Intermediate Capital Group PLC
INVESTING
FOR GROWTH
Annual Report & Accounts 2024
Contents
Overview
1
Investing for growth
2
ICG at a glance
4
Why invest in ICG
Strategic report
6
Chair’s introduction
7
Chief Executive Officer’s Review
10
Our business model
14
Key performance indicators
16
Finance review
28
Stakeholder engagement
35
Our people
39
Responsible investing
40
Managing risk
46
Viability statement
47
Climate-related Financial Disclosures
65
Non-financial information statement
Governance report
66
Governance report
67
Governance at a glance
69
Board of Directors
72
Corporate governance
76
Directors’ report
82
Directors’ responsibilities
83
Director induction and development
85
Audit Committee report
90
Risk Committee report
93
Nominations and Governance
Committee report
95
Remuneration Committee report
98
Remuneration at a glance
100
Annual report on remuneration
110
Governance of remuneration
111
Directors’ remuneration policy
Auditor’s report and
financial statements
117
Independent auditor’s report to the
members of Intermediate Capital
Group plc
125
Financial statements
132
Notes to the financial statements
Other information
196
Glossary
202 Basis of preparation for GHG
emissions statement
204 Outstanding debt facilities
205
Shareholder and Company
information
Key content in this report
What we do
We raise capital from our clients,
which our investment teams
deploy, manage and realise. We
create shareholder value by
growing our fee-earning AUM
and therefore management fees,
and by making and managing
investments that generate
performance fees and investment
income. By creating value for
our clients and our portfolio
companies, we underpin our ability
to raise and deploy future funds.
Read more on page 12
Our people
We are proud of our people’s
excellence, commitment and
diverse perspectives. Our
culture of balancing ambition,
performance and inclusion
remains a cornerstone of our
success.
Read more on page 35
Our strategy
We are scaling up, scaling out
and investing in our platform to
meet the needs of our investment
strategies and our global client
base. Successfully executing on
this will generate an increasingly
broad base of compounding AUM
and fee income, supported by a
world-class operating platform.
Read more on page 5
Our risk mitigation
We ensure that current and
emerging risks are identified,
assessed, monitored,
and controlled to protect
stakeholders’ interests.
Read more on page 40
Who we are
ICG is one of the world’s leading alternative
asset managers. We create sustainable value by
partnering with ambitious businesses.
We deliver outstanding investment performance
to our clients, provide wide‐ranging capital
solutions for corporates and owners of real
assets, and create value for stakeholders,
shareholders and communities.
Our Annual Report for 2024
This report combines all aspects of ICG’s
performance and reflects how we are
addressing areas which we believe have the
potential to have a material impact on the
delivery of our strategic objectives.
Unless otherwise stated, performance
information is for the year ended 31 March 2024.
Find out more
ICG website
www.icgam.com
ICG Sustainability
and People Report
2023/2024
www.icgam.com/spr
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INVESTING
FOR GROWTH
During the year, fee-earning
AUM has grown by 11%. We have
invested in our strategies, people
and platform to ensure we are well
positioned for the years ahead.
During 2024 we have focused on:
Scaling up and scaling out
We have invested in our existing strategies alongside our clients and have made
seed investments to support the launch of new strategies.
Read more on page 5
Our people and platform
We have invested across the organisation to deepen our investment teams,
broaden our marketing and client relations offering, and to enhance our operating
platform.
Read more on page 35
Investing sustainably
We have continued to integrate sustainability into our processes and have made
progress towards our net zero commitment.
Read more on page 39
1
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We have built an outstanding track record
and created long-term value for our
stakeholders: helping companies grow,
institutional investors and shareholders
achieve their goals, and creating an
inclusive working environment where
our colleagues can succeed.
We are 35 years old this year. We have
grown almost entirely organically, by
having a strong investment culture and
delivering for our clients.
“A strong investment culture
and client focus have been
two of the key drivers
supporting our growth.”
Benoît Durteste
Chief Investment
Officer and Chief
Executive Officer
As we continue to grow, we maintain a
relentless focus on investment performance
and on clients’ outcomes.
We strive to be a trusted
partner for our stakeholders
Everything we do aims to create value
for our stakeholders.
See Chief Executive Officer’s Review
on page 7
$98bn
AUM1
681
Number of clients
Growth in fee-earning AUM $bn
Structured and Private Equity
Private Debt
Real Assets
Credit
16bn
FY24
FY14
FY17
FY16
FY15
FY18
FY21
FY20
FY19
FY23
FY22
70
60
50
40
30
20
10
0
80
8bn
18bn
$70bn
28bn
Supported by a strategic and valuable balance sheet
1.
2.
3.
4.
5.
Structured and Private Equity
59%
Private Debt
5%
Real Assets
13%
Credit
10%
Seed investment
13%
17%
Five-year Compound Annual Growth Rate (CAGR)
£3bn
Balance sheet
investment portfolio
1. During the year, the Group updated its AUM measurement policy, see page 16.
DELIVERING
LONG-TERM
GROWTH
ICG at a glance
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“Our people remain
the cornerstone of our
strategy and are a key
driver of our success.”
People are at the core of what we do and the value
we create. We focus on developing world-class teams,
preserving the entrepreneurial spirit which makes us
special, and creating a culture that is inclusive and
impactful on a corporate and a personal level.
Making a difference
We aim to have a wide range of people joining
our firm and then invest heavily in their development
and success.
See Our People on page 35
Antje Hensel-Roth
Chief People and
External Affairs Officer
637
People
7.1/10
Employee engagement*
July 2023
“Our financial performance
is the output of the value
we create for our clients,
the strategic position of ICG,
and our long-term approach
to capital allocation.”
Fee income is the key financial driver of our business,
and our capital management underpins the successful
execution of our strategic objectives.
See page 22
Fee income
£579m (2023: £501m)
FMC PBT
£375m (2023: £311m)
NAV per share
801p (2023: 694p)
Fund management company PBT £m
FY24
FY14
FY17
FY16
FY15
FY18
FY21
FY20
FY19
FY23
FY22
350
300
250
200
150
100
50
0
400
£375m
David Bicarregui
Chief Financial Officer
*Employee engagement driver includes questions on Loyalty,
Recommendation and Satisfaction. July 2023 Pulse Survey
participation: 74%.
21%
Five-year CAGR
ICG at a glance continued
Fee income £m
22%
Five-year CAGR
FY24
FY14
FY17
FY16
FY15
FY18
FY21
FY20
FY19
FY23
FY22
525
450
375
300
225
150
75
0
600
£579m
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Why invest in ICG
Attractive, structurally
growing sector
Client demand
Allocations to private markets are expected to
grow in the coming years, supported by attractive
returns, lower volatility, more availability of
strategies, and the increasing importance of
private markets in the global economy.
“The Board has a long-term
perspective on creating
shareholder value. ICG
operates in an attractive
global market, and we are
focused on ensuring the
Group is strategically and
financially positioned to
execute on the exciting
opportunities ahead.”
William Rucker
Chair
Total shareholder return since IPO
85.8x
(Last 10 years: 5.6x)
Source: Bloomberg as of 31 March 2024.
$7tn
Forecast increase in private markets AUM,
2023 - 2028
Source: Preqin as of April 2024.
Investment opportunities
in private markets
An increasingly large number of businesses are
looking to private markets for capitalisation to
facilitate succession or invest in growth initiatives.
How we generate shareholder value
Grow fee-earning AUM
Profitability
Invest and manage
responsibly
Operating costs
Management
fees
Earnings
growth
Performance
fees
Net investment
returns
NAV / share
Execute successfully
Leverage operational platform
Generate revenue
Deliver shareholder return
See page 34 Dividend policy
LONG-TERM
VALUE
CREATION
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Positioned to execute
People
Our business is deeply relationship-based. We benefit from our
local teams having a strong track-record and an excellent network
that enables them to originate and execute on investment and
fundraising opportunities.
Read about Our People on page 35
Operational
Broad, scaled investment strategies
We have a diversified platform enabling our clients to invest across
four asset classes.
$98bn
AUM1
Global client footprint
Our client base is diverse and global. It includes some of the world’s
largest sovereign wealth funds, asset managers, pension plans and
insurance companies, as well as family office and wealthy individuals.
>680
Clients globally
Financial
Visible and recurring management fee income
>90% of our AUM is in long-duration, closed-end funds. This gives us
visible and recurring streams of management fee income with almost
no mark-to-market exposure, enabling us to plan for the long term.
Strategically powerful balance sheet
Our well capitalised, robust and valuable balance sheet enables
us to seed new strategies, align interests with our clients, and
generate value for our shareholders.
Track record of growth
Drivers of future shareholder value
Scaling up
Our four flagship strategies account for 70% of our fee-earning AUM
and generate 72% of our management fee income. We see significant
opportunity for each of these strategies to grow in coming years.
4
Flagship strategies
1.
2.
1. Dividend declared
52%
2. Internal investments
48%
Fee-earning AUM
Our fee-earning AUM directly drives our management fees. We
have developed a strong track record of raising and deploying
capital, growing our fee-earning AUM substantially.
2.2x
Five-year growth
Fee income
Our management fees are visible, resilient streams of income that are
generally not impacted by fund valuations. Performance fees account
for 10-15% of our total fee income.
2.6x
Five-year growth
FMC PBT
There is substantial operating leverage within our business model. As
our investment strategies have scaled and we have generated more
fee income, our FMC PBT growth has outpaced the growth of our
fee-earning AUM and fee income.
2.6x
Five-year growth
Why invest in ICG continued
Scaling out
We currently have 12 seeding and scaling strategies that open
significant addressable markets to ICG. As these strategies scale, they
will make ICG even more relevant to clients, and our fee streams will
become more diversified and resilient.
12
Seeding and scaling strategies
Invest in our platform
A world-class platform supports our client experience
and product innovation, helps leverage insight from the
vast amount of data across our firm, and helps protect
ICG in a regulated global landscape.
Disciplined approach to capital allocation
We balance capital allocation decisions between investing in the
business and returning capital to shareholders, all underpinned
by ensuring we have a robust balance sheet. Internal investment
encompasses investing in our platform as well as developing new
strategies and investing alongside clients in existing strategies.
Our progressive dividend policy is our principal route of returning
capital to shareholders.
£1.1bn
Total available liquidity
£3bn
Balance sheet investment portfolio
Use of capital generated over last five years2
1. During the year the Group updated its AUM measurement policy, see page 16.
2. Total EPS FY20 – FY24 inclusive, internal investments defined as cumulative APM EPS less cumulative declared dividends.
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Chair’s introduction
EFFECTIVE
GOVERNANCE
TO FACILITATE
GROWTH
“Your Board will continue to ensure that ICG’s business
is run to high standards of governance and growth.”
Dear shareholders
In my first full financial year as Chair of ICG, your
Board has been focused on supporting ICG's
continued growth and evolution. The financial
performance for the year is impressive, and
continues the firm’s long-term trajectory of
profitable growth (see page 5). Looking to the
future, we have supported the executive team as it
has continued to reinforce the depth of the firm’s
senior human capital, and the Board has had focused
discussions around the allocation of capital to ensure
the continued success of the firm in the years ahead
(see page 68).
I have enjoyed meeting a number of current and
potential shareholders during the year and look
forward to more such meetings – transparency
and communication are important attributes of a
well-governed firm. It is clear to me that our business
model and position within the global alternative asset
management landscape is increasingly understood;
that this sector is likely to continue to attract more
interest from the public markets; and that we enjoy
strong support from our shareholders to continue to
scale up and out.
I was happy to commission an externally-led
Board evaluation this year. Although the Board is
performing well, we are aware that standards evolve
and boards must rise to meet new challenges. The
review process (summarised on page 83) concluded
that your Board continues to operate cohesively and
effectively; however we will not rest on our laurels
and have agreed a number of actions to further
enhance the quality of our debate and input.
Your Board believes that the Group should
act as a responsible participant in society and
that our strategy should reflect this. The impacts
of our decisions on different stakeholder groups
are uppermost in our minds and you can read more
detail on how various stakeholders were considered
as part of the Board’s decision-making process
on page 28.
During the year, we have discussed the
sustainability related obligations on our Group,
and have considered both how these can be best
met for our business and how these should be
overseen by the Board. We have also continued
to consider other stakeholders; we have invested
in our employees through enhanced training and
development programmes; we have continued to
utilise our charitable giving to support the community
and progressed a range of DEI initiatives, including
a significant "deep dive" review (that is explained in
more detail on page 83). Consideration of our wider
profile and societal impact will continue to be a key
area of focus.
The Board has a diverse membership in terms
of gender, experience and background; and that
diversity of thought contributes to the Board’s
effectiveness. A culture of open discussion and
diverse perspectives is an important component
of ICG’s success to date, and will continue to be a
priority for your Board. Rusty Nelligan retired from
the Board in March and Amy Schioldager will retire
in July; we thank them both for their long and
dedicated service as Non Executive Directors.
We anticipate that we will shortly announce a new
Non Executive Director appointment which will
enhance our Board’s diversity.
Throughout the year, the Board and its
Committees carefully considered the revised
Corporate Governance Code and, save for the
slightly delayed Board evaluation due to the timing
of the change of Chair at the end of the prior financial
year, continued to comply with those requirements
for the year ending 31 March 2024.
The Board remains grateful for your support
throughout the year, and we look forward to
continuing our constructive dialogue.
William Rucker
Chair
27 May 2024
William Rucker
Chair
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Chief Executive Officer’s Review
30 YEARS
SINCE LISTING
DECADES OF
OPPORTUNITIES
Marking 30 years since IPO
2024 is our 30th anniversary of being listed on
the London Stock Exchange, and the entire ICG
team is proud to mark this milestone with the results
we are reporting today. Since our IPO, we have
generated a total shareholder return of 85.8x -
substantially more than both the FTSE 100 and the
S&P 500. Our total shareholder return has also
outperformed both those indices over the last five
and ten years1. Today we are a truly global business
managing almost $100bn of AUM on behalf of over
680 clients across a wide range of private markets
strategies, and we have demonstrated a consistent
ability to scale up and to scale out - both strategically
and financially.
The challenging environment over the last twelve
months - indeed, the last two years - has shown that
we are a manager of choice for clients, who have
continued to commit capital to our funds. The
investment performance of our products has
delivered significant value and as a firm we have
scaled and broadened our capabilities and our
platform - all of which positions us well to capture
future growth opportunities.
Our focus on sustainability remains strong. During
the past year, we have continued making progress
towards our science-based decarbonisation
targets and have further enhanced our approach to
integrating sustainability factors in our investment
decisions and engagement efforts. We were pleased
that ICG retained its recognition as a leader in our
field in a range of external sustainability ratings; for
the third consecutive year we received the top AAA
rating from MSCI and retained membership in the
Dow Jones Sustainability Index (Europe)2, to name
a few. I encourage you to read our Sustainability and
People Report, which will be published in the coming
weeks, for a more in-depth review of our progress.
Navigating today's environment
The investment landscape across the industry
during FY24 was nuanced. For more equity-focused
strategies, transaction velocity reduced substantially
across the market, with 2023 marking the second
consecutive year that buyout volumes globally
reduced3. By contrast, deployment in private debt
strategies held up, taking advantage of the funding
gap created by the leveraged loan and high yield
bond markets being generally closed - over 80%
of LBOs in Europe during 2023 were backed by
direct lending strategies3. For many LPs, the level
of realisations has been a significant challenge over
the last 24 months and a differentiator as they select
managers. DPI has been described as “the new IRR”,
this has become a competitive advantage for ICG.
Consistently crystallising performance has long
been an expressly avowed feature of our investment
approach, and we are reaping the benefits today,
with a number of our strategies having a proven
track record of being top decile.
From a deployment perspective, strategies that
invest in credit, structured transactions and liquidity
solutions are attractive in today’s environment.
Our broad waterfront of products has enabled
us to capitalise on these conditions for our clients,
which is particularly notable in the business activity
during the year within our flagship Direct Lending
strategy, and in our families of secondary4 and
corporate5 strategies.
Looking ahead, we do not see signs of a notable,
imminent and sustained increase in traditional buyout
volumes. However, we do believe that companies will
continue to seek to raise capital to support their
growth and ownership ambitions, and ICG's range of
products enables us to provide flexible solutions
across the capital structure that we expect to
continue to be attractive in this environment. Further
reflections on trends and our outlook relative to our
principal areas of risk can be found on pages 42-45.
Benoît Durteste
CEO and CIO
1. Source: Bloomberg as of 31 March 2024.
2. MSCI and S&P Global.
3. Source: Bain & Company, Global Private Equity Report 2024.
4. Strategic Equity and LP Secondaries.
5. European Corporate, Europe Mid Market and Asia Corporate.
“ICG is clearly a manager of choice for clients. Our broad
waterfront of products, investment track record, and
financial strength position us for many years of growth.”
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Chief Executive Officer’s Review continued
Building for growth
Our focus on building the ICG platform to have
breadth at scale across our investment strategies
and our client base; our reputation for investment
excellence; and our human and financial capital,
all combine to create a powerful and growing
ecosystem that positions us for long-term success
and enables us to proactively manage through market
cycles. In a strong market, the vast majority of
managers appear to flourish; in more challenging
environments, the benefits of strong investment
discipline and a sustainable, long-term business
model become more apparent.
That we are in an attractive position in this
respect is clear in our financial performance:
in FY24 we raised $13.0bn, exceeding our
accelerated fundraising guidance; our fee-earning
AUM grew, closing the year at $69.7bn; management
fees of £505m surpassed half a billion pounds for the
first time ever; portfolio company performance and
transaction visibility led to performance fees of
£74m being recognised and NIR of 13%; and FMC
PBT reached £375m, growing for the tenth
consecutive year.
Supporting this growth, we have continued to invest
in our platform – we now have 635 employees6
globally and operate out of 19 locations. During
the year we opened an office in Canada, grew our
presence in Poland and India, and made a number
of hires across the firm, in particular within our
marketing and CBS teams. While we expect to
continue to welcome more colleagues in FY25
at all levels, we have already made substantial
investments to position the business and platform
for further future growth.
Looking ahead
Today our waterfront of products is broad and
attractive. We have a number of globally relevant,
large, flagship strategies that have considerable
runway for further growth; and an exciting group
of scaling strategies that provide multiple levers to
expand and diversify our business globally in the
coming years.
We are working on a number of promising
first-time funds - including Real Estate Asia and
Infrastructure Asia - and we are launching our first
wealth-focused product, ICG Core Private Equity.
This is an institutional-quality US evergreen fund
giving clients differentiated access to private
equity through the secondary market.
I remain very confident of the market’s ongoing
evolution and innovation. Since we listed 30 years
ago ICG has been growing and investing successfully
for the benefit of our clients and our shareholders,
and today we have the market opportunity combined
with the strategic and financial resources that
position us for decades of growth to come.
Thank you for your continued support.
Benoît Durteste
CEO and CIO
Meeting client demand
Of the $13.0bn fundraising during the year, 31%
came from the US and 11% came from the Wealth
channel – both areas of focus that we have previously
highlighted. We enjoyed strong demand for the two
flagship strategies we had in the market, Strategic
Equity (which raised $3.5bn) and European Direct
Lending (Senior Debt Partners, which raised
$3.7bn), as well as for a number of scaling strategies
including Europe Mid-Market II and North America
Credit Partners III. All four of these funds are already
larger than their predecessor vintages and are
continuing to raise.
The current fundraising backdrop is especially
difficult for first time funds, and against that
backdrop we are extremely pleased with three
notable successes: ICG Life Sciences was selected
as an Investment Partner for the UK Government-
backed Long-term Investment for Technology and
Science (LIFTS) initiative; we raised $0.5bn for our
Real Estate Equity's "Metropolitan" fund family; and
we had the final close for the first vintage of ICG LP
Secondaries, with a materially oversubscribed
fundraise for the strategy closing at $1.0bn.
These successes build on our differentiated ability
to broaden our waterfront of products organically;
underline the trust our clients are willing to place in
us; and have opened up new asset classes for ICG
in which to grow our AUM in the coming years.
Since 1 April 2021 we have attracted more capital
more quickly than we anticipated, raising $46bn
over three years. During this time we have grown
our client base by 43%, from 476 to 681, and these
new clients contributed 35% of our fundraising in
the period. This is a material step-up in our scale
globally, and as more of our strategies get
incrementally larger, we expect to see further
benefits of our growing client franchise across
our platform.
6. Full Time Equivalent basis.
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Chief Executive Officer’s Review continued
ICG’s global footprint today, operating out of 19 locations1
Sydney
Singapore
Hong Kong
• Tokyo
• Stockholm
• Copenhagen
London
• Milan
Frankfurt
Paris
Amsterdam
Luxembourg
Madrid •
Dubai •
Warsaw
Pune
New York
• Toronto
• San Francisco
FY24
FY17
FY21
681
285
476
Global client base is scaling2
Global Fee income
1.
USD
35%
2.
EUR
56%
3.
GBP
8%
4.
Other
1%
2.
3.
4.
1.
APAC
UK and Ireland
EMEA
(excluding UK and Ireland)
Americas
2. Client split by geography weighted by % of third-party AUM, excluding CLOs, listed vehicles, non-fee paying
co-investments and non-fee paying leverage.
1. This includes locations of outsourced service providers
where there are no ICG employees. Circles are not to scale.
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How we create value
The value
we create
We have a wide range of
stakeholders who share
our success
Our strategy
We are scaling up,
scaling out and
investing in our
platform to meet
the needs of our
investment strategies
and our global client
base.
What we do
We manage our
clients’ capital across
four asset classes
and provide flexible,
sustainable financing
solutions to companies
Our clients
We develop long-term
relationships and serve
a global client base
How we
manage risk
We identify and
mitigate the potential
impact of risks on
our business and
appropriately set
our risk appetite
Our market
We are well positioned
to benefit from private
market trends
Our resources
We have four key
resources that
we require to operate,
create value and
achieve our objectives:
– Our reputation
and track record
– Our people and
platform
– Our client franchise
– Our financial
resources
Our purpose
is to create value
by providing flexible
and sustainable
capital that helps
businesses
develop and grow
Our business model
INVESTING
IN GROWTH
TO CREATE
VALUE
ICG’s entrepreneurial culture, breadth of
investment strategies and our well-capitalised
platform enables us to sustain business activity
throughout economic cycles.
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Our business model continued
Our purpose
We are a global alternative
asset manager. Our purpose
is to create value by providing
flexible and sustainable capital
that helps businesses develop
and grow.
Our culture of balancing ambition, performance
and inclusion remains a driver of our success.
Environmental, social, and governance concerns
are central to how we manage investment risks
and opportunities.
We have the strategic and financial resources
necessary to capitalise on future opportunities
and to continue to generate long-term value for
our shareholders and clients.
Our resources
Our reputation and track record
We have existed for 35 years and listed in 1994. Our
reputation of having a strong investment focus and
our track record of delivering value for our clients
are key to our continued success.
Our people and platform
We are a world-class firm of outstanding
professionals, and we form a purposeful community
between our colleagues, the businesses with which
we work, and our clients.
Our business is organised to reflect our emphasis
on investment performance, client focus, and
operational excellence. We succeed because of our
people and culture demonstrating integrity, diversity
and collaboration.
See Our People page 35
Our client franchise
Our global marketing and client relations team
ensures that we continue to understand and meet
the requirements of our clients.
Our strong client franchise enables us to grow
existing strategies and to launch new strategies.
Our financial resources
Our visible, recurring fee income enables us to plan
with a long-term view, and our strategic and valuable
balance sheet enables us to seed and accelerate new
strategies, and to align our interest with our clients.
See Finance Review page 16
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Our asset classes
We manage our AUM across four asset classes, providing capital to our portfolio
companies across the capital structure in the most appropriate form to meet their needs.
Our asset classes
Our market environment
ICG is well-positioned to benefit from private market trends. Our diversity of strategies is a strategic advantage as it allows us to help clients meet their investment objectives across
a wide range of funds and across economic cycles.
See page 7.
Structured and Private Equity
Provides structured and equity solutions to
private companies, including both control
transactions and minority investments.
41%
Fee-earning AUM
58%
Fee income
Credit
Invests in tradeable credit markets.
25%
Fee-earning AUM 13%
Fee income
Private Debt
Provides debt financing to high-quality
corporate borrowers.
23%
Fee-earning AUM 19%
Fee income
Real Assets
Provides debt and equity financing in the real
estate and infrastructure sectors.
11%
Fee-earning AUM
10%
Fee income
What we do
We help grow our clients’ capital and provide flexible,
sustainable financing solutions to companies.
Purpose
Creating value
by providing flexible
and sustainable capital to
helps businesses develop
and grow
1
.
G
r
o
w
f
e
e
-
e
a
r
n
i
n
g
A
U
M
2
.
I
n
v
e
s
t
3
.
M
a
n
a
g
e
a
n
d
R
e
a
li
s
e
1. Grow fee-earning
AUM
We raise capital from clients
across a range of investment
strategies. By broadening our
product offering, we grow our
client base and our business
with existing clients.
2. Invest
We use our investment platform
and expertise to secure attractive
opportunities on behalf of
our clients.
3. Manage
and Realise
We work hard to help our
portfolio companies develop and
grow, and where appropriate we
support them on sustainability
matters such as decarbonisation
and diversity, equity and inclusion.
Our business model continued
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1.
2.
3.
4.
1.
2.
3.
4.
5.
6.
1. 2.
3.
4.
5.
1. EMEA (excluding
UK & Ireland)
37%
2. Americas
27%
3. APAC
22%
4. UK & Ireland
14%
1. Pension
31%
2. Insurance Company
16%
3. Asset Manager
14%
4. Family Office
12%
5. Wealth
3%
6. Other
24%
1. Top 1 Client AUM
3%
2. Top 2-5 Client AUM
10%
3. Top 6-10 Client AUM
8%
4. Top 11-20 Client AUM
12%
5. Rest
67%
Our business model continued
Our clients
We develop long-term relationships and serve a global client base, helping them meet their
investment objectives.
The value we create
Employees
We invest in our people, provide a safe working environment, and support a diverse,
skilled and committed workforce.
Clients
Clients entrust us with their capital to invest on their behalf. Creating value for our clients through
investing and managing their capital is central to our purpose.
Shareholders and lenders
We generate an attractive risk-adjusted return through a combination of income and growth
for our capital providers, with the return on our operations exceeding our cost of capital.
Suppliers
We ensure our suppliers are engaged with our business to better meet our needs and to enable
us to understand their perspective.
Community
We are committed to serving and supporting our wider community through financial
and non-financial means.
Environment
Effectively implementing our responsible business practices helps us to deliver long-term value.
Regulators
Understanding and adhering to the standards set is of paramount importance to our success
as an asset manager.
Managing our risks
Successfully identifying and mitigating the potential impact of risks on our business and appropriately setting our risk appetite is critical to ensure we continue to generate long-term value for our stakeholders.
See Managing Risks on page 40
Client split by type1
Client diversification1
Client split by geography1
See Stakeholder Engagement on
page 28
See the Sustainability and People Report
2023/2024: www.icgam.com/spr
1. Client geography and type shown by number of clients. Client diversification weighted by percentage
of third-party AUM, excluding CLOs and listed vehicles.
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Key Performance Indicator
Fee-earning AUM
Weighted-average fee rate
Fund Management
Company operating margin
Deployment of direct
investment funds
Percentage of realised assets
exceeding performance hurdle
UK senior management diversity
HOW WE
MEASURE
OUR SUCCESS
Alternative performance measures
Our KPIs include alternative
performance measures,
providing additional insight
into the performance
of our business.
The UK-adopted IAS financial information on page
125 includes the impact of the consolidated funds
which are determined by UK-adopted IAS to be
controlled by the Group, although the Group’s
loss exposure to these funds is limited to the
capital invested by the Group in each fund and the
associated net investment returns.
The glossary on page 196 includes the definitions
of these alternative performance measures and
reconciliation to the relevant IFRS measures.
Our Key Performance Indicators (KPIs)
help us monitor our progress:
See more on our strategic objectives
on page 12
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2024
2020
2023
2022
2021
39.6
62.8
46.7
58.3
69.7
2024
2020
2023
2022
2021
0.79
0.90
0.81
0.88
0.92
Key performance indicators
Fee-earning AUM $bn
$69.7bn
Rationale
Raising third-party funds is one of the leading
indicators of the Group’s profitability.
Outcome
Fee-earning AUM of $69.7bn up 11% compared to
FY23 on a constant currency basis. See page 17 for
further discussion.
Weighted-average fee rate %
0.92%
Rationale
The weighted-average management fee rate
on fee-earning AUM is a measure of profitability.
Fee rates vary across our strategies. The weighted-
average fee rate will depend on, amongst other
things, the composition of fee-earning AUM.
Outcome
The effective management fee rate on our
fee-earning AUM at the period end was 0.92%
(FY23: 0.90%).
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Deployment of direct
investment funds %
Key performance indicators continued
FMC operating margin %
57.4%
Percentage of realised assets
exceeding performance hurdle %
94.3%
UK senior management
gender diversity %
36.3%
LTD deployed as % of funds raised
40
100
% investment period
80
60
20
0
40
100
80
60
20
Key to deployment funds
1 Europe VIII
2 Asia Pacific IV
3 LP Secondaries I
4 Recovery Fund II
5 RE Partnership VI
2024
2020
2023
2022
2021
53.6
57.5
52.1
55.8
57.4
2024
2020
2023
2022
2021
92.0
89.5
88.2
89.3
94.3
2024
2020
2023
2022
2021
43.8
35.3
42.1
41.2
36.3
Rationale
The FMC operating margin is a measure of the
efficiency of our fund management activities.
Outcome
The FMC operating margin was 57.4%
(FY23: 57.5%). See page 23 for further discussion.
Rationale
Direct investment funds have a defined investment
period. We monitor progress against a straight-
line deployment basis as an indicator of timing
for subsequent fund raising.
Outcome
During the period we deployed a total of $7.7bn
of AUM on behalf of our direct investment funds
(FY23: $10.5bn).
Rationale
An indicator of our ability to manage portfolios to
maximise value is the level of realised assets for
which the return is above the fund performance
hurdle rate. This is the minimum return level clients
expect and the point at which the Group earns
performance fees.
Outcome
Our strategies continued to perform strongly.
The outcome for the year on this KPI is in line
with our long-term average.
Rationale
We believe a more diverse and inclusive workforce
enhances the delivery of our strategic objectives
and shareholder value. We have pledged to uphold
the number of women in senior management roles
at 30% in an industry in which senior positions are
predominantly held by men.
Outcome
Despite a change in management organisation
during the year and the impact of individual
moves within a small group, the Group has
maintained its gender diversity above the
Women in Finance target.
Read more on our Executive Director
KPIs on page 100
3
5
4
2
1
Finance review
LONG-TERM
GROWTH
CREATING
VALUE
AUM and FY25 fundraising
The Board and management monitor the financial performance of the Group on the basis of Alternative
Performance Measures (APM), which are non-UK-adopted IAS measures. The APM form the basis of the
financial results discussed in this review, which the Board believes assist shareholders in assessing their
investment and the delivery of the Group’s strategy through its financial performance.
The substantive difference between APM and UK-adopted IAS is the consolidation of funds, including seeded
strategies, and related entities deemed to be controlled by the Group, which are included in the UK-adopted
IAS consolidated financial statements at fair value but excluded for the APM in which the Group’s economic
exposure to the assets is reported.
Under IFRS 10, the Group is deemed to control (and therefore consolidate) entities where it can make
significant decisions that can substantially affect the variable returns of investors. This has the impact of
including the assets and liabilities of these entities in the consolidated statement of financial position and
recognising the related income and expenses of these entities in the consolidated income statement.
The Group’s profit before tax on a UK-adopted IAS basis was above prior period at £530.8m (FY23: £251.0m).
On the APM basis it was above the prior period at £597.8m (FY23: £258.1m).
The Group’s APM Net Investment Returns in FY24 include £60m of gains that had previously been recognised
under UK-adopted IAS but not under APM. This is due to a change in classification of one asset that was
originally expected to be transferred to a fund managed by ICG and that is now expected to be sold to third
parties.
Detail of these adjustments can be found in note 4 to the consolidated financial statements on pages 135 to 139.
AUM of $98bn
AUM ($m)
Structured
and Private
Equity
Private Debt
Real Assets
Credit
Seed
investments
Total
At 1 April 2023
29,887
23,849
8,218
18,205
–
80,159
Fundraising and other additions
6,030
5,135
1,243
1,873
394
14,675
Realisations
(1,114)
(843)
(768)
(2,327)
(403)
(5,455)
Market movements
(305)
(508)
(60)
193
89
(591)
Impact of methodology change
(see below)
6,374
669
2,182
–
419
9,644
At 31 March 2024
40,872
28,302
10,815
17,944
499
98,432
Note on methodology change regarding AUM: To bring our definition of AUM more closely into line with
market practice and to more accurately reflect the value that we manage on behalf of our clients, effective
31 March 2024 we are including fee-exempt AUM that we manage. There is no impact on the definition of
fee-earning AUM or on ICG plc's economics as a result of this change.
“We are reporting growth across all key metrics
for ICG. Our powerful financial model is generating
long-term value for shareholders.”
David Bicarregui
Chief Financial Officer
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Fee-earning AUM of $70bn
Fee-earning AUM ($m)
Structured and
Private Equity
Private Debt
Real Assets
Credit
Total
At 1 April 2023
23,840
14,249
6,862
17,898
62,849
Funds raised: fees on committed
capital
5,298
–
581
–
5,879
Deployment of funds: fees on
invested capital
706
3,820
1,257
1,958
7,741
Total additions
6,004
3,820
1,838
1,958
13,620
Realisations
(827)
(1,777)
(900)
(2,471)
(5,975)
Net additions / (realisations)
5,177
2,043
938
(513)
7,645
Stepdowns
(220)
–
(92)
–
(312)
Market movements
(463)
(382)
25
296
(524)
At 31 March 2024
28,334
15,910
7,733
17,681
69,658
Change $m
4,494
1,661
871
(217)
6,809
Change %
19%
12%
13%
(1)%
11%
Change % (constant exchange rate)
19%
12%
11%
(1)%
11%
The bridge between AUM and Fee-earning AUM is as follows:
$m
Structured
and Private
Equity
Private Debt
Real Assets
Credit
Seed
investments
Total
Fee-earning AUM
28,334
15,910
7,733
17,681
–
69,658
AUM not yet earning fees
3,883
11,534
393
450
–
16,260
Fee-exempt AUM
6,374
669
2,182
–
–
9,225
Balance sheet investment portfolio
and Other1
2,281
189
507
(187)
499
3,289
AUM
40,872
28,302
10,815
17,944
499
98,432
1. Includes elimination of $588m (£465m) due to how the balance sheet investment portfolio accounts for and invests into CLO's
managed by ICG and its affiliates
At 31 March 2024 we had $26.3bn of AUM available to deploy in new investments ("dry powder"), of which
$16.3bn was not yet earning fees.
FY25 fundraising
At 31 March 2024, closed-end funds and associated SMAs that were actively fundraising included SDP V;
Strategic Equity V; North America Credit Partners III; Europe Mid-Market II; Infrastructure Europe II; Life
Sciences I; and various Real Estate equity and debt strategies. During FY25 we expect to hold final closes for a
number of those including SDP V, Strategic Equity V, North America Capital Partners III and Infrastructure II. We
anticipate launching a number of funds including Core Private Equity and Europe IX. The timings of launches
and closes for these funds depends on a number of factors, including the prevailing market conditions.
Finance review continued
AUM and FY25 fundraising continued
Group financial performance
£m unless stated
Year ended
31 March 2023
Year ended
31 March 2024
Change %1
Management fees
481.4
505.4
5%
Performance fees
19.6
73.7
n/m
Fee income
501.0
579.1
16%
Movement in fair value of derivative
(26.8)
–
n/m
Other Fund Management Company income
65.7
72.9
11%
Fund Management Company revenue
539.9
652.0
21%
Fund Management Company operating expenses
(229.2)
(277.5)
21%
Fund Management Company profit before tax
310.7
374.5
21%
Fund Management Company operating margin
57.5%
57.4%
(0.1)%
Net investment return
102.3
379.3
n/m
Other Investment Company Income
(3.9)
(31.3)
n/m
Investment Company operating expenses
(103.1)
(100.4)
3%
Interest income
13.9
21.5
55%
Interest expense
(61.8)
(45.8)
26%
Investment Company (loss) / profit before tax
(52.6)
223.3
n/m
Group profit before tax
258.1
597.8
n/m
Tax
(28.8)
(78.5)
n/m
Group profit after tax
229.3
519.3
n/m
Earnings per share
80.3 p
181.5 p
n/m
Dividend per share
77.5p
79p
2%
Total available liquidity
£1.1bn
£1.1bn
7%
Balance sheet investment portfolio
£2.9bn
£3.1bn
6%
Net gearing
0.52x
0.38x
(0.14)x
Net asset value per share
694p
801p
15%
1. The % change, where the movements are in excess of +100%/ (100)% are shown as n/m.
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How our fee-earning AUM develops
Fees are charged on total committed capital during a fund’s investment period.
All commitments to the fund are charged fees from the date of the ‘first close’.
Successor funds are launched typically once a fund is 85–90% invested.
At this point, the previous vintage of the fund ‘steps down’ to charge fees on invested capital,
potentially with a reduction in fees of ~25bps. As the fund realises investments, the invested
capital base is reduced.
Fees are charged on the original cost of total invested capital for the entirety of the fund’s life.
The fee-earning AUM therefore increases as capital is deployed, and reduces as the fund
realises investments.
No ‘step down’ in fees when a successor fund is launched.
A strategy charging fees on committed capital USD billions
A strategy charging fees on invested capital USD billions
AUM
Deployed AUM
Dry powder
Fee-earning AUM
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
AUM
not yet
paying
fees
Fund 1
Fund 2
Fund 3
Basis of
charging
management
fees
Invested capital
Invested capital
Invested capital
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
Fund 1
Fund 2
Fund 3
Committed capital
Committed capital
Invested capital
Committed capital
Invested capital
Basis of
charging
management
fees
AUM
Deployed AUM
Dry powder
Fee-earning AUM
Finance review continued
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Finance review continued
Performance of key funds
Vintage
Total
fund size
Status
% deployed
Gross
MOIC
Gross
IRR
DPI
Europe VI
2015
€3.0bn
Realising
2.2x
23%
179%
Europe VII
2018
€4.5bn
Realising
1.9x
19%
42%
Europe VIII
2021
€8.1bn
Investing
47%
1.3x
16%
–%
Europe Mid-Market I
2019
€1.0bn
Investing
93%
1.6x
29%
34%
Europe Mid-Market II
Fundraising
Asia Pacific III
2014
$0.7bn
Realising
2.1x
18%
98%
Asia Pacific IV
2020
$1.1bn
Investing
48%
1.4x
20%
–%
Strategic Secondaries II
2016
$1.1bn
Realising
3.1x
48%
200%
Strategic Equity III
2018
$1.8bn
Realising
2.6x
44%
30%
Strategic Equity IV
2021
$4.3bn
Investing
97%
1.5x
35%
3%
Strategic Equity V
Fundraising
LP Secondaries I
2024
$0.8bn
Investing
28%
2.1x
79%
4%
Key drivers
Business activity
Fundraising: Strategic Equity ($3.5bn), Mid Market II ($1.2bn); LP
Secondaries ($0.7bn)
Deployment: Mostly driven by European Corporate ($0.8bn) and
Strategic Equity ($0.5bn)
Realisations: Strategic Equity ($0.6bn)
Fee income
Management fees: Prior period included £30.6m of catch up fees
(FY24: £3.7m). Underlying growth driven largely by fundraising
for Strategic Equity V as well as for LP Secondaries I
Performance fees: Include inaugural recognition for Europe VII
Balance sheet investment portfolio
Investment returns: Strategic Equity and European Corporate
driving positive NIR, supported by underlying company growth
Fund performance
Broad-based year-on-year growth across key funds
Group financial performance continued
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Structured and Private Equity
Overview
Flagship strategies
Scaling strategies
Seeding strategies
European Corporate
Strategic Equity
European Mid-Market
Asia Pacific Corporate
LP Secondaries
Life Sciences
Core Private Equity
Year ended
31 March 2023
Year ended
31 March 2024
Year-on-year
growth2
Last five years
CAGR2,3
AUM
$29.9bn
$40.9 bn1
37%
26%
Fee-earning AUM
$23.8bn
$28.3bn
19%
21%
Fundraising
$3.5bn
$5.4bn
55%
Deployment
$4.3bn
$1.7bn
(61)%
Realisations
$2.3bn
$0.8bn
(64)%
Effective management fee rate
1.26%
1.24%
(2)bps
Management fees
£283m
£284m
–%
22%
Performance fees
£13m
£53m
298%
Balance sheet investment portfolio
£1.8bn
£1.8bn
Annualised net investment return4
6%
13%
16%5
1. See page 16 for a description of how our methodology for calculating AUM has changed for FY24.
2. AUM on constant currency basis;
3. AUM calculation based on 31 March 2019 to 31 March 2024;
4. Balance Investment Portfolio NIR;
5. Five-year average
Finance review continued
Group financial performance continued
Private Debt
Overview
Flagship strategies
Scaling strategies
Seeding strategies
Senior Debt Partners
North America Credit Partners
-
Year ended
31 March 2023
Year ended
31 March 2024
Year-on-year
growth2
Last five years
CAGR2,3
AUM
$23.8bn
$28.3bn1
19%
23%
Fee-earning AUM
$14.2bn
$15.9bn
12%
22%
Fundraising
$3.8bn
$4.8bn
26%
Deployment
$4.5bn
$3.8bn
(14)%
Realisations
$2.0bn
$1.8bn
(8)%
Effective management fee rate
0.82%
0.84%
+2bps
Management fees
£84m
£100m
20%
28%
Performance fees
£6m
£8m
22%
Balance sheet investment portfolio
£0.2bn
£0.1bn
Annualised net investment return4
9%
9%
10%5
1. See page 16 for a description of how our methodology for calculating AUM has changed for FY24.
2. AUM on constant currency basis;
3. AUM calculation based on 31 March 2019 to 31 March 2024;
4. Balance Investment Portfolio NIR;
5. Five-year average
Performance of key funds
Vintage
Total
fund size
Status
% deployed
Gross
MOIC
Gross
IRR
DPI
Senior Debt Partners II
2015
€1.5bn
Realising
1.3x
8%
97%
Senior Debt Partners III
2017
€2.6bn
Realising
1.2x
7%
47%
Senior Debt Partners IV
2020
€5.0bn
Realising
1.2x
11%
15%
Senior Debt Partners V
Fundraising /
Investing
North American Private
Debt I
2014
$0.8bn
Realising
1.5x
16%
128%
North American Private
Debt II
2019
$1.4bn
Investing
95%
1.3x
13%
34%
North America Credit
Partners III
Fundraising
Key drivers
Business activity
Fundraising: Senior Debt Partners ($3.7bn) and North America
Credit Partners III ($1.0bn)
Deployment: Senior Debt Partners ($3.5bn) and North America
Credit Partners ($0.2bn)
Realisations: Senior Debt Partners ($1.4bn) and North America
Credit Partners ($0.3bn)
Fee income
Management fees: Net deployment supporting higher fee earning
AUM, in particular in Senior Debt Partners
Performance fees: Positive impact of higher base rates
Balance sheet investment portfolio
Investment returns: Interest rates remaining at higher levels and
limited impairments
Fund performance
Key funds generally flat-to-up year-on-year
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Finance review continued
Group financial performance continued
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Real Assets
Overview
Flagship strategies
Scaling strategies
Seeding strategies
-
Infrastructure Europe
Real Estate Equity Europe
Real Estate Debt
Infrastructure Asia
Real Estate Equity Asia
Year ended
31 March 2023
Year ended
31 March 2024
Year-on-year
growth2
Last five years
CAGR2,3
AUM
$8.3bn
$10.8bn1
30%
21%
Fee-earning AUM
$6.9bn
$7.7bn
11%
20%
Fundraising
$1.0bn
$1.0bn
(4)%
Deployment
$1.7bn
$2.2bn
28%
Realisations
$1.0bn
$0.9bn
(10)%
Effective management fee rate
0.91%
0.94%
+3bps
Management fees
£49m
£56m
15%
20%
Performance fees
–
–
n/m
Balance sheet investment portfolio
£0.3bn
£0.4bn
Annualised net investment return4
8%
13%
7%5
1. See page 16 for a description of how our methodology for calculating AUM has changed for FY24.
2. AUM on constant currency basis;
3. AUM calculation based on 31 March 2019 to 31 March 2024;
4. Balance Investment Portfolio NIR;
5. Five-year average
Performance of key funds
Vintage
Total
fund size
Status
% deployed
Gross
MOIC
Gross
IRR
DPI
Real Estate Partnership
Capital IV
2015
£1.0bn
Realising
1.2x
5%
97%
Real Estate Partnership
Capital V
2018
£0.9bn
Realising
1.2x
9%
28%
Real Estate Partnership
Capital VI
Investing
73%
1.1x
11%
10%
Infrastructure Equity I
2020
€1.5bn
Investing
97%
1.3x
21%
1%
Infrastructure II
Fundraising /
Investing
Sale & Leaseback I
2019
€1.2bn
Investing
92%
1.2x
8%
6%
Strategic Real Estate II
Fundraising /
Investing
Key drivers
Business activity
Fundraising: Real Estate equity and debt strategies ($0.6bn) and
Infrastructure II ($0.4bn)
Deployment: Real Estate equity and debt strategies ($1.5bn),
Infrastructure Europe ($0.7bn)
Realisations: Real Estate equity and debt strategies ($0.8bn),
Infrastructure Europe ($0.1bn)
Fee income
Management fees: Debt strategies continue to deploy, increasing
fee earning AUM. Equity strategies charging higher fees rate,
positively impacting the effective management fee rate
Performance fees: No performance fees due to early stage of key
carry-eligible funds
Balance sheet investment portfolio
Investment returns: Positive NIR in Real Estate Equity and
Infrastructure, with Real Estate Debt broadly flat year-on-year
Fund performance
Key funds broadly flat-to-up year-on-year
Finance review continued
Group financial performance continued
The Fund Management Company (FMC) manages our third-party AUM, which it invests on behalf of the
Group’s clients.
Management fees
The effective management fee rate on our fee-earning AUM at year end was 0.92% (FY23: 0.90%), and
management fees for the period totalled £505.4m (FY23: £481.4m), a year-on-year increase of 5% (7% on a
constant currency basis).
In FY24 management fees included £4.6m of catch-up fees (FY23: £30.6m). Excluding catch-up fees,
management fees delivered a year-on-year growth rate of 11%.
Performance fees
Performance fees recognised for the year totalled £73.8m (FY23: £19.6m). The year-on-year increase was
largely due to the inaugural recognition in the current period of performance fees relating to Europe VII
(£14.8m) as well as recognition of performance fees within Alternative Credit (which are tested every three
years). During the year we realised £26m in cash from performance fees, and at 31 March 2024 the Group had
an asset of £83.7m of accrued performance fees (FY23: £37.5m).
£m
Accrued performance fees at 31 March 2023
37.5
Accruals during period
73.8
Received during period
(25.9)
FX and other movements
(1.7)
Accrued performance fees at 31 March 2024
83.7
Fund Management Company
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Credit
Overview
Flagship strategies
Scaling strategies
Seeding strategies
CLOs
Liquid Credit
-
Year ended
31 March 2023
Year ended
31 March 2024
Year-on-year
growth2
Last five years
CAGR2,3
AUM
$18.2bn
$17.9bn1
(1)%
7%
Fee-earning AUM
$17.9bn
$17.7bn
(1%)
8%
Fundraising
$1.9bn
$1.8bn
(3)%
Realisations
$1.7bn
$2.5bn
49%
Effective management fee rate
0.49%
0.48%
(1)bps
Management fees
£66m
£65m
(1%)
10%
Performance fees
–
£13m
n/m
Balance sheet investment portfolio
£0.4bn
£0.3bn
Annualised net investment return4
(7%)
(1)%
(2)%5
1. See page 16 for a description of how our methodology for calculating AUM has changed for FY24.
2. AUM on constant currency basis;
3. AUM calculation based on 31 March 2019 to 31 March 2024;
4. Balance Investment Portfolio NIR;
5. Five-year average
Key drivers
Business activity
Fundraising: One US CLO ($0.4bn) and one European CLO
($0.4bn), remainder coming into various Liquid Credit funds
Realisations: Liquid Credit ($1.9bn) and CLOs ($0.6bn)
Fee income
Management fees: In line with trajectory of fee-earning AUM
Performance fees: Due to Alternative Credit, which has a
performance fee test every three years
Balance sheet investment portfolio
Investment returns: Positive NIR across CLO equity, CLO debt and
Liquid Credit, offset by a reduction in the value of the balance
sheet's holding of CLO equity to reflect CLO dividends received
that are recorded in the FMC
Fund Management Company continued
Other income and movements in fair value of derivatives
Other income includes dividend receipts of £47.0m (FY23: £40.2m) from investments in CLO equity, which are
continuing to be received in line with historical experiences. The FMC also recognised £25.0m of revenue for
managing the IC balance sheet investment portfolio (FY23: £25.0m), as well as other income of £0.9m (FY23:
£0.5m).
During FY23 the Group decided to no longer enter into FX transaction hedges for its fee income as a matter
of course (although it may still do so on an ad hoc basis), and economically closed out all outstanding such
hedges. For FY24 the movement in fair value of derivatives within the FMC was zero (FY23: £(26.8)m).
Operating expenses and margin
Operating expenses increased by 21% compared to FY23 and totalled £277.5m (FY23: £229.2m). Salaries and
Incentive Scheme Costs increased ahead of headcount (which grew 9%), largely due to a number of senior
hires, combined with the annualisation impact of prior years' joiners that started part way through FY23. Other
administrative costs increased year-on-year, linked to growth across various business lines and ongoing
investments in our operating platform.
£m
Year ended
31 March 2023
Year ended
31 March 2024
Change
%
Salaries
85.0
101.0
19%
Incentive scheme costs
92.2
113.3
23%
Administrative costs
45.7
56.8
24%
Depreciation and amortisation
6.3
6.4
2%
FMC operating expenses
229.2
277.5
21.1%
FMC operating margin
57.5%
57.4%
(0.1%)
Within FMC operating expenses (Incentive scheme costs), there was £41.0m expensed for stock-based
compensation.
The FMC recorded a profit before tax of £374.5m (FY23: £310.7m), a year-on-year increase of 21% and an
increase of 23% on a constant currency basis.
Recognition of performance fees
In addition to management fees, the Group receives performance fees from certain funds if performance
thresholds are met (see page 22).
Performance fees are a relatively small but important part of the Group’s revenue. The Group receives
approximately 20–25% of performance fees from the funds that it manages, with the remainder going to the
investment teams.
Over the medium term we expect performance fees to be ~10–15% of our total third-party fee income.
Accrual of unrealised performance fees is a matter of judgement (see note 3 on page 134) and we take a
conservative approach to minimise the possibility of any significant reversals.
Illustrative recognition of performance fee accrual under UK-adopted IAS for a fund that
charges fees on committed capital
Performance fees are recognised only if it is highly probable that there will not be a significant reversal in
the future. In practice recognition generally occurs after a number of realisations have been made. Timing of
recognition depends on deployment, exits and fund performance.
Where the hurdle date is expected to be reached within 24 months of the year end, a constraint will be
applied to the performance fee that is recognised but not yet paid. For FY24, this constraint was 56% (see
page 134.
Certain funds that charge fees on invested capital also charge performance fees, which the Group benefits
from. The process for recognising performance fees in these funds is the same as outlined above, and the
illustrative profile in the graph would change to reflect the management fee being charged on invested. For
more detail on how we charge management fees (see page 18).
When a successor fund is raised and is earning
management fees, the prior vintage has a step
down in management fees (see page 18)
Management fees
Performance fees
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
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Net Investment Returns
For the five years to 31 March 2024, Net Investment Returns (NIR) have been in line with our medium-term
guidance, averaging 11%. For the twelve months to 31 March 2024, NIR were 13% (FY23: 4%).
NIR of £379.3m were comprised of interest of £124.9m from interest-bearing investments (FY23: £113.2m),
capital gains of £252.4m (FY23: loss of £(13.2)m) and other income of £2.0m. NIR were split between asset
classes as follows:
£m
Year ended 31 March 2023
Year ended 31 March 2024
NIR (£m)
Annualised
NIR (%)
NIR (£m)
Annualised
NIR (%)
Structured and Private Equity
112.9
6%
232.5
13%
Private Debt
14.4
9%
13.8
9%
Real Assets
20.7
8%
44.2
13%
Credit
(30.1)
(7%)
(2.9)
(1%)
Seed Investments1
(15.6)
(6%)
91.7
25%
Total net investment returns
102.3
4%
379.3
13%
1. FY23 NIR adjusted to reflect three assets with Seed Investments that were previously included within Real Assets.
The NIR included a £118m benefit from three investments that were originally intended as seed investments
but which we will now sell directly to third parties.
For further discussion on balance sheet investment performance by asset class, refer to pages 8 to 11
of this announcement.
In addition to the NIR, the other adjustments to IC revenue were as follows:
£m
Year ended
31 March 2023
Year ended
31 March 2024
Change
Changes in fair value of derivatives1
16.8
(7.3)
n/m
Inter-segmental fee
(25.0)
(25.0)
–%
Other
4.3
1.0
(77)%
Other IC revenue
(3.9)
(31.3)
n/m
1. Derivatives relate to the hedging of our net currency assets, see page 27.
As a result, the IC recorded total revenues of £348m (FY23: £98.4m).
Finance review continued
Investment Company
The Investment Company (IC) invests the Group’s balance sheet to seed new strategies, and invests alongside
the Group’s scaling and flagship strategies to align interests between our shareholders, clients and employees.
It also supports a number of costs, including for certain central functions, a part of the Executive Directors’
compensation, and the portion of the investment teams’ compensation linked to the returns of the balance sheet
investment portfolio (Deal Vintage Bonus, or DVB).
Balance sheet investment portfolio
The balance sheet investment portfolio was valued at £3.1bn at 31 March 2024 (31 March 2023: £2.9bn). During
the period, it generated net realisations and interest income of £139m (FY23: £122m), being net realisations of
£88m (FY23: £103m) and cash interest receipts of £51m (FY23: £53m).
It made seed investments totalling £312m, including on behalf of Real Estate Equity, Life Sciences and
Infrastructure Asia.
£m
As at 31
March 2023
New
investments
Realisations
Gains/ (losses)
in valuation
FX & other
As at 31
March 2024
Structured and Private
Equity
1,751
94
(225)
232
(45)
1,807
Private Debt
169
22
(50)
13
(5)
149
Real Assets
289
179
(103)
44
(7)
402
Credit1
363
28
(63)
(3)
(7)
318
Seed Investments2
330
312
(333)
92
(7)
394
Total Balance Sheet
Investment Portfolio
2,902
635
(774)
378
(71)
3,070
1. Within Credit, at 31 March 2024 £22m was invested in liquid strategies, with the remaining £296m invested in CLO debt (£106m)
and equity (£190m).
2. Gains/(losses) in valuation include a gain of £60m recognised in the prior year UK-adopted IAS financial statements.
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Finance review continued
Group
Tax
The Group recognised a tax charge of £(78.5)m (FY23: £(28.8)m), resulting in an effective tax rate for the
period of 13.2% (FY23: 11.2%). The increase compared to the prior year is due to an increase from 19% to 25% in
the UK tax rate and positive NIR.
As detailed in note 13, the Group has a structurally lower effective tax rate than the statutory UK rate. This is
largely driven by the Investment Company, where certain forms of income benefit from tax exemptions.
Dividend and share count
ICG has a progressive dividend policy. Over the long term the Board intends to increase the dividend per share
by at least mid-single digit percentage points on an annualised basis.
The Board has proposed a final dividend of 53.2p per share which, combined with the interim dividend of 25.8p
per share, results in total dividends for the year of 79.0p (FY23: 77.5p). This marks the 14th consecutive year of
increases in our ordinary dividend per share, which over the last five years has grown at an annualised rate of
12%. We continue to make the dividend reinvestment plan available.
At 31 March 2024 the Group had 290,631,993 shares outstanding (31 March 2023: 290,598,849). During the
year the Group recognised £53.6m in stock-based compensation. The Group has a policy of neutralising the
dilutive impact of stock-based compensation through the purchase of shares by an Employee Benefit Trust
('EBT').
Investment Company continued
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Investment Company expenses
Operating expenses in the IC of £100.4m decreased by 3% compared to FY23 (£103.1m).
£m
Year ended
31 March 2023
Year ended
31 March 2024
Change
Salaries
20.0
21.4
7%
Incentive scheme costs
59.6
58.6
(2%)
Administrative costs
20.7
18.1
(13%)
Depreciation and amortisation
2.8
2.3
(18%)
IC operating expenses
103.1
100.4
(3%)
Within IC operating expenses (incentive scheme costs), there was £12.6m expensed for stock-based
compensation. Incentive scheme costs also included DVB accrual of £35.1m (FY23: £36.6m), due both to the
passage of time and the impact of underlying valuation changes.
Employee costs for teams who do not yet have a third-party fund are allocated to the IC. For FY24, the directly-
attributable costs within the Investment Company for teams that have not had a first close of a third-party fund
was £21.1m (FY23: £24.4m). When those funds have a first close, the costs of those teams are transferred to the
Fund Management Company. During the period, certain costs within real estate were transferred from the IC to
FMC, resulting in £4.6m of expenses being recognised in the FMC.
Interest expense was £45.8m (FY23: £61.8m) and interest earned on cash balances was £21.5m (FY23: £13.9m).
The IC recorded a profit before tax of £223.3m (FY23: loss before tax £(52.6)m).
The table below sets out movements in cash:
£m
FY23
FY24
Opening cash
762
550
Operating activities
Fee and other operating income
573
492
Net cash flows from investment activities and investment income1
162
180
Expenses and working capital
(322)
(272)
Tax paid
(32)
(41)
Group cash flows from operating activities - APM2,3
381
359
Financing activities
Interest paid
(64)
(49)
Interest received on cash balances
14
29
Purchase of own shares
(39)
–
Dividends paid
(236)
(223)
Net repayment of borrowings
(195)
(51)
Group cash flows from financing activities - APM2
(520)
(294)
Other cash flow4
(77)
14
FX and other movement
4
(2)
Closing cash
550
627
Regulatory liquidity requirement
(44)
(53)
Available cash
506
574
Available undrawn ESG-linked RCF
550
550
Cash and undrawn debt facilities (total available liquidity)
1,056
1,124
1. The aggregate cash (used)/received from balance sheet investment portfolio (additions), realisations, and cash proceeds
received from assets within the balance sheet investment portfolio.
2. Interest paid, which is classified as an Operating cash flow under UK-adopted IAS, is reported within Group cash flows from
financing activities - APM.
3. Per note 31 of the Financial Statements, Operating cash flows under UK-adopted IAS of £255.9m (FY23: £291.6m) include
consolidated credit funds. This difference to the APM measure is driven by cash consumption within consolidated credit funds as
a result of their investing activities during the period.
4. Cash flows in respect of purchase of intangible assets, purchase of property, plant and equipment and net cash flow from
derivative financial instruments.
Finance review continued
Group continued
Balance sheet and cash flow
We use our balance sheet’s asset base to grow our fee-earning AUM, and do this through two routes:
– investing alongside clients in our existing strategies to align interests; and
– making investments to seed new strategies.
During the year we made gross investments of £323m alongside existing strategies and £312m in seed
investments. See page 24 for more information on the performance of our balance sheet investment portfolio
during the period.
To support this use of our balance sheet, we maintain a robust capitalisation and a strong liquidity position:
£m
31 March
2023
31 March
2024
Balance sheet investment portfolio
2,902
3,070
Cash and cash equivalents
550
627
Other assets
424
476
Total assets
3,876
4,173
Financial debt
(1,538)
(1,448)
Other liabilities
(361)
(430)
Total liabilities
(1,899)
(1,878)
Net asset value
1,977
2,295
Net asset value per share
694p
801p
Liquidity and net debt
At 31 March 2024 the Group had total available liquidity of £1,124m (FY23: £1,056m), net financial debt of
£874m (FY23: £1,032m) and net gearing of 0.38x (FY23: 0.52x).
During the period, available cash increased by £68m from £506m to £574m, including the repayment of £51m of
borrowings that matured.
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At 31 March 2024, the Group had drawn debt of £1,448m (FY23: £1,538m). The change is due to the repayment
of certain facilities as they matured, along with changes in FX rates impacting the translation value:
£m
Drawn debt at 31 March 2023
1,538
Debt (repayment) / issuance
(51)
Impact of foreign exchange rates
(39)
Drawn debt at 31 March 2024
1,448
Net financial debt therefore reduced by £158m to £874m (FY23: £1,032m):
£m
31 March
2023
31 March
2024
Drawn debt
1,538
1,448
Available cash
506
574
Net financial debt
1,032
874
At 31 March 2024 the Group had credit ratings of BBB (stable outlook) / BBB (positive outlook) from Fitch and
S&P, respectively.
The Group’s debt is provided through a range of facilities. All facilities except the ESG-linked RCF are fixed-rate
instruments. The weighted-average pre-tax cost of drawn debt at 31 March 2024 was 3.07% (FY23: 3.17%). The
weighted-average life of drawn debt at 31 March 2024 was 3.3 years (FY23: 4.1 years). The maturity profile of
our term debt is set out below:
£m
FY25
FY26
FY27
FY28
FY29
FY30
Term debt maturing
246
180
496
–
99
427
For further details of our debt facilities see Other Information (page 204).
Net gearing
The movements in the Group’s balance sheet investment portfolio, cash balance, debt facilities and shareholder
equity resulted in net gearing decreasing to 0.38x at 31 March 2024 (FY23: 0.52x).
£m
31 March
2023
31 March
2024
Change %
Net financial debt (A)
1,032
874
(15%)
Net asset value (B)
1,977
2,295
16%
Net gearing (A/B)
0.52x
0.38x
(0.14)x
Finance review continued
Foreign exchange rates
The following foreign exchange rates have been used throughout this review:
Average rate
for FY23
Average rate
for FY24
Year ended
31 March 2023
Year ended
31 March 2024
GBP:EUR
1.1560
1.1609
1.1375
1.1697
GBP:USD
1.2051
1.2572
1.2337
1.2623
EUR:USD
1.0426
1.0829
1.0846
1.0792
The table below sets out the currency exposure for certain reported items:
USD
EUR
GBP
Other
Fee-earning AUM
33%
54%
11%
2%
Fee income
35%
56%
8%
1%
FMC expenses
16%
17%
57%
10%
Balance sheet investment portfolio
22%
51%
20%
7%
The table below sets out the indicative impact on our reported management fees, FMC PBT and NAV per share
had sterling been 5% weaker or stronger against the euro and the dollar in the period (excluding the impact of
any hedges):
Impact on FY24
management fees1
Impact on FY24
FMC PBT1
NAV per share at 31
March 20242
Sterling 5% weaker against euro and dollar
+£23.9m
+£25.2m
+14p
Sterling 5% stronger against euro and dollar
-£(21.6)m
-£(22.8)m
-(13)p
1. Impact assessed by sensitising the average FY24 FX rates.
2. NAV / NAV per share reflects the total indicative impact as a result of a change in FMC PBT and net currency assets.
Where noted, this review presents changes in AUM, fee income and FMC PBT on a constant currency exchange
rate basis. For the purposes of these calculations, prior period numbers have been translated from their
underlying fund currencies to the reporting currencies at the respective FY24 period end exchange rates.
This has then been compared to the FY24 numbers to arrive at the change on a constant currency exchange
rate basis.
The Group does not hedge its net currency income as a matter of course, although this is kept under review.
The Group does hedge its net balance sheet currency exposure, with the intention of broadly insulating the
NAV from FX movements. Changes in the fair value of the balance sheet hedges are reported within the IC.
Group continued
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STAKEHOLDER
DIALOGUE
AND INSIGHT
KEY TO OUR
GOVERNANCE
AND GROWTH
The strength of our stakeholder
relationships enables us to grow
responsibly. Listening to and engaging with
our diverse stakeholders drives progress,
trust and transparency. It enables us to
understand external developments and
market expectations and supports our
identification of opportunities and risks.
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Stakeholder engagement
Our key stakeholder groups
The Directors consider that the following groups are the Group’s key stakeholders. The Board seeks
to understand the interests of each stakeholder group so that these may be properly factored into the
Board’s decisions. We do this through various methods including direct engagement by executive and
non-executive Board members where relevant; receiving reports and updates from management; and
seeking input and counsel from external experts and advisers as appropriate.
The Board
Environment
Community
Regulators
Clients
ICG
management
External
experts and
advisers
Shareholders
and lenders
Suppliers
Employees
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Stakeholder engagement continued
Outcomes as a result
of that engagement
What were the key
topics of engagement?
How have the Board
and management engaged?
Why is it important
to engage?
Stakeholder
Shareholders
and lenders
Clients
Effective access to capital
is crucial for the success of
the Group, and fostering a
supportive investor base that
is interested in the long-term
prospects of the Group is of
strategic importance.
We seek to foster a two-way
dialogue with both current
and potential shareholders
and lenders.
We strive to communicate
clearly to them about our
performance and prospects.
We also seek to understand
their views on our industry
and our business so that these
perspectives can be factored
into management and Board
decisions.
The Group conducts an active Investor Relations
programme, engaging with shareholders, lenders
and rating agencies throughout the year using a
variety of channels. During FY24 these included
one-on-one and group meetings, shareholder
roadshows following results and on an ad hoc basis
(in a number of geographies), and shareholder
dinners (including with Non-Executive Directors
(NEDs) and members of the management team).
Following David Bicarregui’s appointment to the
Board, David has also spent time getting to know
our shareholders during the course of the year.
The Board and management receive feedback
on shareholder and lender views directly from
our shareholders, rating agencies and balance
sheet finance providers, the Group’s Shareholder
Relations function and from third parties, such as
our corporate brokers.
The Chair also undertook a series of meetings
with our largest shareholders without management
present to receive shareholder feedback on the
Group, our growth plan and management.
– The Group’s financial
performance in FY23 and
outlook over the short and
long term
– Impact of the macroeconomic
environment on the Group’s
clients and portfolio
companies
– Fundraising, deployment
and realisation activity
– Cost base progression
and our investments in
the business
– Capital allocation including
dividend policy and
deploying balance sheet
capital alongside our clients
and to seed new strategies
– Strong engagement with current and potential
shareholders both through regular reporting
and off-cycle interactions
– Refined our disclosure on the performance of
our funds, having reformatted to webcast results
presentations as of Q3
– Hosted a shareholder seminar, “Deep dive on
scaling out”, as part of our annual programme
of shareholder seminars
– S&P Ratings updated our credit rating in
December 2022 to positive outlook
Clients entrust us with their
capital to invest on their behalf.
The single largest driver of our
long-term growth is continuing
to attract increasing levels of
capital from our clients and
growing our client base, while
delivering strong returns.
Ensuring that we understand
our clients’ needs and
serve them appropriately is
fundamental to the success of
the Group.
We are continually considering the position of our
clients, and how we can best engage with them.
More information on our clients can be found on
page 13.
Our in-house marketing team engages regularly
with all clients and potential clients, providing
detailed updates on fund performance, new funds
and other business developments, including
sustainability matters.
We held regular client investor days and investor
conferences throughout the year, ensuring that
our clients have access to our in-house distribution
team as well as to senior management and
members of our investment teams.
– Designing funds to meet
clients’ needs
– Strategy to grow our client
base and increase holdings
by existing clients
– Reporting of portfolio
performance
– Integrating sustainability
considerations into our
client reporting and our
investment processes
– Continued to broaden our expertise and
offering of funds to meet client needs
– Offered successor vintages of established
funds to meet client demand
– Enhanced our monitoring, target setting
and reporting for portfolio companies
– Continued to offer a number of funds with
sustainable elements (including our Article 9
Life Sciences Fund)
Read more on page 13
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Employees
Suppliers
The success of the Group
depends on collaboration
and expertise across teams.
Effective two-way
communication with our
employees is essential to build
and maintain engagement.
Our employee engagement
informs us where we are
doing well and where further
actions should be considered
and applied.
We have a number of formal and informal channels
to achieve this, including a significant employee
engagement survey held during the year, regular
whole company business briefings and regular
team meetings.
During the year, Amy Schioldager was the NED
responsible for employee engagement, and she
held a number of sessions with employees during
the year in individual and group forums. Effective
16 July 2024, Andrew Sykes will act as the NED
responsible for employee engagement.
Details of our employee engagement can be found
on page 36.
– DEI aims and ambitions
– Growth and development
of our employees
– Wellbeing of employees
– Enhancing our agile working
arrangements
– Ensuring that the employee
experience is not adversely
impacted by our growth
trajectory
– Approval of key DEI targets, including the
extension of the target for representation of
female colleagues and a new target for those
from ethnic minorities in senior management
– Refinements by management in respect of
workplace culture and wellbeing
– Initiation of talent development and talent
retention programmes, including focused
training and mentoring
– Review of employee compensation
We work to ensure that our
suppliers are engaged with our
business and that each party
understands the approach of
the other.
This enables our suppliers
to better meet our needs
and us to understand
their perspective, as well
as delivering appropriate
oversight of the supplier
relationship.
We ensure that senior management hold regular
relationship meetings with our key suppliers to
ensure that any issues in our interactions with
them are fully considered and addressed, and
to review supplier performance. We are also
continuing with the development of our supplier
on-boarding process with enhanced due diligence
on our key suppliers in respect of key sustainability
metrics. The Board receives regular updates on our
engagement with suppliers, in particular in respect
of the third-party administrators who provide
services in respect of our funds.
One of our key third-party administrators
presented at a Board meeting this year, which was
an excellent opportunity to engage with each other
about our relationship and future plans.
– Ability of providers, including
third-party administrators,
to continue to provide a
high-quality and fairly
priced service
– Enhancement of ethical and
responsible procurement
practices including conducting
of Modern Slavery risk
assessment of suppliers
– Building broader relationships
with supplier teams
– Launched a full-scale review of our
Third Party Administrator Arrangements
– Reviewed processes with suppliers (both
onboarding and the go-forward relationship)
and enhanced ESG assessment process which
all new and existing material suppliers are now
required to complete
– Review of invoice payment process to ensure
prompt payment of suppliers
Outcomes as a result
of that engagement
What were the key
topics of engagement?
How have the Board
and management engaged?
Why is it important
to engage?
Stakeholder
Read more on page 35
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Community
Environment
We are a people business, with
offices in 19 locations, investing
money on behalf of clients
including pension funds and
insurance companies worldwide.
Our actions may have meaningful
and direct impacts on local
communities. It is incumbent
upon us to ensure that we
actively cultivate and maintain
strong local relationships and
help our local communities
share in our success.
The Board has reconfirmed its commitment to
our increased level of charitable payments and
emphasised to management the importance
of continuing to play our part as a responsible
member of society. Board members, including
both Executive and NEDs, have participated in
volunteering opportunities with key charitable
partners.
– Identifying the most
appropriate way for the
Group to positively impact
the wider community
– Continued commitment
of employee time to
charitable initiatives
– Continued our charitable partnership in support
of charities tackling the cost-of-living crisis via the
“Million Meals Initiative”
– Committed £2.6m this financial year to
support a variety of charitable causes
– Gave employees an opportunity to pitch to a panel
of senior management for corporate donations to
be made to charities close to the employees’ hearts
– as a result, over £100,000 was awarded to four
charities not previously supported by the firm
– Over 220 employees participated in Corporate
Social responsibility volunteering sessions over
the course of the year
– Completed an innovative charitable arrangement
with Community Capital Credit Fund (our first
social purpose investor) (CC) – CC has committed
to ICG Senior Debt Partners 5 and the Group has
waived its management fee/carried interest on the
basis that CC will put the saving towards
supporting causes that align with the Group’s
charitable focus (i.e. social mobility and early
career development)
We are aware of the impact
of our business operations
on the natural environment.
We are seeking to reduce
potential negative impact from
our own operations, as well as
from our funds’ investments
where relevant.
Details of our focus on environmental matters,
particularly those related to climate change, and
climate risk can be found on pages 47 to 64. The
Board has a keen interest in sustainability matters
and regularly receives updates from senior
management, including Board presentations
from our Global Head of Sustainability & ESG.
– How to integrate climate-
related considerations into our
corporate and portfolio
management decision making
– The most appropriate and
credible way to align the
business and investments to
make progress against our
stated decarbonisation goals
– Ensuring that investment
decisions are made with
appropriate regard to
environmental factors,
including our shareholders’,
lenders’, clients’ and
regulators’ requirements
– Continued enhancement of our pre-investment
assessment approach. For more information,
please see our Sustainability & People Report
– Continued to reduce greenhouse gas (GHG)
emissions from our own operations and made
progress in setting science-based targets with
Relevant Investments1, (see page 52 in our
TCFD Report)
– Committed to support the goal of achieving net
zero emissions across our operations and Relevant
Investments1 by 2040. The commitment is
supported by two targets validated by the Science
Based Target Initiative (SBTi) (see page 48)
1. Relevant Investments include all direct investments within
the Group’s Structured and Private Equity asset class and
Infrastructure Equity strategy where the Group has sufficient
influence. Sufficient influence is defined by SBTI as follows:
at least 25% of fully diluted shares and at least a board seat.
All targets refer to the Group’s financial year, which runs
from 1 April to 31 March.
Outcomes as a result
of that engagement
What were the key
topics of engagement?
How have the Board
and management engaged?
