Investing for a
world of change
Integrated Annual Report 2022
As an active investor of client capital, our primary task is to achieve
the investment outcomes they require and, as a firm, to contribute
to a better tomorrow for our stakeholders.
The painful and volatile arrival of the multi-
polar world, at a time when strong forces are
driving deglobalisation in the global economy,
complicates our task. In the final quarter of
this reporting period, Russia added fuel to the
fire with its invasion of Ukraine. With finance
weaponised in response, it has become easier,
and sometimes expedient, to exclude rather
than include.
Given the magnitude of the transition finance
challenge, it is imperative that capital flows
towards return and impact. Ninety One will
continue to advocate for a world of open
capital markets. As forces of localisation and
regionalisation have been unleashed, global and
international investing have become even more
relevant, from both return-seeking and impact
perspectives. Ninety One will always be seeking
these opportunities for its clients.
While we recognise the challenges, we invest for
a world of change. We are motivated and we are
excited about what the future holds.
Hendrik du Toit
Chief Executive Officer
We operate and invest in a world of change.
When we launched the Ninety One brand, we
thought this phrase aptly described what we
have been about since our inception in 1991.
Over the past year, change, as ubiquitous as
ever, has shaped markets, geopolitics, the global
economy, our industry, and the world we inhabit.
In a mighty bid to influence change for the good,
humanity united at COP26. Governments and
investors are resolved to find ways to avert
harmful climate change, a creeping threat as
greenhouse gas emissions warm the planet.
Carbon is the largest contributor to this. The
existential challenge of our times is to put the
world on course to meet the net-zero objectives
by the middle of this century. Failure is not
an option. We must arrest global warming,
re-establish respect for nature, and put the
world economy on the path of sustainability.
We argued publicly last year that immediate
decarbonisation of portfolios will not achieve a
decarbonised world. We also argued that the
transition of the world economy and its energy
system needs to be inclusive and fair. We believe
no one should be left behind, because a partial
decarbonisation will not achieve the outcome
the world requires. This is why we have promoted
the concept of transition rather than exclusion.
This principle, indeed, is now conventional
wisdom in sensible circles. With the financial
sector firmly behind transition, we need to
keep reminding everyone that this effort should
be inclusive. Vast amounts of finance will need
to be mobilised and applied to achieve a
transition in time. Transition finance is a vital
component for success. Ninety One intends
to contribute actively and vigorously to these
endeavours. We believe, that this is investing
for a better tomorrow.
Key numbers 1
(as at 31 March 2022)
1
£143.9bn
2021: £130.9bn
Assets under management (“AUM”)
£230.4m
2021: £206.2m
Adjusted operating profit
£267.1m
2021: £204.1m
Profit before tax
£5.0bn
2021: £(0.2)bn
Net flows
68%
2021: 82%
Investment outperformance
(3-year)
19.2p
2021: 17.0p
Adjusted earnings per share
22.6p
2021: 16.9p
Basic earnings per share
25%
2021: 23%
Staff ownership
Strategic Report
4
6
8
Ninety One at a Glance
Our Business Model
Chairman and Chief Executive
Officer’s Statement
Tracking our Strategic Progress
12 Our Strategy
14
16 Our Stakeholders
18 Our People and Culture
23 Our Clients
24 Our Shareholders
26 Sustainability
41
42
49
52 Principal Risks
Non-Financial Information Statement
Financial Review
Risk Management
Governance
58 Chairman’s Introduction
60 Board of Directors
67
DLC Nominations and Directors’
Affairs Committee Report
70 DLC Audit and Risk Committee Report
75
DLC Sustainability, Social and Ethics
Committee Report
DLC Human Capital and Remuneration
Committee Report
Summary of the Policy – Executive
Directors
78
81
87 Annual Report on Remuneration
100 Directors’ Report
106 Directors’ Responsibility Statement
Financial Statements
Independent Auditor’s Reports
110
120 Consolidated Financial Statements
Annexure to the Consolidated
156
Financial Statements
Ninety One plc Company
Financial Statements
158
Additional Information
166 Glossary
168 Shareholder Information
Investing for a world of change
Front cover image: Whales play a vital role in
our marine ecosystem. While they help maintain
a stable food chain and re-distribute nutrients
across the seas, they also help us fight the
climate crisis. Through its lifetime, the average
whale captures the same amount of carbon as
1,000 trees. Yet they are at risk of swallowing
plastic that looks like their natural food, or being
caught in some of the lost or discarded plastic-
based fishing nets and rope. The Save our Seas
Act becoming law in 2018 was one important
step in reducing ocean plastic.
Other sources of information
This report, together with various other reports and documents (including our
Sustainability and Stewardship Report and TCFD Report) can be found on our website:
www.ninetyone.com
1.
Refer to explanations and definitions, including alternative performance measures, on pages
46 to 47 and 166 and 167.
Strategic ReportGovernanceFinancial StatementsAdditional Information
Strategic Report
2
Investing for a world of change
Experts estimate about a third of the world’s global commercial fishing
catch is unwanted fish and marine life, known as bycatch. Sea turtles,
sharks and rays, including threatened species, are part of that bycatch
when they become entangled in nets. New illuminated nets that
glow green with LED lights are showing promising results in reducing
bycatch, and by using solar-powered lights, these become more
sustainable and reduce the ongoing operational costs.
3
Strategic ReportGovernanceFinancial StatementsAdditional Information Ninety One at a Glance
4
Ninety One is an active investment manager. We invest
capital on behalf of our clients to help them achieve their
long-term financial objectives.
What we offer
Ninety One offers a range of specialist and outcomes-oriented strategies covering multiple asset classes and managed by
teams with several distinct investment skill sets.
Core asset
class offerings1
Distinct skill sets
Client demand
£68.0bn
––
Equities
£36.7bn
––
Fixed income
£25.2bn
––
Multi-asset
£4.1bn
––
Alternatives
4Factor
Quality
Value
Multi-Asset
Fixed Income
Alternatives
Our offering provides active specialist and outcomes-oriented strategies
1. Excluding South African fund platform net assets of c.£10.0bn.
Where we operate and source our AUM
UK AUM
––
£27.2bn
Europe AUM
––
£17.1bn
Americas AUM
––
£17.9bn
Africa AUM
––
£56.1bn
Asia Pacific AUM
––
£25.7bn
Investments
Client Group
Operations
1,182 staff
––
21 offices
––
14 countries
––
Ninety One Integrated Annual Report 2022 Our purpose
Investing for a better tomorrow
5
Better firm
Better investing
Better world
We are building a firm that aims to
achieve excellence over the long term,
with a culture that encourages our
people to reach their highest potential
and puts our clients at the centre of
our business.
Long-term investment excellence
is our primary function and it is non-
negotiable. We aim to provide our
clients with investment outcomes
that allow them to achieve their
financial goals.
We are dedicated to building a better
world. We are responsible citizens of
our societies and natural environment.
Our value
One overriding value – do the right thing.
We ask our people to do the right thing in all they do. We see nine key spheres where we can articulate the purpose and relevance of
this simple value. Do the right thing for...
– Our clients
– Our business
– Our regulators
– Your team
– Our environment
– Our society
– Your family
– Each other
– Yourself
Our culture
Our culture embodies our overriding value to do the right thing in the nine spheres outlined above. This one value informs every
decision that our people make, as well as our strong sense of purpose. This allows us to trust our people and to give them freedom to
create and be themselves. This in turn nurtures a culture where we can collectively achieve without sacrificing our individual selves.
Read more about our culture on pages 18 to 19.
Our strategic principles
We are a patient, organic, long-term and intergenerational business, which is reflected in our consistent strategy, focused around
our three strategic principles:
ɽ We offer organically developed investment capabilities.
ɽ We operate globally in both the institutional and advisor space.
ɽ We have an approach to growth that is driven by structural medium- to long-term client demand and competitive investment
performance.
These principles guide our strategic priorities described on pages 12 to 13.
Responsible citizens
We are guided by our values to do the right thing for our environment, society and each other. They are the driving forces behind our
purpose and our commitment to investing for a better tomorrow. To achieve this, we place sustainability at the core of our business,
via our three-dimensional sustainability framework:
Invest
Advocate
Inhabit
ESG analysis is integrated across our
investment strategies. We also offer
sustainable and impact investment
solutions.
We seek to lead the conversation
on sustainable investing.
We believe change starts at home.
We run our business responsibly
and act sustainably.
Read more about our approach to sustainability on pages 26 to 40.
Strategic ReportGovernanceFinancial StatementsAdditional Information Our Business Model
Ninety One is an active investment manager serving third-party clients.
6
e reinvest
W
W
e
d
e
v
e
l
o
p
Our Clients
We put clients at the
centre of our business
We de l i v e r
We develop
We develop active investment capabilities organically over
time for the benefit of our clients.
We deliver
To stay in business over the long term, we need to deliver the
performance outcomes expected by our clients. This allows
us to participate in investment management fees, based on
a percentage of AUM. This is the main driver of our revenues.
We also earn performance fees on a limited number of
investment strategies.
We reinvest
We continuously reinvest in our business, helping to create
capabilities to meet our clients’ changing requirements and
to grow revenue.
Our ownership culture drives a long-term focus and a
consistency of strategy. This approach has underwritten
our successful long-term track record of profitable
organic growth.
Defining characteristics of our
business model
Client-centric with global reach and local presence
Our clients come first. We build meaningful, long-term
relationships with our clients and serve them in the
locations where they are based. Ninety One
concentrates on the institutional and advisor
channels which are predominantly professionally
intermediated. We also build long-term relationships
with intermediaries.
Owner-culture with stable and experienced
leadership
Our people have the freedom to create within clear
parameters determined by our values, team and
strategy. Our employees are significant shareholders,
which underpins our long-term approach, motivation
levels and alignment with our stakeholders. This model
is attractive to top talent.
Emerging markets heritage
We are one of the few investment management firms to
have developed a substantial global footprint from
emerging market origins.
Diversified offering of specialist active strategies
We evolve our offering to be relevant to our clients,
to help them meet their investment objectives. The
diversified nature of our offering supports our business
through market cycles.
Capital efficient and cash generative
We have a long track record of profitable growth.
We invest in our business for the long term. We are
committed to our talent-intensive and capital-light
model. This is a cash-generative business mindful
of shareholder value.
How we create value for our stakeholders
For clients
Developing and maintaining relevant
strategies and products for our clients
to invest in to achieve their long-term
financial objectives.
For people
Creating an environment where our people
can excel in delivering for our clients and other
stakeholders. We want our people to enjoy the
work they do and have the freedom to be
themselves, within a team context, while
participating in the value they create.
Ninety One Integrated Annual Report 2022
How we operate
7
Equities
Fixed income
Multi-asset
Alternatives
Investments
4Factor
Quality
Value
Multi-Asset
Fixed Income
Alternatives
Investment support
Client Group
Africa
United Kingdom
Asia Pacific
Europe
Americas
Global marketing and client support
Operations
Legal, Compliance and
Operational Risk
Human
Capital
Finance
Investment and
Client Operations
Product
Management
Information
Technology
Investments
We invest across multiple asset classes and our investment
teams are organised according to specialist skillsets.
This diversity allows the team to focus on the long term and
to produce desired outcomes for clients through the cycle.
We have three specialist teams investing in equities on a
global and regional basis. The 4Factor, Quality and Value
teams invest according to their own unique style and
philosophy. The Fixed Income team largely invests in
emerging market bonds and credit. The Multi-Asset team
benefits from insights across the entire firm, delivering
global and regional growth, thematic and income strategies.
The Alternatives offering focuses on private credit.
Client Group
Ninety One operates globally, servicing institutional and
advisor clients. Client assets are managed on a segregated
and a pooled basis.
Five regionally defined Client Groups are responsible for
all aspects of client engagement, asset raising and client
service. Having client teams located in key locations across
the globe facilitates close relationships with our clients and,
where necessary, enables us to deliver a bespoke service
that meets specific local requirements. Close cooperation
across our teams allows us to share best practice and
ensures that our clients can benefit from a diverse range
of expertise.
The investment teams are globally integrated and are
centrally supported by the Chief Investment Officers’ office,
performance, risk (including ESG) and dealing teams.
The Client Groups are supported by a global marketing team
responsible for branding, client material, events and digital
engagement.
Operations
Ninety One deploys a globally integrated operations platform
that partners with global service providers across the value
chain. Our operating model allows for agility and efficiency.
In South Africa, we also have a fund platform for independent
financial advisers that provides access to investment
products from both Ninety One and other managers.
For more information on individual locations, see page 4.
For shareholders
Generating good returns over the
long term.
For society and the environment
Behaving responsibly and with integrity,
and advocating for an inclusive and fair
transition to a more sustainable world.
How we create value for our stakeholders
Strategic ReportGovernanceFinancial StatementsAdditional Information Chairman and Chief Executive
Officer’s Statement
8
We know that somewhere in
the discomfort of challenging
conditions and amid rapid
change lies opportunity.
Our financial year 2022 has again been a year of two parts.
It started with a strong market rebound supported by the
global vaccine rollout and continued stimulus from central
banks. In the final quarter, business conditions deteriorated
markedly. The Russian invasion of Ukraine and its
consequences added uncertainty to an environment
challenged by rising inflation, expectations of interest
rate increases, and liquidity withdrawal amidst growing
political uncertainty.
At Ninety One, we talk about investing for a world of
change. It is not easy, but it can be rewarding. We know
that somewhere in the discomfort of challenging
conditions and amid rapid change lies opportunity.
Ours is a battle-hardened and resilient business adept
to navigating change and finding opportunity.
We thank our clients and other stakeholders for their
continued support after 31 years in business. That support
is vital for our future success. We also acknowledge our
people’s efforts and sustained contributions over time.
People and culture
Ours is a people-centric business model, reliant on a strong
and healthy owner-culture to attract and retain the best
talent. Diversity and inclusion are key pillars on which our
employment proposition has been built. We encourage
our people to be themselves and express their individuality,
but always in a team context.
Our culture remains strong and functions as the glue that
binds us together. Our employees now own over a quarter
of the equity in Ninety One. This is an indication of long-
term orientation and appropriate alignment of interest
with our stakeholders.
Our strategy is delivering results
We are pleased to report record earnings and assets under
management for the 2022 financial year. This result reflects
the robustness of our simple but diversified business
model. Assets under management grew by 10%. Ninety
One generated net inflows of £5.0 billion over the year
(2021: net outflows £0.2 billion). It is particularly pleasing
that we achieved net inflows in all of the major asset
classes, in all our regions and in both our client channels.
Our adjusted operating profit increased by 12% to £230.4
million (2021: £206.2 million). The adjusted earnings per
share (“EPS”) increased by 13%, while the basic EPS grew
by 34%.
We are mindful of the fact that our value proposition is
a combination of competitive investment performance,
relevant offerings and a consistent strategy focused on
the long term. At Ninety One, our clients always come
first and we have benefited from the opportunity to engage
in person as well as virtually. Client activity increased
markedly over the second half of the year as many of our
markets relaxed their COVID-19 restrictions. Our leadership
and organisational stability allow us to think long term,
while looking out and focusing on markets and clients.
Our stakeholders, once again, benefited from this over
the reporting period.
We have recorded solid growth in the North American
institutional market, as demonstrated by the net inflows.
Similarly, in the UK, we are starting to see the results of
our recent investment in this market. We continue to
see growth opportunities in these regions and we have
seen good momentum in South Africa.
Ninety One Integrated Annual Report 2022 Our strategy remains consistent. We intend to grow in
our current markets by offering client-relevant strategies
which produce the required results over time. This requires
a combination of consistency and creativity. Creativity
is key to successful innovation over time. In this highly
competitive industry, those who fail to raise their game
year after year inevitably fall behind.
Investing for long-term growth
Our strategy is clear and our focus is on execution
irrespective of market conditions. We are continuing to
invest via the cost line to support our long-term organic
growth. We have a solid platform for future growth, with
a brand that is widely recognised, and a credible organic
track record. We have made good progress on scaling
more of our strategies and now have 35 larger than
£1 billion, compared to 21 in 2017. But there is still much
work to do on this front.
We continue to roll out new strategies, launching on
average two or three per year. New strategies contributed
meaningfully to net inflows over the past five years. At the
same time, we cut strategies and products that experience
low levels of current client interest and for which we do not
foresee demand over the long term. The yin of long-term
stability and the yang of creativity and innovation are key
elements of our formula for sustained organic growth in
this industry.
At Ninety One, we see the North American market as the
game-changing medium-term opportunity. The results
of the past year were encouraging and we intend to work
hard to accelerate our growth in this market. Over the
past year we have continued to invest in our presence
in North America.
We have seen good momentum in South Africa, where
we have a market-leading position. In spite of the fact that
Ninety One is better equipped than most of its domestic
competitors to deal with the changes brought about by
the recent relaxation of exchange controls, the outcome
is far from certain.
The ongoing travel restrictions have slowed down
the implementation of our plans for China. Despite
the near-term obstacles, we continue to see China
as an opportunity for Ninety One over the long term.
In the coming year, Ninety One will face its fair share
of challenges. These include volatile and possibly
unsupportive financial market conditions, hostile macro-
economic conditions – including rising interest rates,
muted interest in emerging markets investing, the
implications of the substantial relaxation of exchange
controls relating to South African institutional and mutual
fund investment and the increased regulatory and public
scrutiny of sustainable investing. We are used to navigating
hostile as well as supportive markets and have developed
plans for each of the challenges mentioned above.
Net flows by asset class1
£m
2,445
1,572
3,586
9
215 284 500
269
(153)
(674)
FY22
(3,225)
FY21
Equities
Fixed income
Multi-asset
Alternatives
SA fund platform
Net flows by Client Group1
£m
1,801
1,555
1,707
782
378
500
403
(170)
(653)
FY22
(1,484)
FY21
United Kingdom
Africa
Europe
Americas
Asia Pacific2
Net flows by client type1
£m
2,484
2,532
1,522
FY22
(1,719)
FY21
Advisor
Institutional
1. Net outflows of £0.2 billion in financial year 2021 and net inflows of £5.0 billion
in financial year 2022.
2. Asia Pacific includes Middle East.
Strategic ReportGovernanceFinancial StatementsAdditional Information Chairman and Chief Executive Officer’s Statement
10
Firm-wide investment performance
As at 31 March 2022
%
Since
inception
10-year
5-year
3-year
1-year
Outperformance
Underperformance
78
22
86
14
80
68
20
32
50
50
Mutual fund investment performance1
As at 31 March 2022
%
10-year
32
38
23 7
5-year
21
36
32
10
3-year
16
33
33
1-year
26
10
36
18
28
First quartile
Second quartile
Third quartile
Fourth quartile
1. Totals may not add up to 100% due to rounding.
Although we acknowledge the much-publicised structural
challenges facing the investment management industry,
we remain resolute that this industry is full of opportunity.
Investment management at its core is a talent and results
business. Therefore, culture and consistent commitment
to improvement really matter. Scale helps, but at the
high-value end, there are many other more important
success factors.
Investment performance
Our aggregate asset-weighted performance measures
remained excellent throughout most of the year. At the end
of the third quarter our short- and long-term investment
performance numbers looked even more compelling than
at the interim stage. Unfortunately, the market volatility in
the final quarter affected the numbers adversely. Firmwide
investment performance remains competitive, with 68% of
our strategies outperforming their benchmarks over three
years as at 31 March 2022. Over the longer term, firm-wide
outperformance remained strong at 80% and 86% over
five and 10 years, respectively.
Sustainability with substance
In line with our stated purpose of investing for a better
tomorrow through building a better firm, striving to invest
better and actively contributing to a better world, our
sustainability efforts have intensified over the past year.
We have developed strong and appropriately nuanced
positions on this topic, which have been incorporated in
our transition plan.
More information on our transition plan is included in our
Sustainability and Stewardship Report, available on our
website.
During this reporting period, we have continued to deliver
on our commitment to put sustainability at the centre of
our business. We have moved up a gear and implemented
our new framework, Sustainability 3.0. Climate is our
main priority given the existential nature of this threat.
Our main concern is real-world decarbonisation in line
with our net-zero commitment and not mere portfolio
decarbonisation. This requires that we focus on an
inclusive transition.
At Ninety One, we believe that no one should be left behind
in the race to net zero, especially vulnerable communities in
emerging markets. Finance has a constructive role to play in
the battle against climate change and in other dimensions
of sustainability. Ninety One is working hard to contribute
towards this, beyond advocacy, by deploying client capital
sensibly and productively in pursuit of a more sustainable
world. Our senior people have been encouraged to
participate actively in leading industry initiatives such as
the Sustainable Markets Initiative (“SMI”) and the Glasgow
Financial Alliance for Net Zero (“GFANZ”). We see this as
our duty, but also as a multi-decade business opportunity.
Ninety One is determined to be on the right side of history
in respect of sustainability.
Ninety One Integrated Annual Report 2022 11
Section 172
The Board is fully aware of its duties under s172(1)
of the UK’s Companies Act 2006 to promote
the success of Ninety One for the benefit of its
shareholders as a whole, while having regard to
the interests of all Ninety One stakeholders, and in
doing so having regard (among other matters) to:
ɽ the likely consequences of any decision in the
long term;
ɽ the interests of the company’s employees;
ɽ the need to foster the company’s business
relationships with suppliers, customers and others;
ɽ the impact of the company’s operations on the
community and the environment;
ɽ the desirability of the company maintaining
a reputation for high standards of business
conduct; and
ɽ the need to act fairly as between members
of the company.
Details of Ninety One’s Board engagement with
key stakeholders are included in Our Stakeholders
section on pages 16 and 17.
Details of our relationships with suppliers, regulators and peers
are included on page 38.
Further details of the Board’s activities are described in the
Governance Report on page 64.
The Board and governance
Our Board is functioning well. Khumo Shuenyane joined
the Board on 1 August 2021 as a Non-Executive Director,
succeeding Fani Titi. We thank Fani for his valued contribution
over many years and his continued support. Khumo
brings extensive financial and commercial expertise
and experience to the Board and we are delighted that
Ninety One can benefit from his presence.
Following from shareholder feedback, we have adjusted
the composition of the DLC Nominations and Directors’
Affairs Committee. We welcome Busi Mabuza to this
committee. This committee is now fully independent.
The Board is united in its desire to provide our stakeholders
with high-quality governance. This starts with regular
stakeholder engagement, which was maintained virtually
throughout the reporting period, due to ongoing COVID-19
restrictions.
Dividend
The Board has considered the strength of the balance
sheet and has recommended a final dividend of 7.7 pence
per share (2021: 6.7 pence) to shareholders at the AGM,
resulting in a full-year dividend of 14.6 pence per share, an
increase of 16%. This is in line with our dividend policy to
pay out at least 50% of profit after tax, plus the remainder
of after-tax earnings not required for business or regulatory
purposes. Subject to shareholder approval, the final
dividend will be paid on 5 August 2022 to shareholders
on the register at 15 July 2022.
Outlook
At the interim stage, we pointed to risks that could make
market conditions less supportive than at the outset of this
reporting period. Many of those have materialised and
were accentuated by the Russian invasion of Ukraine.
The coming year will be challenging and we enter it with
appropriate levels of caution.
As we have done since inception in 1991, we continue
to invest for long-term growth. Ninety One is a resilient
business, with a diversified product offering and a track
record of navigating challenges and change. We see ample
growth opportunities ahead as long as we keep delivering
for our clients and serve society at large. We will be actively
involved in the move to a more sustainable future, including
the financing of this multi-decade transition. Our stated
purpose is, after all, to invest for a better tomorrow.
Our focus remains firmly on execution. We look to the
future with confidence.
Gareth Penny
Chairman
Hendrik du Toit
Chief Executive Officer
Strategic ReportGovernanceFinancial StatementsAdditional Information
Our Strategy
Key
Adjusted EPS
Key employee retention
and succession planning
Investment performance
Commitment to sustainability
Net flows
Relationships and reputation
12
Strategic priorities
Capture the growth
inherent in our current
capability set
Why is this important?
1
Develop differentiated
strategies, anticipating
client needs
2
Focus on growth in
professionally intermediated
channels (advisor and
institutional)
3
We serve a clearly defined client base and keep our business simple, yet relevant.
We align our investment offerings with long-term client demand.
Link to key performance indicators
Our progress in FY 2022
ɽ Our current product offering remains
client relevant and diverse across
asset classes and investment styles to
suit varying client needs. It is also well-
positioned for future client demand
and growth.
ɽ It was a year of significant client
engagement and we were pleased to
see a shift back from virtual to more
physical events. As before, we were
able to maintain the intensity and
quality of our client interactions.
ɽ We achieved net inflows compared
to outflows in the prior year.
ɽ Investment performance remained
competitive and displayed an
improving trend. However, the
investment performance in the final
quarter deteriorated, following the
market correction in February 2022.
ɽ We have a track record of evolving
our offering across asset classes to
meet future client demand.
ɽ A number of our recently launched
investment strategies saw positive
flow momentum in the year.
ɽ In contrast, some of our newer Asia
equity strategies suffered some
modest net outflows due to Chinese
market volatility and changes in
client risk appetite during the year.
ɽ We have various other strategies
in the development phase. These
include thematic sustainability
related equity offerings, income
solutions and specialist credit.
ɽ We continued to maintain a diversified
asset base across institutional and
advisor clients and saw AUM and net
flow growth in both channels. This is
a reflection of the growing depth of
our global client relationships.
ɽ Institutional net inflows were
generated by the European
(particularly Germany), Asia Pacific
(mainly Australia) and North American
Client Groups.
ɽ Over the year, advisor net inflows
were primarily driven by our South
African and UK Client Groups.
Ensure sustainability is at the core of
our business
Continuously invest in our people and
build an intergenerational business
We are committed to positioning our business on the right
We are a people business with a culture that is key to our
long-term success.
We take our responsibility as active stewards of client
We want to recruit and retain world-class talent who are
side of history.
capital seriously.
empowered with the freedom to create, to build a successful,
long-term and intergenerational business for all our stakeholders.
We advocate for sustainability across the world by seeking
to contribute to the conversation on sustainable investing.
We aim to inhabit our world better by measuring and
managing the environmental and societal impact of our
own business activities.
ɽ During the year, our stable, experienced and highly-skilled
staff complement showed significant commitment.
• The total staff shareholding in Ninety One increased
to 25.4%, demonstrating our continuing owner culture
and the long-term commitment of our people.
• Staff turnover increased over the financial year,
but remained in line with the historic trends.
ɽ Building talent density remained a priority with a number
of significant hires made during the year. Furthermore, our
succession-planning efforts during the year reflected
our desire to build a truly intergenerational business.
ɽ This year saw much greater office attendance following
the most intense periods of the pandemic and as we remain
committed to being a people-centric organisation where
the office remains the centre of gravity.
• Our organisation development team undertook
a project to re-articulate our culture involving 37 in-
person workshops with the majority of our employees.
Our Founder and Chief Executive Officer personally
attended over half of the sessions.
The workshops allowed our employees to reconnect
and enabled multiple opportunities to gather staff
feedback after a difficult time through the pandemic.
ɽ We continued to actively communicate with our people
including regular staff communications, staff socials
and leadership and team offsites, which have all helped
preserve and perpetuate the unique culture of the
business among our people.
ɽ We continued to advance our sustainability drive by
launching the next phase of our sustainability activities
– ‘Sustainability 3.0’.
ɽ To ensure alignment and oversight of all sustainability
initiatives at Ninety One, we created a new role and appointed
our first Chief Sustainability Officer.
ɽ Further progress was made under the ‘Invest’ pillar, including:
• Developing our range of investment solutions that focus
on the energy transition and sustainability more broadly.
• Developing a firm-wide framework for transition-plan
assessment.
emitters.
• Set strategic engagement priorities across investment
teams, including prioritising engagements with highest
• Further improved carbon and climate data to better
understand exposure and transition pathways.
ɽ Progress was made in our ‘Advocate’ pillar, including:
• Establishing a powerful advocacy position around the need
to focus on actual decarbonisation and an equitable
transition for emerging markets.
• Becoming a signatory to the updated UK Stewardship Code.
• Joining the ASCOR project to develop an assessment
framework to measure the climate change governance
and performance of sovereigns.
• Participating in the transition financing workstreams
of both GFANZ and the SMI.
ɽ Progress was made in our ‘Inhabit’ pillar, including:
• Purchased and retired 11,000 carbon credits with respect
to Ninety One’s Scope 1, 2 and 3 (category 6) emissions.
• Committing to targets aligned to Science Based Targets
Initiative for Scope 1 and 2 emissions.
• Funding more than 60 students and 10 research projects
through the Changeblazers programme in South Africa.
• Enabling all our staff to use Giki Zero to monitor their
personal carbon footprint while providing education
on sustainability.
Ninety One Integrated Annual Report 2022 Why is this important?
We serve a clearly defined client base and keep our business simple, yet relevant.
We align our investment offerings with long-term client demand.
Link to key performance indicators
Our progress in FY 2022
client relevant and diverse across
asset classes and investment styles to
suit varying client needs. It is also well-
positioned for future client demand
and growth.
ɽ It was a year of significant client
engagement and we were pleased to
see a shift back from virtual to more
physical events. As before, we were
able to maintain the intensity and
quality of our client interactions.
ɽ We achieved net inflows compared
to outflows in the prior year.
ɽ Investment performance remained
competitive and displayed an
improving trend. However, the
investment performance in the final
quarter deteriorated, following the
market correction in February 2022.
ɽ Our current product offering remains
ɽ We have a track record of evolving
ɽ We continued to maintain a diversified
our offering across asset classes to
meet future client demand.
ɽ A number of our recently launched
investment strategies saw positive
flow momentum in the year.
ɽ In contrast, some of our newer Asia
equity strategies suffered some
modest net outflows due to Chinese
market volatility and changes in
client risk appetite during the year.
ɽ We have various other strategies
in the development phase. These
include thematic sustainability
related equity offerings, income
solutions and specialist credit.
asset base across institutional and
advisor clients and saw AUM and net
flow growth in both channels. This is
a reflection of the growing depth of
our global client relationships.
ɽ Institutional net inflows were
generated by the European
(particularly Germany), Asia Pacific
(mainly Australia) and North American
Client Groups.
ɽ Over the year, advisor net inflows
were primarily driven by our South
African and UK Client Groups.
Capture the growth
inherent in our current
capability set
Develop differentiated
strategies, anticipating
client needs
Focus on growth in
professionally intermediated
channels (advisor and
institutional)
Ensure sustainability is at the core of
our business
Continuously invest in our people and
build an intergenerational business
4
13
5
We are committed to positioning our business on the right
side of history.
We take our responsibility as active stewards of client
capital seriously.
We advocate for sustainability across the world by seeking
to contribute to the conversation on sustainable investing.
We aim to inhabit our world better by measuring and
managing the environmental and societal impact of our
own business activities.
We are a people business with a culture that is key to our
long-term success.
We want to recruit and retain world-class talent who are
empowered with the freedom to create, to build a successful,
long-term and intergenerational business for all our stakeholders.
ɽ During the year, our stable, experienced and highly-skilled
staff complement showed significant commitment.
• The total staff shareholding in Ninety One increased
to 25.4%, demonstrating our continuing owner culture
and the long-term commitment of our people.
• Staff turnover increased over the financial year,
but remained in line with the historic trends.
ɽ Building talent density remained a priority with a number
of significant hires made during the year. Furthermore, our
succession-planning efforts during the year reflected
our desire to build a truly intergenerational business.
ɽ This year saw much greater office attendance following
the most intense periods of the pandemic and as we remain
committed to being a people-centric organisation where
the office remains the centre of gravity.
• Our organisation development team undertook
a project to re-articulate our culture involving 37 in-
person workshops with the majority of our employees.
Our Founder and Chief Executive Officer personally
attended over half of the sessions.
The workshops allowed our employees to reconnect
and enabled multiple opportunities to gather staff
feedback after a difficult time through the pandemic.
ɽ We continued to actively communicate with our people
including regular staff communications, staff socials
and leadership and team offsites, which have all helped
preserve and perpetuate the unique culture of the
business among our people.
ɽ We continued to advance our sustainability drive by
launching the next phase of our sustainability activities
– ‘Sustainability 3.0’.
ɽ To ensure alignment and oversight of all sustainability
initiatives at Ninety One, we created a new role and appointed
our first Chief Sustainability Officer.
ɽ Further progress was made under the ‘Invest’ pillar, including:
• Developing our range of investment solutions that focus
on the energy transition and sustainability more broadly.
• Developing a firm-wide framework for transition-plan
assessment.
• Set strategic engagement priorities across investment
teams, including prioritising engagements with highest
emitters.
• Further improved carbon and climate data to better
understand exposure and transition pathways.
ɽ Progress was made in our ‘Advocate’ pillar, including:
• Establishing a powerful advocacy position around the need
to focus on actual decarbonisation and an equitable
transition for emerging markets.
• Becoming a signatory to the updated UK Stewardship Code.
• Joining the ASCOR project to develop an assessment
framework to measure the climate change governance
and performance of sovereigns.
• Participating in the transition financing workstreams
of both GFANZ and the SMI.
ɽ Progress was made in our ‘Inhabit’ pillar, including:
• Purchased and retired 11,000 carbon credits with respect
to Ninety One’s Scope 1, 2 and 3 (category 6) emissions.
• Committing to targets aligned to Science Based Targets
Initiative for Scope 1 and 2 emissions.
• Funding more than 60 students and 10 research projects
through the Changeblazers programme in South Africa.
• Enabling all our staff to use Giki Zero to monitor their
personal carbon footprint while providing education
on sustainability.
Strategic ReportGovernanceFinancial StatementsAdditional Information Tracking our Strategic Progress
14
Our key performance indicators
(“KPIs”) enable us to monitor our
progress towards our strategic
priorities.
Methodology
We track our progress using three financial KPIs. These are
key drivers of value creation.
In relation to non-financial KPIs, the Board periodically
identifies non-financial indicators which are aligned with
Ninety One’s short-term and long-term objectives. While
the specific non-financial KPIs may change over time,
these will always emphasise a focus on people and culture,
risk management and conduct, as well as relationship
outcomes and reputation.
Key
Strong achievement
Expected achievement
Limited achievement
Investment performance
82%
68%
55%
2020
2021
2022
Definition
3-year firm-wide investment
outperformance calculated as
the sum of the total market
values for individual portfolios
that have positive active
returns on a gross basis,
expressed as a percentage
of total AUM.
Why it’s important
Investment performance
is at the core of our proposition
to clients.
Progress in the year
ɽ The investment performance
improved strongly throughout
most of the financial year.
Unfortunately the market
volatility that resulted from the
Russian invasion of Ukraine in
February 2022 affected that
picture negatively.
ɽ Our long-term investment
performance remains
competitive, supporting our
confidence in our investment
processes and demonstrating
the expertise of our investment
teams to navigate challenging
and fast-moving markets.
See the Chairman and Chief Executive Officer’s
Statement on pages 8 to 11 for more information.
Adjusted EPS
Net flows
16.1p
17.0p
19.2p
Why it’s important
Adjusted EPS measures
the value generated for
shareholders.
£6.0bn
£5.0bn
Why it’s important
Net flows indicate client support
and market relevance.
Progress in the year
ɽ Adjusted EPS increased by
13% in the year driven by
organic growth.
ɽ The business did not issue any
new shares during the year.
(£0.2bn)
2020
2021
2022
Definition
New funds from clients less
funds withdrawn by clients,
with any duplication removed.
2020
2021
2022
Definition
Profit attributable to ordinary
shareholders, adjusted to
remove non-operating items,
divided by the number of
ordinary shares in issue.
Progress in the year
ɽ Net flows were significantly
up from the prior year due to
improvements in client risk
appetite and competitive
investment performance,
especially in the first half of
the year.
ɽ Our product offering has
remained client relevant and
diverse across asset classes
and investment styles to suit
varying client needs. We also
remain well-positioned for
future client demand and
growth, reflected through
good flow traction into some
of our more recently launched
strategies (for example, in
thematics).
See the Financial Review section on pages 42 to 48 for
more information.
See the Chairman and Chief Executive Officer’s
Statement on pages 8 to 11 for more information.
Ninety One Integrated Annual Report 2022 Key employee retention and
succession planning
Commitment to sustainability
15
Definition
The retention and
continued development
of the leadership team.
Why it’s important
Ninety One is a people business.
The stability of its leadership team
has a direct impact on the firm’s ability
to attract and retain AUM and to
develop its human capital for the
long term.
Progress in the year
ɽ In line with the wider industry, our
staff turnover increased over the
year, following the disruption
caused by the pandemic but the
overall level remains within the
long-term historic range, and
there were no senior leadership
departures. This reflects our ability
to maintain workforce stability
and retain key employees.
ɽ We have focused our succession
planning efforts on building the
‘bench strength’ within our senior
leadership, standing us in good
stead for the future.
ɽ The Ninety One total staff
shareholding increased to
25.4%, signalling the long-term
commitment of our people
to Ninety One.
Definition
The progress against
objectives identified
by the Board from time
to time under the firm’s
sustainability framework.
Why it’s important
From the start, Ninety One has
been committed to investing for a
better tomorrow. Commitment to
sustainability is part of who we are.
Progress in the year
ɽ We continued to advance our
sustainability drive by launching
the next phase of our sustainability
activities – ‘Sustainability 3.0’
– which concentrates on
implementing our approach
in terms of real-world impact.
ɽ Significant progress was made
under our Invest, Advocate
and Inhabit framework.
ɽ The role of Chief Sustainability
Officer was created during the
past year to provide focused
leadership on this front and
firmwide alignment on all matters
relating to sustainability.
See the Sustainability section on pages 26 to 40 for
more information.
Relationships and reputation
Strategic progress
Definition
The development of
quality relationships
alongside a strong brand.
Why it’s important
The quality of Ninety One’s
relationships, together with a
culture of good conduct and risk
management, informs our brand and
bolsters our reputation. This is a
source of competitive advantage.
Progress in the year
ɽ This was a year of intense client
engagement where we continued
to focus on delivering excellent
client service.
ɽ It was also a year of in-person staff
re-engagement after various and
prolonged periods of remote
working.
ɽ Our continued support of
employee-driven initiatives and
disaster-relief initiatives in South
Africa exemplified how Ninety One
has put culture and purpose at the
heart of the organisation.
ɽ A number of Ninety One’s
regulators conducted routine
audits and inspections during the
past year without any material
issues being raised.
Why it’s important
The achievement of our strategic
objectives will drive the future growth
of Ninety One.
Progress in the year
ɽ Ninety One has strategic clarity
and has made progress against
our strategic objectives.
ɽ The business demonstrated its
ability to execute its strategy well
and deliver results in a volatile
environment.
ɽ Some strategic initiatives did not
progress as much as planned
during the year. Continued travel
restrictions to certain parts of the
world or market conditions towards
the end of the reporting period
impeded the pursuit of certain
objectives.
Definition
The progress against
strategic priorities
specifically identified by
the Board. This could
include growth initiatives
in respect of new
products, strategies or
geographies.
See the Our Strategy section on pages 12 to 13
for more information.
Strategic ReportGovernanceFinancial StatementsAdditional Information Our Stakeholders
16
Our clients
Our people
Our shareholders
Society and environment
Who are they?
We serve institutional and advisor clients who have entrusted
Ninety One with their money.
The people who have chosen to work at Ninety One and who meet our
high standards.
Institutional and individual investors in Ninety One from around
the world.
This includes private and public sector pension funds, sovereign
wealth funds, central banks, insurers, wealth managers, private and
retail banks and independent advisers. Ultimately, we serve the
individual savers who reach us through intermediated channels.
Why we engage?
Our clients are at the centre of what we do as a business. They always
come first. The long-term success of Ninety One depends on our
ability to respond to our clients’ needs and assist them to meet their
long-term financial objectives.
We are a people business with a culture that is vital to our long-term
success. Our continued success depends on our ability to attract
talent, encourage skills development and talent density, and enable
our people to remain committed to our clients and business.
Our people have an expectation to feel proud of where they
work, enjoy the work they do, be appropriately rewarded for their
commitment, and have the freedom to be themselves within a
team context.
How we engaged in FY 2022
Client engagement over the first half of the financial year remained
virtual due to travel restrictions and social distancing requirements.
As the restrictions lifted in the second half, we welcomed the ability
to meet with some of our clients face-to-face again.
Our priority has been the care and wellbeing of our people and
continued support throughout the pandemic. With the lifting of
restrictions, we welcomed people back into our offices and embraced
the face-to-face interaction.
Engagement over the year:
Regular staff engagement included:
ɽ Regular client webinars covering a broad range of topics, reaching
a global audience.
ɽ Round-table discussions and smaller in-person group sessions
restarted in the second half of the year.
ɽ Key topics that resonated with our clients over the year included
sustainability and in particular climate change.
ɽ Daily team discussions and engagements with line managers.
ɽ Quarterly investment team updates to all staff.
ɽ 37 in-person culture workshops, aimed at re-energising and
reinvigorating our people following the period of largely virtual
engagement.
ɽ A first hybrid all-staff update with a physical meeting in London,
ɽ Regular one-to-one client interactions with relevant investment
and a live webcast reaching other regions.
teams.
ɽ Our 30-year anniversary events in London and Cape Town were
well attended by clients.
ɽ The Board (and its relevant subcommittees) regularly receives and
discusses information on our investment performance, client net
flows, client engagement activities and related risks. This enables
the Board to have effective oversight of the experience and
service levels received by our clients and identify any issues
of concern.
ɽ The Board received regular feedback from the Executive Directors
on client engagement activities throughout the year in the interest
of ensuring good service standards were maintained.
ɽ Leadership initiatives to support talent development.
ɽ Structured and on-the job training programmes are also in place
to support the development of all employees.
ɽ Opportunity to celebrate with our people face-to-face for the first
time since being independently listed, with two 30-year anniversary
events in London and Cape Town.
ɽ Two workforce engagement forums in the UK, with the designated
Non-Executive Director responsible for the workforce engagement,
targeting a broad group of employees. Feedback from the
discussions was provided to the Board.
ɽ The Board (and its relevant subcommittees) regularly receives and
discusses information on our people developments, including new
hires, departures, talent reviews, training, diversity, remuneration
and people initiatives (including health and wellbeing). This enables
the Board to have effective oversight of talent development,
retention and any concerns relating to staff.
ɽ Some Directors have directly engaged with employees across
the firm, discussing a wide range of topics including sustainability,
strategy, risk and operations, among others.
ɽ The Board satisfied themselves on the continued levels of staff
support and workforce engagement over the year.
ɽ As we started to return to the office, senior leadership has focused
on being available in communal spaces for informal conversation
with all staff. Our office restaurants and ‘Ninety One Active’ events
helped to re-establish informal in-person contact across the
organisation.
See the Our Clients section on page 23
for further details.
See the Our People and Culture section on pages 18 to 22
for further details.
See the Our Shareholders section on pages 24 to 25
See the Sustainability section on pages 26 to 40
for further details.
for further details.
The regions, countries and communities in which Ninety One
operates. This includes regulators, policymakers, competitors,
suppliers and wider society.
The continued support of our shareholders is key to our long-term
We are committed to positioning our business on the right side
success.
of history.
Our shareholders seek attractive financial returns from Ninety One.
Our societies and wider environment expect us to operate with
They also expect robust governance practices and responsible
integrity and contribute to a more sustainable world.
corporate citizenship.
Shareholder support depends on a combination of good results and
societies in which we operate. We support communities and the
active engagement with shareholders. At Ninety One we respect the
natural world in line with our wider purpose.
The long-term success of Ninety One depends on the goodwill of the
advice and input from our diverse shareholder base.
During the year, we maintained a comprehensive programme of
We continued to conduct our business and operations as responsible
investor engagement:
citizens. This included:
ɽ Investor relations and the Executive Directors conducted individual
and group meetings with large shareholders and other investors
and participated in a number of conferences in order to reach a
wider investor base.
ɽ Significant shareholder engagement ahead of the 2021 AGM
resulted in strong support for all resolutions.
ɽ Specific engagement with the top shareholders regarding the
announced distribution of Ninety One shares by our second
largest shareholder, Investec.
ɽ A governance roadshow conducted by the Chairman and Senior
Independent Director with large institutional shareholders to
discuss governance matters and gather independent feedback.
ɽ The Board (and its relevant subcommittees) regularly receives and
discusses information on overall business performance, including
financial results and internal forecasts. In addition, it receives
external information, including shareholder details, shareholder
feedback, analyst views and estimates. This enables the Board
to have effective oversight of the business’s overall financial
performance, stability and value-creation potential and to
identify any possible areas of concern for shareholders.
ɽ All shareholders are encouraged to ask questions at the AGM,
attended by all Directors.
ɽ A full year dividend of 14.6 pence was proposed.
ɽ Various initiatives, including attendance and active participation at
COP26, advocating for fair and just transition. Ninety One is an
active participant of the GFANZ, the SMI, the Institutional Investor
Group on Climate Change and the Climate Bond Initiative. We are
founding supporters of the Impact Investment Institute and a
member of the National Business Initiative in South Africa.
ɽ Extensive engagement with high emitters to achieve 1.5 degree
aligned transition plans.
ɽ Ninety One was a lead sponsor of the Tusk Conservation Awards
hybrid event, with c.350 physical attendees and a virtual audience
ɽ Various employee sustainability-focused initiatives, including
partnering with Giki Zero to help staff monitor and reduce individual
of c.9,000.
carbon footprints.
ɽ 60 students supported by our Changeblazers programme.
ɽ Selected investment professionals completing the Imperial College
training on sustainable investing.
ɽ Various charity fundraising initiatives.
ɽ Regular engagement with our suppliers, with the Board discussing
updates to key supplier relationships.
ɽ The Board (and its relevant subcommittees) receives and discusses
information on wider business activities, including details on
stakeholder engagement, policy obligations, risk assessments and
regulatory developments and requirements. This enables the Board
to have effective oversight of the overall positioning of the business
relative to the expectations of various important stakeholders
encompassing our local communities and the wider world.
ɽ A significant proportion of Director’s time was spent on
sustainability, with all Directors participating in the presentation
by Imperial College on climate change.
Ninety One Integrated Annual Report 2022 Our clients
Our people
Our shareholders
Society and environment
17
We serve institutional and advisor clients who have entrusted
The people who have chosen to work at Ninety One and who meet our
Ninety One with their money.
high standards.
Institutional and individual investors in Ninety One from around
the world.
The regions, countries and communities in which Ninety One
operates. This includes regulators, policymakers, competitors,
suppliers and wider society.
The continued support of our shareholders is key to our long-term
success.
We are committed to positioning our business on the right side
of history.
Our shareholders seek attractive financial returns from Ninety One.
They also expect robust governance practices and responsible
corporate citizenship.
Shareholder support depends on a combination of good results and
active engagement with shareholders. At Ninety One we respect the
advice and input from our diverse shareholder base.
Our societies and wider environment expect us to operate with
integrity and contribute to a more sustainable world.
The long-term success of Ninety One depends on the goodwill of the
societies in which we operate. We support communities and the
natural world in line with our wider purpose.
During the year, we maintained a comprehensive programme of
investor engagement:
ɽ Investor relations and the Executive Directors conducted individual
and group meetings with large shareholders and other investors
and participated in a number of conferences in order to reach a
wider investor base.
ɽ Significant shareholder engagement ahead of the 2021 AGM
resulted in strong support for all resolutions.
ɽ Specific engagement with the top shareholders regarding the
announced distribution of Ninety One shares by our second
largest shareholder, Investec.
ɽ A governance roadshow conducted by the Chairman and Senior
Independent Director with large institutional shareholders to
discuss governance matters and gather independent feedback.
ɽ The Board (and its relevant subcommittees) regularly receives and
discusses information on overall business performance, including
financial results and internal forecasts. In addition, it receives
external information, including shareholder details, shareholder
feedback, analyst views and estimates. This enables the Board
to have effective oversight of the business’s overall financial
performance, stability and value-creation potential and to
identify any possible areas of concern for shareholders.
ɽ All shareholders are encouraged to ask questions at the AGM,
attended by all Directors.
ɽ A full year dividend of 14.6 pence was proposed.
We continued to conduct our business and operations as responsible
citizens. This included:
ɽ Various initiatives, including attendance and active participation at
COP26, advocating for fair and just transition. Ninety One is an
active participant of the GFANZ, the SMI, the Institutional Investor
Group on Climate Change and the Climate Bond Initiative. We are
founding supporters of the Impact Investment Institute and a
member of the National Business Initiative in South Africa.
ɽ Extensive engagement with high emitters to achieve 1.5 degree
aligned transition plans.
ɽ Ninety One was a lead sponsor of the Tusk Conservation Awards
hybrid event, with c.350 physical attendees and a virtual audience
of c.9,000.
ɽ Various employee sustainability-focused initiatives, including
partnering with Giki Zero to help staff monitor and reduce individual
carbon footprints.
ɽ 60 students supported by our Changeblazers programme.
ɽ Selected investment professionals completing the Imperial College
training on sustainable investing.
ɽ Various charity fundraising initiatives.
ɽ Regular engagement with our suppliers, with the Board discussing
updates to key supplier relationships.
ɽ The Board (and its relevant subcommittees) receives and discusses
information on wider business activities, including details on
stakeholder engagement, policy obligations, risk assessments and
regulatory developments and requirements. This enables the Board
to have effective oversight of the overall positioning of the business
relative to the expectations of various important stakeholders
encompassing our local communities and the wider world.
ɽ A significant proportion of Director’s time was spent on
sustainability, with all Directors participating in the presentation
by Imperial College on climate change.
See the Our Clients section on page 23
for further details.
See the Our People and Culture section on pages 18 to 22
for further details.
See the Our Shareholders section on pages 24 to 25
for further details.
See the Sustainability section on pages 26 to 40
for further details.
Who are they?
This includes private and public sector pension funds, sovereign
wealth funds, central banks, insurers, wealth managers, private and
retail banks and independent advisers. Ultimately, we serve the
individual savers who reach us through intermediated channels.
Why we engage?
Our clients are at the centre of what we do as a business. They always
We are a people business with a culture that is vital to our long-term
come first. The long-term success of Ninety One depends on our
success. Our continued success depends on our ability to attract
ability to respond to our clients’ needs and assist them to meet their
talent, encourage skills development and talent density, and enable
long-term financial objectives.
our people to remain committed to our clients and business.
Our people have an expectation to feel proud of where they
work, enjoy the work they do, be appropriately rewarded for their
commitment, and have the freedom to be themselves within a
team context.
Our priority has been the care and wellbeing of our people and
continued support throughout the pandemic. With the lifting of
restrictions, we welcomed people back into our offices and embraced
the face-to-face interaction.
Regular staff engagement included:
How we engaged in FY 2022
Client engagement over the first half of the financial year remained
virtual due to travel restrictions and social distancing requirements.
As the restrictions lifted in the second half, we welcomed the ability
to meet with some of our clients face-to-face again.
Engagement over the year:
a global audience.
ɽ Regular client webinars covering a broad range of topics, reaching
ɽ Daily team discussions and engagements with line managers.
ɽ Round-table discussions and smaller in-person group sessions
restarted in the second half of the year.
ɽ Quarterly investment team updates to all staff.
ɽ 37 in-person culture workshops, aimed at re-energising and
reinvigorating our people following the period of largely virtual
ɽ Key topics that resonated with our clients over the year included
engagement.
sustainability and in particular climate change.
ɽ A first hybrid all-staff update with a physical meeting in London,
ɽ Regular one-to-one client interactions with relevant investment
and a live webcast reaching other regions.
teams.
ɽ Our 30-year anniversary events in London and Cape Town were
well attended by clients.
ɽ The Board (and its relevant subcommittees) regularly receives and
discusses information on our investment performance, client net
flows, client engagement activities and related risks. This enables
the Board to have effective oversight of the experience and
service levels received by our clients and identify any issues
of concern.
ɽ The Board received regular feedback from the Executive Directors
on client engagement activities throughout the year in the interest
of ensuring good service standards were maintained.
ɽ Leadership initiatives to support talent development.
ɽ Structured and on-the job training programmes are also in place
to support the development of all employees.
ɽ Opportunity to celebrate with our people face-to-face for the first
time since being independently listed, with two 30-year anniversary
events in London and Cape Town.
ɽ Two workforce engagement forums in the UK, with the designated
Non-Executive Director responsible for the workforce engagement,
targeting a broad group of employees. Feedback from the
discussions was provided to the Board.
ɽ The Board (and its relevant subcommittees) regularly receives and
discusses information on our people developments, including new
hires, departures, talent reviews, training, diversity, remuneration
and people initiatives (including health and wellbeing). This enables
the Board to have effective oversight of talent development,
retention and any concerns relating to staff.
ɽ Some Directors have directly engaged with employees across
the firm, discussing a wide range of topics including sustainability,
strategy, risk and operations, among others.
ɽ The Board satisfied themselves on the continued levels of staff
support and workforce engagement over the year.
ɽ As we started to return to the office, senior leadership has focused
on being available in communal spaces for informal conversation
with all staff. Our office restaurants and ‘Ninety One Active’ events
helped to re-establish informal in-person contact across the
organisation.
Strategic ReportGovernanceFinancial StatementsAdditional Information Our People and Culture
18
People are at the heart of
Ninety One, and we are a human
capital business. Without a
motivated and talented work
force, we cannot serve our
clients appropriately.
Our people around the world
Africa
UK and Europe
51%
41%
Asia Pacific
Americas
4%
4%
We are committed to providing our people with a safe and
stimulating place to work and supporting them in achieving
their full potential. We want our people to be proud of
Ninety One, enjoy the work they do and have the freedom
to be themselves within a team-oriented culture.
The COVID-19 pandemic has changed the way we work
and it has highlighted the importance of our office spaces,
which form an integral part of our culture that fosters
collaboration and inclusion.
Although remote working is an important part of a flexible
work environment, we were pleased to welcome our
people back to the office and enjoyed the collaboration
and interaction it brought. We were able to celebrate our
30-year anniversary with them through various initiatives
in our offices, including an in-person event in London in
November 2021 and one in Cape Town in March 2022,
where we were joined by South Africa’s President,
Cyril Ramaphosa, as our guest of honour.
Freedom to create
Our philosophy of success
One of the main tenets of, and the philosophy behind,
our culture, is the concept of freedom to create. This
means that we strongly believe in giving individuals
the freedom to be themselves. We are creating a
culture where we can collectively achieve better
results, without sacrificing our individual selves,
characters and personalities. We believe that people
perform best when they are liberated to pursue their
passions and interests. Freedom to create is a crucial
driver of diversity in our business as it is only through
the expression of individuality and unique potential
that we can be truly diverse.
Results and relationships
Our measure of success
We insist on results but not at the expense of the
human spirit. Relationships matter and we balance
relentless drive with decency. Strong relationships
support an environment where all people feel
respected and have a fair opportunity to develop
themselves and others and contribute to the success
of our business. We expect people to perform both
on the results they deliver and the quality of their
relationships with each other, and our external
stakeholders.
Ninety One Integrated Annual Report 2022 19
Our culture
Our strong culture is the cornerstone of who we are and
what differentiates Ninety One.
Since we started in 1991, we have built upon a foundation
of entrepreneurship. Our people have the freedom to be
themselves, facilitating the combination of individual
expression with collective ambition and team discipline.
This is the foundation for our pursuit of enduring investment
outperformance and outstanding client service. Above all,
our culture embodies our overriding value – to do the right
thing. This one overriding value is the foundation of our
culture and informs every decision that our people make,
as well as our strong sense of purpose. Last year, we
identified nine key spheres in which we can articulate the
purpose and relevance of this simple value, and the
expectations we place on ourselves.
Those nine areas encompass our business and all our
stakeholders, and they also highlight the importance
of individuals’ wellbeing and that of their families.
See the detail on our values on page 5.
These expectations are not new, they have been fostered
over many years. However, we have replaced our Global
Code of Ethics with a ‘do the right thing’ attestation and are
asking each member of staff to attest to it as part of their
annual declarations. Collectively, we insist on results and
excellence but not at the expense of the human spirit.
We aim to be successful and decent at the same time.
Our people are what makes our culture unique. We felt that
after the extended periods of virtual working through the
pandemic, we wanted to reconnect with our people and
hear their feedback. Over the second half of the financial
year, our human capital team undertook a project to
re-articulate our culture and reinvigorate our people.
This involved 37 in-person workshops, facilitated by our
organisation development team, with over 900 of our
employees. Our Chief Executive Officer personally
attended over half of them allowing him to reconnect with
the Ninety One community. The team was able to gather
real-time feedback from our employees and understand
and respond to queries and concerns quickly and directly.
The feedback was valuable and confirmed high levels
of engagement across the business, as well as good
understanding of our culture.
Wellbeing
Ninety One Wellbeing is focused on developing an
inclusive and supportive work environment that
encourages growth for the long term by tending to
our mental, financial and physical wellbeing.
Mental wellbeing: We proactively promote mental
wellbeing as we believe that it ensures that our employees
can thrive in the workplace and ensure they reach their full
potential. We also aim to reduce the stigma associated with
mental health. We run regular mental health awareness
campaigns and host talks by subject-matter experts
throughout the year to improve awareness of the triggers
that impact mental wellbeing. All staff have access to our
employee assistance programmes along with access to
our in-house clinical psychologist. We also offer a free
annual subscription to a mindfulness/meditation
application for all staff.
Physical wellbeing: Our Ninety One Active team regularly
organises events, discounts and offers to promote physical
activity. Over the year, the team has facilitated various
events including a popular weekly hike in Cape Town and a
run and cycle club in London, in line with local restrictions.
Financial wellbeing: We want to equip our employees
with the knowledge to retire with dignity. We offer various
financial workshops covering a range of relevant topics
throughout the year. We also offer exclusive rates for our
staff and their families when they invest in Ninety One funds.
In addition to our wellbeing programmes, we have a range
of firm-wide policies in place to ensure that our employees
work in a safe and healthy working environment.
