IG GROUP HOLDINGS PLC
ANNUAL REPORT 2023
Empowering ambition,
enabling freedom
Introduction Strategic Repot Governance Repot Financial Statements
Shareholder and
Company Information
IG GROUP HOLDINGS PLC Annual Report 2023
Welcome to our
Annual Report 2023
Vonetta Logan, On-Air Personality, tastylive
Who we are
We are a purpose-led global fintech at the
forefront of trading innovation since 1974.
What we do
We empower self-directed traders around the
world by unlocking real-time trading opportunities,
through our award-winning products, educational
content and platforms.
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This report has been designed in a landscape
format to optimise the online reading experience.
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01IG GROUP HOLDINGS PLC Annual Report 2023
Inside this report
Introduction 01
FY23 Highlights 02
At a Glance 03
Chair’s Statement 04
Chief Executive Officer’s Statement 06
Strategic Report 09
Our Purpose and Values 09
Business Model 10
Key Trends Likely to Affect Our Business 12
Key Performance Indicators (KPIs) 14
Strategic Update 15
Stakeholder Engagement 20
Section 172(1) Statement 22
ESG Report 23
Task Force on Climate-related Financial Disclosures 29
Streamlined Energy and Carbon Report 31
Diversity Report 32
Non-Financial and Sustainability Information Statement 35
Trophy Cabinet 36
Chief Financial Officer’s Statement 37
Business Performance Review 39
Risk Management 48
Principal Risks and Risk Appetite 49
Going Concern and Viability Statement 54
Governance Report 56
Chair’s Introduction to Corporate Governance 56
The Board 58
Governance Framework 62
Board Governance 64
Board Activities During the Year 67
Engagement with employees 69
Understanding our Stakeholders 70
Board Evaluation 72
Nomination Committee Report 74
ESG Committee Report 76
Audit Committee Report 78
Board Risk Committee Report 85
Directors’ Remuneration Report and Policy 89
Remuneration at a glance 95
FY23 Directors’ Remuneration Policy 96
Annual Report on Remuneration 105
Directors’ Report 119
Statement of Directors’ Responsibilities 122
Independent Auditors’ Report 123
Financial Statements 131
Shareholder and Company Information 190
Shareholder and Company Information 190
Appendices 191
Group-wide Key Performance Indicator (KPI) Definitions 194
Powering the pursuit
offinancial freedom
for the ambitious.”
Introduction Strategic Repot Governance Repot Financial Statements
Shareholder and
Company Information
Annual Report 2023IG GROUP HOLDINGS PLC02
Our year
in summary
FY23 Highlights
Total revenue
2
£1,022.6m
(FY22: £973.1m)
Net own funds generated from
operations
£350.9m
(FY22: £437.3m)
Profit before tax
3
£449.9m
(FY22: £477.0m)
Total dividend per share
45.2p
(FY22: 44.2p)
Basic earnings per share
4
86.9p
(FY22: 92.9p)
Share buyback announced
5
£250m
Financial
1
A snapshot of our year
We are delighted to report a fourth
consecutive record year, with total revenue
exceeding £1 billion for the first time,
anexciting milestone which reflects the
success of our strategy.
BUSINESS PERFORMANCE REVIEW
PG. 39
See appendices for reconciliation to statutory measures.
1 Numbers are presented on a continuing operations basis
2 On an adjusted basis, total revenue for FY22 was £967.3 million. Total revenue is calculated as net trading revenue plus net interest income. See appendices for reconciliation
3 On an adjusted basis, profit before tax was £490.5 million (FY22: £494.3 million)
4 On an adjusted basis, earnings per share was 94.7 pence (FY22: 96.3 pence)
5 Represents the value of share buyback announced at the full year results
OTC revenue 79 %
ETD revenue 18%
Stock trading 3%
Introduction Strategic Repot Governance Repot Financial Statements
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03IG GROUP HOLDINGS PLC Annual Report 2023
Empowering ambition,
inspiring tomorrow
At a Glance
About us
Our client proposition
Market access – we provide access to
around 19,000 markets globally
Superior trade execution – 99% of orders
filled at desired price or better
Platform reliability – we pride ourselves on
the reliability of our platform, whatever the
market conditions
Content and education – we have a wide
range of tools, content and education for
all levels of client experience
Client servicing – we take a personal
approach to dealing with our clients
Reputation – client surveys show our
reputation is one of the top reasons they
chose us
Products
Over-the-counter derivatives
(OTC)
Exchange-traded derivatives
(ETD)
Stock trading and investments
Content and education
tastylive Bad Trader tour, Phoenix
Our market-leading brands
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04 IG GROUP HOLDINGS PLC Annual Report 2023
We delivered
another year of
record total
revenue,
surpassing
£1billion for
thefirst time.”
Chair’s Statement
As I look back over the year, one aspect of
business I have been particularly struck by
isthe tremendous impact of being able to
reconnect again in person.
There is no doubt the pandemic has created
arelationship deficit that we are still working
to fill. Hundreds of new employees have joined
us in that time, many of whom have only just
started to work with colleagues regularly on
aface-to-face basis in the past year.
As the Chair of the IG Board, being able
to sit down again in an actual room with
my fellow Directors notably improves
our effectiveness. Being able to discuss
matters and offer immediate reaction
or challenge face-to-face across a table
is empowering. It encourages lively and
healthy debate and the opportunity to share
our diverse thoughts and experiences.
And of course, it provides the chance to
connect at a more personal level as well.
Many of these elements were reflected
in the review on Board effectiveness we
conducted this year and remain front
of mind as we look at ongoing Board
composition, which I discuss further in
the Governance section of the report.
Equally, the Directors and I have valued
the opportunity to visit offices in various
locations around the world over the past
year and meet with local teams. This
included a full Board meeting in the US in
November, an important part of our growth
strategy, as well as visits to Bangalore and
Krakow, two of our largest locations and
critical engines of our business. We were
impressed at the energy and enthusiasm
demonstrated by our people in all locations
and the strong sense of accountability
imbued throughout the business.
Experiencing this first-hand has really brought
home the importance of interpersonal
connections in building a strong workplace
culture, founded on confidence and
understanding. We are seeing the benefits
ofthe return to office in delivering inspiring
experiences for our employees. At the same
time, we are also applying the lessons learnt
on effective remote working to leverage the
best of both worlds.
Performance
On a performance front, we have
delivered good results in a year marked
by an extremely uncertain geopolitical
environment that continues to reverberate
across the world. We delivered another
year of record total revenue, surpassing
£1 billion for the first time. This was
underpinned by the sustainability and
loyalty of our OTC client base, who continue
to find opportunity in volatility. We also
benefited from our ability to take advantage
of the higher interest rate environment.
Importantly, we have retained a steady
focus on the successful rollout of our
diversification strategy across products
and geography. While the Board will
periodically stress test our approach, as
appropriate, the strategy continues to
deliver, with non-OTC revenue, including the
associated interest income, now a meaningful
contributor at 21% of total revenue.
Capital Allocation Framework
I am particularly proud that our disciplined
approach to capital allocation and the
framework we established in FY22 has
allowed us to balance a consistent and steady
return to shareholders with support for the
Mike McTighe
Chair
19 July 2023
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05IG GROUP HOLDINGS PLC Annual Report 2023
communities that we belong to around the
world. This is in addition to continued organic
investment in the business for growth.
During FY23, we announced share
buybacks of £200 million and the total
capital returned for the period was
£363 million. We have since announced
a new buyback programme of £250m
alongside a dividend of 45.2p per share.
Here at IG Group, we are committed to
raising the bar by empowering all our
stakeholders and communities on their
respective journeys – whether benefiting
directly as an investor in the company or
accessing the enormous volume of content
and tools we provide clients daily to hone
their skills and act with confidence.
Chair’s Statementcontinued
We have taken
steps again this
year to make
sure our
employees
remain
supported.”
1 in 3
employees engaged in
ESG-related activities
Total capital returned of
£363m
£4m
allocated to charities
IG Menkul Değerler office, Bangalore
In FY22, we launched our Brighter Future
Fund – a pledge to put 1% of our annual
profits after tax towards charitable
initiatives. This year we allocated £4 million
to support programmes that align with
our strategic theme of ‘empowerment
through education’. Whether focusing on
financial literacy, or increasing diversity in
the technology sector, our donations will
contribute to UN Sustainable Development
Goal (SDG) 4 – ensuring an inclusive and
equitable education for all. Please take
the time to read more about our global
activities further on in the report.
Our people
In all of this we have not lost our focus at
home. We have taken steps again this year
tomake sure our employees remain
supported, not just financially but also in their
broader wellbeing through formal and
informal support networks. As always, they
have also given back, with an incredible one in
three of our people engaging in ESG-related
activities during the year.
I would like to take this opportunity to thank
my fellow Board members, the Executive
Committee and all our employees for their
ongoing dedication and work over the past
year. At the time of writing this report, our
CEO June Felix is taking a short period of
medical leave. We look forward to welcoming
her back soon and I look forward to an
exciting and fruitfulFY24.
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06 IG GROUP HOLDINGS PLC Annual Report 2023
A passion to
create inspiring
experiences for
clients is at
theheart of
ourbusiness.”
Chief Executive Officer’s Statement
June Felix
Chief Executive Officer
19 July 2023
At IG, we are driven by one unrelenting
focus: to offer our ambitious clients the
opportunity to create the financial freedom
they strive for now and in the future.
This means offering a first-class trading
experience that includes market-leading
platforms and tools, access to around
19,000 markets, outstanding trade execution
and unparalleled customer support.
This passion to surpass our clients’
expectations and create inspiring experiences
is at the heart of our business. It has
enabled us to deliver sustainable, resilient
growth over decades by building and
retaining a strong and loyal client base.
While we continue to demonstrate the
market-leading strengths of our OTC
derivatives business, we are also making
significant progress on the strategy we
announced in May 2019 to expand and
diversify by product and geography, which
gives us the opportunity to grow the client
base and give existing clients access to
more products and asset classes. Our
success in balancing core growth with
diversification over the last four years
positioned us extremely well for the
market conditions we saw during FY23.
This year our total revenue exceeded £1
billion for the first time, more than double
our revenue in FY19, while consistently
achieving margins exceeding 40%.
Our people have been a driving force behind
this success. They have a relentless focus on
delivering an outstanding client experience
through superior technology, education
and content, and customer service. I want
to extend my enormous thanks to everyone
for the role they have played in delivering
another year of strong results, and I am
delighted that our employee engagement
results for the Group were 87%. This is
based on measures such as being proud
to work for IG, understanding how their
role contributes to IG’s success, and being
committed to helping IG fulfil its purpose.
Client focus
To support our self-directed and ambitious
clients, we curate experiences that makes us
a trusted partner, underpinned by our market-
leading technology, wide product offering,
and differentiated education and content.
In the US, for example, tastylive’s passion
for engaging self-directed traders has
transformed the way our clients participate
in the options and futures markets and
how digital financial media is imagined
and produced. It provides original content,
delivered by renowned and respected
personalities, seven days a week. Content
is distributed through live programming,
on-demand shows, blogs, podcasts, online
educational courses, live in-person events
and webinars. tastylive understands retail
traders and their needs because they
are traders themselves. This is also why
leading financial institutions, such as CBOE
and the CME have sought partnerships
with us. Our engaging and accessible
content, combined with our other content
channels across IG is watched globally
more than 100 million times each year.
We also continue to lead the way as
champions of client welfare, and fair client
outcomes remain a foundation of our
business. Understanding their needs and
shaping our business model to align with their
interests has contributed to the long-term
sustainable performance of our business. This
approach is part of our culture and makes us
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07IG GROUP HOLDINGS PLC Annual Report 2023
the first choice and natural home for active
traders. It means we foster their long-term
loyalty and trust, and brings to life the values
we share to champion the client and do the
right thing.
Our community commitments
Making a positive impact in our communities
is important to everyone at IG.
We have pledged to contribute the equivalent
of 1% of post-tax profits to charitable causes,
and we are proud to deliver on this promise
– supporting projects all around the world,
with a particular focus on the theme
‘empowerment through education’. For
example, we continue to work in partnership
with Teach For All and their network of
partner organisations in most of the countries
where we operate, including Teach First in the
UK, Teach For Poland and Teach For India.
With a shared purpose to make the education
system work for every child, these
partnerships continue to make a real
difference. As part of this ongoing
commitment, by the end of FY26 we aim to
have positively impacted the lives of 1 million
people around the world.
I am inspired by the work we are enabling
through these partnerships and am humbled
by the engagement of our people who have
passionately supported them through
volunteering and charitable activities. We
have exceeded our goal of a third of our
employees engaging in voluntary and
charitable activities each year.
Our strategic progress
In FY19, we launched our strategy to expand
and diversify the Group by both product and
geography, leveraging our well-established
strengths in trading and trading products,
technology, and risk management.
Since then, we’ve made great progress
and while total revenue has more than
doubled, the proportion of revenue from
non-OTC products increased from 5%
to 21%, while the proportion of revenue
from the UK market reduced from 42%
to 34%, primarily driven by our organic
and inorganic growth in the US market.
Given its position as the world’s largest
financial market, the growth in total US
revenues this year, up 47% to £191.3
million, is a particular highlight. The main
driver of this growth is tastytrade, where
significantly higher levels of interest income
offset some softer net trading revenue.
In the year we laid stronger foundations
for future growth, and some highlights
of our progress at tastytrade include:
Improving client experience by overhauling
mobile applications, creating an open
Application Programming Interface (API),
and launching an upgraded web-based
trading platform, which is now the newest
in the sector. This delivers a scalable,
powerful trading platform to our clients,
backed by outstanding customer service.
Expanding our equity trading capabilities
to capture a greater share of our clients’
trading portfolios and attract larger client
balances. This allowed us to capitalize on
the rising US interest rate cycle.
Rebranding the brokerage firm from
tastyworks to tastytrade earlier this year,
setting the stage for it to become
ahousehold name for trading the
USmarkets.
Chief Executive Officer’s Statementcontinued
IG, official partner of England Cricket
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08 IG GROUP HOLDINGS PLC Annual Report 2023
Our brand campaign and our differentiated
advertising and product innovation have
resulted in us achieving the status of number
one international broker in Japan. We
continue to improve our client experience,
with a new risk analysis tool to support our
clients’ trading, and the launch of one of our
content channels, DailyFX, in the region to
boost our coverage and attract prospects to
our trading platform. Through our continued
investment in Japan, we remain confident of
further growth and are excited by the
significant opportunity the region offers as
part of our strategy.
In the markets where our core OTC business
dominates, we remain in the leadership
position. FY23 provided some challenging
conditions, with high-inflation, global
recessionary fears and lower levels of market
volatility than seen in recent years. Despite
this, the sophisticated nature of IG’s OTC
client base shone through, and our market-
leading offering has supported their trading
during the period. We are committed to
supporting these markets with brand-building
investment, resulting in localised campaigns
and sponsorships during the last 12 months,
despite challenging conditions, to ensure we
maintain our leadership position.
We are well positioned to invest steadily and
consistently for growth given the strength
and stability of our cash flows, our strong
balance sheet and our focus on managing
costs and profit margins.
More than a third of our people work in
technology-related roles or teams and it is a
linchpin in the success of our business. This
year, my executive team and I have welcomed
Adam Wheelwright as Chief Technology
Officer; his vast experience and passion for
client-centric software development will be a
key driving force as we continue our journey
of innovation.
A rich talent pool
We are privileged to have such a rich, diverse
talent pool across the Group, and one which
is growing in capability all the time. The
continued engagement and commitment of
our people is critically important, and we
recognise this year has been challenging for
many as high inflation rates have persisted
and negatively impacted their standard of
living. To support them through this period,
we have undertaken a remuneration review
targeted at our most impacted colleagues.
This process has included external pay award
benchmarking, one-off cost of living booster
payments, and pay rises.
Finally, I am delighted to report that this year
we have again achieved a number of
impressive accreditations that recognise our
fantastic culture and working environment.
These include the Great Place to Work
certification in our India and Poland offices,
and the Top Employer certification in the UK
and South Africa. In the UK, we were also
named on The Sunday Times’ Best Places
toWork list for 2023 and ranked among
Newsweek’s 2023 Global Top 100 Most
LovedWorkplaces. These are all brilliant
achievements and a real testament to the
culture and environment we have built – one
where we learn fast together, champion the
client and continually raise the bar. I look
forward to further strengthening that culture
and enjoying continued success over the
years to come as we drive the business
towards our strategic ambitions.
Chief Executive Officer’s Statementcontinued
Our success in
balancing core
growth with
diversification
over the last
fouryears
positioned us
extremely well
for the market
conditions in
FY23.”
Leveraging Group marketing capabilities,
including search engine optimization (SEO),
and building a best-in-class marketing
function.
Launching the first-ever national brand
campaign to raise the profile and
awareness of the business.
Combining Group resources, platforms and
capability with decades of experience from
the tasty management team has proved
successful. This has been a key driver in our
marketing efforts and significant delivery of
feature-rich client-facing technology over the
last year. It has been great to see how,
through a combination of these two initiatives,
tastytrade has been able to grow its appeal
from active options and futures traders to
include active equity traders.
In Europe, Spectrum – our pan-European
trading venue for securitised derivatives –
is a standout example of our ability to innovate
at scale. Conceived, incubated and built
in-house, Spectrum marked an important
milestone this year by welcoming two top-tier
banks, Societe Generale and UniCredit, as
new product issuers. This shows the strength
of Spectrum’s reputation in the European
exchange market and means that IG’s
European retail clients (and other distributors
on Spectrum) will have access to many
thousands of new products. Spectrum has
significant potential to continue on this
growth journey as new products and
distributors are onboarded, creating an
engine for scalability and sustainable growth.
In Japan, our business has continued to
succeed. This has been achieved through
sustained investment in our products and
brand to meet the needs of the local market.
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09IG GROUP HOLDINGS PLC Annual Report 2023
Powering the pursuit of financial
freedom for the ambitious
Our Purpose and Values
Purpose
Our purpose is simple: to power the pursuit of
financial freedom for the ambitious. We are
passionate about providing the best
experience for our clients, putting them at the
heart of everything we do to support them on
their trading and investing journeys.
Strategic drivers
Our strategic drivers guide the decisions we make and keep us on track to achieve ourpurpose.
Values
Our values inform all the decisions that
wemake, from day-to-day interactions
withcolleagues or clients through to
theboardroom.
Champion the client
We want our clients to trade profitably, and
our business model aligns our interests.
Learn fast together
This is key to our culture of innovation. We
know that not everything will work perfectly
the first time, but we encourage our
colleagues to be innovative, productive and
collaborative to accelerate growth and drive
personal development.
Raise the bar
As the market leader in our industry, with a
strong reputation for doing the right thing for
all of our stakeholders, we encourage our
colleagues to constantly raise the bar.
Every ambitious person
Unrelenting in our drive to reach ambitious
people across the globe. Wherever they are,
they all share similar characteristics: they’re
driven and self-directed. We exist to help
them in their pursuit of financial freedom, and
we acknowledge that this means something
different for everyone.
Products that power
Evolving our product portfolio to provide
greater choice and flexibility in the pursuit of
financial freedom. Through innovation, we
can power every ambitious person with
market-leading technology, platforms,
products and exchanges. Our focus on
education gives our clients the understanding
and confidence to harness that power to
achieve their goals.
Inspiring experiences
Creating personalised experiences that
engage, educate and empower. We invest in
our award-winning platforms to provide
faster, clearer and smarter ways to trade. User
experience is the top reason clients trade with
us. We also encourage our colleagues to work
collaboratively to produce excellent results
and get the most out of their roles.
Tuned for growth
Developing our capabilities and infrastructure
for growth, balancing the need for agility with
robust controls and risk management.
Successfully diversifying our business
geographically and by product has been
possible due to our strong scalable
foundations. As we continue to grow, this
remains a key focus in our technology, our
operations and our financial strength.
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10 IG GROUP HOLDINGS PLC Annual Report 2023
Our resources
Technology
We continue to invest in product
development, technology resilience
and platform quality, and provide our
clients with cutting-edge resources to
support their trading.
Brand and reputation
We are a global leader in online
trading, with a strong reputation which
has been built over nearly 50 years. We
are known for our excellent platforms,
risk management and client service.
People and culture
Our values define a culture of support
and innovation. We have some of the
best talent in the industry and foster
an environment which allows our
people to excel, resulting in the best
service for our clients.
Financial capacity
Our business model is highly cash
generative. This gives us the capacity
to invest in the business to support
future growth, return capital to
shareholders and evaluate other uses
of capital, including acquisitions.
Our products
Our resources and strengths as a business come together to provide four products
for our clients:
Creating value for ourstakeholders
Investors
Delivering attractive returns across an
increasingly diversified business from
a strong financial position.
Clients
Providing a high-quality global
platform, excellent client service
and a range of distinctive educational
content to support our ambitious
clients.
Communities
Playing our part to support our
communities, with a focus on
empowerment through education.
Colleagues
Recruiting, engaging and inspiring
our people through an inclusive
environment that enables them to
develop as professionals with best-in-
class resources, training and support.
A model for building momentum
Business Model
Our market-leading brands
OTC derivatives
Exchange traded
derivatives
Stock trading
and investments
Content
OTC
Contracts For
Difference
(CFDs)
OTC FX
OTC options
ETD
On-exchange
leveraged
securities (EU)
Options and
futures (US)
Stock
trading and
investments
Share trading
IG Smart
Portfolios
(in association
with BlackRock)
ISA and SIPPs
(via share
trading)
Content
and
education
10hrs daily live
programming
News and
original content
Webinars
and tutorials
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11IG GROUP HOLDINGS PLC Annual Report 2023
A stronger business, with broader options
Business Modelcontinued
Spotlight on
Interest income
Interest income has become more significant for the
business over the past 12 months. Although this has
always been a revenue stream, it has been immaterial
for many years due to persistently low interest rates.
Higher interest rates have restored this source of
income across the business.
Interest income is not dependent on trading activity,
and therefore has different drivers to our trading
revenue, bringing a meaningful stream of
diversification. Interest income is also more predictable
in nature on a short-term basis.
We benefit from interest income in two areas: the
balances that clients hold on account, and our own
corporate cash. Uninvested client balances are
typically held to cover margin requirements on open
trades, or for on-demand liquidity, so clients can place
trades quickly as opportunities arise.
FY23 net interest income
£80.8m
(FY22 £0.8m)
Spotlight on
Content and education
We know how valuable content and education is to our
ambitious clients, and we continue to invest heavily to
provide best-in-class resources to empower them in
their pursuit of financial freedom.
Our content is available in a range of formats and
across different brands. tastylive’s popular daily live
show focuses on trading strategies, DailyFX is our
in-depth market news and analysis portal, and IG
Academy hosts comprehensive learning resources
across many markets and products. We believe in the
power of content and are excited to drive expansion
and innovation in our offering.
As well as empowering our clients, the quality of our
content differentiates our business and creates
sustainable growth. Clients who interact with our
content tend to make better trading decisions and
weare more likely to retain them, and educational
resources are key in attracting new clients to
ourplatforms.
Content reach in FY23
20 million+
Spotlight on
OTC business model
Our OTC business model sets us apart within our
industry and is fundamental to our long-term success.
IG is the counterparty to every trade executed on our
platform which creates market risk. Exposure from all
trades placed globally is brought together into a central
Exposure Monitor where offsetting positions are
netted. Due to our scale and the volume of trading, the
vast majority of trades are naturally offset as clients
take opposing positions. Any residual market exposure
above pre-agreed risk limits is hedged.
This model aligns us with our clients. Our revenue is
driven by spread, commission and overnight funding
charges, it is not driven by client losses. We want our
clients to trade profitably.
As our revenue is independent of client trading
performance, it is less volatile than competitors with
higher market risk appetite.
4-year revenue CAGR
15%
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12 IG GROUP HOLDINGS PLC Annual Report 2023
Seeing further,
thinking smarter
We continue to evaluate key trends in our industry and in the
wider world, to understand the impact they may have on our
business, either to spot opportunities, or to mitigate risk.
We’ve highlighted below the main trends and what they mean
for our business.
Key Trends Likely to Affect Our Business
Financial markets Structural shift to self-directed trading and investing
What’s the trend?
Changing market conditions generate a
variety of opportunities to trade, which may
be more or less attractive to existing and new
clients and therefore impact levels of new
client onboarding and trading activity.
Over the past few years we have seen
increased market volatility from the Covid-19
pandemic, the conflict in Ukraine, and
challenges facing several regional banks in
the US. We’ve experienced elevated levels of
account applications and trading activity
during these events.
More recently, we have experienced rising
interest rates and inflation which have also
What’s the trend?
With the evolution of technology and freely
accessible educational content, the financial
markets have never been as accessible to
such a vast potential audience. The online
trading industry has seen a shift away from
financial advisers and a move towards
self-directed trading and investing. Individuals
want more control over their finances, and
have the knowledge and confidence to be
able to do it.
This structural change has been playing out
for some years and was accelerated by the
long period of high volatility from the
Covid-19 pandemic.
provided trading opportunities but may also
impact levels of disposable income and the
propensity to trade of our clients.
What does it mean for us?
In general, our ambitious, active clients find
opportunities to trade in a wide range of
market conditions. However, lower volatility
could have a negative effect on revenue
growth, through lower active client numbers,
lower rates of client acquisition and reduced
activity per client
Conversely, events which cause higher levels
of volatility across a range of financial markets
are likely to increase our revenue.
What does it mean for us?
Our target market is ambitious, self-directed
individuals. We serve hundreds of thousands
of clients like this already, and the size of the
addressable market is growing. We have a
strong reputation as the market leader in OTC
derivatives, and are building out offerings in
turbos, options and futures, and other areas
of the market.
We rely on our cutting-edge technology,
platform reliability, risk management
expertise and our strong financial foundations
to continue to grow and improve as a
business, and to attract clients all over
theworld.
Our business is aimed at active traders, but
with the range of support features on our
platform, as well as our educational content
and our increasing product offering, we are
confident that we will be able to attract clients
from other platforms as they look to upgrade,
as well as newcomers to the industry.
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MARKET CAMPAIGN IN JAPAN
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
13IG GROUP HOLDINGS PLC Annual Report 2023
Key Trends Likely to Affect Our Businesscontinued
Sector developments Interest rate movements
What’s the trend?
During the financial year, we saw elevated
inflation and significant increases in interest
rates across the globe. Following 15 years of
historically low interest rates, this has had
significant implications for our revenue and
for our clients.
What does it mean for us?
Increasing interest rates have both a direct
and indirect impact on our business. The
direct impact is on the cash balances we hold
on behalf of our clients and our corporate
cash. We have a strong net cash position, so
rising interest rates mean that we earn
additional income on these balances. Interest
on client balances is recognised within total
revenue, driving the top line of the business,
whereas interest on corporate balances is
recognised within finance income.
The indirect impact is seen in the trading
opportunities that changing interest rate
expectations can present, as well as the
change in inflation, which is correlated with
interest rates. Our clients are active traders
who seek trading opportunities, which can
often be created by macroeconomic events.
However, higher inflation reduces disposable
income and can impair consumer confidence,
which may lower trading activity and reduce
new client acquisition.
What’s the trend?
We operate in a highly competitive and
evolving market environment, with new
market entrants constantly challenging
traditional players.
With heightened demand for investing and
trading in recent years, we have seen elevated
marketing spend from competitors, which has
reduced our share of voice in certain markets.
This spend has been primarily focused on the
lower value end of the retail trader market.
We remain an undisputed market leader in
the breadth and depth of our product
offering, but we know we must continue to
work hard to differentiate as competitors add
new products.
What does it mean for us?
To date, elevated competitor marketing spend
has not impacted our ability to attract and
onboard our targeted high-value clients nor
to retain our loyal and active existing clients.
To respond to the threat of new entrants,
we monitor changes in the competitive
landscape through local knowledge and
market research. We are continually
innovating to keep up with sector
developments and anticipate the needs
of our clients. Our sophisticated Search
Engine Optimisation techniques ensure
we are the first choice for active traders.
We put client needs at the heart of
everything we do so that we stay ahead.
We recognise that leveraged derivative
products are not suitable for all individuals
and have rigorous onboarding criteria
to ensure that only appropriate clients
are able to access our products. Our
competitors’ actions, including new
entrants to the market, may affect the
reputation of the industry as a whole.
Our purpose compels us to add new products
in addition to OTC derivatives for the wider
needs of ambitious, self-directed individuals.
We regularly monitor the financial results and
actions of our competitors at executive and
Board level.
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TASTYTRADE BRAND CAMPAIGN
FY23 £1,023.4m
£979.2m
£843.7m
FY2 2
FY21
FY23 17%
16%
6%
FY2 2
FY21
FY23 48.0%
51.1%
56.0%
FY2 2
FY21
FY23 £350.9m
£437. 3m
£422.8m
FY2 2
FY21
FY23 358, 300
381,500
291,200
FY2 2
FY21
FY23 87%
86%
74%
FY2 2
FY21
FY23 35%
34%
33%
FY2 2
FY21
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
14 IG GROUP HOLDINGS PLC Annual Report 2023
Financial KPIs
Our financial metrics cover revenue, profitability, diversification and
cash flow. Profit before tax margin is presented on an adjusted basis,
and net own funds generated from operations is a management
metric for cash flow.
Within our financial metrics, we now present net operating income
asa metric for revenue growth, in place of total revenue.
Non-financial KPIs
Our non-financial KPIs have been updated to reflect our strategic
goals in relation to a wider range of stakeholders. The below KPIs
reflect our targets in relation to our clients, people and communities.
Together with our financial KPIs, we can present a more holistic view
ofour strategic direction.
We continually review our KPIs
to ensure they best reflect our
progress. This year we have
updated some measures and
added new metrics to provide
a more holistic representation
of the performance of the
business. Our new metrics of
employee engagement and
gender diversity reflect our
strategy to empower all of
our stakeholders, and our
commitment to equality
within the business.
BUSINESS PERFORMANCE REVIEW
PG. 39
READ MORE ABOUT OUR STAKEHOLDERS
PG. 20
Key Performance Indicators (KPIs)
Net operating income
£1,023.4m
Net trading revenue from
non-OTC products
17%
Net operating income is our revenue
metric and represents revenue from
products and services and interest on
client money, other operating income
less cost of hedging, and betting duty.
It has been updated from total
revenue, to better align with our
statutory income statement. The
growth reflects the success of
ourstrategy.
Our diversification metric shows the
changing revenue mix by product. OTC
products remains our primary revenue
source. As we continue to diversify, we
expect the proportion of revenue from
non-OTC products to increase.
Our profitability measure indicates the
extent to which we’re able to convert
our revenue into profit, as we
maximise value for shareholders while
investing in growth and resilience. It is
presented on an adjusted basis.
Our recent margin reduction reflects
areversion to a more sustainable
profit margin.
Our balance sheet strength metric
measures the cash we generate. It
indicates our ability to keep meeting
our financial obligations as they fall
due, including broker margin
requirements and dividend payments.
This is a measure of overall client
activity. As the Group diversifies, total
active clients is the most relevant
metric for reaching our target
audience of ambitious individuals.
Thismetric has been updated from
OTC clients.
Active clients decreased due to
challenging market conditions in
theyear.
On an annual basis we run people
surveys with all of our colleagues
around the world. Our engagement
score is the average score of several
key questions.
Our gender diversity metric
represents the percentage of females
employed across the Group.
Our goal is to increase this number
over time, and we have a strategy in
place to achieve this goal.
Adjusted profit before tax margin
48.0%
Net own funds generated
fromoperations
£350.9m
Total number of active clients
358,300
Employee engagement score
87%
Gender diversity
35%
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
15IG GROUP HOLDINGS PLC Annual Report 2023
Strategic Update:
Diversify and grow
Our strategy
Our strategy is to diversify and grow our
business by meeting the needs of more
customers, launching new innovative
products, and delivering inspiring
experiences. The business is perfectly
positioned to deliver on the strategy, with a
global presence, a culture of innovation, and
astrong financial position. Over the next few
pages we will take a look at some of our
businesses in more detail; what they have
achieved this year, and how they will continue
to deliver success.
Our investment case provides a clear picture
of how our strategy has been successful in
the past, and why we believe it will continue
tobe successful in the future.
Growth levers
Multiple growth
levers across the
business
Positioned in some
of the world’s largest
markets
Well placed to
benefit from the
structural shift
towards self-
directed trading
and investing
Diversification
Increasingly
diversified business
through organic and
inorganic growth
Wide geographic
footprint across five
continents
Continued progress
in product
diversification
Market-leading
technology and
content
Sophisticated
risk-management
technology
Engaging live content
and educational
resources
Ongoing investment
in our platforms
Strong balance sheet
and disciplined capital
management
Highly cash-
generative business
model
Strong regulatory
capital and liquidity
positions
Clear Capital
Allocation
Framework
Quality clients
Significant proportion
of revenue generated
from long-term
clients
Strict onboarding
criteria ensure we
welcome only
appropriate clients
Our clients typically
have years of trading
and investment
experience
Investment case
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Introduction Strategic Repot
16 IG GROUP HOLDINGS PLC Annual Report 2023
Shareholder and
Company Information
Financial StatementsGovernance Repot
Strategic Updatecontinued
Sustainability of our over-the-counter (OTC) business
Our over-the-counter derivatives business is
the flagship business of the Group and has
been operating for nearly 50 years. Over that
time it has expanded geographically, and we
now have offices in five continents.
Over the past few years we have seen strong
growth, particularly during the pandemic
when volatile markets created frequent and
more publicised trading opportunities. What
really separates our OTC business from the
rest of the market is the remarkable
consistency we continue to deliver, which is
down to two factors: the OTC business model
and the high quality of our clients.
Our business model, which hedges market
exposure, puts us on the same side as our
clients – we want our clients to trade
profitably. Our hedging model means that
ourresults do not fluctuate based on client
outcomes, increasing predictability of
ourresults.
The reason that the OTC business has
retained significantly higher levels of revenue
since the pandemic is the quality of our client
base. Our marketing strategy, onboarding
criteria, high level of client servicing and
superior trade execution continue to attract a
high calibre of traders and investors. They are
wealthy, knowledgeable and ambitious, and
recognise trading opportunities across our
offering of 19,000 markets. They trade daily,
in all market conditions, and this creates a
consistent, organic revenue stream.
Net trading revenue
IG US has grown 17% over the last 12
months. Since launch in 2019, we have
steadily grown to become the third largest
Retail Foreign Exchange Dealer in the US,
with over 10% market share.
We have achieved this growth by targeting
high-value experienced traders and have
implemented content initiatives to engage
our clients. We continue to develop our
strategy to attract high-quality clients and
drive the expansion of the IG US business
to become one of the top players in
themarket.
We often refer to the quality of our clients
being a differentiator for our business,
butwhat does that mean, and are our
clients really of a higher quality than
ourcompetitors?
Our average client balance and revenue
per client are typically higher than
ourpeers.
Our top segment of clients are very
active, trading 15+ times per day
Our clients are loyal; around 50% of
revenue is generated by clients who
have been with us for over three years
We maintain strict onboarding criteria
for access to our platforms
Spotlight on IG US
Spotlight on our OTC clients
Pete Mulmat, IG US CEO
Introduction Strategic Repot
IG GROUP HOLDINGS PLC Annual Report 2023
Governance Repot Financial Statements
Shareholder and
Company Information
17
Strategic Updatecontinued
Spectrum had a fantastic year, with
revenue growth of 67% to £15.7 million.
The vast majority of this was generated
through IG as the broker, and Brightpool as
the market maker. The unique features of
the exchange being pan-European and
24/5 have attracted customers quickly.
A significant opportunity for the business
isthe ability to plug in third-party brokers
and product issuers, which can quickly
multiply the products available, the number
of clients, and therefore the liquidity on the
platform. The announcement of UniCredit
and Société Générale as product issuers
on Spectrum brings additional opportunity
and credibility.
European ETD revenue per client
£2,300
(↑ 67%)
Spotlight on SpectrumOur exchange-traded derivatives (ETD) business
Our exchange-traded businesses have
become a vital part of our Group. The
exchange-traded market presented an
attractive opportunity where we believed our
core competencies – risk management,
trading products and technology – would
provide a strategic advantage. We have used
these key strengths to grow our exchange-
traded product range into a meaningful
revenue stream.
Cultural preferences have played a
significant role in our approach to different
markets. For example, in Europe, Turbos
are more commonly traded than CFDs,
so building the Spectrum exchange
gave us access to a larger market
than with our traditional products.
Diversification of regulatory risk is another
benefit we see. Although our OTC business is
geographically diverse, this product line has
accounted for almost 100% of our revenue
for many years, so by adding new product
lines we have a more diverse risk profile and
have opened up different markets for growth.
Another key benefit of the exchange-traded
business is the relatively lower regulatory
capital requirements in comparison to our
core OTC business. This gives the potential
fora rapidly scalable business, which can
generate significant return on investment.
ETD total revenue
£186.5m
(↑ 51%)
Our SPX exchange provides unparalleled access
to innovative products and longer trading hours,
with a sole focus on the retail investor.”
Matt Brief
Regional CEO, Europe
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
18
IG GROUP HOLDINGS PLC Annual Report 2023
Strategic Updatecontinued
As we reach the two-year
anniversary of our acquisition
of tastytrade, our US
exchange-traded options and
futures business, it is a great
time to reflect on what we
have achieved since we added
it to the Group.
We are happy with the strong performance
over this period, and excited about the
potential that it still has to deliver.
The tastytrade brokerage and the content
arm of the business, now branded tastylive,
continue to work together seamlessly.
tastylive remains a key differentiator for the
business, providing engaging content and
actionable trading strategies six days
a week to both existing and potential clients,
free of charge. A prime example
of our client-focused approach.
Spotlight on tastytrade
Since the acquisition in June 2021, revenue
has grown rapidly aided by rising interest
rates. A common phrase around the
tastytrade office in Chicago is that tastytrade
is ‘the best brokerage platform that no one
has heard of’. Therefore, marketing has been
a key focus over the past 12 months.
With the re-establishment of a significant
interest income revenue stream, tastytrade
has modified its strategy accordingly to take
advantage of higher interest rates, by
attracting clients with higher cash balances to
join the platform. We expect this to be an
enduring revenue stream for many years to
come, as well as being a growth driver in the
short term.
A significant event this year was the launch of
the first-ever national brand campaign. Still in
its early stages, we’re already seeing many
exciting green shoots of progress. In the first
few months, we have increased our brand
awareness and brand consideration, as well as
the volume of Google searches and website
traffic flow. All of these things increase the
number of potential clients for tastytrade.
We are continually analysing the impact of the
campaign, including our conversion funnel,
and amending client journeys to provide the
best possible client experience. This gets
usthe most value out of the investment in
ourbrand.
Another major achievement during the year,
isthe launch of our open API. This launch
provides significant opportunity for marketing
partners to be able to plug into tastytrade,
and quickly increase our reach to a
largeraudience.
And we are excited by the opportunity to
accelerate growth outside the US. There
issignificant interest in our product
internationally, where tasty already has
a large and growing client base.
tastytrade total revenue
$205m
(↑ 26% on a pro forma basis)
tastytrade brand campaign
Commission
42%
Payment for
order flow
26%
Interest income 32%
tastytrade total revenue
tastytrade is now
perfectly positioned to
disrupt the US market.”
JJ Kinahan
Regional CEO, IG North America
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TWOYEAR ANNIVERSARY VIDEO
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Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
19IG GROUP HOLDINGS PLC Annual Report 2023
Strategic Updatecontinued
Stock trading and investments
Our stock trading and investments business
complements our OTC business and aligns
well with our diversification strategy.
Through it, we can reach a wider group of
ambitious clients. Our share-dealing clients
tend to be less active than our OTC clients,
but they are self-directed, value our leading
technology and client service, and have
potential to cross over to other products.
We have many clients who use our platforms
for both leveraged and non-leveraged
trading. This enables us to access a large part
of a client’s wallet, by providing products with
different levels of risk. Clients who use both
products tend to be more valuable and more
active and tend to stay with us for longer.
The performance of the stock trading and
investments business over the past few years
has been very strong, gaining a significant
number of clients during the pandemic.
Trading volumes peaked during this period
and have now returned to pre-pandemic
levels, though the number of clients on the
platform has rebased at a higher level. The
business has more than doubled since FY19.
Stock trading performance Content and education
Content and education have always been part
of our foundations. We have a client-first
approach to everything we do, so producing
content and educational materials as a part of
our offering goes without saying. We want all
our clients to fully understand our products,
to better manage their risk, and to develop
trading strategies so they can harness market
opportunities. Across the Group, we have
many content-focused brands: IG Academy,
DailyFX and tastylive, each one distinct and
with its unique value proposition, but all of
which enhance our client’s experience and
allow them to trade with more confidence,
and more understanding.
Our content offering not only benefits our
clients, but also our business. It can be a
powerful acquisition tool, reaching hundreds
of millions of people who may go on to use
our platforms. We know that clients who
consume our content tend to be more active
and are less likely to stop trading altogether.
They value the total service package we offer
them and have a longer average tenure than
those who don’t engage with content. Whilst
these factors are not the primary reason we
provide content, they do support our
performance, and remain an integral part of
our business ethos of putting our clients at
the centre of everything we do.
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
20 IG GROUP HOLDINGS PLC Annual Report 2023
Stakeholder Engagement
Our clients
Why we engage
Our clients want a seamless experience across
our products, service and content, and we put
them at the heart of everything we do. We’re
proud of our customer loyalty and want them
to be completely satisfied.
How we engage
Our customer experts are based all around the
world, so we can speak to customers round the
clock, in their language where possible.
We invest in high-quality communication
technology because we know how important it
is for our clients to connect to us.
Our platforms offer many tools and features for
clients to interact with a wide range of content
and education for all experience levels.
What’s more, we value client feedback and take
any opportunity to hear it so we can continually
improve our service.
What matters most
Products: We diversify and evolve our award-
winning products in response to clients’ needs.
Knowledge: We understand how important
high-quality, relevant content is, and ours cuts
through the noise to guide and support our
clients. Our demo accounts bring our products
to life in a low-risk environment.
Technology reliability: A stable, secure, reliable
platform is non-negotiable. Our teams work
hard to deliver flawless trade execution
everytime.
Support: Round-the-clock trading coverage
means our clients can rely on us whenever they
need assistance.
Our people
Why we engage
Our people are at the centre of all we do.
Anengaged, motivated, talented team means
we can stand out and deliver excellence for
our clients.
How we engage
We recognise that our people are all
individuals, and we engage with them in as
many different ways as possible, from social
channels to surveys, townhalls to smaller
workshops, and everything in between. Our
home-grown employee networks promote
inclusion and help us better understand all
employee experiences.
Our more formal People Forum encourages
feedback and connects employee voices with
Board decision making. Chaired by our Chief
People Officer (CPO) and attended by
Non-Executive Director Sally-Ann Hibberd,
employee representatives are democratically
elected by our people and participate for
two-year terms.
What matters most
A continuous two-way dialogue means we get
the best from our people, which in turn means
the best for our clients.
We’re also passionate about being recognised
as a top workplace and employer.
87%
employee engagement score (2022: 86%)
ESG REPORT
PG. 23
We work closely and
proactively with our
stakeholders to make sure
wemeet their needs, today
and in the long term. We
valuetrust, transparency
andcollaboration, just like
theydo.
Discover our key stakeholders
and how and why we engage
with them.
Our investors
Why we engage
Creating value and delivering for our investors
is critical. Staying informed of their views gives
us insight into their priorities and drives our
business to be successful.
How we engage
In a post-pandemic world, a hybrid model of
both in-person and virtual meetings is the
norm. This offers the best of both worlds
between relationship-building and flexibility
for our investors.
Our open dialogue with investors can range
from one-to-one or group meetings,
webcasts and roadshows, conferences, and
questions submitted on an ad hoc basis. Our
Board stays on top of investor feedback, and
any investor changes, and incorporates these
into their decision making.
What matters most
Our experienced and well-informed Investor
Relations team are always available, and any
topic can be on the table: financial
performance, strategy, capital allocation,
client characteristics, cost control, regulation,
and competitive position. We know that
investor trust is key, and we are always
receptive to both existing and prospective
shareholders and bondholders.
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
21IG GROUP HOLDINGS PLC Annual Report 2023
Stakeholder Engagementcontinued
Our communities
Why we engage
Our unwavering commitment to being a
responsible member of the communities
in which we operate is a driving force
for our business, purpose and culture.
It informs our approach to issues of
sustainability and social responsibility.
How we engage
Every one of our people is entitled to
two days’ paid volunteering leave per
year, and up to £1,000 of matched
funding for any charitable fundraising
activities they participate in. We also
encourage attendance at talks and events
delivered by our charitable partners.
We are very proud of our Brighter Future
Fund. We continue to pledge 1% of annual
post-tax profits to charitable initiatives, and
are building partnerships with regional and
global charities focused on the theme of
empowerment through education.
Our dedicated ESG and Community teams,
overseen by our ESG Board Committee, drive
us forward every step of the way.
What matters most
We’re in this for the long run. Our aim is to
have the biggest impact and sustain the
biggest benefits for our communities.
95,876
people benefited from our charitable
initiatives in FY23
ESG REPORT
PG. 23
Our regulators
Why we engage
Regulations influence how we can operate in
the marketplace. We work proactively with
our regulators to help them understand our
products and our business model, so we can
continue our existing activity and grow into
new markets. We value our relationships
withthem and the insight they bring into
upcoming changes and how we can
bestrespond.
How we engage
We understand the importance of
transparency, and know our regulators value
this. Our regular two-way dialogue ensures
that our actions and business model are
consistent with regulatory expectations. From
new business proposals to assisting with
regulatory requests and investigations, we
engage proactively and openly every time.
What matters most
Regulators aim to safeguard individuals’ best
interests and ensure that all clients are
treated fairly. They also focus on protecting
the integrity of financial markets and capital
and liquidity issues. We work to respect and
follow both the letter and spirit of the
regulations set out by local regulators to
demonstrate that we share their vision.
RISK MANAGEMENT
PG. 48
Our suppliers
Why we engage
We recognise that suppliers are crucial to the
quality of our service and products, and we
enjoy mutually beneficial and lasting
relationships with our vendors. Our supply
chain is key in delivering our ESG strategy,
andwe expect our suppliers to embody our
commitments to responsible business,
education and the communities in which
weoperate.
How we engage
We prioritise selecting partners that have
effective controls and high-quality standards.
Our robust screening process ensures we
meet the high standards our clients expect.
Frequent dialogue with our suppliers, whether
informal discussions or more official
exchanges, means both sides get value from
the relationship.
What matters most
Like them, we want long-term partnerships.
This means providing clarity on our
expectations of the relationship and the
services they provide, along with timely and
reliable payment. Our suppliers also
appreciate fair, open and honest two-way
communication and value the feedback we
can give them.
Nick Ryan, Finance Integration Specialist,
Trees for Cities, UK
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
22
IG GROUP HOLDINGS PLC Annual Report 2023
Stakeholder Engagementcontinued
We believe that our business will continue
to grow and prosper if we understand
and respect the views and needs of our
stakeholders. Typically for a global company
like ours, we have a robust governance
framework which includes delegation of day-
to-day decision-making to our employees.
Under Section 172 of the Companies Act
2006 (CA2006), a Director of a Company
must act in a way that they consider, in good
faith, would be most likely to promote the
success of the Company for the benefit of its
members as a whole. In doing this, the
Directors must have regard (amongst other
matters) to:
The likely consequences of any decision in
the long term
The interests of the Company’s employees
The need to foster our business
relationships with suppliers, customers
and others
The impact of our operations on the
community and the environment
The desirability of the Company
maintaining a reputation for high standards
of business conduct
The need to act fairly between
shareholders of the Company
Our key stakeholders
We value all of our stakeholders and make
continual efforts to consider their needs and
the impact decisions have on them. Below,
we’ve highlighted sections of this report
which particularly illustrate how our Directors
drive the long-term success of our business at
the same time as balancing the best
outcomes for all.
Stakeholder Engagement (pages 20–21):
we identify our key stakeholders, and why
and how we engage with them
Our ESG Report (pages 23–36), which
describes the progress we have made with
our ESG strategy, including diversity and
inclusion, our community outreach
activities and our Task Force on Climate-
related Financial Disclosures (TCFD) report
Board Activities (pages 67–68), we give
examples of how our Board interacts with,
and makes decisions based on, our
employees, investors and other
stakeholders
Understanding our Stakeholders (pages
70–71), we outline how Directors engage
with investors, employees and the
community and consider their interests
Long-term decision making
Our strategy is to sustainably generate and
preserve value for stakeholders and wider
society over the long term by facilitating a
wider range of trading and investment
opportunities for ambitious people around
the world. This long-term view drives both the
strategy and the setting of objectives for
employees. Our risk-management procedures
identify the potential consequences of short,
medium and long term decisions, identifying
appropriate levels of identification, mitigation,
reduction, management or elimination in the
best interests of the Group and stakeholders.
A continued understanding of the key issues
affecting stakeholders is an integral part of
how our Board operates. The insights that our
Board gains through its engagement
mechanisms form an important part of the
context for all its discussions and decision-
making processes. To find out more about
how the Board has considered the interests of
various stakeholders, and which matters the
Directors considered when trying to align and
mitigate opposing views, please see our Board
Activities on pages 67–68.
Section 172(1) Statement
We are committed to
upholding the very highest
standards of conduct and all
decisions we make are for
the long-term success of
the business.
Matt Macklin, Regional CEO, UK, APAC+ & EM
Introduction Strategic Repot
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23
IG GROUP HOLDINGS PLC Annual Report 2023
ESG Report
A responsible and
sustainable member
of the community
1%
post-tax profits pledged to
community outreach initiatives
100%
Scope 1, 2 and
upstream Scope 3
emissions offset
1 million
people we aim to benefit
from community outreach
byFY26
Georgina Kerr, Executive Assistant, Big Sleep Out, London
Our goals
P
e
o
p
l
e
B
e
s
t
P
r
a
c
t
i
c
e
P
l
a
n
e
t
C
o
m
m
u
n
i
t
y
P
r
o
d
u
c
t
s
Client protections
Client empowerment
Impact of our products
Brighter Future Fund
grant giving
Volunteerism and
employee paticipation
Diversity & Inclusion
Talent development
Wellbeing
Reduce emissions
Offset emissions
Business ethics
Accountable leadership
Open and transparent
Data security
Empowering our stakeholders to unlock a Brighter Future
Introduction Strategic Repot
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24 Annual Report 2023IG GROUP HOLDINGS PLC
ESG Report continued
Our ESG
framework
Powering the pursuit of financial freedom for
the ambitious is about making a positive and
inclusive contribution to society. We are
purpose-led, meaning that the principles of
responsible business and sustainability feed into
everything that we do. The Brighter Future
framework is our ESG strategy. Launched in
FY21, it identifies the key risks posed by our
business and the key benefits that we offer to
our clients and our communities, and sets out
our commitment to managing these in a
responsible and sustainable manner. Read on
for some highlights.