Why is it important
to engage?
Stakeholder
Read more on page 47
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Regulators
Certain subsidiaries of ICG are
licensed by financial regulators
and subject to a wide spectrum
of regulation across a number
of jurisdictions.
Engaging with regulators, both
directly and through industry
bodies is vital for regulation
to evolve proportionately and
remain relevant.
Our continued compliance with
standards and expectations set
by regulators is of paramount
importance to the Group’s
standing as an asset manager
and to meeting the expectations
of our stakeholders. Therefore
the Group has a vested interest
in ensuring regulation remains
appropriate.
We build practices and
processes which complement
regulatory standards and
mandate all staff to comply
with these standards.
We continue to engage with regulators both
directly and through industry bodies in order
to inform and shape the development of our
industry. We complete required filings, surveys
and other submissions and acting responsively
and thoughtfully to any inbound queries.
– The Group participates
in industry bodies and
consultations and provides
input to regulators through
these and similar channels.
Where requested or
appropriate, we engage
directly with regulators on
specific topics
– The Group engages on
matters relating to EU and UK
asset management regulation,
private markets regulation,
debt markets regulation
and ESG SEC private fund
manager regulation
– During the year the Group received permission
from regulators to open regulated branches in
Copenhagen, Paris, Milan and Frankfurt from
which the Group will conduct activities.
This was complemented with additional
MiFID top up permissions
– The Group also expanded its regulatory
licence in Australia in anticipation of evolving
local regulations
Outcomes as a result
of that engagement
What were the key
topics of engagement?
How have the Board
and management engaged?
Why is it important
to engage?
Stakeholder
As required by the Companies Act 2006, the
Directors have had regard to wider stakeholders’
needs when performing their duties under s.172.
In particular, the Directors recognise the importance
of acting in a way that promotes the long-term
success of the Company to the benefit of its
members as a whole.
We set out on the following pages how the Directors
considered the interests of stakeholders. The clearest
example of this is in capital allocation and the use of
our balance sheet to support the long-term growth
of our Fund Management Company.
During the year, in their decision making,
management and the Board balanced a number
of considerations including:
– Alignment of the Group’s interests with its clients,
co-investing in our strategies alongside our clients,
while seeking to reduce the Group’s commitments
in the longer term where appropriate
– The longer-term prospects of new funds, what
quantity of third-party AUM such funds and future
vintages are likely to attract, and the management
fee generation of such new funds
– Maintaining robust capitalisation, with
strong liquidity
– The prevailing market conditions and
macroeconomic forecasts
– The importance of ensuring that our business
is conducted in accordance with applicable
standards and practices
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Further information on how Section 172(1) has been applied by the Directors
can be found throughout the Annual Report
Section 172
duties
Read more
Page
A
Consequences
of decisions in
the long term
Chair’s statement
6
Strategic priorities
12
Our approach to sustainability
39
Climate-related financial disclosure
47
Stakeholder Engagement
28
Principal Risks and uncertainties
42
Viability statement
46
Board activities
67
Corporate Governance report
— Nominations and Governance
Committee
93
Directors’ Remuneration Report
100
Directors’ Report
76
B
Interests of
employees
Chair’s statement
6
CEO’s review
7
Our people
35
Stakeholder engagement – Employees
30
Principal Risks and uncertainties
42
Engagement with our stakeholders
28
Board activities
67
How the Board monitors culture
84
C
Fostering
business
relationships
with suppliers,
customers and
others
Chair’s statement
6
CEO’s review
7
Business model
10
Strategic priorities
12
Our approach to sustainability
39
Non-financial information statement —
Ethics and governance
65
Stakeholder Engagement:
28
Customers & Society
29
Principal Risks and uncertainties
42
Governance
66
Board activities
67
Section 172(1) limbs
A
the likely consequences of any decision in the long term
B
the interests of the Company’s employees
C
the need to foster the Company’s business
relationships with suppliers, customers and others
D
the impact of the Company’s operations on the
community and the environment
E
the desirability of the Company maintaining a reputation
for high standards of business conduct
F
the need to act fairly as between members
of the Company
Section 172 statement
Section 172
duties
Read more
Page
D
Impact of
operations on
the community
and the
environment
Chair’s statement
6
CEO’s review
7
Our approach to sustainability
39
Climate-related financial disclosure
47
Non-financial information statement —
Ethics and governance
65
Stakeholder engagement —
Community
31
Principal risks and uncertainties
42
Board activities
67
E
Maintaining
high standards
of business
conduct
Chair’s statement
6
CEO’s review
7
Our people
35
Our approach to sustainability
39
Climate-related financial disclosure
47
Non-financial information statement —
Ethics and governance
65
Stakeholder Engagement
28
Board activities
67
How the Board monitors culture
84
Board evaluation
83
Audit and Risk Committees
85 and
90
F
Acting fairly
between
members
others
Stakeholder engagement —
Shareholders and lenders
29
Board activities
67
Directors’ Remuneration Report
100
Directors’ Report
76
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CASE STUDY: Dividend policy review
DISTRIBUTIONS TO
SHAREHOLDERS
AND REINVESTING
FOR FUTURE
GROWTH
During the year, the Board considered a number
of aspects of our dividend policy, incorporating
Board-level shareholder engagement and advice
from our corporate brokers.
The Board’s discussions included a review of the dividend policy, which
concluded that the previous approach (based on, among other things,
a range set by reference to FMC profit) was no longer appropriate and
evolved the policy to being “progressive”.
Along with underlining the Board’s commitment to the dividend as an
important component of shareholder returns, this change enables the
Board in the future to implement a smoother trajectory of dividend
growth and increases the flexibility for decision making, in particular in
striking the optimal balance between distributions to shareholders and
reinvesting in the business for future growth.
The Board also reviewed our projected capital structure and liquidity,
the trajectory of gearing, the ability to maintain a progressive dividend,
and the need to invest in the business.
Outcomes in the year
The Group’s dividend policy was amended to being “progressive”.
Dividends of 79.0p per share were declared for FY24.
Key considerations:
– Having a clear, understandable shareholder distribution policy
– Aligning the Group’s interests with its shareholders and clients
– Liquidity and gearing position of the Group
– Market opportunities and conditions
– Long-term AUM and fee potential of strategies
– Ensuring the maintenance of appropriate levels of regulatory
capital and other prudent reserves.
Total dividend for the year ended
31 March 2024 pence per share
79.0p
Total dividend for the year ended
31 March 2023 pence per share
77.5p
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Our people
It is our people who deliver our strategic objectives and
enable the success of our business. We attract, retain, and
develop high-performing and high-potential employees
to thrive and fulfil our purpose as well as advance their
career goals.
Investing in our people and their progress supports
our growth, and their new ideas underpin our innovation.
What we do, how we do it, why we do it
Attract
– High level of personal
impact and business
building opportunities
– Wide-ranging options
for career development
– Inclusive culture at the core
and throughout the firm.
Engagement
and voice
Effective communication
to build and maintain
engagement
Diversity, equity
and inclusion
Cultivating a diversity of
perspectives, improving
our teams’ performance
Employee
development
Helping our people
reach their full potential
and building the next
generation of talent
Retain
– Comprehensive
career development
– Market-leading,
holistic benefits
– Engagement and
opportunity to contribute
across the firm.
Develop
– Dedicated Learning
& Development
programmes at all levels
– Mentoring and
Employee Networks
– Development of teams and
individuals a core priority
for people managers.
Our values
Performance for our clients
Entrepreneurialism and innovation
Ambition and focus
Taking responsibility and managing risk
Working collaboratively, inclusively and acting with integrity
Wellbeing
and support
Supporting the
physical and mental
wellbeing of our
employees, their families
and dependants
A GLOBAL
PEOPLE BUSINESS
DRIVING
INNOVATION
AND GROWTH
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Our people continued
Supporting ICG’s evolution
Our growth is built on a high-performance culture and
competitive reward philosophy to enable retention of
talent. We accelerate key and emerging talent (scaling
up) and are an employer of choice for external talent
(scaling out).
Efficient and scalable HR operational processes
and partnering are key to our growth. We are
enhancing our HR data and reporting to improve
our candidate and employee experience as well
as our overall efficiency.
Talent management and DEI strategies identify
and deliver the skills, capabilities and perspectives
needed for the future of the business. We are
continuing to focus on our location strategy to
ensure optimal market coverage as well as efficient
process delivery.
By delivering high quality and effective HR
foundations alongside ambitious strategic
HR change, we enable the business to create
significant long-term value.
Our progress on four areas of people initiatives
Visit our website for our full Sustainability
and People Report 2023/2024:
www.icgam.com/spr
Watch a video that shows how
the quality of our people drives
our innovative approach
Diversity, equity and inclusion
– We have exceeded our gender target of 30%
women in leadership by 2023, with a reported
position of 36.3 % to the UK Women in Finance
Charter in Sept 2023.
– We continuously enhance existing diverse
recruitment practices with a new Inclusive
Recruitment programme to build capabilities for
those involved in hiring activity.
– We are supporting global connectivity for growing
employee network events and intersectional
activity through our DEI Champions Group.
– Our focus on improving industry access and
education for people from under-represented
groups is deeply embedded within HR, our work
with a range of external partners, and our CSR
initiatives.
– We have completed an extensive review of our DEI
practices with a specialist DEI consultant to hone
our thinking and inform next steps in our strategy.
1 Build connected and enhanced platforms
2 Centralised data
3 Standardise/simplify processes
4 Build-out strategic teams and locations
5 Invest in talent
Ranked (globally)
for the second year in a row
#1
by Honordex Inclusive PE and VC Index 2024
for external transparency of DEI activity within
the industry
Employee Engagement*
for July 2023
7.1/10
*Employee Engagement driver includes questions on Loyalty,
Recommendation and Satisfaction. July 2023 Pulse Survey
participation rate: 74%
“A relentless focus on our
people and culture is a
commercial imperative.”
Antje Hensel-Roth
Chief People and External Affairs Officer
Wellbeing and support
– We are continuing to develop and promote our
market-leading offering of parent and carer
benefits, mental and physical wellbeing activity,
as well as career sustainability to help colleagues
balance work and personal lives.
Employee development
– We are providing comprehensive development
offerings for employees across different career
stages through our global development platform,
individual programmes, and employee networks
– with a blend of both digital and in-person
opportunities.
– Updated mentoring and people manager
development offerings are being rolled out to
support an inclusive high performance culture
and to increase engagement and collaboration.
– Performance management efforts are focusing
on active support and regular development,
meaningful objectives setting and appraisal.
Engagement and voice
– We proactively engage with employees through
our annual employee pulse survey, regular
business forums such as Town Halls, and focus
groups with executives as well as the employee
engagement NED.
– Our new quarterly People Forum brings internal
cultural influencers together to shape ideas,
position priorities and lead on driving outcomes
across business areas.
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Our people continued
We are also updating our aspirational diversity targets
and target populations. As part of our UK Women
in Finance Charter commitments, we are continuing
to commit to meet/exceed 30% women in UK senior
management by 2027. In line with the UK Parker
Review’s aims to improve the ethnic diversity of UK
business, we commit to meet/exceed 10% ethnic
minorities in global senior management (ICG’s
combined ExCo and ExCo-1 (ExCo Direct Reports)
equivalent) by December 2027.
Beyond our formal targets, we track a number of
DEI metrics including representation data and pulse
survey sentiment to help identify where inclusion
barriers may exist that need action. Recruitment is
underway for a DEI Lead, a newly created role to
drive organisation-wide progress on our DEI intent
both top-down and bottom-up.
Following a comprehensive review of our DEI
work to date, our refreshed DEI strategy aims
to support different perspectives to enhance
our firm’s performance and wider contributions.
We are applying a holistic DEI lens to both internal
and external-facing activity while continuing to enable
an inclusive and equitable culture at ICG without bias
or discrimination.
As we progress and implement our strategy, our DEI
focus on ‘Our People’ and ‘Our Industry’ is ongoing,
and we are increasing focus on our emphasis on
‘Our Data and Insights’ to equip us with actionable
DEI insights around our strategic priorities. ‘Our
Responsible Investing’ drives DEI improvements in
our portfolio by promoting and encouraging greater
DEI practices within our investment approach and,
as appropriate, our portfolio companies.
Across the Group, in addition to existing efforts
around our more established DEI topics such as
gender, ethnicity and LGBTQ+ , we are addressing
newer areas of focus, including social mobility and
disability through a range of opportunities.
We invest in our people because their
progress supports our growth and their new
ideas underpin our innovation.
We are continuing to further our efforts addressing
aspects of the employee life cycle to ensure we
create a diverse, equitable and inclusive pipeline
of talent to successfully meet our talent imperatives
and drive performance:
– Our early careers programmes focus on hires
and enhancing access to our industry for
under‑represented groups
– Conscious Inclusion Workshops for all employees
– Women’s Development Programme for mid-
to senior-level women
– Inclusive Recruitment programme for anyone
involved in hiring
– ‘Leading for Impact’ programme for senior leaders
– DEI training as part of annual Compliance cycle
To address employee pulse survey feedback which
highlighted a desire to enhance managerial skills,
our new People Manager Programme, ‘Managing
for Results’, is designed to provide measurable skills
development and drive confidence in managing
through growth.
Firm-wide mentoring is launching for employees
at all levels to develop expertise, address
areas of interests, improve connectivity to
our business strategy and across people
from different backgrounds.
Our employee networks
Our employee networks contribute significantly to
employee experience and community activity at ICG,
underpinning our inclusive culture. They are global,
employee-led and bring people together who share
identities, interests and ambitions for personal
development and DEI progress. Networks cover
topics including gender, ethnicity, LGBTQ+, next
generation, family, carers, disability, and wellbeing.
HOW WE ARE INVESTING IN OUR PEOPLE FOR GROWTH
INVESTING
FOR GROWTH
Diversity, Equity and Inclusion: Our Refreshed Strategy
Our Data
and Insight
Our Industry
Our Responsible
Investing
Our People
Find out more in our Governance report
on page 66 and Non-financial information
statement on page 65
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Our people continued
Key people metrics
All data is 31 March 2024 unless noted
General
Ethnic minorities
Number of permanent employees (total)
637
(2023: 582)
Employee turnover (%)
13.0%
(2023: 16.8%)
Number of permanent employees (FTE)
635
(2023: 579)
Women
Executive Committee (%)
33%
(2023: 33%)
Senior Board positions (Chair, SID, CEO, CFO)
0
(2023: 0)
Board (%)
40%
(2023: 36%)
Global Senior Management1 (%)
29%
(2023: 30%)
UK Senior Management2 (%)
37%
(2023: 42%)
UK New Hires (%)
37%
(2023: 52%)
Global New Hires (%)
39%
(2023: 46%)
Mean Gender Bonus Gap (%)
70.2%
(2023: 74.3%)
Global All Employees (%)
37%
(2023: 36%)
Mean Hourly Gender Pay Gap (%)
30.3%
(2023: 34.4%)
Global Senior Management1 (%)
13%
(2023: 17%)
Executive Committee (%)
0%
(2023: 33% Asian)
Board
0%
(2023: 9% Asian)
Senior Board positions (Chair, SID, CEO, CFO)
0
(2023: 1)
UK All Employees (%)
26%
of which 63% White, 17% Asian, 4% Black, 5% Other, 10%
Prefer Not to Say
(2023: 23%, of which 66% White, 14% Asian, 3% Black, 6%
Other, 11% Prefer Not to Say)
Age
1. Global Senior Management is ICG’s equivalent for Combined Executive Committee (ExCo) and ExCo Direct Reports population
Reported to the FTSE Women Leaders Review and Parker Review and was newly defined for 2024 reporting. In addition to ExCo
members, the “ExCo Direct Reports” equivalent population included are those roles which are: a direct report to an Executive
Director; and for CBS: also hold a firm-wide leadership role of a functional area (Tax, Legal, Investor Relations, Compliance, COO,
Finance, HR, Corporate Affairs, Reward. Internal Audit is also included). For MCR: also hold a firm-wide leadership role for all
client functions. For INV: also hold a firm-wide leadership role (Investment Office, Head of ESG) and/or is also an MRT who leads a
business with more than 5% of AUM in UK entity as per our recent, Board-approved definition of MRTs (excl. PEFI).
2. UK Senior Management population (WIFC) is newly defined for 2024 reporting. In addition to ExCo members, the “ExCo Direct
Reports” equivalent population included are those roles which are: a direct report to an Executive Director; and for CBS: also hold
a firm-wide leadership role of a functional area (Tax, Legal, Investor Relations, Compliance, COO, Finance, HR, Corporate Affairs,
Reward. Internal Audit is also included). For MCR: Europe Head of Marketing & Global Client Relations. For INV: also hold a firm-
wide leadership role (Investment Office, Head of ESG) and/or is also an MRT who leads a business with more than 5% of AUM in
UK entity as per our recent, Board-approved definition of MRTs (excl. PEFI Female share of UK Senior Management target is meet/
exceed 30% women by 2027.
Find out more in our Governance report
on page 66 and Non-financial information
statement on page 65
1.
2.
3.
1. Below 30
17%
2. 30–50
72%
3. Above 50
11%
UK New Hires (%)
38%
of which 58% White, 25% Asian, 8% Black, 5% Other, 5%
Prefer Not to Say
(2023: 34%, of which 66% White, 20% Asian, 4% Black, 10%
Other, 0% Prefer Not to Say)
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Responsible investing
ICG has been a signatory to the UN PRI since 2013
and has been highly rated by third-party ratings
and assessments.
S&P Global Corporate
Sustainability Assessment
Scored 60/100
Retained membership in the DJSI
Europe Index
(2022: 65/100; 2021: 59/100)
ICG seeks to integrate sustainability considerations
into our investment approach and into our own
operations. By supporting responsible and sustainable
business practices, we can deliver long-term value for
our clients and stakeholders.
For more information on ICG’s approach
to Sustainability and Responsible
Investing, read our Sustainability
and People Report 2023/2024:
www.icgam.com/spr
ICG’s Sustainability
Ratings and Assessments
for year ending 31 March 2024
UN PRI 2023 Assessment
Following rating per module
Policy, Governance and Strategy
Indirect – Private Equity
Direct – Private Equity
Fixed Income – Corporate
Fixed Income – Private Debt
Confidence Building Measures
MSCI ESG Ratings
(on a scale of AAA-CCC)
Maintained Industry Leader rating of
AAA
(2022: AAA; 2021: AAA)
Sustainalytics ESG Risk Ratings
Maintained Low Risk rating – score of
14.9
Top second percentile among Asset Management
and Custody Services companies assessed by
Sustainalytics
(2022: Low risk – 15.8/100, 2021:
Low risk – 18.6/100)
CDP Climate Change
ICG retained CDP Climate Change Leadership
score of
A-
(2022: A-; 2021: B)
FTSE4Good Index
6th consecutive year
ICG retained membership
DELIVERING
LONG-TERM
VALUE
CONTINUED
PROGRESS ON
SUSTAINABILITY
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Managing risk
RISK DISCIPLINE
FOR STRATEGIC
GROWTH
Effective risk management is a core competence
underpinned by a strong control culture.
Our approach
The Board is accountable for the overall stewardship
of the Group’s Risk Management Framework (RMF),
internal control assurance, and for determining
the nature and extent of the risks it is willing to
take in achieving the Group’s strategic objectives.
In so doing the Board sets a preference for risk
within a strong control environment to generate a
return for investors and shareholders and protect
their interests.
Risk appetite is reviewed by the Risk Committee,
on behalf of the Board, and covers the principal
risks that the Group seeks to take in delivering the
Group’s strategic objectives.
The Risk Committee is provided with management
information regularly and monitors performance
against set thresholds and limits. The Board also
promotes a strong risk management culture by
encouraging acceptable behaviours, decisions,
and attitudes toward taking and managing risk
throughout the Group.
Managing risk
Risk management is embedded across the Group
through the RMF, current and emerging risks are
identified, assessed, monitored, controlled, and
appropriately governed based on a common risk
taxonomy and methodology. The RMF is designed
to protect the interests of stakeholders and meet
our responsibilities as a UK-listed company, and the
parent company of a number of regulated entities.
The Board’s oversight of risk management is
proactive, ongoing and integrated into the Group’s
governance processes. The Board receives regular
reports on the Group’s risk management and internal
control systems. These reports set out any significant
risks facing the Group.
The evaluation of risk events and corrective actions
assists the Board in its assessment of the Group’s
risk profile. The Board also meets regularly with the
internal and external auditors to discuss their findings
and recommendations, which enables it to gain
insight into areas that may require improvement.
The Board reviews the RMF regularly, and it forms
the basis on which the Board reaches its conclusions
on the effectiveness of the Group’s system of
internal controls.
The Group operates a risk framework consistent with
the principles of the ‘three lines of defence’ model.
Taking controlled risk opens up opportunities
to innovate and further enhance our business,
for example new investment strategies or new
approaches to managing our client relationships.
Therefore, the Group maintains a risk culture
that provides entrepreneurial leadership within
a framework of prudent and effective controls to
enable effective risk management. Please also refer
to the Risk Committee Report (page 90 to 92).
Taking responsibility and managing risk is one of
our key values that drive our success. For more
information on our culture and values, see page 35.
Risk appetite
Risk appetite is defined as the level of risk which
the Group is prepared to accept in the conduct
of our activities. The risk appetite framework is
implemented through the Group’s operational
policies and procedures and internal controls
and supported by limits to control exposures
and activities that have material risk implications.
The current risk profile is within our risk appetite
and tolerance range.
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Managing risk continued
Principal and emerging risks
The Group’s principal risks are individual risks, or a
combination of risks, materialisation of which could
result in events or circumstances that might threaten
our business model, future performance, solvency,
or liquidity and reputation. Reputational risk is not
in itself a principal risk; however, it is an important
consideration and is actively managed and mitigated
as part of the wider RMF. Similarly, sustainability risk
is not defined as a principal risk but is considered
across the Group’s activities as an embedded
value. The Group has determined that the most
significant impact from climate change relates to the
underlying portfolio investments. Climate-related
risk for both the Group’s own operations and ICG’s
fund management activity are addressed in greater
detail in the Climate-related Financial Disclosures
(see page 48) and note 1 of the financial statements
(see page 132).
The Group uses a principal and emerging risks
process to provide a forward-looking view of the
potential risks that can threaten the execution of
the Group’s strategy or operations over the medium
to long term. Emerging risks are identified through
conversations and workshops with stakeholders
throughout the business, attending industry events,
and other horizon scanning by Group Risk and
Compliance, these are monitored on an ongoing basis
to ensure that the Group is prioritising its response to
emerging risks appropriately. The Directors confirm
that they have undertaken a robust assessment of
the principal and emerging risks, in line with the
requirements of the UK Corporate Governance Code.
The Group’s RMF identifies eight principal risks
which are accompanied by associated responsibilities
and expectations around risk management and
control. Each of the principal risks is overseen by an
accountable Executive Director, who is responsible
for the framework, policies and standards that detail
the related requirements.
The Directors confirm that they have reviewed the
effectiveness of the Group’s risk management and
internal control system and confirm that no significant
failings or weaknesses have been identified. This is
supported by an annual Material Controls assessment
and Fraud Risk Assessment, facilitated by the Group
Risk Function, which provides the Directors with
a detailed assessment of related internal controls.
The diagram on the right shows the Group’s
principal risks. The horizontal axis shows the impact
of a principal risk if it were to materialise, and the
vertical axis illustrates the likelihood of this occurring.
The scales are based on the residual risk exposure
remaining after mitigating controls.
5
6
8
3
7
4
2
1
Likelihood
Almost certain
Likely
Possible
Remote
Impact
Medium
High
Very High
Low
Strategic and Business
External Environment Risk
Fund Performance Risk
Financial
Balance Sheet Risk
Operational
Key Personnel Risk
Legal, Regulatory and Tax Risk
Operational Resilience Risk
Third Party Provider Risk
Key Business Process Risk
5
6
8
3
7
4
2
1
Risk trend
Risk trend
Risk profile
Risk Appetite Level
Low
Moderate
High
Very high
External Environment Risk
•
Fund Performance Risk
•
Balance Sheet Risk
•
Key Personnel Risk
•
Legal, Regulatory and Tax Risk
•
Operational Resilience Risk
•
Third Party Provider Risk
•
Key Business Process Risk
•
1
2 Fund Performance Risk
Risk Description
Current and potential clients continually assess our
investment fund performance. There is a risk that our
funds may not meet their investment objectives, that
there is a failure to deliver consistent performance, or
that prolonged fund underperformance could erode
our track record. Consequently, existing investors in our
funds might decline to invest in funds we raise in future
and might withdraw their investments in our open-ended
strategies. Poor fund performance may also impact our
ability to raise subsequent vintages or new strategies
impacting our ability to compete effectively. This could in
turn materially affect our profitability and impact our plans
for growth.
Key Controls and Mitigation
– A robust and disciplined investment process is in place
where investments are selected and regularly monitored
by the Investment Committees for fund performance,
delivery of investment objectives, and asset performance.
– All proposed investments are subject to a thorough due
diligence and approval process during which all key
aspects of the transaction are discussed and assessed.
Regular monitoring of investment and divestment
pipelines is undertaken on an ongoing basis.
– Monitoring of all portfolio investments is undertaken on
a quarterly basis focusing on the operating performance
and liquidity of the portfolio.
– Material sustainability and climate-related risks are
assessed for each potential investment opportunity
and presented to, and considered by, the Investment
Committees of all investment strategies. Further analysis
is conducted for opportunities identified as having a
higher exposure to climate-related risks.
Trend and Outlook
Against a fast-moving global economic backdrop, we
have continued to successfully manage our clients’ assets.
As expected, given our focus on downside protection,
our funds are showing attractive performance through
a period of volatility. In particular, our debt strategies
are generating historically high returns for clients.
Fund valuations have remained stable during the period,
with strong underlying performance of our portfolio
companies and income from our interest-bearing
investments largely offsetting reductions in valuation
multiples or increasing costs of capital. Despite the
slowdown in transaction activity across the market,
we have continued to anchor the performance of key
vintages through a disciplined approach to realisations.
The Group saw sustained client demand for our flagship
and scaling strategies. In the former, we had closes in the
period for Strategic Equity V, our direct lending strategy
SDP V, and the second vintage of our mid-market strategy
in European Mid-Market II; additionally in our Credit
strategy we originated new Collateralised Loan Obligations
(CLOs) in the period. Within scaling strategies, notable
successes included a first close in Real Estate Opportunistic
Europe (Metro), Infrastructure Europe II, North America
Credit Partners III, ICG Living, as well as follow on closes in
LP Secondaries I. The Group also seeded new investments
in the Asia region in the Infrastructure Asia and Real Estate
Asia strategies. Our closed-end funds model more generally
provides visibility of future long-term fee income and
therefore Fund Management Company (FMC) profits.
Looking ahead the outlook remains positive. We continue
to hire selectively to help drive future growth within
our investment teams, and within Marketing and Client
Relations, focused on product and end-client expertise.
We have a powerful local sourcing network and a diversified
product offering of successful investment strategies that
enable us to navigate dynamic market conditions, which
helps to mitigate this risk.
More detail on the performance of the Group’s funds
can be found on pages 19 to 22.
Strategic
alignment:
Risk
trend:
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Managing risk continued
External Environment Risk
Strategic alignment
Grow AUM Invest Manage and Realise
Risk Description
Geopolitical and macroeconomic concerns and other
global events such as pandemics and natural disasters
that are outside the Group’s control could adversely
affect the environment in which we, and our fund
portfolio companies, operate, and we may not be able to
manage our exposure to these conditions and/or events.
In particular, these events have contributed, and may
continue to contribute, to volatility in financial markets
which can adversely affect our business in many ways,
including by reducing the value or performance of the
investments made by our funds, making it more difficult
to find opportunities for our funds to exit and realise value
from existing investments and to find suitable investments
for our funds to effectively deploy capital. The External
Environment Risk could affect our ability to raise funds
and materially increase or reduce our profitability.
Key Controls and Mitigation
– The Group’s business model is predominantly based
on illiquid funds which are closed-ended and long-term
in nature. Therefore, to a large extent the Group’s fee
streams are ‘locked in’. This provides some mitigation
in relation to profitability and cash flows against market
downturn. Additionally, given the nature of closed-end
funds, they are not subject to redemptions.
– A range of complementary approaches are used to inform
strategic planning and risk mitigation, including active
management of the Group’s fund portfolios, profitability
and balance sheet scenario planning and stress testing
to ensure resilience across a range of outcomes.
– The Board, the Risk Committee and the Risk function
monitor emerging risks, trends, and changes in the
likelihood of impact. This assessment informs the
universe of principal risks faced by the Group.
Trend and Outlook
Heightened geopolitical risk, high interest rates and
weak economic growth means the investing environment
remains uncertain and potentially volatile. The Group has
proven expertise in navigating complex and uncertain
market conditions, with our business model providing
a high degree of stability through economic cycles.
As noted in the Finance review on page 17, we have
substantial dry powder across a range of strategies,
stable management fee income, are not under pressure
to deploy or realise, and can capitalise on opportunities
that emerge across our asset classes.
We are actively supporting our portfolio companies as they
seek to take advantage of current market dislocation by
growing organically and inorganically, as well as ensuring
that they have the people, systems, and capital structures
in place to navigate a period of potentially protracted
uncertainty, including to ensure they are appropriately
hedged against interest rate risks. Our portfolios remain
fundamentally well positioned, with robust operational
performance and reasonable leverage.
We remain alert to the current macroeconomic and
geopolitical uncertainty and continue to monitor the
potential impact on our investment strategies, clients,
and portfolio companies, as well as the broader markets.
While the uncertainty remains elevated, we do not see an
increased risk to our operations, strategy, performance,
or client demand as a result.
Strategic
alignment:
Risk
trend:
Risk
appetite:
Executive Director
responsible:
High
Benoît Durteste
Risk
appetite:
Executive Director
responsible:
Moderate
Benoît Durteste
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Managing risk continued
4 Key Personnel Risk
Risk Description
The Group depends upon the experience, skill and
reputation of our senior executives and investment
professionals. The continued service of these individuals,
who are not obligated to remain employed with us, is
uniquely valuable and a significant factor in our success.
Additionally, a breach of the governing agreements of our
funds in relation to ‘Key Person’ provisions could result
in the Group having to stop making investments for the
relevant fund or impair the ability of the Group to raise
new funds if not resolved in a timely manner.
As such, the loss of key personnel could have a material
adverse effect on our long-term prospects, revenues,
profitability and cash flows and could impair our ability to
maintain or grow assets under management in existing funds
or raise additional funds in the future.
Key Controls and Mitigation
– An active and broad-based approach to attracting,
retaining, and developing talent, supported by a range
of complementary approaches including a well-
defined recruitment process, succession planning, a
competitive and long-term approach to compensation
and incentives, and a focus on advancement through
the appraisal process, dedicated development and
mentoring programmes driven by a dedicated Learning
& Development team.
– Continued focus on the Group’s culture by developing
and delivering initiatives that reinforce appropriate
behaviours to generate the best possible long-term
outcomes for our employees, clients, and shareholders.
– Promotion of a diverse and inclusive workforce through
policies as well as supporting benefits, including
personal, family, health and wellbeing activities.
– Regular reviews of resourcing and key person exposures
are undertaken as part of business line reviews and the
fund and portfolio company review processes.
– The Remuneration Committee oversees the Directors’
Remuneration Policy and its application to senior
employees, and reviews and approves incentive
arrangements to ensure they are appropriate and
in line with market practice.
Trend and Outlook
Attracting and retaining key people remains a significant
operational priority. We continue to focus on strategic
hiring across the firm to support our strategy of scaling
the business by ensuring we have the breadth and depth
of expertise to execute on the long-term opportunities
ahead. Building on the investments we made in FY23,
we have continued to welcome a number of senior hires
across the organisation, including the appointment of
senior investment executives, client-facing executives
and operational leaders.
We have made senior appointments across many of
our investment teams enabling us to amplify our team
across the breadth of our investment strategies. Within
fund marketing we have focused on growing our team
in North America, with a focus on both consultant and
institutional relationships, as well as broadening our
geographical penetration with key senior appointments
on the US West Coast and Canada. We have evolved our
organisation design within Client Relations by on-boarding
experienced Managing Directors to further elevate our
efforts in engaging with a sophisticated client base across
a broader range of products.
Staff turnover has trended downwards, from 16.8% to
12.8%, as market dynamics have shifted and the recruitment
market has slowed down. While strong candidates remain
in demand we continue to be successful in attracting hires
at all levels of experience and at the high calibre required
for the Group. This year, we have been able to make senior,
external hires into the roles of CFO and COO. Over the past
three years, we have furthermore recruited a number senior
investment leaders and team executives, including into the
newly created role of Global Head of Real Estate; portfolio
managers and investment teams focusing on European
and Asian Real Estate Equity, Asian Infrastructure Equity,
European Large Cap and Mid-Market Corporates, US Liquid
Credit, and US and European Private Credit. We have also
externally recruited a Global Head of CRM as well as senior
fundraising executives in North America and EMEA.
Read more about Our people on page 35.
Strategic
alignment:
Risk
trend:
3 Balance Sheet Risk
Risk Description
The Group is exposed to liquidity and market risks.
Liquidity risks refer to the risk that the Group may not
have sufficient financial resources to meet its financial
obligations when they fall due. Market risk refers to the
possibility that the Group may suffer a loss resulting
from the fluctuations in the values of, or income from,
proprietary assets and liabilities. The Group does not
deliberately seek exposure to market risks to generate
profit; however, on an ancillary basis we will co-
invest alongside clients into our funds, seed assets in
preparation for new fund launches or hold investments
in CLOs in accordance with regulatory requirements.
Consequently, the Group is exposed to having insufficient
liquidity to meet its financial obligations, including its
commitments to its fund co-investments. In addition,
adverse market conditions could impact the carrying
value of the Group’s investments resulting in losses
on the Group’s balance sheet.
Key Controls and Mitigation
– Debt funding for the Group is obtained from diversified
sources and the repayment profile is managed to
minimise material repayment events. The profile of
the debt facilities available to the Group is reviewed
frequently by the Treasury Committee.
– Balance sheet hedging of non-sterling exposure is
undertaken to minimise short-term volatility in the
financial results of the Group.
– Market, interest rate and liquidity exposures are
reported monthly and reviewed by the Group’s
Treasury Committee.
– Liquidity projections and stress tests are prepared
to assess the Group’s future liquidity as well as
compliance with the regulatory capital requirements.
– Investment Company commitments are reviewed and
approved by the CEO and the CFO on a case-by-case
basis assessing the risks and return on capital.
– Valuation of the balance sheet investment portfolio is
reviewed quarterly by the Group Valuation Committee,
which includes assessing the assumptions used in
valuations of underlying investments.
Trend and Outlook
Global markets remain susceptible to volatility
from a number of macroeconomic factors, specifically
related to global interest rates, and geopolitical factors.
We continue to implement measures to mitigate the impact
of market volatility and interest rate fluctuations in line
with Group policy, and we will respond to the prevailing
market environment where appropriate.
Our balance sheet remains strong and well capitalised,
with net gearing of 0.38x, and with £1.1bn of available
liquidity as of 31 March 2024. In addition, the Group has
significant headroom to its debt covenants. All of the
Group’s drawn debt is fixed rate, with the only floating
rate debt being the Group’s committed £550m revolving
credit facility, which was undrawn as of 31 March 2024.
This facility is only intended to provide short-term
working capital for the Group. Additionally, during the year
Standard & Poor upgraded ICG’s outlook from BBB (Stable)
to BBB (Positive), while Fitch maintained the Group at
BBB (Stable).
The Group’s liquidity, gearing and headroom are detailed
in the Finance Review on page 26.
Strategic
alignment:
Risk
trend:
Strategic alignment
Grow AUM Invest Manage and Realise
Risk
appetite:
Executive Director
responsible:
Moderate
David Bicarregui
Risk
appetite:
Executive Director
responsible:
Low
Antje Hensel-Roth
5
6 Operational Resilience Risk
Risk Description
The Group is exposed to a wide range of threats which
can impact our operational resilience. Natural disasters,
cyber threats, terrorism, environmental issues, and
pandemics have the potential to cause significant business
disruption and change our working environment. Our
disaster recovery and business continuity plans may not
be sufficient to mitigate the damage that may result from
such a disaster or disruption. Additionally, the failure of
the Group to deliver an appropriate information security
platform could result in unauthorised access by malicious
third parties, breaching the confidentiality, integrity
and availability of our data and systems. Regardless of
the source, any critical system failure or material loss of
service availability could negatively impact the Group’s
reputation and our ability to maintain continuity of
operations and provide services to our clients.
Key Controls and Mitigation
– Operational resilience, in particular cyber security, is top
of the Group’s Board and Leadership agenda, and the
adequacy of the Group’s response is reviewed on an
ongoing basis.
– Business Continuity and Disaster Recovery plans are
reviewed and approved on at least an annual basis by
designated plan owners, and preparedness exercises
are complemented by an automated Business Continuity
Planning tool.
– Providing laptops for all employees globally removes the
physical dependency on the office and allows employees
to work securely from home.
– The Group’s technology environment is continually
maintained and subject to regular testing, such as
penetration testing, vulnerability scans and patch
management. Technology processes and controls are
also upgraded where appropriate to ensure ongoing
technology performance and resilience.
– An externally managed security operations centre
supplies the Group with skilled security experts and
technology to proactively detect and prevent potential
threats and to recover from security incidents, including
cyber attacks.
Trend and Outlook
We have continued to invest in our platform to support
the increasing breadth and scale of our business and
to position ICG for future growth, as noted in the CEO
review on page 7.
To maintain pace with the ever-evolving threat landscape,
the Group continues to invest in systems and services that
improve our ability to respond to business continuity events
of all forms. Effective oversight of technology and business
facing third-party suppliers forms one of the cornerstones
of the Group’s ongoing business continuity programme and
a key part of the Group’s regular business continuity and
disaster recovery testing regime.
As part of the Group’s commitment to cyber and information
security, ICG certified against the ISO27001 framework in
the early part of FY24. Up-to-date and maintained cyber
hygiene, vulnerability scanning, technical surveillance
countermeasures alongside user education make up
the core components of the Group’s cyber security with
external threat intelligence used to inform investments in
solutions to ensure our data is protected and secure.
Strategic
alignment:
Risk
trend:
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Managing risk continued
Legal, Regulatory and Tax Risk
Risk Description
Regulation defines the overall framework for the
marketing distribution and investment management
of the Group’s strategies and supporting the Group’s
business operations. The failure of the Group to comply
with the relevant rules of professional conduct and laws
and regulations could expose the Group to regulatory
censure, penalties or legal action.
Additionally, the increase in demand for tax-related
transparency means that tax rules are continuing to evolve.
This raises a complex mix of tax implications for the Group,
in particular for transfer pricing, permanent establishment
and fund structuring processes. The tax authorities could
challenge the Group’s interpretation of tax rules, resulting
in additional tax liabilities.
Changes in the legal and regulatory and tax framework
applicable to the Group’s business may also disrupt the
markets in which the Group operates and affect the way the
Group conducts its business. This could in turn increase the
cost base, lessen competitiveness, reduce future revenues
and profitability, or require the Group to hold more
regulatory capital.
Key Controls and Mitigation
– Compliance and Legal functions are dedicated to
understanding and fulfilling regulatory and legal
expectations on behalf of the Group, including interactions
with our regulators and relevant industry bodies. The
functions provide guidance to, and oversight of, the
business in relation to regulatory and legal obligations.
– Compliance undertakes routine monitoring and deep-dive
activities to assess compliance with relevant regulations
and legislation.
– The Tax function has close involvement with significant
Group transactions, fund structuring and business
activities, both to proactively plan the most tax efficient
strategy and to manage the impact of business
transactions on previously taken tax positions.
– Regulatory, legislative and tax developments are
continually monitored to ensure we engage early
in any areas of potential change.
Trend and Outlook
ICG continues to operate across a complex global
regulatory environment. As the nature and focus of
regulation and laws evolve, the Group continually adapts
to meet regulatory obligations. Regulatory engagement
through FY24 has focused on internal regulatory
initiatives including the Group’s establishment of an EU
branch structure. Proactive engagement on emerging
focus areas for instance providing thought leadership
on AIFMD II has helped the regulatory risk profile remain
broadly stable.
Legal risk continues to be impacted by the continued
regulatory focus on the sector, which we anticipate may lead
to an evolution of the existing applicable legal framework
for the business, as well as uncertainty due to forthcoming
elections in the US, UK and other jurisdictions. It also
remains the case that the Group is subject to litigation risk,
which may increase as the Group’s business expands and
becomes more complex.
The Pillar One and Two Model rules (also referred to as
the ‘Anti Global Base Erosion’ or ‘GloBE’ rules) will be
implemented from 1 April 2024 (financial year ending
31 March 2025). The Group’s trading activities within
the FMC are subject to tax at the relevant statutory rates
in the jurisdictions in which income is earned. Pillar One
(reallocation of taxes across jurisdictions) is not expected
to apply for the Group based on the worldwide revenue
threshold. For Pillar Two, the Group has performed
an impact analysis on the Pillar Two proposals for a
global minimum tax rate of 15% and does not expect
the implementation to be significant.
The Group remains responsive to a wide range of
developing regulatory areas and the increase in
regulatory scrutiny around private markets more generally,
and continues to invest in the Compliance, Legal and Tax
teams to ensure the Group maintains appropriate and
relevant coverage.
Strategic
alignment:
Risk
trend:
Strategic alignment
Grow AUM Invest Manage and Realise
Risk
appetite:
Executive Director
responsible:
Low
David Bicarregui
Risk
appetite:
Executive Director
responsible:
Moderate
David Bicarregui
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Managing risk continued
8 Key Business Process Risk
Risk Description
All operational activities at the Group follow defined
business processes. We face the risk of errors in existing
processes, or from new processes as a result of the
growth of the business and ongoing change activity
which inherently increases the profile of operational
risks across our business. The Group operates within a
system of internal controls that provides oversight of
business processes, which enables our business to be
transacted and strategies and decision making to be
implemented effectively. The risk of failure of significant
business processes and controls could compromise our
operations and disadvantage our clients, or expose the
Group to unanticipated financial loss, regulatory censure,
or damage to our reputation. This could in turn materially
reduce our profitability.
Key Controls and Mitigation
– Key business processes are regularly reviewed, and the
risks and controls are assessed through the Risk and
Control Self-Assessment (RCSA) process.
– A ‘three lines of defence’ model is in place, which ensures
clarity over individual and collective responsibility
for process risk management and to ensure policies,
procedures and activities have been established and are
operating as intended.
– Regular reporting and ongoing monitoring of
underlying causes of operational risk events, to identify
enhancements that require action.
– A well-established incident management processes
for dealing with system outages that impact important
business processes.
– An annual review of the Group’s material controls
is undertaken by senior management and Executive
Directors.
Trend and Outlook
Our RMF defines our approach to the identification,
assessment, management and reporting of operational
risks and associated controls across the business.
There were no significant changes to the Group’s
RMF’s overall approach to risk governance or its
operation in the period, however the rollout of the new
Governance, Risk and Compliance (GRC) system should
see enhancements to the existing approach as well as
potentially reducing the residual risk of business process
risk through enhanced risk data and a more holistic view
of our risk environment.
We monitor underlying causes of errors to identify areas
for action, promoting a culture of accountability and
continuously improving how we address issues. We also
continue to enhance the RMF. Against the backdrop of
macroeconomic uncertainty, and growth of the business,
the operational risk profile has remained broadly stable with
operational losses in line with previous years. Investment
Operations, Fund Accounting and Finance continue to be
the most material operational risk areas.
Key Business Process Risk exposure is elevated due to
ongoing operational changes as the Group continues to
make progress on the strategic initiative of “Scaling up and
Scaling Out” by improving the scalability of our operations
platform by implementing systems, enhancing infrastructure
to manage our growth plans more effectively, and investing
in the operations platform itself. Transformation and project
activity, including workflow automation, is anticipated
to yield more efficient and automated processes and a
reduction in operational risk over the medium term.
Strategic
alignment:
Risk
trend:
7 Third-Party Provider Risk
Risk Description
The Group outsources a number of functions to third-
party providers as part of our business model, as well
as managing service provider arrangements on behalf
of our funds. The most significant third party provider
relationships for both the Group and the funds are Third
Party Administrators (TPAs). The risk that the TPAs fail
to deliver services in accordance with their contractual
obligations could compromise our operations and impair
our ability to respond in a way which meets both client
and stakeholder expectations and requirements. Any
future over reliance on one or a very limited number of
TPAs in a specific and important business area could
also expose the Group to heightened levels of risk,
particularly if the service is not easily substitutable.
Additionally, the failure of the Group to maintain sufficient
knowledge, understanding and oversight of the controls
and processes in place to proactively manage our TPAs
could damage the quality and reliability of these TPA
relationships.
Key Controls and Mitigation
– The TPA oversight framework consists of policies,
procedures, and tools to govern the oversight of
key suppliers, including our approach to selection,
contracting and on-boarding, management and
monitoring, and termination and exit. In particular,
we undertake initial and ongoing due diligence of our
TPAs to identify and effectively manage the business
risks related to the delegation or outsourcing of our
key functions.
– Ongoing monitoring of the services delivered by our
TPAs is delivered through regular oversight interactions
where service levels are compared to the expected
standards documented in service agreements and
agreed-upon standards.
Trend and Outlook
The Group has continued to embed the TPA Governance
and Oversight Framework during the course of the
year, gathering consistent evidence of the ongoing
performance of our TPAs.
This has allowed the respective operational oversight teams
to identify trends and themes that impact service levels and
provides a guide to where additional oversight activities are
required. The teams work in partnership with our TPAs to
ensure consistent performance levels are maintained and
issues are redressed on a timely basis.
The KPI reporting also allows the Group to benchmark
the performance of our TPAs against each other, thereby
providing information to support a decision around
potential rationalisation of the portfolio. Going forward,
the Group will continue to assess the potential for improved
operational efficiency and streamlined investor experience
in reaching a decision on the appropriate number of TPAs
to utilise.
Strategic
alignment:
Risk
trend:
Strategic alignment
Grow AUM Invest Manage and Realise
Risk
appetite:
Executive Director
responsible:
Moderate
David Bicarregui
Risk
appetite:
Executive Director
responsible:
Moderate
David Bicarregui
Viability statement
In accordance with the UK Corporate Governance
Code, the Directors have carried out a
comprehensive and robust assessment of the
prospects and viability of the Group.
Assessment of viability
The assessment of the Group’s viability requires the
Directors to consider the principal risks that could
affect the Group (see pages 42 to 45), with further
information in the Risk Committee Report on page 90.
The Group has good visibility on future management
fees due to the long-term nature of our funds (see
page 18). This is underpinned by a well-capitalised
balance sheet coupled with a strong liquidity position.
Stress testing is performed on the Group’s strategic
plan, which considers the impact of one or more of
the key risks crystallising over the assessment period.
The severe but plausible stress scenario applied
to the strategic plan is a material reduction in AUM
arising as a result of one or more of the External
environment and Fund performance principal risks
crystallising, with the scenario applying a significant
slowdown to fundraising, deployment and realisation,
combined with a significant valuation write down of
the Group’s balance sheet investments.
Having reviewed the results of the stress tests, the
Directors have concluded that the Group would
have sufficient resources in the stressed scenario
and that the Group’s ongoing viability would be
sustained. The stress scenario assumptions include
maintaining the Group’s dividend policy but this and
other assumptions would be reassessed if necessary
over the longer term.
In addition, the Group undertakes a reverse stress
test to identify the circumstances under which the
business model becomes unviable. The most likely
scenario to cause the business model to be unviable
is investment write-downs causing a breach of debt
covenants. The reverse stress test determines the
level of investment write-downs required to breach
debt covenants and trigger a business model failure
point, in the absence of any management actions.
Analysis of this scenario concluded that write-downs
significantly in excess of those experienced during
the global financial crisis by the Group, without
any mitigating actions, would be required in order
for the Group to breach its banking covenants.
The Directors consider this level of write-down
to be extremely remote.
Viability statement
Based on the results of the analysis, and in
accordance with the provisions of the UK Corporate
Governance Code, the Directors confirm that they
have a reasonable expectation that the Group will
continue to operate and meet its liabilities, as they
fall due, for the next three years. The Directors’
assessment has been made with reference to the
Group’s current position and prospects, the Group’s
strategy, the Board’s risk appetite, the Group’s
principal risks and the management of those risks,
as detailed in the Strategic Report on pages 1 to 65.
Given the above, the Directors also considered it
appropriate to prepare the financial statements on the
going concern basis as set out on pages 77 and 133.
The Group’s long-term prospects are primarily
assessed through the strategic and financial planning
process. The main output of this periodic process is
the Group’s strategic plan, supported by the annual
budget which is approved by the Board (see page
68). This assessment also reflects the Group’s
strategic priorities (see page 12).
The Board’s oversight of the strategic plan is
underpinned by the regular briefings received
by the Board on macroeconomics, markets, new
products and strategies, people management
and processes (see page 68). New strategy
reviews consider both the market opportunity for
the Group and the associated risks, principally the
ability to raise third-party funds, and deliver strong
investment performance.
Period for assessing viability
The period covered by the Group’s strategic
plan, regulatory capital reporting, shareholder
fundraising guidance and the deployment duration
for some of the larger strategies is three years. This,
combined with an assessment of the period over
which forecasting assumptions are most reliable,
and taking into account the recommendations of the
Financial Reporting Council in their 2021 thematic
review publication, has led the Directors to choose a
period of three years to March 2027 for their formal
assessment of viability. The Directors are satisfied
that a forward-looking assessment of the Group
for this period is sufficient to enable a reasonable
statement of viability.
A comprehensive and robust assessment
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About this Report
This Report provides our
shareholders, clients and
other stakeholders with an
overview of how ICG manages
the exposure to climate-
related risks in our business
and investments and builds
capacity to capitalise on
climate-related opportunities.
This Report is consistent with the recommendations
of the Task Force on Climate-related Financial
Disclosures (TCFD). This Report also takes into
consideration the TCFD’s Supplemental Guidance
for Asset Managers.
The following entities within the Group, which are
regulated by the Financial Conduct Authority (FCA),
are in scope of chapters 2.1 and 2.2 of the FCA’s
Environmental, Social and Governance (ESG)
Sourcebook, which requires firms to publish a ‘TCFD
entity report’ containing climate-related disclosures
consistent with the TCFD recommendations: ICG
Alternative Investment Limited and Intermediate
Capital Managers Limited. These firms rely on this
report to fulfil their entity-level disclosure
requirements.
The report follows the four thematic areas of the
TCFD recommendations, and as such outlines the
Group’s approach to incorporating climate-related
risks and opportunities into our strategy, governance,
risk management, and metrics and targets.
In determining the relevance and materiality of
information presented in this Report, we consider:
A
Our investments
We recognise that climate change may have
a material impact (both positive and negative)
on investment performance and returns over
the short, medium and long term. Even though
the third-party funds we manage are generally
not consolidated into the Group from a financial
perspective, we consider the climate-related risks
and opportunities surrounding these funds and
our fund management activities as a key part of
our business.
B
Our Group operations
As an alternative asset manager, our own
operations are considerably less material than
our investment activity. However we do believe it
is important to manage the climate impacts, risks
and opportunities in our operations and we note
where we have done so throughout this Report.
Find out more about our Climate Change Policy
and see our previous TCFD reports on our
website: www.icgam.com/sustainability-esg
CLIMATE-
RELATED
FINANCIAL
DISCLOSURES
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Climate-related Financial Disclosures continued
Strategy
The actual and potential impacts of climate-
related risks and opportunities on ICG’s
businesses, strategy and financial planning.
TCFD recommended disclosures:
A
Description of the climate-related risks and
opportunities ICG has identified over the
short, medium, and long term.
B
Description of the impact of climate-related
risks and opportunities on ICG’s businesses,
strategy, and financial planning.
C
Description of the resilience of ICG’s
strategy, taking into consideration different
climate-related scenarios, including a 2°C or
lower scenario
Our commitments
Our investments
As a broadly diversified, global alternative asset manager our priority in addressing climate-related risks and
opportunities is the decarbonisation of our investment portfolios.
ICG supports the global goal of net zero greenhouse gas emissions by 2050 or sooner, in line with global efforts
to limit warming to 1.5°C above pre-industrial levels, and is a signatory to the Net Zero Asset Managers Initiative.
Investments where we have sufficient influence1 (Relevant Investments)
1.
Relevant investments include all direct investments within ICG’s Structured and Private Equity asset class and Infrastructure Equity
strategy, which currently comprise 23.2% of AUM (see page 52), where ICG has sufficient influence. Sufficient influence is defined by
SBTi as follows: at least 25% of fully diluted shares and at least a board seat.
2. All references are to ICG financial years running from 1 April to 31 March.
3.
CDP is a not-for-profit charity that runs the global disclosure system for investors, companies, cities, states and regions to manage
their environmental impacts with a dedicated, comprehensive assessment framework for climate change.
Source CDP: https://www.cdp.net/
Medium term targets:
Medium term target:
Long term goal:
Long term goal:
ICG has committed to reaching net zero GHG
emissions for Relevant Investments by 2040.
Group operations
While the Group’s own operational emissions have negligible impact and exposure to climate-related risks
compared to those of our investments, we do recognise our responsibility to ensure our own business
operations are fully accounted for.
Transparency
We believe that transparency on material sustainability-related risks and opportunities such as those posed by
climate change is important to better inform decision making of stakeholders and drive action. We expect this of
our investees and strive to be clear and transparent in our own disclosure as a firm.
ICG retained its leadership level score of ‘A-’ in the 2023 CDP3 climate change assessment (‘A-’ in 2022).
ICG has set a portfolio coverage decarbonisation
target validated by the Science Based Targets
Initiative (SBTi) to ensure 100% of Relevant
Investments have SBTi-validated science-based
targets by 2030, with an interim target of 50% by
20262.
ICG has committed to reaching net zero GHG
emissions in our operations by 2040.
ICG has set a decarbonisation target validated
by the SBTi to reduce ICG’s Scope 1 and 2 GHG
emissions by 80% by 2030 from a 2020 base
year2.
Climate-related risks and opportunities
The time horizons and materiality of the impact
of climate-related risks and opportunities on
our business may differ depending on a range
of factors, including the type of investments,
geographical and/or sectorial focus, and the
external market environment.
Generally, we look at three time horizons for
the potential impacts of climate-related risks
and opportunities: short term (0 to 5 years),
medium term (5 to 10 years) and long term
(10+ years). These are broadly related to the length
of an individual investment (short term), the length
of a fund’s life (medium term) and any time horizon
greater than 10 years (long term).
The tables on page 49 outline the relevant climate-
related risks and opportunities we have identified
within the Group’s fund management activities and
their potential impact on our business, strategic
objectives and financial planning, as well as their
link to the Group’s principal risks. Each of these
climate-related risks and opportunities may
contribute, to varying degrees, to the manifestation
of the principal risks it relates to. The Group has
implemented a range of mitigating controls for each
of these principal risks (see page 41). Further detail
on how climate-related risks are identified and
managed within our fund management activities is
provided in the Managing risk section of this Report
(see page 41).
Find out more about our Climate Change Policy
and see our previous TCFD reports on our
website: www.icgam.com/sustainability-esg
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– Increased cost of compliance for funds
– Increased due diligence cost
– Reduced fund performance and impact on ICG’s track record
– Loss of clients or reduced demand for our funds
– Increased operating cost
– Decreased valuation
Short to long
term depending
on sector
Short to
long term
Transition:
Policy,
regulatory
and legal
Legal, Regulatory
and Tax Risk
– Changes to climate-related regulations
– Changes to market-related regulatory mechanisms (e.g.
carbon price/tax and energy efficiency standards)
– Increased litigation related to response, or lack thereof,
to climate change
– Lower fund performance and impact on track record
– Lower asset valuations impacting the Group’s balance
sheet and fund investments
– Negative stakeholder perception and impact on ICG’s
brand and positioning
– Loss of clients or reduced demand for our funds
– Increased operating cost
– Decreased revenue
– Decreased valuation
Short to long
term depending
on sector
Short to
long term
Transition:
Market,
technology
and reputation
External
Environment Risk
– Climate change affecting demand for products
and/or services of the Group as well as of current
or potential investments
– Volatility of input prices and resources or supply chain
shocks (e.g. food, energy, etc) as a result of climate
change
– Substitution of existing products and services with
lower emissions options impacting the competitiveness
of current and potential investments in certain sectors
– Stigmatisation of specific industries, impacting existing
investment exposure
– Greenwashing or perception of not adequately
responding to climate challenges
– Perceived neglect of fiduciary duties
– Lower fund performance and impact on track record
– Lower asset valuations impacting the Group’s balance
sheet and fund investments
– Increased CAPEX and adaptation or resilience
building related cost
– Increased insurance cost
– Increased costs related to damage and disruptions
– Decreased valuation
Medium to long
term depending
on geography
and operating
model
Long term
Physical:
Acute and
chronic
Fund
Performance Risk
– Impact on critical physical operations or supply chains
from extreme weather events, shift in climate patterns
such as temperature or precipitation
– Increased Group revenues in line with growing demand
– Growth in AUM through retention of current and attraction
of new clients
– Higher fund performance and enhanced track record
– Higher asset valuations impacting the Group’s balance
sheet and fund investments
– Increased revenue
– Increased valuation
Short to
medium term
Short to
medium
term
Transition
& Physical:
Products
and services
Fund
Performance Risk
– Evolving existing or developing new solutions that
support the transition to low-carbon economy
(e.g. energy efficiency, renewable energy, etc),
and/or climate adaption and/or resilience building
– Growth in AUM through retention of current and attraction
of new clients
– Enhanced brand and competitive reputation of Group and
investments
– Higher fund performance and enhanced track record
– Higher asset valuations impacting the Group’s balance
sheet and fund investments
– Increased revenue
– Increased valuation
Short to
medium term
Short to
medium
term
Transition:
Market and
reputation
Fund
Performance Risk
Balance Sheet
Risk
– Evolving value/investment proposition to address
client preferences
– Climate-linked financing reducing the cost of capital
at deal, fund and Group levels
Climate-related Financial Disclosures continued
Strategy continued
Description
Potential impact to investees
Time
Horizon
Link to ICG
Principal Risks
Potential impact on ICG as an asset manager
Time
Horizon
Climate-related risks
Climate-related opportunities
5
3
2
1
3
2
3
3
2
2
Fund
Performance Risk
Balance Sheet
Risk
Balance Sheet
Risk
Balance Sheet
Risk
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Strategy continued
Resilience of our business and strategy to
climate-related risks and opportunities
The Group business model is driven by management
fee income, paid by our clients for managing our
funds, and as such is long term and visible in nature.
The fees are predominantly charged on the basis of
invested or committed capital that is contractually
locked in for a long term and largely not based on
fund valuation. As such, any short-term increase or
decrease in the valuation of individual investments or
funds (including as a result of climate-related factors)
would not immediately impact the Group’s financial
position. However, the impact of climate change on
portfolio companies or real assets may impact the
valuation of those investments in the short term, and
the performance of funds in the medium term. Fund
underperformance or a failure to develop funds that
address our clients’ preferences in respect of climate
change is a potential medium-to-long-term risk to
the Group.
The decarbonisation of our investment portfolios has
an important role in building the long-term resilience
of our business strategy, and responsiveness of
funds to climate-related risks and opportunities.
This is exhibited in the investment decisions and
management of portfolios to deliver returns for
our clients, and in the launch of new products.
We also recognise that climate change and nature are
inextricably linked and mutually reinforcing. As the
effect of climate change on nature and biodiversity
worsens the capacity for nature to act as a sink for
carbon emissions or to help regulate the climate and
global temperatures is declining; and vice versa. As
such we have begun the process of incorporating
nature and biodiversity into our approach to
assessing sustainability factors throughout the
investment cycle. We anticipate future climate-related
financial disclosures will be increasingly linked to
nature and biodiversity-related disclosures.
Addressing climate-related risks
and opportunities throughout the
investment life cycle
We take a selective and thoughtful approach
to making investments, with due consideration
of relevant climate-related risks and opportunities.
The overarching charters governing climate-related
risks within our fund management activities are the
Responsible Investing Policy and the Climate
Change Policy, which cover all investments.
The Climate Change Policy contains an exclusion
list and, furthermore, requires consideration of
the implications of climate-related risks and
opportunities in our investment due diligence,
portfolio management, valuation, and decision-
making processes.
ICG’s Exclusion List prohibits direct investments
in certain coal, oil and gas activities which generally
limits the exposure of our portfolios to investments
with higher probability of becoming stranded assets
in the medium to long term.
In addition, climate risk exposure assessment is a
mandatory step in the evaluation of new investment
opportunities across the vast majority of ICG’s funds
in their investing period, with findings presented to
Investment Committees for consideration in making
investment decisions. Investment opportunities with
potentially heightened climate risk exposure are
discussed with the ICG Sustainability & ESG team and
expert advisers, where appropriate. In the last three
years, since the climate risk exposure assessment was
introduced, we declined 116 investment opportunities
where climate-related risk was a contributing factor
to the investment decision4.
Exposure of portfolios to climate-related risks
Before making a direct investment, ICG employs a proprietary climate risk exposure assessment. The
methodology for the assessment is tailored to the nature of the investments, i.e. in a company versus in real
estate. This methodology was developed in partnership with third-party subject matter experts and utilises
established external and ICG proprietary data sources to support the assessment of both physical and
transition climate-related risks.
For companies, each investment opportunity receives an overall climate risk exposure rating on a 4-grade scale
from Low to Very High. The rating combines exposure to transition risk (sector and value chain) and physical
risk, taking into account the countries of company headquarters and key operational assets.
The assessment has inherent limitations. It only considers a limited number of predefined inherent attributes
about a company (as described above), does not take into account any mitigation, control or adaptation
measures put in place, and does not measure the likely financial impact on a given company.
These exposure ratings provide, in our view, a useful indication of the resilience of our funds’ portfolios
to climate-related risks. As at 31 December 2023, 91.6% of assessed portfolios (see page 51) received a
climate risk exposure rating of Low or Medium, therefore having limited exposure to potentially heightened
climate-related risks (as at 31 December 2022: 85.0%). Only 1.8% of assessed portfolios received Very High
climate risk exposure rating, which we consider as potentially heightened climate-related risk (as at
31 December 2022: 3.3%).
For further details including our complete
Exclusion List, see our Climate Change Policy
on icgam.com
Distribution of climate risk ratings for total assessed ICG portfolios
As at 31 December 2023
As at 31 December 2022
XX%
Low Medium High Very high
60.8%
30.9%
6.6%
1.8%
53.9%
31.2%
11.6%
3.3%
4. This is tracked since February 2021 when ICG's Enhanced Exclusion List was introduced.
Climate-related Financial Disclosures continued
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The proportion of investments with potentially heightened exposure to climate-related risks by asset class is
presented in the table above. Overall, we continue to see a low exposure across all assessed portfolios
managed by ICG. For investments with potentially heightened exposure to climate-related risks, we conduct
additional analysis, where feasible, to better understand the specific exposure of the business and the current
approach taken by the company and/or its fiscal sponsor to address any such exposure.
For real estate investments, a comprehensive climate risk assessment9 was introduced in January 2023.
The transition risk assessment considers assets’ sustainability credentials versus regulatory and market
benchmarks over different time horizons (such as Green Buildings Certifications, energy efficiency, use of on or
off-site renewable energy). This risk may be reduced by planned interventions included in the business plan for
the asset. For assessments performed since launch in January 2023, 18.4% of assets received an Amber rating
for the medium term (5-10 years), reducing to 13.2% when interventions were considered. Two assets received
a Red rating for inherent risk in the long term (10+ years), both reduced to Green post-interventions as a result
of commitments (either through ICG funded capex or tenant obligation) to improve the energy performance of
the buildings as required.
For physical risk, a site-specific hazard exposure assessment is conducted by an external third party across
multiple potential hazards, using the IPCC RCP 8.5 scenario. Based on assessments performed since launch in
January 2023, the most common exposure identified is flood risk, with limited exposure across other hazard
types. Where elevated risk is identified, mitigation and resilience measures are considered, alongside any
additional measures that may be required to reduce this risk to an acceptable level.
5.
Portfolio composition as at 31 December in each respective year.
6. Excludes ICG Enterprise Trust and LP Secondaries – assessed portfolios in 2023 represent 94% of AUM in this asset class as at
31 December 2023 (2022: 93%, 2021: 93%).
7.
Excludes Alternative Credit and investments in third-party CLOs. Assessed portfolios in 2023 represent 92% of AUM in this asset
class as at 31 December 2023 (2022: 87%, 2021: 91%).
8. 2023 figures based on unrealised value, whereas 2022 and 2021 are based on invested cost. Liquid Credit figures which are based
on Market Value of investments for all years. All figures as at 31 December in the respective year; if not available as at that date we
have used the latest available validated figures at the time of conducting the assessment.
9. Each potential investments receives a separate RAG rating for transition risk and physical climate-related risks. Red (R) indicates
higher risk level, Amber (A) indicates medium level of risk, and green (G) indicates lower risk level.
Approach to scenario analysis
In 2020, we began conducting a formal assessment of
the exposure to climate-related risks across our
portfolios utilising ICG’s proprietary climate risk
assessment methodology, with some element of
scenario analysis for investments with potentially
heightened climate-related risk exposure. Since then
we have confirmed the limited exposure to potentially
heightened climate-related risks across our portfolios
and as a result have adapted our approach.
Transition risks
Given the wide manifestation of transition risks and
the direct and indirect implications on the economy at
large, in 2023 we decided to strengthen our
assessment capabilities by incorporating sector-
based transition risk scenario analysis as part of the
climate risk assessment conducted as standard for all
new investment opportunities in companies. This
scenario analysis incorporates metrics from three of
the transition scenarios provided by the Network for
Greening the Financial System (NGFS):
– Current Policies (base case) – this scenario
assumes that only currently implemented policies
are preserved, resulting in emissions growth until
2080, which leads to about 3°C of warming and
severe physical risks.
– Below 2°C – this scenario gradually increases the
stringency of climate policies, giving a 67% chance
of limiting global warming to below 2°C by the
end of the century. Under this scenario net zero
emissions are achieved after 2070. Physical and
transition risks are both relatively low.
– Delayed Transition – this scenario assumes new
climate policies are not introduced until 2030 and
the level of action differs across countries and
regions based on currently implemented policies.
As a result, emissions exceed the carbon budget
temporarily and decline more rapidly after 2030 to
ensure a 67% chance of limiting global warming to
below 2°C by the end of the century. This leads to
both higher transition and physical risks than the
Below 2°C scenario.
Exposure of assessed portfolios to potentially heightened climate-related risks
by asset class5
For further details on our progress against our
portfolio coverage SBT, see our Sustainability
and People Report 2023/2024
Read the full description of the scenarios
on the NGFS website:
www. ngfs.net/ngfs-scenarios-portal/explore
Structured and
Private Equity6
Private Debt
Infrastructure Equity
Credit7
Year
2023
2022
2021
2023
2022
2021
2023
2022
2021
2023
2022
2021
% of portfolio (by unrealised value)
exposed to potentially heightened
climate-related risks8
2.2%
2.1%
3.4%
0.2%
0.3%
—%
—%
—%
—%
3.0%
7.8%
6.4%
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Physical risks
In contrast to transition risks, physical risks are to a greater degree location and operating model specific.
Therefore, we conduct physical risk scenario analysis, on a case by case basis, for investment opportunities
where we have sufficient influence and which we have identified as having potentially heightened exposure
either in the direct operations or in the supply chain of companies. Such analysis is typically conducted as part
of the ESG due diligence we commission by external advisors and uses the following two Representative
Concentration Pathways (RCPs) adopted by the Intergovernmental Panel on Climate Change (IPCC):
– RCP4.5, described by the IPCC as a moderate scenario in which emissions peak around 2040 and then
decline. This scenario assumes future implementation of emissions management and mitigation policies; and
– RCP8.5, is the highest baseline emissions scenario, in which emissions continue to rise throughout the twenty-
first century, such that the most adverse effects of physical climate change manifest.
Starting in January 2023, for all potential real estate investment opportunities, a site-specific climate hazard
exposure assessment is conducted by an external third party across multiple potential hazards, using the IPCC
RCP 8.5 scenario.
Our approach to scenario analysis will evolve over time to further incorporate expectations of clients,
regulators and best practice in the industry, with the aim to provide decision-useful and actionable insight for
building resilience to climate-related risks of our portfolios.
Decarbonising our investment portfolios
ICG’s top priority remains the decarbonisation of our
investment portfolios, wherever possible, through our
investment decision making and engagement.
Our ability to affect decarbonisation outcomes is
largely dependent on the level of influence we have
and given the breadth of investment strategies we
manage this can vary significantly across and within
investment strategies.
1. Direct investments in companies where ICG
has sufficient influence (Relevant Investments)
Key information
23.2%*
of AUM, as at 31 March 2024
*Includes AUM in strategies which may make Relevant Investments:
European Corporate, APAC Corporate, and Infrastructure Equity.
Key Investment Strategies:
– European and APAC Corporate
– Infrastructure Equity
ICG has committed to reach net zero GHG emissions
by 2040 for Relevant Investments, i.e. those direct
investments where ICG has sufficient influence,
defined by SBTi as at least 25% of fully diluted shares
and a board seat. In support of this commitment, we
have set a portfolio coverage science-based target
(‘SBT’) approved and validated by the SBTi:
– 100% of Relevant Investments (by invested capital)
to have SBTi-validated science-based targets by
2030, with an interim target of 50% by 202611.
11. All references are to ICG financial years running from
1 April to 31 March.
12. These are Europe Corporate, Asia Pacific Corporate, Europe
Mid-Market, Infrastructure Equity, and certain seed assets that
qualify as Relevant Investments.
13. Measurement in line with the SBTi guidance for the private
equity sector. A Relevant Investment is only counted in if it has
been a Relevant Investment for at least 24 months or has set
an SBT already. Note that the SBTi currently does not validate
SBTs for educational institutions, so three Relevant Investments
in this sector have been excluded from our update.
14. As per the applicable SBTi requirements for target setting and
validation.
To date, most portfolio companies that qualify as
Relevant Investments are in the early stages of their
decarbonisation journeys at the time of ICG’s
investment. Indeed, no Relevant Investments have had a
pre-existing science-based target (either validated by
the SBTi or in the process of being validated) at the
point of our initial investment. Hence, we have created
an onboarding and engagement programme to support
portfolio companies with every stage of decarbonising
in line with the Goals of the Paris Agreement and
addressing climate-related risks and opportunities.
Example measures include:
– Assigning senior-level responsibility for climate-
related matters;
– Sharing the results of our company-specific climate risk
assessment, including scenario analysis, as relevant;
– Supporting a carbon footprint assessment of the
business in line with the GHG Protocol and the
development of Board-level approved climate action
and decarbonisation plans with appropriate allocation
of resources;
– Establishing company-specific decarbonisation KPIs
and targets, in line with the requirements of SBTi; and
– Monitoring progress annually on the implementation of
emission reductions initiatives to deliver on set plans
and targets.
Distribution of climate risk exposure ratings (‘Below 2°C’ and ‘Delayed Transition’)*
Below 2°C
Since being introduced at the start of 2023, investment teams have utilised this more nuanced assessment
capability for over 550 investments in companies; resulting in a climate risk exposure rating under each of
the ‘Below 2°C’ and the ‘Delayed Transition’ scenarios. The graphs below outline the distribution of climate
risk exposure ratings for these investments under each of the two scenarios. Overall the exposure to
potentially heightened climate-related risk is limited under both scenarios and almost negligible under
‘Delayed Transition’ scenario.
Low Medium High Very high
65.8%
19.9%
8.1%
6.2%
72.2%
20.6%
6.5%
0.7%
*As at 31 December 2023 based on unrealised value for all investments except for syndicated loans and high yield bonds which
are based on Market Value.
Delayed Transition
Key developments
As at 31 March 2024:,
Engaged all 34 Relevant Investments across
five investment strategies12, representing nearly
$10.6bn of invested capital.
64% of Relevant Investments (by invested
capital) have set SBTi-validated targets or
submitted for validation13- achieving our interim
target of 50% two years earlier.
These targets in aggregate seek to manage over
3 million tCO2e in line with climate science14.
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15. European Commission, February 2020.
16. Carbon Risk Real Estate Monitor (CRREM) – available at
Publications – CRREM Project.
2. Other direct investments in companies (not
Relevant Investments) as well as primary
and secondary commitments to PE Funds
Key information
68.3%
of AUM, as at 31 March 2024
Key Investment Strategies:
– Senior Debt Partners
– North America Private Debt
– Strategic Equity
– ICG Enterprise Trust
– Liquid Credit
– CLOs
For other investments where we have limited or no
influence, ICG looks to engage on decarbonisation,
insofar as feasible, with management of portfolio
companies, and/or the controlling private equity
sponsor. Our engagement focuses on understanding
current practices and encouraging improvement,
where possible.
As comprehensive sustainability disclosures,
including GHG emissions, are still nascent among
private companies, our key focus of engagement in
many cases has been on improving transparency on
sustainability matters, including disclosure of
performance and GHG emissions. Improved coverage
and quality of data is critical to understanding the
carbon footprint of our portfolios and the financed
emissions attributable to ICG and its funds. See ‘The
climate data challenge’ for further details on what we
seek to do about it.
Beyond data quality and availability challenges, for
many of the investment strategies in this category,
there are no industry-established frameworks to
measure alignment of underlying portfolios with a
1.5°C pathway.