These include:
ɽ Global Health and Safety Policy: we provide and
maintain a safe working environment across all our
offices, to promote welfare and mental wellbeing.
ɽ Whistleblowing Policy: we encourage our employees
to speak up in the event they become aware of
malpractice either within Ninety One or at any of
its counterparties or clients via a third-party
hotline provider.
Strategic ReportGovernanceFinancial StatementsAdditional Information 20
Our People and Culture
Workforce engagement and
organisation development
Our organisation development team is focused on the
evaluation, assessment, and maintenance of our culture.
The team is also responsible for leadership development,
team development, coaching, offsites and bespoke
interventions. We use various methods to evaluate how
engaged and motivated our workforce is. While we
periodically engage in staff surveys to assess specific
initiatives, the organisation development team is
methodical and systematic in the mechanisms that
are used to assess our culture.
Colin Keogh is the designated Non-Executive Director
responsible for gathering workforce feedback. Colin and
the Workforce Engagement Forum (the “Forum”) engage
directly with employees in the UK with respect to key issues
relating to the business and report the findings and relevant
feedback back to the Board. Feedback from the Forums
showed that staff felt valued and supported by the Ninety
One’s actions through the pandemic and that the move to
home working was seamless. Other topics of discussion
included Ninety One’s approach to hybrid working and the
Board’s view on it, following the lifting of restrictions, as
well as the ability to attract new talent into the business.
The Forum was positive with respect to the transparency
of Ninety One’s strategy.
Reward
We consider remuneration to be an important, but not the
only part of our employee value proposition. It has been
designed to attract, retain and motivate our employees.
It also reinforces the behaviours needed to support
our culture and values. Integral to the determination of
remuneration levels is the commitment to our culture in
the pursuit of excellence for our clients within an effective
risk management environment.
Our remuneration policies, plans, procedures and
practices are clear and transparent. They are designed
and implemented to align employee interests with those
of all stakeholders, including our shareholders and clients,
and to support the long-term success of our business.
As part of our commitment to building a long-term,
sustainable business and supporting our owner culture,
Ninety One promotes and encourages staff ownership. We
operate a range of staff share schemes to facilitate equity
participation for our people. Awards under these schemes
are subject to deferral periods as well as malus and
clawback provisions, in line with those that apply to
deferred bonus awards.
To further encourage employee ownership of Ninety One,
we also operate an HMRC-approved share incentive plan,
which is available to most of our UK employees.
For further information on our remuneration, see pages 85 to 86.
Talent development
At Ninety One we seek extraordinary performance from
our employees. The culture of ‘freedom to create’ forms the
cornerstone of our approach to professional development.
We strive to create an environment in which people are
liberated to perform to their full potential – an environment
in which each person and team is given the space and
freedom to realise their potential in service of our clients.
We expect our employees to drive their individual
development within the parameters of our organisational
objectives.
Regulatory training
At Ninety One, all employees are required to take part in our
annual compliance training programmes. In addition to this,
continuing education comprises a wide range of activities
including courses run by regulatory bodies and other
specialist providers, technical updates from external law
firms and trade bodies and technical reading and research
on regulatory consultation papers, legislation, guidance
and rules.
The global compliance team also runs ad-hoc sessions on
topical matters and projects as they arise. Any procedural
changes due to regulatory changes are implemented by
the compliance team as part of the monitoring programme.
Professional qualifications
We are committed to maximising the potential of our
employees through professional educational and skills
development. We also believe that continued professional
development opportunities are key to attracting and
retaining high-quality employees. Our high retention rates
are a testament to this, and result in an average tenure
of over 15 years for our senior leadership group.
All our permanent employees and long-term contractors
are eligible for assistance in their learning and development
efforts. Employees can attain a range of professional
qualifications (such as the CFA), as well as other
professional role-related qualifications.
We offer generous study leave for employees.
Ninety One Integrated Annual Report 2022 21
Our diversity and inclusion framework
We apply our diversity principles practically through this
framework using the following four key areas of focus.
1.
Commitment and accountability of our senior
leadership team
2. Enabling change by embedding diversity in all our
people decisions
3. Measuring our progress so we can challenge
and change
4. Promoting an inclusive work environment
Ethnic diversity
Since our inception in 1991, our focus on growth, an active
‘risk on’ approach and our clear purpose of investing for a
better tomorrow has contributed markedly to Ninety One
playing a significant part in the transformation of South
Africa. We are committed to transformation, not only within
our business but in the broader financial service sector
as well. Diversity is essential for any organisation’s ability
to compete, adapt and remain relevant in a world
where client needs are constantly evolving, and new
competitors emerge.
With regards to Black Economic Empowerment in South
Africa, we published our second Employment Equity Report
over the year. Ninety One and its Employment Equity Forum
are committed to observing the provisions of the
Employment Equity Act.
The Financial Sector Code in South Africa provides a
benchmark against which we determine our Broad-Based
Black Economic Empowerment (“B-BBEE”) rating. In terms
of our B-BBEE scorecard for 2021/2022, Ninety One was
promoted to a Level 1 Contributor under the new FSC
codes. This follows seven consecutive years of achieving
a B-BBEE level 2 contribution. We have substantially
transformed the employee profile of our organisation.
Our black staff representation in South Africa has
increased from 50% in 2014 to 64% in 2021.
Leadership Development
Leadership Development is a key input to the long-term
success of our business. We believe that leadership takes
place within the context of our unique culture, and
therefore leading at Ninety One is always focused on both
Relationships and Results. Our Leadership Development
programme is internally led by our organisation
development team and is structured over three
modules: Emerge, Connect and Lead.
In addition to our structured Leadership Development
programme, our philosophy of learning is that it is on-the-
job experience that allows our leaders to grow into their
roles. We believe that ‘learning by doing’ is the primary way
to develop. Our organisation development team also
provides structured support to our leaders through
coaching, facilitation at team and leadership offsites,
and developmental conversations.
Diversity and inclusion
Doing the right thing is part of our cultural identity and
underpins everything we do at Ninety One. We know that
diversity and inclusion make great business sense. Having
diverse views, thoughts and perspective creates a
competitive edge and we also want our company to
reflect the communities in which we operate. Diversity and
inclusion are about doing the right thing for our clients,
shareholders, our people and the communities in which
we operate. At Ninety One, we do not tolerate racism
or harassment.
Workplace equality
At the core of our values is the respect for the dignity and
worth of the individual, which is reflected in our Equality
and Dignity at Work policies. Our imperative is to attract
and retain the best talent by providing a corporate
environment where people from varying backgrounds
can develop professionally and build a rewarding career.
We want everyone to have the opportunity to build a
successful career and to thrive in a collaborative work
environment. At the same time, we want to ensure equal
and respectful treatment for all our employees. This
includes additional support for disabled employees and
their needs.
In addition to this, we have established our own set of
diversity principles (available on our website) and created
a framework for our ongoing journey that translates into
four key areas.
Strategic ReportGovernanceFinancial StatementsAdditional Information Our People and Culture
22
Gender diversity
We are working to create a more balanced organisation
and are pleased to report a positive trend of women
progressing through the firm.
Employee networks
Our internal networks are essential for creating an inclusive
and supportive environment for our people.
Inspire is a network created by women for women
at Ninety One. It enables the exchange of knowledge
and experiences to improve opportunities for career
success; collaborates with the business to impact
Ninety One’s diversity and inclusion agenda; and
advocates for continued progress.
Proud is Ninety One’s LGBT+ network which is
designed to create an internal community for our
LGBT+ colleagues and their allies. Proud is focused
on developing and promoting an inclusive work
environment, where people who identify as LGBT+
are free to be themselves, and to attract and retain
the best talent regardless of their sexual orientation
or gender identity.
Belong is a grassroots employee-led network
focused on the recruitment, retention and
representation of black talent. The network has
set out to create a further-enhanced inclusive
environment where black professionals can
thrive in an equal-opportunity environment.
Ninety One is a signatory of the Women in Finance Charter
and committed to achieving a target of 30% women in
senior leadership by 2023. When we signed up to the
Charter in 2018, we had 26% female representation in our
global senior leadership and this has increased to 31% in
2021. We continue to build on our progress and are now
proactively working towards a new target of 35% female
representation in our senior leadership by 2024. Our senior
executives’ pay is linked to the delivery of this target.
Alongside our senior female leadership target, we strive
for a diverse representation on our Boards and are pleased
that 50% of our Board of Directors is female.
In line with the UK regulatory requirements, we report our
UK Gender Pay Gap annually. The latest report is available
on our website.
Gender diversity
Board
Executive management
50%
33%
50%
Senior management1
All staff
31%
Male
Female
69%
48%
67%
52%
1. Senior management as per Women in Finance Charter submission.
Ninety One Integrated Annual Report 2022 Our Clients
23
We work with asset owners
and intermediaries from all over
the world, predominantly in the
institutional and advisor markets.
Our institutional clients include some of the world’s largest
private and public sector pension funds, sovereign wealth
funds, central banks, insurers, corporates and foundations.
Our advisor clients include wealth managers, private and
retail banks, and independent advisers.
Our client proposition
Ninety One is a global asset manager with emerging
market roots and a commitment to developing specialist
investment capabilities organically. Our 31-year journey as
a firm, unique culture, long-term commitment to our
people, and substance-centred approach to sustainability
bring a different perspective to the portfolios we manage.
As active and responsible investors, we manage our clients’
money to meet their long-term financial objectives. If
we do this well, we add meaningful value and create the
opportunity to retain and grow our client relationships.
Client engagement
With the lifting of COVID restrictions in many regions, we
welcomed the return of face-to-face client interaction and
the hosting of in-person meetings and events. We are now
able to start optimising our client engagements for the
best of both the virtual and the physical worlds. It will
take some time to find the perfect balance but our early
experience is that re-establishing in-person contact will
be key over the next year. Virtual access and engagement
have significantly widened our reach and we are using this
to very good effect in the early stages of relationship
development and in progressing specific opportunities.
Helping clients think about and address the question of
sustainability and particularly climate in their portfolios
has been a key topic for us in our engagements. Our
work on net-zero pathways and the impact of net-zero
commitments on emerging markets, embracing fairness,
and a common but differentiated approach, has found
a unique space in the climate conversation. We are
pragmatic and committed but do not shy away from the
difficult topics, including the necessary financing of the
heavy emitter economy and company transitions. With the
world still only at the start of its journey towards net zero,
we believe this to be an important conversation for the
foreseeable future. Ninety One’s team have been active
participants on many industry platforms and within several
key working groups that are focused on industry initiatives
to tackle this very complex but important issue.
Though the worst disruptions of the pandemic appear to
be behind us, the outlook for investors remains challenging.
The Russia-Ukraine conflict has further clouded an already
uncertain macro backdrop, amid continuing coronavirus
concerns in some parts of the world, persistent inflation
and associated cost pressures in many sectors, a shift
into an interest-rate hiking cycle, and ongoing (in some
instances, worsening) supply-chain disruptions. We will
stay in close touch with our clients to help them navigate
these and other issues in the year ahead.
We expect that the future of emerging markets as a
long-term investment opportunity will begin to receive
increasing attention from asset owners. With our emerging
market credentials, we intend to be active participants in
this conversation.
Supporting our clients
In addition to positive investment outcomes, we seek to
support our clients by providing outstanding client service
and by participating in an active dialogue on the issues that
matter to them.
AUM by Client Group
AUM by client type
United Kingdom
19%
Africa
Europe
Americas
Asia Pacific1
39%
12%
12%
18%
Advisor
Institutional
34%
66%
AUM as at 31 March 2022.
1. Asia Pacific includes Middle East.
Strategic ReportGovernanceFinancial StatementsAdditional Information Our Shareholders
24
At Ninety One, we recognise that
our shareholders are essential
for the sustained success of
our business, and we appreciate
their support.
Our approach to shareholder engagement
The Board values the importance of an active engagement
programme and we are continuously looking to improve
our engagements to build and develop open and trusted
relationships with our shareholders.
The investor relations team has a primary responsibility
for ensuring that all market participants have access
to timely and relevant information. The team regularly
engages with analysts and current and prospective
shareholders to help them understand our business,
strategy and financial prospects.
The Board receives regular updates through briefings and
reports from the investor relations team, Chief Executive
Officer and Finance Director on key market developments,
investor sentiment and shareholder feedback.
Top shareholders
Ninety One operates under a dual-listed structure, with
shares in Ninety One plc and Ninety One Limited having
equal economic and voting rights.
On 18 November 2021, Investec announced their plan to
distribute 15% of their holding in Ninety One to their existing
shareholders. The distribution concluded on 30 May 2022,
resulting in Investec retaining a 10% holding in Ninety One
and some other major shareholders holding a greater
proportion of Ninety One shares.
Additional information on top shareholders in Ninety One plc and
Ninety One Limited is included in the Director’s Report on page 104.
Shareholder value proposition
Significant employee
ownership
Organically and
sustainably built
Emerging market
heritage underpins
growth
Distinctive specialist
active strategies
Superior global reach
given scale
Sophisticated
institutional and
advisor client base
Significant growth
potential across
existing skill sets
Attractive profile
with strong cash
generation
Top DLC shareholders
As at 31 March 2022
Investec
Forty Two Point Two
Allan Gray
M&G Investments
25.0%
23.4%
6.9%
5.5%
Public Investment Corporation 5.3%
Ninety One EBTs
Other
1.9%
32.0%
Ninety One Integrated Annual Report 2022
Individual shareholders
The Ninety One Company Secretary oversees
communication with the individual shareholders.
Further detail on Board engagement with shareholders is detailed
in the Our Stakeholders section on page 17.
25
AGM
Due to continued pandemic restrictions on non-essential
travel and public gatherings, we held our 2021 AGMs in a
hybrid form. The AGM in London combined physical and
electronic meeting, while the AGM in Cape Town was held
electronically, to protect the health and safety of our
shareholders, colleagues and other stakeholders. To increase
shareholder accessibility to the AGM, all shareholders were
able to attend the AGMs electronically and ask questions via
a live portal. Questions received focused on diversity and
equality, climate and environmental issues, and Ninety One
engagement with investee companies. All proposed
resolutions were passed, with shareholder support for
each ranging from 81.96% to 99.99%.
The results of the voting, as well as the minutes from
the 2021 AGM, including the questions and answers
were made available on our website and can be found at
ninetyone.com/en/investor-relations.
Engagement with institutional shareholders
Ninety One maintains a diverse, high-quality institutional
shareholder base. The investor relations team has a primary
responsibility for managing day-to-day communications
with these shareholders and provides support to the
Chairman, Chief Executive Officer, Finance Director and
the Board in conducting a comprehensive engagement
programme.
Hendrik du Toit and Kim McFarland are Ninety One’s
primary spokespeople. Throughout the year, they engaged
extensively with existing and potential new investors during
individual and group meetings and conferences. Due to
ongoing COVID-19 restrictions, all investor and shareholder
meetings over the year were virtual. We are looking
forward to starting face-to-face engagements with
our shareholders in the next financial year.
Senior management meetings were primarily aligned with
the release of our financial results (in May and November
2021) and included discussions on strategic progress,
financial performance, relationship with Investec,
our dividend policy, and capital management.
Presentation material and webcast transcripts are available
on our website at ninetyone.com/en/investor-relations.
In addition, the Chairman and the Senior Independent
Director conducted a virtual governance roadshow (in
February and March 2022) with our largest shareholders.
Discussions focused on various governance-related
matters, including Board and broader workforce diversity,
implementation of the approved Executive Director
remuneration policy, and climate and sustainability matters.
Strategic ReportGovernanceFinancial StatementsAdditional Information 26
We are committed to investing
for a better tomorrow. Sustainability
with substance is at the core
of our business.
nability
Investing for a world of change
Seaweed is a fast-growing marine vegetable that is both a nutritious
food source and – because it is highly efficient at absorbing CO2 –
a valuable carbon sink. Projects are underway to effectively farm
seaweed as a way to sequester carbon without throwing local
ecosystems out of alignment.
Sustain
At Ninety One, we
believe no one should
be left behind in the
drive to net zero.
Strategic ReportGovernanceFinancial StatementsAdditional Information Sustainability
28
Net-zero
transition
plan
We thought long and hard before committing
to net zero. Why? Because there are some
approaches to net-zero investing that would
clean up our portfolios, but leave the world
a dirtier place. Those approaches could
also starve the developing world of the
capital it desperately needs for sustainable
development.
So when we joined the Net Zero Asset
Managers Initiative (“NZAMI”) in June 2021,
we made two commitments: our approach
to cutting emissions will support real-world
decarbonisation; and we will work for a fair
transition that includes emerging markets.
These commitments are the foundation of
our transition plan.
We intend to seek the Science-based
Targets initiative (“SBTi”) validation of Ninety
One’s transition plan once SBTi has finalised
the amendments to its financial services
net-zero methodology.
Ninety One Integrated Annual Report 2022 Our investments
Our business
We have set the following targets for
our investments:
At least 50% of the corporate
emissions (debt and equity) financed
by Ninety One will be generated by
companies with Paris-aligned science-
based transition pathways by 2030.
The proportion of our corporate AUM
covered by Paris-aligned science-
based transition pathways will meet the
SBTi requirements for Ninety One to
obtain a verified SBTi. We calculate
this requirement to be 56% of our
corporate AUM with science-based
transition pathways by 2030.
In practice, we will be engaging actively
with our highest emitters and largest
holdings to maximise the proportion
of our corporate AUM with science-
based transition pathways.
These targets require our investment teams to work
with the highest emitters in their portfolios, aiming to
influence them to develop credible transition plans.
By focusing on the highest emitters, we believe
we can have the largest impact. As at the end of
December 2021, just 24 companies accounted for
50% of the emissions that Ninety One finances
on a Scope 1, 2 and 3 basis. Collectively, they
represented only 5.5% of our total AUM.
To increase our impact on real-world emissions,
we also aim to increase the assets we manage
that are focused on:
ɽ The companies and countries working hardest to
reduce their emissions through robust transition
plans, particularly in emerging markets.
ɽ The solution providers developing products,
services and technologies that contribute
to halting climate change.
29
We have worked with the Carbon Trust
to develop targets for reducing Scope 1
and 2 emissions, and have set a near-
term target using a methodology
aligned with the SBTi, as follows:
We aim to reduce absolute Scope 1
and 2 (location-based) GHG emissions
by 46% by 2030 from a 2019 base
year. This would mean an absolute
decrease from 3,773 tonnes to
2,030 tonnes.
The SBTi guidelines permit the use of market- or
location-based carbon accounting to set and track
progress towards Scope 2 targets. We have opted to
use location-based carbon accounting. This is the
most ambitious approach because location-based
targets are largely determined by the emissions
intensity of the local grid – which in Southern Africa,
where we have sizeable operations, is heavily reliant
on fossil fuels for power generation. South Africa’s
grid depends on coal power electricity for 90% of
generation capacity, making it 10x more carbon
emitting than France.
Our focus is on reducing overall energy consumption
and adopting energy-efficiency measures across
our offices.
For further information on our net-zero transition plan, please refer
to our Sustainability and Stewardship Report which can be found on our website.
Strategic ReportGovernanceFinancial StatementsAdditional Information Sustainability Review
30
Sustainability highlights
ɽ Evolved from Sustainability 2.0 to Sustainability
3.0 to focus on real-world impact and deploy
more capital behind our advocacy priorities.
ɽ Developed a transition plan aligned with current
SBTI methodology.
ɽ Committed to net-zero alignment targets for our
portfolios to drive real-world emissions reductions
and an inclusive transition by working with portfolio
companies to ensure they have viable Paris-
aligned ‘just transition’ plans by 2030.
ɽ Appointed a Chief Sustainability Officer to ensure
alignment and oversight of all sustainability
initiatives at Ninety One.
ɽ Became a signatory to the updated UK
Stewardship Code.
ɽ Submitted first CDP (formerly Carbon Disclosure
Project) questionnaire.
ɽ Purchased and retired 11,000 carbon credits
with respect to Ninety One’s Scope 1, 2 and 3
(category 6) emissions.
ɽ Added first ‘Say on Climate’ resolution to the
Ninety One AGM 2021 (supported).
ɽ Enhanced our CSI initiatives with two key
projects in South Africa, where we:
• Funded more than 60 students and 10
postgraduate research projects through
our Changeblazers programme;
• Provided access to water for about 13,500
people in two communities via solar-powered
borehole technology.
Our key figures
£5.0bn
managed in sustainable strategies 1
PRI rating A+
for Strategy & Governance, and applicable
listed asset classes2
337
engagements
Overview
We believe the privilege of investing our clients’ capital
carries a responsibility: to try to secure a sustainable future.
We aim to help our clients make a positive difference. With
our roots in Africa, we know that well-directed investment
can transform lives for the better. For more than a decade,
we have been investing in economic development in
Africa, mobilising finance to bring health and prosperity
to some of the continent’s poorest communities. We seek
to participate in the industry dialogue and influence the
global direction of sustainability issues through advocacy
and ideas. Finally, we run our business responsibly and act
sustainably. This includes such initiatives as helping to
preserve the natural world through supporting wildlife
initiatives as well as managing our own direct
environmental footprint.
Ninety One’s sustainability framework has three pillars:
Invest
ESG analysis is integrated into all of our investment
strategies. We also offer sustainable investment solutions.
See pages 32 to 33 for more information.
Advocate
We seek to lead the conversation on sustainable investing.
A major focus of our work is to advocate for a transition
that includes emerging markets and results in real-world
carbon reduction.
See pages 34 to 35 for more information.
Inhabit
We believe change starts at home. We run our business
responsibly and act sustainably.
See pages 36 to 38 for more information.
15,007
proxy votes cast
11,000 carbon credits
purchased and retired with respect to
Scope 1, 2 and 3 (category 6) emissions
17%
reduction in Scope 1 and 2 GHG emissions
1.
Sustainable strategies is defined by Ninety One’s internal framework, based on the European Commission’s Sustainable Finance Disclosures Regulation criteria
as at 9 November 2019 for Article 8 and Article 9 funds.
2. Latest rating provided by the PRI in 2020.
Ninety One Integrated Annual Report 2022
Moving to Sustainability 3.0
In 2022, we launched a new phase of our sustainability
programme, Sustainability 3.0. Its core components include:
ɽ Implementing a firm-wide net-zero transition plan, that
includes joining the NZAMI in June 2021 and setting
net-zero targets designed to encourage credible
emissions pathways, rather than a linear reduction
in portfolio emissions.
ɽ Advocating for a just and inclusive transition across
emerging and developed markets.
ɽ Continuing to support investment teams to develop
best-in-class ESG integration.
ɽ Coordinating strategic engagement across the firm,
combining the focus on our high emitters with company
specific issues raised in the investment analysis.
ɽ Expanding our range of sustainable investment strategies
and investing behind our key advocacy focus of transition.
31
Sustainability Committee
Our Chief Sustainability Officer chairs the Sustainability
Committee, which oversees the wider sustainability
ecosystem in the business, and comprises senior leaders
within Ninety One. It reports to the executive management,
which report into the DLC SS&E Committee.
Ninety One’s investment teams have ultimate responsibility
for assessing and pricing ESG risks, identifying engagement
priorities and deciding how to vote on them.
They are supported by other teams with specialist skills
and experience, including the sustainability team, the
investment risk team and proxy voting team.
ESG 1.0 – 2011
Sustainability 2.0 – 2019
Sustainability 3.0 – 2022
ɽ Common understanding
ɽ Investment teams take primary
ɽ Alignment and execution
of ESG
ɽ Awareness building
ɽ Central team
ɽ Stewardship policy
ɽ Proxy voting policy
responsibility
ɽ Sustainability team is the
overarching custodian
ɽ Execution is within the
investment teams
ɽ Coherent firm-wide approach
ɽ Real impact requires putting
money to work in this space
ɽ Developing appropriate
sustainable strategies
DLC Board Sustainability, Social and Ethics (“SS&E”) Committee
Executive management
Chief Sustainability Officer
Sustainability Committee
Sustainability team
Advocate
Invest
ɽ Investment teams
ɽ Investment risk team
ɽ Proxy voting and data support
ɽ Investment teams
ɽ Investment Institute
ɽ Client Group
Inhabit
ɽ Human capital
ɽ Workplace teams
ɽ All Ninety One employees
Strategic ReportGovernanceFinancial StatementsAdditional Information 32
Sustainability
Invest
Highlights
ɽ Committed to net zero across our investments.
ɽ Improved sustainability data and tools available
to investment teams.
• Developed a firm-wide framework for assessing
companies’ transition plans.
•
•
Improved carbon and climate data to better
understand exposure and transition pathways.
Improved the risk-monitoring process
for sustainability-related externalities.
ɽ Set engagement priorities across investment
teams, prioritising engagements with highest
emitters.
• Co-led Climate Action 100+ engagement
with Sasol.
•
Improved system for recording, tracking,
and reporting engagements.
ɽ Repositioned the Global Multi-Asset Sustainable
Growth strategy and launched the Global
Sustainable Equity strategy.
ɽ Collaborated with the Centre for Climate
Finance at Imperial College to deliver a second
bespoke climate risk training programme for
our investment teams.
ɽ Delivered against EU Sustainable Finance
regulations.
Our approach to ‘Invest’
We are active, long-term investors across all strategies,
asset classes and regions. The majority of holdings are held
with a multi-year time horizon in mind. The time horizon
over which we expect to meet performance objectives
varies across investment teams.
Firm-wide investment exclusions
We do not impose our values on our clients and
their portfolios. However, we have a firm-wide
controversial-weapons exclusion policy and will not
invest in companies that are directly involved in the
manufacture and production of cluster munitions,
antipersonnel landmines, and biological and chemical
weapons. This exclusion list is reviewed regularly
and approved by the Sustainability Committee.
At the request of clients with segregated portfolios,
we can exclude specific securities, sectors or
countries from portfolios.
Climate risk programme
Over the past year, Ninety One and Imperial
College collaborated on a second bespoke climate
risk programme for Ninety One’s investment
professionals. The Ninety One Board also took part.
The programme focused on understanding climate
change and climate risk, and how they are impacting
the investment landscape. It covered:
ɽ Challenges associated with measuring
climate risks.
ɽ Key concepts and methodologies to integrate
climate risk into decision-making.
ɽ Emerging trends in regulatory, monetary
and fiscal policy.
ɽ Scenario analysis, valuation, and industry
weighting.
ɽ Trends that may affect the value of assets
and liabilities of companies and industries.
Ninety One Integrated Annual Report 2022 Our approach to Invest has three dimensions:
33
Our ESG-integration processes highlight material
sustainability risks and opportunities and prompt our
investment teams to analyse and address them as part
of their fundamental research. We seek to benefit from a
deep understanding of externalities that, over the long
term, we believe the market will price into the value of
securities.
We equip each investment team with the knowledge,
data, and tools to fully integrate ESG into their investment
processes. In the reporting year, we further developed
our in-house investment-data platform and supported
knowledge development through a Climate Risk
programme.
Our engagement approach is driven by our goal to
preserve and grow the real value of the assets entrusted
to us by our clients over the long term. We take a
targeted approach, prioritising engagements where we
can exert influence. Where we believe engagement is
ineffective or companies are not committed to change,
we may use the ultimate lever we have as an investor,
which is to reallocate our capital. Ninety One votes at
shareholder meetings throughout the world as a matter
of principle.
During the financial year 2022, we carried out
337 engagements and cast 15,007 votes.
We offer a range of dedicated investment strategies
that focus on positive inclusion and have a defined
sustainability objective. These provide detailed
reporting on all aspects of sustainability to investors.
Integration
1
Active ownership
Impact
2
3
Strategic ReportGovernanceFinancial StatementsAdditional Information Sustainability
Advocate
34
Highlights
ɽ Advocacy focused on raising awareness of the
need to fund the emerging-market transition,
through these initiatives:
• Participated in relevant workstreams within the
Glasgow Financial Alliance for Net Zero
(“GFANZ”); Sustainable Markets Initiative (“SMI”);
and Climate Bonds Initiative.
• Joined the ASCOR project to help develop
an assessment framework for sovereigns’
performance and governance as they transition.
• Contributed to the UK Impact Investing
Institute’s ‘Just Transition’ report.
• Published the white paper ‘No one left behind:
Building an inclusive transition for emerging
markets’, and launched the Net Zero
Sovereign Index.
ɽ Our Chief Sustainability Officer became co-chair
of the IIGCC’s Investor Practices working group,
which provides advice to asset owners and asset
managers on how to operationalise their net-zero
commitments.
ɽ Hosted the ‘Investing for a world of change’ forum,
which focused on placing net zero at the core of
the agenda.
ɽ Published the second edition of our ‘Planetary
Pulse’ survey of investor attitudes to sustainability.
ɽ Signed the Investor Position Statement: A call for
Corporate Net Zero Transition Plans.
ɽ Contributed to the ASISA consultation regarding
the Draft Green Finance Taxonomy.
ɽ Became a founding member of the Sustainable
Trading Initiative.
Our approach to ‘Advocate’
Through advocacy, we seek to engage our clients and
stakeholders on sustainability and encourage them on their
journeys towards more sustainable long-term investing.
Advocacy takes many forms, including policy, education,
and thought-leadership.
Where appropriate, we seek to influence policy, regulation,
and laws, aiming to facilitate efficient capital markets
and favourable environments for shareholder rights and
interests. We monitor and guide our advocacy activities
through the Sustainability Committee. In 2021 calendar
year, our advocacy focused on the need to ensure
that emerging markets receive the funding required
to transition.
Ninety One Investment Institute
Ninety One’s Investment Institute delivers strategic
investing insights and analysis to our investment teams
and clients across asset classes, investment strategies
and borders.
The Investment Institute researches key geopolitical,
economic and investment trends. Its work draws on our
firm’s investment capabilities and partnerships with leading
academics and external practitioners. Central themes of the
Institute’s work have been portfolio resilience, sustainability,
and the application of ESG principles to investing.
These have been published in journals and papers.
The Institute seeks to play an active role in the global
conversation on sustainable investing. From aligning
a portfolio with the decarbonisation growth trend to
ensuring a fair clean-energy transition for all, Ninety One’s
portfolio managers and analysts have explored sustainable
investing across asset classes and investment approaches.
Among recent highlights of the Institute’s research, the
firm-wide ‘Road to 2030’ project explored the key trends
expected to influence market outcomes in the present
decade, including climate change and demographic shifts.
See more on The Road to 2030 on our website
www.ninetyone.com/roadto2030
Ninety One Integrated Annual Report 2022 Our approach to advocacy is anchored in our principle of
investing for positive change, rather than avoiding and divesting.
We organise our activities through the lenses of:
35
Input into
investment
thinking
Case study: FCA SDR consultation
In January 2022, we responded to the FCA’s
discussion paper on Sustainability Disclosure
Requirements (“SDR”), regarding which companies
will be required to report on their sustainability risks,
opportunities, and impacts. In our opinion, policies
should be underpinned by principles. We proposed
to the FCA a focus on a principled ‘what a manager
does’ rather than a data-driven ‘how much a
manager does’. Although we support the intent of
the disclosure requirements, we raised a number of
issues and, as a general point, asked that regulatory
intervention on sustainable finance improves
standardisation across jurisdictions.
Industry
collaboration
Case study: launch of the Net Zero
Sovereign Index
Building on the Climate & Nature Sovereign Index that
Ninety One and WWF launched in 2020, Ninety One
developed the Net Zero Sovereign Index in 2021. The
index addresses the growing need for asset owners
and managers to show that their sovereign bond
portfolios are Paris-aligned and on a credible path
to net zero.
Policy
advocacy
Case study: Carbon Disclosure Campaign
We are active supporters of CDP (formerly the
Carbon Disclosure Project) and believe that
advocating for better carbon reporting is critical.
It was a successful year for CDP disclosures in
general, despite the pandemic, with over 3,200
companies submitting disclosures, an increase
of c.14% compared with 2020.
Ninety One supported engagements with 94
companies, with 35 companies submitting their first
reports. We were a lead signatory on 24 of these
engagements, with seven companies submitting
their first reports. We will continue contributing
to this campaign in 2022.
Strategic ReportGovernanceFinancial StatementsAdditional Information 36
Sustainability
Inhabit
Highlights
ɽ Developed a transition plan for our Scope 1
and 2 emissions aligned with science-based
target methodology.
ɽ Made progress on our emissions in 2021:
• Scope 1 emissions reduced by 95%.
• Scope 2 emissions reduced by 14%.
• Purchased and retired 11,000 carbon credits
with respect to Ninety One’s Scope 1, 2 and 3
(business travel) emissions.
ɽ Launched Ninety One Green – an employee
resource group that looks to implement
sustainability initiatives across the business.
ɽ Launched Giki Zero programme to help employees
measure their personal carbon footprints.
ɽ Funded more than 60 student bursaries and
10 student research projects through the
Changeblazers programme.
ɽ Provided better access to water for more than
13,500 people in two communities through
solar-powered borehole infrastructure.
ɽ Established relationship with The Bookery that will
contribute to improving literacy in South Africa.
We aim to inhabit our own ecosystem in a manner that
ensures a sustainable future for all.
We start with our business, where we seek to continue
improving the sustainability of our operations during
the reporting year.
We also give back by providing financial support to
charities and community projects that are important to
the team at Ninety One, many of whom personally give
time and effort to support them. Our charitable work
is directed primarily towards conservation, education,
and community development.
Our charity-matching programme doubles the
contribution made by the team at Ninety One to
a wide range of worthy initiatives.
Managing our energy consumption
We are working to decouple our company’s growth from
our environmental impact by expanding our corporate
sustainability strategy and finding new ways to reduce our
direct carbon impact. Our aim is to reduce, neutralise and
eventually eliminate our carbon emissions on a Scope 1 and
2 basis. Our carbon footprint is calculated in accordance
with the international GHG Protocol’s Corporate
Accounting and Reporting Standard (revised edition)
and is shown in the accompanying table. The majority of
the improvement in Scope 1 and 2 emissions during the
year was due to our new office location in London.
As we upgrade our buildings or look for new premises, our
environmental footprint is an integral consideration in the
project plans. This is particularly important given our large
employee contingent in South Africa, where the grid
remains heavily dependent on coal-fired electricity.
We continue to assess viable options for sourcing energy
from renewables.
In 2021, we launched an employee resource group,
Ninety One Green, which aims to implement initiatives
across our teams and offices. We also partnered with
Giki Zero, an interactive tool to help employees measure
their personal carbon footprints while providing
education on sustainability.
The Carbon Trust audited and verified our carbon footprint
under Scope 1 and 2 emissions, and category 6 of Scope 3
(business flights, taxis, hotel stays and car rentals). We
monitor our Scope 3 emissions for paper and waste and
are implementing measures to reduce and mitigate all
of our Scope 3 emissions. We continue to improve the
accuracy and comprehensiveness of the information
captured by our environmental data collection system.
Key carbon numbers (calendar year 2021)
ɽ Our total Scope 1 and 2 GHG emissions reduced
by 17% to 2,496 tCO2e year-on-year.
ɽ Scope 1 emissions, which relate to fuel and refrigerant
use, reduced by 95% to 5 tCO2e. Most of the
improvement was due to our new office location
in London.
Ninety One Integrated Annual Report 2022 Total CO2e emissions (tonnes)
Scope 1 (fuel)
Scope 2 (electricity)
Total Scope 1 and 2 emissions
Scope 3
Recycled paper and waste
Business travel
Total emissions
Energy consumption (kWh) 1
Total CO2 p/FTE
Scope 1 and 2 p/FTE
Tonnes CO2e/£m of adjusted operating
revenue2
Scope 1 and 2 – tonnes p/£m of adjusted
operating revenue
1. Energy consumption in kWh for Scope 1 and 2.
2021
2020
% change4
UK & Offshore
Global3
1
309
310
635
10
625
945
1,457,690
5
2,491
2496
1,360
18
1,342
3,856
4,117,854
UK & Offshore
81
531
612
620
6
614
1,232
2,715,994
Global3
105
2,902
3007
1,107
26
1,081
4,114
5,450,426
UK & Offshore
(99%)
(42%)
(49%)
2%
67%
2%
(23%)
(46%)
3.3
2.1
6.0
3.9
3.5
2.6
7.0
5.1
37
Global
(95%)
(14%)
(17%)
23%
(31%)
24%
(6%)
(24%)
(6%)
(17%)
(15%)
(25%)
2. Adjusted operating revenue for the 12 months to 30 September 2021 and 2020 respectively. Carbon footprint data is calendar year data.
3. Global includes UK and offshore GHG emissions.
4. Percentage changes are based on unrounded numbers.
ɽ Global Scope 2 electricity emissions reduced by 14%
to 2,491 tCO2e. Approximately 83% of our Scope 2
emissions relate to our Southern Africa offices, a more
carbon-heavy location for electricity due to the use of
fossil fuels in power generation. For Scope 1 and 2, total
tCO2e per £ millions of adjusted operating revenue, our
intensity metric, reduced by 25% compared to 2020.
Total tCO2e per full-time employee (“FTE”), our alternative
intensity metric, reduced by 17% on the same basis.
ɽ Our operational Scope 3 GHG emissions (paper, waste
and business travel) increased by 23% to 1,360 tCO2e
compared to 2020. This reflects partial normalisation
from the impacts of the pandemic but continues to be
well below levels reported in 2019. In prior years, air
travel has been a significant proportion of our
operational carbon footprint given the client-facing,
global nature of our business. We can expect business
travel to increase further in 2022 as it remains an
integral part of our operating model. However, we see
the increased use of virtual communications as likely
to reduce air travel from pre-COVID levels, reducing
Scope 3 emissions.
We maintained our long-term partnership with BCP to
mitigate 100% of our Scope 1, 2 and 3 (business travel)
carbon emissions. BCP is a for-profit social enterprise
founded in 2011, working to make forests and wildlife
valuable to rural communities in the Luangwa and
Lower Zambezi areas of Zambia.
Working with communities
Our Corporate Social Investment strategy spans
three pillars: conservation, education, and community
development. We also support employee-driven initiatives.
Conservation
Ninety One partners with Tusk Trust on the annual Tusk
Conservation Awards. These awards were co-created in
2013 to celebrate the people who work with wildlife and
communities in Africa to protect the continent’s natural
assets. We also work with BCP, which addresses
deforestation in wildlife-rich areas of Zambia and
sub-Saharan Africa.
Education
Changeblazers was launched in 2020 to support
under-resourced students through undergraduate
qualifications and postgraduate research projects.
Our first undergraduate cohort completed their first year
in 2021 and achieved an average academic grade of 71%.
The undergraduate programme assists candidates facing
financial challenges towards qualifications in fields such
as finance, engineering, computer science, psychology
and education.
In providing postgraduate funding, we supported more
than 10 research projects at five universities in 2021.
Examples of intended outcomes of the research include:
informing control and management of mosquito-borne
disease in rural areas; understanding the dynamics of
human-development issues, environmental concerns
and approaches to infrastructure in unplanned, informal
settlements; and supporting the development of a
national strategic plan to strengthen rehabilitation
within the health system.
Strategic ReportGovernanceFinancial StatementsAdditional Information
Sustainability | Inhabit
38
In 2022, there are more than 60 students on the
undergraduate programme. Postgraduate funding will
continue to be directed to research projects focused
on outcomes that could improve the lives of ordinary
South Africans.
Examples of other education-related initiatives include
supporting The Bookery, which promotes literacy
development in under-resourced primary schools across
South Africa. We also supported ASISA Foundation’s
financial literacy and education programmes which aim
to improve financial outcomes for South Africa’s most
vulnerable groups through the transfer of knowledge
and skills development.
Our partnership with songo.info, a sports and education
charity, continued. Our support enables songo.info to
reach more children in the township of Kayamandi in
the Western Cape.
Community development
Community initiatives supported in 2022 included
assisting the Matsila Community in Limpopo to move
water infrastructure onto solar energy. The project
made access to water more sustainable for more
than 10,000 households, for domestic use as well
as agricultural purposes.
Ninety One also supported Bulungula Incubator, a non-
profit organisation that alleviates poverty in one of the
poorest districts in South Africa. It is located in Mbhashe
Municipality in the Eastern Cape. We provided funding
for its healthcare initiative, which delivers quality care to
people who would otherwise have to travel long distances
to obtain it. Bulungula Incubator was the runner-up in the
Daily Maverick Community Champion of the Year (2021)
awards for its COVID-related healthcare intervention.
Employee-driven charity support
Over the financial year, we supported employee-driven
community funds and charity-matching initiatives including
Movember (men’s health) in the UK, disaster-relief initiatives
in South Africa, and appeals to help those affected by the
war in Ukraine and the KwaZulu-Natal riots and flooding.
Working with regulators and peers
Ninety One is a global investment manager with regulatory
obligations in the many jurisdictions in which we operate.
In line with our key value, we want to do the right thing for
our regulators by maintaining constructive and proactive
working relationships with our regulators around the world.
We participate in industry forums, alongside our peers,
in the markets in which we operate, with the intention
of constructive development of policy and regulation.
Our Board and our DLC Audit and Risk Committee are
engaged in the material regulatory matters and policy
initiatives that Ninety One deals with.
Working with our suppliers
We value the relationships we have built with our suppliers
over the years and recognise the value they provide to our
business. We continue to work with our suppliers to ensure
they adhere to the standards and behaviours we uphold
across Ninety One. We have a high level of oversight,
focused on selection, onboarding, monitoring and
reporting across our supply chain and we review the
supplier relationships bi-annually.
This year we stepped up our focus on modern slavery by
challenging our suppliers to look at their own processes
and taking steps to tackle modern slavery across their
businesses. We have also adopted a global approach to
modern slavery. We will not knowingly support and/or do
business with any third party involved in slavery and/or
human trafficking.
We further review suppliers with respect to their approach
to sustainability and diversity and we also ask that they
treat and remunerate their staff fairly.
Acting responsibly as a corporate citizen
Ninety One has a number of policies to ensure we operate
in a socially responsible and compliant manner, reflecting
our value to do the right thing.
Our approach to anti-bribery
and anti-corruption
We have a zero-tolerance approach to bribery and
corruption. Our employees undertake training to ensure
they understand their responsibilities and are aware of
the consequences of the failure to comply with anti-
bribery and anti-corruption policies in all the jurisdictions
in which we operate.
Regional compliance teams are responsible for reviewing
and updating internal policies to enable our business and
employees to manage the legal and reputational risks
associated with bribery and corruption.
We have a number of internal policies relating to
anticorruption and anti-bribery, which are not published
externally. Those include our Anti-Bribery and Corruption
Policy, Anti-Money Laundering Policy, Whistleblowing
Policy, Third Party Benefits Policy, Prevention of Tax
Evasion Policy and Conflicts of Interest Policy.
Data Protection and Privacy Policy
Our Data Protection and Privacy Policy promotes sound
practices for the collection and processing of personal
data to ensure that Ninety One acts in accordance with
global data protection and privacy regulations, in addition
to our fiduciary responsibilities towards our clients and
employees. Our people are aware of their data protection
responsibilities and receive the appropriate training.
Ninety One Integrated Annual Report 2022 TCFD recommendations snapshot
Ninety One has made climate-related disclosures consistent with the eleven recommendations
of the TCFD listed below. The table shows both areas in which we have made good progress
and areas we believe more work is required to fulfil a disclosure requirement to a high standard.
39
Our TCFD Report is available
on our website www.ninetyone.com.
Good progress
Work in progress
TCFD recommendation
Ninety One’s approach to TCFD recommendation
Governance: Disclose the organisation’s governance around climate-related risks and opportunities
1.
Describe the Board’s
oversight of climate-
related risks and
opportunities
2. Describe management’s
role in assessing and
managing climate-related
risks and opportunities.
Climate risk forms part of the Board’s risk and strategic agenda, but most of the work is
delegated to the Board’s DLC Sustainability, Social and Ethics Committee, which meets
at least four times per year. The DLC Sustainability, Social and Ethics Committee oversees
Ninety One’s strategy, commitments, targets and performance relating to safety, the
environment (including climate change) and other sustainability matters. This involves
monitoring the TCFD framework and our areas that are ‘work in progress’. In addition, the
DLC Audit and Risk Committee considers aspects of carbon-risk management through
regular updates regarding measurement tools and related initiatives.
Ninety One’s executive management is responsible for developing and implementing
the business strategy (including sustainability) under the direction of the Chief Executive
Officer, who is responsible for managing the business on a day-to-day basis, in accordance
with the strategy approved by the Board. In November 2021, leadership capacity was added
with the newly created role of Chief Sustainability Officer. As an investment manager, we
are responsible for managing climate risk and other investment risks on behalf of the clients
for whom we manage money. Climate risk in portfolios is monitored via the Chief Investment
Officer’s office and Ninety One’s investment risk team, with support from the sustainability
team. Ninety One’s investment teams are responsible for all positions in the portfolios
they manage, within agreed parameters. From an investment perspective, we believe
understanding climate change is critical.
Strategy: Disclose the actual and potential impacts of climate-related risks and opportunities on the
organisation’s businesses, strategy and financial planning where such information is material.
1.
Describe the climate-
related risks and
opportunities the
organisation has
identified over the short,
medium, and long term.
2. Describe the impact of
climate-related risks
and opportunities on the
organisation’s businesses,
strategy, and financial
planning.
Climate-related risks and opportunities are multi-dimensional for our industry. They are likely
to be driven by regulatory action, carbon pricing and changing consumer habits. We expect
physical risks to become increasingly prevalent. This will manifest in commercial risks that
present challenges across our sustainability framework: Invest, Advocate and Inhabit. As
investors we must deliver a robust integration process and ensure our performance remains
competitive. We must ensure we are at the forefront of the needs of our clients through
the products we offer. As an emerging market investor, we face a risk of underinvestment
in these regions which will hamper global efforts to transition. Finally, we must manage the
risk of failing to present and deliver on a proportionate transition plan for our own footprint
through our Inhabit work.
Our organisational focus is on instilling the best possible understanding of sustainability
and climate-related risks within our investment teams and broader firm. To support this,
most of our investment team underwent climate training in a bespoke course that we jointly
designed with Imperial College in 2021. The firm’s strategic priorities include ‘ensuring that
sustainability is at the core of our business.’ The initiatives we are implementing that embed
climate-related risks and opportunities within our strategy include: (1) robust ESG integration
that highlights material climate risks and opportunities across each of our investment
products; (2) engagement with companies to influence and help their transition journeys;
(3) advocacy in support of a fair transition for emerging markets; (4) expanding our range
of strategies that focus on positive inclusion to enable financing the transitioning to net
zero or the leaders in decarbonisation.
3. Describe the resilience
of the organisation’s
strategy, taking into
consideration different
climate-related scenarios,
including a 2°C or
lower scenario.
Our assessment of tools providing climate-related scenario analysis has progressed
over the past 12 months. We are examining potential applications of the tools available
and are in the process of selecting a vendor. We continue to be extremely cautious with
the conclusions that can be drawn from climate-related scenario analysis. Therefore,
we continue to work in collaboration with partners to assess and develop the necessary
science-based tools to improve the use cases of scenario planning.
Strategic ReportGovernanceFinancial StatementsAdditional Information TCFD recommendations snapshot
TCFD recommendation
Ninety One’s approach to TCFD recommendation
40
Risk management: Disclose how the organisation identifies, assesses and manages climate-related risks.
1.
Describe the organisation’s
processes for identifying
and assessing climate-
related risk.
Climate-related risk is one of the investment risks we seek to understand and manage
on our clients’ behalf. Ninety One’s investment teams have access to resources and
tools to help them identify, measure and address climate risk as part of their research
process, including a proprietary climate-risk tool that provides data on carbon emissions.
This analysis aims to identify holdings at the greatest risk of negative impacts from
climate change. Our investment teams will also seek to prioritise candidates for strategic
engagements with the aim of influencing efforts to manage climate-related risks within
their investments. Independent from investment teams, climate risks are part of the ESG
risk assessment developed by Ninety One’s investment risk team. Reporting on ESG
risks, including climate risks, is included in the investment risk governance framework
and coordinated via Ninety One’s Investment Risk Committee, which in turn reports
to Ninety One’s Management Risk Committee.
2. Describe the
organisation’s processes
for managing climate-
related risks.
We specifically monitor exposure to high emitters in the monthly Investment Risk
Committee meetings. For the companies we identify, this will trigger both conversations
with the investment team and focus on how we are engaging with those emitters.
This facilitates a forum for debate and challenge on how we are managing the climate
risks in each portfolio.
3. Describe how processes
for identifying, assessing,
and managing climate-
related risks are integrated
into the organisation’s
overall risk management.
In addition to the firm’s approach to risk management described here, at a firm level,
we monitor the percentage of high emitters that we are actively engaging with on
their transition plans.
Metrics and targets: Disclose the metrics and targets used to assess and manage relevant climate-related risks
and opportunities where such information is material.
1.
Disclose the metrics used
by the organisation to
assess climate-related
risks and opportunities in
line with its strategy and
risk management process.
2. Disclose Scope 1, Scope 2,
and, if appropriate, Scope
3 GHG emissions, and the
related risks.
We use two main categories of metrics to assess and manage climate-related risks
and opportunities.
ɽ Operational carbon footprint: we report our Scope 1, 2 and 3 GHG emissions, where
possible. We also report a carbon-intensity factor. We obtain third-party verification
of our Scope 1 and 2 emissions and certain Scope 3 categories.
ɽ Investment portfolios’ carbon footprint: we use our proprietary climate-risk tool
to measure Scope 1, 2 and (where possible) Scope 3 emissions for each security,
the carbon intensity of each security, and attributable carbon emissions.
We are prioritising our efforts both in terms of investment decisions and disclosures to
focus on transition-based targets and measures. These measures are better connected
to real-world efforts to decarbonise the global economy.
In our investment products, we aim to identify companies that have value chain exposure
to climate risks, giving us an aggregate view of portfolio exposure. We use a combination
of Weighted Average Carbon Intensity, Portfolio Carbon Footprint and contribution of
individual investments. The aim is to support bottom-up fundamental analysis.
Scope 1, 2 and measurable Scope 3 categories are reported at a firm level. Scope 3
category 15, which covers emissions for assets under management, is reported for
corporate and sovereign investments.
We developed a proprietary tool to measure portfolio carbon metrics, such as Weighted
Average Carbon Intensity and Portfolio Carbon Footprint, which can be applied to each
of Ninety One’s investment strategies. In our TCFD Report we disclose the aggregate
carbon metrics for Ninety One’s investments in corporate and sovereign exposure.
3. Describe the targets used
by the organisation to
manage climate-related
risks and opportunities
and performance
against targets.
We aim to reduce our carbon emissions to be in line with the Paris Agreement objectives.
We intend to drive our emissions down in the shortest possible time frame by reducing
the carbon footprint of our operations, improving our ability to price carbon risk in our
portfolios, and by growing the proportion of assets under management invested in impact
and sustainability strategies. As a signatory to the NZAMI, we will also disclose further
details around interim targets for the proportion of assets to be managed in line with
the attainment of net zero and regularly review these.
Ninety One Integrated Annual Report 2022 Non-Financial Information Statement
(sections 414CA and 414CB of the UK Companies Act 2006)
Ninety One aims to comply with the non-financial reporting requirements contained in sections 414CA and 414CB of the UK
Companies Act 2006. The below information is intended to help stakeholders better understand how we address key
non-financial matters and guide them to where the relevant non-financial information can be viewed.
41
Reporting requirements
Supporting information
Where to find necessary information
Environmental matters
Sustainability
See pages 26 to 40
Employees
Social matters
Human rights
Anti-corruption and
anti-bribery matters
Other matters
Sustainability and Stewardship Report
www.ninetyone.com
TCFD Report
People and Culture
www.ninetyone.com
See pages 18 to 22
Do the right thing (Code of Ethics)
See pages 19
Whistleblowing Policy
See pages 19 and 38
Equality Policy
Dignity at Work Policy
Diversity and Inclusion
Global Health and Safety Policy
Do the right thing (Code of Ethics)
Prevention of Tax Evasion Policy
Conflicts of Interest Policy
Data Protection and Privacy Policy
Suppliers
Sustainability
See page 21
See page 21
See page 21
See page 19
See page 19
See page 72
See page 38
See page 38
See page 38
See pages 26 to 40
Sustainability and Stewardship Report
www.ninetyone.com
The Modern Slavery Act Statement
See pages 38 and 77
Anti-Bribery and Corruption Policy
Anti-Money Laundering Policy
Third Party Benefits Policy
Business model
Non-financial KPIs
Principal risks
Group Tax Strategy
See page 38
See page 38
See page 38
See pages 6 to 7
See pages 14 to 15
See pages 52 to 55
See page 72
Strategic ReportGovernanceFinancial StatementsAdditional Information Financial Review
42
Ninety One once again delivered record
results in the year, with 13% growth in
management fees and adjusted EPS.
Diversification underpins our resilience.
Financial results
£ million (unless stated otherwise)
Closing AUM (£’bn)
Net flows (£’bn)
Average AUM (£’bn)
Management fees
Performance fees
Foreign exchange gain/ (loss)
Other (loss)/income
Adjusted operating revenue
Adjusted operating expenses
Adjusted operating profit
Adjusted net interest income
Share scheme net credit
Silica profit
Profit before tax and exceptional items
Exceptional items
Profit before tax
Tax expense
Profit after tax
Average fee rate (bps)
Adjusted operating profit margin (%)
Number of full-time employees
Full year
2022
143.9
5.0
138.6
632.8
31.1
1.2
(1.2)
663.9
(433.5)
230.4
3.7
18.1
—
252.2
14.9
267.1
(61.8)
205.3
45.7
34.7
1,182
Full year
2021
130.9
(0.2)
119.9
561.0
45.4
(6.3)
3.4
603.5
(397.3)
206.2
2.2
—
1.7
210.1
(6.0)
204.1
(49.5)
154.6
46.8
34.2
1,174
Change %
10
n.m.
16
13
(31)
n.m.
n.m.
10
9
12
68
n.m.
n.m.
20
n.m.
31
25
33
1
Note: Please refer to explanations and definitions, including alternative performance measures, on pages 46 to 47 and 166.
Ninety One Integrated Annual Report 2022 43
Adjusted operating profit increased 12% to £230.4 million
(2021: £206.2 million). Adjusted operating profit margin of
34.7% increased on the comparative period (2021: 34.2%),
principally due to an increase in management fees. Profit
before tax and exceptional items increased 20% to
£252.2 million (2021: £210.1 million).
Assets under management
Ninety One saw net inflows of £5.0 billion (2021: net outflows
of £0.2 billion). Total AUM increased by 10% to £143.9 billion
(31 March 2021: £130.9 billion), reflecting the net inflows and
positive markets. The market and foreign exchange impact
for the year was £8.0 billion (2021: £27.7 billion).
Average AUM increased 16% to £138.6 billion (2021:
£119.9 billion), reflecting higher AUM levels over the year.
Adjusted operating revenue
Management fees increased 13% to £632.8 million (2021:
£561.0 million), against a 16% increase in average AUM.
The average management fee rate reduced 1.1 bps to
45.7 bps (2021: 46.8bps). This is largely due to a change
in the mix of strategies owned by our clients and is
unchanged in the second half of the year.
Performance fees decreased to £31.1 million (2021:
£45.4 million) compared to higher levels achieved in the
prior year. These fees arose due to relative investment
outperformance in a selection of strategies, particularly
in South African equities.
The foreign exchange gain of £1.2 million (2021: loss of
£6.3 million) was mainly due to US dollar asset translations
where the pound sterling weakened against the US dollar.
The year-end exchange rate moved from 1.38 in 2021 to 1.31
in 2022.
The other loss of £1.2 million was negative compared to the
comparative period (2021: gain of £3.4 million), mainly due
to seed capital mark-to-market revaluations.
Adjusted operating expenses
Adjusted operating expenses increased 9% to
£433.5 million (2021: £397.3 million), driven by increases
in both employee remuneration and business expenses.
Adjusted operating expenses
£m
397.3
23.1
5.9
7.2
433.5
Employee remuneration
Ninety One is a people business, and employee
remuneration represents the largest portion of the expense
base. Total employee remuneration (excluding Silica and
the impact of the revaluation of the deferred employee
benefit scheme) increased 9% to £294.4 million (2021:
£271.3 million). This was principally driven by variable
remuneration, in line with adjusted operating profit growth,
along with an increase of 1% in average headcount to 1,182
(2021: 1,168). The compensation ratio decreased to 44%
(2021: 45%).
Over 50% of employee remuneration is variable and
fluctuates in line with adjusted operating profit, ensuring
alignment with financial performance.
Business expenses
Business expenses increased 10% to £139.1 million (2021:
£126.0 million). The largest expense item, client and retail
fund administration, increased in line with higher average
AUM and the impact of the stronger South African rand on
South Africa based costs. Travel and promotional expenses
have increased from prior year given the easing of
COVID-19 related restrictions.
Adjusted net interest income
Adjusted net interest income increased to £3.7 million
(2021: £2.2 million) as a result of higher average cash
balances in 2022, particularly in Southern Africa. Adjusted
net interest income excludes interest expense on lease
liabilities of £3.8 million (2021: £3.7 million), which has been
included in adjusted operating expenses.
Share scheme net credit
The share scheme net credit has arisen as a result of
employees opting to invest a significant portion of their
deferred bonuses into the Ninety One share scheme. Under
IFRS2, such allocations are amortised over the vesting
period. To reflect the adjusted operating expenses as
though all awards during the year were expensed, the
gross allocation value less amortisation charges (“share
scheme net credit”) was excluded from adjusted operating
expenses. The share scheme net credit was relatively
immaterial in the prior year and was included in adjusted
operating expenses.
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Financial Review
44
Exceptional items
Exceptional income of £14.9 million (2021: expenses of
£6.0 million) reflects the pre-tax profit received on the sale
of Silica in April 2021. Silica is a transfer agency business in
South Africa. During financial year 2021, we took a strategic
decision to dispose of Silica, further simplifying our
business. The sale, which completed on 30 April 2021, will
allow Silica to work with a strong and strategically-aligned
partner, FNZ, and allow Ninety One to focus on its core
investment management business. Ninety One remains
a client of Silica.
