Talent +
Technology
Man Group plc
Annual Report 2022
Strategic report
Man Group is
a technology-
empowered
active investment
management firm
Man Group plc |
Annual Report 2022 1
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Strategic report | Governance | Financial statements | Shareholder information
with
Contents
1,650+
employees
from
70+
countries
We trade in
800+
markets around the world
and offer
75+
alternative and long-only
investment strategies
to help our
650
institutional clients meet
their investment goals
Strategic report
At a glance
Chair’s statement
Our business model
Our market
Our strategy
Chief Executive Officer’s review
Key performance indicators
Chief Financial Officer’s review
Risk management
People and culture
Responsible business
TCFD
Non-financial information statement
Governance
Governance overview
Chair’s governance overview
Board of Directors and
Company Secretary
Senior Executive Committee
Board activities timeline
Stakeholder engagement
Board effectiveness
Board evaluation
Audit and Risk Committee report
Nomination Committee report
Directors’ Remuneration report
Directors’ report
Financial statements
Independent auditor’s report
Group income statement
Group statement of
comprehensive income
Group balance sheet
Group cash flow statement
Group statement of changes
in equity
Notes to the Group financial
statements
Five-year record
Alternative performance measures
Shareholder information
Shareholder information
Glossary
The Strategic report was approved by
the Board and signed on its behalf by:
Luke Ellis Chief Executive Officer
Man Group plc |
Annual Report 2022 2
At a glance
Our proposition is strong
Our purpose
Who we are
We are a technology-empowered active investment
management firm focused on delivering outperformance
for our clients and the millions of savers they represent.
What we do
We actively manage investments of $143.3 billion
in alternative and long-only strategies, run on a quantitative
and discretionary basis across liquid and private markets.
We drive long-term growth through our continued focus on:
Talent+ go to page 36
Technology+ go to page 8
Sustainability+ go to page 44
Our culture
We have an inclusive, meritocratic culture designed
to achieve excellence through collaboration and
differentiated thinking.
Our principles
Our business principles are designed to distil
and define our key priorities, focus and culture.
Performance
We focus on achieving superior
risk-adjusted performance.
Clients
Our clients are at the heart
of everything we do.
Differentiation
We seek to be differentiated
and original in our thinking.
Excellence
Good is not enough, we strive
to be excellent in all we do.
Responsibility
Our people do the right thing
and conduct business with the
highest standards of integrity.
Meritocracy
We succeed through talent,
commitment, diligence
and teamwork.
Man Group plc |
Annual Report 2022Strategic report 3
AUM by product category
AUM by strategy type
AUM by client type
$143.3bn
79%
100.0
87.5
75.0
62.5
50.0
37.5
25.0
12.5
0.0
21%
Alternative
Long-only
$95.0bn
$48.3bn
Institutional
Intermediaries
79%
21%
33%
Americas
43%
EMEA
24%
Asia Pacific
Absolute return
$46.0bn
Total return
$28.8bn
Multi-manager solutions
$20.2bn
Systematic long-only
$31.6bn
Discretionary long-only
$16.7bn
AUM by client domicile
Data as at 31 December 2022.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 4
Chair’s statement
Man Group plc |
Assets under management
$143.3bn
2021: $148.6bn
Statutory EPS (diluted)
45.8¢
+36%
2021: 33.8¢
Core EPS (diluted)1
48.7¢
+26%
2021: 38.7¢
Proposed dividend per share
15.7¢
+12%
2021: 14.0¢
Female representation on our Board
50%
2021: 50%
The Board remains justifiably
proud of the resilience,
dedication and commitment
shown by all our staff
throughout the year.
John Cryan | Chair
Annual Report 2022Strategic report 5
Our core strategic intent is to meet the needs of our clients
by creating or preserving value for the many millions of
individual savers and pensioners that they represent.
Overview of the year
In 2022, we managed our clients’ assets
in markets that were significantly impacted
by inflationary pressure for the first time in
decades. The onset of inflation triggered
significant shifts in policy. First, in most of
the major markets in which we operate,
central banks reacted strongly to the
emergence of price inflation by reversing
almost a decade of low, zero or even
negative policy rates through a series of
interest rate hikes. Initial hopes were that
price inflation would prove transitory, based
on the belief that it was being driven in large
part by supply chain bottlenecks caused by
the COVID-19 pandemic and by the Russian
government’s decision in February 2022
to wage war on Ukraine. During the course
of 2022, it became clear that price inflation,
particularly in the guise of energy and
food price increases, was creating upward
pressure on wages and that inflation had
become entrenched. The increase in policy
rates impacted the interest rate markets
and triggered the downward repricing of
all financial assets.
Another factor driving inflation has been a
significant surge in fiscal stimulus, especially
in the US. Over the past two years, the US
alone has announced stimulus measures
totalling roughly $9 trillion in aggregate. This
has, to some extent, counteracted central
bank policies seeking to dampen demand
in order to curb inflation. However, fiscal
and direct stimulus has had the impact
of buoying the real economies of the West,
whilst monetary tightening has roiled the
financial markets. The S&P 500 lost 20%
for the year, MSCI World fell 16%, while the
Barclays Global Aggregate Index lost 12%.
Against this backdrop of weak markets,
Man Group has nevertheless had another
successful year, even outpacing the strong
financial performance achieved in 2021.
When investing our clients’ assets, we
strive to achieve outperformance against
the benchmarks mutually agreed with
clients. When we succeed for our clients,
we succeed for our shareholders and
our staff.
1 Man Group’s alternative performance measures are
outlined on pages 175 to 179.
Man Group plc |
In 2022, the absolute value of client funds
was negatively impacted by negative beta
and currency translation when reporting
in USD. However, we were successful
in achieving significant outperformance
against benchmarks of $1.8 billion and
delivered 1.4% of relative investment
performance during the year. We
earn performance fees based on this
outperformance: core performance fees
were $779 million in the year, compared
with $569 million in 2021.
As a direct consequence of the relatively
strong performance of the assets we
manage, combined with net inflows of new
money in the year, all adjusted for market
beta and currency fluctuations, our assets
under management ended the year at
$143.3 billion, compared with $148.6 billion
at the beginning of the year, a 4% decline.
The volume of client assets we manage
is also a driver of our profits, as we charge
fees for management of clients’ funds
based on the value of those funds. Our
core net management fee revenue for 2022
was strong at $927 million, an increase of
6% over the commensurate amount for
2021. The increase was driven by higher
average assets under management and
some marginal positive impact from the
underlying mix, despite ongoing, market-
wide fee pressure.
Overall, profitability for the year under
review was significantly impacted by the
strong increase in performance fee profits
year-on-year. Statutory profit before tax
for the firm as a whole for 2022 rose by
26% compared to the prior year, growing
from a strong $590 million in 2021 to
$745 million this year.
In 2021, we made an adjustment to our
dividend and capital return policy, switching
to a more progressive dividend policy, which
is more prevalent in the London market. Our
target remains to be able to recommend
annual dividends that grow year-on-year.
This comes with the obvious proviso that we
would only recommend increasing dividends
if our performance and the capital position
of the Company warranted increases. Clearly
the strong performance in 2022 provides us
with the opportunity to meet our dividend
target. In line with our new policy, the
Board has recommended a final dividend
of 10.1¢ per share, which, when taken
together with the interim dividend already
distributed, amounts to a full-year dividend
of 15.7¢ per share. This compares with the
aggregate dividend for 2021 of 14.0¢ per
share, a 12% increase. The final dividend
recommendation is, as usual, subject to
approval by shareholders at the Annual
General Meeting to be held in May 2023.
In addition to our dividend distribution
policy, we review periodically our reserves
of retained earnings — those we have not
previously distributed to shareholders as
dividends or share buybacks or used for
acquisitions — to determine whether or not
they exceed the amounts we need to retain
to ensure the safe, prudential and flexible
management of the Company in all
reasonable circumstances. Where we
believe we have excess capital over and
above those needs, we seek to return
further value to shareholders beyond our
regular dividends.
Recently we have done this by way of
share repurchases. In December 2021,
we announced a programme of buybacks
totalling $250 million. Execution of the
programme completed in June 2022
at which time, we announced a further
$125 million of share repurchases. This
was completed in September 2022. In
December 2022, we announced a further
$125 million of repurchases, which is
nearing completion. The timing of share
buybacks is, of course, subject to future
prevailing market conditions, and cannot
be predicted with great accuracy.
Share repurchases, taken together with
the interim and proposed final dividend,
result in total returns to shareholders of
$444 million. This aggregate sum equates
to 14% of our market capitalisation as of
31 December 2022.
Our role as an asset manager
Our core strategic intent is to meet the
needs of our clients by creating or preserving
value for the many millions of individual
savers and pensioners that they represent.
We seek to outperform the markets through
active management of the funds under our
stewardship. To achieve this, we employ
experienced investment professionals and
highly skilled technologists, combining their
strengths to create strategies that we believe
can generate the desired outperformance.
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 6
Chair’s statement continued
The Board spends a significant amount
of time reviewing the performance of our
investment strategies. We monitor the
sourcing and development of business
partnerships with our major clients and we
ensure that management is focused on the
creation of customised solutions to meet
investor needs. Investment in our people
and our technology is also critical to our
continuing success.
We recognise that part of our fiduciary duty
to our clients is the responsible investment
of the funds we manage on their and their
own clients’ behalf. By ensuring the sound
stewardship of our investors’ capital we
seek not only to align with our clients’ values,
while also considering the expectations
of our shareholders, employees and the
communities we operate in.
We view Environmental, Social and
Governance (ESG) considerations as a
natural complement to traditional financial
analysis, resulting in a more comprehensive
assessment of a company’s long-term
prospects. We take a diversified approach
to Responsible Investment (RI) across our
business and recognises the importance of
responsible investing across all asset classes
and investment styles where applicable.
Each of our strategies aims to apply the
best practices of RI in the way that is most
relevant to their fields of research through
a variety of different methods. We offer our
investment managers proprietary tools to
monitor and manage ESG factors, as well
as maintaining a list of companies whose
securities are ineligible for inclusion in
our portfolios.
A significant proportion of our assets
under management fall under the category
of ESG-integrated funds, as determined
by the Global Sustainable Investment
Alliance. As of the end of 2022, ESG-
integrated assets under management
totalled $50.0 billion (2021: $55.2 billion),
representing 35% of our total assets under
management at the time. Further details
are contained in the Responsible business
section on page 46.
Finally, as a reflection of the growing
importance of ESG considerations for all
stakeholders, we have introduced explicit
ESG targets in the remuneration of executive
directors from 2022, further details can be
found on page 123.
Man Group plc |
Working from home
People and culture
Once again, I am encouraged by the
contribution our people have made to the
culture of our firm. Attracting, developing
and retaining talent is central to our
success. Our senior management and
the Board champion the development
of a diverse firm and an inclusive culture
that our people are proud to be associated
with. Man Group staff continue to contribute
ideas and feedback through various channels
that include the staff survey, our Board’s
employee engagement programme, a
designated mailbox, our HR and Talent
departments, line managers and our DE&I
and volunteering programmes.
Career growth and development has
been a focus for 2022, and we have been
successful in providing opportunities for our
staff to continue learning and developing.
Our programme was designed
to train our people across the firm to code in
Python. We can continue to say that Python
is our second most used language; 162
employees have completed the course,
with 117 employees ’graduating’ from Data
Science 101, a more advanced module.
Alongside this, 89% of our employees have
been supported through our various talent
initiatives, which include mentoring, coaching
and educational programmes. As your
Board, it is our duty to foster a culture of
development and education to ensure we
retain the very best talent and help them
reach their full potential.
Since the onset of the coronavirus pandemic
in early 2020, we have responded to the
various work-from-home government
directives in the numerous jurisdictions
in which we do business.
At times during the year, all bar a handful
of essential support staff dedicated to
maintenance of our premises have been
forced by government directives in some
of our locations to connect remotely to
the Company’s systems. We continue to
operate remote working seamlessly, with no
noticeable impact on the effectiveness of our
operations or on the strength of our controls.
The Board remains justifiably proud of
the resilience, dedication and commitment
shown by all our staff throughout the year.
In addition to responding to government
directives and guidance, we believe that
an element of remote working will remain
in operation long after the pandemic is over,
as it affords our people the opportunity to
rebalance their work, family and social time.
To that end, we have been operating both
work-from-home and hybrid home and office
working models. Under the tagline ‘Hub,
Club, Home and Roam’, we offer staff an
agile working environment, with a range of
options designed to ensure all our staff feel
safe and comfortable in our employment.
Management remains extremely attentive
to the needs of individuals and the specific
and unique challenges each member of
staff faces when working from their home
environment. The Board has been hugely
impressed by the thoughtful and caring
approach management has taken to the
physical, mental and emotional well-being
of each and every one at Man Group.
Annual Report 2022Strategic report 7
We will announce the appointment of a
new Remuneration Committee Chair in due
course who will take over from Anne on her
appointment as Board Chair.
Workforce engagement
When the Board takes important decisions,
it always gives specific consideration to how
those decisions might impact staff. We also
monitor feedback from staff on the choices
made. As part of this process, we engage
formally and directly with our employees
across the globe in specific fora. Dame Kate
Barker and Ceci Kurzman are the Board’s
designated representatives, and have led
this engagement. Ceci Kurzman will assume
sole responsibility upon Kate’s retirement in
April 2023.
More generally, we encourage all Board
members to engage with staff in formal
or informal settings.
The post-pandemic environment has
enabled us to revert to a more normal
combination of face-to-face gatherings
combined with video conferencing where
necessary or convenient. We held the
September meeting of the Board in Boston,
Massachusetts and the whole Board had
the opportunity to spend formal and informal
time with Boston-based employees and to
receive direct input. The feedback on this
sort of direct engagement was very strong.
Accordingly, we plan to hold the September
2023 Board meeting in New York City where
there will be a similar opportunity for local
staff and the Board to engage directly,
extensively and locally. The Board as a whole
has discussed and considered the general
feedback received to date from exercises
in employee engagement, and we continue
to assess what may be the most effective
means of incorporating the concerns of staff
more explicitly into Board decision-making.
On behalf of the Board, I would like to thank
all my colleagues for their dedication and
hard work, and all our shareholders for their
continuing support.
John Cryan
Chair
The Board also oversees management’s
alignment of our culture with the principles
we embrace as a firm; meritocracy being
one example. During 2022, 285 employees
moved into new roles or were promoted,
demonstrating the ability to align our people
with new opportunities. This is a topic senior
managers actively and frequently engage
on, taking part in succession planning,
staff mentoring or networking with staff
through sponsorship of one of the DE&I or
volunteering programmes. The broad range
of initiatives is a reflection of the culture we
have built at our firm.
Community
We are conscious of the impact our
organisation has on the broader community,
and we aim to give back and contribute
positively to those around us. We achieve
this primarily through our work with the
Man Charitable Trust in the UK and our
US-based Man Charitable Foundation,
to which Man Group donated a total of
c.$360,000 in 2022.
Our employees also continue to be
actively involved in charitable initiatives
and volunteering opportunities through
our ManKind Programme. ManKind gives
employees the opportunity to take two
days’ paid leave each year to volunteer with
a charity of their choice. In addition, this year
all staff were offered £500 each to donate
to a food bank or a charity focused on
homelessness or poverty, collectively
donating £652,620 to their local communities.
The firm continues its work to promote
diversity, equity and inclusion and this year
partnered with Breaking Barriers, a charity
offering support and training for refugees
in London to help them towards stable and
fulfilling employment. We joined ‘Fuse’, the
network of businesses that Breaking Barriers
runs, and our staff helped provide training
on interview skills for a group of refugees. We
look forward to building on this in the coming
years. We continued our longstanding focus
on promoting literacy and numeracy at a
grassroots level, working with schools and
universities to welcome several groups of
students to our London office throughout
2022 to provide an insight into a career
in finance.
You can read about how the Board
considers the interests of our stakeholders
when complying with the obligations of
section 171 of the Companies Act 2006
on pages 70, and 80 to 87.
Board changes
Dev Sanyal and Zoe Cruz stepped down
from our Board in May 2022. Dev had been
an outstanding director since he joined our
Board in 2013. His sage advice and strategic
insights were always invaluable sources of
guidance to Board and management alike.
I would like to thank him for his tremendous
contribution and wish him well. I would
similarly like to thank Zoe for her excellent
contribution to the Board, particularly her
insights on global financial markets and
strong US perspective. I wish her all the
best for the future.
Kate Barker has informed me that she
intends to retire from our Board in April 2023,
when she will have completed two full terms.
She brought to the Board invaluable insights
into monetary policy, the pension system
and public finances. She will be sorely
missed and I would like to wish her well.
In 2022, we were pleased to be able to
welcome two new non-executive directors
to Man Group. Jackie Hunt joined the
Board with effect from 28 February 2022.
Through her wealth of financial and executive
management experience in both the
investment management and insurance
sectors Jackie has already proven herself
a very strong addition to the Board.
I would also like formally to welcome Alberto
Musalem to the Board. Alberto brings deep
knowledge of the investment management
industry, combined with unique experience
of having spent a number of years working
for the Federal Reserve system in the US in
a range of capacities.
Finally, I am now already into my ninth year
of service on the Board and, in compliance
with best practice and to ensure your Chair
remains independent, I shall be stepping
down from the Board towards the end of
2023. It has been a privilege and a pleasure
to serve on the Board. I have always been
impressed by the capabilities, the skills, the
industriousness and the sheer intellect of the
people at Man Group. I feel confident that
the Company will continue to progress from
strength to strength for many, many years
to come.
I am delighted that upon my retirement
Anne Wade will succeed me as your Chair.
Anne joined the Board in the first half of
2020 and has since amply demonstrated
her ability to lead the Board. I wish her
all the very best in the role. Anne currently
chairs the Board’s Remuneration Committee.
As Chair of the Board, she will not be able
to continue to do so.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 8
Technology+
Innovation
Overview
Technology is part of our DNA and core to our strategy. We believe in its power to
spark innovation, create efficiencies and improve performance across all parts of
our business, from alpha generation and portfolio management to trade execution
and operations. Through early and continuous investment we have built a single,
advanced technology platform that enables us to operate and grow efficiently and
flexibly at speed and scale. Our open source and collaborative culture allows for the
sharing of ideas between the academic and investment communities, as well as for
the upskilling of our staff, and we empower our workforce to make processes more
efficient and innovative throughout the firm.
¬ For more information on technology, please visit:
www.man.com/technology
Man Group plc |
Annual Report 2022Strategic report Strategic report | Governance | Financial statements | Shareholder information
9
600+
quantitative researchers
and technologists
89%
of trades automated
750+
employees who code in Python
Spotlight
training
programme
Launched in 2021, is Man Group’s
pioneering technology programme designed
to supercharge the technical competency of
all staff through bespoke Python, data science,
quantitative statistics and project management
training. We believe in the transformative power
of technology across all teams, from human
resources and legal to portfolio management
and trading, and aim to upskill our workforce
to create a network of developers in each
business area to bring together functional,
departmental knowledge with the power of
technology and data. We have already seen
a demonstrable impact for the business,
with projects saving on average nine hours
of work per month, and clients seeing better
end results.
¬ For more information on , please visit:
www.man.com/develop
Man Group plc |
Annual Report 2022 10
Our business model
Generating alpha at scale
We are a global leader in liquid alternatives and solutions
with a proven track record of investment performance
across our strategies, and a differentiated business model.
Client focus
We serve millions of underlying savers and
retirees through the largest institutions and
intermediaries in the world via our relationship-
driven global sales effort.
Range of investment strategies
Bespoke solutions
We offer alternative and long-only strategies run
on a quantitative and discretionary basis across
liquid and private markets, where each
investment team has the autonomy to apply
their own approach.
We understand the unique needs of our clients
and create solutions tailored to meet their
individual risk, return and structuring
requirements.
Single operating platform
Our infrastructure creates operating efficiencies throughout the firm and provides scalable options for growth.
Talent+
Technology+
Sustainability+
We are fundamentally a people
business. Our talent and collaborative
culture are vital components to
ensure we deliver the best possible
outcomes for all our stakeholders.
We harness the power
of technology across our business,
from alpha generation to fund
accounting, and invest heavily
to remain cutting-edge.
We recognise the importance of
a responsible approach to investing
our clients’ assets and running our
company in a sustainable way
as we seek to grow.
¬ See page 36
¬ See page 8
¬ See page 44
Man Group plc |
Annual Report 2022Strategic report 11
Positioned for long-term growth
Delivering for all our stakeholders
Assets under management
We are positioned in segments of the asset management industry
that are forecast to grow at 5-6%1 over the cycle. Our global sales
team has relationships with many of the largest allocators around
the world and we are focused on building the most trusted long-
term partnerships, with a continual push to identify what is valuable
to each client, to attract net inflows and gain market share on a
consistent and sustainable basis. This, together with investment
performance across our alternative and long-only strategies,
drives growth in our assets under management.
Revenue
Management fee revenue is typically charged as a percentage
of assets under management or net asset value. The range
of investment strategies we offer means our management fee
revenue has relatively low exposure to equity beta. We remain
focused on diversifying this earnings stream further through our
innovation and research efforts.
Performance fee revenue, which is typically charged as a
percentage of investment performance above a benchmark return
or previous valuation ‘high-water mark’, aligns our objectives with
those of our clients. This is a meaningful, recurring earnings stream
that generates capital to invest in organic and inorganic growth
initiatives, or to return to shareholders.
Profit
We continuously invest in our talent and technology to maintain our
competitive advantage. Technology underpins every aspect of our
business, and we continue to add new capabilities. The strength
and flexibility of our platform supports a high degree of automation,
which drives efficiency and significant operating leverage across
the business. If we continue to maintain the cost discipline we have
in the past, this helps us grow profit faster than revenue.
Clients
Investment performance
1.4%
outperformance relative to peers
¬ See page 17
Servicing clients’ needs
$94.9bn
AUM customised for individual client needs
¬ See page 12
Employees
Employee engagement score
82%
Internal transfers
285
Shareholders
Shareholder returns
$1.9bn
¬ See page 38
¬ See page 39
Shareholder value
of dividends and buybacks in the last five years
¬ See page 23
Our profit converts to cash quickly, and we have a clear, disciplined
capital management framework. Our ordinary dividend policy is
progressive, taking into account the growth in the firm’s overall
earnings. We assess organic and inorganic investment opportunities
to support future growth on an ongoing basis and distribute any
capital surplus to our requirements to shareholders.
Dividends and share buybacks
$0.4bn
in relation to 2022
In May 2022, we hosted an Investor Day to provide an insight
to the key strengths of our business and why we believe we
are well-positioned for growth in the future. More information
is available at: www.man.com/investor-relations
1 See BCG’s Global Asset Management 2021 report ‘The $100 Trillion Machine’,
which denotes alternatives and solutions as higher growth segments of the asset
management industry.
Man Group plc |
Communities
Employees volunteered
2,800+
hours both remotely and
in-person during 2022
¬ See page 23
¬ See page 43
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 12
Our market
Market environment and industry trends
We believe we are well-positioned for continued growth
against the backdrop of the key trends affecting the asset
management industry.
Market
Macro environment
Industry
Evolving client requirements
Climate and ESG
Quant and technology
Description
Description
• Inflation and associated monetary policy responses dominated
headlines in 2022.
• The S&P 500 lost 20% in 2022 and similarly, the Barclays
Global Aggregate Bond index lost 12%. US 10-year
government bond yield opened the year at 1.6% and closed
at 3.9%.
• This combined sell-off across equities and bonds resulted in
a typical 60:40 equity and bond portfolio losing 17%, among
the worst years on record.
• Unprecedented and volatile market environments emphasise
the need for sophisticated risk management embedded within
the investment process.
• In such a strong period of market uncertainty, investors
are increasingly looking for product offerings that allow
them to customise based on risk appetite, ESG offering
and market exposure.
• Alternative assets, including solutions, are forecast to gain
a greater share of global revenue, with an estimated CAGR
of 8% compared to 3% for traditional assets3.
• Solutions offerings are gaining traction globally, with model
portfolios reaching $4.9 trillion in assets as of 2021, growing
by 18% on average over the previous five years4.
• Retail clients are also increasingly drawn to liquid alternatives.
Following strong performance, particularly from systematic
funds, liquid alternatives had among the strongest inflows
across all mutual fund and Exchange Traded Fund (ETF)
products in the US over the last 12 months5.
What this means for Man Group
What this means for Man Group
• The difficulties faced by traditional asset management markets
make a strong case for investing in alternatives where we are
a market leader1, with over 35 years of experience.
• Our 250+ sales professionals in 19 different regions globally
work with our clients to understand and help solve their most
complex problems.
• By trading a wide range of macro instruments, as well as
• We bring an allocator’s mindset and use investment
traditional asset classes, our strategies are able to generate
diversifying alpha in varied macro regimes.
• Many of our strategies have the potential to generate
alpha irrespective of the direction of prevailing market
trends, positioning us well to manage client capital through
turbulent periods.
• While our total return and long-only strategies were naturally
impacted by the sell-off in market beta, we were able to deliver
strong relative investment performance for our clients.
• Our returns in 2022 reinforce our belief that our diversified
trend-following strategies are particularly well placed to
perform through periods of high inflation2.
• We continue to invest in and maintain the highest standards
of risk management across our product range.
• Innovation and research are at the core of what we do, and
we are constantly working to generate new sources of alpha.
capabilities and portfolio management skills from across the
firm to create a powerful combined offering: Man Institutional
Solutions AUM has grown from $2.6 billion in 2017 to
$14.4 billion as at 31 December 2022.
• The tailored nature of our offering solves real client need,
deepening the partnership and longevity of the relationship.
The average redemption rate for Man Institutional mandates
over a five-year period is less than 10%.
• Our institutional resources and infrastructure can deal with
scale and complexity, delivering better outcomes for clients.
$94.9 billion of our total AUM relates to mandates with some
level of customisation for individual client needs.
• Despite our primary emphasis on the institutional space, we
have also seen considerable growth through wealth channels
helped in particular by the success of the American Beacon
AHL Managed Futures mutual fund in the US. American
Beacon AHL Managed Futures reached $3.7 billion in AUM
at December 2022.
1 Source: P&I, largest hedge fund managers in 2022.
4 Source: McKinsey & Company ‘The Great Reset: North American asset management in 2022’.
2 See ‘The Best Strategies for Inflationary Times’, available via the Man Institute.
5
Industry flow data per Morningstar as at December 2022.
3 Source: BCG ‘From Tailwinds to Turbulence: Global Asset Management 2022’ report.
6 Source: P&I, largest hedge fund managers in 2008 and 2022.
Man Group plc |
• Climate continues to be at the forefront of the ESG stage: in 2022,
• The hedge fund industry is increasingly dominated by technology.
we saw fresh challenges facing the energy transition, with concerns
80% of the AUM across the top ten largest hedge funds is in quant/
about rapidly rising energy prices and energy security following the
tech capable funds1.
Russian-Ukraine crisis.
• Across the long-only space, only tech-focused firms have sustained
• We saw multiple regulatory ESG developments across the globe,
their place at the top end of the industry over the past 15 years6.
from further developments in Europe relating to Sustainable
Finance Disclosure Regulation (SFDR) and the EU taxonomy
to the SEC’s proposal for new ESG disclosure rules.
• There has been continued focus on effective stewardship,
with increasing focus on the quality of ESG engagements.
• Financial markets offer thousands of assets, millions of instruments
and tens of thousands of datasets available over decades of history
from which investment decisions can be made.
• Having a platform that enables data collection, analysis and
innovative systematic alpha extraction, coupled with efficient
• In 2022 there was also greater scrutiny of ESG, with challenges
execution and post-trade operations, is a crucial competitive
to the tenets of ESG investing by different stakeholders and
advantage in the investment process today.
divergence in attitudes towards ESG across jurisdictions.
• We continue to invest significantly in our climate modelling
• Quant strategies make up c.$93 billion of our AUM, across
capabilities and now have dedicated data science resource to ESG
absolute return, total return and long-only strategies.
as well as 10 proprietary quant and machine learning climate tools.
• We continue to invest heavily in developing our proprietary
• In Q4 2022, we launched AHL TargetClimate, a systematic,
technology infrastructure and our trading and asset management
multi-asset climate fund classified as Article 9 under SFDR.
technology platform to ensure we remain cutting-edge.
• We have set interim 2030 emission reduction targets for our
• Our trading and technology platform is supported by over
investment portfolios under our commitment to Net Zero Asset
600 quants, engineers and technologists.
Managers initiative.
• Our technology drives better outcomes for clients and shareholders:
• We have strong frameworks and control functions to ensure
it allows us to process a huge volume of market data across
alignment with rapidly evolving regulatory environments. Further
asset classes, steadily add to the number of markets we trade
details on our ESG governance framework can be found on
and transfer investment and risk management techniques
page 47.
across geographies.
• We continue to build out our stewardship capabilities, and strongly
• Our research partnership with Oxford University has had
believe that an increased focus on active ownership will enable
an extensive impact on a range of our client investment
us to realise long-term sustainable value across our strategies and
programmes, including active risk overlays for systematic
for our clients. In 2022, the Financial Reporting Council (‘FRC’)
investment management, intelligent algorithms for trade
reconfirmed that Man Group remains a signatory to the UK
execution and order-routing, and sophisticated methods
Stewardship Code into 2023.
for monitoring transaction costs and market impact.
• We recognise that our clients may have different investment
• Our core technology lead is clear, supported by industry
priorities and we consider ESG factors that support their
investment objectives.
partnerships (e.g. HUB, our joint venture with other industry
leaders to build a cloud-based operating platform aimed at
transforming asset managers’ operations technology) and
our active contributions to the open source community.
Annual Report 2022Strategic report 13
Macro environment
Evolving client requirements
Climate and ESG
Quant and technology
• Inflation and associated monetary policy responses dominated
• In such a strong period of market uncertainty, investors
• Climate continues to be at the forefront of the ESG stage: in 2022,
• The hedge fund industry is increasingly dominated by technology.
we saw fresh challenges facing the energy transition, with concerns
about rapidly rising energy prices and energy security following the
Russian-Ukraine crisis.
• We saw multiple regulatory ESG developments across the globe,
from further developments in Europe relating to Sustainable
Finance Disclosure Regulation (SFDR) and the EU taxonomy
to the SEC’s proposal for new ESG disclosure rules.
• There has been continued focus on effective stewardship,
with increasing focus on the quality of ESG engagements.
• In 2022 there was also greater scrutiny of ESG, with challenges
to the tenets of ESG investing by different stakeholders and
divergence in attitudes towards ESG across jurisdictions.
80% of the AUM across the top ten largest hedge funds is in quant/
tech capable funds1.
• Across the long-only space, only tech-focused firms have sustained
their place at the top end of the industry over the past 15 years6.
• Financial markets offer thousands of assets, millions of instruments
and tens of thousands of datasets available over decades of history
from which investment decisions can be made.
• Having a platform that enables data collection, analysis and
innovative systematic alpha extraction, coupled with efficient
execution and post-trade operations, is a crucial competitive
advantage in the investment process today.
• We continue to invest significantly in our climate modelling
• Quant strategies make up c.$93 billion of our AUM, across
capabilities and now have dedicated data science resource to ESG
as well as 10 proprietary quant and machine learning climate tools.
• In Q4 2022, we launched AHL TargetClimate, a systematic,
multi-asset climate fund classified as Article 9 under SFDR.
absolute return, total return and long-only strategies.
• We continue to invest heavily in developing our proprietary
technology infrastructure and our trading and asset management
technology platform to ensure we remain cutting-edge.
• We have set interim 2030 emission reduction targets for our
• Our trading and technology platform is supported by over
investment portfolios under our commitment to Net Zero Asset
Managers initiative.
600 quants, engineers and technologists.
• Our technology drives better outcomes for clients and shareholders:
• We have strong frameworks and control functions to ensure
alignment with rapidly evolving regulatory environments. Further
details on our ESG governance framework can be found on
page 47.
it allows us to process a huge volume of market data across
asset classes, steadily add to the number of markets we trade
and transfer investment and risk management techniques
across geographies.
• We continue to build out our stewardship capabilities, and strongly
believe that an increased focus on active ownership will enable
us to realise long-term sustainable value across our strategies and
for our clients. In 2022, the Financial Reporting Council (‘FRC’)
reconfirmed that Man Group remains a signatory to the UK
Stewardship Code into 2023.
• Our research partnership with Oxford University has had
an extensive impact on a range of our client investment
programmes, including active risk overlays for systematic
investment management, intelligent algorithms for trade
execution and order-routing, and sophisticated methods
for monitoring transaction costs and market impact.
• We recognise that our clients may have different investment
priorities and we consider ESG factors that support their
investment objectives.
• Our core technology lead is clear, supported by industry
partnerships (e.g. HUB, our joint venture with other industry
leaders to build a cloud-based operating platform aimed at
transforming asset managers’ operations technology) and
our active contributions to the open source community.
Man Group plc |
Market
Description
Industry
Description
headlines in 2022.
• The S&P 500 lost 20% in 2022 and similarly, the Barclays
Global Aggregate Bond index lost 12%. US 10-year
are increasingly looking for product offerings that allow
them to customise based on risk appetite, ESG offering
and market exposure.
government bond yield opened the year at 1.6% and closed
• Alternative assets, including solutions, are forecast to gain
at 3.9%.
• This combined sell-off across equities and bonds resulted in
a greater share of global revenue, with an estimated CAGR
of 8% compared to 3% for traditional assets3.
a typical 60:40 equity and bond portfolio losing 17%, among
• Solutions offerings are gaining traction globally, with model
the worst years on record.
• Unprecedented and volatile market environments emphasise
portfolios reaching $4.9 trillion in assets as of 2021, growing
by 18% on average over the previous five years4.
the need for sophisticated risk management embedded within
• Retail clients are also increasingly drawn to liquid alternatives.
the investment process.
Following strong performance, particularly from systematic
funds, liquid alternatives had among the strongest inflows
across all mutual fund and Exchange Traded Fund (ETF)
products in the US over the last 12 months5.
What this means for Man Group
What this means for Man Group
• The difficulties faced by traditional asset management markets
• Our 250+ sales professionals in 19 different regions globally
make a strong case for investing in alternatives where we are
work with our clients to understand and help solve their most
a market leader1, with over 35 years of experience.
complex problems.
• By trading a wide range of macro instruments, as well as
• We bring an allocator’s mindset and use investment
traditional asset classes, our strategies are able to generate
capabilities and portfolio management skills from across the
diversifying alpha in varied macro regimes.
• Many of our strategies have the potential to generate
alpha irrespective of the direction of prevailing market
firm to create a powerful combined offering: Man Institutional
Solutions AUM has grown from $2.6 billion in 2017 to
$14.4 billion as at 31 December 2022.
trends, positioning us well to manage client capital through
• The tailored nature of our offering solves real client need,
turbulent periods.
• While our total return and long-only strategies were naturally
impacted by the sell-off in market beta, we were able to deliver
deepening the partnership and longevity of the relationship.
The average redemption rate for Man Institutional mandates
over a five-year period is less than 10%.
strong relative investment performance for our clients.
• Our institutional resources and infrastructure can deal with
• Our returns in 2022 reinforce our belief that our diversified
trend-following strategies are particularly well placed to
perform through periods of high inflation2.
• We continue to invest in and maintain the highest standards
of risk management across our product range.
• Innovation and research are at the core of what we do, and
we are constantly working to generate new sources of alpha.
scale and complexity, delivering better outcomes for clients.
$94.9 billion of our total AUM relates to mandates with some
level of customisation for individual client needs.
• Despite our primary emphasis on the institutional space, we
have also seen considerable growth through wealth channels
helped in particular by the success of the American Beacon
AHL Managed Futures mutual fund in the US. American
Beacon AHL Managed Futures reached $3.7 billion in AUM
at December 2022.
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 14
Our strategy
Driving sustainable growth
We leverage our 35+ years of experience investing
in liquid alternatives to deliver scalable alpha and
customised solutions for our clients.
Four main strategic pillars drive value for our firm.
Innovative
investment strategies
Strong
client relationships
Efficient and
effective operations
Combining our exceptional talent and
market-leading technology to generate
superior investment returns for our clients.
Building long-term partnerships with clients,
through one point of contact, to understand
their needs and offer solutions to meet their
risk and return requirements.
Harnessing technology to power investment
performance and infrastructure, provide
scalable options for growth and create
operating efficiencies throughout the firm.
Link to our key performance indicators
1
2
3
4
2
3
4
3
4
Through constant innovation, we find new
sources of alpha, maintain our relevance
with clients, diversify our revenue sources
and drive organic growth.
We aim to identify what is valuable to
our clients to attract net inflows and
gain market share in a consistent and
sustainable way.
Through cost discipline and the technology-
embedded operating leverage inherent in
our business, we can grow profits faster
than revenue.
How we performed in 2022
• Overall asset-weighted relative investment
• Net inflows in 2022 of $3.1 billion,
outperformance of 1.4%.
outperforming the industry by 5.3%.
• Strong performance from absolute return
and multi-manager strategies, delivering
$2.8 billion and $0.8 billion, respectively.
• Exceptionally strong outperformance
from long-only strategies in volatile
markets, which delivered 3.9% alpha.
• Active risk overlays in AHL TargetRisk
helped mitigate sharp sell-offs in periods
of volatility, contributing c.6% to returns.
• Generated core performance fees1 of
$779 million, a very strong outcome and
our highest since 2008.
• Continued to build our discretionary
investment capabilities, hiring 20
portfolio managers.
• Onboarded 180 new datasets in 2022,
identifying alpha sources in 50.
• Seeded new strategies across our
business during the year, leaving our
seeding book at $688 million as at
31 December 2022.
• Continued engagement with clients
despite market volatility, resulting in
$41.1 billion of subscriptions during
the year, our second-best year in over
a decade.
• Returned much-needed capital to our UK
defined benefit pension scheme clients
at very short notice during the LDI crisis.
More details can be found on page 18.
• Reinforced longstanding client
relationships: 52% of AUM from clients
invested in four or more products.
• Continued to see clients investing across
our platform: our top 50 clients invest in an
average of four products.
• Focused on building new relationships:
18 new clients invested $50 million or
more with us.
• Hosted our annual Man Alternative
Investing Symposium in Oxford,
and introduced events in Milan
and Amsterdam.
• Invested roughly $120 million into
our investment management and
core technology capabilities, which will
further support our ability to serve our
clients globally.
• Reached a major milestone on the
four-year rewrite of ArcticDB, the bedrock
of our data science platform. The platform,
rewritten in C++, is designed to process
large ‘industrial-sized’ datasets.
• Executed and processed c.20 million
trades across 800+ markets during 2022.
• Trained 215 employees in Python and
data science skills in the year through five
internally developed courses in order to
technically upskill our people and create
efficiencies across the business.
• Moved into a new office space in New
York, designed to support our agile
working model.
• Continued to foster a diverse and inclusive
culture across the business through the
Drive programme.
Objectives for 2023
• Generate value through expansion
• Broaden and deepen existing client
• Continue to invest in technology and
of our discretionary and quantitative
investment offerings.
• Encourage greater collaboration across
the business to develop cross-content
solutions and our multi-strategy offering
for clients.
• Continue to develop ESG strategies
to meet client demand.
Man Group plc |
relationships and continue to develop
relationships with key target clients
and institutions.
• Attract and develop talent across sales
regions to support future growth.
talent to build our competitive advantage.
• Maintain focus on cost and carbon
footprint to run the firm efficiently
and sustainably.
• Continue our efforts to make our firm and
the wider industry truly representative of
the populations we serve.
Returns
to shareholders
Generating excess capital either to
reinvest in our business to create
long-term value or return to shareholders.
1
2
3
4
Profitable growth allows us to continue
to invest in the business and return
capital in excess of our requirements
to shareholders.
• Proposed full year 2022 dividend
of 15.7¢, 12% higher than full year
2021 dividend of 14.0¢, in line with
our progressive dividend policy.
• 20+ seed investments
to generate long-term growth.
• Continued to review potential
acquisition opportunities during
the year.
• Completed the $250 million share
buyback announced in December 2021
and the $125 million share buyback
announced in June 2022.
• Announced a further $125 million
share buyback programme in
December 2022.
• Strong, liquid balance sheet with
$983 million of net financial assets1.
• Assess capital returns alongside
any organic deployment or potential
acquisition opportunities.
• Maintain focus on balance
sheet efficiency.
Annual Report 2022Strategic report 15
Link to KPIs
Our strategic pillars are linked to our
financial KPIs, as set out below. Further
details of how we have performed against
these KPIs can be found on page 20.
1 Relative investment performance
2 Relative net flows
3 Core EPS (diluted)
4 Core management fee EPS (diluted) growth
To read more
¬ For more information on how risks relate to our strategy go to page 28.
Innovative
Strong
investment strategies
client relationships
Efficient and
effective operations
Combining our exceptional talent and
Building long-term partnerships with clients,
Harnessing technology to power investment
market-leading technology to generate
through one point of contact, to understand
performance and infrastructure, provide
superior investment returns for our clients.
their needs and offer solutions to meet their
scalable options for growth and create
risk and return requirements.
operating efficiencies throughout the firm.
Link to our key performance indicators
Returns
to shareholders
Generating excess capital either to
reinvest in our business to create
long-term value or return to shareholders.
Our climate strategy
At Man Group, we are committed to reducing our impact on the environment. As stewards
of capital and long-term investors, we seek to manage financially material climate-related
risks and opportunities through our own investment decisions, as well as through our
influence on investee companies, in line with the values of our clients.
How we address climate-related risks and opportunities
1
2
3
4
2
3
4
3
4
Through constant innovation, we find new
We aim to identify what is valuable to
Through cost discipline and the technology-
sources of alpha, maintain our relevance
our clients to attract net inflows and
embedded operating leverage inherent in
with clients, diversify our revenue sources
gain market share in a consistent and
our business, we can grow profits faster
and drive organic growth.
sustainable way.
than revenue.
1
2
3
4
Profitable growth allows us to continue
to invest in the business and return
capital in excess of our requirements
to shareholders.
1. Broaden our range of climate-focused investment strategies.
2. Apply a rigorous, data-driven process to ESG integration.
3. Focus on our stewardship efforts to drive meaningful, positive outcomes.
4. Contribute to industry-wide initiatives and thought leadership.
5. Manage our corporate operations in a sustainable way.
How we performed in 2022
• Overall asset-weighted relative investment
• Net inflows in 2022 of $3.1 billion,
outperformance of 1.4%.
outperforming the industry by 5.3%.
• Invested roughly $120 million into
our investment management and
• Strong performance from absolute return
• Continued engagement with clients
and multi-manager strategies, delivering
$2.8 billion and $0.8 billion, respectively.
despite market volatility, resulting in
$41.1 billion of subscriptions during
core technology capabilities, which will
further support our ability to serve our
clients globally.
the year, our second-best year in over
• Reached a major milestone on the
• Exceptionally strong outperformance
from long-only strategies in volatile
a decade.
markets, which delivered 3.9% alpha.
• Returned much-needed capital to our UK
four-year rewrite of ArcticDB, the bedrock
of our data science platform. The platform,
rewritten in C++, is designed to process
large ‘industrial-sized’ datasets.
defined benefit pension scheme clients
at very short notice during the LDI crisis.
• Active risk overlays in AHL TargetRisk
helped mitigate sharp sell-offs in periods
of volatility, contributing c.6% to returns.
• Generated core performance fees1 of
$779 million, a very strong outcome and
our highest since 2008.
• Continued to build our discretionary
investment capabilities, hiring 20
portfolio managers.
• Onboarded 180 new datasets in 2022,
identifying alpha sources in 50.
• Seeded new strategies across our
business during the year, leaving our
seeding book at $688 million as at
31 December 2022.
Objectives for 2023
More details can be found on page 18.
• Executed and processed c.20 million
• Reinforced longstanding client
trades across 800+ markets during 2022.
relationships: 52% of AUM from clients
• Trained 215 employees in Python and
invested in four or more products.
• Continued to see clients investing across
our platform: our top 50 clients invest in an
average of four products.
• Focused on building new relationships:
18 new clients invested $50 million or
more with us.
• Hosted our annual Man Alternative
Investing Symposium in Oxford,
and introduced events in Milan
and Amsterdam.
data science skills in the year through five
internally developed courses in order to
technically upskill our people and create
efficiencies across the business.
• Moved into a new office space in New
York, designed to support our agile
working model.
• Continued to foster a diverse and inclusive
culture across the business through the
Drive programme.
• Generate value through expansion
• Broaden and deepen existing client
• Continue to invest in technology and
of our discretionary and quantitative
relationships and continue to develop
talent to build our competitive advantage.
investment offerings.
• Encourage greater collaboration across
relationships with key target clients
and institutions.
• Maintain focus on cost and carbon
footprint to run the firm efficiently
the business to develop cross-content
• Attract and develop talent across sales
and sustainably.
solutions and our multi-strategy offering
regions to support future growth.
• Continue our efforts to make our firm and
the wider industry truly representative of
the populations we serve.
for clients.
• Continue to develop ESG strategies
to meet client demand.
• Proposed full year 2022 dividend
of 15.7¢, 12% higher than full year
2021 dividend of 14.0¢, in line with
our progressive dividend policy.
• 20+ seed investments
to generate long-term growth.
• Continued to review potential
acquisition opportunities during
the year.
• Completed the $250 million share
buyback announced in December 2021
and the $125 million share buyback
announced in June 2022.
• Announced a further $125 million
share buyback programme in
December 2022.
• Strong, liquid balance sheet with
$983 million of net financial assets1.
As our understanding of climate-related risks and opportunities evolves and we develop
a better understanding of the interdependencies among climate factors and their impact
on our business, we will continue to refine our strategy to build sustainable value for all
our stakeholders.
Highlights from 2022
• Launched AHL TargetClimate, an Article 9 systematic, multi-asset fund aligned with
the global transition to a low-carbon economy.
• Added to our ESG data capabilities by expanding our Responsible Investment
technology, as well as onboarding new ESG datasets.
• We strengthened our Proxy Voting Policy in two key areas: climate (including related
risk mitigation and disclosure), and diversity.
• We produced a number of proprietary research papers, including ‘Carbon Emissions:
Under the MicroScope3’, published in the Journal of Impact and ESG.
• We renewed our corporate carbon emissions targets for the next three years on our
path to net zero by 2030.
We set interim targets related to the carbon emissions of our assets under management,
in line with our commitment to investing aligned with net zero emissions by 2050.
ESG-integrated assets
under management2
$50.0bn
ESG-oriented funds3
32
¬ For our Responsible business and TCFD sections see pages 46 and 64.
1 Man Group’s alternative performance measures are outlined on pages 175 to 179.
2 ESG-integrated AUM is one of our non-financial KPIs, further details can be found on page 21.
3 ESG-oriented funds made up of 27 Article 8 funds and 5 Article 9 fund under SFDR.
• Assess capital returns alongside
any organic deployment or potential
acquisition opportunities.
• Maintain focus on balance
sheet efficiency.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 16
Chief Executive Officer’s review
Man Group plc |
Relative investment performance
+1.4%
2021: +1.9%
Relative net flows
+5.3%
2021: +9.8%
Statutory profit before tax
$745m
+26%
2021: $590m
Core profit before tax1
$779m
+18%
2021: $658m
Despite the large sell-off
in markets, our strategies
were able to deliver significant
alpha for our clients, clearly
demonstrating the value
liquid alternatives can add
to investment portfolios.
Luke Ellis | Chief Executive Officer
Annual Report 2022Strategic report 17
Our results highlight the continued demand for our products,
the benefit of the scale and diversification of the performance
fee earning strategies we offer and the quality of the business
we have built.
Overview 2
One clear, dominant force drove financial
markets in 2022: inflation. Following the
aftershocks of the pandemic and Russia’s
invasion of Ukraine in February, inflation
prints reached record highs across the
world, prompting aggressive monetary
policy tightening from central banks and
heightened concerns about economic
recession. This weighed significantly on
financial markets throughout the year; the
S&P 500 snapped a three-year winning
streak, registering its worst year since the
global financial crisis, with the technology
sector darlings of the past decade its
greatest casualty. Bond markets also
endured heavy selling: by the end of the
year, the US 10-year government bond yield
increased to 3.9% from 1.6%, the largest
annual increase in records dating back to
the 1960s. Together, this resulted in 2022
becoming one of the worst years on record
for a 60/40 portfolio.
This environment is the real test for active
investment management. I am very proud
and delighted by the exceptionally strong set
of results we delivered for 2022. One of our
key strengths as an active asset manager
is the breadth of investment capabilities
we offer, many of which aim to deliver
uncorrelated returns across a range of
market environments. Despite the large
sell-off in markets, our strategies were able
to deliver $2.9 billion of alpha for our clients
and liquidity when they needed it most,
clearly demonstrating the value liquid
alternatives can add to investment portfolios.
While our technology-empowered
active investment processes delivered
significant alpha for our clients, market beta
still left its mark and resulted in negative
absolute investment performance of
$4.3 billion overall.
Absolute investment performance across our
product categories was -1.5%. Our absolute
return strategies were up 8.7%, driven by
positive performance from AHL Alpha
(+11.0%) and AHL Dimension (+8.8%).
Our total return and long-only strategies
were naturally impacted significantly by
the big sell-off in market beta, with overall
investment performance of -8.4% and -7.6%,
respectively. AHL TargetRisk performance
(-16.7%) was an example of this, reflecting
its exposure to fixed income and equity
markets, which delivered negative returns
in tandem during the year for the first
time since the 1990s. AHL TargetRisk’s
proprietary risk overlays were active
throughout most of the year and helped
mitigate drawdowns during the sharpest
sell-offs, significantly reducing exposure
when inflation worries were at their peak,
contributing c.6% to returns.
Investment performance in our systematic
long-only strategies was also negatively
impacted by broad exposure to global
equities while performance in our discretionary
long-only strategies was more mixed, with
GLG Japan CoreAlpha Equity performing
strongly (+18.9%), while GLG Continental
European Growth suffered (-18.7%).
On an asset-weighted basis, relative
investment performance across the firm was
again strong at +1.4% during the year. Our
total return strategies also outperformed by
1.4%, with notably strong outperformance
from GLG EM Debt (+20.6%) and Man
Alternative Risk Premia (+7.1%), while our
long-only strategies delivered strong alpha
for clients (+3.9%), with notable
outperformance from GLG Japan
Core Alpha (+21.3%), GLG High Yield
Opportunities (+3.0%), and Numeric
Global Core (+2.6%).
We also made further progress on the client
front, building long-term relationships with
global asset allocators and distributors while
helping our existing clients navigate market
volatility, recording $3.1 billion of net inflows
during the year. This was offset by $8.4 billion
of combined negative impacts from investment
performance and FX and other movements
owing to a stronger US dollar. Our assets
under management (AUM) were $143.3 billion
as at 31 December 2022, a 4% decrease
versus 31 December 2021.
Core profit before tax increased to
$779 million, compared with $658 million
in 2021, reaching a 14-year high, driven by
growth in management fee earnings and
a strong performance fee outcome for
a second consecutive year. Consistent
growth in our performance fee eligible
AUM has increased the performance fee
potential of our business; even when we
deliver investment performance in line
with previous years, significantly higher
performance fee eligible AUM means we
have the ability to generate meaningful
performance fees more regularly. Core
management fee profit before tax was also
up 9%, reflecting continued net management
fee growth and cost discipline. Statutory
profit before tax was $745 million, compared
with $590 million in 2021.
Absolute and relative investment performance in 2022
Relative
Absolute
Absolute return
-2.4%
8.7%
Total return
1.4%
-8.4%
Multi-manager solutions
4.0%
2.2%
1 Man Group’s alternative performance measures are
outlined on pages 175 to 179.
2 Past performance is not indicative of future results.
Returns may increase or decrease as a result of currency
fluctuations. Performance figures are shown net of
representative management and performance fees.
Systematic long-only
2.1%
-10.6%
Discretionary long-only
6.9%
Group
1.4%
-2.2%
-1.5%
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 18
Chief Executive Officer’s review continued
Our results highlight the continued demand
for our products, the benefit of the scale
and diversification of the performance fee
earning strategies we offer, and the quality
of the business we have built. During the
year, we also made significant progress on
our key strategic objectives, which are core
to cementing our competitive advantage and
driving the long-term growth of our business.
Progress against strategic priorities
Strong client relationships
Client engagement was strong throughout
the year, with $41.1 billion of subscriptions,
our second-best year on record. This was
despite a pick-up in redemption requests
during the year as clients responded to
macroeconomic conditions or other issues in
their investment portfolios, all of which were
honoured in full and on time. Net inflows of
$3.1 billion during the year were 5.3% ahead
of the industry, highlighting the continued
demand for the differentiated range of
strategies and solutions we offer, our
judicious approach to risk management and
the quality of the long-term partnerships we
have built with investors across the globe.
Our clients have confidence in our ability
to manage and grow their assets, and to
provide access to liquidity when they need
it the most. At the end of December, 82%
of our AUM is from clients investing in two
products or more and 52% from clients
investing in four products or more, which has
grown from 71% and 48% respectively five
years ago. Our 50 largest clients are invested
in an average of four of our strategies. This
ability to provide bespoke solutions flexibly
and at scale also enabled us to add a
significant number of new relationships
with strategically important allocators during
the year, often via a dedicated investment
solution. These customised mandates
leverage our broad investment capabilities
to meet each client’s unique risk and return
requirements and are delivered via our
highly effective, technology-enabled
operating platform. While representing only
a part of the overall customised mandates
we offer, our Institutional Solutions business
has grown to $14.4 billion as at 31 December
2022, recording $2.6 billion of net inflows
during the year.
The much-discussed UK LDI episode was
a perfect manifestation of the role that liquid
alternative strategies can play in portfolios.
Approximately $3 billion or roughly 50%
of our assets from UK defined benefit
pension scheme clients were redeemed
between 23 September and 31 December,
primarily from absolute return and total
return strategies. After several years of
benign market environments, institutions
Man Group plc |
rediscovered the value of liquidity in
their portfolios and our ability to return
much-needed capital at very short notice
strengthened our longstanding relationships
with these clients. Importantly, the weighted
average investment performance of the
assets redeemed was c.12%. This was a
key driver of c.95% of these clients requesting
to redeem partially, leaving them the option
to reinvest with us easily in the future. As
schemes revisit their asset allocations, we are
seeing encouraging demand from our clients
looking to reallocate to liquid alternatives.
Innovative investment strategies
We consider innovation as key to generating
alpha, cementing our competitive advantage
and creating multiple dimensions for future
growth. It strengthens our business by
further diversifying our revenue streams,
providing development opportunities for our
people and, most importantly, maintaining
our relevance with clients.
Our culture of collaboration across the firm
allows us to bring the best out of our talent
working together. A good example of this
is the work we have done on Man 1783,
our multi-strategy offering, which gives
clients access to all of the systematic and
discretionary alpha content at Man Group.
We have invested a huge amount of time and
energy into product development this year;
we take a scientific approach and apply the
same level of rigour across all our investment
areas, whether it is quantitative analysis,
investing in affordable housing, or vetting
managers in our multi-manager business.
We also continued to grow our discretionary
offerings for clients in the year, launching
a series of new funds including European
High Yield Opportunities, Sustainable Credit
Opportunities and Dynamic Income. We
hired a Global Head of Capital Markets in
September, taking the opportunity of the lull
in new issue activity to build a strong team
that we feel can add significant value to a
range of investment strategies by maximising
our footprint in the IPO and secondaries
market as they come back.
At Man Group, we believe the asset
management industry has a role to
play in fighting climate change; it is
an important driver of growth and an
opportunity for our business. Innovation in
this area has also been a key focus for us
and in February 2022, we announced our
first (of what we think will be many) joint
venture to build around 1,000 net zero
energy build-to-rent properties across
various US metropolitan areas over the
next several years.
In November, we were delighted to launch
one of the first systematic multi-asset Article 9
strategies, which is a truly innovative product
for clients. We developed AHL TargetClimate
because we saw a real opportunity to bring
our risk management and quantitative expertise
to a space that has traditionally been the
domain of discretionary investors. Identifying
securities that are climate-aligned is a complex
and nuanced exercise. There is a lot of noise
that requires a data-driven approach to clean,
analyse and gain insights from the multiple data
sources available, something we have been
specialising in at Man Group for over 35 years.
Our seed capital programme continues
to be a key way for us to support product
launches and our pipeline of new ideas
remains very strong. During the year we
seeded new strategies across our business,
leaving our seeding book at $688 million
as at 31 December 2022, following
investments into new products
developed across the business.
A great further example of our commitment
to research and innovation is our partnership
with Oxford University, the Oxford-Man
Institute (OMI), and this year, we extended
our funding for a further five years, which
will take it to at least 20 years. The work
undertaken at the OMI has had an extensive
impact on a range of Man Group’s client
investment programmes, including active
risk overlays for systematic investment
management, intelligent algorithms for
trade execution and order-routing and
sophisticated methods for monitoring
transaction costs and market impact.
Efficient and effective operations
Due to our early and significant investment
in technology, we believe we have a huge
competitive advantage in an industry which,
like most others, is becoming ever more
technology-driven. Our technology
capabilities enable us to evolve and
adapt as markets and clients’ needs do.
We’re a global leader in quantitative investing
and we also use technology to support
discretionary investment teams. With 600+
quants and technologists across the firm,
our advanced investment technology
platform supports our investment teams
at every stage of their process, from alpha
generation and portfolio management to
trade execution and risk management.
However, technology isn’t just about making
better investment decisions for us; it powers
everything we do and is the foundation on
which the firm operates. For our clients, it
enables us to customise our offering flexibly,
efficiently and at scale, and in 2022 alone,
our teams successfully executed and
processed nearly 20 million trades.
Annual Report 2022Strategic report 19
Women in senior management
26%
at 31 December 2022
Man Institutional Solutions AUM
$14.4bn
at 31 December 2022
Net inflows
$28.1bn
over five years (2018 to 2022)
Quants and technologists
600+
at 31 December 2022
Over the last 10 years we have grown our
assets by more than 2.5 times but our
headcount in operations is actually lower;
this is real operational leverage and is
only possible with an industry-leading
technology platform. For our staff across
all departments, we offer data science
and Python training via our
programme, equipping them with the
skills to innovate and make processes
less time consuming. Most importantly,
for our shareholders, it delivers significant
operating leverage.
In 2022, we continued to invest heavily in our
technology capabilities. One of the highlights
of the year was reaching a major milestone
on the four-year rewrite of ArcticDB, the
bedrock of our data science platform.
Rewritten in C++, ArcticDB sits across the
bulk of our front-to-back-office systems, and
is designed to process large ‘industrial sized’
volumes of data, accessible by any user
across the business. We have a competitive
advantage that we believe is difficult to
replicate because of the complexity of the
research, the difficulty in execution and the
power of the platform.
Our platform also offers the ability to
onboard new teams and businesses
efficiently and M&A continues to be a key
part of our strategy. We reviewed a large
number of acquisition opportunities during
the year. While none met our full criteria in
2022, with price and culture often being the
Man Group plc |
main reason why we walk away, we think this
capability will prove valuable to shareholders
in the longer term, as it has in the past.
People and culture
We are fundamentally a people business.
To best serve our clients and shareholders,
one of our top priorities is to attract
and retain the best people, creating an
environment in which they can achieve
their potential. We place great importance
on being an employer of choice and an
organisation where all our employees can
bring their authentic selves to work to learn,
develop and achieve excellence. We are
pleased to report that our 2022 staff survey
recorded an engagement score of 82%, up
from the previous year. We have continued
our investment in talent development to
maintain our competitive edge and our
dedicated Talent function provides career
development and performance support to
staff at all levels.
When I read summaries of the work that
is carried out within Man Group around
diversity, equity and inclusion (DE&I) I
feel an immense sense of pride in the team
I am fortunate to lead. The financial services
industry has not traditionally been renowned
for its focus on DE&I, but at Man Group
it is an integral part of our culture and is an
important part of what I believe makes us
stand out.
Paving the Way is our dedicated campaign to
help address the ‘pipeline’ issue, encouraging
a more diverse range of talent to apply for
positions at Man Group and the industry.
We are big believers in the benefits of
combining industry work and academia,
as well as the transformative power of
technology in finance. We are partnering
with the University of Warwick to deliver a new
Masters degree apprenticeship programme,
providing recent STEM graduates with
the opportunity to continue their further
education while transitioning into full-time
employment in a technology-oriented role.
This programme is a great opportunity to
attract a more diverse range of talent into our
firm, and we are excited to increase access
to tech careers for talented graduates from
a broader range of academic backgrounds.
We have signed the Social Mobility Pledge
alongside roughly 700 organisations globally,
pledging to promote a level playing field for
people from disadvantaged backgrounds.
Due to the initiatives led by our Social
Mobility workstream, we were ranked in the
top 75 of the Social Mobility Index in 2022
(up from 99 out of 203 in 2021) and were
also very pleased to be Highly Commended
for ‘Championing Social Mobility’ at the
FT Adviser Diversity Awards. We have also
become a founding partner of Progress
Together, the City of London initiative to
improve social mobility.
Fostering a working environment and culture
where all our employees feel that they belong
takes time. While there is a huge amount of
work still to be done to make our firm, and
the wider industry, truly representative of
the populations we serve, I want everyone
to know that we stand for an absolute and
unequivocal commitment to inclusiveness.
Delivering growth
2022 was another strong year of growth
for Man Group. Our intensely client-centric
approach coupled with excellent risk
management and our technology leadership
has allowed us to grow significantly during
a challenging period for our industry. This,
however, isn’t a one-year phenomenon.
Since the beginning of 2018, we have
seen $28.1 billion of net inflows from clients,
increased our core management fee profitability
by 63% to $290 million, grown our core
management fee EPS (diluted) by 96%, and
increased our performance fee eligible assets
under management by 28%. This has allowed
us to return $1.9 billion or 57% of our current
market capitalisation to shareholders over
the last five years, an average of 11% of our
market capitalisation in dividends and share
buybacks every year during that period.
Over the past few years, we have built
a business that is fundamentally resilient
and run for long-term growth and success.
It is during difficult market environments that
the merit of having such a resilient business
model shines through.
Outlook
The difficulties faced by traditional asset
management markets during 2022 make
a strong case for investing in alternatives,
where we are a market leader with over
35 years of experience. There are few
alternative asset managers with the
range of compelling solutions we offer, a
longstanding track record of investment
performance across a range of market
environments, excellent risk management
skills and a flexible operating platform
underpinned by cutting-edge technology.
I have great confidence in our ability to
continue to generate alpha at scale for
clients, irrespective of the direction of
prevailing market trends. This presents a
significant runway for growth in the future.
Luke Ellis
Chief Executive Officer
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 20
Key performance indicators
Measuring our success
Our financial KPIs illustrate and measure the
relationship between the investment experience
of our clients, our financial performance and
the creation of shareholder value over time.
Relative investment performance
R
Relative net flows
R
1.4%
1.9%
2022
2021
2020
(1.0)%
Why it matters
2022
2021
2020
5.3%
9.8%
4.6%
The asset-weighted performance of Man Group’s strategies in
comparison with peers gives an indication of the competitiveness
of our investment performance against similar strategies offered by
other investment managers.
Relative net flows are a measure of our ability to attract and retain
investor capital in comparison with our industry peers. Growth in the
assets we manage for clients drives our financial performance via our
ability to earn management and performance fees.
How we performed
We had asset-weighted relative investment outperformance of
1.4% in 2022, with outperformance across multi-manager, total
return and long-only strategies. For further discussion on investment
performance see page 17.
Relative net flows in 2022 were 5.3%, remaining positive despite
market volatility, indicating the strength of our global client
relationships and diverse product offering.
Core management fee EPS (diluted) growth1
Core EPS (diluted)1
R
2022
2021
2020
17%
52%
6%
Why it matters
2022
2021
2020
48.7¢
38.7¢
16.2¢
Core management fee EPS (diluted) growth in the year measures
the overall effectiveness of our business model and reflects the
value generation for shareholders from our earnings, excluding
performance fees.
Core EPS (diluted) is a measure of the earnings that drive our cash
flows. This metric includes core performance fee profits, which are
profits generated through outperformance for our clients and are
a key earnings stream for the business, as well as a significant
component of value creation for shareholders over time.
How we performed
Core management fee EPS (diluted) increased by 17% to 18.4¢.
Increased management fee profitability was supplemented by
$386 million of capital returned through our share repurchases
in the year, which reduced total share count.
Core EPS (diluted) of 48.7¢ for 2022 is an increase of 26% compared
with 2021, and a 10-year high, reflecting another period of very
strong performance fee generation and the operating leverage
inherent in our business model.
Man Group plc |
Annual Report 2022Strategic report 21
Link to strategy
R Executive Director Remuneration
Our non-financial KPIs reflect
our core values and demonstrate
our commitment to our people,
wider society and the environment.
Carbon footprint (tCO2e)
R
Employee engagement
2022
2021
2020
4,349
1,494
1,606
Why it matters
2022
2021
2020
82%
81%
83%
In order to monitor and decrease our carbon footprint, we measure
total market-based greenhouse gas emissions (tCO2e) using the
GHG-Protocol guidance for the Scope 1, Scope 2, Scope 3 travel
and Scope 3 upstream leased asset categories.
Each year, we conduct a staff survey to help us monitor and
understand employee engagement and identify any areas for action.
Alongside our engagement survey, we continue to provide various
mechanisms for staff to provide feedback.
How we performed
In 2022, total carbon emissions increased in comparison to 2021,
owing to a significant increase in business travel post-pandemic.
However, our 2022 total emissions were 18% below our baseline year
of 2019. Further information on how we seek to minimise our impact
on the environment can be found on pages 48 to 51.
Our 2022 staff survey recorded an engagement score of 82%,
with a response rate of 76% (a 2% decrease compared to 2021).
More information on how we implement their feedback and support
our staff can be found on page 38.
Women in senior management roles
R
ESG-integrated AUM ($bn)
R
2022
2021
2020
26%
27%
26%
Why it matters
2022
2021
2020
50.0
55.2
42.7
As part of our efforts to encourage greater diversity across the
investment management industry, we measure the number of women
in senior management positions at the firm. This is defined as those
who are, or report directly to, members of our Executive Committee.
Our goal is to meet the RI needs of our clients and this can be
measured by the amount of our AUM that is invested responsibly.
We calculate ESG-integrated AUM in line with the Global Sustainable
Investment Alliance definitions, which have emerged as the global
standard of classification. Further details on this metric can be found
on pages 54 and 55.
How we performed
In 2022, the number of women in senior management roles
decreased slightly to 26%, from 27%. We are committed to
working, both internally and externally with the industry, to increase
the number of women in senior management and we are confident
that we are on the right longer-term trajectory. Further information on
our initiatives to develop a diversified pool of talent can be found on
pages 40 and 41.
Man Group plc |
ESG-integrated assets under management have decreased to
$50.0 billion in 2022, largely because of market beta and currency
translation movements. In 2023, we will continue to aim to launch
new sustainable funds and strategies to support the diverse
investment objectives of our clients.
1 Details of the calculation of our alternative performance measures are provided
on pages 175 to 179.
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 22
Chief Financial Officer’s review
Core management fee EPS (diluted)
18.4¢
+17%
2021: 15.7¢
Core EPS (diluted)
48.7¢
+26%
2021: 38.7¢
Statutory EPS (diluted)
45.8¢
+36%
2021: 33.8¢
Capital returns to shareholders in 2022
$0.4bn
It has been another year
of excellent results for
Man Group. Our net
management fee revenue
continued to grow, and
we generated our strongest
performance fees since 2008,
leading to core profit exceeding
the previous 10-year peak
achieved in 2021.
Antoine Forterre | Chief Financial Officer
Man Group plc |
Annual Report 2022Strategic report $m
Core net management fee revenue
Core performance fees
Core (losses)/gains on investments
Core sub-lease rental and lease surrender income
Core net revenue
Asset servicing costs
Compensation costs
Core other costs
Net finance expense
Core profit before tax
Core management fee profit before tax
Core performance fee profit before tax
Core profit
Non-core items (before tax)
Statutory profit
Statutory EPS (diluted)
Core EPS (diluted)
Core management fee EPS (diluted)
Proposed dividend per share
23
Year ended
31 December
2022
927
779
(15)
5
1,696
(58)
(678)
(170)
(11)
779
Year ended
31 December
2021
877
569
27
13
1,486
(58)
(596)
(161)
(13)
658
290
489
647
(34)
608
45.8¢
48.7¢
18.4¢
15.7¢
266
392
557
(68)
487
33.8¢
38.7¢
15.7¢
14.0¢
systematic macro strategies, all our
investment engines contributed positively.
Core losses on investments of $15 million,
compared with gains of $27 million in 2021,
were predominantly due to mark-to-market
losses on our CLO risk retention assets.
Core costs were $906 million, up from
$815 million in 2021, driven by higher
performance fee-related variable compensation
and a return to more normalised levels of
expenditure on travel and entertainment
as COVID-19 restrictions eased.
Our sub-lease rental income in 2022 was
broadly in line with 2021 on a statutory basis,
as we continued to market the remaining
vacant space in our London office for
sub-let. In early 2023, we signed a sub-lease
with a new tenant for a substantial portion
of the vacant space. This will reduce future
depreciation, following the derecognition
of the associated portion of our right-of-use
lease asset, and occupancy costs which
are met by Man Group in the absence of
sub-tenants. In 2022, we also signed a lease
for new office premises in New York, with the
newly refitted space now fully operational.
Non-core items (excluding tax) decreased
from a net expense of $68 million in 2021 to
$34 million in 2022, primarily due to FX gains
of $22 million and some of our acquired
intangible assets becoming fully amortised
during the year.
We continue to deliver strong cash conversion
of our profits and have again increased our
returns to shareholders in 2022. Our total
proposed dividend for the year of 15.7¢ per
share represents an increase of 12% from
14.0¢ in 2021, reflecting the ongoing growth
in the business and our progressive dividend
policy. After completing the $250 million
share buyback announced in December 2021,
we announced a further $250 million of share
buybacks during 2022, of which $152 million
had been completed at 31 December 2022.
Together with an estimated $194 million
of dividends in relation to 2022, the total
announced returns to shareholders for 2022
is over $0.4 billion, and $1.9 billion over the
last five years.
Our balance sheet remains strong and liquid
and allows us to navigate periods of stress
while continuing to invest in the business
to support our long-term growth prospects.
Alongside the ongoing return of capital
to shareholders, we continue to allocate
capital to seed investments and invest
heavily in technology to ensure we remain
leaders in active investment management. We
had net tangible assets of $1,022 million at
31 December 2022 and net financial assets
of $983 million, including $349 million of
cash (excluding amounts held by consolidated
fund entities). We continue to be strongly
cash-generative, with core cash flows
from operations excluding working capital
movements of $810 million in the year.
Overview
It has been another year of excellent
results for Man Group, with statutory profit
increasing to $608 million from $487 million
in 2021. Our net management fee revenue
continued to grow, and we generated our
strongest performance fees since 2008,
leading to core profit exceeding the previous
10-year peak achieved in 2021. We have
continued to take a disciplined approach
to cost management while investing in the
areas which will drive our future success.
This cost discipline, along with the reduction
in the number of shares in issue as a result
of our share buyback programmes in the year,
has resulted in core diluted EPS growing
by 26% to reach a recent high of 48.7¢
in 2022. Statutory EPS on a diluted
basis increased from 33.8¢ to 45.8¢. In
spite of net inflows of $3.1 billion in the year,
negative absolute investment performance
and adverse FX and other movements
decreased closing AUM from a record
high of $148.6 billion at the end of 2021
to $143.3 billion at 31 December 2022,
although average AUM across the year
remained higher than during 2021. Net flows
and investment performance were mixed
across the various product categories, with
a decrease in long-only AUM of $8.7 billion
in the year partially offset by an increase in
alternative AUM of $3.4 billion.
Management and other fees increased
by 4% to $954 million for the year due
to the higher average AUM, which
also drove the 6% increase in core net
management fee revenue to $927 million.
The average net management fee margin
of 65 basis points for the year was one basis
point lower than in 2021 due to higher net
inflows into lower margin strategies. The
run rate net management fee margin at
31 December 2022 stood at 64 basis
points compared with 63 basis points at the
end of 2021. Run rate core net management
fee revenue was $917 million at the end of
the year, down from $939 million at the end
of 2021 as a result of the decrease in closing
AUM, movements in foreign exchange rates
and the impact of changes in product mix.
Core performance fee generation
was strong, with $779 million earned
in the year compared with $569 million
in 2021. Our asset-weighted relative
investment outperformance was 1.4%
across all categories, in comparison with
1.9% in 2021. We outperformed our peers
across multi-manager, total return and
long-only strategies. Although the majority
of performance fees were earned from
Core metrics
Core metrics are each alternative performance measures (APMs) and exclude the impact of fund consolidation, acquisition and disposal-
related items, significant non-recurring items and volatile or uncontrollable items, as well as profits or losses generated outside of our
investment management business. These core metrics reflect the way in which performance is monitored by the Board and present the
profits or losses which drive our cash flows and inform the way in which our variable compensation is assessed. Further details on our
APMs, including reconciliations between statutory measures and their core equivalents, are set out on pages 175 to 179.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 24
Chief Financial Officer’s review continued
Impact of foreign exchange rates
The portion of our AUM which is denominated in currencies other
than the US dollar was adversely impacted by the strengthening of
the US dollar against most currencies over the course of the year.
This reduced our reported AUM by $6.6 billion and had a knock-on
impact on our management fee revenue.
Assets under management (AUM)
However, the weakening of sterling against the US dollar in 2022 also
contributed to a partially offsetting decrease in core costs of around
$26 million compared with 2021.
$bn
Alternative
Long-only
Total
Absolute return
Total return
Multi-manager solutions
Total
Systematic
Discretionary
Total
31 December
2021
41.2
35.4
15.0
91.6
36.1
20.9
57.0
148.6
Net inflows/
(outflows)
1.4
(1.8)
3.8
3.4
1.2
(1.5)
(0.3)
3.1
Investment
performance
2.8
(2.4)
0.8
1.2
(4.6)
(0.9)
(5.5)
(4.3)
FX and other
0.6
(2.4)
0.6
(1.2)
(1.1)
(1.8)
(2.9)
(4.1)
31 December
2022
46.0
28.8
20.2
95.0
31.6
16.7
48.3
143.3
Change
$bn
4.8
(6.6)
5.2
3.4
(4.5)
(4.2)
(8.7)
(5.3)
%
12%
(19)%
35%
4%
(12)%
(20)%
(15)%
(4)%
Absolute return
The increase in absolute return AUM was driven by net inflows of
$1.4 billion, primarily into Man Institutional Solutions and American
Beacon AHL Managed Futures, partially offset by outflows from AHL
Alpha. Positive absolute performance of $2.8 billion was driven by a
number of strategies in the product category, in particular systematic
macro strategies.
Total return
Total return AUM decreased by $6.6 billion. Net outflows of
$1.8 billion were primarily from Alternative Risk Premia and AHL
TargetRisk. Negative absolute performance of $2.4 billion was
primarily due to losses in AHL TargetRisk reflecting its long-only
exposure to fixed income and equity markets. Negative FX and
other movements resulted in a further reduction of $2.4 billion.
