01 London Stock Exchange Group plc

Annual Report 2022

LONDON STOCK EXCHANGE GROUP PLC

ANNUAL REPORT 2022

Partnering with

our customers

at every stage of

the trade lifecycle.

London Stock Exchange Group plc

Annual Report 2022

2022 FINANCIAL HIGHLIGHTS

Total income excluding recoveries

£7.4bn

2021: £6.6bn

Growth in total income excluding recoveries

3,4

+5.7%

2021: +6.1%

Adjusted earnings per share

317.8p

2021: 272.4p

2022 DIVISIONAL HIGHLIGHTS

Data & Analytics – Annual Subscription Value (excl. Ukraine/Russia)

+6.2%

2021: +4.6%

Capital Markets – FX average daily trading volume

$452bn

2021: $443bn

Post Trade – Interest rate swap notional cleared

$1,091trn

2021: $921trn

1 Recoveries relate to fees for third-party content, such as exchange data, that is distributed

directly to customers.

2 Pro-forma.

3 Pro-forma, constant currency. 2021 growth is as reported.

4 Growth rate includes the impact of lost revenue in 2022 as a result of the

Russia/Ukraine conflict

London Stock Exchange Group plc

10 Paternoster Square

London EC4M 7LS

Telephone: +44 (0)20 7797 1000

Registered in England and Wales

No. 5369106

WHO WE ARE

LSEG is a leading global

financial markets infrastructure

and data provider. We play

a vital social and economic role

in the world’s financial system.

With our trusted expertise

and global scale, we enable

the sustainable growth and

stability of our customers and

their communities.

OUR PURPOSE

Driving financial stability,

empowering economies and

enabling customers to create

sustainable growth.

01 London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

Strategic Report

Sign-off for the Strategic Report is provided in the

Directors’ Report on page 142.

At a glance 02

Chair’s statement 04

Chief Executive Officer’s statement 06

A compelling investment story 10

Key performance indicators 12

Data & Analytics 16

Capital Markets 22

Post Trade 24

Market trends and our response 26

Our purpose and strategy 30

Our business model 36

Chief Financial Officer review 40

Financial review 42

Enabling sustainable growth 50

Our culture: building one LSEG 60

Board engagement with stakeholders 64

Compliance with Section 172(1) 70

Principal risks and uncertainties 74

Financial viability statement 85

Governance

Corporate governance introduction 88

Board of Directors 90

Corporate governance report 94

Complying with the provisions of the Code 101

Report of the Nomination Committee 102

Report of the Audit Committee 105

Report of the Risk Committee 111

Directors’ Remuneration Report 113

Directors’ Report 142

Statement of Directors’ responsibilities 147

Financial Statements

Independent Auditor’s Report 150

Consolidated income statement 161

Consolidated statement of comprehensive income 162

Balance sheets 163

Cash flow statements 164

Statements of changes in equity 165

Notes to financial statements 166

Shareholder Information

Glossary 246

Investor Relations 250

SEAMLESSLY CONNECTED:

CREATING POWERFULLY INNOVATIVE SOLUTIONS

See page 33

MULTI-ASSET CLASS:

THE BREADTH OF OUR COVERAGE DRIVES VALUE

See page 32

Contents

Further information on London Stock Exchange Group

can be found at: www.lseg.com

GLOBALLY ESSENTIAL:

SUPPORTING CRITICAL WORKFLOWS WORLDWIDE

See page 31

OUR CUSTOMERS

We are dedicated partners to our

customers across the entire trade

lifecycle, with an open model

and commitment to excellence.

Customers we serve

45,000+

Countries where we operate

190

Customers out of the top 100

global banks by total assets

99%

Customers out of the top 100

global asset managers by

total assets

75%

Customers out of the

50 largest corporates

by market capitalisation

OUR PEOPLE

Our 24,000+ strong workforce

are based in 65 countries. The

breadth of our offering requires

our people to have a diverse

range of specialisms, from capital

markets to data, technology,

clearing, risk and beyond.

GLOBAL FOOTPRINT

OUR BUSINESS

We are leaders in data and analytics; capital formation

and trade execution; and clearing and risk management.

Our businesses are discussed in depth in our divisional

deep dives on pages 16-25.

London Stock Exchange Group plc

Annual Report 2022

LSEG at a glance

SUSTAINABLE OFFERING

LSEG is dedicated to enabling

sustainable economic growth.

Given our central role in capital

markets, our global footprint and

presence throughout the trade

lifecycle, we are uniquely

positioned to play a leading

role in this respect.

LSEG has a valuable combination

of capabilities and assets that

position us as a key partner

for customers to navigate

sustainability trends and related

reporting requirements. From

sustainable finance investment

data and analytical tools to

green fundraising on our

voluntary carbon market, we

are embedding these services

throughout our business.

1 Americas 40%

2 APAC 15%

3 EMEA 45%

Revenue by geography

1 Total income including recoveries

1 Americas 12%

2 EMEA 32%

3 APAC 56%

Employees by geography

STRATEGIC REPORT

Divisions Data & Analytics

High-value data, analytics, indices,

workflow solutions and data

management capabilities.

Capital Markets

Venues/platforms for access to

capital through issuance and

secondary market trading for

equities, fixed income, and

foreign exchange (FX).

Post Trade

Clearing, risk management,

capital optimisation and

regulatory reporting solutions.

Financial highlights

(excluding recoveries)

Revenue

£4,944m

Data & Analytics 67%

Revenue

£1,459m

Capital Markets 20%

Income

£991m

Post Trade 13%

Growth

+4.2%, and +5.3%

when excluding the impacts of

the Ukraine/Russia conflict

+9.8% +7.5%

(including NTI)

Customer profile A broad range of financial market participants, including banks, buy-side and sell-side trading desks,

hedge funds, asset owners and managers, corporates, brokers, academics and issuers.

Market positions — #1 real-time data business.

— A leading global index

and benchmark provider

(FTSE Russell).

— Leading provider for Know

Your Customer screening

though World-Check.

— Leading dealer-to-client

FX platform (FXall) and

leading global interbank

FX venue (Matching).

— Leading fixed income,

derivatives and ETF electronic

trading platform (Tradeweb).

— Leading global clearing house

with >90% global share of

cleared interest rate swap

notional outstanding.

1 Pro-forma growth assumes that the acquisition of Refinitiv took place on 1 January 2021 for the prior year comparator. Growth is on a constant

currency basis, excluding the impact of the deferred revenue accounting adjustment. Revenues and costs associated with the BETA divestment

have been classified as discontinued and are excluded from all periods.

THE TRADE LIFECYCLE

We are an integral

partner for our customers

across every stage of the

trade lifecycle, in multiple

asset classes.

03 London Stock Exchange Group plc

Annual Report 2022

LSEG at a glance continued

For more detail on

our business model –

refer to pages 36-39.

London Stock Exchange Group plc

Annual Report 2022

Overview

LSEG has continued to perform

strongly, despite an uncertain

macroeconomic environment,

and is well positioned for further

growth. Total income excluding

recoveries was £7.4 billion, up

5.7%

on a constant currency

basis, and adjusted earnings

per share rose by 16.7%. Cash

generation remained strong in

2022. We have continued to

actively deploy capital for select

organic and inorganic investments

and began a 12-month, £750

million share buyback programme.

This has been funded, in large

part, from the proceeds of the

divestment of the BETA business,

which completed on 1 July 2022.

The Board is proposing a final

dividend of 75.3 pence per

share, representing a total

dividend of 107 pence per share,

a 12.6% increase.

We continue to execute

successfully on our multi-year

integration of the Refinitiv

business, which is proving

transformational for the Group.

We are committed to partnering

with our customers globally to

create valuable solutions. This

will remain a fundamental pillar

of our multi-year business strategy

to accelerate our growth and

increase scalability. The Board

is pleased with the delivery

against the stated financial targets

announced at the time of the

transaction, including the increase

of our five-year cost synergy

target to at least £400 million

per annum.

In December we were delighted

to announce a new long-term

strategic partnership with

Microsoft for the development of

next-generation data and analytics

and cloud infrastructure solutions.

This partnership will deliver a

step-change in services for

customers across the financial

markets value chain. A strong

signal of Microsoft’s commitment

to the partnership can also be

seen in their decision to take

a 4.2% equity stake in LSEG.

On behalf of the Board, I’m

pleased to welcome Scott Guthrie,

Microsoft’s Executive Vice

President, Cloud and AI Group

as a Non-Executive Director.

Governance

Our Group is built on a strong

heritage and the Board seeks

to operate to high governance

and ethical standards. Further

detail is available in the Board’s

governance report from page 88.

In October, William Vereker joined

the Board as a Non-Executive

Director bringing a strong track

record in the financial services

sector, including a number

of senior executive roles

at global investment banks.

His international experience in

developing senior relationships,

managing risk and organisational

change will benefit the Group as

we look to further capitalise on

the trends shaping our industry.

Jacques Aigrain stepped down

from the Board in April having

served nine years as a Non-

Executive Director. LSEG has

come a long way since Jacques

joined and I would like to thank

him for the valuable role he has

played in the Group’s success

both as a director and as Chair

of the Remuneration Committee.

I am also pleased by his ongoing

association with the Group,

having joined the Tradeweb

board in July 2022.

I am also pleased to confirm that

LSEG continues to meet the

recommendations on gender

and ethnic diversity contained

in both the Hampton-Alexander

Review and the Parker Review.

The Board seeks to visit one

international office per year to

engage with colleagues and

understand regional business

issues. The lifting of Covid-19

restrictions earlier in the year

enabled the Board to travel to

New York in June to meet with

colleagues and customers, which

was wonderful after two years

of limited in-person interaction.

Following the conclusion of a

formal tender process for its

Group audit, LSEG announced

in June that Deloitte LLP would

be selected to act as its new

auditor and that LSEG’s current

auditor, EY, would resign as

auditor of the Group following

completion of the audit for the

year ending 31 December 2023.

Don Robert

Chair

We continue to successfully

execute on our multi-year

integration of the Refinitiv

business, whichis proving

transformational for the Group.

Chair’s statement

1 Pro-forma, constant currency growth, excluding the impact of the deferred revenue

accounting adjustment. 2022 growth includes the impact of lost revenue as a result of the

Ukraine/Russia conflict.

STRATEGIC REPORT

Sustainability

We are taking a leadership role in

our own approach to sustainability

and we have set science-based

carbon emission reduction targets.

Our ambition is to be net zero

by 2040 and we have so far

achieved a cumulative 62%

reduction in LSEG’s Scope 1,

Scope 2 (market-based) and

Scope 3 fuel and energy-related

GHG emissions since 2019. It is

important that we lead by example

and LSEG became the first global

exchange group to publish its own

Climate Transition Plan, which

received the backing of 99% of

our shareholders in April 2022.

We support the evolution and

adoption of best practice

guidance for Climate Transition

Plans and will review and refine

our Plan over time.

LSEG has the right combination

of capabilities and assets that

position us as a key partner to

help our customers navigate

trends across the financial markets

value chain. We are seeing

growing demand for sustainable

finance investment data and

analytical tools, and we are

embedding these services

throughout our business.

LSEG has a massive ESG data

set which covers over 600 metrics

for over 15,000 companies,

going back more than 20 years.

This content helps our customers

identify and target sustainable

investment opportunities which

meet their needs. They can

also access performance

benchmarking and attribution

analysis of their portfolios

through our climate-themed

equity and fixed income indices

and related analytics.

Summary

LSEG has delivered another year

of strong growth. We are seeing

the real benefits of our acquisition

of Refinitiv and we see significant

opportunities ahead for long-term

sustainable growth.

On behalf of the Board, I would

like to thank all colleagues

for their dedication and

professionalism throughout the

year. I look forward to working

with the Board and the Executive

Committee to execute against our

strategic objectives and to build

on our new strategic partnership

with Microsoft.

Don Robert

Chair

14 March 2023

First global exchange group to set its own Climate Transition Plan

No.1

Total dividend for 2022

107p

2021: 95.0p

Growth in total dividend

12.6%

2021: 27%

We are committed to

working in partnership with

our customers globally to

create valuablesolutions.

London Stock Exchange Group plc

Annual Report 2022

Chair’s statement continued

More details can be found

on pages 50-59 and in our

separate Sustainability Report

www.lseg.com/investor-relations/

sustainability

London Stock Exchange Group plc

Annual Report 2022

Chief Executive

Officer’s statement

Introduction

2022 has been another turbulent

year in the markets. Countries

around the world are facing

uncertainty in the macro

environment, such as increased

inflation, rising interest rates

and recession risks, as well as

geopolitical turmoil including

the war in Ukraine.

Like many global organisations,

LSEG has worked to address

these challenges over the past

year. However, with highly

diversified capabilities across

the trade lifecycle, resilience is

built into our business model.

Many of our product offerings sit

deep within customer workflows

and we provide the valuable data

and services needed to help them

navigate uncertainty. As a result,

LSEG is well positioned in the

current climate.

How did LSEG perform in 2022?

In 2022, we delivered a strong

financial performance with

continued revenue growth across

our businesses. For example,

Capital Markets saw a 9.8%

rise in revenue, primarily driven

by the continued strong

performance of Tradeweb.

In our Post Trade Division, record

volumes in interest rate swaps

and further growth in RepoClear

resulted in a 7.5% increase. And

in Data & Analytics, the work we

have taken to get closer to our

customers is driving significantly

better retention as a result of

improved execution, strong

demand for our products and

new sales. We have also seen

continued acceleration in our

Annual Subscription Value growth

– up from 4.6% at the end of 2021

to 6.2% at year end, excluding the

impact of lost revenue due to the

Ukraine/Russia conflict.

Over 70% of our revenues are

recurring, stable and growing.

The remaining c.30% exposed to

market activity tends to benefit

from volatility in the markets.

We also continue to be highly

cash generative with strong

credit ratings.

Simply put, our strategy is

working. We are delivering against

our three strategic objectives –

integrating our business;

driving growth; and building an

efficient and scalable platform.

We continue to deliver on or

exceed all our financial targets

and we are making excellent

progress in realising the benefits

of the Refinitiv integration.

We supply business critical

solutions globally, to customers

that include almost every top

global bank and the vast majority

of the world’s top asset managers.

We have strong leadership

positions in the products and

services we offer across the

financial markets value chain.

And we are making it easier for

our customers to work with us

across different parts of our

business. For example, we have

simplified our offering in Data &

Analytics, distilling more than

240 individual products down

into nine customer solutions

centred on core industry themes.

We also worked with customers

to develop a valuable, new

solution for important bank capital

rules, known as the Fundamental

Review of the Trading Book

(FRTB), which will be implemented

over the next two years. These

rules create challenges for banks

looking to manage their capital

efficiently. To oversimplify,

with better quality data on the

positions in their trading books,

banks will have to hold less

capital against these positions.

We are able to offer the most

comprehensive range of data

including from Tradeweb,

Yield Book and SwapClear

and it is a key differentiator

for our customers.

David Schwimmer

Chief Executive Officer

Many of our product

offerings sit deep within

customer workflows and

we provide the valuable data

and services needed to help

them navigate uncertainty. As a

result, LSEG is well-positioned

in the current climate.

STRATEGIC REPORT

Our strong cash generation

enables us to continue to

make significant but targeted

investments. In the medium to

long term, these investments

will deliver a more scalable and

efficient business and enhance

our customer offering. In 2022,

we completed the acquisitions of

GDC, MayStreet and TORA within

our D&A division and Quantile in

our Post Trade division. We also

announced the acquisition of

Acadia, subject to regulatory

approvals. By combining these

additional capabilities with

our connectivity into, and

relationships with, market

participants all over the world,

we will create substantial value

for our customers.

And we see plenty more

opportunity ahead.

Can you provide more detail

on your strategic partnership

with Microsoft?

Our new long-term strategic

partnership with Microsoft is

a win-win-win: a win for our

customers, a win for Microsoft

and a win for LSEG.

It is a transformative partnership

for LSEG and will significantly

accelerate our strategy to be the

leading global financial markets

infrastructure and data provider.

We’re bringing together LSEG’s

leading data sets, analytics and

global customer base with

Microsoft’s trusted cloud services

and global reach to transform

workflow and the user experience

for our customers across the

financial markets value chain.

As always, we will retain our open

approach, making it even easier

for users to access our data

and combine it with their own,

driving multiple possibilities for

new products and creating

meaningful revenue growth

opportunities for both LSEG

and Microsoft over time.

At a high level, our plans comprise

four main elements:

— The migration of our data

platform to Microsoft Azure,

allowing much greater flexibility,

usability and scalability than

we have today.

— An enhanced version of LSEG

Workspace with seamless

Teams communication and

Microsoft 365 interoperability,

including built-in compliance

features for the first time.

— The development of new

analytics tools, combining

the best of our data and

analytics with Microsoft AI

and collaboration tools.

— A 10-year cloud deal

underpinning all our

work together.

We’ve also agreed to explore the

development of digital market

infrastructure based on cloud

technology, with a goal to

transform how market participants

interact with capital markets.

What are the strategic

opportunities and challenges

in the data economy?

As digital technology becomes

more integral to all sectors of the

economy, data is becoming

increasingly important as the

foundation of digital trade.

OECD research estimates that

rapidly growing cross-border

data transfers already contribute

$2.8 trillion to the global economy,

and further estimates show that

global data flows are expected

to grow to $11 trillion by 2025 –

greater than the value of the

world’s total trade in goods.

LSEG is at the heart of this

global paradigm shift towards

a data economy. There is growing

demand for data to inform

decision-making and fuel

innovation. This will also

support efforts to address issues

such as climate change and

financial crime.

Growth in total income excluding recoveries

5.7%

2021: 6.1%

1 Pro-forma, constant currency growth, excluding the impact of the deferred revenue

accounting adjustment. 2022 growth includes the impact of lost revenue as a result

of the Ukraine/Russia conflict.

Growth in adjusted earnings per share

16.7%

2021: 71.9%

For more information on our purpose

and strategy and business model,

see pages 30 to 36.

Our new long-term

strategic partnership with

Microsoft is a win-win-win:

a win for our customers,

a win for Microsoft and

a win for LSEG.

London Stock Exchange Group plc

Annual Report 2022

Chief Executive Officer’s statement continued

Unlocking the value of data flows

in the digital economy can drive

sustainable growth, empower

businesses and communities,

and facilitate solutions to

society’s greatest challenges.

While the data ecosystem that

underpins the digital economy is

inherently global, a fragmentation

in policy – whether that’s data

localisation requirements, national

data centre mandates, or

restrictions on the flow of data –

will slow down growth. It also risks

undermining both business and

broader society being able

to harness the benefits of

international data transfers.

Policymakers have an essential

role in unlocking this potential

and we are working with other

companies and governments to

advocate for better agreement

around the free flow of data.

We encourage governments and

regulators to contribute to this

agenda: pursuing digital economic

cooperation and promoting

international data transfers as a

strategic priority. Agreements

with provisions to ensure the

free flow of trusted data and to

assure standards for personal

data protection will demonstrate

the benefits of an open, global

digital economy and encourage

other jurisdictions to adopt a

similar way forward.

What are your priorities

for 2023?

My focus is to ensure LSEG

continues to deliver against our

strategic objectives, reinforcing

our position as a global markets

infrastructure and data provider.

Following the acquisition of

Refinitiv, we are shifting from a

period of integration to one of

transformation. Moving into

2023, we will start to see

meaningful benefits from the

investments we have been

making in the past two years.

This year we will continue to

build on the good progress we’ve

made rolling out Workspace,

giving customers a more flexible

and intuitive user experience.

We’ll also be launching our

replatformed FX venues,

providing our customers with

greater performance and

functionality, and supporting

product innovation. Furthermore,

the modernisation of our network

infrastructure will deliver a more

resilient experience for our

customers in 2023, as well as

further efficiencies for the Group.

2023 will also be an important

year in LSEG’s transformation as

we develop numerous capabilities

through our strategic partnership

with Microsoft. As ever, we will

continue to put our customers

first, and I look forward to

developing the new products

and services that will bring them

stronger capabilities and allow

them to succeed in a changing

and uncertain landscape.

Our people and culture are central

to our success. We have made

significant progress in embedding

an inclusive culture that values

a range of perspectives and

embraces diversity of every kind.

Over the year, we have also

supported colleagues facing

challenging circumstances, such

as in Ukraine and Sri Lanka and

our teams continue to show

remarkable resilience. On behalf

of the Executive Committee,

I would like to thank all our

people for their hard work and

commitment in delivering another

year of strong growth for LSEG.

David Schwimmer

Chief Executive Officer

14 March 2023

EXECUTIVE MANAGEMENT TEAM

Day-to-day management of the Group is led

by the CEO David Schwimmer, supported

by the Executive Committee.

The team meets regularly

to review a wide range of

business matters, including

financial performance, investment

and projects, corporate

culture, development and

implementation of strategy,

and setting and monitoring

of performance targets.

Profiles of the Executive team

are provided as at January 2023.

For further information on

David Schwimmer and

Anna Manz, who are also

members of the Board of

Directors, see our Board

of Directors overview

on pages 90 to 93.

Changes to the

Executive Committee

Andrea Remyn Stone

(Group Head, Data & Analytics)

left the Executive Committee

in June 2022.

Tim Jones (Chief People Officer)

left the Executive Committee

in January 2023 and was replaced

by Erica Bourne.

Chief Executive Officer’s statement continued

London Stock Exchange Group plc

Annual Report 2022

Top to bottom

David Schwimmer

Chief Executive Officer

Joined LSEG in 2018

Anna Manz

Chief Financial Officer

Joined LSEG in 2020

Balbir Bakhshi

Chief Risk Officer

Joined LSEG in 2021

Brings a deep commercial

understanding and knowledge of

risk management. Was previously

Group Head of Non-Financial Risk

Management at Deutsche Bank

and served on the Supervisory

Board of Deutsche Bank

Luxembourg S.A. as Chair

of its Risk Committee.

Top to bottom

Daniel Maguire

Group Head, Post Trade

& CEO, LCH Group

Joined LCH in 2008

Held a variety of senior roles

across LCH and LSEG,

with experience in risk and

default management,

product management

and regulatory strategy.

Anthony McCarthy

Chief Information Officer

Joined LSEG in 2017

Previously held various senior

positions at Deutsche Bank,

including Managing Director in

IT and Group CIO, and CIO for

Investment Banking Technology.

Murray Roos

Group Head, Capital Markets

Joined LSEG in 2020

Joined from Citigroup, where

he was Global Co-Head of

Equities and Securities Services.

Previously spent a decade at

Deutsche Bank, holding various

senior roles.

Top to bottom

Catherine Johnson

General Counsel

Joined LSEG in 1996

Manages an international team

of lawyers and compliance

professionals, advising the Board

and senior executives on key

legal and compliance issues and

strategic initiatives. She is also

Chair of FTSE International

Limited. Catherine qualified as a

lawyer at Herbert Smith in 1993.

Erica Bourne

Chief People Officer

Joined LSEG in January 2023

Leads the global People function,

responsible for attracting,

developing and retaining talent

for the Group’s global business.

Erica previously led the People

function at Burberry Group, prior

to which she held a number of

leadership and executive roles

across technology, consulting

and financial services.

Top to bottom

David Shalders

Chief Operating Officer

and Head of Integration

Joined LSEG in 2019

30 years’ experience in

integration, technology and

operations in the financial services

sector. Was previously Group

Operations and Technology

Director at Willis Towers Watson,

having led the integration

of Willis and Towers Watson,

and spent 19 years at RBS in a

number of senior operations

and technology roles.

Brigitte Trafford

Chief Corporate Affairs

and Marketing Officer

Joined LSEG in 2020

Leads the Group’s

communications, government

relations, regulatory strategy,

sustainability and marketing

functions. 25 years’ corporate

affairs experience at Virgin

Media, Lloyds Banking Group,

ICAP, Dow Jones and ITV plc.

Chief Executive Officer’s statement continued

STRATEGIC REPORT

09 London Stock Exchange Group plc

Annual Report 2022

A compelling

investment story

BUSINESS-CRITICAL SERVICES

WITH STRONG COMPETITIVE POSITIONS

DIFFERENTIATED CUSTOMER

PROPOSITION

EXPOSED TO MULTIPLE

GROWTH DRIVERS

Data & Analytics

— A global leader in indices, data and analytics.

— #1 in real-time financial data.

— Open approach that allows customers to combine our data

with their own.

— Extensively used in client processes and decision-making.

Capital Markets

— Tradeweb a leader in rates and credit trading, expanding into

new markets.

— LSE a leading global exchange for primary equity issuance and

secondary trading.

— FX venues facilitating $0.5 trillion of foreign exchange trades daily.

Post Trade

— A leading global clearing house, systemically critical infrastructure.

— 90% global share of cleared interest rate swap notional outstanding.

London Stock Exchange Group plc

Annual Report 2022

The impact of technology

The positive impact of technology on the value of data and the range

of use cases, through e.g. cloud services, AI and advanced analytics.

Evolving customer trends

Including indexation, quant strategies, algorithmic trading and intraday

risk management, and the growth in electronic and borderless trading.

New asset classes

Including ESG, digital assets and private markets.

Regulation

Increasing demand for clearing, balance sheet efficiency and

counterparty due diligence.

For more information, see “Market trends & our response”

on page 26.

A trusted, strategic partner

To global financial institutions, with scale in both data and financial

markets infrastructure.

Across the whole trade lifecycle

Combining data, analytics, trading and clearing across multiple

asset classes to develop new and innovative insights and services.

Open access model

We operate an open model of access to our products and services,

across data, trade execution and clearing, that deliver choice and

maximise value for our customers.

ATTRACTIVE ALL-WEATHER

ECONOMIC MODEL

STRONG LONG-TERM

FINANCIAL RECORD

ACTIVE CAPITAL ALLOCATION

SUPPORTING STRATEGIC EXECUTION

Strong cash generation

Growth investments and shareholder returns funded from strong

cash generation.

Organic capex investment

Focused on Refinitiv integration and the transformation of key platforms

in Investment Solutions and Capital Markets for future growth.

M&A strategy

Brings new services and capabilities to enhance the offer to

our customers.

Excess capital returned to shareholders

£750 million share buyback is ongoing.

For more information, see our CFO review on page 40.

STRATEGIC REPORT

11 London Stock Exchange Group plc

Annual Report 2022

A compelling investment story continued

Recurring revenues

Subscription-based revenues accounting for 73% of Group income.

Transactional revenues

Focused in areas of strong market growth (e.g. Tradeweb) or leading

market positions (e.g. LCH).

Diversification

Across products, customers and regions, with a scale presence in all

major asset classes and customers in 190 countries.

Significant revenue and cost synergies

From Refinitiv acquisition, further supporting strong margins and

cash generation.

Subscription-based revenues

73%

Over the last 20 years

AEPS CAGR

+14.6%

Dividend CAGR

+17.4%

Total shareholder return CAGR

+20.2%

1 Compound Annual Growth Rate.

2022 FINANCIAL KPIS

We are focused on delivering

consistently strong financial

performance and achieving

the targets we have set.

These core financial KPIs

demonstrate the value our

combined group is delivering

for both our customers and

shareholders and they show

that our strategy is working.

Total income

growth

Definition

Income growth, independent

of FX movements.

Why this is important for LSEG

Income growth is a key measure

of our success since we operate

in growing markets and aim to

hold or grow market share. We

guided to a 5-7% CAGR for total

income (excluding recoveries)

over the period 2020 to 2023.

In order to give the best indication

of underlying performance here,

we have removed the impact of

lost revenue in 2022 due to the

Ukraine/Russia conflict.

Analysis

On a constant currency basis,

we delivered total income

(excluding recoveries) growth

of 6.6%

in 2022.

We delivered strong income

growth in 2022. We’ve made

successful progress on the

integration of Refinitiv, improving

execution and performance. We

saw record volumes at SwapClear,

supported by market volatility and

we continue to position ourselves

in structurally growing markets to

benefit from trends such as the

electronification of fixed income

trading through Tradeweb.

Total income growth excl. U/R

+6.6%

2021: +6.1%

2022

2021

6.6%

6.1%

Link to strategic objectives

Total income growth aligns to our

Growth objective, to accelerate

growth within and across

divisions. In 2022, we exceeded

our target for this GSO.

Annualised

Subscription

Value growth

Definition

A point in time measure of

our recurring book of contracts

vs 12 months ago.

Why this is important for LSEG

As a group, >70% of our revenues

are now high quality subscription-

based revenues with a good

degree of visibility. Through

ASV, we can measure the

year-over-year growth of that

recurring book of business at any

given point in time. ASV should

act as a leading indicator for

subscription revenue growth and

has three key drivers: retention,

new sales and price increases.

Analysis

We’ve delivered consistent

acceleration in our ASV over the

past two years. Our year-end ASV

(excluding U/R) of 6.2% represents

a 320bps increase vs the ASV at

the end of Q1 2021. In that time

we have kept our annual price

increase consistent, so we’ve

driven the acceleration through

better retention and sales.

Increasingly, we are now a critical

strategic partner to our customers.

By establishing a clearer view of

their workflows, we have utilised

the breadth of our combined

offering to embed wider-reaching,

more tailored solutions that

enhance the benefit we can offer.

ASV growth excl. U/R

+6.2%

2021: +4.6%

2022

2021

6.2%

4.6%

Link to strategic objectives

ASV growth indicates the

progress we are making in

growing our subscription

revenues. This therefore aligns

to our Growth objective.

London Stock Exchange Group plc

Annual Report 2022

Key performance

indicators

1 Pro-forma constant currency growth, excluding recoveries and the impact of Ukraine/Russia

and the deferred revenue accounting adjustment.

2 Excluding the impact of the Ukraine/Russia conflict.

3 For more information on the criteria that constitute non-underlying items, see page 107.

These KPIs align to our Group Strategic

Objectives (GSOs) which help determine

Executive Director remuneration and

performance-related pay for all employees.

Further detail on the GSO performance

assessment can be found in our Directors’

Remuneration Report on pages 113 to 141.

Adjusted EBITDA

margin

Definition

Underlying

EBITDA as a

proportion of total income

(excluding recoveries).

Why this is important for LSEG

We’re focused on building a more

efficient, more scalable business

and increasing our EBITDA margin

is evidence of our progress.

We remain committed to our

target of delivering a 50%

underlying EBITDA margin on

an exit rate basis by the end of

2023. Including the impact of

M&A and the strategic partnership

with Microsoft, we expect to

report an EBITDA margin of

around 48% in 2023.

Analysis

Our adjusted EBITDA margin of

47.8% in 2022 is flat year-over-

year but represents underlying

expansion of 110bps. In 2022,

this was primarily offset by lost

revenue due to the Ukraine/

Russia conflict (-50bps) and

M&A (-30bps).

By modernising our technology

infrastructure, we are building a

more agile and efficient business

for the long term. We also showed

disciplined cost management in

2022 at a time of extraordinary

global inflation. We are optimising

processes and utilising our global

footprint to leverage talent in

lower-cost locations.

Adjusted EBITDA margin

47.8%

2021: 47.8%

2022

2021

47.8%

Link to strategic objectives

Expansion of our EBITDA margin

aligns to both our Growth and

Efficiency objectives. In 2022,

we exceeded our target for both

of these GSOs.

Adjusted earnings

per share

Definition

Earnings per share,

adjusted to remove any

non-underlying items.

Why this is important for LSEG

A key financial metric that is

both central to our valuation

and a significant element of

employees’ performance-related

remuneration. Growth in our

AEPS reflects our degree of

success in driving a strong top line

performance, as well as managing

costs including tax and interest,

and capital allocation.

Analysis

Our adjusted earnings per share

is a key indicator of whether we

are adding value for shareholders

and we delivered 16.7% growth

in 2022. This growth in our AEPS

primarily reflects our success in

both accelerating income growth

and effectively managing our

expenses in the year.

Higher depreciation and

amortisation – arising from

investments to achieve synergies

and drive future growth – was

offset by lower net finance

expense, and there was a small

decrease in the ordinary shares

outstanding due to the ongoing

share buyback programme.

Adjusted earnings per share

317.8p

2021: 272.4p

2022

2021

317.8p

272.4p

Link to strategic objectives

Earnings per share growth

aligns to both our Growth and

Efficiency strategic objectives.

Runrate revenue

synergies

Definition

Annual incremental revenue

delivered as a result of synergies

from the Refinitiv integration.

Why this is important for LSEG

As a seamlessly connected

financial markets data and

infrastructure provider, we are

able to build highly innovative

solutions for our customers,

delivering incremental revenue for

the Group. Our delivery of these

synergies helps demonstrate the

value we’re creating from the

acquisition of Refinitiv. In March

2023, we raised our target from

£225 million to £350-400 million

of runrate revenue synergies by

the end of 2025. We now expect

to incur total costs of £550-600

million to achieve these synergies.

Analysis

By the end of 2022, we had

delivered runrate revenue

synergies of £68 million,

exceeding our target range

for the year of £40-60 million.

We are delivering our revenue

synergies in three categories.

We’re cross-selling Refinitiv

data products to new customer

segments, such as the underlying

pricing data behind FTSE Russell

indices. We’re enhancing existing

products, for example by giving

Workspace customers access to

Yield Book fixed income analytics.

And we’re building new products.

In 2022 we launched 70 new

synergy-related products.

Runrate revenue synergies

£68m

2021: £15m

2022

2021

£68m

£15m

Link to strategic objectives

Revenue synergies contribute to

income growth, so achievement

against this KPI aligns to our

Growth objective.

Runrate cost

synergies

Definition

Annual incremental cost savings

delivered as a result of synergies

from the Refinitiv integration.

Why this is important for LSEG

By successfully delivering against

our cost synergy programme,

we are able to demonstrate

that the integration of Refinitiv

has helped us build a more

streamlined and efficient LSEG.

In 2022, we increased our target

from £350 million to at least

£400 million of runrate cost

synergies by the end of 2025.

Analysis

We had delivered £297 million

of runrate cost synergies by the

end of 2022, exceeding our initial

target for the year of £220 million.

We are delivering these cost

savings by consolidating our

property footprint, closing data

centres, renegotiating agreements

with strategic suppliers and

deduplicating roles where

appropriate. As of the end of

2022, our property consolidation

and data centre decommissioning

programmes were >90% complete

and >85% complete respectively.

The cost to achieve these

synergies is in line with our

initial plan.

Runrate cost synergies

£297m

2021: £151m

2022

2021

£297m

£151m

Link to strategic objectives

Cost synergies help us to manage

our expenses, so achievement

against this KPI aligns to our

Efficiency objective.

13 London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

Key performance indicators continued

London Stock Exchange Group plc

Annual Report 2022

2022 NON-FINANCIAL KPIS

At LSEG, we’re committed to

creating an environment where

diverse talent can thrive, and to

driving the growth of a green

and sustainable economy.

These five core non-financial

KPIs measure our progress,

but also highlight the areas

where we can still improve.

Gender diversity

in leadership

Definition

The proportion of female

representation in senior

leadership roles.

Why this is important for LSEG

We strongly believe in promoting

diverse gender representation

across our organisation. In

December, we were delighted

to achieve our goal of ensuring

40% of senior leadership roles

were filled by women by the

end of 2022 and we have

created a number of policies

and programmes to ensure we

continue to build on this progress.

More information on page 61.

Analysis

In 2022, we were proud to deliver

a 7% year-over-year increase

in the proportion of senior

leadership roles filled by women.

We have now expanded the

scope of our gender goals

to the next level of leadership,

committing to the ambition that

40% of Group Director roles

will be held by women by the

end of 2027. This represents our

continued commitment to building

diverse pipelines of talent across

the organisation.

Female rep at senior leadership

40%

2021: 33%

2022

2021

40%

33%

Link to strategic objectives

Ensuring the diversity of our

people aligns to our Culture

objective: to foster a diverse,

inclusive culture and to

connect to create opportunity

and deliver excellence.

Engagement index

Definition

Our engagement index reflects

employee satisfaction and the

likelihood that our staff would

recommend LSEG as a great

place to work.

Why this is important for LSEG

We recognise the importance of

establishing a diverse, inclusive

workplace where opinions can

be openly shared, contributions

recognised and individual and

team achievements celebrated.

Analysis

Our second Group-wide

engagement survey indicated that

overall engagement levels had

improved to 75%, with sentiment

increasing for both satisfaction

and advocacy. 86% of colleagues

completed the survey.

Achieving this level of

engagement at a time when

many of our people are having

to transition to new ways of

working indicates that we are

making great progress on our

cultural transformation journey.

LSEG Engage engagement index

75%

2021: 73%

2022

2021

75%

73%

Link to strategic objectives

The employee engagement

index aligns to our Culture

objective: to foster a diverse,

inclusive culture and to connect

to create opportunity and deliver

excellence. In 2022, we exceeded

our target for this GSO.

Key performance indicators continued

London Stock Exchange Group plc

Annual Report 2022

These KPIs align to our Group Strategic

Objectives (GSOs) which help determine

Executive Director remuneration and

performance-related pay for all employees.

Further detail on the GSO performance

assessment can be found in our Directors’

Remuneration Report on pages 113 to 141.

Ethnic diversity

in leadership

Definition

The proportion of ethnically

diverse representation in

senior leadership roles.

Why this is important for LSEG

We are committed to building a

richly diverse team of leaders,

recognising exceptional talent

from a wide range of different

backgrounds. We have pledged

that 20% of our senior leadership

roles will be filled by those from

underrepresented ethnic groups

by the end of 2023, rising to 25%

by 2025. Going forward, we will

continue to evolve our goals in

line with our ongoing commitment

to build diverse pipelines of talent

across the organisation.

Analysis

We remain committed to ensuring

we have diverse representation at

senior leadership, acknowledging

that there is more we need to do

in this area. In 2022, we expanded

our ethnicity targets to Group

Director level, committing that

25% of these roles will be held

by those from underrepresented

ethnic groups by the end of

2027. We also piloted initiatives

including ‘Illuminate’, designed to

support Black and Latinx future

leaders at critical milestones in

their career.

Minority rep at senior leadership

15%

2021: 16%

2022

2021

15%

16%

Link to strategic objectives

Ensuring the diversity of our

people aligns to our Culture

objective: to foster a diverse,

inclusive culture and to

connect to create opportunity

and deliver excellence.

Sustainable issuers

Definition

The total number of issuers

across the Green Economy Mark,

the Sustainable Bond Market

and the Voluntary Carbon Market.

Why this is important for LSEG

Stimulating the green economy is

central to our purpose. We can

measure the progress we are

making here by tracking the

overall level of issuer engagement

in sustainable finance across the

London Stock Exchange. Our goal

is to grow the number of issuers

year-over-year.

Analysis

The total number of issuers was

flat year-over-year, but well ahead

of the 2020 figure. During 2022,

we aligned the AIM and Main

Market eligibility requirements

for the Green Economy Mark,

which meant fewer AIM

companies were eligible for

inclusion than previously.

Excluding this adjustment, there

was good underlying growth.

We launched the Voluntary

Carbon Market, attracting our

first issuer, and the number of

Sustainable Bond Market issuers

showed continued growth.

Number of sustainable issuers

217

2021: 217

2022

2021

217

Link to strategic objectives

This KPI aligns to our Sustainability

objective: to establish LSEG as a

strategic enabler of sustainable

economic growth. We met our

target for this GSO in 2022.

Carbon emissions

Definition

The change in the amount of

carbon emissions we produce as

a direct result of group activities,

relative to our 2019 baseline.

Why this is important for LSEG

We are a member of the

United Nations Climate Change

‘Race to Zero’ and we have set

science-based targets to reduce

our carbon emissions with an

ambition of reaching net zero

by 2040. We aim to halve our

operational emissions by 2030

from a 2019 baseline.

Analysis

This metric tracks the change in

our carbon emissions (scope 1,

scope 2 (market based) and

selected scope 3 (fuel and

energy-related activities (FERA))

vs a 2019 baseline. Like many

companies, we saw a steep

reduction in our carbon emissions

in 2020 and 2021, driven in large

part by lockdowns and travel

restrictions implemented as a

result of the Covid-19 pandemic.

As we emerge from the pandemic

and as the Group continues to

grow, we will stay focused on

achieving our long-term goals.

Reduction of scope 1, 2, 3 (FERA)

-62%

2021:-77%

2022

2021

-62%

-77%

Link to strategic objectives

The reduction of our carbon

emissions aligns to our

Sustainability objective: to

establish LSEG as a strategic

enabler of sustainable economic

growth. We met our target for

this GSO in 2022.

15 London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

Key performance indicators continued

1 Reduction of scope 1, scope 2 (market based) and scope 3 (FERA) emissions vs a 2019 baseline.

London Stock Exchange Group plc

Annual Report 2022

Data & Analytics

1 Trading & Banking £1,612m 33%

2 Enterprise Data Solutions £1,307m 26%

3 Investment Solutions £1,325m 27%

4 Wealth Solutions £275m 6%

5 Customer & Third-Party Risk Solutions £425m 8%

Revenue split

David Schwimmer

Group CEO, Interim Group Head, Data & Analytics

Data & Analytics has delivered a strong

and broad-based performance in 2022.

In particular, we have now achieved four

consecutive quarters of underlying growth

in our Trading & Banking business, following

a number of years of decline. Across Data &

Analytics, we’re continuing to invest in our

capabilities to enhance our offering and

we’re really excited about the momentum

we’re building.

Recurring revenue

97%

Transactional revenue

In July 2022, David Schwimmer

took the role of Interim Head,

Data & Analytics (D&A) with Phil

Cotter taking the position of

Interim Head of Product Solutions

for D&A. The process to appoint

a new permanent Head of D&A

is ongoing and we expect to

confirm this appointment in 2023.

Ron Lefferts continues to lead the

Sales & Account Management

function across the Group.

The division is split into five

areas, each addressing different

customer needs.

Trading & Banking

Providing data, analytics and

workflow solutions across trading

and investment banking lifecycles,

including content and pricing,

productivity tools, trade execution,

and post-trade management.

Structural market trends

driving growth:

— Electronification and

workflow automation

— Increasing reliance on data,

analytics and technology

Performance:

+0.2% (2.3% excluding the impact

of the Ukraine/Russia conflict)

with delivery of four consecutive

quarters of underlying growth this

year. By partnering more closely

with our customers and improving

execution in a number of areas,

we have delivered a significant

improvement in product retention,

particularly within Trading.

Enterprise Data Solutions

Serving the entire spectrum

of data needs across asset

classes, latencies and delivery

mechanisms including real-time

data and news, reference and

legal entity data.

Structural market trends

driving growth:

— Regulation

— Increasing reliance on

technology and data

— Automation

— High speed trading &

regression analysis

— Algorithmic trading

Performance:

+6.1% driven by strong demand for

the quality and depth of our data

and our market-leading real-time

data distribution, with retention at

record highs. Growth in Enterprise

Data is supported by the ongoing

trend toward machine-readable

data to drive analytics and support

decision-making.

Investment Solutions

Delivering a range of benchmarks,

analytics and data solutions, that

serve customers in all stages

of the investment process,

supporting consistency and

accuracy in investment strategy

and asset allocation decisions.

Structural market trends

driving growth:

— Sustainability & ESG investing

— Growth in passive investing

— Growing sophistication in

fixed income indexing

— Multi-factor investing

OUR PART IN THE TRADE LIFECYCLE

We provide customers with a broad range

of high-value data and analytics services,

including investment solutions and indices,

trading workflow, wealth advisory and

investment banking solutions and risk

intelligence capabilities. The quality, depth

and integrity of our data gives our customers

the confidence to make critical decisions,

create leading investment and trading

products, and drive automation and

efficiencies across their operations.

17 London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

Data & Analytics continued

Performance:

+6.2% driven by Benchmarks &

indices subscription revenues

continuing to grow well,

supported by strong inflows in

asset based revenues, partially

offset by falling equity markets.

Wealth Solutions

A suite of solutions designed

to facilitate wealth manager

workflows that enable advisers to

make better-informed decisions,

undertake timely communications

and access relevant insights.

Structural market trends

driving growth:

— Digitalisation

— Growth in mass-market

wealth management demand

Performance:

+3.0% driven by increasing

demand for our Wealth data feeds

in the Digital Solutions business

with growth across all core

wealth management data sets.

Customer & Third-Party

Risk Solutions

Providing a suite of risk solutions

that help regulated businesses

and corporate organisations

conduct due diligence, meet

Know Your Customer (KYC)

commitments, onboard customers

and combat financial crime.

Structural market trends

driving growth:

— Digitalisation

— Regulation

— Rising focus on reputational risk

— ESG

— Digital currency growth

Performance:

+9.5% with World-Check (our

KYC offering) continuing to

perform well, reflecting the

benefits of investment in product

functionality and high demand

this year. This was partially offset

by lower transaction volumes

and a subdued IPO market.

STRATEGIC REPORT

London Stock Exchange Group plc

Annual Report 2022

Data & Analytics continued

HIGHLIGHTS

ASV growth acceleration

Annualised Subscription Value

(ASV) is our forward-looking KPI

which shows the year-on-year

growth in the annualised value of

subscription contracts. This has

shown notable acceleration since

our acquisition of Refinitiv, up 320

basis points (excluding the impact

of the Ukraine/Russia conflict)

since Q1 2021. Year-on-year

growth in this metric is driven

by three factors: 1) new sales,

2) product retention and

3) annual price reviews.

Since the Refinitiv acquisition

through to 2022, we have kept

the magnitude of our price

reviews relatively consistent.

The acceleration in ASV we

have seen is coming from a

combination of new sales and

stronger customer retention

through a focus on solution

selling and a vastly improved

understanding of how we can add

value to our customers’ workflows.

Workspace

We’ve made great progress

on the multi-year rollout of

Workspace, our next-generation

data, analytics and workflow

delivery solution, with over 50%

of the rollout complete and all

variants now live or in beta testing.

Workspace has been built with

our customer groups in mind, with

variants aimed at our Trading &

Banking, Wealth and Investment

Solutions customers.

Workspace allows customers to

interact with our content and tools

in a flexible and open way, with

lighter processing requirements

than the predecessor platform,

Eikon. Workspace is delivered

across desktop, web, and mobile

environments, and has been

designed to provide a

customisable and intelligent

user experience. In addition,

Workspace offers an integrated

Python scripting environment for

developers to build their own

analytics and tools within our

environment. The Workspace

rollout to date has seen positive

customer feedback and improved

customer engagement scores.

Acquisitions in Data & Analytics

In the year, we closed three

transactions within Data &

Analytics, enhancing our offering

and adding capability:

TORA

A leading cloud-based technology

provider of multi-asset class

order & execution management

solutions across global markets.

The addition of TORA gives us

critical point-of-trade presence

with buy-side customers, allowing

us to increase traction with this

key market segment.

MayStreet

A high-quality low latency

technology and market data

provider. This acquisition

broadens and complements our

real-time feeds and historical

market data value proposition,

particularly for front office

customers, who use these

solutions to support research

and strategy development

and to power electronic

trading applications.

Global Data Consortium (GDC)

A global provider of identity

verification data to support

clients with Know Your Customer

(KYC) requirements. This addition

to our Customer & Third-Party

Risk Solutions business builds

strategic capability aligned to our

vision of becoming a market-

leading global Digital Identity

and Fraud solutions provider.

In the year, we divested our

BETA, Maxit and Digital Investor

businesses. These businesses

provide back-office processing

solutions to the wealth

management industry. The

divestment allowed for a more

streamlined Wealth business

focused on high growth areas

and our core capabilities. Upon

divestment, we announced a

long-term strategic partnership

with the acquirers for the provision

of data, content and tools.

London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

Data & Analytics continued

19 London Stock Exchange Group plc

Annual Report 2022

HIGHLIGHTS CONTINUED

Our strategic partnership

with Microsoft

In December, we announced a

new long-term strategic

partnership with Microsoft to

architect our data infrastructure

using the Microsoft Cloud, and to

jointly develop new products and

services in the data and analytics

space. The partnership will build

on the good progress we have

made on the integration of

Refinitiv and enhance our position

as a world-leading financial

markets infrastructure and

data provider.

The deal significantly advances

our strategy of building an

efficient and scalable platform

for Data & Analytics to deliver

next-generation services for a

range of customers across the

financial markets value chain

through improved workflow

and greater flexibility.

Data platform in the cloud

Working with Microsoft’s Azure,

we will accelerate our cloud

migration strategy, creating

cloud-based data architecture that

consolidates our data sets onto

one, flexible infrastructure. This

will be simple, responsive and

efficient, and built with security,

privacy and compliance. LSEG

customers will be able to access

data faster when and wherever

they need it — enabling resilience

and adaptability as capital markets

continue to evolve.

Additionally, data scientists and

engineers will be able to utilise

our data and analytics services

on our infrastructure, or leverage

our open financial data ecosystem

by integrating their own data to

build custom solutions.

LSEG Workspace to use

Teams and Microsoft 365 to

transform user experience

for finance professionals

Alongside Microsoft, we plan a

step-change in the advancement

of Workspace. Together with

Microsoft, we will create an

all-in-one data, analytics,

workflow, and collaboration

solution, specifically designed to

help finance and investment

professionals improve

communications and productivity

while maintaining regulatory

compliance. It will be a connected,

intuitive experience with a single,

simple-to-use interface that

helps users:

— For the first time, collaborate

with other LSEG customers

inside and outside of their

organisations, using Teams to

connect, chat, call, and meet

with built-in compliance,

security, and privacy.

