Record Annual Report 2023

Plain-text annual report

recordfg.com Modernisation, diversiﬁ cation and succession gather pace... Record plc Annual Report 2023 Our purpose To continue to harness trends and innovate by collaborating with our clients Our vision Diverse partnerships of ﬁ nancial specialists – creating unique, opportunistic, sustainable solutions Our mission Independent, candid advice derived from our 40-year legacy – as we evolve into a global asset management network Our value proposition Transparency and trust, above all. We listen to clients, truly understand their needs then collaborate with like-minded specialist partners from a wide range of asset classes to deliver solutions Financial statements Independent auditor’s report Financial statements Notes to the ﬁ nancial statements 96 to 145 Additional information 146 to 148 Five year summary 146 Information for shareholders Deﬁ nitions 147 148 97 106 113 Annual Report 2023 Contents Strategic report 1 to 54 Governance 55 to 95 Chairman’s introduction Board of Directors Corporate governance report Nomination Committee report Audit Committee report Remuneration report Directors’ report Directors’ responsibilities statement 57 58 60 67 70 76 92 95 Financial highlights About us Chairman’s statement Chief Executive Offi cer’s statement Business model Products and distribution Products Strategy Key performance indicators Sustainability Task Force on Climate Related Financial Disclosures (“TCFD”) Section 172 Companies Act 2006 – Our stakeholders Operating review Financial review Risk management Viability statement 1 2 6 8 10 12 14 18 22 26 33 37 40 44 49 54 Record plc Annual Report 2023 1 Financial highlights Our year in numbers Assets Under Management Equivalents1 (“AUME”) Ordinary dividend per share $87.7bn +5.5% 2022: $83.1bn Earnings per share 5.95p +31.6% 2022: 4.52p Revenue £44.7m +27.4% 4.50p +25% 2022: 3.60p Profi t before tax £14.6m +33.9% 2022: £10.9m Total dividend per share (including special of 0.68p) 5.18p +14.6% 2022: £35.1m 2022: 4.52p (including special: 0.92p) S T R A T E G I C R E P O R T G O V E R N A N C E F I N A N C I A L S T A T E M E N T S A D D I T I O N A L I N F O R M A T I O N 1. For the majority of its Currency Management and Derivative Overlay products, Record manages only the impact of foreign exchange and not the underlying assets, therefore its “assets under management” are notional rather than real. Conversely, for its Asset Management products, Record’s role as Investment Manager includes managing the underlying assets in the more conventional sense of managing AUM. Consequently, when combined, to distinguish this from the AUM of conventional asset managers, Record uses the concept of Assets Under Management Equivalents (“AUME”) and by convention this is quoted in US dollars. AUME is an alternative performance measure and further detail on how it is defi ned is provided on page 24. 2 Record plc Annual Report 2023 About us Record began with a spark. An idea, Currency Overlay, which led to the signing of the world’s ﬁ rst Currency Overlay mandate in 1985. We’ve been harnessing trends ever since, with curiosity, innovation and integrity. We were one step ahead then when we began and we aren’t standing still today – as we invite greater diversity of thought, to deliver specialist partnerships and new solutions for our clients. Our approach Listen A client-focused approach Deliver Unique, innovative and sustainable solutions Understand Using strengths and experience developed over 40 years in business Our values People fi rst Integrity Our clients value our understanding of how achieving long-term, sustainable investment objectives is a mindful journey, as much as an economic one. Then there’s our team – championed for its intellectual diversity, passion and dynamism. It’s our people that makes us great. We’ve always had a legacy of honesty and upfront client advice during 40 years in existence – and that will never change. This ethos echoes throughout our people, our relationships, our products and our fees. And, as an impartial, independent, premium listed business, we are guided by the highest levels of best practice and ethical codes of conduct. Collaboration We fi rmly believe in the power of many. Our expanding network of like-minded specialists globally means we can call on various strengths and expertise. This fl exibility allows us to customise unique solutions for our clients. Kindness In many ways, we can be described as empathetic investment advisers and champions of varied thought. Listeners fi rst, we get to know our clients and learn what their needs are – then we create customised solutions that fi t their specifi c needs. Curiosity We are restless minds driven by curiosity, ideas and innovation. We always question, so we can give our clients excellence and value. We are not afraid to say no if it’s not the right investment fi t. Or to dig a bit deeper – to unearth other opportunities or create new solutions that don’t yet exist. Annual Report 2023 3 Record plc About us Where we operate Where we operate The Group’s main geographical markets, as determined by the location of clients to whom services are provided, are the UK, North America and Continental Europe, in particular Switzerland. The Group also has clients elsewhere, including Australia. The Group’s Head Offi ce is in Windsor, UK from where the majority of its operations are performed and controlled. The Group also has offi ces in London, New York, Zürich, Frankfurt, Düsseldorf and Amsterdam. In addition to these main markets, we continue to explore new geographical markets which we believe