Multi-manager solutions
The increase in multi-manager solutions AUM was primarily driven
by net inflows of $3.8 billion. Positive absolute performance of
$0.8 billion was driven by a number of strategies.
Systematic long-only
Net inflows of $1.2 billion and negative FX and other movements
of $1.1 billion were primarily from Numeric Global. Negative absolute
performance of $4.6 billion was driven by multiple strategies in the
product category, reflecting broad exposure to global equities.
Discretionary long-only
Discretionary long-only AUM decreased by $4.2 billion. Net outflows
of $1.5 billion were primarily from GLG Emerging Markets Debt and
GLG Continental Europe, partially offset by inflows into GLG High
Yield. Negative performance of $0.9 billion was driven by market beta
across multiple strategies and weaker performance in strategies with
a growth focus e.g. GLG Continental Europe. This was partially offset
by strong absolute performance in GLG Japan CoreAlpha.
Alternative AUM ($bn)
91.6
3.4
1.2
(1.2)
95.0
2021
Net inflows/
(outflows)
Investment
performance
FX and other
2022
Long-only AUM ($bn)
57.0
(0.3)
(5.5)
(2.9)
48.3
2021
Net inflows/
(outflows)
Investment
performance
FX and other
2022
Man Group plc |
Annual Report 2022Strategic report 25
Revenue
As a result of higher average AUM and strong performance fee generation, statutory net revenue increased by $241 million from $1,486 million
in 2021 to $1,727 million in 2022, whilst core net revenue increased from $1,486 million to $1,696 million for the same reasons.
Absolute return
Total return
Multi-manager solutions
Systematic long-only
Discretionary long-only
Total
Core net
management fees ($m)
Net management
fee margin (bps)
Run rate core net
management fees ($m)
Run rate net management
fee margin (bps)
Year ended
31 December
2022
515
201
34
75
102
927
Year ended
31 December
2021
451
198
30
82
116
877
Year ended
31 December
2022
112
63
20
25
57
65
Year ended
31 December
2021
119
62
22
27
58
66
Year ended
31 December
2022
526
177
38
77
99
917
Year ended
31 December
2021
474
220
36
89
121
939
Year ended
31 December
2022
114
61
19
24
59
64
Year ended
31 December
2021
115
62
24
25
58
63
Core management fee profit before tax ($m)
54
(4)
(26)
290
266
2021
Increased
revenues inc.
FX and variable
compensation
charges
Increases in
fixed costs
FX impact on
fixed costs
2022
Investment gains and losses
Core losses on investments of $15 million (2021: gains of
$27 million) primarily relate to losses on our CLO risk retention
assets. The seed book totalled $688 million at 31 December 2022,
up from $648 million in 2021, as we continue to deploy our capital
to support new strategies, grow the business, and increase returns
to shareholders. We had $138 million of additional seed investment
exposure via total return swaps at year end (2021: $108 million).
Sub-lease rental income
Sub-lease rental income was broadly flat year-on-year on a statutory
basis. Core sub-lease rental income decreased from $13 million
in 2021 to $5 million in 2022 as the residual portion of the lease
surrender gain arising on the early termination of the lease of our
principal sub-tenant in 2020 was recognised through non-core
items in 2021. The sub-lease we signed in early 2023 for a substantial
portion of the vacant space in our London office will reduce future
depreciation and occupancy costs, following the derecognition of
the associated portion of our right-of-use lease asset.
Management fees
Core net management fee revenue increased by 6% to $927 million
in 2022 (2021: $877 million), driven by higher average AUM. Net
management fee margin decreased from 66 basis points in 2021
to 65 basis points in 2022, driven by net inflows into lower margin
systematic long-only and multi-manager solutions categories. This
was partially offset by net inflows into Man Institutional Solutions,
which are typically higher margin, and an increase in average AUM
from positive investment performance in absolute return strategies.
The absolute return net management fee margin decreased by
7 basis points to 112 basis points, as a result of mix shift towards
lower margin Man Institutional Solutions mandates within the product
category. The total return net management fee margin increased
by one basis point to 63 basis points, driven by the increase in AHL
TargetRisk average AUM. The multi-manager net management fee
margin decreased to 20 basis points in 2022 from 22 basis points in
2021 as a result of the ongoing shift towards infrastructure solutions
from traditional fund of funds. The net management fee margin
of long-only strategies declined due to margin pressure and mix
effects in recent years, with systematic long-only margins decreasing
from 27 basis points to 25 basis points and discretionary long-only
margins decreasing from 58 basis points in 2021 to 57 basis points
in 2022.
Run rate core net management fee revenue was $917 million at
31 December 2022 (2021: $939 million). The decrease in the year
was largely as a result of the decrease in AUM in total return and
long-only strategies, which were negatively affected by market beta
and FX.
The run rate net management fee margin at 31 December 2022
was 64 basis points (2021: 63 basis points) as a result of the growth
in higher margin Man Institutional Solutions mandates towards the
end of the year, with movements in the run rate net management fee
margin for individual strategies broadly driven by the same factors as
those impacting the actual margins in the year.
Performance fees
Core performance fees for the year were $779 million (2021:
$569 million), including $761 million from alternative strategies
(2021: $533 million) and $18 million from long-only strategies
(2021: $36 million). We have strong performance fee optionality
and diversity, with $57.9 billion of performance-fee-eligible AUM
at 31 December 2022, a substantial portion being at high-water
mark, and a broad range of strategies having contributed to our
performance fee earnings in recent years. More than 50 of our
strategies are performance fee-eligible.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 26
Chief Financial Officer’s review continued
Costs
Asset servicing
Asset servicing costs vary depending on transaction volumes, the
number and mix of funds, and fund NAVs. Asset servicing costs were
$58 million (2021: $58 million), which equates to around 5 (2021: 6)
basis points of average AUM excluding systematic long-only and
Man GPM strategies.
Compensation costs
Total compensation costs were $678 million for the year, up by 14%
from $596 million in 2021, as a result of higher revenues increasing the
associated variable compensation, partially offset by the impact of the
strengthening of the US dollar against sterling. Our compensation ratio
is generally between 40% and 50% of core net revenue, depending on
the mix and level of revenue. We expect to be at the higher end of the
range in years when performance fees are low or driven predominantly
by discretionary strategies. Conversely, we expect to be at the lower
end of the range when performance fees are high or driven by
systematic strategies. The overall compensation ratio of 40% remained
in line with 2021, reflecting the strong performance fee revenue earned
in 2022, primarily from systematic macro strategies.
Other costs
Core other costs increased to $170 million in 2022 from $161 million
in 2021, partly as a result of the return to more normalised levels of
expenditure on travel and entertainment as COVID-19 restrictions
lifted. This was partially offset by sterling weakening against the
US dollar, as the majority of our cost base is denominated in sterling.
Tax
The majority of our profits are earned in the UK, with significant
profits also arising in the US, where our cash tax rate is effectively nil
as a result of available deferred tax assets, and in Switzerland, which
has a lower rate than the UK. A higher weighting of profits in the UK,
where the applicable statutory tax rate is 19%, drove an increase in
the statutory effective tax rate from 17% in 2021 to 18% in 2022. Tax
on statutory profit for the year was $137 million (2021: $103 million).
This increase in the UK profits weighting also led to an increase in the
core tax rate from 15% in 2021 to 17% in 2022.
Core earnings per share (diluted) (¢)
30.3
23.0
15.7
18.4
1.7
11.0
11.3
9.7
5.9
10.3
2018
2019
2020
2021
2022
Core management fee EPS (diluted)
Performance fee EPS (diluted)
In the US, we have accumulated tax losses and tax deductible
goodwill and intangibles of $82 million (2021: $85 million) which
can be offset against future US profits, thereby reducing taxable
profits. We have recognised $64 million of the available $82 million
US deferred tax assets at 31 December 2022 (2021: $74 million
and $85 million respectively) as some state and city tax losses are
expected to expire before utilisation. The US core tax rate will remain
at nil until cash taxes are payable in the US, with movements in the
deferred tax asset classified as a non-core item. We currently expect
these assets to be fully consumed by 2024.
The principal factors influencing our future underlying tax rate are
the mix of profits by tax jurisdiction, the rate of consumption of US
deferred tax assets and changes to applicable statutory tax rates,
in particular an increase in the UK rate from April 2023. The global
minimum tax rate anticipated to come into effect in 2024 is not
expected to have a significant impact on our future tax charges.
Profit
Statutory profit increased from $487 million in 2021 to $608 million
in 2022, with core profit increasing from $557 million to $647 million
over the same period. This increase in profitability, together with
a decrease in share count as a result of the $386 million of shares
repurchased during the year, led to an increase in statutory EPS
(diluted) from 33.8¢ in 2021 to 45.8¢ in 2022 (38.7¢ and 48.7¢
respectively on a core basis).
Cash earnings
Due to our strong conversion of profits into cash, we believe that
core profit is a good measure of our cash flow generation, although
the timing of cash conversion is impacted by the cyclical movements
in our working capital position and the size of our seed book. Core
cash flows from operations excluding working capital movements
were $810 million for the year.
As at 31 December 2022, our cash balance, excluding
amounts held by consolidated fund entities, was $349 million.
The $500 million committed revolving credit facility, which matures
in 2026, was undrawn.
$m
Opening available cash and cash equivalents
Core cash flows from operations excluding
working capital movements
Working capital movements
(excluding seeding)
Working capital movements – seeding
Dividends paid
Share repurchases (including costs)
Investment in associate (HUB)
Other movements
Closing available cash and
cash equivalents
Year ended
31 December
2022
323
Year ended
31 December
2021
289
810
(65)
(52)
(179)
(386)
–
(102)
349
700
(45)
(173)
(160)
(180)
(19)
(89)
323
Man Group plc |
Annual Report 2022Strategic report 27
Balance sheet
We have a strong and liquid balance sheet. Fees and other
receivables have increased largely as a result of the higher level of
performance fees earned in December compared with the prior year.
Payables have similarly increased due to an increase in related
compensation accruals. The increase in investments in funds is
driven by an increase in our seed portfolio, as outlined below.
$m
Available cash and cash equivalents
Seeding investments portfolio
Payables under repo arrangements
Net financial assets
Other tangible assets and liabilities
Net tangible assets
Goodwill and intangibles
Shareholders’ equity
31 December
2022
349
688
(54)
983
39
1,022
677
1,699
31 December
2021
323
648
(64)
907
21
928
723
1,651
Seed investments
We use our balance sheet to invest in new products, aiming to
redeem as client AUM grows in the funds. At 31 December 2022, our
seed investments were $688 million, an increase from $648 million at
31 December 2021. This is due to targeted deployment of capital to
invest in new strategies and grow the business to ultimately generate
future returns to shareholders. In addition, we held $138 million
of total return swap exposure at 31 December 2022 (2021:
$108 million), allowing us to increase our seed portfolio without
utilising large portions of our cash balances.
Our 2022 proposed total dividend of 15.7¢ per share represents an
increase of 12% on 2021. Our business is highly cash-generative, and
these cash flows support our progressive dividend policy, under which
dividends are expected to grow over time. We actively manage our
capital to maximise value to shareholders by either investing that
capital to improve shareholder returns in the future or by returning it
through higher dividends or share buybacks. We ensure we maintain
a prudent balance sheet at all times by taking into account capital
requirements before investing capital, considering potential strategic
opportunities or returning it to shareholders. Over the past five years,
we have returned $0.9 billion to shareholders through dividends and
announced $1.0 billion of share buybacks. Our weighted average
share count has decreased by 18% to 1,288 million over that period.
Our $500 million revolving credit facility, which matures in 2026,
provides additional liquidity and was undrawn at 31 December 2022.
We have maintained prudent capital and available liquidity throughout
the year and have deployed our capital to support investment
management operations and new investment products, utilising
the revolving credit facility when appropriate. We monitor our
capital requirements through continuous review of our regulatory
and economic capital, including regular reporting to the Risk and
Finance Committee and the Board.
The Board is proposing a final dividend for 2022 of 10.1¢ per share,
which together with the interim dividend of 5.6¢ per share equates
to a total dividend for the year of 15.7¢ per share. The proposed final
dividend of around $125 million is adequately covered by our available
liquidity and capital resources. Key dates relating to the proposed final
dividend are provided in the Shareholder information section.
Capital management and shareholder returns
Planning for the impacts of climate change
Shareholder returns
1,579
1,510
1,454
2000
1500
1000
200
100
147
100
153
182
500
0
1,402
350
1,288
250
194
194
2018
2019
2020
2021
2022
Dividends ($m)
Buybacks ($m)
Weighted average basic number
of shares (millions)
Our balance sheet and liquidity position remains robust, allowing us
to invest in the business, support our long-term growth prospects
and maximise shareholder value. It also enables us to withstand
periods of stress. We continue to return capital that we consider to
be in excess of our medium-term requirements to our shareholders.
In 2022, we completed the $250 million share repurchase announced
in December 2021 and the subsequent $125 million repurchase
announced in June 2022. In December 2022, we announced our
intention to repurchase a further $125 million of shares of which
$27 million had been repurchased at 31 December 2022.
Man Group plc |
Whilst climate change has not significantly impacted our financial
performance and position to date, consideration of the potential
future impacts of climate change on our business is embedded in
our financial planning and reporting processes. Under our strategy,
we seek to minimise the carbon emissions of our office premises,
reduce inter-office travel or use lower-carbon modes of transport
where possible, and proactively plan for our ambitions in the future.
As part of our ongoing commitment to reduce our carbon footprint
and to reach net zero by 2030, we introduced carbon emissions
targets into our directors’ long-term incentive plans from 2022, as set
out in the Directors’ Remuneration report. We have also embedded
targets to reduce our Scope 3 carbon emissions from business travel
into our annual budgeting process for 2023. Further detail on our
carbon emissions targets can be found on page 48.
The directors have also considered potential climate-related
impacts on the Group financial statements, and do not expect them
to be material in the short to medium term. In particular, in performing
their assessment the directors have considered the impact of climate
change on our going concern and viability, the cash flow forecasts
used in the impairment assessments of our non-current assets,
and the assumptions relating to future life expectancies used in
the valuation of the net pension asset. We continue to monitor
the potential longer-term impacts of climate change risks on the
judgements and estimates used in the preparation of the Group
financial statements.
Antoine Forterre
Chief Financial Officer
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 28
Risk management
A robust and integrated approach
Risk management is unified and embedded into both the management
of funds on behalf of our investors and the management of Man Group’s
business on behalf of our shareholders.
The Board has ultimate responsibility for
risk governance and management. However,
our risk management framework embeds
day-to-day accountability throughout the
business to ensure that we operate within
acceptable risk tolerances, as defined by the
Board’s risk appetite, with our governance
structure and three lines of defence providing
a foundation for continuous oversight. In
addition, independent fund boards are
responsible for protecting the interests
of fund investors.
The Risk Governance framework
Man Group’s risk management framework
and internal control systems aim to
safeguard assets, maintain proper
accounting records and provide assurance
that the financial information used in the
business and published externally is robust
and reliable. The framework is designed to
manage key risks but cannot eliminate the
risk of failure to achieve business objectives
and can only provide reasonable assurance
against material misstatement or loss.
Whilst the Board retains overall responsibility
for Man Group’s risk management and
internal control systems, it has delegated
oversight to the Audit and Risk Committee
and the Senior Executive Committee, as
summarised in the diagram below.
The risk management framework and
internal control systems, which have been
in place throughout 2022 and up until the
date of this report, comply with the FRC’s
Guidance on Risk Management, Internal
Control and Related Financial and Business
Reporting. In addition, the Board has
conducted a specific annual review of
their effectiveness. This included a robust
assessment of Man Group’s principal
and emerging risks, significant operational
risk events, Internal Audit findings and an
assessment of any risks identified by the
business or ARCom. Following this review,
the Board concluded that Man Group’s risk
management processes were effective and
that there were no significant weaknesses
or failings in the system of internal controls.
Risk appetite
The governance framework and control
environment within Man Group have
been designed to manage corporate and
investment management risks in accordance
with a risk appetite set by the Board. The
risk appetite statements express the Board’s
appetite to each principal risk, promote a
risk-aware culture and set out objectives
and boundaries for Man Group’s business.
The primary goal of risk management is to
support the achievement of Man Group’s
objectives by encouraging an appropriate
balance between risk and benefit, in a
controlled and regulatory compliant context.
The Board and ARCom receive regular
reporting on Man Group’s risk profile and
adherence with risk appetite. During the
year, the Board reviewed and approved
the annual refresh of Man Group’s Risk
Governance and Appetite Framework.
There were no material changes to the risk
tolerances of the business, however the
qualitative risk appetite statements were
updated to recognise potential harm to
clients, markets or firm, in line with the FCA’s
Investment Firms Prudential Regime (IFPR).
Summary risk appetite statements are
available on our website.
The three lines of defence
The overall risk management framework at
Man Group is based on the three lines of
defence model which is overseen by the
ARCom. The framework instils the principles
of direct responsibility for risk management
in each business unit with independent
functions monitoring and challenging them.
A description of each line is provided at the
bottom of the diagram below.
The Board sets Man Group’s appetite for risk and ensures that risk management measures and internal controls are appropriate and effective. In doing so,
it delegates to certain committees which provide assurance to the Board that risk has been managed according to the risk appetite statements.
Board of Man Group plc
Audit and Risk Committee (ARCom)
The ARCom is a committee of the Board that has oversight of financial reporting, risk management and the assurance functions
(see pages 92 to 99 for further detail).
Senior Executive Committee (Senior ExCo)
The Senior Executive Committee is accountable for all risks assumed in the business,
and is responsible for the execution of appropriate risk management discipline.
Risk and Finance Committees (RAF)
The committees oversee the operational and regulatory risks and the internal control environment. The committees also monitor
balance sheet financial risks and the adequacy of capital and liquidity buffers. There are three committees covering Global, UK/EEA and
Rest of World Man Group entities, and these are chaired by the CFO and the Global Head of Compliance and Business Operational Risk.
First Line of Defence:
Second Line of Defence:
Third Line of Defence:
External Audit
Embedded accountability with each
employee at the business level.
Monitoring and training by risk,
compliance, information security
and other control functions.
Independent review and oversight,
by Internal Audit, incorporating
best practices.
Man Group plc |
Annual Report 2022Strategic report 29
Developments in 2022
Investment underperformance remains
the biggest risk facing Man Group. Driven
by the sudden return of inflation and
geopolitical tensions in Eastern Europe
and Asia, markets in 2022 were challenging
with falls across both equity and bond
markets globally.
In that context, overall investment
performance in 2022 was strong. Many
of our trend-following quantitative strategies
performed well on an absolute basis in
the challenging markets of 2022, but
faced sudden trend reversals caused by
unexpected news or central bank actions.
Our long-only strategies carry a beta
to the falling markets, but the majority
outperformed their benchmarks. The
combined equity and bond market falls
led to poor absolute performance for
our TargetRisk product range however.
Core performance fees were up 37%
compared with 2021 and up 335%
compared with 2020. Assets under
management fell by $5.3 billion in 2022,
as described on page 24.
Net inflows and alternative fund performance
were offset by USD strengthening (on our
non-USD AUM) and market beta on our
long-only fund range.
Innovation and supporting the development
of new products is an important way to
increase and diversify future revenues.
We continue to utilise our balance sheet
to support the firm’s seeding programme
with 23 new investments in 2022 spanning
Man Group’s investment managers. The
core seeding book, net of benchmark
hedges, performed positively in 2022,
but we saw mark-to-market losses on our
CLO risk retention and real estate private
markets positions.
We continued to develop our ESG analytics
toolkit and products. Regulator fines in
2022 against financial services peers for
greenwashing highlights the importance of
us building out strong controls and having
appropriate and measured communications.
The UK/EEA sub-group is regulated on
a consolidated prudential basis by the
FCA. The first Internal Capital and Risk
Assessment (ICARA) submission under the
new Investment Firms Prudential Regime
will be as of 31 December 2022. The
ICARA brought a ‘harms’ focus into our risk
governance framework but there have not
been material changes to our universe of
identified risks or the associated capital and
liquidity requirements following the change.
In addition, an Internal Capital Adequacy
Assessment Process (ICAAP) for our Irish
subsidiary was prepared for the Central
Bank of Ireland.
We invested in a new operational
risk system, IBM OpenPages, which
successfully went live in September.
The first phase captures risks, controls,
events, issues, actions and risk-indicators.
The implementation streamlines workflows
and gives powerful reporting and analysis
capabilities to the first-line risk owners.
Work in 2023 will focus on operational
resilience, business continuity and third
party risk management.
Geopolitical tensions led to a heightened
cyber threat assessment across the industry.
We did not experience any material issues
but this continues to be an area of focus.
Focus: Investment Risk Management
The challenging markets of 2022 highlight
the need for a strong investment risk
management process. This is achieved
at Man Group in the following ways:
• as a firm, we continually invest to
stay at the cutting-edge in technology
and research and risk management is
no exception.
• risk management is embedded into
the business process within each
investment engine, and not just
an afterthought;
• our culture actively promotes openness
and collaboration and there is daily or
weekly dialogue between risk, portfolio
managers and management;
• many systematic funds have built in
diversification mechanisms and volatility
scaling which are designed to keep risk
levels (not exposure) stable as market
volatility changes; and
The lead up to the Russian invasion of
Ukraine in February 2022 illustrates this:
In the second half of 2021, the investment
risk team ran stress scenarios relating to
the potential conflict. In December, the
lead discretionary portfolio manager for
our emerging market debt funds made the
decision to cut their Russian positions due
to the geopolitical risks. The trend-following
programmes also reacted to worsening
market moves by cutting Russian positions.
Focus: the UK Gilts and Liability Driven Investment (LDI) Crisis
The September mini-budget led to rapid
increases and volatility in long-dated UK
interest rates and was only calmed following
a prompt intervention by the Bank of
England. Many UK defined benefit pension
schemes use LDI to balance interest rate
and inflation liabilities. The sharp market
moves combined with implied leverage
within LDI strategies meant they had
insufficient cash to meet margin calls,
leading to urgent demands for liquidity
from the schemes.
Man Group’s pension scheme was able to
cover the liquidity demands without mishap
through cash holdings and the redemptions
of approximately one quarter of its
return-seeking funds, the majority of which
had daily or weekly redemption terms.
Once markets had stabilised the liabilities
and assets supporting them were materially
reduced but the difference between the
two, the scheme’s funding position, was
marginally improved.
Several Man Group funds, predominantly
Diversified Risk Premia, are used by a
number of UK defined benefit schemes.
They delivered positive returns in 2022
but faced redemption requests to fulfil the
urgent liquidity demands of the schemes
due to their short redemption terms versus
other less liquid funds in the schemes.
Man Group plc |
As the expectation of an invasion grew
through January and February 2022
more evolved stress testing led to further
risk reductions in both discretionary and
systematic long-only funds. In the final
days leading up to the invasion, the Risk
Committee cut all Russian exposure linked
to benchmarks.
When the invasion was announced, and the
subsequent raft of international sanctions
were imposed, Man Group’s funds’
exposures and remaining number of
positions were immaterial.
We were able to manage the sale of the
underlying assets and return of cash to
the investor without any issues or material
transaction costs. Whilst redemptions
on the back of outperformance are
disappointing, we are pleased that we
could support our investors’ need for
liquidity when they needed it most. As
schemes look to rebalance their portfolios
with a more liquid redemption profile and
reduced leverage we are already seeing
re-subscriptions and expect this trend
to continue.
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 30
Risk management continued
Link to strategy
1 Innovative investment strategies
3 Efficient and effective operations
2 Strong client relationships
4 Returns to shareholders
Assessment of principal and
emerging risks
Given its wide range of investment products
and strategies, Man Group manages a
broad spectrum of business, credit, liquidity,
market, operational and reputational risks, to
both the firm and our funds. Climate change
risk aligns to many of these risks but is also
captured as a standalone principal risk.
Man Group takes investment risk on behalf
of its clients in order to deliver the level of
performance they expect. Failure to deliver,
over the long term, would result in investor
redemptions and lower management and
performance fees. Declining profitability,
in turn, reduces the ability to invest in
the people and technology that deliver
investment performance.
Therefore, business risks are the biggest
risks to Man Group and investment
underperformance is the single biggest
principal risk. The other principal risks
are necessary exposures which enable
us to deliver performance for our clients,
but we seek to manage and minimise
these wherever possible and at
proportionate expense.
Man Group’s risk profile has not changed
materially in 2022. However, our implementation
of IBM OpenPages led to some work on
risk taxonomy: reorganising our risks under
updated categories and sub-categories.
As a result, we include two additional
operational risk sub-headings such that
all our principal operational risks are being
reflected here.
Business risks
Market and operational risks linked to
COVID-19 have become less of a focus
over the course of the year, but some have
evolved into risks associated with agile
working. Man Group does not currently
have any integration risk.
The directors confirm that they have carried
out a robust assessment of the principal and
emerging risks facing Man Group, including
those that would threaten its business
model, future performance, solvency or
liquidity and reputation.
We describe and assess our principal
and emerging risks on pages 30 to 34
and explain how they are being managed or
mitigated. The climate change principal risk
is at the end so it links back to other principal
risks and leads on to the climate change risk
management and strategy.
1
2
3
4
Risk
Mitigants
Status and trend
Change
Investment
performance
Fund underperformance, on an absolute
basis, relative to a benchmark or relative
to peer groups, could reduce AUM
and may result in lower subscriptions
and higher redemptions. This risk
is heightened at times of disrupted
and volatile markets, which could be
triggered by geopolitical or climate
factors. This may also result in
dissatisfied clients, negative press
and reputational damage.
Lower AUM results in lower management
fees and underperformance results in
lower performance fees.
Man Group’s investment businesses
each have clearly defined investment
processes with integrated risk
management, designed to target and
deliver on the investment mandate of
each product. We focus on hiring and
retaining highly-skilled professionals
who are incentivised to deliver alpha
within the parameters of their mandate.
Man Group’s diversified range of
products and strategies limits the risk to
the business from underperformance of
any particular strategy or market.
Key person
risk
A key person to the business leaves
or is unable to perform their role.
Retention risk may increase in years of
poor performance and the expectation
of reduced compensation.
Business and investment processes
are designed to minimise the impact of
losing any key individuals. Diversification
of strategies and the emphasis on
technology and systematic strategies
reduce the overall risk to Man Group.
Succession plans and deferred
compensation schemes are in place
to support the retention of senior
investment professionals and
key management.
Overall performance in 2022 has been
strong given the challenging markets
and the geopolitical backdrop in 2022:
trend-following strategies performed
well on an absolute basis; long-only
strategies carried a beta to falling
markets, but generally outperformed
their benchmarks; and equity and
bond market falls led to poor absolute
performance for our TargetRisk product
range. In addition, USD strengthening
led to a fall in AUM for non-USD funds or
share classes.
Although we had net inflows, the LDI
crisis is an example of an unanticipated
redemption headwind faced in 2022.
A discussion of Man Group’s investment
performance is included on page 17.
Man Group has continued to be able
to attract and retain an array of talented
individuals across the firm.
We did not see any investor concerns
or material outflows as a result of
announced departures or changes
in management structure in 2022,
including the retirement of the Man
Group President and subsequent
Senior ExCo reorganisation.
Man Group plc |
Annual Report 2022Strategic report
31
Credit risks
Counterparty
1
2
3
4
Risk
Mitigants
Status and trend
Change
A counterparty with which the funds or
Man Group have financial transactions,
directly or indirectly, becomes distressed
or defaults.
Shareholders and investors in
Man Group funds and products are
exposed to credit risk of exchanges,
prime brokers, custodians, sub-
custodians, clearing houses and
depository banks.
Man Group and its funds diversify
exposures across a number of
the strongest available financial
counterparties, each of which is
approved and regularly reviewed and
challenged for creditworthiness by a
firm-wide counterparty committee.
The risk teams monitor credit metrics on
the approved counterparties daily. This
includes Credit Default Swap spreads
and credit ratings.
There were no concerns arising in
relation to our key counterparties in 2022.
We finalised our migration away from
a key prime broker linked to the collapse
of Archegos in 2021. Our counterparty
diversification model functioned
as intended and we succeeded in
moving material exposures to other
key-relationship counterparties in a
controlled manner.
Liquidity risks
Risk
Mitigants
Status and trend
1
3
4
Change
Corporate
and fund
Volatile markets and reduced market
liquidity can place additional, often
short-term, demands on the balance
sheet. Man Group is exposed to having
insufficient liquidity resources to meet
its obligations.
Adverse market moves and volatility
may sharply increase the demands
on the liquid resources in Man Group’s
funds. Market stress and increased
redemptions could result in the
deterioration of fund liquidity and in
the severest cases this could lead to
the gating of funds.
A $500 million revolving credit facility
provides Man Group with a robust
liquidity backstop. Liquidity forecasting
for Man Group and the UK/EEA
sub-group, including downside
cases, facilitates planning and
informs decision-making.
The investment risk team conducts
regular liquidity tests on Man Group’s
funds. We endeavour to manage
resources in such a way as to meet all
plausible demands for fund redemptions
according to contractual terms.
The balance sheet seeding programme
and three share buybacks in 2022 were
managed using the corporate liquidity
forecast tool.
The asset liquidity distribution across
funds remained broadly unchanged. Our
in-house liquidity analysis and reporting
toolkit continued to evolve.
The LME/Nickel short squeeze effectively
closed the market for much of March but
the impact on our funds was minimal.
The Gilt/LDI crisis led to material
redemption requests from our UK
defined benefit pension clients – these
were managed without any issues.
Market risks
Risk
Mitigants
Status and trend
1
3
4
Change
Investment
book
Man Group uses capital to seed new
funds to build our fund offering, expand
product distribution and generate returns
for shareholders. Man Group also holds
Collateralised Loan Obligation (CLO)
risk retention positions until the product
maturity, and is currently participating
in a US CLO Warehouse to facilitate a
product launch.
The firm is therefore exposed to a decline
in value of the investment book.
A disciplined framework ensures that
each request for seed capital is assessed
based on its risk and return on capital.
Approvals are granted by a Seed
Investment Committee (SIC), which
is comprised of senior management,
Group Risk and Treasury. Investments
are subject to risk limits, an exit strategy
and are hedged to a benchmark where
appropriate. The positions and hedges
are monitored regularly by Group Risk
and reviewed by the SIC.
The investment book grew over 2022
with 23 new seed positions. The pure
seeding book returns were positive, with
the benchmark hedges performing as
intended in the volatile markets. However,
these gains were offset by losses on the
CLO and private markets positions.
Repo and swap financing, used for some
of the CLO and seed positions to release
liquidity, became more costly with
the rate rises. However, there were no
problems encountered sourcing and
rolling financing.
Pension
Man Group underwrites the risks related
to the UK defined benefit pension plan
which closed to new members in 1999
and future accrual in 2011. The plan is
healthy but is exposed to changes in net
asset versus liability values.
The UK pension plan has a low net
exposure to UK interest rates and RPI
inflation though the use of LDI funds.
The return-seeking assets are low
volatility and have a low correlation to
directional equity markets. Longevity
is the largest remaining risk but is
uncorrelated to Man Group’s other risks.
In 2022 the scheme has increased
its surplus on both an accounting and
actuarial basis.
The scheme managed the UK Gilts
and LDI crisis in September/October
without serious mishap. However, it
was necessary to rapidly sell return-
seeking assets to fund the LDI
margin requirements.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 32
Risk management continued
Link to strategy
1 Innovative investment strategies
3 Efficient and effective operations
2 Strong client relationships
4 Returns to shareholders
Operational risks
Risk
Mitigants
Status and trend
1
3
4
Change
Internal
process
failure
Risk of losses or harm resulting from
inadequate or failed corporate or fund
processes within Man Group.
External
process
failure
Model and
Data Integrity
Information
and
cybercrime
security
Man Group continues to outsource
several functions as well as managing
outsourcing arrangements on behalf of
its funds. Risks arise through the supplier
life cycle from sourcing and selection, to
contracting and onboarding, to service
delivery and monitoring and finally, to exit
and offboarding. The most material risk
is that the outsourced service providers
do not perform as required, resulting in
knock-on implications for our business
and processes.
Man Group is a technology-empowered
active investment management firm
which continues to make use of
advanced quantitative trading strategies
that necessitate a robust approach
to data acquisition and consumption,
model implementation and execution.
Key risks include model/algorithm
failures or issues with data upon which
decisions are made.
Risk of losses or harm resulting from the
loss of information in electronic or hard
copy form held by Man and arising as a
result of sabotage, hacking, virus attack
or other malicious disruption causing
system failure.
Information
technology
and business
continuity
Risk of losses or harm incurred by
IT software and hardware failures
resulting in system downtime, severely
degraded performance or limited
system functionality.
Business continuity risks may arise from
incidents such as a denial of access to
a key site or a data centre outage, which
could lead to business disruption.
Man Group’s risk management
framework and internal control
systems are based on a three lines
of defence model.
Risks and controls are reassessed on
an ongoing basis and in the event of
material change, in order to determine
the adequacy of the control environment.
Man Group’s operations team has
implemented a robust methodology
(including ongoing third-party due
diligence and KPI monitoring) to confirm
that outsourced service providers are
delivering as required.
Man Group remains focused on
enhancing its systems and control
processes where required and ensuring
internal process failures are kept to
a minimum.
Man Group has not observed an
increase in material internal risk events
in 2022.
The firm’s outsourcing remains
intentionally concentrated with a small
group of carefully selected and proven
outsource providers with which it has
well established and embedded working
relationships. There has been no notable
increase or decrease in the number of
issues caused by, or experienced by,
our outsource providers during 2022
and there have been no material losses
or other impacts.
Man Group has embedded systems,
controls and operational change control
processes for models and data. Controls
are both preventative and detective to
minimise the potential consequences
from such an event arising.
Man Group continues to source and
provision new investment data sources
and data analytics, but has not observed
an increase in material internal risk events
in 2022.
Man Group has an established information
security and cyber security programme
with relevant policies and procedures,
that are aligned with industry expectations
and best practices. Man Group’s Chief
Information Security Officer, together
with the Information Security Steering
Committee, ensures that our control
environment is continuously reviewed
and adjusted to keep pace with
the regulatory, legislative and cyber
threat landscapes.
Technology plays a fundamental role
in delivering our objectives, so the
IT functions work closely with each
business unit to ensure work is correctly
prioritised and financed. The prioritisation
process considers the life cycle of both
hardware and software to ensure both
are adequately supported and sized.
The firm’s operational processes
include mature risk, incident and
problem management procedures
to minimise the likelihood and impact
of technology failures.
Business continuity risk mitigation
includes detailed planning and testing
of remote access and contingency/
recovery operations, and ongoing risk
and threat assessments.
Man Group continues to improve
its defence using state-of-the-art
technologies, enabling us to detect and
prevent malicious activities and complex
cyber-attacks. We have not observed
any increase in material issues following
the escalation of regional conflicts
and tensions seen in 2022, but our
assessment is that activity is likely to
increase in 2023.
Man Group has an ongoing focus
on improving our technology offering,
capability and security. Particular focus
and investment have been on hardware
and software enhancements to core
technology and data centres, and the
enrichment of the trading and operations
platform. Progress in centralisation of
order management technology for the
firm also continues apace.
Remote and agile working has continued
to operate reliably and securely enabling
efficient flexible working arrangements
for most staff, without any notable
change in the volume or materiality
of issues arising through 2022.
Man Group plc |
Annual Report 2022Strategic report Operational risks continued
Risk
Mitigants
Status and trend
33
1
3
4
Change
Criminal
activities
Legal,
compliance
and
regulatory
Risk of losses or harm through wrongful,
unauthorised activities or criminal
deception intended to result in financial
or personal gain, or incurred through
failure to comply (or have adequate
procedures to comply with) laws and
regulations relating to: anti-money
laundering, counter-terrorist financing,
anti-bribery and corruption, breach of
economic sanctions, insider trading and
market abuse.
The breadth and complexity of the
regulations that Man Group and its
funds are subject to across multiple
jurisdictions represent significant
operational risks should the firm fail to
comply with them. Man Group supports
proportionate and thoughtful regulation
and initiatives that develop the regulatory
environment. However, regulatory
change can also result in increased
operational complexity and costs to
Man Group or the sectors or markets
in which it operates.
Failure to comply with these laws and
regulations may put Man Group at risk
of fines, lawsuits or reputational damage.
Man Group operates policies and
procedures that comply with applicable
laws and regulations, and provides
periodic training to staff.
Internal policies, processes and controls
are subject to internal review in order to
ensure we remain well placed to manage
evolving requirements, with support,
independent oversight and challenge
also being provided by Man Group’s
Compliance and Financial Crime Teams.
Man Group operates a global legal and
compliance framework which underpins
all aspects of its business and is resourced
by experienced teams. These teams are
physically located in Man Group’s key
jurisdictions, helping them to understand
the context and impact of any requirements.
Emphasis is placed on proactively
analysing new legal and regulatory
developments and communications to
assess likely impacts and mitigate risks.
Man Group continues to liaise directly
and indirectly with competent authorities
e.g. FCA, SEC, FINMA, CBI.
Man Group has enhanced several
surveillance tools to strengthen the
control environment and has adapted
to the changes in the regulatory
environment around aspects of financial
crime which are constantly evolving with
heightened sanctions and enforcement
actions. No material incidents were
seen in 2022, including complying with all
sanctions relating to the Russian invasion
of Ukraine.
Man Group continues to experience new
regulatory requirements. In 2022 this
included implementation of requirements
of the FCA’s IFPR in relation to regulatory
capital and liquidity (including the
ICARA), governance and remuneration
regime and to the (UK Funds)
Assessment of Value.
Man Group maintained an open
dialogue with regulators throughout
2022 and work continues on a number
of regulatory initiatives including the
FCA’s Consumer Duty requirements.
Reputational risks
1
2
3
4
Risk
Mitigants
Status and trend
Change
Negative
publicity
The risk that an incident or negative
publicity undermines our reputation as a
leading investment manager and place to
work. Reputational damage could result
in significant redemptions from our
funds, and could lead to difficulties with
external financing, credit ratings and
relations with core counterparties and
outsourcing providers.
Our reputation is dependent on our
operational and fund performance
and the conduct of our employees.
Our governance and control structure
mitigates operational concerns, and
our attention to people and investment
processes are designed to comply
with accepted standards of investment
management practice. We encourage
a culture of openness, inclusion
and diversity.
Man Group enjoys a good reputation
and work continues to build Man Group’s
profile and protect its reputation across
stakeholder groups.
Emerging risks
1
2
3
4
Risk
Mitigants
Status and trend
Change
Potential
future threats
Emerging risks are complementary to
the current principal risks and represent
potential future threats to Man Group’s
performance, development or viability.
The emerging risk categories include
natural disasters, pandemics, disruption
to financial markets and business
infrastructure, geopolitical risk and
changes in the competitive landscape.
The Board, Executive Committees
and Group Risk monitor emerging risks,
trends and changes in the likelihood or
impact following discussions with subject
matter experts. This assessment informs
the universe of principal risks managed
and mitigated by the firm.
The principal and emerging risks were
reviewed and discussed by the Board
in late 2022. The key themes were
geopolitics (Russia, China, the US
and the UK) and the fragile state of
financial markets (volatility, leverage
and insufficient margin). No changes
were made to Man Group’s headline
principal risks.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 34
Risk management continued
Link to strategy
1 Innovative investment strategies
3 Efficient and effective operations
2 Strong client relationships
4 Returns to shareholders
Climate change risks
1
2
3
4
Risk
Mitigants
Status and trend
Change
Physical risks
Physical risks of business disruption,
property damage or to employee
well-being due to a severe weather event.
Man Group has a small number
of employees, a relatively limited
physical footprint and can operate
completely remotely.
The firm will continue to monitor and
manage its risks through business-as-
usual reporting and management processes
for the relevant principal risk (see below).
Work continues on Man Group’s
commitment to being a net zero carbon
workplace by 2030, including setting
emissions targets, carbon budgeting
and enhanced emissions disclosures.
We are a signatory of the Net Zero Asset
Managers initiative, with a commitment
to having net zero carbon investment
portfolios by 2050. In 2022 we set interim
targets for our management of assets.
In 2022 we expanded our proprietary
ESG analytics toolkit and launches
included AHL TargetClimate, with a
multi-asset focus on the transition to
a low-carbon economy, and a real
estate strategy building net zero energy
single-family rental homes. We now have
32 Article 8 and 9 products representing
3.4% of AUM, an increase from 2.6%
in 2021
Our operations and ability to work
effectively was not materially impacted
by the summer heatwaves across
Europe, with the majority of employees
working remotely.
Investigations and fines announced
against other financial services
companies in 2022 highlight the
increasing focus by global regulators
and the media on overstated ESG claims.
The key short-term risk (one to five-year
time horizon) and strategic opportunity
for Man Group relates to meeting and
exceeding client expectations for inclusion
of meaningful climate-related analysis
into our investment strategies. Failure, or
taking too long, to deliver genuinely suitable
investment products could lead to outflows
or reduced inflows over time. 35% of
Man Group AUM integrates ESG analytics
into the investment process, and we now offer
32 Article 8 and 9 products representing 3.4%
of AUM. A related reputational risk comes
from any suggestion of greenwashing if the
ESG credentials of a fund or Man Group’s
corporate commitments do not meet
client, regulatory, media or wider
public expectations.
Transition
risks
Transition risks as the world moves
towards a low-carbon economy can be
legal, regulatory, technological, market
or reputational. This may impact the
appetite for and performance of some
investment products.
Man Group has an agile business
model, so is well equipped to adjust
to medium-term transition risks and
also capture any opportunities. With a
strong track record for innovation, the
firm continues to focus on providing
investors with products that incorporate
ESG analytics.
Link to
our other
principal risks
Investment performance is exposed to
market disruption or volatility triggered
by severe weather events. Performance
could also be impacted by fundamental
moves in underlying asset prices or
liquidity as the world transitions to
a low-carbon economy.
Business continuity risk manifests as
damage or disruption to Man Group’s
offices and data centres and the
transportation and supply systems that
support them. In particular our London
headquarters may be exposed to
flooding of the River Thames.
Legal and reputation risk currently comes
from any suggestion of greenwashing
if the ESG credentials of a fund or our
corporate behaviour does not meet client
or regulatory expectations. This could
lead to redemptions and regulatory fines
as well as damaging relations with core
clients, employees and the wider public.
Man Group’s diversified range of
products and strategies limits the risk
to any particular strategy or market.
While the integrated portfolio and risk
management processes help managers
understand their risk profiles.
Agile working is well established, and
employees can work remotely if offices
are inaccessible. We conduct detailed
planning for emerging scenarios along
with testing of remote access and
contingency/recovery operations.
Man Group has specific policies and
greenwashing controls which continue
to evolve and are subject to robust
review. We take a relatively low key
and considered approach in our
external communications with a
focus on education and data as well
as highlighting the challenges inherent
in this area.
Man Group climate change
risk management and strategy
Man Group recognises the urgent challenge
presented by climate change, and our corporate
responsibilities and ability to effect positive
change through our own behaviour, responsible
investment principles and fund offerings.
The firm has articulated its climate change
risks using existing risk identification
processes: from the bottom-up the Risk
and Control Self-Assessment (RCSA)
has identified short-term risks, while the
top-down emerging risks assessment
identifies medium- and long-term risks.
Both of these processes assess risks in
terms of impact (such as business continuity,
financial, regulatory or reputational) and
likelihood (or time frame over which it
may manifest). By using the same risk
assessment framework we are able to
calibrate the relative significance of climate-
related risks against our other principal risks.
For short-term risks there are associated
controls and/or actions that help manage/
mitigate them. Climate change risks are
captured in Man Group’s risk governance
and reporting framework as a standalone
risk but also within the associated risk
category such as investment performance
or business continuity. The risk governance
framework is owned by the Board and
implemented by the senior management
of Man Group, and it is at this level that
strategic decisions are made to avoid,
mitigate, transfer or accept risks, including
those related to climate change.
The impact of climate change on the
downside scenarios within our three-
year business planning horizon has been
considered – currently none of Man Group’s
plausible material downside scenarios, within
this time period, are materially driven by
specific adverse impacts of climate change.
We consider ‘material’ risks or downside
scenarios as being above a threshold of
importance to our investors, shareholders
and other stakeholders such that they should
be publicly reported. This threshold will evolve
over time and our senior management and
internal committees will continue to reassess
our risk profile in this context.
Man Group plc |
Annual Report 2022Strategic report 35
In the medium term (five to ten-year time
horizon), the key risks to Man Group are from
market disruption or volatility triggered by
weather events and disruption to transport
and working arrangements. These could
lead to increased costs (e.g. procurement,
insurance or taxes) and restrictions on
business practices such as international
travel to meet clients. Some of these are
already being mitigated through ongoing
investment in collaboration technology and
flexible working, others can be addressed
through agile working practices and having
a more local presence. Thoughtful new
regulatory requirements will be an important
tool in helping companies to consistently
effect genuinely positive change – we will
closely monitor emerging requirements and
have been, and will seek to be early adopters
of new regulations.
As the world transitions towards a
low-carbon economy (in line with the
consensus path to a 1.5°C or 2°C scenario)
fund performance could be impacted by
fundamental moves in underlying asset
prices or liquidity. The firm has invested in
a proprietary ESG analytics tool to facilitate
analysis of the underlying exposures through
an ESG lens.
Longer-term (ten to 30-year time horizon)
physical risks include major business or
market disruption following severe weather
events and long-term impacts on employee
health and well-being. For example, the
corporate headquarters in London could be
impacted by a failure of River Thames flood
defences. Such events, or even a heightened
risk, could cause the firm’s key business
locations to become less relevant. This is
mitigated through long-range monitoring and
our small physical footprint helps to reduce
our exposure.
We are committed to demonstrating
responsible conduct and leadership to all
of our stakeholders – clients, shareholders,
business partners, employees and our
local communities.
Our strategic initiatives relating to our direct
environmental footprint are discussed on
pages 46 to 63, including a commitment
to be a net zero carbon workplace by
2030 (page 48) and achieve net zero carbon
investment portfolios by 2050 (page 53). Our
support of TCFD is outlined on page 64 and
our stewardship role in relation to responsible
investment is discussed on pages 58 to 60.
Viability statement
The directors of Man Group plc believe
that there continues to be robust global
demand for asset management firms,
such as Man Group, to provide fund
management services and make active
investment decisions on behalf of their
clients in order to manage their capital.
Man Group’s ability to deliver alpha
and other value adding client solutions,
backed by technology, efficiency
and innovation, forms the basis of
a sustainable business model.
A failure to deliver superior performance
is the main risk to Man Group’s ability to
maintain adequate capital and liquidity,
given the likely short term impact on client
redemptions and longer term one on talent
retention. This risk is mitigated through
our diversified fund offering. The directors
confirm that they have a reasonable
expectation that Man Group will continue
to operate and meet its liabilities, as
they fall due, for the next three years to
31 December 2025. A three-year period
is considered appropriate because it is
consistent with Man Group’s business
planning and forecasting horizon.
Man Group plc |
In accordance with the UK Corporate
Governance Code, the directors’
assessment has been made with reference
to Man Group’s current position, the firm’s
strategy, the Board’s risk appetite and
Man Group’s principal and emerging risks
and how these are managed (described
earlier in this section). The principal risks
are linked to each of Man Group’s strategic
priorities. The strategy and associated principal
risks form the basis of Man Group’s medium-
term plan. This covers a three-year period
and includes downside scenario testing.
Man Group’s medium-term plan is built
by aggregating the expected business
performance across the firm, and then
stressing key business assumptions, including:
• fund inflows from new business
versus redemptions;
• investment performance of the
key strategies and the impact on
management and performance fees;
• performance of the balance sheet
investment positions;
• management fee margin pressures;
• business mix and costs, including
compensation and investments in
business development; and
• FX rates for non-USD AUM and costs.
Severe but plausible stress scenarios are
applied using combinations of the above
factors, such as:
• extreme underperformance
and associated outflows across
Man Group’s product range or for
a core investment product group as
a result of a single market stress; or
• the impact of a major operational event
that leads to irreparable reputational
damage and outflows.
Although the directors and management
have considered the impact of climate
change, currently none of Man Group’s
plausible downside scenarios (within the
three-year business planning horizon)
are materially driven by specific adverse
impacts as a result of climate change.
The medium-term plan assessment
is augmented throughout the year by
regular briefings at the ARCom on risk
and controls, as well as dashboards
across risk, compliance, finance and
Internal Audit. The principal and emerging
risks are considered within the Board’s risk
appetite framework.
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 36
Talent +
Solutions
Overview
A deep and diverse pool of talent is vital to our continued success.
We are a people business, and our priority is to hire and develop world-class
talent across the firm, from quants and technologists to portfolio managers,
lawyers, accountants and salespeople, and to foster a diverse workforce to
support innovation and collaboration. It is the breadth and depth of our talent
and the cross-pollination of ideas and skills that enables us to deliver innovative
and tailored portfolio solutions for our clients. By bringing together expertise
from multiple technical and investment disciplines, we are better able to
create customised solutions for our clients to help them navigate complex
market environments.
1.4%
relative investment performance in 2022 1
66%
of AUM in customised mandates
26
publications in peer-reviewed
academic journals
1 For definition, see glossary.
Man Group plc |
Annual Report 2022Strategic report Strategic report | Governance | Financial statements | Shareholder information
37
Spotlight
Client-centric solutions
Investors are increasingly looking for customisable investment offerings and
portfolio solutions to help them navigate today’s complex market environment.
Our 250+ sales professionals globally bring an allocator’s mindset to our largest
clients to understand and solve their most complex investment problems. The
diverse talent we have across the firm enables us to develop a range of innovative
and customised investment solutions to create a powerful combined offering
and deliver better outcomes for clients. We are able to deliver on this in a
flexible, efficient and scalable way through our single operating platform,
which is supported by our 600+ quants and technologists.
We see solutions as a key growth area within our industry and believe the
breadth and strength of talent at Man Group is a key competitive advantage.
Man Group plc |
Annual Report 2022 38
People and culture
A deep and diverse pool of talent
We seek to attract, develop and retain the best talent.
Our culture is consciously inclusive and collaborative,
which enables us to drive performance through diversity
of thought and by combining our expertise in unique ways.
Nationalities
70+
Our culture remains strong and distinct
within our industry, enabling us to attract
and retain talent, innovate, and serve our
clients to deliver better outcomes for all
our stakeholders.
We actively monitor employee engagement
and retention to ensure we are holding
ourselves to account to deliver on our
key objectives. Our annual employee
engagement survey, alongside our interactive
employee engagement programme led by
Man Group Board members, allows our
people an opportunity to contribute to that
directly. In 2022, we achieved an employee
engagement score of 8.2 out of 10, and our
voluntary attrition rate was low at 10.7%.
Our agile working model enables us to
support well-being and productivity, as well
as allowing us to access new pools of talent.
We remain committed to supporting the
communities we operate within by sharing
our time, expertise and resources.
Talent acquisition
We have grown our headcount by 17%
in the last five years; hiring the best talent
from around the world is fundamental to
our business and we remain committed to
doing so. This ambition led us to in-source
our recruitment efforts globally at the start
of 2022. Those interacting with the talent
markets on our behalf have a strong
grasp of our culture and are well placed to
identify candidates who are likely to thrive
at Man Group and support our ambition
to continue to diversify our talent pipeline.
One of our priorities is to continue to
build a junior talent pipeline via entry-level
programmes, including Insights Days and
Weeks, our apprentice programme, and our
intern and graduate programmes. This year,
as well as visiting individual schools and
universities, we continued to work with
#10000BlackInterns, GAIN (Girls Are
INvestors), Generating Genius, IntoUniversity
and SEO London. In New York, we have
added a programme with Rock the Street,
Wall Street and have begun to work with the
UNCF Lighted Pathways Program.
Retention and progression
We have continued our investment in talent
development as an intentional strategy to
maintain our competitive edge. Our talent
development strategy is a fully established,
core part of our business. We believe we
have the processes, technology, products and
services to enable us to maximise the potential
of our people. We seek to provide career
development and performance support
to staff at all levels and in 2022, 89% of
employees voluntarily engaged in this support.
Our talent development efforts are guided by a
globally-adopted talent review process, which
seeks to assess the performance and potential
of our employees. The data and insights from
this process are part of our Senior Executive
Committee’s bi-annual talent and succession
planning reviews. These reviews result in
significant development activities to support
the progression of talent and ensure we have
a bench of future leaders ready to take on
broader leadership roles.
Man Group plc |
Quants and technologists
600+
2nd most used language
Python
Discretionary investment professionals
120
¬ DE&I report
¬ CS brochure
Annual Report 2022Strategic report 39
39
+ Supporting investment talent
James Houlden
Portfolio Manager, Man GLG
Q: How has Man Group supported your
development and how has this impacted
your performance as an investor?
A: Man Group has given me the opportunity to
access a wide range of support over the past five
years as I have transitioned from an analyst to a
portfolio manager at the firm. They have provided
both internal and external resources to improve
my technical and analytical skills, helped me
focus on the psychology of the role and provided
one-to-one coaching. Most recently, I took part
in the Alpha Program – a six-month course led
by a high-performance coach to learn about
behavioural science, decision-making, and the
psychology and physiology of investing. At this
stage of my career, I am focused on continual
improvement as an investor and it’s great to work
in an environment that supports that journey. I am
also glad to be able to pay it forward and mentor
junior analysts as they enter the business.
Q: How has agile working impacted your
performance and productivity?
A: Like many others across the business, our
team took advantage of agile working to reassess
our workflow from first principles and think about
what we do and where we do it best. One thing
that became clear was that tasks like researching
a company or building a model are best done
without distraction, so naturally lend themselves
well to working from home, while collaborative
projects or discussions with other investment
teams tend to be more productive when done
from the office. We have found a good balance
of working from home and working from the office
that first and foremost improves productivity and
provides well-being benefits as well.
Our Distinctive Leader Programme expanded
in 2022 in support of these efforts. This
connected approach allows us to facilitate
internal moves and promotions. In 2022, more
than 285 employees were internally mobile and
notably we were able to absorb the retirement
of Man Group’s President internally, through
realigning the responsibilities of our Senior
Executive Committee.
Our remuneration strategy is an integral
part of retaining talent and we aspire to
be competitive in the markets in which we
operate. Remuneration includes combinations
of salary, annual performance bonus and
deferred share and/or fund awards, alongside
a range of non-cash benefits. Our deferral
arrangements are a key mechanism for
focusing our employees on long-term
performance, aligning their interests with
those of our clients and shareholders. During
2022, we once again offered our UK-based
employees the opportunity to participate in
the Man Group Sharesave Scheme at the
maximum limit and discount allowed by HMRC.
¬ See pages 104 to 127 for the Directors’
Remuneration report.
Man Group’s total headcount, including
contractors and consultants, has increased
from 1,523 at 31 December 2021 to 1,682
at 31 December 2022.
Supporting performance
We continue to invest in our in-house
coaching capability to ensure that top
performers have access to coaching
support to maximise their performance.
During 2022, in addition to supporting
89% of our employees through our various
talent initiatives, 10% were supported by
our Talent Coaches through structured
coaching. In addition, we identified the
opportunity to further our efforts in
growing our own high performing
investment talent and launched our
inaugural ‘Alpha Programme’, supporting
nine discretionary analysts as they navigate
the transition to portfolio management
responsibilities through exploration of risk
preferences, decision-making styles, their
ability to manage cognitive and behavioural
biases, and the physiology and psychology
of performance under pressure.
I don’t take for granted the trust and vulnerability shared by our
leaders within coaching sessions. I am always impressed by their
willingness to dive into our ever-evolving leadership development
portfolio. It’s personally fulfilling to see our leaders continuously
progress and the ripple effects of this driving performance for
clients and shareholders.
Brindha Srigananathan | Talent Coach
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 40
People and culture continued
+ Diversifying our processes
Greg Bond
CEO, Man Numeric
Q: Why is diversity important in the
Man Numeric investment process?
A: We hire smart and knowledgeable experts.
The difficult part is how to harness a group
of talented individuals into a well-functioning
organisation that produces innovative content
on a sustained basis for our investment strategies.
Diversity of thought is central to the development
of new ideas at Man Numeric. But diversity of
opinion is just as important. We don’t want the
loudest or most senior person in the room to
dominate our decision-making; inclusion is vital.
Q: How have you approached this?
A: Hoping to lessen the barriers to the free
expression of opinions, we introduced the
concept of an ‘Expert Panel’ in 2022, where we
allow our most experienced researchers, portfolio
managers, technologists and risk managers
to provide anonymous feedback on proposed
changes to our models and portfolios. Each
person’s feedback, a simple yes or no with
an associated rationale, is recirculated without
attribution to the Panel. Individuals may change
their initial vote upon reading the broader set
of opinions, and the people who proposed the
original idea may use the feedback to improve
their original proposal. The most interesting,
useful comments are those that differ widely from
the rest of the group. Our Investment Committee
uses the collective feedback as input into our
evaluation of the proposals. Over time, with data
from multiple Panels, we hope to systematically
evaluate and improve our collective decision-
making and ultimately increase our rate
of innovation.
Man Group plc |
Collaboration
Inspiring the next generation
Our culture of collaboration helps us to
understand and find better answers to
complex problems. We pride ourselves on
our willingness and ability to learn from each
other every day. The programme,
aiming to close the digital skills gap, has
taught 189 employees to code in Python
(257 employees have graduated from at
least one of the eight technical skills courses
offered), since its inception. Our investment
insights series has shared the unique
perspectives and philosophies of our best
discretionary investors with other investment
professionals. Evolve, our internally-led
introduction to hedge funds, has supported
47 employees from sales and infrastructure
areas to increase their knowledge of the
business they operate in and the services
we provide, enabling them to use their
existing technical expertise in a more
applied way. In addition, at any one time,
roughly a third of our workforce is actively
engaged in mentoring.
We are proud of our efforts to take collaboration
out of the classroom and make it an embedded
part of our work practices. A recent innovation
has been the revision of the Man Numeric
Investment Committee process, which
demonstrates how collaborative decision-
making can yield better results.
Diversity, equity and inclusion
Our ‘Drive’ programme is run by our
employees and sponsored by our senior
management team. It gives voice to our
initiatives both internally and externally,
enabling us to help drive change in the
industry to attract talent, and champions our
zero-tolerance approach to discrimination
of any kind. Drive is coordinated by our
DE&I Steering Committee, which ensures
representation of staff from our offices
across the world. Our Drive umbrella
includes the following active staff networks:
• BEAM (our network for Black Employees
and Allies at Man).
• FAM (our network for Families at Man,
of all shapes and sizes).
• PRIDE@Man (our network for the LGBT+
community and allies).
• WAM Network (Women at Man, our
network promoting gender balance at
Man Group).
During 2022, we have launched a new
network: SANAM (South Asian Network at
Man) and two new workstreams, Amigos de
Man (for our Latin and Hispanic community)
and Veterans at Man. The workstreams join
our existing initiatives focused on NextGen,
Social Mobility, Neurodiversity and Disability.
We continue to visit schools and universities
to talk about careers in asset management
and financial services more broadly, and
several of our senior staff are members of
Speakers4Schools. We have held mentoring
circles with teachers and coordinated two
programmes focused on trading and the
‘art of selling’ as well as welcoming groups
from the schools to our offices. We also visit
schools and universities as part of our work
with GAIN and were delighted to host their
first ever in-person networking evening for
their 2022 interns. In the same vein, we also
hosted a networking event for the Women’s
Societies Alliance, a group of women’s
societies from universities in the UK
and Europe. We again appeared at the
‘Skills Workshop’ run by #TalkAboutBlack,
broadcast across universities to highlight
internships and graduate programmes at
Man Group.
We continue to partner with the King’s Maths
School – a specialist state-funded school
for gifted mathematicians, and to work
with #10000BlackInterns, SEO London, City
Gateway and other organisations to ensure
we encourage a broad pipeline of talent to
Man Group and the wider industry.
Championing equity and equality
Man Group is committed to providing equal
employment opportunities, and discrimination
on the grounds of age, disability, gender,
gender identity, race, religion, sexual
orientation or educational background is not
tolerated. Full and fair consideration is given
to all employment applications, encouraging
candidates to tell us where they need
reasonable adjustments to the process,
perhaps due to disability or neurodiversity.
Man Group supports the requirement for
employers in the UK to calculate and publish
their gender pay gap, and we have again
published our figures within our annual
Diversity, Equity and Inclusion report.
The data still demonstrates the lower
representation of females in investment
management and senior roles, but we are
committed to addressing this and continue
to make significant efforts to do so. We have
maintained gender parity on our Board of
Directors since 2020 and continue to have
a female Chair of both the Audit and
Risk Committee and the Remuneration
Committee. Having signed up to the Women
in Finance Charter in 2018, we achieved our
target of 25% female representation in senior
management during 2020 and, although
we had a very small percentage decrease in
2022 to 26% (2021: 27%), we are progressing
towards our target of 30% by the end of 2024.
Annual Report 2022Strategic report 41
+ Promoting social mobility
Michael Turner
CEO, Man Solutions
Q: Why have you chosen to take
an incredibly active role in improving
socio-economic diversity?
A: Socio-economic diversity is a particular issue in
the UK financial services industry where research
has shown that 64% of senior level positions are
held by people who came from a professional
services household. This is in stark contrast to
the UK population at large where the figure is
37%. Employees from working class backgrounds
measure lower on progression and inclusion
factors, where they report being twice as
likely to feel that their background has held them
back at work or that they do not have the same
chances of success in the workplace. While
socio-economic diversity is often spoken about
at entry levels, the progression to senior levels has
not been tackled – there appears to be a systemic
talent problem that narrows the opportunity for all.
Q: What role is Man Group playing to
redress this balance?
A: In 2021, the UK government tasked the
City of London to create a taskforce to boost
socio-economic diversity in the Financial Services
industry across the entire UK. I sat on the Advisory
Board of the taskforce, which worked to create a
membership body, Progress Together, which will
create a safe space for members to share best
practice on tackling the socio-economic diversity
challenge at senior levels. I am delighted to say
that Man Group became a founding partner of
Progress Together and that I have been appointed
a non-executive director of the body. Over the
coming months and years, we intend to promote
best practice, survey our members and the
industry to study progress, and engage with our
members to drive socio-economic diversity at
senior levels in the financial services industry.
This is a truly exciting initiative that I hope will
make a real difference to our industry.
Q: What do you hope to achieve?
A: Our long-term aims are ambitious: 50%
of the senior leaders across the financial and
professional services sector to come from a
working class or intermediate backgrounds by
2030. We don’t expect all organisations to get
there in this period, but we do believe we can
get there as a collective industry.
The focus on allyship has been echoed in
the firm coming together to listen to their
colleagues talk about their experiences
throughout the year. To mark Social Mobility
Awareness Day in June we held a roundtable
discussion featuring four of our people
talking about their route into financial
services. Our Families network held a
Fertility workshop that was accompanied
by testimonials from staff who have suffered
baby loss and undergone fertility treatment;
this in turn has informed the support we
offer and the policies we have implemented.
Following a peer mentoring circle, we have
established a menopause support group,
which again has led to changes in our
support for those colleagues.
We have continued to work with the wider
industry and continue in our partnerships
with PurpleSpace, again celebrating
International Day of Persons with
Disabilities and joining #purplelightup; with
Exceptional Individuals hosting webinars and
manager masterclasses on the strands of
neurodiversity; and we remain members of
the Diversity Project, aligned to their various
workstreams. We have launched a new
partnership during 2022 with Barrington
Hibbert Associates to focus on Black
talent, as well as to work with Black
Women in Asset Management, having again
participated in their Leadership Accelerator
programme and sponsored their inaugural
conference. We were also delighted to host
the first-ever in-person event for EnCircle,
which coordinates peer mentoring circles for
black talent in the financial services industry.
Following our work on social mobility with
the Advisory Board of the taskforce set up
by the City of London corporation, we have
become a founding partner of Progress
Together. We were delighted to be
recognised in the top 75 of the Social
Mobility Index in 2022 and to have been
recognised with Highly Commended in the
‘Championing Social Mobility’ category at
the FT Adviser Diversity Awards. We are
committed to contributing to DE&I within
the industry and to championing thought
leadership and progress through our
people’s commitment and excellence.
We also reached 30% of women on our
Executive Committee in 2022 and continue
to focus on coaching and mentoring our
high performing female talent at all levels,
and particularly those on the pathway to
senior management. The number of women
in senior management roles is one of our
non-financial KPIs, and forms part of our
Executive Directors’ remuneration. Further
information on this can be found on
page 123.
While we do not see a gender pay gap
across similar roles, we continue to take
action to foster better gender diversity. During
2022 we were delighted to join the Pathway
Programme set up by the Diversity Project
to increase the number of female investment
managers and to have been invited to help
design part of the content for the programme.
We continue our partnership with Women
Returners to support those returning to
work following a career break. We were
pleased to have our work recognised
when Man Group was awarded Highly
Commended in the category of ‘Contribution
to Gender Diversity and Inclusion within the
Investment Industry’, at Investment Week’s
Women in Investment Awards.
More information about Man Group’s
commitment to DE&I can be found in the
Diversity, Equity and Inclusion report and
our Corporate Sustainability brochure.
Board
50%
50%
Senior
Managers
26% 74%
Staff
30%
70%
Female
Male
1 Based on 1,655 FTEs and 205 senior managers.
Intersectionality and allyship
During 2022, we focused on intersectionality
and our networks and workstreams came
together to hold our second ‘Allyship Week’.
We hosted events focused on acting as
allies to the refugee community; highlighting
the #WeAre campaign led by the Diversity
Project to destigmatise the perception
of disability by putting faces to lived
experiences; and continuing our campaign
to show how knowing our people and the
analysis of diversity data can contribute to
our culture of allyship and support. The week
ended with each of our Senior Executive
Committee telling our people what
allyship means to them. Our networks
and workstreams then joined together
again to celebrate Global Inclusion Week,
in September, to promote our work
and resources and to champion the
achievements of some of our volunteers.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information Agile working
Our Agile Working Framework, launched in
2021, has now been globally adopted. We
have invested significantly in upgrading our
office space in London and New York over
the last two years; we have designed the
office space to support the adoption of agile
working, ensuring employees have access
to technology, collaboration spaces and well-
being facilities that support their productivity.
We continue to adapt our workspaces as we
observe behaviours from various teams. Our
wellness suite provides fitness classes both
in-person and virtually, mindfulness sessions
continue in our campfire room, and we offer
a full suite of virtual well-being offerings via
our well-being app, Unmind. Employees
are appreciative of the flexibility provided
by agile working, citing their improved ability
to manage their time, be involved in family
commitments and more consciously
consider the optimal work environment
for different work activities. This has also
had an additional benefit of hiring talent
in new locations and has seen us open
a shared workspace in Manchester and
expand our recruitment efforts in Bulgaria.
Support in the moments that matter
We recognise that our employees have
to manage more than just work, and
sometimes life can take unexpected turns
or certain life events need to take priority.
We are fully committed to supporting our
employees through these moments and
have worked hard to ensure our benefits
and well-being provisions are fit for 2022
and beyond. Our gender-neutral parental
leave, our long tenure awards and the
bespoke support we provide through
fertility treatment and pregnancy loss are all
examples of ensuring our employees know
we are committed to their well-being beyond
the workplace and work-life-balance. We
continue our longstanding commitment to
flexible working arrangements, which might
include adjusted hours or part-time working,
with no restrictions on the reasons for
requesting these. During 2022, we achieved
level 4 ‘excelling’ in the City Mental Health
Alliance’s Thriving at Work assessment,
evidencing our excellent provision for
our people.
Number of parental leaves taken
85
Number of tenure award leaves taken
55
We are committed to listening to our people and adapting our
benefits and well-being offering to evolve in line with our people’s
needs. We continually challenge ourselves to improve, enabling
our people to thrive and progress and be the very best that they
can be.
Lucy Bond | Head of HR (UK & EEA)
42
People and culture continued
+ Rewarding long service
Amendeep
Pannu-Purewal
Global Head of Operational
Risk & Resilience
Q: How did you spend your Tenure Award
Leave (TAL)?
A: I joined Man Group in April 2001 so have been
at the firm for over 21 years. When employees
reach 10 years of service with Man Group, they
are awarded four weeks of paid leave, in addition
to their holiday. I therefore had two sets of TAL
to take! I decided to separate these and took
four weeks in 2021 and then four weeks in 2022.
In 2021, after a fairly intense period of managing
Man Group’s COVID-19 response, I really
appreciated extra time at home that I could
dedicate to my children. In the summer of 2022,
my TAL allowed me to make a trip to Canada
with my family. With the additional time we were
able to have an extended break, which included
a road trip adventure through the Canadian
Rocky Mountains and a visit to the National
Parks of Banff and Jasper. This was followed
by a journey through British Columbia where
we hiked, watched sunsets in Okanagan Valley,
played volleyball on the beach and visited the city
of Vancouver. The break was topped off with a
big Punjabi wedding in Alberta. Honestly, the trip
of a lifetime and an opportunity to reset, focus on
well-being and return to work re-energised.
Q: How has the Tenure Award Leave
contributed to Man Group’s offerings?
A: The Tenure Award Leave rewards long service
and recognises that our people benefit from the
perspective and personal growth conferred by
time spent out of the office. It is part of the firm’s
continued commitment to being an employer of
choice and one that recognises the importance of
health and well-being. I have also enjoyed hearing
how others have spent their leave!
Man Group plc |
Annual Report 2022Strategic report 43
Community investment
Embodying our key business principle of ‘responsibility’, our people
take pride in contributing to their local communities and charities.
NSPCC, Read Easy, RedSTART,
Refugee Education UK, Starlight Children’s
Foundation, The Brilliant Club, The Switch,
and XLP. The Man US Charitable Foundation,
founded in 2019, also provides funding to
US charitable organisations.
The year concluded with our annual
festive fundraising, which included a global
festive clothing day on 8 December with
participation across all offices. Additionally,
in the UK and the US, the Last Hour Appeal,
offering staff the opportunity to donate
the last hour (or more) of their salary for the
year, was a success yet again. In the UK,
these activities raised £20,103 for the Oliver
Fisher Special Care Baby Trust – a charity
voted for by UK staff. In the US, we raised
$3,257 for the Jimmy Fund at Dana Farber
Cancer Institute.
In December, the Trussell Trust also attended
Man Group’s offices to raise awareness of
the unprecedented demands on food banks,
and employees assisted in packing essential
items donated by Man Group for distribution
to food banks ahead of the Christmas
period. Furthermore, every employee
was offered the opportunity to expense a
£500 (or local currency equivalent) donation
to a local food bank or homelessness
support charity.
UK employees at Man Group are also able
to support charitable programmes via their
Give As You Earn accounts, and 88 staff
participated this year. The Man Charitable
Trust also proudly matches independent
fundraising by employees up to the value
of £1,000.
Donations to a local food bank
or homeless shelter offered to all
our employees
£500
Employee volunteer hours in 2022
2,800+
ManKind, our global employee volunteering
programme, encourages each staff member
to take two days’ paid leave per annum to
help in our communities. Staff may volunteer
with a charity supported by the Man Group
plc Charitable Trust (the Man Charitable
Trust) or the Man US Charitable Foundation,
with a registered charity of their choice or
through ELBA (the East London Business
Association), our volunteering sourcing
partner helping us to connect with
opportunities locally.
Many departments have chosen to
volunteer together, taking a day away from
the office to contribute to their community
as a team. Our staff networks, such as
Drive, have also been actively engaged.
For example, our work with Breaking
Barriers (a charity supporting refugees back
into the workplace) brought together a group
of our people to help with interview skills and
training for refugee clients.
The staff in our Hong Kong SAR office
have also dedicated significant time to
volunteering in the year, working with the
Teach Unlimited Foundation to provide
educational and mentoring opportunities
to local school students and they also
came together with other firms in the
region to clean up beaches as part of the
‘Plastic Free Seas’ initiative. The range of
volunteering undertaken means employees
globally participate in initiatives spanning
virtual and in-person opportunities, at
Man Group’s offices and offsite in
the community.
Established in 1978, the Man Charitable
Trust supports a diverse range of
charities in the UK, with a particular focus
on improving education, and approved
grants to the following charities during
the year: Auditory Verbal UK, City Gateway,
Discover Children’s Story Centre, First Story,
Greenhouse Sports, Hibiscus, MyBnk,
This was the first year that many charities were able to
meet people in-person and host fundraising events again
post-pandemic, which has made a palpable difference.
I’m proud of what our charitable partners have achieved
at a difficult time for the UK and society more broadly,
and look forward to continuing our support in 2023.
Steven Desmyter | Chair, Man Charitable Trust
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 44
Sustainability +
Responsibility
Overview
We are committed to minimising our impact on the environment and on positively
impacting society and the communities in which we operate. As an investor,
we leverage our ESG expertise from across the firm to support the diverse
investment objectives of our clients.
¬ For more information on responsible investment, please visit:
www.man.com/responsible-investment
¬ For more information on corporate sustainability, please visit:
www.man.com/corporate-sustainability
Man Group plc |
Annual Report 2022Strategic report Strategic report | Governance | Financial statements | Shareholder information
45
$50bn
of ESG-integrated AUM
10
proprietary quant and machine
learning ESG tools
98%
of environmental shareholder
resolutions supported in 2022
Spotlight
Net zero energy homes
As part of its single-family rental strategy
in the US, Man GPM, Man Group’s private
markets investment business, is partnering
with Bouwinvest Real Estate Investors, a
specialist real estate investment manager,
and ZF Friedrichshafen, a technology
company, to build 1,000 net zero energy
single-family rental homes across various
US metropolitan areas over the next
several years. To achieve net zero, we
are constructing homes targeting a Home
Energy Rating System (HERS) score of zero,
whereby the renewable energy produced by
rooftop solar panels is equal to the annual
energy usage.
The inaugural project, in Charlotte, North
Carolina, is set to be the first institutional
build-to-rent community focused solely
on net zero energy homes. This is just one
example of how we aim to develop innovative
responsible investment strategies across
the firm.
Man Group plc |
Annual Report 2022 46
Responsible business
Introduction
As an asset manager, we exist to support our clients
in meeting their investment goals.
At Man Group, our core focus is to meet the needs of our clients
by creating and preserving value for the many millions of individual
savers and pensioners that they represent. This responsibility
to deliver for our clients is at the heart of everything we do. The
commitments that we detail in this section – to our people, to climate,
to investing responsibly, to the stewardship of client assets, and to
providing thought leadership and education – are all forged with the
overarching goal of delivering excellence and performance for our
clients and doing so in a responsible and sustainable way. We are
steadfast in our commitment to progress in our responsible investing
and corporate sustainability efforts in line with our clients.
In 2022, we enhanced our approach to responsible investing and
furthered our understanding of what it means to be a sustainable
global company. We launched a number of investment strategies
dedicated to responsible investment (RI) and invested in our RI
technological capability, expanding the suite of proprietary RI tools
available to our investment teams.