In 2021, exceptional expenses largely reflected the spend
relating to the completion of the rebranding of Ninety One.
Profit before tax
Profit before tax increased 31% to £267.1 million (2021:
£204.1 million), while adjusted operating profit increased
12% to £230.4 million (2021: £206.2 million). The reason for
the difference in these increases is the profit on sale of
Silica and the share scheme net credit, neither of which
are reflective of operating performance for the year.
Earnings per share
£ million (unless stated otherwise)
Profit after tax
Profit attributable to non-controlling interests
Profit attributable to shareholders
Exceptional items1
Gain on disposal of associate1
Adjusted net interest income1
Share scheme net credit1
Silica profit1
CGT on disposal of subsidiaries1
Tax on other adjusting items1
Adjusted earnings attributable to shareholders
Weighted average number of ordinary shares (m) – basic
Weighted average number of ordinary shares (m) – diluted
Number of ordinary shares (m)
Earnings per share (p)
– Basic
– Diluted
Headline earnings per share (p)
– Basic
– Diluted
Adjusted earnings per share (p)
Profit analysis
£m
71.8
210.1
(14.3)
(23.1)
(13.1)
20.8 252.2
14.9 267.1
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Effective tax rate
The effective tax rate for the twelve months to 31 March
2022 was 23.1% (2021: 24.3%), against a headline UK
corporation tax rate of 19.0% (2021: 19.0%) and a headline
South Africa corporation tax rate of 28.0% (2021: 28.0%).
The decrease is primarily due to the inclusion of
adjustments in the prior year.
Full year
2022
205.3
—
205.3
(14.9)
—
(3.7)
(18.1)
—
4.1
4.5
177.2
907.8
917.7
922.7
22.6
22.4
21.4
21.1
19.2
Full year
2021
154.6
(0.2)
154.4
6.0
(0.2)
(2.2)
—
(1.7)
—
0.2
156.5
912.7
916.8
922.7
16.9
16.8
16.9
16.8
17.0
Change %
33
n.m.
33
n.m.
—
68
n.m.
n.m.
n.m.
n.m.
13
(1)
—
—
34
33
27
26
13
1.
This comprises a component of “non-operating items” per adjusted earnings per share definition. Please refer to explanations and definitions, including alternative
performance measures, on pages 46 to 47 and 166 to 167 respectively.
Ninety One Integrated Annual Report 2022
Basic earnings per share (“Basic EPS”) and diluted EPS increased 34% and 33% to 22.6p and 22.4p respectively (2021: 16.9p
and 16.8p respectively). Basic headline EPS (“Basic HEPS”) and diluted HEPS increased 27% and 26% to 21.4p and 21.1p
respectively (2021: 16.9p and 16.8p respectively). Adjusted EPS grew broadly in line with adjusted operating profit by 13%
to 19.2p (2021: 17.0p), which is reflective of the core operating performance of Ninety One, as set out under alternative
performance measures on pages 46 and 47.
45
There was no change in the number of shares in issue. The impact of the investment in own shares held by Ninety One as part
of the Ninety One share scheme had a small impact on the weighted average number of ordinary shares.
For details on calculations, see note 9 to the consolidated financial statements.
Summary balance sheet
£ million
Non-current assets
Current assets
Linked investments backing
policyholder funds
Cash and cash equivalents
Other current assets
Total current assets
Total assets
Non-current liabilities
Current liabilities
Policyholder investment contract liabilities
Other current liabilities
Total current liabilities
Total liabilities
Equity
Total equity and liabilities
31 March 2022
31 March 2021
Policyholders
Shareholders
Total IFRS
—
151.2
151.2
Policyholders
—
Shareholders
155.0
Total IFRS
155.0
10,785.9
—
66.7
10,852.6
10,852.6
30.0
10,769.9
52.7
10,822.6
10,852.6
—
10,852.6
—
406.6
271.7
678.3
829.5
130.2
—
357.7
357.7
487.9
341.6
829.5
10,785.9
406.6
338.4
11,530.9
11,682.1
160.2
10,769.9
410.4
11,180.3
11,340.5
341.6
11,682.1
9,063.9
—
51.0
9,114.9
9,114.9
28.8
9,033.6
52.5
9,086.1
9,114.9
—
9,114.9
—
337.5
297.2
634.7
789.7
146.6
—
389.8
389.8
536.4
253.3
789.7
9,063.9
337.5
348.2
9,749.6
9,904.6
175.4
9,033.6
442.3
9,475.9
9,651.3
253.3
9,904.6
Assets and liabilities
Ninety One undertakes investment-linked insurance
business through one of its South African entities, Ninety
One Assurance, and does not take on any insurance risk in
respect of such business. The policyholders hold units in a
pooled portfolio of assets via linked policies issued by the
insurance entity. The assets are beneficially held by the
insurance entity and the assets are reflected on its statement
of financial position. Due to the nature of a linked policy,
Ninety One’s liability to the policyholders is equal to the
market value of the assets underlying the policies, less
applicable taxation. The increase in policyholder assets is
largely due to foreign exchange gains and improved
markets. The commentary below only covers the
shareholders’ amounts.
Total assets increased to £829.5 million (31 March 2021:
£789.7 million), largely due to cash and cash equivalents
which increased to £406.6 million (31 March 2021:
£337.5 million).
Ninety One has limited seed investments. Seed capital for
mutual funds was £2.7 million (31 March 2021: £3.1 million)
and co-investments in private equity and real estate funds
totalled £6.3 million (31 March 2021: £8.2 million).
Total liabilities decreased to £487.9 million (31 March 2021:
£536.4 million). There is no debt financing on the
balance sheet.
Equity increased to £341.6 million (31 March 2021:
£253.3 million), reflecting the profits for the year, net
of the payment of the interim dividend and the prior year
final dividend.
Ninety One has established employee benefit trusts
(“EBTs”) for the purpose of purchasing shares and
satisfying the share-based payment awards granted to
employees. Over the financial year, 6.8 million shares were
purchased through these trusts and 0.2 million shares were
released to employees, resulting in a total of 17.6 million
shares held by the EBTs, representing 1.9% of Ninety One’s
922.7 million total shares in issue.
Strategic ReportGovernanceFinancial StatementsAdditional Information 46
Financial Review
Capital and regulatory position1
£ million
Equity
Non-qualifying
assets2
Qualifying capital
Dividends proposed
Estimated regulatory
requirement3
Estimated capital
surplus
31 March 2022
IFPR regime
31 March 2022
BIPRU regime
341.6
341.6
31 March 2021
BIPRU regime
253.3
(27.6)
314.0
(71.0)
(11.6)
330.0
(71.0)
(13.3)
240.0
(61.7)
(114.2)
(103.0)
(104.4)
128.8
156.0
73.9
1.
The above table represents the amalgamated position across Ninety One plc
and its subsidiaries and Ninety One Limited and its subsidiaries, which for
regulatory capital purposes are separate groups. Both groups had an
estimated capital surplus at 31 March 2022 and 31 March 2021.
2. Non-qualifying assets comprise assets that are not available to meet
regulatory requirements.
3. Estimated regulatory requirement at 31 March 2022 under the BIPRU regime is
the requirement calculated as at 31 December 2021, the last date the BIPRU
rules applied.
Estimated regulatory capital required increased to
£114.2 million (31 March 2021: £104.4 million). Ninety One has
an expected capital surplus of £128.8 million (31 March 2021:
£73.9 million), which is consistent with our commitment to a
capital-light balance sheet. This means Ninety One holds a
capital cover of 213% of its capital requirement (2021: 172%).
The capital requirements for all Ninety One companies are
monitored throughout the year.
Dividends
The Board has considered the resilience of the balance
sheet. In line with the stated dividend policy, the Board has
recommended a final dividend of 7.7p per share. Of this,
4.8p per share represents 50% of profit after tax prior to
the recognition of non-operating items and 2.9p per share
represents after-tax earnings after ensuring it has sufficient
capital to meet current or expected changes in the
regulatory capital requirements and investment
needs, as well as a reasonable buffer to protect against
fluctuations in those requirements. If approved at the
AGM, the final dividend will be paid on 5 August 2022 to
shareholders included on the share registers on 15 July
2022 and will result in a full-year dividend of 14.6p per share
(2021: 12.6p).
There are no plans to increase the current number of
shares in issue.
Liquidity
Ninety One maintains a healthy liquidity position, which
comprises cash and cash equivalents of £406.6 million
(31 March 2021: £337.5 million). Ninety One maintains a
consistent liquidity management model, with liquidity
requirements monitored carefully against its existing and
longer-term obligations. To meet the daily requirements of
the business and to mitigate its credit exposure, Ninety One
diversifies its cash and cash equivalents across a range of
suitably credit-rated corporate banks and money funds.
Alternative performance measures
Ninety One uses non-IFRS measures to reflect the manner
in which management monitors and assesses the financial
performance of the firm.
Items are included or excluded from adjusted operating
revenue and expenses based on management’s
assessment of whether they contribute to the core
operations of the business. In particular:
ɽ they exclude Silica as it is not core to Ninety One’s
asset management activities and as at 30 April 2021
has been divested;
ɽ foreign exchange differences are included as they
mainly relate to operating matters;
ɽ net gains or losses on investments are included as,
other than those related to deferred employee benefit
schemes and excluded as noted below, investments
are generally seed capital funding which is directly
attributable to operations;
ɽ deferred employee benefit scheme movements are
excluded as the movements offset and do not impact
operating performance;
ɽ subletting income is deducted from adjusted operating
expenses as it is a recovery of costs rather than a core
revenue item;
ɽ the share scheme net credit is excluded from adjusted
operating expenses so that they reflect the position as
though all awards during the year were expensed; and
ɽ interest expense on lease liabilities is included in
adjusted operating expenses to reflect the operating
costs of offices.
These non-IFRS measures are considered additional
disclosures and in no case are intended to replace the
financial information prepared in accordance with the
basis of preparation detailed in the consolidated financial
statements. Moreover, the way in which Ninety One defines
and calculates these measures may differ from the way in
which these or similar measures are calculated by other
entities. Accordingly, they may not be comparable to
measures used by other entities in Ninety One’s industry.
Ninety One Integrated Annual Report 2022 47
£ million
Staff expenses
Adjusted for:
Silica staff expenses
Share scheme net credit
Other items
Employee remuneration
£ million
Adjusted operating revenue
Adjusted operating expenses
Adjusted operating profit
Adjusted operating profit margin
£ million
Net interest expense
Adjusted for:
Interest expense on lease liabilities
Adjusted net interest income
Full year
2022
276.4
—
18.1
(0.1)
294.4
Full year
2022
663.9
(433.5)
230.4
34.7%
Full year
2022
(0.1)
3.8
3.7
Full year
2021
284.4
(14.1)
—
1.0
271.3
Full year
2021
603.5
(397.3)
206.2
34.2%
Full year
2021
(1.5)
3.7
2.2
Foreign currency
The financial information is prepared in British pound
sterling. The results of operations and the financial
condition of individual companies are reported in the local
currencies of the countries in which they are domiciled,
including South African rand and US dollar. These results
are then translated into pounds sterling at the applicable
foreign currency exchange rates for inclusion in the
consolidated financial statements. The following table sets
out the movement in the relevant exchange rates against
pounds sterling for the twelve months ended 31 March
2021 and 2022.
SA rand
US dollar
31 March 2022
31 March 2021
Year end
Average
19.03
1.31
20.29
1.37
Year end
20.39
1.38
Average
21.35
1.31
These non-IFRS measures are considered to be pro forma
financial information for the purpose of the JSE Listings
Requirements and are the responsibility of Ninety One’s
Board. Due to their nature, they may not fairly present the
issuer’s financial position, changes in equity, results of
operations or cash flows. The non-IFRS financial
information has been prepared with reference to JSE
Guidance Letter: Presentation of pro forma financial
information dated 4 March 2010 and in accordance with
paragraphs 8.15 to 8.33 in the JSE Listings Requirements,
the Revised SAICA Guide on Pro forma Financial
Information (issued September 2014) and International
Standard on Assurance Engagement (“ISAE”) 3420 –
Assurance Engagements to Report on the Compilation of
Pro forma Financial Information included in a Prospectus,
to the extent applicable given the Non-IFRS Financial
Information’s nature. This pro forma financial information
has been reported on by KPMG Inc in terms of ISAE 3420
and their unmodified report is available for inspection on
the Ninety One website (www.ninetyone.com).
These non-IFRS measures, including reconciliations to their
nearest consolidated financial statements equivalents, are
as follows:
Full year
2022
663.9
Full year
2021
625.1
£ million
Net revenue
Adjusted for:
Silica third-party revenue
Foreign exchange gain/(loss)
Net gain on investments
Deferred employee benefit
scheme gain
Subletting income
Share of profit from associates
Other income
Adjusted operating revenue
Of which management fees
Of which performance fees
Of which foreign exchange
gain/(loss)
Of which other (loss)/income
£ million
Operating expenses
Adjusted for:
Silica net expenses
Share scheme net credit
Deferred employee benefit
scheme gain
Subletting income
Interest expense on lease liabilities
—
1.2
1.2
(3.4)
(1.3)
0.4
1.9
663.9
632.8
31.1
1.2
(1.2)
Full year
2022
416.3
—
18.1
(3.4)
(1.3)
3.8
(18.9)
(6.3)
15.6
(14.2)
—
0.6
1.6
603.5
561.0
45.4
(6.3)
3.4
Full year
2021
425.0
(17.2)
—
(14.2)
—
3.7
397.3
Adjusted operating expenses
433.5
Strategic ReportGovernanceFinancial StatementsAdditional Information 48
Financial Review
Statement of viability
In accordance with the UK Corporate Governance Code,
the Board has assessed the current position and prospects
of the Group over a three year period to 31 March 2025.
The Board’s assessment has been made with reference to
Ninety One’s current position and strategy, the Board’s risk
appetite, Ninety One’s financial plans and forecasts, and its
principal and emerging risks and how these are managed, as
detailed in the Strategic Report. Consideration of the risks
arising from the COVID-19 pandemic, as well as the impacts
of the events and market conditions arising from the war in
Ukraine have also been included in this assessment.
Ninety One uses a three-year period in assessing viability,
consistent with the minimum period used in the Group’s
internal capital adequacy assessments and financial
projections. The financial projections incorporate both the
Group’s strategy and principal risks and are reviewed by the
Board at least annually. These formal approval processes
are underpinned by regular Board discussions of strategy
and risks, in the normal course of business. Throughout the
year the Board assesses progress by reviewing forecasts
compared to the budget and longer-term projections
compared to the financial plan. The current year forecast
and longer-term financial projections are regularly updated
as appropriate and consider Ninety One’s profitability, cash
flows, dividend payments and other key internal and
external variables.
The Board regularly assesses the amount of capital that the
Group is required to hold to cover its principal risks and
scenario analysis is performed as part of both the financial
planning and internal capital assessment processes. These
scenarios evaluate the potential impact of severe but
plausible occurrences which reflect Ninety One’s risk profile.
Scenarios modelled included:
Market stress: the effect of a re-occurrence of the
financial crisis of 2007/08.
Shock event: a one-time event that led to an immediate
reduction in AUM at the higher end of the falls calculated in
the Market stress scenario and aligned to the risk appetite
limit for clients at risk.
Operational risk event: the effect of an idiosyncratic
operational risk event. The event modelled was that
representing the greatest single operational risk capital
charge included in the capital assessment process.
Net outflows: the effects of experiencing net outflows
equivalent to lowest proportion of net flows in relation to
opening AUM experienced by the Group.
A combination of the Market stress, Net outflows and
Operational risk event scenarios.
The internal capital assessments are conducted separately
but in a consistent manner for each of the two groups:
Ninety One plc and its subsidiaries and Ninety One Limited
and its subsidiaries, as for regulatory capital purposes
these are considered to be separate groups.
Having reviewed the results of the stress tests, the Board
has concluded that the Group would have sufficient capital
and liquid resources in the respective scenarios and that
the Group’s ongoing viability would be sustained. It is
possible that a stress event could be more severe and have
a greater impact than has been determined plausible.
Actions are available that may reduce the impact of more
severe scenarios, but these have not been considered in
this viability statement.
The Board confirms, based on information known today,
that they have a reasonable expectation that Ninety One
will continue to operate, meet its liabilities as they fall due,
and maintain sufficient regulatory capital over the three
year period to 31 March 2025.
Ninety One Integrated Annual Report 2022 Risk Management
Our risk management and internal control framework
is supported by an embedded risk culture and strong
risk governance.
49
The DLC Board of Directors (‘the Board’) has ultimate
responsibility for risk management, the supporting system
of internal controls, and for reviewing their effectiveness.
To assist the Board in discharging its responsibilities, Ninety
One’s risk management and internal control framework has
clearly defined responsibilities and is designed to identify,
assess, monitor, and report current and emerging risks,
to ensure that the business operates within acceptable
tolerances as defined by the Board’s risk appetite.
The framework is designed to manage rather than
eliminate the risk of failure to achieve Ninety One’s business
objectives. It can only provide reasonable and not absolute
assurance against material misstatement or loss.
Risk culture
The concept of ‘doing the right thing’ is a key cultural
attribute at Ninety One and our culture and values
are embedded in our approach to risk management.
Ninety One advocates a risk-aware, open culture, where all
employees contribute to effective risk management and
are responsible for the maintenance of an effective internal
control structure. To ensure that Ninety One’s culture and
values permeate throughout the organisation, various
policies are in place that provide clear guidance on what
employees should and should not do. External third-party
service providers are also briefed on the level of standard
they are expected to adhere to.
Ninety One risk governance structure
Managing risk
The Board has delegated authority to the DLC Audit and
Risk Committee (“ARC”) to review the adequacy and
effectiveness of the Group’s risk management and internal
controls. Details of how the ARC oversees the risk
management and internal control framework is set out on
pages 70 to 74 of the report. The ARC (and executive
management) is supported by a Management Audit
Committee (“MAC”) and Management Risk Committee
(“MRC”). The MAC oversees the completeness, accuracy
and effectiveness of financial reporting, corporate tax
compliance, and internal and external audit reports.
The MRC ensures that there is appropriate oversight,
reporting and escalation of risks identified in the business
or wider operating environment, and ensures that there
are sufficient and effective risk mitigation activities
and processes in place. The MRC is attended by senior
representatives from all areas of the business and is
further supported by a number of specialised risk
sub-committees, comprising subject matter experts from
across the business who perform a more detailed review
of their risk universe to ensure that all risk matters are
identified and escalated.
The risk management framework utilises tools including
risk assessments, key indicators, scenario stress tests
and learnings from internal and external events.
DLC Board of Directors
Chief Executive
Officer
DLC Audit and Risk Committee
Executive
management
Management
Risk Committee
Management
Audit Committee
Key:
Independent
Executive
Management
Specialised risk sub-committees
1st Line:
Management
2nd Line:
Oversight functions
3rd Line:
Independent assurance
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Risk Management
50
Each risk is analysed and assigned a ‘risk materiality’,
based on risk ratings derived from a Risk Impact Matrix
as defined in our Risk Appetite Policy. This facilitates
measurement relative to Ninety One’s risk appetite,
therefore determining primary treatment and appropriate
levels of escalation. This model ensures that current and
emerging risks are escalated to the ARC (and Board,
where appropriate), and that all relevant levels of risks
are regularly and formally evaluated.
Ninety One has implemented a Governance Risk and
Compliance (“GRC”) technology solution, which is used
by all three lines of defence.
The GRC is a single repository of processes, risks and
controls from which each team’s own risk assessments
are administered, evaluated and challenged. GRC
facilitates a more structured and cohesive approach
to managing risk within the business.
Risk appetite
Risk appetite sets the “tone from the top” and provides
parameters within which the business can operate. Risk
appetite statements are set by the Board and cover all
our key risks that are aligned to our business model and
strategy. Each risk appetite statement is underpinned by
limits prescribed in Ninety One’s Risk Appetite Policy, where
both qualitative and quantitative factors are considered
when assessing new and emerging risk materiality and
determining the treatment and appropriate escalation.
Risk appetite provides a mechanism for treating risks that
exceed Ninety One’s risk appetite and ensuring the Board
and key committees are appropriately informed. Risk
appetite statements and corresponding key risks are
maintained in an aggregate risk register, where the
appropriateness of risk profiles applied are monitored on an
ongoing basis by the Management Risk Committee. Ninety
One’s risk appetite is approved annually by the Board.
The ‘three lines of defence’
Ninety One’s risk management framework utilises
a ‘three lines of defence’ approach to manage risk.
This ensures that there is responsibility for risk
management embedded within the specialist teams
overseeing day-to-day processes and demonstrable
independence within the functions employed to
challenge them.
Ninety One supports a Combined Assurance Framework,
with the three lines of defence forming the pillar of Ninety
One’s Governance and Oversight Structure, to manage
and mitigate risk.
Ninety One’s employees are the first line of defence
against risk.
ɽ Ninety One believes that good risk management is
achieved by empowering its employees to identify risk.
ɽ Line managers are the first point of escalation, as
their detailed understanding of Ninety One’s processes
make them best placed to assess and manage risk
in line with Ninety One’s risk appetite.
ɽ Individual risk management responsibilities also
form a key part of the annual employee performance
review process.
The second line of defence comprises the risk
management and compliance teams.
ɽ Ninety One’s risk management teams design the risk
management framework and are trusted partners
who advise on risk management matters and
challenge the first line’s assessment of risk.
ɽ Risk management separates into two specialist
areas namely investment risk (within portfolios)
and operational risk.
ɽ Compliance independently review and monitor
the investment and operational processes against
regulatory requirements.
Navigating a post-pandemic environment
Ninety One’s operations continued to operate
effectively throughout the ongoing COVID-19
pandemic during the current financial year.
Remote working capabilities delivered uninterrupted
operations across the organisation without any
significant impact on the control environment
or regulatory obligations.
Ninety One remains focused on enhancing its
operational resilience to better equip the Group
in assessing and managing risk. The Operational
Resilience programme undertook scenario testing
on important business services, and results
indicated that Ninety One’s operations remain
viable and well-positioned to operate under
extreme business-disrupting events.
As markets recover, and volatility normalises, Ninety
One continues to monitor the residual impact of the
pandemic on our products, investments activities,
and key third-party and outsourced partners.
Investing in the health and wellbeing of our
employees remains one of Ninety One’s key
priorities. We continued to support and motivate
our employees, enabling the firm to overcome the
next major challenge and help build a sustainable,
growth-inclusive business where we are committed
to investing for a better tomorrow.
Ninety One Integrated Annual Report 2022 51
Assessment of risks
Ninety One periodically assesses the risks faced by
our business. We have a number of key risk categories,
including Business and Strategic, Investment and
Operational risk. These risk categories have been
assessed utilising the intelligence gathered from the risk
management framework tools (i.e. risk assessments, key
indicators, stress and scenario tests and learnings from
internal and external events). This process takes account of
political, economic and industry risks. The development of
emerging risks is monitored on an ongoing basis, to update
the assessment of the risks, the progress of actions, and
incorporating any material developments.
Ninety One uses this information to identify its principal
risks, which are ranked within each category based on
a combined assessment of the impact and likelihood of
each occurring, with reference to associated measures
per Ninety One’s risk appetite.
Business and strategic risks
1. Development and implementation of business strategy
2. Planning and adapting to macro events
3. Product offerings meeting client needs and/or
providing value
4. Attracting and/or retaining talent
5. ESG and sustainability
Investment risks
6. Meeting client investment objectives
7. Effectively managing risk in clients’ portfolios
Operational risks
8. Designing and/or operating an effective
control environment
9. Meeting regulatory and/or contractual obligations
10. Operational resilience and continuity planning
The third line of defence is an independent internal
audit team.
ɽ Ninety One’s Internal Audit function provides
independent (objective and impartial) assurance, as
well as advisory services designed to add value and
improve Ninety One DLC’s operations. Internal Audit
does this by bringing a systematic disciplined approach
to evaluate and improve the effectiveness of risk
management, and governance processes, and to
report on the integrity of the controls within the
business. Internal Audit report to the Board via the
ARC on the governance and risk management
framework and control environment.
FY 2022 developments
During the 2022 financial year, a number of initiatives were
undertaken by Ninety One’s Risk function to enhance our
risk management framework and the way we manage risk:
ɽ A formal Operational Resilience programme was
established to build on our existing resilience
capabilities. Our important business services were
identified and assigned impact tolerances, which
were stress tested to ensure that we can continue
to operate during severe but plausible disruptions.
ɽ We continued to enhance our Risk and Control
Self Assessment (“RCSA”) process. This included
improving the documentation of risks and controls
and challenging RCSA’s with the aim to minimise
the occurrence of risk events.
ɽ We enhanced the process and delivery of Ninety One’s
‘Report on Internal Controls’ in accordance with the
revised Technical Release AAF 01/20 issued by the
Institute of Chartered Accountants in England and
Wales, and the International Standard on Assurance
Engagements (“ISAE”) 3402.
ɽ We continued to develop our approach in assessing
ESG and sustainability risks.
ɽ New capital and liquidity requirements were introduced
to investment firms in the UK under the Investment
Firms Prudential Regime (“IFPR”), effective from
1 January 2022. One of the key impacts is the transition
of the current ICAAP to an Internal Capital and Risk
Assessment (“ICARA”). In line with these requirements,
we are now identifying, assessing, and managing any
material harms (to clients, to the market, or to the firm
itself) that could result from the ongoing operation,
and the winding-down of the Group’s business.
ɽ Given the continuous increase in the development and
sophistication of cyber-attacks, Ninety One recognised
the need to continuously enhance our response
readiness and resilience to serious cyber security
incidents. Ninety One engaged with external service
providers where an extensive security incident tabletop
exercise was performed, further augmenting existing
protection measures.
Strategic ReportGovernanceFinancial StatementsAdditional Information Principal Risks
52
The Board has carried out
a robust assessment of the
Group’s risks.
Key:
Risk profile change over the financial year
Risk status has improved
Risk status has remained stable
Risk status has deteriorated
Below is a summary of the principal risks which are
reviewed by the ARC and the Board and have the
potential to threaten the Group’s business model, future
performance, solvency, or liquidity and impact its brand
integrity and reputation. Reputational risk is not in itself one
of the principal risks detailed below. Ninety One considers
reputational risk a key factor in evaluating all principal risks,
as it can be impacted by any of the principal risks identified.
Ninety One recognised the increasing risks associated with
disruptive climate change and its impact on our business
and on the long-term sustainability of our planet. In view of
its ever-increasing importance, ESG and sustainability risk
was incorporated as a standalone principal risk during the
financial year.
Business and strategic risks
Business and strategic risks are identified when Ninety One fails to deliver on its strategy and strategic objectives. Business and strategic
risks can manifest through a failure to foresee and respond to the changing needs of our clients and other stakeholders, lack of operational
resilience and ability to adapt to changes in the operating environment, or an inability to attract or retain the right talent to deliver good
stakeholder outcomes.
Risk
Risk management/mitigation
Update on the risk assessment in FY 2022
1. Development and implementation of business strategy
Ninety One faces risks associated
with the implementation of
its strategy, owing to internal
or external factors which may
delay or inhibit progress on its
strategic priorities.
ɽ Group strategy is reviewed and approved by
the Board annually.
ɽ The Chief Executive Officer, with support
of executive management, receives regular
feedback from teams across the firm, allowing
them to review and monitor progress against
Ninety One’s strategic objectives. Appropriate
action is taken as necessary to ensure that the
Group strategy remains relevant and on track.
ɽ The Chief Executive Officer provides regular
updates to the Board on progress against
Ninety One’s strategic objectives.
2. Planning and adapting to macro events
Ninety One’s AUM and profitability
are exposed to volatility in global
financial markets and to other
adverse financial, economic,
political and market factors that
affect investor sentiment and
the operating environment.
Ninety One is subject to the risk of
adverse changes in the laws and
regulations in the markets in which
it operates.
Fluctuations in exchange rates
can also impact financials.
ɽ Ninety One has a diverse range of investment
strategies and funds with a diverse client
base, spread across multiple geographies
and client types.
ɽ Both product and client diversification help
reduce the potential impact of adverse
financial, economic, political and/or market
factors in any one of the markets in which
Ninety One operates.
ɽ The compliance team performs continuous
monitoring to identify new regulations and
regulatory communications.
Strategic priorities: 1, 2, 3, 4, 5
Risk profile:
Ninety One adopts a long-term approach to
the development and delivery of its strategy.
As a result, the strategic principles and
priorities of the prior year remain unchanged.
We achieved net inflows across all asset
classes and regions reflecting:
ɽ general improvement in client momentum
and strengthening of client relationships,
including North American institutional
clients; and
ɽ growing demand for sustainability strategies.
See Our strategy section on pages 12 to 13
for more information.
Strategic priorities: 1, 2, 3, 4, 5
Risk profile:
Since inception, Ninety One has gained
substantial experience in the management of
macroeconomic and geopolitical risk, which
included navigating the global financial crisis
of 2008 and the UK’s withdrawal from the
EU following the Brexit referendum in 2016.
More recent headwinds impacting financial
markets and economic prospects included
the COVID-19 pandemic, the threat of rising
interest rates and inflation, which was all
exacerbated by the recent outbreak of war
between Russia and Ukraine.
Ninety One saw growth in AUM and profit this
year, which serves as evidence to the firm’s
resilience and ability to respond to changing
market conditions, and has maintained good
engagement with its clients over the period.
Ninety One Integrated Annual Report 2022 Business and strategic risks continued
Risk
Risk management/mitigation
Update on the risk assessment in FY 2022
3. Product offerings meeting client needs and/or providing value
Strategic priorities: 1, 2, 3, 4,
Risk profile:
53
Ninety One requires appropriate
and relevant product offerings to
succeed in the competitive industry.
Diversity and innovation protect
Ninety One against changes in
client demand patterns.
ɽ Ninety One has a clear product focus, offering
a diverse mix of investment capabilities and
differentiated strategies to meet current, and
anticipate future changes in client needs.
ɽ The product development and commercial
strategy teams focus on strategy, research,
innovation, and changing investor requirements.
ɽ Client-facing professionals are in close contact
with clients to ensure that the firm can react to
any concerns and changes in their needs; and
also ensure that the firm’s offerings continue
to anticipate changes in client expectations
and demands.
Ninety One continually seeks ways to improve
product offerings to clients. A key focus
this year has been the development of a
common framework to embed sustainability
across Ninety One’s products, offering clients
attractive solutions to support them in the
achievement of their sustainability goals.
As part of our disciplined product process,
and continuous drive to offer investors
attractive solutions in differentiated
strategies, the year included a broader
product and strategic review and saw new
offerings being launched or transitioned.
4. Attracting and/or retaining talent
Ninety One is a people business.
Being able to retain and attract
the best talent is key to Ninety
One’s ability to continue to provide
competitive product offerings and
to service our clients and prospects
in a unique and differentiated way.
ɽ We offer competitive remuneration and
retention packages to support the retention
of employees.
ɽ Selective recruitment through our graduate
and experienced hire programmes.
ɽ Holistic talent development approach for
leaders and managers which enhances
depth and strength of employees.
5. ESG and sustainability
Failure to address and embed
ESG-related risks, including
sustainability, in our products and
business model could adversely
impact profitability, reputation
and long-term growth plans.
ɽ The investment risk team monitors and
challenges the investment process in respect
of ESG factors, and monitors firm and portfolio
level sustainability risks. This is reported to
the Sustainability Committee, which has
oversight of ESG risks, including resultant
climate-related risks.
ɽ ESG integration and potential risks in specific
strategies are monitored and discussed as
part of the investment process.
Strategic priorities: 5
Risk profile:
There has not been an increase in
unexpected departures and overall attrition
levels have remained stable.
The human capital team undertook culture
workshops to re-articulate our culture and
assist staff with navigating a post-pandemic
working environment.
Strategic priorities: 1, 2, 3, 4,
Risk profile:
A defined sustainability framework allowed
for close monitoring of ESG-related risks with
oversight from the Sustainability Committee
who provide relevant updates to executive
management and the DLC Sustainability,
Social and Ethics Committee.
We continue to address and embed
sustainability within our business and operating
model. The development of an internal ESG
database will provide investment teams
with a better understanding of the impact of
potential ESG-related risks on the portfolios
they manage.
Strategic ReportGovernanceFinancial StatementsAdditional Information Risk Management | Principal Risks
54
Investment risks
Investment risks are where we do not achieve clients’ investment objectives, or where portfolios are exposed to inappropriate levels of risk
in pursuit of achieving their objectives. Investment risks can manifest through portfolio positioning, portfolio construction, stock selection
or inappropriate benchmarking.
Risk
Risk management/mitigation
Update on the risk assessment in FY 2022
6. Meeting client investment objectives
Poor investment performance
relative to clients’ stated
benchmarks or outcomes could
mean Ninety One fails to meet
clients’ investment objectives.
ɽ Ninety One has clearly defined investment
processes, designed to meet targets within
stated risk parameters, and deliver on the
investment mandate of each product/strategy.
This is subject to ongoing review and challenge
through our established risk management
processes and governance structure.
ɽ An independent investment risk and
performance team monitors and oversees
portfolio performance and the risk profiles
of all Ninety One portfolios.
7. Effectively managing risk in clients’ portfolios
Risk limits
Poor management of investment
risks within portfolios or funds
may lead to poor client outcomes
through excessive, or insufficient
risk-taking.
ɽ An independent investment risk team
monitors various risk measures to ensure
portfolio risk is appropriate and that risk
budgets are effectively used. This is subject
to ongoing review and challenge through
our established risk management processes
and governance structure.
Strategic priorities: 1, 2, 3, 4,
Risk profile:
ɽ We saw a good aggregate performance
compared to benchmarks, across all
reporting periods against a background
of recovering markets post the pandemic.
ɽ The majority of investment strategies
performed broadly as expected given
the market conditions.
ɽ The fourth quarter of FY 2022 has proved
more challenging, impacting some of
the outperformance in the short term.
The longer-term performance and track
record for the majority of the strategies
remain satisfactory.
Strategic priorities: 1, 2, 3, 4,
Risk profile:
Volatility largely normalised during 2021
as markets recovered from the pandemic.
However, it increased again during the fourth
quarter of FY 2022 due to tensions between
Russia and Ukraine, but was still well below
COVID-19 crisis levels.
Overall portfolio risks have remained within
acceptable parameters.
Liquidity
Poor liquidity management could
result in clients being unable to
withdraw assets when needed at
prevailing market prices, and this
could impact the value of clients’
investments or the performance
of their portfolio.
Operational risks
ɽ The investment risk team measures liquidity for
all portfolios, to ensure liquidity obligations can
be met. Given the redemption commitments
of pooled vehicles, particular focus is given
to these portfolios.
ɽ A Liquidity Management Committee actively
monitors and assesses the liquidity risks
and potential mitigants for our products
on an ongoing basis.
Market liquidity across asset classes has
largely normalised following the disruption
caused during the initial stages of the pandemic.
Ninety One portfolios continued to
implement their investment strategies and
service subscriptions and redemptions
without disruption throughout this period.
We are monitoring liquidity closely given
the events of the fourth quarter of FY 2022.
Operational risks result from the poor design and/or execution of controls. It can result in a poor client experience through sub-
standard servicing (including errors or omissions) or disruption to the provision of services. Operational risks can also result from
external threats, such as attacks on technology defences or failings at key third parties. Operational risks can inconvenience clients
and damage Ninety One’s reputation. Operational risks can also expose clients and Ninety One to financial losses.
8. Designing and/or operating an effective control environment
Strategic priorities: 1, 2, 3
Risk profile:
Internal control environment
A breakdown in Ninety One’s
controls could result in a poor
client experience or have a material
financial impact on Ninety One.
ɽ Key business processes, risks and controls
are regularly reviewed and assessed through
the RCSA process.
ɽ The control environment is under continuous
review by the internal audit team. Findings
are discussed with management and
the implementation of recommendations
is monitored.
Ninety One’s control environment
operated effectively throughout the period.
Key controls and management oversight
remained unaffected by intermittent remote
working through the continuation of the
COVID-19 pandemic, and productivity
remained at normal levels.
We continue to enhance our RCSA process
and oversight of our control environment.
Ninety One Integrated Annual Report 2022 Operational risks continued
55
Risk
Risk management/mitigation
Update on the risk assessment in FY 2022
8. Designing and/or operating an effective control environment continued
Strategic priorities: 1, 2, 3
Risk profile:
Key outsourcing partners
Ninety One utilises an outsourcing
model to support core areas of its
operations. Poor service levels or
controls could weaken Ninety One’s
own internal control environment
resulting in errors or poor client
experience.
ɽ Dedicated outsourced service provider oversight
teams to ensure comprehensive due diligence
prior to appointment, and ongoing oversight
monitoring of service delivery through our
established processes and governance structure.
ɽ Ninety One has formal guidelines (including
ongoing due diligence and KPI monitoring)
for managing and overseeing all outsourcing
relationships, such that scrutiny is commensurate
with the level of risk to our business.
Ninety One’s significant outsourcing
providers operated with minimal disruption
despite challenges resulting from the
COVID-19 pandemic. This reflects the
resilience of providers selected, which is a
key attribute of our due diligence process.
Ninety One has continued to work closely
with outsourced service providers to ensure
continuous high standards of service.
Technology and/or
cyber defences
Ninety One is dependent on the
proper and continued functioning of
its IT systems and may be vulnerable
to attacks on, or breaches of, its
security systems.
ɽ Ninety One has a well-defined IT strategy,
underpinned by established governance
and monitoring processes.
ɽ The implementation of and adherence to IT
security policies and risk assessments, which
are aligned with industry best practice.
ɽ A dedicated Information Security, Cyber and IT
Risk function is responsible for the operation of
our information and cyber-security governance,
risk management framework and is supported
by global specialist security providers.
9. Meeting regulatory and/or contractual obligations
Ninety One’s cyber defences have remained
robust and were unaffected by any of the
high-profile attacks reported in the media
during the year.
Cyber-security remains a high priority for
Ninety One, and we recognised the need
to continually invest in our cyber-security
technologies to ensure that our resilience
to potential cyber-attacks remains robust.
We continued to invest in employee training
and undertook cyber-awareness initiatives
for staff, to ensure that we remain resilient
against potential cyber-attacks.
Strategic priorities: 1, 2, 3, 4, 5
Risk profile:
Ninety One could fail to meet
its regulatory obligations or the
contractual obligations of its
clients, including adherence to
clients’ investment management
agreements.
This could result in poor client
outcomes or regulatory censure.
ɽ Global legal and compliance teams with local
representation in key operating jurisdictions.
Teams work closely with colleagues, management
and global regulators (where required) to ensure
that regulatory and contractual obligations are
identified, understood and are properly controlled.
A core focus for the period was to ensure
compliance with various (changing) regulations,
including those relating to climate change
and sustainable finance, prudential rules for
investment firms, operational resilience and
the transition away from LIBOR.
ɽ Training of relevant business areas remain
key in ensuring that Ninety One adheres to
these obligations.
Ninety One continues to monitor regulatory
divergence between the UK and the EU
post-Brexit.
10. Operational resilience and continuity planning
Internal or external events may
cause disruption to Ninety One’s
operations or render its systems
or offices inaccessible. This could
result in Ninety One being unable to
meet client or regulatory obligations
or service the needs of other
stakeholders.
ɽ As part of the Operational Resilience programme,
Ninety One undertakes scenario testing to assess
its ability to remain within its impact tolerances for
a range of severe but plausible disruption events.
ɽ A robust capital adequacy process, including
specific capital scenarios for business
interruption, is in place to ensure Ninety One is
sufficiently capitalised should it need to draw on it.
ɽ Business continuity and disaster recovery plans
are tested periodically to ensure Ninety One
can operate during, respond to, and recover
from any unforeseen events.
Strategic priorities: 1, 2, 3, 4, 5
Risk profile:
Ninety One’s operations continued to operate
effectively through the continuation of the
COVID-19 pandemic.
Through the Operational Resilience
programme, important business services
were stress-tested and areas of vulnerability
identified. Outputs were analysed to
inform management actions and enhance
resilience capabilities.
The Strategic Report was approved by the Board on 13 June 2022 and signed on its behalf by:
Hendrik du Toit
Chief Executive Officer
Kim McFarland
Finance Director
Strategic ReportGovernanceFinancial StatementsAdditional Information
Governance
56
Investing for a world of change
Leopards require space to roam, but are restricted by the borders of
nature reserves. The creation of wildlife corridors between otherwise
separated populations in South Africa not only provides larger habitats
to this threatened species, but also prevents inbreeding.
57
Strategic ReportGovernanceFinancial StatementsAdditional Information Corporate Governance Report
Chairman’s Introduction
58
Effective corporate governance
is an integral part of our efforts to
build a better firm and contribute
to a better world, in line with our
corporate purpose.
Dear shareholders
I am pleased to introduce our Governance Report for the
financial year 2022. Effective corporate governance is
an integral part of our efforts to build a better firm and
contribute to a better world, in line with our corporate
purpose. This report sets out how the boards of Ninety One
plc and Ninety One Limited (together the “Board”) and our
committees operated and discharged their duties during
the year. It also details the governance framework for
Ninety One plc and its subsidiaries and Ninety One Limited
and its subsidiaries (together “Ninety One” or the “Group”),
and how we have applied the provisions of the UK
Corporate Governance Code (the “UK Code”) and the
South African King IV Code on Corporate Governance
(“King IV”).
Governance structure
Ninety One operates as a dual-listed company (“DLC”)
under a DLC structure with a governance framework
derived from and aligned to the requirements of the UK
Code and King IV. The DLC structure comprises Ninety One
plc and Ninety One Limited. Ninety One plc is a public
company incorporated in the UK, with a primary listing on
the LSE and a secondary listing on the JSE. Ninety One
Limited is a public company incorporated in South Africa
and listed on the JSE. The Board of Directors of Ninety One
plc and Ninety One Limited are identical in terms of their
composition and Board meetings are held jointly. The Board
is responsible for the management, direction and
performance of the Group.
The Board has established five common committees under
the DLC structure: DLC Audit and Risk Committee, DLC
Human Capital and Remuneration Committee, DLC
Nominations and Directors’ Affairs Committee, DLC
Sustainability, Social and Ethics Committee and a DLC
Disclosure Committee. Where the Board delegates
specific powers for some matters to committees, the
outputs from each committee meeting are reported to the
Board, ensuring the necessary oversight. The Board and all
committees have access to independent expert advice
and the services of the company secretaries of Ninety One
plc and Ninety One Limited (together the “Company
Secretary”). You can find the current terms of reference,
which are reviewed annually, on Ninety One’s website at
www.ninetyone.com.
The Board delegates daily management responsibility
for Ninety One to the Chief Executive Officer. My role as
Chairman and the role of the Chief Executive Officer are
separate, clearly defined in writing and have been agreed
by the Board. The Chief Executive Officer is supported by
executive management in managing and developing the
business and delivering on the Board’s approved strategy.
The Chief Executive Officer has also established a number
of management committees to assist with managing the
Group’s business. Further details are set out in the Strategic
Report on page 49.
The nature of the DLC structure, the identical composition
of the boards and the single committee structure enables
the effective management of the dual-listed companies
as a single unified economic enterprise with due
consideration being given to the interests of the
ordinary shareholders of both Ninety One plc and
Ninety One Limited.
Ninety One Integrated Annual Report 2022 59
The Board
The Board currently comprises a Non-Executive Chairman,
Chief Executive Officer, Finance Director, four independent
Non-Executive Directors and one Non-Executive Director
who is not considered independent. In accordance with
the UK Code and King IV, Colin Keogh is the appointed
Lead/Senior Independent Director.
During the year, Fani Titi, Investec’s representative on
the Board, retired from the Board at the AGM on 4 August
2021. On behalf of the Board, I would like to thank him for
his contribution and commitment to the success of Ninety
One. In his place, we welcomed Khumo Shuenyane to the
Board as Investec’s new representative, effective 1 August
2021. Biographical details of all Directors can be found
on pages 60 to 61.
The UK Code recommends that at least half the board of
directors of a UK-listed company, excluding the Chairman,
should comprise Non-Executive Directors determined by
the Board to be independent. Being independent in
character and judgement and being free from any
relationships or circumstances that conflict with their
responsibilities, the Board regards the Chairman and
all of the Non-Executive Directors, other than Khumo
Shuenyane, as “independent Non-Executive Directors”
within the meaning of the UK Code.
The Directors believe that diversity, and the right
combination of skills, knowledge and experience, are vital
elements for an effective board, and these were monitored,
reviewed, and discussed throughout the year. The
commitment to diversity and inclusion is not just for the
Board but is a key objective for the rest of the business
to ensure that the Group benefits from the breadth of
perspective that diversity brings.
Information on Board appointments, induction, training and
the DLC Board Diversity Policy can be found in the DLC
Nominations and Directors’ Affairs Committee report on
pages 67 to 69. The expectation of the Non-Executive
Directors’ time commitment is set out in their letters of
appointment. Copies of these letters and the Executive
Directors’ service contracts are available for inspection at
the Group’s registered office during normal business hours.
Directors’ attendance at meetings during the year is set
out in the table on page 63. Information on Ninety One’s
approach to recruitment, development and retention
more generally can be found on pages 18 to 22.
All Directors have access to the advice and services of the
Company Secretary. The Board also obtains advice from
professional advisors if required. The Company Secretary
is the secretary for the Board and its committees, supporting
the Chairman in the design and delivery of the Non-
Executive Director induction programme, advising the
Board on corporate governance matters and on applicable
rules and relevant regulatory matters. The removal and
Compliance with the UK Code
and King IV
For the year ended 31 March 2022, the Board applied
the principles and applicable requirements of the
UK Code and King IV save as described below:
In relation to principles 8 and 10, King IV recommends
that the nomination committee’s members are all
non-executive directors, with the majority being
independent, and that the chief executive officer
shall not sit on the nomination committee, however,
Hendrik du Toit was a member of Ninety One’s
Nominations and Directors’ Affairs Committee
until he stepped down in favour of Busisiwe Mabuza
on 18 May 2021.
The UK Code is published by the Financial
Reporting Council and can be found on its website
www.frc.org.uk. King IV is issued by the Institute
of Directors in South Africa www.iodsa.co.za.
appointment of the Company Secretary is a matter
reserved for the Board’s approval and the Board confirms
the competence, qualification, and experience of the
Company Secretary annually.
The rules providing for the appointment, election,
re-election and removal of Directors are contained in
Ninety One’s Articles of Association and Memorandum of
Association (together the “Articles”) which may only be
amended by special resolution of the shareholders. In line
with the UK Code and the Articles, all Directors will offer
themselves for re-election at the AGM.
The Board and its committees undertake an annual
evaluation of their performance which is externally
facilitated every two years. Details of the process followed
for the 2021 evaluation, together with an update on findings
from the 2020 evaluation and a summary of the 2021
evaluation conclusions can be found on page 66. The
Board believes that its performance continues to be
effective, and that re-election is consistent with the
evaluation. The Board’s explanations as to why each
Director should be re-elected can be found in the notice
of meeting for the AGM.
Gareth Penny
Chairman
Strategic ReportGovernanceFinancial StatementsAdditional Information Corporate Governance Report
Board of Directors
60
Gareth Penny
Independent Non-Executive
Director and Chairman
Appointed: 2019
Hendrik du Toit
Chief Executive Officer
Appointed: 2019
Appointed as an Independent Non-Executive Director and Chairman
on 19 November 2019.
Appointed to the Board in October 2019. Hendrik is the Founder and
Chief Executive Officer of Ninety One.
Skills and experience: Gareth was previously Chairman of Norilsk
Nickel, Russia’s largest diversified mining and metals company, and of
the Edcon Group, a private fashion retailer in southern Africa. He also
served as a Non-Executive Director and Remuneration Committee
Chairman of the Julius Baer Group and on the Senior Advisory Board
of TowerBrook, a leading private equity firm.
Skills and experience: Hendrik entered the asset management
industry in 1988 and joined Investec Group in 1991, founding Investec
Asset Management, which rebranded to Ninety One in 2020. He also
served as Joint Chief Executive Officer of Investec Group from
1 October 2018 until the demerger and listing of Ninety One from
Investec Group on 16 March 2020.
For 22 years, Gareth was with De Beers and Anglo American, the
last five of which he was group Chief Executive Officer of De Beers.
External appointments: Hendrik is a Non-Executive Director
of Naspers Limited and its European subsidiary, Prosus.
Gareth has had considerable experience in chairing both public
and private boards and significant exposure to developing markets,
wealth management, private equity and the financial sector.
Kim McFarland
Finance Director
Appointed: 2019
Colin Keogh
Lead/Senior Independent Director
Appointed: 2019
Appointed to the Board in October 2019. Kim is Finance Director at
Ninety One.
Appointed as an Independent Non-Executive Director and DLC Human
Capital and Remuneration Committee Chair on 19 November 2019.
Skills and experience: Kim joined Investec Asset Management in
1993 as its Chief Financial Officer and Chief Operating Officer. She
served as an Executive Director of Investec plc and Investec Limited
from October 2018 until the demerger and listing of Ninety One in
March 2020.
Skills and experience: Colin has spent his career in financial
services, principally at Close Brothers Group plc, where he worked
for 24 years and was Chief Executive Officer from 2002 until 2009.
Previously, he was a Non-Executive Director of M&G Group Limited
and Virgin Money Holdings (UK) plc.
Prior to joining Investec, Kim qualified as a Chartered Accountant
at PricewaterhouseCoopers and was the Finance and Operations
Manager at two South African life insurance companies.
External appointments: Colin is Senior Independent Director and
chairs the Remuneration Committee of Hiscox Limited. He is also
Chairman of Hiscox Insurance Company, a subsidiary of Hiscox,
and Chairman of Premium Credit Limited, a specialist financial
services business.
Paula Watts
Ninety One plc Company Secretary
Appointed: 2020
Ninety One Africa Proprietary Limited
Ninety One Limited Company Secretary
Appointed: 2020
Appointed as Company Secretary of Ninety One plc on
29 January 2020.
Appointed as Company Secretary of Ninety One Limited on
24 February 2020.
Paula joined Ninety One in June 2019 and is a seasoned Company
Secretary with over 25 years of experience working mainly in public
limited companies. She has spent the last 15 years working in the
financial services sector in both senior permanent and interim
Company Secretary roles. Her most recent publicly listed company
role was as Interim Company Secretary for Hargreaves Lansdown plc.
Paula is a Fellow of the Chartered Governance Institute.
Ninety One Integrated Annual Report 2022
Committee key
Committee Chair
DLC Audit and Risk
DLC Disclosure
DLC Human Capital and Remuneration
DLC Nominations and Directors’ Affairs
DLC Sustainability, Social and Ethics
Busisiwe Mabuza
Independent Non-Executive Director
Appointed: 2019
Idoya Basterrechea
Aranda
Independent Non-Executive Director
Appointed: 2019
61
Appointed as an Independent Non-Executive Director and DLC
Sustainability, Social and Ethics Committee Chair on 19 November 2019.
Appointed as an independent Non-Executive Director on
19 November 2019.
Skills and experience: Busisiwe has held several Non-Executive
Directorships, including appointments as Chair of the board of
Airports Company South Africa Limited and the Central Energy Fund
Proprietary Limited. She was also previously a Partner at Ethos Private
Equity Proprietary Limited.
External appointments: Busisiwe is Chair of the Board of Industrial
Development Corporation of South Africa, which was established to
promote sustainable economic growth and industrial development in
South Africa and is the largest development finance institution in
Sub-Saharan Africa. She is also lead Independent Director of Tsogo
Sun Gaming Limited, a South African gaming and entertainment group
listed on the JSE.
Skills and experience: Prior to joining the Board of Ninety One, Idoya
was a founding member, Chief Investment Officer and Deputy General
Director of Norbolsa SVB (the investment arm of the Basque Savings
Banks) from 1989 to 2013, and Senior Partner at Fidentiis SGIIC S.A.
from 2014 to 2020. Idoya has been a member of the Bizkaia Bar
Association since 1984.
External appointments: Idoya is a Senior Adviser at Bestinver S.A.,
an independent asset management company that merged with the
Fidentiis group in 2020, headquartered in Madrid, Spain and owned by
Acciona S.A. She is also a Non-Executive Director of the Bilbao Stock
Exchange, Bolsas y Mercados Espanoles (BME), a SIX company.
Victoria Cochrane
Independent Non-Executive Director
Appointed: 2019
Khumo Shuenyane
Non-Executive Director
Appointed: 2021
Appointed as an Independent Non-Executive Director and DLC Audit
and Risk Committee Chair on 19 November 2019.
Skills and experience: Victoria previously served as a Non-Executive
Director at Gloucester Insurance Limited and Perpetual Income &
Growth Investment Trust plc, and was a Senior Adviser to Bowater
Industries Limited.
Victoria started her career as a solicitor and spent 10 years in private
practice. She joined Ernst & Young as their first UK General Counsel in
1991. She was a partner for 20 years and for the last five, she was a
global executive board member and global managing partner for risk.
External appointments: Victoria currently serves as Senior
Independent Director at Integrafin Holdings plc, Non-Executive
Director and Chair of the Audit Committee at Euroclear Bank SA/NV
and Senior Independent Director at the HM Courts & Tribunals
Service.
Appointed as a Non-Executive Director on 1 August 2021.
Skills and experience: Khumo is an Independent Non-Executive
Director of several listed and unlisted companies and currently
serves on the boards of a number of companies within the Investec
Group, and as Chairman of Investec Bank Limited.
From 2014, Khumo worked for six years in various capacities at Delta
Partners, a global advisory firm headquartered in Dubai, focussing on
the telecoms, media and technology sectors. Between 2007 and 2013
Khumo served as Group Chief Mergers & Acquisitions Officer for MTN
Group Limited and a member of its Group Executive Committee.
Khumo previously worked for Investec Bank for nine years, serving
as head of Principal Investments for three years and a member of
Investec’s corporate finance team before that. Prior to joining Investec
in 1998, Khumo worked for Arthur Andersen in Birmingham, UK and in
Johannesburg for six years from 1992. He qualified as a member of the
Institute of Chartered Accountants in England and Wales in 1995.
External appointments: Khumo serves as an Independent Non-
Executive Director of Investec Limited, Investec Plc, Investec Bank
Limited, Investec Property Fund Limited and Vodacom Group Limited.
Strategic ReportGovernanceFinancial StatementsAdditional Information
Corporate Governance Report
Governance framework and division of responsibilities
62
Governance framework
Ninety One plc
Ninety One Limited
Chairman
ɼ Chairs the Board and DLC
Nominations and Directors’ Affairs
Committee and member of the DLC
Disclosure Committee and DLC
Sustainability, Social and Ethics
Committee;
ɼ leads the Board, ensuring its
effectiveness on all aspects of its
role in directing the Group;
ɼ ensures that the Directors receive
accurate, timely and clear
information;
ɼ ensures effective communication
with shareholders;
ɼ acts on the results of the Board’s
performance evaluation by
recognising the strengths and
addressing the weaknesses of the
Board and, where appropriate,
proposing new members be
appointed to the Board or seeking
the resignation of directors; and
ɼ facilitates the effective contribution
of Non-Executive Directors and
ensures constructive relations
between Executive and
Non-Executive Directors.
Single unified economic enterprise
DLC Board of Directors
Chief Executive Officer
ɼ Chairs the DLC Disclosure
Committee and member of the DLC
Sustainability, Social and Ethics
Committee;
ɼ leads the Executive Directors and
executive management in the
day-to-day running of Ninety One
in accordance with the Board’s
approved strategy;
ɼ reviews the strategic direction
and operational performance
of Ninety One;
ɼ ensures that appropriate systems of
risk management and internal control
mechanisms are in place and
operating effectively; and
ɼ is supported by executive
management in managing and
developing the business and
delivering on the Board approved
strategy.
Finance Director
ɼ Responsible for all aspects of
financial and capital reporting
and governance;
ɼ supports and advises the Chairman
and the Chief Executive Officer in the
execution of strategy; and
ɼ ensures the Non-Executive Directors
have regular and timely access to
executive management and relevant
documentation.
Board Committees
Lead/Senior Independent Director
ɼ Chairs the DLC Human Capital and
Remuneration Committee and a
member of the DLC Audit and Risk
Committee;
ɼ chairs the DLC Nominations and
Directors’ Affairs Committee when
considering the succession of the
Chairman of the Board;
ɼ develops effective working
relationships with both Executive
and Non-Executive Directors while
having an awareness of any issues
or concerns individual Directors
may have; and
ɼ leads the annual performance
evaluation of the Chairman,
considering the views of both
Executive and Non-Executive
Directors and provides appropriate
feedback to the Chairman.
Non-Executive Directors
ɼ Advise and challenge management;
and
ɼ monitor management’s success in
delivering the agreed strategy within
the risk appetite and control
framework set by the Board.
DLC Audit and Risk
Committee
Oversees financial
reporting, corporate
governance, internal
controls and risk
management.
DLC Human Capital
and Remuneration
Committee
Determines and
develops policies
for remuneration of
the Chairman, the
Executive Directors and
senior executives.
DLC Nominations
and Directors’ Affairs
Committee
Oversees appointments
and succession
planning for Board
and senior executive
positions.
DLC Sustainability,
Social and Ethics
Committee
Oversees sustainability,
social and ethical
commitments, targets
and performance.
DLC Disclosure
Committee
Responsible for
overseeing the prompt
disclosure of inside
information.
