watershed as our new carbon accounting
provider. Watershed’s approach to providing granular, audit-ready
data is another important step in our ESG reporting journey.
The Group works to meet climate-related reporting requirements in
line with the Task Force on Climate-related Financial Disclosures
(‘TCFD’). Our 2024 TCFD statement is included within this report on
pages 64 to 73.
ESG ratings
We believe that ESG ratings are an important indicator of our
commitment to transparency and sustainability. Through active
engagement with ESG ratings agencies, we continue to improve
upon our ESG rating performance, consistently enhancing our
ratings over the past year. This year, TP ICAP was included in The
Financial Times’ Europe Climate Leaders list in recognition of our
operations emissions reductions and strong approach to climate
governance.
ESG risk management
We manage our ESG risks through our ERMF, as set out on
pages 59 and 60.
The Group was awarded an ‘AA’ rating by MSCI, one of the
world’s leading ESG ratings agencies, up from ‘A’ in 2023.
Our new AA status places us in MSCI’s ‘Leader’ category
for our industry group, recognising the strength of our
approach to managing and reporting on ESG issues.
We completed the CDP Climate Change Questionnaire
to secure external benchmarking. In early 2025,
CDP awarded TP ICAP ‘C’, showing awareness-level
engagement on climate-related topics.
Our corporate values
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202440 41
Strategic report
Financial and operating review
All percentage movements quoted in the analysis of
financial results that follow are in reported currency,
unless otherwise stated.
Introduction
The Group had a record 2024, achieving a 3% increase in full year
revenue to £2,253m (+5% in constant currency). This strong
performance was driven across all divisions trading well and
complemented by tight cost control.
Liquidnet reported a record 12% increase in revenue (+15% in
constant currency), capitalising on improved equity markets and
delivering significant market share gains. Equities, the largest part
of the division, increased revenue by 15%. This strong revenue
performance combined with a 14% reduction in management and
support costs (excluding depreciation and amortisation), have
significantly enhanced the operational leverage of Liquidnet,
resulting in a record adjusted EBIT
1
of £53m and 15.0% margin,
compared to £10m and 3.2% in 2023.
Parameta Solutions reported a 5% revenue growth (+8% in
constant currency), as it continues to expand its product
offerings and broaden its client base, through the strength
of its distribution network.
Global Broking, which contributed 57% of the Group’s revenue in
2024, delivered revenue growth of 1% (+4% in constant currency),
with a stronger revenue performance in the second half of the year,
as the division benefited from greater market volatility. Energy &
Commodities delivered 1% revenue growth (+2% in constant
currency), consolidating on the strong prior year that saw double
digit growth across Oil, Power and Gas, compared with 2022.
Our focus on continued cost discipline, enhanced broker
productivity (average revenue per broker +9% in constant currency)
and Liquidnet’s turnaround, led to an increase in the Group’s
adjusted EBIT to £324m and an improved margin of 14.4% (2023
2
:
£299m and 13.6%).
The Group incurred significant items of £91m pre-tax (2023: £180m),
of which around 60% were non-cash (2023: 85%). Consequently, the
Group’s reported EBIT grew 89% to £236m (2023
2
: £125m).
We are managing our capital dynamically. The Group reduced
gross debt by c.£80m in the year resulting in an improved leverage
ratio
3
of 1.6x, compared with 1.9x in 2023. We delivered strong cash
generation, with a cash conversion ratio
4
of 144% (2023: 124%). A
three-year programme launched in 2024 to release at least £50m
of surplus cash through legal entity consolidations, and a further
£50m in annualised cost savings through operational efficiencies,
is progressing well. In 2024, we started to realise benefits from these
initiatives to moderate inflationary pressures. In the past 12 months,
the unrestricted cash
5
has increased by c.£70m, which is after the
majority of two £30m buybacks, an increase in the total dividend
and operational efficiencies programme investment. We have
announced a further share buyback programme of £30m, our
fourth in 18 months, demonstrating our commitment to return
surplus capital to shareholders. Finally, in line with our dividend
policy, the Board is proposing a final dividend of 11.3 pence
per share representing a full year 2024 dividend of 16.1 pence
per share, up 9%.
Robin Stewart
Executive Director and Chief Financial Officer
11 March 2025
1 For more detail on Alternative Performance Measures, refer to the Appendix
on page 216.
2 2023 adjusted EBIT restated to £299m from £300m to reflect reclassification of
FX gains on non-GBP borrowing and related derivatives to net finance expense.
Reported EBIT restated to £125m from £128m
3 Total debt (excluding finance lease liabilities) divided by 12 months adjusted
EBITDA as defined by our Rating Agency.
4 Defined as: Free cash flow divided by adjusted earnings attributable to the equity
holders of the parent. For more detail on Alternative Performance Measures,
refer to the Appendix on page 216.
5 Unrestricted cash includes cash required for working capital purposes, and cash
in excess of that required for regulated capital and liquidity requirements, show
capital/settlement cash and collateral.
Revenue
£2,253m
Cash conversion
4
144%
Fourth buyback
£30m
Financial and
operating review
“ The Group delivered a strong
performance in 2024, with record
revenues and profits alongside
disciplined cost management, strong
cash generation, and a fourth £30m
buyback announced.”
TP ICAP GROUP PLC Annual Report and Accounts 202443
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 202442
Financial and operating review continued
Key financial and performance metrics
2024
£m
2023
reported
currency
restated
3
£m
2023
constant
currency
restated
3
£m
Reported currency
change
Constant currency
change
Revenue 2,253 2,191 2,142 3% 5%
Reported
– EBIT 236 125 123 89% 92%
– EBIT margin 10.5% 5.7% 5.7% +4.8%pts +4.8%pts
Adjusted
1
– Contribution 867 848 829 2% 5%
– Contribution margin 38.5% 38.7% 38.7% (0.2)%pts (0.2)%pts
– EBITDA 398 372 359 7% 11%
– EBIT 324 299 289 8% 12%
– EBIT margin 14.4% 13.6% 13.5% +0.8%pts +0.9%pts
Average
– Broker headcount 2,542 2,556 2,556 (1%) (1%)
– Revenue per broker2 (£’000)
732 716 669 2% 9%
– Contribution per broker2 (£’000) 265 268 250 (1%) 6%
Period end
– Broker headcount 2,572 2,523 2,523 2% 2%
– Total headcount 5,270 5,179 5,179 2% 2%
1 ‘Adjusted’ is one of the alternative performance measures (‘APM’) which is useful to enhance the understanding of business performance. Refer to the Income statement
section below for details.
2 Revenue per broker and contribution per broker are calculated as external revenue and contribution of Global Broking, Energy & Commodities and Liquidnet (excluding the
acquired Liquidnet platform) divided by the average broker headcount for the year.
3 2023 reported EBIT restated to £125m from £128m to reflect reclassification of FX gains on non-GBP borrowing and related derivatives to net finance expense (adjusted
EBIT restated to £299m from £300m).
Income statement
While not a substitute for reported IFRS, management believe adjusted figures provide relevant information to better understand the
underlying business performance. These adjusted measures, and other alternative performance measures (‘APMs’), are also used by
management for planning purposes and to measure the Group’s performance.
2024
Adjusted
£m
Significant
items
£m
Reported
£m
Revenue 2,253 – 2,253
Employment, compensation and benefits (1,396) (8) (1,404)
General and administrative expenses (467) (35) (502)
Depreciation and impairment of PPE and ROUA (42) (6) (48)
Amortisation and impairment of intangible assets (32) (42) ( 74)
Operating expenses (1,937 ) (91) (2,028)
Other operating income 10 – 10
– FX (5) – (5)
– Other items 3 3 6
Other gains/(losses) (2) 3 1
EBIT 324 (88) 236
Net finance expense (21) (1) (22)
Profit before tax 303 (89) 214
Tax (80) 17 (63)
Share of net profit of associates and joint ventures 21 (2) 19
Non-controlling interests (3) – (3)
Earnings 241 ( 74) 167
Basic average number of shares (millions) 756.9 – 756.9
Basic EPS (pence per share) 31.8 – 22.1
Diluted average number of shares (millions) 785.7 – 785.7
Diluted EPS (pence per share) 30.7 – 21.3
2023 restated
Adjusted
restated
£m
Significant
items
1
£m
Reported
restated
2
£m
Revenue 2,191 – 2,191
Employment, compensation and benefits (1,354) (6) (1,360)
General and administrative expenses (469) (38) (507)
Depreciation and impairment of PPE and ROUA (45) (11) (56)
Amortisation and impairment of intangible assets (28) (130) (158)
Operating expenses (1,896) (185) (2,081)
Other operating income 14 8 22
– FX (11) 3 (8)
– Other items 1 – 1
Other gains/(losses) (10) 3 (7)
EBIT 299 (174) 125
Net finance expense (28) (1) (29)
Profit before tax
271 (175) 96
Tax (67) 27 (40)
Share of net profit of associates and joint ventures 25 (5) 20
Non-controlling interests (2) – (2)
Earnings 227 (153) 74
Basic average number of shares (millions) 777.7 – 777.7
Basic EPS (pence per share) 29.2 – 9.5
Diluted average number of shares (millions) 794.2 – 794.2
Diluted EPS (pence per share) 28.6 – 9.3
1 Significant items are categorised, as per details in the Significant items section.
2 Prior year numbers have been restated to reflect net £4m FX loss in reported currency, from General and administrative expenses to net finance expense on retranslation of
non-GBP cash and operating assets and liabilities (£3m gains Reported, £1m gains Adjusted and £2m gains in Significant items) and to Other gains/(losses) on fair value
gains/(losses) of assets and liabilities (£7m losses Reported, £10m losses Adjusted and £3m gains in significant items). Reported EBIT decreased by £3m (£1m losses in
Adjusted and £2m losses in Significant items).
All percentage movements quoted in the analysis of financial results that follow 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 2024 reached £2,253m, a 5% increase over the prior year (+3% in reported currency). Global Broking revenue rose
by 4% (+1% rise in reported currency), after a slow first quarter, as the division regained momentum following persistent geopolitical
uncertainties, leading to an increase in trading volumes across all regions, particularly benefiting the Rates, FX and Money Markets
businesses. Energy & Commodities revenue increased by 2%, driven by continued demand for energy sources in Oil, Power and Gas.
Liquidnet’s revenue grew significantly by 15% as it benefited from the recovery in equity markets, increased volatility from global elections
and growth in market share. Parameta Solutions revenue increased by 8%, benefiting from increased demand for over-the-counter data,
the expansion of its product offerings, diversification of its client base and higher client retention rates.
By business division
2024
£m
2023 (reported
currency)
£m
2023 (constant
currency)
£m
Reported
currency
change
Constant
currency
change
Rates 574 566 551 1% 4%
FX & Money Markets 318 312 306 2% 4%
Equities 241 237 233 2% 3%
Credit 117 121 118 (3)% (1)%
Inter-division revenue¹ 24 22 22 9% 9%
Global Broking 1, 274 1,258 1,230 1% 4%
Energy & Commodities 458 455 447 1% 2%
Inter-division revenue¹ 3 3 3 0% 0%
Energy & Commodities 461 458 450 1% 2%
Liquidnet 354 315 308 12% 15%
Data & Analytics 191 185 179 3% 7%
Inter-division revenue¹ 7 4 4 75% 75%
Parameta Solutions 198 189 183 5% 8%
Inter-division eliminations¹ (34) (29) (29) 17% 17%
Total revenue 2,253 2,191 2,142 3% 5%
1 Inter-division revenue has been recognised in Global Broking, Energy & Commodities and Parameta Solutions to reflect the value of proprietary data provided to Parameta
Solutions and services it supplies to the other divisions. The inter-division revenue and inter-division costs are eliminated upon the consolidation of the Group’s financial results.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202444 45
Strategic report
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 directly linked to the output of our brokers. The largest element of this is broker
compensation and 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.
2024
£m
2023
(reported
currency)
restated
2
£m
2023
(constant
currency)
restated
2
£m
Reported
currency
change
Constant
currency
change
Front office costs
– Global Broking
781 762 745 2% 5%
– Energy & Commodities
319 304 298 5% 7%
– Liquidnet
218 207 202 5% 8%
– Parameta Solutions 72 71 69 1% 4%
Total front office costs
1
1,390 1,344 1,314 3% 6%
Management and support costs
– Employment costs
333 319 314 4% 6%
– Technology and related costs
90 93 92 (3)% (2)%
– Premises and related costs
27 29 29 (7)% (7)%
– Depreciation and amortisation
74 73 70 1% 5%
– Other administrative costs 23 38 38 (40)% (40)%
Total management and support costs
547 552 543 (1)% 1%
Significant items 91 185 183 (51)% (50)%
Total operating expenses 2,028 2,081 2,040 (3)% (1)%
1 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.
2 Prior year numbers have been restated to reflect net £4m FX loss in reported currency, from Other administrative costs to net finance expense on retranslation of non-GBP
cash and operating assets and liabilities (£3m gains Reported, £1m gains Adjusted and £2m gains in Significant items) and to Other gains/(losses) on fair value gains/(losses)
of assets and liabilities (£7m losses Reported, £10m losses Adjusted and £3m gains in significant items).
Total front office costs increased by 6% to £1,390m (+3% on a
reported currency) compared with 2023, in line with the increase
in revenue. Total management and support costs of £547m were
flat despite inflationary pressures, reflecting our commitment to
cost control.
Total operating expenses decreased by 1% to £2,028m (-3% in
reported currency) driven by the reduction in significant items costs,
which was offset by the increase in front office costs.
The Group continues to focus on cost management to drive
sustained value creation through operational efficiency. The
change initiatives announced in August 2024 and focusing on
technology and data, target operating model, procurement and
vendor management, and real estate optimisation will deliver
annual run-rate cost savings of £50m by 2027. These savings will
help us moderate the impact of inflationary pressure over the
period. We are on track to deliver the efficiency initiatives,
targeting actions that will achieve more than half of the annualised
cost savings by 2026.
FX gains/(losses) are reported separately from the total operating
expenses, to better reflect the underlying nature of these costs.
Refer to the income statement section for details.
Capital and liquidity management
Capital management
The Group is committed to releasing cash for further capital returns,
debt reduction, and ongoing business investment, including
targeted M&A, where appropriate.
We launched a third £30m buyback programme in August, which
was completed in January 2025. We are announcing another £30m
buyback programme, bringing the total share buybacks to £120m
since the first announcement of the programme in August 2023.
Our focus on strategic financial management has led to a £70m
increase in unrestricted cash in 2024, which is after the majority of
two £30m share buybacks, an increase in the final dividend and
investment into the operational efficiencies programme. The Group
debt and other financing obligations also reduced by c.£100m over
the past 18 months. This helped lower our net finance costs and
improved our investment grade headroom.
The gross debt to EBITDA leverage ratio is now 1.6x, lower than the
1.9x reported in our full year 2023 results.
Liquidity management
The Group successfully extended the £350m syndicated Revolving
Credit Facility (‘RCF’) to May 2027. Additionally, in March 2024, the
Yen RCF, with a Japanese strategic partner, increased from ¥10bn
to ¥20bn and extended to August 2026, enhancing our liquidity
management and financial flexibility.
Significant items
Significant items distort comparisons due to their size, nature or
frequency and are therefore excluded from adjusted performance
measures in order to provide better understanding, comparability
and predictability of the underlying trends of the business, to arrive
at adjusted operating and profit measures.
Significant items are categorised as below:
Restructuring and related costs
Restructuring and related costs arise from initiatives to reduce the
ongoing cost base and improve efficiency to enable the delivery of
our strategic priorities. These initiatives are significant in size and
nature to warrant exclusion from adjusted measures. Costs for other
smaller scale restructuring are retained within both reported and
adjusted results.
Disposals,acquisitionsandinvestmentsinnewbusinesses
Costs and any income related to disposals, acquisitions and
investments in new business are transaction dependent and can
vary significantly year-on-year, depending on the size and
complexity of each transaction. Amortisation of purchased and
developed software is contained in both the reported and adjusted
results as these are considered to be core to supporting the
operations of the business.
Impairment
The Group conducts its goodwill, intangible asset and investments
in associates and joint ventures impairment test annually in
September, or more frequently if indicators of impairment exist.
Impairment assessments are performed by comparing the carrying
amount of assets or cash generating units (‘CGUs’), with its
recoverable amount. Judgement is involved in estimating the future
cash flows and the rates used to discount these cash flows.
Legalandregulatorymatters
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.
The table below shows the significant items in 2024 versus 2023, of
which around 60% of the total 2024 costs are non-cash (2023: 85%).
2024
£m
2023
£m
Restructuring and related costs
– Property rationalisation¹ 4 15
– Liquidnet integration – 9
– Group cost saving programme
2
10 2
Subtotal 14 26
Disposals, acquisitions and investment in new business
– Amortisation of intangible assets arising on consolidation 42 44
– Liquidnet acquisition related – 10
– Strategic project costs
3
20 –
– Deferred consideration – (3)
Subtotal 62 51
Legal and regulatory matters – subtotal
4
8 11
Impairment of goodwill and intangible assets
– Liquidnet impairment of goodwill
– 47
– Liquidnet impairment of customer relationship – 39
Subtotal – 86
Other Significant Item
– Auditor transition fees
5
4 –
Subtotal 4 –
Total pre-financing cost 88 1 74
– Interest on VLN’s & amortisation of discount on deferred consideration and GIP provision 1 1
Total post-financing cost 89 175
– Associate impairment 2 5
Total post-financing cost and impairment 91 180
– Tax relief (17) (27)
Reported earnings 74 153
1 Includes costs to rationalise our US property footprint.
2 Includes costs on the operational efficiencies programme launched in 2024.
3 Project costs in relation to assessment of Parameta Solutions strategic options.
4 Includes costs related to significant legal proceedings and regulatory matters.
5 Reflects external auditor transition related costs.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202446 47
Strategic report
Financial and operating review continued
Net finance expense
The adjusted net finance expense of £21m (reported £22m) is £7m
lower compared with 2023 due to an increase in interest income,
leveraging a favourable interest rate environment.
Tax
The effective rate of tax on adjusted earnings is 26.4% (2023:
24.7%). This is lower than our guidance due to one-off credits on
finalisation of the tax position for earlier years. The effective rate of
tax on reported earnings is 29.4% (2023: 41.7%).
Basic EPS
The average number of shares used for the 2024 basic EPS
calculation is 756.9m (2023: 777.7). This is based on:
> 788.7m shares in issue as at 31 December 2023;
> Plus 5.0m of time-apportioned issuance of new shares;
> Less 9.6m held by the Group’s Employee Benefit Trust (‘EBT’)
comprised of 9.5m shares at 31 December 2023, and the
time-apportioned movements of 0.1m during 2024;
> Less 27.2m of treasury shares acquired through the share buyback
programme comprised of 16.6m at 31 December 2023, and the
time-apportioned movements of 10.6m during 2024.
The Group’s EBT has waived its rights to dividends.
The reported basic EPS for 2024 was 22.1 pence (2023: 9.5 pence)
and adjusted basic EPS for 2024 was 31.8 pence (2023: 29.2 pence).
Dividend
The Board is recommending a final dividend for 2024 of 11.3 pence.
Together with the interim dividend of 4.8 pence, this results in a
total dividend for the year of 16.1 pence, an increase of 9% from the
previous year. This recommendation aligns with the Group’s
dividend policy, which targets a dividend cover of approximately
2x on adjusted post-tax earnings. The final dividend will be paid on
23 May 2025 to shareholders on the register at close of business on
11 April 2025. The ex-dividend date will be 10 April 2025.
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 1 May 2025.
Guidance for 2025
Our guidance for 2025 is as follows:
> The Group is comfortable with the current market expectations
for adjusted EBIT, subject to FX movements, as we expect cost
savings from the operational efficiency program to moderate the
impact of inflation;
> Group net finance expense in the range of £30m to £35m, as we
expect to refinance our bond that matures in 2026;
> Group effective tax rate on adjusted earnings to return to
normalised level of c.28%;
> Significant items are expected to be c.£115m before tax and
excluding potential income and costs associated with legal and
regulatory matters. This will be driven by the costs of delivering
operational efficiencies and costs relating to the strategic
options being pursued for Parameta Solutions;
> Dividend cover of c.2x adjusted post-tax earnings.
Parameta Solutions medium-term outlook
> Should we proceed with the listing of Parameta Solutions, our
intention would be to return most of the proceeds to our
shareholders;
> We do not anticipate any impact on the Group’s dividend policy,
in the event Parameta Solutions is listed;
> Revenue growth rates expected to rise low to mid teens
1
by 2027;
> Adjusted EBITDA
2
margin expected to reduce temporarily to
mid-30s in 2025-26, following incremental investment in the
business, and then rise to around 40% by 2027.
Substantial medium-term cash generation
> Over the medium-term, we expect to generate substantial cash
organically, in addition to previously announced £50m through
legal entity consolidation;
> We will achieve this by focusing on productivity, contribution,
and balance sheet optimisation;
> We expect to provide an update on surplus cash generation at
the Interim Results in August.
Performance by primary operating segment (divisional basis)
The Group presents below the results of its business by primary operating segment with a focus on revenue and APMs used to measure and
assess performance.
2024
GB
1
£m
E&C
1
£m
LN
£m
PS
1
£m
Corp/Elim
£m
Total
£m
Revenue:
– External 1,250 458 354 191 – 2,253
– Inter-division¹ 24 3 – 7 (34) –
1, 274 461 354 198 (34) 2,253
Total front office costs:
– External (781) (319) (218) (72) – (1,390)
– Inter-division¹ (7) – – (27) 34 –
(788) (319) (218) (99) 34 (1,390)
– Other gains/(losses) 4 – – – – 4
Contribution 490 142 136 99 – 867
Contribution margin 38.5% 30.8% 38.4% 50.0% n/a 38.5%
Net management and support costs:
– Management and support costs (253) (76) (75) (13) (56) (473)
– Other gains/(losses) – – – – (6) (6)
– Other operating income 2 – – – 8 10
Adjusted EBITDA 239 66 61 86 (54) 398
Adjusted EBITDA margin 18.8% 14.3% 17.2% 43.4% n/a 17.7%
– Depreciation and amortisation (34) (10) (8) (3) (19) ( 74)
Adjusted EBIT 205 56 53 83 (73) 324
Adjusted EBIT margin 16.1% 12.1% 15.0% 41.9% n/a 14.4%
Average broker headcount 1,802 602 138 – – 2,542
Average sales headcount – – 110 – – 110
Revenue per broker (£’000)4 707 766 1,137 – – 732
Contribution per broker (£’000)4 272 236 290 – – 265
2023 (constant currency)
GB
1
£m
E&C
1
£m
LN
£m
PS
1
£m
Corp/
Elim
£m
Total
£m
Revenue:
– External 1,208 447 308 179 – 2,142
– Inter-division¹ 22 3 – 4 (29) –
1,230 450 308 183 (29) 2,142
Total front office costs:
– External
2
(745) (298) (202) (69) – (1,314)
– Inter-division¹ (4) – – (25) 29 –
( 74 9 ) (298) (202) (94) 29 (1,314)
– Other gains/(losses)
2
1 – – – – 1
Contribution 482 152 106 89 – 829
Contribution margin 39.2% 33.8% 34.4% 48.6% n/a 38.7%
Net management and support costs:
– Management and support costs
3
(254) ( 74) (85) (11) (50) (473)
– Other gains/(losses)
3
1 – – (1) (10) (11)
– Other operating income 3 1 – – 10 14
Adjusted EBITDA 232 79 21 77 (50) 359
Adjusted EBITDA margin 18.9% 17.6% 6.8% 42.1% n/a 16.8%
– Depreciation and amortisation (30) (8) (12) (2) (18) (70)
Adjusted EBIT
3
202 71 9 75 (68) 289
Adjusted EBIT margin 16.4% 15.8% 2.9% 41.0% n/a 13.5%
Average broker headcount 1,815 599 142 – – 2,556
Average sales headcount – – 107 – – 107
Revenue per broker (£’000)4 678 749 1,009 – – 669
Contribution per broker (£’000)4 266 252 244 – – 250
1 In constant currency.
2 In the event that we proceed with the listing of Parameta Solutions, adjusted
EBITDA would exclude share-based payments and significant items, but would
also include incremental costs of being a listed business. Accordingly, on a
proforma basis, Parameta Solutions’ 2024 margin would be around 2 percentage
points lower than that reported for 2024.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202448 49
Strategic report
Financial and operating review continued
Performance by primary operating segment (divisional basis) continued
2023(reportedcurrency,restated)
GB
1
£m
E&C
1
£m
LN
£m
PS
1
£m
Corp/
Elim
£m
Total
£m
Revenue:
– External 1,236 455 315 185 – 2,191
– Inter-division
1
22 3 – 4 (29) –
1,258 458 315 189 (29) 2,191
Total front office costs:
– External
2
(762) (304) (207) (71) – (1,344)
– Inter-division¹ (4) – – (25) 29 –
(766) (304) (207) (96) 29 (1,344)
– Other gains/(losses)
2
1 – – – – 1
Contribution 493 154 108 93 – 848
Contribution margin 39.2% 33.6% 34.3% 49.2% n/a 38.7%
Net management and support costs:
– Management and support costs
3
(259) (75) (87) (14) (44) (479)
– Other gains/(losses)
3
– – – – (11) (11)
– Other operating income 3 1 – – 10 14
Adjusted EBITDA 237 80 21 79 (45) 372
Adjusted EBITDA margin 18.8% 17.5% 6.7% 41.8% n/a 17.0%
– Depreciation and amortisation (31) (9) (11) (2) (20) (73)
Adjusted EBIT
3
206 71 10 77 (65) 299
Adjusted EBIT margin 16.4% 15.5% 3.2% 40.7% n/a 13.6%
Average broker headcount 1,815 599 142 – – 2,556
Average sales headcount – – 107 – – 107
Revenue per broker (£’000)4
681 759 972 – – 716
Contribution per broker (£’000)4 272 257 262 – – 268
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 Prior year reported numbers have been restated to reflect £1m reclassification of fair value gains on trading derivatives from external costs to Other gains/(losses) in front
office costs.
3 Prior year numbers have been restated to reflect net £4m FX loss in reported currency, from Management and support costs to net finance expense on retranslation of non-
GBP cash and operating assets and liabilities (£3m gains Reported, £1m gains Adjusted and £2m gains in Significant items) and to Other gains/(losses) on fair value gains/
(losses) of assets and liabilities (£7m losses Reported, £10m losses Adjusted and £3m gains in significant items). Reported EBIT decreased by £3m (£1m losses in Adjusted and
£2m losses in Significant items).
4 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.
Liquidnet1
Liquidnet’s revenue increased significantly to £354m, and now
represents 16% of total Group revenue. Revenue was 15% higher
(+12% in reported currency), driven by strong momentum in the core
equities franchise as well as favourable volatile market conditions
in the Relative Value business. Institutional block market activity
benefited from increased activity arising from falling inflation and
the expectation of interest rate cuts.
Equity market conditions improved significantly compared to the
prior year as inflation subsided, global elections increased volatility
levels and clients reallocated to equities. As a result, institutional
activity increased compared to the prior year. The global
commission wallet increased by 11% year-on-year while total
revenue for Liquidnet Equities grew 18%, outperforming the market.
Revenues in block trading further increased by 23% underpinned by
significant block market share gains. In the US, ATS block market
share increased by 4%, to 28% and in EMEA, the LIS market share
increased by 4% to 40%, compared with 2023. Block market
volumes also rose across all regions. In the US, block market volumes
by the top five Agency Alternative Trading System (‘ATS’) venues
were up 28% compared with 2023. In EMEA, the Large in Scale
transactions (‘LIS’) volumes were up 28% in 2024. In Australia, the
Block Market was up 23%.
The Relative Value businesses continued to benefit from the interest
rate and political environments, reporting strong 25% growth.
Front office costs of £218m were 8% higher than prior period,
aligning with the revenue growth. The contribution margin for
Liquidnet improved to 38.4% from 34.4%.
Management and support costs, including depreciation and
amortisation, net of other operating income, totalled £83m for the
year, which was 14% lower than the prior year, driven by the
outcome of targeted cost reduction initiatives and tight cost
management over the last three years.
This enhanced operational leverage resulted in the adjusted EBIT
and margin increasing more than fivefold to £53m and 15.0%,
(2023: £9m and 2.9% in constant currency, £10m and 3.2% in
reported currency).
1 The Liquidnet division comprises of the Liquidnet platform, COEX Partners, ICAP
Relative Value and MidCap Partners businesses.
Global Broking
Global Broking’s revenue of £1,274m, which represents 57% of total
Group revenue, and increased by 4% in constant currency (+1% in
reported currency). Market volatility picked up in the second half of
the year, driven by geopolitical and economic factors, notably the
US election, and high levels of government indebtedness, which
supported trading activity in Rates, FX and Money Markets.
Rates revenue of £574m, representing 45% of Global Broking and
25% of Group, saw continued growth in Asia and Europe, while the
Americas maintained strong results against an exceptional prior
period. FX & Money Markets revenue increased by 4% driven by
strong growth in Asia and Europe. Credit revenue decreased by 1%.
Equities revenue increased by 3% against the prior year, aligning to
improved market conditions.
Front office costs, most of which are variable with revenue were 5%
higher (+3% in reported currency). Consequently, the contribution
margin dropped marginally to 38.5% from 39.2%.
The division maintained its market-leading position. Revenue
per broker increased by 4%, as we continue to focus on
broker productivity.
Management and support costs, including depreciation and
amortisation and net of other operating income, increased by 2%
to £285m, driven by increased investment in the deployment of our
electronic platform, Fusion.
Adjusted EBIT was £205m, with a margin of 16.1%, 0.3%pts lower
than the prior period (2023: £202m and 16.4% in constant currency,
£206m and 16.4% in reported currency), as the division continues to
invest in transforming the business through technology.
Energy & Commodities
Energy & Commodities revenue increased to £461m, accounting for
20% of total Group revenue. A 2% rise over the prior period (+1% in
reported currency) was driven by gains across its major asset
classes, Oil, Power, and Gas fuelled by ongoing geopolitical
uncertainty. Oil demand decreased, especially in China, while
supply remained relatively high, keeping prices within a narrow
range. Gas prices were stable in 2024, with demand driven by Asia.
The Power sector was supported by a rebound in electricity
demand. The Asia and Europe regions saw a significant increase
(12% and 6% respectively) in revenues compared to the prior year,
while the Americas faced challenging market opportunities in a
highly competitive environment, resulting in a 7% decrease.
Front office costs increased by 7% to £319m, driven by continued
competition for broker talent amid high levels of activity in the
sector, leading to a decrease in the contribution margin to 30.8%
from 33.8% in the prior year.
Revenue per broker increased by 2% compared to the prior year.
Management and support costs, including depreciation and
amortisation and net of other operating income, increased by 6%
to £86m, driven by investment in the deployment of our electronic
platform, Fusion. As a result, the adjusted EBIT fell by 20% to £56m,
achieving a margin of 12.1% (2023: £71m and 15.8% in constant
currency, £71m and 15.5% in reported currency).
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202450 51
Strategic report
Financial and operating review continued
Parameta Solutions
Parameta Solution’s revenue of £198m, constituting 9% of total
Group revenue, increased by 8% compared with the prior year (+5%
in reported currency). This growth was driven by both indicative
pricing data and innovative offerings, benefiting from the
substantial demand for financial markets data. Subscription-based
recurring revenue as a percentage of total revenue was 97% (up
from 96% in the prior year), with Annual Recurring Revenue (ARR)
growing by 9% year-on-year. This demonstrates our ability to
retain, upsell, and grow our revenue from the existing client base.
Growth was particularly strong across EMEA, with increased
revenue from both buyside and sellside clients.
We continued to expand our indicative pricing data service with 20
new product launches. This includes the first environmental
offerings in Energy & Commodities, where we have introduced
Guarantees of Origin and US Carbon Pricing.
Contribution margin increased to 50.0%, up +1.4%pts (+0.8%pts in
reported currency) primarily driven by increased revenues.
Management and support costs, including depreciation and
amortisation, net of other operating income increased by £2m to
£16m. As part of establishing Parameta Solutions as an increasingly
independent entity, the increase in costs are essential to enhance
independent governance and drive the performance and efficiency
of operations.
The adjusted EBITDA was £86m, with a margin of 43.4%, an
increase of 1.3%pts from the prior year.
Adjusted EBIT was £83m, with a margin of 41.9%, 0.9%pts higher
than the prior year (2023: £75m, and 41.0% in constant currency,
£77m and 40.7% in reported currency).
We delivered strong cash generation with a free cash flow of
£346m representing a 144% conversion of adjusted attributable
earnings into cash (2023: 124%). This includes a temporary cash
inflow of £46m from Matched Principal trade settlement balances,
offset by temporary outflow of £38m from increase in stock lending
balance. Other working capital inflow of £71m (2023: £108m) is
driven by higher payables and other accruals resulting from
increased trading activity. Tax payments are lower than the prior
year, which included £32m of accelerated payments.
Total other investing and financing activities includes a £50m
payment of Liquidnet deferred consideration, £48m outflow from
the share buyback programmes announced in March 2024 and
August 2024, £113m outflow from increased dividends paid in 2024
(2023: £99m), £76m outflow from repayment of the remaining
£37m of 2024 Sterling Notes and £39m Liquidnet Vendor Loan
Notes and £24m inflow arising mainly from maturity of UK Gilts, no
longer required to support trade settlement following legal entity
rationalisation.
Debt finance
The composition of the Group’s outstanding debt is
summarised below.
At 31 December
2024
£m
At 31 December
2023
£m
5.25% £247m Sterling Notes
January 2024
1
– 37
5.25% £250m Sterling Notes
May 2026
1
251 250
2.625% £250m Sterling Notes
November 2028
1
249 249
7.875% £250m Sterling Notes
April 2030
1
251 251
Subtotal 751 787
Revolving credit facility drawn –
Totan – –
Revolving credit facility
drawn – banks – –
3.2% Liquidnet Vendor Loan Notes – 40
Overdrafts 2 10
Debt (used as part of net
(funds)/debt) 753 837
Lease liabilities 221 251
Total debt 9 74 1,088
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 total debt, excluding lease liabilities, reduced to £753m
from £837m as at 31 December 2024. This resulted mainly from the
repayment of the remaining £37m of the 2024 Sterling Notes and
the Liquidnet Vendor Loan Notes.
The Group’s £350m main bank revolving credit facility, maturing in
May 2027, and the ¥20bn Totan facility, maturing in August 2026,
were both undrawn as at the year end.
Cash flow
The table below shows the changes in cash and debt for the years
ending 31 December 2024 and 31 December 2023.
£m
2024
£m
2023
Restated
1
£m
EBIT reported 236 125
Depreciation, amortisation and
other non-cash items 152 229
Disposal of property, plant and
equipment – –
Movement in working capital
– changes in net Matched Principal
balances 46 (20)
– change in net stock lending
balances (38) (4)
– change in other working capital
balances 71 108
Income taxes paid
– periodic tax paid (52) (57)
– accelerated tax paid – (32)
Net interest and loan facility
fees paid (23) (33)
Capital expenditure (64) (55)
Dividends received from associates
and joint ventures 20 22
Dividends paid to non-controlling
interests (2) (2)
Free cash flow
2
346 281
Receipt UK pension surplus, net of
pension tax payment – 30
Sale/(purchase) of financial assets 24 (19)
Net other investing activities 1 8
Deferred consideration paid on prior
year acquisitions (50) (1)
Dividend paid to TP ICAP
shareholders (113) (99)
Share buyback (48) (29)
Net borrowings (76) 39
Payment of lease liabilities (27) (29)
Other financing activities (11) (10)
Total other investing and
financing activities (300) (110)
Change in cash 46 171
Foreign exchange movements 1 (40)
Cash at the beginning of the year 1,019 888
Cash at the end of the year 1,066 1,019
1 2023 reported EBIT restated to £125m from £128m to reflect reclassification of FX
gains on non-GBP borrowing and related derivatives to net finance expense.
2 For more information on APMs see page 216.
The Group’s net cash balance of £1,066m, increased by £47m
in the year.
Free cash flow is presented to show a more sustainable view of cash
generation and to better understand the conversion of adjusted
earnings into cash. This measure reflects the cash and working
capital efficiency of the Group’s operations, and aligns tax with
underlying items and interest received with the operations
of the Group.
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 currencies for the Group are the USD and the
Euro. The financial statements for 2024 were prepared using the
average and period end exchange rates listed below.
In 2024, foreign exchange translation negatively impacted the
Group’s P&L. The average exchange rates for GBP against USD and
EUR were higher than 2023, adversely affecting the Group’s trading
performance, with around 60% of Group revenue and 40% of costs
in USD. The overall strengthening of GBP, against currencies in
which the Group operates, over the 12 month period resulted in a
total £6m loss in the P&L (2023: £11m loss) from the retranslation of
non-GBP cash, borrowings and related derivatives and operating
assets and liabilities. The FX loss on retranslation of non-GBP
borrowings and related derivatives amounting to £1m in 2024
(2023: £3m gain) is reflected in net finance expense, to better
reflect the nature of these costs.
Average 2024 2023
US Dollar $1.28 $1.24
Euro €1.18 €1.15
Period end 2024 2023
US Dollar $1.25 $1.27
Euro €1.21 €1.15
Regulatory capital
The Group’s regulated broking entities are obliged to meet the
prudential regulatory requirements imposed by the local regulator
of the jurisdiction in which they operate. The Group maintains an
appropriate excess of financial resources in such regulated entities
to support capital, liquidity and credit needs.
The FCA is the lead regulator of the Group’s UK businesses, for
which the capital adequacy requirements under the Investment
Firms Prudential Regime (‘IFPR’) apply. This sub-group maintains an
appropriate excess of financial resources.
Climate change considerations
We are committed to the ongoing assessment and management of
climate risks and opportunities. As part of this work, we incorporate
climate change considerations into our financial planning processes
to monitor the impacts of climate-related issues on our financial
performance and position. In 2023, we completed a detailed
qualitative, and quantitative, climate scenario analysis to deepen
our understanding of how climate-related issues could affect
the Group and its finances. The analysis was reviewed for
appropriateness in 2024 and concludes that the Group is not
expected to be materially impacted financially by climate
change over the timeframes and climate scenarios considered.
We will keep this analysis under review in line with regulatory and
stakeholder expectations.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202452 53
Strategic report
Stakeholder engagement
Our stakeholders
and engagement
The Board, together with the
Nominations & Governance
Committee conduct an annual
review of the Group’s key
stakeholders.
Our stakeholders are an essential part of
our business model. Understanding our
stakeholders enables us to engage in
proactive and constructive dialogue to
ensure we consider their needs and
priorities in decision-making.
Clients
Shareholders
Suppliers and
business partners
Communities and
environment
Employees
Regulators
TP ICAP
Group plc
The stakeholders below have been
identified by the Board as those
parties most likely to be affected by
its principal decisions and activities.
TP ICAP Group plc is a Jersey registered company pursuant to
the Companies (Jersey) Law 1991, and therefore its Directors are
not subject to the UK Companies Act 2006 requirements. This
includes section 172(1) and sections 414CA and 414CB of the UK
Companies Act 2006.
Despite this we are committed to active engagement with our
stakeholders. The Board recognises the differing needs and
interests of each stakeholder group and as such, tailors its
engagement approach for each key stakeholder group to foster
effective and mutually beneficial relationships. We understand
that positive relationships with our stakeholders promote high
standards of business conduct and governance.
Section 172(1) statement (including principal
decisions and engagement with stakeholders)
Section 172(1) of the Companies Act 2006 (‘Section
172(1)’), requires a director of a company to act in the way
that he or she considers, in good faith, would most likely
promote the success of the company for the benefit of its
members as a whole.
The Board of Directors confirms that during the year
ended 31 December 2024 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, while having due regard
to the matters set out in Section 172(1).
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 2024.
The Directors, both individually and collectively, believe
they have given due regard to the stakeholders and
matters set out in Section 172(1) (a) to (f) below:
(a) Consequences of any decision in the longterm.
(b) The interests of the company’s employees.
(c) The need to foster business relationships with
suppliers, customers and others.
(d) The impact of the company’s operations on the
community and the environment.
(e) The desirability of the company maintaining a
reputation for high standards of business conduct.
(f) The need to act fairly between members of the
company.
Delivering long-term sustainable
value for our stakeholders
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202454 55
Strategic report
Stakeholder
Employees
Our employees are crucial to the
ongoing success of the Group.
Shareholders
Our shareholders promote the
long-term growth and success
of the Group.
Clients
Our clients are fundamental to our
business and represent our most
significant business relationships.
Whyweengage
> To maintain an effective, open culture.
> To ensure the employee voice is heard,
respected and valued.
> To create a company where all
employees are engaged, feel
recognised and can succeed.
> Regular engagement with
shareholders ensures Group
policies, practices and strategic
direction continue to meet their
expectations.
> Engagement provides a platform
to raise aspirations for the Group.
> Regular and effective dialogue
enables the Board to understand
their needs and gauge
satisfaction with the Group as a
supplier and business partner.
> Engagement enables the Group
to adapt to our clients’ evolving
priorities.
Key priorities
and interests
> Career development and learning.
> To feel valued, recognised and
rewarded.
> Honest, transparent and open
communication.
> Flexible working.
> Financial and operating
performance of the Group.
> Long-term sustainable and
profitable growth.
> Good governance, ESG and
climate-related practices and
policies.
> Value and cost.
> High quality services addressing
their liquidity needs.
> Good communication,
transparency and trust.
Strategic
objective/
link to strategy
Group
engagement
> Annual MyVoice – Workforce
engagement survey.
> Pay, reward and benefits.
> Employee communication through
varied channel delivery and content.
> Open invitation focus group
discussions were held across all regions
and roles.
> The CFO, CEO and Investor
Relations team attended key
investor meetings and
participated in a number of
investor roadshows in Europe and
the United States of America.
> In-person meetings with key
shareholders.
> The Group has been focusing on a
streamlined accounts receivable
process and providing support to
clients to enhance the trade
recaps and standardised billing
processes.
> Introduction of technology to
automate and improve services.
Board
engagement
> Board receives and acknowledges
feedback from MyVoice surveys.
> Dedicated workforce Engagement
Non-executive Directors.
> Non-executive Directors hosted
employee engagement sessions.
> The Board and Remuneration
Committee reviewed the Group’s
pension and benefits offering to
ensure that they remained
competitive.
> As part of the Directors’
Remuneration Policy review, the
Chair of the Board and Chair of
the Remuneration Committee
conducted a formal consultation
process, which included meetings
with the Group’s largest
shareholders representing over
60% of our issued share capital
(including all of the top 10%
shareholders).
> The Board reviewed and
approved the Supplier Code of
Conduct and Human Trafficking
Statement.
> The Board received client reports
and accounts receivables analysis.
> The Board considered the output
from client engagement and
dialogue.
Outcomes
> Employees have reported a
substantial understanding of the
Company’s strategy and values.
> The recommendation rate of TP ICAP
as a great place to work has risen from
62% to 70% over the past three years.
> Following feedback from
shareholders the Board approved
the continuation of the Group’s
Share Buyback programme.
> The streamlined accounts
receivable process has received
positive feedback from our clients.
Priorities for FY 25
> Building on network building and cross
divisional team working to enhance
feelings of ‘belonging’.
> Formalise recognition of long-service
and good performance.
> Continued engagement and
dialogue with our shareholders.
> Consideration at the Board’s
Strategy Day of the best way to
achieve long-term sustainable
and profitable growth.
> Continue engagement and
dialogue to further the
understanding of our client’s
needs and improve services.
> Leverage the strategic
collaboration with Amazon Web
Services to provide new and
innovative products and to
strengthen the delivery of existing
products.
Regulators
As a global business, the Group is
subject to the requirements of several
different regulators.
Suppliers and
business partners
We foster strong sustainable
partnerships with our suppliers
and business partners based
on integrity and best business
practice,
Communities and environment
Our sustainability strategy aims to address the
sustainability challenges and opportunities that are
relevant for the Group and is formed of three priorities:
1. ESG reporting and performance management
2. Supporting our clients
3. Community impact
> It is imperative that the business is kept
up to date with changes in legislation to
ensure full compliance with legal and
regulatory requirements.
> Regular engagement is vital
for ensuring the Group
continues to operate
effectively.
> Identification of risks and
strategies to ensure suppliers
and business partners are
able to fulfil our needs.
> The Group is committed to making a positive
contribution to local communities and is striving to
operate in a sustainable and responsible way, while
delivering value for stakeholders.
> Protecting consumers helping to ensure
market fairness and transparency.
> Managing systematic risk.
> Promoting competition and enforcing
compliance with regulations.
> Build and sustain long-
lasting mutually beneficial
relationships.
> Ensure that the Group continues to comply with
sustainability-related regulatory requirements.
> Enable the Group to create positive social outcomes
through its charitable giving programmes.
> Sector consultation and round table
exercises to better understand priorities
and needs, ensuring we instil and
practice Group-wide good governance
and oversight.
> Formalisation of strategic
partnerships to assist
TP ICAP with the continued
modernisation of the
Group’s infrastructure.
> Reliable calculation of Scope 1-3 emissions for
effective measurement and management of
environmental impacts.
> In line with the Corporate Sustainability Reporting
Directive (‘CSRD’), the Group is developing an
implementation plan to prepare for forthcoming
changes to regulation.
> Annual ICAP Charity Day where 100% of one day’s
revenue is donated to a variety of causes worldwide.
> The Board is kept informed of any legal
or regulatory changes.
> The Board drives corporate culture of the
Group by determining the values and by
ensuring policies and procedures promote
high standards of business conduct, and
legal and regulatory compliance.
> The UK Regulated Entity Boards and
members of the regulated board within
the Group meeting with regulators to
discuss the TP ICAP Group and key
industry developments.
> The Board receives updates
on supplier engagement
and large value contract
negotiations.
> Board approval of Modern
Slavery and Human
Trafficking Statement.
> Board review and approval
of Supplier Code of Conduct.
> The Board, through the Audit Committee, is updated
on changes to TCFD and environmental reporting
requirements and practices.
> The Board holds oversight responsibility for the
Group’s ESG priorities and activities and discusses
and monitors progress made against targets set, and
challenges the Executive team accordingly.
> Consistent engagement with regulators
allows the Group to monitor the
regulatory environment, influence policy
making and proactively work with the
Business to implement requirements in
an accurate and timely manner.
> Further detail of the
outcomes linked to the
Group’s partnership with
Amazon Web Services will
be provided in the 2025
Annual Report and
Accounts.
> The Group’s Scope 1 and 2 carbon emissions reduced
by a further 27%.
> ICAP Charity Day raised £5.2m, benefitting more
than 100 charities globally.
> Further dialogue with industry peers to
help further regulatory best practice.
> Active participation in government and
trade bodies.
> Work closely with suppliers
to continue and build
sustained partnerships.
> Continue to prepare for incoming sustainability-
related regulatory requirements relevant to the
Group and its subsidiaries.
> Ensure that the Group remains on track to deliver its
goal of being carbon neutral in Scopes 1 and 2
carbon emissions by the end of 2026.
The following table summarises the Group’s engagement with each of our key stakeholder groups during the
year, why we engage with them, their key priorities and interests, how the Group as a whole, as well as the Board
has engaged with them, progress made on 2024 priorities and priorities for the year ahead.
Key
Transformation
Diversification Dynamic capital
management
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202456 57
Strategic report
Viability statement and going concern Principal risks and uncertainties
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 2027.
We believe that a three-year time horizon remains the most
appropriate time frame 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 59 to 63;
> The Group Internal Audit Opinion that contains an assessment of
the effectiveness of the Group’s risk management and internal
control systems;
> The Going Concern Review that assesses whether the Group has
access to sufficient liquidity to meet all of its external obligations
and operate its business, for a period of at least 12 months from
the date of the Annual Report;
> The Group Review of Capital and Liquidity Adequacy (‘GRCLA’)
that assesses the capital and liquidity position of the Group on a
consolidated basis, in both base and stressed conditions;
> The Review of Internal Capital Adequacy and Risk Assessment
(‘ICARA’) process undertaken by the UK-regulated entities; and
> The assessment of the Group’s external credit rating by
Fitch Ratings.
The Directors confirm that they have undertaken a robust
assessment of the prospects of the Group and its principal and
emerging risks over a three-year period, and, on the basis of that
assessment, have a reasonable expectation that the Group will be
able to continue in operation and meet its liabilities as they fall due
over at least the period of assessment.
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 the
operation of a robust risk management and governance structure
based on the three lines of defence model, 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 governance 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 a formal risk appetite
statement;
> Ensuring that the Group has an appropriate and effective risk
management and internal control framework; and
> Monitoring the Group’s risk profile against the Group’s defined
risk appetite.
The Group’s risk governance structure oversees the implementation
and operation of the ERMF across the Group and primarily
comprises the following committees:
> Board Risk Committee;
> Group Risk and Compliance Committee; and
> Regional Risk and Compliance Committees in EMEA, Americas
and Asia Pacific.
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 ¥20bn (c.£102m) Totan
revolving credit facility (see Note 27 on page 187);
> The Group does not experience any material change in its capital
or liquidity requirements;
> The Group is not materially impacted from litigation and
regulatory investigations in a negative way; and
> The 5.25% £250m Sterling Notes maturing in May 2026 will be
repaid using either, or a combination of, cash resources, credit
facilities and/or new bond issuance under the Group’s existing
EMTN programme.
Going concern
The Group has sufficient financial resources to meet the Group’s
ongoing obligations.
The Directors have assessed the outlook of the Group for at least
12 months from date of approval of the financial statements by
considering medium-term projections as well as stress tests and
mitigation plans. The stress tests include material revenue
reductions, significant one-off losses, losing the Group’s investment
grade status resulting in increased finance costs and slow-down in
collection of trade debtors. Under these tests we continue to have
sufficient liquidity and are compliant with all covenants after
taking mitigating actions such as reducing costs, suspending
dividends and delaying investments.
After making enquiries, the Directors have a reasonable
expectation that the Company and the Group have adequate
resources to continue in operational existence for at least 12 months
from date of approval of the financial statements. Accordingly, the
Annual Report and Accounts continue to be prepared on the going
concern basis.
First line of defence
Riskmanagementwithinthebusiness
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.
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.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202458 59
Strategic report
Risk management processes
Risk
Acceptance
Risk
Strategy
Risk
Identification
Risk
Appetite
Risk Event
and Issue
Management
Risk and
Control
Self-Assessment
(RCSA)
Operational
Risk Scenario
Analysis
Risk
Assurance
Prudential
Assessments
Top-Down Risk
Assessment
(TDRA)
Risk culture
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.
Riskidentification
The Group reviews its risk profile on an ongoing basis to ensure that
it identifies all principal 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 Taxonomy.
The Group also considers risks which can crystallise across multiple
categories within the Group’s Risk Taxonomy. These include conduct
risk, operational resilience, reputational risk and environmental,
social and governance risk.
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.
Risk appetite
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.
The Risk Appetite Statement sets out the Board’s strategic view of
the Group’s attitude to, and appetite for, particular risk types to
inform the more detailed articulation and operationalisation of risk
appetite throughout the Group.
Principal risks
The Group is exposed to a range of risks in pursuing its business strategy in a complex and competitive environment. Understanding and
managing these risks is key to the business to mitigating potential harms to clients, the firm and the market. The Group conducts a robust
enterprise wide risk assessment, the table below details the principal risks defined for the purposes of this Annual Report as those risks that
could cause material harm to: the Group’s clients; the markets it operates in; and the Group’s business model, future performance, solvency,
liquidity or reputation.
The Board has considered a wide range of information as part of this assessment, including reports provided by the Group Risk function
and senior management, as well as the key findings from the Group’s various risk management processes described above.
1
STRATEGIC AND BUSINESS RISK
Risk Risk management objectives
Change in risk
exposure since 2023
Strategic and Business Risk
The risk that the Group fails to adequately respond to
technological advancements, client preferences,
broking practices, market participants or is overly
concentrated (eg specific market, asset class, client or
business) which materially impact the Group’s
business model.
The risk that the Group fails to adequately respond to
developments within financial markets (including
new asset classes) or the geopolitical environment.
> Adoption and execution of a well-defined and
responsive business strategy which ensures the
continued viability and growth of the Group’s
business.
> Ensure the Group is competitive within its chosen
markets. This includes ensuring that the Group’s
product offering is at least comparable to its peers.
> Take advantage of external market developments
in pursuit of its growth targets, especially into
growing and new markets such as development of
crypto currencies, growth of provision of financial
data markets and expansion into the buy-side
market. Equally, the Group takes measures to
protect its position as the number 1 IDB globally.
Increase
Unsettled
macroeconomic
and geopolitical
landscape and
risks arising from
key strategic
initiatives. These
factors also
present
opportunities for
the Group.
2
OPERATIONAL RISK
Risk Risk management objectives
Change in risk
exposure since 2023
Transaction execution and processing
The risk of failure relating to Licensing/Certification/
Registration (including Cross-Border Activity), client
account management, price dissemination, venue
operation, trade execution and arrangement, market
abuse and inside information, post-trade
management (including billing), trade and
transaction reporting, financial data sales,
benchmarks and payment process.
> Achieve an efficient balance between maximising
transaction volumes, client experience, market
integrity and minimising operational errors. Operate
a robust control environment to ensure that
operational errors are a low proportion of
transactions, typically of low value and where
significant losses are incurred the losses are
discovered quickly with any further loss contained as
soon as practicable.
No change
Regulatory
The risk of failure to comply with regulatory
requirements in spirit and literal interpretation, this
includes failure to effect changes required to comply
with changes in regulatory requirements and failure to
effectively engage the Group’s regulators.
> Adopt appropriate arrangements, including policies
and procedures, to achieve reasonable and
proportionate compliance with all applicable
regulatory obligations and not to undertake any
activity which could have a materially adverse
impact on the Group’s standing with its regulators or
on its reputation.
> Impose a number of restrictions upon its business
model in order to mitigate its regulatory risk exposure
and operate within risk appetite.
No change
Top-DownRiskAssessment(‘TDRA’)
The Top-Down Risk Assessment process is used to provide a
strategic, firm-wide view on the Group’s risk profile. All principal
risks are monitored on an ongoing basis via this process to ensure
that the Group is operating within risk appetite and to identify any
remedial action required to maintain or return the Group to within
risk appetite.
Risk and Control Self-Assessment (‘RCSA’)
The bottom up monitoring of the effectiveness of the Group’s risk
and controls across the business is performed via the RCSA process.
The RCSA process is supported by periodic control assurance,
including control testing.
Risk event and issue management
The Group operates an issue management process across the 3LOD
to mitigate issues which could impact the Group’s risk profile. This
includes a defined process for escalation and management of risk
events to ensure that they are analysed with appropriate
mitigating action to address. This includes the conducting of
detailed root-cause analysis for certain events.
Risk acceptance
The Group also operates a formal risk acceptance process across
the 3LOD where it is not practical or desirable to address an issue at
the point identified.
All risk acceptances are subject to a formal approval process which
is calibrated to reflect the severity of the risk acceptance.
Operational Risk Scenario Analysis
The operational risk scenario analysis provides a forward-looking
perspective of potential operational risk events in severe but
plausible scenarios. It is used by the Group to: identify and
measure risk which could potentially cause harm to the Group;
identify mitigating actions to reduce the likelihood of potential
risks crystalising and/or their severity; and inform the Group’s
prudential assessments.
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.
Prudential assessments
The Group periodically assesses its capital and liquidity adequacy
in the context of the Risk Appetite Statement 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.