During 2022, we reviewed and altered our targets such that they
align with the latest guidance from the Science Based Targets
initiative (SBTi), which aims to limit global temperature increases
to a maximum of 1.5°C above pre-industrial levels. This requires a
reduction to emissions across all categories by 46.2% from 2019
levels as well as maintaining carbon neutrality to be net zero by 2030.
More details can be found on page 48.
After a strong 2021, 2022 was a more challenging market for
environment, social and governance (ESG) investing. Despite
the market headwinds, we continued to broaden our range of
RI strategies and deepen our ESG knowledge, understanding,
processes and risk management. Data continues to drive analysis
and decision-making in corporate sustainability and in the generation
of intelligence-driven RI solutions. We believe there is a clear case for
‘quant ESG’, and by leveraging thorough analysis, expertise and
interrogating complex ESG data, we are able to successfully apply
responsible investing across a range of long-only and alternative
investment strategies.
Reflecting on our progress in RI, we have now successfully
integrated ESG within $50.0 billion of our assets under management.
This metric is a non-financial KPI (see page 21), and is one of the
ESG-aligned metrics linked to executive remuneration (see page 123).
To provide a consistent framework around Man Group’s calculation
of ESG-integrated AUM, we base our calculation on the Global
Sustainable Investment Alliance’s ‘ESG Integration’ sustainable
investment category. Further details on our methodology for
calculating ESG-integrated AUM can be found on pages 54 and 55.
Man Group is a signatory to the United Nations-supported Principles
for Responsible Investment (PRI) and scored strongly in 2022 in the
UN PRI reporting framework, outperforming in several areas.
Developing and researching innovative investment solutions
which are compatible with supporting a transition to net zero is a
key area of focus for Man Group. As a signatory of the Net Zero
Asset Managers initiative, we are committed to the attainment of
net zero emissions within our investment portfolios by 2050. In
July 2022, the initiative approved our first set of interim targets
around the percentage of our assets to be managed in line with net
zero emissions, and an emissions reduction target on those assets.
Man Group plc |
Deploying Man Group’s deep experience in
quant and data science to RI and corporate
sustainability enables us to think about these
issues in an intelligent and thoughtful way.
Robyn Grew | Man Group President and Head of ESG
This year, we have again disclosed the greenhouse gas emissions
(GHG) from our assets under management and the weighted average
carbon intensity (WACI) for our key investment strategies. This can
be found on pages 62 and 63 of this section. While our estimates
reflect progress, the data continues to present a number of
limitations: we remain committed to refining our analysis over time.
As a global business we are also committed to minimising our
operational impact on the environment and to reducing global
warming. Man Group has committed to achieve net zero carbon
emissions in its workplaces by 2030. In 2022, we enhanced our level
of disclosure for our global carbon operational emissions, including
emissions relating to our employees’ commutes, and their work from
home arrangements. We are also proud, active signatories of the
United Nations Global Compact, showing our support of the United
Nations’ (UN) ten principles on human rights, labour, the environment
and anti-corruption. The UN’s Sustainable Development Goals
(SDGs) guide our ESG initiatives and ambitions, and more detail
on our broad approach to Corporate Sustainability (CS) can be
found in our CS brochure.
We are also a registered supporter of the Task Force on Climate-related
Financial Disclosures (TCFD) and have included disclosures aligned
to its recommendations in this report, providing transparency on our
approach to managing climate-related risks and opportunities across
our business. More information can be found on pages 64 to 66.
Strong UN PRI scores:
78%
(avg. 60%)
Investment
& Stewardship
Policy
69%
(avg. 50%)
Fixed Income
SSA
86%
(avg. 65%)
Quant Listed
Equity
50%
(avg. 21%)
Hedge Fund
Multi-Strategy
Annual Report 2022Strategic report 47
Governance
Strong governance underpins our entire operation. Consistent with
that, we have developed an overarching ESG governance framework
to oversee and control all elements of our RI and CS mandates, with
a focus on climate.
Man Group has a strong ESG governance framework to ensure that we
have oversight and controls up to and including at Board-level, and that
we have dedicated resources to both deliver on our ESG commitments
and to ensure that any associated risks are properly mitigated.
The ESG Leadership team consists of Man Group’s President who
undertakes the role of Head of ESG (Robyn Grew), CIO for RI (Robert
Furdak) and Global Head of Sales & Marketing (Steven Desmyter).
The ESG Leadership team, in conjunction with Man Group’s Board,
sets the overarching ESG vision and strategy for the firm and seeks
to embed RI and CS within Man Group’s investment strategies and
global operations. The team also advances ESG-related opportunities
across the firm and promotes an internal culture that holds us to
the highest standards of corporate social responsibility.
Five dedicated committees each have assigned responsibilities,
established processes to identify, assess and monitor risks and
opportunities, and regularly inform and report on ESG-related
matters to senior management, the ESG Leadership team and the
Man Group Board. In 2022, the committee structure was further
enhanced by the introduction of two new sub-committees:
the Adjudication Sub-Committee (which determines the ESG
classification of underlying securities in the event of any uncertainty
or disagreement) of the Responsible Investment Oversight Committee,
and the RI Exclusions Sub-Committee (which designates sectors and
companies that will be excluded from Man Group’s RI investment
strategies) of the Responsible Investment Committee.
Our ESG Centre of Expertise (RI team) is responsible for supporting
all our RI activities. Led by Robert Furdak, this team drives the integration
of ESG and engagement into the investment strategies across the firm
and works with all our investment teams who are ultimately responsible
for the integration of ESG into the strategies they manage.
The RI team also works to ensure that the firm stays up-to-date with
new developments, opportunities, evolving regulations and risks in
the sector. The RI team includes ESG thematic research specialists
who provide insight into specific RI topics, strategy oversight, thought
leadership, stewardship knowledge and sector expertise to support
Man Group’s investment teams, as well as ESG data specialists and
dedicated ESG compliance experts.
Risk management framework
Strategic and/or operational ESG risks to our business, including
climate change risks, are managed in the same way and with the
same rigour as other business risks, and are covered by our firmwide
risk management systems (see pages 34 and 35).
The firm’s control environment manages risks in accordance with the
statements made by the Board that reflect the Board’s risk appetite to
the organisation, covering risks as they apply to both investment teams
and the firm itself. If there is a breach of risk appetite, risks will be
resolved promptly in line with the firm’s procedures and processes.
We dedicate significant time and resource to ensure we are abreast
of regulatory changes, and we regularly engage with regulatory
bodies. Responsible investing is a complex, evolving landscape and
our dedicated committees comprising senior members of the firm,
work to address the impact of changes in ESG regulation on our firm
and our investment strategies.
Man Group has a public, firmwide Environmental Sustainability
policy statement to account for our corporate environmental
impact. This policy document outlines our commitment to minimise
the environmental impact of our activities, through responsible
use of natural resources, maximising energy efficiency, reducing
greenhouse gas emissions, zero waste to landfill wherever possible,
and minimising or recycling waste.
Organisational structure
Man Group Board
ESG Leadership
Robyn Grew, Rob Furdak, Steven Desmyter
ARCom
RAF
ESG
Systems &
Governance
Committee
Q
Man Group plc |
Responsible
Corporate
Investment Committee M
Sustainability Committee Q
RI Exclusions
Sub-Committee B
Responsible Investment
Oversight Committee M
Adjudication
Sub-Committee A
Stewardship Committee Q
Meeting frequency
Q
Quarterly
M
Monthly or more
B
A
Bi-annually
Ad-hoc
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information
48
Responsible business continued
Our operations
At Man Group, we seek to act responsibly and sustainably
through our operations.
Carbon net zero commitment
Man Group has committed to achieve net zero carbon emissions
across its operations by 2030. As such, in 2019 we set firm-wide
targets in line with the Science Based Targets initiative to limit
the global temperature increase to a maximum of 1.5°C1 above
pre-industrial levels.
To reach net zero, we will reduce the carbon emissions included
within our ‘totals’, which encompass:
• Scope 1 – Direct emissions from fuel e.g. gas, oil.
• Scope 2 – Indirect, market and location-based emissions from
purchased electricity, heat, steam or cooling for our own use.
• Scope 3 – Upstream leased assets and business travel.
Where possible, we will also take action to estimate the emissions
and reduce the consumption across all other indirect Scope 3
emissions categories.
Further to our emissions reduction activities, we maintain carbon
neutrality across our core operations, defined as the market-based
total on page 49, through the support of certified carbon removal
projects. While we see this as a critical part of a successful energy
transition, we acknowledge that carbon offsetting is only an interim
measure, and that it does not remove the need to reduce our own
emissions in the first instance.
Man Group is a registered supporter of the TCFD – we include
metrics and targets for the firm in line with relevant asset
management guidance.
1 We set firm-wide targets leveraging the Paris Agreement guidance, an international treaty
on climate change adopted in December 2015. The goal of the agreement is to limit global
warming to below 2°C, with a preference of 1.5°C, compared with pre-industrial levels, and
to reach global GHG peak emissions in order to achieve a climate neutral world by 2050.
B
We increased our CDP Climate Change questionnaire score
by two grades in 2022 showing our dedication to transparent
disclosure, heightened awareness and active management of
critical climate issues
Our strategic pathway to net zero
¬ See page 51 for an overview of how we are progressing against our short-term targets.
All Scopes
Scope 1
Scope 2
Scope 3 –
upstream
leased assets
Scope 3 –
business travel
Scope 3 – other
2020
2022
2024
2026
2028
2030
Review targets at least biannually to ensure we stay abreast of the latest climate science
Reduce natural gas and fuel
emissions by 30%
Certify our London headquarters to ISO 14001
Environmental Management System
standards
Reduce global energy usage by 20%
and reduce aggregate Scope 2 market-based
and Scope 3 (upstream) leased assets
market-based emissions by 50%
Move to green gas supplies where available
Upgrade equipment to ensure efficiency and reduce wastage
Upgrade equipment to ensure efficiency and reduce wastage
Increase the adoption of 100%
renewable (certified) supplies by 25%
Improve the efficiency of our data centres
Non-renewable
energy to supply
<10% of operations
Non-renewable
energy to supply
<5% of operations
Continue to prioritise environmental credentials in the selection of new leased assets
Set departmental carbon travel budgets aligned to our SBTi-aligned net zero strategy
Further deploy remote working tools to reduce the need for business travel
Join the Net Zero Asset Managers initiative,
setting interim portfolio decarbonisation
targets for 2030 across our investments
Include environmental expectations
within our Supplier Code of Conduct
Prioritise carbon net zero strategies when refurbishing or relocating offices
Adopt agile working strategies to reduce the need for commuting and overall office space
We review our targets regularly to remain aligned with the
Science Based Targets initiative methodology in limiting
the global temperature increase to a maximum of 1.5°C
from pre-industrial revolution temperatures.
Our baseline year is 2019, with subsequent targets measured
relative to these baseline emissions. Our total market-based
emissions dropped by 70% in 2020, by 72% in 2021 and by
18% in 2022 from our baseline.
Man Group plc |
Annual Report 2022Strategic report 49
Our offices
Given the nature of our business, a large part of the direct
environmental impact of our operations stems from our real
estate footprint; therefore, minimising our environmental impact
is a core component of our real estate strategy. In 2022, we
occupied four buildings certified by LEED (Leadership in Energy
Efficiency and Design), one by BREEAM (Building Research
Establishment Environmental Assessment Method) and one by
NABERS (National Australian Built Environment Rating System),
accounting for 87% of our global headcount. Riverbank House in
London, Man Group’s largest office, is rated ‘Excellent’ by BREEAM.
Following the implementation of audit recommendations such
as energy-saving LED lighting, plant equipment upgrades and
photovoltaic (PV) cells for solar power generation, we are proud
that our Energy Performance Certificate (EPC) rating in our London
headquarters has improved this year from a ‘C’ to a ‘B’.
In 2022, we relocated our New York office ensuring that the
build-out would be accredited as LEED Gold. As part of the project
we used North American suppliers, where possible, to minimise
our carbon footprint.
We aim to procure 100% renewable energy in jurisdictions in
which we have operational control, where such supplies are
available. This currently equates to the usage of 100% renewable
energy across 74% of our operations (based on headcount).
We operate a zero waste to landfill policy in all jurisdictions where
possible, equating to 69% of our operations (based on headcount).
Our systems
We strive to deliver clear and transparent reporting that monitors
the measurable carbon emissions within our control. We monitor
and track our environmental impacts using specialist software
and actively engage with an energy services consultancy to
help us to mitigate risk, maximise opportunities and reduce
our carbon footprint.
All Man Group staff complete a training module outlining
Man Group’s environmental policy and objectives; we also
run environmental awareness campaigns as well as lunchtime
seminars on critical ESG topics to help ensure that we maintain
and build our culture of responsibility across the business.
Greenhouse gas emissions and energy use
tCO2e, unless otherwise stated
Scope 1
Scope 2 location-based
Scope 2 market-based
Scope 3 (upstream) leased assets, location-based
Scope 3 (upstream) leased assets, market-based
Scope 3 business travel
Total (location-based)
Total (market-based)
Energy consumption (kWh, ‘000s)
* These items are included in the scope of our 20223 and 2021 limited assurance reports4.
2 www.man.com/environmental-guidelines.
3 www.man.com/kpmg-carbon.
4 www.man.com/kpmg-carbon-2021.
Man Group plc |
The carbon emissions calculations disclosed in this report are
carried out according to our public Environmental Reporting and
Methodology Guidelines document2, which are subject to internal
checks and controls. To provide our management and stakeholders
with full confidence over our processes and definitions, we have
engaged KPMG with an independent limited assurance opinion
over our corporate Scope 1, Scope 2 and Scope 3 (upstream leased
assets and business travel) emissions, in accordance with ISAE (UK)
3000 and ISAE 3410, and as accepted by the Carbon Disclosure
Project (CDP). The limited assurance report is available online3,
and we recommend that it is read in full.
Emissions from operations
Our mandatory global annual greenhouse gas emissions and energy
use reporting is detailed here pursuant to the Large and Medium-
sized Companies and Groups (Accounts and Reports) Regulations
2008 as amended by the UK, 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.
We include the emissions under the categories of Scope 1, Scope 2,
Scope 3 (upstream leased assets and business travel) within our total
emissions split by our UK and rest-of-world (ROW) footprints. It is this
total that in turn relates to our non-financial KPI (see page 21) and our
executive remuneration (see page 123).
Our total emissions in 2022 have increased predominantly owing to a
significant increase in business travel from 2021, when the impact of
COVID-19 continued to effect our ability to travel. Our annual energy
consumption, measured in kWh, which encompasses Scopes 2
and 3 (upstream) leased assets irrespective of source (renewable
or non-renewable), has reduced by 19%.
Our Scope 1 emissions increased by 30%, owing to unplanned
consumption of gas during unforeseen mechanical issues in our
London headquarters; controls have been put in place to avoid
similar issues in the future. Outside of these unexpected events,
our Scope 1 consumption continues to track downwards in line
with our targets.
Emissions from our Scope 3 upstream location-based leased assets
have decreased by 10% from 2021, owing to improvements in the
efficiency of our data centres. Market-based emissions stemming
from upstream leased assets have increased by 12%, owing to
increased occupancy at locations where we have not yet managed
to secure renewable energy.
UK
826
803
–
717
0
1,714
4,060
2,540
7,863
2022
Non-UK
6
8
–
469
446
1,357
1,840
1,809
1,448
Total
832*
811*
–*
1,186*
446*
3,071*
5,900*
4,349*
9,311
UK
640
1,198
–
918
3
209
2,965
852
9.973
2021
Non-UK
1
5
0
394
394
247
647
642
1.514
Total
641*
1,203*
0*
1,312*
397*
456*
3,612*
1,494*
11,487
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 50
Responsible business continued
Our operations continued
The reduced impact of COVID-19 on global travel patterns has
resulted in an increase in our emissions from business travel in
comparison to 2021. However, emissions from travel remain 17%
below pre-pandemic levels in 2019. We have now implemented a
carbon travel budget at department-level, which is aligned to our
SBTi-aligned net zero strategy in order to ensure that emissions
from travel do not return to pre-pandemic levels.
Whilst emissions reduction activities remain our priority, we maintain
carbon neutrality across all core operations captured under our
market-based total through the support of certified carbon removal
projects. For further details see page 51 of our 2021 Annual Report.
We disclose our reporting emissions as an intensity metric, which
also enables us to monitor emissions independently of changes in
the scale of our activities. We think this is a particularly relevant metric
as Man Group is a people-centric business and we expect that
changes to headcount will naturally impact the real estate we
occupy and the level of business travel in particular.
Intensity metrics
Intensity metrics (tCO2e per FTE)
Total FTE
Scope 1
Scope 2 location-based
Scope 2 market-based
Scope 3 (upstream) leased assets
location-based
Scope 3 (upstream) leased assets
market-based
Scope 3 business travel
Total (location-based)
Total (market-based)
2022
1,558*
0.54*
0.52*
–*
2021
1,426*1
0.45*
0.84*
0.00*
0.76*
0.92*
0.28*
1.97*
3.79*
2.79*
0.28*
0.32*
2.53*
1.05*
* These items are included in the scope of our 2022 and 2021 limited assurance reports and
2021 limited assurance reports.
1 For the purposes of our environmental reporting we have only included permanent
or fixed-term contractors (we exclude consultants and third-parties).
We continue to expand the breadth of our Scope 3 emissions
disclosures to include more categories for which we consider
our emissions significant. In 2021, we included emissions data
covering emissions from our corporate investments, downstream
leased assets and waste and water. This year, we also include
estimated emissions from our procurement activities as well as
staff commuting patterns and their teleworking footprint. We
leverage actual data, wherever possible, but for our teleworking
and commuting estimates we have relied upon UK national averages
(as 69% of our total workforce is UK-based) in line with the GHG
Protocol ‘average-data method’ as a proxy for our global workforce;
and for our procurement estimate we have leveraged supplier Scope
1 and Scope 2 data where available (which represents 38% of our
total 2022 expenditure) in line with the GHG Protocol ‘spend-based
method’ as a proxy for our total expenditure across goods,
services and capital assets.
Further Scope 3 estimates
tCO2e
Emissions from investments
Downstream leased assets, location-based
Downstream leased assets, market-based
Waste and water
Procurement activities
Teleworking and commuting
2022
61,056
111
267
6
1,222
2,860
2021
52,545
320
202
5
1,354
2,928
Methodology
Approach
We present a high-level overview of how we have calculated the
carbon emissions figures disclosed on page 49. Full details of
our emission calculation methodologies can be read within our
Environmental Reporting and Methodology Guidelines, and details
of the output of our third-party limited assurance exercise over
the categories within our total can be read within our 2022 limited
assurance report.
Throughout our disclosure we use the operational control approach
to our greenhouse gas inventory and reporting boundary, excluding
consultants, outsourced service providers and joint ventures. At all
locations where Man Group is responsible for the utility costs, our
Scope 1, 2 and 3 leased assets emissions data is gathered, validated
and reported on using the GHG Protocol – A Corporate Reporting
Standard as our framework.
We applied the latest UK Government’s Greenhouse Gas Conversion
Factors, the Department for Environment, Food and Rural Affairs
(DEFRA) and IEA (International Energy Agency) emission factors.
Based on the nature of our emissions and the consistency month-
on-month, we believe this is an appropriate representation of
Man Group’s global annual emissions.
For the purpose of GHG reporting, we use a hierarchy of data
sources that starts with actual invoice, metered or reported data
sources. If these sources are not available, we consider using
estimates, prior year or extrapolated data in a stepped process
that considers seasonality to provide the most accurate results.
We define materiality as the magnitude of triviality for misstatement
in our carbon emissions reporting. The materiality threshold we use is
5% of the total of each emission Scope, which was determined with
consideration for the requirements of our readers and the practices
of our peers. We will report corrections to emissions differences
of more than 5% of the total of each emissions Scope, as well as
differences below that threshold that, in our view, warrant restating
to ensure transparency and accuracy of our emissions reporting
and strategic pathway to net zero targets.
Scope 1 and 2
Emissions under the Scope 1 category include the direct emissions
stemming from the combustion of gas and oil e.g. through the use
of back-up generators during power failures and testing scenarios.
Scope 2 emissions encompass the indirect emissions stemming
from purchased electricity. As the buildings over which we have
operational control utilise 100% renewable energy, the emissions are
considered location-based and our market-based emissions in this
category are negligible.
Where locations were outside of our reporting boundary, for example
the offices of third-party contractors, these emissions are not
included within our GHG emissions disclosure.
Scope 3
We are committed to accounting for and minimising the carbon
footprint of our entire business – our direct emissions, as well as
upstream and downstream Scope 3 emissions as defined by the
GHG Protocol Corporate Value Chain (Scope 3) Accounting and
Reporting Standard. Emissions stemming from business travel such
as flights, rail, taxis and hotel stays have been ascertained through
our third-party preferred travel partners. We include the emissions
from combustible gases such as Nitrogen Oxide (NOx) and Sulphur
Oxide (SOx) stemming from third-party ground transportation.
Man Group plc |
Annual Report 2022Strategic report 51
We disclose emissions relating to our Riverbank House sub-
tenants under the downstream leased assets category. In some
instances, the environmental improvements we make also impact
the emissions of our sub-tenants. Environmental considerations are
strategically built into all procurement and leasing negotiations across
our global real estate, in order to reduce the environmental impact
stemming from our global office operations over which we do not
have operational control. These are reported under the upstream
leased assets category.
Waste consumption from business activities, which includes paper/
cardboard, residual waste/domestic-type waste, electronic scrap,
cafeteria (food) waste, etc., is measured in tonnes and is converted
into tCO2e using UK Government GHG conversion factors.
Water for air conditioning, data centre cooling systems, kitchens/
cafés, indoor plants, sanitary installations and external grounds/
gardens is measured in cubic metres and is converted into tCO2e
using UK Government GHG conversion factors.
In 2021, for the first time, we disclosed the emissions stemming
from our corporate investments under the ‘Emissions from
investments’ category. In 2022, this disclosure encompasses
67% of our seed capital and 99% of our fund investments held
for deferred compensation awards. This is calculated using the
same methodology as the carbon disclosure of our assets under
management, which leverages the TCFD recommendations,
as described on page 62.
In line with GHG Protocol guidance, we have also estimated our
carbon emissions related to staff commuting, working from home
and procurement. In doing so, we have used the GHG Protocol
‘average-data method’, which, unlike for our other calculations,
involves estimating emissions based on available data as a proxy
for our total emissions. For commuting and teleworking emissions
we use London data as a proxy for our global workforce. For
procurement, we use available Scope 1 and Scope 2 data for a
sub-set of our suppliers (representing 38% of total 2022 expenditure)
as a proxy for our annual spend on goods, services and capital
assets. Considering the assumptions inherent in the average-data
method and the use of only a sub-set of data as a proxy, we
acknowledge the limitations of these estimates. As advised by
the GHG Protocol and the Carbon Disclosure Project, however,
we choose to monitor and disclose estimated emissions across
these categories in favour of non-disclosure.
Performance against targets
As part of our strategic pathway to Net Zero we set both short-term
and longer-term emissions reduction targets in relation to our emissions
in 2019, our baseline year.
During 2022, we reviewed and altered our targets such that they
align with the latest guidance from the Science Based Targets
initiative, which aims to limit global temperature increases to a
maximum of 1.5°C above pre-industrial levels. This requires a
reduction to emissions across all categories by 46.2% from 2019
levels to be net zero by 2030. Resetting our science-based targets
represents a more appropriate and realistic target, in particular
against the Scope 2 and 3 (upstream) market-based leased
asset categories.
We strive to embed environment-related commitments throughout
our organisation, and as such these targets feed into our two
carbon-related non-financial KPIs (see page 21), both of which are
linked to executive compensation, as well as the ESG-based KPIs
linked to our revolving credit facility.
We exceeded our targets in 2020, in part due to COVID-19, and in
2021 we met all of our targets except for our combined Scope 2
and Scope 3 (upstream) market-based leased assets target. The
table below shows that in 2022 we did not meet our Scope 1 target
due to unforeseen mechanical issues with some of the chiller units
at our London headquarters (the issues stemmed from the summer
heatwave and resulted in f-gas leakage from the affected chiller
units). Controls have been put in place to avoid similar mechanical
issues in the future and our Scope 1 consumption otherwise
continues to track downwards in line with our targets.
We have met our Scope 2 and Scope 3 (upstream) location-based
targets. We have not met our Scope 2 and 3 (upstream) market-
based target due to increased attendance at our global offices. This
has led to a renewed focus in 2023 to transition more of our global
offices to renewable energy where possible. In 2022, for example,
our Sydney office switched to a carbon neutral ‘green’ energy plan
and our Tokyo office will switch to green energy in mid 2023. We
have not met our water consumption target owing to increased
office attendance.
Short-term targets and actuals
Scope 1:
Reduce scope 1 natural gas and fuel emissions by 30%
Scope 2 & 3 (upstream) leased assets location-based:
Reduce global energy usage by 10% per year
Scope 2 & 3 (upstream) leased assets market-based:
Reduce emissions by 50%
Scope 3 water:
Reduce baseline usage 2% per year
Man Group plc |
2019
Baseline
1,136
tCO2e
4,253
tCO2e
464
tCO2e
2022
Target
795
tCO2e
2,983
tCO2e
232
tCO2e
27,221m3
25,620m3
2022
Result
820
tCO2e
Not met
1,997
tCO2e
Met
447
tCO2e
Not met
26,807
m3
Not met
2023
Target
772
tCO2e
2,896
tCO2e
386
tCO2e
–
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 52
Responsible business continued
Investing responsibly
At Man Group, our goal is to meet the RI needs of our clients
with solutions that make a difference. We call it Intelligent RI.
We continue to be thought leaders developing appropriate ways
to apply RI in less explored areas such as futures and derivatives,
commodities, private credit, non-listed equities and real estate
investments. These initiatives enable us to add meaningfully to the
development of RI, in particular on the quantitative side but in our
discretionary strategies too. Our diversified range of alternative and
long-only strategies seek to apply the best practices of RI in the
way that is most relevant to their fields of research and we expect
our investment engines to apply the norms and best practices of
RI that are most appropriate for their strategy and asset class.
Firmwide, our commitment to RI spans three core areas –
ESG integration, where we consider and apply ESG criteria in
the investment decision-making process; stewardship, where
we exercise meaningful stewardship and engagement across
our holdings actively; and education and advocacy, where we
participate in industry-wide initiatives to promote RI. Across these
three spheres, we aim to lead the way in advancing the science
behind responsible investing.
As an asset manager and investor, our overarching goal and
responsibility is to maximise long-term, risk-adjusted investment
returns for our clients.
We recognise that there is not one answer to responsible investing
– each of our clients (from corporate pension plans to sovereign
wealth funds), have different needs, and each is on their own
ESG journey. Accordingly, we do not adhere to a ‘one size fits all’
approach across our investment businesses, and seek to leverage
our broad skills and experience – ESG, data science, quant research,
technology, investment – to deliver better outcomes for our clients.
Our multifaceted approach allows us to see things differently.
Processing ESG data is a complex and nuanced exercise; it requires
a data-driven approach to clean, analyse and gain insights from
the multiple data sources available. With over 600 quants and
technologists and more than 35 years of experience in quantitative
investing, including years spent interrogating ESG datasets, we are
in a prime position to leverage our skills to understand nuanced and
non-standard ESG datasets. Our leadership in quantitative investing
and cutting-edge technology allows us to create intelligence-driven
RI solutions across long-only and alternative strategies.
Our culture of innovation means we are continuously exploring
opportunities to improve our processes across our business. Our
unique combination of quant expertise and extensive discretionary
experience in the fundamental analysis of E, S and G issues allows
us to integrate RI concepts across a range of asset classes and
investment strategies we offer.
Stewardship
ESG Integration
Education & Advocacy
As stewards of our clients’ capital, we actively
and responsibly manage their assets in order
to unlock long-term and sustained value.
We view ESG as a natural complement to
traditional financial analysis resulting in a more
comprehensive analysis of a company’s
long-term prospects.
We are committed to promoting and raising
awareness of RI within the firm and more
widely across the investment industry.
¬ See page 58
¬ See page 54
¬ See page 61
Man Group plc |
Annual Report 2022Strategic report 53
The Net Zero Asset Managers initiative
We joined the Net Zero Asset Managers initiative in 2021
to build on our ESG efforts and progress.
The Net Zero Asset Managers initiative, launched in December 2020,
is an international group of asset managers committed to support
investing aligned with net zero emissions by 2050 or sooner.
Currently there are more than 300 signatories, who collectively
manage more than $55 trillion in assets under management.
We joined the Net Zero Asset Managers initiative to raise our own
standards of accountability for portfolio-born emissions, and to
acknowledge the importance of managing climate risk for our clients,
employees, stakeholders, and the environment.
Our commitment:
Examples of current work to reduce emissions:
Carbon budgeting
Ability to apply carbon constraints and
Paris 2°C alignment to portfolios
Stewardship and engagement
To drive alignment at portfolio companies
(a) Work in partnership with asset owner clients on decarbonisation
goals, consistent with an ambition to reach net zero emissions by
2050 or sooner across all assets under management (AUM).
Exclusions
Exclusions based on coal revenues, including
customised options and Man Group’s RI Exclusion List
(b) We have set an interim target for the proportion of assets to be
managed in line with the attainment of net zero emissions by
2050 or sooner. Specifically, ~41% of total Man Group assets
to be managed in line with Net Zero initially (comprised of 100%
of Man Numeric assets and 75% of Man GLG assets based on
Man Group’s AUM as at 31 March 2022). We disclose the WACI
for a number of our key strategies on page 63.
(c) A portfolio decarbonisation reduction target on the
aforementioned portion of AUM: 50% reduction in emissions
intensity by 2030 (compared with a baseline weighted average
carbon intensity as at 2019).
(d) Review our interim target at least every five years, with a view to
ratcheting up the proportion of AUM covered until 100% of assets
are included.
As data availability improves and guidance develops, we look forward
to expanding the scope of asset classes included in our target, as
well as the portion of our AUM that can be managed in line with Net
Zero. We will also seek to expand the scope of target setting beyond
decarbonisation (setting, for example, engagement targets).
We will continue working with network partners and industry bodies,
playing an active role in working groups to assess and develop
methodologies for other asset classes. We will also continue to
expand our climate capabilities across our investment engines
and engage with portfolio companies to encourage them to adapt
their business models, set forward-looking targets and disclose
their emissions.
Man Group plc |
+ Visit our website to find out more
Signatories to Net Zero
Asset Managers initiative
Portfolio decarbonisation
reduction target by 2030
>300
50%
We will continue working with network partners
and industry bodies, playing an active role
in working groups to assess and develop
methodologies for other asset classes.
Jess Henry | Senior RI Research Analyst
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information
54
Responsible business continued
Investing responsibly continued
ESG integration
Man Group actively works to cultivate a diversity of approaches to
identify, assess and integrate ESG-related risks and opportunities.
Indeed, the breadth of Man Group’s investment engines means
that the firm represents a unique intersection of perspectives –
quantitative, discretionary, macro, private markets and asset allocator
– where competing expectations, approaches and applications of
ESG are actively debated.
We believe that material risks can impact long-term value creation
for the companies in which our funds and mandates invest. In
this context, we seek to manage financially material ESG factors
alongside all other relevant investment risks. We view ESG as
a natural complement to traditional financial analysis resulting in a
more comprehensive analysis of a company’s long-term prospects.
In the past, the lack of a definition for ESG investing has meant that it
was perceived more as a qualitative process than a true investment
factor, and we believe that is changing. Throughout the industry
we see diminishing returns for traditional factors, which drives the
search for new, orthogonal factors; ESG may be one corner where
decision-useful investment signals can be found, and we have
taken a quantitative approach to investigating this. We have used
this knowledge and developed an uncorrelated, ESG factor for
real ESG performance attribution, and applied this to many of the
investment strategies we offer at Man Group.
We believe that RI is best addressed through a combination of
top-down and bottom-up approaches. While we have a unified
approach to RI across our firm with respect to organisation, policy
frameworks, stewardship, analytics platforms and participation
in industry activities, we actively and intentionally cultivate a
decentralised approach when it comes to ESG integration across
our investment teams and strategies.
Although we do not impose a single house view in terms of
ESG application, we provide our investment teams with the
ESG resources and tools needed to support and facilitate the
investment decision-making process from both financial and
non-financial perspectives.
To ensure consistency and credibility in our approach to RI,
we have formalised a monitoring procedure for funds that have a
defined ESG approach. We monitor fund managers’ compliance
with our RI policies and fund framework (see below) on an annual
basis. Additionally, dedicated compliance and investment risk
professionals monitor ongoing adherence to ESG-related investment
restrictions and to our RI exclusions list.
Man Group RI Fund Framework
Man Group Base Standard
Man Group RI Informed
Man Group RI Dedicated
Apply Man Group’s
firm-wide exclusions
Support firm
stewardship activities
Strategies that incorporate some
degree of ESG analysis into
investment decision-making
Man RI Exclusion list and/or
enhanced exclusions
on corporate and
non-corporate assets
Increased levels of
stewardship activity
Enhanced ESG reporting
Strategies that fully integrate
ESG into the investment process
Man RI Exclusion list and/or
enhanced exclusions
on corporate and
non-corporate assets
Enhanced stewardship activity
Active engagement
Enhanced ESG reporting
Man Group plc |
Annual Report 2022Strategic report 55
Truly understanding ESG data
As a technology-empowered and data-driven firm, we approach the
implementation of ESG factors with the same scientific rigour and
caution we would apply to any investment risk or opportunity, staying
true to the data and ensuring a robust methodology is in place. ESG
data has matured over the last decade, and we are entering a phase
where the data has both a long-enough history and broad-enough
coverage to make it interesting to quantitative investment firms.
However, unlike traditional quantitative factors sourced from financial
statements and exchange data, ESG statistics are often qualitative,
discretionary and unregulated. The ESG data we obtain from vendors
typically has a short history and is often retroactively collected, and
there are inherent biases in each vendor’s approach.
We have spent considerable time reviewing and understanding the
processes of leading ESG data vendors, and believe our quantitative
capabilities provide a unique position from which to analyse, innovate
and apply ESG datasets. By looking at disparate sets of ESG data
using this approach, we can turn the off-the-shelf variables into
useful and informative signals. This work has given us a strong
understanding of our selected data providers and provides a strong
platform from which to monitor changes to their methodology.
One of the main challenges that quantitative
managers face when incorporating RI into their
investment processes is that ESG data is messy
and subjective. This requires a different approach
to understanding the variables than with traditional
factors. Man Group has undertaken a stringent
process to understand the unique qualities of this
data and develop a multi-source, industry-based
view of ESG.
Robert E. Furdak | Chief Investment Officer for RI, Man Group
Man Group’s quantitative approach to ESG data
1 Quant represents Man Group’s core strength
2 We believe Man Group’s fundamental understanding of
ESG datasets allows us to give meaning to nuanced ESG data
3 Man Group provides an ESG platform of models and
analytics to support and cultivate a pluralism of diverse
strategies across our investment engines
Our firm-wide Man Group RI Fund Framework aims to establish
coherent ESG categorisation across the investment strategies and
asset classes we offer, as shown below:
Additionally, dedicated compliance and investment risk professionals
monitor adherence to ESG-related investment restrictions and to our
RI exclusions list on an ongoing basis.
As at 31 December 2022, $50.0 billion of Man Group’s total AUM
integrates explicit ESG criteria into the investment process. To
provide a consistent framework around Man Group’s calculation
of ESG-integrated AUM, we base our calculation on the Global
Sustainable Investment Alliance (GSIA) categories and definitions.
Man Group’s ESG-integrated AUM is based on the GSIA’s ‘ESG
Integration’ sustainable investment category, which is defined
as the ‘systematic and explicit inclusion by investment managers
of environmental, social and governance factors into financial
analysis’. The ESG integration category is relevant and applicable
to Man Group’s investment process and its use has been approved
by our Responsible Investment Committee (‘RIC’). Using the ESG
Integration approach, our calculation methodology identifies all
relevant funds and mandates for which explicit environment, social
and governance criteria are used in asset selection (discretionary)
or where a dedicated environment, social and governance model
is incorporated in the investment process (systematic). For multi-
strategy/multi-asset portfolios, currently only the portion of a fund
or mandate for which ESG is factored into the investment process
is included1. This approach may evolve in the future as we introduce
dedicated ESG multi-strategy funds and/or mandates, in which case
this disclosure will also be updated so that it continues to accurately
reflect our approach.
The identification of Man Group’s ESG-integrated AUM is undertaken
by our Responsible Investment team, reviewed by the relevant investment
teams, and subject to formal oversight by multiple control functions.
This rigorous process and the resulting ESG-integrated AUM figure is
overseen by the RIC. We have used this approach consistently since
we started publishing Man Group’s ESG-integrated AUM. While we
believe we have a prudent framework for the calculation, we continue
to monitor the development of best practice methodologies.
1 For example, some of our multi-strategy/multi-asset portfolios may only incorporate
ESG factors in certain sleeves or asset classes. For such strategies/portfolios, we only
include the portion of the strategies/portfolios for which we integrate ESG factors into
the investment process.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 56
Responsible business continued
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Q&A
Q: How is Man Group integrating climate models into its
client portfolios?
A: First of all, we recognise that our clients may have different
investment priorities and, in fulfilling our duty, we consider
ESG factors that support their investment objectives. Where
it is consistent with our client’s mandate, we think that climate
integration can generate stock and financial outperformance.
Within our broader climate framework, we focus on four key
areas: the physical cost of climate, the transition cost of moving
to a decarbonised global economy, the stranded fossil assets left
behind, and the opportunities of a greener world. While the first
three of these focus on the risks of investing in certain securities
and sectors given current warming and energy transition patterns,
we also aim to capture the innovators and adaptors in our clients’
portfolios (the opportunity). We think that investors should consider
both the opportunities and risks in the transition to net zero and we
seek to include climate as one of the metrics we analyse across our
asset classes.
For example, we spent almost two years working with one of our
institutional clients to develop a large, climate-focused mandate.
The client wanted to insulate the portfolio from the risks of climate
change and we worked with them to develop a fully customised
strategy. The strategy seeks to capitalise on the alpha opportunities
arising from the energy transition, using an entirely systematic
process. In order to meet the client’s mandate, we developed
a bespoke, cutting-edge proprietary climate model. This model
enables us to measure and model the physical risks of climate
change on all the assets of a company at a very granular level,
using advanced machine learning tools. This is one of the many
examples of how we are seeking to integrate climate models and
ESG in general into our investment processes.
Q: What’s the future for climate change from an
investment perspective?
A: We are only at the very beginning of what will be a multi-century
narrative surrounding the intersection of asset management and
climate change. The key is to calibrate the time horizon of our
climate models to the time horizon of our investment strategies.
We need to know what impact a changing climate will have
on the assets we invest in and how we can act to shape our
portfolios to prepare for what lies ahead. At Man Group, we believe
that climate change will henceforth be an integral part of valuing any
company. To accurately assess the physical risk of climate change
to securities, we need high-resolution models of future perils
and a translation between climate peril and asset damage. To
accurately assess climate opportunities for securities, we need
a full understanding of current climate policy landscapes and
geospatial data on a company’s business activities. These are all
future projections – the delta between what is to come, and the
world today is where alpha lies.
Matt Goldklang
Climate Scientist
Man Group
Q: Please tell us about your responsibilities and areas of
focus in terms of responsible investment at Man Group.
A: My background is in modelling climate change and I joined
Man Group as a Climate Scientist in June 2021. I previously
worked in climate risk analytics and climate impact modelling
after receiving degrees from Yale University and the University
of Copenhagen. Since joining Man Group, although most
of my work has been with Man Numeric, I have been able to
work across its investment engines as they seek to develop their
climate capabilities and offer more responsible investment solutions
to our clients. At Man Group, I have had the freedom to develop
cutting-edge climate models, leveraging the data that is available
externally and integrating it with our proprietary data analytics and
system modelling.
Q: Please tell us more about climate models and the role
they play in asset management.
A: Climate models essentially employ a similar process to weather
models, although climate models analyse broader data over much
longer time periods to establish average conditions over decades
and centuries. Climate models allow scientists to project how our
current carbon-intensive economies will impact the climate. These
models use carbon emissions data to simulate the most important
biogeochemical processes in the Earth System including ocean
currents, ice caps, atmospheric chemistry and forests. Once
climate models are constructed and properly back tested (or
‘hindcasted’), they can then be used to create simulations of future
climate scenarios. The world is getting warmer – even if we act
now. At Man Group we support investors seeking to adapt their
portfolios for a warmer future. We believe that it ought to be
possible to fashion an investment strategy that is both ethical,
sustainable and future-proofed against the inevitable impact of
global heating. Climate modelling is a key tool in this process. This
is not to say that we should give up on efforts to mitigate climate
change: far from it.
Man Group plc |
Annual Report 2022Strategic report 57
AHL TargetClimate: a unique,
systematic multi-asset ESG offering
In 2022, we launched a systematic, multi-asset, long-only
programme aligned with the global transition to a low-carbon
economy. This strategy takes the systematic techniques Man AHL
has honed over the past 35+ years and applies them to a portfolio
made up predominantly of single names, using climate criteria
as the primary driver for asset selection. The programme has
a sustainable investment objective to promote climate change
mitigation and invests in climate-aligned equities, climate-aligned
corporate bonds and green bonds and commodities that are
essential to the green transition. Removing any particular social
and governance laggards, we believe the approach is best in
class, looking for securities that rank highly across a variety of
environmental metrics among Man AHL’s liquid universe.
Climate Integration
Hold a portfolio of climate-integrated assets, chosen
utilising a systematic process that improves when new
data, insights or technological advancements arrive
Risk Management
Use futures to dynamically manage exposure
for risk mitigation during difficult markets and leverage
institutional scale that allows for efficient execution
Multi-Asset
Apply climate principles across a wide investment
universe including commodities, government bonds
and green bonds, as well as equities and credit
Our proprietary ESG tools
We continue to invest in our suite of proprietary ESG tools to power
our data-driven approach to responsible investment. 2022 was a
year of significant expansion, leveraging our quant and technology
capabilities to enhance our ESG Analytics Tool, as well as developing
two new ESG tools.
Our ESG tools have been developed internally under the
direction of Man Group’s RI and stewardship teams, with
close collaboration between risk and performance analysis teams,
technology teams and the investment engines. The sophisticated
design and capabilities of each tool highlights the firm’s collaborative,
technology-driven culture, which helps us achieve our purpose:
to assist our clients in preserving and creating value for the many
millions of individual savers and pensioners that they represent.
ESG Analytics tool
The Man Group ESG analytics tool embeds our proprietary ESG
scores alongside datasets from leading ESG data providers and
standardises ESG reporting for our investment teams and our clients.
The ESG Analytics Tool provides an innovative, standardised
approach to managing ESG risks and opportunities. It is a
proprietary, dashboard-style tool enabling the firm’s investment
teams and clients to monitor non-financial risks and analyse
environmental, social and governance factors on a single-stock,
portfolio and index level. Key features include:
• Applied across equity and fixed income securities for long-only
and alternative strategies.
• Ability to analyse and compare ESG data at a portfolio, sector,
regional, company and index level.
• Embeds Man Group’s proprietary ESG scores alongside datasets
from leading ESG data providers.
• Enhanced, standardised ESG reporting.
• Details of portfolio stewardship and voting statistics.
GAIA (Global Active Issuer Assessment) tool
GAIA is a proprietary, company-wide tool to view issuer-level
ESG-related data and identify sustainable investments. Key
features include:
• Use of the UN SDGs to give us a consistent model for
categorising ESG values for an issuer.
• A systematic approach with a robust methodology for combining
multiple datasets to give the best coverage.
• Monitoring of Principal Adverse Impacts (PAIs), controversies
and Do No Significant Harm (DNSH) for regulatory purposes.
• Ability to display sector and universe-based comparisons.
Engagement tool
We have developed an internal engagement tool that allows our
investment and stewardship teams to review and record company
engagements. Key features include:
• Record and track engagement topics spanning several interactions.
• Record and review proxy voting data.
• View/add engagements on the road via mobile access.
• Benefit from automated/systematic reporting on engagement history.
Man Group plc |
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Responsible business continued
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There are a number of trends in stewardship
that are worth watching out for. First, investors
are becoming a lot more active – from activism
to a growing support for shareholder resolutions
and even co-filing shareholder resolutions.
Secondly, investors are increasingly working
together, often through investor groups and
collaborative initiatives.
Ines Cunha Pereira | Stewardship Manager
Stewardship and engagement
As stewards of our clients’ capital, we actively and
responsibly manage assets in order to unlock long-term
and sustained value.
In 2022, Man Group has advanced its stewardship efforts.
We understand the importance of sound stewardship in
managing investors’ capital, and our approach to RI ensures
that our interests and values are closely aligned with those of
our clients and shareholders.
The template for stewardship across alternative asset classes
and styles of investing remains ill-defined in the asset management
industry. We are addressing this by adopting a top-down approach
to stewardship, so that initiatives undertaken at the firm level filter
down to individual investment engines. We have designed a
firm-wide stewardship approach that drives down stewardship
information and recommendations to all underlying strategies, while
receiving stewardship preferences from Man Group’s discretionary
strategies where company engagement is a key feature. Our
approach to stewardship reflects our key operational strengths using
quantitative research processes to identify engagement opportunities
while leveraging our scale and aggregate ownership in securities to
promote best practices and effect meaningful, positive outcomes
and operational efficiency through our centralised, dedicated
stewardship team.
Our stewardship activity is guided by our commitment to the UK
Stewardship Code and our Engagement Policy, which is set by
our stewardship team and outlines our approach to shareholder
engagement and proxy voting.
As a result of our voting record, our efforts were ranked by
ShareAction, in their report ‘Voting Matters 2022’, as seventh best
out of 68 asset managers supporting resolutions on environmental
and social matters. This recognition reflects the strength of our
stewardship approach and how we consider our voting action
an important factor in driving change.
In 2022, Man Group worked as part of an investor group alongside
the Australian Centre for Corporate Responsibility (‘ACCR’), which
co-filed three sets of resolutions at a Japanese electric utility company.
This represented the first investor group-led climate shareholder
proposals ever filed in Japan and was the result of several months
of collaboration with the co-filing group and engagement with
the company. The co-filing sent a clear message to the investor
community about concerns over the company’s decarbonisation
strategy and received shareholder support.
Man Group plc |
Annual Report 2022Strategic report 59
3. Fund-level engagement
Fund-level engagement is a focus for the firm’s discretionary
investment strategies. In this area, Man Group discharges its
stewardship responsibilities primarily through company interactions
and active engagement undertaken by investment teams within
Man GLG who perform fundamental-oriented investment research.
This allows us to build close working relationships with management
teams to affect change. Other Man Group investment engines also
leverage these efforts.
Progress during 2022:
• We enhanced the framework that defines our fund-level
engagement work, and seek to undertake long-term,
issue-specific engagements with fund holdings.
Most common topic of engagement
Climate change
Number of companies
engaged
Number of countries
covered
176
25
Direct Engagement
Number of companies engaged
Collaborative Engagement
Number of companies engaged
58
120
Engagement by ESG Category
Our approach to stewardship extends across three distinct
dimensions:
1. Firm-level voting and engagement
Firm-level voting and engagement is led by Man Group’s stewardship
team, which oversees all proxy voting and engagement activities at
the firm level including the application of an enhanced ESG voting
policy and direct engagement with companies on several ESG
themes. We believe that by engaging with the companies we
invest in on behalf of our clients and funds, we can improve our
understanding of them and ultimately protect and enhance the value
of the investments we make. We also believe that maintaining high
standards of corporate responsibility has the potential to protect
and enhance investment returns. Our investment process therefore
seeks to assess this on an initial and ongoing basis and monitor
and engage with investee companies over time to promote good
governance. Engagement activity is consolidated at the firm level
to leverage Man Group’s scale and aggregate ownership in securities
to promote best practices related to ESG matters.
Progress during 2022:
• More active engagement using quantitative and
qualitative analysis.
• Continued focus on transparency, published in our
Engagement Policy and Stewardship Report.
• PRI score of 78 vs. median score of 60 for investment
and stewardship policy.
• UK Stewardship Code signatory.
• ShareAction – Ranked 7th out of 68 asset managers
(96% voting score on environmental and social issues).
2. Collaborative engagement
The second dimension – collaborative engagement with other
institutional investors and organisations to engage with companies
on ESG specific issues – is also managed at a firm-wide level by
Man Group’s stewardship team and the RI team. We see merit in
collaborating on RI and ESG-related standardisation through investor
groups and initiatives and to work with other investors to address
collective concerns and achieve positive outcomes. We believe that
engagement activities should go beyond company-specific meetings
to address some of the broader themes relevant to the markets
in which we invest. We recognise the benefits of different forms of
engagement and the advantages of working collaboratively – from
combining shareholder power and maximising influence, to sharing
resources and expertise.
Progress during 2022:
• We signed up to various collaborative engagement initiatives,
including UN PRI ‘Advance’, Ceres ‘Valuing Water Finance
Initiative’, ShareAction ‘Long-term investors in People’s Health’
and FAIRR ‘Biodiversity Loss from Waste & Pollution’ – through
which discussions with target companies will be ongoing
through 2023.
E
S
G
43%
41%
16%
Firm-level engagement conducted by
Man Group’s stewardship team. Excludes
selective and active company engagement
at the sub-group level, conducted by the
investment teams within Man GLG.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 60
Responsible business continued
Investing responsibly continued
Stewardship and engagement (continued)
Proxy voting
Man Group’s dedicated stewardship team oversees all proxy
voting activity at the firm level. The stewardship team works
with a third-party proxy adviser that provides research and
recommendations based on the firm’s voting policy. We use
this as the basis for our decision and complement the adviser’s
custom recommendations with our own research. We recognise the
importance of using our voting rights to encourage sound corporate
governance practices at our investee companies and update our
voting policy and guidelines annually to ensure they meet evolving
best practice and investor expectations.
In 2022, we strengthened our Proxy Voting Policy in two key areas:
climate (including related risk mitigation and disclosure); and diversity.
Meetings voted
7,201
approx. 98% of votable shareholder meetings
Proposals voted
74,100
approx. 97% of votable items
Engagement case study 1
Region:
Asia and Pacific
Objective
To secure a commitment from the company to
strengthen its emissions reduction target.
Sector:
Materials
Topic:
Climate change
Summary
An investor group comprised of Man Group,
Storebrand, and the Australian Center for Corporate
Responsibility engaged with the company ahead
of its annual general meeting. This comprised
of a letter, followed by multiple meetings
with management, discussing the ambition of
existing targets, the strategy to achieve them,
and whether current incentives for management
via the remuneration policy were sufficiently
aligned with these goals. As a result, the investor
group successfully secured enhanced climate
commitments from the company, including:
1) A focus on exceeding its current 30% emissions
reduction target by 2030;
2) Annual shareholder consultation on technology
investment to meet target;
3) A commitment to link executive remuneration
with the company’s medium term business plan.
Engagement case study 2
Objective
To ask the company to set GHG emissions
reduction targets aligned with the goals of the
Paris Agreement and for capex and executive
remuneration to reflect these targets.
Summary
The first institutional investor group-led climate
shareholder proposals filed in Japan were voted
on by shareholders at the company’s 2022 annual
meeting. The resolutions were co-filed by an
investor group that included Man Group, Amundi,
and HSBC Asset Management, alongside the
ACCR. Three proposals were filed:
1) to set Paris-aligned emissions reduction targets;
2) to disclose alignment of future capital investment
against targets, and;
3) to disclose how its remuneration policy
incentivises climate goals.
The resolutions received 26%, 18% and 19%
support respectively, representing a strong call by
the company’s shareholders to strengthen the firm’s
decarbonisation strategy.
For more information on our proxy voting please refer
to our Global Proxy Voting Summary Report available
on our website.
Increased voting support
% Votes in favour of shareholder resolutions in 2022
Region:
Asia and Pacific
Sector:
Utilities
Topic:
Climate change
Environment
98%
Social
78%
Governance
46%
Source: Man Group database; as of 31 December 2022.
Man Group plc |
Annual Report 2022Strategic report
61
Man Group’s ‘A Sustainable Future’ is one of the
most established and widely listened to podcasts
in sustainable finance. With a roster that includes
leading regulators, policymakers, academics,
investors and thought leaders, our mission is
to understand, critique and contribute to the
sustainable finance discourse.
Jason Mitchell | Head of RI Research
Education
We are committed to promoting and raising awareness of RI
within the firm and more widely across the investment industry.
Our commitment to RI involves promoting education and setting
standards through participation in industry-wide initiatives.
Man Group is proud to be involved with many industry groups
that promote responsible investment practices. Man Group is a
signatory to the Institutional Investors Group on Climate Change
(IIGCC), the International Sustainability Standards Board (ISSB)
and the Standards Board for Alternative Investments (SBAI). These
organisations aim to develop and reinforce frameworks for better
implementation and adherence of ESG, as well as governance for
the alternative asset management industry.
In addition to our active participation in industry initiatives, we also
seek to produce high-quality research through the Man Institute and
thought leadership around pressing ESG issues. Highlights of our
industry involvement and research during the year include:
• We produced a number of proprietary research papers, including
‘Carbon Emissions: Under the MicroScope3’, published in the
Journal of Impact and ESG. This paper explores how carbon
emissions can be viewed through the lenses of Scope 1, 2 and 3
and how subjective interpretations remain an issue.
• In 2022, we continued to expand our involvement in industry
bodies which promote improved climate disclosure, such as
the Climate Financial Risk Forum (CFRF), where Jason Mitchell,
Head of RI Research at Man Group, is on the Disclosure, Data
and Metrics Working Group.
• Head of RI Research, Jason Mitchell, was elected as the
new Chair of UKSIF. UKSIF works to bring together the
UK’s sustainable finance and investment community and as
Chair, Jason will fulfil a leadership role on the board and work
closely with the CEO to ensure that the board’s decisions are
implemented and that the organisation’s strategic goals are
met. Jason will be joining at a unique time in the UK following
the FCA’s cutting-edge Sustainability Disclosure Requirements
(SDR) regulation – making the UKSIF’s sustainable investing
mission more important and relevant than ever.
• The continuation of our podcast series, ‘A Sustainable Future’,
featuring commentary from asset owners, managers, consultants,
academics and policymakers on pressing ESG issues. Hosted
by Jason Mitchell, the podcast makes a conscious effort
to create a neutral ground, combining critical commentary
from asset owners, managers, consultants, academics and
policymakers on pressing ESG issues. The podcast serves as
an educational tool, sparking conversation and debate around the
intersection of ESG, regulation and public policy. The listener base
of investors, policymakers and academics means the podcast
has the capacity to influence investor approaches to ESG and
public policy developments.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 62
Responsible business continued
Investing responsibly continued
As stewards of capital and long-term investors, we acknowledge
our responsibility to monitor and address climate change
risks and opportunities through our own investment decisions,
as well as through our influence on investee companies.
In line with the TCFD’s recommendations, we have disclosed GHG
emissions for our AUM and the WACI for our key investment strategies.
WACI measures a portfolio’s exposure to carbon-intensive
companies, expressed in tonnes of CO2 emissions per million
dollars of revenue from companies in the portfolio. In contrast to total
GHG emissions for AUM, WACI is not impacted by changes in AUM.
Methodology
Datasets
We rely on external and internal data for our analysis. Our primary
source of external data is S&P Trucost, which provides carbon
emission data by issuer. The data includes Scope 1 and Scope 2
GHG emissions, reported annually by companies or in some cases
estimated by S&P Trucost, as well as revenue data for the purposes
of the calculation outlined above.
It is important to highlight this data has several limitations. It is
primarily available for single name corporate instruments, which is
only relevant to a portion of our AUM. Providers also prioritise data
related to corporate equity, whereas corporate credit coverage is
generally lower and certain markets such as small and mid-cap
issuers either have poor company disclosures or limited coverage.
Lastly, there is often a lag in the data driven by the timing of company
reporting or the provider’s data collection that presents a lack in
continuity. We recommend our metrics are read with these limitations
in mind.
Our internal data is used primarily for AUM and underlying exposures.
AUM in scope
The firm’s total AUM as at 31 December 2022 was $143.3 billion.
We exclude our investments in private markets and CLOs from
the analysis due to limited data availability. We also exclude AUM
where the investment decision is ultimately made by a third party
(e.g. multi-manager solutions and emulation mandates).
The AUM in scope for the purposes of calculating GHG emissions
and WACI is $110.1 billion, or 77% of the firm’s total.
Our approach
We use the total exposure of all long positions related to the
$110.1 billion of AUM in scope for our WACI calculation. We think
total exposure is most appropriate as it captures any leverage used
in the investment strategy or, conversely, any under investment. This
is particularly relevant to capture the underlying exposures of several
of our alternative investment strategies more accurately. Any financial
instruments (e.g. derivatives) are also included where possible based
on their underlying exposure. While there are different views within
the industry as to the application of short positions in the emissions
context, we believe long exposures through physical securities are
the most direct representation of ownership and engagement rights
with companies. We do not decompose any holdings in indices for the
same reason. Our findings are therefore presented showing coverage
as a percentage of total exposure of all long positions weighted
by the proportion of total AUM they represent, without netting off
exposure from short positions, or decomposing indices into their
underlying constituents. We acknowledge that a consensus around
methodologies will develop over time, and we will seek to incorporate
this into our analysis in the future.
Man Group plc |
Annual Report 2022Strategic report 63
Metrics
We have used carbon emission data by issuer for total exposure of all long positions at the strategy level at 31 December 2022, 31 December 2021
and 31 December 2020 to measure total emissions from our AUM and calculate WACI by strategy, as well as to show a year-on-year trend in
line with the TCFD’s recommendations.
Our findings show that total emissions from AUM in scope have reduced over the course of 2022. While long exposure coverage has decreased
marginally, our long emissions (absolute) have decreased from 12.0 million tCO2e to 10.8 million tCO2e. Coverage remains relatively low considering
the range of instruments we trade, and is also influenced by other factors (e.g. total underlying exposure, which can vary significantly and
change frequently).
Absolute emissions (million tCO2e)
Total assets under management in scope
Data
Scope 1 & 2
Coverage
47%
December
2022
10.8
Coverage
38%
December
2021
12.0
Coverage
41%
December
2020
13.9
The table provides a WACI for the key strategies from across our business, aligned to the strategies for which we disclose performance data
in our 2022 year-end press release1.
As illustrated in the table, coverage is significantly higher for long-only strategies as most of the holdings are in single name equities, whereas
coverage for alternative strategies, particularly our quantitative strategies, is lower as allocations to corporate instruments are typically small
or via index exposures. FRM Diversified II is part of our multi-manager offering and as the ultimate investment decision lies with a third-party
manager, these are excluded from this analysis. Although our analysis is focused on WACI, we continue to consider which other carbon
footprinting and exposure metrics may be useful for decision-making.
WACI (tCO2e/$m revenue)
AHL Alpha
AHL Dimension
AHL Evolution
AHL Diversified
GLG Alpha Select
GLG Event Driven
GLG Global Credit Multi Strategy
AHL TargetRisk
Alternative Risk Premia
GLG Global EM Debt Total Return
FRM Diversified II
Numeric Global Core
Numeric Europe Core
Numeric EM Core
GLG Continental European Growth
GLG Japan CoreAlpha
GLG Undervalued Assets
GLG High Yield Opportunities
Data
Scope 1 & 2
Scope 1 & 2
Scope 1 & 2
Scope 1 & 2
Scope 1 & 2
Scope 1 & 2
Scope 1 & 2
Scope 1 & 2
Scope 1 & 2
Scope 1 & 2
n/a
Scope 1 & 2
Scope 1 & 2
Scope 1 & 2
Scope 1 & 2
Scope 1 & 2
Scope 1 & 2
Scope 1 & 2
Coverage
<10%
15%
<10%
<10%
45%
45%
66%
<10%
74%
<10%
n/a
100%
99%
99%
99%
99%
96%
23%
December
2022
35
238
97
53
207
80
222
0
279
0
n/a
91
114
200
167
142
233
33
Coverage
<10%
<10%
<10%
<10%
69%
28%
32%
<10%
53%
<10%
n/a
92%
94%
83%
86%
99%
90%
19%
December
2021
37
104
117
55
292
9
105
0
363
0
n/a
111
232
270
38
115
149
77
Coverage
<10%
<10%
<10%
<10%
72%
53%
49%
<10%
11%
<10%
n/a
95%
95%
91%
77%
100%
90%
29%
December
2020
15
86
45
23
316
140
93
0
160
0
n/a
93
169
367
43
322
156
248
1 The analysis has been completed for the lead share class of each strategy.
Determining the methodology used to calculate emissions metrics (e.g. WACI) and associated targets is an area that is evolving rapidly.
We are focused on refining our analysis and disclosures continually, as data availability and quality improve. From 2023, we are looking
to incorporate datasets from Sustainalytics and MSCI into our calculations and overlay internally developed tools and analysis to cleanse
and increase the accuracy of all three data sources. This ultimately will improve the quality of our calculations and reporting. We will also
endeavour to incorporate our own estimates, where possible and relevant, for private assets that are not included in datasets from vendors.
This change in our approach, which we hope will increase the level of coverage across our assets under management, may require us
to restate our historical calculations in future years, but we are committed to providing transparent metrics of the highest standard to our
shareholders and clients.
Outside of carbon emissions and intensity metrics, we are also able to monitor and report on a range of carbon-only metrics, subject to data
availability, for our clients. These include more esoteric metrics, including forward-looking temperature alignment assessments. Our ultimate
aim is to support our clients’ and shareholders’ transition to a low-carbon economy by incorporating best practices into our carbon reporting
as they emerge.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 64
TCFD
We have made valuable enhancements to our climate-related disclosures
in 2022. We have included disclosures consistent with the TCFD’s
recommendations, providing further transparency on our approach to
managing climate-related risks and opportunities across our business.
As a company, and as an asset manager, we have provided
information on all four pillars and 11 recommendations in
our Annual Report, incorporating the supplemental guidance
provided for asset managers by the TCFD.
According to our own assessment, we comply with the majority
of the recommendations; when we don’t, we have explained the
reasons why we believe they are not applicable or material to our
business, or why improvements are still required.
Disclosure
recommendation
Governance
The Board’s oversight
of climate-related risks
and opportunities.
Management’s role in
assessing and managing
climate-related risks
and opportunities.
Strategy
Climate-related risks and
opportunities the organisation
has identified over the short,
medium and long term.
Man Group assessment / 2022 Annual Report reference
Compliance
Our ESG governance structure encompasses all elements of Man Group’s RI and Corporate Sustainability
mandates, including all climate-related risk and opportunities, and ensures oversight, controls and reporting lines
are in place up to and including the Man Group Board.
The Board has collective responsibility for climate oversight and for setting the firm’s climate strategy. The Board
monitors climate-related risks and opportunities through its receipt of reporting from the ESG Leadership team.
The Audit and Risk Committee, specifically, has delegated authority to ensure compliance with regulations and
disclosures related to climate, sustainability and other ESG considerations.
Further details on the Board’s oversight can be found in the Board effectiveness section (page 88) and an
outline of our ESG governance structure, including the frequency of meetings, can be found on page 47 of
the Responsible business section.
Man Group management have a key role in assessing and managing climate-related risks and opportunities.
Our ESG leadership team comprises members of our senior management who, in conjunction with the
Man Group Board, set the overarching ESG vision and strategy for the firm.
There are five dedicated and distinct sub-committees that each have established processes to identify, assess,
and monitor risks and opportunities; they regularly inform and report on climate-related risks and opportunities
to both the ESG leadership team and the Board.
We outline more details on management’s role in assessing climate-related matters and our governance structure
in the Responsible business section (page 47) and the Board effectiveness section (page 88).
We assess climate-related risks and opportunities on a short-term (one to five-year time horizon), medium-term
(five to ten-year time horizon) and long-term (ten to 30-year time horizon) basis.
The key short-term risks and strategic opportunities for Man Group relate to our ability to integrate meaningful
climate-related analysis into our investment strategies to meet and exceed our client expectations. Associated
reputational risk arises from any suggestion of greenwashing if the ESG credentials of a strategy or product do
not meet client, regulatory or wider public expectations.
Medium-term risks and opportunities include market disruption or volatility triggered by weather events and
disruption to transport and working arrangements, which could lead to increased costs (e.g. procurement,
insurance or taxes) and restrictions on business practices e.g. limitations on international travel to meet clients.
Longer-term physical risks include major business or market disruption following severe weather events and
long-term impacts on employee health and well-being.
We have described our climate change risks using the Risk and Control Self-Assessment (RCSA) for the
short-term risks and by conducting an emerging risks assessment for the medium- and long-term risks.
Both processes assess risks by likelihood and impact. We expand on the above climate-related risks and
opportunities, how we determine materiality, and how we mitigate these risks in the Risk management section
(pages 34 and 35).
The resilience of the
organisation’s strategy
taking into consideration
different climate-related
scenarios, including a 2°C
or lower scenario1.
As the world transitions towards a low-carbon economy, our investment performance could be impacted by
fundamental moves in underlying asset prices or liquidity. We have created a proprietary ESG analytics tool to
facilitate analysis of the underlying exposures through a dedicated ESG lens.
We outline the resilience of our business, including our range of products and strategies, to future climate shifts
in the Risk management section (pages 34 and 35) and in the Responsible business section (page 51) under
Performance against targets. We have also assessed the resilience of our balance sheet.
Although the directors and management have considered the impact of climate change, currently none of
Man Group’s plausible downside scenarios are materially driven by specific adverse impacts as a result of
climate change.
1 We set firm-wide targets in line with the Paris Agreement, an international treaty on climate change adopted in December 2015. The goal of the agreement is to limit global warming to below 2°C,
with a preference of 1.5°C, compared to pre-industrial levels, and to reach global GHG peak emissions in order to achieve a climate neutral world by 2050.
Man Group plc |
Annual Report 2022Strategic report 65
Key:
Compliant
In progress
Disclosure
recommendation
Strategy continued
Man Group assessment / 2022 Annual Report reference
Compliance
The impact of climate-related
risks and opportunities on
the organisation’s business,
strategy and financial planning.
We view the climate transition as not only a risk, but also an important driver of growth and opportunity in our
business. The impact on our business, strategy and financial planning is discussed throughout this report, with
our firmwide strategy for managing and addressing climate-related risks and opportunities discussed on page 15
of the Strategy section, and risk mitigants are discussed in the Risk management section on pages 34 and 35.
We describe our plans as an organisation for transitioning to a low-carbon economy as well as discuss specific
activities intended to reduce GHG emissions in our operations within the Responsible business section on pages
48 and 49, and lay out our targets as well as how we are progressing against them on page 51.
Climate change has not had a material impact on our financial performance and position to date, and while we
actively seek to minimise the impact on the transition to a low-carbon economy, senior management does not
currently expect the impact of climate-related risks and opportunities on the Group financial statements to be
material. Further discussion the impact of climate on our financial statements, and the steps we are taking to
incorporate climate-related issues into our financial planning process can be found in the CFO review (page 27)
and Note 3 to the Group financial statements.
We have not reflected a holistic picture of the interdependencies among the factors that affect our ability to create
value over time, and recognise further progress is required in this area. We aim to comply with this requirement in
the medium term, as climate-related risks and opportunities to our business become better understood.
Additional recommendations
included in the supplemental
guidance for asset managers.
We believe that the asset management industry has a role to play in fighting climate change and 2022 has marked
another milestone in our commitment to this cause. We must consider how climate-related risks and opportunities
are factored into relevant products or investment strategies, and we believe that we are particularly well placed to
do this because of our technical capabilities across the firm.
Risk management
The organisation’s process
for identifying and assessing
climate-related risks.
We believe we have a competitive advantage from our 35+ years of working with data to be able to solve complex
ESG problems for our clients and their portfolios (pages 54 and 55). More detail on how we create customised
climate models can be found on page 56 and how we utilise our technology to factor climate-related risks and
opportunities into our products and investments strategies can be found on page 57. We also address industry-
specific considerations related to these risks and opportunities within the Risk management section (pages 34
and 35).
We address how climate-related risks and opportunities are reflected in the financial statements in the CFO review
(page 27) and Note 3 to the Group financial statements.
Man Group considers climate risks to the firm over several time horizons, through multi-disciplinary firmwide
risk identification, assessment and management processes. The types of risks considered include current and
emerging regulation, technological changes and upgrades, market risks, reputational risks, acute and chronic
physical operational impacts as well as upstream and downstream risks.
Strategic and/or operational climate change risks, are managed in the same way as other business risks and are
covered by our firmwide risk management systems. By using the same risk assessment framework we are able to
calibrate the relative significance of climate-related risks against our other principal risks, further detail of which can
be found on page 34.
The organisation’s
process for managing
climate-related risks.
Climate change risks are captured in Man Group’s risk governance and reporting framework within the associated
risk category such as investment performance or business continuity. The risk governance framework is owned by
the Board and implemented by the senior management of Man Group, and it is at this level that strategic decisions
are made to avoid, mitigate, reduce or accept risks, including those related to climate change.
How processes for
identifying, assessing and
managing climate-related
risks are integrated into
the organisation’s overall
risk management.
Additional recommendations
included in the supplemental
guidance for asset managers.
We outline our processes for managing climate-related risks in the Risk management section (page 34 and 35).
We monitor and manage climate-related risks through regular reporting and management information processes
for the relevant principal risk the climate-related risk falls within (see risks 1, 7, 11 and 12 of the risk framework),
as well as for the specific climate-related risk (see page 34).
We outline how our climate-related risk management framework processes are integrated into our overall risk
management in the Risk management section (pages 34 and 35).
We address further the industry-specific considerations in relation to climate change risks in the Responsible
business section. We are investing significantly to enhance our approach to managing climate change risks
and believe that our data-driven culture puts us in a prime position to assist our clients in the transition towards
a low-carbon economy. We discuss how we identify and assess material climate-related risks in our investment
strategies on page 57.
We have also made substantial progress in our climate stewardship activities during 2022, and we expand on
these efforts on pages 58 to 60.
We also discuss joining the Net Zero Asset Managers initiative (page 53) as a part of our acknowledgement of the
importance of managing climate-related risks in our portfolios.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 66
TCFD continued
Key:
Compliant
In progress
Disclosure
recommendation
Man Group assessment / 2022 Annual Report reference
Compliance
Metrics and targets
The metrics used by
the organisation to
assess climate-related risks
and opportunities in line
with its strategy and risk
management process.
The targets used by the
organisation to manage
climate-related risks
and opportunities
and performance
against targets.
The metrics and targets we use to assess climate-related risks and opportunities related to our operations are
shown in the Responsible business section; we provide our total carbon emissions and carbon emissions per
FTE, as well as how these metrics have changed over time (pages 49 to 51).
By measuring the cost of carbon in travel, we have taken a first step in considering internal carbon prices during
2022. We will continue to monitor the developments made in this area on an ongoing basis.
Man Group is committed to reaching net zero corporate carbon emissions across our global workplaces by 2030.
We set firmwide targets in line with the Paris Agreement. This year, we set an additional SBTi-aligned strategy
for a 1.5°C scenario by 2030 and created shorter-term carbon emission targets on our path to net zero by 2030,
and had our interim targets approved by the Net Zero Asset Managers initiative (further information on page 53).
The targets we use to manage climate-related risks and opportunities related to our operations are shown in the
Responsible business section (pages 51).
In order to continue to manage climate-related risks and opportunities against our targets, we introduced carbon
emissions targets into our directors’ long-term incentive plans, as set out in the Directors’ Remuneration report
on pages 106 and incorporated carbon considerations in our 2023 budget process. This is aligned with our
emissions targets for business travel through 2030.
We have also prioritised carbon net zero strategies when refurbishing or relocating offices in addition to continuing
to adopt agile working strategies to reduce our office carbon footprint.
Further information on our performance against our targets are shown on page 51.
Scope 1, 2 and 3
greenhouse gas (GHG)
emissions and related risks.
The emissions metrics related to our operations are shown in the Responsible business section (pages 49 and
50). These calculations are in line with GHG Protocol and have been provided for historical periods in order to
allow for accurate comparability and greater transparency.
We have included details on the specific methodology utilised for this calculation on page 50.
Additional recommendations
included in the supplemental
guidance for asset managers.
We describe the metrics used to assess climate-related risks and opportunities within our investment strategies on
page 63, using GHG emissions from our assets under management and the weighted average carbon intensity for
a number of our largest strategies. We also describe the further metrics we supply to clients related to climate, and
our ambitions to improve these calculations, which includes onboarding new data sources in the near term.
The metrics and targets we use to assess, monitor and manage the climate-related risks and opportunities in
our investment strategies are shown in the Responsible business section (pages 57, 62 and 63) as well as in the
Risk management section (pages 34 and 35).
We have only provided the metrics we consider meaningful at this time and will continue to review these on an
ongoing basis and update these as necessary in the future.
Man Group plc |
Annual Report 2022Strategic report Non-financial information statement
67
Man Group has chosen to comply with sections 414CA(1) and 414CB(1)
of the UK Companies Act 2006, although we are not required to do so
as a Jersey incorporated Company.
The table below constitutes our non-financial information statement
and we have included cross-references to other sections of this report
where appropriate. For a description of our business model please
refer to pages 10 and 11.
Our policies
and standards
Due diligence
and governance
Impact and outcomes of
our policies and standards
Related
principal risks
Environment
Environmental
Sustainability
Policy Statement
Describes our
commitment
to conducting our
business responsibly,
minimising the
environmental
and climate-related
impact of our activities.
Reporting in line
with the Task Force
on Climate-related
Financial Disclosures
(TCFD) and signatory
to the Net Zero Asset
Managers initiative
Social Matters
RI Policy and RI Fund
Framework
Outlines our recognition
and support for the
development and
integration of RI
modalities across the firm.
We track our progress through environmental data
compilation systems, which ensure accurate reporting
of measures. Our climate change strategy is set by the
Board. For further information please see page 15.
Our strategy, targets and performance metrics in
relation to our impact on the environment can be
found on pages 46 to 51, which include details of
our departmental-level carbon travel budgets.
On behalf of the Board, the Corporate Sustainability
Committee (CSC) oversees the policies, processes
and operational controls of sustainability risks and
opportunities as a corporate.
Our greenhouse gas emissions data can be found
on page 49.
We maintain carbon neutrality across our direct
corporate operations through the purchase of
verified carbon units (VCUs).
Climate change
risk management
and strategy is
discussed on pages
34 and 35 and as
a principal risk on
page 34.
The Board oversees progress on the development of
our climate-related financial disclosures and is kept
apprised of climate-related risk via the Audit and
Risk Committee.
Disclosures relating to TCFD, feature throughout this
Annual Report. For further information on our approach
see pages 64 to 66.
Man Group remains a signatory to the Net Zero Asset
Managers initiative. We have committed to reducing
greenhouse gas emissions to net zero in investment
portfolios by 2050. In 2022, we set an interim
decarbonisation target for 2030.
Climate change
risk management
and strategy is
discussed on page
34 and 35 and as
a principal risk on
page 34.
We integrate ESG considerations in our investment
decision-making and monitoring across strategies,
in line with the policy and processes overseen by the
Responsible Investment Committee.