See page 70 for the
committee report
See page 78 for the
committee report
See page 67 for the
committee report
See page 75 for the
committee report
Ninety One Integrated Annual Report 2022 Meetings and attendance
63
The Board is scheduled to meet at least quarterly, or as required, and provides direction, oversight, review, and challenge of
Ninety One’s business. The Chairman meets with the independent Non-Executive Directors on a regular basis, without the
Executive Directors present. Each scheduled meeting is normally held over two days, with Board committee meetings taking
place on the first day. All meetings are structured to allow open discussion. Comprehensive agendas and packs are
circulated beforehand so that Directors have the opportunity to consider the issues to be discussed, and detailed minutes
and any actions are documented.
Director
Gareth Penny
Hendrik du Toit*
Kim McFarland
Colin Keogh
Idoya Basterrechea Aranda
Victoria Cochrane
Busisiwe Mabuza*
Khumo Shuenyane**
Fani Titi**
Ninety One
plc
Ninety One
Limited
DLC Audit
and Risk
Committee
DLC Human
Capital and
Remuneration
Committee
DLC
Nominations and
Directors’ Affairs
Committee
DLC
Sustainability,
Social and Ethics
Committee
6/6
6/6
6/6
6/6
6/6
6/6
6/6
4/4
2/2
6/6
6/6
6/6
6/6
6/6
6/6
6/6
4/4
2/2
3/3
1/1
3/3
3/3
4/4
4/4
4/4
5/5
5/5
5/5
5/5
5/5
5/5
Key: attended/eligible to attend
*
Hendrik du Toit was a member of the Nominations and Directors’ Affairs Committee until 18 May 2021. He was replaced as a member of the committee by Busisiwe Mabuza.
** Khumo Shuenyane was appointed to the Board effective 1 August 2021 and Fani Titi retired from the Board at the AGM on 4 August 2021.
Group subsidiary governance
Ninety One is subject to regulation by various regulatory
bodies in the jurisdictions in which it operates. The nature
and extent of applicable regulation varies between
jurisdictions, but typically requires Group companies to
carry out specified activities to obtain and maintain
authorisation from one or more regulators to continue
those activities and, consequently, to comply with various
prudential and conduct of business rules, among other
requirements. Regulators also require the persons who
control authorised firms to obtain and maintain approval
to act as a controller. The Group’s Executive Directors
and members of executive and senior management serve
as Directors on the boards of Group companies and are
duly authorised to do so by the appropriate regulator.
Effective leadership
The Board’s primary role is to provide leadership to the
Group, to set Ninety One’s long-term strategic objectives
as well as its purpose and values, and to develop robust
corporate governance and risk management practices.
In February each year, management presents the proposed
strategic plan to the Board. This forms part of an annual
strategic off-site and allows the Board to critically
assess the proposed strategy with management before
considering its approval. The budget discussions also take
place in February each year to ensure that Ninety One has
the right resources to deliver the agreed strategy.
The Board has ultimate responsibility for ensuring that
the Group is managed effectively and in the best interests
of Ninety One’s clients, people, shareholders, and
other stakeholders. The Board believes that it has the
blend of skills, experience, independence and knowledge
appropriate to its needs. Further information on culture
and stakeholder engagement can be found in the Strategic
Report on pages 16 to 25. The Board operates within a
formal framework set out in the Board Charter which
includes a schedule of matters reserved. The Board
Charter can be found on our website www.ninetyone.com.
Strategic ReportGovernanceFinancial StatementsAdditional Information Corporate Governance Report
64
Board activities
The following are key items considered by the Board during the year and how these relate to Ninety One stakeholders:
Key activities
Key outcomes
Strategy and business
development
ɼ Performance
ɼ Strategic and corporate
development initiatives
ɼ Approved Group strategy to promote long-term sustainable
success;
ɼ approved sustainability strategy;
ɼ discussed environmental, social, and governance (“ESG”) investing
and initiatives; and
ɼ oversight of Ninety One’s Task Force on Climate-related Financial
ɼ Sustainability
Disclosures (“TCFD”) reporting.
Operational and
financial performance
ɼ Business updates
ɼ Operational performance
ɼ Budgeting and annual
reporting
ɼ Tax
ɼ Oversight of business performance against targets, budget
and strategy;
ɼ approved annual budget;
ɼ approved Integrated Annual Report and interim financial
statements;
ɼ reviewed and confirmed the Dividend Policy and recommended
and approved final and interim dividends; and
ɼ reviewed and approved the Group Tax Strategy and Policy.
Key stakeholders
ɼ Clients
ɼ Our people
ɼ Shareholders
ɼ Society
ɼ Clients
ɼ Our people
ɼ Shareholders
Governance and
stakeholders
ɼ Board and committee
effectiveness
ɼ Stakeholder engagement
ɼ Corporate policies
ɼ Approved the appointment of an external Board evaluation
facilitator for the Board’s annual effectiveness review;
ɼ reviewed the outcome, approved the actions, and confirmed the
Board’s effectiveness;
ɼ oversight of engagement with stakeholders, including our clients,
people, shareholders and society; and
ɼ considered recommendations from each Board committee and
reviewed and approved the refreshed corporate policies.
ɼ Clients
ɼ Our people
ɼ Shareholders
ɼ Society
Risk management
ɼ Risk framework
ɼ Cyber and information
security risks
ɼ Fraud and financial crime risks
ɼ Oversight of key risks, Risk Appetite Policy and governance
framework;
ɼ oversight of IT strategy;
ɼ oversight of anti-bribery and corruption controls and policy;
ɼ assessed effectiveness of risk management and internal controls;
ɼ Clients
ɼ Our people
ɼ Shareholders
ɼ Society
and
ɼ approved liquidity risk management framework and
wind-down plan.
People and culture
ɼ Employee engagement
ɼ Diversity and inclusion
ɼ Workforce remuneration
ɼ Assessed and monitored the Group’s culture;
ɼ discussed employee engagement;
ɼ oversight of employee health and wellbeing; and
ɼ reviewed and approved Board Diversity Policy and Group
diversity principles.
Regulatory
ɼ Listing rules and requirements
and Market Abuse Regulation
ɼ Capital adequacy
ɼ Directors’ duties and
responsibilities
ɼ Oversight of regulatory engagement and the meeting of regulatory
requirements;
ɼ approved the Modern Slavery Policy and Statement;
ɼ approved the ICARA; and
ɼ reviewed Directors’ duties and responsibilities in particular those
attributed to section 172(1) of the UK Companies Act 2006.
ɼ Clients
ɼ Our people
ɼ Shareholders
ɼ Society
ɼ Clients
ɼ Our people
ɼ Shareholders
ɼ Society
Ninety One Integrated Annual Report 2022 65
Priorities for the financial year 2023
Performance
Monitoring the performance of the Group and its
progress against the agreed strategic objectives is an
essential part of the Board’s responsibilities and will
remain a priority, particularly with regard to sustainability,
in the coming year.
Sustainability
Sustainability and climate change have become the
central topics of our times and Ninety One believes that
no one should be left behind in the transition to a net
zero carbon world. Ninety One is a signatory to the Net
Zero Asset Managers Initiative, working with investor
networks, companies, and our clients to support
the goal of net zero emissions by 2050 or sooner.
Sustainability and ESG factors have been integrated
throughout our investment platform for some time and
we continue to work on our ability to appraise the risks
relating to climate change and sustainability in general,
and the opportunities offered by the transition to a
low-carbon global economy. Further detail on our
approach can be found in the Strategic Report on
pages 26 to 40. Our Sustainability and Stewardship
Report 2022 and TCFD Report can be found on our
website, www.ninetyone.com.
Health and welfare of our people
Ninety One firmly supports the health and welfare of
its people, no more so than in these uncertain times.
Workforce engagement at all levels has been of
paramount importance to the Board throughout
the COVID-19 pandemic. As we transition out of the
pandemic, Ninety One believes that the office remains
the organisational centre of gravity. We continue to
believe that being together enhances decision making,
problem solving, collaboration, cohesion, inclusion and
talent development. A safe working environment in all
our offices helps promote welfare and mental wellbeing,
and our culture and strongly felt sense of community
are key to our ongoing success as a firm.
Development and succession
The Board and its committees are fully aware of their
ongoing responsibility to ensure that robust succession
plans are in place both at Board and executive
management levels. Given the relatively short tenure
of the Board, the focus over the coming year will be on
executive succession and continued Board development.
Executive remuneration
The remuneration committee will continue to consider
relevant developments regarding executive remuneration
and regulatory requirements within the industry. This is to
ensure that the executive incentivisation arrangements
remain competitive and are aligned with shareholder interests.
Strategic ReportGovernanceFinancial StatementsAdditional Information Corporate Governance Report
66
Board evaluation
In line with the provisions of the UK Code, an annual
evaluation of the Board, Board committees and
Directors is undertaken every year. An external
evaluation, in accordance with King IV, is carried
out by an external evaluator every second year.
The Board evaluation for the financial year 2021
was facilitated internally by the Company Secretary.
A number of themes emerged, and the Board confirmed
through its Board evaluation for the financial year 2022 that
good progress had been made on all actions. The business
has made considerable progress in relation to ESG and
climate change over the year, one of the areas highlighted
in last year’s review, with the appointment of Nazmeera
Moola as Chief Sustainability Officer demonstrating
Ninety One’s commitment.
Given the Board’s relatively short tenure, the previous
year’s review also highlighted areas where enhancements
to Board processes and practices could help embed the
new Board. These have been implemented and are
working effectively. The implementation of any outstanding
action items continues to be monitored by the DLC
Nominations and Directors’ Affairs Committee and forms
part of the Board’s continued development.
The financial year 2022 Board evaluation was facilitated
externally by an independent board evaluator, Corpstat,
a specialist company secretarial and corporate
governance advisory firm.
Corpstat circulated questionnaires to all Board and
committee members. This was followed up by individual
interviews and discussions on key matters such as Board
governance and operation. Corpstat then prepared Board
and committee evaluation reports which were presented to
the Board and its committees at their meetings in February
2022 where the results were considered and discussed.
The overall conclusion was that the Board and its
committees were functioning well with the right
composition, skills, knowledge and leadership at this
time, noting that the Board had only been in place
since 2020.
Several areas of development were agreed upon and
these will be monitored during the year including
ongoing updates on business performance, executive
succession, and the inclusion of an annual IT review
as part of the Directors’ development sessions.
The Board regards Ninety One’s AGM as an important
opportunity for our shareholders to engage directly with
the Board. We intend to hold the Ninety One Limited 2022
AGM electronically, and the Ninety One plc 2022 AGM will
be held as a combined physical and electronic meeting.
Both will allow all shareholders to participate and raise
questions.
Relationship agreement
On listing of its shares on the LSE and the JSE in March
2020, Ninety One entered into a relationship agreement
with Investec. The agreement gives Investec (among other
matters) the right to appoint a Non-Executive Director to
the Board. Currently, Khumo Shuenyane is Investec’s
appointee.
Stakeholder engagement
The Board recognises the importance of our stakeholders
and takes its responsibilities and duty to them under
section 172 of the UK Companies Act 2006 very seriously.
Our Stakeholders Section on pages 16 to 17 sets out our
key stakeholders, why and how we engaged with them,
and how we’ve considered their interests in our decision-
making throughout the year. Ninety One has a comprehensive
investor relations programme to ensure that current and
potential shareholders, as well as financial analysts, are
kept informed of Ninety One’s performance and have
appropriate and regular access to management to
understand Ninety One’s business and strategy.
Ninety One exercises all due care to ensure that any
price-sensitive information is released at the same
time to all market participants, in accordance with the
requirements of the UK Market Abuse Regulations
and South African Financial Markets Act 2012.
Governance roadshows were conducted in February and
March 2022, when Gareth Penny and Colin Keogh met
major institutional shareholders. The investor relations
team also seeks regular investor feedback, directly or via
corporate brokers, which is then communicated to the
Board. The Board receives updates on the investor
relations programme through the Investor Relations Report
which is presented at each Board meeting. The report
includes summaries of share register composition, share
price performance and information on shareholder
engagement over the period.
Ninety One Integrated Annual Report 2022 DLC Nominations and Directors’
Affairs Committee Report
The role of the committee is to ensure
that Ninety One continues to have an
inclusive and high-performing leadership.
67
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The committee will continue to focus on succession
planning, particularly at below Board level, and to oversee
talent management and various diversity initiatives. This
will be in addition to ensuring the effective operation and
development of the Board, the executive team and the
wider workforce.
Gareth Penny
Chair of the DLC Nominations and
Directors’ Affairs Committee
Dear shareholders
I am pleased to present the DLC Nominations and
Directors’ Affairs Committee report for the financial
year 2022.
The role of the committee is to ensure that Ninety One
continues to have an inclusive and high-performing
leadership, supported by a workforce that has the freedom
to build a successful, long-term and intergenerational
business for all our stakeholders.
In the interests of demonstrating independence and to
ensure compliance with the UK Code and King IV, the
membership of the committee was updated this year.
Hendrik du Toit stepped down as a member on 18 May 2021
and we welcomed Busisiwe Mabuza, who now sits
alongside Idoya Basterrechea Aranda as members
of the committee with me as the Chair.
The key activities undertaken by the committee during
the year are described on page 68. The committee has
continued to support the workings of the Board and its
interactions with the Executives. The committee reviewed
succession plans and oversaw the Board’s first externally
facilitated evaluation. Board development has also been
a focus area, particularly in relation to a more in depth
understanding of Ninety One’s sustainability strategy. The
committee is happy to report that despite the challenges
of the COVID-19 pandemic, members of this relatively new
Board have coalesced to provide leadership, guidance and
challenge to management, and remained effective.
GovernanceFinancial StatementsAdditional Information
DLC Nominations and Directors’ Affairs Committee Report
68
Key activities in the financial year
During the year, the committee addressed the following areas of responsibility:
Subject
Board and committee composition, size and skills
Independence of the Non-Executive Directors
Succession planning
Diversity
Directors’ development
Board effectiveness review
Committee evaluation
Role and responsibilities
The committee’s role is to ensure that the Board and the
Board committees have the right composition, balance of
skills, knowledge, experience and diversity to oversee the
implementation of Ninety One’s strategic objectives and to
navigate key challenges. The committee is responsible for
succession planning and the leadership needs of the
organisation, both executive and non-executive, and to
ensure that Ninety One can effectively compete in the
marketplace. The committee is also responsible for
overseeing the annual Board effectiveness review.
The committee reports to the Board and makes
recommendations when appropriate. During the year,
the committee also reviewed its terms of reference which
can be found at www.ninetyone.com.
Board and committee composition
The committee reviewed the existing structure, size
and composition of the Board and concluded that it is
appropriate and no additional new Board members are
required at this time.
Board skills, knowledge and experience
The committee is responsible for ensuring that the
Directors individually and the Board collectively has the
experience and expertise to support the delivery of Ninety
One’s strategy. In doing so, the committee assessed the
knowledge, skills and experience of each Director and
whether the Board as a whole demonstrates the breadth of
experience relevant to the business of Ninety One. The
committee was satisfied that both the Directors and the
Board have the skills and experience to lead, guide and,
when necessary, robustly challenge management.
The committee considered the skills and experience of the
members of the DLC Audit and Risk Committee, particularly
given the growing emphasis on audit ESG assurance. The
committee confirmed that the members of the DLC Audit
and Risk Committee were appropriately experienced and
sufficiently qualified to discharge their duties and
responsibilities as delegated by the Board.
May 2021
November 2021
January 2022
Succession planning
Succession planning remains an important area of focus
for the committee. The committee looked at Board
succession and acknowledged that the Board was
relatively new and not at a stage where its membership
needed to be refreshed. The committee did, however,
agree on emergency cover should the circumstances
require it. The committee concluded that the Board is
currently of the right size and agreed that when the need
arises, it will lead the search and selection process for
Board appointments.
During the year, the committee reviewed Ninety One’s
talent pipeline and considered succession planning at
senior management level. The committee agreed that
talent management and succession planning for the roles
below Board level will remain an important focus for the
committee throughout the coming year.
Diversity
The Board maintains an equal gender balance, exceeding
the minimum recommended requirements of the Hampton-
Alexander Review, as well as being diverse in terms of skills,
regional and industry experience, cultural background and
race. The committee reviewed the DLC Board Diversity
Policy and recommended its approval to the Board.
Director gender split
Ethnicity
Male
Female
4
4
Black
White
2
6
Ninety One Integrated Annual Report 2022 69
Board training and development
The Board holds regular training and development sessions
to ensure that Directors have a detailed understanding
of the business. During the year, Directors attended four
Board development sessions, including an in-person
session at which the Directors received detailed insights,
and had the opportunity to probe senior executives on
Ninety One’s business strategies.
Climate change is a priority issue for Ninety One and all the
Directors attended an interactive presentation by Imperial
College London focusing on and highlighting key risks
and scenarios posed by climate change. In addition,
Ninety One’s Chief Sustainability Officer provided an
update to the Board on Ninety One’s sustainability strategy,
its path to net zero and Ninety One’s approach to portfolio
company engagement.
In addition, the Directors are asked to refresh their
understanding of their duties and responsibilities as
directors on an annual basis.
Board effectiveness review
As detailed on page 66, the Board and each of its
committees were subject to an external evaluation.
This committee will oversee the actions stemming from
the review. Details of the committee’s effectiveness are
set out below.
Committee effectiveness
The conclusion of the external committee evaluation
concluded that the committee is operating effectively and
its work is highly rated by the Board.
The committee’s work in relation to management
succession planning was recognised, as was the fact that
there was depth in the top team led by the Chief Executive
Officer. The committee was however asked to look at
increasing Board members’ exposure and interaction
with executive management and their direct reports.
Ninety One’s commitment to diversity and inclusion is a
core value expressed through its commitment to ‘do the
right thing’. Details of the gender balance of those in senior
management and their direct reports can be found on page
22 of the Strategic Report.
Director time commitments and
independence
Directors of Ninety One are expected to attend all meetings
and to ensure that they have sufficient time to meet
their Board and committee obligations. Changes to key
external appointments are set out on pages 60 to 61. The
committee assessed and confirmed to the Board that the
Directors were fully engaged and effectively discharged
their obligations.
With the exception of Fani Titi, succeeded by Khumo
Shuenyane, a shareholder nominated Director, all of the
Non-Executive Directors are considered independent.
The committee also assesses the independence of each
Non-Executive Director before they are proposed for
re-election by the shareholders at the AGM.
Director re-election
Based on the range of perspectives and experience across
the Board and senior leadership, the committee was able
to recommend that all Directors seek re-election at the
2022 AGM.
Director induction
All Directors receive a comprehensive and bespoke
induction programme on joining. Khumo Shuenyane’s
induction programme, which was designed following
discussions with the Chairman and the Chief Executive
Officer, included:
Business area
Objective
Strategy and business
development
ɼ Delivered by the Chief
Executive Officer and
senior executives
ɼ Overview of Ninety One’s
long-term strategic objectives
ɼ Performance
ɼ Sustainability strategy
Operational and
financial performance
ɼ Delivered by the
Finance Director
ɼ Overview of business
performance against targets,
budget and strategy
ɼ Dividend Policy
ɼ Understanding of the regulatory
obligations of a dual-listed
company
Governance and
regulatory
ɼ Delivered by the Group
Company Secretary,
Sponsors and external
legal advisors
Risk management
ɼ Delivered by the Group
General Counsel
ɼ Overview of key risks, Risk
Appetite Policy and risk
governance framework
People and culture
ɼ Delivered by the Head
of Human Capital
ɼ Understanding the Group’s
culture and values
Strategic ReportGovernanceFinancial StatementsAdditional Information DLC Audit and Risk
Committee Report
70
The committee is responsible for
overseeing the integrity of Ninety One’s
financial statements and the adequacy
and effectiveness of its systems of internal
control and risk management.
Committee effectiveness
Alongside the Board, the committee was also subject to an
external evaluation which covered a number of topics as
detailed on page 66.
The Board was advised that committee meetings were
open and candid and that the Chair of the committee was
highly regarded. The review also noted that there was a
good balance of constructive challenge and involvement.
Areas of improvement were identified, such as ensuring
that the committee review certain proposals before being
submitted to the Board. The committee was also asked to
consider regular ‘deep dives’ of those business areas within
its purview. The committee will monitor the implementation
of the recommendations of the external evaluation. Overall,
I am pleased to report that the committee was rated highly
in terms of its effectiveness.
The work of the committee and how it has discharged its
responsibilities throughout the year is set out in this report
on page 71. The committee’s terms of reference were also
reviewed and approved by the Board and are available at
www.ninetyone.com.
Victoria Cochrane
Chair of the DLC Audit and Risk Committee
Dear shareholders
I am pleased to present the DLC Audit and Risk Committee
report for the financial year 2022.
Reporting to the Board, the committee is responsible
for overseeing the integrity of Ninety One’s financial
statements and the adequacy and effectiveness of its
systems of internal control and risk management. This
includes oversight of the viability statement process and
ensuring that the Integrated Annual Report meets the
criteria for being fair, balanced and understandable.
The committee oversees the monitoring of Ninety One’s
principal risks, Risk Appetite Policy and capital adequacy
process, as well as reviewing its global IT strategy. In
addition, the committee continued to keep under review
Ninety One’s control environment as well as the impact
of the ongoing challenges of the COVID-19 pandemic.
Throughout the year, the committee received updates
and briefings from the external auditor and management
on regulatory changes and key developments. The
committee also kept a watching brief on emerging risks,
such as those that may be associated with climate change.
The committee is constituted as a statutory committee
as required by the South African Companies Act 2008 and
its membership remains unchanged. All members are
independent Non-Executive Directors and satisfy the
relevant requirements of the UK Code and King IV. The
Board has confirmed that the members of the committee
have the necessary expertise required to provide effective
challenge to management and are considered to have
appropriate, recent and relevant experience to effectively
discharge their duties under the committee’s terms of
reference. Biographical details and experience of the
members can be found on pages 60 to 61 and details
of meeting attendance on page 63.
Ninety One Integrated Annual Report 2022 Key activities in the financial year
During the year, the committee addressed the following areas of responsibility:
71
Subject
May 2021
June 2021
September 2021
November 2021
January 2022
Financial reporting and financial controls
Significant issues and judgements
Risk report, risk appetite and tolerances
Internal controls and risk management framework
Capital and liquidity
External audit
Internal audit
Regulatory and compliance
IT governance framework
Tax strategy
Policies
Role and responsibilities
To assist the Board in discharging its responsibilities,
the Board has delegated to the committee certain key
responsibilities, as set out in the committee’s terms of
reference. The committee has an annual work plan that
covers its principal areas of responsibility, which include
the following:
ɽ Financial reporting – to oversee the Ninety One
financial reporting processes including the integrity
of the financial statements and any announcements
relating to financial performance. To review and
confirm the effectiveness of the financial control
framework. To review significant judgements and
estimates and the consistency and appropriateness of
the Group’s accounting policies. To review and confirm
the expertise and experience of the Finance Director.
ɽ Risk management and internal controls – to review the
adequacy and effectiveness of the Group’s systems
of internal control and risk management framework.
To review and approve the principal risks, Risk Appetite
Policy, which includes the Group’s risk appetite and
tolerances, and the monitoring of these areas.
To review the policies established for the prevention
of financial crime including but not limited to, bribery,
corruption, fraud and money laundering.
ɽ Internal audit – to monitor and review the effectiveness
of the internal audit team and to ensure that it is
adequately resourced.
ɽ External audit – to oversee the appointment,
performance, remuneration, independence and
effectiveness of the external auditor, as well as
the provision of non-audit services.
Committee membership, regular attendees
and meetings
The committee is comprised solely of independent
Non-Executive Directors: Victoria Cochrane, the Chair of
the committee, Idoya Basterrechea Aranda and Colin
Keogh. The Company Secretary acts as secretary to the
committee. Every member of the Board is entitled to
attend any of the committee meetings as an observer.
The committee invites the Chief Executive Officer, Finance
Director, Head of Finance, Head of Internal Audit, external
auditor, senior risk and compliance representatives and
General Counsel to attend all committee meetings. Other
non-members or business heads may be invited to attend
all or part of any meeting as appropriate or necessary.
The Chair of the committee regularly engages with the
Finance Director and Head of Finance. The committee
also holds regular private and separate meetings with
the external auditor, Head of Operational Risk, Head of
Compliance, Head of Internal Audit and General Counsel
in order to discuss matters in the committee’s remit and
any issues arising from the audit.
The committee reports and updates the Board on its
activities after every meeting.
Financial reporting and financial controls
During the year, the committee reviewed and discussed the
financial disclosures made in the interim and annual financial
statements and the Integrated Annual Report, as well as the
letters of representation and reports from the external
auditor. The committee also reviewed whether suitable
accounting policies have been adopted and considered the
significant accounting estimates and judgements applied as
part of this process, as set out below. In satisfying itself as to
the effectiveness and integrity of the financial controls,
the committee received reports and assurance from
management on the comprehensive controls that exist
across the control environment.
Strategic ReportGovernanceFinancial StatementsAdditional Information DLC Audit and Risk Committee Report
72
The committee reviewed and confirmed that Ninety One’s
financial statements were compliant with the requirements
of the JSE’s latest proactive monitoring report.
The committee has also assessed the skills, background
and experience of the Finance Director, and remains
satisfied that the Finance Director, supported by the
finance team, has the requisite expertise and experience.
Significant accounting estimates and
judgements
The preparation of the consolidated financial statements
requires management to make judgements, estimates and
assumptions that affect the application of policies and
reported amounts of assets, liabilities, income and
expenses.
Ninety One has not identified any significant judgements
and estimates at the end of the reporting period. However,
those areas that include judgement/and or estimates
include the basis of consolidation, exceptional items,
leases, pension schemes and fair value measurements,
which are all explained in the notes to the financial
statements. Management does not expect changes in
assumptions to lead to material adjustment in future
periods. These areas of either estimation or judgement not
considered to be significant, but which were reviewed by
the committee in respect of the 31 March 2022 financial
statements, are set out below. Each of these areas is
assessed by the committee based on reports prepared by
the finance team. The external auditor considered each
estimate and judgement and presented its conclusions to
the committee.
Alternative performance measures (“APMs”)
APMs are presented on page 46 to give stakeholders a
clear understanding of Ninety One’s operating performance.
The committee reviewed the use and disclosure of APMs
and was satisfied that these were appropriate and
presented clearly and concisely.
Going concern and viability statement
The Board is required to confirm that it believes Ninety One
has the ability to continue as a going concern for a period
of 12 months from the date of approval of the financial
statements. Ninety One is also required to provide a
statement of viability which can be found on page 48,
covering a three-year period, including the assumptions
and risks that underpin it.
In providing assurance to the Board, the committee
reviewed the going concern assumptions and disclosures,
including Ninety One’s current financial position, strategy,
the Board’s risk appetite, increasing market uncertainties
against Ninety One’s core forecasts, the Group’s financial
plans, as well as its principal risks and how these are
managed.
The committee reviewed internal capital adequacy
assessments, (ICARA in the UK and ORSA in South
Africa). The committee received updates on and assessed
the impact of the new IFPR capital requirements in the UK.
The committee was of the view that there was no material
impact on Ninety One’s capital requirements as a result of
any new regulation.
Based on the committee’s review and assessment and
assurances provided by management, it advised the Board
that it was reasonable for the Integrated Annual Report to
be prepared on a going concern basis and that the viability
statement and the three-year period of assessment were
appropriate. The statement appears on page 48, together
with details of the processes, assumptions and risks that
underpin it.
Tax strategy
Ninety One is committed to complying with its tax reporting
and payment obligations in a timely manner and to keeping
tax authorities up to date on major changes within the
business. The committee reviewed and approved the
Group’s Tax Strategy and Policy, noting Ninety One’s global
operations and exposures in various jurisdictions. The
Global Tax Strategy is publicly available on Ninety One’s
website at www.ninetyone.com.
Fair balanced and understandable
The committee considered on behalf of the Board whether
the Integrated Annual Report, taken as a whole, is fair,
balanced, and understandable, and whether the disclosures
are appropriate. In discharging this duty, the committee
relied on an assurance process which includes
comprehensive reviews by internal teams and senior
management to ensure consistency in the messaging
throughout the report. This was led by the investor relations
team with material input from the finance, company
secretarial, legal, risk and marketing teams. In forming their
opinion, the committee received and assessed drafts of
the Integrated Annual Report, including the financial
statements, and discussed with management the processes
in place around the preparation of the report to ensure
consistency of the narrative throughout the report.
In addition, the committee considered the information
provided to it and the Board throughout the year and is
satisfied that this was consistent with the statements being
made in the Integrated Annual Report.
Based on its review and the processes in place, the
committee recommended to the Board that the Integrated
Annual Report is fair, balanced, and understandable and
provides the necessary information for shareholders to
understand Ninety One’s business model and strategy,
and to assess its financial position and performance.
Ninety One Integrated Annual Report 2022 73
Risk management and internal control
The committee is responsible for monitoring, reviewing
and providing assurance to the Board with respect to the
adequacy and effectiveness of risk management and
systems of internal control, in accordance with the UK
Financial Reporting Council’s (“FRC”) Guidance on Risk
Management, Internal Control and related Financial and
Business Reporting.
The committee is also responsible for reporting on any
significant failings or weaknesses. Ninety One’s systems
of internal control are designed to manage rather than
eliminate the risk of failure and can only provide reasonable
assurance against material misstatement or loss.
In conducting its review, the committee considered reports
from the risk, compliance, and internal audit teams.
Throughout the year, it also received regular reports from
the management risk committee and the management
audit committee, describing business highlights, material
risks or events, control deficiencies and a quantitative
assessment of risks compared to risk appetite. In addition,
the committee received an annual report from the risk and
compliance teams on risk management and the internal
control environment which covered all material controls,
including financial, operational and compliance controls.
Ninety One performs a number of reviews during the
year covering the adequacy of controls and compliance
with regulation. Results from these assurance activities
are reported to the management risk committee, the
management audit committee, this committee and to
the Board, and are shared for action with the relevant
operational teams. The management risk committee also
monitors the timely implementation of recommendations
on behalf of the committee.
In addition to the assurance provided by the risk,
compliance and internal audit teams, the committee also:
ɽ considered reports on a range of factors to determine
the key risks and uncertainties faced by Ninety One
including assessments of Ninety One’s capital position
and the process for the production of Ninety One’s
internal capital adequacy assessments; and
ɽ reviewed and approved the appropriateness of the
Anti-Money Laundering Policy, the Anti-Bribery and
Corruption Policy, the Anti-Fraud and Whistleblowing
Policies, IT control risks and compliance monitoring
reporting. The committee also received an update from
the DLC Sustainability, Social and Ethics Committee
confirming the adequacy of the Whistleblowing Policy,
reporting and processes.
Overall, this enabled an evaluation of the effectiveness
of the Group’s systems of internal control and risk
management framework. A description of the framework
and the way in which risks are identified, assessed,
monitored and reported, as well as the supporting systems
of internal control, is set out on pages 49 to 51.
The committee was satisfied with the effectiveness of
Ninety One’s processes governing financial and regulatory
reporting and controls. The committee was also satisfied
with the appropriateness and adequacy of the risk
management arrangements and supporting risk
management systems, including the risk monitoring
processes and internal controls framework.
Internal audit
The committee is responsible for monitoring and reviewing
the effectiveness of the internal audit function and
ensuring that the audit plan aligns with Ninety One’s key
risks. The Head of Internal Audit reports directly to the Chair
of the committee. The committee is also responsible for
ensuring that the internal audit team is appropriately
resourced, and annually reviews and satisfies itself as to
its effectiveness and independence within the business.
In determining the effectiveness and independence of the
internal audit function, the Chair of the committee has
regular meetings with the Head of Internal Audit.
In addition, the committee receives regular reports on the
progress of, or changes to, the audit plan, the outcome of
all audits, the status of identified actions and any matters
for approval or noting by the committee. The Head of
Internal Audit also attends all committee meetings.
The committee seeks assurance from the Head of Internal
Audit that the team is adequately resourced and that the
team members have the required qualifications and
experience. In addition, the internal audit function has
access to any specialist skills which may be required
(through co-sourced industry partners) to ensure
independent oversight of Ninety One’s controls and
processes.
The committee also seeks feedback, in the form of a
questionnaire, from members of the committee and senior
executives to inform its review of the effectiveness of
internal audit.
The committee annually reviews and approves the
risk-based audit plan and the Internal Audit Charter. The
audit plan is assessed by management to changes in the
industry and the regulatory and operating environment.
Based on its engagement with the Head of Internal Audit,
a review of the reports received as well as a review of
the annual audit plan and the Internal Audit Charter, the
committee is satisfied with the performance, progress and
effectiveness of the internal audit function.
Regulation and compliance
The committee is responsible for overseeing Ninety One’s
compliance with all its legal and regulatory obligations in
each of its jurisdictions. The risk of being found non-
compliant could have a detrimental effect on customer
relations, lead to reputational damage and potentially
expose Ninety One to financial penalties and impact its
ability to operate out of certain jurisdictions.
Strategic ReportGovernanceFinancial StatementsAdditional Information 74
DLC Audit and Risk Committee Report
The committee receives regular reports from General
Counsel and Head of Compliance on Ninety One’s
relations with regulators in various jurisdictions and is
comprehensively engaged in any material regulatory
matters and policy initiatives. In addition, the committee
regularly receives updates on compliance monitoring,
notification of material breaches, errors and complaints,
as well as the related actions and outcomes following
notification. The committee also approved the compliance
monitoring plan, including the procedures for compliance
with regulatory reporting requirements. The committee
is satisfied that the key compliance controls are effective
in managing principal risks.
External audit
The committee has primary responsibility for overseeing
the relationship with the external auditor, including
recommendations on appointment and reappointment,
ensuring its independence and objectivity, and determining
the external auditor’s remuneration for the provision of
both audit and non-audit services.
This is KPMG’s last year as external auditor to Ninety One
and during the course of the year, the committee approved
KPMG’s terms of engagement, audit fee and audit
plan, including materiality levels. The committee also
reviewed the arrangements in place to ensure KPMG’s
independence and objectivity. KPMG’s performance was
also assessed against a number of requirements, including
the ability to provide timely and accurate advice on audit
changes and the delivery of the audit within agreed
timeframes.
The committee reviewed the key audit findings, as well as
recommendations for improvements to processes and
management’s responses to those recommendations.
KPMG did not identify any material control weaknesses.
A full assessment of the quality and effectiveness of
KPMG’s financial year 2022 audit was considered by
way of a questionnaire completed by key stakeholders
in accordance with guidance on assessing audit quality
issued by the FRC.
The findings from the questionnaire were presented to
the committee in May 2022. The committee also received
and discussed the periodic FRC’s and South Africa’s
Independent Regulatory Board for Auditors’ audit quality
review findings, performed during the ordinary course of
business, and root cause analysis performed by KPMG.
During the year, the FRC reviewed Ninety One’s Integrated
Annual Report for the year ended 31 March 2021 and
reported their findings directly to the Chairman. Based on
the review, the FRC had no questions or queries to raise.
The letter included a schedule of minor improvements for
consideration in the preparation of the 31 March 2022
Integrated Annual Report which the FRC believed users
of the accounts could benefit from increased disclosure.
No response to the letter was required from Ninety One,
other than acknowledgment of receipt of the letter.
The FRC’s review provides no assurance that the
Integrated Annual Report is correct in all material aspects.
The FRC’s role is not to verify the information provided, but
to consider compliance with reporting requirements. The
committee welcomes the comments from the FRC and
these have been incorporated by management where
appropriate to ensure increased transparency in Ninety
One’s corporate reporting. The committee also received
the outcome of the FRC’s Audit Quality Review of KPMG’s
audit of Ninety One’s 2021 financial statements, undertaken
as part of the FRC’s annual inspection of audit firms, in
which no areas of concern were identified.
Jatin Patel is the lead partner for the UK and Gawie Kolbé is
the lead partner for South Africa and the committee meets
with both partners in private throughout the course of
the year. On the basis of the information provided and
challenge by the committee, both have demonstrated
that they have the appropriate qualifications and expertise
and have remained independent of the Group.
The committee can report that it is satisfied that the external
audit and the external audit process were effective.
As reported last year, the committee completed a tender
process for the appointment of a new auditor, as required
by audit rotation legislation in the UK and South Africa.
Following the Board’s approval of the appointment,
resolutions to appoint PwC as Ninety One’s new external
auditor for the financial year 2023 will be proposed at the
forthcoming AGM.
Non-audit fees
Ninety One’s policy is to engage other firms for non-audit
services other than in exceptional circumstances. Such a
decision requires the approval of the committee Chair
and Finance Director. Ninety One’s position is set out in its
Non-Audit Services Policy which is reviewed and approved
on an annual basis. The committee confirms that there were
certain services classed as non-audit that were provided by
the external auditor. However, these were not considered to
undermine the independence of the auditor as they were
closely linked to the statutory audit. These exceptions relate
to those previously disclosed, including evaluation of the
fairness of the description and the design suitability of Ninety
One’s Control Activities in accordance with the ICAEW
Technical Release AAF 01/20 and the International Standard
on Assurance Engagements “ISAE 3402” and regulatory
reporting (including the FCA’s Client Money and Asset Rules,
where KPMG continue to provide these services). Fund
audits are separate and not considered to be part of this
assessment. KPMG’s fees for non-audit work during the year
amounted to £596,867. Fees for the statutory audit for the
year were £1,052,581.
Ninety One Integrated Annual Report 2022 DLC Sustainability, Social
and Ethics Committee Report
This year, the committee oversaw the
transition from Sustainability 2.0 to
Sustainability 3.0, the implementation
of its sustainability strategy at both a
global level and across the organisation.
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Dear shareholders
I am pleased to present the DLC Sustainability, Social and
Ethics Committee report for the financial year 2022.
The committee also considered Ninety One’s diversity
principles, corporate responsibility, health, safety and the
environment and stakeholder engagement.
The Board has delegated to the committee responsibility
for oversight of sustainability, social and ethical matters
relating to the Group. This includes providing guidance
to management in relation to Ninety One’s sustainability
framework and ensuring alignment of a firm-wide approach
to the execution of Ninety One’s sustainability strategy
across the three core components of the framework:
Invest, Advocate and Inhabit. The committee is also
responsible for monitoring the TCFD framework and
reports to the Board on Ninety One’s strategy, commitments,
targets, and performance related to safety, the environment
and other sustainability matters, including climate change.
This year, the committee oversaw the transition from
Sustainability 2.0 – the articulation of the Ninety One
approach to sustainability – to Sustainability 3.0, focused
on real-world impact and deploying more capital behind
our sustainability priorities. The committee recognises and
congratulates management on its efforts at COP26 in
Glasgow, seeking global support for a fair and inclusive
transition towards a more sustainable future. The TCFD and
Sustainability and Stewardship reports are available on the
Ninety One website and set out the Ninety One strategy
and disclosures in detail. The committee also noted the
strategies put in place to assist our people in tracking and
reducing their own carbon footprint through the online
platform Giki Zero.
The committee reviewed the Broad-Based Black Economic
Empowerment (“B-BBEE”) targets and strategy and
is pleased to report that for the financial year 2022,
Ninety One is rated a Level 1 Contributor under the B-BBEE
scorecard. This is a testament to Ninety One’s commitment
supporting economic transformation in South Africa. The
committee considered the work of the Employment Equity
Forum and the range of corporate social investment (“CSI”)
initiatives supported by Ninety One and directed at
conservation, education, and community development.
Looking ahead, the committee will continue to monitor
the implementation of Sustainability 3.0 and in particular
the strategy and implementation of Ninety One’s net zero
target. The committee will also monitor Ninety One’s
strategic engagement with some of the largest emitters in
the Ninety One portfolio, in line with its commitment to a
fair transition. Internally, the committee will monitor Ninety
One’s efforts to further reduce its carbon footprint, as well
as its ongoing stakeholder engagement. The committee
continues to monitor the implementation of Ninety One’s
Employment Equity Plan.
In respect of committee governance, the committee is a
statutory committee under the South African Companies
Act 2008 and its membership remains unchanged.
Biographical details and experience of the committee
members can be found on pages 60 to 61 and details
of meeting attendance can be found on page 63. The
committee, along with the Board, has also been subject
to an externally facilitated evaluation of its effectiveness.
The evaluation covered a number of topics and I am
pleased to report that the committee was highly regarded
in terms of its effectiveness.
The work of the committee and how it has discharged
its responsibilities, as described in the South African
Companies Act 2008 and in King IV, is set out in page 76.
The committee’s terms of reference were also reviewed
and approved by the Board and are available at
www.ninetyone.com.
Busisiwe Mabuza
Chair of the DLC Sustainability,
Social and Ethics Committee
GovernanceFinancial StatementsAdditional Information
DLC Sustainability, Social and Ethics Committee Report
76
Key activities in the financial year
During the year, the committee addressed the following areas of responsibility:
Subject
Sustainability
Social and economic development
The South African Employment Equity Act
The South African B-BBEE Act
Corporate citizenship
Health, safety and environment
Stakeholder relationships
Labour, employment issues, workforce engagement,
culture and ethics
Whistleblowing
Role and responsibilities
The committee’s role is to oversee Ninety One’s compliance
with its sustainability, social and ethical commitments,
targets, and performance. The committee undertakes a
review of all those matters set out in its terms of reference
and includes a review of all reports on legal, regulatory and
ethical compliance and transformation. In addition, the
committee reviews all of Ninety One’s sustainability initiatives
and the implementation of those initiatives across the core
pillars of the sustainability framework.
The committee’s terms of reference inform its annual plan
and provide focus for each meeting. The resulting matrix is
a key tool to ensure that the committee meets its ongoing
monitoring obligations. The committee is satisfied that it
has fulfilled its responsibilities for the year according to its
annual plan and terms of reference.
Committee membership, regular attendees
and meetings
The committee is constituted in accordance with the
South African Companies Act of 2008, read with
Regulation 43 of the Companies Regulations, 2011 and the
recommendations of King IV. The majority of the members
are independent Non-Executive Directors: Busisiwe
Mabuza, the Chair of the committee and Gareth Penny,
the Chair of the Board. Hendrik du Toit, the Chief Executive
Officer, is also a member of the committee. Biographical
details and experience of the committee members can be
found on pages 60 to 61 and details of meeting attendance
can be found on page 63.
Every member of the Board is entitled to attend as an
observer. The Finance Director, the Head of Human Capital
and General Counsel are invited to attend all meetings of
the committee on a regular basis. Other non-members may
be invited to attend all or part of any meeting as
appropriate or necessary.
The committee reports and updates the Board on its
activities after every meeting.
May 2021
September 2021
November 2021
January 2022
Sustainability
During the year, the committee reviewed the Group’s
sustainability strategy and objectives and monitored Ninety
One’s progress in implementing the strategy across the
business. The committee noted the appointment of
Nazmeera Moola as the Chief Sustainability Officer which
not only strengthens Ninety One’s sustainability team, but
is in line with its commitment to put sustainability at the
core of its business. The committee reviewed the TCFD
framework and Ninety One’s progress in relation to meeting
all the TCFD recommendations, as well as Ninety One’s
strategy commitments, targets and performance related
to safety, environment and other sustainability matters,
including climate change.
Following Ninety One’s public support for the ‘Say on
Climate’ initiative, the committee reviewed Ninety One’s
advisory resolution presented to shareholders to approve
Ninety One’s climate-related financial reporting for the
financial year 2021 and as set out in the dedicated TCFD
Report and Sustainability and Stewardship Report.
The committee also noted the ongoing collaboration
between Ninety One and Imperial College London in
relation to the upskilling of Ninety One’s investment team
in order to support their ability to effectively identify and
assess climate risks facing their portfolio companies.
Social and economic development
The committee reviewed Ninety One’s alignment with the
goals and purpose of the principles of the United Nation’s
Global Compact and was satisfied that the business is
wholly committed to these principles with respect to
human rights, labour, environment and anti-corruption.
Ninety One Integrated Annual Report 2022 77
The committee reviewed and approved Ninety One’s
Modern Slavery Policy and Statement. The committee
also reviewed Ninety One’s processes for ensuring that
Ninety One’s supply chain is free of slavery and/or
human trafficking and that its suppliers provide the same
assurances. The committee noted the evaluation and
oversight processes in place across the business in
relation to third-party relationships.
The committee reviewed the OECD recommendations
regarding corruption and noted that Ninety One’s global
policies are in line with these recommendations.
South African Employment Equity Act and
B-BBEE
The committee reviewed the work undertaken by the
South African Employment Equity Forum. This included
the Employment Equity Plan which guides Ninety One in
implementing locally relevant diversity programmes in
line with its global diversity principles.
The committee reviewed diversity statistics and initiatives
aimed at ensuring a diverse and inclusive workforce across
Ninety One, details of which can be found on pages
21 to 22 of the Strategic Report.
The committee reviewed the annual transformation
report with regard to Ninety One’s B-BBEE scorecard, and
recent developments with respect to compliance with
relevant legislation, regulations and industry codes. The
committee noted the Level 1 rating for the overall South
Africa listed business.
On a global basis, the committee was satisfied that the
measures being undertaken to ensure diversity and
inclusion, equality and transformation were appropriate
and complied with relevant legislation.
Corporate citizenship
The committee reviewed the various initiatives across the
Group with regard to Ninety One’s commitment to acting
responsibly and in a socially responsible and compliant
manner. The committee reviewed Ninety One’s new and
ongoing initiatives in place to support the safety and
well-being of its workforce as set out in detail on page 19
of the Strategic Report.
The committee noted the various CSI initiatives in place,
including Ninety One’s ongoing commitment to match
charity giving by the Ninety One workforce.
The committee reviewed and approved the Executive
Directors’ short-term sustainability objectives for the year
which support Ninety One’s long-term sustainability
objectives.
Safety, Health and Environment
The committee reviewed Ninety One’s global health and
safety procedures to provide and maintain a safe working
environment across all its offices.
The committee reviewed the Whistleblowing Policy and
received updates on any whistleblowing complaints, as well
as the range of mechanisms that employees are able to use
to raise concerns and issues.
The committee also reviewed Ninety One’s operational
carbon footprint resulting from energy usage, as well as the
various initiatives in place to reduce this.
Stakeholder relationships
The committee reviewed and reported to the Board on
Ninety One’s engagement with stakeholders within the
committee’s remit in accordance with UK Companies Act
Section 172 requirements. Details of Ninety One’s
engagement can be found on pages 16 to 17 of the
Strategic Report.
Labour, employment issues, workforce
engagement, culture, and ethics
The committee received updates on workforce engagement
initiatives from the Lead/Senior Independent Director, in
his capacity as the Non-Executive Director responsible for
workforce engagement, as well as from the Head of Human
Capital. The committee reviewed and approved the
extensive programme of workforce engagement and
received updates on workforce training and development,
as well as the leadership development programme. Details
of Ninety One’s workforce engagement initiatives can be
found on page 20 of the Strategic Report.
The committee reviewed Ninety One’s diversity principles
that underpin the cultural philosophy to ‘do the right thing’.
The committee was satisfied that Ninety One’s cultural and
ethical values contribute to the success of the Group and
have a positive impact on the communities that benefit
from Ninety One and its staff CSI activities.
The committee reviewed and satisfied itself that Ninety
One’s workforce policies and procedures align with the
International Labour Organisation’s Declaration on
Fundamental Principles and Rights at Work.
Committee effectiveness
The committee was subject to the annual external
evaluation as detailed on page 66.
The Board was advised that the committee had a critical
role in monitoring and overseeing issues fundamental to
the business. The committee is considered to be well
chaired, organised and provides good challenge for the
Board and the business. The regular attendance of other
Board members was noted as highly beneficial.
Strategic ReportGovernanceFinancial StatementsAdditional Information DLC Human Capital and Remuneration
Committee Report
78
The Directors’ Remuneration Report sets
out our approach to remuneration for
Ninety One’s people and Directors
for the financial year 2022.
Dear shareholders
I am pleased to present our Directors’ Remuneration
Report for the financial year 2022, being Ninety One’s
second full year as an independent listed business. In
financial year 2022, the business demonstrated its ability
to execute on its strategy and deliver results in an
otherwise volatile environment. This was supported by
intense client engagements and a focus on in-person
employee re-engagement across our geographies after
various and prolonged periods of remote working.
Together, this culminated in excellent outcomes for all
our stakeholders this year – including shareholders,
clients, employees and our communities.
Overview of executive remuneration for the
financial year 2022
Financial and non-financial results were very strong across
all key performance metrics. Notable performance
highlights include:
ɽ strong financial performance in the context of the
economic environment, including adjusted EPS of
19.2p up 13% for the financial year (2021: 17.0p);
ɽ net inflows of £5.0 billion (2021: net outflows of
£0.2 billion);
ɽ weighted investment outperformance of 68.3% over
the three financial years 2020-2022;
ɽ good shareholder returns in the form of share price
performance and dividends declared;
ɽ significant progress toward long-term strategic
priorities, particularly in ensuring that sustainability is
at the core of our business and capturing the growth
inherent in our current investment capability set
(see pages 12 to 13 for further details); and
ɽ intense employee re-engagement after various
and prolonged periods of remote working.
Against the backdrop of this very strong overall
performance, the committee determined that the formulaic
outcome under the Executive Incentive Plan (“EIP”)
scorecard was 92.5% of the maximum award opportunity
for each of the Executive Directors.
The committee gave careful consideration to the formulaic
outcome, alongside the performance achieved, the relative
performance of Ninety One’s peers, and the shareholder,
client and wider workforce experience over the period. The
committee acknowledged that even though the long-term
performance targets for the real annual growth in adjusted
EPS had been set during a period of significant market
volatility during the COVID-19 pandemic, these targets
remained challenging on a long-term basis. Notwithstanding
this, the committee noted that recent market conditions
have been more supportive than initially anticipated.
The committee also recognised that while the short-term
achievements against our sustainability objectives have
been strong, the magnitude of the long-term challenge
to transition to net zero means that these achievements
should be viewed in this light. They represent the foundation
for what the committee hopes will be Ninety One playing a
major role in supporting this transition going forward.
For these reasons, the committee decided to exercise its
discretion and to reduce the overall formulaic outcome
under the EIP scorecard by 3.5% of the maximum award
opportunity, amounting to a combined total reduction
of £339,000.
As a result, the awards to the Executive Directors represent
89% of the maximum award opportunity, recognising an
exceptional level of achievement. The Executive Directors
acknowledged the context and reasons for these
reductions, and fully supported them.
Half of these awards were deferred into shares in Ninety
One plc, further increasing the shareholder alignment
that already exists by virtue of the Executive Directors’
participations in the Marathon Trust. The remainder of the
awards was paid in cash. The deferred elements of the EIP
awards were granted after the 2022 financial results had
been announced and will be subject to vesting and
mandatory retention periods as prescribed under the
Directors’ Remuneration Policy (the “Policy”).
A full disclosure of the financial and non-financial
outcomes relative to targets and metrics is provided
on pages 88 to 90.
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79
2020 and 2021 AGMs and the Policy
The Policy was approved by shareholders at the 2020 AGM
and we were pleased to receive strong support from
shareholders, with 91.57% in favour of the Policy. The Policy
and the committee’s implementation of the Policy in
respect of the financial year 2021 were both subject to
non-binding advisory votes at the 2021 AGM, and received
support of 96.14% and 98.33% respectively from
shareholders who voted. Once again, I would like to thank
shareholders for their ongoing support for the Policy, a
summary of which is included below on pages 81 to 86.
The committee believes that the Policy will continue to
incentivise the Executive Directors over both the long
and short term, which will support the continuity of
Ninety One’s long-term strategy and ultimately deliver
value for shareholders. The committee is committed to
implementing the Policy in a way that ensures that
executive remuneration is aligned with performance
achieved and takes into account the shareholder
experience. In this regard, the committee has been
pleased to maintain an ongoing dialogue with shareholders
on the issues of remuneration and welcomes feedback
at any time.
We look forward to your support on the resolutions relating
to our Directors’ remuneration at the AGM on 26 July 2022.
Colin Keogh
Chair of the DLC Human Capital and
Remuneration Committee
Overview of the Directors’ remuneration for
the financial year 2023
Executive Directors
There are no changes proposed to the remuneration of the
Executive Directors under the Policy for the financial year
2023, other than an extension of the relevant clawback
periods applicable to EIP awards to ensure compliance
with new regulatory requirements in the UK and align with
best practice as set out in the table below. Since these
changes are to ensure continued regulatory compliance
of the Policy, they do not require shareholder approval.
Applicable clawback period
Previous position
Cash element of
EIP award
ɼ 2 years from
payment date
Deferred element
of EIP award
ɼ 5 years from
grant date
New position
ɼ 3 years from payment
date
ɼ 8 years from grant date
for 50% of the deferred
element; and
ɼ 10 years from grant date
for the remaining 50%
There are no increases in fixed remuneration, benefits and
pension arrangements for the Executive Directors for the
financial year 2023. These are described in more detail on
pages 81 to 82.
Non-Executive Directors
Under the Policy, we commit to ensuring that Non-
Executive Directors’ fees are industry competitive and
reflect the skills, experience and time required to undertake
their roles. Following an industry review, the committee has
determined that it is appropriate to make a market-based
adjustment to the Chairman’s base annual fee to bring it in
line with the relevant peer group (being, most notably, UK
listed asset managers, which the committee believes is
the most relevant peer group for this role).
It is therefore proposed that the Chairman’s base annual
fee (inclusive of the Non-Executive Director basic fee) will
increase to £175,000 per annum for the financial year
2023 (from its current level of £150,000 per annum). In
line with the corporate governance requirements in South
Africa, this change is subject to shareholder approval.
There are no other changes proposed to the remuneration
arrangements for the Non-Executive Directors for the
financial year 2023. These are described in more detail
on page 98.
Strategic ReportGovernanceFinancial StatementsAdditional Information DLC Human Capital and Remuneration Committee Report
80
Role and responsibilities
The committee is responsible for determining, developing
and overseeing the operation of the Group’s policies for
remuneration of the Chairman of the Board, the Executive
Directors and senior executives. This includes determining
appropriate targets and incentive outcomes for the
Executive Directors and engaging with shareholders in this
regard. In respect of the wider workforce, the committee
also reviews and approves the overall variable remuneration
pool for the group, incorporating risk and compliance
considerations. The committee also reviews and approves
various required remuneration-related disclosures and
approves annually the remuneration of individuals who may
have a material impact on the risk profile of Ninety One,
including any applicable subsidiaries and funds. In carrying
out these responsibilities, the committee will have regard to
the need to attract, retain and motivate directors and
senior executives of the quality required to run the group
successfully in a way that promotes its strategy and
long-term success.
Committee membership and regular
attendees
The committee is chaired by Colin Keogh, and the members
are Idoya Basterrechea Aranda and Busisiwe Mabuza,
who are all independent Non-Executive Directors. The
Company Secretary of Ninety One plc acts as secretary
to the committee.
Every member of the Board is entitled to attend any
committee meeting as an observer. In addition, the
Chairman, Chief Executive Officer, the Finance Director,
the Head of Human Capital and external advisors may
be invited by the committee to attend all or part of
any meeting, as and when appropriate or necessary.
Notwithstanding this, no person shall be involved in any
decisions as to their own remuneration. In particular,
neither the Chief Executive Officer, nor the Finance
Director, are in attendance when the committee
determines their remuneration outcomes.
The committee is constituted in accordance with the
JSE Listings Requirements, the UK Code and King IV.
The committee’s composition complies with the UK
Code and King IV. Furthermore, the committee is a DLC
committee of the Board in respect of other duties
assigned to it by the Board.
Key activities in the financial year 2022
During the financial year 2022, the committee’s key activities included reviewing, and where applicable approving, the following:
April
2021
May
2021
September
2021
February
2022 (1 of 2)
February
2022 (2 of 2)
Subject
The Directors’ Remuneration Report for inclusion in the Integrated Annual
Report 2021
Shareholder feedback following the AGM and governance roadshows
Performance targets for financial measures under the EIP
Non-financial measures and metrics under the EIP
Pillar 3 remuneration disclosures
Developments in market practice and corporate governance relating to
remuneration
Material Risk Taker methodology and lists
Wider workforce fixed and variable remuneration
Compliance and risk reports
Remuneration policy for the wider workforce and remuneration
policy statement
Remuneration committee terms of reference
Committee effectiveness
Alongside the Board, the committee was also subject to an external evaluation which covered a number of topics as detailed on page 66.
The conclusion of the external committee evaluation was that the committee is operating effectively, and its work is highly rated by the Board.
Ninety One Integrated Annual Report 2022 Summary of the Policy
– Executive Directors
This section provides an overview of the key remuneration
elements currently in place for the Executive Directors. The
Policy approved at the AGM held on 3 September 2020
continues to apply, save that, as explained on page 79, the
relevant clawback periods applicable under the Policy have
been extended to ensure compliance with new regulatory
requirements in the UK and align with best practice.
These changes, which are not subject to shareholder
approval, will take effect from 1 April 2022 and are
summarised below:
Full details of the approved Policy are included within our
Integrated Annual Report 2020, which is available on
Ninety One’s website (www.ninetyone.com).
81
In line with corporate governance requirements, the Policy
supports the long-term success of our business by
adhering to the following principles:
ɽ It is simple, fair and transparent, with clear links
between Ninety One’s strategy and remuneration
outcomes.
Applicable clawback period
ɽ It is designed to promote our culture and values, with
Previous position
New position
an emphasis on risk management and conduct.
Cash element
of EIP award
Deferred
element of
EIP award
ɼ 2 years from
payment date
ɼ 5 years from
grant date
ɼ 3 years from payment
date
ɼ 8 years from grant date
for 50% of the deferred
element; and
ɼ 10 years from grant date
for the remaining 50%
In line with SA Company Law requirements, the Policy will
be subject to an advisory vote by shareholders at the 2022
AGM. The principles of the King IV Code and the JSE
Listings Requirements require a listed company to table
its remuneration policy and implementation report for
separate non-binding advisory votes at the annual
general meeting.
ɽ It aligns the interests of the Executive Directors with
those of shareholders and clients.
ɽ It emphasises the importance of non-financial drivers
for Ninety One’s long-term success.