We’ve made a lot of progress over the last 12
months and, as a result, have made the decision
to make some small changes to our Brighter
Future framework. We regard these as natural
evolution – and they demonstrate how we’re
becoming more mature and confident in our
approach. We now have 14 priority areas and
these are spread across five different pillars.
Recognition
We are proud to have our progress recognised
with a number of ESG awards and ratings, and
to be active members of several important ESG
communities. We are particularly pleased to
have maintained our position on the
FTSE4Good Index.
Our ESG KPIs
KPI Unit FY22 FY23 Targets
Educational content # views of IG Academy and
Financial Freedom Hub
New for FY24 New for FY24 735,000 by end of FY24
Employee engagement score % employees 86% 87% Maintain or improve score
in FY24
Gender diversity % women in leadership roles New for FY24 New for FY24 35% by end of
FY25, 40% by end of FY28
Total emissions tCO
2
e per employee 9.78 9.45 Net zero pathway to be set
out by the end of FY24
Community impact # beneficiaries impacted 94,751 95,876 1 million by the end of FY26
Introduction Strategic Repot
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25
IG GROUP HOLDINGS PLC Annual Report 2023
ESG Reportcontinued
Case study: Brighter Future Fund
Leading together with Teach First
In FY21, we pledged 1% of our
post-tax profits to charitable
causes. This was a hugely
important milestone, and it
ishelping us secure a legacy
ofpositive impact in our
communities – particularly
inthe field of education.
One big beneficiary of our Brighter Future
Fund has been the UK charity Teach First.
Through a combination of employee
skills, time, and cash donations, we’ve
helped Teach First deliver their mission
to ensure that children with the fewest
opportunities have access to a great
education to fulfil their potential.
We’ve been working with them for nearly five
years, and the partnership has become truly
strategic and operates on a number of levels.
For example, our funding enabled Coppice
Performing Arts School in Wolverhampton to
enrol on Teach First’s well-regarded Leading
Together programme. This helps build and
develop strong leadership teams in schools
serving the poorest communities. But we
didn’t stop there. Last year, one of our IG
leadership teams went to visit Coppice School
to deliver a series of employment insight
sessions, and we went on to host a group of
their students at our offices in London.
Head of School, Claire Gilbert shared this
withus:
“Thank you to everyone at IG Group who
provided such an amazing opportunity for
ourstudents and staff. They were all buzzing
about the opportunities they had, many
saying they would never be able to do
something like that again. They gained so
much. One student commented that the trip
had blown his mind and was better than he
could have expected, so thank you all.
Participating in the ‘Leading Together’
programme has consistently enhanced our
daily leadership of Coppice and our vision to
be the best for our wonderful children. I can
honestly say that the Outstanding judgement
for our Leadership in Ofsted has a direct
impact from the programme.
Please continue to fund Teach First so that
future schools can benefit through Leading
Together and their other excellent
programmes.”
Coppice Performing Arts is just one of
30schools which we funded through the
Leading Together programme, and the group
of students that we welcomed to our London
HQ are just one of many groups that we’ve
hosted at IG offices around the globe. We are
so proud of this work and it has given us the
confidence to aim even higher – we are now
looking to have a positive impact on 1 million
people globally by the end of FY26.
Akinola Akinyemi, Head of Data Science, Run the River, London
Introduction Strategic Repot
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26 IG GROUP HOLDINGS PLC Annual Report 2023
ESG Reportcontinued
Priority area Comment UN SDGs
Products
Client
protections
We take the principles of product governance very seriously and do what
we can to ensure that the risks clients take when using our products are
at an appropriate level. Not only do all of our systems meet the
requirements set by the Financial Conduct Authority (FCA) and other
international regulators, but we think beyond these obligations and are
proud to do what we believe is best for our clients. We apply a two-part
appropriateness test for new clients and for those looking to start using
more sophisticated products. Most elements of our new predictive
vulnerable client model have been rolled out globally. Also, a vulnerability
webpage has been launched in the UK and Australia, hosting useful
information and resources. This will be rolled out to other regions in FY24.
Client
empowerment
Empowering our clients to pursue their financial freedom is the core of
our business. We recognise the social value that this presents and regard
it as a key component of our ESG offering. As part of our ESG strategy, we
step back from our day-to-day business and consider what it means to
truly exist for ‘every’ ambitious person, and the principles of inclusivity
upon which this is founded. This prompted a number of exciting new
projects and features, such as this year’s launch of our Financial Freedom
Hub. Take a look at the case study on page 28 to find out more details.
This year we have also taken significant strides towards better aligning our
products with the principles set out in the Web Content Accessibility
Guidelines. Last year we partnered with external experts Nomensa to
conduct audits of our key platforms, and this year we’ve been
implementing their recommendations and training our design teams.
This project will continue in FY24.
Impact of our
products
Managing the risks and opportunities that our products offer to clients is
a key feature of our ESG strategy. We also recognise the need to consider
the wider social and environmental impact of our products. This year,
analysts from our trading team conducted a review of our products,
applying an ESG lens to assess their social and environmental impacts.
The key recommendation was to discontinue Sprint markets, and we
subsequently removed these from our portfolio in November. The same
exercise will be repeated again during FY24.
Priority area Comment UN SDGs
People
Diversity &
Inclusion
A full report on diversity is set out on pages 32–34. We have a number of
influential and active employee networks, including our women’s network,
our LGBT+ network and our black network. In FY23, we were proud to
launch a new global employee network IGU (‘I get you’). This network is
looking out for the interests of colleagues who are directly and indirectly
impacted by disabilities, and is also a champion for neurodiversity across
the business.
Talent
development
We strive to attract people with the right skills, experience and behaviours
to deliver our strategy, and to retain these people and help them thrive.
Highlights this year include the relaunch of our Early Careers programme,
the delivery of an exciting Leadership Development Framework to
develop leadership at all levels of the business, and a campaign to
empower ‘squiggly’ career development. We were also really delighted
with the success of our ‘LEAD’ training for new managers – and look
forward to offering this to a second cohort in FY24.
Wellbeing We recognise that a healthy and happy workforce is an essential
foundation for the delivery of our priorities. We are proud to offer all
colleagues access to an employee assistance programme. This is free
toour people and an entirely confidential service that can provide
immediate advice and support on a range of personal topics. This year
wekicked off a new Mental Health First Aiders programme, the result
ofwhich will be a cohort of trained mental-health first aiders across all
ouroffices.
Planet
Reduce
emissions
A top priority for us is to find ways to reduce our carbon emissions.
In2022, we made a formal commitment to the Science Based Target
initiative and have until 2024 to define and publish a science-based
pathway to net zero. See pages 29–31 to learn more about the progress
we have made over the last 12 months.
Offset
emissions
We have maintained our carbon-neutral status, offsetting all Scope 1, 2
and upstream Scope 3 emissions. More details on our offsetting strategy
are set out on pages 29–31.
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27
IG GROUP HOLDINGS PLC Annual Report 2023
ESG Reportcontinued
Priority area Comment UN SDGs
Best Practice
Business ethics We conduct our business in an ethical manner, protecting the principles
of human rights in all of our operations. As a UK-incorporated company,
we abide by the UK Bribery Act 2010 and we have a Dealing Policy, a
Disclosure Committee and associated policies to ensure that we meet the
requirements of market abuse regulations. We also have global policies to
comply with anti-bribery and anti-corruption laws, including those
covering employee gifts and hospitality. We do not make or endorse
facilitation payments. Every year, all employees receive mandatory
anti-bribery and corruption training and market abuse training, through
an e-learning module which includes a knowledge assessment. We do not
make contributions to political parties.
Accountable
leadership
In FY23 we focused on three elements of accountable leadership. Firstly,
we worked hard to ensure our leadership teams are diverse and inclusive.
More details can be found in our Diversity Report on pages 32–34.
Secondly, we’ve ensured that our leadership team have the skills they
need to thrive in their role. More information about this can be found
under the ‘talent development’ section on page 23, and in the Nomination
Committee Report on pages 74–75. Finally, we continued to ensure the
leadership team is incentivised to deliver on our commitment to
sustainable and responsible business. For more details about how ESG
isintegrated into the sustained performance plan and the bonus, see
page 98.
Open and
transparent
We are committed to being open and transparent – with our clients, with
our people, with our regulators, our investors and our communities. One
way we achieve this is to publish our ESG Policy and an ESG reporting map
on our website. Here you can also find more information about our tax
strategy. This year we paid £161.3 million (2022: £131.3 million) to tax
authorities globally. We paid £116.6 million in corporate income taxes
(2022: £97.4 million). More details on our taxes paid and on our effective
tax rate for FY23 can be found in the Financial Statements.
Data security Our clients trust us with their data and with their funds. This is a huge
responsibility and one we take seriously. It means that we maintain
state-of-the-art systems and strategies to keep our client data and funds
secure. As we operate within various global geographical jurisdictions,
wealso seek to maintain the highest levels of information security
compliance with applicable regulations.
Priority area Comment UN SDGs
Community
Brighter Future
Fund grant
giving
We are immensely proud of our community outreach programme
and the positive impact that it has had over the last 12 months.
Wecommit the equivalent of 1% of our post-tax profits to charitable
causes. This is a combination of employee time and cash donations,
and we support some truly remarkable charities around the globe.
You can find lots of inspiring examples of our fund in action on our
website and across the IG Group LinkedIn accounts.
Volunteerism
andemployee
participation
All our people are entitled to two full days of volunteering leave per year.
We also encourage colleagues to participate in community outreach
work through fundraising events, where we match any funds raised up to
£1,000 per employee. Not only are these programmes excellent for team
building and mental wellbeing, but our charity partners also really benefit
from the wide-ranging talents found across our teams. After a big push
over the last 12 months, nearly half of our people volunteered or
otherwise participated in charity related activities – and we will work hard
to maintain this excellent level of engagement in the years to come.
Supporting Food from Heart, Singapore
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28
IG GROUP HOLDINGS PLC Annual Report 2023
ESG Reportcontinued
In May 2023, we launched our
Financial Freedom Hub – a learning
environment designed to help every
ambitious person take control of
their financial future. We believe
that access to markets is an
attainable way for ambitious people
to accumulate income-generating
assets over time, but also recognise
that people are at very different
stages on their journey towards
financial freedom. The Financial
Freedom Hub is designed for those
in the earlier stages of this journey
Phase one saw the hub launch in the
UK with 40 educational articles.
Topics covered include: financial
planning, principles of investing, and
budgeting. Over time, we will add
more content, including videos and
interactive modules, and we will also
roll this out across other regions
This project is an excellent example
of our purpose in action,
demonstrating our commitment to
exist for every ambitious person. It
forms part of the Group’s wider ESG
strategy, sitting alongside other
projects such as making our
platforms more accessible to people
with disabilities and developing
best-in-class mechanisms to spot
and support vulnerable clients. The
Financial Freedom Hub will also play
a vital role in helping us achieve our
strategic goal of delivering financial
content to hundreds of millions of
people, and we are excited to watch
it grow
Case study: Every ambitious person
Providing educational content
for all stages of the financial
freedom journey
Spectrum, Sightsaver’s ‘Bright for Sight’, Frankfurt
Introduction Strategic Repot
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29IG GROUP HOLDINGS PLC Annual Report 2023
Task Force on Climate-related Financial Disclosures
Key developments for FY23 and notes on
compliance with TCFD recommendations
Oversight of climate-related risks and
opportunities was moved from our
ESG Committee to our Board Risk
Committee, with this being
incorporated into the Board Risk
Committee’s Terms of Reference
We have deepened our understanding
of our impact on the environment by
incorporating supplier-specific factors
into our reporting
We worked with our environmental
consultants to refresh our climate-
related risks and opportunities
register twice during the year.
It remains the case that, for now,
we do not consider any of the risks
identified to be material in the
shortterm
This section provides our full
TCFD disclosure consistent
with all 11 of the TCFD
recommendations and in
accordance with Listing Rule
9.8.6R. We still do not measure
or report downstream Scope 3
emissions and note that
derivative instruments – our
core business – are still not
covered by the GHG Protocol.
Risk
Committee
Social Impact
working group
Environmental Impact
working group
ESG &
Community Officer
Community
Champions
Products
Planet
Grant Making Panel
People
Best
Practice
Community Climate-
Related Risks
Once a year the Board
receive a repot on
climate-related risks
and oppotunities
Biannual updates of
climate-related risks
and oppotunities
register
ESG Governance Structure
Board
ESG Board Committee
Group Head of ESG & Community
Executive Committee
Board Risk
Committee
ExCo Risk
Committee
Introduction Strategic Repot
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30 IG GROUP HOLDINGS PLC Annual Report 2023
Governance
The Board approves environmental strategy
and targets and has responsibility for budgets
and funding. Climate-related risks and
opportunities are integrated into the Group’s
Risk Management Framework which means
that the Board has overall accountability for
the management of these climate-related
risks. For the third year running we delivered
carbon literacy training to our entire Board
and Executive Committee, ensuring that the
climate agenda and our approach to
managing environmental impacts remains
afocus.
The Board delegates to the ESG Committee
the oversight of our environmental strategy
and elements of the ‘Planet’ pillar. Oversight
of climate-related risks and opportunities was
formally delegated to the Board Risk
Committee and this responsibility was added
to that Committee’s Terms of Reference in
FY23. To help them fulfil this responsibility,
each year the Board Risk Committee will
receive a report prepared in collaboration
between our Risk Committee, the ESG &
Community function and our external
environmental consultants.
Strategy
In FY22, we committed to the Science Based
Targets initiative, and it remains a strategic
priority to have a pathway to net zero
approved in 2024. As we work towards this
milestone, we are focused on three key areas:
Learn: A top priority is to better understand
our impact on the environment. In FY23, we
talked to our landlords in key locations to
learn about the sources of the electricity we
purchase through our lease agreements,
and about options to move to renewable
tariffs. In FY23, 100% of the electricity that
we purchased in our Poland office and
90% of the electricity that we purchased
in our India office are from renewable
sources. These two offices join our UK
locations which have been operating on
renewable-only tariffs for several years,
and this means that approximately 67%
of our total workforce operated using
electricity from renewable sources.
Secondly, in relation to Scope 3 emissions,
we began productive dialogue with eight key
suppliers. These were selected because they
are amongst our most significant spends, and
also because they represent a good cross
section of our key services – such as business
travel, cloud services and client relationship
management services. We sent these eight
companies a supply chain questionnaire and
assessed them across six different categories:
management, human rights, safety and
diversity, net zero, natural resources,
environmental transparency, and product
stewardship. Their responses have helped
us advance our thinking in relation to our
pathway to net zero. Furthermore, this
exercise has enabled us for the first time to
apply supplier-specific factors in our Scope 3
emissions reporting.
Reduce: Our pathway to net zero will be a
comprehensive plan to reduce our emissions.
In the meantime, year-on-year emissions per
employee have reduced for the third year
running – with more detail provided on
page31.
Offset: We have maintained our carbon
neutral status, off-setting our entire Scope 1,
2 and upstream Scope 3 emissions in line with
PAS 2060. Alloffsets are verified by either the
Gold Standard or UN Clean Development
Mechanism.
Task Force on Climate-related Financial Disclosurescontinued
Risk management
We continue to work with Energise, our
environmental consultant, to assess the
climate-related risks and opportunities
applicable to our business. Energise help us
maintain a risk register, which is updated
biannually. They also advised on appropriate
governance of these risks. We group climate-
related risks into two categories: physical risks,
which relate to the physical impacts of climate
change, and transition risks, which relate to
the transition to a low-carbon economy. They
are analysed in relation to three possible
climate-related scenarios: (i) a smooth
transition to <2°C, (ii) a disruptive transition to
<2°C, and (iii) no acceleration of action (>3°C).
These scenarios were considered in the short,
term (<5 years), the medium term (5–15 years)
and the long term (15+ years).
The impact of rising energy costs along with
risks of damage to our servers and IT
infrastructure from extreme weather events
are currently considered to be the highest
climate risks. Although currently deemed to
be immaterial in relation to the wider business
risks in the short term, we are monitoring
these closely to determine the appropriate
controls with regards to any future impacts on
our business strategy in the medium and long
term. More information about these risks and
opportunities can be found on the
sustainability pages of our Group website.
Metrics and targets
We assess climate-related risks and
opportunities by looking at absolute and
intensity-based energy and greenhouse gas
(GHG) emission metrics, using ‘tCO
2
e per
employee’ as our intensity metric. This is one
of our key ESG metrics, and this is how we
monitor our impact on the environment.
OurtCO
2
e per employee for FY23 was 9.45; a
3.37% reduction from FY22. More information
about this can be found in our Streamlined
Energy and Carbon Report on page 31.
We have been reporting Scope 1 and 2
emissions since FY13 and first reported
Scope 3 emissions in FY20. This year we have
carefully reviewed the Corporate Value Chain
(Scope 3) Accounting and Reporting Standard
and, in particular, downstream Scope 3
emissions category 15. This sets out reporting
obligations in relation to emissions associated
with investment activity and with the provision
of financial services.
We have concluded that for now we do not
have any downstream Scope 3 emissions that
fall into sub-categories that require reporting.
The financial instruments at the core of our
business are derivatives and there is not yet
any established approach of guidance on how
to attribute Scope 3 emissions to these
products. We will monitor this situation
closely and include such emissions if and
when they are incorporated into the protocol.
As regards other downstream emissions, we
do have some general corporate debt
holdings where the use of proceeds is not
identified – this applies to both our £300
million bond and our £350 million revolving
credit facility. However, reporting of this
sub-category is optional and our credit facility
remains undrawn. As regards our share-
dealing products, this is an execution-only
brokerage service, and as regards our Smart
Portfolios, these are managed by a third party.
We do not, therefore, manage any
investments on behalf of our clients, provide
investment or asset management services,
provide corporate underwriting and issuance
services, nor do we provide any financial
advisory services.
Introduction Strategic Repot
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31IG GROUP HOLDINGS PLC Annual Report 2023
31 May 2023 31 May 2022
GHG Protocol scope Sub-category tCO
2
e (market based) tCO
2
e (market based)
Scope 1 Operation of facilities 521.90 0.00
Scope 1 Combustion 201.00 287. 8 6
Scope 1 722.90 287. 86
Scope 2 Purchased energy 401.10 832.70
Scope 2 401.10 832.70
Scope 1 and 2
emissions
1,124 .0 0 1,120.56
Employees 2,665 2,424
Intensity ratio 0.422 0.462
Relevant change -8.66%
Global energy use 10,206,432 kWh 10, 272,137 kW h
UK energy use 9,027,165 k Wh 7,888,644 kWh
Overseas energy use 1,179,267 kWh 2,383,493 kWh
Scope 3 Business travel 552.00 83.51
Employee commuting
(including
homeworking)
547.50 1,229.17
Fuel and energy-
related activities
779.60 860.33
Purchased goods and
services
22,124 .50 20,297.48
Waste generated in
operations
88.40 116 . 5 0
Scope 3 24,062.10 22,586.98
Grand total All three scopes 25,186. 20 23,707.5 4
Employees 2,665 2,424
Performance indicator All three scopes 9.45 9.78
Relevant change -3.37%
Streamlined Energy and Carbon Report
Our carbon footprint for FY23 has been
prepared by an external consultant, Energise,
and includes our Scope 1, 2 and upstream
Scope 3 emissions across all our businesses
in all locations. The data was quantified
in line with the GHG Protocol standard
and applying the most relevant emissions
factors sourced from the Department for
Environment, Food and Rural Affairs’ 2020
UK Greenhouse Gas Conversion Factors for
Company Reporting, and other equivalent
data sources for our emissions outside
of the UK. Where data is not available,
standard estimation methods have been
applied to account for these emissions.
In relation to Scope 1 and 2 emissions, our
total carbon footprint for the year was
1,124 .0 0 tCO
2
e or 0.422 tCO
2
e per employee.
In relation to all three scopes, our total carbon
footprint for the year was 25,186.20 tCO
2
e or
9.45tCO
2
e per employee – a relative
reduction of 3.37% from last year. This relative
reduction has been achieved because our
headcount has increased more than our
emissions. Also, we made improvements to
our Scope 3 data collection process and now
benefit from adopting supplier-specific
factors in relation to some of our most
significant suppliers, rather than applying
industry standard factors. This improvement
has made our footprint more accurate and
also it has reduced our Scope 3 emissions by
1,10 6.4 tC O
2
e compared to the total had we
only used industry standard factors.
It demonstrates to us the value of a robust,
environmentally conscious vendor
management processes and of working with
suppliers that have a progressive approach to
managing their impact on the environment.
We intend to increase our use of supplier-
specific factors in the future and, therefore,
to continue improving the accuracy of our
report. Finally, it is worth noting that there has
been a change to the presentation of our
data. We have switched to reporting on a
market-based methodology rather than
location-based. The market-based figure is
1,837.3 tCO
2
e less than the equivalent
location-based figure. This is a more accurate
calculation because it accounts for the
renewable energy we source in our UK,
Poland and India offices. Note that, for the
purposes of comparison, this means that the
figures in our table for FY22 are market-based
figures as opposed to the location-based
figures that we reported last year.
Introduction Strategic Repot
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32 IG GROUP HOLDINGS PLC Annual Report 2023
Diversity Report
At IG Group, we are committed to creating
a culture where all our people can achieve
their potential, and where our leadership at
every level reflects the diversity of our people
as well as the markets in which we operate.
Diversity & Inclusion (D&I) is one of our
priorities because we’ve promised our people
that they will be given the opportunities to
achieve their ambitions. We also recognise
that the Investment Association (IA)
Shareholder Priorities for 2023
, Feb 2023
report ‘set(s) out four Shareholder Priorities,
which the IA members had identified
as critical drivers of long-term value for
companies’. One of these four priorities is
Diversity. The IG D&I strategy focuses on
inclusive behaviour and decision-making,
more than the development of groups
under-represented in our senior leadership.
This approach represents a significant
shift where our leaders are accountable
for D&I goals, which are linked to reward.
We are driving this approach because it is
our leaders who own the power to create
a truly diverse and inclusive company
where ambitious people want to work and
ambitious clients want to do business.
Achievements in FY23
Last year we conducted an end-to-end review
of our D&I agenda, and in October 2022, our
Executive Committee approved the refreshed
strategy, goals and approach. Our
behavioural-change approach focuses on:
Equipping our leaders at all levels to lead
inclusively every day
Integrating inclusion goals and capability
in everything that we do
Holding leadership accountable for D&I
goals linked to reward
We’ve gone further and identified ‘stretch’
targets for our senior leadership population –
our goal is to have 35% female senior
leadership by the end of FY25, and 40% by
the end of FY28. We are now laying the
foundations to expand beyond gender and
introduce a comparable target for race
andethnicity.
So we can support leaders at all levels to
understand the impact of their everyday
decisions, and what they can do if their good
intent is not reflected in their impact, we have
designed the bespoke IG Powering Inclusion
Programme. To date, IG senior leaders, the
majority of line managers and all of the People
function have attended. We plan to continue
rolling out this programme in the next
financial year, and later, integrate it into
mandatory learning for all IG leaders.
Our approach
to Diversity
Supporting Supper Foundation (NGO), Johannesburg
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
33IG GROUP HOLDINGS PLC Annual Report 2023
Key deliverables for our refreshed strategy include:
Updating the Non-Financial Metrics to enable us to link inclusion performance to reward
Designing and delivering the bespoke IG-wide Powering Inclusion Programme to equip
leaders at all levels to lead more inclusively
Integrating inclusion goals and capabilities in key business as usual areas:
— End-to-end review of Talent Acquisition with clear reporting KPIs:
– Robust, diverse shortlists on a ‘comply or explain’ basis, and structured and diverse
interview panels
– Contractual terms for search firms to provide robust diverse candidate pools
– Open and transparent posting of all roles
– Proactive external pipelining
– Regular progress report to track how different groups fare through our processes
— Embedding inclusion best practice in the Talent Process:
– Tracking proportionate outcomes for different groups/regions
– Equipping leaders to deliver inclusive processes and outcomes, with detailed planning
for the coming year
— Integrating inclusion narrative and principles in the refreshed Employee Value Proposition
— Resetting the IG Employee Networks, and establishing a new network focused on disability
and neurodiversity. We are shifting away from a programmatic approach to one focused
on engagement and impact to help us bind all our people to IG
— Designing and implementing an approach to make us more inclusive around religion –
forexample, helping managers understand what they can do to support our people
duringRamadan
Partnering with the 30% Club Moving Ahead programme for mentoring for our mid-level
women to improve their visibility and connections with senior leaders, and for our senior
leaders to mentor women in other organisations
Delivered, through the Inspire Network, International Women’s Day (IWD) activities, which
included hearing from our own global leaders and external speakers, as well as inviting
students from local schools as part of our efforts to inspire future talent
Diversity Reportcontinued
Statement on listing rule compliance
The Nomination Committee and the Board
carefully considered the diversity-related
reporting requirements set out in the
Listing Rules and recommended by the
FTSE Women Leaders Review. As at 31 May
2023, we have not met the Listing Rules
target set out under LR 9.8.6R (9) that at
least 40% of our Board should be women.
While the Directors are committed to a
diverse organisation including the Board,
we will continue to appoint on merit, based
on the skills and experience required for
membership, while considering all forms
of diversity, as well as independence.
We plan to achieve the 40% target for
female representation on the Board by
the end of the calendar year 2024.
We have met the target that at least
one senior position on the Board is
held by a woman, and that at least one
individual on the Board is from a minority
ethnic background – in fact we have
three ethnic-minority Directors.
We insist on search firms presenting
a diverse pool of candidates
throughout the search process.
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
34 IG GROUP HOLDINGS PLC Annual Report 2023
Diversity data
The tables below analyse the gender and ethnic balances of Directors and employees within
the IG Group as at 31 May 2023. We continue to aspire to increase diversity across and at every
level of our organisation, and our Diversity Commitment is available on our website.
31 May 2023 31 May 2022
Numbers % Numbers % % change
Senior leadership
1
Female 20 19% 23 24% (5%)
Male 84 81% 74 76% 5%
Total 104
Senior management
2
Female 16 17% 17 20% (3%)
Male 76 83% 66 80% 3%
Total 92
Total employees Female 881 35% 811 34% 1%
Male 1,654 65% 1,608 66% (1%)
Total 2,535
Diversity Reportcontinued
Board and Executive Management gender representation
3
Number of
Board
members
Percentage
of the Board
Number of
senior
positions on
the Board
4
Number in
Executive
Management
Percentage
of Executive
Management
Men 8 67% 3 8 67%
Women 4 33% 1 4 33%
Other categories 0 0% 0 0 0%
Not specified/prefer not to say 0 0% 0 0 0%
Board and Executive Management ethnic representation
5
Number of
Board
members
Percentage
of the Board
Number of
senior
positions on
the Board
Number in
Executive
Management
Percentage
of Executive
Management
White British or Other White
(including minority-White groups) 9 75% 3 11 92%
Mixed/multiple ethnic groups 0 0% 0 0 0%
Asian/Asian British 3 25% 1 1 8%
Black/African/Caribbean/Black British 0 0% 0 0 0%
Other Ethnic Groups, including Arab 0 0% 0 0 0%
Not specified/prefer not to say 0 0% 0 0 0%
1 Senior leadership relates to the two layers of management below and including the Executive Committee (as per our internal targets)
2 Senior management relates to the two layers of management below the Executive Committee (excluding the Executive Committee)
3 Executive management relates to the Executive Committee, including CEO, CFO and COO
4 Senior Board positions are Chief Executive Officer, Chief Financial Officer, Senior Independent Director and Chair
5 Ethnicity data for Board and the Executive Committee is self-reported (using local census data categories and collected where
legallypossible)
IG People Summit
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
35IG GROUP HOLDINGS PLC Annual Report 2023
Non-Financial and Sustainability Information Statement
Section 414CA of the CA2006 requires the
Company to include within its Strategic
Report a non-financial and sustainability
information statement setting out such
information as is required by Section 414CB
of the CA2006. The table to the right and the
information it refers to are intended to help
stakeholders understand IG’s position on key
non-financial and sustainability matters.
Reporting requirement Policies governing our approach Find out more
Environmental matters ESG Policy ESG Report, page 26
SECR Report page 31
Climate related matters Climate related risks and opportunities register TCFD Report pages 29 and 30
Employees Diversity and Inclusion Policy
(includes Anti-Discrimination and Harassment Policy, Recruitment Policy,
Absence Management Policy, Annual Leave Policy, Parental Leave Policy,
Group Whistleblowing Policy, Transitioning at Work Policy, IG Health and
Safety Policy)
ESG Report, pages 24, 26 and
32–34
Social, community matters Diversity and Inclusion Policy
ESG Policy
ESG Report, pages 24–28 and
32–34
Human rights issues Statement on Slavery and Human Trafficking (Modern Slavery)
Vendor Management Policy
ESG Report, pages 26 and 27
Anti-bribery and corruption IG Group Anti-Bribery Policy
IG Group Gifts and Hospitality Policy
IG Share Dealing Code
IG Personal Account Dealing Policy
Group Market Abuse Policy
Group Conflicts of Interest Policy
PEPs and Sanctions Policy
Client Risk Categorisation Policy
Group Whistleblowing Policy
Group Global Anti-Money Laundering (AML) (including Counter
TerroristFinancing)
ESG Report, page 27
Description of principal risks and impact on business activity Key Trends Likely to Affect Our
Business, pages 12–13, Risk
Management, pages 48–53
Description of business model Business Model, page 10
Non-financial key performance indicators KPIs, page 14
UK
2023
Best Places to Work
Awards 2023
–SundayTimes
Best Trading Execution
–Professional Trader
Awards
Top100 Global Most Loved
Workplaces 2023
–Newsweek
Great Place to Work
2023–GreatPlace to
Work Institute
Top Employer 2023
–TopEmployer Institute
Best Prime Broker – Start-
Up & Emerging Managers
–Hedgeweek European
Awards
Best Prime Broker – start up
and emerging funds –HFM
European Services Awards
2022
Best for Low-Cost ISA –
More than £50K –Boring
Money Best Buy Awards
Best for Share Traders
–Boring Money Best Buy
Awards
Best Finance App, Best
Multi-Platform Provider and
Best Platform for the Active
Trader –ADVFN International
Financial Awards
Best spread betting
provider
–Online Money Awards
Best customer service
–Online Money Awards
Best share dealing platform
–YourMoney.com
Investment Awards
Best Client Relationship
Manager Service –
Professional Trader Awards
UK’s Most Loved
Workplaces 2022
–Newsweek
Living Wage Employer
–Living Wage Foundation
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
36
IG GROUP HOLDINGS PLC Annual Report 2023
Don’t just take it from us
Last year saw IG Group being
recognised around the world for
its performance – from product
excellence to a great place to work.
It fills us with pride to receive such accolades, but
most importantly it makes us feel confident that
we’re creating experiences for all our stakeholders
that are truly valuable. Some of these awards include:
Trophy Cabinet
USA
2023
Best Options Trading
Platform
–US News and World
Report Awards
Best Broker for Options
–Investopedia’s Best
Online Brokers Awards
2022
Best options trading
platform
–BrokerChooser Awards
Australia
2023
5-Star Rated Best Value
Online Share Trading
Platform – Canstar
Best of the Best Awards,
Best Feature Packed
Non-Bank Online Broker
–Money Magazine
2022
Outstanding Value –
International Share
Trading Award – Canstar
Poland
2023
Top CSR Initiative
– CEE Business Service
Centres Awards
Great Place to Work
2023 – GreatPlace to
Work Institute
Italy
2022
Best online broker –Italian
Certificate Awards
Best Innovative Certificate
of the Year –IT Forum Awards
Germany
2022
The Fairest
Company Award –
Focus Monday Awards
India
2023
Great Place to Work
2023 –GreatPlace to
Work Institute
France
2022
Winner for Customer
service, Customer
Service Awards
–Investment Trend
Winner for Education
materials/Programmes
–Investment Trend
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
37IG GROUP HOLDINGS PLC Annual Report 2023
A fourth consecutive year
of record total revenue.”
Chief Financial Officer’s Statement
Performance for the year
I am delighted to report another successful
year for the Group. We have recorded
a fourth consecutive year of record
total revenue, and good cost control
has ensured that we continue to deliver
a high profit margin. A key strength of
our business is that the amount of cash
that we generate allows us to both invest
for growth and deliver attractive and
sustainable distributions for shareholders.
Total revenue of £1,022.6 million is 6%
up on prior year and represents the first
time that the Group has reported a total
revenue of over £1 billion, which is a
significant milestone for the business and
our strategy. Our performance this year
reflects two important factors. First, we have
broadly maintained our trading revenue
and avoided a significant decline following
the pandemic, something that has been
seen by many others in the industry, and
second, we are well positioned to generate
significant growth in interest income.
As we projected last year, interest income was
the principal revenue growth driver in FY23
due to the significant client balances we hold.
This generated £80.8 million in FY23, in
comparison to just £0.8 million in FY22. The
increase in interest rates has also meant that
our net finance income line is now a positive,
as the return from our corporate cash
outweighed the cost of the small level of
issued debt and our revolving credit facility,
which remained undrawn as at 31 May 2023.
Cost management remains of high
importance on my agenda. We are an
innovative business, and one of the key
decisions we make during the year is deciding
how much capital we should allocate to
developing new ideas. We have an effective
incubator process which helps develop some
of these projects and has produced
businesses such as our OTC business in the
US and our EU ETD business in recent years.
Itis important that we continue to allocate
sufficient capital to foster innovation and
organic growth.
This year, we have had the challenge of high
levels of inflation across many of our regions.
This impacts some of our supplier costs, but
also impacts our people, and we have taken
steps to ensure that we are financially
supporting our people globally.
Looking at the bigger picture, we always aim
to balance the correct level of investment for
the future with our profit margin. Our
adjusted profit margin for the year was 48%,
down slightly on our prior year margin of 51%
but well within our guided range. We have
managed to grow the business at an
impressive rate over the past 20 years, at
consistently high margins, something that
wewill continue to do in the future.
Our effective tax rate was higher than prior
year at 19% versus 17% in FY22. This is due
tosome one-off adjustments in the prior
year,and the impact of the increased UK
corporation tax rate which moved from
19%to 25% in April 2023.
Earnings per share were down slightly year on
year, which includes a few moving parts. Profit
before tax was down marginally, and the
Group effective tax rate was higher. This was
partially offset by a reduction in the number
of shares in issue, which is a result of the
ongoing share buyback programme. We
would expect the share count to continue
tofall, as we continue to execute the
buybackprogramme.
Charles A. Rozes
Chief Financial Officer
19 July 2023
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
38 IG GROUP HOLDINGS PLC Annual Report 2023
Capital and liquidity
Our FY23 results announcement marks the
one-year anniversary of the publication of our
Capital Allocation Framework. The framework
has been well received by all our stakeholders,
and our Board has been embedding it
internally as we continue to evaluate the most
effective uses of capital.
Our first priority of course is ensuring that we
meet our regulatory capital requirements. In
January 2022, the Group transitioned to the
Investment Firms Prudential Regime (IFPR),
and has since been on a static, transitory
capital requirement.
Our commitment to supporting charitable
causes, with a focus on empowerment
through education, remains unwavering. In
FY22, we pledged to allocate 1% of post-tax
profits to these causes, and we intend to fulfil
this commitment again this year with an
additional pledge of £4 million.
Our proposed final dividend of 31.94 pence
represents a total dividend for the year of
45.2 pence, an increase of 1 pence on the
prior year, reflecting a progressive,
sustainable dividend. During the year, we
considered inorganic growth opportunities to
accelerate progress on our strategy but did
not identify anything which met our range of
criteria. We will continue a disciplined
approach towards all of our capital allocation.
Due to the amount of profit accrued in the
year, and having considered all other uses
of capital, we are in the position to be able
to announce an additional distribution for
our shareholders, in the form of a share
buyback for an amount of £250 million.
We would expect this to be substantially
completed within FY24. The Board has
concluded that a share buyback is the
most value-accretive form of additional
distribution at this point in time.
The announcement of our new share buyback
programme is further evidence that the
Group is able to invest in the continued
growth of the business and provide attractive
returns to shareholders.
Liquidity management has also been a strong
point during the period. The peak broker
margin requirement during the year was
£757.5 million (FY22 peak margin: £774.7
million). With such a robust organic liquidity
position, we have significant capacity for
further business growth, supporting client
trading across a variety of market conditions.
The broker margin requirement at the period
end was £678.2 million, leaving an available
liquidity balance of £792.9 million. Adjusting
for the working capital set aside for the
broker margin movements, our liquidity
surplus at the period end was £792.9 million.
Guidance
The medium-term guidance that we set out in
July 2021 was that we would anticipate total
revenue growth of 25–30% in our High
Potential Markets from FY21, and total
revenue growth of 5–7% in our Core Markets+
portfolio from FY22. We are reiterating this
guidance, and we are confident that we will
be able to deliver against this guidance.
We anticipate that interest income will
continue to be a material stream of revenue
within our total revenue line. In the US, we
reiterate our guidance that for every 25
basis points rise in the Fed funds rate, we
would expect an additional $4 million of
revenue on an annual basis. For interest
income outside of the US, and net finance
income, we expect higher income in FY24
than in FY23, reflecting the annualisation
effect of rate increases last year and
projected interest rate increases in FY24.
On profit before tax margin, we are reiterating
our guidance that we would expect to achieve
a margin of mid-40s over the medium term.
On effective tax rate, as the majority of the
Group profits are taxed in the UK, the UK
corporate tax rate change will cause further
upwards pressure going forward, though we
anticipate the Group effective tax rate to run
at around 24%, due to tax incentives we
receive for technology development spend.
In summary, another consecutive record year
of total revenue, good cost management and
a strong balance sheet puts us in an excellent
position to be able to invest in the business,
execute on our strategy, and provide
attractive returns to our shareholders.
Chief Financial Officer’s Statementcontinued
What I find the most
remarkable thing about
our business is that the
amount of cash that we
generate allows us to both
invest for growth and
create attractive returns
for shareholders.”
Total revenue
£1,023m
(FY22: £967m)
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
39IG GROUP HOLDINGS PLC Annual Report 2023
Business Performance Review
Summary Group Income Statement
£ million (continuing operations) FY23
FY23
Adjusted FY22
FY22
Adjusted
Change
%
Adjusted change
%
Net trading revenue
1
941.8 941.8 972.3 966.5 (3%) (3%)
Net interest income 80.8 80.8 0.8 0.8 Nm Nm
Total revenue 1,022.6 1,022.6 973.1 967.3 5% 6%
Betting duty and other operating income
2
0.8 (2.5) 6.1 4.6
Net operating income 1,023.4 1,020.1 979.2 971.9 5% 5%
Total operating costs
3, 4
(584.9) (541.0) (501.9) (464.9) 17% 16%
Operating profit 438.5 479.1 477.3 507.0 (8%) (5%)
Other net gains/(losses)
5
(2.6) (2.6) 11.1 (2.3)
Net finance income/(cost)
6
14.0 14.0 (11.4) (10.4)
Profit before tax from continuing operations 449.9 490.5 477.0 494.3 (6%) (1%)
1 FY22 adjusted excludes £5.8 million foreign exchange hedging gain associated with the financing of the tastytrade acquisition
2 FY23 adjusted betting duty and other operating income excludes £3.3 million income for the reimbursement of costs relating to the sale of Nadex (FY22: £1.5 million)
3 Operating costs include net credit losses on financial assets
4 FY23 adjusted operating costs excludes £39.7 million of costs and recurring non-cash costs associated with the tastytrade acquisition and integration (FY22: £33.7 million) and £4.2 million relating to the sale
of Nadex (FY22: £3.3 million)
5 FY22 excludes £9.3 million fair value (FV) gain on revaluation of Zero Hash, £4.1 million of gains on sale of Small Exchange and disposal of Zero Hash, and £2.3 million loss from associate
6 FY22 adjusted net finance cost excludes £1.0 million of one-time financing expense associated with the debt issuance
Statutory results
On a statutory basis, net trading revenue from
continuing operations was £941.8 million,
down 3% on FY22, reflecting a reduction in
client activity. The Group’s total revenue of
£1,022.6 million, increased by 5%, driven by
significantly higher levels of interest income.
Net operating income increased by 5% to
£1,023.4 million (FY22: £979.2 million).
Statutory operating costs, including net
credit loss on financial assets, were £584.9
million, 17% higher than FY22. The Group’s
statutory profit before tax for FY23 was
£449.9 million, down 6% on FY22.
The results are presented on a continuing
operations basis which excludes items
related to the sale of Nadex operations
which completed in FY22 and classified
as a discontinued operation. In FY23,
the Group subsequently disposed
of assets related to Nadex.
Adjusted results
The following analysis reflects a continuing
operations and adjusted basis, which excludes
certain one-off items and recurring non-cash
items in order to present a more accurate
view of underlying performance. A
reconciliation of non-GAAP (Generally
Accepted Accounting Principles) measures
used in this report is contained in appendix 1.
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
40 IG GROUP HOLDINGS PLC Annual Report 2023
Adjusted total revenue by product
Adjusted total revenue (£m)
FY23 FY22 Change %
OTC derivatives 806.3 810.2 –
ETD 186.5 123.1 51%
Stock trading and investments 29.8 34.0 (12%)
Group 1,022.6 967.3 6%
Adjusted total revenue consists of adjusted net trading revenue and net interest income. Adjusted total revenue was £1,022.6 million in FY23, up
6% on FY22. OTC derivatives total revenue was £806.3 million, slightly below that of the FY22 record year for OTC. ETD total revenue was £186.5
million, up 51% on the prior period. Within ETD, tastytrade total revenue was £170.3 million (£120.9 million trading revenue and £49.4 million
interest income), up 52% on FY22 and 41% on a pro forma basis which includes a full 12 months of tastytrade revenue in the comparative period,
benefitting from both increasing Fed Funds rates and favourable translational foreign exchange, offset by a reduction in net trading revenues.
Stock trading and investments total revenue was £29.8 million, down 12% due to a reduction in client trading activity.
Non-OTC revenue made up 21% of total revenue in FY23, considerably up from 16% in FY22 reflecting the continued diversification of
ourrevenue.
Adjusted net trading revenue
Adjusted net trading revenue was £941.8 million, 3% lower than FY22 as the challenging macroeconomic environment impacted trading activity.
Net trading revenue performance by product
Adjusted net trading revenue (£m)
FY23 FY22 Change %
OTC derivatives 782.0 811.5 (4%)
ETD 137.1 121.2 13%
Stock trading and investments 22.7 33.8 (33%)
Total net trading revenue 941.8 966.5 (3%)
Interest income 80.8 0.8 nm
Group total revenue 1,022.6 967.3 6%
Active clients (000) Net trading revenue per client (£)
FY23 FY22 Change % FY23 FY22 Change %
OTC derivatives 189.5 199.8 (5%) 4,126 4,063 2%
ETD
1
91.6 104.5 (12%) 1,490 1,142 31%
Stock trading and investments 90.8 93.2 (3%) 250 363 (31%)
Group
2
358.3 381.5 (6%)
1 ETD revenue per client calculation excludes revenue generated from the Group’s market maker on Nadex
2 Total Group active clients have been adjusted to remove the clients who are active in more than one product category (multi-product clients) to give a unique client count. In FY23, there were 13,700
multi-product clients, compared with 16,000 in FY22
Business Performance Reviewcontinued
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
41IG GROUP HOLDINGS PLC Annual Report 2023
Business Performance Reviewcontinued
OTC derivatives
OTC derivatives net trading revenue of £782.0
million, was down 4%, reflecting a 5%
reduction in active clients (FY23: 189,500) as
client activity moderated against a more
difficult macroeconomic backdrop year over
year, particularly in Q3. Net trading revenue
per client increased 2% on the FY22 average,
reflecting the high quality of our client base.
UK and EU OTC derivatives revenue was
£397.9 million, down 8%, with almost all of the
year-on-year difference driven by a difficult
comparison to an exceptionally strong Q3 in
FY22. Q4 revenue however increased 16% on
Q3, as client trading activity increased. Active
clients in the year declined 6%, with a 2%
lower average net trading revenue per client.
Japan OTC derivatives revenue was £99.3
million, up 1% on the record FY22
performance, with active clients increasing
10%, and average net trading revenue per
client decreasing by 8%. We continue to see
exciting opportunities to grow this business
further through the launch of new products
and effective marketing programs.
Australia OTC derivatives revenue of £95.2
million increased 8%, with average revenue
per client up 29%, more than offsetting a 16%
decline in the active client base.
Institutional OTC derivatives revenue was up
35% at £13.3 million with a significantly higher
net trading revenue per client and active
client numbers remaining level.
US OTC derivatives revenue increased 17% as
net trading revenue per client increased 31%
year on year benefitting from the increasing
quality of the client base and some
translational foreign exchange benefit.
Exchange Traded Derivatives
Net trading revenue from ETD was £137.1
million, up 13%, and 6% higher than FY22
on a pro forma basis, which includes a full
12 months of tastytrade revenue in the
comparative period.
tastytrade’s net trading revenue in the period
increased 10% to £120.9 million, and 2%
on a pro forma basis. Active clients reduced
by 16% on a pro forma basis, reflecting
normalisation against the higher levels of
activity in FY22 and lower levels of new client
acquisition in the period. The decline in active
clients was more than offset by increased
revenue per client, up 22%, due to
improvements in the client mix and favourable
translational foreign exchange rates.
Spectrum’s revenue was £15.7 million,
up 68%, as revenue per client increased
significantly to £2,286, up 67%, as the
exchange onboarded Societe Generale
and UniCredit as new issuers.
Stock trading and investments
Net trading revenue from stock trading and
investments was £22.7 million, down 33%,
reflecting a 31% reduction in average net
trading revenue per client as trade frequency
per client reduced. The number of active
clients reduced slightly and assets under
management at the end of the period
remained in line with FY22 at £3.3 billion.
Net interest income
Net interest income on client balances was
£80.8 million increasing significantly from
£0.8 million reported in FY22. Interest on
client balances made up 8% of total revenue
in FY23, increasing from 5% in H1 to 11% in
H2. This increase reflected the rising interest
rate cycle and the significant client money
balances held throughout the year.
In our US businesses, client balances at the
end of the year were $1.9 billion (31 May
2022: $2.0 billion). This contributed £50.4
million of interest (FY22 £1.9 million).
Outside of the US, client balances of £2.7
billion were down 12% (31 May 2022: £3.1
billion). This included £420.4 million of client
funds on the balance sheet (31 May 2022:
£519.4 million) for which the interest is
recognised within the net finance line. Interest
income recognised on the remaining
segregated client money balance was £30.4
million compared with a net interest cost of
£1.1 million in FY22.
Operating costs
Total adjusted operating costs for FY23 were
£541.0 million, 16% higher than FY22. The
increase reflected approximately £16.2 million
of translational foreign exchange headwinds,
inflationary increases, the £4.0 million pledge
to charitable causes, and higher technology-
related costs as we continue to invest in
innovation and resiliency.
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
42 IG GROUP HOLDINGS PLC Annual Report 2023
Adjusted operating costs from continuing operations
£ million FY23 FY22 Change %
Fixed remuneration 188.5 150.1 26%
Advertising and marketing 93.5 87.1 7%
Revenue-related costs 47.9 45.3 6%
IT, structural market data and communications 42.5 35.0 21%
Depreciation and amortisation 29.6 28.5 4%
Legal and professional 25.9 16.8 54%
Other costs 63.1 44.2 42%
Variable remuneration 50.0 57.9 (14%)
Total operating costs 541.0 464.9 16%
Average headcount 2,616 2,408 9%
Business Performance Reviewcontinued
FY23 fixed remuneration was £188.5 million,
up 26%, reflecting increased headcount,
translational foreign exchange on non-GBP
salaries, salary increases driven partly by
inflation, and a one-off cost of living payment
to around 70% of our people. Headcount
growth was primarily in technology areas and
reflected continued investments in new
development projects and the running of our
global trading platforms and infrastructure.
Advertising and marketing spend increased
by 7% to £93.5 million. This reflected
marketing investments in Germany and
tastytrade to support our strategic goal of
growing our ETD business and diversifying the
Group’s revenue base.
Revenue-related costs include market data
charges, client payment charges, provisions
for client and counterparty credit losses and
brokerage trading fees. Although net trading
revenue was lower in FY23, revenue-related
costs increased by 6% to £47.9 million
reflecting a change in revenue mix, in
particular higher brokerage trading fees due
to a larger volume of US index options traded
by clients.
IT maintenance, structural market data
charges, and communications costs were
£42.5 million, an increase of 21% reflecting
increased investments in technology to
expand infrastructure capacity to support
future growth and periodic spikes in
clienttrading.
Depreciation and amortisation costs
increased 4% to £29.6 million. Legal and
professional fees were £25.9 million, an
increase of 54%, reflecting higher costs in
relation to strategic and operational projects.
Other costs, which include staff-related costs
(such as travel and entertainment), regulatory
fees and irrecoverable VAT, increased by 42%.
Also included was the £4.0 million pledge to
charitable causes, representing 1% of FY22
adjusted profit after tax, which was approved
by the Board in September 2022. Additionally,
other costs increased due to higher travel and
entertainment as staff returned to the office
and travel frequency increased.
Within variable remuneration was the general
bonus accrual, share schemes and sales
bonuses. The charge for the general bonus
pool was £27.6 million, down 15%, reflecting
alower level of outperformance to internal
targets relative to the comparative period,
offset by increases due to headcount growth
and salary inflation. Share schemes costs
relating to the long-term incentive plans for
senior management reduced by 6% to £16.8
million (FY22: £17.8 million) reflecting the
lower share price, and lower levels of
performance against internal targets in
comparison to prior year. Sales bonuses
decreased by 25% to £5.6 million reflecting
lower commission payments to sales staff.
Net finance income
Net finance income in the period was £14.0
million, up from a £10.4 million adjusted cost
in FY22. Within this, finance income was
£30.2 million (FY22: £3.4 million), offset by
finance costs of £16.2 million (FY22: £13.8
million). Group finance costs are fixed,
however, the finance income, which reflected
the interest earned on corporate balances
including client funds on balance sheet,
benefitted from the rising interest rate cycle.
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
43IG GROUP HOLDINGS PLC Annual Report 2023
Earnings per share (EPS)
£ million (unless stated) FY23
FY23
Adjusted FY22
FY22
Adjusted
Change
%
Adjusted change
%
Profit before tax from continuing operations 449.9 490.5 477.0 494.3 (6%) (1%)
Taxation (86.2) (94.0) (80.9) (83.8)
Profit after tax from continuing operations 363.7 396.5 396.1 410.5 (8%) (3%)
Weighted average number of shares for the calculation of
EPS (millions) 418.7 418.7 426.3 426.3 (2%) (2%)
Basic EPS (pence per share) 86.9 94.7 92.9 96.3 (6%) (2%)
Business Performance Reviewcontinued
Profit before tax was £449.9 million in FY23,
and £490.5 million on an adjusted basis, 1%
lower than FY22.