Our ESG integrated AUM is $50 billion and we continue
to leverage our technology and data capabilities
to drive ESG integration across the firm and have
developed a suite of proprietary ESG tools to support
investment decision-making and management. For
further information on our RI efforts, please see pages
46 to 63.
RI is linked to
our investment
performance
and reputational
principal risks
on page 30 and
page 33.
Our Responsible Investment Committee oversees the
implementation of our RI policy and processes. The
Board receives regular updates from the RI leadership
team. We review and update our RI policies on an
annual basis.
Man Group now has five dedicated RI committees,
which regularly inform and report on ESG-related
matters to senior management, the ESG leadership
team and the Man Group Board.
Man Group has established an ESG Centre of
Expertise (RI Team), responsible for driving the
integration of ESG and engagement across the
firm. Man Group’s RI team are responsible for the
day-to-day implementation of the Man Group RI Policy.
The diversified nature of our multi-strategy businesses
means that no ESG framework is universally applied.
Accordingly, we apply the norms and best practices
of RI that are most appropriate for the strategies and
asset classes we manage.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 68
Non-financial information statement continued
Our policies
and standards
Due diligence
and governance
Social Matters continued
Engagement Policy
Outlines our approach to
shareholder engagement
and proxy voting,
as stewards of our
clients’ capital.
Our stewardship team oversees proxy voting and
engagement activity at the firm level. The Engagement
Policy was formalised in 2021 by the firm’s appointed
investment managers for our investment engines.
However, fund-level engagement is delegated to
the investment teams.
ManKind Initiative
The Company’s
volunteering programme
which aims to encourage
employee volunteering.
Global Banned
Weapons Policy
Sets out our approach
to Global Banned
Weapons investments.
We prioritise giving back to our communities and this
takes place through various initiatives, partnerships and
channels. For further information on our initiatives see
page 43.
The Financial Crime Compliance team maintains and
oversees this policy and we have developed internal
systems and controls to assist the firm in complying
with the restrictions.
Well-being and
inclusion – Global
Inclusion Statement
We are committed to looking after our people and have
a global well-being programme in place. This includes
guidance given by newsletters, webinars and events
(onsite and virtual).
Impact and outcomes of
our policies and standards
Related
principal risks
Not linked to our
principal risks.
Not linked to our
principal risks.
RI is linked to
our investment
performance and
reputational principal
risks on page 30
and page 33. Legal,
compliance and
regulatory risk is
a principal risk on
page 33.
Not linked to our
principal risks.
The Engagement Policy sits alongside our Voting
Policy Framework. It describes how the firm integrates
shareholder engagement in the investment strategies,
monitors investee companies on a regular basis, conducts
dialogues with investee companies on relevant matters,
exercises voting rights, cooperates with other
shareholders, communicates with relevant stakeholders
of the investee companies, and manages actual and
potential conflicts of interest to the firm’s engagements.
Our stewardship activities can be found on pages 58
to 63.
Man Group is a signatory to the UK Stewardship Code
and the UN-supported Principles for RI. A score of 78
was awarded for Investment and Stewardship Policy.
Senior management actively promote the ManKind
initiative across the firm to encourage employee
participation in volunteering activities. We are pleased
that over 430 employees volunteered a total of over
2,800+ hours to volunteering in 2022.
Man Group has established a firmwide zero
tolerance threshold to limit the firm’s exposure to
Banned Weapons. The funds we manage are not
permitted to directly invest in or finance companies,
which our independent third-party specialist screening
provider believes are involved in the manufacture,
supply or distribution of weapons banned by
international convention.
We have a number of policies and offerings including
Gender Neutral Parental Leave, Employee Assistance
Programme, Tenure Award Leave, and Flexible Working
options. For further information see the People and
culture section on pages 36 to 43.
Man Group was shortlisted in the Employee
Benefits Awards 2022 in the ‘Best Healthcare
and Wellbeing’ category, which recognises our
commitment and comprehensive approach to staff
health and well-being.
Anti-Bribery and Corruption
Ongoing oversight is provided by senior management.
Annual reports from the Money Laundering Reporting
Officer are submitted to the Audit and Risk Committee
and processes and procedures are further reviewed by
Man’s Internal Audit team.
Annual training is provided to employees to ensure they
understand their responsibilities and duties.
Our approach to anti-bribery and corruption is
designed to comply with all applicable laws and
regulations and is overseen by a dedicated team
who work to ensure our policies and practices are
implemented and designed to prevent, detect and
report suspicious activity and red flags.
In addition, risk based due diligence procedures have
been designed to identify and verify the owners and
controllers of relationships to ensure we know our
partners in business, suppliers and clients and that we
are compliant with all applicable laws and regulations.
Failure to implement
effective controls
in relation to
anti-bribery and
corruption is a
principal operational
risk under ‘criminal
activities’ on page 33.
Anti-Bribery and
Corruption Policy
& Financial Crime
Compliance Statement
of Principles
Sit alongside other
policies covering political
and charitable donations,
gifts and entertainment,
fraud, tax evasion,
sanctions, anti-money
laundering and counter-
terrorism financing.
Employees
Global Code of Ethics
and Code of Conduct
and Whistleblowing
Policy
The Company has a monitoring framework which
ensures these codes are regularly reviewed and remain
fit for purpose. Regular training is provided to employees
to ensure they are informed of our expected standards.
Describes our
commitment to
high standards and
professional conduct
Our whistleblowing policy allows staff to raise concerns
anonymously and is subject to independent oversight
by the Audit and Risk Committee.
Employees contribute to our success by adhering
to our core business principles: acting ethically
and with integrity, putting clients’ interests first,
monitoring conflicts of interest, retaining and disclosing
information appropriately and observing high standards
of business conduct.
Employee conduct
is linked to
our operational
and reputational
principal risks on
pages 32 and 33.
Employees are able to raise concerns to an
independent external agency as well as to nominated
individuals internally. Disclosures are reported to the
Audit and Risk Committee.
Man Group plc |
Annual Report 2022Strategic report
69
Our policies
and standards
Due diligence
and governance
Employees continued
Impact and outcomes of
our policies and standards
Related
principal risks
Health and Safety
Policy/Statement
Describes our
commitment to ensuring
the health, safety and
welfare of our employees
by providing safe working
environments and ensuring
Man Group’s statutory
duties in respect of
health and safety are
met at all times.
Diversity, Equity and
Inclusion Initiatives,
Global Inclusion
Statement and
diversity focused
recruitment policy
Governs our approach
to diversity.
‘Paving the Way’
Initiative
Our initiatives focus on
attracting diverse talent
into the Company and
the industry.
Global Talent function
Ensures we nurture our
current talent and attract
new talent.
Human Rights
We track progress through a number of health
and safety systems ensuring accurate reporting
of accidents, incidents and near misses and
prevention measures.
We aim to minimise health and safety risks and we
have an ongoing programme of health and safety risk
assessments and undertake improvements throughout
the year.
On behalf of the Board, the Health and Safety
Committee (HSC) oversees the development and
implementation of our health and safety processes and
procedures. Our Board maintains overall responsibility
for the health and safety and welfare of employees.
We evaluate the safety training needs of employees and
ensure that they receive appropriate training including
induction safety training.
Statutory and regulatory risk assessments are carried
out annually and observations actioned and closed out
in a timely manner.
Employee
well-being is linked
to our operational
principal risks on
page 32.
Our diversity, equity and inclusion initiatives support
Man Group’s commitment to improving diversity across
the Company and within the finance industry more
generally. The initiatives are supported at a senior
level by the Senior Executive Committee and our
Drive (DE&I) Steering Committee (see pages 40 to 41).
We link diversity targets to our revolving credit facility
and executive director compensation. For further
information see page 123.
We achieved gender parity on our Board during 2020
and our Board also meets the ethnic diversity targets
set by the Parker Review.
Not linked to our
principal risks.
Further information on our diversity, equity and
inclusion initiatives can be found within our DE&I report
on the Man Group website.
During 2022 the Board approved an updated Board
Diversity policy. See page 103 for further information.
We actively encourage, support and progress initiatives
that help assist in addressing social barriers that have
historically prevented access to our industry. Our
initiatives are overseen by the Drive (DE&I) Steering
Committee and the Board and senior management
are updated on progress.
As part of the ‘Paving the Way’ initiative we have
partnered with various organisations to address
pipeline recruitment issues. For more information
see the Corporate Social Responsibility booklet on
the Man Group website.
Not linked to our
principal risks.
The Senior ExCo discusses talent throughout the year
and works closely with the Talent team and HR leaders.
For further information see our CSR booklet, our
website and pages 38 and 39.
We have a connected talent management strategy.
Firmwide talent review and succession planning
practices identify our talent development priorities.
For further information see the People and culture
section on pages 38 to 39.
Key person risk is a
principal business
risk on page 30.
Human Rights
Statement and Modern
Slavery Transparency
Statement
Man Group is committed to high standards
of business conduct and this extends to the
commitment to the protection of human rights
throughout the business.
The Board reviews and agrees the Modern Slavery
and Transparency Statement on an annual basis.
Our Human Rights Statement sits alongside our
Global Inclusion Statement and our Modern Slavery
Transparency Statement, showing our commitment
to the promotion of human rights within the workplace,
our operations and how we operate our business.
There are no known instances of modern slavery within
our business.
Negative publicity
is a principal
reputational risk
on page 33. Legal,
compliance and
regulatory risk is
a principal risk on
page 33.
An ongoing programme of due diligence is conducted,
and guidance is provided on our expectations of their
conduct and operation.
Through our current programme we are able to partner
closely with our fund service providers and ensure that
we have detailed oversight of their service provision
and that any issues are promptly identified, escalated
and resolved.
External process
failure by one of our
service providers is a
principal operational
risk on page 32.
The Supplier Code of Conduct was finalised in 2021
and outlines the minimum standards we expect of our
suppliers, as pertaining to considerations around any
economic activities, impact to the environment, as well
as engagement with the wider community.
We endeavour to work closely with our suppliers to
address global social and environmental challenges.
Vendor management including performance reviews
are used to monitor the KPIs/SLAs put in place to
monitor our suppliers.
The Board and senior management review the
appropriateness and progress against non-financial KPIs.
Further information on our non-financial KPIs can be
found on page 21.
Negative publicity is
a principal reputational
risk on page 33.
Negative publicity is
a principal reputational
risk on page 33.
Sets out our high
standards and how
these define and inform
our operations and
prevent modern slavery
from occurring within
the business and
supply chain.
Other
Service Provider
Management Policy
Ensures our fund
service providers are
appropriately selected,
managed and overseen
and that any issues are
identified and escalated.
Supplier Code
of Conduct
Sets out our business
conduct expectations of
our suppliers.
Non-financial KPIs
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 70
Governance overview
Governance overview for 2022
Our purpose and strategic priorities are outlined on pages 2 and 14-15.
This section outlines the role of the Board in overseeing the delivery of
strategy and the governance framework that is in place to support this.
It also explains who our stakeholders are and how the Board considers
their views when making key decisions.
Section 172(1) statement (including principal decisions
and engagement with stakeholders)
The Board of directors confirms that during the year-ended
31 December 2022, it has acted in a way that it believes promotes
the long-term success of the Company for the benefit of its members
as a whole, whilst having due regard to the matters set out in section
172(1)(a) to (f) of the UK Companies Act 2006.
Details of how this has been achieved and the way in which the
Board has engaged with our identified stakeholders, the outcomes
of this engagement and the consideration of stakeholder interests in
principal decisions are integrated throughout this Governance report.
Principal decisions:
D1 Non-executive director appointments
¬ For further details see page 80
D2 Share buyback programmes
¬ For further details see page 82
D3 Reappointment of auditor
¬ For further details see page 86
Board and Committee meeting attendance 2022
Board member
John Cryan
Kate Barker 2
Lucinda Bell
Richard Berliand
Zoe Cruz 2
Luke Ellis
Antoine Forterre
Jackie Hunt 2
Ceci Kurzman
Alberto Musalem
Dev Sanyal
Anne Wade 2
Board1
10/10
9/10
10/10
10/10
3/4
10/10
10/10
7/8
10/10
2/2
4/4
9/10
Audit & Risk
Committee
–
5/5
5/5
5/5
–
–
–
3/4
–
1/1
2/2
–
Nomination
Committee
6/6
–
7/7
7/7
–
–
–
–
–
–
–
6/6
Remuneration
Committee
5/5
5/5
–
5/5
2/2
–
–
3/3
–
2/2
–
5/5
1 One strategy session was also held during the year which was attended by all Board members.
2 Due to conflicting commitments, Zoe Cruz, Kate Barker and Anne Wade were each unable
to attend one Board meeting and Jackie Hunt was unable to attend one Board meeting
and one Audit & Risk Committee meeting during 2022. Some of these Board meetings were
held at short notice to approve specific issues. Each director received the meeting packs in
advance of the meetings for review and consideration, and provided their comments to the
Chair or Committee Chair which were addressed at the meeting as appropriate.
Statement of compliance
The Company is subject to the 2018 UK Corporate Governance
Code (the Code), which is publicly available at www.frc.org.uk.
The Company has, throughout the year-ended 31 December 2022,
applied the principles of, and complied with the provisions of,
the Code except in relation to the following:
Provision 15 of the Code recommends that additional external
appointments for directors should not be undertaken without
the prior approval of the Board. The Board has established
an effective process for approving such appointments. The
process requires directors to inform the Chair of any proposed
external appointment. The Chair then assesses the proposed
appointment and either approves it or, refers the matter to
the full Board for consideration and approval, for example in
a situation where there may be a potential conflict with the
director’s role on the Man Group Board. A description of the
process is on page 89.
Provision 33 of the Code requires that the Remuneration
Committee (the RemCom) should have delegated responsibility
for setting the remuneration of the Chair. The terms of reference
of the RemCom provide that the RemCom has authority to
recommend to the Board but not to approve the remuneration
of the Chair. This is because the Board believes that in order
to provide transparency and allow the views of all directors,
executive and non-executive, to be taken into account, it
is appropriate for all Board members to provide input into
determining the Chair’s remuneration.
Workforce engagement
• Two non-executive directors lead the workforce engagement
programme.
• 18 meetings held with employees during the year.
• Key themes identified during employee feedback sessions
discussed with the Board.
¬ For further information on how we engage with our employees see page 83.
Man Group plc |
Annual Report 2022Governance 71
Diversity of the board and executive management by
gender and ethnicity as at 31 December 2022
The Company has chosen to disclose numerical data on the ethnic
background and the gender identity of the Company’s Board and
its executive management, in line with best practice, and as will
be required from next year by LR 9.8.6R(10). The Company is also
opting to be an early discloser against the Board diversity targets
specified in LR 9.8.6R(9) which will also become obligatory from
next year. Please refer to page 72 for additional information.
Reporting table on sex/gender representation
For the purposes of this reporting, executive management has
been defined as all members of the Senior Executive Committee,
the Executive Committee, and the Company Secretary.
The data in the tables below has been compiled via voluntary
disclosure and recorded in our HR platform (Workday).
Men
Women
Other categories
Not specified/prefer not to say
Reporting table on ethnicity representation
Number of Board
members
5
5
0
0
Percentage of
the Board 1
50%
50%
0%
0%
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair) 2
4
0
0
0
Number
in executive
management 1
21
10
0
0
Percentage of
executive
management
67.7%
32.3%
0%
0%
White British or other White (including minority-White groups)
Mixed/Multiple Ethnic Groups
Asian/Asian British
Black/African/Caribbean/Black British
Other ethnic group, including Arab
Not specified/prefer not to say
7
1
0
0
2
0
70%
10%
0%
0%
20%
0%
4
0
0
0
0
0
26
1
2
0
1
1
83.9%
3.2%
6.5%
0%
3.2%
3.2%
1 Luke Ellis and Antoine Forterre are considered both Board and executive management for the purposes of this reporting.
2 By the end of 2023, we will have 1 woman in a senior Board position following the appointment of Anne Wade as Board Chair.
Board tenure3
Age
Location
1
2
1
3
1. 35–44
2. 45–54
3. 55+
1. US based
2. UK based
10%
40%
50%
2
40%
60%
0–3 years
60%
3–6 years
10%
6+ years
30%
3 Position as at 31 December 2022.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information
72
Chair’s governance overview
Collaborative governance
John Cryan
Chair
I would like to thank my fellow Board members
and the executive management team for their
support throughout my tenure.
Dear Stakeholder
I am pleased to present the Governance report for the year-
ended 31 December 2022. This section will enable you to gain
an understanding of Man Group’s governance framework and
responsibilities and the areas of focus and performance of the
Board over the past year. We recognise the importance of corporate
governance across the organisation and report under the 2018 UK
Corporate Governance Code (the Code).
Board changes
I would like to reiterate our thanks to both Dev Sanyal and Zoe
Cruz who retired from the Board as non-executive directors following
the conclusion of the AGM in May 2022. Jackie Hunt and Alberto
Musalem were appointed as non-executive directors in February and
November 2022 respectively and I would like to thank them for their
contributions to the Board to date.
Kate Barker has decided not to renew her appointment as a
non-executive director for a third term and will therefore be retiring
from the Board on 1 April 2023. I would very much like to thank
Kate for her excellent contribution to the firm over the past six years.
We have significantly benefited from her extensive knowledge of
economic policy and financial markets and are very grateful for her
insights. On behalf of the Board, I wish her all the best for the future.
Chair succession
As I highlighted in my introductory statement, I will be stepping down
from the Board during the latter part of 2023, by which time I will
have served as a non-executive director of the Company for almost
nine years, four of which will have been as Chair. In anticipation
of my expected departure before January 2024, nine years after
my appointment as a director of the Company, the Nomination
Committee spent time considering potential successors and I
am very pleased to confirm that Anne Wade is proposed as the
incoming Chair of the Board. Anne will take over responsibilities
following my departure in the second half of 2023, and I wish
her and the Board every success for the future. Further details
on the Chair succession process are set out by Richard Berliand,
our Senior Independent Director, in the Nomination Committee
report on page 101.
Man Group plc |
Given Anne is currently Chair of the Remuneration Committee
she will be stepping down from this role in line with the Code
recommendations but will continue to remain as a member. We will
announce the appointment of a new Remuneration Committee Chair
in due course who will take over from Anne on her appointment as
Board Chair.
Diversity, equity & inclusion (DE&I)
We remain committed to promoting diversity, equity and inclusion
across the organisation and are proud to maintain a Board with
gender parity that meets the Parker Review ethnicity targets.
Our Board Diversity & Inclusion Policy is set out on pages 102
to 103. Our work continues, and we are pleased to be an early
discloser of Board and executive management DE&I metrics (as set
out on page 71) which will become obligatory under revised Listing
Rules. Whilst there are currently no women in the four senior Board
positions (CEO, CFO, SID and Chair), we expect to meet the target
referred to in the new Listing Rule for at least one such position to be
held by a woman by the end of 2023 following Anne’s appointment
as the Board Chair.
Board activities and effectiveness
It has been another busy year for the Board and a summary
of our key activities is set out on pages 78 and 79. Having held
our strategy sessions virtually for the past couple of years, we were
glad to reinstate our full day strategy session in person this year. The
strategy session provided the Board with an opportunity to review
progress made on longer-term strategic plans, consider Man Group’s
global footprint and discuss options for growth. For the first time, we also
invited representatives from two of our key clients to the session to share
with the Board their views on their relationship with Man Group.
Following a successful externally facilitated Board effectiveness
review undertaken in 2021, we conducted an internal Board
effectiveness review in 2022. We are pleased with the results, which
demonstrate that we continue to be an effective and collaborative
Board. The findings are summarised on pages 90 and 91.
Board priorities for 2023
Given the Board changes detailed above, one of the key priorities
for the Board in 2023 will be ensuring that there is a smooth transition
between Anne and I, as well as with the new Remuneration
Committee Chair.
Following the success of the trip to our Boston office in 2022,
the Board is planning to visit our new office in New York in the
second half of 2023. We look forward to meeting with our colleagues
based there.
Thank you
I’d like to thank all of our people for making 2022 another very
successful year for Man Group. I am proud to have served on the
Man Group Board for almost nine years and am very pleased to have
had the opportunity to lead the Board since 2020 through a period
of profound change for the business and the world alike. I would like
to thank my fellow Board members and the executive management
team for their support throughout my tenure and wish them all the
best for the opportunities and challenges that lie ahead.
John Cryan
Chair
Annual Report 2022Governance 73
Governance structure
Key:
Flow of information to the Board
Delegated authority from the Board
Role of the Board
The Board’s core role is to act in the best interests
and promote the long-term success of the Company
for the benefit of its members, with due regard to the
interests of other stakeholders.
This requires it to:
• determine and review business strategy and
Man Group’s appetite for risk;
• monitor management performance in delivering
against that strategy;
• ensure that risk management measures and
internal controls (including those related to
climate) are appropriate and effective;
Board
• oversee and monitor the embedding of and
adherence to the Company’s business values; and
• ensure that the Company’s financial structure,
resources, talent and culture supports long-
term growth.
In discharging this role, the Board also has regard to
the interests of a wide range of stakeholders, including,
shareholders, clients, employees, business partners
and suppliers, regulators, broader communities and
the environment, in order to build mutual trust and
support the long-term sustainability of the business.
Matters reserved for the Board
To discharge its role, the Board has reserved certain
key areas of decision-making including business
strategy, risk appetite, material acquisitions and
disposals, capital structure and funding, financial
reporting and dividend policy. A full list of the Board’s
reserved matters is available on our website at
www.man.com/corporate-governance.
Audit and Risk Committee
• Reviews the integrity of
the Company’s financial
reports and statements, and
recommends their approval
to the Board
• Recommends to the
Board the appointment
of the external auditor and
reviews their effectiveness
and independence
• Approves the Internal
Audit plan and reviews
the effectiveness of the
Internal Audit function and
management’s response to
their findings
• Reviews and reports to the
Board on the effectiveness of
Man Group’s risk management
and internal controls framework
¬ See page 92
Board Committees1
Remuneration Committee
• Determines and recommends
to the Board the principles
and structure of the Directors’
Remuneration Policy
• Approves the total annual
compensation for individual
executive directors
• Approves the quantum of the
Company’s annual variable
compensation pool and
deferral policies
• Considers and reviews
the remuneration of the
wider workforce
• Approves the total annual
compensation for Executive
Committee members,
Company Secretary and
Remuneration Code staff
• Oversees the Company’s
engagement on directors’
remuneration and reporting
¬ See page 104
Nomination Committee
• Keeps the Board’s size,
structure, composition
and diversity under review in
response to business needs
and opportunities
• Considers the skills, experience
and knowledge required for
Board appointments
• Conducts the search
and selection process
for new directors, taking
advice from independent
search consultants
• Recommends to the Board
preferred candidates for
Board appointment
• Reviews Board and senior
management development and
succession planning to ensure
continuity of resource
¬ See page 100
1 Full Committee terms of reference, which are reviewed and approved by the Board on an annual basis, can be found
on our website. Details of the work of the Committees during the year are given in the separate Committee reports
in this Annual Report.
Senior Executive Committee (Senior ExCo)
The CEO is assisted in the day-to-day management of the firm by the Senior ExCo, from which the Board
receives updates at each meeting through the CEO and CFO reports. The Senior ExCo is responsible for
implementing the Company’s global business strategy and ensuring the strategy is appropriately disseminated
and actioned accordingly within the Company’s two distinct sub-groups in line with the delegated authorities
framework. Further details on the Senior ExCo are available on pages 76 and 77.
Board delegation
to the CEO
All business decisions
and activities which are
not reserved for the Board
and its Committees are
delegated to the CEO.
CEO
CEO’s operating
authorities and procedures
To help manage and control
the business on a day-to-
day basis, the CEO has
implemented a framework
of delegated authorities
and procedures which
applies throughout the firm.
This framework sets out
authority levels and controls
in respect of material business
change, the development
of Man Group’s product
range, non-budgeted
expenditure, recruitment
and compensation, legal
agreements, financial
guarantees and use of the
Company’s balance sheet.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 74
Board of Directors and Company Secretary
A balanced and effective team
Our directors bring diversity of skill, experience and outlook which
we believe leads to better decision-making, creates greater value
and promotes the long-term success of the Company.
N
R
R
A
John Cryan
Chair
Luke Ellis
Chief Executive Officer (CEO)
Dame Katharine (Kate) Barker
Independent Non-executive Director
Appointed
January 2015. Chair: January 2020.
Appointed
September 2016.
Appointed
April 2017.
Background and career
John was CEO at Deutsche Bank AG from July 2015
to April 2018. Prior to this, he held a number of senior
roles at UBS AG and was President of Temasek
in Singapore.
Areas of expertise and contribution
Broad knowledge of international financial markets
gained from experience at leading global financial
institutions and significant understanding of the
regulatory environment in which Man Group operates.
Material external positions
Chair of XCyber Group Ltd, a private cyber intelligence
company based in the UK.
Background and career
Prior to joining the Board, Luke served as President
of Man Group from 2012. Before this, he was Head
and CIO of Man Group’s Multi-Manager Business,
non-executive Chair of Man GLG’s Multi-Manager
activities and Managing Director of Man FRM from
1998 to 2008. He was a Managing Director at
J.P. Morgan in London from 1988 to 1998.
Areas of expertise and contribution
Varied investment management background, strong
and collaborative leadership approach and plays
an essential role in maintaining a positive corporate
culture across the organisation.
Material external positions
Deputy Chair of the Standards Board for Alternative
Investments Limited and Chair of the Board of
Trustees of Greenhouse Sports Limited.
Background and career
Kate was a member of the Bank of England’s
Monetary Policy Committee from 2001 to 2010
and prior to that, she was Chief Economic Adviser to
the CBI. Kate was a Senior Advisor to Credit Suisse
(2010-2016) and a non-executive director of Yorkshire
Building Society (2010-2017) and Taylor Wimpey plc
(2011-2020).
Areas of expertise and contribution
Experience in strategic thinking, economic insight and
broad knowledge of monetary and public policy and
financial markets.
Material external positions
Chair of Trustees for the British Coal Staff
Superannuation Scheme and for the Universities
Superannuation Scheme.
R
A
N
Antoine Forterre
Chief Financial Officer and Chief Operating Officer
(CFO & COO)
Appointed
October 2021.
Background and career
Prior to his appointment to the Board, Antoine
served as Co-CEO of Man AHL from 2017 and COO
of Man AHL from 2015, before which he was Head
of Corporate Development and Group Treasurer
of Man Group. Before joining Man Group in 2011,
Antoine worked at Goldman Sachs in London
and Paris.
Areas of expertise and contribution
Strong background in finance, technology, strategy
and corporate development and comprehensive
understanding of the key drivers of the business as
a result of his previous leadership positions within
Man Group.
Material external positions
None.
Man Group plc |
Richard Berliand
Senior Independent Director (SID)
Appointed
January 2016. SID: May 2017.
Cecelia (Ceci) Kurzman
Independent Non-executive Director
Appointed
February 2020.
Background and career
Richard held senior positions at J.P. Morgan for over
23 years, including Global Head of Prime Services,
Global Head of Cash Equities and Chair of the
firm’s Market Structure practice. Richard was a
non-executive director of Rothesay Life plc and
Deputy Chair of Deutsche Börse AG until 2019.
Areas of expertise and contribution
Deep understanding of financial markets, the
regulatory environment, risk management and
technology gained through senior executive roles in
the financial services sector and a diverse range of
international non-executive positions.
Material external positions
Chair of TP ICAP Group plc*.
Background and career
Ceci was Vice President of Global Marketing for Epic
Records at Sony Music Entertainment and prior to
this, held various positions at Arista Records where
she led marketing and artist development functions.
Areas of expertise and contribution
Deep knowledge of marketing, brand
management and technology, specifically digital
media and digital endorsement and significant
experience with company launches and funding
growth stage businesses.
Material external positions
Non-executive director of Warner Music Group* and
Lanvin Group* and Founder and President of Nexus
Management Group.
Annual Report 2022Governance 75
Executive director
Non-executive director
*
Quoted on a regulated market
N
R
A
Nomination (Chair)
Remuneration (Chair)
Audit and Risk (Chair)
N
R
A
Nomination
Remuneration
Audit and Risk
A
N
R
A
Lucinda Bell
Independent Non-executive Director
Jacqueline (Jackie) Hunt
Independent Non-executive Director
Elizabeth Woods
Company Secretary
Appointed
February 2020.
Appointed
February 2022.
Background and career
Lucinda is a chartered accountant and served as CFO
of The British Land Company plc from 2011 to 2018,
where she also led on sustainability. She was a
non-executive director and Chair of the Audit
Committee at Rotork plc (2014-2020).
Background and career
Jackie is a chartered accountant and has held senior
executive and Board positions including as Chair of
Allianz Asset Management, CEO of Prudential U.K,
Europe and Africa and CFO of Standard Life plc over
a career spanning more than 25 years.
Areas of expertise and contribution
Extensive financial and listed company expertise
as well as valuable experience in ESG matters.
Solid experience as an Audit Committee member
and Chair.
Material external positions
Non-executive director and Chair of the Audit
Committee at Derwent London plc* and non-
executive director of Crest Nicholson Holdings plc*.
Areas of expertise and contribution
Significant UK and international financial services
expertise (including insurance and asset management),
strategic and financial insight, and valuable experience
as an executive director.
Material external positions
Non-executive director of Standard Chartered plc*,
Standard Chartered Bank and Rothesay Life plc.
Elizabeth joined Man Group in February 2014 as
Senior Assistant Company Secretary. She was
appointed Deputy Company Secretary in March 2017
and became Company Secretary in August 2019.
Before joining Man Group, Elizabeth held company
secretarial roles at PwC Legal and Capita, where she
was responsible for delivering support and corporate
governance advice to a portfolio of clients including
FTSE and AIM listed companies, and at Mobeus
Equity Partners where she was Company Secretary
of a number of Venture Capital Trusts.
R
A
R
N
Alberto G. Musalem
Independent Non-executive Director
Anne Wade
Independent Non-executive Director
Appointed
November 2022.
Appointed
April 2020.
Background and career
Alberto founded Evince Asset Management LP
and served as CEO and Co-CIO from 2018 to 2022.
Prior to this, he served as Executive Vice President
and Senior Advisor to the President at the Federal
Reserve Bank of New York. He held a number of
senior positions, including Global Head of Research,
Managing Director and Partner, at Tudor Investment
Corporation and served as an economist at the
International Monetary Fund.
Areas of expertise and contribution
Extensive investment management expertise,
economic and public policy and broad knowledge of
capital markets and regulation.
Material external positions
Non-executive director of Freddie Mac*, a US federal
home loan mortgage corporation founded by the
US Congress.
Man Group plc |
Background and career
Anne held senior roles in research and equity
investment during her 17-year career at Capital
International, including Senior Vice President and
director. She also served as a non-executive director
and Chair of the Remuneration Committee of John
Laing Group plc from 2015 to 2021.
Areas of expertise and contribution
Significant experience in investment management,
from fund management to social finance, ESG and
impact investment.
Material external positions
Non-executive director of Summit Materials, Inc.*
and a Partner in Leaders’ Quest.
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information
76
Senior Executive Committee (Senior ExCo)
Implementing our strategy
Implementing our strategy
From left to right
Eric Burl
Head of Discretionary
Key areas of responsibility
Man GLG and Man Global Private Markets.
Mark Jones
Deputy CEO
Key areas of responsibility
Man AHL, Man Numeric, Man Alpha Technology,
Trading Platform and Core Technology and
data science.
Luke Ellis
CEO
See biography on page 74.
Robyn Grew
President
Steven Desmyter
Global Head of Sales and Marketing
Key areas of responsibility
Global Corporate Sustainability and Responsible
Investing; Man Solutions and Man FRM; Central
Trading, Funds Treasury and Bank Relationships;
Operations; Financial Crime; Corporate Real Estate;
and Communications.
Key areas of responsibility
Global Sales and Marketing, Responsible Investing,
Chair of Man Charitable Trust and member of the ESG
Leadership team.
Antoine Forterre
CFO & COO
See biography on page 74.
Key decisions made during 2022:
• endorsed various changes to the
roles and responsibilities within
senior management across the firm;
• approved the firm’s environmental
sustainability policy, Corporate
Sustainability report and annual
Diversity, Equity & Inclusion report;
• approved funding to the Man Group
Key areas of discussion and focus during 2022:
• continued to consider and assess
potential acquisition opportunities;
• continued to monitor the impact of the
COVID-19 pandemic, with particular
focus on employee well-being and
working arrangements globally across
the firm in addition to regular people and
culture updates;
Charitable Trust; and
• reviewed and considered the
• recommended two buyback
programmes to the Man Group Board
for approval.
implementation of the agile working
model across the firm and the impact
on day-to-day operations;
• reviewed quarterly business
presentations for the investment
engines, Sales, ESG, Technology
and Infrastructure and agreed follow-
up actions;
Man Group plc |
• considered feedback from the
ExCo offsite which included sessions
on the firm’s capital strategy and
inclusive leadership, and agreed
follow-up actions;
• monitored progress and received
regular updates relating to the opening
of new office space in New York and,
in particular, considered the impact to
staff based in New York;
• received updates and discussed
the financial performance of the firm;
• received updates from the UK/EEA and
Rest of World (RoW) holding company
boards; and
• considered and agreed actions arising
from the Man Group plc Board and
Committee meetings.
Annual Report 2022Governance 77
77
Senior ExCo roles and responsibilities
The Senior ExCo, led by the CEO, is responsible for:
• overseeing the investment engines and other business areas;
• ensuring adherence to the risk appetite parameters set by the Board;
• developing (for recommendation to the Board) and implementing
the firm’s global strategy; and
• advising the UK/EEA and RoW holding company boards on key
strategic decisions for implementation.
The Senior ExCo meets on a weekly basis to maintain its broad
operational oversight of the business, discuss top-level strategic and
risk issues and develop proposals for Board review. These regular
meetings are supplemented with formal quarterly governance and
business oversight meetings with key activities and areas of
discussion during 2022 highlighted opposite.
How would you summarise your role and responsibilities on Senior ExCo?
Luke Ellis: As CEO, I am ultimately responsible for the day-to-day management
of the business as well as developing and implementing the firm’s strategy and
setting and maintaining its culture and values.
Some of the Senior ExCo members’ responsibilities changed during the year
following Shanta Puchtler’s retirement. Shanta’s departure prompted me to
look at the make-up of Senior ExCo and the responsibilities of those on the team.
Robyn became our new President, Eric’s responsibilities transitioned from being
Co-Head of Sales and Marketing to becoming Head of Discretionary and Steven
assumed sole responsibility for our Sales and Marketing efforts.
It is a huge credit to the depth of management and talent within the firm that we
were able to reassign Shanta’s responsibilities without needing to look outside
the team we have. We are constantly looking to create opportunities for new
leaders to develop and broaden their expertise so that we continue to be able
to adapt and take things to the next level as a firm.
Mark Jones: I’m responsible for our two quantitative investment engines,
Man AHL and Man Numeric, and our two technology groups, Alpha Technology
and Trading platform and Core Technology.
Our quantitative engines are a distinctive strength of the firm managing the
majority of our AUM across a varied range of long-only and alternative strategies.
Our technology platform is the foundation of how we operate; central to making
sure we deliver for our clients reliably and effectively. A key focus for me is the
quality of our day-to-day delivery and the strength and resilience of our platform.
Delivering alpha at scale to our clients remains a highly competitive endeavour.
We need to keep delivering improvements across our investment strategies,
technology platform and client service capabilities every year to retain our
leadership position. Both our immediate delivery and our research and innovation
are dependent on our people. We want each wave of new joiners to learn from
and then build on their predecessors’ knowledge and skills. It is critical to build
a culture and structure that achieves this. If we do, the firm will continue to evolve
and succeed.
I am also proud to be the senior sponsor of the Families at Man Network
which promotes greater individual and family wellbeing, with a clear focus
on the balance between work and family life.
Eric Burl: My role changed during 2022. I was previously the Co-Head of Global
Sales and Marketing and Head of Man Global Private Markets (GPM) and am
now the Head of Discretionary with responsibility for Man GLG and Man GPM.
My role spans our discretionary investment teams trading strategies in both
public and private markets which covers an asset base of circa $28 billion. On
the public markets side, Man GLG, I have oversight of a range of alternative and
long-only investment strategies across a variety of asset classes. On the private
markets side, Man GPM, we have particular expertise in residential real estate
in both the UK and US. A key area of focus of mine is to identify ways to deliver
sustainable long-term returns for clients through tailored investment solutions.
My other responsibilities are aligned with the firm’s diversity, equity and inclusion
initiatives. I am the senior sponsor of the Women at Man Network, am involved
with the Speakers for Schools programme which aims to give all young people
access to professional networks and GAIN, which promotes women joining the
investment industry.
Robyn Grew: In 2022, I became President of Man Group alongside my roles
as Head of Man Group US and Head of ESG. As President, I am responsible for
our central trading function, fund treasury and operations departments which
allows us to strategically manage our key counterparty relationships. I am also
responsible for Man Solutions and our fund of funds business, as well as
our global Communications, Corporate Real Estate and Financial Crime
teams. As Head of ESG, I chair our ESG Leadership team which spearheads
responsible investing across the investment engines and our corporate
sustainability efforts globally.
Being based in New York allows me to meet with our North American clients and
to further expand our recognition in this critical market. Last year, I also had the
great pleasure of welcoming the team to our new agile office in New York.
Through Man Solutions, my focus in 2023 is to help us to create innovative,
bespoke investment solutions for our clients. The need for alternative investment
solutions has increased as we transition to a regime where liquidity is being taken
out of the system. We believe that solutions that meet the diversification, liquidity
and return expectations of our clients are vital for the next market cycle.
Finally, I sponsor our internal Black Employees & Allies at Man and LGBT+
networks, as well as chairing our Global Diversity, Equity & Inclusion Committee.
We continually strive to benefit our clients, stakeholders and the communities in
which we work, and I couldn’t be prouder of the firm and its people.
Antoine Forterre: My responsibilities on Senior ExCo cover the finance, risk
and people functions.
In 2022, we grew our business despite the volatile and uncertain economic
environment. In 2023, my priorities will be to help refine and execute on our
strategy. For my teams, this will mean continuing to support the growth of the
business, for instance by ensuring that resources and capital are allocated
appropriately, reviewing acquisition opportunities, or hiring and developing
diverse talent across the globe.
As last year demonstrated, if growth is an important focus of our strategy,
sound risk management is also a key differentiating factor of our business model.
In 2023, we will continue to leverage our technological expertise to maintain our
strong investment and corporate risk environments – for instance by refining our
understanding of market liquidity or evolving our overall operational framework.
2022 put our business model to the test, helping demonstrate the value we
can bring to clients and shareholders alike. I am very proud of what the whole
of Man Group delivered, and I look forward to what we will achieve together
this year.
Steven Desmyter: My role on the Senior ExCo, as Global Head of Sales
& Marketing, is to ensure our clients’ best interests are at the heart of all
Man Group’s activities. This means taking a truly holistic and strategic view of
our sales and marketing efforts – focusing not only on products, but on solutions
and relationships.
Having been at Man Group for more than two decades, I’m proud to have forged
and maintained relationships with some of the world’s largest asset allocators;
the insights from them are vital to helping our clients meet their objectives on
behalf of pension-scheme members, charities and many other institutions.
This approach informs my additional responsibilities as Chair of the Man
Charitable Trust and on Man Group’s ESG leadership team. Our approach to
philanthropy and responsible investing reinforce our social contract with clients
and broader stakeholders.
In 2023, I am looking forward to building on our success last year in helping
clients through one of the worst markets in history. Whether their priority
is preserving their capital or building it regardless of the macroeconomic
environment, I believe Man Group can create industry-leading solutions.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 78
Board activities timeline
Key activities of the
Board during 2022
Key to strategy:
1 Innovative investment strategies
2 Strong client relationships
3 Efficient and effective operations
4 Returns to shareholders
Activity
Outcomes
Strategy and business development
Reviewed M&A strategy
and opportunities
Considered and reviewed the approach to M&A and debated proposed
initiatives and opportunities presented by management.
Assessed progress against
strategic plans presented
in 2021
Considered the strategic objectives of the firm, including detailed reviews of the
investment engines and business functions in the context of current industry
trends and discussed the options available to achieve growth.
Link to strategy
and stakeholders
(see key above)
21
3
4
ESC
21
3
4
RBECESC
Received updates on
Technology strategy
Considered the technology capabilities across the firm and the potential
impacts to competitive advantage, brand perception, recruitment, and
operational efficiency.
21
3
4
BESC
Discussed ESG and RI
strategies and initiatives
¬ For further information
see pages 44 to 63
Considered external
perspectives on the
market environment
Reviewed Investor
Relations strategy
US business review
Received updates on the firm’s ESG and RI strategy, considered key trends and
performance of active ESG/RI funds. Discussed the firm’s ambitions to leverage
research, data and subject matter expertise to drive success.
21
3
4
RBECESC
Considered current industry trends and five-year outlook, key growth areas,
and opportunities and expectations around ESG.
Reviewed objectives supporting IR strategy, improvements to IR reporting
processes, investor engagement, changes to the shareholder register, analyst
coverage and positive feedback on Investor Day held in May.
21
3
SC
21
3
SC
Considered drivers for the significant growth in the region in terms of employees,
office footprint and AUM, communication channels between US and UK offices
and integration of US business into the firm’s global governance structure.
21
3
4
REESC
Received update on
Central Trading
Assessed the strength of Man’s execution capabilities, progress on reducing
slippage costs, impact of challenging market conditions and continued focus on
increasing automation.
Received update on
Sales strategy
Discussed areas of focus for 2023 and beyond through promotion of new
strategies and diversification of product range.
21
3
4
RBSC
21
3
4
ESC
Risk management
Analysed Man Group’s
emerging, strategic and
principal risks
¬ For further information
see pages 30 to 34
Assessed effectiveness
of risk management and
internal controls
¬ For further information
see page 28
Examined the potential impact of emerging risks and proposed changes to the
assessments presented. Discussed, challenged and approved the principal
risks and risk management disclosures in the Annual and Interim Reports.
21
3
4
RBECESC
Reviewed Man Group’s systems of risk management and internal controls and
concluded that these continued to be effective.
21
3
4
RBECESC
Timeline
Throughout
the year
Feb, Mar, May,
Jul and Sep
Feb and Sep
May
May
July
Sep
Nov
Dec
Feb
Feb
Monitored progress and
reviewed output of external
audit tender process
Following feedback from management and the ARCom regarding the external
audit tender process, resolved to recommend to shareholders the appointment
of Deloitte as the Company’s auditors at the 2023 AGM.
3
BSC
Reviewed risk appetite and
governance framework
Approved revised risk appetite and governance framework.
21
3
4
RBECESC
Nov and
throughout
the year
Nov
¬ For more information on our strategy
¬ For more information on our stakeholder groups
see pages 14 and 15
see pages 80 to 87
Man Group plc |
Annual Report 2022Governance 79
17%
21%
22%
25%
15%
Timeline
Feb
Feb and Jul
Feb and Jul
Jun and Dec
Sep
Jan
Key to stakeholder:
C Clients
S Shareholders
E Employees
C Communities
E Environment
B Business partners and suppliers
R Regulators
Board activities
1
5
4
3
1. Innovative investment strategies
2. Strong client relationships
3. Efficient and effective operations
4. Returns to shareholders
5. Governance and other
2
Activity
Outcomes
Link to strategy
and stakeholders
(see key above)
Approved the 2022 Budget and 2022-24 MTP having reviewed the underlying
assumptions for net flows, performance, revenue margins and costs.
43
BECESC
Reviewed, challenged and approved the 2021 Annual Report and the 2022
interim results.
Recommended the 2021 final dividend to shareholders which was approved
at the 2022 AGM. Approved payment of the 2022 interim dividend.
Approved two share
buyback programmes and
considered factors relating
to buyback execution
Approved the launch of two further share buyback programmes of up to
$125 million each, having considered potential alternative options for capital
deployment. Monitored and challenged the execution pace of buyback
programmes.
4
ESC
4
S
4
S
31
4
C
ES
B
43
EC
21
3
4
Considered the impact of the inflationary environment on the firm and
its stakeholders.
Discussed, challenged and approved executive directors’ objectives.
Discussed and approved appointments of Jackie Hunt and Alberto Musalem as
non-executive directors, recognising the skillsets they each bring to the Board to
support the delivery of the firm’s strategy.
Received dedicated update on people and culture, and discussed various
initiatives aimed at supporting employee well-being.
Approved the offer of the 2022 Sharesave scheme to all eligible employees.
Discussed key themes identified from the Board’s engagement with employees
and the output of employee survey. Agreed actions to address feedback.
Reviewed the implementation and effectiveness of the agile working model,
considered the firm’s global office footprint and monitored the progress of the
opening of a new office in New York.
RBECESC
Feb and Oct
3
E
43
EC
3
E
3
EC
May and Dec
Jul
Jul and Nov
Throughout
the year
Approved the renewal of Lucinda Bell, Ceci Kurzman and Anne Wade’s
appointments for a second three-year term.
21
3
4
RBECESC
Dec
Financial performance
Approved 2022 Budget
and 2022 – 24 Medium
Term Plan (MTP)
Approved FY 2021
year-end results and
2022 interim results
Recommended and
approved final and
interim dividends
Monitored the effects
of inflation across
the business
People and culture
Approved executive
directors’ objectives
Approved appointment of
non-executive directors
¬ For further information
see page 80
Assessed and monitored
culture and employee
well-being
Approved employee
Sharesave Offer 2022
Discussed employee
engagement feedback
¬ For further information
see page 83
Monitored the
implementation of the agile
working model and other
global real estate updates
Approved renewal of
appointments of non-
executive directors
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Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information
80
Stakeholder engagement
Our key stakeholders
The Board believes that engaging with stakeholders is crucial to Man Group’s business
and enables the Board to make better informed decisions for the long-term benefit of the
Company and its stakeholders.
Details of how the Board has had regard to the
following matters as set out in section 172(1)(a)-(f)
of the UK Companies Act 2006 can be found on the
following pages:
• Consequences of decisions in the long term – 80
• Interests of employees – 83
• Fostering business relationships – 81
• Impact on the community and environment – 84 to 85
• High standards of business conduct – 87
• Need to act fairly between shareholders – 82
Our section 172(1) statement is integrated across these pages 80
to 87 and sets out who our stakeholders are, how the Board has
engaged with each stakeholder group and any key outcomes.
We have also identified the principal decisions made by the Board
on pages 80, 82 and 86, and how the Board has considered
the interests of our stakeholders when making long-term
strategic decisions.
Consequences of decisions in the long term
The Board has demonstrated its awareness of the likely
consequences of its decisions over the long term as part of
its consideration of Man Group’s strategy and business model
as set out on pages 10 to 11 and 14 to 15. The Board held a
designated strategy day in June 2022 to consider the long-
term strategic direction of the firm. As part of these strategic
discussions, the Board considered the market and industry
trends and potentially impacted stakeholders.
D1
D2
D3
Principal decision: non-executive director appointments
The Board approved the appointments of Jackie Hunt and Alberto
Musalem as non-executive directors during 2022. Given the role that
non-executive directors play in setting and monitoring the delivery
of the firm’s strategy, the Board was aware of the importance of the
appointments to all stakeholders and took this into account when
formulating the role criteria, identifying potential candidates and during
the appointment process itself. Following two extensive search processes,
Jackie and Alberto, who bring significant investment management
experience in addition to strengths in public policy, capital markets,
regulation, finance and executive management, emerged as the
preferred candidates. The Board believes that, following these
appointments, it has the right mix of skills and experience to support
the development of the Company’s strategy and deliver long-term
success. Details of the appointment process are set out in the
Nomination Committee report on page 101.
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Annual Report 2022Governance 81
Why?
Delivering outperformance for our clients is fundamental to our
corporate purpose. To achieve outperformance, an understanding
of our clients’ own investment goals is critical to ensure decisions
relating to the strategic direction of the firm are aligned to those of
our clients.
How?
The Board considered the impact of the volatile financial market
during 2022 on the firm’s ability to continue to meet clients’
investment goals, deliver market outperformance and build strong
relationships. Particular focus was given to the importance and
impact of being in a position to deliver liquidity to clients and
the growing trends around partial redemptions (rather than full
redemptions) to enable clients to top up their investments more
easily in future if their circumstances changed.
Whilst the Board tends to delegate direct engagement with clients
to the executive directors and senior management team, it was
very pleased to hear directly from three of the firm’s key clients about
their experience of, and relationships with, Man Group during various
Board sessions held in 2022. The Board also undertook a review of a
key client during the year as a case study in understanding the needs
of such clients and how the firm’s strategy and resourcing facilitate
delivery. These interactive sessions supplemented the regular
updates on client interaction and engagement that are presented
at Board meetings via the CEO report.
The Board sought advice and perspectives on current and future
industry and market trends, including the competitive landscape,
in order to anticipate client needs, develop the firm’s strategy and
set objectives accordingly.
Outcomes
• As a result of the Board sessions attended by clients, the Board
has a clearer understanding of the client perspective around the
firm’s products, services and performance.
• The Board regularly reviews analysis of Man Group’s client base
through reporting from senior management.
• The Board reviewed improvements to our client experience
which included establishing tailored, local, recurring client events
in key regions and opening additional offices to enable a local
sales presence in target regions.
• The Board remains aware of the focus on ESG from clients,
and received a briefing on RI strategies with a focus on new
RI products such as Man AHL TargetClimate.
Clients
Fostering business relationships
Clients are fundamental to our business and represent our most
significant business relationships. The executive directors and
senior management undertake frequent client engagement
and this feedback is considered as part of strategy setting and
long-term decision-making.
The Board also works to foster strong business relationships with
its business partners and suppliers. More information on our work
with business partners and suppliers can be found on page 86.
The Board considers Man Group’s impact on its supply
chain as part of its annual approval of the Modern Slavery
Transparency Statement.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 82
Stakeholder engagement continued
Our key stakeholders continued
Why?
Achieving long-term success and attaining our goals and objectives
as a firm is underpinned by the support of our shareholders who
benefit directly from it. We are therefore committed to proactive
engagement with our shareholders and the Board is mindful that
with a varied shareholder base, it is important to act fairly between
shareholders and consider a variety of needs. Market trends
demonstrate that shareholders are increasingly interested in the
mechanics of decision-making as well as the decision itself, and the
firm is committed to providing shareholders with reliable, timely and
transparent information.
How?
The Board actively engages with Man Group’s largest shareholders
and encourages feedback as part of this engagement process.
Executive directors attend investor roadshows and other investor
events throughout the year. Key topics in 2022 included investment
performance and risk management in volatile financial markets, the
strength and depth of client relationships, our product development
pipeline, the impact of inflation on our business model and continued
investment in technology.
The Board receives reports from the Investor Relations function
on the Company’s shareholder base, including key themes on
shareholder sentiment. The Chair, Senior Independent Director and
Remuneration Committee Chair also provide feedback to the Board
on shareholder engagement meetings that they have attended.
Although shareholders are updated via engagement meetings,
electronic communication (including the website), as well as written
correspondence where necessary, the Board recognises that the
AGM is the primary form of formal interaction with shareholders.
As restrictions on public gatherings due to COVID-19 eased, the
Company was pleased to be able to welcome shareholders to
attend the 2022 AGM in person, with a live webcast of the AGM also
offered. Shareholders were invited to submit questions to the Board
in advance or ask questions through the live webcast functionality.
Shareholders
D1
D2
D3
Principal decision: share buyback programme
The Board approved two share buyback programmes of up to
$125 million each during the year. Prior to approval, the Board
considered the views of the firm’s stakeholders, particularly its
shareholders and the potentially conflicting views within the
shareholder population.
The Board deliberated whether shareholders would consider this
use of capital the most appropriate option for delivering long-term
success. Alternative uses of capital were discussed and, having
considered feedback on capital return options from some of
Man Group’s largest shareholders, the Board concluded that
in each case, a buyback was the most appropriate option and
reflected the Board’s confidence in the performance of the firm.
2022 Investor Day
Outcomes
In May 2022, Luke Ellis and Antoine Forterre, along with
various members of Man Group’s senior management team
hosted an Investor Day to provide shareholders with further
insight into Man Group’s competitive advantage and key
growth drivers. The session was attended by 25+ shareholders,
prospective investors and equity research analysts and received
positive feedback, which was subsequently shared with and
discussed by the Board. As a result of the feedback received, the
executive team plan to hold additional events in future to provide
shareholders with an opportunity to learn more about different
parts of the business.
• Received metrics on shareholders as part of monthly reporting
to inform discussion and decision-making.
• Held an Investor Day which received positive shareholder
feedback (see further details adjacent).
• Continued high standard of proactive engagement and
conversations with shareholders, led by the firm’s Investor
Relations function, the CEO and CFO. 65+ meetings took
place during the year.
• All resolutions passed at the 2022 AGM.
• Following extensive shareholder engagement in late 2021
and early 2022, the Board recommended a new Directors’
Remuneration Policy for approval at the 2022 AGM which
was approved by shareholders.
• Having considered alternative uses for the capital, the Board
approved two further share buyback programmes during the
year in line with the firm’s approach to capital management.
Man Group plc |
Annual Report 2022Governance 83
Why?
Our employees are integral to the success of the firm. Maintaining
and developing an engaged and motivated workforce, and strong
corporate culture allows us to continue to deliver excellent service
to our clients and maintain high standards of business conduct
throughout the organisation. Listening to and acting upon
employees’ views contributes to our ability to attract and retain
the best talent and support long-term success.
How?
In line with our workforce engagement model, Kate Barker and Ceci
Kurzman were the non-executive directors responsible for leading
employee engagement during 2022. Kate and Ceci summarised key
themes arising from their engagement activities to the Board during
the year.
The Board also receives regular updates on Man Group’s people
and culture and has undertaken a specific review of culture in the
latter part of the year. In addition to town hall sessions focused on
firm-wide strategy hosted by our CEO and CFO, further sessions
focusing on ESG and RI and Technology were also held during the
year, which were hosted by the CIO for RI together with the President
and Head of ESG and the Deputy CEO. The sessions enabled
employees to ask questions and share their views with directors
and senior management.
An employee engagement survey was conducted, and the results
and proposed actions were considered by the Board.
Outcomes
• The Board discussed the redesign of Man Group’s New York
office, emphasising the need for consistency with other global
offices to ensure seamless connectivity and collaboration
between the locations.
• The Board remains supportive of the firm’s diversity, equity and
inclusion initiatives and schedules regular updates from relevant
teams across the firm. A new network, South Asian Network at
Man (SANAM), was established during the year.
• The Board devoted time to a discussion of the firm’s employee
wellbeing programme. The Board firmly endorsed the work
undertaken in this area, which offers support across social,
physical, mental and financial pillars.
• The Board held meetings via virtual, in-person and hybrid
means, collecting feedback on the agile working framework
and experiencing it in action.
Employees
Employee engagement during 2022
The Board appreciates that a motivated workforce remains a
key factor of the firm’s success and competitive edge. Alongside
regular people and culture updates, the Board reviewed the
output from the discussions held with the designated employee
engagement non-executive directors (Kate Barker and Ceci
Kurzman). Kate and Ceci shared feedback with the Board which
focused on the firm’s strong and authentic culture, the extensive
support provided to new starters and the good accessibility of
senior management to junior employees.
Progress against previous key themes:
The Board has reflected upon the key themes identified as areas
of focus during previous engagement sessions with employees:
• Additional town halls have been held throughout the year,
during which the executive directors explained the firm’s
strategy and growth drivers. Presentations by senior
management on the firm’s ESG, RI, and technology strategies
were also held so employees could understand how they
contribute to the overarching strategy of the firm.
• Future meetings between employees and the designated
employee engagement non-executive directors will consist
of an increasing mix of virtual and face-to-face meetings
to enable the widest range of views to be heard from staff
across the firm’s global offices.
Board trip to Boston
While the Board was in Boston, events were organised to enable
employees to meet with the Board and provide their perspectives
of the firm. The Board’s designated employee engagement
non-executive directors, together with other Board members,
met with Alpha Technology and Numeric Quant Research teams,
as well as spending time with the Boston Drive network.
Feedback indicated that the sessions had been highly productive,
rewarding and effective. The Boston-based employees enjoyed
meeting and interacting with Board members. The output of
these sessions was reported back to the Board formally at
the November meeting and all Board members agreed that
the sessions allowed them to gain a greater understanding of
the specific issues faced by staff in Boston.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 84
Stakeholder engagement continued
Our key stakeholders continued
Communities
Volunteering opportunities
Each year, as described in the adjacent column, employees from
across the firm are offered the opportunity to volunteer their time
to support charities and organisations who are striving to make
a positive impact in local communities. The pictures above and
below show a group of Man Group employees volunteering at a
local community centre in East London, where they took part in
gardening and repair work.
¬ More detail can be found in the Responsible Business section
on pages 44 to 63
Why?
We have a responsibility to contribute to the local communities in which
we work and have multiple initiatives in place to support this aim.
How?
The Board actively encourages, supports and monitors progress
on initiatives that it believes will have a positive impact on the
communities in which Man Group operates. The Board considers,
and is updated by management, on the firm’s contributions to
communities via charitable partnerships and donations, responsible
investing initiatives and volunteering opportunities for employees
(operated by the firm’s ManKind programme). In 2022, the Board
undertook a specific review of Man Group’s culture which included
details of the firm’s community partnerships.
Outcomes
• Every employee offered the opportunity to expense a £500
(or local currency equivalent for those based outside the UK)
donation to a local food bank or homelessness support charity,
with an additional £20,000 donated by employees through various
other fundraising activities in December 2022.
• $360k donated to the Man Charitable Trust in the UK and our
US-based Man Charitable Foundation.
• 2,800+ hours of time volunteered by Man Group staff as part of
its ManKind offering to employees. Employees are entitled to two
paid volunteering days per year. More detail on ManKind can be
found on page 43.
• Man Group is a member of the #10,000BlackInterns, City
Gateway, Girls Are Investors Network (GAIN) programmes and is
a Disability Confident Committed employer.
• Ongoing work with a number of schools and charities, including
the King’s Maths School (UK) and the Codman Academy (US).
• Man Group Corporate Sustainability brochure details a range
of commitments and how the firm embodies its key principle
of ‘responsibility’.
Man Group plc |
Annual Report 2022Governance 85
Why?
Man Group recognises the need to be a good corporate, global
citizen and responsible investor.
How?
The Board has responsibility for the oversight of Man Group’s
environmental impact and monitors progress made against targets.
It regularly discusses ESG and climate-related matters and is
provided with updates from senior management throughout the
year. This work covers the environmental impact of Man Group as
a company, as well as the ESG solutions that we offer to our clients.
The firm is an active member of industry groups including the
IIGCC, ISSB, SBAI, UKSIF, Climate Action 100+, Carbon Pricing
Leadership Coalition, UN Global Compact and is a signatory to
the UN-supported Principles for Responsible Investment, amongst
others. More detail can be found in the box adjacent and in the
Responsible Business section on pages 44 to 63.
Environment
ESG
Our commitment to ESG is fundamental to our corporate strategy,
both in the way we provide investment services to our clients and
beneficiaries, and as a listed company ourselves. ESG matters
are driven at all levels of the firm and feature in many of the
management meetings we have each year. During 2021, we
established an executive ESG governance framework to support
the delivery of our ESG strategy as both a corporate and as an
investor. This model has been enhanced during the course of
2022 with the addition of two new sub-committees.
We have continued to integrate ESG into our investment processes
in line with client demand, with ESG integrated AUM of $50 billion.
Senior management and individual portfolio managers are in frequent
dialogue with each other and with clients to ensure a consistent,
coherent approach to achieving ESG targets. We are proud of the
focus that ESG has had within the firm during the year and look
forward to our continued development in this area.
¬ More detail can be found in the Responsible Business section
on pages 44 to 63
Outcomes
• ESG matters were discussed regularly at Board and Audit
and Risk Committee meetings during 2022. More detail on our
approach can be found in the Responsible Business section
on pages 44 to 63. The Board monitors compliance with
ESG targets.
• The Remuneration Committee monitors ESG performance in the
context of ESG-related objectives and metrics as part of executive
director remuneration arrangements.
• Man Group launched AHL TargetClimate, a systematic multi-asset
climate fund classified as Article 9 under SFDR.
• The FRC confirmed that Man Group met the requirements to
remain a signatory to the UK Stewardship Code into 2023.
• Man Group launched two new proprietary ESG tools (a global
active issuer assessment tool and an engagement tool) to assist
our portfolio managers in their responsible investing efforts.
• Man Group to co-lead engagement for the UN PRI’s
Advance Initiative.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 86
Stakeholder engagement continued
Our key stakeholders continued
Why?
Good relations with business partners and suppliers are essential to
the firm’s effective day-to-day operation. Man Group holds itself to
high standards of business conduct and integrity and it expects its
suppliers and business partners to do the same.
How?
The Board has limited direct engagement with firm suppliers and
delegates this engagement and oversight to senior management.
Man Group has a structure in place comprised of various committees
and policies (including a Supplier Code of Conduct), which together
govern our approach to the risk management of, and engagement
with, suppliers.
The Board, via reporting from the Audit and Risk Committee, is kept
updated on the development of any key supplier risks. Timelines of
payments to suppliers are tracked on a monthly basis within the UK,
the firm’s main country of operation.
A dedicated cyber security team oversees and assesses our
suppliers to ensure they are compliant with the firm’s cyber security
requirements and the Board is kept informed of any developments
via the Audit and Risk Committee.
The Board reviews Man Group’s engagement with its broader supply
chain as part of its annual approval of the Modern Slavery and
Transparency Statement.
Outcomes
• The Board received periodic updates on the HUB joint venture,
which aims to build a cloud-based operating platform to transform
asset managers’ operations technology.
• Man Group remains a signatory to the Chartered Institute of
Credit Management Prompt Payment Code.
• Where unresolvable issues arose with existing suppliers, the
Board was made aware via the Audit and Risk Committee of the
transition of business activities to new partners.
Business Partners
and Suppliers
D1
D2
D3
Principal decision: reappointment of auditor
During 2022 the firm conducted an external audit tender
process; Deloitte had served as the firm’s external auditor since
2014. A longlist of candidates was considered and a shortlist of
candidates were asked to participate in the tender. Further detail
can be found in the Audit and Risk Committee report on page 92.
Following the completion of the process, the Audit and Risk
Committee recommended the reappointment of Deloitte to the
Board. Given the confidence that external assurance provides to
stakeholders as to the accuracy of the firm’s reporting, the Board
carefully considered the recommendation.
Following discussion regarding the impact that the decision
would have on key stakeholders, the Board agreed that the
reappointment would be recommended to shareholders for
approval. A mandatory rotation would be required by 2034.
Man Group plc |
Annual Report 2022Governance 87
Why?
The firm’s products and services are regulated by various global
regulators. Man Group is committed to compliance with its regulatory
obligations and maintaining open and collaborative communication
with its regulators. We are confident that our employees maintain
the highest standards of conduct, which in turn helps us to meet
our regulatory compliance obligations.
How?
Man Group maintains regular contact with all applicable regulators
and keeps them apprised of any upcoming matters of note.
The compliance function has delegated responsibility for day-to-day
regulatory reporting matters. The Board and Audit and Risk Committee
receive regular updates from senior management on upcoming
matters introduced by regulators that require action.
Outcomes
• Regulatory priorities regularly discussed at Board and Audit and
Risk Committee meetings.
• Continuous building on engagement within the firm on regulatory
matters, e.g. compulsory annual training takes place on the
Senior Managers and Certification Regime.
• A refresher training session on the Market Abuse Regulation
was delivered to the Board by an external law firm during the
year. The session focused on practical hypothetical scenarios
that the Board could discuss and work through to further their
understanding of the application of the regulatory requirements.
• The Board and Audit and Risk Committee have monitored
developments regarding the Department for Business, Energy
and Industrial Strategy (BEIS) consultation on restoring trust in
audit and corporate governance to ensure effective implementation.
Regulators
High standards of business conduct
As an asset management company, it is vital that our workforce
act with a high degree of integrity in accordance with our
published business principles. The Board is responsible for
determining the Company’s values and leading by example to
instil a positive culture throughout the organisation which reflects a
reputation of adhering to high standards of conduct. The policies
and practices set out on page 67 to 69 support Man Group in
upholding these standards.
The Board receives updates regarding corporate culture at
each Board meeting as part of the CEO Report and undertook
a specific review on culture received in December 2022. The
Board also received updates on employee engagement, the
output of the 2022 employee survey and feedback following
engagement with the designated employee engagement
non-executive directors.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 88
Board effectiveness
A talented and effective Board
Board oversight, challenge and decision-making
During the year the Board held ten formal meetings. Seven of these
meetings were held in person and three were held virtually. Where
possible, members were all physically present however, on occasion
members joined by videoconference where they were unable to
physically attend the meeting. The Board also held one strategy
session during 2022. Attendance at these meetings is set out on
page 70.
The Board invites non-Board members of the Senior ExCo
to attend Board meetings in order to give further detail and
management perspective on matters discussed; whilst they
help shape conversation, they do not directly participate in any
decision-making. The Board meets regularly with, and seeks
input from, senior management, subject matter experts and
representatives from key teams, enabling Board members to
build their understanding of Man Group as well as sector issues
and opportunities.
The Board considers the impact on its stakeholders as part of its
decision-making process. Further details on these groups, together
with how the Board engages with stakeholders and key outcomes
during 2022, are set out in the stakeholder engagement section on
pages 80 to 87.
Board meetings are conducted on the basis that all written materials
submitted are thoroughly reviewed by Board members in advance
to maximise the opportunity for discussion at meetings. The
non-executive directors challenge proposals and approaches
presented by management and draw on their experience to suggest
alternative approaches or ideas that management may not have
considered. Board meetings are effectively chaired and structured
in a manner that allows all views to be expressed and heard.
The Board and TCFD
• The Board has collective responsibility for providing climate-related
oversight and setting the firm’s climate strategy. The firm’s Audit
and Risk Committee has delegated authority to ensure compliance
with regulations and disclosures related to climate, sustainability
and ESG. The Audit and Risk Committee makes recommendations to
the Board as necessary. Senior management are responsible for
implementing the climate strategy as set by the Board and an ESG
governance structure was established during 2021.
• The Board has decided that responsibility for ESG should remain
with the Board as a collective and has not introduced an ESG
or Governance Committee or nominated a designated ESG
non-executive director. The Board keeps these arrangements
under review.
• Man Group’s Audit and Risk Committee and Board discussed
climate-related matters or expressly considered climate as a factor
in its discussion at meetings in 2022.
• The Board regularly considers climate impact when conducting
its oversight and decision-making role against a broad range of
matters, including strategic planning, budget planning, resource
allocation, setting performance objectives and overseeing
capital expenditure.
• The Board sets long- and short-term climate-related objectives
and monitors progress made against these objectives, including
climate targets. Examples include the introduction of ESG-
integrated AUM as both a non-financial KPI and as a metric
in the executive directors’ short- and long-term remuneration
arrangements and the ongoing monitoring of progress in relation
to the firm’s net zero commitments.
In-scope subsidiary entities are caught by Group level implementation
and considered as part of climate-related financial information
disclosures made under the Companies (Strategic Report)
(Climate-related Financial Disclosure) Regulations 2022
and the Limited Liability Partnership (Climate-related Financial
Disclosure) Regulation.
•
Board responsibilities
Chair
CEO
CFO & COO
Senior Independent Director
Non-executive directors
Company Secretary
• Leads the Board, sets its agenda
and ensures it discharges its
role effectively
• Supports and constructively
challenges the CEO, promotes
effective relationships between
executive and non-executive
Board members, and creates
a culture of open debate
• Leads, with the support of the
Nomination Committee, effective
Board succession planning and
the search for and appointment
of new directors, taking account
of the need for the development
of Board skills, experience
and diversity
• Ensures that the Board maintains
effective engagement with
shareholders and takes account
of the interests of all stakeholders
in its decision-making
• Has responsibility for the day-to-
• Manages the allocation and
day management of the business
with appropriate delegated
authorities, risk management
and internal controls
• Develops, for Board
approval, business strategy and
management’s delivery against it
• Leads the Senior Executive
Committee (see pages 76 and
77), which is responsible for
developing and implementing
the firm’s strategy
• Communicates a shared purpose
and set of business principles
and builds management talent
• Works closely with the Chair
and leverages the knowledge of
non-executive Board members
• Maintains an effective dialogue with
shareholders on the Company’s
strategy and performance
maintenance of the firm’s capital,
funding and liquidity in accordance
with regulatory requirements
• Has responsibility for the
preparation and integrity of the
firm’s financial information and
its reporting
• Leads the development of annual
budgets and medium-term plans
for Board approval
• Has responsibility for the firm’s risk
management within the Board’s
risk appetite statements
• Maintains an effective dialogue with
shareholders and stakeholders
on the performance and financial
structure of the firm
• Has responsibility for and leads
the firm’s corporate development
strategy, including merger and
acquisition activity
• Has responsibility for the Global
HR and Talent functions
• Maintains a broad overview
of the work of the Board and
its Committees
• Provides a sounding board for,
and advice to, the Chair on Board
matters including development and
succession planning
• Acts as a point of contact for
communications with the non-
executive directors as required
• Leads the annual performance
evaluation of the Chair
• Leads the search for the
appointment of a new Chair
• Engages with shareholders
Man Group plc |
• Contribute and provide
constructive challenge to the
• Advises the Board on corporate
governance matters, ensuring
development of business strategy
good governance practices
• Contribute to the identification of
• Supports the Board and
principal business risks and the
Committees in discharging their
determination of risk appetite
respective roles
• Monitor and challenge management
• Maintains the books and
performance in delivering business
records of the Company and
strategy and objectives
• Monitor and challenge the
prepares minutes of Board and
Committee meetings
effectiveness of the internal control
• Facilitates the induction, and
and risk management framework
ongoing training and professional
• Monitor compliance with
the regulatory principles and
requirements impacting asset
management and distribution
• Review and challenge the
Company’s financial statements
and announcements
• Keep Board composition and
development, of non-executive
directors to support them in
carrying out their responsibilities
• Monitors and ensures compliance
with company law, Listing
Rules, Disclosure Guidance
and Transparency Rules and
the Market Abuse Regulation
succession planning under review
in light of changing business needs
• Organises Man Group plc’s AGM
and other shareholder meetings
and recommend any changes to
• Acts as the main point of contact
be considered
for retail shareholders
Annual Report 2022Governance Diversity
The Board is a highly skilled, committed and diverse group of individuals
who are focused on understanding its own strengths, challenges and
operational style. The Board biographies on pages 74 to 75 and
the analysis of the Board’s composition on page 71 give an overview
of the breadth, depth of talent and experience on Man Group’s Board.
The non-executive directors bring diversity through wide-ranging
contributions and perspectives to Board review and decision-making
from their current executive or portfolio careers. A mix of short and long
tenure delivers fresh outlooks and challenge, complemented by a
longer-term understanding of the business and its people. In 2022, the
Board approved a revised Diversity & Inclusion Policy which articulates
our approach to Board diversity now and in the future. More information
can be found on pages 102 to 103.
Independence and time commitment
All of the non-executive directors are considered to be independent
and the Chair was considered independent on his appointment to
the role. There are a number of ways in which the independence of
our non-executive directors is safeguarded:
• meetings between the Chair and the non-executive directors
without the executive directors being present;
• meetings between each of the directors and the Senior Independent
Director to discuss feedback on the performance of the Chair;
• separate and clearly defined roles for the Chair and CEO (as set
out below); and
• formal review of independence as part of the process for
renewing the appointment of non-executive directors.
To avoid ‘over-boarding’ and minimise potential conflicts, all Board
members are required to inform the Chair of any proposed changes
to their external roles, including an indication of the expected time
commitment of any new external role so that an assessment can be
undertaken as to whether the director will continue to have sufficient
time to discharge their duties as a director of Man Group. Any proposed
appointments that are considered to be significant, or represent potential
conflicts, will be assessed by the Board and a decision taken on the
Board responsibilities
Chair
CEO
CFO & COO
Senior Independent Director
Non-executive directors
Company Secretary
• Leads the Board, sets its agenda
• Has responsibility for the day-to-
• Manages the allocation and
• Maintains a broad overview
and ensures it discharges its
day management of the business
maintenance of the firm’s capital,
of the work of the Board and
funding and liquidity in accordance
its Committees
role effectively
• Supports and constructively
challenges the CEO, promotes
with appropriate delegated
authorities, risk management
and internal controls
effective relationships between
• Develops, for Board
executive and non-executive
Board members, and creates
a culture of open debate
approval, business strategy and
management’s delivery against it
• Leads the Senior Executive
• Leads, with the support of the
Committee (see pages 76 and
with regulatory requirements
• Has responsibility for the
preparation and integrity of the
firm’s financial information and
its reporting
• Leads the development of annual
budgets and medium-term plans
Nomination Committee, effective
77), which is responsible for
for Board approval
developing and implementing
the firm’s strategy
• Has responsibility for the firm’s risk
evaluation of the Chair
management within the Board’s
• Provides a sounding board for,
and advice to, the Chair on Board
matters including development and
succession planning
• Acts as a point of contact for
communications with the non-
executive directors as required
• Leads the annual performance
• Leads the search for the
appointment of a new Chair
• Engages with shareholders
Board succession planning and
the search for and appointment
of new directors, taking account
of the need for the development
of Board skills, experience
and diversity
• Ensures that the Board maintains
effective engagement with
shareholders and takes account
of the interests of all stakeholders
in its decision-making
• Communicates a shared purpose
risk appetite statements
and set of business principles
and builds management talent
• Works closely with the Chair
and leverages the knowledge of
non-executive Board members
• Maintains an effective dialogue with
shareholders and stakeholders
on the performance and financial
structure of the firm
• Has responsibility for and leads
• Maintains an effective dialogue with
the firm’s corporate development
shareholders on the Company’s
strategy, including merger and
strategy and performance
acquisition activity
• Has responsibility for the Global
HR and Talent functions
• Contribute and provide
constructive challenge to the
development of business strategy
• Contribute to the identification of
principal business risks and the
determination of risk appetite
• Monitor and challenge management
performance in delivering business
strategy and objectives
• Monitor and challenge the
effectiveness of the internal control
and risk management framework
• Monitor compliance with
the regulatory principles and
requirements impacting asset
management and distribution
• Review and challenge the
Company’s financial statements
and announcements
• Keep Board composition and
succession planning under review
in light of changing business needs
and recommend any changes to
be considered
• Advises the Board on corporate
governance matters, ensuring
good governance practices
• Supports the Board and
Committees in discharging their
respective roles
• Maintains the books and
records of the Company and
prepares minutes of Board and
Committee meetings
• Facilitates the induction, and
ongoing training and professional
development, of non-executive
directors to support them in
carrying out their responsibilities
• Monitors and ensures compliance
with company law, Listing
Rules, Disclosure Guidance
and Transparency Rules and
the Market Abuse Regulation
• Organises Man Group plc’s AGM
and other shareholder meetings
• Acts as the main point of contact
for retail shareholders
Man Group plc |
89
extent to which any such conflicts can be managed. In addition, the
Board carries out a formal bi-annual review of all such roles and interests
to ensure that they do not represent an unmanageable business conflict
or a time commitment which might prejudice directors’ contribution.