Principal risks and uncertainties continued
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202460 61
Strategic report
Principal risks and uncertainties continued
2
OPERATIONAL RISK CONTINUED
Risk Risk management objectives
Change in risk
exposure since 2023
Legal
The risk that the Group fails to comply with its legal
obligations, in spirit and literal interpretation of the
law. Or the Group fails to protect its interests and/or
assets through a failure to take the appropriate legal
safe guards (ie contractual arrangements and
intellectual property protection) and action (ie
litigation and criminal prosecution). This includes
failure to effect changes required to comply with
changes in legislation or law and failure to effectively
engage the Group’s law firms. In addition, this includes
the risk of failure in relation to the Group’s
whistleblowing practices.
> Adopt appropriate arrangements, including policies
and procedures to achieve reasonable and
proportionate compliance with all applicable laws to
which the Group is subject.
> Take reasonable steps to safeguard its contractual
arrangements with clients, market participants,
suppliers and employees.
> Take reasonable steps to safeguard the Group’s
current and planned activities within the jurisdictions
in which it operates.
No change
Technology
The risk of failure of the Group’s systems and
technology infrastructure, including end user
development applications (‘EUDA’) and failure to
effect technology changes.
> Maintain oversight over the Group’s infrastructure
landscape.
> Have sufficient redundancy in its infrastructure and
ensure timely identification of infrastructure failures.
> Maintain appropriate incident management
processes.
> Adopt robust processes to identify any potential
threats to its critical business activities, including
regular tests and recovery/response time strategies
put in place.
> Ensure employees are aware of any specific
obligations or requirements in order to help protect
the resilience of the Group’s systems and
infrastructure.
No change
Information security (including cyber)
The risk of failure to ensure the confidentiality,
integrity and availability of all sensitive and business
critical data handled by the Group, and of all business
critical infrastructure operated by the Group, including
cyber-attack.
> Establish an IT control environment that is secure and
robust enough to prevent, detect, and remediate
malicious attacks (both internally by staff and
externally through cyber-attacks).
Increase
Ongoing
heightened
cyberthreat
landscape within
industry.
Change
The risk of poorly executed business and technology
changes which do not deliver timely intended
outcomes, including unforeseen consequences due to
lack of planning or business engagement.
> Manage change initiatives in a controlled way.
> Ensure change initiatives support the delivery of the
Group’s strategy.
Increase
The Group is
undertaking a
strategic
transformation
programme.
3
FINANCIAL RISK
Risk Risk management objectives
Change in risk
exposure since 2023
Credit
The risk that a counterparty will fail to meet its
obligations in accordance with agreed terms. This
includes the risk of default as well as concentration
risks.
Counterparty exposure principally arises in relation
to brokerage receivables and other trade debtors,
cash deposits held at banks and money market
instruments or pre-settlement risk and settlement risk
arising from Matched Principal broking.
> Implement appropriate policies, systems, procedures
and controls to manage the Group’s credit risk
exposure.
> Ensure clients meet the payment terms set out in their
client agreement and meet the minimum credit
worthiness requirements specified by the Group.
> Deposit cash and financial assets with strong credit
rated clearing banks and settlement organisations.
> Accept counterparty credit risk provided that the
permitted level of exposure that can be held with
each counterparty appropriately reflects the
creditworthiness of the counterparty.
> Minimise exposure to settlement risk.
No change
Market
The risk of loss arising from market movements.
The Group is exposed to market risk from:
> The risk of loss of value arising from market
movements in currencies, equities and/or interest
rates of its balance sheet items; and
> The risk of loss of value arising from market
movements in securities inadvertently held short
term arising from broking transactions.
> Manage its exposure to equity risk arising from the
employee share scheme awards programme by
hedging where practical.
> Manage its exposure to currency risk in the form of
transaction risk and translation risk.
> Limit its exposure to interest rate market risk to those
investments it is required to hold by its clearers to
allow it to pursue objectives in relation to matched
principal, introducing broker and exchange give up
activity.
> Not to undertake proprietary trading.
> Have in place systems, processes and controls to
manage the value-at-risk (VaR) at any one time
arising from market movements in securities
inadvertently held short term arising from broking
transactions.
No change
Liquidity
The risk that the Group will not be able to meet
efficiently both expected and unexpected current
and future cash flow and collateral needs without
affecting its daily operations or its financial
condition. The Group is exposed to liquidity risk from:
> Margin calls and collateral calls; and
> Funding of cash outflow events.
> Maintain a robust financial position in both normal
and stressed conditions.
> Ensure liquidity resources are sustained at levels that
reflect the Group’s risk profile.
> Maintain access to capital markets.
> Prudently balance margin call and collateral call
exposure.
No change
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202462 63
Strategic report
Task Force on Climate-related Financial Disclosures
TP ICAP is committed to continued adoption of, and reporting consistently with, the recommendations of the Task Force on Climate-
related Financial Disclosures (‘TCFD’). In 2023, we completed a detailed qualitative, and quantitative, climate scenario analysis. Guidance
issued by the UK’s Department for Business, Energy, and Industrial Strategy (‘BEIS’), states that companies should update their analysis at
least every three years. Therefore, we will refresh our overall qualitative, and quantitative, climate scenario analysis in 2026.
This year, our assessment of the potential impact of climate-related risks and opportunities is based on the overall analysis we completed
in 2023, and a climate-related financial assessment we again conducted this year. Our climate-related financial assessment is based on the
quantitative model we put in place last year. It employs a revenue-to-demand change ratio of 1:1 to test the impact of various climate
scenarios on a risk and opportunity basis related to the energy transition (see pages 69 and 70).
The analysis concludes that while climate change is relevant to TP ICAP, its impacts are not considered to be significant under the time
frames and climate scenarios used in the assessment. Our TCFD statement includes details on the approach and analysis used to evidence
the conclusion, but otherwise reports proportionately against the TCFD recommendations and recommended disclosures.
In compliance with the Financial Conduct Authority (‘FCA’) Listing Rule UKLR 6.6.6(8)(a) on climate-related disclosure, we believe the
information contained within this report to be consistent with the TCFD recommendations and recommended disclosures. Disclosure on
aspects of the Strategy and Metrics and Targets TCFD pillars are subject to a materiality assessment. The conclusion of our climate-related
financial assessment is that climate change is not financially material for our business. We have therefore not disclosed details on how
climate is considered in business decision-making and planning processes (Strategy C) nor disclosed performance against TCFD’s cross-
industry climate-related categories (Metrics and Targets A). All relevant information is included within this Annual Report.
Disclosure index
Recommendation Relevant information disclosed Disclosure location
Governance
(a) Board oversight
(b) Management’s role
> Responsibility for climate change identification,
assessment, and management across the Group
> Examples of discussions and decisions made relating to
climate change
> Description of how climate features in business
processes as relevant, given the potential reputational
implications of climate change
64 and 65
64 and 65
64 and 65
Strategy
(a) Climate-related risks and opportunities
(b) The impact of climate-related risks and opportunities
(c) The resilience of the organisation’s strategy
> Overview of approach to climate scenario analysis
> Identified climate risks and opportunities
> Progress on climate transition planning and resilience
response
> Resilience assessment of potential financial impact
across climate scenarios, including 1.5°C
65 and 66
67 to 69
70
70
Risk management
(a) Identifying and assessing climate-related risks
(b) Managing climate-related risks
(c) Integration into overall risk management
> Process to identify, assess, and manage climate risks
and opportunities
> Overview of how climate is incorporated in Group-
wide risk management framework
71
71
Metrics and targets
(a) Climate metrics
(b) Greenhouse gas (‘GHG’) emissions
(c) Climate targets
> Overview of environmental metrics used as a proxy for
climate risk exposure, given that no risks or
opportunities are assessed as financially material for
the Group
> Climate commitments to drive the reduction in
emissions over time
72
72
Governance
The Board’s oversight of climate-related risks and opportunities
The Board has overall responsibility for climate-related risks and opportunities. These responsibilities are set out in the Terms of Reference
for the Board and its committees. Our Climate Change Planning Framework ensures that the Board and its committees can execute their
climate change responsibilities. This year, climate-related issues were discussed by the Board at two deep-dive sessions, and during the
year through regular sustainability updates. Further details about sustainability updates made to the Board this year, and relevant Board
ESG expertise, can be found on pages 91 and 82 respectively. In addition to the updates made to the Board, climate-related issues were
also discussed at the Board’s sub-committees, in line with the remit of each committee’s Terms of Reference. In particular, the Audit
Committee has responsibility to ensure that the Group adheres to climate-related regulatory requirements, and also has oversight of the
Group’s ESG reporting, including our Scope 1, 2, and 3 emissions. The Risk Committee’s climate-related responsibilities centre around
reviewing climate-related risks and the Group’s risk management framework on a regular basis.
Climate change considerations are included in the annual budget process, which is overseen by the Board. Divisional Chief Financial
Officers (‘CFOs’) report any climate-related financial impact to the Group CFO as part of the annual budget process. For the 2024 budget
period, we judged there was no material climate change-related financial impact on our business.
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 Executive
Committee’s primary duty is to oversee, monitor and review the
Group’s climate change strategy and execution, including
embedding TCFD deliverables across the Company. The ESG Forum,
a management-level group responsible for implementing our
sustainability strategy and delivery, reports to the Executive
Committee. Alongside this, a cross-functional TCFD Working Group
steers relevant activity across the Group and contributes to the key
elements of our disclosure.
ESG governance structure
TP ICAP Group plc Board
Has oversight on business strategy from
an ESG perspective.
Group Executive Committee
Leads the delivery of the Group’s overall ESG
programme and updates the Board on ESG matters.
Group ESG Forum
Provides oversight and advice in relation to ESG strategy,
policies, documentation, implementation, communications,
and disclosures.
TCFD Working Group
Drives the actions needed to embed the TCFD framework
within our business.
Strategy
Theclimate-relatedrisksandopportunitiesidentifiedoverthe
short,medium,andlongterm
Our 2023 approach
We used qualitative and quantitative climate scenario analysis to
identify the potential climate-related risks and opportunities
relevant to the Group. Our most recent climate scenario analysis
was completed in 2023, with support from SLR, an independent
sustainability consultancy. We believe that our 2023 climate
scenario analysis remains valid for our 2024 assessment and
disclosure, as there have been no significant changes to our business
model or operational structure this year. In line with the climate-
related reporting guidance, issued by BEIS, we will again complete
a detailed qualitative, and quantitative, climate scenario analysis
in 2026.
In producing our assessment, we examined the potential climate-
related risks and opportunities within all of our business divisions in
greater detail. In particular, we reviewed the potential impact on
our Energy & Commodities (‘E&C’) division; this is an area where
climate-related risks and opportunities are more prevalent.
The qualitative element involved extensive research, and workshops
with the TCFD Working Group and Senior Executives, to identify
and categorise climate-related risks and opportunities. These were
screened for relevance and business significance, then assessed for
potential impacts on the business, considering geographic and
divisional specifics. Workshops and input from SLR helped rank
these risks and opportunities to define our qualitative assessment,
and led to the identification of two priority risks and one
opportunity for quantification.
Our scenario analysis approach used a range of climate scenarios,
operational geographies, business divisions and time horizons.
Climate scenarios have inherent limitations; we have noted the
relevant limitations where applicable below.
Our approach to materiality in 2024 remains consistent with the
previous year. It is centred around qualitative and quantitative
factors. Our process to determine materiality considers both (a)
climate trends, ie how physical and transitional climate issues
will manifest in the future, and (b) our own business perspective,
ie how these issues could affect our Company across regions
and business divisions.
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Scenarios used in our analysis
For transition risks, we used Paris-aligned (1.5°C), middle-of-the-road (2°C), and high-warming (2.6°C) scenarios. For physical risks, our
analysis used middle-of-the-road (2°C+) and high-warming (4°C+) scenarios. We understand the physical impacts from climate change are
more likely to occur in these scenarios.
Paris-aligned Middle-of-the-road Highwarming
Description Ambitious early action increases
risks associated with low-carbon
transition but limits the effects of
global warming.
Delayed, or late and sudden action
resulting in transition-related shocks
to society alongside higher impacts
from physical risks.
Limited action results in significant
warming, and more severe impacts
from physical risks.
Temperature 1.4-1.6°C 1.4-2.7°C 2.6-4°C+
Scenario source/
model
> Network for Greening the
Financial System (‘NGFS’) Orderly
Transition scenarios including Net
Zero 2050 and Below 2°
> International Energy Agency
(‘IEA’) Net-Zero 2050 (‘NZE’)
> Intergovernmental Panel Climate
Change (‘IPCC’) SSP1-2.6
> Organisation of the Petroleum
Exporting Countries (‘OPEC’)
World Oil Outlook 2024,
Advanced Technology scenario
> NGFS Disorderly Transition
including Delayed Transition and
Divergent Net Zero
> IEA Announced Pledges (‘APS’)
> IPCC SSP2-4.5
> NGFS Hot House World scenario
including Current Policies and
Nationally Determined
Contributions (‘NDC’)
> IEA Stated Policies (‘STEPS’)
(2022 issue)
> IPCC SSP5-8.5
Time frame
As a broking business, we need to remain agile and responsive to markets that are influenced by a range of unpredictable external factors.
This affects our ability to plan to traditional long-term time frames. The time periods we use in our planning processes are therefore in
shorter time increments, and anchored in the near term in particular.
Time frame Length (years) Rationale
Short term
(transition and
physical risks)
0-3 We operate according to a short-term time frame of 0-3 years, the main element being a detailed
one-year budget planning cycle. We also use a 0-3-year time frame for assessing risks through our
Enterprise Risk Management Framework (‘ERMF’).
Medium term
(transition and
physical risks)
3-5 The time frame aligns with the future financial projections considered by the Board.
Long term
(transition risks)
5+ The long-term time frame was defined specifically for climate scenario analysis; the business does
not have a long-term time frame that could be used for this purpose. For transition risks, our analysis
used a long-term time frame of 5+ years to 2035. This enables us to consider the potential impacts
of climate change over the longer term, while balancing inherent uncertainties within climate
scenarios as they look further into the future.
Long term
(physical risks)
5+ The long-term time frame was defined specifically for climate scenario analysis; the business does
not have a long-term time frame that could be used for this purpose. For the physical risks
assessment, ie those risks that could impact on physical assets, such as data centres, our long-term
assessment time frame extends to 2050. This time frame differs from the long-term time frame we
use for transition risks, because there is more information available on physical climate data, and
these potential impacts become more prevalent over time.
Qualitative climate scenario analysis
2023
Our qualitative climate scenario analysis established whether any geographic or sectoral nuances existed between our identified risks and
opportunities. All the identified risks and opportunities apply to the Group globally, following the global footprint of our operations and
client base. The assessment noted some sectoral nuances, as expected, with our E&C business division being the most relevant. Within
these asset classes, we looked closely at fossil fuels (including coal), renewables, and the metals and minerals relevant to the low-carbon
transition.
Our qualitative climate scenario analysis confirmed that our business is more predisposed to transition risks and opportunities than
physical climate risks. This aligns with the outcome of previous high-level assessments. Our exposure to physical risks from climate change is
low. We lease our office and data centre estate, where the risks are principally owned and managed by landlords. Furthermore, as a broker,
we do not lend money or make investments in property or other physical assets.
2024
Under the governance structure in place to assess and manage climate-related risks and opportunities, this year, our divisional CFOs and
the TCFD Working Group reviewed the risks and opportunities developed through our 2023 qualitative assessment, to identify any changes
in significance or applicability. They concluded that the previous assessment continues to be valid. See page 69 and 70 for our 2024
quantitative climate scenario analysis.
Classification Description of risk and impact Climate scenario analysis Plans to monitor and manage risk
Risks
TCFD taxonomy:
Transition market
risk
Division:
Most relevant to
E&C
Geography:
All regions
1.Limitedpenetrationofnewasset
classesrelevanttothelow-carbon
transition
> To achieve global climate goals,
an uptick in low-carbon markets is
expected. There could also be an
emergence of new solution
providers.
> There is a potential for new
platforms around voluntary
carbon trading, or circular and
renewable solutions.
> If we fail to respond in line with
market shifts, we may experience
a decrease in market share.
We are well positioned to respond to
new market developments due to
strong client relationships and the
wealth of data it holds.
Most likely to manifest in the
medium-to-long term in transition
scenarios, particularly if there is
sudden policy action.
Our potential exposure is most
relevant to E&C which is brokering
across these asset classes, but may
affect other divisions that interact
with these markets, such as
Parameta Solutions.
> Maintain business agility to respond
to client needs.
> Monitor trends and engage with
clients to understand changing
interests in asset classes.
TCFD taxonomy:
Transition market
risk
Division:
Most relevant to
E&C
Geography:
All regions
2.Uncertaintyinlow-carbonmarket
developments
> A low-carbon transition requires
changes to the energy mix to
achieve GHG emission reductions.
It will also increase demand on
minerals and metals to develop
low-carbon technologies.
> Insufficient and/or sudden
implementation of policy can
make it difficult to predict how
demand across different energy
and commodity asset classes
might change.
> Sunk costs or opportunity costs if
the Group does not take
advantage of new markets, or if it
overcommits to a particular
market.
We are seeking opportunities for
new environmental and low-carbon
asset classes.
Most likely to manifest under a
delayed or sudden transition
scenario in the medium-to-long term,
where market signals are unclear.
Any potential exposure is most
relevant to E&C which is brokering
across these asset classes.
> Continue engagement across key
trading functions, particularly E&C,
to stay up to date with market
trends and speed of change.
Associated metrics: E&C revenues by
asset class
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Classification Description of risk and impact Climate scenario analysis Plans to monitor and manage risk
Risks
TCFD taxonomy:
Transition
market risk
Division:
E&C only
Geography:
All regions
3. Fossil fuel market declines in
low-carbontransition
> As economies continue towards
the energy transition, the
prevalence of fossil fuels (eg coal,
oil, gas) will be superseded by
renewable alternatives.
> As client demand for fossil fuel
diminishes, the Group will see a
reduction in associated revenues
from these asset classes.
While fossil fuel demand is expected
to decline under ambitious and
middle-of-the-road transition
scenarios, it is set to increase in the
business-as-usual high-warming
scenarios. Oil is recognised as a
critical transition energy, and as such
this risk is only likely to manifest in
the longer term. However, our E&C
division has an established market
presence across fossil fuels and
alternatives, and is well positioned
to align its resources with market
demand.
> Monitor climate policy
announcements to track expected
changes in market demand.
> Seek new market opportunities in
the low-carbon transition, to
replace all the main energy sources
declining in fossil fuel consumption.
Associated metrics: E&C revenues
by asset class.
TCFD taxonomy:
Transition
reputation risk
Division:
Group-wide
Geography:
All regions
4. Reputational risk from connection
withfossilfuels
> There is increasing expectation
and scrutiny on organisations for
the use of, or involvement with,
fossil fuels.
> If the Group does not keep apace
of climate decarbonisation trends,
brokerage of fossil fuels could lead
to reputational harm.
> Reputational backlash from
investors may affect share price
and access to capital.
We are aware of increasing scrutiny
from wider stakeholders which may
become more relevant in an
ambitious climate transition
scenario. This risk is mostly relevant
for our E&C division which brokers
fossil fuels, but the potential impact
could be Group-wide.
Most likely to manifest under an
ambitious climate scenario in the
medium-to-long term.
> Support the low-carbon transition
by seeking opportunities to develop
low-carbon solutions and maintain
a commitment to minimising GHG
emissions.
> Engage with clients to understand
their decarbonisation plans over the
long term, to assist with our
strategic planning.
TCFD taxonomy:
Transition
policy risk
Division:
Group-wide
Geography:
All regions
5. Increase in climate disclosure
requirements
> Regulators and investors are
demanding greater transparency
on ESG and climate disclosures
(eg transition plans, etc).
> Responding to current and
emerging reporting obligations
requires resources to meet
compliance requirements, or risks
facing fines and further
reputational damage.
The Group, and some of its
subsidiaries, are already subject to a
range of climate-related compliance
obligations. New mandates are
already emerging which we must
respond to.
It is possible that further
requirements or higher expectations
will emerge over time, especially in
a low-carbon transition, that will
require further resources.
> Continue to monitor climate-related
legislation and applicability to the
Group and its subsidiaries.
> Respond to reporting obligations in
a streamlined manner, identifying
synergies across mandates to ensure
compliant responses with efficient
allocation of resources.
Associated metrics: Scope 1, 2 and 3
carbon emissions.
TCFD taxonomy:
Physical acute risk
Division:
Group-wide
Geography:
All regions
6.Increaseinextremeweather
leading to damage to assets
> Gradual changes to climate and
extreme weather events are
expected to increase in the future.
> Costs to replace damaged
equipment, or increased costs
as a result of higher insurance
premiums, if claims are made
to replace damaged assets.
While the business has a global
footprint, the Group has limited
direct exposure to physical climate
risks. We operate from a relatively
small, leased, office portfolio.
The Group has no significant
exposure to other physical assets (ie
no vehicle fleet, no manufacturing
facilities, etc).
This risk is most likely to manifest
in the long term, under a higher
warming scenario. Despite the
minimal exposure to physical risks,
the potential impacts could affect
the Group across divisions and
geographies.
> Embed climate-related risks into
business continuity plans.
> Ensure new data centre premises
meet our current high-resilience
standards.
Classification Description of opportunity and impact Climate scenario analysis Plans to monitor and seize the opportunity
Opportunities
TCFD taxonomy:
Transition
products
opportunity
Division:
E&C only
Geography:
All regions
1. Increase in demand for brokerage
oflow-carboncommodities
> The transition to a low emissions
economy will require enormous
investment in technologies
supporting renewable energy
infrastructure and battery storage,
for example.
> Higher demand for the
commodities required for these
technologies, or the energy
sources themselves, may result in
higher revenues if transaction
volumes and values increase.
There is already demand for these
commodities and other
environmental asset classes.
It is expected this will only grow in
the medium-to-long term, and would
be most significant in transition
scenarios where demand for
low-carbon solutions is higher.
This opportunity is most relevant to
E&C which brokers these
commodities.
> Leverage existing client
relationships to identify
opportunities to broker low-carbon
solutions.
> Monitor trends and engage with
clients to understand changing
interests in asset classes.
Associated metrics: E&C revenue by
asset class.
TCFD taxonomy:
Transition
products
opportunity
Division:
Parameta
Solutions
Geography:
All regions
2. Increase in demand for data
associatedwithlow-carbon
solutions
> Low-carbon and environmental
asset classes are expected to
become more prominent in a
low-carbon transition.
> Demand for data on these asset
classes will grow in importance in
a similar way, alongside indices
and benchmarks.
> Higher demand for data, indices
and benchmarks is expected to
drive increased revenue for
Parameta Solutions.
We are already responding to
increased demand, eg our recently
launched Global Liquefied Natural
Gas (‘LNG’) Pricing Service.
The increase in demand for this data
is already apparent and is expected
to increase over time.
This is relevant to Parameta
Solutions which is delivering data,
analysis and indices.
> Proactively monitor market
developments to expand our
position as a major over-the-counter
broker.
Quantitative climate scenario analysis
2023
We developed a quantitative climate scenario analysis approach
to assess the potential financial impact of climate-related risks
and opportunities on the Group. The scenario analysis focuses on
two risks, and one opportunity, which were identified using a
range of factors, including feedback from SLR, internal data
availability, and the ability of the relevant climate scenarios to
support quantification.
The climate impacts selected for quantification include:
> The potential changes to revenues derived from E&C brokerage
as demand for the key asset classes (oil, power, coal, etc)
increases, or decreases, through the energy transition (aligned to
Risk #3, and Opportunity #1 in the table on pages 68 and 69);
and
> The potential future costs associated with damage to assets from
climate change events which could increase in severity, or
frequency, in the future (aligned to Risk #6 in the table on
page 68).
Change in demand
2024
The model draws from two primary sources of long-term global
demand for energy; the IEA (used in the original model), and OPEC
(a new addition for 2024). The IEA and OPEC present contrasting
views on the future of fossil fuels, and the pace of the energy
transition. In addition to the long-term energy outlooks from IEA
and OPEC, we also considered a wide range of sources, including
discussions with in-house experts at PVM with decades of
experience in the oil market. We have taken these views into
account in our assessment of the potential impact to our strategy
and financial planning.
Our assessment considers the potential change in demand for
different energy sources, and the commodities relevant to the
low-carbon transition. The full list of climate scenarios used in our
analysis is on page 66 of this report. The IEA data set covers energy,
metals and minerals which broadly align with those brokered by
E&C. The OPEC data set covers the main energy asset classes,
including fossil fuels and renewables. Both data sets include coal,
which generates a very small portion of total E&C revenue.
We are asset-light; we lease our office premises and do not own or
operate a vehicle fleet. We are not an investment bank or a lender
with a loan book. Our primary business is brokerage, where
volatility is a key driver of revenue generation. Modelling the
effects of volatility – particularly volatility caused by climate
change – is difficult to do reliably. Following SLR’s advice, our
modelling uses a revenue-to-demand change ratio of 1:1 to test the
impact of the scenarios on this risk and opportunity. This assumes
that as demand for a particular energy source or commodity
changes, the revenue increases or decreases at an equal rate.
To assess the potential financial impacts, we overlayed changes in
demand by asset class with associated 2024 revenues, across the
different climate scenarios and time horizons. Under the IEA NZE
2050 scenario (1.5°C), there is a pronounced decrease in fossil fuel
demand, with growth in demand for electricity and the metals and
minerals used in low-carbon technologies. IEA’s Announced Pledges
Scenario (APS) (2°C) shows similar trends, but on a less significant
scale. Finally, the IEA Stated Policies Scenario (STEPS) (2.6°C),
generally considered to reflect the world’s current climate
trajectory, shows an increase in demand for oil, gas, and power until
around 2030, where oil demand will begin to decline. Gas and
power demand will continue to increase beyond 2030, alongside
increased demand for metals and minerals. OPEC Advanced
Technology Scenario (<2°C) shows energy demand increasing over
time, with a continuation in levels of oil demand and growth in
renewables. Demand for gas and coal is expected to fall. OPEC
Reference Case and Laissez-Faire Scenarios, while not temperature-
aligned, both expect energy and oil demand to grow over time,
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Task Force on Climate-related Financial Disclosures continued
with more significant growth under the Laissez-Faire Scenario.
The analysis concluded that the net impact on brokerage revenues
is expected to increase modestly in each of the climate scenarios
considered, indicating that the opportunity may be greater than
the risk.
Physical risks
Our 2024 disclosure on physical climate risk is based on two recent
reviews conducted in 2022 and 2023. In line with the BEIS guidance,
we will update this assessment in 2026. These assessments have
focused on potential physical climate risks to infrastructure, caused
by a range of extreme weather categories (ie water stress, heat
stress, storms, and floods).
Our approach includes both qualitative and quantitative factors,
and conclude that most of our sites have low overall exposure to
physical climate hazards, even under a high emissions future. Data
centres are a critical part of our operational infrastructure. Ensuring
our data centres are resilient to risks, including those arising from
climate change, is an important part of our business continuity
plans. The Group has strong mitigants in place to protect its data
centre assets from damage, or from financial losses arising from
damage to assets. Furthermore, the Group continues to transition
from physical data centres, moving a greater proportion of its
workload to the cloud. Taking these measures into account, the
analysis concluded that the residual risk to the Group was
negligible across all climate scenarios and time horizons.
The impact of climate-related risks and opportunities
on our businesses, strategy, and financial planning
The qualitative and quantitative analysis confirms that the Group is
not expected to be significantly impacted by climate-related risks.
The analysis indicated that we may stand to benefit from climate-
related opportunities, given the potential for growth in asset classes
relevant to the transition. But, given the range of permutations, and
the various assumptions and estimates used in the analysis, we
believe this assessment provides a potential sense of direction
rather than any definitive, material, opportunity. Maintaining an
agile approach across energy, commodity, and capital markets, is
central to the resilience of our business. This positions the Group
well to mitigate risk and capitalise on opportunities.
The output of the quantitative climate scenario analysis was used
to assess the sensitivities on potential impacts to the financial
forecasts used in goodwill impairment assessments, and the
valuation of the relevant cash generating units (‘CGUs’). The
assessment concludes that in ambitious climate scenarios, aligning
with 1.5°C warming, the potential impacts are not significant or
deemed financially material.
Turning to our financial performance, the results of the climate-
related financial assessment, which is based on the output of the
quantitative climate scenario analysis, did not indicate a material
financial impact to the Group under any of the climate scenarios or
time frames used.
We recognise that climate-related risks are non-diversifiable risks,
impacting businesses regardless of their size or sector, and that
exposure could change and evolve over time. We are committed
to the ongoing assessment of the potential impacts of climate-
related risks and opportunities to our business, both through
the ERMF, and with periodic quantitative analysis in line with
stakeholder expectations.
We have used the results of our climate change assessments to
ensure that any relevant climate-related risks and opportunities
are integrated into our ERMF and Risk Taxonomy, and are
actively managed.
Prioritisation and transition plans
We prioritise our climate-related risks and opportunities through
the system of working groups described on page 65 of this report.
This year, we have evolved our approach to the assessment of
climate-related risks and opportunities by enhancing our
quantitative climate scenario model to include an additional,
complementary, data set (see page 69). The prioritisation of our
identified climate-related risks and opportunities, originally
produced in 2023, was reviewed by our divisional CFOs, and the
TCFD Working Group, in 2024. No changes were made to either the
risk or opportunity priority level, and they remain an accurate
reflection of the key climate-related risks and opportunities
for the Group.
Our approach to transitioning to a low-carbon economy centres
around our carbon neutral ambition, and the steps we are taking to
reduce the GHG emissions from our operations. The sustainability
section of this report (pages 24 to 41) includes the outline of our
transition plan. We are working towards developing a detailed
transition plan aligned to the UK government’s Transition Plan
Taskforce framework, which will be published in due course.
The resilience of our strategy, taking into consideration
different climate-related scenarios, including a 2°C or
lower scenario
We use scenario analysis to inform our understanding of the
resilience of our strategy in uncertain climate futures. On pages 65
to 70 we set out the approach used in our qualitative and
quantitative scenario analysis, including the scenario sets used.
The tables on page 67 to 69 include a description of our plans to
monitor and manage each identified priority climate-related
risk and opportunity. We keep our assessment under review, and
will continue to return to it as part of our ongoing commitment
to assessing and managing the impact of climate change on
our business.
We are not immune from risks stemming from climate change. We
generate income through broking. It is key, therefore, that the
Group correctly recognises which elements of the business will grow
or decline as clients, the economy, and governments adapt to the
transition to a low-carbon economy. We are actively pursuing
opportunities in this area, including a new strategic partnership
with Amazon Web Services (‘AWS’), exploring opportunities to
co-develop innovative sustainability-focused trading solutions
(see pages 14 and 29).
Risk management
Processes for identifying and assessing
climate-related risks
Climate-related risks are identified, assessed, and managed within
the overall scope of our group-wide ERMF. This includes:
> A review of the climate-related risks the Group is exposed to
categorised in accordance with the Group’s risk taxonomy;
> A review of the risk management requirements, as these relate to
climate risks; and
> An assessment of the Group’s current climate risk profile relative
to risk appetite, including climate-related risks.
Riskidentification
Climate-related risks are incorporated into our ERMF to ensure a
sufficiently broad consideration into the Group’s risk framework.
Climate-related risks can crystallise across multiple categories
within the Group’s risk taxonomy, as follows:
> Business Continuity and Crisis Management Risk includes the risk
that the Group fails to address appropriately physical or
transition climate risk impacts on the Group, or third-party
infrastructure and business continuity providers;
> Regulatory Risk includes the risk that the Group fails to comply
with current or emerging climate-related regulatory requirements
in any of the jurisdictions in which we operate, with potential
sanctions for non-compliance including fines, public censure, and
associated damage to the Group’s reputation;
> Credit Risk includes the risk that a counterparty defaults due to
the direct or indirect impact of physical or transition climate risk;
and
> Strategic Risk includes the risk that the Group:
— Fails to respond effectively to the impact of physical or
transition climate risk on client demand;
— Fails to address any long-term loss of operability, due to the
impact of physical or transition climate risk impacts on the
Group, its employees, third-party infrastructure providers or
other key suppliers which fundamentally undermines the
Group’s ability to operate its business models; or
— Incurs reputational damage caused by a failure to meet
stakeholder expectations in relation to ESG strategy and
performance (including climate change), leading to key
stakeholders being unwilling to deal with the Group (including
investors, clients, suppliers and employees).
Riskmanagementframeworkrequirements
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.
As part of the ERMF, the Group defines risk management
requirements for its various risks. In relation to climate risks the
Group will continue to embed the Climate Change Planning
Framework and integrate climate considerations into BAU
management processes and systems.
Risk assessment
Through the ERMF, the Group principally assesses its risk profile on
a forward-looking basis and it seeks to identify any potential
changes to its risk profile over the short and medium term.
Discussions with management across the business confirmed that
applying climate-related risk considerations to our existing risks has
not materially changed this assessment of their risk profile. We do
not foresee any probable climate change-related risk consideration
crystallising in the next 12 months that will materially affect our
business. However, in line with the results of our detailed climate
scenario analysis undertaken in 2023, the Group has identified
climate-related risks that could lead to a change in risk profile over
the longer term. These include potential transition risk impacts to
the Group, and more specifically to the E&C division.
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, including climate-related risk. In
determining the appropriate response, the Group will prioritise its
remediation activity according to the potential impact of each
relevant risk.
How climate-related risks are identified, assessed,
managed, and integrated into the organisation’s
overall risk management
We manage climate-related risks within the scope of our overall
existing ERMF. Please see pages 59 to 60 for more details.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202470 71
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Metrics and targets
The metrics used to assess climate-related risks and
opportunities in line with our strategy and risk
management process
We use the TCFD’s cross-industry climate-related metric categories
to establish the relevant and proportionate metrics for our
reporting. Due to the increased stakeholder interest in climate
change, and in particular measurement and management of Scope
1, 2 and 3 emissions, we consider these metrics to be relevant for this
disclosure. We also use E&C revenues by asset class as an internal
metric for risk and opportunity monitoring. We will keep these
metrics under review as we further develop our response to the
identified risks and opportunities.
We follow the GHG Protocol in calculating and, where necessary,
extrapolating our emissions. We report our corporate emissions
under the operational control method. We therefore account for
100% of the GHG emissions where we have operational control.
This includes the Group and its subsidiaries, but excludes joint
ventures where we do not have operational control, and associates.
Building emissions and business travel data was collected as part of
SECR compliance covering 1 January 2024 – 31 December 2024.
This data covered building energy use, refrigerant use, business
travel and waste.
Purchased Goods & Services emissions were calculated using the
environmentally extended input-output (‘EEI/O’) table method
based on emissions per GBP spend. We measure, and report, our
emissions for Scope 1, 2 and six of the 15 Scope 3 GHG emission
sub-categories. We do not report on nine out of the 15 Scope 3 GHG
categories because we do not have any emissions, or any significant
emissions, in these areas. The services we provide – for example,
trade execution and advisory – do not generate their own emission
streams. Therefore, emissions from Downstream and Upstream
Distribution and Transportation, and Processing, Use or End-of-Life
Treatment of Sold Products are not relevant. Our business does not
operate on a franchise model, and as a result, we do not disclose
any emissions in the Franchises Scope 3 sub-category. We have not
yet calculated emissions from our investments in associates,
however we anticipate these to be minimal. We will conduct a
thorough assessment on this in 2025, with a view to reporting on
the Scope 3 Investments sub-category from next year.
Scope 1, Scope 2 and Scope 3 GHG emissions
Our total emissions equalled 52,438tCO₂e. This equates to a 9%
reduction compared to the previous year. Notably, we reduced our
Scope 1 and Scope 2 emissions by 27% year-on-year. 68% of our
total emissions stem from Scope 3 Purchased Goods & Services.
Building on the progress made in recent years to improve
environmental data collection, this year we agreed a new
partnership with Watershed, a leading sustainability platform
for emissions measurement and reporting. We use Watershed’s
platform to support our environmental data collection
and disclosures.
Other metrics
In 2023, we assessed our sensitivity to carbon pricing to understand
the relevance and applicability of potential carbon costs directly
and indirectly on the Group. This assessment considered the current
and potential changes to carbon pricing mechanisms, and any
potential impact on the Group. The Group is asset light and does
not conduct emissions-intensive business operations. We are not
subject to a carbon tax and given our small emissions profile, we do
not expect to be subject to a tax in the future. Incremental increases
in the cost of procured goods and services are also not expected to
be significant. At the time, the assessment concluded that the
Group is not sensitive to carbon pricing. As there have been no
significant changes to the Group this year in relation to its
structure, or markets and jurisdictions served, this also remains
the case for 2024.
Performance-related metrics are included in the Company’s
remuneration approach for Executive Directors for the execution of
key deliverables, regulatory or otherwise, in relation to climate
change. Their bonus is determined 70% based on financial
performance and 30% based on performance against a scorecard
of non-financial objectives. The attainment of certain ESG targets is
assessed as part of the non-financial element of the bonus. Further
details are included in the Report of the Remuneration Committee
on pages 131 to 133.
Targets used to manage climate-related risks and
opportunities, and performance against these targets
Scope 1 and 2 – Target and road map
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 27% in the year.
This performance has been driven by our ongoing office and data
centre consolidation programme, which is a core element of our
emissions reduction strategy (see page 28 for further detail). We
also transitioned to a new provider (Watershed) with some one-off
differences in approach between it and the legacy supplier
contributing to the reduction. Our focus between now and the end
of 2026 is to (a) continue with our office and data centre
consolidation, and (b) implement actions to promote energy
efficiency, including working with our landlords.
Scope 3
Emissions from Purchased Goods & Services, or our supply chain,
remain the most significant element of our carbon footprint.
We recognise the importance of deepening our understanding
of the sources of these emissions, and working with our suppliers
to reduce them. This year, the calculation of our Scope 3 footprint
utilises Watershed’s supplier-specific emissions factors where
possible. These emissions factors allow for a more precise
calculation of the greenhouse gas emissions associated with a
specific supplier’s products or services, rather than relying on
industry or category averages.
Our core suppliers are at different stages of their reporting journeys,
and we have not engaged the entirety of our supply chain. We will
continue to engage with them to, (a) pursue a better-quality Scope
3 emissions footprint and, (b) develop a deeper understanding of
their plans to address their emissions. We note, however, that six of
our top ten suppliers have published commitments to be net zero by
2050. Against this backdrop, we have no plans to set a Scope 3
emissions reduction target at this time, and will continue to engage
with our key suppliers about their net zero plans.
Carbon emissions
1
Total Global AMER APAC EMEA
2024
² 2023 2024² 2023 2024² 2023 2024² 2023 2024² 2023
Scope 1 t/CO₂e 912 1,442 239 1,157 46 – 627 286
Of which from Fuel
Consumption 685 1,288 165 1,074 – – 521 214
Of which from Fugitive
Emissions 226 155 74 83 46 – 106 72
Scope 2 (location-
based) t/CO₂e –
Purchased Electricity,
Heat or Steam 4,691 6,182 1,804 3,176 1,691 1,922 1,196 1,085
Scope 2 (market-based)
t/CO₂e – Purchased
Electricity, Heat or
Steam 3,409 5,998 1,662 3,147 1,491 1,935 256 916
Scope 3 t/CO₂e 46,835 50,099
Of which Purchased
Goods & Services
(incl. Capital Goods) 35,422 38,583 35,422 38,583 – – – – – –
Of which Fuel & Energy 1,454 2,244 – – 512 1,278 450 578 493 388
Of which Waste
Disposal 473 2,052 – – 143 1,190 121 523 210 340
Of which Business Travel 4,624 3,344 641 63 886 796 1,272 992 1,825 1,492
Of which Employee
Commuting 4,842 3,876 – – 2,087 1,518 1,097 1,109 1,659 1,247
Of which Upstream
Leased Assets 20 – – – – – 12 – 7 –
Total t/CO₂e 52,438 57,723 36,063 38,646 5,671 9,115 4,688 5,124 6,016 4,838
1 Due to rounding, the sum of individual emissions categories or regional breakdowns may not exactly match the reported emissions totals.
2 This year, we changed our carbon emissions reporting supplier. It uses a different estimation methodology for fugitive emissions, fuel and electricity consumption, and
emissions from waste disposal. See pages 28 and 72 for further information.
An independent third party has calculated the above greenhouse gas emissions estimates to cover all material sources of emissions for
which the Group is responsible. The methodology used was that of the ‘Greenhouse Gas Protocol: A Corporate Accounting and Reporting
Standard (revised edition, 2015)’. Responsibility for emissions sources was determined using the operational approach. All emission sources
required under the ‘Companies, Partnerships and Groups (Accounts and non-financial reporting) Regulations 2016’ are included.
Energy consumption (‘SECR’)
Current reporting year
1 January 2024–31 December 2024
Comparison reporting year
1 January 2023–31 December 2023
UK
Global
(excluding UK) UK
Global (excluding
UK)
Energy consumption used to calculate Scope 1 emissions (kWh) 2,449,507 1,194,097 1,110,505 5,983,697
Energy consumption used to calculate Scope 2 emissions (kWh) 4,374,272 10,045,336 4,010,312 15,205,266
Energy consumption used to calculate Scope 3 emissions (kWh) 3,312,446 15,964,431 5,74 4,540 6,756,708
Total energy consumption based on the above (kWh) 10,136,225 27,203,864 10,865,358 27,945,671
Intensity ratio: tCO₂e (gross Scope 1, 2,+3 Business Travel) per employee 1.90 2.06
The above table and supporting narrative on page 28 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 intensity
from Scope 3 Business Travel, including air and taxi.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202472 73
Strategic report
7574
Governance
report
In this section
76 Governance at a glance
78 BoardChair’sgovernanceletter
80 Board of Directors
84 Compliance with the Code
86 Corporate governance report
96 Report of the Nominations &
GovernanceCommittee
102 ReportoftheAuditCommittee
108 ReportoftheRiskCommittee
112 Report of the Remuneration
Committee
142 Directors’ report
145 Statement of Directors’
responsibilities
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202474 75
Governance
1
8
9
5
2
3
4
6
7
1
8
9
5
2
3
4
6
7
Governance at a glance
Our governance framework
Provides strategic
leadership.
Determines the
Group’s purpose,
values and strategy
and ensures these
are aligned with
the culture.
Ensures the
necessary resources
are in place to meet
Company
objectives and
measure
performance
against them.
Ensures that
controls and risk
management
systems are
rigorous and
effective
throughout the
organisation.
Determines
the Group’s risk
appetite and
nature and extent
of the principal
risks and considers
other matters
escalated from
the Board’s Risk
Committee.
Determines what
matters are
reserved for the
decision of the
Board.
The Board
Has principal responsibility for promoting the long-term sustainable success of the Company,
generating value for its shareholders and contributing to wider society.
Key responsibilities
Group Operating Committee
> Oversees the performance of support functions, significant Group projects and initiatives including
oversight of budget and cost.
> Monitors operational risk within support functions, including reviewing and approving support
function policies and potential change initiatives.
Group Executive
Committee
> Defines and refines
strategic proposals
including the
ESG strategy.
> Reviews performance
and success against
Group strategy.
> Reviews and
recommends
governance proposals
and promotes cultural
development of the
Group.
Nominations &
Governance
> Oversees the structure, size
and composition of the
Board and its Committees,
including the Group’s UK
regulated boards.
> Ensures robust succession
plans are in place.
> Oversees the performance
evaluation of the Board and
its Committees.
Remuneration
> Develops, maintains and
recommends transparent
remuneration policies and
practices to support the
Group’s strategy and
long-term success.
Risk
> Reviews and makes
recommendations on
the Group’s risk appetite,
risk principles and policies
ensuring these are
reasonable and
appropriate for
the Group.
> Oversees climate-related
risks in accordance with
TCFD requirements.
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.
> Maintains oversight
of the Group’s TCFD
deliverables plan.
Group Risk and Compliance Committee
> Provides executive oversight of the Group’s enterprise risk management framework and monitors
conduct and compliance within the Group.
> Makes recommendations to the Group Executive, Risk and Audit Committee as appropriate.
Group Strategy Committee
> Develops proposals on the Group’s future strategy for consideration by the Group Executive
Committee.
> Considers potential impacts of changes in the Group’s operating environment and competitive
positioning, ‘horizon scanning’ for emerging opportunities and threats.
Executive Leadership
The Board has delegated responsibility for delivery of the Group’s strategy to the Chief Executive Officer who works with
the wider senior executives and management team to deliver the day-to-day operational performance of the business.
Read more
See page 96 for more.
Read more
See page 112 for more.
Read more
See page 108 for more.
Read more
See page 102 for more.
Our Board diversity at a glance
Sex
Board
members
% of the
board
Number of
senior
positions on
the board*
Number in
executive
management
1
% of executive
management
Men 6 60% 3 11 61%
Women 4 40% 1 7 39%
Other categories
Not specified/prefer not to say N/A N/A N/A N/A N/A
Compliance
UK Listing Rule requirement Outcome Group’s position as at 31 December 2024
At least 40% of Board directors are women Target met 40% of Board Directors were women.
At least one senior Board position held
by a woman* Target met
The position of Senior Independent Director is held
by a women.
At least one Board Director from a minority
ethnic background Target met
One Board Director is from a minority
ethnic background.
1 Includes the Group Company Secretary
* Senior Board position is CEO, CFO, Chair or Senior Independent Director.
2023 2024
1 Routine matters including unminuted discussion 12% 12%
2 CEO updates 13% 12%
3 CFO updates including dividend, tax matters and
investor relations 19% 17%
4 Business/management presentations and updates
including operations and technology 23% 24%
5 Risk management and audit including Brexit 4% 1%
6 Legal and Compliance 7% 6%
7 Strategy including corporate transactions 12% 18%
8 Corporate governance and policies 5% 5%
9 Employees, ESG, culture and stakeholders 5% 5%
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.
Board and executive management diversity disclosures UK Listing Rule 6.6.6(10)
UK Listing Rule 6.6.6(9)
How the Board spent its time during the year in scheduled meetings
Board meetings held during the year
Ethnicity
Number of
Board members
% of
the Board
Number of
senior positions
on the Board*
Number in
Executive
management
1
% of Executive
management
White British or other White (including minority-white groups) 9 90% 4 12 67%
Mixed/Multiple Ethnic Groups – – – – –
Asian/Asian British 1 10% – – –
Black/African/Caribbean/Black British – – – – –
Other ethnic groups – – – 1 5%
Not specified/prefer not to say – – – 5 28%
8
Number of scheduled Board meetings
1
Number of ad hoc Board meetings
99%
Board meeting attendance
2023 2024
TP ICAP GROUP PLC Annual Report and Accounts 202477
Governance
Annual Report and Accounts 2024TP ICAP GROUP PLC76
Richard Berliand
Chair,Nominations&
GovernanceCommittee
Board Chair’s governance letter
In January 2025, having served as Independent Non-executive
Director of the Board for seven years, Michael Heaney announced
he will retire from the Board with effect from 31 October 2025,
following completion of Stuart’s induction and handover process.
Ahead of Michael’s departure, I would like to take this opportunity,
on behalf of my Board colleagues, to thank Michael for his
contribution to the Board.
The effectiveness of the Board is regularly assessed and monitored
through the Nominations & Governance Committee. The 2024
Board Performance review undertaken in Q1 2025, determined that
the Board and its Committees continue to operate effectively and I
am pleased to report that each Director’s individual performance
and contribution to the Board remains effective and I would like to
thank them for their continued commitment to their roles.
Read more
FormoredetailonBoardandCommitteeeffectiveness,see
pages 93 to 95.
Details of the role and activities of each of the Board’s Committees
can be found under their respective reports:
> Nominations & Governance Committee page 96;
> Audit Committee page 102;
> Risk Committee page 108; and
> Remuneration Committee page 112.
Alongside corporate governance, the Board acknowledges its other
key responsibilities, in particular in relation to ESG matters. During
the year, the Board reviewed the climate related risks; exercising its
governance obligations under the TCFD. The Board were kept
informed of sustainability linked regulatory requirements and, in
particular, the preparations underway to meet the Corporate
Sustainability Reporting Directive. Tracy Clarke is the Board
appointed ESG Engagement Director and helps ensure the Board
considers the environmental and societal impact of its decisions
alongside other key stakeholders.
Read more
FormoredetailontheGroup’ssustainabilityactivities,seethe
Sustainability section of this report on pages 24 to 41.
During 2024, the Board focused on, among other matters, the
Group’s results, corporate (including regional) strategy, Fusion,
and other projects. In addition to these items of focus, the Board
approved two further buyback programmes of £30m each
(in March and August 2024) in order to reduce the capital of the
Company and meet obligations under employee share schemes.
Approval of these buyback programmes highlights the Board’s
continued confidence in the future prospects of the Group.
In August 2024, the Group announced the launch of a Board
approved three-year transformation programme to release at least
£50m of surplus cash through more legal entity consolidations, and
generate £50m of annualised cost savings through focused
operational excellence initiatives.
Read more
Further detail on the key items discussed and time spent by the
BoardontheseandothermattersissetoutintheCorporate
governance report on pages 86 to 95.
The Board is committed to actively engaging with our stakeholders
to ensure their interests are considered in Board discussions and to
aid strategic decision-making. Our stakeholders are integral to the
success of the Company and we are committed to creating
sustainable value and a shared outcome for all. Throughout the
year, the Board received regular updates on shareholders, including
their feedback and key areas of focus. In May, November, and
December 2024, I held engagement meetings with our largest
shareholders on matters such as achieving value recognition and
the Remuneration Policy. I am available to meet with shareholders
at any time prior to our forthcoming AGM.
Dear fellow shareholder,
On behalf of the Board, I am pleased to present the Corporate
governance report, for the year ended 31 December 2024.
The Board, together with its Committees, is responsible for
establishing and upholding sound and effective corporate
governance across the Group. A strong governance framework,
supported by robust systems and processes, aligned with the
Group’s purpose, values and culture, enables the Board to make
agile and well-informed decisions to support the continued success
of the Group and create long-term sustainable value.
‘The whole is greater than the sum of its parts’. As such, the
structure, size and composition of the Board and its Committees is
kept under constant review to ensure the Board has the right
balance of diversity; in its broadest sense, knowledge, skills and
experience to respond to any challenges or opportunities which
may arise and to achieve the Group’s strategic priorities. In this
regard, the Board engaged an external executive search agency to
seek an Independent Non-executive Director to join the Board and I
am pleased to welcome Stuart Staley who will join the Board from
1 June 2025. Stuart brings substantial experience from his executive
career and directorship roles and will be a great addition to
our Board.
Read more
You can read more on Stuart’s appointment to the Board in the
Nominations&GovernanceCommitteereportonpage96.
Our three dedicated Workforce Engagement Non-executive
Directors ensure the Board is kept informed of matters of interest
and concerns from employees across the Group and, together with
the annual workforce engagement survey ‘MyVoice’, enables the
employee voice to be heard in the Boardroom. The Board, through
the Nominations & Governance Committee reviewed the feedback
and outcomes of the 2024 MyVoice survey which had an
encouraging 70% response rate; up 3% compared to the prior year.
The survey revealed a strong understanding of strategy and values
with 70% of respondents stating they would recommend TP ICAP
as a great place to work.
Read more
For more on stakeholder engagement activities
see pages 54 to 57.
The Board aims to foster an open and collaborative culture based
on our mission and purpose supporting decisions that are best for
our shareholders, while having regard to the interests of all
stakeholders. During the year, the Board reviewed and approved
an enhanced global employee Code of Conduct reflecting the
Group’s and Board’s commitment to embedding and upholding
high ethical standards and integrity in all aspects of our operations
and business, in line with our Triple-A values: Accountability,
Adaptability, Authenticity.
Read more
Furtherdetailsonourpurpose,visionandmissioncanbefound
in the Sustainability section on page 20.
I believe the Board and Senior Executives, together with the robust
governance framework, are well placed to lead the Group through
2025 and beyond. I would like to thank my Board colleagues, the
senior team and our wider colleagues across the Group for their
dedication, hard work and focus.
Our 2025 AGM will be held on 14 May 2025 at 2.15 pm 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.
My fellow Directors and I look forward to meeting shareholders at
the AGM and welcome your feedback.
Richard Berliand
Board Chair
11 March 2025
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202478 79
Governance
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.
Kath Cates
Senior Independent Director
Risk Committee Chair
Appointed
19 March 2019 and Chair
with effect from 15 May 2019
Appointed
1 February 2021
Appointed
10 July 2018
Appointed
10 July 2018
Committee appointments
N
R
Committee appointments
A
N
Ri
Committee appointments
None
Committee appointments
None
Board skills and experience
Richard combines a detailed understanding
of the financial services industry and its
challenges and opportunities with a diverse
range of senior board leadership
experience, having held roles as Senior
Independent Director and Deputy Chair at
other listed financial institutions. Through
his broad business experience and previous
external roles Richard brings extensive
external insight, a deep understanding of
relevant issues and the strong corporate
governance expertise required to lead an
effective Board and develop its strategy. He
also brings considerable experience of
engagement with key stakeholders of the
business.
Board skills and experience
Kath brings to the Board a wealth of
experience in global financial services with
over 25 years in executive roles based in
Hong Kong, London, Singapore and Zurich.
Her responsibilities spanned risk, legal and
compliance, operations, IT, brand, HR and
strategy. More recently as a Non-executive,
Kath has gained broad experience on the
main boards of a number of companies,
chairing board committees and acting as
Senior Independent Director. Kath is a
current member of Chapter Zero and was
appointed our Senior Independent Director
in March 2023.
Board skills and experience
Nicolas’ extensive experience across the
global broking industry complements his
in-depth knowledge of the Group’s
operations and markets, and enables him to
lead the business and be a key contributor
to the Board. Nicolas continues to lead the
implementation and development of the
Board’s strategy and identifies new
opportunities for the continued future
growth of the business. He maintains a
productive dialogue with institutional
investors and other key stakeholders of
the business.
Board skills and experience
Robin brings to the Board financial
expertise coupled with strong leadership
skills developed, both within TP ICAP and
the wider industry, over the past 25 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,
dynamic capital management of the Group
and provides valuable expertise in financial
risk management.
Career
Richard had a 23-year career at J.P. Morgan
where he served most recently as Managing
Director leading the global cash equities
and prime services businesses. He was
previously a member of the board of
directors of Rothesay Life plc and a member
of Deutsche Börse AG’s Supervisory Board.
Career
Kath was previously Global COO,
Wholesale Banking for Standard Chartered
Bank plc. Prior to that, Kath spent over 20
years at UBS in a variety of senior roles
including Global Head of Compliance. Kath
was previously a Non-executive Director
and Chair of the Risk Committee of Brewin
Dolphin Holdings plc, and a Non-executive
Director and Remuneration Committee
Chair of RSA Insurance Group plc.
Career
Nicolas has held senior managerial roles at
MATIF (later Euronext), FIMAT (part of
Société Générale Group) and most recently
prior to joining TP ICAP, as Chief Executive
of Newedge Group. Before his current
appointment, he was CEO of TP ICAP’s
largest business, Global Broking. Nicolas
has also held directorship roles in Europe,
Asia and the Americas at the Futures and
Options Association (UK), Futures Industry
Association (USA), Citic/Newedge (China)
and Altura (Spain).
Career
Robin started his career at Arthur Andersen
and after that he spent 13 years at Dresdner
Kleinwort where he was director and deputy
head of tax. He joined the Group originally
as Head of Tax in 2003 and has since held
the roles of Head of Group Finance and Tax,
Group Financial Controller and Deputy
Chief Financial Officer.
External appointments
Senior Independent Director and member
of the Remuneration, Nomination and
Audit & Risk Committees of Man Group plc.
Chair of Saranac Partners Limited.
External appointments
Non-executive Director, Remuneration
Committee chair, and member of the Audit
and Nomination Committees of United
Utilities Group plc. Independent Non-
executive Director of two regulated
subsidiaries, and also Audit Committee
chair of one, in the Columbia Threadneedle
Group. Chair of the Board of Brown Shipley
& Co Limited.