The effective tax rate (ETR) was 19.2%
based on profit before tax from continuing
operations (FY22: 17.0%). The ETR was lower
than the average main rate of UK corporate
tax in the period of 20%, where the majority
of the Group’s profits were taxed, primarily
as a result of standard UK tax incentives and
adjustments to prior year estimates. The ETR
for FY24 is anticipated to be around 24% on
an adjusted basis, due to the sharp increase
in UK corporate tax rate from 19% to 25%
from 1 April 2023. The ETR is dependent
on several factors including taxable profit
by geography, tax rates levied in those
geographies, and the availability and use
of taxable losses. The future ETR may also
be impacted by changes in our business
activities, client composition and regulatory
status, which could affect our exemption
from the UK bank corporation tax surcharge
Profit after tax was £363.7 million, down
8% on FY22, and 3% lower on an adjusted
basis. Basic EPS was 86.9 pence, down
6% on FY22 and 2% lower on an adjusted
basis due to the reduction in profits, partly
offset by a lower share count reflecting
our share buyback programme.
Dividend
The final dividend for FY23 of 31.94 pence per
share was proposed by the Board. This will be
paid on 19 October 2023, following approval
at the Company’s Annual General Meeting,
to those shareholders on the register at the
close of business on 22 September 2023. This
represents a total FY23 dividend paid of 45.2
pence per share (FY22: 44.2 pence per share).
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
44 IG GROUP HOLDINGS PLC Annual Report 2023
Summary Group balance sheet
The balance sheet is presented on a management basis which reflects the Group’s use of alternative performance measures to monitor its
financial position, with particular focus on own funds and liquid assets, which are deployed to meet the Group’s liquidity requirements. These
alternative performance measures are reconciled to the corresponding International Financial Reporting Standards (IFRS) balances in the
Appendix.
£ million (unless stated) 31 May 2023 31 May 2022 Change %
Goodwill 611.0 604.7 1%
Intangible assets 276.5 292.1 (5%)
Property, plant and equipment
1
17.6 16.7 5%
Operating lease net liabilities (2.2) (2.0) 10%
Other investments 1.2 – nm
Investments in associates 12.5 14.8 (16%)
Fixed assets 916.6 926.3 (1%)
Own cash 730.2 1,245.9 (41%)
Issued debt and notional pooling (299.3) (299.2) –
Client funds held on balance sheet (420.4) (519.4) (19%)
Turbo Warrants
2
(2.7) (1.5) 80%
Net amounts due from brokers 825.3 657.1 26%
Own funds in client money 75.1 64.2 17%
Financial investments 234.1 – nm
Liquid assets threshold requirement 65.0 106.7 (39%)
Own funds 1,207.3 1,253.8 (4%)
Working capital (74.4) (82.5) (10%)
Net current assets held for sale – 0.4 (100%)
Tax payable 2.7 (20.5) (113%)
Net deferred tax net liability (37.6) (49.7) (24%)
Net assets 2,014.6 2,027.8 (1%)
1 Excludes right-of-use assets
2 Recognised in client funds held on balance sheet in the prior year
During FY23, Group’s fixed assets decreased by £9.7 million. The decrease in fixed assets was driven by annual depreciation and amortisation
of£61.8 million offset by additions of £26.2 million in intangibles and property, plant and equipment, £8.7 million on the Small Exchange
acquisition, £7.6 million lease payment and a £10.8 million increase from foreign exchange. The Group’s working capital increased by £8.1 million,
which was primarily driven by a lower general bonus accrual compared to prior year.
The Group recognised a £13.2 million decrease in net assets during the period driven by a £46.5 million decrease in own funds offset by a
reduction of £35.3 million in tax and deferred tax liabilities.
Business Performance Reviewcontinued
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
45IG GROUP HOLDINGS PLC Annual Report 2023
Liquidity
The Group maintained a strong liquidity position, ensuring that it had sufficient resources under both normal circumstances and stressed
conditions to meet its working capital and other liquidity requirements, which included broker margin requirements, regulatory and working
capital needs of its subsidiaries, and funding of adequate buffers in client money accounts.
The Group’s available liquidity comprised assets available at short notice to meet additional liquidity requirements, which were typically
increases in broker margin.
£ million (unless stated) 31 May 2023 31 May 2022 Change %
Own cash 730.2 1,245.9 (41%)
Net amounts due from brokers 825.3 657.1 26%
Own funds in client money 75.1 64.2 17%
Financial investments 234.1 – –
Liquid assets threshold requirement 65.0 106.7 (39%)
Liquid assets 1,929.7 2,073.9 (7%)
Broker margin requirement (678.2) (629.5) 8%
Cash balances in non-UK subsidiaries (383.5) (342.9) 12%
Own funds in client money (75.1) (64.2) 17%
Available liquidity 792.9 1,037.3 (24%)
Of which:
Held to meet regulatory liquidity requirements 65.0 106.7 (39%)
Dividend due 130.6 134.8 (5%)
in broker margin requirements and the Group
holding higher cash balances in non-UK
subsidiaries to meet local cash requirements
at the end of the year. The Group regularly
repatriates cash from its overseas
subsidiaries, and for liquidity management
and planning purposes the Group excludes
cash held by non-UK subsidiaries from
available liquidity. The amount of cash held in
entities outside the UK was £383.5 million as
at 31 May 2023 (31 May 2022: £342.9 million).
The Group’s available liquidity is subject to
meeting other requirements including
regulatory liquidity requirement within the
IFPR. IFPR has a basic liquid assets
requirement and a liquid assets threshold
requirement, which can be met with both
cash and certain financial investments. As at
31 May 2023, £65.0 million was held as liquid
asset threshold requirement, 39% lower than
31 May 2022 due to removal of the
transitional IFPR arrangement.
In addition to cash recognised on the balance
sheet, as at 31 May 2023, the Group held
£2,303.9 million (31 May 2022: £2,577.9
million) of client money in segregated bank
accounts, which is not recognised on the
Group’s balance sheet. These client funds are
held separately from the Group’s own cash
balances and are excluded from the Group’s
liquid assets.
Business Performance Reviewcontinued
The composition of the Group’s liquid assets
changed during the period, with more liquid
assets held as financial investments (UK
Government securities) rather than cash. This
was a result of changes in regulations that
require the Group to post securities into
segregated accounts instead of cash to meet
initial margin requirements at certain brokers.
The impact on the Group’s liquid assets was
that the UK Government securities held by the
Group increased by £210.3 million, with a
corresponding reduction in the cash balance
at 31 May 2023. The Group held £372.3
million of UK Government securities to satisfy
margin requirements. The Group’s cash
balance also reduced as a result of dividends
paid during FY23 of £188.1 million, share
buyback of £175.2 million and tax paid of
£116.6 million, offset by cash generated by
operations of £296.2 million.
Net amounts due from brokers increased by
£168.2 million. The balance comprised open
derivative positions, cryptocurrency assets,
cash and UK Government securities held on
account by the Group’s hedging and
execution counterparties. The broker margin
requirement at 31 May 2023 was £48.7 million
higher than the requirement at 31 May 2022.
The maximum margin requirement during the
period was £757.5 million in August 2022,
lower than the Group’s highest broker margin
requirement of £774.7 million which occurred
in H1 FY22.
The Group’s available liquidity reduced by
£244.4 million during the period, which was
more than the overall fall in liquid assets of
£144.2 million. This was driven by an increase
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
46 IG GROUP HOLDINGS PLC Annual Report 2023
Own funds
The Group measures the strength of its liquidity position using an “own funds” measure, instead of just cash, as it is a broader and more stable
measure than cash. Own funds include liquid assets, less issued debt, turbo warrants and client funds on the balance sheet. As at 31 May 2023,
the Group had a cash balance of £730.2 million (31 May 2022: £1,245.9 million) compared with an own funds balance of £1,207.3 million (31 May
2022: £1,253.8 million).
£ million (unless stated) 31 May 2023 31 May 2022 Change %
Liquid assets 1,929.7 2,073.9 (7%)
Client funds on balance sheet (420.4) (520.9) (19%)
Turbo warrants (2.7) (1.5) 80%
Issued debt/long-term borrowings (299.3) (299.2) –
Own funds 1,207.3 1,253.8 (4%)
Client funds on balance sheet are funds on deposit with the Group’s Swiss banking subsidiary, IG Bank SA, and client funds held by other
subsidiaries which are not subject to the same legal or regulatory protections as client money held off balance sheet, including funds held by the
Group under title transfer arrangements.
The Group has £300 million, 3.125% senior unsecured bonds due in 2028. The Group also has access to a £350 million revolving credit facility
which was undrawn at 31 May 2023 (31 May 2022: undrawn). The Group has the option to request an increase in the revolving credit facility size
to £400.0 million. The total available credit facilities have risen from £600 million as at 31 May 2022, to £650 million as at 31 May 2023, with the
potential to rise to £700 million if the new revolving credit facility is increased in size.
Own funds flow
£ million FY23 FY22
Own funds generated from operations 467.5 536.5
As a percentage of operating profit 107% 112%
Taxes paid (116.6) (99.2)
Net own funds generated from operations 350.9 437.3
Net interest and fees received 10.2 (13.2)
Capital expenditure and capitalised development costs (26.2) (17.5)
Net own funds movement from acquisitions and disposals of subsidiaries and investments in associates (2.8) (14.7)
Purchase of own shares held in employee benefit trusts (14.6) (6.7)
Pre-dividend increase in own funds 317.5 385.2
Cash paid for share buyback (175.2) –
Dividends paid (188.1) (186.2)
Increase/(decrease) in own funds (45.8) 199.0
Own funds at start of the period 1,253.8 1,058.5
Increase/(decrease) in own funds (45.8) 199.0
Impact of movement in exchange rates (0.7) (3.7)
Own funds at end of the period 1,207.3 1,253.8
Business Performance Reviewcontinued
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
47IG GROUP HOLDINGS PLC Annual Report 2023
Own funds decreased by £45.8 million, excluding the impact of foreign exchange rates. This was driven by share buybacks completed in FY23
of£175.2 million, dividends paid of £188.1 million, purchase of own shares held in the Employee Benefit Trust of £14.6 million and capital
expenditure of £26.2 million, offset by net own funds generated from operations of £350.9 million.
Regulatory capital
The Group is supervised on a consolidated basis by the Financial Conduct Authority in the UK, which requires sufficient regulatory capital at
both Group and individual entity levels to cover risk exposures, valued according to applicable rules, and any additional regulatory financial
obligations imposed.
The Group’s regulatory capital resources, which totalled £996.3 million as at 31 May 2023 (31 May 2022: £1,025.6 million), are an adjusted
measure of shareholders’ funds taking into account FY23 profits which are included in the regulatory capital calculation once signed off by the
auditors. Shareholders’ funds comprise share capital, share premium, retained earnings and other reserves, and as at 31 May 2023 totalled
£2,014.6 million (31 May 2022: £2,027.8 million).
The Group’s regulatory capital requirement as at 31 May 2023 was £497.4 million (31 May 2022: £497.4 million). The Group’s capital headroom
was £498.9 million (31 May 2022: £528.2 million), demonstrating the solid capital base.
£ million 31 May 2023 31 May 2022
Shareholders’ funds 2,014.6 2,027.8
Less foreseeable/declared dividends (127.6) (134.8)
Less remaining share buyback not recognised (22.5) –
Less goodwill and intangible assets (829.9) (833.7)
Less deferred tax assets and significant investments in financial sector entities (23.2) (17.5)
Less significant investment in financial sector entities (13.7) (14.8)
Less value adjustment for prudent valuation (1.4) (1.4)
Regulatory capital resources 996.3 1,025.6
Total requirement 497.4 497.4
Capital headroom 498.9 528.2
Business Performance Reviewcontinued
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
48 IG GROUP HOLDINGS PLC Annual Report 2023
Our approach to risk
management, centred around
our Risk Management
Framework, is key to achieving
our business objectives whilst
we preserve our strong
financial position, regulatory
reputation and ensure good
outcomes for both clients and
markets. The Board is
ultimately responsible for
ensuring that we maintain
astrong risk management
culture, supported by our
robust Risk Management
Framework.
Risk Management
Risk culture
Embedding a sound risk culture is fundamental to the effective
operation of our RMF and sets the tone, alongside our core value of
‘Champion the Client’, for conduct in all business activities and
expected behaviours. Central to our risk culture is a commitment to
integrity and to principles of responsible business. This is driven by
individual accountability, with defined roles and responsibilities
prescribed across the Group as detailed under the Senior Managers
Certification Regime in the UK. We operate a Three Lines of Defence
Model, with segregation of responsibilities as detailed below:
Risk Management Framework (RMF)
We have an established framework to identify,
measure, manage, monitor, and report the
risks faced by our business. This includes the
risk that our conduct may pose to the
achievement of good outcomes for clients, or
to the sound, stable, resilient, and transparent
operation of financial markets.
The RMF provides the Board with assurance
that our risks, including the risks relating to
the achievement of our strategic objectives,
are understood, and managed in accordance
with our appetite and tolerance levels.
The RMF is supported by numerous policies
covering all areas of our business, from our
management of market, credit, and liquidity
risk, to the systems and controls we put in
place to manage and oversee our technology,
operational and conduct risks.
Board and designated sub-Committees IG Menkul Değerler Holdings (IGGH)
Management
Client Money and
Assets Committee
Remuneration
Risk Committee
Executive Risk Committee
First Line
of Defence
Business
functions
Risk management
Responsible for
identification,
assessment and
management of risks
faced in line with
approved policies
and procedures.
Second Line
of Defence
Risk and Control
functions
Advisory and
oversight services
Maintain risk
management and
control policies,
analyse and monitor
risks against risk
appetite.
Third Line
of Defence
Internal
Audit
Assurance
Provide
independent,
objective assurance
reviews of
appropriateness
and effectiveness of
controls, governance
structures and
processes.
Risk Committee
Technology Risk
Committee
Best Execution
Committee
Information Security
Committee
Conduct and Op Risk
Committee
Capital and
Liquidity Committee
Transaction Repoting
Committee
Vendor Risk Management
Committee
Audit Committee
Board Risk
Committee
Remuneration
Committee
Board Risk Committee
Audit
Committee
Risk governance
Non-Executive oversight of the RMF has been delegated by the Board
to the Board Risk Committee, with executive and operational oversight
provided through the Executive Risk Committee (ERC).
The ERC meets weekly to discuss risks requiring executive-level
oversight and management, with the frequency reflecting the
commitment of senior management to play an active role in day-to-
day risk management. Specific sub-committees are delegated
additional oversight with membership comprised of management
withsubject matter expertise.
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
49IG GROUP HOLDINGS PLC Annual Report 2023
Principal Risks and Risk Appetite
Risk category Principal risks Mitigation and controls
Business Model Risk
The risk we face arising from the
nature of our business and business
model, including market, credit and
liquidity risks, and capital adequacy
adherence.
Risk appetite
In pursuit of our business goals, we have an
appetite for running modest levels of market
risk to facilitate the high-quality instant
execution of client orders while accepting
that periodic credit risk losses will occur in
normal business activity. We have very little
appetite for liquidity or regulatory capital risk
and ensure complete compliance with
regulatory requirements.
Emerging and evolving risks
We monitor the emergence of significant events
or topics which could, if unmanaged, have a
material impact on the Group. Such matters
include the war in Ukraine, trade wars, political
and legislative changes and any other matters
which may lead to macro market movements.
Where such events or topics emerge, as a
matter of course we consider client margin
requirements, market risk limits, broker
positions, and cash and capital held at each
individual entity to ensure we remain within our
risk appetite as the external environment and
risks we face change.
Market risk – trading book and
non-trading book (inclusive of
interest rate risk)
The risk of loss due to movements in market
prices arising from our net position in
financial instruments.
The inherent conflict in OTC trading, is mitigated at IG through the design of our business model,
being based around the internalisation of client trading and hedging of residual exposures more
than the predefined Board approved limits. In short, our long-term interests align with those of
our clients
Additionally, our order execution system price improves client orders where the underlying
market has moved against them while the order is being processed. We operate a real-time
market position monitoring system
Our scenario-based stress tests are performed on an hourly basis
We have predetermined, Board-approved, market risk limits
Our dynamic approach to limit management makes full use of highly liquid markets in core hours,
reducing in less liquid periods
Credit risk – client
The risk that a client fails to meet their
obligations to us, resulting in a financial loss.
Our approach to setting client margin requirements is centred on protecting our clients from
poor outcomes, taking into consideration underlying market volatility and liquidity, while
simultaneously protecting IG from exposure to debt
Client positions are automatically liquidated once they have insufficient margin on their account
– this not only protects IG against debt, but importantly protects our clients
Our client education offering provides information about robust risk management practices
Credit risk – financial institution
The risk of loss due to the failure of a
financial institution counterparty.
We undertake credit reviews of financial institutional counterparties upon account opening,
which is updated periodically (or ad hoc upon an event)
Our credit exposures to each of our broking counterparties are actively managed in line with
limits
We perform daily monitoring of counterparties’ creditworthiness
Liquidity
The risk that we are unable to meet our
financial obligations.
Active liquidity management within the Group is central to our approach, ensuring sufficient
liquidity is in the right places at the right times
We conduct monthly liquidity stress tests
We have access to committed unsecured bank facilities and debt
Capital adequacy
The risk that we hold insufficient capital to
cover our risk exposures.
We conduct daily monitoring of compliance with all regulatory capital requirements. With our
ICARA (Internal Capital Adequacy and Risk Assessment), we conduct an annual capital and
liquidity assessment including the application of a series of stress-testing scenarios, based
against our financial projections, all of which is approved by the Board
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
50 IG GROUP HOLDINGS PLC Annual Report 2023
Principal Risks and Risk Appetitecontinued
Risk category Principal risks Mitigation and controls
Commercial Risk
The risk that our performance is
affected by adverse market
conditions, failure to adopt an
effective business strategy, or
competitors offering more attractive
products or services.
Risk appetite
There is little appetite for activities that threaten
efficient delivery of any core initiatives or that
can diminish our reputation, although
acceptance of some strategic risk is necessary
to foster innovation.
Emerging and evolving risks
We closely monitor the high-inflationary
environment and the UK’s cost of living crisis,
and their effects on client’s ability to trade,
supplier costs, wages, and income from interest.
As a UK-headquartered firm we are exposed to
FX rate fluctuations when transferring funds
between non-UK entities.
Strategic delivery
The risk that our competitive position
weakens or that our profits are impacted
due to the failure to adopt or implement
an effective business strategy, including
the risk of failing to appropriately integrate
an acquisition.
Regular strategy updates to the Board from the Executive Directors throughout the year
detailing the strategic progress of the business
External consultation and extensive market research undertaken in advance of committing to
any strategy to test and validate a concept
Projects managed via a phased investment process, with regular review periods, to assess
performance and determine if further investment is justified
Financial market conditions
The risk that our performance is affected by
client sensitivity to adverse market
conditions, making it harder to recruit new
clients and reducing the willingness of
existing clients to trade.
Review of daily revenue, monthly financial information, KPIs and regular reforecasts of expected
financial performance
Forecasts used to determine actions necessary to manage performance and products in
different geographical locations, with consideration given to changes in market conditions
Regular updates to investors and market analysts to manage the impact of market conditions on
performance expectations
Competitor
We operate in a highly competitive
environment and seek to mitigate competitor
risk by maintaining a clear distinction in the
market. This is achieved through compelling
and innovative product development
and quality of service, all while closely
monitoring the activity and performance
of our competitors.
Our approach to conduct demands we put the client at the heart of our decision making. We do
not engage in questionable practices, regardless of whether they would prove to be
commercially attractive to clients
Ensuring that our product offering remains attractive, considering the other benefits that we
offer our clients, including brand, strength of technology and service quality
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
51IG GROUP HOLDINGS PLC Annual Report 2023
Principal Risks and Risk Appetitecontinued
Risk category Principal risks Mitigation and controls
Conduct and Operational
Risk
The risks that our conduct poses to
the achievement of fair outcomes for
consumers or the financial markets,
and the risk of loss resulting from
inadequate or failed internal
processes, people, systems, or
external events.
Risk appetite
Operational risk is present in the normal course
of business, and it is not possible, or even
desirable, to eliminate all risks inherent in our
activities. We have no appetite for poor
conduct-related events.
Emerging and evolving risks
The cyber threat landscape continues to
evolve, with cyber criminals and ransomware
groups constantly changing and maturing
their attack methods and targets. The impact
of climate change poses risks to business
continuity and, therefore, potential harm to
our clients and people. Failure to responsibly
manage our Group emissions or to mitigate
the risks associated with climate change poses
reputational and regulatory risks. The ongoing
energy crisis in South Africa, which results in
load-shedding, is a concern, with proactive
steps taken by the Group to mitigate any
potential impact on our clients and employees.
Technology and information
security
The risk of data loss or that our operations
are affected, or clients receive a degraded
service or are unable to trade due to an
operational outage or system limitations.
Technology threats can evolve from poor
internal practices and systems or from the
continuously evolving cyber landscape.
Maintenance of a 24/7 Incident Management function
Security operations function with 24/7 strength-in-depth capabilities to monitor, prevent and
triage cyber threats
DOS mitigation services and 24/7 incident management capabilities
Regular disaster-recovery capability testing
Capacity stress testing
Our Change Management and Quality Assurance functions undertake risk assessments, utilise
defined maintenance windows and help deploy new products and services
We invest in strength-in-depth capabilities to mitigate the ever-present and changing
cyberthreats
Financial crime
The risk of failing to identify and report
financial crime. Inadequate oversight and
client due diligence can result in clients
attempting to use us to commit fraud or
launder money, third parties trying to
access client or corporate funds, or
employees misappropriating funds if an
opportunity arose.
A mature control framework for identifying and reporting on suspicious transactions, which is
designed to protect the integrity of the financial markets and provide a stable and fair-trading
environment for our clients
Appropriate onboarding processes for different client types and vendors with enhanced due
diligence and monitoring processes where appropriate
Segregated duties within processes to ensure adequate oversight and control over internal fraud
Trading issues
The risk related to any issues around our
internal hedging, client trading, and process
for corporate actions, dividends, and
stocktransfers.
A 24/7 approach with trading desks located in London and Australia providing 24-hour coverage.
We apply Board-approved Market Risk Limits and operate under a robust control framework to
mitigate our exposure to loss through operational risk events which may impact trading. Our
order execution processes not only comply with all regulatory requirements, but go over and
above in filling client orders, on an asymmetrical basis, providing better than best execution
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
52 IG GROUP HOLDINGS PLC Annual Report 2023
Principal Risks and Risk Appetitecontinued
Risk category Principal risks Mitigation and controls
Conduct and Operational
Riskcontinued
Client life cycle management
This is the risk related to issues in the client
life cycle spanning the customer agreement,
account set-up, interactions, and
appropriateness of account types and
product offerings.
Bespoke onboarding processes ensure we only offer products and services to clients with
sufficient means and a clear understanding of the risks involved. Regular assessments of services
identified as being critical to clients to ensure their operational resiliency. Single points of failure
identified, and contingency plans set in place
Complete adherence to client money and asset regulations, taking the highest standard set by
the FCA in the UK and applying them worldwide where possible
The use of KPIs to monitor levels of service provided and act where needed
We offer a plethora of high-quality, easily accessible educational material to ensure clients can
improve their understanding of our products and the financial markets – supporting their pursuit
of financial freedom
We monitor for client behaviours which may indicate levels of vulnerability and proactively
engage with them to minimise poor outcomes
Financial integrity and statutory
reporting issues
The risk of production issues which could
lead to untimely, incomplete, or inaccurate
Financial Statements, transaction reporting,
tax filing, regulatory capital, and forecasting.
Our operational risk framework provides the base from which our robust control environment
reduces operational risk events from manifesting
Our automated systems enable us to flex with client trading volumes
Dedicated specialist steering committees manage and oversee niche areas, such as transaction
reporting, financial crime, financial reporting and forecasting, climate responsibilities, our
Internal ICARA and Annual Report production
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
53IG GROUP HOLDINGS PLC Annual Report 2023
Principal Risks and Risk Appetitecontinued
Risk category Principal risks Mitigation and controls
Regulatory Environment
Risk
The risk that we face enhanced
regulatory scrutiny with a higher
chance of regulatory action, or the
risk that the regulatory environment
in any of the jurisdictions in which we
currently operate, or may wish to
operate, changes in a way that has
an adverse effect on our business or
operations, through reduction in
revenue, increases in costs, or
increases in capital and liquidity
requirements.
Risk appetite
We have no appetite to breach financial services
regulatory requirements and we strive to always
comply with applicable laws and regulations.
Emerging and evolving risks
The regulatory landscape continues to evolve,
and we need to react and ensure adherence to
incoming regulations in a timely manner. Less
well-developed regulatory frameworks, such as
digital assets, are actively monitored for any
changes where we may need to adapt strategic
rollouts. The introduction of the FCA’s
Consumer Duty principle is an example of how
we plan for change by identifying workstreams
with owners who are responsible for updating
steering committees on progress. The same
approach will be taken with incoming DORA
1
,
MiFID/MiFIR
2
Review, EMIR
3
, and any other
regulatory changes. Many of the concepts in the
FCA’s Consumer Duty, and other incoming
regulations, are already practiced and well-
embedded; and are in line with our purpose,
strategic drivers, and values such as being
‘Tuned for Growth’ and ‘Champion the Client.
We welcome their introduction and the impact
that they will have on our industry.
Regulatory risk
The risk of investigation, enforcement, or
sanction by financial services regulators. This
may be driven by internal factors, such as the
strength of our control framework or our
interpretation, understanding, or
implementation of relevant regulatory
requirements. This risk can also arise from
external factors, such as the current and
changing priorities of our regulators’ policy
and supervision departments.
Continuous monitoring of operations to ensure they adhere to regulatory requirements and
expected standards
Continuous review of all regulatory incidents and breaches with deep dives performed on
common themes
Policies and procedures are embedded across the Group with a regulatory compliant mindset
We operate values to always Champion the Client, whilst Raising the Bar
Regulatory change
The risk of governments or regulators
introducing legislation or new regulations
and requirements in any of the jurisdictions
in which we operate which could result in an
adverse effect on our business or operations,
through reduction in revenue, increases in
costs or increases in capital and liquidity
requirements.
We foster strong relationships with key regulators, with whom we actively seek to converse to
keep abreast of, contribute, to and correctly implement regulatory changes
We pay close regard to relevant public statements issued by regulators that may affect our
industry
The Board Risk Committee receives regular reports of current and emerging risks which timeline
incoming, and potential incoming, changes
The Board Risk Committee has received regular updates on UK Consumer Duty regulation, from
the early consultation stage through to approval of the final implementation plan
Tax change
The risk of significant adverse changes in the
way we are taxed.
A prime example is the imposition of a
financial transactions tax, which could
severely impact the economics of trading
and developments in international tax law.
We monitor developments in international tax laws to ensure continued compliance and ensure
stakeholders are aware of any significant adverse changes that might impact us
Where appropriate and possible, we collaborate with tax and regulatory authorities to provide
input on tax policy, or changes in law
1 DORA – Digital Operational Resilience Act7
2 MiFID – Markets in Financial Instruments Directive
MiFIR – Markets in Financial instruments Regulation
3 EMIR – European Market Infrastructure Regulation
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
54
IG GROUP HOLDINGS PLC Annual Report 2023
Going Concern and Viability Statement
Going concern
The Directors have prepared the Group
Financial Statements on a going concern
basis which requires the Directors to have a
reasonable expectation that the Group has
adequate resources to continue in operational
existence for a period of at least 12 months
from the date of approval of the Group
Financial Statements.
The Directors’ assessment has considered
future performance, solvency and liquidity
over a period of at least 12 months from the
date of approval of the Financial Statements.
The Board, following the review by the Audit
Committee, has a reasonable expectation
that the Group has adequate resources for
that period, and confirm that they consider it
appropriate to adopt the going concern basis
in preparing the Financial Statements.
The Group meets its day-to-day working
capital requirements through its available
liquid assets and committed banking facilities.
The Group’s liquid assets exclude all monies
held in segregated client money accounts. In
assessing whether it is appropriate to adopt
the going concern basis in preparing the
Financial Statements, the Directors have
considered the resilience of the Group, taking
account of its liquidity position and cash
generation, the adequacy of capital
resources, the availability of external credit
facilities and the associated financial
covenants, stress-testing of liquidity and
capital adequacy that takes into account the
principal risks faced by the business. Further
details of these principal risks and how they
are mitigated and managed is documented
inthe Risk Management section on pages
48–53.
Viability statement
The UK Corporate Governance Code requires
the Directors to make a statement regarding
the viability of the Group, including explaining
how they have assessed the prospects of the
Group, the period of time over which they
have made the assessment and why they
consider that period to be appropriate.
The Group has a forecasting and planning
cycle consisting of a strategic plan, an annual
budget for the current year and financial
projections for a further three years. The
output from this business planning process is
used in the Group’s capital and liquidity
planning, and the most recent forecasts are
for the four-year period ending May 2027. The
four-year forecasting period is the length of
time over which the Board strategically
assesses the business and the period of time
over which the Board would typically look for
investments to pay back.
The first year of the planning period has a
greater degree of certainty. It is therefore
used to set detailed financial targets across
the Group. It is also used by the Remuneration
Committee to set targets for the annual
incentive scheme. Caution about the degree
of certainty needs to be exercised – in the
short term, the performance of the Group’s
business is impacted by influences such as
market conditions and regulatory changes
that it cannot control.
The further three-year period provides
less certainty of outcome, but provides
a robust planning tool against which
strategic decisions can be made. These
forecasts are also considered when
setting targets for the executive and
senior management share plans.
The Group’s revenue, which is driven by
client transaction fees, has remained resilient
despite the quieter market conditions
in FY23. The current year revenue has
further been supported by the higher
levels of interest earned on client money
balances, reflecting the rising interest rate
environment. Projections of the Group’s
revenue have conservatively considered
financial market volatility for the four-year
period based on historical levels which
exclude exceptional events. Projections
also include assumptions on interest rates
which are expected to remain flat before
decreasing, based on market expectation
of future interest rate projections.
No significant changes to regulatory capital
and liquidity requirements have been
assumed over the forecasting period and the
Group continues to be subject to IFPR. Aside
from the introduction of Uncleared Margin
Rules which came into effect on 1 September
2022, which requires the Group to pledge
non-cash collateral to meet initial margin
requirements resulting in a higher holding of
portfolio gilts, there have been no changes in
the Group’s capital and liquidity requirements
and resources since 31 May 2022.
Introduction Strategic Repot
Governance Repot Financial Statements
Shareholder and
Company Information
55IG GROUP HOLDINGS PLC Annual Report 2023
The Group undertakes stress testing on these
forecasts through the ICARA and Recovery
Plan, providing the Board with a robust
assessment of the possible consequences of
principal risks facing the Group, including
those that would threaten its business model,
future performance, solvency and liquidity.
The types of scenarios used include the
collapse of a major financial services firm,
an unexpected global economic event
followed by a market dislocation and
operational IT failures. The stress tests
evaluate the impact of the scenarios on
the relevant principal risks captured by the
Group’s Risk Management Framework.
Additionally, the Group has undertaken
reverse stress-testing to understand the
circumstances under which the Group’s
business model is no longer viable. With
appropriate management actions, the results
of these stresses showed that the Group was
resilient to all severe, but plausible, scenarios
considered and would be able to withstand
the impact of these. Scenarios are reviewed
at least annually to ensure they remain
relevant, with any updates being incorporated
into the ICARA accordingly. The ICARA also
includes a contingency funding plan, outlining
management actions to improve the Group’s
capital and liquidity position.
The Group has undertaken extensive
modelling and analysis for potential changes
in the regulatory landscape, in order to
prepare the financial forecasts, and there is a
range of potential outcomes. The Group is
planning investments in new countries and in
new products, that may be less successful
than assumed by the financial forecasts and
that are dependent on regulatory applications
being successful.
The Directors are satisfied that these and
other uncertainties have been assessed,
andthat the financial forecasts reflect an
appropriate balance of the potential
outcomes.
The Group continues to actively monitor and
refine its comprehensive business continuity
plan. The Group’s significant long-term
investment in communications and
technology infrastructure enables the Group
to operate in a hybrid working environment,
with all colleagues given the opportunity to
work from home, and IG continues to provide
the best possible service for its clients when
they choose to trade the financial markets.
Overall the Directors consider the Group
well-placed to manage its business risks
successfully, having taken into account the
current economic outlook, the possible
consequences of principal risks facing the
business in severe but plausible scenarios,
and the effectiveness of any mitigating
actions on the Group’s profitability,
liquidity and capital adequacy. The Group’s
business model provides the Directors with
comfort that the business is being run in a
sustainable way, acting in the interest of its
clients and acting responsibly in managing
relationships with other stakeholders.
The Board regularly assesses the principal
risks facing the Group. These risks include
regulatory, legislative, or tax changes which
may detrimentally impact our business in the
Going Concern and Viability Statementcontinued
jurisdictions in which we operate or seek to
operate. In particular, a change that impacts
on the Group’s ability to sell or trade OTC
derivative products may have a fundamental
effect on the viability of the Group and its
businesses, although this risk is lower than in
previous years due to the continued
diversification of the Group’s product
offering. Further details of these principal
risks and how they are mitigated and
managed is documented in the Risk
Management section on pages 48–53. The
Board receives reports on these and new
emerging risks through the Risk Management
Framework. On the basis of these and other
matters considered and reviewed by the
Board during the year, the Directors have
reasonable expectations that the Group will
be able to continue in operation and meet its
liabilities as they fall due over the four-year
period ending 31 May 2027.
The Strategic Report up to and including page
55 was approved for issue by the Board on
19 July 2023 and signed on its behalf by:
Charles A. Rozes
Chief Financial Officer
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
56
IG GROUP HOLDINGS PLC Annual Report 2023
Chair’s Introduction
to Corporate
Governance
I am delighted to report that
we have continued to make
good progress on embedding
governance best practice at
IGGroup in support of our
Company strategy, our
purpose to empower every
ambitious person to pursue
their financial freedom and
our focus on our clients.
Following our review of the governance
arrangements in the US to optimise oversight
and support last year, the Board held our
offsite and strategy session in our Chicago
tastytrade offices in November 2022. We met
with the Regional CEO, his leadership team
and as many of our people there as possible
– we know how impactful it is to be immersed
in the business to gain a deeper
understanding of the opportunities and
challenges and learn about key strategic
initiatives both for the US and the Group as a
whole. As Board Chair, I also took part in an
engaging ‘Ask Me Anything’ session.
After the success of the Chicago offsite, we
are firm in our intention to visit and
understand our offices around the world,
together as a Board on an annual basis. Our
Non-Executive Directors are encouraged to
visit all of our locations and have indeed made
a number of trips during FY23, including to
Germany and Poland.
We recognise how important Diversity and
Inclusion (D&I) are to our business, culture and
people, and have decided that the whole
Board should be involved in overseeing its
progress, rather than delegating this to the
Nomination Committee. Our collective
oversight will allow us to benefit from the
diverse perspectives and experiences around
our boardroom table to further strengthen
our competencies in this key area. You can
find more details in our Diversity Report on
pages 32–34 and will note that although
wehave not met the new Listing Rules
requirement that at least 40% of the
individuals on our Board are women we are
very conscious of, and agree with, the drivers
behind it, whilst also seeing it as critical for
usto have the right people in role. We plan
toachieve the 40% target for female
representation on the Board by the end
ofcalendar year 2024.
During the year, we approved the Capital
Allocation Framework, which has been well
received by our shareholders. We talk about
this more in our Board activities during the
year section on pages 67 and 68.
The external Board Evaluation was a key
highlight for me this year and was an excellent
opportunity for us, as a Board, to reflect on
Board composition, our strengths and areas
for development, and agree on how we will
continue to evolve together. You can find a full
report on the process and outcome on pages
72 and 73.
Mike McTighe
Chair
19 July 2023
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
57IG GROUP HOLDINGS PLC Annual Report 2023
Governance structure
To ensure we spend the Board’s time as
effectively as possible, we have continued to
evolve the Terms of Reference for each
Committee to make sure that we delegate
appropriately and sufficiently to Non-
Executive Directors who are able to focus on
these more specialised areas. We have also
maintained the delegation of some of IGGH’s
authority to the IG US Holdings Inc. Board that
was established last year to oversee the
tastytrade business as well as IG US, our
OTCFX business, with our US-based Non-
Executive Director, Susan Skerritt, as a
member of that Board, alongside its Chair,
Malcolm Le May, who has many years of
experience on the Boards of US banks.
We remain committed to ensuring the highest
standards of governance throughout the
Group and continuously strengthening our
governance arrangements. The ESG
Committee, in partnership with the Executive
team, has evolved our ESG Strategy to ensure
we continue to be a responsible and
sustainable business. We are also really proud
of the impact that our 1% pledge and
community outreach programme is having in
our communities. Our Board members have
participated in various activities to support
our partners, including a visit to a Teach First
school in May 2023, which I personally
enjoyed greatly, and which gave me some key
insights into the shared challenges faced by
both business and school leaders. You can
find further details of our stakeholder
engagement activity on pages 70–71.
Board and Committee changes and focus
During the year, there were no changes to the
Board, and I am delighted to say that Susan
Skerritt was appointed as a member of the
Audit Committee on 1 March 2023, drawing
on her extensive experience in financial
services and in the US.
As I highlighted in my Chair’s Statement on
pages 4 and 5, a particular focus for us has
been developing stronger working
relationships both with each other and with
the Executive team and their key people to
improve our collective effectiveness and
make up for the deficit we experienced due
tothe restrictions imposed on us coming
together in person as a result of the Covid-19
pandemic. After the Company moved to a
regional model last year, the Board has had
detailed sessions with each of the three
Regional CEOs and their teams. This has
brought us closer to operations and people
internationally, as well as to the needs of our
clients in different markets and is something
that we now plan to do every year. We have
also benefited from detailed ‘deep-dive’
sessions on a range of topics to help boost
our knowledge and understanding, including
about: the FCA’s Supervisory Review and
Evaluation Process (SREP); the newly
introduced ICARA and its focus on the three
types of potential harm to the client, firm or
market; Consumer Duty with its important
new 12th FCA Principle that will apply to our
UK regulated businesses from 31 July 2023;
Carbon Literacy; our four-year plan for the
business; and commercial and regulatory
developments in the crypto and decentralised
finance space. Outside of Board meetings,
Directors also began to meet with potential
successors to Executive Committee members
and that will continue into the next financial
year and beyond.
We successfully completed a project this year
to review the Board composition for both
regulated and unregulated entities across
theGroup, and developed a Subsidiary
Governance Framework and Delegated
Authorities Framework that support the
regional business model.
Priorities for the year ahead
With the pandemic now firmly behind us, we
will continue to take time to visit one region
during our offsite every year, the next being
planned for Europe in November. We will
alsomonitor and respond to corporate
governance developments, including the
upcoming changes to the UK Corporate
Governance Code.
FY24 will be an important year for further
progressing the Company’s strategy of
diversification and my Board colleagues
andIlook forward to partnering with June
andher team on this.
Chair’s Introduction to Corporate Governancecontinued
Statement of compliance with the UK
Corporate Governance Code
The UK Corporate Governance Code
(the Code) emphasises the value of good
corporate governance to the long-term
sustainable success of listed companies,
and our Board is responsible for
ensuring that we have the appropriate
frameworks to comply with its
requirements.
We have applied the principles and
complied with all the provisions of the
Code during FY23, and both this
Governance Report and the Strategic
Report set out how we have applied
them throughout the year.
A copy of the Code is available on the
Financial Reporting Council’s (FRC’s)
website at frc.org.uk.
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
58 IG GROUP HOLDINGS PLC Annual Report 2023
The Board
The Board is responsible for
determining the Group’s
strategy and for promoting
our success, through
creating and delivering
long-term value for
shareholders and other
stakeholders.
The Board’s size, and the skills and
experience of its members, have a
significant impact on its effectiveness.
Itaims to maintain a balance of experience
and skills of individual Board members.
The breadth of skills and experience
currently on the Board includes key
areas such as listed environments,
international financial services, finance
and accountancy, strategy, information
technology, financial services regulation,
marketing, risk management, investor
relations, technology and digital. One
Non-Executive Director currently
undertakes an external executive role
and one Executive Director currently
undertakes an external non-executive role.
All data in The Board section is as at
31 May 2023.
C
Mike McTighe
Chair
Nationality: British
Ethnicity: White
Tenure: Three years
(Appointed 3 February 2020)
Mike has a wealth of leadership, board and
regulatory experience from both public and private
companies. He is the Chair of Openreach Limited
and Together Financial Services Limited.
For over 20 years, Mike has held various non-
executive director roles in a range of regulated and
unregulated industries while also spending eight
years on the board of Ofcom and one year on the
board of Postcomm.
He has also held many chair positions over the
years, including chairing several UK and US public
company boards.
Mike spent most of his executive career at Cable &
Wireless, Philips, Motorola and GE.
He holds a BSc (Eng) honours degree in Electrical
Engineering.
C
June Felix
Chief Executive Officer
Nationality: American
Ethnicity: Chinese
Tenure: Seven years
(Appointed Non-Executive Director on
4 September 2015; and CEO on 30 October 2018)
June was appointed as CEO on 30 October 2018,
having served as a Non-Executive Director of the
Company from 4 September 2015. She has had a
successful career growing and leading global
financial services and tech companies.
June brings nearly three decades’ experience in
finance and digital technology sectors, having held
senior management roles in New York, London, and
Hong Kong. Previous roles include her position as
President of Verifone Europe, various executive
management positions at large multi-national
businesses, including IBM’s Global Head of Banking
and Financial Markets, and senior roles at Citibank
and Chase Bank.
June is currently a Non-Executive Director of RELX
PLC and The London Technology Club.
She graduated from the University of Pittsburgh with
a first class honours degree in Chemical Engineering
and Pre-Med.
Charlie Rozes
Chief Financial Officer
Nationality: British/American
Ethnicity: White
Tenure: Three years
(Appointed 1 June 2020)
Charlie was appointed as CFO on 1 June 2020 and
has a proven track record in financial control and
reporting, accounting, tax, M&A, investor relations,
risk and compliance, and audit. He is a highly
experienced finance leader having held executive
director roles in the financial services sector and
led substantial change programmes in the UK
and internationally.
Charlie began his professional career with
PricewaterhouseCoopers LLP, becoming a Partner
in 2001 in the US management consulting practice,
followed by senior executive roles at IBM and Bank
of America. In 2007, he joined Barclays plc as Chief
Financial Officer of Barclays UK Retail and Business
Bank and was Global Head of Investor Relations from
2011 to 2015, and Group Finance Director at Jardine
Lloyd Thompson plc from 2015 to 2019.
Charlie has no current external appointments.
He has an undergraduate degree from Tufts
University and an MBA from the Southern
Methodist University.
Committee membership
Audit
Board Risk
Disclosure
ESG
Nomination
Remuneration
C Chair
Tenure
0-3 years
33%
4-6 years
50%
7+ years 17%
Ethnicity
Chinese
17%
Indian
8%
White 75%
Nationality
American
17%
British
66%
British/American 17%
Gender
Female
33%
Male 67%
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
59IG GROUP HOLDINGS PLC Annual Report 2023
Jon Noble
Chief Operating Officer
Nationality: British
Ethnicity: White
Tenure: Five years
(Appointed 1 June 2018)
Jon was appointed COO on 14 June 2019 with
responsibility for Trading and Operations. He also
leads the business change office and chairs several
of IG’s management committees.
He first joined IG in 2000 as a trainee dealer,
reaching Dealing Director by 2007. In 2010, he
became Dealing & Operations Director and in 2012
was appointed Chief Information Officer (CIO). In
2015, Jon became Head of IG’s Delivery pillar. He was
appointed to the Board on 1 June 2018.
As CIO, Jon had responsibility for setting and
delivering our IT strategy, delivery of all work
programmes and for keeping the production
environment stable and secure. He was
responsible for IG’s IT systems, including
its client interface systems.
Jon has no current external appointments.
He graduated from Durham University with a degree
in Economics and obtained an Executive MBA from
London Business School in 2007.
C
Jonathan Moulds
Senior Independent Director
Nationality: British
Ethnicity: White
Tenure: Four years
(Appointed 20 September 2018)
Jonathan has extensive experience in financial
services in the UK, US and Asia during his 25+
year executive career. He currently chairs Citi’s
largest global subsidiary CGML, Financial Markets
Standard Board Limited and Litigation Capital
Management Limited.
He spent the majority of his career at Bank of
America where he became head of Bank of
America’s International businesses and subsequently
European President of Bank of America Merrill Lynch
and the CEO of Merrill Lynch International following
the merger of the two companies. He was recently
Group Chief Operating Officer at Barclays Plc.
Jonathan has served on key industry associations,
including the International Swaps and Derivatives
Association as Chair, Association for Financial
Markets in Europe as Director, and Capital Markets
Senior Practitioners of the UK Financial Services
Authority and the Global Financial Markets
Association as member.
He has a first class honours in Mathematics from the
University of Cambridge and was awarded a CBE in
the 2014 Honours List for services to philanthropy.
Rakesh Bhasin
Non-Executive Director
Nationality: American/British
Ethnicity: Indian
Tenure: Three years
(Appointed 6 July 2020)
Rakesh brings extensive technology and global
markets experience, specifically in Asia-Pacific. He is
a Non-Executive Director for a portfolio of
companies in multiple sectors and is Chair of CMC
Networks, a Carlyle Group investment company
based in Africa.
Rakesh was previously the Chief Executive Officer of
Colt Technology Services, a Fidelity-owned company
providing network, voice and data centre services
globally, Non-Executive Chair of KVH, an Asian-based
technology company and Non-Executive Chair of
Market Prizm, a financial services-focused
technology company.
Rakesh has also previously held senior positions
within AT&T, including Head of AT&T Asia-Pacific’s
managed network services business, and President
of AT&T Japan Limited and Senior Managing Director
of Japan Telecom Company Limited.
He has a BSc in Electrical Engineering from George
Washington University.
The Boardcontinued
Committee membership
Audit
Board Risk
Disclosure
ESG
Nomination
Remuneration
C Chair
Board profiles
Board composition
Independent Chair
25%
Executive Directors
67%
Independent
Non-Executive Directors
8%
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
60 IG GROUP HOLDINGS PLC Annual Report 2023
C
Andrew Didham
Non-Executive Director
Nationality: British
Ethnicity: White
Tenure: Three years
(Appointed 19 September 2019)
Andrew is currently Chair of GCP Infrastructure
Investments Limited, a Director of N.M. Rothschild &
Sons Limited, Chair of the N.M. Rothschild Pension
Trust, and Non-Executive Director and Audit
Committee Chair of Shawbrook Group plc.
Andrew was previously a Senior Independent
Director of Charles Stanley Group plc, where he also
served as Non-Executive Chair of its principal
operating company Charles Stanley & Co. Limited.
He was also a Non-Executive Director and Audit and
Risk Committees Chair of Jardine Lloyd Thompson
Group plc.
Andrew was a Partner at KPMG from 1990 to 1997
and is a Fellow of the Institute of Chartered
Accountants in England and Wales. Upon leaving
KPMG in 1997, he served as Group Finance Director
of the worldwide Rothschild group for 16 years. From
2012 he has served as an Executive Vice Chair in the
Rothschild group.
He has a BA (Hons) in Business Studies (Finance).
Wu Gang
Non-Executive Director
Nationality: British
Ethnicity: Chinese
Tenure: Two years
(Appointed 30 September 2020)
Wu Gang has a strong strategic and financial
advisory background and a wealth of international
experience gained from a career of over 25 years in
investment banking in Asia and Europe.
Wu Gang held senior leadership positions at a
number of leading China-based and global financial
services firms including establishing and leading the
London-based European investment banking group
at CITIC CLSA, the international platform of CITIC
Securities. Prior to this, he led M&A and General
Industrials client coverage groups at ICBC
International. He also held senior level positions at
Royal Bank of Scotland, HSBC and Merrill Lynch in
Hong Kong and London. Wu Gang started his
investment banking career at Goldman Sachs.
He is a Non-Executive Director of Tritax Big Box REIT
plc and Ashurst LLP, where he also chairs the Risk
Committee. He was previously a Non-Executive
Director of Laird plc.
He has an MBA from INSEAD, an MA from SOAS,
and a BA from Fudan University.
C
Sally-Ann Hibberd
Non-Executive Director
Nationality: British
Ethnicity: White
Tenure: Four years
(Appointed 20 September 2018)
Sally-Ann has an extensive background in financial
services and technology. She previously served as
Chief Operating Officer of the International Division,
and latterly as Group Operations and Technology
Director of Willis Group and has also held a number
of senior executive roles at Lloyds TSB.
Sally-Ann has been a Non-Executive Director of
Shawbrook Group plc, Equiniti Group plc and The
Co-operative Bank plc, serving as Chair or a member
for several committees including Risk, Audit,
Nomination and Remuneration.
She currently serves as Chair of Central Topco
Limited (Clear Group) and Non-Executive Director
of Simon Midco Limited (Lowell Group), where she
chairs the Risk and Sustainability Committees.
She holds a BSc in Civil Engineering from
Loughborough University and an MBA from
CASS Business School.
Director independence
The Boardcontinued
The Company is compliant with the Code, which
requires that at least half of the Board, excluding the
Chair, should be made up of Non-Executive Directors
who are determined by the Board to be independent.
The Nomination Committee considers the
independence of the Non-Executive Directors on
behalf of the Board and this is reviewed annually.
The Directors consider factors such as length of
tenure and relationships or circumstances that
are likely to affect, or may appear to affect, the
Directors’ judgement in determining whether
they remain independent.
Following this year’s review, the Board concluded that
all the Non-Executive Directors continue to be
independent in character and judgement and are free
from any business or other relationships that could
materially affect the exercise of their judgement.
Committee membership
Audit
Board Risk
Disclosure
ESG
Nomination
Remuneration
C Chair
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
61IG GROUP HOLDINGS PLC Annual Report 2023
Malcolm Le May
Non-Executive Director
Nationality: British
Ethnicity: White
Tenure: Seven years
(Appointed 10 September 2015)
Malcolm has broad experience and knowledge of the
financial services and investment sectors, along with
extensive experience on the boards of publicly listed
companies. He also chairs IG US Holdings Inc. which
has responsibility for our North America business.
He was Remuneration Committee Chair and Senior
Independent Director of IGGH from 2015 to 2020.
Malcolm was appointed as Chief Executive Officer of
Provident Financial plc in February 2018, having
previously been its Senior Independent Director and
Interim Executive Chair.
Malcolm has previously served as a Non-Executive
Director and Remuneration Committee Chair of
Hastings Group Holdings plc, Senior Independent
Director of Pendragon plc, and Non-Executive
Director and Investment Committee Chair at RSA
Insurance Group plc. Prior to this, he held various
executive roles at Morgan Grenfell plc, Drexel
Burnham Lambert, Barclays de Zoete Wedd
Holdings, UBS AG, ING Barings Limited, Morley Fund
Managers (now Aviva Investors) and JER Partners
Limited, where he was European President and
Matrix Securities Limited.