may off er attractive opportunities. Rest of the world $3.6bn 4% United Kingdom $7.4bn 9% Continental Europe $57.9bn 66% S T R A T E G I C R E P O R T G O V E R N A N C E F I N A N C I A L S T A T E M E N T S A D D I T I O N A L I N F O R M A T I O N North America $18.8bn 21% Global AUME and operating locations Head Offi ce (Windsor) Other offi ces Client locations 4 Record plc Annual Report 2023 About us continued Group structure – Record Financial Group The Group’s main trading subsidiaries are shown below with a brief explanation of the products and services off ered by each Record PLC Record Currency Management Record Group Services Record Digital Record Asset Management Registered with FCA in UK, and SEC, CFTC in US. Provides currency management and derivative services and solutions to clients and acts as UK fund distributor. Provides shared services and support across Group companies. Invests in early stage Financial Technology companies including Digital Assets. German MiFID company – registered with BaFiN, provides investment management services and, through its subsidiary, acts as distributor for funds alongside selected partners in the EU. For details of full subsidiary undertakings please see pages 124 to 125 Record plc Annual Report 2023 5 Our investment case S T R A T E G I C R E P O R T G O V E R N A N C E F I N A N C I A L S T A T E M E N T S A D D I T I O N A L I N F O R M A T I O N Growth Strategy focused on accelerated growth through investment in diversifi cation and modernisation now delivering increases in revenue and profi ts Dividend policy Strong history of paying dividends with policy targeting ordinary dividend pay-out ratio between 70% - 90% of annual earnings, plus special dividends. Three year annual compound growth: Revenue: Three year annual compound growth: Ordinary dividends: Profi t before tax: +20.4% p.a. +23.6% p.a. Earnings per share: +25.1% p.a. +22.2% p.a. Balance Sheet and cash generation Robust and liquid Balance Sheet provides solid platform for continued value creation alongside cash generative business model and no external debt As at 31 March 2023: Net assets: Assets managed as cash (no external debt): £28.3m £14.5m See fi nancial statements from page 106 for further information Partnerships Partnerships with established and expert partners in alternative asset classes provide additional skillsets and strong pipeline of innovative products off ering unique investment opportunities See page 12 for further information on our partnerships Client relationships and AUME Trusted and longstanding institutional client relationships built over 40 years in managing currency and derivatives provides a solid foundation and strong asset base upon which to grow Three year annual compound growth: AUME: +14.4% p.a. See page 42 for further AUME information Geographical reach Regulated asset management business and growing team established in the EU improves geographical reach and provides passporting opportunities for our partners Offi ces in UK, USA, Switzerland, Germany and Netherlands See page 3 for more information on the locations of our client base 6 Record plc Annual Report 2023 Chairman’s statement This past year ending 31 March 2023 (“FY-23”) has been another year of change and growth at Record. The business which I founded 40 years ago is beginning to look fundamentally diff erent from its founding conception. Neil Record Chairman Total dividends per share 5.18p FY-22: 4.52p Earnings per share +15% 5.95p +32% FY-22: 4.52p For most of the past four decades, that conception – of our specialising solely in the management of currencies and currency risk – held sway. In the last three years, the fi rm has chosen, and is now executing, an enhanced business strategy rooted in our core strengths and values. We are using technology to strengthen and modernise our systems across the whole business, providing effi ciency of delivery and an enhanced user experience for clients of our core traditional currency management services, whilst enabling new opportunities for off ering a more scalable and diversifi ed suite of asset management products and services to both existing and potential clients. In FY-23, we received regulatory approval from the German fi nancial regulator, BaFin, for our subsidiary Record Asset Management GmbH (“RAM”) as an asset manager, and are now starting to manage funds. We are developing an infrastructure fund business which will be managed by RAM, and which we hope will grow to provide a material diversifi cation strand. We are engaged in agreeing partnerships with a range of high-quality asset and fund managers, for whom we will off er distribution services in Europe and the UK. Despite our historic experience of low growth in the currency management sector, FY-23 has, somewhat surprisingly, proved to be showing interesting signs of a new type of growth. We have for many years now been providing passive currency hedging services to institutional investors, mainly pension funds. While these mandates can sometimes be large (>$10 billion), we have experienced steady fee compression over the past decade, only now levelling out at very low levels. But a diff erent client type – international asset managers – have begun to recognise that large-scale passive currency hedging is a specialist activity, where scale and technology infrastructure means that outsourcing to a fi rm like Record is a cost-eff ective choice. While we had previously seen a small cadre of our existing asset manager clients continually increase their mandate size as they added funds and expanded their businesses, we are now seeing incoming