— Create financial models,

run data analysis, and design

graphs using LSEG content

delivered in Excel.

— Work seamlessly between

LSEG Workspace, Teams

and Microsoft 365 tools to

deliver financial presentations

and reports.

New cloud analytics

and modelling services

With Microsoft, we will use Azure

Machine Learning and our own

advanced analytics and modelling

capabilities to co-develop a new

suite of solutions. Businesses that

rely on analytics will be able

to scale without the need for

complicated processes and

systems that often require

extra servers, hardware, and

employee resources.

On the modelling side,

development will focus on

model construction, validation,

diagnostics and deployment,

helping banking and investment

institutions avoid the labour-

intensive and expensive

process of creating models

from the ground up.

Cloud infrastructure built

on Microsoft Azure

We have entered into a 10-year

commercial agreement with

Microsoft to migrate our

data platform and other key

technology infrastructure into

the Microsoft Cloud.

This infrastructure plan will be

the foundation for all product

development programmes and

enable us to build and run

scalable applications to achieve

faster speed to market and

greater customer reach. At the

same time, it will allow us to align

costs more directly to revenue

streams, reduce operational

complexity through the

consolidation of multiple legacy

technologies, and further

strengthen resilience and security.

Microsoft investment

and Board representation

Microsoft have purchased

a 4.2% equity stake in LSEG,

underscoring its commitment to

the strategic partnership. Scott

Guthrie, Microsoft’s Executive

Vice President, Cloud and

AI Group, joined our Board

as a Non-Executive Director

in January 2023. For more

information, please refer to the

Report of the Nomination

Committee on page 102.

London Stock Exchange Group plc

Annual Report 2022

Revenue synergies

As a result of the Refinitiv

acquisition, we announced we

would deliver £225 million of

run-rate revenue synergies by the

end of 2025. In March 2023, we

subsequently raised this target

to £350-£400 million. Bringing

together Refinitiv’s market-leading

data content, with its notable

depth and breadth of coverage,

and LSEG’s leading brands

provides the opportunity to launch

innovative solutions, enhance

existing products and cross-sell

to our existing client base. We

have delivered £68m in runrate

revenue synergies to date.

Two of the key areas of our

synergy delivery to date are:

Creating new products

Refinitiv’s extensive data offering

is enabling the build out of new

FTSE Russell indices. For

example, we launched the

following index series this year:

— Russell Fixed Income Index –

our complementary series to

the flagship Russell US equity

indices. The new offering is

designed to offer our customers

a more precise asset allocation

methodology to track the

domestic US corporate

bond market.

— FTSE JPX Net Zero Japan –

in partnership with JPX (Japan

Exchange Group). The series is

aimed at Japanese investors

seeking to mitigate climate

risks, capture climate

opportunities from the

green economy and ensure

alignment with Net Zero by

2050 in their portfolios.

Another area of product

development has been within

Yield Book, our fixed income

analytics platform. Using Refinitiv

data we have broadened our

Yield Book securitised offering

to include collaterised loan

obligations (CLOs), a major asset

class expansion within fixed

income, of great relevance and

interest to the global buy and

sell-side communities. A CLO is a

security investors can purchase,

backed by a pool of low-grade

corporate loans. Through the

enhancement of Yield Book’s

offering, customers can now

access CLO data, cash flows,

analytics and credit models within

Yield Book and integrate their

CLO analysis into their wider

fixed income portfolio analysis.

Cross-selling and

distribution opportunities:

The combination of our two

organisations has unlocked

new customer segments and

enhanced product opportunities.

Here are a few examples of

how these opportunities have

been realised:

— FTSE Russell customers

are interested in accessing

the underlying data which

underpins the indices which

they already subscribe to.

We can now provide the index

alongside the underlying

constituent data so customers

can now track the benchmark

and simultaneously perform

analysis on the data to make

investment decisions. We

continue to enhance our data

through the addition of new

attributes to existing data

sets and invest in new data

sets to broaden and deepen

the offering.

— Yield Book, LSEG’s fixed

income offering, has been

embedded into Workspace,

Refinitiv’s next-generation

workflow solution. Now our

customers can access a single

source solution for their fixed

income needs alongside

other asset classes. Expanding

Workspace’s coverage in

fixed income also improves

its usability for our customers’

back-office communities with its

expanded trade reconciliation

and reporting capabilities.

— In the Sustainable Investing

space, the FTSE Russell Green

Revenues data set is now

available via the Refinitiv

Data Platform and Datastream.

By making this data set

available through Refinitiv

distribution channels, it is easily

discoverable for new users

in a high-growth segment

of the market. The data enables

our customers to model

portfolio and company-level

analysis to understand climate

transition risks and identify

investment opportunities in

the green economy.

— Refinitiv’s global presence

has opened up opportunities

to leverage its salesforce

to introduce FTSE Russell

products into new customer

and geographical segments.

We have seen penetration of

FTSE Russell products in the

wealth management segment,

including increased flows within

regions such as the Middle East

and South America, which were

limited historically.

Revenue synergies target

£350-

£400m

Runrate delivered to date

£68m

London Stock Exchange Group plc

Annual Report 2022

Data & Analytics continued

STRATEGIC REPORT

21 London Stock Exchange Group plc

Annual Report 2022

Data & Analytics continued

Phil Cotter

Interim Head of Product Solutions, Data & Analytics

We’re building a more agile, scalable and

efficient Data & Analytics offering to the

benefit of our customers. We’re broadening the

cloud distribution of our services, meeting our

customers where they want to be, and we’re

providing more data sets, faster data processing

and greater flexibility of analytics.

London Stock Exchange Group plc

Annual Report 2022

Murray Roos

Group Head, Capital Markets

It was a strong year for Capital Markets

amidst a volatile market backdrop. Through

our multi-asset class offering, we’re positioning

ourselves to maximise the benefit from

macroeconomic and structural market growth

trends. We’re also continuing to harness

the power of our combined Group to create

innovative solutions that deliver real benefits

to our customers.

Capital Markets

1 Equities £248m 17%

2 FX £258m 18%

3 Fixed Income, Derivatives & Other £953m 65%

Revenue split

Recurring revenue

31%

Transactional revenue

69%

The division is split into three

areas by asset class:

Equities

Capital raising and trading venues

for equities — London Stock

Exchange and Turquoise

Structural market trends

driving growth:

— Globalisation

— Electronic trading

Performance:

+3.2% — increasing secondary

market activity driven by market

volatility, but offset by a lower

average yield. Subdued issuance

activity due to the challenging

primary market conditions for

customers this year.

Providing electronic trading,

workflow and data to the

institutional foreign exchange

community through FXall and

FX Matching

Structural market trends

driving growth:

— Access to liquidity

— Cross-border trading and

business globalisation

Performance:

+4.2% with FXall continuing

to grow strongly as we replatform

Matching, our dealer-to-dealer

venue, modernising our

FX technology to secure

future growth

Fixed Income,

Derivatives & Other

Electronic marketplaces for rates,

credit, equities and money

markets products, built and

operated through Tradeweb

Structural market trends

driving growth:

— Electronification of fixed

income markets

Performance:

+13.4% — Tradeweb continues to

deliver double-digit revenue

growth across rates, credit and

equity asset classes, driven by

product innovation and increasing

market share in US Treasuries

and Cash Credit.

We offer our customers extensive access to

capital markets and liquidity across multiple

asset classes. We operate a broad range of

international equity, fixed income, exchange-

traded funds/exchange-traded products and

foreign exchange markets. Our Group is home

to several capital formation and execution

venues: the London Stock Exchange, AIM,

Turquoise, FXall, Matching and Tradeweb.

OUR PART IN THE TRADE LIFECYCLE

23 London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

HIGHLIGHTS

We announced the development

of a new fully cleared NDF

(non-deliverable forwards)

Matching venue in Singapore

supported by the Monetary

Authority of Singapore. The

venue will be a key addition to the

FX ecosystem and will play an

important role in meeting Asian

market players’ growing FX

needs. This initiative, launching in

2023, will be the first FX venue

to be delivered on LSEG’s

proprietary trading technology.

In the emerging markets

bonds space, Tradeweb and

FXall are collaborating

to develop a workflow solution to

allow emerging market products

to be traded more efficiently.

Customers face currency and

price risk when trading, so the

seamless linking of workflow

allows for the ability to carry

out both legs of the trade

simultaneously — the purchase

of the bond and the currency

conversion. The more efficient,

versatile workflow ultimately

reduces execution risk for

the customer.

23 London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

Capital Markets continued

Voluntary Carbon

Market launched

We launched the London Stock

Exchange’s Voluntary Carbon

Market in October providing

the infrastructure to enable

companies and funds to raise

capital for projects that focus

on the removal or reduction

of greenhouse gases in our

atmosphere. In return for

investment in funds and

companies trading on the

Voluntary Carbon Market,

shareholders may receive carbon

credits in lieu of cash dividends.

The London Stock Exchange is

the first exchange to apply a

public equity market framework to

facilitate fundraising specifically

for green projects.

Alongside targeted funding for

green projects the platform also:

— Brings transparency to

sustainable finance – entities

raising capital are required to

disclose what projects they are

funding, directly or indirectly,

and the expected carbon credit

yield, whilst also disclosing the

industry standards they use to

certify their projects.

— Provides access to a wider

range of investors – following

the public equity market

framework, investors across

all backgrounds (institutional,

corporate, or retail) can partake

in the funding of green projects.

As the leading global venue

for sustainable finance, we are

committed to continuing to play

a leading role in the further

development of market solutions

to the climate crisis.

London Stock Exchange Group plc

Annual Report 2022

Daniel Maguire

Group Head, Post Trade

& CEO, LCH Group

In a year of intense market volatility, LCH

successfully carried out its role as a critical

financial markets infrastructure provider

and continued to deliver the robust risk

management that supports our customers

through this period of economic uncertainty.

Meanwhile, we’re continuing to build our

presence in new growth areas and we’re

expanding our regional coverage.

Post Trade

Revenue split

1 OTC Derivatives £402m 40%

2 Securities & Reporting £234m 24%

3 Non Cash Collateral £100m 10%

4 Net Treasury Income £255m 26%

Recurring revenue

30%

Transactional revenue

70%

1 Post Trade recurring and transactional

proportion excludes Net Treasury Income.

The division is split across

four lines reflecting the

product offering and types

of income generation.

All of these business lines serve

to position us well in the context

of the three key structural market

trends that are helping to drive

growth: increasing regulation

within which our customers must

operate and a continuing rise in

demand for both risk management

and capital optimisation solutions.

In general, market volatility is also

an important driver of

performance for our Post Trade

division. In 2022, macroeconomic

factors such as the ongoing global

uncertainty around interest rates

have helped to drive higher

clearing volumes and therefore

enlarge the pools of collateral

we hold on behalf of customers.

OTC Derivatives

Clearing and capital optimisation

solutions for OTC Derivatives.

SwapClear, our clearing service

for interest rate swaps, contributes

c.80% of OTC Derivatives

revenue. LSEG is responsible for

over 90% of the global interest

rate swap notional cleared.

Performance:

+10.0% driven by record volumes

in SwapClear and despite a

one-off revenue benefit in

Q4 2021. SwapAgent and

ForexClear, though smaller

areas of the business, continue

to grow strongly and show

exciting potential.

Securities & Reporting

Securities clearing, capital

optimisation and regulatory

reporting solutions.

Performance:

-3.8% with volume growth at

RepoClear offset by impacts

of regulatory change and

increased competition in

cash equities clearing.

Non-Cash Collateral

Fees are earned from handling

non-cash collateral balances.

Performance:

+3.6% as market volatility drove

strong clearing volumes and

higher collateral balances.

Net Treasury Income

Income earned on cash assets

lodged with the Central

Counterparty (CCP) as margin

and default funds as part of the

risk management process.

Performance:

+18.8% as market volatility

and uncertainty around interest

rates drove record clearing

volumes and higher cash

collateral balances.

We support our customers with their clearing

and reporting obligations. In addition we

provide risk, balance sheet and financial

resource management solutions, whilst working

with our other divisions to extend this support

across the value chain.

OUR PART IN THE TRADE LIFECYCLE

25 London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

HIGHLIGHTS

The exceptional performance we

delivered in our OTC Derivatives

business in 2022 was supported

by accelerating growth in

SwapAgent,

our processing service for

uncleared interest rate swaps.

We recognise the potential in

this space, as increasingly

workflow inefficiencies are

driving customers to seek

greater standardisation in OTC

derivatives trade processing.

Supported by our acquisition of

Quantile and the announcement

of an agreement to acquire

Acadia, we are bringing together

a set of capabilities that create a

seamless platform to standardise

these processes, supporting

greater financial resource

optimisation and operational

efficiencies for our customers.

Quantile is a provider of

compression and optimisation

services to reduce risk and

capital requirements for

customers, while Acadia is a

provider of automated uncleared

margin processing and integrated

risk and optimisation services for

the global derivatives community.

Both of these acquisitions are

highly complementary to LSEG’s

Post Trade capabilities. The

Acadia transaction is subject

to regulatory approval.

First Singapore member joins

LCH SwapClear

DBS, a leading financial services

group in Asia, joined LCH

SwapClear as the first direct

member in Singapore this year.

Central clearing continues to

be a focus for banks in the

APAC region, and in 2022

SwapClear recorded a 29%

year-over-year increase in

volumes in APAC currencies.

25 London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

Post Trade continued

LCH default

management in

action – VTB Capital

On 24 February 2022, LCH

member and parent company to

VTB Capital, VTB Bank was added

to the UK’s consolidated list of

asset freeze targets, following

Russia’s invasion of Ukraine.

VTB Capital became unable to

settle its cleared transactions

at LCH Ltd EquityClear.

Following the sanctions

announcement, LCH convened its

DCMT (Default Crisis Management

Team) to coordinate and plan

actions, and ultimately served

the member with a default notice

on 3 March 2022.

The EquityClear DMG (Default

Management Group) was

convened to liquidate the

portfolio, which contained listed

depositary receipts. An external

broker and EquityClear members

were counterparties to the

close-out, using arrangements

previously tested in annual

firedrill exercises.

All positions were resolved

and the default was managed

comfortably within VTB Capital’s

initial margin (which had been

conservatively calibrated) and

there was no recourse to the

member default fund.

The defaulted portfolio was

fully settled on 4 April 2022,

with final balances ready to be

repaid to the administrators of

VTB Capital plc, in compliance

with applicable sanctions.

During this time, the EquityClear

service remained open for its

members with 100% up-time,

registering heightened trade

volumes averaging 5 million

trades per day.

DIGITALISATION

How trends are shaping

financial markets and the

global economy

Electronification of financial

markets continues to drive trading

volume growth, improve efficiency,

and enable access to liquidity.

This trend is expected to continue

as adoption across asset classes

matures; for example, Tradeweb

saw average daily volumes (ADV)

across all asset classes grow

c.10% YoY in 2022.

Digital platforms are unlocking

new growth across multiple

segments including digital

exchanges, digital payments,

online banking, and retail

wealth – driving demand for

ever-greater quantities of data

and more powerful analytics.

Cloud-enabled business models

(e.g., Data-as-a-service (DaaS),

Platform-as-a-service (PaaS)) are

emerging, as firms look to build

new solutions, and do more

with data and analytics.

The proliferation of new

technology within society

(e.g. AI, IoT, Blockchain) is

changing business models

and creating new value

creation opportunities across

all economies globally. This

is impacting the expectations

of customers, where jobs

are created and how capital

is allocated.

ADV of US corporate bonds

traded electronically in 2022

$15bn

LSEG’s response

Operating leading electronic

venues – we are investing in our

leading FX and equity electronic

venues, as well as benefiting from

structural growth at Tradeweb,

which remains at the forefront of

electronification in rates and credit

markets. For more information on

how we’re harnessing the natural

linkages between our trading

venues, see our Capital Markets

highlights on page 23.

Helping customers with

improved workflow connectivity

– we are improving connectivity

between our leading platforms

and venues, for example

connecting ForexClear with

FXall, and our recent acquisition

of TORA for order and execution

management. To read more

about the acquisition of TORA,

see page 18.

Broad distribution of data and

analytics – we deliver through

multiple channels including

desktop, cloud, API and feeds

to meet a range of customer

needs. Our approach to cloud is

further enhanced by the recent

announcement of our strategic

partnership with Microsoft.

Read more about the potential

benefits of our partnership

with Microsoft on page 19.

Building next generation

capabilities – we are working to

deliver next generation solutions

including our cloud-based data

platform, leading workflow and

collaboration via Workspace, and

new cloud analytics and modelling

built with Azure Machine Learning.

LSEG’s success is built on

our ability to anticipate and

capitalise on the structural

changes that are shaping

financial markets and the

global economy.

Over the last 20 years, the Group

has achieved considerable

growth and delivered shareholder

value through a successful

combination of organic and

inorganic investment in areas of

change. We continue to position

ourselves to capture growth

opportunities as markets evolve.

The four key market trends we

see as crucial to financial markets

and the global economy today,

and in the future, are:

1. Digitalisation

2. Sustainability

3. Optimisation

4. Resilience

London Stock Exchange Group plc

Annual Report 2022

Market trends

and our response

1 Coalition Greenwich study: https://www.greenwich.com/market-structure-technology/

october-spotlight-another-us-corporate-bond-e-trading-record-15-billion.

SUSTAINABILITY

How trends are shaping

financial markets and the

global economy

ESG and climate factors are

now mainstream considerations

in investment decision-making,

driving demand for insight.

Business disclosure related to

ESG continues to broaden,

and is increasingly mandated

by regulators.

Analytical models are unlocking

insight, but challenges remain

in addressing the availability

and auditability of data and

benchmarks, with c.60% of global

asset owners citing the lack

of standardisation as the main

barrier to increased adoption of

sustainable investment (2021

FTSE Russell asset owner survey).

Customers are demanding

that companies meet higher

standards, with more than one

third of the world’s largest

companies now committed to

net zero

. Increasingly, companies

are expected to incorporate

diversity and inclusion, fair

governance and climate action as

key components in their ambition

statements and strategies.

ESG assets as a percentage of

total global AUM by 2026

c.20%

LSEG’s response

Facilitating sustainable investing

– we deliver leading ESG indices

through FTSE Russell, attracting

$296 billion in global AUM.

Enabling green financing –

our Voluntary Carbon Market and

Sustainable Bond Market are

supporting customers on their

journey to net zero. See page

52 for more information.

Supporting informed markets –

we provide ESG data and scores

for >15,000 companies, and are

building ESG data into many of

our products, including Yield

Book fixed income analytics,

and our Issuer Services platform.

Driving transparency – Customer

& Third-Party Risk propositions,

such as World-Check and

Media-Check, are enabling

more transparent insight on

critical areas including the fights

against financial crime, modern

slavery, and terrorist financing.

27 London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

Market trends and our response continued

2 Accenture report: https://newsroom.accenture.com/news/nearly-all-companies-will-

miss-net-zero-goals-without-at-least-doubling-rate-of-carbon-emissions-reductions-by-

2030-accenture-report-finds.htm.

3 PwC report: https://www.pwc.com/gx/en/news-room/press-releases/2022/awm-revolution-

2022-report.html.

OPTIMISATION

How trends are shaping

financial markets and the

global economy

Cost pressures are resulting in

firms looking to optimise their

operating models, reduce

headcount, and focus on

core markets.

Interest rate movements have

encouraged investors to look

beyond traditional public markets

in search of returns, with global

alternatives AUM forecast to

hit $15 trillion in 2026

New technologies are being

applied to automate and

streamline post-trade workflows,

optimise how balance sheets

are utilised, and save costs.

Machine learning, AI and

process automation enable

customers to unlock value

in their operating models,

increasing process efficiency.

Cloud migrations enable more

agile approaches to controlling

data costs, remove legacy

infrastructure and servers, and

improve processes. It is estimated

that cloud adoption will unlock

c.$1 trillion in global business

value by 2030

Cloud expected spend growth

by financial institutions CAGR

2022-26

>20%

LSEG’s response

Enabling efficient capital flows

– the launch of our NDF matching

venue in Singapore with a fully

cleared Central Limit Order Book

(CLOB), will reduce risk for our

clients, increase efficiency, and

create a more diverse pool of

liquidity. Read more on page 23.

Providing sophisticated

Post Trade solutions – the

recent acquisition of Quantile,

alongside innovations such as

SwapAgent, will provide

customers with greater control

and understanding of capital

requirements as they manage

cleared and uncleared securities.

Read more about our acquisition

of Quantile on page 25.

Unlocking emerging pools of

liquidity – we bring together deep

market infrastructure expertise

and reliable data coverage across

emerging pools of liquidity.

Supporting operating efficiencies

through our migration to cloud

– our recent partnership

announcement with Microsoft will

reduce operational complexity

through improved data distribution

and the consolidation of multiple

legacy technologies, and will

further strengthen resilience

and security.

London Stock Exchange Group plc

Annual Report 2022

Market trends and our response continued

1 Preqin report: https://www.preqin.com/insights/2022-preqin-global-alternatives-reports.

2 Mckinsey report: https://www.mckinsey.com/industries/technology-media-and-

telecommunications/our-insights/cloud-migration-opportunity-business-value-grows-

but-missteps-abound.

3 Grand View Research report: https://www.grandviewresearch.com/industry-analysis/

finance-cloud-market-report?utm_source=prnewswire&utm_medium=referral&utm_

campaign=ict_01-Sept-22&utm_term=finance-cloud-market-report&utm_content=rd.

RESILIENCE

How trends are shaping

financial markets and the

global economy

Regulation has created a more

stable financial system – firms

have progressed from a state of

rapid implementation to more

considered management,

shifting focus toward resilience.

Moves toward hybrid working

has shifted consumer demand

in many industries (e.g. retail,

real-estate, hospitality). From a

technology perspective, this

has led to increased focus on

secure access, cyber security,

and process controls. This is

expected to continue as the

proportion of employees working

in hybrid environments remains

consistently above 2019 levels

Market volatility highlights the

importance of trusted venues

and secure clearing houses that

are capable of meeting demand

spikes. Our market infrastructure

businesses have played a key role

in helping participants navigate

major market events in 2022.

Global supply chains have faced

increasing pressure due to the

impact of the pandemic, higher

inflation and geopolitical events.

This has led companies and

capital allocators to further focus

on identifying and mitigating

supply chain risk.

Large companies who have

experienced fraud in the last

24 months

>50%

LSEG’s response

Helping customers manage

operational risk – Post Trade

supports clients as they manage

clearing operations, and optimises

financial resources through

advanced analytics solutions

including SwapAgent.

Enabling resilient venues –

venue replatforming will reduce

latency across our FX venues,

bringing them in line with speeds

seen in equities markets, and will

improve reliability and robustness.

Tried and tested processes –

our track record in managing

defaults in Post Trade, while

minimising impact to the market,

gives us significant credibility

with our members and regulators.

To read about the default of a

customer, VTB Capital, in 2022

and our response, see page 25.

Running critical data

infrastructure – we are trusted to

operate the data infrastructure

that underpins our customers’

businesses and critical decision-

making, including our Real-Time

network, Managed Distribution

Service (RTMDS), and Data

Access Control System (DACS).

29 London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

Market trends and our response continued

4 Financial Times report: https://www.ft.com/content/91899837-0fc7-4fe8-9581-60517d85399b

5 PwC Global Economic Crime and Fraud Survey 2022: https://www.pwc.com/gx/en/forensics/

gecsm-2022/pdf/PwC%E2%80%99s-Global-Economic-Crime-and-Fraud-Survey-2022.pdf.

London Stock Exchange Group plc

Annual Report 2022

Integrate our

world-class businesses

Globally essential

We drive financial

stability

by operating businesses that

are of systemic importance,

fundamental to the financial

ecosystem and critical to

our customers.

Drive

growth

Multi-asset class

We empower

economies

by helping our customers to

raise capital, support

employment, innovate and

access global financial

networks, across multiple

asset classes.

This purpose underpins everything we do and sets the foundation for

our strategy, our operations and our culture.

LSEG is a key participant in the global economy as a leading financial

markets infrastructure and data provider.

Our purpose is driving financial stability, empowering economies and

enabling customers to create sustainable growth.

LSEG’s long-term strategy builds on our strengths as a Group. We are

investing in solutions and services that can adapt and scale in evolving

global financial markets.

Our strategy is to be:

In order to deliver on our strategy we are executing against three

key priorities:

Build an efficient

and scalable platform

Seamlessly connected

We enable customers to

create sustainable growth

by providing the tools and data

that enable financial markets

to manage risk and make

informed investment decisions.

Our purpose

Our strategy

Priorities to deliver

on our strategy

Our purpose and strategy

Read more on page 31 Read more on page 32 Read more on page 33

Read more on page 34 Read more on page 34 Read more on page 35

Globally essential

A global player that provides critical

infrastructure and insight to customers,

required for the efficient running of financial

markets. We deliver value to customers

in all the major economies of the world.

Why is this important?

The presence and the demands of our

customers are increasingly borderless

and complex. Our global coverage and

comprehensive offering underpins

customers’ critical workflows and

supports the allocation of capital across

international financial markets.

Arne Staal

Group Head and CEO, FTSE Russell

We have developed this broad range of

Shariah-compliant indices to offer additional

depth and choice for global investors. The

new series combines our high standards of

benchmark index design and governance

with a robust screening and selection

process based on Islamic principles.

31 London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

Our purpose and strategy continued

OUR STRATEGY

Supporting critical

workflows worldwide

Case study

Since 2020, we have launched

well over 3,000 new FTSE

Russell indices. In 2022, FTSE

Russell launched the FTSE

IdealRatings Islamic Index

Series in collaboration with

IdealRatings. The Index Series

measures the performance of

Islamic equity securities across

global markets, providing a

family of Shariah compliant

indices for global investors.

New FTSE Russell indices

launched since 2020

>3,150

Multi-asset class

A leader across traditional and emerging

asset classes, in both public and private

markets. We provide liquidity and asset-class

agnostic insight for our customers across

the world.

Why is this important?

Trading and investment strategies are

increasingly incorporating a greater mix of

asset classes which, in turn, broadens the

data and information required to manage

portfolios and execute transactions. The

extent of our coverage in both established

and emerging asset classes creates value

for our customers by simplifying workflows

and enhancing critical processes.

The breadth of

our coverage

drives value

Case study

The acquisition of TORA, a

leading cloud-based technology

provider, allows us to offer

customers an order and

execution management

system (OEMS) and a portfolio

management system (PMS)

covering equities, fixed income,

foreign exchange, derivatives

and digital assets trading.

Broker algos accessible through

TORA’s multi-asset class OEMS

500+

Global exchanges connected

to TORA

180+

Dean Berry

Group Head of Trading & Banking Solutions

LSEG’s strategy is to deliver global,

multi-asset class financial infrastructure for

our customers that operates as an open

ecosystem across the capital markets and

investment lifecycle. Our acquisition of

TORA is a great example of us delivering

on that strategy.

London Stock Exchange Group plc

Annual Report 2022

Our purpose and strategy continued

OUR STRATEGY

Seamlessly connected

A unique partner for customers, enabling

connectivity across the financial markets

value chain. We provide access to open

platforms and venues which integrate

seamlessly across the workflows that

matter, from pre-trade decision-making,

to trade execution and clearing.

Why is this important?

Financial markets continue to evolve.

The adoption of new technologies and

changes in regulation impact the complexity

and scope of our customers’ needs. By

providing integrated solutions across the

value chain, we are building deeper customer

relationships and working in partnership to

help customers address this complexity in

a way that few other providers are able to.

This in turn leads to new product innovation

and growth opportunities.

Creating powerfully

innovative solutions

Case study

Our comprehensive Fundamental

Review of Trading (FRTB) data

solution seamlessly brings

together multiple LSEG offerings,

enabling customers to calculate

capital charges under the

sensitivities-based method and

fulfil look-through requirements

for both funds and indices.

This provides customers with

the tools they need to achieve

compliance on a global scale.

LSEG’s Trade Discovery solution

provides access to

>1.1bn

Real Price Observations (RPOs)

across multiple asset classes

Stuart Brown

Group Head of Enterprise Data Solutions

Globally, banks are finding the

implementation of the FRTB requirements

very challenging. Through our extended

coverage of regulated markets and our data

partnerships with LCH, Tradeweb and other

leading market infrastructure providers, we can

provide access to billions of processed Real Price

Observations across exchange-traded and OTC

cross asset class instruments, covering rates,

credit, FX and equities in multiple jurisdictions.

33 London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

Our purpose and strategy continued

OUR STRATEGY

Integrate our world-class businesses Drive growth

Market reports available from

1,900sources

OUR PROGRESS IN 2022

How we deliver Strategy in action

Focus on customers’

needs across asset classes,

throughout their workflow

and on a global basis.

Regulation is driving the

adoption of FX clearing by

buy-side users (Uncleared

Margin Rules). We are improving

connectivity between FXall

and ForexClear, providing

customers with workflow

efficiencies. Improved

connectivity allows FXall clients

to access the risk management

and efficiency benefits of

clearing, by choosing to clear

non-deliverable forwards (NDFs)

in ForexClear if desired.

Leverage our unique and

growing position across financial

data and capital markets to

create innovative solutions

for customers.

Capital Markets is integrating

more tools from across the

Group into its Issuer Services

platform, improving our Primary

Markets offering. Access to

the Aftermarket Research

Collections allows issuers to

explore market reports from

over 1,900 sources.

How we deliver Strategy in action

Develop strategic partnerships. Our recently announced 10-year

strategic partnership with

Microsoft will help develop

new products and services for

data and analytics, delivering

next-generation services for a

range of customers across the

financial markets value chain.

Improve sales execution and

partnership with customers.

We are creating a differentiated

sales and service model.

We are focusing more resources

on our largest accounts and

developing deeper solution

selling expertise, while also

optimising and standardising

the digital sales experience.

Optimise commercial

relationships with customers.

We have successfully positioned

complementary solutions that

enable us to optimise the

commercial relationship we

have with customers. For

example, as part of our revenue

synergy programme we have

successfully focused on selling

more Pricing and Reference data

into FTSE Russell customers.

Improve our product offerings. We are bringing together

leading assets from across the

Group to improve the customer

experience. Examples include

the addition of Refinitiv data

to the LSEG Issuer Services

platform, and providing Refinitiv’s

ESG data sets via the Yield Book

fixed income analytics platform.

LSEG’s ESG data covers

600+metrics

15,000+

companies

Our purpose and strategy continued

London Stock Exchange Group plc

Annual Report 2022

Build an efficient and scalable platform

We are well positioned to

capitalise on the strong underlying

drivers that support our business

model (see following pages).

In 2023 our priorities will continue

to evolve, as we progress from

the integration of Refinitiv to

the transformation of the

combined Group. These updated

priorities combine continuity

with an even greater ambition

for long-term growth:

Improving execution

including delivery of our Group

strategic programmes, resilience

and cyber security initiatives, and

our sales transformation journey.

Investing in better products

including the development and

deployment of product

improvements across key

business lines such as Workspace,

FTSE Russell and replatforming

our FX venues; and the

development of ‘next generation’

projects such as our Post Trade

Solutions offering.

Harnessing our integrated

offering to create value greater

than the ‘sum of the parts’

including improved customer

experience across the workflows

and asset classes that we

serve; new innovative solutions

developed in partnership with

market participants, such as the

LSEG Voluntary Carbon Market;

and unlocking the scalability

provided by cloud technologies,

in partnership with Microsoft.

2022 underlying EBITDA margin

improvement vs PY

+110bps

EVOLVING PRIORITIES FOR 2023 AND BEYOND

How we deliver Strategy in action

Targeted investment to create a

more scalable business centred

on cloud-based, open platforms.

LSEG has launched new

cloud-based offerings, such as

Real-Time Optimised, in 2022.

Real-Time Optimised is reducing

customer infrastructure

requirements, broadening

access, and reducing lead

times for real-time data.

Accelerating our strategic

approach to the data platform.

LSEG has made good progress

on its existing programme for

the delivery of its cloud-based

data platform since the

completion of the Refinitiv

acquisition in January 2021.

Work on our new strategic

partnership with Microsoft will

enable LSEG to utilise Azure for

cloud-based data architecture,

consolidating LSEG data sets

onto one, flexible infrastructure.

The programme accelerates

LSEG’s cloud migration plans.

Cost synergies from integrating

Refinitiv and LSEG.

We continue to improve our

underlying EBITDA margin

performance, up +110bps

year-over-year, supported

by the successful delivery

of cost synergies in 2022.

As we continue to deliver

on our integration efforts

we expect to see further

long-term improvement in

our margin profile.

Our purpose and strategy continued

STRATEGIC REPORT

35 London Stock Exchange Group plc

Annual Report 2022

London Stock Exchange Group plc

Annual Report 2022

WE ARE A LEADING PROVIDER OF FINANCIAL

MARKET DATA AND INFRASTRUCTURE

Across our business divisions we

provide products and services

that are essential to financial

markets. This includes:

Data and distribution

Workspace provides end users

with access to critical financial

data, news and content from

over 150,000 data sources.

Our real-time feeds drive trading

and investment decisions across

multiple speeds, delivering data

covering more than 77 million

instruments through proprietary

distribution channels as well as

partner applications.

We gather data from

>150,000

data sources

Our real-time data covers

>77m

instruments

World class indices

World class indices: FTSE Russell

provides indices supporting over

$20 trillion in global assets under

management (AUM), enabling

investment flow for the buy-side.

2022 FTSE Russell ETF AUM

>$1trn

2022 FTSE Russell ESG

passive AUM

$296bn

Leading venues

We operate leading equities

venues including LSE Main

Market and LSE AIM; globally

significant dealer-to-dealer and

dealer-to-client venues in FX,

supporting more than $450 billion

in ADV; as well as a leading

position in credit and rates

trading through Tradeweb.

2022 FX ADV

$452bn

2022 Tradeweb rates – cash ADV

$343bn

Critical infrastructure

Through LCH, we operate a

leading global clearing house with

a >90% share of cleared interest

rate swap notional outstanding.

Our infrastructure underpins

capital movements being made

by the largest financial institutions

around the world.

SwapClear client trades in 2022

2.7m

ForexClear notional value cleared

in 2022

$24.7trn

LSEG is positioned across the

breadth of the financial markets

value chain.

The three business divisions we operate are:

Data & Analytics

A leading provider of high-value financial market data,

indices and analytics.

Capital Markets

A global operator of leading capital raising and multi-asset

class trading venues.

Post Trade

A leading provider of clearing, risk management and capital

optimisation solutions.

Our business is underpinned by scalable and global technology,

which supports the delivery of the Group’s solutions through

resilient, efficient and secure platforms and operations.

For more details on our businesses,

please see our divisional overviews

on pages 16 to 25.

LSEG is well positioned to deliver

long-term sustainable growth

Five factors underpin the value we deliver:

1. We are a leading provider of financial market data and infrastructure.

2. We bring deep expertise and a trusted reputation across the

financial markets value chain.

3. We are exposed to structurally high growth markets.

4. We generate high quality revenue that is mostly recurring in nature.

5. We consistently invest for growth.

Our business model

1 ESG Passive AUM is at 30 June 2022 and prior period comparator is at 30 June 2021.

The metric is updated bi-annually.

STRATEGIC REPORT

We operate across the breadth of

the financial markets value chain,

from issuance and investment

decision making, through to trade

execution, clearing and post

trade reporting.

WE BRING DEEP EXPERTISE AND A TRUSTED REPUTATION

ACROSS THE FINANCIAL MARKETS VALUE CHAIN

Data and analytics

Providing crucial insight to

customers through a variety

of data, indices, analytics

and workflow solutions.

Capital formation

Through primary markets

operated by London

Stock Exchange.

Capital deployment

Through our trading venues and

across asset classes, including

FX, fixed income and equities.

Capital optimisation

Clearing and reporting

services through LCH

and UnaVista, as well as

innovative post-trade solutions.

We are trusted by customers,

partners, and regulators as a

provider of critical infrastructure.

This stems from decades of

experience operating trading

venues, clearing systems, and

data and analytics infrastructure.

We are uniquely positioned,

and bringing together these

capabilities is enabling scale

and new value creation as

we serve financial markets.

Uniquely positioned

As the boundaries between data and infrastructure blur,

we will generate new areas of opportunity and collaborative

customer partnerships:

— Unique trading and risk analytics.

— Improved workflow connectivity.

— More connected and intelligent data sets.

— New cloud-based models – Data-as-a-service,

Platform-as-a-service, Analytics-as-a-service.

Our business model continued

37 London Stock Exchange Group plc

Annual Report 2022

LSEG’s offering spans the entire trade lifecycle

Data & Analytics

Capital Markets

Post Trade

Global data

and analytics

provider

Globally

recognised

market

infrastructure

business

Global

clearing,

settlement and

reporting

provider

Global

leader in data

and FMI

We benefit from a footprint that

positions us in multiple global

markets, with a broad range of

customers, and exposure to

multiple asset classes.

Growing markets

Across the Group we are exposed

to a broad array of asset classes

and growing liquidity pools,

including equities, FX and fixed

income markets. Through our

Data & Analytics business, we

are also able to capitalise on the

growing demand for insight and

automation. We expect this to be

further accelerated through the

adoption of cloud in coming years.

Diverse geographies

We have a balanced global

exposure, generating 45% of

income in EMEA, 40% in the

Americas, and 15% in APAC.

This is supported by the

distribution and diversity of

our people – with 56% of

our headcount based in APAC,

including our leading operations

and customer support hubs in

Bengaluru, Manila, and Colombo.

Significant customer

relationships

We are a leading partner for the

financial services sector, with

customers including the world’s

largest banks, asset managers,

asset owners, wealth advisers,

and hedge funds. Additionally,

we support critical central

banking and regulatory institutions

with our solutions. We have a

sizeable and growing footprint

across corporate communities,

serving 48 of the top 50 largest

corporates globally, with offerings

including FX hedging solutions,

risk management tools, and

capital raising.

Our business model continued

OUR FOOTPRINT IS DIVERSIFIED ACROSS

MARKETS, GEOGRAPHIES AND CUSTOMERS

1 Americas 40%

2 APAC 15%

3 EMEA 45%

Revenue by geography

1 Total income including recoveries

London Stock Exchange Group plc

Annual Report 2022

We serve 48 of the world’s

top 50 corporates

2 By market capitalisation, as of February 2023.

We generate a substantial

proportion of our income through

recurring revenue associated with

data subscriptions and licences.

This business model benefits

from a consistently high level

of retention, contracts that are

typically 12-24 months in duration,

and improving performance in our

Annual Subscription Value (ASV).

We are well exposed to growing

pools of transactional income

through its venues. This includes

Tradeweb, which continues to

benefit from the electronification

of rates and credit markets, and

other businesses positioned to

attract liquidity flow such as

FXall (FX dealer-to-client),

Matching (FX dealer-to-dealer),

and LCH which benefits from

volume growth in swaps and

other OTC derivative markets,

as well as the underlying income

associated with treasury and

collateral operations.

Recurring revenue

Visible revenue

Mostly subscription and

licence revenue, typically

12-24 months duration.

Highly diversified

Revenues are broadly

based across activity,

product, geography and

>45,000 customers.

Strong customer relationships

Consistently high retention.

Transactional revenue

Highly diversified and

growing with strong

Tradeweb performance.

1 Recurring revenue 73%

2 Transactional revenue 23%

3 Net treasury income 3%

Total income

We are highly cash generative,

allowing us to continually

modernise our infrastructure,

invest organically in new

products and services, and

acquire businesses that are

complementary to our business

model and distribution footprint.

In 2022 we invested £750 million

in BAU capex that supports our

approach to growth, resilience

and security. We also closed four

acquisitions: MayStreet, Quantile,

GDC and TORA. Each of these

businesses has significant growth

potential that is enhanced by

being part of the Group. For more

information on these acquisitions,

see our case studies on pages

18 and 25, and read about capital

allocation in more detail in the

CFO review on page 40.

Our recently announced 10-year

strategic partnership with

Microsoft will also help build

next-generation services that

empower customers to generate

business insights, automate

complex and time-consuming

processes, and ultimately,

do more with less.

More details can be found on

pages 19 and 71 and on our website:

www.lseg.com/investor-relations/

London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

Our business model continued

WE GENERATE HIGH QUALITY REVENUE

THAT IS MOSTLY RECURRING IN NATURE

WE CONSISTENTLY INVEST FOR GROWTH

3 Business-as-usual capex, on a constant currency accrued basis.

London Stock Exchange Group plc

Annual Report 2022

Anna Manz

Chief Financial Officer

In less than two years,

we have significantly improved

the growth rate of many of

the Refinitiv businesses,

in most cases just by doing

the basics better.

Introduction

LSEG hit all its financial targets

in 2022: our execution on the

Refinitiv integration has

progressed well, and through

our strong market positioning we

have been able to capture the

benefit from renewed market

volatility and interest rate

uncertainty in our transactional

businesses this year. Our financial

performance is covered in detail

in the pages that follow. My own

review focuses on two topics at

the forefront of our shareholders’

thoughts: how do we sustain

growth, and how do we allocate

capital to support that growth?

The pathway to

sustained growth

Investors often ask me how I think

about the opportunities in front

of LSEG. First and foremost, we

benefit from having leading, scale

businesses that offer long-term

growth. We have all witnessed in

other sectors how data can be

liberated by technology, creating

new insights and use-cases to

drive growth. Financial services

are at that tipping point and LSEG

is well positioned to take these

opportunities. I see three levers

of growth that we are pulling:

1. Improving execution

In less than two years, we have

significantly improved the growth

rate of the Refinitiv businesses

within Data & Analytics, in most

cases just by doing the basics

better. We have changed sales

incentives, simplified our product

portfolio, set more ambitious

retention targets, learned more

about customers’ actual usage

and worked in closer collaboration

with them as we roll out

Workspace to different groups

of end-users. Our 2023 price

reviews in part reflect this

incremental value that we are

delivering for our customers.

In addition, we set ambitious

synergy targets for both revenue

and cost, and have raised those

targets. We now expect runrate

revenue synergies of £350-400

million by 2025, and runrate cost

synergies of at least £400 million.

Although in common with all

companies we are facing cost

inflation, we have a number of

levers at our disposal to mitigate

its impact.

2. Investing to transform

our businesses

In areas like Investment Solutions

or our FX venues, we have strong

brands and customer loyalty but

historically investment has not

always kept pace with technology

change. We have significant

projects in flight not only to

address this “technology debt”

but to take the opportunity to

leap ahead of our competitors

in speed and functionality.

In FX for example, we have rebuilt

our tech stack and improved

latency – speed – by a factor

of 10. We are making similar

investments, driving greater

volume and customisation,

in our index business. These

investments have not yet come

to fruition, but should begin to

contribute to growth in 2023.

3. Making LSEG more than the

sum of its parts

Increasingly our customers see us

as a strategic capital markets and

data partner. They expect us to

come up with innovative solutions

to help them generate investment

ideas, trade efficiently, manage

risk and optimise capital.

Our businesses are highly

complementary but we are far

from realising the full benefits for

our customers today. For example,

the potential for data from our

trading platforms to inform

decisions for our index clients, or

for our leadership in FX and fixed

income trading to come together

to manage risk in cross-border

trading, is huge. Sustaining our

growth rate into the long term

depends on our ability to bring

our businesses together in ways

that no other company can.

We have already begun this

process. We have connected our

dealer-to-client foreign exchange

platform, FXall, with ForexClear

to drive growth in the foreign

exchange clearing market. We’ve

also brought together FXall and

Chief Financial

Officer review

For more information see our Financial

Statements on pages 148 to 245.

Tradeweb to develop hedging

workflow solutions to allow

emerging market products to

be traded more efficiently.

The complementary nature of our

combined offering creates the

opportunity for us to deliver

innovative solutions like these.

There is so much more we can

do here.

Capital allocation

Our goal is to invest for growth

using the cash flows we generate,

building a platform for long-term

capital appreciation while

rewarding investors today through

a progressive dividend, growing

broadly in line with AEPS. We will

do that within a leverage range of

1-2x net debt to adjusted EBITDA,

which offers a degree of flexibility

while maintaining a sufficiently

conservative structure even at

the top of the range.

LSEG generated £3.3 billion in

operating cash flow in 2022,

and a further £1.1 billion from the

disposal of non-core businesses

and other property. Our leverage

reduced from 1.9x at the start of

the year to 1.8x by year-end. We

deployed our capital as follows:

1. BAU capex – £750 million

Business-as-usual capex, on a

constant currency accrued basis,

was £750 million. We continued to

focus on programmes to address

growth, efficiency and resilience.

Our investments in Tradeweb and

Workspace product development

are expected to drive continued

revenue growth. The upgrades

to our own infrastructure as we

roll out our software-defined

network, giving higher capacity

and increased resilience, will

benefit costs from 2023 onwards.

Finally the development of our

data platform, including cloud

migration and the associated

transformation of how we import

new content, should underpin

both future revenue growth

and cost efficiency. In addition

to this capex, we also incurred

£184 million of capex mainly

related to delivering the synergies

relating to the Refinitiv acquisition,

which was in line with our plans.

Total capex on a cash basis was

£966 million.

2. M&A – £786 million

Our M&A strategy is twofold:

businesses providing services

which are complementary to our

existing offer and can be scaled

across our footprint and customer

base; and technology-based

businesses which, while often

small in revenue terms, can

enhance existing services at

lower cost and higher speed

than organic investment.

We completed four acquisitions

in 2022. Of these, GDC, Quantile

and TORA are established

businesses which can benefit

from our much greater scale

and deeper customer

relationships. MayStreet allows

us to significantly enhance the

breadth of our low latency data

offering much more quickly and

cost effectively than if we were

to develop this in-house. For

information on these acquisitions,

see pages 18 and 25.

3. Dividend – £567 million

The proposed final dividend for

2022 is 75.3 pence – giving a

total for the year of 107.0 pence,

up 12.6% on 2021. This is

consistent with our dividend policy

and reflects a payout ratio of 34%

of AEPS. Our dividend per share

has grown at a compound annual

rate of 17% over the last 20 years.

4. Share buyback – £300 million

We remain very focused on capital

discipline and will, from time to

time, return excess capital to

shareholders to the extent that we

stay within our leverage range.

On the back of the disposal of

BETA, a non-core business in the

Wealth segment, we announced a

£750 million share buyback, which

was 40% complete by the end of

the year. Looking ahead, we are

seeking shareholder approval

at the 2023 AGM for a directed

share buyback, which will enable

us to buy shares directly from

entities owned by certain

investment funds affiliated with

Blackstone, an affiliate of Canada

Pension Plan Investment Board,

an affiliate of GIC Special

Investments Pte. Ltd, and by

Thomson Reuters, the former

Refinitiv shareholders. We expect

to deploy up to £750 million in

directed buybacks by April 2024.

Chief Financial Officer review continued

Growth in total income excluding recoveries (excl. Ukraine/Russia)

+6.6%

2021: +6.1%

Annual Subscription Value growth (excl. Ukraine/Russia)

+6.2%

2021: +4.6%

London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

1 Growth rates excluding the Russia/Ukraine war impact have been calculated by excluding

income in the region and from sanctioned customers and related business from both periods.

This amounted to £80 million in 2021 and £18 million in Q1 2022, and nil beyond that.

London Stock Exchange Group plc

Annual Report 2022

Financial review

Note: Unless otherwise stated, variances refer to growth rates on a pro-forma

constant currency basis, excluding the impact of a deferred

revenue accounting adjustment

Reported

2022

£m

2021

£m

Variance

Pro-Forma Constant

Currency Variance

(excluding deferred

revenue adjustment)

Data & Analytics 4,944 4,103 20.5% 4.2%

Capital Markets 1,459 1,171 24.6% 9.8%

Post Trade 991 906 9.4% 7.5%

Other 34 31 9.7% (7.2%)

Total Income (excl. recoveries) 7,428 6,211 19.6% 5.7%

Recoveries

315 324 (2.8%) 2.3%

Total Income (incl. recoveries) 7,743 6,535 18.5% 5.5%

Reported

Operating Profit 1,417 1,065 33.1%

Profit Before Tax 1,241 894 38.8%

Basic Earnings per Share

141.8 85.8 65.3%

Dividends per Share

107.0 95.0 12.6%

Adjusted

EBITDA 3,550 2,969 19.6% 6.0%

EBITDA Margin 47.8% 47.8%

Operating Profit 2,728 2,282 19.5% 4.6%

Adjusted Earnings per Share

317.8 272.4 16.7%

1 The comparator FY 2021 figures are statutory results, incorporating Refinitiv from acquisition at the end of January 2021. Revenues and costs associated with the BETA divestment have

been classified as discontinued and are excluded from all periods. Revenues and costs associated with the Borsa Italiana group divestment, which completed in 2021, are also excluded.

2 Recoveries mainly relate to fees for third-party content, such as exchange data, that is distributed directly to customers.