3. Real estate investments
Key information
8.5%
of AUM, as at 31 March 2024
Key Investment Strategies:
– European Real Estate Debt
– Strategic Real Estate
Buildings account for 40% of energy consumption
and 36% of CO2 emissions in the EU15. As a result,
there is a growing regulatory focus and increasing
ambition for emissions reduction across the built
environment. ICG employs different tools to drive
decarbonisation across the real estate portfolio,
depending on the investment strategy.
The latest ICG’s European Real Estate Debt fund has a
loan framework designed to incentivise sponsors to
decarbonise assets, via issuance of green loans and/
or sustainability-linked financing. As at 31 March
2024, nine loans have been issued under the fund’s
Green Loan Framework.
ICG’s Strategic Real Estate (SRE) funds have a
proportion of capital allocated towards making
sustainability improvements across the portfolio
(‘Sustainable Capital Allocation’). During the year
ended 31 March 2024, an expert advisor was
appointed to perform a review of the SRE portfolio
against the CRREM16 pathways, which are the
established 1.5°C pathways to measure alignment
for real estate properties. Outputs of the review will
inform prioritisation for use of available SCA funds.
To enable decarbonisation at scale and greater
transparency in private markets, we also need
reliable GHG emissions data and industry-
established tools and frameworks to measure
attainment of decarbonisation progress across asset
classes – both areas have seen some improvement in
2023 but require expanded focus and attention by
the industry at large.
GHG emissions data
We have continued to expand measurement of
financed emissions in line with the Partnership for
Carbon Accounting Financials (PCAF) Standard, and
inclusion of such data in sustainability reporting to
clients a number of active funds managed by ICG.
Disclosure of GHG data by private companies and
for real estate property is still nascent, so for any
gaps in actual data we utilise proxy data modelled
by reputable external data providers. This year,
we assessed and reported fund-level financed
emissions, alongside other portfolio metrics
recommended by the TCFD, such as weighted
average carbon intensity and portfolio carbon
footprint, for funds representing 44.2% of total
AUM. The vast majority of the underlying emissions
data was based on proxy estimates and excluded
Scope 3 emissions, due to a lack of reliable data
reported by investees. In ICG’s view, the
aggregation of such data into Group-wide
portfolio climate metrics would be misleading.
We recognise the importance of this data to
our shareholders, clients and other stakeholders,
so we will continue exploring ways to improve
the coverage and quality of climate data for our
portfolios. As more reliable data becomes available
for private companies and real estate, we will review
on an annual basis our approach to disclosing such
data in aggregated form in this Report.
The climate data challenge
With 47.2% of our AUM as at 31 March 2024 in
private debt and credit funds, ICG recognises
the importance of continuing to encourage
measurement and reporting of GHG emissions to
use as lenders. In addition to direct engagement
with companies, we worked with peers in the
Initiative Climat International (iCI) Private Credit
Working Group, which ICG co-chairs, to publish
a concise guide for companies offering practical
guidance on the foundational steps to measure
and report on GHG emissions.
Tools and frameworks to measure attainment
of decarbonisation progress across asset
classes
For many alternative asset classes, beyond buyout
and growth PE and real estate equity, there has been
very limited guidance on measuring alignment of
given portfolios with 1.5°C pathways (in line with the
Paris Agreement). That is why, over the course of
2023, ICG joined forces with over 200 GPs and
40 LPs active in private markets to determine a
common language for asset managers to describe
where their portfolios are on their decarbonisation
journey and proportion that is managed in alignment
with a 1.5°C pathway. The result was the publication
of the Private Markets Decarbonisation Roadmap
(PMDR). Through its Alignment Scale, the PMDR
proposes an industry-consistent approach and
criteria to classify portfolio companies along the
decarbonisation trajectory, with the intent to
incentivise real action across and within assess
classes. ICG has begun incorporating the PMDR
Alignment Scale in its pre-investment assessment
and post-investment monitoring tools, and will
utilise it in its disclosures going forward.
To see the guide and further details on the
PMDR please visit the UN PRI website
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Developing our investment strategies
We future-proof our business in part by evolving our
existing investment strategies and developing new
ones. This enables us to better serve the needs of
our clients and to capitalise on a wider range of
investment opportunities.
An enhanced focus on sustainability can be a source
of competitive advantage. We seek to integrate
sustainability considerations, including those related
to climate change mitigation and adaptation, into the
design of new investment strategies or funds where
we have influence to drive better outcomes. For new
strategies or funds where we have sufficient
influence, we also seek to consider science-based
decarbonisation targets that support the goals of
the Paris Agreement and/or align the sustainability
priorities and practices with specific UN Sustainable
Development Goals (SDGs).
We also seek opportunities, including those
presented by the transition to a low-carbon economy
which fit ICG’s investment approach and ability to
invest across the capital structure. For example,
investments in real assets, such as commercial real
estate, housing developments, renewable energy and
other infrastructure delivering core services, can play
an important role in supporting global economic
growth, enhancing social cohesion, and delivering
the transition to a low-carbon economy. To capitalise
on this growing investment opportunity, ICG has
launched a number of strategies investing in
infrastructure and real estate that have sustainability
frameworks designed to deliver tangible, targeted
improvements in the sustainability performance of
assets as part of their asset management plans.
Group operations
The Group procures mainly professional and business
services and does not have a complex supply chain,
does not make capital investments in research and
development, and is able to operate flexibly from a
variety of locations. From a real estate perspective,
the Group operates from leased offices, and our
employees have the ability to work remotely.
The Group has assessed the physical-climate-risk
exposure of its office locations using an established
external physical-climate-risk assessment tool.
The results indicated that none of our key offices
(London, New York, Warsaw and Paris) are likely
to be materially exposed to physical climate-related
risks in the short and medium term.
The Sustainability & ESG, Legal, Risk and Compliance,
and Operations teams work closely to ensure the
Group’s compliance with current and emerging
climate-related regulations of relevance to its
operations, including the UK Streamlined Energy
and Carbon Reporting (SECR) and Energy Savings
Opportunity Scheme (ESOS) regulations and the
EU Energy Efficiency Directive (EED).
We also seek to link our climate ambition to our
Group-level third-party financing, where possible.
We have raised a total of $1.2bn sustainability-linked
financing, including issuing a €500 million
sustainability-linked bond with adjustments to the
coupon rate linked to progress against ICG’s
approved and validated science-based targets.
Key developments
Key developments
17. These include the latest vintages of European Corporate,
Strategic Equity, Strategic Real Estate, European Real Estate
Debt, and Infrastructure Equity investment strategies.
See page 63 for ICG’s GHG emissions
statement which outlines key initiatives we
have implemented to continue to reduce our
operational carbon footprint
Fund-level sustainable financing
At a fund level, we also seek to link our climate
ambition to our third-party financing, where
possible. Since 2021, we have raised a total of
$3.2bn sustainability-linked fund-level financing
that has climate-related KPIs.
In the last three years, ICG has raised a total of
$16.4bn of capital in investment strategies17 with
explicit engagement priority or formal framework
that focuses on climate change within the
investment process.
As at 31 March 2024, such strategies targeting
sustainability improvements constitute 61% of
AUM in Real Assets, compared to 48% as at 31
March 2023, and 40% as at 31 March 2022.
Such strategies represent 32% of AUM,
as at 31 March 2024, compared to 28% a year
earlier.
As at 31 March 2024 ICG Infrastructure Equity
has invested in total of 2.7 GW of net renewable
energy generating capacity since the strategy
was launched in 2020; compared to 1.9 GW a year
earlier.
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Governance
Oversight and management of climate-related risks
and opportunities are incorporated into the Group’s
governance structure and risk management
framework (RMF).
The Board sets the Group’s strategic direction and,
when setting strategic objectives, it considers all
material factors including those relating to climate
change. As such, the Board considers climate-related
risks, as relevant as a strategic matter, when reviewing
the annual business plans over the short, medium,
and long term, for example, in annual budgets,
performance objectives and determining the risk
appetite of the Group.
The Board is engaged in the Group’s focus on
stewardship and sustainability, and regularly receives
reports on client considerations, client experience,
investment performance and sustainability matters,
including regular updates on climate-related matters.
The Board has delegated oversight of climate-related
matters, including progress towards ICG’s net zero
commitment and the implementation of ICG’s Climate
Change Policy, to the CEO, with support from the
CFO and the CPEAO. The CEO, who also serves as
Chief Investment Officer, has ultimate accountability
and oversight of investment processes of ICG’s funds
and is therefore responsible for climate-related issues
across the investment process and in our portfolios.
The diagram below provides an overview of the
Group’s governance structure for the oversight,
assessment and management of climate-related
risks and opportunities.
The chart below illustrates ICG’s emissions reduction versus its Scope 1 and 2 SBT trajectory and a 1.5°C
aligned trajectory.
Group Scope 1 and 2 (market-based) GHG emissions (tCO2e)
Key development
Progress against ICG operational
SBTi-validated target
During the reporting period 1 April 2023 to
31 March 2024, our measured Scope 1 and Scope 2
(market-based) emissions totalled 28 tCO2e, which
represents 95% reduction compared to base year.
While this means the Group has already achieved our Scope 1 and 2 science-based target (SBT), we remain
determined to sustain this performance over time as the firm continues to grow and expand its presence
globally. ICG will continue to expand the purchase of electricity from renewable sources and explore energy
efficiency measures in our operations.
1,000
2017
2018
2019
2020
2021
2022
2023
2024
2026
2028
2030
600
400
200
0
800
2029
2027
2025
On track to deliver ICG’s science-based target
of 80% reduction by 2030; this year ICG’s
Scope 1 and 2 GHG emissions were 28 tCO2e,
representing 95% reduction compared to the
2020 base year.
ICG’s governance of climate-related risks
and opportunities
TCFD recommended disclosures:
A
Description of ICG Board’s oversight of
climate-related risks and opportunities
B
Description of ICG Management’s role in
assessing and managing climate-related
risks and opportunities
Total Scope 1 and 2 GHG emissions (tCO2e) ICG SBT linear trajectory 1.5°C degree aligned trajectory
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Group’s governance structure for the oversight, assessment and management of climate-related risks and opportunities
1.
Each fund has its own Investment Committee (IC). The ICs are comprised of senior investment professionals, including
the respective fund Portfolio Manager(s).
2. The Responsible Investing Committee is made up of the Head of Investment Office, Global Head of Sustainability & ESG,
and senior investment professionals from ICG’s investment strategies.
3.
Legal, Compliance, Risk, and Internal Audit functions.
Sets direction and provides oversight
Inputs into climate strategy and reports on progress
ICG plc Board of Directors
Oversight of Group strategy and risk, receiving regular updates on sustainability, ESG and climate-related matters at a minimum twice a year
Remuneration Committee
– oversees the Directors’
Remuneration Policy and its
application to senior employees,
including the inclusions of
sustainability related KPIs,
and reviews and approves
incentive arrangements to
ensure they are commensurate
with market practice
Risk Committee
– oversees the Group’s RMF,
compliance processes and
procedures, and controls
assurance to ensure that all
risks, including ESG and climate-
related risks, are identified,
managed, and monitored and
that the Group is compliant with
all applicable legislation
Audit Committee
– oversees the Group’s financial
reporting and related elements
of its internal financial controls,
including TCFD disclosure
obligations of the Group and
other climate-related disclosure
requirements, such as the UK
Streamlined Energy and Carbon
Reporting (SECR) requirements
– receives updates from the Global
head of Sustainability & ESG
annually (at a minimum)
Investment Committees1
– responsible for ensuring that climate-related issues are appropriately considered when taking an investment
decision; and that the Sustainability & ESG team’s guidance is accounted for, where climate-related issues are
material or unclear.
Investment teams
– responsible for the day-
to-day implementation
of the Responsible
Investing Policy and
Climate Change Policy,
and the integration
of climate-related
consideration in
investment processes,
guided by the RI
Committee and the
Sustainability & ESG
team
Responsible
Investing Committee2
– promotes, supports,
and helps to integrate
responsible investing
practices across ICG’s
investment strategies
in line with ICG’s
Responsible Investing
and Climate Change
policy
Sustainability & ESG team
– provides subject-matter expertise to support
the assessment and management of climate-
related risks and opportunities across our fund
management activities, including assessment
and engagement of investees; setting strategic
objectives and targets; building capacity across
the organisation; and fostering collaboration within
the industry
– works closely with Risk Oversight and Control
functions within the Group, to ensure adequate
governance frameworks and controls are in place
to assess and manage climate-related risks
Executive Directors
– responsible for implementing the Group’s approved strategy, including driving our net zero commitment
and various climate-related programmes
– the CEO has lead responsibility for climate-related matters and reviews and guides any decisions made
regarding investment strategies, including the update and implementation of ICG’s Responsible Investing Policy
and the Climate Change Policy
– receive regular updates on sustainability, ESG and climate-related matters
Risk Oversight and Control functions3
Climate assessment and stewardship of investment portfolios
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The CFO is responsible for ensuring climate-related
risks which might impact the Group’s own operations
are understood and mitigated. The Operations and
IT teams, with support from the Sustainability & ESG
team, are responsible for assessing and managing
climate-related risks associated with Group offices,
IT infrastructure or third-party vendors. Updates
on climate-related issues are provided to the CFO,
as and when they manifest.
Training and capacity building
Ensuring that our investment teams have sufficient
knowledge to implement the Responsible Investing
Policy and Climate Change Policy is essential. ICG is
committed to providing investment teams with regular
bespoke training, comprehensive guidance and
access to online tools to ensure they can identify and
address sustainability, including climate-related, risks
and opportunities in our investment activities. The
Sustainability & ESG team also provides regular
briefings on emerging topics, regulatory
developments and industry best practice.
The processes used by ICG to identify,
assess and manage climate-related risks
TCFD recommended disclosures:
A
Description of ICG’s processes for identifying
and assessing climate-related risks.
B
Description of ICG’s processes for managing
climate-related risks.
C
Describe how processes for identifying,
assessing, and managing climate-related
risks are integrated into ICG’s overall risk
management.
Remuneration
The Company and its Board have a long-term
orientated approach to variable pay, which aligns
our Executive Directors to the interests of our
shareholders and the Group’s key priorities. As per
the Directors’ Remuneration Policy, the Group makes
a single variable pay award each year to Executive
Directors, based on a balanced scorecard of KPIs,
one of which is Culture, DEI and Sustainability.
Further details can be found on page 103.
The Group incorporates ESG assessment into
the annual performance appraisals of all portfolio
managers across the firm, including climate-related
components, where applicable to the investment
strategy. The aim of this practice is to reinforce
alignment and accountability at the right levels of the
organisation and ensure we comply with a continued
increase in relevant regulatory requirements. It also
positions portfolio managers to lead by example,
ensuring sustainability and climate-related factors
are being appropriately and consistently considered
in their teams’ approaches to investment.
Group Risk Management Framework
Risk management is embedded across the Group
through a dedicated RMF, which ensures that current
and emerging risks are identified, assessed,
monitored, mitigated, and appropriately governed
based on a common risk taxonomy and methodology.
This is done within the risk appetite set by the Board,
i.e. the nature and extent of the risks it is willing to take
in achieving the Group’s strategic objectives.
The Group RMF is consistent with the principles
of the ‘three lines of defence’ model. This ensures
clarity over responsibility for risk management and
segregation of duties between those who take on risk
and manage risk, those who oversee risk and those
who provide assurance; and this approach is applied
to climate-related risks and opportunities.
The Group adopts both a top-down and a bottom-up
approach to risk assessment.
At a Group level, climate-related risk is considered
broadly and has been incorporated into our
Group-wide RMF as a cross-cutting risk. This means
that we recognise the potential impact climate-related
issues may have on other material risks within our
RMF, namely the Group principal risks18 (see page 41).
In line with the recommendations of TCFD and
regulatory guidance, the Group considers the
financial and non-financial risks arising from physical
climate risk (risks related to the physical impacts of
climate change) and transition climate risk (risks
related to the transition to a low-carbon economy).
Of the Group’s eight principal risks, we have
assessed the following as currently most likely to
be impacted by climate-related matters, to varying
degrees, as follows:
Risk Management
Key development
18. The Group defines principal risks as those that would
threaten the Group’s business model, future performance,
solvency, or liquidity.
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ICG further developed its training programme
so it can be delivered to the whole business.
Mandatory training for all employees was
rolled out to incorporate core understanding of
Responsible Investing, Sustainability and ESG at
ICG. The training also delves into greater detail
on specific themes, such as climate-related
risks and opportunities. This mandatory training
is supplemented by more advanced specific
knowledge-building for relevant professionals
such as investment teams in key topics that relate
to their role.
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Reputational risk, while not a principal risk, is also
an important consideration for the Board and the
Executive Directors, in setting and implementing
the Group’s strategic objectives. Therefore we
recognise the potential impact to the Group if
it is not seen by stakeholders to be adequately
supporting the transition to a low-carbon economy,
addressing clients’ requirements on climate change,
and demonstrating progress towards our
commitment (see page 103).
In addition to the top-down risk assessment, the
business undertakes a bottom-up review which
involves a comprehensive risk assessment process
designed to facilitate the identification and
assessment of key risks and controls related to each
business function’s most important objectives and
processes. This is primarily achieved through the
risk and control self-assessment process (RCSA).
Incorporating climate considerations
into fund management
We recognise that climate change may have a material
impact on investment performance and returns
over the short, medium and long term. As described
above, we therefore have processes and procedures
in place to account for climate-related risks and
opportunities in the design of new products,
the execution of our investment practices and
processes and the focused engagement with and
stewardship over investments. The ICG Climate
Change Policy — covering 100% of ICG’s AUM —
requires us to consider the implications of climate-
related risks and opportunities in our investment
research, valuation, and decision-making processes.
Group balance sheet investments
The Group’s exposure to climate risk arising from its
balance sheet investment portfolio (seed assets) is
managed in line with our standard fund management
activities, as outlined on page 59.
Key developments
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The Group completed a review of the
Sustainability & ESG team through the Group’s
RCSA process and documented the key risks and
controls the team is responsible for, including
those related to climate.
In addition, we also initiated a review to ensure
that sustainability and climate-related risks are
also incorporated, as relevant, in the RCSAs of
other functions across the Group. The initial stage
of this review is expected to be completed in the
coming year and will be updated as needed going
forward.
– Implementation of Climate Change Policy
– Screening and due diligence processes for new
investment opportunities
– Portfolio monitoring and stewardship (see table
on page 59)
– The Group’s New Product Approval process
requires sustainability considerations, including
climate-related risks and opportunities, to be
integrated into the design of new strategies or
funds where we have influence to drive better
sustainability outcomes
Climate-related conditions and/or events
outside the Group’s control, such as rapid
shifts in climate policy and/or clients’
climate requirements, volatility in energy
markets, and/or increased frequency and
severity of extreme weather events; may
adversely affect our business, including by
reducing the value or performance of the
investments made by our funds, making it
more difficult to find opportunities for our
funds to exit and realise value from existing
investments and to find suitable
investments for our funds to effectively
deploy capital.
External
Environment Risk
Principal risk
Potential impact
Process for risk identification and management
6
5
3
2
1
Further details of the Group’s RMF, including the
processes used to determine which risks could
have a material financial impact on the Group,
are set out on page 40
For further details including our complete
Exclusion List, see our Climate Change Policy
on icgam.com
Climate-related issues (as described
above) may affect the performance of our
funds, and therefore make it more
challenging to raise capital or new funds
and affect our reputation, thereby
impacting the Group’s ability to grow and
compete effectively.
Fund Performance
Risk
Climate-related risks will increasingly be
incorporated into risk assessments and
asset valuations, which could have a
material impact on the attractiveness
of existing and potential investments
impacting the Group’s balance sheet
and fund investments.
Balance Sheet Risk
– Global regulatory horizon scanning, including
current and emerging sustainability and climate-
related regulations
– Participation in industry working groups focused
on effective implementation of sustainability-
related regulations
– Sustainability regulatory task-force within the
Group comprising Legal, Sustainability & ESG,
Risk and Compliance functions; monitoring the
implementation of new regulatory requirements
across the Group
Increasing legal and regulatory
requirements in relation to climate-related
issues may result in increasing regulatory
enforcement or litigation risk for the Group
and its fund management entities and
potential reputational damage due to
instances of non-compliance with current
or emerging climate-related regulations or
market/client expectations, and ensuring
that (where relevant) such requirements
are embedded in our processes,
procedures, controls and disclosures.
Legal, Regulatory and
Tax Risk
– Implementation of Climate Change Policy
– Implementation of the Group’s Sustainable fit-out
guide to our offices
– Implementation of the Supplier Code of Conduct
– Supplier assessment questionnaire rolled out
during the year to better assess sustainability-
related risks, including arising from or related to
climate change
Potential operational disruption caused by
climate-related issues. primarily physical
risk, including within the Group’s key
third-party providers.
Operational Resilience
Risk
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Exclusion List screening
For any direct investment, investment teams screen
against ICG’s Exclusion List which, among other
activities, prohibits us from knowingly making direct
investments in certain coal, oil and gas activities, to
avoid exposure of our funds to investments that are
inherently prone to having the most significant
adverse environmental and/or social impacts which
could impact their performance in the short, medium
and/or long term.
For indirect investments, where feasible, ICG seeks to
ensure that the Exclusion List is implemented subject
to a materiality threshold.
Climate risk assessment
For each potential investment opportunity, we use a
climate risk exposure assessment tool and
methodology bespoke to the nature of the investment
(in a company or real asset) to help us identify and
assess whether there are any material climate-related
risk exposures associated with an investment. As
standard, these tools utilise established external and
ICG proprietary sources of data to support the
assessment of both physical climate risks and
transitional climate risks. A climate risk scorecard is
produced and additional analysis must be completed
for investment opportunities identified as having a
potentially heightened exposure to climate-related
risks. In situations where we have sufficient influence,
external ESG due diligence, including a specific
analysis of climate-related risks and opportunities, is
conducted as standard. The findings of the climate
risk assessment are consolidated and included as
standard in the investment proposal to the respective
IC for most strategies. Where material climate-related
issues are identified, the IC may decide not to
proceed; may request further action is taken to
ensure these issues are properly investigated; or may
require further actions to be taken following the
closing of an investment.
19.
Applicable to direct investments by ICG Enterprise Trust.
20. Harmonised and formalised across all real estate investments since January 2023.
21.
For certain investments in the European Real Estate Debt strategy as part of the strategy’s Green Loan Framework.
22. Typically focused on improved disclosures on climate risk and GHG emissions by investee companies.
23. For investments where we have sufficient influence.
24. The Inevitable Policy Response (IPR) is a climate transition forecasting consortium commissioned by the PRI which aims to prepare
institutional investors for the portfolio risks and opportunities associated with an acceleration of policy responses to climate
change. https://www.unpri.org/sustainability-issues/climate-change/inevitable-policy-response
Monitoring
Following an investment, material climate-related risks
and opportunities are monitored and reviewed as a
standard part of the portfolio monitoring process.
Depending on the nature of the issue and the level of
influence, ICG may seek to better understand how
these issues are managed either through ongoing
dialogue or through our annual sustainability surveys.
Climate change is an integral part of our annual
sustainability surveys which monitor governance and
management of climate change, as well as
performance and decarbonisation plans. We publish
summary results of our sustainability surveys in our
annual Sustainability and People report.
Key developments
Identifying, assessing and managing climate-related risks
Our approach and processes for identifying, assessing, prioritising, and managing climate-related risks for
active funds are summarised by key strategy in the table below:
Asset class
Structured and Private
Equity
Private Debt
Real Assets
Credit
Key strategy
European
and
Asia
Pacific
Corporate
Strategic
Equity
ICG
Enterprise
Trust / LP
Second-
aries
Senior
Debt
Partners
North
America
Capital
Partners
Real
Estate
Debt
Real
Estate
Equity
Infra-
structure
Equity
Liquid
Credit
CLOs
Pre investment
Exclusion List screening
Bespoke climate risk
assessment
Additional due diligence
for deals with potentially
heighten climate risk
exposure
Climate risk assessment
findings included in
IC memos
19
20
20
Post investment
Ongoing portfolio
monitoring process
(including through annual
surveys, where relevant)
Engagement on
climate-related matters
21
22
Investment-specific
climate-related targets
and KPIs23
21
See more details on our approach
and process on pages 50
Risk Management continued
Climate-related Financial Disclosures continued
ICG undertook a review of its climate risk
assessment methodology for investments in
companies to ensure it is still fit for purpose and
in line with market practice. As a result, a number
of enhancements were identified and will be
implemented in the coming year:
1.
Expanded the assessment of exposure
to both physical and transition risks to
incorporate characteristics related to the
company’s specific operating model and
value chain.
2. Streamlined and updated the external data
sources to ensure we utilise most relevant
and up-to-date data for investors. One such
notable enhancement is the incorporation
of the Inevitable Policy Response (IPR)24
Forecast Policy Scenario (2023) into the
transition risk assessment component, which
also provides an indication of the implied
carbon price for a wide range of jurisdictions
on a consistent basis.
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Group operations – identifying and
managing climate-related risks
Transition risks
Enhanced GHG emissions reporting and climate-
related compliance requirements have been
identified as a potential climate-related risk to the
Group operations. The Sustainability & ESG, Legal,
Risk and Compliance and Operations and IT teams
work closely to ensure the identification of relevant
emerging regulatory requirements and the Group’s
compliance with climate-related regulation of
relevance to its operations, including the UK SECR
and ESOS, and the EU EED.
Physical risks
Following our established RMF and associated
procedures, we consider that the Group’s direct
operations are not materially exposed to physical
climate risks because, among other factors, the Group
does not have a complex supply chain, does not make
capital investments in research and development, and
is able to operate flexibly from a variety of locations.
100% of our IT infrastructure systems and data
resides in the cloud and the Group leverages cloud
services from multiple providers, further reducing
concentration risk. From a real estate perspective,
the Group operates from leased offices and our
employees have the ability to work remotely. In the
year ended 31 March 2023, the Group assessed the
physical climate risk exposure of its office locations
using an established external physical climate risk
assessment tool. The results indicated that none
of our key offices (London, New York, Warsaw and
Paris) are likely to be materially exposed to physical
climate risks.
Metrics & Targets
The metrics and targets used by ICG to assess
and manage relevant climate-related risks and
opportunities
TCFD recommended disclosures:
A
Metrics used by ICG to assess climate-
related risks and opportunities in line with
its strategy and risk management process.
B
Scope 1, Scope 2, and, if appropriate,
Scope 3 GHG emissions, and the related risks.
C
Description of the targets used by
ICG to manage climate-related risks
and opportunities and performance
against targets.
The Group uses a variety of metrics and tools to
assess climate-related risks and opportunities in line
with its business strategy, net zero approach and risk
management processes.
While a source of important insight, some of these
metrics and tools have inherent limitations (e.g. scope
of coverage, availability and/or quality of data as well
as the uncertainty associated with some of the
underlying assumptions). We utilise internal data and
proprietary tools and methodologies, as well as
external data sources and providers, to produce
these climate metrics.
As the vast majority of emissions data that ICG has
today is based on proxy estimates and excluded
Scope 3 emissions, in ICG’s view, the aggregation of
such data into Group-wide portfolio climate metrics
would be misleading. As indicated below, in relation
to financed emissions, and other portfolio climate
metrics recommended by TCFD, given the significant
gaps in available measured emissions data in private
markets, ICG’s current focus is on improving the
coverage and quality of such data (see page 53),
which will enable us to establish a credible baseline
for these metrics across our portfolios.
Key development
Risk Management continued
Climate-related Financial Disclosures continued
We enhanced our assessment of suppliers
to include a wider range of sustainability
considerations, including exposure to and
capabilities to manage climate-related risks
and opportunities, where relevant. This will
be rolled out to all new and existing material
suppliers going forward.
We will continue to monitor changes in the
exposure to physical and transition climate
risks of our direct operations and address any
identified risks, as needed.
Read more in our Sustainability and People
Report 2023/2024
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Metrics & Targets continued
Measures the amount of third-party financing with built in climate-metrics
that may adjust the margin or coupon of the facility. Expressed as an
aggregate absolute amounts in GBP for the Group and USD for fund
related third-party financing.
The Group seeks to link its climate ambition to third-party financing,
where possible
Group and Fund related
third-party financing
Transition
& Physical
Sustainability-
linked financing
Amount of ESG or
Sustainability financing,
with climate-related
metrics
Climate Metrics
Target and/or current activity25
Scope
Climate risk
Use and measurement
Group
Investments
54
Ref
Measures the exposure of portfolios to potentially heightened
climate risk based on the Group’s proprietary climate risk exposure
assessment methodology, expressed as % of portfolio by unrealised
value of investments.
Conduct annually a Group-wide top-down portfolio assessment
with a view to inform ICG’s sustainability and climate-specific
objectives and priorities.
Investments across our
Structured and Private Equity,
Private Debt and Credit asset
classes, and Infrastructure
Equity strategy.
Transition
& Physical
Proportion of
investments in
companies with
potentially heightened
climate risk exposure
50
Assess the exposure of certain portfolios to heightened climate
risk sectors26, expressed as % of portfolio by
Conduct annually a Group-wide top-down portfolio assessment
with a view to inform ICG’s sustainability and climate-specific
objectives and priorities.
Investments across our
Structured and Private Equity,
Private Debt, Real Assets and
Credit asset classes.
Transition
Proportion of
investments in companies
with heightened climate
risk sector exposure
50
Assesses the absolute GHG emissions associated with and attributable
to a portfolio of investments, expressed in tCO2e (financed emissions);
and the financed emissions per unit of invested capital, expressed in
tCO2e per million invested in fund currency. Monitored internally and
reported to investors in certain active funds at least annually.
Given the significant gaps in available measured emissions data in
private markets, especially on Scope 3 GHG emissions, ICG’s focus
is on improving the data coverage and quality so we can establish
a credible baseline for this metric across its portfolios.
Active funds27 making direct
investments across our
Structured and Private
Equity, Private Debt, Real
Assets, and Credit asset
classes.
Transition
Financed emissions
and portfolio carbon
footprint
N/A
Measures a portfolio’s exposure to carbon-intensive
investments, expressed in tCO2e/ million revenue in fund
currency for corporate investments; or in tCO2e/m2 for real
estate investments. Monitored internally and reported to
investors in certain active funds at least annually.
Given the significant gaps in available measured emissions data in
private markets, especially on Scope 3 GHG emissions, ICG’s focus
is on improving the data coverage and quality so we can establish
a credible baseline for this metric across its portfolios.
Active funds27 making direct
investments across our
Structured and Private
Equity, Private Debt, Real
Assets, and Credit asset
classes.
Transition
Weighted average
carbon intensity.
N/A
Assesses the link of remuneration with sustainability considerations,
including the implementation of the ICG Climate Change Policy and
specific aspects pertaining to each investment strategy.
Sustainability and climate-related considerations are incorporated
into the annual variable component of the remuneration of Executive
Directors and all portfolio managers across the firm.
Executive Directors and
Portfolio Managers’ annual
variable pay
Transition
& Physical
Remuneration
Remuneration linked to
sustainability and climate
considerations.*
103
Assesses the potential exposure to physical and transition
climate-related risks for individual investment opportunities using the
Group’s proprietary climate risks exposure assessment methodology.
Climate risk exposure rating is incorporated into all investment
proposals for consideration by ICs.
Exposure to climate-related risks (both physical and transition)
is assessed as standard for all direct investment opportunities
utilising our proprietary, asset type specific methodologies.
Individual direct investments
Transition
& Physical
Climate-related
risks
Proprietary climate risk
exposure rating
50
Measures the proportion of Relevant Investments covered by
science-based targets, as % of invested capital, which are
therefore aligning with 1.5°C pathway. Monitored internally
and reported publicly on an annual basis.
Long-term goal: reach net zero GHG emissions across Relevant
Investments by 2040.
Interim target (approved and validated by the SBTi): 100% of
Relevant Investments to have SBTi-validated science-based targets
by 2030, with an interim target of 50% by 2026.
Relevant Investments
Transition
Decarbonising
our
investment
portfolios
Alignment to 1.5°C
pathway
52
Climate-related Financial Disclosures continued
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Climate Metrics
Target and/or current activity25
Scope
Climate risk
Use and measurement
Ref
Investments continued
Our operations
* Indicates a cross-industry climate-related metric as per the TCFD Guidance on Metrics, Targets, and Transition Plans, 2021.
25. All references are to ICG financial years running from 1 April to 31 March.
26. Source ICG, the Heightened climate risk sectors categorisation is based on the latest TCFD Implementation Guidance (October 2021) which identifies the following sectors with the highest likelihood of climate-related financial impacts:
Energy, Transport, Materials & Buildings, and Agriculture, Food & Forestry Products. ICG has adapted these to incorporate the framework provided by the Guidance on Use of Sectoral Pathways for Financial Institutions, produced by the Glasgow
Financial Alliance for Net Zero in June 2022.
27. Active funds for this metric are those funds managed by ICG that principally focus on direct investments and that were either in fundraising or investing period or open-ended in nature, or were already measuring this metric at the start of FY22
ICG has several strategies investing in infrastructure and real estate
that have sustainability frameworks designed to deliver tangible,
targeted improvements in the sustainability performance of assets.
Infrastructure Equity,
European Real Estate Debt,
and Sale and Leaseback.
Transition
Investments in
infrastructure and real
estate targeting
sustainability
improvements.*
Measures the proportion of Group’s investments in infrastructure and
real estate in strategies targeting tangible sustainability improvements,
expressed as % of AUM in Real Assets. Monitored internally and
publicly reported annually.
54
ICG Infrastructure has made a number of investments to support
the further growth and development of companies specialising
in renewable energy generation across North America,
Europe and Asia Pacific; which directly support the transition
to a low-carbon economy.
Infrastructure Equity
strategy and seed assets
Transition
Installed renewable
energy generating
capacity
Measures the aggregate and annual change in installed renewable energy
generating capacity, expressed in GW. Monitored internally and publicly
reported annually.
54
ICG seeks to improve the GHG intensity of our operations,
year-on-year.
Group operations:
combustion of fuel, fugitive
emissions, and purchased
electricity and heat
Transition
Scope 1 and 2 GHG
emissions intensity
(market-based).*
Measures efficiency of the direct operational carbon footprint
of the Group relative to its revenue, expressed in tCO2e per
£m revenue. Assessed annually and reported publicly, subject to
independent limited assurance.
63 - 64
ICG seeks to maximise the proportion of electricity consumption
from renewable sources, and encourage landlords to provide
low-carbon heating solutions, wherever feasible.
Group operations: purchased
electricity and heat
Transition
Energy used from
renewable sources.
Measures the proportion of electricity and heat
from renewable sources. Assessed annually and reported publicly,
subject to independent limited assurance
63 - 64
The Group is establishing a complete baseline and assessing
the tools and levers necessary to reduce its Scope 3 emissions.
Group operations: business
travel, purchased goods and
services, water supply and
waste generation
Transition
Scope 3 absolute
GHG emissions.*
Measures the indirect operational carbon footprint of the Group in line
with the GHG Protocol, expressed in tCO2e. Assessed annually and
reported publicly, subject to independent limited assurance.
63 - 64
Metrics & Targets continued
Climate-related Financial Disclosures continued
ICG has incorporated climate change considerations in the approval
process for new funds or strategies. Since 2021, we have considered
climate change in the launch of the latest vintages of European
Corporate and Mid-Market, Strategic Equity, Infrastructure Equity,
Strategic Real Estate and European Real Estate Debt investment
strategies, which have explicit focus on engagement on climate
change and decarbonisation.
Active funds across our
Structured and Private
Equity, Private Debt,
Real Assets, and Credit
asset classes.
Transition
& Physical
Developing
our strategies
Investment strategies
with explicit engagement
priority or formal
framework that focuses
on climate change within
the investment process.
Provides an indication for our ability to adapt our investment strategies
to explicitly incorporate climate change considerations.
Cumulative amount of capital raised since April 2021, expressed
in USD billion; and AUM expressed in USD billion in such strategies.
5
Long-term goal: net zero GHG emissions across operations
by 2040. Interim target (approved and validated by the SBTi):
to reduce the Group’s direct Scope 1 and Scope 2 GHG emissions
by 80% by 2030 from a 2020 base year (market-based.)
Group operations:
combustion of fuel, fugitive
emissions, and purchased
electricity and heat.
Transition
Our
operations
Scope 1 and 2 absolute
GHG emissions (market
and location-based).*
Measures the direct operational carbon footprint of the Group
in line with the GHG Protocol, expressed in tCO2e. Assessed annually
and reported publicly, subject to independent limited assurance.
63 - 64
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Annual Group GHG emissions statement
This statement has been prepared in accordance with our regulatory obligation to report GHG emissions
pursuant to the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report)
Regulations 2018 which implement the UK Government’s policy on SECR.
Operational GHG emissions performance
During the period 1 April 2023 to 31 March 2024 (the reporting period), our measured Scope 1 and Scope 2
(market-based) emissions totalled 28 metric tCO2e compared to 121 metric tCO2e in the 12-month period to
31 March 2023 (the prior period). The Scope 1 and 2 intensity1 equated to 0.04* metric tCO2e/FTE and 0.03*
metric tCO2e/£m revenue, compared to 0.21 metric tCO2e/FTE and 0.19 metric tCO2e/£m revenue in prior period.
12-month period ending 31 March
GHG emissions2
Activity
2024
2023
2020
(baseline)
Direct emissions
(Scope 1)
Combustion of fuel and operation of facilities
14*
46*
66
Indirect emissions
(Scope 2)
Purchased electricity (location-based)
197*
250*
448
Purchased electricity (market-based)
11*
75*
479
Purchased heat (district heating)3
3*
n/a
n/a
Total Scope 1 and 2 (market-based)4
28*
121
545
Indirect emissions
(Scope 3)
Business travel (flights, rail, car rental, taxis, hotels)
4,630*
2,724*
2,640
Waste generated in operations (incl. water)
14*
3*
8
Purchased goods and services (incl. capital
expenditures)5
14,878*
13,286*
0
Fuel and energy related activities6
56*
79
0
Total Scope 3
19,578*
16,092
2,648
1.
Scope 1 and 2 emissions intensity for the reporting period are based on FTE of 635, and Revenue of £949.6m.
2. Numbers in the table have been rounded up or down to the nearest metric tonne of CO2e.
3.
Emissions from district heating have been introduced in the reporting period. While the specific facilities have always utilised this
for heat, this was only identified by the landlord and communicated for the first time in this reporting period. The total amount is not
significant enough to trigger a restatement of the baseline.
4. The sum of Scope 1 and 2 emissions is based on the Scope 2 market-based data and includes purchased heat from district heating
which is new the GHG inventory in the reporting period.
5. Emissions are calculated using identifiable vendors and their related industry (which are assigned on a best effort basis). We exclude
expenditure where we can not clearly identify the vendor’s industry or emissions. This constitutes approx. 1% of expenditure after
removal of intercompany transactions.
6. Figure for the 12-month period to 31 March 2023 has been restated to 79 tCO2e to reflect a change in methodology; representing a
4% increase. This also resulted in an increase of our Total Scope 3 emissions for this period from 16,089 tCO2e to 16,092 tCO2e.
*ICG plc engaged Ernst & Young LLP (EY) to provide limited assurance over GHG emission metrics as indicated by * in the annual GHG
emission statement for the year ended 31 March 2024. The assurance engagement was planned and performed in accordance with
International Standard on Assurance Engagements (UK) 3000 (July 2020), as promulgated by the Financial Reporting Council (FRC).
The assurance report is publicly available at https://www.icgam.com/sustainability-esg/. It includes details on the scope, respective
responsibilities, approach, restrictions, limitations and conclusions. EY also provided assurance for the year ended 31 March 2023. Data
for previous years was verified to ISO14064 by alternative providers.
In the reporting period Scope 1 and 2 (market-based) emissions have decreased by 95% from ICG’s
baseline, driven by an increase in the number of offices procuring 100% renewable electricity; reaching
7 out of the 12 offices in scope of our GHG reporting (see our GHG statement methodology on page 64
for more information).
During the prior period, our Scope 1 and 2 emissions increased due to overlapping rental periods for two
properties during an office move in the United States of America (US). Since then, we have reverted to having
one major office in the US which is now a LEED Gold certified facility. It also has a 10-year agreement to procure
100% renewable energy.
Metrics
12-month period ending 31 March
2024
2023
2020
Scope 1 and 2 (market-based emissions) per FTE (mtC02e)1
0.04
0.2
1.07
Scope 1 and 2 (market-based emissions) per £m revenue (mtCO2e)1
0.03
0.19
1.32
Scope 3 emissions performance
Scope 3 emissions have increased from this reporting period compared to the prior period. Our main emissions
activities are purchased goods and services (76%) and business travel (24%). The increase is largely driven by
the growth of the firm and expanding our presence.
Scope 1 and 2 emissions (mtCO2e)1
Location-based
UK
RoW
Market-based
UK
RoW
2020:
545
237
309
2024:
28
28
2023:
121
121
2020:
514
230
284
2024:
214
158
2023:
297
244
56
53
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Annual Group GHG emissions statement continued
Energy consumption and efficiency
During the year, our total fuel and electricity consumption in our operations totalled 677 MWh. 40% of
electricity was consumed in the UK, while the remaining 60% was consumed in 12 offices outside the UK which
are predominantly serviced offices where ICG has limited control over energy provision. The split between fuel
and electricity consumption is displayed in the table below. 95% of electricity purchased is from renewable
sources either through green tariffs or backed by renewable energy certification, compared with 76% in the
prior period. This year, the London office has improved energy efficiency through modification of the building
management system, resulting in 2.1% energy reduction compared to the prior period. This success, will inform
further energy efficiency and emissions reduction initiatives in next 12 months.
During the reporting period, it was confirmed that the new office in New York does not use a gas heating
system; which is the main reason behind the reduction in fuels use compared to the prior period.
12-month period ended 31 March
Metrics (KWh)
2024
2023
2020
Electricity
676,888
835,901
1,468,177
of which, from renewable sources
644,544
638,697
0
District heating
22,460
n/a
n/a
Fuels1
71,202
254,307
316,156
Total Electricity, District heating and Fuels
770,550
1,090,207
1,784,333
1.
Natural gas and transportation fuels (petrol and diesel).
Fuels
UK
RoW
Electricity
UK
RoW
GHG statement methodology
Reporting period: 1 April 2023 - 31 March 2024.
ICG quantifies and reports our organisational GHG
emissions in alignment with the World Resources
Institute’s Greenhouse Gas Protocol Corporate
Accounting and Reporting Standard, the Scope 2
Guidance, and Corporate Value Chain (Scope 3)
Standard. We consolidate our organisational
boundary according to the operational control
approach, which includes all our offices around the
world with five or more employees.
The GHG emissions sources that constituted our
operational boundary for the reporting period are:
– Scope 1: Combustion of fuel and operation of
facilities
– Scope 2: Purchased electricity consumption for
our own use (location-based and market-based),
and purchased heat from district heating energy
schemes (new to this reporting period)
– Scope 3: Business travel (rail, taxis, hotels, air travel
and car rental (new to this reporting period)),
water supply and waste generation, transmission
and distribution of electricity, purchased goods
and services (including capital goods expenditure)
Numbers provided in this Annual Group GHG
emissions statement have been rounded up or
down to the nearest metric tonne of CO2e.
In some cases, where data is missing, values have
been estimated using either extrapolation of available
data or data from the previous year as a proxy. Further
detailed explanation of the calculation approach is
provided in page 202.
The Scope 2 Guidance requires that we quantify and
report Scope 2 emissions according to two different
methodologies (‘dual reporting’): (i) the location-
based method, using average emissions factors for
the country in which the reported operations take
place; and (ii) the market-based method, which uses
the actual emissions factors of the energy procured
when certified green electricity has been procured.
Consumption data has been converted into CO2
equivalent using:
– UK Government's CO2e conversion factors
are used for all UK based emission sources.
The activities included are electricity, heating,
waste/ water, transmission and distribution losses
(including WTT), business travel (rail (including
UK to Europe travel), air, hotel, and rental cars).
Any Eurostar travel uses UK Government factors.
For international offices, when factors were not
available, the following activities utilised UK
Government's CO2e conversion factors - air
travel and natural gas heating, waste/water,
and district heating.
– International Energy Agency international
conversion CO2e factors were used for global
offices for the following activities- electricity
and transmission and distribution losses
(including WTT).
– United States Environmental Protection Agency
carbon emission factors are used for train travel
in the US, and Network for Transport Measures
(NTM) data carbon factors are used for train travel
in the EU. UK Government based rail factor is used
for any Eurostar travel emissions.
– For business travel based on expenses, Exiobase
spend based emissions factors are used for taxi
travel in place of the now obsolete Quantis factors.
– For purchased goods and services (including
capital spend), emission calculations for 11 large
suppliers was based on latest publicly available
actual corporate emissions data. It incorporated
the suppliers emissions and revenue considering
ICG's total spend with the supplier. Spend-based
emissions factors (£/CO2e) were allocated using
the SIC codes supplied by the UK Government.
Further details are found in the Basis of Preparation
on pages 202 to 203.
2020:
1,468,177
557,211
910,966
2024:
676,888
407,461
2023:
835,901
560,817
269,427
275,084
2020:
316,156
31,778
284,378
2024:
71,202
71,202
2023:
254,307
254,307
Climate-related Financial Disclosures continued
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Non-financial information statement
The Group complies with the Non-Financial
Reporting requirements contained in sections
414CA and 414CB of the Companies Act 2006.
This information is intended to help stakeholders
better understand how we address key non-financial
matters. This aligns with the work we already
do in support of the Task Force on Climate-
related Financial Disclosures and UN Sustainable
Development Goals (see pages 47 to 64). Further
details of the activities we undertake in supporting
these frameworks are available on our website.
Details of our principal risks and how we manage
those risks are set out on pages 42 to 45.
Human rights and social matters
We do not tolerate discrimination of any nature and
comply fully with applicable human rights legislation.
Policies and standards
We are opposed to any form of modern slavery and
human trafficking. We seek to ensure there are no
such practices in our business and supply chain.
During the year, we have carried out employee
training and awareness raising and continued to
include anti-slavery considerations in supplier
selection and due diligence. We conduct
due diligence on our own business, portfolio
companies, and material suppliers. No concerns
were raised in any of our due diligence over the
course of the last year.
The Group’s full policy on Modern Slavery can
be found at www.icgam.com.
Anti-bribery and corruption
We are committed to ethical business across all our
operations and investments. Our policy is never to
offer, request or receive bribes, and to refuse any
request to pay them. We actively seek to reduce
opportunities for corruption. We do not invest in
companies or projects that engage in corruption or
appear to have a high risk of such behaviour and we
investigate and deal with all reported or identified
cases of corruption in line with our policy. The policy
applies to all entities within the Group wherever we
do business.
Employee matters
We aim for employees to have a sense of wellbeing
and promote an inclusive working culture where they
can freely question practices and suggest
alternatives. We support agile working and offer
access to a range of flexible benefits. We ensure our
levels of overall remuneration are without bias and
designed to attract, develop and retain
talented employees.
Employee diversity
As at 31 March 2024, the Group has a permanent
employee population of 637 of which 233 are women
and 404 are men. There are three Executive Directors
including one woman. Of the 24 senior managers
reporting to the Executive Directors (including those
based outside the UK), seven (29%) are women.
Board diversity
Biographical details of the Board are set out on
page 70 with information on diversity on page 69.
Measurement
The Board approved the renewal of the women in
UK senior management target to 30% by 2027 and a
shareholder KPI has been established (see page 15)
to reinforce a culture of inclusivity which supports
a diverse and thriving workforce and lays the
foundation for sustainable success.
We have published our 2024 gender pay gap data
which is set out on page 108.
Environmental matters
Regarding climate-related matters, the Group’s
disclosures in response to the recommendations
of the TCFD are set out on page 47.
The Group’s disclosures in accordance with the
SECR requirements are set out on page 63.
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Governance report
IN THIS SECTION:
HOW GOVERNANCE
SUPPORTS
INVESTING
FOR GROWTH
Ensuring good governance requires us to have a clear
eye on the long-term direction of the organisation in
the context of the political, economic and social
circumstances that are likely to impact its development,
end markets and competitive positioning – focusing on
robustness of governance, transparency and
communication are critical to our growth journey.
Robust governance for
responsible growth
See more information on page 67
The right team to drive
growth responsibly
See more information on page 69
Transparency and integrity
through the UK Corporate
Governance Code 2018
See more information on page 74
Ensuring business continuity
and a growth culture
See more information on page 83
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Governance at a glance
The work of the Board during the year was
conducted through six formal meetings and
regular informal engagement with executive
management. The activity at formal meetings
covered a wide range of strategic and
operational themes.
ROBUST
GOVERNANCE
FOR
RESPONSIBLE
GROWTH
Our highlights in FY24:
The Board regularly discussed shifting market
conditions and possible impacts on, as well as
opportunities for, the Group’s strategies, while
continuing to demonstrate a strong oversight
of the use of the Group’s balance sheet.
Deployment of balance sheet capital was a key topic
for the Board as we considered our dividend level
and our future investment programme.
During the year, the Board also devoted
considerable time to debating how best to grow
out nascent and existing strategies, and had a
strong focus on a number of initiatives to scale up
and scale out the Group’s platform, with
presentations from management considering in
detail how to continue to invest in, and improve,
our operating platform with this view in mind.
Oversight of the culture of the business included
considering the effectiveness of Diversity, Equality
and Inclusion (DEI) efforts and management’s
future plans.
Our priorities for FY25:
The Board has identified a number of priority
areas for the coming year and will continue to keep
these under review. The Board recognises the
constant evolution of the business environment
and remains ready to face new challenges and
opportunities as they arise.
The Board will carefully consider the Group’s
strategic and geographic footprint in oversight
of the investments we make to ensure continued
growth of our business. We will continue our “scale
up and scale out” mentality, seeking to ensure that
our strategies continue to grow and that we further
enhance our operating platform. Focus will also be
dedicated to further embedding DEI initiatives in
light of the recent “deep dive” review. In addition,
the Board will be taking actions to implement
recommendations coming out of the recent
external board evaluation.
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Governance at a glance continued
How the board spent its time:
Financial performance and market
outlook
The Board:
– regularly considered the challenging fundraising
environment, noting the impact on current
vintages of peers across the market and timing
for future fundraising;
– reviewed levels deal flow, noting that equity-led
strategies were finding it more challenging to
deploy, but that debt focused funds were more
active and noticeably benefiting from higher
interest rates and demand for refinancing; and
– examined the Group’s portfolios and received
regular updates on investment performance.
Allocation of balance
sheet capital
The Board:
– took a prudent approach to the deployment
of balance sheet capital throughout the year;
– assessed a number of teams investing from the
Group’s balance sheet as they moved towards
raising their first fund, which included a detailed
review of current allocations in support of a range
of established and new fund strategies; and
– focused on increasingly robust and systematic
monitoring of the use of balance sheet capital
once deployed.
Oversight of business units and
operating platform enhancements
The Board:
– regularly reviewed the functionality and
needs of the Group’s business units, receiving
detailed updates from senior investment
executives and management;
– considered the Group’s significant potential to
develop an offering in the private wealth market;
– recognised the value in the continued expansion
of the Group’s offshore programme in India with
The Centre of Excellence in Pune being created;
– received various reports on a dedicated project
to effectively manage the complexity of Group
and fund structures; and
– launched a number of material third-party
supplier projects, to secure the services needed
to facilitate the Group’s scaling up and scaling
out strategy.
Employees, DEI and Culture
The Board:
– determined that we should continue to invest
in talent despite the macroeconomic climate,
recognising the importance of talent retention
and developing employees at all levels;
– discussed various key recruitment decisions, with
strategic hires being made in investment teams,
Marketing and Client Relations and the Group’s
central functions;
– regularly received a report from the NED
designated as responsible for employee
engagement;
– in March, welcomed the results of a DEI review on
the effectiveness of efforts to date conducted by
a specialist DEI consultant, which is shaping our
forward-looking DEI strategy and action plans; and
– welcomed the Group being ranked #1 globally
in the sector for the second year in a row by
Honordex Inclusive PE and VC Index for external
transparency of DEI activity within the industry.
Sustainability and Corporate
Social Responsibility (CSR)
The Board:
– recognised the importance of providing
appropriate sustainability-related disclosures
and discussed how best these can be overseen;
– received regular reports on evolving investor
attitudes globally;
– maintained an enhanced charitable budget of
£2.5m for the year and continued supporting
the Group’s ongoing charitable activity, aimed
at reducing inequality in education, entry into
employment and addressing food poverty in the
UK; and
– was pleased to report that the Group has seen a
significant increase in volunteering activity and
noted that volunteering by Executive Directors
was setting the right tone for the Group.
Cyber and data
The Board:
– regularly considered the increased use of
technology and data analytics within the
investment industry, recognising the importance
of having high quality data available;
– examined how the Group has historically sought
to integrate data analysis into value improvement
programmes within portfolio companies; and
– assessed the potential for use of artificial
intelligence in the Group’s business, recognising
the potential of AI due to the significant
processing power available but also highlighting
a number of issues and concerns about relying
on AI exclusively.
1.
2.
3.
4.
5.
6.
7.
1. Financial performance and market outlook
30%
2. Oversight of business units and operating
platform enhancements
25%
3. Employee development and engagement, DEI
and Culture
15%
4. Sustainability and Corporate Social
Responsibility (CSR)
10%
5. Allocation of balance sheet capital
10%
6. Cyber and data
5%
7. Other
5%
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Board of Directors
Broad and diverse experience
Number of
Board
members
Percentage
of the Board
Number
of senior
positions on
the Board1
Number in
executive
management
Percentage
of executive
management
White British or other White (including
minority white groups)
10
100%
4
3
100%
Mixed/Multiple Ethnic Groups
N/A
N/A
N/A
N/A
N/A
Asian/Asian British
N/A
N/A
N/A
N/A
N/A
Black/African/Caribbean/Black British
N/A
N/A
N/A
N/A
N/A
Other ethnic group, including Arab
N/A
N/A
N/A
N/A
N/A
Not specified/ prefer not to say
N/A
N/A
N/A
N/A
N/A
1. Defined as Chair, Chief Executive Officer (‘CEO’), Chief Financial Officer (‘CFO’) or Senior Independent Director.
Our approach to data collection for the purposes of collecting the data used in these tables can be
found on page 94.
Board ethnicity
Board independence (as at 1 April 2024)
Board tenure (as at 1 April 2024)
Board gender
1.
0-3 years
20%
2.
3-6 years
30%
3. 6-9 years
40%
4. 10 years+
10%
Number of
Board
members
Percentage
of the Board
Number
of senior
positions on
the Board1
Number in
executive
management
Percentage
of executive
management
Men
6
60%
4
2
66.67%
Women
4
40%
0
1
33.33%
Not specified/prefer not to say
N/A
N/A
N/A
N/A
N/A
Non Executive Director area of expertise
Name
Asset
Management
Investment
UK Corporate
Governance
International
Risk
Management
Financial
William Rucker (Chair)
•
•
•
•
Virginia Holmes
•
•
•
•
•
Amy Schioldager 1
•
•
•
•
Andrew Sykes (SID)
•
•
•
•
•
Stephen Welton
•
•
•
•
Rosemary Leith
•
•
•
•
Matthew Lester
•
•
•
•
•
1. Retiring from the Board on 16 July 2024
Financial year ended 31 March 2024 Board and Committee meeting attendance1
Director
Board
Audit
Risk
Remuneration
Nominations
William Rucker
6/6
–
–
5/5
4/4
Andrew Sykes
6/6
5/5
–
5/5
4/4
Benoît Durteste
6/6
–
–
–
–
David Bicarregui
6/6
–
–
–
–
Antje Hensel-Roth
6/6
–
–
–
–
Virginia Holmes
6/6
–
4/4
5/5
4/4
Rosemary Leith
6/6
4/52
4/4
5/5
–
Matthew Lester
6/6
5/5
4/4
–
4/4
Rusty Nelligan3
6/6
5/5
4/4
–
–
Amy Schioldager4
6/6
5/5
4/4
–
–
Stephen Welton
6/6
–
–
5/5
4/4
Secretary
6/6
5/5
4/4
5/5
4/4
1. Some non-members attended part or all of some or all Committee meetings at the invitation of the Committee Chair.
2. Owing to prior commitments, Rosemary Leith was unable to attend an additional Audit Committee meeting scheduled during the
year. Rosemary attended a briefing meeting and provided comments to the Committee Chair prior to the meeting.
3. Retired from the Board on 31 March 2024.
4. Retiring from the Board on 16 July 2024.
1.
2.
3.
4.
Director
Independent
Chair
William Rucker
Yes
Executive
Benoît Durteste
No
David Bicarregui
No
Antje Hensel-Roth
No
Non
Virginia Holmes
Yes
Executive
Rosemary Leith
Yes
Matthew Lester
Yes
Amy Schioldager1
Yes
Andrew Sykes
Yes
Stephen Welton
Yes
1. Retiring from the Board on 16 July 2024.
In line with LR 9.8.6R (10), as at the reference date of 31 March 2024, the composition of the Board and executive management was as follows:
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Board of Directors continued
William Rucker
Chair
Joined Board: 2023
William Rucker joined the Board as Chair
on 31 January 2023, following a successful
career as an executive at Lazard.
William formerly acted as Chair of Lazard
in the UK, an investment bank focused on
asset management and financial advisory
businesses. He joined Lazard in 1987 from
Arthur Andersen where he qualified as a
Chartered Accountant and retired from this
position in September 2023.
William has extensive experience in the
financial services sector as well as wide-
ranging governance experience having
served on, and been Chair of, the boards
of a number of significant listed companies,
charities and other bodies.
Other directorships
Marston’s PLC (Chair)
William will become Chair of the British Land
Company PLC on 9 July 2024 and will retire
from his current role as Chair of Marston’s
PLC on the same date.
Benoît Durteste
Chief Executive Officer and
Chief Investment Officer
Joined Board: 2012 (Chief Executive
Officer since 2017)
Benoît Durteste has been ICG’s Chief
Executive Officer and Chief Investment
Officer since 2017. He is an experienced
investor with a strong understanding of the
markets in which the Group operates. During
his time on the Board he has been a strong
leader of the Group’s strategic development,
significantly broadening our range of
investment businesses. He contributes a
thorough understanding of financial markets
and the Group’s investment portfolio to
Board proceedings. Benoît joined ICG in
September 2002 with previous experience at
Swiss Re, GE Capital Private Equity and BNP
Paribas Levfin.
Other directorships
ICG entities and Chair of the BVCA
Alternative Lending Committee
David Bicarregui
Chief Financial Officer
Joined Board: 2023
David Bicarregui has significant experience
in finance and operational leadership,
transformation and business growth.
He was elected by shareholders as a
Director of the Company at the AGM
in July 2023.
Prior to joining ICG, David spent 25 years
with Goldman Sachs where he held
various senior roles. Until 2022, he was
Chief Financial Officer of Goldman Sachs
International Bank and prior to that, Global-
ex North America Treasurer. During his
tenure, David led the growth of Goldman
Sachs International Bank to become the
largest of the firm’s banks outside of
North America.
David is responsible for the operating
platform and corporate development with
a particular focus on leading and managing
the Group’s financial affairs on a day-to-day
basis and managing the Group with regard
to prudent risk management measures.
Other directorships
ICG entities and Vice Chair of Governing
body of St George’s College
Antje Hensel-Roth
Chief People and
External Affairs Officer
Joined Board: 2020
Antje Hensel-Roth has a wealth of
experience in human capital management;
prior to joining ICG she was Global Co-Head
of the Investment Management Practice at
Russell Reynolds Associates, during which
time she acted as an adviser to the global
alternative investment community. Since
joining ICG in 2018, she has been a strong
contributor to the strategic direction of the
Group and has led a comprehensive drive for
excellence in leadership, talent management
and diversity and inclusion.
Antje is responsible for leading strategic
human capital with a particular focus on
business diversification strategies; she also
leads communications and external affairs.
Other directorships
National Opera Studio
Virginia Holmes
Non Executive Director
Joined Board: 2017
Virginia Holmes brings to the Board
an extensive knowledge of the financial
services industry, including both investment
management and banking. Her executive
experience includes serving as Chief
Executive of AXA Investment Managers in the
UK and more than a decade with the Barclays
Bank Group. She is an experienced director
of a number of UK PLCs (including serving
on remuneration committees), who enhances
the corporate governance understanding
of the Board and aids it in considering its
relationships with stakeholders, as well as
bringing an extensive knowledge of the
pensions sector. She has served as Chair
of the Remuneration Committee since
April 2018.
Other directorships
Murray International Trust PLC and
Syncona Limited
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Board of Directors continued
Matthew Lester
Non Executive Director
Joined Board: 2021
Matthew Lester has been Chair of the Audit
Committee since July 2022. He is a senior
finance leader with extensive public company
experience, having previously served as
Group Chief Financial Officer of both Royal
Mail plc and ICAP plc. Matthew serves as
Chair of Kier Group plc. He also previously
served as a Non-Executive Director of a
number of large UK plcs, including Man
Group plc and Barclays Bank plc. He
contributes a keen knowledge of finance
matters to the Board.
Other directorships
Kier Group PLC
Andrew Sykes
Non Executive Director
Joined Board: 2018
(Senior Independent Director)
Andrew Sykes has a wealth of financial
services and non-executive experience.
He was previously Chair of Smith &
Williamson Holdings Ltd, and Chair of
SVG Capital plc. Andrew spent 26 years
of his executive career at Schroders PLC.
He is an experienced director of UK-listed
companies with a deep knowledge of the
financial services sector and of corporate
governance requirements, which, together
with his background as a senior executive
in the asset management sector, has proven
to be invaluable in helping oversee the
Group’s continued growth. He served
as Interim Chair of the Company from
March 2022 to January 2023. Effective
16 July 2024, Andrew will act as the
Non Executive Director responsible for
Employee Engagement.
Other directorships
Alder Investment Management Limited,
BBGI Global Infrastructure SA, Governor of
Winchester College and member of Nuffield
College Investment Committee
Stephen Welton CBE
Non Executive Director
Joined Board: 2017
Stephen Welton has over 25 years’
experience in the development capital
and private equity industry as well as
angel investing. He was the Founder of
the Business Growth Fund (BGF), the
UK’s largest growth capital investor, Chief
Executive from its launch in 2011 until July
2020 and Chair from that date until July
2023. He became chair of the British Business
Bank, the UK's economic development
bank in 2023, and also serves as chair of the
BGF Foundation. He previously spent over
10 years at CCMP Capital. He started his
career in banking and has also worked as the
Chair and Chief Executive Officer of various
growth companies. His senior executive
roles and deep investment experience mean
that he is well placed to contribute to the
Board on matters relating to strategy and
business development.
Other directorships
Non-executive Chair of the British
Business Bank
Amy Schioldager
Non Executive Director
Joined Board: 2018
Amy Schioldager was a senior executive
at BlackRock where she was a member of
the global executive committee and Head
of Beta Strategies. She brings extensive
knowledge of international investment
markets and a track record of global
expansion. She is based in the US, a region
that is a key growth area for the Group. She
was the Founder of BlackRock’s Women’s
Initiative and Vice Chair of BlackRock’s
Corporate Governance Committee and
brings valuable expertise to the Board in
these areas. Amy acts as the Non Executive
Director responsible for Employee
Engagement, bringing forth employee views
to the Board.
Amy will retire from the Board on
16 July 2024.
Other directorships
Boardspan, Inc. and Corebridge Financial, Inc.
Rosemary Leith
Non Executive Director
Joined Board: 2021
Rosemary Leith brings to the Board her deep
expertise from 25 years in finance, principal
investment, start-up creation and growth
in Europe and North America. Rosemary
is a Non-executive Director of Proton AG,
provider of the world's most secure email.
She is a Senior Advisor to SandboxAQ a
Quantum and AI company. Rosemary was
previously SID, Remuneration Committee
Chair and a member of the Audit Committee
of YouGov Plc, and was previously a Non-
Executive Director of HSBC (UK) with
responsibility for Digital and member of
the Risk Committee. She is a Trustee of the
National Gallery (London) and Chair of
the Digital Advisory Board and a Fellow
at Harvard University’s Berkman Center
for Internet & Society. She has extensive
experience in the technology and digital
fields, including as a co-founding Director of
the World Wide Web Foundation, and advises
and invests in several technology businesses.
Rosemary became the Chair of the Risk
Committee in April 2023.
Other directorships
Proton AG, World Wide Web Foundation,
National Gallery and Bolon Management
Limited
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Corporate governance
Corporate governance framework
Executive Directors
– Day-to-day authority (delegated from the Board) for the management of the Group and its business
General responsibility for:
The Group’s resources / Executing the approved strategy / Financial and operational control / Managing the business worldwide
Board of Directors
– Comprises the Chairman, Executive and Non Executive Directors (NEDs)
– Has the authority to conduct the business of the Company in accordance with the Company’s constitutional documents
– Runs the Group for the long-term benefit of shareholders and other stakeholders
Audit
Committee
Composed of NEDs
Oversees external and internal
audit and the Group’s financial
reporting and disclosure
Committee liaises with:
– CFO
– Head of Finance
– Head of Investor Relations
– Head of Internal Audit
Read more on page 85
Risk
Committee
Composed of NEDs
Oversees the Group’s risk
management framework and
system of internal controls
Committee liaises with:
– Global Head of Compliance
and Risk
– Head of Risk
– General Counsel and
Company Secretary
– Head of Internal Audit
Read more on page 90
Remuneration
Committee
Composed of NEDs
Determines the Group’s
Remuneration Policy
Reviews the remuneration
of senior management
Committee liaises with:
– CPEAO
– Human Resources
– General Counsel and
Company Secretary
Read more on page 95
Nominations and
Governance Committee
Composed of NEDs
Evaluates the Board’s
composition, performance
and succession planning
Oversees the Group’s
culture and diversity and inclusion
initiatives
Considers candidates for
Board positions
Committee liaises with:
– CPEAO
– Human Resources
– General Counsel and Company
Secretary
Read more on page 93
Our governance framework is predicated
on effective decision making and
appropriate accountability.
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Corporate governance continued
Corporate governance framework continued
Board roles
Chair
– William Rucker, who is responsible for:
– Organising the business of the Board
– Ensuring its effectiveness and setting its agenda
– Effective communication with the Group’s
shareholders and other stakeholders
Read more in the Chair’s letter to shareholders on
page 6
Non Executive Directors
– Virginia Holmes, Rosemary Leith, Matthew Lester,
Amy Schioldager, Andrew Sykes and Stephen
Welton currently act as NEDs of the Company
– All NEDs are independent
– Responsible for providing independent oversight
of, and challenge to, the Executive Directors
Read more on the Directors’ profiles on
pages 70 to 71
Key Board support roles
Company Secretary
– Responsible for advising on legal, governance and
listing matters at Board level and across the Group
– Provides advice and support to the Board and
its Committees
– Manages the Group’s relationships with
shareholder bodies
Committee Secretaries
– Each Committee’s Secretary provides advice
and support within the specialist remit of that
Committee; they are responsible for ensuring
that the Committee members receive relevant
information and that appropriate matters are
discussed
– Nominations and Governance Committee:
Company Secretary
– Remuneration Committee: Company Secretary
– Audit Committee: Head of Finance
– Risk Committee: Head of Risk
Chief Executive Officer and
Chief Investment Officer (CEO/CIO)
– Benoît Durteste, who oversees the Group and is
accountable to the Board for the Group’s overall
performance
Chief Financial Officer (CFO)
– David Bicarregui, who leads and manages the
Group’s financial affairs, corporate development
and the operating platform of the Group
Chief People and
External Affairs Officer (CPEAO)
– Antje Hensel-Roth, who has responsibility
for strategic human capital management,
communications and external affairs
Senior Independent Director
– Andrew Sykes, who acts as a sounding board
for the Chair and, where necessary, acts as an
intermediary for shareholders or other Directors if
they feel issues raised have not been appropriately
dealt with by the Chair
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Corporate governance continued
Transparency and integrity through the Corporate Governance Code 2018
The Directors present their Annual Report and the
audited financial statements for the financial year
ended 31 March 2024.
Section 1:
Board leadership and
Company purpose
A Effective and entrepreneurial Board to promote
the long-term sustainable success of the
Company, generating value for shareholders
and contributing to wider society
B Purpose, values and strategy with alignment
to culture
C Resources for the Company to meet its objectives
and measure performance. Controls framework
for management and assessment of risks
D Effective engagement with shareholders and
stakeholders
E Consistency of workforce policies and practices
to support long-term sustainable success
Section 2:
Division of
responsibilities
F Leadership of Board by chair
G Board composition and responsibilities
H Role of Non Executive Directors
I Company Secretary
Throughout the year, the Board and its Committees carefully considered the Corporate
Governance Code 2018 and, save for the slightly delayed Board evaluation (required by
Code Provision 21) due to the timing of the change of Chair at the end of the prior
financial year (so as to allow the Chair to take part in the process, given his importance to
the oversight of the review and his critical role in assimilating and implementing relevant
findings), continued to comply with the Code’s recommendations for the year ending 31
March 2024. A copy of the Code (the Code) is available on the Financial Reporting
Council’s website: www.frc.org.uk.
The Governance section of this report (pages 66 to 116) set out how we have applied the
Principles of the Code throughout the year.
– Chair’s letter, see page 6
– Strategic Report, see pages 1 to 65
– Board engagement with key stakeholders,
see page 28
– Audit Committee report, see page 85
– Risk Committee report, see page 90
– Conflicts of interest, see page 70
– Board composition, see page 72
– Key roles and responsibilities, see page 73
– General qualifications required of all Directors,
see page 69
– Information and training, see page 83
– Board appointments and succession planning,
see page 93
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Corporate governance continued
Transparency and integrity through the Corporate Governance Code 2018 continued
“It is a priority for us to
ensure that we continue
to meet our obligations
to our stakeholders and
provide clear and open
communication in relation
to our business”.
William Rucker
Chair
Section 3:
Composition, succession
and evaluation
J Board appointments and succession plans for
Board and senior management and promotion
of diversity
K Skills, experience and knowledge of Board
and length of service of Board as a whole
L Annual evaluation of Board and Directors
and demonstration of whether each Director
continues to contribute effectively
Section 4:
Audit, risk and
internal controls
M Independence and effectiveness of internal and
external audit functions and integrity of financial
and narrative statements
N Fair, balanced and understandable assessment of
the Company’s position and prospects
O Risk management and internal control framework
and principal risks Company is willing to take to
achieve its long-term objectives
Section 5:
Remuneration
P Remuneration policies and practices to support
strategy and promote long-term sustainable
success with executive remuneration aligned to
Company purpose and values
Q Procedure for Executive Director and senior
management remuneration
R Authorisation of remuneration outcomes
– Board composition, see page 70
– Diversity, tenure and experience, see page 69
– Board, committee and Director performance
evaluation, see page 83
– Nominations and Governance Committee report,
see page 93
– Audit Committee report, see page 85
– Risk Committee report, see page 90
– Strategic Report, Managing Risk, see page 40
– Fair, balanced and understandable Annual Report,
see page 82
– Going concern basis of accounting,
see pages 77 and 133
– Viability statement, see page 46
– Remuneration Committee report,
see pages 95 to 116
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Directors’ Report
The Directors present their Annual Report and the audited financial statements for the
financial year ended 31 March 2024. The risks to which the Group is subject, and the policies
in respect of such risks, are set out on pages 42 to 45 and are incorporated into this report
by reference. The Corporate Governance section set out on pages 66 to 116 is incorporated
into this report by reference. The Strategic Report section set out on pages 1 to 65 is also
incorporated by reference.
The Governance section of this report (page 66) sets out how we have applied the Code’s
Principles and provisions throughout the year (and offers explanation where we have not
been able to comply). We note that the FRC published a revised code in 2024 that will apply
to future reports, and in each year we will report against the Code as it is in force at that point.
The Directors’ Report and Strategic Report together constitute the Management Report for
the year ended 31 March 2024 for the purpose of Disclosure and Transparency Rule 4.1.8R.
Significant shareholdings
As at 22 May 2024 the Company had been notified or
otherwise become aware of the following interests
pursuant to the Disclosure Rules and the
Transparency Rules representing 3% or more of the
issued share capital of the Company.
Institution
Number of
shares
Percentage of
voting rights
BlackRock Inc
23,838,076
8.20%
Ameriprise/Threadneedle 13,683,890
4.71%
The Vanguard Group Inc
13,243,727
4.56%
Wellington Management
Company
11,819,407
4.07%
abrdn Investment
Management
11,468,302
3.95%
J.P. Morgan Asset
Management
11,468,302
3.64%
Aviva Investors
10,591,434
3.29%
Directors’ interests
The interests of Directors who held office at 31 March
2024 and their connected persons, as defined by the
Companies Act 2006, are disclosed in the report of
the Remuneration Committee on page 105.
During the financial year ended 31 March 2024, the
Directors had no options over or other interests in
the shares of any subsidiary company.
The roles of the Chair and Chief Executive
In accordance with the Code, the Board has adopted
a formal division of responsibilities between the Chair
and the CEO, so as to establish a clear division of
responsibilities between the running of the Board and
the executive responsibility for the running of the
Company’s business.
The Chair, William Rucker, was considered
independent at the date of his appointment
as Chair and continues to be considered as such.