Susan Skerritt
Non-Executive Director
Nationality: American
Ethnicity: White
Tenure: Two years
(Appointed 9 July 2021)
Susan is a commercial banker, industry consultant
and corporate treasury professional with expertise
in global financial markets, regulatory matters and
strategic project management.
Susan is an Independent Director of IG US Holdings
Inc. which has responsibility for our North America
business. She is also Lead Director of Community
Bank System and Independent Director of Tanger
Factory Outlet Centers in the US and Non-Executive
Director of Falcon Group. She is Audit and Risk
Committee Chair at Falcon Group and Audit
Committee Chair at Tanger Factory Outlet Centers.
She previously served as Chair, CEO and President
at Deutsche Bank Trust Company Americas,
Non-Executive Director and Human Resources and
Corporate Governance Chair at Royal Bank of
Canada US Group, and Executive Board Member at
Deutsche Bank USA and Bank of New York Mellon
Trust Company.
Susan is a Trustee of the Village of Saltaire.
She has an MBA in Finance and International Business
from New York University Stern School of Business
and a BA in Economics from Hamilton College.
C
Helen Stevenson
Non-Executive Director
Nationality: British
Ethnicity: White
Tenure: Three years
(Appointed 18 March 2020)
Helen brings extensive marketing and digital
experience from a range of industries, together with
strong customer focus. She is an experienced
Non-Executive Director with particular experience
regarding remuneration matters, and currently
chairs RM plc.
Helen was previously the Senior Independent
Director of Reach plc, a Non-Executive Director of
Skipton Building Society and served on the board of
Kin and Carta as Remuneration Committee Chair and
Senior Independent Director. Helen was also the
Chief Marketing Officer UK at Yell Group plc from
2006 to 2012 and, prior to this, Lloyds TSB’s Group
Marketing Director. She started her career with Mars
Inc. where she spent 19 years, culminating in her role
as European Marketing Director leading category
strategy development across Europe.
Helen is a member of the Henley Business School
Strategy Board and a Governor of Wellington
College.
She has a BA (Hons) degree in Chemical Engineering
from Cambridge University.
The Boardcontinued
Committee membership
Audit
Board Risk
Disclosure
ESG
Nomination
Remuneration
C Chair
Conflicts of interest
Directors have a statutory duty to avoid situations in which
they may have interests that conflict with those of the
Group. Directors are required to disclose both the nature
and extent of any potential or actual conflicts at the
beginning of every Board and Committee meeting.
In accordance with the CA2006, the Company’s Articles
of Association allow the Board to authorise potential
conflicts that may arise, and to impose such conditions or
limitations as it sees fit. During the year, potential conflicts
were considered and assessed by the Board and
approved, where appropriate.
The Board has access to independent professional advice,
at the Company’s expense, if required.
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
62 IG GROUP HOLDINGS PLC Annual Report 2023
Governance Framework
There is a comprehensive schedule of
matters reserved to the Board. These include
agreeing the strategy, approving major
transactions, annual budgets, and changes
to our capital and governance structure. In
addition, our annual Board calendar provides
for, among other things, regular reviews
of operational and financial performance,
reviews of succession planning for the
Board and senior management, setting our
risk appetite, and approving any changes
In addition to the five principal Board
Committees, our Board has established
a Disclosure Committee to make
decisions on its behalf concerning the
identification of Inside Information, and
to decide how and when the Company
should disclose that information in
accordance with our Disclosure Policy.
to our Risk Management and Internal
Control Framework. We also have a Board
Standing Committee to consider Board-
reserved matters at short notice, where full
attendance is not possible, or where there
are administrative matters to be considered
that do not warrant a full Board meeting.
Specific matters for approval and
recommendation to the Board have been
formally delegated to Board Committees.
The Matters Reserved to the Board and all
Board Committee Terms of Reference are
available on the Group website.
Our shareholders and other key stakeholders
play an important role in monitoring and
safeguarding our governance. You can find
further information on how we engage with
our shareholders, employees, and other key
stakeholders on pages 20 and 21.
Governance Framework
The Board
Board oversight
Management accountability
The Board provides leadership by setting our strategic direction and overseeing management’s execution of the strategy. It is responsible for establishing our purpose
and values, and for ensuring that our culture and behaviours are both appropriate and consistent. It provides robust challenge, within a framework of prudent and
effective risk management and internal controls.
The Board delegates certain matters to five principal Board Committees:
Corporate Development Committee
IG People Forum
Executive Risk Committee
Executive Committee
Pricing Committee
Client Money &
Assets Committee
Risk Committee
Technology Risk
Committee
Enterprise Leadership
Group (ELG)
Legal Entity
Governance
Committee
Best Execution
Committee
Information Security
Committee
Technology Committee
Conduct and Op Risk
Committee
Capital and Liquidity
Committee
Initiative and
Innovation team
Transaction Reporting
Committee
Vendor Risk Management
Committee
Remuneration Risk Committee
The Board delegates the execution of our strategy and day-to-day management of the business to
the CEO and the Executive team. Several management committees support the Executive team,
which are in turn supported by sub-committees.
ESG
Committee
Provides oversight and advice
to the Board in relation to our
ESG strategy
Audit
Committee
Oversees our financial reporting,
maintains an appropriate
relationship with the Internal and
External Auditors, and monitors
our internal controls
Nomination
Committee
Ensures the Board and Board
Committees have the appropriate
balance of skills, knowledge,
diversity, experience, and
independence
Board Risk
Committee
Reviews and monitors our
principal and emerging risks
and the effectiveness of our risk
management systems
Remuneration
Committee
Establishes our Remuneration
Policy and ensures there is a clear
link between performance and
remuneration
SEE FULL REPORT
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Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
63IG GROUP HOLDINGS PLC Annual Report 2023
Division of responsibilities
We have an appropriate combination of Executive Directors and Non-Executive Directors, such that no individual or small group of individuals can dominate the Board’s decision making.
The Division of Responsibilities between the Chair and the CEO, and the role descriptions for the Chair, CEO and the SID are available on our Group website.
Chief Executive Officer (CEO)
Company Secretary
Chief Operating Officer (COO)Chief Financial Officer (CFO)
Developing and executing our strategy
Specific authority for day-to-day decision making relating
to the management of our business, including:
— Delivering financial performance in line with the
agreed budget
— Organisational design of our operations
— Recruitment, leadership and development of our Executive
Committee
— Proposing our approach to vision, values, culture, diversity
and inclusion to the Board
— Maintaining relationships with key internal and external
stakeholders
Working closely with the Chair, the CEO, the CFO and the Board Committee Chairs in setting agendas for Board and Committee meetings
Facilitating the accurate, timely and clear information flow to and from the Board, its Committees, and between Directors and senior management
Supporting the Chair in designing and delivering Directors’ induction and training programmes, and the Board and Committee performance evaluations
Advising the Board on corporate governance matters and Board procedures
Responsible for administering IG’s Dealing Policy and the AGM
Delegating authority in respect of trading, operations, business
change and ESG matters
Developing and maintaining our processes and ensuring effective
management for internal operations
Responsibility for our Global Service Centres
Chairing a number of the management committees
Supporting the CEO in implementing our strategy and financial
and risk management
Recommending the annual budget and four-year financial plan to
the Board
Managing our internal financial control systems, including those
relating to safeguarding of client money and assets
Oversight of liquidity
Maintaining relationships with key stakeholders
Governance Frameworkcontinued
Chair Non-Executive Directors (NEDs)Senior Independent Director (SID)
Leadership of the Board and promoting the highest standards of
corporate governance
Setting the tone and culture for an effective Board, facilitating
productive meetings
Supporting and challenging management in the development of
our strategy and commercial objectives
Setting the Board agenda, allowing appropriate time for open
and constructive discussion and challenge
Engaging with major shareholders to understand their views on
governance and strategy
Independent of management
Advising and constructively challenging management
Monitoring management’s success in delivering the agreed
strategy within the Risk Appetite and Control Framework
Determining appropriate levels of remuneration and reward for
the Executive Directors
The Chair of the Audit Committee has responsibility for Internal
Audit, including ensuring the independence of the function
Acting as a sounding board for the Chair
Serving as an intermediary for the other Directors when necessary
Available to shareholders if they have concerns when
communication via the normal channels is inappropriate or has
already been exhausted
Evaluating the performance of the Chair with the other Directors
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
64
IG GROUP HOLDINGS PLC Annual Report 2023
Board Governance
Leadership and responsibilities
The role of the Board
The Board provides leadership by setting our
strategic direction and overseeing
management’s execution of the strategy. It is
responsible for establishing our purpose and
values, and for ensuring that our culture and
behaviours are both appropriate and
consistent. It provides robust challenge within
a framework of effective risk management
and internal controls. The Board receives
timely and comprehensive information so it
can discharge its responsibilities, to
encourage strategic debate, and to facilitate
robust, informed and timely decision-making.
In addition, Directors receive briefings from
the CEO, CFO and other members of the
Executive Committee in between meetings.
The Board is also collectively responsible for
promoting our long-term sustainable success
for the benefit of our shareholders, through
the creation of long-term value and
contribution to wider society. The Board
understands the importance of stakeholder
engagement, and works hard to ensure as
much effective engagement as possible with
our clients, shareholders, people, suppliers,
regulators and communities, as well as
considering the impact of our activities on the
environment. You can read more in the
Stakeholder Engagement and Section 172 (1)
sections on pages 20–22.
As a collective body and as individual
Directors, the Board is responsible for
ensuring that it has the appropriate skills,
knowledge, diversity and experience to
perform its role effectively and independently.
How the Board operates
The Board meets regularly, at least six times a
year. During the last year, the Board held six
scheduled meetings.
Senior Executives below Board level are
invited to attend meetings as required to
present and discuss matters relating to their
business areas and functions.
The full Board also meets when necessary to
discuss important ad hoc emerging issues
that require consideration between
scheduled Board meetings. No such meetings
were held this year.
Each Director commits an appropriate
amount of time to their duties during the
financial year. The Non-Executive Directors
met the time commitment reasonably
expected of them pursuant to their letters
of appointment.
The Chair and Non-Executive Directors
regularly meet in the absence of the Executive
Directors, and separately with just the CEO
present. During the year, the Board, led by the
SID, met without the Chair present, to
evaluate his performance.
Attendance at Board and Committee meetings
The number of Board and Committee meetings attended by each Director during the year
is set out below. Where Directors are unable to attend meetings, they are encouraged to
give the Chairs their views in advance on the matters to be discussed.
Board
Nomination
Committee
ESG
Committee
Audit
Committee
Board Risk
Committee
Remuneration
Committee
Chair
Mike McTighe
1
6 of 6 4 of 4 – – – 8 of 9
Independent Non-Executive Directors
Jonathan Moulds 6 of 6 4 of 4 – – 8 of 8 9 of 9
Rakesh Bhasin 6 of 6 – 4 of 4 6 of 6 – –
Andrew Didham 6 of 6 – – 6 of 6 8 of 8 9 of 9
Wu Gang 6 of 6 4 of 4 – – 8 of 8 –
Sally-Ann Hibberd 6 of 6 – 4 of 4 – 8 of 8 9 of 9
Malcolm Le May
2
4 of 6 – 3 of 4 6 of 6 – –
Susan Skerritt
3
5 of 6 – – 1 of 1 8 of 8 –
Helen Stevenson 6 of 6 4 of 4 4 of 4 – – 9 of 9
Executive Directors
June Felix 6 of 6 – – – – –
Charlie Rozes 6 of 6 – – – – –
Jon Noble 6 of 6 – – – – –
1 Mike was unwell with Covid and sent his apologies for one Remuneration Committee meeting (June 2022)
2 Malcolm sent his apologies for Board (July and November 2022) and ESG Committee (October 2022) meetings due to prior
commitments
3 Susan was appointed to the Audit Committee on 1 March 2023. She sent her apologies for one Board meeting (March 2023) due
to a prior commitment
Introduction Strategic Repot Governance Repot
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Shareholder and
Company Information
65
IG GROUP HOLDINGS PLC Annual Report 2023
Succession planning and appointments
to the Board
The Nomination Committee has specific
responsibility for considering the
appointment of Non-Executive and Executive
Directors and recommending new
appointments to the Board. It takes a
proactive approach to succession planning.
You can find more information on the work of
the Nomination Committee in the Nomination
Committee Report on pages 74–75. The
whole Board is also involved in overseeing
the development of management resources
across the Group.
Induction
Following appointment, each Director
receives a comprehensive, formal induction,
linked to their individual experience,
to familiarise them with their duties
and our business operations, risk and
governance arrangements. The induction
programme, which is coordinated by the
Company Secretary, may include briefings
on relevant industry and regulatory
matters, our strategy and business
model, our history, risk management
and risk appetite, as well as meetings
with senior management in key areas of
the business. These are supplemented
by induction materials such as recent
Board papers and minutes, organisation
structure charts, governance matters,
and relevant policies. Newly appointed
Directors may also meet the Company’s
External Auditor, brokers and advisers, and
attend a presentation from the Company
Secretary and the Company’s external legal
counsel on the roles and responsibilities
of a UK-listed company director.
Board Governancecontinued
Ongoing professional development
To facilitate greater awareness and
understanding of our business and
operating environment, all Directors
are given regular updates on relevant
changes and developments.
Training opportunities are provided
through internal meetings, workshops,
presentations and briefings by internal
advisers and management, as well as
by external advisers. The Company
Secretary regularly updates the Board
on any relevant legislative and regulatory
corporate governance-related changes.
The Directors meet with Executives
to receive further insights into the
operations of the business in the
jurisdictions where we operate.
The Chair ensures that the Directors
continually update and refresh
their skills and knowledge.
Helen Stevenson, Non-Executive Director, Teach First UK school visit
Introduction Strategic Repot Governance Repot
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Shareholder and
Company Information
66
IG GROUP HOLDINGS PLC Annual Report 2023
Board Governancecontinued
Board accountability
Financial and business reporting
The Strategic Report on pages 9–55
describes our purpose, strategy and business
model, which guide how we generate and
preserve value over the long term and deliver
our objectives.
A Statement of the Directors’ Responsibilities
in Respect of the Financial Statements is set
out on page 122, and a statement regarding
the use of the going concern basis in
preparing these Financial Statements is
provided in the Going Concern and Viability
Statement on pages 54–55.
Risk management and internal control
We are exposed to a number of business
risks in providing products and services to
our clients. The Board is responsible for
establishing the overall appetite for these
risks, which is detailed and approved in the
Principal Risks and Risk Appetite section set
out on pages 49–53, and for ensuring the
maintenance of, and annually reviewing, our
risk management and internal controls.
Our Risk Management Framework is
supported by a system of internal controls,
designed to embed the effective
management of our key business risks. The
risk management and internal control systems
are designed to manage, rather than
eliminate, the risk of failure to achieve
business objectives, and can only provide
reasonable assurance against material
misstatement or loss.
Through reports from the Board Risk
Committee and the Audit Committee, and
consideration of the ICARA and Wind-Down
Plans, the Board regularly reviews and
monitors our risk management and internal
control systems, and the effectiveness with
which we manage the emerging and principal
risks we face.
The Directors confirm that the Board has
carried out a robust assessment of the
principal and emerging risks we face,
including those that would threaten our
business model, future performance,
solvency or liquidity. We outline the risks to
which we are exposed and the framework
under which these risks are managed,
including a description of the system of
internal controls, in the Risk Management
section on page 48, and in the Going Concern
and Viability Statement on pages 54–55.
An annual formal review of the effectiveness
of our system of risk management and
internal controls has been carried out which
supports the statements included in the
Annual Report and Financial Statements.
The review focused on the overall Risk
Management Framework and the setting of
our risk appetite. It considered the key risk
assessment and monitoring activities, as
well as the processes and controls in place
to manage our principal and emerging risks,
and for escalating exceptions highlighted
by the risk-management processes.
No significant failings or weaknesses
were identified during the year.
There are risk management and internal
control systems in place for identifying,
evaluating, and managing the principal and
emerging risks facing us in accordance with
the Code and FRC guidance.
Throughout the year and up to the date of this
report, we have operated a system of internal
controls that provides reasonable assurance
of effective operations covering all controls,
including financial and operational controls,
and compliance with laws and regulations.
Internal controls over financial reporting
Our financial reporting process has been
designed to provide reasonable assurance
regarding the reliability of the financial
reporting and preparation of Financial
Statements, including consolidated Financial
Statements, for external purposes in
accordance with UK-adopted International
Accounting Standards. The assessment of the
overall effectiveness of the governance and
risk and control framework included reviews
of systems and controls relating to the
financial reporting process.
Internal controls over financial reporting
include procedures and policies that:
Relate to the maintenance of records that,
in reasonable detail, accurately and fairly
reflect the transactions and disposals of
our assets and liabilities
Provide reasonable assurance that
transactions are recorded as necessary
to permit the preparation of Financial
Statements, and that receipts and
expenditures are being made only in
accordance with authorisations of
management and respective Directors
Provide reasonable assurance regarding
prevention or timely detection of
unauthorised acquisition, use or disposal
of assets that could have a material effect
on our Financial Statements
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
67IG GROUP HOLDINGS PLC Annual Report 2023
Board meeting focus during FY23
There were a number of other deep-dive and training sessions for the Board during the year. Topics discussed included crypto, risk, ICARA,
SREP, marketing and Carbon Literacy.
We understand how important it is to engage with our stakeholders. By listening to them, we better understand the impact of our decisions on
both them and the wider market, and are able to identify emerging risks and trends, which can then be factored into strategy discussions. The
case study on the next page on the Group’s capital allocation demonstrates how the Directors have considered the long-term consequences
and interests of stakeholders in their decision-making processes, while acting in a way that promotes the success of the Group for the benefit
of its shareholders as a whole.
People and leadership
Employee engagement survey results
Refreshed D&I strategy update
Talent review and pipeline development,
including succession planning for Directors
and Executive Committee members
Other
IG Brighter Future Fund updates
Received regular Board Committee
Chair reports and reports from the
Chair of the IG US Holdings Inc. Board
Externally-facilitated evaluation on the
effectiveness of the Board, each Board
Committee and individual Director
Investor relations
Investor relations strategy and share
price performance
AGM and related shareholder interactions
Extensive shareholder consultation with
regards to the proposed Directors’
Remuneration Policy
Strategy
The Board had a dedicated Board Strategy
Day, in addition to the regular discussions on
strategic initiatives and the strategic
development of the business that took place
during Board meetings
There was a focused Board Workshop
on the four-year plan
Regional updates, including on regional
strategy, were delivered throughout
the year during Board meetings,
supplemented by standalone updates from
each Regional CEO and their leadership team
Received information about themes and
market trends that could be used to help
inform strategic development
Business, operational highlights
and current trading
Regular business performance updates
including the issues and challenges faced by
management through reports from our CEO,
CFO and COO, and other members
of the Executive Committee
Reports on matters of interest such as
the ‘Best of Both Worlds’ initiative on hybrid
working; cost of living impact on employees
in all locations; information, cyber security
and emerging threats; tax strategy; intra-
Group funding; and gender pay reporting
Performance
Financial performance review and approval of
all financial results announcements and the
Annual Report
Discussion and approval of our proposed
Capital Allocation Framework, including
dividend payments and the share buybacks
Updates on performance against budget,
prior year, and market analyst consensus
Review of risks and opportunities for
the FY23 budget, and agree the
direction of travel of the FY24 budget
and four-year plan
Board Activities During the Year
Our Board meeting agendas
during the year addressed
key areas of strategy,
governance, risk and financial
performance, as set out
in the schedule of Matters
Reserved to the Board and
the annual forward calendar.
Our governance processes ensure that
Directors receive accurate, timely and clear
information throughout the year from a range
of sources. This allows our Board and
Committees to monitor and provide feedback
on matters of importance and to make
informed decisions in the best interests of the
company and our stakeholders. We engage
with our stakeholders to ensure we consider
outcomes for them, and our decision-making
reflects the need to maintain a reputation for
high standards of business conduct and to
act fairly between our shareholders.
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
68 IG GROUP HOLDINGS PLC Annual Report 2023
Board Activities During the Yearcontinued
Case study: Capital allocation
A significant consideration for the Board
during FY23 was capital allocation. This has
always been one of the Board’s key
responsibilities, ensuring that the business
delivers on its strategy and maximises value
creation for stakeholders. We take a
consistent and transparent approach, and this
led us to release our Capital Allocation
Framework (CAF) in July 2022. We worked
with both internal stakeholders and external
advisers throughout the decision-making
process and made sure to consider how the
framework would support our strategy.
Capital Allocation Framework
The announcement of our CAF came
after several Board discussions, to
ensure we thoroughly understood all
options on the table. Our CAF, listed
in order of priority, is as follows:
Regulatory capital requirements
Organic investment to growth
Commitments on citizenship
Regular distributions
Inorganic investments
Additional shareholder returns
There were three main considerations
which are the principles on which
the framework was created:
Corporate responsibility – our business is
built on a foundation of strong risk
management and responsibility to all
stakeholders. This is shown in our OTC
business model, which hedges against
some market risk, in our good relationships
with regulators worldwide, in our robust
client money controls, and in how we treat
our clients every day. This priority needed
to be reflected appropriately in the CAF
Invest and grow – our business has a
history of innovation and sits within an
industry with a growing addressable
market. We are proud to have delivered an
enviable trajectory of growth coupled with
a high profit margin, and a key objective
continues to be the growth of the
Company. To do so, we must secure
appropriate investment in our business
Returns to shareholders – IG Group
shareholders will all have individual
interests in our business, but our
competitive capital returns will be a
common thread. We have a high profit
margin and can convert this quickly to
cash. This affords the opportunity to both
invest in the business and provide
attractive capital returns to shareholders
Stakeholder impact
The way in which capital is allocated has a
wide-ranging impact on many stakeholders
and we have taken care to consider our
diverse stakeholders in the following ways:
Clients – our clients are impacted by
organic investments which are made into
the business, to strengthen technology,
improve platforms, and broaden product
offerings. During FY23, a key focus area
was investing in data analytics to detect
and support client vulnerability
People – our people are impacted by
organic investments which are made in
the business to attract, retain and train
our teams. We feel passionately about
supporting our people and have chosen
to provide a one-off payment to those
who were more materially impacted by
the cost-of-living crisis
Investors – our investors are impacted by
many elements of the framework, the key
areas being the investment in the business,
both organic and inorganic, as well as
returns to shareholders. We made capital
returns totalling £363 million in the form of
dividend and share buybacks during FY23
Communities – the Brighter Future Fund,
which commits 1% of profit after tax to
charitable causes, benefits communities
around the world. This equates to over £4
million donated to our partners, such as
Teach First and Learning With Parents
Regulators – our robust approach to risk
management is reflected in the priority we
give to regulatory capital requirements.
Our reported regulatory capital and
liquidity headroom remained comfortable
throughout the financial year
Framework in action
During FY23 the Board approved decisions on capital allocation, as follows:
Each of these decisions was taken
with all stakeholders in mind. The decision
to payout additional distributions in the form
of a share buyback instead of a special
dividend involved several considerations to
determine the mechanism which was most
accretive to shareholder value at the time
of the announcements.
We are committed to adhering to the CAF,
which is key to providing the market with
insights into the Board’s views on capital
allocation and providing consistency to the
decision-making process. We will continue to
review the CAF periodically to ensure it
remains appropriate for the business strategy.
July 2022
Recommendation to
shareholders of the
FY22 final dividend
July 2022
Approval of a £150
million share
buyback programme
July 2022
Approval of
a 1% allocation
of FY22 profits to
charitable causes
January 2023
Approval of
the FY23
interim dividend
January 2023
Approval of a £50
million extension of
the share buyback
programme, to a
total of £200 million
May 2023
Approval of the
four-year plan and
FY23 budget
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
69IG GROUP HOLDINGS PLC Annual Report 2023
We recognise that our people
are integral to growing and
maintaining our business and
therefore made sure that,
during a time of global
difficulty (from a social,
political and economic
perspective), employees were
listened to, appreciated,
supported and rewarded. We
have engaged both directly
and indirectly, in-person and
virtually throughout the year,
and some examples of how we
have done so include:
The People Forum
The People Forum is a direct connection
between the Board and our people, and we
recognise how valuable this feedback loop
can be. Sally-Ann Hibberd joins each meeting,
alongside our CPO, Barbara Duffy, and COO,
Jon Noble, and provides verbal updates at the
subsequent Board meeting, so that employee
views and voices are reflected in the Board’s
business and deliberations. Members of the
forum are nominated for a two-year term, and
we carefully consider gender, ethnicity,
geography, age and length of service,
ensuring we have a diverse and wide-ranging
group of individuals to represent our people.
The Forum meets on a regular basis to discuss
key matters, with FY23 addressing topics
such as our hybrid working approach,
employee engagement results, our approach
to pay and reward, the People Strategy
updates, ESG updates and office renewals.
Employee Benefits
In May 2023 the Remuneration Committee
received an update from the CPO and the
Head of Reward about incentives that were
being rolled out to employees, including
a one-off booster payment for certain
colleagues in countries where the cost of
living has increased most significantly. In
addition, the Directors received regular
updates on other incentives that had
been implemented, including those
being tailored to specific jurisdictions,
depending on what employees value
most. Benefits that have been introduced
during the year include additional transport
allowance, increased paternity leave
and improved healthcare provisions.
Diversity and Inclusion
A key focus for us is offering a safe,
welcoming environment where everyone can
be themselves and grow to their full potential.
Following the Executive Committee’s approval
of the refreshed D&I strategy in October
2022, the Remuneration Committee updated
the Non-Financial Metrics to include these
future gender diversity targets. In addition, we
have taken the view that Diversity should be a
matter for the whole Board, rather than
delegated to any one Committee. For more
information, please see the Diversity Report
on pages 32–34.
Town Halls
At several points throughout the year, the
CEO, CFO, COO and other members of the
Executive Committee run engaging town
halls, both in-person and virtually, for all of
our employees. We receive great feedback
on these sessions, particularly when they
coincide with significant events in the year, for
example following the release of our results.
Employee Engagement Survey
Every year, we invite our people to complete
an externally-facilitated engagement survey,
and the Board then discusses the results of
these surveys. This gives our Directors insight
into specific sentiments of our employees
across the globe. In FY23, we were pleased to
achieve an increased employee engagement
score and receive positive feedback on areas
such as wellbeing and confidence in the
future. An area of focus is on the ease of
getting things done. This has driven senior
management to accelerate plans to remove
bureaucracy from the business, to clarify,
simplify, make it easier to deliver, and drive
empowerment and collaboration.
Engagement with employees
Katherine Whitton, IG Menkul Değerler Chief Marketing Officer, Moving Ahead networking event
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70 IG GROUP HOLDINGS PLC Annual Report 2023
The Board recognises the
importance of maintaining
good and constructive
communication with our
stakeholders and has in place
a comprehensive programme
to facilitate throughout
theyear.
The Directors engage directly and indirectly,
and virtually and physically, with stakeholders
to ensure they are kept fully informed of
material issues, and that they take
stakeholder interests into account when
setting our purpose, values and strategy. The
Board’s consideration of key stakeholders is
an integral part of all decision-making by the
Board, and every paper presented to the
Board clearly sets out the impact on any
stakeholders for whom it is relevant. For more
information on s172, please see page 22.
Understanding our Stakeholders
In addition to the shareholder engagement
activities discussed in this section, the Board
recognises that the success of the business
depends on its ability to engage effectively
and work constructively with all key
stakeholder groups, and for their views to be
taken into consideration in Board discussions
and decisions. The Board has identified a
number of key stakeholder groups, and
details of these can be found on pages 20
and21.
Directors receive specific training including a
tailored induction process for new Directors
together with an ongoing programme of
training on strategic, legal and regulatory
developments relevant to the Group’s
activities, enabling the Directors to comply
with their legal duties, including under s172
of the Companies Act 2006.
Investors
As part of the ongoing investor relations
programme, the Executive team regularly
meet with investors and market analysts to
discuss market developments, business
strategy and financial performance. This
programme includes presentations by
management, investor roadshows,
attendance at investor conferences and other
events. Following the debt issuance last year,
this programme was extended to include debt
investors and rating agencies as appropriate.
Materials and presentations used during
these events are made available on the Group
website, which also provides a wide range of
other useful information for both existing and
prospective shareholders. We also respond to
ad hoc requests from shareholders on a
regular basis.
To ensure that members of the Board
understand the views of major shareholders,
feedback is provided to the Board on any
opinions or concerns expressed by
shareholders identified through the investor
relations activity. The Directors also receive
from the Executive team, as well as external
sources, including brokers and financial
advisers, regular updates on the market and
share price performance, shareholder
activity, and significant equity analysts’
research, and are made aware of the
consensus financial expectations of the
Group from the outside market.
During the year, Helen Stevenson, Chair
of the Remuneration Committee, engaged
extensively with shareholders and held
meetings with a significant proportion of
those it approached. For information on the
Directors’ Remuneration Policy and how we
engaged with shareholders, please see pages
89–94.
The Chair, the Senior Independent Director,
the Audit Committee Chair, and the
Remuneration Committee Chair are available
to meet shareholders as part of the AGM and
on request to discuss governance matters,
succession planning, remuneration policy, or
any other matters, and to ensure the Board is
aware of shareholder concerns not resolved
through other communication mechanisms.
The Directors provide feedback to the Board
on any views or concerns expressed to them
by shareholders.
For more details on how the Board, or
specific Directors, have engaged with
shareholders, please see our FY23
shareholder engagement cycle, opposite.
Shareholder engagement cycle FY23
Q1
Full Year 2022 results announcement
2022 Annual Report and Accounts
IR Roadshow in US and Canada
Investor Roadshow with Chief
Executive and Chief Financial Officer
following FY22 Results
Debt investor roadshow with
Chief Financial Officer, IR
and Treasury in attendance
Q2
Q1 Trading update
2022 AGM
Investec Conference –
Chief Financial Officer
and IR investor meetings
Q3
Half year 2023 results announcement
Half year investor roadshow with
Chief Executive and Chief Financial
Officer following HY23 Results
Debt investor roadshow with Chief
Financial Officer, IR and Treasury in
attendance
In-person US roadshow with Chief
Executive, Chief Financial Officer and
IR Management
In person Scandinavian roadshow
with IR Management
Initial communication with
shareholders in relation to the
proposed changes to our Directors’
Remuneration Policy
Q4
Q3 Trading update
Virtual meetings to discuss the
Directors’ Remuneration Policy with
the Remuneration Committee Chair
In-person US roadshow in New York
with Chief Financial Officer,
Chief Operating Officer
and IR Management
Katarzyna Korzeb, Global HR Business Partner, Krakow
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71IG GROUP HOLDINGS PLC Annual Report 2023
Understanding our stakeholderscontinued
Andrew Didham
as Consumer Duty
Champion
Andrew Didham became our Non-
Executive Consumer Duty Champion
during the year. He met with our UK
regulator, the FCA, to present our
Consumer Duty Implementation Plan
alongside management in February 2023,
and we received positive feedback. He
engaged with our people, specifically
the Project Leads with whom he has
had active discussions, to provide the
independent oversight needed on the
client-focused workstreams in his role
as Consumer Duty Champion. He also
took part in a Consumer Duty Steering
Committee meeting in June 2023 in
preparation for Consumer Duty coming
into effect for our UK regulated entities.
Andrew has extensive experience in the
financial services industry and his biography
can be found on page 60.
School visit with
Teach First
In May this year, our Non-Executive Board
members Mike McTighe, Helen Stevenson
and Rakesh Bhasin visited The John Roan
School in London to experience first-
hand the excellent work the Teach First
Programme is doing, supported by IG
Group. More details on Teach First can be
found in our ESG section, on page 25.
At The John Roan School, the senior
leadership team is taking part in the Leading
Together Programme as part of the Teach
First initiative and making sustainable
changes to their school. During the visit, the
Directors had an informative tour of the
school, met with the school’s leadership team
and the representatives from Teach First and
Leading Together Programmes. Listening to
their story and seeing the school in action,
they were impressed by the progress the
school had made in recent years.
The day also included an interactive ‘speed
networking’ session alongside IG colleagues,
rotating around small groups of sixth-form
students to share their career journeys and
answer their many, engaging questions. The
visit closed with a Q&A session with the Head
Teacher and her leadership team to learn
more about the history of the school, the
impact the Teach First Programme was
making with support from businesses like
ours, and what next steps in terms of future
collaboration may look like.
Case study: Teach First School Visit Case study: Consumer Duty Champion
The client is firmly at the
heart of everything we do
and as Consumer Duty
Champion, I support Mike
and June in ensuring that
Consumer Duty is
embedded in the business
and we, as a Board, are
focused on consumer
outcomes.”
Andrew Didham
Non-Executive Director, Chair of the Audit
Committee and Non-Executive Consumer
Duty Champion
The visit was a fantastic
opportunity for our Board
members to engage with
our community and
further strengthened
our commitment to this
key stakeholder group.”
Mike McTighe
Chair of the Board
The ESG Committee discussed the
inspirational visit, which had provided an
insight into how educational institutions
play such a key role in the development of
young people within our communities, and
areas in which IG Group could offer further
support, both to Teach First and to other
similar partners such as Teach for All.
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72 IG GROUP HOLDINGS PLC Annual Report 2023
Board Evaluation
Each year, the Board monitors
and improves performance by
reflecting on the effectiveness
and quality of its activities and
decisions. Individual and
collective performance and
the contribution of each Board
member is also assessed.
FY23 External Board Evaluation Process
The FY23 Board and Board Committee
Evaluation was externally facilitated by Better
Boards Limited (Better Boards). Besides the
provision of this evaluation, there was no
other contractual connection between IG
Group or the individual directors and Better
Boards. The content of this section of the
Governance Report was reviewed by Better
Boards in advance of publication, who
confirmed its accuracy.
Several providers were approached to provide their initial proposals to the Company
Secretariat Team. The providers were assessed across a range of criteria, including evaluation,
approach and cost
The Board Chair and Company Secretary met with a shortlist of two providers to discuss their
proposals and took references on each, before selecting Better Boards
Stage 1
Selection of
independent provider
Stage 4
Board Interviews
Stage 6
Individual Feedback
Sessions
Better Boards held one-to-one meetings with each Board member and with the Company Secretary
to understand their personal views of Board and Committee effectiveness, including any strengths,
weaknesses, opportunities and risks
Each Director met with Better Boards individually to discuss the findings from their personalised
reports. The session took the form of a confidential, candid conversation, concluding with a
personal action plan
Stage 3
Board Kick-Off
Meeting
Better Boards attended the March Board meeting to present the approach, and set the tone for the
2023 Board Evaluation, which was received positively
Stage 2
Design of Evaluation
Programme
Meetings between Better Boards, the Board Chair and Company Secretary took place to discuss
and agree programme objectives, design and action plan, which comprised individual interviews
and feedback sessions, in addition to an online questionnaire
Stage 5
Online Questionnaire
Stage 7
Board Presentation
All Board Members and the Company Secretary completed a confidential online questionnaire
Better Boards analysed the data and produced both general and individualised reports
As part of the May meeting cycle, each Board Committee considered the outcome of their
respective Committee Evaluation and agreed any actions it wished to take forward
The Board held a dedicated session on the results of the Board Evaluation, facilitated by Better
Boards, with active engagement from all members
The Board Chair and the Company Secretary met with Better Boards to discuss next steps
toformalise any agreed-upon actions
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73IG GROUP HOLDINGS PLC Annual Report 2023
Board Evaluationcontinued
Board Committees
The evaluation of Board Committees found
that each remained effective in their support
of the Board.
Individual Director Performance
The results of the evaluation, together with
individual skills, time commitment and
independent assessments confirmed that
each Director continues to make positive
contributions to the Board and to the Group
as a whole.
Chair Performance
The performance of the Chair was evaluated
by the Senior Independent Director based on
feedback gathered from Board members in a
dedicated private session. The result
confirmed that Mike McTighe continued to
lead the Board effectively and demonstrated
strong leadership and direction.
Progress against actions arising from the
FY22 internal evaluation
In FY22, an internal evaluation was carried
out, facilitated by Lintstock. The review
consisted of the completion of performance
evaluation surveys. Good progress has been
made on the following areas of development:
Board dynamics: The relationship deficit
created by the pandemic was addressed
during the year with in-person Board
sessions held in addition to Board and
Committee meetings, including a separate
Board strategy session, Board Workshops,
periodic briefings from Regional CEOs and
a Board offsite in Chicago in November
2022. The Board has also met with our
topand upcoming talent, facilitated by
theCPO
tastytrade acquisition: A retrospective
review of the acquisition was delivered
and how it would support our strategy
in the future
Key Insights from the FY23 Evaluation
Board meetings are well chaired, and
the Board understands and
appreciates what Board members
bring to the Boardroom. This provides
a good base to further increase its
performance and effectiveness and
decision making
Board Composition scored above
average. Some questions were raised
as to whether subject matter expertise
should be added to the Board on some
specialist technical areas, such as
cyber security
The Board and its Committees work
well and there is a clear division of
responsibilities between the Board, its
Committees and executive leadership
The Board scored particularly highly
for establishing the purpose of the
organisation, vision and strategy and
being united in standing firmly
behindthem
Whilst average scores were high, there
is opportunity to further discuss the
organisation of Board meetings to help
the Board in its decision making
Key Actions from the FY23 Evaluation
Commit and invest to becoming an
even higher performing Board and
Executive Leadership Team
Continue to keep Board Composition
under review, particularly from D&I and
skills perspectives
Work to better align the Board on the
most appropriate level of governance
given our strategic direction
Continue to look at the allocation of
the Board’s time, especially in terms of
our customers and markets as we
deploy our diversification strategy
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74 IG GROUP HOLDINGS PLC Annual Report 2023
Four independent Non-Executive
Directors make up our Nomination
Committee. Their biographies can be
found on pages 58–61
The Nomination Committee met four
times during the year. You can find full
details of attendance at Committee
meetings on the table on page 64
The CEO, CPO and CLGO are standing
attendees at Nomination Committee
meetings
Nomination Committee Report
Chair’s Overview
I am pleased to present the
report of the Nomination
Committee for the financial
year ended 31 May 2023, to
share with you our activities
during the year and how we
have discharged our
responsibilities.
The Nomination Committee ensures that the
Board and its Committees are of the
appropriate size, composition, balance of
skills, knowledge, diversity, experience and
independence needed to support the
development and delivery of our strategy. We
make recommendations on Board succession
planning, which includes identifying and
recommending suitable candidates as part of
business-as-usual succession planning for key
roles as well as when a vacancy arises and
involving our external search partners to help
source candidates based on objective criteria.
We are all committed to ensuring that we are
a truly diverse organisation in all respects,
across gender, social and ethnic
backgrounds, cognitive and personal
strengths and experience. We also review
senior talent and leadership needs to make
sure we have succession plans in place to the
Board and senior management positions.
Securing a diverse pipeline of talent means
we can execute the Company’s existing and
future strategy.
During the year, the CPO supported our
continuing engagement with Russell Reynolds
Associates, an independent external
executive search firm, on the comprehensive
CEO Succession Planning process. We have
been able to identify potential internal
candidates, establish appropriate
development plans and monitor progress
against those plans. We also began to look
beyond the candidates within immediate
scope for CEO Succession Planning purposes,
to those who may need longer to develop into
the role. Nurturing an appropriate pool of
candidates in the long term means we’ll have
prospects for future senior positions.
The Committee remained confident that the
structure and composition of the Board of
IGGH and the other nested entities and their
Committees, as well as the Board of IG US
Holdings Inc., provided effective leadership to
support our future growth and strategy.
Focus during the next financial year will be on
developing succession plans for Board
members, including the Board Chair and the
Senior Independent Director.
FY23 key focus areas
CEO Succession Planning
Executive Committee
Succession Planning
Senior Talent Review
Mike McTighe
Chair of the Nomination Committee
Members
Mike McTighe
Chair of the Committee
Wu Gang
Committee Member
Jonathan Moulds
Committee Member
Helen Stevenson
Committee Member
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IG GROUP HOLDINGS PLC Annual Report 2023
Role of the Nomination Committee
The principal responsibilities of the
Committee include:
Reviewing the structure, size and
composition of the Board and its
Committees to ensure that they are
appropriately balanced in terms of skills,
knowledge, diversity, experience and
independence, and making appropriate
recommendations to the Board relating to
succession planning at Board level
Ensuring that there is a formal, rigorous
and transparent procedure for the
appointment of new Directors to the Board
Identifying, and nominating for Board
approval, suitable candidates to fill Board
vacancies as and when they arise
Reviewing leadership needs, with a view to
ensuring our continued ability to compete
effectively in our marketplace and deliver
on our strategy
Keeping apprised of strategic issues and
commercial changes affecting us and the
market in which we operate
The Terms of Reference of the Committee
were last reviewed in May 2023 and are
available on our website.
Main activities during the financial year
During the year, the Committee met
principally to consider:
The structure and composition of the
Board and its Committees
CEO Succession Planning and monitoring
the development of potential internal
candidates considered to have the
capabilities, experience and personal
attributes required of a future CEO, and
Succession Planning for the Executive
Committee and the output from the senior
talent review undertaken by the CPO
Diversity
Details on our diversity and our Diversity
Statement can be found in the Diversity
Report on pages 32–34. The Board continues
to appoint on merit, based on the skills and
experience required for membership, while
considering all forms of diversity, as well as
independence. The Company insists on
search firms presenting a diverse pool of
candidates for consideration during the
search process.
Committee Evaluation
An evaluation of Committee performance
was undertaken this year in line with the
Committee’s Terms of Reference, as part
of the external Board Evaluation exercise
facilitated by Better Boards, an independent
consultancy. You can find details of the
Board Evaluation process, outcome and
the actions on pages 72–73. Overall,
the Committee was considered to be
comprised of individuals with the requisite
knowledge, skills and experience; to have
met with sufficient frequency; to have fully
discharged its responsibilities under the
Terms of Reference; and to have performed
effectively during the year. During the next
financial year, the Committee will consider
the most effective way to communicate
with the wider Board about its activities
and key workstreams on succession
planning and executive development.
Mike McTighe
Chair of the Nomination Committee
19 July 2023
Nomination Committee Reportcontinued
Priorities for the year ahead
Continue to monitor progress against
development plans for potential
internal CEO successors that are
underway and commence work on
broadening the planned development
of the longer-term talent pool
Commence work on Board Chair,
Senior Independent Director and
Non-Executive Director Succession
Planning
Continue to monitor Succession
Planning at Executive Committee
level and ensure that we have the
leadership capabilities to deliver
the business strategy
Communicate to the Board on key
activities and workstreams during
the year
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76 IG GROUP HOLDINGS PLC Annual Report 2023
ESG Committee Report
Chair’s overview
I am pleased to present the
report of the ESG Committee
for the financial year ended
31 May 2023, to share with you
our activities during the year
and how we have discharged
our responsibilities.
The ESG Committee has an important
role in providing oversight on behalf of,
and advice to, the Board in relation to our
ESG strategy and activities. This is the
third ESG Committee report, following
the Committee’s formation in 2020. This
year the Committee has continued to take
significant steps to ensure principles of
responsible and sustainable business are
formally embedded across the business.
We are particularly proud of the progress of
our vulnerability project, which was launched
in FY22 and focuses on developing new
tools and systems to identify and support
vulnerable clients, putting us at the forefront
of client care. In addition, following the
findings of an externally facilitated audit into
the accessibility of products and services,
we have been able to create a strategy for
embedding accessibility across the different
disciplines. This strategy includes training
employees and establishing processes to
ensure that accessibility is a consideration
in everything that we do, helping us on our
roadmap towards a culture of inclusion.
TheCommittee receives frequent updates
on the vulnerability and accessibility
projects, which are both integral to help
us to meet the needs of our current and
future customers. We are also proud of the
progress we have made in ensuring that
the Group’s financial education offering
is comprehensive and inclusive. We have
achieved this through developing content
aimed at those at the very beginning of their
journey towards financial freedom – making
these available on the Financial Freedom
Hub – and also through partnerships
with organisations like Teach First.
The Committee has worked closely with our
COO, the Executive who is accountable for
ESG, as well as our Group Head of ESG and
other stakeholders as necessary. The
Committee continues to consider the ability
of our ESG strategy to reflect our purpose
and values. Earlier this year, we evolved the
ESG Strategy and governance framework,
enabling the Group to position itself as a
leader amongst our peers with respect to ESG
matters, constantly seeking opportunities to
push boundaries and empowering our
stakeholders to unlock a brighter future.
Ateach meeting, the Committee reviews
progress against agreed metrics under each
of the pillars of the ESG strategy – for more
details please see our ESG Report on pages
23–36.
FY23 key focus areas
Oversaw the evolution of the IG
Group ESG strategy
Sought and received insights and
feedback from key stakeholders
including shareholders to better
understand their ESG priorities
Oversaw a review of the accessibility
of IG products and services
Oversaw the launch and the initial
implementation of new client
vulnerability processes
Oversaw the first stages of launching
the Financial Freedom Hub
Oversaw charitable grant-making process
Four independent Non-Executive
Directors make up our ESG Committee.
Their biographies can be found on pages
58–61
The Committee met four times during
the year. You can find full details of
attendance at Committee meetings on
the table on page 64
The Board Chair, CEO, COO, Group Head
of ESG, CPO, CLGO and Chief Risk Officer
are standing attendees of the Committee.
Representatives from other areas of the
business attend the Committee meetings
by invitation, as required
Sally-Ann Hibberd
Chair of the ESG Committee
Members
Sally-Ann Hibberd
Chair of the Committee
Malcolm Le May
Committee member
Helen Stevenson
Committee member
Rakesh Bhasin
Committee member
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IG GROUP HOLDINGS PLC Annual Report 2023
Throughout the year, the Directors developed
their understanding of best practice in areas
of responsible and sustainable business by
inviting external and internal experts to
Committee meetings. These updates on
market trends and corporate governance for
matters relating to ESG, including within the
different jurisdictions in which the Group
operates, were delivered with both our
internal and external stakeholders in mind,
from equity investors, investment advisers,
shareholders, and our workforce. We also
continued to better understand our exposure
to client related risks and ensured that these
are considered appropriately in the Group
Risk Management Framework.
The Committee has also continued to focus
on challenging and supporting the Group in
relation to our charitable outreach through
Brighter Future initiatives and is particularly
proud to have overseen the renewal of our
strategic partnerships with Teach First and
Teach For All for another three years (see
page 25 for more information). In addition,
during the year, Directors attended events to
learn more about the charity partners that we
are supporting around the globe. This
included a visit to a Teach First school in the
UK, a meeting with the CEO of our Polish
strategic partner Women in Technology, and
an audience with CEOs from the global Teach
For All network. These provided opportunities
for the Directors to better understand how
we can support their important work (for
more information, please see our Teach First
Case Study on page 71).
Role of the Committee
The principal roles and responsibilities of the
Committee include:
Advocate and effectively bring greater
focus on wider ESG matters within the
Company
Oversight of our ESG strategy and its
implementation
Monitoring and reviewing how the ESG
strategy is received and regarded by our
stakeholders
Overseeing how all elements of the ESG
strategy are reported externally
Ensuring that there are appropriate
policies in place to effectively support the
ESG framework
Assisting on other matters related to ESG
as may be referred to it by the Board
Oversight of the Brighter Future Fund, the
Group’s Charitable Giving budget
The Terms of Reference of the Committee,
which were last reviewed in May 2023, are
available on our website.
Committee Evaluation
An evaluation of Committee performance was
undertaken this year in line with the
Committee’s Terms of Reference, as part of
the external Board Evaluation exercise
facilitated by Better Boards. I am pleased to
report that the results for the Committee
were very positive, and details of the Board
Evaluation process, outcome and the actions
can be found on pages 72–73.
Sally-Ann Hibberd
Chair of the ESG Committee
19 July 2023
ESG Committee Reportcontinued
Priorities for the year ahead
Oversee implementation and rollout of
the new strands of the ESG strategy,
including the metrics and KPIs by
which IG will be measured
Continue to receive input on ESG
insights and trends, and listen to the
perspective of key internal and
external stakeholders, ensuring we
have visibility of the ever-developing
regulatory environments and best
practice around the world, and how
these relate to IG
Scrutinise and support IG’s Brighter
Future Fund grant making to ensure it
remains on track to meet the
ambitious target of supporting 1
million people by 2026. This includes,
for example, supporting Teach First’s
initiative to get 200 head teachers into
the schools serving socioeconomically
challenged communities across
England in the next three years
Communicate to the Board on key
activities and workstreams during
the year
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78 IG GROUP HOLDINGS PLC Annual Report 2023
Audit Committee Report
Chair’s Overview
I am pleased to present the
report of the Audit Committee
for the financial year ended
31 May 2023, to share with you
our activities during the year
and how we have discharged
our responsibilities.
In my third report as Committee Chair, I am
delighted to introduce Susan Skerritt as a
Committee Member. Susan joined the
Committee on 1 March 2023, adding to her
existing Non-Executive responsibilities as a
member of the Group Board and Board Risk
Committee, and as a Non-Executive Director
of the IG US Holdings Inc. Board. With her
extensive experience in financial services and
the US markets, her appointment further
enhances our diversity of skills, experience
and thought.
As a Committee, we remained focused on the
oversight of financial reporting and the
surrounding control environment throughout
the year.
I am pleased to report that significant
progress has been made in improving the
control environment for Privileged Access
Management and client money and assets
during the year, both of which were key focus
areas in last year’s report. We continue to
closely monitor accounting matters related to
the tastytrade CGU, as well as the ongoing
integration of internal control processes for
the tastytrade business.
During the year, I visited Chicago and Krakow
to better understand the financial reporting
and other internal controls operated in
theselocations.
We remain alert to regulatory and legislative
developments for matters under our remit.
Our annual update from PwC focused on
FRC Corporate Reporting updates and
on the proposals and timelines for UK
Government’s Corporate Reform package.
Despite some of the uncertainties around
the scope and timeframes of the reforms,
we are looking closely at internal controls
over financial reporting given its importance
and we received updates from management
throughout the year on our plans. Together
with the Board, we are focused and reviewing
and reacting to the recent FRC consultation
on revisions to the UK Corporate Governance
Code and publication setting out the
minimum standards for Audit Committees.