Before appointing a new Chair or non-executive director, consideration
will be given to the prospective director’s other appointments and
interests. The letters of appointment of the non-executive directors contain
provisions around the expected time commitment to firm related activities.
During the year, Jackie Hunt was appointed as a non-executive director
of Standard Chartered plc, Standard Chartered Bank and Rothesay
Life plc, and also informed the Chair of her plans to take on a role as
a non-executive director of Willis Towers Watson PLC with effect from
1 April 2023. Ceci Kurzman was appointed as a non-executive director
and member of the Audit, Nomination and Corporate Governance
Committees of Lanvin Group. The appointments were considered to
be significant for the purposes of Provision 15 of the 2018 UK Corporate
Governance Code and in line with the process set out above, prior to
each appointment, the Chair considered and assessed the demands of
each role and associated time commitments, taking into account both
directors’ other appointments, and concluded that it would not affect
their ability to fulfil their roles as a non-executive director of Man Group.
Board induction process
All non-executive directors receive a comprehensive and tailored
induction to the business and, if required, the asset management
industry. Induction programmes are structured around one-to-one
briefings with the Senior Executive, Executive Committee members
and the Company Secretary, with relevant briefing materials circulated
in advance and follow-up meetings arranged. New Board members
are invited to provide feedback on the programme they receive to
ensure it is useful and well targeted. They are encouraged to seek
updates on any topics which arise following Board meetings on which
they would like further information. Details of the induction programme
for non-executive directors are given on our website. Executive
directors receive an induction which takes account of their existing
skills, knowledge and experience. Jackie Hunt and Alberto Musalem
who were appointed as non-executive directors during the year, each
received a tailored induction in the months following their appointment.
Continuous development of the Board
Throughout the year, the Board is kept updated on key areas of the
business and regulatory changes through the following methods:
• briefings included within Board papers;
• presentations from senior management and other employees on
specific issues; and
• educational sessions from internal subject matter experts and
external advisers.
The main training topics covered during the year were:
• the hedge fund industry, investor sentiment and industry trends;
• update on the Market Abuse Regulation and the US
regulatory landscape;
• Man AHL ‘teach-in’;
• the Information Security landscape;
• perspectives on the competitive landscape and the use of
technology; and
• ESG, stewardship and responsible investing.
In addition, opportunities continued to be made available to non-
executive directors to attend seminars and workshops virtually
on topical business and regulatory issues offered by professional
services firms and law firms.
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 90
Board evaluation
Determining Board effectiveness
Progress on actions agreed in 2021 Board evaluation
The 2021 Board evaluation was externally facilitated by Clare Chalmers, who has no other connection with the Company
or any individual director.
Area of assessment
Agreed actions
Progress made in 2022
Succession planning
• Review skills composition. To design
and implement a skills matrix to assess
the current capabilities of the Board and
future desirable skills.
• A skills matrix was designed and implemented in 2021 and
updated during 2022. The revised results were shared with
and discussed by the Nomination Committee. Details of the
aggregated skills and experience of the Board are set out below.
• Succession planning continued to be an area of focus for
the Nomination Committee during 2022 which will also extend
into 2023.
Committee
composition
• Consider extending membership of the
Nomination Committee and Audit and
Risk Committee.
• Jackie Hunt and Alberto Musalem were appointed as members
of the Audit and Risk Committee (and the Remuneration
Committee) during the course of 2022.
• It was agreed that the Nomination Committee would retain
its current membership with formal reporting to the Board
enhanced instead.
Board training
and development
• Develop bespoke training programmes
for existing directors, as well as senior
management (where appropriate)
to support ongoing development of
Board members.
• The skills matrix was used to review director training
requirements. Training sessions were held during 2022 in
response to Board feedback. New directors received tailored
induction programmes.
Strategy
• Consider introducing further data/
• Senior management considered the use of additional data
metrics when assessing performance
against strategy.
and metrics to assess progress on strategic priorities. Full-day
strategy session held in June 2022.
2022 internal Board effectiveness evaluation process
1 Design and
initiate process
2 Collation of
responses
3 1:1 meetings
An evaluation questionnaire
was developed by the
Company Secretary and the
Board Chair. The questions
focused on progress made
on 2021, agreed actions and
current Board practices. The
questionnaire was circulated
to all Board members for
completion.
Key findings
Responses were collated,
anonymised and consolidated
by the Company Secretary and
shared with the Board Chair.
A report was prepared which
included an executive summary
and detailed suggestions for
focus and discussion.
The Chair met with each Board
member to discuss the evaluation
feedback, personal contributions
made during the year and identify
areas where they might bring
additional benefit. The Senior
Independent Director (SID) also
met with each Board member to
discuss the Chair’s leadership of
the Board. The SID relayed this
feedback to the Chair.
4 Discussion, outcomes
and actions
The Board discussed the findings
of the review at its December 2022
meeting. Strengths and actions
relating to development areas were
agreed upon. Key findings are set
out below and development areas
on the opposite page.
• Board and Committee performance is strong, members are
• Board and Committee succession planning was identified as a
engaged and supported by a well-established executive team
who produce consistently high-quality papers, presentations
and supporting materials. Members facilitate rigorous debate
and challenge, fostering an open and transparent culture.
• The Board’s visit to Boston was a success with plans to visit
the new office in New York in 2023.
key area of focus for 2023.
• Details of the key findings of the Committee evaluations are set
out in the individual Committee reports.
Man Group plc |
Annual Report 2022Governance 91
Summary of 2022 internal effectiveness development areas
The results of the Board’s internal effectiveness evaluation were positive and demonstrated an effective, well run and diverse Board.
Development areas were also proposed and actions were agreed.
Area of assessment
Key findings
Agreed actions
Meeting conduct
Board papers are of high quality, but some
could benefit from additional context and
scene-setting.
• Discussions to be held with paper authors to ensure the
appropriate level of detail is included within papers and
supporting documentation.
Increase frequency of NED-only sessions
at Board meetings.
• NED-only sessions introduced at the start of every
Board meeting.
Management
presentations
Arrange additional management
presentations for NEDs outside of
Board meetings.
• Sessions with GLG senior management and Portfolio Managers
arranged for Q1 2023.
Succession planning
Board would benefit from additional
structure around director and senior
management succession planning.
• Continue to ensure that executive/senior management
succession is considered consistently throughout the year.
Strategy
Continue to focus on longer-term
strategic priorities and tracking progress
against these.
• Ensure topics at the strategy session in 2023 are sufficiently
focused on the firm’s longer-term strategy.
• Agree key milestones to assist with progress tracking of
strategic objectives.
Aggregated skills and experience of Board members as at 31 December 2022
Finance/Audit
Legal
Risk management
Compliance/Regulatory
Strategy/M&A
HR/Reward
ESG
Technology
Cyber security
Communications/Marketing
Operations
International markets
Key to skills and experience:
Considerable experience
Limited experience
No direct experience
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 92
Audit and Risk Committee report
Lucinda Bell
Chair, Audit and Risk Committee
The ARCom devoted significant time to the
oversight of the external audit tender process.
Summary of the ARCom’s main activities during 2022
• Monitored the financial information within Man Group’s 2022 interim and
annual financial statements and challenged the key accounting policies,
judgements and estimates adopted by management. Concluded that the
statements were fair, balanced and understandable, and recommended
their approval to the Board.
• Monitored and reviewed the effectiveness of the firm’s risk management
systems and internal controls.
• Conducted a robust assessment of principal and emerging risks.
• Approved the 2022 Internal Audit Plan and conducted an internal
effectiveness review of the function. Received regular updates on the
progress of Internal Audit reviews and monitored management’s response
to address actions.
• Oversaw the external audit tender process and recommended to the
Board the selection and reappointment of Deloitte as external auditor.
• Approved the 2022 External Audit Plan.
• Undertook a mapping exercise of the firm’s principal risks against the
Committee’s agenda to ensure each area received appropriate focus.
Membership:
Lucinda Bell (Chair)
Richard Berliand
Kate Barker
Jackie Hunt
Alberto G. Musalem
Proportion of the committee time spent
on key responsibilities
1
1. Risk management
2. Financial reporting
3. External audit
4. Internal audit
58%
14%
14%
14%
4
3
2
Man Group plc |
Dear Stakeholder
I am pleased to present the report of the Audit and Risk Committee
(the ARCom). The ARCom plays a key role in assessing the integrity
of Man Group’s financial reporting, monitoring the effectiveness of
the firm’s systems and processes of risk management and internal
controls, and reviewing and monitoring the activities of the Internal
Audit function and the external auditor.
I would like to welcome Jackie Hunt and Alberto Musalem, who
became members of the ARCom in February and November 2022
respectively. The ARCom has benefited greatly from their vast
experience and fresh insights. Dev Sanyal stepped down from the
ARCom in May 2022 following his retirement from the Board and I
would like to thank Dev for his valued contributions to the ARCom
during his tenure. Kate Barker has decided not to seek re-election
for a third term on the Board and will therefore be stepping down as
a member of ARCom on 1 April 2023.
Key achievements for 2022
The ARCom devoted significant time to the oversight of the
external audit tender process during 2022, which resulted in the
recommendation to the Board that Deloitte continue as the firm’s
external auditor. The firm will be required to undertake a mandatory
rotation in advance of the 2034 financial year. The ARCom reviewed
and approved the approach to the process, including the selection
criteria and establishment of the selection panel and appropriate
delegations, resulting in a highly robust and efficient process.
The ARCom continued its oversight of the firm’s ESG risk monitoring
and governance framework, working with management to assess
appropriate Responsible Investment (RI) systems and controls, while
also scrutinising a new RI control framework dashboard which
summarises and tracks the key related risks that the ARCom monitors.
We also maintained a focus on cyber and information security risk
matters, working with management to conduct a ‘hygiene check’ of
the firm’s controls and providing feedback on a new cyber security
dashboard which resulted in a more focused reporting format to
assist the ARCom in its ongoing oversight of cyber risk matters.
Throughout the year, the ARCom closely monitored risks arising
from high inflation and rising interest rates, scrutinising the controls
in place to navigate the challenges presented by this environment.
Liquidity, counterparty and geopolitical risks were all themes that
featured prominently in the ARCom’s work during the year.
Focus areas for 2023
For 2023, as well as considering the standing items of business,
the ARCom will focus on the following areas:
• monitoring parliamentary progress and further guidance in respect of
the future of the UK audit and financial oversight regime following
the publishing of the government consultation response in 2022;
• developing an audit and assurance policy that describes the firm’s
approach to seeking assurance of its reported information;
• assessing geopolitical and economic risk factors which will impact
the firm and its stakeholders; and
• reviewing the outsourced internal audit model to ensure it remains
appropriate for the firm’s structure and risk environment.
I hope you find this report a useful insight into the work of the ARCom
and I look forward to continuing our work in 2023.
Lucinda Bell
Chair, Audit and Risk Committee
Annual Report 2022Governance 93
How the ARCom operates
Forward agenda
• Covers key events in the financial reporting cycle, specific risk matters and standing items set out in the terms of reference.
• Reviewed as part of an open discussion with ARCom members and updated in response to changing business risks and priorities.
Agenda setting meeting
• Held in advance of each ARCom meeting to identify key issues impacting the business that may require consideration by
the ARCom.
• Attended by the ARCom Chair, CFO & COO, Global Head of Compliance and Business Operational Risk & Resilience,
Head of Internal Audit, representatives from Deloitte (as external auditors) and the ARCom Secretary.
Briefing sessions
• Prior to each ARCom meeting, the ARCom Chair meets with the ARCom Secretary to discuss the papers, consider any particular
matters of concern and identify those matters which require meaningful discussion at ARCom meetings. The ARCom Chair also
has one-to-one briefings with the presenters where necessary.
Committee meetings
At each meeting, the ARCom considers:
• standing governance items;
• regular dashboards and/or metrics which highlight and monitor changes in the key risks impacting the business, compliance
matters, the financial controls framework and internal controls;
• ‘deep dive’ assessments of topical risk items identified by the ARCom and management; and
• reports and presentations on key financial reporting, risk, compliance and audit matters from management.
Board reporting
• The Board is updated by the ARCom Chair on the key areas of discussion with recommendations made, as appropriate.
Training
• ARCom members periodically attend training sessions delivered by industry experts on audit and regulatory matters, as well as other
items of interest.
Roles and responsibilities
Financial reporting
• Review the integrity of the Company’s interim and year-end financial reports and statements, and recommend their approval to
the Board.
Risk management, internal
controls and compliance
• Review and report to the Board on the effectiveness of the firm’s systems of risk management and internal controls.
• Review the effectiveness of the firm’s Risk and Compliance functions, regulatory reporting activities and channels available for its
workforce to raise concerns.
Internal Audit
• Approve the annual Internal Audit Plan and review the effectiveness of the Internal Audit function and management’s response to
their findings.
External audit
• Recommend to the Board the appointment, and approve the remuneration, of the external auditor, including reviewing the external
auditor’s effectiveness and independence.
Membership
Roles and responsibilities
The members of the ARCom are Lucinda Bell (Chair), Kate Barker,
Richard Berliand, Jackie Hunt and Alberto Musalem.
The ARCom as a whole has a combined skillset relevant to the
sector in which the Group operates and both Lucinda, as Chair of
the ARCom, and Jackie have recent and relevant financial experience
for the purposes of the 2018 UK Corporate Governance Code (the
Code). Further details of the ARCom members’ experience and areas
of expertise are provided on pages 74 and 75.
The Board Chair, CEO and CFO & COO are invited to attend ARCom
meetings along with the Head of Internal Audit and representatives
from Deloitte, in their capacity as Man Group’s external auditor. Other
members of the management team attend for those items that are
relevant to them. The ARCom meets periodically during the year with
the Head of Internal Audit and representatives from Deloitte without
management present.
The ARCom is fundamental to Man Group’s governance framework
through its monitoring of financial reporting, the relationship with the
external auditor, the effectiveness of risk management and internal
controls, and the monitoring of the Internal Audit and Compliance
functions. A high-level summary of the ARCom’s roles and
responsibilities is outlined above, together with an explanation of
how it has discharged its responsibilities during the year. Full terms
of reference for the ARCom, which are reviewed on an annual basis
and were referred to the Board for approval in December 2022, are
available on the Company’s website.
How the ARCom has discharged its roles and
responsibilities
Financial reporting
Key accounting judgements, estimates and disclosures
The ARCom reviewed the key accounting policies, judgements and
estimates adopted by management as part of the monitoring the
integrity of the financial information contained in the interim and
annual financial statements. The appropriateness of the disclosures
in the financial statements were also reviewed. A fundamental
judgement applied in preparing the financial statements is the
appropriateness of adopting the going concern assumption.
The ARCom’s actions in relation to this judgement are outlined
below together with the other key areas of judgement, estimation
and disclosure.
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Audit and Risk Committee report continued
Key accounting judgements, estimates and disclosures
Matters considered
Action
Outcome
The ARCom considered forecast financial
performance, net financial assets and liquidity
resources and requirements across a range of
scenarios to assess the impact on the short and
medium term ability of the business to continue in
operation and meet its financial obligations as they
fall due. The principal and emerging risks, which
are outlined on pages 30-34, all of which are
monitored by the Board on a regular basis, were
considered, selecting the appropriate range
of scenarios to assess in the context of going
concern and viability.
The ARCom also reviewed the going concern
disclosure in the financial statements and viability
statement in the Annual Report (as set out on
pages 144 and 35).
The ARCom reviewed management’s assessment
of any new judgements made in assessing
investments Man Group is deemed to control
in accordance with IFRS 10 ‘Consolidated
Financial Statements’ and the disclosure of
these assessments as a critical judgement in
the financial statements.
The ARCom also considered the resulting
complexity this adds to the interpretation of
Man Group’s results, and the appropriateness
of Man Group’s use of APMs to address this.
The ARCom discussed and agreed
with management the pension valuation
assumptions applied by our external actuarial
experts, noting that these are in the middle of
the range of established market practice and fairly
reflect the valuation of our pension assets and
pension obligations in accordance with IAS 19
‘Employee benefits’. The ARCom also considered
the disclosure of the valuation of the net pension
asset as a critical accounting estimate in the
financial statements.
The actuarial assumptions underlying the valuation
of the defined benefit pension plans were updated
at 31 December 2022 to reflect the impact
of changes in macroeconomic factors, most
notably on the discount rate and evolving practice
on incorporating the impact of COVID-19 and
climate change on mortality assumptions.
The ARCom considered reports from management
outlining the methodology for the impairment
assessment and challenged the assumptions
underpinning the goodwill valuation model
including cash flow projections, discount rates,
the cost allocation methodology, and levels of
available headroom.
The ARCom reviewed the assumptions
underpinning the future forecast profits which
supported the valuation of the US DTA and
considered management’s assessment of the
expected timing of forecast profits, including the
expiry of certain US tax losses over time.
After due consideration, the ARCom confirmed
to the Board that it was appropriate for the
Man Group financial statements to be prepared
on a going concern basis. The ARCom reviewed
the going concern disclosure in the financial
statements and confirmed it appropriately
reflected the judgement applied.
After discussion and having considered the firm’s
prospects, emerging and principal risks, forecast
capital position and liquidity resources and
requirements, the ARCom concluded that the
three-year assessment period, in line with the firm’s
business planning horizon, remained appropriate
and recommended the draft viability statement to
the Board for approval.
The ARCom concluded that it was satisfied with
management’s assessment of the entities which
are deemed to be controlled by Man Group, the
associated accounting treatment and the critical
judgement disclosure in the financial statements.
43 investments have been consolidated on a
line-by-line basis with a grossing up impact on
the balance sheet of $539 million.
The ARCom agreed that real estate assets held
by funds controlled by the firm should be presented
in a new line in the Group balance sheet.
The ARCom confirmed that it agreed with
the external valuation assumptions applied
in determining the carrying value of the net
pension asset, as set out in Note 22, and the
critical accounting estimate disclosure in Note 3
to the Man Group financial statements.
The ARCom agreed that it was appropriate that
no impairment was recognised for the year ended
31 December 2022.
The ARCom confirmed that it was satisfied that the
methodology adopted continued to be appropriate.
A credit to the income statement of $7 million was
recognised in the year due to the derecognition of
DTAs following changes in forecast future profits.
Going concern and viability
Judgement is exercised when considering the
ability of Man Group to continue in operation and
meet its financial obligations as they fall due over
the 12-month period following the approval of the
financial statements, and therefore in determining
whether it is appropriate to apply the going concern
assumption in their preparation, as disclosed in
Note 2 of the Group financial statements.
Further judgement needs to be applied when
assessing the viability of the business over the
course of the next three years, and therefore the
appropriateness of the viability statement on page
35, particularly as the ability to accurately forecast
financial performance diminishes for periods further
into the future.
¬ Please refer to Note 2 in the Group financial
statements for further details
Consolidation of investments in funds
Man Group holds seeding investments in a number
of funds which it manages. Judgement is exercised
when assessing whether these investments are
controlled by Man Group and therefore need to be
consolidated into the financial statements. This is
considered to be a critical accounting judgement,
as disclosed in Note 3 of the financial statements.
¬ Please refer to Note 12.2 in the Group financial
statements for further details
Pension valuation assumptions
Man Group has defined benefit pension plans in
the UK and Switzerland, which are well-funded
and result in a net pension asset. The assessment
of the actuarial assumptions applied in valuing
these plans determines the carrying value on
Man Group’s balance sheet and is considered to
be a critical accounting estimate, as disclosed in
Note 3 of the financial statements.
¬ Please refer to Note 22 in the Group financial
statements for further details
Impairment assessment of goodwill
Testing for impairment is undertaken at least
annually through the application of a ‘value in use’
model. This requires estimates of future cash flows,
growth rates and associated discount rates.
¬ Please refer to Note 17 in the Group financial
statements for further details
Deferred tax assets (DTA)
Man Group has deferred tax assets in the US which
largely represent historical tax losses and future
deductions for amortisation of goodwill and other
intangible assets that will reduce the tax payable
in the US. The value of the US DTA recognised
requires judgement regarding the assessment
of probable future profits.
¬ Please refer to Note 19 in the Group financial
statements for further details
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Annual Report 2022Governance 95
Matters considered
Action
Outcome
Impairment of right-of-use (ROU) lease asset
– investment property
Man Group sub-leases a portion of its Riverbank
House premises and assesses at the end of each
reporting period whether there are any indicators
that the associated ROU lease asset may be
impaired. If any such indicator exists, the estimated
recoverable amount of the ROU lease asset is
calculated using future sub-lease cash flows.
¬ Please refer to Note 16 in the Group financial
statements for further details
Alternative performance measures (APMs)
Man Group assesses its performance using a
variety of APMs, most significantly core EPS.
The Board focus on core profit as this reflects the
revenue and costs that drive Man Group’s cash
flows and inform the basis upon which its variable
compensation is assessed.
¬ Please refer to pages 175 to 179 for further details
Consideration of climate change impact
on accounting estimates and assumptions
Man Group considers and assesses the impact
of climate change as part of its broader risk
governance framework which captures both
short and longer term risks. This assessment
informs the firm’s judgement as to whether climate
change impacts the accounting estimates and
assumptions used in the financial statements.
¬ Please refer to Note 3 in the Group financial
statements for further details
The ARCom discussed and challenged
management’s assumptions around the timing and
rental values which drive future cash flows and the
discount rate applied to the cash flows.
The ARCom also noted that the firm had signed a
lease with a new sub-tenant for space in Riverbank
House which extends to the end of the head
lease with no break option, which will result in the
derecognition of the associated ROU lease asset
for this space upon its commencement in 2023.
The ARCom reviewed and discussed the
APMs contained in the Interim and Annual Reports,
including the appropriateness of their definition,
application and disclosure. The balance between
the use of APMs and the use of statutory measures
when discussing the Man Group financial results in
the period was also considered.
In making this assessment, the ARCom
considered a paper prepared by management
which compared core profit to operating cash
flows for the last five years.
The ARCom reviewed the possible impact
of climate change on accounting estimates
and assumptions.
The ARCom confirmed that it agreed with
management’s judgements in determining that
there were no indicators of impairment in relation
to the ROU lease asset for investment property at
31 December 2022, and therefore that there is no
impairment expense to be recognised for the year
then ended.
The ARCom noted that core profit over the last five
years was broadly consistent with operating cash
flows and therefore concluded that the APMs,
including core profit, were appropriate, provided
a fair assessment of the operating performance of
the business and were appropriately defined and
reconciled to statutory measures as disclosed on
pages 175 to 179. The ARCom concluded that an
appropriate balance and level of prominence was
presented across statutory and core measures.
The ARCom confirmed with respect to the
impact of climate change that there are no key
assumptions concerning the future or other 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
Man Group’s assets and liabilities within the next
financial year.
Fair, balanced and understandable assessment
At the request of the Board, the ARCom reviewed the interim and annual financial statements in conjunction with the narrative sections
of the Interim and Annual Reports to ensure that there was consistency in the information reported, that sufficient weight had been given
to both positive and negative aspects of business performance, that there was an appropriate balance between statutory and alternative
performance measures, and that key messages had been presented coherently. The ARCom concluded that, taken as a whole, the
Interim and Annual Reports were fair, balanced and understandable and provided the information necessary for shareholders, and other
stakeholders, to assess Man Group’s position and performance, business model and strategy.
Climate related disclosures
Pursuant to the ARCom’s delegated authority from the Board to ensure compliance with regulations and disclosures related to climate,
sustainability and ESG, the Committee reviewed the greenhouse gas (GHG) emissions and TCFD disclosures contained in the Annual Report.
KPMG were engaged to assist in the assurance of the GHG emissions disclosures, which were presented to the ARCom for approval at its
February 2023 meeting. Further details on these disclosures can be found in the Responsible business section on pages 44 to 63.
European Single Electronic Format (ESEF)
The ARCom was briefed on the process supporting the preparation of the consolidated financial statements in digital form under ESEF.
Deloitte was engaged to provide assurance on the ESEF report. Robust procedures and controls had been established to support the
preparation and review processes to ensure high-quality and timely filing in line with the requirements of the regulation and the FRC’s
recommendations of best practice, including full review of the tagged file and challenge of the judgements made by the outsourced tagging
provider, in discussion with Deloitte, where appropriate.
Correspondence with the Financial Reporting Council (FRC)
The Company received no specific correspondence from the FRC in the period. The areas identified in the FRC’s ‘Key matters for 2022/23
reports and accounts’ publication were reviewed, however no specific changes were required to Man Group’s draft accounts as a result.
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Audit and Risk Committee report continued
Risk management and internal controls
Monitor and review of risk and control environment –
key business areas
In addition to its careful monitoring of macroeconomic and
geopolitical risks, which were at the forefront of its agenda during
the year, the ARCom also tracked ESG regulatory developments,
working with management to formulate an appropriate framework
to enhance monitoring and oversight of risks relevant to the firm’s
RI strategies. Key areas of risk-based discussion are set out below.
Emerging risks analysis
In addition to the review of emerging risks undertaken as part
of the review of the Annual Report, the ARCom undertook a
further deep-dive analysis of the firm’s emerging risks, identifying
geopolitical risk and challenging financial markets as key areas of
focus, these risks having been recurring themes in the ARCom’s
work during the year.
Increasing geopolitical risk, exemplified by the Russian invasion of
Ukraine, had driven inflationary pressures and contributed to the
anticipated longer-term fragility in financial markets amid higher
interest rates. The ARCom had explored the impact of the UK
liability-driven investment crisis, and implementation of controls
relating to sanctioned Russian assets.
The ARCom scrutinised the categorisation of the emerging risks
identified in the analysis mapping and discussed appropriate
controls. Examples of the controls in place include robust business
continuity planning measures to mitigate increasing geopolitical risk
and extensive counterparty and liquidity monitoring processes to
manage elevated financial market risks.
RI systems and controls framework
The ARCom continued to closely monitor ESG regulatory
developments during the year, including notable greenwashing
investigations launched by regulators during the period.
Pursuant to the firm’s development of its ESG governance, systems
and controls, the ARCom worked with management to formulate
a new RI control framework and dashboard intended to provide an
ongoing summary of key issues integral to the controls relating to the
firm’s RI strategy. The ARCom provided feedback on the dashboard,
including on the adoption of a heatmap format to track the status of
key items, allowing monitoring of issues such as level 2 Sustainable
Finance Disclosure Regulation (SFDR) and EU Taxonomy regulatory
compliance as well as resourcing within the firm to support the
RI strategy.
Monitor and review of risk and control environment –
key functional areas
The ARCom also considered presentations from each of the firm’s
key functional areas.
Risk
At its May meeting, the ARCom received an update from the
Risk function and discussed its role in supporting Man Group’s
governance processes. The ARCom also considered the firm’s
risk culture, focusing specifically on the role of the firm’s investment
risk teams. At the October meeting, the ARCom received a detailed
overview of the investment risk team structure and the culture
of proactive collaboration with front office teams. The discussion
enabled the ARCom to gain a greater understanding of the constant
engagement between the teams which fosters an open, honest and
productive dynamic, all of which contributes to a culturally vigilant
and collaborative approach to the management of investment risk.
A review of the impact of the senior role changes effected during
the year, prompted by the retirement of Shanta Puchtler (former
Man Group President), was also undertaken by ARCom with a
particular focus on any resulting changes to the firm’s current
corporate governance framework.
The ARCom monitored people related risks during the year,
including the thematic impact of inflationary pressures and a specific
examination of key person risk in the infrastructure and investment
risk functions.
During the year, the Committee also received an update on financial
fraud risks and discussed the efforts undertaken by management
to continuously scrutinise and enhance existing controls in this area,
including the risk of collusive fraud and strength of controls over the
Group’s cash balances.
During the year, the ARCom reviewed proposed amendments to
the Risk Governance and Appetite Framework (the Framework),
focusing in particular on the integration of references to the
‘three harms’ driven by the introduction of the UK Investment Firm
Prudential Regime. The ARCom endorsed the revised Framework
and recommended it to the Board for approval (a summary
of Man Group’s risk appetite statements is available on the
Company’s website).
Finance
The ARCom received updates at each meeting from the CFO &
COO and Group Financial Controller on the Finance function’s
operations and controls. The ARCom, having worked closely with
the new Group Financial Controller who joined the firm in early 2022,
sought her fresh perspectives on the structure and functioning of
the Finance team. The ARCom endorsed the view that the Finance
function performed strongly and supported management initiatives
to create additional opportunities for collaboration across the team.
The ARCom considered the government’s final proposals following the
Department for Business, Energy and Industrial Strategy consultation
on restoring trust in audit and corporate governance, with a particular
focus on the development of an audit and assurance policy intended
to describe the firm’s approach to seeking assurance of its reported
information. The ARCom agreed that the development of such a
policy should be targeted for 2023.
At the December meeting, the Head of Tax was invited to present on
the firm’s tax position, the key projects undertaken by the Tax team
during 2022 and areas of focus for 2023.
Compliance
During the year, the Global Head of Compliance and Business
Operational Risk & Resilience presented the 2022 Compliance
Review. Particular focus was given to the assessment of value and
consumer duty projects, SFDR implementation, and suspicious
transaction surveillance projects. Consideration was also given to
resourcing levels, global themes around regulatory risk, current
priorities of key regulators and Compliance function-led initiatives.
The ARCom continued to monitor steps taken by the management
team to raise awareness of the channels available to Man Group’s
workforce to raise concerns.
The ARCom also committed significant time to examining the firm’s
controls in respect of surveillance of electronic communications and
noted regulatory fines handed to other financial institutions during
the year. The ARCom endorsed the proactive approach that
management had taken during the year in reminding employees of
the electronic communications policies in place at the firm, including
the firm’s approved communications channels.
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Annual Report 2022Governance 97
In addition, the Money Laundering and Reporting Officer (MLRO)
presented their Annual Report at the February 2022 meeting and
confirmed that Man Group had established and maintained effective
anti-money laundering and counter-terrorist financing systems and
controls. The timing of the update coincided with the beginning
of the Russian invasion of Ukraine, enabling a full discussion of the
international sanctions applied to Russian assets, which the Financial
Crime Compliance team had fully implemented.
The ARCom discussed Internal Audit reports presented by the
Head of Internal Audit at each meeting, reviewed progress against
the 2021 and 2022 Internal Audit Plan and monitored the closure of
management actions arising from Internal Audit’s recommendations
to address control enhancements. Whilst no significant weaknesses
were identified in any of the Internal Audit reports, a number of
improvements to certain processes and controls were implemented
in response to the recommendations.
Cyber security
Cyber security remained an area of focus for the ARCom throughout
the year and it continued to receive regular reports on key themes
and trends in cyber security. The ARCom also reviewed the output
of a ‘hygiene check’ of the firm’s information security controls and
policies. The findings indicated that while the control environment
remained robust, certain enhancements were possible. The ARCom
endorsed the recommendations and highlighted the increasing
regulatory scrutiny on cyber security matters, which would
necessitate an enhanced cyber security programme which
complied with all relevant standards.
The findings of the review were utilised to produce a new cyber
security reporting dashboard which enabled the ARCom to focus
on five key cyber risk scenarios. Each of these would be rated and
tracked in the dashboard, enabling the ARCom to better understand
and monitor key cyber risk items and ensure controls remain effective
and robust.
During the course of the work undertaken, the subject matter
expertise of the firm’s outsourced Internal Auditor function (KPMG)
was leveraged to provide assurance that best practice controls and
methodologies in cyber and information security from across the
industry were adopted and applied.
Ongoing monitoring of the Group’s systems of risk
management and internal control
The ARCom is satisfied that – through regular review of reports
and dashboards, in-depth assessment of key business areas
and functions, consideration of changes to the Risk Governance
and Appetite Framework and ongoing review of progress against
the Internal Audit Plan (more detail below) – it is appropriately
monitoring the ongoing effectiveness of Man Group’s systems of risk
management and internal control. Further details can be found in the
Risk Management section on page 28.
During the year, a number of operational matters were reported to
the ARCom. These were discussed as necessary throughout the
year and papers summarising these matters were considered by the
ARCom at its February 2023 and December 2022 meetings. Whilst
Man Group sought to improve its processes in response to the
matters identified, they were not considered sufficiently material in
number or nature either to require separate disclosure in the financial
statements or to indicate that the control environment had not been
operating effectively. The ARCom also concluded that there were
no specific matters to bring to the Remuneration Committee’s
attention which may impact its decision on discretionary
remuneration payments, given management action had already
been taken where necessary.
Internal Audit
Internal Audit Plan
The Group’s Internal Audit function continues to be performed by
KPMG. The ARCom reviewed and approved the 2023 Internal Audit
Plan which included details of the planned audit reviews for 2023 and
the proposed team responsible for delivering the 2023 plan led by
Stuart Wooldridge, KPMG partner and Head of Internal Audit.
Effectiveness of Internal Audit function
During the year, a review of the Internal Audit function was
undertaken by the ARCom in order to assess its effectiveness. The
internally conducted review considered areas such as resourcing,
delivery, reporting and adding value, and the independence of the
function. Feedback was obtained from ARCom members and certain
regular attendees through conversations with the ARCom Chair.
The output of the review indicated that, overall, the Internal Audit
function continued to perform to a satisfactory level and provided
an independent perspective on Man Group’s control environment.
External audit
2022 External Audit Plan
At the October meeting, the 2022 External Audit Plan was presented
by Bevan Whitehead, who has been lead engagement partner since
2021. The plan, which was discussed and approved by the ARCom,
set out the proposed materiality threshold, the scope of the audit and
the significant audit risks that had been identified.
Auditor independence and the provision
of non-audit services
In order to safeguard the independence and objectivity of the
external auditor, the ARCom is responsible for the development,
implementation and monitoring of Man Group’s policies on the
provision of non-audit services and oversight of the hiring of
personnel from the external auditor should this occur. The ARCom
reviewed and approved the Company’s non-audit services policy at
the October 2022 meeting.
Summary of non-audit services policy
In accordance with the non-audit services policy, any potential
services to be provided by the external auditor, which are not
excluded under the non-audit services policy and are prescribed
by the FRC’s Revised Ethical Standard 2019 but which have an
expected value of $75,000 or more, must be approved by the
ARCom in advance. The non-audit services fees in aggregate
must not exceed 70% of the statutory audit fee for the previous
three years, which is equivalent to $1.7 million for 2022. Further
details can be found on the Company’s website.
The table below shows the remuneration paid to Deloitte in 2021
and 2022.
Fees payable to the external auditor
for the audit of the Company and the
consolidated financial statements
Other services:
The audit of the Company’s subsidiaries
pursuant to legislation
Audit-related assurance services
All other services
Total auditor’s remuneration
2022
$’000
2021
$’000
786
599
2,295
464
56
3,601
1,842
463
1
2,905
The increase in the remuneration paid to Deloitte in 2022 is due to
cumulative market realignment and inflation.
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Audit and Risk Committee report continued
The independence of the external auditor is safeguarded
by control measures including:
• policies limiting the nature of non-audit services (see the
previous page) and hiring of personnel from the external
auditor, both of which are subject to annual review by the
ARCom;
• an independent reporting line from the external auditor
to the ARCom and provision of private sessions without
management presence;
• rotation of the lead engagement partner every five years;
• provision of a confidential helpline which employees can use
to report concerns (see page 68 for further information); and
• provision of an annual letter from the external auditor
confirming its independence.
Following a formal assessment of the external auditor’s
independence and objectivity in February 2023, the
ARCom concluded that Deloitte continued to be independent
and objective.
Effectiveness of external audit process
At the May 2022 meeting, the ARCom considered feedback
from ARCom members and various members of the management
team in order to facilitate the ARCom’s formal assessment of the
effectiveness of the external audit process. Respondents were asked
for their views on several components of the external audit process
including the quality of the audit partner and team, planning and
execution of the audit, quality of audit reporting and the external
auditor’s independence and objectivity.
The responses indicated that, overall, Deloitte was performing in line
with expectations, with the audit team demonstrating appropriate
challenge and understanding of Man Group’s business. Deloitte’s
management of the transition of the lead engagement partner during
2021 was cited as a particularly positive area, with the continued
involvement of key members of the wider Deloitte team and the
proactive approach of the new lead engagement partner having
resulted in a successful and smooth transition.
The output of the effectiveness review also praised the efficiency of
the audit, several audits having been brought forward to earlier in the
process, as well as the quality of the wider audit team.
A number of areas, including the development of audit quality indicators
and enhanced coordination with Internal Audit, were identified as
requiring further consideration and Deloitte’s plans to address these
issues were set out alongside their 2022 Audit Plan. After discussion,
the ARCom concluded that the external audit process in respect of
the 2021 financial statements had been effective.
An example of an area where Deloitte challenged management’s
assumptions and judgement was in relation to the underlying
assumptions used in the assessment of the investment property
right-of-use lease asset for impairment and the appropriate
recognition of deferred tax assets. In all areas, Deloitte concluded
that the assumptions and judgements applied by management
were appropriate.
External audit tender process – reappointment of
Deloitte as external auditor
Deloitte was appointed as the Group’s external auditor in 2014,
following a tender process led by the ARCom in 2013. In accordance
with the Code and the Competition and Markets Authority’s Order
2014 (the Order), the Company was required to put its external audit
out to tender again in 2023 at the latest.
Following initial planning initiated in 2021, a decision was taken to
proceed with the external audit tender in 2022 for the audit in respect
of the financial year ending 31 December 2024. This approach was
taken to allow for maximum participation, ensuring sufficient time
to allow for a smooth transition, if required. The key aspects of the
tender process conducted during 2022 are documented below.
Following the ARCom’s review of the effectiveness of the external
audit process earlier in the year, its assessment of the external
auditor’s independence and objectivity, and considerations relating
to the audit tender process undertaken during the year, it has
recommended the reappointment of Deloitte as Man Group’s
external auditor to the Board. The Board has subsequently
recommended the reappointment of Deloitte for approval by
shareholders at the 2023 Annual General Meeting.
Summary of tender stages and process
April – May 2022
May – July 2022
July 2022
Approved the scope of the audit tender,
as well as the overall approach and
composition of a selection panel who
would have delegated authority to
recommend the chosen audit firm to
the ARCom. The selection panel was
composed of Lucinda Bell, Jackie Hunt,
Antoine Forterre and Julie Fountain, the
Group Financial Controller. It was agreed
that the ARCom Secretary would also
attend certain selection panel meetings.
Multiple candidates, including
challenger firms, were approached
for preliminary discussions.
A selection of the candidates to participate
in the tender was approved by the ARCom.
Each firm was issued with a request to
submit a formal expression of interest
in participating in the tender process,
along with a request for confirmation
of independence where applicable.
The ARCom Chair led a partner selection
process for each candidate which was
also completed following interviews of the
relevant individuals proposed by the firms.
The ARCom approved the request for
proposal document to be completed by
each participating firm. The selection panel
then reviewed written proposals from the
candidates, assessing each of these against
the following criteria:
• reputation of firm (including FRC reports
and findings on past audits by candidates)
• audit approach
• transitional arrangements
• ESG assurance credentials
• proposed fees and terms
• independence considerations
Man Group plc |
Annual Report 2022Governance
99
In December 2022 the ARCom conducted its annual effectiveness
evaluation, which was facilitated internally. Responses were obtained
from ARCom members and certain regular attendees through a
combination of written feedback and meetings conducted with
the ARCom Chair. Responses indicated that the ARCom continued
to operate as a thoughtful and collaborative forum, with paper
submissions consistently of a high quality, forming a basis for
productive debate and challenge. The responsiveness of the
management team in addressing ARCom questions and requests
was praised by ARCom members.
Areas identified for focus in 2023 included the continued
consideration of an appropriate balance between audit and risk
matters at meetings, as well as monitoring of the approach to
meeting attendance for non-ARCom members.
Lucinda Bell
Chair, Audit and Risk Committee
The ARCom will continue to assess the external audit process
annually to ensure that it remains effective and the audit fee
represents good value to shareholders, while mandatory rotation
of the external auditor is required by the 2034 financial year. The
ARCom confirms that the Company has complied with the provisions
of the Statutory Audit Services Order 2014 for the financial year
under review.
How the ARCom has assessed its effectiveness
Outlined in the table below are the key areas that were identified in
the ARCom’s 2021 evaluation as requiring further consideration and
development during 2022, together with the progress that has been
achieved in 2022.
2022 progress on 2021 actions
2021 evaluation
2022 progress
Discuss and agree
appropriate
balance between
audit versus risk
coverage at
meetings
Monitoring of
attendance of
non-ARCom
members at
ARCom meetings
Meeting agendas continued to be split into
roughly equal risk and audit sections to allow for the
necessary focus on each area to be clearly drawn
out. The balance was monitored throughout 2022
and feedback on the approach was sought as part
of the 2022 evaluation.
It was determined that there was sufficient
delineation between risk and audit and Committee
members were happy with the level of discussion in
each portion of the meeting.
Pursuant to the review undertaken in 2021, meeting
attendance was recommended such that only
ARCom members and key contributors attended
the audit portion of ARCom meetings during
2022. Feedback indicated that non-ARCom Board
members continued to find attendance at the risk
portion of the meeting valuable in furthering their
understanding of the risk environment at the firm,
complimenting their obligations as Board members
with responsibility for oversight of risk matters,
alongside the scrutiny and challenge driven by
ARCom members during meetings.
September 2022
October 2022
November 2022
Candidates were invited to gather more
information through a series of meetings
with management, and a review of
documents provided in a data room
available to all participants.
Candidates then submitted their written
proposal documents in September.
Presentations to the selection panel took
place in October and the selection panel
reported the outcome to the ARCom. The
ARCom discussed the presentations and
the relative merits of each candidate’s bid
and resolved to present two candidates
to the Board for consideration, with a
recommendation that Deloitte be appointed
to continue to serve as external auditor of
the firm.
The Board was briefed on key considerations
discussed by the selection panel and by
the ARCom.
The Board resolved to recommend the
appointment of Deloitte as external auditor
to shareholders for approval. Deloitte was
notified of the decision and provided with
several feedback points arising from the
tender process. Feedback was provided
to unsuccessful candidates who were
thanked for their contributions.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information
100
Nomination Committee report
John Cryan
Chair, Nomination Committee
I am delighted that Anne will be taking over
as Board Chair following my departure in the
second half of 2023.
Summary of the Nomination Committee’s activities during
2022 and early 2023
• Reviewed the size, composition, diversity and skillset of the Board and its
Committees and dedicated significant time to succession planning for the
Board and senior management.
• Undertook a review of candidates to succeed John Cryan as Chair and
recommended to the Board for approval the appointment of Anne who will
take over the role in H2 2023. The Nomination Committee was chaired by the
Senior Independent Director, Richard Berliand, when dealing with this matter.
• Recommended to the Board for approval the appointments of Jackie Hunt
and Alberto Musalem as non-executive directors of the Company.
• Recommended to the Board for approval the renewal of the appointments of
Lucinda Bell, Ceci Kurzman and Anne Wade as non-executive directors for a
further three-year term, subject to shareholder approval.
• Considered changes to Senior ExCo responsibilities following Shanta
Puchtler’s decision to retire from his role as President at the end of 2022.
• Considered implications of new Listing Rule disclosure requirements in
relation to gender and ethnic diversity at Board and executive management
level and agreed that relevant disclosures should be included in the 2022
Annual Report (relevant data set out on page 71.
• Recommended to the Board for approval changes to the Board Diversity &
Inclusion Policy.
• Considered feedback from the Committee effectiveness evaluation.
Membership:
John Cryan (Chair)
Lucinda Bell
Richard Berliand
Anne Wade
Where appropriate, Luke Ellis is invited to attend Committee meetings.
Proportion of the committee time spent
on key responsibilities
1
1. Board and Committee
composition
4
2
2. Board search and
appointment
3. Succession planning
4. Governance and other
11%
40%
35%
14%
3
Man Group plc |
Dear Stakeholder
2022 proved to be another very busy year for the Committee.
Significant time was spent considering potential successors for my
role as Chair of the Board given that, in line with the UK Corporate
Governance Code (the Code), I would be expected to retire from
the Board by 15 January 2024, nine years after my initial appointment
as a director of the Company. The Committee considered potential
internal candidates and undertook a thorough preparatory external
benchmarking exercise. Following this process, the Committee was
pleased to recommend to the Board for approval the appointment
of Anne as the next Chair. Whilst I had no involvement in the decision
(in line with the Code), I am delighted that Anne will be taking over
as Board Chair following my departure in the second half of 2023.
Further details around the Chair selection process are set out by
our Senior Independent Director, Richard Berliand, on page 101.
Significant Committee focus was also given to the search for
a non-executive director with extensive markets experience.
I highlighted in last year’s report that, following the appointment
of Jackie Hunt to the Board in February, we intended to focus
our next search on individuals with strong technology experience.
We progressed this search in the first half of 2022; however, the
Committee subsequently decided that the Board would gain more
benefit from additional markets experience and, as a result, the
search efforts during the second half of 2022 were refocused. After
a comprehensive search process, the Committee was pleased to
recommend the appointment of Alberto Musalem to the Board.
The Committee also discussed a number of changes to the Senior
Executive Committee (Senior ExCo) following the announcement that
Shanta Puchtler, Man Group’s President, would be retiring at the end
of 2022. These included changes in responsibilities for Robyn Grew
who was appointed President, Eric Burl who was appointed as
Head of Discretionary and Steven Desmyter who now has sole
responsibility for the firm’s Sales and Marketing efforts. Given these
changes, we have included a Q&A with each of the Senior ExCo
members on page 77 to enable stakeholders to gain more of an
understanding of their roles and responsibilities.
Given the importance of succession planning to the long-term
success of the Company, the Committee continued to dedicate
significant time and focus to considering this during the course of
2022. In the year, the non-executive directors were able to gather
for the evening to discuss succession planning in relation to the
senior members of the executive team. This was preceded by
a presentation from the CEO on his assessment of the relative
performance and the development needs of his senior team.
John Cryan
Chair
Annual Report 2022Governance 101
Role of the Committee
The Committee’s full terms of reference, which are reviewed by the
Committee and submitted to the Board for approval on an annual
basis, are available on the Company’s website. A summary of
responsibilities is as follows:
• keep the Board’s composition under regular review in terms of
its size, structure, skills, experience and diversity in response to
changing business needs and opportunities;
• identify the particular skills, knowledge and experience required
for specific Board appointments and conduct the search and
selection process;
• recommend the appointment of new candidates to the Board and
the renewal, where applicable, of existing non-executive director
appointments; and
• review plans for executive director and senior management
development and succession.
Board and Committee changes
In late 2021, the Committee commenced a non-executive search for
individuals with strong finance and asset management experience.
Following a comprehensive search process, Jackie Hunt emerged
as the preferred candidate and was appointed as a non-executive
director and member of the Audit and Risk Committee (ARCom) and
Remuneration Committee (RemCom) with effect from 28 February 2022.
Following the Company’s AGM on 6 May 2022, Dev Sanyal and Zoe
Cruz stepped down from the Board and ceased to be members of
the ARCom and RemCom respectively at that time.
As previously mentioned, the Committee decided to adjust the focus
of its non-executive search process from candidates with technology
expertise to those with strong markets experience to take account
of retirements from the Board anticipated over time. Hedley May
(who have no other connection with the Company or any individual
director), with input from certain Board members, produced a longlist
of candidates with the relevant credentials for the Committee’s
consideration. All Committee members and Luke Ellis met with
a shortlist of candidates and were pleased to recommended the
appointment of Alberto Musalem as a non-executive director and
as a member of the ARCom and RemCom to the Board for approval.
The Board approved Alberto’s appointment which took effect on
1 November 2022. Alberto brings extensive investment management
experience, economic and public policy expertise and broad
knowledge of capital markets and regulation.
Kate Barker, who has been on the Board for six years, has decided
not to seek re-election for a third term and will therefore be stepping
down as a non-executive director and member of the RemCom and
ARCom on 1 April 2023.
Chair Succession
The Committee recognised that, in line with the Code, John Cryan
would be expected to step down from the Board by 15 January 2024
at the latest, nine years after his appointment as a director of the
Company. As a consequence, the Committee spent time during
2022 considering Chair succession and, as Senior Independent
Director, I was invited to lead the process. Set out below are the main
considerations and stages involved in that work. Neither John nor Anne
(who had been identified relatively early on in the process as a potential
successor) had any involvement in the discussions or the decisions
reached, in line with best governance practice, although I kept John
updated on progress and sought his views where appropriate in order
to benefit from his insights and experience as the incumbent Chair.
Q3 2022:
• Private discussions held with Committee members to establish
whether any current non-executive directors might be candidates
for the role. Anne Wade identified as a potential candidate.
• Initial discussions took place with Hedley May (HM) to assess
the support that they may be able to provide during the process.
Given HM had worked on a number of other recent and ongoing
Man Group Board searches, they were considered to have a
good understanding of the Board, its dynamics and the required
attributes of a successful Chair.
• Detailed role and character specification agreed focusing on
desirable experience, including previous Board and financial
services experience and a strong understanding of markets, as
well as personal characteristics, including cultural fit and the ability
to build strong relationships with the Board and executive team.
• Discussions held with non-executive directors. Anne formally
indicated that she would like to be considered as a potential
candidate for the role.
• HM instructed to undertake a desktop exercise to identify a
longlist of potential external candidates who could be considered
for the role, interview Anne for the role and calibrate her against
the external list.
Q4 2022:
• Comprehensive interview/assessment of Anne undertaken by HM.
• Longlist of potential external candidates and output of Anne’s
interview (including external calibration against the list) provided by
HM to the Committee.
• The Committee reviewed and discussed the list, taking account of
previous experience and soft skills that each candidate brought,
and concluded with support from Luke Ellis that Anne was the
best candidate for the role. This was based on the breadth and
depth of Anne’s experience and the strong cultural alignment
between Anne and the rest of the Board and management team.
Q1 2023:
• John informed the Board that he would be retiring towards the
Renewal of existing non-executive director appointments
end of 2023.
The Committee reviewed the profile of Board tenure of our non-executive
directors in light of its future needs. As part of this, it considered the
renewal of the appointments of Lucinda Bell and Ceci Kurzman, whose
first three-year terms were due to expire in February 2023, and Anne
Wade whose first three-year term was due to expire in April 2023.
Lucinda, Ceci and Anne did not take any part in the consideration of
the renewal of their individual appointments. The Committee agreed,
taking account of the current cycle of Board development and
succession and the feedback on their contributions to the Board, to
recommend the renewal of their appointments for a further three-year
term to the Board for approval, subject to annual reappointment by
shareholders at the AGM.
Man Group plc |
• Upon the Committee’s recommendation, the Board approved
Anne’s appointment as the next Board Chair following John’s
departure and agreed that a new Remuneration Committee Chair
to succeed Anne (given she would be expected to step down from
that role on appointment as Chair in line with the Code) would be
announced in due course.
• John’s retirement and Anne’s appointment announced to
the market.
Richard Berliand
Senior Independent Director
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 102
Nomination Committee report continued
Committee evaluation
Progress on the priority areas identified by the Committee in last year’s evaluation is set out below, together with the areas for focus
highlighted in the 2022 evaluation.
Progress on priority areas identified in 2021 evaluation
Priority Area
Agreed action
Progress during 2022
Board
composition/
appointments
Skills matrix,
training and
development
• Agreed to progress non-
executive searches for
individuals with strong finance
and technology experience.
• Agreed wider non-executive
director involvement was
appropriate when considering
Board appointments and that
communication channels could
be further enhanced.
• Agreed to implement
and maintain a formal skills
matrix, designed to support
succession planning discussions
and build out of bespoke Board
training programme.
• Jackie Hunt, who brings significant finance experience, was appointed to the
Board with effect from 28 February 2022. Priorities reassessed during the year
and agreed that a non-executive search process for individuals with extensive
markets experience should be prioritised over the search for individuals with
strong technology experience. Alberto Musalem appointed to the Board with
effect from 1 November 2022.
• Involvement of other Board members in appointment process enhanced
through comprehensive updates at Board meetings or via 1:1 discussions
with John Cryan and Richard Berliand.
• Skills matrix implemented in late 2021 and updated during 2022 to take account of
the new non-executive directors’ experience. Output discussed by the Committee.
¬ See page 90
• Board training programme strengthened with sessions held on the Market
Abuse Regulation, the Information Security landscape and a Man AHL
‘teach-in’ to supplement the sessions hosted by legal/professional service
firms that are attended by non-executive directors throughout the year.
The Committee also discussed the following areas which were identified in the 2022 Board evaluation as requiring further Committee
consideration during 2023.
Board composition: continue to keep Board composition under review, particularly in light of the non-executive directors’ remaining tenures
and the resulting changes to the Board anticipated over the next two to three years.
Succession planning: enhance formality around executive succession planning process.
John Cryan
Chair
Board Diversity and Inclusion Policy
The Board Diversity and Inclusion Policy sets out the Board’s
understanding of the value and impact of diversity in its broadest
sense and the measures, processes and inputs through which it
seeks to increase diversity on the Board and influence and monitor
its impact within the Company as a whole. The policy, which is
summarised in the box adjacent, is fully aligned with Man Group’s
diversity, equity and inclusion statement. Further details of our
diversity, equity and inclusion activities throughout the firm are
given in the People and Culture section on pages 38 to 43. The
developments regarding the number of women in Man Group’s
senior management roles (defined as those who are, or report
directly to, members of our Executive Committee) are set out in
the non-financial KPIs section on page 21.
Overview
The Board embraces and seeks to promote diversity and inclusion
in its broadest sense, both in terms of its own composition and within
Man Group’s senior management and employee base as a whole.
It sees diversity as the combination and interaction of people with
different knowledge, skills, experience, backgrounds and outlooks
and believes that this inclusion creates greater value and leads to better
decision-making and performance at all levels of the organisation.
Man Group plc |
The Board is responsive to diversity and inclusion challenges
within the financial services industry and endorses the steps
initiated and implemented by the executive management team to
help navigate these challenges. In addition to the internal diversity,
equity and inclusion initiatives within Man Group, the Chair and
CEO are members of the 30% Club; Man Group is represented
on external inclusion-focused committees and working groups
and is also a signatory to the Women in Finance Charter and Race
at Work Charter.
The Board supports the adoption and disclosure of targets for
building gender and ethnic diversity across FTSE company boards
and senior management, including the recommendations set out
in the FTSE Women Leaders Review (previously the Hampton-
Alexander Review) on gender diversity and the Parker Review on
ethnic diversity. The Board is committed to ensuring that there is at
least 40% representation of either gender and at least one director
from an ethnic minority background on the Board, whilst recognising
that during periods of transition, this composition may not, temporarily,
be maintained. Page 71 provides further details on current Board
diversity metrics which are set out in the form prescribed by the
Financial Conduct Authority. Set out opposite are three main areas
on which we are focusing in pursuing our policy objectives.
Annual Report 2022Governance 103
Board and Board Committee appointments
When seeking to make a new appointment, the Board will focus
first on identifying an individual with the capability, expertise and
experience required to discharge the specific role, and will select
the best candidate on that basis. Within this remit, it recognises
the added value to be derived from all forms of diversity,
including diversity of age, gender, gender identity, ethnicity, sexual
orientation, disability, educational, professional and socio-economic
background, and cognitive and personal strengths. To support this
objective, we adopt a formal approach to Board searches which
includes insisting on strong representation of under-represented
groups on search firms’ long and short lists and remaining
conscious of any potential for bias in the interview and selection
process. We will also consider and explore alternative routes to
the supply of appropriate candidates.
Implementation in 2022
In addition to the regular updates on specific people hires and
promotions, the Board again undertook a specific review of
Man Group’s culture. This included consideration of the diversity,
equity and inclusion network activities to promote and support
a diverse culture within the organisation and management’s
continued efforts to improve diversity within the organisation.
Further details are set out on pages 38 to 43.
Formal succession planning discussions at Board and Nomination
Committee meetings were supplemented this year through more
informal discussions during Board dinners around development and
succession planning for Board and senior management positions.
The Board was also able to increase its exposure to executives
below Board level and to assess the strength, breadth and diversity
of management resource available to the business through:
Implementation in 2022
The Committee considered diversity in the context of the new
non-executive appointments and as part of the Chair succession
process and requested Hedley May (external search firm) to
take account of this when identifying potential candidates for the
relevant roles. As set out on page 71 we are pleased that we have
maintained gender parity on our Board and that we have more than
one director from an ethnic minority background.
• updates at Board and Committee meetings from Senior
Executive Committee members and other members of the
management team on the areas of the business for which they
are responsible;
• attending presentations delivered by various individuals during
the Board visit to Boston (see page 83 for further details); and
• participation by certain non-executive directors in an ExCo
Oversight of recruitment, development and inclusion
The Board continues to encourage and oversee the output from
a wide range of recruitment and people development policies
and initiatives led by the executive management team, which aim to
grow the diversity of Man Group’s talent pool, provide development
opportunities for all and embed an inclusive culture. While we
cannot lead such initiatives directly, our role as a Board is to monitor
and challenge the impact they are having on the firm. As part of this
oversight, we review and discuss the success of the diversity, equity
and inclusion network activities across Man Group that aim to
promote and support a diverse culture within the organisation.
We also keep updated on Man Group’s relationships with partners
who can help source talent from more diverse backgrounds and
under-represented groups, and Man Group’s sponsorship of events
that encourage more diverse talent into financial careers.
In addition, a key role of the Nomination Committee is to
monitor and discuss with the CEO the career development and
succession plans for senior management across the firm, including
the progress of any under-represented groups. This enables us
to promote the development of a strong and diverse pipeline of
talent for future executive leadership and Board positions. The
responsibilities of the Nomination Committee in relation to the
implementation of its diversity and inclusion objectives are outlined
in its Terms of Reference (available on the firm’s website).
mentoring programme.
Review and reporting
The Board is committed to the development of diversity and
inclusion on the Board and among Man Group’s employees. It will
seek feedback on Board balance, including the balance of skills and
experience, in its annual Board evaluation and will keep the review
and challenge of Man Group’s people development, inclusion and
diversity programmes firmly on the Board agenda. An account of
the Board’s activities and progress against its objectives in these
areas will be given in the Annual Report each year.
Implementation in 2022
Feedback from the 2022 Board and Board Committee evaluations
highlighted the strong gender diversity on the Board as well as the
diversity of perspective and background whilst identifying the need
to bring additional markets experience. The Board was pleased
to appoint Alberto Musalem as a non-executive director in late
2022 who brings extensive investment management experience,
economic and public policy expertise and broad knowledge of
capital markets and regulation. The Nomination Committee will
continue to focus on ensuring the composition of the Board
remains appropriate along with the promotion of diversity through
recruitment, talent management and succession.
The Nomination Committee spent considerable time during the year
discussing the implications of the new disclosures to be required
under the Listing Rules around gender and ethnic diversity at Board
and executive management level. Despite the new requirements
coming into force for reporting on financial years starting after
April 2022, the Committee noted the FCA’s encouragement
of early adoption and agreed that metrics regarding diversity
targets (gender and ethnicity) of Board and Executive Committee
members, in the form prescribed by the FCA, should be included
in the 2022 Annual Report (see page 71).
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 104
Directors’ Remuneration report
1. Chair’s annual statement
Anne Wade
Chair of the Remuneration Committee
Summary of the Remuneration Committee’s activities in
2022 and early 2023
• Determined the total annual compensation for the executive directors,
Executive Committee members, the Company Secretary and Remuneration
Code staff.
• Completed the implementation of the new Directors’ Remuneration Policy,
including the inclusion of ESG-related metrics and objectives in the LTIP and
bonus, which was approved by shareholders in May 2022.
• Considered compensation of the wider workforce, including by reference to
both gender and ethnicity metrics, and reviewed the ratio of the CEO’s pay
to other employees.
• Reviewed the 2020 LTIP and considered whether a windfall gain had been
made and what, if any, adjustment to the award would be appropriate.
• Considered the fee for the Chair and the salary of the CFO.
• Reviewed and approved the Directors’ Remuneration report.
Membership1:
Anne Wade (Chair)
Richard Berliand
John Cryan
Jackie Hunt
Kate Barker
Alberto Musalem
Where appropriate, Luke Ellis is invited to attend Committee meetings.
1 Jackie Hunt and Alberto Musalem were appointed as members of the Committee on
28 February and 1 November 2022 respectively.
How the Committee spent its time in 2022
6
1
5
3
4
2
1. Executive directors’ remuneration
2. Employee remuneration
3. Senior management remuneration
4. Shareholder engagement, DRR and Remuneration Policy
5. Governance and other
6. Financial regulation
Man Group plc |
46%
18%
9%
11%
11%
5%
Contents
Chair’s annual statement
Remuneration at a glance
Directors’ Remuneration Policy summary table
Remuneration outcomes for 2022
Executive director pay in the context
of Man Group’s shareholders
Executive director pay in the context
of Man Group’s employees
105-108
109-112
109
110-111
112
112
Remuneration outcomes in 2022
113-122
Single total figure of remuneration for executive directors
Annual bonus in respect of 2022 performance
Vesting outcome in respect of the 2020 LTIP
Relative importance of spend on pay
Review of past performance
Percentage change in directors’ remuneration
CEO pay ratio
Retirement benefits
Single total figure of remuneration for non-executive directors
Payments for loss of office
Payments to past directors
Directors’ interests
Directors’ interests in shares and options under Man Group
long-term incentive plans
Shareholder voting and engagement
113
113-115
116
116
117
118
119
119
119
120
120
120
121-122
122
Implementation of Directors’
Remuneration Policy for 2023
Base salary
Annual bonus for 2023
Long-Term Incentive Plan for 2023
Non-executive directors’ Remuneration Policy for 2023
Illustrative pay for performance scenarios
123-124
123
123
123
123
124
Remuneration Committee
125-127
Membership and attendance
125-126
126
Independent advisers
Committee activities during 2022 and the early part of 2023 126-127
127
2022 Committee evaluation
127
Benchmarking and peer groups
Annual Report 2022Governance 105
Dear Stakeholder
On behalf of the Board, I am pleased to present the Directors’
Remuneration report (the DRR) for the year to 31 December 2022.
For ease of reference, this report contains the following sections:
• a detailed index to help you find the sections you need (page 104);
• this annual statement (pages 105 to 108);
• the remuneration ‘at a glance’ section, summarising how the
Directors’ Remuneration Policy has been implemented in 2022
(pages 109 to 112); and
• the annual report on remuneration (pages 113 to 127).
1.1 Introduction
I would like to start by again thanking those shareholders who
participated in our extensive consultation on the new Directors’
Remuneration Policy during late 2021 and the early part of 2022.
We received thoughtful and constructive feedback which helped
to shape the policy on which shareholders were asked to vote at
the 2022 AGM resulting in support in favour of the policy from more
than 90% of our shareholder base. During the remainder of the year,
the Committee’s particular areas of focus included: remuneration
outcomes in the context of Man Group’s performance, the impact
of inflation on lower paid employees and a review of the 2020 LTIP.
Against a difficult backdrop in our industry, Man Group plc has
delivered another year of outstanding performance and we believe
the executive pay outcomes, as detailed below and in the sections
that follow, appropriately reflect that level of sustained performance.
During 2022, increased inflation and its impact on the cost of living
has been a growing area of concern for some employees and the
Committee spent time discussing with management how best to
support our workforce, as set out in more detail below.
We also undertook a detailed review of the vesting of the 2020 LTIP
to determine whether we considered that a ‘windfall’ gain may have
been made, as a result of the unique circumstances at the onset of
the pandemic. After careful consideration, the Committee exercised
its discretion to reduce the number of shares originally granted, as
set out in more detail in section 1.6 below.
Man Group plc has delivered another year of
outstanding performance and we believe the
executive pay outcomes appropriately reflect
that level of sustained performance.
Anne Wade | Chair of the Remuneration Committee
1.2 The Remuneration Policy
As a reminder, the policy that was approved by shareholders in
May 2022 resulted in an equal split between bonus and long-term
incentive opportunities, together with an increase in the amount of
bonus deferred. We believe this change delivered greater alignment
with the wider workforce. We also chose to use the opportunity of
reviewing the Remuneration Policy to include explicit ESG-related
objectives and metrics into the incentive arrangements for the
executive directors, providing a clear link to that part of our strategy.
The Committee will continue to keep the policy under review and
is happy that it has operated as intended during 2022.
The performance metrics selected for use in the short and long-term
incentive arrangements in the Directors’ Remuneration Policy reflect
Man Group’s strategic priorities. The financial metrics are aligned with
Man Group’s financial key performance indicators (KPIs) which illustrate
and measure the relationship between the investment experience of
Man Group’s clients, our financial performance and the creation of
shareholder value over time. The non-financial objectives in the bonus,
including those related to ESG, are aligned with our strategic focus
and non-financial KPIs to ensure that executives remain focused
on the delivery of annual performance whilst ensuring the building
blocks for future growth are put in place. This alignment ensures
that the link between strategy, the KPIs by which we measure
performance and reward is clear, as shown in the table below.
Innovative investment
strategies
Strong client
relationships
Efficient and effective
operations
Returns to
shareholders
Strategic priorities
Relative net flows
Bonus metrics
Relative investment performance
Cumulative relative net flows
Core management fee EPS
Core EPS
ESG-related objectives
Strategic and personal objectives
LTIP metrics
Relative TSR
3-year core management fee EPS
3-year core EPS
ESG scorecard
Non-financial
KPIs
– Carbon
footprint
– Women
in senior
management
roles
– ESG
integrated
AUM
– Employee
engagement
Financial
KPIs
– Relative
investment
performance
– Relative net
flows
– Core
management
fee EPS
growth
– Core EPS
Man Group plc |
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Directors’ Remuneration report continued
1. Chair’s annual statement continued
1.3 Shareholder engagement in 2022
1.5 Review of performance in 2022
As I mentioned earlier, extensive consultation with shareholders was
undertaken as part of the finalisation of the policy presented at the
2022 AGM. At the time the DRR was published in March 2022, we
again contacted shareholders, representing more than 60% of our
shareholder base, together with the main shareholder representative
bodies and proxy agencies, offering a meeting or call to discuss any
aspects of the published policy or the DRR. We felt comfortable that,
through the extensive engagement undertaken, we had addressed
any material concerns or questions and this was reflected in the
substantial support at the AGM for both the policy and DRR.
1.4 The link between the pay of executive directors
and the workforce
During 2022, increased inflation and its impact on the cost of living
has been a growing area of concern for some employees as they
grapple with the impact of substantial cost increases. The Committee
was pleased by the way management carefully considered this issue
and took steps to address it, with a particular focus on supporting
those employees at the lower end of the pay scale. For the first time,
management conducted a tiered salary review whereby those on
the lowest pay scale, representing approximately 20% of the global
employee population, may expect to receive double-digit salary
increases, subject to satisfactory performance. Overall salaries are
budgeted to increase by an average of 6%.
In addition, as part of its consideration of the overall appropriateness
of the executive directors’ remuneration in 2022, the Committee
undertook the following actions:
• approved the total bonus pool to be allocated to staff which, as a
result of outstanding performance in the year, is 21% higher than
in 2021, meaning our employees share in the continued success
of the Company;
• carried out a detailed review of bonus proposals and evaluations
for the Executive Committee, Company Secretary and individuals
covered by the Remuneration Codes;
• reviewed the ratio of CEO pay to the UK employee population and
discussed the reasons for the movement over previous years, as
set out in the commentary under table R8 on page 119; and
• reviewed annual performance ratings and compensation
outcomes by gender and ethnicity to ensure decision-making
was objective and without bias. This analysis, which has now
become an integral part of committee business, showed that
compensation in the wider workforce was fair and reasonable,
when taking account of the employee’s role and location.
The Committee again engaged directly with employees by providing
a simple document explaining how the remuneration of the executive
directors is determined and how that links with the approach to the
remuneration of the wider workforce, and employees were invited to
submit any questions via a dedicated email address.
Against a backdrop of inflation which weighed significantly on
financial markets throughout 2022, Man Group plc has again
delivered outstanding performance.
Our relative net inflows outperformed our industry peers which
highlights how our differentiated investment strategies and solutions
continue to attract clients even when the macro environment becomes
more challenging. The combination of management fees growing
consistently ahead of market rates and continued good cost
discipline delivered excellent core management fee EPS. In addition,
Man Group delivered an exceptional performance fee outcome for a
second consecutive year.
Our shareholders continue to share in our consistent performance.
Since the appointment of Luke Ellis as CEO in September 2016
Man Group plc has delivered Total Shareholder Return (TSR) of
159%, dramatically outperforming both the broader FTSE 250
return of 24% and the return of our more direct peers in the
FTSE 350 Financial Services Index at 48%.
1.6 Remuneration outcomes for 2022
As I said in my introduction, in a year in which the executives and
employees of Man Group plc have delivered exceptional results for
our shareholders, the Committee was pleased that the incentive
outcomes reflected that outstanding performance.
In the Remuneration ‘at a glance’ section of this report (page 110)
we have again detailed how we set stretching targets for the 2022
bonus. In a period when many of our peers have experienced net
outflows we were pleased to deliver an increase in relative net flows
of 5.3%, building on our industry-leading performance in 2021.
The threshold for core management fee EPS of 15.5 cents was set
just below the excellent performance of 15.7 cents delivered in 2021.
At the maximum of 17.5 cents, growth on prior year of 11% was
required so we are extremely pleased that 18.4 cents was delivered.
The volatility of performance fee income means that it is appropriate
to set a wide range for core total EPS bonus targets. Nevertheless,
after an exceptional year in 2021, the threshold, target and maximum
were set 30% higher than in 2021 at 20.7 cents, 25 cents and
31.8 cents respectively. A second year of outstanding performance
fee delivery resulted in core total EPS of 48.7 cents. This resulted
in an overall outcome on the financial component of the bonus of
65.8% out of a maximum of 70%.
In the first year that ESG-related objectives have been included
explicitly in the bonus, the Committee noted that excellent progress
had been made (as detailed on page 114). These objectives are
common to both executive directors and a score of 14%, out of a
maximum of 15% was awarded.
As set out earlier, the CEO’s leadership has delivered exceptional
performance again for Man Group plc’s shareholders. The personal
and strategic objectives in the bonus are intended to incentivise
performance on the range of actions and activities in the business,
the results of which we expect to see delivered over time in the
quantitative outcomes in the LTIP. It was felt that expectations had
been exceeded on these objectives by the CEO and an outcome of
15%, at the maximum for this element of the bonus, was warranted.
Antoine Forterre also had an excellent year and an outcome of 13%
was awarded.
Man Group plc |
Annual Report 2022Governance 107
1.6 Remuneration outcomes for 2022 continued
Adjustment to the award
2020 LTIP
The 2020 LTIP award was granted at the onset of the COVID-19
pandemic on 13 March 2020, when global financial markets were
impacted by significant uncertainty. At that time, the Committee
undertook to review the award, at the time of vesting, to determine
whether market-driven, rather than underlying performance-driven,
increases in share price would result in a ‘windfall’ gain for executives.
Due to the complexity of the matter, the Committee has considered
a range of reference points and perspectives in determining the
proposed approach.
Business performance
The management team has delivered continuing exceptional
performance since the grant of the 2020 award, steering
the business through the pandemic and its aftershocks, and
demonstrating highly resilient financial performance over what was
an extraordinary period. 2021 and 2022 are the two best years for
Man Group since 2009.
In 2020, we increased our dividend by 8% and returned an additional
$100m via share buybacks, being one of the first UK corporates
to do so during the pandemic. Since then, we have moved to a
progressive dividend policy with the dividend having been raised
every year.
Our funds performed strongly overall, returning $11.5 billion
in investment gains and delivering 2.3% of relative investment
outperformance to our clients over the last three years. This is
reflected in the excellent vesting level, at 84.6% of the 2020 LTIP, the
performance conditions for which were set prior to the onset of the
pandemic. Details of the performance against each of the metrics are
set out in table R3 on page 116.
We saw record net inflows of $18.6 billion with all our main product
categories experiencing positive net flows which has had a direct
positive impact on our AUM.
Our Executives have demonstrated excellent leadership throughout
this challenging period, prioritising the well-being of colleagues and
protection of clients’ assets whilst continuing to make progress on
previously identified priorities.
Share price reference points
The Committee also recognised, however, that the 2020 grant
date was close to the ‘trough’ of the equity market. Given this and
the extreme volatility at the time of grant the Committee determined
that a reduction of 10.6% should be made to the number of shares
originally awarded.
The Committee calculated the adjustment based on the market
movement around the grant date, as this represents short-term
market fluctuations that are arguably not directly linked to Man’s
underlying business performance, which has been excellent over
the whole vesting period.
A period of +/-10 days was chosen as the period where the most
significant changes in market prices occurred. Over this period, the
median share price across Man’s UK peers was, on average, 11.8%
higher than the share prices on 12 March 2020 (the date the share
price was based on for Man’s 2020 grant).
Change in share price around 2020 LTIP grant
e
t
a
d
t
n
a
r
g
m
o
r
f
e
c
i
r
p
e
r
a
h
s
d
e
s
a
b
e
R
190
160
130
100
70
Grant date
share price
11 Feb
2020
21 Feb
2020
02 Mar
2020
12 Mar
2020
22 Mar
2020
01 Apr
2020
11 Apr
2020
21 Apr
2020
01 May
2020
11 May
2020
Man Group
Median of Man’s UK peers
This 11.8% increase has been applied as an adjustment to the
share price used to calculate the number of shares originally
awarded. The number of shares that would have been granted at the
new ‘assumed’ share price of £1.14 is 10.6% lower than the number
of shares originally awarded at the actual grant price of £1.02. As a
result the value of the CEO’s LTIP at vesting has been reduced by
the Committee by $0.8m compared to the amount he would have
received if no discretion had been exercised.
The Committee also considered a number of share price reference
points in reflecting on the extent to which value delivered since grant
might represent a ‘windfall gain’ under the LTIP.
In considering whether the overall remuneration of the executive
directors for 2022 was appropriate, the Committee considered a
number of factors, including:
The analysis of performance since grant confirmed that Man has
significantly outperformed its asset management peers over the
period. Man’s share price increased by 112%, compared to a
decrease of 1% at median amongst asset management peers.
Over the three-year LTIP performance period, Man has delivered
TSR of 65% which puts it well into the first quartile of its FTSE 250
peer group.
Man’s share price increased by 29% in the 3 months following
grant, compared to 14% for peers, reflecting the actions of the
management team in navigating the pandemic, rather than Man’s
shares ‘riding’ an equity market recovery.
• the outstanding performance delivered for a second successive
year despite macro-economic headwinds which have proved
challenging to most of our sector peers;
• the experience for Man Group’s shareholders with excellent
total shareholder returns including a higher dividend paid. Over
the three-year LTIP performance period Man Group’s relative
TSR of 65% put it in the top quartile, ranking at position 11
out of 148 companies, when compared to the FTSE 250 peer
group; and
• the experience of Man Group’s employees with the bonus pool
up 21% and the mean bonus having increased again, after 2021’s
substantial increase.