The Board has delegated the following
responsibilities to the Executive Directors:
– The development and recommendation of
strategic plans for consideration by the Board
– Delivery of objectives and priorities determined
by the Board
– Implementation of the strategies and policies of
the Group as determined by the Board
– Monitoring of operating and financial results
against plans and budgets
– Monitoring the quality of the investment process
– Developing and maintaining risk management
systems
Directors
The profiles of the Directors currently serving are
shown on pages 70 to 71; those details are
incorporated into this report by reference. All of the
Directors served throughout the year, except that
David Bicarregui was elected by shareholders as a
Director at the AGM on 20 July 2023 (following the
retirement of Vijay Bharadia who served as a Director
until that date) and Rusty Nelligan served as a
Director until his retirement on 31 March 2024.
The composition of each of the Committees of the
Board and the Chair of each Committee are detailed
in the report of each Committee, found on
pages 85 to 116.
Documents for public inspection
The terms of reference of each of the Board
Committees, together with the Directors’ service
agreements, the terms and conditions of appointment
of NEDs and Directors’ deeds of indemnity, are
available for inspection at the Company’s registered
office during normal business hours.
Committee proceedings
Each Committee has access to such external advice
as it may consider appropriate. The terms of
reference of each Committee are considered
regularly by the respective Committee and referred
to the Board for approval.
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Directors’ Report continued
Delegation to Executive Directors
The Company has three Executive Directors,
each of whom has a specific area of responsibility.
Benoît Durteste is Chief Executive Officer and,
in addition to his strategic and operational remit,
oversees the Group’s Investment Committees
in his role as the Chief Investment Officer.
David Bicarregui is Chief Financial Officer and is
responsible for finance, treasury, tax, investor
relations, legal, operations and IT, compliance
and risk.
Antje Hensel-Roth is Chief People and External Affairs
Officer and is responsible for human resources,
communications and external affairs.
Board process
Each Board member receives a comprehensive Board
pack at least five days prior to each meeting which
incorporates a formal agenda together with
supporting papers for items to be discussed at the
meeting. Further information is obtained by the Board
from the Executive Directors and other relevant
members of senior management, as the Board,
particularly its NEDs, consider appropriate. A similar
process is followed for each Committee.
Advice for Directors
All Directors have access to the advice and services
of the Company Secretary and the Secretaries to each
of the Committees on which they serve and may take
independent professional advice at the Group’s
expense in the furtherance of their duties. The
appointment or removal of the Company Secretary
would be a matter for the Board.
Meetings with the Chair
Time is allocated at the end of each Board meeting
for the NEDs to hold meetings in the absence of
Executive Directors. As appropriate, the NEDs will
also hold sessions in the absence of the Chair.
In accordance with the Code, any shareholder
concerns not resolved through the usual mechanisms
for investor communication can be conveyed to the
Senior Independent Director (SID). The SID acts
as a sounding board for the Chair and also leads
the annual appraisal of the Chair.
Directors’ indemnity
Qualifying third-party indemnity provisions (as
defined by Section 234 of the Companies Act 2006)
were in force during the course of the financial year
ended 31 March 2024 for the benefit of the then
Directors of the Company and the then Directors
of certain of the Company’s subsidiaries and, at the
date of this report, are in force for the benefit of the
Directors of the Company and the directors of certain
of the Company’s subsidiaries in relation to certain
losses and liabilities which they may incur in
connection with their duties, powers or office.
The Group also maintains Directors’ and Officers’
insurance which gives appropriate cover for legal
action brought against its Directors.
Conflicts of interest
Directors have a statutory duty to avoid conflicts of
interest with the Group. The Company’s Articles of
Association allow the Directors to authorise conflicts
of interest and the Board has adopted a policy and
effective procedures for managing and, where
appropriate, approving potential conflicts of interest.
No material conflicts of interest exist.
Internal control
The Board has overall responsibility for the Group’s
internal control system and monitoring of risk
management, the effectiveness of which is reviewed
at least annually. Internal controls include giving
reasonable, but not absolute, assurance that assets
are safeguarded, transactions are authorised and
recorded properly, and that material errors and
irregularities are prevented or detected within
a timely period.
Through the regular meetings of the Board and the
schedule of matters reserved to the Board or its duly
authorised Committees, the Board aims to maintain
full and effective control over appropriate strategic,
financial, operational and compliance issues.
For further details of the Group’s Committees,
please see pages 85 to 116 and for further details
of the Board, page 69.
The Board has put in place an organisational structure
with clearly defined lines of responsibility and
delegation of authority.
The Board annually considers and approves a
strategic plan and budget. In addition, there are
established procedures and processes in place for
the making and monitoring of investments and the
planning and controlling of expenditure.
The Board also receives regular reports from the
Executive Directors and other members of senior
management on the Group’s operational and financial
performance, measured against the annual budget, as
well as regulatory and compliance matters. For further
details of the Group’s Executive Directors, please see
page 70.
The Group has in place arrangements whereby
individuals may raise matters of concern in confidence
about possible improprieties in matters of financial
reporting or other matters.
The rationale for the system of internal control
is to maximise effectiveness for the commercial
management of the business and to provide the
Board with regular and effective reporting on the
identified significant risk factors. The Board is
responsible for determining strategies and policies
for risk control, and management is responsible
for implementing such strategies and policies.
The Board confirms that an ongoing process for
identifying, evaluating and managing the Group’s
significant risks has operated throughout the year
and up to the date of the approval of the Directors’
Report and financial statements. For further details
of the risks relating to the Group, please see page 42
and the report of the Risk Committee on page 90.
Going concern statement
The Group’s business activities, together with
the factors likely to affect its future development,
performance and position, are set out in the Strategic
Report on pages 1 to 65. The financial position of
the Group, its cash flows, liquidity position, and
borrowing facilities are described in the Finance
Review on page 16. In addition, the Directors have
taken account of the Group’s risk management
process described on page 40. The Directors have
made an assessment of going concern, taking into
account both the Group’s current performance and
the Group’s outlook, using the information available
up to the date of issue of these financial statements.
The Directors have acknowledged their
responsibilities in relation to the financial statements
for the year to 31 March 2024 and considered it
appropriate to prepare the financial statements on
a going concern basis as detailed in Note 1 Basis of
Preparation (page 132).
Accordingly, the Directors have a reasonable
expectation the Group has resources to continue
as a going concern to 30 November 2025, an
18 month period from the date of approval of
the financial statements.
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Directors’ Report continued
Going concern statement continued
In preparing the Group financial statements, the
Directors are required to:
– assess the Group’s ability to continue as a going
concern, disclosing, as applicable, matters
related to going concern
– use the going concern basis of accounting unless
they either intend to liquidate the Group or to
cease operations, or have no realistic alternative
but to do so.
Forward-looking statements
This Annual Report includes statements that are, or
may be deemed to be, ‘forward-looking statements’.
These forward-looking statements can be identified
by the use of forward-looking expressions, including
the terms ‘believes’, ‘estimates’, ‘anticipates’,
‘expects’, ‘intends’, ‘may’, ‘will’ or ‘should’ or, in each
case, their negative or other variations or similar
expressions, or by discussions of strategy, plans,
objectives, goals, future events or intentions.
These forward-looking statements include all matters
that are not historical facts. They appear in a number
of places throughout this Annual Report and include,
but are not limited to, the following: statements
regarding the intentions, beliefs or current
expectations of the Directors, the Company and the
Group concerning, among other things, the Group’s
results of operations, financial condition, liquidity,
prospects, growth, strategies and the industries in
which the Group operates.
By their nature, forward-looking statements involve
risk and uncertainty because they relate to future
events and circumstances. Forward-looking
statements are not guarantees of future performance
and the actual results of the Group’s operations,
financial condition and liquidity, and the development
of the countries and the industries in which the Group
operates may differ materially from those described
in, or suggested by, the forward-looking statements
contained in this Annual Report. In addition, even if
the results of operations, financial condition and
liquidity, and the development of the countries and
the industries in which the Group operates, are
consistent with the forward-looking statements
contained in this Annual Report, those results or
developments may not be indicative of results or
developments in subsequent periods. Many of these
factors are beyond the control of the Directors, the
Company and the Group. Should one or more of these
risks or uncertainties materialise, or should underlying
assumptions on which the forward-looking
statements are based prove incorrect, actual results
may vary materially from those described in this
Annual Report.
Except to the extent required by laws and regulations,
the Directors, the Company and the Group do not
intend, and do not assume any obligation, to update
any forward-looking statements set out in this Annual
Report.
Change of control agreements
There are no significant agreements to which the
Group is a party that take effect, alter or terminate
upon a change of control of the Group, other than:
1. The Private Placement arrangements of $80m and
€44m dated 11 May 2015, $167m and €52m dated
29 September 2016, and $225m dated 26 March
2019 and $125m and €44m dated 24 April 2019,
where a change of control of the Company gives
rise to a prepayment offer, whereby the Company
must make an offer to all holders of the Private
Placement notes to prepay the entire unpaid
principal amount of the Private Placement notes,
together with accrued interest thereon.
2. The £550m committed syndicated Revolving
Credit Facility agreement entered into on 22
January 2021 contains a change of control
provision which provides, upon the occurrence of
a change of control of the Company, for a 30-day
negotiation period with the syndicate lenders to
agree terms and conditions which are acceptable
to syndicate lenders and the Company for
continuing the facilities. If, at the end of the
negotiation period, no such agreement is
reached, the facilities agreement gives each
lender the right, but not the obligation, upon
applicable notice, to cancel their commitments
under the facilities agreement and declare their
participation in the loans then outstanding
repayable immediately, together with accrued
interest and all other amounts payable thereon.
3. The employee share schemes, details of which can
be found in note 24 of the financial statements,
and the SAYE Plan 2004, become exercisable for
a limited period following a change of control.
Awards and options under the Omnibus Plan and
the BSC Plan vest immediately on a change of
control.
4. Carried interest arrangements in respect of a
number of funds vest fully in favour of the
Company and certain of the Group’s employees
following a change of control event.
There are no agreements between the Group and its
Directors or employees providing for compensation
for loss of office or employment that occurs because
of a takeover bid apart from those described above
and the usual payment in lieu of notice.
Information included in the Strategic
Report
In accordance with section 414 C (11) of the
Companies Act 2006, the following information
otherwise required to be set out in the Directors’
Report has been included in the Strategic Report:
risk management objectives and policies (page 40);
hedging policies and exposures (page 43);
engagement with employees (page 30); and
engagement with suppliers and other stakeholders
(pages 30).
Dividend
The Directors recommend a final net ordinary
dividend payment in respect of the ordinary shares
of the Company at a rate of 53.2 pence per share
(2023: 52.2 pence per share), which when added
to the interim net dividend of 25.8 pence per share
(2023: 25.3 pence per share) gives a total net
dividend for the year of 79.0 pence per share
(2023: 77.5 pence per share). The recommendation
is subject to the approval of shareholders at the
Company’s AGM in July 2024.
The amount of ordinary dividend paid in the year was
£223.4m (2023: £236.4m).
Distributable reserves
The distributable reserves of the Parent Company
at 31 March 2024 were £514.1m (£448.5m at
31 March 2023).
Political contributions
No contributions were made during the current and
prior year for political purposes by the Company or
any of its subsidiaries.
Greenhouse gas emissions
All disclosures required by the SECR requirements
set out in the Companies Act 2006 (Strategic Report
and Directors’ Report) Regulations 2013 and the
Companies (Directors’ Report) and Limited Liability
Partnerships (Energy and Carbon Report)
Regulations 2018 have been complied with and
are detailed on page 63 which forms part of the
Directors’ Report disclosures.
Research and development activities
Details of the research and development activities
undertaken are set out in note 16.
Disclosures required under Listing Rule
9.8.4
The Group’s Employee Benefit Trust (EBT) has
lodged standing instructions to waive dividends on
shares held by it. Dividend waivers have also been
issued for shares held as treasury shares. The total
amount of dividends waived during the year ended
31 March 2024 was £6.2m.
Other than this, there are no disclosures required to
be made under UK Listing Rule 9.8.4.
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Directors’ Report continued
Compliance with climate-related disclosure requirements
The Group has complied with the requirements of LR 9.8.6R and sections 414CA and 414CB of the Companies
Act 2006 by including climate-related financial disclosures consistent with the TCFD recommendations and
recommended disclosures.
Disclosures can be found on the following pages:
Pillar
Disclosure
Page
Governance
a. Describe the Board’s oversight of climate-related risks and
opportunities
b. Describe management’s role in assessing and managing climate-
related risks and opportunities
55
Strategy
a. Describe the climate-related risks and opportunities the organization
has identified over the short, medium, and long term
b. Describe the impact of climate-related risks and opportunities on the
organization’s businesses, strategy, and financial planning climate-
related risks
c. Describe the resilience of the organisation’s strategy, taking into
consideration different climate-related scenarios, including a 2°C or
lower scenario
48
Risk management
a. Describe the organisation’s processes for identifying and assessing
climate-related risks
b. Describe the organisation’s processes for managing climate-related
risks
c. Describe how processes for identifying, assessing, and managing
climate-related risks are integrated into the organisation’s overall risk
management
57
Metrics and targets
a. Disclose the metrics used by the organisation to assess climate-
related risks and opportunities in line with its strategy and risk
management process
b. Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 GHG
emissions and the related risks
c. Describe the targets used by the organization to manage climate-
related risks and opportunities and performance against targets
60
Read more on our TCFD disclosures on pages 47 to 64
Non-UK branches
A subsidiary of the Company, Intermediate Capital
Managers Limited, operates a branch in France.
Another subsidiary of the Company, ICG Europe Sàrl,
operates a branch in Italy.
Auditor
EY were the auditor for the financial year ended
31 March 2024. A resolution for the appointment
of EY as the auditor was passed at the AGM held on
20 July 2023. Details of auditor’s remuneration for
audit and non-audit work are disclosed in note 11
to the accounts.
Further details are set out in the Audit Committee
report on page 85
Complex supplier arrangements
The Group does not use supplier financing
arrangements.
Disclosure of information to the auditor
Each of the persons who is a Director at the date of
approval of this report confirms that:
– So far as the Director is aware, there is no relevant
audit information of which the Company’s auditor
is unaware
– The Director has taken all reasonable steps that
they ought to have taken as a Director in order to
make themselves aware of any relevant audit
information and to establish that the Company’s
auditor is aware of that information
This confirmation is given and should be interpreted
in accordance with the provisions of section 418 of
the Companies Act 2006.
Post balance sheet events
Material events since the balance sheet date are
described in note 33 and form part of the Directors’
Report disclosures.
Approach to discrimination and
consideration of disabled employees
The Group is committed to creating an environment
where all its employees are treated with dignity and
respect at work and which is free from discrimination,
victimisation, harassment and bullying. Such conduct
is harmful to our employees and our business and we
seek to address any form of discrimination,
victimisation, harassment or bullying where it occurs
in the workplace. All our employees and other third
parties working for or with us, without exception,
have a duty to comply with our policies to ensure that
their colleagues are treated with dignity and respect
and wherever possible to prevent discrimination,
victimisation, harassment or bullying.
We aim to:
– ensure that all job applicants are treated fairly
and judged on criteria relevant to a vacant
position
– ensure that all employees are treated in a fair and
equitable manner which allows each individual to
reach their full potential
– ensure that decisions on recruitment, selection,
training, promotion, career management,
transfer, terms and conditions of employment
and every other aspect of employment are based
solely on objective and job-related criteria
– provide the Group with a workforce of the
highest ability which reflects the population as a
whole
– avoid any type of unlawful discrimination
– ensure all managers actively promote equal
opportunities within the Group
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Directors’ Report continued
Diversity policy
We expect our people to treat each other with dignity and respect, creating a diverse, equitable and inclusive
culture. We do not tolerate discrimination, bullying, harassment and victimisation on any ground, including age,
race, ethnic or national origin, colour, mental or physical health conditions, disability, pregnancy, gender, gender
expression, gender identity, sexual orientation, marital status or other domestic circumstances, employment
status, working hours or other flexible working arrangements, or religion or belief. ICG takes any allegations
of this nature extremely seriously and undertakes to thoroughly and fully investigate any complaints received.
The Group has adopted a DEI policy, as can be found on the Group’s website, www.icgam.com.
Board and Executive Management Diversity disclosure 2023
In our annual report covering the financial year to 31 March 2023, we disclosed the gender and ethnicity of all
members of our Board and Executive Management, but did not do so in the tabular format specified in the UK
Listing Rules. For clarity, the disclosure of those details as at 31 March 2023 is set out below in the required
tabular format. The details for 2024 are included in the tabular format on page 69.
Gender representation
Number of
Board
members
Percentage
of the Board
Number
of senior
positions on
the Board1
Number in
executive
management
Percentage
of executive
management
Men
7
58.33%
4
2
66.67%
Women
5
41.67%
0
1
33.33%
Not specified/prefer not to say
N/A
N/A
N/A
N/A
N/A
Ethnicity representation
Number of
Board
members
Percentage
of the Board
Number
of senior
positions on
the Board1
Number in
executive
management
Percentage
of executive
management
White British or other White (including
minority white groups)
11
91.67%
3
2
66.67%
Mixed/Multiple Ethnic Groups
N/A
N/A
N/A
N/A
N/A
Asian/Asian British
1
8.33%
1
1
33.33%
Black/African/Caribbean/Black British
N/A
N/A
N/A
N/A
N/A
Other ethnic group, including Arab
N/A
N/A
N/A
N/A
N/A
Not specified/ prefer not to say
N/A
N/A
N/A
N/A
N/A
1. Defined as Chair, Chief Executive Officer (‘CEO’), Chief Financial Officer (‘CFO’) or Senior Independent Director.
Employment of people with disabilities
We believe in providing equal opportunities for our
employees. The employment and retention of people
with a disability is included in this commitment, and
we will provide reasonable adjustments to enable this.
Arrangements are made as necessary to ensure
support to and full and fair consideration of job
applicants who happen to be disabled (and
employees who become disabled during their
employment) and who respond to requests to
inform the Group of any requirements.
Financial support is also provided by the Group to
support disabled employees who are unable to work,
as appropriate to local market conditions.
ICG’s firm principle is that each member of its Board
and each Committee must have the skills, experience,
knowledge and overall suitability that will enable each
Director to contribute individually, and as part of the
board team, to the effectiveness of the body on which
they sit. Subject to that overriding principle, ICG
believes that diversity of experience and approach,
including background, gender, age and geographic
provenance among Board members is of great value
when considering overall board balance in making
new appointments to the boards and its key
Committees. ICG’s priority is to ensure that the Board
continues to have strong leadership and the right mix
of skills to deliver the business strategy. Within this
context, the composition of the Board and its
Committees will necessarily vary from time to time.
Currently 40% of the Board are women.
ICG was pleased to achieve its UK Women in
Finance Charter commitment two years early in
FY22. In FY24, the Group continues to exceed its
commitment and currently 36% of senior employees
with firm-wide leadership roles in the UK are women.
ICG continues to make progress internally through
recruitment, development and retention strategies,
as well as externally through partnering with other
organisations to help make successful and fulfilling
careers in the investment industry accessible
to a wide range of people irrespective of their
ethnicity, gender, sexual orientation or socio-
economic background.
Investing in our workforce
Please see page 35 for details of our approach
to investing in and rewarding our workforce.
Acquisition of shares by EBT
Acquisitions of shares by the ICG Employee Benefit
Trust 2015 purchased during the year are as
described in note 23 to the financial statements.
Share capital and rights attaching to the
Company’s shares
As at 31 March 2024 the issued share capital of the
Company was 294,365,326 ordinary shares of 26¼p
each (including 3,733,333 shares held by the Company
as treasury shares).
Certain key matters regarding the Company’s share
capital are noted below:
– Under the Company’s Articles of Association,
any share in the Company may be issued with
such rights or restrictions, whether in regard to
dividend, voting, transfer, return of capital or
otherwise as the Company may from time to time
by ordinary resolution determine or, in the
absence of any such determination, as the Board
may determine. All shares currently in issue are
ordinary shares of 26¼p each carrying equal
rights. The Articles of Association of the
Company cannot be amended without
shareholder approval
– At a General Meeting of the Company every
member present in person or by a duly
appointed proxy has one vote on a show of
hands and on a poll one vote for each share held
– The ICG Employee Benefit Trust 2015 holds
shares which may be used to satisfy options and
awards granted under the Company’s employee
share schemes including its long-term incentive
plans. The voting rights of these shares are
exercisable by the trustees in accordance with
their fiduciary duties
– The notice of any general meeting specifies
deadlines for exercising voting rights either by
proxy or present in person in relation to
resolutions to be passed at a general meeting
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Directors’ Report continued
Share capital and rights attaching
to the Company’s shares continued
– No shareholder is, unless the Board decides
otherwise, entitled to attend or vote either
personally or by proxy at a general meeting or to
exercise any other right conferred by being
a shareholder if:
– They or any person with an interest in shares
have been sent a notice under section 793 of
the Companies Act 2006 (section 793 notice)
(which confers upon public companies the
power to require information with respect
to interests in their voting shares)
– They or any interested person have failed to
supply the Company with the information
requested within 14 days where the shares
subject to the notice (the ‘default shares’)
represent at least 0.25% of their class or in any
other case 28 days after delivery of the notice.
Where the default shares represent 0.25% of
their class, unless the Board decides
otherwise, no dividend is payable in respect
of those default shares and no transfer of any
default shares shall be registered. These
restrictions end seven days after receipt by
the Company of a notice of an approved
transfer of the shares or all the information
required by the relevant section 793 notice,
whichever is the earlier
– The Directors may refuse to register any transfer
of any share which is not a fully paid share,
although such discretion may not be exercised in a
way which the Financial Conduct Authority
regards as preventing dealings in the shares of the
relevant class or classes from taking place on an
open and proper basis. The Directors may likewise
refuse to register any transfer of a share in favour
of more than four persons jointly
– The Company is not aware of any other restrictions
on the transfer of ordinary shares in the Company
other than:
– Certain restrictions that may from time to time
be imposed by laws and regulations (for
example, insider trading laws or the UK
Takeover Code)
– Pursuant to the Listing Rules of the Financial
Conduct Authority whereby certain employees
of the Company require approval of the
Company to deal in the Company’s shares
The Company is not aware of any agreements
between shareholders that may result in restrictions
on the transfer of securities or voting rights.
At the 2023 AGM the Directors were given the power
to allot shares and grant rights to subscribe for, or
convert any security into, shares: up to an aggregate
nominal amount of £25,427,489 and, in the case of a
fully pre-emptive rights issue only, up to a total
amount of £50,845,978.
A resolution will be proposed to renew the
Company’s authority to allot further new shares at the
forthcoming AGM. In accordance with applicable
institutional guidelines, the proposed new authority
will allow the Directors to allot ordinary shares equal
to an amount of up to one-third of the Company’s
issued ordinary share capital as at 22 May 2024 plus,
in the case of a fully pre-emptive rights issue only, a
further amount of up to an additional one-third of the
Company’s issued share capital as at 22 May 2024.
The authority for Directors to allot the Company’s
shares is renewed annually and approval will be
sought at the forthcoming AGM for its renewal.
The Directors’ authority to effect purchases of
the Company’s shares on the Company’s behalf is
conferred by resolution of shareholders. At the 2023
AGM the Company was granted authority to purchase
its own shares up to an aggregate value of
approximately 10% of the issued ordinary share
capital of the Company as at 22 May 2023.
Issued share capital
During the year no shares were bought back. The
authority to effect purchases of the Company’s shares
is renewed annually and approval will be sought at the
forthcoming AGM for its renewal.
Powers and appointment of Directors
Subject to its Articles of Association and relevant
statutory law and to such direction as may be given
by the Company by special resolution, the business
of the Company is managed by the Board, who may
exercise all powers of the Company whether relating
to the management of the business or not.
The Company’s Articles of Association give power
to the Board to appoint Directors. The Articles also
require any Directors appointed by the Board to
submit themselves for election at the first AGM
following their appointment and for one-third of the
Company’s Directors to retire by rotation at each
AGM. Directors may resign or be removed by an
ordinary resolution of shareholders.
Notwithstanding the above, the Company has elected,
in accordance with the UK Corporate Governance
Code, to have all Directors reappointed on an annual
basis (other than any who have decided to retire at
the relevant AGM).
Except for Amy Schioldager who is retiring, all
Directors are standing for re-election at the upcoming
AGM on 16 July 2024. The Chair is satisfied that,
following the conclusion of the external Board
evaluation described on page 83, each of the other
Directors continues to be effective and demonstrates
commitment to their role. In the case of the Chair, the
NEDs are satisfied that he is effective and
demonstrates commitment to his role.
The issued share capital of the Company at the date
of the 2023 Annual General Meeting was 290,612,940
ordinary shares of 26¼p each (excluding 3,733,333
treasury shares held by the Company).
2024 Annual General Meeting
The AGM of the Company is scheduled to take place
at the Procession House Office of the Company on
16 July 2024 at 10:00am; the exact arrangements
for the meeting will be subject to any restrictions
on gatherings which may be in force. Details will be
contained in the Notice of Meeting, and shareholders
will be updated if arrangements change. Any
shareholder who wishes to vote by proxy or raise
a question to be answered in writing should refer to
the Notice of Meeting for instructions on how to do
so. Details of the resolutions to be proposed at the
AGM along with explanatory notes are set out in the
circular to be posted to shareholders in June 2024
convening the meeting. In line with market practice,
if votes of more than 20% of those voting are cast
against a resolution, the Company will make a
statement when announcing the results of the vote
to explain any actions it intends to take to understand
the reasons behind the vote result.
This Directors’ Report is approved by the Board and
signed on its behalf by:
Andrew Lewis
Company Secretary
27 May 2024
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Directors responsibilities
The Directors are responsible for preparing the
Annual Report and Accounts in accordance with
applicable law and regulations.
Company law requires the Directors to prepare
financial statements for each financial year. Under
that law the Directors are required to prepare the
Group and Parent Company financial statements
in accordance with UK-adopted international
accounting standards (UK-adopted IAS) and,
as regards the Parent Company financial statements,
as applied in accordance with section 408 of the
Companies Act 2006. Under company law the
Directors must not approve the accounts unless they
are satisfied that they give a true and fair view of the
state of affairs of the Company and of the profit or
loss of the Company for that period.
In preparing these financial statements, the Directors
are required to:
– Select suitable accounting policies in accordance
with IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors and then apply
them consistently
– Make judgements and accounting estimates that
are reasonable and prudent
– Present information, including accounting
policies, in a manner that provides relevant,
reliable, comparable and understandable
information
– Provide additional disclosures when compliance
with the specific requirements of UK-adopted
IAS are insufficient to enable users to
understand the impact of particular transactions,
other events and conditions on the Group and
Company financial position and financial
performance
– In respect of the Group and Parent financial
statements, state whether UK-adopted IAS have
been followed and, as regards the Parent
Company financial statements, applied in
accordance with the provisions of the
Companies Act 2006, subject to any material
departures disclosed and explained in the
financial statements
– Prepare the financial statements on a going
concern basis unless it is appropriate to presume
that the Company and/or the Group will not
continue in business
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position
of the Company and enable them to ensure that the
financial statements comply with the Companies Act
2006. They are also responsible for safeguarding
the assets of the Company and hence for taking
reasonable steps for the prevention and detection
of fraud and other irregularities.
Under applicable law and regulations, the Directors
are also responsible for preparing a Strategic Report,
Directors’ Report, Directors’ Remuneration Policy
and Corporate Governance statement that comply
with that law and those regulations. The Directors are
responsible for the maintenance and integrity of the
corporate and financial information included on the
Group’s website.
The Directors confirm, to the best of their knowledge:
– That the consolidated financial statements,
prepared in accordance with UK-adopted IAS,
give a true and fair view of the assets, liabilities,
financial position and profit or loss of the
Company and the undertakings included in the
consolidation taken as a whole
– That the Annual Report and Accounts, including
the Strategic Report and the Directors’ Report,
which together constitute the management report,
include a fair review of the development and
performance of the business and the position of
the Company and the undertakings included in the
consolidation taken as a whole, together with a
description of the principal risks and uncertainties
that they face
– That they consider that this Annual Report and
Accounts, taken as a whole, is fair, balanced and
understandable and provides the information
necessary for shareholders to assess the
Company’s and the Group’s performance,
business model and strategy.
Benoît Durteste
Chief Executive Officer and Chief Investment Officer
David Bicarregui
Chief Financial Officer
27 May 2024
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Director induction and development
Induction programme
A detailed and bespoke induction is conducted for
every new Board member in order to give them a
well-rounded view of the business and the markets
they operate in. This takes place via a series of
structured meetings over a two- to three-month
period when the relevant Director is new to the Board.
Ongoing training and development
A regular programme has been established to ensure
that all Board members remain up to date on both
business specific and general industry matters.
This is primarily done through the delivery of formal
Board presentations from business unit heads – there
is a detailed dive into one investment team’s area at
each Board meeting, while either the Board or its
Committees receive detailed and operationally
focused reviews from other areas. The Group’s
control functions also provide training on legislative
and regulatory developments, and the training
programme is supplemented by presentations
from external advisers on matters such as
takeover defence, Market Abuse Regulation matters,
sustainability considerations and external market
perceptions of the Company. In addition, the Group
monitors other external training undertaken by the
NEDs, often from leading global advisory companies.
The Executive Directors attend Board training and
have also undertaken courses on compliance and
operational matters such as anti-money laundering,
anti-bribery and corruption and information security.
Each also receives formal and ad hoc updates
on statutory and regulatory developments, and
leads presentations and other training sessions
for other employees.
Board development and evaluation
William Rucker
Chair
“Our external evaluation concluded that the
Board is seen as collegiate, respectful, inclusive and
informal. It focuses on what matters and is constructive.”
Board evaluation
The Board reviews its own performance annually,
making an assessment of the effectiveness and
performance of the Board as a whole, its Committees
and each Director. Once every three years, this
exercise is conducted as a formal external review
led by independent experts.
The results of the most recent internal review were
disclosed in full in the Annual Report for the year
ending 31 March 2023, and during the year the
Board has continued to progress the areas of
refinement identified.
From January to March 2024, an external review was
conducted by Raymond Dinkin of Consilium Board
Review, an independent consultancy (neither
Mr Dinklin or Consilium have any other connections
with the Company or any individual director). Once
completed, the results of the review were presented
to the Board and relevant actions and development
points were agreed. The lead evaluator received
briefings from the Chairman and Company Secretary
before reviewing all Board and Committee materials
from the prior year. A detailed bespoke questionnaire
was issued to each Director as well as a number of
other senior executives who regularly present to,
engage with or observe meetings of the Board or
one or more Committee. Each participant then met
privately with the evaluator to discuss the points
raised in the questionnaire. The evaluator also
attended a meeting of the Board and the Audit
Committee. A formal written report was provided
to the Board and the evaluator presented on his
findings at the May meeting.
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Director induction and development continued
Board evaluation continued
The evaluation concluded that:
a. The Board, and each of its Committees, remain
effective, and are generally improved since the last
review in 2020.
b. The governance of the Group is in line with
all applicable codes and regulations, and
its execution is strong, while the control
environment has improved.
c. The Group’s business model has continued to
evolve and the growth of the business continues
to be rapid in terms of both scale and complexity;
the Board is evolving its operations to match this.
d. The Board is managing the Group’s culture
and operational platform to navigate a balance
between retaining entrepreneurialism and
scaling its business.
e. The Board is seen as collegiate, respectful,
inclusive, and informal. It focuses on what
matters and is constructive while providing
challenge to management.
f. The Board and management have a good and
open relationship and benefit from regular
communication, but at times have a different
perspective on matters.
g. The priority for the Board in the next three years
should be to provide the building blocks for
sustaining long-term growth.
Board development and evaluation continued
In addition, the evaluation recommended a number
of points for the Board to focus on to improve its
own performance or that of its Committees. These
included the implementation of new programmes
to deepen the Board’s engagement with employees
and understanding of the Group’s culture, a
suggestion that the Board receive greater insight
and involvement in respect of ESG related matters
and specific topics for Board debate and review. In
addition, the Chair will meet with the Chair of each
Committee to refine the focus of the Committee for
the year ahead.
Board oversight of culture
The Board seeks to promote a strong and cohesive
culture for our Group where high performance, open
communication and integrity are key values. The tone
from the top aims to reinforce our shared value and
goals, and we monitor these in a number of ways,
both formally and informally. Engagement with our
employees gives key insights into the Group’s culture;
one method of achieving this is through the focus
group work done by Amy Schioldager as the
Designated NED for employee engagement. Amy
(along with other NEDs as rotating guests) meets
regularly with cross sections of employees to obtain
their view on a range of matters, and reports back on
this work to all Directors. We also regularly study the
results of employee engagement “Pulse” surveys
to obtain further insight into the culture. A number
of other monitoring tools, including investment
dashboards, risk management metrics and structured
business unit reporting, provide further insight for
the Board. This is supplemented by meetings and
discussions between various NEDs and key team
leaders within the business to obtain an ongoing
picture of our institutional culture. This year’s
external Board evaluation also considered culture
and confirmed that the Board is managing the
Group’s culture to navigate a balance between
entrepreneurialism and scaling the business; this
will continue to be a focus as we continue our
growth journey.
Dear shareholders
I am pleased to present the Committee’s report for
the year ended 31 March 2024. Separate sections on
Committee governance, Review of the year, External
audit, Internal controls and Internal audit follow.
As I reported to you last year, my focus is the effective
oversight of the system of internal controls over
financial reporting. The Committee works closely
with the Risk Committee to assess any potential
deficiencies identified, the remediation of any issues
and the disclosure requirements of the Corporate
Governance Code. During the current year we have
also considered the impact of the increased volume
and complexity of sustainability reporting, working
closely with the Risk Committee to ensure clarity
over responsibilities in this area.
The Group’s activities, combined with its ongoing
growth, have resulted in a complex operating
environment with a number of manual processes.
We were delighted to welcome David Bicarregui as
CFO during the year, and the Committee has worked
closely with him as they monitored management’s
progress in implementing new systems and
processes. This has included executing the plans
to transition to a new Enterprise Resource Planning
system during the year ending 31 March 2025. The
Committee is satisfied with the outcomes achieved.
Continued progress to an integrated, consistent
framework will deliver an enhanced control
environment and I will continue to report on
progress in future years.
In the coming year, our work will include considering
any changes required to address the new requirements
of the Corporate Governance Code and review of key
APM metrics including AUM.
ENSURING
INTEGRITY
AS WE GROW
RESPONSIBLY
We have already worked closely with management
and coordinated with the Risk Committee to update
our processes for confirming the effectiveness of
internal controls. This Committee continues to take
responsibility for ensuring ICG has an appropriate
and effective system of internal controls over
financial reporting.
This Committee plays a key role in ensuring that the
Group’s reporting is fair, balanced and understandable,
and complies with the requirements of UK-adopted
IAS. We carefully consider the content of the Annual
Report and Accounts, and other financial reports,
to ensure that we are satisfied that all requirements
are met.
The Audit Committee has continued to coordinate
with the Risk Committee and the Remuneration
Committee with the aim of effectively covering
pertinent topics in the most suitable forum.
The Committee plays a vital role in assisting the Board
in its oversight responsibilities for the integrity of
financial reporting, effectiveness of internal controls,
and assessment of quality of the assurance functions.
I would therefore be pleased to discuss the
Committee’s work with any shareholder.
Matthew Lester
Chair of the Audit Committee
27 May 2024
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Audit Committee Report
Matthew Lester
Chair of the Audit Committee
“This Committee plays a key role in ensuring the Group’s
reporting is fair, balanced and understandable.”
Committee roles and responsibilities
The Committee members have a wide range of business and financial experience, including accounting and auditing, risk
management, asset management and investment, regulation and compliance, M&A, tax and international business practices.
These skills ensure the Committee has the relevant sector competence to enable it to fulfil its terms of reference in a robust and
independent manner. In particular, Matthew Lester has considerable experience as a CFO, Chair and Audit and Risk Committee
Chair. The Board considers that he has recent and relevant financial experience.
Internal controls and internal audit
Financial operations: leadership, effectiveness
Framework of internal controls over financial reporting
Scope, planning, activities and resources of Internal Audit
Committee members
Rosemary Leith
Matthew Lester (Chair)
Rusty Nelligan1
Amy Schioldager2
Andrew Sykes
1. Retired from the Board on 31 March 2024.
2. Will retire from the Board on 16 July 2024.
Committee governance
The Committee’s terms of reference are approved and reviewed by
the Board on a regular basis, most recently in May 2024. The terms of
reference are available on the Group’s website, www.icgam.com, or
by contacting the Company Secretary.
The operations of the Committee were reviewed as part of the
external Board evaluation in March 2024; the Committee was found to
be operating effectively. For more details of this exercise, please see
page 83.
The Committee held five meetings during the year. The Committee
members attending each of the meetings can be found on page 69.
Key Management Judgement:
Alternative Performance Measures
Objective and significance
Alternative performance measures can add insight to the UK-adopted
IAS reporting and help to give shareholders a fuller understanding of
the performance of the business.
Progress
We discussed the use of alternative performance measures with the
Executive Directors and reviewed their continued appropriateness
and consistency with prior years.
Conclusion
We were satisfied that alternative performance measures, which are
widely used in the asset management industry, can provide insight
into performance from the perspective of our shareholders and other
stakeholders.
A review of the alternative performance measures was undertaken
and we were satisfied that they did not detract from UK-adopted IAS
measures and were: sufficiently defined; consistently applied; and,
where relevant, reconciled to UK-adopted IAS measures.
See KPIs on page 14 and the Finance review on page 16
1.
2.
3.
4.
5.
Governance
Committee governance
Best practice developments
People and business changes
Financial reporting
Content and integrity of annual and other periodic financial reporting
Application of Alternative Performance Measures and reconciliations
to IFRS reported financials
Annual Report presentation: fair, balanced and understandable
Accounting policies
Key accounting judgements and estimates
Going concern and viability
External audit
Appointment and remuneration of external auditors
Independence and objectivity
Audit scope, quality and effectiveness
Audit firm and leadership rotation and tender process
1. Financial and management
reporting, including key
management judgements
40%
2. Annual Report, including
fair, balanced and
understandable assessment
12.5%
3. External Audit
12.5%
4. Internal Audit
25%
5. Other
10%
How the Committee spent its time
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Audit Committee Report continued
Key Accounting Judgements
and Estimates: Consolidation of
investment structures
Objective and significance
The Group holds investments in a number of structured entities
which it manages. Judgement is required in assessing whether
these entities, and their investments, are controlled by the
Group and therefore need to be consolidated into the Group’s
financial statements.
Progress
We challenged the information analysed by management to assess
which funds, carried interest partnerships, and portfolio companies
are controlled by the Group or over which the Group exercises
significant influence.
Conclusion
We concluded that the Group controlled 21 seed investment-related
entities, 19 funds and three carried interest partnerships. The Group
exercised significant influence over 35 other entities during the
financial year. Accordingly, the controlled entities have been
consolidated into the Group’s financial statements.
Based on our inquiries of the Executive Directors and external
auditors, we concluded our policies are being properly applied in
areas such as assessing control and significant influence.
We concluded that the areas of judgement (see page 178) are
properly explained.
See note 27 to the financial statements
Key Accounting Judgements and
Estimates: Investment valuation
Objective and significance
Investments are mainly unquoted and illiquid, therefore considerable
professional judgement is required in determining their valuation.
Progress
The Committee reviewed the conclusions of the Group Valuation
Committee, carefully considering the impact of the current economic
environment on the judgement required.
The Committee inquired into the progress of ongoing asset
realisations after the year end as an indicator of the reliability of the
valuation process.
Conclusion
In our review of the financial statements we were satisfied that
sufficient disclosures had been provided on the estimates and
judgements made in determining the value of the portfolio.
See notes 5 and 9 to the financial statements and the Auditor’s
Report on pages 119 to 120
Key Accounting Judgements and
Estimates: Revenue recognition
Objective and significance
Revenue recognition involves certain estimates and judgements,
particularly in respect of the timing of recognising performance fees,
which are subject to performance conditions.
Progress
We reviewed the revenue recognition of performance fees and
investment income to confirm that the treatments were consistent
with the Group’s accounting policies.
Conclusion
The Committee concluded that revenue has been properly
recognised in the financial statements.
See note 3 to the financial statements and the Auditor’s Report
on page 121
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Audit Committee Report continued
In addition to the significant matters detailed on pages 86 and 87 the
Committee maintained a rolling agenda of items for its review including
auditor independence and external audit effectiveness, internal audit,
capital strategy, risk and treasury management capabilities, financial
and management reporting (including any changes to the Group’s
accounting policies), accounting developments, relevant people
changes, the going concern concept of accounting (see pages 77
and 133, the viability statement (see page 46), the Auditor’s Report
(see page 117), the Auditor’s management letter and the fair, balanced
and understandable assessment of the Annual Report. No issues of
significance arose.
External audit
The Group complies with the UK Corporate Governance Code, the FRC
Guidance on Audit Committees and the EU Regulation on Audit Reform.
In addition, we comply with all aspects of the Competition and Markets
Authority Statutory Audit Services Order.
Appointment and rotation
The Group’s policy is to submit the external audit to tender every
10 years, as a fair balance between the costs and disruption of a tender
and the benefits of a potential fresh pair of eyes and challenge, and for
the external audit firm to be rotated at least every 20 years. EY were first
appointed pursuant to a tender process for the financial year ended
31 March 2021. The next tender must be completed for the financial year
ended 31 March 2031.
Execution, quality and effectiveness
The Committee discusses and agrees the scope of the audit prior
to its commencement.
The Committee reviews with EY the risks of material misstatement of the
financial statements and confirms a shared understanding of these risks.
While planning the audit, EY sets out the key tests that they perform on
the higher-risk areas, and the Committee provides input on areas that it
wants to receive particular attention.
The Committee Chair meets the lead audit partner to review Group
developments and audit progress. The Committee also discusses with
EY, prior to recommendation of the financial statements to the Board, the
audit findings, including audit differences, and observations on internal
controls, operations and resources. This includes discussions in private
sessions without the Executive Directors present.
In assessing the quality and effectiveness of the external audit, the
Committee considers the audit team’s demonstrated competence,
experience, diligence, objectivity, professional scepticism, current
knowledge and its relationship with the Executive Directors and senior
management. In particular, the Committee assesses the depth of review
and level of challenge provided by the external auditors over the
significant judgements and estimates made by management.
The Committee observed healthy debate initiated by EY, and received
high-quality reports with detailed information on the scope and results of
their work, including challenge to management judgements, estimates
and assumptions. The Committee gained valuable insight from EY on the
nature of operations underlying the Group’s production of financial
information, and received a current assessment of internal controls over
financial reporting, to the extent observed as a by-product of their audit
of the consolidated financial statements.
The overall assessment of audit quality includes an annual evaluation
of the independence and objectivity of the external auditor and the
effectiveness of the audit process, taking into consideration relevant
professional and regulatory requirements. This assessment is based in
part on results of observation, inquiry and challenge, throughout the
year, as well as periodic reflection and input collected separately from
Committee members, Executive Directors and other relevant senior
management. The annual evaluation of EY was undertaken by the
Committee in September 2023.
In addition to the annual evaluation and regular review of reports and the
working practices of the EY audit team, the Committee undertakes an
ongoing assessment of external audit quality and effectiveness including,
but not limited to, the following:
– The content of EY’s annual Transparency Report which sets out their
commitment to audit quality and governance
– Insights arising from the Audit Quality Review team (AQRt) of the
Financial Reporting Council’s annual audit of a sample of EY’s audits.
Following discussion with EY, insofar as any issues might be applicable,
the Committee determines that EY has proper and adequate
procedures in place for the audit
– The formal terms of engagement with the auditor, and the audit fee.
The Committee determined that the Group audit fee of £2.1m (2023:
£2.2m) appropriately reflected the scope and complexity of the work
undertaken by EY
On the basis of this review and our ongoing interactions and
observations, the Committee remains confident in EY’s work and
the Committee are satisfied that the audit is probing, challenging
and effective and that the approach provides a reliable audit opinion
with a reasonable expectation of detecting material errors, irregularities
and fraud.
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Audit Committee Report continued
Non-audit services
The Board has an established policy setting out what non-audit services
can be purchased from the firm appointed as external auditors. A copy of
the policy can be found on the Group’s website, www.icgam.com. The
Committee monitors non-audit services provided to the Group by EY
to ensure there is no impairment to their independence or objectivity.
During the year, the Group paid £0.3m (2023: £0.3m) to EY for the
provision of corporate non-audit services. Of these fees, £0.2m (2023:
£0.3m) is in respect of services in their capacity as auditor. The ratio of
non-audit services to 70% of audit fees on a three-year rolling basis was
0.16:1 (2023: 0.15:1). A detailed analysis of fees paid by the Group to EY
is shown in note 11 on page 153.
During the year the Committee were advised that EY had identified a
non-audit service related to the year ended 31 March 2022, approved by
the Audit Committee, was prohibited under the FRC’s Ethical Standard.
The Committee was satisfied that the provision of this service did not
impair the Auditor’s independence (see page 117).
The Committee is satisfied that the services provided do not impair
the independence of the external auditors.
Internal controls
Risk management and internal control matters are the responsibility
of the Group’s Risk Committee. Its report is set out on page 90.
The Group has an established control framework, designed to manage
but not eliminate risks and provide reasonable but not absolute
assurance against material losses or misstatements. Further detail
is provided in the Risk Committee report on page 90.
Effectiveness of controls
The Committee reviews the effectiveness of the financial control
environment, including controls over our financial reporting and the
preparation of financial information included in the Annual Report, taking
into consideration the reports from internal audit, any areas where there
has been a reported breach of an internal control and input from external
sources, in particular the auditors.
The Committee works closely with the Risk Committee to review the
system of internal controls through its review of the system of internal
controls over financial reporting (see page 90).
The Committee reviews the operation of the finance function to ensure it
is sufficiently resourced and has the appropriate processes and controls
over financial reporting to fulfil its duties.
Internal audit
The Group has an internal audit function led by an experienced Head of
Internal Audit, reporting to the Chair of the Audit Committee. The Head
of Internal Audit has access to external service providers with specialised
skills, to augment internal resources as needed.
Approach
In conformity with the Financial Services Code (Guidance on effective
internal audit in the financial services sector), a risk-based planning
process is performed annually. This includes consideration of business
objectives and a focus on those risks identified as being most likely
to impact delivery of the Group’s strategy.
The resulting plan is reviewed and approved by the Committee, with
regular updates provided. This is kept under constant review, with
any significant changes recommended to the Committee for approval.
The Group has a number of regulated entities that have specific
requirements for internal audit activities. These requirements are
taken into account in the planning process and, as appropriate, relevant
reports on audit scope and findings are shared with the Boards of the
regulated subsidiaries.
Execution
The Committee considered and approved the updated internal audit
strategy and plan for financial years 2024 and 2025. Updates on delivery
of this plan, together with related status of remedial actions, are reported
at each meeting of the Committee.
During the year, in accordance with the plan, 22 risk-based reviews
were completed, responded to by management and reviewed by the
Committee. We pay particular attention to identified themes across the
business, relative importance and relationship of findings, recommended
and agreed remedial actions, and compliance with timescales for
resolution and follow-up.
The Committee is satisfied that delivery of the approved internal audit
strategy and plan is providing timely and appropriate assurance on the
controls in place to feasibly manage the principal risks to the Group.
Effectiveness and independence
The Committee monitors the effectiveness of Internal Audit within
the context of the function’s charter and stakeholder expectations.
The Committee will periodically request an independent part to perform
and external quality assessment of Internal Audit.
In the current period, the Committee concluded that the Internal Audit
function is operating effectively, at the present level of operations.
We continue to monitor resourcing in view of regulatory development
and business growth.
The Committee also reviewed the independence of the Internal Audit
function and concluded that it remained so.
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Audit Committee Report continued
SAFEGUARDING
VALUE
SUSTAINABLE
GROWTH
Dear shareholders
I am pleased to present the Committee’s report
for the year ended 31 March 2024.
The Committee’s purpose is to support the
Group’s Board in providing oversight and challenge
of the Group’s risk management processes and the
internal control framework to ensure that we meet
the expectations of our shareholders, regulators,
and clients.
The Committee monitors the Group’s risks on an
on-going basis to ensure they are managed within
the risk appetite set by the Board.
Using the information and assessments obtained from
regular top-down and bottom-up reviews, alongside
the evaluation of the Group’s principal risk exposures,
the Committee creates an effective framework for
overseeing risks across the Group. The Committee
works closely with senior management to oversee the
ongoing improvement and refinement of the Group’s
internal controls in order that they remain effective
for future growth. This has included the transition
to a new Governance, Risk and Compliance System
for FY25.
As a Committee we have closely monitored changes in
the increasingly volatile macroeconomic environment
and worked closely with management to monitor the
potential impact on our investment strategies, clients,
and portfolio companies, as well as the broader
markets. The Group has proven expertise in
navigating complex and uncertain market conditions,
with our business model providing a high degree of
stability through economic cycles.
The Committee has and continues to review the
potential impacts of geopolitical events on the risk
profile of the Group. The Group has not identified any
material financial or operational exposures to current
geopolitical events, however the Committee
continues to monitor the complex and evolving
global geopolitical landscape closely.
The Risk Committee has continued its coordination
with the Audit Committee and the Remuneration
Committee, aiming to effectively cover pertinent
topics in the most suitable forum.
Looking ahead to the next financial year, it is
anticipated that the Committee will continue to
monitor the impacts and associated risks arising from
the regulatory landscape, climate change and other
sustainability-related matters, with a particular focus
on consideration of emerging risks. The Group will
continue to develop its cyber risk framework to
ensure that the Group maintains robust procedures
and controls that effectively mitigate cyber-related
risks, this will include focusing on emerging Artificial
Intelligence threats. There will also continue to be a
focus on the continued evolution of the wider risk
and control environment.
The Committee will continue to ensure that we are
adopting a proactive response to the challenges,
risks, and opportunities for the Group and our wider
stakeholders.
I would be pleased to discuss the Committee’s work
with any shareholder.
Rosemary Leith
Chair of the Risk Committee
27 May 2024
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Risk Committee Report
Rosemary Leith
Chair of the Risk Committee
“Our commitment to robust risk management,
embedded within a strong control culture,
fuels our long-term growth and value creation.”
Committee roles and responsibilities
The role of the Committee is to support the Board in identifying and managing risk, complying with regulations, and promoting good conduct.
Principal and emerging risks
Identification and management of principal risks
Risk appetite and tolerances
Identification and monitoring of emerging risks
Governance
Committee governance
Oversight of risk and compliance policies
Best practice and governance code developments
Risk management framework
Effectiveness of risk management systems
The operational resilience of the Group and assessment
of the Group’s control environment
Risk function resourcing
Regulatory risks
Impact and implementation of regulatory change
Internal capital and risk assessment (ICARA)
Compliance function resourcing
Committee members
Rosemary Leith (Chair)
Rusty Nelligan1
Virginia Holmes
Amy Schioldager2
Matthew Lester
1. Retired from the Board on 31 March 2024.
2. Will retire from the Board on 16 July 2024.
How the Committee spent its time
Committee governance
The Committee’s terms of reference are approved and reviewed by
the Board on a regular basis, most recently in May 2024. The terms of
reference are available on the Group’s website, www.icgam.com, or
by contacting the Company Secretary.
The operations of the Committee were reviewed as part of the
external Board evaluation in March 2024; the Committee was found
to be operating effectively. For more details of this exercise, please
see page 83.
The Committee held four meetings during the year. The Committee
members attending each of the meetings can be found on page 69.
Governance of risk
The Committee is mandated by the Board to encourage, and seek to
safeguard, high standards of risk management and effective internal
controls across the Group.
Monitoring the effectiveness of controls
The Risk Committee is provided with several risk reports, which it uses to
review the Group’s risk management framework on an ongoing basis and
works closely with the Audit Committee to review the system of internal
controls. The reports enable the Committees to develop a cumulative
assessment and understanding of the effectiveness with which internal
controls are being managed and risks are being mitigated by
management across the Group.
As part of their review, the Committees consider whether the processes
in place are sufficient to identify all material controls, defined as those
critical to the management of the principal risks of the business, including
the risk of fraud. Additional reporting on the effectiveness of material
controls is provided to the Risk Committee and the Audit Committee on
an annual basis to support the review of the effectiveness the Group’s
risk management and internal control systems.
The Committee confirms that it has undertaken a robust assessment
of the emerging and principal risks. The Committee reviewed the
effectiveness of the Group’s risk management and internal control
system and confirm that no significant failings or weaknesses have
been identified.
1.
2.
3.
4.
5.
1.
Principal and emerging risks identification and management,
including monitoring of risk appetite metrics
40%
2.
Internal Capital Adequacy and Risk Assessment
25%
3. Assessment of the Group’s control environment
15%
4. Oversight of risk and compliance function initiatives
10%
5.
Other
10%
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Risk Committee Report continued
Summary of meetings in the year
The Committee held four meetings during the year. In the ordinary course
of business, the Committee receives a report from the Head of Risk
providing an assessment of each principal risk versus appetite, key risk
events, key emerging risks, actions taken or being taken to manage the
risks, and ongoing activity to enhance and develop the Group’s RMF; and
from the Global Head of Compliance and Risk on global compliance and
implementation of relevant regulatory developments.
Over the course of the year the Committee considered and discussed the
following significant matters:
– The Group’s 2023 ICARA, on which the Committee carried out a
detailed review and was satisfied that the operational risk and financial
stress scenarios were appropriately calibrated and also stressed the
particular vulnerabilities of the Group. The Committee’s assessment
was informed by a review of the ICARA by external consultants, which
encompassed evolving regulatory expectations and industry practice.
– The annual Information Technology and Cyber update received
from the Group’s Cyber Security Lead, which covered the cyber
security standards, security protection tools, ongoing detection,
and monitoring of threats, and testing of cyber response and
recovery procedures.
– The results of an external assurance review conducted in relation to
the Group’s Cyber and Cloud Infrastructure. The review concluded
that there were no material gaps in the coverage provided by the
Group’s three external audit programmes with respect to Cloud
hosting and data confidentiality however some minor enhancements
were recommended.
– An update on the Group’s outsourced service providers with
the Committee satisfied with the approach taken by the business.
– An update on the Group’s legal entity structures and
governance processes.
– The continued efforts to enhance the Group’s annual Material Controls
Assessment, and Fraud Risk Assessment. The Committee discussed
with the Head of Risk the positive work undertaken to increase the
scope and assurance coverage of these important risk processes,
which it considers will ensure the ongoing improvement of the
Group’s control environment.
Other matters considered
In addition to the significant matters addressed above, the Committee
maintained a rolling agenda of items for its review, including the
adequacy of resourcing in the Compliance and Risk functions, updates
on key policies and a review of the annual Whistleblowing report, annual
Compliance plan, annual policy review and the Money Laundering
Officer’s report. The Committee meets privately with both the Head
of Risk and the Global Head of Compliance and Risk on an annual basis.
Internal Audit, Risk and Compliance monitoring
Internal Audit, Risk and Compliance work closely together to ensure
appropriate coverage of the Group’s activities.
The Committee supported the Audit Committee in its oversight of
the internal audit programme (see page 89), which is risk-based. It is
designed to permit changes to the programme in the light of changed
circumstances. In conjunction with the Audit Committee, the Committee
reviews the proposed compliance monitoring to be undertaken during
the following fiscal year and at each of its subsequent meetings receives
any relevant output.
Where there is a perceived overlap of responsibilities between the
Audit and Risk Committees, the respective Committee Chairs will have
the discretion to agree the most appropriate Committee to fulfil any
obligation. During the year the Committee ensured that appropriate
monitoring was undertaken. No significant matters of concern
were identified.
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Risk Committee Report continued
Dear shareholders
I am pleased to present the Nominations and
Governance Committee report for the financial year
ending 31 March 2024.
Good governance requires the appropriate
balance of skills, diversity of thought and experience,
independence and knowledge, making the work of the
Nominations and Governance Committee a key part of
our oversight and effectiveness.
The Committee’s main focus during the year
was in respect of the search for a further NED to be
appointed to the Board. The Committee has discussed
the composition of the Board on a number of occasions
and concluded that while the Board remained well
balanced and of an appropriate size and diverse
skillset, one or more further NED appointments are
to be made to ensure adequate long-term succession
planning and to enhance the diversity of the Board
while expanding and diversifying its current skillset.
During the year, we initiated a process to search for
appropriate candidates to enhance the diversity of the
Board. This search is ongoing. We are also mindful of
the need to appoint a female director to a senior role
on the Board; although there has not yet been a
suitable candidate when these roles were open,
this will be an important consideration the next time
one of these roles is vacant.
The Committee has also continued to monitor
feedback received from employees gained through
focus group sessions led by Amy Schioldager, the NED
responsible for liaising with employees in order to gain
insight into the culture of the Company; we introduced
a new process whereby other NEDs would also sit in
on these meetings to hear employee views. Employee
views are always important to Committee and Board
discussions, and I look forward to hearing more
insight from her as we work together in the coming
years. In March, the Board received the results of a
comprehensive DEI review looking at both our internal
and external-facing activity conducted by a specialist
INVESTING
IN OUR PEOPLE
consultant.
The DEI landscape continues to evolve at pace, and
insights from the review are helping us to address our
ongoing strategic ambitions in this space, with our DEI
policy and Board Diversity policy having both been
refreshed during the year.
During the year, the Committee also heard from
management on the results of a detailed exercise on
executive succession planning for key individuals and
ensuring development and training opportunities for
our key talent. NEDs have worked closely with the
Chief People and External Affairs Officer with a focus
on developing our employees, particular emphasis has
been placed on enhancing bench strength across the
organisation, including the development of targeted
development programmes for leadership, newly
promoted individuals and emerging future leaders.
ICG is a people business and developing and retaining
our talent is crucial in helping to deliver the Group’s
strategic objectives.
The output from the recent external Board evaluations
is always front of mind for the Committee as we
continue to consider the composition and cohesion
of our Board in the context of our business and
strategy. These results help to shape our thinking
as we continue to plan for long-term succession
for our Board.
I would be pleased to respond to any shareholder
questions about the Committee’s work either at the
AGM or otherwise.
William Rucker
Chair of the Nominations and Governance Committee
27 May 2024
William Rucker
Chair of the Nominations and
Governance Committee
“The Nominations and Governance Committee
is a key part of our oversight and effectiveness.”
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Nominations and Governance Committee Report
Committee governance
The Committee’s terms of reference are approved and
reviewed by the Board on a regular basis, most recently
in May 2024.
The terms of reference are available on the Group’s
website, www.icgam.com, or by contacting the
Company Secretary.
The operations of the Committee were reviewed as part of
the external Board evaluation conducted In March 2024;
the Committee was found to be operating effectively.
For more details of this exercise, please see page 83.
The Committee held four meetings during the year.
The Committee members attending each of the meetings
can be found on page 69.
How the Committee spent its time
1.
2.
3.
4.
Committee roles and responsibilities
The role of the Committee is to oversee the membership of the Board to ensure a balance of skills, diversity and experience
among the Directors, and to oversee senior management succession planning and the governance practices and processes
of the Group. A sub-committee of the Committee also provides oversight of, and strategic views in respect of, the making of
carried interest investment by the Group’s employees in funds managed by the Group.
Culture, diversity and inclusion
Employee engagement and development
Board and senior employee diversity considerations
Succession planning
NED, Executive and senior management succession planning
Talent development
Director skills and experience
Director induction
Director training
Appointments
NED appointments
Board composition
Committee members
William Rucker (Chair)
Virginia Holmes
Matthew Lester
Andrew Sykes
Stephen Welton
Summary of meetings in the year
The Committee considered and discussed the following significant matters:
– Whether it may be appropriate to appoint further NEDs to the Board to supplement the
existing skill-sets of the Board and to assist with long-term succession planning. It was
concluded that an appointment should be made, and a search was launched.
– The Committee considered succession plans for the Board and senior management across
the short, medium and long term relative to the Company’s purpose, strategy and values,
taking into account its DEI policy and the current skill-set of the Board, with a view to
ensuring a diverse pipeline of talent.
– The search for, and appointment of, a further NED.
– The Committee held a joint session with the Board to hear the results of a DEI review
conducted by an embedded specialist over several months considering all aspects of
DEI across the Group. This review made a number of recommendations of how the
Group can refine and enhance its DEI programme, as well as recommending a new Board
Diversity Policy and targets for representation of women and ethnic minorities in senior
management, all of which were adopted.
– A detailed review of succession planning in respect of senior positions, including each
Executive Director and other key leadership personnel.
– The employee engagement NED, Amy Schioldager, provided insights on the culture of the
Group and other feedback from the ongoing informal engagement programme. This was
based on her engagement during the year with several groups and included the views of a
wide range of employees drawn from a number of the different geographies in which the
Group is active. She has regularly met employees virtually or in person in groups of 10-12
and sought their views on a range of issues; more details are provided on page 68.
Diversity
The Board updated its Board Diversity policy in March 2024 (which applies to the Board and
its key committees) and this can be found at https://www.icgam.com/wp-content/
uploads/2024/03/Board-Diversity-Policy-March-2024.pdf. This emphasised the importance
of diversity of all types at Board level. At the Company’s chosen reference date, 31 March
2024, and in line with FCA Listing Rule 9.8.6(9), ICG confirms that it has met the target of
having at least 40% female membership on the Board. We are aware that we do not currently
meet the recommendations of the Parker Review and the Listing Rules in respect of the
ethnic diversity of Board members, and also that we have not yet appointed a female director
to be Chair, SID, CEO or CFO. We anticipate that we will make an appointment shortly of
a new NED who will increase the ethnic diversity of our Board, and will include gender
diversity as a crucial consideration in considering all appointments to senior Board roles.
Gender and ethnicity data relating to the Board was collected using a standardised
process managed by the Company Secretary. Each Board member was requested to
disclose information on a confidential and voluntary basis, through which the individual
self-reports their ethnicity and gender identity (if they wish to).
Other matters considered
The Committee also conducted a review of the size and composition of the Board and
its Committees, the skillset of all Directors, their ongoing training and development
and the independence of NEDs. Subject to the recruitment mentioned above, no
concerns were raised.
1.
Assessing board/committee composition
30%
2.
Search progress
50%
3. Consideration of directors for reappointment
10%
4. Employee engagement
10%
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Nominations and Governance Committee Report continued
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Contents
95
Letter from the Committee Chair
98
Remuneration at a glance
100
Annual report on remuneration
110
Governance of remuneration
111
Directors’ remuneration policy
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Remuneration Committee Report
Dear shareholders
I am pleased to present the Committee’s Report (the
Report) for the year ended 31 March 2024.
The Report comprises three parts:
– This introductory statement, which explains the key
decisions made by the Committee during, and in
respect of, FY24;
– The Annual Report on Remuneration for FY24.
This details the performance and remuneration
outcomes, and the governance process. Together
with my introductory statement and the ‘at a glance
section’, it is subject to the usual advisory vote at
the AGM; and
– The Directors’ Remuneration Policy (the Policy) for
the FY24 - FY26 period, which was approved at the
July 2023 AGM.
Directors’ Remuneration Policy and
shareholder consultation
Having undertaken a thorough review of the Policy
for the triennial vote at the AGM in July 2023 and
consulted extensively with shareholders, our Directors’
Remuneration Policy received overwhelming backing
with 90.06% of votes in favour. We are grateful to our
shareholders and voting agencies for their time,
consideration and valuable input.
Last year’s Directors’ Remuneration Report also
received very substantial support, with 83.96% of
votes cast in favour. We are pleased that these results
indicate strong and continued support from our
shareholders for the Policy and its implementation.
Under the newly implemented Policy, the CEO/CIO’s
base salary, which had not increased substantively
over a six-year period, and as a result had become far
removed from companies similar to ICG in scale and
complexity, is being repositioned on a phased basis
over three steps as follows: to £500k for FY24
(already implemented); to £615k for FY25; and to
£750k for FY26. The Policy also re-positions the
base salary for the CPEAO, recognising the breadth
and impact of this role, in two steps as follows:
to £467,500 for FY24 (already implemented)
and to £500,000 in FY25.
For the CFO role and CPEAO role, total variable pay
maximum is expressed as a multiple of base salary
rather than a monetary amount; multiple of salary is
the norm for other UK-listed companies. The multiples
approved in the Policy were 4x base salary for the
CFO role and 3.5x base salary for the CPEAO role,
which are in line with the effective multiple that
applied for the CFOO and CPEAO roles when the
Policy was last approved by shareholders in 2020.
For the CEO/CIO, the approved Policy retains the
current variable pay maximum of £6m for the Policy
period FY24-26, but transitions to express this as a
multiple of base salary from the start of FY26 once the
phased base salary increases, described above, have
been completed. The planned increases will take the
base salary to £750k for FY26. Therefore, the total
variable pay maximum is expressed as 8x base salary
(i.e. £6m) for FY26.
Deferral levels remain unchanged at a minimum
of 70% of total variable pay. Levels of pension
allowance are set at 12.5% in line with the majority
of the workforce.
We shall continue to monitor the effectiveness
of the Policy in enabling ICG to compete effectively
for talent and support the business strategy.
We may need to reconsider the question of variable
remuneration level for outstanding performance
in the future.
Further details of our Policy can be found on page 111.
I would be pleased to respond to any shareholder
questions about the Committee’s work either at the
AGM or otherwise.
Virginia Holmes
Chair of the Remuneration Committee
“The role of the Committee is to support the Board in
developing and implementing the remuneration policy,
ensuring alignment with shareholders and Company
strategy, identifying and managing risk, complying with
regulations, and promoting good conduct.”
DRIVING
PERFORMANCE
AND CONTINUED
SUPPORT
Corporate Governance Code remuneration requirements
Our remuneration policies and practices comply with the remuneration
requirements of the Corporate Governance Code, including in the
following areas:
Strategic rationale and remuneration levels
Remuneration policy and practice within ICG are designed to support the
strategy of the business, with a clear emphasis on sustainable, profitable
growth. The variable pay structure for Executive Directors, as approved
in the Policy for the FY24-26 period, is simple, with a single performance
scorecard containing clear financial and non-financial KPIs. The
scorecard drives a single variable pay award of which at least 70% is
deferred into ICG shares, vesting over a five-year period to promote
long-term alignment. Executive Directors also have in-service and
post-exit shareholding requirements. The policy aligns to our company
culture of recognising and rewarding performance and delivering
outstanding annual and long-term value for stakeholders.
Each Executive Director has a target and maximum variable pay
level, providing clear remuneration levels based on performance.
The quantum of total remuneration at ‘threshold’, ‘target’ and
‘stretch’ performance levels is set appropriately and proportionately
to ensure that the quantum of total remuneration at each level
corresponds with performance.
Payment of variable pay is also subject to maintaining robust risk and
compliance controls, reinforced by malus and clawback provisions,
with key ‘triggers’ as set out in the Directors’ Remuneration Policy.
The Committee also considers, prior to each year’s award, whether
discretion should be exercised to take account of wider performance
or other relevant factors.
Engagement with shareholders and the workforce
The Committee closely monitors shareholder guidance and feedback on
remuneration. Shareholder voting on AGM remuneration resolutions is
reviewed annually, and major shareholders are directly consulted each
year if they have indicated any disagreement with ICG’s remuneration
policy or practices. During annual engagement meetings, major
shareholders have the opportunity to provide feedback to the Board
and Remuneration Committee on ICG’s remuneration approach.
There are a number of existing channels of communication with
employees regarding ICG’s remuneration policies, including executive
remuneration and its alignment with wider company pay policy. Our
company-wide employee engagement survey, which during this financial
year was conducted in July, enables colleagues, on a confidential basis,
to provide feedback on a full range of employment issues. The NED
responsible for employee engagement also holds a number of formal and
informal sessions with employees during the year in individual and group
forums across various locations. During these sessions employees are
invited to provide feedback and comments on any issues of importance
to them, including remuneration policies.
The Committee also receives regular feedback on how employees
perceive the Group’s remuneration policies and practices, and how these
have influenced recruitment, retention and motivation of colleagues. This
information is used by the Committee in its monitoring and development
of remuneration policies.
Variable pay: a focus on long-term performance and leadership
Our remuneration approach encourages and reflects sustained,
long-term performance, which aligns our executives with the interests
of our shareholders. We make a single variable pay award each year to
Executive Directors, based on a balanced scorecard of key performance
indicators (KPIs) and funded from our capped Group variable pay pool
(the Annual Award Pool – ‘AAP’).
The AAP is funded from the cash profits which the Group realises from
its fund management business and its investments. It is capped at 30%
of realised profits, annualised over a five-year period. Furthermore, for
Executive Directors, at least 70% of the variable pay award is deferred
over five years into shares, with vesting in three equal tranches after the
third, fourth and fifth anniversaries of award. Prior to setting targets for
FY24, the Committee again completed a review of the quantitative KPIs
and refined the deliverables for the qualitative KPIs to ensure both were
appropriately stretching and linked to strategic priorities. The KPIs were
tested robustly and continue to be fully aligned with shareholders’ goals
and our Group’s Strategic Objectives of growing AUM, investing
selectively, and managing portfolios to maximise value.
The KPIs reflect the Group’s long-term strategic goals and near-term
operational priorities against the backdrop of the Group’s continued
evolution and the excellent progress in scale and diversification, as well
as leadership on Diversity, Equity & Inclusion and Sustainability. They also
reflect our position in the alternative investment industry as a leader in
sustainable, inclusive business practices.
Each Executive Director has a target variable pay level and a maximum
cap, the latter payable for outstanding performance only, relative to
the annual targets set in the context of the evolution of the firm and
its market environment. The Committee also liaises closely with both
the Audit and Risk Committees to ensure that risk and audit matters
are taken into account in determining the remuneration levels for the
Executive Directors.
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Remuneration Committee Report continued
Business performance and remuneration for FY24
Against the backdrop of a complex and dynamic economic landscape
and growing geopolitical and economic uncertainty, we are proud that
business performance in the year ended 31 March 2024 continues to be
very strong. ICG raised $15.3bn annualised over three years in new funds
– the second highest fundraising year in the history of the firm (and
exceeding the three-year stretch KPI target by $1.3bn). The FMC (Fund
Management Company) operating margin was 57.4%, an excellent result
especially given the investments the Group continues to make in its
platform as it delivers on its growth strategy. And despite the pressures
on deployment and exits across our industry, realised portfolio returns
were 19.9%, strengthening our relationship with clients and laying the
ground for future fundraises.
We have a long-standing policy of awarding variable pay across the
workforce of not more than 30% of PICP (pre-incentive cash profits),
measured on a five-year rolling basis. The Committee determined that
£118.8m should be awarded to eligible employees under the AAP for
the year ended 31 March 2024, compared with £110m in the prior year.
This is the result of continued strong individual and corporate
performance and also takes into account an increase in bonus-eligible
staff of 11.2% year-on-year. Awards are made in the form of cash bonuses,
deferred ICG share awards, and Deal Vintage Bonus (DVB) awards. DVB
awards are a long-term incentive rewarding certain investment staff,
excluding Executive Directors, for intra-year capital deployment.
The Committee has allocated 22.6% of PICP to the AAP on a five-year
cumulative rolling percentage basis, which is 7.4 percentage points
below the maximum 30% permitted under the Policy. This Policy provides
a focus on long-term performance and only takes account of cash profits,
thus aligning with shareholders’ interests fully. It also allows us to even
out some of the potential volatility in remuneration, where appropriate,
and this, as well as the use of our Business Growth Pool (BGP), provides
capacity to continue to develop the business through market cycles.
In addition to the AAP, and in accordance with the Policy, the Committee
allocated £8.64m to the BGP to fund incentive awards during the year
for teams developing new investment strategies which have not yet
completed a fundraise. These include our Life Sciences, Infrastructure
Equity Asia-Pacific, Real Estate Equity in both Europe and Asia-Pacific,
LP Secondaries and US Mid-Market strategies. This pool excludes
Executive Directors. This year’s BGP award compares with £10.9m
awarded in the prior year.
Executive Director variable remuneration for FY24
The total remuneration for the year for each Executive Director
is shown in the table on page 104.
The variable pay awards reflect the very strong and continued
performance across the Executive Director KPIs, as detailed in full in
this Report. The targets and stretch levels for each KPI were set at a
demanding level – especially in the more challenging fundraising and
investment environment of FY24.
Consequently, the Committee made variable pay awards of £5,856,000,
£1,627,3291 and £1,596,980 respectively, to the CEO/CIO, CFO and
CPEAO this year.
80% of the CEO’s variable pay award and 70% of the CFO’s and CPEAO’s
variable pay awards were deferred into ICG PLC shares vesting in equal
tranches on the third, fourth and fifth anniversaries of award.
Board changes
As previously announced, Vijay Bharadia stepped down from the Board
and his role of CFOO at the July 2023 AGM. His 12-month notice period
commenced on the date of the announcement (21 February 2023) and he
received contractual payment in lieu of notice paid in monthly instalments
for the remainder of his 12-month period. The remuneration delivered
upon departure was fully detailed in the FY23 Directors’ Remuneration
Report and the figures detailed in this report are for the period served
as Director during this financial year only. He did not receive a variable
pay award in respect of his work in FY24.
David Bicarregui joined ICG as CFO-elect in April 2023 and was elected
to the Board at the July 2023 AGM.
Kathryn Purves stepped down from the Board and her role of Risk
Committee Chair on 1 April 2023, with Rosemary Leith appointed as
Risk Committee Chair from that date. In addition, Rusty Nelligan stepped
down from the Board on 31 March 2024 and Amy Schioldager will step
down from the Board on 16 July 2024. Full details of the Board Chair
and Non-Executive Director fee rates are included in the report.
NED fees
The Committee approved an increase to the Board Chair fee from £375k
to £400k from FY25, noting no increase in the fee since appointment in
January 2023 and taking into consideration benchmarking data of
companies with median market capitalisation broadly in line with ICG.