ɽ The remuneration levels reflect our pursuit of
excellence for our clients and our commitment
to organic business building.
Element and link to strategy
Operation
Opportunity
Performance
Fixed remuneration
Fixed remuneration reflects the
relative skills and experience of, and
contribution made by, the individual.
Fixed remuneration is delivered in cash
(base salary), with a portion sacrificed to
fund benefits.
Fixed remuneration is set at levels
that allow us to attract and retain
executives with the necessary skills
and experience to deliver strategic
objectives.
Fixed remuneration will be reviewed
annually. Factors considered in any review
would include: the size and scope of the
role, business and individual performance,
affordability, increases for the wider
workforce and peer comparisons.
Fixed remuneration adjustments would
typically be effective from 1 April.
Individual
performance
will be taken into
consideration
when awarding any
increase in fixed
remuneration.
For the 2022 financial year,
fixed remuneration for the
Chief Executive Officer is
£666,000 per annum and
£533,000 per annum for the
Finance Director.
There is no overall maximum
opportunity or increase.
However, in awarding any
increase, the committee will be
mindful of any relevant factors,
which may include increases
for the wider workforce or
changes in scope of role.
Pension
The current Executive Directors are not entitled to any pension benefits. Any new Executive Directors may be entitled to pension benefits
in line with those generally offered to the wider workforce in the location in which they are employed.
Strategic ReportGovernanceFinancial StatementsAdditional Information Directors’ Remuneration Report – Summary of the Policy – Executive Directors
Element and link to strategy
Operation
Opportunity
Performance
82
Benefits
Not applicable
The committee will
set the long-term
and short-term
performance
measures annually
to reflect the
key financial and
strategic priorities
for Ninety One.
The measures may
therefore vary from
year to year.
Further details
on performance
measures are set out
in the Annual Report
on Remuneration.
These benefits are funded by
each of the Executive Directors
sacrificing a portion of their
fixed remuneration.
The value of benefits
is dependent on each
Executive Director’s individual
circumstances. The committee
has therefore not set a
maximum monetary value
for this component of fixed
remuneration, save that the
aggregate of cash and benefits
will not exceed the value of
fixed remuneration.
Awards granted in respect
of each financial year will
be capped at 800% of fixed
remuneration (subject to
treatment in a change of
control event).
Performance will be measured
relative to threshold, target
and stretch achievement
levels. Award outcomes as a
percentage of the maximum
award opportunity will be
as follows:
ɼ threshold: 25%
ɼ target: 50%
ɼ stretch: 100%
Award outcomes will be
determined on a straight-line
basis for performance between
these levels.
Award outcomes will be set out
in the relevant Annual Report
on Remuneration.
To provide a market-competitive level
of fixed remuneration that allows us
to attract and retain executives with
the necessary skills and experience.
Benefits reflect local market practice
and support health and wellbeing.
Ninety One offers a range of benefits,
which currently includes private medical
insurance, disability insurance and life
cover. These are the benefits generally
offered to all Ninety One employees in
the UK.
The benefits provided may be subject
to amendment from time to time by the
committee within this Policy.
EIP
Annual single incentive award which
rewards the delivery of key financial
and non-financial objectives which
are consistent with Ninety One’s
strategy and are measured over both
long-term and short-term periods.
Enhances the Executive Directors’
alignment with shareholders via
appropriate performance measures
and through deferral into Ninety One
shares.
The EIP will reward performance, assessed
against financial/quantitative and non-
financial/qualitative measures, over the
current year and the preceding three-year
period.
The committee will set the long-term and
short-term performance measures, targets
and the weighting annually to reflect the
key financial and strategic priorities for
Ninety One. Performance conditions will be
determined and set subject to the following
parameters:
ɼ Not less than 75% of the overall award
will be based on financial performance
measures; and
ɼ Not less than 55% of the overall award
will be based on long-term performance.
Award outcomes will be assessed annually
following year-end, and will be based
on a formulaic application of the Policy,
with the committee retaining discretion
to consider performance holistically and
adjust formulaic outcomes to ensure that
final remuneration awards are aligned with
the sustainable performance of Ninety One
and our purpose to deliver value over the
long term.
Up to 50% of each award will be paid in
cash, with the remaining amount (being at
least 50% of the award) deferred into an
award of Ninety One shares, which will be
entitled to receive dividends or dividend
equivalents. Deferred awards will vest in full
three years after award. Following vesting,
deferred awards will normally be subject
to a further two-year holding period, with
50% released four years after award and
50% released five years after award.
Malus and clawback provisions will apply,
as described in our Integrated Annual
Report 2020 (subject to the extensions
to the relevant clawback periods as
described on page 79).
Ninety One Integrated Annual Report 2022 Element and link to strategy
Operation
Opportunity
Performance
Share Incentive Plan (“SIP”)
83
To increase the alignment of the
Executive Directors’ interests with
shareholders.
Executive Directors are eligible to
participate in Ninety One’s HMRC-
approved SIP, on the same terms as other
employees.
Not applicable
Participation in the Ninety One
SIP is subject to maximum limits
set by HMRC. This is currently
£1,800 per year for partnership
shares.
Shareholding requirement
Not applicable
Not applicable
To maintain the alignment of the
Executive Directors with the long-
term interest of Ninety One and our
stakeholders.
Executive Directors are expected to build
and maintain an interest in Ninety One
shares, and to retain a portion of this
interest for a period after ceasing to be an
Executive Director.
Requirements for current Executive
Directors
While serving as an Executive Director:
ɼ 1,000% of fixed remuneration for the
Chief Executive Officer; and
ɼ 800% of fixed remuneration for the
Finance Director.
Each of the current Executive Directors
exceeds this requirement by virtue of their
respective participation in the Marathon
Trust.
For a period of two years from ceasing to
be an Executive Director, the following will
normally apply:
ɼ 500% of fixed remuneration for the
Chief Executive Officer; and
ɼ 400% of fixed remuneration for the
Finance Director.
Requirements for new Executive
Directors
The level of interests in Ninety One
shares required will be considered by the
committee at the time of appointment,
having due regard to the scope of the role.
This requirement will need to be attained
within a reasonable timeframe (expected
to be no longer than five years from
appointment), but having regard to any
existing share interests.
Strategic ReportGovernanceFinancial StatementsAdditional Information Directors’ Remuneration Report – Summary of the Policy – Executive Directors
84
Remuneration scenario charts
The following charts illustrate the potential range of remuneration outcomes for each of the Executive Directors under the
Policy. The following scenarios are presented:
Below threshold
Threshold
Target
Stretch
Fixed remuneration
Variable remuneration
Deferral of variable
remuneration
Total fixed remuneration for
the financial year, consisting of
base salary plus benefits.
Nil
Value of single incentive awarded
if threshold performance is
achieved, which is 25% of the
maximum opportunity.
Value of single incentive awarded
if on-target performance is
achieved, which is 50% of the
maximum opportunity.
Value of single incentive awarded
if stretch performance is
achieved, which is 100% of the
maximum opportunity.
Up to 50% of any single
incentive will be paid in cash,
with the remainder deferred
into Ninety One plc shares.
These scenarios assume a
50% deferral rate.
Chief Executive Officer
Below threshold
100% £666,000
Threshold
33.3%
33.3%
33.3%
£1,998,000
Target
Stretch
20%
11.1%
40%
40%
£3,330,000
44.4%
3m
4m
5m
6m
44.4%
£5,994,000
£
0
1m
2m
Finance Director
Below threshold
100% £533,000
Threshold
33.3% 33.3% 33.3%
£1,599,000
Target
20%
40%
40%
£2,665,000
Stretch
11.1%
44.4%
44.4%
£4,797,000
£
0
1m
2m
3m
4m
5m
6m
Fixed
Variable – cash element
Variable – deferred element
These scenarios do not assume any change in share price between the dates of award and vesting. A 50% increase in share
price between these dates would increase the value of the deferred variable remuneration in the stretch scenarios, such
that total remuneration would be £7.3 million for the Chief Executive Officer and £5.9 million for the Finance Director. A 50%
decrease in share price between these dates would decrease the value of the deferred variable remuneration in the stretch
scenarios, such that total remuneration would be £4.7 million for the Chief Executive Officer and £3.7 million for the
Finance Director.
Ninety One Integrated Annual Report 2022 85
Approach to recruitment remuneration
Remuneration for new Executive Directors will be
consistent with the Policy, including maximum variable
remuneration opportunities. In setting fixed remuneration
levels, the Committee will consider the size and scope of
the role, the skills and experience of a candidate, and their
existing levels of fixed remuneration.
Where applicable, awards may be granted to replace
awards or amounts forfeited from a previous employer. In
such cases, the committee retains the discretion to grant
awards on a comparable basis to the forfeited award(s),
taking into account the time horizons and performance
conditions that applied. For internal candidates, unvested
deferred awards granted in respect of the prior role would
continue to vest as per the original terms. These may be
adjusted at the discretion of the committee.
Although the intention would be to offer any new Executive
Director benefits as set out in the Policy table on page 82,
the Committee reserves the discretion to offer a new
Executive Director additional benefits such as to cover
relocation expenses to facilitate their appointment.
To facilitate any buyout awards outlined above, the
committee may grant awards to a new Executive Director,
relying on the exemption in the applicable Listing Rules,
which allows for the grant of awards (including under any
other appropriate Ninety One incentive plan) to facilitate,
in unusual circumstances, the recruitment of an Executive
Director, without seeking prior shareholder approval.
The fees payable to a new Chairman or Non-Executive
Director would be in accordance with the Policy.
Link to strategy and long-term alignment
with shareholders
The Policy for Executive Directors has been formulated
by the committee to closely align with the overall
remuneration philosophy at Ninety One, while recognising
shareholder expectations for a listed company. The reason
for selecting a single incentive model over the more widely
used long-term and short-term incentive structure is the
considerable alignment that already exists between the
Executive Directors and shareholders, principally through
their significant equity exposure to Ninety One via each of
their participations in the Marathon Trust, both of which
exceed the minimum shareholding requirements under
the Policy.
Ninety One is committed to profitably growing and
continuing to create long-term shareholder value through
the consistent quality of our client servicing and
differentiated investment offering. The committee will
select measures and targets which are aligned with our
strategic priorities, in order to incentivise the Executive
Directors in a way that will deliver value over the long term,
in line with our purpose. The committee has created this
long-term incentivisation by setting the lifespan of any one
award at eight years, being the period from the start of the
performance period through to the end of the required
holding period for that award.
Simplicity, clarity and alignment with existing
remuneration philosophy
Ninety One strives to attract and retain the highest-calibre
individuals who enjoy a sense of responsibility and
ownership. In support of this objective, Ninety One has
long-standing remuneration structures in place for the
wider workforce, which are clear and simple, and which
also promote and protect Ninety One’s unique employee
ownership and culture. These structures have been
designed and implemented to align employee interests
with those of shareholders and clients, while supporting
the long-term sustainability of the business, and our
culture of good conduct and risk management.
We attach considerable importance to simplicity and
clarity and believe it is important that the Policy is aligned
with Ninety One’s existing remuneration philosophy. To this
end, the Policy includes only two components, namely
fixed remuneration and a single annual variable
remuneration award. Variable remuneration under the
Policy incorporates both financial and non-financial
performance targets, which reflect the key financial and
strategic priorities for Ninety One. The committee’s
assessment of non-financial performance specifically
incorporates risk management and cultural alignment
factors. Furthermore, the malus and clawback provisions
that apply to the EIP awards ensure an appropriate
mechanism for risk adjustment. The range of potential
remuneration outcomes for the Executive Directors is set
out in the remuneration scenario charts on page 84.
Wider workforce context and engagement
The wider workforce receives fixed remuneration, which
includes base salary, pension contributions (where
applicable) and other local employee benefits. Variable
remuneration typically takes the form of an annual
discretionary award, which may comprise both cash
and deferred elements. Deferred elements are normally
invested in a combination of Ninety One shares and funds,
which cliff vest after three years and are subject to malus
and clawback provisions. With effect from 1 April 2022,
Ninety One has extended the existing malus and clawback
provisions to ensure compliance with new regulatory
requirements in the UK.
Remuneration levels at Ninety One reflect both our pursuit
of excellence and commitment to organic business
building. In setting remuneration levels, truly exceptional
contributions are rewarded and individual variable
remuneration awards are not capped for the wider
workforce. Aggregate variable remuneration is however
subject to affordability considerations. In exceptional
cases, retention-related share awards may also be granted
to employees other than the Executive Directors.
In formulating the Policy, the committee was mindful of the
Ninety One remuneration policy, which applies to the
wider workforce, although employees were not directly
consulted in the Policy’s development. Both of these
policies are aligned with Ninety One’s remuneration
philosophy.
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86
This ensures that all employees, including the Executive
Directors, are incentivised in a similar way. The Policy
contains some differences to the wider workforce policy,
notably that Executive Director variable remuneration
opportunities are capped and determined in a formulaic
manner, subject to committee discretion. All discretionary
variable remuneration awards, including those for the
Executive Directors, are funded from the same variable
remuneration pool.
The selection of a relevant peer group is never perfect. No
two businesses have precisely the same clients, products,
distribution channels, people and culture. Nor do they
face the same set of growth opportunities and business
challenges. Notwithstanding, the committee believes that
the independent survey data covering key industry peers is
the most relevant external information. While this peer data
is informative, it is not the only factor the committee used
when setting the remuneration opportunities.
The committee has deliberately not sought to use the
remuneration data from one of the FTSE 100, 250 or 350.
This is due to the wide range of industries covered in these
indices, each with their own remuneration dynamics, which
are not comparable to an asset management business
where variable remuneration is most emphasised.
Consideration of shareholder views
In designing the Policy, the committee proactively sought
input from significant shareholders and their feedback
was taken into consideration. The committee welcomes
feedback from all shareholders at any time and is
committed to ongoing dialogue with shareholders and
other interested stakeholders on this important topic.
During the year, the committee engaged extensively
with major shareholders regarding the Policy and its
implementation. While the views among shareholders are
not always aligned, the one consistent theme in the
course of these engagements was the importance of the
committee exercising its discretion to ensure a clear link
between remuneration outcomes and performance
achieved, while also reflecting the shareholder experience.
The committee agrees with this and recognises the
importance of appropriate application of its discretion
under the Policy. The committee once again applied
its discretion in respect of the financial year 2022 EIP
outcomes for the Executive Directors – please see further
detail set out on page 91. The committee believes the
resulting remuneration outcomes are a fair reflection of
both performance and the wider shareholder experience
over the financial year 2022.
Ninety One’s Non-Executive Director responsible for
workforce engagement is also the Chair of the committee.
In this capacity, he is able to engage regularly with
members of Ninety One’s Human Capital team and other
members of the wider workforce. He receives regular
invitations to company-wide events and also has access
to Ninety One’s virtual employee engagement platform.
Policy on payments for loss of office
In the event of the termination of an Executive Director’s
employment, any payments will be determined in
accordance with the Policy, and will be in line with the
relevant Executive Director’s service contract and the rules
of any relevant incentive plans. Details of payments for loss
of office of the Executive Directors, and applicable notice
period payments for the Non-Executive Directors, are
included in the Integrated Annual Report 2020.
Non-Executive Directors fee policy
Non-Executive Directors’ fees are industry competitive and
reflect the skills, experience and time required to undertake
their roles. The fees cover the dual roles that the directors
perform in relation to Ninety One plc and Ninety One
Limited. Fees for the Chairman are determined by the
committee, while fees for other Non-Executive Directors
are determined by the Board. Please refer to the Integrated
Annual Report 2020 which sets out further detail on Ninety
One’s policy in relation to Non-Executive Directors’ fees.
Use of benchmarks and peer analysis
Variable remuneration opportunities under the Policy are
capped at 800% of fixed remuneration, and in setting this
cap, the committee specifically considered historical
remuneration levels of the Executive Directors at Ninety
One, industry benchmarks for both listed and unlisted
peers and remuneration levels of other senior management
at Ninety One.
For the purposes of obtaining relevant peer reference
points to assist the committee in setting appropriate award
opportunities, the committee commissioned a bespoke
remuneration survey from an independent benchmark
provider. The survey covered a broad range of Ninety One’s
global competitors, including both listed and unlisted asset
management firms, based in the UK, Europe and USA. The
committee also received peer analysis from Ninety One’s
independent remuneration advisors, Deloitte LLP.
Ninety One Integrated Annual Report 2022 Annual Report on Remuneration
This section of the Directors’ Remuneration Report sets out the remuneration paid to the Executive Directors and
Non-Executive Directors of Ninety One in respect of the financial year 2022.
Sections that are subject to audit are indicated as such.
87
Single figure of remuneration (audited)
The table below sets out the total remuneration received by the Directors in respect of the financial year 2022, as well as the
financial year 2021 (in £’000).
2022
Executive Directors
Hendrik du Toit
Kim McFarland
Total
Non-Executive Directors4
Gareth Penny
Colin Keogh
Idoya Basterrechea Aranda
Victoria Cochrane
Busisiwe Mabuza
Fani Titi3
Khumo Shuenyane4
Total
2021
Salary/
fees
Benefits
Total fixed
remuneration
Formulaic
outcome
Discretionary
adjustment
Cash
award1
Deferred
award2
Total variable
remuneration
Total
remuneration
EIP single incentive
654
522
1,176
175
120
100
95
103
29
47
669
12
11
23
—
—
—
—
—
—
—
—
666
533
1,199
175
120
100
95
103
29
47
669
4,930
3,946
8,876
(188)
(151)
2,371
1,898
2,371
1,897
(339) 4,269
4,268
4,742
3,795
8,537
5,408
4,328
9,736
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
EIP single incentive
—
—
—
—
—
—
—
—
175
120
100
95
103
29
47
669
Salary/
fees
Benefits
Total fixed
remuneration
Formulaic
outcome
Discretionary
adjustment
Cash
award5
Deferred
award6
Total variable
remuneration
Total
remuneration
Executive Directors
Hendrik du Toit
Kim McFarland
Total
Non-Executive Directors
Gareth Penny
Colin Keogh
Idoya Basterrechea Aranda
Victoria Cochrane
Busisiwe Mabuza
Fani Titi
Total
655
523
1,178
175
120
100
95
95
70
655
11
10
21
—
—
—
—
—
—
—
666
533
1,199
175
120
100
95
95
70
655
4,598
3,680
8,278
(398)
(320)
2,100
1,680
2,100
1,680
(718) 3,780
3,780
4,200
3,360
7,560
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4,866
3,893
8,759
175
120
100
95
95
70
655
1. The cash EIP award in respect of the financial year 2022.
2. The deferred EIP award in respect of the financial year 2022.
3. Fani Titi retired from the Board on 1 August 2021.
4. Khumo Shuenyane’s appointment to the Board was effective from 1 August 2021.
5. The cash EIP award in respect of the financial year 2021.
6. The deferred EIP award in respect of the financial year 2021.
Notes to the table (audited)
Fixed remuneration
No changes were made to fixed remuneration for the financial year 2022.
Pension
The Executive Directors are not entitled to any pension benefits.
Benefits
For the financial year 2022, benefits for the Executive Directors included private medical insurance, disability insurance and
life cover, which are the benefits generally offered to all Ninety One employees in the UK. These benefits are funded by
sacrificing a portion of their fixed remuneration.
Strategic ReportGovernanceFinancial StatementsAdditional Information Directors’ Remuneration Report – Annual Report on Remuneration
88
EIP
The graphic below illustrates the operation of the EIP.
Long-term element measured on trailing
basis over the three years up to and
including the performance year
Short-term element measured annually
at the end of the performance year
Y1
Y2
Y3
Real growth in
adjusted EPS
Real growth in
adjusted EPS
Real growth in
adjusted EPS
%
5
5
Investment
performance
Investment
performance
Investment
performance
Net flows
Net flows
Net flows
%
0
2
%
5
2
Annual financial
performance
– above measures
Annual
non-financial
performance
Short- and
long-term
targets are
measured
to determine
the value of
the award
Up to 50%
of the
award
is paid
in cash
Maximum
award 800%
of fixed
remuneration
50%
cash
50%
deferred
over
three years
At least 50% of the award would be delivered as forfeitable
shares deferred until the end of year six. A further two-year
holding period would apply with shares being released 50%
at the end of years seven and eight respectively.
Y4
Y5
Y6
Y7
Y8
50%
released
50%
released
Lifespan of a single award extends over eight years
Awards under the EIP in respect of the financial year 2022
The following section sets out the EIP targets and measures and the committee’s assessment of outcomes for the financial
year 2022. The EIP for the financial year 2022 operated in line with the Policy.
Financial performance – three years
Measure
Real annual growth in adjusted EPS1
Investment performance2
Net flows3
Financial performance – one year
Measure
Real annual growth in adjusted EPS1
Investment performance2
Net flows3
Threshold
-5.0%
50.0%
1.0%
Target
0.0%
62.5%
2.5%
Stretch
5.0%
75.0%
4.0%
Actual
performance
6.4%
68.3%
3.0%
Outcome as % of
the maximum
award
opportunity
100.0%
73.3%
67.4%
Threshold
2.0%
50.0%
1.0%
Target
4.0%
62.5%
2.5%
Stretch
6.0%
75.0%
4.0%
Actual
performance
6.1%
70.6%
3.8%
Outcome as % of
the maximum
award
opportunity
100.0%
82.4%
94.4%
Weighting
36.6%
9.2%
9.2%
55.0%
Weighting
13.4%
3.3%
3.3%
20.0%
1.
Adjusted EPS is the primary measure of Ninety One’s financial performance. Our long-term objective is to grow adjusted earnings consistently, recognising the
potential significant impact of market volatility on financial results. Measured as per the definition of adjusted EPS on page 166. Real growth adjusted for UK CPI.
2. As an active investment manager, investment outperformance is critical to delivering value to our clients. Our objective is to deliver investment outperformance in the
long run. As such, performance is measured over multiple time periods, with higher weightings for longer time periods. Measured as the proportion of firm-wide AUM
outperforming basic benchmarks on an asset-weighted basis, weighted over one (20% weighting), three (30% weighting) and five (50% weighting) years.
3. The achievement of net flows is a key driver of value. Our long-term objective is to grow and diversify our asset and client base by consistently generating
positive net flows. The torque ratio will be the metric used to measure success.
Ninety One Integrated Annual Report 2022 Non-financial performance – holistic assessment of performance over one year
Assessment
Weighting
Summary of achievements
89
Measure
Key
employee
retention
and
succession
planning
Global staff
turnover
Senior global
leadership
team turnover
Talent
and work
environment
Succession
planning
Relationships
and
reputation
Annual
Organisation
Development
(“OD”) led
culture and
diversity and
inclusion
initiatives
25%
in relation
to the way
we work
in a post-
COVID
environ-
ment
Reputational
and regulatory
issues
Global staff turnover remained at acceptable levels (10.8%) in line with
long-term historic trends at Ninety One. Notably, there was very low
turnover at a senior leadership level. These outcomes reflect Ninety
One’s ability to maintain workforce stability and retain key employees
in an environment where competition for talent is increasing.
In terms of diversity, female representation within our senior
leadership group is now 31% (ahead of our Women in Finance Charter
commitments). In South Africa, we were promoted to a Level 1 B-BBEE
Contributor during the year. Our representation of black employees in
South Africa has also increased from 50% in 2014 to 64% in 2021.
Our succession planning efforts in building the ‘bench strength’
within Ninety One’s senior leadership group this year included a global
talent review process across the business to identify next-generation
talent and a leadership pipeline. This process culminates in intentional
developmental exposure and experience for this group.
During the year we also successfully implemented a number of
succession plans for long-standing senior leaders in the business who
are in the process of transitioning out of the organisation. These have
been carefully and successfully managed with internal and external
stakeholders to ensure that clients continue to receive excellent
service through these transitions.
Our “Navigating Ninety One” project was rolled out over the second
half of the year. The aim of the project was to ensure that every
employee participated in an interactive workshop. These workshops
re-articulated Ninety One’s values, culture and talent philosophy,
including a discussion around the implications on the diversity and
inclusivity within our business. They were held in person across all our
offices globally, with over 900 employees participating.
The Executive Directors and other senior leaders attended most
of these workshops, allowing them to gather real-time feedback
from our employees and to understand and respond to queries and
concerns quickly and directly. These workshops confirmed the high
levels of engagement and inclusion across Ninety One.
During the year, we provided our employees with clarity and guidance
on our ongoing approach to the way we work in a post-COVID
environment. The pandemic has changed the way we work, allowing
us to appreciate the benefits that technology and remote working
can bring. We continue to invest in our office spaces, recognising that
they form an integral part of our culture by fostering collaboration and
inclusion.
During the year, we rolled out our Future of Work global principles
with regards to our approach to hybrid working. Senior leadership
continues to be involved in the active discussions around the pattern
of office attendance given our view that the office remains the ‘centre
of gravity’ for Ninety One.
Ninety One’s relationships with regulators around the globe remain
healthy and constructive, with a number of them conducting routine
audits and/or inspections during the past year. These were concluded
without any material issues being raised.
The committee reviewed matters considered by the DLC Audit
and Risk Committee during the year, and was comfortable that the
mitigation responses to these matters were satisfactory and they had
been well managed during the year.
Strategic ReportGovernanceFinancial StatementsAdditional Information Directors’ Remuneration Report – Annual Report on Remuneration
Non-financial performance – holistic assessment of performance over one year continued
90
Assessment
Measure
Weighting
Summary of achievements
Commitment
to
sustainability
25%
Progress with
respect to
objectives
agreed by
the DLC
Sustainability
Social
and Ethics
Committee
Strategic
progress
Progress with
respect to
objectives
agreed by
the Board
in relation
to growth
in the UK
market
Outcome for non-financial element
Total formulaic EIP outcome
Committee discretionary adjustment factor
Final EIP outcome
Ninety One is committed to putting sustainability at the core of our
business. In this regard, we:
ɼ improved our Scope 3 methodology for our TCFD report for
financial year 2022, and are ready to comply with the reporting
requirements for financial year 2023;
ɼ developed targets aligned with climate science and the Science
Based Targets Initiative guidance and methodology for Scope 1 and
Scope 2. In addition, we are in the process of developing SBTi
targets for Scope 3;
ɼ expanded our sustainability focused equity offering. This was
achieved through material investment of senior leadership time and
resources to expand our broader product platform. Key
achievements included the development of our transition strategy,
additional capital raised by the Emerging Africa Infrastructure Fund
to grow its investment footprint, and the hiring of senior investment
professionals to support these initiatives; and
ɼ devoted significant senior leadership time towards our
engagement and advocacy activities. This included high-profile
advocacy for a fair and inclusive transition through COP26, SMI,
GFANZ and other sustainability forums. In addition, Ninety One
continues to engage directly with high emitters (particularly in
South Africa) regarding their transition plans.
Ninety One has strategic clarity and has made good progress
against our strategic objectives. The business demonstrated its
ability to execute its strategy well and deliver results in a volatile
environment. Net flows were significantly up from the prior year due
to improvements in client risk appetite and improved investment
performance. This is a reflection of our current product offering
remaining client relevant and diverse across asset classes and
investment styles to suit varying client needs. We also remain
well-positioned for future client demand and growth, reflected
through good flow traction into some of our more recently launched
strategies.
Ensuring that sustainability is at the core of our business is a key
strategic priority. Our achievements in this regard are detailed in the
section above.
Our sustainability focused strategies have enjoyed significant traction
with clients, resulting in significant inflows. We have also developed a
credible track record for several new investment strategies.
We have continued to focus on growth in the advisor and institutional
channels globally. We have executed well on this globally. However
our position in the UK market remains concentrated, leaving room for
more growth in future.
It was a year of intense employee re-engagement after various and
prolonged periods of remote working. Ninety One remains a talent
business and we continually invest in our people to build an inter-
generational business. Please see the section above for further details.
Our continued support of employee-driven and community initiatives
exemplified how Ninety One has put culture and purpose at the heart
of the organisation.
95.0%
92.5%
(3.5%)
89.0%
Ninety One Integrated Annual Report 2022 91
Explanation of discretionary adjustment and final awards
Under the Policy, the committee retains discretion to
consider performance holistically and adjust formulaic
outcomes to ensure that the final EIP awards are aligned
with the sustainable performance of Ninety One and our
purpose to deliver value over the long term.
In determining the level of awards under the EIP, the
committee gave careful consideration to the formulaic
outcome, focusing in particular on whether this was
appropriate, and a fair reflection of the underlying
performance of the business. In this regard, the committee
took into account the following:
ɽ the actual performance and the context in which this
was achieved;
ɽ the relative performance of Ninety One’s peers; and
ɽ the shareholder, client and wider workforce experience
over the period.
While Ninety One achieved adjusted EPS of 19.2p for the
financial year (2021: 17.0p), net inflows of £5.0 billion (2021:
net outflows of £0.2 billion), good shareholder returns
in the form of share price performance and dividends
declared; the committee concluded that even though the
long-term performance targets for the real annual growth
in adjusted EPS had been set during a period of significant
market volatility during the COVID-19 pandemic, these
targets remained challenging on a long-term basis.1
Notwithstanding this, the committee notes that recent
market conditions have been more supportive than initially
anticipated.
The committee also recognised that while the short-term
achievements against our sustainability objectives have
been strong, the magnitude of the long-term challenge
to transition to net zero means that these achievements
should be viewed in this light. They therefore represent
the foundation for what the committee hopes will be
Ninety One playing a major role in supporting this
transition going forward.
For these reasons, the committee exercised its discretion
to reduce the overall formulaic outcome under the EIP
scorecard. This represented 3.5% of the maximum award
opportunity, amounting to a combined total reduction of
£339,000.
As a result, the awards to the Executive Directors represent
89% of the maximum award opportunity, recognising an
exceptional level of achievement. The Executive Directors
acknowledged the context and reasons for these
reductions, and fully supported them.
The committee’s final decision was therefore that each of
the Executive Directors be granted an EIP award of 89% of
the maximum award opportunity, resulting in EIP awards
of £4.74 million and £3.79 million for the Chief Executive
Officer and Finance Director, respectively. The committee
believes that these awards are aligned with the
performance achieved over the period (including
performance relative to peers), while being appropriate
in the context of the experience of our shareholders,
employees and Ninety One’s other stakeholders.
Half of these EIP awards will be deferred into shares in
Ninety One plc, further increasing the significant
shareholder alignment that already exists by virtue of the
Executive Directors’ participations in the Marathon Trust.
The remainder of the awards were paid in cash.
Statement of Directors’ shareholdings and
share interests (audited)
Breakdown of share interests
The Directors and their associates/connected persons
owned ordinary shares and held share scheme interests in
Ninety One plc and Ninety One Limited ordinary shares as
at 31 March 2022, as set out in the table on page 92.
The legacy share scheme interests listed below were
granted to Hendrik du Toit and Kim McFarland in their
capacity as executive directors of Investec. These awards
are conditional on continued service with Ninety One.
No other share scheme interests were granted during
the financial year 2022. The first vesting under the EIP is
scheduled to take place in 2024, and therefore there
were no vestings under the EIP in the financial year 2022.
1 Financial year 2023 will be the last performance year impacted by these specific long-term targets.
Strategic ReportGovernanceFinancial StatementsAdditional Information 92
Directors’ Remuneration Report – Annual Report on Remuneration
No Directors hold any scheme interests other than those listed below as at 31 March 2022.
Legacy share scheme interests4
Shares owned outright
Ninety One
plc
243,113
121,431
20,000
Ninety One
Limited
302,370
3,772
—
19,681
9,950
—
—
166,447,688
49,598,067
Investec
deferred STI
– 2020
Ninety One
plc
7,953
6,224
—
—
—
—
Investec LTI
– 2019
Investec LTI
– 2020
Ninety One EIP
– 2021
Total share scheme interests
and shares owned outright3
Ninety One
plc
139,040
55,637
—
Ninety One
plc
139,176
111,383
—
Ninety One
plc
881,205
704,964
—
Ninety One
plc
1,410,487
999,639
20,000
Ninety One
Limited
302,370
3,772
—
—
—
—
—
—
—
—
—
19,681
9,950
—
—
— 166,447,688
49,598,067
166,861,863 49,904,209
14,177
194,677
250,559
1,586,169 168,907,445 49,904,209
Hendrik du Toit
Kim McFarland
Colin Keogh
Victoria
Cochrane
Khumo
Shuenyane
Forty Two
Point Two2
Total1
Notes to the table
1. No other Directors held any interests in Ninety One shares as at 31 March 2022.
2. Forty Two Point Two is a company wholly-owned by the Marathon Trust, both of which are associates/connected
persons of Hendrik du Toit and Kim McFarland. The Marathon Trust is a long-term share ownership vehicle which was
established to enable key employees of Ninety One, including Hendrik du Toit and Kim McFarland, to collectively
participate in an indirect equity shareholding in Ninety One. Participatory interests in the Marathon Trust are not interests
in an employee share scheme. Forty Two Point Two’s acquisition of its shareholding in Ninety One has been, and future
share acquisitions are expected to be, funded by personal capital provided by the participants in the Marathon Trust and/
or third-party debt-funding assumed by Forty Two Point Two. A portion of the Ninety One shares held by Forty Two Point
Two are pledged in terms of the third party debt-funding arrangements. Voting rights in relation to the shares pledged
remain with Forty Two Point Two. At 31 March 2022, the Executive Directors’ Marathon participations equated to an
indirect equity shareholding of 2.22% in the case of Hendrik du Toit and 1.41% for Kim McFarland.
3. Between 31 March and 10 June 2022 (being the last practicable date prior to the finalisation of this report), the following
movements in the share interests of the Directors or their associates/connected persons took place:
a. Hendrik du Toit acquired 618 partnership shares in Ninety One plc under the Ninety One SIP.
b. Kim McFarland acquired 1,379 partnership shares in Ninety One plc under the Ninety One SIP.
c. The share scheme interests listed above under the ‘Investec deferred STI – 2020’ vested to each of Hendrik du Toit and
Kim McFarland, and remain subject to a 12-month retention period.
d. The final vesting outcome for the share scheme interests listed above under the ‘Investec LTI – 2019’ was confirmed by
Investec at 100.8%, meaning that the final share awards consisted of 140,160 ordinary shares in Ninety One plc for
Hendrik du Toit, and 56,085 ordinary shares in Ninety One plc for Kim McFarland. These awards vest equally over a
period of five years and are subject to a 12-month retention period after each vesting date. See Note 4 below for
further detail.
e. As a result of the distribution of Ninety One shares by Investec on 30 May 2022, the following Directors or their
associates/connected persons acquired additional shares in Ninety One plc and/or Ninety One Limited:
Shares owned outright
Ninety One
plc
61,817
14,015
2,734
Ninety One
Limited
14,402
1,037
—
Share scheme
interests
Total share scheme interests
and shares owned outright
Ninety One
plc
71,7011
45,0912
—
Ninety One
plc
133,518
59,106
2,734
Ninety One
Limited
14,402
1,037
—
Hendrik du Toit
Kim McFarland
Khumo Shuenyane
1. On 6 June 2022, 2,833 of these share scheme interests vested to Hendrik du Toit and were taken up in full by him.
They remain subject to a 12-month retention period.
2. On 6 June 2022, 2,217 of these share scheme interests vested to Kim McFarland and were taken up in full by her.
They remain subject to a 12-month retention period.
f. Forty Two Point Two acquired an additional 1,150,000 ordinary shares in Ninety One plc.
Unless otherwise disclosed above, there were no other movements in the share interests of the Directors or their
associates/connected persons between 31 March and 10 June 2022 (being the last practicable date prior to the finalisation
of this report).
Ninety One Integrated Annual Report 2022 4. Details of the legacy share scheme interests are as follows:
Share scheme
Details
93
Investec
deferred STI –
2020
Investec LTI –
2019
These awards are not subject to any further performance conditions. These awards vest equally over a period of two
years and are subject to a 12-month retention period after each vesting date.
Vesting date
Tranche 1 – 07 June 2021
Tranche 2 – 06 June 2022
Vesting %
50%
50%
These awards are subject to the following Investec performance conditions:
Investec performance condition
Financial measures
Growth in net tangible asset value per share
Return on risk-weighted assets (pre-demerger of Ninety One)
Return on risk-weighted assets (post-demerger of Ninety One)
Non-financial measures2
Culture and values
Franchise development
Governance and regulatory and shareholder relationships
Employee relationship and development
Threshold
(0%
vesting)
Target
(100%
vesting)
Stretch
(150%
vesting)1
Weighting
40%
35%
15%
1.4%
1.05%
30%
1.6%
1.35%
45%
1.8%
1.55%
4%
13%
4%
4%
0
0
0
0
4
4
4
4
6
6
6
6
1.
If stretch levels of performance for all measures are achieved, the vesting of the awards will be capped at 135% of target.
2. Non-financial measures are assessed against a seven-point scale, with scores between 0 and 6 awarded.
Investec has now confirmed the final vesting outcome at 100.8%, meaning that the final share awards consisted of
140,160 ordinary shares in Ninety One plc for Hendrik du Toit, and 56,085 ordinary shares in Ninety One plc for Kim
McFarland. These awards vest equally over a period of five years and are subject to a 12-month retention period after
each vesting date.
Vesting date
Tranche 1 – 29 May 2022
Tranche 2 – 29 May 2023
Tranche 3 – 29 May 2024
Tranche 4 – 29 May 2025
Tranche 5 – 29 May 2026
Vesting %
20%
20%
20%
20%
20%
Investec LTI –
2020
These awards are subject to the following Ninety One performance conditions:
Ninety One performance condition
Real growth in adjusted EPS2
Investment performance3
Net flows4
Threshold
(0%
vesting)
2% p.a.
50%
Target
(100%
vesting)
4% p.a.
62.5%
1% p.a. 2.5% p.a.
Stretch
(150%
vesting)1
6% p.a.
75%
4% p.a.
Weighting
67%
16.5%
16.5%
1.
If stretch levels of performance for all measures are achieved, the vesting of the awards will be capped at 135% of target.
2. Measured as per the definition of adjusted EPS on page 166. Real growth adjusted for UK CPI.
3. Measured as the proportion of firm-wide AUM outperforming basic benchmarks on an asset weighted basis, weighted over one
(20% weighting), three (30% weighting) and five (50% weighting) years.
4. Measured as the torque ratio.
These awards vest equally over a period of five years and are subject to a 12-month retention period after each
vesting date.
Vesting date
Tranche 1 – 05 June 2023
Tranche 2 – 05 June 2024
Tranche 3 – 05 June 2025
Tranche 4 – 05 June 2026
Tranche 5 – 05 June 2027
Vesting %
20%
20%
20%
20%
20%
Strategic ReportGovernanceFinancial StatementsAdditional Information Directors’ Remuneration Report – Annual Report on Remuneration
94
Shareholding guidelines
To ensure the alignment of the financial interests of Executive Directors with those of shareholders, the Executive Directors
are required to maintain an interest in Ninety One shares. This requirement is equivalent to 1,000% of fixed remuneration for
the Chief Executive Officer and 800% of fixed remuneration for the Finance Director. Each of the Executive Directors
currently exceeds this requirement by virtue of their participation in the Marathon Trust.
The Chief Executive Officer will be required to maintain a minimum interest in shares in Ninety One equivalent to 500% of
fixed remuneration for a period of two years after the termination of his employment. The Finance Director will be required to
maintain a minimum interest in shares in Ninety One equivalent to 400% of fixed remuneration for a period of two years after
the termination of her employment. Participations in the Marathon Trust will count towards this requirement.
Payments to past directors (audited)
There were no payments to past directors in the financial year 2022.
Payments for loss of office (audited)
There were no payments to Directors for loss of office in the financial year 2022.
Total shareholder return (“TSR”) performance
The graph below shows Ninety One’s TSR performance from admission to 31 March 2022 relative to the TSR performance
of the FTSE 250 excluding Investment Trusts. This index has been chosen because it is a broad equity market index, and
Ninety One is a constituent of this index.
Total shareholder return performance (monthly)
200
180
160
140
120
100
80
x
e
d
n
i
R
S
T
March
2020
May
2020
July
2020
Sept
2020
Nov
2020
Jan
2021
March
2021
May
2021
July
2021
Sept
2021
Nov
2021
Jan
2022
March
2022
Ninety One
FTSE 250 (exc. Investment Trusts)
Source: Thomson Reuters Datastream, April 2022.
Ninety One Integrated Annual Report 2022
Chief Executive Officer historic remuneration
The following table sets out the Chief Executive Officer’s total and variable remuneration since 1 March 2020.
95
Total single figure (£’000)
EIP awards (% of the maximum)
20201
555
N/A
2021
4,866
79%
2022
5,408
89%
1.
Remuneration awarded in respect of the Chief Executive Officer’s service to Ninety One between 1 March and 31 March 2020. The EIP applied for the first time in
respect of financial year 2021, and for the second time in respect of the financial year 2022. For the financial year 2020, the committee decided to make a one-off
variable remuneration award to the Chief Executive Officer, payable in cash, in recognition of his material time and effort devoted to the Ninety One business in
addition to his commitments as an executive director of Investec.
Percentage change in Directors’ remuneration
As the Directors held office for only a short part of financial year 2020, the committee concluded that a like-for-like
comparison of the percentage change in their remuneration relative to the average change in the remuneration of
employees was not possible. As such, no comparison is presented for financial year 2021 relative to financial year 2020.
The following table sets out the percentage change in fixed remuneration and variable remuneration from the financial year
2021 to the financial year 2022. This is presented separately for each Director, together with the average percentage
change for other group employees.
Executive Directors
Hendrik du Toit
Kim McFarland
Non-Executive Directors
Gareth Penny
Colin Keogh
Idoya Basterrechea Aranda
Victoria Cochrane
Busisiwe Mabuza
Fani Titi2
Khumo Shuenyane3
Employees of the Ninety One Group4
% change in
fixed
remuneration1
% change in
variable
remuneration
0%
0%
0%
0%
0%
0%
8%
N/A
N/A
8%
13%
13%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
24%
Notes to the table
1.
The Executive Directors are entitled to the benefits generally offered to all Ninety One employees in the UK, but do not receive any pension benefits. In the table
above, we have presented a comparison of total fixed remuneration (inclusive of benefits) across the Ninety One group. We believe this presents the best comparison
of salary and benefit changes across our global workforce.
2. Fani Titi retired from the Board on 1 August 2021 and therefore his remuneration for the financial year 2022 reflects only a part-year and is not comparable to his
remuneration for the prior year.
3. Khumo Shuenyane’s appointment to the Board was effective from 1 August 2021 and therefore no prior year comparative remuneration exists.
4. Calculated as the average change in fixed and variable remuneration for all employees included in the financial year 2022 annual compensation review.
Strategic ReportGovernanceFinancial StatementsAdditional Information Directors’ Remuneration Report – Annual Report on Remuneration
Relative importance of spend on pay
The following graphs illustrate Ninety One’s profit after tax, employee remuneration and dividends for 2022 and 2021.
96
Profit after tax (£’m)
2021
2022
154.6
0
50
100
150
Total employee remuneration (£’m)
2021
2022
205.3
200
250
300
284.4
276.4
0
50
100
150
200
250
300
Dividends (£’m)1
2021
2022
114.7
133.9
0
50
100
150
200
250
300
1.
Interim dividend paid and final dividend recommended.
Chief Executive Officer pay ratio
The table below shows the ratio of the single total figure of remuneration for the Chief Executive Officer relative to the 25th,
50th and 75th percentile annual remuneration of full-time equivalent UK employees. These total remuneration percentiles
have been calculated based on fixed remuneration at 31 March 2022 and variable remuneration awarded in respect of the
financial year 2022. Where an identified employee was part-time or only employed for part of the year, their annual
remuneration figures have been converted to a full-time annual equivalent.
Financial year
2022
2021
20201
Option
A
A
A
25th
percentile
55 : 1
53 : 1
38 : 1
50th
percentile
35 : 1
35 : 1
24 : 1
75th
percentile
19 : 1
20 : 1
13 : 1
1.
The Chief Executive Officer was appointed on 1 March 2020, one month before the end of the financial year 2020, meaning the Chief Executive Officer pay ratio using
actual remuneration outcomes for the financial year 2020 did not reflect a consistent comparison to the full-time equivalent total remuneration of UK employees.
The Chief Executive Officer pay ratio for 2020 therefore uses normalised remuneration for the Chief Executive Officer, assuming on-target performance levels.
UK regulations require this disclosure, and provide three options in relation to the methodology used to calculate the ratio,
termed Options A, B and C. Ninety One has chosen to calculate the Chief Executive Officer pay ratio using Option A.
This method was chosen because it is statistically the most accurate and it should provide, as far as possible, a like-for-like
comparison between employee and Chief Executive Officer pay. This method entails calculating the total remuneration of
all UK employees, employed as at the end of the financial year 2022, to identify the total remuneration at the 25th, 50th
and 75th percentiles. The total remuneration value for the employees at the 25th, 50th and 75th percentiles was £98,526,
£154,873 and £287,269 respectively, of which the salary component was £68,250, £120,000 and £139,200 respectively.
Ninety One has a group-wide remuneration policy which applies to all staff globally, including those in the UK. The Directors’
Remuneration Policy has been formulated using the same principles which underpin the group-wide remuneration policy.
The committee recognises that the Chief Executive Officer pay ratio will fluctuate from year to year due to the variety of
factors that will influence this ratio, specifically the fact that the Executive Directors will be measured exclusively on
group-wide performance. The committee therefore does not target a specific pay ratio, but will consider trends in the
movement of the ratio over time.
Ninety One Integrated Annual Report 2022 Changes in the Chief Executive Officer’s remuneration are in line with changes in wider employee remuneration in the UK.
The committee is satisfied that these outcomes are reflective of underlying individual performance and contributions, and
therefore are consistent with Ninety One’s pay and reward policies.
97
Implementation of the Policy in the financial year 2023
Fixed remuneration
The Executive Directors’ fixed remuneration is unchanged for the financial year 2023. Fixed remuneration is inclusive of
benefits, which are funded by sacrificing a portion of fixed remuneration.
Hendrik du Toit
Kim McFarland
Fixed remuneration
as at 1 April 2022
£666,000
£533,000
EIP
In line with the Policy, the maximum opportunity for EIP awards to be granted to the Executive Directors for the financial year
2023 will be 800% of fixed remuneration. The EIP will reward the achievement of financial and non-financial targets
assessed over the one-year, and trailing three-year, period ending 31 March 2023.
Performance will be measured relative to threshold, target and stretch achievement levels for financial/quantitative and
non-financial/qualitative measures. Award outcomes as a percentage of the maximum award opportunity will be as follows:
ɽ threshold: 25%
ɽ target: 50%
ɽ stretch: 100%
For performance between the above levels, the award outcome will be determined on a straight-line basis.
The performance measures and weightings will remain unchanged for the financial year 2023, and are as follows:
Performance measure
Financial/quantitative measures
Real annual growth in adjusted EPS1
Investment performance2
Net flows3
Non-financial/qualitative measures
Key employee retention and succession planning
Relationships and reputation
Commitment to sustainability
Strategic progress
Weighting
Measurement
period
75%
50%
12.5%
12.5%
one and
three years4
25%
one year
1.
Adjusted EPS is the primary measure of Ninety One’s financial performance. Our long-term objective is to grow adjusted earnings consistently, recognising the
potentially significant impact of market volatility on financial results. Measured as per the definition of adjusted EPS on page 166. Real growth adjusted for UK CPI.
2. As an active investment manager, investment outperformance is critical to delivering value to our clients. Our objective is to deliver investment outperformance in the
long run. As such, performance is measured over multiple time periods, with higher weightings for longer time periods. Measured as the proportion of firm-wide AUM
outperforming basic benchmarks on an asset-weighted basis, weighted over one (20% weighting), three (30% weighting) and five (50% weighting) years.
3. The achievement of net flows is a key driver of value. Our long-term objective is to grow and diversify our asset and client base by consistently generating positive net
flows. The torque ratio will be the metric used to measure success.
4. 75% of the award will be determined based on performance relative to financial/quantitative measures. This comprises 55% long-term performance (three years) and
20% short-term performance (one year).
Financial/quantitative targets
The committee devoted significant energy to identifying a range of performance and remuneration outcomes that would
ensure that the Executive Directors continue to be incentivised to deliver long-term value for shareholders. The committee
considered Ninety One’s historical performance together with the absolute and relative performance of Ninety One’s peers
over the long term. The committee believes the targets set in this way are sufficiently challenging.
Notwithstanding the targets set, the committee retains discretion under the Policy to apply its judgement when determining
final remuneration outcomes, to ensure that these are clearly linked to performance achieved and also reflect the
shareholder experience.
Strategic ReportGovernanceFinancial StatementsAdditional Information Directors’ Remuneration Report – Annual Report on Remuneration
98
Long-term performance will be measured relative to the following three financial/quantitative targets for the financial
year 2025.
Measure
Real annual growth in adjusted EPS
Investment performance
Net flows
Threshold
2.0% p.a.
50.0%
1.0% p.a.
Target
4.0% p.a.
62.5%
2.5% p.a.
Stretch
6.0% p.a.
75.0%
4.0% p.a.
The long-term financial/quantitative targets for the financial years 2023 and 2024 are included in our Integrated Annual
Report 2021, which is available on Ninety One’s website (www.ninetyone.com).
The adjusted EPS and net flows targets for the short-term performance period ending 31 March 2023 are considered to be
commercially sensitive and are therefore not disclosed here. The investment performance targets for this period are as per
the table above. The committee will report on the relevant targets set and provide a description of the achievement levels
and outcomes against these measures in the Integrated Annual Report 2023.
Non-financial/qualitative targets
The committee has set objectives for the non-financial measures for the financial year 2023, all of which are fundamental to
the long-term success of Ninety One.
Measure
Metric
Why it’s important
Key employee
retention and
succession planning
The retention and continued development of the
senior global leadership team.
Ninety One is a people business. The stability of its
leadership team has a direct impact on the firm’s
ability to attract and retain assets under management.
Relationships and
reputation
The achievement of consistent relationship
outcomes and continued reputation and brand
strengthening.
Commitment to
sustainability
The progress against objectives identified by
the Board from time to time under Ninety One’s
sustainability framework.
Strategic progress
The progress against strategic priorities specifically
identified by the Board from time to time. This
could include growth initiatives in respect of new
products, strategies or geographies.
The consistent quality of Ninety One’s relationships,
together with a culture of good conduct and risk
management, informs our brand and bolsters our
reputation, and is a source of competitive advantage.
From the start, Ninety One has been committed to
investing for a better tomorrow and sustainability is a
key part of our purpose as an active asset manager.
We are a long-term focused business, allocating
capital on a global basis to meet the future needs of
society. Our enduring commitment to sustainability
is a key differentiator.
The achievement of strategic priorities will drive the
future growth of Ninety One.
Chairman and Non-Executive Director fees
As described above, following an industry review, the committee has determined that it is appropriate to make a market-
based adjustment to the Chairman’s base annual fee to bring it in line with the relevant peer group (being, most notably, UK
listed asset managers, which the committee believes is the most relevant peer group for this role).
It is therefore proposed that the Chairman’s base annual fee (inclusive of the Non-Executive Director basic fee) will increase
to £175,000 per annum for the financial year 2023 (from its current level of £150,000 per annum).
Other than this, the Non-Executive Directors’ annual fees are unchanged for the financial year 2023 and are as follows:
Chairman fee (inclusive of the Non-Executive Director basic fee)
Senior Independent Director fee (inclusive of the Non-Executive Director basic fee)
Non-executive Director basic fee
Chairs of the Audit and Risk and Human Capital and Remuneration committee additional fee
Chairs of the Nominations and Directors’ Affairs and Sustainability, Social and Ethics committee additional fee
Committee member supplementary fee
£
175,000
85,000
70,000
25,000
15,000
10,000
Ninety One Integrated Annual Report 2022 Directors’ service contracts
The Executive Directors have entered into rolling service contracts with Ninety One. These contracts are terminable by
either party on six months’ written notice.
99
Non-Executive Directors have not entered into service contracts with Ninety One. They operate under a letter of
appointment under which their appointment can be terminated by either party on three months’ written notice,
except where the Director is not reappointed by shareholders, in which case termination is with immediate effect.
The Human Capital and Remuneration Committee
The committee’s role
The committee’s terms of reference were reviewed and approved on 1 February 2022 and can be viewed on our website at
www.ninetyone.com.
The committee is responsible for determining and developing the Group’s policies for remuneration of the Chairman of the
board, the Executive Directors and senior executives. In determining such policies, the committee will have regard to the
need to attract, retain and motivate directors and senior executives of the quality required to run Ninety One successfully,
in a way that promotes our strategy and long-term success. It will also consider all factors including relevant legal and
regulatory requirements that it deems necessary. This includes the FCA Listing Rules, the UK Corporate Governance Code,
the King IV Report on Corporate Governance for South Africa (2016) the Listings Requirements issued by the JSE Limited
and where relevant, FCA Remuneration Codes covering MIFIDPRU, AIFMD, UCITS, CRD III and MiFID II, as well as all
associated guidance.
The committee is also responsible for reviewing all employee remuneration arrangements, to ensure that they are aligned
with the strategy, culture and values of Ninety One and the health and wellbeing of all employees. It also monitors and
reviews Ninety One’s compliance with good corporate governance in respect of human capital matters, including the
application of the King IV Code and the Companies Act requirements in South Africa. Lastly, the committee reviews the
engagement levels of all employees and ensures that management takes appropriate action to ensure the highest possible
levels of engagement. In fulfilling its responsibilities, the committee will work with other Board committees as appropriate.
Committee advisors
Deloitte LLP were appointed advisor to the committee for the financial year 2022, having been formally appointed during
the year. Deloitte is a founding member of and signatory to the Code of Conduct of the Remuneration Consultants Group.
Deloitte attend the committee meetings as appropriate, and provide advice on executive remuneration, best practice and
market updates.
The committee has formally reviewed the work undertaken by Deloitte and is satisfied that the advice it has received has
been objective and independent.
Fees paid to Deloitte for executive remuneration consulting during the financial year 2022 were £17,400. Deloitte did not
provide any other services to Ninety One during the financial year 2022.
Voting at the 2021 AGM
The following table sets out the outcomes in respect of the most recent AGM votes on the Annual Report on Remuneration
and the Directors’ Remuneration Policy, held on 4 August 2021.
Resolution
To approve the directors’ remuneration report, for the year ended 31 March 2021
To approve the directors' remuneration policy
% Votes for
98.33
96.14
% Votes
against
1.67
3.86
% Votes
withheld
0.1
0.1
Colin Keogh
Chair of the DLC Human Capital and Remuneration Committee
For and on behalf of the Board
Strategic ReportGovernanceFinancial StatementsAdditional Information Directors’ Report
100
The Directors present their report for
the year ended 31 March 2022.
The Strategic Report, the Governance Report and the
Annual Report on Remuneration, which form part of this
Integrated Annual Report include information that would
otherwise need to be included in this Directors’ Report.
Directors
Powers of the Board
The Board may exercise all powers conferred on it by the
Articles, which may only be amended by special resolution
of the shareholders at a general meeting. Copies of the
Articles are available on Ninety One’s website
www.ninetyone.com.
Ordinary resolutions were passed at the AGM on 4 August
2021 authorising the Board to allot shares and other
securities up to certain limits. Renewal of these authorities
will be sought at the AGM on 26 July 2022.
Directors’ guarantees
There are no guarantees provided by Ninety One plc or
Ninety One Limited for the benefit of the Directors.
Directors’ interests
Information on interests in Ninety One’s share capital at
31 March 2022 is included in the Directors’ Remuneration
Policy and Annual Report on Remuneration on page 92.
During the year, no Director had any interest in any
transaction which was unusual in its nature or conditions
or was significant to the business of Ninety One, and
which was effected by any Group company in the current
financial year or which remains in any respect outstanding
or unperformed.
The UK and South African Companies Acts require
Directors to disclose any direct or indirect material interest
they have in contracts, including proposed contracts,
which are of significance to the Group’s business. Directors
are required to make these disclosures at Board meetings,
and all disclosures made are recorded in the minutes of
those meetings.
Conflicts of interest
Statutory duties with respect to Directors’ conflicts of
interest exist under the UK and South African Companies
Acts. The Board has also adopted procedures, in line with
Ninety One’s Articles, to identify, authorise and manage
conflicts of interest. In circumstances where a potential
conflict arises, the Board may authorise, in accordance
with these Acts and the Articles, any matter which would or
might otherwise constitute or give rise to a breach of the
duty of a Director to avoid a situation in which they have, or
can have, a direct interest that conflicts, or possibly may
conflict, with the interest of the Group.
External directorships
Outside business interests of Directors are closely
monitored and we are satisfied that all of the Directors
have sufficient time to effectively discharge their duties.
Directors’ dealings
Directors’ dealings in the securities of Ninety One plc and
Ninety One Limited are subject to a policy based on the
Disclosure Guidance and Transparency Rules and the JSE
Listings Requirements. All Directors’ and Company
Secretaries’ dealings require the prior approval of the
compliance team and the Chairman. Ninety One has its
own internal dealing rules which apply to all staff and which
encompass the requirements of the UK Market Abuse
Regulations and the South African Financial Markets
Act 2012.
Directors’ indemnity and insurance
Ninety One’s Articles permit the provision of indemnities to
the Directors. Each of the Directors is entitled to rely on,
and has the benefit of, the indemnity against Directors’
liability set out in the Articles.
In addition, Ninety One maintains directors’ and officers’
liability insurance cover in respect of legal actions brought
against the Directors and officers. No amounts have been
paid under this insurance policy.
Related parties
Ninety One has processes and policies in place to govern
the review, approval and disclosure of related party
transactions entered into with Directors, management
and staff. The DLC Nominations and Directors’ Affairs
Committee updated the policy and reviewed key related
party transactions during the year, ensuring that the
appropriate policies had been complied with.