3 The Group reports adjusted operating expenses before depreciation, amortisation and impairment, adjusted earnings before interest, tax, depreciation, amortisation and impairment (EBITDA),

adjusted depreciation, amortisation and impairment, adjusted operating profit and adjusted basic earnings per share (EPS). These measures are not measures of performance under IFRS and

should be considered in addition to, and not as a substitute for, IFRS measures of financial performance and liquidity. Adjusted performance measures provide supplemental data relevant to

an understanding of the Group’s financial performance and exclude non-underlying items of income and expense that are material by their size and/or nature. Non-underlying items include:

amortisation and impairment of goodwill and other purchased intangible assets, incremental amortisation and impairment of the fair value adjustments of intangible assets recognised as a result

of acquisitions, tax on non-underlying items and other income or expenses not considered to drive the operating results of the Group (including transaction, integration and separation costs

related to acquisitions and disposals of businesses), as well as restructuring costs.

4 Weighted average number of shares used to calculate basic earnings per share and adjusted basic earnings per share from continuing operations is 557 million (2021: 538 million).

5 Growth rates excluding the Russia/Ukraine war impact have been calculated by excluding income in the region and from sanctioned customers and related business from both periods.

This amounted to £80 million in 2021 and £18 million in Q1 2022, and nil beyond that.

6 Pro-forma growth assumes that the acquisition of Refinitiv took place on 1 January 2021 for the prior year comparator.

Total Income excluding recoveries grew by 5.7% to £7,428 million including a 0.3% contribution to growth from acquisitions during the year, or by

19.6% on a reported basis, helped by an extra month’s contribution from Refinitiv (11 months included in 2021) as well as favourable foreign exchange

movements. Excluding the impact of the Russia/Ukraine war, growth was 6.6%

. Total Income including recoveries grew by 5.5% to £7,743 million,

or by 18.5% on a reported basis. This was driven by good growth across all three divisions.

Adjusted operating expenses before depreciation, amortisation and impairment grew by 4.1% to £3,140 million. Excluding acquisitions and disposals,

cost growth was 3.4%, reflecting continued strong delivery of Refinitiv-related synergies. Our main costs relate to our people, with staff costs of

£1,896 million (2021: £1,666 million). IT costs amounted to £567 million (2021: £447 million) with professional fees of £420 million (2021: £327 million).

Adjusted EBITDA increased by 6.0% to £3,550 million. EBITDA margin was flat year-on-year at 47.8%. The like-for-like EBITDA margin improvement,

adjusting for the negative impacts of the Russia/Ukraine war, acquisitions completed in 2022 and non-cash FX-related balance sheet adjustments,

was 110 basis points. Within EBITDA, income from Equity Investments was £12 million in 2022, down from £22 million in 2021.

Reported depreciation, amortisation and impairment of £1,900 million (2021: £1,570 million) includes £1,078 million (2021: £883 million) related to

the amortisation of purchased intangible assets (mainly Refinitiv) as well as other non-underlying charges. Excluding these, adjusted depreciation,

amortisation and impairment grew by 19.7% to £822 million on a reported basis and by 10.7% on a pro-forma constant currency basis, driven by

our continued investment in technology and new services and the capex associated with achieving the Refinitiv synergies.

Reported Operating Profit rose 33.1%, from £1,065 million to £1,417 million, helped by an extra month’s contribution from Refinitiv as well as favourable

foreign exchange movements. Adjusted Operating Profit grew by 19.5% to £2,728 million. On a pro-forma constant currency basis, it grew 4.6%,

with the strong income growth and good cost control highlighted above partially offset by higher depreciation and amortisation.

43 London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

Financial review continued

Reconciliation of Adjusted Operating Profit to Reported Operating Profit

2022

£m

2021

£m

Adjusted Operating Profit 2,728 2,282

Transaction costs (85) (109)

Integration, separation & restructuring costs (304) (225)

Profit on disposal & remeasurement gains 156 –

Amortisation and impairment of purchased intangible assets (1,044) (851)

Depreciation & impairment of tangible assets (34) (32)

Operating Profit 1,417 1,065

Transaction costs of £85 million mainly relate to fees and other charges incurred from acquisition activity during the year, as well as awards and

incentive plans linked to the Refinitiv acquisition. Integration, separation and restructuring costs have mostly been incurred in relation to the

integration of Refinitiv and are in line with previous guidance. Profit on disposal and remeasurement gains of £156 million include the gain arising

on the disposal of a freehold property in the UK. Amortisation and impairment of purchased intangible assets of £1,044 million mainly arise from

the Refinitiv acquisition.

Strong revenue growth across all divisions

2022

£7,428m

2021

£6,587m

FX and other

+7.5%

Capital Markets Post Trade

+9.8%

Data & Analytics

+5.3%

(+4.2% incl U/R)

Growth rates on a constant currency pro-forma basis, excluding the deferred revenue adjustment, unless otherwise noted:

1 Ex U/R excludes Ukraine/Russia impacts

2 Total income excluding recoveries, 2021 on a pro-forma basis

3 Includes the impact of other revenues and the deferred revenue adjustment

4 Pro-forma growth on an actual rates basis including the deferred revenue adjustment

Reported growth

+12.8%

Growth excl. U/R

+6.6%

Good improvement in underlying profitabilty

2022

(0.5%)

(0.3%)

2021

47.8%

Ukraine/Russia

conflict

M&A

Underlying

business

performance

(0.3%)

+1.1%

47.8%

1 Reported EBITDA margin

Underlying Margin

improvement

+1.1%

The deferred revenue accounting adjustment had a +0.2% impact on margin which was offset by the pro-forma impact of -0.2% on margin.

London Stock Exchange Group plc

Annual Report 2022

Net Finance Expense/Tax/Non-Controlling Interest

Adjusted Net Finance Expenses were £160 million (2021: £166 million), and were £176 million (2021: £171 million) on a reported basis.

Reported Profit Before Tax increased by 38.8%, from £894 million to £1,241 million. Adjusted Profit Before Tax increased by 21.4% in the year to

£2,568 million (2021: £2,116 million). The Group incurred a tax charge in the year of £262 million (2021: £302 million). The effective tax rate was

21.1% (2021: 33.8%). The decrease in rate is mainly due to the absence of the prior year UK deferred tax remeasurement charge. The underlying

effective tax rate was 21.0% (2021: 20.4%). The higher rate reflects the tax impact of the geographical mix of pre-tax earnings.

Adjusted profits attributable to non-controlling interests, mainly in Tradeweb and LCH, totalled £258 million for the year ended 2022, an increase

of 17.8% from 2021.

Earnings per share

Basic earnings per share from continuing operations was 141.8 pence (2021: 85.8 pence).

Adjusted earnings per share (AEPS) from continuing operations was 317.8 pence (2021: 272.4 pence). The 16.7% increase in AEPS year-on-year

was driven by the growth in profitability and favourable foreign exchange movements.

Dividend

The Board is proposing a final dividend of 75.3 pence per share, which together with the interim dividend of 31.7 pence per share paid to

shareholders in September 2022, results in a 12.6% increase in the total dividend to 107.0 pence per share. The final dividend of 75.3 pence

per share will be paid on 24 May 2023 to all shareholders on the share register at the record date of 21 April 2023.

Data & Analytics

Continuing operations

2022

£m

2021

£m

Variance

Pro-Forma Constant

Currency Variance

(excluding deferred

revenue adjustment)

Trading & Banking Solutions 1,612 1,369 17.8% 0.2%

Trading 1,275 1,086 17.4% (0.1%)

Banking 337 283 19.1% 1.4%

Enterprise Data Solutions 1,307 1,058 23.5% 6.1%

Real-Time Data 838 676 24.0% 6.0%

PRS 469 382 22.8% 6.5%

Investment Solutions 1,325 1,119 18.4% 6.2%

Benchmark Rates, Indices & Analytics 607 512 18.6% 9.4%

Index – Asset-Based 280 253 10.7% 0.7%

Data & Workflow 438 354 23.7% 5.5%

Wealth Solutions 275 227 21.1% 3.0%

Customer & Third-Party Risk Solutions 425 330 28.8% 9.5%

Total Revenue (excl. recoveries) 4,944 4,103 20.5% 4.2%

Recoveries 315 324 (2.8%) 2.3%

Total Revenue (incl. recoveries) 5,259 4,427 18.8% 4.1%

Cost of sales (879) (709) 24.0% 5.4%

Gross Profit 4,380 3,718 17.8% 3.8%

Adjusted operating expenses before depreciation, amortisation and impairment (2,142) (1,857) 15.3% 3.2%

Adjusted EBITDA 2,238 1,861 20.3% 4.6%

Depreciation, amortisation and impairment (607) (481) 26.2% 15.9%

Adjusted operating profit 1,631 1,380 18.2% 0.7%

Adjusted EBITDA Margin 45.3% 45.4%

Data & Analytics provides high value data, analytics, indices, workflow solutions and data management capabilities. The division is split into five

areas to address the different needs of our customers.

Total revenue excluding recoveries grew by 4.2% to £4,944 million, primarily driven by strong performances in Enterprise Data and Investment

Solutions and including a 0.4% contribution from acquisitions during the year. Excluding the impact of the Russia / Ukraine conflict, revenue growth

was 5.3%. Organic Annual Subscription Value growth (“ASV”) at December 2022 was 6.2% excluding Russia / Ukraine, reflecting continuous

improvement throughout the year as we work more closely with our customers to improve retention and develop relevant new services.

Financial review continued

45 London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

Trading & Banking Solutions revenue increased by 0.2% to £1,612 million, returning to growth in the second half despite the negative impact of the

lost Russia/Ukraine revenue. Excluding this, full-year revenue growth was 2.3%. This performance was primarily driven by a significant improvement

in product retention, particularly within the Trading business. During the year we acquired TORA, enhancing our ability to meet customer need for

multi-asset class order and execution management capabilities, which added 0.8% to growth.

Enterprise Data Solutions revenue grew by 6.1% to £1,307 million reflecting the continued investment and expansion of our content and capabilities,

and strong customer demand for data, underpinned by the continuing trend towards data-driven analytics to support and monitor investment

decisions. The acquisition of MayStreet, which deepens our ability to help customers with their low-latency (higher speed) real-time data needs,

further added to growth.

Investment Solutions revenue increased by 6.2% to £1,325 million, driven by strong subscription revenue growth, with Benchmark Rates, Indices &

Analytics up 9.4%. Our multi-asset class capabilities are becoming an important differentiator with customers. We are also accelerating delivery of

new FTSE Russell products with 33% more product launches in 2022 compared to the prior year, reflecting strong demand for custom indices.

Our share of ETF asset inflow was strong, although offset by the underlying decline in many markets during the year.

Wealth Solutions contributed £275 million of revenue in 2022, with the Digital Solutions business the main driver of the 3.0% YoY growth.

These numbers exclude the non-core BETA business, which we sold during the year.

Customer & Third-Party Risk Solutions revenue grew by 9.5% to £425 million. YoY growth of 18% in the World-Check screening business was

partially offset by lower due diligence revenue. During the year we acquired GDC, which provides identity verification data, expanding our

capabilities in high growth digital identity and fraud solutions.

Cost of sales of £879 million reflects the cost of purchased content and royalties, including news, specialist data and exchange data, which are

required for the Data & Analytics products. Growth at 5.4% was slightly ahead of revenue growth.

Better sales and retention driving acceleration in ASV growth

Q4 2022

+4.9%

+5.4%

Q1 2021

+3.0%

Q1 2022

Q2 2022

Q3 2022

+4.6%

Q3 2021

Q4 2021

+4.0%

Q2 2021

+3.9%

+5.8%

+6.2%

Increase since

acquisition

+320bp

ASV growth rate

Annual Subscription Value (ASV) growth is a constant currency point-in-time year-on-year organic measure of subscription growth in our Data & Analytics business.

Impact of Ukraine/Russia conflict

Adjusted operating expenses before depreciation, amortisation and impairment increased to £2,142 million as careful management of staff costs

and ongoing delivery of synergies related to the Refinitiv acquisition kept YoY cost growth to 3.2%.

Adjusted EBITDA was up 4.6% to £2,238 million, and the Adjusted EBITDA margin decreased 10 basis points to 45.3%.

Non-Financial KPIs

2022 2021

Variance

Annual Subscription Value Growth (%)

4.8% 4.6%

Annual Subscription Value Growth excl U/R impact (%)

1,2

6.2%

Subscription revenue growth (%)

1,3

4.6%

Subscription revenue growth excl U/R impact (%)

1,2,3

5.7%

Index – ETF AUM ($bn) 1,009 1,138 (11.3%)

Index – ESG Passive AUM ($bn)

296 167 77.3%

1 Organic, constant currency variance.

2 Growth rates excluding the Russia/Ukraine war impact exclude income in the region and from sanctioned customers and related business from both periods.

3 12-month rolling constant currency variance excluding the impact of the deferred revenue accounting adjustment. Due to a change in methodology, prior year comparator is unavailable.

4 ESG Passive AUM is at 30 June 2022 and prior period comparator is at 30 June 2021. The metric is updated bi-annually.

Financial review continued

London Stock Exchange Group plc

Annual Report 2022

Financial review continued

Capital Markets

Continuing operations

2022

£m

2021

£m

Variance

Pro-Forma Constant

Currency Variance

(excluding deferred

revenue adjustment)

Equities 248 241 2.9% 3.2%

FX 258 204 26.5% 4.2%

Fixed Income, Derivatives & Other 953 726 31.3% 13.4%

Total Revenue 1,459 1,171 24.6% 9.8%

Cost of sales (34) (27) 25.9% 9.1%

Gross Profit 1,425 1,144 24.6% 9.8%

Adjusted operating expenses before depreciation, amortisation and impairment (665) (536) 24.1% 9.4%

Adjusted EBITDA 760 608 25.0% 10.2%

Depreciation, amortisation and impairment (103) (110) (6.4%) (15.3%)

Adjusted operating profit 657 498 31.9% 15.8%

Adjusted EBITDA Margin 52.1% 51.9%

Capital Markets provides businesses with access to capital through issuance, and offers secondary market trading for equities, fixed income,

interest rate derivatives, foreign exchange (FX) and other asset classes.

Total revenue grew by 9.8% to £1,459 million with the increase primarily driven by Fixed Income, Derivatives & Other.

Equities revenue, which encompasses both our Primary & Secondary Equity Markets, increased by 3.2% to £248 million. Primary Markets growth was

driven by annual listing fees alongside the revenue deferral benefit from 2021’s record admission performance. Secondary Markets was broadly in

line with the prior year as competitive pricing pressures adversely affected revenue yield, whilst overall volumes remained relatively flat.

FX revenue grew by 4.2% to £258 million driven by strong performance in Fxall, our dealer-to-client platform, alongside consistent outperformance

in FX Spot Matching volumes as a result of implementation of commercial incentives. FX Matching performance returned to growth in H2 after

a long period of decline.

Fixed Income, Derivatives & Other revenue increased by 13.4% to £953 million. Tradeweb, a global operator of electronic marketplaces for rates,

credit, equities and money markets, achieved another year of strong growth, driven by the ongoing electronification of markets, continued share

gains in most product lines and further progress in international markets. Market volatility contributed to higher average daily trading volumes

and record activity across a number of core products.

Cost of sales increased by 9.1% to £34 million reflecting the cost of sales within the Tradeweb business which relate to data feeds.

Adjusted operating expenses before depreciation, amortisation and impairment increased by 9.4% to £665 million, again driven by the strong

revenue growth at Tradeweb.

Adjusted EBITDA rose 10.2% to £760 million as a result of the strong topline growth at Tradeweb. The Adjusted EBITDA margin increased slightly

to 52.1%.

Non-Financial KPIs

2022 2021 Variance %

Equities

Primary Markets

New issues 74 174 (57.5%)

Total money raised (£bn) 10.7 34.8 (69.3%)

Secondary Markets – Equities

UK Value Traded (£bn) – Average Daily Value 4.6 4.5 2.2%

SETS Yield (bps) 0.66 0.73 (9.6%)

Average daily total volume ($bn) 452 443 2.0%

Fixed income, Derivatives and Other

Tradeweb Average Daily ($m)

Rates – Cash 342,798 345,008 (0.6%)

Rates – Derivatives 342,074 293,655 16.5%

Credit – Cash 10,090 9,297 8.5%

Credit – Derivatives 17,590 12,235 43.8%

47 London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

Post Trade

Continuing operations

2022

£m

2021

£m

Variance

Pro-Forma Constant

Currency Variance

OTC Derivatives 402 358 12.3% 10.0%

Securities & Reporting 234 246 (4.9%) (3.8%)

Non-Cash Collateral 100 95 5.3% 3.6%

Total Revenue 736 699 5.3% 4.2%

Net Treasury Income 255 207 23.2% 18.8%

Total Income 991 906 9.4% 7.5%

Cost of sales (150) (123) 22.0% 22.9%

Gross Profit 841 783 7.4% 5.1%

Adjusted operating expenses before depreciation, amortisation and impairment (324) (329) (1.5%) (0.6%)

Adjusted EBITDA 517 454 13.9% 9.0%

Depreciation, amortisation and impairment (112) (96) 16.7% 14.5%

Adjusted operating profit 405 358 13.1% 7.5%

Adjusted EBITDA Margin 52.2% 50.1%

Post Trade provides clearing, risk management, capital optimisation and regulatory reporting solutions. Total revenue grew by 4.2% to £736 million

and total income, including Net Treasury Income, was £991 million, up 7.5% year-on-year.

Post Trade’s clearing franchise, LCH, achieved record volumes in 2022 as Central Bank rate changes, political events and increasing inflation

led to heightened market volatility. OTC Derivatives revenue increased by 10.0% to £402 million, driven by a strong performance in SwapClear

client clearing.

Securities & Reporting revenue decreased by 3.8% to £234 million reflecting commercial policy adjustments in equities in response to increasing

pricing pressures, partially offset by growth in RepoClear.

Non-Cash Collateral revenue increased by 3.6% to £100 million as high volumes continued and includes the full year impact of 2021 pricing changes.

Net Treasury Income (NTI) increased by 18.8% to £255 million as sustained market volatility drove record collateral balances.

Cost of sales increased by 22.9% to £150 million. This was driven mainly by accounting for revenue share arrangements relating to SwapClear and

NTI, which both grew strongly during the year.

Adjusted operating expenses excluding depreciation, amortisation and impairment decreased by 0.6% to £324 million demonstrating good cost

control. As a result, Adjusted EBITDA was up 9.0% to £517 million and the Adjusted EBITDA margin improved by 210 basis points to 52.2%.

Non-Financial KPIs

2022 2021

Variance

OTC

SwapClear

IRS notional cleared ($trn) 1,091 921 18.5%

SwapClear members 124 123 0.8%

Client trades (‘000) 2,684 2,180 23.1%

Client average 10-year notional equivalent ($trn) 3.7 4.2 (11.9%)

ForexClear

Notional value cleared ($bn) 24,659 21,670 13.8%

ForexClear members 36 35 2.9%

CDSClear

Notional cleared (€bn) 3,358 2,283 47.1%

CDSClear members 25 25 0%

Securities & Reporting

EquityClear trades (m) 2,163 1,996 8.4%

Listed derivatives contracts (m) 262.6 285.8 (8.1%)

RepoClear – nominal value (€trn) 288.4 237.6 21.4%

Non-Cash Collateral

Average non-cash collateral (€bn) 168.5 165.5 1.8%

Cash Collateral

Average cash collateral (€bn) 140.8 107.2 31.3%

Financial review continued

London Stock Exchange Group plc

Annual Report 2022

Cash Flow

2022

£m

2021

£m

Operating Cash Flow 3,282 3,090

Net interest & royalties paid (231) (208)

Other dividends, net (70) (73)

Net taxes paid (351) (390)

Capex (966) (632)

Equity Free Cash Flow 1,664 1,787

Lease payments (150) (118)

Disposal proceeds 1,056 3,592

Acquisitions (768) 762

Investments (227) (28)

Dividends to LSEG shareholders (567) (426)

Borrowings 0 6,944

Repayments (209) (11,614)

Share buybacks (383) (55)

Other (56) 96

Net Cash Flow 360 940

The Group’s business continued to be strongly cash generative during the year, with operating cash flow of £3,282 million (2021: £3,090 million).

Cash outflows for purchases of property, plant and equipment and intangibles amounted to £966 million (2021: £632 million), which includes our

business-as-usual investment programmes as well as investments related to the Refinitiv integration. Equity free cash flow was £1,664 million

(2021: £1,787 million). During the year the Group received disposal proceeds of £1,056 million, principally in relation to the sale of the BETA business,

and deployed £768 million on acquisitions, net of £18 million cash acquired. Dividends paid during the year were £567 million, reflecting the

continued strong growth in dividends per share. £383 million was spent on share buybacks, of which £300 million related to the LSEG share

buyback programme announced in August 2022, with the balance relating to Tradeweb’s buyback programme and fees. Cash generation, after

organic and inorganic investments and other normal course payment obligations, was positive, contributing to cash and cash equivalents growing

from £2,665 million as at 31 December 2021 to £3,209 million as at 31 December 2022.

Balance Sheet/Leverage/Ratings

Net Debt

Year ended 31 December

2022

£m

2021

£m

Gross borrowings 8,151 7,654

Cash and cash equivalents (3,209) (2,665)

Net derivative financial liabilities 48 25

Lease liabilities 672 715

Net debt 5,662 5,729

Less lease liabilities (672) (715)

Regulatory and operational amounts 1,236 1,294

Operating net debt 6,226 6,308

At 31 December 2022, the Group had operating net debt of £6,226 million after setting aside £1,236 million for regulatory and operational amounts.

Leverage

fell to 1.8x at 31 December 2022 (2021: 1.9x). The Group is within its targeted leverage range of 1.0-2.0 times adjusted EBITDA before

foreign exchange gains or losses.

Effective January 2021, the Group increased its committed revolving credit facilities to £2.5 billion. In 2022, the Group had access to a £1,425 million

facility maturing in December 2024 and a £1,075 million facility maturing in December 2026. The second one-year extension option was exercised

on the £1,075 million facility in December 2022, extending its maturity to December 2027.

With respect to the Group’s long-term debt finance, no bonds were issued or repaid in 2022. The €150 million Euro term loan was repaid in full,

and a partial repayment was made to the US Dollar term loan, reducing the outstanding balance to $1,560 million (2021: $1,660m million).

LSEG is rated A with a positive outlook by Standard & Poor’s and A3 with a stable outlook by Moody’s. The Standard & Poor’s outlook was upgraded

from stable to positive in November 2022. Standard & Poor’s maintained its long-term rating of LCH Limited and LCH SA at AA- with a stable outlook

through the period.

Financial review continued

1 Leverage is calculated as operating net debt (i.e. net debt before lease liabilities and after excluding amounts set aside for regulatory and operational purposes) to adjusted EBITDA before foreign

exchange gains or losses.

49 London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

Foreign Exchange

As a result of the acquisition of Refinitiv, the majority of LSEG revenues and expenses are in US dollars followed by Sterling, Euro and other

currencies. The longer-term targets associated with the acquisition of Refinitiv have been given on a constant currency basis.

USD GBP EUR Other

2022 Total Income¹ 57% 18% 17% 8%

2022 Underlying Expenses² 50% 26% 11% 13%

2022 Total Income by division USD GBP EUR Other

Data & Analytics 65% 12% 12% 11%

Capital Markets 59% 21% 19% 1%

Post Trade 20% 44% 34% 2%

Other 44% 23% 27% 6%

1 Total income includes recoveries.

2 Underlying expenses includes cost of sales, underlying operating expenses and underlying depreciation and amortisation.

Spot/Average Rates

Average rate 12 months

ended 31-Dec-22

Closing rate

at 31-Dec-22

Average rate 12 months

ended 31-Dec-21

Closing rate

at 31-Dec-21

GBP : USD 1.237 1.203 1.376 1.350

GBP : EUR 1.173 1.127 1.163 1.192

Appendix:

Pro-Forma

P&L

Continuing operations

2022

£m

2021

£m

Variance

Data & Analytics 4,944 4,398 12.4%

Capital Markets 1,459 1,249 16.8%

Post Trade 991 906 9.4%

Other 34 34

Total Income (excl. recoveries) 7,428 6,587 12.8%

Recoveries 315 354 (11.0%)

Total Income (incl. recoveries) 7,743 6,941 11.6%

Cost of sales (1,064) (920) 15.7%

Gross profit 6,679 6,021 10.9%

Adjusted operating expenses before depreciation, amortisation and impairment (3,140) (2,905) 8.1%

Income from equity investments 12 22 (45.5%)

Share of loss after tax of associates (1) (4) (75.0%)

Adjusted EBITDA 3,550 3,134 13.3%

Adjusted EBITDA Margin 47.8% 47.6%

Adjusted depreciation, amortisation and impairment (822) (737) 11.5%

Adjusted operating profit 2,728 2,397 13.8%

Adjusted net finance expense (160) (206) (22.3%)

Adjusted profit before tax 2,568 2,191 17.2%

Adjusted tax (540) (451) 19.7%

Adjusted profit for the year 2,028 1,740 16.6%

Adjusted profit attributable to:

Equity holders 1,770 1,512 17.1%

Non-controlling interest 258 228 13.2%

Continuing adjusted basic earnings per share (p) 317.8 271.5 17.1%

1 Pro-forma 2021 assumes that the acquisition of Refinitiv took place on 1 January 2021.

Financial review continued

LSEG is dedicated to enabling

sustainable economic growth.

Given our central role in capital

markets, our global footprint

and presence throughout the

trade lifecycle, we are uniquely

positioned to play a leading

role in this respect.

A more detailed account of our

sustainability progress during

the year can be found in our

Annual Sustainability Report.

David Schwimmer

Chief Executive Officer

Through our sustainability

strategy we’re contributing to

the global effort to decarbonise,

innovate and grow the green

economy, while ensuring that

everyone can share in the

benefits of sustainable

economic growth.

Enabling sustainable

growth

See our separate online Sustainability

Report at the following address:

www.lseg.com/en/sustainability-

strategy/disclosures-and-reports

London Stock Exchange Group plc

Annual Report 2022

51 London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

Our sustainability framework

Anchored in our purpose of

driving financial stability,

empowering economies and

enabling customers to create

sustainable growth, our

Sustainability Strategy focuses on

three strategic priorities where

we can have the greatest impact:

accelerating the transition to net

zero, growing the green economy

and creating inclusive economy

opportunity. We deliver on our

strategy through our products and

services, our market engagement,

and our own operations.

Materiality

We carried out an assessment

in 2021 to ensure that our

Sustainability Strategy focuses on

topics which are most important

to our business and its long-term

performance. The materiality

assessment included a broad

review of relevant regulations,

disclosure frameworks and

other information. It involved

interviews with stakeholders

such as employees, customers,

shareholders, suppliers, policy-

influencers and media. The

relative prioritisation of topics

was then evaluated, accounting

for internal and external

stakeholder perceptions, and then

validated by LSEG. The resulting

material topics for LSEG are listed

here in order of importance:

Material sustainability topics

1 Sustainable finance

and investment

2 Climate risk management

3 Talent attraction and retention

4 Information security

and data privacy

5 Diversity and inclusion

6 Corporate governance

7 Environmental management

and GHG emissions

(operational)

8 Human rights

9 Employee health,

safety and wellbeing

10 Business ethics

11 Community engagement

Alignment with global goals

Our Sustainability Strategy was

informed by the UN Sustainable

Development Goals. Our

approach supports the SDGs

that are most relevant to our

business, and our delivery plans

align with specific focus areas of

the seven listed here.

SUSTAINABILITY STRATEGY

Strategic priorities

Accelerating the

just transition

to net zero.

Enabling the

growth of the

green economy.

Creating inclusive

economic

opportunity.

Supporting customers to create sustainable growth.

Market engagement and policy advocacy.

Embedding sustainability into our operations.

Enabling activity

Enabling sustainable growth continued

UN Sustainable Development Goals

SDG 4 Quality Education

Ensure inclusive and equitable quality education and promote

lifelong learning opportunities for all.

SDG 5 Gender Equality

Achieve gender equality and empower all women and girls.

SDG 8 Decent Work & Economic Growth

Promote sustained, inclusive and sustainable economic growth,

full and productive employment and decent.

SDG 10 Reduced Inequalities

Reduce inequality within and among countries.

SDG 13 Climate Action

Take urgent action to combat climate change and its impacts.

SDG 16 Peace Justice and Strong Institutions

Promote peaceful and inclusive societies, providing access to

justice for all and building effective, accountable and inclusive

institutions at all levels.

SDG 17 Partnership for the goals

Strengthen the means of implementation and revitalise the global

partnership for sustainable development.

London Stock Exchange Group plc

Annual Report 2022

We use our unique market

position, capabilities, products and

services to accelerate the

transition to net zero.

Key objectives

— Enable more capital to

be allocated to transition-

related activity.

— Promote the role of data and

disclosure to enable transition.

— Reduce the Group’s Scope 1 &

Scope 2 carbon emissions by

50% by 2030, with an ambition

to be net zero by 2040.

See our separate Sustainability

Report at the following address:

www.lseg.com/en/sustainability-

strategy/disclosures-and-reports

See our separate Climate

Report at the following address:

www.lseg.com/en/sustainability-

strategy/disclosures-and-reports

2022 highlights

— We published our first

Climate Transition Plan in

March which received 98.6%

shareholder support at our

Annual General Meeting.

— We achieved a 62% reduction

in our Scope 1, 2 (market-based)

and 3 (business travel,

fuel-and-energy-related

activities, employee commuting)

emissions since our 2019

base year.

— We launched the Voluntary

Carbon Market (VCM)

designation and welcomed

Foresight Sustainable Forestry

as the first listed issuer to be

admitted onto the market.

Reduction in business travel

Scope 1, 2 and 3 emissions

(full definition above)

-62%

At the centre of capital markets,

we are playing a pivotal role

in enabling the flow of capital

towards projects that help

deliver solutions to the

world’s environmental and

social challenges.

Key objectives

— Provide market infrastructure

to support the growth of

green finance.

— Support green growth with

research, data and analytics.

— Engage with the market and

policymakers to scale green

economic activity.

2022 highlights

— £10 billion was raised on the

London Stock Exchange Green

Bond segment and £12 billion

was raised on the Sustainable

Bond segment.

— We published the 2022 cohort

of 108 companies and funds

receiving the London Stock

Exchange Green Economy

Mark, provided to those that

contribute to environmental

objectives through their

products and services; their

combined market cap was

£156 billion.

Green Bond capital raised

£10bn

Sustainable Bond capital raised

£12bn

SUSTAINABILITY STRATEGY IN ACTION

Accelerating the transition to net zero Enabling the growth of the green economy

Enabling sustainable growth continued

STRATEGIC REPORT

Aligned with our purpose to

empower economies as a whole,

we also strive to empower

individuals and communities

by championing inclusion and

economic opportunity.

Key objectives

— Embed an inclusive culture

at LSEG.

— Promote inclusion in the market

and society more widely.

— Support economic

empowerment in

the community.

See our separate Pay Equity

Report at the following address:

www.lseg.com/en/sustainability-

strategy/disclosures-and-reports

2022 highlights

— We achieved our gender

diversity goal of 40% female

representation within our senior

leadership community.

— We published our first Pay

Equity Report that considers

gender (globally) and ethnicity

(for US and UK). More detail

can be found on our Pay

Equity Report.

— Economic empowerment in

the community was mobilised

through the LSEG Foundation,

which forged four new strategic

charity partnerships in 2022

with Room to Read, Girls

Who Code, Skills Builder

and Women’s World Banking.

For further information on the

LSEG Foundation, please see

our Sustainability Report.

Target achieved for women in

senior leadership roles

40%

A RESPONSIBLE BUSINESS

Creating inclusive economic opportunity

Enabling sustainable growth continued

In addition to pursuing our three

strategic sustainability priorities

we are committed to operating

our business in a responsible way.

Our sustainability approach is

therefore underpinned by the

following policies and standards:

Business ethics

We are committed to the highest

standards of integrity. The

standards and behaviours

expected of all LSEG employees,

regardless of geography or

discipline, are set out in the

LSEG Code of Conduct.

Cyber security and

data protection

The Information Security Policy

sets out the overarching

enterprise-wide information

security guidance through which

information security risks are

identified and managed. It is

aligned to global industry

standards, including those

defined by the National Institute

of Standards and Technology

and the Financial Services

Sector Coordination Council

(NIST FSSCC).

The LSEG Privacy and Data

Protection Policy applies to all

personal data that is collected,

maintained, and used in any

format by any division, business

unit or affiliate of LSEG.

Financial crime,

bribery and corruption

Our Financial Crime policy

sets out requirements to

minimise financial crime, which

encompasses, but may not be

limited to, money laundering,

terrorist financing, breach of

international trade sanctions,

bribery and corruption, fraud and

false accounting, insider trading,

market abuse, theft or misuse of

confidential information or other

malpractice. LSEG has a

dedicated policy on anti-bribery

and corruption which applies

globally and is aligned with the UK

Bribery Act and the US Foreign

Corrupt Practices Act. Anti-Bribery

and Corruption policy is owned

and maintained by the Financial

Crime team and is updated

annually. There were no breaches

reported in 2022.

Human rights

Our Human Rights statement

sets out the requirements on

human rights and is aligned

with international human rights

standards and principles.

We monitor all current and

emerging human rights-related

regulation and as a UK-

headquartered business are

committed to adhere to the

UK Modern Slavery Act 2015.

Sustainability Policy

Our Sustainability Policy sets out

the requirements for us to ensure

we identify, manage and improve

our sustainability performance.

The Policy is approved by the

LSEG Board and is supported by

several issue specific standards

including community investment,

human rights, environmental

management, diversity

and inclusion.

Whistleblowing

We are committed to providing

an open environment where our

colleagues, contractors and other

third parties feel comfortable

raising concerns about adherence

to our Code of Conduct, relevant

laws and regulations or if they

consider something unethical or

potentially harmful. Employees

can raise concerns independently

through our Speak Up confidential

24-hour hotline or online to

lseg.ethicspoint.com. The Group’s

whistleblowing policy provides

a method of addressing

concerns while at the same

time offering whistleblowers

statutory protection.

See more in our Sustainability Report

online at the following address:

www.lseg.com/en/sustainability-

strategy/disclosures-and-reports

London Stock Exchange Group plc

Annual Report 2022

SUSTAINABILITY GOVERNANCE

We have established a robust sustainability governance framework both at the Board and

Executive level. This is summarised here, and further detail can be found in the Governance

section of this report and the separate Sustainability Report.

Group Responsibility Chair

Number of times

sustainability

covered 2022

LSEG Board Oversight of LSEG’s overarching sustainability ambition,

strategy and performance.

Group Chair 3

Board Risk

Committee

Oversight of LSEG’s approach to identifying and managing

sustainability and climate-related risks.

Non-Executive Director,

Professor Kathleen DeRose

Board Audit

Committee

Oversight of LSEG’s approach to regulatory requirements

related to sustainability disclosures.

Non-Executive Director,

Dominic Blakemore

Board Remuneration

Committee

Oversight of LSEG’s approach to linking executive compensation

to sustainability.

Senior Independent

Director and Chair of the

Remuneration Committee,

Cressida Hogg CBE

Executive Committee Setting the Group’s sustainability ambition and strategy and

monitoring progress.

Group Chief Executive 2

Sustainability

Committee

The Sustainability Committee reports to the Executive Committee

on progress and meets quarterly as a minimum.

Six members of the Sustainability Committee are also members

of the LSEG Executive Committee.

The Sustainability Committee is responsible for:

— Providing direction on the Group’s sustainability ambition

and strategy.

— Approving sustainability KPIs and targets and monitoring

progress against strategy.

— Overseeing and approving sustainability reporting.

Chief Corporate Affairs and

Marketing Officer

Sustainability

Working Group

Group comprises senior sustainability experts from across

LSEG and is responsible for shaping and delivering

the Group Sustainability Strategy and supporting the

Sustainability Committee.

Group Head of Sustainability 12

During 2022, the Board approved the Climate Transition Plan which was subsequently approved by shareholders at the AGM in April.

The Board and the Audit Committee review our disclosures in the Annual Report and Accounts and other elements of the year-end reporting

suite of documents, to make sure that they are fair, balance and understandable and provide the information necessary for our shareholders

to assess the company’s performance.

Enabling sustainable growth continued

London Stock Exchange Group plc

Annual Report 2022

For more information see the

Governance section of this

report on pages 86 to 147.

55 London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

Enabling sustainable growth continued

Linking executive remuneration

to sustainability

Our executives are incentivised

to drive progress towards our

sustainability ambition through

the achievement of our Group

Strategic Objectives (GSOs),

which relate to 40% of the annual

bonus pool. Our Remuneration

Committee assesses performance

against the GSOs. One of

our GSOs is dedicated to

sustainability, while sustainability is

also relevant to other GSOs such

as those focused on Culture,

Resilience and Customer.

Further detail of the GSO performance

assessment can be found in our

Directors’ Remuneration Report on

pages 113 to 141.

Climate

We published our first Climate

Transition Plan in March 2022

setting out how we will achieve

our targets which are approved

by SBTi (Science Based Targets

initiative) against a 1.5°C

trajectory to:

— Halve our Scope 1, Scope 2 and

selected Scope 3 emissions

(fuel and energy-related

activities, business travel and

employee commuting) against

a 2019 baseline by 2030.

— 67% of our suppliers (by Scope

3 purchased goods and

services emissions) to set

science-based targets by 2026.

— Our long-term ambition is to

achieve net zero by 2040.

We include Group emissions

as one of our key non-financial

performance indicators. For more

information, see page 14.

Target reduction of our Scope

1, 2 and 3 emissions (fuel and

energy-related activities, business

travel and employee commuting)

by 2030

-50%

Target of our suppliers (by Scope

3 purchased goods and services

emissions) to set science-based

targets by 2026

67%

TCFD Compliance Statement

In recognition that climate change

is a critical global issue which has

significant implications for our

stakeholders including our

investors, customers, employees,

suppliers and partners, we

produced our first stand alone

Climate Report, which integrates

our Climate-related Disclosures

and our Climate Transition plan.

The report covers our climate

ambitions, governance, scenario

analysis, risk management

and climate-related metrics.

We adopted this approach due

to the detailed and technical

nature of the content and believe

that this is the most useful and

transparent way to present our

climate-related disclosures.

In accordance with the Listing

Rule 9.8.6R, we disclose against

the recommendations of the Task

Force on Climate-related Financial

Disclosures (TCFD) which helps us

improve our understanding of the

financial implications of climate-

related risks and opportunities

for our business for the year

ended 31 December 2022.

This information is disclosed

in our Climate Report which also

presents an update on our

Climate Transition Plan.

See a TCFD summary table

at the following address:

www.lseg.com/en/sustainability-

strategy/disclosures-and-reports

See our separate online Climate

Report at the following address:

https://www.lseg.com/en/sustainability-

strategy/disclosures-and-reports

Ambition for LSEG to reach net zero

2040

We published our first Climate Transition Plan in

March 2022 setting out how we will achieve our

targets which are approved by SBTi against a

1.5°C trajectory.

London Stock Exchange Group plc

Annual Report 2022

Enabling sustainable growth continued

The table below sets out the 11 TCFD recommendations and summarises where additional information can be found in our Climate Report.

TCFD recommendation LSEG approach Reference

Governance The board’s oversight of climate-related risks

and opportunities.

LSEG Board has ultimate oversight of the

sustainability agenda and strategy.

LSEG 2022

Climate Report

Page 32

Management’s role in assessing and managing

climate-related risks and opportunities.

Sustainability Committee is chaired by Chief

Corporate Affairs & Marketing Officer. The Chief

Risk Officer and Chief Operating Officer are

members of the Sustainability Committee.

Strategy Identification of climate-related risks

and opportunities.

Led by Group Sustainability, engagement

occurs across our business units to identify

and manage future climate-related risks and

opportunities that have a material impact on

and our business model.

LSEG 2022

Climate Report

Page 11 onwards

Impact of climate-related risks and

opportunities on the organisation’s businesses,

strategy, and financial planning.

LSEG’s business purpose and commitment

to sustainable growth reflects approach and

consideration of climate-related risks and

opportunities in our products and services

and business operations.

Resilience of strategy under varying

climate-related scenarios.

Group Sustainability leads and co-ordinates

projects to understand climate-related risks

and opportunities against impact pathways to

show operations and business exposure amid

external changes in climate and subsequent

impacts on the business in terms of costs

and revenue.

Risk management Processes for identifying and assessing

climate-related risks.

Our Enterprise Risk Management Framework

includes and embeds sustainability risks which

are raised and owned by the business.

LSEG 2022

Climate Report

Page 24 onwards

Processes for managing climate-related risks. Risks are managed day-to-day by business

owners with support from Group Risk as

second line of defence.

Integration of climate-related risks into overall

risk management.

Climate-related risks are embedded within the

Enterprise Risk Management Framework.

Metrics and targets Metrics to assess climate-related risks

and opportunities.

Accurate data collection in place to support

interim targets.

LSEG 2022

Climate Report

Page 28 onwards

Disclosure of scope 1, scope 2, and scope 3

greenhouse gas (GHG) emissions and the

related risks.

Combined data inventory reflecting legacy

business emissions for 2019, 2020, 2021 and

2022 has been verified and published.

Targets used to manage climate-related

risks and opportunities and performance

against targets.

Near-term science-based targets approved

with 2026 and 2030 target dates with a

ambition to achieve net zero by 2040.

For more information, please refer to our

Climate Report which can be found on our

website: www.lseg.com/en/sustainability-

strategy/disclosures-and-reports

57 London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

Enabling sustainable growth continued

Overall performance 2022 2021 2020 2019 % Change

Total Group Carbon Footprint (tCO

1,5

718,706 571,885 640,693 657,008 +9%

per headcount (HC)

30 24 27 27 +9%

per £m Total Income

93 80 90 96 -4%

Scope 1

2,5

1,450 1,000 1,960 2,163 -33%

Scope 2 Market based

3,5,6,8

4,167 3,138 6,492 10,189 -59%

Scope 2 Location based

3,8

69,833 106,566 111,644 143,206 -51%

Scope 3

4,5

713,089 567,747 634,175 646,569 +10%

Notes

1 Group total and intensity metrics Scope 1, Scope 2 market-based, and all relevant and calculated Scope 3 categories. The full breakdown of Scope 3 categories is available in our Sustainability

Report. Within these totals we report both market-based Scope 2 and Scope 3 fuel-and-energy-related-activities (FERA) emission factors. Group carbon footprint includes tenant consumption and

excludes client-based workers.

2 Scope 1 emissions: combustion of fuel and operation of facilities – includes natural gas, diesel, LPG, fugitive emissions and fleet vehicles.

3 Scope 2 emissions: purchase of electricity and heat by the Group for its own use. Market-based emissions use supplier-based emission factors and energy attribute certificates for where

100% renewable supplier tariffs are not in place.

4 Scope 3 includes emissions from purchased goods and services, fuel and energy-related emissions, air travel, rail travel, taxis, car hire, hotels and ground transfers, waste, water, employee

commuting (including home working) and upstream leased assets.

5 DEFRA UK Government GHG Conversion Factors are used for all fuels, business travel, water, waste, upstream leased assets. US EPA factors are used for United States electricity and employee

commute emissions. IEA country specific emissions factors are used to calculate emissions for all other electricity use. Defra IO factors have been adjusted to reflect reporting year consumer

index pricing to estimate emissions related to purchased goods and services. LSEG do not yet use Defra 2022 EEIO factors published in November 2022, as their use will require recalculation

of base year emissions. US and UK National Travel Surveys have been used to inform our estimations for employee commuting. Emissions related to working from home have been based on

EcoAct’s ‘Homeworking emissions whitepaper’ (2020).

6 Energy attribute certificates have been purchased to claim renewable electricity consumption for all sites where 100% renewable supplier tariffs are not in place. These certificates comply

with the requirements of RE100 and have been sourced from an internationally recognised trader who is an IETA member and gold partner of CDP. Some of these certificates are associated

with electricity generation from sustainable biomass. The combustion of biomass for electricity generation does result in emissions and these are reported within Scope 2 Market-based values

(for example, this is the reason for the increase in Scope 2 Market-based emissions in the UK in 2022). The biogenic CO

emissions from these sources are reported in our Sustainability Report.

7 % Change is calculated between 2022 and 2019, the Group’s target baseline year.

8. The Market-based method is based on the GHG emissions emitted by the generator from which the reporter contractually purchases electricity bundled with contractual instruments, or

contractual instruments purchased on their own. Location-based method is based on average energy generation emission factors for defined geographic locations, including local, subnational

or national boundaries. (WRI and WBSCD, 2015. GHG Protocol Scope 2 Guidance).

Our emissions – methodology

& verification statement

We report all the emission

sources required under the

Companies Act 2006 (Strategic

Report and Directors’ Reports)

Regulations 2013. These sources

fall within our consolidated

statement and we do not have

responsibility for any emission

sources that are not included in

our consolidated statement.

Our emissions are calculated

according to an ‘operational

control’ boundary using the

GHG Protocol Corporate

Accounting and Reporting

Standard (revised edition) and the

UK Government Environmental

Reporting Guidelines: Including

streamlined energy and carbon

reporting guidance (March 2019).

LSEG’s Scope 1, 2 and 3

emissions disclosed here, and in

our Sustainability Report, have

been externally verified by

Cameron-Cole against the

requirements of the WRI/WBCSD,

GHG Protocol, GHG Protocol

Corporate Accounting and

Reporting Standard (revised

edition), GHG Protocol Scope 2

Guidance: An amendment to

the GHG Protocol Corporate

Standard and the GHG Protocol

Corporate Value Chain (Scope 3)

Standard. Conduct of the

verification met the requirements

of ISO 14064-3:2006(E).

London Stock Exchange Group plc

Annual Report 2022

(SECR) table 2022 2021 2020 2019 % Change

Total Energy Consumption (kWh)

164,955,639 262,134,466

276,810,614

371,895,033 -56%

UK Energy Consumption (kWh)

56,452,497 54,401,256 80,552,486 118,956,031 -53%

Scope 1 458 556 716 1,381 -67%

Scope 2 – Market Based

612 422 577 153 +300%

Scope 2 – Location Based

10,672 10,908 17,758 27,805 -62%

tCO

e/HC (Scope 1 & 2 location-based) 2.52 2.53 4.07 6.75 -63%

tCO

e/HC (Scope 1 & 2 market-based) 0.24 0.22

0.28

0.35

-32%

EMEA Energy Consumption (kWh)

5,646,972 12,353,859 14,077,652 42,882,337 -87%

Scope 1 7 4 5 34 -78%

Scope 2 – Market Based

71 586 755 1,082 -93%

Scope 2 – Location Based

2,061 4,928 4,709 9,043 -77%

Americas

Energy Consumption (kWh)

1, 3

73,162,491 155,778,235

130,961,747

158,530,000 -54%

Scope 1 547 187 450 393 -39%

Scope 2 – Market Based

3,188 1,786 2,431 6,550 -51%

Scope 2 – Location Based

40,476 77,060 63,969 80,463 -50%

APAC Energy Consumption (kWh)

29,674,070 39,189,207 49,521,785 48,161,602 -38%

Scope 1 438 253 788 356 +23%

Scope 2 – Market Based

297 343 2,729 2,405 -88%

Scope 2 – Location Based

16,627 13,670 25,208 25,895 -36%

Notes

1. Electricity, Natural Gas, Diesel, LPG, and Fleet Vehicle fuel have each been converted from their respective units to kWh in order to be presented as an aggregate fuel consumption value.

Defra GHG Conversion Factors 2021 (Fuel Properties) have been used as the basis for this conversion. Refrigerant consumption is not included in kWh totals.

2. % Change is calculated between 2022 and 2019, the Group’s target baseline year.

3. Corrections have been made for 2021 and 2020 Americas energy consumption, as these were incorrectly reported in 2021. The total energy consumption has also been corrected to reflect

this change.

4. The Market-based method is based on the GHG emissions emitted by the generator from which the reporter contractually purchases electricity bundled with contractual instruments,

or contractual instruments purchased on their own. Location-based method is based on average energy generation emission factors for defined geographic locations, including local,

subnational or national boundaries. (WRI and WBSCD, 2015. GHG Protocol Scope 2 Guidance).

Reduction in total energy consumption since 2019

-56%

LSEG calculates greenhouse gas emissions to

cover all material sources of emissions for

which the Group is responsible.

Streamlined Energy and

Carbon Reporting (SECR)

LSEG calculates all available

emissions sources required under

The Companies (Directors’ Report)

and Limited Liability Partnerships

(Energy and Carbon Report)

Regulations 2018, along with the

addition of fugitive and process

emissions and the extension of

the scope to global emissions,

rather than UK emissions only.

LSEG calculates greenhouse gas

emissions 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

control approach.