The Board has considered fees for the other NED roles and approved an
increase to the SID fee from £15.5k to £20k for FY25 based on relevant
benchmarking data for companies similar to ICG.
Total Shareholder Return (TSR)
ICG has continued to deliver exceptional TSR performance. For the ten
years to 31 March 2024, TSR was 640% versus 74% for the FTSE All
Share Index.
Conclusion
Our Policy provides a clear, simple and predictable remuneration model,
which helps drive and sustain the achievement of our corporate strategy
as well as a prudent approach to risk. The implementation of that Policy in
FY24 demonstrates a clear link to the performance of the Company, and
alignment to the interests of our shareholders.
I hope you will provide your support for the Directors’ Remuneration
Report for FY24. On behalf of the Remuneration Committee, I would like
to thank all of our shareholders for their continued support.
Virginia Holmes
Chair of the Remuneration Committee
27 May 2024
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Remuneration Committee Report continued
1. The variable compensation reported for the CFO is for the period of the FY24 year
subsequent to the CFO’s election to the Board at the July 2023 AGM. The variable
compensation for the period prior to this election was earned on the same basis and
same deferral arrangements as a Board Director.
Executive Remuneration Framework and Policy Summary for FY24
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Remuneration at a glance
Purpose and link to strategy
Operation
Maximum opportunity
Outcomes for FY24
Business performance
Profit Before Tax
£530.8m
(2023: £251.0m)
Assets under Management2
$98.4bn
(2023: $80.2bn)
Ordinary Dividend per Share
79.0p
(2023: 77.5p)
ICG PLC
Equity award
Pension
Total variable
pay award
Benefits
Base Salary
Normally reviewed annually with any changes
generally applying from the start of the
financial year
In considering increases, the Committee
assesses the range of salary increases applying
across the Group, and local market levels
For FY25, the CEO’s salary is increased by 23%
to £615,000 as outlined in the introduction to
this Report. The CPEAO’s salary is increased
by 6.95% to £500,000. Both these increases
were detailed in our shareholder-approved
policy. The current CFO’s salary remains
unchanged.
Appropriate to recruit and retain Executive
Directors to deliver the strategic objectives
of the Group
Benefits currently receivable by Executive
Directors include life assurance, private
medical insurance and income protection
Provision and level of benefits are
competitive and appropriate in the
context of the local market
There have been no changes to the Executive
Directors’ benefits provision this year
Appropriate to recruit and retain Executive
Directors to deliver the strategic objectives
of the Group
All Executive Directors are entitled to a pension
allowance payable each month at the same time
as their salary
A pension allowance of no more than the
level available to the majority of the Group’s
workforce in the relevant location is provided
The Executive Directors’ pension allowances
have not changed this year and are set no
higher than the majority of the Group’s
workforce at 12.5%
Appropriate to recruit and retain Executive
Directors to deliver the strategic objectives
of the Group
The total variable pay award consists of the
Cash Bonus Award and ICG PLC Equity
Award (see below)
Max variable pay awards to Executive Directors
are £6m for the CEO/CIO, 4 x base salary for
the CFO and 3.5 x base salary for the CPEAO
Variable pay awards for the CEO, CFO and
CPEAO were £5.86m, £1.63m1 and £1.60m
respectively. 80% of the CEO’s award and
70% of the awards for the other Executive
Directors were deferred into shares, vesting
over five years
Appropriate to recruit and retain Executive
Directors to deliver the strategic objectives
of the Group
Rewards achievement of business KPIs,
cash profits and employing sound risk and
business management
At least 70% of an Executive Director’s total
variable pay award shall be delivered in ICG
PLC Equity Shares that normally vest by one
third in each of the third, fourth and fifth
years following the year of grant
See details above in relation to the overall
annual variable award
80% of the CEO’s variable pay award and 70%
of the CFO’s and CPEAO’s variable pay awards
were deferred into ICG PLC shares
Aligns the interests of Executive Directors
with those of shareholders
1. The variable compensation reported for the CFO is for
the period of the FY24 year subsequent to the CFO’s
election to the Board at the July 2023 AGM. The variable
compensation for the period prior to election was earned
on the same basis and same deferral arrangements as a
Board Director.
2. During the year, the Group updated its AUM measurement
policy, see page 16.
Five-year AAP overview
We have a long-standing policy of awarding variable pay across the workforce of not more than 30% of PICP measured on a five-year cumulative rolling basis. The Committee has determined that £118.8m should be awarded
to eligible employees under the AAP for the year ended 31 March 2024, compared with £110m in the prior year. This brings the five year-rolling total to 22.6% of PICP, significantly below the 30% limit.
FY20
FY21
FY22
FY23
FY24
Cumulative
Percentage of PICP over five years rolling
22.2
23.6
24.4
22.6
22.6
22.6
Spend on incentives (£m)
70.8
87.2
115.9
109.9
118.8
502.6
Number of employees
408
470
525
582
637
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Remuneration at a glance continued
KPI performance outcomes
Qualitative KPIs (% of max)
Link to strategic
objective
Threshold
On-target
Out-
performance FY24 Outcome
Strategic Development
94%
Culture, DEI and Sustainability
94%
Operating Platform & Risk Management
90%
Quantitative KPIs
Link to strategic
objective
Threshold
On-target
Out-
performance FY24 Outcome
Fundraising (three-year annualised)
$12.3bn
$13.1bn
$14bn
$15.3bn
Realised Portfolio Returns
5%
7%
9%
19.9%
FMC Operating Margin
45%
47%
51%
57.4%
Net Gearing
N/A
<0.75x
0.38x
Benoît Durteste
Fixed pay only
Award
Maximum
Target
572
572
572
572
1,171
1,200
720
4,685
4,800
2,880
572
6,428
6,572
4,172
David Bicarregui1
Fixed pay only
Award
Maximum
Target
476
476
476
476
488
501
251
1,139
1,170
585
476
2,102
2,147
1,312
Antje Hensel-Roth
Fixed pay only
Award
Maximum
Target
539
539
539
539
479
491
245
1,118
1,145
573
539
2,136
2,175
1,357
Fixed pay
Cash Bonus Award
ICG PLC Equity
FY24 Total remuneration (actual vs target) £k
Strategic alignment
Grow AUM Invest Manage and Realise
1. The variable compensation reported for the CFO is for the period of the FY24 performance year subsequent to the CFO’s election
to the Board at the July 2023 AGM. The variable compensation earned for the period prior to election was earned on the same basis
and same deferral arrangements as a Board Director.
Strategic alignment
Grow AUM Invest selectively Manage portfolios to maximise value
1. The on-target variable pay levels are 60% of maximum for the CEO and 50% of maximum for the CFO and CPEAO. 25% of maximum is payable for threshold performance, and 100% of maximum for performance at stretch level or above.
2. The Board did not set threshold and stretch targets for net gearing but a target of <0.75x, which was met.
Annual report on remuneration
Awards in respect of annual performance1
Quantitative KPIs
Link to strategic
objective
Threshold
On-target
Out-
performance
FY24 Outcome
CEO
weighting
CFO
weighting
CPEAO
weighting
Fundraising (three-year annualised)
$12.3bn
$13.1bn
$14bn
$15.3bn
27.5%
20%
27.5%
Realised Portfolio Returns
5%
7%
9%
19.9%
15%
10%
10%
FMC Operating Margin
45%
47%
51%
57.4%
20%
27.5%
25%
Net Gearing2
N/A
<0.75x
0.38x
2.5%
7.5%
2.5%
Qualitative KPIs (% of max)
Link to strategic
objective
Threshold
On-target
Out-
performance
FY24 Outcome
CEO
weighting
CFO
weighting
CPEAO
weighting
Strategic Development
94%
15%
10%
15%
Culture, DEI and Sustainability
94%
12.5%
12.5%
12.5%
Operating Platform & Risk Management
90%
7.5%
12.5%
7.5%
Executive Director performance
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Executive Director performance continued
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Performance achieved this year
Investment performance, which forms the basis
of future fundraising, growth of fee income and
therefore FMC profitability, continues to be
exceptional, putting ICG in a strong position for
continued success. Realised Portfolio Returns
reached 19.9% vs. 18.7% last year.
The investment teams have effectively exited virtually
all eligible transactions and returned material capital
to LPs. Importantly, in the increasingly critical DPI
measure of distributions vs. invested capital, all our
relevant funds are in the top decile relative to peers
for our LPs. Against the backdrop of peers struggling
with exits and transaction volumes, this has continued
to materially enhance ICG’s reputation for delivering
for LPs, laying the ground for strong fundraising in
the future.
3. Operating Margin
How performance is measured
The Committee set the FY24 FMC Operating
Margin KPI thresholds as follows:
– Threshold held at 45%;
– On-target held at 47%; and
– Stretch increased from 50% to 51%
At the outset of FY24, the Committee set stretching targets across all KPIs, commensurate with the continued growth and success of ICG. Market conditions continue to be challenging across both fundraising and
dealmaking and results amongst the competitor group of listed and unlisted peers have been mixed as a result. Against this backdrop, ICG has had another excellent year relative to market expectations and relative
to many peers – solidifying further its position as a leader in fundraising and deal excellence as well as running a disciplined platform with high margins.
After a very hard push over another challenging year, stretch targets for the financial KPIs have been exceeded and performance against quantitative KPIs, which we note are set to be both challenging and
measurable, has been equally strong.
1. Fundraising
How performance is measured
Given the accelerated guidance to the market in
2022 of US$40bn over three years with a minimum
of US$7bn in any given year, we have increased the
targets for our fundraising KPI over the past two
years as follows:
– The threshold target was raised from $6bn
annualised in FY22 to $12.4bn in FY23 and $12.3bn
in FY24;
– The on-target was raised from $8bn annualised in
FY22 to $13.2bn in FY23 and $13.1bn in FY24; and
– The stretch target was raised by more than 20%
from $11.5bn annualised in FY22 to $14bn in FY23
and FY24.
Performance achieved this year
ICG has exceeded its annualised target of $13.1bn by
17%, reaching $15.3bn annualised over three years
and $13.0bn intra-year. This exceeds the Executive
Director KPI stretch target by $1.3bn /9.3%.
This very strong performance was achieved against
the backdrop of this being the lowest Private Debt
fundraising year in Europe since 2016 (down 23%
yoy), Private Equity being down 5%, Real Estate down
38% and Infrastructure down 35% (source: Preqin).
LPs’ risk-off considerations in light of macroeconomic
and geopolitical uncertainties, returned capital
at a low given constraints to deal flow and a high
saturation of funds competing for capital are all
well documented.
Our flagship strategies have performed very
well in fundraising and, of note, so have our younger
strategies, European Mid-Market II raised $1.2bn in
FY24 and our nascent LP Secondaries business was
over-subscribed and closed at a hard cap of $1bn –
a rare achievement in this environment in which most
first-time funds have floundered, underlining ICG’s
success in both product and fundraising strategy.
2. Realised Portfolio Returns
How performance is measured
Realised Portfolio Returns measure the realised
weighted investment returns in aggregate relative
to the weighted average performance hurdle, which
differs depending on the underlying investment
strategy. As there is no recognised benchmark
for the full suite of ICG’s investment strategies,
the Committee has opted for this measure as a clear
expression of performance relative to the targets we
agree with our clients for each investment strategy.
Despite the more difficult market context this year, the
Committee increased last year’s levels for threshold,
target and stretch for FY24. Threshold for this year
was set at 5% (up from 4%), on-target at 7% (up from
previously 5.2%, which is the weighted average
investment performance hurdle in aggregate
across all funds) and the stretch target at 9%,
up from 7% last year.
Performance achieved this year
We consider these to be highly stretching, both
relative to the wider UK market and our global
competitors with a similar asset and fee base as well
as given the continued need to invest in what is a
high-growth business. Based on strong fundraising,
significant revenue growth and a disciplined
approach to cost management, the outperformance
target was significantly exceeded with an FMC
operating margin of 57.4%.
4. Net Gearing
How performance is measured and
performance achieved this year
The Committee has retained this KPI at <0.75x
for FY24. Net gearing as at the end of the fiscal
year was 0.38x, demonstrating prudent balance
sheet management.
Financial KPIs:
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Executive Director performance continued
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5. Strategic Development
How performance is measured
Key elements of ICG’s strategic evolution as a
market-leading alternative investment firm include
the refinement of our positioning through selective
diversification and growth; enhancing our presence
in key geographies and distribution channels; and
furthering our bench strength capabilities across all
areas of the firm. This year, the Committee has set an
additional focus on managing deteriorating market
conditions and future-proofing fundraising capabilities.
Performance achieved this year
As expected, subdued market conditions have
persisted for another year and are likely to continue
well into FY25. Against this, ICG has concluded
another successful year, well surpassing its
fundraising guidance and achieving its second
highest fundraising outcome in the history of the firm
despite LPs remaining cautious and a lack of exits
limiting their ability to commit.
Despite LP preference for re-ups, ICG managed to
further grow the investor base by almost 10% and
flagship strategies have performed very well, with
SDP V the first ICG fund to exceed $12bn in assets.
Newer strategies have shown exceptional strength in
a difficult market, excelling in both fundraising as well
as deployment from external capital as well as the
balance sheet, thereby laying the foundations for
continued growth across a well-diversified, resilient
product base.
Comprehensive strategic work was done on channel
penetration in Wealth, creating an actionable, pragmatic
go-to-market approach, with a focus on the US. 11% of
total fundraising in the year came from Wealth clients,
laying the foundations for further growth.
DEI reporting and external visibility continue to be
positively reviewed and the extent of our disclosures
has contributed to high external rankings as well as
our employer brand. To raise awareness, seven
external and almost 60 internal online campaigns
were conducted.
Hiring of under-represented groups continues to
be a focus: women accounted for 39% of new hires
globally and ethnic minorities made up 38% of hires
in the UK (the only geography in which this dimension
is currently consistently measurable). ICG continues
to fulfil its commitment to the Women in Finance
Charter with 37% of UK senior management being
female (global: 29%). Ethnic minority representation
overall in the UK continues to outstrip underlying
demographics.1
Promotion outcomes for women and ethnic minority
staff have progressed overall and in all business units,
despite deliberately not having formal targets in place
- this reflects the quality of and support given to these
groups as part of our wider culture:
• 17% of all women (ex EAs) globally vs. 11% of all
men were promoted
• Ethnic minorities represented 25% of UK
promotions vs. 52% white colleagues and 23%
not specified
• 11% of all ethnic minority colleagues were
promoted this year vs. 10% of all white colleagues
and 27% of those note specified
DEI network events are numerous and very well
attended, c. 50 over the year, including panel
discussions focused on Women, Social Mobility,
Ethnicity and Inclusion, and our flagship LGBT
event in London which spans external parties
as well as ICG participants.
1. 63% identify as white, 27% as from an ethnic minority,
10% do not specify.
Non-Financial KPIs:
Performance achieved this year
Culture
Engagement continues to be strong: our internal
communication platform has an 82% participation rate
across the firm and page views are up 78%; several
staff roundtables were held with NEDs to share views
with the Board; and our engagement pulse survey
showed continuously good scores, in particular for
Goal Setting, Management Support, Accomplishment
and DEI. Over 1,700 individual feedback comments
were received, providing rich data and underscoring
staff’s desire to contribute to the firm-wide dialogue.
We were especially pleased with the high uptake
of cross-team charity work and network initiatives
which have now developed into a vital pillar of
engagement globally.
Employee networks play an integral part in ICG’s
culture and its success in integrating DEI fully and
deeply in the firm. They are very well supported,
visibly showcased and events are numerous and
well-attended. This is complemented by a top-down
approach which holds leaders at all levels to account
culturally, financially and in career terms for their DEI
efforts and outcomes.
Opportunities to participate financially in the
success of the firm continue to be well received
across both Sharesave (42% participation) and
our fund co-investment programme is open to all
permanent employees.
DEI
ICG was delighted to be ranked #1 globally for the
second year in a row by Honordex, measuring DEI
efforts and transparency in the Private Equity industry,
with a score of 89/100 (up 3% vs. last year).
ICG’s employer brand continues to strengthen further
and some excellent additions have been made to
teams at all levels as well as existing hires made in the
last couple of years making a difference even more
fully over this year.
Bench strength continues to be a critical component
of strategic planning. Succession planning has
continued to make headway, with significant progress
made on external hires who are settling well into their
new roles, as well as, increasingly, internal step-up
candidates coming into their own. We have seen
successful succession outcomes in the European
Corporate team, SDP, Real Estate, US CFM and MCR.
Comprehensive talent development programmes are
now fully embedded. Pro-active engagement with
external talent continues across all business units,
with a view to selectively taking advantage of
changing market conditions.
The Group also followed through on extensive
watching briefs for critical investment roles and
external benchmarking of future leaders, building
pipeline for the near- as well as mid-and long-term.
6. Culture, DEI and Sustainability
How performance is measured
ICG’s culture, inclusive environment and commitment to
sustainability form key building blocks of our success.
We set stretching targets to cement our position as a
DEI leader within the alternative investment industry
and uphold the significant progress made on diversity,
including: having at least 30% of senior leadership roles
held by women; further enhancing an environment in
which inclusion thrives through employee engagement
programmes; an impactful CSR agenda; as well as
further establishing ICG as a leader in sustainability
within our industry and making progress on the
implementation of Science-based Targets.
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Executive Director performance continued
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Curated, fund-level ESG reporting is now being
produced for clients in all active funds. In fund
financing, ICG achieved the maximum possible
downward ratchet for the Europe VIII facility and
a new facility was negotiated for the Mid-Market II
Fund with substantive sustainability KPIs.
Charity
ICG’s strategic focus on improving access to
the alternative investment industry for under-
represented groups continues to be reflected in
its CSR programme. The Committee was especially
pleased to see this focus continue in FY24, and
CSR having evolved into a key pillar of employee
engagement, run both top-down and bottom-up.
In total, ICG donated £2.6m globally in the year.
This included completing the third leg of a
three-year commitment to deploy £3.75m on strategic
partnerships to tackle social mobility: 4,800 young
people were directly supported and even more
reached indirectly through supported programmes
with The Access Project, UpReach and SEO.
In addition, through its #MillionMeals initiative, ICG
donated £555k to provide 1.1 million free meals to
individuals and families in need in the UK, continental
Europe, the US and Asia-Pacific, supported by over
130 staff volunteers who gave their time.
These initiatives were complemented by grass-roots
efforts for local charities in local offices, individual
donation matching and other ad hoc donations such
as £150k to the Red Cross appeal for Israel and Gaza.
ICG commissioned and published its first externally
validated impact measurement report to reflect on
the achievements of its existing programmes and
inform decision-making on the next phase of
charitable giving.
Executive Director remuneration
In considering the awards to be made to the Executive
Directors, the Committee took into account overall
performance as a leadership team as well as their
individual contributions to the overall performance in
relation to the quantitative and qualitative objectives.
Having considered his delivery across the range of
KPIs, the Committee made a total variable pay award
to Benoît Durteste of £5,856,000, comprising an
annual Cash Bonus Award of £1,171,200 and a
deferred PLC Equity Award of £4,684,800, reflecting
his performance relative to the KPIs and targets set
in his dual role as CEO and CIO of the Group.
For David Bicarregui, the Committee made a total
variable pay award of £1,627,329. This comprises
an annual Cash Bonus Award of £488,199 and a
deferred PLC Equity Award of £1,139,1301.
For Antje Hensel-Roth, the Committee determined
that an award of £1,596,980 was appropriate,
comprising an annual Cash Bonus Award of £479,094
and a deferred PLC Equity Award of £1,117,886.
Although Vijay Bharadia continued to perform the
CFOO role during the period from 1 April 2023 to the
AGM on 20 July 2023, he did not receive variable pay
in respect of this period.
Sustainability
Excellent progress has been made in further
cementing ICG’s position as a Sustainability leader,
and we were delighted to further upscale and
enhance the team under excellent leadership.
Progress towards Science-based Targets:
ICG now has 16 companies with SBTi-validated
targets as at 31 March 2024, up from 6 in December
2022, representing 47% of Relevant Investments, and
26% of Invested Capital. An additional six companies,
representing 18% of Relevant Investments and 38%
of Invested Capital, are awaiting validation.
Thought leadership:
ICG maintained its leadership role in industry
initiatives, joining the global Steering Committee of
the iCI, the Private Debt Advisory Committee to the
PRI, as well as numerous other roles in market-leading
industry groups. Awards this year have included: Real
Deals’ ESG Large Cap House of the Year, FT’s Climate
Leader, and BVCA Excellence in ESG Special
Recognition.
Transparency and disclosures:
ICG has retained top ratings by third-party agencies
and frameworks, including UN PRI scores and
membership in the Dow Jones Sustainability Europe
Index. It maintained its MSCI industry leader rating of
AAA; its CDP Climate Change Leadership score of A-;
its FTSE4Good Index membership for the 6th
consecutive year; and signatory status to the UK
Stewardship Code. ICG’s approach to sustainability
reporting is following best-in-class guidance, with
positive reviews for regulatory compliance and a
market-leading approach.
Investments and financing:
ICG’s new, bespoke materiality tool has significantly
enhanced pre-investment assessment capabilities.
7. Operating Platform and Risk Management
How performance is measured
One of the critical performance indicators for
our successful growth is continuously refining our
operating platform as a driver for scale and excellence
while ensuring that we maintain very high standards
for our risk management and control environment.
Performance achieved this year
Efficiency and Scalability
To future-proof and scale its operational
infrastructure efficiently, ICG has rapidly built up
its hub in India through an outsourcing partnership
as well as strategic in-house teams in Warsaw.
This has significantly enhanced efficiency in Finance
and Operations, as well as increased output for data,
analytics and reporting. In parallel, upskilling across
corporate functions continues at pace.
Overall, complexity is being reduced and processes
simplified across fund accounting, legal operational
client services. Technology has notably improved
through transformation in Finance as well as
Operations, Risk, Compliance and Legal tracking.
Risk Management
Control functions were further enhanced in line with
the firm’s growth and complexity, while also reducing
complexity in entity structures, Pillar 2 and EU
marketing branches.
A new technology and workflow system was rolled
out to facilitate tighter RCSA processes, owned by
1st, 2nd and 3rd lines of defence.
No material control breakdowns during FY24 were
noted by Risk, Compliance or Internal Audit.
1. The variable compensation reported for the CFO is for the period
of the FY24 year subsequent to the CFO’s election to the Board at
the July 2023 AGM. The variable compensation for the period prior
to this election was earned on the same basis and same deferral
arrangements as a Board Director.
Non-Financial KPIs: continued
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Single total figure of remuneration table (audited)
The following table shows a single total figure of remuneration in respect of qualifying services for the financial year ended 31 March 2024 for each Executive Director who served during the year, together with comparative
figures for the previous financial year:
Executive Directors
Salaries
£000
Benefits2
£000
Pension
allowance
£000
Fixed
remuneration
£000
Short-term
incentives,
available
as cash3
£000
Total
emoluments
£000
Short-term
incentives,
deferred4
£000
Total variable
remuneration
£000
Total
remuneration
£000
Long-term
Incentives5,6
vested from
prior years
(legacy awards)
£000
Single total
figure of
remuneration
£000
Benoît Durteste
2024
500.0
16.1
56.1
572.2
1,171.2
1,743.4
4,684.8
5,856.0
6,428.2
180.3
6,608.5
2023
410.0
14.8
45.3
470.1
1,170.0
1,640.1
4,680.0
5,850.0
6,320.1
947.5
7,267.6
David Bicarregui1
2024
417.7
11.5
46.7
475.9
488.2
964.1
1,139.1
1,627.3
2,103.3
0.0
2,103.3
2023
–
–
–
–
–
–
–
–
–
–
–
Vijay Bharadia
2024
158
11.4
14.3
183.7
0.0
183.7
0.0
0.0
183.7
0.0
183.7
2023
520
16.6
45.9
582.5
570
1,152.5
1,330.0
1,900.0
2,482.5
0.0
2,482.5
Antje Hensel-Roth
2024
467.5
18.5
52.6
538.6
479.1
1,017.7
1,117.9
1,597.0
2,135.6
0.0
2,135.6
2023
442.0
15.8
48.8
506.6
427.5
934.1
997.5
1,425.0
1,931.6
0.0
1,931.6
See page 107 for details of payments to NEDs.
1. The variable compensation reported for the CFO is for the period of the FY24 performance year subsequent to the CFO’s election to the Board at the July 2023 AGM. The variable compensation earned for the period prior to election was earned on the same basis and same
deferral arrangements as a Board Director.
2. Each Executive Director’s benefits include medical insurance, life insurance and income protection for the year ended 31 March 2024.
3. This represents the Cash Bonus Award element of the variable remuneration.
4. This represents the ICG PLC Equity Awards made for the year ended 31 March 2024 and deferred over five years vesting in years three, four and five following award.
5. The long-term incentive amounts are legacy award payments received during the year in respect of Deal Vintage Bonus and shadow carry. These awards were made in prior years and are no longer available to Executive Directors. FY12, FY14, FY15, FY16 and FY17 Deal Vintage
Bonus awards were distributed in FY24.
6. Share price movements do not have any impact on the value of long-term incentives vesting during the current year (legacy awards).
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Performance graph of Total Shareholder Return (ten years)
The graph below shows a comparison between the Group’s total shareholder return (TSR) performance and
the TSR for the FTSE All Share index. The graph compares the value at 31 March 2014 of £100 invested in
Intermediate Capital Group plc with the FTSE All Share Index over the subsequent ten years. This index has
been chosen to give a comparison with the average returns that shareholders could have received by investing
in a range of other UK-listed companies. The TSR for the Company during this period has been 640%,
compared to 74% for the Index.
Total shareholder return
Relative importance of spend on pay
The table below illustrates the relative importance of spend on pay compared with other disbursements from
profit (namely distributions to shareholders) for the financial year under review and the previous financial year.
Year ended
31 March 2023
Year ended
31 March 2024
Percentage
change
Ordinary dividend paid (£m)
236.4
223.4
(5.5%)
Permanent headcount at year end
582
637
9.5%
Employee costs (£m)
256.7
294.3
14.6%
Directors’ interests in shares (audited)
The Directors and their connected persons held the following interests in shares of the Company:
As at 31 March 2024
Directors
Shares held
outright as at 31
March 2023
Shares held
outright as at 31
March 2024
Unvested ICG PLC
Equity Award/DSA
Unvested or
unexercised SAYE
options
Shareholding
requirement
met?
Benoît Durteste
1,367,310
1,569,416
1,357,413
Nil
Yes
David Bicarregui
N/A
12,500
Nil
Nil
Build-up period
Vijay Bharadia
39,170
56,032
304,903
Nil
Yes
Antje Hensel-Roth
10,071
9,826
194,022
1,719
Yes
William Rucker
7,000
7,000
N/A
N/A
N/A
Virginia Holmes
10,000
10,000
N/A
N/A
N/A
Rosemary Leith
1,705
1,705
N/A
N/A
N/A
Matthew Lester
4,863
4,863
N/A
N/A
N/A
Rusty Nelligan
180,000
180,000
N/A
N/A
N/A
Amy Schioldager
30,000
30,000
N/A
N/A
N/A
Andrew Sykes
20,000
20,000
N/A
N/A
N/A
Stephen Welton
60,000
60,000
N/A
N/A
N/A
Under the Directors’ Remuneration policy, the CEO is required to hold shares amounting to 300% of his annual
salary and the other Executive Directors are each required to hold shares amounting to 200% of their annual
salary, at the share price prevailing on 31 March 2024 with a build-up period for new Executive Directors. David
Bicarregui is still within this build-up period. There are no set shareholding requirements for NEDs, although all
are encouraged to purchase a holding to align themselves with shareholders.
As at 27 May 2024, there were no changes in the Directors’ share interests from the figures set out
in the tables above.
800
FY14
FY15
FY16
FY17
FY18
FY19
FY20
FY21
FY22
FY23
FY24
700
600
500
400
300
200
100
0
Intermediate Capital Group
FTSE All Share
Total remuneration of the Chief Executive Officer
The table below details the total remuneration of the CEO for the past ten years. The amounts are presented on
the basis of the Single Total Figure of Remuneration Table (see page 104) and include some deferred
compensation awarded in previous years but reported in the year received.
£000
Financial year
Total
remuneration
Percentage of maximum
opportunity of short-term
incentives awarded
Percentage of maximum
opportunity of long-term
incentives awarded
Benoît Durteste
2024
6,608
97.6%
N/A
2023
7,268
97.5%
N/A
2022
7,851
98.0%
N/A
2021
7,530
95.0%
N/A
2020
5,886
84.0%
N/A
2019
9,526
87.0%
N/A
20181
3,412
77.0%
N/A
Christophe Evain
20181
183
–%
N/A
2017
6,888
102.0%
160.0%
2016
4,295
76.0%
98.0%
2015
5,103
80.0%
98.0%
1. The amounts above have been pro-rated to reflect the transition of the CEO role from Christophe Evain to Benoît Durteste on 25 July 2017.
A comparison of the change of pay of the CEO and the other Directors to that of all employees of the Group is
shown on page 107.
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Total pension entitlements (audited)
No Executive Director had a prospective entitlement to a defined benefit pension by reason of
qualifying services.
Executive Directors’ co-investment in third-party funds
Fund investors expect the CEO/CIO to co-invest in funds to demonstrate his alignment, and as such he
has made significant personal commitments from his own resources to 33 of the Group’s closed-end
strategies. At times, other Executive Directors may also make co-investments from their own resources
to demonstrate alignment.
Carried interest on third-party funds
Certain professionals (including the Executive Directors) are expected to invest in carried interest
arrangements under which a portion of the carried interest in respect of certain managed funds is available
for allocation to those providing services to the funds. Individuals who participate in such arrangements
pay full market value for the interests at the time of acquisition. Carried interest on third-party funds is an
investment required by third-party fund clients to drive alignment and is not remuneration for services
provided to the Group.
The current standard framework with third-party fund investors, which reflects industry standards in the UK
and globally, meant that Executive Director carried interest commitments in the year ended 31 March 2024 have
ranged between 0% and 15% per relevant fund. Further details of the funds managed by the Group (including an
indication of those funds which have carried interest arrangements required by fund investors) can be found in
the Data pack .
Scheme interests awarded during the financial year (audited)
The following table provides the details of scheme interests awarded to the Executive Directors during
the year ended 31 March 2024:
Director
Award
Award date
Face value
at grant
(£000)
Number of
shares awarded
Benoît Durteste
ICG PLC Equity Awards
25 May 2023
4,680.0
350,456
David Bicarregui
ICG PLC Equity Awards
N/A
N/A
N/A
Vijay Bharadia
ICG PLC Equity Awards
25 May 2023
1,330.0
99,595
Antje Hensel-Roth
ICG PLC Equity Awards
25 May 2023
997.5
74,696
On 25 May 2023, ICG PLC Equity awards were granted to Executive Directors who had served in the year ended
31 March 2023 in relation to their performance in that year. 80% of the variable pay awarded to Benoît Durteste
and 70% of the variable pay awarded to Antje Hensel-Roth in respect of that year was granted in the form of ICG
PLC Equity. Awards vest in tranches of one-third at the end of the third, fourth and fifth years following the year
of grant. As awards are made on the basis of PICP generated and performance achieved, there are no further
performance conditions. The share price on the date of award of ICG PLC Equity Awards was £13.354.
This was the middle market quotation for the five dealing days prior to 25 May 2023.
CEO pay ratio
The table below compares the CEO’s single total remuneration figure for FY24 to the remuneration of the
Group’s UK workforce as at 31 March 2024.
Director
Method
25th percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
2024
Option A
48:1
29:1
18:1
2023
Option A
56:1
34:1
20:1
2022
Option A
66:1
42:1
21:1
Our ratio is lower than many FTSE companies due to a consistent remuneration approach. The median pay ratio
has decreased from 34:1 to 29:1.
Consistent with our calculation methodology in prior years, employee pay is calculated on the basis of the CEO
single figure, which is ‘Option A’ under the reporting requirements. Of the three possible methodologies which
companies can adopt (Options A, B or C) we have chosen Option A which we consider the most robust. Option
A requires the Group to calculate the pay and benefits of all its UK employees for the relevant financial year in
order to identify the total remuneration at the 25th percentile, at the median and at the 75th percentile.
Employee pay data are based on full-time equivalent pay for UK employees as at 31 March 2024, in line with the
CEO single figure methodology. In calculating these ratios, we have annualised any part-time employees or new
joiners to a full-time equivalent (where relevant).
Director
Employee at
25th percentile
Median
Employee
Employee at
75th percentile
Salary
£85,000
£116,250
£167,250
Total pay and benefits
£136,321
£227,452
£370,880
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Percentage change in remuneration of Directors
The table below details how changes to the Directors’ pay compare with the change in the average pay across all employees of the Group. Each figure is a percentage change of the values between the previous financial year and
the financial year under review. The total permanent workforce has been selected as the comparator for salaries and fees and short-term incentives. The comparison of the increase in taxable benefits has been made for UK
permanent employees only as their remuneration packages are most directly comparable to that of the Chief Executive.
Percentage change
FY21
FY22
FY23
FY24
Salaries/
fees
Taxable
benefits
Short-term
incentives
Salaries/
fees
Taxable
benefits
Short-term
incentives
Salaries/
fees
Taxable
benefits1
Short-term
incentives
Salaries/
fees1
Taxable
benefits3
Short-term
incentives4
Benoît Durteste
0%
1.7%
22.9%
0.0%
-9.5%
3.2%
4.1%
20.4%
-0.5%
22.0%
0.5%
0.1%
David Bicarregui
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Vijay Bharadia2
0%
52.3%
23%
0.0%
26.7%
15.0%
4.0%
6.3%
3.3%
-69.6%
-72%
-100%
Antje Hensel-Roth
N/A
N/A
N/A
0.0%
26.7%
22.7%
4.0%
6.3%
5.6%
5.8%
0.8%
12.1%
William Rucker
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
486.9%
N/A
N/A
Andrew Sykes
0%
N/A
N/A
0.0%
N/A
N/A
119.6%
N/A
N/A
-58.7%
N/A
N/A
Virginia Holmes
0%
N/A
N/A
4.1%
N/A
N/A
5.9%
N/A
N/A
0%
N/A
N/A
Rosemary Leith
N/A
N/A
N/A
N/A
N/A
N/A
12.7%
N/A
N/A
18.1%
N/A
N/A
Matthew Lester
N/A
N/A
N/A
N/A
N/A
N/A
15.2%
N/A
N/A
3.4%
N/A
N/A
Rusty Nelligan
0%
N/A
N/A
4.1%
N/A
N/A
-4.7%
N/A
N/A
-3.7%
N/A
N/A
Amy Schioldager
0%
N/A
N/A
0.0%
N/A
N/A
2.8%
N/A
N/A
0%
N/A
N/A
Stephen Welton
0%
N/A
N/A
0.0%
N/A
N/A
1.9%
N/A
N/A
0%
N/A
N/A
All employees
1.6%
27.4%
4.1%
4.3%
5.6%
18.8%
6.5%
12.5%
3.9%
4.5%
-1.2%
-5%
1. The year-on-year changes in fees for the NEDs reflects the movements in roles, in addition to any increase in underlying fee rates, and pro-rations for joiners/leavers during the financial year. Further details can be found in the Fees paid to NEDs table below.
2. Details for Vijay Bharadia included up to the date he stepped down from the Board.
3. Excludes taxable business expenses for the Directors and all employees.
4. The changes in short-term incentives for employees arise from changes in workforce composition.
Fees paid to NEDs (audited)4,5
In the financial year under review, NEDs’ fees were as follows as shown below. The NEDs did not receive any other remuneration:
Non Executive Directors
Date appointed
Board membership
fees
£000
Board and
Committee Chair fees
£000
Senior Independent
Director fee
£000
Audit
Committee
£000
Remuneration
Committee
£000
Risk
Committee
£000
Total for year
ended 2023
£000
Total for year
ended 2024
£000
William Rucker1
January 2023
375
63.9
375
Andrew Sykes
March 2018
76.5
15.5
14
14
290.5
120
Virginia Holmes
March 2017
76.5
30
14
120.5
120.5
Rosemary Leith2
February 2021
76.5
30
14
14
113.9
134.5
Matthew Lester
April 2021
76.5
30
14
116.5
120.5
Rusty Nelligan
September 2016
76.5
14
14
108.5
104.5
Amy Schioldager
January 2018
76.5
20.53
14
14
125
125
Stephen Welton
September 2017
76.5
14
90.5
90.5
1. The Board Chair does not receive a fee in respect of his membership of the Remuneration Committee.
2. Rosemary Leith was appointed as Chair of the Risk Committee effective 1 April 2023 following Kathryn Purves stepping down from the Board effective 1 April 2023.
3. This fee relates to Amy Schioldager’s role as Board Director of Employee Engagement.
4. For the year ended 31 March 2024, there were £5,855 of taxable expenses paid to the NEDs.
5. NEDs do not have contracts of service and are not eligible to join the designated Group pension plan or receive payment for loss of office. All NEDs have a three-month notice period, are re-elected annually and were last re-elected in July 2023.
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Benchmarking
Remuneration awards are benchmarked against the following peers in the major jurisdictions where
the Group operates:
– Listed and unlisted alternative asset managers;
– Listed and unlisted asset managers;
– Investment banks;
– Listed financial services companies;
– Other organisations as appropriate for the individual role.
The Group carries out an extensive annual exercise to benchmark proposed salaries, bonuses and deferred
awards for all employees globally.
Our Executive Directors are benchmarked against equivalent individuals at a range of relevant public and
private companies globally. While it is very challenging to obtain data on many private companies, we are able to
gain insight into this area by commissioning bespoke research by leading external compensation and
recruitment consultants and other independent providers of compensation data.
Due to the unique nature of the Group’s business as a UK-listed alternative asset manager, which competes for
talent against other alternative asset managers which are not listed in the UK or indeed at all, it is imperative to
obtain a wide range of benchmark data.
Hence, while we do consider other UK-listed financial services companies in our benchmarking, they can be
a less relevant comparator.
Gender pay
We are required by law to publish data on the following:
– Gender pay gap (mean and median);
– Gender bonus gap (mean and median);
– Proportion of men and women in each quartile of the Group’s pay structure;
– Proportion of men and women receiving bonuses.
The gender pay gap is a UK comparison across the pay of all men and all women regardless of their level or role.
This is different from an equal pay gap, an individual measure comparing the pay of a man and a woman in the
same or a similar role. Both the pay and bonus gaps have decreased marginally during the financial year. The
mean pay gap is now 30.3% and the mean bonus gap is 70.2%.
There has been an increase in women in all parts of the Group and promotions as a percentage of the overall
population have been higher for women. However, we note that given our relatively small headcount, small
year-on-year changes in headcount at senior levels can have a significant impact on our gender pay gap.
We also note that the vast majority of high-paying awards are highly deferred in the form of DSA, PLC Equity
Awards and DVB. Therefore, our year-on-year gender pay gap comparison can change significantly as a
function of long-term incentives granted several years ago and only being paid out now. As a result, while the
underlying make-up of the firm continues to evolve towards greater balance, this is not necessarily reflected in
the gender pay gap.
2020
2021
2022
2023
2024
Mean pay gap
26.2%
30.9%
35.7%
34.4%
30.3%
Mean bonus gap
66.6%
68.8%
77.2%
74.3%
70.2%
The Group is pleased with the overall progress which continues to be made and continues to be committed
to addressing our gender balance with a number of initiatives which are now well established. It continues
to increase talent diversity and foster a culture of inclusivity:
– ICG was delighted to be ranked #1 globally by Honordex for the second year in a row, measuring DEI efforts
and transparency around them in the Private Equity industry
– In 2018, the Group committed to the Women in Finance Charter with a goal of having 30% of senior roles in
the UK filled by women. Through our extensive work on diversity, we have reached and continue to exceed
this target already and are pleased to report that 36% of our UK senior roles are currently filled by women
– Recruitment: improving hiring diversity through extending the reach of our search and selection activities;
pressing for balanced candidate short lists for all roles; maximising diversity on our interview panels to
moderate bias; continuously developing the interviewing skills of our staff; creating opportunities for
returnships for women who had previously taken a break from the industry.
– Development: supporting individuals in their career progression through extensive mentoring and training;
as well as holding managers accountable for the development and progression of their teams through
dedicated KPIs
– Retention: creating a culture of inclusion driven from both the top-down and the bottom-up, through formal
initiatives and informal networks; continuously developing our market-leading offering in terms of family
benefits, mental and physical wellbeing, and career sustainability
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Annual report on remuneration continued
Payments made to past directors (audited)
The following payments (in excess of £500), in respect of DVB awards made while they were Executive
Directors, were made in the financial year ended 31 March 2024 to former directors. These are deferred
awards for performance in previous years and were retained on leaving service.
Employee
£
Philip Keller
87,080
Christophe Evain
56,112
Statement of implementation of Remuneration Policy in following financial year
The NEDs’ fees have been benchmarked against fees of NEDs in comparable companies of similar size and
nature. The Board Chair's fee has been increased to £400k with effect from 1 April 2024, which takes account of
market benchmarks for companies of ICG's size and scope. The SID fee has been increased to £20,000 to move
more in line with market norms.
The salaries for the Executive Directors and fees for the NEDs for the coming year are set out below.
Annual salaries and fees £000
Role
Year ended
31 March 2024
Year ended
31 March 2025
CEO
500.0
615.0
CFO
600.0
600.0
CPEAO
467.5
500.0
Board Chair
375.0
400.0
Non-Executive Director base fee (other than Board Chair)
76.5
76.5
Senior Independent Director
15.5
20.0
Remuneration Committee Chair
30.0
30.0
Audit Committee Chair
30.0
30.0
Risk Committee Chair
30.0
30.0
Member of the Audit Committee, Risk Committee
or Remuneration Committee
14.0
14.0
Board Director for Employee Engagement
20.5
20.5
Committee composition is set out on page 69 and in the relevant Committee reports on pages 85 to 94.
For the coming year, the AAP will be calculated as described in the Directors’ Remuneration Policy. All
incentives for qualifying services payable to Executive Directors and other employees of the Group will be
funded out of the AAP. The Executive Directors’ annual bonus and other incentives will be guided by their
achievement of specific objectives.
The Executive Directors’ annual variable pay awards will be based on a scorecard of KPIs, with an
expected weighting of at least 65% on financial KPIs as for FY24. These KPIs take account of the key business
priorities including, for example: fundraising, realised returns on investments and profitability. Part of the
variable pay award will be based on strategic and operational KPIs, such as Culture, Diversity and Inclusion
and Sustainability.
Statement of voting at Annual General Meeting
The table below sets out the votes cast on the Directors’ Remuneration Report and the Directors’
Remuneration Policy at the 2023 Annual General Meeting.
Votes for
Votes against
Abstentions
Directors’ Remuneration Report
83.96%
16.04%
8,930,445
Remuneration Policy
90.06%
9.94%
15,903
Payments for loss of office (audited)
Details of the leaving remuneration for Vijay Bharadia who stepped down from the Board in July 2023 were fully
disclosed in the Directors' Remuneration Report for FY23.
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Governance of Remuneration
Committee roles and responsibilities
The role of the Committee is to support the Board in developing and implementing the remuneration policy, ensuring alignment with
shareholders and company strategy, identifying and managing risk, complying with regulations, and promoting good conduct.
Remuneration policy
Continuous assessment of the effectiveness of the Group’s
remuneration policy
Consideration of shareholder and representative shareholder bodies’
feedback
Consideration of business requirements and competitive landscape
Key performance indicators
Setting of KPIs for the Executive Directors
Monitoring performance against those KPIs
Governance, stakeholders and shareholders
Consideration of feedback from shareholders
Adherence to regulatory requirements
Executive remuneration
Determination of Executive Directors’ awards
Review of awards payable to all material risk takers
Oversight of awards
Determination of variable pay awards from the Annual Award Pool
(AAP)
Review of market data on award levels
Committee members
Virginia Holmes (Chair)
William Rucker
Rosemary Leith
Andrew Sykes
Stephen Welton
Advisers to the committee
Alvarez and Marsal (external advice)
Allen & Overy and Slaughter & May (legal advice)
PwC and Deloitte (taxation and other matters advice)
Committee governance
The Committee’s terms of reference are approved and reviewed by
the Board on a regular basis, most recently in May 2024. The terms of
reference are available on the Group’s website, www.icgam.com, or
by contacting the Company Secretary.
The operations of the Committee were reviewed as part of the
external Board evaluation completed in March 2024; the Committee
was found to be operating effectively. For more details of this
exercise, please see page 83.
The Committee held five meetings during the year. The Committee
members attending each of the meetings can be found on page 69.
1.
2.
3.
4.
Summary of meetings in the year
The Committee meets at least three times a year and more frequently
if necessary. Executive Directors attend the meetings by invitation.
The Committee consults the Executive Directors regarding its proposals
and also has access to professional advice from outside the Group.
The Head of Reward also attends meetings, and the Company Secretary
attends as Secretary. No Director is involved in any decisions as to their
own remuneration.
A table showing the number of Committee meetings held during the year
and the attendance record of individual Directors can be found in the
Corporate Governance section (see page 69).
Advisers to the Committee
Advisers are selected on the basis of their expertise in the area and
with a view to ensuring independence from other advisers to the Group.
Therefore, the Committee is confident that independent and objective
advice is received from its advisers.
The fees charged for advice to the Committee were £88,288 payable
to Alvarez and Marsal. Fees are charged on the basis of time spent.
This Annual Report on Remuneration is approved by the Board and
signed on its behalf by
Virginia Holmes
Chair of the Remuneration Committee
27 May 2024
How the Committee spent its time
1. Employee Compensation
25%
2. Regulatory Compliance
25%
3. DRR and Policy
20%
4. Executive Remuneration
30%
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Directors’ Remuneration Policy
This section describes the remuneration policy, which was approved by our shareholders at the 2023 AGM with
a 90.06% vote in favour.
A copy of the previous Directors’ Remuneration Policy approved by shareholders at the 2020 AGM is available
in the shareholder centre on the ICG website at www.icgam.com.
Annual Award Pool (AAP) and Business Growth Pool (BGP)
A central feature of the Group’s overall remuneration policy is the AAP. All incentives awarded across the Group
are governed by an overall limit of 30% of Pre-Incentive Cash Profit (PICP) over a five-year period.
This percentage may be exceeded in any single year but must not be exceeded on an average basis over five
years. Managing the AAP by reference to a five-year rolling average ensures that variable awards to employees
are made in a considered way with a long-term perspective rather than as a reaction to a single year’s
exceptional performance.
The AAP is funded by PICP, so that:
– Interest income and capital gains are only recognised on a cash basis
– Impairments on investment principal are included
– Fair value movement of derivatives is excluded
The holding period for investments is typically four to eight years and a significant portion of the Group’s fund
management fees arise from committed closed-end funds and are payable over the life of the fund which can be
up to 12 years. This means that the AAP is long-term in nature as it includes realisations from a number of
investment vintages. By generating the award pool in this way, we ensure that employees are only rewarded
once returns have crystallised.
Allocation of the award pool
The AAP is based on cash profits the Group has already realised from its fund management business and its
investments, and it is capped at 30% annualised over a five-year period. The Committee exercises discretion
over the actual amount to be awarded in variable compensation each year, based on an assessment of market
levels of pay, Group KPIs, and individual performance (subject to the overall cap on the AAP).
In a strong year that has generated high PICP, the Committee may choose not to distribute the full AAP but can
instead retain some of it for potential use in future years. In years where PICP is low, the Committee may
distribute some of the retained AAP from previous years, if appropriate. The Committee applies a prudent
approach to setting the actual size of variable pay pool, within the overall limits described above.
The ongoing appropriateness of the 30% limit for the existing business is kept under review.
Business Growth Pool (BGP)
The BGP, which does not apply to Executive Directors, is capped at 3% of the five-year rolling average PICP and
is designed to support the establishment of new investment strategies, commensurate with the overall business
strategy. The BGP is used to fund the incentives of relevant teams involved in developing such new strategies,
and is ring-fenced and limited in duration to the period when the new investment strategy is being developed.
Any awards made from the BGP are overseen by the Committee, and Executive Directors do not participate in
any such awards.
Awards falling within the AAP
All cash and share awards are distributed from the AAP. Historically, there have been two different award types
to be made over ICG shares: Deferred Share Awards and ICG PLC Equity Awards. We have also introduced a
new award type this year, “Growth Incentive Awards”, delivered in the form of market value options to a small
group of certain eligible employees which are satisfied using shares purchased in the market by our Employee
Benefit Trust. Deferred Share Awards and Growth Incentive Awards are not made to Executive Directors.
Certain performance fees (funded by third-party investors) and other fund performance incentives funded by
ICG are also included in the overall limits set for the AAP.
Carried interest on third-party funds and similar arrangements in respect of ICG direct investment funds or
business acquisitions that do not give rise to a cost or liability to the Group are not remuneration and are
outside the AAP.
Awards to the Executive Directors
Awards to the Executive Directors are funded from the AAP, but are subject to specific KPIs, with detailed
targets set by the Committee. They are paid as a mix of cash and ICG PLC shares. A significant proportion of the
variable pay is made in the form of deferred shares, with at least 70% of the total variable pay for each Executive
Director awarded in the form of ICG PLC shares deferred over three, four and five years.
Malus and Clawback
The Company has Malus (forfeiture of unvested awards) and Clawback (recoupment of vested or paid awards)
in place for its variable pay plans for Executive Directors. Malus and Clawback provisions also apply to other
roles (“Material Risk Takers”) as required by financial services regulations. Under the Malus and Clawback
requirements, variable pay may be recouped in part or in full, if the Remuneration Committee determines that
one or more specified events has occurred (“Triggers”). For Executive Directors, these Triggers include
amongst other things: variable compensation was awarded based on erroneous or misleading information; a
material misstatement of the Group accounts has occurred; gross misconduct or failure to meet appropriate
standards of fitness or propriety; a material regulatory breach; severe negligence; a material failure of risk
management; substantial reputational damage to the Company; or corporate failure. In considering whether and
to what extent to apply Malus or Clawback, the Remuneration Committee would consider the seriousness of the
Trigger event and the degree of responsibility of the Executive Director for the event through their actions or
failure to act.
The Recovery Period during which Malus and Clawback may be applied to a variable compensation award
varies depending on the award type but is a minimum of three years from the award date. For Executive
Directors, the deferred equity portion of variable compensation awards (ICG PLC Equity Awards) is subject
to Malus until vesting and Clawback which normally applies for up to five years from award, extendable (for
example to seven years) to allow an investigation into a potential Trigger event to be concluded. The cash
portion of variable compensation awards for Executive Directors is subject to Clawback which applies for three
years from the award date. The Remuneration Committee considers these Recovery Periods to be appropriate
taking account of the nature of ICG’s business and to allow a reasonable maximum period for any information
regarding a Trigger event to become known.
The Committee has not used the Malus or Clawback provisions to recoup any variable compensation from
Executive Directors during the 2023 financial year, or in prior years.
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Directors’ Remuneration Policy continued
The following charts show the key elements of our proposed Remuneration Policy which apply for FY25. Full
details of the proposed Remuneration Policy are provided in the next section.
Illustration of application of Directors’ Remuneration Policy
The total remuneration which could be awarded to each Executive Director under the remuneration policy for
the year ended 31 March 2025 is shown in the charts under three different performance scenarios.
The annual variable award is split between the following elements:
– Cash Bonus Award
– ICG PLC Equity Award
The value of on-target variable remuneration for each Executive Director is based on the level which the
Committee has agreed should be receivable to the extent to which the Group achieves its targets.
It remains possible that remuneration earned over more than one financial year will be disclosed in future years’
single figure table for the CEO, emanating from previous awards of Deal Vintage Bonus (DVB), (formerly known
as Balance Sheet Carry (BSC)) or Shadow Carry. Since the adoption of the Remuneration Policy in 2017,
Executive Directors have not been eligible to participate in these plans.
The charts above incorporate the following assumptions:
Fixed pay – Includes base salary (for the financial year ended 31 March 2025, benefits and a pension allowance of 12.5% for Benoît
Durteste, David Bicarregui and Antje Hensel-Roth. The benefits figure is based on the 2024 single figure total for all Executive Directors
(excluding any future grant of SAYE options) and assuming a similar level of coverage for all Executive Directors in future years.
Target – Fixed pay plus the value that would arise from the incentives for achieving on-target performance (with an assumed deferral
of 80% for Benoît Durteste and 70% for the other Executive Directors). The Target level of total variable pay for Benoît Durteste is
unchanged from the current policy and practice, at £3.6m. The Target total variable pay for David Bicarregui is 2x base salary (or £1.2m)
and the Target total variable pay for Antje Hensel-Roth is 1.75x base salary (or £875k).
Maximum – Fixed pay plus the value that would arise from the incentives for achieving maximum performance with an assumed deferral
of 80% for Benoît Durteste and 70% for the other Executive Directors). The Maximum level of total variable pay for Benoît Durteste is
unchanged from the current policy and practice, at £6m (this will transition to a multiple of 8x salary from FY26 onwards). The Maximum
total variable pay for David Bicarregui is 4x base salary (or £2.4m) and the Maximum total variable pay for Antje Hensel-Roth is 3.5x base
salary (or £1.75m).
Maximum with 50% share price growth – Maximum remuneration increased for the assumption that the share components of the package
(ICG PLC Equity Award) increase in value by 50% from the share price at grant.
Benoît Durteste
Fixed pay only
Maximum with
50% share
price growth
Maximum
Target
0
1,000
2,000
3,000
4,000
5,000
6,000
7,000
8,000
10,000
100%
8%
10%
16%
13%
18%
17%
79%
72%
67%
£708k
£9,108k
£6,708k
£4,308k
9,000
David Bicarregui
Fixed pay only
Maximum with
50% share
price growth
Maximum
Target
0
750
1,500
2,250
3,000
3,750
4,500
100%
18%
23%
37%
18%
23%
19%
64%
54%
44%
£691k
£3,931k
£3,091k
£1,891k
Antje Hensel-Roth
Fixed pay only
Maximum with
50% share
price growth
Maximum
Target
0
800
1,600
2,000
2,800
100%
20%
25%
40%
18%
22%
18%
62%
53%
42%
£581k
£2,943k
£2,331k
£1,456k
1,800
2,400
3,200
400
Fixed pay
Cash Bonus Award
ICG PLC Equity Award
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Directors’ Remuneration Policy continued
Directors’ Remuneration policy table
The table below outlines each element of the remuneration policy for the Directors of the Company.
Purpose and link to strategy
Operation
Maximum opportunity
Performance conditions
1. Base salary
– Appropriate to recruit and retain
Executive Directors to deliver the
strategic objectives of the Group
– Designed to be sufficient to ensure
that Executive Directors do not
become dependent on their variable
remuneration
– Reflects local competitive market levels
– Paid monthly
– Typically reviewed annually with any changes generally applying
from the start of the financial year
– In considering increases, the Committee considers the range of salary
increases applying across the Group, and local market levels
– Any increase in salary for an Executive Director will not normally
exceed the average salary increase across the Group unless there are
exceptional reasons such as, but not limited to, a change in the role or
responsibilities of the Executive Director
– The salary for the CEO/CIO will be increased in the following three
steps: £500k for FY24; £615k for FY25; and £750k for FY26
– The salary for the new CFO has been set at £600k for FY24
– The salary for the CPEAO will be increased in the following two steps:
£467.5k for FY24; and £500k for FY25
– None
2. Benefits
– Appropriate to recruit and retain
Executive Directors to deliver the
strategic objectives of the Group
– Reflects local competitive market levels
– Benefits currently receivable by Executive Directors include life
assurance, private medical insurance and income protection
– Additional benefits may be offered in line with market practice
if considered appropriate by the Committee
– Provision and level of benefits are competitive and appropriate in the
context of the local market
– The maximum opportunity will depend on the type of benefit and cost
of its provision, which will vary according to the market and individual
circumstances
– None
3. Pension
– Appropriate to recruit and retain
Executive Directors to deliver the
strategic objectives of the Group
Purpose
– All Executive Directors are entitled to a pension allowance payable
each month at the same time as their salary
– A pension allowance of no more than the level available to the
majority of the Group’s workforce in the relevant location is provided.
The current level for majority of the UK workforce is up to 12.5% of
base salary
– None
4. Total variable pay award
– The Total Variable Pay Award is split
between Cash Bonus Award (4a)
and ICG PLC Equity Award (4b) (see
below)
– The total variable pay award consists of the Cash Bonus Award and
ICG PLC Equity Award
– An Executive Director’s annual variable award is drawn from the AAP
which is determined as described on page 111
– Total variable pay awards to Executive Directors are subject to a cap,
payable for outstanding performance only. This is £6m for the CEO/ CIO
(from FY26 onwards, this will be 8x base salary), 4x base salary for the
CFO and 3.5x base salary for the CPEAO.
– Target variable awards to Executive Directors are £3.6m for the CEO/
CIO, 2x base salary for the CFO and 1.75x base salary for the CPEAO
– An Executive Director’s annual
variable award is drawn from the
AAP, and so is directly funded
by reference to the Group’s
cash profit for the relevant
financial year
– Executive Director’s annual
variable award entitlement
is determined by reference
to performance against
performance objectives,
which are derived from the
Group’s KPIs
4a. Cash Bonus Award
– Rewards achievement of business KPIs,
cash profits and employing sound risk
and business management
– Awards are made in cash after the end of the financial year
– The maximum amount of an Executive Director’s Total Variable Pay
Award that can be paid as a Cash Bonus Award is 30%
– Cash Bonus Awards are subject to clawback which applies for three
years post award. Forfeiture of compensation may be triggered
by, among other things, a misstatement of the accounts, regulatory
breaches and serious breaches of contract
– See details above in relation to the overall annual variable award
– See details above in relation to
the overall annual variable award
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Directors’ Remuneration Policy continued
Purpose and link to strategy
Operation
Maximum opportunity
Performance conditions
4b. ICG PLC Equity Award
– Rewards achievement of business KPIs,
cash profits and employing sound risk
and business management
– Aligns the interests of Executive
Directors with those of shareholders
– Awards are made over shares in the Company after the end
of the financial year
– At least 70% of an Executive Director’s Total Variable Pay Award
shall be delivered in ICG PLC Equity
– Shares normally vest by one-third in each of the third, fourth
and fifth years following the year of grant unless the Executive
leaves for cause or to join a competitor, in which case the awards
lapse. The Committee has discretion to vary the date of vesting if
necessary or desirable for regulatory or legislative reasons
– In the event of a change in control (other than an internal
reorganisation) shares vest in full
– Dividend equivalents accrue to participants during the
vesting period
– PLC Equity Awards made are subject to both malus, until vesting,
and clawback which will apply for up to seven years post grant.
Forfeiture of compensation may be triggered by, among other
things, a misstatement of the accounts, regulatory breaches and
serious breaches of contract
– See details above in relation to the overall annual variable award
– See details above in relation to
the overall annual variable award
5. Shareholding requirement
– To align the interests of the Group’s
Executive Directors with those of
shareholders
– To further enhance long-term
alignment with shareholders, a post-
cessation shareholding requirement
has been introduced
– Executive Directors are required to build ownership of a number
of ordinary shares in the Group, normally over five years from
appointment, with a market value equal to a multiple of the
Director’s annual base salary. This multiple is three times for
the CEO and two times for the other Executive Directors
– Executive Directors are normally required to maintain this level
(or the level so far accrued at cessation, if lower) of holding
for two years after they cease to be employed
– N/A
– N/A
6. The Intermediate Capital Group
PLC SAYE Plan 2014
– Provides an opportunity for all
employees to participate in the success
of the Group
– All UK employees are offered the opportunity to save a regular
amount each month over 36 months and may receive an uplift
at the end of the saving contract (subject to HMRC legislation)
– At maturity, employees can exercise their option to acquire and
purchase shares in ICG PLC at the discounted price set at the
award date or receive the accumulated cash
– Employees may save the maximum permitted by legislation each month
– The Plan is not subject to any
performance conditions, as this
is not permitted by the relevant
legislation
7. Fees paid to Non Executive
Directors
– To facilitate the recruitment of Non
Executive Directors who will oversee
the development of strategy and
monitor the Executive Directors’
stewardship of the business
– Fees are payable to Non Executive Directors for their services
in positions upon the Board and various Committees
– Fees for the Board Chair are determined and reviewed annually
by the Committee and fees for Non Executive Directors are
determined by the Board Chair and the Executive Directors
– The Committee refers to objective research on up-to-date,
relevant benchmark information for similar companies
– Non Executive Directors are reimbursed for expenses, such as
travel and subsistence costs, incurred in connection with their
duties. Any tax costs associated with these benefits are paid
by the Group
– Non Executive Directors cannot participate in any of the Group’s variable
pay plans or share schemes and are not eligible to join the designated
Group pension plan
– Fees are set and reviewed in line with market rates. Supplementary fees
may be paid to reflect additional time commitments required of Non
Executive Directors. Aggregate annual fees do not exceed the limit set
out in the Articles of Association
– Any benefits receivable by Non Executive Directors will be in line with
market practice
– None of the Non Executive
Directors’ remuneration
is subject to performance
conditions
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Directors’ Remuneration Policy continued
Performance measures and targets
The AAP is determined based on the Group’s financial performance. The Group’s PICP provides a link between
income generation for shareholders and employee compensation (see page 111).
Once the AAP has been calculated, it is then allocated based on business performance and an individual’s
performance as determined by the annual appraisal process.
Executive Directors have performance objectives set and KPIs are set by the Committee. Details of these KPIs
are set out on page 100. Further management information is provided to the Committee on performance to
ensure that financial results are put into the context of wider performance factors, compliance and risk appetite.
Co-investment and carried interest in third-party funds
Executive Directors and certain professionals in the Group may be required to invest in third-party funds
through co-investment and carried interest. Where this applies, the relevant employee pays full market value for
these interests at the time of acquisition, and takes the investment risk. These are personal investments that are
expected by third-party fund clients, to drive financial alignment with third-party fund performance, rather than
remuneration provided by ICG for services to the Group.
Committee discretion
The Committee, consistent with market practice, retains discretion over a number of areas relating to the
operation of the Policy. These include, but are not limited to, the following:
– the timing of awards or payments
– the size of awards (within the limits set out in the Policy table)
– the choice of weighting and assessment of performance metrics
– in exceptional circumstances, determining that a share-based award shall be settled (in full or in part) in cash
– the treatment of awards in the event of a change of control or restructuring
– determination of good leaver status, and treatment of awards for such leavers
– whether, and to what extent, malus and/or clawback should apply
– adjustments required in exceptional circumstances such as rights issues, corporate restructuring,
or special dividends
– adjustments to performance criteria where there are exceptional events
– the size of annual salary increases, subject to the principles set out in the Policy table. In exceptional
circumstances, the Committee may apply salary increases that are different from those set out in the table.
Service contracts and policy on payments for loss of office
Executive Directors
The Group’s policy is for Executive Directors to have ongoing contracts which are deemed appropriate for the
nature of the Group’s business. Service contracts are held, and are available for inspection, at the Group’s
registered office. The details of the service contracts for Executive Directors serving during the year and the
treatment of deferred share awards to Executive Directors are shown below.
Executive Director
Date of service
contract
Last re-
elected
Re-election
frequency
Notice
period
Non-
compete
provisions
Compensation on
termination by the Company
without notice or cause
Benoît Durteste
21 May 2012
July 2023
Annual
12 months Restraint
period of
12 months
The salary for any
unexpired period of
notice plus the cost to
the Group (excluding
National Insurance
contributions) of
providing insurance
benefits for the
same period. The
Group may also make
payments, where
necessary, to mitigate
any potential claims,
and to compensate
for legal fees or
outplacement costs
incurred
David Bicarregui
02 April 2023 July 2023
Annual
12 months Restraint
period of
9 months
Antje Hensel-Roth 16 April 2020 July 2023
Annual
12 months Restraint
period of
9 months
Deferred
share award
Status
Death, disability,
long-term ill health
Redundancy
Cause or competing
Any other reason
PLC Equity
Award
Unvested
Retain with early vesting
Retain
Forfeit, subject
to discretion
Retain, subject
to discretion
Deferred
Share Award
Unvested
Retain with early vesting
Retain
Forfeit, subject
to discretion
Retain, subject
to discretion
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Directors’ Remuneration Policy continued
Exercise of discretion
The discretion available to the Committee under the variable pay plans is intended to provide the Committee
with flexibility to deal fairly with every eventuality. In exercising its discretion, the Committee will take into
account the circumstances in which the individual has left the Group, their performance and the impact that
this has had on the Group’s overall performance. The Committee reserves discretion to make a variable pay
award to an Executive Director in respect of the final year of service, taking into account the circumstances
of the individual’s termination of office, the portion of the year served, and performance for the financial
year concerned.
Approach to recruitment remuneration
The Group operates in a highly specialised and competitive market, and hence competition for talent is
intense. The Committee’s approach to recruitment remuneration is to pay what is appropriate to attract
candidates to a role.
New Executive Directors are offered a remuneration package similar to that of existing employees in the same
role. All Executive Directors are offered an appropriate annual salary, benefits and pension allowance and all
participate in the Annual Award Pool and are subject to an overall cap on variable reward.
However, it may be necessary to offer a new Executive Director a remuneration package that differs from that
currently provided to the Executive Directors in order to attract the best recruit. This could include a higher
base salary and relocation and/or housing benefits and higher total variable pay, but not more than the
CEO/CIO base salary multiple level set out in the policy table, unless there are exceptional circumstances.
Replacement of forfeited compensation such as deferred bonuses and long-term incentives is permitted.
This is subject to, as far as possible, the timing, delivery mechanism (i.e. shares or cash) and amounts paid
out being set to reflect any former arrangement.
As far as possible, the value of any replacement awards will reflect the expected value of the forfeited awards.
In the event of an internal promotion to the Board, the Committee reserves the right to allow any pre-existing
awards or arrangements to be retained until their normal maturity date, notwithstanding that these may not be
consistent with the approved policy.
Statement of consideration of shareholder views
The Committee is responsible for the overall remuneration policy for all the Group’s employees and ensures
that the remuneration arrangements should take into account the long-term interests of shareholders, clients
and other stakeholders.
The Group recognises the importance of communication with its shareholders, particularly through interim
and annual reports and the AGM.
The CEO, CFO and the Chairmen of the Board and each of its Committees will be available to answer
shareholders’ questions at the AGM. The CEO and the CFO meet institutional shareholders on a regular
basis, and the Board Chair periodically contacts the Group’s major shareholders and offers to meet with them.
The Board is kept fully informed of the views and concerns of the major shareholders and relevant NEDs attend
meetings with major shareholders and shareholder advisory groups when requested to do so.
Statement of consideration of employment conditions elsewhere in the Group
and employee views
The Committee considers the employment conditions and the remuneration structures in place
for all employees of the Group when setting the Directors’ Remuneration Policy.
The Committee also reviews the remuneration arrangements of senior investment and marketing employees
and senior management and control function employees and oversees the remuneration structure and market
positioning for other roles. The overall and average salary increase across the Group is approved by the
Committee each year. The Board has established a process which is used to seek the opinions of employees
when setting the Directors’ Remuneration Policy by seeking feedback through a designated NED.
In addition employees’ views are represented at Committee meetings through the Chief People and External
Affairs Officer, who is also an Executive Director, and the Head of Reward.
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Independent auditor’s report to the members of Intermediate Capital Group plc
Opinion
In our opinion:
– Intermediate Capital Group plc’s financial statements and Parent Company financial statements (the ‘financial
statements’) give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31
March 2024 and of the Group’s profit for the year then ended;
– the Group financial statements have been properly prepared in accordance with UK-adopted international
accounting standards;
– the Parent Company financial statements have been properly prepared in accordance with UK-adopted
international accounting standards as applied in accordance with section 408 of the Companies Act 2006;
and
– the financial statements have been prepared in accordance with the requirements of the Companies Act
2006.
We have audited the financial statements of Intermediate Capital Group plc (the ‘Parent Company’) and its
subsidiaries (together the ‘Group’) for the year ended 31 March 2024 which comprise:
Group
Parent Company
Consolidated income statement for the year ended
31 March 2024
Parent Company statement of financial position as
at 31 March 2024
Consolidated statement of comprehensive income
for the year ended 31 March 2024
Parent Company statement of cash flows for the
year ended 31 March 2024
Consolidated statement of financial position as at 31
March 2024
Parent Company statement of changes in equity for
the year ended 31 March 2024
Consolidated statement of cash flows for the year
ended 31 March 2024
Consolidated statement of changes in equity for the
year ended 31 March 2024
Related notes 1 to 33 to the financial statements,
including material accounting policy information
The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted
international accounting standards and as regards the Parent Company financial statements, as applied in
accordance with section 408 of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’)
and applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group and Parent Company in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to
listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these
requirements.
During the course of our independence procedures performed, it was identified that a non-audit service related
to the year to 31 March 2022, approved by the Audit Committee, had been provided to an immaterial controlled
undertaking of the Parent Company, by an overseas EY member firm. The service provided is prohibited under
the FRC’s Ethical Standard.
The service provided to the subsidiary related to the tagging of audited financial statements in XBRL format,
rather than the review of tagging. The total fee for the service was £1,300 and this service has not been
provided for any subsequent year end. The service was undertaken by a separate team from the audit team and
does not present a self-review threat as this service does not form part of the financial statements. In addition,
the work had no element of an advocacy threat.
We informed the Audit Committee following identification in November 2023. Although this is a breach of
the FRC’s Ethical Standard; we have concluded that an objective, reasonable and informed third party would
not conclude that our independence was impaired, and that we remain independent of the Group and Parent
Company in conducting the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis
of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors’
assessment of the Group and Parent Company’s ability to continue to adopt the going concern basis of
accounting included:
– obtaining an understanding of management and the Directors’ processes for determining the
appropriateness of the use of the going concern basis. This included discussions with management,
corroborating our understanding with the Audit Committee and obtaining management’s going concern
assessment covering the period to 30 November 2025, which is eighteen months from the date these
financial statements were authorised for issue;
– reviewing the Group’s cashflow forecasts, considering if the assumptions used in the models are appropriate
to enable the Directors to make an assessment in respect of going concern, including the availability of
existing and forecast cash resources and undrawn facilities;
– evaluating the regulatory capital and liquidity position of the Group, including reviewing the Internal Capital
Adequacy and Risk Assessment (‘ICARA’). This included verifying credit facilities available to the Group by
obtaining third party confirmations;
– reviewing the appropriateness of the stress and reverse stress test scenarios, including assessing the
completeness of the severe scenarios that consider the key risks identified by the Group, our understanding
of the business and the external market environment. We also evaluated the analysis by testing the clerical
accuracy and assessed the conclusions reached in the stress and reverse stress test scenarios;
– assessing the plausibility of available options to mitigate the impact of the key risks by comparing them to our
understanding of the Group;
– performing enquires of management and those charged with governance to identify risks or events that may
impact the Group’s ability to continue as a going concern. We also reviewed management’s going concern
paper approved by the Board, minutes of meetings of the Board and the Audit Committee and made enquiries
of management and the Board; and
– assessing the appropriateness of the going concern disclosures by comparing them with management’s
assessment for consistency and for compliance with the relevant reporting requirements.
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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 and Parent Company’s
ability to continue as a going concern for the period to 30 November 2025.
In relation to the Group and Parent Company’s reporting on how they have applied the UK Corporate
Governance Code, we have nothing material to add or draw attention to in relation to the Directors’ statement
in the financial statements about whether the Directors considered it appropriate to adopt the going concern
basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in
the relevant sections of this report. However, because not all future events or conditions can be predicted, this
statement is not a guarantee as to the Group’s ability to continue as a going concern.
Overview of our audit approach
Audit scope
– The Group is managed principally from one location, with core business functions,
including finance and operations, located in London. All key accounting records are
maintained in the UK. The Group operates international offices in Europe, Asia and
North America, which are primarily responsible for deal origination, marketing and
investment portfolio monitoring.
– The Group comprises 215 consolidated subsidiaries, including 21 consolidated
structured entities.
– The Group audit team based in London performed audit procedures on all balances
which are material to the Group and Parent Company financial statements.
Key audit
matters
– Valuation of investments in portfolio companies, including investments valued with
reference to net asset value (‘NAV’), and real estate assets (including those held via
fund structures and disposal groups held for sale)
– Valuation of investments in Collateralised Loan Obligations (‘CLOs’), including debt
(senior) and equity (subordinated) tranches and collateral assets held and debt and
equity tranches issued by consolidated CLOs
– Calculation and recognition of management and performance fees
Materiality
– Overall Group materiality of £25.6m which represents 5% of normalised profit
before tax. Normalised profit before tax is calculated as the sum of the 2024 Fund
Management Company’s (‘FMC’) profit before tax and an average of the Investment
Company (‘IC’) profit/loss before tax for the past five financial years up to 31 March
2024. Our basis for calculating materiality reflects stakeholder focus on the Group as
a fund management business and the year-on-year fluctuations within the IC’s profit/
loss before tax resulting from movements in investment valuation gains/losses.
An overview of the scope of the Parent Company and Group audits
Tailoring the scope
Our assessment of audit risk and our evaluation of materiality and our allocation of performance materiality
determine our audit scope for the Group and Parent Company. Taken together, this enables us to form an
opinion on the consolidated financial statements. We take into account size, risk profile, the organisation of the
Group and effectiveness of Group-wide controls, changes in the business environment, the potential impact of
climate change and other factors such as recent Internal Audit results when assessing the level of work to be
performed for the Group.