Ninety One Integrated Annual Report 2022 Index to principal Directors’ Report disclosures
Relevant information required to be disclosed in the Directors’ Report can be found in the following sections:
101
Information
Directors in office during the year
Indemnity provisions
Structure of share capital, restrictions on the transfer
of securities, voting rights and significant shareholders
Business model
Future developments
Stakeholder engagement
Employment practices
Section in Annual Report
Governance Report
Directors’ Report
Directors’ Report
Strategic Report
Strategic Report
Our Stakeholders section of the Strategic Report
Page
63
100
102 to 104
6 to 7
2 to 55
16 to 17
Our People and Culture section of the Strategic Report
18 to 22
Environmental, social and governance
Sustainability section of the Strategic Report
Greenhouse gas emissions
Sustainability section of the Strategic Report
26 to 40
37
Risk management in relation to financial instruments
Note 20 to the Consolidated Financial Statements
140 to 142
Directors’ contractual and share-based
remuneration arrangements
Directors’ Remuneration Policy and Annual Report
on Remuneration
Corporate governance statement
Governance Report
Dividend details
Post-balance sheet events
Forward-looking statements
Financial Review section of the Strategic Report
Note 28 to the Consolidated Financial Statements
Shareholder Information
Disclosure of information to auditor
Directors’ Report
81 to 99
56 to 107
46
154
168
105
Requirements of UK Listing Rule 9.8.4
Information to be included in the annual report and financial statements under UK Listing Rule 9.8.4, where applicable,
can be found as follows:
Section
Description
Location
(2)
(4)
(12)
(13)
Publication of unaudited financial
information
The results announcement on 18 May 2022 was not audited and
is available on Ninety One’s website.
Details of long-term incentive schemes
required by Listing Rule 9.4.3
Shareholder waivers of dividends
Annual Report on Remuneration pages 87 to 99.
The Trustee of the Ninety One Guernsey Employee Benefit Trust (“EBT”)
will waive dividends on any shares it holds in trust. This will not apply to
shares it holds as nominee.
Shareholder waivers of future dividends
The Trustee of the Ninety One Guernsey EBT will waive dividends on any
shares it holds in trust. This will not apply to shares it holds as nominee.
Strategic ReportGovernanceFinancial StatementsAdditional Information Directors’ Report
102
Share capital
Full details of Ninety One’s share capital can be found in
note 21 to the consolidated financial statements.
Issued share capital
The Ninety One plc shares are denominated in pound
sterling and trade on the LSE in pound sterling and on the
JSE in South African rand. The issued nominal share capital
of Ninety One plc is £92,271.41 comprising: (i) 622,624,622
Ninety One plc ordinary shares of £0.0001 each;
(ii) 300,089,454 Ninety One plc special converting shares
of £0.0001 each; (iii) one UK DAS of £0.0001; (iv) one UK
DAN share of £0.0001; (v) one Ninety One plc special
voting share of £0.0001; and (vi) one Ninety One plc
special rights share of £0.0001, all of which were fully
paid or credited as fully paid.
The Ninety One Limited shares are denominated, and trade
on the JSE, in South African rand. The issued share capital
of Ninety One Limited comprises: (i) 300,089,454 Ninety
One Limited ordinary shares; (ii) 622,624,622 Ninety One
Limited special converting shares; (iii) one SA DAS share;
(iv) one SA DAN share; (v) one Ninety One Limited special
voting share; and (vi) one Ninety One Limited special rights
share, all of which were issued at no par value.
Rights and obligations
The rights attaching to the Ninety One plc shares are
uniform in all respects and they form a single class for all
purposes, including with respect to voting and for all
dividends and other distributions declared, made or paid on
the ordinary share capital of Ninety One plc. Subject to the
provisions of the UK Companies Act 2006, any equity
securities issued by Ninety One plc for cash must first
be offered to the holders of Ninety One plc shares in
proportion to their holdings. The UK Companies Act 2006
and the UK Listing Rules allow for disapplication of
pre-emption rights which may be waived by a special
resolution of Ninety One plc, whether generally or
specifically, for a maximum period not exceeding five years.
The rights attaching to the Ninety One Limited shares are
uniform in all respects and they form a single class for all
purposes, including with respect to voting and for all
dividends and other distributions thereafter declared,
made, or paid on the ordinary share capital of Ninety One
Limited. Subject to the provisions of the JSE Listings
Requirements, any equity securities issued by Ninety One
Limited for cash must first be offered to the holders of
Ninety One Limited shares in proportion to their holdings.
The JSE Listings Requirements allow for disapplication of
pre-emption rights which may be waived by a special
resolution of Ninety One Limited, whether generally
or specifically, for a fixed period of time.
In respect of resolutions of each company which is
the issuer of such shares, on a show of hands, every
shareholder who is present in person shall have one
vote and, on a poll, every shareholder present in person
or by proxy shall have one vote per share held.
Under the terms of the DLC Agreements, any joint
electorate action will effectively be voted upon by the
holders of both Ninety One plc shares and Ninety One
Limited shares acting together as a single decision-making
body. Furthermore, under the terms of the DLC
Agreements, any class rights action would require the
prior approval of the ordinary shareholders in the other
companies voting separately and the approval of its own
ordinary shareholders voting separately. Joint electorate
actions and class rights actions are together expected to
cover the majority of the resolutions to be voted upon by
the shareholders.
The shares do not carry any rights to participate in a
distribution (including on a winding-up) other than those
that exist under the UK and South African Companies Acts.
The Ninety One plc shares will rank pari passu in all respects
and the Ninety One Limited shares will rank pari passu in
all respects.
Ninety One Integrated Annual Report 2022 Restrictions on transfer
The shares are freely transferable and there are no
restrictions on transfer. The Ninety One plc shares will have
full transferability between the LSE and the JSE as well as the
UK share register and South African branch share register.
Shares held in Ninety One employee benefit trusts
There are three employee benefit trusts which have been
established to facilitate the acquisition of shares in Ninety
One plc or Ninety One Limited under employee share plans
for the benefit of employees of the Group.
103
Authority to issue shares
The Directors require authority from shareholders in
relation to the issue of shares. Whenever shares that
constitute equity securities are issued, these must be
offered to existing shareholders pro rata to their holdings
unless the Directors have been given authority by
shareholders to issue shares without offering them
first to existing shareholders. Ninety One will seek authority
from its shareholders on an annual basis to issue shares up
to a maximum amount, of which a defined number may be
issued without pre-emption. Disapplication of statutory
pre-emption procedures is also sought for rights issues.
Relevant resolutions to authorise share capital issuances
will be put to shareholders at the 2022 AGM.
Authority to purchase own shares
The Board requires authority from shareholders in relation
to the purchase of Ninety One’s own shares. Ninety One
will seek authority by special resolution on an annual basis
for the buyback of its own shares in accordance with
applicable law, regulation and other related guidance.
A special resolution will be put to shareholders at the 2022
AGM. Full details of Ninety One’s purchases of own shares
are set out in note 21 to the consolidated financial
statements.
Beneficial owners of shares with “information rights”
Beneficial owners of shares who have been nominated by
the registered holder of those shares to receive information
rights under section 146 of the UK Companies Act 2006
are required to direct all communications to the registered
holder of their shares rather than to the company’s UK
registrar, Computershare Investor Services plc, or to
Ninety One directly.
The Ninety One South Africa Employee Benefit Trust (the
“SA EBT”) holds ordinary shares in Ninety One Limited for
the benefit of employees based in Africa, while the Ninety
One Guernsey Employee Benefit Trust (the “GSY EBT”)
holds ordinary shares in Ninety One plc for the benefit of
employees based outside of Africa. In addition, Ninety One
has established an HMRC-approved Share Incentive Plan
(“SIP”) for the benefit of employees in the UK. The SIP
shares are held in trust (“SIP Trust”).
Terra Nova Trustees (Pty) Ltd, Zedra Trust Company
(Guernsey) Limited and Yorkshire Building Society are the
respective Trustees for the SA EBT, GSY EBT and SIP Trust
(the “Trustees”). Where the Trustees have allocated shares
in respect of specific awards granted under Ninety One’s
share plans, the holders of such awards may recommend
to the Trustees as to how voting rights relating to such
shares should be exercised. In respect of shares for
which no participant recommendation is made, it is
recommended that the Trustees vote in favour of the
relevant resolutions. As at 31 March 2022 the SA EBT held
1.05% of the issued share capital of Ninety One Limited, the
GSY EBT held 2.18% of the issued share capital of Ninety
One plc, and the SIP Trust held 0.13% of the issued share
capital of Ninety One plc. Between 31 March 2022 and
10 June 2022 (being the last practicable date prior to the
finalisation of this report), the GSY EBT increased its
shareholding in Ninety One plc to 2.93%, the SIP Trust
increased its shareholding in Ninety One plc to 0.15% and
the SA EBT increased its shareholding in Ninety One
Limited to 1.29%.
Strategic ReportGovernanceFinancial StatementsAdditional Information 104
Directors’ Report
Shareholder analysis
Major shareholders
Ninety One Limited
Based on the Ninety One Limited share register as at
31 March 2022, the Directors are aware of the following
shareholders directly holding 5% or more of the issued
shares of Ninety One Limited:
Shareholder
Investec Investments
Forty Two Point Two
Allan Gray
Public Investment Corporation
M&G Investments
Coronation Fund Managers
Number
of shares
91,039,032
49,598,067
26,543,125
20,864,317
17,197,056
17,075,859
%
of shares
30.34
16.53
8.85
6.95
5.73
5.69
Ninety One plc
Based on the Ninety One plc share register as at
31 March 2022, the Directors are aware of the following
shareholders directly holding 3% or more of the issued
shares of Ninety One plc:
Shareholder
Forty Two Point Two
Investec plc
Allan Gray
M&G Investments
Public Investment Corporation
Number
of shares
166,447,688
139,639,486
37,549,800
33,201,425
27,922,535
%
of shares
26.73
22.43
6.03
5.33
4.48
On 30 May 2022, Investec Group concluded the
distribution of 15% of their shareholding to Investec’s
shareholders, as announced in November 2021. The tables
below show the holdings of major shareholders, as at
10 June 2022 (being the last practicable date prior to
the finalisation of this report), as notified and disclosed
to the Group.
Ninety One Limited
Shareholder
Forty Two Point Two
Public Investment Corporation
Allan Gray
M&G Investments
Number
of shares
49,598,067
42,647,250
38,181,799
30,158,990
%
of shares
16.53
14.21
12.72
10.05
Note: Following the Investec Group’s distribution, Investec Investments is no
longer a shareholder in Ninety One Limited.
Ninety One plc
Shareholder
Forty Two Point Two
Investec plc
M&G Investments
Allan Gray
Public Investment Corporation
Number
of shares
167,597,688
93,026,547
38,216,854
37,601,865
33,453,369
%
of shares
26.92
14.94
6.14
6.04
5.37
Public and non-public shareholding1
Ninety One Limited
Public
Non-public
Investec Investments2
Forty Two Point Two
Investec share schemes3
Ninety One share schemes
Directors4 and associates
Number of
Ninety One
Limited shares
150,071,422
150,018,032
91,039,032
49,598,067
5,913,354
3,141,215
326,364
%
of shares
50.01
49.99
30.34
16.53
1.97
1.05
0.11
Total
300,089,454
100.00
Ninety One plc
Public
Non-public
Investec plc2
Forty Two Point Two
Investec share schemes3
Ninety One share schemes
Directors4 and associates
Number of
Ninety One plc
shares
294,066,537
328,558,085
139,639,486
166,447,688
7,697,708
14,429,007
344,196
%
of shares
47.23
52.77
22.43
26.73
1.24
2.32
0.06
Total
622,624,622
100.00
1. As required by JSE Listings Requirements. Analysis at 31 March 2022.
2. At 31 March 2022, Investec Investments, Investec plc and Forty Two Point
Two, held 10% or more of both Ninety One plc and Ninety One Limited and
as such are regarded as a non-public shareholder under the JSE Listing
Requirements.
3. Certain directors and employees of Ninety One are beneficiaries of these
schemes and as such they are regarded as a non-public shareholder under
the JSE Listings Requirements.
4. Including any directors of major subsidiaries.
Political donations
Ninety One does not make political donations.
Going concern, longer-term prospects and
viability statement
As described in the statement of viability on page 48, the
Directors have assessed the viability of Ninety One over a
period that exceeds the 12 months required by the going
concern provision. The Board has also performed an
assessment of the principal and emerging risks facing
Ninety One. The details of this assessment can be found in
the Principal Risks section of the Strategic Report on pages
52 to 55.
Ninety One Integrated Annual Report 2022 105
The Board has concluded that it remained appropriate to
adopt the going concern basis of accounting in preparing
the consolidated financial statements as it believes
Ninety One will continue to be in business, with neither the
intention nor the necessity of liquidation, ceasing of trading
or seeking of protection from creditors pursuant to laws or
regulations for at least 12 months from the date of approval
of Ninety One’s financial statements.
Appointment of auditor
Resolutions to appoint KPMG LLP and KPMG Inc. (together
“KPMG”) as auditors of Ninety One plc and Ninety One
Limited respectively were passed at the AGM held on
4 August 2021. This is KPMG’s last year as external auditor
to Ninety One and resolutions to appoint PwC as Ninety
One’s new external auditor for the financial year 2023
will be proposed at the forthcoming AGM.
Note 4b to the consolidated financial statements and
page 74 set out the auditors’ fees both for audit and
non-audit work.
Disclosure of information to auditor
Having made the requisite enquiries, the Directors in office
on the date of this report and consolidated financial
statements have each confirmed that:
ɽ So far as they are aware, there is no relevant audit
information of which Ninety One’s auditors are
unaware; and
ɽ each Director has taken all the steps that they ought to
have taken as a Director in order to make themselves
aware of any relevant audit information and to establish
that Ninety One’s auditors are aware of that information.
2022 Annual General Meeting
All shareholders are invited to participate in the AGM which
will take place on 26 July 2022 and will have the opportunity
to put questions to the Board.
Details of all resolutions to be proposed at the 2022 AGM
will be set out in the Notice of AGM, which will be published
ahead of the meeting.
By order of the Board.
Paula Watts
Company Secretary Ninety One plc
Ninety One Africa Proprietary Limited
Company Secretary Ninety One Limited
Strategic ReportGovernanceFinancial StatementsAdditional Information Directors’ Responsibility Statement
106
Statement of Directors’ responsibilities in respect
of the Integrated Annual Report.
The Directors are responsible for the preparation and fair
presentation of the Integrated Annual Report and the
Group and the Ninety One plc (the “Parent Company”)
financial statements in accordance with applicable law
and regulations.
Company law requires the Directors to prepare Group and
Parent Company financial statements for each financial
year. Under these laws they are required to prepare the
Group financial statements in accordance with UK adopted
international accounting standards and International
Financial Reporting Standards (“IFRS”) as issued by the
International Accounting Standards Board. Under UK law,
the Directors have elected to prepare the Parent Company
financial statements in accordance with UK adopted
international accounting standards.
Under UK company law, the Directors must not approve the
financial statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Group and
Parent Company and of their profit or loss for that period.
In preparing each of the Group and Parent Company
financial statements, the Directors are required to:
ɽ Select suitable accounting policies and then apply
them consistently;
ɽ make judgements and estimates that are reasonable,
relevant and reliable;
ɽ state that the Group financial statements have been
prepared in accordance with international accounting
standards in conformity with the requirements of the UK
Companies Act 2006 and IFRS as issued by the
International Accounting Standards Board;
ɽ state that the Parent Company financial statements
have been prepared in accordance with UK-adopted
international accounting standards and as applied
in accordance with the provisions of the UK Companies
Act 2006;
ɽ assess the Group’s and Parent Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern; and
ɽ use the going concern basis of accounting, unless they
either intend to liquidate the Group or the Parent
Company or to cease operations or have no realistic
alternative but to do so.
The Directors are responsible for keeping an effective
system of risk management, and for maintaining adequate
accounting records that sufficiently show and explain the
Group’s and Parent Company’s transactions – as well as
disclose, with reasonable accuracy, at any time, the
financial position of the Group and Parent Company,
and enable them to ensure that its financial statements
comply with the UK Companies Act 2006 and the South
African Companies Act 2008. They are responsible for
such internal controls as they determine are necessary to
enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error,
and have general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the
Group, and prevent and detect fraud and other
irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’
Report, Directors’ Remuneration Report and Governance
Report that comply with that law and those regulations.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information
included on Ninety One’s website. Legislation in the UK
governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
In accordance with Disclosure Guidance and Transparency
Rule 4.1.14R, the financial statements will form part of the
annual financial report prepared using the single electronic
reporting format under the TD ESEF Regulation. The
auditor’s report on these financial statements provides
no assurance over the ESEF format.
Responsibility statement of the Directors
We confirm that to the best of our knowledge:
ɽ The financial statements, prepared in accordance with
the applicable set of accounting standards, present
fairly and give a true and fair view of the assets,
liabilities, financial position and profit or loss of the
Parent Company and the undertakings included in
the consolidation taken as a whole; and
ɽ the Directors’ Report and Strategic Report include a
fair review of the development and performance of the
business and the position of the Parent 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.
We consider the Integrated Annual Report, taken as a
whole, to be fair, balanced and understandable, and believe
it provides the information necessary for shareholders to
assess the Group’s position and performance, business
model and strategy.
Ninety One Integrated Annual Report 2022 Certificate by the Company Secretary
of Ninety One Limited
In terms of section 88(2)(e) of the South African
Companies Act 2008, we hereby certify that, to the best
of our knowledge and belief, Ninety One Limited has
lodged with the South African Companies and Intellectual
Property Commission, for the financial year ended
31 March 2022, all such returns and notices as are required
in terms of the Act and that all such returns and notices are
true, correct and up to date.
107
Ninety One Africa Proprietary Limited
Company Secretary Ninety One Limited
Approval of the annual financial statements
The annual financial statements, which comprise the DLC
Audit and Risk Committee Report on pages 70 to 74, the
Directors’ Report on pages 100 to 105, the Certificate
of the Company Secretary on page 107, and the
consolidated and Ninety One plc Parent Company
financial statements on pages 110 to 163, were approved
by the Board on 13 June 2022.
The Directors, whose names are stated below, hereby
confirm that:
ɽ The consolidated financial statements fairly present in
all material respects the financial position, financial
performance and cash flows of the issuer in terms
of IFRS;
ɽ no facts have been omitted or untrue statements made
that would make the consolidated financial statements
false or misleading;
ɽ internal financial controls have been put in place to
ensure that material information relating to the issuer
and its consolidated subsidiaries have been provided to
effectively prepare the consolidated financial
statements of the issuer; and
ɽ the internal financial controls are adequate and
effective and can be relied upon in compiling the
consolidated financial statements, having fulfilled our
role and function within the combined assurance model
pursuant to principle 15 of King IV in South Africa.
Where we are not satisfied, we have disclosed to the
DLC Audit and Risk Committee and the auditors the
deficiencies in design and operational effectiveness
of the internal financial controls and any fraud that
involves Directors and have taken the necessary
remedial action.
On behalf of the Board
Hendrik du Toit
Chief Executive Officer
Kim McFarland
Finance Director
Strategic ReportGovernanceFinancial StatementsAdditional Information
Financial Statements
108
110
Independent Auditor’s Reports
120 Consolidated Financial Statements
156 Annexure to the Consolidated Financial Statements
Ninety One plc Company Financial Statements
158
Preparation of Annual Financial Statements
These are the annual financial statements of Ninety One DLC
for the year ended 31 March 2022. They have been prepared
by management under the supervision of the Finance Director,
Kim McFarland CA(SA).
Investing for a world of change
Rhinos were completely wiped out in the Manas National Park area
in 2005. In time, initial efforts (under the Indian Rhino Vision 2020
initiative) to relocate one female rhino in 2007 started shifting the
needle, and this programme subsequently led to the grandchild of that
first rhino being born in 2017. Since then, Manas saw three generations
of greater one-horned rhinos roam this wilderness once more.
109
Strategic ReportGovernanceFinancial StatementsAdditional Information Independent Auditor’s Report
to the Members of Ninety One plc
Overview
Materiality:
Group financial
statements as a whole
Key audit matters
Recurring risks
£12.7m (2021: £8.6m)
5.0% (2021: 4.2%) of
Group profit before tax excluding gain
on disposal of subsidiaries
vs 2021
Group risk:
Revenue recognition
Parent Company risk:
recoverability of parent
Company’s investment
in subsidiary undertaking
2. Key audit matters: our assessment
of risks of material misstatement
Key audit matters are those matters that, in our professional
judgement, were of most significance in the audit of the
financial statements and include the most significant
assessed risks of material misstatement (whether or not
due to fraud) identified by us, including those which had
the greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and directing the
efforts of the engagement team.
We summarise below the key audit matters, in decreasing
order of audit significance, in arriving at our audit opinion
above, together with our key audit procedures to address
those matters and our findings from those procedures in
order that the Company’s members, as a body, may better
understand the process by which we arrived at our audit
opinion. These matters were addressed, and our findings
are based on procedures undertaken, in the context of,
and solely for the purpose of, our audit of the financial
statements as a whole, and in forming our opinion thereon,
and consequently are incidental to that opinion, and we do
not provide a separate opinion on these matters.
110
1. Our opinion is unmodified
We have audited the financial statements of Ninety One
plc (“the Group”) for the year ended 31 March 2022 which
comprise the Consolidated Statement of Comprehensive
Income, the Consolidated and Company Statements of
Financial Position, the Consolidated and Company
Statements of Changes in Equity, the Consolidated and
Company Statements of Cash Flows and the related notes,
including the accounting policies in note 1 to the Group
financial statements and notes to the Company financial
statements.
In our opinion:
ɽ the financial statements give a true and fair view of the
state of the Group’s and of the parent Company’s affairs
as at 31 March 2022 and of the Group’s profit for the
year then ended;
ɽ the Group financial statements have been properly
prepared in accordance with UK-adopted international
accounting standards;
ɽ the parent Company financial statements have been
properly prepared in accordance with UK-adopted
international accounting standards and as applied in
accordance with the provisions of the Companies Act
2006; and
ɽ the financial statements have been prepared in
accordance with the requirements of the Companies
Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities are described below. We believe that
the audit evidence we have obtained is a sufficient and
appropriate basis for our opinion. Our audit opinion is
consistent with our report to the DLC Audit and Risk
Committee.
We were first appointed as auditor by the directors when
Ninety One plc was set up as part of the demerger from
Investec plc and then re-appointed by shareholders
during an AGM held on 4 August 2021. The period of
total uninterrupted engagement is for the three financial
years ended 31 March 2022. We have fulfiled our ethical
responsibilities under, and we remain independent of
the Group in accordance with, UK ethical requirements
including the FRC Ethical Standard as applied to public
interest entities. No non-audit services prohibited by that
standard were provided.
Ninety One Integrated Annual Report 2022 111
The risk
Our response
Group risk:
Revenue recognition
Refer to page 128 (accounting
policy) and page 127 (financial
disclosures).
Data capture and calculation error
Revenue is the most significant item
in the Consolidated Statement of
Comprehensive Income and represents an
area that had the greatest effect on overall
group audit. Revenue largely comprises
of management fee income which results
from the business activities of the Group.
The two key components to management
fee calculations are fee rates to be
applied and the amount of assets under
management (“AUM”).
The following are identified as the key risks
for management fee income:
ɼ Risk in relation to fee rates: There is a
risk that fee rates have not been entered
appropriately into the fee calculation
and billing systems when new clients
are on boarded or agreements are
amended.
ɼ Risk in relation to AUM: There is a risk
that AUM data from the third-party
service providers and other in-house
systems is not complete or/and
accurate.
ɼ Risk in relation to calculation of
management fee income: There is
a risk that management fee income
is incorrectly calculated.
Parent Company risk:
recoverability of parent
Company’s investment
in subsidiary undertaking
(£915.3 million;
2021: £915.3 million)
Refer to page 161 (accounting
policy) and page 161 (financial
disclosures).
Low risk, high value
The carrying amount of the parent
Company’s investment in subsidiary
undertaking represents 99.2% (2021:
99.3%) of the parent Company’s total
assets. Its recoverability is not at a high
risk of significant misstatement or subject
to significant judgement. However, due
to its materiality in the context of the
parent Company financial statements,
this is considered to be the area that had
the greatest effect on our overall parent
Company audit.
Our procedures included:
Procedures in relation to fee rates:
ɼ Control design and operation: We tested the design
and operating effectiveness of controls over the
integrity of system data for fee rates and over new
and amended fee agreements.
ɼ Test of details: We agreed a selection of fee
rates used in the system calculation to the original
investment management agreements (“IMAs”), fee
letters or fund prospectuses outlining the latest
effective fee rates.
Procedures in relation to AUM:
ɼ Control design and operation: For institutional
management fees, we tested the design
and operating effectiveness of controls over the
production of AUM valuations used in calculating
management fees.
ɼ For retail management fees, we inspected the internal
controls reports prepared by the outsourced service
organisations (in particular State Street) to check
whether the key controls over the production of AUM
valuations used in calculated management fees were
designed and operating effectively.
General procedures:
ɼ Test of details: We independently recalculated 100%
of in scope management fee income and agreed the
recalculated fees to the general ledger records.
ɼ Assessing transparency: We considered the
adequacy of the disclosures made in respect of
revenue against the relevant accounting standards.
Our findings:
ɼ We found no errors in the Group’s calculation of its
Management fee income (2021: no errors).
We performed the tests below rather than seeking
to rely on any of the Group’s controls because the
nature of the balance is such that we would expect to
obtain audit evidence primarily through the detailed
procedures described.
Our procedures included:
ɼ Test of details: We compared the carrying amount
of the investment balance to audited net assets of the
subsidiary to identify whether its net assets, being an
approximation of its minimum recoverable amount,
were in excess of its carrying amount and inspected
that the subsidiary had historically been profit making.
Our findings
ɼ We found the parent Company’s conclusion that there
is no impairment of its investment in subsidiary
undertaking to be balanced (2021: balanced).
Strategic ReportGovernanceFinancial StatementsAdditional Information Independent Auditor’s Report to the Members of Ninety One Plc
Normalised Group PBT
£252.2m (2021: £204.1m)
Group materiality
£12.7m (2021: £8.6m)
Normalised Group PBT
Group materiality
£12.7m
Whole financial
statements materiality
(2021: £8.6m)
£9.5m
Whole financial
statements
performance materiality
(2021: £6.4m)
£10.2m
Range of materiality
at 2 components
(£8.9m – £10.2m)
(2021: £6.0m – £6.8m)
£0.63m
Misstatements reported
to the DLC Audit and
Risk Committee
(2021: £0.43m)
Group net revenue
Group profit before tax
100%
100%
Group total assets
Group total expenses
100%
100%
Full scope for group audit purposes 2022
112
3. Our application of materiality and an
overview of the scope of our audit
Materiality for the Group financial statements as a whole was
set at £12.7 million (2021: £8.6 million), determined with
reference to a benchmark of Group profit before tax
excluding gain on disposal of subsidiaries for the year ended
31 March 2022 (“Normalised Group PBT”), of which it
represents 5.0%. Materiality for the parent Company
financial statements as a whole was set at £0.92 million
(2021: £0.92 million) for Ninety One plc, determined with
reference to a benchmark of the parent Company’s total
assets as at 31 March 2022, of which it represents 0.1%
(2021: 0.1%).
Performance materiality for the Group and parent Company
was set at 75% (2021: 75%) of materiality for the financial
statements as a whole, which equates to £9.5 million
(2021: £6.4 million) for the Group and £0.69 million
(2021: £0.69 million) for the parent Company. We applied
this percentage in our determination of performance
materiality because we did not identify any factors
indicating an elevated level of risk.
We agreed to report to the DLC Audit and Risk Committee
any corrected or uncorrected identified misstatements
exceeding £0.63 million (2021: £0.43 million), in addition to
other identified misstatements that warranted reporting on
qualitative grounds.
In addition, we applied materiality of £53.9 million
(2021: £39.0 million) to the unit-linked assets and liabilities
balances in the consolidated financial position and related
notes, determined with reference to a benchmark of total
assets as at 31 March 2022, of which it represents 0.5%
(2021: 0.4%). This materiality was applied solely for our
work on matters for which a misstatement is likely only to
lead to a reclassification between line items within assets
and liabilities, in accordance with FRC Practice Note 20
The Audit of Insurers in the United Kingdom.
We agreed to report to the DLC Audit and Risk Committee
any corrected or uncorrected classification misstatements
in unit-linked assets and liabilities exceeding £2.3 million
(2021: £1.7 million).
All audit procedures are completed by the UK and South
African component teams. Of the Group’s two reporting
components, we subjected both to audits for Group
reporting purposes. These audits covered 100% of Group
net revenue; 100% of Group profit before tax; 100% of total
Group assets; and 100% of total Group expenses. All audit
procedures are completed by the Group audit team in the
UK and the South African component team. All audit
procedures were performed remotely including using
video and telephone conference meetings on account
of travel restrictions (2021: the same).
The audit of the parent company was performed by the
Group team in the UK.
The scope of the audit work performed was predominately
substantive as we placed limited reliance upon the Group’s
internal control over financial reporting.
Ninety One Integrated Annual Report 2022 4. The impact of climate change on our audit
In planning our audit, we have considered the potential
impacts of climate change on the Group’s business and
its financial statements.
We considered whether the going concern disclosure in
note 1 to the financial statements gives a full and accurate
description of the directors’ assessment of going concern.
We assessed the completeness of the going concern
disclosure.
113
Climate change impacts the Group in a variety of ways
including the impact of climate risk on the portfolios it
manages on behalf of investors, potential reputational risk
associated with the Group’s delivery of its climate related
initiatives, and greater emphasis on climate related
narrative and disclosure in the Integrated Annual Report.
As a part of our audit, we have made enquiries of
management to understand the extent of the potential
impact of climate change risk on the Group’s financial
statements and the Group’s preparedness for this. We have
performed a risk assessment of how the impact of climate
change may affect the financial statements and our audit.
On the basis of the risk assessment procedures performed
above and taking into account the short-term settlement
cycle of the assets on the Group’s balance sheet, we
concluded that there was no significant impact from
climate change on our key audit matters.
We have also read the disclosure of climate related
information in the front half of the Integrated Annual Report
as set out on pages 26 to 40 and considered consistency
with the financial statements and our audit knowledge.
We have not been engaged to provide assurance over
the accuracy of these disclosures.
5. Going concern
The directors have prepared the financial statements on the
going concern basis as they do not intend to liquidate the
Group or the parent Company or to cease its operations,
and as they have concluded that the Group’s and the parent
Company’s financial position means that this is realistic.
They have also concluded that there are no material
uncertainties that could have cast significant doubt over
its ability to continue as a going concern for at least a
year from the date of approval of the financial statements
(“the going concern period”).
We used our knowledge of the Group, its industry and
operating model, and the general economic environment
to identify the inherent risks to its business model and
analysed how those risks might affect the Group’s and the
parent Company’s financial resources or ability to continue
operations over the going concern period. The risk that we
considered most likely to adversely affect the Group’s and
parent Company’s available financial resources over this
period was the impact of significant adverse market
movements on AUM.
We considered whether reasonable, but plausible
downside assumptions over asset under management
levels could result in insufficient financial resources being
available to settle financial obligations as they fall due for a
period of at least 12 months from the date of the approval
of these financial statements.
Our conclusions based on this work:
ɽ we consider that the directors’ use of the going concern
basis of accounting in the preparation of the financial
statements is appropriate:
ɽ we have not identified, and concur with the directors’
assessment that there is not, a material uncertainty
related to events or conditions that, individually or
collectively, may cast significant doubt on the Group’s
or the parent Company’s ability to continue as a going
concern for the going concern period;
ɽ we have nothing material to add or draw attention to
in relation to the directors’ statement in note 1 to the
financial statements on the use of the going concern
basis of accounting with no material uncertainties that
may cast significant doubt over the Group’s and the
parent Company’s use of that basis for the going
concern period, and we found the going concern
disclosure in note 1 to be acceptable; and
ɽ the related statement under the Listing Rules set out
on page 104 is materially consistent with the financial
statements and our audit knowledge.
However, as we cannot predict all future events or
conditions and as subsequent events may result in
outcomes that are inconsistent with judgements that
were reasonable at the time they were made, the above
conclusions are not a guarantee that the Group or the
parent Company will continue in operation.
6. Fraud and breaches of laws and
regulations – ability to detect
Identifying and responding to risks of
material misstatement due to fraud
To identify risks of material misstatement due to fraud
(“fraud risks”) we assessed events or conditions that
could indicate an incentive or pressure to commit fraud
or provide an opportunity to commit fraud. Our risk
assessment procedures included:
ɽ Enquiring of directors, the DLC Audit and Risk
Committee, internal audit and legal counsel and
inspection of policy documentation as to the Group’s
high-level policies and procedures to prevent and
detect fraud, including the internal audit findings, and
the Group’s channel for “whistleblowing”, as well as
whether they have knowledge of any actual, suspected
or alleged fraud.
ɽ Reading Board and DLC Audit and Risk Committee
minutes.
ɽ Considering remuneration incentive schemes and
performance targets for management.
ɽ Using analytical procedures to identify any usual or
unexpected relationships.
Strategic ReportGovernanceFinancial StatementsAdditional Information Independent Auditor’s Report to the Members of Ninety One Plc
Firstly, the Group is subject to laws and regulations that
directly affect the financial statements including financial
reporting legislation (including related companies’
legislation), distributable profits legislation and taxation
legislation and we assessed the extent of compliance with
these laws and regulations as part of our procedures on
the related financial statement items.
Secondly, the Group is subject to many other laws and
regulations where the consequences of non-compliance
could have a material effect on amounts or disclosures in
the financial statements, for instance through the
imposition of fines or litigation or the loss of the Group’s
license to operate. We identified the following areas as
those most likely to have such an effect: the Disclosure
Guidance and Transparency Rules, specific areas of
regulatory capital and liquidity, conduct including Client
Assets, money laundering, market abuse regulations and
certain aspects of company legislation recognising the
financial and regulated nature of the Group’s activities and
its legal form.
Auditing standards limit the required audit procedures to
identify non-compliance with these laws and regulations
to enquiry of the directors and inspection of regulatory
and legal correspondence, if any. Therefore, if a breach
of operational regulations is not disclosed to us or evident
from relevant correspondence, an audit will not detect
that breach.
Context of the ability of the audit to detect fraud
or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an
unavoidable risk that we may not have detected some
material misstatements in the financial statements, even
though we have properly planned and performed our audit
in accordance with auditing standards. For example, the
further removed non-compliance with laws and regulations
is from the events and transactions reflected in the financial
statements, the less likely the inherently limited procedures
required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk
of non-detection of fraud, as these may involve collusion,
forgery, intentional omissions, misrepresentations, or the
override of internal controls. Our audit procedures are
designed to detect material misstatement. We are not
responsible for preventing non-compliance or fraud and
cannot be expected to detect non-compliance with all
laws and regulations.
114
We communicated identified fraud risks throughout the
audit team and remained alert to any indications of fraud
throughout the audit.
As required by auditing standards and taking into account
our overall knowledge of the control environment, we
perform procedures to address the risk of management
override of controls, in particular the risk that management
may be in a position to make inappropriate accounting
entries. On this audit we do not believe there is a fraud risk
related to revenue recognition because there is considered
to be a limited opportunity for fraudulent revenue to be
recorded given the high level of automation and the simple
nature of the Group’s revenue streams.
We did not identify any additional fraud risks.
In determining the audit procedures, we took into account
the results of our evaluation and testing of the operating
effectiveness of some of the Group-wide fraud risk
management controls.
We also performed procedures including:
ɽ Identifying journal entries and other adjustments to test
based on risk criteria and comparing the identified
entries to supporting documentation. These included
those posted by senior finance management, those
posted to unusual accounts, and those with description
containing key high-risk wording.
Identifying and responding to risks of material
misstatement due to non-compliance with laws
and regulations
We identified areas of laws and regulations that could
reasonably be expected to have a material effect on the
financial statements from our general commercial and
sector experience, and through discussion with the directors
(as required by auditing standards), and from inspection
of the Group’s regulatory and legal correspondence and
discussed with the directors the policies and procedures
regarding compliance with laws and regulations.
As the Group is regulated, our assessment of risks involved
gaining an understanding of the control environment
including the entity’s procedures for complying with
regulatory requirements, how they analyse identified
breaches and assessing whether there were any
implications of identified breaches on our audit.
We communicated identified laws and regulations
throughout our team and remained alert to any indications
of non-compliance throughout the audit. This included
communication from the Group audit team to component
audit teams of relevant laws and regulations identified at
the Group level, and a request for component auditors to
report to the Group team any instances of non-compliance
with laws and regulations that could give rise to a material
misstatement at the Group.
The potential effect of these laws and regulations on the
financial statements varies considerably.
Ninety One Integrated Annual Report 2022 115
We are also required to review the statement of viability, set
out on page 48 under the Listing Rules. Based on the above
procedures, we have concluded that the above disclosures
are materially consistent with the financial statements and
our audit knowledge.
Our work is limited to assessing these matters in the
context of only the knowledge acquired during our
financial statements audit. As we cannot predict all future
events or conditions and as subsequent events may result
in outcomes that are inconsistent with judgements that
were reasonable at the time they were made, the absence
of anything to report on these statements is not a guarantee
as to the Group’s and parent Company’s longer-term
viability.
Corporate governance disclosures
We are required to perform procedures to identify whether
there is a material inconsistency between the directors’
corporate governance disclosures and the financial
statements and our audit knowledge.
Based on those procedures, we have concluded that each
of the following is materially consistent with the financial
statements and our audit knowledge:
ɽ the directors’ statement that they consider that the
Integrated Annual Report and financial statements
taken as a whole is fair, balanced and understandable,
and provides the information necessary for shareholders
to assess the Group’s position and performance,
business model and strategy;
ɽ the section of the Integrated Annual Report describing
the work of the DLC Audit and Risk Committee,
including the significant issues that the DLC Audit and
Risk Committee considered in relation to the financial
statements, and how these issues were addressed; and
ɽ the section of the Integrated Annual Report that
describes the review of the effectiveness of the Group’s
risk management and internal control systems.
We are required to review the part of the Corporate
Governance Statement relating to the Group’s compliance
with the provisions of the UK Corporate Governance Code
specified by the Listing Rules for our review. We have
nothing to report in this respect.
7. We have nothing to report on the other
information in the Integrated Annual Report
The directors are responsible for the other information
presented in the Integrated Annual Report together with the
financial statements. Our opinion on the financial statements
does not cover the other information and, accordingly,
we do not express an audit opinion or, except as explicitly
stated below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and,
in doing so, consider whether, based on our financial
statements audit work, the information therein is materially
misstated or inconsistent with the financial statements or
our audit knowledge. Based solely on that work we have not
identified material misstatements in the other information.
Strategic Report and Directors’ Report
Based solely on our work on the other information:
ɽ we have not identified material misstatements in the
Strategic Report and the Directors’ Report;
ɽ in our opinion the information given in those reports
for the financial year is consistent with the financial
statements; and
ɽ in our opinion those reports have been prepared in
accordance with the Companies Act 2006.
Directors’ Remuneration Report
In our opinion the part of the Directors’ Remuneration
Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
Disclosures of emerging and principal risks and
longer-term viability
We are required to perform procedures to identify whether
there is a material inconsistency between the directors’
disclosures in respect of emerging and principal risks and
the viability statement, and the financial statements and
our audit knowledge.
Based on those procedures, we have nothing material to
add or draw attention to in relation to:
ɽ the directors’ confirmation on page 52 that they have
carried out a robust assessment of the emerging and
principal risks facing the Group, including those that
would threaten its business model, future performance,
solvency and liquidity;
ɽ the Principal Risks disclosures describing these risks
and how emerging risks are identified, and explaining
how they are being managed and mitigated; and
ɽ the directors’ explanation in the statement of viability
of how they have assessed the prospects of the Group,
over what period they have done so and why they
considered that period to be appropriate, and their
statement as to whether they have a reasonable
expectation that the Group will be able to continue in
operation and meet its liabilities as they fall due over
the period of their assessment, including any related
disclosures drawing attention to any necessary
qualifications or assumptions.
Strategic ReportGovernanceFinancial StatementsAdditional Information Independent Auditor’s Report to the Members of Ninety One Plc
10. The purpose of our audit work and to
whom we owe our responsibilities
This report is made solely to the Company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006 and the terms of our engagement by
the Company. 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 further matters we are required to state to them in
accordance with the terms agreed with the Company, 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.
Jatin Patel (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London E14 5GL
13 June 2022
116
8. We have nothing to report on the other
matters on which we are required to report
by exception
Under the Companies Act 2006, we are required to report
to you if, in our opinion:
ɽ adequate accounting records have not been kept by the
parent Company, or returns adequate for our audit have
not been received from branches not visited by us; or
ɽ the parent Company financial statements and the part
of the Directors’ Remuneration Report to be audited are
not in agreement with the accounting records and
returns; or
ɽ certain disclosures of directors’ remuneration specified
by law are not made; or
ɽ we have not received all the information and
explanations we require for our audit.
We have nothing to report in these respects.
9. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page
106, the directors are responsible for: the preparation of the
financial statements including being satisfied that they give
a true and fair view; such internal control as they determine
is necessary to enable the preparation of financial
statements that are free from material misstatement,
whether due to fraud or error; assessing the Group’s
and the parent Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going
concern; and using the going concern basis of accounting
unless they either intend to liquidate the Group or the
parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities
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 our opinion in an auditor’s report. Reasonable
assurance is a high level of assurance, but does not
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 aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial
statements.
A fuller description of our responsibilities is provided on the
FRC’s website at www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial
statements in an annual financial report prepared using the
single electronic reporting format specified in the TD ESEF
Regulation. This auditor’s report provides no assurance
over whether the annual financial report has been
prepared in accordance with that format.
Ninety One Integrated Annual Report 2022 Independent Auditor’s Report
to the Shareholders of Ninety One Limited
Report on the audit of the consolidated
financial statements
Opinion
We have audited the consolidated financial statements of
Ninety One Limited (the Group as defined in the notes to
the consolidated financial statements) set out on pages
120 to 157, which comprise the consolidated statement
of financial position as at 31 March 2022, and the
consolidated statement of comprehensive income, the
consolidated statement of changes in equity and the
consolidated statement of cash flows for the year then
ended, and notes to the consolidated financial statements,
including a summary of significant accounting policies, the
annexure to the consolidated financial statements and the
specified remuneration disclosures marked as audited
included in the Annual Report on Remuneration.
In our opinion, the consolidated financial statements present
fairly, in all material respects, the consolidated financial
position of Ninety One Limited as at 31 March 2022, and
its consolidated financial performance and consolidated
cash flows for the year then ended in accordance with
International Financial Reporting Standards and the
requirements of the Companies Act of South Africa.
117
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (“ISAs”). Our responsibilities under
those standards are further described in the Auditor’s
responsibilities for the audit of the consolidated financial
statements section of our report. We are independent of
the Group in accordance with the Independent Regulatory
Board for Auditors’ Code of Professional Conduct
for Registered Auditors (“IRBA Code”) and other
independence requirements applicable to performing
audits of financial statements in South Africa. We have
fulfilled our other ethical responsibilities in accordance
with the IRBA Code and in accordance with other ethical
requirements applicable to performing audits in South
Africa. The IRBA Code is consistent with the corresponding
sections of the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional
Accountants (including International Independence
Standards). We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
consolidated financial statements of the current period. These matters were addressed in the context of our audit of the
consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters.
Revenue recognition
Refer to note 2: Segmental reporting and note 3: Net revenue to the consolidated financial statements
Key audit matter
How the matter was addressed in our audit
Revenue is the most significant item in the consolidated statement
of comprehensive income. Revenue largely comprises of
management fees which results from the business activities
of the Group.
The two key components to management fee calculations are the
agreed percentages (“fee rates”) that are applied to the assets
under management (“AUM”).
The following are identified as the key risks for management fees:
ɼ There is a risk that fee rates have not been accurately entered
into the fee calculation and billing systems when new clients are
onboarded or agreements are amended.
ɼ There is a risk that AUM data from the third-party service
providers and other in-house systems is not complete or/and
accurate.
ɼ There is a risk that management fees are incorrectly calculated
given the volume of transactions throughout the year.
ɼ There is a risk that management fees are not disclosed in line
with the requirements of IFRS 15 Revenue from Contracts with
Customers (“IFRS 15”).
Due to the work effort required by the audit team, revenue
recognition related to management fees was determined to be a
key audit matter.
Our procedures included:
Procedures in relation to fee rates:
ɼ We tested the design and operating effectiveness of key controls
over the integrity of system data related to fee rates and over
new and amended fee agreements.
ɼ We agreed a selection of fee rates used in the system calculation
to the original investment management agreements (“IMAs”),
fee letters or fund prospectuses outlining the latest effective
fee rates.
Procedures in relation to AUM:
ɼ For institutional management fees, we tested the design and
operating effectiveness of key controls over the production of
AUM valuations used in calculating management fees.
ɼ For retail management fees, we inspected the internal controls
reports prepared by the outsourced service organisations to
understand if the key controls over the production of AUM
valuations used in calculating management fees were designed
and operating effectively.
General procedures:
ɼ We independently recalculated 100% of the management fees
balance and agreed the recalculated fees to the management
fees recognised in the general ledger.
ɼ We considered the adequacy of the disclosures made in respect
of revenue in accordance with IFRS 15.
Strategic ReportGovernanceFinancial StatementsAdditional Information Independent Auditor’s Report to the Shareholders of Ninety One Limited
118
Other information
The directors are responsible for the other information.
The other information comprises the information included
in the document titled “Ninety One Integrated Annual
Report 2022”, which includes the Directors’ Report, the
DLC Audit and Risk Committee Report and the Certificate
by the Company Secretary as required by the Companies
Act of South Africa, but excludes the specified remuneration
disclosures marked as audited included in the Annual Report
on Remuneration. The other information does not include
the consolidated financial statements and our auditor’s
report thereon.
Our opinion on the consolidated financial statements does
not cover the other information and we do not express an
audit opinion or any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial
statements, our responsibility is to read the other information
and, in doing so, consider whether the other information
is materially inconsistent with the consolidated financial
statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated. 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.
Responsibilities of the directors for the consolidated
financial statements
The directors are responsible for the preparation and fair
presentation of the consolidated financial statements
in accordance with International Financial Reporting
Standards and the requirements of the Companies Act of
South Africa, and for such internal control as the directors
determine is necessary to enable the preparation of
consolidated financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the consolidated 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.
Auditor’s responsibilities for the audit of the
consolidated financial statements
Our objectives are to obtain reasonable assurance about
whether the consolidated 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 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 consolidated financial statements.
As part of an audit in accordance with ISAs, we exercise
professional judgement and maintain professional
scepticism throughout the audit. We also:
ɽ Identify and assess the risks of material misstatement
of the consolidated financial statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of
internal control.
ɽ Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness
of the Group’s internal control.
ɽ Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by the directors.
ɽ Conclude on the appropriateness of the directors’ use
of the going concern basis of accounting and based
on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that
may cast significant doubt on the Group’s ability to
continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures
in the consolidated financial statements or, if such
disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report.
However, future events or conditions may cause the
Group to cease to continue as a going concern.
Ninety One Integrated Annual Report 2022 119
ɽ Evaluate the overall presentation, structure and content
of the consolidated financial statements, including the
disclosures, and whether the consolidated financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.
ɽ Obtain sufficient appropriate audit evidence regarding
the financial information of the entities or business
activities within the Group to express an opinion on the
consolidated financial statements. We are responsible
for the direction, supervision and performance of the
Group audit. We remain solely responsible for our
audit opinion.
We communicate with the directors regarding, among
other matters, the planned scope and timing of the audit
and significant audit findings, including any significant
deficiencies in internal control that we identify during
our audit.
We also provide the directors with a statement that we
have complied with relevant ethical requirements regarding
independence, and communicate with them all relationships
and other matters that may reasonably be thought to bear
on our independence, and where applicable, actions taken
to eliminate threats or safeguards applied.
From the matters communicated with the directors, we
determine those matters that were of most significance in
the audit of the consolidated financial statements of the
current period and are therefore the key audit matters. We
describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that
a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of
such communication.
Report on other legal and regulatory
requirements
In terms of the IRBA Rule published in Government Gazette
Number 39475 dated 4 December 2015, we report that
KPMG Inc. has been the auditor of Ninety One Limited for
three years.
Yours faithfully
KPMG Inc.
Per GS Kolbé
Chartered Accountant (SA)
Registered Auditor
Director
13 June 2022
Strategic ReportGovernanceFinancial StatementsAdditional Information Consolidated Statement of
Comprehensive Income
For the year ended 31 March 2022
120
Revenue
Commission expense
Net revenue
Operating expenses
Share of profit from associates
Net gain on investments and other income
Operating profit
Interest income
Interest expense
Profit before tax and exceptional items
Exceptional items
Gain on disposal of subsidiaries
Financial impact of group restructures
Profit before tax
Tax expense
Profit after tax
Other comprehensive income
Items that will not be reclassified to profit or loss:
Net remeasurements on pension fund obligation
Tax effect of items that will not be reclassified to profit or loss
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign subsidiaries
Exchange differences on translation of related assets and liabilities classified as held for sale
Exchange differences transferred to profit or loss
Other comprehensive income for the year
Notes
2
3
4
5
6
6
7(a)
7(b)
8
18
2022
£’m
795.1
(131.2)
663.9
(416.3)
0.4
4.3
252.3
3.9
(4.0)
252.2
14.9
—
267.1
(61.8)
205.3
0.5
1.3
9.1
—
0.3
11.2
2021
£’m
755.9
(130.8)
625.1
(425.0)
0.6
10.9
211.6
2.4
(3.9)
210.1
—
(6.0)
204.1
(49.5)
154.6
1.1
(0.1)
5.1
0.3
—
6.4
Total comprehensive income for the year
216.5
161.0
Profit attributable to:
Shareholders
Non-controlling interests
Profit for the year
Total comprehensive income attributable to:
Shareholders
Non-controlling interests
Total comprehensive income for the year
Earnings per share (pence)
Basic
Diluted
205.3
—
205.3
216.5
—
216.5
22.6
22.4
154.4
0.2
154.6
160.8
0.2
161.0
16.9
16.8
9(a)
9(a)
Ninety One Integrated Annual Report 2022 Consolidated Statement of
Financial Position
At 31 March 2022
Assets
Investments
Investment in associates
Property and equipment
Right-of-use assets
Deferred tax assets
Other receivables
Total non-current assets
Investments
Linked investments backing policyholder funds
Income tax recoverable
Trade and other receivables
Cash and cash equivalents
Assets classified as held for sale
Total current assets
Total assets
Liabilities
Other liabilities
Lease liabilities
Pension fund obligation
Deferred tax liabilities
Total non-current liabilities
Policyholder investment contract liabilities
Other liabilities
Lease liabilities
Trade and other payables
Income tax payable
Liabilities classified as held for sale
Total current liabilities
Equity
Share capital
Own share reserve
Other reserves
Retained earnings
Shareholders’ equity excluding non-controlling interests
Non-controlling interests
Total equity
Total equity and liabilities
121
Notes
11
12
13
14
11
15
16
17
13
18
14
15
17
13
19
21(a)
21(b)
21(c)
2022
£’m
9.2
0.9
26.6
83.1
28.1
3.3
151.2
61.9
10,785.9
10.4
266.1
406.6
11,530.9
—
11,530.9
2021
£’m
5.5
0.7
30.7
90.3
24.8
3.0
155.0
76.8
9,063.9
5.9
253.3
337.5
9,737.4
12.2
9,749.6
11,682.1
9,904.6
30.2
99.5
0.1
30.4
160.2
10,769.9
34.9
9.9
354.4
11.2
11,180.3
—
11,180.3
441.2
(35.7)
(317.3)
253.3
341.5
0.1
341.6
39.6
106.1
0.7
29.0
175.4
9,033.6
40.0
4.3
381.6
8.8
9,468.3
7.6
9,475.9
441.2
(19.5)
(338.4)
169.9
253.2
0.1
253.3
11,682.1
9,904.6
The consolidated financial statements were approved by the Board on 13 June 2022 and signed on its behalf by:
Hendrik du Toit
Chief Executive Officer
Kim McFarland
Finance Director
Strategic ReportGovernanceFinancial StatementsAdditional Information
Consolidated Statement of
Changes in Equity
For the year ended 31 March 2022
122
At 1 April 2021
Profit for the year
Other comprehensive income
Total comprehensive income
Share
capital
Own share
reserve
Total other
reserves
Retained
earnings
Total
shareholders’
equity
Non-
controlling
interests
Total equity
Notes
£’m
441.2
£’m
£’m
(19.5)
(338.4)
441.2
(35.7)
(317.3)
253.3
341.5
441.2
(9.9)
(351.6)
71.0
—
—
—
—
—
—
—
—
—
—
—
—
(16.7)
0.5
—
(16.2)
—
9.4
9.4
12.1
—
(0.4)
—
11.7
—
—
—
—
—
—
—
—
—
—
—
—
(9.6)
—
—
(9.6)
—
5.4
5.4
7.8
—
—
—
7.8
£’m
169.9
205.3
1.8
207.1
£’m
253.2
205.3
11.2
216.5
—
—
—
(123.7)
(123.7)
12.1
(16.7)
0.1
(123.7)
(128.2)
150.7
154.4
6.4
160.8
7.8
(9.6)
(1.2)
(53.9)
(56.9)
(1.4)
253.2
154.4
1.0
155.4
—
—
(1.2)
(53.9)
(55.1)
(1.4)
169.9
£’m
0.1
—
—
—
—
—
—
—
—
0.1
0.4
0.2
—
0.2
—
—
(0.1)
(0.1)
(0.2)
(0.3)
0.1
£’m
253.3
205.3
11.2
216.5
12.1
(16.7)
0.1
(123.7)
(128.2)
341.6
151.1
154.6
6.4
161.0
7.8
(9.6)
(1.3)
(54.0)
(57.1)
(1.7)
253.3
Transactions with shareholders
Share-based payment
amortisations related to Ninety One
share scheme
Own shares purchased
Vesting and release of share awards
Dividends paid
Total transactions with shareholders
21(c)(iv)
21(b)
21(b),(c)
10
At 31 March 2022
At 1 April 2020
Profit for the year
Other comprehensive income
Total comprehensive income
Transactions with shareholders
Share-based payment
amortisations related to Ninety One
share scheme
Own shares purchased
Repurchase of non-controlling
interests
Dividends paid
Total transactions with shareholders
21(c)(iv)
21(b)
10
Other movement
At 31 March 2021
—
441.2
—
(19.5)
—
(338.4)
Ninety One Integrated Annual Report 2022 Consolidated Statement of Cash Flows
For the year ended 31 March 2022
Cash flows from operations – shareholders
Cash flows from operations – policyholders
Cash flows from operations
Interest received
Interest paid in respect of lease liabilities
Other interest paid
Contributions to pension fund obligation
Income tax paid
Net cash flows from operating activities
Cash flows from investing activities
Net disposal of investments
Disposal of subsidiaries, net of cash disposed
Distributions received from associates
Additions to property and equipment
Net acquisition of linked investments backing policyholder funds
Net cash flows from investing activities
Cash flows from financing activities
Principal elements of lease payments
Payment for acquisition of subsidiary’s interests in non-controlling interests
Purchase of own shares
Dividends paid
Net cash flows from financing activities
Cash and cash equivalents at 1 April
Net change in cash and cash equivalents
Effect of foreign exchange rate changes
Cash and cash equivalents at 31 March
123
Notes
23(a)
6
23(b)
6
12
15
23(b)
21(b)
2022
£’m
241.5
481.0
722.5
3.9
(1.7)
(0.2)
(0.2)
(69.7)
654.6
12.9
17.7
0.7
(1.4)
(423.0)
(393.1)
(5.3)
—
(16.7)
(123.7)
(145.7)
447.0
115.8
7.5
570.3
2021
£’m
268.6
238.7
507.3
2.4
(1.2)
(0.2)
—
(48.9)
459.4
8.6
—
—
(19.4)
(397.9)
(408.7)
(4.0)
(1.3)
(9.6)
(54.0)
(68.9)
436.6
(18.2)
28.6
447.0
Cash and cash equivalents at 31 March consist of:
Cash and cash equivalents available for use by the Group
Cash and cash equivalents presented within other assets
Cash and cash equivalents presented within linked investments backing policyholder funds
Cash and cash equivalents presented within assets classified as held for sale
Cash and cash equivalents at 31 March
16
15
406.6
337.5
163.7
—
570.3
106.0
3.5
447.0
Strategic ReportGovernanceFinancial StatementsAdditional Information Notes to the Consolidated
Financial Statements
For the year ended 31 March 2022
124
Introduction
Ninety One operates as a dual-listed company (“DLC”) under a DLC structure. The DLC structure comprises Ninety One plc,
a public company incorporated in England and Wales under the UK Companies Act 2006 and Ninety One Limited, a public
company incorporated in South Africa under the Companies Act of South Africa. Under the DLC structure, Ninety One plc
and Ninety One Limited, together with their direct and indirect subsidiaries, effectively form a single economic enterprise
(the “Group”) in which the economic and voting rights of ordinary shareholders of the companies are maintained in
equilibrium relative to each other. The Group is listed on the London and Johannesburg Stock Exchanges.
1. Basis of preparation and presentation of the consolidated
financial statements
1(a) Basis of preparation
The Group’s financial statements are prepared in accordance with UK-adopted international accounting standards and with
International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”) (collectively
“IFRS”), since the latter is identical in all material respects. They are also prepared in accordance with the interpretations
adopted by the IASB, the South African Institute of Chartered Accountants’ Financial Reporting Guides and Financial
Reporting Pronouncements as issued by the Financial Reporting Standards Council, and the requirements of the
Companies Act 2006 in the UK and the Companies Act of South Africa.