External appointments
None
External appointments
None
Richard Berliand
Board Chair
Nicolas Breteau
Executive Director and
Chief Executive Officer
Robin Stewart
Executive Director and
Chief Financial Officer
A
Audit Committee
N
Nominations & Governance Committee
R
Remuneration Committee
Ri
Risk Committee
Chair
Member
W
Workforce Engagement Director
E
ESG Engagement Director
External appointments: all listed and regulated external appointments are disclosed.
2024 Board attendance at scheduled meetings
Board skills and experience as identified by the Board
Director Meetingsattended
Richard Berliand 8/8
Nicolas Breteau 8/8
Kath Cates 8/8
Tracy Clarke 8/8
Angela Crawford-Ingle 8/8
Michael Heaney
1
7/8
Mark Hemsley 8/8
Philip Price 8/8
Robin Stewart 8/8
Amy Yip 8/8
1 Michael Heaney was unable to attend the 29 November 2024 Board meeting due to a prior conflict.
Score %
1 Banking 26 79%
2 Trading/broking 26 79%
3 Accounting 19 58%
4 Operational 20 61%
5 Digital and technology 15 45%
6 Regulatory 27 82%
7 Risk management 25 76%
8 Audit 20 61%
9 Strategy 25 76%
10 Corporate governance 26 79%
11 Corporate transactions 23 70%
12 Remuneration 22 67%
Note: The ‘Score’ of skills, knowledge, experience held by each Director is assessed utilising a 0-3 rating (0: None | 1:
Can Navigate | 2: Competent | 3: Expert) on an individual basis, providing a maximum score of 30 per item.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202480 81
Governance
Board of Directors continued
Tracy Clarke
Independent Non-executive Director
Remuneration Committee Chair
Appointed
3 September 2018
Appointed
1 January 2021
Appointed
16 March 2020
Committee appointments
None
Committee appointments
N
R
E
Committee appointments
A
N
Ri
Board skills and experience
Philip has over 35 years’ experience gained
in senior executive roles in the corporate
and financial services sector. His knowledge
and expertise enables him to bring a
valuable perspective to the Board’s
consideration of risk, governance, legal and
compliance issues and he is able to provide
the Board with insight as to the dynamic
and complex regulatory environment in
which TP ICAP operates. Having spent his
career variously in London, Europe and
Asia, Philip also brings an understanding
and insight into a number of the Group’s key
operating markets.
Board skills and experience
Tracy brings to the Board considerable
international banking and financial
services experience spanning 35 years, most
recently serving as a Director of Standard
Chartered Bank U.K. for seven years. Her
non-executive appointments, including as
Chair of the Remuneration Committee,
previously for eaga plc and Sky plc, and
currently for Haleon plc and Starling Bank,
demonstrate her suitability to chair the
Remuneration Committee. Tracy also has
relevant experience in the area of ESG,
having previously been responsible for
Corporate Affairs and Sustainability at
Standard Chartered and being a current
member of Chapter Zero, which is valuable
in her role as ESG Engagement Director.
Board skills and experience
Angela brings substantial experience to the
Board, both from her executive career, as
well as from her other Non-executive
Director roles in financial services. She is a
Fellow of the Institute of Chartered
Accountants in England and Wales and
delivers scrutiny and oversight to the Board
from her extensive experience of audit of
multi-national and listed companies.
Career
Prior to joining the Group as Group General
Counsel and Global Head of Compliance in
2015, Philip held senior executive roles in
UK-listed companies, investment banks and
the alternative investment sector. Philip is
admitted as a Solicitor of the Senior Courts
of England & Wales.
Career
As well as having been Director of Standard
Chartered Bank U.K. from January 2013
until 31 December 2020, Tracy served as
Non-executive Director of Standard
Chartered First Bank in Korea, Zodia
Holdings Limited and Zodia Custody Ltd.
She has also chaired the boards of Standard
Chartered Bank AG and Standard
Chartered Yatirim Bankasi Turk A.S. She
was also Non-executive Director of Inmarsat
plc, China Britain Business Council and
TheCityUK.
Career
Angela, a chartered accountant, was a
Partner specialising in financial services at
PricewaterhouseCoopers for 20 years,
during which time she led the Insurance and
Investment Management Division. She has
previously served in Non-executive Director
roles at Beazley plc, Swinton Group Limited,
Openwork Holdings, and River and
Mercantile Group plc.
External appointments
None
External appointments
Senior Independent Director and
Remuneration Committee Chair of Starling
Bank Limited. Non-executive Director
and Remuneration Committee Chair
of Haleon plc.
External appointments
Council Member and Chair of the Audit
Committee of Lloyd’s of London Limited.
Non-executive Director and member of the
Audit and Risk Committees of Lloyd’s
Insurance Company SA. Independent
Non-executive Director and Chair of the
Audit Committee for both MUFG Securities
EMEA plc and the London branch of MUFG
Bank Ltd.
Appointed
15 January 2018
Appointed
16 March 2020
Appointed
1 September 2023
Committee appointments
N
R
Ri
W
Committee appointments
N
Ri
W
Committee appointments
A
N
R
W
Board skills and experience
Michael brings to the Board significant
knowledge of financial markets, both in the
USA and the UK, as well as expertise in
international financial management from
his long career in financial services. His prior
experience of operations and risk
management at senior level was invaluable
in his role as interim Chair of the Risk
Committee. Michael was also our Senior
Independent Director from May 2021 to
March 2023. As Workforce Engagement
Director, his perspective ensures that he
understands and brings the views of
employees in the Americas region to
Board discussions.
Board skills and experience
Mark draws on his extensive experience of
capital markets and exchanges from his
executive career in the industry. His
knowledge of large-scale technology
infrastructure, operations and oversight of
operational transformation in several
international exchanges and trading
platforms is invaluable to the Board. As
Workforce Engagement Director for EMEA,
Mark’s engagement with colleagues brings
the perspectives of EMEA employees to
Board discussions.
Board skills and experience
Amy has a deep understanding, extensive
skills and experience in asset management,
banking, insurance, and regulation
following a career spanning more than 45
years with global players in China and
South-east Asia. She was formerly a
member of the Supervisory Board of
Deutsche Börse AG, Temenos Group AG,
Fidelity Funds, and an Executive Director of
Reserves Management at the Hong Kong
Monetary Authority. Amy continues to act
as an adviser to Vita Green, Hong Kong.
Since 2011, Amy has been a founding
partner of RAYS Capital Partners, a SFC
registered Hong Kong based investment
management company specialising in
Asian capital markets.
Career
During a distinguished career, Michael
served as Global Co-Head of the Fixed
Income Sales and Trading Division for 28
years at Morgan Stanley, both in New York
and London. He was also a member of
Morgan Stanley’s Operating, Management
and Risk Management Committees. Until
recently Michael served as a Non-executive
Director of Legal & General, Investment
Management Americas, and Chairman of
the US Securities and Exchange Commission
Fixed Income Market Structure Advisory
Committee.
Career
Mark was President of Cboe Europe until his
retirement in early 2020. Prior to that he
was Chief Executive Officer at Bats Global
Markets in Europe, Managing Director,
Market Solutions at LIFFE and Managing
Director Global Technology at Deutsche
Bank GCI. Mark was also a board member
of EuroCCP NV and was a member of the
ESMA Securities and Markets Stakeholder
Group and Securities and Markets
Consultative Working Group.
Career
From 2006 to 2010, Amy was Chief
Executive Officer of DBS Bank (Hong Kong)
Limited, Head of its wealth management
group and previously Chair of DBS asset
management. Prior to that, Amy held
various senior positions at the Hong Kong
Monetary Authority, Rothschild Asset
Management and Citibank Private Bank. In
Amy’s early career she worked for a number
of leading global financial institutions
including the Morgan Guaranty Trust
Company of New York.
External appointments
Chairman of Deutsche Bank USA and
Deutsche Bank Trust Company Americas.
External appointments
None
External appointments
Independent Non-executive Director and
Audit Committee member of Prudential plc.
Non-executive Director and Asia Advisory
Board member of EFG International AG
(including its subsidiary, EFG Bank AG).
Non-executive Director of AIG Insurance
Hong Kong Limited. Founding partner of
RAYS Capital Partners Limited.
Philip Price
Executive Director and
Group General Counsel
Angela Crawford-Ingle
Independent Non-executive Director
Audit Committee Chair
Michael Heaney
Independent Non-executive Director
Mark Hemsley
Independent Non-executive Director
Amy Yip
Independent Non-executive Director
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202482 83
Governance
Compliance with the Code
Corporate Governance Statement 2024
This Corporate Governance Statement, as required by
the UK Financial Conduct Authority’s Disclosure
Guidance and Transparency Rules 7.2 (‘DTR 7.2’),
together with the rest of the Corporate governance
report and the Committee reports, forms part of the
Report of the Directors and has been prepared in
accordance with the Corporate Governance Code 2018
(the ‘2018 Code’). A copy of the 2018 Code can be found
on the Financial Reporting Council’s website:
www.frc.org.uk.
The Company considers that it has fully complied with
the principles and provisions of the 2018 Code during
the financial year ended 31 December 2024 and the
following pages outline how it has done so.
The FRC has advised changes to the Code which will
apply to financial years beginning on or after the 1
January 2025 (the ‘2024 Code’). The Board will consider
the appropriate response to these changes, including
the ‘Audit Committees and External Audit: Minimum
Standard’ in the Group’s 2025 Annual Report.
This Corporate Governance Statement 2024 is
approved by the Board of Directors and signed on its
behalf by the Chair and the Group Company Secretary.
Richard Berliand
Chair
11 March 2025
Vicky Hart
Group Company Secretary
11 March 2025
The layout of the Corporate governance report follows the structure
of the principles of the Code and illustrates how the Code principles
have been applied by the Company. Where supporting information
is found outside of, or in addition to, this Governance report, the
page reference is given in the following tables:
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.
A. Effective Board pages 92 to 95
B. Purpose strategy, values and culture page 20
C. Prudent and effective controls and Board resources page 87
D. Stakeholder engagement pages 54 to 57
E. Workforce policies and practices page 88
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.
F. Board roles page 88
G. Independence page 89
H. External commitment and conflicts of interest page 89
I. Board efficiency page 93
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.
I. Board efficiency page 93
J. Appointments to the Board page 92
K. Board composition page 77
K. Annual Board evaluation page 93
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 to achieve 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.
M. Effectiveness of external auditor and internal audit and integrity
of accounts pages 106 and 107
N. Fair, balanced and understandable assessment of Company
prospects page 104
O. Internal financial controls and risk management page 107
P. Linking remuneration with purpose and strategy page 112
Q. A formal and transparent procedure for developing policy pages
106 and 107
R. Independent judgement and discretion page 107
Remuneration
Executive Directors’ remuneration has been designed to promote
the long-term sustainable success of the Company. No Executive
Director is involved in deciding their own remuneration.
Index of Code disclosures
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202484 85
Governance
Corporate governance report
BOARD LEADERSHIP AND COMPANY PURPOSE
EffectiveBoard
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. A summary of the responsibilities of each Committee is
given in the governance framework on page 76 with further detail
contained within each of the relevant Committee reports.
Read more
ForNominations&GovernanceCommitteeseepage96.
ForAuditCommitteeseepage102.
ForRiskCommitteeseepage108.
ForRemunerationCommitteeseepage112.
The Group has a matrix management structure. The Board
delegates responsibility for the day-to-day operational
management of the Company to the Chief Executive Officer, who
chairs the Group Executive Committee (‘ExCo’). The ExCo is
comprised of Executives and senior managers from across the
business with responsibility for the operational management and
implementation of the Group’s Strategic objectives.
The ExCo is supported by three sub-committees: the Group
Operating Committee (‘GOC’), chaired by the Group Chief
Operating Officer; the Group Risk and Compliance Committee
(‘GRCC’), chaired by the Group General Counsel; and the Group
Strategy Committee (‘GSC’), chaired by the Group Head of
Strategy. A summary of responsibilities for each of these
committees can be found in the governance framework on page 76.
The ExCo operates as the Group’s Chief Operating Decision Maker
(‘CODM’), and is a general executive management committee
under the direct authority of the Board. ExCo members regularly
review operating activity 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 represents a 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.
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.
In July 2024, the Board approved the establishment of a Share
Plans Committee (‘SPC’) and an Urgent Decisions Committee
(‘UDC’). The SPC’s primary responsibility will be to deal with the
administrative arrangements in relation to the Company’s share
plans, relinquishing this burden from the Board and Remuneration
Committee. Establishment of the SPC will formalise and improve
governance procedures relating to the provision of share-based
payments. Decisions relating to the Company’s share buyback
programmes and treasury shares will remain reserved for the Board,
unless otherwise delegated.
The UDC has been established with the delegated authority of the
Board to make decisions in between Board meetings in
circumstances where it is not considered practicable to consult and
seek a decision from all Board members in the timescale required,
or where it is felt that the issue to be considered does not warrant a
full Board decision. In the event that a UDC meeting is required, the
full Board will be provided with notice of the meeting and informed
of any decision taken as soon as practicable.
Both the SPC and UDC are governed by individual terms of
reference which will be subject to annual review by the Board.
To support local regulatory compliance, each regional sub-group
has its own independent governance structure including CEOs,
Board members and sub-group regional Risk and Compliance
Committees with separate autonomy of decision-making and the
ability to challenge the implementation of Group level strategy and
initiatives within its region. The EMEA sub-group also has the
benefit of independent Non-executive Directors on the regional
Board of Directors, further strengthening the independence and
judgement of the governance framework.
Governance and controls
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 to achieve the Group’s
strategy within a framework of prudent controls. 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 shown on page 76 including
the Group’s UK regulated entities within the EMEA sub-group.
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 and appended documentation is
subject to annual review to ensure alignment with governance and
regulatory developments, including the Senior Managers and
Certification Regime.
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.
Board resources – keeping the Board informed
To enable the Board and its Committees to discharge their duties,
Directors are provided with relevant and timely information. For
scheduled meetings, agendas are prepared according to the
previously agreed forward agenda schedule and subsequently
reviewed and amended as required to reflect current business
priorities as determined by the Chief Executive Officer and the
other Executive Directors.
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 appropriate time for review.
Our Triple-A Values emphasise the importance of accountability in
the workplace, focusing on building trust by being accountable to
ourselves, our colleagues, our clients and broader stakeholders.
Read more
FormoredetailonhowtheBoardmonitoredculture
throughouttheyear,seepage90.
Board Strategy Day
The Board attended a Strategy Day held in May 2024, which
focused on delivery of the strategic objectives and a three-year
programme of transformational initiatives to deliver sustained
value creation through operational and engineering excellence
to reduce operational risk, free up capital and liquidity and
streamline costs.
The session was interactive with items of focus including the Global
efficiency plan and Financial strategy and in-depth discussion on
how best to focus the Group’s resources.
Detailed reports and business unit deep dives into performance
and strategy enabled informed discussions on the challenges
an opportunities for the Group including consideration of
execution risks, mitigating actions and potential impact
on client relationships.
Read more
Asummaryoftheprincipalmattersconsideredand
actionstakenbytheBoardtogetherwiththerelatedlink
to Group strategy and stakeholders can be found in
Boardfocusandprincipalmattersonpage90.
Purpose, strategy, values and culture
Our purpose
To provide clients with access to global
financial, energy and commodities
markets, improving price discovery,
liquidity and distribution of data,
through responsible and innovative
solutions.
Our corporate values
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202486 87
Governance
Corporate governance report continued
The Group has a comprehensive system for reporting on the Group’s
financial position and prospects, which is subject to rigorous review.
The Board reviews consolidated reports on budgets, financial
forecasts and management accounts including KPIs, income
statements, balance sheets and cash flows.
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 and there are
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 and
resources it receives to ensure it is clear and comprehensive to
enable effective discussion and well-informed decision-making.
Stakeholder engagement
Promoting the success of the Company
TP ICAP Group plc is a Jersey registered company, as defined by
the Jersey (Companies) Law 1991 and therefore its Directors are not
subject to the UK Companies Act 2006 requirements, in particular
s172(1) duties. Nevertheless, the Board promotes the success of the
Company for the benefit of our members as a whole, recognising
that a broad range of stakeholders are material to the long-term
success of the business.
Read more
OnemployeeengagementandhowtheBoardhas
engagedwitheachofitskeystakeholdersandhowtheir
interests have been considered in Board discussions and
decision-making,seetheStakeholderengagement
section of the Strategic report on pages 54 to 57.
Workforce policies and practices
The Group has a comprehensive range of policies and systems in
place to ensure the Group is run with effective oversight and
control. The Nominations & Governance Committee has
responsibility for setting and reviewing key non-pay related
workforce policies and procedures for recommendation and
subsequent approval by the Board. In the past, these have included:
> Diversity and inclusion;
> Conflicts of interest;
> ESG-related governance statements and policies;
> Group Code of Conduct;
> Modern Slavery Statement; and
> Whistleblowing Policy.
Read more
On the activities of the Nominations & Governance
Committeeseepages96to101.
DIVISION OF RESPONSIBILITIES
The roles of the Board Chair, Chief Executive Officer and Senior
Independent Non-executive Director are separate and a formal
statement of division of responsibilities has been adopted by the
Board and can be found on our website. There is a clear division of
responsibilities between the Executive and Non-executive Directors
as shown in the following table.
Non-executive Executive
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.
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.
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.
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 by 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
AvailableontheCompany’swebsite:https://tpicap.com/
tpicap/investors/corporate-governance
Board independence
The independence of the Non-executive Directors is kept under
review and assessed annually. The Board considers that all
Non-executive Directors who served during the year were
independent in character and judgement with no relationships or
circumstances that were likely to or could appear to affect their
sound judgement.
External appointments
The Company is mindful of the time commitment required from
Non-executive Directors in order to effectively fulfil their
responsibilities on the Board. Prior to appointment, prospective
Directors provide details of any external appointments or
significant obligations that may affect the time available for them
to commit to the Company. Directors are required to request
permission from the Nominations & Governance Committee and to
keep the Chair and the Board informed of any proposed external
appointments or other significant commitments as they arise. These
are regularly monitored by the Board and the Nominations &
Governance Committee to ensure Directors are able to allocate
sufficient time to discharge their responsibilities effectively.
Throughout the year reported, none of the Executive Directors held
any external appointments.
Conflictsofinterest
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.
Read more
OnDirectorindependence,externalappointmentsand
conflictsofinterest,seetheNominations&Governance
Committeereportfrompage96.
BoardandCommitteemeetings
In 2024, the Board held eight scheduled meetings 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. The number of
scheduled meetings the Board holds each year is kept under review
and every effort is made to arrange Board meetings so that all
Directors can attend. In addition to the scheduled meetings, ad hoc
meetings are called as required, and sometimes at relatively short
notice. Therefore, due to prior commitments, it is not always
possible for all Board members to be in attendance. In the event a
Director is unable to attend a meeting, they receive all supporting
papers and are given the opportunity to raise any points or
questions ahead of the meeting. All Board and Board Committee
meetings are minuted summarising the principal points discussed
and any unresolved concerns and actions arising from discussion
are recorded.
In addition to the eight scheduled meetings (six full agenda
meetings and two shorter CEO and CFO report focused meetings),
there were three further ad hoc meetings held at short notice during
2024. 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.
In accordance with the 2018 Code, the Non-executive Directors
conducted unminuted discussions at the end of scheduled Board
meetings without the Executive Directors present to facilitate full
and frank discussion. Additionally, Non-executive Director only
dinners are held at least twice per year.
The following table indicates the number of scheduled Board
and Board Committee meetings, and attendance during the
financial year.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202488 89
Governance
Corporate governance report continued
Board activity at a glance
The Board has a rolling agenda of standing items which are considered at every scheduled meeting. These include, but are not limited to:
> Executive reports from the CEO on Group operations and CFO on financial performance;
> Reports from each of the Board Committees;
> Regional updates – APAC, EMEA, Americas; and
> Governance compliance and legal updates.
The following table summarises key areas of focus for the Board and links these focus areas with our Group Strategic Pillars, Sustainability
strategy and stakeholders.
Key area of focus Key activities and discussions
Link to strategic and
sustainability pillars
Stakeholders
considered
Strategy
Oversight of the Group’s strategy
and monitoring its delivery.
Discussing and approving major
projects, investment or corporate
activity
> Presentations and deep-dive sessions including Energy &
Commodities, Parameta Solutions, and Liquidnet.
> Approval of launch of a three-year programme to release at
least £50m of surplus cash through more legal entity
consolidations, and generate £50m of annualised cost savings
through more operational efficiency initiatives.
> Approval of the Group Tax strategy.
Build and sustain
technology expertise
Positioning TP ICAP as a leader
in digital transformation within
the financial services sector
> Received updates on Technology and Data Analytics strategy.
> Approved the strategic partnership with Amazon Web Services
(‘AWS’) to modernise the Group’s technology infrastructure,
enhance cybersecurity and deliver cost savings.
People, culture and values
Ensuring an inclusive
environment of diverse, talented
and committed people,
underpinned by an effective
corporate culture
> Culture and conduct initiatives. Including approval of the
enhanced Code of Conduct responding to the increased focus
on financial and non-financial conduct from regulators and
external stakeholders.
> Received regular updates on Group activities, progress and
reporting metrics in relation to the Group Diversity and Inclusion
strategy.
> Employee development and engagement.
> Consideration of the Gender Pay Gap report.
> Whistleblowing updates, in conjunction with the Audit
Committee.
> Oversight of workforce engagement programme, including
MyVoice survey.
Operations and
performance
Review and oversight of the
Group’s operations and
performance
> Regional deep dives.
> Review of UKRE senior management succession and hire
processes.
Financial performance
Oversight of the financial
performance of the Group,
including results, capital
andliquidity
> Three-year financial plan updates.
> Review and approval of Financial strategy.
> Approval of the 2024 Group Budget and discussion of the 2025
Budget setting process.
> Results reporting, including trading statements and Annual
Report and Accounts.
> Review and approval of updated Expenditure Control Policy.
> Review and approval of the Share Hedging Programme.
> Review of Dividend Policy.
> Group review of capital and liquidity adequacy.
> Approval of second and third £30m share buyback
programmes.
> Approval of 2024 interim and final dividend.
> Approval of Group insurance renewal.
> Review of accounting standards.
Key area of focus Key activities and discussions
Link to strategic and
sustainability pillars
Stakeholders
considered
Audit and risk
Ensuring the Group has effective
systems of internal control and
risk management, including
approving the Group’s risk
appetite
> Review and approval of risk appetite and framework, including
monitoring emerging risks.
> Review of effectiveness and independence of the external
auditor.
> Review of internal and external audit reports.
> Review of the Group’s going concern and viability statements.
> Receive and review presentations and reports from the external
auditor including control environment observations
> Review, assess and approve the Group’s going concern and
viability statements.
> Receive and review updates from the Group Risk Committee
and Chief Risk Officer.
> Review of the effectiveness of internal controls particularly in
relation to preparedness for the revised FRC requirements
relating to material controls.
Governance
Implementation and oversight of
the governance of the Group
ensuring compliance with legal
and regulatory requirements and
in accordance with the FCA’s
2018 Code and UK listing rules
> Review, approval and control of Group policies and statements
including:
— Procurement Policy;
— Supplier Code of Conduct;
— Modern Slavery Statement; and
— Board Diversity Policy.
> Group Board and Committee composition, succession and
evaluation.
> UKRE board and committee composition, succession and
evaluation.
> Ensuring regulatory and legal compliance.
> Adoption of the Share Plans Committee and Urgent Decisions
Committee.
Stakeholder engagement
and ESG
Ensuring the balance of interests
between the Group’s
stakeholders and ensuring their
needs are considered in the
decision-making of the Board
Oversight of the Group’s
sustainability strategy and
implementation
> Review of shareholder analysis and feedback.
> Review and approval of Investor Relations strategy for 2024.
> Progress review on S172(1) engagement, including engagement
mechanisms and reporting.
> Presentations and in person meetings with key investors.
> Received regular updates on sustainability reporting and
disclosure and progress against the Group’s sustainability
strategy including CSRD preparedness.
> Engagement with the FCA and other regulators.
> Review and approval of the Charitable Giving Policy.
Clients Suppliers and business partners
Employees Communities and environment
Regulators Shareholders
Key
Transformation
Diversification Dynamic capital
management
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202490 91
Governance
Corporate governance report continued
The Board and culture during 2024
Action Link to culture
Employee Engagement
Programme
The Board has three dedicated Workforce Engagement Non-executive Directors who meet with
colleagues across our regions and work with management to gain an insight into region-specific issues
for employees and championing the employee voice in the Boardroom.
MyVoice survey
The Board reviewed the feedback and outcomes from the 2024 MyVoice employee engagement
survey.
Code of Conduct
The Board reviewed and approved an enhanced Group Code of Conduct designed to ensure that
employees understand the behaviour and conduct expected of them.
Supplier Code of Conduct
The Board conducted a review of the Supplier Code of Conduct and determined that it remained
appropriate.
Modern Slavery Statement
The Board approved the Modern Slavery Statement and has oversight of the processes in place to
prevent modern slavery.
Board Diversity Policy
Approval and adoption of the Board Diversity Policy.
Diversity and inclusion
The Board received and monitored regular reports and updates on the progress against the Group’s
Diversity and Inclusion strategy, with the ultimate aim of moving from diversity to inclusion.
Whistleblowing
The Board received and reviewed regular reports and updates on the Group’s whistleblowing
arrangements and controls and approved the reappointment of the Group’s Whistleblowing
Champion.
The Board conducted an annual review of the Group’s Whistleblowing Policy and determined that it
remained appropriate.
COMPOSITION, SUCCESSION
AND EVALUATION
At the year end, the Board comprised ten Directors: an Independent
Non-executive Chair, three Executive Directors, one Senior
Independent Non-executive Director and five Non-executive
Directors and is supported by the Group Company Secretary. 40%
of our Board are female and one Board member is from an ethnic
minority background, in line with the FCA UK Listing Rules 9.8.6.
Read more
OnBoardcompositionanddiversity,seetheNominations&
GovernanceCommitteereportonpages96to101,theDirectors’
biographiestogetherwiththeBoard’sskills,knowledge,
experience and competencies are on page 80 to 83.
Succession planning
The Nominations & Governance Committee oversees succession
planning processes for both the Board and senior management as
well as succession plans for the Group’s UK regulated entities.
Board induction, training and development
On appointment, new Directors are provided with a bespoke and
extensive induction programme to fit with individual experience
and needs. Our induction programmes are structured around
one-to-one briefings with other Board members and senior
management, with specialised adviser meetings arranged
as appropriate.
Role-specific induction activities support Directors in meeting their
statutory duties and gives a comprehensive introduction to the
business and strategic priorities.
Topics covered include but are not limited to:
> Purpose and values;
> Culture and leadership;
> Governance and stakeholder management;
> Directors’ legal and regulatory duties;
> Recovery and resolution planning;
> Anti-money laundering and anti-bribery;
> Technical and business briefings; and
> Strategy.
New Board members are encouraged to provide feedback on their
induction, to enable continued improvement and refinement of
induction programmes and additional Director training. Induction
programmes are designed to support good information flows
within the Board and its Committees. This is then reinforced by the
annual training programme for all Board members to provide
continuing professional development and updates on regulatory,
financial and governance developments. The Board calls upon
external organisations where specialist input is required.
Appointments to the Board
The Nominations & Governance Committee is responsible for
recommending appointments to the Board, having had due regard
to ensuring the Board has the appropriate balance of skills,
knowledge and experience, independence, and diversity required
to operate effectively, taking into account the Group’s strategic
priorities and any challenges or opportunities.
Read more
FormoreonappointmentstotheBoard,seethe
Nominations&GovernanceCommitteereportfrom
page 96.
BOARD EVALUATION AND PERFORMANCE
In accordance with the 2018 Code, the Board undertakes annual effectiveness reviews to assess its performance and that of its
Committees. Board and Committee effectiveness reviews are carried out on a three-year cycle with externally facilitated evaluations
taking place every three years. Internal reviews take place in between. The most recent external review took place in 2022 and the next
scheduled externally facilitated evaluation is to take place in 2025.
The 2024 internal Board and Committees evaluation process is illustrated in the following diagram.
Evaluation process
1. The Board agreed to
an internally facilitated
questionnaire-based
Board and Committee
evaluation. The
questionnaire was
designed by the Group
Company Secretary
with input from the
Chairs of the Board
and Committees.
The questionnaire was
anonymous and included
both qualitative and
quantitative questions
with additional focus
on the performance
of each Committee.
2. The questionnaire was
circulated to all Directors
for completion in
February 2025. Areas of
focus were:
> progress against prior
year recommendations
> Board composition,
dynamics and expertise
> Strategic oversight
> Risk management
> Succession planning
> Board meetings,
meeting papers and
process
Board and Committee
members were required to
give their feedback on
each of the areas and
were given the
opportunity to provide
additional commentary
to support their
responses.
3. Responses were
collated by the
Company Secretary who
prepared a report with
non-attributable
scoring and comments,
together with proposed
actions (the ‘Report’).
The Report was initially
discussed with the
Board Chair and then
presented to the Board
at the March 2025
meeting. The Board
noted the feedback
received and areas for
improvement and an
action plan for the
coming year was
agreed.
4. Each Board Committee
considered the
evaluation outcomes
relevant to the
Committee at meetings
in March 2025.
YEAR 1
Externally facilitated
evaluation
YEAR 2
Internally facilitated
review and review of
progress against prior year
recommendations
YEAR 3
Internally facilitated
review and review of
progress against prior two
years’
In line with the three-year cycle, during 2024, the Nominations & Governance Committee oversaw an internal Board and
Committee evaluation process facilitated by the Group Company Secretary. The following diagram illustrates the process.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202492 93
Governance
Corporate governance report continued
Individual performance evaluation
As a separate part of the annual evaluation process, the
effectiveness and commitment of both the Executive and Non-
executive Directors, as well as the Chair, is assessed and the need
for any training or development is reviewed. The process for this is
as follows:
> The Chair meets with the Non-executive Directors to evaluate the
performance of the Chief Executive Officer, Chief Financial
Officer and Group General Counsel;
> 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, each individual’s continued
contribution to the Company’s long-term sustainable success is
considered along with their commitment of time in light of any
other commitments they may have.
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.
In March 2024, following a successful annual review of the Chair
carried out by the Senior Independent Director and the
Nominations & Governance Committee, the Board agreed that the
Chair remained independent and continued to provide effective
contribution and commitment to the role and was pleased to
approve the Committee’s recommendation that the Chair’s
three-year term be renewed for a third time.
All Directors subject to the annual evaluation were deemed to be
effective members of the Board and are recommended for
re-election at the 2025 AGM.
Progress against 2023 actions
The outcome of the 2023 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 following table.
2023 evaluation recommendations Progress made during the year
Continue to focus on
succession planning for
the Executive Directors
and senior management
> Following the success of the ‘Meet the Board’ sessions in New York in October 2023, further sessions
and opportunities for the Board to meet high potential individuals and members of the senior
management teams across the Group were scheduled.
> Succession-focused Board dinners were held and the Board and its Committees continued to focus
on succession planning initiatives throughout the annual meeting cycle.
Continue to enhance and
further formalise the
Director annual training
programme
> To aid the Board and its Committees’ understanding of the business, deep-dive sessions were held with
key business areas.
> The formalised annual training programme was extended to key members of senior management across
the Group. Further training is planned to take place in 2025.
Continue to refine Board
and Committee papers
> The standard paper templates were refined, reduced in number and extended to the Group.
> Focus on providing training to presenters to the Board and its Committees will be continued into 2025
as part of the roll out of our new Board Portal.
> Guidance has been provided to paper authors. Further guidance and training sessions will be
provided in 2025.
> The Company Secretariat has worked closely with its internal stakeholders to streamline and
communicate the reporting mechanisms of the Group. Where possible, duplication has been reduced
and further plans for simplification will be embedded in 2025.
2024 Board and Committee effectiveness
The conclusion of the 2024 internal evaluation process was that the Board and its Committees operated effectively. The evaluation
highlighted that the Board has made some significant positive contributions over the past 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 2024, and areas of focus for 2025, are set out in the following table.
2024 evaluation recommendations Areas of focus for 2025
Continue to focus on
succession planning for
the Executive Directors
and senior management
> Further sessions and opportunities for the Board to meet high potential individuals and members
of the senior management teams across the Group to be scheduled for 2025.
> Succession-focused Board dinners will continue to be scheduled to take place at least twice a year and
the Board and its Committees will continue to focus on succession planning initiatives throughout the
annual meeting cycle.
Continue to enhance and
further formalise the
Director annual training
programme
> To aid the Board and its Committees’ understanding of the business, additional deep-dive sessions
will be arranged with key business areas.
> The formalised annual training programme, which was extended to key members of senior
management across the Group, will continue into 2025.
Continue to refine Board
and Committee papers
process
> Presenters to the Board and its Committees to be provided with presenter training and feedback from
the Company Secretariat following each meeting to help ensure continuous development of
presenters and presentations to the Board and its Committees.
> Paper author training to be provided to paper authors to enhance the production of concise papers.
> To help streamline reporting and minimise duplication across meetings, the Company Secretariat will
continue to refine the reporting mechanisms across the Group to help ensure items are not duplicated
and are being considered at the most appropriate forum.
> To help ensure that papers are produced and distributed to the Board in a timely way, the Company
Secretariat will continue to work with the business to help ensure timely submission of papers.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202494 95
Governance
Richard Berliand
Chair,Nominations&
GovernanceCommittee
Report of the Nominations & Governance Committee
2024 key activities and outcomes
> Board composition, recruitment, and succession planning,
page 98.
> Board and workforce diversity, page 98.
> Senior management succession planning, page 100.
> Board evaluation process, outputs and actions, page 100.
> ESG and Governance matters, including the Group Governance
Manual, page 98.
> Stakeholder engagement activities, including the workforce
engagement programme, page 99.
Please refer to the stated pages for further detail on the
related outcomes.
How the Committee spent its time during
the year in scheduled meetings
2023 2024
1
8
7
2
3
4
5
6
1
8
7
2
3
4
5
6
2023 2024
1 Routine matters 11% 16%
2 Executive Director and senior management
succession planning 7% 18%
3 Stakeholder engagement, ESG and culture
(including diversity and inclusion) 35% 16%
4 Group Board and Committee skills,
experience, and membership 10% 6%
5 Corporate governance 11% 17%
6 Policies and controls 4% 2%
7 Board evaluation 13% 7%
8 UK Regulated Entities board composition 10% 18%
Due to a rounding error, an administrative amendment has been applied to the 2023
figures to provide a total of 100%.
Dear fellow shareholder,
I am delighted to present the report of the Nominations &
Governance Committee (the ‘Committee’).
In order to create sustainable value for all of our stakeholders it is
imperative that we have a skilled, experienced and diverse team of
Directors and senior leaders at Board and Group level as well as
within the UKRE boards and senior leadership teams. To this end,
the Committee spent much of its time focusing on Board and senior
leadership succession planning and Board and Committee
governance, undertaking a review of the governance and process
for senior management hires. This process plan formalises the
approval process for the recruitment of Non-executive and
Executive Directors, senior management, Group Company
Secretary and UKRE non-executive directors.
Recognising the Board’s commitment to promote diversity in its
broadest sense and to ensure the Group complies with changes to
the Disclosure Guidance and Transparency Rules, the Committee
devised a Board Diversity Policy which was approved and adopted
by the Board in March 2024. This is explained in further detail on
page 98 of this report.
The Committee regularly reviews and discusses the Group’s
governance arrangements to ensure the Group continues to comply
with the UK Corporate Governance Code 2018 and receives and
reviews updates or amendments to relevant legislation and
regulatory requirements as they arise.
Board composition, recruitment and succession
planning
Throughout the year, the Committee has regularly reviewed the
structure, size, composition of the Board with a view to ensure an
appropriate balance of skills, knowledge, independence,
experience, time commitment, and diversity in order to help ensure
that the Board operate effectively, in line with the Board Diversity
Policy and taking into account the Group’s Strategic priorities.
As part of orderly succession planning Russell Reynolds Associates
(“RR”) were appointed as an independent external search agency.
RR has no other connection to the Company or its Directors. RR
were asked, in consideration of the Board Diversity Policy, to
analyse the United States of America business market for potential
future candidates to join the Board.
Having considered a number of candidates the Committee was
pleased to recommend the appointment of Stuart Staley as an
independent Non-executive Director to the Board with effect from 1
June 2025. Details of Stuart Staley’s comprehensive induction plan
will be reported on in the 2025 annual accounts.
2024 Committee attendance at scheduled meetings
Committeemembers
Meetings
attended
Richard Berliand 4/4
Kath Cates 4/4
Tracy Clarke
1
3/4
Angela Crawford-Ingle 4/4
Michael Heaney
2
3/4
Mark Hemsley 4/4
Amy Yip3 3/4
1 Tracy Clarke was unable to attend the 30 July 2024 Committee meeting due to a
prior arranged conflict.
2 Michael Heaney was unable to attend the 28 November 2024 Committee meeting
due to a prior arranged conflict.
3 Amy Yip was unable to attend the 30 July 2024 Committee meeting due to a prior
arranged conflict.
In addition, and in accordance with its Terms of Reference, the
Committee also regularly reviews and makes recommendations in
relation to the composition and remuneration and effectiveness of
the Non-executive Directors serving on the TP ICAP UK Regulated
Entities’ boards and committees.
The Committee has a broad and varied role encompassing the
governance of the Group, along with oversight of ESG and people
matters as well as stakeholder engagement. The rest of this report
summarises how the Committee has discharged its responsibilities
during the year to ensure the Group’s processes and policies, Board
and Senior Leadership are best placed to support the Group in
achieving its strategic aims while creating long-term sustainable
value for stakeholders.
More online
TheCommittee’sTermsofReference
AvailableontheCompany’swebsite:
https://tpicap.com/tpicap/investors/corporate-governance
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202496 97
Governance
Report of the Nominations & Governance Committee continued
Key responsibilities of the Committee
The Board has delegated responsibility to the Committee for the
areas listed below. Details of these activities and outcomes are
either described in more detail in this Report or can be found cross
referenced throughout this Annual Report.
Board and Committee membership, and succession
planning
> Reviewing the balance, skills, knowledge and experience of the
Board and Board Committees.
> Making recommendations to the Board as to necessary and
appropriate adjustments in structure, size and composition of the
Board and its Committees.
> Overseeing succession planning processes for the Board and
senior management.
> Making recommendations to the Board on all proposed new
appointments, elections and re-elections of Directors at AGMs.
Board performance
> Supervising the Board performance evaluation process.
> Overseeing any remedial action required as a result of the
Board performance evaluation concerning the composition of
the Board.
Director independence
> Assessing and making recommendations to the Board in relation
to the independence of Non-executive Directors.
.
Conflicts and related person transactions
> Management of Directors’ conflicts of interest.
Governance
> Considering various governance matters, including compliance
with the UK Corporate Governance Code and/or other relevant
regulatory regimes.
> Reviewing key non-pay related workforce policies and
stakeholder engagement mechanisms.
ESG matters
> Reviewing and approving the content of any environmental,
social and governance related statements or policies.
Conduct
> Reviewing and approving the Company’s Code of Conduct,
share dealing code and related policies.
UK Regulated Entities (‘UKREs’)
> Agreeing procedures for and overseeing the selection and
appointment of independent Non-executive Directors to the
UKRE boards and considering the succession planning process.
> Reviewing the balance, skills, knowledge and experience, time
commitment, independence and diversity of the UKRE boards,
and making recommendations as required.
Director independence
> Assessing and making recommendations to the Board in relation
to the independence of Non-executive Directors.
As part of its standing agenda, the Committee carried out a review
of its terms of reference, to ensure that the Committee continues to
fulfil its duties and activities and that the terms of reference remain
relevant and determined that the Committee remained effective.
The Committee has unrestricted access to the Executive and senior
management, and external advisers to help discharge its duties. It
is satisfied in 2024 that it received sufficient, reliable and timely
information to perform its responsibilities effectively.
Board and workforce diversity
The Committee regularly considers the diversity of the membership
of the Board and its Committees, Executive and senior leadership
and UKREs boards as well as the wider workforce to ensure progress
against the diversity targets set out in the Parker Review, the FTSE
Women Leaders guidelines and the Women in Finance Charter.
The Board’s membership continues to meet the FTSE Women
Leaders guidelines. As at 31 December 2024, and throughout the
year reported, the Board’s female representation was 40% with the
Senior Independent Director being female. The Board also meets
the Parker Review requirement with one Board member being from
a minority ethnic background.
When considering succession planning, attention is given to the
application of the changes made to the UK Listing Rules in relation
to gender and ethnic diversity targets and the Board Diversity
Policy. The Committee considers diversity in its broadest sense, not
just in respect of gender, but also age, experience, ethnicity and
geographical expertise.
The Women in Finance Charter reflects the UK government’s
aspiration to see gender balance at all levels across financial
services organisations. TP ICAP signed the Charter in September
2018, and our target was to achieve 25% senior women in the
business by 2025. As at the date of this report we have 25% women
in senior positions and are on track to meet our 2025 target.
Board Diversity Policy
The Board embraces and seeks to promote diversity in its broadest
sense. When looking to appoint a new Director, the Board will first
focus on identifying an individual with the balance of capability,
expertise and experience required to efficiently discharge their role.
The Board recognises and understands that within this remit there
is added value derived from all forms of diversity, including age,
gender, gender identity, ethnicity, background, cognitive
and personal strengths and will seek to appoint the most
suitable candidate.
Diversity is the combination and interaction of people with
different knowledge, skills, experience, backgrounds, and outlooks
and this culture creates significant value, leading to better decision-
making and performance at all levels of the organisation. With this
in mind, and in response to the Disclosure Guidance and
Transparency Rules (‘DTR’) requirement relating to Board diversity
policies (DTR 7.2.8A), the Committee devised a Board Diversity
Policy in March 2024. The Policy is subject to annual review and was
fully endorsed and approved by the Board in March 2025.
Read more
Further details of our diversity and inclusion
commitmentscanbefoundwithintheSustainability
section of the report on pages 24 to 41.
Governance
The governance framework for the Group, including TCFD
requirements is set out in the Group Governance Manual (‘Manual’),
Further work will be undertaken in 2025 to help ensure a smooth
implementation (where appropriate) of regulatory and market best
practice enhancements to corporate governance as a whole.
Details of the governance framework can be found on page 76.
The Committee regularly reviews governance items such as the
Conflicts and Relevant Situations Register, Committees’ Terms of
Reference, stakeholder engagement and compliance and is
regularly updated on regulatory compliance.
UKRE governance
The Committee also reviews the UK Regulated Entities’ Conflicts
and Relevant Situations Register. An evaluation of the effectiveness
of the UKRE boards and their committees was completed by the
Group’s Internal Auditor in H1 2024. Overall the review determined
that the UKRE boards and their committees remained effective.
Stakeholder engagement
In accordance with its Terms of Reference, the Committee is
required to review and make appropriate recommendations to
the Board on the identification of key stakeholders, engagement
mechanisms and associated reporting. The Committee carried
out engagement with a number of key stakeholders during the
year, including discussions of key topics raised by shareholders
and employees.
During the year, the Committee reviewed the operations of the
Group against the governance expectations of investors and
determined that the operations of the Group are broadly in line
with investor expectations.
The Committee continues to monitor progress of the Workforce
Engagement Programme. During the year, the Committee reviewed
the results of the MyVoice survey conducted in June 2024 including
output actions and has oversight of the implementation process of
the Group’s Triple-A values.
Read more
Further information on Stakeholder engagement
can be found on pages 54 to 57.
Employee engagement
The Committee has oversight of employee engagement across the
Group and receives regular updates on the voice of our people
through the dedicated Workforce Engagement Non-executive
Directors and through the results of the annual Employee
Engagement survey.
Read more
Further details on employee engagement can be found
in the Sustainability section of this Annual Report
on page 32.
Other areas of the Committee’s consideration
Socialandenvironmentalmatters
The Committee reviewed and approved the Group’s Parker
Review target. Further information about the work that has been
undertaken in respect of ESG (including the Parker Review target)
can be found in the Sustainability chapter on pages 24 to 41.
Read more
For further details about the Group’s commitment and
activityinrelationtosocialandenvironmentalmatters
please see the Sustainability report on pages 26 to 37.
Conduct
During the year, in response to the increased focus from our
regulators and external stakeholders on financial and non-financial
conduct, the Committee reviewed an enhanced global employee
Code of Conduct and recommended it to the Board for approval
and adoption. The Code of Conduct reflects the Board’s
commitment to embedding and upholding high ethical standards
and integrity in all aspects of operations and business. The Code of
Conduct sits alongside the Group Governance Manual and
appended documents and policies, and together set the Group’s
expectations of acceptable conduct.
BoardCommitteeactivitiesandresponsibilities
The Committee, through the Company Secretary, conducts an
annual review of the key activities and responsibilities of each of
the TP ICAP Group Board Committees. The review was carried out
in March 2024 and determined that each of the Committees carried
out their key responsibilities as determined by their respective terms
of reference. Any items requiring further attention are incorporated
into the forward agendas of the relevant Committees.
Board training and development
The Chair has overall responsibility for reviewing the training needs
of each Director, and for ensuring that Directors continually update
their skills and knowledge of the Group. All Directors receive
updates on changes in relevant legislation, regulations, and
evolving risks, with the assistance of the Group’s advisers where
appropriate. The Board and its Committees receive briefings and
presentations from the senior management team and function
heads on any relevant current developments as part of the normal
Board reporting process.
A schedule of formal training provided to the Board and its
Committees is maintained and reviewed by the Nominations &
Governance Committee annually. During 2024, the Board and its
Committees participated in a number of training sessions. Topics of
training included Block Trades, Cyber Risk, Data Management and
Integrity, Fusion, Regulatory Reporting and Transaction Reporting.
In addition to this training there were regular business and function
briefing sessions throughout the year.
Non-executive Directors are encouraged to take advantage of
external conferences, seminars and training events, and to sign up
to receive briefings issued by professional advisers on legislative,
regulatory and best practice guidance and updates. They are also
encouraged to meet members of the management teams both in
the UK and overseas to enhance their knowledge and
understanding of the Group’s core business areas. Such direct
engagement with staff helps embed the Non-executive Directors’
role as workforce engagement champions and enables them to
observe first-hand the controls, culture and conduct behaviours
in operation.
Read more
AfullerbriefingontheBoard’sworkforce
engagement is on page 56.
More online
Our Board Diversity Policy
AvailableontheCompany’swebsite:
https://tpicap.com/tpicap/investors/corporate-governance
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 202498 99
Governance
Board performance and evaluation
It is the duty of the Committee to assist the Chair of the Board
with an annual performance evaluation to assess the overall and
individual performance and effectiveness of the Board and its
Committees, while considering the balance of skills, experience,
independence, knowledge and diversity as a whole.
During 2024, the Committee oversaw an internal Board and
Committee performance review process, facilitated by the Group
Company Secretary.
Read more
Full details of the process and its conclusions
can be found on pages 92 to 95 of the Corporate
governance report.
Board composition
The Committee regularly reviews the structure, size and
composition of the Board and makes recommendations to the
Board with regards to any changes that are deemed necessary to
ensure the Board is able to discharge its duties effectively. The
Committee makes recommendations to the Board in relation to any
training or development that may be appropriate to ensure the
continued ability of the Board and senior leadership to effectively
manage the Group. On an ongoing basis, the Committee ensures
that decision-making is not dominated by any one individual or
group of individuals in a manner that is detrimental to the interests
of the Group.
Read more
Further details on the composition of the Board serving
throughout the year can be found in the Governance
report on page 77.
TheDirectors’biographies,togetherwiththeBoard’s
skills,knowledge,experienceandcompetenciesareon
page 80 to 83.
Succession planning
Board succession
The Committee regularly reviews Board succession taking into
account the challenges and opportunities facing the Group and
monitors the tenure of Non-executive Directors at each meeting.
There are no Directors nearing the end of tenure in the short term.
UKRE boards succession
As part of its duties, the Committee reviews the composition of the
Group’s UKRE boards and committees taking into account the
balance of independence, skills, experience and diversity required
to run effectively. The Committee is committed to ensuring there is
appropriate female representation on the UKRE boards and
considers wider diversity targets to align with the Group’s diversity
and inclusion aspirations.
Prior to an individual being appointed Non-executive Director to
the UKRE boards, the Committee carefully considers the
independence and capacity of the prospective candidate and this
is reviewed annually.
Management succession
The Board as a whole, recognise that succession management and
planning safeguards the future success and stability of the Group.
The Group has in place a Succession Management Development
Programme which takes a systemic approach to identifying and
developing potential successors. The process ensures a pipeline of
capable people ready to fill critical roles. This proactive leadership
strategy minimises risks associated with unexpected departures
and ensures continuity in key positions and preparing the
organisation for the future.
During the year, the Committee reviewed and considered Executive
and senior management succession planning, with focus given to
the Group’s talent bench-strength, global succession outlook and
talent diversity while considering diversity in the broadest sense,
given the Group’s commitment to ESG and the Parker review.
Director independence, conflicts and related person
transactions
Independence of Directors
The independence of each of the Non-executive Directors is
assessed on appointment and then continually assessed by the
Board and Committee. In accordance with the definition set out in
the Code, the Committee has determined that all Non-executive
Directors are independent in character and judgement and free
from any relationship or circumstance that could affect, or appear
to affect their independent judgement. At the conclusion of their
initial and subsequent three-year terms, the independence of each
of the Non-executive Directors is formally reviewed and confirmed.
The Chair was independent on appointment. None of the Non-
executive Directors has received any remuneration additional to
their Director’s fees and the reimbursement of reasonable expenses
incurred in the course of performing their duties.
External appointments
The Board and Committee continually monitor external
appointments to ensure that all Directors are able to allocate
sufficient time to the Company to discharge their responsibilities
effectively. Executive Directors are permitted to take up
appointments with other companies provided the time involved
is not too onerous and would not conflict with their duties at
TP ICAP. None of the Executive Directors currently hold any
external appointments.
Read more
The Non-executive Directors’ external appointments are
set out in the Directors’ biographies on pages 80 to 83.
Managementofconflictsofinterest
At the start of each Board and Committee meeting, the Directors
are invited to advise of any conflicts or potential conflicts in respect
of any item on that meeting’s agenda.
The Committee reviews at each of its meetings the Company’s
Conflicts and Relevant Situations Register, setting out information
on Directors’ conflicts that have been declared and authorised, as
well as setting out Directors’ external appointments. When
considering the appointment of a new Director, the Committee
considers an extract of the Conflicts and Relevant Situations
Register for the individual under consideration and is asked to
authorise conflicts as necessary. Ahead of making any appointment
decision, consideration is also given to whether, in the Company’s
view, the proposed Director would have sufficient time to fulfil his or
her Board responsibilities given their other appointments.
Related party transactions
Related party transactions were considered by the Committee as
situations arose and most recently were reviewed in February 2024,
and November 2024, and in January 2025 and March 2025.
Terms of appointment
The terms of the Directors’ service agreements and letters of
appointment, are aligned to the provisions of the Code, and are
summarised in the Report of the Remuneration Committee on
page 112.
Directors’ service agreements and letters of appointment are
available for inspection during normal business hours at our
registered office, and at the AGM from 15 minutes prior to the
meeting until its conclusion.
Appointment and replacement of Directors
The rules regarding appointment and replacement of the Group’s
Directors are governed by the Company’s Articles of Association
(the ‘Articles’), the Companies (Jersey) Law 1991, the UK Companies
Act 2006, related legislation, and the UK Corporate Governance
Code (as amended).
Election and re-election of Directors
Each Director is subject to election by shareholders at the first AGM
after their appointment to the Board and is subject to annual
re-election by shareholders thereafter.
As required in accordance with the Company’s Articles of
Association, the Committee takes into account the results of the
evaluations of individual Directors (see page 95 for further
information) to assist in determining whether to recommend to the
Board the election or re-election of Directors at every AGM. The
Committee has considered the mix of skills, knowledge, experience,
competencies and background of the members of the Board and
considers that the Board exhibits gender and cultural diversity, and
a range of skills and backgrounds encompassing financial,
commercial, operating, control, corporate governance, accounting,
regulatory, audit and international attributes.
All Non-executive Directors have submitted themselves for re-
election at the 2025 AGM and the Committee is pleased to
recommend their re-election. The biographies of the Directors
standing for election can be found on pages 80 to 83 in the Notice
of the AGM and also on the Company’s website: www.tpicap.com.
As part of the formal review and renewal of a Non-executive
Director’s appointment prior to the end of each three-year term, the
Chair conducts an interview and assessment to confirm that the
Non-executive Director continues to contribute effectively and to
demonstrate commitment to the role. Should the Chair determine
that is the case, a recommendation is made to the Committee to
extend the appointment for another three-year term. In line with
best practice governance, a proposal for a third three-year term will
be subject to more rigorous scrutiny before making a
recommendation.
Richard Berliand
Chair
Nominations & Governance Committee
11 March 2025
Report of the Nominations & Governance Committee continued
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024100 101
Governance
Angela Crawford-Ingle
Chair, Audit Committee
Report of the Audit Committee
2024 key activities and outcomes
> Financial reporting including the Annual Report and Accounts
and half-year results, and associated statements and
determinations.
> Approval of Group Internal Audit (‘GIA’) strategy and priorities
for 2024-25 and approval of the internal audit plan.
> Approval of an External Quality Assessment for GIA in 2025 to
assess the function against the recently released Global Internal
Audit Standards from the Institute of Internal Auditors (‘IIA’) and
the revised Chartered Institute of Internal Auditors Code of
Practice.
> Review of the GIA Quality Assurance and Improvement
Programme, including assessments against internal audit
professional standards, stakeholder feedback analysis,
retrospective audit file reviews, and thematic reviews of audit
activities across the regions.
> Approval of updates to the GIA charter.
How the Committee spent its time during
the year in scheduled meetings
% %
2023 2024
1
2
3
4
7
5
6
1
2
3
4
7
5
6
2023 2024
1 Routine matters and unminuted discussion 20% 21%
2 Annual/interim reporting and trading
statement review 20% 19%
3 Tax matters 3% 3%
4 External auditor reporting 14% 17%
5 Internal auditor reporting 24% 16%
6 Risk management and internal controls 11% 19%
7 Corporate governance, whistleblowing
and ESG 8% 5%
Due to a rounding error, an administrative amendment has been applied to the 2023
figures to provide a total of 100%.
Dear fellow shareholder,
I am pleased to present the Committee report for the year ended 31
December 2024. 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 2024 financial statements, and
the conclusions reached. The responsibilities of the Committee are
set out in its Terms of Reference, which were last reviewed and
approved in November 2024.
Throughout 2024, the Committee has participated in the further
development of the Group’s governance framework ensuring the
integrity of financial information through monitoring and review,
and providing challenge and oversight across the Group’s financial
reporting, internal controls procedures, and external auditors. The
Committee assessed the assumptions and judgements made by
management on the financial statements, and challenged the
effectiveness of the Group’s systems of risk management and
internal controls. The Committee also oversaw continued
development of the Group’s ESG reporting governance, including
on the quality of its ESG data.
The Committee has been focused on several important items during
2024, including monitoring the transition to the Group’s new
external auditor, PricewaterhouseCoopers LLP (‘PwC’), following
shareholder approval of the appointment at the 2024 AGM. The
transition to a new external auditor has incurred additional audit
related fees, however, as such a transition is a non-routine and
infrequent event, the costs arising have been presented as a
significant item. The transition has been smooth and the Company
is very pleased with how the relationship is working.
2024 Committee attendance at scheduled meetings
Committeemembers
Meetings
attended
Angela Crawford-Ingle 4/4
Kath Cates 4/4
Amy Yip
1
3/4
1 Amy Yip was unable to attend the 2 October 2024 Committee meeting due to a
prior conflict.