Enabling sustainable growth continued

59 London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

Enabling sustainable growth continued

Reporting

requirement

Page references

in this document

Relevant policy and statement

available on lseg.com

Business model — Our strategy

— Our purpose-led areas of focus

— How we create value

— Our business performance

Pages 26 to 39

Our stakeholders — Section 172(1) statement

— Stakeholder focus areas

Pages 60 to 73

Environment — Climate-related disclosures Pages 50 to 58 — Sustainability Policy

— Environmental statement

Our employees — Employees

— Diversity and Inclusion

Pages 60 to 63 — Code of Conduct

— Diversity & Inclusion statement

Governance — Section 172(1) statement

— Corporate governance

— Directors’ remuneration report

Pages 70 to 73

and 86 to 141

— Sustainability Policy

Respect for

human rights

— Human rights and Modern Slavery Page 53 — Human Rights Statement

— Modern Slavery Act statement 2022

Anti-bribery

and corruption

— Risk overview

— Mandatory learning for all employees

Pages 53 and 74 to 84 — Anti-Bribery and Corruption statement

Risk management — Principle Risks and uncertainties

— Enterprise Risk Management Framework (ERMF)

— Risk governance

Pages 74 to 84

See our separate online Sustainability

Report at the following address:

www.lseg.com/sustainability-strategy/

disclosures-and-reports

See our separate online Climate

Report at the following address:

www.lseg.com/sustainability-strategy/

disclosures-and-reports

Non-financial

information statement

This non-financial information

statement provides an overview

of topics and related reporting

references in our external

reporting as required by sections

414CA and 414CB of the

Companies Act 2006. We

integrate non-financial and

sustainability-related information

across the Strategic report

and wider reporting suite,

thereby promoting cohesive

reporting of non-financial and

sustainability matters.

Sustainability reporting

frameworks and guidance

We are actively monitoring

developments including in relation

to metrics. In 2022, our focus

included among others,

the Task Force on Climate-related

Financial Disclosures (TCFD), and

the Global Reporting Initiative

(GRI) standards metrics.

As signatories of the UN Principles

for Responsible Investment, we

are committed to an ongoing

process to align our strategy with

the 2015 Paris Agreement and

the UN Sustainable Development

Goals (SDGs). Our climate

ambition strives to make a

positive contribution.

Further information on non-

financial and sustainability

matters can be found within

our reporting suite.

Our people and culture are

integral to our purpose of

driving financial stability,

empowering economies, and

enabling sustainable growth.

We have made progress in

embedding an inclusive culture

at LSEG that values a range of

perspectives and embraces

diversity of every kind.

Goal achieved for women in senior leadership roles by 2022

40%

2022 employee engagement score

75%

London Stock Exchange Group plc

Annual Report 2022

Our culture:

building one LSEG

See our separate online Sustainability

Report at the following address:

www.lseg.com/en/sustainability-

strategy/disclosures-and-reports

Our full Pay Equity Report is available

here: www.lseg.com/en/sustainability-

strategy/disclosures-and-reports

61 London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

Our culture of connecting,

creating opportunity and

delivering excellence shapes

how we work and how we help

our people fulfil their potential.

In 2022, we introduced a wide

range of programmes to activate

our culture, including:

Developing strong, engaged

and inclusive leaders

Leadership development is at the

centre of how we are creating

diverse and inclusive teams.

Leaders are accountable for

making sure they attract, retain

and develop great people by

maximising their potential and

encouraging new ways of

thinking. There are several

programmes to reach those

at all stages of their Leadership

journey including:

— Emerge: for those who

are interested in becoming

a leader.

— Compass: for new People

Leaders who bring our

culture to life and build high

performing teams.

— Evolve: for existing leaders who

are developing to lead several

teams, often globally.

— Through our One Leadership

series we bring our senior

leaders together and in 2022

this community focused on

‘Leading with Ambition’.

Driving Diversity & Inclusion

We believe there is a strong

correlation between diversity

and inclusion and business

performance. Our intent is

to create a truly inclusive

organisation where:

— We invest in our people.

— Our leaders take accountability

for driving sustainable change.

— We are all accountable for

creating an inclusive culture.

— All our people can achieve

their potential.

This year we have made

good progress against our

four D&I ambitions.

1. Creating a culture that

fosters belonging

At LSEG, we strive to create an

environment where everyone

feels they are given a fair

opportunity, their voice is heard,

and where everyone is respected

for who they are. Our policies

and processes are constantly

reviewed to support the needs

of our people, including the

introduction of a new global policy

to support “Menopause at Work”.

To build awareness across our

sites globally, we ran spotlight

campaigns to celebrate a range of

events from International Women’s

Day to Black History Month to

Pride Month, as well as a number

of religious festivals. We have

eight thriving Inclusion Networks

which represent voices of

colleagues who are historically

underrepresented in the

corporate environment and in

senior leadership.

2. Building a globally diverse

leadership team

In 2021, we introduced the

following diversity goals at

senior leadership:

— 40% women in roles by the

end of 2022.

— 20% underrepresented ethnic

groups in roles by the end of

2023 and 25% by the end

of 2025.

As of December 2022, we have

met our gender goal of 40% at

senior leadership resulting in a 7%

increase since December 2021.

In 2022, we expanded our

diversity goals to Group Directors:

— 40% women in roles by the end

of 2027.

— 25% underrepresented ethnic

groups in roles by the end

of 2027.

While we are proud of the

progress we have made on

gender representation, we

acknowledge that there is more

we need to do to increase levels

of ethnic representation at Senior

Leadership and within our Group

Director population and this

remains a key area of focus for us.

Going forward, we are working

on providing more clarity around

our ethnicity disclosures and will

continue to evolve our diversity

goals to ensure they are

representative of our growing

employee and customer base

and are useful measures of

our progress.

In 2022, we have developed a

number of initiatives to make

our commitment clear. LSEG’s

Inclusive Leadership Programme

looks to strengthen our leaders’

capability to foster innovation

among diverse groups and our

Returner Programme prioritises

professionals returning to work

after a career break, with a special

focus on women.

Our culture: building one LSEG continued

Gender

2022 2021 (combined org)

Female % Male %

Disclosure

rate % Female % Male %

Disclosure

rate %

LSEG plc Board 6 46 7 54 100 6 46 7 54 100

LSEG Subsidiary Boards 83 25 243 75 100 90 28 234 72 100

Senior Leadership

42 40 64 60 100 34 33 69 67 100

People Leaders (Line Managers) 1,388 35 2,568 65 100 1,024 33 2,046 67 100

All employees 10,513 43 13,783 57 100 9,920 43 13,341 57 100

Ethnicity

2022 2021 (combined org)

White %

Under-

represented

ethnic groups %

Disclosure

rate % White %

Under-

represented

ethnic groups %

Disclosure

rate %

LSEG plc Board

11 85 2 15 100 – – – – –

Senior Leadership

77 85 14 15 90 76 84 14 16 90

People Leaders (Line Managers)

(US and UK only) 1167 74 401 26 85 952 78 273 22 86

All employees (US and UK only) 3,908 67 1,933 33 86 4,197 69 1,859 31 84

1 Senior Leadership refers to members of Executive Committee (ExCo) and Group Leaders. The LSEG Subsidiary Board members and the members of the ExCo and Leadership Teams together

comprise ‘Senior Managers’ for the purposes of section 414C(8)(c)(ii) of the Companies Act 2006.

2 Global ethnicity representation only includes colleagues based in countries where we collect ethnicity information. Representation percentages reflect the proportion of those who disclosed

ethnicity information, per the disclosure rate.

3 New disclosure from 2022 onward on ethnicity in Board representation aligning to the changes put forward by the Financial Conduct Authority (FCA) in 2022.

London Stock Exchange Group plc

Annual Report 2022

3. Creating equity in our

practices to maintain a

diverse pipeline of talent

Our Talent Identification

programme helps People Leaders

to better understand individuals’

strengths and career interests,

supporting their growth.

These individuals feed into our

Talent Accelerator programmes

that build our internal succession

pipeline while supporting our

inclusion commitments. The APAC

Accelerator programme focuses

on our APAC leadership pipeline

and ‘Illuminate’ focuses on

building Black and Latinx

representation across the UK

and US.

4. Shaping inclusion in

our industry

We recognise that LSEG has a

significant platform to help shape

inclusion across organisations

and industries.

This year, to provide a more

comprehensive study into our

pay equity position, we partnered

with Mercer to carry out analysis

across sub-sections of pay data:

gender (globally) and race and

ethnicity (for the US and UK).

We are also active participants in

a number of important industry-

wide initiatives, including the first

ever sector-wide Socio-Economic

Diversity Taskforce, the Women in

Finance Charter and the Change

the Race Ratio Programme.

Our progress has been

recognised through a number of

awards including Company of the

Year at the European Diversity

Awards and Large Brand of the

Year at the Bank of London

Rainbow Honours. LSEG was

rated Gold in the India Workplace

Equality Index and we are a

member of the Valuable 500.

To underline our commitment,

Diversity and Inclusion forms

part of our Group Strategic

Objectives which are directly

linked to overall pay and reward.

For more information, please refer

to our Remuneration Report on

pages 113 to 141.

Adopting a hybrid approach

to work

In 2022, we continued to evolve

the ways in which we work and

connect. We introduced a

framework to guide working

patterns, recognising that different

roles have different needs.

This approach includes three

workstyles: Office First, Blended

and Digital First. Our approach

balances the benefits of being

co-located with colleagues in our

offices and customer sites with the

flexibility of being able to work

from home.

During the year, we also

continued to invest in our office

spaces and digital tools. We

brought together more colleagues

under one roof by consolidating

offices in six cities, and renovated

nine offices to cater for more

collaborative workspaces.

Supporting our

colleagues’ wellbeing

At LSEG, our colleagues’

wellbeing is a priority. Ensuring

that they have the emotional,

physical, social, and financial

support to perform at their best

is a key part of our culture. Our

global Employee Assistance

Programme (EAP) is a 24/7

confidential support service that

provides qualified assistance to

colleagues and their dependants

on a wide range of topics.

We have also trained close to

180 Mental Health Awareness

Champions globally, who are key

to helping us improve mental

health literacy and support healthy

behaviours in the workplace.

Measuring our progress

During the year, we further refined

the way we measure our culture,

supported by clear governance

and standards to ensure data

privacy and protection. LSEG

Engage, our Group-wide survey,

helps us to confirm what is

working well and identify areas

where we need to improve.

Our culture: building one LSEG continued

Feedback from 2021 showed us

that colleagues were motivated

by LSEG’s future potential but that

there was more we could do

to simplify processes for our

colleagues. We have responded

in a number of ways, including

streamlining cross-divisional

communication and speeding

up our hiring processes.

Results from our 2022 survey

indicated that we are continuing

to make good progress on our

cultural transformation journey.

Highlights include:

— Engagement score up 2 points

from 2021 to 75 points;

participation remained high

at over 85%.

— Colleagues feel increasingly

positive about their career

development opportunities

and they feel a stronger sense

of belonging.

— People feel confident to speak

up and are encouraged to find

better ways to get things done.

Focus areas include:

— Continuing to simplify our

systems and processes for

colleagues.

— Providing more clarity around

decision-making.

Another key element of our

listening strategy is our ongoing

dialogue between employees and

the LSEG Board. In 2022, we had

4 sessions covering more than

50 colleagues globally. As well as

discussing our integration journey,

the sessions focused on how we

can create a more collaborative

culture and support our

colleagues through change.

Attracting the best talent

At LSEG, we aim to attract

and retain the very best

people by tailoring the

opportunities we provide and

partnering with colleagues to

build long-term careers.

LSEG’s scale and global presence

provides the opportunity for our

colleagues to broaden their skills

and experience. 38% of vacancies

were filled internally in 2022 and

we continue to look for ways to

drive internal mobility.

Externally, to strengthen and build

LSEG’s global talent reach, we

targeted priority marketplaces to

roll out our new employer brand.

In 2022, we launched campaigns

in Bucharest, Bengaluru, Bangkok

and Manila centring on the

exciting opportunities we can

deliver for our people.

Building resilient teams

LSEG continues to monitor

geopolitical events affecting

our colleagues globally, taking

interventions to support our

teams where necessary.

We responded to the Ukraine/

Russia conflict by focusing on

the safety and wellbeing of our

people, remaining vigilant to the

increased systemic risks and

working with our customers to

facilitate business continuity

efforts. Our teams in Romania and

Poland set up donation banks and

used their allocated two days of

volunteering to directly support

people displaced by the crisis

and, through LSEG Foundation

donations and matched colleague

fundraising, more than £250,000

was committed to the International

Rescue Committee’s (IRC)

humanitarian efforts in the region.

LSEG continues to review

economic challenges in the APAC

region, specifically in Sri Lanka

where we have run regular

wellbeing checks and made

exceptional compensation

adjustments where necessary.

Our teams in all of these

locations have shown remarkable

resilience and many, like Ukrainian

colleague Maria Kolos pictured

right, have valued being able

to continue working despite

the challenges.

Our culture: building one LSEG continued

London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

Photo credit: Alexey Ermakov

Board engagement

with stakeholders

The Board recognises the

importance of engaging with

the Group’s stakeholders

throughout the year.

Meaningful engagement and

two-way dialogue allows

the Board to understand the

interests, needs, and concerns

of the stakeholders relevant

to the Company’s success,

how they influence the

operation of the business

model, the delivery of strategy

and decision-making, and the

actions that the Board and

management need to take

in response.

The following pages set out how

the Board has engaged with, and

sought to understand the views of,

our key stakeholders:

Customers

Workforce

Regulators

This has been achieved through

a combination of direct Board

engagement and indirect

engagement, for example

via executive management.

Management has used the

outputs of its engagement with

stakeholders to inform business-

level decisions, with an overview

of developments and relevant

feedback reported to the Board

and/or a Board Committee.

In addition, the Board recognises

that the Company’s shareholders

are a key stakeholder, and the

views and interests of

shareholders influence the

decisions and actions taken

by the Board.

The Board seeks to engage

with shareholders throughout the

year with more detail provided

in the Corporate Governance

Report on page 95. Further

information on the activities of the

Board can be found on page 96.

London Stock Exchange Group plc

Annual Report 2022

Read more about the activities of the

Board in the Corporate Governance

Report beginning on page 86.

London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

Our diversified global business is built on

customer partnership, delivering value across

the trading ecosystem in Data & Analytics,

Capital Markets, and Post Trade. We remain

focused on the opportunities from bringing our

businesses together to benefit our customers

and drive sustainable long-term growth.

We believe that aligning our strategy, services

and products to the needs and interests of our

customers is central to supporting long-term

value creation.

Customers we serve

45,000+

How the Board has engaged

We monitor customer feedback

to help us understand our

customers’ views on the Group’s

products and services as well as

the ways that they would like us

to improve our offering. Customer

engagement meetings are held to

enable our senior management to

understand what matters to our

customers and to build strategic

relationships with them.

During 2022, the Group CEO

engaged with customers in a

number of ways, including: an

extensive outreach programme

to key customers; individual

meetings with particular emphasis

on technology transformation,

operational resilience and product

offerings; and attendance at the

FTSE Russell World Investment

Forum to meet asset owners and

asset managers in person.

Management also engages

regularly with our customers on

a day-to-day basis, in meetings,

at roundtable events and

conferences. In 2022,

management was pleased to

meet with customers in person

and regularly welcomed

customers to the office in

Paternoster Square for meetings

and also for market open and

market close ceremonies, which

were well attended. The Board is

regularly updated on customer

views and input.

Many of our shareholders are also

customers, so the Group regularly

receives informal customer

feedback through investor

outreach programmes.

Key matters for

stakeholder group

Key matters for customers

include product offering, product

innovation, a focus on digitisation/

transformation, managing and

reducing costs, system stability

and sustainability.

How this engagement

influenced Board discussions

and decision-making

Customer feedback is

communicated by the Group

CEO, CFO and other members

of the Executive team to

the Board when decisions

and actions are taken which

could impact on customers.

A key area of focus for our

customers is the development

of new products and services.

During the year, the Board

reviewed the new FX trading

capability in Singapore, as well as

new FTSE Russell partnerships

with SGX, Bursa Malaysia and

JPX in Japan. The Board also

monitored the embedding of

our FX trading functionality into

Tradeweb’s emerging market

bond trading interface so that

customers can, in a single

workflow, hedge their FX

exposure when they trade

those bonds.

Customers (and other

stakeholders) have also been

focused on technology and the

operational resilience of the

Group. The Board has supported

management in the year in

allocating capital and investing in

further improving our technology

and operational resilience. This

includes the strategic partnership

with Microsoft which will include

the development of next-

generation data, analytics and

cloud infrastructure solutions in

order to provide even better

services for our customers on a

cloud platform which will provide

greater efficiency and agility.

The Board approved the

acquisitions of TORA, MayStreet,

Global Data Consortium

and Acadia which further

strengthen our data and trading

propositions and meet evolving

customer needs.

To support our customers with

their climate transition journey,

the Group has facilitated the

raising of over £1.4 billion in

capital since inception of the

LSE Transition Bond segment and

£26.8 billion on the LSE Social

Bond segment. In October 2022,

we launched our Voluntary

Carbon Market designation to

facilitate financing at scale into

projects that mitigate climate

change. Further information can

be found in our Sustainability

Report on pages 10 and 11 –

www.lseg.com/en/sustainability-

strategy/disclosures-and-reports.

CUSTOMERS

Board engagement with stakeholders continued

London Stock Exchange Group plc

Annual Report 2022

How the Board has engaged

Engagement with our employees

includes formal and informal

meetings, an annual employee

engagement survey and

townhall meetings.

The Board seeks to engage with a

wide cross section of employees

to better understand their

perspectives on the business.

Board members engaged in

person with employees when

they undertook their annual visit

to an overseas office, which was

New York in 2022.

Board members also met with

colleagues virtually through a

series of conversations with

employee forums held in key

regional locations. These

meetings provided Board

members with an opportunity to

gain insight into the culture and

any concerns at different levels of

the business. Directors provided

feedback to the Board at the

next meeting and several of the

engagements were shared with

the workforce via intranet articles.

These engagements included:

— Dominic Blakemore and

Cressida Hogg meeting with

colleagues from the North

and Southeast Asia region

— Martin Brand and Kathleen

DeRose meeting with

colleagues from the

EMEA region

— Tsega Gebreyes and Don

Robert meeting with colleagues

in the South Asia region

— Erin Brown, Valerie Rahmani

and Douglas Steenland meeting

with colleagues from the

Americas region.

In 2022, townhall meetings were

held across the Group which were

attended in person and virtually.

Townhalls are held at the Group

and Divisional levels, and topics

are tailored to the different

audiences with interactive Q&A

sessions. A number of these

townhalls were led by the CEO,

CFO and other members of the

Executive Committee. Over 13,000

colleagues joined the global

townhall livestream for the

2021 full-year results.

The Group CEO met colleagues

in the US during visits to New

York, Fort Mill and Washington.

He also met colleagues in Saudi

Arabia, United Arab Emirates,

Japan, Philippines and Singapore

and held virtual meetings with

colleagues in other regions.

A series of leadership events

were held in 2022 to provide

information on the Group’s

strategy as well as focusing

on ‘Leading with Ambition’.

The annual ‘LSEG Engage’

employee survey provided

colleagues with an opportunity

to share their views on working

at LSEG.

More information on employee

engagement can be found

on pages 60 to 63 of the

Strategic report.

WORKFORCE

The Group’s workforce is approximately

24,000, across 65 countries and is fundamental

to the success of the Group. Integration of the

Refinitiv business is progressing well with

ongoing two-way dialogue and feedback

with employees at every level to ensure this

happens effectively and efficiently, and we

build a unified and distinctive culture.

Group workforce

24,000+

Board engagement with stakeholders continued

Key matters for

stakeholder group

The key themes arising from these

engagements are: integration

activity and removing barriers to

execution; communications,

including updates on business

performance and plans; culture,

including inclusion and sense

of belonging, hybrid working,

wellbeing, empowerment, and

career progression; gender

and ethnic diversity, including

increasing leadership presence

in the APAC region; remuneration

and reward; sustainability; and

Covid-related support.

Key themes from the Board

conversations in each region

were as follows.

— EMEA: integration activity and

removing barriers to execution;

the Board’s position on

sustainability matters; inclusive

culture and career progression;

empowerment and talent

acquisition; technology;

employee wellbeing and

support to colleagues in

countries experiencing crisis

or conflict; and products and

services for customers.

— Asia: culture, including inclusion

and sense of belonging; gender

and ethnic diversity, including

increasing leadership presence

in the APAC region; talent

acquisition, career progression

and the Group’s future leader

accelerator programme;

hybrid and flexible working;

and technology.

— The Americas: integration

activity and removing

barriers to execution; culture;

technology; talent acquisition;

gender and ethnic diversity;

innovating for customers;

career progression, including

the Illuminate programme

(a programme designed to

support the development

and progression of our Black

and Latinx colleagues); and

hybrid working.

How this engagement

influenced Board discussions

and decision-making

The Board was kept informed of

developments in Sri Lanka,

Ukraine and Russia throughout

the year, including the welfare of

our colleagues and actions taken

by management to support them.

This included inflationary pay rises

in Sri Lanka, advancing salaries

to those in Ukraine and ensuring

funding was available to pay

colleagues in Russia.

Feedback from the Board’s

engagement sessions in the

previous year (see 2021 annual

report) included concerns around

underrepresentation of leaders

based in Asia. Responding to this

and other feedback, LSEG has

created an Accelerator

Programme to support the

development of high potential

candidates in APAC, providing

them with the experiences and

exposure needed to progress

their careers. The first cohort

launched in February 2022 for

64 individuals and concludes

in March 2023. In 2022, we

also launched the Illuminate

programme, designed to support

the acceleration of Black and

Latinx talent and strengthen

inclusive leadership capability.

The first cohort launched in

September 2022 for 12 Black and

Latinx leaders and 12 ally leaders

and concludes in March 2023.

Board engagement with stakeholders continued

67 London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

London Stock Exchange Group plc

Annual Report 2022

Board engagement with stakeholders continued

Maintaining an open and cooperative

relationship with policymakers and regulators

on matters that affect our Group, industry,

customers, and people is critically important.

The Group has a significant number of

regulated entities around the world. These

entities are supervised at the legal entity level,

with our primary regulators predominantly

engaging with the boards of those entities.

Countries where we operate

190

How the Board has engaged

The Board considers policy,

regulation and supervisory

guidance that may affect the

Group’s businesses globally and

in the countries in which we

operate. These matters are also

discussed as part of the Chairs’

Forum (composed of the Chair

of the Group Board and the

chairs of the principal regulated

subsidiaries), the outputs of which

are provided by the Chair to the

Group Board at subsequent

Board meetings.

Key matters for

stakeholder group

Relevant key matters include:

market competitiveness, including

the attractiveness of the UK as

a global financial centre;

cross-border access to financial

services and data; sustainability

and ESG issues; data and

technology, including data privacy

and digital assets; and resilience

and financial stability, including

cloud and operational resilience.

How this engagement

influenced Board discussions

and decision-making

The Group Board takes into

consideration the priorities and

focus areas of policymakers and

regulators when discharging its

duties and responsibilities. This

includes Board discussions on

setting strategy and assessing

the delivery of key objectives.

The Group CEO updates the

Group Board on regulatory views

and priorities.

The Board takes into

consideration any regulatory

concerns when reviewing and

approving any acquisitions for

the Group. The acquisitions of

Quantile, Global Data Consortium

and TORA required regulatory

approval prior to completion.

POLICYMAKERS, REGULATORS AND SUPERVISORS

Suppliers

Our third-party suppliers are also

important stakeholders of the

Group. Given their significance,

management regularly reassesses

the tiering of our suppliers based

on factors including the degree of

criticality of the goods/services

being provided to LSEG, financial

spend, and risk. The Board

approves all supplier contracts

with a financial value of £50m or

more (over the lifetime of the

contract), and receives updates

on the management of, and

relationships with third-party

suppliers where appropriate.

The Risk Committee provides

oversight of the risk relating to

third-party suppliers to ensure

these arrangements are managed

within risk appetite and any issues

are appropriately remediated.

In addition to the procurement

and ongoing management of

suppliers, a number of the Group’s

subsidiaries are required to report

their supplier performance and

policies as part of the Small

Business, Enterprise and

Employment Act 2015. During

2022, further steps were taken to

accelerate the payment process

to our suppliers and we focused

on making sure purchase orders

are raised and receipted promptly

in compliance with the Group’s

procurement policy.

The Company continues to be a

signatory to the Prompt Payment

Code, a voluntary code of practice

for businesses, administered by

the Office of the Small Business

Commissioner (SBC) on behalf of

BEIS. It sets standards for payment

practices between organisations

of any size and their suppliers.

As a signatory, the Company has

agreed to:

— pay suppliers on time, within

agreed terms

— give clear guidance to suppliers

on terms, dispute resolution

and prompt notification of

late payment

— support good practice

throughout their supply chain

by encouraging adoption of

the Code.

Each year we publish a statement

setting out the Group’s approach

to managing its supply chain.

More information on the

Group’s approach can be found

at: www.lseg.com/en/policies/

modern-slavery-act-statement.

Board engagement with stakeholders continued

STRATEGIC REPORT

69 London Stock Exchange Group plc

Annual Report 2022

London Stock Exchange Group plc

Annual Report 2022

How the Board

has complied with

Section 172(1)

Section 172 of the Companies

Act 2006 (Section 172) requires

a Director of a company to act

in the way 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.

Section 172 requires a Director

to have regard, amongst other

matters, to the:

— Likely consequences of any

decisions in the long-term;

— Interests of the company’s

employees

— Need to foster the company’s

business relationships

with suppliers, customers

and others

— Impact of the company’s

operations on the community

and environment

— Desirability of the company

maintaining a reputation for

high standards of business

conduct and

— Need to act fairly as between

members of the company.

In discharging its Section 172

duties, the Board considered

these factors throughout the year.

The Board recognises the

importance of engaging with

stakeholders and understanding

their views, to help inform

strategy, Board discussions

and decision-making. In making

decisions during the year, the

Board has considered the views

and interests of its stakeholders,

as well as the need to promote

the long-term, sustainable success

of the Company. We acknowledge

that every decision we make

will not necessarily result in a

positive outcome for all of our

stakeholders. However, the

Directors recognise that having a

good understanding of the views

and interests of the Group’s

stakeholders is important in

delivering the Group’s strategy.

By having a process in place

for decision-making, the Board

ensures that relevant stakeholder

interests, including those of

employees, customers, regulators

and suppliers are considered by

the Board during its discussions

and when it takes decisions.

Decision-making

and Section 172

Information on how the Board

engaged with stakeholders

during the year, and how this

engagement influenced Board

discussions and decision-making

during 2022 are set out on the

previous pages. The following

principal decisions and activities

demonstrate how the Board has

assessed and addressed different

stakeholder interests and impacts

in making decisions that support

the implementation of the Group’s

purpose and strategy (as set out

on pages 30). We believe that

principal decisions are those

that are material, or of strategic

importance to the Group, and

those that are significant to

the Group’s key stakeholders.

Details on how our Board and

its Committees operate, their

responsibilities, and the matters

considered during the year are

contained in the Corporate

Governance Report and the

Committee Reports on pages

86 to 116.

Read more about the activities of the

Board in the Corporate Governance

Report beginning on page 86.

71 London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

Set out below are some examples of how the Directors have had regard to the matters set out in Section 172.

Key matter Decision Stakeholders considered

Strategic

partnership

with Microsoft

In December 2022, the Company announced a 10-year strategic partnership with Microsoft

Corporation for next-generation data and analytics and cloud infrastructure solutions. Further

information on the partnership can be found on pages 7 and 19. The Company and Microsoft

have agreed to co-invest in the product development roadmap for the data platform,

Workspace, and in analytics initiatives.

The partnership will help ensure that the Group remains competitive in its current markets and

ensure the Company is responsive to how customers use and consume cloud computing. It will

enable the Group and Microsoft to build intuitive next-generation productivity, data and analytics

and modelling solutions with Microsoft Azure, AI, and Microsoft Teams. For example, LSEG

Workspace, which is the Group’s next-generation data and analytics workflow solution, will

become interoperable with certain Microsoft applications, including Teams communication and

Microsoft 365, as well as having built-in compliance for the first time.

The partnership will also seek to improve the resilience of the Group’s technology estate and to

revolutionise the way capital markets discover, analyse and trade securities around the world.

The partnership will enable the Group to build and run scalable applications to achieve faster

speed to market and greater customer reach. Further information on customer feedback can be

found on page 65. A key component of our technology strategy is ensuring resilient, reliable and

uninterrupted access to financial markets for our customers.

At the same time, the partnership will allow LSEG to align costs more directly to revenue

streams and reduce operational complexity through the consolidation of multiple

legacy technologies.

Microsoft have also purchased a 4.2% stake in LSEG. This has several benefits to shareholders,

including the alignment of interests from a long-term, strategic partner.

The Board assessed the implications of the partnership on the pension schemes and agreed that

there was no material impact on any of them. It was also agreed that the partnership was also

unlikely to trigger any of the provisions in the covenant relating to support arrangements for the

defined benefit schemes.

For colleagues, the partnership presents an opportunity to attract and retain top product and

development talent by offering experience working on the latest technology. As a leading global

financial markets infrastructure and data provider, our employees have conveyed their enthusiasm

for the strategic partnership. The strategic partnership is expected to increase LSEG’s revenue

growth meaningfully over time as the key workstreams are delivered, which the Board agreed

would be in the best interests of shareholders, employees and suppliers.

The Board was advised by executive management of the regulatory engagement that took place

prior to agreeing to the partnership.

— Customers

— Employees

— Shareholders

— Pension schemes

— Regulators

How the Board has complied with Section 172(1) continued

London Stock Exchange Group plc

Annual Report 2022

How the Board has complied with Section 172(1) continued

Key matter Decision Stakeholders considered

Capital

allocation

Each year the Board makes an assessment of the strength of the Group’s balance sheet and

future prospects taking into account uncertainties in the external environment. During 2022,

the Group has delivered a strong financial performance with continued revenue growth across

our businesses against the backdrop of uncertainty in the macro environment. LSEG is well

positioned to continue to deliver its strategy, purpose and vision. The Group remains highly cash

generative which, together with its strong financial position, has enabled strategic investment

and product development. Such investment and development are beneficial for customers,

employees, shareholders and other stakeholders.

M&A

During the year, the Board approved the acquisitions of TORA, Global Data Consortium (GDC),

MayStreet and Acadia. These businesses are described on pages 18 and 25. These acquisitions

further strengthen the Group’s range of products and provide additional benefits to customers,

including increased value to customers’ electronic trading workflows, expanding the Group’s

order and execution management capabilities and providing more ways for customers to optimise

financial resources and trade more efficiently. These acquisitions provide the Group with

opportunities to offer new products and services to the Group’s existing customer base and

also to offer the Group’s existing products and services to new customers.

Dividend

The Board is proposing an increased final ordinary dividend of 75.3 pence per share, bringing

the total ordinary dividend for 2022 to 107.0 pence per share, an increase of 12.6% on 2021

(2021: total dividend of 95.0 pence). In making its decisions on capital allocation and dividends,

the Board considered a range of factors. These included: the long-term viability of the Group;

its expected cash flow and financing requirements; the ongoing need for investment in our

business and our workforce; and the expectations of our shareholders and investors.

Share buyback

In March 2022, the Group announced the divestment of the BETA, Maxit and Digital Investor

businesses. The Group also announced that a significant proportion of the net proceeds of the

divestment would be returned to shareholders via a share buyback scheme. In deciding to return

the funds to shareholders, the Board took into consideration the capital allocation framework,

the macro environment, the long-term viability of the Group, its expected cash flow and financing

requirements, and the ongoing need for strategic investment in the business and workforce.

It was determined that the buyback would not affect the Group’s leverage target of 1.0x–2.0x

net debt/adj EBITDA, which is deemed a key driver of the Group’s credit rating. The Board also

considered the impact to the three UK defined benefit pension schemes which the Group

supports. It also agreed that the buyback would have limited impact on the financial position of

the employers and guarantors which support the pension schemes and would not adversely

affect the strength of the covenant or overall funding of the schemes.

The impact for shareholders was considered in the decision to announce a buyback scheme.

Following the announcement in March, the Board noted the positive reception from shareholders.

This was prior to starting the buyback programme, which began in August 2022.

— Customers

— Employees

— Shareholders

— Credit ratings

agencies

— Pension schemes

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Annual Report 2022

STRATEGIC REPORT

Key matter Decision Stakeholders considered

Sustainability

During the year the Board considered and discussed updates on sustainability matters and the

Group’s position on sustainability. LSEG is committed to being an enabler of sustainable economic

growth. In 2022, following the completion of the Refinitiv acquisition, we reset our sustainability

ambition and strategy, to reflect the scale and urgency of global sustainability challenges,

our central role in financial markets and LSEG’s new scale and capabilities. As part of this,

the Board approved the sustainability strategy for the Group. In doing so, it also considered

and subsequently put to shareholders a resolution to approve the Climate Transition Plan.

Further information on the Climate Transition Plan can be found on page 55. The Board also

approved the TCFD report and annual sustainability report 2021.

Our sustainability strategy is anchored in LSEG’s purpose of driving financial stability, empowering

economies and enabling customers to create sustainable growth.

The Board noted shareholders’ expectations for the Company to have a robust approach to

sustainability, that customers require solutions to support their own sustainability ambitions, and

that our employees have sought to work for a company that values sustainability. Our sustainability

approach, including our public targets and activities, also affects the Group’s supply chain,

as well as the communities within which we operate.

The Board received regular updates on LSEG Foundation, the Group’s charitable incorporated

organisation which aims to help people access economic opportunities and build a secure future

with financial independence.

More details on our approach to sustainability, our sustainability product offering and the

LSEG Foundation can be found in the Sustainability section on page 50 and in the separate

Sustainability report.

— Communities

— Customers

— Employees

— Shareholders

— Suppliers

Change

of auditor

EY has been the Company’s auditor since 2014, and the Company is required to undertake

an audit tender every 10 years and to change external auditor after 20 years. The Audit

Committee, on behalf of the Board, carried out a tender process in 2022 for its external audit

services. Further information on the tender process can be found in the Audit Committee

Report on pages 105 to 110.

The Board agreed that it was important to run a thorough process, to follow good practice

and to treat all participating audit firms fairly and transparently, noting that all firms in the tender

process were existing suppliers of the Group. This included considering audit firms outside

of the “Big Four”. The Group’s major shareholders were asked to provide input into the process.

Guidance and insight was obtained from the Financial Reporting Council, as well as other

companies that had recently completed their own audit tenders.

Following the conclusion of a formal tender process for its statutory audit, the Board selected

Deloitte LLP as its new auditor for the financial period ending 31 December 2024. The Board

ensured that its decision would not restrict shareholders’ choice in relation to the appointment

of the statutory auditor, enabling shareholders to vote accordingly at the next AGM.

— Shareholders

— Suppliers

— Regulators

How the Board has complied with Section 172(1) continued

London Stock Exchange Group plc

Annual Report 2022

Principal risks

and uncertainties

Managing risk is fundamental

to the successful execution

of our strategy and to the

resilience of our operations.

Risk management – introduction

The effective management of risk

is critical to the execution of the

Group’s strategy. Accordingly,

the Group maintains a robust

Enterprise-wide Risk Management

Framework (ERMF), which sets

out the Group’s approach to risk

management and its appetite

for taking risks. Our regulated

entities, including clearing houses,

manage their risks in line with

both local regulation and internal

risk and investment policies.

For each principal risk, the Group

has Executive leads with the Chief

Risk Officer and Risk function

providing a second line of

oversight. The risk trend, shown

for each principal risk, is based

on the Group’s 2022 risk profile.

As well as our principal risks, we

continue to identify and monitor

emerging risks which are either

new to the Group or are difficult

to quantify due to their remote or

evolving nature. In most cases,

the mitigation for such emerging

risks is to establish appropriate

contingency plans and monitor

the development of the risk until

it can be quantified and removed

or included as a principal risk.

Risk culture

A strong risk culture requires

everyone to understand and

embrace their role in managing

risks and this is critical to the

effective embedding of the ERMF.

Risk culture is a key enabler of the

Three Lines of Defence (3LOD)

model, used to manage risk within

LSEG, and is promoted by the

ERMF in three ways:

— It sets expectations by

articulating risk appetite

and desired behaviours

through policies.

— It ensures risk is considered

in key business decisions

through frameworks and tools.

— It ensures risk is made

transparent and included in

accountability and performance

management.

Three Lines of Defence

The 3LOD model provides

appropriate segregation of

duties and clear roles and

responsibilities across LSEG

business divisions, corporate

functions, risk, compliance and

internal audit. It clearly defines

roles and responsibilities,

with accountability for risk

management sitting within the

First Line of Defence, which is

the relevant business unit.

Risk management approach

The ERMF manages risk

throughout the full risk lifecycle.

It is in place to support the ongoing

and systemic identification,

evaluation, management,

monitoring and reporting of the

significant risks faced and the

mitigating controls in place against

them. This process is supported by

robust risk governance, designed

to give a coherent view of risk

across the full Group.

In order to maintain a risk

management system that applies

effectively and consistently across

all areas of the business, we have

in place a risk taxonomy. This is

an inventory of all types of risk

that are identified as inherent

in business strategies and

objectives, including strategic,

non-financial and financial risks.

These risks are reflected in the

Group risk appetite statements

and are managed through

principles set out in the Group’s

policies. Risk assessments

determine whether risks are within

the appetite set by the Board

and are reported to senior

management and the Board.

Risk governance

Risk governance and oversight is

enabled through an effective

governance structure comprising

Board-level committees (Board,

Audit and Risk) and executive-

level committees to promote

active discussion and resolution

of risk issues.

The risk framework defines the

risk roles, responsibilities and

governance structure. The risk

governance structure ensures the

appropriate expertise and overall

input in order to adequately

oversee and challenge the risk

positions across the Group.

Read more about the activities of the

Board in the Corporate Governance

Report beginning on page 148.

LSEG’s new partnership

with Microsoft

In December, LSEG and Microsoft

announced a new long-term

strategic partnership to architect

LSEG’s data infrastructure using

the Microsoft Cloud, and to jointly

develop new products and

services for data and analytics.

The partnership will inevitably

change LSEG’s current risk profile,

specifically transformation risk,

as we begin to co-develop new

products and services with

Microsoft, and non-financial risks

associated with large-scale cloud

migrations as we deliver more of

our services from Microsoft Cloud.

Our existing ERMF and risk

governance practices described

above will be used to assess,

manage and report on these risks

and the change to our risk profile.

Equally, the partnership with

Microsoft provides strategic

risk mitigation in response to

observable shifts within the

Financial Market Infrastructure

(FMI) and Technology sectors,

thereby ensuring LSEG remains

relevant, competitive and

responsive to how our customers

are adopting cloud computing.

We also expect to see risk

reduction opportunities as we

migrate our systems from legacy

technology and on-premises data

centres to more modern, resilient

technology in the Microsoft Cloud.

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STRATEGIC REPORT

The risk committees, sub-

committees and relevant working

groups are embedded within the

overall governance structure of

the Group. A Group and divisional

committee structure provides risk

oversight with escalations

between forums as needed.

Group-level committees consist

of: an overall Group Executive

Risk Committee (ERC) and

Group-level sub-committees,

including Financial Risk (FRC),

Technology, Cyber and Resilience

Risk (TC&RC) and Non-Financial

Risk (NFRC) committees which

meet on a regular basis. Other

sub-committees, such as the

New Product and Market

Committee meet on an ad-hoc

basis, when required.

Each of the risk committees

has detailed terms of reference,

approved by the Board or their

parent committee, setting out

their respective roles and

responsibilities.

Group risk appetite

Risk appetite is the level of risk

that LSEG will accept in pursuit

of its strategic objectives and is

aligned with the Group’s strategy.

The risk appetite is a central

pillar of the ERMF and is used

as a benchmark for both risk

assessment and monitoring, with

regular reporting of aggregated

risks to both the Board Risk

Committee and the ERC.

The Board, on an annual basis,

articulates LSEG’s risk appetite.

This is cascaded throughout the

organisation with divisions and

functions establishing more

detailed risk appetite statements

and monitoring their risk profile

against the agreed appetite levels.

Risks that are outside risk appetite

are escalated to Executive

Committee members and to the

appropriate Risk Committee

and Boards.

Risk Governance Structure

Board Risk Committee

Group Executive Risk Committee

Group ERC sub-committees

Financial Risk

Committee

LCH Ltd and SA

Risk Committees

Technology, Cyber and

Resilience Committee

Capital Markets

Risk Committee

Non-Financial

Risk Committee

Data & Analytics

Risk Committee

UnaVista Group

Risk Committee

Escalation as needed

Escalation as needed to relevant Group Sub-Committee

Escalation of cross-divisional and/or material items

Principal risks and uncertainties continued

Overview of principal risks

Three Lines of Defence

Strategic risks

Global economic and geopolitical

Reputation/Brand/IP

Transformation

1st line of defence

Business units

— Implementation of

business strategy

— Day-to-day risk management

and decision making

— Effective implementation

of the risk management

framework, including

reporting and escalation

Financial risks

CCP risk

Model risk

Board/Board Risk Committee/Board Audit Committee

Emerging risks

Disruptive technology

Sustainability risk

3rd line of defence

Internal audit

— Independent assurance of

business risk management

activities, including that the

risk management framework

is both designed and

operating effectively

Non-financial risks

Technology

Information and cyber security threats

Business continuity

Third-party risk

Data governance

People and talent

Regulatory change and compliance

2nd line of defence

Risk and compliance

— Review and challenge

of business units

— Oversee the level of risk

appetite within LSEG

— Development of the risk

management framework

— Provide specialist advice

and training across

the organisation

Principal risks and uncertainties continued

Risk category Risk Mitigation

Global

economic

and geopolitical

Executive lead

Chief Executive Officer

Risk trend

Risk overview

Whilst the Group is well diversified, global economic

underperformance or the influence of geopolitical relations

on global financial markets could have an adverse impact on

our people, businesses, operations or financial conditions.

Risk description

We operate in a broad range of equity, fixed income, foreign

exchange and derivative markets servicing customers who

increasingly seek global products and innovative solutions.

If the global economy underperforms, or there is reduced

activity in our markets, it may lead to lower revenues. Central

banks have recently taken steps to counteract inflationary

pressures, mainly through raising interest rates. This has

impacted on financial markets, raising the risk of recession in

advanced economies and the risk of default in some emerging

economies. More broadly, geopolitical relations continue to

influence global financial markets, particularly the development

of Western countries’ relations with China and the ongoing

conflict between Russia and Ukraine which is severely

impacting global energy and food supplies.

The Group’s income streams benefit from diversification

across both a broad global footprint and large customer

base, helping mitigate the exposure to localised economic

downturns. Furthermore, a significant proportion of income

streams across our business divisions comprise annuity

and subscription-fee based recurring revenues, limiting the

Group’s exposure to shorter-term movements in the global

credit cycle. In conditions of volatility the Group benefits

from market infrastructure capabilities exposed to trading

volumes and pricing movements, including FX venues,

LSE secondary markets, Tradeweb, and the London

Clearing House (LCH).

The Group performs regular monitoring and assessment

of the potential impacts of market prices and volume

movements. It also monitors and manages exposures to

the market through hedging both foreign exchange and

interest rate risks, tracking key risk indicators and stress

testing financial resilience.

The Group regularly monitors external threats and

emerging risks including geopolitics, and incorporates

the output into business continuity and strategic plans.

The Financial Risk Committee monitors and reviews

multiple financial metrics and scenarios including response

to changes in macroeconomic conditions, with mitigating

actions agreed.

Reputation/

brand/IP

Executive lead

Chief Executive Officer

Risk trend

Risk overview

Several of the Group’s businesses are iconic and trusted

international brands, and as these businesses are more closely

aligned under one overarching LSEG name, there is potential

for an event or incident to damage not only the reputation and

value of an individual brand but also the broader set of LSEG

branded products.

Risk description

The strong reputations of LSEG’s businesses are valuable

for the Group, its business credibility with regulators, and its

attractiveness to customers and potential workforce alike.

As these businesses are more closely aligned under one

Group, there is greater potential for an event or incident to

damage the reputation and value of the LSEG brand as a whole.

In addition, some of the Group’s products and processes may

include material which is not subject to intellectual property

protection by the Group. Competitors of the Group may also

independently develop or otherwise protect products or

processes that are the same or similar to our products and

processes. This could result in reputational damage, impact on

LSEG’s ability to attract new or retain existing business, and

result in financial costs to defend or enforce intellectual

property rights.

Policies and procedures are in place to ensure the

appropriate use of the Group’s brands and to manage the

integrity of the Group’s reputation. LSEG actively monitors

the use of its brands to prevent, identify and address any

infringements. The Group protects its intellectual property

by relying upon a combination of trademark, copyright,

patent and design laws, trade secret protection, database

rights, confidentiality agreements and other contractual

arrangements with its employees, affiliates, customers,

suppliers, strategic partners and others.

London Stock Exchange Group plc

Annual Report 2022

STRATEGIC RISKS

Risks related to our strategy (including the

implementation of strategic initiatives and

external threats to the achievement of our

strategy). The category also includes risks

associated with reputation or brand values.

Risk trend key

Increasing

Stable

Decreasing

Emerging

STRATEGIC REPORT

Principal risks and uncertainties continued

Risk category Risk Mitigation

Transformation

Executive lead

Chief Executive Officer,

Chief Operating Officer

Risk trend

Risk overview

The Group is materially exposed to risk of loss or failure

resulting from transformation or integration as it continues to

grow rapidly both organically and inorganically.

Risk description

As LSEG makes acquisitions, these may, in some cases, be

complex or necessitate change to operating models, business

models, technology and people. The Group’s success has a

high dependency on its ability to integrate all parts of its

business, including acquisitions, realise synergies across the

Group, and ensure that the Group is able to compete on a

global scale. A failure to align the businesses of the Group

successfully may lead to: an increased cost base without a

commensurate increase in revenue; a failure to capture future

product and market opportunities; and risks in respect of capital

requirements, regulatory relationships and management time.

During 2022, the Group continued to undertake M&A activity,

both acquisitions and divestments. Acquisitions require the

Group to operate and integrate different technology platforms

and systems while divestments require supporting the divested

business through provision of transitional services. In addition,

challenges for the Group include maintaining the operational

resilience and security of legacy platforms, and consolidating

services, or developing new services, where underlying assets

used to provide those services are subject to contractual

commitments with third parties.

The Group faces significant competition in each of its main

business areas. The businesses have to respond to this at

the same time as navigating through various transformation

and integration activities. The markets for the Group’s data,

information, services and products are highly competitive and

are subject to rapid technological changes and evolving

customer demands and needs. Accordingly, the Group has

a sizeable strategic change agenda to transform its products,

services and platforms as it leverages growth synergies and

upgrades and replaces legacy infrastructure.

Transformation risk is reduced by the application of the

Group’s Enterprise Risk Management Framework to deploy

consistent, appropriate Risk Management and specific

mitigations across the Group, both during and post-

acquisition. The risk and change governance of the

Group following a merger or acquisition is aligned and

strengthened as appropriate following review.

The Group Transformation Forum, reporting to the

Executive Committee, is responsible for the successful

delivery and risk management of the Group Strategic

Programmes. Oversight and assurance across the

Group’s change portfolio is provided by Group Risk and

Internal Audit.

The Group has an effective track record of integrating

acquisitions, separating disposals and delivering tangible

synergies in an evolving regulatory and technological

landscape. This is supported by robust governance and

programme management structures through the Group’s

Change Framework.

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Annual Report 2022

Risk trend key

Increasing

Stable

Decreasing

Emerging

Principal risks and uncertainties continued

Risk category Risk Mitigation

CCP risk

Executive lead

Group Head of

Post Trade

Risk trend

Risk overview

The Group’s CCP activities – through LCH – expose it to a

number of financial risks that arise from the CCP’s obligation

to guarantee the performance of cleared contracts between

its members in the event a member defaults.

Risk description

In the event of a member default, the CCP must restore a

matched book by liquidating or transferring the defaulting

member’s positions held with the CCP. This can expose the

CCP to both adverse changes in the market value of the

positions (such as changes in asset prices, interest rates,

credit spreads and foreign exchange) and liquidation costs

(such as the cost of finding liquidity to exit the positions).

In addition, the CCP has investment risk arising from the

investment of member cash and liquidity risk arising from

its ongoing payment obligations. If the CCP does not have

sufficient cash available, there is a risk of a liquidity shortfall

(i.e. the CCP failing to meet its payments). Non-financial risks

arise as a result of the CCP’s day-to-day operations, such as

operational, legal & compliance and reputational risk.

CCPs by design are financially resilient against the largest

default risks. The CCP rulebook is the foundation of its

resilience. The CCP rulebook is a legally binding document

signed by members that governs all clearing activities.

It details the powers of the CCP to assess appropriate

margins, to place a member in default and to liquidate a

defaulting member’s positions and collateral. The key lines

of defence laid out in the CCP rulebook include minimum

standards for member eligibility, initial and additional

margins posted by members, a portion of the CCP’s own

capital, and then member default funds and mutualisation

of losses. Additionally, the CCP can use powers of

assessment to further absorb losses beyond the default

fund. The resilience of these mechanisms is tested via

an annual fire-drill.