The consolidated financial statements of the Group comprise the consolidated statement of financial position at 31 March
2022, the consolidated statement of comprehensive income, consolidated statement of changes in equity, and
consolidated statement of cash flows for the year ended 31 March 2022 and the notes thereto. The accounting policies
have been applied consistently throughout the periods presented in the consolidated financial statements.
The presentation of profit or loss and other comprehensive income has been changed in the current period to combine a
separate income statement and statement of other comprehensive income into a single statement of comprehensive
income. Some insignificant items in the prior year’s consolidated income statement and consolidated statement of
comprehensive income are aggregated into one item in the current year:
i) Net gain on investments, foreign exchange gain/loss and other income are combined and labelled as net gain on
investments and other income; and
ii) Deferred tax on revaluation of pension fund obligation and deferred tax on share options vested are combined and
labelled as tax effect of items that will not be reclassified to profit or loss.
Comparative amounts are therefore re-presented to reflect these changes. The purpose of these changes is to improve the
readability of the consolidated financial statements.
The consolidated financial statements have been prepared on the historical cost basis with the exception of linked
investments backing policyholder funds, policyholder investment contract liabilities, investments, other liabilities and the
pension fund obligation which are measured at fair value through profit or loss. The presentation currency of the Group is
Pound Sterling (“£”), being the functional currency of Ninety One plc. The functional currency of Ninety One Limited is South
African Rand. All values are rounded to the nearest million (“£m”), unless otherwise indicated.
Foreign operations are subsidiaries and interests in associated undertakings of the Group, the activities of which are based
in a functional currency other than that of the reporting entity. The functional currency of an entity is determined based on
the primary economic environment in which the entity operates. Foreign currency transactions are translated into the
functional currency of the entity in which the transactions arise, based on rates of exchange ruling at the date of the
transactions.
The separate financial statements of Ninety One plc are included in the Group’s financial statements in accordance with
the requirement of UK Listing Rules. The separate financial statements of Ninety One plc are prepared in accordance with
the Group’s accounting policies, other than for investments in subsidiary undertakings, which are stated at cost less
impairments in accordance with IAS 27 Separate Financial Statements. The separate financial statements of Ninety One
Limited are published on the Group’s website as a separate document.
Going concern
The Board of Directors has considered the resilience of the Group, taking into account its current financial position and the
principal and emerging risks facing the business, including the impacts of the events and market conditions arising from the
war in Ukraine have had on the Group’s financial performance. The Board of Directors has performed a going concern
assessment by applying various stressed scenarios, including plausible downside assumptions, about the impact on assets
Ninety One Integrated Annual Report 2022 under management, profitability of the Group and known commitments. All scenarios show that the Group would maintain
sufficient resources to enable it to continue operating profitably for a period of at least 12 months from the date of approval
of the consolidated financial statements. The consolidated financial statements have therefore been prepared on a going
concern basis.
125
1(b) Basis of consolidation
Ninety One plc and Ninety One Limited operate under a DLC structure as a result of legally binding agreements. The effect
of the DLC structure is that Ninety One plc and Ninety One Limited and their direct and indirect subsidiaries and associates
operate together as a single economic entity, with neither assuming a dominant role. Accordingly, they are reported as a
single reporting entity under IFRS. IFRS does not specifically provide guidance on how to account for such structures
and therefore judgement is required in applying the consolidation principles set out in IFRS 10 Consolidated Financial
Statements. The Board of Directors of Ninety One plc and Ninety One Limited, having assessed the legal agreements
referred to above and the requirements of IFRS 10, have concluded that the Group’s consolidated financial statements
represent the consolidation of the assets, liabilities and the results of Ninety One plc and Ninety One Limited and their direct
and indirect subsidiaries and associates.
Subsidiaries are those entities controlled by the Group. The Group controls an entity if the Group has all of the following:
ɽ Power over the investee;
ɽ exposure or rights to variable returns from its involvement with the investee; and
ɽ the ability to use its power over the investee to affect its returns.
Subsidiaries are consolidated from the date the Group obtains control and are excluded from consolidation from the date
which the Group loses control.
The Group also uses judgement to determine whether its interests in investment funds and trusts constitute controlling
interests. The Group has interests in funds through its role as fund manager and through its proprietary investments in funds.
In conducting the assessment, the Group considers substantive contractual rights as well as de facto control. De facto
control of an entity may arise from circumstances where the Group does not have more than 50% of the voting power,
but has the practical ability to direct the relevant activities of the entity. If the Group has the ability to direct the relevant
activities of the entity and is also exposed to variable returns of the entity, they are consolidated after considering the
magnitude of, and variability associated with, the Group’s economic interest relative to the returns expected from the
activities of the entity. Economic interest includes management fees and performance fees received from the entity,
rights to profits or distributions, as well as the obligation to absorb losses of the entity.
On consolidation, the results and financial position of foreign operations are translated into the presentation currency of the
Group, as follows:
ɽ Assets and liabilities are translated at the closing rate at the reporting date within the consolidated statement of financial
position;
ɽ income and expense items are translated at exchange rates ruling at the date of the transactions;
ɽ all resulting exchange differences are recognised in other comprehensive income (foreign currency translation reserve),
which is recognised in profit or loss within the consolidated statement of comprehensive income on disposal of the
foreign operation; and
ɽ cash flow items are translated at the exchange rates ruling at the date of the transactions.
Intercompany transactions and balances are eliminated on consolidation. The share capital of the Group is an aggregation
of the share capitals of Ninety One plc and Ninety One Limited.
Merger accounting for common control combinations
Merger accounting is used by the Group for common control transactions, which are transactions between entities that are
ultimately controlled by the same party or parties. This method treats the merged entities as if they had been merged
throughout the current and comparative accounting periods.
The net assets of the combined entities or businesses represent the existing book values from the controlling parties’
perspective. No amount is recognised in consideration for goodwill or excess of the acquirers’ interest in the net fair value
of acquiree’s identifiable assets, liabilities and contingent liabilities over cost at the time of the common control combination,
to the extent of the continuation of the controlling parties’ interest. The excess of the acquiree’s share capital and share
premium over the cost of investment is represented as a reserve in equity in the consolidated statement of financial position.
Strategic ReportGovernanceFinancial StatementsAdditional Information Notes to the Consolidated Financial Statements
126
Transaction costs, including professional fees, registration fees, costs of furnishing information to shareholders, costs or
losses incurred in combining operations of the previously separate businesses, etc., incurred in relation to the common
control combination that are to be accounted for by using merger accounting, are recognised as expenses in the year in
which they are incurred.
Non-controlling interests
Non-controlling interests represent the equity in a subsidiary not attributable directly or indirectly to the Group, and in
respect of which the Group has not agreed any additional terms with the holders of those interests which would result in the
Group as a whole having a contractual obligation in respect of those interests that meets the definition of a financial liability.
The Group can elect to measure any non-controlling interests, either at fair value or at the non-controlling interests’
proportionate share of the subsidiary’s net identifiable assets, at initial recognition. Thereafter, non-controlling interests are
measured using the proportionate share method. Non-controlling interests are presented in the consolidated statement of
financial position within equity, separately from equity attributable to the equity shareholders of the Group. Non-controlling
interests in the results of the Group are presented on the face of the consolidated statement of comprehensive income as
an allocation of the total profit or loss and total comprehensive income for the year between non-controlling interests and
the shareholders of the Group. Changes in the Group’s interests in a subsidiary that do not result in a loss of control are
accounted for as equity transactions, whereby adjustments are made to the amounts of controlling and non-controlling
interests within the consolidated statement of changes in equity to reflect the change in relative interests, but no
adjustments are made to goodwill and no gain or loss is recognised.
Associates
Associates are all entities over which the Group has significant influence but not control or joint control, through
participation in the financial and operating policy decisions. Investments in associates are accounted for using the equity
method of accounting. Under the equity method of accounting, investments are initially recognised at cost and thereafter
the Group recognises its share of the investee’s post-acquisition profits or losses in its consolidated statement of
comprehensive income. Dividends received or receivable from the investee are recognised as a reduction in the
carrying amount of the investment. The carrying amount of associates is tested for impairment in accordance with
the policy described in “Impairment of non-financial assets” in note 20.
1(c) Accounting judgements and estimates
The preparation of the consolidated financial statements requires management to make judgements, estimates and
assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The
estimates and underlying assumptions are based on historical experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of
assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. These
estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future
periods if the revision affects both current and future periods.
The Group has not identified any significant judgements and estimates at the end of the reporting period. However, the key
areas that include judgement and/or estimates are set out in the following notes:
ɽ Note 1(b) Basis of consolidation;
ɽ Note 7 Exceptional items;
ɽ Note 13 Leases;
ɽ Note 18 Pension scheme; and
ɽ Note 27(f) Fair value measurements.
Management do not expect changes in assumptions to lead to a material adjustment in future periods.
Ninety One Integrated Annual Report 2022 1(d) Forthcoming standards applicable to the Group
There are new or revised accounting standards and interpretations in issue that are not yet effective. These include the
following amendments that are applicable to the Group:
127
ɽ Amendments to IAS 1 Presentation of financial statements “Classification of liabilities as current or non-current” clarify
the requirements on determining if a liability is current or non-current, in particular, the determination over whether an
entity has the right to defer settlement of the liability for at least 12 months after the reporting period. The amendments
are effective for annual periods beginning on or after 1 January 2023.
ɽ Amendments to IAS 1 Presentation of Financial Statements “Disclosure of Accounting Policies” requires an entity to
disclose its material accounting policy information instead of its significant accounting policies. The amendments are
effective for annual periods beginning on or after 1 January 2023.
ɽ Amendments to IAS 12 Income Taxes limit the scope of the initial recognition exemption so that it does not apply to
transactions that give rise to equal and offsetting temporary differences. As a result, companies will need to recognise
a deferred tax asset and a deferred tax liability for temporary differences arising on initial recognition of a lease. The
amendments are effective for annual periods beginning on or after 1 January 2023.
The Group is in the process of assessing what the impact of these amendments is expected to be in the period of initial
application. So far, the Group has concluded that the adoption of these amendments is unlikely to have a significant impact
on the consolidated financial statements.
2. Segmental reporting
As an integrated global investment manager, the Group operates a single-segment investment management business.
All financial, business and strategic decisions are made centrally by the chief operating decision maker (the “CODM”) of
the Group. The CODM is the Chief Executive Officer of the Group from time to time. Reporting provided to the CODM is
on an aggregated basis which is used for evaluating the Group’s performance and the allocation of resources. The CODM
monitors operating profit for the purpose of making decisions about resource allocation and performance assessment.
Revenue is generated from a diversified customer base and the Group has no single customer that it relies on. Revenue is
disaggregated by the geographic location of contractual entities, as this best depicts how the nature, amount, timing and
uncertainty of the Group’s revenue and cash flows are affected by economic factors. Non-current assets other than
financial instruments and deferred tax assets are allocated based on where the assets are physically located.
The comparative amounts in the following tables have been re-presented to move revenue and non-current assets in
jurisdictions other than United Kingdom and South Africa into rest of the world. This change is to improve readability of
this note.
Revenue from external clients
United Kingdom
South Africa
Rest of the world
2022
£’m
554.4
167.5
73.2
795.1
2021
£’m
530.0
168.4
57.5
755.9
Performance fees included in total revenue above
31.1
45.4
Non-current assets
United Kingdom
South Africa
Rest of the world
2022
£’m
80.8
5.9
23.9
110.6
2021
£’m
89.0
6.8
25.9
121.7
Strategic ReportGovernanceFinancial StatementsAdditional Information Notes to the Consolidated Financial Statements
128
3. Net revenue
Revenue
The Group recognises revenue when or as it satisfies a performance obligation by transferring promised services to
customers in an amount to which the Group expects to be entitled in exchange for those services. The Group includes
variable consideration in revenue when it is no longer highly probable of significant reversal. Generally, the Group is deemed
to be the principal in the contracts because the Group controls the promised services before they are transferred to
customers, and accordingly, presents the revenue gross of related costs. The key revenue components of the Group are
accounted as follows:
i) Management fees are recognised as the services are performed over time and are primarily based on agreed percentages
of the net asset values of investment funds and segregated mandates.
ii) Performance fees are recognised over time however represent variable consideration and are only recognised when the
Group is unconditionally entitled to the revenue and no contingency with respect to future performance exists which is
on the crystallisation date. Performance fees are calculated on a percentage of the appreciation in the net asset value of
investment funds and segregated mandates above a defined hurdle, taking into consideration the relevant basis of
calculation for investment funds and segregated mandates, and when it is highly probable that they will not be subject to
significant reversal.
Management fees and performance fees are both forms of variable consideration. However, there is no significant
judgement or estimation involved as the transaction price is equal to the amount determined at the end of each
measurement period or on the crystallisation date, and is equal to the amount billed to customers as per contractual
agreements. The performance obligation for both management fees and performance fees is the provision of investment
management services. Fees received from customers are generally not subject to returns or refunds.
All components of the Group’s revenue are revenue from contracts within the scope of IFRS 15 Revenue from Contracts
with Customers. The Group uses the output method to recognise revenue, applying the practical expedient that allows an
entity to recognise revenue in the amount to which the entity has a right to invoice if that consideration corresponds directly
with the value to customers of the entity’s performance completed to date. The output method is considered appropriate as
the performance obligations are generally satisfied over time when the Group provides services.
Commission expense
Commissions and similar expenses payable to intermediaries are generally based on agreed percentages of the net asset
values of the investment funds and segregated mandates and recognised as expenses when services are provided.
4. Operating expenses
Staff expenses represent the largest portion of operating expenses. The largest component of other administrative
expenses is client and retail fund administration. Operating expenses are recognised as the services are received.
Staff expenses
Deferred employee benefit gains
Depreciation of right-of-use assets
Depreciation of property and equipment
Auditors’ remuneration
Other administrative expenses
Notes
4(a)
23(a)
12
4(b)
2022
£’m
276.4
3.3
9.7
5.3
1.8
119.8
416.3
2021
£’m
284.4
15.3
11.5
5.1
1.8
106.9
425.0
Ninety One Integrated Annual Report 2022 4(a) Staff expenses
Salaries, wages and other related expenses for 2022 were impacted by share scheme allocations, resulting in an expense
reduction of £18.1 million, as described on page 43.
129
Salaries, wages and other related expenses
Share-based payment expenses related to Investec share plans
Share-based payment expenses related to the Ninety One share scheme
Social security costs
Pension costs for defined contribution scheme
2022
£’m
235.4
0.6
12.1
19.0
9.3
276.4
(i) Average number of employees
The monthly average number of employees, including the Directors, employed by the Group during the year ended
31 March 2022 by activity is:
Investments
Client group and marketing
Operations and central services
4(b) Auditors’ remuneration
Fees payable to the auditors and their associates for the audit of the Group’s consolidated financial
statements
Fees payable to the auditors and their associates for audit and other services:
Audit of the subsidiaries
Audit-related assurance services
Other assurance services
2022
263
277
642
1,182
2022
£’m
0.5
0.6
0.5
0.2
1.8
2021
£’m
249.0
1.0
7.8
16.9
9.7
284.4
2021
255
269
644
1,168
2021
£’m
0.4
0.7
0.2
0.5
1.8
5. Net gain on investments and other income
Net gain on investments relates to the changes in market value of the Group’s investments which are measured at fair value
through profit or loss and realised gain/loss on disposal of investments. Other income principally relates to subletting income.
Net gain on investments
Foreign exchange gain/(loss)
Other income
Notes
23(a)
2022
£’m
1.2
1.2
1.9
4.3
2021
£’m
15.6
(6.3)
1.6
10.9
Strategic ReportGovernanceFinancial StatementsAdditional Information Notes to the Consolidated Financial Statements
130
6. Interest income/expense
Interest income principally generated from bank deposits and money market funds which are measured at amortised cost.
Interest income is recognised on an accrual basis using the effective interest method in accordance with the requirements
of IFRS 9 Financial instruments. Interest expense on lease liabilities relates to the unwinding of the discount applied to lease
liabilities in accordance with the requirements of IFRS 16 Leases.
Interest income
Interest expense on lease liabilities
Other interest expense
Interest expense
Net interest expense
Notes
23(b)
2022
£’m
3.9
(3.8)
(0.2)
(4.0)
(0.1)
2021
£’m
2.4
(3.7)
(0.2)
(3.9)
(1.5)
7. Exceptional items
Exceptional items are defined as significant items of income or expense arising from events or transactions that are not
expected to recur frequently or regularly. Such items have been separately presented to enable a better understanding of
the Group’s operating performance. This presentation involves judgement to identify the items that fulfil the definition as
described above.
7(a) Gain on disposal of subsidiaries
On 30 April 2021, the Group completed the sale of Silica for a total cash consideration (net of direct expenditures) of
R388.3 million (equivalent to £19.5 million). The carrying value of net identifiable assets disposed amounted to £4.6 million,
resulting in a pre-tax gain on disposal of £14.9 million recognised within exceptional items in the consolidated statement of
comprehensive income for the year ended 31 March 2022. Prior to the completion of sale, assets and liabilities of Silica were
classified as held for sale.
7(b) Financial impact of group restructures
Costs incurred in separating from Investec, during 2021, of £6.0 million mainly relate to the demerger expenses including
rebranding expenses.
8. Tax expense
The Group’s tax expense comprises both current and deferred tax expense.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted
at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided using the statement of financial position method, providing for temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount
of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date. A deferred tax asset is
recognised to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.
Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Deferred tax assets are offset against deferred tax liabilities if they relate to income taxes levied by the same taxation
authority on the same taxable entity.
Ninety One Integrated Annual Report 2022 Income taxes of the Group were determined based on the assumption that the individual entities were separate taxable
entities. Therefore, the current and deferred income taxes of all subsidiaries of the Group are calculated separately and the
recoverability of the deferred tax assets is also assessed accordingly.
131
Current tax – current year
Current tax – adjustment for prior years
Current tax expense
Deferred tax – current year
Deferred tax – adjustment for prior years
Deferred tax – change in corporate tax rates
Deferred tax (credit)/expense
2022
£’m
62.5
0.3
62.8
1.0
0.2
(2.2)
(1.0)
61.8
The UK corporate tax rate for 2022 was 19% (2021: 19%). The tax charge in the year is higher than the standard rate of
corporate tax in the UK and the differences are explained below:
Effective rate of taxation
Tax effect of non-deductible expenses
Effect on deferred tax balances resulting from changes in tax rates
Adjustment to tax charge in respect of prior year
Tax effect of utilisation of tax losses
Tax on gain on disposal of subsidiaries
Effect of different tax rates applicable in foreign jurisdictions
United Kingdom standard tax rate
2022
%
23.1
(0.2)
0.7
—
—
(0.5)
(4.1)
19.0
2021
£’m
49.6
(0.5)
49.1
(0.1)
0.5
—
0.4
49.5
2021
%
24.3
(0.4)
—
(0.8)
0.1
—
(4.2)
19.0
9. Earnings per share
The Group calculates earnings per share (“EPS”) on a number of different bases in accordance with IFRS and prevailing
South African requirements.
9(a) Basic and diluted earnings per share
The calculations of basic and diluted EPS are based on IAS 33 Earnings Per Share.
Basic EPS is calculated by dividing profit attributable to shareholders by the weighted average number of ordinary shares
outstanding during the year, excluding own shares held by the Ninety One Employee Benefit Trusts (“EBTs”).
Diluted EPS is calculated by dividing profit attributable to shareholders by the weighted average number of ordinary shares
outstanding during the year, plus the weighted average number of ordinary shares that would be issued on the conversion
of all the potentially dilutive shares into ordinary shares.
Profit attributable to shareholders
2022
£’m
205.3
2021
£’m
154.4
Strategic ReportGovernanceFinancial StatementsAdditional Information Notes to the Consolidated Financial Statements
132
The calculation of the weighted average number of ordinary shares for the purpose of calculating basic and diluted earnings
per share is:
Weighted average number of ordinary shares for the purpose of calculating basic EPS
Effect of dilutive potential shares – share awards
Weighted average number of ordinary shares for the purpose of calculating diluted EPS
Basic EPS (pence)
Diluted EPS (pence)
2022
2021
Number of
shares
Number of
shares
Millions
907.8
9.9
917.7
22.6
22.4
Millions
912.7
4.1
916.8
16.9
16.8
9(b) Headline earnings and diluted headline earnings per share
The Group is required to calculate headline earnings per share (“HEPS”) in accordance with the JSE Listings Requirements,
determined by reference to circular 1/2021 “Headline Earnings” issued by the South African Institute of Chartered
Accountants.
The table below reconciles profit attributable to shareholders to headline earnings and summarises the calculation of basic
and diluted HEPS:
Profit attributable to shareholders
Share of profit from associates
Gain on disposal of subsidiaries
Gain on partial disposal of associates
Loss on disposal of property and equipment
Tax impact on adjusting items
Headline earnings
Weighted average number of ordinary shares for the purpose of calculating basic EPS (note 9(a))
Weighted average number of ordinary shares for the purpose of calculating diluted EPS (note 9(a))
HEPS (pence)
Diluted HEPS (pence)
2022
£’m
205.3
(0.4)
(14.9)
—
—
4.1
194.1
2021
£’m
154.4
(0.6)
—
(0.2)
0.4
—
154.0
2022
2021
Number of
shares
Number of
shares
Millions
907.8
917.7
21.4
21.1
Millions
912.7
916.8
16.9
16.8
Ninety One Integrated Annual Report 2022
10. Dividends
Dividends are distributions of profit to holders of the Group’s share capital and as a result are recognised as a deduction in
equity. Dividends are recognised only when they are approved by the shareholders of the Group. Dividend per share is
calculated by dividing dividend paid by the number of ordinary shares in issue. The prior year final dividend is not comparable
to the current year, as the financial year 2020 final dividend was accelerated to be paid to Investec ahead of the demerger.
133
Prior year’s final dividend paid
Interim dividend paid
2022
2021
Pence per
share
6.7
6.9
13.6
£’m
60.8
62.9
123.7
Pence per
share
—
5.9
5.9
£’m
—
53.9
53.9
On 17 May 2022, the Board recommended a final dividend for the year ended 31 March 2022 of 7.7 pence per ordinary
share, an estimated £71.0 million in total. The dividend is expected to be paid on 5 August 2022 to ordinary shareholders on
the registers at the close of business on 15 July 2022.
11. Investments
The majority of the Group’s investments relate to deferred compensation investments which are matched by the liability the
Group has to its employees (note 17). These investments do not qualify as plan assets and are presented separately in the
consolidated statement of financial position. Other investment represents an equity-linked security which the fair value of
this instrument is directly linked with the Group’s share price. All investments held by the Group are measured at fair value
through profit or loss.
Details of the Group’s accounting policy on classification and measurement of financial instruments are set out in note 20.
Non-current
Investment in unlisted investment vehicles
Other investment
Current
Deferred compensation investments
Seed investments
2022
£’m
3.5
5.7
9.2
59.2
2.7
61.9
2021
£’m
5.5
—
5.5
73.7
3.1
76.8
Strategic ReportGovernanceFinancial StatementsAdditional Information Notes to the Consolidated Financial Statements
134
12. Property and equipment
Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.
Depreciation is provided for on a straight-line basis over the estimated useful lives of property and equipment as follows:
Computer equipment
Fixtures and fittings
3 years
5 years
Leasehold improvements Shorter of term of lease or useful economic life
The residual values, depreciation methods and useful lives are reassessed annually.
2022
Cost
At 1 April
Additions
Disposals
Exchange adjustment
At 31 March
Accumulated depreciation
At 1 April
Depreciation
Disposals
Exchange adjustment
At 31 March
Leasehold
improvements
Computer
equipment
Fixtures and
fittings
£’m
£’m
£’m
25.2
0.8
(0.2)
(0.4)
25.4
(1.7)
(2.0)
0.3
(0.1)
(3.5)
9.9
0.5
(0.5)
0.4
10.3
(5.3)
(2.6)
0.4
(0.2)
(7.7)
4.0
0.1
(0.5)
0.1
3.7
(1.4)
(0.7)
0.5
—
(1.6)
Total
£’m
39.1
1.4
(1.2)
0.1
39.4
(8.4)
(5.3)
1.2
(0.3)
(12.8)
Net book value at 31 March 2022
21.9
2.6
2.1
26.6
2021
Cost
At 1 April
Additions
Disposals
Reclassified to assets classified as held for sale
Exchange adjustment
At 31 March
Accumulated depreciation
At 1 April
Depreciation
Disposals
Reclassified to assets classified as held for sale
Exchange adjustment
At 31 March
Net book value at 31 March 2021
Leasehold
improvements
Computer
equipment
Fixtures and
fittings
£’m
£’m
£’m
15.5
11.8
(1.5)
(0.5)
(0.1)
25.2
(1.4)
(1.9)
1.2
0.2
0.2
(1.7)
23.5
9.7
4.8
(0.4)
(4.8)
0.6
9.9
(6.4)
(2.6)
0.4
3.9
(0.6)
(5.3)
4.6
1.5
2.8
(0.2)
(0.3)
0.2
4.0
(0.9)
(0.6)
0.1
0.1
(0.1)
(1.4)
Total
£’m
26.7
19.4
(2.1)
(5.6)
0.7
39.1
(8.7)
(5.1)
1.7
4.2
(0.5)
(8.4)
2.6
30.7
Ninety One Integrated Annual Report 2022 13. Leases
The Group leases various offices for business purposes. Lease terms are negotiated on an individual basis and contain a
wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may
not be used as security for borrowing purposes.
135
Leases are recognised as a right-of-use asset with a corresponding liability at the date which the leased asset is available
for use by the Group. Assets and liabilities arising from a lease are initially measured on a present value basis.
Lease liabilities include the net present value of lease payments. The lease payments are discounted using the entity’s
incremental borrowing rate, being the rate that the entity would have to pay to borrow the funds necessary to obtain an
asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
Lease payments are allocated between the principal and finance cost. The finance cost is charged to profit or loss over the
lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
Right-of-use assets are measured at cost comprising the following:
ɽ The amount of the initial measurement of lease liabilities;
ɽ any lease payment made at or before the commencement date less any lease incentives;
ɽ any initial direct costs; and
ɽ restoration costs.
The calculation of leased assets and liabilities requires the use of both estimation and judgement. The determination of the
lease term for each lease involves the Group assessing any extension and termination options, the enforceability of such
options, and judging whether it is reasonably certain that they will be exercised. Several of the Group’s leases contain such
clauses. For each lease, a conclusion was reached on the overall likelihood of the option being exercised. The potential
future cash outflows relating to extension options not included in the measurement of lease liabilities approximate to
£95.8 million (2021: £94.0 million).
In addition, the identification of an appropriate discount rate to use in the calculation of the lease liability involves both
estimation and judgement. Where the lease’s implicit rate is not readily determinable, an incremental borrowing rate must be
calculated by the Group. The discount rate used has a direct effect on the size of the lease liability capitalised, however,
assessment showed that a change in the discount rate is unlikely to have a material impact on the Group.
Right-of-use assets are generally depreciated over the lease term on a straight-line basis.
Right-of-use assets
Office premises
Lease liabilities
Current
Non-current
2022
£’m
83.1
9.9
99.5
109.4
2021
£’m
90.3
4.3
106.1
110.4
Additions to right-of-use assets during the year ended 31 March 2022 were £2.4 million (2021: £14.1 million).
The remaining contractual maturities of the Group’s lease liabilities at the end of the current reporting period were:
Within one year
Between one and five years
Over five years
2022
2021
Present value
of the
minimum lease
payments
Total minimum
lease
payments
Present value
of the
minimum lease
payments
Total minimum
lease
payments
£’m
9.9
36.6
62.9
109.4
£’m
13.4
47.0
70.4
130.8
£’m
4.3
35.5
70.6
110.4
£’m
7.4
47.7
80.0
135.1
The total cash outflow for leases during the year ended 31 March 2022 was £7.0 million (2021: £5.2 million).
Strategic ReportGovernanceFinancial StatementsAdditional Information
Notes to the Consolidated Financial Statements
136
14. Deferred taxation
The components of deferred tax assets and liabilities recognised in the consolidated statement of financial position and
the movements during the year were:
Deferred tax assets arising from the following:
Depreciable assets
Employee benefits
Capital gains tax on fair value gains
Deferred compensation payments
At 1 April
Deferred tax credit/(charge) to profit from operations
Deferred tax on revaluation of pension fund obligation
Deferred tax on other movements through other comprehensive income
Transfer to assets classified as held for sale
Exchange adjustments
At 31 March
Deferred tax liabilities arising from the following:
Deferred capital allowance
Unrealised capital gain
Other temporary differences
At 1 April
Deferred tax charge to profit from operations
Deferred tax charge related to policyholder funds
Exchange adjustments
At 31 March
2022
£’m
0.6
18.6
(0.3)
9.2
28.1
24.8
1.3
(0.1)
1.4
—
0.7
28.1
0.2
29.9
0.3
30.4
29.0
0.3
0.9
0.2
30.4
2021
£’m
0.3
10.1
(0.4)
14.8
24.8
25.2
(0.2)
(0.2)
0.1
(0.8)
0.7
24.8
—
28.8
0.2
29.0
5.7
0.2
21.9
1.2
29.0
An increase in the UK corporation tax rate to 25% from April 2023 was announced by the UK Government in the Spring
Budget 2020. The rate increase was substantively enacted in May 2021. Furthermore, a reduction in the South Africa
corporate income tax rate to 27% from the year of assessment ending on or after 31 March 2023 was announced on
24 February 2021 and substantively enacted in the annual National Budget on 23 February 2022. Deferred tax balances in
the UK and South Africa at 31 March 2022 were therefore revalued using these substantively enacted tax rates accordingly.
15. Policyholders’ assets and liabilities
The Group undertakes investment-linked insurance business through one of its South African entities which issues linked
policies to the policyholders. These policies are unit-linked investment contracts, with measurement directly linked to the
underlying investment assets which are carried at fair value through profit or loss. As the underlying investment assets are
beneficially held by the Group, these assets together with the contract liabilities due to the policyholders are included in the
consolidated statement of financial position and labelled as linked investments backing policyholder funds and policyholder
investment contract liabilities respectively. Policyholder investment contracts do not qualify as insurance contracts as
defined in IFRS 4 Insurance Contracts as there is no transfer of insurance risk. Therefore, these contracts are accounted for
financial liabilities under IFRS 9 and are also carried at fair value through profit or loss so as to avoid a mismatch in profit or
loss between the policyholder investments linked to investment contracts and the policyholder investment contract
liabilities. Gains and losses from assets and liabilities of these contracts are attributable to third party investors in linked
investments backing policyholder funds. As a result, any gain or loss is offset by a change in the obligation to investors and is
not included in the Group’s net gain/loss on investments. Surplus transferred to shareholders represents deductions from
policyholder funds to which the Group is entitled in exchange for managing policyholder investments. These amounts are
included in Net revenue. Net acquisition of linked investments backing policyholder funds has been disclosed as cash flows
from investing activities as it results in a recognised asset which will generate future income and cash flows to the Group.
Ninety One Integrated Annual Report 2022 Linked investments backing policyholder funds
The pooled portfolio of assets that is linked to policyholder investment contract liabilities was:
Quoted investments at fair value
Equities
Interest-bearing stocks, debentures and other loans
Derivatives
Unquoted investments at fair value
Collective investment schemes
Mutual funds
Equities
Interest-bearing stocks, debentures and other loans
Derivatives
Cash and cash equivalents
2022
£’m
2021
£’m
137
1,064.5
1,897.8
10.7
2,973.0
4,396.7
2,294.2
0.5
952.0
5.8
163.7
7,812.9
807.8
1,602.5
1.4
2,411.7
3,676.6
1,905.7
9.9
953.0
1.0
106.0
6,652.2
At 31 March
10,785.9
9,063.9
The movements in linked investments backing policyholder funds were:
At 1 April
Net fair value gains on linked investments backing policyholder funds
Net acquisition of linked investments backing policyholder funds
Net movement in cash and cash equivalents within linked investments backing policyholder funds
Exchange adjustment
At 31 March
Policyholder investment contract liabilities
The movements in policyholder investment contract liabilities were:
At 1 April
Investment income on linked investments backing policyholder funds
Net fair value gains on linked investments backing policyholder funds
Investment and administration expenses
Income tax expense – policyholders’ funds
Surplus transferred to shareholders
Net fair value change in policyholder investment contract liabilities
Contributions
Withdrawals
Net contributions received from/(withdrawn by) policyholders
Exchange adjustment
At 31 March
9,063.9
478.5
423.0
57.7
762.8
10,785.9
2022
£’m
9,033.6
366.8
478.5
(35.0)
(4.6)
(33.1)
772.6
2,796.8
(2,594.7)
202.1
761.6
10,769.9
6,988.5
1,190.2
397.9
(136.1)
623.4
9,063.9
2021
£’m
7,002.8
345.8
1,190.2
(26.6)
(26.9)
(27.5)
1,455.0
1,012.1
(1,058.9)
(46.8)
622.6
9,033.6
Strategic ReportGovernanceFinancial StatementsAdditional Information Notes to the Consolidated Financial Statements
138
16. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand and money market funds that are readily convertible to a
known amount of cash and are subject to an insignificant risk of changes in value. Cash balances within linked investments
backing policyholder funds of £163.7 million (2021: £106.0 million) as set out in note 15 are not included as they are not
available for use by the Group.
Cash at bank and on hand
Money market funds
2022
£’m
265.3
141.3
406.6
2021
£’m
185.1
152.4
337.5
17. Other liabilities
Other liabilities mainly consist of the liabilities due to employees related to deferred compensation. The obligation in respect
of long-term employee benefits, other than retirement benefits, is the amount of future benefit that employees have earned
in return for their service in the current and prior periods. This future benefit relates to deferred compensation provided by
the Group to its employees, which the Group invests in pooled vehicles managed by entities within the Group. At the end of
the specified vesting period, employees are entitled to an amount equal to the value of the investments held by the Group
(note 11). It is management’s view that the most relevant measure of the employee benefit liability is therefore the fair value of
the investments held by the Group. As the nature of the Scheme is that of an annual bonus award, the charge is booked in
full in profit or loss at the time of the award. Deferred compensation liabilities include applicable employer tax.
Non-current
Deferred compensation liabilities
Other liabilities
Current
Deferred compensation liabilities
2022
£’m
28.6
1.6
30.2
34.9
65.1
2021
£’m
39.2
0.4
39.6
40.0
79.6
18. Pension scheme
Defined benefit scheme
The Group operates the Ninety One UK Pension Scheme (the “Scheme”), which is a closed defined benefit scheme where it
has an obligation to provide participating employees with pension payments that represent a specified percentage of their
final salary for each year of service. The Scheme is a registered defined benefit final salary scheme subject to the UK
regulatory framework for pensions and is administered by its trustees with their assets held separately from those of the
Group. The trustees are required by the Trust Deed to act in the best interest of the Scheme participants. The Scheme was
funded by contributions from the Group in accordance with an independent actuary’s recommendation based on actuarial
valuations. The latest independent actuarial valuations of the Scheme were at 31 March 2022 by qualified independent
actuaries. The Group expects to contribute £190,000 per annum to the Scheme from 1 April 2022 to 31 March 2028. There
is no restriction to the amount of surplus that can be recognised, as the Group has the right to a refund of the surpluses
assuming the gradual settlement of the Scheme over time until all members have left the Scheme. At 31 March 2022, there
were no active members in the Scheme (2021: nil).
Defined benefit pension obligation is calculated using the projected unit credit method. The net charge to the consolidated
statement of comprehensive income mainly comprises the service cost and the net interest on the net defined benefit asset
or liability, and is presented in administrative expenses.
Remeasurements of the net defined benefit asset or liability, which comprise actuarial gains or losses, return on plan assets
excluding interest and the effect of the asset ceiling (if any), are recognised in other comprehensive income.
The net defined benefit asset or liability represents the present value of defined benefit obligation reduced by the fair value
of plan assets, after applying the asset ceiling test, where the net defined benefit surplus is limited to the present value of
available refunds and reductions in future contributions to the plan.
Ninety One Integrated Annual Report 2022 The Scheme exposes the Group to actuarial risks, such as interest rate risk, investment risk and longevity risk.
The pension fund obligation in respect of the Scheme is:
139
Managed Funds
Trustees’ bank account
Total fair value of plan assets
Present value of obligation
2022
£’m
16.5
0.2
16.7
(16.8)
(0.1)
2021
£’m
17.2
0.1
17.3
(18.0)
(0.7)
Managed funds invest primarily in a globally diversified portfolio of assets, mainly consist of global equities, bonds issued by
governments, physical gold and silver bullion and money market instruments. The funds are quoted in an active market and
their underlying investments are either level 1 or level 2 investments.
Plan assets
At 1 April
Benefits paid including expenses
Group’s contributions paid to the plan
Interest income
Return on plan assets, excluding interest income
At 31 March
Present value of the defined benefit obligation
At 1 April
Actuarial (gain)/loss arising from changes in financial assumptions
Actuarial loss arising from changes in demographic
Benefits paid including expenses
Interest cost
Administration costs
At 31 March
Amounts recognised in the consolidated statement of comprehensive income
Actuarial gain/(loss)
Return on plan assets, excluding interest income
Total defined benefit credit
The major assumptions used were:
Inflation assumption
Rate of increase in pensions in payment for post-1997 service
Rate of increase in pensionable salaries
Discount rate
2022
£’m
17.3
(0.6)
0.2
0.3
(0.5)
16.7
18.0
(1.2)
0.2
(0.6)
0.3
0.1
16.8
1.0
(0.5)
0.5
2022
%
3.7
3.7
3.7
2.7
2021
£’m
14.4
(0.4)
—
0.3
3.0
17.3
16.2
1.9
—
(0.4)
0.3
—
18.0
(1.9)
3.0
1.1
2021
%
3.3
3.3
3.3
1.95
The defined benefit obligation is not expected to be materially different as a result of a 0.25% change in the above major
assumptions. This sensitivity assessment is based on the assumption that changes in actuarial assumptions are not
correlated and therefore it does not take into account the correlations between the actuarial assumptions.
Strategic ReportGovernanceFinancial StatementsAdditional Information Notes to the Consolidated Financial Statements
Maturity profile of the defined benefit obligation is:
140
Deferred members
Pensioners
2022
2021
Weighted
average
duration of the
defined benefit
obligation
20.2
12.3
16.6
Number of
members
42
15
57
Weighted
average
duration of the
defined benefit
obligation
20.8
13.0
17.3
Number of
members
42
17
59
Defined contribution schemes
The Group also contributes to a number of defined contribution pension schemes, the assets of which are held in separate
trustee-administered funds, for the benefit of its employees. The Group’s contribution to an employee’s pension is measured
as, and limited to, a specified percentage of salary. Once the contributions have been paid, the Group, as the employer,
does not have any further payment obligations. The Group’s contributions are charged to the consolidated statement of
comprehensive income in the reporting period to which they relate and are included in staff expenses (refer to note 4(a)).
19. Trade and other payables
Trade and other payables consist of amounts due to third parties arising in the ordinary course of business. Amounts payable
to Investec are included in trade payables in the current period, comparative amount is therefore re-presented to reflect this
change. Detail on balances and transactions with Investec are presented in note 26 (c). All trade and other payables are
measured at amortised cost and are expected to be settled within one year or are repayable on demand.
Employee related payables
Trade payables
2022
£’m
165.3
189.1
354.4
2021
£’m
161.8
219.8
381.6
20. Financial instruments
Recognition and derecognition of financial instruments
Financial instruments are initially recognised on the statement of financial position when, and only when, the Group
becomes a party to the contractual provisions of the particular instrument. On initial recognition, financial assets are
measured at fair value plus, for financial assets not measured at fair value through profit or loss, transaction costs that are
directly attributable to the acquisition or issue of the financial assets. Initial recognition of financial liabilities is at fair value
less directly attributable transaction costs. Financial assets are derecognised when the Group transfers substantially all risks
and rewards of ownership. In addition, financial assets are derecognised when the contractual rights to the cash flows from
the financial asset expire or the Group transfers the rights to receive the contractual cash flows in a transaction in which the
Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the
financial asset. Financial liabilities are derecognised when, and only when, the obligations under the contract are
discharged, cancelled or expire.
Classification and measurement of financial assets and financial liabilities
Financial assets are classified into three principal classification categories: measured at amortised cost, at fair value through
other comprehensive income and at fair value through profit or loss (“FVTPL”). The classification of financial assets is based
on the business model under which the financial asset is managed and its contractual cash flow characteristics. The Group’s
financial assets are either classified as measured at FVTPL or amortised cost.
Ninety One Integrated Annual Report 2022 Financial assets measured at amortised cost
Financial assets are measured at amortised cost when their contractual cash flows represent solely payments of principal
and interest and they are held within a business model designed to collect cash flows. It typically applies to the Group’s cash
and cash equivalents and trade and other receivables. The carrying amount of financial assets measured at amortised cost
is adjusted for expected credit losses (“ECLs”) under the ECL model.
141
In measuring ECLs, the Group takes into account reasonable and supportable information that is available without undue
cost or effort. This includes information about past events, current conditions and forecasts of future economic conditions.
The ECLs amount depends on the specific stage that the financial instrument has been allocated to within the ECL model,
which depends on whether there has been a significant increase in credit risk since initial recognition of the financial
instrument, it is in default, or is considered to be credit impaired. For financial instruments with external credit ratings, the
Group assumes that credit risk on these financial instruments has increased significantly since initial recognition if the credit
rating has been significantly deteriorated. ECL allowances are measured on either i) 12-month ECL: that result from possible
default events within the 12 months after the reporting date; or ii) Lifetime ECLs: that result from all possible default events
over the expected life of a financial instrument. The Group considers a financial asset to be in default when: i) the borrower is
unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security
(if any is held); or ii) the financial asset is more than 90 days past due without reasonable expectation of recovery. The Group
applies the simplified approach in determining ECLs for trade receivables.
The Group considers a trade receivable to be credit impaired when one or more detrimental events have occurred, such as
significant financial difficulty of the client or it becoming probable that the client will enter bankruptcy or other financial
reorganisation.
Trade receivables are written off when they are considered credit impaired or there is no reasonable expectation of
recovery. Indicators that there is no reasonable expectation of recovery include, among others, the failure of a debtor to
engage in a repayment plan with the Group after the contractual payment has been past due. The Group has not written
off any trade receivables for the years ended 31 March 2022 and 2021.
Financial assets measured at FVTPL
Financial assets measured at FVTPL consist of linked investments backing policyholder funds, holdings in pooled vehicles as
part of the deferred compensation plan (explained further below), seed capital investments and the investment in unlisted
investment vehicles. These investments do not meet the classification criteria of measuring at amortised cost and fair value
through other comprehensive income and therefore, they are initially recognised at fair value and subsequently measured at
FVTPL, with gains and losses recognised in the consolidated statement of comprehensive income in the period in which
they arise.
When available, the Group measures the fair value of an instrument, such as interest-bearing investments, listed investments
and investments in collective investment schemes and mutual funds, using the quoted price in an active market. If there is no
quoted price in an active market, such as derivatives and unlisted investments, the fair value of these investments is
determined by applying a generally accepted valuation technique.
Impairment of non-financial assets
The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date to determine whether there is
any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. At the reporting date,
there was no indication of impairment of any assets.
Financial liabilities
Financial liabilities comprise policyholder investment contract liabilities, lease liabilities, other liabilities which include
deferred compensation liabilities and trade and other payables. All financial liabilities, excluding policyholder investment
contract liabilities and deferred compensation liabilities, are measured at amortised cost using the effective interest method.
Policyholder investment contract liabilities and deferred compensation liabilities are measured at fair value through profit
or loss with movements in fair value recognised in the consolidated statement of comprehensive income. Lease liabilities
of £110.4 million previously disclosed as non-financial instruments at 31 March 2021, have been re-presented as financial
instruments measured at amortised cost to better align with the requirements of the applicable accounting standard.
Strategic ReportGovernanceFinancial StatementsAdditional Information Notes to the Consolidated Financial Statements
The Group’s financial instruments by category at 31 March was:
142
Financial
instruments at
FVTPL
Financial
instruments
measured at
amortised cost
Total financial
instruments
Non-financial
instruments
2022
£’m
£’m
£’m
£’m
Investments
Investment in associates
Property and equipment
Right-of-use assets
Deferred tax assets
Linked investments backing policyholder funds
Trade and other receivables
Income tax recoverable
Cash and cash equivalents
Total assets
Policyholder investment contract liabilities
Other liabilities
Lease liabilities
Pension fund obligation
Trade and other payables
Income tax payable
Deferred tax liabilities
Total liabilities
2021
Investments
Investment in associates
Property and equipment
Right-of-use assets
Deferred tax assets
Linked investments backing policyholder funds
Trade and other receivables
Income tax recoverable
Cash and cash equivalents
Assets classified as held for sale
Total assets
Policyholder investment contract liabilities
Other liabilities
Lease liabilities
Pension fund obligation
Trade and other payables
Income tax payable
Deferred tax liabilities
Liabilities classified as held for sale
Total liabilities
71.1
—
—
—
—
10,785.9
—
—
—
10,857.0
(10,769.9)
(65.1)
—
—
—
—
—
(10,835.0)
—
—
—
—
—
—
254.8
—
406.6
661.4
—
—
(109.4)
—
(354.4)
—
—
(463.8)
71.1
—
—
—
—
10,785.9
254.8
—
406.6
11,518.4
(10,769.9)
(65.1)
(109.4)
—
(354.4)
—
—
(11,298.8)
—
0.9
26.6
83.1
28.1
—
14.6
10.4
—
163.7
—
—
—
(0.1)
—
(11.2)
(30.4)
(41.7)
Financial
instruments at
FVTPL
Financial
instruments
measured at
amortised cost
Total financial
instruments
Non-financial
instruments
£’m
82.3
—
—
—
—
9,063.9
—
—
—
—
9,146.2
(9,033.6)
(79.6)
—
—
—
—
—
—
(9,113.2)
£’m
—
—
—
—
—
—
242.4
—
337.5
—
579.9
—
—
(110.4)
—
(381.6)
—
—
—
(492.0)
£’m
82.3
—
—
—
—
9,063.9
242.4
—
337.5
—
9,726.1
(9,033.6)
(79.6)
(110.4)
—
(381.6)
—
—
—
(9,605.2)
£’m
—
0.7
30.7
90.3
24.8
—
13.9
5.9
—
12.2
178.5
—
—
—
(0.7)
—
(8.8)
(29.0)
(7.6)
(46.1)
Total
£’m
71.1
0.9
26.6
83.1
28.1
10,785.9
269.4
10.4
406.6
11,682.1
(10,769.9)
(65.1)
(109.4)
(0.1)
(354.4)
(11.2)
(30.4)
(11,340.5)
Total
£’m
82.3
0.7
30.7
90.3
24.8
9,063.9
256.3
5.9
337.5
12.2
9,904.6
(9,033.6)
(79.6)
(110.4)
(0.7)
(381.6)
(8.8)
(29.0)
(7.6)
(9,651.3)
Ninety One Integrated Annual Report 2022 21. Share capital and other reserves
21(a) Share capital
Ordinary shares are classified as equity instruments when there is no contractual obligation to deliver cash or other assets
to another entity. The value of the Group’s share capital consists of the number of ordinary shares in issue in Ninety One plc
and Ninety One Limited multiplied by their nominal value.
143
Details of the share capital of Ninety One plc and Ninety One Limited are:
Ninety One plc
Ordinary shares of £0.0001 each, issued, allotted and fully paid1
Special shares of £0.0001 each, issued, allotted and fully paid:2
Special converting shares
UK DAS share
UK DAN share
Special voting share
Special rights share
Ninety One plc balance at 31 March 2022 and 2021
Ninety One Limited
Ordinary shares with no par value, issued, allotted and fully paid1
Special shares with no par value, issued, allotted and fully paid:2
Special converting shares
SA DAS share
SA DAN share
Special voting share
Special rights share
Ninety One Limited balance at 31 March 2022 and 2021
Total ordinary shares in issue and share capital at 31 March 2022 and 2021
* Represents one share
Number of
shares
Millions
622.6
300.1
*
*
*
*
Nominal value
£’m
0.1
—
—
—
—
—
0.1
Number of
shares
Millions
Nominal value
£’m
300.1
441.1
622.6
*
*
*
*
—
—
—
—
—
441.1
922.7
441.2
1. All ordinary shares in issue rank pari passu and carry the same voting rights and entitlement to receive dividends and other distributions declared or paid by the Group.
Ninety One Limited is authorised to issue one billion ordinary shares with no par value.
2. Special shares will not have any rights to vote, except on a resolution either to vary the rights attached to such share or on a winding-up of Ninety One plc or Ninety
One Limited, nor any right to receive any dividend, other distribution or repayment of capital by Ninety One plc or Ninety One Limited. Under the terms of the DLC
Agreements, shareholders of Ninety One plc and Ninety One Limited have common economic and voting rights as if Ninety One plc and Ninety One Limited are a
single decision-making body. These include equivalent dividends on a per share basis, joint electorate and class right variations, special converting shares, special
voting share and special rights share are issued to facilitate joint voting by shareholders of Ninety One plc and Ninety One Limited on any joint electorate action and
class rights action. The UK DAS share, UK DAN share, SA DAS share and SA DAN share are dividend access shares that support the DLC equalisation principles,
including the requirement that ordinary shareholders of Ninety One plc and Ninety One Limited are paid equal cash dividends per share.
21(b) Own share reserve
The Group established the EBTs for the purpose of purchasing the Group’s shares and satisfying the share-based payment
awards granted to employees. The EBTs are funded and operated by the relevant entity of the Group and hold shares that
have not vested unconditionally to employees of the Group. The EBTs are consolidated into the Group’s consolidated
financial statements, with any Ninety One shares held by the EBTs classified as own shares deducted from equity of the
Group’s consolidated statement of financial position. These shares are recorded at cost, and no gain or loss is recognised in
the Group’s consolidated statement of comprehensive income on the purchase, sale, issue or cancellation of these shares.
Strategic ReportGovernanceFinancial StatementsAdditional Information Notes to the Consolidated Financial Statements
The movements in own share reserve during the year were:
144
At 1 April
Own shares purchased
Own shares released
At 31 March
21(c) Other reserves
The movements in other reserves during the year were:
2022
2021
Number of
shares
Millions
11.0
6.8
(0.2)
17.6
Number of
shares
Millions
6.4
4.6
—
11.0
£’m
19.5
16.7
(0.5)
35.7
£’m
9.9
9.6
—
19.5
Total
£’m
Foreign
currency
translation
reserve
£’m
(v)
(29.6)
(338.4)
9.1
9.1
0.3
—
—
(20.2)
Foreign
currency
translation
reserve
£’m
(v)
(35.0)
0.3
12.1
(0.4)
(317.3)
Total
£’m
(351.6)
5.1
5.1
0.3
—
(29.6)
0.3
7.8
(338.4)
2022
At 1 April
Exchange differences on translating foreign
subsidiaries
Exchange differences transferred to profit
or loss
Share-based payment amortisations
Vesting and release of share awards
At 31 March
2021
At 1 April
Exchange differences on translating foreign
subsidiaries
Exchange differences on translation of related
assets and liabilities classified as held for sale
Share-based payment amortisations
At 31 March
Distributable
reserve Merger reserve
DLC reserve
£’m
(i)
£’m
(ii)
£’m
(iii)
732.2
183.0
(1,236.5)
—
—
—
—
—
—
732.2
—
—
—
183.0
—
—
—
(1,236.5)
Share-based
payment
reserve
£’m
(iv)
12.5
—
—
12.1
(0.4)
24.2
Distributable
reserve Merger reserve
DLC reserve
Share-based
payment
reserve
£’m
(i)
732.2
—
—
—
732.2
£’m
(ii)
183.0
—
—
—
183.0
£’m
(iii)
(1,236.5)
—
—
—
(1,236.5)
£’m
(iv)
4.7
—
—
7.8
12.5
The Group was demerged from Investec in March 2020 and reserves (i) to (iii) were created during the demerger process.
(i) Distributable reserve
The distributable reserve represents the premium of shares issued by Ninety One plc to Investec plc shareholders in
exchange for the 80 percent stake, plus one share, in Ninety One UK Limited.
(ii) Merger reserve
The merger reserve is a legally created reserve arising from the demerger transactions that represents the premium of
shares issued by Ninety One plc to Forty Two Point Two in exchange for its 20 percent (less one share) stake in Ninety One
UK Limited. This transaction attracted merger relief under section 612 of the Companies Act 2006.
(iii) DLC reserve
The DLC reserve is an accounting reserve in equity to reflect the difference between the consideration for the acquired net
assets of Ninety One UK Limited and Ninety One Africa Proprietary Limited (i.e. the value of shares issued by Ninety One plc
and Ninety One Limited) and the share capital and share premium of Ninety One UK Limited and Ninety One Africa
Proprietary Limited.
(iv) Share-based payment reserve
The share-based payment reserve comprises the fair value of share awards granted which are yet to be exercised. The
amount will be reversed to the own share reserve when the related awards are forfeited or vested and transferred to
employees.
Ninety One Integrated Annual Report 2022 (v) Foreign currency translation reserve
The foreign currency translation reserve represents the exchange differences arising from the translation of the financial
statements of foreign subsidiaries.
145
22. Share-based payments
A summary of charges related to share-based payments (excluding employer taxes) for each share-based payment
arrangement was:
Ninety One plc LTIP and Ninety One Limited LTIP (note 22(a)(i))
Ninety One SIP (note 22(a)(ii))
Investec Share Plans (note 22(b))
Expense charged to statement of comprehensive income: Equity settled
2022
£’m
11.9
0.2
0.6
12.7
2021
£’m
7.5
0.3
1.0
8.8
22(a) Ninety One share scheme
The Group has two long-term incentive plans and a UK tax advantaged share incentive plan. These are the Ninety One plc
Long-Term Incentive Plan (“Ninety One plc LTIP”), Ninety One Limited Long-Term Incentive Plan (“Ninety One Limited LTIP”)
and Ninety One Share Incentive Plan (“Ninety One SIP”) (collectively known as the “Ninety One share scheme”). Awards
under the Ninety One share scheme have been accounted for as equity-settled share-based payments. The fair value of
employee services received, measured by reference to the grant date fair value of the awards adjusted by the estimate of
the likely levels of forfeiture and achievement of performance criteria, is recognised as an expense over the vesting period
with a corresponding credit to the share-based payment reserve in the equity of the Group’s consolidated financial
statements. The vesting period for these plans may commence before the legal grant date if the employees have started
to render services in respect of the award before the legal grant date, where there is a shared understanding of the terms
and conditions of the arrangement. At each period end, the Group reassesses the number of equity instruments expected
to vest, and recognises any difference between the revised and original estimate in the consolidated statement of
comprehensive income with a corresponding adjustment to the share-based payment reserve in equity. Failure to meet a
vesting condition by the employee is not treated as a cancellation, and the amount of expense recognised for the award is
adjusted to reflect the number of awards expected to vest.
(i) Ninety One plc LTIP and Ninety One Limited LTIP
Employees of Ninety One plc and its subsidiaries are eligible to participate in the Ninety One plc LTIP. Employees of Ninety
One Limited and its subsidiaries are eligible to participate in the Ninety One Limited LTIP. Awards are made at the discretion
of the Group’s Human Capital and Remuneration Committee and may be granted in the form of options, forfeitable shares or
conditional awards. Awards granted under the Ninety One plc LTIP are over shares in Ninety One plc and awards granted
under the Ninety One Limited LTIP are over shares in Ninety One Limited.
The awards granted under the Ninety One plc LTIP and Ninety One Limited LTIP took the form of forfeitable shares or
conditional awards.
Awards are granted in the following circumstances:
ɽ Listing awards: on the Admission Date, awards over approximately £2,000 worth of shares were made to all eligible
employees of selected subsidiaries of the Group as at the date of admission. These listing awards will vest after
three years;
ɽ annual bonus deferral into shares: before the Date of Demerger, the Ninety One Business operated a bonus deferral
arrangement where a portion of selected employees’ annual bonuses were deferred into investment funds managed by
the Ninety One Business. The Ninety One share scheme is intended to complement this arrangement and allow for a
portion of the annual bonus to be deferred into an award under the Ninety One plc LTIP or Ninety One Limited LTIP.
The bonus deferral awards over shares will vest after at least three years, in line with the vesting period of awards
deferred into investment funds;
ɽ ad hoc awards for strategically important employees and new hires, excluding Executive Directors: these awards
will vest in equal tranches on the third, fourth and fifth anniversaries of the grant; and
ɽ annual single incentive award: awards granted to Executive Directors based on the long term and short term
performance measures as determined by the Human Capital and Remuneration Committee annually. These awards
will vest up to the fifth anniversary of the grant and will be subject to a further holding period after vesting.
Strategic ReportGovernanceFinancial StatementsAdditional Information Notes to the Consolidated Financial Statements
146
Outstanding at 1 April
Granted
Vested
Forfeited
Outstanding at 31 March
2022
2021
Number of
ordinary
shares
Millions
10.0
4.8
(0.2)
(0.4)
14.2
Number of
ordinary
shares
Millions
5.6
4.5
—
(0.1)
10.0
*Number of share awards less than 0.1 million are not presented in the above table.
The weighted average fair value of shares granted under these plans during the year ended 31 March 2022 is £2.236
(2021: £2.284). Fair value is equal to the market value of the shares at the date of grant.
(ii) Ninety One SIP
The Ninety One SIP is an all-employee share plan. Free share awards (over approximately £2,000 worth of shares in Ninety
One plc) were made under the Ninety One SIP. All eligible UK employees on the admission date in March 2020 received their
listing awards (as described in 22(a)(i)) as free share awards under the Ninety One SIP which are subject to a three-year
holding period starting from the grant date. The Ninety One SIP is also used as an employee share purchase plan.