The introduction of a new external auditor has also provided an
opportunity to review the Group’s internal control processes
through fresh eyes. The observations made by PwC as incoming
auditors echoed the recommendations of GIA, that there are
benefits and efficiencies to be had through further automation of
the internal controls system, more data driven analysis and
potential uses for generative AI. These topics will be a focus for the
Committee in 2025.
Time was also spent monitoring the ongoing reforms to the
Financial Reporting Council’s (‘FRC’) UK Corporate Governance
Code (the ‘Code’) to ascertain how they may impact the Group’s
internal controls, governance, and reporting requirements. The
working group with representation from key functions, reporting to
the Committee, continued to analyse the requirements and develop
plans to support conformance.
To ensure that the Committee continues to operate effectively,
regular reports on the activities of the Committee are provided to
the Board including details of how the Committee has discharged
its responsibilities throughout the year. As Audit Committee Chair, it
is important that I have complete understanding of the Group’s
challenges as a whole. I therefore have ongoing discussions with
Risk, Finance, and internal and external audit, both in the UK and
across other principal overseas regions. I regularly attend the EMEA
and UK regulated entities (‘RE’) Risk Committees meetings and
have an open line of communication with the EMEA sub group and
UKRE board chair. In addition, the Asia Pacific (‘APAC’) Head of
Internal Audit also attends regional Risk and Management
Committee meetings to provide further insight into risk
management and internal controls in the APAC region.
Following the Committee’s review of the 2024 Annual Report, the
Committee was pleased to make a recommendation to the Board
that, taken as a whole, the Annual Report is fair, balanced and
understandable and provides the information necessary for
shareholders to assess the Group’s position and performance,
business model and strategy. The ‘fair, balanced and
understandable’ recommendation to the Board is explained later
on page 104.
More online
TheCommittee’sTermsofReference
AvailableontheCompany’swebsite:
https://tpicap.com/tpicap/investors/corporate-governance
> Oversight of the transition of external auditor and updates on
the external audit process.
> Oversight of the strategy to increase automation within the
systems of internal control.
> Oversight of the governance and controls of environmental,
social and governance (‘ESG’) reporting.
> Recommending Board approval of the Group Tax strategy and
its publication.
> Overseeing response to changes in legal and regulatory
reporting requirements, in particular, updates to the FRC’s
Corporate Governance Code, EU’s Corporate Reporting
Directive, the ISA 600 Group Audit Standard and the Global
Internal Audit Standards.
> Approval and oversight of the following additional audits:
Targeted Surveillance; UK Regulated Entity Board Effectiveness;
E&C conduct framework valuation and embeddedness; and FXET
Grant Claim Review.
> Oversight of the Aged-Debt (‘DSO’) status dashboard
and metrics.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024102 103
Governance
Report of the Audit Committee continued
Committee membership and attendance
The Code requires that members of the Audit Committee have
recent and relevant financial experience. Alongside myself as a
Fellow of the Institute of Chartered Accountants, I’m pleased to
report that all Committee members are Independent Non-executive
Directors with experience in the financial services sector. The
biography of each current member of the Committee is set out in
the Board biographies on pages 80 to 83.
The Committee holds a minimum of four meetings annually. The
Committee sets an annual work plan, developed from its Terms of
Reference, with standing items that the Committee considers at
each meeting, in addition to areas of risk identified for detailed
review and any matters that arise during the year.
During the year, Committee meetings were routinely attended by
the Board Chair, Executive Directors, including the Group CFO,
Group Chief Internal Auditor, Group Chief Risk Officer, partners
from the external auditor firms, and members of the 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 2024, this included presentations
on the Group’s ESG arrangements led by the Group Director of
Corporate Affairs, looking at data quality, regulation, and TCFD
deliverables including climate.
Fair, balanced and understandable
Before the 2024 Annual Report and Accounts was approved, the
Committee was asked to review and consider the processes and
controls in place to help ensure it presents a fair, balanced and
understandable view of the Group’s performance, business strategy,
business model, and any challenges or opportunities facing the
Group. When conducting these reviews, the Committee:
> Examined the preparation and review process;
> Considered the level of challenge provided through that process
and whether the Committee agreed with the results; and
> Considered the continuing appropriateness of the accounting
policies, important financial reporting judgements and the
adequacy and appropriateness of disclosures.
Board and Committee members received drafts of the Annual
Report and Accounts for their review and input providing 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,
are 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 Companies
(Jersey) Law 1991 prior to any distribution.
On the basis of the review, we advised the Board that it was
appropriate for the 2024 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 2024 Annual Report
and Accounts.
Significantfinancialreportingjudgementsin2024
We considered a number of judgements in connection with the
2024 Consolidated Financial Statements. These judgements, how
the Committee addressed them and the conclusions we reached,
are set out below:
Judgement Note ActiontakenbytheCommittee Conclusions
Impairment of goodwill,
customer relationships,
and other acquisition
related intangibles.
14 > Reviewed the basis on which goodwill was allocated to
Cash Generating Units (‘CGUs’) including the reallocation
to CGUs based on Business Divisions and discussed
management’s annual impairment assessment.
> Considered the basis for determining the recoverable
amount of each CGU.
> Challenged the methodology and valuation assumptions
used including the assets that are grouped together for
recoverability assessments.
> Reviewed the carrying amounts of other intangible assets.
> Discussed management’s annual impairment review and
challenged the underlying key assumptions for the
Liquidnet Platform CGU supporting the impairment
assessment.
> Considered if there were any triggers for impairment since
the annual impairment review.
> The Committee is satisfied
that no impairment charge
is required in the year,
there are no triggers since
the annual impairment
review and that the
disclosures are appropriate.
The Group’s assessment
and disclosure of legal
cases and regulatory
investigations.
29 and 38 > 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.
> Following full assessment,
the Committee considers
that material cases,
investigations and claims
have been appropriately
classified and adequately
disclosed.
Significant items 4 > Considered the significant items identified relating to
restructuring and related costs; disposals, acquisitions and
investment in new business; legal and regulatory matters;
and other significant items, including the auditor
transition fees.
> 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.
Expected Credit Loss
( ‘ ECL’ )
24 > Considered the conclusions reached by management and
PwC with respect to the 2024 interim accounts.
> Reviewed day sales outstanding and bad debt.
> Reviewed the ECL requirements of IFRS 9 to determine
appropriate application in relation to the preparation of
the 2024 interim financial statements.
> Considered how the mechanics of the ECL link in with
write off of bad debt.
> The Committee is satisfied
that the requirements of
IFRS 9 have been applied
to determine the ECL on
relevant assets and that
appropriate judgement has
been applied.
Other items that were less significant but were discussed included: the valuations and impairments of associates and joint ventures, tax
compliance, and dividend affordability.
Key responsibilities of the Committee
The Board has delegated responsibility to the Committee in relation to the following for the Company and its subsidiaries:
Financial reporting
> Considering significant financial reporting judgements;
> Reviewing the Annual Report and Accounts and half-year results;
> Considering Group tax matters;
> Considering whether the Annual Report and Accounts, taken
as a whole, are fair, balanced and understandable;
> Monitoring compliance with accounting standards; and
> Reviewing the going concern and the longer-term viability
statement.
External audit
> Reviewing the effectiveness of external audit;
> Assessing external auditor independence; and
> Developing a policy for non-audit services provided by the
external auditor.
> Considering findings and control observations.
TCFD deliverables
> Overseeing the Group’s TCFD deliverables plan; and
> Reviewing the Group’s progress delivering its Scope 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
> Monitoring and reviewing the Group’s whistleblowing
arrangements, including the effectiveness of its systems
and controls.
Internal audit
> Approving the GIA’s staffing levels, risk assessment methodology,
risk assessments, internal audit charter and annual audit plan;
> Considering the results and findings of GIA’s work, management’s
response, and implementation of the remedial actions; and
> Reviewing the performance, independence and effectiveness of
GIA and the Chief Internal Auditor.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024104 105
Governance
Report of the Audit Committee continued
Whistleblowing
The Committee oversees the operation and effectiveness of the
Group’s whistleblowing systems and controls. During the year, the
Committee recommended the Group Whistleblowing Policy to the
Board for approval and adoption.
It is important that employees and other stakeholders of the Group
are empowered to raise any whistleblowing concerns. Employees
and individuals outside of TP ICAP are able to raise their concerns
anonymously using an independent whistleblowing reporting
facility managed by a third party. This mechanism is combined with
a number of ‘Speak Up’ initiatives to raise employees’ awareness of
the Whistleblowing Policy and procedures.
In conjunction with the Board, the Committee regularly reviewed
whistleblowing reports and metrics and considered the
effectiveness of the whistleblowing arrangements in place.
Following my reappointment as the Group’s Whistleblowing
Champion, I have continued to oversee the integrity, independence
and effectiveness of the whistleblowing arrangements.
TCFD
The Committee oversees the Group’s progression and delivery in
relation to TCFD, its Scope 1, 2 and 3 commitments, and the quality
of ESG reporting. It is committed to ensuring that the Group
continues development of its reporting around climate-related
disclosure and delivers good performance against the agreed
targets. During 2024, the Committee was pleased to note the
strong organic progress to date and further potential to explore
additional opportunities to reduce emissions further.
The Group is on a journey of continual improvement. During 2024,
the Committee focused on the Group’s adherence to the UK
regulations, emerging regulatory requirements in other
jurisdictions, and the impact of climate-related risks on the Group’s
strategy and financial planning process.
In terms of other regulatory requirements, the EU’s Corporate
Sustainability Reporting Directive (‘CSRD’) is the next significant
climate-related regulation for the Group to address. TP ICAP
Europe SA will be subject to CSRD from 2025, and required to report
in 2026. The Group will be subject to the rules in 2028, for reporting
in 2029. In 2025, the Committee will consider what additional
action may be required as a result of these new regulations.
Internal audit
GIA’s purpose is to enhance and protect organisational value by
providing risk-based and objective assurance, advice, and insight.
The Group Internal Audit’s mandate includes providing assurance,
advice, promoting fraud prevention and detection, compliance
with obligations and continuous improvement and accountability
across the Group.
The Committee is responsible for monitoring and reviewing the
effectiveness of GIA. We approve the internal audit plan and keep
it under review during the year, to ensure that it reflects the
changing business needs and considers new and emerging risks. We
receive and review internal audit reports, discuss key themes and
material issues identified in the internal audits, as well as
management’s response to them.
Other key activities of the Committee were to:
> Review the work and reports of GIA, including material issues
and management’s response to them;
> Assess the performance and effectiveness of GIA, including the
annual internal audit Quality Assurance report;
> Monitor progress against the internal audit plan, and approve
changes to it through the year;
> Review and approve the GIA charter;
> Review and approve GIA’s risk assessment and approach;
> Review and discuss the annual GIA opinion; and
> Approve the 2025 Audit Plan, Resourcing, and Budget.
During early 2024, GIA, led by Mark Pointer as Group Chief Internal
Auditor, continued to enhance and streamline functional
development. This has included a revised approach to servicing the
Americas region, enhanced management information and resource
management and further exploration of opportunities for
automation and AI within internal audit processes controls. GIA has
led the use of innovative avatar-based training videos for the audit
team and awareness videos for key stakeholders.
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.
The Committee is confident in GIA’s impact and effectiveness.
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, considering key findings
including control observations and agreeing terms of engagement.
Following a successful tender process in 2022, PwC was appointed
as the Group’s external auditor by the shareholders at the 2024
AGM. PwC take over from Deloitte, who had been external auditors
for the Company since its predecessor company listed in 2000.
Following the results of the 2022 tender, the Company and both the
outgoing and incoming external auditors have made a smooth
transition their priority. This transition was successfully completed in
accordance with the transition timetable.
Effectivenessoftheexternalauditprocess
Mindful of the inaugural process with the new external audit
partner, I met with them regularly throughout 2024 to ensure that
there were no unresolved issues of concern. This approach helps
ensure that the external auditor is able to operate effectively and
challenge management sufficiently when required.
As a part of 2024 audit, the Committee considered:
> The quality of PwC’s 2024 external audit;
> The effectiveness of the external audit process including the
expertise, efficiency, global service delivery and cost
effectiveness of the auditor;
> The external auditor’s plans and feedback from senior
management; and
> Effectiveness of management in relation to the timely
identification and resolution of areas of accounting judgement,
analysing those judgements, the quality and timeliness of papers,
management’s approach to the value of independent audit and
the booking of any audit adjustments arising, and the timely
provision of draft public documents for review by the external
auditor and the Committee.
The Committee is pleased to report that the effectiveness review
of the external auditor did not identify any significant concerns.
The Committee concluded that it is satisfied with the objectivity
and independence of the external auditor, and that the
effectiveness of the external audit process delivered by PwC for
the 2024 audit was robust.
Independence and non-audit services
As part of its work on the 2024 Annual Report and Accounts, the
Committee reviewed the objectivity and independence of the
external auditor. This included consideration of the professional
and regulatory guidance on auditor independence and PwC’s
policies and procedures for managing independence.
Non-audit services provided by PwC are governed by the Group’s
non-audit services policy, which is regularly reviewed by the
Committee. The Committee last reviewed and approved the policy
in November 2024. PwC has confirmed that no non-audit services
prohibited by the FRC’s Ethical Standard were provided to the
Group during the year.
To safeguard the external auditor’s independence and objectivity,
the Group does not engage PwC 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 2024.
During the period under review the non-audit services performed
by the external auditor amounted to £4,643, 43.6% compared to
the £10,634 of audit fees. Non-audit services primarily relate to
regulatory reporting, the interim review of the Group’s half-year
financial statements, regulatory audits of subsidiary financial
statements not mandated by law, and reporting accountant
services in respect of Group strategic projects. These services
are typically performed by the external auditor. There were no
advisory or consulting services provided by the external auditor
to the Group.
Audit and non-audit fees
More information can be found on page 173 in Note 5 to the
Consolidated Financial Statements.
Audit and non-audit fees
(£m)
1,406
8,430
4,643
10,634
2024202320242023
Audit Non-audit
0
1
2
3
4
5
6
7
8
9
10
11
More information can be found on page 173 in Note 5 to the
Consolidated Financial Statements.
Risk management and internal control
The Board is responsible for:
> Setting the Group’s risk appetite;
> Ensuring the Group has an appropriate and effective Enterprise
Risk Management Framework (‘ERMF’); and
> Monitoring the ongoing process for identifying, evaluating,
managing and reporting the significant risks faced by the Group.
The ERMF and the Group’s risk appetite provide a detailed view of
the risks that are presented to the Group, as well as define the
extent and type of risks that the Group is willing to accept in its
pursuit of business objectives. The ERMF and principal risks are
described in the Risk management section of the Strategic report
on pages 59 to 63. The Board is also responsible for the Group’s
system of internal control and for reviewing its effectiveness.
The system is designed to manage rather than eliminate the risk
of failure to achieve business objectives and can provide only
reasonable and not absolute assurance against misstatement
or loss.
The Committee conducted an annual review of the effectiveness
of the Group’s internal control and risk management systems.
The findings were reported back to the Board, as a part of the
Committee discharging its responsibilities. This included any
agreed remediation actions to address identified weaknesses in
line with the FRC’s guidance on risk management, internal control
and related financial and business reporting. The formal review
considered reports from management, external audit and the work
of the Group Risk and Internal audit functions. Following the review,
the Committee was satisfied that the Group’s systems were
operating effectively. The Committee was pleased to recommend
to the Board that the Group’s governance arrangements and risk
management systems had proven effective in mitigating key risks
during the 2024 period. The Group remains focused on continuing
the enhancement of internal control and risk management systems.
Read more
intheReportoftheRiskCommitteeonpages108to111.
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 2024 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’.
Angela Crawford-Ingle
Chair
Audit Committee
11 March 2025
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024106 107
Governance
Kath Cates
Chair,RiskCommittee
Report of the Risk Committee
2024 key activities and outcomes
> Understanding the changes to regulatory frameworks and their
impacts on the Group, pages 110.
> Considering the risks arising from key strategic initiatives,
including the Group’s three-year transformation programme,
pages 109 to 111.
> Reviewing the Group’s resilience, in particular the Group’s
response to the Crowdstrike IT outage, pages 109 to 111.
> Monitoring the Group’s financial risk exposure, including from
potential risks arising from the conflict in the Middle East, pages
109 and 111.
> Reviewing a programme to enhance the Group’s Enterprise Risk
Management Framework (‘ERMF’) to ensure it continues to be
effective and efficient, pages 109 to 111.
> Holding private meetings with key individuals including the
Group Chief Risk Officer, Group Chief Internal Auditor and Group
Head of Compliance.
> Fostering the desired risk management culture and behaviour
within the Group, page 110.
Please refer to the stated pages for further detail on the
related outcomes.
How the Committee spent its time during
the year in scheduled meetings
2023 2024
1
2
3
4
5
1
2
3
4
5
2023 2024
1 Routine matters
1
18% 19%
2 Update from CRO 11% 14%
3 Compliance matters 11% 16%
4 Risk culture, risk reviews and deep dives
1
43% 34%
5 Risk framework and corporate
governance 17% 17%
1 Including unminuted discussions, in 2023 all unminuted discussions were reported
under 1. Routine matters.
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 2024.
The Group continued to operate in an unsettled macroeconomic
and geopolitical landscape, which led to volatile markets
throughout 2024. Sticky inflation meant that central banks were
reluctant to cut interest rates as fast as predicted. Overall, 2024 was
a positive year for equity markets with technology companies
continuing to drive performance. Geopolitical developments like
the war in Ukraine, the conflict in the Middle East, China-Taiwan
tensions and the US presidential election were key in influencing
markets during the year. The reliance on third parties for
operational resilience is increasing across financial intermediaries
and a key focus of regulators. A major outage (CrowdStrike)
impacted both TP ICAP and the wider financial market.
Against this backdrop, the Committee continued to focus its efforts
on monitoring the operational risk of the Group, the management
of the heightened financial risk profile resulting from volatile
financial markets and the maintenance of a robust financial
position (including capital and liquidity adequacy).
In addition to these specific focus areas, the Committee continued
to monitor the Group’s enterprise-wide risk profile, including
emerging risks, across all other material risks relative to risk
appetite, and the status of any remedial actions required to address
any risk management issues.
The Committee also undertook a number of deep-dive reviews,
including into the resiliency of the Group’s third-party infrastructure
providers on the back of the ICBC cyber-attack in 2023 and lessons
learnt from the Group’s response to the CrowdStrike IT outage.
2024 Committee attendance at scheduled meetings
Committeemembers
Meetings
attended¹
Kath Cates 5/5
Michael Heaney² 3/5
Angela Crawford-Ingle 5/5
Mark Hemsley3 4/5
1 In addition to the five scheduled meetings, additional meetings were held on 18
January 2024 to consider the appointment of a new Group Chief Risk Officer and
on 27 November 2024 to consider, among other topics, the Group’s review of
capital and liquidity adequacy.
2 Michael Heaney was unable to attend the 29 January 2024 and 11 April 2024
Committee meetings due to prior arranged conflicts.
3 Mark Hemsley was unable to attend the 29 January 2024 Committee meeting due
to a prior arranged conflict.
The Committee also continued to consider the risks arising from key
strategic initiatives. This included the risk arising from the Group’s
three-year programme to release at least £50m of surplus cash
through more legal entity consolidations, and generate at least
£50m of annualised savings through a range of operational
efficiency initiatives.
Furthermore, the Committee remains cognisant of the high
standards of risk management expected of the Group by its
investors, clients, regulators and other stakeholders. In 2024, the
Risk Function has continued to enhance the Group’s ERMF to ensure
its design and operation is effective and efficient.
Key responsibilities of the Committee
The Board has delegated responsibility to the Committee for:
Settingriskappetite,culture,controlsandpolicy
> 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,reportingandadvisoryactivities
> 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 minimum
risk management standards;
> Ensuring the Group has an appropriate and effective risk
management and internal control framework;
> Reviewing the control environment and tracking any
remedial actions;
> Considering the risks arising from any strategic initiatives and
advising the Board accordingly;
> Identifying and considering future and emerging risks, regulatory
developments and relevant mitigants;
> Providing input to the Remuneration Committee on the
alignment of remuneration to risk performance;
> Reviewing resourcing within the Three Lines of Defence (‘3LOD’);
> Overseeing the independence and effectiveness of the Risk and
Compliance functions; and
> Reviewing the appointment or dismissal of the Group Chief Risk
Officer (‘CRO’), and the Group General Counsel.
More online
TheCommittee’sTermsofReference
AvailableontheCompany’swebsite:
https://tpicap.com/tpicap/investors/corporate-governance
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024108 109
Governance
Report of the Risk Committee continued
KeymattersconsideredbytheCommitteein2024
Risk area MattersconsideredandactionstakenbytheCommittee
Operational Risk
> Oversight of the operational key risks arising from the Group’s broking and data sales activity, including
through the review of the Risk Report presented by the CRO.
> The Committee continued to monitor the status of major remediation programmes, including:
— The Group’s transaction reporting improvement programme; and
— An ongoing programme to enhance the Group’s billing process and improve its accounts receivable collection
rate.
> The Committee also undertook a number of deep-dive reviews into:
— The resiliency of the Group’s third-party infrastructure providers on the back of the ICBC cyber-attack in 2023;
— Lessons learnt from the Group’s response to the Crowdstrike IT outage;
— An assessment of the Group’s current market data risk profile and of the adequacy of its controls;
— Effectiveness of the Group’s risk management framework to manage trade execution risks with the client-
facing in-house developed E-Platforms; and
— An assessment of the Group’s risk profile and the adequacy of the controls in place to manage unauthorised
trading activity.
> The Committee also received updates at each meeting from the Group General Counsel and Head of
Compliance on key legal and compliance issues. This included overseeing the Group’s response to a range of
regulatory issues across the business and to material changes to the regulatory framework in which the Group
operates.
> Particular areas of focus included the ongoing programme to enhance the Group’s compliance systems and
controls and the mitigating actions being taken to address exchange issued fines relating to block-trade
activity.
> The Committee also continued to monitor the progress of material litigation and investigations involving the
Group, as disclosed in the Group’s contingent liabilities.
> The Committee further undertook a number of deep dives, including into the risk profile arising from the
operation of the Group’s trading venues.
> The Committee was updated on climate risk related matters as required.
Credit Risk
> The Committee continued to monitor the Group’s credit risk profile, including the Group’s aged debt profile, and
the steps taken to mitigate the potential risks arising from the conflict in the Middle East.
> The Committee was kept apprised of the ongoing development of the credit risk framework, including
enhancements to the Group’s client scoring model, limit framework and Credit Risk Management Policy.
Market Risk
> The Committee continued to monitor the Group’s market risk exposure, arising from market movements in
currencies, equities and/or interest rates of the Group’s balance sheet items, and market movements in securities
inadvertently held short term arising from broking transactions.
Liquidity Risk
> The Committee continued to monitor the Group’s liquidity demand exposure.
> Specific area of focus was the management of Group’s margin call profile having moved to self-clearing
following the loss of the Group’s third-party clearer ICBC as a result of a ransomware attack on ICBC.
Prudential Risk
> 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 Group’s consolidated Capital and Liquidity Adequacy.
Strategic and
Business Risk
> The Committee continued to closely monitor the increased risk profile associated with the challenging
macroeconomic/geopolitical backdrop.
> The Committee was also kept apprised in regard to the risks arising from key strategic initiatives, including the
Group’s three-year transformation programme.
Conduct Risk
> The Committee is aware that conduct risk represents a key risk for the Group which, if not managed effectively,
could result in material damage to its reputation and regulatory standing.
> The Committee continued to closely monitor the embedding of the Group’s Conduct Management and
Governance Framework (which prescribes the principles to be applied in managing any employee misconduct).
Operational
Resilience
> The Committee also undertook a number of deep-dive reviews into the operational resilience of the Group:
— The resiliency of the Group’s third-party infrastructure providers on the back of the ICBC cyber-attack in 2023;
and
— Lessons learnt from the Group’s response to the Crowdstrike IT outage.
Risk framework
and Resourcing
> The Committee continued to oversee the implementation and operation of the ERMF. This included reviewing
reports from both Risk and Internal Audit on the design and operational effectiveness of the ERMF.
> The Committee was also kept apprised on enhancements to the Group’s ERMF to ensure it is effective and
efficient.
> The Committee further oversaw the appointment of a new Chief Risk Officer.
Review of Committee effectiveness
An internal review of the Committee’s effectiveness was conducted
in Q1 2025 and a report presented to the Nominations &
Governance Committee, Risk Committee and Board in March 2025.
This review determined that the Committee was operating
effectively and focusing on the risk areas which have most impact
on the Group’s ability to deliver its strategy and maintain a robust
financial position.
During the year, the Committee also conducted a review of its
Terms of Reference and agreed minor amendments so that it
remained appropriate.
Key priorities for 2025
The Committee will continue to focus its attention on the principal
risks facing the Group to ensure these are being managed
effectively and in accordance with the Group’s risk appetite, while
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.
The Committee will review the Group’s management of the risks
arising from the Group’s Strategic initiatives, including the strategic
transformation programme.
It is likely that the Group will continue to experience challenging
macroeconomic and geopolitical conditions and market volatility
during the coming year. The Committee will review the Group’s
response including the risks arising from:
> The increasing need for operational resilience to remain
competitive in the face of disruptive events, most notably
cybersecurity threats;
> The imperative for businesses to digitalise at pace balancing the
risks of accelerated change, legacy systems and system security;
> The use of new technologies such as AI enabling a rise in the
complexity and frequency of cyber-attacks while also posing
significant challenges disrupting traditional operating models;
> The possibility of the escalation of existing trade wars between
the major global economies leading to business disruption,
supply chain issues and market volatility in affected areas; and
> The volume, complexity and lack of global alignment on
regulation across jurisdictions.
The Committee will also continue to be briefed on enhancements to
the Group’s ERMF to ensure it continues to be effective and
efficient.
Finally, I would like to thank the Committee members and Executive
team for all their hard work during the past year.
Kath Cates
Chair
Risk Committee
11 March 2025
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024110 111
Governance
Tracy Clarke
Chair,RemunerationCommittee
Report of the Remuneration Committee
2024 key activities and outcomes
> Determining the measures and targets for the annual bonus
and the underpin for the Restricted Share Plan (RSP) award
granted during the year.
> 2025 Directors’ Remuneration Policy Review, including
shareholder consultation and consideration of shareholder
feedback.
> Updating policies and processes to ensure that our Group
remuneration policy for all employees remains compliant
with all regulatory and governance requirements.
> Reviewing our all-employee remuneration arrangements to
ensure that we are able to continue to attract and retain
key talent.
> Reviewing our pension and benefits offering across the Group
to ensure that they remain competitive.
> Reviewing the Group equity deferral plans and Restricted Share
Plan in operation to ensure these are fit for purpose.
2024 Committee attendance at scheduled meetings
Committeemembers Meetingsattended
1
Tracy Clarke 5/5
Richard Berliand 5/5
Michael Heaney 5/5
Amy Yip
2
4/5
1 In addition to the scheduled meetings, additional meetings were held on 16
January 2024 to consider the appointment of a new Group Chief Risk Officer and
on 16 September 2024 to consider the Directors’ Remuneration Policy review.
2 Amy Yip was unable to attend one meeting due to a prior arranged commitment.
More online
The Committee’s Terms of Reference is available here:
https://tpicap.com/tpicap/investors/corporate-governance
How the Committee spent its time during
the year in scheduled meetings
2023 2024
1
2
3
4
5
6
7
1
2
3
4
5
6
7
2023 2024
1 Routine matters 11% 7%
2 Senior management and wider workforce
remuneration 48% 35%
3 Executive Director remuneration 7% 16%
4 Risk and control impact on remuneration 7% 3%
5 Executive incentive schemes 7% 6%
6 Directors’ Remuneration Policy review 2% 15%
7 Governance and remuneration reporting 18% 18%
Dear fellow shareholder,
On behalf of the Board, I am delighted to present the Directors’
Remuneration Report (‘DRR’) for the year to 31 December 2024.
Over the last year, a critical area of focus for the Committee has
been our review of, and updates to, the Directors’ Remuneration
Policy (the ‘new Policy’) which will be presented to shareholders
for approval at the 2025 AGM. We summarise here the key
changes proposed under the new Policy, including the rationale
underpinning them. We also outline the key decisions taken by
the Committee during the year to ensure that remuneration
outcomes remain appropriate and are aligned with the interests
of our shareholders.
Introduction
The Committee continuously monitors shareholder views on
executive remuneration; we began consulting on our new Policy
proposals during the autumn of 2024. We initially engaged with
shareholders representing over 60% of our share register and I
would like to thank all of our shareholders who took the time to
provide valuable input during this process. Your feedback and
suggestions have informed the final detail of our new Policy.
We received widespread support from our shareholders for our
Executive Directors and a recognition of the Group’s strong business
and share price performance since the last Policy review. Our
shareholders understood the challenges we face when competing
for executive talent in our global marketplace and the need to
retain and motivate our Executive Directors as we embark on the
next stage of our transformation.
Our shareholders recognised that, whilst our current remuneration
model remains fit for purpose, against our global sector peers the
pay of our CEO, in particular, has fallen materially behind the
market. Our major shareholders were supportive of our proposals to
ensure that the reward package for our CEO, in particular, is
appropriately positioned against our global and UK peers.
We remain committed to the fair and balanced operation of our
Directors’ Remuneration Policy to ensure that incentive awards for
Executive Directors reflect their achievements over the short,
medium and long term. We believe that the current remuneration
framework, a key pillar of which is our RSP, is working well. I have
explained below how the Committee has assessed the underpin
which will determine the vesting outcome of the first RSP award to
have been granted following the Policy change in 2022. We are
confident that the robust and comprehensive nature of this
underpin, will ensure that vesting outcomes for the Executive
Directors strongly align to the achievement of our financial and
strategic objectives and to the experience of all of our stakeholders.
I have included a summary of our new Policy proposals on the
following pages and full details of the proposed 2025 Policy can be
found on pages on 123 to 128.
Business context
TP ICAP is a global business with 5,300 employees, operating in key
markets across 28 countries. We generate 60% of our revenues
outside of the UK and one third of our sales are derived from the US
market, where 30% of our employees are based.
We are the world’s largest Inter-Dealer Broker (IDB) and the only UK
listed company operating in the IDB sector. All of our principal IDB
competitors are listed outside of the UK, but operate and compete
in the same geographies as TP ICAP Group. BGC, Marex and
StoneX are all listed in the US and Compagnie Financiere Tradition
SA (‘Tradition’) is listed on the SIX Swiss Exchange. We have no
directly comparable peers listed in London although we share some
business characteristics with the FTSE 250 constituent Clarkson plc,
which operates as a broker in the shipping sector.
Over the last three years, TP ICAP has diversified and transformed
its business both in terms of performance and scope. With the
acquisition of Liquidnet, which is now making a strong contribution
to our operating income, and through the organic growth of our
market leading OTC data and analytics business, Parameta
Solutions, we have improved the quality of our earnings and
opened up new opportunities for growth in the future.
In our core broking business we are continuing to roll out our
strategy of growth through electronification by forging strategic
partnerships. Most recently we partnered with Amazon Web
Services (‘AWS’) to accelerate the development of Fusion, our
market-leading electronic platform.
Our strategy, driven and delivered by our seasoned Executive team,
is producing strong results, as demonstrated by the record adjusted
EBIT achieved in 2024 (+12% in constant currency) and a 5%
increase in Group revenues. We look to the future with confidence.
2024 performance outcomes
Annual bonus outcome
The Group’s robust financial results, including the achievement of
record profitability, are reflected in the annual bonus outcomes
for the Executive Directors. In 2024, we delivered an adjusted
EBIT of £324m, up by 12% in constant currency, with Liquidnet
and Parameta Solutions accounting for 42% of adjusted EBIT
(2023: 29%).
The annual bonus plan for 2024 was assessed against two
measures: adjusted operating profit (‘EBIT’) (70%) and Executive
Director performance against individual strategic objectives (30%).
Taking into account the commendable financial results and the
Executive Directors’ continued strong delivery against their
strategic objectives, the overall bonus outcomes as a percentage
of maximum were 96% for the CEO, 95.5% for the CFO and 94.5%
for the GGC.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024112 113
Governance
Report of the Remuneration Committee continued
When considering bonus payout levels, the Committee looked
beyond the formulaic outcomes of the annual bonus scorecard to
consider the wider shareholder experience. In light of the robust
Group revenue and profit performance, cost discipline, growth in
dividend payments and exceptional share price performance
during the year, the outcomes were considered appropriate.
In line with the current Policy, half of the annual bonus for the
Executive Directors will be deferred into shares for a period of three
years, with pro-rata vesting, and the remainder of the bonus will be
paid in cash. The cash bonus and deferred shares are subject to
malus and clawback provisions for a period of three years from
award. Full details of the bonus targets and outcomes are set out on
pages 130 to 134.
RSP outcome
The 2022 RSP was awarded in May 2022 following the approval of
the Directors’ Remuneration Policy by shareholders. The RSP award
vests three years after the date of grant subject to the Committee’s
assessment of a robust performance underpin that is assessed over
the three-year period. After vesting, the RSP award is then subject
to an additional holding period of two years.
An important feature of the RSP is that individual and firmwide
performance over the prior year is assessed and appropriately
reflected in the award size as part of a ‘pre-grant test’. An
assessment of the RSP underpin then takes place prior to vesting to
ensure that performance over the plan cycle has been sustainable
and in line with the shareholder experience.
The Committee regularly tracks and documents progress against
the underpin over the three year plan cycle. For the May 2022 RSP
award, the underpin assessment period ended on the 31 December
2024. In line with our Policy, the Committee considered the
following financial and non-financial factors when determining the
outcome for the award:
> Above threshold performance levels have been achieved in each
of the last three years for the annual bonus plan.
> The underlying financial performance of the Group over the three
year assessment period has been strong as evidenced by i)
revenue growth of +7% in 2022, +3% in 2023 and +5% in 2024 (in
constant currency); ii) Cash conversion is well in excess of 100%;
iii) maintenance of the group’s dividend policy at two times
adjusted earnings; and, iv) Upper quartile TSR performance when
compared with the FTSE 250 index.
> The successful delivery of the Group’s strategic objectives over the
period, including electronification, dynamic capital management
through the release of £100m of cash, an improved focus on ESG
and the management of risk.
In light of these achievements, the Committee was satisfied that a
vesting outcome of 100% was a fair reflection of underlying
company performance over the period. The 2022 RSP award will
therefore vest in full in May 2025 on the third anniversary of grant.
The award will then be subject to a two-year holding period.
Further details on the Committee’s assessment of the underpin are
set out on pages 134 to 135.
2025 Remuneration Policy review
Context
Our current Policy received strong support from our shareholders,
with 85.17% of votes in favour at our May 2022 AGM. The main
change we made at that time was to replace the Long-Term
Incentive Plan with a Restricted Share Plan largely due to the
challenges with setting targets, in light of the acquisition of
Liquidnet, and the Committee’s preference for the executive team
to focus on the Group’s longer term ambitions, aligned to the
business strategy.
Three years on since the last Policy review, the Committee believes
that the RSP continues to be the most appropriate incentive
structure for TP ICAP. The Committee is comfortable that the RSP
continues to support the achievement of our business strategy
and to align our Executive Directors’ interests closely with that
of our shareholders.
This is borne out by the impressive progress made since our last
Policy review. We have reported record adjusted EBIT for 2022,
2023 and 2024, achieved TSR performance among the top ten in
the FTSE 250 index (see chart on page 116), we have maintained our
leading revenue market share in the IDB sector, reduced our debt
and delivered £90m of share buy backs. Through the diversification
of our revenue streams, with Liquidnet and Parameta Solutions we
have also created significant future growth opportunities.
Our highly experienced Group CEO, Nicolas Breteau, is now entering
his seventh year at the helm. His record is a testament to his ability
to steer the company through often volatile market environments.
He has led our management team with a clear focus on delivering
sustained growth for the business. Since his appointment as Group
CEO on 10 July 2018, TP ICAP has generated total shareholder
returns of 56% (as at 31 December 2024) versus a return of 18% for
the FTSE 250 index. This growth has created £874m in shareholder
value for TP ICAP shareholders over the period.
It is imperative that we continue to retain and motivate our CEO
and the wider executive team to secure the delivery of the Board’s
objectives. In light of the CEO’s tenure, the Committee is also
mindful of succession planning, and believes that any credible
future CEO candidate would need to be sourced from the IDB sector
or to have market infrastructure experience including, for example,
within exchanges or electronic trading platforms. The remuneration
offering therefore needs to be sufficiently competitive to attract
high calibre candidates with the relevant industry experience.
TP ICAP operates in a highly competitive global market for business
and talent. In the last three years we have hired new heads for three
of our four business divisions in Global Broking, Liquidnet and
Parameta. We have additionally recruited two senior leaders into
our Energy and Commodities business; the CEO of E&C Americas,
and the CEO of EMEA. None of these individuals are UK citizens,
none of them were hired from UK listed companies and three of the
five were recruited from US companies. Our CEO for Parameta
Solutions joined us from Pitchbook, a division of Morningstar which
we have included in our global sector benchmarking peer group
shown on page 116.
In recent years we have lost talent to peer firms, some of whom
have been offered remuneration packages far in excess of our CEO.
In order to remain competitive in the face of global talent market
forces, we have in some cases had to offer significantly higher pay
packages when hiring senior managers compared with previous
incumbents, and in some instances higher than the Group CEO. This
has led to pay compression within the senior management layer
below the CEO, as set out in the charts below, which compares the
total compensation awarded to senior managers and the CEO.
As we explained to our shareholders during our consultation
meetings, our executive pay levels have been constrained by an
adherence to a UK remuneration framework which seeks to align us
with companies far removed from our true international sector
peers. In a UK context, we have been benchmarked for
compensation purposes against FTSE 250 Financial Services
companies, predominantly in the asset management or insurance
sectors, with whom we do not compete for business or talent.
Reflecting on the above challenges, the Committee therefore spent
a considerable amount of time to understand the pay levels, pay
structures and competitive forces in the talent markets which are
likely to have a strong bearing on our CEO’s retention and
succession over the coming years. We learned that against our
global sector peers, which are primarily listed in the US, our CEO’s
remuneration package is significantly below market levels.
The Committee is, however, mindful that TP ICAP is a UK-listed
company and in this context we are not seeking to replicate US pay
practices or pay quantum. Instead we plan to increase the CEO’s
incentive pay opportunity to a level which the Committee considers
demonstrates the Board’s clear intention to retain and motivate the
CEO whilst at the same time remaining aligned to pay scales
recognisable within the UK’s FTSE Financial Services sector.
Current remuneration competitiveness and peer group selection
The Committee undertook a detailed assessment of the companies
that TP ICAP competes with for business and talent to ensure that
we were measuring our compensation practices against the most
relevant industry benchmarks.
We also considered a range of other companies reflective of our
multifaceted business model, including companies where we have
previously sourced executive talent. The Committee then identified
appropriate peers based on the following criteria:
> Sector relevance and business complexity: companies in
related industries, market sector and/or asset class;
> Competition for talent: companies that compete with us for
executive talent and for front office/revenue generating roles;
> Size, scope and complexity: Companies with comparable
revenue size, employee numbers, geographic footprint and/or
market capitalisation;
> Peers of peers: companies included in our competitors’ peer
groups that offer a similar product mix to us; and
> Direct competitors for business: companies against which we
compare our performance, in terms of revenue, profitability and
market share.
The resulting global sector peer group selected by the Committee is
shown in the charts on the next page. It includes TP ICAP’s IDB
peers, BGC, Tradition, Marex and StoneX as well as a range of
publicly listed companies, similar in size and complexity to TP ICAP
across the electronic trading platform, agency brokerage and OTC
data and analytics sectors. Companies identified in this group were
Virtu Financial Inc, Morningstar Inc, MarketAxess Holdings Inc and
Tradeweb Markets Inc. It is notable that all of these companies are
also listed in the US.
CEO compensation versus senior management team
GGC
CFO
CEO -1
CEO -1
CEO -2
CEO -1
GGC
CFO
CEO -1
CEO -1
CEO -2
CEO -1
The charts above show pay compression between the CEO and senior management. Total compensation for 2022 and 2023 for the CEO and senior management
is shown on a like-for-like basis. It includes base salary plus annual bonus award and the face value of equity awards.
Total compensation (2022)
Remuneration awarded to CEO
Total compensation (2023)
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024114 115
Governance
Report of the Remuneration Committee continued
Remuneration and performance versus global sector
peer group
CEO
Against our global sector peers, our CEO’s total target
remuneration is the lowest. By comparison, TP ICAP has the highest
revenues and has the second largest number of employees in this
group. TP ICAP has a broad geographical footprint, and among its
IDB peers derives the highest proportion of its global revenues from
the US. Relative to this group of companies, TP ICAP has also
achieved upper quartile TSR performance in the last three years,
see chart below. Whilst the Committee noted that TP ICAP is one
ofthe smaller firms by market capitalization in this group, and
thatthis should have some bearing on pay levels, the Committee
considered that the current gap to market is not sustainable.
We also assessed the incentive structures of our predominantly US
based sector peers. Whilst these companies typically operate an
annual bonus and long term incentive plan, US pay practices differ
somewhat from the UK.
Note: Other companies that were initially considered but not ultimately selected due to the sector and/or size, include CME Group Inc, Interactive Brokers Group Inc,
Intercontinental Exchange Inc and LPL Financial Holdings Inc.
Data source for the above:
1 CEO target remuneration data is based on remuneration disclosures taken from proxy statements (for US CEO peers) and disclosures in the Tradition and Marex 2023 Annual
Report & Accounts for the Highest Paid Director. The target remuneration data, includes target pay for the annual bonus plan and Long-Term Incentive Plan, where
disclosed. Where target and/or maximum bonus or long-term incentive opportunity is not disclosed by peer firms, the compensation paid in respect of 2023 has been
included in the data.
2 Market capitalisation data as at 31 January 2025.
3 Revenue data based on 2023 disclosures (proxy statements and annual reports for peer firms).
4 Employee data based on FY 2023 disclosures.
Data source: Alvarez & Marsal. Target remuneration is based on 2023 year-end disclosures. The market capitalisation data shown is as at 31 January 2025. Revenue and
employee data is based on 2023 year-end disclosures.
CFO
When considering the CFO role, the Committee considered that the
talent pool is more likely to be domestically focused and so
reviewed the CFO pay against a peer group of FTSE 250 Financial
Services companies. As shown in the charts below, the CFO is also
conservatively positioned against this group with a target total
remuneration of £1.56m, below the median level of £1.61m.
By comparison, in terms of size and complexity, as represented
by market capitalisation, revenues and number of employees,
As an example, three of our US peers award the annual bonus to
executives entirely in cash. US companies may also offer a
combination of time-based restricted stock, performance-based
stock, and market value options to Executive Directors.
Performance based awards typically include performance kickers
which may increase the actual number of shares at vesting. Three
companies in the peer group, BGC, StoneX and Virtu Financial, do
not award any performance tested equity and only grant time-
based restricted stock. The equity component of the remuneration
package for the CEO among US companies is also significantly
higher than the opportunity offered amongst UK listed companies.
The total incentive opportunity among our peer firms ranges
between 4-6x base salary and up to 18.5x salary, on an RSP-
equivalent basis. By comparison, the maximum total incentive
opportunity for our CEO is 3.75x base salary.
Even when compared with Financial Services companies in the UK
FTSE 250, we remunerate our CEO relatively conservatively. The
maximum incentive opportunity on an RSP equivalent basis among
this group ranges from less than 1x base salary and up to 20x with a
median of 4.25x base salary.
TP ICAP ranks between median and upper quartile levels on market
capitalisation, and is the top company on revenues and number of
employees. Although publicly disclosed pay data for the CFO role
among our global sector peer group is more limited, the Committee
also noted that when comparing total target compensation
against the five companies which publish this information, our CFO
is positioned similarly to the CEO. With total target remuneration of
£1.56m the CFO is second from the bottom of the group where total
target remuneration ranges from £1m to £6.5m.
TSR performance relative to the FTSE 250 and global sector peers
Dec 21
Jan 22
Feb 22
Mar 22
Apr 22
May 22
Jun 22
Jul 22
Aug 22
Sep 22
Oct 22
Nov 22
Dec 22
Jan 23
Feb 23
Mar 23
Apr 23
May 23
Jun 23
Jul 23
Aug 23
Sep 23
Oct 23
Nov 23
Dec 23
Jan 24
Feb 24
Mar 24
Apr 24
May 24
Jun 24
Jul 24
Aug 24
Sep 24
Oct 24
Nov 24
Dec 24
FTSE 250 Peer Group Median
Vale of £100 invested on 31 December 2021
TP ICAP Peer Group Upper Quartile
50
100
150
200
250
Data source: Alvarez & Marsal
Constituents of the peer group: Tradeweb Markets Inc, MarketAxess Holdings Inc, BGC Group Inc, Morningstar Inc, Compagnie Financière Tradition SA, Marex Group Plc,
StoneX Group Inc and Virtu Financial Inc
TP ICAP
Group plc
Marex
StoneX Group
Tradition
MarketAxess
Holdings
Morningstar
Virtu Financial
Tradeweb
Markets
BGC Partners
£2.80m
£0
£10m
Tradition
Marex
TP ICAP
Group plc
StoneX Group
BGC Partners
Virtu Financial
MarketAxess
Holdings
Morningstar
Tradeweb
Markets
£2,055m
£0
£22,000m
MarketAxess
Holdings
Tradition
Marex
Tradeweb
Markets
BGC Partners
Morningstar
Virtu Financial
StoneX Group
TP ICAP
Group plc
£2,191m
£0
£2,200m
MarketAxess
Holdings
Virtu Financial
Tradeweb
Markets
Marex
Tradition
BGC Partners
StoneX Group
TP ICAP
Group plc
Morningstar
5,200
0
11,300
CMC Markets
AJ Bell
Ashmore
JTC
Rathbone
Brothers
Quilter
Jupiter Fund
Management
TP ICAP
Group plc
Liontrust Asset
Management
Plus500
IG Group
Holdings
Clarkson
ABRDN
Lancashire
Holdings
Man Group
Ninety One
£1.56m
£0 £2.7m
Liontrust Asset
Management
Jupiter Fund
Management
CMC Markets
Ashmore
Group
Clarkson
Ninety One
Lancashire
Holdings
Rathbone
Brothers
JTC
AJ Bell
TP ICAP
Group plc
Plus500
Quilter
Man Group
ABRDN
IG Group
Holdings
£2,055m
£0 £3,600m
Liontrust Asset
Management
Plc
Ashmore
AJ Bell
JTC
CMC Markets
Jupiter Fund
Management
Plus500
Clarkson
Rathbone
Brothers
Ninety One
Man Group
Lancashire
Holdings
IG Group
Holdings
Quilter
ABRDN
TP ICAP
Group plc
£2,191m
£0 £2,191m
Liontrust Asset
Management
Ashmore
Group
Lancashire
Holdings
Jupiter Fund
Management
Plus500
CMC Markets
Ninety One
AJ Bell
Man Group
Clarkson
JTC
IG Group
Holdings
Quilter
Rathbone
Brothers
ABRDN
TP ICAP
Group plc
5,200
0
5,200
Engagement with shareholders on the 2025
Policy review
We began formal consultation with shareholders in the autumn of
2024 and engaged with all of our largest shareholders,
representing over 60% of our issued share capital. We also
engaged with the three main proxy agencies. During our
discussions with our major shareholders, we were pleased to hear
that a large majority of our shareholders were supportive of our
proposals on remuneration quantum and understood the rationale
behind the changes we are proposing. The key themes emerging
from our discussions with shareholders were:
> An appreciation of the competitive landscape in which TP ICAP
operates, within the IDB sector and across our diversified business
model;
> Recognition that our main competitors are predominantly US
listed companies which operate more generous US pay models;
> An understanding that when compared with our global peers,
TP ICAP’s size, scale and complexity is not reflected
appropriately in the current levels of remuneration for our
Executive Directors, and in particular the CEO;
> An appreciation of the need to retain and incentivise our CEO
inthe context of our global talent marketplace and the potential
future succession challenges that may arise if we continue to
beconstrained by the current Policy;
> An understanding of the Committee’s commitment to continue to
apply suitably stretching targets under the annual bonus plan
and to maintain the robust performance underpin for RSP awards
so as to ensure Executive Director pay outcomes align to the
experience of our shareholders; and
> Overall support for the changes proposed under our new Policy.
Remuneration Policy proposals for 2025
Given the strong performance of the Group and the global
marketplace in which we operate, and taking into account
feedback that we have received from our shareholders, we are
proposing to make the following changes to the new Policy.
Maximum incentive opportunity under the 2025 Policy
In reviewing our current remuneration arrangements, the
Committee’s main focus was to ensure that it would have the means
to retain and motivate our current Executive Directors, in particular
the CEO, and to address the internal pay compression we are
experiencing at senior management levels. The Committee was
also mindful that the new Policy would need to be sufficiently
flexible to attract high calibre candidates, should this be required
during the term of the proposed Policy.
Global sector peers
CEO target remuneration Market capitalisation Revenue Employees
FTSE 250 FS companies
CFO target remuneration Market capitalisation Revenue Employees
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024116 117
Governance
Report of the Remuneration Committee continued
We believe that we have the right incentive framework in place and
our RSP has enabled the Executive Directors to focus on the long
term delivery of the group’s strategy. Our proposals will ensure that
a meaningful proportion of total remuneration will continue to be
tied to long-term performance through the RSP which will remain
subject to a robust underpin assessment.
We have clearly identified that, in particular for the CEO, there is
asignificant gap in the remuneration opportunity we are able to
offer when compared with our international peers. Whilst we are
not seeking to adopt a US pay model or to match US pay levels,
we are seeking to move towards a more competitive and
sustainable remuneration package. We are therefore proposing
to increase the incentive opportunity for the CEO from 250% of
salary to 300% for the annual bonus and from 125% of salary to
200% on the RSP award. For the CFO and Group General Counsel,
no change is proposed to the current annual bonus opportunity
of 200% of salary and a modest increase from 125% to 150% for
the RSP is proposed.
Shareholding requirements and deferral policy changes
We recognise the importance of our executives maintaining
long-term shareholding in the company in order that their interests
are aligned with those of our shareholders. As such, we propose to
increase the minimum shareholding requirements for all Executive
Directors to align with the long-term incentive opportunity on a PSP
equivalent basis. For the CEO, the minimum shareholding
requirement will increase from 300% to 400% of salary, and for the
CFO and GGC it will increase from 200% to 300% of salary.
We have also revisited our bonus deferral policy, in view of the fact
that our Executives have now built up significant shareholdings in
the company. We intend to retain the current Policy of deferring the
annual bonus at 50%, except where an Executive Director has met
their minimum shareholding requirement (‘MSR’). In such a case the
Committee will have the flexibility to reduce the rate of deferral on
the annual bonus down to a minimum 25%.
Following a pre-grant assessment in early March 2025, the
Committee intends to grant Restricted Share Awards under the
existing Policy limits of 125% of salary for all Executive Directors,
following the 2024 full year results announcement. Subject to
shareholder approval of the new Policy, the Committee intends to
grant top-up Restricted Share Awards, as soon as practicable
following the AGM, to bring the in-year awards for 2025 up to the
new Policy maximum of 200% of salary for the CEO and 150% of
salary for the CFO and GGC.
Share plan rules
Alongside our Policy review, we have also refreshed our long term
incentive and deferred bonus plans, and will be presenting our
updated plan rules to shareholders for approval at the AGM. Our
current Restricted Share Plan will be replaced with an Executive
Share Plan (‘ESP’), which will be aligned to the new Policy. It will
incorporate the ability to grant both Restricted Share Awards
(‘RSA’) and performance based awards. Executive Directors will
only be permitted to receive awards in line with the shareholder
approved Directors’ Remuneration Policy.
In April this year, we replaced a cash settled bonus deferral plan for
our brokers with an equity settled scheme. Following this, we are also
consolidating our bonus deferral plans for all employees into one
Equity Deferral Plan (‘EDP’). Both the ESP and EDP reflect the latest
institutional shareholder guidelines, referenced in the Investment
Association’s updated ‘Principles of Remuneration’ published in
October 2024. We will also be presenting our all-employee share
plans (a UK Sharesave and a new Global Employee Share Purchase
Plan) to shareholders for approval. Further details on these plans are
set out in the 2025 Notice of Annual General Meeting.
Wider workforce considerations
Separately, the Committee also oversees remuneration of the wider
employee population. During the year, the Committee undertook a
review of TP ICAP’s pensions and benefits across the Group.
Following this review, and effective from 1 June 2025, the
Committee intends to remove the salary cap applied to employer
contributions for all UK non-broking employees. The Committee
also approved an increase to the employer pension contribution
rate from 6% to 8% of base salary, provided the employee
contributes a minimum 4% of base salary. For certain employees
affected by the minimum tapered annual allowance limits, it was
decided that employees could opt to receive a cash allowance in
place of pension contributions. These changes have been received
very positively.
A key activity during 2024 has been to support and maintain a
positive employee culture with a strong focus on responsible conduct
and risk management. The Group’s ‘Triple A’ values (Accountability,
Authenticity and Adaptability) emphasise the importance of
accountability in the workplace and the need to treat all colleagues
with respect. Aligned to this, the Company implemented a refreshed
performance management process in 2023 which we have
continued to embed throughout 2024, designed to ensure that
managers are fully reviewing the ‘how’ as well as the ‘what’ when
assessing individual performance. This includes considering culture,
conduct and risk factors when setting remuneration.
Implementation of the Policy in 2025
The new Policy will apply from 14 May 2025, subject to shareholder
approval at the upcoming AGM.
Base salaries
The Committee has reviewed the base salaries of the Executive
Directors for 2025, in light of their individual responsibilities,
relevant market comparators and in the context of the average
3%salary increases we are awarding non-broking employees
acrossthe Group. The CEO’s salary will be kept at the current level
of £800,000 for 2025, despite the prevalence of higher salaries
among our global sector peers. The Committee felt that the gap
tomarket was best addressed at this time through an increase in
incentive opportunity rather than through an increase in salary.
For the CFO, in the context of his strong performance in recent
years, acknowledging his proven track record of delivery,
disciplined cost control and overall strong financial performance of
the Group, the Committee decided to increase his base salary from
£475,000 to £505,000 (6% increase). The Committee is very
mindful that this increase is larger than the average increase for the
wider workforce, however, it considered that a recalibration was
appropriate at this time.
The Committee determined that a base salary increase of 1% for
the Group General Counsel (GGC) was appropriate, which is below
the average increase for the wider UK non-broking population.
Definitions used in this report
‘Executive Director’ means any executive member of the
Board.
‘Senior Management’ means the global heads of the Front
Office Businesses, Regional CEOs and global heads of the
Corporate & Support functions.
‘Broker’ means front office revenue generators.
‘Control Functions’ means those employees engaged in
functions such as Compliance, Risk, Internal Audit and Legal.
‘Remuneration Code’ means the SYSC 19G MIFIDPRU
Remuneration Code.
‘2013 Regulations’ means the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations
2013, as amended by the 2018 and 2019 Regulations.
All colleagues are eligible for performance-related bonus awards.
Awards for 2024 for the wider colleague population were aligned to
the performance of the group as a whole and reflected business unit
and individual performance, taking into account internal and
external pay benchmarks.
In line with our focus on cost control and in the context of falling
inflation rates, the Committee approved a salary increase budget
of 3% for support staff for 2025.
Non-Executive Directors’ fees
With effect from 1 January 2025, we intend to increase the fees
payable to Non-Executive Directors. Whilst the Committee
periodically reviews fees against market benchmarks, fees have in
recent years remained static and this will be the first increase since
January 2020. This move is intended to reflect the continuing
increase in workload and responsibilities of our Non-Executive
Directors within a large, global, complex, publicly listed company.
Further detail is provided on page 139. No Board member
participated in any decisions relating to their own fees.