In its cash investment activities, the CCP’s primary

objective is to protect principal and liquidity and to ensure

prompt availability of cash when needed. Establishing

strict criteria for the eligibility of counterparties, securities

and limits minimises investment risk, but the risk will

not be completely eliminated. Deposits at central banks

and secured placements (reverse repos) are preferred

where possible.

Unsecured commercial bank deposits are strictly limited

to less than 5% of the investment portfolio. Outright bond

purchases are limited to high-quality short-term sovereign

bonds or equivalent. All issuers and counterparties are

subject to internal credit scoring and regular reviews.

The effectiveness of the investment and liquidity risk

framework, namely operational capacity, and ability

to raise liquidity are tested in quarterly ‘war games’

exercises to ensure ongoing resilience, as well as

annual default fire-drills.

Model risk

Executive lead

Divisional Group Heads,

Chief Risk Officer

Risk trend

Risk overview

The Group’s model risks could arise from omitting models from

inclusion into model inventory, from errors during the data

sourcing, development, implementation or use of models,

or from errors in the decisions made based on their outputs.

Risk description

The Group utilises an increasing suite of models, including

Artificial Intelligence (AI), across all of its business divisions

(e.g., margin models used within our CCPs, D&A client facing

analytics, market abuse detection models within the Capital

Markets division, or stress models used to calculate capital and

climate risk). Model risks could impact both the reputation and

the financial condition of the Group.

LSEG businesses have an industry standard model risk

control and governance framework in place, including

our Model Risk Policy, the Model Management System,

developer and validation documentation templates and

development and documentation standards. Robust model

validation, performed by an independent team, is in place

to confirm our critical models are fit for purpose, and has

been rolled out across the full suite of models within the

Group. Model lifecycle controls are in place including

ongoing performance monitoring for key models and

tracking of model changes for all models. The risk oversight

is provided by the Model Risk Committee (MRC), which is a

subset of the Financial Risk Committee (FRC). Additionally,

Model Risk Management undertakes reviews of vendor

systems to identify models that could impact the Group.

Furthermore, model risk training has been rolled out across

LSEG to all model risk stakeholders to create better

awareness of model risk governance and risk policy.

The model attestation by business unit model inventory

owners is in the process of being completed.

London Stock Exchange Group plc

Annual Report 2022

FINANCIAL AND MODEL RISKS

The risk of financial failure and loss of earnings

and/or capital as a result of investment activity,

lack of liquidity, funding or capital, and/or the

inappropriate use of models.

Risk trend key

Increasing

Stable

Decreasing

Emerging

STRATEGIC REPORT

Principal risks and uncertainties continued

Risk category Risk Mitigation

Technology

Executive lead

Chief Information Officer

Risk trend

Risk overview

LSEG is highly dependent on the development and operation of

its sophisticated technology and advanced information systems

and those of its third-party service and outsourcing providers.

Risk description

Technology failures potentially leading to system outages may

impact our customers and the orderly running of our markets,

data services and distribution. Overall, the number and severity

of incidents linked to the legacy estate continues to decline.

The Group continues to invest in the resilience of the

technology systems and processes that underpin its

important business services. These investments are

balanced across business growth, risk reduction initiatives

and strategic transformation as an enabler to longer term

objectives. The performance and availability of the Group’s

systems are constantly reviewed and monitored to prevent

problems arising and, where possible, to ensure a prompt

response to any potential service-impacting incident.

Enhancements to the technology operating model have

enabled continuous risk and control monitoring. They have

also improved resilience, helping our technology risk

reduction initiatives to identify focus areas for 2023.

Regular rigorous business impact and operational risk

scenario analysis is performed to identify, assess and

remediate potential system and governance vulnerabilities.

In addition, technology solutions are comprehensively

tested by both LSEG Technology and third-party quality

assurance providers as appropriate; functional, non-

functional, user-acceptance and other testing is performed

across technology environments to ensure products are

ready for deployment and have robust business continuity

and crisis management plans in place.

The Group actively manages relationships with key

strategic technology suppliers to minimise disruption to

service provision. Where possible the Group has identified

alternative suppliers that could be engaged in the

event of a third party failing to deliver on its contractual

commitments. Service Level Agreements (SLAs) and

ongoing monitoring are in place for key suppliers.

The risks associated with change are mitigated by

effective implementation of the Group’s change framework.

Appropriate governance, risk and executive oversight is

exercised over individual programmes and projects based

on the scale, complexity and impact of the change. The

purpose of this oversight is to confirm changes do not

breach the Group’s risk appetite and are compliant with

the approved project management policy, as well as to

manage budget, resource, escalations, risk, issues and

dependencies. For software specific development,

software design methodologies, testing regimes and

test environments are continuously being enhanced to

minimise implementation risk.

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Annual Report 2022

NON-FINANCIAL RISKS

The risk of loss or other adverse consequences

to the business resulting from inadequate,

or failures associated with, internal processes,

people and systems, or from external events.

Risk trend key

Increasing

Stable

Decreasing

Emerging

Principal risks and uncertainties continued

Risk category Risk Mitigation

Information and

cyber security

threats

Executive lead

Chief Information Officer

Risk trend

Risk overview

As a global Financial Markets Infrastructure (FMI) and data

provider, LSEG is exposed to cyber risk. Increasing in

sophistication, frequency and persistence, cyber risks are

growing more dangerous and diverse.

Risk description

Significant cyber events continue to be observed in the financial

sector and in the broader economy that demonstrate the

sophistication of cyber adversaries and the impact they can

have on the victim organisation. Cyber risk is driven by the

increasing use of data, technology and digital services by

LSEG directly and by our supply chain. In addition to the direct

impact on ourselves and our customers, our role as an FMI

means that a significant cyber event could create a systemic

impact to the UK financial sector and the global markets that

we serve. We must acknowledge, to remain competitive in this

era of data and digitalisation, that cyber risk cannot be

eliminated. However, it can be managed to a level of risk

that we are prepared to take as a cost of doing business.

We continue to make significant investments in cyber

security and have a dedicated Cyber Security function led

by our Chief Information Security Officer (CISO) which is

focused on protecting and defending LSEG against cyber

attacks. Due to the increasing sophistication of cyber

adversaries and the techniques that they use, we

proactively collect and evaluate threat intelligence.

We recognise that the prevention of cyber attacks may

not always be possible and our focus and priority is on

remaining resilient to withstand cyber attacks with minimal

disruption to our business. Our approach to cyber security

aligns to industry frameworks such as the National Institute

of Standards and Technology (NIST) cybersecurity

framework and we will continue to invest and advance

our cyber defence, detection, response and recovery

capabilities. Our Group operates a three lines of defence

framework and we have a dedicated Cyber Risk function

within Group Risk providing independent oversight

and challenge.

Business

continuity

Executive lead

Chief Operating Officer,

Chief Risk Officer,

Divisional Group Heads

Risk trend

Risk overview

Business continuity is one of the key objectives of the Group’s

operational resilience strategy. It helps address the Group’s

ability to prevent, adapt to, respond to and recover from

operational disruptions to minimise the impact on our customers

and on the financial stability of capital markets.

Risk description

While the Group has processes and controls in place to ensure

the continuity of its services and operations, unforeseen events

such as physical security or cyber threats and increased

geopolitical concerns could impact on the continuity of the

Group’s services. The Group’s operations in Ukraine and

Russia were impacted by the conflict, requiring us to comply

with relevant sanctions and local legislative concerns and to

ensure the wellbeing of affected colleagues.

We have been updating our business continuity plans

throughout 2022 to reflect operating model changes

following the integration of Refinitiv. We continuously

review our plans and ensure they reflect the changing risk

landscape. Our plans are being migrated onto a single

platform to ensure consistency across the Group for 2023.

We have implemented a three-tiered Group crisis

management structure to improve our ability to respond

effectively at the appropriate level. A revised Group crisis

management plan is in place with improved playbooks for

key scenarios and is exercised to ensure the Group can

respond effectively.

We have performed a review of vulnerabilities in our

key locations and are implementing a resilience strategy

which includes reducing concentration risk and improving

resilience standards for our critical locations. Location

based business continuity exercises will continue

throughout 2023 to provide assurance that key locations

are appropriately resilient. Meanwhile, we are dedicated to

supporting affected staff and their families as well as our

third-party suppliers in countries impacted by current

global events.

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Annual Report 2022

NON-FINANCIAL RISKS CONTINUED

Risk trend key

Increasing

Stable

Decreasing

Emerging

STRATEGIC REPORT

Principal risks and uncertainties continued

Risk category Risk Mitigation

Third-party

risk

Executive lead

Chief Operating Officer,

Divisional Group Heads,

Chief Information Officer

Risk trend

Risk overview

Failure to manage the risks associated with the selection,

management and oversight of critical third parties could impact

on the Group’s ability to deliver its strategic objectives.

Risk description

Our third parties are exposed to a range of risks including

geopolitical and cyber security threats and regulatory

compliance risk, whereby events may result in suppliers being

unable to meet their contractual, regulatory, confidentiality or

other obligations to the Group. This could lead to material

financial loss, higher costs, regulatory actions and reputational

harm. The Group and its entities engage third-party service

providers including Cloud Service Providers (CSPs).

The Group has engaged CSPs to host critical services and

data. The Group also relies on access to certain data used

in its business through licences with third parties. Some of this

data is provided exclusively by suppliers and may not be

obtained from other sources.

The Group continues to refine its third-party risk

management framework to provide controls across all

stages of the third-party lifecycle, covering: planning and

selecting; contracting and onboarding; managing and

monitoring; and termination and exit.

The framework helps make sure that the Group assesses

risk at key stages in the lifecycle and actively manages

relationships with critical third parties to avoid a breakdown

in service provision.

The Group focuses on the ability of critical third parties to

continue to supply goods and services in accordance

with requirements and in compliance with contractual

obligations. Throughout the year, there have been no

significant impacts to the supply chain for the Group.

Data

management

Executive lead

Divisional Group Heads,

Chief Operating Officer

Risk trend

Risk overview

LSEG plays a significant role in the financial market

infrastructure and data landscape with commitments to its

customers, counterparties, owners, vendors, regulators

and the public in the proper usage of its data.

Risk description

LSEG collects, processes, licenses, calculates, owns,

transforms, administers, and distributes data in many formats

(e.g. structured, unstructured, electronic and print formats,

audio-visual, production, testing and archive data, derived

data and personal data).

Failure to govern the Group’s data successfully could result in

those data being unfit for purpose with respect to quality and

usage. This could result in the Group or its customers and

stakeholders utilising deficient data when making decisions

which could adversely affect the Group’s reputation, financial

condition and operating results. Data privacy breaches, misuse

of personal data or failure to protect confidential information

could adversely affect the Group’s reputation and expose it to

litigation or other legal or regulatory actions. Unauthorised data

access or privacy breaches may cause some of the Group’s

customers to lose confidence in its security measures and

could impact on the Group’s financial performance.

LSEG’s Enterprise Data Governance function, led by the

Group Data Officer and the divisional data leadership

teams, works to develop and institute a comprehensive

programme to ensure Group data is of the highest quality

in order to support its intended use and the needs of our

stakeholders, customers and regulators. The Group Data

Policy and its framework support initiatives that promote a

data culture that embodies customers’ needs, improves

efficiency and quality of decision-making and ensures

adherence to regulatory obligations. As such, the Group

has defined and implemented a standardised approach

to data management oversight, governance, controls,

measures and monitoring, as well as efficient issue

resolution to mitigate any adverse impacts to the business.

In addition, the Group’s Data Protection & Privacy Policy

sets out a framework for privacy compliance to make sure

that personal data that is processed during the Group’s

business is used fairly, lawfully and in compliance with all

applicable data protection and privacy legislation. The

Group’s Information Security Policy includes a framework

for data leakage prevention and information security

incident management. LSEG employees complete annual

mandatory training courses on the Group’s data policies.

81 London Stock Exchange Group plc

Annual Report 2022

Risk trend key

Increasing

Stable

Decreasing

Emerging

Principal risks and uncertainties continued

Risk category Risk Mitigation

People

and talent

Executive lead

Chief People Officer

Risk trend

Risk overview

Risks to the Group could arise from a lack of critical skills, talent

and knowledge, resulting in the Group being unable to achieve

its objectives.

Risk description

People and culture risks can arise from ineffective career

development, organisational structures and leadership, all of

which could impact on the engagement and wellbeing of our

people. Furthermore, increased market competition and

challenging geopolitical or economic conditions can result

in an ability to attract and retain diverse, high-performing

talent, and/or could lead to a disengaged workforce.

In 2022, the Group focused on continued progress towards

D&I objectives, aligning benefit frameworks and processes

globally, embedding reward and performance frameworks

and launching leadership development and acceleration

programmes. There has also been a focus on ensuring

efficiency in internal processes and on supporting

colleagues as they return to office environments through

the hybrid working model. Talent identification and career

development frameworks were launched in 2022 to

support our people in ensuring they have appropriate skills

and resources available to undertake their roles effectively

and to support their career journey at LSEG.

Regulatory

change and

compliance

Executive lead

General Counsel,

Chief Executive Officer,

Divisional Group Heads

Risk trend

Risk overview

LSEG is a global business operating within many regulatory

environments. The Group is exposed to risks associated with

changes to regulatory requirements and how we manage

those changes.

Risk description

Regulatory change risks that LSEG may face include: risks

arising from the conditions under which LSEG can access a

particular market (e.g. EU equivalence for UK CCPs); the

regulation and supervision of new activities; the overall reforms

in the wholesale markets in the EU and the UK; and the greater

focus on information and cyber security, data localisation and

ESG data and scoring providers. There is also a risk that one

or more of the Group’s entities may fail to comply with the

laws and regulatory requirements to which it is subject. In this

event, the entity may be subject to censures, fines and other

regulatory or legal proceedings.

Changes in the regulatory environment form key inputs into

our strategic planning, including the political impact on our

growth strategies, both organic and inorganic. We monitor

regulatory developments continually and engage directly

with policymakers as well as regulatory and governmental

authorities at local, regional and national levels.

The Group continues to maintain systems and controls

to mitigate compliance risk. In addition to the overall

Group Compliance function, compliance resources with

specialised knowledge of each of the regulated services

provided by the Group are aligned with the regulated

entities operating within each business division. They

provide regulatory advice to the business, corporate

functions and committees to support them in ensuring

that both day-to-day operations and business

developments are undertaken in accordance with the

relevant regulatory obligations.

Compliance policies are reviewed regularly and employees

across the Group are reminded of the requirements to

which they are subject under these policies through

mandatory annual training, the completion of which

is tracked.

London Stock Exchange Group plc

Annual Report 2022

NON-FINANCIAL RISKS CONTINUED

Risk trend key

Increasing

Stable

Decreasing

Emerging

STRATEGIC REPORT

Risk category Risk Mitigation

Disruptive

technology

Executive lead

Chief Information Officer,

Divisional Group Heads

Risk trend

Risk overview

Structural market changes, new business models and advances

in cloud, artificial intelligence (AI) and distributed ledger

technology (DLT) could lower entry barriers, increase

competitive pressures and change the markets we serve.

Risk description

Change driven by disruptive technology could negatively

impact on the performance of our core business and disrupt

our commercial models. This risk spans the business, and the

pace of change of business models, technology advances and

market entrants continues to accelerate.

Cloud providers are expanding their capabilities from storage

to a wide range of data management and analytics solutions.

They also enable a whole new ecosystem of providers,

including new market entrants, who can now take advantage of

cloud providers’ customer bases and fast development cycle.

The increased use of AI internally and among customers

brings with it associated risks such as inherent bias and

automated decision-making and data management. It will also

introduce new challenges for cyber security defence and

detective mechanisms.

As technology and regulatory clarity improves, aggressive

competitor activity in DLT could increase risk of disruption. DLT

presents a potentially disruptive risk to parts of our business

as it may result in a reduced need for centralised intermediaries,

thereby bypassing some of the services we offer.

The Group actively monitors new technological

developments and the pace of change, developing robust

innovation strategies to mitigate the risk resulting from

emerging technology. The Group, including through our

Strategy function, actively scans for potential investment

opportunities in emerging technology and has a dedicated

innovation function with subject matter expertise in specific

areas of technology. The Group partners with advisers and

builds proof of concepts to test new hypotheses and, by

collaborating with our customers, can identify and quickly

react to changing consumption preferences.

Regulators are actively exploring the application of new

frameworks to manage the development of innovative

financial services technologies. We expect these to be

important for maintaining resilience and stability in the

market while enabling innovation with emerging

technology. The Group participates in relevant industry

and academic forums, partnering closely with regulators.

The Group continues to maintain systems and controls

to mitigate the risk resulting from emerging technology.

Risk arising from the Group’s use of cloud, AI and DLT is

identified, assessed, managed and reported through the

Group’s risk framework. We align with industry best

practices and guidance when considering increased

use of AI and DLT.

Principal risks and uncertainties continued

83 London Stock Exchange Group plc

Annual Report 2022

EMERGING RISKS

Risks which are new to the Group or which

are difficult to quantify due to their remote or

evolving nature.

Risk trend key

Increasing

Stable

Decreasing

Emerging

Principal risks and uncertainties continued

EMERGING RISKS CONTINUED

London Stock Exchange Group plc

Annual Report 2022

Risk category Risk Mitigation

Sustainability

risk

Executive lead

Chief Corporate Affairs

and Marketing Officer,

Divisional Group Heads

Risk trend

Risk overview

Sustainability risk can be defined broadly as an environmental,

social or governance event or condition that, if it occurs, can

cause significant negative financial or non-financial impact

on the Group. Sustainability risk also includes the opportunity

that may be available to LSEG because of changing social,

economic, environmental or regulatory factors.

Risk description

Sustainability risk encompasses a wide variety of other risks

which are diverse in nature, ranging from regulatory reporting

and Diversity and Inclusion to greenwashing, amongst others,

and their individuality needs to be recognised and addressed.

The Group’s focus to date has been primarily on integrating

climate risks and opportunities into investment decision-making,

to enable transition to a low-carbon economy (see page 55

on Climate Risk). International organisations, governments and

regulators are focused on integrating climate-related risks and

opportunities into strategic and investment-related decision-

making in order to prepare for a world which will be impacted

by rising global temperatures. This remains an area of emerging

and wide-ranging policy development, impacting on financial

market participants and corporates.

We assess climate risk for the Group to encompass both

physical and transitional risks. Physical risks are acute and

chronic risks which may impact on our people as well as our

global, geographically-dispersed property portfolio. Transitional

risks are factors such as product availability, policy, regulatory

and market-related developments that may impact on our

business as the world transitions to a Paris-aligned carbon

emission trajectory.

Our aim is to reinforce the Group’s resilience to both physical

and transitional risks including how the transition will impact

on demand for financial products and services. These efforts

draw on internationally-recognised guidance, including the

Task Force on Climate-related Financial Disclosures (TCFD)

recommendations, and we aim to be well prepared for ongoing

and forthcoming mandatory reporting requirements and to

protect the Group’s reputation. LSEG continues to report and

submit disclosures aligned to TCFD.

For more information on our approach to sustainability,

please see our “Enabling Sustainable Growth” section on

pages 50 to 59 and our 2022 Climate Report which can be

found on our website: www.lseg.com/en/sustainability-strategy/

disclosures-and-reports.

We support the development and adoption of global

standards for sustainable finance and encourage

consistency in regulation across jurisdictions. LSEG is an

active member of a number of groups that are helping set

global standards including: the Transition Plan Taskforce,

the Green Technical Advisory Group, the Glasgow Financial

Alliance for Net Zero, the Climate Financial Risk Forum,

the Voluntary Carbon Markets Forum, the Singapore Green

Finance Industry Taskforce, the India-UK Sustainable

Finance Working Group, and the Hong Kong Financial

Services Agency ESG Focus Group.

Internationally, we work with our peers in the financial

sector to drive collaboration on sustainable finance and

investment, including through the Glasgow Financial

Alliance for Net Zero, the Climate Data Steering Committee

and the United Nations Sustainable Stock Exchanges

initiative. This engagement helps shape the policy

and disclosure response to climate-related risks and

opportunities and supports the review and enhancement

of our market position with regards to sustainable finance.

In line with increased disclosure requirements for

corporations and financial markets participants, LSEG has

taken proactive steps to develop its methodology to

understand how climate change impacts its businesses,

both from a risk and opportunity perspective.

With regards to physical climate-related risks, given

incidences of flooding which have impacted on LSEG over

the course of 2022, we continue to carry out extensive

reviews, including the initiation of detailed environmental

assessment of our property locations. This work will

continue to progress in 2023, and will feed into our

enhanced mitigation response across our portfolio.

From a transitional climate risk perspective, we have

made progress this year in designing architecture to

allow us to potentially deploy departmental-wide carbon

budget targets, the first step in a multi-year process of

implementing carbon pricing mechanism considerations

into business decisions. This initiative will allow us to

prepare the business for any potential future regulatory

initiatives on carbon pricing, allowing us to better

understand the cost and opportunity associated with

any such action.

Finally, we incorporate sustainability risk into LSEG’s

taxonomy at different levels to recognise the diversity

of risks. This is a nascent area for risk assessment,

with key risk projects still being delivered to ensure all

sustainability-related risks are subject to adequate and

relevant risk processes.

Risk trend key

Increasing

Stable

Decreasing

Emerging

85 London Stock Exchange Group plc

Annual Report 2022

STRATEGIC REPORT

Financial viability

statement

In accordance with provision

31 of the Code, the Directors

confirm that they have a

reasonable expectation that the

Group will continue to operate

and meet its liabilities, as they

fall due, for the next three years.

A period of three years has been

chosen for the purpose of this

viability statement, in line with

the Group’s business plan.

Viability period

The Directors’ assessment has

been made with reference to

the Group’s current position and

prospects, the Group’s three-year

business plan, the Group’s risk

appetite and the expected impact

of severe but plausible downside

scenarios and updated based

on the observed impact of

the Covid-19 pandemic on

the business.

Given the Group’s acquisitive

nature in recent years and future

organic growth strategy, a

three-year window is considered

the most appropriate horizon for

the Group’s management to make

its viability statement because

it is the period over which it can

forecast with sufficient clarity, the

Group’s financial performance,

cash flows and strategic position.

A 12-month period from the

expected date of the signing

of the financial statements is

considered for the going concern

assessment (see note 1.2 to the

financial statements of page 166).

Business planning process

The business plan makes

certain assumptions about the

performance of the core revenue

streams and segments, using

existing product lines as well

as assumptions on take up of new

product lines. It considers known

inorganic activity, as well as

assumptions on: the appropriate

levels of investment to support

expected performance; the ability

to refinance debt as required; and

expected returns to shareholders.

Assessment of viability

The principal risks and

uncertainties facing the Group are

set out on pages 74 to 84 of the

Strategic report. In addition, the

Financial Risk management note

on page 220 of the accounts

includes: the Group’s objectives,

policies and processes for

managing its capital; its financial

risk management objectives;

and its exposure to credit risk,

liquidity risk and market risk.

The business plan is stress tested

using severe but plausible

downside scenarios as

determined relevant by the

Financial Risk Committee, over

the full three-year plan period.

These scenarios are then

assessed against the Group’s

risk appetite parameters. Impacts

on the performance of core

revenue streams and segments

are modelled through business

inputs, with appropriate mitigating

factors also considered.

The scenarios modelled are

discussed in the table on the

right-hand side of this page.

The results show that a repeat

of the Global Financial Crisis

would have the largest impact

on Group EBITDA. No scenario

over the three-year period

leads to a breach of the Group’s

risk appetite thresholds, or an

inability to meet the Group’s

financial obligations through

insufficient headroom.

A reverse stress test has been

completed, to evaluate the

financial impacts required to

breach the Group’s risk appetite

thresholds. The likelihood of this

scenario materialising is viewed

as remote.

Borrowing facilities

The Group’s borrowing facilities

and respective repayment dates,

and the net debt position of the

Group, are included in note 22

from page 207. The facilities that

mature during the viability period

are expected to be refinanced.

Conclusion

The Directors assessed the

prospects and viability of the

Group in accordance with

provision 31 of the UK Corporate

Governance Code taking into

account the Group’s three-year

business plan, and the principal

risks to the Group’s future

performance and liquidity. The

Directors have a reasonable

expectation that the Group has

the ability to meet its obligations

over the viability period.

Scenario Assumption Associated

principal risk

Global Financial

Crisis

A replay of the 2008 crisis,

re-assessed to align with

current market conditions.

The scenario considers the

collapse of a major financial

institution and a simultaneous

default of one medium-sized

(domestic rather than

international) bank.

Additionally, the scenario

includes the consolidation

of four medium-sized banks

into two.

Global economic

and geopolitical.

See page 76

for more

information

Global Pandemic The scenario considers the

proliferation of Covid-19,

or a similar pandemic, with

significant impacts throughout

the global value chain.

There are severe, highly

synchronised downturns

associated with a persistent

loss of output in developed

and emerging economies.

Governments worldwide

implement restrictions on

human interaction and travel

to control virus contagion.

Global economic

and geopolitical.

See page 76

for more

information

Severe UK

economic downturn

This scenario assumes

GBP-USD currency rates

move to parity with outsized

moves in UK interest rates,

inflation, unemployment,

house prices and GDP.

Global economic

and geopolitical.

See page 76

for more

information

Cyber security

threats

The scenario considers a

cyber ransomware attack

impacting the Group’s ability

to serve a large portion of

its customers.

Information and

cyber security

threats. See

page 80

for more

information

Change delivery

failure

This scenario assumes

key supplier unavailability

due to geopolitical and

technological issues, which

results in the delayed

delivery of one of the Group’s

key strategic programmes.

Transformation.

See page 77

for more

information

This section of the Annual

Report describes how LSEG is

governed and the control

structures we have in place.

Good corporate governance is

key to promoting the long-term

sustainable success of the

Company, achieving the

Group’s objectives, generating

value for shareholders and

contributing to wider society.

Governance

London Stock Exchange Group plc

Annual Report 2022

In this section

Corporate governance introduction 88

Board of Directors 90

Corporate governance 94

Complying with the provisions of the Code 101

Report of the Nomination Committee 102

Report of the Audit Committee 105

Report of the Risk Committee 111

Directors’ Remuneration Report 113

Directors’ Report 142

Statement of Directors’ responsibilities 147

GOVERNANCE

87 London Stock Exchange Group plc

Annual Report 2022

London Stock Exchange Group plc

Annual Report 2022

Don Robert

Chair

The Board is responsible for

the long-term sustainable

success of the Company,

generating value for

shareholders and contributing

to wider society.

Dear Shareholders,

I am very pleased to present the Corporate Governance Report for the

year ended 31 December 2022. This report provides an overview of

how LSEG is governed and the control structures we have in place.

The Board is responsible for the long-term sustainable success of the

Company, generating value for shareholders and contributing to wider

society. The Board does this by supporting and challenging executive

management to ensure we operate to high governance standards.

This report explains how we seek to achieve this. It also contains some

highlights from my perspective as Chair.

Together with the reports of the Committees, we have set out how

the UK Corporate Governance Code has been applied in the year.

At the heart of the Code is a set of principles that emphasise the value

of good corporate governance to long-term sustainable success.

Board composition and diversity

On 27 April 2022 Jacques Aigrain stepped down following the

Annual General Meeting (AGM) after serving almost nine years on

the Board. I would like to thank Jacques for the valuable role he has

played in the Group’s success as a director, and as the Chair of the

Remuneration Committee.

On 3 October 2022, William Vereker joined the board as Non-Executive

Director. William also joined the Risk, Remuneration and Nomination

Committees. His background in the global financial services sector,

as well as international experience in developing senior relationships,

managing risk and organisational change will benefit the Group as

we look to further capitalise on the trends shaping our industry.

On 1 February 2023, Scott Guthrie joined the Board as a Non-Executive

Director in connection with the strategic partnership with Microsoft.

Scott has worked at Microsoft for the past 25 years and is Executive

Vice President, Cloud and AI Group. The Board looks forward to

leveraging Scott’s deep technology expertise which will provide a

distinct perspective to the Group. Further information on the strategic

partnership with Microsoft can be found on page 7 and 19.

In accordance with the terms of the Relationship Agreement, Erin Brown,

representative of Thomson Reuters, will step down from the Board on

17 March 2023. The purpose of these Board changes is to ensure we

continue to refresh the key skills and experience and to enhance the

effectiveness of the Board, while having regard to board diversity. The

Board believes that diversity of thought, experience and background

makes us more dynamic, fosters innovation and boosts performance.

The Board seeks to comply with Listing Rule 9.8.6(9) on gender and

ethnic diversity. I am pleased to confirm that two of the four senior

positions in the Company outlined in the Listing Rule are held by

women and that two of its directors are from a minority ethnic

background. At the end of 2022, the Board was over 40% female.

The work of the Nomination Committee, including the process followed

in relation to Board appointments, is described on pages 102 to 104 of

this report.

Board effectiveness review

This year’s effectiveness review was externally facilitated by Jan Hall of

No 4. The UK Corporate Governance Code recommends that FTSE 350

companies undertake an externally facilitated review every three years.

Jan Hall facilitated the 2020 effectiveness review, and it was agreed

that she would be invited to undertake a further review following the

Refinitiv acquisition given the transformational effect the acquisition

had on the Group. Results and agreed areas of focus for the Board are

described on page 97 and 98. The Board will ensure that these focus

areas are acted upon to further improve Board performance. I can

confirm that the actions from the 2021 effectiveness review have

been completed.

Corporate governance

introduction

89 London Stock Exchange Group plc

Annual Report 2022

GOVERNANCE

Board site visits and workforce engagement

Opportunities to visit our operations globally, engage directly with the

workforce, and learn about the business continue to be very important

and valuable for the Board. After two years of restrictions on in-person

engagement, the Board was pleased to be able to visit colleagues in

the New York office during the year. Further information on this

engagement can be found on pages 66 and 67.

The Board also engaged with the workforce virtually through a series of

Board conversations in key regional locations. These meetings were

designed to increase Board members’ visibility with the workforce, to

gain real insights into the culture and any concerns at different levels

of the business, and to have meaningful, two-way dialogue with the

workforce. This was particularly important in 2022 as we sought to

continue with the integration of the Refinitiv business and embed the

Company’s culture across the Group. The feedback that Board members

received from this direct engagement was shared with the Board at

each meeting and the Board has encouraged management to respond

to any feedback and to take appropriate action. Further information can

be found on pages 66 and 67.

Committee governance

The Chairs of the Audit Committee, Risk Committee, Nomination

Committee and Remuneration Committee report on the activities of

each of the Committees during the year. I would like to thank the

Committee Chairs for the work they have done during the year,

including attending the AGM in-person to meet with shareholders.

Sustainability

As described in the Enabling Sustainable Growth section of the

Strategic Report (pages 50 to 59), LSEG has many initiatives in place

to deliver our commitment to be a strategic enabler of sustainable

economic growth. Given our central role in capital markets, our global

footprint and presence throughout the trade lifecycle, LSEG is uniquely

positioned to play a leading role in this respect.

LSEG’s role in sustainability, and tackling climate change in

particular, is very important to the Board, as well as the Group’s

shareholders, employees, customers and regulators. The Board is

committed to meeting the expectations of our shareholders and

stakeholders in this regard.

The Board agreed to put to shareholders at the AGM a resolution

on the Group’s Climate Transition Plan, and the resolution was passed,

with 98.65% of the votes in favour.

Compliance with the UK Corporate Governance Code 2018

(the “Code”)

The Company has complied with the principles of the Code throughout

the financial year ended 31 December 2022 and to the date of this

report, and complied with all provisions of the Code, except for provision

20. Provision 20 of the Code states that companies should generally

use open advertising and/or an external search consultancy for the

appointment of the Chair and Non-Executive Directors. Scott Guthrie,

who was appointed after the financial year end but before the date of

this report, was appointed in connection with the strategic partnership

with Microsoft.

For more detailed information on the Board appointment process,

please see pages 102 to 104 of the Nomination Committee Report.

This report is intended to give shareholders a clear and comprehensive

picture of the Group’s governance arrangements and how they

operated during the year. Pages 94 to 101 set out details of the areas

of our focus during the year, followed by the Committee reports.

Conclusion

I hope you find this report helpful and informative in understanding

governance at LSEG.

I encourage all shareholders to vote their shares in favour of all

resolutions to be considered at our AGM in April 2023, even if you

are unable to attend in person. Details of the AGM will be included

in the Notice of Meeting.

Don Robert

Chair

14 March 2023

Corporate governance introduction continued

London Stock Exchange Group plc

Annual Report 2022

The Board’s membership

reflects a wide range of skills

and business experience,

drawn from a number of

industries, which is critical for

bringing both the expertise

required and to enable different

perspectives to be brought

to Board discussions.

Director changes in 2022

Jacques Aigrain

Stepped down from the Board on

27 April 2022, having served over

eight years on the Board.

William Vereker

Joined the Board on 3 October 2022.

* Director changes since

31 December 2022

Scott Guthrie

Joined the Board on 1 February 2023.

Erin Brown

In accordance with the terms of the

Relationship Agreement, Erin Brown,

representative of Thomson Reuters,

will step down from the Board on

17 March 2023.

Don Robert

Chair of the Company and

the Nomination Committee

Appointed to the Board

in January 2019 and Chair of

the Company in May 2019.

Skills, knowledge

and contribution

— Strong track record in

global financial services,

international business and

mergers and acquisitions

— Expert regulatory knowledge,

accompanied with a deep

understanding of technology

and data & analytics

— Significant executive

and non-executive listed

board experience

Experience

Don spent 18 years at multinational

information company Experian plc,

where he most recently served as

Chairman (2014-2019). Prior to that

he was Group Chief Executive

(2005-2014) and CEO of the North

American business (2001-2005).

Don has served in a variety of senior

roles including Chair of the US

Consumer Data Industry Association,

Senior Independent Director of

Compass Group plc and Non-

Executive Director of the Court

of Directors, Bank of England.

Other current appointments

Non-Executive Director and

Chair-designate, Keywords Studios

plc (becoming Chair in May 2023);

Chair of Council, The London School

of Hygiene & Tropical Medicine;

Partner, Corten Capital; Non-

Executive Director of Validis

Holdings Limited and FlexCharge;

Visiting Fellow, Oxford University;

and Honorary Group Captain,

Royal Air Force.

Committee membership

Nomination (Chair)

Remuneration

David Schwimmer

Group Chief Executive Officer

Appointed to the Board in

August 2018.

Skills, knowledge

and contribution

— A wealth of knowledge

surrounding market structure,

investment banking and

emerging markets

— Extensive experience in corporate

finance, capital markets, and

mergers and acquisitions

— Deep understanding of the

business and the markets within

which the Group operates

Experience

Prior to joining the Group in August

2018, David spent 20 years at

Goldman Sachs, where he held a

number of senior roles, most

recently as Global Head of Market

Structure and Global Head of Metals

& Mining. During his tenure, he also

served as Chief of Staff to Lloyd

Blankfein, who was then President

and COO of Goldman Sachs, and

spent three years in Russia as

Co-Head of Russia/CIS. Prior to

joining Goldman Sachs, he practised

law at Davis Polk & Wardwell.

Other current appointments

Non-Executive Director, Centre

for New American Security

(Not-for-Profit).

Board of Directors

91 London Stock Exchange Group plc

Annual Report 2022

GOVERNANCE

Board of Directors continued

Anna Manz

Group Chief Financial Officer

Appointed to the Board in

November 2020.

Skills, knowledge

and contribution

— Extensive expertise in accounting,

corporate finance and mergers

and acquisitions

— Significant financial and

strategic leadership in areas

such as risk, treasury

management and accounting

— Expertise in business

diversification and transformation

Experience

Anna is a chartered accountant. Prior

to joining the Group in November

2020, Anna was Chief Financial

Officer and Executive Director of

Johnson Matthey plc (2016-2020),

leading its Finance, Procurement,

and IT functions. Prior to joining

Johnson Matthey plc, Anna spent

17 years at Diageo plc in a number

of senior finance roles, including

most recently as Chief Strategy

Officer and member of the

Executive Committee.

Other current appointments

Non-Executive Director of ITV plc.

Dominic Blakemore

Independent Non-Executive

Director and Chair of the

Audit Committee

Appointed to the Board in

January 2020.

Skills, knowledge

and contribution

— Extensive experience in corporate

finance, investor relations,

and capital markets

— Significant financial leadership

experience from various

international financial institutions

— Strong strategic planning and

decision-making experience

Experience

Dominic is a chartered accountant

and has been Group Chief Executive

Officer of Compass Group plc since

2018. Previously, he served as

Group Finance Director (2012-2015),

Group Chief Operating Officer,

Europe (2015-2017) and Deputy

Chief Executive Officer in 2017.

Dominic was formerly a Non-

Executive Director and Chair of the

Audit, Risk and Compliance

Committee of Shire plc (2014-2018).

He previously served as Chief

Financial Officer of Iglo Foods Group

Limited (2010-2011). Before joining

Iglo, Dominic was European Finance

& Strategy Director at Cadbury plc

(2008 -2010).

Other current appointments

Group Chief Executive Officer,

Compass Group plc; and Vice-Chair,

University College London.

Committee membership

Audit (Chair)

Nomination

Risk

Martin Brand

Non-Executive Director

Appointed to the Board in

January 2021.

Skills, knowledge

and contribution

— Significant board and

executive experience across

listed companies

— Highly accomplished in corporate

finance, with a focus on the

financial technology sector

— Extensive experience in strategic

planning, data & analytics and

mergers & acquisitions

Experience

Martin’s work at Blackstone Inc.

has seen him involved in several

of their high-profile investments

including; Sphera, Ellucian, Refinitiv,

Bumble, IntraFi and Paysafe. He

previously worked as a derivatives

trader with Goldman Sachs in New

York and Tokyo, and with McKinsey

& Company in London. He was a

Director of Refinitiv until 2021 and

was Chair of Tradeweb Markets

(a subsidiary of LSEG) until

February 2022.

Other current appointments

Head of North America Private

Equity, and Global Co-Head of

Technology Investing, Blackstone

Inc.; Director, UKG Software; Director

Liftoff Mobile; Director, First Eagle;

Trustee, American Academy Berlin.

Committee membership

Nomination

Erin Brown*

Non-Executive Director

Appointed to the Board in

January 2021.

Skills, knowledge

and contribution

— Significant international financial

management experience

— Expertise in mergers &

acquisitions

— Specialised knowledge

of accounting, corporate

finance, data & analytics,

and treasury-related matters.

Experience

Erin is currently Head of Finance at

Thomson Reuters Corporates. Her

previous roles at Thomson Reuters

includes Treasurer, Vice President

of Knowledge Solutions – Tax &

Accounting, Vice President, Finance,

and Vice President and Assistant

Treasurer. In 2018, Erin led Thomson

Reuters’ sale of a 55% interest in its

former Financial & Risk business

(now Refinitiv) to certain investment

funds affiliated with Blackstone.

Prior to joining Thomson Reuters,

Erin held a number of finance roles

at General Motors (2003-2011).

Current appointments

Head of Finance, Thomson

Reuters Corporates; Director,

York Parent Limited.

Committee membership

Nomination

London Stock Exchange Group plc

Annual Report 2022

Board of Directors continued

Professor Kathleen DeRose

Independent Non-Executive

Director and Chair of the

Risk Committee

Appointed to the Board in

December 2018.

Skills, knowledge

and contribution

— Executive leadership experience

in capital markets and asset and

wealth management

— Significant non-executive listed

board experience

— Expertise in the financial

technology market,

risk management and

data & analytics.

Experience

Kathleen held a number of senior

roles at Credit Suisse Group AG

(2010-2015). Other positions

Kathleen has undertaken have

included Managing Partner, and

Head of Portfolio Management and

Research at Hagin Investment

Management (2006-2010), and

Managing Director, Head of Large

Cap Equities at Bessemer Trust

(2003-2006). Prior to 2003,

Kathleen also held a number of roles

at Deutsche Bank and JPMorgan

Chase (formerly Chase Manhattan

Bank). In addition to her senior

executive positions, Kathleen served

as a board member of EDGE

(Economic Dividends for Gender

Equality) (2014-2015), and she

was founding Chair of Evolute

Group AG (2016-2017).

Other current appointments

Non-Executive Director, Experian plc;

Non-Executive Director, Voya

Financial Inc.; Non-Executive

Director, Enfusion Inc.; Clinical

Associate Professor of Finance,

New York University Leonard N.

Stern School of Business; Director,

Fubon Centre for Technology,

Business, and Innovation.

Committee membership

Risk (Chair)

Audit

Nomination

Tsega Gebreyes

Independent

Non-Executive Director

Appointed to the Board in

June 2021.

Skills, knowledge

and contribution

— Deep financial services and

capital markets experience

gained from various global

senior executive and

non-executive roles

— Significant expertise in

international business

and technology

— Strong background in strategy

and business development.

Experience

Tsega spent seven years at Celtel

International, a leading mobile

telecommunications provider in

the Middle East and North Africa.

During her tenure at Celtel, Tsega

held a variety of senior roles

including Senior Group Adviser,

Zain Africa BV (2007-2016), Chief

Strategy and Development Officer

(2005-2007), Chief Business

Development and Mergers &

Acquisitions Officer (2003-2005)

and Director, Mobile Commerce

and New Product Development

(2000-2003). In addition to her

senior executive positions, Tsega

has served as Vice Chair of SES

SA, and Non-Executive Director of

Hygeia Nigeria Limited (2009-2015),

ISON Group (2013-2018) and Sonae

SA (2015-2019).

Other current appointments

Founding Director, Satya Capital

Limited; Non-Executive Director,

Airtel Africa plc.

Committee membership

Audit

Nomination

Risk

Cressida Hogg CBE

Senior Independent

Director and Chair of the

Remuneration Committee

Appointed to the Board in

March 2019.

Skills, knowledge

and contribution

— Significant board and executive

level experience combined with

a strong corporate background in

infrastructure, private equity and

capital markets

— Strong Chair experience and

competency in embedding

corporate governance values

— Specialist knowledge in mergers

and acquisitions, financial

services regulation and pensions.

Experience

Cressida spent nearly 20 years with

3i Group plc and was one of the

co-founders of 3i’s infrastructure

business in 2005, before becoming

Managing Partner in 2009. During

this time, Cressida advised on all

of 3i’s infrastructure transactions.

She was also Global Head of

Infrastructure at Canada Pension

Plan Investment Board (2014-2018).

In addition to her senior executive

positions, Cressida served as a

Non-Executive Director of

Associated British Ports Holdings

Limited and a Non-Executive

Director of Anglian Water Group.

Other current appointments

Chair, Land Securities Group PLC

(until 16 May 2023); Chair-designate

and Non-Executive Director, BAE

Systems plc (becoming Chair in

May 2023); Non-Executive Director,

Troy Asset Management Ltd.

Committee membership

Remuneration (Chair)

Nomination

Scott Guthrie*

Non-Executive Director

Appointed to the Board in

February 2023.

Skills, knowledge

and contribution

— Market-leading experience in

cloud infrastructure and data &

analytics

— A deep and valuable

understanding of the technology

market

— Specialist in digital transformation.

Experience

Scott has 25 years’ experience

leading large technology teams at

Microsoft, and has been Executive

Vice President of Microsoft’s Cloud

and AI division since 2014. He is

responsible for Microsoft’s Cloud

Platform, Data and AI solutions,

Operating Systems, Business

Applications, Development Tools,

and Industry Solutions. The products

and services his team delivers

include Microsoft Azure, Dynamics

365, Power BI, SQL Server, Nuance,

GitHub, Visual Studio and the core

Windows operating system. Scott

was previously Corporate Vice

President of Microsoft Azure

(2011-2014), Corporate Vice

President of Microsoft’s Developer

Division (2008-2011), General

Manager Microsoft Developer

Division (2005-2008).

Other current appointments

Executive Vice President,

Microsoft Cloud and AI Group.

Committee membership

Nomination

93 London Stock Exchange Group plc

Annual Report 2022

GOVERNANCE

Board of Directors continued

Douglas Steenland

Non-Executive Director

Appointed to the Board in

January 2021.

Skills, knowledge

and contribution

— Extensive Chair and executive

experience across a range of

listed companies

— Background as a legal

practitioner, bringing expertise

in corporate law and finance

— Detailed understanding of

international business, financial

services and insurance.

Experience

Douglas is the former President

(2001-2004) and Chief Executive

Officer (2004-2008) of Northwest

Airlines Corporation. Prior to this,

he held a number of executive

positions at the company including

Executive Vice President, Chief

Corporate Officer, Senior Vice

President and General Counsel.

Previously, he was a senior partner

at Washington, D.C. law firm Verner,

Liipfert, Bernhard, McPherson and

Hand and worked in the Office of

the General Counsel of the US

Department of Transportation.

Douglas was Chairman of the

Air Transport Association (2008-

2009), after serving as a Director

(2005-2008).

Other current appointments

Senior Adviser, Blackstone

Private Equity Group; Director,

American International Group

Inc.; Director, Hilton Worldwide

Holdings Inc.; Director, American

Airlines Group, Inc.

Committee membership

Nomination

Dr Val Rahmani

Independent

Non-Executive Director

Appointed to the Board in

December 2017.

Skills, knowledge

and contribution

— Significant expertise and

knowledge of technology and

technical risk management

— Deep understanding of digital

transformation, innovation,

sales and marketing

— Extensive listed director

experience accompanied

by expert corporate

governance knowledge.

Experience

Val worked for IBM for almost

30 years, and was Chief Executive

Officer of cyber security start-up,

Damballa Inc., for four years.

Her past career also included

Non-Executive Director positions

at Aberdeen Asset Management

plc and Teradici Corporation.

Val previously ran the Innovation

Panel for Standard Life Aberdeen

and holds a Doctorate of Philosophy

in Chemistry from the University

of Oxford.

Other current appointments

Non-Executive Director,

RenaissanceRe Holdings Limited;

Non-Executive Director, CTG Inc;

Non-Executive Director, Elliott

Opportunity II SPAC; Non-Executive

Director of Entrust.

Committee membership

Nomination

Remuneration

Risk

Ashok Vaswani

Independent

Non-Executive Director

Appointed to the Board in

June 2021.

Skills, knowledge

and contribution

— Extensive experience in, and

understanding of, banking and

the financial services industry

— Deep knowledge and

comprehension of technology,

risk management, and wealth

management

— Expertise in data & analytics and

capital markets.

Experience

Ashok held a number of senior roles

within Barclays Group, including:

Chief Digital Strategy Officer at

Barclays plc (2021-2022); CEO,

Global Consumer Banking &

Payments (2019-2021); CEO, Barclays

UK (2016-2019); CEO, Personal and

Corporate Banking (2014-2016);

CEO, Retail and Business Banking

(2012-2014); CEO, UK Retail and

Business Banking (2011-2012);

CEO, Africa (2010-2011); and CEO

of Barclaycard Europe (2010).

Prior to joining Barclays, Ashok was

a Partner at Brysam Global Partners

LLC (2007-2009), a private equity

firm specialising in consumer

financial services in emerging

markets. From 1987 to 2007, Ashok

held a number of senior roles within

Citigroup Inc. Currently, Ashok

serves as the President of Pagaya,

a FinTech based in New York.

He is responsible for helping the

company grow and scale.

Other current appointments

Non-Executive Director, the Forward

Institute; Non-Executive Director,

S P Jain Institute of Management, UK

Committee membership

Audit

Nomination

Risk

William Vereker

Independent

Non-Executive Director

Appointed to the Board in

October 2022.

Skills, knowledge

and contribution

— Highly experienced banker,

including experience in

executive roles

— Significant knowledge

and experience of capital

markets, post trade and

investment banking

— Deep knowledge of financial

services and regulatory and

government relations.

Experience

William began his career at Morgan

Stanley and held a variety of

investment banking roles with a

focus on the energy and utility

sectors, which culminated with him

being MD & Head of European

Utilities (2001-2005). He also held

a number of senior executive roles

in the investment banking sector

with Lehman Brothers (2005-2008),

Nomura (2009-2013), and UBS

(2013-2018). William’s time at UBS

saw him serve as Global Head of

Investment Banking from 2016 to

2018. William served as the Prime

Minister’s Business Envoy (2018-

2020), before becoming Vice Chair

of the EMEA Investment Bank at

JP Morgan.

Other current appointments

Chairman, Santander UK; Member,

UK Investment Council; Member,

Advisory Board, Celonis GmbH; and

Chair, Advisory Board of Gonville

and Caius College, Cambridge.

Committee membership

Nomination

Remuneration

Risk

London Stock Exchange Group plc

Annual Report 2022

Board responsibilities

The LSEG Board is collectively responsible for the long-term,

sustainable success of the Company, the delivery of sustainable

value to its shareholders and contributing to wider society.