Outstanding at 1 April
Vested
Outstanding at 31 March
*Number of share awards less than 0.1 million are not presented in the above table.
2022
2021
Number of
ordinary
shares
Millions
0.6
(0.1)
0.5
Number of
ordinary
shares
Millions
0.6
—
0.6
22(b) Investec Share Plans
(i) Investec Share Plans – Investec Ordinary Shares
Investec operates a share option scheme involving share options in Investec Limited and Investec plc (the “Investec Share
Plans”). The Investec Share Plans, which are on an equity-settled basis, allowed the Group’s employees to acquire shares of
Investec Limited and Investec plc (“Investec Ordinary Shares”) prior to the demerger. Following the demerger, share awards
outstanding at the date of demerger under the Investec Share Plans continue on their vesting schedule, modified such that
the awards are over a combination of Investec Ordinary Shares and ordinary shares of the Group (“Ninety One Ordinary
Shares”), in the same ratio as received by the holders of Investec Ordinary Shares on the admission date. As a result of this
arrangement, the obligation of settling both Investec Ordinary Shares and ordinary shares of the Group remains with
Investec. Investec continues to recharge the expenses arising from these share-based payments related to the Group’s
employees until all the options are vested. As the changes to the Investec Share Plans are not beneficial to the employees of
the Group, these changes do not result in the accounting for modification to the share-based payment arrangement under
IFRS 2. Awards over Ninety One Ordinary shares continue to be accounted for as equity-settled share-based payments
within the scope of IFRS 2. Awards over Investec Ordinary Shares are accounted for as employee benefits within the scope
of IAS 19 Employee Benefits.
Ninety One Integrated Annual Report 2022 The movements in and number of options outstanding to acquire Investec Ordinary Shares and the weighted average
exercise price (“WAEP”) were:
147
UK Schemes
South African Schemes
2022
2021
2022
2021
Number of
share
options
Millions
1.1
(0.1)
1.0
Number of
share
options
Millions
1.1
—
1.1
WAEP
£
0.01
—
0.01
Number of
share
options
Millions
0.4
(0.2)
0.2
WAEP
£
0.01
—
0.01
Number of
share
options
WAEP
R
—
—
—
Millions
0.6
(0.2)
0.4
Outstanding at 1 April
Exercised
Outstanding at 31 March
*Number of share options less than 0.1 million are not presented in the above table.
Exercisable at 31 March
Number of
share
options
3,515
WAEP
£
—
Number of
share
options
3,362
WAEP
£
—
Number of
share
options
7,628
WAEP
R
—
Number of
share
options
6,469
WAEP
R
—
—
—
WAEP
R
—
The exercise price range and weighted average remaining contractual life for share options outstanding at the year end were:
Exercise price range
Weighted average remaining contractual life (years)
UK Schemes
South African Schemes
2022
£0 – 4.18
3.33
2021
£0 – 4.18
3.33
2022
R —
0.49
2021
R —
0.99
(ii) Investec Share Plans – Ninety One Ordinary Shares
The movements in and numbers of options outstanding to acquire Ninety One Ordinary Shares and the WAEP were:
UK Schemes
South African Schemes
2022
2021
2022
2021
Number of
share
options
Millions
0.5
—
0.5
Number of
share
options
Millions
0.5
—
0.5
WAEP
£
0.01
—
0.01
Number of
share
options
Millions
0.2
(0.1)
0.1
WAEP
£
0.01
—
0.01
Number of
share
options
WAEP
R
—
—
—
Millions
0.3
(0.1)
0.2
Outstanding at 1 April
Exercised
Outstanding at 31 March
*Number of share options less than 0.1 million are not presented in the above table.
Exercisable at 31 March
Number of
share
options
1,755
WAEP
£
—
Number of
share
options
1,221
WAEP
£
—
Number of
share
options
3,539
WAEP
R
—
Number of
share
options
1,114
WAEP
R
—
—
—
WAEP
R
—
The exercise price range and weighted average remaining contractual life for share options outstanding at the year end were:
Exercise price range
Weighted average remaining contractual life (years)
UK Schemes
South African Schemes
2022
£0 – 3.39
3.33
2021
£0 – 3.39
3.33
2022
R —
0.49
2021
R —
0.99
Strategic ReportGovernanceFinancial StatementsAdditional Information Notes to the Consolidated Financial Statements
148
23. Notes to the consolidated statement of cash flows
23(a) Reconciliation of cash flows from operations
Profit before tax
Adjusted for:
Net gain on investments
Depreciation of property and equipment
Depreciation of right-of-use assets
Net interest expense
Net loss of pension fund
Net fair value gains on linked investments backing policyholder funds
Net fair value change on policyholder investment contract liabilities
Net contributions received from/(withdrawn by) policyholders
Loss on disposal of property and equipment
Gain on disposal of subsidiaries
Share of profit from associates
Gain on partial disposal of associate
Share-based payment amortisations related to Ninety One share scheme
Working capital changes:
Trade and other receivables
Assets classified as held for sale
Trade and other payables
Other liabilities
Liabilities classified as held for sale
Cash flows from operations
Notes
5
4
4
6
15
15
15
7(a)
2022
£’m
267.1
(1.2)
5.3
9.7
0.1
0.1
(478.5)
772.6
202.1
—
(14.9)
(0.4)
—
12.1
(13.1)
12.2
(27.7)
(15.4)
(7.6)
722.5
2021
£’m
204.1
(15.6)
5.1
11.5
1.5
0.1
(1,190.2)
1,455.0
(46.8)
0.4
—
(0.6)
(0.2)
7.8
(3.7)
(8.7)
77.3
2.7
7.6
507.3
Refer to the Annexure to the consolidated financial statements for the split of shareholder and policyholder cash flows.
23(b) Reconciliation of liabilities arising from financing activities
The table below details changes in the Group’s liabilities from financing activities, including both cash and non-cash
changes. Liabilities arising from financing activities are liabilities for which cash flows were, or future cash flows will be,
classified in the consolidated statement of cash flows as cash flows from financing activities.
At 1 April
Changes from cash flows:
Principal elements of lease payments
Interest paid in respect of lease liabilities
Payment of lease liabilities
Other changes:
Additions and remeasurements of lease liabilities
Interest expense
Transfer to liabilities classified as held for sale
Exchange adjustments
At 31 March
Notes
6
Lease liabilities
2022
£’m
110.4
(5.3)
(1.7)
(7.0)
0.8
3.8
—
1.4
109.4
2021
£’m
101.6
(4.0)
(1.2)
(5.2)
13.8
3.7
(0.7)
(2.8)
110.4
Ninety One Integrated Annual Report 2022 24. Commitments
The Group has a USD20.0 million (2021: USD20.0 million) private equity investment commitment to the Ninety One Africa
Frontier Private Equity Associate Fund L.P. of which USD18.2 million (2021: USD18.2 million) has been paid. These amounts,
net of amounts recovered to date, are reflected as non-current other receivables of USD3.9 million (2021: USD3.8 million),
equivalent to £3.0 million (2021: £2.7 million), and current other receivables of USD0.5 million (2021:USD0.7 million),
equivalent to £0.4 million (2021: £0.5 million). The Group also has a USD10.5 million (2021: USD10.5 million) private equity
investment commitment to the Ninety One Africa Private Equity Fund 2 GP L.P. of which USD8.9 million (2021: USD8.8
million) has been paid. This amount has been classified as a non-current investment with the fair value of USD 4.6 million,
equivalent to £3.5 million (2021: £3.9 million) at 31 March 2022.
149
25. Interests in unconsolidated structured entities
A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding
control, such as when any voting rights relate to administrative tasks only, or when the relevant activities are directed by
means of contractual arrangements.
The types of structured entities that the Group does not consolidate but in which it holds an interest are:
Type of structured entity
Mutual funds
Nature and purpose
To manage assets on behalf of investors and generate
fees for the investment manager.
These vehicles are financed through the issue of shares
or units to investors.
Interests held by the Group in mutual funds are:
Interest held by the Group
i) Shares or units issued by the funds
ii) Management fee and performance fee
At 31 March 2022
At 31 March 2021
Carrying
amount
included in the
statement of
financial
position
Investment
management
and
performance
fees for the
year
Management/
performance
fees receivable
as at year end
Number of
funds
AUM of the
funds
139
137
£’bn
67.1
63.6
£’m
144.0
155.5
£’m
403.6
398.7
£’m
34.8
38.0
The Group’s proprietary investments in mutual funds comprise investment in money market funds and seed investments
which are classified as cash and cash equivalents and current investments on the consolidated statement of financial
position respectively. The carrying value of the Group’s proprietary investments and fees receivable represent the Group’s
maximum exposure to loss from the interests in unconsolidated structured entities.
During the years ended 31 March 2022 and 2021, the Group did not provide financial support to unconsolidated structured
entities and has no intention of providing financial or other support.
26. Related parties
In the ordinary course of business, the Group carries out transactions with related parties, as defined by IAS 24 Related
Party Disclosures. Apart from those disclosed elsewhere in the consolidated financial statements, material transactions for
the year are set out below.
26(a) Transactions with key management personnel
The key management personnel are defined as the Directors (both Executive and Non-Executive) of Ninety One plc and
Ninety One Limited. Details of the compensation paid to the Directors are disclosed on page 87 as well as their
shareholdings in the Group on page 92 of the Annual Report on Remuneration.
The remuneration related to key management personnel for employee services was:
Type of remuneration
Short-term employee benefits
Share-based payments
2022
£’m
6.1
2.3
8.4
2021
£’m
5.7
1.2
6.9
Strategic ReportGovernanceFinancial StatementsAdditional Information Notes to the Consolidated Financial Statements
150
26. Related parties
26(b) Balance and transactions with Marathon Trust and Forty Two Point Two
Ninety One employees indirectly hold an interest in the Group through the Marathon Trust (the “Trust”) and Forty Two Point
Two. The Trust owns 100 percent of Forty Two Point Two and Forty Two Point Two owns 23.41 percent (2021: 21.85 percent)
of the Group. During the year ended 31 March 2022, Forty Two Point Two increased their shareholding in the Group by 1.6
percent (2021: increased by 1.5 percent) through purchases of shares in the market.
The terms and conditions of the transaction were no more favourable than those available, or which might be expected to
be available, on a similar transaction to non-related entities. There are no cross guarantees between Ninety One and Forty
Two Point Two.
26(c) Balances and transactions with former parent group, Investec
Investec retained significant influence over the Group by holding 25 percent (2021: 25 percent) of the Group’s shares,
therefore Investec and its Directors remain related parties to the Group for the financial years 2022 and 2021. The Group
had various transactions with Investec and its subsidiaries, all of which were in the normal course of business. Transactions
and balances were:
Transactions with Investec
Administration fee expenses1
Balances with Investec
Amounts payable to Investec
Current account with Investec Bank Limited2
Current account with Investec Bank (Channel Islands) Limited2
2022
£’m
4.5
2022
£’m
0.3
—
—
2021
£’m
4.0
2021
£’m
0.5
1.3
0.3
1. Investec incurred operating expenditures (i.e. accommodation, systems and information) on behalf of the Group. Investec recharged these expenditures at cost to
the Group on a monthly basis.
2. For the year ended 31 March 2021, the current accounts with Investec Bank Limited and Investec Bank (Channel Islands) Limited earned interest at 6.7% and 0% per
annum respectively.
26(d) Other related parties
The Group operates and participates in staff pension schemes as detailed in note 18. Transactions made between the Group
and the Group’s staff pension schemes are made in the normal course of business.
27. Financial risk management and fair values of financial instruments
The Group has exposure to credit and liquidity risk which arises in the normal course of the business. The Group is also
exposed to market risk arising from its financial instruments.
This note presents information about the Group’s exposure to each of the above risks and the objectives, policies and
processes for measuring and managing risk.
The Board of Directors of the Group has overall responsibility for the oversight of the Group’s risk management framework.
The Management Risk Committee, which is responsible for developing and monitoring the Group’s risk management
policies, reports quarterly to the Board of Directors on its activities.
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set
appropriate risk limits and controls, and to monitor risks and adherence to limits. The Management Risk Committee meets
once every two months and risk management policies and systems are reviewed regularly to reflect changes in market
conditions and the Group’s business activities. The Management Audit Committee reviews and oversees financial, audit and
tax-related matters. The Internal Audit Team undertakes both regular and ad hoc reviews of the governance framework, risk
management and control environment, the results of which are reported to the Management Audit Committee, as well as
the DLC Audit and Risk Committee.
Ninety One Integrated Annual Report 2022 The DLC Audit and Risk Committee oversees how management monitors compliance with the Group’s risk management
policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the
Group. The DLC Audit and Risk Committee receives updates from the Internal Audit Team, the Management Risk Committee
and the Management Audit Committee on a regular basis. Material risks are appropriately escalated to the DLC Audit and
Risk Committee, and all levels of risk are regularly and formally evaluated.
151
27(a) Policyholders’ assets and liabilities
The Group has no credit or market risk related to policyholders’ investments and trade and other receivables as they are matched
by the liability that the Group has to its policyholders for the value of these assets. The risks and rewards associated with the
policyholders’ investments and trade and other receivables are therefore borne by the policyholders and not by the Group.
Therefore, the credit and market risk disclosure in the remainder of this note only deals with the financial risks related to
non-policyholder financial assets and liabilities.
27(b) Credit risk
Credit risk is the risk of financial loss to the Group if a client or counterparty to a financial instrument fails to meet its
contractual obligations and arises principally from the Group’s trade receivables. The Group’s credit risk arising from cash
and cash equivalents is limited because the counterparties are reputable banks or financial institutions with a minimum
credit rating of Ba3 or BB assigned by Moody’s and S&P respectively, which the management of the Group considers to
have low credit risk. The maximum exposure to credit risk is represented by the carrying value of trade receivables and cash
and cash equivalents. The Group has no significant concentrations of credit risk with respect to trade receivables as the
client bases are widely dispersed in different sectors and industries. Ageing of trade receivables at year end was:
Less than 30 days
Between 30 and 90 days
More than 90 days
2022
£’m
119.0
1.1
0.4
120.5
Outstanding balances are aged monthly and long outstanding balances are actively followed up.
Trade receivables for the ageing analysis are reconciled to the total trade and other receivables presented on the
consolidated statement of financial position as follows:
Trade receivables per ageing analysis
Trade receivables related to policyholders
Subscription account receivables
Other receivables1
Trade and other receivables measured at amortised cost
Trade and other receivables – non-financial instruments2
Trade and other receivables – total
1. Principally relate to sundry debtors and fund recharge receivables.
2. Principally relate to prepayments and deposits.
Notes
20
20
2022
£’m
120.5
66.7
56.3
11.3
254.8
14.6
269.4
2021
£’m
110.2
4.9
0.1
115.2
2021
£’m
115.2
51.0
68.1
8.1
242.4
13.9
256.3
ECLs are calculated on all of the Group’s financial assets that are measured at amortised cost, which are presented in note
20 to the consolidated financial statements. The Group applies the IFRS 9 simplified approach to measuring ECLs for trade
receivables at an amount equal to lifetime ECLs. The ECLs on trade receivables are determined by grouping together trade
receivables with similar credit risk characteristics and collectively assessing them for the likelihood of recovery, taking into
account prevailing economic conditions. While cash and cash equivalents are also subject to the impairment requirement
of IFRS 9, the identified impairment loss was immaterial.
Expected loss rates are based on the payment profiles of trade receivables over the preceding ten years and the
corresponding historical credit losses experienced within this period. These rates are adjusted to reflect differences
between economic conditions during the period over which the historic data has been collected, current conditions and
the Group’s view of economic conditions over the expected lives of the receivables.
The ECLs are considered insignificant as the results of the assessment showed an insignificant impact, therefore no loss
allowance has been provided for the years ended 31 March 2022 and 2021.
Strategic ReportGovernanceFinancial StatementsAdditional Information Notes to the Consolidated Financial Statements
152
27(c) Liquidity risk
Liquidity risk is the risk that the Group cannot meet its financial obligations as they fall due. The Group’s approach to
managing liquidity is to maintain sufficient liquidity to cover any cash flow funding, meeting obligations as they fall due
and maintaining solvency. The Group holds sufficient liquid funds to cover its needs in the normal course of business.
The maximum exposure to liquidity risk is represented by current financial liabilities. All outstanding amounts are unsecured
and interest-free. With the exception of lease liabilities, current financial liabilities are contractually due within one year
or repayable on demand. The remaining contractual maturity of lease liabilities is disclosed in note 13.
27(d) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will
affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is
to manage and control market risk exposures within acceptable parameters.
(i) Currency risk
The Group is exposed to currency risk in the ordinary course of business on portions of its trade receivables, cash and cash
equivalents and trade and other payables. Foreign currency exchange rate fluctuations may create unpredictable earnings
and cash flow volatility. Entities within the Group conducting business with international counterparties that leads to future
cash flows denominated in a currency other than their functional currencies are exposed to the risk from changes in foreign
currency exchange rates. Outstanding amounts are regularly monitored and settled to mitigate currency exposures. The risk
is also mitigated by, as far as possible, closing all types of business transactions mainly in the functional currency.
Effects of foreign currency translation
The financial statements of those entities located outside of the United Kingdom are translated into Pound Sterling
for the preparation of the financial statements of the Group. Investments in foreign-based operations are permanent
and that reinvestment is continuous. Effects from foreign currency exchange rate fluctuations on the translation of
net asset amounts into Pound Sterling are reflected in other comprehensive income in the consolidated statement of
comprehensive income.
Cash flow sensitivity analysis
At the year ended 31 March 2022, if the functional currencies of respective foreign entities had strengthened by 10%, profit
before tax and equity of the Group would have decreased by £1.9 million (2021: £1.4 million). A 10% weakening would have
had the equal but opposite effect. Results of the analysis represent an aggregation of the instantaneous effects on each of
the entities’ profit before tax. Differences from the translation of the financial statements of foreign operations into the
Group’s presentation currency are excluded.
(ii) Interest rate risk
The Group adopts a policy of ensuring that its exposure to changes in interest rates is on a floating rate basis as virtually all
such exposures are short-term in nature. At the year end, the Group’s only interest-bearing financial instruments were cash
and cash equivalents (2021: cash and cash equivalents and loan receivable from a staff share scheme trust, which are
variable rate instruments).
Cash flow sensitivity analysis
An increase of 10 basis points in interest rates at the year ended 31 March 2022 would have increased profit before tax and
equity by £0.4 million (2021: £0.3 million). A decrease of 10 basis points in interest rates at year end would have had the equal
but opposite effect. This assumes that all other variables remain constant and the year-end balance has been constant
throughout the year. The analysis is performed on the same basis for the prior year.
(iii) Price risk
The financial instruments of the Group subject to price risk principally relates to its deferred compensation investments and
its investments in pooled vehicles which are seed capital investments. As the Group’s deferred compensation investments
are matched by the liability the Group has to its employees for the value of these investments, there is no impact to the
consolidated statement of comprehensive income for changes in the values of these investments. Price risk on seed
capital investments is not deemed to be significant due to the size of these holdings.
Ninety One Integrated Annual Report 2022 153
27(e) Capital management
The capital of the Group is considered to be its share capital and reserves. The Group’s objectives and policies are to retain
sufficient capital on hand to meet the external minimum capital requirements of the Financial Conduct Authority (“FCA”) in
the UK, the Financial Sector Conduct Authority (“FSCA”) in South Africa and certain overseas financial regulators, and to
safeguard the Group’s ability to continue as a going concern. All regulated entities within the Group complied with the
externally imposed regulatory capital requirements. Through our internal capital adequacy assessment processes and in
conjunction with the Board of Directors, management assesses the capital requirements to ensure that the Group holds
sufficient capital to mitigate the financial impact of any key risks materialising. There were no changes in the approach to
capital management during the year.
27(f) Fair value measurements
The fair values of all financial instruments are substantially similar to carrying values reflected in the consolidated statement
of financial position as they are short-term in nature, subject to variable, market-related interest rates or stated at fair value in
the statement of financial position. The Group measures fair values including policyholders’ assets and liabilities using the
following fair value hierarchy that reflects the significance of the inputs used in making the measurements:
Level 1: Quoted market price (unadjusted) in an active market for an identical instrument.
Level 2: Prices that are not traded in an active market but are determined using valuation techniques, which are based on
observable inputs. The Group’s level 2 financial instruments principally comprise unquoted investments including
equities, mutual funds, collective investment schemes, debt securities and derivatives. Valuation techniques may
include using a broker quote in an active market or an evaluated price based on a compilation of primarily
observable market information utilising information readily available via external sources.
Level 3: Valuation techniques that include significant inputs that are unobservable. Information about level 3 fair value
measurements are explained below in note 27(f)(i).
Financial instruments measured at fair value at the end of the reporting period by the level in the fair value hierarchy were:
2022
Deferred compensation investments
Seed investments
Unlisted investment vehicles
Other investment
Investments backing policyholder funds
Total financial assets measured at fair value
Policyholder investment contract liabilities
Other liabilities
Total financial liabilities measured at fair value
2021
Deferred compensation investments
Seed investments
Unlisted investment vehicles
Investments backing policyholder funds
Total financial assets measured at fair value
Policyholder investment contract liabilities
Other liabilities
Total financial liabilities measured at fair value
Notes
11
11
11
11
15
20
15
17
20
11
11
11
15
20
15
17
20
Level 1
£’m
59.2
2.7
—
—
2,973.0
3,034.9
Level 2
£’m
—
—
—
5.7
7,749.0
7,754.7
Level 3
£’m
—
—
3.5
—
63.9
67.4
Total
£’m
59.2
2.7
3.5
5.7
10,785.9
10,857.0
(2,973.0)
(65.1)
(3,038.1)
(7,733.0)
—
(7,733.0)
(63.9)
—
(63.9)
(10,769.9)
(65.1)
(10,835.0)
73.7
3.1
—
2,411.7
2,488.5
(2,411.7)
(79.6)
(2,491.3)
—
—
—
6,583.1
6,583.1
(6,552.8)
—
(6,552.8)
—
—
5.5
69.1
74.6
(69.1)
—
(69.1)
73.7
3.1
5.5
9,063.9
9,146.2
(9,033.6)
(79.6)
(9,113.2)
During the years ended 31 March 2022 and 2021, there were no transfers between level 1 and level 2, or transfers into or out
of level 3. The Group’s policy is to recognise transfers between levels of fair value hierarchy as at the end of the reporting
period in which they occur. Carrying amounts of the financial assets and financial liabilities measured at amortised cost
approximate fair value.
Strategic ReportGovernanceFinancial StatementsAdditional Information Notes to the Consolidated Financial Statements
154
27(f) Fair value measurements
(i) Information about level 3 fair value measurements
Unlisted investment vehicles represent the Group’s investment in Ninety One Africa Private Equity Fund 2 L.P. (2021:
investment in Ninety One Africa Private Equity Fund 2 L.P. and Lango Real Estate Limited). The input used in measuring its fair
value is the audited net asset value of the underlying investment which is calculated by the General Partner. Unrealised
(loss)/gain on investments is included in net gain on investments in the consolidated statement of comprehensive income.
Investments backing policyholder funds/policyholder investment contract liabilities include derivatives that are not actively
traded and where the principal input in their valuation (i.e. credit spreads) is unobservable. Accordingly, an alternative
valuation methodology has been applied being either an EBITDA multiple or expected cost recovery.
A sensitivity analysis has not been presented as the “stressing” of the significant unobservable inputs applied in the valuation
does not have a material impact on the consolidated financial statements. The movements during the year in the balance of
the level 3 fair value measurements were:
At 1 April
(Disposal)/purchase of investments
Unrealised (loss)/gain on investments
At 31 March
2022
£’m
5.5
(1.3)
(0.7)
3.5
2021
£’m
4.8
0.4
0.3
5.5
28. Events after the reporting date
Other than the dividend recommended by the Board presented in note 10, no event was noted after the reporting date that
would require disclosures in or adjustments to the consolidated financial statements.
29. Subsidiaries and other related undertakings
The Group operates globally, which results in the Group having a corporate structure consisting of a number of related
undertakings, comprising subsidiaries and associates. All subsidiaries have been consolidated in the Group’s financial
statements. There are no restrictions or changes in ownership of the subsidiaries. The Group’s related undertakings along
with the place of incorporation, the registered address, the classes of shares held and the effective percentage of equity
owned at 31 March 2022 are disclosed below.
The addresses of the registered offices of Ninety One plc and Ninety One Limited are 55 Gresham Street, London,
EC2V 7EL, United Kingdom and 36 Hans Strijdom Avenue, Cape Town, 8001, South Africa respectively.
Company name
Principal subsidiaries and associates held by Ninety One plc
United Kingdom
Registered office: 55 Gresham Street, London, EC2V 7EL
Ninety One Fund Managers UK Limited
Ninety One Global Limited1
Ninety One International Limited
Ninety One UK Holdings Limited2
Ninety One UK Limited
Australia
Registered office: Suite 3, Level 28, Chifley Tower, 2 Chifley Square, Sydney, NSW 2000
Ninety One Australia Pty Limited
Canada
Registered office: 22 Adelaide Street West, 3400, Toronto, Ontario, Canada, M5H 4E3
Ninety One Canada Inc.3
Share class
Interest in %
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
100
100
100
100
100
Ordinary
100
Ordinary
100
Ninety One Integrated Annual Report 2022 155
Company name
Share class
Interest in %
Guernsey
Registered office: First Floor, Dorey Court, Elizabeth Avenue, St. Peter Port, GY1 2HT
Ninety One Africa Frontier Private Equity Fund GP Limited
Ninety One Africa Private Equity Fund 2 GP Limited
Ninety One Guernsey Limited
Lango Real Estate Management Limited4, 5
Lango Co-Invest GP Limited
Lango Co-Invest LP4,6
GIAP Manco Empowerment Limited4
Hong Kong
Registered office: Suite 1201-1206, 12/F, One Pacific Place, 88 Queensway, Admiralty
Ninety One Hong Kong Limited
Luxembourg
Registered office: 2-4 Avenue Marie-Thérèse, L-2132
Ninety One Africa Credit Opportunities Fund 2 GP S.à r.l.
Ninety One Global Alternative Fund 2 GP S.à r.l.
Ninety One Luxembourg S.A.
Singapore
Registered office: 8 Wilkie Road, #03-01 Wilkie Edge, Singapore 228095
Ninety One Singapore Pte. Limited
Switzerland
Registered office: Seefeldstrasse 69, 8008 Zurich
Ninety One Switzerland GmbH
United States of America
Registered office: 2711 Centerville Road, Suite 400, Wilmington, 19808, New Castle
Ninety One North America, Inc.
Principal subsidiaries and associates held by Ninety One Limited
South Africa
Registered office: 36 Hans Strijdom Avenue, Cape Town, 8001
Ninety One Africa Proprietary Limited7
Ninety One Alternative Investments GP Proprietary Limited
Ninety One Assurance Limited
Ninety One Fund Managers SA (RF) Proprietary Limited
Ninety One Investment Platform Proprietary Limited
Ninety One SA Proprietary Limited
Grayston Nominees Proprietary Limited
Botswana
Registered office: Plot 465, Mathangwane Road, Extension 4, Gaborone
Ninety One Botswana Proprietary Limited8
Ninety One Botswana Employee Share Scheme Trust9
Ninety One Fund Managers Botswana Proprietary Limited8
Namibia
Registered office: 24 Orban Street, Klein Windhoek, Windhoek
Ninety One Asset Management Namibia (Proprietary) Limited10
Ninety One Asset Management Namibia Staff Share Scheme Trust9
Ninety One Fund Managers Namibia Limited10
100
Ordinary
100
Ordinary
100
Ordinary
42.5
Ordinary
Ordinary
100
Partnership interest 34.3
Ordinary
50
Ordinary
100
Ordinary
Ordinary
Ordinary
100
100
100
Ordinary
100
Ordinary
100
Ordinary
100
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Unspecified
Ordinary
Ordinary
Unspecified
Ordinary
100
100
100
100
100
100
100
90
—
90
100
—
100
1. Directly held by Ninety One plc.
2. Established in November 2021.
3. Established in December 2021.
4. This is an associate to the Group.
5. The 42.5 percent (2021: 42.5 percent) effective holding consists of a
37.5 percent (2021: 37.5 percent) direct holding by Ninety One Guernsey
Limited and a 5.0 percent (2021: 5.0 percent) indirect holding via GIAP
Manco Empowerment Limited.
6. During the year ended 31 March 2022, the Group disposed 44 percent of its
partnership interest in the Lango Co-Invest LP at the subscription price paid and
no gain/loss was recognised in the Group’s consolidated statement of
comprehensive income. At 31 March 2022, the Group’s interest in the limited
partnership decreased from 78.0 percent to 34.3 percent following the transfer
of partnership interests. The Group is deemed to have lost control over the limited
partnership and therefore the limited partnership is classified as an associate in
the Group’s consolidated statement of financial position at 31 March 2022.
7. Directly held by Ninety One Limited.
8. 75 percent of the equity interest in these companies is directly held by Ninety
One Africa Proprietary Limited, 15 percent is indirectly held by Ninety One
Africa Proprietary Limited via Ninety One Botswana Employee Share Scheme
Trust and the remaining 10 percent is directly held by an employee.
9. The Group is considered to have control over these Trusts via Ninety One
Africa Proprietary Limited under the requirements of IFRS 10. Accordingly,
these Trusts are classified as indirect subsidiaries of the Company.
10. 85 percent of the equity interest in these companies is directly held by Ninety
One Africa Proprietary Limited. The remaining 15 percent is indirectly held by
Ninety One Africa Proprietary Limited via Ninety One Asset Management
Namibia Staff Share Scheme Trust.
11. Silica Holdings Proprietary Limited and its subsidiaries were disposed on
30 April 2021. Refer to note 7(a) for detail.
Strategic ReportGovernanceFinancial StatementsAdditional Information Annexure to the consolidated financial statements
Consolidated Statement
of Financial Position (including policyholder figures)
156
2022
2021
Policyholders
Shareholders
Total
Policyholders
Shareholders
£’m
£’m
£’m
£’m
£’m
Assets
Investments
Investment in associates
Property and equipment
Right-of-use assets
Deferred tax assets
Other receivables
Total non-current assets
—
—
—
—
—
—
—
Investments
Linked investments backing policyholder funds
Income tax recoverable
Trade and other receivables
Cash and cash equivalents
Assets classified as held for sale
Total current assets
—
10,785.9
—
66.7
—
—
10,852.6
9.2
0.9
26.6
83.1
28.1
3.3
151.2
61.9
—
10.4
199.4
406.6
—
678.3
9.2
0.9
26.6
83.1
28.1
3.3
151.2
61.9
10,785.9
10.4
266.1
406.6
—
11,530.9
—
—
—
—
—
—
—
—
9,063.9
—
51.0
—
—
9,114.9
5.5
0.7
30.7
90.3
24.8
3.0
155.0
76.8
—
5.9
202.3
337.5
12.2
634.7
Total
£’m
5.5
0.7
30.7
90.3
24.8
3.0
155.0
76.8
9,063.9
5.9
253.3
337.5
12.2
9,749.6
Total assets
10,852.6
829.5
11,682.1
9,114.9
789.7
9,904.6
Liabilities
Other liabilities
Lease liabilities
Pension fund obligation
Deferred tax liabilities
Total non-current liabilities
Policyholder investment contract liabilities
Other liabilities
Lease liabilities
Trade and other payables
Income tax payable
Liabilities classified as held for sale
Total current liabilities
Equity
Share capital
Own share reserve
Other reserves
Retained earnings
Shareholders’ equity excluding
non-controlling interests
Non-controlling interests
Total equity
—
—
—
30.0
30.0
10,769.9
—
—
52.5
0.2
—
10,822.6
—
—
—
—
—
—
—
30.2
99.5
0.1
0.4
130.2
—
34.9
9.9
301.9
11.0
—
357.7
441.2
(35.7)
(317.3)
253.3
341.5
0.1
341.6
30.2
99.5
0.1
30.4
160.2
10,769.9
34.9
9.9
354.4
11.2
—
11,180.3
441.2
(35.7)
(317.3)
253.3
341.5
0.1
341.6
—
—
—
28.8
28.8
9,033.6
—
—
51.9
0.6
—
9,086.1
—
—
—
—
—
—
—
39.6
106.1
0.7
0.2
146.6
—
40.0
4.3
329.7
8.2
7.6
389.8
441.2
(19.5)
(338.4)
169.9
253.2
0.1
253.3
39.6
106.1
0.7
29.0
175.4
9,033.6
40.0
4.3
381.6
8.8
7.6
9,475.9
441.2
(19.5)
(338.4)
169.9
253.2
0.1
253.3
Total equity and liabilities
10,852.6
829.5
11,682.1
9,114.9
789.7
9,904.6
Ninety One Integrated Annual Report 2022 Consolidated Statement
of Cash Flows (including policyholder figures)
2022
2021
Policyholders
Shareholders
Total
Policyholders
Shareholders
£’m
£’m
£’m
£’m
£’m
Total
£’m
157
267.1
267.1
Cash flows from operating activities
Profit before tax
Adjusted for:
Net gain on investments
Depreciation of property and equipment
Depreciation of right-of-use assets
Net interest expense
Net loss of pension fund
Net fair value gains on linked investments
backing policyholder funds
Net fair value change on policyholder
investment contract liabilities
Net contributions received from/(withdrawn
by) policyholders
Loss on disposal of property and equipment
Gain on disposal of subsidiaries
Gain on partial disposal of associate
Share of profit from associates
Share-based payment amortisations related
to Ninety One share scheme
Working capital changes:
Trade and other receivables
Assets classified as held for sale
Trade and other payables
Other liabilities
Liabilities classified as held for sale
Cash flows from operations
Interest received
Interest paid in respect of lease liabilities
Other interest paid
Contributions to pension fund obligation
Income tax paid
Net cash flows from operating activities
Cash flows from investing activities
Net disposal of investments
Additions to property and equipment
Distributions received from associates
Disposal of subsidiaries, net of cash disposed
Net acquisition of linked investments backing
policyholder funds
Net cash flows from investing activities
Cash flows from financing activities
Payment for acquisition of subsidiary’s
interests in non-controlling interests
Principal elements of lease payments
Purchase of own shares
Dividends paid
Net cash flows from financing activities
Cash and cash equivalents at 1 April
Net change in cash and cash equivalents
Effect of foreign exchange rate changes
Cash and cash equivalents at 31 March
—
12.1
12.1
—
—
—
—
—
—
(478.5)
772.6
202.1
—
—
—
—
(1.2)
5.3
9.7
0.1
0.1
—
—
—
—
(14.9)
—
(0.4)
(15.7)
—
0.5
—
—
481.0
—
—
—
—
—
481.0
—
—
—
—
(423.0)
(423.0)
—
—
—
—
—
106.0
58.0
(0.3)
163.7
2.6
12.2
(28.2)
(15.4)
(7.6)
241.5
3.9
(1.7)
(0.2)
(0.2)
(69.7)
173.6
12.9
(1.4)
0.7
17.7
—
29.9
—
(5.3)
(16.7)
(123.7)
(145.7)
341.0
57.8
7.8
406.6
(478.5)
(1,190.2)
772.6
1,455.0
—
—
—
—
—
—
(46.8)
—
—
—
—
—
16.2
—
4.5
—
—
238.7
—
—
—
—
—
238.7
—
—
—
—
(1.2)
5.3
9.7
0.1
0.1
202.1
—
(14.9)
—
(0.4)
(13.1)
12.2
(27.7)
(15.4)
(7.6)
722.5
3.9
(1.7)
(0.2)
(0.2)
(69.7)
654.6
12.9
(1.4)
0.7
17.7
(423.0)
(393.1)
(397.9)
(397.9)
—
(5.3)
(16.7)
(123.7)
(145.7)
447.0
115.8
7.5
570.3
—
—
—
—
—
242.1
(159.2)
23.1
106.0
204.1
204.1
(15.6)
5.1
11.5
1.5
0.1
—
—
—
0.4
—
(0.2)
(0.6)
7.8
(19.9)
(8.7)
72.8
2.7
7.6
268.6
2.4
(1.2)
(0.2)
—
(48.9)
220.7
8.6
(19.4)
—
—
—
(10.8)
(1.3)
(4.0)
(9.6)
(54.0)
(68.9)
194.5
141.0
5.5
341.0
(15.6)
5.1
11.5
1.5
0.1
(1,190.2)
1,455.0
(46.8)
0.4
—
(0.2)
(0.6)
7.8
(3.7)
(8.7)
77.3
2.7
7.6
507.3
2.4
(1.2)
(0.2)
—
(48.9)
459.4
8.6
(19.4)
—
—
(397.9)
(408.7)
(1.3)
(4.0)
(9.6)
(54.0)
(68.9)
436.6
(18.2)
28.6
447.0
Strategic ReportGovernanceFinancial StatementsAdditional Information Ninety One plc Company Financial Statements
Statement of Financial Position
At 31 March 2022
158
Assets
Investment in subsidiary undertaking
Total non-current assets
Amounts receivable from subsidiary undertakings
Other receivables
Cash and cash equivalents
Total current assets
Total assets
Liabilities
Loan payable to subsidiary undertaking
Trade and other payables
Amounts payable to subsidiary undertakings
Total current liabilities
Equity
Share capital
Retained earnings at 1 April
Profit for the year
Dividends
Retained earnings
Own share reserve
Other reserves
Total equity
Total equity and liabilities
Notes
30
34(a)
34(a)
34(a)
21(a)
31
32
33
2022
£’m
915.3
915.3
1.2
0.2
5.7
7.1
2021
£’m
915.3
915.3
1.0
—
5.1
6.1
922.4
921.4
4.2
1.2
0.2
5.6
0.1
10.8
61.1
(60.6)
11.3
(29.8)
935.2
916.8
—
0.2
0.1
0.3
0.1
—
37.1
(26.3)
10.8
(15.2)
925.4
921.1
922.4
921.4
The financial statements of Ninety One plc (registered number 12245293) were approved by the Board on 13 June 2022 and signed on
its behalf by:
Hendrik du Toit
Chief Executive Officer
Kim McFarland
Finance Director
Ninety One Integrated Annual Report 2022
159
Ninety One plc Company Financial Statements
Statement of Changes in Equity
For the year ended 31 March 2022
At 1 April 2021
Profit for the year
Transactions with shareholders
Share-based payment amortisations related
to Ninety One share scheme
Own shares purchased
Vesting and release of share awards
Dividends paid
Total transactions with shareholders
At 31 March 2022
At 1 April 2020
Profit for the year
Transactions with shareholders
Share-based payment amortisations related to
Ninety One share scheme
Own shares purchased
Dividends paid
Total transactions with shareholders
Notes
33
32
32,33
31
Notes
33
32
31
Share capital
Own share
reserve
Total other
reserves
Retained
earnings
Total equity
£’m
0.1
—
—
—
—
—
—
£’m
(15.2)
—
—
(14.9)
0.3
—
(14.6)
£’m
925.4
—
10.0
—
(0.2)
—
9.8
£’m
10.8
61.1
—
—
—
(60.6)
(60.6)
£’m
921.1
61.1
10.0
(14.9)
0.1
(60.6)
(65.4)
0.1
(29.8)
935.2
11.3
916.8
Share capital
Own share
reserve
Total other
reserves
Retained
earnings
Total equity
£’m
0.1
—
—
—
—
—
£’m
(7.0)
—
—
(8.2)
—
(8.2)
£’m
919.1
—
6.3
—
—
6.3
£’m
—
37.1
—
—
(26.3)
(26.3)
£’m
912.2
37.1
6.3
(8.2)
(26.3)
(28.2)
At 31 March 2021
0.1
(15.2)
925.4
10.8
921.1
Strategic ReportGovernanceFinancial StatementsAdditional Information Ninety One plc Company Financial Statements
Statement of Cash Flows
For the year ended 31 March 2022
160
Cash flows from operating activities
Profit for the year
Adjusted for:
Share-based payment amortisations related to Ninety One share scheme
Dividend income from subsidiary undertaking
Working capital changes:
Amounts receivable from subsidiary undertakings
Amounts payable to subsidiary undertakings
Trade and other payables
Other receivables
Cash flows from operations
Dividends received
Net cash flows from operating activities
Cash flows from financing activities
Dividends paid
Purchase of own shares
Loan from/(repaid to) subsidiary undertaking
Net cash flows from financing activities
Net change in cash and cash equivalents
Cash and cash equivalents at 1 April
Cash and cash equivalents at 31 March
Notes
31
32
2022
£’m
61.1
10.0
(61.1)
(0.1)
0.1
1.0
(0.2)
10.8
61.1
71.9
(60.6)
(14.9)
4.2
(71.3)
0.6
5.1
5.7
2021
£’m
37.1
6.3
(37.1)
3.2
0.1
—
—
9.6
37.1
46.7
(26.3)
(8.2)
(7.1)
(41.6)
5.1
—
5.1
Ninety One Integrated Annual Report 2022 Notes to the Company Financial
Statements
For the year ended 31 March 2022
Accounting policies
Basis of preparation
The separate financial statements of Ninety One plc (the “Company”) have been prepared on a going concern basis in
accordance with UK-adopted international accounting standards and in conformity with the requirements of the Companies
Act 2006 (the “Act). The principal accounting policies adopted are the same as those set out in the notes
to the Group’s consolidated financial statements, where applicable.
161
The Company’s financial statements comprise the statement of financial position, statement of changes in equity and
statement of cash flows for the year ended 31 March 2022. The financial statements have been prepared on the historical
cost basis. The Company has taken advantage of the exemption in section 408 of the Act not to present its own income
statement and statement of comprehensive income in these financial statements.
30. Investment in subsidiary undertaking
Investment in subsidiary undertaking is held at cost less any accumulated impairment losses. A detailed listing of the
Company’s direct and indirect subsidiaries is set out in note 29 to the Group’s consolidated financial statements.
At 1 April and 31 March
31. Dividends
The total ordinary dividends paid by the Company during the year were:
2022
£’m
915.3
2021
£’m
915.3
Prior year’s final dividend paid
Interim dividend paid
Total dividends paid
2022
2021
Pence per
share
6.7
6.9
13.6
£’m
29.9
30.7
60.6
Pence per
share
—
5.9
5.9
£’m
—
26.3
26.3
On 17 May 2022, the Board recommended a final dividend for the year ended 31 March 2022 of 7.7 pence per ordinary
share, an estimated £33.7 million in total. The dividend is expected to be paid on 5 August 2022 to ordinary shareholders on
the registers at the close of business on 15 July 2022.
32. Own share reserve
The movements in own share reserve during the year were:
At 1 April
Own shares purchased
Own shares released
At 31 March
2022
2021
Number
of shares
Millions
8.5
6.1
(0.2)
14.4
Number
of shares
Millions
4.6
3.9
—
8.5
£’m
15.2
14.9
(0.3)
29.8
£’m
7.0
8.2
—
15.2
Strategic ReportGovernanceFinancial StatementsAdditional Information Notes to the Company Financial Statements
162
33. Other reserves
Details of each component of other reserves are presented in note 21(c) of the Group’s consolidated financial statements.
The movements in other reserves during the year were:
2022
At 1 April
Share-based payment amortisations related to Ninety One share scheme
Vesting and release of share awards
At 31 March
2021
At 1 April
Share-based payment amortisations related to Ninety One share scheme
At 31 March
Distributable
reserve
£’m
(i)
732.2
—
—
732.2
Merger
reserve
£’m
(ii)
183.0
—
—
183.0
Share-based
payment
reserve
£’m
(iii)
10.2
10.0
(0.2)
20.0
Distributable
reserve
Merger
reserve
Share-based
payment
reserve
£’m
(i)
732.2
—
732.2
£’m
(ii)
183.0
—
183.0
£’m
(iii)
3.9
6.3
10.2
Total other
reserves
£’m
925.4
10.0
(0.2)
935.2
Total other
reserves
£’m
919.1
6.3
925.4
34. Related parties
In the ordinary course of business, the Company carries out transactions with related parties, as defined by IAS 24.
Apart from those disclosed elsewhere in the financial statements, material transactions for the year were:
34(a) Balances and transactions with subsidiary undertakings
Balances with subsidiary undertakings
Loan payable to subsidiary undertaking1
Amounts receivable from subsidiary undertakings
Amounts payable to subsidiary undertakings
2022
£’m
4.2
1.2
(0.2)
2021
£’m
—
1.0
(0.1)
1. The Company has a revolving loan facility with its subsidiary, Ninety One UK Limited, to cover the cash requirement for the funding of the EBTs. The loan is repayable
12 months from the date of the advance and charged at interest rates of 2.75 percent above the 6-month LIBOR rate prevailing at the time of the advance per annum.
Following to the LIBOR reforms, the interest rate was amended to be 2.75% above the Sonia Deposit rate prevailing at the time of the advance per annum effective 1
March 2022.
Transactions with subsidiary undertakings
Cost recoveries from subsidiary undertakings
Interest expense charged on the loan payable to subsidiary undertaking
2022
£’m
1.3
(0.2)
2021
£’m
1.4
(0.3)
Ninety One Integrated Annual Report 2022 34(b) Transactions with key management personnel
The key management personnel are defined as the Directors (both Executive and Non-Executive) of Ninety One plc. Certain
Directors are not paid directly by the Company but receive remuneration from companies within the Group, in respect of
their services to the larger group which includes the Company.
163
The remuneration related to key management personnel for employee services was:
Type of remuneration
Short-term employee benefits
Share-based payments
2022
£’m
6.1
2.3
8.4
2021
£’m
5.7
1.2
6.9
35. Financial instruments
At 31 March 2022 and 2021, the Company did not hold any financial instruments measured at fair value. Carrying amounts
of all financial assets and financial liabilities measured at amortised cost approximate to their fair value. The Company’s
exposure to price, foreign exchange, interest rate, credit and liquidity risk is not considered to be material and, therefore,
no further information is provided. The carrying value of the financial instruments of the Company by category was:
2022
Investment in subsidiary undertaking
Other receivables
Amounts receivable from subsidiary undertakings
Cash and cash equivalents
Loan payable to subsidiary undertaking
Amounts payable to subsidiary undertakings
Trade and other payables
2021
Investment in subsidiary undertaking
Amounts receivable from subsidiary undertakings
Cash and cash equivalents
Loan payable to subsidiary undertaking
Amounts payable to subsidiary undertakings
Trade and other payables
Financial
assets
measured at
amortised cost
Financial
liabilities
measured at
amortised cost
Total financial
instruments
Non-financial
instruments
£’m
—
0.2
1.2
5.7
—
—
—
7.1
—
1.0
5.1
—
—
—
6.1
£’m
—
—
—
—
(4.2)
(0.2)
(1.2)
(5.6)
—
—
—
—
(0.1)
(0.2)
(0.3)
£’m
—
0.2
1.2
5.7
(4.2)
(0.2)
(1.2)
1.5
—
1.0
5.1
—
(0.1)
(0.2)
5.8
£’m
915.3
—
—
—
—
—
—
915.3
915.3
—
—
—
—
—
915.3
Total
£’m
915.3
0.2
1.2
5.7
(4.2)
(0.2)
(1.2)
916.8
915.3
1.0
5.1
—
(0.1)
(0.2)
921.1
Strategic ReportGovernanceFinancial StatementsAdditional Information Additional Information
164
Investing for a world of change
In 2018, mountain gorillas were upgraded from ‘critically endangered’
to ‘endangered’. While the situation is still fragile, it is worth
celebrating. Key learnings in this success include that conservation
relies on local community support. Preserving the land and its wildlife
works best when there’s also a focus on ensuring that the people
who live alongside protected habitats have jobs, food, and education.
A recent census found that gorillas living in community-owned
conservation areas are faring better than gorillas in national parks.
165
Strategic ReportGovernanceFinancial StatementsAdditional Information 166
Glossary
Adjusted earnings per share (Adjusted EPS)
Profit attributable to ordinary shareholders, adjusted to
remove non-operating items, divided by the number of
ordinary shares in issue at the end of the period.
Adjusted net interest income
Calculated as net interest income less interest expense
from lease liabilities for office premises, and other
interest expense.
Adjusted operating expenses
Calculated as operating expenses less deferred employee
benefit scheme movements and share scheme net credit,
but including interest expense on lease liabilities.
Adjusted operating profit
Calculated as adjusted operating revenue less adjusted
operating expenses.
Adjusted operating profit margin
Calculated as adjusted operating profit divided by adjusted
operating revenue.
Adjusted operating revenue
Calculated as net revenue, adjusted for foreign exchange
gains/losses, deferred employee benefit scheme
movements, net gain/loss on investments and other items.
AIFMD
Alternative Investment Fund Managers Directive.
ASCOR
Assessing sovereign climate-related opportunities
and risks.
ASISA
Association for Savings and Investment South Africa
represents the majority of the country’s asset managers,
collective investment scheme management companies,
linked investment service providers, multi-managers and
life insurance companies.
Assets under management (AUM)
The aggregate assets managed on behalf of clients.
For some private markets’ investments, the aggregate
value of assets managed is based on committed funds
by clients; this is changed to the lower of committed
funds and net asset value, in line with the fee basis.
Where cross-investment occurs, assets and flows are
identified and the duplication is removed.
Average AUM
Calculated as a 13-point average of opening AUM for
the year, and the month-end AUM for the subsequent
12 months.
Average exchange rate
Calculated as the average of the daily closing spot
exchange rates in the relevant period.
Average fee rate
Management fee revenue divided by average AUM
(annualised for non-12 months periods), expressed in
basis points.
Basic Earnings per share (Basic EPS)
Profit attributable to ordinary shareholders divided by the
weighted average number of ordinary shares outstanding
during the year, excluding own shares held by Ninety One
share schemes.
BCP
BioCarbon Partners.
BIPRU
The Prudential Sourcebook for Banks, Building Societies
and Investment Firms promulgated by the UK Financial
Services Authority, as was in effect from time to time.
Board
Includes the Board of Ninety One plc and the Board of
Ninety One Limited.
CBI
Climate Bonds Initiative.
CNSI
Climate & Nature Sovereign Index.
Diluted earnings per share (Diluted EPS)
Profit for the year attributable to ordinary shareholders
divided by the weighted average number of ordinary shares
outstanding during the year, plus the weighted average
number of ordinary shares that would be issued on the
conversion of all the potentially dilutive shares into
ordinary shares.
Dual-listed company (DLC) structure
The arrangement whereby Ninety One plc and Ninety One
Limited operate as a single economic enterprise.
EBT
Employee benefit trust is a discretionary trust established
by Ninety One to hold cash or other assets for the benefit
of employees, such as to satisfy share awards.
ESG
Environmental, Social and Governance.
Executive Directors
The Executive Directors of Ninety One plc and Ninety One
Limited, currently Hendrik du Toit and Kim McFarland.
Firm-wide investment performance
Calculated as the sum of the total market values for
individual portfolios that have positive active returns on
a gross basis expressed as a percentage of total AUM.
Ninety One’s percentage of firm outperformance is reported
on the basis of current AUM and therefore does not include
terminated funds. Total AUM excludes double-counting of
pooled products and third-party assets administered on
South African fund platform. Benchmarks used include
cash, peer group averages, inflation and market indices as
specified in client mandates or fund prospectuses. For all
periods shown, market values are as at the period end date.
Ninety One Integrated Annual Report 2022 GFANZ
Glasgow Financial Alliance for Net Zero.
Headline earnings per share (HEPS)
Ninety One is required to calculate HEPS in accordance
with JSE Listings Requirements, determined by reference
to circular 1/2021 “Headline Earnings” issued by the South
African Institute of Chartered Accountants.
ICARA
Internal Capital Adequacy and Risk Assessment.
IFPR
Investment Firm Prudential Regime, which came into force
in the UK on 1 January 2022.
Investment Association (IA)
The Investment Association is the trade body that
represents investment managers and asset management
firms in the UK.
Johannesburg Stock Exchange (JSE)
The exchange operated by the JSE Limited, a public
company incorporated and registered in South Africa,
under the Financial Markets Act.
London Stock Exchange (LSE)
The securities exchange operated by the London Stock
Exchange plc under the Financial Services and Markets Act
2000, as amended.
MiFID 2
The second iteration of the Markets in Financial Instruments
Directive. MiFID II is an EU directive which standardises
regulation for investment services throughout the
European Economic Area.
Mutual fund investment performance
The performance and ranking as per Morningstar data
using primary share classes, as defined by Morningstar, net
of fees to 31 March 2022. Peer group universes are either
IA, Morningstar Categories or ASISA sectors as classified
by Morningstar. Cash or cash-equivalent funds are
excluded and performance is weighted by AUM.
Net flows
The increase in AUM received from clients, less the
decrease in AUM withdrawn by clients, during a given
period. Where cross investment occurs, assets and flows
are identified, and the duplication is removed.
Non-Executive Directors
The Non-Executive Directors of Ninety One plc and Ninety
One Limited.
167
Non-operating items
Include exceptional items, share scheme net credit,
adjusted net interest income and tax on adjusting items.
Non-qualifying assets
Comprise assets that are not available to meet regulatory
requirements.
NZAMi
Net Zero Asset Managers initiative.
OECD
Organisation for Economic Co-operation and Development.
ORSA
Own Risk and Solvency Assessment.
PRI
Principles for Responsible Investment.
SMCR
Senior Managers and Certification Regime.
SMI
Sustainable Markets Initiative.
South African (SA) fund platform
Ninety One’s South African fund platform (known as Ninety
One Investment Platform) which offers access to both
offshore and local investment solutions for independent
financial advisers in South Africa. The platform
predominantly comprises third-party products and
selected Ninety One funds.
TCFD
Task Force on Climate-related Financial Disclosures.
Torque ratio
The relative scale of net flows in relation to the overall size
of the business, expressed as a percentage. Calculated as
net flows for the relevant period divided by AUM as at the
first day of that period (annualised for non-12-month
periods).
UCITS
Undertaking for Collective Investment in Transferable
Securities Directive.
Net revenue
Represents revenue in accordance with IFRS, less
commission expense.
WAEP
Weighted Average Exercise Price.
Ninety One (also “the Group”)
Ninety One plc and its subsidiaries and Ninety One Limited
and its subsidiaries.
Strategic ReportGovernanceFinancial StatementsAdditional Information 168
Shareholder Information
Forward-looking statements
This Integrated Annual Report does not constitute or form
part of any offer, invitation or inducement to any person to
underwrite, subscribe for or otherwise acquire or dispose
of securities in Ninety One nor should it be construed as
legal, tax, financial, investment or accounting advice.
This Integrated Annual Report may include statements that are,
or may be deemed to be, “forward-looking statements”. These
forward-looking statements may be identified by the use of
forward-looking terminology, including the terms “believes”,
“estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”,
“may”, “will” or “should” or, in each case, their negative or other
variations or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events or intentions.
Forward-looking statements may and often do differ
materially from actual results. Any forward-looking statements
reflect Ninety One’s current view with respect to future events
and are subject to risks relating to future events and other
risks, uncertainties and assumptions relating to the Ninety
One’s business, results of operations, financial position,
liquidity, prospects, growth and strategies. Forward-looking
statements speak only as of the date they are made.
Ninety One expressly disclaims any obligation or
undertaking to release publicly any updates or revisions
to any forward-looking statements contained in this
Integrated Annual Report or any other forward-looking
statements it may make whether as a result of new
information, future developments or otherwise.
Financial calendar
Event
First quarter AUM update
Annual General Meeting
Half year end
Second quarter AUM update
Interim results
Third quarter AUM update
Financial year end
Fourth quarter AUM update
Full-year results
Date
15 July 2022
26 July 2022
30 September 2022
18 October 2022
15 November 2022
17 January 2023
31 March 2023
14 April 2023
17 May 2023
Share information
Ninety One plc shares are primary listed on the LSE, with
an inward listing on the JSE. Ninety One Limited shares
are primary listed on the JSE.
Ninety One plc
ISIN: GB00BJHPLV88
Ninety One Limited
ISIN: ZAE000282356
LSE share code: N91
JSE share code: NY1
JSE share code: N91
Electronic communications
In line with our purpose and with our ambition to be a better
firm, we encourage our shareholders to elect to receive
shareholder documentation electronically. This will help us
reduce the environmental impact caused by printing and
distributing hard copies. Shareholders in Ninety One plc
can visit www.investorcentre.co.uk for more information
and to register their communication preference.
Registrars
Transfer Secretaries in South Africa
Computershare Investor Services Proprietary Limited
Rosebank Towers
15 Biermann Avenue
Rosebank, 2196
Telephone (SA): 0861 100 933
Telephone: +27 (0) 11 370 5000
Website: www.computershare.com
Registrars in the United Kingdom
Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol, BS99 6ZZ
Telephone: +44 (0)370 703 6027
Website: www.computershare.com
Company website
Our corporate website includes (among other information)
the electronic copy of this Integrated Annual Report
and copies of the latest as well as historic reports,
presentations and announcements. For more information
on Ninety One, visit www.ninetyone.com.
Corporate information
Auditor
KPMG
Corporate brokers
HSBC Bank plc
Investec Bank plc and Investec Bank Limited
J.P. Morgan Cazenove
JSE Sponsor
J.P. Morgan Equities South Africa (Pty) Ltd
Registered offices
Ninety One plc
55 Gresham Street
London, EC2V 7EL
United Kingdom
Incorporated in England and Wales
Registration number 12245293
Ninety One Limited
36 Hans Strijdom Avenue
Cape Town, 8001
South Africa
Incorporated in the Republic of South Africa
Registration number 2019/526481/06
Contact us
Telephone: +44 (0) 20 3938 2000
Email: enquiries@ninetyone.com
Ninety One Integrated Annual Report 2022
This report is printed on paper certified in accordance with the FSC® (Forest Stewardship Council®) and is recyclable and acid-free.
Designed and produced by Instinctif Partners, www.creative.instinctif.com
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