Concluding remarks
I would like to take this opportunity to thank all of our major
shareholders, proxy agencies and other internal and external
stakeholders for their valuable input during the last year as we
formulated our new Policy proposals.
I will remain available should any of our shareholders wish to
discuss our approach to executive pay prior to our AGM. I hope that
you will join the Board in supporting the resolution to approve the
2024 Directors’ Remuneration Report and the 2025 Policy at the
upcoming AGM.
Tracy Clarke
Chair
Remuneration Committee
11 March 2025
Summary of proposed Policy key changes
Annual bonus Restricted shares
Shareholding requirement %
of salary
Executive Directors Current Policy maximum
Proposed Policy
maximum
Current Policy
maximum
Proposed Policy
maximum Current Policy Proposed Policy
Group CEO 250% 300% 125% 200% 300% 400%
Group CFO 200% 200% 125% 150% 200% 300%
Group General Counsel 200% 200% 125% 150% 200% 300%
Annual bonus measures and targets
The Committee sought the views of major shareholders during the
consultation to understand whether it was appropriate to introduce
an additional financial metric for the annual bonus plan, and if so,
whether shareholders had any preferred measures. The feedback
from shareholders was mixed. Whilst there was some support for
the introduction of a cash conversion metric, some shareholders
also expressed a preference for a return metric. Having considered
all points of view, the Committee determined that the current
measures (adjusted EBIT with a 70% weighting and strategic
objectives with a 30% weighting) continue to remain appropriate
in light of the ongoing transformation projects outlined at the half
year. We will nonetheless keep the annual bonus measures under
review and will revisit this in 12 months to ensure the measures
remain appropriately aligned to the prevailing business strategy
and objectives for the Group, as the impact of our drive to achieve
greater operational efficiencies becomes clearer.
For 2025, the Committee has reviewed the annual bonus plan
targets (which will be disclosed retrospectively) to ensure they are
appropriately robust and stretching in the context of an increase
inbonus opportunity for the CEO.
RSP underpin
Following consultations with shareholders, we know that the
operation of the underpin is a key area of importance for
shareholders. In addition to a pre-grant performance test, we
operate a comprehensive and robust underpin that is assessed at
vesting to allow the Committee to lower the vesting (potentially to
nil) in the instances of poor performance. The Committee will retain
full discretion to reduce or cancel vesting outcomes on the basis of
the assessment of the underpin, which includes whether threshold
performance levels have been achieved under the annual bonus,
over the three-year period.
We will not be making any changes to the current underpin as set
on page 125 as we believe that it provides important safeguards
and supports the alignment of Executive Director remuneration and
shareholder interests.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024118 119
Governance
Performance year Year 1 Year 2 Year 3 Year 4 Year 5
Salary
Paid in cash
Pension/
benefits
Company contributes
6% of capped salary
Annual
bonus
Performance period
50% of bonus is
paid in cash
50% of bonus is deferred into shares
vesting over 3 years plus 6 month hold
Restricted
Share Plan
Pre-grant test of
performance
Deliveredinsharesvestingaftera3-yearperiod 2-year holding period applies
DIRECTORS’ REMUNERATION POLICY SUMMARY
The below table sets out a summary of our current and proposed Remuneration Policy for Executive and Non-executive Directors, as well
asour proposed implementation for 2025. All sections of this report are unaudited, unless indicated otherwise.
Remuneration Policy for Executive Directors
Element and summary of 2022 Policy Summary of proposed 2025 Policy changes Implementation of 2025 Policy for 2025
Base salary
Base salaries are reviewed annually to ensure they are not significantly
out of line with the market. Salary increases normally take effect on 1st
January each year.
No change 2025 base salary levels effective from 1 January 2025:
> Nicolas Breteau £800,000 (0% increase)
> Robin Stewart £505,000 (6% increase)
> Philip Price £485,000 (1% increase)
Benefits and pension
Benefits: include, but are not limited to, medical cover, participation in
schemes available to all UK non-broking employees such as the Group’s
life assurance and income protection schemes.
Pension allowances: In line with the pension allowance (6% of capped
salary) available to all UK non-broking employee population.
No change Benefits and pension provision will be in line with the
wider workforce, defined as UK non-broking employees.
Annual bonus
The maximum bonus award for the Group CEO is 250% of base salary
and for the other Executive Directors 200% of base salary.
Annual assessment of performance against financial and strategic
objectives.
Bonus awards are subject to 50% deferral into shares over a three-year
period with a further retention period if required by regulation.
Awards are subject to malus and clawback. A clawback period
of3years applies to all awards post settlement.
The maximum award for the Group CEO
will be 300% of base salary and for the
other Executive Directors will remain at
200% of base salary.
The Committee will have the discretion
to reduce the annual bonus deferral rate
from 50% to a minimum of 25% where
an Executive Director has met their
minimum shareholding requirement.
No material change proposed to the
structure of the bonus plan including
measures and malus and clawback
provisions.
Measures: The following measures and weightings will
apply to the 2025 bonus (unchanged from previous
policy):
> Adjusted Operating Profit 70%
> Strategic Objectives 30%
Deferral: Where an Executive Director has not yet met
their minimum shareholding requirement, the deferral
rate is 50% of annual bonus.
Where the shareholding requirement has been met, the
Committee will have the flexibility to reduce the annual
bonus deferral from 50% to a minimum deferral rate of
25%.
Long Term Incentive
RSP awards
Maximum opportunity of 125% of salary for all Executive Directors.
Annual awards of conditional shares or nil cost share options, vesting
after a three-year period. Awards are subject to the Committee’s
assessment of the underpin. A two-year holding period applies after
vesting. Awards are subject to malus and clawback provisions.
Maximum annual grant of 200% of base
salary for the CEO and 150% of base
salary for the CFO/GGC.
No change to structure of the plan
including underpin, holding period and
malus and clawback provisions.
Under the new Policy, Executive Directors
will receive ‘Restricted Share Awards’
(RSAs) which will be structured exactly
the same as the RSP awards under the
2022 Policy.
Restricted Share Awards will be granted under the new
Executive Share Plan rules, subject to shareholder
approval at the May 2025 AGM. The 2025 RSA awards
will be as follows:
> CEO: 200% of salary
> CFO/GGC: 150% of salary
In line with the 2022 Policy, Restricted Share Awards will
be granted as conditional share awards or nil cost
options which will vest subject to the assessment of an
underpin.
Shareholding requirements
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.
Post-employment holding period
Executive Directors will be expected to retain the lower of:
i) shares equal to their in-role requirement (300% of salary for CEO and
200% of salary for other Executive Directors); or ii) the actual
shareholding on departure, if lower, until two years following cessation
of employment.
An increase in the minimum
shareholding requirement.
No change to the post-employment
holding period.
The minimum shareholding requirement for 2025
onwards, will be as follows:
> CEO: 400% of salary
> CFO/GGC: 300% of salary
Remuneration Policy for Non-executive Directors
Element and summary of 2022 Policy Summary of proposed 2025 Policy changes Implementation of 2025 Policy for 2025
Chair of the Board and Non-executive Director fees
The fees for the Non-executive Directors are reviewed annually and
determined by the Board to reflect appropriate market conditions, and
may be increased if considered appropriate.
No change in policy Fees for Non-executive Directors for 2025:
Position Fee
Chair of the Board £350,000 (17% increase)
NED base £75,000 (7% increase)
Senior Independent
Director £20,000 (3% increase)
Chair of the Audit,
Risk and Remuneration
Committees £30,000 (20% increase)
Membership of the Audit,
Risk and Remuneration
Committees £12,000 (20% increase)
Overseas-based
NED supplement £35,000 (0% increase)
Regional Engagement NED £10,000 (0% increase)
Report of the Remuneration Committee continued
Remuneration at a glance
Salary
Pension and other benefits
Bonus
RSP
EXECUTIVE REMUNERATION FOR 2024
A summary of the single total figure of remuneration and incentive outcomes is included below. For further information see pages 129 to 135.
2024 single figure outcome
Group Chief
Financial Officer
Robin Stewart
Group Chief
Executive Officer
Nicolas Breteau
Group General
Counsel
Philip Price
£4.90m £2.68m £2.71m
Delivery of remuneration
Adjusted EBIT
Strategic performance
Total bonus outcome
2024 bonus outcome
Outcome
Maximum
94.5%-96%
100%
70% 24.5%-26%
70% 30%
2022-2024 Restricted Share Plan – underpin assessment
Assessment
Factors considered when assessing the RSP underpin
2022 2023 2024
Threshold performance levels achieved for the annual bonus Ye s Yes Yes
Reported revenue for the 3 year assessment period £2,115m £2,191m £2,253m
Profitability: Group Adjusted EBIT £275m £300m £324m
Relative TSR¹ Upper quartile
Adherence to dividend policy to maintain dividend cover of 2x
adjusted post-tax earnings
2x adjusted post-tax earnings
Performance against strategic priorities designed to promote the
long-term success of the Group
Consideration of operating model improvements,
building on the Group’s competitive advantage,
digital and technology improvements,
focus on ESG, employee satisfaction and
the management of risk.
Total RSP vesting outcome 100%
1 Data source: Alvarez & Marsal. Relative TSR performance measured against the FTSE 250 index. The FTSE 250 comparator group excludes real estate companies and
investment trusts.
FinancialStrategic
Malus will apply up to the point of award settlement and clawback will apply to awards up to three years following settlement.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024120 121
Governance
Remuneration at a glance continued
Strategic rationale: the link between our strategic priorities,
key performance indicators and our incentive plans
Linking pay to performance: key performance indicators
The performance KPIs in the variable incentive arrangements for 2024 were chosen because they support the delivery of the Group
strategy and are critical to ensuring a transparent link between executive remuneration, business performance and alignment to the
interests of our key stakeholder groups, as shown in the chart below.
Alignment of key performance indicators to strategy and stakeholders
TP ICAP goals
Annual bonus
measure and
RSP underpin
consideration
Link to
strategic
objectives
Further detail on the KPIs
and alignment to strategy
Alignment to
stakeholder
groups
Financial
Adjusted
operating
profit
A measure of the annual performance of the Group and a key
factor that reflects the delivery of our strategic pillars of
Transformation, Diversification and Dynamic Capital
Management.
Revenue
A key focus for the Group is revenue growth and diversifying our
product portfolio which in turn creates sustainable value for our
shareholders.
TSR performance
TSR performance is an important metric in our delivery of
shareholder returns and delivering against our strategic
priorities.
Cash generation
Cash generation is an important measure of Dynamic Capital
Management. We are committed to releasing more cash for
ongoing business investment, including targeted M&A, where
appropriate, debt reduction and further capital returns.
Adherence to
dividend policy
The Group’s dividend policy is to pay half of the adjusted post-tax
profits for the year to shareholders. This is important in the
context of managing the Group’s cash by revenue growth, capital
optimisation and operational efficiencies.
Non-financial KPIs
Strategic objectives
Includes the Group’s non-financial key performance indicators,
including (but not limited to), operating model improvements,
building on the Group’s competitive advantage, digital and
technological improvements, focus on ESG (including
sustainability), employee satisfaction and the management of
risk and operational excellence. These measures are crucial in
delivering sustainable shareholder returns.
Annual bonus Clients Communities and environment Suppliers and business partners
RSP Employees Shareholders Regulators
Annual bonus
Restricted Share Plan underpin
Adjusted
EBIT
TSR
performance
Revenue
Adherence
to dividend
policy
Strategic
objectives
Strategic
objectives
Profitability
Cash
generation
Diversification
New clients, new
asset classes, more
non-broking revenue
Dynamic Capital
Management
Capital returns, debt
reduction, and ongoing
investment
Transformation
Future-proofing our
Group through
technology and
operational excellence
Our vision
Our vision is to be the
world’s most trusted,
and innovative, liquidity
and data solutions specialist
Our strategy
Directors’ Remuneration Policy
This section of the Report sets out our new Directors’ Remuneration Policy (the ‘new Policy’). The Policy was last approved by shareholders
at the 2022 AGM and is due for renewal at the 2025 AGM. The full version of the current 2022 Policy can be found in the 2021 Annual
Report on the Company’s website.
The new Policy, which will be presented to shareholders for approval at the AGM on 14 May 2025 is detailed in full in the following section.
If approved, the new Policy will take effect from the date of the AGM, until then the previously approved Policy will apply.
Background
The letter from the Remuneration Committee Chair on pages 112 to 119 explains the background to this Remuneration Policy review and
the Committee’s rationale for the proposed Policy. The Committee has engaged extensively with shareholders when formulating this Policy
and is grateful for the input received. The 2025 Policy has been designed to incentivise the Executive Directors to deliver the Group’s
strategic objectives which in turn should create shareholder value.
While the Committee did not directly engage with the workforce on executive pay matters or the new Policy, employees are able to raise
any comments or questions as part of the regular employee engagement sessions with NEDs, through engagement surveys or through
theemployee networks. On page 126, we explain how the Directors’ Remuneration Policy differs to the wider company pay policy.
Remuneration Policy and practices in the context of the UK Corporate Governance Code 2018
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 the strategic
objectives of the Group;
> 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 Group’s culture in line with our 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 Directors’ Remuneration Policy and reward outcomes to stakeholders; and
> The Committee adopts a transparent approach to pay, by engaging regularly with the Executive Directors,
shareholders and their representative bodies to explain the approach to executive pay and how this aligns
with TP ICAP’s strategy.
Simplicity > To ensure that our Directors’ 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 Group strategic goals and time horizons while encouraging prudent risk management;
> 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; and
> There are appropriate measures in place to ensure alignment with shareholder interests, including
shareholding requirement, post-vesting holding period, mandatory deferral of bonus into shares and malus
and clawback provisions.
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 2024 Annual
Report and Accounts on pages 59 to 63.
The majority of transactions are brokered on a Name Passing basis where the business is not a counterparty to a trade. Commissions
earned on broking activities are received monthly in cash. The Name Passing business does not take any trading risk and does not hold
principal trading positions. This business only holds financial instruments for identified buyers and sellers in matching trades which are
generally settled within one to three days. The Matched Principal business is exposed to counterparty credit risk as the business is the
counterparty to both the buyer and seller and therefore bears the risk of counterparty default during the period between execution and
settlement of the trade. The business does not have valuation issues in measuring its profits.
The Company’s Remuneration Policy reflects the risk profile of the Group, is consistent with and promotes sound and effective risk
management and does not encourage excessive risk taking.
The Company’s Remuneration Policy is consistent with the measures set out in the Group’s compliance manuals relating to conflicts of
interest. The Company’s policy is to ensure that variable remuneration is not paid through vehicles or methods that facilitate avoidance of
the Remuneration Code.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024122 123
Governance
Proposed policy table for Executive Directors
The Policy set out in the following pages is proposed for approval by shareholders at the 2025 AGM.
Component and
link to strategy
Operation of
component
Maximum
opportunity
Performance
assessment
Base salary
To help recruit, reward and
retain talent of the calibre and
experience required to develop
and deliver the Group’s
strategy. Reflects a market
competitive rate of pay taking
account of the employee’s role
and responsibilities, skills and
experience, and ongoing
contribution.
Base salaries are reviewed annually taking into account
a range of factors, including:
> Size, scope and complexity of the role;
> Skills and experience of the individual;
> Market competitiveness/relative pay positioning;
> Performance of the Group and the individual;
> Wider market and economic conditions; and
> Level of salary increases being made across the Group.
There is no defined
maximum salary, but
any increases will take
into account the
prevailing market
conditions as well as
increases for the wider
workforce (and factors
detailed on previous
column).
n/a
Benefits
To provide a competitive level
of benefits in line with local
market practice
Benefits include but are not limited to, medical cover,
Group life assurance, income protection schemes and car
benefit. These are offered to Executive Directors as part
of a competitive remuneration package. Executives are
eligible to participate in the Group’s Sharesave Plan on
the same basis as other employees.
The Committee retains the discretion to provide
additional benefits or allowances, if considered
appropriate and reasonable. These may include but
are not limited to, relocation expenses and housing
allowance.
Directors will be reimbursed for reasonable business
expenses incurred in the performance of their duties,
including any tax that may arise thereon.
The cost of providing
benefits can vary in
accordance with
market conditions,
therefore there is no
defined maximum.
n/a
Pension
Provision of pension
contribution (or a cash
allowance as appropriate),
aligned to the pension
contribution rate available to
UK non-broking employees
Executive Directors are invited to participate in the
Group’s defined contribution pension scheme or take
a cash allowance in lieu of pension entitlement
In line with the pension
contribution/
allowance available
toUK non-broking
employees, currently
6% of salary
uptoasalary
capof£105,600.
n/a
Annual discretionary bonus
Rewards annual performance
against challenging financial
and strategic objectives.
Aims to motivate and retain
Executive Directors, consistent
with the risk appetite
determined by the Board.
Annual assessment of performance against strategic and
financial objectives. The strategic and financial objectives
will be set on an annual basis and disclosed
retrospectively.
Deferral: Where an Executive Director has not yet met
their shareholding requirement, the deferral rate is 50%
of annual bonus.
Where the shareholding requirement has been met, the
Committee will have the discretion to reduce the bonus
deferral from 50% to a minimum deferral rate of 25%.
Deferred bonus is awarded in Company shares which vest
on a pro-rata basis over three years. These shares may be
used to meet the minimum shareholding requirement
(net of expected PAYE deductions). Deferred shares may
need to be held for an additional period after vesting,
if required by financial services regulations.
Dividend equivalents may be paid on deferred share
awards, these will be delivered (as shares or cash at the
discretion of the Remuneration Committee) at the point
of vesting. The terms of the awards may be amended in
accordance with the relevant plan rules, for example,
to take account of legal, tax and regulatory changes.
Recovery provisions: Awards will be subject to the Group
Malus and Clawback Policy. Awards are subject to malus
up to the point of settlement and clawback provisions may
apply for a period of up to 3 years from the date on which
awards have been settled. Malus and clawback will apply
in line with the triggers described below the Policy table.
Maximum bonus
opportunity:
> CEO: 300% of
salary
> Other Executive
Directors: 200%
of salary
Performance is measured over the financial year.
The Committee will determine the mix of performance
measures, weightings and targets each year and these
may vary in accordance with business priorities.
Measures will be based on a combination of financial
performance (such as Adjusted EBIT) and strategic
objectives with at least 70% of the bonus being
determined by financial measures.
Directors’ Remuneration Policy continued
Component and
link to strategy
Operation of
component
Maximum
opportunity
Performance
assessment
Long-term Incentive
Restricted Share Awards
(to be granted under the
Executive Share Plan, subject to
shareholder approval at the
2025 AGM)
Aligns the Executive Directors’
interests with shareholders by
focusing on mid to longer-term
shareholder returns.
Annual awards of conditional shares or nil cost options,
vesting after a three-year period. The awards will vest
subject to the satisfactory achievement of the underpin.
The Executive Directors may sell a sufficient number of the
vested shares to settle the tax on vesting, but must retain
the balance for a further two-year sale restriction period.
Dividend equivalents accrue on Restricted Share Awards
to the extent that they vest. Dividend equivalents will
bedelivered (as shares or cash at the discretion of the
Remuneration Committee) at the point of vesting
(orexercise for options).
Recovery provisions: Restricted Share Awards will be
subject to the Group Malus and Clawback Policy. Awards
are subject to malus up to the point of settlement and
clawback provisions may apply for a period of up to 3
years from the date on which awards have been settled.
Malus and clawback will apply in line with the triggers
described below the Policy table.
The terms of awards may be amended in accordance with
the relevant plan rules, for example to take account of
legal, tax and regulatory changes.
Maximum annual
grant of Restricted
Share Awards:
> CEO: 200% of base
salary
> Other Executive
Directors: 150% of
base salary
Prior to the grant of the award, the Committee will
consider individual, business unit and firm performance
over the previous year as part of a pre-grant test.
The Restricted Share Awards are subject to the
Committee’s assessment of an underpin at the point of
vesting.
In 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 exercise its
discretion to adjust the number of shares vesting:
> Whether threshold performance levels have been
achieved for the performance conditions for the
annual 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) factors such as revenue, profitability, absolute/
relative TSR performance, cash generation and
adherence to the dividend policy (to maintain a
dividend coverage ratio of 2x (adjusted earnings
divided by dividend);
> 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.
At the point of award and at vesting, the Committee
will also review whether there have been any windfall
gains. If the Committee considers that the Executive
Directors have inappropriately benefited from a
windfall gain, then they will have the ability to reduce
the award accordingly.
Non-Executive Directors remuneration
Component and
link to strategy
Operation of
component
Maximum
opportunity
Performance
assessment
Fees
To attract high-calibre,
experienced Non-executive
Directors.
Paid monthly in arrears. The fees are reviewed and
determined annually by the Board to reflect market
conditions and may be increased, if appropriate. Fees are
benchmarked against other UK listed companies of
comparable size and activities.
Additional fees for additional responsibilities of the
Independent Non-executive Directors, for chairing each of
the Audit, Risk and Remuneration Committees or other
services performed such as acting as Workforce
Engagement Director or a trustee of a Company pension
scheme.
Directors will be reimbursed for reasonable business and
travel expenses incurred in the performance of their
duties, including any tax that may arise thereon.
Aggregate annual fees
as listed in the Articles
of Association
n/a
Changes from 2022 Policy
Full details of the factors considered when amending the Policy are provided in the Remuneration Committee Chair’s statement. A
summary of the changes proposed is provided below:
> Group CEO increase in annual bonus opportunity from 250% of salary to 300% of salary, increase in RSP opportunity from 125%
ofsalary to 200% of salary and increase in minimum shareholding requirements from 300% to 400% of salary.
> Group CFO increase in RSP opportunity from 125% of salary to 150% of salary and increase in minimum shareholding requirements from
200% to 300% of salary.
> Group General Counsel increase in RSP opportunity from 125% of salary to 150% of salary and increase in minimum shareholding
requirements from 200% to 300% of salary.
> Maintain bonus deferral rate for all executive directors at 50% except in the case where an executive director has met the minimum
shareholding requirement, in which case the Committee has discretion to reduce the deferral rate down to a minimum of 25%.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024124 125
Governance
Incentive plans
Performance targets are set by the Committee to be both stretching
and achievable, taking into account the Group’s strategic priorities
and market conditions. The performance measures for the annual
bonus are chosen to support the Group’s strategic priorities.
The Restricted Share Awards under the Executive Share Plan are the
primary form of long-term incentive for the Executive Directors.
Malus and Clawback
All annual bonus and Restricted Share Awards are subject to the
Group’s Malus and Clawback Policy. Malus is applied to awards up
to the point of settlement and Clawback may be applied up to
three years from the date on which awards have been settled.
Malus or clawback may be applied where there is:
> a material misstatement in the published results of TP ICAP or the
results of any Group company;
> a serious financial irregularity in relation to any Group company;
> a material misstatement of TP ICAP’s financial performance;
> a material error of calculation of any performance condition
(including on account of inaccurate or misleading information);
> an event which has caused, or is reasonably likely to cause,
material reputational damage to any Group company;
> a material failure of risk management; or
> the individual having been guilty of serious misconduct
(including reckless, negligent or wrongful actions) injurious to the
business, reputation or integrity of the Group.
Remuneration Committee discretion
The Committee consistent with market practice, retains discretion
over a number of areas relating to the operation of the Policy.
These include, but are not limited to, the following:
> the timing of awards or payments
> the size of awards (within the limits set out in the Policy)
> the selection and weighting of performance metrics
> the assessment of performance outcomes and determination of
bonus payments or vesting levels
> in exceptional circumstances, determining that a share-based
award shall be settled (in full or in part) in cash
> the treatment of awards in the event of a change of control,
restructuring, acquisition, or sale / float of part of the business
> determination of leaver status, and treatment of awards for
leavers and joiners (subject to the principles set out in the Policy)
> whether, and to what extent, malus and/or clawback should
apply
> adjustments required in exceptional circumstances such as rights
issues, corporate restructuring, or special dividends
> adjustments to performance criteria where there are exceptional
events
> the size of annual salary increases, subject to the principles set
out in the Policy table.
Policy on Directors’ Remuneration compared with
employees generally
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.
Directors’ Remuneration Policy continued
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 company shares.
In addition, other employees who earn bonuses above a specific
threshold are also required to defer a portion of their bonus into
company shares. For individuals identified as MRTs, deferral,
payment in instruments requirements, retention period and malus
and clawback is applied, where applicable, in line with the
regulatory requirements. 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 and Risk) 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
The Remuneration Policy for Brokers is based on the principle that
remuneration is directly linked to financial performance, generally
at a desk/team level, and is calculated in accordance with formulae
set out in the contracts of employment. These formulae take into
account the fixed costs of the Brokers; variable remuneration
payments are therefore based on the profits that the Brokers
generate for the business together with an assessment of individual
performance including conduct and behaviours. Typically, Brokers
receive a fixed salary paid regularly throughout the year, with a
significant portion of variable remuneration dependent on their
revenue performance and conduct. Deferral is applied where the
individual’s variable pay is above a certain threshold.
Remuneration policy for Control Functions
The Company’s Remuneration Policy for Control Function staff is
that remuneration should be adequate to attract qualified and
experienced employees. Remuneration for Control Function staff is
set in accordance with the achievement of their objectives linked to
the functions they control and is independent of the performance
of the business areas they support. Employees in such functions
report through an organisational structure that is separate and
independent from the business units they oversee. Heads of Control
Functions are designated as MRTs and accordingly their
remuneration is reviewed by the relevant Remuneration Committee
as part of the annual review of MRT pay.
Illustration of the application of the Remuneration Policy
The graphs below show an estimate of the remuneration that could be received by Executive Directors at the date of this DRR under the
proposed 2025 Policy. The charts in this section illustrate for each Executive Director the remuneration payable at minimum, target and
maximum outcomes, along with maximum outcome incorporating an illustrative share price appreciation of 50% on Restricted Share
Awards.
Illustration of the application of the Directors’ Remuneration Policy
CEO
£0
£1.0
£2.0
£3.0
£6.0
£5.0
£4.0
MaximumTargetMinimum
Remuneration (£m)
100% 23% 17% 15%
£0.83m
33%
44%
50%
43%
33%
42%
£5.63m
£3.63m
£4.83m
Fixed pay Annual bonus
Maximum
+ 50% share
price growth
Restricted Share Award
Illustration of the application of the Directors’ Remuneration Policy
GGC
£0
£1.0
£2.0
£3.0
£6.0
£5.0
£4.0
MaximumTargetMinimum
Remuneration (£m)
100% 29% 23% 20%
£0.50m
28%
43%
44%
38%
33%
42%
£2.57m
£1.72m
£2.20m
Fixed pay Annual bonus
Maximum
+ 50% share
price growth
Restricted Share Award
Illustration of the application of the Directors’ Remuneration Policy
CFO
£0
£1.0
£2.0
£3.0
£6.0
£5.0
£4.0
MaximumTargetMinimum
Remuneration (£m)
100% 30% 23% 20%
£0.53m
28%
42%
44%
38%
33%
42%
£2.68m
£1.79m
£2.30m
Fixed pay Annual bonus
Maximum
+ 50% share
price growth
Restricted Share Award
> ‘Minimum’ includes salary, pension and current benefits only. Pension and benefits are included at the same value as in the 2024 Single
Total Figure of Remuneration.
> ‘Target’ is based on annual bonus paying out at 50% of maximum.
> Restricted Share Award is based on the award of 200% of salary for CEO and 150% of salary for the CFO/GGC.
> ‘Maximum’ is based on annual bonus paying out in full and the Restricted Share Award vesting in full. Note that the value of the RSA
award at target and maximum levels is the same.
> ‘Maximum + 50% Share Price Growth’ is based on annual bonus paying out in full and the Restricted Share Award vesting in full with
a50% increase in share price between grant and vest.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024126 127
Governance
Executive Directors’ service agreements and loss of
office entitlements
The Executive Directors’ service agreements may be terminated by
either party on the expiry of 12 months’ written notice by either
party (save in circumstances justifying summary termination) or by
making a payment in lieu of notice at the Company’s election. The
Company will consider the scope for requiring the Executive
Director to mitigate their loss when taking account of all the
circumstances surrounding the termination of employment.
The Executive Director would also be entitled to a payment for
accrued but untaken holiday. Where the Executive Director is
deemed to be a ‘good leaver’, the Remuneration Committee may,
at its sole discretion, award a part-year bonus for the period
worked.
The bonus will be assessed on demonstrated performance over the
part-year. Post-termination restrictive covenants also apply to each
Executive Director. The determination of ‘good leaver’ status will be
determined at the sole discretion of the Remuneration Committee.
In addition to the contractual rights to a payment on loss of office,
any employee including the Executive Directors may have
additional statutory and/or common law rights to certain
additional payments, for example in a redundancy situation.
When determining payments for loss of office, the Company will
take account of all relevant circumstances on a case by case basis
including (but not limited to): the contractual notice provisions and
outstanding holiday; the best interests of the Company; whether
the Executive Director has presided over an orderly handover; the
contribution of the Executive Director to the success of the
Company during their tenure; and the need to compromise any
claims that the Executive Director may have or to pay the Executive
Director’s legal costs on a settlement agreement.
For a good leaver, all unvested deferred shares will be delivered
inline with the existing vesting schedule, unless the Committee
decides to release the shares earlier. The Committee has the
abilityto accelerate vesting to the date of departure in certain
circumstances such as death or disability, and in accordance with
the plan rules. For leavers who are not deemed to be good leavers,
the default approach is that unvested deferred bonus awards
granted under this policy lapse on departure.
The full terms and conditions of the Restricted Share Awards
arecontained in the ESP Plan documents, which will be presented
to shareholders for approval at the AGM. In the event that an
Executive Director leaves employment, unvested share awards
willnormally lapse. The Committee may in its absolute discretion
determine that an Executive Director that leaves employment is a
good leaver, in which case awards will normally continue until the
normal vesting date with release at the end of the holding period,
subject to the Committee’s assessment of the underpin.
Good leavers will be eligible to retain a time pro-rated portion of
their Restricted Share Award at the discretion of the Remuneration
Committee. The time-reduced participation level will generally
reflect the period of employment from the grant of the award
tothetermination date. The Committee may exercise its discretion
to apply a different pro-rata methodology if it believes there are
circumstances that warrant such a determination.
Non-executive Directors’ appointment letters
The Non-executive Directors serve under letters of appointment
which are terminable on the earliest of the Director not being
re-elected at an AGM, removed as a Director or required to vacate
office under the Articles of Association, on resignation, at the
request of the Board or subject to six months’ notice for the
Chairman or three months’ notice for the other Non-executive
Directors.
Recruitment of Directors
The Remuneration Committee’s approach to setting remuneration
for new Executive Directors is to ensure that the Company pays
market rates, with reference to internal pay levels, the external
market, location of the Executive and remuneration received from
the previous employer.
Salary will reflect the individual’s role, experience and
responsibility and will be provided in line with market rates, and the
Remuneration Committee reserves discretion to offer appropriate
benefit arrangements, which may include the continuation of
benefits received in a previous role.
Ongoing variable pay awards for a newly appointed Executive
Director will be as described in the Policy table, subject to the same
maximum opportunities. In exceptional circumstances (e.g. in relation
to the recruitment of a new Executive Director) the Committee may
grant an RSP award up to 200% of salary, subject to the terms set
out in the Executive Share Plan Rules for a Restricted Share Award.
The Remuneration Committee will have the ability to grant an
RSAin the year of appointment, where an individual joins after
thetypical grant date if this is deemed appropriate to align a new
joiner to the TP ICAP share price and performance immediately.
Itisnot currently intended that future service contracts for Executive
Directors would contain terms differing materially from those
summarised in this report, including with respect to notice
provisions. The Remuneration Committee may consider offering
additional cash or share-based payments to buy-out existing
remuneration arrangements forfeited by a new Executive Director
when it considers these to be in the best interests of the Company
and its shareholders. Any such buy-out payments would mirror so far
as possible the remuneration lost when leaving the former employer.
The Remuneration Committee may avail itself of the current Listing
Rule exemption to make such buy-out awards where doing so is
necessary to facilitate the recruitment of the relevant individual.
Relocation payments may also be set, within limits to be
determined by the Remuneration Committee, where considered
appropriate and in the Company’s best interests to do so.
Additional benefits in kind, or other allowances may be payable at
the Committee’s discretion, including but not limited to, relocation,
education, repatriation costs, tax equalisation or other reasonable
international assignment support consistent with the relevant
policies applicable to the wider workforce.
In cases of appointing a new Executive Director by way of internal
promotion, the Group will honour any contractual commitments
made prior to their promotion to Executive Director.
The fee payable to a new Non-executive Director will be in line with
the fee structure for Non-executive Directors in place at the date
of appointment.
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 112 to 119 and this Annual Report on Remuneration are subject to a
shareholders’ advisory vote at the forthcoming AGM.
2024 Single Figure outcome (audited)
The single total figure of remuneration for the Executive Directors who held office during the year ended 31 December 2024 was as follows:
Totalfixed
remuneration⁵
Short-term incentives
Long-term
incentives
vested⁴
,
⁶
Total variable
remuneration⁷
Single total
figureof
remuneration
Executive Directors
£’000 Salaries¹
Taxable
benefits² Pension³ Cash Deferred Total
Nicolas Breteau
2024 800 24 6 830 960 960 1,920 2,152 4,072 4,902
2023 785 16 4 805 937 937 1,874 600 2,474 3,279
Robin Stewart
2024 475 19 6 500 454 454 908 1, 2 74 2,182 2,682
2023 465 13 6 484 442 442 884 358 1,242 1,726
Philip Price
2024 480 19 – 499 454 454 908 1,300 2,208 2,707
2023
475 6 – 481 444 444 888 363 1,251 1,732
1 Base salary was effective from 1 January 2024.
2 Taxable benefits represent private medical insurance and an Electric Vehicle car allowance. All UK employees are eligible to participate in an Electric Vehicle leasing
scheme. For a select number of senior managers, the Company pays a portion of the monthly lease cost.
3 Maximum pension is 6% of salary, up to a cap of £105,600. No Directors have a prospective entitlement to a DB pension. Due to lifetime allowance limits, P Price did not
receive any Company pension contributions during 2024. N Breteau received £5,500 Company pension contribution and R Stewart received £6,336 Company pension
contribution due to the annual allowance limit.
4 The 2021 LTIP vested on 12 November 2024. The value of the Long Term Incentive award has been calculated based on the number of LTIP shares vesting at 27.2% of
maximum using the actual share price at the point of vesting. The share price used to calculate the number of shares for the LTIP at the point of grant was £2.43 and the
actual share price used to calculate the value of the LTIP above in the single figure for 2023 was £2.54. The value attributable to share price appreciation for each Executive
Director is £22,641 for N Breteau, £13,492 for R Stewart and £13,708 for P Price.
5 R Stewart received a long service award of £1,887 which has been included in the taxable benefits and total fixed remuneration figures for 2023.
6 An RSP award over shares was made on 25 May 2022 at a share price of £1.22 for which the underpin assessment period ended on 31 December 2024. The RSP value has
been computed based on a share price of £2.48, the average share price during the three-month period to 31 December 2024, which represents a 103% increase on the
share price at grant. The RSP award will vest on 25 May 2025. See page 134 to 135 for details of the RSP underpin assessment.
7 No circumstances have arisen which would require the Committee to apply malus and clawback provisions to variable remuneration.
Base salary
For 2025, the Executive Directors’ base salaries have been reviewed and as set out in the Chair’s letter on pages 112 to 119, the following
increases will apply:
Executive Date of appointment 2024 base salary¹
Base salary effective from
1 January 2025
Nicolas Breteau 10 July 2018 £800,000 £800,000
Robin Stewart 10 July 2018 £475,000 £505,000
Philip Price 3 September 2018 £480,000 £485,000
1 Base salary was effective from 1 January 2024.
Directors’ Remuneration Policy continued
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024128 129
Governance
2024 annual bonus (audited)
For 2024, 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 2024 financial measures and weightings,
the targets set and performance against these targets are provided in the table below:
Financial performance measure Weighting
Threshold
performance target
(25% of maximum)
Target
performance target
(50% of maximum)
Maximum
performance target
(100% of maximum)
Actual
performance
achieved
Weighted payout
(% of maximum
total bonus)
Adjusted operating profit
(pre-FX gains/losses) 70% £273m £297m £321m £329m 70.0%
Strategic performance
30%
Strategic objectives, along with the corresponding
performance assessment, as set out in pages 131 to 133. 24.5%–26.0% 24.5%–26.0%
Total bonus outcomes 94.5%–96.0%
When setting targets for the annual bonus, the Remuneration Committee considered a range of factors to ensure that they were both
appropriate, in light of the Group’s historical performance, and sufficiently stretching, in the context of global economic and market
conditions, whilst at the same time being motivational for the Executive Directors. The profit targets were set on the basis of a percentage
growth in adjusted operating profit (pre-FX gains/losses) on a constant currency basis. This was primarily to reflect that foreign exchange
movements can have a significant impact on the reported numbers.
The targets were set at the beginning of the year taking into account both the internal budget and external analysts’ forecasts. In
reviewing and approving the targets, the Committee considered the market environment and growth expectations for key business
divisions.
The performance targets for 2024 are based on percentage growth in adjusted EBIT for 2024 vs 2023, on a consistent currency basis before
the impact of FX. When comparing the disclosed annual bonus targets in 2023 vs 2024, at target and maximum performance, the above
targets represent an increase of 7% at target and 11% at stretch in comparison to 2023.
At the time the 2024 bonus targets were set in Q1 2024, the 2023 adjusted EBIT (pre-FX gains/losses) of £310m, when translated at the
prevailing 2024 exchange rates was £302m. The on-target adjusted EBIT was set at £300m (based on the 2023 reported adjusted EBIT),
which itself was up 8% on prior year on consistent exchange rates. Growth targets were then set against the £300m baseline (translated at
the 2024 FX rates to give £297m). This took into account the fact that 2023 was an outperformance year, and the targets were considered
to be sufficiently stretching. When setting the financial targets, the Committee acknowledged that if the target EBIT of £300m was
achieved for 2024, the UK non-broking workforce would essentially get the same level of bonus as 2023, but the Executive Director bonus
outcome would be half of the level achieved in 2023 for the same year on year EBIT performance.
At that point in the year, both the 2024 budget and market consensus were anticipating adjusted EBIT to grow in the 5% to 6% range. In
setting the stretch growth target for adjusted EBIT (pre-FX gains/losses) at 8%, based on the £300m adjusted EBIT outcome for 2023, the
Committee was satisfied that this was sufficiently stretching and significantly in excess of what the business or the market was expecting.
This was particularly the case in the context of the challenging market conditions when the targets were set.
Against the prevailing market conditions, and supported by a focus on cost and margin control, the Committee was therefore pleased with
the actual performance achieved for the period of £329m adjusted EBIT (pre-FX gains/losses), which significantly exceeded the maximum
performance target of £321m.
When determining the overall bonus awards for each Executive Director, the Committee considered the broader performance of the
Executive Directors and the challenges faced by the business over the course of the last year. In spite of these headwinds, the Executive
Directors have continued to focus on the delivery of the corporate strategy, to transform and diversify the business. Group revenue grew 5%
on a constant currency basis, building on last year’s strong performance. The Executive Directors’ focus on productivity, revenue growth,
contribution and cost management generated an 8% increase in Group adjusted EBIT, the highest level of profit ever achieved by the
Group. Group Reported EBIT rose 84% to £236m (2023: £128m). Our Liquidnet and Parameta Solutions divisions played a key role in
hitting this important milestone, accounting for 42% of Group adjusted EBIT, compared to 29% in 2023. Global Broking revenue was up
3%, including a particularly strong second-half (+7%). We maintained our market-leading position in the IDB sector and leveraged Fusion.
Due to record performance over the period, we are giving back more cash to shareholders, having returned £90m in buybacks in c.18 months.
Our dividend per share has also grown by 30% in the last two years. The Board is recommending a final dividend of 11.3 pence per share,
which would bring the total 2024 dividend to 16.1 pence, an increase of 9% ahead of 2023.
The Committee took into account the underlying financial performance over the period and the positive shareholder experience during
the year and were comfortable that the maximum bonus payout under the adjusted EBIT measure was appropriate for the Executive Directors.
Annual Report on Remuneration continued
Executive Directors’ 2024 strategic objectives (audited)
Details of the 2024 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 CMD
strategic road map
5% 4% > CEO delivered a strong set of results for the year with Group revenue up 5%
2
building on
last years’ strong performance. Group adjusted EBIT increased 12% to £324m, which is a
record for the Group.
> The Liquidnet division has delivered a major turnaround in profitability this year. The
leaner cost base, and more diversified portfolio, alongside the rebound in the markets,
have been very advantageous for this turnaround. Liquidnet has also had a significant
growth in market share.
> Parameta Solutions has had a strong year with 8% increase in revenue.
> Global Broking revenue was up 4%, including a particularly strong second-half (+7%).
We maintained our market-leading position in the IDB sector and leveraged Fusion.
> Following an exceptionally strong 2023, when E&C grew revenues by 23%, growth came
in this year at 2%. The division has increased revenues by 22% in two years, underlining
the strength of the franchise.
Transformation and
diversification
5% 3% > Progress has been made during the year in the roll out of Fusion, our flagship digital
platform and we are building on this advantage through a major agreement with
Amazon Web Services.
> Good progress has been made on the ESG roadmap, with the TCFD framework now
being fully embedded. We are on track to reducing scope 1 and 2 carbon emissions. This
year, we announced a new real estate optimisation programme and a new cloud
computing ambition. These initiatives will deliver emissions savings over the next three
years by reducing office-based energy consumption and improving energy efficiencies
associated with cloud migration. We aim to achieve operational carbon neutrality by the
end of 2026 by minimising our Scope 1 and 2 emissions as much as possible.
> Our ESG ratings performance has improved across all main ratings agencies and
benchmarks (e.g. AA – Leader rating by MSCI).
Develop efficiency 5% 5% > Substantial progress has been made on the launch of the three-year operational
efficiency programme. The programme will future proof our infrastructure and operating
model which will lead to a reduction on our external providers, real estate footprint and
a reduction in the legal entities. This programme has already generated c.£15m cost
savings.
> Significant improvement has been achieved on the Daily Sales Outstanding (‘DSO’)
project during 2024 and aged receivables have continued to decrease during the year.
There is continued focus on the improvement in our billing and accounts receivables
processes.
Deliver shareholder value
recognition
5% 5% > Our dynamic capital management strategy continues to pay off, and has allowed us to
launch further share repurchases in 2024 (£60m) and pay back £100m of debt. We see
further opportunities to return capital to shareholders while still funding our strategic
investments in future years. In particular, the legal entity review as part of our
operational efficiencies programme has identified at least another £50m of regulatory
capital that could be freed up.
> The Group’s dividend policy is to pay half of the adjusted post-tax profit for the year to
shareholders. In line with this policy, the Board has recommended a final dividend
payment for 2024 of 11.3 pence per share, 13% ahead of 2023. Our total dividend per
share has grown by 30% over the past two years.
> Share price performance has been upper quartile over the last year in comparison to the
FTSE 250.
Deliver our people
strategy, with a focus on
developing our talent
pool
5% 4.5% > Good progress has been made in strengthening the leadership team with some senior
appointments during the year, including the CEO for Parameta Solutions, CEO for Energy
and Commodities (EMEA) and the Group Chief Risk Officer.
> In addition, there has been progress on increasing our diversity and inclusion across the
Group, in particular in senior management levels.
Remuneration Committee
discretion
5% 4.5% > The Committee recognised the CEO’s effective leadership of the business over the year
and his achievements in strengthening the bench of the Executive Committee and
associated succession plans, along with his focus on unlocking shareholder value for
TP ICAP’s investors and strong performance in both profitability and share price over
the year.
Total for strategic
metrics 30% 26.0%
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.
2 All figures in constant currency.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024130 131
Governance
Executive Directors’ 2024 strategic objectives (audited) continued
RobinStewart
CFO strategic objectives Weighting¹ Score Assessment of performance
Embed the new Finance
organisation fully, and
drive improvements in the
Finance organisation
6% 5% > The new Finance structure has continued to be embedded throughout 2024. The matrix
organisation with the regional/divisional CFOs is effective and has increased value
through: i) an improved budgeting process and ii) enhanced reporting and management
information for the business.
> There has been some key hires including the new CFO for Parameta Solutions and new
Group Treasurer to further drive key strategic initiatives in the Finance function.
Continue to improve the
firm’s financial planning
and deliver on our cost
objectives
5% 4% > There has been significant improvements in the budgeting and forecasting process. This
has enabled the Group to do more share buy-backs over the course of the last 18 months.
> Successful delivery against cost objectives throughout 2024. Group Finance has
undertaken a leading role in delivering our ambitious Group-wide three-year programme
to release surplus cash through legal entity consolidations, and a range of operational
efficiency initiatives to generate at least £50m of annualised savings.
Support the firm’s
strategic initiatives to
achieve success
5% 5% > Outstanding performance against the delivery of the firms strategic initiatives, including
engaging with the investor community and supporting roadshows as appropriate.
> The CFO has been a key driver in the three-year transformational programme for the
Group.
Further develop firm’s
capital and liquidity
management
4% 3.5% > CFO has been leading on the improvements on the management of the UK regulatory
capital processes ( e.g. ICARA). Further work is being undertaken to achieve further
capital returns through the ICARA process and legal entity simplifications. Through these
and other initiatives, it has enabled the Group to achieve our second and third £30m
share buy-backs in 2024.
> CFO has successfully continued to improve the Group’s liquidity management during the
year.
Embed the major
regulatory ESG
requirements across TP
ICAP
5% 4% > We have fully met our ESG commitments in 2024, in particular, improving our ratings
across agencies and benchmarks, and embedding the TCFD framework. For example,
TP ICAP is now rated ‘AA – Leader’ by MSCI, in a very competitive industry group
comprised of more than 50 companies in Investment Banking and Brokerage.
Remuneration Committee
discretion
5% 4% > The Committee acknowledged the strong performance for the CFO as it relates to market
guidance, financial forecasting and capital management, and his personal leadership
and contribution towards achieving the Group’s strategic initiatives.
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.
Annual Report on Remuneration continued
Philip Price
GGC strategic objectives Weighting¹ Score Assessment of performance
Ensure Legal and
Compliance protect the
firm and deliver value
7% 4% > GGC has pro-actively managed litigation and regulatory matters to obtaining the best
outcome for the Group.
> GGC led the capability upgrade of the Legal and Compliance function. Good progress
was made during 2024 on strengthening the bench of the Legal function.
> Cost savings achieved with a reduction in external legal spend year-on-year through
upskilling the team and enhancing technology and research solutions for the Legal
function.
Support the business in
delivering on our
growth strategy while
maintaining regulatory
and compliance risk
within appetite
5% 4% > Compliance has been pro-actively supporting business growth initiatives, whilst
highlighting potential risks and assisting in finding appropriate solutions.
> There has been a significant improvement in the compliance surveillance capability
across the Group.
Continue to improve the
firms’ standing with
regulators and
policymakers to deliver
positive operational
and reputational
outcomes
5% 5% > GGC effectively promoted the Group’s good standing with global regulators and
external stakeholders. Throughout 2024, we have seen a significant improvement in our
relations with our main regulators.
> The establishment of the UK Branch of TPIE has been successfully delivered.
Assist in the pursuit of
our strategic objectives
4% 4% > GGC played a key role in important strategic decisions on the Group.
> GGC took a leading role in the review of legal entity set up as part of the strategic plan
to delivering greater operational efficiencies across the Group.
Embed our ESG
practices, with a focus
on D&I
4% 4% > GGC led on the delivery of all key ESG ratings and benchmarks including Women in
Finance and Parker review. Our diversity and inclusion statistics have improved this year,
for example, our representation of women in executive management has increased
to 39% (2023: 16%)
> This year, the GGC spearheaded and launched comprehensive internal and external
communication campaigns to demonstrate our commitment to sustainability and to
highlight key activity across the Group.
Remuneration
Committee discretion
5% 3.5% > The Committee acknowledged the achievements of the GGC in driving cultural change
throughout the Group, in particular efforts on ESG and D&I, as well as his contribution
towards embedding a robust control environment.
Total for strategic
metrics 30% 24.5%
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 TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024132 133
Governance
Total annual bonus outcome for 2024 performance (audited)
The total bonus for each Executive Director for the year to 31 December 2024 is therefore as follows:
Measure Weighting
CEO bonus
(% max bonus)
CFO bonus
(% max bonus)
GGC bonus
(% max bonus)
Adjusted operating profit (pre-FX gains/losses) 70% 70.0% 70.0% 70.0%
Strategic performance 30% 26.0% 25.5% 24.5%
Total bonus (as a percentage of maximum) 100% 96.0% 95.5% 94.5%
Total bonus (£’000) 1,920 908 908
50% of the total bonus for each Executive Director will be awarded in Company shares and deferred over three years vesting in equal
tranches, normally subject to continued service, in accordance with the rules of the Deferred 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 2024.
Restricted Share Plan (audited)
RSPawardedin2022
The first grant of an award under the Restricted Share Plan which was approved by shareholders at the AGM in 2022 was made on the 25
May 2022. The RSP award will vest three years after the date of grant on the 25 May 2025. The award was subject to the Committee’s
assessment of the underpin at the end of the performance period ending 31 December 2024.
The Committee assessed the following underpin for the RSP award:
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 annual 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) factors such as revenue,
profitability, absolute/relative TSR performance, cash generation and adherence to the dividend policy (to maintain 2x adjusted
earnings dividend cover);
> 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.
After each completed financial year, during the three year underpin assessment period, the Committee considered carefully and
documented progress towards achieving the underpin. Reflecting on the underlying strong financial and non-financial performance of the
Group over the three-year period, the Committee determined that the underpin has been achieved and therefore no scale back of the
award is required. The following points were considered by the Committee in arriving at this assessment:
> Above threshold performance levels had been achieved for the performance conditions for the annual bonus plan in each of the three
years during the RSP performance period.
> The Group has achieved strong financial performance in all three years of the performance period, including revenue growth during the
period. Reported Adjusted EBIT grew by 18%, 9% and 8% in 2022, 2023 and 2024 respectively. TSR performance has been upper
quartile in comparison to the FTSE 250 during the three year performance period. The Group maintained its dividend policy (2x
adjusted earnings dividend cover) during the performance period.
> The Committee was satisfied that the Executive Directors had strong performance against their strategic objectives, including building
on the Group’s competitive advantage through Fusion and other strategic initiatives, focus on ESG and management of day-day-risks.
The assessment of the underpin against both financial and non-financial considerations is shown in the next page.
Annual Report on Remuneration continued
2022-2024 Restricted Share Plan
Assessment
Considerations for the RSP underpin
2022 2023 2024
Threshold performance levels achieved
for the Bonus Plan for 3 years in the
vesting period.
Yes Yes Ye s
Revenue: reported revenue for the
3 year vesting period
£2,115m £2,191m £2,253m
Profitability: reported Group Adjusted
EBIT for the 3 year period
£275m £300m £324m
Relative TSR¹: measured against the comparator group FTSE 250
index
Upper quartile
Adherence to dividend policy to maintain dividend cover of 2
times adjusted post-tax earnings
2x adjusted post-tax earnings
Performance against strategic priorities designed to promote the
long-term success of the Group
Consideration of operating model improvements,
building on the Group’s competitive advantage,
digital and technology improvements,
focus on ESG, employee satisfaction and
the management of risk.
Total RSP vesting outcome 100%
1 The FTSE 250 comparator group excludes real estate companies and investment trusts.
Name Date of grant
Number
of shares granted Underpin achieved
Number
of shares vesting
Valueofawards
vesting¹
(including dividend
equivalents) £’000
Nicolas Breteau 25 May 2022 768,883 Yes 768,883 2,152
Robin Stewart 25 May 2022 455,179 Yes 455,179 1,274
Philip Price 25 May 2022 464,405 Ye s 464,405 1,300
1 The estimated vesting value is based on the three-month average of the closing share price to 31 December 2024 (£2.48) and includes dividend equivalents. The value will
be updated in next year’s directors remuneration report to reflect the actual share price on the vesting date. Vested awards are subject to a further two-year holding period.
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 2024 is shown below.
The Board believes that this index is most relevant as it comprises listed companies of a similar size.
Total shareholder return
75
100
150
125
200
175
225
Dec 24Dec 23Dec 22Dec 21Dec 20Dec 19Dec 18Dec 17Dec 16Dec 15Dec 14
TP ICAP FTSE 250 Index (excluding investment trusts)
Value (£) (rebased)
Source: Eikon from Refinitiv.
This graph shows the value, by 31 December 2024, of £100 invested in TP ICAP on 31 December 2014, compared with the value of £100
invested in the FTSE 250 Index (excluding investment trusts) on the same date.
FinancialStrategic
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024134 135
Governance
Chief Executive remuneration history
Year ended Name
Total
remuneration
£000
Annual bonus %
of max pay-out
LTI % of max
vesting
31 December 2024 Nicolas Breteau 4,902 96.0% 100%
31 December 2023 Nicolas Breteau⁴ 3,279 95.5% 27.2%
31 December 2022 Nicolas Breteau 1,919 62% 0%
31 December 2021 Nicolas Breteau 1,715 54% 0%
31 December 2020 Nicolas Breteau 1,937 75.0% 0%
31 December 2019 Nicolas Breteau 2,184 94.0% 0%
31 December 2018 Nicolas Breteau¹ 757 56.6% 0%
John Phizackerley² 325 0% 0%
31 December 2017 John Phizackerley³ 1,666 88% 62%
31 December 2016 John Phizackerley 3,381 94% 74%
31 December 2015 John Phizackerley 2,250 80% n/a
1 For the six-month period from 10 July 2018. Percentage represents the overall percentage score achieved on individual performance targets.
2 Total Remuneration includes base salary received through to termination date of 9 July 2018.
3 2017 reflects the final LTIs paid out in 2018 relating to 2017 reduced by the forfeiture of deferred bonus relating to 2017.
4 The 2021 LTIP vested on 12 November 2024. The value of the Long Term Incentive award has been calculated based on the number of LTIP shares vesting at 27.2% of
maximum using the actual share price at the point of vesting. The share price used to calculate the number of shares for the LTIP at the point of grant was £2.43 and the
actual share price used to calculate the value of the LTIP above in the single figure was £2.54, which represents a 5% increase in the share price.
Relative importance of spend on remuneration
The table below shows the expenditure and percentage change in overall spend on employee remuneration and dividend payments:
£m 2024 2023 % change
Employee remuneration¹ 1,404m 1,360m 3%
Shareholder dividends paid 113m 99m 14%
Share buyback² 48m 29m 66%
Total return to shareholders 161m 128m 26%
1 Employee remuneration includes employer’s social security costs, pension contributions and share awards.
2 Includes £48m share purchases as set out in note 33 to the consolidated financial statements. The figures for 2023 have been restated to be comparable with 2024
shareholder dividend paid/share buyback to reflect the inclusion of the £29m share buyback completed in the period.
Directors’ shareholdings and share interests (audited)
The interests (all beneficial) as at 31 December 2024 in the ordinary share capital of the Company were as follows:
Director RSP shares³
Unvested
deferred bonus
shares² Shares¹
Richard Berliand – – 150,000
Nicolas Breteau 1,758,174 742,117 786,758
Robin Stewart 1,041,809 342,545 375,296
Philip Price 1,060,764 352,044 426,383
Tracy Clarke – 14,000
Michael Heaney – – 91,000
Angela Crawford-Ingle – – 39,401
Mark Hemsley – – 22,000
Kath Cates 19,274
Amy Yip – – –
1 Shares owned outright.
2 Unvested shares awarded under the Deferred Bonus Plan, not subject to performance conditions. Share vesting is governed by the rules of the Plan.