The Board:

— Provides leadership of the Company and is responsible for setting

the strategy and maintaining high standards of governance

— Leads the development of the Company’s culture, values,

and behaviours

— Oversees the execution of the Group’s strategy and holds executive

management to account for its delivery

— Ensures necessary resources are in place for the Group to be able

to meet its objectives and measures performance against these.

This includes the establishment of a framework of prudent and

effective controls, which enable risk to be assessed and managed

— Reviews and holds management to account for financial and

business performance

— Ensures that its responsibilities to shareholders and stakeholders

are met, including through effective engagement. This includes

having workforce policies and practices that are consistent with

the Company’s values and support the Company’s long-term

sustainable success

In carrying out their duties, the Directors act in accordance with all

relevant and applicable legislative and regulatory rules. In particular,

they take into account Directors’ duties contained in the Companies Act

2006 (the “Act”) and will consider the factors listed in Section 172 of the

Act and any other relevant factors.

LSEG’s Section 172(1) statement for the year ended 31 December 2022,

including details of certain Board decisions taken during the year, can

be found on pages 70 to 73 of the Strategic Report.

The Directors have full access to the advice and services of the

Group Company Secretary, who is responsible for advising on

corporate governance matters.

Board Committees

The Board has delegated certain responsibilities to four Board

Committees: the Audit, Nomination, Remuneration, and Risk Committees.

Full details of the Committees’ responsibilities are set out in individual

terms of reference which are available on the corporate website

and the work undertaken by each Committee during the financial year is

detailed within the respective Committee reports on pages 102 to 116.

Board composition

As at the date of this report, the Board is composed of 14 members: the Chairman, seven independent Non-Executive Directors, four Non-Executive

Directors (the Shareholder-appointed Directors

and the Director appointed by Microsoft

), and two Executive Directors. Six of the Directors are

women; two of the Directors are from a minority ethnic background; and two senior positions are held by female Directors (Senior Independent

Director and Chief Financial Officer). The Board Diversity Policy, which is reviewed annually, is available on the corporate website https://www.lseg.

com/en/about-us/corporate-governance

Board and Committee meetings

The table shows the number of scheduled and ad-hoc meetings attended against the number of meetings each Director was eligible to attend.

Director Board Audit Risk Nomination Remuneration

Don Robert 8/8 2/2 4/4

David Schwimmer 8/8

Anna Manz 8/8

Dominic Blakemore 7/8 4/4 4/4 2/2

Martin Brand 8/8 1/2

Erin Brown 8/8 2/2

Kathleen DeRose 8/8 4/4 4/4 2/2

Tsega Gebreyes 8/8 1/1 4/4 2/2 2/2

Cressida Hogg 8/8 2/2 4/4

Valerie Rahmani 8/8 4/4 2/2 4/4

Douglas Steenland 7/8 2/2

Ashok Vaswani 8/8 4/4 4/4 2/2

William Vereker 3/3 1/1 1/2 2/2

Directors who left during the year

Jacques Aigrain 2/2 1/1 1/1

Dominic Blakemore was unable to attend an ad-hoc Board meeting in November 2022 due to a pre-existing commitment.

Martin Brand was unable to attend the Nomination Committee meeting in November 2022 due to illness.

Douglas Steenland was unable to attend the Board meeting in April 2022 due to a pre-existing commitment.

William Vereker, who joined the Board in October 2022, did not attend the Nomination Committee meeting in December 2022 due to a

pre-existing commitment.

Corporate governance report

1 Directors appointed under the Relationship Agreement York Parent Limited (which is owned by Thomson Reuters Corporation and a consortium of certain investment funds managed by

Blackstone Group Inc.), York Holdings II Limited, York Holdings III Limited (each of which are wholly-owned subsidiaries of York Parent Limited) and BCP York Holdings (Delaware) L.P.

(which is a holding vehicle for the consortium of investment funds managed by Blackstone Group Inc.).

2 Appointed under the strategic initiatives agreement with Microsoft Corporation.

95 London Stock Exchange Group plc

Annual Report 2022

GOVERNANCE

Attendance at Board meetings

When Directors were not able to attend meetings, they received

and reviewed the relevant meeting papers. Where they had comments

or concerns on the matters to be discussed, they provided these to

the Chair of the Board or Committee in advance of the meeting.

The Chair of the Board engaged with Directors between Board

meetings to discuss business and strategic issues. The Chair met

with the Non-Executive Directors, without the Executive Directors

being present, at the end of every scheduled Board meeting.

Comprehensive Board and Committee papers, comprising an

agenda and formal reports and briefing papers are sent to Directors

in advance of each meeting. Directors are also updated with written

and verbal reports, from senior executives and external advisers

during the meeting.

Stakeholder engagement

The Board seeks to understand the interests, needs and concerns of

shareholders and other key stakeholders (including customers, the

workforce and regulators) to enable the Company to pursue long-term

sustainable success. For more information on how we engage

with our stakeholders as well as how the Board has discharged its

duties under Section 172 of the Companies Act, please see pages

70 to 73 of the Strategic Report.

Relations with shareholders

We believe that regular and ongoing engagement with our key

stakeholders and, in particular, our shareholders is central to good

corporate governance. The Group’s Investor Relations (IR) function,

reporting to the Chief Financial Officer, manages a shareholder

engagement programme throughout the year. In 2022, we welcomed

our new Head of Investor Relations, Peregrine Riviere, to the Group,

bringing over 20 years’ IR experience across a wide range of industries.

The Chair, Senior Independent Director and Chairs of each Board

Committee are available to engage with major investors, typically to

discuss corporate governance matters. In 2022, the Chair engaged

with shareholders on matters including sustainability, remuneration and

Board composition, as well as performance against the Company’s

strategy. The Chair of the Remuneration Committee consulted with

major shareholders and proxy voting agencies to understand their

views on the proposed approach for our Remuneration Policy and

key executive remuneration decisions. Further details and the outcome

of this engagement are included within the Directors’ Remuneration

Report from page 113.

Senior management and the IR team engage with investors to discuss

strategy, performance, sustainability and other matters. We saw a strong

return to in-person engagement in 2022. Senior executive management

and the IR team took part in 12 conferences this year, with 10 of those

held in person across the US, London and Continental Europe, hosted

by banks or industry organisations. Across the year, we held over 450

engagements with institutional equity and debt investors, primarily from

the UK and USA but with increasing interest from countries such as

Canada and Australia as we look to broaden our outreach.

As well as expanding our in-person conference schedule following two

years of Covid restrictions, we also ran a number of roadshows with

executive management both internationally and in the UK, stepping up

our efforts to explain our investment case and strategy to a wider range

of prospective global investors. We achieved broad coverage of our

existing register, meeting with over 80% of our active shareholder base.

Through our external adviser, Makinson Cowell, we ran a

comprehensive investor perception study. As part of the study,

Makinson Cowell engaged with a broad range of investors and touched

on a wide variety of topics including LSEG’s disclosure around strategy,

financial performance and targets, as well as the general tone and level

of insight of our communication with investors. Feedback was broadly

positive and investors recognised the growth characteristics and

opportunities of our investment case. However, while our investor

education events were almost universally regarded as helpful, investors

still felt that LSEG could do more to address the perceived complexity

of the Group. To this end, investors expressed a desire for more deep

dives into the various businesses that make up the Group and to hear

more often from divisional management. In terms of shareholder

engagement, the LSEG executive team and IR team were broadly seen

as accessible and helpful but some shareholders highlighted a lack of

communication outside of the UK. In particular, it was suggested that

LSEG should step up its involvement at sector conferences in the

US, as well as proactive engagement with investors in North America

more broadly.

The Board receives a report on IR matters at each of its scheduled

meetings, including feedback from investors, market expectations

of financial performance and updates on share register composition.

Sell-side analyst research notes on LSEG are regularly circulated

through the business, including to the Board and senior executives. The

Group’s corporate brokers also provide the Board with advice on market

sentiment, input on market communications and share register analysis.

In addition to information on financial and operational performance, the

Group engages with shareholders and relevant shareholder advisory

agencies on environmental, social and governance (ESG) matters. The

Group produces an annual Sustainability Report that details its approach

to ESG matters: www.lseg.com/investor-relations/sustainability.

Our AGM provides the opportunity for all shareholders to meet and

to put questions to the Board of Directors. We were delighted that we

were able to return to a physical AGM in 2022, held at Butchers’ Hall.

The IR section of the Group’s website (www.lseg.com/investor-relations)

is a primary source of regularly updated information about the Group.

All financial reports and statements, regulatory news service

announcements and disclosures, presentations and other relevant

documents are available on the website, together with a list of analysts

producing research on the Company and a summary of analysts’

forecasts of performance. Recognising that joining our preliminary and

interim results conference calls is not always possible, recordings of

these calls are accessible to all shareholders via the Group website.

Corporate governance report continued

London Stock Exchange Group plc

Annual Report 2022

Workforce engagement

The Board believes that having a diverse workforce makes us more

dynamic, fosters innovation and boosts performance. The Board

continues to support the goals for senior leadership set by management

which include goals for ethnic diversity and gender diversity. The Board

regularly tracks progress against these through D&I reporting. Further

information on D&I can be found in our culture section on page 60.

Information on workforce engagement can be found in the stakeholder

engagement section on page 66. The Board believes that the direct and

indirect engagement it undertakes with the workforce, as well as the

range of engagement activities that it has undertaken during the year,

as described in the stakeholder engagement section, are effective and

have facilitated meaningful, two-way dialogue between the Board and

employees. The forms of engagement undertaken during the year have

enabled the Board to hear from a broad range of our workforce both

across our regions and at different levels of seniority and role type,

given the size and global footprint of the Group.

Board independence

The Board has evaluated the independence of all the Non-Executive

Directors. In assessing each Director, the Board considers whether

there are relationships or circumstances which are likely to affect or

could appear to affect a Director’s judgement.

Scott Guthrie was appointed to the Board as a Non-Executive Director

with effect from 1 February 2023. Scott represents Microsoft Corporation

and was appointed in connection with the strategic partnership

(for further information please see pages 7 and 19). Martin Brand,

Erin Brown and Douglas Steenland were appointed to the Board

as Non-Executive Directors in 2021. Martin and Douglas represent

Blackstone and Erin represents Thomson Reuters. In accordance

with the terms of the Relationship Agreement, Erin will step down from

the Board on 17 March 2023. Blackstone and Thomson Reuters are

each considered to be significant shareholders of LSEG. The Board

agreed that Martin, Douglas, Erin and Scott would not be considered

independent under the Code given their relationships with Blackstone,

Thomson Reuters and Microsoft. They are not members of the

Audit, Remuneration or Risk Committees. The Board has evaluated the

independence of the other Non-Executive Directors and concluded

that each are independent in character and judgement. The Chair

was independent on appointment.

In line with the Code, at least half the Board, excluding the Chair,

are independent Non-Executive Directors. All Directors are subject

to annual re-election at the Company’s AGM.

Matters considered by the Board

Each of the regular meetings includes a wide-ranging report from the

Chief Executive Officer and reports from the Chief Financial Officer

on the Group’s financial performance and from the Chief Operating

Officer on the continued progress of the Refinitiv integration programme

and transformation programme, and operations. Reports from the

Committee Chairs and updates on major projects were also provided

at each Board meeting.

During the year, the key matters considered by the Board included

the following:

Customer

— Customer matters, including meetings with customers and key

account executives during the Board visit to New York

— Reviews of updates on customer metrics and key customer initiatives.

— Reviews of new products and services, including the Fundamental

Review of the Trading Book and the Yield Book for fixed income

analytics, and approved acquisitions that would deliver additional

customer benefits.

Strategy, execution and integration

— Regular updates on progress against the strategic objectives,

capital expenditure and investment projects and key projects

and programmes.

— Regular updates on the Refinitiv integration, including in relation

to achieving the stated targets and synergies, customer matters,

people and culture, transformation and technology.

— Approval of M&A transactions, including MayStreet, TORA,

Global Data Consortium and Acadia, and the divestment of BETA.

Subsequently, the Board agreed to use the proceeds of the

sale of BETA to return £750 million to shareholders via a share

buyback programme.

— Annual Board strategy day at which the Group’s strategy was

considered and approved.

— Review and approval of the strategic partnership with Microsoft for

next-generation data & analytics and cloud infrastructure.

Sustainability

— Review and approval of the sustainability strategy.

— Consideration and agreement of a climate-related resolution that

was put to shareholders at the 2022 AGM.

— Considered and challenged updates on sustainability matters and

the Group’s position on sustainability as well as progress achieved

against strategy.

— Review and approval of the annual Sustainability Report, Climate

Transition Plan, TCFD Report, and the Modern Slavery and Human

Trafficking Statement.

People and culture

— Regular updates on employee welfare, including future ways of

working, return to the office, the situation in Sri Lanka and the

Ukraine/Russia conflict.

— Reports from Directors on their engagement with colleagues

across the Group. The Board requested management to take action

in response to the feedback from colleagues. Further information

can be found in the stakeholder engagement section on pages 66

and 67.

— Discussion of the results of the annual LSEG Engage survey. The

Board endorsed the actions proposed by management in response

to the feedback from the workforce.

Corporate governance report continued

97 London Stock Exchange Group plc

Annual Report 2022

GOVERNANCE

Finance, investor relations and capital

— Review and detailed examination of the Group’s financial

performance.

— Approval of the annual budget and three-year strategic plan,

with particular focus on capital allocation and investment in

technology as well as other strategic priorities.

— Updates from the Investor Relations team on views from

shareholders on all aspects of the business.

— Proposal of the 2021 final dividend of 70 pence per share, which

was subsequently approved by shareholders on 27 April 2022.

The Board also approved the 2022 interim dividend of 31.7 pence

per share which was paid to shareholders on 20 September 2022.

— Approval of a share buyback programme to purchase voting ordinary

shares with an aggregate value of up to £750 million.

Risk management and internal controls

— Regular updates from the Chief Risk Officer on key risk management

and internal control matters, and discussion of key risks and,

where applicable, risk reduction activities.

— Review and approval of the Group’s Risk Appetite Statements and

the Policy Governance Framework, which sets the requirements for

all policies within the Group.

— Updates on technology and operational resilience.

— Updates at each Board meeting from the Chairs of the Risk and Audit

Committees on matters considered by these Committees. All Board

members have access to the materials provided to these Committees.

Board training and deep dives

The Board continued its practice of holding deep dives on key topics.

In 2022, it participated in a number of sessions relating to the strategic

partnership with Microsoft, a number of business and strategy-related

briefings during the Board visit to New York and deep dives on all three

divisions as part of the Board strategy offsite. It also held sessions on

data strategy and technology risk. Ahead of the publication of the 2022

Annual Report, Board members were invited to a training session on

climate and sustainability reporting.

Chairs’ Forum

The Chairs’ Forum is composed of the Chairs of the Group’s principal

regulated subsidiaries and the Group Chair, with the Group CEO

being invited to meetings on a regular basis. The Forum provides

opportunities for relevant subsidiary Chairs from across the Group to

engage on common themes and topics of interest. During the year,

this included: strategic matters; Board effectiveness and succession

planning; customers, people, and regulatory matters; Group financial

performance and investor relations; cloud migration strategy,

technology, and transformation programmes; and risk management

and operational resilience.

Board Effectiveness and Leadership

2022 Effectiveness Review

A Board effectiveness review is carried out annually in line with the UK

Corporate Governance Code (the Code), with a review being externally

facilitated every three years. In 2022, the Board engaged Jan Hall of

No 4 to facilitate this review. Jan facilitated the 2020 review in advance

of the acquisition of Refinitiv. The Board invited Jan back to undertake a

further review in 2022 to evaluate how the Board was performing

following the acquisition. Jan Hall is not currently engaged in any

other work on behalf of the Company.

Jan interviewed each of the Directors using agreed discussion

guidelines as the basis for each conversation. She sought the views

of Directors on:

— boardroom dynamics

— integration and performance delivery

— risk management

— strategy and ambition

— Board knowledge and the executives

— culture, purpose and values

— sustainability matters, and

— succession planning

The outputs of the evaluation were reported to, and considered by,

the Board and actions and focus areas for the Board and its Committees

to undertake in 2023 were agreed.

The results of the review will also be used to assist the Board

in its future development, its Committees, and its individual Directors.

Results

Overall, the review found that the Board and its Committees are

performing well and are effective. Board members agreed that good

progress had been achieved since the Refinitiv acquisition and they

were positive about the Board’s performance and effectiveness.

The review identified a number of positive attributes including:

— Board dynamics: how well the Board works together; the Chair’s

leadership of the Board; current Board composition; and interactions

between NEDs and the Executive Committee

— Board Committees: their overall effectiveness; the performance by

each of the Committee Chairs; how each Committee member is able

to contribute; and quality of discussions

— Board support and management of meetings: Board governance and

Board support was positively rated, including the Chair’s management

of Board meetings

— Risk management: positive views on risk management and oversight

of risk matters

The results indicated that the Board considers that it has the

appropriate balance of skills, experience, independence and

knowledge to enable it and its Committees to discharge their duties

and responsibilities effectively.

Corporate governance report continued

London Stock Exchange Group plc

Annual Report 2022

Next steps

The Board agreed that areas of focus for 2023 should be:

— Board knowledge: Board members provided valuable insight

regarding the areas where it would be beneficial to spend more

time and/or gain further understanding, including further teach-ins

on each Division in the Group, moving to the cloud, and acquisitions

— Board, executives and deeper relationships: desire from

the Board to further deepen Board relationships with the

Executive Committee

— Board composition and succession planning: Board members

provided views and suggested priorities in terms of

future composition

— Stakeholders: identification of further opportunities to engage

with shareholders, including their views on LSEG and growth; and

customers, including a deeper understanding of customer needs

and the data that is most valuable to them.

The results of the effectiveness reviews of the Board’s Committees

were positive about the management and composition of the

committees as well as the quality of the information received.

Areas for focus are summarised in the next column.

Committee 2023 areas of focus

Audit Committee

— Training on climate-related and sustainability financial disclosures

and corporate reporting

Nomination Committee

— Continued focus on Board and Executive Committee succession

— Continued focus on ensuring future changes to the Board are

appropriately managed to facilitate an orderly refreshing of the

Board and avoid the possibility of several Directors stepping

down in quick succession

— Continue to ensure there is a diverse talent pipeline

Remuneration Committee

— Simplification and further improvements to the quality of the

information received

Risk Committee

— Continued focus on sustainability and climate-related risks

— Continued focus on cyber risks, move to the cloud and

technology risks

2021 Effectiveness Review

The 2021 Effectiveness Review identified areas where the Board considered focus would be needed during 2022. These are summarised below,

together with the resulting actions taken in 2022.

Area Description Summary of actions taken

Future

Board

composition

Ensuring the Board contains the appropriate

mix of skills and experience

— Appointment of William Vereker and Scott Guthrie; their skills and experiences

include understanding the markets in which LSEG competes and technological

expertise, respectively

Stakeholder

oversight

Continue to seek additional opportunities

for the Board to be provided with the views

of shareholders and customers

— Regular updates on shareholder engagement and views

— Makinson Cowell investor perception study

— Customer briefings and a customer meeting with a leading global asset manager

as part of Board visit to New York

— Board engagement/conversations with employees on a regional basis

Board

organisation

Continue to allocate Board time for training

and deep dives in particular on the Data &

Analytics division

— Deep dives throughout the year on various projects, including ad hoc meetings

to review the strategic partnership with Microsoft

Strategic

oversight

Continue to increase the Board’s focus on the

external influences and environment impacting

strategy, including in relation to customers,

competitors, sustainability, other emerging

external influences, and risks

— These matters were discussed at the Board strategy offsite

— The integration of the Refinitiv business has been a standing agenda item at

each of the scheduled Board meetings in 2022

— Competitor update provided to Board in Q2 2022

— Various deep dives and business briefings during Board visit to New York

People

and talent

Ensure continued focus on executive

succession planning

— Stronger engagement with executives throughout the year, including a practice

of inviting an Executive Committee member to attend and participate in each

Board meeting

Conflicts of interest

The Company’s Articles of Association allow the Board to authorise

conflicts of interest that may arise and to impose such limits or

conditions as it thinks fit. The Group has established procedures

whereby actual and potential conflicts of interest are regularly reviewed,

appropriate authorisation is sought prior to the appointment of any

new Director, and new conflicts are addressed appropriately.

The decision to authorise a conflict of interest can only be made by

non-conflicted Directors and, in making such decisions, the Directors

must act in a way they consider, in good faith, would be most likely to

promote the Company’s success.

Indemnities

Directors have the benefit of indemnity arrangements from the Company

in respect of liabilities incurred as a result of their office and execution

of their powers, duties and responsibilities. The Company maintained a

Directors’ and Officers’ liability insurance policy throughout the year.

This policy covers the Directors for any such liabilities in respect of

which they are not indemnified by the Company and, to the extent

to which it has indemnified the Directors, also covers the Company.

Neither the Company’s indemnity nor insurance provides cover for

a Director in the event that the Director is proved to have acted

fraudulently or dishonestly.

Corporate governance report continued

99 London Stock Exchange Group plc

Annual Report 2022

GOVERNANCE

Risk Management and Internal Control

The Board is responsible for ensuring the Group’s risk management

framework and internal control system is maintained and remains

effective. The internal control system ensures the quality and integrity

of internal and external financial reporting as well as operational, legal

and regulatory compliance. It prescribes the extent of the principal risks

the Group is willing to take to achieve its long-term strategy.

The system of internal controls is designed to facilitate the management

of the Group and its businesses within the Board’s risk appetite rather

than eliminate the risk of failure to achieve the Group’s objectives,

and can only provide reasonable, but not absolute, assurance against

material misstatements. The Board remains committed to operating

within a strong internal control system, with a view to continuously

maturing, embedding, and optimising enhanced risk management

throughout the Group.

The Board delegates some of its responsibilities to the Audit Committee

and Risk Committee.

The Audit Committee regularly works alongside the Risk Committee to

monitor the adequacy and effectiveness of the Company’s internal

control systems and risk management systems. The Audit Committee

reports regularly to the Board on its activities. In 2022, the Audit

Committee reviewed the Group’s proposals to comply with the UK

Government’s Corporate Governance and Audit reforms and advised

on the Group’s principal risks, in relation to its financial position during

the reporting period. Further details on the activities of the Audit

Committee, can be found on pages 105 to 110.

The Risk Committee assists the Board in fulfilling its responsibilities

by advising on risk strategy and overseeing the development,

implementation, and maintenance of the Group’s Enterprise Risk

Management Framework (ERMF) and the Group Risk Appetite statement.

The Risk Committee reports regularly to the Board on its activities.

Further details on the activities of the Risk Committee can be found

on pages 111 to 112.

A summary of some of the Group’s risk management and internal control

procedures are listed below:

Enterprise Risk Management Framework

The Board annually approves the Group’s ERMF. The ERMF sets out a

standard approach for managing risk across the Group. It ensures that

all risks are adequately understood and managed across all levels of

the Group. Further details on the ERMF can be found in the principal

risks and uncertainties section from page 74.

Risk Appetite Statement

The Risk Committee approved the Group Risk Appetite statement which

outlines the key concepts of risk appetite and risk tolerance that the

Group will accept in pursuit of its strategic objectives. It is determined in

line with the Group’s strategy. The Group Risk Appetite statement allows

management to understand the potential risks associated with strategic

and operational decisions, assess whether the risk return on capital is

acceptable, and put in place mitigating actions to reduce risks to

acceptable levels. It maintains the correct balance between risks and

rewards, thus ensuring the Group remains more resilient by taking better

informed decisions.

Financial Control Framework

LSEG has established a Financial Control Framework (FCF) that sets

out to develop and maintain a robust financial control environment, that

mitigates the risk of material financial misstatement, and helps protect

the Group against financial fraud. The FCF seeks to enhance and align

the control environment within the Group and will be of pivotal

importance in ensuring that the Group is compliant with the potential

future requirements of the UK Government’s Audit and Corporate

Governance reform. The FCF aims to ensure clear links between the

Group’s financial reporting risks and the associated processes and

controls, making sure these are tested and appropriately documented.

The FCF is also focused on ensuring the right culture and training is in

place to support a risk-first mindset. The Audit Committee receives

regular updates on the progress being made to enhance the FCF.

Financial Reporting Controls

The Group’s financial reporting process is facilitated using accounting

policies and reporting formats, and is supported by guidance issued

to all reporting entities within the Group, in advance of each reporting

period end. Management is responsible for the maintenance of the

control environment for financial reporting and ensuring policies and

procedures exist around the maintenance of records. The submission

of financial reports from each reporting entity is subject to a rigorous

review. Management must provide assurance regarding the reliability

and accuracy of the Group’s financial reports. The Audit Committee

reviews the application of the Group’s accounting policies as well as

significant accounting judgements and estimates. It also reviews the

externally reported interim and full-year results and satisfies itself that

these are fair, balanced and understandable.

Internal Audit

The Board, together with the Audit Committee, is responsible for

ensuring the independence and effectiveness of the Internal Audit

function. Internal Audit’s primary function is to provide independent and

objective assurance to the Board, the Audit Committee and executive

management on the adequacy and effectiveness of the Group’s system

of internal controls. The Internal Audit function provides opinion and

challenge on the control environment, and provides assurance over

the Group’s ERMF which supports managing risks to within appetite

and achieving the Group’s long-term strategic objectives. Throughout

2022, the Internal Audit function performed a programme of assurance

over key risks applicable to the Group as well as audits required

by regulation. Thereby, Internal Audit assured the adequacy and

effectiveness of the Group’s framework of governance, risk

management and controls. To ensure independence, the Internal

Audit function sits within the third line of defence in the Group’s risk

control structure and has no operational responsibilities for the legal

entities or processes which it reviews.

The independence of the Internal Audit function from executive

management is ensured through the following measures:

— The Chief Internal Auditor reports directly to the Chair of the

Audit Committee and has direct access to the Chair of the Board.

For administrative matters she has a secondary reporting line to

the Chief Executive Officer (CEO)

— The Chair of the Audit Committee and CEO jointly assess the

performance of the Chief Internal Auditor

— The Audit Committee approves the Internal Audit Charter and

annual budget

Further details on the Internal Audit function can be found in the

internal audit charter which is available on the Group’s website at

https://www.lseg.com/en/about-us/corporate-governance

Corporate governance report continued

London Stock Exchange Group plc

Annual Report 2022

100

Policy Governance Framework

The Group is committed to operating within a strong control

environment. LSEG has a Policy Governance Framework (PGF) which

details the internal governance for all Group policies. The PGF outlines

the development, maintenance, implementation, and compliance of

all Group policies. It details how various risks in Group policies are

addressed and ensures all Group policies comply with the PGF. During

2022, a review of the PGF was completed, to ensure it remained in line

with best practice. The updated PGF was approved by the Board and

Risk Committee.

Management Structure/Delegation of Authority

The Group operates a matrix structure designed to optimise resource

allocation and organisational capacity. Subject to the Schedule of

Matters Reserved for the Board, the Board has delegated the day-to-day

running of the Group to the CEO. The CEO is supported by the Group

Executive Committee (ExCo), which is designed to ensure open

challenge and support effective decision-making. Each ExCo member

is accountable for a key operating division, business area or function.

The ExCo meets regularly to assist the CEO in exercising his authority

with material matters which have strategic, cross-business area or

Group-wide implications. Delegation from the Board requires ExCo

members to maintain responsibility and sustain a control environment

that is appropriate to their division, business area or function.

The ExCo has established sub-committees, the Financial, Investment &

Capital Committee (FICC) and the Executive Risk Committee (ERC). The

remit of the FICC is wide ranging and includes reviewing the Group’s

financial reporting process, reviewing the financial and legal implications

of Group contracts, approving changes to the Group’s corporate

structure, an annual review of the Group’s overall tax governance

policy and monitoring of the Group’s intragroup lending arrangements.

The ERC oversees matters such as risk culture, risk profile oversight,

risk policy oversight, risk appetite and risk disclosures and reporting.

The Board is satisfied that the operation and effectiveness of the

Group’s system of internal controls throughout 2022 and until the date

of approval of the Annual Report, are sufficiently robust. A thorough

assessment of the principal risks facing the Group, including those that

would threaten its business model, future performance, and liquidity,

have been carried out during the year. Necessary actions have been

or are being taken to remedy any control issues identified during these

reviews. The Board concluded that the Group’s risk management

arrangements are adequate to provide assurance that the risk

management systems put in place are suitable with regard to the

Group’s risk profile and long-term strategic objectives. The Board

will continue to consider further enhancements to its risk management

and internal control system, to ensure it complies with regulatory and

legal developments and changes to the external environment.

Further information

Further detail on the Group’s risk management and an overview of the

principal risks and uncertainties (including a summary of emerging risks)

of the Group is provided on pages 74 to 84.

Corporate governance report continued

101 London Stock Exchange Group plc

Annual Report 2022

GOVERNANCE

Throughout the financial year ended 31 December 2022 and to the date of this report, London Stock Exchange Group plc has complied with all

principles of the Code, and complied with all provisions of the Code, except for provision 20. Provision 20 of the Code states that companies should

generally use open advertising and/or an external search consultancy for the appointment of the Chair and Non-Executive Directors. Scott Guthrie

was appointed in connection with the strategic partnership between Microsoft and LSEG. For further detail on appointments to the Board see the

report of the Nomination Committee on page 102.

The Code is publicly available at the website of the UK Financial Reporting Council at www.frc.org.uk. Details of how the principles of the Code

have been applied can be found throughout this Corporate Governance Report, the Strategic Report, and the Committee reports. The following

table outlines where narrative on the principles is positioned throughout the Annual Report:

Section Heading

Page

Number

1. Board leadership and company purpose

A. Leadership, long-term sustainable success, generating value for shareholders and

contributing to wider society Corporate governance report 94

B. Company purpose, values, and strategy Our purpose and strategy 30-35, 94

C. Resources and prudent and effective controls Corporate governance report 94, 99

D. Effective engagement with stakeholders Board engagement with stakeholders 64-69

E. Workforce policies and practices Our culture 60-63

2. Division of responsibilities

F. Leadership of the Board Corporate governance report 94, 95

G. Board composition and clear division of responsibilities Corporate governance report 94, 96

H. Role and time commitment of non-executive directors Corporate governance report 103

I. Policies, processes, information, time and resources, and support of the Company Secretary Corporate governance report 94, 97

3. Composition, succession, and evaluation

J. Board appointment process and effective succession planning Report of the Nomination Committee 102, 103

K. Board and committee skills, experience and knowledge Report of the Nomination Committee 102

L. Annual board and individual director evaluation Corporate governance report 97, 98

4. Audit, risk, and internal control

M. Independence and effectiveness of internal and external audit function Report of the Audit Committee 108

N. Fair, balanced and understandable assessment of company’s position and prospects Report of the Audit Committee 85, 147

O. Procedures to manage risk, oversee internal control framework and determine nature

and extent of principal risks

Principal risks and uncertainties,

Corporate governance report

74-84,

99, 100

5. Remuneration

P. Remuneration policies and practices Report of the Remuneration Committee 113, 119

Q. Procedure for developing policy on executive, director, and senior management remuneration Report of the Remuneration Committee 119

R. Independent judgement and discretion in remuneration outcomes Report of the Remuneration Committee 113-115

Complying with the provisions

of the Code

London Stock Exchange Group plc

Annual Report 2022

Don Robert

Chair of the Nomination Committee

Key areas of focus for the

Committee in the year were

Board composition, succession

planning and the appointments

of William Vereker and Scott

Guthrie to the Board.

This report describes the work of the Committee.

2022 Priorities

The priorities set by the Committee at the start of the year were:

1. Continue to keep Executive Committee succession planning

under review;

2. Ensure that the balance of Board skills is appropriate to lead

the Group; and

3. Support the Group’s aim for increased diversity.

Composition and meetings

The Committee’s membership is composed of all of the Non-Executive

Directors. Structuring the membership in this way enables Non-

Executive Directors to participate in all discussions relating to Board

composition and succession planning, reflecting the importance placed

by LSEG and the Code on these areas. The names and biographies of

the Non-Executive Directors who sit on this Committee can be found

on pages 90 to 93 of this report.

The Group Company Secretary is the Secretary to the Committee and

attends all meetings. The Group Chief Executive Officer, Chief People

Officer and external advisers attend where requested by the Committee.

Committee purpose and responsibilities

The Nomination Committee is responsible for monitoring the balance of

skills, knowledge, and experience as well as the diversity of the Board.

It is also responsible for making recommendations of new appointments

to the Board and overseeing Board and senior management succession

planning. Further details on the responsibilities of the Nomination

Committee can be found in the Committee’s terms of reference

which are reviewed annually and available on the Group’s website at:

https://www.lseg.com/en/about-us/corporate-governance

The Committee met twice during the year and, in addition, Committee

members also met with director and senior management candidates.

I am pleased to confirm that the Committee’s priorities have been met,

as described in this report.

Key activities in the year

Board succession planning and Board appointments

During the year, the Committee reviewed the structure, size and

composition of the Board and its Committees, to ensure critical skills and

experience were refreshed. In carrying out its review, the Committee

took account of recent and likely future Board changes, Board expertise,

diversity and tenure. This review helped the Committee to identify Board

succession requirements.

Board appointments

Appointments to the Board are subject to a formal, rigorous, and

transparent procedure described below:

New Board appointments

The Board recognises the need to regularly refresh the balance of

skills, tenure and diversity on the Board. Jacques Aigrain stepped

down from the Board following the Annual General Meeting in April

2022, having served almost nine years on the Board. Following his

departure, the Board sought to find a candidate with financial expertise,

strong experience in capital markets and investments, and knowledge

of the international landscape within which the Company operates.

In accordance with the terms of the Relationship Agreement, Erin Brown,

representative of Thomson Reuters, will step down from the Board on

17 March 2023.

Report of the

Nomination Committee

102

London Stock Exchange Group plc

Annual Report 2022

GOVERNANCE

103

The Committee reviewed and approved an outline brief and role

specification, and appointed MWM Consulting, an external search

consultancy, which is a signatory to the Enhanced Voluntary Code of

Conduct for executive search firms, to assist in the search for a new

independent Non-Executive Director. The search firm was specifically

instructed to produce a diverse list of candidates for consideration.

Shortlisted candidates were then interviewed by several Committee

members and the Group CEO. Having interviewed the shortlisted

candidates, the Nomination Committee recommended, and the

Board approved, the appointment of William Vereker to the Board,

with effect from 3 October 2022. William joined the joined the

Nomination, Remuneration and Risk Committees.

William has significant experience in capital markets, investment,

strategy, and M&A, having worked in senior roles for UBS, Nomura,

Lehman Brothers and Morgan Stanley. William’s biography can be

found on page 93.

On 12 December 2022, the Company announced a 10-year strategic

partnership with Microsoft. As part of the partnership, it was agreed

that Scott Guthrie, Microsoft’s Executive Vice President, Cloud and

AI Group, would be appointed to the Board as a Non-Executive Director.

Scott joined the Board on 1 February 2023. Scott brings a wealth of

experience in technology, gained over a 25-year career at Microsoft,

which will help the Company navigate its journey to the cloud and with

other technological advances. Scott’s appointment will also strengthen

the partnership between the Company and Microsoft, which, from 30

January 2023, holds a 4.2% equity stake in the Company. A shortlist

of proposed candidates were interviewed by the Chairman. Based

on Scott’s skills, experience and track record as a senior leader at

Microsoft, the Nomination Committee made a recommendation to the

Board for Scott’s appointment, which was subsequently approved.

Executive Committee succession planning

During the year, the Committee, with the Group Chief Executive Officer,

discussed the succession plans for the CEO and the Executive

Committee including ensuring there was the appropriate mix of skills,

experience and diversity, as well as seeking to ensure a pipeline of

talent for executive succession. As described in the Executive

management team section on pages 8 and 9, Andrea Remyn Stone

stepped down from her role as Group Head, Data & Analytics in June.

David Schwimmer agreed to lead the Data & Analytics division until a

successor is identified.

In October 2022, it was announced that Tim Jones, Chief People

Officer, would leave the Group in Q1 2023. Erica Bourne has been

appointed as Chief People Officer with effect from January 2023.

Erica joins us from Burberry Group where she spent the last four years

leading the People function.

The Group Executive Committee is formed of individuals from a diverse

range of backgrounds. 40% of the Executive Committee members are

female, and the Group is committed to seeking broader diversity in our

leadership with the aim of having more representation from different

ethnic and other backgrounds. The Group committed to ethnic diversity

representation at 20% by the end of 2023 and 25% by the end of 2025

for senior leadership.

The names and biographies for the Group Executive Committee can be

found on page 9 of this report.

Time commitment

The Committee reviews the time commitments of the Directors and

approves any significant external appointments being undertaken by

the Directors. During the year, the Committee reviewed the additional

external appointments of myself, Kathleen DeRose and Cressida

Hogg. The Committee and/or the Board agreed that the proposed

appointments at Keywords Studios plc, Experian plc and BAE Systems

plc, respectively, would not create any material conflict of interest, and

all Directors had confirmed that they would have sufficient time to

undertake these new roles in addition to existing commitments.

Board effectiveness

The results of the 2022 Board effectiveness review are described on

pages 97. Ensuring the skills and experience on the Board were of the

appropriate mix was a focus for 2022, and this is reflected in the work

of the Nomination Committee. This year’s results and agreed areas of

focus for the Board are described on pages 97 and 98. The Board

will ensure that these focus areas are acted on to further improve

Board performance.

Diversity & Inclusion

The Board’s membership reflects a wide range of skills and business

experience, drawn from a number of industries, which is critical for

bringing both the expertise required and to enable different

perspectives to be brought to Board discussions. The combination of

these factors means that the Board benefits from a diverse range of

competencies, perspectives, and thoughts, providing an ability to

challenge on strategic issues and a dynamic environment for

decision-making.

This year, the Board reviewed and approved an updated Board

Diversity Policy which outlines the importance of diversity of gender,

social and ethnic backgrounds, and of cognitive and personal strengths

to the Board. The Policy is available on the Group website at https://

www.lseg.com/en/about-us/corporate-governance. At the end of 2022,

female representation on the Board was over 40%. The Board is also

pleased to confirm that it has met the Parker Review recommendations,

and includes two directors from minority ethnic backgrounds. Our CFO

and Senior Independent Director, who were appointed into those roles

in November 2020 and August 2021, respectively, are both women.

The Board will continue to seek to ensure that these goals are met in

the longer term.

Report of the Nomination Committee report continued

London Stock Exchange Group plc

Annual Report 2022

104

Appointments and succession plans are based on merit and objective

criteria. Other than appointments covered under the Relationship

Agreement and the partnership with Microsoft, the Company uses

external search consultancies when making appointments to key

positions. These firms are required to provide a diverse list of

candidates for senior roles. In particular, the Board’s succession

and appointment approach aims to secure balanced and diverse

shortlists for new appointments.

The Group was an early signatory of HM Treasury’s Women in

Finance Charter in the UK and sought to meet the stretch goal of

reaching 40% female representation in our senior leadership population

by the end of 2022, which we have met. We also set ourselves a goal

of 20% of senior leaders from racial and ethnic diversity groups by the

end of 2023, and 25% by the end of 2025, which we are making

progress towards.

In 2022, we expanded the population measured by diversity goals to

the next level of leadership which is defined as our Group Directors.

We are working towards 40% women in Group Director roles by the

end of 2027 and 25% underrepresented groups in Group Director roles

by the end of 2027. In 2023, we are working on providing more clarity

around our ethnicity disclosures to ensure our goals are representative

of our growing employee and customer base and are useful measures

of our progress.

LSEG is a Valuable 500 Iconic Leader company, a collective of 500

CEOs and their companies, innovating together for disability inclusion.

For further information on senior leadership gender and ethnicity

representation please see our culture section on page 60.

2023 areas of focus

The priorities set by the Committee for 2023 are:

1. Continue to ensure a diverse talent pipeline

2. Review succession plans for Non-Executive Directors to ensure

that future changes are appropriately managed to avoid several

Directors stepping down in quick succession

3. Continue to keep Executive Committee succession planning

under review

Committee effectiveness

The Committee’s effectiveness was assessed as part of the 2022 Board

and Committee effectiveness review, facilitated externally by Jan Hall

of No 4. Further details can be found in the Governance section of this

report on page 97. The result of the review was that the Committee is

performing well and operating effectively.

Board appointments: use of external search consultants

An external search consultancy, MWM Consulting, supported the Board

on the appointment of William Vereker. MWM Consulting does not have

any additional connection with LSEG. The Company did not use an

external search consultancy for the appointment of Scott Guthrie as he

is a representative of Microsoft Corporation.

Don Robert

Chair

14 March 2023

Goal achieved for women in senior leadership roles 2022

40%

Report of the Nomination Committee report continued

London Stock Exchange Group plc

Annual Report 2022

GOVERNANCE

Dominic Blakemore

Chair of the Audit Committee

This year the Committee

led a comprehensive external

audit tender process, reviewed

the progress on further

strengthening the Internal Audit

function and assessed the

Group’s preparation for the UK’s

upcoming Audit and Corporate

Governance reform

Committee role and responsibilities

The Audit Committee assists the Board in overseeing and monitoring

financial reporting (including climate-related financial disclosures),

internal controls systems and risk management systems.

The key responsibilities of the Committee are:

— Monitoring the integrity of the financial statements

— Reviewing significant financial reporting matters and

accounting policies

— Assessing the effectiveness of the Group’s internal control and

risk management systems (along with the Risk Committee)

— Monitoring and reviewing the effectiveness of the Group’s Internal

Audit function, including its scope of work and findings, and

ensuring that it has adequate resources and appropriate access

to information to perform its duties effectively and independently

from executive management

— Overseeing the relationship with the external auditor, including

monitoring their objectivity and independence, approving the annual

audit plan and reviewing external audit findings

— Approving the external audit fees, monitoring non-audit fees paid to

the external auditor and ensuring that the external audit is put out to

tender on a periodic basis

Further details on the functions and responsibilities of the Committee

can be found in the Committee’s terms of reference which are reviewed

annually and are available from the Group Company Secretary or in the

corporate governance section of the Group’s website at: www.lseg.com/

en/about-us/corporate-governance.

This report considers how the Committee has fulfilled its responsibilities

during the year.

Committee membership and attendance

The Committee comprises four (2021: four) independent Non-Executive

Directors. Tsega Gebreyes was appointed as a Committee member

on 3 October 2022, whilst Jacques Aigrain left the Committee and the

Board on 27 April 2022. All other Committee members have been in

place for the full year. There were four meetings of the Committee

during the year.

The skills and experience of each Committee member are provided in

the Board of Directors section on pages 90 to 93. The UK Corporate

Governance Code (the Code) requires that at least one member of the

Committee should have recent and relevant financial experience and

that members shall have competence relevant to the sector in which the

company operates. The Committee members have a wide range of

experience. The Chair of the Committee, Dominic Blakemore, is a

qualified chartered accountant with a career in a variety of senior

finance roles. The Chairs of the Audit and Risk Committees each sit

on both Committees, which makes sure that issues relevant to both

Committees are identified and managed.

The Committee’s effectiveness was assessed as part of the 2022

Board effectiveness review. More details on the Committee’s

effectiveness review can be found in the Governance section of this

report on pages 97 and 98.

Report of the

Audit Committee

105

London Stock Exchange Group plc

Annual Report 2022

106

Report of the Audit Committee report continued

The Group Chair, Group Chief Executive Officer, Group Chief Financial

Officer, Group Financial Controller, Group Chief Risk Officer, Group Chief

Internal Auditor, and representatives of the external auditor, EY LLP (EY),

are all regular attendees at Committee meetings. Other members of

management may also be invited to present specific matters. The Group

Company Secretary is the Secretary to the Committee.

In addition to formal meetings, the Chair of the Committee and some

Committee members met with senior management during the year.

The Chair of the Committee also meets separately with the external

auditor, as required, ahead of each meeting.

Activities during the year

Below we set out the main work undertaken by the Audit

Committee covering:

1. Financial reporting

2. Internal controls, internal audit and risk management

3. Oversight of the external auditor

4. Other activities in the year

1. Financial reporting

Significant accounting judgements, estimates and assumptions and

matters related to the financial statements

The Committee reviewed, discussed, and approved the half-year

and full-year financial results, significant accounting judgements and

estimates, and the adequacy of disclosures. These are set out below,

the first four of which are also identified as key audit matters by the

external auditor.

Matter considered How the Committee addressed the matter

Acquisitions of GDC, MayStreet, TORA and Quantile

During 2022, the Group completed four material acquisitions. This required

the valuation of acquired tangible and intangible assets, including customer

relationships, trade names and goodwill. The fair value of acquired

intangible assets and resulting goodwill recognised on acquisition are

subject to significant estimates of:

— Future performance of the acquired business (e.g. forecast revenue,

expected revenue attrition, forecast operating margin)

— Any contributory assets charges

— Rate of return required to determine an appropriate discount rate

(in order to calculate the net present value of the assets acquired)

The Committee reviewed the acquisition accounting for each material

acquisition, including:

— Determination of the consideration paid

— Assessment of arrangements for any contingent payments

— Identification and valuation of acquired net assets with a particular focus

on acquired intangible assets

— Assessment of the resulting goodwill

— Alignment of accounting policies to LSEG

The Committee satisfied itself that goodwill and purchased intangibles had

been recognised appropriately.

See note 12 to the financial statements on pages 186 to 189.

Impairment assessment of goodwill and acquired intangibles

The Group carries significant amounts of goodwill and acquired intangible

assets on its balance sheet. In line with IAS 36 Impairment of Assets,

these are assessed for impairment:

— Annually for goodwill allocated to the Group’s cash-generating

units (CGUs)

— When there are indicators of impairment of acquired intangible assets

Impairment tests are based on value-in-use calculations which require

significant estimates over:

— Future performance

— Growth rates

— Discount rates

The Committee considered the approach and methodology to performing

the detailed annual goodwill impairment assessment as well as the indicators

of impairment of other purchased intangible assets. This included reviewing

key assumptions:

— Cash flow expectations

— Short- and long-term growth rates

— Discount rates used for the Group’s cost of capital

Given the significant changes in inflation and interest rates during the year,

the Committee was particularly focused on the growth rate assumptions

and the discount rates used and approved a revised methodology for

considering the growth profile of the CGUs. The Committee also

recommended the inclusion of additional sensitivity analysis in the

Annual Report and Accounts.

See note 14 to the financial statements on pages 191 to 195 for details of the

impairment review.

Capitalisation and subsequent impairment of internally

developed software

The Group continues to develop and capitalise significant levels of

software. The capitalisation of software development costs involves

management judgement against criteria set in IAS 38 Intangible Assets.

The Committee reviewed the methodology used to capitalise software

development costs and satisfied itself that it was adequate and in conformity

with IFRS.

The Committee also considered possible indicators of impairment for

significant internally developed software. The Group recognised an

£11 million impairment charge in relation to software assets.

Revenue recognition

The Group generates revenue from a variety of sources that are material

in size and volume. Judgements are applied to the timing of revenue

recognition and year-end revenue accruals, particularly across Refinitiv

subscription revenues, Capital Markets trading fees and FTSE Russell

revenue accruals.

The Committee was satisfied that sufficient analysis had been performed

in this area to conclude that revenue has been recognised appropriately

and that there is no evidence that any manipulation of revenues has

taken place.

The Committee also reviewed the significance of judgements applied and

assessed any necessary disclosure requirements. It was concluded that

no judgement on revenue recognition required individual disclosure in the

Annual Report and Accounts.

107 London Stock Exchange Group plc

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GOVERNANCE

Matter considered How the Committee addressed the matter

Disposal of BETA

On 1 July 2022, the Group sold BETA for a total cash consideration of

$1.1 billion (£0.9 billion), realising a profit on disposal of £0.5 billion.

The calculated gain on disposal is dependent on the identification and

measurement of the net assets disposed.

In addition, BETA was deemed to be a discontinued operation as it

represented a separate major line of business. Its results have therefore

been excluded from the continuing results of the Group.

The Committee considered and endorsed the treatment of BETA as a

discontinued operation within the Group’s results. In addition, the Committee

reviewed the calculation of the gain on disposal.

See note 13 to the financial statements on pages 189 to 191.

Uncertain tax positions

The Group is subject to taxation in the many countries in which it

operates. There are five main ongoing tax assessments for which the

Group has used guidance under IFRIC 23 Uncertainty over Income Tax

Treatments to determine the possible outcomes, and any related

obligations, and to assign a probability to each of those outcomes:

— EU State Aid

— US Internal Revenue Service (IRS) Audit

— Russian tax audit

— Valuation of certain Refinitiv intellectual property

— Diverted Profits Tax to Thomson Reuters

The Committee reviewed the main areas at each Committee meeting

with a particular focus on the in-year developments below.

— EU State Aid: The Committee discussed the Group’s appeal to the

EU Court of Justice to set aside the EU General Court’s judgement in

June 2022 in respect of petitions to annul the EU Commission’s findings

in 2019 that the UK had breached EU State Aid rules with regards to

its CFC exemption known as the Finance Company Partial Exemption.

— IRS Audit: The Committee has assessed the financial reporting

implications of the Group’s ongoing discussions with the IRS in relation

to the funding structure within its US subsidiaries.