In assessing the risk of material misstatement to the Group financial statements, and to ensure we had adequate
quantitative coverage of significant accounts in the financial statements, we performed direct audit procedures
on all items material to the Group and Parent Company financial statements. Our Group testing covered account
balances material to the Group including balances of entities within Europe, Asia and North America. The audit
scope of these legal entities may not have included testing of all significant accounts of the entity but will have
contributed to the coverage of significant accounts tested for the Group.
As part of our Group audit procedures, we also perform analytical review procedures, testing of consolidation
journals and intercompany eliminations, and foreign currency translation recalculations to respond to any
potential risks of material misstatement to the Group financial statements.
Involvement with component teams
All audit work performed for the purposes of the Group audit was undertaken by the Group audit team.
Climate change
The Group has determined that the most significant future impacts from climate change on its operations will
be from the adverse effects of the underlying portfolio investments. This is explained on pages 47-64 in the
Task Force for Climate Related Financial Disclosures and on page 41 in the Managing Risk section. All of these
disclosures form part of the ‘Other information,’ rather than the audited financial statements. Our procedures
on these unaudited disclosures therefore consisted solely of considering whether they are materially
inconsistent with the financial statements, or our knowledge obtained in the course of the audit or otherwise
appear to be materially misstated, in line with our responsibilities on ‘Other information’.
In planning and performing our audit we assessed the potential impacts of climate change on the Group’s
business and any consequential material impact on its financial statements.
The Group has explained in the General Information and basis of preparation section in Note 1 to the financial
statements, on page 132, their articulation of how climate change has been reflected in the financial statements,
and how they have reflected the impact of climate change in their financial statements.
Our audit effort in considering the impact of climate change on the financial statements was focused on
assessing whether the effects of climate risks have been appropriately reflected by management in reaching
their judgements and in relation to the assessment of the fair value of investments and the impact on
performance fees. As part of this evaluation, we performed our own risk assessment, supported by our climate
change internal specialists, to determine the risks of material misstatement in the financial statements from
climate change which needed to be considered in our audit.
We also challenged the Directors’ considerations of climate change risks in their assessment of going concern
and viability, and associated disclosures. Where considerations of climate change were relevant to our
assessment of going concern, these are described above.
Based on our work we have not identified the impact of climate change on the financial statements to be a key
audit matter.
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Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.
Risk
Our response to the risk
Valuation of investments in portfolio companies, including investments valued with
reference to NAV, and real estate assets (including those held via fund structures
and disposal groups held for sale)
In the Consolidated and Parent Company statements of financial position, the Group’s investments
in portfolio companies (co-investments or alongside funds managed by ICG) of £1,964.9m
(2023: £1,368.0m), investments valued with reference to NAV of £575.7m (2023: £633.7m)
and real estate assets of £187.4m (2023: £192.1m) are included in Financial assets at fair value.
Real estate assets of £82.7m (2023: £0.8m) are included in Investment property. Investments
in portfolio companies and real estate assets of £0m (2023: £380.5m) are included in Disposal
groups held for sale.
Refer to the Audit Committee Report (pages 85 - 89); Accounting policies (page 133); and Note 5 and 18
of the Financial Statements (page 141 and 164).
The Group’s investment portfolio contains unquoted debt and equity securities, that are held either directly,
including through joint ventures, or through funds managed by ICG. These investments are held at fair value
through profit and loss or investments held for sale in accordance with International Financial Reporting
Standards (‘IFRS’) 5 — Non-current Assets Held for Sale and Discontinued Operations (‘IFRS 5’).
For portfolio companies and investments valued with reference to NAV, the Group adopts a valuation
methodology based on the International Private Equity and Venture Capital Valuation Guidelines 2022 (‘IPEV
guidelines’), and in conformity with IFRS 13 — Fair Value Measurements (‘IFRS 13’). The Group predominantly
applies either an earnings-based valuation technique or discounted cash flow model (‘DCF’) to value portfolio
companies.
For real estate assets, the Group adopts a valuation methodology based on the Royal Institution of Chartered
Surveyors (‘RICS’), in conformity with IFRS 13 and IAS 40 — Investment Property (‘IAS 40’). The Group values
real estate assets using various techniques, including but not limited to, capitalisation rate to current net
rent, hardcore, direct capitalisation, and income approach. For certain real estate assets, the Group engages
external valuers to perform valuations.
Owing to the unquoted and illiquid nature of these investments, the assessment of fair valuation is subjective
and requires several significant and complex judgements to be made by management. The exit value will be
determined by the market at the time of realisation and therefore despite the valuation policy adopted and
judgement made by management, the final sales value may differ materially from the valuation at the year end.
There is the risk that inaccurate judgement made in the assessment of fair value could lead to the incorrect
valuation of investments in portfolio companies, investments valued with reference to NAV and real estate
assets. In turn, this could materially misstate the financial assets at fair value in the Consolidated and Parent
Company Statements of financial position, and the Net gains on investments in the Consolidated income
statement.
There is also a risk that management may influence the judgement and estimation in respect of the portfolio
companies, investments valued with reference to NAV and real estate asset valuations in order to meet market
expectations of the Group.
We have:
– Obtained an understanding of management’s processes and controls for the valuation of investments in portfolio companies, investments
valued with reference to NAV, and real estate assets (including co-investments or alongside funds managed by ICG) by performing
walkthrough procedures, in which we evaluated the design effectiveness and implementation of controls. This included discussing with
management the valuation governance structure and protocols around their oversight of the valuation process, including the Group
Valuation Committee, as well as reviewing the Group Valuation Committee papers and minutes.
– Compared management’s valuation methodologies to IFRS and the relevant IPEV and RICS guidelines. We sought explanations from
management where there were judgements applied in their application of the guidelines and assessed their appropriateness.
– On a sample basis, we agreed key inputs in the valuation models to source data, including portfolio company financial information. We also
performed procedures on key judgements made by management in the calculation of fair value
– performed calculations to assess the appropriateness of discount rates used in DCF valuations, with reference to relevant industry and
market data;
– assessed the suitability of the comparable companies used in the calculation of the earnings multiples;
– challenged management on the applicability and completeness of adjustments made to earnings multiples by obtaining rationale and
supporting evidence for adjustments made; and
– assessed the appropriateness of the portfolio company financial information, including business plans, used in the valuation and any
relevant adjustments made by obtaining rationale and supporting evidence.
– For a sample of investments valued with reference to NAV, we:
– obtained the most recently available NAV statements from the general partner/administrator and compared the NAV of the investment
attributable to the Group to the valuation per the accounting records;
– where the most recently available capital allocation statements were non-coterminous with the reporting date, obtained details of
any adjustments for cash flows and fair value made by management and corroborated these to call and distribution notices and bank
statements;
– where the general partner valuations as set out in the NAV statements had been overridden by management, engaged our valuation
specialists to review the valuations of these investments;
– obtained the underlying fund trial balances for each of the investments in our sample and tested those balances material to the Group
and Parent Company in accordance with the relevant testing threshold (i.e. the underlying investment valuations and other material
balances, e.g. cash);
– obtained the most recent audited financial statements of the underlying fund and reviewed the Auditor’s opinion to confirm that the
underlying investment is held at fair value in a manner consistent with IFRS 13 and that there are no audit opinion modifications which
would affect the fair value of the investments; and
– inquired of management regarding any potential fair value adjustments as a result of updated information received or observable
market movements and obtained evidence to confirm these were immaterial to the Group’s financial statements.
– For a sample of real estate assets, obtained the external valuation reports, where an external valuer is engaged, and assessed their
competence and objectivity.
– With the assistance of our valuations specialists, formed an independent view on the appropriateness of the key assumptions and inputs
used in the valuation of a sample of portfolio companies, investments valued with reference to NAV, and real estate assets, with reference
to relevant industry and market valuation considerations and data points. Through our analysis, including taking into account other
qualitative risk factors, such as company-specific risk factors, we derived a range of acceptable fair values. We compared these ranges to
management’s fair values and discussed our results with both management and the Audit Committee.
– Checked the mathematical accuracy of the valuation models on a sample basis. We recalculated the unrealised gains/losses on revaluation
of investments impacting the Net gains on investments in the Consolidated income statement.
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Risk
Our response to the risk
Valuation of investments in portfolio companies, including investments valued with
reference to NAV, and real estate assets (including those held via fund structures
and disposal groups held for sale) continued
– Considered the impact of climate change throughout our procedures performed on the valuation of portfolio companies, investments
valued with reference to NAV and real estate assets, by challenging whether the valuation methodologies and assumptions used are
appropriate.
– Challenged management to understand the rationale for any material differences between the exit prices of investments realised during
the year and the prior year fair value, to further verify the reasonableness of the current year valuation models and methodology adopted
by management.
– In order to address the residual risk of management override we have performed journal entry testing
Key observations communicated to the Audit Committee
The valuation of investments was found to be materially correct in accordance with UK-adopted international accounting standards and the IPEV or RICS guidelines, respectively.
Based on our procedures performed, we had no material matters to report the Audit Committee.
Risk
Our response to the risk
Valuation of investments in Collateralised Loan Obligations (‘CLOs’), debt (senior)
and equity (subordinated) tranches and collateral assets held and debt and equity
tranches issued by consolidated CLOs
In the Consolidated and Parent Company Statements of financial position, the Group’s investments
in CLO debt (senior) of £105.9m (2023: £105.8m) and equity (subordinated debt) tranches of
£19.7m (2023: £7.5m), and investments held by consolidated CLOs of £4,617.5m (2023: £4,669.1m)
are included in Financial assets at fair value. The liabilities held by consolidated CLOs of £4,602.3m
(2023: £4,572.7m) are included in Financial liabilities at fair value.
Refer to the Audit Committee Report (pages 85 - 89); Accounting policies (page 133); and Note 5 of the
Financial Statements (page 141).
The Group holds investments in CLOs in both the debt and equity tranches. These investments are accounted
for at fair value through profit or loss. The Group consolidates the CLOs where it is deemed to have control in
accordance with IFRS 10 — Consolidated financial statements (‘IFRS 10’).
In particular, significant judgement was required where there is limited market activity to provide reliable
observable inputs.
There is the risk that inaccurate judgement made in the assessment of fair value could lead to the incorrect
valuation of investments in CLOs which could materially misstate the Financial assets and Financial Liabilities
at fair value in the Consolidated and Parent Company Statements of financial position. In turn, this could
materially misstate the Net gains on investments account in the Consolidated income statement.
There is also a risk that management may influence the judgements and estimations of the investments in CLO
debt and equity tranches in order to meet market expectations of the Group.
Unconsolidated CLOs — Investments in CLO debt and equity
We have:
– Obtained an understanding of management’s processes and controls for the valuation of CLOs by performing walkthrough procedures, in
which we evaluated the design effectiveness and implementation of controls;
– Agreed each tranche size to observable market data (i.e., Fitch Ratings);
– Obtained the available observable market prices (i.e., Markit) and compared it to management’s fair valuations for positions with
observable inputs;
– Formed an independent range of fair values for a sample of the sub-investment grade debt and equity tranches with the assistance of our
valuation specialists. This included:
– projecting cash flows using a cash flow model and market-based assumptions such as default rates;
– estimating a range of yields based on either recent trade data or comparable CLO securities;
– performing independent comparative calculations using the cash flows and yields; and
– recalculating the unrealised gain/loss on revaluation of investments impacting the Net gains on investments in the Consolidated income
statement.
– Performed journal entry testing in order to address the residual risk of management override.
Consolidated CLOs – collateral assets and debt and equity tranches
We have:
– Obtained an understanding of management’s processes and controls for the consolidation of CLOs by performing walkthrough
procedures, in which we evaluated the design effectiveness and implementation of controls;
– Agreed consolidated balances in the financial statements to underlying financial records maintained by third-party administrators
(‘administrator accounts’);
– Obtained trustee confirmations for all collateral assets and agreed information per the administrator accounts (par value and market
value) to the confirmations;
– Obtained the available observable market prices (i.e., Markit) and compared it to management’s fair valuations for a sample of collateral
assets;
– Recalculated the accrued interest and fair value of a sample of collateral assets;
– Obtained the available observable market data (i.e., Markit or Refinitiv) to determine the appropriateness of management’s fair value
levelling for a sample of collateral assets;
– Agreed the par value of all debt and equity tranches to observable market data or underlying agreements;
– Recalculated the carrying value of debt tranches with reference to observable coupon rates and recalculated the carrying value of equity
tranches in terms of the priority of payments; and
– Recalculated the accrued interest expense on debt tranches using market coupon rates (Refinitiv) and compared to the administrator’s
amounts.
Key observations communicated to the Audit Committee
The valuation of the CLOs was found to be materially correct in accordance with UK-adopted international accounting standards.
Based on our procedures performed we had no material matters to report to the Audit Committee.
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Risk
Our response to the risk
Calculation and recognition of management and performance fees
In the Consolidated income statement, management fees of £552.7m (2023: £481.6m), including
performance fees of £76.2m (2023: £22.4m), are included in Fee and other operating income.
Refer to the Audit Committee Report (pages 85-89); Accounting policies (page 133); and Note 3 of the
Financial Statements (page 134).
The Group manages funds across numerous domiciles and investment strategies and receives management
fees and performance fees from its performance of investment management services for third-party money it
manages.
Management fees are calculated based on an agreed percentage of either committed capital, invested capital
or net asset value (‘NAV’), depending on the contractual agreement of the underlying fund. The calculations
are prepared by third-party administrators or ICG for some CLOs.
Due to the manual nature of the process, there is a risk that management fees are incorrectly calculated. There
is also a risk of manual override as processing of journal entries for management fees is performed by ICG.
Performance fees are calculated as a contractual percentage of a fund’s return, once a specified hurdle rate is
expected to be met. These amounts are specified in the underlying contract between the fund and the Group
in its capacity as investment manager. Performance fees are only received when a triggering event, such as a
realisation or refinancing, occurs.
In respect of performance fees, management must apply judgment in accordance with IFRS 15 – Revenue from
contracts with customers (‘IFRS 15’) to determine whether it is highly probable that a significant reversal will
not occur in the future. The following are identified as the key risks or judgement in respect of the recognition
of performance fees:
– inappropriate judgement is made by management in the process, including whether a constraint is applied
and in determining the forecast exit dates of underlying investments;
– errors are made in performing complex manual calculations within the model; and
– inappropriate inputs are used by management in the calculations.
The accuracy and recognition of revenue is important to the Group’s financial statements. Stakeholder
expectations may place pressure on management to influence the recognition of revenue. This may result in
overstatement or deferral of revenue to assist in meeting current or future revenue targets or expectations.
We have obtained an understanding of management’s processes and controls for the calculation and recognition of management fees and
performance fees by performing walkthrough procedures, in which we evaluated the design effectiveness and implementation of controls.
Management fees
For a sample of funds, we have:
– agreed the fee terms used in the calculation to the terms as specified in the relevant legal agreements, for example the investment
management agreement or limited partnership agreement;
– validated key inputs, such as committed capital, invested capital or NAV, to supporting evidence;
– tested the arithmetical accuracy of the calculations prepared by ICG or the third-party administrators by performing independent
recalculations;
– traced management fees received during the year to bank statements;
– reconciled the closing management fee debtor in the Consolidated statement of financial position; and
– traced the year end debtor balance to post year end bank statements, where received in April 2024, to assess recoverability.
– In order to address the residual risk of management override we have performed journal entry testing.
Performance fees
For a sample of funds, we have:
– agreed contractual terms such as hurdle rates and percentage receivable to underlying legal agreements;
– assessed that the relevant hurdles have been met or are expected to be met within 24 months of the year-end, where performance fees are
being accrued;
– determined the reasonableness of forecast exit dates with reference to our work performed over valuations of the investment portfolio
and our understanding of the investment life cycle;
– verified that the constraint applied to performance fee revenue to be recognised has been appropriately applied in accordance with
management’s IFRS 15 policy;
– tested the arithmetical accuracy of the calculations by performing independent recalculations;
– assessed whether each payment of performance fees was a result of a triggering event, such as a realisation or refinancing and verified
cash flows to bank statements; and
– reconciled the closing performance fee debtor in both the Parent Company and Consolidated statements of financial position, and
evaluated the classification of performance fees as either current or non-current, aligning them with the respective hurdle dates for the
funds; and
– for funds sitting outside of the performance fee model which fell within our sample (ICG Alternative Credit and ICG Enterprise Trust)
we have reconciled the performance fee revenue to the 31 December 2023 audited fund financial statements and recalculated any
performance fee revenue recognised in the period from 1 January to 31 March 2024. ICG Australia Senior Loans also sits outside the
model, we have recalculated the performance fee recognition on the fund to 31 March 2024.
– We compared the performance of the underlying funds used in the performance fee calculations to our understanding of the performance
of the relevant funds’ underlying investments gained through our valuation work.
– We challenged management to understand the rationale for any differences between the performance fee payments received during the
year and the prior year estimates, to further assess the reasonableness of the current year performance fee models and methodology
adopted by management.
– We have considered the impact of climate change on performance fees by challenging the impact on the valuations as outlined in the key
audit matters above.
– In order to address the residual risk of management override we have performed journal entry testing.
Key observations communicated to the Audit Committee
Our procedures covered 83% of non-performance related management fees and 92% of performance-related management fees. Our audit procedures did not identify any material matters regarding the calculation and recognition of management fees and
performance fees. Revenue has been recorded in accordance with UK-adopted international accounting standards.
Based on our procedures performed we had no material matters to report to the Audit Committee.
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Independent auditor’s report to the members of Intermediate Capital Group plc continued
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified
misstatements on the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be
expected to influence the economic decisions of the users of the financial statements. Materiality provides a
basis for determining the nature and extent of our audit procedures.
We determined materiality for the Group to be £25.6m (2023: £21.3m), which is 5% (2023: 5%) of normalised
profit before tax. Normalised profit before tax is calculated as the sum of the 2024 FMC profit before tax and
an average of the IC profit/loss before tax for the past five financial years up to 31 March 2024. Our basis for
calculating materiality reflects stakeholder focus on the Group as a fund management business and the year-on-
year fluctuations within the IC’s profit/loss before tax resulting from movements in investment valuation gains/
losses. We believe that normalised profit before tax provides us with an appropriate basis for materiality due to
stakeholder focus on the FMC and its contribution to business performance.
We determined materiality for the Parent Company to be £9.0m (2023: £7.8m), which is 1% (2023: 1%) of net
assets.
During the course of our audit, we reassessed initial materiality based on 31 March 2024 normalised
profit before tax, and net asset value in relation to the Parent Company and adjusted our audit procedures
accordingly.
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount to reduce to an
appropriately low level the probability that the aggregate of uncorrected and undetected misstatements
exceeds materiality.
On the basis of our risk assessments, together with our assessment of the Group’s overall control environment,
our judgement was that performance materiality was 50% (2023: 50%) of our planning materiality, namely £12.
8m (2023: £10.6m). We have set performance materiality at this percentage due to our observations of the
control environment and the misstatements identified in the prior year. In determining performance materiality,
we considered our risk assessments, together with our assessment of the Group’s overall control environment.
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of
£1.3 m (2023: £1.1m), which is set at 5% of planning materiality, as well as differences below that threshold that,
in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed
above and in light of other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the Annual Report other than the financial
statements and our auditor’s report thereon. The Directors are responsible for the other information contained
within the Annual Report.
Our opinion on the financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information
is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit,
or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this gives rise to a material misstatement in the
financial statements themselves. If, based on the work we have performed, we conclude that there is a material
misstatement of the other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit the information given in the Strategic
Report and the Directors’ Report for the financial year for which the financial statements are prepared is
consistent with the financial statements and those reports have been prepared in accordance with applicable
legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group and the Parent Company and their environment
obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the
Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
– adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit
have not been received from branches not visited by us; or
– the Parent Company financial statements and the part of the Directors’ Remuneration Report to be audited
are not in agreement with the accounting records and returns; or
– certain disclosures of Directors’ remuneration specified by law are not made; or
– we have not received all the information and explanations we require for our audit.
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Independent auditor’s report to the members of Intermediate Capital Group plc continued
Corporate Governance Statement
We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part
of the Corporate Governance Statement relating to the Group and Parent Company’s compliance with the
provisions of the UK Corporate Governance Code specified for our review by the Listing Rules.
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 or our knowledge
obtained during the audit:
– Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting
and any material uncertainties identified set out on page 77;
– Directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers and
why the period is appropriate set out on page 46;
– Directors’ statement on whether it has a reasonable expectation that the Group will be able to continue in
operation and meet its liabilities set out on page 77;
– Directors’ statement on fair, balanced and understandable set out on page 82;
– Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on
page 41;
– The section of the Annual Report that describes the review of effectiveness of risk management and internal
control systems set out on page 91;
– The section describing the work of the Audit Committee set out on pages 85 - 89.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement set out on page 82, the Directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the Directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group and Parent
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
Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
Explanation as to what extent the audit was considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. 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. The extent to which our procedures are capable of detecting irregularities, including fraud is
detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged
with governance of the Parent Company and management.
– We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group
and determined that the most significant are those that relate to the reporting framework (UK-adopted
international accounting standards, the Companies Act 2006 and UK Corporate Governance Code) and
relevant tax compliance regulations. In addition, we concluded that there are certain significant laws and
regulations which may have an effect on the determination of the amounts and disclosures in the financial
statements, being the Listing Rules of the UK Listing Authority and relevant Financial Conduct Authority
(‘FCA’) rules and regulations.
– We understood how the Group is complying with those frameworks by making enquiries of senior
management, including the Chief Financial Officer, General Counsel and Company Secretary, Global Head of
Compliance and Risk, Head of Internal Audit and the Chairman of the Audit Committee. We corroborated our
understanding through our review of Board and Audit Committee meeting minutes, papers provided to the
Audit Committee, and correspondence with regulatory bodies.
– We assessed the susceptibility of the Group’s financial statements to material misstatement, including
how fraud might occur by discussing with the Audit Committee and management to understand where
they considered there was susceptibility to fraud. We considered performance targets and their potential
influence on efforts made by management to manage or influence the perceptions of analysts. We considered
the controls that the Group has established to address risks identified, or that otherwise prevent, deter and
detect fraud, including in a hybrid working environment; and how senior management and those charged
with governance monitor these controls. Where the risk was considered to be higher, we performed audit
procedures to address each identified fraud risk.
– Based on this understanding we designed our audit procedures to identify non-compliance with such laws
and regulations. Our procedures involved: inquiries of management, Internal Audit and those responsible for
legal and compliance matters. In addition, we performed journal entry testing, with a focus on manual journals
and journals indicating large or unusual transactions based on our understanding of the business; enquiries
of senior management, and focused testing, as referred to in the Key Audit Matters section above.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of
our auditor’s report.
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Other matters we are required to address
– Following the recommendation from the Audit Committee, we were appointed by the Parent Company on 21
July 2020 to audit the financial statements for itself and on behalf of the Group for the year ending 31 March
2021 and subsequent financial periods. Our appointment as auditor was approved by shareholders at the
Annual General Meeting on 21 July 2020.
– The period of total uninterrupted engagement including previous renewals and reappointments is four years,
covering the years ended 31 March 2021 to 31 March 2024.
– The audit opinion is consistent with the additional report to the Audit Committee.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of
Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent
Company’s members those matters we are required to state to them in an auditor’s report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than
the Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the
opinions we have formed.
Ashley Coups (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
27 May 2024
Independent auditor’s report to the members of Intermediate Capital Group plc continued
Consolidated income statement
For the year ended 31 March 2024
Notes
Year ended
31 March 2024
£m
Year ended
31 March 2023
£m
Fee and other operating income
3
554.8
483.6
Finance loss
5
(10.5)
(17.1)
Net gains on investments
9
405.3
172.5
Total Revenue
949.6
639.0
Other income
8
21.6
15.5
Finance costs
10
(49.5)
(64.6)
Administrative expenses
11
(390.5)
(343.3)
Share of results of joint ventures accounted for using the
equity method
29
(0.4)
4.4
Profit before tax from continuing operations
530.8
251.0
Tax charge
13
(62.4)
(29.4)
Profit after tax from continuing operations
468.4
221.6
Profit/ (loss) after tax on discontinued operations
28
6.0
56.8
Profit for the year
474.4
278.4
Attributable to:
Equity holders of the parent
473.4
280.6
Non-controlling interests
1.0
(2.2)
474.4
278.4
Earnings per share attributable to ordinary equity
holders of the parent
Basic (pence)
15
165.5p
98.2p
Diluted (pence)
15
162.1p
97.0p
Earnings per share for profit from continuing operations
attributable to ordinary equity holders of the parent
Basic (pence)
15
163.4p
77.6p
Diluted (pence)
15
160.1p
76.6p
The accompanying notes 1 to 33 are an integral part of these financial statements.
Consolidated statement of comprehensive income
For the year ended 31 March 2024
Group
Notes
Year ended
31 March 2024
£m
Year ended
31 March 2023
£m
Profit after tax
474.4
278.4
Items that may be subsequently reclassified to profit or
loss if specific conditions are met
Exchange differences on translation of foreign operations
(4.6)
19.5
Deferred tax on equity investments translation
(0.2)
3.9
Total comprehensive income for the year
469.6
301.8
Attributable to:
Equity holders of the parent
468.6
304.0
Non-controlling interests
1.0
(2.2)
469.6
301.8
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Consolidated statement of financial position
As at 31 March 2024
Notes
31 March 2024
Group
£m
31 March 2023
Group
£m
Non-current assets
Intangible assets
16
15.0
14.9
Property, plant and equipment
17
79.2
88.2
Investment property
18
82.7
0.8
Investment in Joint Venture accounted for under the
equity method
29
–
5.8
Trade and other receivables
19
36.1
37.1
Financial assets at fair value
5
7,391.5
7,036.6
Derivative financial assets
5
4.9
8.4
Deferred tax asset
13
36.4
17.6
7,645.8
7,209.4
Current assets
Trade and other receivables
19
389.6
232.0
Current tax debtor
19.1
57.0
Financial assets at fair value
5
73.2
4.7
Derivative financial assets
5
4.4
13.6
Cash and cash equivalents
6
990.0
957.5
1,476.3
1,264.8
Assets of disposal groups held for sale
28
–
578.3
Total assets
9,122.1
9,052.5
Notes
31 March 2024
Group
£m
31 March 2023
Group
£m
Non-current liabilities
Trade and other payables
20
66.0
71.1
Financial liabilities at fair value
5, 7
4,602.3
4,572.7
Financial liabilities at amortised cost
7
1,197.0
1,478.2
Other financial liabilities
7
99.2
79.6
Derivative financial liabilities
5, 7
–
0.9
Deferred tax liabilities
13
22.4
35.5
5,986.9
6,238.0
Current liabilities
Trade and other payables
20
529.2
471.4
Current tax creditor
37.8
14.8
Financial liabilities at amortised cost
7
250.4
58.5
Other financial liabilities
7
8.9
5.8
Derivative financial liabilities
5, 7
9.2
14.8
835.5
565.3
Liabilities of disposal groups held for sale
28
–
204.0
Total liabilities
6,822.4
7,007.3
Equity and reserves
Called up share capital
22
77.3
77.3
Share premium account
22
181.3
180.9
Other reserves
55.8
19.0
Retained earnings
1,987.5
1,742.6
Equity attributable to owners of the Company
2,301.9
2,019.8
Non-controlling interest
(2.2)
25.4
Total equity
2,299.7
2,045.2
Total equity and liabilities
9,122.1
9,052.5
The accompanying notes 1 to 33 are an integral part of these financial statements.
The financial statements of Intermediate Capital Group plc (Company Registration Number: 02234775) were
approved and authorised for issue by the Board of Directors on 27 May 2024 and were signed on its behalf by:
Benoît Durteste
David Bicarregui
Chief Executive Officer
Chief Financial Officer
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Consolidated statement of cash flows
For the year ended 31 March 2024
Notes
Year ended
31 March 2024
Group
£m
Year ended
31 March 2023
Group
£m
Cash flows generated from operations
297.1
324.0
Taxes paid
(41.2)
(32.4)
Net cash flows from operating activities
31
255.9
291.6
Investing activities
Purchase of intangible assets
16
(6.3)
(4.7)
Purchase of property, plant and equipment
17
(3.2)
(6.5)
Net cash flow from derivative financial instruments
31.5
(58.8)
Cash flow as a result of change in control of subsidiary
49.5
200.8
Net cash flows from investing activities
71.5
130.8
Financing activities
Purchase of own shares
23
–
(38.9)
Payment of principal portion of lease liabilities
7
(8.4)
(6.8)
Repayment of long-term borrowings
(50.7)
(194.6)
Dividends paid to equity holders of the parent
14
(223.4)
(236.4)
Net cash flows used in financing activities
(282.5)
(476.7)
Net increase/(decrease) in cash and cash equivalents
44.9
(54.3)
Effects of exchange rate differences on cash and cash equivalents
(12.4)
20.0
Cash and cash equivalents at 1 April
6
957.5
991.8
Cash and cash equivalents at 31 March
6
990.0
957.5
The Group’s cash and cash equivalents include £362.6m (2023: £407.5m) of restricted cash held principally by structured entities controlled by the Group (see note 6).
The accompanying notes 1 to 33 are an integral part of these financial statements.
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Consolidated statement of changes in equity
For the year ended 31 March 2024
Group
Share
capital
(note 22)
£m
Share
premium
(note 22)
£m
Other reserves
Retained
earnings
£m
Total
£m
Non-
controlling
interest
£m
Total
equity
£m
Capital
redemption
reserve1
£m
Share-based
payments
reserve
(note 24)
£m
Own
shares3
(note 23)
£m
Foreign
currency
translation
reserve2
£m
Balance at 1 April 2023
77.3
180.9
5.0
73.3
(103.4)
44.1
1,742.6
2,019.8
25.4
2,045.2
Profit after tax
–
–
–
–
–
–
473.4
473.4
1.0
474.4
Exchange differences on translation of foreign operations
–
–
–
–
–
(4.6)
–
(4.6)
–
(4.6)
Deferred tax on equity investments translation
–
–
–
–
–
(0.2)
–
(0.2)
–
(0.2)
Total comprehensive income/(expense) for the year
–
–
–
–
–
(4.8)
473.4
468.6
1.0
469.6
Adjustment of non-controlling interest on disposal of subsidiary
–
–
–
–
–
–
–
–
(28.6)
(28.6)
Issue of share capital
0.0
–
–
–
–
–
–
0.0
–
0.0
Options/awards exercised4
–
0.4
–
(33.7)
24.2
–
(5.1)
(14.2)
–
(14.2)
Tax on options/awards exercised
–
–
–
7.2
–
–
–
7.2
–
7.2
Credit for equity settled share schemes
–
–
–
43.9
–
–
–
43.9
–
43.9
Dividends paid (note 14)
–
–
–
–
–
–
(223.4)
(223.4)
–
(223.4)
Balance at 31 March 2024
77.3
181.3
5.0
90.7
(79.2)
39.3
1,987.5
2,301.9
(2.2)
2,299.7
Group
Share
capital
(note 22)
£m
Share
premium
(note 22)
£m
Other reserves
Retained
earnings
£m
Total
£m
Non-
controlling
interest
£m
Total
equity
£m
Capital
redemption
reserve1
£m
Share-based
payments
reserve
(note 24)
£m
Own
shares3
(note 23)
£m
Foreign
currency
translation
reserve2
£m
Balance at 1 April 2022
77.3
180.3
5.0
67.5
(93.0)
20.7
1,714.0
1,971.8
30.0
2,001.8
Profit after tax
–
–
–
–
–
–
280.6
280.6
(2.2)
278.4
Exchange differences on translation of foreign operations
–
–
–
–
–
19.5
–
19.5
–
19.5
Deferred tax on equity investments translation
–
–
–
–
–
3.9
–
3.9
–
3.9
Total comprehensive income/(expense) for the year
–
–
–
–
–
23.4
280.6
304.0
(2.2)
301.8
Adjustment of non-controlling interest on disposal of subsidiary
–
–
–
–
–
–
(1.3)
(1.3)
(31.1)
(32.4)
Acquisition of non-controlling interest
–
–
–
–
–
–
–
–
28.7
28.7
Issue of share capital
0.0
–
–
–
–
–
–
0.0
–
0.0
Own shares acquired in the year
–
–
–
–
(38.9)
–
–
(38.9)
–
(38.9)
Options/awards exercised4
–
0.6
–
(31.3)
28.5
–
(14.3)
(16.5)
–
(16.5)
Tax on options/awards exercised
–
–
–
(2.4)
–
–
–
(2.4)
–
(2.4)
Credit for equity settled share schemes
–
–
–
39.5
–
–
–
39.5
–
39.5
Dividends paid (note 14)
–
–
–
–
–
–
(236.4)
(236.4)
–
(236.4)
Balance at 31 March 2023
77.3
180.9
5.0
73.3
-103.4
44.1
1742.6
2019.8
25.4
2045.2
1. The capital redemption reserve is a reserve created when a company buys its own shares which reduces its share capital. £1.4m of the balance relates to the conversion of ordinary shares and convertible shares into ordinary shares in 1994.
The remaining £3.6m relates to the cancellation of treasury shares in 2015.
2. Other comprehensive income/(expense) reported in the foreign currency translation reserve represents foreign exchange gains and losses on the translation of subsidiaries reporting in currencies other than sterling.
3. The movement in the Group Own shares reserve in respect of Options/awards exercised, represents the employee shares vesting net of personal taxes and social security.
4. The associated personal taxes and social security liabilities are settled by the Group with the equivalent value of shares retained in the Own shares reserve.
The accompanying notes 1 to 33 are an integral part of these financial statements.
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Parent company statement of financial position
For the year ended 31 March 2024
Notes
31 March 2024
Company
£m
31 March 2023
Company
£m
Non-current assets
Intangible assets
16
9.7
9.2
Property, plant and equipment
17
39.0
44.0
Investment in subsidiaries
27
1,919.4
1,868.9
Trade and other receivables
19
758.7
766.3
Financial assets at fair value
5
243.0
288.7
Derivative financial assets
5
4.9
8.4
2,974.7
2,985.5
Current assets
Trade and other receivables
19
37.3
210.5
Current tax debtor
40.4
35.3
Derivative financial assets
5
4.4
13.6
Cash and cash equivalents
6
464.4
409.8
546.5
669.2
Total assets
3,521.2
3,654.7
Notes
31 March 2024
Company
£m
31 March 2023
Company
£m
Non-current liabilities
Trade and other payables
20
0.3
71.3
Financial liabilities at amortised cost
7
1,197.0
1,478.2
Other financial liabilities
7
34.9
39.3
Derivative financial liabilities
5, 7
–
0.9
Deferred tax liabilities
13
7.7
2.9
1,239.9
1,592.6
Current liabilities
Trade and other payables
20
1,120.8
1,158.7
Financial liabilities at amortised cost
7
250.4
58.5
Other financial liabilities
7
4.4
4.3
Derivative financial liabilities
5, 7
9.2
14.8
1,384.8
1,236.3
Total liabilities
2,624.7
2,828.9
Equity and reserves
Called up share capital
22
77.3
77.3
Share premium account
22
181.3
180.9
Other reserves
54.7
44.5
Retained earnings
583.2
523.1
Equity attributable to owners of the Company
896.5
825.8
Total equity
896.5
825.8
Total equity and liabilities
3,521.2
3,654.7
The Parent Company’s total profit for the year was £283.5m (2023: Profit of £109.5m).
The accompanying notes 1 to 33 are an integral part of these financial statements.
The financial statements of Intermediate Capital Group plc (Company Registration Number: 02234775) were
approved and authorised for issue by the Board of Directors on 27 May 2024 and were signed on its behalf by:
Benoît Durteste
David Bicarregui
Chief Executive Officer
Chief Financial Officer
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Parent company statement of cash flows
For the year ended 31 March 2024
Notes
Year ended
31 March 2024
Company
£m
Year ended
31 March 2023
Company
£m
Cash flows used in operations
(136.8)
(314.3)
Taxes paid
(24.2)
(20.8)
Net cash flows used in operating activities
31
(161.0)
(335.1)
Investing activities
Purchase of intangible assets
16
(6.2)
(3.6)
Purchase of property, plant and equipment
17
(0.6)
(0.7)
Net cash flow from derivative financial instruments
31.4
(58.8)
Cash paid in respect of Group investing activities (acquisition of long-term assets)
(369.1)
(216.6)
Cash received in respect of Group investing activities (proceeds from long-term assets)
505.2
109.5
Advances to subsidiaries
(7.2)
(147.7)
Receipts from subsidiaries
4.1
–
Net cash flows from/(used) in investing activities
157.6
(317.9)
Financing activities
Payment of principal portion of lease liabilities
7
(5.8)
(4.1)
Repayment of long-term borrowings
(50.7)
(194.6)
Dividends paid to equity holders of the parent
14
(223.4)
(236.4)
Advances received from subsidiaries
560.9
483.2
Repayment of amounts owed to subsidiaries
(373.0)
(239.7)
Advances received from subsidiaries (receipts of proceeds from long-term assets)
149.3
543.8
Net cash flows from financing activities
57.3
352.2
Net increase/(decrease) in cash and cash equivalents
53.9
(300.8)
Effects of exchange rate differences on cash and cash equivalents
0.7
3.5
Cash and cash equivalents at 1 April
6
409.8
707.1
Cash and cash equivalents at 31 March
6
464.4
409.8
The accompanying notes 1 to 33 are an integral part of these financial statements.
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Parent company statement of changes in equity
For the year ended 31 March 2024
Company
Share
capital
(note 22)
£m
Share
premium
(note 22)
£m
Other reserves
Retained
earnings
£m
Total
equity
£m
Capital
redemption
reserve1
£m
Share-based
payments reserve
(note 24)
£m
Own
shares
(note 23)
£m
Balance at 1 April 2023
77.3
180.9
5.0
60.8
(21.3)
523.1
825.8
Profit after tax
–
–
–
–
–
283.5
283.5
Total comprehensive income for the year
283.5
283.5
Issue of share capital
0.0
–
–
–
–
–
–
Options/awards exercised
–
0.4
–
(33.7)
–
–
(33.3)
Credit for equity settled share schemes
–
–
–
43.9
–
–
43.9
Dividends paid (note 14)
–
–
–
–
–
(223.4)
(223.4)
Balance at 31 March 2024
77.3
181.3
5.0
71.0
(21.3)
583.2
896.5
Company
Share
capital
(note 22)
£m
Share
premium
(note 22)
£m
Other reserves
Retained
earnings
£m
Total
equity
£m
Capital
redemption
reserve1
£m
Share-based
payments reserve
(note 24)
£m
Own
shares
(note 23)
£m
Balance at 1 April 2022
77.3
180.3
5.0
52.6
(21.3)
650.0
943.9
Profit after tax
–
–
–
–
–
109.5
109.5
Total comprehensive income for the year
109.5
109.5
Issue of share capital
0.0
–
–
–
–
–
–
Options/awards exercised
–
0.6
–
(31.3)
–
–
(30.7)
Credit for equity settled share schemes
–
–
–
39.5
–
–
39.5
Dividends paid (note 14)
–
–
–
–
–
(236.4)
(236.4)
Balance at 31 March 2023
77.3
180.9
5.0
60.8
(21.3)
523.1
825.8
1. The capital redemption reserve is a reserve created when a company buys its own shares which reduces its share capital. This reserve is not distributable to shareholders. £1.4m of the balance relates to the conversion of ordinary shares and convertible shares into ordinary
shares in 1994. The remaining £3.6m relates to the cancellation of treasury shares in 2015.
The accompanying notes 1 to 33 are an integral part of these financial statements.
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Notes to the financial statements
1. General information and basis of preparation
General information
Intermediate Capital Group plc (the ‘Parent Company’, ‘Company’ or ‘ICG plc’) is a public company limited
by shares, incorporated, domiciled and registered in England and Wales under the Companies Act, with
the company registration number 02234775. The registered office is Procession House, 55 Ludgate Hill,
New Bridge Street, London EC4M 7JW.
The consolidated financial statements for the year to 31 March 2024 comprise the financial statements
of the Parent Company and its consolidated subsidiaries (collectively, the ‘Group’). The nature of the
Group’s operations and its principal activities are detailed in the Strategic Report.
Basis of preparation
The consolidated financial statements of the Group and Company are prepared in accordance with
UK-adopted international accounting standards (‘UK-adopted IAS’) and, as regards the Parent
Company financial statements, as applied in accordance with the provisions of the Companies Act 2006.
The Company has taken advantage of section 408 of the Companies Act 2006 not to present the Parent
Company profit and loss account.
The financial statements have been prepared on a going concern basis and under the historical cost
convention, except for financial instruments and investment property that are measured at fair value through
profit and loss at the end of the reporting period, as detailed in note 5 and note 18, respectively, and certain
investments in associates and joint ventures held for venture capital purposes, as detailed in note 29.
In the application of the Group’s accounting policies, the Directors are required to make judgements, estimates
and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical experience and other factors
that are considered to be relevant. Actual results may differ from these estimates.
The judgements, estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is revised if the revision affects only
that period, or in the period of the revision and future periods if the revision affects both current and future
periods. Details of the critical judgements made, and key sources of estimation uncertainty, are included
in note 1 and in the note to which the critical judgement or source of estimation uncertainty relates.
In preparing the financial statements, the Directors have considered the impact of potential climate-related
risks on a number of key estimates within the financial statements, including:
– the valuation of financial assets; and
– the application of the Group’s revenue recognition policy, primarily the impact on the net asset value
(‘NAV’) of funds on which performance-related fees are generated.
Overall, the Directors concluded that climate-related risks do not have a material impact on the financial
reporting judgements and estimates in the current year. This reflects the conclusion that climate change is not
expected to have a significant impact on the Group’s short-term cash flows including those considered in the
going concern and viability assessments.
The accounting policies as set out in the notes to the accounts have been applied consistently to all periods
presented in these consolidated financial statements.
Basis of consolidation
The Group’s financial statements consolidate the results of Intermediate Capital Group plc and entities
controlled by the Company for the period to 31 March each year. Control is achieved when the Company
has power over the relevant activities of the investee, exposure to variable returns from the investee,
and the ability to affect those returns through its power over the investee.
The assessment of control is based on all relevant facts and circumstances and the Group reassesses
its conclusion if there is an indication that there are changes in facts and circumstances. Subsidiaries are
included in the consolidated financial statements from the date that control commences, until the date that
control ceases. See note 27 which lists the Group’s subsidiaries and controlled structured entities.
Each component of other comprehensive income and profit or loss is attributed to the owners of the Company
and to the non-controlling interests.
Adjustments are made where required to the financial statements of subsidiaries for consistency with the
accounting policies of the Group. All intra-group transactions, balances, unrealised income and expenses
are eliminated on consolidation.
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Notes to the financial statements continued
1. General information and basis of preparation continued
Key accounting judgements and estimates in the application of accounting policies
Key accounting judgements
In preparing the financial statements, apart from those involving estimations, two key accounting judgements
have been made by the Directors in the application of the Group’s accounting policies which have the most
significant effect on the amounts recognised in the consolidated financial statements:
i. The Group’s assessment as to whether it controls certain investee entities, including third-party funds
and carried interest partnerships, and is therefore required to consolidate the investee, as detailed above.
The Group’s assessment of this critical judgement is discussed further in note 27.
ii. The application of the Group’s revenue recognition policy in respect of the performance fee component of
management fees. Judgement is primarily applied in considering the timings of when expected performance
conditions will be met and the appropriate constraint to be applied. The Group’s assessment of this key
accounting judgement is discussed further in note 3.
Key sources of estimation uncertainty
The key sources of estimation uncertainty at the reporting date, that may have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within the next financial year, results from
the Group’s assessment of fair value of its financial assets and liabilities (discussed further in note 5 and note
7) and the impact of this assessment on trade and other payables related to the Deal Vintage Bonus (‘DVB’)
– see notes 12 and 20.
Key accounting judgements and the Group’s assessment of fair value of its financial assets and liabilities are
reviewed by the Audit Committee during the year and its involvement in the process is included in its report
on page 84.
Foreign currencies
The functional currency of the Company is sterling as the Company’s shares are denominated in sterling and the
Company’s costs are primarily incurred in sterling. The Group has determined the presentational currency of
the Group is the functional currency of the Company. Information is presented to the nearest million (£m).
Transactions denominated in foreign currencies are translated using the exchange rates prevailing at the date
of the transactions. At each reporting date, monetary assets and liabilities denominated in a foreign currency
are retranslated at the rates prevailing at the reporting date. Non-monetary assets and liabilities denominated
in foreign currencies that are measured at fair value are translated at the rate prevailing at the date the fair value
was determined. Non-monetary items that are measured at historical cost are translated using rates prevailing
at the date of the transaction.
The assets and liabilities of the Group’s foreign operations are translated using the exchange rates prevailing
at the reporting date. Income and expense items are translated using the average exchange rates during the
year. Exchange differences arising from the translation of foreign operations are taken directly to the foreign
currency translation reserve. On disposal of a foreign operation, exchange differences previously recognised
in other comprehensive income are reclassified to the income statement.
Going concern
The financial statements are prepared on a going concern basis, as the Board is satisfied that the Group
have the resources to continue in business for a period of at least 18 months from approval of the financial
statements.
In assessing the Group’s ability to continue in its capacity as a going concern, the Board considered a wide
range of information relating to present and future projections of profitability and liquidity. The assessment
also incorporates internally generated stress tests, including reverse stress testing, on key areas including
fund performance risk and external environmental risk. The stress tests used were based upon an assessment
of reasonably possible downside economic scenarios that the Group could be exposed to. Further information
can be found in the Viability Statement on page 46.
The review showed the Group has sufficient liquidity in place to support its business operations for the
foreseeable future. Accordingly, the Directors have a reasonable expectation the Group has resources to
continue as a going concern to 30 November 2025, an 18 month period from the date of approval of the
financial statements.
2. Changes in accounting policies and disclosures
New and amended standards and interpretations
The new and amended standards and interpretations that are issued, but not yet effective, up to the date
of issuance of the Group’s financial statements are disclosed below. The Group intends to adopt these
standards, if applicable, when they become effective. These new standards are not expected to have a
material impact on the Group. No new standard implemented during the year had a material impact on the
Group financial statements.
IFRS/IAS
Accounting periods
commencing on or after
IAS 12
International Tax Reform - Pillar Two Model Rules
1 January 2024
IAS 1
Classification of Liabilities as Current or Non-current
1 January 2024
IAS 1
Non-current Liabilities with Covenants
1 January 2024
IFRS 16
Lease Liability in a Sale and Leaseback
1 January 2024
IAS 7 and IFRS 7
Supplier finance arrangements
1 January 2024
Changes in material accounting policy information
No changes to material accounting policies were implemented.
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Notes to the financial statements continued
3. Revenue
Revenue and its related cash flows, within the scope of IFRS 15 ‘Revenue from Contracts with Customers’, are
derived from the Group’s fund management company activities and are presented net of any consideration
payable to a customer in the form of rebates. The significant components of the Group’s fund management
revenues are as follows:
Type of contract/service
Year ended
31 March 2024
£m
Year ended
31 March 2023
£m
Management fees1
552.7
481.6
Other income
2.1
2.0
Fee and other operating income
554.8
483.6
1. Included within management fees is £76.2m (2023: £22.4m) of performance related fees.
Management fees
The Group earns management fees from its investment management services. Management fees are charged on
third-party capital managed by the Group and are based on an agreed percentage of either committed capital,
invested capital or NAV, dependent on the fund. Management fees comprise both non-performance and
performance-related fee elements related to one contract obligation. Non-performance-related management
fees for the year of £476.5m (2023: £459.2m) are charged in arrears and are recognised in the period services
are performed.
Performance-related management fees (‘performance fees’) are recognised only to the extent it is highly
probable that there will not be a significant reversal of the revenue recognised in the future. This is generally
towards the end of the contract period or upon early liquidation of a fund. The estimate of performance fees
is made with reference to the liquidation profile of the fund, which factors in portfolio exits and timeframes.
For certain funds the estimate of performance fees is made with reference to specific requirements. A constraint
is applied to the estimate to reflect uncertainty of future fund performance. Performance fees of £76.2m (2023:
£22.4m) have been recognised in the year. Performance fees will only be crystallised and received in cash when
the relevant fund performance hurdle is met.
There are no other individually significant components of revenue from contracts with customers.
Key accounting judgement
A key judgement for the Group is whether performance fees will meet their expected performance conditions
within the expected timeframes. The Group bases its assessment on the best available information pertaining to
the funds and the activity of the underlying assets within that fund. The valuation of the underlying assets within
a fund will be subject to fluctuations in the future, including the impact of macroeconomic factors outside the
Group’s control. The information on which this judgement is based is the liquidation NAV of the relevant funds
(which are subject to annual audit).
The Directors base their projected views on a 24-month look-forward basis, the ‘forecast period’, from the year
end. The Directors believe they have a reasonable basis on which to judge expected exits and value within a
24-month horizon, but not beyond that.
Within this forecast period, the Directors will consider funds that have either reached their hurdle rate or are
expected to reach the hurdle rate in the forecast period. In determining whether a fund is expected to reach
the hurdle rate, the key inputs are the latest expected repayment dates of the underlying assets and expected
proceeds on realisation, as approved by the Fund Investment Committees.
Where the hurdle date is expected to be reached within 24 months of the year end but performance fees
are not yet paid, a constraint will be applied within the determination of the performance fee receivable.
Application of the constraint limits the revenue recognised. This is assessed on a case-by-case basis.
The weighted-average constraint at the reporting date is 56% (2023: 43%). If the average constraint were to
increase by 10 percentage points to 66% (2023: 53%) this would result in a reduction in revenue of £15.88m
(2023: £1.13m). Conversely, a 10% decrease in constraint would result in an increase in revenue of £15.88m
(2023: £1.13m) being recognised in the income statement. In certain limited circumstances performance fees
received may be subject to clawback provisions if the performance of the fund deteriorates materially following
the receipt of performance fees.
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Notes to the financial statements continued
4. Segmental reporting
For management purposes, the Group is organised into two operating segments, the Fund Management Company (‘FMC’) and the Investment Company (‘IC’) which are also reportable segments. In identifying the Group’s
reportable segments, management considered the basis of organisation of the Group’s activities, the economic characteristics of the operating segments, and the type of products and services from which each reportable
segment derives its revenues. Total reportable segment figures are alternative performance measures (‘APM’).
The Executive Directors, the chief operating decision makers, monitor the operating results of the FMC and the IC for the purpose of making decisions about resource allocation and performance assessment. The Group does
not aggregate the FMC and IC as those segments do not have similar economic characteristics. Information about these segments is presented below.
The FMC earns fee income for the provision of investment management services and recognises the fair value movement on any associated hedging derivatives and incurs the majority of the Group’s costs in delivering these
services, including the cost of the investment teams and the cost of support functions, primarily marketing, operations, information technology and human resources.
The IC is charged a management fee of 1% of the carrying value of the average balance sheet investment portfolio by the FMC and this is shown below as the Inter-segmental fee. It also recognises the fair value movement on any
hedging derivatives. The costs of finance, treasury and legal teams, and other Group costs primarily related to being a listed entity, are allocated to the IC. The remuneration of the Executive Directors is allocated equally to the
FMC and the IC.
The amounts reported for management purposes in the tables below are reconciled to the UK-adopted IAS reported amounts on the following pages.
Year ended 31 March 2024
Year ended 31 March 2023
FMC
£m
IC
£m
Reportable
segments Total
£m
FMC
£m
IC
£m
Reportable
segments Total
£m
External fee income
579.1
–
579.1
501.0
2.6
503.6
Inter-segmental fee
25.0
(25.0)
–
25.0
(25.0)
–
Other operating income
0.9
1.0
1.9
0.5
1.7
2.2
Fund management fee income
605.0
(24.0)
581.0
526.5
(20.7)
505.8
Net investment returns
–
379.3
379.3
–
102.3
102.3
Dividend income
47.0
–
47.0
40.2
–
40.2
Net fair value (loss)/gain on derivatives
–
(7.3)
(7.3)
(26.8)
16.8
(10.0)
Total revenue
652.0
348.0
1,000.0
539.9
98.4
638.3
Interest income
–
21.5
21.5
–
13.9
13.9
Interest expense
(2.2)
(45.8)
(48.0)
(2.2)
(61.8)
(64.0)
Staff costs
(101.0)
(21.4)
(122.4)
(85.0)
(20.0)
(105.0)
Incentive scheme costs
(113.3)
(58.6)
(171.9)
(92.2)
(59.6)
(151.8)
Other administrative expenses
(61.0)
(20.4)
(81.4)
(49.8)
(23.5)
(73.3)
Profit before tax and discontinued operations
374.5
223.3
597.8
310.7
(52.6)
258.1
Reconciliation of APM amounts reported for management purposes to the financial statements reported under UK-adopted IAS
Included in the following tables within Consolidated entities are statutory adjustments made to the following. The impact of these adjustments on profit before tax is shown in the table on the following page:
– All income generated from the balance sheet investment portfolio is presented as net investment returns for Reportable segments purposes, under UK-adopted IAS it is presented within gains on investments and other
operating income.
– Structured entities controlled by the Group are presented as fair value investments for Reportable segments, these entities are consolidated under UK-adopted IAS within Consolidated entities.
– Seed investments are presented as current financial assets for Reportable segments, these assets are presented under UK-adopted IAS as current financial assets, non-current financial assets or investment property
within Consolidated entities.
– Other adjustments necessary to comply with UK-adopted IAS, including in respect of a fair value gain of £60m recognised in FY23 within Consolidated entities and subsequently recognised in FY24 within Reportable
segments as this asset is now expected to be sold to a third party and not transferred to a fund.
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Notes to the financial statements continued
4. Segmental reporting continued
Consolidated income statement
Year ended 31 March 2024
Year ended 31 March 2023
Reportable
segments
£m
Consolidated
entities
£m
Financial
statements
£m
Reportable
segments
£m
Consolidated
entities
£m
Financial
statements
£m
Fund management fee income
579.1
(26.4)
552.7
503.6
(22.0)
481.6
Other operating income
1.9
0.2
2.1
2.2
(0.2)
2.0
Fee and other income
581.0
(26.2)
554.8
505.8
(22.2)
483.6
Dividend income
47.0
(47.0)
–
40.2
(40.2)
–
Net fair value loss on derivatives
(7.3)
(3.2)
(10.5)
(10.0)
(7.1)
(17.1)
Finance income/(loss)
39.7
(50.2)
(10.5)
30.2
(47.3)
(17.1)
Net investment returns/gains on investments
379.3
26.0
405.3
102.3
70.2
172.5
Total revenue
1,000.0
(50.4)
949.6
638.3
0.7
639.0
Other income
21.5
0.1
21.6
13.9
1.6
15.5
Finance costs
(48.0)
(1.5)
(49.5)
(64.0)
(0.6)
(64.6)
Staff costs
(122.4)
–
(122.4)
(105.0)
(0.1)
(105.1)
Incentive scheme costs
(171.9)
–
(171.9)
(151.8)
0.2
(151.6)
Other administrative expenses
(81.4)
(14.8)
(96.2)
(73.3)
(13.3)
(86.6)
Administrative expenses
(375.7)
(14.8)
(390.5)
(330.1)
(13.2)
(343.3)
Share of results of joint ventures accounted for using equity method
–
(0.4)
(0.4)
–
4.4
4.4
Profit before tax and discontinued operations
597.8
(67.0)
530.8
258.1
(7.1)
251.0
Tax charge
(78.5)
16.1
(62.4)
(28.8)
(0.6)
(29.4)
Profit after tax from discontinued operations
–
6.0
6.0
–
56.8
56.8
Profit after tax and discontinued operations
519.3
(44.9)
474.4
229.3
49.1
278.4
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Notes to the financial statements continued
4. Segmental reporting continued
Consolidated statement of financial position
Year ended 31 March 2024
2024
2023
Reportable
segments
£m
Consolidated
entities
£m
Financial
statements
£m
Reportable
segments
£m
Consolidated
entities
£m
Financial
statements
£m
Non-current financial assets
2,713.7
4,682.7
7,396.4
2,642.2
4,402.8
7,045.0
Other non-current assets
166.5
82.9
249.4
158.4
6.0
164.4
Cash
627.4
362.6
990.0
550.0
407.5
957.5
Current financial assets
366.6
(289.0)
77.6
282.4
(264.1)
18.3
Other current assets
299.1
109.6
408.7
243.7
623.6
867.3
Total assets
4,173.3
4,948.8
9,122.1
3,876.7
5,175.8
9,052.5
Non-current financial liabilities
1,266.4
4,632.1
5,898.5
1,558.0
4,573.4
6,131.4
Other non-current liabilities
87.3
1.1
88.4
104.5
2.1
106.6
Current financial liabilities
268.4
0.1
268.5
79.1
–
79.1
Other current liabilities
255.8
311.2
567.0
157.7
532.5
690.2
Total liabilities
1,877.9
4,944.5
6,822.4
1,899.3
5,108.0
7,007.3
Equity
2,295.4
4.3
2,299.7
1,977.4
67.8
2,045.2
Total equity and liabilities
4,173.3
4,948.8
9,122.1
3,876.7
5,175.8
9,052.5
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4. Segmental reporting continued
Consolidated statement of cash flows
2024
Reportable
segments
£m
Consolidated
entities
£m
Financial
Statements
£m
Profit/(loss) before tax from continuing operations
597.8
(67.0)
530.8
Adjustments for non-cash items:
Fee and other operating (income)/expense
(581.0)
26.2
(554.8)
Net investment returns
(379.3)
(26.0)
(405.3)
Net fair value (gain)/loss on derivatives
(23.5)
0.7
(22.8)
Impact of movement in foreign exchange rates
30.9
2.4
33.3
Interest income
(68.5)
46.9
(21.6)
Interest expense
48.0
1.5
49.5
Depreciation, amortisation and impairment of property,
plant, equipment and intangible assets
18.0
–
18.0
Share-based payment expense
43.9
–
43.9
Working capital changes:
Increase in trade receivables
(8.5)
(80.2)
(88.7)
Increase/(decrease) in trade and other payables
50.5
(68.2)
(17.7)
(271.7)
(163.7)
(435.4)
Proceeds from sale of current financial assets and
disposal groups held for sale
319.2
–
319.2
Purchase of current financial assets and disposal groups
held for sale
(312.1)
–
(312.1)
Purchase of investments
(322.5)
(1,407.2)
(1,729.7)
Proceeds from sales and maturities of investments
403.0
1,830.1
2,233.1
Redemption of CLO notes1
–
(389.1)
(389.1)
Interest and dividend income received
122.2
372.0
494.2
Fee and other operating income received
492.0
4.4
496.4
Interest paid
(49.3)
(330.2)
(379.5)
Cash flow generated from/(used in) operations
380.8
(83.7)
297.1
Taxes paid
(41.2)
–
(41.2)
Net cash flows from/(used in) operating activities
339.6
(83.7)
255.9
2024
Reportable
segments
£m
Consolidated
entities
£m
Financial
Statements
£m
Investing activities
Purchase of intangible assets
(6.3)
–
(6.3)
Purchase of property, plant and equipment
(3.2)
–
(3.2)
Net cash flow from derivative financial instruments
31.5
–
31.5
Cash flow as a result of acquisition of subsidiaries
–
49.5
49.5
Net cash flows from investing activities
22.0
49.5
71.5
Financing activities
Payment of principal portion of lease liabilities
(8.4)
–
(8.4)
Repayment of long-term borrowings
(50.7)
–
(50.7)
Dividends paid to equity holders of the parent
(223.4)
–
(223.4)
Net cash flows used in financing activities
(282.5)
–
(282.5)
Net increase/decrease in cash and cash equivalents
79.1
(34.2)
44.9
Effects of exchange rate differences on cash and cash
equivalents
(1.7)
(10.7)
(12.4)
Cash and cash equivalents at 1 April
550.0
407.5
957.5
Cash and cash equivalents at 31 March
627.4
362.6
990.0
1. The prior period has been re-presented to separately disclose the gross amounts of issuance and redemption of CLO notes,
previously included within the “Purchase of Investment” and “Proceeds from sales and maturities of investments” lines respectively.
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Notes to the financial statements continued
4. Segmental reporting continued
2023
Reportable
segments
£m
Consolidated
entities
£m
Financial
Statements
£m
Profit/(loss) before tax from continuing operations
258.1
(7.1)
251
Adjustments for non-cash items:
Fee and other operating (income)/expense
(505.8)
22.2
(483.6)
Net investment returns
(102.3)
(70.2)
(172.5)
Net fair value loss on derivatives
34.9
–
34.9
Impact of movement in foreign exchange rates
(24.9)
7.1
(17.8)
Interest income
(13.9)
(1.6)
(15.5)
Interest expense
64.0
0.6
64.6
Depreciation, amortisation and impairment of property,
plant, equipment and intangible assets
18.2
–
18.2
Share-based payment expense
39.5
0
39.5
Change in disposal groups held for sale
–
(8.8)
(8.8)
Working capital changes:
(Increase)/decrease in trade receivables
(48.3)
36.3
(12.0)
Decrease in trade and other payables
(41.3)
(155.6)
(196.9)
(321.8)
(177.1)
(498.9)
Proceeds from sale of current financial assets and
disposal groups held for sale
45.5
–
45.5
Purchase of current financial assets and disposal groups
held for sale
(211.9)
–
(211.9)
Purchase of investments
(453.8)
(920.8)
(1,374.6)
Proceeds from sales and maturities of investments
689.4
1,032.4
1,721.8
Issuance of CLO notes1
–
0.4
0.4
Redemption of CLO notes1
–
(45.6)
(45.6)
Interest and dividend income received
106.8
256.0
362.8
Fee and other operating income received
573.3
14.6
587.9
Interest paid
(63.5)
(199.9)
(263.4)
Cash flow generated from/(used in) operations
363.9
(39.9)
324.0
Taxes paid
(32.4)
–
(32.4)
Net cash flows from/(used in) operating activities
331.5
(39.9)
291.6
2023
Reportable
segments
£m
Consolidated
entities
£m
Financial
Statements
£m
Investing activities
Purchase of intangible assets
(4.7)
–
(4.7)
Purchase of property, plant and equipment
(6.5)
–
(6.5)
Net cash flow from derivative financial instruments
(58.8)
–
(58.8)
Cash flow as a result of acquisition of subsidiaries
–
200.8
200.8
Net cash flows (used in)/from investing activities
(70.0)
200.8
130.8
Financing activities
Purchase of Own Shares
(38.9)
–
(38.9)
Payment of principal portion of lease liabilities
(6.8)
–
(6.8)
Repayment of long-term borrowings
(194.6)
–
(194.6)
Dividends paid to equity holders of the parent
(236.4)
–
(236.4)
Net cash flows used in financing activities
(476.7)
–
(476.7)
Net (decrease)/increase in cash and cash equivalents
(215.2)
160.9
(54.3)
Effects of exchange rate differences on cash and cash
equivalents
3.7
16.3
20.0
Cash and cash equivalents at 1 April
761.5
230.3
991.8
Cash and cash equivalents at 31 March
550.0
407.5
957.5
1. The prior period has been re-presented to separately disclose the gross amounts of issuance and redemption of CLO notes,
previously included within the “Purchase of Investment” and “Proceeds from sales and maturities of investments” lines respectively.
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Notes to the financial statements continued
4. Segmental reporting continued
Geographical analysis of non-current assets
Asset Analysis by Geography
Year ended
31 March 2024
£m
Year ended
31 March 2023
£m
Europe (including UK)
132.5
116.4
Asia Pacific
62.5
7.3
North America
54.4
40.7
Total
249.4
164.4
Geographical analysis of Group revenue
Income Analysis by Geography
Year ended
31 March 2024
£m
Year ended
31 March 2023
£m
Europe (including UK)
726.5
415.3
Asia Pacific
87.2
58.6
North America
135.9
165.1
Total
949.6
639.0
140
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Notes to the financial statements continued
5. Financial assets and liabilities
Accounting policy
Financial assets
Financial assets can be classified into the following categories: Amortised Cost, Fair Value Through Profit and Loss (‘FVTPL’) and Fair Value Through Other Comprehensive Income (‘FVOCI’). The Group has classified
all invested financial assets as FVTPL.
Financial assets at FVTPL are initially recognised and subsequently measured at fair value. A valuation assessment is performed on a recurring basis with gains or losses arising from changes in fair value recognised
through net gains on investments in the consolidated income statement. Dividends or interest earned on the financial assets are also included in the net gains on investments.
Where the Group holds investments in a number of financial instruments such as debt and equity in a portfolio company, the Group views their entire investment as a unit of account for valuation purposes. Industry
standard valuation guidelines such as the International Private Equity and Venture Capital (’IPEV’) Valuation Guidelines - December 2022, allow for a level of aggregation where there are a number of financial instruments
held within a portfolio company.
Recognition of financial assets
When the Group invests in the capital structure of a portfolio company, these assets are initially recognised and subsequently measured at fair value, and transaction costs are recognised in the consolidated
income statement immediately.
Derecognition of financial assets
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when substantially all the risks and rewards of ownership of the asset are transferred to another party.
On derecognition of a financial asset in its entirety, the difference between the asset’s carrying value amount and the sum of the consideration received and receivable, is recognised in profit or loss.
Key sources of estimation uncertainty on financial assets
Fair value is the amount for which an asset could be exchanged, or liability settled, between knowledgeable, willing parties in an arm’s length transaction at the reporting date. The fair value of investments is based on quoted
prices, where available. Where quoted prices are not available, the fair value is estimated in line with IFRS and industry standard valuation guidelines such as IPEV for direct investments in portfolio companies, and the Royal
Institute of Chartered Surveyors Valuation – Global Standards 2020 for investment property. These valuation techniques can be subjective and include assumptions which are not supportable by observable data. Details
of the valuation techniques and the associated sensitivities are further disclosed in this note on page 147.
Given the subjectivity of investments in private companies, senior and subordinated notes of Collateralised Loan Obligation vehicles and investments in investment property, these are key sources of estimation uncertainty,
and as such the valuations are approved by the relevant Fund Investment Committees and Group Valuation Committee. The unobservable inputs relative to these investments are further detailed below.
Fair value measurements recognised in the statement of financial position
The information set out below provides information about how the Group and Company determines fair values of various financial assets and financial liabilities, grouped into Levels 1 to 3 based on the degree
to which the fair value is observable.
– Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities
– Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices)
– Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs)
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Notes to the financial statements continued
5. Financial assets and liabilities continued
The following table summarises the valuation of the Group’s financial assets and liabilities by fair value hierarchy:
Group
As at 31 March 2024
As at 31 March 2023
Level 1
£m
Level 2
£m
Level 3
£m
Total
£m
Level 1
£m
Level 2
£m
Level 3
£m
Total
£m
Financial assets
Investment in or alongside managed funds1
5.7
3.6
2,300.7
2,310.0
7.2
1.8
2,144.3
2,153.3
Consolidated CLOs and credit funds
–
4,154.9
462.6
4,617.5
–
4,101.4
567.7
4,669.1
Derivative assets
–
9.3
–
9.3
–
22.0
–
22.0
Investment in private companies2
–
–
401.7
401.7
–
–
100.4
100.4
Investment in public companies
4.5
–
–
4.5
5.1
–
–
5.1
Non-consolidated CLOs and credit funds
–
111.3
19.7
131.0
–
105.8
7.5
113.3
Disposal groups held for sale
–
–
–
–
–
–
163.2
163.2
Total financial assets3
10.2
4,279.1
3,184.7
7,474.0
12.3
4,231.0
2,983.1
7,226.4
Financial liabilities
Liabilities of consolidated CLOs and credit funds
–
(4,415.6)
(186.7)
(4,602.3)
–
(4,508.0)
(64.7)
(4,572.7)
Derivative liabilities
–
(9.2)
–
(9.2)
–
(15.7)
–
(15.7)
Disposal groups held for sale
–
–
–
–
–
–
–
–
Total financial liabilities
–
(4,424.8)
(186.7)
(4,611.5)
–
(4,523.7)
(64.7)
(4,588.4)
1. Level 3 investments in or alongside managed funds includes £1,212.3m Corporate Investments & US Mid Market, £517.9m Strategic Equity, LP Secondaries, Recovery Fund, Life Sciences, £58.2m Senior Debt Partners, £82.1m North America Credit Partners, £399.6m real estate
funds, and £16.8m credit funds.
2. Level 3 Investment in private companies includes £359.9m subordinated debt and equity (2023: £91.3m) and £41.8m of real estate funds (2023: £9.1m), including assets reclassified from Disposal groups held for sale.
3. Total financial assets correspond to the sum of non-current and current financial assets at fair value and the sum of non-current and current financial derivatives on the face of the balance sheet.
142
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Notes to the financial statements continued
5. Financial assets and liabilities continued
Fair value hierarchy
The following table summarises the valuation of the Company’s financial assets and liabilities by fair value hierarchy.
Company
As at 31 March 2024
As at 31 March 2023
Level 1
£m
Level 2
£m
Level 3
£m
Total
£m
Level 1
£m
Level 2
£m
Level 3
£m
Total
£m
Financial Assets
Investment in or alongside managed funds
5.8
–
128.3
134.1
7.2
–
171.6
178.8
Derivative assets
–
9.3
–
9.3
–
22.0
–
22.0
Investment in private companies
–
–
87.1
87.1
–
–
86.1
86.1
Senior and subordinated notes of CLO vehicles
–
–
21.8
21.8
–
–
23.8
23.8
Total assets
5.8
9.3
237.2
252.3
7.2
22.0
281.5
310.7
Financial Liabilities
Derivative liabilities
–
9.2
–
9.2
–
15.7
–
15.7
Total liabilities
–
9.2
–
9.2
–
15.7
–
15.7
Valuations
Valuation process
The Group Valuation Committee (‘GVC’) is responsible for reviewing and concluding on the fair value of the Group’s balance sheet investment positions in accordance with the Group’s Valuation Policy. This includes
consideration of the valuations received from the underlying funds. The GVC reviews its fair values on a quarterly basis and reports to the Audit Committee semi-annually. The GVC is independent of the boards of directors
of the funds, and no member of the GVC is a member of either the Group’s investment teams or fund Investment Committees (‘ICs’).
The ICs are responsible for the review, challenge, and approval of the underlying funds’ valuations of their assets. Sources of the valuation reviewed by the ICs include the ICG investment team, third-party valuation services
and third-party fund administrators as appropriate. The IC provides those valuations to the Group, as an investor in the fund assets. The IC is also responsible for escalating significant events regarding the valuation to the
Group (as an investor in the fund assets), for example change in valuation methodologies, potential impairment events, or material judgements.
The table on page 147 outlines in more detail the range of valuation techniques, as well as the key unobservable inputs for each category of Level 3 assets and liabilities.
Investment in or alongside managed funds
When fair values of publicly traded closed-ended funds and open-ended funds are based on quoted market prices in an active market for identical assets without any adjustments, the instruments are included within Level 1 of the
hierarchy. The Group values these investments at bid price for long positions and ask price for short positions.
The Group also co-invests with funds, including credit and private equity secondary funds, which are not quoted in an active market. The Group considers the valuation techniques and inputs used by these funds to ensure they
are reasonable, appropriate and consistent with the principles of fair value. The latest available NAV of these funds are generally used as an input into measuring their fair value. The NAV of the funds are adjusted, as necessary, to
reflect restrictions on redemptions, and other specific factors relevant to the funds. In measuring fair value, consideration is also given to any transactions in the interests of the funds. The Group classifies these funds as Level 3.
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5. Financial assets and liabilities continued
Investment in private companies
The Group takes debt and equity stakes in private companies that are, other than on very rare occasions, not quoted in an active market and uses either a market-based valuation technique or a discounted cash flow technique
to value these positions.
The Group’s investments in private companies are held at fair value using the most appropriate valuation technique based on the nature, facts and circumstances of the private company. The first of two principal valuation
techniques is a market comparable companies technique. The enterprise value (‘EV’) of the portfolio company is determined by applying an earnings multiple, taken from comparable companies, to the profits of the portfolio
company. The Group determines comparable private and public companies, based on industry, size, location, leverage and strategy, and calculates an appropriate multiple for each comparable company identified. The second
principal valuation technique is a discounted cash flow (‘DCF’) approach. Fair value is determined by discounting the expected future cash flows of the portfolio company to the present value. Various assumptions are utilised
as inputs, such as terminal value and the appropriate discount rate to apply. Typically, the DCF is then calibrated alongside a market comparable companies approach. Alternate valuation techniques may be used where there
is a recent offer or a recent comparable market transaction, which may provide an observable market price and an approximation to fair value of the private company. The Group classified these assets as Level 3.
Investment in public companies
Quoted investments are held at the last traded bid price on the reporting date. When a purchase or sale is made under contract, the terms of which require delivery within the timeframe of the relevant market, the contract
is reflected on the trade date.
Investment in loans held in consolidated structured entities
The loan asset portfolios of the consolidated structured entities are valued using observable inputs such as recently executed transaction prices in securities of the issuer or comparable issuers and from independent loan
pricing sources. To the extent that the significant inputs are observable the Group classifies these assets as Level 2 and other assets are classified as Level 3. Level 3 assets are valued using a discounted cash flow technique
and the key inputs under this approach are detailed on page 147.
Derivative assets and liabilities
The Group uses market-standard valuation models for determining fair values of over-the-counter interest rate swaps, currency swaps and forward foreign exchange contracts. The most frequently applied valuation techniques
include forward pricing and swap models, using present value calculations. The models incorporate various inputs including both credit and debit valuation adjustments for counterparty and own credit risk, foreign exchange
spot and forward rates and interest rate curves. For these financial instruments, significant inputs into models are market observable and are included within Level 2.