3 The RSP shares figure above is the total number of shares awarded under the RSP. RSP shares are subject to the Committee’s assessment of an underpin. The 2022 RSP
award was granted on 25 May 2022 and will vest on 25 May 2025, with the RSP underpin assessed over the period 1 January 2022 to 31 December 2024. The vesting
outcome for the 2022 RSP award is 100% of maximum.
The Company operates a SAYE share option scheme on the same terms for all UK employees. Nicolas Breteau is a participant in the 2023
SAYE scheme with options over shares of 12,726. Robin Stewart and Philip Price participated in the 2022 SAYE scheme, with options over
shares of 15,003, respectively. There has been no change in Director’s shareholdings between 31 December 2024 and 11 March 2025.
Annual Report on Remuneration continued
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 Executive Directors have met their minimum
shareholding requirement and 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 2024¹
Value of shares held
asat31December2024²
Shareholding as % of base salary
as at 31 December 2024
Shareholding requirement
(% salary)
Nicolas Breteau 1,180,080 3,044,606 381% 300%
Robin Stewart 556,844 1,436,658 302% 200%
Philip Price 612,966 1,581,452 329% 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 £2.58 as at 31 December 2024.
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 28/03/24 442,634 £1,000 125%
See information
below on the
RSP underpin
31 March 2027 31 March 2029
Robin Stewart 28/03/24 262,814 £594 125% 31 March 2027 31 March 2029
Philip Price 28/03/24 265,580 £600 125% 31 March 2027 31 March 2029
Deferred shares awarded under the annual bonus²
Nicolas Breteau 28/03/24 414,790 £937 117%
n/a
31 March 2027 30 Sept 2027
Robin Stewart 28/03/24 195,533 £442 93% 31 March 2027 30 Sept 2027
Philip Price 28/03/24 196,585 £444 93% 31 March 2027 30 Sept 2027
1 The face value of the RSP awards was converted into a number of shares using a share price of £2.2592 being the five-day volume weighted average price up to
and including the date of grant on the 28 March 2024. The performance underpin will be assessed over the 3 year period 1 January 2024 and 31 December 2026
(the “Restricted Period”).
2 The face value of the deferred share awards was converted into a number of shares using a share price of £2.2592 , being the five-day volume weighted average price up
to and including the date of grant on the 28 March 2024. Note that the vesting date of 31 March 2027 represents the date on which the final tranche of the deferred share
award will vest and the end of the retention period on the 30 September 2027 also relates to the final tranche of the deferred share award.
RSP underpin assessment
The performance underpins applicable to the above RSP award 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 annual 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 to former Executive Directors during the year.
Chief Executive pay ratio
The table on the next page, compares the 2024 single total figure of remuneration for the CEO with that of the Group’s UK employees who
are paid at the 25th percentile (lower quartile), 50th percentile (median) and 75th percentile (upper quartile). The CEO pay ratio has
increased this year due to the increase in the 2024 single total figure of remuneration for the CEO, primarily due to the value of the 2022
RSP award, which was tested over the performance period 1 January 2022 to 31 December 2024, and is due to vest in May 2025. The Group
is focused on pay fairness across the workforce and the concept of offering greater certainty in remuneration to junior and lower paid
employees in the form of proportionally higher fixed pay is consistent with the pay and reward policies for the Group as a whole. The
Remuneration Committee considers the relative stability in the median pay ratio over the last six years to reflect the alignment of CEO and
all employee pay outcomes, albeit that the quantum of ‘at risk’ variable pay is higher for the CEO than for the wider workforce. The
Committee is also satisfied that the median pay ratio is consistent with the pay, reward and progression policies for our employee
population.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024136 137
Governance
Chief Executive pay ratio continued
Year Method
25
th
percentile
pay ratio
50
th
percentile
pay ratio
75
th
percentile
pay ratio
2024 A 73:1 40:1 20:1
2023 A 47:1 26:1 14:1
2022 A 31:1 17:1 9:1
2021 A 29:1 16:1 8:1
2020 A 34:1 18:1 8:1
2019 A 38:1 20:1 9:1
The Committee chose to use Option A to calculate the ratio as the data was available and the approach is considered to be the most
accurate. The employee data was taken as at 31 December 2024; employee means anyone employed under a contract of service.
A full-time equivalent total was created for part-time employees and the remuneration of employees hired during the year was
annualised. The resulting list was then ranked to identify the individuals at the 25th, 50th and 75th percentiles. The CEO pay ratios
were then calculated based on these percentiles.
The table below sets out the salary and total pay and benefits for the three identified quartile point employees. As shown below, total pay
has increased this year across all three percentiles due to an increase in the bonus spend for support staff. The movement in salary levels is
reflective of the range of compensation arrangements within the Group.
25
th
percentile 50
th
percentile 75
th
percentile
2024
Salary
56,500 90,000 183,000
Total pay and benefits 67,436 121,532 240,691
2023
Salary
£50,000 £96,000 £170,000
Total pay and benefits £65,189 £117,661 £221,336
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 five years.
% change in remuneration
between 2024 and 2023
% change in remuneration
between2023and2022
% change in remuneration
between2022and2021
% change in remuneration
between2021and2020
% change in remuneration
between2020and2019
Salary/
fee
Taxable
benefits⁸
Short-
term
variable
pay
Salary/
fee
Taxable
5
benefits
Short-
term
variable
pay
Salary/
fee
Taxable
benefits
Short-
term
variable
pay
Salary/
fee
Taxable
benefits
Short-
term
variable
pay
Salary/
fee
Taxable
benefits
Short-
term
variable
pay
CEO 2% 48% 2% 5% 453% 61% 4% 2% 17% 7% 5% -21% 3% 3% -17%
CFO
2% 49% 3% 5% 335% 64% 1% 2% 28% 1% 5% -33% 2% 3% -19%
GGC 1% 216% 2% 5% 99% 59% 2% 2% 21% 2% 5% -30% 3% 3% -17%
R Berliand 0% n/a n/a 0% n/a n/a 0% n/a n/a 0% n/a n/a 5% n/a n/a
T Clarke¹ 0% n/a n/a 0% n/a n/a 6% n/a n/a n/a n/a n/a n/a n/a n/a
M Heaney⁷ -2% -100% n/a -8% 5015% n/a 21% n/a n/a -12% n/a n/a 2% n/a n/a
A
Crawford-
Ingle² 0% -91% n/a 0% -16% n/a 5% n/a n/a 39% n/a n/a n/a n/a n/a
M
Hemsley³ 0% n/a n/a 0% n/a n/a 0% n/a n/a 29% n/a n/a n/a n/a n/a
K Cates⁴ 2% n/a n/a 12% n/a n/a 13% n/a n/a n/a n/a n/a n/a n/a n/a
Amy Yip⁶ n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Employees 3% 22% 16% 8% -1% 18% 14% 2% 41% 4% 7% -28% 2% 10% -15%
1 Appointed as Remuneration Committee Chair on 12 May 2021.
2 Appointed to the Board on 16 March 2020.
3 Appointed to the Board on 16 March 2020.
4 Appointed to the Board on 1 February 2021.
5 Although NED expenses tax settled through a PAYE Settlement Agreement (‘PSA’) is available for the 2021/2022 and 2022/2023 income tax year, information for prior years is not
readily available. Year-on-year percentage change is therefore shown as n/a. Disclosure of the percentage change in taxable benefits for NEDs will be available going forwards.
6 Appointed as a Director with effect from 1 September 2023. Percentage change is shown as n/a as she received pro-rated fees in respect of 2023.
7 The increase in taxable benefits reflects the additional travel to Board and Committee meetings during the period 2022/2023.
8 The percentage increase in taxable benefits figure for the GGC between 2023 to 2024 is due to the Electric Vehicle car allowance. All UK employees are eligible to
participate in an Electric Vehicle leasing scheme. For a select number of senior managers, the Company pays a portion of the monthly lease cost.
Annual Report on Remuneration continued
Short-term variable pay includes annual bonus (both cash and deferred bonus). As the Parent Company does not have employees, the data
above represents a voluntary disclosure against a suitable comparator group. A large portion of the Group’s remuneration is payable to
Brokers who earn a significant portion of their income as contractual bonus based on a formula linked to revenue. It is therefore considered
that a comparison of the Executive Director’s remuneration with that of UK non-broker staff is more meaningful than a comparison with all
employees.
Employee calculations are based on an average percentage change in salary and short-term variable pay on a same-store comparison i.e.
when comparing employees who have been employed by the firm for both performance years 2023 and 2024. The average increase in
employees’ short-term variable pay between 2023 and 2024 is 16%.
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 2024
was as follows:
Fees Benefits³ Total
2024
£’000
2023
£’000
2024
£
2023
£
2024
£’000
2023
£’000
Richard Berliand 300 300 1,130 – 301 300
Tracy Clarke 95 95 – – 95 95
Michael Heaney¹ 135 138 – 17,000 135 155
Angela Crawford-Ingle
105 105 60 600 105 106
Mark Hemsley 90 90 60 – 90 90
Kath Cates 120 118 0 – 120 118
Amy Yip² 135 45 11,500 – 146 45
1 On 1 March 2023 Michael Heaney stepped down as Senior Independent Director and Kath Cates took over the role. The difference in fees reflects this change in SID role.
2 Amy Yip was appointed as a Director with effect from 1 September 2023. The increase from 2023 to 2024 represents the full year fees payable in 2024.
3 Note that 2023 and 2024 disclosure is in £ not £’000. The figures show expenses tax settled through a PAYE Settlement Agreement (‘PSA’) in respect of the 2023/2024 and
2022/2023 tax years.
Non-executive Director fees
A review of the fees for the Chair of the Board and the other Non-Executive Director fees was undertaken in light of the time commitment
and work required by the NEDs in the delivery of their duties. The review considered the market context and appropriate peers in the
financial services sector and determined that the fees were behind market. The NED fees have not been increased since January 2020.
To that end, the fees for the Non-executive Directors for 2025 will increase as follows:
£m
Fees from
1 January 2025
Fees from
1 January 2024
Chair £350,000 £300,000
Base fee £75,000 £70,000
Senior Independent Director £20,000 £15,000
Chair of the Audit, Risk and Remuneration Committees £30,000 £25,000
Membership of the Audit, Risk and Remuneration Committees £12,000 £10,000
Overseas-based NED supplement £35,000 £35,000
Regional Engagement NED £10,000 £10,000
Non-executive Directors received no other benefits or other remuneration other than reimbursement of all reasonable and properly
documented travel, hotel and other incidental expenses incurred in the performance of their duties and any tax and social costs arising
thereon. Non-executive Directors based overseas will be reimbursed for reasonable costs of travel and accommodation for trips to London
to attend Board meetings. Any UK tax liability thereon will be met by the Company.
Voting at the 2024 AGM
At the AGM held on 15 May 2024, the following votes were cast in respect of the Directors’ Remuneration Report. The votes shown below in
relation to the Directors’ Remuneration Policy were cast on 11 May 2022.
For¹,² Against¹ Voteswithheld¹
Number % Number % Number
Approval of the Directors’ Remuneration Report 575,853,928 97.67 13,711,578 2.33 67,491,876
Approval of the Directors’ Remuneration Policy 602,189,092 85.17 104,878,431 14.83 10,400
1 Votes ‘For’ and ‘Against’ are expressed as a percentage of votes cast. A ‘Vote withheld’ is not a vote in law.
2 Votes ‘For’ includes those giving the Chairman discretion.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024138 139
Governance
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.
Remuneration Committee
Members of the Remuneration Committee during the year were:
Tracy Clarke (Chair), Richard Berliand, Amy Yip 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 ethnicity pay
gaps and overseeing the implementation of actions identified as
being required;
> Ensuring Executive Director remuneration is in line with the most
recent Directors’ Remuneration Policy and that wider workforce
pay has been considered when setting Executive pay;
> Setting appropriately challenging incentive targets for the
Executive Directors;
> Ensuring risk management and conduct events are reflected in
remuneration outcomes;
> Determining and approving the rules of any new employee share
scheme or other equity-based long-term incentive programme or
any new performance related pay schemes and total annual
payments under such schemes;
> Reviewing and approving the total incentive pools for the
non-broking workforce, save with respect to the senior
management population;
> Reviewing and approving, after consultation with the
Chief Executive, the level and structure of remuneration for
senior management;
> Reviewing and approving the level and structure of remuneration
for the Heads of Control Functions; and
> Keeping under review a formal policy for post-employment
shareholding requirements encompassing both unvested and
vested shares.
Key Remuneration Committee activities in 2024
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’ 2024 Bonus and the RSP underpin;
> Setting specific 2024 strategic performance objectives for
each of the Executive Directors to assess 30% of their 2024
Annual Bonus;
> Reviewing the Executive Director Remuneration Policy, including
consulting with shareholders and considering shareholder feedback.
> 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
> 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 2024.
The alignment of Executive remuneration with wider
Company pay policy
The employees of TP ICAP are critical to its long-term success and
the Remuneration Committee is responsible for developing and
maintaining formal and transparent policies on remuneration for
the Company’s employees.
Our philosophy on remuneration, that applies to all employees:
> We seek to attract and retain high-performing and motivated
employees and remunerate them with a competitive base salary;
> We align reward with the delivery of the Group’s business
strategy, values, key priorities and long-term goals;
> We reward behaviours that both create sustainable results in line
with our core values of accountability, authenticity, adaptability
and do not encourage excessive risk taking and are in line with
our current risk conduct framework;
> We align remuneration with the principle of protection of
customers and the prevention of conflicts of interest;
> We deliver some elements of compensation as shares in the
Company to align senior employee, Executive and shareholder
interests; and
> We provide standard benefits that apply across all employee groups.
2025 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
2025 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 2025
Base salaries
It was agreed that the following increases would apply for the
Executive Directors:
> Chief Executive: £800,000 (no increase)
> Chief Financial Officer: £505,000 (6% increase)
> Group General Counsel: £485,000 (1% increase)
Annual bonus
The annual bonus will continue to be based on the existing
scorecard of financial and strategic performance targets aligned to
the business strategy, conduct and risk KPIs. Subject to shareholder
approval at the AGM, the CEO’s maximum bonus opportunity will
increase from 250% to 300% of base salary. For the other Executive
Directors, the maximum bonus opportunity will remain at 200% of
base salary. 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.
RSP
Following a pre-grant assessment in early March 2025, the
Committee intends to grant Restricted Share Awards under the
existing Policy limits of 125% of salary for all Executive Directors.
Subject to shareholder approval of the new Policy, the Committee
intends to grant ‘top-up’ awards, as soon as practicable following
the AGM to bring the in-year awards for 2025 up to the new Policy
maximum of 200% of salary for the CEO and 150% for the CFO and
the GGC. The Restricted Share Awards will vest after three years,
subject to the Committee’s assessment of an underpin at the end of
2027. 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 2024, Alvarez & Marsal (‘A&M’) provided external
remuneration advice to the Remuneration Committee. A&M were
appointed as the Remuneration Committee advisers in June 2023
to provide independent advice on remuneration policy and
implementation. A&M is a signatory to the Remuneration
Consultants Group Code of Conduct which requires it to provide
objective and impartial advice.
The Remuneration Committee is satisfied that the A&M engagement
partner and team providing remuneration advice to the Committee
do not have connections with TP ICAP that might impair their
independence or objectivity. The fees payable for remuneration
advice provided by A&M in 2024 were £182,629 (excluding VAT),
based on the consulting time required. The Committee is satisfied
that these fees are appropriate for the work undertaken. No other
services were provided by A&M to the Committee during the year.
During the year, Deloitte LLP provided external remuneration
advice to the Remuneration Committee to support with the review
of the Directors Remuneration Policy. The fees payable for
remuneration advice provided by Deloitte during 2024 were
£10,500 (excluding VAT), based on the consulting time required.
Deloitte is a founding member of the Remuneration Consultants
Group and voluntarily operates under the Code of Conduct in
relation to executive remuneration consulting in the UK.
Separately, Deloitte also provided audit services and certain other
non-audit services, permissible under audit independence rules,
prior to stepping down as auditors during 2024. No other services
were provided by Deloitte during the year.
Tapestry provided advice on law and regulation in relation
to employee incentive matters.
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
11 March 2025
Annual Report on Remuneration continued
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024140 141
Governance
Directors’ report
The Directors present their report together with the audited Consolidated Financial Statements for the year ended 31 December 2024. This
Directors’ report, together with the Strategic report on pages 12 to 73, form the Management report for the purposes of the FCA’s
Disclosure Transparency Rule (‘DTR’) 4.1.5R(2) and DTR 4.1.8R.
TP ICAP Group plc is incorporated as a public limited company and is registered in Jersey with the registered number 130617. The
Company’s registered office is 22 Grenville Street, St Helier, Jersey, JE4 8PX. Although the Company is subject to Companies (Jersey) Law
1991, the following report also includes certain disclosures required for a UK incorporated company under the UK Companies Act 2006 in
the interests of good governance.
As permitted by legislation, the following statements made pursuant to company law, the UK Listing Authority’s Listing Rules, and the
Disclosure Guidance and Transparency Rules are set out elsewhere in this Annual Report and are incorporated into this report by reference:
Disclosure Location
Board of Directors Board of Directors (pages 80 to 83)
Results for the year Consolidated Income Statement (page 153)
Dividends Strategic report (pages 3)
DTR 7 Corporate Governance Statement (excluding DTR 7.2.6, which
is covered by this Directors’ report)
Governance report (pages 74 to 145)
How the Directors have engaged with and had regard to employees Strategic report, Stakeholder engagement (page 56)
How the Directors have had regard to the need to foster business
relationships with stakeholders
Strategic report, Stakeholder engagement (page 56)
Directors’ share interests Report of the Remuneration Committee (page 136)
Financial instruments Note 31 to the Consolidated Financial Statements (page 196)
Viability statement Strategic report (page 58)
Going concern statement Strategic report (page 58)
Principal risks and uncertainties Strategic report (pages 59 to 63)
Human rights and equal opportunities Strategic report (page 41)
Related party transactions Note 40 to the Consolidated Financial Statements (page 208)
Business activities and performance Strategic report (pages 4 to 23)
Financial position Strategic report (pages to 53)
Key risk analysis Strategic report (pages 59 to 63)
Loans and other provisions Notes 3, 26 and 28 to the Consolidated Financial Statements
(pages 159, 187, 189)
Issued share capital Note 32 to the Consolidated Financial Statements (page 197)
Future developments Strategic report (pages 4 to 23)
Purchase of own shares (Share Buyback) Note 32 (page 197)
Statement of Directors’ responsibilities Directors' report (page 145)
Diversity and inclusion Sustainability report page (page 32)
Board diversity Governance report (page 77), Nominations & Governance
Committee (page 98)
Board activity and culture Governance report (pages 90 to 92)
Board training and Board effectiveness Governance report (pages 92 to 95)
Post balance sheet events
There are no post balance sheet events.
Treasury shares
Ordinary shares held by the Company in treasury do not carry
voting rights. If the treasury shares are subsequently sold or
transferred for the purposes of satisfying an employee share
scheme as permitted by the Companies (Jersey) Law 1991, then
the shares, at this point, will again carry their full voting rights.
Further details on treasury shares can be found in Note 3 to the
financial statements.
Note that treasury shares are ordinary shares previously
repurchased by the Company but not cancelled (and therefore
deducted from equity and included within the Treasury share
reserve) and, as they are no longer outstanding, they are
excluded for earnings per share and voting rights purposes.
Further details on issued share capital can be found in Note 33
to the financial statements.
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.
Purchase of own shares
Following the completion of its first buyback programme of £30m
in January 2024, the Group commenced a second further share
buyback programme for a maximum of £30m each in March 2024
(the ‘Second Buyback') and in August 2024 (the ‘Third Buyback') in
order to reduce the capital of the Company and/or meet
obligations under employee share schemes. Ordinary shares
purchased under the buyback that are not cancelled will have their
rights to dividend receipt waived by the Company. Following the
Group’s share buyback programmes, the Company’s issued
ordinary share capital consists of 795,390,932 ordinary shares of
which a total of 42,852,543 shares are held in treasury as at 11
March 2024. The remaining 752,538,389 shares represent the total
voting rights in the Company and may be used by shareholders as
the denominator for the calculations by which they can determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the Financial Conduct Authority’s
Disclosure Guidance and Transparency Rules.
Restriction on transfer of securities
There are no specific restrictions on the size of a holding nor on the
transfer of shares, both of which are governed by the provisions in
the Articles and prevailing legislation. The Directors are not aware
of any agreements between holders of the Company’s shares that
may result in restrictions on the transfer of securities or on voting
rights, nor are there any arrangements by which, with the
Company’s cooperation, financial rights carried by securities are
held by a person other than the holder of those securities.
Articles of Association (‘Articles’)
The Articles may only be amended by special resolution of the
shareholders and were last amended in February 2021. The Articles
provide that, at each Annual General Meeting, 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’ interests in contracts of significance
Linked to the above, no Director declared a material interest in any
contracts of significance subsisting during the period under review,
to which the Company or one of its subsidiary undertakings was
a party.
Directors’ indemnity arrangements
The Company maintains liability insurance for its Directors and
officers to the extent allowed by Companies (Jersey) Law 1991 and
the Company’s Articles of Association. This includes directors of the
Company’s subsidiaries. The Company provides a standard
indemnity against certain liabilities that Directors may incur in their
capacity as a Director of the Company. The liability insurance
provided to a Director does not provide cover in the event a ruling
of actual dishonest or fraudulent activity is found. The principal
employer of the Tullett Prebon Pension Scheme has given
indemnities to the Directors who are trustees of that Scheme.
Powers of the Directors
Subject to the Company’s Articles of Association, the Companies
(Jersey) Law 1991 and special resolution of the Company, the
business of the Company shall be managed by the Board of
Directors which may exercise all the powers of the Company.
Directors’ authority to allot shares
The Directors were granted at the 2024 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 £64,312,145.25 (subject to restrictions
specified in the relevant resolutions) and to purchase up to
77,174,574 ordinary shares.
During 2024, 42,852,543 shares were purchased in the market
under the authority granted at the 2024 AGM and are held
in Treasury.
Significant agreements and change of control
The Company’s banking facilities give the lenders the right not to
renew loans and to cancel commitments in the event of a change of
control. TP ICAP’s share schemes contain provisions relating to
change of control, subject to the satisfaction of relevant
performance conditions and pro-rata for time, if appropriate. 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 with disabilities
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.
Statement of engagement with employees
Our employees are kept well-informed about relevant matters and
the Group’s performance through a diverse range of internal
communication channels. These include emails, town hall meetings,
the intranet, and our regular Group-wide newsletter, The Wire. In
2024, we expanded our communication efforts by introducing a
regular internal TV series, WireTV, and a new employee app.
As a Jersey registered company, TP ICAP is not required to include
a Non-Financial and Sustainability Information Statement, or a
response to the Climate-related Financial Disclosures (‘CRFD’)
in this Annual Report and Accounts . However, as a UK-listed
company, we respond to the FCA Listing Rule LR 9.8.6R(8) on
climate-related disclosure on pages 64 to 73 of this report .
Listing Rule 6.6.1 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 114 to 141) and incorporated into
this report by reference. Other than as indicated, there are no
further disclosures to be made under Listing Rule 6.6.1
The voting rights of the ordinary shares held by the TP ICAP plc
Employment Benefit Trust (formally the Tullett Prebon plc Employee
Benefit Trust 2007) and TP ICAP Group plc Employee Benefit Trust
are exercisable by the trustees in accordance with their fiduciary
duties. The right to receive dividends on these shares has been
waived. Details of employee share schemes are set out in Note 34 to
the Consolidated Financial Statements on pages 200 to 202.
Listing Rule 6.6.6 R (10) disclosure
The Company is supportive of the FCA’s drive to increase gender
and ethnicity diversity among the boards and executive
management of premium and standard listed companies. As at
31 December 2024, the Board comprised 40% women. Our Senior
Independent Director is a woman, and one member of the Board is
from a minority ethnic background. There have been no changes of
Directors since 11 March 2024.
The Company’s approach to collecting the data used for the
purposes of making these disclosures is on the basis of self-reporting
by individuals from a pre-populated list available in the employee
self-service module.
The Nominations & Governance Committee and the Board will
continue to focus on the new disclosure requirements for the year
ending 31 December 2025 as a part of Board and senior
management succession planning.
Read more
Full numerical data on our Board and Executive Management
diversity can be found on page 77.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024142 143
Governance
Directors’ report continued Statement of Directors’ responsibilities
The Group actively seeks employee input and considers their
perspectives in the Board’s decision-making processes. We use
surveys to encourage employee involvement in the Company’s
performance. Additionally, our Workforce Engagement Programme
has been enhanced, with Mark Hemsley, Michael Heaney, and Amy
Yip representing the Board in engaging with the workforce across
the EMEA, Americas, and Asia Pacific regions, respectively.
For more information on employee engagement, see Stakeholder
engagement on pages 54 to 57.
Statement of engagement with suppliers, customers
and other stakeholders
See Stakeholder engagement on pages 54 to 57 for full details of
the Group's engagement activities with all of its stakeholders.
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 2024, no political donations were made by the
Group (2023: £nil).
Substantial shareholders
The following table shows the holdings of the Company’s total
voting rights attached to the Company’s issued ordinary share
capital, as notified to the Company in accordance with DTR 5 of the
FCA’s Disclosure Guidance and Transparency Rules as at 31
December 2024.
% direct
holding
% indirect
holding
Total number of
shares held
As at 31
December
2024
total % of
voting
rights of the
issued share
capital*
Liontrust Asset
Management plc 9.89 – 77,137,387 9.89
Schroders plc 5.27 39,951,382 5.27
Jupiter Asset
Management
Limited 4.89 37,116,063 4.89
BlackRock Inc. 5.47 38,698,983 5.0
Ameriprise
Financial Inc. 4.98 37,790,335 4.98
Silchester
International
Investors LLP 5.04 27,955,435 5.04
* Percentages provided were correct at the date of notification on 20 November
2023, 13 November 2024, 25 October 2024, 19 December 2024 and 17 July 2017.
The following notifications were received by the Company between
31 December 2024 and 5 March 2025, being the latest practicable
date prior to the publication of this report:
% direct
holding
% indirect
holding
Total number
of shares held
As at 5
March 2025
total % of
voting
rights of the
issued share
capital
Ameriprise
Financial Inc. 5.0 37,668,021 5.0
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.
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 Group and of the profit or loss of the
Company and the Group for that period.
In the case of the 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 and the Group'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 and
the Group’s transactions and disclose with reasonable accuracy at
any time the financial position of the Company and the Group 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 the Group 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 Group’s
website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
Further information about the Company’s share capital is given in
Note 32 of the Consolidated Financial Statements.
Greenhouse gas (GHG) emission
TP ICAP, as an office-based business, is not engaged in activities
that are generally regarded as having a high environmental
impact. However, the Board has agreed that it will seek to adopt
policies to safeguard the environment to meet statutory
requirements or where such policies are commercially sensible.
The emission of greenhouse gases resulting from office-based
business activities and business travel, is the Company’s main
environmental impact and statistics relating to these emissions are
set out in the Strategic report on page 73.
Auditor
It is the intention that PricewaterhouseCoopers LLP (‘PwC’) will
continue to act as the Company’s external auditor for the year
ending 31 December 2025 and this will be presented to
shareholders for approval at the forthcoming Annual General
Meeting (‘AGM’).
Disclosure of information to the auditor
Each of the persons who is a Director at the date of approval of this
Annual Report confirms that:
So far as the Director is aware, there is no relevant audit
information of which the Company’s auditor is unaware; and the
Director has taken all steps that they ought to have taken as a
Director in order to make themselves aware of any relevant audit
information and to establish that the Company’s auditor is aware
of that information.
Annual General Meeting
The AGM of the Company will be held at 2.15 pm BST on 14 May
2025. 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 12 May 2025 (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.
The Directors believe that the resolutions for consideration at this
year’s AGM are in the best interests of the Company and its
shareholders, and unanimously recommend that shareholders vote
in favour of the resolutions.
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.
Approved by the Directors and signed on behalf of the Board.
Vicky Hart
Group Company Secretary
11 March 2025
Responsibility statement
Each of the Directors, whose names and functions are set out on
pages 80 to 83 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 Group 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 Group 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 and the
Group’s position, performance, business model and strategy.
On behalf of the Board.
Chief Executive Officer
11 March 2025
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024144 145
Governance
Independent Auditor’s Report to the members of TP ICAP Group plc
Keyauditmatter Howourauditaddressedthekeyauditmatter
Carrying value of goodwill and acquired intangibles
The Group has goodwill of £1,159m and customer relationships on
acquisition of £408m as at 31 December 2024, predominantly
related to the acquisitions of ICAP and Liquidnet.
As described in the Group’s accounting policy within Note 3
“Summary of significant accounting policies” and as disclosed in
Note 14 "Intangible assets arising on consolidation", goodwill is
assessed for impairment at least annually, irrespective of whether or
not indicators of impairment exist. The Group performs its annual
impairment assessment of goodwill and acquired intangible assets
as at 30 September 2024 with a subsequent assessment for triggers
as at 31 December 2024. Customer relationships capitalised on
acquisition are reviewed for indicators of impairment at each
balance sheet date and, if an indicator of impairment exists, an
impairment assessment is performed.
Impairment assessments are performed by comparing the carrying
amount of each cash generating unit (‘CGU’) to its recoverable
amount, using the higher of value in use (‘VIU’) or fair value less costs
to dispose (‘FVLCD’). The VIU approach was used to assess the
recoverable amount of all CGUs as at 30 September 2024. The
Group has not recognised an impairment charge related to goodwill
and acquired customer relationships as at 31 December 2024.
The impairment assessment encompasses management judgement
in forecasting expected future cash flows for each CGU and customer
relationship asset. In addition, we determined that there is a
significant audit risk over the impairment assessment of goodwill
and other intangible assets for CGUs Energy and Commodities,
Liquidnet Agency Execution and Liquidnet Equities, as well as
Liquidnet Equities customer relationships, specifically in respect of
the following key assumptions: discount rate, revenue growth rate
and contribution margin.
As a consequence of the above we assessed this to be a key
audit matter.
We performed the following procedures:
> We evaluated the design and implementation of key controls in
accordance with ISA (UK) 315 (Revised).
> We assessed and tested the determination of carrying values of
the CGUs.
> For forecast revenue and contribution growth rate assumptions,
we challenged management’s assumptions with reference to
recent performance, including comparing growth rates to those
achieved historically and to external market data, where
available. Our assessment included consideration of contradictory
information, where identified.
> We agreed the cash flow forecasts used in the impairment model
to the Board approved baseline budgets.
> We tested the mathematical accuracy of the model, validating
whether formulas have been applied appropriately and in line
with methodology.
> We engaged experts to evaluate the appropriateness and
application of the methodology used, and the reasonableness of
the discount rate assumptions used.
> Our valuation experts independently derived a discount rate
range and we compared this to the rate used by management.
> We obtained corroborating evidence for churn rate and revenue
assumptions in relation to Liquidnet Equities customer
relationships.
Based on the work performed, and the evidence obtained, we
concluded that the key assumptions adopted by management were
reasonable and supportable, and that the assessment performed
was compliant with the requirements of IAS36.
Report on the audit of the financial statements
Opinion
In our opinion, TP ICAP Group plc’s group financial statements:
> give a true and fair view of the state of the group’s affairs as at
31 December 2024 and of its profit and cash flows for the year
then ended;
> have been properly prepared in accordance with UK-adopted
international accounting standards; and
> have been prepared in accordance with the requirements of the
Companies (Jersey) Law 1991.
We have audited the financial statements, included within the
Annual Report, which comprise: the consolidated balance sheet as
at 31 December 2024; the consolidated income statement, the
consolidated statement of comprehensive income, the consolidated
statement of changes in equity and the consolidated cash flow
statement for the year then ended; and the notes to the financial
statements, which include a description of the significant
accounting policies.
Our opinion is consistent with our reporting to the Audit Committee.
Separate opinion in relation to international financial
reporting standards adopted pursuant to Regulation
(EC) No 1606/2002 as it applies in the European Union
As explained in note 2 to the financial statements, the group, in
addition to applying UK-adopted international accounting
standards, has also applied international financial reporting
standards adopted pursuant to Regulation (EC) No 1606/2002 as it
applies in the European Union.
In our opinion, the group financial statements have been properly
prepared in accordance with international financial reporting
standards adopted pursuant to Regulation (EC) No 1606/2002 as it
applies in the European Union.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities under ISAs (UK) are further described in the
Auditors’ responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for
our opinion.
Independence
We remained independent of the group in accordance with the
ethical requirements that are relevant to our audit of the financial
statements in the UK, which includes the Financial Reporting
Council’s (“FRC”) Ethical Standard, as applicable to listed public
interest entities in accordance with the requirements of the Crown
Dependencies' Audit Rules and Guidance for market-traded
companies, and we have fulfilled our other ethical responsibilities
in accordance with these requirements.
To the best of our knowledge and belief, we declare that
non-audit services prohibited by the FRC’s Ethical Standard
were not provided.
Other than those disclosed in Note 5 to the financial statements, we
have provided no non-audit services to the group or its controlled
undertakings in the period under audit.
Our audit approach
Context
This is our first year of audit. Under the Companies (Jersey) Law
1991 (the "Law"), the group is required to prepare financial
statements and to file these with the Jersey Registrar of Companies.
We are required under Article 113A of the Law to audit those
financial statements. After appointment, we met with
management to understand the business and to gather information
which we needed to plan our first audit effectively. We met with the
former auditors and reviewed their audit working papers to obtain
evidence over the 2023 opening balance sheet and comparative
financial information.
Overview
Audit scope
> The scope of our audit and the nature, timing and extent of audit
procedures performed were determined by our risk assessment,
the financial significance of components and other qualitative
factors (including history of misstatement through fraud or error).
> We performed audit procedures over components considered to
be significant due to risk or size in the context of the group (full
scope audit), and further audit procedures over certain non-
significant components.
> Our audit plan was discussed with the Audit Committee in July
2024 and updates were provided at subsequent stages of the
audit. We executed the planned approach and concluded based
on the results of our testing, ensuring that sufficient audit
evidence has been obtained to support our opinion. We discussed
the results of our audit with the Audit Committee. We also
discussed the key audit matters at the conclusion of the audit.
Key audit matters
> Carrying value of goodwill and acquired intangibles
> Name passing brokerage revenue
Materiality
> Overall materiality: £12,550,000 (rounded) based on 5%
of adjusted profit before tax from continuing operations.
> Performance materiality: £8,150,000 (rounded).
The scope of our audit
As part of designing our audit, we determined materiality
and assessed the risks of material misstatement in the
financial statements.
Keyauditmatters
Key audit matters are those matters that, in the auditors’
professional judgement, were of most significance in the audit of
the financial statements of the current period and include the most
significant assessed risks of material misstatement (whether or not
due to fraud) identified by the auditors, including those which had
the greatest effect on: the overall audit strategy; the allocation of
resources in the audit; and directing the efforts of the engagement
team. These matters, and any comments we make on the results
of our procedures thereon, were addressed in the context of our
audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on
these matters.
This is not a complete list of all risks identified by our audit.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024146 147
Financial statements
Independent Auditor’s Report to the members of TP ICAP Group plc
continued
Keyauditmatter Howourauditaddressedthekeyauditmatter
Name Passing Brokerage Revenue
The Group’s revenue streams comprise name passing (£1,379m
revenue in 2024), matched principal (£452m), executing broker
(£143m), data and analytics price information fees (£191m) and
introducing broker (Liquidnet) (£88m) (As disclosed in Note 4 -
“Segmental Analysis”).
Matched principal and introducing broker revenue is primarily
settled on a delivery vs payment basis with settlement only taking a
few business days; exchange give-up relies on counterparties
claiming their trades directly on the exchange; and data sales
revenue is calculated based on underlying contracts.
We assessed there to be increased risk for name passing brokerage
revenue as discussed below.
Name passing brokerage revenue is the commission earned for the
matching of buyers and sellers of financial instruments. The Group
has an agency role in the transaction and commissions are invoiced
for the service provided. The name passing revenue stream is the
largest for the Group comprising 61% (FY23: 62%) or £1.38bn of total
revenue (£2.25bn), as disclosed in Note 4 - “Segmental Analysis”.
There is a risk that incorrect brokerage rates are applied as brokers
have discretion to override contractual rates in the front office
systems, and the ability to suppress trade confirmations being sent
to counterparties at the point of trade execution. Additionally,
brokers in key markets are remunerated based on revenue recorded
but not yet settled. We have therefore not rebutted the presumption
that there is a significant audit risk relating to the risk of fraud in
revenue recognition for unsettled name passing brokerage revenue.
Name passing revenue is invoiced on a monthly basis, however, the
cash collection period is typically longer for name passing revenue
compared to other revenue streams. At 31 December 2024, the
Group had gross trade receivables of £299m (2023: £309m), as
disclosed in Note 24 – “Trade and other receivables” and a large
proportion of this relates to name passing brokerage revenue.
Given the substantial amount of audit work performed in relation to
name passing brokerage revenue and associated receivables, as well
as the degree of risk assessed in respect of unsettled invoices relating
to name passing revenue recorded in the current and earlier periods
based on the facts noted above, we assessed this to be a key
audit matter.
In order to address these areas, including the risk of fraud in revenue
recognition relating to name passing brokerage revenue, we
performed the following procedures:
> We evaluated the design and implementation of key controls in
accordance with ISA (UK) 315 (Revised).
> For a sample of trades, we agreed the inputs to the brokerage
calculation back to contractual rate cards and trade
confirmations. We recalculated the revenue based on the verified
inputs.
> For certain entities contributing material elements of name
passing brokerage revenue, we tested revenue, recorded as having
been settled, to cash receipts and investigated any differences.
> For unsettled name passing brokerage receivables, we increased
our sample size and sent audit confirmations directly to clients to
confirm the amount outstanding at the period end.
> Where responses were not received, or differences were
highlighted, we obtained further evidence through alternative
procedures. This included validating any amounts subsequently
settled after year end to cash, and inspecting correspondence with
clients to assess the amount and recoverability.
Based on the procedures performed and evidence obtained we
concluded that the name passing brokerage revenue, and associated
receivables, were appropriately recognised in the year.
Howwetailoredtheauditscope
We tailored the scope of our audit to ensure that we performed
enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the
group, the accounting processes and controls, and the industry in
which the business operates.
The group comprises a large number of subsidiaries which operate
within 3 regions, namely Europe, Middle East and Africa (EMEA),
Americas (AMER) and Asia Pacific (APAC). We considered which
entities (“components”) required a full scope audit either due to
being significant due to size or due to their risk characteristics,
including a history of misstatements due to fraud or error, or the
audit of one or more financial statement line items in the context of
the group’s consolidated financial statements.
We identified the significant audit risks which relate to the group as
a whole. The risks of material misstatement can be reduced to an
acceptable level by testing the most financially significant entities
within the group and those that drive particular significant risks
identified as part of our risk assessment. This ensures sufficient
coverage has been obtained for each financial statement line item
(‘FSLI’). We updated our assessment of risks during the audit to
ensure our audit procedures were aligned with that evolving risk
assessment, and where necessary our scope of work was changed.
We performed a full scope audit over 13 components within the
Group. Further audit procedures were performed over 4 additional
components. The audit work over certain components were
performed by other PwC network firms located within the US and
Singapore. All other audit work was performed by PwC UK.
We instructed component auditors reporting to us on full scope
audits to work to assigned materiality levels reflecting the size of
the operations they audited. Throughout the audit, the group audit
team were in active dialogue with the auditors of the in scope
components, including being involved in how they planned and
performed their work. As this was our first year as the Group’s
auditor, in April 2024, we held a meeting in the UK with the
partners and senior staff from the group audit team and the other
PwC teams undertaking audits of the full scope components. The
meeting focused on sharing relevant information about the group,
its control environment and financial reporting arrangements, as
well as our initial audit risk assessment and significant audit risks.
During the year, senior members of our team participated in at
least one in-person site visit to our full scope audit locations. We
also met with management for our full scope components at half
year and year end.
Some financial reporting processes and controls are performed
centrally at the TP ICAP Group level, such as financial reporting
processes, including the impairment assessment of intangible assets
arising on consolidation, impairment assessment of investment in
joint ventures and associates, consolidation of the group’s results,
the preparation of consolidated financial statements, global cost
allocations, group intercompany eliminations, calculations of
internal borrowing rate for leases and the accounting of share-
based payments under IFRS 2. TP ICAP’s technology function is also
largely centralised. For these areas, audit work was performed by
PwC UK and this may have supported specific balances in other
components. This audit work, together with analytical review
procedures also addressed the risk of material misstatement for
balances in entities that were not an in-scope component.
Our audit work over significant and non-significant components
covered approximately 85% of total assets and 75% of
total revenues.
The impact of climate risk on our audit
In considering the impact of climate risk on our audit, we:
> Made enquiries of management to understand the extent of the
potential impact of climate risk on the financial statements and
we remained alert when performing our audit procedures for any
indicators of the impact of climate risk.
> Evaluated and challenged management's assessment of the
impact of climate risk on the financial statements, and reviewed
any related disclosures including those in Note 14 - “Intangible
assets arising on consolidation”.
> Read the disclosures in relation to climate risk made in the other
information within the Annual Report to ascertain whether the
disclosures are materially consistent with the financial statements
and our knowledge from our audit. Our responsibility over other
information is further described in the Reporting on other
information section of our report.
Our procedures did not identify any material climate impacts on
the group financial statements.
Materiality
The scope of our audit was influenced by our application of
materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to
determine the scope of our audit and the nature, timing and extent
of our audit procedures on the individual financial statement line
items and disclosures and in evaluating the effect of misstatements,
both individually and in aggregate on the financial statements as a
whole.
Based on our professional judgement, we determined materiality
for the financial statements as a whole as follows:
Overall group
materiality
£12,550,000 (rounded)
How we
determined it
5% of profit before tax adjusted for certain
items
Rationale for
benchmark
applied
We set materiality using a benchmark of profit
before tax , adjusted for certain items that we
do not consider represent the underlying
business performance and that which would
be inappropriate to reflect in the materiality
levels used.
Adjusted profit before tax is a primary
measure used in assessing the performance of
the group and is a generally accepted
benchmark for determining audit materiality.
For each component in the scope of our group audit, we allocated a
materiality that is less than our overall group materiality. The range
of materiality allocated across components was between
£1,000,000 and £10,500,000. Certain components were audited to
a local statutory audit materiality that was also less than our overall
group materiality.
We use performance materiality to reduce to an appropriately low
level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically,
we use performance materiality in determining the scope of our
audit and the nature and extent of our testing of account balances,
classes of transactions and disclosures, for example in determining
sample sizes. Our performance materiality was 65% of overall
materiality, amounting to £8,150,000 for the group financial
statements.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024148 149
Financial statements
In addition, based on the work undertaken as part of our audit, we
have concluded that each of the following elements of the
corporate governance statement is materially consistent with the
financial statements and our knowledge obtained during the audit:
> The directors’ statement that they consider the Annual Report,
taken as a whole, is fair, balanced and understandable, and
provides the information necessary for the members to assess the
group’s position, performance, business model and strategy;
> The section of the Annual Report that describes the review of
effectiveness of risk management and internal control systems;
and
> The section of the Annual Report describing the work of the Audit
Committee.
We have nothing to report in respect of our responsibility to report
when the directors’ statement relating to the group’s compliance
with the Code does not properly disclose a departure from a
relevant provision of the Code specified under the Listing Rules for
review by the auditors.
Responsibilities for the financial statements
and the audit
Responsibilitiesofthedirectorsforthefinancialstatements
As explained more fully in the Statement of Directors'
responsibilities, the directors are responsible for the preparation of
the financial statements in accordance with the applicable
framework and for being satisfied that they give a true and fair
view. The directors are also responsible for such internal control as
they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due
to fraud or error.
In preparing the financial statements, the directors are responsible
for assessing the group’s 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.
Auditors’responsibilitiesfortheauditofthefinancialstatements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditors’ report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
financial statements.
Irregularities, including fraud, are instances of non-compliance with
laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in
respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud,
is detailed below.
In determining the performance materiality, we considered a
number of factors - the history of misstatements, risk assessment
and aggregation risk and the effectiveness of controls - and
concluded that an amount in the middle of our normal range
was appropriate.
We agreed with the Audit Committee that we would report to them
misstatements identified during our audit above £620,000 as well
as misstatements below that amount that, in our view, warranted
reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group's ability to
continue to adopt the going concern basis of accounting included:
> A risk assessment to identify factors that could impact the going
concern basis of accounting, including the current and forecast
financial performance, covenant measures relating to the group’s
external debt, and the sector in which the group operates;
> Understanding and evaluation of the group’s base case and
stressed scenarios, the stress testing of liquidity and covenant
measures performed by management, and the adequacy of the
stress scenarios used for these purposes;
> Assessing the future cash flow forecasts used to support the
ability of the Group to continue as a going concern and testing
that these forecasts agree to board approved budgets;
> Assessing key assumptions in the forecasts for reasonableness;
> Recalculating covenant ratios to assess whether the Group
remains within those covenants throughout the stressed scenario;
> Performed our own stress tests in relation to key assumptions in
the base case and stressed scenarios;
> Assessed the feasibility of management's mitigating factors
which may be applied as a result of the scenario;
> Performed inquiries with the UK Financial Conduct Authority as
to any matters which may impact the Group’s ability to continue
as a going concern;
> Performed inquiries with management, including whether there
are any events which may impact the Group’s ability to continue
as a going concern outside of the immediate going concern
period;
> Considered whether our audit procedures have identified events
or conditions which may impact the going concern of the group;
and
> Reviewed the appropriateness of the disclosures made in the
financial statements in relation to going concern.
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 auditing the financial statements, we have concluded that the
directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
However, because not all future events or conditions can be
predicted, this conclusion is not a guarantee as to the group's ability
to continue as a going concern.
In relation to the directors’ reporting on how they have applied the
UK Corporate Governance Code, we have nothing material to add
or draw attention to in relation to the directors’ statement in the
financial statements about whether the directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with
respect to going concern are described in the relevant sections
of this report
Based on our understanding of the group and industry, we
identified that the principal risks of non-compliance with laws and
regulations related to the requirements of key regulators, including
the UK Financial Conduct Authority and the U.S. Securities and
Exchange Commission, and we considered the extent to which
non-compliance might have a material effect on the financial
statements. We also considered those laws and regulations that
have a direct impact on the financial statements such as the
Companies (Jersey) Law 1991 and relevant tax legislation. We
evaluated management’s incentives and opportunities for
fraudulent manipulation of the financial statements (including the
risk of override of controls), and determined that the principal risks
were related to posting inappropriate journal entries and bias in
key accounting estimates. The group engagement team shared this
risk assessment with the component auditors so that they could
include appropriate audit procedures in response to such risks in
their work. Audit procedures performed by the group engagement
team and/or component auditors included:
> Enquiring of management, risk and internal audit, and those
charged with governance in relation to known or suspected
instances of non-compliance with laws and regulation and fraud;
> Reviewing correspondence with and making enquiries of key
regulators, including the UK Financial Conduct Authority, and
reviewing internal audit reports in so far as they are related to
the financial statements;
> Making specific written enquiries of external legal counsel to
assist with our evaluation of known instances of non-compliance
with laws and regulations, including their potential impact;
> Critically assessing key accounting estimates for evidence of bias,
in particular in relation to the carrying value of goodwill,
intangible assets and investments in subsidiaries, and
recoverability of unsettled trade receivables;
> Identifying and testing journal entries meeting our risk criteria,
including those posted to certain account combinations and
those posted by unexpected users;
> Reviewing of reports to the Audit Committee and minutes of
Board of Directors’ meetings, and making enquiries of
management to understand the business rationale for unusual
and significant transactions; and
> Incorporating unpredictability into the nature, timing and/or
extent of our testing.
There are inherent limitations in the audit procedures described
above. We are less likely to become aware of instances of non-
compliance with laws and regulations that are not closely related to
events and transactions reflected in the financial statements. Also,
the risk of not detecting a material misstatement due to fraud is
higher than the risk of not detecting one resulting from error, as
fraud may involve deliberate concealment by, for example, forgery
or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of
certain transactions and balances, possibly using data auditing
techniques. However, it typically involves selecting a limited number
of items for testing, rather than testing complete populations. We
will often seek to target particular items for testing based on their
size or risk characteristics. In other cases, we will use audit sampling
to enable us to draw a conclusion about the population from which
the sample is selected.
A further description of our responsibilities for the audit of the
financial statements is located on the FRC’s website at: www.frc.
org.uk/auditorsresponsibilities. This description forms part of our
auditors’ report.
Reporting on other information
The other information comprises all of the information in the
Annual Report other than the financial statements and our
auditors’ report thereon. The directors are responsible for the other
information. Our opinion on the financial statements does not cover
the other information and, accordingly, we do not express an audit
opinion or, except to the extent otherwise explicitly stated in this
report, any form of assurance thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit, or otherwise appears to be materially misstated. If we
identify an apparent material inconsistency or material
misstatement, we are required to perform procedures to conclude
whether there is a material misstatement of the financial
statements or a material misstatement of the other information.
If, based on the work we have performed, we conclude that there
is a material misstatement of this other information, we are
required to report that fact. We have nothing to report based
on these responsibilities.
Corporate governance statement
The Listing Rules require us to review the directors’ statements in
relation to going concern, longer-term viability and that part of the
corporate governance statement relating to the group’s compliance
with the provisions of the UK Corporate Governance Code specified
for our review. Our additional responsibilities with respect to the
corporate governance statement as other information are
described in the Reporting on other information section of
this report.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the corporate
governance statement is materially consistent with the financial
statements and our knowledge obtained during the audit, and we
have nothing material to add or draw attention to in relation to:
> The directors’ confirmation that they have carried out a robust
assessment of the emerging and principal risks;
> The disclosures in the Annual Report that describe those principal
risks, what procedures are in place to identify emerging risks and
an explanation of how these are being managed or mitigated;
> The directors’ statement in the financial statements about
whether they considered it appropriate to adopt the going
concern basis of accounting in preparing them, and their
identification of any material uncertainties to the group’s ability
to continue to do so over a period of at least twelve months from
the date of approval of the financial statements;
> The directors’ explanation as to their assessment of the group's
prospects, the period this assessment covers and why the period
is appropriate; and
> The directors’ statement as to whether they have a reasonable
expectation that the group will be able to continue in operation
and meet its liabilities as they fall due over the period of its
assessment, including any related disclosures drawing attention
to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term
viability of the group was substantially less in scope than an audit
and only consisted of making inquiries and considering the
directors’ process supporting their statement; checking that the
statement is in alignment with the relevant provisions of the UK
Corporate Governance Code; and considering whether the
statement is consistent with the financial statements and our
knowledge and understanding of the group and its environment
obtained in the course of the audit.
Independent Auditor’s Report to the members of TP ICAP Group plc
continued
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024150 151
Financial statements
Use of this report
This report, including the opinions, has been prepared for and only
for the group’s members as a body in accordance with Article 113A
of the Companies (Jersey) Law 1991 and for no other purpose. We
do not, in giving these opinions, accept or assume responsibility for
any other purpose or to any other person to whom this report is
shown or into whose hands it may come save where expressly
agreed by our prior consent in writing.
Other required reporting
Companies (Jersey) Law 1991 exception reporting
Under the Companies (Jersey) Law 1991 we are required to report
to you if, in our opinion:
> we have not obtained all the information and explanations we
require for our audit; or
> the consolidated financial statements are not in agreement with
the accounting records.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit Committee, we were
appointed by the members on 15 May 2024 to audit the financial
statements for the year ended 31 December 2024 and subsequent
financial periods. This is therefore our first year of uninterrupted
engagement.
Other matter
The group is required by the Financial Conduct Authority Disclosure
Guidance and Transparency Rules to include these financial
statements in an annual financial report prepared under the
structured digital format required by DTR 4.1.15R - 4.1.18R and filed
on the National Storage Mechanism of the Financial Conduct
Authority. This auditors’ report provides no assurance over whether
the structured digital format annual financial report has been
prepared in accordance with those requirements.