— Russian tax audit: The Committee discussed the audit by the Russian

Tax Authorities for the period 2018-2020, which could result in

additional taxes being paid locally.

The Audit Committee determined that the provisions and disclosure for

these matters are appropriate.

See note 8 to the financial statements on pages 179 to 182 for details of

the uncertain tax positions.

Non-underlying items/alternative performance measures

The Group separately identifies results before non-underlying items

(these are referred to as “adjusted”). The Group uses its judgement to

classify items as non-underlying (see note 6 to the financial statements).

The Committee discussed and agreed on the classification of non-

underlying items in the financial statements for the year, which the

Committee acknowledges is a significant judgement in the financial

statements. In particular, the Committee discussed the nature and

amounts of:

— Transaction costs

— Integration costs

— Restructuring costs

— Amortisation of purchased intangibles, mainly linked to the acquisition

of Refinitiv in 2021

— Gain on and costs associated with the disposal of BETA

The Committee discussed the quality of earnings in relation to the Group’s

adjusted operating profit.

The Committee approved a policy change for an increase in the materiality

threshold for non-underlying items, to be enacted for 2023.

See note 6 to the financial statements on pages 177 and 178.

2. Internal controls, internal audit and risk management

The Committee continued to exercise disciplined oversight of the

effectiveness of the Group’s internal controls and Internal Audit

function, in line with principles of the Code. It fulfilled its responsibilities

by reviewing and discussing regular reports from management,

the external auditor and the Internal Audit function including:

— Reports on compliance with the Code – internal controls

(including whistleblowing)

— Reports on the Group’s plan to comply with the UK Government’s

Audit and Corporate Governance reform

— Two progress updates on the programme to create a single

financial control framework

— Quarterly updates on internal audit delivery

— Regular updates on improvements to the Internal Audit function

— An annual report on the effectiveness of the Internal Audit function

at the first Committee meeting of the year

— The external audit management letter from EY. The letter highlighted

areas for improvement which were noted by the Committee for

follow-up

Report of the Audit Committee report continued

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Annual Report 2022

108

Report of the Audit Committee report continued

During the year, the Committee received an update on the Internal

Audit function, which included:

— The development of a refreshed target operating model to reflect

the enlarged business and global footprint. The Committee endorsed

the approach for building out the global audit function

— Internal Audit’s balanced scorecard

— The Results of Quality Assurance activities undertaken during

the year

Impact of acquisitions and disposals on the risk landscape

As a result of the acquisitions and disposals throughout the year,

the internal audit universe was updated to reflect the changed

organisation. As part of annual planning, an inherent risk assessment

was undertaken which, alongside regulatory requirements for

internal audit work, guided the audit plan for 2022 and, similarly, the

plan for 2023. Management is undertaking significant work to ensure

that the risk landscape is fully understood and that appropriate

controls are in place to mitigate risk to within the firm’s stated risk

appetite over time. This work will be supported by the Risk function

and by Internal Audit, both of whom are building out resources to

support the necessary oversight and assurance.

As regards the work of Internal Audit, the Committee:

— Approved changes to the audit plan throughout the year and

confirmed its support for the coverage model that provides the

independent assurance plan

— Approved the 2023 internal audit plan, internal audit budget and

resources for the Internal Audit function

— Reviewed the annual Internal Audit Opinion as well as themes/root

cause analysis arising from audit work performed

— Satisfied itself that management is closing actions within

reasonable timeframes

— Noted Internal Audit’s consideration of fraud risk in the annual

work programme

— Received an update on the enhancements being made to the

Speak-Up and whistleblowing protocols

The Committee undertook its annual review of, and approved,

the Internal Audit Charter.

The Internal Audit External Quality Assessment in February 2022,

performed by Deloitte LLP, concluded that LSEG Internal Audit

demonstrates general conformance (the highest rating) with relevant

standards and other criteria. The Assessment noted that there are areas

upon which Internal Audit should continue to focus. The Internal Audit

function developed an action plan to address these improvement

points. Actions are being completed in line with anticipated timescales.

The Committee obtained additional comfort by meeting with the Group

Chief Internal Auditor at each Committee meeting without executive

management present.

The activities of the Committee relating to internal controls enabled it to

satisfy itself that the Internal Audit function is independent, objective

and adequately staffed to perform its duties. In addition, the Committee

assessed the effectiveness of the Internal Audit function throughout the

year using qualitative and quantitative indicators including:

— Completeness of the audit plan

— Results of Quality Assurance activity over audit work (updated at least

once a year)

— Quality of the audit reports and the issues raised

— Root cause insights on the issues raised and feedback from executive

management on specific audits

— Key performance indicators such as the distribution of audit

ratings, percentage of past due actions and percentage of

self-identified issues

The Committee concluded that the Internal Audit function is both

independent and effective, in line with principle M of the Code.

In addition, the Committee (in conjunction with the Risk Committee)

relied on this assurance process throughout the year to recommend

to the Board that it could report to shareholders on the effectiveness

of the Group’s internal control system and risk management systems.

This assurance satisfies principle O of the Code. The Board statement

can be found on page 99.

3. Oversight of the external auditor

The Committee approved the EY audit plan, the methodology used,

the scope of the audit, the risks, and areas of focus as well as the

materiality threshold for the Group and the threshold for reporting

unadjusted differences.

The Committee assessed the effectiveness of the external audit

process including the independence and quality of the Group’s external

auditor (EY) throughout the year in accordance with principle M of the

Code. The Committee relied on its own judgement supported by the

following evidence:

— A report from management on its own evaluation of the effectiveness

of the external auditor

— Reports from EY on the status of their 2022 plan and the results of

their work, as well as EY’s own assessment of their independence.

The external auditor’s reports were discussed at each Committee

meeting and their views and opinions used to challenge decisions

by the Group

— The separate meetings held with EY at each Committee meeting

without management being present

— The FRC’s 2021/22 Audit Quality Inspection results

In considering the independence of the external auditor, the Committee

was made aware of three non-audit tax advisory services which were

provided to certain entities within the Group by Deloitte USA, which

audited one of the Group’s subsidiaries. It was concluded that these

services were prohibited under the FRC’s Ethical Standard. EY placed

reliance on the work performed by this component audit firm.

The Committee reviewed the services provided and the additional

audit procedures performed by EY and concluded that the provision

of the services did not call into question the independence of the work

performed by the auditors. Appropriate safeguards were in place to

ensure that individuals who performed the services were not part of the

audit teams. Additional reviews of the component auditors’ work did not

identify any other areas concerning the independence of the audit.

Based on all evidence presented, the Committee satisfied itself that the

external audit has been conducted independently and effectively with

the appropriate rigour and level of testing.

EY were appointed as the Group’s external auditor in 2014. The lead

audit partner and other key partners identified are required to rotate

every five years. Other partners are required to rotate every seven

years. In light of the additional scale and complexity of the Group

following the acquisition of Refinitiv, Simon Michaelson was appointed

as lead audit partner during the year.

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GOVERNANCE

Audit tender

Legislation requires that public companies undertake a tender

process for external audit services every ten years. EY were

appointed as our auditors in 2014, meaning we have to undertake a

tender process ahead of our 2024 financial year. We decided to do

this in the first half of 2022 to provide enough time for an orderly

transition in the event we changed auditor.

The audit tender process was led by the Audit Committee Chair,

supported by a steering committee made up of Audit Committee

members and senior management. As well as consulting FRC and

other guidance, we asked our main institutional shareholders for

input and held discussions with companies that had gone through

an audit tender themselves.

Six firms were invited to participate, of which two were audit firms

outside of the ‘Big Four’. Three of the six firms declined to participate

and one further firm was deselected early in the process. The formal

process included:

— An extensive selection process (including obtaining references)

for the proposed Lead Audit Partners

— More than 40 meetings between the firms and management

— A number of meetings with, and formal presentations to, the

Audit Committee

— An assessment of the FRC’s Annual Audit Quality Inspection Results

— A scorecard across a range of criteria with results from more than

20 individuals

Firms were assessed over a number of areas including:

— Depth and breadth of capabilities

— Understanding of business and audit risks

— Audit quality

— Culture and people development

— Independence

Having considered the scoring criteria, key factors, input and

observations from the Selection Committee and the presentations

themselves, the Audit Committee recommended to the Board that

Deloitte LLP be appointed as the Group’s external auditor for the

financial period ending 31 December 2024. This will be subject to

shareholder approval and confirmation that Deloitte can satisfactorily

demonstrate its independence controls, particularly in light of the

issue mentioned above. For the year ending 31 December 2023,

the Committee has recommended to the Board that a resolution

for the reappointment of EY as the Group’s external auditor be

proposed to shareholders at the AGM in April 2023.

Report on external auditor’s fees and safeguards on

non-audit services

The Committee has a policy governing the engagement of the

external auditor to provide non-audit services, which is reviewed

on an annual basis.

The policy prohibits certain activities from being undertaken by the

external auditor such as: accounting/bookkeeping services; internal

auditing; certain tax and payroll services; executive recruitment;

remuneration services; and more generally any work which could

compromise their independence. The policy also places restrictions

on the employment of former employees of the external auditor.

Recognising that the external auditor may be best placed to undertake

certain work, the policy permits the provision of certain audit-related

services and certain non-audit services. During the year the policy was

amended to allow approval for any audit and non-audit services below

a £100k threshold to be delegated to the Group Chief Financial Officer.

Any such approvals are then reported to the Audit Committee at the

next meeting.

The Committee fully complied with the policy in the year. It reviewed

each of the appointments on their merits and considered management’s

assessment of:

— The threats to independence and objectivity resulting from the

provision of such services

— Whether other audit firms could undertake the work

— Whether there were any conflicts of interest for EY

— The quantum of non-audit fees in the context of the overall audit fee

A breakdown of audit and non-audit service fees paid and payable to

the external auditor for the year ended 31 December 2022 is provided

below and in note 29 to the financial statements.

Year ended 31 December

2022

£m

2021

£m

Services

Audit of parent and consolidated financial

statements 6 7

Audit of subsidiary companies 7 6

Non-audit services 1 1

Total 14 14

EY LLP provided non-audit services of £0.9 million; 7% of total fees

(2021: £1.2 million; 8% of total fees). This comprised of audit-related

assurance services of £0.7 million (2021: £0.8 million) and other

non-audit services of £0.2 million (2021: £0.4 million).

In each case, the Committee concluded that the appointment of EY

to perform certain services would not impair their independence and

represented the most effective, secure, and efficient way of obtaining

the necessary advice and services.

The Committee has complied with the relevant parts of the Competition

and Markets Authority Final Order on the statutory audit market for the

year ended 31 December 2022.

Report of the Audit Committee report continued

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110

4. Other matters

Going concern and long-term financial viability statement

The Directors are required to assess whether it is appropriate to

prepare the financial statements on a going concern basis and, in

accordance with the Code, provide a statement on the Group’s viability.

At its meeting in February 2023, the Committee reviewed the Group’s

forecasts and projections, taking into account reasonably possible

changes in trading performance. It confirmed that the going concern

basis in preparing the financial statements continues to be appropriate.

See page 147 of the Statement of Directors’ responsibilities for the

going concern statement. At the same meeting, the Committee also

considered the Group’s long-term viability with reference to the Group’s

current position and prospects, three-year business plan, risk appetite

and the expected impact of severe but plausible downside scenarios

on the business. See page 85 of the Strategic Report for the financial

viability statement.

Fair, balanced, and understandable (FBU) reporting

In line with principle N of the Code, the Committee satisfied itself

that the Annual Report is fair, balanced and understandable and has

presented its conclusions to the Board. The Committee assessed drafts

of the Annual Report including the financial statements and discussed

with management the process undertaken to ensure that the relevant

requirements were met. This process included:

— Independent reviews of the entire report by people not directly

involved in preparing the report

— Extensive review and verification processes by the appropriate

departments and senior managers to ensure the accuracy of

the content

— Consideration of the balance of disclosure between positive and

negative points on the Group’s performance in the year

See page 147 of the Statement of Directors’ responsibilities for the

fair, balanced and understandable statement.

Audit and Corporate Governance reform

The Committee received a number of updates on how the Group is

preparing for the UK Government’s Audit and Corporate Governance

reform. This included an assessment of the current financial control

landscape and the steps to be taken to make sure that the Group

develops a framework that is in line with leading companies.

The Committee reviewed the plans which include:

— Completing a fraud risk assessment

— Establishing governance and ownership of the Group’s Audit and

Assurance Policy

— The Group’s enterprise risk management framework and Operational

Resilience programmes

— A comprehensive financial risk assessment together with Design

Effectiveness Assessments of key financial processes and controls

— Steps being taken to improve control training and risk-awareness

Sustainability and Climate Risk reporting

During the year, the Committee discussed the Group’s disclosure

requirements regarding sustainability and climate change. The

Committee also reviewed the broader landscape for climate risk

reporting and the Group’s plans for ensuring it remains compliant with

future changes, including the amendments to the Companies Act 2006

that will be required for the financial year ended 31 December 2023.

Whistleblowing investigations

The Group’s whistleblowing policy provides a method of addressing

concerns while at the same time offering whistleblowers protection from

victimisation, harassment or disciplinary proceedings. During the year,

the Committee continued to closely monitor the effectiveness and

independence of the Speak-Up and whistleblowing arrangements of

the Group.

Areas of focus in 2023

— Assessing the Group’s readiness to comply with the UK Government’s

Audit and Corporate Governance reform and climate-related

disclosure requirements

— Reviewing the Group’s plan for implementing a leading Financial

Control Framework

— Receiving early and continuous understanding of the impact of the

Group’s acquisitions and disposals on financial and tax accounting,

and ensuring that the transactions are accurately represented in the

Group’s annual report and accounts

— Monitoring the Group’s uncertain tax positions

— Continuing to assess the impact of developments in accounting standards

— Receiving assurance that the internal control and risk management

environment remains robust

— Supporting the build-out of the Internal Audit function to enable

timely execution of the annual audit plan

Dominic Blakemore

Chair of the Audit Committee

14 March 2023

Report of the Audit Committee report continued

London Stock Exchange Group plc

Annual Report 2022

GOVERNANCE

Kathleen DeRose

Chair of the Risk Committee

Risk management is

fundamental to the successful

execution of our strategy

and to the resilience of our

operations. The Group

continues to support its key

markets and deliver stable and

resilient services that meet our

clients’ needs. The Group’s

risk culture, objectives, appetite,

governance and operations are

well established, underpinning

the whole organisation.

2022 priorities

In 2022, the Risk Committee continued to progress the established

vision for the risk culture of the Group, and assessed the risk profile

against the Group’s risk appetite, as well as performing targeted reviews

of the Group’s key risks. This included:

— Reviewing emerging geopolitical risks, challenging scenario analysis

and progress on remediations.

— Providing oversight on high focus topics such as cyber security,

platform security, technology risk and operational resilience.

— Continuing to promote risk awareness and transparency through

oversight of enhanced assessment and reporting.

— Reviewing and challenging all risks across the Group, including

review of key incidents and remediation activities.

— Providing oversight on the embedding of Enterprise Risk

Management Framework (ERMF) components.

Composition and meetings

The Committee comprises six independent Non-Executive Directors.

The skills and experience of each Committee member are provided in

the Board of Directors section on pages 90 to 93. Five of the six

Committee members have been in place for more than a year. William

Vereker was appointed as a Committee member on 3rd October 2022.

The Group Chair, Group Chief Executive, Group Chief Financial Officer,

Group Chief Risk Officer (CRO), and Group Chief Internal Auditor are all

standing attendees at Committee meetings. A member of the Company

Secretariat is the Secretary to the Committee. In addition to the standing

attendees, various other members of management are invited to

present specific matters relevant to the Committee’s remit.

The Board is satisfied that each member of the Committee has the skills

and experience necessary for the Committee to effectively discharge its

responsibilities. The Chairs of the Audit and Risk Committees each sit

on both Committees, which ensures appropriate identification and

management of issues relevant to both Committees.

During 2022, the Risk Committee held four regular meetings. In the

ordinary course of business, the Committee regularly reviews the

Group’s risk profile, risk appetite, and emerging risks. The CRO also

provides regular updates to the Chair throughout the year.

Purpose, responsibility, and terms of reference

The Committee has a role overseeing and advising the Board in relation

to current and potential future risk exposures and risk profile; and in

overseeing the effectiveness of risk management frameworks. The

Committee reviews the risk profile of the Group, and its divisions,

on a regular basis and comments on the adequacy of the processes

in place to identify, manage, mitigate, and report on key risks. It advises

the Board on the Group’s overall risk appetite, tolerance, and strategy,

and reviews the adequacy of the Enterprise Risk Management

Framework and its application to decision-making.

The Committee sets the criteria for the accurate and timely reporting of

material risks including regular reports on compliance for each regulated

entity. As part of this mandate, the Committee also regularly reviews

best practices for Enterprise Risk Management.

Further details on the functions and responsibilities of the Risk

Committee can be found in the Committee’s terms of reference which

are reviewed annually and available from the Group Company Secretary,

or in the corporate governance section of the Group’s website at:

www.lseg.com/en/about-us/corporate-governance.

Report of the

Risk Committee

111

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112

Summary of the key areas of focus

During the year, the Committee focused on programmes to embed the

Group risk management framework. The Committee paid particular

attention to ensure that key activities supported the vision of the Group

Risk function and enabled the fulfilment of the 2022 Group Strategic

Objectives. This included embedding of the operational resilience

framework, improving the technology environment and the ongoing

development of the Group’s risk culture and the framework for

identifying and managing sustainability-related risks. Given the focus

on Data & Analytics and Technology Risk, two deep dive sessions

were held where executives updated the Risk Committee:

— Management highlighted the key risk considerations within the

Data & Analytics business, focusing on the structural changes

needed to address foundational management and oversight of

wider operating plans.

— Management presented the Technology risk profile of the Group,

detailing the progress in the last 12 months and prioritisation of the

remediation activities.

In addition to the review and monitoring of the Group’s risk profile,

the Risk Committee’s priorities are:

— Continue to oversee the embedding of the Enterprise Risk

Management Framework across the Group and a strong risk culture.

— Continue to review and challenge the identification, management and

mitigation of risks across the Group.

— Oversight of existing and new emerging risks through the geopolitical

forecast and their impact on LSEG.

— Continue to provide oversight on developing and enhancing cyber

security and operational resilience.

Activities of the Committee

The Committee establishes formal agendas covering all responsibilities

delineated in the Committee’s terms of reference. During the year, the

Committee discharged these responsibilities with the following activities:

— Provided robust reviews of principal risks and of emerging risks with

a focus in 2022 on:

— Review and challenge of management’s assessment of the Group’s

risk profile, across both financial and non-financial risk, as well as

management’s mitigating actions.

— Review and challenge of the Group’s financial and operational

resilience, including the impact on the Group as a result of the

Ukraine/Russia conflict and enhancements to the Group’s

technology resilience.

— Monitoring of the cyber security framework and enhancement

programmes with a focus on the risk event management approach

across the Group.

— Using key risk indicators to monitor whether risks are being

managed within risk appetite.

— Overseeing the adequacy of Group financial resources and

monitoring of exposure limits.

— Reviewing detailed reports of the risk profiles of the Group’s

material businesses.

— Review and challenge of the Sustainability Risk Framework and

key risks.

— Monitored compliance with the Group risk management procedures

as described in the section on internal controls on page 99

which included:

— Reviewing regulatory compliance reports and the actions in place

to ensure ongoing compliance.

— Reviewing the adequacy of the Group’s Business Continuity

Management plans including read across and lessons

learned exercises.

— Reviewing and recommending to the Board the Group

Risk Appetite, including stress tests, and challenging the

scenario results.

Risk management function

The CRO leads and oversees all aspects of risk management for the

Group. He reports to the Chief Executive Officer, and also, to ensure

independence, to the Chair of the Risk Committee. The Committee

approves the CRO’s remit and ensures that the CRO has the

independence and resources necessary to perform his duty. Group

management consults with the Committee on the appointment and

dismissal of the Chief Risk Officer.

The Committee meets with the CRO without the presence of executive

management at each Committee meeting.

2023 priorities

In 2023, the Committee’s priorities include:

— Continued embedding of the Group’s Operational Resilience Programme.

— Continued review and monitoring of potential impacts from

macroeconomic and geopolitical events on the Group’s strategy

and business model.

— Enhancing further the approach to sustainability-related risks and

associated risk processes.

— Continued focus on technology remediation and enhancement of

the Cyber Security Framework.

Committee effectiveness

The Committee’s effectiveness was assessed as part of the 2022

Board and Committee effectiveness review. Further details can be

found in the Governance section of this report on pages 97 and 98.

The result of the review was that the Committee is performing well

and operating effectively.

Kathleen DeRose

Chair of the Risk Committee

14 March 2023

Report of the Risk Committee

London Stock Exchange Group plc

Annual Report 2022

GOVERNANCE

Contents

Chair’s statement pages 114 to 116

Remuneration at a glance pages 117 to 118

Remuneration Policy Report pages 119 to 126

Annual Report on Remuneration pages 127 to 141

Remuneration Committee members (as at 31 December 2022)

Meeting attendance

Cressida Hogg 4/4

Dr. Val Rahmani 4/4

Don Robert 4/4

William Vereker (appointed on 3 October 2022) 2/2

Purpose, responsibility and terms of reference

The Remuneration Committee is appointed by the Board and comprises

the Chair and three independent Non-Executive Directors. The

Committee’s remit includes the remuneration of the Chair of the

Group, Executive Directors and senior management, as well as

overseeing arrangements for all of our people.

Details of the Committee’s remit and activities are set out in this Report.

The Committee has written terms of reference which are available from

the Group Company Secretary or in the corporate governance section

of our website at https://www.lseg.com/en/sustainability-strategy.

Areas of focus

The Committee focused on the following areas during a busy year:

2023 Remuneration Policy review

2022 remuneration outcomes and awards, including 2022 bonus,

vesting of 2020 LTIP awards and granting of 2022 LTIP awards

Remuneration approach for 2023, including the approach to 2023

bonus and 2023 LTIP awards, and review of Executive Director

salaries and Non-Executive Director fees

Succession planning

Pay Equity Study of all LSEG’s c.24,000 employees across 65 countries

Cressida Hogg

Chair of the Remuneration Committee

Our remuneration

arrangements provide strong

alignment between executive

pay and shareholders’ long-

term interests and continue

to conform to evolving

best practice in corporate

governance. We will continue

to ensure our policy focuses

on securing, retaining and

rewarding the best talent in

a competitive global market.

Directors’ Remuneration

Report

Our Pay Equity Report can be found at:

www.lseg.com/en/sustainability-

strategy/disclosures-and-reports

113

London Stock Exchange Group plc

Annual Report 2022

114

Directors’ Remuneration Report continued

On behalf of the Board, I am pleased to present the Directors’

Remuneration Report for the financial year ended 31 December 2022,

which includes our Remuneration Policy Report and the Annual Report

on Remuneration.

Remuneration Policy

LSEG’s Remuneration Policy was approved by shareholders at

the 2020 AGM and is therefore up for renewal at the 2023 AGM.

During the year, the Committee undertook a comprehensive review

of the policy. Overall, we believe the policy is operating well and as

intended, providing strong alignment between executive remuneration

and shareholders’ long-term interests, and continues to conform to

evolving best practice in corporate governance.

LSEG completed the acquisition of Refinitiv in January 2021 and

continues to exceed the three-year targets we set out at the time of

the announcement. We are delivering at the top of the 5-7% income

growth target range (excluding the impact of the Ukraine/Russia conflict);

our revenue synergies target has been raised from initial guidance;

we are delivering ahead of schedule on cost synergies; and adjusted

EPS rose by 16.7%. We have also recently announced a new strategic

partnership with Microsoft to develop LSEG’s data infrastructure using

the Microsoft Cloud and to jointly develop new products and services

for data and analytics. The deal significantly accelerates our strategy

towards becoming the world’s leading financial markets infrastructure,

data and analytics provider.

As we approach the end of the integration period for Refinitiv, and in

light of the very early stage of the strategic partnership, the Committee

has decided to retain the existing policy for a further year and present

a new policy to shareholders in 2024. During 2023, the Committee will

continue to review our executive remuneration arrangements to ensure

they remain fit for purpose and aligned to our strategic direction. This

policy will continue to focus on securing, retaining and rewarding the

best talent in a competitive global market.

We engaged with our major shareholders and advisory bodies to

gain their views and are grateful for the valuable feedback provided,

as they understood the rationale for the Committee’s approach.

ESG considerations

Our executives are incentivised to drive progress towards our

ESG goals through achievement of our Group Strategic Objectives,

comprising 40% of the annual bonus pool. For 2022, we introduced

a greater level of focus on ESG in our strategic objectives, with one

objective solely dedicated to sustainability. In addition, we have

enhanced the disclosure around our performance outturn against

strategic objectives.

Currently, given the nature of our business, we believe that progress

towards our ESG goals is best delivered through the achievement of

multiple strategic objectives that can be set annually according to

business priorities. The Committee therefore believes that including

ESG metrics within our annual bonus scheme is the most appropriate

approach at this time and aligned to our strategic ambition. We will

continue to review our ESG metrics and how we measure progress

against these within our remuneration framework to ensure they are

quantifiable and remain aligned to our strategy.

Performance in the year

In 2022, LSEG delivered a strong financial performance, with

continued revenue growth across our businesses despite an uncertain

macroeconomic environment and geopolitical turmoil. We continue to

successfully execute on our multi-year integration of Refinitiv, which is

proving transformational for the Group, and are well positioned for

further growth.

Highlights:

— Delivered 6.6% income growth

(excluding Ukraine/Russia conflict

impact) on a constant currency basis.

— Adjusted EPS rose by 16.7% reflecting the Group’s strong

cash generation.

— Delivered cost synergies ahead of schedule, with £297 million

run-rate achieved by the end of 2022, exceeding target of

£250 million.

— Delivered run-rate revenue synergies of £68 million by the end

of 2022, exceeding stated forecasts of £40-60 million.

— Commenced a new strategic partnership with Microsoft which

significantly accelerates our strategy.

— Completed the acquisitions of GDC, MayStreet and TORA within

our D&A division, and Quantile within our Post Trade division.

— LSEG became the first global exchange group to publish its own

Climate Transition Plan, which received the backing of 99% of our

shareholders at our 2022 AGM.

— Launched London Stock Exchange’s Voluntary Carbon Market,

a market innovation which will scale capital flows into climate change

mitigation and adaptation projects which create carbon credits.

2022 bonus outcomes for Executive Directors

Executive Directors are eligible to receive an annual bonus based on

meeting or exceeding bonus targets that are set at the beginning of the

year, looking at the Group’s financial performance, strategic objectives

and their personal contribution.

The Committee also receives input from the Risk Committee with regard

to performance related to risk culture (awareness, transparency and

accountability) when assessing remuneration decisions.

For FY2022 our Group AOP financial target was met and we have

outperformed against our strategic objectives. Examples of significant

achievements included exceeding our targets for growth and synergies

and the delivery of our 40% women in senior leadership target by end

of 2022.

As a result of the Group’s strong performance and the individual

contribution of the Executive Directors, the Committee determined that

the Executive Directors will be awarded bonuses of between 62% and

64% of their maximum opportunity.

Impact of the Refinitiv transaction on in-flight 2020 LTIP awards

Given the materiality of the Refinitiv acquisition and its impact on the

Group’s underlying financial metrics, it was necessary to reconsider the

calculation of the AEPS portion of the 2020 LTIP award. The Committee

believes that performance for in-flight LTIP awards should be measured

on a ‘like-for-like’ basis pre and post transaction and as such, it was

considered necessary to adjust the AEPS target ranges. To accomplish

this, the calculated actual AEPS growth was adjusted such that the

impact on earnings of the acquisition of Refinitiv and the disposal of

Borsa Italiana did not inappropriately affect the vesting.

STATEMENT BY THE CHAIR OF THE REMUNERATION COMMITTEE

1 Pro-forma total income excluding recoveries, constant currency growth rate excluding the deferred revenue adjustment.

115 London Stock Exchange Group plc

Annual Report 2022

GOVERNANCE

To reflect the Committee’s higher expectations regarding the future

growth profile of the combined entity, the revised AEPS target for

the 2020 LTIP combines a 6% to 12% CAGR range for the one year

pre-acquisition with an increased range of 8% to 18% CAGR for the

two years post-acquisition.

No changes have been made to the TSR targets.

2020 LTIP award outcomes

The AEPS element of the LTIP awards made in 2020 will vest at 100%

and the TSR element will vest at 56%. These vesting outcomes reflect

the delivery of significant value and reflects AEPS growth of 11% year on

year and 19% CAGR over the three-year performance period; and 4.3%

annualised TSR performance representing 4th decile performance

relative to the UK FTSE 100 peer group.

The Committee reviewed LSEG’s share price performance in

determining the extent to which the 2020 LTIP award should vest

and concluded that no windfall gains had occurred. At the time of

the grant of the 2020 LTIP award our share price had returned to

pre-pandemic levels.

Discretion in relation to incentive outcomes

The incentive outcomes above are reflective of overall Group financial

and strategic performance, and the Committee determined that no

discretion should be exercised to adjust the formulaic outcomes.

In determining these outcomes, the Committee considered whether

to adjust for the adverse financial impact of the Ukraine/Russia conflict

in 2022. However, the diverse nature of LSEG’s business, the strong

performance demonstrated across our divisions throughout the year

and revenue recovery initiatives have mitigated much of the income

loss. No discretion has therefore been exercised.

LTIP awards to be made in 2023

The Committee has given careful attention to the AEPS element of the

2023 grant (60%) and, considering internal and external forecasts, has

set the AEPS target at 6% to 11.5% CAGR, or 39% growth over the 3-year

performance period. Given the materially higher AEPS baseline and

considerable growth in the size of the Group, growth in AEPS CAGR will

now deliver far more value to investors than previous targets based on

a lower baseline. To achieve threshold vesting, in the region of £500m

additional AOP would be required, incremental to 2022. To achieve

maximum vesting, in excess of £1 billion of incremental AOP would be

required, equivalent to incremental income in the region of £2.6 billion,

relative to 2022.

For the TSR element (40%), the relative performance targets will

continue to range from median to upper quartile versus the UK FTSE

100 Index.

Salary review for Executive Directors

During the year, the Committee conducted its annual review of the base

salary levels of our Executive Directors.

Since Anna Manz joined the company in 2020, she has not received a

salary increase. Last year, despite strong performance, we determined

not to award an increase as Anna was only in the second year of her

role. However, we signalled in our Directors’ Remuneration Report

in 2022, that we would commit to keeping her salary and total

compensation under review alongside the continued success of the

company and the delivery of goals related to the Refinitiv transaction.

Anna joined LSEG from a CFO role at a smaller company at an

appropriate salary. Since she joined, LSEG has become a significantly

larger, more international and complex business. The Refinitiv

transaction completed in January 2021 and transformed the company

in terms of global breadth, complexity, business diversification and size,

and Anna has been key to the delivery of synergies ahead of schedule.

LSEG has also continued to grow with the acquisitions of GDC,

MayStreet, TORA and Quantile in 2022. This growth and transformation

of the business has greatly increased the scope, responsibilities and

complexity of the CFO role. In addition, Anna has been critical to the

commencement of the strategic partnership with Microsoft and will

continue to play a pivotal role in how this collaboration accelerates

LSEG’s growth and transformation plans.

She is now in her third year in the role and has consistently

demonstrated strong performance and has made a meaningful impact

at LSEG. Anna is a fully established and critical member of the

management team and the Group has demonstrated strong revenue

growth and a robust financial position.

Following a recent benchmarking exercise, it was clear to the

Committee that Anna’s salary and total compensation was significantly

lower than her peers in the FTSE 30 and was below the lower quartile.

The Board and Committee have a responsibility to retain the very best

talent and are committed to pay equity; such a significant gap to market

was considered inequitable.

Given the size, scope and complexity of the role, her strong

performance and development since joining the Group, and the relative

market positioning, the Committee has decided to award a 15% salary

increase to £750,000, effective 1 January 2023. This is the first salary

increase Anna has received since joining. Even after this increase,

Anna’s salary and total compensation will continue to be positioned

below the median of the FTSE 30.

The Committee is mindful of the sensitivity to large increases in

executive base pay levels, particularly in the context of current

cost-of-living pressures and average salary increases across the wider

workforce (9.15% cumulative for FY21-23 in the UK). However, we believe

the implementation of the increase for the CFO is appropriate for the

reasons described above. The Committee considered whether to

commit to keeping the CFO’s new salary unchanged for a certain time

period but determined that it would be imprudent in light of the current

uncertain macroeconomic climate and positioning relative to peers.

Shareholders were consulted on the proposed increase and were

broadly supportive given the underlying rationale.

No changes are proposed to the salary of the CEO. This will continue to

be reviewed.

Operation of 2023 bonus

The FY2023 Group bonus pool will continue to be determined based

on performance measures weighted 60% AOP and 40% strategic

deliverables, including key Group initiatives as well as personal and

divisional objectives. A high proportion of our strategic objectives

continue to be linked to ESG.

50% of any bonus payment for Executive Directors will be paid in

March 2024. The remaining 50% will be deferred into shares for a

period of three years.

Directors’ Remuneration Report continued

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Annual Report 2022

116

Directors’ Remuneration Report continued

Wider workforce considerations

As a global company with significant numbers of staff across

Europe, North America, and Asia, we have been mindful of inflationary

pressures and the rising cost of living in many jurisdictions and have

looked at how we can support our people. For Sri Lanka, Turkey, and

Argentina in particular, these macroeconomic conditions have been

exceptional. In these jurisdictions it was felt important to make several

interventions to address these challenges, including exceptional

off-cycle salary increases.

In our 2023 annual salary review we have targeted our salary spend

so there are higher average increases for the most junior colleagues.

The aggregate salary increase for all our Group Executives (3.2%) is less

than that of the wider workforce (4.15% in the UK). Additionally, strong

business performance has enabled the payment of an annual bonus for

the 2022 performance year with over 76% of employees participating in

the bonus plan.

During the year, 30% of eligible employees across 22 countries also

participated in our employee share ownership plans, offering people

around the globe the opportunity to invest and share in the Group’s

future success. No SharePurchase cycle has yet completed but 647

employees across 7 countries were able to benefit from Sharesave

maturities in 2022 including share price appreciation of 84%, reflecting

the Group’s performance over the previous three years.

LSEG is also a Living Wage accredited employer and a range of benefits

are provided to support employee wellbeing, including: access to a 24/7

Employee Assistance Programme, financial education tools and advice,

pension and health insurance provision.

Summary of key executive remuneration decisions

Role Chief

Executive

Officer

Chief

Financial

Officer

Name David

Schwimmer

Anna Manz

Previous salary (with effect

from 1 April 2022)

£1,000,000 £650,000

Annual salary (with effect

from 1 January 2023)

£1,000,000 £750,000

Bonus for financial year

ending 31 December 2022

% of salary 143% of

salary

123% of

salary

% of maximum 64% 62%

£ total amount £1,433,250 £802,100

Of which 50% is

deferred

£716,625 £401,050

Max. annual bonus opportunity

(% of salary)

225% 200%

2023 LTIP award

(subject to performance)

300% of

salary

300% of

salary

Notes:

1 Executive Directors must compulsorily defer 50% of bonus into shares for a period of

three years.

Committee effectiveness

The Committee’s effectiveness was assessed as part of the 2022

Board and Committee effectiveness review, facilitated externally.

Further details can be found in the Governance section of this report

on pages 97 and 98. The result of the review was that the Committee

is performing well and operating effectively.

Concluding remarks

The intent of this statement and the wider Director’s Remuneration

Report is to explain the Group’s approach to remuneration, which

takes into account best practice and market trends in the financial

services sector and wider market while continuing to support the

commercial needs of the Group and the interests of shareholders

and of all other stakeholders.

The Remuneration Committee continues to place great importance

on ensuring that there is a clear link between pay and performance,

including a focus on culture and adherence to the Group’s risk

framework, and that our remuneration outcomes are reflective of

this wider context.

I would like to thank my fellow Committee members and all internal and

external stakeholders who have provided valuable input during this year

for the Group. We look forward to your support of our current proposals

at the forthcoming AGM.

Cressida Hogg

Chair of the Remuneration Committee

14 March 2023

This report has been prepared in accordance with Schedule 8 to

The Large and Medium-sized Companies and Groups (Accounts and

Reports) Regulations 2008 (as amended), and the relevant sections of

the Listing Rules.

STATEMENT BY THE CHAIR OF THE REMUNERATION COMMITTEE CONTINUED

117 London Stock Exchange Group plc

Annual Report 2022

GOVERNANCE

Directors’ Remuneration Report continued

Alignment of executive remuneration with the wider workforce

The Committee has responsibility for overseeing arrangements for all of our people and reviews broader workforce policies and practices in order

to support decisions on executive pay. Our single aligned global reward framework was developed to help unify our Group and is based on the

following principles: (i) Performance-led; (ii) Competitive; (iii) Transparent and Equitable; and (iv) Inclusive and Consistent.

Executive

Directors

Group

Executives

Group

Leaders

Group

Directors

Wider

Workforce

Salary/fees Salaries are normally reviewed annually by taking into account a range of factors.

Reflective of individual roles, job-related knowledge, skills, commensurate experience, and the wider market.

Benefits A market aligned benefits plan is offered in each key country in which we operate. For the UK, a flexible benefits

plan is offered, in which individuals have certain core benefits (such as private medical, life assurance and

income protection) together with a cash allowance which can be spent on elective benefits (such as additional

medical, life or dental cover).

Pension Colleagues receive an annual pension allowance, invested in the Company’s defined contribution plan or

taken as a cash allowance. Pension contributions for Executive Directors are in line with the wider workforce.

Annual

bonus

Annual performance-related bonus based on Group, divisional (where applicable) and personal performance

against goals.

Deferral 50% into shares for a period of three years. 50% into shares

if the award is more

than £150,000.

Vesting in equal

tranches over

three years.

incentive

plans

LTIP awards are granted to senior leaders who have the ability to

significantly influence the long-term performance of the Group.

Subject to stretching performance targets over three years.

Eligible for Restricted

Share Awards

aligned with

long-term company

performance and

shareholder interests.

Vesting in equal

tranches over

three years.

Holding

period

Additional two-year

holding period

post-vesting applies

to Executive

Directors.

Shareholding requirement Minimum

shareholding

requirement (MSR) of

4x base salary for the

CEO and 3x base

salary for the CFO, to

be built up within five

years of appointment.

Executive Directors

are also required to

hold the lower of their

actual shareholding

and 100% of their

MSR for two years

post-departure.

Minimum

shareholding

requirement of 2x

base salary for the

Group Executive

team, to be built up

within five years of

appointment.

Malus and clawback Awards are subject to malus and clawback provisions (e.g. in cases of material misstatement. gross misconduct,

misbehaviour or material failure of risk management) with judgement applied by the Committee.

LSEG

Employee Share Plan

Our Employee Share Plans offer employees around the globe the opportunity to invest and share in the Group’s

future success. All permanent UK employees are eligible to participate in the Sharesave plan. There is also a

SharePurchase Plan, which is designed to provide share options to employees who are not based in the UK.

REMUNERATION AT A GLANCE

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Annual Report 2022

118

Directors’ Remuneration Report continued

Elements of remuneration

Fixed vs performance based

The majority of the remuneration package of our executives is performance-based and subject to stretching performance targets.

2022 remuneration outcomes

FY2022 Group Bonus Pool Outcome

Performance measure Threshold Target Maximum Weighting Outcome achieved

Group AOP £2,299m £2,503m £2,937m 60% 30%

Actual: £2,503m

Strategic Objectives 10% 20% 40% 40% 31%

Actual: 31%

Total 100% 61%

Group AOP is measured using budget exchange rates on a constant currency basis.

2020 LTIP Award Outcomes

Performance measure Threshold Maximum Weighting Outcome achieved

Average adjusted

EPS growth

7.3% 16% 60% 60%

Actual: 19%

Relative

TSR growth

Median ranking Upper quartile ranking 40% 22%

Actual: Ranked 40th

Total 100% 82%

* Illustrative example based on ‘Maximum’ scenario of the application of the remuneration policy shown on page 126.

Operation of 2023 incentive plans and alignment to strategy

The performance measures used in our incentives are directly aligned to the Group’s KPIs and strategic priorities.

Fixed 19%

1 Salary, pension and benefits

Performance-based 81%

2 Annual Bonus (of which 50% deferred into shares) 35%

3 LTIP 46%

Chief Executive Officer

1 Based on Group Adjusted Operating Profit (AOP) performance 60%

2 Based on Group Strategic Objectives 40%

FY2023 Group Bonus Pool

AOP is a key profitability measure for the Group and continues to

be the main financial measure for annual bonus plan purposes.

The non-financial element is focused on the delivery of key strategic

objectives, including ESG goals.

1 Based on average adjusted EPS growth 60%

2 Based on relative TSR growth 40%

2023 LTIP

The AEPS and TSR measures used for the LTIP are well aligned to our

strategy of driving growth and delivering shareholder value over the

longer term and ensure a balance of absolute and relative measures.

Fixed 19%

1 Salary, pension and benefits

Performance-based 81%

2 Annual Bonus (of which 50% deferred into shares) 32%

3 LTIP 49%

Chief Financial Officer

REMUNERATION AT A GLANCE CONTINUED

119 London Stock Exchange Group plc

Annual Report 2022

GOVERNANCE

Directors’ Remuneration Report continued

Our Remuneration Policy was last subject to a binding shareholder vote

at the 2020 AGM and was passed with 96.2% support. The current

policy has provided strong alignment between executive remuneration

and shareholders’ long-term interests and continues to conform to

evolving best practice in corporate governance.

LSEG completed the acquisition of Refinitiv in January 2021 and

continues to exceed the three-year targets we set out at the time of

the announcement. We have also recently announced a new strategic

partnership with Microsoft which significantly accelerates our strategy

towards becoming the world’s leading financial markets infrastructure,

data and analytics provider. As we are approaching the end of the

integration period for Refinitiv, and in light of the very early stage of our

strategic partnership with Microsoft, we are not proposing any changes

to our policy at this time, save for the minor amendment listed below.

This Remuneration Policy Report therefore represents a rollover of our

existing policy and will be presented for shareholder approval at our

2023 AGM.

During 2023, the Committee will continue to review our executive

remuneration arrangements to ensure they remain fit for purpose and

aligned to our strategic direction with the intention of presenting a new

policy to shareholders at the 2024 AGM.

Remuneration Policy table

The policy is set out in the following table and includes the following

minor change to our existing policy:

— Updates to the treatment of outstanding variable incentives for good

leavers to enable compliance with local law requirements

(including tax law), where necessary.

The Remuneration Policy is designed to support the long-term interests

of the Group. The Group is committed to paying for performance,

rewarding the senior management team only when its goals are

achieved. Each year the remuneration framework and the packages of

the Executive Directors and members of the Executive Committee are

reviewed by the Committee to ensure that they continue to achieve

this objective.

The Committee takes into account multiple reference points when

setting pay including companies in the FTSE 100, the broader Financial

Services sector and other international exchange groups and financial

markets infrastructure companies.

The Committee takes the following areas into account when reviewing

the policy:

— A focus on shareholder value.

— The continued global expansion of the Group.

— The need to attract and retain senior management from the

international finance, data and technology sectors.

— Corporate governance developments.

— Remuneration arrangements for the wider workforce.

— The Group’s intent to be mindful of best practice as expressed by

institutional shareholders and their representative bodies.

— The unique position of the Group at the centre of global

financial markets.

The principles prescribed by the UK Corporate Governance Code are taken into account by the Committee in determining the Remuneration Policy.

Details of how these are addressed are provided below.

Principle How the Committee has addressed the principles

Clarity — The Committee is satisfied that the remuneration arrangements in the policy are transparent, comprising elements that are commonplace

in the market and best practice remuneration provisions.

— The Committee is committed to transparent and constructive engagement with all its stakeholders and consults with major shareholders

and investor bodies to ensure the rationale for any significant changes proposed to the operation of the policy are fully understood and

provide the opportunity for feedback to inform our decision-making process.

Simplicity — The operation of the Annual Bonus and LTIP is well understood by stakeholders and aligned to Company strategy and UK market

best practice.

Risk — The Committee is satisfied that the policy ensures that the risks from excessive rewards and target-based incentive plans are

mitigated by:

— Setting defined limits on the maximum awards which can be earned.

— Requiring the deferral of a substantial proportion of the incentives into shares for a material period of time.

— Aligning the performance conditions of incentives with the strategy and business model of the Company.

— Ensuring the Committee has overriding discretion to depart from formulaic outcomes and the ability to apply malus and clawback

to incentives where appropriate.

— The Committee also receives input from the Risk Committee with regard to performance related to risk culture (awareness, transparency

and accountability) when assessing remuneration decisions.

Predictability — Illustrations of the potential outcomes under the policy are provided on page 126. Defined limits on the maximum awards which can be

earned are also disclosed on pages 121 and 122.

Proportionality — The Company’s performance-based remuneration is clearly linked to the implementation of the Company’s strategy with key KPIs used

as performance measures for incentive plans.

— A robust target-setting process is carried out each year, taking into account internal and external forecasts, to ensure stretching yet

achievable targets are set for incentive plans.

— The Committee also has overriding discretion to adjust incentive outcomes based on a broad set of factors to ensure they fairly and

accurately reflect the Company’s performance over the relevant period and wider circumstances.

Alignment to

culture

— The Group bonus pool assessment will continue to be based on the achievement of financial and strategic goals of the Group, including

cultural and ESG objectives.

— The Committee places great importance on ensuring our pay policies and incentives support the desired culture and behaviours of the

Group. The individual scorecard implemented for our Group Executive team and Executive Directors provides the Committee with

greater structure in determining the bonus of senior management. Within this scorecard there is a greater proportion assessing cultural

objectives and behavioural performance, including 360° feedback, to allow for a stronger emphasis on how the individuals achieved

their targets.

— All awards are discretionary and contingent on the requisite standards of personal behaviours; poor behaviour/risk management could

result in a zero bonus.

REMUNERATION POLICY REPORT

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Annual Report 2022

120

Directors’ Remuneration Report continued

REMUNERATION POLICY REPORT CONTINUED

The Committee recognises and manages any conflict of interest when receiving views from Executive Directors or senior management on executive

remuneration and no individual is involved in deciding their own remuneration.

Policy table for Executive Directors

Salary Benefits

Purpose and link to strategy

Provides a core element of remuneration which reflects the responsibilities

of the role.

Enables the recruitment and retention of individuals of the calibre required

to execute the Group’s strategy.

Purpose and link to strategy

Provide local market competitive benefits and support the wellbeing of

our people.

Operation

Base salaries are normally reviewed annually by taking into account a

range of factors, including:

— Size and scope of the role.

— Size, complexity and global breadth of the organisation.

— Skills and experience of the individual.

— Market competitiveness/relative positioning.

— Performance of the Group and of the individual.

— Wider market and economic conditions.

— Level of increases being made across the Group.

Operation

A market aligned benefits plan is offered in each key country in which we

operate. For the UK, a flexible benefits plan is offered, in which individuals

have certain core benefits (such as private medical, life assurance and

income protection) together with a taxable cash allowance which can be

spent on elective benefits (such as additional medical, life or dental cover).

Car transportation may also be provided for Executive Directors

where appropriate.

Due to the high profile of the Group, the Committee reserves the right to

provide our executives with the appropriate level of security arrangements

to allow them to perform their duties in the safest possible conditions.

Benefits are reviewed periodically to ensure they remain affordable and

competitive. The Committee retains the discretion to provide reasonable

additional benefits as appropriate – for example, relocation and other

allowances including expatriate assistance, housing and school fees for a

finite period, tax preparation and filing assistance and flights back to the

home country for the Executive and their family. Repatriation costs are met

by the Company if employment is terminated by the Company, other than

for just cause.

Where necessary any benefits may be grossed up for taxes.

Executives are eligible to participate in the Group’s HMRC tax-favoured

Save As You Earn Option Scheme (or international equivalent) on the same

basis as other employees.

Executive Directors are covered by the Directors’ and Officers’ insurance

and indemnification.

Maximum Opportunity

There is no defined maximum salary.

Increases are determined based on the factors described above.

The Committee’s normal approach is to initially consider increases within

the range awarded to other employees. More significant increases may

be awarded in certain circumstances, such as where there is a significant

change in the scale, scope or responsibility of a role, where the organisation

has undergone significant change, development within a role and/or

significant market movement.

The annual base salaries in FY2022 and for FY2023 for each Executive

Director are set out in the Annual Report on Remuneration.

Maximum Opportunity

There is no defined maximum.

Benefits plans are set at (what are in the Committee’s opinion) reasonable

levels in order to be market competitive for their local jurisdiction and are

dependent on individual circumstances.

Participation in the Save As You Earn Option Scheme (or international

equivalent) is capped at the same level as all other participants, which is

determined by the Company within the parameters of applicable legislation.