Man Group plc |
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108
Directors’ Remuneration report continued
1. Chair’s annual statement continued
1.6 Remuneration outcomes for 2022 continued
Other 2022 Remuneration Decisions
Antoine Forterre was appointed as CFO of Man Group
on 1 October 2021 and, after 15 months in the role, the
Committee considered it appropriate to undertake a review
of his salary. Antoine has performed extremely well and the
Committee has increased his salary to reflect that performance
and his greater experience in the role. Consequently, with effect
from 1 January 2023, the CFO’s salary increased to $654,000,
from $625,000. This represents an increase of 4.6%, well below
the average employee increase of 6%.
The annual reviews of the Chair and non-executive directors’ (NEDs’)
fees were also undertaken during the year. No changes are being
proposed to the fees for NEDs but the Committee considered it
appropriate to raise the Chair’s fee to £385,000 (from £350,000)
from the beginning of 2023. When John Cryan’s appointment as
Chair was announced in September 2019, the fee for the role had
been set at £450,000 for historical reasons, as explained in detail in
the 2019 DRR. At that time, the Committee reviewed benchmarking
of similar roles in broadly equivalent sized companies in the financial
services sector and, taking into account the demands of the role, set
the fee at £350,000 from John’s appointment in January 2020. This
is the first increase since then and is considered appropriate to reflect
both the demands of the role and the development of Man Group
since that time.
1.7 Conclusion
I hope that you find the information in this letter, and the sections of
the DRR that follow, to be clear and useful and I would welcome any
feedback you may have.
We look forward to welcoming you at our 2023 AGM and receiving
your support for this DRR at that meeting.
Anne Wade
Chair of the Remuneration Committee
Man Group plc |
Annual Report 2022Governance 2. Remuneration at a glance
2.1 Directors’ Remuneration Policy summary table
Key elements
2022 2023 2024 2025 2026 2027 2028
Remuneration Policy
Implementation in 2022/23
109
Salary
– Overall policy maximum of
Fixed pay
Cash
bonus
Deferred
bonus
Long-term
incentive
Share
ownership
Malus and
clawback
Pension
allowance
Benefits
Maximum
opportunity
Operation
Maximum
opportunity
Operation
Salaries effective from 01/01/22:
– Luke Ellis $1.1m
– Antoine Forterre $625k
Salaries effective from 01/01/23:
– Luke Ellis $1.1m
– Antoine Forterre $654k
$1.1m will apply to all executive
directors, meaning no increase
for the CEO over the life of
the policy
– Maximum pension contribution
aligned to the maximum
available to all employees of
14% of salary and subject to the
same service criteria to receive
the highest contribution rate
– Includes family private medical
insurance, life assurance and
permanent health insurance
– 300% of salary
Metrics (%)
– Awarded as a combination of
cash (45%) and deferral (55%)
into shares (and funds once the
shareholding requirement has
been met) vesting in three equal
tranches in each of the following
three years
Relative net flows
Core management
fee EPS (cents)
Core EPS (cents)
ESG-related objectives
Strategic and
personal objectives
– 300% of salary
Metrics (%)
– Forward-looking three-year
performance conditions with
share grant at year 0, vesting
year 3 with subsequent two-year
holding period
Relative investment
performance
Relative TSR vs FTSE 250
3-year cumulative core
management fee EPS
3-year cumulative core EPS
Cumulative relative net flows
ESG scorecard
30
20
20
15
15
20
20
10
30
10
10
Shareholding
requirements
– CEO 300% of salary
– Other executive directors 200%
of salary
Actual shareholdings as at
31/12/22:
– CEO 1,917%
– CFO 306%
Post-
employment
requirements
Circumstances
– 100% of the requirement, or the actual holding on departure if lower,
to be retained for two years after leaving
The Committee may apply malus and/or clawback to variable
pay in certain specified circumstances, including:
– where the director fails to meet the required standards of fitness
and propriety,
– fraud or misconduct,
– material misstatement of financial results affecting the assessment of
a performance condition, or
– where there has been an error or inaccuracy relating to the
determination of variable pay.
In addition, it can apply malus if a director participates in, or was
responsible or accountable for:
– a material error,
– a material downturn in financial performance,
– a material failure of risk management,
– censure by any regulatory authority, or
– a significant detrimental impact on the Company’s reputation.
Malus applies until the end of the vesting period with clawback applying
until the end of any applicable retention period
¬ The full details of the executive directors’ Remuneration Policy approved in May 2022 can be viewed at www.man.com.
Man Group plc |
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Directors’ Remuneration report continued
2. Remuneration at a glance continued
2.2 Remuneration outcomes for 2022
2022 Bonus outcome (for the period from 1 January 2022
to 31 December 2022)
The targets for relative growth in net flows were set at the same
percentage growth rates as in the previous two years but, given
the considerably higher starting point for AUM, those growth rates
translate into much higher absolute targets than last year. In that
context, relative growth of 5.3% represents excellent performance.
Net Inflows, Relative growth (%)
Net flows, relative growth (%)
9.9%
9.8%
Core EPS includes both management fee and performance
fee related core earnings. The targets are based on the core
management EPS targets, to which are added implicit targets
for performance fee EPS. Given the volatility and unpredictability
of performance fees, those implicit targets are set with a wider range
of outcomes. Following a year of record performance in 2021 the
core EPS targets were set some 30% higher than in 2021, ahead of
the 23% increase in performance fee eligible AUM between 2020
and 2021. This resulted in core EPS targets of 20.7 cents, 25.0 cents
and 31.8 cents at threshold, target and maximum respectively. The
realised core performance fee EPS of 30.3 cents for 2022 represents
a 32% increase on the exceptional performance delivered in 2021,
driven by a second record year. Added to core management fee
EPS, this exceptional performance delivered core EPS of 48.7 cents,
representing growth of 26% on the 2021 performance and the
highest level since 2009.
4.6%
5.3%
6.0% Maximum
Core EPS (¢)
-1.2%
3.5% Target
53
1.0% Threshold
48.7
38.7
2018
20191
2020
2021
2022
1 For 2018 and 2019, the metric was growth in net flows; from 2020 the metric is growth in
relative net flows. The chart shows absolute growth for 2018 and 2019 and relative growth
from 2020 onwards.
12.7
21.0
16.2
31.8 Maximum
25.0 Target
20.7 Threshold
The targets for core management fee EPS built on the exceptional
performance in 2021, with the threshold set just below the 2021
actual, the target set 5% higher and the maximum requiring growth of
11% on the excellent result last year. The combination of management
fees growing consistently above market rates and good cost discipline
delivered core management fee EPS of 18.4 cents, a 17% increase
on 2021 and representing another year of outstanding performance
which delivered a maximum payout under this metric.
Core Management Fee EPS (¢)
0
2018
2019
2020
2021
2022
Core Management Fee EPS
Core Performance Fee EPS
Details of the performance against the ESG-related objectives,
shared by both executive directors, and their individual strategic
and personal objectives are set out in the table on pages 114 to 115.
18.4
15.7
17.5 Maximum
16.5 Target
15.5 Threshold
11.0
9.7
10.3
2018
2019
2020
2021
2022
Man Group plc |
Annual Report 2022Governance 111
2.2 Remuneration outcomes for 2022 continued
Long-Term Incentive Plan outcome (for the period from 1 January 2020 to 31 December 2022)
As set out in the Chair’s statement, the Committee undertook a detailed review of the vesting of the 2020 LTIP to determine whether it
considered that a ‘windfall’ gain may have been made, as a result of the unique circumstances at the onset of the pandemic. After careful
consideration, the Committee exercised its discretion to reduce the number of shares originally granted by 10.6%, as explained in section 1.6
on page 107. The financial impact of this adjustment is shown in table R4 on page 116.
Targets and outcome
In the 2019 DRR, the Committee set out the targets for the LTIP grant to be made in March 2020 and explained in detail why it considered
them to be appropriately stretching and, if achieved, to represent excellent returns to shareholders. As a reminder, the level of vesting
at threshold is 0% meaning that the directors will only start to receive any value under the LTIP when threshold performance has been
exceeded. This represents a much tougher hurdle than in many listed businesses. The table sets out the target ranges and the performance
delivered against them with further detail below on each metric.
2020 LTIP (1 January 2020 to 31 December 2022)
Metric
Weighting
Threshold
Target
Maximum
Achievement
Outcome
Relative investment performance
25%
0.0%
3.0%
6.0%
2.3%
9.6%
Relative TSR vs FTSE 250
3-year cumulative core management fee EPS, cents
3-year cumulative core EPS, cents
Relative cumulative net flows
Total
25%
20%
20%
10%
100%
Median
30.0
42.0
Mid 2nd
quartile
Upper
quartile
Upper
quartile
33.0
56.0
36.0
75.0
44.4
103.6
3.0%
10.5%
18.0%
19.7%
25.0%
20.0%
20.0%
10.0%
84.6%
Relative investment performance measures outperformance
against our peers and the threshold of 0% means the directors
are only rewarded under this measure if Man Group outperforms its
peers. Over the three-year performance period relative investment
performance of 2.3% was just below the target, resulting in a
payout of 9.6% for this metric. Delivery of more than 2% relative
outperformance versus our peers implies $9 billion more for
our fundholders.
Relative TSR vs FTSE 250 measures how Man Group’s
Total Shareholder Return compares to that of the constituents of
the FTSE 250 excluding investment trusts, funds and REITs. Out of
a population of 148 stocks still listed at the end of December 2022
(from 179 at the beginning of the measurement period), Man Group
has again delivered relative TSR in the top quartile, ranking at number
11 out of the peer group.
The targets for 3-year cumulative core management fee EPS
were established in absolute terms at 30 cents at threshold,
33 cents at target and 36 cents at maximum. The targets required
core management fee EPS to be, on average, 4%, 15% and 25%
higher than achieved in 2019 at threshold, target and maximum
respectively over three years which the Committee considered to be
appropriately stretching. Cumulative core management fee EPS of
44.4 cents has been driven by outstanding performance over the
period, especially in the last two years.
As described earlier, core EPS is the sum of core management
fee EPS and core performance fee EPS, which is the more volatile
and unpredictable element of core EPS. The performance fee
EPS targets for the 2020 grant were set in line with those for 2019
combined with the targets for cumulative core management fee EPS,
set out above. The threshold, target and maximum were established
at 42 cents, 56 cents and 75 cents. One way in which the Committee
satisfied itself that these targets were appropriately stretching was
by reviewing the cumulative core EPS delivered in the three-year
periods ending on each of the previous five years. This showed
that the threshold had only been achieved on two occasions during
that time and the target and maximum were 6% and 42% higher
respectively than had been achieved at any time during that period.
Another outstanding year for performance fees has delivered a
record three-year cumulative core EPS outcome of 103.6 cents.
The targets for cumulative relative net flows required
outperformance of 3%, 10.5% and 18% at target, threshold and
maximum respectively. The achievement of almost 20% of relative
growth on this measure represents an excellent outcome for all
Man Group’s fund and shareholders.
Over the last three years, Man Group has delivered excellent results
and this performance is reflected in the 2020 LTIP vesting level
of 84.6%, as set out above and in more detail on page 116. The
Committee specifically reviewed the impact of the share buybacks
implemented over the period on the realised EPS metrics, and therefore
the overall LTIP outcome, and concluded that no adjustments to
the outcome were required. It noted that both the cumulative core
management fee and cumulative core EPS metrics would have been
fully met even if the share count was unchanged from the end of
2019. The Committee also reviewed the impact of foreign exchange
movements and noted that they were negative overall. This was
because the benefit on costs of a better USD:GBP exchange
rate was outweighed by the negative impact on AUM and
therefore revenues.
Man Group plc |
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112
Directors’ Remuneration report continued
2. Remuneration at a glance continued
2.3 Executive director pay in the context of Man Group’s shareholders
The chart below shows the TSR generated since Luke Ellis’s appointment as CEO in September 2016, compared to both the FTSE 250 and
the FTSE 350 Financial Services Index and shows Man Group’s outperformance against both sets of peers.
Total Shareholder Return (TSR) (Sep 2016 – Dec 2022)
400
300
200
100
0
Sept
2016
Dec
2016
June
2017
Dec
2017
June
2018
Dec
2018
June
2019
Dec
2019
June
2020
Dec
2020
June
2021
Dec
2021
June
2022
Dec
2022
Man Group TSR
FTSE 250 TSR
FTSE 350 Financial Services TSR
Source: Datastream
The chart below shows the executive directors’ shareholdings compared to their shareholding requirements. Under the Remuneration Policy,
shares owned outright and those deferred shares that no longer have performance conditions attached count towards the shareholding
requirement. LTIP shares retained during the two-year post-vesting holding period also count towards the requirements. Shares which are not
owned outright are shown net of tax (i.e. excluding that proportion of those shares expected to be sold on vesting to settle the associated tax
liability). Both executive directors comfortably exceed their shareholding requirement.
Executive directors’ shareholdings (number of shares)
Luke Ellis (requirement = 300% of salary)
8,165,987 shares
Antoine Forterre (requirement = 200% of salary)
739,703 shares
0
200
400
600
800
1,000
1,200
1,400
1,600
1,800
2,000
2,200
% of salary
Shareholding requirement
Shares owned outright
Shares no longer subject to performance conditions (net)
2.4 Executive director pay in the context of Man Group’s employees
In determining the appropriate remuneration for the executive directors, the Committee carefully considered conditions for employees across
the firm. A high calibre, motivated workforce, appropriately rewarded for their contributions, is a critical component of our success and the
table below illustrates remuneration paid to the executive directors in the context of the wider workforce.
CEO – single total remuneration figure (SFT) ($’000)
Ratio of SFT to median UK employee 1
Compensation – all employees ($m) 2
Compensation ratio 3
Number of bonus-eligible employees
Mean annual bonus award per bonus-eligible employee ($’000)
Median annual bonus award per bonus-eligible employee ($’000)
CEO SFT as % of total compensation of all employees
Aggregate total SFT of all executive directors as % of total compensation of all employees
1 See table R8 on page 119 for the full disclosure of the CEO ratio.
2 Compensation for all employees represents total fixed pay (salary, pension and benefits) and variable pay in respect of 2022.
Year ended
31 December
2022
11,288
64:1
716
40%
1,508
323
54
1.6%
1.9%
Year ended
31 December
20214
7,797
42:1
643
40%
1,386
303
56
1.2%
1.9%
3 Compensation ratio represents total compensation costs for all employees (fixed base salaries, benefits, variable bonus compensation and associated social security costs) as a proportion
of net revenue (gross management and other fees, performance fees, income or gains on investments and other financial instruments, and share of post-tax profits of associates, less
distribution costs).
4 2021 numbers have been re-stated to reflect the actual value of the LTIP that vested in March 2022, based on the share price and exchange rate on that date; in the 2021 report, the number was
estimated based on a three-month average share price and the exchange rate at the end of 2021.
Man Group plc |
Annual Report 2022Governance 113
3. Remuneration outcomes in 2022
3.1 Single total figure of remuneration for executive directors
The table below sets out a single figure for the total remuneration received by each executive director for the year ended 31 December 2022
and the prior year.
Single total figure of remuneration for executive directors (audited) – Table R1
All figures in USD
Salary
Taxable benefits 2
Pension benefits 3
Other 4
Total fixed remuneration
Short-term variable 5
Long-term variable 6
Total variable remuneration
Total
Executive directors
Luke Ellis
Antoine Forterre1
2022
1,100,000
2,499
132,654
10,050
1,245,203
3,128,400
6,914,318
10,042,718
11,287,921
2021
1,100,000
2,678
134,812
5,151
1,242,641
2,708,750
3,846,0407
6,554,790
7,797,431
2022
625,000
3,127
76,014
9,175
713,316
1,740,000
–
1,740,000
2,453,316
2021
156,250
558
12,214
596
169,618
351,563
–
351,563
521,181
1 Antoine Forterre was appointed to the Board on 1 October 2021. Remuneration disclosed for 2021 reflects the period during the year that he was an executive director of the Company
(1 October to 31 December 2021).
2 Taxable benefits include private medical insurance.
3 Pension benefits are paid into the Man Group Self-Invested Personal Pension with any contributions exceeding the annual or lifetime allowance paid as cash on a cost neutral basis to the Company.
4
‘Other’ includes non-taxable benefits (e.g. life insurance, Group income protection and fund fee rebates).
5 See table R2 for details of the short-term variable compensation award. The Committee has not applied any discretion to the formulaic outcome. Bonus amounts for Antoine Forterre disclosed
for 2021 are calculated on the basis of the salary he received for the period he served as an executive director.
6 The 2020 award under the Man Group plc LTIP was made in March 2020 for the three-year performance period commencing on 1 January 2020 and ending on 31 December 2022. Vested shares
will be delivered following a further two-year holding period. See Table R4 for details of the long-term variable compensation award. The LTIP award was originally based on the market value of a
Man Group plc share on 12 March 2020 being £1.0205; as set out in detail on page 107, the Committee has exercised its discretion to reduce the number of shares granted by 10.6%, equivalent to
the original grant price having been £1.1409. The value shown above therefore includes $3,657,859 which relates to share price growth over the performance period. Antoine Forterre did not receive
an award under the March 2020 LTIP as he was appointed to the Board on 1 October 2021.
7 The long-term variable outcome reported in 2021 was estimated based on the three month average share price and year-end exchange rate. It has been restated above to reflect the actual share
price of £1.9465 and exchange rate of £1:$1.3041 on the date it vested in March 2022. Vested shares are subject to a further two-year retention period.
3.2 Annual bonus in respect of 2022 performance
The annual bonus is based on the Committee’s assessment of executive directors’ performance against objectives agreed by the Board
at the beginning of the year, split 70% based on quantitative metrics, 15% on ESG-related objectives and 15% on individual strategic and
personal objectives. The threshold, target and maximum ranges are considered by the Remuneration Committee to represent appropriately
stretching levels of performance and are set by reference to internal budgets and strategic plans, industry backdrop and external expectations,
as covered in more detail in the Chair’s letter and remuneration ‘at a glance’ section.
Table R2 shows the results of the Committee’s assessment of the performance delivered in 2022.
Annual bonus in respect of 2022 (audited) – Table R2
Financial metric
Increase in relative net flows
Core management fee EPS (cents)
Core EPS (cents)
Total financial metrics
ESG-related objectives1
Total financial metrics and ESG objectives
Weighting
30%
20%
20%
70%
15%
85%
2021
actual
9.8%
15.7
38.7
n/a
15%
Strategic and personal objectives
Percentage of maximum annual bonus awarded 100%
Quantum of award – total2
Quantum of award – paid in cash
Quantum of award – deferred
1 The ESG objectives relating to the 2022 annual bonus can be found on page 114.
Threshold
(25% of max)
1.0%
15.5
20.7
Target
(50% of max)
3.5%
16.5
25.0
Maximum
(100% of max)
6.0%
17.5
31.8
2022
outcome
5.3%
18.4
48.7
%
achieved
86%
100%
100%
Luke Ellis
15.0%
94.8%
$3,128,400
$1,407,780
$1,720,620
Bonus outcome
after weighting
(% of max)
25.8%
20.0%
20.0%
65.8%
14.0%
79.8%
Antoine Forterre
13.0%
92.8%
$1,740,000
$783,000
$957,0003
2 45% of the bonus is paid in cash with the remaining 55% deferred into Man Group plc shares; when a director achieves their shareholding requirement, up to half of the deferral may be
into Man Group funds and the balance into shares. No further performance conditions apply to the deferral, which vests in three equal tranches on the first, second and third anniversary
of grant subject, in normal circumstances, to continued employment.
3
In line with the MIFIDPRU Remuneration Code, an additional post-vesting retention period of six months will apply.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 114
Directors’ Remuneration report continued
3. Remuneration outcomes in 2022 continued
3.2 Annual bonus in respect of 2022 performance continued
Assessment of performance against qualitative objectives
Key
Criteria fully met or exceeded
Criteria partially met
Criteria not met
Objective
ESG related1
Environment
Increase Man Group’s
intellectual leadership
in ESG and climate in
particular, and develop
concrete plans towards
net zero framework
Social
Continue to establish
Man Group as a leading
organisation in our
industry for talent and
diversity, targeting
communities of
particular relevance
Outcome
Plans towards net zero implemented and our level of disclosure enhanced for our global carbon operational emissions,
including emissions relating to our employees’ commutes and their work from home arrangements.
Carbon budgets rolled out to individual business units.
Additional products launched including Man AHL TargetClimate, a systematic multi-asset strategy aligned with the
global transition to a low carbon economy, GLG RI Sustainable Water & Circular Economy and Man Numeric Global/
Europe Climate.
Additional thought leadership pieces, published by Man Institute, on climate and ESG including a number of proprietary
research papers such as ‘Carbon Emissions: Under the Microscope3’, published in the Journal of Impact and
ESG Investing.
Strong engagement survey results of 8.2/10 overall (+0.1 on prior year) continue to evidence the positive and authentic
culture which is also consistently highlighted by employees to our designated employee engagement non-executive
directors during engagement sessions.
Man Group has been a signatory to the Women in Finance Charter since 2018, pledging to promote gender diversity,
including setting internal targets and reporting publicly on progress. Since signing the charter, we are pleased to have
seen a positive trajectory in the proportion of women in senior management roles. In 2018, we were at 22% (up from
16% in 2016) and we met our initial target of 25% female representation in senior management roles by December 2020.
Subsequent targets were set at 27.5% by the end of 2022 and 30% by 2024. In 2022, we achieved 30% female
representation on our Executive Committee (up from 28.6% in December 2021); as of December 2022, we had 26%
female representation in senior management roles more broadly. We remain focused on our initiatives to support and
develop women at all levels across Man Group, to ensure that they are able to reach their full potential and progress to
senior roles, and gender diversity targets have been rolled out by teams.
90% answer-rate on ethnicity status, building on progressive improvements over the last two years, to allow for better
analysis in future.
Additional Drive network and initiatives set up including the South Asian Network, Latin and Hispanic group and the
Veterans workstream.
Governance
Undertake evaluation
of existing governance
standards with a view to
achieving an appropriate
balance of interests
among multiple
key stakeholders
Continued strong governance evidenced by:
– Increase in MSCI ESG rating to AA.
– Maintenance of ISS Quality Score of 1 (top rating) for governance.
– Man Group plc Annual Report shortlisted by the Corporate Governance Institute for Annual Report of the Year
(FTSE 250 category) at the Corporate Governance Awards.
– Directors’ Remuneration Report ranked 4th out of 250 FTSE 350 companies using PwC’s best stakeholders
practice (Building Public Trust Awards) reporting criteria.
Man Group plc |
Annual Report 2022Governance
115
3.2 Annual bonus in respect of 2022 performance continued
Strategic and personal
Luke Ellis
Innovation
Oversee the
development of
new innovative
investment strategies
to support long-term
profitable growth
At December 2022, 82% of our AUM is from clients investing in two products or more and 52% from clients investing
in four products or more, which has grown from 71% and 48% respectively five years ago.
Climate-focused strategies launched: GLG Water & Circular Economy; Man AHLTargetClimate; Man Numeric Global/
Europe Climate and there are now 32 ESG-orientated funds vs. 18 in 2021.
30 institutional solutions mandates (and an extra four pre-launch) versus 23 in 2021.
Capital asset solutions set-up in progress.
Additional new content developed including liquidity provisioning in credit; cryptos; Global ECM; index rebalancing.
Monetisation of ESG tool with a first client.
Expansion of discretionary capabilities with fund launches in High Yield, Credit Opps, Dynamic Income and new senior
hire in capital markets.
Seed programme continues to be a key way to support product launches and growth, with 20+ new strategies
seeded during 2022.
Strategy
Conduct a
strategic review of
the GPM Strategy
Clients
Diversify the client base,
with a particular focus
on North America and
wealth channels globally
Antoine Forterre
Strategy
Conduct a review of
Man Group’s liquidity
deployment and
M&A strategy
Risk
Develop a new risk
framework for the
balance sheet
Stakeholders
Oversee the execution of
a new investor relations
strategy, strengthening
relationships with
existing shareholders
and attracting new ones
Review conducted as part of Board Strategy Day; rationalisation of focus on real estate and further review of operating
model (e.g. tax and legal functions further embedded within investment teams).
New leadership of Man GPM business.
North America: $44 billion AUM versus $40 billion last year; American Beacon AHL managed futures now at $4 billion
AUM, adding $1.6 billion in the year and now second largest liquid alternative mutual fund.
Japan: Titanium family now at $3 billion AUM, $0.9bn million net retail flows in 2022.
2021 ($45.6 billion) and 2022 ($41.1 billion) were record years for gross subscriptions.
Net inflows of $3.1billion during the year were 5.3% ahead of the industry.
Review conducted as part of Board Strategy Day, redefining the approach to M&A.
120+ acquisition opportunities reviewed, with new approach enabling rapid assessment and decision-making.
Balance sheet investments brought in the overall investment risk framework, with expanded risk analytics
(residual work to be done in 2023 to integrate CLOs).
Investor Day held in May, including innovative interactive demonstrations and new disclosure on performance fees.
Increased level and frequency of engagement with analysts and shareholders: direct communication with top
shareholders; annual analyst breakfasts.
65+ meetings with shareholders and attendance at all major conferences to engage with and attract new investors.
New entries to register.
1 The ESG-related objectives are shared by the CEO and CFO.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 116
Directors’ Remuneration report continued
3. Remuneration outcomes in 2022 continued
3.3 Vesting outcome in respect of the 2020 Long-Term Incentive Plan
Long-term incentive awards are made under the Man Group plc Long-Term Incentive Plan (the LTIP). Awards vest at 0% for threshold
performance, 50% for target performance and 100% of the award will vest if the performance conditions are achieved in full, with straight-
line vesting between threshold and target and between target and maximum. The 2020 LTIP was awarded in March 2020 for the three-year
performance period from 1 January 2020 to 31 December 2022. The vesting of the 2020 LTIP was subject to the achievement of five
performance measures. The targets and vesting outcomes for the 2020 LTIP are shown in the table below:
Vesting outcome for 2020 LTIP award (audited) R3
Performance measures for 2020 LTIP
Performance targets
Actual performance
Measure
Relative investment performance
Cumulative relative net flows
3-year cumulative core management fee EPS (cents)
3-year cumulative core total EPS (cents)
Relative TSR vs FTSE 250
Vesting of LTIP (% maximum)
Vesting outcome for 2020 LTIP award (audited) R4
Threshold
0.0%
3.0%
30.0
42.0
Median
Target
3.0%
10.5%
33.0
56.0
Mid point
between
median
and upper
quartile
Maximum
6.0%
18.0%
36.0
75.0
Outcome
2.3%
19.7%
44.4
103.6
Percentage
met
38%
100%
100%
100%
Weighting
25%
10%
20%
20%
Upper
quartile
Upper
quartile
100%
25%
Date
of grant
Shares
awarded 1
Reduction
applied by the
Committee 2
Reduced
Number of
shares
Vesting
percentage
Reduced
number of
shares vesting
Value after
adjustment 3
Vesting
date
LTIP
outcome,
after
weighting
9.6%
10.0%
20.0%
20.0%
25.0%
84.6%
End of
holding
period
Executive director
Luke Ellis
13 Mar 20
3,491,991
-368,564
3,123,427
84.6% 2,641,898 $6,914,318
Mar–23
Mar–25
1 Awards under the LTIP were made in March 2020 for the three-year performance period commencing on 1 January 2020 and ending on 31 December 2022; the proportion of the award which
has vested was determined based on the measures, weightings and target ranges set out in Table R3 above. The monetary value of these awards was converted into a number of shares using
the GBP/USD exchange rates of $1 = £1.2538 and a share price of £1.0205, being the market value on the immediately preceding dealing day to grant. This award attracts dividend accruals
from grant date to the end of the two-year holding period for vested shares.
2 The LTIP award was originally based on the market value of a Man Group plc share on 12 March 2020; as set out in detail on page 107, the Committee has exercised its discretion to reduce the
number of shares granted by 10.6%, equivalent to the original grant price having been £1.1409.
3 The reduction in the value of the vested award as a result of the Committee’s exercise of discretion is $815,889.
3.4 Relative importance of spend on pay
The table below shows the year-on-year change in total employee expenditure compared to the change in shareholder distributions.
Relative importance of spend on pay – Table R5
Total employee expenditure 1
Shareholder distributions 2
2022
$m
678
565
2021
$m
596
340
%
change
14
66
1 Remuneration paid to or receivable by all employees (i.e. accounting cost). Refer to Note 5 to the financial statements for further details.
2 Distributions to shareholders (dividends paid of $160 million and repurchase of shares of $180 million in 2021, dividends paid of $179 million and repurchase of shares of $386 million in 2022).
Man Group plc |
Annual Report 2022Governance 117
3.5 Review of past performance
The performance graph below compares the Company’s Total Shareholder Return (TSR) performance against the FTSE 250 Index and
the FTSE 350 Financial Services Index. The FTSE 250 has been chosen as the primary comparator to align with the peer group used in the
LTIP. Prior to 2019, Man Group had chosen the FTSE 350 Financial Services Index as the comparator group so it has also been shown below,
for reference.
Total Shareholder Return graph (Jan 2013 – Dec 2022)
600
550
500
450
400
350
300
250
200
150
100
50
0
Jan
2013
Dec
2013
Dec
2014
Dec
2015
Dec
2016
Dec
2017
Dec
2018
Dec
2019
Dec
2020
Dec
2021
Dec
2022
Man Group TSR
FTSE 250 TSR
FTSE 350 Financial Services TSR
Source: Datastream
Historical CEO remuneration – Table R6
Accounting period ended
CEO single figure ($’000)
Short-term variable award
(as a percentage of
maximum opportunity)
Long-term variable award
(as a percentage of
maximum opportunity)
L Ellis 1
E Roman 1
P Clarke 1
L Ellis 1
E Roman 1
P Clarke 1
L Ellis 1
E Roman 1
P Clarke 1
31 Dec
2013
n/a
3,397
978
n/a
70%
0%
n/a
17%
0%
31 Dec
2014
n/a
5,068
n/a
n/a
100%
n/a
n/a
40%
n/a
31 Dec
2015
n/a
5,367
n/a
n/a
83.3%
n/a
n/a
40.7%
n/a
31 Dec
2016
1,347
910
n/a
40.2%
n/a
n/a
28.6%
n/a
n/a
31 Dec
2017
6,215
n/a
n/a
78.8%
n/a
n/a
46.2%
n/a
n/a
31 Dec
2018
2,856
n/a
n/a
58.3%
n/a
n/a
n/a2
n/a
n/a
31 Dec
2019
2,804
n/a
n/a
56.3%
n/a
n/a
n/a2
n/a
n/a
31 Dec
2020
3,150
n/a
n/a
69.4%
n/a
n/a
n/a2
n/a
n/a
31 Dec
2021
7,7973
n/a
n/a
98.5%
n/a
n/a
60%3
n/a
n/a
31 Dec
2022
11,2883
n/a
n/a
94.8%
n/a
n/a
84.6%4
n/a
n/a
1 Peter Clarke stepped down as CEO with effect from 28 February 2013 and was on garden leave until his retirement on 10 December 2013. Emmanuel Roman became CEO on 28 February 2013
and stepped down on 31 August 2016. Luke Ellis was appointed CEO on 1 September 2016. Remuneration for 2016, therefore, reflects four months’ service only.
2 The first award under the LTIP was made in March 2019 and vested in March 2022. Consequently no long-term variable awards are shown for Luke Ellis in 2018, 2019 and 2020.
3 The long-term variable outcome reported in 2021 was estimated based on the three month average share price and year-end exchange rate. It has been restated in the CEO single figure above
as set out in more detail on page 113.
4 The Committee has exercised its discretion to reduce the number of shares initially awarded under the 2020 LTIP by 10.6%. Further information can be found on pages 107.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 118
Directors’ Remuneration report continued
3. Remuneration outcomes in 2022 continued
3.6 Percentage change in directors’ remuneration
The table below sets out the percentage change in remuneration for the directors compared to all staff. This requirement was introduced in
2020 and therefore the data will progressively build up to cover a five-year period. There are no employees of the Parent Company, other than
the executive directors, so the comparison has been made, on a voluntary basis, to all staff.
Percentage change in directors’ remuneration – Table R7
2022
2021
2020
Salary/fees
Benefits1
Bonus
Salary/fees
Benefits
Bonus
Salary/fees
Benefits
Bonus
Executive directors
Luke Ellis
Antoine Forterre 2
Non-executive directors
John Cryan
Kate Barker 3
Lucinda Bell 4, 5
Richard Berliand 8
Zoe Cruz 9
Jackie Hunt 10
Ceci Kurzman 4, 7
Alberto Musalem 10
Dev Sanyal 9
Anne Wade 4, 6
All staff 11
0%
0%
0%
15%
-11%
-6%
-65%
–
8%
–
-65%
11%
6%12
-7%
-7%
143%
73%
340%
196%
0%
–
313%
–
851%
-4%
4%12
15%
24%
–
–
–
–
–
–
–
–
–
–
18%13
0%
–
0%
1%
6%
-10%
0%
–
0%
–
0%
15%
3%12
6%
–
273%
-6%
618%
-40%
-100%
–
–
–
-44%
–
15%12
42%
–
–
–
–
–
–
–
–
–
–
–
84%13
0%
–
-9%
–
400%
10%
–
8%
10%
–
–
–
6%
–
4%12
-4%
1,153%
–
341%
-78%
–
–
–
10%
–
22%12
23%
–
–
–
–
–
–
–
–
–
–
–
-15%13
1 Taxable benefits include private medical insurance for executive directors and includes travel and staff entertainment expenses and the tax paid in relation to such benefits for non-executive
directors. The percentage change in benefits for the non-executive directors should be read in conjunction with the data showing actual taxable benefits in table R9 (page 119), which shows
that the large percentage movements recorded above are explained by movements in small absolute numbers.
2 Antoine Forterre was appointed to the Board on 1 October 2021 and the salary, benefits and bonus he received as an executive director in 2021 have been annualised for the purpose of
calculating the percentage change.
3 Kate Barker was appointed as a member of the Audit and Risk Committee on 1 December 2021 and therefore the increase in total fees has been reflected in the percentage change calculation
for 2021 and 2022.
4 Lucinda Bell and Ceci Kurzman were appointed to the Board on 28 February 2020 and Anne Wade was appointed to the Board on 30 April 2020. For the purpose of the disclosure above,
their 2020 Board fees have been annualised.
5 Due to an administrative error, Lucinda Bell was underpaid by £13,333 during 2020. The relevant adjustments to correct the error were made in 2021 resulting in an overpayment of £13,333 to her
usual fees. The decrease shown for 2022 reflects the overpayment made in 2021 to correct the error.
6 Due to an administrative error, Anne Wade was overpaid by £3,333 during 2020. The relevant adjustments to correct the error were made in 2021 resulting in an underpayment of £3,333 to her
usual fees. Anne Wade was also appointed as Chair of the Remuneration Committee on 7 May 2021. The increase shown for 2022 reflects the underpayment in 2021 to correct the administrative
error and her appointment as Chair of the Remuneration Committee in 2021.
7 Ceci Kurzman was appointed as a designated employee engagement non-executive director during 2022 and is paid an annual fee of £7,500 for the role.
8 Richard Berliand stepped down as Chair of the Remuneration Committee on 7 May 2021 and therefore the decrease in total fees has been reflected in the percentage change calculation for 2021
and 2022.
9 The decrease in fees disclosed for 2022 reflects the fact that Zoe Cruz and Dev Sanyal stepped down from the Board on 6 May 2022.
10 Jackie Hunt and Alberto Musalem were appointed to the Board on 28 February 2022 and 1 November 2022 respectively and therefore no percentage change has been recorded above.
11 Figures are calculated on an annualised full-time-equivalent (FTE) basis (excluding directors). Figures shown for 2020 were disclosed on a per capita basis.
12 Represents the average increase in salary and taxable benefits in underlying currency in which each member of staff is paid.
13 For staff, bonus includes both variable cash compensation and deferred awards relating to the current year.
Man Group plc |
Annual Report 2022Governance 119
3.7 CEO pay ratio
The table below compares the 2022 single total figure of remuneration for Luke Ellis with that of Man Group’s UK employees who are paid
at the 25th percentile (lower quartile), 50th percentile (median) and 75th percentile (upper quartile).
Table R8
Year
2022
20211
2020
2019
Method
A
A
A
A
25th percentile
pay ratio
106:1
68:1
29:1
26:1
50th percentile
pay ratio
64:1
42:1
19:1
17:1
75th percentile
pay ratio
33:1
23:1
11:1
10:1
1 The long-term variable outcome reported in 2021 was estimated based on the three month average share price and year-end exchange rate. It has been restated in the CEO single figure for 2021
as set out in more detail on page 113; consequently the CEO ratio numbers above have also been restated.
The Committee reviewed the increase in the CEO ratio when compared with previous years. It noted that the outcome in 2021 included the
vesting of the LTIP for the first time, following the replacement of the Deferred Executive Incentive Plan (DEIP) from 2018 onwards. In 2022,
the LTIP is again the main driver of the increase in the ratio, even after the exercise of discretion by the Committee to reduce the number
of shares originally granted. As set out in detail on page 116, the 2020 LTIP reflects the excellent performance of Man Group plc, especially
in the last two years, with a vesting outcome of 84.6%. In addition, more than half the value of the long-term incentive outcome in 2022 is
due to excellent share price growth since grant. The Committee was satisfied that remuneration for both the CEO and the wider workforce
appropriately reflected the exceptional performance delivered in the year.
The ratio has been calculated using Option A methodology, which uses actual employee data. The Committee considered this to be the most
accurate approach. Total full-time equivalent remuneration for people employed for the full 12-month period ending on 31 December 2022
has been calculated in line with the methodology for the ‘single figure of remuneration’ for the CEO (Table R1, page 113). This data was then
ranked to identify the individuals at the 25th, 50th and 75th percentiles and the salary and total pay and benefits for the three identified quartile
point employees are shown in the table below.
All figures in USD
Salary
Total pay and benefits
3.8 Retirement benefits
25th percentile 50th percentile 75th percentile
221,898
341,529
110,949
176,466
86,294
106,107
Luke Ellis and Antoine Forterre are not eligible for any defined benefits under the Man Group plc Pension Plan.
3.9 Single total figure of remuneration for non-executive directors
The table below sets out a single figure for the total remuneration received by each non-executive director for the year ended
31 December 2022 and the prior year.
Single total figure of remuneration for non-executive directors (audited) – Table R9
All figures in GBP
John Cryan (Chair) 1
Kate Barker
Lucinda Bell
Richard Berliand
Zoe Cruz 2
Jackie Hunt 3
Ceci Kurzman
Alberto Musalem 3
Dev Sanyal 2
Anne Wade
Fees
Taxable benefits4
Total
2022
350,000
107,500
110,000
115,000
32,612
83,718
81,250
16,667
31,731
105,000
2021
350,000
93,750
123,333
121,975
92,500
–
75,000
–
90,000
94,673
2022
104,414
2,201
2,751
2,422
417
3,165
7,946
4,331
7,767
31,758
2021
42,927
1,275
625
817
–
–
1,925
–
817
33,020
2022
454,414
109,701
112,751
117,422
33,029
86,883
89,196
20,997
39,498
136,758
2021
392,927
95,025
123,958
122,792
92,500
–
76,925
–
90,817
127,693
1 John Cryan’s contractual arrangements with his former employer, Deutsche Bank AG, mean that he is effectively unpaid for his role as Chair of Man Group plc, as he is required to sacrifice his
post-tax receipts arising from his Man Group role to Deutsche Bank AG.
2 Zoe Cruz and Dev Sanyal stepped down from the Board on 6 May 2022 and their remuneration has been pro-rated accordingly.
3 Jackie Hunt and Alberto Musalem were appointed to the Board on 28 February 2022 and 1 November 2022 respectively and their remuneration has been pro-rated accordingly.
4 Taxable benefits comprise travel and staff entertainment expenses and the tax paid in relation to such benefits.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 120
Directors’ Remuneration report continued
3. Remuneration outcomes in 2022 continued
3.10 Payments for loss of office (audited)
There were no payments for loss of office made to executive directors during the year.
3.11 Payments to past directors (audited)
Mark Jones stepped down from the Board on 1 October 2021 and took up the role of Deputy CEO. As such, he retains his rights to his
outstanding LTIP awards and the value of his 2020 award was $3,928,586. The Committee exercised its discretion to reduce the number
of shares initially awarded (see page 107 for further detail). As a result, the value of Mark’s 2020 LTIP award at vesting has been reduced
by $463,572.
3.12 Directors’ interests
Directors’ interests in shares of Man Group plc (audited) – Table R10
Executive directors
Luke Ellis
Antoine Forterre
Non-executive directors
John Cryan
Kate Barker
Lucinda Bell
Richard Berliand
Zoe Cruz 3
Ceci Kurzman
Jackie Hunt 4
Alberto Musalem 4
Dev Sanyal 3
Anne Wade
1 All of the above interests are beneficial.
Number of
ordinary
shares1
31 December
20222
Number of
ordinary
shares1
31 December
2021
6,806,054
498,932
6,501,709
–
40,000
52,166
–
75,000
–
–
–
–
90,496
30,000
–
49,834
–
75,000
–
–
–
–
90,496
–
2 There has been no change in the directors’ interests in the ordinary shares of Man Group plc from 31 December 2022 up to 27 February 2023, being the latest practicable date prior to the
publication of this report.
3 Zoe Cruz and Dev Sanyal stepped down from the Board on 6 May 2022. Their shareholdings are shown as at that date.
4 Jackie Hunt and Alberto Musalem were appointed to the Board on 28 February 2022 and 1 November 2022 respectively.
Executive directors’ shareholdings measured against their respective shareholding requirement as at 31 December 2022
(audited) – Table R11
Executive directors
Luke Ellis
Antoine Forterre 4
Shares
no longer
subject to
performance
conditions 1
Shares owned
outright
Total
shareholding 2
Value of
shareholding 3
(USD)
Annual salary
(USD)
Shareholding
requirement as
a % of salary
Current
shareholding
as a % of
salary
Requirement
met?
6,806,054
498,932
1,359,933
240,771
8,165,987 21,085,698
1,910,015
739,703
1,100,000
625,000
300%
200%
1,917%
306%
Yes
Yes
1 Unvested deferred shares and vested LTIP shares are shown on a net of tax basis. Details of unvested awards can be found in tables R13, R14 and R15.
2 Shares that count towards achievement of the shareholding requirement are limited to: (i) shares owned outright; (ii) deferred shares granted under the Deferred Executive Incentive Plan
(DEIP), Deferred Share Plan (DSP) and Partner Deferred Share Plan (PDSP), which are no longer subject to performance conditions and (iii) vested LTIP shares which are no longer subject to
performance conditions and which will be delivered at the end of the two-year holding period.
3 Shareholding for Luke Ellis and Antoine Forterre valued at 31 December 2022 share price of £2.1370 and a GBP/USD exchange rate of £1 = $1.2083.
Man Group plc |
Annual Report 2022Governance 121
3.13 Directors’ interests in shares and options under Man Group long-term incentive plans
Scheme interests to be awarded under the Man Group plc Long-Term Incentive Plan (LTIP)1 (audited) – Table R12
Executive director
Luke Ellis
Antoine Forterre
Award
(% of salary)
Award value2
(USD)
Vesting
date
End of holding
period date
300% 3,300,000
300% 1,962,000
Mar-26
Mar-26
Mar-28
Mar-28
1 Awards under the LTIP will be made in March 2023 for the three-year performance period commencing on 1 January 2023 and ending on 31 December 2025; the proportion of the award which
vests will be determined based on the measures, weightings and target ranges set out in table R20 (page 123). 0% of the award will vest at threshold with straight-line vesting between threshold
and target and target and maximum performance. 100% of the award will vest for maximum performance.
2 The face value of the awards represents 300% of salary. The monetary value of these awards will be converted into a number of shares using the USD/GBP exchange rate and the market value
on the immediately preceding dealing day to grant. The awards will be granted as conditional awards of shares and will vest, to the extent the performance conditions have been achieved, three
years later and will then be subject to a further two-year holding period, under the LTIP rules, following which shares will be delivered. These awards attract dividend accruals from grant date to
the end of the two-year holding period for vested shares.
Conditional share awards under the Long-Term Incentive Plan (LTIP) – subject to performance conditions and holding period
(audited) – Table R13
Date of grant
1 January
2022
Granted during
the year1,2
Lapsed during
the year
Dividends
accruing3
31 December
2022
Vesting date4
End of holding
period5
Executive director
Luke Ellis
Antoine Forterre
Mar-19
2,540,807
Mar-206 3,333,673
1,861,118
Mar-21
–
Mar-22
–
Mar-22
–
–
–
1,293,511
734,949
1,025,682
–
–
–
–
71,954
158,318
88,385
61,429
34,902
1,587,079
3,491,991
1,949,503
1,354,940
769,851
Mar-22
Mar-23
Mar-24
Mar-25
Mar-25
Mar-24
Mar-25
Mar-26
Mar-27
Mar-27
1 The performance measures for these awards are: relative investment performance (20%), relative TSR versus FTSE 250 (20%), 3-year cumulative core management fee EPS (10%), 3-year
cumulative core EPS (30%), cumulative net inflows (10%) and an ESG scorecard (10%). The targets were disclosed in detail in the 2021 DRR. Following a review of our carbon emission metrics
by KPMG, the ESG scorecard metric for the reduction in Scope 1 to 3 emissions, which accounts for one-third of the ESG scorecard in the 2022 LTIP, has been restated. The revised targets for
the 2022 LTIP are: Threshold 7.3 MTCO2e, Target 6.7 MTCO2e and Maximum 6.0 MTCO2e. The Committee was satisfied that the restatement was appropriate to account for improvements and
changes in methodology and that the revised targets were at least as stretching as those originally disclosed.
2 The awards under the LTIP were granted in March 2022 for the three-year performance period commencing on 1 January 2022 and ending on 31 December 2024. The monetary value of
these awards was $3,300,000 for Luke Ellis and $1,875,000 for Antoine Forterre, each representing 300% of base salary converted into a number of shares using the GBP/USD exchange rates
of £1 = $1.3127 and a share price of £1.9435, being the market value on the immediately preceding dealing day to grant. The awards have been granted as conditional awards of shares and
will vest, to the extent the performance conditions have been achieved, three years later and will then be subject to a further two-year holding period, under the LTIP rules. These awards attract
dividend accruals from grant date to the end of the two-year holding period for vested shares.
3 On 20 May 2022, dividend accruals of 229,269 and 21,053 shares were added to Luke Ellis’s and Antoine Forterre’s awards respectively based on a sterling dividend of 6.74 pence.
On 9 September 2022, dividend accruals of 150,817 and 13,849 shares were added to Luke Ellis’s and Antoine Forterre’s awards respectively based on a sterling dividend of 4.7 pence.
4 Awards vest at 0% at threshold, 50% at target and 100% at maximum, with straight-line vesting between these points.
5 Vested shares are delivered to participants at the end of a two-year holding period.
6 The Committee has exercised its discretion to reduce the number of shares initially awarded under the 2020 LTIP by 10.6% as set out in detail on page 107 and in table R4 on page 116.
Conditional share awards under the Deferred Executive Incentive Plan (DEIP) – subject only to service conditions (audited)
– Table R14
Date of grant1
1 January
2022
Vested during
the year
Lapsed during
the year
Dividends
accruing 2
31 December
2022
Date vested
Executive director
Luke Ellis
Mar-17
Mar-183
115,73
806,892
115,713
403,445
–
–
–
19,159
–
422,606
Mar-22
Mar-22
1 No further awards are to be granted under the DEIP following the adoption of the LTIP.
2 On 20 May 2022, dividend accruals of 11,557 shares were added to Luke Ellis’s awards based on a sterling dividend of 6.74 pence. On 9 September 2022, dividend accruals of 7,602 were added
to Luke Ellis’s awards based on a sterling dividend of 4.7 pence.
3 Remaining award vests in March 2023.
Man Group plc |
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Directors’ Remuneration report continued
3. Remuneration outcomes in 2022 continued
3.13 Directors’ interests in shares and options under Man Group long-term incentive plans continued
Options granted under the Man Group Deferred Share Plans – subject only to service conditions (audited) – Table R15
Date of grant
1 January
2022
Granted during
the year
Exercised/
vested during
the year
Lapsed during
the year
Dividends
accruing 6
31 December
2022
Exercised/
vested date
Executive directors
Luke Ellis
Antoine Forterre
Deferred Share Plan (DSP)
Mar-19
Mar-20 1
Mar-21 2
Mar-22 3
Partner Deferred Share Plan
(PDSP)
Mar-18 4
Mar-19 4
Mar-20 4
Mar-214
Deferred Share Plan (DSP)
Mar-22 3, 5
88,169
223,483
230,747
–
127,584
18,307
432,941
362,554
–
–
–
265,439
88,169
111,741
76,915
–
–
–
–
–
127,584
18,307
432,941
362,554
–
433,696
–
–
–
–
–
–
–
–
–
–
–
5,306
7,304
12,603
–
117,048
161,136
278,042
–
–
–
–
–
–
–
–
20,589
454,285
Mar-22
Mar-22
Mar-22
Mar-22
Mar-22
Mar-22
Mar-22
1 Remaining award vests in March 2023 and is exercisable until March 2030.
2 Remaining award vests in two equal instalments in March 2023 and March 2024. All are exercisable until March 2031.
3 Award vests in three equal instalments in March 2023, March 2024 and March 2025. All are exercisable until March 2032.
4 This award was granted prior to Antoine Forterre’s appointment as director as a conditional award under the Partner Deferred Share Plan.
5 A proportion of the award is attributable to the period prior to Antoine Forterre’s appointment as an executive director.
6 On 20 May 2022, dividend accruals of 15,209 and 12,420 shares were added to Luke Ellis’s and Antoine Forterre’s awards respectively based on a sterling dividend of 6.74 pence.
On 9 September 2022, dividend accruals of 10,004 and 8,169 shares were added to Luke Ellis’s and Antoine Forterre’s awards respectively based on a sterling dividend of 4.7 pence.
Options granted under the Man Group Sharesave Scheme (audited) – Table R16
Number of options
Executive director
Luke Ellis
Antoine Forterre
Date of grant
1 January
2022
Granted during
the year
Sep-17
Sep-19
Sep-22
11,363
11,811
–
–
–
14,925
Exercised
during the
period
11,3631
–
–
1 Option exercised on 13 December 2022 at a price of 219.5153 pence per share.
3.14 Shareholder voting and engagement
Lapsed during
the year
31 December
2022
Option price
Earliest
exercise date
Latest
exercise date
–
–
–
–
11,811
14,925
132.0p
127.0p
201.0p
Oct-22
Oct-24
Oct-27
Mar-23
Mar-25
Mar-28
At the AGM held on 6 May 2022, votes cast by proxy and at the meeting in respect of directors’ remuneration were as follows:
Table R17
Resolution
Approve the annual report on remuneration
Approve the Directors’ Remuneration Policy
Votes for
956,291,633
939,700,962
% for
92.93
91.37
Votes against
72,716,731
88,798,755
% against
7.07
8.63
Total votes cast
1,029,008,364
1,028,499,717
Votes withheld
(abstentions)
189,660
698,307
Man Group plc |
Annual Report 2022Governance 123
4. Implementation of Directors’ Remuneration Policy for 2023
4.1 Base salary
Salaries are reviewed annually taking into account market benchmarks for executives of comparable status, responsibility and skill.
Base salary of executive directors – Table R18
Base salary at
1 January 2022
1 January 2023
4.2 Annual bonus for 2023
Luke Ellis
$1,100,000
$1,100.000
Antoine
Forterre
$625,000
$654,000
The following table shows the performance metrics and weightings for the annual bonus in 2023, which remain unchanged from 2022. The
Committee considers that the disclosure of detailed performance targets in advance for 2023 would be commercially sensitive and they are
not, therefore, disclosed here.
Table R19
Metrics
Relative net flows, growth %
Core management fee EPS
Core EPS
Strategic and personal
ESG objectives
Total
Weighting %
30%
20%
20%
15%
15%
100%
4.3 Long-Term Incentive Plan for 2023
The threshold to maximum ranges for the Man Group plc LTIP are set out in the table below. Awards vest at 0% at threshold, 50% at target
and 100% at maximum, with straight-line vesting between these points. Vested awards are subject to a two-year holding period.
Table R20
Metrics
Relative investment performance
Relative TSR vs FTSE 250
3-year cumulative core management fee EPS, cents
3-year cumulative core EPS, cents
Cumulative relative net flows
ESG scorecard 1
Total
Threshold
0%
Median
50¢
70¢
0%
Target
3%
Mid-point between
median and
upper quartile
55¢
90¢
9%
Maximum
6%
Weighting %
20%
Upper
quartile
60¢
110¢
18%
20%
10%
30%
10%
10%
100%
1 The ESG scorecard metric includes the following equally weighted objectives: to increase the number of women in senior positions (threshold 28.0%, target 29.0% and maximum 30.0%),
to reduce Scope 1 to 3 emissions per FTE (threshold 7.9 MTCO2e, target 7.2 MTCO2e and maximum 6.5 MTCO2e and to grow the percentage of ESG-integrated AUM excluding market beta
(threshold 24%, target 36% and maximum 48%).
4.4 Non-executive directors’ Remuneration Policy for 2023
During 2022, the Remuneration Committee approved a 10% uplift in the Chair’s fees with effect from 1 January 2023. This is the first increase in
the Chair’s fee since John Cryan’s appointment as Chair in January 2020. There have been no changes to the fees for non-executive directors
since January 2020.
Non-executive directors’ fees for 2023 – Table R21
Position (all figures in GBP)
Chair of the Board 1
Board fee 2
Senior Independent Director
Audit and Risk Committee Chair
Other Audit and Risk Committee members
Employee Engagement NEDs
Remuneration Committee Chair
Other Remuneration Committee members
1 Chair does not receive Board or Committee membership fees.
2
Includes Nomination Committee membership where appropriate.
Man Group plc |
2023
385,000
75,000
15,000
35,000
15,000
7,500
30,000
10,000
2022
350,000
75,000
15,000
35,000
15,000
7,500
30,000
10,000
% change
10%
–
–
–
–
–
–
–
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 124
Directors’ Remuneration report continued
4. Implementation of Directors’ Remuneration Policy for 2023 continued
4.5 Illustrative pay for performance scenarios
The chart below provides an illustration of some of the potential reward opportunities for executive directors in respect of the operation
of the Directors’ Remuneration Policy in 2023 showing the potential split between the different elements of remuneration under different
performance scenarios: ‘minimum’, ‘mid-point’, ‘maximum’ and ‘maximum with 50% share price appreciation’.
Illustrative pay for performance scenarios ($’000)
100%
$1,267
28%
16%
13%
36%
36%
$4,567
42%
35%
42%
$7,867
35%
17%
$9,517
100%
$758
28%
36%
36%
$2,720
16%
13%
42%
35%
42%
$4,682
35%
17%
$5,663
Luke Ellis
CEO
Minimum
Mid-point
Maximum
Maximum with 50%
share price appreciation
Antoine Forterre
CFO
Minimum
Mid-point
Maximum
Maximum with 50%
share price appreciation
Salary, pension and benefits
Annual bonus
LTIP
Assumptions used:
• The minimum scenario reflects base salary, pension (of 14% of salary) and benefits as disclosed in the single figure of total remuneration
(i.e. fixed remuneration), which are the only elements of the executive directors’ remuneration packages not linked to performance during
the year under review.
• The ‘mid-point’ scenario reflects fixed remuneration as above, plus a target payout of 50% of the maximum annual bonus and 50% vesting
for the LTIP.
• The ‘maximum’ scenario reflects fixed remuneration as above, plus full payout of both the annual bonus and LTIP.
• The minimum, mid-point and maximum illustrations are based on initial award value and do not, therefore, reflect potential share price
appreciation or any dividend equivalent received over the vesting/deferral periods.
• The ‘maximum with 50% share price appreciation’ shows the impact of a 50% increase in the value of the LTIP share award from grant;
it does not reflect any potential dividends received over the vesting period.
• Annual bonus includes both the cash bonus and the amount of the bonus deferred.
Man Group plc |
Annual Report 2022Governance 125
5. Remuneration Committee
5.1 Membership and attendance
The Committee met five times during 2022 with attendance by members as indicated on page 70. All members held office throughout
the year, except for Jackie Hunt and Alberto Musalem, who joined the Man Group plc Board and the Committee on 28 February and
1 November 2022 respectively, and Zoe Cruz and Dev Sanyal, who retired from the Board at the AGM on 6 May 2022. In addition, certain
urgent proposals relating to the retention of awards by good leavers were circulated and agreed by email between meetings.
Committee meetings are regularly attended by the CEO and, where appropriate, by the CFO at the invitation of the Chair. The Committee
is supported by the Senior Reward Executive, who routinely attends, as do the Heads of HR for UK and EEA and Rest of World (RoW).
Members of the Legal, Compliance and Executive Incentive Plans teams attend meetings when required to provide information and advice
on remuneration, regulatory and executive incentive plan matters. The Company Secretary acts as Secretary to the Committee.
At the end of each meeting there is an opportunity for private discussion between Committee members without the presence of executive
directors and management.
Roles and responsibilities
The Committee’s principal responsibilities are to:
• Determine the Company’s remuneration philosophy and the principles and structure of its Remuneration Policy, ensuring that these
support and promote the long-term sustainable success of the Company and are in line with the Company’s purpose and values, business
strategy, objectives, risk appetite and long-term interests and comply with all regulatory requirements and promote long-term shareholder
and other stakeholder interests.
• Recommend to the Board the specific Remuneration Policy for the executive directors, for approval by shareholders, and make
remuneration decisions within that approved policy.
• Approve the total annual compensation for individual executive directors based on their achievement against objectives set by the
Committee and Board at the start of the year for the short-term annual bonus and at the start of the relevant performance period for
the LTIP.
• Recommend to the Board the remuneration of the Board Chair.
• Approve the total annual compensation for Executive Committee members, the Company Secretary and Remuneration Code staff.
• Review and consider shareholder and proxy voting agencies feedback and agree the approach to ongoing engagement.
Decision-making process
The Committee’s decision-making process takes account of legislation, regulation, corporate governance standards, guidance issued by
regulators, shareholders and shareholder representative bodies. As covered in section 5.2, the Committee has independent external advisers
and reviews their objectivity and independence annually. To avoid conflicts of interest, no Committee member or attendee is present when
matters relating to his or her own remuneration are discussed. Full terms of reference for the Committee, which are reviewed on an annual
basis and submitted to the Board for approval, are available on the Company’s website: www.man.com/corporate-governance.
In compliance with the UK Corporate Governance Code (2018) (the Code), we have set out below how the Committee addresses the
following factors:
Risk
Inappropriate risk-taking is avoided and good alignment with shareholders is achieved through a number of mechanisms including significant
bonus deferral into shares and funds, a three-year performance period for the Long-Term Incentive Plan (the LTIP) with a subsequent two-year
post-vesting holding period and shareholding requirements, including for two years after cessation of employment. Before any decisions
about incentive outcomes are made, the Audit and Risk Committee reports to the Committee on any specific matters indicating excessive
risk-taking or lack of regard for controls and procedures. Malus and clawback provisions apply to the incentives in a range of specified
circumstances, as set out in the table on page 109.
Predictability
The charts on page 124 illustrate the potential remuneration outcomes under a range of scenarios (including in the event of a 50% increase
in the share price). Each year a detailed review is undertaken in order to set stretching annual and three-year performance targets in the bonus
and LTIP respectively.
Proportionality
The link between strategic priorities and incentive metrics is set out in detail in the chart on page 105. The Committee considers wider
employee remuneration, holistic business performance and shareholder experience in determining the appropriate level of executive
director remuneration.
Alignment to culture
The key principles that underpin our approach to remuneration (and which apply at all levels of the organisation) are:
• remuneration is structured to support corporate strategy and sound risk management;
• employees’ interests are aligned with shareholders and the bonus pool is drawn from profit;
• incentives are designed to encourage behaviour focused on longer-term strategic and sustainable performance; and
• our total remuneration is competitive in the talent markets from which we hire.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 126
Directors’ Remuneration report continued
5. Remuneration Committee continued
5.1 Membership and attendance continued
Simplicity
Incentive schemes are straightforward in their structure and operation with explicit links between strategic priorities, key performance
indicators and incentive metrics.
Clarity
A summary of the Remuneration Policy is clearly laid out in tabular form in the DRR on page 109 and the full policy is available on the Company’s
website: www.man.com/corporate-governance). Details of the operation of the Remuneration Policy have been explained to the wider
workforce, as set out in the Chair’s statement.
5.2 Independent advisers
Following a formal tender process in July 2017, the Committee appointed PricewaterhouseCoopers (PwC) to provide it with advice on a range
of remuneration matters including the benchmarking of directors’ compensation in the asset management sector, trends in market practice
and regulatory disclosures. PwC also provide professional services in the ordinary course of business including tax and related advisory work
to parts of Man Group. There are processes in place to ensure the advice received by the Committee is independent of any support provided
to management. The Committee is satisfied on this basis that PwC are able to serve as an objective and independent remuneration adviser.
The total fees paid to PwC in 2022 were £109,000 (excluding VAT) on the basis of agreed fixed fees. The Committee also received legal
advice from Herbert Smith Freehills LLP on compliance with legislation and regulations relating to remuneration matters.
5.3 Committee activities during 2022 and the early part of 2023
The summary below sets out the main issues considered and decisions made by the Committee in the period following the publication
of the 2021 Directors’ Remuneration report up to the current date.
Chair’s fee
• Reviewed the fee level of the Chair in the context of benchmarking of similar roles in broadly equivalent-sized companies in the financial
services sector and of the demands of the role.
Executive director compensation
• Established the threshold, target and maximum ranges to be achieved for the financial metrics and recommended to the Board for
approval the objectives to be delivered under the non-financial component of the annual bonus.
• Assessed the 2022 performance, against the financial and non-financial metrics of the annual bonus, of the CEO and CFO and considered
whether any discretionary intervention was required to adjust the formulaic outcome; approved the total cash sum payable and the amount
to be deferred.
• Reviewed the level of achievement of each executive director in respect of their shareholding requirement and consequently determined
that the option to defer up to 50% of the bonus deferral amount into funds could be offered.
• Undertook a detailed review of the 2020 LTIP to determine whether a ‘windfall gain’ may have occurred, as set out in detail in the Chair’s
statement on page 107.
• Reviewed the available benchmarking for the CEO and CFO roles within the selected peer group, to provide the business context for all the
above reward decisions.
Shareholder engagement and reporting
• Reviewed shareholder voting and feedback on the 2022 AGM resolutions for the DRR and Directors’ Remuneration Policy renewal, noting
the substantial level of support.
• Reviewed the 2022 DRR taking account of best practice recommendations and institutional shareholder guidelines.
Compensation below Board level
• Reviewed, challenged and approved the 2022 bonus pool proposed by management in relation to the Company’s performance for
the year.
• Approved bonus deferral policies for different groups of staff.
• Approved total compensation proposals for Executive Committee members, taking account of the CEO’s appraisal of their individual
performance for 2022 and their adherence to the Company’s business values.
• Approved the total compensation for individuals identified as Remuneration Code staff.
• Approved the total compensation for the Company Secretary.
• Retained oversight of the total compensation for staff earning over $1 million, taking account of the CEO’s appraisal of their performance
for 2022 and reports from the Risk and Compliance functions on any related risk issues arising during the year.
• Reviewed the approach to wider workforce compensation, including by reference to gender and ethnicity metrics.
• Reviewed the ratio of CEO pay to the lower quartile, median and upper quartile remuneration paid to UK employees (see page 119).
Man Group plc |
Annual Report 2022Governance 127
5.3 Committee activities during 2022 and the early part of 2023 continued
Financial regulation and governance
• Reviewed ongoing regulatory developments on remuneration and their implications for the Company’s business, including the new
MIFIDPRU Remuneration Code introduced by Investment Firms Prudential Regime (IFPR).
• Reviewed the Company’s Financial Conduct Authority Remuneration Policy Statement and the Company’s Remuneration Policy.
• Approved the list of Remuneration Code staff for 2022.
5.4 2022 Committee evaluation
Following a mid-year review by the Chair of the 2022 priority actions identified in the Committee’s 2021 evaluation, the Chair undertook, at the
year-end, a full-year evaluation of the operation and effectiveness of the Committee during 2022. The topics covered included progress on the
priorities for 2022 and the conduct and outcomes of specific areas of Committee activity and focus during the year, including the support and
advice available to the Committee.
In the evaluation feedback, the Committee again acknowledged the quality of the advice provided by its advisers and the thorough and
professional papers delivered to the Committee to support its decision making. The following specific areas of focus were agreed for 2023:
• Deliver the 2022 DRR.
• Continue to engage with shareholders as appropriate and keep shareholder guidelines and corporate governance best practice under
review to ensure the Committee is responding to any developments in these areas.
• Further deepen the Committee’s understanding and consideration of compensation below the Board and build on the analysis of
workforce remuneration by reference to gender and other diversity metrics; ensure this is considered in discussions about the level
and appropriateness of executive director compensation and continue to engage with workforce.
• Keep the remuneration advice and industry knowledge available to the Committee under review as a matter of ongoing good governance.
5.5 Benchmarking and peer groups
Benchmarking is one of several factors considered by the Committee in its deliberations on remuneration as it is important that the
Committee understands the level of remuneration paid by Man Group’s competitors for similar positions and which they may be offering
in the marketplace.
Many of Man Group’s senior staff are geographically mobile, particularly between London and New York, and an explicit consideration of
remuneration levels in both geographies is highly relevant. Man Group is one of the few listed companies anywhere in the world that operates
in the liquid alternative investment industry. Most businesses in this industry are privately owned and systematic remuneration data is not
publicly available. Man Group does compete for talent against these businesses and staff do move between Man Group and these private
companies so, as part of its understanding of the broader business context, the Committee will continue to review available information on
privately owned peers as well as the direct information about remuneration in those privately held companies that Man Group has acquired.
UK listed peer group
US listed peer group
3i
abrdn
Ashmore
Close Brothers
Jupiter
M&G
Ninety-One
Schroders
Intermediate Capital Group
TP ICAP
Affiliated Managers
Blackstone
Apollo Global Management
Carlyle
Ares
Artisan Partners
BlackRock
Federated Hermes
Janus Henderson
KKR
Unless otherwise stated, all information in the DRR is unaudited. As the Company is Jersey-incorporated, it is not subject to the provisions
of the UK Companies Act 2006 and therefore information on the directors’ remuneration in the DRR is included on a voluntary basis.
The disclosures contained in the DRR relate to the Company’s statutory directors (as set out on pages 74 and 75 of the Annual Report) only.
In respect of those directors, the disclosures are prepared in line with the provisions of the UK Companies Act 2006.
The information in the DRR should be read in conjunction with Man Group’s APMs, outlined on pages 175 to 179.
For and on behalf of the Board
Anne Wade
Chair of the Remuneration Committee
27 February 2023
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 128
Directors’ report
The Directors present their report,
together with the audited consolidated
financial statements, for the year ended
31 December 2022.
Man Group plc is incorporated as a public limited company and is
registered in Jersey with the registered number 127570. The Company’s
registered office is 22 Grenville Street, St Helier, Jersey, JE4 8PX.
Although the Company is subject to Jersey law, the following report
also includes certain disclosures required for a UK incorporated
company under the UK Companies Act 2006 in the interests of
good governance.
The Directors’ report comprises pages 128 and 129 and the other
sections and pages of the Annual Report and financial statements cross
referenced below which are incorporated by reference. The Corporate
Governance statement comprises pages 70 to 130. In line with common
practice, certain disclosures normally included in the Directors’ report
have instead been integrated into the Strategic report (pages 2 to 69),
the Governance report (pages 70 to 130) and the financial statements:
Disclosure
Location
Business relationships, stakeholders
and their effect on decisions
Directors’ responsibility statement
and statement of disclosure to auditor
Directors’ share interests
Employment policies including
disability and equal opportunities and
employee involvement
Financial risk management
Financial instruments
Future developments in the business
Going concern disclosure
Greenhouse gas emissions, energy
consumption and energy efficiency
Internal control and risk management
Research and development activities
Subsequent events
Purchase of own shares
Subsidiary undertakings listing
Strategic report
Governance report
Directors’ responsibility
statement
Directors’ Remuneration
report
Strategic report
Governance report
Notes 8 and 14
Note 13
Strategic report
Note 2
Strategic report
Strategic report
Strategic report
Note 29
Note 24
Note 31
Page(s)
10-11
80-87
130
120-122
36-42
68-69
83
149, 155
154
12-19
144
46-63
28-35
14-19
171
169
172-173
Listing Rule 9.8.4R disclosure
The Employee Trust waived its rights to receive dividends on shares
held by them. Information regarding long-term incentive schemes is
contained within the Directors’ Remuneration report on pages 104 to
127. Otherwise than as indicated, there are no further disclosures to
be made under Listing Rule 9.8.4R.
Directors
Details of the directors, with their biographies, can be found on pages
74 and 75. The following director changes occurred during 2022:
Stepped down from the Board on 6 May 2022
Zoe Cruz
Stepped down from the Board on 6 May 2022
Dev Sanyal
Appointed to the Board on 28 February 2022
Jacqueline Hunt
Alberto G. Musalem Appointed to the Board on 1 November 2022
Kate Barker, who has served as a non-executive director of the
Company since 1 April 2017, will be retiring from the Board on
1 April 2023.
Man Group plc |
Powers of directors
The Board is responsible for the management of the business of the
Company and may exercise all the powers of the Company subject
to the provisions of relevant statutes and the Company’s Articles of
Association (the Articles). A copy of the Articles is available on the
Company’s website and by request from the registered office of the
Company. The Articles may be amended by a special resolution of
the shareholders.
Appointment, retirement and replacement of directors
The appointment, retirement and replacement of directors are
governed by the Articles, the 2018 UK Corporate Governance Code
and the Companies (Jersey) Law 1991. Under the Articles, the Board
has the power to appoint further directors during the year, but any
director so appointed must stand for reappointment at the next
Annual General Meeting (AGM). In accordance with the Articles,
one-third of the Board must retire by rotation at each AGM and
may stand for reappointment. In practice, and in accordance with
the UK Corporate Governance Code, all Board members retire and
offer themselves for reappointment at each AGM.
The Articles give each director the power to appoint any person
to be his/her alternate, such appointment being subject to Board
approval where the proposed alternate is not an existing director
of the Company.
Directors’ indemnities and insurance cover
The Company has maintained third-party indemnity provisions
for the benefit of the directors of Man Group plc and its subsidiaries,
and these remain in force at the date of this report. New indemnities
are granted by the relevant company to new directors on their
appointment and cover, to the extent permitted by the UK Companies
Act 2006, any third-party liabilities which they may incur as a result
of their service on a Board within the Group. The Company arranges
directors’ and officers’ liability insurance to cover certain liabilities
and defence costs which an indemnity does not meet. The Company
arranges separate pension trustee liability insurance to cover certain
liabilities and defence costs of the pension trustees. Neither the
indemnity nor the insurance policies provide any protection in the
event of a director or trustee being found to have acted fraudulently
or dishonestly in respect of the Company or its subsidiaries.
Annual General Meeting (AGM)
The 2023 AGM of Man Group plc will be held at Riverbank House,
2 Swan Lane, London EC4R 3AD on Friday 5 May 2023 at 10am.
Shares
Share capital
The issued share capital as at 24 February 2023 consisted of
1,350,556,782 ordinary shares of 33/7 US cents per share. Details
of movements in issued share capital, together with the rights and
obligations attaching to the Company’s shares, are set out in Note 24
to the financial statements and in the Company’s Articles.
Authority to purchase own shares
At the 2022 AGM, the Company was authorised by its shareholders
to purchase up to a maximum of 136,949,799 of its ordinary shares.
Details of shares purchased by the Company during the year are
detailed in Note 24 to the financial statements.
Annual Report 2022Governance 129
Substantial interests
As at 31 December 2022, the Company had been notified of
the following voting interests in the ordinary share capital of the
Company in accordance with DTR 5 of the FCA’s Disclosure
Guidance and Transparency Rules. Percentages are shown as
notified, calculated with reference to the Company’s latest total
voting rights announcement prior to the date of the movement
triggering the notification.
It should be noted that these holdings are likely to have changed
since the Company was notified. However, notification of any change
is not required until the next notifiable threshold is crossed.
Shareholder
Number of
voting rights
notified to the
Company
Percentage of
issued share
capital
Date of notification
65,180,511
Silchester International
Investors LLP
Tameside MBC re Greater
Manchester Pension Fund 39,475,389
91,317,595
BlackRock, Inc.
JPMorgan Asset
Management Holdings, Inc. 69,079,558
4.93%
16 June 2022
2.99%
6.72%
5.40%1
28 July 2022
21 April 2022
11 December
2022
1 The Company was notified on 6 January 2023 that JPMorgan Asset Management Holdings,
Inc.’s holdings in the Company as at the notification date was below 5%.
Dividend information
The directors recommend a final dividend of 10.1 cents per
share in respect of the year ended 31 December 2022. Payment
of this dividend is subject to approval at the Company’s 2023 AGM.
The Company offers a Dividend Reinvestment Plan (DRIP), where
dividends can be reinvested in further Man Group plc shares.
Further details on the proposed dividend payment, together with
the Company’s dividend policy, dividend payment methods and
the DRIP, can be found in the Shareholder Information section on
pages 180 to 181.
Restriction on voting rights
Employee Trust and share awards
Man Group operates share incentive arrangements for qualifying
staff. Where vesting conditions are met, awards granted under these
arrangements are settled in Company shares. In order to assist in
hedging Man Group’s exposure to such awards, the Company has
established the Employee Trust, which assumes the Company’s
obligation to deliver shares to employees on vesting. To enable
the Employee Trust to meet these obligations, Man Group provides
funds by way of direct contributions or loans. The Employee Trust
has independent trustees and its assets are held separately from
those of Man Group. However, given its nature as a structured entity
under IFRS, it is consolidated into the Group financial statements.
For accounting purposes, the shares held by the Employee Trust
are treated as though they were treasury shares. These shares remain,
however, in issue as trust assets. Under the Employee Trust deed, the
trustees have discretion to vote, or abstain from voting, on resolutions
put to shareholders.
Treasury shares
Ordinary shares held by the Company in treasury do not carry voting
rights. If the treasury shares are subsequently sold or transferred for
the purposes of satisfying an employee share scheme as permitted
by the Jersey (Companies) Law 1991, then the shares, at this point,
will again carry their full voting rights. Further details on treasury
shares can be found in Note 24 to the financial statements.
Man Group plc |
Share transfer restrictions
• In accordance with the current Directors’ Remuneration Policy,
the CEO is required to hold shares in Man Group plc representing
at least 300% of salary and other executive directors are required
to hold shares in Man Group plc representing at least 200%
of salary. Directors are required to retain their shareholdings in
full for two years after departure from Man Group plc or, where
appropriate, in circumstances where directors have stepped
down from the Board but remain with the Company; this will be at
the lower of either their required or actual shareholding on leaving.
Further information can be found in the Directors’ Remuneration
report on pages 104 to 127.
• The Board may decline to register a transfer of any share which
is not a fully paid share. In addition, registration of a transfer of an
uncertificated share may be refused in the circumstances set out
in The Companies (Uncertificated Securities) (Jersey) Order 1999
and where the number of joint holders exceeds four.