FY23 key focus areas
Internal controls over Financial
Reporting
tastytrade cash generating unit (CGU)
impairment testing
Privileged Access Management
Four independent Non-Executive Directors
make up our Audit Committee, including
individuals with recent and relevant
financial experience. Their biographies can
be found on pages 58–61
The Committee met six times during the
year, including an ad hoc meeting on
tastytrade acquisition accounting in July
2022 and a joint meeting with the Board Risk
Committee in September 2022. You can
find full details of attendance at Committee
meetings on the table on page 64
The Board Chair, CFO, CEO, CLGO, Global
Head of Internal Audit and representatives
from the External Auditor,
PricewaterhouseCoopers LLP (PwC),
attend Committee meetings by
standinginvitation
Committee members also meet
separately with the Global Head of Internal
Audit and the External Auditor at various
points in the year so that any issues or
concerns may be raised freely to the
Committee without management present
Members
Andrew Didham
Chair of the Committee
Rakesh Bhasin
Committee member
Malcolm Le May
Committee member
Susan Skerritt
Committee member
(appointed 1 March 2023)
Andrew Didham
Chair of the Audit Committee
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
79IG GROUP HOLDINGS PLC Annual Report 2023
We continue to work well with other Board
Committees, and once again held a joint
meeting with the Board Risk Committee in
September 2022 to review and discuss
matters common to both Committees,
including risk and internal controls. This
included: Privileged Access Management, the
Risk Acceptance Framework, and the review
of financial and regulatory capital forecasts in
preparation for our first ICARA and Wind
Down Plans under the IFPR Regime. There is a
helpful level of cross-committee membership,
with Susan Skerritt and I both being Board
Risk Committee Members.
As we look forward to FY24, the
Committee will continue to focus on
Internal Controls over financial reporting
and the further integration of the tasty
business. The Internal Audit function will
also undertake its five-yearly External
Quality Assessment which I look forward
to reporting on in my next report.
Role of the Audit Committee
The Committee’s principal responsibilities are to:
Control environment
Monitor the effectiveness of the Internal
Audit function
Monitor the effectiveness of our control
environment, including performance of our
IT systems, and via Internal Audit reports
Oversee the systems and controls relating
to the holding and management of client
money and assets
Review and approve whistleblowing
arrangements
Provide oversight over the risk-based
system for the governance, operation and
maintenance of the Group’s legal entities
Audit Committee Reportcontinued
External Auditor
Oversee the relationship with the External
Auditor, including annual approval of the
external audit plan, review of audit
opinions, setting of External Auditor
remuneration, and reporting the results of
the external audits to the Board
Monitor the effectiveness, objectivity and
independence of the External Auditor,
including factors related to the provision of
audit and non-audit services
The Terms of Reference of the Committee
were last reviewed in May 2023 and are
available on our website.
Financial reporting
Monitor the integrity of the Group’s
Financial Statements
Review the significant financial issues and
judgements related to the Group’s
Financial Statements
Assess the quality and acceptability of
accounting policies and practices used
Review the processes to support the
assessment and determination of the
principal risks that may have an impact on
our solvency and liquidity
Monitor the availability of distributable
profits for dividend payments
Oversee the approach to tax management
and control
Review the inherent risks in our financial
reporting process and systems
Introduction Strategic Repot Governance Repot
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80 IG GROUP HOLDINGS PLC Annual Report 2023
Audit Committee Reportcontinued
Our other key activities are outlined below:
Committee Activity Outcome
Going concern and long-term viability
The Directors are required to make a
statement in the Annual Report as to the
going concern and longer-term viability of the
Group. The Committee is required to review
the processes to support the assessment and
determination of the principal risks that may
have an impact on our solvency and liquidity.
Evaluated reports from management that set out the view of the
Group’s going concern and longer-term viability. These reports
detailed the outcomes of stress tests after applying multiple
scenarios to determine how we were able to cope with
deterioration in liquidity profile or capital position
Considered, along with the Board Risk Committee, the ICARA
underpinning the firm's capital and liquidity adequacy appraisal
Agreed to recommend the Going Concern and Viability
Statement to the Board for approval, taking into account the
assessment by management of stress-testing results and
riskappetite
Carrying value of goodwill and other
intangible assets
In accordance with accounting standards, we
are required to review any goodwill balances
for impairment and to consider the underlying
assumptions used in determining the carrying
value of these assets. In addition, we are
required to assess whether there is any
indication the other intangible assets may
beimpaired.
Reviewed a report from management setting out the key
assumptions used in the impairment review of the goodwill balance
and an associated sensitivity analysis, including the support
provided by an independent external valuation agency in valuing the
tastytrade CGU as part of the annual goodwill impairment testing
Considered the work of the External Auditor on goodwill and
intangible assets
Concluded that there should be no change to the recorded
carrying value of the goodwill and other intangible assets,
based on the assessment performed
Concluded that adequate disclosure was included within the
Financial Statements
Alternative performance measures
We are required to define any alternative
performance measures used and to explain
why they are useful or more meaningful
todescribe the performance during the
period and to reconcile them to the closest
UK-adopted International Accounting
Standards measures.
Discussed the alternative performance measures included within
the Annual Report
Received an update from PwC on recent accounting developments
including findings from the FRC Annual Review relating to
alternative performance measures as part of its May meeting
Concluded that the alternative performance measures
provided a fair representation of business performance and
position, and that adequate disclosure was included to
reconcile them to the closest UK-adopted International
Accounting Standards measures
Main activities during the financial year
Financial reporting
In relation to financial reporting, the primary responsibility of the Committee is to work with management and the External Auditor to review the appropriateness of the half-year and full-year
Financial Statements. During the year, the Committee:
Assessed the quality and acceptability of accounting policies and practices used by management and concluded that they were appropriate
Concluded that disclosures were clear and compliant with financial reporting standards and relevant financial and reporting requirements
Considered material areas in which significant estimates have been applied or discussed with the External Auditor. The details of the primary areas of significant estimates and disclosure in
relation to the Financial Statements for FY23 are set out on pages 131–189
Reviewed announcements and Financial Statement for full and half-year results and recommended them to the Board
Introduction Strategic Repot Governance Repot
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81IG GROUP HOLDINGS PLC Annual Report 2023
Audit Committee Reportcontinued
Committee Activity Outcome
Tax provisions
Calculating the Group’s corporation tax
charge involves a degree of estimation and
judgement, as the tax treatment of certain
items cannot be finally determined until
resolution has been reached with the relevant
tax authority. Where appropriate, we hold tax
provisions in respect of the potential tax
liability that may arise on these unresolved
items. We have generated tax losses in certain
jurisdictions where we operate. We’ve
recognised deferred tax assets in respect of
these losses to the extent that future profits
have been forecast.
Reviewed a report from management that detailed the assumptions
made in calculating the Group’s corporation tax charge and
provisions. Our External Auditor also provided commentary to the
Committee on this
Reviewed our Group Tax Risk Management Policy, Tax Strategy and
Tax Governance Framework
Concluded that the corporation tax charge and provisions
recorded were appropriate and complete
Recommended the Group Tax Risk Management Policy and
Tax Strategy for Board approval
Approved the Tax Governance Framework
Fair, balanced and understandable
The Board is required to provide its opinion on
whether it considers that the 2023 Annual
Report, taken as a whole, is fair, balanced and
understandable, and provide the information
necessary for shareholders to assess the
Company’s position and performance,
business model and strategy.
Reported on the preparation of the FY23 Annual Report with the
Board, having assessed the quality of reporting through discussion
with management and the External Auditor
Advised the Board that the Company’s FY23 Annual Report is
fair, balanced and understandable, following its review
Control environment
Other matters addressed by the Committee included focus on the effectiveness of our control environment and performance of our IT systems, and on the Internal Audit, including the
objectivity and independence of Internal Audit personnel. Our main activities are summarised below:
Committee Activity Outcome
Risk management and internal control
The Committee is required to assist the Board
in the annual review of the effectiveness of
our Risk Management Framework and internal
control systems.
Received a report from the Board Risk Committee on the overall
effectiveness of the Risk Management Framework and internal
control systems, including an assessment of risks that might
threaten our business model, future performance, solvency or
liquidity
Particular focus was given to the control environment during the
year in respect of Corporate Actions and Privileged Access
Management, where the Committee received regular updates from
management regarding the positive progress made in these areas
against agreed action plans
Reviewed the associated disclosures within the Accountability
section of the Governance Report in this Annual Report
Agreed to recommend to the Board the Annual Report
statements relating to the effectiveness of the Risk
Management Framework and internal control systems
Introduction Strategic Repot Governance Repot
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82 IG GROUP HOLDINGS PLC Annual Report 2023
Audit Committee Reportcontinued
Committee Activity Outcome
Internal Audit
The Committee is required to oversee the
performance, resourcing and effectiveness of
the Internal Audit function.
Monitored the effectiveness of our Internal Audit function
in the overall context of our internal controls and risk
management systems
Reviewed the risk-based Internal Audit plan
Monitored management’s responsiveness to Internal Audit findings
Reviewed Internal Audit reports and themes arising from them
Reviewed the performance of the Internal Audit function against
the plan, including the results of an internal self-assessment
Reviewed the Internal Audit Charter
Reviewed the Internal Audit Scorecard to feed into the FY23
variable remuneration for individuals in the function
Approved the risk-based audit plan
Concluded that Internal Audit function supports the work of
the Committee and remains effective, efficient and robust, with
appropriate processes
Considered the function to have sufficient resources to deliver
its proposed audit plan
Approved the Internal Audit Charter
Recommended the Internal Audit Scorecard as proposed to
the Remuneration Committee
Client money and assets
The Committee has a responsibility for
overseeing our systems and controls relating
to the holding and management of client
money and assets.
Monitored the effectiveness of the control environment relating to
client money and assets and received, via periodic reporting from
management and the Client Money and Assets Committee
Considered the report from the External Auditor on the client
money control environment and operations
Received reporting on the control environment of
Corporate Actions
Reviewed the control environment at both Group and
entity level
Concluded that the control environment remained effective
Whistleblowing
The Committee considers the adequacy of
our arrangements by which employees may
in confidence raise concerns about
improprieties in matters of financial reporting
or other matters.
Received periodic reporting from management on the Group’s
whistleblowing arrangements, including Group and local policies
and employee training
Concluded that whistleblowing processes were operating
effectively during the period under review and that the
Whistleblowing Policy remained fit for purpose
Legal entity governance
To aid with its review of corporate
governance, the Committee has received
support from the CLGO and Group Company
Secretary, whose Legal Entity Governance
Committee (LEGCO) has provided oversight
over the risk-based system for the
governance, operation and maintenance
of the Group’s legal entities.
Received periodic reporting from the LEGCO on the work that had
been undertaken during the year to review legal entity governance
globally, including the Legal Entity Governance Refresh Project,
Delegated Authority and Approvals Framework (DAAF) and Global
Legal Entity Governance Policy
Recommended the DAAF for Board approval
Approved the Global Legal Entity Governance Policy
Introduction Strategic Repot Governance Repot
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83IG GROUP HOLDINGS PLC Annual Report 2023
Committee Activity Outcome
Oversight of External Auditor
The Committee is required to oversee the
work and performance of PwC as External
Auditor, including the maintenance of audit
quality during the period.
Met with the key members of the PwC audit team to discuss the
FY23 audit plan and areas of focus
Assessed regular reports from PwC on the progress of the FY23
audit and any material issues identified
Debated the draft audit opinion ahead of the FY23 year end.
The Committee was also briefed by PwC on critical accounting
estimates, where significant judgement was needed
Approved the audit plan and the main areas of focus, including
the potential risk of management override of controls and the
valuation of customer relationships and assessment of the
carrying value of the tastytrade CGU
More information on the Committee’s role in assessing External
Auditor performance, effectiveness and independence of can
be found on page 84
Audit and audit-related fees
Audit-related fees include those related
to the statutory audit of the Group and its
subsidiaries, as well as audits required due
to the regulated nature of our business.
Also included are fees associated with
testing of controls relating to our processes
and controls over client money and
asset segregation.
Reviewed and approved a recommendation from management on
the Company’s audit and audit-related fees during the year
Concluded that the FY23 audit and audit-related fees are
appropriate. A breakdown of audit and non-audit related fees
is in note 5 to the Financial Statements on page 148
Non-audit services and fees
To prevent the objectivity and independence
of the External Auditor from becoming
compromised, the Committee has a formal
policy governing the engagement of the
External Auditor to provide non-audit
services. The policy is reviewed on an annual
basis. The Committee reviewed our policy
governing non-audit work against details of
regulations on the statutory audit of public
interest entities.
Reviewed all arrangements for non-audit fees. Fees in relation to
permitted services below £0.05 million are deemed pre-approved
by the Committee and are subject to the approval of the CFO. Fees
above £0.05 million must be approved by the Committee, through
the Committee Chair
Received an explanation from PwC of its own in-house
independence process
Received confirmation from management that there were no
exceptions to fee limits and approval processes, per the policy,
during the year
Approved arrangements for non-audit fees. During the year,
non-audit fees of £0.2 million were paid to PwC, as discussed in
note 5 to the Financial Statements
Audit Committee Reportcontinued
External Auditor
Our main activities are summarised below:
Introduction Strategic Repot Governance Repot
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84
IG GROUP HOLDINGS PLC Annual Report 2023
Audit Committee Reportcontinued
External Auditor Effectiveness
In assessing the effectiveness and
independence of the External Auditor, the
Committee considered relevant professional
and regulatory requirements and the
relationship with the External Auditor as
a whole. The Committee monitored the
External Auditor’s compliance with relevant
regulatory, ethical and professional
guidance on the rotation of partners,
and assessed its qualifications, expertise,
resources, and quality of people and
service provided, including a report from
the External Auditor on its own internal
quality procedures and independence.
As part of the assessment, a questionnaire
was completed by key stakeholders. The
questionnaire addressed matters including
the External Auditor’s independence,
objectivity, the quality of planning and
execution of the audit, insights and added
value and general support and
communication to the Committee and
management. The results were analysed, and
a report was presented to the Committee.
The Committee assessed the robustness of
the audit process, specifically how the auditor
challenged management’s key assumptions
and demonstrated professional scepticism,
through discussion with the audit partner, by
reviewing PwC’s findings on areas which
required management judgement and in
considering the quality and depth of the
auditor’s observations and challenge.
External Auditor Reappointment
External audit services were last tendered in
FY20, where PwC was reappointed following
a competitive tender process. PwC has been
our External Auditor for 13 years. The FY23
audit was led by Carl Sizer. Under the partner
rotation rules set out in the applicable ethical
standards, his final year as partner will be
2025, after five years of service. The
Company has complied with the provisions of
the Competition and Markets Authority’s
Statutory Audit Services for Large Companies
Market Investigation (Mandatory Use of
Competitive Tender Processes and Audit
Committee Responsibilities) Order 2014 for
the financial year under review.
The Committee is responsible for making
recommendations on the appointment,
reappointment and removal of the External
Auditor, and for assessing and agreeing the
audit and non-audit fees payable to them.
Following our assessment of the effectiveness
of the External Auditor, the external audit
process and their independence and
objectivity, the Committee recommends that
the Board propose the reappointment of PwC
for shareholder approval at the Company’s
2023 AGM.
There are no contractual obligations
restricting choice of External Auditor.
Committee Evaluation
An evaluation of Committee performance was
undertaken this year in line with the
Committee’s Terms of Reference, as part of
the external Board Evaluation exercise
facilitated by Better Boards, an independent
consultancy, and I am pleased to report that
the results for the Committee were very
positive. Details of the process, outcome and
the actions can be found on pages 72–73.
Andrew Didham
Chair of the Audit Committee
19 July 2023
Priorities for the year ahead
Monitoring management's response
to the proposed reforms to
corporate reporting and associated
internal controls
Ensuring the Committee meets the
finalised requirements of the FRC
concerning minimum standards for
Audit Committees
Overseeing an external assessment of
the firm's Internal Audit arrangements
Continuing to focus on the tastytrade
Cash-Generating Unit as part of
goodwill impairment testing
Introduction Strategic Repot Governance Repot
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85IG GROUP HOLDINGS PLC Annual Report 2023
Board Risk Committee Report
Chair’s Overview
I am pleased to present the
report of the Board Risk
Committee for the financial
year ended 31 May 2023, to
share with you our activities
during the year and how we
have discharged our
responsibilities.
This is my fifth report as Committee Chair
andI continue to work proactively and
collaboratively with the Risk and Compliance
teams and hold them to account to ensure we
uphold the highest standards for our clients
and our business. Our Committee remains
focused on providing important oversight and
advice to the Board, particularly for a business
like ours with the range of risks we face, and
always with our clients in mind. We
understand how important it is to review the
key current and emerging risks faced by our
business, and this is reflected in our
Committee agenda.
As a business, this year we have continued to
demonstrate the robustness of our Group
Risk Management Framework. In light of
ongoing heightened risks globally, including
interest rate rises and geopolitical instability,
we continue to closely monitor and adapt to
changes in the regulatory landscape, such as
the introduction of Consumer Duty in the UK,
as well as those further afield, particularly
those relevant to the tasty business in the US.
Our focus on good client outcomes, resilience
and our control infrastructure have meant
that we are well placed to respond positively
to new challenges and developments and
have seen limited manifestation of risk, but we
continue to be alert to developments. There is
more information on our Risk Management
Framework in the dedicated Risk section on
page 48.
I can report that the Risk function,
headed by the CRO, continues to embed
a holistic approach to risk management.
We link risk reporting to the key risks
facing our business through the Risk
Taxonomy and Key Risk Indicators in line
with our Risk Appetite Statement and Risk
Management Framework, which we review
on an annual and continuous basis.
Five independent Non-Executive
Directors currently make up our Board
Risk Committee. Their biographies can
be found on pages 58–61
The Board Risk Committee met eight
times during the year, including a joint
meeting with the Audit Committee in
September 2022. You can find full details
of attendance at Committee meetings
on the table on page 64
The Board Chair, Executive Directors,
Chief Risk Officer (CRO), Chief
Compliance Officer (CCO), CLGO
and the Global Head of Internal Audit
attend Committee meetings as
standing attendees
Members
Jonathan Moulds
Chair of the Committee
Andrew Didham
Committee member
Wu Gang
Committee member
Sally-Ann Hibberd
Committee member
Susan Skerritt
Committee member
Jonathan Moulds
Chair of the Board Risk Committee
FY23 key focus areas
ICARA and Wind Down Plan
Consumer Duty Implementation Plan
Introduction Strategic Repot Governance Repot
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86
IG GROUP HOLDINGS PLC Annual Report 2023
Consumer Duty has also been discussed in
detail at the Committee this year, following
delegated the authority from the Board to
oversee management’s compliance with this
principle. We have received regular updates
on the Consumer Duty Implementation Plan
throughout the year and as we approach the
31 July 2023 implementation date, I ensure
that the Board is kept updated as appropriate.
One of our Committee Members, Andrew
Didham, has been appointed the Non-
Executive Consumer Duty Champion as part
of our Consumer Duty preparations.
We have continued to receive third-line
reporting and assurance from Internal
Audit focused on the state of the Risk
Management Framework, particularly for
operational risk, and are pleased to report
continued improvements as it becomes
embedded further.
As with last year, we held a joint meeting with
the Audit Committee to review and discuss
matters common to both Committees. This
year, we reviewed together the financial and
regulatory capital forecasts in preparation for
the ICARA and received a Privileged Access
Management update from IT.
As we look forward to FY24, we, as a
committee, will continue to constructively
challenge management and hold them to
account on the robustness of our risk
management, internal controls and
compliance framework, and their ability
toremain fit for purpose and continue to
keeppace with the strategic ambitions of
theGroup.
Role of the Board Risk Committee
The Committee’s principal responsibilities areto:
Provide oversight and advice to the Board in relation to our current and potential future
risk exposures and future risk strategy including how we determine our risk appetite
and tolerance, and how we consider the current and prospective macroeconomic and
financial environment
Review the design and implementation of our general Risk Management policy and
measurement strategies
Conduct a risk assessment of any proposed strategic transaction, focusing on implications
for the risk appetite and risk tolerance of the Group, taking independent external advice
where appropriate
Consider and regularly review our risk profile relative to current and future strategy and risk
appetite, identifying any risk trends, material regulatory changes, concentrations or
exposures, and any requirement for policy change
Carry out a robust assessment of our emerging and principal risks
Review our ICARA and Wind Down Plans and recommend them to the Board
Monitor effectiveness of the financial crime framework and receive an annual report from
the Anti-Money Laundering Reporting Officer on the operation and effectiveness of IG’s Anti
-Money Laundering and Countering Terrorist Financing controls
Oversee management’s preparation for FCA’s Consumer Duty regulation and compliance
following its implementation on 31 July 2023
Periodically review the design of the Group’s corporate insurance cover against current and
future risks and review the insurance renewal terms to recommend to the Board
Provide advice to the Remuneration Committee on the alignment of the Remuneration
Policy to risk appetite and annually review remuneration-related risks
Monitor the adequacy and effectiveness of resources within Risk and Compliance functions
Review the Group’s exposure to climate-related risks and opportunities to monitor trends
and consider whether such risks should be considered principal risks
The Terms of Reference of the Committee were last reviewed in May 2023 and are available on
our website.
Board Risk Committee Reportcontinued
The business continues to embed the
operational risk management systems into
the business, with strong stakeholder
engagement that encourages a culture of
event reporting. This year, we have had
extensive discussions with management on
the operational risk scenario analysis and
modelling for our first ICARA.
Operational risk remains a key focus for us as
a Committee and we review the framework to
ensure it is aligned with our diversification
strategy. We also act as an escalation point
for significant operational risk events and
provide guidance as needed.
Our inaugural ICARA, with its focus on
identifying and managing potential harm to
clients, the markets and the Group itself,
along with the Wind Down Plan, were key
focus areas this year. We received detailed
management reporting throughout the year,
including at our annual Risk Workshop in
October 2022, where we also welcomed
presentations from external advisers. We
reviewed and recommended the ICARA and
Wind Down documents to the Board in
November 2022, which have since been
reviewed by the FCA in 2023 as part of its
SREP, I commend the team’s hard work on
delivering our first ICARA as we await the
outcome of the SREP.
The Compliance function, headed by the
CCO, has provided those of us on the
Committee with regular reporting of second-
line compliance assurance activity, details of
regulatory change both in the UK and abroad,
and the assessment of key financial crime
controls, with a focus on the detection and
prevention of market abuse.
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87IG GROUP HOLDINGS PLC Annual Report 2023
Main activities during the financial year
Risk Management Framework (RMF) and Risk Appetite Statement (RAS)
Reviewed and recommended updates to the RMF and RAS for Board approval during
the year, including those to incorporate IFPR and Consumer Duty
Received periodic reporting from Internal Audit on their opinion on the RMF in
September 2022 and March 2023
Current and Emerging Risks
Reviewed reporting on current and emerging risks facing the business, grouped by type
(Regulatory, Commercial, Business Model, Conduct & Operational) and rated by severity,
in September 2022 and March 2023
ICARA and Wind Down Plan
Reviewed management’s preparations for our first ICARA and Wind Down Plan
documents, including: capital and liquidity projections, Business Model Risk Internal
Assessment, stress testing, and operational risk scenario analysis in July, September and
October 2022. ICARA was a key topic for this year’s Risk Workshop in October 2022,
with presentations from third party advisers. Third party assurance on IG’s Operational
Risk scenario analysis and modelling was also received in November 2022
Recommended the ICARA and Wind Down Plan for Board approval in November 2022
Operational and Technology Risk
Reviewed periodic updates on Operational Risk, in September 2022 and March 2023,
which included an analysis of operational risk data to identify high risk areas within
the Group, deep dives into top five risks, and a holistic summary of operational risk
events data
Considered management’s annual Operational and Technology Risk Framework Review
in January 2023, which incorporated external benchmarking data
Other Risk Matters
Considered a report on Model Risk in November 2022
Reviewed an update from Management on Conduct Risk matters in March 2023 and an
annual report on Remuneration Risks in May 2023
Received a report from the CRO on Risk and Compliance Resourcing in May 2023
Effectiveness of Risk Management Framework and Systems of Internal Controls
Reviewed the CRO’s annual assessment of the effectiveness of the Risk Management
Framework and Systems of Internal Control for recommendation to the Audit
Committee in May 2023
New Strategic Initiatives
Reviewed the impact of Digital Assets on Group Risk Appetite in July 2022 and approved
the launch of Digital Wallet Phase 1 from a risk perspective in October 2022, as well as
its overall approval following a delegation of authority from the Board
Consumer Duty
Monitored management’s preparation for Consumer Duty requirements throughout
the year, receiving frequent updates from the Consumer Duty Project. The annual
Risk Workshop in October 2023 included a presentation from external counsel on
Consumer Duty
Financial Crime
Received a Financial Crime update, including Market Abuse and Anti-Money Laundering,
in November 2022
Recommended the MLRO Report for the 2022 calendar year to the Board in
March 2023
Product Governance
Reviewed Compliance’s annual Product Governance Update in November 2022, which
included a new section on Consumer Duty and its link to Product Governance
Other Compliance Matters
Reviewed reporting on Conflicts Management in September 2022 and March 2023,
which included updates on the Group-wide Conflicts Management Framework
Reviewed management’s annual compliance assessment of material breaches in
November 2022
Recommended management’s action plan in response to the FCA’s 'Dear CEO' Letter to
all firms in its CFD portfolio to the relevant regulated UK Boards in January 2023
Received a Key Global Regulatory Update in March 2023
Received a Transaction Reporting Update in March 2023, given the volume of
transactions we report
Approved changes to the Compliance Framework in March 2023
Recommended the FY24 Compliance Monitoring Programme to UK regulated entity
Boards in March 2023
Board Risk Committee Reportcontinued
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88 IG GROUP HOLDINGS PLC Annual Report 2023
Main activities during the financial year (continued)
Operational Resilience
Received periodic reporting in September 2022 and March 2023 on progress towards
the milestones established in response to the FCA’s Operational Resilience Policy in the
UK and management’s preparations for the Digital Operational Resilience Act (DORA)
in Europe
Culture
Reviewed Culture Risk Dashboard reporting covering client, IT, regulatory and people
outcomes and conduct more broadly, and the progress being made to attain the
aspired culture across the business in July 2022 and January 2023
Insurance
Reviewed the adequacy of our Global Insurance Programme in November 2022 and
January 2023 for recommendation to the Board
Committee Evaluation
Following this year’s Committee performance
evaluation, I am pleased to report that we had
very positive results. The evaluation was in line
with the Committee’s Terms of Reference, as
part of the external Board Evaluation exercise
facilitated by Better Boards, who are an
independent consultancy. You can find details
of the process, outcome and the actions on
pages 72–73.
Jonathan Moulds
Chair of the Board Risk Committee
19 July 2023
Board Risk Committee Reportcontinued
Priorities for the year ahead
Address any actions that may arise
from the SREP
Consumer Duty implications in the UK
and beyond
Further integration of the tasty
business into risk management,
internal control systems, and into
Riskand Compliance reporting
Environmental risks, including
climaterisks
Introduction Strategic Repot Governance Repot
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89IG GROUP HOLDINGS PLC Annual Report 2023
Directors’ Remuneration Report and Policy
Contents Page
Chair’s overview 89
Remuneration at a glance 95
2023 Directors’ Remuneration
Policy (proposed) 96–104
Annual Report on Remuneration 10 5 –118
Chair’s Overview
I am pleased to present the
Directors’ Remuneration
Report for the year to
31 May 2023. This report
includes our new Directors’
Remuneration Policy (Policy),
details of remuneration
arrangements in respect of
the year to 31 May 2023 and
a summary of how we intend
to apply the Policy during
the year to 31 May 2024.
IG has made excellent progress in terms of
our performance this financial year, delivering
a fourth consecutive year of record revenues
and continuing to make good progress on the
Company’s strategy of diversification. The
market backdrop was very different than in
recent years, with volatility returning to what
seems to be more ‘business as usual’, and
interest rates and inflation both rising
significantly over the past 12 months. Our
client base of active traders have continued to
trade across our product offering, throughout
all market conditions.
Five independent Non-Executive Directors
make up our Remuneration Committee.
Their biographies can be found on pages
58–61
The Remuneration Committee met nine
times during the year, including four ad hoc
meetings to discuss the Directors’
Remuneration Policy. You can find full
details of attendance at Committee
meetings on the table on page 64
The CEO attends the Committee meetings
by invitation. The Company Chair is a
member of the Committee although the
Company Chair and CEO do not attend or
take part when matters relating to their
own remuneration are discussed. The CPO,
Head of Reward, CLGO, and
representatives from other areas of the
business, including from Risk and
Compliance, attend the Committee
meetings by invitation as appropriate to the
matter under consideration. Deloitte are
independent advisers to the Committee
Members
Helen Stevenson
Chair of the Committee
Andrew Didham
Committee member
Jonathan Moulds
Committee member
Mike McTighe
Committee member
Sally-Ann Hibberd
Committee member
Helen Stevenson
Chair of the Remuneration Committee
FY23 key focus areas
Review of the Directors’
Remuneration Policy, to better
support the delivery of our long-term
diversification strategy, including
engaging with shareholders
Consideration of Company Share
Plans including the introduction of a
new, global all-employee share plan
Review of employee pay
arrangements in light of the ongoing
cost of living challenges
Finalisation of the implementation of
changes to remuneration
arrangements following the
implementation of the IFD/IFPR
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
90 IG GROUP HOLDINGS PLC Annual Report 2023
On top of this, IG has been able to pivot
certain areas of the business to take
advantage of the rising interest rates
environment, attracting larger client balances
to our platforms. Our overall strategy remains
unchanged, but our agility as a business
allows us to take advantage of opportunities
when they arise.
On a Group level, total active clients were
slightly down, as acquisition became more
challenging in a high inflation environment.
Our priority areas for diversification delivered
excellent revenue growth. tastytrade was able
to take advantage of rising interest rates,
generating significant interest income in the
year. tastytrade also launched their first major
brand campaign, delivering strong web
traffic, search interest and improved brand
awareness. Our US OTC business grew
strongly, gaining significant market share and
Spectrum also delivered a record
performance, whilst onboarding additional
third-party brokers and issuers to support
future growth. It’s within this context that the
Committee has reviewed and assessed
Remuneration-related matters.
This is my third year as Committee Chair, and
my goal continues to be to ensure that
remuneration supports, and is in alignment
with, IG’s evolving business strategy and
organisational structure. One of the primary
points of focus for the Committee this year
has been to review and revise the Directors’
Remuneration Policy, which we will be
submitting to shareholders for approval at the
2023 AGM. The focus on the review has been
on ensuring the Policy, in particularly variable
incentives, supports the delivery of our
long-term diversification strategy, and that it
appropriately incentivises Executive Directors
to deliver enhanced performance. We have
consulted extensively with shareholders in
this process and I am grateful for their time
and engagement.
The Committee has continued to monitor our
approach to employee remuneration,
especially in light of the political, economic
and social difficulties our people may have
experienced over the past 12 months. The
Committee continues to believe our
employee remuneration is appropriate. More
details about how the Committee has
considered remunerating the wider
workforce is included below.
The Committee continues to work proactively
and collaboratively with the other Board
Committees, with each Committee Chair
being a member of the Remuneration
Committee, to allow oversight and
integration. In addition, the Chief Risk Officer
is requested to provide, at least, quarterly
updates to the Committee. Following each
Committee meeting, I provide a
comprehensive update to the Board, in which
I describe the proceedings of the Committee
meeting and make recommendations to the
Board as appropriate. This also ensure that
each of the non-Committee members are
kept up to date on key remuneration matters.
Role of the Committee
The Committee’s principal responsibilities are to:
Make recommendations to the Board on our Senior Executive Remuneration Policy
Determine an overall remuneration package for the Executive Directors in order to attract
and retain high-quality Directors capable of achieving our objectives
Set and agree with the Board a competitive and transparent remuneration framework which
is aligned to our strategy and is in the interests of both the Company and its shareholders
Determine the contractual terms, remuneration and other benefits for the Executive
Directors, Chair and senior management – including the Company Secretary
Determine and review our Remuneration Policy, ensuring it is consistent with effective
risk management, and consider the implications of this Remuneration Policy for risk and
risk management
Determine and agree the policy for the remuneration of the Company Chair and the
Executive Directors
Review pay, benefits and employment conditions and the remuneration trends
Approve the structure of share-based awards under our employee incentive schemes,
to determine each year whether awards will be made and, if awards are made, to monitor
their operation, the size of such awards and the performance targets to be used
Ensure that contractual terms on termination, and any payments made, are fair to the
individual and the Group, that failure is not rewarded and that the duty to mitigate loss
is fully recognised
Receive and review reports annually directly from the risk management function on the
implications of our Remuneration Policy for risk and risk management
Monitor relevant regulatory developments, including those affecting UK-listed companies
and financial services firms, to ensure the Company’s Remuneration Policy and its operation
is consistent with these
Establish the selection criteria, appoint and set the Terms of Reference for any remuneration
consultants who advise the Committee
The Terms of Reference of the Committee were last reviewed in May 2023 and are available on
our website.
Directors’ Remuneration Report and Policycontinued
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
91IG GROUP HOLDINGS PLC Annual Report 2023
Main activities during the financial year
During the year, the Committee’s key
activitiesincluded:
Reviewing the Directors’ Remuneration
Policy to ensure it betters supports the
diversification strategy, receiving feedback
from investors, and incorporating
stakeholder views into the Policy being put
to shareholders for approval at the
upcoming AGM
Reviewing the Directors’ Remuneration
Report published in the FY22 Annual
Report and Accounts
Reviewing the fee for the Company Chair
and Executive Directors’ remuneration for
FY24
Reviewing performance against targets for
the FY22 Sustained Performance Plan
(SPP) award, the vesting of long-term
incentive plan awards and for the
determination of the bonus pool
Reviewing the remuneration and bonus
awards, including for senior management
Reviewing the proposed targets for the
FY23 SPP, including agreeing the non-
financial metrics
Reviewing remuneration-related risks,
remuneration of Material Risk Takers and
gender pay gap reporting
Reviewing developments in market
practice and corporate governance
relating to remuneration
Reviewing of Company Share Plans
Incentive outcomes for FY23
The SPP for the 2023 financial year operated
in line with the Policy. The SPP award FY23
was based on three metrics: adjusted
earnings per share (EPS) (55% weighting),
relative Total Shareholder Return (TSR) (25%
weighting) and non-financial measures (20%
weighting). Adjusted EPS performance for
FY23 was 94.7 pence, which was between
target and maximum vesting and our TSR over
the period 1 June 2020 to 31 May 2023 was
just above median compared to the FTSE 250
(excluding investment trusts).
Non-financial performance during the
year was measured and assessed against
agreed targets which comprise measurable
performance of strategic projects and
initiatives that drive our longer-term
diversification and strategic direction, the
development and conduct of our people,
client-focused initiatives, and key ESG
measures. IG takes its responsibilities
around ESG matters very seriously and
considers ESG to be an investment in its
intangible assets which are critical to its long
term sustainability. Rather than have ESG
as a standalone component, the key ESG
KPIs are integrated into the non-financial
performance component of reward. Over
the year, the Group made very strong
progress in implementing its strategic plans
across the individual parts of the business
(including excellent progress surrounding
tastytrade). Employee engagement scores
increased versus FY22 and remain well
above our external benchmark, with the
Group also continuing its strong progress
toachieving itsfemale representation target.
In terms of client-focused initiatives, our
customer satisfaction metrics have shown
positive direction of travel (particularly NPS),
with strong progress made on initiatives
surrounding customer retention and
conversion. From a social and environmental
perspective, the Group maintained its
carbon neutral status, continued to improve
accuracy of reporting on emissions and met
internal delivery targets for our accessibility
and vulnerable client initiatives. Overall, the
Committee is of the view the non-financial
performance over the year has been excellent
and, after careful assessment of measurable
outcomes, the Committee judged that non-
financial performance was 96% of maximum.
Based on the above, the outcome of the SPP
award for FY23 was calculated at 73.55% of
maximum. The Committee considered that
this outcome is reflective of overall business
performance over the period and no
discretion has been applied to the formulaic
outcome. This award will be granted following
the announcement of results for the year and
will be 30% in cash at that point, 20% in share
options released in July 2026, and 50% in
share options released in July 2027.
Directors’ Remuneration Report and Policycontinued
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
92 IG GROUP HOLDINGS PLC Annual Report 2023
Directors’ Remuneration Policy review
In line with the normal three-year cycle in the
UK, our Policy will be subject to shareholder
vote at the 2023 AGM. In advance of this, the
Committee has spent significant time
reviewing the Policy and its implementation,
to ensure it supports the delivery of our
long-term diversification strategy, that it
appropriately incentivises Executive Directors
to deliver enhanced performance whilst
having regard to views of shareholders and
other stakeholders and ensuring consistency
and compliance with the Company’s risk
management policies. The focus of the review
has been on the variable incentives, with the
rest of the Policy, in the view of the
Committee, remaining fit for purpose.
IG launched its strategy in May 2019 with the
aim of expanding and diversifying the revenue
base of the Company to enable growth in new
markets and drive long-term shareholder
value. This is to be achieved by growing key
geographies, particularly the US and Japan
and by expanding into retail trading markets
adjacent to our ‘flagship’ OTC derivatives
business, primarily exchange-traded
derivatives and stock trading and investments.
In terms of the former, the US represents the
single biggest market opportunity for the
Group and Japan still has room to expand, in
addition to the significant growth we’ve
already achieved in the earlier phase of the
strategy. The targeted product markets play
to the traditional strengths of the Group in
technology, trading and trading products, and
risk management. The Group is making
steady progress against the strategy,
including the delivery of the Significant
Opportunities programme (a year ahead of
schedule in 2021) and the acquisition of
tastytrade in June 2021. Whilst we continue to
make progress on implementing this strategy,
the majority of our business remains driven by
our Core Markets+ segment (businesses in
which IG is well established, including our OTC
derivatives businesses outside of the US and
Japan). By diversifying our revenue streams by
geography and product we aim to promote
further long-term growth as well as mitigating
the regulatory risk exposure of the Group by
reducing the dependence on an individual
product or region.
The SPP was originally introduced in 2013,
and then updated in order to comply with the
UK Corporate Governance Code in 2020 as
part of that policy review. In this current
review of our Director’s Remuneration Policy,
the Committee again carefully considered
whether the SPP continues to be to
appropriate to support the execution of our
evolving strategy or whether an alternative
structure would be more appropriate. We
have also given careful consideration to the
retentive power of the plan, as that is an
important objective, as well as the
competitiveness of the arrangements, as we
compete for the best talent in the market to
lead the Company.
Given where we are in the evolution of the
business, with the majority of the Group’s
revenue continuing to be exposed to market
volatility, target setting remains a challenge as
it does for all our competitor peer set.
Consequently, the Committee believes that
the overall framework on the SPP continues to
be appropriate for the business. The SPP is a
simple structure, which supports dynamic
target setting in volatile markets, it creates
alignment with shareholders through a
significant interest in shares, incentivises
executives to deliver progress against
strategic milestones and to deliver annual
profit performance.
Changes to the SPP
As part of the review, the Committee
considered whether any modifications should
be made to the operation of the SPP in order
to further support the delivery of our long-
term diversification strategy and the creation
of sustainable, long-term shareholder value.
The outcome of this review is that the
following changes are proposed to the SPP
from FY24 onwards:
Alignment of TSR with market practice
and increase in the weighting on TSR
Currently TSR performance is assessed at
the end of the plan year by using a trailing
three year basis (i.e. the three-year period
ending at the conclusion of the plan year)
relative to the FTSE 250 (excluding
investment trusts). Going forwards, it is
proposed that we move to assess TSR
based on future performance, in line with
market practice, such that the period for
measurement incorporates the three-year
period commencing at the start of the plan
year. Performance will be assessed based
on the performance in the plan year and
the two years after the plan year,
effectively introducing a long-term award
component to the SPP. The Committee
believe that the switch to a more
conventional, future years, approach to
TSR places greater emphasis on the
delivery of the diversification strategy over
future years and also aligns management
with the future shareholder experience,
better rewarding participants for their
actions in changing the shape of the
business. In order to fully align participants
with the shareholder experience over the
three-year performance period, the
element of the award subject to TSR
performance (which is delivered fully in
shares) will be granted at the start of the
plan year (i.e. the start of the performance
period). It is also proposed that the
weighting on TSR will be increased to 30%
(from 25% currently), in order to increase
the focus of the SPP on long-term
performance and to further incentivise the
creation of shareholder value.
In order to manage the transition between
the current approach and the proposed
approach to ensure that performance in
interim years is fairly and proportionately
rewarded, for FY24 only we plan to split the
assessment of TSR performance such that
half (15% of the overall award) is assessed
on the current basis (i.e. trailing basis
looking at FY22 to FY24) and the remaining
award (15% of the overall award) is
assessed incorporating future years
(i.e.FY24 to FY26). For FY25 onwards,
TSRwillbe assessed using the new
approach oflooking at future years only
asoutlinedabove
Introduction of a revenue
diversificationmetric
To further support the delivery of the
Group strategy, it is proposed that a
‘revenue diversification’ metric will be
included as part of the SPP, with a 20%
weighting. This metric will provide a direct
incentive for management to grow
revenues beyond our traditional revenue
base. Increasing the proportion of our
business from new geographies and
products will give the Group exposure to a
wider range of revenue drivers and profit
pools, which will facilitate the creation of
long-term, sustainable shareholder value.
The diversification of the Group will, of
course, continue to be aligned with the
Group’s long-term strategic plan agreed by
the Board. The following revenue streams,
which represent significant strategic
growth opportunities for the Group,
Directors’ Remuneration Report and Policycontinued
Y1 Y2
Y3
Y4
Y5
Annual award component
350% of salary
Long-term award
component
150% of salary
Revenue
diversification
(20%)
Cash
(30% overall)
Shares after year 4 (20% overall)
+ 6 month retention period
Shares after year 3
(20% overall)
2 year holding period
until end of year 5
EPS
(30%)
Non-financial
(20%)
Future years TSR – performance period –
shares vesting after year 3 (30% overall award)
2 year holding period
until end of year 5
Annual award component shares granted Long-term award component shares granted
20% released
150% of salary
100% of salary
100% of salary
150% of salary
Introduction Strategic Repot Governance Repot
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Shareholder and
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93IG GROUP HOLDINGS PLC Annual Report 2023
will be included when setting the annual
target forFY24:
— IG’s US business (all products)
— IG’s Japanese business (all products)
— Non-OTC revenue streams in all
othergeographies
The revenue diversification metric will be set
annually in the context of the Board-approved
four-year plan and will be set as an absolute
£m target not a proportion of overall Group
revenue. Revenue streams included within the
metric will be reviewed every year to ensure
that they remain appropriate and that the
most relevant business units for diversification
are targeted.
The revenue diversification metric will
include an underpin to provide additional
safeguards to ensure that revenue growth
in these areas is sustainable and not at the
expense of long-term profit margins or
earnings. As part of its assessment of the
formulaic outcome following year end, the
Committee will consider performance in
a number of additional metrics in order to
satisfy itself that revenue growth in these
areas has been sustainable and in the long-
term interests of shareholders. Based on
this assessment, the Committee will retain
discretion to modify the formulaic outcome
if considered appropriate. Additionally,
the current focus is on organic growth,
however, should any M&A occur which was
not included when targets were set, then
targets will be adjusted appropriately.
The performance metrics for the FY24
award are therefore: 30% Relative TSR,
(measured on both a trailing basis and
with reference to future years), 30%
Adjusted EPS, 20% revenue diversification;
and 20% non-financial measures.
The overall payout profile of the
scheme (i.e. when awards are released
to participants) remains unchanged
from the current approach:
30% released in cash following the
planyear;
20% in shares after year 4 (subject to an
additional six-month retention period in
line with the regulatory requirements
under the IFPR); and
50% in shares after year 5
To ensure that the payout profile remains
consistent with the current model, given the
modification of the TSR metric to be more
aligned to market practice, we are proposing
minor changes to balance between vesting
and holding periods with a portion of the
award that previously vested five years from
the start of the plan year now vesting after
three from the start of the plan year, subject
to a two-year holding period. Performance will
continue to be assessed annually (Adjusted
EPS, revenue diversification and non-financial
metrics). Based on performance against
these metrics, 30% of the overall award will
payout in cash following the end of the annual
performance period. 20% of the overall award
will be delivered in shares vesting after year 4
(these shares are also subject to a six-month
retention period in line with the regulatory
requirements of the IFPR), with 20% delivered
in shares which vest after three years and
are subject to a further two-year holding
period (and are therefore released after year
5). The portion of the award subject to TSR
(30% of the overall award) vests after three
years based on TSR performance and is also
subject to a further two-year holding period.
The overall result of these changes is that
awards are released to participants on the
same basis as under the current model. The
following illustrates the revised operation
of the SPP (opportunity levels are based on
the CEO’s award level of 500% of salary).
Directors’ Remuneration Report and Policycontinued
Based on current CEO SPP award level of 500% of salary
Consideration of shareholder views
As part of its review of the Remuneration
Policy, over the course of the last year, the
Committee Chair has engaged extensively
with our largest shareholders in order to
explain the changes proposed, and the
rationale behind them. Overall, the
Committee Chair contacted approximately
55% of the IG shareholder base, as well as
proxy advisers. We highly value the inputs and
views of all shareholders and took all
feedback into account when reviewing and
considering our final proposal. I would
personally like to thank all stakeholders who
engaged with us and provided feedback.
Summary proposed SPP structure and payout profile
Introduction Strategic Repot Governance Repot
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Shareholder and
Company Information
94 IG GROUP HOLDINGS PLC Annual Report 2023
The Committee was pleased with the level of
engagement by investors, who were generally
supportive of the proposed changes to the
Policy, recognising that the SPP remains an
appropriate structure for IG over the next
three years. The Committee took on board
the feedback provided by shareholders
during the consultation and iterated the
proposal in response.
Salaries for FY24
Salaries for the Executive Directors for 2023
will be increased by 4.5% – this is below the
6.2% average increase awarded to the wider
IG UK workforce. The new salaries for June
Felix (CEO), Charlie Rozes (CFO) and Jon Noble
(COO), which apply from 1 June 2023, are
£661.5k, £531.5k and £441.5k, respectively.
Wider workforce remuneration
The Committee considers wider colleague
pay as context for the decisions it makes,
and ensures it is kept updated through the
year on general employment conditions,
basic salary increase budgets (with particular
focus on this in FY24 in the context of
continued high inflation and increases in the
cost of living), the level of bonus pools and
payouts and participation in share plans.
When considering salary increases for
Directors, the Committee takes into account
pay and employment conditions across
the wider workforce. The Company has a
People Forum which is attended by one
of the Committee members as well as
employee representatives from across the
business, and which discusses pay as well
as other matters which affect employees.
The impact of the continued elevation in the
cost of living was also discussed with the
People Forum as well as the actions that the
Company is taking to support employees with
this. At the end of FY23 the Company took
the exceptional step to provide a one-off
booster payment to junior staff with a lower
payment to managers (with no senior
managers or executives benefiting from this)
in those countries with higher levels of
inflation, with around 78% of employees
across the group receiving a payment.
Thesize of the booster payment varied by
location, but eligible employees in the UK
received payments of up to £1,500.
Advice to the Committee
During FY23, the Committee consulted the
CEO about remuneration matters relating to
individuals other than herself. The CPO, Head
of Reward, CLGO and Committee Secretary
also provide advice and support to the Chair
and the Committee as needed.
External advisers attend Committee meetings
at the invitation of the Committee Chair.
The Remuneration Committee appointed
Deloitte LLP (Deloitte) as advisers to the
Committee in April 2019, following a
competitive tender process.
Deloitte’s fees for advice provided to the
Committee during the financial year ending
31 May 2023 were £185,250 (excluding VAT).
Fees are charged on a time and material basis.
Deloitte are founding members of the
Remuneration Consulting Group and are
signatories to its Code of Conduct, which
requires its advice to be objective and
impartial. During the year, Deloitte also
provided unrelated advisory services in
respect of regulatory, risk management and
tax advice, Internal Audit services, agreed-
upon procedures-based assurance services
and Financial Reporting and Controls advice.
It is the view of the Committee that the
engagement team at Deloitte that provided
remuneration advice to the Committee during
the year do not have connections with the
Group or its Directors that may impair their
independence. The Committee reviewed the
potential for conflicts of interest and judged
that there were appropriate safeguards
against such conflicts. The Committee
considers that the advice received from the
advisers is independent, straightforward,
relevant and appropriate, and that it has an
appropriate level of access to them and has
confidence in their advice.
Committee Evaluation
An evaluation of Committee performance
was undertaken this year in line with the
Committee’s Terms of Reference, as part of
the external Board Evaluation exercise
facilitated by Better Boards. I am pleased to
report that the results for the Committee
were very positive, and details of the process,
outcome and the actions can be found on
pages 72–73.
Conclusion
The Committee is satisfied that our outcomes
for FY23 are aligned with the interests of
shareholders, that they reflect our strong
performance over this year and that the Policy
has operated as intended. I look forward to
receiving your support for the Directors’
Remuneration Report and Directors’
Remuneration Policy at the AGM on
20 September 2023.
Directors’ Remuneration Report and Policycontinued
Priorities for the year ahead
Continue to engage with investors on
the Remuneration Policy, as needed,
ahead of the 2023 AGM
Provide non Remuneration
Committee Board members with a
deep-dive on relevant remuneration
matters, including the different
approaches to quantum and design
of remuneration, market trends and
non-financial metrics
Continue to monitor workforce pay,
taking into account market and
socioeconomic conditions
Helen Stevenson
Chair of the Remuneration Committee
19 July 2023
Total |
£3,055
Total | £2,066
Total | £1,717
June Felix
Charlie Rozes
Jon Noble
Salary Pension and benefits SPP
Cash (30%)
SPP 500% of salary
Shares after year 4 (20%) +
6 months retention period
y-2 y-1 y1
EPS (55%)
Non-financial
(20%)
Trailing basis TSR (25%)
Shares after year 5 (50%)
y2 y3
Shares granted
y4 y5
Based on CEO SPP award level of 500% of salary
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
95IG GROUP HOLDINGS PLC Annual Report 2023
Remuneration at a glance
Remuneration in FY23
IG has made excellent progress in terms of our performance
this financial year, continuing to deliver on our strategy.
Thiscontinued progress is reflected in pay outcomes.
The following section shows a summary of the performance measures we use, and the
resulting pay for Executive Directors.
FY23 SPP outcome
Metric Weighting
Threshold Maximum
Outcome
Contribution to
SPP vesting
Adjusted EPS: 0%
payout, TSR: 25%
payout 100% payout
Adjusted EPS 55% 76.7p 98.0p 87.0 0 % 47. 85%
Actual
94.7p
TSR (trailing basis
FY20–FY23)
25% Actual: 50
th
percentile
25.90% 6.50%
Median ranking
Upper quartile
ranking
Non-financial
Details of performance
are set out on page 112
20% Actual:
96.00%
96.00% 19.20%
0.00% 100.00%
Total 100.00% 73.55%
Maximum opportunity
SPP outcome
Delivered in cash
(30%)
Deferred into
shares (70%)% of maximum % of salary
June Felix 500% of salary 73.55% 368% £698,000 £1,630,000
Charlie Rozes 400% of salary 73.55% 294% £449,000 £1,047,000
Jon Noble 400% of salary 73.55% 294% £373,000 £870,000
Total remuneration (£000)
Payout profile for CEO for FY23
For structure and payout profile of CEO under the proposed new directors remuneration policy see page 93
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
96 IG GROUP HOLDINGS PLC Annual Report 2023
FY23 Directors’ Remuneration Policy
FY23 Directors’ Remuneration Policy
The Directors’ Remuneration Policy describes the framework, principles and structures that
guide the Remuneration Committee’s decision-making process in relation to Directors’
remuneration arrangements. During the year, the Committee has undertaken an extensive
review of the Directors’ Remuneration Policy to ensure that it better supports the delivery of
our long-term diversification strategy and the generation of long-term sustained shareholder
value. As outlined in more detail in the Chair’s letter, following the review, two key changes have
been made to the operation of the Sustained Performance Plan (SPP): (1) the introduction of a
long-term award component to better align management with future shareholder value
creation; and (2) the introduction of a revenue diversification measure into the SPP to
incentivise the delivery of growth from new markets.