Senior and subordinated notes of CLO vehicles
The Group holds investments in the senior and subordinated notes of the CLOs it manages, predominately driven by European Union risk-retention requirements. The Group employs DCF analysis to fair value these investments,
using several inputs including constant annual default rates, prepayments rates, reinvestment rates, recovery rates and discount rates. The DCF analysis at the reporting date shows that the senior notes are typically expected to
recover all contractual cash flows, including under stressed scenarios, over the life of the CLOs. Observable inputs are used in determining the fair value of senior notes and these instruments are therefore classified as Level 2.
Unobservable inputs are used in determining the fair value of subordinated notes, which are therefore classified as Level 3 instruments.
Liabilities of consolidated CLO vehicles
Rated debt liabilities of consolidated CLOs are generally valued at par plus accrued interest, which we assess as fair value. Observable inputs are used in determining the fair value of these instruments, including the valuation
of the CLO loan asset portfolio. As a result we deem these liabilities as Level 2.
Unrated/subordinated debt liabilities of consolidated CLOs are valued directly in line with the fair value of the CLO loan asset portfolios. These underlying assets mostly comprise observable loan securities traded in active
markets. The underlying assets are reported in both Level 2 and Level 3. As a result of this methodology of deriving the valuation of unrated/subordinated debt liabilities from a combination of Level 2 and Level 3 asset values,
we deem these liabilities to be Level 3.
Real estate assets
To the extent that the Group invests in real estate assets, whether through an investment in a managed fund or an investment in a private company, the underlying assets may be classified as either a financial asset or investment
property in accordance with IAS 40 ‘Investment Property’. The fair values of the directly held material investment properties have been recorded based on independent valuations prepared by third-party real estate valuation
specialists in line with the Royal Institution of Chartered Surveyors Valuation – Global Standards 2020. At the end of each reporting period, the Group reviews its assessment of the fair value of each property, taking into account
the most recent independent valuations. The Directors determine a property value within a range of reasonable fair value estimates, based on information provided.
All resulting fair value estimates for properties are included in Level 3.
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Notes to the financial statements continued
5. Financial assets and liabilities continued
Reconciliation of Level 3 fair value measurement of financial assets
The following tables set out the movements in recurring financial assets valued using the Level 3 basis of measurement in aggregate. Within the income statement, realised gains and fair value movements are included within
gains on investments, and foreign exchange gains/(losses) are included within finance costs. Transfers between levels take place when there are changes to the observability of inputs used in the valuation of these assets.
This is determined based on the year-end valuation and transfers therefore take place at the end of the reporting period.
Group
Investment in or
alongside
managed funds
£m
Investment in
loans held in
consolidated
entities
£m
Investment in
private
companies
£m
Subordinated
notes of CLO
vehicles
£m
Disposal groups
held for sale
£m
Total
£m
At 1 April 2023
2,144.3
567.7
100.4
7.5
163.2
2,983.1
Total gains or losses in the income statement
– Net investment return2
284.0
11.5
14.4
2.9
63.3
376.1
– Foreign exchange
(50.7)
(14.0)
(4.3)
(0.4)
3.4
(66.0)
Purchases
301.8
234.2
74.5
9.7
213.1
833.3
Exit proceeds
(378.7)
(195.6)
(19.1)
–
(207.2)
(800.6)
Transfers in1
–
96.9
–
–
–
96.9
Transfers out1
–
(238.1)
–
–
–
(238.1)
Reclassification3
–
–
235.8
–
(235.8)
–
At 31 March 2024
2,300.7
462.6
401.7
19.7
–
3,184.7
1. During the year certain assets in Investments in loans held in consolidated entities were reassessed as Level 3 (from Level 2) or Level 2 (from Level 3) and these changes are reported as a transfers in or transfers out in the year.
2. Included within net investment returns are £345.1m of unrealised gains (which includes accrued interest).
3. During the year the group reclassified all its financial assets previously included in disposal groups held for sale into investments in private companies (see note 28).
Group
Investment in or
alongside
managed funds
£m
Investment in
loans held in
consolidated
entities
£m
Investment in
private
companies
£m
Subordinated
notes of CLO
vehicles
£m
Disposal groups
held for sale
£m
Total
£m
At 1 April 2022
2,112.9
145.2
122.7
9.1
89.2
2,479.1
Total gains or losses in the income statement
– Net investment return2
172.9
(9.6)
(21.2)
(1.3)
(7.1)
133.7
– Foreign exchange
67.4
15.5
13.2
0.5
5.8
102.4
Purchases
416.2
60.2
6.7
–
158.7
641.8
Exit proceeds
(625.1)
(100.7)
(21.0)
(0.8)
(23.8)
(771.4)
Transfers in1,3
–
457.1
–
–
–
457.1
Transfers out1,3
–
–
–
–
(59.6)
(59.6)
At 31 March 2023
2,144.3
567.7
100.4
7.5
163.2
2,983.1
1. During the year certain assets in Investments in loans held in consolidated entities were reassessed as Level 3 (from Level 2) and these changes are reported as a transfer in the year. Transfers out of Disposal groups held for sale represented the re-designation of an asset as
Investment Property (see note 28)
2. Included within net investment returns are £141.8m of unrealised gains (which includes accrued interest)
3. The prior period transfers between levels have been re-presented to separately disclose transfers in and transfers out of Level 3.
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Notes to the financial statements continued
5. Financial assets and liabilities continued
Company
2024
2023
Investment in or
alongside
managed funds
£m
Investment in
private
companies
£m
Subordinated
notes of CLO
vehicles
£m
Total
£m
Investment in or
alongside
managed funds
£m
Investment in
private
companies
£m
Subordinated
notes of CLO
vehicles
£m
Total
£m
At 1 April
171.6
86.1
23.8
281.5
160.7
158.9
0.2
319.8
Total gains or losses in the income statement
– Net investment return
(1.0)
4.6
(1.4)
2.2
3.1
10.1
(0.2)
13.0
– Foreign exchange
(2.7)
(3.0)
(0.6)
(6.3)
5.9
18.6
–
24.5
Purchases
27.4
–
–
27.4
49.8
120.9
23.8
194.5
Exit proceeds
(66.9)
(0.6)
–
(67.5)
(47.9)
(222.4)
–
(270.3)
At 31 March
128.4
87.1
21.8
237.3
171.6
86.1
23.8
281.5
Reconciliation of Level 3 fair value measurements of financial liabilities
The following tables sets out the movements in reoccurring financial liabilities valued using the Level 3 basis of measurement in aggregate. Within the income statement, realised gains and fair value movements are included
within gains on investments, and foreign exchange gains/(losses) are included within finance costs. Transfers in and out of Level 3 financial liabilities were due to changes to the observability of inputs used in the valuation
of these liabilities. During the year ended 31 March 2024 changes in the fair value of the assets of consolidated credit funds resulted in a reduction in the fair value of the financial liabilities of those consolidated credit funds,
reported as a ‘fair value gain’ in the table below.
Group
2024
Financial
liabilities
designated as
FVTPL
£m
2023
Financial
liabilities
designated as
FVTPL
£m
At 1 April
64.7
239.6
Total gains or losses in the income statement
– Fair value gains
102.3
(178.2)
– Foreign exchange losses
(1.7)
12.8
Purchases
21.4
23.8
Disposal groups held for sale
–
(5.0)
Transfer between levels
–
(28.3)
At 31 March
186.7
64.7
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Notes to the financial statements continued
5. Financial assets and liabilities continued
Valuation inputs and sensitivity analysis
The following table summarises the inputs and estimates used for items categorised in Level 3 of the fair value hierarchy together with a quantitative sensitivity analysis:
Group assets
Fair Value
As at
31 March 2024
£m
Fair Value
As at
31 March 2023
£m
Primary Valuation Technique1
Key Unobservable
Inputs
Range
Weighted
Average/ Fair
Value Inputs
Sensitivity/
Scenarios
Effect on Fair
Value
31 March 2024
£m
Structured & Private Equity: Corporate
Investments & US Mid-Market
1,490.6
1,341.3
Market comparable companies
Earnings multiple
5.0x – 29.0x
15.1x
'+10% Earnings multiple2
187.6
Discounted cash flow
Discount rate
7.5% - 20.5%
11.2%
'-10% Earnings multiple2
(187.6)
Earnings multiple
6.1x – 21.5x
11.8x
Structured & Private Equity: Strategic Equity, LP
Secondaries, Recovery Fund, Life Sciences
589.9
589.4
Third-party valuation / funding
round value
N/A
N/A
N/A
+10% valuation
59.0
-10% valuation
(59.0)
Private Debt: North American Credit Partners
91.7
120.7
Market comparable companies
Earnings multiple
5.5x – 29.0x
14.1x
'+10% Earnings multiple2
9.7
'-10% Earnings multiple2
(9.7)
Private Debt: Senior Debt Partners
58.2
47.8
Discounted cash flow
Probability of default
1.0%-2.2%
1.0%
Upside case
–
Loss given default
32.2%
32.2%
Downside case
(0.5)
Maturity of loan
3 years
3 years
Effective interest
rate
9.6%-11.5%
11.2%
Real Assets
441.4
293.6
Third-party valuation
N/A
N/A
N/A
+10% Third-party valuation
44.1
LTV-based impairment model
N/A
N/A
N/A
-10% Third-party valuation
(44.1)
Credit: Non-consolidated CLOs and credit funds
19.7
7.5
Discounted cash flow
Discount rate
15.0% - 15.5%
15.1%
Default rate
3% - 4.5%
3.3%
Upside case3
22.8
Prepayment rate %
15% -20%
19.5%
Downside case3
(23.8)
Recovery rate %
75.0%
75.0%
Reinvestment price
99.5%
99.5%
Credit: Consolidated CLOs and credit funds
462.6
567.7
Third-party valuation
N/A
N/A
N/A
+10% Third-party valuation
46.3
-10% Third-party valuation
(46.3)
Credit: Liquid Funds
30.6
15.1
Third-party valuation
N/A
N/A
N/A
+10% Third-party valuation
3.1
-10% Third-party valuation
(3.1)
Total financial assets
3,184.7
2,983.1
Total Upside sensitivity
372.5
Total Downside sensitivity
(374.1)
Liabilities of Consolidated CLOs and credit funds
(186.7)
(64.7)
Third-party valuation
N/A
N/A
N/A
+10% Third-party valuation
(18.7)
-10% Third-party valuation
18.7
Total financial liabilities
(186.7)
(64.7)
1. Where the Group has co-invested with its managed funds, it is the type of the underlying investment, and the valuation techniques used for these underlying investments, that is set out here.
2. Investments in the following strategies are sensitised using the actual or implied earnings multiple to provide a consistent, comparable basis for this analysis: Corporate Investments, US Mid-Market, North America Credit Partners.
3. The sensitivity analysis is performed on the entire portfolio of subordinated notes of CLO vehicles that the Group has invested in with total value of £187.7m (2023: £182.8m). The default rate applied was set at 4.5% until 2025, reducing by 0.5% semi-annually during 2025 and
reverting to 3% in 2026. The upside case is based on the default rate being lowered to 2.5% p.a. for the next 21 months then to 2.0% for the 3 following months, keeping all other parameters consistent. The downside case is based on the default rate being increased over the
next 21 months to 6.5% then to 6.0% for the 3 following months, keeping all other parameters consistent.
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Notes to the financial statements continued
5. Financial assets and liabilities continued
Derivative financial instruments
Accounting policy
Derivative financial instruments for economic hedging
The Group holds derivative financial instruments to hedge foreign currency and interest rate exposures. Derivatives are recognised at fair value determined using independent third-party valuations or quoted market prices.
Changes in fair values of derivatives are recognised immediately in Finance loss in the Income Statement.
A derivative with a positive fair value is recognised as a financial asset while a derivative with a negative fair value is recognised as a financial liability. A derivative is presented as a non-current asset or non-current liability
if the remaining maturity of the instrument is more than 12 months from the reporting date, otherwise a derivative will be presented as a current asset or current liability.
Group
2024
2023
Contract or
underlying
principal amount
£m
Fair values
Contract or
underlying
principal amount
£m
Fair values
Asset
£m
Liability
£m
Asset
£m
Liability
£m
Cross currency swaps
118.8
6.2
(5.5)
121.6
7.5
(8.5)
Forward foreign exchange contracts
1,201.8
3.1
(3.7)
1,365.1
14.5
(7.2)
Total
1,320.6
9.3
(9.2)
1,486.7
22.0
(15.7)
Company
2024
2023
Contract or
underlying
principal amount
£m
Fair values
Contract or
underlying
principal amount
£m
Fair values
Asset
£m
Liability
£m
Asset
£m
Liability
£m
Cross currency swaps
118.8
6.2
(5.5)
121.6
7.5
(8.5)
Forward foreign exchange contracts
1,201.8
3.1
(3.7)
1,365.1
14.5
(7.2)
Total
1,320.6
9.3
(9.2)
1,486.7
22.0
(15.7)
The Group holds £5.5m of cash pledged as collateral by its counterparties as at 31 March 2024 (31 March 2023: £8.5m). All the Credit Support Annexes that have been agreed with our counterparties are fully compliant
with European Market Infrastructure Regulation ‘EMIR’.
The fair value movements in derivatives during the year is £(10.5)m (2023: £(17.1)m). There was no change in fair value related to credit risk in relation to derivatives as at 31 March 2024 (31 March 2023: £nil).
Within the International Swaps and Derivatives Association (‘ISDA’) Master Agreements in place with our counterparties, in the event of a default, the close-out netting provision would result in all obligations
under a contract being terminated with a subsequent combining of positive and negative replacement values into a single net payable or receivable.
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Notes to the financial statements
6. Cash and cash equivalents
Group
Company
2024
£m
2023
£m
2024
£m
2023
£m
Cash and cash equivalents
Cash at bank and in hand
990.0
957.5
464.4
409.8
Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less. The carrying amount of these assets approximates to their fair value. Cash and cash equivalents
at the end of the reporting period as shown in the consolidated statement of cash flows can be reconciled to the related items in the consolidated statement of financial position as shown above.
The Group’s cash and cash equivalents include £362.6m (2023: £407.5m) of restricted cash, held principally by structured entities controlled by the Group. The Group does not have legal recourse to these balances
as their sole purpose is to service the interests of the investors in these structured entities.
In the prior year £5.5m of cash and cash equivalents were included in disposal groups held for sale (note 28).
7. Financial liabilities
Accounting policy
Financial liabilities, which include borrowings and listed notes and bonds (with the exception of financial liabilities designated as FVTPL), are initially recognised at fair value net of transaction costs and subsequently
measured at amortised cost using the effective interest rate method. Arrangement and commitment fees are included within the carrying value of financial liabilities.
Lease liabilities are initially measured at the present value of all the future lease payments. The present value at the inception of the lease is determined by discounting all future lease payments at the Group’s centrally
determined incremental borrowing rate at the date of inception of the lease. In calculating the present value of lease payments, the Group uses its incremental borrowing rate because the interest rate implicit in the lease
is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease
liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments or a change in the assessment of an option to purchase the underlying asset.
Financial liabilities at FVTPL are initially recognised and subsequently measured at fair value on a recurring basis. Gains or losses arising from changes in fair value of derivative financial liabilities are recognised in Finance
loss in the income statement. Gains or losses arising from changes in fair value of liabilities of Structured entities controlled by the Group recognised through gains on investments in the income statement. The Group has
designated financial liabilities at fair value relating to consolidated structured entities as such liabilities are managed by the Group on a fair value basis.
The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or expire.
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Notes to the financial statements continued
7. Financial liabilities continued
Group
Interest rate
%
Maturity
2024
2023
Current
£m
Non-current
£m
Current
£m
Non-current
£m
Liabilities held at amortised cost
– Private placement
2.02% - 5.35%
2024 - 2029
248.7
346.4
56.8
604.8
– Listed notes and bonds
1.63% - 2.50%
2027 - 2030
2.5
851.3
2.5
874.9
– Unsecured bank debt1
SONIA +1.38%
2026
(0.8)
(0.7)
(0.8)
(1.5)
Total Liabilities held at amortised cost
250.4
1,197.0
58.5
1,478.2
Lease liabilities
2.85% - 7.09%
2024 - 2034
8.9
69.3
5.8
79.6
Other financial liabilities
1.34% - 6.20%
2024 - 2028
–
29.9
–
–
Liabilities held at FVTPL:
– Derivative financial liabilities
9.2
–
14.8
0.9
– Structured entities controlled by the Group
0.60% - 10.90%
2030-2038
–
4,602.3
–
4,572.7
268.5
5,898.5
79.1
6,131.4
1. Unsecured bank debt represents the value of associated fees which are amortised over the life of the facility.
Company
Interest rate
%
Maturity
2024
2023
Current
£m
Non-current
£m
Current
£m
Non-current
£m
Liabilities held at amortised cost
– Private placement
2.02% - 5.35%
2024 - 2029
248.7
346.4
56.8
604.8
– Listed notes and bonds
1.63% - 2.50%
2027 - 2030
2.5
851.3
2.5
874.9
– Unsecured bank debt¹
SONIA +1.38%
2026
(0.8)
(0.7)
(0.8)
(1.5)
Total Liabilities held at amortised cost
250.4
1,197.0
58.5
1,478.2
Lease liabilities
2.85% - 7.09%
2024 - 2034
4.4
34.9
4.3
39.3
Liabilities held at FVTPL
– Derivative financial liabilities
9.2
–
14.8
0.9
264.0
1,231.9
77.6
1,518.4
1. Unsecured bank debt represents the value of associated fees which are amortised over the life of the facility.
The fair value of the Listed notes and bonds, being the market price of the outstanding bonds is £788.9m (2023: £613.1m).
Other financial liabilities are borrowings related to seed investments.
Details of the cash outflows related to leases are in the Consolidated statement of cash flows, interest expenses associated with lease liabilities are in note 10, the Right of Use (‘ROU’) assets and the income from subleasing
ROU assets are in note 17 and the maturity analysis of the lease liabilities are in note 21 .
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Notes to the financial statements continued
7. Financial liabilities continued
Movement in financial liabilities arising from financing activities
The following table sets out the movements in total liabilities held at amortised cost arising from financing activities undertaken during the year.
Group
Company
2024
£m
2023
£m
2024
£m
2023
£m
At 1 April
1,622.1
1,712.1
1,580.3
1,701.3
Movement as a result of change in control of subsidiary
21.5
–
–
–
Repayment of long term borrowings
(50.7)
(194.6)
(50.7)
(194.6)
Reclassification1
7.7
–
–
–
Payment of principal portion of lease liabilities
(8.4)
(6.8)
(5.8)
(4.1)
Establishment of lease liability
1.2
33.0
–
–
Net interest movement
1.7
1.0
(0.9)
0.3
Foreign exchange movement
(39.6)
77.4
(36.2)
77.4
At 31 March
1,555.5
1,622.1
1,486.7
1,580.3
1. Borrowings related to seed investments acquired during the year.
8. Other income
Accounting policy
The Group earns interest on its cash balances, excluding balances within structured entities controlled by the Group. These amounts are recognised as income in the period in which it is earned.
2024
£m
2023
£m
Interest income on bank deposits
21.6
15.5
21.6
15.5
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Notes to the financial statements continued
9. Net gains on investments
Accounting policy
The Group recognises net gains and losses on investments comprising realised and unrealised gains and losses from disposals and revaluations of financial assets and financial liabilities measured at fair value.
2024
£m
2023
£m
Financial assets
Change in fair value of financial instruments designated at FVTPL
933.5
167.6
Financial liabilities
Change in fair value of financial instruments designated at FVTPL
(528.2)
4.9
Net gains arising on investments
405.3
172.5
10. Finance costs
Accounting policy
Interest expense on the Group’s debt, excluding financial liabilities within structured entities controlled by the Group, is recognised using the effective interest rate method based on the expected future cash flows
of the liabilities over their expected life. Financial liabilities within structured entities controlled by the Group are accounted for within Net gains and losses arising on investment (see note 9).
Interest expense associated with lease obligations represents the unwinding of the lease liability discount, are accounted for in accordance with IFRS 16 (see note 17).
Finance costs
2024
£m
2023
£m
Interest expense recognised on financial liabilities held at amortised cost
42.2
57.3
Arrangement and commitment fees
4.6
4.7
Interest expense associated with lease obligations
2.7
2.6
49.5
64.6
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Notes to the financial statements continued
11. Administrative expenses
Further detail in respect of material administrative expenses reported on the income statement is set out below:
2024
£m
2023
£m
Staff costs
294.3
256.7
Amortisation and depreciation
17.9
18.2
Operating lease expenses
1.9
2.8
Auditor's remuneration
2.4
2.3
Auditor’s remuneration includes fees for audit and non-audit services payable to the Group’s auditor, Ernst and Young LLP, and are analysed as below.
2024
£m
2023
£m
ICG Group
Audit fees
Group audit of the annual accounts
1.7
1.5
Audit of subsidiaries' annual accounts
0.3
0.3
Audit of controlled CLOs1
0.1
0.1
Total audit fees
2.1
1.9
Non audit fees
Audit-related assurance services
0.2
0.3
Other assurance services
0.1
0.1
Total non audit fees
0.3
0.4
Total auditor's remuneration incurred by the Group
2.4
2.3
1. The 2023 fees relating to the audit of controlled CLOs have been updated for engagements agreed subsequent to the approval of the prior year financial statements.
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Notes to the financial statements continued
12. Employees and Directors
Accounting policy
The Deal Vintage Bonus (‘DVB’) scheme forms part of the Group’s Remuneration Policy for investment executives. DVB is reported within Wages and salaries.
Payments of DVB are made in respect of plan years, which are aligned to the Group’s financial year. Payments of DVB are made only when the performance threshold for the plan year has been achieved on a cash basis and
proceeds are received by the Group. An estimate of the DVB liability for a plan year is developed based on the following inputs: expected realisation proceeds; expected timing of realisations; and allocations of DVB to
qualifying investment professionals. The Group accrues the estimated DVB cost associated with that plan year evenly over five years on average, reflecting the average holding period for the underlying investments and
therefore the period over which services are provided by the scheme participants.
2024
£m
2023
£m
Directors’ emoluments
5.1
4.9
Employee costs during the year including Directors:
Wages and salaries
253.4
228.7
Social security costs
30.7
20.5
Pension costs
10.2
7.5
Total employee costs (note 11)
294.3
256.7
The monthly average number of employees (including Executive Directors) was:
Investment Executives
289
268
Marketing and support functions
350
293
Executive Directors
3
3
642
564
ICG plc, the Company, does not have any employees but relies on the expertise and knowledge of employees of ICG FMC Limited, Intermediate Capital Group Inc., Intermediate Capital Group SAS, Intermediate Capital Asia
Pacific Limited, ICG (Singapore) Pte Ltd, ICG Beratungsgesellschaft mbH, ICG Europe S.a.r.l, Intermediate Capital Managers (Aus) PTY Ltd and Intermediate Capital Group Polska Sp. z.o.o, subsidiaries of ICG plc.
Contributions to the Group’s defined contribution pension schemes are charged to the consolidated income statement as incurred.
The performance related element included in employee costs is £171.9m (2023: £151.6m) which represents the annual bonus scheme, Omnibus Scheme, the Growth Incentive Scheme and the DVB Scheme. Please refer
to the report of the Remuneration Committee on page 95.
In addition, during the year, third-party funds have paid £43.7m (2023: £46.0m) to former employees and £46.0m (2023: £93.4m) to current employees, including Executive Directors, relating to distributions from investments
in carried interest partnerships (‘CIPs’) made by these employees in prior periods. Such amounts become due over time if, and when, specified performance targets are ultimately realised in cash by the funds and paid by the
carried interest partnerships of the funds (see note 27). As these funds and CIPs are not consolidated, these amounts are not included in the Group’s consolidated income statement.
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Notes to the financial statements continued
13. Tax expense
Accounting policy
The tax expense comprises current and deferred tax.
Current tax assets and liabilities comprise those obligations to, or claims from, tax authorities relating to the current or prior reporting periods, that are unpaid at the reporting date.
Deferred tax is provided in respect of temporary differences between the carrying amounts of assets and liabilities and their tax bases. Deferred tax liabilities are recognised for all taxable temporary differences.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the deferred tax assets can be utilised.
Deferred tax is not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition of other assets and liabilities in a transaction, other than a business combination,
that affects neither the tax nor the accounting profit.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to be applied to their respective period of realisation, provided they are enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset when there is a legally enforceable right of set off, when they relate to income taxes levied by the same tax authority and the Group intends to settle on a net basis.
Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income statement, except where they relate to items that are charged or credited directly to equity, in which case the
related deferred tax is also charged or credited directly to equity.
2024
£m
2023
£m
Current tax:
Current year
86.0
16.9
Prior year adjustment
15.4
(9.7)
101.4
7.2
Deferred tax:
Current year
(28.1)
14.1
Prior year adjustments
(10.9)
8.1
(39.0)
22.2
Tax on profit on ordinary activities
62.4
29.4
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Notes to the financial statements continued
13. Tax expense continued
The Group is an international business and operates across many different tax jurisdictions. Income and expenses are allocated to these jurisdictions based on transfer pricing methodologies set out both (i) in the laws
of the jurisdictions in which the Group operates, and (ii) under guidelines set out by the Organisation for Economic Co-operation and Development (‘OECD’).
The effective tax rate reported by the Group for the period ended 31 March 2024 of 11.7% (2023: 11.7%) is lower than the statutory UK corporation tax rate of 25% (2023:19%).
The FMC activities are subject to tax at the relevant statutory rates ruling in the jurisdictions in which the income is earned. The lower effective tax rate compared to the statutory UK rate is largely driven by the IC activities.
The IC benefits from statutory UK tax exemptions on certain forms of income arising from both foreign dividend receipts and gains from assets qualifying for the substantial shareholdings exemption. The effect of these
exemptions means that the effective tax rate of the Group is highly sensitive to the relative mix of IC income, and composition of such income, in any one period.
Due to the application of tax law requiring a degree of judgement, the accounting thereon involves a level of estimation uncertainty which tax authorities may ultimately dispute. Tax liabilities are recognised based on the best
estimates of probable outcomes and with regard to external advice where appropriate. The principal factors which may influence the Group’s future tax rate are changes in tax legislation in the territories in which the Group
operates, the relative mix of FMC and IC income, the mix of income and expenses earned and incurred by jurisdiction and the timing of recognition of available deferred tax assets and liabilities.
A reconciliation between the statutory UK corporation tax rate applied to the Group’s profit before tax and the reported effective tax rate is provided below.
2024
£m
2023
£m
Profit on ordinary activities before tax
530.8
251.0
Tax at 25% (2023:19%)
132.7
47.7
Effects of
Prior year adjustment to current tax
15.4
(9.6)
Prior year adjustment to deferred tax
(10.9)
8.1
137.2
46.2
Non-taxable and non-deductible items
1.7
(0.3)
Non-taxable investment company income
(59.9)
(22.5)
Trading income generated by overseas subsidiaries subject to different tax rates
(16.6)
4.0
Deferred tax adjustment
–
2.0
Tax charge for the period
62.4
29.4
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Notes to the financial statements continued
13. Tax expense continued
Deferred tax
Deferred tax (asset)/liability
Group
Investments
£m
Share based
payments and
compensation
deductible as
paid
£m
Tax losses carried
forward
£m
Other temporary
differences
£m
Total
£m
As at 31 March 2022
36.1
(38.1)
(2.0)
(5.9)
(9.9)
Prior year adjustment
2.0
0.2
2.2
5.2
9.6
Impact of changes to statutory tax rates
0.3
(1.1)
(0.7)
1.1
0.6
Charge / (Credit) to equity
2.2
3.4
–
1.0
5.6
Charge / (Credit) to income
5.2
(0.7)
0.1
9.5
14.1
Movement in Foreign Exchange on retranslation
–
–
–
(0.4)
(0.4)
Reclassification to current tax
–
–
–
(1.7)
(1.7)
As at 31 March 2023
45.8
(36.3)
(0.4)
8.8
17.9
Reclassification between categories
2.7
1.7
–
(4.4)
–
Reclassification of deferred tax liability out of discontinued operations
14.0
–
–
–
14.0
Prior year adjustment
(4.1)
–
(1.6)
(5.2)
(10.9)
Charge / (Credit) to equity
0.2
(6.9)
–
(6.7)
Charge / (Credit) to income
(11.4)
(10.0)
(5.3)
(1.4)
(28.1)
Movement in foreign exchange on retranslation
–
–
–
(0.2)
(0.2)
As at 31 March 2024
47.2
(51.5)
(7.3)
(2.4)
(14.0)
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Notes to the financial statements continued
13. Tax expense continued
Deferred tax (asset)/liability
Company
Investments
£m
Share based
payments and
compensation
deductible as
paid
£m
Derivatives
£m
Other temporary
differences
£m
Total
£m
As at 31 March 2022
8.6
(8.2)
(0.8)
(0.5)
(0.9)
Prior year adjustment
–
–
–
0.6
0.6
Impact of changes to statutory tax rates
0.2
(0.3)
0.4
0.5
0.8
Charge / (Credit) to income
(0.5)
0.2
1.6
1.1
2.4
As at 31 March 2023
8.3
(8.3)
1.2
1.7
2.9
Reclassification between categories
(0.4)
0.3
0.2
(0.1)
–
Transfer
–
8.0
–
–
8.0
Prior year adjustment
(1.0)
–
–
(1.7)
(2.7)
Charge / (Credit) to income
(0.6)
–
(0.5)
0.6
(0.5)
As at 31 March 2024
6.3
–
0.9
0.5
7.7
During the year deferred tax assets that reversed, due to timing differences, were mainly due to the utilisation of tax losses and unpaid interest expense in the Group’s US business. As set out in the table above in column
‘Share based payments and compensation deductible as paid’, deferred tax assets at the reporting date were solely due to employee remuneration schemes in the UK and US.
The Group has undertaken a review of the level of recognition of deferred tax assets and is satisfied they are recoverable and therefore have been recognised in full. There are no deferred tax assets recognised on the
basis of losses.
In its March 2021 Budget, the UK Government announced that the UK rate of corporation tax would increase from 19% to 25% from 1 April 2023 . This legislative change has been substantively enacted, and has been
considered when calculating the closing deferred tax balances at the reporting date.
The mandatory IAS 12 temporary exception from the recognition and disclosure of deferred taxes arising from implementation of the OECD’s Pillar Two model rules has been applied. The OECD's Pillar II model rules, which
establish a global minimum tax rate of 15% apply for financial years beginning on or after 31 December 2023. The first period the rules are implemented for the Group are from 1 April 2024 (financial year ending 31 March 2025).
The Group has performed an impact analysis and does not expect the implementation to be significant.
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Notes to the financial statements continued
14. Dividends
Accounting policy
Dividends are distributions of profit to holders of Intermediate Capital Group plc’s share capital and as a result are recognised as a deduction in equity. Final dividends are announced with the Annual Report and Accounts
and are recognised when they have been approved by shareholders. Interim dividends are announced with the Half Year Results and are recognised when they are paid.
2024
2023
Per share pence
£m
Per share pence
£m
Ordinary dividends paid
Final
52.2
149.5
57.3
164.4
Interim
25.8
73.9
25.3
72.0
78.0
223.4
82.6
236.4
Proposed final dividend
53.2
152.6
52.2
148.8
Of the £223.4m (2023: £236.4m) of ordinary dividends paid during the year, £1.8m (2023: £4.3m) were reinvested under the dividend reinvestment plan offered to shareholders.
15. Earnings per share
Earnings
Year ended
31 March 2024
£m
Year ended
31 March 2023
£m
Earnings for the purposes of basic and diluted earnings per share being net profit attributable to equity holders of the Parent
Continuing operations
467.4
221.6
Discontinued operations
6.0
59.0
473.4
280.6
Number of shares
Weighted average number of ordinary shares for the purposes of basic earnings per share
286,123,236
285,613,961
Effect of dilutive potential ordinary share options
5,888,040
3,698,954
Weighted average number of ordinary shares for the purposes of diluted earnings per share
292,011,276
289,312,915
Earnings per share for continuing operations1
Basic, profit from continuing operations attributable to equity holders of the parent (pence)
163.4p
77.6p
Diluted, profit from continuing operations attributable to equity holders of the parent (pence)
160.1p
76.6p
Earnings per share for discontinued operations1
Basic, profit from discontinued operations attributable to equity holders of the parent (pence)
2.1p
20.6p
Diluted, profit from discontinued operations attributable to equity holders of the parent (pence)
2.0p
20.4p
1. The prior period has been re-presented to separately disclose Earnings per share for continuing operations and Earnings per share for discontinued operations.
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Notes to the financial statements continued
16. Intangible assets
Accounting policy
Business combinations
Business combinations are accounted for using the acquisition method. The acquisition method involves the recognition of all assets, liabilities and contingent liabilities of the acquired business at their fair value
at the acquisition date.
The excess of the fair value at the date of acquisition of the cost of investments in subsidiaries over the fair value of the net assets acquired which is not allocated to individual assets and liabilities is determined
to be goodwill. Goodwill is reviewed at least annually for impairment.
Investment management contracts
Intangible assets with finite useful lives that are acquired separately, including investment management contracts, are carried at cost less accumulated depreciation and impairment losses. These are measured
at cost and are amortised on a straight line basis over the expected life of the contract (eight years).
Computer software
Research costs associated with computer software are expensed as they are incurred.
Other expenditure incurred in developing computer software is capitalised only if all of the following criteria are demonstrated:
– An asset is created that can be separately identified;
– It is probable that the asset created will generate future economic benefits; and
– The development cost of the asset can be measured reliably.
Following the initial recognition of development expenditure, the cost is amortised over the estimated useful life of the asset created, which is determined as three years. Amortisation commences on the date that the asset
is brought into use. Work-in-progress assets are not amortised until they are brought into use and transferred to the appropriate category of intangible assets. Amortisation of intangible assets is included in administrative
expenses in the income statement and detailed in note 11.
Impairment of non-financial assets and goodwill
The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s
recoverable amount. An asset’s recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate
cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its
recoverable amount.
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Notes to the financial statements continued
16. Intangible assets continued
Group
Computer software
Goodwill1
Investment management contracts
Total
2024
£m
2023
£m
2024
£m
2023
£m
2024
£m
2023
£m
2024
£m
2023
£m
Cost
At 1 April
25.0
20.5
4.3
4.3
19.1
26.3
48.4
51.1
Reclassified3
(0.8)
–
–
–
–
–
(0.8)
–
Additions
6.3
4.7
–
–
–
–
6.3
4.7
Derecognised2
(12.5)
(0.3)
–
–
(18.3)
(7.1)
(30.8)
(7.4)
Exchange differences
(0.1)
0.1
–
–
0.3
(0.1)
0.2
–
At 31 March
17.9
25.0
4.3
4.3
1.1
19.1
23.3
48.4
Amortisation
At 1 April
16.4
12.4
–
–
17.1
21.6
33.5
34.0
Charge for the year
3.4
4.0
–
–
2.2
2.7
5.6
6.7
Derecognised2
(12.5)
–
–
(18.3)
(7.2)
(30.8)
(7.2)
At 31 March
7.3
16.4
–
–
1.0
17.1
8.3
33.5
Net book value
10.6
8.6
4.3
4.3
0.1
2.0
15.0
14.9
1. Goodwill was acquired in the ICG-Longbow Real Estate Capital LLP business combination and represents a single cash generating unit. The recoverable amount of the real estate cash generating unit is based on fair value less costs to sell where the fair value equates
to a multiple of adjusted net income, in line with the original consideration methodology. The significant headroom on the recoverable amount is not sensitive to any individual assumption.
2. Investment management contracts and Computer Software derecognised represented fully amortised balances.
3. During the year, assets previously classified as computer software were determined to relate to leasehold improvements. These assets were transferred at book value and there was no profit or loss arising on transfer.
Company
Computer software
Investment management contracts
Total
2024
£m
2023
£m
2024
£m
2023
£m
2024
£m
2023
£m
Cost
At 1 April
23.8
20.4
18.3
19.9
42.1
40.3
Additions
6.2
3.6
–
–
6.2
3.6
Derecognised1
(12.9)
(0.2)
(18.3)
(1.6)
(31.2)
(1.8)
At 31 March
17.1
23.8
–
18.3
17.1
42.1
Amortisation
At 1 April
16.5
12.5
16.4
15.7
32.9
28.2
Charge for the year
3.4
4.0
1.9
2.3
5.3
6.3
Derecognised1
(12.5)
–
(18.3)
(1.6)
(30.8)
(1.6)
At 31 March
7.4
16.5
–
16.4
7.4
32.9
Net book value
9.7
7.3
–
1.9
9.7
9.2
1. Investment management contracts derecognised represented fully amortised balances.
During the financial year ended 31 March 2024, the Group recognised an expense of £0.1m (2023: £0.5m) in respect of research and development expenditure.
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Notes to the financial statements continued
17. Property, plant and equipment
Accounting policy
The Group’s property, plant and equipment provide the infrastructure to enable the Group to operate. Assets are initially stated at cost, which includes expenditure associated with acquisition. The cost of the asset is
recognised in the income statement as an amortisation charge on a straight line basis over the estimated useful life, determined as three years for furniture and equipment and five years for short leasehold premises.
Right of Use (‘ROU’) assets and associated leasehold improvements are amortised over the full contractual lease term.
Group as a lessee
Included within the Group’s property, plant and equipment are its ROU assets. ROU assets are the present value of the Group’s global leases and comprise all future lease payments, and all expenditure associated
with acquiring the lease. The Group’s leases are primarily made up of its global offices. The Group has elected to capitalise initial costs associated with acquiring a lease before commencement as a ROU asset.
The cost of the ROU asset is recognised in the income statement as an amortisation charge on a straight line basis over the life of the lease term.
Short-term leases and leases of low value assets
The Group applies the short-term lease recognition exemption to its short-term leases (those that have a lease term of 12 months or less from the commencement date which do not contain a purchase option).
The Group also applies the recognition exemption to leases that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as administrative expenses
on a straight line basis over the lease term.
Group
Furniture and equipment
ROU asset
Leasehold improvements
Total
2024
£m
2023
£m
2024
£m
2023
£m
2024
£m
2023
£m
2024
£m
2023
£m
Cost
At 1 April
7.5
4.5
90.0
67.7
14.7
11.3
112.2
83.5
Reclassified1
–
–
–
–
0.8
–
0.8
–
Additions
1.3
3.1
1.2
33.8
1.9
3.4
4.4
40.3
Disposals
(2.9)
(0.4)
(1.2)
(11.7)
(0.6)
–
(4.7)
(12.1)
Exchange differences
–
0.3
(0.9)
0.2
–
–
(0.9)
0.5
At 31 March
5.9
7.5
89.1
90.0
16.8
14.7
111.8
112.2
Depreciation
At 1 April
4.2
2.9
16.8
18.2
3.0
2.0
24.0
23.1
Charge for the year
1.7
1.4
9.2
9.1
1.5
1.0
12.4
11.5
Disposals
(3.1)
(0.1)
(0.3)
(10.5)
(0.4)
–
(3.8)
(10.6)
At 31 March
2.8
4.2
25.7
16.8
4.1
3.0
32.6
24.0
Net book value
3.1
3.3
63.4
73.2
12.7
11.7
79.2
88.2
1. During the year, assets previously classified as computer software were determined to relate to leasehold improvements. These assets were transferred at book value and there was no profit or loss arising on transfer.
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Notes to the financial statements continued
17. Property, plant and equipment continued
Company
Furniture and equipment
ROU asset
Leasehold improvements
Total
2024
£m
2023
£m
2024
£m
2023
£m
2024
£m
2023
£m
2024
£m
2023
£m
Cost
At 1 April
3.1
2.8
47.5
50.1
9.9
9.5
60.5
62.4
Additions
0.3
0.3
–
–
0.3
0.4
0.6
0.7
Disposals
(2.3)
–
–
(2.6)
–
–
(2.3)
(2.6)
At 31 March
1.1
3.1
47.5
47.5
10.2
9.9
58.8
60.5
Depreciation
At 1 April
2.4
1.6
12.2
9.8
1.9
1.1
16.5
12.5
Charge for the year
0.4
0.8
4.2
4.0
1.0
0.8
5.6
5.6
Disposals
(2.3)
–
–
(1.6)
–
–
(2.3)
(1.6)
At 31 March
0.5
2.4
16.4
12.2
2.9
1.9
19.8
16.5
Net book value
0.6
0.7
31.1
35.3
7.3
8.0
39.0
44.0
Group as Lessor
Accounting policy
Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over
the lease term and is included in other income in the consolidated income statement due to its operating nature. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount
of the leased asset and amortised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.
The Group has entered into sub-lease agreements of certain office buildings (see note 17 above). These leases have terms of between two and five years. Rental income recognised by the Group during the year
was £0.4m (2023: £0.4m). Future minimum rentals receivable under non-cancellable operating leases as at 31 March are as follows:
Group
2024
£m
2023
£m
Within one year
0.4
0.4
After one year but not more than five years
0.4
0.8
At 31 March
0.8
1.2
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Notes to the financial statements continued
18. Investment property
Accounting policy
The Group holds investment property for the development of the Group’s long-term real assets strategy. Properties are being held with a purpose to earn rental income and/or for capital appreciation and are not occupied by
the Group. IAS 40 Investment Property requires that the property be measured initially at cost, including transaction costs, and subsequently measured at fair value. Gains or losses from changes in the fair values of investment
properties are included in the profit or loss in the period in which they arise. The fair value of the investment properties (Level 3) has been recorded based on independent valuations prepared by Knight Frank, third-party
real estate valuation specialists in line with the Royal Institution of Chartered Surveyors Valuation – Global Standards 2020. A market and income approach was performed to estimate the fair value of the Group’s investments.
These valuation techniques can be subjective and include assumptions which are not supportable by observable data. Details of the valuation techniques and the associated sensitivities are further disclosed in note 5.
Group
2024
£m
2023
£m
Investment property at fair value
At 1 April
0.8
1.5
Additions
51.9
–
Reclassified1
54.5
–
Fair value loss
(24.5)
(0.7)
At 31 March
82.7
0.8
1. Prior to the financial year end, the Group reclassified £54.5m of disposal groups held for sale to investment property.
During the year, the Group held £0.0m (2023: £284.0m) of investment property within discontinued operations (see note 28).
The losses arising from investment properties carried at fair value is £(24.5)m (2023: £(0.7)m).
The Group has no restrictions on the realisability of its investment properties and no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance and enhancements.
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Notes to the financial statements continued
19. Trade and other receivables
Accounting policy
Trade and other receivables represent amounts the Group is due to receive in the normal course of business and are held at amortised cost. Trade and other receivables excluding those held in structured entities controlled
by the Group include performance fees, which are considered contract assets under IFRS 15 and will only be received after realisation of the underlying assets, see note 3 and note 30. Trade and other receivables within
structured entities controlled by the Group relate principally to unsettled trades on the sale of financial assets.
Amounts owed by Group companies are repayable on demand. To the extent that amounts are owed by Group companies engaged in investment activities the Company has assessed these receivables as non-current,
reflecting the illiquidity of the underlying investments. Trade and other receivables from Group entities are considered related party transactions as stated in note 26.
The carrying value of trade and other receivables reported within current assets approximates fair value as these are short term and do not contain any significant financing components. The carrying value of trade
and other receivables reported within non-current assets approximates fair value as these do not contain any significant financing components.
The Company has adopted the simplified approach to measuring the loss allowance as lifetime Expected Credit Loss (‘ECL’), as permitted under IFRS 9. The ECL of trade and other receivables arising from transactions
with Group entities or its affiliates are expected to be nil or close to nil. The assets do not contain any significant financing components, therefore the simplified approach is deemed most appropriate.
Group
Company
2024
£m
2023
£m
2024
£m
2023
£m
Trade and other receivables within structured entities controlled by the Group
107.6
43.7
–
–
Trade and other receivables excluding those held in structured entities controlled by the Group
240.2
178.3
27.8
33.2
Amount owed by Group companies
–
–
0.9
169.2
Prepayments
41.8
10.0
8.6
8.1
Total current assets
389.6
232.0
37.3
210.5
Non-current assets
Trade and other receivables excluding those held in structured entities controlled by the Group
36.1
37.1
24.3
7.6
Amounts owed by Group companies
–
–
734.4
758.7
Total non-current assets
36.1
37.1
758.7
766.3
Non-current trade and other receivables excluding those held in structured entities controlled by the Group comprises performance-related fees (see note 3).
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Notes to the financial statements continued
20. Trade and other payables
Accounting policy
Trade and other payables within structured entities controlled by the Group relate principally to unsettled trades on the purchase of financial assets within structured entities controlled by the Group. Trade and other
payables excluding those held in structured entities controlled by the Group are held at amortised cost and represent amounts the Group is due to pay in the normal course of business. Amounts owed to Group companies
are repayable on demand. The carrying value of trade and other payables approximates fair value as these are short term and do not contain any significant financing components.
Trade and other payables from Group entities are considered related party transactions as stated in note 26.
Key sources of estimation uncertainty on trade and other payables excluding those held in structured entities controlled by the Group.
Payables related to the DVB scheme are key estimates based on the inputs described in note 12. The sensitivity of the DVB to a 10% increase in the fair value of the underlying investments is an increase of £13.13m
(2023: £10.25m) and to a decrease of 10% is a decrease of £13.13m (2023: £10.25m).
Group
Company
2024
£m
2023
£m
2024
£m
2023
£m
Trade and other payables within structured entities controlled by the Group
316.3
328.1
–
Trade and other payables excluding those held in structured entities controlled by the Group
209.6
140.2
19.5
121.2
Amounts owed to Group companies
–
–
1,098.9
1,035.0
Social security tax
3.3
3.1
2.4
2.5
Total current trade and other payables
529.2
471.4
1,120.8
1,158.7
Non-current liabilities
Trade and other payables excluding those held in structured entities controlled by the Group
66.0
71.1
0.3
71.3
Total non-current trade and other payables
66.0
71.1
0.3
71.3
Current trade and other payables excluding those held in structured entities controlled by the Group includes £78.0m (2023: £67.5m) in respect of other compensation costs and £65.3m (2023: £31.4m) in respect of DVB,
(see note 12) and non-current Trade and other payables excluding those held in structured entities controlled by the Group is entirely comprised of amounts payable in respect of DVB (2023: all DVB).
21. Financial risk management
The Group has identified financial risk, comprising market and liquidity risk, as a principal risk. Further details are set out on page 43. The Group has exposure to market risk (including exposure to interest rates and foreign
currency), liquidity risk and credit risk arising from financial instruments.
Interest rate risk
The Group’s assets include both fixed and floating rate loans.
The Group’s operations are financed with a combination of its shareholders’ funds, bank borrowings, private placement notes, public bonds, and fixed and floating rate notes. The Group manages its exposure to market interest
rate movements by matching, to the extent possible, the interest rate profiles of assets and liabilities and by using derivative financial instruments.
The sensitivity of floating rate financial assets to a 100 basis points interest rate increase is £56.0m (2023: £56.5m) and to a decrease is £56.0m (2023: £(56.5)m). The sensitivity of financial liabilities to a 100 basis point interest
rate increase is £46.9m (2023: £47.1m) and to a decrease is £46.9m (2023: £(47.1)m). These amounts would be reported within Net gains on investments. There is an indirect exposure to interest rate risk through the impact on
the performance of the portfolio companies of the funds that the Group has invested in, and therefore the fair valuations. There is no interest rate risk exposure on fixed rate financial assets or liabilities.
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Notes to the financial statements continued
21. Financial risk management continued
Exposure to interest rate risk
Group
2024
2023
Floating
£m
Fixed
£m
Total
£m
Floating
£m
Fixed
£m
Total
£m
Financial assets (excluding investments in loans held in consolidated entities)
839.5
3,023.4
3,862.9
744.4
3,049.1
3,793.5
Investments in loans held in consolidated entities
4,762.4
319.9
5,082.3
4,901.1
253.9
5,155.0
Financial liabilities (excluding borrowings and loans held in consolidated entities)
–
(1,734.6)
(1,734.6)
–
(1,929.2)
(1,929.2)
Borrowings and loans held in consolidated entities
(4,688.9)
(391.2)
(5,080.1)
(4,706.6)
(371.5)
(5,078.1)
913.0
1,217.5
2,130.5
938.9
1,002.3
1,941.2
Foreign exchange risk
The Group is exposed to currency risk in relation to non-sterling currency transactions and the translation of non-sterling net assets. The Group’s most significant exposures are to the euro and the US dollar.
Exposure to currency risk is managed by matching assets with liabilities to the extent possible and through the use of derivative instruments.
The Group regards its interest in overseas subsidiaries as long-term investments. Consequently, it does not hedge the translation effect of exchange rate movements on the financial statements of these businesses.
The Group is also exposed to currency risk arising on the translation of fund management fee income receipts, which are primarily denominated in euro and US dollar.
The effect of fluctuations in other currencies is considered by the Directors to be insignificant in the current and prior year. The net assets/(liabilities) by currency and the sensitivity of the balances to a strengthening
of foreign currencies against sterling are shown below:
Market risk - Foreign exchange risk
2024
Net statement of
financial Position
exposure
£m
Forward
exchange
contracts
£m
Net exposure
£m
Sensitivity to
strengthening
%
Increase in net
assets
£m
Sterling
401.7
1,121.1
1,522.8
–
–
Euro
804.0
(450.7)
353.3
15%
53.0
US dollar
710.3
(492.1)
218.2
20%
43.6
Other currencies
206.7
(178.2)
28.5
10-25%
–
2,122.7
0.1
2,122.8
–
96.6
2023
Net statement of
financial Position
exposure
£m
Forward
exchange
contracts
£m
Net exposure
£m
Sensitivity to
strengthening
%
Increase in net
assets
£m
Sterling
726.8
772.7
1,499.5
–
–
Euro
552.0
(259.3)
292.7
15%
43.9
US dollar
564.5
(324.9)
239.6
20%
47.9
Other currencies
195.6
(182.2)
13.4
10-25%
–
2,038.9
6.3
2,045.2
–
91.8
The weakening of the above currencies would have resulted in an equal but opposite impact, being a decrease in net assets.
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Notes to the financial statements continued
21. Financial risk management continued
Liquidity risk
The Group makes commitments to its managed funds in advance of that capital being invested. These commitments are typically drawn over a five-year investment period (see note 25 for outstanding commitments).
Funds typically have a 10-year contractual life. The Group manages its liquidity risk by maintaining headroom on its financing facilities.
The table below shows the liquidity profile of the Group’s financial liabilities, based on contractual repayment dates of principal and interest payments. Future interest and principal cash flows have been calculated based on
exchange rates and floating rate interest rates as at 31 March 2024. It is assumed that Group borrowings under its senior debt facilities remain at the same level as at 31 March 2024 until contractual maturity. Included in financial
liabilities are contractual interest payments. All financial liabilities, excluding structured entities controlled by the Group, are held by the Company.
Liquidity profile
As at 31 March 2024
Contractual maturity analysis
Less than one
year
£m
One to two
years
£m
Two to five y
ears
£m
More than five
years
£m
Total
£m
Financial liabilities
Private placements
267.0
194.7
185.2
–
646.9
Listed notes and bonds
17.6
17.6
466.5
438.1
939.8
Debt issued by controlled structured entities
576.8
262.6
2,065.3
4,362.8
7,267.5
Derivative financial instruments
0.9
(4.8)
–
–
(3.9)
Lease liabilities
10.8
10.4
30.1
34.6
85.9
Other financial liabilities
9.2
1.4
23.2
0.0
33.8
882.3
481.9
2,770.3
4,835.5
8,970.0
As at 31 March 2024 the Group has liquidity of £1,177.4m (2023: £1,099.9m) which consists of undrawn debt facility of £550m (2023: £550m) and £627.4m (2023: £549.9m) of unencumbered cash. Unencumbered cash excludes
£362.6m (2023: £407.6m) of restricted cash held principally by structured entities controlled by the Group.
As at 31 March 2023
Contractual maturity analysis
Less than one
year
£m
One to two
years
£m
Two to five
years
£m
More than five
years
£m
Total
£m
Financial liabilities
Private placements
78.2
273.5
282.2
106.7
740.6
Listed notes and bonds
18.1
18.1
486.8
461.5
984.5
Debt issued by controlled structured entities
176.3
204.6
2,430.4
3,748.0
6,559.3
Derivative financial instruments
(1.6)
(3.1)
(4.4)
–
(9.1)
Lease liabilities
8.5
11.3
32.0
46.1
97.9
279.5
504.4
3,227.0
4,362.3
8,373.2
The Group’s policy is to maintain continuity of funding. Due to the long-term nature of the Group’s assets, the Group seeks to ensure that the maturity of its debt instruments is matched to the expected maturity of its assets.
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Notes to the financial statements continued
21. Financial risk management continued
Credit risk
Credit risk is the risk of financial loss to the Group as a result of a counterparty failing to meet its contractual obligations. This risk is principally in connection with the Group’s investments.
This risk is mitigated by the disciplined credit procedures that the relevant Fund Investment Committees have in place prior to making an investment and the ongoing monitoring of investments throughout the ownership
period. In addition, the risk of significant credit loss is further mitigated by the Group’s diversified investment portfolio in terms of geography and industry sector. The Group is exposed to credit risk through its financial
assets (see note 5) and investment in joint ventures reported at fair value.
Exposure to credit risk
Group
Company
2024
£m
2023
£m
2024
£m
2023
£m
Investment in private and public companies
406.2
267.3
87.1
86.1
Investment in managed funds
2,310.0
2,153.4
134.2
178.8
Non-consolidated CLOs and credit funds
131.0
113.3
21.8
23.8
Consolidated CLOs and credit funds
4,617.5
4,669.1
–
–
Derivatives assets
9.3
22.0
9.3
22.0
Investment in joint venture
–
5.8
–
–
Total financial assets at fair value
7,474.0
7,230.9
252.4
310.7
The Group manages its operational cash balance by the regular forecasting of cash flow requirements, debt management and cash pooling arrangements. Credit risk exposure on cash and derivative instruments is managed in
accordance with the Group’s treasury policy which provides limits on exposures with any single financial institution. The majority of the Group’s surplus cash is held in AAA rated Money Market funds. Other credit exposures
arise from outstanding derivatives with financial institutions rated from A- to A+.
The Group is exposed to credit risk as a result of financing guarantees provided. The maximum exposure to guarantees is £7.3m (2023: £7.9m). No liability has been recognised in respect of these guarantees.
The Directors consider the Group’s credit exposure to trade and other receivables to be low and as such no further analysis has been presented. The Directors consider the credit risk of consolidated CLOs
and credit funds to be low.
The Group’s investments in consolidated CLOs and credit funds controlled by the Group principally comprise senior loans. The Group’s exposure to the credit risk of this collateral, in these consolidated entities,
is limited to its investment into these entities, which at 31 March 2024 was £297.8m (2023: £339.4m).
The carrying amount of financial assets at fair value through profit and loss represents the Directors’ assessment of the maximum credit risk exposure of the Group and Company at the balance sheet date.
Other than the Group investments in non-consolidated CLOs and consolidated CLOs, the Group has no direct exposure to defaulted and past due financial assets.
Capital management
Managing capital is the ongoing process of determining and maintaining the quantity and quality of capital appropriate for the Group and ensuring capital is deployed in a manner consistent with the expectations
of our stakeholders. The primary objectives of the Group’s capital management are (i) align the Group’s interests with its clients, (ii) grow third-party fee income in the FMC and (iii) maintain robust capitalisation,
including ensuring that the Group complies with externally imposed capital requirements by the Financial Conduct Authority (the FCA). The Group’s strategy has remained unchanged from the year ended 31 March 2024.
(i) Regulatory capital requirements
The Group is required to hold capital resources to cover its regulatory capital requirements. The Group’s capital for regulatory purposes comprises the capital and reserves of the Company, comprising called up share capital,
reserves and retained earnings as disclosed in the Statement of Changes in Equity (see page 128). The full Pillar 3 disclosures are available on the Group’s website: www.icgam.com.
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Notes to the financial statements continued
21. Financial risk management continued
(ii) Capital and risk management policies
The formal procedures for identifying and assessing risks that could affect the capital position of the Group are described in the Strategic Report on page 40. The capital structure of the Group under UK-adopted IAS consists
of cash and cash equivalents, £990m (2023: £957.5m) (see note 6); debt, which includes borrowings, £1,447.4m, (2023: £1,536.7m) (see note 7) and the capital and reserves of the Company, comprising called up share capital,
reserves and retained earnings as disclosed in the Statement of Changes in Equity, £896.5m (2023: £825.8m). Details of the Reportable segment capital structure are set out in note 4.
22. Called up share capital and share premium
Share capital represents the number of issued ordinary shares in Intermediate Capital Group plc multiplied by their nominal value of 26¼p each.
Under the Company’s Articles of Association, any share in the Company may be issued with such rights or restrictions, whether in regard to dividend, voting, transfer, return of capital or otherwise as the Company may from time
to time by ordinary resolution determine or, in the absence of any such determination, as the Board may determine. All shares currently in issue are ordinary shares of 26¼p each carrying equal rights. The Articles of Association
of the Company cannot be amended without shareholder approval.
The Directors may refuse to register any transfer of any share which is not a fully paid share, although such discretion may not be exercised in a way which the Financial Conduct Authority regards as preventing dealings in the
shares of the relevant class or classes from taking place on an open and proper basis. The Directors may likewise refuse to register any transfer of a share in favour of more than four persons jointly.
The Company is not aware of any other restrictions on the transfer of ordinary shares in the Company other than:
– Certain restrictions that may from time to time be imposed by laws and regulations (for example, insider trading laws or the UK Takeover Code)
– Pursuant to the Listing Rules of the Financial Conduct Authority whereby certain employees of the Company require approval of the Company to deal in the Company’s shares
The Company has the authority limited by shareholder resolution to issue, buy back, or cancel ordinary shares in issue (including those held in trust, described below). New shares are issued when share options are exercised
by employees. The Company has 294,365,326 authorised shares (2023: 294,332,182)
Group and Company
Number of
ordinary
shares of 26¼p
allotted,
called up and
fully paid
Share Capital
£m
Share Premium
£m
1 April 2023
294,332,182
77.3
180.9
Shares issued
33,144
–
0.4
31 March 2024
294,365,326
77.3
181.3
Group and Company
Number of
ordinary
shares of 26¼p
allotted,
called up and
fully paid
Share Capital
£m
Share Premium
£m
1 April 2022
294,285,804
77.3
180.3
Shares issued
46,378
–
0.6
31 March 2023
294,332,182
77.3
180.9
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Notes to the financial statements continued
23. Own shares reserve
Accounting policy
Own shares are recorded by the Group when ordinary shares are purchased in the market by ICG plc or through the ICG Employee Benefit Trust 2015 (‘EBT’).
The EBT is a special purpose vehicle, with the purpose of purchasing and holding shares of the Company for the hedging of future liabilities arising as a result of the employee share-based compensation schemes
(see note 24), in a way that does not dilute the percentage holdings of existing shareholders.
Own shares are held at cost and their purchase reduces the Group’s net assets by the amount spent. When shares vest or are cancelled, they are transferred from own shares to the retained earnings reserve at their
weighted average cost. No gain or loss is recognised on the purchase, sale, issue or cancellation of the Company’s own shares.
The movement in the year is as follows:
2024
£m
2023
£m
2024
Number
2023
Number
1 April
103.4
93
9,249,895
7,734,849
Purchased (ordinary shares of 26¼p)
–
38.9
–
3,000,000
Options/awards exercised
(24.2)
(28.5)
(1,583,032)
(1,484,954)
As at 31 March
79.2
103.4
7,666,863
9,249,895
Of the total shares held by the Group, 3,733,333 shares were held by the Company in the Own Share Reserve at 31 March 2024 and 31 March 2023 at a cost of £21.3m. These shares were purchased through a share buy back
programme in prior years.
The number of shares held by the Group at the balance sheet date represented 2.6% (2023: 3.1%) of the Parent Company’s allotted, called up and fully paid share capital.
24. Share-based payments
Accounting policy
The Group issues compensation to its employees under both equity-settled and cash-settled share-based payment plans.
Equity-settled share-based payments are measured at the fair value of the awards at grant date. The fair value includes the effect of non-market-based vesting conditions. The fair value determined at the date of grant is
expensed on a straight-line basis over the vesting period.
At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest as a result of non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is
recognised in the income statement with a corresponding adjustment to equity.
The total charge to the income statement for the year was £43.9m (2023: £39.5m) and this was credited to the share-based payments reserve. Details of the different types of awards are as follows:
Intermediate Capital Group plc Omnibus Plan
The Omnibus Plan provides for three different award types: Deferred Share Awards, PLC Equity Awards and Special Recognition Awards.
Deferred Share Awards
Awards are made after the end of the financial year (and in a small number of cases during the year) to reward employees for delivering cash profits, managing the cost base, and employing sound risk and business management.
These share awards typically vest one-third at the end of the first, second and third years following the year of grant, unless the individual leaves for cause or to join a competitor. Dividend equivalents accrue to participants
during the vesting period and are paid at the vesting date. Awards are based on performance against the individual’s objectives. There are no further performance conditions.
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Notes to the financial statements continued
24. Share-based payments continued
PLC Equity Awards
Awards are made after the end of the financial year to reward employees, including Executive Directors, for increasing long-term shareholder value. These share awards typically vest one-third at the end of the third,
fourth and fifth years following the year of grant, unless the individual leaves for cause or to join a competitor. Dividend equivalents accrue to participants during the vesting period and are paid at the vesting date.
Awards are based on performance against the individual’s objectives. There are no further performance conditions.
Special Recognition Awards
Awards are made after the end of the financial year to reward employees for delivering cash profits, managing the cost base, and employing sound risk and business management. These share awards vest at the end of the
first year following the year of grant, unless the individual leaves for cause or to join a competitor. Dividend equivalents accrue to participants during the vesting period and are paid at the vesting date. Awards are based on
performance against the individual’s objectives. There are no further performance conditions.
Share awards outstanding under the Omnibus Plan were as follows:
Deferred share awards
Number
Weighted average fair value
2024
2023
2024
2023
Outstanding at 1 April
2,964,516
2,470,280
15.75
16.52
Granted
2,316,207
1,811,061
13.35
14.27
Vested
(1,476,697)
(1,316,825)
15.62
15.00
Outstanding as at 31 March
3,804,026
2,964,516
14.35
15.75
PLC Equity awards
Number
Weighted average fair value
2024
2023
2024
2023
Outstanding at 1 April
2,142,252
2,139,210
12.2
10.3
Granted
982,261
777,577
13.4
14.3
Vested
471,806
(774,535)
12.2
9.8
Outstanding as at 31 March
3,596,319
2,142,252
14.7
12.2
Special Recognition Awards
Number
Weighted average fair value
2024
2023
2024
2023
Outstanding as at 1 April
46,154
–
14.27
–
Granted
–
46,154
0.00
14.27
Vesting
(46,154)
–
14.27
–
Outstanding as at 31 March
–
46,154
–
14.27
The fair values of awards granted under the ICG plc Omnibus Plan are determined by the average share price for the five business days prior to grant
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Notes to the financial statements continued
24. Share-based payments continued
Intermediate Capital Group plc Buy Out Awards
Buy Out Awards are shares awarded to new employees in lieu of prior awards forfeited. These share awards shall vest or be forfeited according to the schedule and terms of the forfeited awards, and any performance
conditions detailed in the individual’s employment contract. Buy Out Awards may be cash settled. Buy Out Awards outstanding were as follows:
Buy Out Awards
Number
Weighted average fair value
2024
2023
2024
2023
Outstanding as at 1 April
1,097,088
155,940
12.96
12.85
Granted
180,336
1,307,916
14.46
12.68
Vesting
(468,121)
(366,768)
13.55
13.35
Outstanding as at 31 March
809,303
1,097,088
13.41
12.96
The fair values of the Buy Out Awards granted are determined by the average share price for the five business days prior to grant.
Save As You Earn
The Group offers a Sharesave Scheme (‘SAYE’) to its UK employees. Options are granted at a 20% discount to the prevailing market price at the date of issue. Options to this equity-settled scheme are exercisable
at the end of a three-year savings contract. Participants are not entitled to dividends prior to the exercise of the options. The maximum amount that can be saved by a participant in this way is £6,000 in any tax year.
Fair value is measured using the Black–Scholes valuation model, which considers the current share price of the Group, the risk-free interest rate and the expected volatility of the share price over the life of the award.
The expected volatility was calculated by analysing three years of historic share price data of the Group.
The total amount to be expensed over the vesting period is determined by reference to the fair value of the share awards and options at grant date, which is remeasured at each reporting date. The total amount to be
expensed during the year is £169,587 (2023: £210,031).
Save As You Earn
Number
Weighted average fair value
2024
2023
2024
2023
Outstanding as at 1 April
103,818
199,737
5.0
4.5
Granted
197,452
–
4.0
–
Vesting
(32,851)
(46,378)
3.3
3.3
Forfeited
(46,298)
(49,541)
5.5
4.3
Outstanding as at 31 March
222,121
103,818
4.3
5.0
Growth Incentive Award
The Growth Incentive Award ('GIA’) is a market-value share option. Grants of options are made following the end of the financial year to reward employees for performance and to enhance alignment of interests.
The GIA is a right to acquire shares during the exercise period (seven years following the vesting date) for a price equal to the market value of those shares on the grant date. These options vest at the end of the third
year following the year of grant, unless the individual leaves for cause or to join a competitor. Awards are based on performance against the individual’s objectives.
Growth Incentive Award
Number
Weighted average fair value
2024
2023
2024
2023
Outstanding as at 1 April
463,000
–
3.13
–
Granted
–
480,000
–
3.13
Vesting
–
–
–
–
Forfeited
(52,000)
(17,000)
3.13
–
Outstanding as at 31 March
411,000
463,000
3.13
3.13
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Notes to the financial statements continued
25. Financial commitments
As described in the Strategic Report, the Group invests balance sheet capital alongside the funds it manages to grow the business and create long-term shareholder value. Commitments are made at the time of a fund’s launch
and are drawn down with the fund as it invests (typically over five years). Commitments may increase where distributions made are recallable. Commitments are irrevocable. At the balance sheet date the Group had undrawn
commitments, which can be called on over the commitment period, as follows:
2024
£m
2023
£m
ICG Europe Fund V
24.2
29.9
ICG Europe Fund VI
79.8
82.0
ICG Europe Fund VII
105.2
111.7
ICG Europe Fund VIII
192.4
185.5
ICG Mid-Market Fund
14.3
25.1
ICG Mid-Market Fund II
64.1
–
Intermediate Capital Asia Pacific Fund III
60.7
45.4
ICG Asia Pacific Fund IV
52.3
93.5
ICG Strategic Secondaries Fund II
32.1
33.1
ICG Strategic Equity Fund III
95.9
72.3
ICG Strategic Equity Fund IV
35.6
38.8
ICG Strategic Equity Fund V
79.2
–
ICG Recovery Fund II
40.8
34.3
LP Secondaries
20.8
47.4
ICG Senior Debt Partners II
4.0
3.8
ICG Senior Debt Partners III
5.1
5.8
ICG Senior Debt Partners IV
6.7
7.3
Senior Debt Partners V
26.6
42.3
Senior Debt Partners NYCERS
1.6
–
ICG North American Private Debt Fund
26.9
27.5
ICG North American Private Debt Fund II
24.6
27.9
ICG North American Credit Partners III
79.2
38.1
ICG-Longbow UK Real Estate Debt Investments V
0.2
0.2
ICG-Longbow UK Real Estate Debt Investments VI
12.4
13.9
ICG-Longbow Development Fund
6.8
6.8
ICG Living
20.9
21.8
ICG Infrastructure Equity Fund I
31.7
59.8
ICG Infrastructure Equity Fund II
10.1
–
ICG Private Markets Pooling - Sale and Leaseback
18.4
35.9
ICG Sale & Leaseback II
16.5
17.00
ICG Metropolitan 2
36.8
–
1,225.9
1,107.1
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Notes to the financial statements continued
26. Related party transactions
Subsidiaries
The Group is not deemed to be controlled or jointly controlled by any party directly or through intermediaries. The Group consists of the Parent Company, Intermediate Capital Group plc, incorporated in the UK, and its
subsidiaries listed in note 27. All entities meeting the definition of a controlled entity as set out in IFRS 10 are consolidated within the results of the Group. All transactions between the Parent Company and its subsidiary
undertakings are classified as related party transactions for the Parent Company financial statements and are eliminated on consolidation. Significant transactions with subsidiary undertakings relate to dividends received,
the aggregate amount received during the year is £240.0m (2023: £386.6m) and recharge of costs to a subsidiary of £93.2m (2023: £168.5m)
Associates and joint ventures
An associate is an entity over which the Group has significant influence, but not control, over the financial and operating policy decisions of the entity. As the investments in associates are held for venture capital purposes they
are designated at fair value through profit or loss. A joint venture is an arrangement whereby the parties have joint control over the arrangements, see note 29. Where the investment is held for venture capital purposes they are
designated as fair value through profit or loss. These entities are related parties and the significant transactions with associates and joint ventures are as follows:
2024
£m
2023
£m
Income statement
Net gains/(losses) on investments
84.5
(17.2)
84.5
(17.2)
2024
£m
2023
£m
Statement of financial position
Trade and other receivables
179.2
66.8
Trade and other payables
(155.0)
(52.3)
24.2
14.5
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Notes to the financial statements continued
26. Related party transactions continued
Unconsolidated structured entities
The Group has determined that, where the Group holds an investment, loan, fee receivable, guarantee or commitment with an investment fund, carried interest partnership or CLO, this represents an interest in a structured entity
in accordance with IFRS 12 Disclosure of Interest in Other Entities (see note 30). The Group provides investment management services and receives management fees (including performance-related fees) and dividend income
from these structured entities, which are related parties. Amounts receivable and payable from these structured entities arising in the normal course of business remain outstanding. At 31 March 2023, the Group’s interest in and
exposure to unconsolidated structured entities are as follows:
2024
£m
2023
£m
Income statement
Management fees
502.5
473.5
Performance fees
75.7
19.4
Dividend income
–
0.1
578.2
493.0
2024
£m
2023
£m
Statement of financial position
Performance fees receivable
83.7
37.5
Trade and other receivables
848.1
781.9
Trade and other payables
(807.4)
(718.3)
124.4
101.1
Key management personnel
Key management personnel are defined as the Executive Directors. The Executive Directors of the Group are Benoît Durteste , David Bicarregui and Antje Hensel-Roth.
The compensation of key management personnel during the year was as follows:
2024
£m
2023
£m
Short-term employee benefits
3.7
3.7
Post-employment benefits
0.2
0.1
Other long-term benefits
0.2
0.9
Share-based payment benefits
6.9
7.0
11.0
11.7
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Notes to the financial statements continued
26. Related party transactions continued
Fees paid to Non-Executive Directors were as follows:
2024
£000
2023
£000
William Rucker
375.0
63.9
Andrew Sykes
120.0
290.5
Rosemary Leith
134.5
113.9
Matthew Lester
120.5
116.5
Virginia Holmes
120.5
120.5
Stephen Welton
90.5
90.5
Amy Schioldager
125.0
125.0
Rusty Nelligan
104.5
108.5
Kathryn Purves
–
134.5
The remuneration of Directors and key executives and Non-Executive Directors is determined by the Remuneration Committee having regard to the performance of individuals and market rates. The Remuneration Policy
is described in more detail in the Remuneration Committee Report on page 95.
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Notes to the financial statements continued
27. Subsidiaries
Accounting policy
Investment in subsidiaries
The Group consists of the Parent Company, Intermediate Capital Group plc, and its subsidiaries, described collectively herein as ‘ICG’ or the ‘Group’. Investments in subsidiaries in the Parent Company statement of financial
position are recorded at cost less provision for impairments or at fair value through profit or loss.
Key accounting judgement
A key judgement for the Group is whether the Group controls an investee or fund and is required to consolidate the investee or fund into the results of the Group. Control is determined by the Directors’ assessment
of decision making authority, rights held by other parties, remuneration and exposure to returns.
When assessing whether the Group controls any fund it manages (or any entity associated with a fund) it is necessary to determine whether the Group acts in the capacity of principal or agent for the third-party investor.
An agent is a party primarily engaged to act on behalf and for the benefit of another party or parties, whereas a principal is primarily engaged to act for its own benefit.
A key judgement when determining that the Group acts in the capacity of principal or agent is the kick-out rights of the third-party fund investors. We have reviewed these kick-out rights, across each of the entities where
the Group has an interest. Where fund investors have substantive rights to remove the Group as the investment manager it has been concluded that the Group is an agent to the fund and thus the fund does not require
consolidation into the Group. We consider if the Group has significant influence over these entities and, where we conclude it does, we recognise them as associates. Where the conclusion is that the Group acts in the
capacity of principal the fund has been consolidated into the Group’s results.
Where the Group has Trust entities in investment deals or fund structures, a key judgement is whether the Trust is acting on behalf of the Group or another third party. Where the Trust is considered to act as an agent
of the Group, the Trust and its related subsidiaries have been consolidated into the Group.