Change of control
The Company is not party to any significant agreements that
take effect, alter or terminate upon a change of control following
a takeover bid except for the Company’s $500 million revolving
credit facility originally dated 9 December 2019 and amended
and restated on 3 December 2021 which could, under specific
circumstances, become repayable following a relevant change
of control. The Company’s employee share and fund product
incentive schemes contain provisions whereby, upon a change
of control of the Company, outstanding options and awards will
vest and become exercisable, subject to any pro-rating that may
be applicable. If a change of control of the Company relates to an
internal reorganisation, the Board may determine, with the consent
of the new controlling company, that in the case of share awards
the outstanding options and awards will not vest and will be
automatically surrendered in consideration for the grant of new
equivalent awards or options in the new controlling company and
that fund product awards will not vest but will continue to subsist.
Independent auditor
The Company’s external auditor, Deloitte, has indicated its willingness
to continue in office and a resolution to reappoint Deloitte as auditor
of the Company will be proposed at the 2023 AGM.
An external audit tender was conducted during 2022 which has
resulted in the Board recommending to shareholders that Deloitte
be reappointed as the Company’s external auditor. Additional detail
can be found in the Audit and Risk Committee report on pages 98
and 99.
Political donations
The Company’s policy is not to make any donations or contributions
to political parties or organisations and no such payments were
made during the year.
For and on behalf of the Board
Elizabeth Woods
Company Secretary
27 February 2023
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 130
Directors’ responsibility statement
The directors are responsible for
preparing the Annual Report and the
financial statements in accordance with
applicable law and regulations.
The Companies (Jersey) Law 1991 requires the directors to
prepare financial statements for each financial year. Under that
law the directors have elected to prepare the financial statements in
accordance with applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the United Kingdom. The financial
statements are required by law to 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 Man Group’s financial statements, International
Accounting Standard 1 requires that directors:
• properly select and apply accounting policies;
• present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
• provide additional disclosures when compliance with the
specific requirements in IFRSs are insufficient to enable users
to understand the impact of particular transactions, other events
and conditions on the entity’s financial position and financial
performance; and
• make an assessment of the Company’s ability to continue as a
going concern.
The directors are responsible for keeping proper accounting records
that disclose with reasonable accuracy at any time the financial
position of the Company and enable them to ensure that the financial
statements comply with the Companies (Jersey) Law 1991. They are
also responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of
the corporate and financial information included on the Company’s
website. Legislation in Jersey, Channel Islands governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
Each of the directors as at 31 December 2022, whose names and
functions are on pages 74 and 75, confirm that, to the best of each
person’s knowledge and belief:
• the financial statements, prepared in accordance with the
relevant financial reporting framework, give a true and fair view
of the assets, liabilities, financial position and profit or loss of the
Company and the undertakings included in the consolidation
taken as a whole;
• the Strategic report includes a fair review of the development and
performance of the business and the position of the Company
and the undertakings included in the consolidation taken as
a whole, together with a description of the principal risks and
uncertainties that they face;
• the Annual Report and financial statements, taken as a whole,
are fair, balanced and understandable and provide the information
necessary for shareholders to assess the Company’s and Group’s
position, performance, business model and strategy; and
• there is no relevant audit information of which the Group’s auditor
is unaware, and that they have taken all steps that they ought
to have taken as a director in order to make themselves aware of
any relevant audit information and to establish that Man Group’s
auditor is aware of that information.
Man Group plc |
Annual Report 2022Governance 131
132
140
140
141
142
143
144
144
144
145
145
146
147
148
149
150
151
151
152
154
155
156
157
159
161
161
163
163
164
167
169
170
170
170
170
171
171
172
174
175
Financial statements contents
Audited information
Independent auditor’s report
Group income statement
Group statement of comprehensive income
Group balance sheet
Group cash flow statement
Group statement of changes in equity
Notes to the Group financial statements
Basis of preparation
Going concern
Judgemental areas and accounting estimates
Revenue
Costs
Finance expense and finance income
Current tax and tax expense
Cash, liquidity and borrowings
Reconciliation of statutory profit to cash
generated from operations
Fee and other receivables
Trade and other payables
Investments in fund products
and other investments
Fair value of financial assets and liabilities
Market risks and derivatives
Leasehold improvements and equipment
Leases
Goodwill and acquired intangibles
Other intangibles
Deferred tax
Provisions
Investments in associates
Pension
Share-based payment schemes
Share capital, Employee Trust, Treasury
share reserve and earnings per share (EPS)
Dividends
Geographical disclosure
Related party transactions
Other matters
Subsequent events
Unconsolidated structured entities
Group investments
Unaudited information
Five-year record
Alternative performance measures
Note
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information
132
Independent auditor’s report to the members of Man Group plc
Report on the audit of the financial statements
3. Summary of our audit approach
1. Opinion
In our opinion the financial statements of Man Group plc
(the ‘parent company’) and its subsidiaries (the ‘group’):
• give a true and fair view of the state of the group’s affairs as
at 31 December 2022 and of the group’s profit for the year
then ended;
• have been properly prepared in accordance with United Kingdom
adopted international accounting standards; and
• have been properly prepared in accordance with Companies
(Jersey) Law 1991.
We have audited the financial statements which comprise:
• the group income statement;
• the group statement of comprehensive income;
• the group balance sheet;
• the group cash flow statement;
• the group statement of changes in equity; and
• the related notes 1 to 31.
The financial reporting framework that has been applied in
their preparation is applicable law and United Kingdom adopted
international accounting standards.
2. Basis for opinion
We conducted our audit in accordance with International Standards
on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the auditor’s
responsibilities for the audit of the financial statements section
of our report.
We are independent of the group in accordance with the ethical
requirements that are relevant to our audit of the financial statements
in the UK, including the Financial Reporting Council’s (the ‘FRC’s’)
Ethical Standard as applied to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance with
these requirements. We confirm that we have not provided any
non-audit services prohibited by the FRC’s Ethical Standard to
the group.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Man Group plc |
Key audit matter
The key audit matter that we identified
in the current year was the accuracy of
performance fees.
Materiality
Scoping
The materiality that we used for the group
financial statements was $19.0m (2021:
$18.3m) which was determined on the basis
of 2% of management and other fees, which
is consistent with the basis of determination
used in the prior year.
We performed full scope audits of 20
(2021: 28) components and audits of
specified account balances within a further
10 (2021: seven) components across 10
(2021: nine) geographic locations.
Together, this accounts for 99% (2021: 99%)
of the group’s revenue, 98% (2021: 98%) of
the group’s profit before tax and 98% (2021:
98%) of the group’s total assets.
Significant changes
in our approach
There were no significant changes in
our approach.
4. Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the group’s ability to
continue to adopt the going concern basis of accounting included:
• Considering the available cash and cash equivalents balance at
year end of $349m explained in Note 8 and assessing how this
is forecast to fluctuate over the coming 12 months in line with
management’s forecasted performance. This analysis includes
assessing the amount of headroom in the forecasts considering
cash and regulatory liquidity requirements;
• Assessing the nature and terms of the financing facilities available
to the group;
• Assessing the impact of downside scenarios considered by
management including those capturing the potential impact of
climate change;
• Testing of the clerical accuracy and assessing the sophistication
of the model used to prepare the forecasts; and
• Assessing the reasonableness of the assumptions used in the
forecasts and the historical accuracy of forecasts prepared by
management alongside the historical conversion of accounting
profits to cash in the business.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the group’s ability to
continue as a going concern for a period of at least 12 months from
when the financial statements are authorised for issue.
In relation to the reporting on how the group has applied the UK
Corporate Governance Code, we have nothing material to add or
draw attention to in relation to the directors’ statement in the financial
statements about whether the directors considered it appropriate to
adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect
to going concern are described in the relevant sections of this report.
Annual Report 2022Financial statements 133
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of
the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified.
These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing
the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Accuracy of performance fees
Key audit matter
description
At $778m (2021: $567m) performance fee revenue is a material revenue balance, and has increased further
in the current year from a historically high level in the prior year.
The measurement of performance fee revenue requires the accurate implementation of methodologies as set
out in investment management agreements which are often bespoke for each client or fund.
Performance fees are manually calculated, are performed less frequently based on the crystallisation
dates specified in the agreements (generally once a year), and are more complicated than management fee
calculations, increasing the relative risk of misstatement.
The performance fee calculation requires the use of estimated valuations which can change after the period
end. There is a fraud risk associated with the accuracy of performance fee revenue due to this balance’s
importance to stakeholders and link to long term incentives. Given the complexity of the calculations and
level of judgement involved in determining if the revenue has crystallised, accuracy of performance fees is
deemed to be a key audit matter.
The accounting policy for performance fees is detailed in Note 4 to the financial statements.
Our procedures included:
Assessing related controls: We obtained an understanding of the relevant controls over performance
fees, and tested the relevant controls over the accuracy of performance fees. We placed reliance on these
controls as a part of our audit approach. We also obtained an understanding of the relevant controls at
service organisations.
Tests of detail: We independently agreed a sample of calculation methodologies to investment
management agreements and source documentation, verified the calculation methodology and the
accuracy of the inputs used in the calculation (for example, fee rates, crystallisation dates, fund product profit
and relevant benchmarks), assessed the arithmetic accuracy of the underlying calculation of the performance
fee and challenged any judgements when interpreting governing documents. For estimates subsequently
finalised and invoiced after the year end, we assessed the amounts invoiced against the accrued estimate
at the year end in mid-February.
How the scope of our
audit responded to the
key audit matter
Key observations
Based on our work, we concluded that performance fees are appropriately recorded.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 134
Independent auditor’s report to the members of Man Group plc continued
6. Our application of materiality
6.1 Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a
reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in
evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Materiality
$19.0m (2021: $18.3m)
Basis for
determining
materiality
Rationale for the
benchmark applied
Materiality ($m)
Management and
other fees $954.0m
2% of management and other fees (2021: 2% of management and other fees)
We have determined management and other fees to be an appropriate basis for determining materiality as it
is statutory in nature, and reflects current-year performance whilst being relatively stable compared with other
benchmarks. We did not include performance fees in our materiality determination to avoid undue fluctuations in
materiality that would result due to year-on-year variability in performance fees if total revenues, or a profit measure,
were used instead.
Group materiality $19.0m
Component materiality range $9.3m to $0.3m
Audit & Risk Committee reporting threshold $0.95m
Management and other fees
Group materiality
Man Group plc |
Annual Report 2022Financial statements
6.2 Performance materiality
We set performance materiality at a level lower than materiality
to reduce the probability that, in aggregate, uncorrected and
undetected misstatements exceed the materiality for the financial
statements as a whole. Group performance materiality was set at
70% of group materiality for the 2022 audit (2021: 70%).
When considering performance materiality we have considered our
past experience of the audit, and our accumulated understanding
of the group and its environment. In particular, we took into account
the reliability of the group’s internal controls over financial reporting
and that we were able to rely on controls for a number of business
processes. We also took into account the level of corrected and
uncorrected misstatements identified in prior periods, and allowed
for a degree of unpredictability of the full year result as at the time of
planning our audit.
6.3 Error reporting threshold
We agreed with the Audit and Risk Committee that we would
report to the Committee all audit differences in excess of $950k
(2021: $900k), as well as differences below that threshold that,
in our view, warranted reporting on qualitative grounds. We also
report to the Audit and Risk Committee on disclosure matters
that we identified when assessing the overall presentation of the
financial statements.
135
7. An overview of the scope of our audit
7.1 Identification and scoping of components
The group operates across 10 geographical locations with
operations in Europe, North America, Asia and Australia. In
determining the scope of work to be performed on specific
components of the group, which are generally the group’s
subsidiaries, we considered both quantitative and qualitative
factors. Our quantitative assessment was primarily based on
each component’s profit before tax and revenue, though we also
considered the overall coverage obtained. Our assessment of
qualitative factors included consideration of current-year events
and any significant risks applicable to the component.
Based on that assessment, which is broadly consistent with
the prior year, we performed full scope audits of 20 (2021: 28)
components across the UK, the US, Switzerland, Channel
Islands, Ireland and the Cayman Islands. A further 10 (2021: seven)
components were subject to an audit of specified account balances
where the extent of our testing was based on our assessment of the
risks of material misstatement and materiality to the group of those
components. The decrease in the number of full scope components
reflects the exclusion from our scope of a number of smaller
components which no longer require a local statutory audit, with
minimal impact on our overall audit coverage as described below.
All other components were subject to analytical review procedures.
Books and records for most geographies are maintained by the
group’s finance team in London, and accordingly these components
were all audited by the group audit team. Local finance teams
maintain books and records for the US and Switzerland, but with
significant reliance on the finance function in the UK. Accordingly,
the group audit team led the audit of these components with
assistance from local audit staff as required.
The scope of the work we performed represents all principal
business units and accounts for 98% (2021: 98%) of the group’s
total assets, 99% (2021: 99%) of the group’s revenue and 98%
(2021: 98%) of the group’s profit before tax on an absolute basis.
This coverage also provides an appropriate basis of audit work
to address the risks of material misstatement identified above. Our
audit work at the 30 (2021: 35) components was executed at levels of
materiality applicable to each individual component which were lower
than group materiality and ranged from $0.3m to $9.3m (2021: $0.1m
to $12.8m).
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Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 136
Independent auditor’s report to the members of Man Group plc continued
Full audit scope
97%
Specified audit procedures 2%
Review at group level
1%
Full audit scope
95%
Specified audit procedures 3%
Review at group level
2%
Full audit scope
85%
Specified audit procedures 13%
Review at group level
2%
7.2 Our consideration of the control environment
Where relevant, we followed a combined approach of performing
substantive and controls testing. We took a controls reliance
approach over management and performance fees and the related
balance sheet receivables and accruals in all areas of the business
except Man GPM. We also tested relevant controls over distribution
costs, fixed compensation, asset servicing and investment in fund
product plans. Where we placed reliance on service organisation
reports specifically at administrators and transfer agents, we
have obtained an understanding of the controls over the service
organisation reports and tested any complementary controls
performed by the group.
We have performed general IT controls testing over the group’s
financial reporting processes and the key IT systems for
management fees, performance fees, distribution costs and
compensation. In addition, we performed tests over manual
relevant controls which complement these where needed.
7.3 Our consideration of climate-related risks
In planning our audit, we considered the potential financial impacts
on the group and its financial statements of climate change and the
transition to a low carbon economy. We considered management’s
own assessment of the related risks and opportunities as described
on pages 34 and 35, together with our cumulative knowledge and
experience of the group and the environment in which it operates.
We assessed management’s disclosures about critical judgements
and key sources of estimation uncertainty, including the potential
impact of climate change on those judgements and estimates, in
Note 3 to the financial statements. We assessed management’s
going concern and viability disclosures, and identified no significant
impact of climate change on those disclosures given the timeframes
of those assessments. We have considered whether information
included in the climate-related disclosures in the Annual Report is
consistent with our understanding and knowledge of the business
and the financial statements. Our knowledge obtained in the
audit is from attending meetings with key management personnel
responsible for climate change at the group, reviewing the group’s
risk register, reviewing board packs and meeting minutes and
evaluating any public announcements or initiatives to which the
group has committed.
7.4 Working with other auditors
As described in 7.1 above, all work was performed by the group audit
team with assistance from local Swiss and US audit staff in certain
limited areas. Local staff were supervised by the group audit team,
with regular calls to provide direction, discuss progress and provide
updates relevant to the group audit.
Revenue
Profit before tax
Total assets
Man Group plc |
Annual Report 2022Financial statements
137
10. Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level
of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
A further description of our responsibilities for the audit
of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor’s report.
8. 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 we do not express any form of assurance
conclusion thereon.
Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
course of the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise
to a material misstatement in the financial statements themselves.
If, based on the work we have performed, we conclude that there is
a material misstatement of this other information, we are required to
report that fact.
We have nothing to report in this regard.
9. Responsibilities of directors
As explained more fully in the directors’ responsibilities statement,
the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view,
and for such internal control as the directors determine is necessary
to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible
for assessing the group’s ability to continue as a going concern,
disclosing as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either
intend to liquidate the group or to cease operations, or have no
realistic alternative but to do so.
Man Group plc |
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Independent auditor’s report to the members of Man Group plc continued
11.2 Audit response to risks identified
As a result of performing the above, we identified accuracy of
performance fees as a key audit matter related to the potential risk
of fraud. The key audit matters section of our report explains the
matter in more detail and also describes the specific procedures
we performed in response to that key audit matter. In addition to
the above, our procedures to respond to the risks identified included
the following:
• reviewing the financial statement disclosures and testing to
supporting documentation to assess compliance with provisions
of relevant laws and regulations described as having a direct
effect on the financial statements;
• enquiring of management, the Audit and Risk Committee
and in-house and external legal counsel concerning actual
and potential litigation and claims;
• performing analytical procedures to identify any unusual or
unexpected relationships that may indicate risks of material
misstatement due to fraud;
• reading minutes of meetings of the Audit and Risk Committee,
reviewing internal audit reports and reviewing correspondence
with HMRC, Financial Conduct Authority (FCA) and other
regulators globally; and
• in addressing the risk of fraud through management override
of controls, testing the appropriateness of journal entries and
other adjustments; assessing whether the judgements made
in making accounting estimates are indicative of a potential
bias; and evaluating the business rationale of any significant
transactions that are unusual or outside the normal course
of business.
We also communicated relevant identified laws and regulations
and potential fraud risks to all engagement team members
including internal specialists and component audit teams, and
remained alert to any indications of fraud or non-compliance with
laws and regulations throughout the audit.
11. Extent to which the audit was considered capable
of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is
detailed below.
11.1 Identifying and assessing potential risks related
to irregularities
In identifying and assessing risks of material misstatement in respect
of irregularities, including fraud and non-compliance with laws and
regulations, we considered the following:
• the nature of the industry and sector, control environment
and business performance including the design of the group’s
remuneration policies, key drivers for executive directors’
remuneration, bonus levels and performance targets;
• results of our enquiries of management, internal audit and the
Audit and Risk Committee about their own identification and
assessment of the risks of irregularities;
• any matters we identified having obtained and reviewed
the group’s documentation of their policies and procedures
relating to:
• identifying, evaluating and complying with laws and
regulations and whether they were aware of any instances
of non-compliance;
• detecting and responding to the risks of fraud and
whether they have knowledge of any actual, suspected
or alleged fraud;
• the internal controls established to mitigate risks of fraud
or non-compliance with laws and regulations;
• the matters discussed among the audit engagement team
including component audit teams and relevant internal specialists,
including tax, pensions, IT and industry specialists regarding how
and where fraud might occur in the financial statements and any
potential indicators of fraud.
As a result of these procedures, we considered the opportunities
and incentives that may exist within the organisation for fraud
and identified the greatest potential for fraud in the accuracy of
performance fees. In common with all audits under ISAs (UK), we
are also required to perform specific procedures to respond to the
risk of management override.
We also obtained an understanding of the legal and regulatory
framework that the group operates in, focusing on provisions
of those laws and regulations that had a direct effect on the
determination of material amounts and disclosures in the financial
statements. The key laws and regulations we considered in this
context included Companies (Jersey) Law 1991, Listing Rules
and the Disclosure Guidance and Transparency rules, pensions
legislation and tax legislation.
In addition, we considered provisions of other laws and regulations
that do not have a direct effect on the financial statements but
compliance with which may be fundamental to the group’s ability
to operate or to avoid a material penalty. These included the
group’s solvency requirements and matters regulated by the
Financial Conduct Authority (the group’s lead regulator).
Man Group plc |
Annual Report 2022Financial statements 139
Report on other legal and regulatory requirements
15. Other matters
12. Opinion on other matter prescribed by our
engagement letter
In our opinion the part of the directors’ remuneration report to be
audited has been properly prepared in accordance with the basis
described on page 127.
13. Corporate Governance Statement
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
• the directors’ statement with regards to the appropriateness of
adopting the going concern basis of accounting and any material
uncertainties identified set out on page 144;
• the directors’ explanation as to its assessment of the group’s
prospects, the period this assessment covers and why the period
is appropriate set out on page 35;
• the directors’ statement on fair, balanced and understandable
set out on page 130;
• the board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 28;
• the section of the Annual Report that describes the review of
effectiveness of risk management and internal control systems
set out on page 28; and
• the section describing the work of the Audit and Risk Committee
set out on pages 92 to 99.
14. Matters on which we are required to report
by exception
14.1 Adequacy of explanations received and
accounting records
Under the Companies (Jersey) Law 1991 we are required to report
to you if, in our opinion:
• we have not received all the information and explanations we
require for our audit; or
• proper accounting records have not been kept by the parent
company or proper returns adequate for our audit have not been
received from branches not visited by us; or
• the financial statements are not in agreement with the accounting
records and returns.
We have nothing to report in respect of these matters.
15.1 Auditor tenure
Following the recommendation of the Audit and Risk Committee, we
were appointed by the shareholders at the Annual General Meeting
on 9 May 2014 to audit the financial statements for the year ending
31 December 2014 and subsequent financial periods. The period
of total uninterrupted engagement including previous renewals and
reappointments of the firm is 9 years, covering the years ending
31 December 2014 to 31 December 2022.
15.2 Consistency of the audit report with the additional report
to the Audit and Risk Committee
Our audit opinion is consistent with the additional report to the Audit
and Risk Committee we are required to provide in accordance with
ISAs (UK).
16. Use of our report
This report is made solely to the company’s members, as a body,
in accordance with Article 113A of the Companies (Jersey) Law 1991.
Our audit work has been undertaken so that we might state to the
company’s members those matters we are required to state to them
in an auditor’s report and those matters we have expressly agreed to
report to them on in our engagement letter and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company’s
members as a body, for our audit work, for this report, or for the
opinions we have formed.
As required by the FCA Disclosure Guidance and Transparency
Rule (DTR) 4.1.14R, these financial statements will form part of
the European Single Electronic Format (ESEF) prepared Annual
Report filed on the National Storage Mechanism of the UK FCA
in accordance with the ESEF Regulatory Technical Standard
(‘ESEF RTS’). This auditor’s report provides no assurance over
whether the Annual Report has been prepared using the single
electronic format specified in the ESEF RTS. We have been
engaged to provide assurance on whether the Annual Report has
been prepared using the single electronic format specified in the
ESEF RTS and will publicly report separately to the members on this.
Bevan Whitehead, FCA (Senior Statutory Auditor)
For and on behalf of Deloitte LLP
Recognised Auditor
London, United Kingdom
27 February 2023
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 140
140
Financial statements
Group income statement
For the year to 31 December
Management and other fees
Performance fees
Revenue
Net income or gains on investments and other financial instruments
Third-party share of losses/(gains) relating to interests in consolidated funds
Sub-lease rental income
Distribution costs
Net revenue
Asset servicing costs
Compensation costs
Other costs
Finance expense
Finance income
Revaluation of contingent consideration
Impairment of right-of-use lease assets – investment property
Amortisation of acquired intangible assets
Share of post-tax loss of associates
Statutory profit before tax
Tax expense
Statutory profit attributable to owners of the Company
Statutory earnings per share
Basic
Diluted
Group statement of comprehensive income
For the year to 31 December
Statutory profit attributable to owners of the Company
Other comprehensive (loss)/income:
Remeasurements of defined benefit pension plans
Current tax on pension plans
Deferred tax on pension plans
Items that will not be reclassified to profit or loss
Cash flow hedges:
Valuation gains taken to equity
Realised gains transferred to Group income statement
Net investment hedges
Foreign currency translation
Items that may be reclassified to profit or loss
Other comprehensive (loss)/income
Note
4
4
12
12
16
5
5
5
5
6
6
13
16
17
21
7
24
Note
22
14
14
2022
$m
954
778
1,732
7
14
5
(31)
1,727
(58)
(678)
(179)
(16)
5
–
–
(51)
(5)
745
(137)
608
2021
$m
914
567
1,481
42
(3)
6
(40)
1,486
(58)
(596)
(165)
(14)
1
2
(3)
(61)
(2)
590
(103)
487
47.2¢
45.8¢
34.7¢
33.8¢
2022
$m
608
2021
$m
487
(2)
–
(1)
(3)
6
(7)
4
(4)
(1)
(4)
22
4
(7)
19
9
(8)
3
(6)
(2)
17
Total comprehensive income attributable to owners of the Company
604
504
Man Group plc |
Man Group plc | Annual Report 2022
Annual Report 2022Financial statements
141
141
2021
$m
387
485
974
18
43
61
77
–
678
45
128
27
2,923
702
14
15
254
250
37
1,272
Note
8
10
12
21
15
16
16
12
17
18
19
22
11
20
7
12
16
19
2022
$m
457
570
1,209
14
53
92
71
34
627
50
105
22
3,304
942
14
37
359
253
–
1,605
1,699
1,651
1,699
1,651
Strategic report | Governance | Financial statements | Shareholder information
Group balance sheet
At 31 December
Assets
Cash and cash equivalents
Fee and other receivables
Investments in fund products and other investments
Investments in associates
Leasehold improvements and equipment
Leasehold property – right-of-use lease assets
Investment property – right-of-use lease assets
Investment property – consolidated fund entities
Goodwill and acquired intangibles
Other intangibles
Deferred tax assets
Pension asset
Total assets
Liabilities
Trade and other payables
Provisions
Current tax liabilities
Third-party interest in consolidated funds
Lease liability
Deferred tax liabilities
Total liabilities
Net assets
Equity
Capital and reserves attributable to owners of the Company
The financial statements were approved by the Board of Directors on 27 February 2023 and signed on its behalf by:
Luke Ellis
Chief Executive Officer
Antoine Forterre
Chief Financial Officer
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142
142
Financial statements
Group cash flow statement
For the year to 31 December
Cash flows from operating activities
Cash generated from operations
Interest paid
Payment of lease interest
Tax paid
Cash flows from operating activities
Cash flows from investing activities
Interest received
Purchase of leasehold improvements and equipment
Purchase of investment property – right-of-use lease assets
Purchase of other intangible assets
Purchase of interest in associate
Cash flows used in investing activities
Cash flows from financing activities
Repayments of principal lease liability
Purchase of Man Group plc shares by the Employee Trust
Proceeds from sale of Treasury shares in respect of Sharesave
Share repurchase programmes (including costs)
Ordinary dividends paid to Company shareholders
Cash flows used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of the year
Effect of foreign exchange movements
Cash and cash equivalents at end of the year
Less: restricted cash held by consolidated fund entities
Available cash and cash equivalents at end of the year
Note
9
16
7
15
16
21
16
24
25
8
8
8
2022
$m
878
(6)
(10)
(125)
737
5
(21)
(2)
(22)
–
(40)
(13)
(47)
2
(386)
(179)
(623)
74
387
(4)
457
(108)
349
2021
$m
581
(2)
(12)
(83)
484
1
(26)
(5)
(18)
(19)
(67)
(21)
(18)
2
(180)
(160)
(377)
40
351
(4)
387
(64)
323
Man Group plc |
Man Group plc | Annual Report 2022
Annual Report 2022Financial statements
Strategic report | Governance | Financial statements | Shareholder information
Group statement of changes in equity
$m
At 1 January 2021
Statutory profit
Other comprehensive income/(loss)
Total comprehensive income
Share-based payment charge
Current tax on share-based payments
Deferred tax on share-based payments
Purchase of Man Group plc shares by
the Employee Trust
Disposal of Man Group plc shares by
the Employee Trust
Share repurchases
Transfer to Treasury shares
Transfer from Treasury shares
Disposal of Treasury shares for
Sharesave
Cancellation of Treasury shares
Dividends paid
At 31 December 2021
Statutory profit
Other comprehensive loss
Total comprehensive income
Share-based payment charge
Current tax on share-based payments
Deferred tax on share-based payments
Purchase of Man Group plc shares by
the Employee Trust
Disposal of Man Group plc shares by
the Employee Trust
Share repurchases
Transfer to Treasury shares
Transfer from Treasury shares
Disposal of Treasury shares
for Sharesave
Cancellation of Treasury shares
Dividends paid
At 31 December 2022
Share capital
Reorganisation
reserve
Profit
and loss
account
Man Group plc
shares held by
Employee
Trust
Treasury
shares
Cumulative
translation
adjustment
Other
reserves
53
–
–
–
–
–
–
–
–
–
–
–
–
(2)
–
51
–
–
–
–
–
–
–
–
–
–
–
–
(1,688)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(1,688)
–
–
–
–
–
–
–
–
–
–
–
–
(5)
–
46
–
–
(1,688)
3,292
487
19
506
39
1
10
–
(17)
(225)
180
(6)
–
(143)
(160)
3,477
608
(3)
605
45
4
(6)
–
(28)
(375)
386
(24)
–
(315)
(179)
3,590
(60)
–
–
–
–
–
–
(18)
17
–
–
–
–
–
–
(61)
–
–
–
–
–
–
(47)
28
–
–
–
–
–
–
(80)
(148)
–
–
–
–
–
–
–
–
–
(180)
5
2
143
–
(178)
–
–
–
–
–
–
–
–
–
(386)
22
2
315
–
(225)
44
–
(3)
(3)
–
–
–
–
–
–
–
–
–
–
–
41
–
–
–
–
–
–
–
–
–
–
–
–
–
–
41
4
–
1
1
–
–
–
–
–
–
–
1
1
2
–
9
–
(1)
(1)
–
–
–
–
–
–
–
2
–
5
–
15
143
143
Total
1,497
487
17
504
39
1
10
(18)
–
(225)
–
–
3
–
(160)
1,651
608
(4)
604
45
4
(6)
(47)
–
(375)
–
–
2
–
(179)
1,699
Under the Companies (Jersey) Law 1991, a company may make a distribution from any source other than the nominal capital account and capital
redemption reserve. The Company has reserves available for distribution of $1.8 billion as at 31 December 2022 (2021: $2.4 billion).
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Financial statements
Notes to the Group financial statements
1. Basis of preparation
Accounting
The audited consolidated financial information has been prepared in accordance with International Financial Reporting Standards (IFRSs) and
interpretations (IFRICs) as adopted by the United Kingdom. The consolidated financial statements are prepared on a going concern basis using the
historical cost convention, except for certain financial instruments that are measured at fair value and defined benefit pension plans. Our significant
accounting policies, which have been consistently applied in the current and prior years, are included in the relevant notes, except for those below
which relate to the consolidated financial statements as a whole.
Man Group plc (the Company) has taken advantage of the exemption provided in Article 105 (11) of the Companies (Jersey) Law 1991 and therefore
does not present its individual financial statements and related notes.
Consolidation
The consolidated group is the Company and its subsidiaries (together Man Group). The consolidated financial statements are presented in United
States dollars (USD), the Company’s functional currency, as the majority of our revenues, assets, liabilities and financing are denominated in USD.
Monetary assets and liabilities denominated in foreign currencies are translated at the spot rate on each balance sheet date. Non-monetary items
carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined.
Non-monetary items that are measured at historical cost in a foreign currency are not retranslated. Transactions denominated in foreign currencies
are converted at the spot rate at the date of the transaction or, if appropriate, the average rate for the month in which the transaction occurs. The
resulting exchange differences are recognised in the Group income statement.
For consolidated entities that have a functional currency other than USD, the assets and liabilities are translated into USD at the spot rate on balance
sheet date. Income and expenses are translated at the average rate for the period in which the transactions occur. The resulting exchange
differences between these rates are recorded in other comprehensive income.
The consolidated financial information contained within these financial statements incorporates our results, cash flows and financial position for the
year to 31 December 2022 and includes our share of the results of any associates and joint ventures using the equity method of accounting.
Subsidiaries are entities we control (including certain structured entities, as defined by IFRS 12 ‘Disclosure of Interests in Other Entities’) and are
consolidated from the date on which control is transferred to us until the date that control ceases. Control exists when we have the power to direct
the relevant activities, exposure to significant variable returns and the ability to utilise power to affect those returns. All intercompany transactions
and balances are eliminated on consolidation. Although the Employee Trust has independent trustees and its assets are held separately, it is
consolidated into the Group financial statements given its nature as a structured entity which has the obligation to deliver deferred compensation
awards to our employees.
Business combinations are accounted for using the acquisition method from the date on which we obtain control of the acquiree. The cost of an
acquisition is measured as the fair value on the acquisition date of assets transferred, liabilities incurred and equity instruments issued by the
Company. The fair value of an acquisition is calculated at the acquisition date by recognising the acquiree’s identifiable assets and liabilities at their
fair values at that date. Costs relating to acquisitions are recognised in the Group income statement as incurred. Any contingent consideration is
recognised at fair value at the acquisition date, with any subsequent changes to the fair value recognised in the Group income statement.
Management information regarding revenues, net management fee margins and investment performance relevant to the operation of the investment
managers, products and the investor base are reviewed by the Board and Senior Executive Committee. A centralised shared infrastructure for
operations, product structuring, distribution and support functions for our investment management business means that operating costs are not
allocated to constituent parts of the investment management business. As a result, performance is assessed, resources are allocated, and other
strategic and financial management decisions are determined by the Board and Senior Executive Committee on the basis of our investment
management business as a whole. Accordingly, we operate and report the investment management business as a single segment, together
with relevant information regarding AUM flows and net margins, to allow for analysis of the direct contribution of products and the respective
investor base.
Impact of new accounting standards
There were no new or amendments to existing accounting standards issued by the International Accounting Standards Board (IASB) effective for the
first time in the year to 31 December 2022 that have had a significant impact on these Group financial statements.
No other standards or interpretations issued and not yet effective are expected to have a material impact on the Group financial statements.
2. Going concern
The preparation of the Group financial statements on a going concern basis is supported by the forecast financial performance and capital and liquidity
analysis of Man Group, as approved by the Board. This analysis considers our net financial assets and liquidity resources and requirements and utilises
the Man Group budget, medium-term plan and the capital and liquidity plan. These plans include rigorous downside testing, including analyses of
stressed capital and liquidity scenarios, and incorporate Man Group’s principal and emerging risks, which are outlined on pages 30 to 34 and monitored
by the Board on an ongoing basis.
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3. Judgemental areas and accounting estimates
The preparation of financial statements in conformity with IFRS requires the use of accounting estimates and assumptions. We continually
evaluate our estimates and judgements based on historical experience and expectations of future events that are considered reasonable in the
circumstances. These judgements and estimates are an area of focus for the Board and, in particular, the Audit and Risk Committee.
Critical judgements
Man Group acts as the investment manager or adviser to fund entities. The most significant area of judgement is whether we control certain of those
fund entities to which we are exposed via either direct investment holdings, total return swaps, or sale and repurchase arrangements. We assess
such relationships on an ongoing basis to determine whether we control each fund entity and therefore consolidate them into our results.
Critical accounting estimates
Man Group’s only key source of estimation uncertainty is the valuation of the net pension asset (Note 22). The Board has also considered the
assumptions used in the assessments for impairment of goodwill and right-of-use lease assets and the recoverability of deferred tax assets.
They have concluded that these assumptions do not have a significant risk of causing a material adjustment to the carrying amounts of our assets
or liabilities at the balance sheet date.
The Board has also considered the impact of climate change on the Group financial statements, in particular in relation to the going concern
assessment, the cash flow forecasts used in the impairment assessments of non-current assets and the assumptions around future life
expectancies used in the valuation of the net pension asset. The impact of climate change on the Group financial statements is not currently
expected to be material.
4. Revenue
Accounting policy
Fee income is our primary source of revenue, which is derived from the investment management agreements that we have in place with the fund
entities or the accounts that we manage.
Management and other fees (net of rebates), which include all non-performance related fees, are recognised in the period in which contractual
investment management services are provided and do not include any other performance obligations. Fees are generally based on an agreed
percentage of NAV or AUM and are typically charged in arrears and receivable within one month.
Performance fees (net of rebates) relate to the performance of the funds or managed accounts managed during the year and are recognised
when the performance obligation has been met, whereby the fee has crystallised and can be reliably estimated. This is generally at the end of
the performance period or upon early redemption by an investor. Until the performance period ends, market movements could significantly
move the NAV of the fund products and therefore the value of any performance fees receivable. For alternative strategies, we will typically only
earn performance fees on any positive investment returns in excess of the high-water mark, meaning we will not be able to earn performance
fees with respect to positive investment performance in any year following negative performance until that loss is recouped. For long-only
strategies, performance fees are usually earned only when performance is in excess of a predetermined strategy benchmark (positive alpha).
Once crystallised, performance fees typically cannot be clawed back. There are no other performance obligations or services provided which
suggest these have been earned either before or after the crystallisation date.
Rebates, which relate to repayments of management and performance fees charged, typically to institutional investors, are recognised in the
same period as the associated fees for services are provided. Rebates are presented net within management and other fees and performance
fees in the Group income statement.
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Financial statements
Notes to the Group financial statements continued
5. Costs
Accounting policy
Distribution costs
Distribution costs, which are paid to external intermediaries for marketing and investor servicing, largely in relation to retail investors, are
typically variable with AUM and the associated management fee revenue. Distribution costs are expensed over the period in which the service
is provided.
Asset servicing costs
Asset servicing includes custodial, valuation, fund accounting, registrar, research and administration functions performed by third parties as well
as market data acquired under contract to Man Group, on behalf of the funds or managed accounts. Asset servicing costs are recognised in the
period in which the services are provided. The costs of these services vary based on transaction volumes, the number of funds or managed
accounts and their NAVs, and the mix of client strategies.
Compensation costs
Salaries, variable cash compensation and social security costs are charged to the Group income statement in the period in which the service is
provided and include partner drawings. In the short term, the variable component of compensation adjusts with revenues and profitability.
Compensation can be deferred by way of equity-settled share-based payment schemes and fund product-based compensation arrangements.
Where deferred compensation relates to our fund products, the fair value of the employee services received in exchange for the fund
investments is recognised as a straight-line expense of the mark-to-market value of the awards over the relevant vesting period, with a
corresponding liability recognised in the Group balance sheet. We generally elect to separately purchase the equivalent fund investments at
grant date to offset any associated change in the value of deferred compensation due, and on vesting the value of the fund investment is
delivered to the employee (subject to the terms of the plan rules, which include malus provisions). If a fund product-based award is forfeited,
the cumulative charge recognised in the Group income statement is reversed in full.
5.1. Compensation costs
Salaries
Variable cash compensation
Deferred compensation: share-based payment charge
Deferred compensation: fund product-based payment charge
Social security costs
Pension costs (Note 22)
Total compensation costs
Comprising:
Fixed compensation: salaries and associated social security costs, and pension costs
Variable compensation: variable cash compensation, deferred compensation and associated social security costs
2022
$m
174
321
45
72
52
14
678
209
469
The unamortised deferred compensation at 31 December 2022 is $76 million (2021: $52 million) and has a weighted average remaining vesting
period of 1.5 years (2021: 1.4 years).
5.2. Other costs
Audit, tax, legal and other professional fees
Technology and communications
Occupancy
Temporary staff, recruitment, consultancy and managed services
Staff benefits
Insurance
Travel and entertainment
Marketing and sponsorship
Other cash costs, including irrecoverable VAT
Total other costs before depreciation and amortisation
Depreciation of leasehold improvements and equipment, and amortisation of other intangibles
Depreciation of right-of-use lease assets (Note 16)
Total other costs
Auditor’s remuneration, including professional services, is disclosed in the Audit and Risk Committee report on page 97.
2022
$m
24
22
18
17
14
7
7
5
18
132
30
17
179
2021
$m
169
266
39
54
54
14
596
208
388
2021
$m
21
22
18
13
14
7
2
4
18
119
29
17
165
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5. Costs continued
Average headcount
The table below details average headcount by function, including directors, employees, partners and contractors.
Investment management
Sales and marketing
Technology and infrastructure1
Average headcount
Headcount at 31 December
Note:
1
Includes all staff performing technology-based roles, including those supporting the investment management side of our business.
6. Finance expense and finance income
Finance expense:
Unwind of lease liability discount (Note 16)
Other finance expense
Total finance expense
Finance income:
Interest on cash deposits
Total finance income
Net finance expense
147
147
2022
427
238
930
1,595
1,655
2021
388
218
847
1,453
1,498
2022
$m
(10)
(6)
(16)
5
5
2021
$m
(12)
(2)
(14)
1
1
(11)
(13)
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Financial statements
Notes to the Group financial statements continued
7. Current tax and tax expense
Accounting policy
Current tax is based on our taxable profit for the year. Taxable profit differs from net profit as reported in the Group income statement because it
excludes items of income or expense that are taxable or deductible in other years, in addition to items that are never taxable or deductible.
Accounting for tax involves a level of estimation uncertainty given the application of tax law requires a degree of judgement, which tax authorities
may dispute. Tax liabilities are recognised based on the best estimates of probable outcomes, with regard to external advice where appropriate.
We are a global business and therefore operate across many different tax jurisdictions. Income and expenses are allocated to these different
jurisdictions based on transfer pricing methodologies set in accordance with the laws of the jurisdictions in which we operate and international
guidelines as laid out by the Organisation for Economic Co-operation and Development (OECD). The effective tax rate results from the
combination of taxes paid on earnings attributable to the tax jurisdictions in which they arise.
The movements in our current tax liabilities are as follows:
At beginning of the year
Charge to the Group income statement
Credit to other comprehensive income and equity
Tax paid
Other balance sheet movements
Foreign currency translation
At end of the year
Current tax
UK corporation tax on profits
Foreign tax
Adjustments to tax charge in respect of previous years
Current tax expense
Deferred tax
Origination and reversal of temporary differences
Adjustments to tax charge in respect of previous years
Deferred tax (credit)/expense (Note 19)
2022
$m
15
159
(4)
(125)
(5)
(3)
37
2022
$m
140
19
–
159
(13)
(9)
(22)
2021
$m
12
99
(5)
(83)
(8)
–
15
2021
$m
86
14
(1)
99
5
(1)
4
Total tax expense
137
103
Factors affecting the tax expense for the year
The majority of our profits in the period were earned in the UK, Switzerland and the US. Our tax expense is lower (2021: lower) than the amount that
would arise using the theoretical tax rate applicable to our profits as follows:
Profit before tax
Theoretical tax expense at UK rate: 19% (2021: 19%)
Effect of:
Overseas tax rates different to UK
Adjustments to tax charge in respect of previous years
Derecognition/(recognition) of US deferred tax assets (Note 19)
Impact of change in UK tax rate
Other
Tax expense
The current effective tax rate is 18% (2021: 17%).
2022
$m
745
142
(2)
(9)
7
–
(1)
2021
$m
590
112
1
(2)
(2)
(4)
(2)
137
103
Factors affecting our future tax charges
The principal factors which may influence our future tax rate are changes in tax regulation in the territories in which we operate, the mix of income
and expenses earned and incurred by jurisdiction, and the consumption of available deferred tax assets. In particular, as the majority of our profits
are earned in the UK, the increase of the UK corporation tax rate to 25% on 1 April 2023 will have an impact on our overall tax rate in future periods.
The OECD has published a draft Inclusive ‘Pillar 2’ Framework (the Framework) to support the introduction of a global minimum tax rate of 15%.
Governments are still consulting on how to implement the Framework with the expectation that legislation and regulations in most jurisdictions will
take effect from 2024. Pending final conclusions on the potential outcomes of the consultation, it is not currently practicable to assess fully the
impact of the Framework on our future tax charges but we do not anticipate it will be significant. Although not currently in force, it is expected that
the IASB will treat any impact as a permanent in-the-year difference for 2024 and onwards.
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8. Cash, liquidity and borrowings
Accounting policy
Cash and cash equivalents comprise cash and short-term investments in money market funds or bank deposits with an original maturity of three
months or less. Cash and cash equivalents are measured at amortised cost, which is approximately equal to fair value. Available cash and cash
equivalents is invested in accordance with strict limits consistent with the Board’s risk appetite, which consider both the security and availability
of liquidity. Accordingly, cash is held in on-demand and short-term bank deposits and money market funds, and at times invested in short-term
US Treasury bills (which meet the definition of cash equivalents). Cash and cash equivalents include restricted balances held by consolidated
fund entities to which we do not have access and which are subject to legal or contractual restrictions as to their use.
Cash held with banks
Short-term deposits
Money market funds
Cash held by consolidated fund entities (Note 12.2)
Cash and cash equivalents
Less: cash held by consolidated fund entities (Note 12.2)
Available cash and cash equivalents
Undrawn committed revolving credit facility
Total liquidity
2022
$m
124
95
130
108
457
(108)
349
500
849
Cash and cash equivalents
At 31 December 2022, the $349 million available cash and cash equivalents balance is held with 14 banks (2021: $323 million with 14 banks).
Credit ratings of banks
AAA
AA
A
Total
2022
$m
103
103
143
349
2021
$m
189
24
110
64
387
(64)
323
500
823
2021
$m
51
154
118
323
The single largest counterparty bank exposure of $101 million is held with an A- rated bank (2021: $85 million held with an AA- rated bank).
Liquidity risk management
Liquidity resources support ongoing operations and potential liquidity requirements under scenarios that assume stressed market and economic
conditions. Our funding requirements relating to the investment management process are discretionary. Our liquidity profile is monitored on a daily
basis and the stressed scenarios are updated regularly. The Board reviews our funding resources at each Board meeting and on an annual basis,
as part of the strategic planning process. Our available liquidity is considered sufficient to cover current requirements and potential requirements
under stressed scenarios.
Borrowings
Our $500 million committed revolving credit facility (RCF) is immediately accessible, incorporates an ESG target-linked interest rate component and
does not include financial covenants in order to maintain maximum flexibility. The RCF was put in place in December 2019 as a five-year facility but
has since been extended and, due to the exercise of the final one-year extension option in 2021, is now scheduled to mature in December 2026.
The RCF was drawn at several points during the year in order to fund working capital requirements but was undrawn at 31 December 2022
(2021: undrawn). Drawdowns under the RCF are typically for maturities of one month or less and are therefore presented net of repayments
in the Group cash flow statement.
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Financial statements
Notes to the Group financial statements continued
9. Reconciliation of statutory profit to cash generated from operations
Accounting policy
Cash flows arising from the purchase and sale of investments in fund products and other investments, and from transactions with third-party
investors in consolidated fund entities, are included in cash flows from operating activities in the Group cash flow statement. This classification
reflects the fact that these investments are to build product breadth and to trial investment research before marketing the products broadly to
investors as part of Man Group’s ordinary operations, or are otherwise held in connection with settling employee remuneration, and are not
intended to be held as long-term investments.
Cash flows from operating activities
Statutory profit
Adjustments for:
Share-based payment charge
Fund product-based payment charge
Net finance expense
Tax expense
Revaluation of contingent consideration
Depreciation of leasehold improvements and equipment
Depreciation of right-of-use lease assets
Impairment of right-of-use lease assets – investment property
Amortisation of acquired intangible assets
Amortisation of other intangibles
Share of post-tax loss of associates
Foreign exchange movements
Realised gains on cash flow hedges
Funding of defined benefit pension plan
Other non-cash movements
Changes in working capital1:
Increase in fee and other receivables
Increase in other financial assets including consolidated fund entities2
Increase in trade and other payables
Cash generated from operations
Note
5
5
6
7
13
15
16
16
17
18
21
22
2022
$m
608
45
72
11
137
–
12
17
–
51
18
5
(13)
(7)
–
(5)
951
(68)
(45)
40
878
2021
$m
487
39
54
13
103
(2)
13
17
3
61
16
2
9
(8)
(3)
(7)
797
(102)
(163)
49
581
Notes:
1 Changes in working capital differ from the movements in these balance sheet items due to non-cash movements which either relate to the gross-up of the third-party share of consolidated fund
entities (Note 12.2) or are adjusted elsewhere in the Group cash flow statement, such as movements relating to the fund product-based payment charge (within operating activities) and the share
repurchase liability (within financing activities).
Includes $44 million (2021: $2 million) of restricted net cash inflows relating to consolidated fund entities (Note 12.2).
2
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10. Fee and other receivables
Accounting policy
Fee and other receivables are initially recorded at fair value and subsequently measured at amortised cost using the effective interest rate
method, except for derivatives (measured at fair value through profit and loss) and prepayments. Fee receivables and accrued income relate
to management and performance fees and are received in cash following finalisation of the NAVs of the underlying funds or managed accounts.
The majority of fees are deducted from the NAVs of the respective funds by the independent administrators and therefore the credit risk of fee
receivables is minimal.
Fee receivables
Accrued income
Collateral posted with derivative counterparties
Receivables from Open Ended Investment Collective (OEIC) funds
Other fund receivables
Prepayments
Derivatives (Note 13)
Sub-lease rental income receivable
Other receivables
Receivables relating to consolidated fund entities (Note 12.2)
2022
$m
35
359
39
20
36
17
9
1
25
29
570
2021
$m
18
355
29
25
11
16
5
2
19
5
485
No balances are overdue and, under the expected credit loss model of IFRS 9 ‘Financial Instruments’, no impairment has been recognised at
31 December 2022 (2021: nil). Included in fee and other receivables at 31 December 2022 are balances of $1 million (2021: $3 million) which are
expected to be settled after more than 12 months.
11. Trade and other payables
Accounting policy
Trade and other payables are initially recorded at fair value, which is usually the invoiced amount, and subsequently measured at amortised cost
using the effective interest rate method, except for derivatives which are measured at fair value through profit and loss.
Trade payables
Compensation accruals
Other accruals
Share repurchase liability
Payables under repo arrangements
Payables to OEIC funds
Tax and social security
Derivatives (Note 13)
Other payables
Payables relating to consolidated fund entities (Note 12.2)
Payables under repo arrangements relate to obligations to repurchase seed investments.
Trade and other payables can be analysed according to their contractual maturity date as follows:
Within one year
Between one and three years
2022
$m
4
453
86
98
54
18
30
6
13
180
942
2022
$m
871
71
942
2021
$m
5
373
80
109
64
25
5
5
17
19
702
2021
$m
674
28
702
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Financial statements
Notes to the Group financial statements continued
12. Investments in fund products and other investments
Accounting policy
Investments in fund products are classified at fair value through profit or loss, with net gains due to movements in fair value recognised through
income or gains on investments and other financial instruments. The fair values of investments in fund products are typically derived from their
reported NAVs, which in turn are based upon the value of the underlying assets. The valuation of the underlying assets within each fund product
is determined by external valuation service providers based on an agreed valuation policy and methodology. While these valuations are
performed independently of Man Group, we have established oversight procedures and due diligence processes to ensure that the NAVs
reported by the external valuation service providers are reliable and appropriate. Purchases and sales of investments are recognised on
trade date.
Our holdings in collateralised loan obligation (CLO) risk retention assets are priced using a bottom-up valuation method. We use third-party
valuations to price the securities within the underlying portfolios and then apply the percentage of the CLO notes we hold to these valuations.
Holdings in subordinated tranches of CLOs are valued using an average of third-party valuations.
Seeding investments portfolio
We use capital to invest in fund products as part of our ongoing business, to build product breadth and to trial investment research
developments before marketing the products broadly to investors. Seed capital is invested via direct holdings in fund products or sale and
repurchase (repo) arrangements, which allow us to finance seed investments without consuming high levels of cash. Alternatively, we may
obtain exposure to seed investments via total return swap (TRS) arrangements. Under a repo arrangement we are committed to repurchase
the underlying seed investments at maturity and pay an interest charge over the period, with the obligation to repurchase the assets on maturity
recorded as a liability within trade and other payables. Under a TRS arrangement, we are under no form of repayment obligation and have
no ownership interest (or voting rights) in the underlying investment. In exchange for the returns on the underlying seed investments, we pay
a floating rate of interest.
Consolidation
The control considerations under IFRS 10 ‘Consolidated Financial Statements’ apply to fund product investments, including those underlying
our repo and TRS instruments. Fund entities deemed to be controlled are consolidated on a line-by-line basis from the date control commences
until it ceases. Where we are not deemed to control the fund, our investment is classified within investments in fund products.
We only have limited exposure to the variable returns of the fund entities we manage unless we either hold an investment in the fund entity or
receive the returns of the fund entity via a TRS or repo arrangement. For most fund entities: the existence of independent boards of directors;
rights which allow for the removal of the investment manager or adviser; the influence of external investors; limited exposure to variable returns;
and the arm’s length nature of our contracts with those fund entities, indicate that we do not control them. As a result, the associated assets,
liabilities and results of these funds are not consolidated into the Group financial statements.
Investment property held by consolidated fund entities comprises land and buildings held to earn rent or for capital appreciation, and is
measured at cost less depreciation and impairment. Other than land, which is not depreciated, depreciation is calculated on a straight-line basis
over the asset’s estimated useful life (between three and 30 years).
Fund investments held for deferred compensation arrangements
We hold fund product investments related to deferred compensation arrangements to offset any change in the associated compensation cost
over the vesting period. At vesting, the value of the fund investment is delivered to the employee. These fund product investments are measured
at fair value and include balances held by the Employee Trust.
Financial assets at fair value through profit or loss
Investments in fund products
Investments in consolidated funds: transferrable securities (Note 12.2)
Other investments
Investments in fund products and other investments
Less:
Fund investments held for deferred compensation arrangements
Investments in consolidated funds: exclude consolidation gross-up of net investment
Other investments
Seeding investments portfolio
2022
$m
304
905
–
1,209
(153)
(368)
–
688
2021
$m
422
549
3
974
(119)
(204)
(3)
648
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12. Investments in fund products and other investments continued
12.1. Investments in fund products
At 31 December 2022, exposure to fund products via repo arrangements (included within investments in fund products, with an offsetting
repayment obligation included within trade and other payables) was $54 million (2021: $64 million). Additional exposure via TRS was $138 million
(2021: $108 million). The largest single investment in fund products at 31 December 2022 was $61 million (2021: $45 million).
Income or gains on investments and other financial instruments comprises the following:
Net (losses)/gains on seeding investments portfolio
Consolidated fund entities: gross-up of net gains on investments
Foreign exchange movements
Net (losses)/gains on fund investments held for deferred compensation arrangements and other investments
Net income or gains on investments and other financial instruments
2022
$m
(12)
–
22
(3)
7
12.2. Consolidation of investments in funds
In 2022, our interests in 43 (2021: 26) funds met the definition of control and have therefore been consolidated on a line-by-line basis.
Consolidated fund entities are included within the Group balance sheet and income statement as follows:
Balance sheet
Cash and cash equivalents
Transferable securities1
Investment property
Fees and other receivables
Trade and other payables
Net assets of consolidated fund entities
Third-party interest in consolidated funds
Net investment held by Man Group
Income statement
Net (losses)/gains on investments2
Management fee expenses3
Performance fee expenses3
Other costs4
Net (losses)/gains of consolidated fund entities
Third-party share of losses/(gains) relating to interests in consolidated funds
Net (losses)/gains attributable to net investment held by Man Group
2022
$m
108
905
34
29
(180)
896
(359)
537
(31)
(4)
(1)
(9)
(45)
14
(31)
2021
$m
24
12
3
3
42
2021
$m
64
549
–
5
(19)
599
(254)
345
32
(3)
(2)
(4)
23
(3)
20
Notes:
1 Included within investments in fund products and other investments.
2
3 Relate to management and performance fees paid by the funds to Man Group during the year, which are eliminated within management and other fees and performance fees respectively in the
Included within income or gains on investments and other financial instruments.
Group income statement.
Includes depreciation and impairment of investment property held by consolidated fund entities.
4
Movements in the carrying value of investment property held by consolidated fund entities can be analysed as follows:
Cost at beginning of the year
Additions
Cost at end of the year
Accumulated depreciation and impairment at beginning of the year
Depreciation
Impairment
Accumulated depreciation and impairment at end of the year
Net book value at beginning of the year
Net book value at end of the year
2022
$m
–
38
38
–
(1)
(3)
(4)
–
34
2021
$m
–
–
–
–
–
–
–
–
–
The fair value of investment property held by consolidated fund entities of $34 million at 31 December 2022 (2021: nil) is based on independent
third-party valuations. The carrying value has been impaired to its fair value during the year, resulting in an impairment charge of $3 million (2021: nil)
being recognised in the Group income statement within other costs.
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Financial statements
Notes to the Group financial statements continued
13. Fair value of financial assets and liabilities
Accounting policy
We disclose the fair value measurement of financial assets and liabilities using three levels, as follows:
• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2: 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: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The majority of our investments in fund products fall within Level 2 due to the levels of subscription and redemption activity and the liquidity of
the underlying investments. Level 2 investments in fund products primarily comprise holdings in unlisted, open-ended, active and liquid funds,
which are priced using daily or weekly observable market information derived from third-party sources.
A transfer into Level 3 would be deemed to occur where the level of activity, as evidenced by subscriptions and redemptions, is deemed
insufficient to support a Level 2 classification. Other factors, such as a deterioration of liquidity in the underlying investments, would also result
in a Level 3 classification.
We assess the observability of the inputs used in the valuations of our financial assets and liabilities on an annual basis.
The fair values of our financial assets and liabilities held at fair value through profit and loss can be analysed as follows:
$m
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
2022
2021
Financial assets held at fair value:
Investments in fund products and other
investments (Note 12)
Investments in consolidated funds (Note 12)
Derivatives (Note 10)
Financial liabilities held at fair value:
Derivatives (Note 11)
–
–
–
–
–
–
284
905
9
1,198
(6)
(6)
20
–
–
20
–
–
304
905
9
1,218
(6)
(6)
3
–
–
3
–
–
243
538
5
786
(5)
(5)
179
11
–
190
–
–
425
549
5
979
(5)
(5)
During the year, CLO risk retention assets of $154 million which were previously classified within the Level 3 category were transferred to Level 2
following a change in valuation methodology as all inputs used in the valuation of those assets are now observable. The change in valuation
methodology does not have a material impact on the fair value of the assets year-on-year.
The movements in Level 3 financial assets and liabilities held at fair value are as follows:
$m
At beginning of the year
Transfers (out of)/into Level 3
Purchases
(Charge)/credit to Group income statement
Sales or settlements
Change in consolidated fund entities held
At end of the year
2022
2021
Assets
Liabilities
Assets
Liabilities
190
(154)
1
(5)
(1)
(11)
20
–
–
–
–
–
–
–
179
9
17
(7)
(2)
(6)
190
(2)
–
–
2
–
–
–
The $2 million credit to the Group income statement in 2021 relates to the revaluation of contingent consideration, being an adjustment to the fair value
of acquisition earn-out payments.
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155
14. Market risks and derivatives
Accounting policy
Derivatives
We use derivative financial instruments to manage market risk in certain circumstances. These consist primarily of market risk hedges on some
of our seeding positions and foreign exchange contracts. The carrying value of these derivatives are included in fee and other receivables and
trade and other payables.
Hedge accounting
We have elected to apply cash flow hedge accounting to fund investments related to deferred fund product awards granted from 1 January
2020, whereby the offsetting gains or losses on these fund products are matched against the corresponding fund product-based payment
compensation charge in the Group income statement pro rata over the vesting period. Gains or losses are recognised through other
comprehensive income and held within the cash flow hedge reserve in equity until they are recycled over the vesting period into the Group
income statement.
We apply net investment hedge accounting to the net assets of material subsidiaries that have a functional currency other than USD. Gains or
losses on derivatives are recycled from the Group income statement through other comprehensive income in the foreign currency translation
reserve in equity to offset the impact of any currency translation of the net assets of these subsidiaries. The accumulated gains or losses are
recycled to the Group income statement on disposal of the related subsidiary.
As in 2021, all derivatives are held with counterparties with ratings of A or higher and mature within one year.
Management of market risk arising from investments in funds
Investments in fund products expose us to market risk and are therefore managed within limits consistent with the Board’s risk appetite. In certain
circumstances, we use derivative financial instruments, specifically equity or credit default swaps, to hedge the risk associated with mark-to-
market movements.
The market risk from seeding investments, including those financed via repo and TRS arrangements, is modelled using a value at risk methodology
with a 95% confidence interval and one-year time horizon. The value at risk is estimated to be $43 million at 31 December 2022 (2021: $42 million).
Market risk hedges
Notional value of derivatives at 31 December
Assets
Liabilities
Net assets
For the year ended 31 December
Gain/(loss) recognised in the Group income statement
2022
$m
149
(71)
78
2021
$m
148
(112)
36
39
(9)
We generally hold an investment in the associated fund products to hedge the mark-to-market movement in deferred fund product-based
compensation over the vesting period.
Management of foreign exchange rate risk
We are subject to risk from changes in foreign exchange rates on monetary assets and liabilities. In certain circumstances, we use derivative financial
instruments, specifically forward foreign exchange contracts, to hedge the risk associated with foreign exchange movements.
During the year, there were $22 million (2021: $3 million) of net realised and unrealised foreign exchange gains recognised in the Group income
statement through income or gains on investments and other financial instruments, including the effects of hedging. This primarily comprises a
$25 million (2021: $2 million) unrealised gain relating to the revaluation of our $200 million (2021: $238 million) unhedged GBP lease liability.
Foreign exchange hedges
Notional value of derivatives at 31 December
Assets
Liabilities
Net liabilities
For the year ended 31 December
Gain/(loss) before the impact of hedging
Total gain on hedging instruments
Gain recognised in the Group income statement after the impact of hedging
2022
$m
82
(235)
(153)
5
17
22
The table below reflects the currency profile of our net foreign currency (non-USD) monetary assets and liabilities after the impact of hedging:
Sterling
Australian dollar
Japanese yen
Other
Total
2022
$m
(155)
41
19
10
(85)
2021
$m
123
(364)
(241)
(10)
13
3
2021
$m
(208)
–
–
–
(208)
A 10% strengthening/weakening of the USD against all other currencies, with all other variables held constant, would have resulted in a foreign
exchange loss/gain of $9 million (2021: $21 million), with a corresponding impact on equity. This pre-tax exposure is based on non-USD balances
held by USD functional currency entities at 31 December.
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156
Financial statements
Notes to the Group financial statements continued
14. Market risks and derivatives continued
Management of interest rate risk
We are subject to risk from changes in interest rates on monetary assets and liabilities, principally cash deposits and financing costs. In respect
of our monetary assets and liabilities which earn/incur interest indexed to floating rates, as at 31 December 2022 a 100 basis point (2021: 50 basis
point) increase/decrease in these rates, with all other variables held constant, would have resulted in a $1 million (2021: $1 million)
increase/decrease in net interest income.
15. Leasehold improvements and equipment
Accounting policy
All leasehold improvements and equipment are recorded at cost less depreciation and impairment. Cost includes the original purchase price of
the asset and costs directly attributable to bringing the asset to its working condition for its intended use. Depreciation is calculated using the
straight-line method over the asset’s estimated useful life, which for leasehold improvements is the shorter of the life of the lease and that of the
improvement (up to 24 years) and for equipment is between three and ten years.
$m
Cost at beginning of the year
Additions
Disposals
Transfer to/(from) leasehold improvements from/(to) investment
property (Note 16)
Cost at end of the year
Accumulated depreciation and impairment at beginning
of the year
Disposals
Transfer (to)/from leasehold improvements (from)/to investment
property (Note 16)
Depreciation
Accumulated depreciation and impairment at end
of the year
Net book value at beginning of the year
Net book value at end of the year
2022
Leasehold
improvements
Equipment
70
11
(13)
2
70
(45)
13
(1)
(3)
64
10
(13)
–
61
(46)
13
–
(9)
(36)
(42)
25
34
18
19
Leasehold
improvements
2021
Equipment
58
14
–
(2)
70
(44)
–
2
(3)
(45)
14
25
59
12
(7)
–
64
(43)
7
–
(10)
(46)
16
18
Total
134
21
(26)
2
131
(91)
26
(1)
(12)
(78)
43
53
Total
117
26
(7)
(2)
134
(87)
7
2
(13)
(91)
30
43
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157
16. Leases
16.1. Man Group as lessee
Accounting policy
Our lease arrangements primarily relate to business premises property leases.
We assess whether a contract is or contains a lease at the inception of the contract. For arrangements where we are the lessee, a right-of-use
(ROU) lease asset and a related lease liability are recognised on the Group balance sheet at the date from which we have the right to use the
asset, usually the lease commencement date. For short-term leases (defined as leases with a term of one year or less) and leases of low-value
assets, we recognise the lease payments on a straight-line basis over the lease term within other costs in the Group income statement. The
lease term is determined as the non-cancellable period of a lease, together with periods covered by an option to extend the lease if we consider
that exercise of the extension option is reasonably certain. Lease extension options and break clauses inherent in our leases do not have a
significant impact on our ROU lease assets and lease liabilities.
ROU lease assets relating to the portion of our leased business premises which we then sub-let under operating leases are classified as
investment property, with other ROU lease assets classified as leasehold property. Transfers from investment property to leasehold property
occur when we commence development of a previously sub-let portion of our leased business premises with a view to occupying that space.
Similarly, transfers from leasehold property to investment property occur when we cease to occupy a portion of the leased business premises
with the intention of sub-letting that space under an operating lease.
All of our ROU lease assets, including those classified as investment property, are measured at cost less depreciation and impairment. Cost
includes the amount of the initial measurement of the associated lease liability, lease payments made at or before the lease commencement
date, lease incentives received, associated leasehold improvements classified as investment property and estimated costs to be incurred in
restoring the property to the condition required under the terms of the lease. Depreciation is calculated on a straight-line basis over the asset’s
estimated useful life, which for leasehold improvements classified as investment property is the shorter of the lease term and the life of the
improvement (up to 24 years) and for all other assets is the lease term, and is included within other costs. We assess ROU lease assets for
impairment whenever events or circumstances indicate that the carrying amount may not be recoverable.
All lease liabilities are measured at the present value of lease payments due over the lease term, discounted using our incremental cost of
borrowing (being the rate we would have to pay to finance a similar asset) at the lease commencement date or the modification date. The lease
liability is adjusted for lease payments and unwind of lease liability discount as well as the impact of any subsequent lease modifications.
The unwind of lease liability discount is included within finance expense.
Cash payments in relation to leases, which reduce the lease liability recognised on the Group balance sheet, are presented as payment of lease
interest (within operating activities) and repayments of principal lease liability (within financing activities) in the Group cash flow statement.
Payments in relation to short-term leases and leases of low-value assets are included within cash flows from operating activities.
Right-of-use lease assets
$m
Cost at beginning of the year
Additions
Disposals
Transfer between leasehold property and investment property
Transfer (from)/to investment property (to)/from leasehold
improvements (Note 15)
Remeasurement of lease liability
Cost at end of the year
Accumulated depreciation and impairment at beginning of the year
Disposals
Transfer between leasehold property and investment property
Transfer from/(to) investment property to/(from) leasehold
improvements (Note 15)
Impairment
Depreciation (Note 5)
Accumulated depreciation and impairment at end of the year
Net book value at beginning of the year
Net book value at end of the year
2022
Leasehold
property
Investment
property
146
41
(22)
4
–
–
169
(85)
22
(4)
–
–
(10)
(77)
61
92
256
2
(10)
(4)
(2)
–
242
(179)
10
4
1
–
(7)
(171)
77
71
2021
Leasehold
property
Investment
property
168
4
(15)
(9)
–
(2)
146
(94)
14
4
–
–
(9)
(85)
74
61
240
5
–
9
2
–
256
(162)
–
(4)
(2)
(3)
(8)
(179)
78
77
Total
402
43
(32)
–
(2)
–
411
(264)
32
–
1
–
(17)
(248)
138
163
Total
408
9
(15)
–
2
(2)
402
(256)
14
–
(2)
(3)
(17)
(264)
152
138
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158
Financial statements
Notes to the Group financial statements continued
16. Leases continued
Lease liability
The maturity of our contractual undiscounted cash flows for the lease liability is as follows:
Within one year
Between one and five years
Between five and ten years
Between ten and 15 years
After 15 years
Undiscounted lease liability at end of the year
Discounted lease liability at end of the year
2022
$m
25
97
125
74
–
321
253
At 31 December 2022, $200 million (2021: $236 million) of the total discounted lease liability relates to our main premises in London (expiring
in 2035) and is denominated in GBP.
Movements in the lease liability are as follows:
At beginning of the year
Additions
Disposals
Cash payments
Unwind of lease liability discount (Note 6)
Remeasurement
Foreign exchange movements
At end of the year
16.2. Man Group as lessor
2022
$m
250
41
–
(23)
10
–
(25)
253
2021
$m
25
103
138
105
5
376
250
2021
$m
272
4
(1)
(33)
12
(2)
(2)
250
Accounting policy
Operating leases
Man Group acts as lessor in respect of certain ROU lease assets which are in turn sub-let under operating leases (investment property ROU
lease assets). Sub-lease rental income is recognised on a straight-line basis over the lease term in the Group income statement.
An impairment expense is recognised for the amount by which the related ROU lease asset’s carrying value exceeds its recoverable amount,
being its value in use. For the purposes of assessing impairment, investment property ROU lease assets are grouped at the lowest levels for
which there are separately identifiable cash flows, being the individual sub-lease contract level.
Finance leases
Amounts due from lessees under finance leases are recognised as receivables at the amount of the net investment in the lease. The net
investment in the lease is measured at the present value of the lease payments due over the lease term, discounted using our incremental cost
of borrowing under the head lease. The net investment in the lease is adjusted for lease payments and finance lease interest as well as the
impact of any subsequent lease modifications. Finance lease interest is included within finance income.
Operating expenses of $5 million (2021: $6 million) arising from investment property that did not generate rental income during the period are
included within other costs.
At 31 December 2022, the contractual undiscounted minimum operating lease payments receivable are as follows:
Within one year
Between one and two years
Between two and three years
Between three and four years
Fair value of investment property
Value in use
Less:
Carrying value
Headroom
Man Group plc |
Man Group plc | Annual Report 2022
2022
$m
5
5
5
–
15
2022
$m
82
(71)
11
2021
$m
6
6
6
5
23
2021
$m
94
(77)
17
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159
159
17. Goodwill and acquired intangibles
Accounting policy
Goodwill
Goodwill represents the excess of consideration transferred over the fair value of identifiable net assets of the acquired business at the date
of acquisition. Goodwill is carried on the Group balance sheet at cost less accumulated impairment, has an indefinite useful life, is not subject
to amortisation and is tested for impairment annually, or whenever events or circumstances indicate that the carrying amount may not be
recoverable. An impairment expense is recognised for the amount by which the asset’s carrying value exceeds its recoverable amount.
The recoverable amounts of our cash-generating units (CGUs) or groups of CGUs are assessed each year using a value in use calculation.
Goodwill does not generate cash flows independently of other groups of assets and thus is assigned to a CGU or group of CGUs for the
purposes of impairment testing. The groups of CGUs are based upon how management monitors the business and represent the lowest level
to which goodwill can be allocated on a reasonable basis. For impairment review purposes, we have identified one group of CGUs, comprising
our liquid asset managers.
The value in use calculation at 31 December 2022 uses cash flow projections based on the Board-approved financial plan for the year to
31 December 2023 and a further two years of projections (2024 and 2025), plus a terminal value. The valuation analysis is based on best
practice guidance whereby a terminal value is calculated at the end of a discrete budget period and assumes, after this three-year budget
period, no growth in asset flows above the long-term growth rate.
The assumptions applied in the value in use calculation are derived from past experience and assessment of current market inputs. We have
applied a bifurcated discount rate to the modelled cash flows to reflect the different risk profile of management fee profits and performance fee
profits. The discount rates are based on our weighted average cost of capital using a risk-free interest rate, together with an equity market risk
premium and an appropriate market beta derived from consideration of our own beta, similar alternative asset managers, and the asset
management sector as a whole. The terminal value is calculated based on the projected closing AUM at 31 December 2025 and applying the
mid-point of a range of historical multiples to the forecast cash flows associated with management and performance fee profits.
The value in use calculation is presented on a post-tax basis, consistent with the prior year, given most comparable market data is available
on a post-tax basis. This is not significantly different to its pre-tax equivalent.
Acquired intangibles
Following initial recognition, acquired intangibles are held at cost less accumulated amortisation and impairment. Acquired intangibles comprise
investment management agreements and related client relationships (IMAs), distribution channels and brand names acquired in a business
combination, and are initially recognised at fair value based on the present value of the expected future cash flows and are amortised on a
straight-line basis over their expected useful lives, which are between three and 13 years (IMAs and brands), and eight and 12 years (distribution
channels). Acquired intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. Disposals of acquired intangibles are recognised in the year the related cash inflows are transferred.
$m
Cost at beginning of the year
Disposals
Foreign currency translation
Cost at end of the year
Accumulated amortisation and
impairment at beginning of
the year
Amortisation
Disposals
Foreign currency translation
Accumulated amortisation and
impairment at end of the year
Net book value at beginning
of the year
Net book value at end of
the year
Goodwill
2,425
–
–
2,425
(1,836)
–
–
–
2022
Distribution
channels
IMAs
Brand
names
Total
Goodwill
838
(4)
–
834
(758)
(47)
4
–
56
–
–
56
(49)
(3)
–
–
40
–
–
40
3,359
(4)
–
3,355
2,429
–
(4)
2,425
(38)
(1)
–
–
(2,681)
(51)
4
–
(1,837)
–
–
1
2021
Distribution
channels
58
(2)
–
56
(47)
(4)
2
–
IMAs
857
(19)
–
838
(721)
(56)
19
–
Brand
names
41
(1)
–
40
Total
3,385
(22)
(4)
3,359
(38)
(1)
1
–
(2,643)
(61)
22
1
(1,836)
(801)
(52)
(39)
(2,728)
(1,836)
(758)
(49)
(38)
(2,681)
589
589
80
33
7
4
2
1
678
592
136
627
589
80
11
7
3
2
742
678
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160
160
Financial statements
Notes to the Group financial statements continued
17. Goodwill and acquired intangibles ccoonnttiinnuueedd
Goodwill impairment assumptions
KKeeyy aassssuummppttiioonnss aatt 3311 DDeecceemmbbeerr 22002222
Compound average annualised growth in AUM (over three years)
Discount rate
– Management fee earnings
– Performance fee earnings
Terminal value (mid-point of range of historical multiples)
– Management fee earnings
– Performance fee earnings
–
Implied terminal growth rate
Key assumptions at 31 December 2021
Compound average annualised growth in AUM (over three years)
Discount rate
– Management fee earnings
– Performance fee earnings
Terminal value (mid-point of range of historical multiples)
– Management fee earnings
– Performance fee earnings
–
Implied terminal growth rate
Pre-tax
equivalent
Assumptions
adopted11
14%
22%
6%
11%
17%
13.0x
5.5x
4%
Pre-tax
equivalent
Assumptions
adopted1
14%
21%
6%
11%
17%
13.0x
5.5x
4%
Goodwill impairment and sensitivity analyses
Details of the valuations are provided below, including sensitivity tables which show scenarios whereby the key assumptions are changed to
stressed assumptions, indicating the modelled headroom or impairment that would result. We have considered reasonably foreseeable changes in
the compound average annualised growth in AUM forecast assumption, stressing this by 2% and 10% or to the point at which impairment would
arise. Each assumption, or set of assumptions, is stressed in isolation. The results of these sensitivities make no allowance for mitigating actions that
management would take if such market conditions persisted.