Darren Meek
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Recognized Auditor
London
11 March 2025
Independent Auditor’s Report to the members of TP ICAP Group plc
continued
Consolidated Income Statement
for the year ended 31 December 2024
| 2024 | 2023 | ||
| (restated)1 | |||
| Notes | £m | £m | |
Revenue | 4 | ||
Employment, compensation and benefits | ( | ( | |
General and administrative expenses1 | ( | ( | |
Depreciation of property, plant and equipment, and right-of-use assets | ( | ( | |
Impairment of property, plant and equipment, and right-of-use assets | ( | ( | |
Amortisation of intangible assets | ( | ( | |
Impairment of intangible assets | ( | ( | |
Total operating costs1 | 5 | ( | ( |
Other operating income | 6 | ||
Other gains/(losses)1 | 7 | ( | |
Earnings before interest and tax1 | |||
| Finance income | 9 | ||
Finance costs1 | 10 | ( | ( |
Profit before tax | |||
Taxation | 11 | ( | ( |
Profit after tax | |||
Share of results of associates and joint ventures | 19,20 | ||
Profit for the year | |||
| Attributable to: | |||
Equity holders of the parent | |||
Non-controlling interests | |||
| Earnings per share: | |||
| Basic | 12 | ||
Diluted | 12 |
1 As set out in Note 2(e) the Group changed its accounting policy regarding the presentation of certain gains and losses previously reported within ‘General and
administrative expenses’. These items are now reported within ‘Other gains/(losses)’ and ‘Finance costs’. For 2023 there is no overall change to Profit before tax, with Total
operating costs reducing by £4 m, Earnings before interest and tax reducing by £3 m and Finance costs reducing by £3 m against those items previously reported.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024152 153
Financial statements
Consolidated Balance Sheet
as at 31 December 2024
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2024
| 2024 | 2023 | ||
| Notes | £m | £m | |
Profit for the year | |||
| Items that will not be reclassified subsequently to profit or loss: | |||
Remeasurement of defined benefit pension schemes | 39(a) | ||
Equity investments at fair value through other comprehensive income | |||
Taxation | 11 | ( | |
| Items that may be reclassified subsequently to profit or loss: | |||
Loss on translation of foreign operations | ( | ( | |
Taxation | 11 | ||
( | ( | ||
Other comprehensive loss for the year | ( | ( | |
Total comprehensive income for the year | |||
| Attributable to: | |||
Equity holders of the parent | |||
Non-controlling interests | |||
| 31 December | 31 December | ||
| 2024 | 2023 | ||
| Notes | £m | £m | |
| Non-current assets | |||
Intangible assets arising on consolidation | 14 | ||
Other intangible assets | 15 | ||
Property, plant and equipment | 16 | ||
Investment properties | 17 | ||
Right-of-use assets | 18 | ||
Investment in associates | 19 | ||
Investment in joint ventures | 20 | ||
Other investments | 21 | ||
Deferred tax assets | 23 | ||
Retirement benefit assets | 39 | ||
Other long-term receivables | 24 | ||
| Current assets | |||
Trade and other receivables | 24 | ||
Financial assets at fair value through profit or loss | 26 | ||
Financial investments | 22 | ||
Cash and cash equivalents | 37 | ||
Total assets | |||
| Current liabilities | |||
Trade and other payables | 25 | ( | ( |
Financial liabilities at fair value through profit or loss | 26 | ( | ( |
Loans and borrowings | 27 | ( | ( |
Lease liabilities | 28 | ( | ( |
Current tax liabilities | ( | ( | |
Short-term provisions | 29 | ( | ( |
( | ( | ||
Net current assets | |||
| Non-current liabilities | |||
Loans and borrowings | 27 | ( | ( |
Lease liabilities | 28 | ( | ( |
Deferred tax liabilities | 23 | ( | ( |
Long-term provisions | 29 | ( | ( |
Other long-term payables | 30 | ( | ( |
Retirement benefit obligations | 39 | ( | ( |
( | ( | ||
Total liabilities | ( | ( | |
Net assets | |||
| Equity | |||
Share capital | 32,33(a) | ||
Other reserves | 33(b) | ( | ( |
Retained earnings | 33(c) | ||
Equity attributable to equity holders of the parent | |||
Non-controlling interests | 33(c) | ||
Total equity |
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024154 155
Financial statements
Consolidated Statement of Changes in Equity
for the year ended 31 December 2024
Consolidated Cash Flow Statement
for the year ended 31 December 2024
Equity attributable to equity holders of the parent (Note 33) Note 33(c)
| Re-organ- | Re- | Hedging | Non- | |||||||
| Share | isation | valuation | and | Treasury | Own | Retained | controlling | Total | ||
| capital | reserve | reserve | translation | shares | shares | earnings | Total | interests | equity | |
| £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | |
| 2024 | ||||||||||
| Balance at 1 January | ( | ( | ( | |||||||
Profit for the year | ||||||||||
| Other comprehensive (loss)/ | ||||||||||
income for the year | ( | ( | ( | |||||||
| Total comprehensive (loss)/ | ||||||||||
income for the year | ( | |||||||||
Transfer of gain on disposal of equity instruments at FVTOCI | ( | |||||||||
Transactions with owners in their capacity as owners: | ( | ( | ( | |||||||
Issuance of ordinary shares | ( | |||||||||
Dividends paid | ( | ( | ( | ( | ||||||
Own shares acquired under share buyback | ( | ( | ( | |||||||
| Share settlement of share-based | ||||||||||
| awards | ( | |||||||||
Dividend equivalents paid on equity settled share-based | ||||||||||
awards | ( | ( | ( | |||||||
Own shares acquired for employee trusts | ( | ( | ( | |||||||
| Credit arising on equity settled | ||||||||||
share-based awards | ||||||||||
| Taxation on equity settled | ||||||||||
| share-based payments | ||||||||||
(Note 23) | ||||||||||
| Credit arising on the exchange | ||||||||||
| of cash to equity settled | ||||||||||
share-based awards (Note 34) | ||||||||||
Balance at 31 December | ( | ( | ( |
Equityattributabletoequityholdersoftheparent(Note33) Note 33(c)
| Re-organ- | Re- | Hedging | Non- | |||||||
| Share | isation | valuation | and | Treasur y | Own | Retained | controlling | Total | ||
| capital | reserve | reserve | translation | shares | shares | earnings | Total | interests | equity | |
| £m | £m | £m | £m | £m | £m | £m | £m | £m | £m | |
| 2023 | ||||||||||
| Balance at 1 January | ( | ( | ||||||||
Profit for the year | ||||||||||
| Other comprehensive (loss)/ | ||||||||||
income for the year | ( | ( | ( | ( | ||||||
| Total comprehensive (loss)/ | ||||||||||
income for the year | ( | |||||||||
Transfer of gain on disposal of equity instruments at FVTOCI | ( | |||||||||
Transactions with owners in their capacity as owners: | ( | ( | ||||||||
Issuance of ordinary shares | ||||||||||
Dividends paid | ( | ( | ( | ( | ||||||
Own shares acquired under share buyback | ( | ( | ( | |||||||
| Share settlement of share-based | ||||||||||
awards | ( | |||||||||
Dividend equivalents paid on equity settled share-based | ||||||||||
awards | ( | ( | ( | |||||||
Own shares acquired for employee trusts | ( | ( | ( | |||||||
| Credit arising on equity settled | ||||||||||
share-based awards | ||||||||||
Balance at 31 December | ( | ( | ( |
| 2024 | 2023 | ||
(restated) 1 | |||
| Notes | £m | £m | |
Cash flow from operating activities | 36 | ||
Income taxes paid1 | ( | ( | |
Fees paid on bank and other loan facilities | ( | ( | |
Interest paid | ( | ( | |
Interest paid – finance leases | ( | ( | |
Net cash flow from operating activities 1 | |||
| Investing activities | |||
Sale/(purchase) of financial investments3 | 37 | ( | |
Interest received | |||
Dividends from associates and joint ventures | 19,20 | ||
Expenditure on intangible fixed assets | 15 | ( | ( |
Purchase of property, plant and equipment | 16 | ( | ( |
Deferred consideration paid | 35 | ( | ( |
Sale of other investments | 21 | ||
Investment in associates | 19 | ( | |
Disposal of associate and joint ventures | 19,20 | ||
Acquired consideration paid | ( | ||
Receipt of pension scheme surplus 2 | 39 | ||
Income taxes paid on receipt of pension scheme surplus 1,2 | ( | ||
Net cash flow from investment activities | ( | ||
| Financing activities | |||
Dividends paid | 13 | ( | ( |
Dividends paid to non-controlling interests | 33(c) | ( | ( |
Own shares acquired under share buyback | 33(b) | ( | ( |
Own shares acquired for employee trusts | 33(b) | ( | ( |
Dividend equivalent paid on equity share-based awards | 33(c) | ( | ( |
Repayment of Vendor Loan Note | 27 | ( | |
Funds received from issue of Sterling Notes | 27 | ||
Repurchase of Sterling Notes | 27 | ( | ( |
Bank facility arrangement fees and debt issue costs | ( | ( | |
Payment of lease liabilities | 37 | ( | ( |
Net cash flow from financing activities | ( | ( | |
Increase in cash and overdrafts | 37 | ||
Cash and overdrafts at the beginning of the year | |||
Effect of foreign exchange rate changes | 37 | ( | |
Cash and overdrafts at the end of the year | 37 | ||
Cash and cash equivalents | 37 | ||
Overdrafts | 37 | ( | ( |
1 Net cash flows from operating activities (income taxes paid) and net cash flows from investing activities have been restated as a result of the reclassification of the £16 m
tax associated with the repayment of the UK pension scheme surplus (see 2 below) from operating to investing activities.
2 Represents the cash inflow resulting from the repayment of the UK pension scheme surplus by the Trustees. This has been classified as investing activities reflecting the
realisation of the underlying investments held within the scheme prior to the proceeds being transferred to the Group, rather than an operational return of historic
contributions (Note 39).
3 Sales and purchases of financial assets are reported net and classified as investing activities reflecting the requirement of the Group to hold structural financial assets in
support of business requirements.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024156 157
Financial statements
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
1. General information
As at 31 December 2024 TP ICAP Group plc
Companies (Jersey) Law 1991. The Company’s shares are listed on
the London Stock Exchange with a premium listing. It is the ultimate
parent undertaking of the TP ICAP group of companies (the ‘Group’).
The address of the registered offices of the Company is given on
page 210. The nature of the Group’s operations and its principal
activities are set out in the Directors’ report on pages 142 to 144
and in the Strategic Report on pages 14 to 73.
The Company has taken advantage of the exemption provided
in Article 105 (11) of the Companies (Jersey) Law 1991 and
therefore does not present its individual financial statements
and related notes.
2. Basis of preparation
(a) Basis of accounting
2. Basis of preparation continued
2023 | Income Statement | Previously | ||
| Reported | Restatement | Restated | ||
| line items | £m | £m | £m | |
| General and administrative | ||||
| expenses | (511) | 4 | (507) | |
Total operating costs (Note 5) | (2,085) | 4 | (2,081) | |
Other losses (Note 7) | – | (7) | (7) | |
Earnings before interest and tax | 128 | (3) | 125 | |
Finance costs (Note 10) | (66) | 3 | (63) | |
Profit before tax | 93 | – | 93 |
3. Summary of significant accounting policies
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024158 159
Financial statements
3. Summary of significant accounting policies continued
(a) Income recognition continued
3. Summary of significant accounting policies continued
(e)Goodwillcontinued
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024160 161
Financial statements
3. Summary of significant accounting policies continued
3. Summary of significant accounting policies continued
(k) Financial instruments continued
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024162 163
Financial statements
3. Summary of significant accounting policies continued
(k) Financial instruments continued
3. Summary of significant accounting policies continued
(k) Financial instruments continued
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024164 165
Financial statements
3. Summary of significant accounting policies continued
3. Summary of significant accounting policies continued
(s) Taxation continued
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024166 167
Financial statements
3. Summary of significant accounting policies continued
3. Summary of significant accounting policies continued
(y)Criticaljudgementsandsignificantaccountingestimates
continued
4. Segmental analysis
Products and services from which reportable segments derive their
revenues
The Group has a matrix management structure. The Group’s Chief
Operating Decision Maker (‘CODM’) is the Executive Committee
(‘ExCo’) which operates as a general executive management
committee under the direct authority of the Board. The ExCo
members regularly review operating activity on a number of bases,
including by business division and by legal ownership which is
structured geographically based on the region of incorporation.
The balance of the CODM review of operating activity and
allocation of the Group’s resources is primarily focused on business
division and this is considered to represent the most appropriate
view for the assessment of the nature and financial effects of the
business activities in which the Group engages.
Whilst the Group’s Primary Operating Segments are by business
division, individual entities and the legal ownership of such
entities continue to operate with discrete management teams
and decision-making and governance structures. Each regional
sub-group has its own independent governance structure including
CEOs, board members and sub-group regional Conduct and
Governance Committees with separate autonomy of decision-
making and the ability to challenge the implementation of Group
level strategy and initiatives within its region. For the EMEA
regional sub-group there are independent non-executive directors
on the regional Board that further strengthen the independence
and judgement of the governance framework.
The products and services of each of the Group’s primary operating
segments is set out in the disclosure ‘Revenue by type’ included
within this Note.
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024168 169
Financial statements
4. Segmental analysis continued
Information regarding the Group’s primary operating segments is reported below:
Analysis by primary operating segment
| Energy & | Parameta | |||||
| Global Broking | Commodities | Liquidnet | Solutions | Corporate | Total | |
| 2024 | £m | £m | £m | £m | £m | £m |
| Revenue | ||||||
– External | 1,250 | 458 | 354 | 191 | – | 2,253 |
– Inter-division | 24 | 3 | – | 7 | (34) | – |
1, 274 | 461 | 354 | 198 | (34) | 2,253 | |
| Total front office costs: | ||||||
– External | (781) | (319) | (218) | (72) | – | (1,390) |
– Inter-division | (7) | – | – | (27) | 34 | – |
(788) | (319) | (218) | (99) | 34 | (1,390) | |
Other gains | 4 | – | – | – | – | 4 |
Contribution | 490 | 142 | 136 | 99 | – | 867 |
Net management and support costs | (253) | (76) | (75) | (13) | (56) | (473) |
Other losses | – | – | – | – | (6) | (6) |
Other operating income | 2 | – | – | – | 8 | 10 |
Adjusted EBITDA | 239 | 66 | 61 | 86 | (54) | 398 |
Depreciation and amortisation expense | (34) | (10) | (8) | (3) | (19) | ( 74) |
Adjusted EBIT | 205 | 56 | 53 | 83 | (73) | 324 |
Corporate represents the cost of Group and central functions that are not allocated to the Group’s divisions.
| Energy & | Parameta | Corporate | Total | |||
| Global Broking | Commodities | Liquidnet | Solutions | (restated)¹ | (restated)¹ | |
| 2023 | £m | £m | £m | £m | £m | £m |
| Revenue | ||||||
– External | 1,236 | 455 | 315 | 185 | – | 2,191 |
– Inter-division | 22 | 3 | – | 4 | (29) | – |
1,258 | 458 | 315 | 189 | (29) | 2,191 | |
| Total front office costs²: | ||||||
– External | (762) | (304) | (207) | (71) | – | (1,344) |
– Inter-division | (4) | – | – | (25) | 29 | – |
(766) | (304) | (207) | (96) | 29 | (1,344) | |
Other gains2 | 1 | – | – | – | – | 1 |
Contribution | 493 | 154 | 108 | 93 | – | 848 |
Net management and support costs3 | (259) | (75) | (87) | (14) | (44) | (479) |
Other losses3 | – | – | – | – | (11) | (11) |
Other operating income | 3 | 1 | – | – | 10 | 14 |
Adjusted EBITDA | 237 | 80 | 21 | 79 | (45) | 372 |
Depreciation and amortisation expense | (31) | (9) | (11) | (2) | (20) | (73) |
Adjusted EBIT | 206 | 71 | 10 | 77 | (65) | 299 |
1 2023 results have been restated as a result of the change in presentation of certain foreign exchange gains and losses and related derivatives as finance expenses
(Note 2(e)). Other items previously reported in ‘Net Management and support costs’ have also been re-presented as ‘other gains/(losses)’. The impact of these changes
has been as follows:
2 In Global Broking contribution, ‘Total front office costs’ increased by £1m with a £1m gain reported in ‘Other gains’.
3 In Corporate, ‘Net Management and support costs’ reduced by £9m with £10m losses reported in ‘Other losses’, and £1m reported in financing expenses.
4. Segmental analysis continued
Significant items, defined in the Appendix – Alternative Performance Measures, are centrally managed and controlled by the Group
and are not allocated to regional or divisional segments.
Analysis of significant items
| Settlements and | ||||||
| provisions in | ||||||
| Disposals, | Impairment of | connection with | ||||
| Restructuring | acquisitions and | intangible assets | legal and | Other | ||
| and other related | investment in | arising on | regulatory | significant | ||
| costs | new businesses | consolidation | matters | items | Total | |
| 2024 | £m | £m | £m | £m | £m | £m |
Employment, compensation and benefits costs | 3 | 5 | – | – | – | 8 |
Premises and related costs | 1 | – | – | – | – | 1 |
| Charge relating to significant legal | ||||||
and regulatory settlements | – | – | – | 8 | – | 8 |
Other general and administrative costs | 7 | 15 | – | – | 4 | 26 |
| Total included within general | ||||||
and administrative costs | 8 | 15 | – | 8 | 4 | 35 |
Depreciation and impairment of property, plant and equipment and right-of-use assets | 6 | – | – | – | – | 6 |
Amortisation and impairment of intangible assets | – | 42 | – | – | – | 42 |
Total included within operating costs | 17 | 62 | – | 8 | 4 | 91 |
Other gains | (3) | – | – | – | – | (3) |
Total included within EBIT | 14 | 62 | – | 8 | 4 | 88 |
Included in finance expense | – | 1 | – | – | – | 1 |
Total significant items before tax | 14 | 63 | – | 8 | 4 | 89 |
Taxation of significant items | (17) | |||||
Total significant items after tax | 72 | |||||
Impairment of associates | 2 | |||||
Total significant items | 74 |
| Settlements and | ||||||
| Disposals, | provisions in | |||||
| Restructuring | acquisitions and | Impairment of | connection with | |||
| and other related | investment in | intangible assets | legal and | Other | ||
| costs | new businesses | arising on | regulatory | significant | Total | |
| (restated) | (restated) | consolidation | matters | items | (restated)1 | |
| 2023 | £m | £m | £m | £m | £m | £m |
Employment, compensation and benefits costs | 4 | 2 | – | – | – | 6 |
Premises and related costs | 3 | – | – | – | – | 3 |
Deferred consideration² | – | (2) | – | – | – | (2) |
| Charge relating to significant legal | ||||||
and regulatory settlements | – | – | – | 19 | – | 19 |
Other general and administrative costs² | 8 | 10 | – | – | – | 18 |
| Total included within general | ||||||
and administrative costs | 11 | 8 | – | 19 | – | 38 |
Depreciation and impairment of property, plant and equipment and right-of-use assets | 11 | – | – | – | – | 11 |
Amortisation and impairment of intangible assets | – | 44 | 86 | – | – | 130 |
Total included within operating costs | 26 | 54 | 86 | 19 | – | 185 |
Other operating income | – | – | – | (8) | – | (8) |
Other gains² | – | (3) | – | – | – | (3) |
Total included within EBIT | 26 | 51 | 86 | 11 | – | 174 |
Included in finance expense² | 1 | – | – | – | – | 1 |
Total significant items before tax | 27 | 51 | 86 | 11 | – | 175 |
Taxation of significant items | (27) | |||||
| Total significant items after tax | 148 | |||||
Impairment of associates | 5 | |||||
Total significant items | 153 |
1 2023 significant items have been restated as a result of the change in presentation of certain foreign exchange gains and losses and related derivatives as finance expenses
(Note 2(e)). Other items previously reported in ‘Total included within general and administrative costs’ have also been re-presented as ‘other gains’.
2 The impact of these changes has been as follows:
> Net foreign exchange gains for £2m were reclassified in finance expenses .
> Deferred consideration decreased by £1m with a £1m reported in ‘Other gains’.
> Other general and administrative costs increased by £2m with a £2m reported in ‘Other gains’.
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024170 171
Financial statements
4. Segmental analysis continued
The Group’s reported performance includes significant items. A reconciliation from adjusted operating profit, as considered by CODM,
to Group reported performance is included below:
Adjusted profit reconciliation
| Significant | |||
| Adjusted | items | Reported | |
| £m | £m | £m | |
| 2024 | |||
Earnings before interest and taxation | 324 | (88) | 236 |
Net finance costs | (21) | (1) | (22) |
Profit before tax | 303 | (89) | 214 |
Taxation | (80) | 17 | (63) |
Profit after tax | 223 | (72) | 151 |
Share of profit from associates and joint ventures | 21 | (2) | 19 |
Profit for the year | 244 | ( 74 ) | 170 |
| Adjusted | Significant | Reported | |
| (restated) | items | (restated) | |
| (restated) | |||
| £m | £m | £m | |
| 2023 | |||
Earnings before interest and taxation1 | 299 | (174) | 125 |
Net finance costs1 | (28) | (1) | (29) |
Profit before tax | 271 | (175) | 96 |
Taxation | (67) | 27 | (40) |
Profit after tax | 204 | (148) | 56 |
Share of profit from associates and joint ventures | 25 | (5) | 20 |
Profit for the year | 229 | (153) | 76 |
1 Earning before interest and taxation and net finance costs have been restated by £1m in adjusted and £2m in significant items following the re-presentation of exchange
gains and losses on financing activities and related derivatives as financing costs. There is no impact on ‘Profit before tax’.
| Energy & | Parameta | |||||
| Global Broking | Commodities | Liquidnet | Solutions | Eliminations | Total | |
| 2024 | £m | £m | £m | £m | £m | £m |
| Revenue | ||||||
Name Passing brokerage1 | 955 | 407 | 17 | – | – | 1,379 |
Executing Broker brokerage | 14 | 47 | 82 | – | – | 143 |
Matched Principal brokerage2 | 281 | 4 | 167 | – | – | 452 |
Introducing Broker brokerage | – | – | 88 | – | – | 88 |
Data & Analytics price information fees | 24 | 3 | – | 198 | (34) | 191 |
1, 274 | 461 | 354 | 198 | (34) | 2,253 |
| Energy & | Parameta | |||||
| Global Broking | Commodities | Liquidnet | Solutions | Eliminations | Total | |
| 2023 | £m | £m | £m | £m | £m | £m |
| Revenue | ||||||
Name Passing brokerage1 | 944 | 400 | 17 | – | – | 1,361 |
Executing Broker brokerage | 18 | 50 | 80 | – | – | 148 |
Matched Principal brokerage2 | 276 | 5 | 136 | – | – | 417 |
Introducing Broker brokerage | – | – | 82 | – | – | 82 |
Data & Analytics price information fees | 20 | 3 | – | 189 | (29) | 183 |
1,258 | 458 | 315 | 189 | (29) | 2,191 |
| 2024 | 2023 | |
| £m | £m | |
United Kingdom and Channel Islands | 828 | 807 |
United States of America | 819 | 805 |
Rest of the world | 606 | 579 |
2,253 | 2,191 |
| 2024 | 2023 | ||
| (restated)1 | |||
| Notes | £m | £m | |
Broker compensation costs | 1,009 | 986 | |
Other staff costs | 356 | 340 | |
Share-based payment charge | 34 | 39 | 34 |
Employee compensation and benefits | 8 | 1,404 | 1,360 |
Technology and related costs | 218 | 220 | |
Premises and related costs | 27 | 29 | |
Adjustments to deferred consideration | 35 | – | (2) |
Charge relating to significant legal and regulatory settlements | 8 | 19 | |
Impairment losses on trade receivables | 3 | 5 | |
Adjustment to expected credit loss provisions | – | (1) | |
Other administrative costs 2 | 246 | 237 | |
General and administrative expenses1 | 502 | 507 | |
Depreciation of property, plant and equipment | 16 | 19 | 22 |
Depreciation of right-of-use assets | 18 | 23 | 23 |
Depreciation of property, plant and equipment and right-of-use assets | 42 | 45 | |
Impairment of property, plant and equipment | 16 | 1 | 5 |
Impairment of right-of-use assets | 18 | 5 | 6 |
Impairment of property, plant and equipment and right-of-use assets | 6 | 11 | |
Amortisation of other intangible assets | 15 | 30 | 28 |
Amortisation of intangible assets arising on consolidation | 14 | 42 | 44 |
Amortisation of intangible assets | 72 | 72 | |
Impairment of other intangible assets | 15 | 2 | – |
Impairment of intangible assets arising on consolidation – goodwill | 14 | – | 47 |
| Impairment of intangible assets arising on consolidation – customer relationships | 14 | – | 39 |
Impairment of intangible assets | 2 | 86 | |
2,028 | 2,081 |
| 2024 | 2023 | |
| £000 | £000 | |
Audit of the Group’s annual accounts | 2,342 | 1,534 |
| Audit of the Company’s subsidiaries and associates pursuant to legislation | 5,672 | 6,896 |
Continuing audit fees | 8,014 | 8,430 |
| Audit transition fees for the Group’s annual accounts | 1,870 | – |
Audit transition fees for the Company’s subsidiaries and associates pursuant to legislation | 750 | – |
Total audit fees | 10,634 | 8,430 |
Audit related assurance services¹ | 1,326 | 1,220 |
Other assurance services² | 3,317 | 186 |
Total non-audit fees | 4,643 | 1,406 |
Audit fees payable to the Company’s auditor and its associates in respect of associated pension schemes | n/a | 23 |
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024172 173
Financial statements
| 2024 | 2023 | |
| £m | £m | |
Business relocation grants | 2 | 2 |
Employee-related insurance receipts | 3 | 2 |
Employee contractual receipts | 1 | 4 |
Management fees from associates | 1 | 1 |
Legal settlement receipts | – | 8 |
Other receipts | 3 | 5 |
10 | 22 |
7. Other gains/(losses)
Other gains/(losses) include:
| 2024 | 2023 | |
| (restated) | ||
| £m | £m | |
Fair value adjustment to investment property | (9) | – |
Gain on remeasurement on finance lease liabilities | 12 | – |
Net fair value gains on financial assets at FVTPL | 3 | 1 |
Net foreign exchange losses arising on operating activities | (5) | (8) |
1 | (7) |
8. Staff costs
The aggregate employment costs of staff and Directors of the Group were:
| 2024 | 2023 | |
| £m | £m | |
Wages, salaries, bonuses and incentive payments | 1,242 | 1,209 |
Social security costs | 105 | 100 |
Defined contribution pension costs (Note 39(c)) | 18 | 17 |
Share-based compensation expense (Note 34) | 39 | 34 |
1,404 | 1,360 |
The average monthly number of full-time equivalent employees and Directors directly attributable to Business Divisions and to
Corporate were:
| 2024 | 2023 | ||
| No. | No. | ||
Global Broking | 1,802 | 1,815 | |
Energy & Commodities | 602 | 599 | |
Liquidnet | 248 | 247 | |
Parameta Solutions | 212 | 196 | |
Corporate | 2,344 | 2,320 | |
5,17 | 7 |
The average monthly number of full-time equivalent employees and Directors by geographical region were:
| 2024 | 2023 | ||
| No. | No. | ||
EMEA | 2,507 | 2,465 | |
Americas | 1,527 | 1,576 | |
Asia Pacific | 1,1 74 | 1,136 | |
5,208 | 5,17 | 7 |
| 2024 | 2023 | |
| (restated) | ||
| £m | £m | |
Interest and similar income | 40 | 32 |
Interest on finance leases (Note 24) | 2 | 2 |
42 | 34 |
| 2024 | 2023 | |
| (restated) | ||
| £m | £m | |
Interest and fees payable on bank facilities | 3 | 3 |
Interest and fees payable on loan drawdowns | 1 | 1 |
Interest on Sterling Notes January 2024 | – | 5 |
Interest on Sterling Notes May 2026 | 13 | 13 |
Interest on Sterling Notes November 2028 | 7 | 7 |
Interest on Sterling Notes April 2030 | 20 | 14 |
Interest on Liquidnet Vendor Loan Notes | – | 1 |
Other interest | 1 | 3 |
Amortisation of debt issue and bank facility costs | 3 | 3 |
Borrowing costs | 48 | 50 |
Interest on lease liabilities (Note 18) | 15 | 16 |
Net foreign exchange gains arising on financing activities | (1) | (7) |
Loss on FX derivative instruments | 2 | 4 |
64 | 63 |
11. Taxation
| 2024 | 2023 | |
| £m | £m | |
| Current tax | ||
UK corporation tax | 19 | 17 |
Overseas tax | 42 | 39 |
Prior year overseas tax | 1 | – |
Prior year UK corporation tax | (1) | 43 |
61 | 99 | |
| Deferred tax (Note 23) | ||
Current year | 7 | (5) |
Prior year | (5) | (54) |
2 | (59) | |
Tax charge for the year | 63 | 40 |
The charge for the year can be reconciled to the profit in the income statement as follows:
| 2024 | 2023 | |
| £m | £m | |
Profit before tax | 214 | 96 |
Tax based on the UK corporation tax rate of 25% (2023: 23.52%) | 54 | 22 |
| Tax effect of items that are not deductible: | ||
– expenses | 14 | 15 |
– impairment of intangible assets arising on consolidation | – | 12 |
Prior year adjustments | (5) | (11) |
Impact of overseas tax rates | (1) | (3) |
Net movement in unrecognised deferred tax | 1 | 5 |
Tax charge for the year | 63 | 40 |
The Group is within the UK Multinational Top-up Tax regime which applies from 1 January 2024 onwards. The regime seeks to ensure that
the Group’s profits are subject to a minimum effective rate of 15% in each jurisdiction in which it operates. The large majority of the Group’s
profits are already taxed at effective rates in excess of 15%. There are therefore no material amounts of Top-Up Tax due in 2024.
The Group has adopted the International Tax Reform – Pillar Two Model rules amendments to IAS 12, which were issued on 23 May 2023,
and has applied the exception set out in paragraph 4A in respect of recognising and disclosing information about deferred tax assets and
liabilities related to Pillar Two income taxes.
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024174 175
Financial statements
11. Taxation continued
In addition to the income statement charge, the following current and deferred tax items have been included in other comprehensive
income and equity:
| Recognised | |||
| in other | |||
| comprehensive | Recognised | ||
| income | in equity | Total | |
| £m | £m | £m | |
| 2024 | |||
| Deferred tax charge relating to: | |||
– Other timing differences | – | (4) | (4) |
Tax charge on items taken directly to other comprehensive income and equity | – | (4) | (4) |
| Recognised | |||
| in other | |||
| comprehensive | Recognised | ||
| income | in equity | Total | |
| £m | £m | £m | |
| 2023 | |||
Current tax | (2) | – | (2) |
Current tax on receipt of defined benefit pension scheme surplus (Note 39(b)) | 16 | – | 16 |
Tax charge on items taken directly to other comprehensive income and equity | 14 | – | 14 |
12. Earnings per share
2024 | 2023 | |
Basic | 22.1p | 9.5p |
Diluted | 21.3p | 9.3p |
The calculation of basic and diluted earnings per share is based on the following number of shares:
| 2024 | 2023 | |
| No.(m) | No.(m) | |
Basic weighted average shares | 756.9 | 777.7 |
Contingently issuable shares | 28.8 | 16.5 |
Diluted weighted average shares | 785.7 | 794.2 |
The earnings used in the calculation of basic and diluted earnings per share are set out below:
| 2024 | 2023 | |
| £m | £m | |
Earnings | 170 | 76 |
Non-controlling interests | (3) | (2) |
Earnings attributable to equity holders of the parent | 167 | 74 |
13. Dividends
| 2024 | 2023 | |
| £m | £m | |
| Amounts recognised as distributions to equity holders in the year: | ||
Final dividend for the year ended 31 December 2023 of 10.0p per share | 76 | – |
Interim dividend for the year ended 31 December 2024 of 4.8p per share | 37 | – |
Final dividend for the year ended 31 December 2022 of 7.9p per share | – | 62 |
Interim dividend for the year ended 31 December 2023 of 4.8p per share | – | 37 |
113 | 99 |
A final dividend of 11.3 pence per share will be paid on 23 May 2025 to all shareholders on the Register of Members on 11 April 2025.
Dividends are declared and paid in accordance with Article 115 of the Companies (Jersey) Law 1991.
During the year, the Trustees of the TP ICAP plc EBT and the TP ICAP Group plc EBT waived their rights to dividends. Dividends are not
payable on shares held in Treasury on the relevant record dates.
| Goodwill | Other | Total | |
| £m | £m | £m | |
At 1 January 2024 | 1,156 | 449 | 1,605 |
Recognised on acquisitions | 1 | – | 1 |
Amortisation of acquisition-related intangibles | – | (42) | (42) |
Impairment | – | – | – |
Effect of movements in exchange rates | 2 | 1 | 3 |
At 31 December 2024 | 1,159 | 408 | 1,567 |
| Goodwill | Other | Total | |
| £m | £m | £m | |
At 1 January 2023 | 1,232 | 548 | 1,780 |
Amortisation of acquisition-related intangibles | – | (44) | (44) |
Impairment | (47) | (39) | (86) |
Effect of movements in exchange rates | (29) | (16) | (45) |
At 31 December 2023 | 1,156 | 449 | 1,605 |
| 2024 | 2023 | |
| CGU | £m | £m |
Global Broking | 556 | 555 |
Energy & Commodities | 151 | 150 |
Parameta Solutions | 334 | 334 |
Liquidnet – Agency Execution | 42 | 41 |
Liquidnet – Equities | 76 | 76 |
Goodwill allocated to CGUs | 1,159 | 1,156 |
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024176 177
Financial statements
14 Intangible assets arising on consolidation continued
| Valuation | Breakeven | Valuation | Breakeven | |||
| Valuation | Breakeven | revenue | revenue | terminal value | terminal value | |
| discount rate | discount rate | growth rate | growth rate | growth rate | growth rate | |
| 30 September 2024 | % | % | % | % | % | % |
Global Broking | 11.0% | 21.0% | 2.4% | (0.3%) | 1.8% | (11.4%) |
Energy & Commodities | 11.0% | 20.3% | 2.4% | (0.1%) | 1.8% | (10.5%) |
Parameta Solutions | 11.2% | 30.3% | 6.0% | (7.5%) | 2.3% | (37.6%) |
Liquidnet – Agency Execution | 10.4% | 60.7% | 5.6% | (3.7%) | 1.7% | nm¹ |
Liquidnet – Equities | 10.7% | 21.9% | 4.3% | 1.7% | 1.8% | (13.9%) |
| Breakeven | ||||||
| Valuation | revenue | Valuation | Breakeven | |||
| Valuation | Breakeven | revenue | growth rate | terminal value | terminal value | |
| discount rate | discount rate | growth rate | (restated)3 | growth rate | growth rate | |
| 30 September 2023 | % | % | % | % | % | % |
Global Broking | 13.2% | 25.2% | 1.8% | (1.5%) | 1.4% | (38.3%) |
| Energy & Commodities | 13.3% | 18.2% | 1.5% | 0.2% | 1.7% | (8.8%) |
Parameta Solutions | 13.3% | 30.2% | 7.1% | (5.1%) | 3.0% | (75.7%) |
Liquidnet – Agency Execution | 13.4% | 26.3% | 3.0% | 0.4% | 2.7% | (42.7%) |
Liquidnet – Equities | 14.2% | –² | 6.1 % | –² | 2.0% | –² |
| Surplus/ | Surplus/ | ||
| Valuation | (impairment) at | (impairment) at | |
| revenue growth | valuation growth | valuation growth | |
| rate | rate minus 1% | rate minus 3% | |
| CGU – 30 September 2024 | % | £m | £m |
Global Broking | 2.4% | 629 | (106) |
Energy & Commodities | 2.4% | 160 | (53) |
Parameta Solutions | 6.0% | 717 | 579 |
Liquidnet – Agency Execution | 5.6% | 286 | 209 |
Liquidnet – Equities | 4.3% | 117 | (23) |
| Surplus/ | Surplus/ | ||
| (impairment) at | (impairment) at | ||
| Valuation revenue | valuation growth | valuation growth | |
| growth rate | rate minus 1% | rate minus 3% | |
| CGU – 30 September 2023 | % | £m | £m |
Global Broking | 1.8% | 669 | 321 |
Energy & Commodities | 1.5% | 46 | (52) |
Parameta Solutions | 7.1% | 535 | 450 |
Liquidnet – Agency Execution | 3.0% | 45 | 19 |
Liquidnet – Equities | 6.1% | (27) | (76) |
| Purchased | Developed | ||
| software | software1 | Total | |
| £m | £m | £m | |
| Cost | |||
At 1 January 2024 | 66 | 206 | 272 |
Additions | 10 | 45 | 55 |
Amounts derecognised | – | (2) | (2) |
Effect of movements in exchange rates | 2 | 1 | 3 |
At 31 December 2024 | 78 | 250 | 328 |
| Accumulated amortisation | |||
At 1 January 2024 | (56) | (106) | (162) |
Charge for the year | (3) | (27) | (30) |
Impairment | (2) | – | (2) |
Amounts derecognised | – | 2 | 2 |
Effect of movements in exchange rates | – | (2) | (2) |
At 31 December 2024 | (61) | (133) | (194) |
| Carrying amount | |||
At 31 December 2024 | 17 | 117 | 134 |
| Purchased | Developed | ||
| software | software | Total | |
| £m | £m | £m | |
| Cost | |||
At 1 January 2023 | 63 | 217 | 280 |
Additions | 12 | 31 | 43 |
Amounts derecognised | (7) | (40) | (47) |
Effect of movements in exchange rates | (2) | (2) | (4) |
At 31 December 2023 | 66 | 206 | 272 |
| Accumulated amortisation | |||
At 1 January 2023 | (54) | (129) | (183) |
Charge for the year | (10) | (18) | (28) |
Impairment | – | – | – |
Transfers | – | – | – |
Amounts derecognised | 7 | 40 | 47 |
Effect of movements in exchange rates | 1 | 1 | 2 |
At 31 December 2023 | (56) | (106) | (162) |
| Carrying amount | |||
At 31 December 2023 | 10 | 100 | 110 |
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024178 179
Financial statements
16. Property, plant and equipment
| Land, buildings | Furniture, | ||
| and leasehold | fixtures and | ||
| improvements | equipment1 | Total | |
| £m | £m | £m | |
| Cost | |||
At 1 January 2024 | 112 | 102 | 214 |
Reclassification of work-in-progress brought into use1 | 1 | (1) | – |
Additions | 2 | 7 | 9 |
Disposals | (1) | (5) | (6) |
Effect of movements in exchange rates | – | (1) | (1) |
At 31 December 2024 | 114 | 102 | 216 |
| Accumulated depreciation | |||
At 1 January 2024 | (55) | (67) | (122) |
Charge for the year | (7) | (12) | (19) |
Impairment | (1) | – | (1) |
Disposals | 1 | 5 | 6 |
Effect of movements in exchange rates | (1) | 1 | – |
At 31 December 2024 | (63) | (73) | (136) |
| Carrying amount | |||
At 31 December 2024 | 51 | 29 | 80 |
| Land, buildings | Furniture, | ||
| and leasehold | fixtures and | ||
| improvements | equipment1 | Total | |
| £m | £m | £m | |
| Cost | |||
At 1 January 2023 | 130 | 117 | 247 |
Reclassification of work-in-progress brought into use | 1 | (1) | – |
Additions | 2 | 10 | 12 |
Disposals | (17) | (20) | (37) |
Effect of movements in exchange rates | (4) | (4) | (8) |
At 31 December 2023 | 112 | 102 | 214 |
| Accumulated depreciation | |||
At 1 January 2023 | (60) | (77) | (137) |
Charge for the year | (9) | (13) | (22) |
Impairment | (5) | – | (5) |
Disposals | 17 | 20 | 37 |
Effect of movements in exchange rates | 2 | 3 | 5 |
At 31 December 2023 | (55) | (67) | (122) |
| Carrying amount | |||
At 31 December 2023 | 57 | 35 | 92 |
1 Includes work-in-progress until brought into use.
17. Investment properties
| 2024 | 2023 | |
| £m | £m | |
At 1 January | 12 | – |
Transfer from right-of-use assets | – | 6 |
Transfer from finance lease receivables | – | 6 |
Net loss from fair value adjustment | (9) | – |
Effect of movements in exchange rates | – | – |
At 31 December | 3 | 12 |
The fair value of the Group’s investment property at 31 December 2024 has been arrived at on the basis of a valuation carried out at that
date by management based on lease contract terms. Their valuation conforms to international valuation standards. The fair value was
determined based on the present value of the estimated future cash flows related to the property.
In estimating the fair value of the properties, the present value of the estimated future cash flows was used. The inputs used for each lease
were the rent commencement date, the expected sublease term, the starting annual rent per square foot and expected annual increase
and discounted at the discount rate.
During the reporting period, the fair value of the investment properties declined significantly, based on external valuation. The investment
properties have been subsequently valued by management to reflect an improvement in short-term rental opportunities.
17. Investment properties continued
Details of the Group’s investment properties analysed by fair value hierarchy level are as follows:
| 2024 | 2023 | |
| £m | £m | |
Office units located in New York City, NY, USA – Level 3 | 3 | 12 |
Sensitivity analysis
Property | Valuation method | Significant unobservable inputs | Sensitivity |
| Office units located in New York | Present value of future cash flows | Future rent | A decrease of 30% in the |
| City, NY, USA | expected rent would result in a | ||
| decrease of £1m in the fair value. | |||
Discount rate | Changes in the discount rate | ||
| result in immaterial changes in | |||
| the fair value. |
The Group’s investment properties are subject to lease obligations (Note 28).
The Group had no property rental income in 2024 (2023: £nil). Direct operating expenses are covered by a provision (Note 29), the utilisation
of which amounted to less than £1m (2023: less than £1m).
| 2024 | 2023 | |
| Land and buildings | £m | £m |
At 1 January | 136 | 165 |
Additions | 15 | 10 |
Depreciation | (23) | (23) |
Impairment | (5) | (6) |
Transfer to investment properties | – | (6) |
Effect of movements in exchange rates | (1) | (4) |
At 31 December | 122 | 136 |
| 2024 | 2023 | |
| £m | £m | |
Depreciation expense on right-of-use assets | 23 | 23 |
Impairment of right-of-use assets | 5 | 6 |
Interest on lease liabilities | 15 | 16 |
Expense relating to short-term leases | 1 | 1 |
Interest income from sub-letting under finance leases | (2) | (2) |
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024180 181
Financial statements
| 2024 | 2023 | |
| £m | £m | |
At 1 January | 51 | 63 |
Additions | – | 5 |
Disposals | – | (10) |
Impairments¹ | (2) | (5) |
Share of profit for the year | 14 | 18 |
Dividends received | (13) | (16) |
Effect of movements in exchange rates | (1) | (4) |
At 31 December | 49 | 51 |
| Summary financial information for associates | ||
| Aggregated amounts (for associates at the year end): | ||
Total assets | 256 | 267 |
Total liabilities | (89) | (104) |
Net assets | 167 | 163 |
Proportion of Group’s ownership interest | 47 | 47 |
Goodwill | 2 | 4 |
Carrying amount of Group’s ownership interest | 49 | 51 |
| Aggregated amounts (for associates during the year): | ||
Revenue | 190 | 248 |
Profit for the year | 50 | 56 |
Group’s share of profit for the year | 14 | 18 |
Impairment | (2) | (5) |
Dividends received from associates during the year | (13) | (16) |
| Country of incorporation | Percentage | |
and operation | Associated undertakings | held |
Bahrain | ICAP (Middle East) W.L.L. | 49% |
China | Tullett Prebon SITICO (China) Limited | 33% |
Enmore Commodity Brokers (Shanghai) Limited | 49% | |
India | ICAP IL India Private Limited¹ | 40% |
Japan | Totan ICAP Co., Ltd¹ | 40% |
Central Totan Securities Co. Ltd¹ | 20% | |
United Kingdom | PushPull Technology Limited | 31.01% |
United States | First Brokers Securities LLC¹ | 40% |
| 2024 | 2023 | |
| £m | £m | |
At 1 January | 38 | 34 |
Share of result for the year | 7 | 7 |
Share of OCI for the year | (1) | – |
Dividends received | (7) | (6) |
Effect of movements in exchange rates | (6) | 3 |
At 31 December | 31 | 38 |
| Summary financial information for joint ventures | ||
| Aggregated amounts (for joint ventures at the year end): | ||
Total assets | 30 | 34 |
Total liabilities | (4) | (5) |
Net assets | 26 | 29 |
Proportion of Group’s ownership interest | 13 | 14 |
Goodwill | 18 | 24 |
Carrying amount of Group’s ownership interest | 31 | 38 |
| Aggregated amounts (for joint ventures during the year): | ||
Revenue | 19 | 19 |
Result for the year | 13 | 14 |
Group’s share of result for the year | 7 | 7 |
Dividends received from joint ventures during the year | (7) | (6) |
| Country of incorporation | Percentage | |
and operation | Joint ventures | held |
Colombia | SET-ICAP FX SA | 50% |
SET-ICAP Securities S.A. | 50% | |
Mexico | SIF ICAP, S.A. de C.V. | 50% |
| 2024 | 2023 | |
| £m | £m | |
At 1 January | 19 | 23 |
Disposals | (3) | (3) |
Revaluation through OCI | 2 | – |
Effect of movements in exchange rates | – | (1) |
At 31 December | 18 | 19 |
| Categorisation of other investments: | ||
Debt instruments at FVTOCI – corporate debt securities | 2 | 2 |
Equity instruments at FVTOCI | 16 | 17 |
18 | 19 |
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024182 183
Financial statements
| 2024 | 2023 | |
| £m | £m | |
Debt instruments at FVTOCI – Government debt securities | 66 | 92 |
Investments at amortised cost – Term deposits | 94 | 97 |
160 | 189 |
| 2024 | 2023 | |
| £m | £m | |
Deferred tax assets | 17 | 41 |
Deferred tax liabilities | (24) | (51) |
(7) | (10) |
| 2024 | 2023 | |
| £m | £m | |
At 1 January | (10) | (70) |
| Credit to income for the year: | ||
– Arising on impairment of intangible assets arising on consolidation | – | 10 |
– Other movements | (2) | 49 |
Credit/(charge) to equity | 4 | – |
Effect of movements in exchange rates | 1 | 1 |
At 31 December | (7) | (10) |
| Effect of | |||||
| Recognised | movements | ||||
| At | Recognised in | in profit | in exchange | At | |
| 1 January | equity | or loss | rates | 31 December | |
| £m | £m | £m | £m | £m | |
| 2024 | |||||
Share-based payment awards | 4 | 4 | – | – | 8 |
Tax losses | 58 | – | (8) | – | 50 |
Bonuses | 10 | – | 1 | – | 11 |
Intangible assets arising on consolidation | (113) | – | 10 | – | (103) |
Other timing differences | 31 | – | (5) | 1 | 27 |
(10) | 4 | (2) | 1 | (7) |
| Effect of | |||||
| Recognised | movements | ||||
| At | Recognised in | in profit | in exchange | At | |
| 1 January | equity | or loss | rates | 31 December | |
| £m | £m | £m | £m | £m | |
| 2023 | |||||
Share-based payment awards | 4 | – | – | – | 4 |
Tax losses | 23 | – | 36 | (1) | 58 |
Bonuses | 11 | – | – | (1) | 10 |
Intangible assets arising on consolidation | (138) | – | 21 | 4 | (113) |
Other timing differences | 30 | – | 2 | (1) | 31 |
(70) | – | 59 | 1 | (10) |
| 2024 | 2023 | |
| (restated) | ||
| £m | £m | |
| Non-current receivables | ||
Finance lease receivables | 21 | 27 |
Other receivables | 6 | 6 |
27 | 33 | |
| Current receivables | ||
Trade receivables | 294 | 304 |
Contract assets¹ | 12 | 11 |
Amounts due from clearing organisations | 22 | 37 |
Deposits paid for securities borrowed² | 2,497 | 1,776 |
Finance lease receivables | 6 | 3 |
Other debtors | 32 | 41 |
Owed by associates and joint ventures | 4 | 4 |
Prepayments | 126 | 98 |
Corporation tax | 5 | 5 |
2,998 | 2,279 |
| Less than | 31–60 | 61–90 | Greater than | |||
| 30 days | days | days | 91 days | |||
| Total | Not past due | past due | past due | past due | past due | |
| Trade receivables and contract assets | £m | £m | £m | £m | £m | £m |
| 2024 | ||||||
EMEA | 157 | 58 | 32 | 15 | 9 | 43 |
Americas | 107 | 50 | 22 | 10 | 6 | 19 |
Asia Pacific | 35 | 18 | 9 | 4 | 2 | 2 |
Gross trade receivables | 299 | 126 | 63 | 29 | 17 | 64 |
Contract assets | 12 | 12 | – | – | – | – |
| Total trade receivables and contract assets | 311 | 138 | 63 | 29 | 17 | 64 |
Effective expected credit loss rate | % | % | % | % | % | |
Lifetime ECL | (5) | 0.15% | 0.28% | 0.48% | 0.65% | 6.45% |
| 306 |
| Total | Not past due | Less than | 31–60 | 61–90 | Greater than | |
| 30 days | days | days | 91 days | |||
| (restated)¹ | (restated)¹ | past due | past due | past due | past due | |
| Trade receivables and contract assets | £m | £m | £m | £m | £m | £m |
| 2023 | ||||||
EMEA | 158 | 58 | 29 | 12 | 7 | 52 |
Americas | 118 | 50 | 22 | 12 | 6 | 28 |
Asia Pacific | 33 | 17 | 8 | 3 | 1 | 4 |
Gross trade receivables | 309 | 125 | 59 | 27 | 14 | 84 |
Contract assets | 11 | 11 | – | – | – | – |
| Total trade receivables and contract assets | 320 | 136 | 59 | 27 | 14 | 84 |
Effective expected credit loss rate | % | % | % | % | % | |
Lifetime ECL | (5) | 0.31% | 0.21% | 0.43% | 0.92% | 4.85% |
| 315 |
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024184 185
Financial statements
24. Trade and other receivables continued
| 2024 | 2023 | |
| £m | £m | |
| Year 1 | 5 | 5 |
Year 2 | 5 | 5 |
Year 3 | 3 | 5 |
Year 4 | 3 | 3 |
Year 5 | 3 | 3 |
Onwards | 14 | 17 |
Undiscounted lease payments | 33 | 38 |
Less: unearned finance income | (6) | (8) |
Present value of lease payments receivable | 27 | 30 |
Net investment in the lease | 27 | 30 |
| 2024 | 2023 | |
| £m | £m | |
Recoverable after 12 months | 28 | 33 |
Recoverable within 12 months | 5 | 5 |
| 2024 | 2023 | |
| £m | £m | |
Recoverable after 12 months | 23 | 27 |
Recoverable within 12 months | 4 | 3 |
| 2024 | 2023 | |
| £m | £m | |
Interest on the net investment in finance leases | 2 | 2 |
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
| 2024 | 2023 | |
| (restated) | ||
| £m | £m | |
Trade payables | 39 | 40 |
Amounts due to clearing organisations | 1 | 6 |
Deposits received for securities loaned3 | 2,457 | 1,773 |
Deferred consideration (Note 35) | – | 51 |
Contract liabilities¹ | 3 | 2 |
Other creditors² | 130 | 85 |
Accruals | 401 | 384 |
Owed to associates and joint ventures | 3 | 3 |
Tax and social security | 33 | 28 |
3,067 | 2,372 |
| 2024 | 2023 | |
| £m | £m | |
| Financial assets at fair value through profit or loss | ||
Matched Principal financial assets | 6 | 24 |
Fair value gains on unsettled Matched Principal transactions | 165 | 545 |
171 | 569 | |
| Financial liabilities at fair value through profit or loss | ||
Matched Principal financial liabilities | (24) | – |
Fair value losses on unsettled Matched Principal transactions | (165) | (541) |
(189) | (541) | |
| Notional contract amounts of unsettled Matched Principal transactions | ||
Unsettled Matched Principal Sales | 27,137 | 125,673 |
Unsettled Matched Principal Purchases | 27,155 | 125,645 |
| Less than | Greater than | ||
| one year | one year | Total | |
| £m | £m | £m | |
| 2024 | |||
Overdrafts | 2 | – | 2 |
Sterling Notes May 2026 | 2 | 249 | 251 |
Sterling Notes November 2028 | 1 | 248 | 249 |
Sterling Notes April 2030 | 4 | 247 | 251 |
9 | 74 4 | 753 |
| Less than | Greater than | ||
| one year | one year | Total | |
| £m | £m | £m | |
| 2023 | |||
Overdrafts | 10 | – | 10 |
Sterling Notes January 2024 | 37 | – | 37 |
Sterling Notes May 2026 | 1 | 249 | 250 |
Sterling Notes November 2028 | 1 | 248 | 249 |
Sterling Notes April 2030 | 4 | 247 | 251 |
Liquidnet Vendor Loan Notes March 2024 | 40 | – | 40 |
93 | 74 4 | 837 |
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024186 187
Financial statements
27. Loans and borrowings continued
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
27. Loans and borrowings continued
28. Lease liabilities
Maturity analysis
| 2024 | 2023 | |
| £m | £m | |
Year 1 | 44 | 44 |
Year 2 | 42 | 42 |
Year 3 | 33 | 40 |
Year 4 | 30 | 32 |
Year 5 | 34 | 29 |
Onwards | 96 | 142 |
279 | 329 | |
Less: future interest expense | (58) | (78) |
221 | 251 |
Analysed as:
| 2024 | 2023 | |
| £m | £m | |
Included in current liabilities | 31 | 28 |
Included in non-current liabilities | 190 | 223 |
221 | 251 |
The average effective interest rate on finance leases approximates to 6.47% (2023: 6.23%) per annum.
The cash flows in respect of finance leases are set out in Note 37.
At 31 December 2024, the Group is committed to £1m (2023: £1m) for short-term leases.
29. Provisions
(a) Provision movements during the year
| Legal | ||||
| Property | Restructuring | and other | Total | |
| £m | £m | £m | £m | |
| 2024 | ||||
At 1 January 2024 | 12 | 5 | 28 | 45 |
Charge to income statement | 5 | 6 | 7 | 18 |
Utilisation of provision | – | (5) | (7) | (12) |
Reclassification | 2 | – | (2) | – |
Effect of movements in exchange rates | – | – | – | – |
At 31 December 2024 | 19 | 6 | 26 | 51 |
| Legal | ||||
| Property | Restructuring | and other | Total | |
| £m | £m | £m | £m | |
| 2023 | ||||
At 1 January 2023 | 13 | 7 | 20 | 40 |
Charge to income statement | – | 6 | 12 | 18 |
Utilisation of provision | – | (8) | (4) | (12) |
Effect of movements in exchange rates | (1) | – | – | (1) |
At 31 December 2023 | 12 | 5 | 28 | 45 |
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024188 189
Financial statements
29. Provisions continued
(a) Provision movements during the year continued
| 2024 | 2023 | |
| £m | £m | |
Included in current liabilities | 17 | 14 |
Included in non-current liabilities | 34 | 31 |
51 | 45 |
Property provisions outstanding as at 31 December 2024 relate to provisions in respect of building dilapidations, representing the
estimated cost of making good dilapidations and disrepair on various leasehold buildings, and are expected to be utilised over the next
10 years.
Restructuring provisions outstanding as at 31 December 2024 relate to termination and other employee related costs. It is expected that
the remaining obligations will be discharged during 2025.
Legal and other provisions include provisions for legal claims brought against subsidiaries of the Group together with provisions against
obligations for certain long-term employee benefits and non-property related onerous contracts. At present the timing and amount of
any payments are uncertain and provisions are subject to regular review. It is expected that the obligations will be discharged over the
next 16 years.
Commodities and Futures Trading Commission – Bond issuances investigation
ICAP Global Derivatives Limited (‘IGDL’), ICAP Energy LLC (‘Energy’), ICAP Europe Limited (‘IEL’), Tullett Prebon Americas Corp. (‘TPAC’), tpSEF
Inc. (‘tpSEF’), Tullett Prebon Europe Limited (‘TPEL’) Tullett Prebon (Japan) Limited (‘TPJL’) and Tullett Prebon (Australia) Limited (‘TPAL’) are
currently responding to an investigation by the CFTC in relation to the pricing of issuances utilising certain of TP ICAP’s indicative broker
pricing screens and certain record keeping matters including in relation to employee use of personal devices for business communications
and other books and records matters. The investigation remains open and the Group is co-operating with the CFTC in its enquiries. Whilst it is
not possible to predict the ultimate outcome of the investigation, the Group has made a provision reflecting management’s best estimate as
at this date of the cost of settling the investigation. As allowed for UK financial reporting, the Group has not disclosed the amount provided
as it is considered to be seriously prejudicial to the Group’s interest and in reaching a settlement. The actual outcome may differ significantly
from management’s current estimate. As the relevant matters occurred prior to the Group’s acquisition of the IGBB and the Group reached a
related settlement in 2023 with ICAP’s successor company, NEX Group Limited, under the terms of the purchase agreement, and on
confidential terms.