Performance Measures

n/a

Performance Measures

n/a

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GOVERNANCE

Directors’ Remuneration Report continued

Retirement Benefits Annual Bonus

Purpose and link to strategy

Provide Executive Directors with retirement benefits.

Support recruitment and retention of high-calibre people.

Purpose and link to strategy

Rewards annual performance against stretching financial, strategic and

individual targets aligned to delivery of the Group’s strategy.

Deferral reinforces retention and enhances alignment with shareholders

by encouraging longer-term focus and sustainable performance.

Operation

Provision of annual pension allowance, invested in the Company’s defined

contribution plan or taken as a cash allowance.

In certain jurisdictions, more bespoke pension arrangements may be

provided. In such circumstances, the Committee will give appropriate

consideration to local employment legislation, market practices and the

cost of the arrangement.

Operation

The Group operates a Group-wide bonus pool which is funded based on

the achievement of financial and strategic goals of the Group. Allocations

to individual Executive Directors are made from this pool based on the

Committee’s assessment of their individual performance, taking into account

the Group’s financial and strategic performance and the achievement of any

individual objectives related to their role.

Performance targets are reviewed and set by the Committee at the

beginning of each performance year.

Awards are determined by the Committee after the year end based upon

the actual performance against these targets.

The Committee applies judgement where necessary to ensure approved

pay-out levels are reflective of actual, overall performance and has the

ability to exercise discretion in adjusting the formulaic outcome of incentives

to ensure the outcome is reflective of the performance of the Company and

the individual over the period.

— 50% of the annual bonus will be subject to mandatory deferral, normally

for a period of three years.

— Bonus deferral will be 100% into shares.

— Dividends (or equivalents) may be paid in respect of deferred shares

on vesting.

— Deferred awards are subject to malus provisions as described below.

Paid bonuses and vested awards are subject to clawback as

described below.

Maximum Opportunity

The maximum annual pension contribution/cash allowance for

Executive Directors is 10% of salary (except where determined by local

market practice or where an Executive Director has given notice to retire

at the time this policy takes effect). This is a rate aligned with the wider

workforce in the UK.

Maximum Opportunity

Maximum annual bonus opportunity of 225% of salary for CEO and 200% of

salary for the CFO.

Performance Measures

n/a

Performance Measures

Based on a combination of financial (e.g. adjusted operating profit), strategic

and individual performance targets. Strategic objectives include key targets

and areas of focus, which are set annually, and whilst not an exclusive list,

examples can include customer, culture, efficiency, growth, resilience and

sustainability. These strategic objectives also impact financial results in the

medium term.

The Committee will set the detail and mix of performance measures, targets

and weighting based on the strategic objectives at the start of each year.

At least 50% of the targets relating to the annual bonus pool in any year will

be subject to financial measures.

No bonuses are paid for below threshold performance. The Committee may

award any amount between zero and 100% of the maximum opportunity.

The performance measures are applied in the performance year only.

London Stock Exchange Group plc

Annual Report 2022

122

Directors’ Remuneration Report continued

REMUNERATION POLICY REPORT CONTINUED

LTIP (Long Term Incentive Plan) 2014 Share ownership

Purpose and link to strategy

Incentivises performance over the longer term through the award of

performance-related shares.

Aligns reward with long-term, sustainable Group performance and a focus

on shareholder value.

Purpose and link to strategy

Ensures alignment with shareholders’ interests.

Operation

— Under the LTIP 2014, which was approved by shareholders at the

2014 AGM, awards of shares (or equivalent) are granted annually subject

to performance conditions.

— Awards normally vest subject to performance targets assessed over a

performance period, normally of at least three financial years, with an

additional holding period of two years. The Committee has discretion to

set different performance periods if it considers them to be appropriate.

— The Committee shall determine the extent to which the performance

measures have been met. The Committee may make adjustments to

performance targets if an event occurs that the Committee determines

that an adjustment is appropriate. The performance targets will be at

least as challenging as the ones originally set.

— The Committee has the ability to exercise discretion in adjusting the

formulaic outcome of incentives to ensure the outcome is reflective of

the performance of the Company and the individual over the period.

— Dividends (or equivalents) may be paid on vesting. Unvested awards are

subject to a malus provision and vested awards are subject to clawback,

as described below.

Operation

Executive Directors are expected to build up their share ownership over a

period of five years. The minimum shareholding requirement is 4x base

salary for the CEO and 3x base salary for other Executive Directors.

Executive Directors are expected to hold 100% of their minimum

shareholding requirement for two years post-departure from LSEG.

In cases where the individual has not had sufficient time to build up their

share ownership to meet the minimum shareholding requirement prior to

their departure from LSEG, the post-employment shareholding requirement

will be based on their actual level of shareholding on departure.

The Committee has discretion to vary or waive part or all of the post-

employment shareholding requirement in exceptional circumstances.

Maximum Opportunity

Although there is a facility for maximum awards of up to 400% of

salary under the plan rules in exceptional cases, it is expected that awards

under this plan will normally be up to 300% of salary.

Maximum Opportunity

N/a

Performance Measures

The Committee determines performance targets each year to ensure that

the targets are stretching and support value creation for shareholders while

remaining motivational for management.

Vesting of awards is subject to achievement of total shareholder return and

other financial performance targets. Any one measure will not exceed two

thirds of the award.

For each performance element, achievement of the threshold performance

level will result in no more than 25% of the maximum award paying

out. For achievement of the maximum performance level, 100% of the

maximum pays out. Normally, there is straight-line vesting between

these points.

Performance Measures

N/a

Notes to the Policy Table

Selection of performance measures

Performance targets are set by the Committee to be both stretching and

achievable, taking into account the Group’s strategic priorities and the

economic landscape.

The performance measures that are used for our annual bonus and

LTIP have been chosen to support the Group’s strategy. For the annual

bonus plan, the Committee continues to believe that it is appropriate

to use a balance between financial targets, strategic objectives and

individual performance objectives.

The Committee considers that the measures to be used for the LTIP,

i.e. TSR and adjusted EPS, are currently the most appropriate measures

of long-term performance for the Group. The Committee reviews the

LTIP measures, weightings and targets on an annual basis, to ensure

their continued suitability and to ensure they are sufficiently stretching

for LSEG.

Malus and clawback provisions

A malus provision applies to awards granted under the 2014 LTIP and to

unvested awards under the Deferred Bonus Plan. This would allow the

Committee in its absolute discretion to determine, at any time prior to

the vesting of an award, to reduce, cancel or impose further conditions

in certain circumstances, including;

(i) where there is a material misstatement or restatement of the results

of the Group in its audited accounts,

(ii) the negligence, fraud or serious misconduct of the individual which

results in significant reputational damage to the Group or which has a

material adverse effect on the financial position of the Group or the

business opportunities of the Group,

(iii) if the individual is a member of a business unit in the Group which

suffers significant reputational damage or material adverse effect on its

financial position or on its business opportunities,

123 London Stock Exchange Group plc

Annual Report 2022

GOVERNANCE

Directors’ Remuneration Report continued

(iv) where behaviour of the individual is considered to breach the

standards of the Group’s Code of Conduct, or where there is serious

misconduct that has significant reputational consequences for the

Group or a relevant business unit,

(v) where there is a material failure of risk management in the Company

or any member of the Group or a relevant business unit,

(vi) where an error in assessing any performance conditions is

discovered, or

(vii) any other circumstances that the Committee deems to be similar in

nature or effect to those above.

A clawback provision applies to vested awards granted under the

2014 LTIP, vested awards under the Deferred Bonus Plan and annual

bonuses paid previously. This would allow the Committee in its absolute

discretion to claw back from individuals some or all of the vested awards

or paid bonus in certain circumstances, including;

(i) if there is a material misstatement or restatement of the results of the

Group in its audited accounts,

(ii) the negligence, fraud or serious misconduct of the individual which

results in significant reputational damage to the Group or a material

adverse effect on the financial position of the Group or the business

opportunities of the Group,

(iii) if the individual is a member of a business unit in the Group which

suffers significant reputational damage or material adverse effect on

its financial position or on its business opportunities,

(iv) where behaviour of the individual is considered to breach the

standards of the Group’s Code of Conduct, or where there is serious

misconduct that has significant reputational consequences for the Group

or a relevant business unit,

(v) where there is a material failure of risk management in the Company

or any member of the Group or a relevant business unit,

(vi) where an error in assessing any performance conditions is

discovered, or

(vii) any other circumstances that the Committee deems to be similar in

nature or effect to those above.

Clawback will normally apply for a period of 3 years following vesting

of shares/deferred cash bonus and/or payment of bonus, unless the

Committee determines otherwise.

Recruitment policy

When determining the remuneration package for a newly appointed

Executive Director, the Committee would seek to apply the

following principles:

— The package should be market competitive to facilitate the

recruitment of individuals of sufficient calibre required by the Group.

Consistent with the UK Corporate Governance Code, the Committee

would intend to pay no more than it believes is necessary to secure

the required talent.

— The ongoing remuneration package would normally include the key

elements on the same terms as those set out in the policy table for

Executive Directors.

— The maximum level of variable remuneration which may be awarded

on recruitment (excluding any buy-outs referred to below) is 625% of

salary. Incentive awards made in the first year of appointment may be

subject to different performance measures and targets appropriate to

the newly recruited Executive Director.

— Recognising that the Group competes for talent in the FTSE 100 and

globally in the broader financial services, data and technology

sectors, on an exceptional basis, the Committee has the ability to

include other elements of pay which it feels are appropriate taking

into account the specific commercial circumstances (e.g. for an interim

appointment). However, this would remain subject to the limit on

variable remuneration set out above. The rationale for any such

component would be appropriately disclosed.

— In addition, where an individual forfeits arrangements as a result of

appointment, the Committee may offer a buy-out, in such form as the

Committee considers appropriate taking into account all relevant

factors which may include the vehicle, expected value and timing of

forfeited opportunities. Any such buy-out will be limited to the

commercial value of payments and awards forfeited by the individual.

— Where an Executive Director is required to relocate from their home

location to take up their role, the Committee may provide reasonable

relocation assistance and other allowances including expatriate

assistance. Global relocation support (normally for up to five years)

and any associated costs or benefits (including but not limited to

housing, school fees, tax preparation and filing assistance and flights

back to the home country) may also be provided if business needs

require it. Should the Executive’s employment be terminated without

cause by the Group, repatriation costs will be met by the Group.

— In the event that an internal candidate was promoted to the Board,

legacy terms and conditions would normally be honoured, including

pension entitlements and any outstanding incentive awards.

— The remuneration package for a newly appointed Non-Executive

Director would normally be in line with the structure set out in the

policy table for Non-Executive Directors (see page 125).

Service contracts and payments for departing Directors

The Group’s current policy is that Executive Directors’ service

agreements should have notice periods that are no longer than

12 months. The Group may terminate an Executive Director’s service

agreement by making a payment in lieu of notice of a sum equal to

12 months’ salary, pension, flexible benefits allowance, and life and

medical insurance (but excluding bonus and share incentives), plus any

accrued unused holiday entitlement. Consideration will be given to

appropriate mitigation terms to reduce payments in lieu of notice made

on termination in the event of the Executive Director commencing

alternative employment, being appointed as a Non-Executive Director

or providing services pursuant to a consultancy agreement in the

12 months following the Executive Director’s departure.

The Group may pay an Executive Director’s reasonable legal fees for

receiving advice in connection with their employment.

The lawful termination mechanisms described above are without

prejudice to the Group’s ability in appropriate circumstances to

terminate in breach of the notice period referred to above, and thereby

to be liable for damages to the Executive Director. Liquidated damages

clauses are not used.

In the event of termination by the Group, each Executive Director may

have an entitlement to compensation in respect of his statutory rights

under employment protection legislation in the UK and potentially

elsewhere. Directors’ and Officers’ liability insurance and an indemnity

to the fullest extent permitted by the law and the Group’s Articles of

Association are provided to the Executive Directors for the duration of

their employment and for a minimum of 7 years following termination.

The Committee considers that this is consistent with current best

practice and this approach will generally be adopted for new

appointments. Where appropriate and when recruiting non-UK based

Directors, the Committee may agree different terms based on local

legal requirements or market practice.

London Stock Exchange Group plc

Annual Report 2022

124

Directors’ Remuneration Report continued

REMUNERATION POLICY REPORT CONTINUED

Treatment of variable incentives

Annual bonus

Individuals may be considered for an annual bonus in respect of the

period prior to cessation. Any award would be at the discretion of the

Committee, subject to the Executive Director’s performance and period

of employment.

Deferred Bonus Plan

For good leavers, awards will usually vest at the normal vesting date,

although the Committee may determine that awards vest on cessation

of employment. The award will usually vest in full, or on a pro-rated basis

at the Committee’s discretion. If the vesting of a good leaver’s award(s)

is required to be accelerated due to local law requirements (including

tax law), the Committee would ordinarily impose a post-vesting holding

period on the resulting net-of-tax shares for the balance of the original

vesting period, during which the leaver would not be permitted to sell

or transfer those shares. Good leavers are those who cease to be

an employee of a member of the Group by reason of death, injury,

disability, ill-health, redundancy, the sale of the individual’s employing

business or the transfer of the Company out of the Group, or any other

reason which the Committee decides in its discretion, having regard to a

range of relevant factors including the Executive Director’s performance,

length of service and circumstances of their departure.

Where an individual is not considered to be a good leaver, unvested

awards will lapse. Where an individual is summarily dismissed, all awards

will lapse.

Deferred awards are subject to malus and vested awards are subject to

clawback as detailed above.

Long Term Incentive Plan 2014

For good leavers, awards will normally vest at the normal vesting date

and following the end of the performance period, unless the Committee

determines that awards should vest following cessation of employment.

If the vesting of a good leaver’s award(s) is required to be accelerated

due to local law requirements (including tax law), the Committee would

ordinarily impose a post-vesting holding period on the resulting

net-of-tax shares for the balance of the original vesting period, during

which the leaver would not be permitted to sell or transfer those shares.

Vesting will be subject to performance and unless the Committee

determines otherwise (or that another basis of reduction is appropriate)

pro-rated for time in employment. Good leavers are those who cease to

be an employee of a member of the Group by reason of death, injury,

disability, ill-health, redundancy, and the sale of the individual’s

employing business or transfer of the Company out of the Group, or any

other reason which the Committee decides in its discretion, having

regard to a range of relevant factors including the Executive Director’s

performance, length of service and circumstances of their departure.

Where an individual is not considered to be a good leaver, unvested

awards will lapse.

Unvested awards are subject to malus and vested awards are subject

to clawback as detailed above.

Buy-out awards

If a departing Executive Director holds a buy-out award granted to them

in connection with their appointment, that award will be treated in

accordance with its terms.

Detailed share plan provisions

Share awards are subject to the terms of the relevant plan rules under

which the award has been granted. The Committee may adjust or

amend awards only in accordance with the provisions of the plan rules.

This includes making adjustments to awards to reflect certain corporate

events, including a variation in the Company’s share capital, a demerger

or a special dividend. In change of control circumstances, all LTIP

awards will normally vest on an accelerated basis to the extent that the

performance conditions are satisfied, and, unless the Committee

determines otherwise, subject to time pro-rating. Deferred Bonus

awards will normally vest in full. The Committee may also allow or

require some or all of an award to be exchanged if not yet vested.

Individual terms

David Schwimmer entered into a service agreement with the Group

on 12 April 2018 and was appointed with effect from 1 August 2018.

David Schwimmer’s service agreement may be terminated by either

party giving at least 12 months’ notice. Alternatively, the Group may

terminate the contract by payment in lieu of notice of a sum equal to

12 months’ salary, pension, flexible benefits allowance, life and private

medical insurance (but excluding bonus, share incentives and car

transportation). Any payment in lieu of notice will be paid in equal

monthly instalments from the date of termination of the employment.

Should Mr Schwimmer commence alternative employment, be

appointed as a Non-Executive Director or provide services pursuant

to a consultancy agreement in the relevant period (of 12 months)

following his departure from the Group, the instalments will be reduced

by one-twelfth of the annual remuneration earned from the alternative

employment, directorship or consultancy. Payments of the instalments

may be required to be deferred until six months after termination by

US tax rules applying to Mr Schwimmer. To the extent that any payment

or benefits payable to Mr Schwimmer under his service agreement or

under any bonus or share incentive plan would be subject to US excise

tax, the payments and benefits may be reduced if this would result in

Mr Schwimmer receiving a greater after tax amount than if the benefits

were not reduced. On termination (other than by reason of summary

dismissal) Mr Schwimmer will be eligible to receive a pro-rata bonus for

the year in which his employment is terminated subject to Company and

individual performance.

Anna Manz entered into a service agreement with the Group on

24 June 2020 and was appointed with effect from 21 November 2020.

Anna Manz’s service agreement may be terminated by either party

giving at least 12 months’ notice. Alternatively, the Group may terminate

the contract by payment in lieu of notice of a sum equal to 12 months’

salary, pension, flexible benefits allowance, life and private medical

insurance (but excluding bonus, share incentives and car transportation).

Any payment in lieu of notice will be paid in equal monthly instalments

from the date of termination of the employment. Should Ms Manz

commence alternative employment, be appointed as a Non-Executive

Director or provide services pursuant to a consultancy agreement in

the relevant period (of 12 months) following her departure from the

Group, the instalments will be reduced by one-twelfth of the annual

remuneration earned from the alternative employment, directorship

or consultancy. On termination (other than by reason of summary

dismissal) Ms Manz will be eligible to receive a pro-rata bonus for the

year in which her employment is terminated subject to Company and

individual performance.

125 London Stock Exchange Group plc

Annual Report 2022

GOVERNANCE

Directors’ Remuneration Report continued

Remuneration policy for wider workforce

The Committee has responsibility for overseeing arrangements for all

of our people and reviews broader workforce policies and practices in

order to support decisions on executive pay.

Paying our people fairly relative to their role, skills, experience and

performance is central to our approach to remuneration, and our reward

framework and policies support us in doing this. Our Group-wide reward

framework establishes a transparent and robust compensation structure,

elements and leverage for each career stage in the organisation,

providing the Committee with oversight of workforce remuneration.

The Committee places great importance on ensuring our pay policies

and incentives support the desired culture and behaviours of the Group.

As detailed in the Annual bonus operation section on page 133, bonus

awards for our Group Executive team as well as our Executive Directors

are determined in accordance with performance against an individual

scorecard. This provides the Committee with greater structure in

determining the bonus of senior management as well as allowing for a

greater focus on culture and behaviours.

The remuneration policy for senior executives and other employees is

determined based on similar principles to Executive Directors. For roles

below the main Board, the exact structure and balance are tailored

based on various factors including the scale, scope or responsibility

of the role, development within the role and/or significant market

movement. The Committee reviews and comments on the salary, bonus

and LTIP awards of the senior executives immediately below Board level

and approves the overall design and distribution of incentive awards

available to all employees, including share-based plans.

The approach in respect of base salary and benefits is generally

consistent across the organisation. Executive Directors’ and other

senior managers’ remuneration includes a greater proportion of

performance-related pay when compared to other employees.

The Committee considers this is essential to differentiate levels of

responsibility and align pay to sustainable long-term performance

and shareholders’ interests.

All employees are eligible to participate in the annual bonus plan which

is subject to similar metrics to those used for the Executive Directors.

Opportunities vary by organisational level. Some sales employees are

eligible to participate in sales compensation plans rather than the annual

bonus plan.

Deferral of a portion of the annual bonus is operated for our Executive

Director, Group Executive and Group Leader populations. 50% of the

annual bonus for our Executive Directors and Group Executives is

deferred into shares for a period of three years. For our Group Leaders,

50% of their annual bonus is deferred if the award is more than

£150,000, vesting in equal tranches over three years. This reinforces the

alignment of the pay of our senior employees with shareholder interests

and the Group’s long-term performance.

The malus provision on unvested awards applies automatically to all

awards granted under the Deferred Bonus Plan and the 2014 LTIP.

The Committee also exercises discretion at each grant date to apply

clawback rules to all awards granted, including participants other than

Executive Directors.

In setting remuneration for Executive Directors, the Committee considers

the overall approach to rewarding employees across the Group taking

into account the scale, scope or responsibility of the role, development

within the role and/or significant market movement.

Salary increases of Executive Directors in percentage terms are normally

in line with those of employees in their local jurisdictions. Engagement

with employees on executive remuneration and how it aligns with wider

Company pay policy is undertaken as part of our employee forums held

in key regional locations.

The Committee receives ongoing regulatory updates and information on

external market practices from its independent external advisers who

provide additional context for decisions.

Consideration of shareholders’ views

The Committee is mindful of shareholder views when setting

and evaluating ongoing remuneration principles and commits to

consulting with shareholders prior to any significant changes to the

remuneration policy.

Policy for Non-Executive Directors

Approach to setting fees Basis of fees Other items

The fees for Non-Executive Directors are set at a level which is considered

appropriate to attract individuals with the necessary experience and ability

to make an important contribution to the Group’s affairs.

The Chair’s fee is determined by the Remuneration Committee, and the

Board is responsible for determining all other Non-Executive Director fees.

Fees are periodically reviewed to ensure they remain appropriate in the

context of: the role scope; company size, complexity and global breadth;

and wider market conditions. The Committee retains the flexibility to

increase, adjust and make one-off payments to Non-Executive Directors

based on their remit.

Fees are set taking into account the level of responsibility of each

Non-Executive Director and fees at other companies of a similar size

and complexity.

The aggregate fees payable to all Non-Executive Directors combined

(excluding the Chair and excluding fees paid for any appointments on

subsidiary boards) are capped as set out in the Group’s Articles of

Association as they may be amended by a resolution of shareholders from

time to time. The current limit on the aggregate fees that are payable is

£1,500,000 per financial year.

Non-Executive Directors receive a

basic annual fee with additional fees

payable for services such as

committee chairmanship.

Certain Non-Executive Directors are

also entitled to receive fees from

subsidiary companies.

The Non-Executive Chair of the

Group receives an all-inclusive

fee for the role.

Fees are neither performance-related

nor pensionable.

Non-Executive Directors are

not eligible to participate in

the annual bonus or LTIP plans

and are not entitled to any

payments on termination.

Non-Executive Directors receive an

allowance for any Board meeting

involving intercontinental travel.

Travel and other appropriate

expenses with associated taxes

(including fees incurred in obtaining

professional advice in the

furtherance of their duties)

incurred in the course of performing

their duties are reimbursed to

Non-Executive Directors.

Non-Executive Directors are

covered by the Directors’ and

Officers’ insurance and

indemnification.

Non-Executive Directors are

required to build up share

ownership of at least 1x basic

annual fees within three years

of appointment.

London Stock Exchange Group plc

Annual Report 2022

126

Directors’ Remuneration Report continued

Non-Executive Directors have letters of appointment with no notice

period except for the Group Chair who has a notice period of 6 months

unless he is not re-elected by shareholders in which case his

appointment will terminate immediately. The Non-Executive Directors’

appointments are for an initial period of 3 years from the date of

appointment and are also subject to re-election by shareholders.

Amendments to the Remuneration Policy Report

The Committee recognises that remuneration arrangements may need

to be amended in order to comply with any new regulations which

become applicable to the Group. The Committee reserves the right to

make changes to the Policy described above in order to comply with

any such regulatory requirements which apply to the Group including

any changes required under the UK Corporate Governance Code or for

regulatory, exchange control, tax or administrative purposes or to take

account of a change in legislation without obtaining shareholder

approval for that amendment. Where this results in a major structural

change, the Committee would expect to present a revised policy to

shareholders for approval at the following AGM.

Illustration of the application of the remuneration policy for

Executive Directors

The chart on the right illustrates how much the current Executive

Directors could receive under four different performance scenarios in

the first year of this policy taking effect i.e. 2023: minimum, mid-range,

maximum and maximum assuming a 50% increase in share price for

LTIP awards during the vesting period. Note that London Stock

Exchange Group plc does not have a stated ‘target’ level for share

awards, so we have assumed 50% of maximum awards to illustrate

a mid-range scenario.

Element of

remuneration Detail of assumptions

Fixed

remuneration

This comprises:

— Base salary with effect from 1 January 2023

— Benefits as they applied on 31 December 2022

and are set out in the single figure table in the

Annual Remuneration Report.

— Pension

Annual Bonus Assumes maximum opportunity of 225% of salary for

CEO and 200% of salary for the CFO

For mid-range scenario: assumes payment of 50% of

the maximum opportunity

For maximum: assumes payment of 100% of the

maximum opportunity

Long Term

Incentive Plan

Assumes maximum opportunity of 300% of salary in

conditional shares

For mid-range scenario: assumes 50% of the

maximum opportunity

For maximum: assumes vesting of 100% of the

maximum opportunity plus a second scenario

assuming a 50% increase in share price during the

performance period

David Schwimmer

Chief Executive Officer

Maximum + share price growth £8,000k

16%

19%

32%

100%

29%

39%

35%

46%

28% 37%

19%

£6,500k

£3,875k

Maximum

Mid-range

Minimum £1,250k

Fixed remuneration

Annual bonus

Long term incentive plan

Share price growth

Anna Manz

Chief Financial Officer

Maximum + share price growth £5,754k

15%

19%

32%

100%

27%

41%

32%

49%

26% 39%

20%

£4,629k

£2,754k

Maximum

Mid-range

Minimum £879k

Fixed remuneration

Annual bonus

Long term incentive plan

Share price growth

Legacy arrangements

The Committee may make any remuneration payments and payments

for loss of office (including exercising any discretions available to it in

connection with such payments) where the terms of the payment were

agreed/granted (i) before the policy came into effect or (ii) at a time

when the relevant individual was not a Director of the Group and, in the

opinion of the Committee, the payment was not in consideration for the

individual becoming a Director of the Group.

REMUNERATION POLICY REPORT CONTINUED

127 London Stock Exchange Group plc

Annual Report 2022

GOVERNANCE

Directors’ Remuneration Report continued

This section sets out how remuneration arrangements have operated during the past financial year (FY2022), and also provides details on how we

intend to operate our policy during the coming year (FY2023). This report will be put to an advisory vote at the 2023 AGM. The information from this

page 127 to page 141 has been audited where required under the regulations and is indicated as audited where applicable.

Single total figure of remuneration for Executive Directors (audited)

Single total figure of remuneration

David Schwimmer Anna Manz

FY2022

£000 % of total

FY2021

£000 % of total

FY2022

£000 % of total

FY2021

£000 % of total

Fixed remuneration

Salary 1,000 983 650 650

Flexible benefits allowance 15 15 15 15

Benefits 135

161

Other – – – 453

Pay for performance

Annual bonus 1,433 1,625 802 939

Long term incentive – performance

1,974 2,325 – –

Long term incentive – share price growth

85 1,639

– –

Pension 100 98 65 65

Total remuneration of which 4,742 6,847 1,571 2,149

Fixed remuneration 1,250 26% 1,258 18% 769 49% 1,210 56%

Variable remuneration 3,492 74% 5,589 82% 802 51% 939 44%

Notes to the table:

1 The value delivered through performance is calculated as the number of shares forecast to vest in 2023 multiplied by the share price on the date of grant. The value delivered through share

price growth is calculated as the same number of shares multiplied by the difference between the average share price in the last 3 months of the financial year, being £76.66 and the share price

on the date of grant. The Committee does not intend to amend the outcome or make any adjustments in regard to share price growth over the period, on the basis that this reflects our view of

the Group’s underlying performance and returns for shareholders over the performance period.

2 Performance shares vested at 100% on 22 March 2022 at £79.14 per share.

David Schwimmer

3 Benefits include the cash value of private medical, income protection and life assurance plus expatriate allowances and commuting expenses (including car transportation where appropriate) with

associated taxes. The housing component of expatriate allowances ceased on 31 July 2021. The total value of the flight allowance used in respect of 2021 and 2022 was £59,578; this allowance

will cease in 2023. David Schwimmer contributed £500 per month to the SAYE plan throughout 2022; this benefit has been valued based on the 20% discount to market value on the SAYE

option exercise price.

Anna Manz

4 Benefits include the cash value of private medical, income protection and life assurance plus commuting expenses (including car transportation where appropriate) with associated taxes.

Anna Manz contributed £500 per month to the SAYE plan throughout 2022; this benefit has been valued based on the 20% discount to market value on the SAYE option exercise price.

5 As previously disclosed, a one-off payment was made in August 2021 to compensate for the forfeiture of 2020 bonus from previous employer, calculated upon publication of Johnson Matthey’s

2021 Directors’ Remuneration Report. Replicating the structure of the forfeited award, fifty percent was provided as an award over shares under the LSEG Restricted Share Award Plan 2018 on

10 August 2021.

Further notes

6 There were no money or assets reported in any previous financial year that were subject to a recovery of sums paid or withholding during the year.

Payments for loss of office (audited)

No payments were made for loss of office during the year.

Payments to past Directors (audited)

David Warren stepped down as Executive Director on 21 November 2020. Since leaving employment, he received 22,214 shares on vesting of

the 2019 LTIP award on 22 March 2022. This award reflects the 100% vesting outcome, pro-rated to the date of leaving. It remains subject to the

two-year post-vesting holding period, per the terms of the remuneration policy. Further detail can be found in the Long Term Incentive Plan table

on page 140.

ANNUAL REPORT ON REMUNERATION

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Directors’ Remuneration Report continued

ANNUAL REPORT ON REMUNERATION CONTINUED

Additional notes to the Single total figure of remuneration (audited)

Fixed pay

Base salary

When reviewing Executive Director salaries, and in line with our

policy, the Committee considers multiple reference points including

companies in the FTSE 100, the broader Financial Services sector

and other international exchange groups. The Committee considers

these reference points remain appropriate in the context of the

enlarged Group.

Benefits

A flexible benefits plan is offered, in which individuals have certain core

benefits (such as private medical, life assurance and income protection)

together with (in the UK) a taxable cash allowance which can be spent

on elective benefits (such as additional medical, life or dental cover).

Where received as a cash supplement, this allowance is not used to

calculate bonus payments or pension contributions.

Benefits are reviewed periodically to ensure they remain affordable

and competitive. Executives are eligible to participate in the Group’s

HMRC tax-favoured SAYE Scheme (or international equivalent). There

has been no change to the provision of benefits during the year and

all arrangements below have previously been disclosed.

David Schwimmer receives a flexible benefits allowance of £15,000

per annum, which is unchanged from last year. In addition, he receives

benefits in kind which include private health care, permanent health

insurance and life assurance arrangements. Mr Schwimmer is also

provided with car transportation where appropriate.

As an expatriate from the US to UK, David Schwimmer receives

the following:

— For the first three years of employment, an annual allowance of

£150,000 in respect of accommodation expenses; this allowance

ceased on 31 July 2021.

— Tax preparation and filing assistance in the US and the UK.

— The Group will meet the costs of repatriating Mr Schwimmer’s

effects back to the US if it terminates his employment other than in

circumstances such as serious misconduct which would justify

summary termination.

— For the first five years of employment, an annual allowance of

up to £50,000 to cover flights between London and the US for

Mr Schwimmer and his family.

David Schwimmer contributes £500 per month into the 2020 SAYE

scheme which will mature in June 2023 with a six-month exercise

window. Anna Manz contributes £500 per month into the 2021 SAYE

scheme which will mature in November 2024 with a six-month

exercise window.

There are no contractual malus or clawback provisions in place in

relation to benefits.

Executive Directors are covered by the Directors’ and Officers’

insurance and indemnification.

Retirement Benefits

In the UK, pension provision for our Executive Directors takes the form

of a non-consolidated cash allowance; only base salary is used to

calculate pension entitlement and no other pension supplements apply.

David Schwimmer and Anna Manz each receive an allowance

equivalent to 10% of base salary as a taxable cash supplement, which is

in line with the wider workforce, ensuring we are compliant with the UK

Corporate Governance Code.

Bonus awarded for FY2022

Executive Directors are eligible to receive an annual bonus based on

meeting or exceeding bonus targets that are set at the beginning of the

year, looking at the Group’s financial performance, strategic objectives

and their personal contribution.

The Committee also receives input from the Risk Committee with regard

to performance related to risk culture (awareness, transparency and

accountability) when assessing remuneration decisions.

The operation of the FY2022 annual bonus is as per last year. The

Group bonus pool continues to be assessed 60% against financial

performance and 40% against strategic objectives. The Committee

considers AOP to be of particular significance for the Group and

believes it should continue to be the main financial measure for annual

bonus plan purposes. As per 2021, the maximum bonus opportunity is

225% of salary for the Chief Executive Officer and 200% of salary for

other Executive Directors.

The Executive Directors’ awards are funded from the Group bonus pool.

For FY2022 the performance of the Executive Directors and Group

Executive team continues to be assessed as part of a scorecard. This

scorecard aligns the bonus assessment with the construct of the Group

bonus pool: 60% against Group AOP; 40% against strategic objectives.

The ‘strategic’ element includes key Group strategic initiatives as well as

personal and divisional objectives.

Further to our commitment to ensure a greater focus on the

development of culture for the Group, the Committee determined that

within this scorecard there should be a greater proportion assessing

behavioural performance, to allow for a stronger emphasis on how the

individuals achieved their targets. A 360° feedback process informs part

of the assessment of the personal element of the scorecard.

129 London Stock Exchange Group plc

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GOVERNANCE

Directors’ Remuneration Report continued

Determination of Bonus for FY2022

The Committee determined the overall Group bonus pool with reference to the 12-month performance period ending 31 December 2022.

The performance measures and targets for the FY2022 Group bonus pool are set out below:

Assessment of strategic objectives

Measure Objective

ESG

alignment Performance against objectives Outcome

Growth

Accelerate growth within and

across Divisions; identify potential

transformational growth opportunities

— Delivered 6.6% income growth

(organic, excluding Russia impact).

— Delivered run-rate revenue synergies of

£68 million by the end of 2022, exceeding

stated forecasts of £40-60 million.

— Strategically targeted investments that will

deliver a more scalable and efficient business

and enhance our customer offering, including

the acquisitions of GDC, MayStreet, TORA

and Quantile.

— Established strategic partnership with Microsoft

which significantly accelerates our strategy to be

the leading global financial markets infrastructure

and data provider.

Above target

Culture

Foster a diverse, inclusive culture

and a sense of pride; connect, create

opportunity, deliver excellence

S — Significant progress made in embedding an

inclusive culture that values a range of

perspectives and embraces diversity of every kind.

— Achieved our target of 40% women in senior

leadership by end of 2022.

— Employee engagement score of 75% defied

the current external trend by increasing 2 points

vs 2021.

— Launched career development framework,

hybrid working and recognition platform.

Above target

Resilience

Drive risk-based decisions, improve

infrastructure and delivery for

long-term resilience, compliance,

sustainable growth

G — Further enhanced risk, resilience and control

frameworks across LSEG.

— Good progress across various cyber

programmes; robust mitigation of cyber risks

from Ukraine/Russia conflict.

— Net debt back within 1.0-2.0x leverage range

as communicated to markets.

— Continuing to improve resilience and work in

partnership with key regulators to address any

regulatory changes.

Target

Performance measure Threshold Target Maximum Weighting Outcome achieved

Group AOP £2,299m £2,503m £2,937m 60% 30%

Actual £2,503m

Strategic Objectives 10% 20% 40% 40% 31%

Details of performance are set out below Actual 31%

Total 100% 61%

1 AOP excludes amortisation of purchased intangibles, non-underlying items.

2 Group AOP is measured using budget foreign exchange rates.

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ANNUAL REPORT ON REMUNERATION CONTINUED

Assessment of strategic objectives continued

Measure Objective

ESG

alignment Performance against objectives Outcome

Customer

Deliver an exceptional customer

experience and engagement

through our commitment to open

approach, partnerships and

transparent markets; demonstrate

thought leadership, sustainability,

and innovation in our core customer

and partner value propositions

S — Customer metrics stable and improving and

timely customer-centric migration delivered.

— Investment in automation, self-service & digital

solutions to improve customer satisfaction with

time to resolve customer queries reduced.

— Delivered significant projects relating to Corporate

Sustainability Reporting Directive, US Data Privacy

& Protection Act and EU DORA.

— Demonstrated thought leadership in ecosystem

through focused campaigns on top priority

advocacy objectives; strong investor engagement

on various topics.

Above target

Efficiency

Simplify LSEG’s governance,

technology, operations, processes

and products to enable scalable

sustainable growth; integrate

organisationally, operationally,

and promote learning of our new

business; connect our products,

services, and experts to enable an

improved customer experience

S,G — Delivered cost synergies ahead of schedule with

£297 million run-rate achieved by end of 2022,

exceeding target of £250 million.

— Exceeded in-year and run rate cost synergy

targets at planned cost-to-achieve; demonstrating

strong cost control and efficiency.

— Driven agility and customer-centricity through

implementation of new ‘Ways of Working’,

organisational design and location strategy.

— Strong progress made against objectives to

simplify operations, processes and products.

Above target

Sustainability

Establish LSEG as a strategic enabler

of sustainable economic growth

E,S,G — Our sustainability strategy has launched and is

being embedded. LSEG became the first global

exchange to publish its own Climate Transition

Plan and has set ambitious, science-based targets

to be net zero by 2040.

— Launched the 2022 Green Economy Mark Cohort

including 108 companies and funds, with a

combined market cap of £156 billion.

— £10 billion was raised on the London Stock

Exchange Green Bond segment and £12 billion

was raised on the Sustainable Bond segment.

— Launched London Stock Exchange’s Voluntary

Carbon Market and welcomed Foresight

Sustainable Forestry as the first listed issuer to

be admitted onto the market.

Target

We track 11 core financial and non-financial KPIs that link to our Group Strategic Objectives. More information can be found on pages 12 to 15.

Application of discretion

These incentive outcomes above are reflective of overall Group financial and strategic performance, and the Committee determined that no

discretion should be exercised to adjust the formulaic outcomes.

In determining these outcomes, the Committee considered whether to adjust for the adverse financial impact of the Ukraine/Russia conflict in 2022.

However, the diverse nature of LSEG’s business, the strong performance demonstrated across our divisions throughout the year, and revenue

recovery initiatives have mitigated much of the income loss. No discretion has therefore been exercised.

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GOVERNANCE

Directors’ Remuneration Report continued

Assessment of individual performance

Executive Director Commentary

David Schwimmer,

Chief Executive Officer

— David Schwimmer has led the Group’s strong performance in a challenging macroeconomic and geopolitical environment.

LSEG delivered another year of strong growth and is making excellent progress in realising the benefits of the Refinitiv

transaction. The Group continues to exceed the three-year targets we set out at the time of the announcement of the transaction.

— Under David’s leadership, LSEG has commenced a new long-term strategic partnership with Microsoft for the development of

next-generation data and analytics and cloud infrastructure solutions. This partnership significantly accelerates LSEG’s growth

and transformation plans.

— David has driven the strong progress we have made towards implementation of a number of strategic transformation

programmes to simplify LSEG’s processes and products and enable an improved customer experience. We have also further

enhanced our risk, resilience and control frameworks.

— David has continued to drive LSEG’s leadership role on sustainability through strong engagement with stakeholders and

policymakers, as well as our involvement in initiatives such as the Glasgow Financial Alliance for Net Zero, the Climate Data

Steering Committee and the UK’s Transition Plan Taskforce. We have also developed a number of new propositions to enable

sustainable economic growth, including: our Voluntary Carbon Market, Green Economy Mark and ESG data feeds. In 2022,

LSEG became the first global exchange group to publish its own Climate Transition Plan, which received the backing of 99% of

our shareholders, and has set ambitious, science-based targets to be net zero by 2040.

— David has continued to foster a culture of diversity and inclusion, setting the tone from the top and role modelling the values of

the Group.

— Under David’s direction, LSEG has taken a number of steps to progress our culture goals, including: the launch of our career

development framework, hybrid working model and global recognition platform. Reflecting the strong progress made on LSEG’s

cultural transformation, our employee engagement score defied the current external trend by increasing 2 points from 2021 to

75 points.

— David has also driven progress towards our gender diversity targets for senior leadership with a strong focus on measurement

and accountability across the business and we have met our target of 40% women in senior leadership by end of 2022.

Anna Manz,

Chief Financial Officer

— Anna Manz has played a pivotal role as the Group continues to grow and has led the Group’s strong financial performance in

2022, supporting new growth opportunities while maintaining a focus on cost control and efficiency. LSEG has demonstrated

strong revenue growth across our businesses and a robust financial position.

— Anna has been key to the delivery of the synergy and growth targets announced as part of the Refinitiv acquisition; with further

saving and efficiency opportunities identified. Our synergy programme is ahead of schedule, with £297 million of run-rate cost

synergies and £68 million run rate revenue synergies realised by year-end.

— Anna has been critical to the planning, negotiation, and agreement of the new strategic partnership with Microsoft which

significantly accelerates our strategy towards becoming the world’s leading financial markets infrastructure, data and

analytics provider.

— Anna has also been central to the Group’s capital allocation strategy, M&A activities and strategically targeted investments

that will deliver a more scalable and efficient business and enhance our customer offering, including the acquisitions of GDC,

MayStreet, TORA and Quantile.

— In addition, Anna has overseen the successful completion of the debt refinancing programme and net debt is back within our

1.0-2.0x leverage target range.

Based on the above context and an assessment of individual

performance, the Remuneration Committee awarded bonuses to each

of the Executive Directors as follows:

Role Chief

Executive

Officer

Chief

Financial

Officer

Name David

Schwimmer

Anna Manz

Bonus for

FY2022

% of salary 143% of salary 123% of salary

% of max 64% 62%

£ total amount £1,433,250 £802,100

Of which 50% is deferred £716,625 £401,050

Bonus

Component

Financial Performance (60%) 50% of

maximum

50% of

maximum

Strategic Objectives (20%) 79% of

maximum

79% of

maximum

Personal/Divisional Objectives

(20%)

90% of

maximum

80% of

maximum

Compulsory deferral under Remuneration Policy

Executive Directors must compulsorily defer 50% of their bonus into

shares for a period of 3 years. Dividend equivalents will be paid in

respect of deferred shares on vesting.

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Directors’ Remuneration Report continued

ANNUAL REPORT ON REMUNERATION CONTINUED

LTIP Awards granted in March 2019 with a performance period

ending in FY2022

The performance period for the absolute TSR element of the

Performance Share awards ended in March 2022. The awards granted

in 2019 were based on adjusted EPS performance in the three-year

performance period to December 2021, and absolute TSR performance

in the three-year period from grant. Over the performance period,

average adjusted EPS growth was 21% per annum and therefore vested

at 100% for this element. The Company also delivered annualised

absolute TSR performance of 17% in the 3 years to March 2022

and therefore vested at 100% for this element. The vesting price at

22 March 2022 was £79.14. These values are shown in the single

figure table for the financial year ending December 2021.

LTIP Awards granted in April 2020 with a performance period

ending in FY2023

The value shown in the single figure table on page 127 for the financial

year ending December 2022 represents the estimated value of the

2020 awards which will vest in April 2023. The estimated value is based

on the average closing share price in the final 3 months of the financial

year of £76.66; the value will be confirmed in April 2023. The Committee

does not intend to amend the outcome or make any adjustments in

regard to share price growth over the period, on the basis that this

vesting reflects our view of the Group’s underlying performance and

returns for shareholders over the performance period.

As disclosed in the Statement by the Chair of the Remuneration

Committee, given the materiality of the Refinitiv acquisition and its

impact on the Group’s underlying financial metrics, it was necessary

to reconsider the AEPS performance targets of the 2020 LTIP award.

To accomplish this, the calculated actual AEPS growth was adjusted

such that the impact on earnings of the Refinitiv and Borsa Italiana

transactions did not inappropriately affect the vesting.

To reflect the Committee’s higher expectations regarding the future

growth profile of the combined entity, the revised AEPS target for

the 2020 LTIP combines a 6% to 12% CAGR range for the one year

pre-acquisition with an increased range of 8% to 18% CAGR for the

two years post-acquisition.

No change has been made to the TSR targets. The final vesting

outcome (including the actual share price at vesting) following the end

of the performance period will be disclosed in the next Annual Report

on Remuneration covering FY2023.

The performance conditions applying to awards granted in March 2020

are, therefore, as follows:

EPS element (60%) –

average adjusted

EPS growth

TSR element (40%) –

relative TSR growth

Proportion of relevant

element which vests

Less than 7.3% p.a. Less than median 0%

7.3% p.a. Median ranking 25%

16% p.a. or more Upper quartile ranking 100%

Straight-line pro-rating applies between these points

LTIP Awards Granted in FY2022 (audited)

Awards during FY2022 were granted in March under the LTIP and

were made with a value of 300% of salary for David Schwimmer and

Anna Manz.

Role Chief

Executive

Officer

Chief

Financial

Officer

Name David

Schwimmer

Anna Manz

2014

LTIP

(conditional

award)

% of salary 300% of salary 300% of salary

Face value £3,000,000 £1,950,000

Share price

£83.60 £83.60

Number of LTIP shares granted 35,885 23,325

Notes:

1 The share price of £83.60 was determined using the closing price (MMQ) on 5 April 2022.

2 TSR is measured over a 2-month trailing average at the start and end of the performance

period and compared to the UK FTSE 100 Index peer group. EPS is measured over the same

performance period, 3 financial years ending 31 December 2024, and compared to the

FY2021 baseline.

The performance conditions applying to awards granted in March 2022

are as follows:

EPS element (60%) –

average adjusted EPS

growth

TSR element (40%) –

relative TSR growth vs.

UK FTSE 100 Index

Proportion of relevant

element which vests

Less than 6.5% p.a. Less than median. 0%

6.5% p.a. Median ranking 25%

12.5% p.a. or more Upper quartile ranking 100%

Straight-line pro-rating applies between these points

Other share plans (SAYE, SharePurchase)

All permanent UK employees, including Executive Directors, are

eligible to participate in the HM Revenue & Customs tax-favoured

Save As You Earn Scheme (SAYE). Under the rules of the SAYE,

participants can save up to £500 each month, for a period of three

years. At the end of the saving period, savings may be used to acquire

ordinary shares by exercising the related option. The options may be

granted at an exercise price which represents a discount of up to 20%

to market value at the date of invitation. No performance conditions

are attached to SAYE options.

There is also a SharePurchase Plan, which is designed to provide

share options to all employees in our Group, including Executive

Directors, who are not based in the UK. SharePurchase allows eligible

employees in 20 countries to purchase up to an equivalent of £500 of

LSEG ordinary shares per month and are then awarded additional

shares which vest after the completion of a three-year plan cycle.

No performance conditions are attached to the award. During 2022

we launched SharePurchase into nine new countries, meaning that this

year 89% of our employees globally were offered the opportunity to

benefit from our success and share in LSEG’s future by participating in

one of our employee share ownership plans.

In 2020 and 2021 respectively, David Schwimmer and Anna Manz

commenced saving the maximum £500 per month under the SAYE,

pertaining to options granted on exactly the same terms as to all other

eligible employees.

These all-employee share plans are a core component of our people

proposition and benefits offering, acting as a modest retention tool with

30% of eligible employees participating globally.

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GOVERNANCE

Directors’ Remuneration Report continued

Implementation of the Remuneration Policy during 2023

(1 January 2023 to 31 December 2023)

Base salary operation:

During the year, the Committee conducted its annual review of the

base salary levels of our Executive Directors.

Since Anna Manz joined the company in 2020, she has not received a

salary increase. Last year, despite strong performance, we determined

not to award an increase as Anna was only in the second year of her

role. However, we signalled in our Directors’ Remuneration Report

in 2022, that we would commit to keeping her salary and total

compensation under review alongside the continued success of the

company and the delivery of goals related to the Refinitiv transaction.

Anna joined LSEG from a CFO role at a smaller company at an

appropriate salary. Since she joined, LSEG has become a significantly

larger, more international and complex business. The Refinitiv

transaction completed in January 2021 and transformed the company in

terms of global breadth, complexity, business diversification and size,

and Anna has been key to the delivery of synergies ahead of schedule.

LSEG has also continued to grow with the acquisitions of GDC,

MayStreet, TORA and Quantile in 2022. This growth and transformation

of the business has greatly increased the scope, responsibilities and

complexity of the CFO role. In addition, Anna has been critical to the

commencement of the strategic partnership with Microsoft and will

continue to play a pivotal role in how this collaboration accelerates

LSEG’s growth and transformation plans.

She is now in her third year in the role and has consistently

demonstrated strong performance and has made a meaningful

impact at LSEG. Anna is a fully established and critical member of

the management team and the Group has demonstrated strong

revenue growth and a robust financial position.

Following a recent benchmarking exercise, it was clear to the

Committee that Anna’s salary and total compensation was significantly

lower than her peers in the FTSE 30 and was below the lower quartile.

The Board and Committee have a responsibility to retain the very best

talent and are committed to pay equity; such a significant gap to market

was considered inequitable.

Given the size, scope and complexity of the role, her strong

performance and development since joining the Group, and the

relative market positioning, the Committee has decided to award a

15% salary increase to £750,000, effective 1 January 2023. This is the

first salary increase Anna has received since joining. Even after this

increase, Anna’s salary and total compensation will continue to be

positioned below the median of the FTSE 30.