Remuneration Policy Principles
The Remuneration Policy is set to ensure that remuneration is sufficiently competitive to attract
and retain senior executives of a high calibre and to provide a suitable incentive to drive
performance, while remaining appropriate in the context of our approach to pay throughout
the organisation. As part of the Policy review the Committee reviewed and updated the key
principles of the Policy as follows:
Drives long-term
diversification and
strategic direction
Drives the long-term diversification and strategic direction of the
organisation and delivery of our purpose to power the pursuit of
financial freedom for the ambitious.
Supports sustainable
long-term growth
Supports the sustainable long-term growth of the business by
incentivising sustained improvements in performance.
Payouts correlate
with Group
performance
Strong correlation between payouts and both the financial and
non-financial performance of the Group.
Aligns with the
shareholder
experience
Aligns participants to the long-term shareholder experience.
Competitive package
to support
recruitment and
retention
The overall package opportunity and the balance of fixed and variable
pay is appropriate for IG, enabling the Group to recruit and retain talent
on a global basis.
The key principles are supported by a number of underpinning principles as follows:
Simplicity of
approach to support
understanding from
all stakeholders
Encourages the right
culture and
behaviours in line
with IG’s values
Supports
appropriate risk
management
Supports retention
of IG’s key talent
Supports succession
planning including
the ability to hire
globally
Appropriate in the
context of reward for
IG’s wider workforce
Alignment with IG’s purpose, values and drivers
The Policy has been designed taking into account the principles of Provision 40 of the UK
Corporate Governance Code (the Code). The Committee believes that we meet these
principles as summarised below:
Clarity We provide open and transparent disclosures regarding our executive
remuneration arrangements.
Our Remuneration Policy is designed to recognise and reward
performance that supports the execution of our diversification
strategy and helps drive sustainable shareholder value growth.
Simplicity Our Remuneration Policy is designed to be straightforward, easy for
shareholders and employees to understand, and simple for the Group
to monitor.
Predictability Our Remuneration Policy contains details of the maximum opportunity
levels for each component of pay. Actual incentive outcomes vary
depending on the level of the performance achieved against
specific measures.
Proportionality,
risk and alignment
to culture
We believe the Remuneration Policy is consistent with regulatory and
corporate governance requirements. It is also designed to achieve
effective risk management through the choice of performance
measures and targets, shareholding requirements and malus and
clawback provisions.
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
97IG GROUP HOLDINGS PLC Annual Report 2023
FY23 Directors’ Remuneration Policycontinued
Remuneration Policy Table
The table below summarises each element of the Remuneration Policy for the Executive Directors, explaining how each element operates and how each part links to the corporate strategy.
Key elements of remuneration
Base Salary
To recruit and retain key employees of an appropriate calibre to deliver the strategic objectives
of the Company.
Operation
Base salaries are normally reviewed by the
Committee annually, with salary increases normally
effective from 1 June.
Base salaries are set taking into account:
Scale, scope and responsibility of the role
Experience of the individual and their
performance
Pay and workforce policies elsewhere in
the Group
Business performance and prevailing market
conditions
Salary levels at other companies of a similar
size, complexity, geographic spread and
business focus
Pensions and Benefits
Competitive, cost-effective flexible pension and benefits allowance to help recruit and retain Executive
Directors.
Operation
Executive Directors are eligible to participate in the
Company’s flexible pension and benefits plan, from
which Executive Directors can receive a range of
benefits, Company pension contribution or cash
allowance.
Benefits can include critical illness cover, dental
cover, health assessments, income protection
cover, life assurance, travel insurance and private
medical cover
Executive Directors may participate in a Share
Incentive Plan (SIP) or Savings Related Share Option
Scheme (SAYE) or any other all-employee plans on
the same basis as other employees up to HMRC
approved limits or relevant plan limits.
The Committee may introduce other benefits if it is
considered appropriate to do so.
Where appropriate, the Company may provide
support to Executive Directors in the preparation of
their tax returns.
Executive Directors shall be reimbursed for all
reasonable expenses and the Company may settle
any tax incurred.
Where an Executive Director is required to relocate,
the appropriate one-off or ongoing benefits may
be provided (e.g. housing, schooling etc.)
Opportunity
Whilst there is no maximum salary, increases
will normally be in line with or lower than the
typical increases awarded to other employees
in the Group.
However, increases may be above this level in
certain circumstances such as:
Where an Executive Director has been
appointed to the Board at a lower than typical
market salary to allow for growth in the role,
larger increases may be awarded to move salary
positioning closer to typical market level as the
Executive Director gains experience
Where an Executive Director has been
promoted or has had a change in responsibilities
Where there has been a significant change in
market practice
Where there has been a significant change in
the size and/or complexity of the organisation
In other exceptional circumstances
Performance metrics
None
Opportunity
The maximum pension and benefits allowance for
Executive Directors will be in line with the allowance
available to the wider workforce in the UK. This rate
is currently 12% of salary.
Where the Committee has determined that it is
appropriate to provide additional benefits
(including in connection with the relocation of an
Executive Director), benefits may be provided
above this level. The Committee will set the level of
benefit at an appropriate level taking into account
individual circumstances and the policy in place for
other employees.
Where an Executive Director is located outside
of the UK the pension and benefits provision
may be aligned with practice for the wider
workforce locally.
Executive Directors may participate in a SIP, SAYE
or other all-employee plan up to the same
maximum as other employees.
Performance metrics
None
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
98 IG GROUP HOLDINGS PLC Annual Report 2023
FY23 Directors’ Remuneration Policycontinued
Sustained Performance Plan
The SPP provides a single incentive plan for Executive Directors. It provides a simple and competitive incentive mechanism that encourages and rewards both
annual and sustained long-term performance, linked to the Company’s strategic objectives. A significant portion of the SPP award is in shares, encouraging
Executive Directors to build up a substantial stake in the Company, thereby aligning the interests of management with shareholders.
Operation
For FY24 onwards, awards under the SPP will
normally comprise two components: (1) the annual
award component; and (2) the long-term award
component.
Annual award component
The annual award component will normally be 70%
of the maximum award opportunity under the SPP
but may be a different proportion if determined by
the Committee.
For the annual award component, awards are
normally made after the announcement of results
relating to each ‘plan year’ (i.e. the year over which
annual performance is assessed).
The annual award component will normally payout
as set out below but the Committee may determine
that a different proportion may apply:
42.86% of the annual award component earned
will be delivered in cash shortly following the
end of the plan year. This element may be up to
30% of the maximum SPP award
28.57% of the annual award component amount
earned will be awarded in shares which will vest
and be released to participants following the
end of the fourth financial year that follows the
start of the plan year. This element may be up to
20% of the maximum SPP award. A post-vesting
retention period of six months would normally
be applied to comply with regulations
28.57% of the annual award component amount
earned will be awarded in shares which will vest
following the end of the third financial year that
follows the start of the plan year, following
which it will be subject to a holding period and
be released to participants following the end of
the fifth financial year that follows the start of
the plan year. This element may be up to 20% of
the maximum SPP award
Long-term award component
The long-term award component will normally be
30% of the overall opportunity under the SPP but
may be a different proportion if determined by
theCommittee.
For the long-term award component, awards are
normally made during the ‘plan year’.
For the long-term award component, performance
will normally be assessed over three financial years
starting with the ‘plan year’. The long-term award
component will usually vest following the end of the
third financial year that follows the start of the plan
year subject to the extent to which the
performance criteria is met, following which it will
normally be subject to a holding period and be
released to participants following the end of the
fifth financial year that follows the start of the
planyear.
The Remuneration Committee retains discretion to
scale back the vesting of awards if the underlying
performance of the participant and/or the Group
does not justify the payout of the award.
The Committee may determine that a different
payout schedule should apply for future plan years.
Shares may be awarded either in the form of par
value options, nil cost options or conditional
awards. Shares awards in respect to financial years
which precede FY24 will continue to payout in
accordance with the terms of their award and
theprovisions of the policy that was in force
at the time.
Recovery provisions apply, see below for
furtherdetails.
In order to support a fair and smooth transition
between the existing SPP structure and the revised
structure, a modified approach will operate for
FY24 as outlined on page 99.
Opportunity
The maximum plan contribution in respect of a plan
year is 500% of salary for the CEO and 400% of
salary for other Executive Directors.
Performance metrics
Awards under the annual award component
are determined based on performance for the
plan year.
Awards under the long-term award component are
normally based on performance over a three-year
period starting with the plan year.
Performance measures may comprise, for example,
earnings per share (EPS) targets, revenue for the
Group or a part of the Group, Total Shareholder
Return (TSR) and strategic non-financial measures.
The Committee may vary performance measures
from year to year in accordance with strategic
priorities and the regulatory environment.
TSR performance will normally be measured
against the performance of a suitable
comparatorgroup.
No more than 25% of the award will normally be
payable for threshold levels of performance.
The Committee may, in its discretion, adjust SPP
awards, if it considers that the outcome does not
reflect the underlying financial or non-financial
performance of the participant and/or the Group
over the relevant period or that such vesting level is
not appropriate in the context of circumstances
that were unexpected or unforeseen when the
targets were set. When making this judgement the
Committee may take into account such factors as
the Committee considers relevant.
Share ownership policy
This aligns the interests of management and
shareholders both in and post-employment and
promotes a long-term approach to performance
and risk management.
Operation
Executive Directors are expected to build a holding
of shares to the value of a minimum of 200% of
base salary.
It is normally expected that the shareholding
guideline would be met within five years from the
date of appointment (unless exceptional
circumstances apply).
The Committee will review progress annually, with
an expectation that Executive Directors will make
progress towards achieving the shareholding policy
each year.
Following ceasing to be an Executive Director,
Executive Directors will normally be expected to
maintain a minimum shareholding of 200% of
salary (or actual shareholding if lower) for two
years. This guideline applies to shares that are
released from the SPP on or after 17 September
2020. Any shares purchased by the Executive
Directors will not be subject to the guideline.
The Committee retains discretion to waive this
guideline if it is not considered to be appropriate
in the specific circumstances.
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
99IG GROUP HOLDINGS PLC Annual Report 2023
Performance measures
For FY24 it is intended that the annual award component of the SPP awards will be based
on a combination of Adjusted EPS, revenue diversification and non-financial strategic and
operational performance measures for FY24 and TSR performance for the period 1 May 2021
to 31 May 2024. The long-term award component will be based on TSR performance for the
period 1 June 2023 to 31 May 2026.
Metrics Rationale and link to the strategic KPIs How performance measures are set
Total Shareholder Return
(TSR) relative to an
appropriate comparator
group.
TSR measures the total
return to IG Group’s
shareholders, both through
share price growth and
dividends paid, and as such
it is aligned to shareholder
interests.
TSR is influenced by how
well IG Group performs on a
range of other metrics,
including financial indicators
such as revenue, profit, cash
generation and dividends,
and non-financial indicators
such as client satisfaction
and operational
performance.
The Committee sets the
requirements for each plan
year. The current
benchmark group
comprises the constituents
of the FTSE 250 Index
(excluding investment
trusts).
Adjusted Earnings per share
(EPS)
Adjusted EPS is a key
indicator of the profits
generated for shareholders,
and a reflection of both
revenue growth and cost
control.
The Committee determines
appropriate performance
targets each year, taking
account of the annual and
longer-term business plans.
FY23 Directors’ Remuneration Policycontinued
Transition approach for FY24
In order to support a fair and smooth transition
between the existing SPP structure and the
revised structure, a modified approach will
operate for FY24 as outlined below:
The annual award component will be 85%
of the maximum award opportunity under
the SPP
The annual award component will be based
on the assessment of Adjusted EPS,
revenue diversification and non-financial
strategic measures for FY24 and TSR
performance for the period 1 June 2021 to
31 May 2024
The annual award component will payout
as follows:
— 35.29% of the annual award component
earned will be delivered in cash shortly
following the end of the plan year. This
element may be up to 30% of the
maximum SPP award
— 23.53% of the annual award component
amount earned will be awarded in
shares which will vest and be released
to participants following the end of the
fourth financial year that follows the
start of the plan year. This element
may be up to 20% of the maximum
SPP award
— 41.18% of the annual award component
amount earned will be awarded in
shares which will vest following the end
of the third financial year that follows
the start of the plan year, following
which it will be subject to a holding
period and be released to participants
following the end of the fifth financial
year that follows the start of the plan
year. This element may be up to 35% of
the maximum SPP award
The long-term award component will be
15% of the overall opportunity under
theSPP
Performance for the long-term award
component will be based on TSR
performance over the period 1 June 2023
to 31 May 2026
The long-term award component may vest
following the end of the third financial year
that follows the start of the plan year
subject to the extent to which the
performance criteria is met, following
which it will be subject to a holding period
and be released to participants following
the end of the fifth financial year that
follows the start of the plan year
Notes to the Policy table
Summary of decision making process and
changes to policy
The Policy has been updated to ensure that it
better supports the delivery of our long-term
diversification strategy and the generation of
long-term sustained shareholder value. In
determining the new Remuneration Policy,
the Committee followed a robust process
which included discussions on the content
of the Policy at Remuneration Committee
meetings during the year. The Committee
considered the input from management and
our independent advisers, as well as
considering best practice and guidance from
major shareholders and external proxy
bodies. A detailed summary of the rationale
for the changes to the Policy and how these
will be implemented is provided as part of the
Chair’s statement. The key change from a
Policy perspective is the introduction of a
long-term award component into the SPP
to better align management with future
shareholder value creation. Other changes
have been made to the wording of the policy
to increase flexibility, to aid operation, to
increase transparency and to reflect typical
market practice.
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
100 IG GROUP HOLDINGS PLC Annual Report 2023
Metrics Rationale and link to the strategic KPIs How performance measures are set
Revenue diversification IG’s strategy is to diversify its
earnings model to allow
more predictable and
sustainable revenues to
facilitate the creation of
long-term shareholder
value.
This measure incentivises
management to increase
revenue from growth
markets to support this
strategy.
The Committee determines
appropriate performance
targets each year, taking
account of the annual and
longer-term business plans.
Non-financial strategic and operational performance schemes
Non-financial strategic and
operational non-financial
measures
Strategic metrics are
designed to support the
development and protection
of the Group’s intangible
assets, which are the
foundation of the
Company’s overarching
strategy and long-term
growth plans. ESG measures
normally incorporated.
Targets currently set in the
areas of strategic enablers,
people and culture and
client experience.
Targets are set at the start of
the financial year based on
our strategic and
operational objectives for
the year.
Following the end of the
year, the Committee
assesses performance
relative to prior years,
internal targets and sector
averages. Assessment is
undertaken ‘in the round’,
taking account of activities
and achievements during
the year.
Annual financial, strategic and operational non-financial measures are considered to be
commercially sensitive and are therefore not disclosed at the time of award. The intention is
that targets will be disclosed retrospectively in FY24, provided that they are no longer
commercially sensitive.
FY23 Directors’ Remuneration Policycontinued
Recovery provisions
The Committee may decide within five years
of an award being paid/granted that malus
and/or clawback will be applied to the
underlying awards. This may happen in the
following circumstances:
the Committee forms the view that the
Company materially misstated its financial
results for whatever reason and that such
misstatement resulted either directly or
indirectly in that the award: (i) being
granted over; and/or (ii) Vesting to a
greater degree than would have been
the case had that misstatement not
been made;
the Committee forms the view that in
assessing any condition set in connection
with the award such assessment was
based on an error, or on inaccurate or
misleading information or assumptions and
that such error, information or assumptions
resulted either directly or indirectly in that
award (i) being granted; and/or (ii) Vesting
to a greater degree than would have been
the case had that error not been made;
the Committee forms the view that there
has been substantial failure of risk
management;
the Committee forms the view that there
has been serious reputational damage to
the Company, any Group Member or a
relevant business unit;
the Committee forms the view that there
has been a material corporate failure in the
Company, any Group Member or any
business unit;
the Committee forms the view that the
relevant individual is not considered to be
fit and proper to perform their role;
the relevant individual ceases to be a
director or employee of a Group Member
as a result of serious misconduct on the
part of that individual;
an individual participated in or was
responsible for fraud or other conduct with
intent or severe negligence which resulted
in significant losses to the Group;
there is reasonable evidence of
misbehaviour or material error by the
individual (malus only);
the Group, a member of the Group or any
relevant business unit suffers a material
downturn in its financial performance
(malus only);
there are significant increases in the
Group, or member of the Group or
business unit’s economic or regulatory
capital base;
any regulatory sanctions e.g. punitive,
administrative, disciplinary or otherwise,
where the conduct of the Participant
contributed to the sanction; or
any other event arises which the
Committee determines warrants the
relevant individual being subject to malus
or clawback.
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
101IG GROUP HOLDINGS PLC Annual Report 2023
Share plan operations
The Committee will operate the SPP in
accordance with the Rules of the plan (a copy
of SPP rules is available on request from the
Company Secretary and will be available on
the National Storage Mechanism). Awards
under the SPP plans may:
Have any performance conditions
applicable to them amended or substituted
by the Committee in circumstances where
the Committee determines an amended or
substituted performance condition would
be more appropriate and not materially
less difficult to satisfy
Incorporate the right to receive an amount
equal to the value of dividends which
would have been paid on the shares under
an award that vests up to the time an award
vests and is delivered. This amount may be
calculated assuming that the dividends
have been reinvested in the Company’s
shares on a cumulative basis
Be settled in cash at the Committee’s
discretion. For Executive Directors, this
provision will only be used in exceptional
circumstances such as where for
regulatory reasons it is not possible to
settle awards in shares
Be adjusted in the event of any variation of
the Company’s share capital or any
demerger, delisting, special dividend or
other event that may affect the Company’s
share price
Approved payments
The Committee reserves the right to make
any remuneration payments and/or payments
for loss of office (including exercising any
discretions available to it in connection with
such payments), notwithstanding that they
are not in line with the Policy set out above,
where the terms of the payment were agreed:
(i) before the policy set out above came into
effect, provided that the terms of the
payment were consistent with any applicable
shareholder-approved Directors’
remuneration policy in force at the time they
were agreed or where otherwise approved by
shareholders; or (ii) at a time when the
relevant individual was not a Director of the
Company (or other person to whom the Policy
set out above applies) and, in the opinion of
the Committee, the payment was not in
consideration for the individual becoming a
Director of the Company or such other
person. For these purposes 'payments'
includes the Committee satisfying awards of
variable remuneration and, in relation to an
award over shares, the terms of the payment
are 'agreed' no later than the time the award is
granted. This Policy applies equally to any
individual who is required to be treated as a
Director under the applicable regulations.
Legacy awards
The current SPP expires in 2023 and in
accordance with the termination provision
of the scheme rules, for awards granted in
respect of years up to and including the
financial year ending 31 May 2020 (plan years
1–7) 50% of the cumulative awards in the plan
account will vest in July 2023, with a further
25% released in both July 2024 and July 2025.
Remuneration policy across the Company
We have designed the remuneration policy
for the Executive Directors and senior
management taking into account the policy
for employees across the Company as a
whole. The Committee is kept updated
through the year on general employment
conditions, basic salary-increase budgets, the
level of bonus pools and payouts and
participation in share plans.
The Committee is therefore aware of how
total remuneration at the Executive Director
level compares to the total remuneration of
the general population of employees.
Common approaches to remuneration policy
which apply across the Company include:
Consistency in ‘pay for performance’,
with annual bonus schemes being
offered to the vast majority of employees.
Senior employees also participate in
share-based plans
Offering pension, medical, life assurance
and other flexible benefits for all
employees, where practical given
geographical location
Ensuring that salary increases for each
category of employee are considered,
taking into account the overall rate of
increase across the Company, market data,
and both Company and individual
performance
Encouraging broad-based share ownership
through the use of all-employee share
plans, where practical
FY23 Directors’ Remuneration Policycontinued
£500
k
£1,500
k
£2,500
k
£1,000
k
£2,000k
£3,500
k
£4,000
k
£3,000
k
£4,500
k
£5,500
k
£5,000
k
In line with
expectations
Maximum +
Share Price
Growth (50%)
Minimum Maximum
£4,048k
31%
14%
100%
18%
69%
64%
22%
82%
Fixed pay SPP Share Price Growth
CEO – June Felix
£2,395k
£5,206k
£741k
£500
k
£1,000
k
£2,000
k
£1,500k
£2,500
k
£3,000
k
In line with
expectations
Maximum +
Share Price
Growth (50%)
Minimum Maximum
£494k
£2,260k
36%
17%
100% 22%
64%
61%
21%
78%
Fixed pay SPP Share Price Growth
COO – Jon Noble
£1,377k
£2,879k
£500
k
£1,000
k
£2,000
k
£1,500k
£3,000
k
£2,500
k
£3,500
k
In line with
expectations
Maximum +
Share Price
Growth (50%)
Minimum Maximum
£1,658k
£595k
£2,721k
36%
17%
100%
22%
64%
61%
21%
78%
Fixed pay SPP Share Price Growth
CFO – Charlie Rozes
£3,465k
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
102 IG GROUP HOLDINGS PLC Annual Report 2023
Illustrating the application of Remuneration
Policy
As a result of the Company’s remuneration
policy, a significant proportion of the
remuneration received by Executive Directors
depends on Company performance. The
charts above show how total pay for Executive
Directors varies under four different
performance scenarios: minimum, target,
maximum and maximum plus 50% share
pricegrowth:
Minimum: This comprises the fixed elements
of pay, being base salary and pension and
benefits allowance. Base salary and pension
and benefits allowance are effective as at
1 June 2023.
Target: This comprises fixed pay and the
target value of SPP (250% of salary for the
Chief Executive Officer and 200% of salary
other Executive Directors respectively).
FY23 Directors’ Remuneration Policycontinued
Maximum: This comprises fixed pay and the
maximum value of SPP (500% of salary for the
Chief Executive Officer and 400% of salary
other Executive Directors respectively).
Maximum + 50% share price growth: This
comprises fixed pay and the maximum value
of SPP (500% of salary for the Chief Executive
Officer and 400% of salary other Executive
Directors respectively) with 50% share price
growth applied to the portion of the SPP (70%
of total) which is delivered in shares.
No account has been taken of share price
growth (other than as stated), or of dividend
shares awarded.
Executive Directors’ service contracts
Executive Directors are employed under a
service contract with IG Group Limited (a
wholly-owned intermediate holding company)
for the benefit of the Company and the
Group. The period of notice for existing
Executive Directors does not exceed 12
months and, accordingly, Executive Directors’
employment contracts can be terminated on
up to a 12 months’ notice by either party. Our
intention is that the period of notice for any
new Executive Director would not exceed
12months.
In the event that the Company terminates an
Executive Director’s service contract other
than in accordance with the terms of their
contract, the Committee will act in the best
interests of the Company with the objective
that there is no reward for failure. All service
contracts are continuous, and contractual
termination payments relate to the unexpired
notice period.
On a Director’s departure, the Company may
at its sole discretion pay base salary and the
value of pension and benefits allowance that
would have been receivable in lieu of any
unexpired period of notice. In the event of
termination for gross misconduct, the
Company may give neither notice nor a
payment in lieu of notice. Where the
Company, acting reasonably, believes it may
have a right to terminate employment due to
gross misconduct, it may suspend the
Executive Director from employment on full
salary for up to 30 days to investigate the
circumstances prevailing.
The Company may place an Executive
Director on gardening leave for a period
up to the duration of the notice period.
During this time, the Executive Director
will be entitled to receive base salary and
their pension and benefits allowance. At
the end of the gardening leave period, the
Company may, at its discretion, pay the
Executive Director base salary, in lieu of the
balance of any period of notice given by
the Company or the Executive Director.
When considering payments in the event of
termination, the Remuneration Committee
takes into account individual circumstances.
Relevant factors include the reasons for
termination, contractual obligations and the
relevant incentive plan rules. When
determining any loss of office payment for a
departing Director, the Committee will always
seek to minimise the cost to the Company
while complying with the contractual terms
and seeking to reflect the circumstances in
place at the time.
The Committee reserves the right to make
additional payments where such payments
are made in good faith in discharge of
an existing legal obligation (or by way of
damages for breach of such an obligation);
or by way of settlement or compromise
of any claim arising in connection with
the termination of an Executive Director’s
office or employment (including payment of
reasonable fees for a departing director to
obtain independent legal advice in relation
to their termination arrangements and
nominal consideration for any agreement
to any contractual terms protecting the
Company’s rights following termination).
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
103IG GROUP HOLDINGS PLC Annual Report 2023
Copies of the Executive Directors’ service
contracts are available for inspection at the
Company’s Registered Office.
Sustained performance plan (SPP) awards
If a participant ceases to hold employment or
be a Director within the Group, or gives notice
of leaving, other than as a 'Good Leaver' they
forfeit any entitlement to receive further
awards. All unvested awards will lapse. 'Good
Leavers' are participants who cease to hold
employment or be a Director by reason of
their death, retirement, injury or disability,
transfer of their employment outside the
Group, or for any other reason at the
Committee’s discretion.
For the annual award component, 'Good
Leavers' would normally continue to be
eligible to receive an award for the year
in which they ceased employment. Such
award would normally be pro-rated based
on time in employment for the plan year
and would remain subject to performance.
Any unvested Awards would continue
to vest on the normal dates, unless the
Committee determines that they will vest
on an earlier date or dates. The Committee
retains the discretion to pro-rate unvested
awards if this is considered appropriate.
For the long-term award component,
unvested awards for 'Good Leavers' would
normally continue to vest on the original
vesting date, or, if the Committee so
determines, as soon as practicable after the
date of cessation. The extent to which awards
vest in these circumstances will be
determined by the Committee, taking into
account the extent to which any performance
conditions or performance underpins have
been satisfied, and, unless the Committee
determines otherwise, the proportion of the
performance period that has elapsed.
For both the annual award component and
long-term award component, any vested
conditions and performance underpins have
been satisfied, and, unless the Committee
determines otherwise, the proportion of the
performance period that has elapsed. For
both the annual award component and
long-term award component, any vested
awards which remain subject to the holding
period would normally be released to
participants in the event of a change
ofcontrol.
Where awards are granted in the form of
options, participants will normally have one
month following the change of control to
exercise their options.
Recruitment Remuneration 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 to lead the business. At
the same time, the Committee would
intend to pay no more than it believes is
necessary to secure the required talent
New Executive Directors will normally
receive a base salary, pension and benefits
in line with the policy described on page 97
and will also be eligible to join the incentive
plans up to the limits set out in the Policy
In addition, the Committee has discretion
to include any other remuneration
component or award which it feels is
appropriate taking into account the
specific circumstances of the recruitment,
subject to the limit on variable
remuneration set out below. The key terms
and rationale for any such component
would be disclosed as appropriate in the
Directors’ Remuneration Report for the
relevant year
awards which remain subject to the holding
period would be released to participants in
line with the original timescales of the award,
unless the Committee determines that they
will be released on an earlier date or dates.
For plan contributions which relate to periods
up to and including the financial year
2019/20, any unvested awards in the
participant’s plan account will vest one third
following the end of the plan year of cessation
of employment and thereafter the remaining
balance in equal parts on the first and second
anniversary of such first payment, unless the
Committee determines that they will vest on
one or more earlier dates.
Where Awards are granted in the form of
options, any vested awards already held at the
time of cessation of employment will remain
exercisable for a period of 12 months. Awards
that vest following cessation will be capable of
being exercised for a period of 12 months
following vesting. The exception is when
dismissal has been for misconduct, in which
case such awards lapse in full.
Change of control
The Executive Directors’ contracts service do
not provide for any enhanced payments in the
event of a change of control of the Company
nor for liquidated damages. For the annual
award component of the SPP, Executive
Directors may continue to receive an award
for the financial year in which the change of
control occurs. Any award would normally be
pro-rated based on the portion of the year
prior to the change of control, unless the
Committee determines otherwise. Any
unvested annual award component awards
will normally vest in the event of a change of
control. For the long-term award component,
unvested awards would normally vest in the
event of a change of control. The extent to
which awards vest in these circumstances will
be determined by the Committee, taking into
account the extent to which any performance
Where an individual forfeits outstanding
variable pay opportunities or contractual
rights at a previous employer as a result of
appointment, the Committee may offer
compensatory payments or awards, in
such form as the Committee considers
appropriate, taking into account all
relevant factors including the form of
awards, expected value and vesting
timeframe of forfeited opportunities.
When determining any such 'buyout', the
guiding principle would be that awards
would generally be on a 'like-for-like' basis
unless this is considered by the Committee
not to be practical or appropriate
The maximum level of variable
remuneration which may be awarded
(excluding any 'buyout' awards referred to
above) in respect of recruitment is 500% of
salary, which is in line with the current
maximum limit under the SPP
Where an Executive Director is required to
relocate to take up their role, the
Committee may provide assistance with
relocation (either via one-off or ongoing
payments or benefits)
In the event that an internal candidate is
promoted to the Board, legacy terms and
conditions would normally be honoured,
including any accrued pension
entitlements and any outstanding
incentiveawards
To facilitate any buyout awards outlined
above, in the event of recruitment the
Committee may grant awards to a new
Executive Director relying on the
exemption in the Listing Rules which allows
for the grant of awards to facilitate, in
unusual circumstances, the recruitment of
an Executive Director, without seeking
prior shareholder approval or under any
other appropriate Company incentive plan
FY23 Directors’ Remuneration Policycontinued
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
104 IG GROUP HOLDINGS PLC Annual Report 2023
Chair and Non-Executive Directors
The table below summarises each element of the remuneration policy applicable to the Chair and the Non-Executive Directors.
Purpose and link to strategy Operation Opportunity
To attract and retain Non-Executive
Directors of appropriate calibre
andexperience.
The Remuneration Committee determines the fee for the Chairman
(without the Chairman present).
The Board is responsible for setting Non-Executive Directors’ fees.
The Non-Executive Directors are not involved in any discussions or
decisions by the Board about their own remuneration.
Fees are set taking into account the time commitment required to
fulfil the role and typical practice at other similar companies.
Fees are within the limits set by the Articles of Association and take
account of the commitment and responsibilities of the relevant role.
The Chairman receives a single fee to cover all Board duties.
Non-Executive Directors receive a fee for carrying out their duties.
They may receive additional fees if they chair the Board Committees,
and for holding the post of Senior Independent Director. Additional
fees may be paid for additional roles or time commitments if
considered appropriate.
Committee membership fees may be paid.
Reasonable costs in relation to travel and accommodation for
business purposes are reimbursed to the Chair and Non-Executive
Directors. The Company may meet any tax liabilities that may arise
on such expenses.
The Chair and Non-Executive Directors do not receive a pension and
benefits allowance or participate in incentive schemes.
Benefits may be introduced if considered appropriate.
Details of current fee levels are set out in the Annual Report
on Remuneration.
Non-Executive Directors do not have service contracts; they are engaged by Letters of Appointment. Each Non-Executive Director is appointed for an initial term of three years subject to
re-election, but the appointment can be terminated on three months’ notice.
Consideration of shareholder views
As part of its review of remuneration policy undertaken during the year the Committee consulted in detail with a number of our top shareholders and proxy agencies to explain the changes
proposed and their rationale. Shareholder feedback was very important in helping us shape the proposed Policy, with a number of iterations being made to initial proposals to take into account
shareholder views. The Committee was pleased with the level of support received for the changes. The Committee will continue to engage with shareholders in relation to remuneration
arrangements.
Consideration of employment conditions elsewhere in the Company
In setting the remuneration of the Executive Directors, the Committee takes into account the overall approach to reward for employees in the Company. The Group operates in a number of
different environments, and has many employees who carry out diverse roles across a number of countries. All employees, including Directors, are paid by reference to the market rate, and base
salary levels are reviewed regularly. When considering salary increases for Directors, the Committee takes into account pay and employment conditions across the wider workforce. However, no
remuneration comparison measurements have been utilised to date. The Committee does not formally consult with employees on the executive remuneration policy. The Committee is
periodically updated on pay and conditions applying to employees across the Company.
FY23 Directors’ Remuneration Policycontinued
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
105IG GROUP HOLDINGS PLC Annual Report 2023
This report has been prepared in accordance with the Companies Act 2006, Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008
(asamended in 2013, 2018 and 2019) and the FCA’s Listing Rules. The Directors’ Remuneration Report, excluding the Policy, will be subject to an advisory shareholder vote at the AGM on
20 September 2023.
This part of the report includes a summary of how we implemented the Policy in FY23 and how we intend to implement the new Policy in FY24, subject to approval of the new Policy at the AGM.
The parts of the report that are subject to audit have been marked.
Implementation of Remuneration Policy in FY24
The following sections provides details of how the Directors’ Remuneration Policy will be implemented for FY24.
Component Operation
Base salary Base salaries for the CEO, CFO and COO will be increased by 4.5% from 1 June 2023. This increase is below the 6.2% average increase awarded to the wider UK workforce.
Base salaries are as follows:
CEO – £661,500 (4.5% increase)
CFO – £531,500 (4.5% increase)
COO – £441,500 (4.5% increase)
Pension and
benefits allowance
Pension and benefits allowances for Executive Directors are set at 12% of base salary which is in line with allowances available to the wider workforce in the UK.
Executive Directors will be eligible to participate in any all employee share incentive plans on the same basis as other employees.
Annual Report on Remuneration
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
106 IG GROUP HOLDINGS PLC Annual Report 2023
Component Operation
Sustained
Performance Plan
(SPP)
For FY24 onwards the maximum plan contribution will continue to be 500% of salary for the CEO and 400% of salary for other Executive Directors.
For FY24 onwards the SPP award will be structured as follows:
Annual award component (85% of overall award)
30% of the overall award on adjusted earnings per share (EPS) performance
15% on relative Total Shareholder Return (TSR) compared to the FTSE 250 (excluding investment trusts), measured based on performance from 1 June 2021 to
31 May 2024
20% of the overall award on revenue diversification (subject to an underpin)
20% of the overall award on non-financial strategic and operational measures including ESG measures
Long-term award component (15% of overall award)
15% of the overall award on relative Total Shareholder Return (TSR) compared to the FTSE 250 (excluding investment trusts), measured based on performance from 1 June
2023 to 31 May 2026.
Performance for Adjusted EPS, revenue diversification and non-financial strategic and operational measures will be assessed over the financial year to 31 May 2024.
The relative TSR element of the annual award component (15% overall) will be assessed on a trailing basis over the three-year period from 1 June 2021 to 31 May 2024, in
line with the approach previously used. The relative TSR element under the long-term award component (15% of the total) will be assessed with reference to performance in
future years over the three-year period from 1 June 2023 to 31 May 2026. This is a transitionary approach which will only apply to the FY24 SPP to ensure that performance
in the interim years is fairly rewarded. For the FY25 SPP onwards TSR performance will be measured solely on a future years basis, with the weighting of the long-term
component increased to 30%.
Targets for Adjusted EPS, revenue diversification and non-financial measures are considered to be commercially sensitive and therefore have not been disclosed at this
time. The Committee’s intention is that these targets will be disclosed in next year’s Annual Remuneration Report.
Further details on performance measures are provided below.
Any SPP award earned in respect of FY24 will be paid as follows:
Annual award component
35.5% of the annual award component in cash in July 2024;
23.5% of the annual award component in shares awarded in July 2024, released in July 2027 (subject to an additional six-month retention period in line with the regulatory
requirements under the IFPR); and
41% of the annual award component in shares awarded in July 2024, vesting in July 2026 and then subject to a two-year holding period.
Long-term award component
Fully in shares awarded in September 2023, vesting in September 2026 and then subject to a two-year holding period to September 2028.
The Remuneration Committee retains discretion to scale back the vesting of awards if the underlying performance of the participant and/or the Group does not justify the
payout of the award.
Annual Report on Remunerationcontinued
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
107IG GROUP HOLDINGS PLC Annual Report 2023
Component Operation
Shareholding
guidelines
Executive Directors are expected to build shareholdings of at least 200% of base salary.
Executive Directors will be expected to maintain a minimum shareholding to 200% of salary (or actual shareholding if lower) for two years following stepping down as an
Executive Director. This guideline applies to shares that are released from the SPP on or after the adoption of the Policy. Any shares purchased by the executives will not be
subject to the guideline
Further details on performance measures
Metrics Rationale and link to the strategic KPIs Further details
Annual award component
TSR relative to the
FTSE 250 (excluding
investment trusts)
–measured on a
trailing basis
15% weighting
TSR measures the total return to the Company’s shareholders, both through share
price growth and dividends paid, and as such it is aligned to shareholder interests.
TSR is influenced by how well the Group performs on a range of other metrics,
including financial indicators such as revenue, profit, cash generation and
dividends, and non-financial indicators such as client satisfaction operational
performance ESG metrics and the progress on the strategic execution.
Trailing TSR will be assessed over the period 1 June 2021 to 31 May 2024.
25% of this portion will be awarded for median performance with 100% of this
portion being awarded for upper quartile performance (straight-line assessment
in between).
Adjusted EPS
30% weighting
Adjusted EPS is a key indicator of the profits generated for shareholders, and a
reflection of both revenue growth and cost control.
Adjusted EPS targets will be assessed based on performance for the year ending
31May 2024.
The Committee sets Adjusted EPS targets taking into account relevant factors
including Board-approved budget, market consensus expectations and historical
targets.
Payouts start to accrue for reaching threshold levels of performance with 100% of
this portion being awarded for the achievement of maximum performance.
Revenue
diversification
20% weighting
Revenue diversification is a key measure of the successful delivery of IG’s strategy
to diversify its earnings and create long-term, sustainable shareholder value.
The Committee will assess revenue diversification targets based on performance for
the year ending 31 May 2024.
The Committee sets revenue targets as absolute monetary values taking into
accounts the Board approved four-year plan. Only organic revenue growth qualifies.
For FY24, the following business areas will be included in the metric:
IG’s US business (all products)
IG’s business in Japan (all products)
Non-OTC revenue streams in all other geographies
Payouts start to accrue for reaching threshold levels of performance with 100% of
this portion being awarded for the achievement of maximum performance.
Annual Report on Remunerationcontinued
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
108 IG GROUP HOLDINGS PLC Annual Report 2023
Metrics Rationale and link to the strategic KPIs Further details
Revenue
diversification
continued
Underpin
As part of its assessment of the formulaic outcome following year end, the
Committee will consider performance in a number of additional metrics in order to
satisfy itself that revenue growth in these areas has been sustainable and in the
long-term interests of shareholders. These metrics may include:
Longer-term profit or operating margin (including by product types)
Number of clients and/or client segments
Revenue per client and/or client segment
Client retention (including by product types)
Revenue type
Based on this assessment, the Committee will retain discretion to modify the
formulaic outcome if considered appropriate.
Non-financial strategic and operational performance schemes (20% weighting)
The non-financial metrics are specifically designed to measure factors important to IG in continuing to operate on a profitable and sustainable basis for the long term. These goals include a
number of objectives which are focused on our sustainability agenda both from an environmental, people and societal perspective. Non-financial measures have been grouped into three
categories: strategic enablers (50%); people, culture and community (including diversity and inclusion) (25%); and client experience (25%).
When assessing the non-financial metrics, the Committee deliberately separates the assessment from any review of financial performance, viewing them both as important, but recognising
they are assessed and rewarded separately. This is to ensure that management are incentivised to deliver in-year non-financial milestones which are important to maintaining sound operations,
protecting our intangible assets, and thereby delivering profit and shareholder value in the future.
Strategic enablers
1
50% weighting
Driving the longer-term diversification, growth and strategic direction by measuring progress against key initiatives that will deliver on our purpose to power the pursuit
of financial freedom for the ambitious. FY24 measures include targets related to the performance of the US, Japan, and European ETD businesses.
People, culture and
community
(including diversity
and inclusion)
1
25% weighting
Considers the culture of the business and development of our people to create an attractive workplace to work for ambitious colleagues. For FY24, measures include
targets related to people engagement, diversity, societal contribution and the control environment.
Client experience
25% weighting
1
The short and longer-term development of client-focused initiatives to provide an outstanding client experience to champion our growing and diverse client base.
ForFY24 measures include targets related to customer satisfaction and retention and service performance.
Annual Report on Remunerationcontinued
1 At IG we believe that in order to deliver sustainable progress it is important that a focus on ESG is embedded through the business strategy and its operation. In keeping with this we have embedded ESG-aligned metrics in the ‘strategic enablers’, ‘people, culture and community’
and ‘client experience’ sections of our non-financial metrics. For example, diversity and inclusion, business ethics and information security. ESG-aligned measures will account for at least 15% of the overall SPP
Introduction Strategic Repot Governance Repot
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Shareholder and
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109IG GROUP HOLDINGS PLC Annual Report 2023
Metrics Rationale and link to the strategic KPIs Further details
Long-term award component
TSR relative to the
FTSE 250 (excluding
investment trusts) –
measured on a
future years basis
15% weighting
Same as trailing relative TSR. Future years TSR will be assessed over the period 1 June 2023 to 31 May 2026.
25% of this portion will be awarded for median performance with 100% of this
portion being awarded for upper quartile performance (straight-line assessment
inbetween).
Annual Report on Remunerationcontinued
Chair and Non-Executive Directors
For FY24, the fees for the Chair and Non-Executive Director base fee have been increased by
4.5%. This increase is below the 6.2% average increase awarded to the wider UK workforce.
Other additional fees are unchanged.
The fees from 1 June 2023 are as follows:
Non-Executive Director base fee – £68,500
Committee Chairs (other than the Nomination Committee) – £25,000
Senior Independent Director – £15,000
Committee membership fees (excluding the Nomination Committee and the Group Board
Chair) – £3,000
North American Board Chair – £65,000
North American Board member – £25,000
Chair fee – £315,500
Taking into account the additional responsibilities and time commitment, an additional fee of
£65,000 applies for the Chair of the North American Board and an additional fee of £25,000
applies for being a member of the North American Board. The Chair of the North American
Board also receives an additional £20,000 per annum to compensate for time spent in travel to
attending Board meetings. Board Non-Executive Directors required to travel a significant
distance to attend Board meetings receive an additional £20,000 per annum to compensate
for time spent travelling.
Executive Directors’ service contracts
Executive Directors are employed under a service contract with IG Group Limited (a wholly-
owned intermediate holding company) for the benefit of the Company and the Group. A copy
of the service agreements are available for inspection at the Company’s registered address.
The dates on which service contracts are entered into and notice periods are as follows:
June Felix – 30 October 2018 (12 months’ notice from either party)
Charlie Rozes – 1 June 2020 (12 months’ notice from either party)
Jon Noble – 22 May 2018 (12 months’ notice from either party)
Non-Executive Directors’ letters of appointment
Non-Executive Directors do not have service contracts; they are engaged by letters of
appointment. Each Non-Executive Director is appointed for an initial term of three years
subject to re-election, but the appointment can be terminated on three months’ notice.
Non-Executive Directors may receive reimbursement for business expenses incurred in the
course of their duties, including tax therein if applicable.
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
110 IG GROUP HOLDINGS PLC Annual Report 2023
Implementation of Remuneration Policy in FY23
Total single figure of remuneration – Executive Directors (audited)
Name of Director Year
Fees/basic salary
£000
Benefits
allowance/
benefits
1,2
£000
Pension
£000
Total fixed pay
£000
Buy-out awards
3
£000
Contribution to SPP account
4
Total
£000
Vested element
£000
Deferred element
£000
Total variable pay
£000
J Felix 2023 633 94 – 727 – 698 1,630 2,328 3,055
2022 615 76 – 691 – 866 2,022 2,888 3,579
C Rozes 2023 509 56 5 570 – 449 1,047 1,496 2,066
2022 494 55 4 553 230 557 1,299 2,086 2,639
J Noble 2023 423 46 5 474 – 373 870 1,243 1,717
2022 400 44 4 448 – 451 1,052 1,503 1,951
1 Benefits can include dental cover, income protection cover, life assurance and private medical cover. It was agreed under the updated Remuneration Policy for FY21 that, where appropriate, the Company may provide support to Executive Directors in the preparation of their tax
returns. Assistance was provided to J Felix and these costs came to £16,000 (including any applicable tax costs). J Felix, C Rozes and J Noble and received a flexible benefits and pensions allowance of 12% of base salary less any benefits taken. Executives have the option to receive
part, or all, of their pension and benefits entitlement in cash
2 The 2022 and 2023 benefits figure for J Felix include the £1.8k of matching shares J Felix received as a participant in the all employee share-incentive plan
3 As disclosed in the 2020 Annual Report, C Rozes forfeited a number of share awards which the Company bought out on a like-for-like basis. For details of the portion of the buyout award which vested in June 2022 please refer to p90 of the Annual Report 2022
4 Figures provided are the values of the SPP contributions in respect of performance for the period ending 31 May 2023 (i.e., plan year 10). The vested element is the proportion of the plan year contribution for the relevant period that is paid in cash shortly following the end of the
financial year (30% of the total amount). The deferred element is the proportion that is awarded in share options that will be released 20% of the total amount in July 2026 and 50% of the total amount in July 2027, both subject to continued employment. Details of SPP awards held in
the plan account related to awards for prior years are provided in the Other share awards outstanding table on page 114. As awards are included based on their value at the date of grant, no portion of the award disclosed is attributable to share price growth and the Committee did
not exercise discretion in relation to share price
Annual Report on Remunerationcontinued
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
111IG GROUP HOLDINGS PLC Annual Report 2023
Total single figure of remuneration – Non-Executive Directors (audited)
Name of Director Year
Fees
2,3
£000
Benefits
4
£000
Total
£000
M McTighe 2023 302 – 302
2022 302 – 302
J Moulds 2023 109 – 109
2022 109 – 109
R Bhasin 2023 72 – 72
2022 72 – 72
A Didham 2023 97 – 97
2022 97 – 97
Wu Gang 2023 69 – 69
2022 69 – 69
S-A Hibberd 2023 97 – 97
2022 97 – 97
M Le May 2023 157 24 181
2022 114 4 118
S Skerritt
1
2023 114 14 128
2022 83 14 97
H Stevenson 2023 94 – 94
2022 94 – 94
1 S Skerritt joined the Board on 9 July 2021. Remuneration for FY22 is shown from this date
2 Other than in respect of the Chair, basic Non-Executive Director fees were £65,500 per annum in FY23 (no change from FY22) with an
additional £25,000 paid for chairing a Board Committee (other than the Nomination Committee) and £3,000 for membership of a
Committee (excluding the Nomination Committee). The Senior Independent Director also receives an additional fee. With effect from
1 November 2021, taking into account the additional responsibilities and time commitment, an additional fee of £65,000 was
introduced for the Chair of the North American Board and an additional fee of £25,000 was introduced for being a member of the North
American Board. The Chair of the North American Board also receives an additional £20,000 per annum to compensate them for the
additional time spent in travel to attending Board meetings
3 S Skerritt receives an additional £20,000 per annum to compensate her for the additional time spent in travel attending Group
Boardmeetings
4 Certain Non-Executive Directors’ expenses relating to the performance of a Director’s duties, such as travel to and from Company
meetings and related accommodation, have been classified as taxable benefits. In such cases, the Company will ensure that the
Director is kept whole by settling the expense and any related tax. The figures shown include the cost of the taxable benefit plus the
related personal tax charge
Annual Report on Remunerationcontinued
Sustained performance plan (SPP)
Determination of SPP contribution for FY23 (audited)
Performance targets for plan year 10 (FY23) comprised Adjusted EPS targets, TSR and non-
financial measures. TSR performance was measured over the three-year period from 1 June
2020 to 31 May 2023, and Adjusted EPS and non-financial measures over the financial year
ending 31 May 2023.
Performance
measure Weighting
Threshold
(25% payout for
TSRand 0% for
Adjusted EPS)
Target
(50% payout
for Adjusted
EPS only)
Maximum
(100% payout)
Actual
performance
Percentage of
maximum award
to Directors
Adjusted EPS 55% 76.7p 85.22p 98.0p 94.7p 87%
1
TSR 25% Median
ranking
N/A Upper
quartile
ranking
+18.8% TSR
77th out
of 154
companies
25.9%
Non-financial 20% 0% N/A 100% 96% of
maximum
awarded
(see below
for details)
96%
Total 100% 73.55%
1 Straight line vesting occurs between threshold and target (85.22p) and between target and maximum
The maximum award for the CEO role is 500% of basic salary, with all other Executive Directors
being eligible for a maximum award of 400% of basic salary.
Performance measures: how these are set, and a review of performance for FY23
Adjusted EPS (55% weighting)
At the start of the financial year, the Committee established an Adjusted EPS range in order to
measure the performance and determine the payouts under the SPP. In doing this, the
Committee took into account a number of relevant factors, including the Board-approved
budget and market consensus expectations.
Adjusted EPS performance for FY23 was 94.7 pence, which is ahead of internal and external
expectations of performance at the start of the year. Adjusted EPS is significantly ahead of our
performance for FY20 and prior years, demonstrating that the Group has maintained its strong
performance and growth over the last three years.
TSR (25% weighting)
TSR performance is assessed against the FTSE 250 (excluding investment trusts). 25% of this
element is awarded for median performance with the full portion being awarded for upper
quartile performance or above with straight-line vesting in between.
Introduction Strategic Repot Governance Repot
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112 IG GROUP HOLDINGS PLC Annual Report 2023
For the award to be granted in respect of the year to 31 May 2023, TSR was measured over the
three-year period from 1 June 2020 to 31 May 2023. Actual TSR performance for the three-
year period was 18.8% (FY22: 74.9%). TSR was positioned just above the median compared
tothe comparator group over the three-year period and therefore 25.9% of this element will
beawarded.
Non-financial measures (20% weighting)
The Committee approved a series of non-financial measures comprising strategic enablers,
client experience and people and culture during the year ended 31 May 2023. These measures
are also used for determining a portion of the staff general bonus pool.
An average of the performance under the specific objectives resulted in an overall assessment
of 96% (FY22: 95%) of the potential payout under this element.
The table below provides details of the individual measures considered and their performance
assessment for the year ended 31 May 2023.
Component Detail FY23 outcome
Strategic
enablers
50% weighting
IG demonstrated strong progress in contributing to its growth
and diversification targets. tastytrade launched their first major
brand campaign, which delivered a significant beat on web
traffic projections and search interest for, and supported an
increase in aided brand awareness exceeding targets. Spectrum
met the target to launch two new products through two new
issuers, but missed the stretch goal to add a third product.
tastycrypto released the digital wallet on time in the US. From
asocial and environmental perspective, the Group maintained
its carbon neutral status, continued to improve accuracy of
reporting on emissions, and met internal delivery targets for
ouraccessibility and vulnerable client initiatives.