As a fund manager ICG participates in carried interest partnerships (CIPs), the participants of which are the Group, certain of the Group’s employees and others connected to the underlying fund. These vehicles
have two purposes: 1) to facilitate payments of carried interest from the fund to carried interest participants, and 2) to facilitate individual co-investment into the funds. The Directors have undertaken a control
assessment of each CIP in accordance with IFRS10 and have considered whether the CIP participants were providing a service for the benefit of the Group. In undertaking this assessment the Directors took account
of the following key considerations:
– the Group’s exposure to the variable returns of the CIP is limited to the amounts allocated to the Group (see ’Other information’). Such allocations are typically 20% or less of total returns realised by the CIP
with the balance attributable to other participants
– CIPs are used to facilitate substantial co-investment by individuals in the underlying funds. These individuals are exposed to the risk of personal financial loss
– fund investors can, in certain conditions, veto changes in the key persons managing the fund
The Directors have assessed that certain CIPs are controlled, and they are included within the list of controlled structured entities below. The Directors conclude that other CIPs are not controlled by the Group.
The Group consists of a Parent Company, Intermediate Capital Group plc, incorporated in the UK, and a number of subsidiaries held directly or indirectly by ICG plc, which operate and are incorporated around the world. The
subsidiary undertakings of the Group are shown below. All are wholly owned, and the Group’s holding is in the ordinary share class, except where stated. The Companies Act 2006 requires disclosure of certain information
about the Group’s related undertakings. Related undertakings are subsidiaries, joint ventures and associates.
The registered office of all related undertakings at 31 March 2024 was Procession House, 55 Ludgate Hill, New Bridge Street, London EC4M 7JW, unless otherwise stated.
The financial year end of all related undertakings is 31 March, unless otherwise stated.
All entities are consolidated as at 31 March.
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Notes to the financial statements continued
27. Subsidiaries continued
Directly held subsidiaries
Name
Ref1
Country of incorporation
Principal activity
Share class
% Voting rights
held
ICG Asset Management Limited
United Kingdom
Holding company
Ordinary shares
100%
ICG FMC Limited
England & Wales
Holding company
Ordinary shares
100%
Intermediate Capital Investments Limited
England & Wales
Investment company
Ordinary shares
100%
ICG Global Investment UK Limited
England & Wales
Holding company
Ordinary shares
100%
ICG Carbon Funding Limited
England & Wales
Investment company
Ordinary shares
100%
ICG Longbow Richmond Limited
England & Wales
Holding company
Ordinary shares
100%
ICG-Longbow BTR Limited
England & Wales
Holding company
Ordinary shares
100%
ICG Japan (Funding 2) Limited
England & Wales
Holding company
Ordinary shares
100%
ICG Longbow Development (Brighton) Limited
England & Wales
Holding company
Ordinary shares
100%
LREC Partners Investments No. 2 Limited
England & Wales
Investment company
Ordinary shares
55%
ICG Longbow Senior Debt I GP Limited
England & Wales
General partner
Ordinary shares
100%
ICG Debt Advisors (Cayman) Ltd
4
Cayman Islands
Advisory company
Ordinary shares
100%
ICG Re Holding (Germany) GmbH
9
Germany
Special purpose vehicle
Ordinary shares
100%
ICG Watch Jersey GP Limited
19
Jersey
General partner
Ordinary shares
100%
Intermediate Investments Jersey Limited
19
Jersey
Investment company
Ordinary shares
100%
Intermediate Capital Group Espana SL
33
Spain
Advisory company
Ordinary shares
100%
1. Registered addresses are disclosed in pages 186.
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Notes to the financial statements continued
27. Subsidiaries continued
Indirectly held subsidiaries
Name
Ref1
Country of incorporation
Principal activity
Share class
% Voting rights
held
ICG Alternative Investment Limited
England & Wales
Advisory company
Ordinary shares
100%
Intermediate Capital Managers Limited
England & Wales
Advisory company
Ordinary shares
100%
Intermediate Capital Asia Pacific Limited
12
Hong Kong
Advisory company
Ordinary shares
100%
ICG Europe S.à r.l.
23
Luxembourg
Advisory company
Ordinary shares
100%
ICG Enterprise Co-Investment GP Limited
England & Wales
General Partner
Ordinary shares
100%
ICG-Longbow B Investments L.P.
England & Wales
Investment company
N/A
50%
ICG-Longbow Development GP LLP
England & Wales
General Partner
N/A
–%
Longbow Real Estate Capital LLP
England & Wales
Advisory company
N/A
–%
ICG Senior Debt Partners UK GP Limited
England & Wales
General Partner
Ordinary shares
100%
Intermediate Capital Group SAS
8
France
Advisory company
Ordinary shares
100%
ICG Nordic AB
34
Sweden
Advisory company
Ordinary shares
100%
Intermediate Capital Group Dienstleistungsgesellschaft mbH
9
Germany
Service company
Ordinary shares
100%
Intermediate Capital Group Benelux B.V.
30
Netherlands
Advisory company
Ordinary shares
100%
Intermediate Capital Group Inc.
17
United States
Advisory company
Ordinary shares
100%
Intermediate Capital GP 2003 Limited
19
Jersey
General Partner
Ordinary shares
100%
Intermediate Capital GP 2003 No.1 Limited
19
Jersey
General Partner
Ordinary shares
100%
Intermediate Capital Asia Pacific Mezzanine 2005 GP Limited
19
Jersey
General Partner
Ordinary shares
100%
Intermediate Capital Asia Pacific Mezzanine Opportunity 2005 GP Limited
19
Jersey
General Partner
Ordinary shares
100%
Intermediate Capital Asia Pacific 2008 GP Limited
19
Jersey
General Partner
Ordinary shares
100%
ICG Europe Fund V GP Limited
18
Jersey
General Partner
Ordinary shares
100%
Intermediate Capital Group Beratungsgesellschaft GmbH
9
Germany
Advisory company
Ordinary shares
100%
Intermediate Capital Group (Singapore) Pte. Limited
32
Singapore
Advisory company
Ordinary shares
100%
ICG North America Associates LLC
17
Delaware
General Partner
Ordinary shares
100%
ICG Japan KK
14
Japan
Advisory company
Ordinary shares
100%
ICG Asia Pacific Fund III GP Limited
19
Jersey
General Partner
Ordinary shares
100%
ICG Alternative Credit (Luxembourg) GP S.A.
25
Luxembourg
General Partner
Ordinary shares
100%
ICG Alternative Credit (Cayman) GP Limited
5
Cayman Islands
General Partner
Ordinary shares
100%
ICG Senior Debt Partners
28
Luxembourg
General Partner
Ordinary shares
100%
ICG Strategic Secondaries Carbon Associates LLC
17
Delaware
General Partner
Ordinary shares
100%
ICG European Fund 2006 B GP Limited
19
Jersey
General Partner
Ordinary shares
100%
ICG Europe Fund VI GP Limited
18
Jersey
General Partner
Ordinary shares
100%
ICG Total Credit (Global) GP, S.à r.l.
24
Luxembourg
General Partner
Ordinary shares
100%
1. Registered addresses are disclosed in page 186.
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Notes to the financial statements continued
27. Subsidiaries continued
Indirectly held subsidiaries continued
Name
Ref1
Country of incorporation
Principal activity
Share class
% Voting rights
held
ICG EFV MLP Limited
18
Jersey
General Partner
Ordinary shares
100%
ICG-Longbow IV GP S.à r.l.
20
Luxembourg
General Partner
Ordinary shares
100%
ICG Europe Fund VI Lux GP S.à r.l.
20
Luxembourg
General Partner
Ordinary shares
100%
ICG Centre Street Partnership GP Limited
18
Jersey
General Partner
Ordinary shares
100%
Intermediate Capital Group Polska Sp. z.o.o
31
Poland
Service company
Ordinary shares
100%
ICG Recovery Fund 2008 B GP Limited
19
Jersey
General Partner
Ordinary shares
100%
ICG Europe Fund VII GP S.à r.l.
28
Luxembourg
General Partner
Ordinary shares
100%
ICG - Longbow Fund V GP S.à r.l.
22
Luxembourg
General Partner
Ordinary shares
100%
ICG Private Markets GP S.à r.l.
27
Luxembourg
General Partner
Ordinary shares
100%
ICG Europe Mid-Market Fund GP S.à r.l.
28
Luxembourg
General Partner
Ordinary shares
100%
Intermediate Capital Inc
17
Delaware
Dormant
Ordinary shares
100%
ICG MF 2003 No.1 EGP 1 Limited
England & Wales
General Partner
Ordinary shares
100%
ICG MF 2003 No.1 EGP 2 Limited
England & Wales
General Partner
Ordinary shares
100%
ICG MF 2003 No. 3 EGP 1 Limited
England & Wales
General Partner
Ordinary shares
100%
ICG MF 2003 No.3 EGP 2 Limited
England & Wales
General Partner
Ordinary shares
100%
ICG Private Credit GP S.à r.l.
28
Luxembourg
General Partner
Ordinary shares
100%
Intermediate Capital Group (Italy) S.r.l
13
Italy
Advisory company
Ordinary shares
100%
ICG-LONGBOW SENIOR GP LLP
England & Wales
General Partner
N/A
–%
ICG Alternative Credit Warehouse Fund I GP, LLC
17
Delaware
General Partner
Ordinary shares
100%
ICG Alternative Credit (Jersey) GP Limited
19
Jersey
General Partner
Ordinary shares
100%
ICG Enterprise Carry GP Limited
19
Jersey
General Partner
Ordinary shares
100%
ICG Senior Debt Partners Performance GP Limited
19
Jersey
General Partner
Ordinary shares
100%
ICG Structured Special Opportunities GP Limited
5
Cayman Islands
General Partner
Ordinary shares
100%
ICG Asia Pacific Fund IV GP S.à r.l.
27
Luxembourg
General Partner
Ordinary shares
100%
ICG European Credit Mandate GP S.à r.l.
28
Luxembourg
General Partner
Ordinary shares
100%
ICG Infrastructure Equity Fund I GP S.a.r.l
29
Luxembourg
General Partner
Ordinary shares
100%
ICG LP Secondaries Fund Associates I S.a. r.l.
29
Luxembourg
General Partner
Ordinary shares
100%
ICG US Senior Loan Fund GP Ltd
5
Cayman Islands
General Partner
Ordinary shares
100%
ICG Recovery Fund II GP S.à r.l.
29
Luxembourg
General Partner
Ordinary shares
100%
ICG Strategic Equity IV GP LP
16
Delaware
Limited Partner
N/A
–%
ICG North American Private Debt (Offshore) GP Limited Partnership
5
Cayman Islands
Limited Partner
N/A
–%
ICG Europe Fund VI GP Limited Partnership
18
Jersey
Limited Partner
N/A
–%
1. Registered addresses are disclosed in page 186.
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Notes to the financial statements continued
27. Subsidiaries continued
Indirectly held subsidiaries continued
Name
Ref1
Country of incorporation
Principal activity
Share class
% Voting rights
held
ICG Strategic Secondaries Carbon (Offshore) GP LP
5
Cayman Islands
Limited Partner
N/A
–%
ICG Strategic Secondaries II (Offshore) GP LP
5
Cayman Islands
Limited Partner
N/A
–%
ICG Strategic Secondaries II GP LP
16
Delaware
Limited Partner
N/A
–%
ICG North American Private Debt II GP LP
17
Delaware
Limited Partner
N/A
–%
ICG North American Private Debt II (Offshore) GP LP
5
Cayman Islands
Limited Partner
N/A
–%
ICG Japan Cayman Performance GP Limited
5
Cayman Islands
General Partner
Ordinary shares
100%
ICG Strategic Equity Side Car GP LP
5
Cayman Islands
Limited Partner
N/A
–%
ICG Strategic Equity III (Offshore) GP LP
5
Cayman Islands
Limited Partner
N/A
–%
ICG Australian Senior Debt GP Limited
5
Cayman Islands
General Partner
Ordinary shares
100%
ICG Strategic Equity Side Car (Onshore) GP LP
16
Delaware
Limited Partner
N/A
–%
ICG Europe Fund VIII GP S.à r.l.
29
Luxembourg
General Partner
Ordinary shares
100%
ICG North American Private Equity I GP LP
21
Delaware
Limited Partner
N/A
–%
ICG Real Estate Debt VI GP S.à r.l.
27
Luxembourg
General Partner
Ordinary shares
100%
ICG Excelsior GP S.à r.l.
29
Luxembourg
General Partner
Ordinary shares
100%
ICG Life Sciences GP S.à r.l.
27
Luxembourg
General Partner
Ordinary shares
100%
ICG Strategic Equity Associates IV S.à r.l
29
Luxembourg
General Partner
Ordinary shares
100%
ICG Strategic Equity IV GP LP SCSp
29
Luxembourg
Limited Partner
N/A
–%
ICG RE AUSTRALIA GROUP PTY LTD
3
Australia
Service company
Ordinary shares
100%
ICG (DIFC) Limited
26
United Arab Emirates
Service company
Ordinary shares
100%
ICG Metropolitan GP S.à r.l.
22
Luxembourg
General Partner
Ordinary shares
100%
ICG Senior Debt Partners GP S.à r.l.
27
Luxembourg
General Partner
Ordinary shares
100%
ICG Real Estate Senior Debt V GP S.à r.l.
27
Luxembourg
General Partner
Ordinary shares
100%
ICG SRE GP II S.à r.l.
22
Luxembourg
General Partner
Ordinary shares
100%
ICG Living GP S.a r.l.
22
Luxembourg
General Partner
Ordinary shares
100%
ICG Europe Mid-Market Fund II GP S.à r.l.
29
Luxembourg
General Partner
Ordinary shares
100%
ICG Infrastructure Fund II GP S.à r.l
29
Luxembourg
General Partner
Ordinary shares
100%
ICG Strategic Equity GP V S.à r.l.
29
Luxembourg
General Partner
Ordinary shares
100%
ICG Fund Advisors LLC
17
Delaware
Advisory company
Ordinary shares
100%
ICG Alternative Credit LLC
17
Delaware
Advisory company
Ordinary shares
100%
ICG Strategic Equity Advisors LLC
17
Delaware
Advisory company
Ordinary shares
100%
ICG Debt Administration LLC
17
Delaware
Service company
Ordinary shares
100%
ICG Strategic Equity Associates II LLC
16
Delaware
General Partner
Ordinary shares
100%
1. Registered addresses are disclosed in page 186.
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Notes to the financial statements continued
27. Subsidiaries continued
Indirectly held subsidiaries continued
Name
Ref1
Country of incorporation
Principal activity
Share class
% Voting rights
held
ICG Velocity Co-Investor Associates LLC
16
Delaware
General Partner
Ordinary shares
100%
ICG Debt Advisors LLC - Manager Series
17
Delaware
Advisory company
Ordinary shares
100%
ICG North America Associates II LLC
17
Delaware
General Partner
Ordinary shares
100%
ICG Strategic Equity Associates III LLC
16
Delaware
General Partner
Ordinary shares
100%
ICG Augusta Associates LLC
16
Delaware
General Partner
Ordinary shares
100%
ICG STRATEGIC EQUITY ASSOCIATES IV LLC
16
Delaware
General Partner
Ordinary shares
100%
ICG LP Secondaries Associates I LLC
16
Delaware
General Partner
Ordinary shares
100%
ICG North America Associates III LLC
17
United States
General Partner
Ordinary shares
100%
ICG Global Investment Jersey Limited
18
Jersey
Investment company
Ordinary shares
100%
ICG North America Holdings Limited
5
Cayman Islands
Investment company
Ordinary shares
100%
ICG Global Nominee Jersey Limited
18
Jersey
Special purpose vehicle
Ordinary shares
100%
ICG Global Nominee Jersey 2 Limited
18
Jersey
Special purpose vehicle
Ordinary shares
100%
ICG RE CORPORATE AUSTRALIA PTY LTD
3
Australia
Service company
Ordinary shares
100%
ICG RE CAPITAL PARTNERS AUSTRALIA PTY LTD
3
Australia
Advisory company
Ordinary shares
100%
ICG RE FUNDS MANAGEMENT AUSTRALIA PTY LTD
3
Australia
Service company
Ordinary shares
100%
Intermediate Capital Managers (Australia) PTY Limited
2
Australia
Advisory company
Ordinary shares
100%
Intermediate Capital Australia PTY Limited
1
Australia
Advisory company
Ordinary shares
100%
ICG Alternative Investment (Netherlands) B.V.
30
Netherlands
Advisory company
Ordinary shares
100%
ICG Asia Pacific Fund IV GP LP SCSp
27
Luxembourg
Limited Partner
N/A
–%
ICG Augusta GP LP
5
Cayman Islands
Limited Partner
N/A
–%
ICG NA Debt Co-Invest Limited
15
England & Wales
Investment company
Ordinary shares
100%
ICG Debt Advisors LLC – Holdings Series
17
Delaware
Investment company
Ordinary shares
100%
ICG EFV MLP GP LIMITED
England & Wales
General Partner
Ordinary shares
100%
ICG Europe Fund VII GP LP SCSp
28
Luxembourg
Limited Partner
N/A
–%
ICG Europe Fund VIII GP LP SCSp
29
Luxembourg
Limited Partner
N/A
–%
ICG Europe Mid-Market Fund GP LP SCSp
28
Luxembourg
Limited Partner
N/A
–%
ICG European Credit Mandate GP LP SCSp
28
Luxembourg
Limited Partner
N/A
–%
ICG EXCELSIOR GP LP SCSp
29
Luxembourg
Limited Partner
N/A
–%
ICG Executive Financing Limited
19
Jersey
Service company
Ordinary shares
100%
ICG Infrastructure Equity Fund I GP LP SCSp
29
Luxembourg
Limited Partner
N/A
–%
ICG Life Sciences GP LP SCSp
27
Luxembourg
Limited Partner
N/A
–%
Avanton Richmond Developments Limited
7
England & Wales
Special purpose vehicle
Ordinary shares
70%
1. Registered addresses are disclosed in page 186.
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Notes to the financial statements continued
27. Subsidiaries continued
Indirectly held subsidiaries continued
Name
Ref1
Country of incorporation
Principal activity
Share class
% Voting rights
held
ICG LP Secondaries I GP LP SCSp
29
Luxembourg
Limited Partner
N/A
–%
ICG Employee Benefit Trust 2015
11
Guernsey
N/A
Ordinary shares
100%
ICG Private Markets General Partner SCSp
27
Luxembourg
General Partner
N/A
–%
ICG Real Estate Debt VI GP LP SCSp
27
Luxembourg
Limited Partner
N/A
–%
ICG Recovery Fund II GP LP SCSp
29
Luxembourg
Limited Partner
N/A
–%
ICG Strategic Equity Side Car II GP LP
5
Cayman Islands
Limited Partner
N/A
–%
ICG Strategic Equity Side Car II (Onshore) GP LP
16
Delaware
Limited Partner
N/A
–%
ICG Velocity GP LP
16
Delaware
Limited Partner
N/A
–%
ICG Velocity Co-Investor GP LP
16
Delaware
Limited Partner
N/A
–%
ICG Velocity Co-Investor (Offshore) GP LP
5
Cayman Islands
Limited Partner
N/A
–%
Wise Living Homes Limited
6
England & Wales
Special purpose vehicle
Ordinary shares
83%
Wise Limited Amber Langley Mill Limited
6
United Kingdom
Special purpose vehicle
Ordinary shares
83%
ICG Longbow Development Debt Limited
England & Wales
Investment company
Ordinary shares
100%
ICG-Longbow Investment 3 LLP
England & Wales
Special purpose vehicle
N/A
–%
ICG Asia Pacific Fund III GP Limited Partnership
19
Jersey
Limited Partner
N/A
–%
ICG Europe Fund V GP Limited Partnership
18
Jersey
Limited Partner
N/A
–%
ICG Europe Copenhagen, filial af ICG Europe S.à r.l.
35
Denmark
Branch
N/A
100%
ICG Europe SARL - Frankfurt Branch
36
Germany
Branch
N/A
100%
ICG Europe SARL - Milan Branch
37
Italy
Branch
N/A
100%
ICG Europe SARL - Paris Branch
38
France
Branch
N/A
100%
ICG North America Associates III S.à r.l.
27
Luxembourg
General Partner
Ordinary shares
100%
ICG North American Private Debt GP LP
17
Delaware
Limited Partner
N/A
–%
ICG Real Estate Opportunities APAC GP S.à r.l.
22
Luxembourg
General Partner
Ordinary shares
100%
ICG Strategic Equity GP V LLC
16
Delaware
General Partner
Ordinary shares
100%
Intermediate Capital Managers Limited (France Branch)
38
France
Branch
N/A
100%
ICG Infrastructure APAC I GP S.à r.l.
22
Luxembourg
General Partner
Ordinary shares
100%
Rock Investments GP S.à r.l.
27
Luxembourg
General Partner
Ordinary shares
100%
ICG Real Estate Debt VII GP Sarl
22
Luxembourg
General Partner
Ordinary shares
100%
ICG Seed Asset Founder LP Limited
19
Jersey
Special purpose vehicle
Ordinary shares
100%
ICG North American Private Equity Debt Limited
19
Jersey
Special purpose vehicle
Ordinary shares
100%
ICG Real Estate E Debt Limited
19
Jersey
Special purpose vehicle
Ordinary shares
100%
ICG Life Sciences Debt Limited
19
Jersey
Special purpose vehicle
Ordinary shares
100%
1. Registered addresses are disclosed in page 186.
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Notes to the financial statements continued
27. Subsidiaries continued
Indirectly held subsidiaries continued
Name
Ref1
Country of incorporation
Principal activity
Share class
% Voting rights
held
ICG North American Private Equity Associates I LLC
21
Delaware
General Partner
Ordinary shares
100%
ICG North American Private Equity Fund I LP
21
Delaware
Special purpose vehicle
N/A
–%
ICG Life Sciences SCSp
27
Luxembourg
Limited Partner
N/A
–%
ICG Life Sciences Feeder SCSp
27
Luxembourg
Special purpose vehicle
N/A
–%
ICG Funding Lux S.à r.l.
22
Luxembourg
Special purpose vehicle
Ordinary shares
100%
Atlanta Investment PTE. Limited
10
Singapore
Special purpose vehicle
Ordinary shares
100%
ICG Infrastructure APAC Fund SCSp
22
Luxembourg
Special purpose vehicle
N/A
–%
ICG Infrastructure APAC Investment PTE. Limited
10
Singapore
Special purpose vehicle
Ordinary shares
100%
Montero PTE Ltd
10
Singapore
Special purpose vehicle
Ordinary shares
100%
ICG Real Estate Opportunities APAC Fund SCSP
22
Luxembourg
Special purpose vehicle
N/A
–%
Yangju Investment PTE. LTD.
10
Singapore
Special purpose vehicle
Ordinary shares
100%
Montero Japan Master Pte. Ltd
10
Singapore
Special purpose vehicle
Ordinary shares
100%
Montero Cruise JP 1 Pte. Ltd
10
Singapore
Special purpose vehicle
Ordinary shares
100%
Montero Cruise JP 2 Pte. Ltd
10
Singapore
Special purpose vehicle
Ordinary shares
100%
Capstone Living and Stay General Private Investment Company No. 1
0
South Korea
Portfolio Company
Ordinary shares
100%
Capstone Living and Stay General Private Investment Company No. 2
0
South Korea
Portfolio Company
Ordinary shares
100%
Rifa Private Real Estate Trust No. 24
0
South Korea
Portfolio Company
Ordinary shares
100%
1. Registered addresses are disclosed in page 186.
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Notes to the financial statements continued
27. Subsidiaries continued
Registered offices
1
Level 18, 88 Phillip Street, Sydney, NSW 2000, Australia
2
Level 31, 88 Phillip Street, Sydney, NSW 2000, Australia
3
Level 9, 88 Phillip Street, Sydney, NSW 2000, Australia
4
75 Fort Street, Clifton House, c/o Estera Trust (Cayman) Limited, PO Box 1350, Grand Cayman, KY1-1108, Cayman Islands
5
PO Box 309, Ugland House, C/o Maples Corporate Services Limited, Grand Cayman, KY1-1104, Cayman Islands
6
17 Regan Way, Chetwynd Business Park, Chilwell, Nottingham, NG9 6RZ, England & Wales
7
Brock House, 19 Langham Street, London, England, W1W 6BP
8
1 rue de la Paix, Paris, 75002, France
9
12th Floor, An der Welle 5, Frankfurt, 60322, Germany
10
9 Temasek Boulevard, #12-01/02. Suntec Tower Two, 038989, Singapore
11
c/o Zedra Trust Company (Guernsey) Limited, 3rd Floor, Cambridge House, Le Truchot, St Peter Port, GY1 1WD, Guernsey
12
Suites 1301-02, 13/F, AIA Central, 1 Connaught Road Central, Hong Kong
13
Corso Giacomo Matteotti 3, Milan, 20121, Italy
14
Level 23, Otemachi Nomura Building, 2-1-1 Otemachi, Chiyoda-ku, Tokyo, 100-0004, Japan
15
25 Farringdon Street, London, EC4A 4AB
16
c/o Maples Fiduciary Services (Delaware) Inc., Suite 302, 4001 Kennett Pike, Wilmington, DE, 19807, United States
17
c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, DE, 19801, United States
18
IFC 1, The Esplanade, St. Helier, JE1 4BP, Jersey
19
Ogier House,44 The Esplanade, St. Helier, JE4 9WG, Jersey
20
12E, rue Guillaume Kroll, L - 1882 Luxembourg
21
c/o Intertrust Corporate Services Delaware LTD, Suite 210, 200 Bellevue Parkway, Wilmington, DE, 19809, United States
22
3, rue Gabriel Lippmann, L - 5365 Munsbach, Luxembourg
23
32-36, boulevard d'Avranches L - 1160 Luxembourg, 1160, Luxembourg
24
49 Avenue John F. Kennedy, Luxembourg, L-1855, Luxembourg
25
5 Allée Scheffer, Luxembourg, L-2520, Luxembourg
26
Index Tower, Floor 4, Unit 404, Dubai International Financial Centre, Dubai, United Arab Emirates
27
6, rue Eugene Ruppert, Luxembourg, L-2453, Luxembourg
28
60, Avenue J.F. Kennedy, Luxembourg, L-1855, Luxembourg
29
6H Route de Trèves, Senningerberg, L-2633, Luxembourg
30
Paulus Potterstraat 20, 2hg., Amsterdam, 1071 DA, Netherlands
31
Spark B, Aleja Solidarności 171, Warsaw, 00-877, Poland
32
8 Marina View, #32-06. Asia Square Tower 1, 018960, Singapore
33
Serrano 30-3º, 28001 Madrid, Spain
34
David Bagares Gata 3, 111 38 Stockholm
35
Female Founders House Bredgade 45B, 3., kontor, Copenhagen, 607 1260, Denmark
36
12th Floor, Stockwerk, An der Welle 5, Frankfurt, 60322, Germany
37
Corso Giacomo Matteotti 3, Milan, 20121, Italy
38
1 rue de la Paix, Paris, 75002, France
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Notes to the financial statements continued
27. Subsidiaries continued
The table below shows details of structured entities that the Group is deemed to control:
Name of subsidiary
Country of incorporation
% of ownership interests and voting rights
ICG US CLO 2014-1, Ltd.
Cayman Islands
50%
ICG US CLO 2014-2, Ltd.
Cayman Islands
72%
ICG US CLO 2014-3, Ltd.
Cayman Islands
51%
ICG US CLO 2015-1, Ltd.
Cayman Islands
50%
ICG US CLO 2015-2R, Ltd.
Cayman Islands
83%
ICG US CLO 2016-1, Ltd.
Cayman Islands
63%
ICG US CLO 2017-1, Ltd.
Cayman Islands
60%
ICG US CLO 2020-1, Ltd.
Cayman Islands
52%
ICG EURO CLO 2021-1 DAC
Ireland
67%
ICG EURO CLO 2023-2 DAC
Ireland
100%
St. Paul's CLO II DAC
Ireland
85%
St. Paul's CLO III-R DAC
Ireland
62%
St. Paul's CLO VI DAC
Ireland
53%
St. Paul's CLO VIII DAC
Ireland
53%
St. Paul's CLO XI DAC
Ireland
57%
ICG Euro CLO 2023-1 DAC
Ireland
100%
ICG Enterprise Carry (1) LP
Jersey
100%
ICG Enterprise Carry (2) LP
Jersey
50%
ICG US Senior Loan Fund
Cayman Islands
100%
ICG Total Credit (Global) SCA
Luxembourg
100%
ICG Newground RE Finance Trust 1
Australia
100%
The structured entities controlled by the Group include £5,089.7m (2023: £5,160.8m) of assets and £5,087.7m (2023: £5,109.2m) of liabilities within 21 funds listed above. These assets are restricted in their use to being
the sole means by which the related fund liabilities can be settled. All other assets can be accessed or used to settle the other liabilities of the Group without significant restrictions.
The Group has not provided contractual or non-contractual financial or other support to a consolidated structured entity during the period. It is not the current intention to provide such support, including the intention
to assist the structured entity in obtaining financial support.
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Notes to the financial statements continued
27. Subsidiaries continued
Subsidiary audit exemption
For the period ended 31 March 2024, the following companies were entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies. The member(s)1 of the following companies
have not required them to obtain an audit of their financial statements for the period ended 31 March 2024.
Company
Registered number
Member(s)
ICG FMC Limited
7266173
Intermediate Capital Group plc
ICG Global Investment UK Limited
7647419
Intermediate Capital Group plc
ICG Japan (Funding 2) Limited
9125779
Intermediate Capital Group plc
ICG Longbow Development (Brighton) Limited
8802752
Intermediate Capital Group plc
ICG Longbow Richmond Limited
11210259
Intermediate Capital Group plc
ICG Longbow BTR Limited
11177993
Intermediate Capital Group plc
ICG Longbow Senior Debt I GP Limited
2276839
Intermediate Capital Group plc
Intermediate Capital Investments Limited
2327070
Intermediate Capital Group plc
LREC Partners Investments No. 2 Limited
7428335
Intermediate Capital Group plc
ICG Longbow Development Debt Limited
9907841
ICG-Longbow Development GP LLP
ICG IC Holdco Limited
14542130
Intermediate Capital Group plc
ICG-Longbow Development GP LLP
OC396833
Intermediate Capital Group plc, ICG FMC Limited
ICG-Longbow Investment 3 LLP
OC395389
ICG FMC Limited, Intermediate Capital Managers Limited
ICG-Longbow Senior GP LLP
OC427634
Intermediate Capital Group plc, ICG FMC Limited
1. Shareholders or Partners, as appropriate.
188
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Notes to the financial statements continued
28. Disposal groups held for sale and discontinued operations
Accounting policy
Non-current financial assets held for sale and disposal groups
The Group may make an investment and hold the asset on its balance sheet prior to it being transferred into a fund or sold to third-party investors. When assets are expected to be held for a period for up to a year,
these assets may be classified as held for sale. Where the investment is held through a controlled investee the investee entity is classified as a disposal group held for sale.
The conditions for disposal groups held for sale are regarded as met only when the asset is available for immediate sale, the Directors are committed to the sale, and the sale is expected to be completed within one year
from the date of classification.
Assets within disposal groups held for sale are recognised at the lower of fair value less cost to sell and their carrying amount as required by IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations, except
where the asset is a financial instrument or investment property. The measurement of these assets is determined by IFRS 9 Financial Instruments and IAS 40 Investment Property respectively. The Group’s measurement
of these assets is detailed in note 5.
Subsidiaries within disposal groups held for sale which were acquired with a view to resale are assessed as discontinued operations.
Financial year ended 31 March 2024
As at 31 March 2024, management have assessed that it is no longer highly probable that the remaining assets classified as disposal groups held for sale at the prior reporting date will be disposed of in the next 12 months
and therefore have ceased to classify these assets as held for sale.
As at 31 March 2024 these assets are now classified either as financial assets at fair value through profit and loss in accordance with IFRS 9 (see note 5) or investment properties at fair value through profit and loss in
accordance with IAS 40 (see note 18). Assets were reclassified at fair value.
During the year the majority of discontinued operations were derecognised following the sale of controlling interests in the subsidiaries to third-party investors (see note 31 for details of full realisations). A loss on disposal of
£9.3m was recognised in respect of a full disposal of a discontinued operation and a loss of £3.9m was recognised in respect of a partial disposal of a discontinued operation, both to third parties. The retained interests do not
meet the definition of held for sale and are classified as continuing operations. Prior year profit after tax of those discontinued operations not disposed during the year is immaterial and have not been re-presented to continuing
operations.
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Notes to the financial statements continued
29. Associates and joint ventures
Accounting policy
Investment in associates
An associate is an entity over which the Group has significant influence, but no control, over the financial and operating policy decisions of the entity. As the investments in associates are held for venture capital purposes
they are designated at fair value through profit or loss.
Investment in joint ventures
A joint venture is a joint arrangement whereby the parties that have joint control over the arrangement have rights to the net assets of the arrangements. The results and assets and liabilities of joint ventures are incorporated
in these financial statements using the equity method of accounting from the date on which the investee becomes a joint venture, except when the investment is held for venture capital purposes in which case they are
designated as fair value through profit and loss. Under the equity method, an investment in a joint venture is initially recognised in the consolidated statement of financial position at cost, and adjusted thereafter to recognise
the Group’s share of the joint venture’s profit or loss.
The nature of some of the activities of the Group associates and joint ventures are investment related which are seen as complementing the Group’s operations and contributing to achieving the Group’s overall strategy.
The remaining associates and joint ventures are portfolio companies not involved in investment activities.
Details of associates and joint ventures
Details of each of the Group’s associates at the end of the reporting period are as follows:
Name of associate
Principal activity
Country of incorporation
Proportion of
ownership
interest/voting
rights held by the
Group
2024
Income
distributions
received from
associate
2024
Proportion of
ownership
interest/voting
rights held by the
Group
2023
Income
distributions
received from
associate
2023
ICG Europe Fund V Jersey Limited1
Investment company
Jersey
20%
4.5
20%
11.0
ICG Europe Fund VI Jersey Limited1
Investment company
Jersey
17%
(3)
17%
24.7
ICG North American Private Debt Fund2
Investment company
United States of America
20%
1.1
20%
5.5
ICG Asia Pacific Fund III Singapore Pte. Limited3
Investment company
Singapore
20%
4.1
20%
(1.2)
Ambient Enterprises LLC2
Investment company
United States of America
43%
–
50%
–
KIK Equity Co-invest LLC2
Investment company
United States of America
25%
–
25%
–
Seaway Topco, LP2
Investment company
United States of America
49%
–
–%
–
1. The registered address for this entity is IFC 1 – The Esplanade, St Helier, Jersey JE1 4BP.
2. The registered address for this entity is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, DE, 19801, United States
3. The registered address for this entity is 9 Raffles Place. #26-01. Republic Plaza, 048619, Singapore
During the year the Group’s investments in Seaway Topco, LP was assessed as an associate. All associates are accounted for at fair value.
The Group has a shareholding in each of ICG Europe Fund V Jersey Limited, ICG Europe Fund VI Jersey Limited, ICG North American Private Debt Fund, ICG Asia Pacific Fund III Singapore Pte. Limited and KIK Equity Co-invest
LLC arising from its co-investment with a fund. The Group appoints the General Partner (GP) to each of these funds. The investors have substantive rights to remove the GP without cause. The Funds also each have an Advisory
Council, nominated by the investors, whose function is to ensure that the GP is acting in the interest of investors. As the Group has a 17%–25% holding, and therefore significant influence in each entity, they have been considered
as associates
The proportion of ownership interest in this Ambient Enterprises LLC has reduced in the year as a result of dilution.
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Notes to the financial statements continued
29. Associates and joint ventures continued
Details of each of the Group’s joint ventures at the end of the reporting period are as follows:
Name of joint venture
Accounting method
Principal activity
Country of incorporation
Proportion of ownership
interest held by the Group
2024
Proportion of voting
rights held by the Group
2024
Nomura ICG KK
Equity
Advisory company
Japan
–%
–%
Brighton Marina Group Limited
Fair value
Investment company
United Kingdom
70%
70%
Brighton Marina Group Limited is accounted for at fair value in accordance with IAS28 and IFRS9 and the Group’s accounting policy in note 5 to the financial statements.
The Group holds 70% of the ordinary shares of Brighton Marina Group Limited and the management of this entity is jointly controlled with a third party who the Group does not control and therefore the Group is unable
to execute decisions without the consent of the third party.
Summarised financial information for equity accounted joint ventures
During the year the Group disposed of its interest in Nomura ICG KK. Nomura ICG KK made no profit from continuing operations and total comprehensive income for the year ended 31 March 2024 (2023: £8.8m),
of which the Group’s share of results accounted for using the equity method is (£0.4m) for the year ended 31 March 2024 (2023: £4.4m).
Significant restriction
There are no significant restrictions on the ability of associates and joint ventures to transfer funds to the Group other than having sufficient distributable reserves.
Summarised financial information for associates material to the reporting entity
The Group’s only material associate is ICG Europe Fund VI Jersey Limited which is an associate measured at fair value through profit and loss. The information below is derived from the IFRS financial statements of the entities.
Materiality has been determined by the carrying value of the associate as a percentage of total Group assets.
The entity allows the Group to co-invest with ICG Europe Fund VI, aligning interests with other investors. In addition to the returns on its co-investment the Group receives performance-related fee income from the funds
(see note 3). This is industry standard and is in line with other funds in the industry.
ICG Fund VI Jersey Limited
2024
£m
2023
£m
Current assets
0.6
8.1
Non-current assets
975.4
1,023.9
Current liabilities
–
(55.8)
976.0
976.2
Revenue
185.0
47.3
Expenses
(0.2)
(24.1)
Total comprehensive income
184.8
23.2
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Notes to the financial statements continued
30. Unconsolidated structured entities
A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights relate to administrative tasks only and
the relevant activities are directed by means of contractual arrangements. The Group has determined that it has an interest in a structured entity where the Group holds an investment, loan, fee receivable or commitment
with an investment fund or CLO. Where the Group does not hold an investment in the structured entity, management has determined that the characteristics of control, in accordance with IFRS 10, are not met.
The Group, as fund manager, acts in accordance with the pre-defined parameters set out in various agreements. The decision-making authority of the Group and the rights of third parties are documented. These agreements
include management fees that are commensurate with the services provided and performance fee arrangements that are industry standard. As such, the Group is acting as agent on behalf of these investors and therefore these
entities are not consolidated into the Group’s results. Consolidated structured entities are detailed in note 27.
At 31 March 2024, the Group’s interest in and exposure to unconsolidated structured entities including outstanding management and performance fees are detailed in the table below, and recognised within financial assets
at FVTPL and trade and other receivables in the statement of financial position:
2024
Funds
Investment in
Fund
£m
Management fees
receivable
£m
Management fee rates
%
Performance fees
receivable
£m
Performance fee rates
%
Maximum
exposure to loss
£m
CLOs
295.9
4.2
0.19% to 0.50%
–
0.05% to 0.20%
300.1
Credit Funds
22.1
9.3
0.29% to 1.50%
13.0
20% of returns in excess of 0% for Alternative Credit Fund only
44.4
Corporate Investment Funds
1,402.7
61.6
0.43% to 1.50%
66.4
20%–25% of total performance fee of 10%–20% of profit over the threshold
1,530.7
Real Asset Funds
401.6
17.7
0.30% to 1.24%
–
20% of total performance fee of 15%–20% of profit over the threshold
419.3
Secondaries Funds
455.8
38.5
0.75% to 1.37%
4.3
20% of total performance fee of 12.5%–20% of profit over the threshold
498.6
Total
2,578.1
131.3
83.7
2,793.1
Funds
2023
Investment in
Fund
£m
Management fees
receivable
£m
Management fee rates
%
Performance fees
receivable
£m
Performance fee rates
%
Maximum
exposure to loss
£m
CLOs
298.3
4.1
0.19% to 0.50%
–
0.05% to 0.20%
302.4
Credit Funds
65.9
8.6
0.29% to 1.50%
(0.3)
20% of returns in excess of 0% for Alternative Credit Fund only
74.2
Corporate Investment Funds
1,341.5
55.9
0.43% to 1.50%
37.6
20%–25% of total performance fee of 20% of profit over the threshold
1,435.0
Real Asset Funds
288.5
12.0
0.30% to 1.24%
–
20% of returns in excess of 9% IRR
300.5
Secondaries Funds
441.1
20.2
0.75% to 1.37%
0.2
10%–20% of total performance fee of 8%–20% of profit over the threshold
461.5
Total
2,435.3
100.8
37.5
2,573.6
The Group’s maximum exposure to loss is equal to the value of any investments held and unpaid management fees and performance fees.
The Group has not provided non-contractual financial or other support to the unconsolidated structured entities during the year. It is not the current intention to provide such support, including the intention
to assist the structured entity in obtaining financial support.
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Notes to the financial statements continued
31. Net cash flows from operating activities
Accounting policy
Cash flows arising from the acquisition and disposal of assets to seed new investment strategies are classified as operating, as this activity is undertaken to establish new sources of fund management fee income,
growing the operating activities of the Group.
Notes
Year ended
31 March 2024
Group
£m
Year ended
31 March 2023
Group
£m
Profit before tax from continuing operations
530.8
251.0
Adjustments for non-cash items:
Fee and other operating income
3
(554.8)
(483.6)
Net investment returns
9
(405.3)
(172.5)
Interest income
8
(21.6)
(15.5)
Net fair value (gain)/loss on derivatives
(22.8)
34.9
Impact of movement in foreign exchange rates
33.3
(17.8)
Interest expense
10
49.5
64.6
Depreciation, amortisation and impairment of property, plant, equipment and intangible assets
16, 17
18.0
18.2
Share-based payment expense
43.9
39.5
Change in disposal groups held for sale
–
(8.8)
Working capital changes:
Increase in trade and other receivables
(88.7)
(12.0)
Decrease in trade and other payables
(17.7)
(196.9)
(435.4)
(498.9)
Proceeds from sale of current financial assets and disposal groups held for sale
319.2
45.5
Purchase of current financial assets and disposal groups held for sale
(312.1)
(211.9)
Purchase of investments
(1,729.7)
(1,374.6)
Proceeds from sales and maturities of investments
2,233.1
1,721.8
Issuance of CLO notes1
–
0.4
Redemption of CLO notes1
(389.1)
(45.6)
Interest received2
447.2
322.6
Dividends received2
47.0
40.2
Fee and other operating income received
496.4
587.9
Interest paid
(379.5)
(263.4)
Cash flows generated from operations
297.1
324.0
Taxes paid
(41.2)
(32.4)
Net cash flows from operating activities
255.9
291.6
1. The prior period has been re-presented to separately disclose the gross amounts of issuance and redemption of CLO notes, previously included within the “Purchase of Investment” and “Proceeds from sales and maturities of investments” lines respectively.
2. The prior period has been re-presented to separately disclose Interest received and Dividends received, previously disclosed as “Interest and dividend income received”.
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Notes to the financial statements continued
31. Net cash flows from operating activities continued
Included within Proceeds from sale of current financial assets and disposal groups held for sale is i) cash consideration received of £240.0m in respect of the disposals of the Group's real estate seed investments in Metropolitan
SCSp and Metropolitan 2 SCSp resulting in a loss of control by the Group in those entities. Immediately prior to the disposal the net asset value of these interests was £247.1m, predominantly comprised of investment property;
ii) cash consideration received of £44.8m in respect of the disposal of the Group’s interest in an LP Secondaries transaction, resulting in a loss of control by the Group in that entity. Immediately prior to the disposal the net asset
value of this interest was £26.6m, comprised of interests in private equity funds; and iii) cash consideration of £1.7m and non-cash consideration of £15.2m in respect of the partial disposal of the Group's seed investment in
Seaway Topco LP resulting in a loss of control by the Group. Immediately prior to the disposal the net asset value of this interest was £40.1m, predominantly comprised of goodwill (see note 28).
Purchase of current financial assets and disposal groups held for sale includes £123.1m (FY23: £56.4m) of financial assets and £169.5m (FY23: £100.6m) of investment property held by controlled subsidiaries.
Notes
Year ended
31 March 2024
Company
£m
Year ended
31 March 2023
Company
£m
Profit before tax from continuing operations
298.2
51.5
Adjustments for non-cash items:
Fee and other operating income
(16.3)
(3.9)
Dividend income
(240.0)
(386.6)
Interest income
(75.1)
(53.7)
Net investment returns
(8.9)
(0.7)
Net fair value (gain)/loss on derivatives
(23.5)
7.5
Impact of movement in foreign exchange rates
(99.7)
141.1
Interest expense
124.4
124.9
Depreciation, amortisation and impairment of property, equipment and intangible assets
16, 17
10.9
12.0
Write-down of intercompany loan balance
12.2
12.7
Share-based payment expense
43.9
39.5
Intragroup reallocation of incurred costs
(80.6)
(152.0)
Working capital changes:
Decrease in trade and other receivables
7.3
4.5
Decrease in trade and other payables
(118.0)
(15.8)
(165.2)
(219.0)
Proceeds from sale of current financial assets
–
34.2
Purchase of current financial assets
–
(134.6)
Purchase of investments
(28.0)
(73.1)
Proceeds from sales and maturities of investments
70.1
127.5
Interest received
21.4
6.0
Fee and other operating income received
11.7
5.0
Interest paid
(46.8)
(60.3)
Cash flows used in operations
(136.8)
(314.3)
Taxes paid
(24.2)
(20.8)
Net cash flows used in operating activities
(161.0)
(335.1)
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Notes to the financial statements continued
32. Contingent liabilities
The Parent Company and its subsidiaries may be party to legal claims arising in the course of business. The Directors do not anticipate that the outcome of any such potential proceedings and claims will have a material adverse
effect on the Group’s financial position and at present there are no such claims where their financial impact can be reasonably estimated. The Parent Company and its subsidiaries may be able to recover any monies paid out in
settlement of claims from third parties.
There are no other material contingent liabilities.
33. Post balance sheet events
There have been no material events since the balance sheet date.
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Non-IFRS alternative performance measures (APM) are defined below:
Term
Short Form
Definition
APM cash
Total cash excluding balances within consolidated structured entities.
APM earnings per share
EPS
APM profit after tax (annualised when reporting a six-month period’s results) divided by the weighted average number of ordinary shares as detailed in note 15.
APM Group profit before tax
Group profit before tax adjusted for the impact of the consolidated structured entities (see note 4). As at 31 March, this is calculated as follows:
2024
2023
Profit before tax
£530.80
£251.0m
Plus/Less consolidated structured entities
£67.0m
£7.1m
APM Group profit/(loss) before tax
£597.8m
£258.1m
Assets under management
AUM
Value of all funds and assets managed by the Group. AUM is calculated by adding third-party AUM and the value of the Balance Sheet Investment Portfolio.
2024
2023
Third Party AUM
$94.5bn
$77.0bn
Balance Sheet Investment Portfolio
$3.9bn
$3.2bn
Total AUM
$98.4bn
$80.2bn
Available cash
Total available cash comprises APM cash less regulatory liquidity requirements.
2024
2023
APM cash
£627.4m
£550.0m
Regulatory liquidity requirement
(£53.0)m
(£44.0)m
Available cash
£574.4m
£506.0m
Balance sheet investment
portfolio
The balance sheet investment portfolio represents financial assets from the statement of financial position, adjusted for the impact of the consolidated structured
entities and excluding derivatives.
2024
2023
Total non current and current financial assets
Note 4
£3,080.3m
£2,924.6m
Derivative (assets)
(£10.3)m
(£22.6)m
Total balance sheet investment portfolio
£3,070.0m
£2,902m
Cash profit
PICP
Cash profit is defined as internally reported profit before tax and incentive schemes, adjusted for non-cash items
2024
2023
APM profit before tax
£597.8m
£258.1m
Add back incentive schemes
£171.9m
£151.8m
Other adjustments
(£258.8)m
£121.9m
Cash profit
£510.9m
£531.8m
Earnings per share
EPS
Profit after tax (annualised when reporting a six-month period’s results) divided by the weighted average number of ordinary shares as detailed in note 15.
EBITDA
Earnings before interest, tax, depreciation and amortisation.
Equalisation
When new third-party clients subscribe to a closed-end fund after the first close, they pay a pre-agreed return to clients who subscribed to the fund at an earlier close.
This compensates those clients for their capital being tied up for longer. This is referred to as 'equalisation' and can result in gain or loss for earlier investors compared
to the latest fund valuation.
Group cashflows from operating
activities- APM
Group cashflows from operating activities – APM is net cash flows from operating activities adjusted for interest paid
2024
2023
Group cashflows from operating activities- APM
£388.9m
£395.0m
Interest paid
(£49.3)m
(£63.5)m
Net cash flows from/(used in) operating activities
Note 4
£339.6m
£331.5m
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Glossary
Glossary
Term
Short Form
Definition
Group cashflows from financing
activities - APM
Group cashflows from financing activities – APM is net cash flows from financing activities adjusted for interest paid and the payment of principal portion
of lease liabilities
2024
2023
Group cashflows from financing activities - APM
£241.6m
(£533.4)m
Interest paid
£49.3m
£63.5m
Payment of principal portion of lease liabilities
(£8.4)m
(£6.8)m
Net cash flows from/(used in) financing activities
Note 4
(£282.5)m
(£476.7)m
Net cash flows used in investing
activities
Other operating cashflows is net cash flows from investing activities adjusted for the payment of principal portion of lease liabilities
2024
2023
Net cash flows used in investing activities
£22.0m
(£70.0)m
Payment of principal portion of lease liabilities
(£8.4)m
(£6.8)m
Other operating cashflows
£13.6m
(£76.8)m
Interest expense
Interest expense excludes the cost of financing associated with the consolidated structured entities. See note 10 for a full reconciliation.
Net asset value per share
Total equity from the statement of financial position adjusted for the impact of the consolidated structured entities divided by the closing number of ordinary shares.
As at 31 March, this is calculated as follows:
2024
2023
Total equity (See note 4 )
£2,295.4m
£1,977.4m
Closing number of ordinary shares
286,699,346
285,082,287
Net asset value per share
801p
694p
On an IFRS basis Net Asset Value as follows:
2024
2023
Total equity (See note 4 )
£2,299.7m
£2,045.2m
Closing number of ordinary shares
286,699,346
285,082,287
Net asset value per share
802p
717p
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Glossary continued
Term
Short Form
Definition
Net current assets
The total of cash, plus current financial assets, plus other current assets, less current liabilities as internally reported. This excludes the consolidated structured entities.
As at 31 March, this is calculated as follows:
2024
2023
Cash
£627.4m
£550.0m
Current financial assets
£366.6m
£282.4m
Other current assets
£299.1m
£243.7m
Current financial liabilities
(£268.4)m
(£79.1)m
Other current liabilities
(£255.8)m
(£157.7)m
Net current assets
£768.9m
£839.3m
On an IFRS basis net current assets are as follows:
2024
2023
Cash
£990.0m
£957.5m
Current financial assets
—
—
Other current assets
£486.3m
£307.3m
Disposal groups held for sale
0
£578.3m
Current financial liabilities
(£259.3)m
(£64.3)m
Other current liabilities
(£576.2)m
(£501.0)m
Liabilities directly associated with disposal groups held for sale
0
(£204.0)m
Net current assets
£640.8m
£1,073.8m
Net financial debt
Net financial debt includes available cash whereas gearing uses gross borrowings and is therefore not impacted by movements in cash balances. Gross drawn debt less
available cash of the Group, as at 31 March, is calculated as follows:
2024
2023
Total liabilities held at unamortised cost
£1447.4m
£1653.4m
Impact of upfront fees/unamortised discount
£0.6m
£1.6m
Gross drawn debt (see page 64)
£1,538.0m
£1,538.0m
Less available cash
(£574.4)m
(£506.0)m
Net debt
£873.6m
£1,032.0m
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Glossary continued
Term
Short Form
Definition
Net gearing
Net debt, excluding the consolidated structured entities, divided by total equity from the statement of financial position adjusted for the impact of the consolidated
structured entities. As at 31 March, this is calculated as follows:
2024
2023
Net debt
£874m
£1,032m
Shareholders’ equity
£2,295.4m
£1,977.4m
Net gearing
0.38x
0.52x
Net Investment Returns
Net Investment Returns is the total of interest income, capital gains, dividend and other income generated by the balance sheet investment portfolio less asset
impairments.
Operating cashflow
Operating cashflow represents the cash generated from operating activities from the statement of cashflows, adjusted for the impact of the consolidated structured
entities. See note 4 for a full reconciliation.
Operating profit margin
Fund Management Company profit before tax divided by Fund Management Company total revenue. As at 31 March this is calculated as follows:
2024
2023
Fund Management Company profit before tax
£374.4m
£310.7m
Fund Management Company total revenue
£652.0m
£539.9m
Operating profit margin
57.4%
57.5%
Third Party Fee Earning AUM
AUM for which the Group is paid a management fee or performance fee. Fee-earning AUM is determined by the fee basis on which the fund earns fees, either
commitments or investments.
Total available liquidity
Total available liquidity comprises available cash and undrawn debt facilities.
Total fund size
Total fund size is the sum of third-party AUM and ICG plc’s commitment to that fund.
Weighted-average fee rate
An average fee rate across all strategies based on fee earning AUM in which the fees earned are weighted based on the relative AUM.
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Glossary continued
Other definitions which have not been identified as non-IFRS GAAP alternative performance measures are as follows:
Term
Short Form
Definition
Additions (of AUM)
Within AUM: New commitments of capital by clients including recycled AUM. Within third-party fee-earning AUM: the aggregate of new commitments of capital
by clients that pay fees on committed capital, and deployment of capital that charges fees on invested capital.
AIFMD
The EU Alternative Investment Fund Managers Directive.
Alternative performance measure
APM
These are non-IFRS financial measures.
CAGR
Compound Annual Growth Rate.
Catch-up fees
Fees charged to investors who commit to a fund charging fees on commitments after its first close. This has the impact of backdating their commitment thereby aligning
all investors in the fund.
Client base
Client base includes all direct investment fund and liquid credit fund investors.
Closed-end fund
A fund where investor’s commitments are fixed for the duration of the fund and the fund has a defined investment period.
Co-investment
Co-invest
A direct investment made alongside or in a fund taking a pro-rata share of all instruments.
Collateralised Loan Obligation
CLO
CLO is a type of investment grade security backed by a pool of loans.
Close
A stage in fundraising whereby a fund is able to release or draw down the capital contractually committed at that date.
Default
An ‘event of default’ is defined as:
A company fails to make timely payment of principal and/or interest under the contractual terms of any financial obligation by the required payment date
A restructuring of the company’s obligations as a result of distressed circumstances
A company enters into bankruptcy or receivership
Deal Vintage Bonus
DVB awards are a long-term employee incentive, enabling certain investment teams, excluding Executive Directors, to share in the future realised profits from certain
investments within the Group's balance sheet portfolio.
Direct investment funds
Funds which invest in self-originated transactions for which there is a low volume, illiquid secondary market.
DPI
Distributed to Paid-In Capital
Employee Benefit Trust
EBT
Special purpose vehicle used to purchase ICG plc shares which are used to satisfy share options and awards granted under the Group’s employee share schemes.
Environmental, Social and
Governance
ESG
Environmental, social and governance (ESG) criteria are a set of standards for a company’s operations that socially conscious investors use to screen potential
investments.
Financial Conduct Authority
FCA
Regulates conduct by both retail and wholesale financial service companies in provision of services to consumers.
Financial Reporting Council
FRC
The UK’s independent regulator responsible for promoting high quality corporate governance and reporting.
Fund
A pool of third-party capital allocated to a specific investment strategy or strategies, managed by ICG plc or its affiliates.
Fund Management Company
FMC
The Group’s fund management business, which sources and manages investments on behalf of the IC and third-party funds.
Fund level leverage
Debt facilities utilised by funds to finance assets.
Gross money on invested capital
Gross MOIC
Total realised and unrealised value of investments (before deduction of any fees), divided by the total invested cost.
HMRC
HM Revenue & Customs, the UK tax authority.
IAS
International Accounting Standards.
IFRS
International Financial Reporting Standards as adopted by the United Kingdom.
Illiquid assets
Asset classes which are not actively traded.
Internal Rate of Return
IRR
The annualised return received by an investor in a fund. It is calculated from cash drawn from and returned to the investor together with the residual value of the asset.
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Glossary continued
Term
Short Form
Definition
Investment Company
IC
The Investment Company invests the Group’s balance sheet to seed and accelerate emerging strategies, and invests alongside the Group's more established funds
to align interests between the Group's client, employees and shareholders. It also supports a number of costs including for certain central functions, a part of the
Executive Directors' compensation and the portion of the investment teams' compensation linked to the returns of the balance sheet investment portfolio.
Key Person
Certain funds have a designated Key Person. The departure of a Key Person without adequate replacement triggers a contractual right for investors to cancel their
commitments or kick-out of the Group as fund manager.
Key performance indicator
KPI
A business metric used to evaluate factors that are crucial to the success of an organisation.
Key risk indicator
KRI
A measure used to indicate how risky an activity is. It is an indicator of the possibility of future adverse impact.
Liquid assets
Asset classes with an active, established market in which assets may be readily bought and sold.
LTM EBITDA
Last twelve month's earning before interest, tax, depreciation and amortisation.
Market movements
Market movements of AUM comprises revaluation of non-USD denominated funds and changes in net asset value for funds where the measurement of AUM is based
on the fund net asset value.
Money multiple
MOIC or MM
Cumulative returns divided by original capital invested.
Net currency assets
Net assets excluding certain items including; trade and other receivables, trade and other payables, property plant and equipment, cash balances held by the Group’s
fund management entities and current and deferred tax assets and liabilities.
Open-ended fund
A fund which remains open to new commitments and where an investor’s commitment may be redeemed with appropriate notice.
Performance fees
Carried interest
or Carry
Share of profits that the fund manager is due once it has returned the cost of investment and agreed preferred return to investors.
Realisation
The return of invested capital in the form of principal, rolled-up interest and/or capital gain.
Realisations (of AUM)
Reductions in AUM due to capital being returned to investors and/or no longer able to be called by the fund, and the reduction in AUM due to step-downs.
Recycle (of AUM)
Where the fund is able to re-invest capital that has previously been invested and then realised. This is typically only within a defined period during the fund's investment
period and is generally subject to certain requirements.
Relevant investments
Relevant investments include all direct investments within ICG’s Structured and Private Equity asset class and Infrastructure Equity strategy, where ICG has sufficient
influence. Sufficient influence is defined by SBTi as follows: at least 25% of fully diluted shares and at least a board seat.
RCF
Revolving credit facility
Seed investments
Investments within the balance sheet investment portfolio that the Group anticipates transferring to a fund in due course, typically made where the Group is seeding
new strategies in anticipation of raising a fund.
Step-down
A reduction in AUM resulting from the end of the investment period in an existing fund or when a subsequent fund starts to invest. Funds that charge fees on committed
capital during the investment period will normally shift to charging fees on net invested capital post step-down. There is generally the ability to continue to call further
capital from funds that have had a step-down in certain circumstances.
Separately Managed Account
SMA
Third-party capital committed by a single investor allocated to a specific investment strategy or strategies, managed by ICG plc or its affiliates.
Science-based target
SBT
A decarbonisation target independently validated by the Science Based Targets initiative (SBTi) which defines and promotes best practice in science-based target
setting in line with the latest climate science.
Structured entities
Entities which are classified as investment funds, credit funds or CLOs and are deemed to be controlled by the Group, through its interests in either an investment, loan,
fee receivable, guarantee or commitment.
Task Force on Climate-related
Financial Disclosures
The TCFD was created by the Financial Stability Board to develop recommendations on the types of information that companies should disclose to support investors,
lenders, and insurance underwriters in appropriately assessing and pricing a specific set of risks related to climate change.
Total AUM
The aggregate of the Third Party AUM and the Balance Sheet investment portfolio.
UK Corporate Governance Code
The Code
Sets out standards of good practice in relation to board leadership and effectiveness, remuneration, accountability and relations with shareholders.
Principles for Responsible
Investment
UN PRI
The Principles for Responsible Investment is an independent association promoting responsible investment to its network in order to enhance returns and better
manage risks of investments.
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Glossary continued
The Greenhouse gas emissions (GHG) of the Group and Company are prepared in accordance with the GHG
Protocol Corporate Accounting and Reporting Standard, aligned with the Scope 2 Guidance, and Corporate
Value Chain (Scope 3) Standard. ICG has attempted to use as much actual data to calculate its GHG emissions as
possible, but there are circumstances where data has been estimated through a variety of methods according to
the emissions source and the data available. The information below provides further detail into the calculations,
estimation approaches and limitations of data we had to calculate our operational CO2e.
Reporting Period
ICG’s GHG emissions reporting period of 1 April to 31 March is in line with our Annual Report and Accounts,
however the GHG emissions footprint was completed prior to 31 March for the purpose of timely disclosure
in the Annual Report and Accounts 2024. To align the periods, ICG calculated the footprint by utilising actual
data across the determined GHG emissions sources for the calendar year (1 January – 31 December 2023).
The January – March 2023 data was then used as a proxy for the January – March 2024 period. This method
was conducted in line with previous ICG GHG emissions calculations and therefore provides comparability
between years.
The exception to this rule was the old USA office. This office was closed on 31 January 2023. However all
energy consumption for this office was attributed to the prior reporting period rather than using proxy data.
There are instances where some serviced offices are unable to obtain data for the period requested. In this
situation, we obtain data for the closest possible period which acts as a proxy for the year. This is evident
in one small office where the landlord only releases service charge data one year in arrears.
The main change in the site list for the current reporting period is only one site being operational in the US,
where for the prior reporting period there were two. A smaller amendment for the current reporting period
is the removal of the Amsterdam office from the site list, due to the site now falling under the threshold of five
employees.
Scope 1 and Scope 2 emissions, waste generated in operations, and fuel and energy
related activities
For all sites we used actual data from periodic utility bills, and secondary data provided by landlords for service
charge costs that were split by floor space rented. In periods where we were unable to obtain actual data
covering the whole year, we utilised an extrapolation method which calculated the average daily use from actual
data and extrapolated it to replace missing data to ensure a full 365 days of readings. This approach was used
for gas heating (when present), electricity, water and waste (when available) and Scope 3 Fuel-related energy
activities. Serviced offices unable to obtain waste and water data from landlords were not included in this
statement and are insignificant to the footprint.
F-Gas use is based on air-conditioning units only. However, for our global offices where this often falls under
the operational control of the landlord, it can be hard to obtain this information. Due to the sporadic nature of
top ups to air conditioning units, and the minimal effect that top-ups will have on the carbon footprint of our
small offices, unless we receive the data from the landlord, this is assumed to be zero. For the larger offices,
we make a concerted effort to obtain this information and in the case of the UK, we have control over the
maintenance of these units and can obtain this information.
Renewable energy certificates are provided by energy suppliers in differing quality of presentation. This
often depends on the maturity of the renewable energy market in the specific country. ICG seeks the form of
Guarantee of origin/REGO certificates or power purchase agreements from the local supplier or renewable
energy tariffs. ICG requests 100% renewable energy tariffs from its suppliers if available, however where the
supplied certificate does not state this explicitly, it is assumed that this is the case for the market-based GHG
emissions. In some cases energy is not procured by ICG but the landlord/property agent, and therefore ICG has
less control over the electricity purchased.
Changes from the previous inventory
District heating related GHG emissions were added to the Scope 2 purchased heat category. This was not
previously known until the reporting period. Landlords have provided this extra level of information this year.
There are two facilities with district heating. Emissions are calculated based on the supplier emissions factors.
Where the supplier emissions factors are not available (due to the landlord purchasing the energy, the DEFRA
factors have been used because the offices that use district heating are small, and the consumption is a minor
element of the carbon footprint.
During the move to the new US office in the prior reporting period, the energy consumption and sources were
not known. Taking a conservative approach, it was assumed that gas is consumed and the calculation in the prior
reporting period was done on this basis. However, through further engagement in the current reporting period,
it was confirmed that no gas is used on-site. This led to a minor reduction of approximately 25 tC02e from the
GHG emissions statement.
Business Travel
Business travel data is split into five groups – air, rail, taxis, car rental, and hotels. At ICG, air, rail, car rental
and hotel bookings (but not taxis) are booked through the company’s central business travel booking agent
providers who provide ICG with all necessary data as an output (individual trips, distance travelled, days rented,
stays in hotels, and hotel locations) for calculating emissions. During this reporting period, the booking systems
have become the primary platform for booking air, rail, car rental, and hotels at ICG. The booking system
provides data on distances and origins, as opposed to only the amount spent on the travel. This has meant a
higher proportion of GHG emissions calculations using distance and location based emissions factors in line
with the requirements of the GHG protocol Corporate Value Chain (Scope 3) Standard. Note that taxis continue
to be measured through expense claims.
Air Travel
Data such as the flight origin and destination, distance travelled, and class of travel were provided by the
booking agent via the travel booking systems.
ICG sourced the relevant emissions factors from the UK Government, DEFRA (a UK government department
responsible for environmental protection) – GHG Conversion Factors for Company Reporting – Business
travel – Air 2023. Flights were organised by haul length (domestic, short, long and international), along with the
relevant class of travel. As per DEFRA guidance, short-haul emissions factors were used for flights from the UK
to other countries that had a distance of less than 3,700km. Long haul emissions factors were used for flights
from the UK to other countries which had a distance greater than 3,700km. For travel between other countries
the international flights DEFRA factors were used. The class of travel was also used to associate the correct
emissions factor. If DEFRA did not hold a seat class specific factor (for example, there is no class of travel factor
for Domestic UK flights), then the average flight factor was used for the haul length.
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Basis of preparation for GHG emissions statement
There were limitations on data quality from one of the central booking systems. The booking system output
cannot differentiate which flights were upgraded and which flights were exchanged for new flights or
had amended dates (but kept the same travel class). Therefore, an assumption was made, on the advice
of the provider, that cabin class upgrades would cost £500 or more; any entries labelled as ‘upgrade/
exchange/reissue'’were then filtered based on this assumption and manually checked by the provider so
that the correct cabin classes could be assigned. There were also limitations regarding the classification of
‘miscellaneous'’costs from the data provider which could not be associated with additional travel beyond the
current list of flights. These ‘miscellaneous'’data points were excluded from the inventory as the provider stated
that they were not related to travel but were additional costs associated with prior bookings.
Rail Travel
Data utilised from booking providers included travel origin and destination, and distance travelled. In previous
GHG emissions statements, GHG emissions for rail travel was calculated by converting $ spend on rail travel
into CO2 equivalent using a general inland travel emission factor. As the centralised booking system became
the primary platform for booking trains in 2022 for rail travel in the USA, a more accurate distance-based carbon
emissions factor was used instead of the spend-based approach. For USA-specific rail travel the EPA emissions
factors for the Amtrak Intercity rail – National average Northeast corridor were used. This was the case because
the ICG office is located in New York and rail travel is focused within this region. For EU-related travel, the
NTM for EU average rail emissions factors were used instead of spend based factors as European staff also
have migrated to the central booking platform. The NTM emissions factor is more accurate than using spend
factors or DEFRA factor international rail travel as it is focused on EU travel and electricity grids, while it also
incorporates well to wheel emissions. For rail travel in the UK, Eurostar rail travel, and any rail travel between
UK and EU, the UK government DEFRA emissions factors were used. Where distance travelled data was not
available we estimated the distance travelled by the amount spent using an average of the data points that
had both spend and related distance travelled. For cases where there was an error in the recording of origin/
destination locations, an attempt was made to manually assign locations and distances to the entry; where this
wasn’t possible the UK rail factor was used as it is higher than the European rail factor and overestimation is
preferred to underestimation.
Hotel Stays
GHG emissions from hotel stays are included in the business travel activities. The travel bookings agent
provided booking data that consisted of the country of the hotel, the number of nights stayed and the number
of rooms used. DEFRA sourced factors for hotel stays in specific countries were aligned with the country data.
For countries that did not have a DEFRA sourced emissions factor, we sourced an emissions factor from The
Hotel Footprinting tool (https://www.hotelfootprints.org/), using the four star hotel option. All countries of
hotel stay for year ended 31 March 2024 are covered by this approach. In a small number of cases a hotel name/
address was not provided, but a country of hotel was. This country was assumed to be correct and allocated a
country factor as per above. While no circumstances occurred where we could not allocate a country, a default
factor would be used which consisted of an average calculation of all factors used from the year.
Taxi Travel
Travel by taxi was calculated differently to other business travel due to the limited availability of data. For taxi use
we were unable to collect information on the distance travelled, origin to destination or type of vehicle data to
estimate the emissions. Taxi travel is claimed by staff through the expenses system as well as occasionally being
registered as a procurement spend. Therefore, the total spend on taxi travel from countries around the world
was used as the basis for calculation. This spend on taxi travel was converted to GBP using YTD average FX
rates for 31 December 2023, then converted to CO2e using the exiobase spend base carbon emissions factor
for land-based travel.
Car Rental
The data available for car rental was limited and is being included in the inventory for the first time this reporting
period. There was no way to know the distance travelled in each rental car as it was only known how many
days they were rented for. To estimate distance travelled, an assumption was applied, from an average figure
provided in a report from the Transport Research Laboratory, stating that rental vehicles are driven for at least
50 miles a day. A DEFRA emissions factor, for average vehicles with unknown fuel type, was then applied to this
distance to estimate emissions from rental cars. For one office where days rented was not available the fuel
consumption method was used to calculate emissions from car rental.
Purchased Goods and Services
The baseline for GHG emissions stemming from purchased goods and services has shifted since the prior
reporting period. In the current reporting period GHG emissions were calculated using mostly a spend-based
approach, while, for a small number of large spend suppliers we have for the first time integrated actual
corporate level data. The addition of actual data has been conducted in line with the recommendations from
the GHG Protocol Scope 3 Corporate value-chain guidance. For 11 large suppliers, ICG sourced total Scope
1, Scope 2 (market-based) and Scope 3 (category 1 to 7 emissions only if available) GHG emissions from the
relevant disclosures of these suppliers (public sources). If market-based data was not available, then location
based data was used for Scope 2 GHG emissions. The reporting periods used were for the closest available
reporting 12-month periods to ICG’s, though sometimes these did not align perfectly. ICG then sourced the
total revenue of these companies in the same period and calculated an emissions per $ spend. Then using
the total value of the amount ICG spent with that supplier, ICG allocated a proportion of emissions to itself
from the supplier.
The remaining spend-related data (for all spend outside of the 11 large suppliers) was provided by the
ICG procurement team for the period 1 January – 31 December 2023. This includes spend on capital goods.
Purchased Good and Services emissions are calculated using identifiable vendors and their related industry.
We are excluding expenditure where we can not clearly identify the vendor’s industry or emissions for the
purposes of our Purchased Goods and Services calculation. This constitutes a very small part of the overall
population; approx. 1% of expenditure after removal of intercompany transactions. Therefore, GHG emissions
represent an estimate based on the industry in which the supplier operates. The ICG suppliers were categorised
based on the SICS industry classification on a best effort basis using the largest spend per individual supplier
and were then mapped against BEIS/DEFRA emissions factors which are based on the UK carbon footprint from
2020. Approximately 97% of supplier spend was categorised to a SIC code. However, the 3% of small spend
that was uncategorised was allocated an #office admin/ business support’ emissions factor in the absence
of further information because the majority of ICG suppliers are business support service providers.
203
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Basis of preparation for GHG emissions statement continued
Currency
Drawn
£m
Undrawn
£m
Total
£m
Interest rate
Maturity
ESG-linked RCF
GBP
—
550.0
550.0
SONIA +1.375%
January-26
Eurobond 2020
EUR
427.0
—
427.0
1.60%
February-27
ESG Linked Bond
EUR
427.0
—
427.0
2.50%
January-30
Total bonds
854.0
—
854.0
PP 2015 – Class C
USD
63.0
—
63.0
5.20%
May-25
PP 2015 – Class F
EUR
38.0
—
38.0
3.40%
May-25
Private Placement 2015
101.0
—
101.0
PP 2016 – Class B
USD
90.0
—
90.0
4.70%
September-24
PP 2016 – Class C
USD
43.0
—
43.0
5.00%
September-26
PP 2016 – Class E
EUR
19.0
—
19.0
3.00%
January-27
PP 2016 – Class F
EUR
26.0
—
26.0
2.70%
January-25
Private Placement 2016
178.0
—
178.0
PP 2019 – Class A
USD
99.0
—
99.0
4.80%
April-24
PP 2019 – Class B
USD
79.0
—
79.0
5.00%
March-26
PP 2019 – Class C
USD
99.0
—
99.0
5.40%
March-29
PP 2019 – Class D
EUR
38.0
—
38.0
2.00%
April-24
Private Placement 2019
315.0
—
315.0
Total Private Placements
594.0
—
594.0
Total
1,448.0
550.0
1,998.0
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Outstanding debt facilities
Event
Date
– Ex-dividend date
– 13 June 2024
– Record date
– 14 June 2024
– Last date for dividend reinvestment election
– 12 July 2024
– Last date and time for submitting Forms of Proxy
– 10.00am, 12 July 2024
– AGM and Trading statement
– 16 July 2024
– Payment of ordinary dividend
– 2 August 2024
– Half year results announcement
– 13 November 2024
Company Information
Stockbrokers
Numis Securities Limited
(trading as Deutsche Numis)
The London Stock Exchange Building
10 Paternoster Square
London
EC4M 7LT
Auditor
Ernst & Young LLP
25 Churchill Place
Canary Wharf
London
E14 5EY
Registrars
Computershare Investor Services PLC
PO Box 92
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
Registered office
Procession House
55 Ludgate Hill
London
EC4M 7JW
Company registration number
02234775
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Shareholder and Company information
Printed in the UK by Pureprint,
a Carbon Neutral company.
The paper used in this report is
Print Speed Offset, FSC® certified
paper from well managed forests
and other controlled sources.
Designed and produced by Gather
www.gather.london
Procession House,
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