Value in use
Less:
Carrying value of CGUs
Headroom
SSeennssiittiivviittyy aannaallyyssiiss aatt 3311 DDeecceemmbbeerr 22002222
Key assumption stressed to:
Modelled headroom ($m)
Increase/(reduction) in value in use ($m)
Sensitivity analysis at 31 December 2021
Key assumption stressed to:
Modelled headroom ($m)
Increase/(reduction) in value in use ($m)
2022
$m
4,950
(720)
4,230
2021
$m
4,140
(760)
3,380
Compound average
annualised growth in AUM
Management fee/
performance fee
Management fee/
performance fee
Discount rates (post-tax)
Multiples (post-tax)
6%
4,230
4%
3,790
(4)%2 10%/16%
4,350
2,140
120
12%/18% 14.0x/6.5x 12.0x/4.5x
3,830
(400)
4,110
(120)
4,630
400
Compound average
annualised growth in AUM
6%
3,380
4%
2,940
(4)%2
1,340
Discount rates (post-tax)
Management fee/
performance fee
Multiples (post-tax)
Management fee/
performance fee
10%/16%
3,480
100
12%/18%
3,280
(100)
14.0x/6.5x
3,690
310
12.0x/4.5x
3,070
(310)
Notes:
1 Earnings discount rate assumptions are presented post-tax. Earnings multiples apply to the forward year.
2 Stressed by 10%, as opposed to the point of impairment, given an impairment scenario is not reasonably foreseeable.
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18. Other intangibles
Accounting policy
Other intangibles relate to capitalised computer software. Following initial recognition, other intangibles are held at cost, which includes costs
that are directly associated with the procurement or development of identifiable and unique software products which will generate economic
benefits exceeding costs beyond one year, less accumulated amortisation and impairment. Capitalised computer software is amortised on
a straight-line basis over its estimated useful life (three years), with amortisation expense included within other costs in the Group income
statement. Capitalised computer software is reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. Additions primarily relate to the continued investment in our operating platforms.
Cost at beginning of the year
Additions
Disposals
Cost at end of the year
Accumulated amortisation at beginning of the year
Amortisation
Disposals
Accumulated amortisation at end of the year
Net book value at beginning of the year
Net book value at end of the year
19. Deferred tax
2022
$m
130
27
(9)
148
(85)
(18)
5
(98)
45
50
161
161
2021
$m
112
22
(4)
130
(73)
(16)
4
(85)
39
45
Accounting policy
Deferred tax is recognised using the balance sheet liability method in respect of temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for tax purposes.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised, based
on tax laws and rates that have been enacted or substantively enacted at the reporting date.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities
when they relate to income taxes levied by the same taxation authority and the Group intends to settle those current tax assets and liabilities
on a net basis.
The movements in our net deferred tax assets and liabilities by category are as follows:
Deferred
compensation
Tax
allowances
over
depreciation
Accumulated
operating
Intangibles
losses Partnerships
Other
Total
$m
1 January 2021
Credit/(charge) to Group income statement (Note 7)
Credit to other comprehensive income and equity
Other balance sheet movements
Foreign currency translation
31 December 2021
Credit/(charge) to Group income statement (Note 7)
Charge to other comprehensive income and equity
Foreign currency translation
At 31 December 2022
29
17
3
–
–
49
8
(6)
–
51
15
3
–
–
–
18
(8)
–
–
10
11
(5)
–
–
–
6
6
–
–
12
41
(12)
–
–
–
29
(5)
(1)
–
23
(14)
(8)
–
–
–
(22)
22
–
–
–
12
1
–
(1)
(1)
11
(1)
–
(1)
9
2022
$m
105
–
105
94
(4)
3
(1)
(1)
91
22
(7)
(1)
105
2021
$m
128
(37)
91
Deferred tax balances after offset, as presented in the Group balance sheet, are as follows:
Deferred tax assets
Deferred tax liabilities
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162
Financial statements
Notes to the Group financial statements continued
19. Deferred tax continued
Deferred tax assets arise in relation to current year deferred compensation charges which are not deductible for tax purposes until future periods.
Tax allowances over depreciation relate to deferred tax on depreciation charged on qualifying leasehold improvements and equipment and ROU
lease assets.
The gross amount of UK non-trading losses for which a deferred tax asset has not been recognised is $25 million (2021: $25 million). These losses
are not subject to an expiration period. The gross amount of other future taxable income deductions for which a deferred tax asset has not been
recognised is $12 million (2021: $62 million). These deductions expire in 2024.
US deferred tax assets
We have recognised accumulated deferred tax assets in the US of $64 million (2021: $74 million) that will be available to offset future taxable profits.
As the result of a decrease in forecast future taxable profits in the US, we derecognised $7 million of the available deferred tax assets in relation to
state and city tax losses in 2022 (2021: recognised $2 million). At 31 December 2022, $18 million of the available US deferred tax assets (2021:
$11 million) relating to state and city tax losses remain unrecognised. We do not expect to realise sufficient future taxable profits against which
these losses can be offset before the majority expire in 2035. We do not currently expect to pay federal tax on any profits we may earn in the
US until 2024.
US net deferred tax assets
Recognised
At beginning of the year
(Charge)/credit to Group income statement:
(Derecognition)/recognition of available tax assets (Note 7)
Other movements: consumption
(Charge)/credit to equity
Other balance sheet movements
At end of the year
Unrecognised
At beginning of the year
Charge/(credit) to Group income statement:
Derecognition/(recognition) of available tax assets (Note 7)
Other movements
At end of the year
The gross amount of US losses for which a deferred tax asset has not been recognised is $258 million (2021: $158 million).
2022
$m
2021
$m
74
(7)
–
(3)
–
64
11
7
–
18
81
2
(12)
5
(2)
74
14
(2)
(1)
11
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20. Provisions
Accounting policy
Provisions are recognised when Man Group has a present obligation (legal or constructive) as a result of a past event, it is probable that we will
be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. All provisions are current given we do
not have the unconditional right to defer settlement.
At beginning of the year
Charge to Group income statement
Utilised
Foreign currency translation
At end of the year
Provisions relate to ongoing claims and leasehold property dilapidations.
21. Investments in associates
2022
$m
14
1
–
(1)
14
2021
$m
9
6
(1)
–
14
Accounting policy
Associates are entities in which Man Group holds an interest and over which we have significant influence but not control. In assessing
significant influence, we consider our power to participate in the financial and operating policy decisions of the investee through its voting
or other rights.
Associates are accounted for using the equity method. Under the equity method, associates are carried at cost plus our share of cumulative
post-acquisition movements in undistributed profits/losses. Gains and losses on transactions between Man Group and our associates are
eliminated to the extent of our interests in these entities. An impairment assessment of the carrying value of associates is performed annually
or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, with any impairment recognised
in the Group income statement.
At beginning of the year
Acquisitions/contributions
Share of post-tax loss
At end of the year
2022
$m
18
1
(5)
14
2021
$m
–
20
(2)
18
In 2021, we acquired a 23% interest in Hub Technology Partners Ltd (HUB) for cash of $19 million and $1 million in contribution of other assets.
We do not consider HUB’s ongoing losses to be an indicator of impairment as its business remains in the development phase.
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Financial statements
Notes to the Group financial statements continued
22. Pension
Accounting policy
We operate 13 (2021: 12) defined contribution plans and two (2021: two) funded defined benefit plans.
Defined contribution plans
We pay contributions to publicly or privately administered pension plans on a mandatory, contractual or voluntary basis. We have no further
payment obligation once the contributions have been paid. Defined contribution costs are recognised as pension costs within compensation
in the Group income statement when they are due.
Defined benefit plans
A defined benefit plan creates a financial obligation to provide funding to the pension plan to provide a retired employee with pension benefits
usually dependent on one or more factors such as age, years of service and compensation. As with the vast majority of similar arrangements,
we ultimately underwrite the risks related to the defined benefit plans. The risks to which this exposes us include:
• Uncertainty in benefit payments: the value of our liabilities for post-retirement benefits will ultimately depend on the amount of benefits paid
out. This in turn will depend on the level of inflation (for those benefits that are subject to some form of inflation protection) and how long
individuals live.
• Volatility in asset values: we are exposed to future movements in the values of assets held in the plans to meet future benefit payments.
• Uncertainty in cash funding: movements in the values of the obligations or assets may result in us being required to provide higher levels
of cash.
The two defined benefit plans operated are the Man Group plc Pension Fund in the UK (the UK Plan) and the Man Group Pension Plan
in Switzerland (the Swiss Plan).
– UK Plan
The UK Plan is operated separately from Man Group and managed by independent trustees. The trustees are responsible for payment of the
benefits and management of the UK Plan’s assets. Under UK regulations, Man Group and the trustees of the UK Plan are required to agree a
funding strategy and contribution schedule for the UK Plan. We have concluded that we have no requirement to adjust the balance sheet to
recognise either a current surplus or a minimum funding requirement on the basis that we have an unconditional right to a refund of a current
or projected future surplus at some point in the future.
The UK Plan was closed to new members in May 1999 and to future accrual in May 2011.
– Swiss Plan
In Switzerland, we operate a retirement foundation whose assets are held separately from Man Group. This foundation covers the majority of
employees in Switzerland and provides benefits on a cash balance basis. Each employee has a retirement account to which the employee and
Man Group make contributions at rates set out in the plan rules based on a percentage of salary. Every year the pension fund commission
(composed of employer and employee representatives) decides the level of interest, if any, to apply to retirement accounts based on their
agreed policy. At retirement, an employee can take their retirement account as a lump sum or have this paid as a pension.
As the Swiss Plan is essentially a defined contribution plan with guarantees, the assets held aim to be at least as much as the total of the
member account balances at any point in time. Member account balances cannot reduce, but interest is only applied to the account balances
when sufficient surplus assets are available. As such, there is no specific asset/liability matching strategy in place, but if the liabilities (the sum of
the member account balances) ever exceed the value of the assets, we will consider how to remove a deficit as quickly as possible. The Swiss
Plan surplus is restricted by the value of the employer contribution reserve, which provides the asset ceiling on amounts available to Man Group.
Defined contribution plans
Defined contribution plan costs totalled $13 million for the year to 31 December 2022 (2021: $12 million).
Defined benefit plans
At 31 December 2022, the UK Plan comprised 90% (31 December 2021: 94%) of our total defined benefit pension obligations.
Present value of funded obligations
Fair value of plan assets
Surplus
Amount not recognised due to asset ceiling (Swiss Plan)
Net pension asset
2022
$m
(272)
294
22
–
22
2021
$m
(444)
473
29
(2)
27
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22. Pension continued
Impact on the Group financial statements
Changes in the present value of the defined benefit obligations and the fair value of the plan assets are as follows:
$m
At beginning of the year
Amounts recognised in profit and loss:
Current service cost to employer
Interest income/(cost)
Foreign exchange movements
Amounts recognised in other comprehensive
income:
Remeasurements due to:
– changes in financial assumptions
– changes in demographic assumptions
– experience adjustments
– actual return on plan assets less interest
on plan assets
– adjustment due to change in asset ceiling
Employer contributions (including plan funding)
Employee contributions
Benefit payments
At end of the year
2022
2021
Assets
Liabilities
Asset ceiling
adjustment
Net pension
asset/(liability)
Assets
Liabilities
Asset ceiling
adjustment
Net pension
asset/(liability)
473
(444)
(2)
27
492
(490)
–
8
(49)
–
–
–
(128)
–
1
1
(12)
294
(1)
(8)
46
124
3
(3)
–
–
–
(1)
12
(272)
–
–
–
–
–
–
–
2
–
–
–
–
(1)
–
(3)
124
3
(3)
(128)
2
1
–
–
22
–
6
(5)
–
–
–
(8)
–
5
1
(18)
473
(2)
(6)
5
36
(6)
2
–
–
–
(1)
18
(444)
–
–
–
–
–
–
–
–
(2)
–
–
–
(2)
2
(2)
–
–
36
(6)
2
(8)
(2)
5
–
–
27
The allowance for the estimated cost of removing Guaranteed Minimum Pension inequalities in the UK Plan of $1 million at 31 December 2022
is unchanged from 31 December 2021.
No cash contributions were paid to the UK plan in 2022 (2021: $3 million).
Actuarial assumptions used
The most significant actuarial assumptions used in the valuations of the two plans are as follows:
Discount rate
Price inflation
Future salary increases
Pension payment increases
Deferred pensions increases
Interest crediting rate
Social security increases
Illustrative life expectancy assumptions are set out in the table below.
Years
Life expectancy of male aged 60 at year end
Life expectancy of male aged 60 in 20 years
Life expectancy of female aged 60 at year end
Life expectancy of female aged 60 in 20 years
UK Plan
Swiss Plan
2022
% p.a.
2021
% p.a.
2022
% p.a.
2021
% p.a.
4.8
3.3
–
3.7
5.0
–
–
1.9
3.4
3.4
3.8
5.0
–
–
2.2
1.2
1.2
–
–
2.2
1.0
UK Plan
Swiss Plan
2022
26.9
28.4
29.7
31.1
2021
27.1
28.6
29.5
30.8
2022
27.7
30.1
29.6
31.6
0.4
1.0
1.0
–
–
0.4
1.0
2021
27.6
30.0
29.4
31.5
The duration of a pension plan is the average term over which the plan’s benefits are expected to fall due, weighted by the present value of each
expected benefit payment. The duration of the UK and Swiss Plans is approximately 13 years.
Sensitivity analysis
The table below illustrates the impact on the assessed value of the benefit obligations from changing the most sensitive actuarial assumptions
in isolation. The increase in the range of possible discount and inflation rate assumptions considered in the analysis compared with the prior year
reflects recent heightened volatility in interest rates and inflation. The calculations have been carried out using the same method and data as our
pension figures. A combination of changes in assumptions could produce a different result.
$m
Discount rate decreased by 0.5% p.a.
Inflation rate increased by 0.5% p.a.
One year increase in assumed life expectancy
Man Group plc |
Man Group plc | Annual Report 2022
Increase in obligation at
31 December 2022
UK Plan
Swiss Plan
16
5
9
2
1
–
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166
Financial statements
Notes to the Group financial statements continued
22. Pension continued
Pension asset investments
The assets held by the two plans at 31 December 2022 are as follows:
$m
Fund investments
Liability-driven investments (LDI)
Bonds
Index-linked government bonds
Equities
Property
Cash
Other
Total assets
UK Plan
Swiss Plan
2022
90
77
66
21
–
–
12
–
266
2021
162
104
109
45
–
–
23
–
443
2022
2021
2
–
12
–
9
2
2
1
28
1
–
13
–
11
3
1
1
30
The UK Plan investment strategy is set by the trustees. The current strategy is broadly split into growth and matching portfolios. The growth
portfolio is invested in diversified growth funds and Man Diversified Risk Premia. The matching portfolio is invested primarily in government and
corporate bonds (the latter through absolute return bonds holdings), and LDI funds. The UK Plan investment strategy hedges around 100% of the
movement in the ‘technical provisions’ funding measure (as opposed to the IAS 19 accounting measure) for both interest rate and inflation
expectation changes.
Part of the investment objective of the UK Plan is to minimise fluctuations in the UK Plan’s funding levels due to changes in the value of the liabilities.
This is primarily achieved using the LDI funds, which aim to hedge movements in the pension liability due to changes in interest rate and inflation
expectations. LDI primarily involves the use of government bonds (including repurchase agreements) and derivatives such as interest rate and
inflation swaps. There are no annuities or longevity swaps. These instruments are typically priced and collateralised daily by the UK Plan’s LDI
manager and/or central clearing houses. Given that the purpose of LDI is to hedge corresponding liability exposures, the main risk is that the
investments held move differently to the liability exposures. This risk is managed by the trustees, their advisers and the UK Plan’s LDI manager,
who regularly assess the position.
During September and October 2022, a large increase and subsequent volatility in real gilt yields led to many LDI funds calling for collateral at short
notice. There was limited impact on the UK Plan other than a sharp fall in fund values due to the high level of hedging (i.e. matching the fall in
liabilities). The UK Plan’s investments were rebalanced regularly, and the target hedging level of 100% of interest rates and inflation was preserved
throughout the period, with the funding level volatility relatively muted as a result. At 31 December 2022, the UK Plan’s hedging assets continue to
hedge around 100% of interest rates and inflation on the technical provisions basis. The level of leverage utilised was in line with regulatory
requirements, with the LDI funds themselves running a lower than target level of leverage. The UK Plan has sources of cash from the collateral
waterfall, trustee bank account, and access to daily-dealing funds should further collateral calls be made.
The government bond assets and diversified growth funds have prices quoted in active markets and the absolute return bonds, LDI and Man
Diversified Risk Premia are primarily unquoted. At 31 December 2022, around 33% of the UK Plan assets relate to those with quoted prices and
67% with unquoted prices (2021: around 35% quoted and 65% unquoted). The UK Plan does not invest directly in property occupied by Man
Group or our shares.
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23. Share-based payment schemes
Accounting policy
Man Group operates equity-settled share-based payment schemes which are remuneration payments to selected employees that take the form
of an award of shares in the Company. These typically vest over three to five years, although conditions vary between different types of award.
The fair value of the employee services received in exchange for the share awards/options granted is recognised as an expense, with the
corresponding credit recognised in equity, and is determined by reference to the fair value of the share awards/options at grant date.
We calculate the fair value of share options using the Black-Scholes valuation model, which takes into account the effect of both financial and
demographic assumptions. Forfeiture and early vesting assumptions are based on historical observable data. Changes to the original estimates,
if any, are included in the Group income statement, with a corresponding adjustment to equity.
SShhaarree aawwaarrddss
The fair values of share awards granted in the year and the assumptions used in the calculations are as follows:
Grant dates
Share awards granted in the year
Weighted average fair value per share award granted ($)
Movements in the number of share awards outstanding are as follows:
Share awards outstanding at beginning of the year
Granted
Forfeited
Exercised
Share awards outstanding at end of the year
Share awards exercisable at end of the year
Deferred share plan
Executive directors' long-term incentive plan
11/03/2022 –
02/08/2022
21,255,153
2.6
12/03/2021 –
29/09/2021
11,648,047
2.2
11/03/2022
2,028,460
2.6
12/03/2021
2,798,475
2.2
2022
2021
42,602,119 40,284,892
23,283,613 14,446,522
(1,277,288)
(2,363,058)
(22,269,837) (10,852,007)
41,252,837 42,602,119
43,077
25,518
SShhaarree ooppttiioonnss
The fair values of share options granted in the year under the Sharesave employee share option scheme, and the assumptions used in the
calculations, are as follows:
Grant date
Weighted average share price at grant date ($)1
Weighted average exercise price at grant date ($)2
Share options granted in the period
Vesting period (years)
Expected share price volatility (%)
Dividend yield (%)
Risk-free rate (%)
Expected option life (years)
Number of options assumed to vest
Average fair value per option granted ($)
Notes:
1 Sterling share price at grant date each year of £2.48 and £2.15 respectively.
2 Sterling exercise price each year of £2.01 and £1.71 respectively.
2022
2021
06/09/2022 07/09/2021
3.0
2.4
938,879
3–5
30
6
0.2
3.4
715,196
0.5
2.9
2.3
1,440,991
3–5
30
5
0.2
3.5
1,095,521
0.7
The expected share price volatility is based on historical volatility over the past five years. The expected option life is the average expected period
to exercise. The risk-free rate of return is the yield on zero-coupon UK government bonds of a term consistent with the assumed option life.
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Financial statements
Notes to the Group financial statements continued
23. Share-based payment schemes continued
Movements in the number of share options outstanding are as follows:
Share options outstanding at beginning of the year
Granted
Forfeited
Expired
Exercised2
Share options outstanding at end of the year
Share options exercisable at end of the year
Notes:
1 Calculated at 31 December exchange rates each year.
2 The weighted average share price of options exercised was $2.59 (2021: $2.18).
The share options outstanding at year end have expected remaining lives as follows:
Range of exercise prices ($ per share)
0.00–3.00
2022
2021
Weighted
average
exercise price1
($ per share)
Weighted
average
exercise price1
($ per share)
Number
1.6 33,501,391
938,879
2.4
(1,031,477)
1.6
(25,776,840)
–
(1,410,897)
1.5
6,221,056
1.7
127,826
1.6
3.4
2.3
1.7
–
1.7
1.6
1.9
Number
6,221,056
1,440,991
(682,302)
–
(1,002,968)
5,976,777
251,882
2022
2021
Weighted
average
expected
remaining life
(years)
Number of share
options
Weighted
average
expected
remaining life
(years)
2.0
6,221,056
2.3
Number of
share options
5,976,777
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24. Share capital, Employee Trust, Treasury share reserve and earnings per share (EPS)
Accounting policy
Incremental costs directly attributable to the issue of new ordinary shares are shown in equity as a deduction from the proceeds, net of tax.
Share repurchases are recognised at the point we become committed to completing them. A liability is recognised for the full amount of the
commitment, including directly attributable costs, with a corresponding debit to equity. Where repurchased shares are held in Treasury, a
transfer from the profit and loss reserve to the Treasury share reserve is recognised for the full amount of the consideration paid. Where shares
are repurchased and subsequently cancelled, the equivalent par value by which the Company’s share capital is reduced is transferred to the
capital redemption reserve.
The Employee Trust, which is consolidated into Man Group, has the obligation to deliver deferred share-based and fund product-based
compensation granted to employees, and accordingly holds shares and fund investments to deliver against these future obligations. Man Group
plc shares held by the Employee Trust and shares held in Treasury are recorded at cost, including any directly attributable incremental costs (net
of tax), and are deducted from equity (within the respective reserves) until the shares are sold, cancelled or transferred to employees. Where
such shares are subsequently sold, any consideration received, net of any directly attributable incremental transaction costs and the related tax
effects, is included in equity.
The authorised share capital of Man Group plc comprises US$100,000,000 divided into 2,916,666,666 ordinary shares with a par value of 33/7¢
each. Ordinary shares represent 100% of issued share capital and all issued shares are fully paid. The shares have attached to them full voting,
dividend and capital distribution (including on wind up) rights. They do not confer any rights of redemption. Shareholders have the right to receive
notice of, attend, vote and speak at general meetings. When a vote is taken on a poll, shareholders are entitled to one vote per ordinary share.
When a vote is taken by a show of hands, shareholders present in person or by proxy have one vote.
Treasury shares are ordinary shares previously repurchased by the Company but not cancelled (and therefore deducted from equity and included
within the Treasury share reserve) and, as they are no longer outstanding, they are excluded for earnings per share and voting rights purposes.
Movements in the number of ordinary shares in issue and the shares used to calculate basic and diluted EPS are provided below.
Number of shares at beginning of year
Cancellation of own shares held in Treasury
Number of shares at end of the year
Shares held in Treasury share reserve
Man Group plc shares held by Employee Trust
Basic number of shares
Dilutive impact of employee share awards
Dilutive impact of Sharesave share options
Dilutive number of shares
Statutory profit ($m)
Basic EPS
Diluted EPS
Share buybacks
Shares repurchased during the year ($m)
Average purchase price (pence)
Shares repurchased (million)
Accretive impact on earnings per share (%)
2022
2021
Total
number
Weighted
average
Nominal
value
$m
Total
number
Weighted
average
(122,551,031)
(80,604,707)
(33,745,908)
1,473,107,813 1,473,107,813
(52,130,209)
1,350,556,782 1,420,977,604
(99,038,830)
(33,453,409)
1,236,206,167 1,288,485,365
36,356,550
2,467,128
1,327,309,043
(68,686,957)
(79,040,317)
(30,611,905)
51 1,541,794,770 1,541,794,770
(9,611,929)
(5)
46 1,473,107,813 1,532,182,841
(98,674,820)
(31,044,822)
1,363,455,591 1,402,463,199
35,415,800
2,165,726
1,440,044,725
Nominal
value
$m
53
(2)
51
2022
608
47.2¢
45.8¢
2021
487
34.7¢
33.8¢
2022
386
227.7
135
6.0
2021
180
199.9
66
1.7
The $386 million of shares repurchased in the year comprise the completion of the remaining $234 million of the share repurchase programme
announced in December 2021, the completion of the $125 million share repurchase announced in June 2022 and $27 million of the $125 million
share repurchase announced in December 2022. The purpose of the share repurchases was to deliver returns to shareholders. All repurchased
shares were held in Treasury.
Shares repurchased during the year represent 10.6% of issued share capital (excluding Treasury shares) as at 31 December 2022 and shares held
in Treasury which were cancelled during the year represent 9.7% of issued share capital (excluding Treasury shares). At 24 February 2023, we had
an unexpired authority to repurchase up to 38,049,057 of our ordinary shares. A special resolution will be proposed at the forthcoming Annual
General Meeting, pursuant to which the Company will seek authority to repurchase up to 124,190,442 ordinary shares, representing 10% of the
issued share capital (excluding Treasury shares) at 24 February 2023.
In 2022, we funded $91 million via contribution or loan (2021: $33 million) to enable the Employee Trust to meet its current period obligations.
At 31 December 2022, the net assets of the Employee Trust amounted to $146 million (2021: $103 million). These assets include 33,745,908
(2021: 30,611,905) ordinary shares in the Company, and $65 million of fund product investments (2021: $41 million) which are included within
investments in fund products.
The Employee Trust waived all dividend entitlements of the shares held in the current and prior years.
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Financial statements
Notes to the Group financial statements continued
25. Dividends
Accounting policy
Dividend distributions to the Company’s shareholders are recognised directly within equity in the period in which the dividend is paid or, for final
dividends, approved by the Company’s shareholders.
Ordinary shares
Final dividend paid for the previous financial year to 31 December
Interim dividend paid for the six months to 30 June
Dividends paid
Proposed final dividend for the current financial year to 31 December
26. Geographical information
¢/share
8.4
5.6
10.1
2022
$m
110
69
179
125
¢/share
5.7
5.6
8.4
2021
$m
81
79
160
115
Accounting policy
Disclosure of revenue by geographic location is based on the registered domicile of the fund entity or managed account paying our fees.
Non-current assets are allocated based on where the assets are located, and include goodwill and acquired intangible assets, other intangibles,
leasehold improvements and equipment, and right-of-use lease assets. For goodwill and other acquired intangible assets, we consider that the
location of the intangibles is best reflected by the location of the individuals managing those assets.
$m
Cayman Islands
Ireland
United Kingdom and the Channel Islands
United States of America
Other countries
2022
2021
Revenue
Non-current
assets
956
197
217
235
127
1,732
–
–
657
228
8
893
Revenue
701
241
189
204
146
1,481
Non-current
assets
–
–
693
202
9
904
Revenue from one fund of $213 million (2021: revenue from one fund of $158 million) exceeded 10% of total annual revenue, driven by high levels
of performance fees crystallising during the year. Excluding performance fees, revenue from no single fund exceeded 10% of revenue for the year.
27. Related party transactions
Accounting policy
Related parties comprise key management personnel, associates and fund entities which we are deemed to control. All transactions with related
parties were carried out on an arm’s-length basis.
The Executive Committee, together with the Company’s non-executive directors, are considered to be our key management personnel, being those
directors, partners and employees having authority and responsibility for planning, directing and controlling our activities.
Key management compensation
Salaries and other short-term employee benefits1
Share-based payment charge
Fund product-based payment charge
Pension costs (defined contribution)
Total
Note:
1
Includes salary, benefits and cash bonus.
2022
$m
80
24
21
1
126
2021
$m
64
25
15
1
105
We paid £35,000 to the Standards Board for Alternative Investments Limited during the year, which is considered a related party.
28. Other matters
In July 2019, the Public Institution for Social Security in Kuwait (PIFSS) served a claim against a number of parties, including certain Man Group
companies, a former employee of Man Group and a former third-party intermediary. The subject matter of these allegations dates back over a period
of 20 years. PIFSS is seeking compensation of $156 million (plus compound interest) and certain other remedies which are unquantified in the claim.
We dispute the allegations and consider there is no merit to the claim (in respect of liability and quantum), and will therefore vigorously and robustly
defend the proceedings.
We are subject to various other claims, assessments, regulatory enquiries and investigations in the normal course of business. The Board does not
expect such matters to have a material adverse effect on our financial position.
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29. Subsequent events
In February 2023, we signed a sub-lease with a new tenant for a substantial portion of the vacant space in our London office. The sub-lease meets the
definition of a finance lease under IFRS 16 ‘Leases’ and therefore on lease commencement we derecognised the associated portion of our ROU lease
asset of $17 million and recognised a finance lease receivable of $20 million. The excess of the finance lease receivable over the derecognised ROU
lease asset of $3 million has been recognised as a gain on disposal of the ROU lease asset in 2023.
30. Unconsolidated structured entities
Accounting policy
We have evaluated all exposures and concluded that where we hold an investment, fee receivable, accrued income, or commitment with an
investment fund or a CLO, this represents an interest in a structured entity as defined by IFRS 12 ‘Disclosure of Interests in Other Entities’.
Investment funds are designed so that their activities are not governed by way of voting rights, and contractual arrangements are the dominant
factor in affecting an investor’s returns. The activities of these entities are governed by investment management agreements or, in the case of
CLOs, indentures.
Our maximum exposure to loss from unconsolidated structured entities is the sum total of any investment held, fee receivables and
accrued income.
Our interest in and exposure to unconsolidated structured entities is as follows:
2022
Alternative
Absolute return
Total return
Multi-manager solutions
Long-only
Systematic
Discretionary
Total
2021
Alternative
Absolute return
Total return
Multi-manager solutions
Long-only
Systematic
Discretionary
Total
Less infrastructure
mandates and
consolidated
fund entities1
($bn)
Total AUM
unconsolidated
structured
entities
($bn)
Net
management
fee margin2
(%)
Fair value of
investment
held
($m)
Number
of funds
Fee
receivables
and accrued
income
($m)
Maximum
exposure
to loss
($m)
(0.3)
(0.2)
(12.5)
(0.2)
(0.2)
(13.4)
45.7
28.6
7.7
31.4
16.5
129.9
107
80
54
73
61
375
1.12
0.63
0.20
0.25
0.57
108
168
3
5
19
303
284
40
14
31
21
390
392
208
17
36
40
693
Less infrastructure
mandates and
consolidated
fund entities1
($bn)
Total AUM
unconsolidated
structured
entities
($bn)
Net
management
fee margin2
(%)
Fair value of
investment
held
($m)
Number
of funds
Fee
receivables
and accrued
income
($m)
Maximum
exposure
to loss
($m)
(0.2)
(0.1)
(8.9)
(0.1)
(0.2)
(9.5)
41.0
35.3
6.1
36.0
20.7
139.1
97
70
53
67
58
345
1.19
0.62
0.22
0.27
0.58
121
222
2
8
67
420
235
39
20
58
18
370
356
261
22
66
85
790
Total
AUM
($bn)
46.0
28.8
20.2
31.6
16.7
143.3
Total
AUM
($bn)
41.2
35.4
15.0
36.1
20.9
148.6
Notes:
1 For infrastructure mandates where we do not act as investment manager or adviser, our role in directing investment activities is diminished and therefore these are not considered
structured entities.
2 Net management fee margins are the categorical weighted average. Performance fees can only be earned after a high-water mark is achieved. For performance-fee-eligible funds,
performance fees are within the range of 10% to 20%.
Man Group plc |
Man Group plc | Annual Report 2022
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information
172
172
Financial statements
Notes to the Group financial statements continued
31. Group investments
Details of the Company’s subsidiaries are provided below. The list excludes consolidated structured entities on the basis that, although these are
consolidated for the purposes of IFRS, they are not within the legal ownership of Man Group. The country of operation is the same as the country of
incorporation and the year end is 31 December, unless otherwise stated. The effective Group interest represents both the percentage held and
voting rights of ordinary shares or common stock (or the local equivalent thereof), unless otherwise stated.
Parent company
Company name
Man Group plc
Subsidiaries
Company name
Man Group Treasury Limited
Aalto Invest Cayman Limited
AHL Partners LLP1,2
FA Sub 2 Limited
Registered address
22 Grenville Street, St Helier, Jersey, JE4 8PX
Country of
incorporation
Jersey
Direct or
indirect
Country of
incorporation
Effective Group
interest %
Registered address
22 Grenville Street, St Helier, Jersey, JE4 8PX
PO Box MP10085, 3rd Floor Zephyr House, 122 Mary
Street, George Town, Grand Cayman, KY1-1001
Riverbank House, 2 Swan Lane, London, EC4R 3AD
Ritter House, Wickhams Cay II, Road Town,
Tortola, VG1110
Direct
Indirect
Indirect
Indirect
Indirect
Indirect
Indirect
Indirect
Jersey
Cayman
UK
BVI
BVI
UK
Jersey
Guernsey
Indirect
US
Indirect
US
Indirect
BVI
US
Indirect
Indirect Hong Kong
Indirect
Indirect
Indirect
Indirect
Indirect
Indirect
UK
UK
Cayman
Ireland
UK
Australia
FA Sub 3 Limited
Ritter House, Wickhams Cay II, Road Town,
Financial Risk Management Limited
FRM Holdings Limited
FRM Investment Management Limited
Tortola, VG1110
Riverbank House, 2 Swan Lane, London, EC4R 3AD
Gaspé House, 66-72 Esplanade, St Helier, JE2 3QT
PO Box 186, Royal Chambers, St. Julian’s Avenue, St
Peter Port, GY1 4HP, Guernsey
FRM Investment Management (USA) LLC3
GLG Capital Management LLC3
GLG Holdings Limited
GLG LLC3
GLG Partners Hong Kong Limited
4001 Kennett Pike, Suite 302, Wilmington DE 19807
4001 Kennett Pike, Suite 302, Wilmington DE 19807
Wickhams Cay, PO Box 662, Road Town, Tortola
4001 Kennett Pike, Suite 302, Wilmington DE 19807
Unit 2206-2207, 22/F Man Yee Building, No. 68 Des
Voeux Road, Central
GLG Partners Limited
GLG Partners LP2
Man Asset Management (Cayman) Limited
Riverbank House, 2 Swan Lane, London, EC4R 3AD
Riverbank House, 2 Swan Lane, London, EC4R 3AD
PO Box 309, Ugland House, South Church Street,
George Town, Grand Cayman, KY1-1104
Man Asset Management (Ireland) Limited
Man Australia GP Limited
Man Australia LP2
70 Sir John Rogerson’s Quay, Dublin 2
Riverbank House, 2 Swan Lane, London, EC4R 3AD
Level 28, Chifley Tower, 2 Chifley Square, Sydney,
NSW 2000
Man (Europe) AG
Man Fund Management (Guernsey) Limited
Austrasse 56, 9490, Vaduz, Liechtenstein
PO Box 186, Royal Chambers, St. Julian’s Avenue,
Indirect Liechtenstein
Guernsey
Indirect
St Peter Port, GY1 4HP, Guernsey
Man Fund Management Netherlands BV
Beurs – World Trade Center, Beursplein 37,
Indirect Netherlands
Man Fund Management UK Limited
Man GLG Partners LLP1,2
Man Global Private Markets (UK) Limited
Man Global Private Markets (USA) Inc.
Man Global Private Markets SLP LLC3
Man Group Holdings Limited4
Man Group Investments Limited
Man Group Japan Limited
Man Group Limited
Man Group Operations Limited
Man Group Services Limited
Man Group UK Limited
Man Investments AG
Man Investments Australia Limited
3011 AA, Rotterdam
Riverbank House, 2 Swan Lane, London, EC4R 3AD
Riverbank House, 2 Swan Lane, London, EC4R 3AD
Riverbank House, 2 Swan Lane, London, EC4R 3AD
4001 Kennett Pike, Suite 302, Wilmington DE 19807
4001 Kennett Pike, Suite 302, Wilmington DE 19807
Riverbank House, 2 Swan Lane, London, EC4R 3AD
Riverbank House, 2 Swan Lane, London, EC4R 3AD
PO Box 556, 1st Floor, Les Echelons Court, Les Echelons,
South Esplanade, St Peter Port, GY1 6JB, Guernsey
Riverbank House, 2 Swan Lane, London, EC4R 3AD
Riverbank House, 2 Swan Lane, London, EC4R 3AD
Riverbank House, 2 Swan Lane, London, EC4R 3AD
Riverbank House, 2 Swan Lane, London, EC4R 3AD
Huobstrasse 3, 8808 Pfäffikon SZ
Level 28, Chifley Tower, 2 Chifley Square, Sydney,
NSW 2000
Man Investments (CH) AG
Man Investments Finance Limited
Man Investments Finance Inc.
Huobstrasse 3, 8808 Pfäffikon SZ
Riverbank House, 2 Swan Lane, London, EC4R 3AD
4001 Kennett Pike, Suite 302, Wilmington DE 19807
Indirect
Indirect
Indirect
Indirect
Indirect
Indirect
Indirect
Indirect
UK
UK
UK
US
US
UK
UK
Guernsey
UK
Indirect
UK
Indirect
UK
Indirect
UK
Indirect
Indirect Switzerland
Australia
Indirect
Indirect Switzerland
UK
Indirect
US
Indirect
Man Group plc |
Man Group plc | Annual Report 2022
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Annual Report 2022Financial statements
Strategic report | Governance | Financial statements | Shareholder information
173
173
31. Group investments continued
Subsidiaries continued
Company name
Registered address
Direct or
indirect
Country of
incorporation
Effective Group
interest %
Man Investments Holdings Inc.
Man Investments Holdings (Jersey) Limited
Man Investments Holdings (Netherlands) B.V. Beurs – World Trade Center, Beursplein 37,
4001 Kennett Pike, Suite 302, Wilmington DE 19807
15 Esplanade, St Helier, JE1 1RB
US
Indirect
Indirect
Jersey
Indirect Netherlands
3011 AA, Rotterdam
Man Investments Holdings Limited
Man Investments (Hong Kong) Limited
Riverbank House, 2 Swan Lane, London, EC4R 3AD
Unit 2206-2207, 22/F Man Yee Building, No.68
Indirect
UK
Indirect Hong Kong
Des Voeux Road, Central
Man Investments Inc.
Man Investments Limited
Man Investment Management (Shanghai)
15 North Mill Street, Nyack, NY 10960, United States
Riverbank House, 2 Swan Lane, London, EC4R 3AD
Room 1817 Bund Centre, No. 222 Yan An East Road,
Indirect
Indirect
Indirect
US
UK
China
Co., Ltd5
Shanghai, 200002
Man Investments (Shanghai) Limited5
Room 1818, Bund Centre, No. 222 Yan An East Road,
Indirect
China
Man Investments (USA) Corp.
Man Investments USA Holdings Inc.
Man Mash Limited
Man Principal Strategies Corp
Man Property Holdings Limited
Man Solutions Limited
Man Solutions (USA) LLC3
Man Strategic Holdings Limited
Man Valuation Services Limited
Man Worldwide Operations
Shanghai, 200002
4001 Kennett Pike, Suite 302, Wilmington DE 19807
4001 Kennett Pike, Suite 302, Wilmington DE 19807
Riverbank House, 2 Swan Lane, London, EC4R 3AD
4001 Kennett Pike, Suite 302, Wilmington DE 19807
22 Grenville Street, St Helier, Jersey, JE4 8PX
Riverbank House, 2 Swan Lane, London, EC4R 3AD
4001 Kennett Pike, Suite 302, Wilmington DE 19807
Riverbank House, 2 Swan Lane, London, EC4R 3AD
Riverbank House, 2 Swan Lane, London, EC4R 3AD
22 Grenville Street, St Helier, Jersey, JE4 8PX
Management Limited
Wickhams Cay, PO Box 662, Road Town, Tortola
Mount Granite Limited
Net Zero Energy SFR GP Inc.
4001 Kennett Pike, Suite 302, Wilmington DE 19807
Numeric Holdings LLC3
4001 Kennett Pike, Suite 302, Wilmington DE 19807
Numeric Investors LLC3
4001 Kennett Pike, Suite 302, Wilmington DE 19807
Numeric Midco LLC3
4001 Kennett Pike, Suite 302, Wilmington DE 19807
IFC 5, St Helier, JE1 1ST, Jersey
RBH Holdings (Jersey) Limited
Silvermine Capital Management LLC3
4001 Kennett Pike, Suite 302, Wilmington DE 19807
GLG Partners UK Group Ltd (in liquidation)
Kings Orchard, 1 Queen Street, Bristol, BS2 0HQ
GLG Partners UK Holdings Ltd (in liquidation) Kings Orchard, 1 Queen Street, Bristol, BS2 0HQ
Man UK Strategies Limited (in liquidation)
Kings Orchard, 1 Queen Street, Bristol, BS2 0HG
Related undertakings other than subsidiaries
Indirect
Indirect
Indirect
Indirect
Indirect
Indirect
Indirect
Indirect
Indirect
Indirect
Indirect
Indirect
Indirect
Indirect
Indirect
Indirect
Indirect
Indirect
Indirect
Indirect
US
US
UK
US
Jersey
UK
US
UK
UK
Jersey
BVI
US
US
US
US
Jersey
US
UK
UK
UK
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Company name
Registered address
Hub Platform Technology Partners Ltd
71-75 Shelton Street, Covent Garden, London, England,
WC2H 9JQ
CION Man Management, LLC3,6
CMRR Special Limited Partners, LLC3,7
251 Little Falls Drive, Wilmington DE 19808
251 Little Falls Drive, Wilmington DE 19808
Country of
incorporation
UK
US
US
Interest %
22.86
19.9
65
Notes:
1 The financial year end is 31 March, which aligns with the tax year of the individual partners.
2 Partnership interest.
3 Member interest.
4 Holdings comprise ordinary and deferred shares.
5 Equity interest.
6 Economic interest is 50%.
7
Interest represented by economic interest.
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174
174
Financial statements
Five-year record
Income statement
Core net management fee revenue
Core performance fees
Core profit before tax
Core management fee profit before tax
Core performance fee profit before tax
Core profit
Statutory profit before tax
Statutory profit
Statutory EPS (diluted)
Core EPS (diluted)
Core management fee EPS (diluted)
Balance sheet
Net cash and cash equivalents
Net assets
Net financial assets
Other metrics
Core cash flows from operating activities before working capital movements
Ordinary dividends per share
AUM ($bn)
Average headcount
USD/GBP exchange rates:
2022
$m
927
779
779
290
489
647
745
608
45.8¢
48.7¢
18.4¢
457
1,699
983
810
15.7¢
143.3
1,595
2021
$m
877
569
658
266
392
557
590
487
33.8¢
38.7¢
15.7¢
387
1,651
907
700
14.0¢
148.6
1,453
2020
$m
730
179
284
180
104
240
179
138
9.3¢
16.2¢
10.3¢
351
1,497
716
341
10.6¢
123.6
1,456
2019
$m
751
325
384
170
214
325
307
285
18.4¢
21.0¢
9.7¢
281
1,624
674
385
9.8¢
117.7
1,413
2018
$m
777
127
237
203
34
204
278
273
17.0¢
12.7¢
11.0¢
220
1,593
644
311
11.8¢
108.5
1,376
Average
Year-end
0.8081
0.8276
0.7267
0.7390
0.7789
0.7315
0.7830
0.7544
0.7489
0.7837
‘Core’ measures are alternative performance measures. Further details of our alternative performance measures, including non-core items, are set
out on pages 175 to 179.
Man Group plc |
Man Group plc | Annual Report 2022
Annual Report 2022Financial statements
Strategic report | Governance | Financial statements | Shareholder information
Alternative performance measures
175
175
We assess our performance using a variety of alternative performance measures (APMs). We discuss our results on a statutory as well as a ‘core’
basis. Core metrics, which are each APMs, exclude acquisition and disposal-related items, significant non-recurring items and volatile or
uncontrollable items, as well as profits or losses generated outside of our investment management business. Accordingly, these core metrics reflect
the way in which performance is monitored by the Board and present the profits or losses which drive our cash flows and inform the way in which
our variable compensation is assessed. Details of the non-core items in the year are set out below.
Our APMs also reclassify all income and expenses relating to our consolidated fund entities, which are required by IFRS to be split across multiple
lines in the Group income statement, to core gains/losses on investments in order to reflect their performance as part of our seed book programme.
Tax on non-core items and movements in deferred tax relating to the utilisation or recognition of tax assets in the US are similarly excluded from core
profit, with tax on core profit considered a proxy for cash taxes paid.
In the year, the definition of non-core items has been revised to treat all foreign exchange gains and losses arising on non-functional currency
balances consistently, rather than only adjusting for those which relate to specific balance sheet items which are realised over longer timeframes.
The Board considers this revised classification to be both simpler and more consistent in its application. Comparative amounts have not been
restated as the impact is immaterial. The approach to the classification of non-core items maintains symmetry between losses and gains and the
reversal of any amounts previously classified as non-core. Note that our APMs may not be directly comparable with similarly titled measures used
by other companies.
Non-core items
Acquisition and disposal related:
Revaluation of contingent consideration
Amortisation of acquired intangible assets
Share of post-tax loss of associates
Impairment of right-of-use lease assets – investment property
Lease surrender income
Foreign exchange movements
Non-core items (net expense)
Note to the
Group financial
statements
2022
$m
2021
$m
13
17
21
16
12.1
–
51
5
–
–
(22)
34
(2)
61
2
3
7
(3)
68
Man Group plc |
Man Group plc | Annual Report 2022
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176
176
Financial statements
Alternative performance measures continued
Core measures: reconciliation to statutory equivalents
The statutory line items within the Group income statement can be reconciled to their core equivalents as follows:
2022
$m
Management and other fees [APM]
Distribution costs
Net management fee revenue[APM]
Performance fees[APM]
Net income or gains on investments and other financial instruments[APM]
Third-party share of losses relating to interests in consolidated funds
Sub-lease rental income
Net revenue[APM]
Asset servicing costs
Compensation costs
Other costs[APM]
Net finance expense
Amortisation of acquired intangible assets
Share of post-tax loss of associate
Profit before tax[APM]
Tax expense[APM]
Profit[APM]
Core basic EPS
Core diluted EPS
2021
$m
Reclassification of
amounts relating to
consolidated fund
entities
Core measure
Non-core items
Per Group income
statement
(4)
–
(4)
(1)
–
14
–
9
–
–
(9)
–
–
–
–
–
–
–
–
–
–
22
–
–
22
–
–
–
–
(51)
(5)
(34)
(5)
(39)
954
(31)
923
778
7
14
5
1,727
(58)
(678)
(179)
(11)
(51)
(5)
745
(137)
608
958
(31)
927
779
(15)
–
5
1,696
(58)
(678)
(170)
(11)
–
–
779
(132)
647
50.2¢
48.7¢
Reclassification of
amounts relating to
consolidated fund
entities
Core measure
Non-core items
Per Group income
statement
Management and other fees[APM]
Distribution costs
Net management fee revenue[APM]
Performance fees[APM]
Net income or gains on investments and other financial instruments[APM]
Third-party share of gains relating to interests in consolidated funds
Sub-lease rental and lease surrender income[APM]
Net revenue[APM]
Asset servicing costs
Compensation costs
Other costs[APM]
Net finance expense
Revaluation of contingent consideration
Impairment of right-of-use lease assets – investment property
Amortisation of acquired intangible assets
Share of post-tax loss of associate
Profit before tax[APM]
Tax expense[APM]
Profit[APM]
Core basic EPS
Core diluted EPS
[APM] The core equivalents of these statutory measures are defined as Alternative Performance Measures.
Core costs comprise asset servicing, compensation costs and core other costs.
917
(40)
877
569
27
–
13
1,486
(58)
(596)
(161)
(13)
–
–
–
–
658
(101)
557
39.7¢
38.7¢
(3)
–
(3)
(2)
12
(3)
–
4
–
–
(4)
–
–
–
–
–
–
–
–
–
–
–
–
3
–
(7)
(4)
–
–
–
–
2
(3)
(61)
(2)
(68)
(2)
(70)
914
(40)
874
567
42
(3)
6
1,486
(58)
(596)
(165)
(13)
2
(3)
(61)
(2)
590
(103)
487
Man Group plc |
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Annual Report 2022Financial statements
Strategic report | Governance | Financial statements | Shareholder information
177
177
Core measures: reconciliation to statutory equivalents continued
The statutory line items within the Group balance sheet can be reconciled to their core equivalents as follows:
2022
$m
Assets
Cash and cash equivalents[APM]
Fee and other receivables[APM]
Investments in fund products and other investments[APM]
Investments in associates
Leasehold improvements and equipment
Leasehold property – right-of-use lease assets
Investment property – right-of-use lease assets
Investment property – consolidated fund entities
Goodwill and acquired intangibles
Other intangibles
Deferred tax assets
Pension asset
Total assets
Liabilities
Trade and other payables[APM]
Provisions
Current tax liabilities
Third-party interest in consolidated funds
Lease liability
Total liabilities
Net assets
2021
$m
Assets
Cash and cash equivalents[APM]
Fee and other receivables[APM]
Investments in fund products and other investments[APM]
Investments in associates
Leasehold improvements and equipment
Leasehold property – right-of-use lease assets
Investment property – right-of-use lease assets
Goodwill and acquired intangibles
Other intangibles
Deferred tax assets
Pension asset
Total assets
Liabilities
Trade and other payables[APM]
Provisions
Current tax liabilities
Third-party interest in consolidated funds
Lease liability
Deferred tax liabilities
Total liabilities
Net assets
[APM] The core equivalents of these statutory measures are defined as Alternative Performance Measures.
Man Group plc |
Man Group plc | Annual Report 2022
Reclassification of
amounts relating to
consolidated fund
entities
Core measure
Per Group
balance sheet
349
541
841
14
53
92
71
–
627
50
105
22
2,765
762
14
37
–
253
1,066
1,699
108
29
368
–
–
–
–
34
–
–
–
–
539
180
–
–
359
–
539
–
457
570
1,209
14
53
92
71
34
627
50
105
22
3,304
942
14
37
359
253
1,605
1,699
Reclassification of
amounts relating to
consolidated fund
entities
Core measure
Per Group
balance sheet
323
480
770
18
43
61
77
678
45
128
27
2,650
683
14
15
–
250
37
999
1,651
64
5
204
–
–
–
–
–
–
–
–
273
19
–
–
254
–
–
273
–
387
485
974
18
43
61
77
678
45
128
27
2,923
702
14
15
254
250
37
1,272
1,651
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information
178
178
Financial statements
Alternative performance measures continued
Core management fee profit and core performance fee profit
Core profit comprises core management fee profit, a steadier earnings stream, and core performance fee profit, a more variable earnings stream.
This split facilitates analysis of our profitability drivers.
Reclassification of
amounts relating to
consolidated fund
entities
Core measure
Non-core items
Per Group
income statement
(4)
–
–
–
(9)
–
(13)
(1)
–
–
–
(1)
–
–
–
–
–
–
–
–
22
–
–
22
923
5
(58)
(406)
(179)
(8)
277
778
7
(272)
(3)
510
927
5
(58)
(406)
(170)
(8)
290
(46)
244
19.0¢
18.4¢
779
(15)
(272)
(3)
489
(86)
403
31.2¢
30.3¢
Reclassification of
amounts relating to
consolidated fund
entities
Core measure
Non-core items
Per Group
income statement
(3)
–
–
–
(4)
–
(7)
(2)
12
–
–
10
–
(7)
–
–
–
–
(7)
–
3
–
–
3
874
6
(58)
(393)
(165)
(12)
252
567
42
(203)
(1)
405
877
13
(58)
(393)
(161)
(12)
266
(39)
227
16.1¢
15.7¢
569
27
(203)
(1)
392
(62)
330
23.6¢
23.0¢
2022
$m
Net management fee revenue
Sub-lease rental income
Asset servicing costs
Compensation costs (management fee)
Other costs
Net finance expense (management fee)
Management fee profit before tax
Tax expense
Management fee profit
Core basic management fee EPS
Core diluted management fee EPS
Performance fees
Net income or gains on investments and other financial instruments
Compensation costs (performance fee)
Net finance expense (performance fee)
Performance fee profit before tax
Tax expense
Performance fee profit
Core basic performance fee EPS
Core diluted performance fee EPS
2021
$m
Net management fee revenue
Sub-lease rental and lease surrender income
Asset servicing costs
Compensation costs (management fee)
Other costs
Net finance expense (management fee)
Management fee profit before tax
Tax expense
Management fee profit
Core basic management fee EPS
Core diluted management fee EPS
Performance fees
Net income or gains on investments and other financial instruments
Compensation costs (performance fee)
Net finance expense (performance fee)
Performance fee profit before tax
Tax expense
Performance fee profit
Core basic performance fee EPS
Core diluted performance fee EPS
Man Group plc |
Man Group plc | Annual Report 2022
Annual Report 2022Financial statements
Strategic report | Governance | Financial statements | Shareholder information
179
179
Core gains/losses on investments
We use the measure core gains/losses on investments to represent the net return we receive on our seeding investments portfolio, combining both
consolidated and unconsolidated fund entities on a consistent basis. We therefore exclude from this measure gains or losses on investments which
do not relate to the performance of the seed book and adjust the amounts relating to consolidated funds to be included in this line on a consistent
basis. Core gains/losses on investments can be reconciled to the Group income statement as follows:
Net (losses)/gains on seeding investments portfolio (Note 12.1)
Net (losses)/gains on fund investments held for deferred compensation arrangements and other investments
(Note 12.1)
Core (losses)/gains on investments
Non-core items:
Consolidated fund entities: gross-up of net gains on investments (Note 12.2)
Foreign exchange movements (Note 12.1)
Net income or gains on investments and other financial instruments
Core tax rate
2022
$m
(12)
(3)
(15)
–
22
7
2021
$m
24
3
27
12
3
42
The core tax rate is the effective tax rate on core profit before tax and is equal to the tax on core profit divided by core profit before tax. The tax
expense on core profit before tax is calculated by excluding the tax benefit/expense related to non-core items from the statutory tax expense,
together with amounts relating to the utilisation or recognition of available US deferred tax assets. Therefore, tax on core profit is considered a proxy
for our cash taxes payable.
The impact of non-core items on our tax expense is outlined below:
Statutory tax expense
Tax on non-core items:
Amortisation of acquired intangible assets
Impairment of right-of-use lease assets – investment property
Foreign exchange movements
Non-core tax item on US deferred tax assets (Note 19)
Non-core tax items
Core tax expense
Comprised of:
Tax expense on core management fee profit before tax
Tax expense on core performance fee profit before tax
2022
$m
137
6
–
(4)
(7)
(5)
132
46
86
The core tax rate is 17% for 2022 (2021: 15%), which has increased largely due to a higher weighting of profits in the UK where the applicable
statutory tax rate is 19%. The increase in the UK corporation tax rate to 25% on 1 April 2023 will result in an increase in our core tax rate in
future periods.
Core cash flows from operations excluding working capital movements
Cash flows from operating activities excluding working capital movements can be reconciled to cash flows from operating activities as reported
in the Group cash flow statement as follows:
Cash flows from operating activities
Add back changes in working capital (Note 9):
Increase in fee and other receivables
Increase in other financial assets including consolidated fund entities
Increase in trade and other payables
Core cash flows from operations excluding working capital movements
Net financial assets
2022
$m
737
68
45
(40)
810
Net financial assets is considered a proxy for Group capital, and is equal to our cash and seed book less borrowings, contingent consideration
payable and payables under repo arrangements, as follows:
Seeding investments portfolio
Available cash and cash equivalents
Payables under repo arrangements
Net financial assets
Man Group plc |
Man Group plc | Annual Report 2022
Note to the
Group financial
statements
12
8
11
2022
$m
688
349
(54)
983
2021
$m
103
7
1
–
(10)
(2)
101
39
62
2021
$m
484
102
163
(49)
700
2021
$m
648
323
(64)
907
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information
180
Shareholder information
In this section we have provided some key
information to assist you in managing your
shareholding in Man Group. If you have a
question that is not answered below, please
contact us at: shareholder@man.com
Man Group (www.man.com)
The Man Group website contains a wealth of information about the
Company, including details of the industry in which we operate, our
strategy and business performance, recent news from Man Group
and corporate responsibility initiatives. The Investor Relations section
is a key tool for shareholders with information on share price and
financial results, reports and presentations. This section of the
website also contains information on dividends and shareholder
meeting details as well as useful Frequently Asked Questions.
EQ Shareview (www.shareview.co.uk/shareholders)
Man Group’s register of shareholders is maintained by EQ, the
Company’s Registrars. Many aspects of managing your shares,
such as checking your current shareholding, managing dividend
payments, and updating your contact details, can be carried out by
registering on the EQ Shareview website. To do this you will need
your Shareholder Reference, which can be found on your share
certificate or dividend confirmation.
Dividends
Final dividend for the year ended 31 December 2022
10.1¢ per share
The directors have recommended a final dividend of 10.1¢ per share
in respect of the year ended 31 December 2022. Payment of this
dividend is subject to approval at the 2023 Annual General Meeting
(AGM). Key dates relating to this dividend are given below:
Ex-dividend date
Record date
DRIP election date
AGM (to approve final dividend)
Sterling conversion date
Payment date
CREST accounts credited with DRIP shares
DRIP share certificates received
6 April 2023
11 April 2023
26 April 2023
5 May 2023
5 May 2023
19 May 2023
24 May 2023
25 May 2023
Man Group plc |
Dividend policy
Man Group’s ordinary dividend policy is progressive, taking into
account the growth in Man Group’s overall earnings. In addition,
the Group expects to generate significant capital over time. Available
capital, after taking into account our required capital and potential
strategic opportunities, will be distributed to shareholders over time
through higher dividend payments and/or share repurchases.
The Company is currently undertaking a share repurchase
programme pursuant to which up to a maximum of $125 million is
being returned to shareholders. Further information, including details
of the number of shares repurchased during 2022, can be found in
Note 24 of the financial statements.
The Company will fix the dividend currency conversion rate on
5 May 2023. The achieved sterling rate will be announced at this
time, in advance of the payment date.
Dividend payment methods
You can choose to receive your dividend in a number of ways.
Dividends will automatically be paid to you by cheque and sent
to your registered address unless you have chosen one of the
options below:
1. Direct payment to your bank: We recommend that you apply
for cash dividends to be paid directly into your UK bank or
building society account to speed up the payment process and
to avoid the risk of cheques becoming lost or delayed in the post.
The associated dividend confirmation will be sent direct to your
registered address. To switch to this method of payment simply
download a dividend mandate form from the Dividends section
of our website. Alternatively, dividend mandate forms are available
from the EQ Shareview website. If you have any queries please
contact EQ on +44 (0) 371 384 21121 who will be able to assist.
2. Overseas payment service2: If you live overseas, EQ offers
an overseas payment service which is available in certain
countries. This may make it possible to receive dividends directly
into your bank account in your local currency. Further information
can be found on the EQ Shareview website or via the EQ helpline
+44 (0) 371 384 21121. When calling from outside the UK please
ensure the country code is used.
3. Dividend Reinvestment Plan (DRIP): The Company is pleased
to offer a DRIP, which gives shareholders the opportunity to build
their shareholding in the Company in a convenient and cost effective
way. Instead of receiving your dividend in cash, you receive as
many whole shares as can be bought with your dividend, taking
into account related purchase costs; any residual cash is then carried
forward and added to your next dividend. If you wish to join the
DRIP, you can download copies of the DRIP terms and conditions
and the DRIP mandate form from the Dividends section of the
Man Group website. Simply complete the DRIP mandate form
and return it to EQ. Should you have any questions regarding the
DRIP, or to request a paper mandate form, please contact EQ on
+44 (0) 371 384 21121. Please note that if you wish to join the DRIP
in time for the payment of the forthcoming final dividend for the
year ended 31 December 2022, EQ must have received your
instruction by 5.00pm on 26 April 2023. Instructions received after
this date will be applied to the next dividend payment.
1 Lines are open from 8.30am to 5.30pm, each business day. When calling from outside the
UK, please ensure the country code is used.
2 Please note that a payment charge will be deducted from each individual payment before
conversion to your local currency.
Annual Report 2022Shareholder information 181
Dividend history
To help shareholders with their tax affairs, details of dividends paid in the 2022/23 tax year can be found below. Please note that
the dividend amounts are declared in US dollars but paid in sterling. For ease of reference the sterling dividend amounts have been
detailed in the table. For details of historical payments, please refer to the Dividends section of our website, which can be found
at www.man.com/investor-relations.
Dividends paid in the 2022/23 tax year
Interim dividend for the year ended 31 Dec 2022
Final dividend for the year ended 31 Dec 2021
Dividend no.
0/31
0/30
Payment date
09/09/22
20/05/22
Amount per
Share (p)
4.7
6.74
Ex-dividend
date
11/08/22
07/04/22
Record date
12/08/22
08/04/22
DRIP share
Price (p)
257.3745
237.6544
DRIP Purchase
date
09/09/22
23/05/22
Be a ScamSmart investor – avoid investment and
pension scams
Even seasoned investors have been caught out by sophisticated
share or investment scams where smooth-talking fraudsters cold
call from ‘boiler rooms’ to offer them worthless, overpriced or even
non-existent shares, or to buy shares they currently hold at a price
higher than the market value. All shareholders are advised to be
extremely wary of any unsolicited advice, offers to buy shares at a
discount, or offers of free reports about the Company. The Financial
Conduct Authority (FCA) provides helpful information about such
scams on its website, including practical tips on how to protect
your savings and how to report a suspected investment scam.
Man Group encourages its shareholders to read the information
on the site which can be accessed at www.fca.org.uk/scamsmart.
You can also call the FCA Consumer Helpline on 0800 111 6768.
How your details are protected from cybercrime
Man Group takes the protection of its shareholders’ personal
data from the ever-increasing threat of cybercrime very seriously.
Shareholder details are maintained by EQ, our Registrars, who
safeguard this information to the highest standards. EQ’s security
measures include multiple levels of firewall, no wireless access to
the corporate network, and regular external vulnerability scans and
system penetration tests.
Shareholder communications
Annual Report and Half Year Results
Man Group publishes an Annual Report and Half Year Results every
year. The Annual Report is published on the website and is sent
to shareholders through the post if they have requested to receive
a copy. The Half Year Results are published on the website and
printed copies are available on request from the Company Secretary.
E-communications
You can help Man Group to reduce its carbon footprint as well as its
printing and postage costs by signing up to receive communications
electronically rather than receiving printed documents such as
Annual Reports and Notices of AGMs in the post. To sign up for
e-communications, simply register on the EQ Shareview website.
You will need your Shareholder Reference, which can be found on
your share certificate or dividend confirmation or proxy card, in order
to register. Once registered, you will need to change your mailing
preference to e-communications and provide your email address.
You will then receive an email each time a shareholder communication
or document becomes available on the Man Group website.
Managing your shareholding
Online, by post, or by phone
Many aspects of your shareholding can be managed by registering
on the EQ Shareview website. For enquiries about your shareholding
you can also contact EQ in writing at EQ, Aspect House, Spencer
Road, Lancing, West Sussex BN99 6DA, or by telephone on
+44 (0) 371 384 21121, quoting Ref No 874. When calling from
outside the UK, please ensure the country code is used. Please
quote your Shareholder Reference when contacting EQ.
Share dealing service
EQ provides a share dealing facility through which you can buy or sell
Man Group plc shares in the UK. The service is provided by Equiniti
Financial Services Limited and can be accessed via the dealing
section of the EQ Shareview website (www.shareview.co.uk/dealing).
To use EQ’s telephone dealing service, please call 03456 037 037
between 8.00am and 4.30pm Monday to Friday. You can also buy
and sell shares through any authorised stockbroker or bank that
offers a share dealing service in the UK, or in your country of
residence if outside the UK.
Man Group plc |
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 182
Glossary
Absolute investment performance
Percentage rise/fall in the value of the fund over the stated period
Beta
Market returns
Absolute return
Alternative strategies where clients expect the strategy may have net
long,short or neutral exposure to asset classes, and that may make use
of leverage to achieve those exposures. This includes trend following and
discretionary long/short strategies
Actively managed
The management of assets based on active decision-making as opposed
to aiming to replicate an index
AGM
Annual General Meeting
Alpha
Excess return over beta relative to a market benchmark, or a measure of the
‘value add’ by an investment manager
Alternative
An alternative investment is an asset that is not one of the conventional
investment types, such as stocks, bonds and cash
Alternative performance measure (APM)
APMs are financial measures of current, historical or future financial
performance, financial position or cash flows that are not defined or
specified in the applicable financial reporting framework. Man Group’s
primary APMs are defined as follows:
Core profit
Core profit excludes acquisition and disposal-related items, significant
non-recurring items and volatile or uncontrollable items, as well as profits
or losses generated outside of our investment management business.
Tax on these ‘non-core’ items and movements in deferred tax relating
to the utilisation or recognition of tax assets in the US are also excluded
Core tax rate
The core tax rate is the effective tax rate on core profit before tax and is
equal to the tax on core profit divided by core profit before tax
Net financial assets
Net financial assets is considered a proxy for Group capital and comprises
our cash and seed book less borrowings, contingent consideration payable
and payables under repo arrangements
Full details of our APMs can be found on pages 175 to 179
Assets under management (AUM)
AUM are the assets that Man Group manages for investors in investment
vehicles (including fund entities and separately managed accounts) and is
a key indicator of our performance as an investment management group
and our ability to remain competitive and build a sustainable business.
Average AUM multiplied by our net management fee margin equates to our
management fee earning capacity. AUM is shown by strategy groupings
that have similar characteristics. AUM includes advisory-only assets where
Man Group provides model portfolios but does not have decision making or
trading authority over the assets and dedicated managed account platform
services for which Man Group provides platform and risk management
services but does not provide investment management services
Movements in AUM are split between the following categories:
Net inflows/outflows
Net inflows/outflows are a measure of Man Group’s ability to attract and
retain investor capital. Net flows are calculated as sales less redemptions
Investment performance
Investment performance is a measure of the performance of the investment
vehicles Man Group manages for its investors
FX and other movements
Some of Man Group’s AUM is denominated in currencies other than USD.
FX movements represent the impact of translating non-USD denominated
AUM into USD. Other movements principally relate to maturities and
leverage movements
ARCom
Audit and Risk Committee
Basis point (bps)
One one-hundredth of a percentage point (0.01%)
Benchmark
A standard against which the performance of a security, mutual fund
or investment manager can be measured; generally broad market and
market-segment stock and bond indexes are used for this purpose
Man Group plc |
CAGR
Compound annual growth rate
Carbon dioxide equivalent (CO2e)
A standard unit for measuring carbon footprints. Enabling the impact of
different greenhouse gas emissions to be expressed using an equivalent
amount of carbon dioxide (CO2) as reference. We calculate total emissions
using tonnes per CO2e or tCO2e
Cash costs
Costs excluding depreciation and amortisation
CLO
Collateralised loan obligations are a security backed by a pool of debt, often
corporate loans
Compensation ratio
The compensation ratio is calculated as total compensation costs divided
by net revenue
CS
Corporate Sustainability
DE&I
Diversity, Equity and Inclusion
Defined benefit (DB) pension scheme
A pension benefit where the employer has an obligation to provide
participating employees with pension payments that represent a specified
percentage of their salary for each year of service
Defined contribution (DC) pension scheme
A pension benefit where the employer’s contribution to an employee’s
pension is measured as, and limited to, a specified amount, usually a
percentage of salary
Discretionary
Discretionary investment management is a form of investment management
in which buy and sell decisions are made by a portfolio manager. The term
‘discretionary’ refers to the fact that investment decisions are made at the
portfolio manager’s discretion
Drive
Drive is our global internal diversity and inclusion network which is designed
to inform, support and inspire our people. The network’s mission is to
advance Man Group’s efforts in promoting and valuing diversity and
inclusion throughout the firm
Employee benefit trust
An employee benefit trust is a type of discretionary trust established to hold
cash or other assets for the benefit of employees, such as satisfying share
awards, with a view to facilitating the attraction, retention and motivation of
employees
Employee Trust
The Employee Trust is the employee benefit trust operated by Man Group
ESG
Environmental, Social and Governance
ESG-integrated AUM
Portion of total AUM that integrates explicit ESG criteria into the investment
process
Executive Committee
Committee of executives considered to be the firm’s key management,
who have authority and responsibility for planning, directing and controlling
activities at Man Group
External audit
An external auditor performs an audit, in accordance with specific laws or
rules, of the financial statements of an organisation and is independent of
the entity being audited
FCA
Financial Conduct Authority
FRC
Financial Reporting Council
GDPR
The General Data Protection Regulation
Global Sustainable Investment Alliance (GSIA)
The Global Sustainable Investment Alliance
Annual Report 2022Shareholder information 183
High-water mark
The value above which performance-fee-eligible AUM accrues
performance fees
Relative investment performance
Percentage rise/fall in the value of the fund over the stated period relative to
peers or benchmarks
HMRC
His Majesty’s Revenue and Customs
ICAAP
Internal Capital Adequacy and Assessment Process
ICARA
Internal Capital and Risk Assessment
IFRS
International Financial Reporting Standards
Internal audit
Provide independent assurance that an organisation’s risk management,
governance and internal control processes are operating effectively
Investment returns
The increase in AUM attributable to investment performance, market
movements and foreign exchange
KPI
Key Performance Indicator
Liquid asset managers
Liquid asset managers are comprised of the investment engines Man AHL,
Man FRM, Man GLG and Man Numeric and exclude our private markets
business, Man GPM
Long-only
Long-only refers to a policy of only holding ‘long’ positions in assets
and securities
Machine learning
A process in which a range of applied algorithms recognise repeatable
patterns and relationships within observed data
Man Group
Man Group plc, through its investment management subsidiaries and
partnerships (collectively, ‘Man Group’), is a global investment management
business and provides a range of fund products and investment
management services for investors globally
MiFID II
The second iteration of the Markets in Financial Instruments Directive
Multi-manager solutions
Multi-manager solutions includes traditional fund of funds and managed
accounts investing in vehicles managed by asset managers other than
Man Group
Net Asset Value or NAV
Net Asset Value or NAV is the sum total of the market value of all the
investment instruments held in the portfolio including cash, less any
liabilities held in the portfolio. NAV per share is found by dividing the
total number of units outstanding from the NAV
Net management fee margin
Margins are an indication of the management fee revenue margins
negotiated with Man Groups clients net of any distribution costs paid
to intermediaries. Net management fee margin is calculated as core net
management fee revenue divided by AUM
OMI
Oxford-Man Institute
Passive products
Products which are intended to replicate an index
QFII
Qualified Foreign Institutional Investor
Quantitative or quant
Quantitative strategies use computer models to make trading decisions.
A quant is a person who specialises in the application of mathematical
and statistical methods to financial and risk management problems
Regulatory capital
Regulatory capital is the amount of risk capital set by legislation or local
regulators, which companies must hold against any difficulties such as
market or credit risks
RI
Responsible Investment
Man Group plc |
Relative net flows
Percentage above/below asset-weighted industry net flows. Industry
sources include HFR, Morningstar and Man Group analysis
Revolving credit facility (RCF)
A line of credit, to an agreed limit, that businesses can access when needed
Run rate net management fee revenue and margin
Run rate net management fee margin is calculated as core net management
fee revenue for the last quarter divided by the average AUM for the last
quarter on a fund-by-fund basis. Run rate net management fee revenue
is calculated as the run rate net management fee margin applied to
the closing AUM as at the period end. These measures give the most
up-to-date indication of our management fee revenue at a given date
Sale and repurchase agreement
A sale and repurchase agreement (repo) is a short-term borrowing
arrangement under which Man Group sells certain of its fund product
investments to a third party, with a commitment to repurchase them on a
prearranged future date for consideration of the sale proceeds plus interest
Scope 1, 2 and 3 emissions
The greenhouse gas (GHG) Protocol Corporate Standard classifies
a company’s greenhouse gas emissions into three ‘scopes’. Scope 1
emissions are direct emissions from owned or controlled sources. Scope 2
emissions are indirect emissions from the generation of purchased energy
including electricity, steam, heating and cooling. Scope 3 emissions include
all other indirect emissions that occur within a company’s value chain
Seed capital
Seed capital is an investment in a fund allowing it to develop a performance
track record or allowing it to be marketed to potential clients. Seed capital also
include CLO risk retention positions and fund products to which Man Group
obtains exposure via sale and repurchase arrangements or TRSs
Senior Executive Committee (Senior ExCo)
Committee of executives within Man Group that work together to advise the
CEO and are in charge of specific aspects of the Group
SFDR
Sustainable Finance Disclosure Regulation
SMCR
Senior Managers Certification Regime. New FCA regulation which aims to
strengthen market integrity by making senior individuals more accountable
for their conduct and competence
Systematic
Systematic investment managers attempt to remove the behavioural component
of investing by using computer algorithms to make investment decisions
TCFD
Task Force on Climate-related Financial Disclosures
Total return
Alternative strategies where clients expect the strategy to have some positive
exposure to particular risk factors over the course of a market cycle although
the level of exposure may vary over time. This includes GLG Global Emerging
Markets Debt Total Return, Man GPM, risk premia, and CLO strategies
Total return swap or TRS
A total return swap is a swap agreement in which Man Group receives the
return on an underlying fund investment in exchange for an interest payment
on the notional investment
Trade execution
The completion of a buy or sell order on a security in the market
TSR
Total shareholder return
UN PRI
The United Nations-supported Principles for Responsible Investment
initiative is an international network of investors working together to
implement the six Principles for Responsible Investment. Its goal is to
understand the implications of sustainability for investors and support
signatories to incorporate these issues or implications into their investment
decision-making and ownership practices
Weighted average carbon intensity (WACI)
The measurement of a portfolio’s exposure to carbon-intensive companies,
expressed in tons of CO2e per million dollars of revenue
Annual Report 2022Strategic report | Governance | Financial statements | Shareholder information 184
Company contact details
Registered office
Man Group plc
22 Grenville Street
St Helier
Jersey JE4 8PX
Telephone: +44 (0) 20 7144 1000
Website: www.man.com
Registered in Jersey with registered number: 127570
London office
Riverbank House
2 Swan Lane
London EC4R 3AD
United Kingdom
Telephone: +44 (0) 20 7144 1000
Investor relations
investor.relations@man.com
Head of Investor Relations – Karan Shirgaokar
Company secretariat
shareholder@man.com
Company Secretary – Elizabeth Woods
Communications
media@man.com
Head of Communications – Georgiana Brunner
Company advisers
Independent auditor
Deloitte LLP
Corporate brokers
Credit Suisse
J.P. Morgan Cazenove
Corporate communications
FTI Consulting
Registrars
EQ
This Annual Report has been prepared for, and only for, the members of the Company, as a body, and no other persons. The Company, its directors, employees,
agents or advisers do not accept or assume responsibility to any other person to whom this document is shown or into whose hands it may come and any such
responsibility or liability is expressly disclaimed. Past performance is not indicative of future results and the document is not to be considered an offering of any
fund or strategy. By their nature, statements concerning the risks and uncertainties facing the Group in this Annual Report involve uncertainty since future events
and circumstances can cause results and developments to differ materially from those anticipated. The forward-looking statements reflect knowledge and
information available at the date of preparation of this Annual Report and the Company under-takes no obligation to update these forward-looking statements.
Nothing in this Annual Report should be construed as a profit forecast.
Man Group plc |
Annual Report 2022Shareholder information Printed in the UK by Pureprint Group, a Carbon Neutral® company. The CO2 emissions associated
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Man Group plc
Riverbank House
2 Swan Lane
London EC4R 3AD
man.com
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