96%
Client
experience
25% weighting
IG maintained high customer satisfaction during a more
challenging external environment. Average CSAT scores were
held and NPS was improved, both higher than externally-tracked
benchmarks. The Group slightly missed its target to reduce
significantly the friction points in the payments user journeys,
but performed on target for holding new client retention in line
with previous years.
93%
People and
culture
25% weighting
IG demonstrated strong progress in developing our people and
culture in FY23. The Group met its internal D&I target for female
representation and increased employee engagement to 87%
ina period when most firms' engagement fell. The Group
exceeded its internal volunteering and participation target as
part of our social contribution commitments.
98%
Annual Report on Remunerationcontinued
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
113IG GROUP HOLDINGS PLC Annual Report 2023
Overall summary
The Committee believes that the formulaic outcome of the FY23 SPP is appropriate in the context of overall business performance and that no discretion will be applied to the outcome. Based
on the performance for FY23, we will grant awards under the SPP at 73.55% of the maximum potential payout to the Executive Directors after the announcement of the results. Of this, 30% will
be delivered in cash, with 20% award in share options vesting in July 2026 and 50% awarded in share options vesting July 2027. The actual number of shares that will be contributed to a Director’s
plan account will be based on the ten-day average share price immediately prior to grant.
Since its introduction ten years ago, the average payout under the SPP is 66.9% of the maximum. The Committee considers that the outcomes under the SPP are a fair reflection of performance
delivered, and that they are aligned with value achieved for shareholders over this period.
Financial year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
10-year
average
SPP contribution (% maximum) 54.0% 41.0% 90.0% 27.0% 80.0% 18.6% 97.2% 93.4% 94.0% 73.6% 66.9%
Awards granted during FY23 (audited)
The SPP awards granted during FY23 in respect of performance to 31 May 2022 (plan year 9) are as follows:
Contribution Number of
options in the plan
account after plan
year 9
contribution
3
Number of
options vested
and exercised
during the year
4
Number of
options lapsed
Number of
options in the plan
account at the
end of the year% of salary
1
Value of options
awarded
Number of
options awarded
2
J Felix 470% £2,021,701 254,847 694,228 71,590 – 622,638
C Rozes 376% £1,298,886 163,732 308,071 – – 308,071
J Noble 376% £1,051,916 132,600 414,501 56,998 – 357,503
1 30% of the award is delivered in cash following the end of the plan year. The remaining 70% of the award is delivered in nominal cost options (the number and value of which are shown above)
2 The number of options contributed to the plan account was based on the ten-business-day average share price immediately post the announcement date of the Group’s results for the year ended 31 May 2022 of 793.3 pence per share. Awards were granted in the form of nominal
cost options and are subject to continued employment. The release of shares is subject to the satisfaction of the underlying financial performance to be tested in the final year of the plan. Full details of performance targets applied to the FY22 SPP awards and the assessment of
performance against targets are set on out pages 92 and 93 of Annual Report 2022
3 In addition to the awards made in respect of plan year 9, this also includes the brought forward number of options in the plan account from plan years 1 to 7 (where relevant) with its respective accrued dividend shares
4 All options were exercised on the same day. The closing share price on 4 August 2022, the date of exercise, was 818 pence and the exercise price of the share options was 0.005 pence
The SPP has now reached the end of its ten-year life. For awards granted in respect of years up to and including the financial year ending 31 May 2020 (plan years 1 to 7), in accordance with the
scheme rules 50% of the cumulative awards in the plan account will vest in July 2023, with a further 25% released in both July 2024 and July 2025. Awards granted in relation to plan years from
FY21 onwards will continue to vest according to their normal payout schedule following the termination of the SPP.
Buyout awards for C Rozes (audited)
On leaving his previous role, C Rozes forfeited a number of share awards which the Company bought out on a like-for-like basis. All awards were granted by the Company on 6 August 2020 and
were in the form of nominal cost options. Part of C Rozes’ buyout was in the form of nil-cost options which vested in equal tranches subject to continued employment on 1 May 2021, 1 May 2022
and 1 May 2023. The final tranche of the award granted in respect of the nil-cost options resulted in 2,179 shares vesting, with an additional 390 shares accrued in respect of dividends.
Annual Report on Remunerationcontinued
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114 IG GROUP HOLDINGS PLC Annual Report 2023
Awards to be granted in respect of FY23
SPP awards for FY23 will be delivered 30% in
cash after the announcement of results for
FY23, 20% in share options released in July
2026 and 50% in share options released in
July2027.
Details of the 70% of the SPP award due to be
awarded in shares, using an estimate of the
options to be granted in respect of plan year
10 (i.e., performance to 31 May 2023), are set
out below:
Event
Plan contribution in respect
ofperiodended 31 May
2023 (estimated number of
options)
1
J Felix Plan year 10 242,485
C Rozes Plan year 10 155,834
J Noble Plan year 10 129,478
1 Executive Directors will be granted awards, in respect of 70% of
the amount earned, for plan year 10 following the
announcement of results for the year ended 31 May 2023 on
20 July 2023. The share price used to calculate the number of
awards to be granted will be the ten-day average share price
after this date. As the actual average share price is not known at
the time of signing of the Annual Report, the above number of
awards has been estimated using a share price of 672 pence,
being the share price on 31 May 2023. Share awards have an
exercise price of 0.005 pence
Annual Report on Remunerationcontinued
Other share awards outstanding (audited)
Award date
Share price at
award date
Number as at
31 May 2022
Number awarded
during the year
Number lapsed
during the year
Number released
during the year
Number
outstanding at
31 May 23
J Felix
SIP: matching shares 6 Aug 19 565.29p 318 0 0 318 0
SIP: matching shares 6 Aug 20 743.66p 242 0 0 0 242
SIP: matching shares 5 Aug 21 909.24p 198 0 0 0 198
SIP: matching shares 4 Aug 22 815.38p 0 221 0 0 221
Total 758 221 0 318 661
Award date
Share price at
award date
Number as at
31 May 2022
Number awarded
during the year
Number lapsed
during the year
Number released
during the year
Number
outstanding at
31 May 23
J Noble
SIP: matching shares 6 Aug 19 565.29p 318 0 0 318 0
Total 318 0 0 318 0
Award date
Share price at
award date
Number as at
31 May 2022
Number awarded
during the year
Number lapsed
during the year
Number of
dividend
equivalents added
at vesting
Number vested
during the year
Number
outstanding at
31 May 23
C Rozes
1
Buyout award
2
6 Aug 20 734.00p 35,616 0 2,244 3,828 37,200 0
Buyout award
3
6 Aug 20 734.00p 2,179 0 0 390 2,569
4
0
Total 37,795 0 2,244 4,218 39,769 0
1 On leaving his previous role, C Rozes forfeited a number of share awards which the Company has bought out on a like-for-like basis. For details of these awards see the 2020 Annual Report
2 An award of performance shares vesting on 30 June 2022 to the same extent as the average vesting outcome for the financial years ending 31 May 2021 and 31 May 2022 of awards granted under the
IGGroup sustained performance plan which was 93.7% of maximum. This resulted in 33,372 shares vesting, with an additional 3,828 shares accrued in respect of dividends
3 An award of restricted shares vesting in equal tranches on 1 May 2021, 1 May 2022 and 1 May 2023 (subject to continued employment)
4 The closing share price on 2 May 2023 (markets were closed on 1 May 2023), the date restrictions lifted, was 718.5 pence
Introduction Strategic Repot Governance Repot
Financial Statements
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Company Information
115IG GROUP HOLDINGS PLC Annual Report 2023
Table of Directors’ share interests (audited)
Legally owned
1
Share with
performance
conditions
Share options
without
performance
conditions
2,3
Total
% of salary held under
shareholdingpolicy
4
31 May
2022
31 May
2023
Vested but
unexercised
31 May
2023 % salary
Executive Directors
J Felix 318,628 368,876 – 623,299 – 992,175 743%
C Rozes 48,120 73,662 – 308,071 – 381,733 313%
J Noble 83,207 83,525 – 357,503 – 441,028 434%
Non-Executive Directors
M McTighe 6,600 6,600 – – – 6,600 –
J Moulds 100,000 100,000 – – – 100,000 –
R Bhasin – – – – – – –
A Didham 4,894 4,894 – – – 4,894 –
S-A Hibberd – – – – – – –
Wu Gang – 1,300 – – – 1,300 –
M Le May – – – – – – –
S Skerritt – – – – – – –
H Stevenson – – – – – – –
1 This figure includes partnership shares that are purchased as part of the Group’s share-incentive plan (SIP) which are not subject to vesting conditions
2 These figures include the number of matching shares held at 31 May 2023 as part of the Group’s SIP, which will vest after three years from the respective award date, as long as employees remain employed by the Group
3 This figure excludes awards under the SPP scheme for performance year ending 31 May 2023, which will be granted following the announcement of the Group’s results on 20 July 2023. The awards held in the SPP plan account include those in respect of plan years 1 to 9 as at
31 May 2023
4 Calculated as total shares owned as a percentage of salary on 31 May 2023 including the unvested shares held within the SPP on a net of tax basis at the closing mid-market share price of 672 pence on 31 May 2023
Under the share ownership policy, the Executive Directors are expected to hold shares to the value of a minimum of 200% of base salary. Shares owned by the Executive Directors as well as
unvested SPP share options (on a net of tax basis) count towards this guideline. It is expected that this guideline is achieved within five years of the date of appointment.
There have been no changes to any of the Directors’ share interests between 31 May 2023 and the date of this report.
The awards to be made under the Company’s SPP in respect of the performance period ending on 31 May 2023 are not included in this table (see page 110 for details).
Annual Report on Remunerationcontinued
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116 IG GROUP HOLDINGS PLC Annual Report 2023
Payments to past Directors (audited)
No payments were made to past Directors in the year.
Payments for Loss of Office (audited)
No payments for loss of office were made to past Directors in the year.
Change in Directors’ remuneration compared to Group UK employees
The table below sets out the percentage change in remuneration for each of the Directors and UK Group employees over each of the last three years. There are no employees in IG Group
Holdings plc, and therefore we have voluntarily disclosed the change in remuneration for UK Group employees.
FY21/FY20 FY22/FY21 FY23/FY22
Base salary
% change
Taxable benefits
% change
Performance-
related
remuneration
% change
Base salary
% change
Taxable benefits
% change
Performance-
related
remuneration
% change
Base salary
% change
Taxable benefits
% change
Performance-
related
remuneration
% change
Executive Directors
J Felix 1.7% (21%) (2.3%) 0.7% (12.9%) 1.4% 3.0% 24.0% (19.4%)
C Rozes
1
– – – 0.7% (1.7%) 1.4% 3.0% 5.1% (19.4%)
J Noble 1.7% 1.7% (2.3%) 6.3%
2
7.3% 6.7% 5.8% 6.3% (17.3%)
Non-Executive Directors
M McTighe 300.0% – – 0.7% – – 0.0% – –
J Moulds (39.0%) – – 0.68% – – 0.0% – –
R Bhasin
3
– – – 14.2% – – 0.0% – –
A Didham 72.0% – – 19.7% – – 0.0% – –
S-A Hibberd 32.0% (100.0%) – 3.1% – – 0.0% – –
Wu Gang
4
– – – 53.0% – – 0.0% – –
M Le May (23.0%) – – 44.3% – – 37.7% 600.0% –
S Skerritt
5
– – – – – 8.4% – –
H Stevenson 614.0% – 9.3% – – 0.0% – –
Group UK employees
6
10.0% 10.0% 17.0% 12.0% 12.0% 33.0% 2.2% 2.8% (31.0%)
1 C Rozes joined the Board on 1 June 2020
2 J Noble salary change percentage restated from FY22 annual report
3 R Bhasin joined the Board on 6 July 2020
4 Wu Gang joined the Board on 30 September 2020
5 S Skerritt joined the Board on 9 July 2021
6 Employee group consists of individuals employed by IG Index Limited the main UK employing entity as IG Group Holdings plc does not have any employees. Median employee salary, benefits and bonus have been calculated on a full-time equivalent basis. Salary and benefits are
calculated as at 31 May, bonus is that earned during the year ending 31 May
Annual Report on Remunerationcontinued
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
117IG GROUP HOLDINGS PLC Annual Report 2023
Relative importance of spend on pay
The following table sets out the shareholder distributions, which include dividends and share
buybacks by the Company during the financial year and overall spend on pay over the past
financial year:
2023
£m
2022
m
Percentage
change
Shareholder distributions 363.4 182.2 95%
Employee remuneration costs 248.6 214.2 16%
As the table shows, there has been a significant increase in shareholder distributions in 2023.
This increase is a result of the Company returning more capital to shareholders via our share
buy back program in line with our published capital allocation framework.
CEO to all employees pay ratio
The CEO’s total remuneration as a ratio against the full-time equivalent remuneration of
UKemployees is detailed in the table below:
Year Method
25th percentile
pay ratio Median pay ratio
75th percentile
pay ratio
2023 A 43:1 31:1 22:1
2022 A 50:1 36:1 25:1
2021 A 55:1 40:1 29:1
2020 A 65:1 46:1 34:1
The Company has calculated the ratio in line with the reporting regulations using ‘Option A’
(determine total full-time equivalent remuneration for all UK employees for the relevant
financial year; rank the data and identify employees whose remuneration places them at the
25th, 50th and 75th percentile). We have used Option A as we believe it provides the most
consistent and comparable outcome. Data used to determine the pay ratios was taken as at
31 May 2023 and any part-time employees’ salary and bonus have been pro-rated to convert
them into a full-time equivalent.
Base
salary
Total
remuneration
25th percentile £55,000 £71,850
50th percentile £79,150 £99,598
75th percentile £102,000 £136,990
The CEO pay ratio has been rounded to the nearest whole number. The ratios for FY23 are
lower than FY22 and FY21, which reflects the lower SPP outturn for FY23 (since the CEO’s
package comprises of a larger proportion of at risk, variable pay) and the increase in salaries
applied to UK employees during FY23 (which was higher than that awarded to the CEO). The
Company believes the median pay ratio is consistent with its reward policies for the Company’s
UK employees.
During the year the Board has received presentations from management on the approach to
the Company’s wider policies on employee pay, reward and progression. The Committee also
reviewed year-end incentive outcomes.
Taking into account the above, the Committee believes that the CEO’s pay ratio and the
year-on-year change is fair in the context of our approach to remuneration more broadly
withinthe organisation.
Statement of shareholder voting
The Directors’ Remuneration Policy was approved at the 2020 AGM. The Directors’
Remuneration Report for FY22 was approved at the 2022 AGM. The following votes
werereceived:
2020 Remuneration Policy
Total number of
votes (000s) % of votes cast
For
1
268,201 88.1%
Against 36,221 11.9%
Total 304,422 100%
Withheld 9,350 –
1 ‘For’ includes votes at the Chair’s discretion
2022 Annual Report on Remuneration
Total number of
votes (000s) % of votes cast
For
1
318,596 93.25%
Against 23,058 6.75%
Total 341,654 100%
Withheld 64 –
1 ‘For’ includes votes at the Chair’s discretion
Annual Report on Remunerationcontinued
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
118
IG GROUP HOLDINGS PLC Annual Report 2023
Total Shareholder Return chart
This graph shows the value, by 31 May 2023, of £100 invested in the Group on 31 May 2013
compared with the value of £100 invested in the FTSE 250 Index and the FTSE 350 Financial
Services Index. As the Group is a member of both of these indices, the Committee believes
it is appropriate to compare the Group’s performance against them.
31 May
2013
31 May
2014
31 May
2015
31 May
2016
31 May
2017
31 May
2018
31 May
2019
31 May
2020
31 May
2021
31 May
2022
31 May
2023
0
£50
£100
£150
£200
£250
£300
IG Menkul Değerler
FTSE 250 Index FTSE 350 Financial Services Index
CEO earnings history
T Howkins P Hetherington J Felix
Single figure
remuneration
LTIP/ VSP/SPP
vesting
outcome
Single figure
remuneration
LTIP/ VSP/SPP
vesting
outcome
Single figure
remuneration
LTIP/ VSP/SPP
vesting
outcome
2014 1,970 3.00%
1
– – – –
54.00%
2
2015 1,519 41.00% – – – –
2016 210 0.00% 2,641
3
90.00% – –
2017 – – 1,452 27.10% – –
2018 – – 2,974 80.00% – –
2019 – – 777
4
18.64% 823
5,6
18.64%
2020 – – – – 3,640 97.20%
2021 – – – – 3,544 93.40%
2022 – – – – 3,577 94.00%
2023 – – – – 3,055 73.55%
1 Relates to Value Sharing Plan (VSP) award to T Howkins
2 Relates to SPP award to T Howkins
3 P Hetherington was appointed CEO on 15 October 2015; prior to this he was COO. This figure includes a portion of the remuneration
that he received during this period
4 P Hetherington stepped down as CEO on 26 September 2018. The figure shows salary, benefits and pension to this date. The full value
of his SPP for FY19 is included in this figure
5 P Mainwaring performed the role of acting CEO for the period between 26 September 2018 and 30 October 2018 but received no
additional remuneration for this period. This figure therefore includes one month of P Mainwaring’s compensation equating to £66k
6 J Felix was appointed CEO on 30 October 2018; prior to this she was a Non-Executive Director on the Board. The figure excludes a
portion of the remuneration that she received as a Non-Executive Director between 1 June 2018 and 30 October 2018, which equated
to £23k
This report was approved by the Board of Directors on 19 July 2023 and signed on its behalf by:
Helen Stevenson
Chair of the Remuneration Committee
Annual Report on Remunerationcontinued
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
119IG GROUP HOLDINGS PLC Annual Report 2023
Directors’ Report
Directors’ Report
The Directors present their report, together
with the Group Financial Statements, for
FY23. The Directors’ Report comprises pages
119–121 of this report, together with the
sections of the Annual Report incorporated
by reference as located below:
Contents Page
Governance Report 56
Statement of Directors’
Responsibilities 122
Financial instruments and financial
risk management
131–
189
Greenhouse gas emissions 29–31
Workforce engagement,
communication and
equalopportunities
26,
32–34
Employees, Customers, Suppliers
and Others Reporting Requirements
Under the Companies
(Miscellaneous Reporting)
Regulations 2018 20 –21
Policy concerning the employment
of disabled persons
26,
32–34
Going Concern and
ViabilityStatement 54–55
Directors’ Remuneration Report and
Policy, service contracts and details
of Directors’ interest in shares
89 –118
Likely future developments 12–13
Risk management and
internalcontrol 48–53
Anti-bribery and corruption 27
Section 414A of the CA2006 requires the
Directors to present a Strategic Report in the
Annual Report and Financial Statements. The
information can be found on pages 9–55.
The Company has chosen, in accordance with
Section 414C (11) of the CA2006 and as noted
in this Directors’ Report, to include certain
matters in its Strategic Report that would
otherwise be disclosed in this Directors’
Report, including the Non-Financial
Information Statement required by Section
414C of the CA2006, which can be found
onpage 35.
In line with the IFPR and the Capital
Requirements (Country-by-Country
Reporting) Regulations 2013, requiring credit
institutions and investment firms to publish
annually certain tax and financial data for
each country where they operate, the Group’s
UK-regulated subsidiaries will make available
their country-by-country reporting on
our website.
Disclosures required pursuant to Listing
Rule 9.8.4R
In compliance with the UK FCA’s Listing Rules,
the information in Listing Rule 9.8.4R to be
included in the Annual Report and Accounts,
where applicable, can be found on the
following pages:
Detail Page
Waiver of dividends 120
Modern slavery
In compliance with Section 4 (I) of the Modern
Slavery Act 2015, we have published our
slavery and human trafficking statement
onour website.
Branch offices
As at 31 May 2023, we had the following
overseas branches within the meaning
of the CA2006: offices in Australia, China
(Representative Office), France, Germany,
Hong Kong, Italy, New Zealand, the
Netherlands, Norway, Poland, South Africa,
Spain and Sweden.
Corporate Governance Statement
In compliance with the UK FCA’s Disclosure
Guidance and Transparency Rules (DTR) 7.2.1,
the disclosures required by the DTR are set
out in this Directors’ Report and in the
Governance Report.
Profit and dividends
The Group’s statutory profit for the year after
taxation amounted to £363.7 million (FY22:
£503.9 million), all of which is attributable to
the equity members of the Company.
The Directors recommend a final ordinary
dividend of 31.94 pence per share, making
a total of 45.2 pence per share for the year
(FY22: 44.2 pence per share). Dividends
are recognised in the Financial Statements
for the year in which they are paid or, in the
case of a final dividend, when approved by
the shareholders. The amount recognised
in the Financial Statements, as described in
note 11, includes this financial year’s interim
dividend and the final dividend from the
previous year, both of which were paid.
The final ordinary dividend, if approved,
willbe paid on 19 October 2023 to those
shareholders on the register as at
22 September 2023.
Certain nominee companies representing
ourEmployee Benefit Trusts hold shares in
the Company, in connection with the
operation of the Company’s share plans.
Evergreen dividend waivers remain in place
onshares held by them that have not been
allocated to employees.
Articles of Association
The Company’s Articles of Association are
available on our website, or by writing to the
Company Secretary at the Group’s registered
office. The Articles of Association were last
amended by shareholders by means of a
special resolution on 22 September 2021.
Board of Directors and their interests
The Directors who held office during FY23
areset out below:
Chair
Mike McTighe
Independent Non-Executive Directors
Jonathan Moulds
Rakesh Bhasin
Andrew Didham
Wu Gang
Sally-Ann Hibberd
Malcolm Le May
Susan Skerritt
Helen Stevenson
Executive Directors
June Felix
Jon Noble
Charlie Rozes
Introduction Strategic Repot Governance Repot
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Shareholder and
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120 IG GROUP HOLDINGS PLC Annual Report 2023
Appointment and retirement of Directors
The rules concerning the appointment and
replacement of Directors are set out in the
Articles of Association. The Board has the
power to appoint any person as a Director to
fill a casual vacancy or as an additional
Director, provided the total number of
Directors does not exceed the maximum
prescribed in the Articles of Association. Any
such Director holds office only until the next
AGM and is then eligible to offer themselves
for election.
The Articles of Association also require that all
those Directors who have been in office at the
time of the two previous AGMs, and who did
not retire at either of them, must retire as
Directors by rotation. Such Directors are
eligible to stand for re-election. However, in
line with the Code’s recommendation, all
Directors will stand for re-election at the
2023AGM.
Directors’ conflicts of interest
In accordance with the CA2006, all Directors
must disclose both the nature and extent of
any potential, actual or perceived conflicts
with the interests of the Company. We explain
the procedure for this on page 61.
Insurance and indemnities
The Group has Directors’ and Officers’ liability
insurance in place, providing appropriate
cover for any legal action brought against its
Directors. Qualifying third-party indemnity
provisions (as defined by Section 234 of the
CA2006) were in force during FY23 and a
Deed of Indemnity with the Directors was put
in place. These provisions remain in force for
the benefit of the Directors, in relation to
certain losses and liabilities which they may
incur (or have incurred) to third parties in the
course of acting as Directors of the Company.
Research and development
In the ordinary course of business, we
regularly develop new products and services.
Political donations
The Company made no political donations to
political organisations or independent
election candidates and incurred no political
expenditure in the year (FY22: £nil).
Share capital
The Company has three classes of shares:
ordinary shares, deferred redeemable shares
and preference shares. As at 31 May 2023,
our issued shares comprised 408,947,842
ordinary shares of 0.005 pence each
(representing 99.97% of the total issued share
capital), 65,000 deferred redeemable shares
of 0.001 pence each (representing 0.01% of
the total issued share capital) and 40,000
preference shares of £1.00 each
(representing 0.01% of the total issued share
capital). Details of movement in our share
capital and rights attached to the issued
shares are given in note 23 to the Financial
Statements. Information about the rights
attached to our shares can also be found in
the Articles of Association. Details of the
Group’s required regulatory capital are
disclosed in the Business Performance Review
on pages 39–47.
Variation of rights
Subject to the provisions of applicable
statutes, the rights attached to any class of
shares may be varied, either with the consent
in writing of the holders of at least three-
quarters in nominal value of the issued shares
of that class, or with the sanction of a special
resolution passed at a separate meeting of
the holders of the shares of that class.
Restrictions on transfer of securities
There are no specific restrictions on the
transfer of securities in the Company, other
than as contained in the Articles of
Association, this paragraph and certain laws
or regulations, such as those related to insider
trading, which may be imposed from time to
time. The Directors and certain employees are
required to obtain approval prior to dealing in
the Company’s securities. Certain parties who
were previously shareholders in tastytrade
are subject to contractual restrictions on
transfer in accordance with the terms of the
sale arrangements. We are not aware of any
agreements between holders of securities
that may result in restrictions on the transfer
of securities or on voting rights.
Exercise of rights of shares in employee
share schemes
The trustees of the IG Group Employee
Benefit Trusts do not seek to exercise voting
rights on shares held in the employee trusts,
other than on the direction of the underlying
beneficiaries. No voting rights are exercised in
relation to shares unallocated to individual
beneficiaries. The trustees have a dividend
waiver in place in respect of unallocated
shares held in the trust.
Powers of the Directors to issue or purchase
the Company’s shares
The Articles of Association permit the
Directors to issue or repurchase the
Company’s own shares, subject to obtaining
shareholders’ prior approval. The
shareholders gave this approval at the 2022
AGM. The authority to issue or buy back
shares will expire at the 2023 AGM, and it will
be proposed at the meeting that the Directors
be granted new authorities to issue or
buyback shares. The Directors currently have
authority to purchase up to 43,015,803 of the
Company’s ordinary shares. 22,819,706
shares were purchased during the year.
During the year, the Company instructed the
trustees of the Employee Benefit Trusts to
purchase shares in order to satisfy awards
under our share-incentive plan schemes and
also issued shares in respect of the sustained
performance plan. Details of the shares held
by our Employee Benefit Trusts, and the
amounts paid during the year, are disclosed in
note 24 to the Financial Statements.
At the AGM held on 21 September 2022, the
Company was granted authority to allot
ordinary shares in the Company up to an
aggregate nominal amount of £7,000, being
33% of the total issued share capital at that
date, amounting to 142,419,570 ordinary
shares. In addition, the Company was granted
authority to allot further ordinary shares in
the Company up to an aggregate nominal
amount of £7,000 pursuant to a rights issue,
being 33% of the total issued share capital at
that date, amounting to 142,419,570 ordinary
shares. No ordinary shares were issued under
these authorities during the year.
Directors’ Reportcontinued
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
121IG GROUP HOLDINGS PLC Annual Report 2023
Major interest in shares
Information provided to the Company by major shareholders pursuant to the FCA and DTRs is
published via a Regulatory Information Service and is available on our website. The information
in the table below has been received in accordance with information made available to the
Company and in accordance with DTR5, from holders of notifiable interests in the Company’s
issued share capital as at 31 May 2023. The lowest threshold is 3% of the Company’s voting
rights, and holders are not required to notify us of any change until this, or the next applicable
threshold, is reached or crossed.
Major interest in shares No. of shares Percentage
1
Artemis Investment Management LLP 18,510,435 5.01%
BlackRock, Inc. 19,820,667 5.36%
Massachusetts Financial Services Company 20,960,928 5.08%
Tom Sosnoff 14,888,162 3.40%
Standard Life Aberdeen 11,137, 0 95 3.01%
1 The percentage is as at the date of notification
The Company has not been informed of any other changes to the notifiable interests between
31 May 2023 and the date of this Annual Report.
Change of control
Following any future change of control of the
Company, participating lenders in the Group’s
bank facility agreements have the option to
cancel their commitment. Upon such
cancellation, any outstanding loans, including
accrued interest and other amounts due to
lenders, will become immediately due and
payable. Further details may be found in note
19 to the Financial Statements.
There are no agreements between the
Company and its Directors or employees
providing for compensation on any loss of
office or employment that occurs because of
a takeover bid. However, options and awards
granted to employees under our share
schemes and plans may vest on a takeover,
under the schemes’ provisions.
AGM
The Company’s AGM will be held on
20 September 2023. Details of the resolutions
to be proposed will be provided in the
AGMNotice.
Independent Auditors
Resolutions to reappoint PwC as the
Company’s External Auditor, and to authorise
the Directors to determine PwC’s
remuneration, will be put to shareholders
atthe AGM on 20 September 2023.
Subsequent events
Please refer to note 35 to the Financial
Statements.
On behalf of the Board
Charles A. Rozes
Chief Financial Officer
19 July 2023
Directors’ Reportcontinued
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
122 IG GROUP HOLDINGS PLC Annual Report 2023
Statement of Directors’ Responsibilities in respect of the Financial Statements
The Directors are responsible for preparing
the FY23 Annual Report and Financial
Statements in accordance with applicable law
and regulation.
Company law requires the Directors to
prepare Financial Statements for each
financial year. Under that law the Directors
have prepared the Group and the Company
Financial Statements in accordance with UK-
adopted International Accounting Standards.
Under company law, Directors must not
approve the Financial Statements unless they
are satisfied that they give a true and fair view
of the state of affairs of the Group and
Company and of the profit or loss of the
Group for that period. In preparing the
Financial Statements, the Directors are
required to:
Select suitable accounting policies and
then apply them consistently;
State whether applicable UK-adopted
International Accounting Standards have
been followed, subject to any material
departures disclosed and explained in the
Financial Statements;
Make judgements and accounting
estimates that are reasonable and
prudent; and
Prepare the Financial Statements on the
going concern basis unless it is
inappropriate to presume that the Group
and Company will continue in business.
The Directors are responsible for
safeguarding the assets of the Group and
Company and hence for taking reasonable
steps for the prevention and detection of
fraud and other irregularities.
The Directors are also responsible for keeping
adequate accounting records that are
sufficient to show and explain the Group’s and
Company’s transactions and disclose with
reasonable accuracy at any time the financial
position of the Group and Company and
enable them to ensure that the Financial
Statements and the Directors’ Remuneration
Report comply with the CA2006.
The Directors are responsible for the
maintenance and integrity of the Company’s
website. Legislation in the UK governing the
preparation and dissemination of Financial
Statements may differ from legislation in
other jurisdictions.
Directors’ confirmations
The Directors consider that the FY23 Annual
Report and Financial Statements, taken as a
whole, is fair, balanced and understandable
and provides the information necessary for
shareholders to assess the Group’s and
Company’s position and performance,
business model and strategy.
Each of the Directors, whose names and
functions are listed on pages 58–61 confirm
that, to the best of their knowledge:
The Group and Company Financial
Statements, which have been prepared in
accordance with UK-adopted International
Accounting Standards, give a true and fair
view of the assets, liabilities and financial
position of the Group and Company, and of
the profit of the Group
The Strategic Report includes a fair review
of the development and performance of
the business and the position of the Group
and Company, together with a description
of the principal risks and uncertainties that
it faces
In the case of each Director in office at the
date the Directors’ Report is approved:
So far as the Director is aware, there is
no relevant audit information of which
the Group’s and Company’s Auditor
are unaware
They have taken all the steps that they
ought to have taken as a Director in order
to make themselves aware of any relevant
audit information and to establish that the
Group’s and Company’s Auditor is aware of
that information
On behalf of the Board
Charles A. Rozes
Chief Financial Officer
19 July 2023
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
123IG GROUP HOLDINGS PLC Annual Report 2023
Independent Auditors’ Report
to the Members of IG Menkul Değerler Holdings plc
Report on the audit of the
Financial Statements
Opinion
In our opinion, IG Group Holdings plc’s Group
Financial Statements and Company Financial
Statements (the “financial statements”):
give a true and fair view of the state of the
Group’s and of the Company’s affairs as at
31 May 2023 and of the Group’s profit and
the Group’s and Company’s cash flows for
the year then ended;
have been properly prepared in
accordance with UK-adopted international
accounting standards as applied in
accordance with the provisions of the
Companies Act 2006; and
have been prepared in accordance with
the requirements of the Companies
Act2006.
We have audited the financial statements,
included within the Annual Report, which
comprise: the Consolidated and Company
Statements of Financial Position as at
31 May 2023; the Consolidated Income
Statement, the Consolidated Statement of
Comprehensive Income, the Consolidated
and Company Statements of Changes in
Equity and Consolidated and Company
Statements of Cash Flows for the year
then ended; and the notes to the financial
statements, which include a description
of the significant accounting policies.
Our opinion is consistent with our reporting
to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK)
(“ISAs (UK)”) and applicable law. Our
responsibilities under ISAs (UK) are further
described in the Auditors’ responsibilities for
the audit of the financial statements section
of our report. We believe that the audit
evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We remained independent of the Group in
accordance with the ethical requirements
that are relevant to our audit of the financial
statements in the UK, which includes the
FRC’s Ethical Standard, as applicable to listed
public interest entities, and we have fulfilled
our other ethical responsibilities in
accordance with these requirements.
To the best of our knowledge and belief, we
declare that non-audit services prohibited by
the FRC’s Ethical Standard were not provided.
Other than those disclosed in Note 5, we have
provided no non-audit services to the
Company or its controlled undertakings in the
period under audit.
Our audit approach
Overview
This was the third year that it has been my
responsibility to form this opinion on behalf
of PricewaterhouseCoopers LLP (“PwC”), who
you first appointed on 8 December 2010 in
relation to that year’s audit. In addition to
forming this opinion, in this report we have
also provided information on how we
approached the audit and how it changed
from the previous year.
Key audit matters
Estimation of the recoverable amount
of the US cash generating unit –
tastytrade, Inc. (Group)
OTC derivative revenue (Group)
Carrying value of the investments in
subsidiaries (Company)
Materiality
Overall Group materiality: £22,400,000
(2022: £23,800,000) based on 5% of
adjusted profit before tax.
Overall Company materiality: £19,900,000
(2022: £17,600,000) based on 1% of
total assets.
Performance materiality: £16,800,000
(2022: £17,800,000) (Group) and
£14,900,000 (2022: £13,200,000)
(Company).
The scope of our audit
As part of designing our audit, we determined
materiality and assessed the risks of material
misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in
the auditors’ professional judgement, were of
most significance in the audit of the financial
statements of the current period and include
the most significant assessed risks of material
misstatement (whether or not due to fraud)
identified by the auditors, including those
which had the greatest effect on: the overall
audit strategy; the allocation of resources in
the audit; and directing the efforts of the
engagement team. These matters, and any
comments we make on the results of our
procedures thereon, were addressed in the
context of our audit of the financial
statements as a whole, and in forming our
opinion thereon, and we do not provide a
separate opinion on these matters.
This is not a complete list of all risks identified
by our audit.
The Fair value of customer relationships
recognised on the acquisition of tastytrade,
Inc. (Group), which was a key audit matter last
year, is no longer included because the initial
fair value was determined as part of the
purchase price allocation exercise, which
could have been revised up to 12 months post
acquisition. As this timeframe has passed we
do not consider the initial valuation of the
customer relationships to be a key audit
matter in the current year. The customer
relationships asset does not generate cash
inflows that are largely independent and is
included within the US cash generating unit
for purposes of impairment testing.
Otherwise, the key audit matters below
are consistent with last year.
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
124 IG GROUP HOLDINGS PLC Annual Report 2023
Independent Auditors’ Reportcontinued
Key audit matter How our audit addressed the key audit matter
Estimation of the recoverable amount of the US cash generating unit
– tastytrade, Inc. (Group)
The US cash generating unit ("CGU") had £509.2m of goodwill
allocated to it as at 31 May 2023. This is a result of the acquisition of
tastytrade, Inc in June 2021. As the goodwill is associated with a
business operating in the United States of America it is retranslated
into sterling at each reporting date.
As required by IAS 36 ‘Impairment of assets’ ("IAS 36"), management
has performed their annual goodwill impairment assessment. The
goodwill impairment assessment is dependent on an estimate of the
recoverable amount of the US CGU. Management used a value-in-use
model to determine the recoverable amount of the US CGU in their
impairment assessment, as they determined this exceeded the fair
value less costs of disposal valuation.
A number of assumptions principally relating to revenue growth,
earnings before interest, tax, depreciation and amortisation, long term
growth rates, and tax and discount rates were required to be assessed
by management, when performing their impairment assessment. To
assist with the determination of the value-in-use, management
engaged their own external valuation experts.
We have focused on this area as the value-in-use calculation of the US
CGU involves a significant degree of judgement and the estimation
uncertainty is high.
As part of our risk assessment procedures we also assessed the
sensitivity of the value-in-use to reasonable variations in certain
significant assumptions.
No impairment charge has been recorded for the year ended
31 May 2023.
Refer to note 1 – General information and basis of preparation and
note 12 – Goodwill for further details.
We understood and evaluated the design and implementation of controls relating to the Group's impairment assessment.
We obtained management’s value-in-use impairment model. We assessed the methodology used by management and
their experts against the requirements of IAS 36 and we tested the mathematical accuracy of the calculations. We
agreed the carrying amount of the US CGU to underlying accounting records, compared the cash flows used in the
impairment models to the approved plan and assessed the reasonableness of the adjustments made to the cash flows
to ensure their compliance with IAS 36.
We utilised our in-house valuation experts to evaluate the appropriateness of the methodology used in the impairment
model. We also assessed the competency and objectivity of our in-house and management experts so that we were
able to use their work.
In respect of management’s assumptions, our in-house valuation experts assessed the reasonableness of the discount
rate and long-term growth rate used in the impairment model, including the relationship between these assumptions
and management’s estimated future cash flows.
We performed the following procedures over the significant assumptions relating to the estimated future cash flows:
Challenged the appropriateness of management’s assumptions and, where relevant, their interrelationships;
Identified the key drivers in management’s forecasts and obtained evidence to support the reasonableness of these
assumptions including historic experience, third-party sources including market reports and information available
from tastytrade, Inc management; and
Assessed whether judgements made in deriving the assumptions gave rise to indicators of possible management bias.
We evaluated the appropriateness of the critical accounting estimate and key sources of estimation uncertainty in note
1 to the Consolidated Financial Statements and the disclosures on goodwill in note 12 and considered these to be
reasonable. We also performed independent sensitivity calculations for the relevant assumptions included in note 12.
Based on the procedures performed, we considered the directors’ conclusion that the goodwill within the US CGU is
not impaired to be reasonable.
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
125IG GROUP HOLDINGS PLC Annual Report 2023
Independent Auditors’ Reportcontinued
Key audit matter How our audit addressed the key audit matter
OTC derivative revenue (Group)
The Group’s trading revenue is still predominantly generated from
over the counter (“OTC”) derivatives placed by clients, offset by net
gains or losses from the hedging trades that the Group places with
external market counterparties to manage its market risk. The
Group’s revenue on these activities arises principally from spreads,
overnight funding charges and commissions. The audit of revenue
from OTC derivatives is a focus of our audit given the magnitude of
the balance, the large volume of transactions and the automated
nature of the revenue calculations.
Refer to note 2 – Significant accounting policies and note 3 – Segment
analysis for further details.
We focused firstly on understanding the control environment in which revenue is recorded. We understood and
evaluated the design and implementation of key controls in place and tested their operating effectiveness.
These controls included:
IT general controls over key revenue systems in scope;
Automated business controls such as interfaces between in-scope systems, key reports and automated calculations;
Cash and settlement reconciliations; and
Market counterparty and other third party reconciliations.
We concluded that we could place reliance on these controls for the purpose of our audit.
Our substantive testing included, but was not limited to, the following:
Using data enabled auditing techniques, recalculating the revenue recorded in relation to a sample of trades and
agreeing these to the underlying accounting records;
Testing commission, overnight funding, guaranteed stop premium and cash currency transfer rates on a sample
basis;
Testing the valuation of selected client and broker positions to third party pricing sources;
Agreeing all cash account balances to external third-party evidence at year-end through a combination of
independent confirmations and examination of bank statements;
Agreeing all amounts and balances held with market counterparties to independent confirmations or other external
third party evidence; and
Testing manual client ledger postings on a sample basis.
Based on the procedures performed, no material issues arose from this work.
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
126 IG GROUP HOLDINGS PLC Annual Report 2023
Independent Auditors’ Reportcontinued
Key audit matter How our audit addressed the key audit matter
Carrying value of the investments in subsidiaries (Company)
The Company has total investments in subsidiaries of £1,087m, of
which the full amount is an investment in IG Group Limited (“IGGL”).
IGGL is the Group Holding Company which, via a series of other
holding companies, owns all the operating entities of the Group. This
investment is held at cost less any provision for impairment. IAS 36
requires that investments are subject to an impairment review when
there is an indication that an asset may be impaired.
Management identified an indicator of impairment as the carrying
value of the net assets of IGGL was lower than the investment in
subsidiaries balance recorded in the Company, and performed an
impairment assessment and estimated the recoverable amount using
a value-in-use model.
The value-in-use was determined by management to be higher than
the fair value less costs of disposal. We have focused on this area as
the calculation of value-in-use involves judgement. Management’s
impairment assessment showed significant headroom at year-end,
and consequently no impairment provision is held against this
investment.
Refer to note 2 – Significant accounting policies and note 6 –
Investment in subsidiaries of the Company Financial Statements for
further details.
We have assessed management’s consideration of IAS 36 impairment indicators and their impairment assessment,
which were both found to be reasonable.
We obtained management’s value-in-use calculation that was used to estimate the recoverable amount of the
investment in subsidiaries and performed the following substantive procedures:
Assessed the reliability of management’s data used as inputs to management’s value-in-use calculation;
Assessed the discount rate used for reasonableness;
Assessed the long-term growth rate for reasonableness; and
Tested the mathematical accuracy of management’s value-in-use model.
In respect of management’s assumptions, our in-house valuation experts assessed the reasonableness of the discount
rate used in the impairment model.
We concluded that the carrying value of the investment is supported by the recoverable amount of the underlying
operating companies and consider the directors’ conclusion that the investment in subsidiaries balance is not impaired
to be reasonable.
We evaluated the appropriateness of the disclosures on the investment in subsidiaries in the Company Financial
Statements and found these to be reasonable.
How we tailored the audit scope
We performed a risk assessment, giving
consideration to relevant external and internal
factors including industry dynamics, litigation,
climate change, relevant accounting and
regulatory developments, the Group's
strategy and the changes taking place across
the Group. We also considered our
knowledge and experience obtained in prior
year audits.
Using our risk assessment, we tailored the
scope of our audit to ensure that we
performed enough work to be able to give an
opinion on the financial statements as a
whole, taking into account the structure of
the Group and the Company, the accounting
processes and controls, and the industry in
which they operate. We continually assessed
risks and changed the scope of our audit
where necessary.
The Group consists of a UK Holding Company
with a number of subsidiary entities and
branches containing the operating businesses
of both the UK, United States and overseas
territories. Our risk assessment and scoping
identified tastytrade, Inc. as a significant
component of the Group. We obtained a full
scope audit opinion for the financial position
as at 31 May 2023 and results of tastytrade,
Inc for the year ended 31 May 2023. The audit
of tastytrade, Inc. was performed by a PwC
member firm in the United States.
The other significant financial reporting
component was determined to be the OTC
derivative business. As the accounting
records and related controls for both the UK,
United States and overseas businesses are
primarily maintained and operated by the
Group’s finance teams in London and Krakow
this was considered one financial reporting
component. The technology and business
process controls that are relevant to our
financial statement audits are operated by the
Group in London, Krakow and Bangalore. As a
result, the audit work over this component
was performed by the Group engagement
team in London, supported by the PwC
member firm in Poland, reflecting the
centralised nature of the Group’s financial
reporting activities. Some of this work was
also relied upon by the PwC engagement
team auditing tastytrade, Inc.
All remaining components, which are
Exchange Traded Derivative and Stock trading
and investments businesses, were subject to
procedures which mitigated the risk of
material misstatement including Group level
analytical review procedures.
The Company audit was performed by the
Group engagement team.
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
127IG GROUP HOLDINGS PLC Annual Report 2023
Independent Auditors’ Reportcontinued
We asked the partner and engagement team
reporting to us on tastytrade, Inc. to work to
an assigned materiality reflecting the size of
the tastytrade, Inc. component. We were in
active dialogue throughout the year with the
partner and engagement team responsible
for the audit, including consideration of how
they planned and performed their work.
Senior members of our team undertook at
least one in-person site visit to Krakow and
Chicago prior to the year end. We obtained
direct access to their working papers to
oversee and review their work. We also
attended meetings with tastytrade, Inc.
management at year-end.
We continued to make use of evidence
provided by others. We used the work of PwC
experts, for example, valuation experts for our
work over the estimation of the recoverable
amount of the US CGU – tastytrade, Inc (see
related key audit matter).
The impact of climate risk on our audit
As part of considering the impact of climate
change in our risk assessment, we evaluated
management's assessment of the impact of
climate risk, the detail of which is set out on
page 30, including their conclusion that there
are no material risks. Management’s
assessment gave consideration to a number
of matters, including the results of their
climate related risks and opportunities
exercise that was performed during the year.
We have also understood the impact of the
Group's carbon reduction targets, which are
outlined on page 30 and these are not
considered to have a material impact on the
financial statements.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain
quantitative thresholds for materiality. These, together with qualitative considerations, helped
us to determine the scope of our audit and the nature, timing and extent of our audit
procedures on the individual financial statement line items and disclosures and in evaluating
the effect of misstatements, both individually and in aggregate on the financial statements as
awhole.
Based on our professional judgement, we determined materiality for the financial statements
as a whole as follows:
Financial statements – Group Financial statements – Company
Overall
materiality
£22,400,000
(2022: £23,800,000).
£19,900,000
(2022: £17,600,000).
How we
determinedit
5% of adjusted profit before tax 1% of total assets
Rationale for
benchmark applied
We believe that 5% of adjusted
profit before tax is an appropriate
quantitative benchmark of
materiality.
A profit before tax benchmark is
standard for listed entities like IG,
and has been adjusted in the
current period to exclude income
received in relation to the Nadex
disposal, as in our opinion this is
non-recurring and does not form
part of the ongoing business
performance.
The benchmark used is consistent
with last year.
We have used a benchmark of
total assets as the Company’s
primary purpose is to act as a
Holding Company with
investments in the Group’s
subsidiaries, not to generate
operating profits and therefore
a profit based measure is not
relevant.
The benchmark used is consistent
with last year.
For each component in the scope of our Group audit, we allocated a materiality that is less than
our overall Group materiality. The range of materiality allocated across components was
between £4,230,000 and £21,280,000. Certain components were audited to a local statutory
audit materiality that was also less than our overall Group materiality.
We use performance materiality to reduce
to an appropriately low level the probability
that the aggregate of uncorrected and
undetected misstatements exceeds
overall materiality. Specifically, we use
performance materiality in determining
the scope of our audit and the nature and
extent of our testing of account balances,
classes of transactions and disclosures, for
example in determining sample sizes. Our
performance materiality was 75% (2022:
75%) of overall materiality, amounting
to £16,800,000 (2022: £17,800,000)
for the Group financial statements and
£14,900,000 (2022: £13,200,000) for
the Company financial statements.
In determining the performance
materiality, we considered a number of
factors – the history of misstatements,
risk assessment and aggregation risk
and the effectiveness of controls – and
concluded that an amount at the upper
end of our normal range was appropriate.
We agreed with the Audit Committee that
we would report to them misstatements
identified during our audit above £1,100,000
(Group audit) (2022: £1,100,000) and
£995,000 (Company audit) (2022: £880,000)
as well as misstatements below those
amounts that, in our view, warranted
reporting for qualitative reasons.
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
128 IG GROUP HOLDINGS PLC Annual Report 2023
Independent Auditors’ Reportcontinued
Conclusions relating to going concern
Our evaluation of the directors’ assessment of
the Group's and the Company’s ability to
continue to adopt the going concern basis of
accounting included:
Performing a risk assessment to identify
factors that could impact the going
concern basis of accounting.
Obtaining and evaluating management's
going concern assessment.
Understanding and evaluating the Group’s
financial forecasts and the Group’s stress
testing of liquidity and capital, including
the severity of the stress scenarios that
were used.
Validation of year end financial resources
such as cash and debt securities in issue.
Evaluating the adequacy of the disclosures
made in the Financial Statements in
relation to going concern.
Consideration of the regulatory capital
andliquidity requirements applicable to
the Group.
Based on the work we have performed, we
have not identified any material uncertainties
relating to events or conditions that,
individually or collectively, may cast significant
doubt on the Group's and the Company’s
ability to continue as a going concern for a
period of at least twelve months from when
the financial statements are authorised
forissue.
In auditing the financial statements, we
haveconcluded that the directors’ use of
thegoing concern basis of accounting in
thepreparation of the financial statements
isappropriate.
However, because not all future events or
conditions can be predicted, this conclusion
is not a guarantee as to the Group's and
theCompany's ability to continue as a
goingconcern.
In relation to the directors’ reporting on how
they have applied the UK Corporate
Governance Code, we have nothing material
to add or draw attention to in relation to the
directors’ statement in the financial
statements about whether the directors
considered it appropriate to adopt the going
concern basis of accounting.
Our responsibilities and the responsibilities of
the directors with respect to going concern
are described in the relevant sections of
thisreport.
Reporting on other information
The other information comprises all of the
information in the Annual Report other than
the financial statements and our auditors’
report thereon. The directors are responsible
for the other information. Our opinion on the
financial statements does not cover the other
information and, accordingly, we do not
express an audit opinion or, except to the
extent otherwise explicitly stated in this
report, any form of assurance thereon.
In connection with our audit of the financial
statements, our responsibility is to read the
other information and, in doing so, consider
whether the other information is materially
inconsistent with the financial statements or
our knowledge obtained in the audit, or
otherwise appears to be materially misstated.
If we identify an apparent material
inconsistency or material misstatement,
we are required to perform procedures to
conclude whether there is a material
misstatement of the financial statements
or a material misstatement of the other
information. If, based on the work we have
performed, we conclude that there is a
material misstatement of this other
information, we are required to report that
fact. We have nothing to report based on
these responsibilities.
With respect to the Strategic Report and
Directors' Report, we also considered
whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on our work undertaken in the course
of the audit, the Companies Act 2006
requires us also to report certain opinions and
matters as described below.
Strategic Report and Directors' Report
In our opinion, based on the work undertaken
in the course of the audit, the information
given in the Strategic Report and Directors'
Report for the year ended 31 May 2023 is
consistent with the financial statements and
has been prepared in accordance with
applicable legal requirements.
In light of the knowledge and understanding
of the Group and Company and their
environment obtained in the course of the
audit, we did not identify any material
misstatements in the Strategic report and
Directors' Report.
Directors' Remuneration
In our opinion, the part of the Directors'
Remuneration Report and Policy to be audited
has been properly prepared in accordance
with the Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the
directors’ statements in relation to going
concern, longer-term viability and that part
of the corporate governance statement
relating to the Company’s compliance with
the provisions of the UK Corporate
Governance Code specified for our review.
Our additional responsibilities with respect to
the corporate governance statement as other
information are described in the Reporting on
other information section of this report.