Securities Exchange Commission – Liquidnet Inc. investigation
In October 2022, Liquidnet Inc. (‘Liquidnet’) received an inquiry from the Securities and Exchange Commission relating to, among other
things, compliance with SEC Rule 15c3-5 and audit trail and access permissions to its ATS platforms. This matter was resolved in January
2025 and a civil monetary penalty of $5 million was paid.
| 2024 | 2023 | |
| £m | £m | |
Accruals and deferred income | 4 | 5 |
Other creditors | 18 | – |
22 | 5 |
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024190 191
Financial statements
31. Financial instruments continued
| FVTPL | FVTOCI | FVTOCI | |||
| trading | debt | equity | Amortised | Total carrying | |
| instruments | instruments | instruments | cost | amount | |
| Financial assets | £m | £m | £m | £m | £m |
| 2024 | |||||
| Non-current financial assets measured at fair value | |||||
Equity securities | – | – | 16 | – | 16 |
Corporate debt securities | – | 2 | – | – | 2 |
| Non-current financial assets not measured at fair value | |||||
Other receivables | – | – | – | 6 | 6 |
Finance lease receivables | – | – | – | 21 | 21 |
– | 2 | 16 | 27 | 45 | |
| Current financial assets measured at fair value | |||||
Matched Principal financial assets | 6 | – | – | – | 6 |
Fair value gains on unsettled Matched Principal transactions | 165 | – | – | – | 165 |
Government debt securities | – | 66 | – | – | 66 |
| Current financial assets not measured at fair value¹ | |||||
Term deposits | – | – | – | 94 | 94 |
Other debtors | – | – | – | 32 | 32 |
Owed by associates and joint ventures | – | – | – | 4 | 4 |
Trade receivables | – | – | – | 294 | 294 |
Amounts due from clearing organisations | – | – | – | 22 | 22 |
Deposits paid for securities borrowed | – | – | – | 2,497 | 2,497 |
Finance lease receivables | – | – | – | 6 | 6 |
Cash and cash equivalents | – | – | – | 1,068 | 1,068 |
171 | 66 | – | 4,017 | 4,254 | |
Total financial assets | 171 | 68 | 16 | 4,044 | 4,299 |
| FVTPL | FVTOCI | FVTOCI | Total carrying | ||
| trading | debt | equity | Amortised | amount | |
| instruments | instruments | instruments | cost | (restated)² | |
| Financial assets | £m | £m | £m | £m | £m |
| 2023 | |||||
| Non-current financial assets measured at fair value | |||||
Equity securities | – | – | 17 | – | 17 |
Corporate debt securities | – | 2 | – | – | 2 |
| Non-current financial assets not measured at fair value | |||||
Other receivables | – | – | – | 6 | 6 |
Finance lease receivables | – | – | – | 27 | 27 |
– | 2 | 17 | 33 | 52 | |
| Current financial assets measured at fair value | |||||
Matched Principal financial assets | 24 | – | – | – | 24 |
Fair value gains on unsettled Matched Principal transactions | 545 | – | – | – | 545 |
Government debt securities | – | 92 | – | – | 92 |
| Current financial assets not measured at fair value¹ | |||||
Term deposits | – | – | – | 97 | 97 |
Other debtors | – | – | – | 41 | 41 |
Owed by associates and joint ventures | – | – | – | 4 | 4 |
Trade receivables | – | – | – | 304 | 304 |
Amounts due from clearing organisations | – | – | – | 37 | 37 |
Deposits paid for securities borrowed | – | – | – | 1,776 | 1,776 |
Finance lease receivables | – | – | – | 3 | 3 |
Cash and cash equivalents | – | – | – | 1,029 | 1,029 |
569 | 92 | – | 3,302 | 3,952 | |
Total financial assets | 569 | 94 | 17 | 3,335 | 4,004 |
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
31 Financial instruments continued
(c)Categorisationoffinancialassetsandliabilitiescontinued
£m | |||||
£m | |||||
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024192 193
Financial statements
31. Financial instruments continued
(d) Credit risk continued
| Due | Due | ||||
| between | between | Due | |||
| Due within | 3 months and | 1 year and | after | ||
| 3 months | 12 months | 5 years | 5 years | Total | |
| £m | £m | £m | £m | £m | |
| 2024 | |||||
Settlement of open Matched Principal purchases | 27,155 | – | – | – | 27,155 |
Deposits received for securities loaned | 2,457 | – | – | – | 2,457 |
Trade payables | 39 | – | – | – | 39 |
Amounts due to clearing organisations | 1 | – | – | – | 1 |
Other creditors² | 111 | 20 | 18 | – | 149 |
Accruals¹ | 109 | – | – | – | 109 |
Owed to associates and joint ventures | 3 | – | – | – | 3 |
Lease liabilities | 11 | 33 | 139 | 96 | 279 |
Overdrafts | 2 | – | – | – | 2 |
Sterling Notes May 2026 | – | 13 | 257 | – | 270 |
Sterling Notes November 2028 | – | 7 | 270 | – | 277 |
Sterling Notes April 2030 | – | 20 | 339 | – | 359 |
Liquidnet Vendor Loan Notes March 2024 | – | – | – | – | – |
Deferred consideration | – | – | – | – | – |
29,888 | 93 | 1,023 | 96 | 31,100 |
| Due | Due | ||||
| between | between | Due | |||
| Due within | 3 months and | 1 year and | after | ||
| 3 months | 12 months | 5 years | 5 years | Total | |
| £m | £m | £m | £m | £m | |
| 2023 | |||||
Settlement of open Matched Principal purchases | 125,645 | – | – | – | 125,645 |
Deposits received for securities loaned | 1,773 | – | – | – | 1,773 |
Trade payables | 40 | – | – | – | 40 |
Amounts due to clearing organisations | 6 | – | – | – | 6 |
Other creditors | 85 | – | – | – | 85 |
Accruals | 97 | – | – | – | 97 |
Owed to associates and joint ventures | 3 | – | – | – | 3 |
Lease liabilities | 7 | 37 | 143 | 142 | 329 |
Overdrafts | 10 | – | – | – | 10 |
Sterling Notes January 2024 | 37 | – | – | – | 37 |
Sterling Notes May 2026 | – | 13 | 270 | – | 283 |
Sterling Notes November 2028 | – | 7 | 276 | – | 283 |
Sterling Notes April 2030 | – | 20 | 79 | 279 | 378 |
Liquidnet Vendor Loan Notes March 2024 | 40 | – | – | – | 40 |
Deferred consideration | 51 | – | – | – | 51 |
127,794 | 77 | 768 | 421 | 129,060 |
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
31. Financial instruments continued
| Change in foreign currency financial | Change in translation of foreign | |||
| assets and liabilities – profit or loss | operations – equity | |||
| 2024 | 2023 | 2024 | 2023 | |
| £m | £m | £m | £m | |
| Currency: | ||||
– USD | (11) | (9) | (94) | (93) |
– EUR | (3) | (6) | (13) | (11) |
– SGD | – | – | (12) | (9) |
– HKD | – | – | (9) | (8) |
– JPY | – | – | (5) | (5) |
– AUD | – | – | (3) | (3) |
2024 | 2023 | |||
| +100bps | -100bps | +100bps | -100bps | |
| £m | £m | £m | £m | |
| Income/(expense) arising on: | ||||
– floating rate assets | 7 | (7) | 5 | (5) |
– floating rate liabilities | – | – | – | – |
Net income/(expense) for the year | 7 | (7) | 5 | (5) |
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024194 195
Financial statements
31. Financial instruments continued
(h)Fairvaluemeasurementsrecognisedinthestatementoffinancialpositioncontinued
| Level 1 | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| £m | £m | £m | £m | |
| 2023 | ||||
| Non-financial assets measured at fair value | ||||
Investment properties | – | – | 12 | 12 |
| Financial assets measured at fair value | ||||
Matched Principal financial assets | 24 | – | – | 24 |
Fair value gain on unsettled Matched Principal transactions | 545 | – | – | 545 |
Equity instruments | – | 8 | 9 | 17 |
Corporate debt securities | – | – | 2 | 2 |
Government debt securities | 92 | – | – | 92 |
| Financial liabilities measured at fair value | ||||
Fair value losses on unsettled Matched Principal transactions | (541) | – | – | (541) |
Deferred consideration | – | (51) | – | (51) |
120 | (43) | 23 | 100 |
| Investment | Equity | Deferred | |||
| properties | instruments | Debt securities | consideration | ||
| (at FVTPL) | (at FVTOCI) | (at FVTOCI) | (at FVTPL) | Total | |
| 2024 | £m | £m | £m | £m | £m |
Balance as at 1 January | 12 | 9 | 2 | – | 23 |
| Net change in fair value – charged to the income statement | (9) | – | – | – | (9) |
Net change in fair value – charged to other comprehensive income | – | (2) | – | – | (2) |
Additions during the year | – | – | – | – | – |
Amounts settled during the year | – | – | – | – | – |
Transfer of liabilities to Level 2 | – | – | – | – | – |
Effect of movements in exchange rates | – | – | – | – | – |
Balance as at 31 December | 3 | 7 | 2 | – | 12 |
| Investment | Equity | Deferred | |||
| properties | instruments | Debt securities | consideration | ||
| (at FVTPL) | (at FVTOCI) | (at FVTOCI) | (at FVTPL) | Total | |
| 2023 | £m | £m | £m | £m | £m |
Balance as at 1 January | – | 10 | 2 | (56) | (44) |
Net change in fair value – charged to the income statement | – | – | – | 4 | 4 |
Additions during the year | 12 | – | – | – | 12 |
Amounts settled during the year | – | – | – | 1 | 1 |
Transfer of liabilities to Level 2 | – | – | – | 51 | 51 |
Effect of movements in exchange rates | – | (1) | – | – | (1) |
Balance as at 31 December | 12 | 9 | 2 | – | 23 |
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
| 2024 | 2023 | |
| No. | No. | |
| Allotted, issued and fully paid | ||
| Ordinary shares of 25p | ||
As at 1 January | 788,670,932 | 788,670,932 |
Issue of ordinary shares | 6,720,000 | – |
As at 31 December | 795,390,932 | 788,670,932 |
| 2024 | 2023 | |
| £m | £m | |
As at 1 January | 197 | 197 |
Issue of new ordinary shares | 2 | – |
As at 31 December | 199 | 197 |
| Reorgan- | Hedging | |||||
| isation | Revaluation | and | Treasury | Own | Other | |
| reserve | reserve | translation | shares | shares | reserves | |
| £m | £m | £m | £m | £m | £m | |
| 2024 | ||||||
As at 1 January 2024 | (946) | 3 | 29 | (29) | (20) | (963) |
Exchange differences on translation of foreign operations | – | – | (7) | – | – | (7) |
Equity investments at FVOCI – net changes in fair value | – | 5 | – | – | – | 5 |
Total comprehensive income | – | 5 | (7) | – | – | (2) |
Share settlement of share-based payment awards | – | – | – | – | 13 | 13 |
Own shares acquired for employee trusts | – | – | – | – | (45) | (45) |
Own shares acquired under share buyback | – | – | – | (48) | – | (48) |
Gain on disposal of equity instruments at FVTOCI | – | (4) | – | – | – | (4) |
As at 31 December 2024 | (946) | 4 | 22 | (77) | (52) | (1,049) |
| Reorgan- | Hedging | |||||
| isation | Revaluation | and | Treasur y | Own | Other | |
| reserve | reserve | translation | shares | shares | reserves | |
| £m | £m | £m | £m | £m | £m | |
| 2023 | ||||||
As at 1 January 2023 | (946) | 5 | 109 | – | (22) | (854) |
Exchange differences on translation of foreign operations | – | – | (82) | – | – | (82) |
Taxation on components of other comprehensive income | – | – | 2 | – | – | 2 |
Total comprehensive income | – | – | (80) | – | – | (80) |
Share settlement of share-based payment awards | – | – | – | – | 9 | 9 |
Own shares acquired for employee trusts | – | – | – | – | (7) | (7) |
Own shares acquired under share buyback | – | – | – | (29) | – | (29) |
Gain on disposal of equity instruments at FVTOCI | – | (2) | – | – | – | (2) |
As at 31 December 2023 | (946) | 3 | 29 | (29) | (20) | (963) |
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024196 197
Financial statements
33. Reconciliation of shareholders’ funds continued
(b) Other reserves continued
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
33. Reconciliation of shareholders’ funds continued
| Equity attributable to equity holders of the parent | ||||||
| Share capital | Other reserves | Retained | Non-controlling | Total | ||
| Note 33(a) | Note 33(b) | earnings | Total | interests | equity | |
| £m | £m | £m | £m | £m | £m | |
| 2024 | ||||||
As at 1 January 2024 | 197 | (963) | 2,814 | 2,048 | 17 | 2,065 |
Profit for the year | – | 167 | 167 | 3 | 170 | |
| Remeasurement of defined benefit | ||||||
pension schemes | – | – | – | – | – | – |
Equity investments at FVOCI – net changes in fair value | – | 5 | – | – | – | 5 |
| Exchange differences on translation | ||||||
of foreign operations | – | (7) | – | – | – | (7) |
Taxation on components of other comprehensive income | – | – | – | – | – | – |
Total comprehensive income | – | (2) | 167 | 165 | 3 | 168 |
Dividends paid | – | (113) | (113) | (2) | (115) | |
| Dividend equivalents paid on equity settled | ||||||
| share-based awards | – | – | (2) | (2) | – | (2) |
| Share settlement of share-based | ||||||
payment awards | – | 13 | (13) | – | – | – |
Own shares acquired for employee trusts | – | (45) | – | (45) | – | (45) |
Own shares acquired under share buyback | – | (48) | – | (48) | – | (48) |
Issuance of ordinary shares | 2 | – | (2) | – | – | – |
| Gain on disposal of equity instruments | ||||||
at FVTOCI | – | (4) | 4 | – | – | – |
| Credit arising on equity settled share-based | ||||||
awards (Note 34) | – | – | 33 | 33 | – | 33 |
| Taxation on equity settled share-based | ||||||
payments (Note 23) | – | – | 4 | 4 | – | 4 |
Credit arising on the exchange of cash to equity settled share-based awards (Note 34) | – | – | 18 | 18 | – | 18 |
As at 31 December 2024 | 199 | (1,049) | 2,910 | 2,060 | 18 | 2,078 |
| Equity attributable to equity holders of the parent | ||||||
| Share capital | Other reserves | Retained | Non-controlling | Total | ||
| Note 33(a) | Note 33(b) | earnings | Total | interests | equity | |
| £m | £m | £m | £m | £m | £m | |
| 2023 | ||||||
As at 1 January 2023 | 197 | (854) | 2,800 | 2,143 | 18 | 2,161 |
Profit for the year | – | – | 74 | 74 | 2 | 76 |
| Remeasurement of defined benefit | ||||||
pension schemes | – | – | 46 | 46 | – | 46 |
Equity investments at FVOCI – net changes in fair value | – | – | – | – | – | – |
| Exchange differences on translation | ||||||
of foreign operations | – | (82) | – | (82) | (1) | (83) |
Taxation on components of other comprehensive income | – | 2 | (16) | (14) | – | (14) |
Total comprehensive income | – | (80) | 104 | 24 | 1 | 25 |
Dividends paid | – | – | (99) | (99) | (2) | (101) |
| Dividend equivalents paid on equity settled | ||||||
share-based awards | – | – | – | – | – | – |
| Share settlement of share-based | ||||||
payment awards | – | 9 | (10) | (1) | – | (1) |
Own shares acquired for employee trusts | – | (7) | – | (7) | – | (7) |
Own shares acquired under share buyback | – | (29) | – | (29) | – | (29) |
Issuance of ordinary shares | – | – | – | – | – | – |
| Gain on disposal of equity instruments | ||||||
at FVTOCI | – | (2) | 2 | – | – | – |
| Credit arising on equity settled share-based | ||||||
payment awards (Note 34) | – | – | 17 | 17 | – | 17 |
As at 31 December 2023 | 197 | (963) | 2,814 | 2,048 | 17 | 2,065 |
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024198 199
Financial statements
34. Share-based awards
Deferred Bonus Plan
Annual awards are made to Executive Directors and the Group’s Senior Managers under the Group’s Deferred Bonus Plan.
Under this Plan, the Group’s Executive Directors have 50% of their annual discretionary bonus awarded in deferred shares, and employees
identified as senior managers have up to 60% of their annual discretionary bonus awarded in deferred shares. These awards will be settled
with TP ICAP Group plc shares and are subject to the completion of service conditions and the fulfilment of other conduct requirements.
The number of shares in respect of a bonus year is determined after the close period for that year at the then market price, and the awards
vest over three years from the grant. The fair value of the shares equates to the monetary value of the awards at grant date and includes
the value of expected dividends that will accrue to the beneficiaries. The weighted average grant date fair value for awards granted in
2024 was 225.2p per share (2023: 180.1p per share).
Awards may be settled through the issue of new shares, release of treasury shares or using shares purchased in the market.
| Executive Directors | Senior Managers | Total | ||
| 2024 | No. | No. | No. | |
Outstanding as at 1 January | 1,573,946 | 7,528,453 | 9,102,399 | |
Granted | 806,908 | 4,486,795 | 5,293,703 | |
Forfeited | – | (116,964) | (116,964) | |
Settled | (944,148) | (3,670,873) | (4,615,021) | |
Outstanding as at 31 December | 1,436,706 | 8,227,411 | 9,66 | 4,117 |
| Executive Directors | Senior Managers | Total | |
| 2023 | No. | No. | No. |
Outstanding as at 1 January | 1,654,960 | 4,682,442 | 6,337,402 |
Granted | 629,692 | 5,060,756 | 5,690,448 |
Forfeited | – | (182,979) | (182,979) |
Settled | (710,706) | (2,031,766) | (2,742,472) |
Outstanding as at 31 December | 1,573,946 | 7,528,453 | 9,102,399 |
At the year end closing share price of 258.0p per share the estimated total number of deferred shares for the 2024 bonus year was 5,229,972.
Long Term Incentive Plan
The Long Term Incentive Plan (‘LTIP’) was for Executive Directors and other senior employees. Awards are no longer being granted under
this Plan. Awards made to Executive Directors were up to a maximum of 2.5x base salary. Awards made to senior employees were based on
the recommendation of the Chief Executive Officer, approved by the Remuneration Committee, and were up to a maximum of 2x base
salary. Awards were subject to agreed performance conditions applicable to each grant.
| 2024 | 2023 | |
| No. | No. | |
Outstanding as at 1 January | 2,907,575 | 6,124,972 |
Forfeited | (1,212,733) | (3,217,397) |
Settled | (1,694,842) | – |
Outstanding as at 31 December | – | 2,907,575 |
At the end of each performance period, the number of shares vesting were determined based on the application of the relevant
performance conditions and, where applicable, will be subject to a two-year holding period. During the holding period, the shares cannot
be sold (other than to cover the cost of any applicable taxes) and will be eligible for dividend equivalence.
Awards could be settled through the issue of new shares, release of treasury shares or using shares purchased in the market.
Restricted Share Plan
The Restricted Share Plan (‘RSP’) is for Executive Directors and other senior employees. Awards made to Executive Directors are up to a
maximum of 1.25x base salary. Awards made to senior employees are based on the recommendation of the Chief Executive Officer and
subject to approval by the Remuneration Committee. All awards are subject to agreed performance conditions applicable to each grant.
| 2024 | 2023 | |
| No. | No. | |
Outstanding as at 1 January | 5,114,743 | 3,400,957 |
Granted | 1,839,423 | 1,713,786 |
Outstanding as at 31 December | 6,954,166 | 5,114,743 |
In 2024, shares to a maximum of 971,028 (2023: 1,201,252) were awarded to the Executive Directors. These awards are subject to
performance conditions measured over a three-year period the details of which are set out in ‘Scheme interests awarded in the year
(audited)’ of the Report of the Remuneration Committee (page 137). Separate awards amounting to 868,395 (2023: 512,534) shares were
made to senior employees which are subject to the completion of performance conditions and the fulfilment of other conduct
requirements, vesting three years from the date of grant. The weighted average grant date fair value for awards granted in 2024 was
225.2p per share (2023: 180.1p per share).
Under the Scheme Rules awards may be settled through the issue of new shares, release of treasury shares or using shares purchased
in the market.
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
34. Share-based awards continued
Special Equity Award Plan
The Special Equity Award Plan (‘SEAP’) is for eligible employees. The Executive Directors are not eligible for awards under this plan.
Awards are made to eligible employees based on the recommendation of the Chief Executive Officer and subject to approval by the
Remuneration Committee. Awards are subject to the completion of service conditions and the fulfilment of other conduct requirements
and vest three years from the date of grant. The fair value of the shares equates to the monetary value of the awards at grant date and
includes the value of expected dividends that will accrue to the beneficiaries. The weighted average grant date fair value for awards
granted in 2024 was 222.05p per share (2023: 170.26p per share).
| 2024 | 2023 | |
| No. | No. | |
Outstanding as at 1 January | 7,566,395 | 7,446,203 |
Granted | 1,439,028 | 1,207,008 |
Forfeited | (125,488) | (205,133) |
Settled | (1,945,231) | (881,683) |
Outstanding as at 31 December | 6,934,704 | 7,566,395 |
Awards may be settled through the issue of new shares, release of treasury shares or using shares purchased in the market.
Save As You Earn share option plan
The Group has four Save As You Earn (‘SAYE’) share option plans in operation as at 31 December 2024. Eligible employees can save up
to £500 per month with the option to use the savings to acquire shares. Options are exercisable within six months following the third
anniversary of the commencement of a three-year savings contract, or in the case of redundancy, injury, disability or retirement, a reduced
number of options are exercisable within six months of ceasing employment.
The exercise price of the award granted in 2024 was 180.26p and was set at a 20% discount to the market value immediately preceding
the date of invitation. The exercise price per share of awards granted in prior years were 2023: 141.44p, 2022: 119.97p and 2021: 192.94p
with all being set at a 20% discount to the market value immediately preceding the date of invitation.
The fair values of share options are calculated using a Black-Scholes model. The 2024 grant has a 47.0p fair value, based on the share price
at the date of the grant of 211.0p, estimated volatility of 35%, estimated dividend yield of 6.97% and a risk free rate of 4.49%.
| WAEP¹ | ||
2024 | No. of options | £ |
Outstanding as at 1 January | 7,548,639 | 1.2822 |
Granted | 1,067,808 | 1.8026 |
Forfeited | (168,994) | 1.3125 |
Cancelled | (256,222) | 1.5356 |
Expired | (46,181) | 1.4355 |
Exercised | (495,505) | 1.8140 |
Outstanding as at 31 December | 7,649,545 | 1.3103 |
Exercisable options as at 31 December | 65,229 | 1.2507 |
| WAEP¹ | ||
| (restated)2 | ||
2023 | No. of options | £ |
Outstanding as at 1 January | 7,803,650 | 1.2752 |
Granted | 1,360,340 | 1.4144 |
Forfeited | (291,456) | 1.3471 |
Cancelled | (1,196,085) | 1.3779 |
Expired | (54,625) | 1.2495 |
Exercised | (73,185) | 1.1997 |
Outstanding as at 31 December | 7,548,639 | 1.2822 |
Exercisable options as at 31 December | 93,672 | 1.3450 |
1 Weighted average exercise price.
2 Restated to reflect corrections calculated WAEP prices.
Under the Scheme Rules awards may be settled through the issue of new shares, release of treasury shares or using shares purchased
in the market. The weighted average share price at the date of exercise was 224.22p per share (2023: 173.37p per share).
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024200 201
Financial statements
34. Share-based awards continued
| 2024 | 2023 | |
| No. | No. | |
Outstanding at the beginning of the year | 1 5, 48 7, 576 | 8,567,641 |
Granted during the year | – | 9,378,457 |
Forfeited during the year | (13,093) | (95,227) |
Settled during the year | (2,560,746) | (2,363,295) |
Cancelled/exchanged | (12,913,737) | – |
Outstanding at the end of the year | – | 15,487,576 |
| 2024 | |
| No. | |
| Outstanding at the beginning of the year | – |
Granted during the year | 8,628,045 |
Granted/exchanged | 12,913,737 |
Forfeited during the year | (12,542) |
Settled during the year | (3,184,208) |
Outstanding at the end of the year | 18,345,032 |
| 2024 | 2023 | |
| Amounts charged to the Income Statement | £m | £m |
Charge arising from the Deferred Bonus Plan | 11 | 8 |
Charge arising from the Long Term Incentive Plan | 1 | 1 |
Charge arising from the Special Equity Award Plan | 3 | 4 |
Charge arising from the Restricted Share Plan | 2 | 3 |
Charge arising from the SAYE Plan | 1 | 1 |
Charge arising from the Global Equity Plan | 15 | – |
Total for equity settled awards | 33 | 17 |
Charge arising from the Global Equity Linked Plan | 6 | 17 |
39 | 34 |
| 2024 | 2023 | |
| Amounts recognised in Equity | £m | £m |
Credit arising on equity settled share-based awards | 33 | 17 |
Credit arising on the exchange of cash to equity settled share-based awards | 18 | – |
51 | 17 |
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
35. Acquisitions
Analysis of deferred consideration in respect of acquisitions
Certain acquisitions made by the Group are satisfied in part by deferred consideration, comprising contingent and non-contingent
amounts, depending on the terms of each acquisition. The amount of contingent consideration payable is dependent upon the
performance of each acquisition relative to the performance conditions applicable to that acquisition.
Deferred consideration payment made during the year relates to the Liquidnet acquisition.
| 2024 | 2023 | |
| £m | £m | |
At 1 January | 51 | 56 |
Adjustments to deferred consideration charged to administrative expenses | – | (3) |
Adjustments to deferred consideration charged to finance costs | (1) | (1) |
Cash-settled | (50) | (1) |
At 31 December | – | 51 |
Amounts falling due within one year | – | 51 |
Amounts falling due after one year | – | – |
At 31 December | – | 51 |
36. Reconciliation of operating result to net cash flow from operating activities
| 2024 | 2023 | |
| restated¹ | ||
| £m | £m | |
Profit before tax | 214 | 96 |
Add back: finance costs | 64 | 63 |
Deduct: finance income | (42) | (34) |
Earnings before interest and tax (‘EBIT’) | 236 | 125 |
| Adjustments for: | ||
– Share-based payment charge | 33 | 17 |
– Depreciation of property, plant and equipment | 19 | 22 |
– Impairment of property, plant and equipment | 1 | 5 |
– Depreciation of right-of-use assets | 23 | 23 |
– Impairment of right-of-use assets | 5 | 6 |
– Amortisation of intangible assets | 30 | 28 |
– Impairment of intangible assets | 2 | – |
– Amortisation of intangible assets arising on consolidation | 42 | 44 |
– Impairment of intangible assets arising on consolidation | – | 39 |
– Impairment of goodwill | – | 47 |
– Remeasurement of deferred consideration | – | (2) |
– Fair value adjustment to investment in property | 9 | – |
– Gain on remeasurement on finance lease liabilities | (12) | – |
Net operating cash flow before movement in working capital | 388 | 354 |
(Increase)/decrease in trade and other receivables | (13) | 69 |
Decrease/(increase) in net Matched Principal related balances | 46 | (20) |
Increase in net balances with Clearing Organisations | 10 | – |
(Increase) in net stock lending balances | (38) | (4) |
Increase in trade and other payables | 69 | 33 |
Increase in provisions | 5 | 6 |
Cash flow from operating activities | 467 | 438 |
1 2023 balances have been restated to reflect the change in presentation as set out in Note 2(d).
> ‘Finance costs’ and ‘Earnings before interest and tax’ have reduced by £3m.
> the previously reported ‘adjustment for the unrealised exchange gain on Vendor Loan Notes’ of £2m has been reclassified to financing and no longer appears as an add
back to operating activities.
> ‘Remeasurement of deferred consideration’ has been reduced by £1m with the unrealised exchange gain reclassified to financing.
There has been no change to ‘Net operating cash flow before movement in working capital’ or to ‘Net cash flow from operating activities’.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024202 203
Financial statements
| Exchange | |||||
| At | Non-cash | rate | At | ||
| 1 January | Cash items | items | movements | 31 December | |
| £m | £m | £m | £m | £m | |
| 2024 | |||||
Cash and cash equivalents | 1,029 | 38 | – | 1 | 1,068 |
Overdrafts | (10) | 8 | – | – | (2) |
1,019 | 46 | – | 1 | 1,066 | |
Financial investments | 189 | (24) | – | (5) | 160 |
Sterling Notes January 2024 | (37) | 37¹ | – | – | – |
Sterling Notes May 2026 | (250) | 13² | (14) | – | (251) |
Sterling Notes November 2028 | (249) | 7² | (7) | – | (249) |
Sterling Notes April 2030 | (251) | 20² | (20) | – | (251) |
Liquidnet Vendor Loan Notes | (40) | 39³ | – | 1 | – |
Total debt excluding lease liabilities | (827) | 116 | (41) | 1 | (751) |
Lease liabilities | (251) | 42⁴ | (11) | (1) | (221) |
Total financing liabilities | (1,078) | 158 | (52) | – | (972) |
Net (debt)/funds | 130 | 180 | (52) | (4) | 254 |
| Exchange | |||||
| At | Non-cash | rate | At | ||
| 1 January | Cash items | items | movements | 31 December | |
| £m | £m | £m | £m | £m | |
| 2023 | |||||
Cash and cash equivalents | 888 | 181 | – | (40) | 1,029 |
Overdrafts | – | (10) | – | – | (10) |
888 | 171 | – | (40) | 1,019 | |
Financial investments | 174 | 19 | – | (4) | 189 |
Sterling Notes January 2024 | (253) | 220 | (4) | – | (37) |
Sterling Notes May 2026 | (250) | 13 | (13) | – | (250) |
Sterling Notes November 2028 | (248) | 7 | (8) | – | (249) |
Sterling Notes April 2030 | – | (237) | (14) | – | (251) |
Liquidnet Vendor Loan Notes | (43) | 1 | – | 2 | (40) |
Total debt excluding lease liabilities | (794) | 4 | (39) | 2 | (827) |
Lease liabilities | (279) | 45 | (27) | 10 | (251) |
Total financing liabilities | (1,073) | 49 | (66) | 12 | (1,078) |
Net (debt)/funds | (11) | 239 | (66) | (32) | 130 |
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024204 205
Financial statements
38. Contingent liabilities continued
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
38. Contingent liabilities continued
| 2024 | 2023 | |
| Balance sheet | £m | £m |
Overseas schemes – retirement benefit assets | 2 | 3 |
Overseas schemes – retirement benefit obligations | (3) | (4) |
| 2024 | 2023 | |
| Other comprehensive income | £m | £m |
UK Scheme | – | 46 |
Overseas schemes | – | – |
| Group | |||
| Scheme | Asset | balance | |
| assets | ceiling | sheet | |
| 2023 | £m | £m | £m |
At 1 January | 45 | (45) | – |
Deemed interest income (recognised in the income statement) | 1 | (1) | – |
Release of asset ceiling (credit to Other Comprehensive Income) | – | 46 | 46 |
Repayment of Scheme surplus | (46) | – | (46) |
31 December | – | – | – |
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024206 207
Financial statements
| Amounts owed by | Amounts owed to | |||
| related parties | related parties | |||
| 2024 | 2023 | 2024 | 2023 | |
| £m | £m | £m | £m | |
Associates | 4 | 4 | – | – |
Joint ventures | – | – | (3) | (3) |
| 2024 | 2023 | |
| (restated) | ||
| £m | £m | |
Short-term benefits¹ | 5 | 4 |
Share-based payments² | 3 | 4 |
Social security costs | 1 | 1 |
9 | 9 |
| Issued ordinary | ||
Country of incorporation and operation | Principal subsidiary undertakings | shares, all voting |
Brazil | Tullett Prebon Brasil Corretora de Valores e Cambio Ltda | 100% |
England | ICAP Global Derivatives Limited | 100% |
ICAP Information Services Limited | 100% | |
TP ICAP Broking Limited | 100% | |
TP ICAP Markets Limited | 100% | |
TP ICAP E&C Limited | 100% | |
TP ICAP Group Services Limited | 100% | |
Liquidnet Europe Limited | 100% | |
France | TP ICAP (Europe) S.A. | 100% |
Guernsey (operating in England) | Tullett Prebon Information Limited | 100% |
Hong Kong | Tullett Prebon (Hong Kong) Limited | 100% |
Liquidnet Asia Limited | 100% | |
Japan | Tullett Prebon (Japan) Limited | 80% |
Singapore | ICAP (Singapore) Pte Limited | 100% |
Tullett Prebon Energy (Singapore) Pte Ltd | 100% | |
Tullett Prebon (Singapore) Limited | 100% | |
United Arab Emirates | TP ICAP (Dubai) Limited | 100% |
United States | TP ICAP Global Markets Americas LLC | 100% |
ICAP Energy LLC | 100% | |
ICAP Information Services Inc. | 100% | |
Tullett Prebon Information Inc | 100% | |
Liquidnet Holdings Inc. | 100% | |
Liquidnet Inc. | 100% |
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP Group plc shareholder information
Financial calendar
TP ICAP Group plc Preliminary Results 11 March 2025
Ex-dividend date for final dividend 10 April 2025
Record date for final dividend 11 April 2025
Final date for Dividend Reinvestment Plan election 1 May 2025
Annual General Meeting (‘AGM’) 14 May 2025 at 2.15pm BST
Final dividend payment date (if dividend approved at AGM) 23 May 2025
Dividends
A final dividend of 11.3p per ordinary share will be recommended to shareholders at the 2025 AGM.
Dividend mandate
Dividend payments are only made electronically. You will need to provide bank account details in order that payment can be made to you.
UK shareholders: You can register your bank account details for the payment of dividends via the Signal Shares shareholder portal
https://www.signalshares.com or by contacting Link Group.
Non-UK shareholders: If you are resident outside the UK you may be able to have dividends in excess of £10 paid into your bank account
directly via the Link Group international payments service. Details and terms and conditions may be viewed at https://ww2.linkgroup.eu/
ips. If your jurisdiction is not covered by the international payments service please contact Link Group to discuss the payment options
available.
The Company has in place a facility for payments to be made via CREST.
Dividend Reinvestment Plan (‘DRIP’)
The Company offers a DRIP, where your dividend can be reinvested in further TP ICAP Group plc shares through a specially arranged share
dealing service. For further information contact Link Group whose contact details are set out below.
Shareholder information on the internet
The Company maintains an investor relations page on its website, www.tpicap.com, which allows access to both current and historic share
price information, Directors’ biographies, copies of Company reports, selected press releases and other useful investor information.
Signal Shares shareholder portal
The Signal Shares shareholder portal, https://www.signalshares.com, is an online service, provided by MUFG Corporate Markets, enabling
you to quickly and easily access and maintain your shareholding online – reducing the need for paperwork and providing 24-hour access to
your shareholding details. Through the shareholder portal you can:
> View your holding balance and movements, and get an indicative valuation;
> View your dividend payments and provide bank mandate instructions so that dividends can be paid directly to your bank account;
> Update your address;
> Cast your proxy vote on resolutions put to the Annual General Meeting;
> Elect to receive shareholder communications electronically; and
> Access a wide range of shareholder information and services including the ability to download shareholder forms.
Registrar
MUFG Corporate Markets 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 MUFG
Corporate Markets, who can be contacted at:
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds
LS1 4DL
United Kingdom
Email: shareholderenquiries@cm.mpms.mufg.com
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, MUFG Corporate Markets. To access and maintain your shareholding online, please register
at www.signalshares.com.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024208 209
Financial statements
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 NSW 2000 Australia
TP ICAP Management Services
(Australia) Pty Limited
Australia Level 27, 9 Castlereagh Street, Sydney, New South Wales, 2000,
Australia
Tullett Prebon (Australia) Pty Limited Australia Level 29, 9 Castlereagh Street, Sydney, New South Wales, 2000,
Australia
PVM Data Services GmbH Austria Euro Plaza – Building G, Am Euro Platz 2, 1120 Vienna, Austria
ICAP (Middle East) W.L.L. Bahrain 49% PO Box 5488, 43rd Floor, 4301, West Tower, Bahrain Financial
Harbour, Bahrain
Tullett Liberty (Bahrain) Co. W.L.L. Bahrain 82.70% PO Box 20526, Flat No.11, Building 104, 383 Road 2831, Manama 316,
Bahrain
Liquidnet Bermuda Limited Bermuda Park Place, 55 Par-la-Ville Road, Hamilton HM11, Bermuda
PVM Oil Associates Ltd Bermuda Coson Corporate Services Limited, Cedar House, 3rd Floor, 41 Cedar
Avenue, Hamilton HM12, Bermuda
ICAP do Brasil Corretora de Títulos e
Valores Mobiliários Ltda
Brazil Avenida das Américas, 3.500, Ed. Londres, 2º andar, Barra da Tijuca,
Rio de Janeiro-RJ, CEP 22640-102, Brazil
Tullett Prebon Brasil Corretora de
Valores e Câmbio Ltda.
Brazil Rua São Tomé, 86, 21º andar, Vila Olímpia, São Paulo-SP, CEP
04551-030, Brazil
Tullett Prebon Holdings Do Brasil
Ltda.
Brazil Rua São Tomé, 86, 21º andar, Vila Olímpia, São Paulo-SP, CEP
04551-030, Brazil
Catrex Limited British Virgin
Islands
Vistra Corporate Services Centre, Wickhams Cay II, Road Town,
Tortola, VG1110, British Virgin Islands
LCM D Limited British Virgin
Islands
Citco B.V.I Limited, Fleming House, Wickhams Cay, PO Box 662, Road
Town, Tortola, British Virgin Islands
Liquidnet Canada Inc. Canada Crease Harman LLP – 800-1070 Douglas Street, Victoria BC V8W
Canada
Tullett Prebon Canada Limited Canada 1 Toronto Street, Suite 308, PO Box 20, Toronto, Ontario, M5C 2V6,
Canada
Tullett Prebon Americas Corp.,
Toronto Branch
Operating in
Canada
1 Toronto Street, Suite 301, PO Box 20, Toronto, Ontario, M5C 2V6,
Canada
SIF ICAP Chile Holdings Ltda Chile 50% Magdalena 181 Piso 14 Las Condes, Santiago, 7550055, Chile
SIF ICAP Chile SpA Chile 40% Magdalena 181 Piso 14 Las Condes, Santiago, 7550055, Chile
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, 200437, China
Tullett Prebon SITICO (China) Limited China 33% Room 1001, DBS Tower, No.1318, Lujiazui Ring Road, Shanghai,
200120, China
Prebon Yamane International Limited,
Shanghai Representative Office
Operating in
China
Room 302, 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 (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
TP ICAP Group plc shareholder information
continued
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.
Independent Auditor
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditor
1 Embankment Place
London WC2N 6RH
United Kingdom
www.pwc.co.uk
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 TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024210 211
Financial statements
Company name
Country of
incorporation Interest Registered office address
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
Tullett Prebon Information Limited Guernsey,
Operating in UK
First Floor, Le Marchant House, Le Truchot, St Peter Port, GY1 1GR,
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 Suite 2501, 25/F One Hennessy, 1 Hennessy Road, Wan Chai, Hong
Kong
TP ICAP Management Services (Hong
Kong) Limited
Hong Kong 21/F, One Hennessy, No. 1 Hennessy Road, Wan Chai, Hong Kong
Tullett Prebon (Hong Kong) Limited Hong Kong 21/F, One Hennessy, No. 1 Hennessy Road, Wan Chai, Hong Kong
ICAP IL India Private Limited India 40% Office No. 6, 3rd Floor, C Wing, Laxmi Towers, Bandra Kurla Complex,
Bandra (E), Mumbai, 400051, Maharashtra, India
P.T. Inti Tullett Prebon Indonesia Indonesia 57.52% Menara Dea, Tower II, 3rd Floor, Suite 301, Mega Kuningan area, Jalan
Mega Kuningan Barat Kav. E4.3 No. 1-2, Jakarta 12950, Indonesia
Liquidnet EU Limited Ireland EY Law Ireland, Block 1, Harcourt Centre, Harcourt Street, Dublin 2,
D02 YA40, Ireland
Louis Capital Markets Israel Limited Israel 45 Rothschild Boulevard, 6578403 Tel-Aviv, Israel
Central Totan Securities Co. Ltd Japan 20% Totan Muromachi Building 5th Floor, 4-10 Nihonbashi Muromachi
4-chome, 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
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
tpSEF Inc., Tokyo Branch Operating in
Japan
Akasaka Tameike Tower 4th Floor, 2-17-7 Akasaka Minato-ku, Tokyo
107-0052, Japan
Parameta Solutions Holdings Limited Jersey 22 Grenville Street, St Helier, JE4 8PX, Jersey
TP ICAP Holdings Ltd * Jersey 22 Grenville Street, St Helier, JE4 8PX, Jersey
TP ICAP Commodities (APAC) Pte.
Ltd. Korea Branch
Korea, Republic
of
6th Floor, Douzone Eulji Tower, 29 Eulji-ro, Jung-gu, Seoul, Korea
Tullett Prebon Money Brokerage
(Korea) Limited
Korea, Republic
of
6th Floor, Douzone Eulji Tower, 29 Eulji-ro, Jung-gu, Seoul, Korea
ICAP (Malaysia) Sdn. Bhd Malaysia 58.30% 802, 8th Floor, Block C, Kelana Square, 17 Jalan SS7/26, 47301
Petaling Jaya, Selangor Darul Ehsan, Malaysia
ICAP Bio Organic S. de RL de CV Mexico 50% Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500 D F
Mexico, Mexico
Plataforma Mexicana de Carbono S.
de R.L. de C.V.
Mexico 50% Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500 D F
Mexico, Mexico
SIF Agro S.A. De C.V. Mexico 50% Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500 D F
Mexico, Mexico
SIF ICAP Derivados, S.A. DE C.V. Mexico 50% Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500 D F
Mexico, Mexico
SIF ICAP Servicios, S.A. de C.V. Mexico 50% Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500 D F
Mexico, Mexico
SIF ICAP, S.A. de C.V. Mexico 50% Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500 D F
Mexico, Mexico
ICAP Holdings (Nederland) B.V. Netherlands Coengebouw – Suite 8.02, Kabelweg 37, Amsterdam, 1014 BA,
Netherlands
ICAP Latin American Holdings B.V. Netherlands Coengebouw – Suite 8.02, Kabelweg 37, Amsterdam, 1014 BA,
Netherlands
Group undertakings continued
Company name
Country of
incorporation Interest Registered office address
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, The
Netherlands
ICAP Energy AS, Netherlands Branch Operating in the
Netherlands
Vijzelstraat 68, Office 109, 1017HL Amsterdam, The Netherlands
TP ICAP (Europe) S.A., Netherlands
Branch
Operating in the
Netherlands
Vijzelstraat 68, Office 109, 1017HL Amsterdam, The Netherlands
Aotearoa Energy Limited New Zealand Level 33, Office 3318, ANZ Building, 23 Albert Street, Auckland, 1010,
New Zealand
ICAP New Zealand Limited New Zealand Level 12, 36 Customhouse Quay, Wellington, 6000, New Zealand
ICAP African Brokers Limited Nigeria 66.30% Plot 1679, 4th Floor, African Re-Insurance Building, Karimu Kotun
Street, Victoria Island, Lagos State, Nigeria
ICAP Energy AS Norway Fantoftvegen 2, Bergen, 5072 Bergen, Norway
TP ICAP (Europe) S.A., Norway Branch Operating in
Norway
Fantoftvegen 2, Bergen, 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
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 Private Limited 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
Parameta Solutions (Singapore) Pte.
Limited
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 Commodities (APAC) 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
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
Parameta Solutions EU, S.L.U. Spain Paseo de la Castellana, Edificio Torre Europa Pl 10B, Madrid, 28046,
Spain
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
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024212 213
Financial statements
Company name
Country of
incorporation Interest Registered office address
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
iSwap Euro B.V., UK Branch Operating in UK 50.10% 135 Bishopsgate, London, EC2M 3TP, England
PVM Oil Associates Ltd, UK Branch Operating in UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP (Europe) S.A., UK Branch Operating in UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Global Markets Americas
LLC, UK Branch
Operating in UK 135 Bishopsgate, London, EC2M 3TP, England
Cleverpride Limited UK 135 Bishopsgate, London, EC2M 3TP, 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 Nominees Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Garban Group Holdings Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Garban International UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Energy Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Europe Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Global Broking Finance Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Global Derivatives Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Holdings (Asia Pacific) Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Holdings (UK) Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Holdings Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Information Services Limited UK 135 Bishopsgate, London, EC2M 3TP, England
ICAP Management Services Limited UK 135 Bishopsgate, London, EC2M 3TP, England
iSwap Euro Limited UK 50.10% 135 Bishopsgate, London, EC2M 3TP, England
iSwap Limited UK 50.10% 135 Bishopsgate, London, EC2M 3TP, England
LCM Europe Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Liquidnet Europe Ltd UK 135 Bishopsgate, London, EC2M 3TP, England
Liquidnet Technologies Europe Ltd UK 135 Bishopsgate, London, EC2M 3TP, England
Louis Capital Markets UK LLP UK 135 Bishopsgate, London, EC2M 3TP, England
OTAS Technologies Holdings Ltd UK 135 Bishopsgate, London, EC2M 3TP, England
Patshare Limited UK 50% 135 Bishopsgate, London, EC2M 3TP, England
Prebon Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Prebon Yamane International Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Push Pull Technology UK 30.63% 43-45 Dorset Street, London, W1U 7NA, 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
The Link Asset and Securities
Company Limited
UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Asia Pacific Holdings Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Broking Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Commodities Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP E&C Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP EMEA Investments Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Finance plc * UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Group Services Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Latin America Holdings
Limited
UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Markets Limited UK 135 Bishopsgate, London, EC2M 3TP, England
TP ICAP MTF Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Tullett Prebon (No. 3) Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Tullett Prebon Administration Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Tullett Prebon Latin America Holdings
Limited
UK 135 Bishopsgate, London, EC2M 3TP, England
Tullett Prebon Pension Trustee Limited UK 135 Bishopsgate, London, EC2M 3TP, England
Group undertakings continued
Company name
Country of
incorporation Interest Registered office address
TP ICAP (Dubai) Limited United Arab
Emirates
Central Park Towers, Office Tower Level 04, Units 32/33/34/35,
P.O. Box 506787, DIFC, Dubai, United Arab Emirates
Atlas Physical Grains, LLC US 211 E. 7th Street, Suite 620, Austin, Texas, 78701-3218, United States
Burton Taylor Consulting LLC US The Corporation Trust Company, 1209 Orange Street, Wilmington,
New Castle County, DE, 19801, United States
Coex Partners Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Exco Noonan Pension LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
First Brokers Securities LLC US 40% 1209 Orange Street, Wilmington, Delaware, 19801, United States
ICAP Energy LLC US 421 West Main Street, Frankfort, Kentucky, 40601, United States
ICAP Global Broking Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
ICAP Information Services Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
ICAP Media LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
ICAP Merger Company LLC US 80 State Street, Albany, New York, 12207, United States
ICAP North America Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
ICAP SEF (US) LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
ICAP Services North America LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
iSwap US Inc. US 50.10% 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Liquidnet Holdings, Inc. US 1209 Orange Street, Wilmington, Delaware, 19801, United States
Liquidnet, Inc. US 1209 Orange Street, Wilmington, Delaware, 19801, United States
Liquidnet, LLC US 1209 Orange Street, Wilmington, Delaware, 19801, United States
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, United States
Portend, LLC US 1209 Orange Street, Wilmington, Delaware, 19801, United States
Prattle Analytics, LLC US 1209 Orange Street, Wilmington, Delaware, 19801, United States
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, United States
Revelation Holdings, Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
SCS Energy Corp. US 80 State Street, Albany, New York, 12207, United States
TP ICAP Americas Holdings Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
TP ICAP Global Markets Americas LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
tpSEF Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Tullett Prebon Americas Corp. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Tullett Prebon Information Inc. US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Wrightson ICAP LLC US 251 Little Falls Drive, Wilmington, Delaware, 19808, United States
* Directly held.
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024214 215
Financial statements
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 42 to 53 of the Annual Report. Detailed reconciliations of APMs to their nearest IFRS Income
Statement equivalents and adjusted APMs can be found in this section, if not readily identifiable from the Annual Report.
The APMs the Group uses are:
Term Definition
Adjusted attributable
earnings
Earnings attributable to the equity holders of the parent less significant items and taxation on significant items.
Adjusted earnings Reported earnings less significant items and taxation on significant items. Used interchangeably with Adjusted
profit for the year or Adjusted post-tax earnings.
Adjusted earnings per
share
Adjusted earnings less earnings attributable to non-controlling interests, divided by the weighted number of
shares in issue.
Adjusted EBIT Earnings before net interest, tax, significant items and share of equity accounted investments’ profit after tax.
Used interchangeably with adjusted operating profit.
Adjusted EBIT margin Adjusted EBIT margin is adjusted EBIT expressed as a percentage of reported revenue and is calculated by
dividing adjusted EBIT by reported revenue for the year.
Adjusted EBITDA Earnings before net interest, tax, depreciation, amortisation of intangible assets, significant items and share of
equity accounted investments’ profit after tax.
Adjusted performance Measure of performance excluding the impact of significant items.
Attributable Earnings Earnings attributable to the equity holders of the parent, being total earnings less earnings attributable to
non-controlling interests.
Cash conversion ratio Free cash flow divided by adjusted attributable earnings.
Constant Currency Comparison of current year results with the prior year will be impacted by movements in foreign exchange rates
versus GBP, the Group’s presentation currency. In order to present an additional comparison of underlying
performance in the period, the Group retranslates foreign denominated prior year results at current year
exchange rates.
Contribution Contribution represents revenue less the direct costs of generating that revenue. Contribution is calculated as
the sum of Broking contribution and Parameta Solutions contribution.
Contribution margin Contribution margin is contribution expressed as a percentage of reported revenue and is calculated by
dividing contribution by reported revenue.
Divisional contribution Represents Divisional revenues less Divisional front office costs, inclusive of the revenue and front office costs
internally generated between Global Broking, Energy & Commodities and Parameta Solutions.
Divisional contribution
margin
Divisional contribution margin is Divisional contribution expressed as a percentage of Divisional revenue and is
calculated by dividing Divisional contribution by Divisional revenue.
Earnings Used interchangeably with Profit for the year.
EBIT Earnings before net interest and tax.
EBIT margin EBIT margin is EBIT expressed as a percentage of reported revenue and is calculated by dividing EBIT by
reported revenue for the year.
EBITDA Earnings before net interest, tax, depreciation, amortisation of intangible assets and share of equity accounted
investments’ profit after tax.
Free cash flow Free cash flow reflects the cash and working capital efficiency of the Group’s operations, and aligns tax with
underlying items and interest received with the operations of the whole Group. Free cash flow is calculated
adjusting net cash flow from operating activities for capital expenditure on intangible assets and property,
plant and equipment, plus disposal proceeds on such assets, dividends from associates and joint ventures,
interest received less dividends paid to non-controlling interests. For 2023 income taxes paid has been adjusted
to remove the tax paid on the receipt of the pension scheme surplus.
Leverage ratio Total debt, excluding finance lease liabilities, divided by an external Rating Agency’s definition of adjusted EBITDA,
being profit before tax adding back borrowing costs, depreciation and amortisation, and adjusting for significant
items and other adjustments (share of results of associates and joint ventures and share based payment expense).
Significant Items Items due to their size, nature or frequency that distort year-on-year and operating-to-operating segment
comparisons, which are excluded in order to provide additional understanding, comparability and
predictability of the underlying trends of the business, to arrive at adjusted operating and profit measures.
Significant items include the amortisation of acquired intangible assets as similar charges on internally
generated assets are not included within the reported results as these cannot be capitalised under IFRS. This is
despite the adjusted measure including the revenue related to the acquired intangibles.
Significant items do not include the amortisation of purchased and developed software and is retained in both
the reported and adjusted results as these are considered to be core to supporting the operations of the
business. This is because there are similar comparable items included from purchased and developed software in
the reported results for ongoing businesses as well as the acquired items.
Total dividend per share Represents the amount in pence paid or proposed on each ordinary share.
A1. Operating costs by type
2024
IFRS
Reported
£m
Significant
Items
£m
Adjusted
£m
Allocated as
Front Office
£m
Allocated as
Support
£m
Employment costs
1,404 (8) 1,396 1,064 332
General and administrative expenses 502 (35) 467 326 141
1,906 (43) 1,863 1,390 473
Depreciation of PPE1 and ROUA1
42 (6) 36 – 36
Impairment of PPE and ROUA
6 – 6 – 6
Amortisation of intangible assets
72 (42) 30 – 30
Impairment of intangible assets 2 – 2 – 2
2,028 (91) 1,938 1,390 548
2023
IFRS
Reported
(restated)
£m
Significant
Items
(restated)
£m
Adjusted
(restated)
£m
Allocated as
FrontOffice
(restated)
£m
Allocated as
Support
(restated)
£m
Employment costs
1,360 (6) 1,354 1,035 319
General and administrative expenses 507 (38) 469 309 160
1,867 (44) 1,823 1,344 479
Depreciation of PPE and ROUA
45 – 45 – 45
Impairment of PPE and ROUA
11 (11) – – –
Amortisation of intangible assets
72 (44) 28 – 28
Impairment of intangible assets 86 (86) – – –
2,081 (185) 1,896 1,344 552
1 PPE = Property, plant and equipment. ROUA = Right-of-use-assets.
2 Reported general and administrative expenses of £4m were reclassified to align with the change of presentation of foreign exchange gains and losses now presented as
Other gains/losses’ and related derivatives reported as finance expenses.
A2. Adjusted earnings per share
The earnings used in the calculation of adjusted earnings per share are set out below:
2024
£m
2023
£m
Adjusted profit for the year (Note 4) 244 229
Non-controlling interest (3) (2)
Adjusted earnings attributable to equity holders of the parent 241 227
Weighted average number of shares for Basic EPS (Note 12) 756.9 777.7
Adjusted Basic EPS 31.8p 29.2p
Weighted average number of shares for Diluted EPS (Note 12) 785.7 794.2
Adjusted Diluted EPS 30.7p 28.6p
A3. Adjusted EBITDA and Contribution
2024
£m
2023
(restated)
£m
Adjusted EBIT (Note 4) 324 299
Add: Depreciation of PPE and ROUA (Note 5 and A2 above) 36 45
Add: Impairment of PPE and ROUA (Note 5 and A2 above) 6 –
Add: Amortisation of Intangibles (Note 5 and A2 above) 30 28
Add: Impairment of Intangibles (Note 5 and A2 above) 2 –
Adjusted EBITDA 398 372
Less: Operating income (Note 6) (10) (22)
Add: Operating income reported as significant items (Note 4) – 8
Add: Other gain/losses (Note 7) 6 11
Add: Management and support costs (A2 above) 473 479
Contribution 867 848
A4. Free cash flow
2024
£m
2023
£m
Net cash flow from operating activities per Consolidated Cash Flow Statement 353 286
Add: Dividends from associates and joint ventures (Cash flow: Financing activities) 20 22
Less: Dividends paid to non-controlling interests (Cash flow: Financing activities) (2) (2)
Less: Expenditure on intangible fixed assets (Cash flow: Investing activities) (55) (43)
Less: Purchase of property, plant and equipment (Cash flow: Investing activities) (9) (12)
Add: Interest received (Cash flow: Investing Activities) 39 30
Free cash flow 346 281
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024216 217
Financial statements
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
Company
TP ICAP Group plc
COO
Chief Operating Officer
CRD IV
Capital Requirements Directive
CREST
Certificateless Registry for
Electronic Share Transfer
DRIP
Dividend Reinvestment Plan
EMEA
Europe, Middle East and Africa
EPS
Earnings per Share
ERMF
Enterprise Risk Management
Framework
ESG
Environmental, Social, and
Governance
EU
European Union
FCA
Financial Conduct Authority
FRC
Financial Reporting Council
FX
Foreign Exchange
Governance Manual
TP ICAP’s Group Governance
Manual
GRCC
Group Risk and Compliance
Committee
Group
From 26 February 2021 TP ICAP
Group plc and its subsidiaries
HMRC
His Majesty’s Revenue &
Customs
HR
Human Resources
IAS
International Accounting
Standards
ICAP
ICAP Global Broking and
Information Business, acquired
by TP ICAP plc (now TP ICAP
Finance plc) on 30 December
2016
IFR/IFD
Investment Firm Regulation and
Investment Firm Directive
IFPR
Investment Firms Prudential
Regime
IFRS
International Financial
Reporting Standard
IRS
Internal Revenue Service
ISDA
International Swaps and
Derivatives Association
Jersey
Jersey, Channel Islands
JFSC
Jersey Financial Services
Commission
KPI
Key Performance Indicator
Liquidnet
Liquidnet Holdings, Inc. and
subsidiaries
LCM
Louis Capital Markets UK LLP
LIBOR
London Inter-Bank Offered Rate
LTIP
Long-Term Incentive Plan
LTIS
Long-Term Incentive Scheme
MiFID II
Markets in Financial Instruments
Directive
OPEX
Operating expenditure
OTC
Over the Counter
Pillar 1
Minimum capital requirements
under CRD IV
Pillar 2
Supervisory review
requirements under CRD IV
Pillar 3
Disclosure requirements under
CRD IV
PwC
PricewaterhouseCoopers LLP
RCF
Revolving Credit Facility
RFQ
Request for Quotes
RoE
Return on Equity
SEF
Swap Execution Facility
TCFD
Task Force on Climate-related
Financial Disclosures
TRACE
Trade Reporting And
Compliance Engine
TSR
Total Shareholder Return
UK
United Kingdom
US/USA
United States of America
USD/US$
US Dollars
US GAAP
US Generally Accepted
Accounting Principles
VAT
Value Added Tax
VIU
Value in use
TP ICAP GROUP PLC TP ICAP GROUP PLCAnnual Report and Accounts 2024 Annual Report and Accounts 2024218 219
Financial statements
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TP ICAP GROUP PLC Annual Report and Accounts 2024220
TP ICAP Group plc
Registeredoffice
UK and EMEA Headquarters
135 Bishopsgate
London
EC2M 3TP
United Kingdom
www.tpicap.com