Based on the work undertaken as part of our
audit, we have concluded that each of the
following elements of the corporate
governance statement is materially consistent
with the financial statements and our
knowledge obtained during the audit, and we
have nothing material to add or draw
attention to in relation to:
The directors’ confirmation that they have
carried out a robust assessment of the
emerging and principal risks;
The disclosures in the Annual Report that
describe those principal risks, what
procedures are in place to identify
emerging risks and an explanation of how
these are being managed or mitigated;
The directors’ statement in the financial
statements about whether they considered
it appropriate to adopt the going concern
basis of accounting in preparing them,
and their identification of any material
uncertainties to the Group’s and
Company’s ability to continue to do so
over a period of at least twelve months
from the date of approval of the
financial statements;
The directors’ explanation as to their
assessment of the Group's and Company’s
prospects, the period this assessment
covers and why the period is appropriate;
and
Introduction Strategic Repot Governance Repot
Financial Statements
Shareholder and
Company Information
129IG GROUP HOLDINGS PLC Annual Report 2023
Independent Auditors’ Reportcontinued
The directors’ statement as to whether
they have a reasonable expectation that
the Company will be able to continue in
operation and meet its liabilities as they fall
due over the period of its assessment,
including any related disclosures drawing
attention to any necessary qualifications
or assumptions.
Our review of the directors’ statement
regarding the longer-term viability of the
Group and Company was substantially less in
scope than an audit and only consisted of
making inquiries and considering the
directors’ process supporting their statement;
checking that the statement is in alignment
with the relevant provisions of the UK
Corporate Governance Code; and
considering whether the statement is
consistent with the financial statements and
our knowledge and understanding of the
Group and Company and their environment
obtained in the course of the audit.
In addition, based on the work undertaken as
part of our audit, we have concluded that
each of the following elements of the
corporate governance statement is materially
consistent with the financial statements and
our knowledge obtained during the audit:
The directors’ statement that they
consider the Annual Report, taken as
a whole, is fair, balanced and
understandable, and provides the
information necessary for the members
to assess the Group’s and Company's
position, performance, business model
and strategy;
The section of the Annual Report that
describes the review of effectiveness of
risk management and internal control
systems; and
The section of the Annual Report describing
the work of the Audit Committee.
We have nothing to report in respect of our
responsibility to report when the directors’
statement relating to the Company’s
compliance with the Code does not properly
disclose a departure from a relevant provision
of the Code specified under the Listing Rules
for review by the auditors.
Responsibilities for the financial statements
and the audit
Responsibilities of the directors for the
financial statements
As explained more fully in the Statement of
Directors' Responsibilities, the directors are
responsible for the preparation of the
financial statements in accordance with the
applicable framework and for being satisfied
that they give a true and fair view. The
directors are also responsible for such
internal control as they determine is
necessary to enable the preparation of
financial statements that are free from
material misstatement, whether due to fraud
or error.
In preparing the financial statements, the
directors are responsible for assessing the
Group’s and the Company’s ability to continue
as a going concern, disclosing, as applicable,
matters related to going concern and using
the going concern basis of accounting unless
the directors either intend to liquidate the
Group or the Company or to cease
operations, or have no realistic alternative but
to do so.
Auditors’ responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable
assurance about whether the financial
statements as a whole are free from material
misstatement, whether due to fraud or error,
and to issue an auditors’ report that includes
our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs
(UK) will always detect a material
misstatement when it exists. Misstatements
can arise from fraud or error and are
considered material if, individually or in the
aggregate, they could reasonably be
expected to influence the economic decisions
of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of
non-compliance with laws and regulations.
We design procedures in line with our
responsibilities, outlined above, to detect
material misstatements in respect of
irregularities, including fraud. The extent to
which our procedures are capable of
detecting irregularities, including fraud, is
detailed below.
Based on our understanding of the Group and
industry, we identified that the principal risks
of non-compliance with laws and regulations
related to breaches of the rules of the
Financial Conduct Authority, and we
considered the extent to which non-
compliance might have a material effect on
the financial statements. We also considered
those laws and regulations that have a direct
impact on the financial statements such as
the Companies Act 2006 and relevant tax
legislation. We evaluated management’s
incentives and opportunities for fraudulent
manipulation of the financial statements
(including the risk of override of controls), and
determined that the principal risks were
related to posting inappropriate journal
entries to increase revenue or reduce costs
and management bias in accounting
estimates. The Group engagement team
shared this risk assessment with the
component auditors so that they could
include appropriate audit procedures in
response to such risks in their work. Audit
procedures performed by the Group
engagement team and/or component
auditors included:
Enquiries of management, internal audit,
and those charged with governance in
relation to known or suspected instances
of non-compliance with laws and
regulation and fraud;
Review of correspondence with regulators,
and internal audit reports in so far as they
are related to the Financial Statements;
Specific written enquiries of external legal
counsel to assist with our evaluation of
known instances of non-compliance with
laws and regulations, including their
potential impact;
Challenging assumptions and judgements
made by management in its significant
accounting estimates, in particular in
relation to the carrying value of the
goodwill and the investment in subsidiaries
(see related key audit matters);
Identifying and testing journal entries,
including those posted to certain account
combinations, posted with certain
descriptions, backdated journals or posted
by unexpected users;
Incorporating unpredictability into the
nature, timing and/or extent of our testing;
and
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IG GROUP HOLDINGS PLC Annual Report 2023
Review of reporting to the Audit
Committee and minutes of Board of
Directors' meetings and made enquiries of
management to understand the business
rationale for unusual and significant
transactions.
There are inherent limitations in the audit
procedures described above. We are less
likely to become aware of instances of non-
compliance with laws and regulations that are
not closely related to events and transactions
reflected in the financial statements. Also, the
risk of not detecting a material misstatement
due to fraud is higher than the risk of not
detecting one resulting from error, as
fraud may involve deliberate concealment
by, for example, forgery or intentional
misrepresentations, or through collusion.
Our audit testing might include testing
complete populations of certain transactions
and balances, possibly using data auditing
techniques. However, it typically involves
selecting a limited number of items for
testing, rather than testing complete
populations. We will often seek to target
particular items for testing based on their size
or risk characteristics. In other cases, we will
use audit sampling to enable us to draw a
conclusion about the population from which
the sample is selected.
A further description of our responsibilities
for the audit of the financial statements is
located on the FRC’s website at: www.frc.org.
uk/auditorsresponsibilities. This description
forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been
prepared for and only for the Company’s
members as a body in accordance with
Chapter 3 of Part 16 of the Companies Act
2006 and for no other purpose. We do not, in
giving these opinions, accept or assume
responsibility for any other purpose or to any
other person to whom this report is shown or
into whose hands it may come save where
expressly agreed by our prior consent
inwriting.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are
required to report to you if, in our opinion:
we have not obtained all the information
and explanations we require for our
audit; or
adequate accounting records have not
been kept by the Company, or returns
adequate for our audit have not been
received from branches not visited by
us; or
certain disclosures of directors’
remuneration specified by law are not
made; or
the Company financial statements and the
part of the Directors' Remuneration Report
and Policy to be audited are not in
agreement with the accounting records
and returns.
We have no exceptions to report arising from
this responsibility.
Appointment
We were appointed by the directors on
8 December 2010 to audit the financial
statements for the year ended 31 May 2011
and subsequent financial periods. The period
of total uninterrupted engagement is 13
years, covering the years ended 31 May 2011
to 31 May 2023.
Other matter
In due course, as required by the Financial
Conduct Authority Disclosure Guidance and
Transparency Rule 4.1.14R, these financial
statements will form part of the ESEF-
prepared annual financial report filed on the
National Storage Mechanism of the Financial
Conduct Authority in accordance with the
ESEF Regulatory Technical Standard ("ESEF
RTS"). This auditors’ report provides no
assurance over whether the annual financial
report will be prepared using the single
electronic format specified in the ESEF RTS.
Carl Sizer (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
19 July 2023
Independent Auditors’ Reportcontinued
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IG GROUP HOLDINGS PLC Annual Report 2023
Financial Statements
Primary Statements
Consolidated Income Statement 132
Consolidated Statement of Comprehensive Income 133
Consolidated Statement of Financial Position 134
Consolidated Statement of Changes in Equity 135
Consolidated Statement of Cash Flows 136
Notes to the Financial Statements
1. General information and basis of preparation 137
2. Significant accounting policies 138
3. Segmental analysis 146
4. Operating costs 148
5. Auditors’ remuneration 148
6. Staff costs 149
7. Finance income 149
8. Finance costs 149
9. Taxation 150
10. Earnings per ordinary share 152
11. Dividends paid and proposed 153
12. Goodwill 153
13. Intangible assets 155
14. Property, plant and equipment 156
15. Financial investments and financial assets
pledged as collateral 157
16. Cash and cash equivalents 157
17. Trade receivables 157
18. Other assets 158
19. Debt securities in issue 158
20. Lease liabilities 158
21. Trade payables 158
22. Other payables 159
23. Contingent liabilities and provisions 159
24. Share capital and share premium 159
25. Other reserves 160
26. Employee share plans 161
27. Related party transactions 165
28. Financial instruments 166
29. Financial risk management 170
30. Cash flow information 175
31. Business acquisition 176
32. Discontinued operations 176
33. Investment in associates 177
34. Investments in subsidiaries 178
35. Subsequent events 180
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IG GROUP HOLDINGS PLC Annual Report 2023
Financial Statements
Consolidated Income Statement
for the year ended 31 May 2023
Note
Year ended
31 May 2023
£m
Year ended
31 May 2022
£m
Continuing operations
Trading revenue 949.7 982.0
Introducing partner commissions (7.9 ) (9.7 )
Net trading revenue 3 941.8 972.3
Betting duty and financial transaction taxes (10.4 ) (2.5 )
Interest income on client funds 81.8 3.5
Interest expense on client funds (1.0 ) (2.7 )
Other operating income 11.2 8.6
Net operating income 1,023.4 979.2
Operating costs 4 (583.8 ) (499.2 )
Net credit losses on financial assets 29 (1.1 ) (2.7 )
Operating profit 438.5 477.3
Finance income 7 30.2 3.4
Finance costs 8 (16.2 ) (14.8 )
Gain on disposal of associates – 4.1
Share of loss after tax from associates 33 (2.6 ) (2.3 )
Fair value gain on convertible loan note – 9.3
Profit before tax 449.9 477.0
Tax expense 9 (86.2 ) (80.9 )
Profit for the year from continuing operations 363.7 396.1
Profit for the year from discontinued operations 32 1.3 107.8
Profit for the year attributable to owners of the parent 365.0 503.9
Earnings per ordinary share for profit from continuing operations:
Basic 10 86.9 p 92.9 p
Diluted 10 86.1 p 92.1 p
Earnings per ordinary share for profit attributable to owners of the parent:
Basic 10 87.2 p 118.2 p
Diluted 10 86.4 p 117.2 p
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Year ended 31 May 2023 Year ended 31 May 2022
£m £m £m £m
Profit for the year 365.0 503.9
Other comprehensive income
Items that may be subsequently reclassified to the Consolidated Income Statement:
Changes in the fair value of financial assets held at fair value through other
comprehensive income, net of tax (11.9 ) (4.0 )
Foreign currency translation gain attributable to continuing operations 3.2 67.4
Foreign currency translation loss attributable to discontinued operations – (3.0 )
Other comprehensive (loss)/income for the year, net of tax (8.7 ) 60.4
Total comprehensive income for the year 356.3 564.3
Total comprehensive income attributable to owners of the parent arising from:
Continuing operations 355.0 459.5
Discontinued operations 1.3 104.8
Consolidated Statement of Comprehensive Income
for the year ended 31 May 2023
Financial Statementscontinued
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Consolidated Statement of Financial Position
as at 31 May 2023
Note
31 May 2023
£m
31 May 2022
£m
Assets
Non-current assets
Goodwill 12 611.0 604.7
Intangible assets 13 276.5 292.1
Property, plant and equipment 14 36.1 36.6
Financial investments 15 379.6 134.8
Financial assets pledged as collateral 15 – 25.3
Investment in associates 33 12.5 14.8
Other investments 1.2 –
Prepayments 0.3 –
Deferred income tax assets 9 23.2 17.5
Current assets
Cash and cash equivalents 16 798.5 1,246.4
Trade receivables 17 570.4 469.5
Financial investments 15 226.8 200.9
Financial assets pledged as collateral 15 – 35.1
Other assets 18 15.0 14.2
Prepayments 25.3 23.2
Other receivables 10.0 9.8
Income tax receivable 9 8.8 –
Assets classified as held for sale – 1.2
TOTAL ASSETS 2,995.2 3,126.1
Note
31 May 2023
£m
31 May 2022
£m
Liabilities
Non-current liabilities
Debt securities in issue 19 297.6 297.2
Other payables 1.2 –
Lease liabilities 20 13.3 13.0
Deferred income tax liabilities 9 60.8 67.2
Current liabilities
Trade payables 21 478.0 571.2
Other payables 22 116.2 119.5
Lease liabilities 20 7.4 8.9
Income tax payable 9 6.1 20.5
Liabilities directly associated with assets classified as
held for sale – 0.8
TOTAL LIABILITIES 980.6 1,098.3
Equity
Share capital and share premium 24 125.8 125.8
Translation reserve 120.8 117.6
Merger reserve 590.0 590.0
Other reserves 25 (16.9 ) 8.4
Retained earnings 1,194.9 1,186.0
TOTAL EQUITY 2,014.6 2,027.8
TOTAL EQUITY AND LIABILITIES 2,995.2 3,126.1
The Consolidated Financial Statements on pages 132–180 were approved by the Board of
Directors on 19 July 2023 and signed on its behalf by:
Charles A. Rozes
Chief Financial Officer
Registered Company number: 04677092
Financial Statementscontinued
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Note
Share
capital
£m
Share
premium
£m
Translation
reserve
£m
Merger
reserve
£m
Other
reserves
£m
Retained
earnings
£m
Total
£m
At 1 June 2021 – 125.8 53.2 81.0 12.8 860.5 1,133.3
Profit for the year and attributable to owners of the parent – – – – – 503.9 503.9
Other comprehensive income/(loss) for the year – – 64.4 – (4.0 ) – 60.4
Total comprehensive income/(loss) for the year – – 64.4 – (4.0 ) 503.9 564.3
Tax recognised directly in equity on share-based payments 9 – – – – – 0.5 0.5
Equity dividends paid 11 – – – – – (186.2 ) (186.2 )
Employee Benefit Trust purchase of own shares 25 – – – – (6.7 ) – (6.7 )
Transfer of vested awards from the share-based payment reserve 25 – – – – (7.3 ) 7.3 –
Equity-settled employee share-based payments 26 – – – – 13.6 – 13.6
Issue of ordinary share capital for the acquisition of tastytrade – – – 509.0 – – 509.0
At 31 May 2022 – 125.8 117.6 590.0 8.4 1,186.0 2,027.8
At 1 June 2022 – 125.8 117.6 590.0 8.4 1,186.0 2,027.8
Profit for the year and attributable to owners of the parent – – – – – 365.0 365.0
Other comprehensive (loss)/income for the year – – 3.2 – (11.9 ) – (8.7 )
Total comprehensive income/(loss) for the year – – 3.2 – (11.9 ) 365.0 356.3
Tax recognised directly in equity on share-based payments 9 – – – – – 1.0 1.0
Equity dividends paid 11 – – – – – (188.1 ) (188.1 )
Share buyback – – – – (2.1 ) (176.6 ) (178.7 )
Employee Benefit Trust purchase of own shares 25 – – – – (14.6 ) – (14.6 )
Transfer of vested awards from the share-based payment reserve 25 – – – – (7.6 ) 7.6 –
Equity-settled employee share-based payments 26 – – – – 13.3 – 13.3
Share-based payments converted to cash-settled liabilities – – – – (2.4 ) – (2.4 )
At 31 May 2023 – 125.8 120.8 590.0 (16.9 ) 1,194.9 2,014.6
Consolidated Statement of Changes in Equity
for the year ended 31 May 2023
Financial Statementscontinued
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Consolidated Statement of Cash Flows
for the year ended 31 May 2023
Note
Year ended
31 May 2023
£m
Year ended
31 May 2022
£m
Operating activities
Cash generated from operations
1
30 221.4 810.6
Interest received on client funds 75.8 3.5
Interest paid on client funds (1.0 ) (2.7 )
Income taxes paid (116.6 ) (99.2 )
Net cash flows generated from operating activities 179.6 712.2
Investing activities
Interest received 25.6 3.2
Net cash flow to investment in associates – (1.9 )
Purchase of property, plant and equipment (11.6 ) (8.5 )
Payments to acquire and develop intangible assets (14.6 ) (9.0 )
Net proceeds from disposal of subsidiaries 32 1.8 143.3
Net proceeds from disposal of investments in associates 0.2 24.5
Net cash flow from financial investments (225.8 ) (57.1 )
Net cash flow to acquire subsidiaries (4.8 ) (193.5 )
Net cash flows used in investing activities (229.2 ) (99.0 )
Financing activities
Interest paid (12.2 ) (11.0 )
Financing fees paid (3.2 ) (5.4 )
Interest paid on lease liabilities (0.5 ) (0.6 )
Repayment of principal element of lease liabilities (7.1 ) (7.5 )
Drawdown on term loan – 150.0
Repayment of term loans – (250.0 )
Net proceeds from issue of debt securities – 299.2
Payments made for share buyback (175.2 ) –
Equity dividends paid to owners of the parent 11 (188.1 ) (186.2 )
Employee Benefit Trust purchase of own shares (14.6 ) (6.7 )
Net cash flows used in financing activities (400.9 ) (18.2 )
Net (decrease)/increase in cash and cash equivalents (450.5 ) 595.0
Cash and cash equivalents at the beginning of the year 1,246.4 655.2
Impact of movement in foreign exchange rates (0.7 ) (3.8 )
Cash and cash equivalents at the end of the year 16 795.2 1,246.4
1 Cash generated from operations includes cash generated from both continuing and discontinued operations and excludes net interest on client funds
Financial Statementscontinued
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1. General information and basis of preparationcontinued
Financial Statementscontinued
Notes to the Financial Statementscontinued
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2. Significant accounting policiescontinued
Financial Statementscontinued
Notes to the Financial Statementscontinued
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2. Significant accounting policiescontinued
Financial Statementscontinued
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2. Significant accounting policiescontinued
Financial Statementscontinued
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2. Significant accounting policiescontinued
Financial Statementscontinued
Notes to the Financial Statementscontinued
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2. Significant accounting policiescontinued
Financial Statementscontinued
Notes to the Financial Statementscontinued
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2. Significant accounting policiescontinued
Financial Statementscontinued
Notes to the Financial Statementscontinued
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2. Significant accounting policiescontinued
Financial Statementscontinued
Notes to the Financial Statementscontinued
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2. Significant accounting policiescontinued
Financial Statementscontinued
Notes to the Financial Statementscontinued
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3. Segmental analysiscontinued
Financial Statementscontinued
Notes to the Financial Statementscontinued
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3. Segmental analysiscontinued
Financial Statementscontinued
Notes to the Financial Statementscontinued
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Financial Statementscontinued
Notes to the Financial Statementscontinued
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Financial Statementscontinued
Notes to the Financial Statementscontinued
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9. Taxationcontinued
Financial Statementscontinued
Notes to the Financial Statementscontinued
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Financial Statementscontinued
Notes to the Financial Statementscontinued
9. Taxationcontinued
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Financial Statementscontinued
Notes to the Financial Statementscontinued
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12. Goodwillcontinued
Financial Statementscontinued
Notes to the Financial Statementscontinued
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Financial Statementscontinued
Notes to the Financial Statementscontinued
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Financial Statementscontinued
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Financial Statementscontinued
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Financial Statementscontinued
Notes to the Financial Statementscontinued
17. Trade receivablescontinued
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21. Trade payablescontinued
Financial Statementscontinued
Notes to the Financial Statementscontinued
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24. Share capital and share premiumcontinued
Financial Statementscontinued
Notes to the Financial Statementscontinued
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25. Other reservescontinued
Financial Statementscontinued
Notes to the Financial Statementscontinued
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26. Employee share planscontinued
Financial Statementscontinued
Notes to the Financial Statementscontinued
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26. Employee share planscontinued
Financial Statementscontinued
Notes to the Financial Statementscontinued
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26. Employee share planscontinued
Financial Statementscontinued
Notes to the Financial Statementscontinued
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26. Employee share planscontinued
Financial Statementscontinued
Notes to the Financial Statementscontinued
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Financial Statementscontinued
Notes to the Financial Statementscontinued
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28. Financial instrumentscontinued
Financial Statementscontinued
Notes to the Financial Statementscontinued
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28. Financial instrumentscontinued
Financial Statementscontinued
Notes to the Financial Statementscontinued
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Financial Statementscontinued
Notes to the Financial Statementscontinued
28. Financial instrumentscontinued
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Financial Statementscontinued
Notes to the Financial Statementscontinued
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29. Financial risk managementcontinued
Financial Statementscontinued
Notes to the Financial Statementscontinued
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29. Financial risk managementcontinued
Financial Statementscontinued
Notes to the Financial Statementscontinued
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Financial Statementscontinued
Notes to the Financial Statementscontinued
29. Financial risk managementcontinued
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29. Financial risk managementcontinued
Financial Statementscontinued
Notes to the Financial Statementscontinued
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Financial Statementscontinued
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Financial Statementscontinued
Notes to the Financial Statementscontinued
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Financial Statementscontinued
Notes to the Financial Statementscontinued
32. Discontinued operationscontinued
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Financial Statementscontinued
Notes to the Financial Statementscontinued
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Financial Statementscontinued
Notes to the Financial Statementscontinued
34. Investments in subsidiariescontinued
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Financial Statementscontinued
Notes to the Financial Statementscontinued
34. Investments in subsidiariescontinued
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181IG GROUP HOLDINGS PLC Annual Report 2023
Company Financial Statements
Primary Statements
Company Statement of Financial Position 182
Company Statement of Changes in Equity 183
Company Statement of Cash Flows 184
Notes to the Company Financial Statements
1. General information and basis of preparation 185
2. Significant accounting policies 185
3. Auditors’ remuneration 185
4. Directors’ remuneration 185
5. Staff costs 185
6. Investment in subsidiaries 185
7. Leases 186
8. Cash flow information 186
9. Other receivables 187
10. Debt securities in issue 187
11. Other payables 187
12. Share capital and share premium 187
13. Related party transactions 187
14. Other reserves 188
15. Directors’ shareholdings 188
16. Contingent liabilities, provisions and guarantees 188
17. Financial risk management 188
18. Subsequent events 189
19. Dividends paid and proposed 189
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182 IG GROUP HOLDINGS PLC Annual Report 2023
Company Financial Statementscontinued
Note
31 May 2023
£m
31 May 2022
£m
Assets
Non-current assets
Investment in subsidiaries 6 1,087.2 1,076.3
Right-of-use assets 7 3.6 5.0
Prepayments 0.3 –
Other receivables 9 298.3 298.3
1,389.4 1,379.6
Current assets
Prepayments 2.5 2.2
Other receivables 9 600.7 383.1
Cash and cash equivalents 0.9 1.8
604.1 387.1
TOTAL ASSETS 1,993.5 1,766.7
Company Statement of Financial Position
as at 31 May 2023
Note
31 May 2023
£m
31 May 2022
£m
Liabilities
Non-current liabilities
Debt securities in issue 10 297.6 297.2
Lease liabilities 7 2.2 4.3
299.8 301.5
Current liabilities
Other payables 11 189.0 13.9
Lease liabilities 7 2.6 2.1
191.6 16.0
TOTAL LIABILITIES 491.4 317.5
Equity
Share capital and share premium 12 125.8 125.8
Merger reserve 590.0 590.0
Other reserves 14 (5.9) 7.5
Retained earnings 792.2 725.9
TOTAL EQUITY 1,502.1 1,449.2
TOTAL EQUITY AND LIABILITIES 1,993.5 1,766.7
The Company’s profit for the year was £423.4 million (31 May 2022: profit of £375.9 million)
The Financial Statements of IG Group Holdings plc (registered number 04677092) were
approved by the Board of Directors on 19 July 2023 and signed on its behalf by:
Charles A. Rozes
Chief Financial Officer
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Company Information
183IG GROUP HOLDINGS PLC Annual Report 2023
Company Financial Statementscontinued
Share capital
£m
Share premium
£m
Merger reserve
£m
Other reserves
£m
Retained earnings
£m
Total equity
£m
At 1 June 2021 – 125.8 81.0 7.9 528.9 743.6
Profit and total comprehensive income for the year – – – – 375.9 375.9
Equity-settled employee share-based payments – – – 13.6 – 13.6
Employee Benefit Trust purchase of own shares – – – (6.7) – (6.7)
Transfer of vested awards from the share-based payment reserve – – – (7.3) 7.3 –
Equity dividends paid – – – – (186.2) (186.2)
Issue of ordinary share capital for the acquisition of tastytrade – – 509.0 – – 509.0
At 31 May 2022 – 125.8 590.0 7.5 725.9 1,449.2
At 1 June 2022 – 125.8 590.0 7.5 725.9 1,449.2
Profit and total comprehensive income for the year – – – – 423.4 423.4
Equity dividends paid – – – – (188.1) (188.1)
Share buyback – – – (2.1) (176.6) (178.7)
Employee Benefit Trust purchase of own shares – – – (14.6) – (14.6)
Transfer of vested awards from the share-based payment reserve – – – (7.6) 7.6 –
Equity-settled employee share-based payments – – – 13.3 – 13.3
Share-based payments converted to cash-settled liabilities – – – (2.4) – (2.4)
At 31 May 2023 – 125.8 590.0 (5.9) 792.2 1,502.1
Company Statement of Changes in Equity
for the year ended 31 May 2023
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184 IG GROUP HOLDINGS PLC Annual Report 2023
Company Financial Statementscontinued
Note
Year ended
31 May 2023
£m
Year ended
31 May 2022
£m
Operating activities
Cash generated from operations 8 392.2 203.9
Net cash flow generated from operating activities 392.2 203.9
Investing activities
Loan issued to Group companies – (298.3)
Net cash flow used in investing activities – (298.3)
Financing activities
Interest paid on lease liabilities (0.2) (0.2)
Interest and other financing costs paid (13.0) (8.4)
Repayment of principal element of lease liabilities (2.0) (1.9)
Net proceeds from the issue of debt securities – 299.2
Payments made for share buyback (175.2) –
Equity dividends paid to owners of the parent (188.1) (186.2)
Employee Benefit Trust purchase of own shares (14.6) (6.7)
Net cash flow (used in)/generated from financingactivities (393.1) 95.8
Net (decrease)/increase in cash and cash equivalents (0.9) 1.4
Cash and cash equivalents at the beginning of theyear 1.8 0.4
Cash and cash equivalents at the end of the year 0.9 1.8
Company Statement of Cash Flows
for the year ended 31 May 2023
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185IG GROUP HOLDINGS PLC Annual Report 2023
1. General information and basis of preparation
General information
The Financial Statements of IG Group Holdings plc (the Company) for the year ended 31 May
2023 were authorised for issue by the Board of Directors on 19 July 2023 and Statement of
Financial Position was signed on the Board’s behalf by Charles Rozes. IG Group Holdings plc
is a public company limited by shares, which is listed on the London Stock Exchange and
incorporated in the United Kingdom and domiciled in England and Wales. The address of
the registered office is Cannon Bridge House, 25 Dowgate Hill, London, EC4R 2YA.
Basis of preparation
The Financial Statements of the Company have been prepared in accordance with UK-adopted
International Accounting Standards and with the requirements of the Companies Act 2006
as applicable to companies reporting under those standards. There were no unendorsed
standards effective for the year ended 31 May 2023 affecting these separate
Financial Statements.
The Financial Statements have been prepared under the historical cost convention and in
conformity with UK-adopted International Accounting Standards require use of certain critical
accounting estimates. It also require management to exercise its judgement in the process of
applying the Company’s accounting policies. There are no significant areas of judgement or
complexity, or areas where assumptions and estimates are significant to the Company’s
Financial Statements.
As permitted by Section 408(1)(b), (4) of the Companies Act 2006, the individual Income
Statement of the Company has not been presented in these Financial Statements. The amount
of profit for the year included within the Financial Statements of the Company is £423.4 million
(31 May 2022: £375.9 million). A Statement of Comprehensive Income has also not been
presented in these Financial Statements. No items of other comprehensive income arose
in the year (31 May 2022: £nil).
The Company’s functional currency and presentational currency is sterling.
2. Significant accounting policies
The accounting policies applied are the same as those set out in note 2 of the Group Financial
Statements except for the following:
Investment in subsidiaries
Subsidiaries are entities on which the Company has control. Control is achieved where the
Company has existing rights that give it the ability to direct the activities that affect the
Company’s returns and exposure or rights to variable returns from the entity. Investments
in subsidiaries are stated at cost less accumulated impairment losses.
Impairment of investment in subsidiaries
The Directors of the Company carry out an annual assessment to determine if any indication
of impairment exists. If such indicators are identified, then the amount of impairment is
ascertained by comparing the carrying amount of the investment in each subsidiary to its
recoverable amount. The recoverable amount of a subsidiary is determined based on VIU
calculations which requires the use of assumptions. The calculation of VIU incorporates cash
flow projections based on financial budgets approved by management.
Dividends
Dividends receivable are recognised when the shareholder’s right to receive the payment
is established.
3. Auditors’ remuneration
Auditors’ remuneration is disclosed within note 5 of the Group Financial Statements.
4. Directors’ remuneration
Directors’ remuneration is disclosed within the Director’s Remuneration Report section of the
Annual Report.
5. Staff costs
The Company has no employees (31 May 2022: nil).
6. Investment in subsidiaries
31 May 2023
£m
31 May 2022
£m
Cost
At the beginning of the year 1,076.3 553.3
Additions 10.9 1,027.1
Disposals – (504.1)
At the end of the year 1,087.2 1,076.3
The Company’s direct and indirectly owned subsidiaries are disclosed in note 34 of the Group
Financial Statements.
The investments in subsidiaries are assessed annually by the Directors of the Company, to
determine if there is any indication that any of the investments might be impaired. Based on an
assessment carried out, the carrying amount of the Company's investments in subsidiary is
supported by the net present value of future cash flows. Therefore, no impairment was
recognised during the current year.
Additions in the year also includes equity-settled share-based awards for employees of
subsidiaries of £10.9 million (31 May 2022: £13.6 million).
Company Financial Statementscontinued
Notes to the Company Financial Statements
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186 IG GROUP HOLDINGS PLC Annual Report 2023
7. Leases
(i) Right-of-use asset
31 May 2023
£m
31 May 2022
£m
Cost
At the beginning of the year 9.7 9.2
Additions 0.4 0.5
At the end of the year 10.1 9.7
Accumulated depreciation
At beginning of the year 4.7 3.1
Provided during the year 1.8 1.6
At the end of the year 6.5 4.7
Net book value 3.6 5.0
The Company’s right-of-use asset represents the commercial lease for office space. The table
below shows the discounted rental commitments under non-cancellable operating leases.
Future minimum payments due
31 May 2023
£m
31 May 2022
£m
Not later than one year 2.6 2.1
After one year but not more than five years 2.2 4.3
4.8 6.4
The following table shows the maturity analysis of the undiscounted cash flows for non-
cancellable leases. Balances due within 12 months equal their carrying balances as the impact
of discounting is not significant.
(ii) Lease liability
Future minimum payments due
31 May 2023
£m
31 May 2022
£m
Within one year 2.6 2.1
After one year but not more than five years 2.5 4.5
5.1 6.6
8. Cash flow information
Year ended
31 May 2023
£m
Year ended
31 May 2022
£m
Operating activities
Operating loss (6.4) (9.0)
Dividends received 430.0 385.0
Lease asset depreciation 1.8 1.6
Increase in trade and other receivables (204.9) (169.0)
Increase/(decrease) in trade and other payables 171.7 (4.7)
Cash generated from operations 392.2 203.9
Liabilities arising from financing activities
Debt securities
in issue
£m
Leases
£m
Share buyback
£m
Total
£m
As at 1 June 2021 – 7.8 – 7.8
Issued debt securities 299.2 – – 299.2
Financing arrangement fees (2.1) – – (2.1)
Unwind of capitalised financing fees 0.1 – – 0.1
Lease payments made in the year – (2.1) – (2.1)
Unwinding of discount – 0.2 – 0.2
Changes to existing lease
agreements – 0.5 – 0.5
As at 31 May 2022 297.2 6.4 – 303.6
As at 1 June 2022 297.2 6.4 – 303.6
Shares repurchased by broker
(including costs) – – 177.3 177.3
Payments made for share buyback – – (175.2) (175.2)
Financing arrangement fees (0.3) – – (0.3)
Unwind of capitalised financing fees 0.7 – – 0.7
Lease payments made in the year – (2.2) – (2.2)
Unwinding of discount – 0.2 – 0.2
Changes to existing lease
agreements – 0.4 – 0.4
As at 31 May 2023 297.6 4.8 2.1 304.5
Company Financial Statementscontinued
Notes to the Company Financial Statementscontinued
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187
IG GROUP HOLDINGS PLC Annual Report 2023
9. Other receivables
31 May 2023
£m
31 May 2022
£m
Amounts due from Group companies (current)
– IG Markets Limited 589.1 370.3
– IG Index Limited 8.6 11.1
– Other Group companies 3.0 0.8
Other debtors – 0.9
600.7 383.1
All amounts above are repayable on demand and are non-interest bearing.
Under the Group’s cash management framework, entities holding cash that is surplus to
short-term requirements generally lend the money to IG Markets Limited. In addition to the
£589.1 million due from IG Markets Limited outlined above, the Company has entered into an
agreement with IG Markets Limited to provide a £298.3 million loan to be repaid as one final
payment in November 2028. This is classified within non-current other receivables in the
Statement of Financial Position.
10. Debt securities in issue
In FY22 the Company issued £300.0 million 3.125% senior unsecured bonds due in 2028. The
issued debt has been recognised at fair value less transaction fees. As at 31 May 2023, £1.7
million unamortised arrangement fees remain on the Statement of Financial Position (31 May
2022: £2.0 million).
The Company also has access to a £350.0 million revolving credit facility, which has increased
as a result of two accordions to the existing revolving credit facility being signed in FY23. The
Company has the option to request an increase in the revolving credit facility size to £400.0
million. The Company also had the option to request a maturity extension of one year, which
was exercised in FY23. The revolving credit facility will now mature in October 2025. In addition,
the Company has the option to extend the maturity for a further year, subject to borrower
request and lender consent.
Under the terms of the revolving credit facility agreement, the Company is required to comply
with financial covenants covering maximum levels of leverage and debt to equity for Group at a
consolidated level. The Company has complied with all covenants throughout the year.
11. Other payables
31 May 2023
£m
31 May 2022
£m
Amounts due to Group companies
– IG Markets Limited 180.0 –
– Other Group companies 0.1 –
Accruals and provisions 7.1 13.9
Other taxes and social security 1.8 –
189.0 13.9
All amounts due to Group companies are repayable on demand and are non-interest bearing.
12. Share capital and share premium
Share capital and share premium is disclosed within note 24 of the Group Financial Statements.
13. Related party transactions
Transactions with related parties are as follows:
31 May 2023
£m
31 May 2022
£m
Income
Subsidiary – dividends 430.0 385.0
430.0 385.0
Finance income
Subsidiary 13.2 5.1
13.2 5.1
Refer to note 9 and note 11 for balances outstanding in respect of related parties.
Company Financial Statementscontinued
Notes to the Company Financial Statementscontinued
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188 IG GROUP HOLDINGS PLC Annual Report 2023
14. Other reserves
Share-based
payments
£m
Own shares held
in Employee
Benefit Trusts
£m
Share buyback
reserve
£m
Total other
reserves
£m
At 1 June 2021 9.5 (1.6) – 7.9
Equity-settled employee share-based
payments 13.6 – – 13.6
Exercise of employee share awards (2.3) 2.3 – –
Employee Benefit Trust purchase of
shares – (6.7) – (6.7)
Transfer of vested awards from the
share-based payments reserve (7.3) – – (7.3)
At 31 May 2022 13.5 (6.0) – 7.5
At 1 June 2022 13.5 (6.0) – 7.5
Equity-settled employee share-based
payments 13.3 – – 13.3
Exercise of employee share awards (11.3) 11.3 – –
Employee Benefit Trust purchase of
shares – (14.6) – (14.6)
Transfer of vested awards from the
share-based payments reserve (7.6) – – (7.6)
Share-based payments converted to
cash-settled liabilities (2.4) – – (2.4)
Share buyback – – (2.1) (2.1)
At 31 May 2023 5.5 (9.3) (2.1) (5.9)
15. Directors’ shareholdings
The Directors of the Company hold shares as disclosed in the Remuneration Report in the
Group Annual Report.
16. Contingent liabilities, provisions and guarantees
In the ordinary course of business, the Company is required to issue guarantees on behalf of its
subsidiaries. These primarily relate to guarantees provided to third party banks and hedging
counterparties. Under the terms of the agreements the Company acts as guarantor for
unsettled liabilities that may arise under other agreements between Group companies and
financial institutions. The amounts guaranteed by the Company as at 31 May 2023 was £7.0
million (31 May 2022 £0.2 million).
17. Financial risk management
Financial risks arising from financial instruments are managed at a Group-wide level and details
are in the Risk Management section of the Group Annual Report.
Credit risk
Held within other receivables are amounts receivable by the Company from related parties that
are unrated. The Directors consider the Company’s receivables to be recoverable as they are
with Group companies and the companies have adequate resource to ensure repayment in full.
Therefore, credit risk is minimal.
Liquidity risk
The tables below analyse the Company’s financial liabilities into relevant maturity categories
based on their contractual maturities. The amounts disclosed in the table are the contractual
undiscounted cash flows. The Company is able to obtain financial support from other Group
companies if this is needed. Therefore, liquidity risk is minimal.
31 May 2023
Within
1 year
£m
Between
2 and 5 years
£m
Over
5 years
£m
Total
£m
Carrying amount
£m
Debt securities in issue 9.4 37.5 304.4 351.3 297.6
Lease liabilities 2.6 2.5 – 5.1 4.8
Total 12.0 40.0 304.4 356.4 302.4
31 May 2022
Within
1 year
£m
Between
2 and 5 years
£m
Over
5 years
£m
Total
£m
Carrying amount
£m
Debt securities in issue 9.4 37.6 304.7 351.7 299.2
Lease liabilities 2.1 4.5 – 6.6 6.6
Total 11.5 42.1 304.7 358.3 305.8
Capital management
The capital of the Company is managed as part of the capital of the Group. Full details are
contained in the Group Financial Statements in note 29.
Company Financial Statementscontinued
Notes to the Company Financial Statementscontinued
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189IG GROUP HOLDINGS PLC Annual Report 2023
Company Financial Statementscontinued
Notes to the Company Financial Statementscontinued
18. Subsequent events
The subsequent events of the entity are the same as those disclosed in the notes to the Group
Financial Statements in note 35.
19. Dividends paid and proposed
The dividends paid and proposed by the Company are the same as those disclosed in the notes
to the Group Financial Statements in note 11.
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190
IG GROUP HOLDINGS PLC Annual Report 2023
Shareholder and Company Information
Shareholder information
Shareholder communications
You can opt to receive communications
from us by email rather than by post
and we will email you whenever we add
shareholder communications to the
Company website. To set this up, please visit
www.investorcentre.co.uk/ecomms and
register for electronic communications.
If you wish to change this instruction
you can do so by contacting our
Registrar at the address shown below.
You can also make this request online
via your Investor Centre account.
The Registrar can also be contacted by
telephone on +44 (0)371 495 2032. Calls to
this number cost no more than a national rate
call from any type of phone or provider. These
prices are for indication purposes only; if in
doubt, please check the cost of calling this
number with your phone line provider. Lines
are open 8.30am to 5.30pm, Monday to
Friday excluding bank holidays.
Shareholder enquiries
If you have any queries relating to your
shareholding, dividend payments, lost share
certificates, or change of personal details,
please contact Computershare by visiting
www.investorcentre.co.uk or by using the
contact details above.
American Depositary Receipts (ADRs)
IG’s ADR programme trades in the US OTC
market, under the symbol IGGHY. Each ADR
currently represents one ordinary share.
Dividend dates
Ex-dividend date 21 September 2023
Record date 22 September 2023
Last day to elect
for dividend
reinvestment plan 28 September 2023
Final dividend
payment date 19 October 2023
Annual shareholder calendar
Company reporting
Final results announced 20 July 2023
Annual Report published 15 August 2023
Annual General Meeting 20 September 2023
Company information
Directors (as at 19 July 2023)
Executive Directors
J Y Felix (Chief Executive Officer)
C A Rozes (Chief Financial Officer and Acting
Chief Executive Officer)
J M Noble (Chief Operating Officer)
Non-Executive Directors
R M McTighe (Chair)
J P Moulds
R Bhasin
A Didham
Wu Gang
S-A Hibberd
M Le May
S Skerritt
H C Stevenson
Company Secretary
A Gibbs
Registered number
04677092
Registered office
Cannon Bridge House
25 Dowgate Hill
London
EC4R 2YA
Bankers
Barclays Bank plc
1 Churchill Place
London
E14 5HP
HSBC Holdings plc
8 Canada Square
London
E14 5HQ
Lloyds Banking Group plc
25 Gresham Street
London
EC2V 7HN
Royal Bank of Scotland plc
36 St Andrew Square
Edinburgh
EH2 2YB
Brokers
Barclays Bank plc
5 The North Colonnade
Canary Wharf
London
E14 4BB
Numis Securities Limited
45 Gresham Street
London
EC2V 7BF
Independent Auditors
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory
Auditors
7 More London Riverside
London
SE1 2RT
Solicitors
Linklaters LLP
1 Silk Street
London
EC2Y 8HQ
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgewater Road
Bristol
BS99 6ZZ
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Company Information
191IG GROUP HOLDINGS PLC Annual Report 2023
Appendices
Appendix 1
Adjusted net trading revenue
£m FY23 FY22 Change %
Net trading revenue (Note 3) 941.8 972.3 (3%)
Interest income on client funds 81.8 3.5 Nm
Interest expense on client funds (1.0) (2.7) (63%)
FX gain associated with tastytrade acquisition – (5.8) Nm
Adjusted total revenue 1,022.6 967.3 6%
Adjusted operating costs
£m FY23 FY22
Operating costs (Note 4) 583.8 499.2
Net credit losses on financial assets 1.1 2.7
Operating costs inc. net credit losses 584.9 501.9
Operating costs relating to the tastytrade acquisition and
integration (2.7) (2.0)
Amortisation on tastytrade acquisition intangibles and
recurringnon-cash costs (37.0) (31.7)
Operating costs relating to the proposed Nadex sale (4.2) (3.3)
Adjusted operating costs 541.0 464.9
Adjusted profit before tax and earnings per share
£m (unless stated) FY23 FY22
Earnings per share (p) (Consolidated Income Statement) 86.9 92.9
Weighted average number of shares for the calculation of EPS
(millions) (note 10) 418.7 426.3
Profit after tax (Consolidated Income Statement) 363.7 396.1
Tax expense (Consolidated Income Statement) 86.2 80.9
Profit before tax (Consolidated Income Statement) 449.9 477.0
Hedging gain on tastytrade acquisition – (5.8)
Operating income relating to NADEX sale (3.3) (1.5)
Operating costs relating to the tastytrade acquisition and
integration 2.7 2.0
Amortisation on tastytrade acquisition intangibles and
recurringnon-cash costs 37.0 31.7
Operating costs relating to NADEX sale 4.2 3.3
Financing costs relating to the debt issuance – 1.0
Gains on sale of Small Exchange and disposal of Zero Hash – (4.1)
Movement in the FV of convertible debt associated with
ZeroHash – (9.3)
Adjusted profit before tax (A) 490.5 494.3
Adjusted tax expense (94.0) (83.8)
Adjusted profit after tax 396.5 410.5
Adjusted earnings per share (pence per share) 94.7 96.3
Adjusted revenue (B) 1,022.6 967.3
Adjusted PBT margin (A/B) % 48.0% 51.1%
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192 IG GROUP HOLDINGS PLC Annual Report 2023
Appendicescontinued
High Potential Markets total revenue – pro forma
£m FY23 FY22
Pro forma
FY22
Change
%
Pro forma
change %
High Potential Markets 207.0 139.7 148.3 48% 40%
tastytrade 170.3 111.9 120.5 52% 41%
Appendix 2
Operating lease net assets
£m FY23 FY22
Right-of-use assets
1
18.5 19.9
Lease liabilities (current) (7.4) (8.9)
Lease liabilities (non-current) (13.3) (13.0)
Operating lease liability (2.2) (2.0)
1 Amounts identified as right-of-use assets from “property, plant and equipment”
Own cash
£m FY23 FY22
Cash and cash equivalents 798.5 1,246.4
Financial investments – termed cash – 45.0
Less: Cash held to meet regulatory liquidity requirements (65.0) (45.5)
Less: Amounts due to the Pool (3.3) –
Own cash 730.2 1,245.9
Issued debt
£m FY23 FY22
Debt securities in issue (297.6) (297.2)
Unamortised fees capitalised
1
(1.7) (2.0)
Issued debt (299.3) (299.2)
1 Unamortised arrangement fees recognised in "debt securities in issue"
Net amounts due from brokers
£m FY23 FY22
Financial investments – UK Government securities held at brokers
(note 15) 372.3 289.9
Trade receivables – amounts due from broker (note 17) 486.6 381.0
Trade payables – amounts due to broker (note 21) (48.6) (28.0)
Other assets (note 18) 15.0 14.2
Net amounts due from brokers 825.3 657.1
Financial investments
£m FY23 FY22
Financial investments and financial assets pledged as collateral
(note 15) 606.4 396.1
Less: Financial investments held at brokers (note 15) (372.3) (289.9)
Financial investments 234.1 106.2
Liquid asset threshold requirement
£m FY23 FY22
Financial investments – regulatory liquidity requirements – 61.2
Cash held to meet regulatory liquidity requirements 65.0 45.5
Net amounts due from brokers 65.0 106.7
Own funds in client money
£m FY23 FY22
Trade receivables – own funds in client money (note 17) 79.4 85.5
Less: Trade payables – amounts due to clients
1
(4.3) (21.3)
Own funds in client money 75.1 64.2
1 Amounts considered as part of “own funds”
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193IG GROUP HOLDINGS PLC Annual Report 2023
Working capital
£m FY23 FY22
Prepayments (non-current) 0.3 –
Prepayments (current) 25.3 23.2
Amounts due from clients (note 17) 4.4 3.0
Unamortised fees capitalised
1
1.7 2.0
Other receivables 10.0 9.8
Other payables (other borrowings) (note 22) (1.2) –
Other payables (accruals) (note 22) (109.4) (112.6)
Other payables (payroll taxes, social security and other taxes
(note22) (3.5) (6.9)
Trade payables – amounts due to clients
2
(2.0) (1.0)
Working capital (74.4) (82.5)
1 Unamortised arrangement fees recognised in "debt securities in issue"
2 Amounts considered part of "working capital"
Net own funds generated from operations
£m FY23 FY22
Cash generated from operations 221.4 810.6
Interest received on client funds 75.8 3.5
Interest paid on client funds (1.0) (2.7)
Cash generated from operations 296.2 811.4
Increase in other assets (0.8) (16.1)
Increase in trade payables 95.3 (209.4)
Increase in trade receivables 102.5 (37.7)
Repayment of lease liabilities (7.1) (7.5)
Interest paid on lease liabilities (0.5) (0.6)
Fair value movement in Gilts (18.1) (3.6)
Own funds generated from operations (A) 467.5 536.5
Profit before taxation (B) 449.9 477.0
Conversion rate from profit to cash (A/B) % 104% 112%
Net own funds movement from acquisitions and disposals of investments in subsidiaries
and associates
£m FY23 FY22
Net cash flow to investment in associates – (1.9)
Net proceeds from disposal of subsidiaries 1.8 143.3
Proceeds from disposal of investments in associates, net of
cashdisposed 0.2 24.5
Net cash flow to acquire subsidiaries (4.8) (193.5)
Net own funds derecognised upon disposal of subsidiary – (2.7)
Net own funds recognised upon acquisition of subsidiary – 15.6
Net own funds movement from acquisitions and disposals of
investments in subsidiaries and associates (2.8) (14.7)
Appendicescontinued
Introduction Strategic Repot Governance Repot Financial Statements
Shareholder and
Company Information
194 IG GROUP HOLDINGS PLC Annual Report 2023
Group-wide Key Performance Indicator (KPI) Definitions
Net trading revenue (£m)
Represents the transaction fees paid by
clients (client income), net of introducing
partner commissions, our external hedging
costs, client trading profit and losses, and
corresponding hedging profits and losses.
Total revenue (£m)
Represents the sum of net trading revenue
and interest income.
Net operating income (£m)
Represents trading revenue, interest income
and other operating income, net of
introducing partner commissions, betting
duty and financial transaction taxes.
Net trading revenue generated from
non-OTC products (%)
Represents net trading revenue generated
from exchange traded derivatives and stock
trading and investments.
Adjusted profit before tax margin (%)
Represents the profit that we generate as a
percentage of total revenue, prior to tax
charges, on an adjusted basis.
Net own funds generated from operations
(£m)
Represents the level of net own funds (cash)
that we generate from our operations after
deductions for taxes.
Total number of active clients (000)
Represents the total number of unique clients
who have generated trading revenue from our
OTC or ETD products, or stock trading and
investment clients who held a balance at the
period end.
Employee engagement score (%)
Represents the average score of four key
questions from or annual employee survey.
Gender diversity (%)
Represents the percentage of women
employed across the Group.
ESG KPI: scope 1–3 greenhouse gas
emissions per employee (TCO
2
e)
Total scope 1–3 greenhouse gas emissions
in the financial year, divided by average
headcount during the year.
ESG KPI: people benefiting from our
Brighter Future initiatives globally
Represents the total number of people
benefiting from collaboration between
IG Menkul Değerler and charity partners such as
Teach First. This includes both direct and
indirect impact.
Cautionary statement
Certain statements included in our 2023 Annual Report, or incorporated by reference to it, may constitute ‘forward-looking statements’ in respect of the Group’s operations, performance, prospects and/or
financial condition.
Forward-looking statements involve known and unknown risks and uncertainties because they are beyond the Group’s control and are based on current beliefs and expectations about future events about the
Group and the industry in which the Group operates.
No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Group. If the assumptions on which the Group
bases its forward-looking statements change, actual results may differ from those expressed in such statements. The forward-looking statements contained herein reflect knowledge and information available
at the date of this Annual Report and the Group undertakes no obligation to update these forward-looking statements except as required by law.
This report does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase, any shares or other securities in the Company, and nothing in this report should be
construed as a profit forecast.
IG Menkul Değerler Holdings plc
Cannon Bridge House
25 Dowgate Hill
London EC4R 2YA
T: +44 (0)20 7896 0011
F: +44 (0)20 7896 0010
W: iggroup.com
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