enquiries from new, large international managers. Asset manager Passive Hedging mandates are often technically challenging, but also off er much better fee rates than institutional clients’ mandates. We have not seen signifi cant fee compression in this sector, and so these mandates off er an attractive risk-adjusted return, and a new source of potential growth. Some of these asset managers operate in the private debt sector; this sector is experiencing strong growth in the wake of the 2008/09 global fi nancial crisis, supplanting banks as a signifi cant source of loan capital. Passive Hedging mandates for this sub-sector therefore represent a substitution for one aspect of the old bank treasury function; and one we are well-positioned to take advantage of. Record plc Annual Report 2023 7 Chairman’s statement Financial overview For the second successive year, the Group has delivered an exceptional set of results, reflected by material growth in both revenue and earnings. As stated above, the opportunities for further growth are significant and diversified across both new and traditional products and services, supported by a strong leadership team and a robust succession plan. I am confident that our strategy of modernisation and diversification is the right direction for the Group, firmly supported by the Group’s highly cash-generative business model accompanied by its robust and liquid balance sheet, with total equity of £28.3 million. Further information on financial results can be found in the Financial review section on page 44. Capital and dividend The change in the firm’s strategy, decided and executed in FY-21, is continuing to flow through to the financial performance of the business. Our capital policy aims to ensure retention of capital assessed as required for regulatory purposes, for working capital purposes and for investing in new opportunities for the business. Our dividend policy targets a level of ordinary dividend within the range of 70% to 90% of annual earnings, and which allows for progressive and sustainable dividend growth in line with the trend in profitability. It is also the Board’s intention, subject to financial performance and market conditions at the time, to return excess earnings over ordinary dividends for the financial year and adjusted for changes in capital requirements, to shareholders, normally in the form of special dividends. The Board is recommending a final ordinary dividend of 2.45 pence per share (FY-22: 1.80 pence) with the full-year ordinary dividend at 4.50 pence per share (FY-22: 3.60 pence), representing a 25% increase in the ordinary dividend and an ordinary payout ratio of 76% of earnings. The interim dividend of 2.05 pence was paid on 30 December 2022, and the final ordinary dividend of 2.45 pence will be paid on 9 August 2023 to shareholders on the register at 14 July 2023, subject to shareholder approval. Having carefully reviewed the current level of Group capital against its ongoing requirements for regulatory and investment purposes and to support its continued growth, the Board is announcing a special dividend of 0.68 pence per share to be paid simultaneously with the final ordinary dividend. Total proposed dividends per share for the year are 5.18 pence per share (FY-22: 4.52 pence) compared to earnings per share of 5.95 pence (FY-22: 4.52 pence). The Board On 1 March 2023 I announced that I would be retiring from the Chairmanship and the Board after 40 years at the helm. We announced at the same time the appointment of David Morrison as independent Non-executive Director, and Chair-elect. David is very well known to Record. In 1985, his then employer, Abingworth, at the time a venture Investment Trust, acquired 24.5% of Record from a start-up angel investor. Abingworth also became a client at the same time. David sat on the firm’s Board until 1992, when Abingworth sold its stake. Then again, in 2009, David re-joined the newly IPO’d firm as an independent Non-executive Director (“NED”), sitting until 2018, when he reached his term limit. In his third term as a NED, and, from July 2023, Record‘s Chairman, he will preside over a much-changed firm, with multiple developing strands and a new background of growth. I am confident his deep understanding of Record, and his own long experience in asset management, will serve our shareholders well. I am leaving Record's Board with mixed emotions. Record has been my life for 40 years. I founded the firm when I had just turned 30, and I will leave it when I will have just turned 70. It has been the most rewarding career imaginable, meeting fascinating individuals from all walks of life, building teams of colleagues over multiple years, and most importantly building a business which I believe is capable of becoming multigenerational. I have the highest confidence in the current management under our CEO Leslie Hill and her senior team, and I plan to remain a significant shareholder for many years to come. Outlook In contrast with the optimistic tone with which I feel I can talk about Record, I see many serious and deep challenges ahead for the global economy in general, and for the developed West in particular. Across the board, Western governments have arguably over- extended themselves both in the scope and scale of public expenditure, and in their method of financing this expenditure – namely through debt. Much of this debt is, in practice, monetary financing via “Quantitative Easing”. Central banks, and their sponsoring governments, may find this financing becoming increasingly onerous as short rates rise. The same issue has already hit some regional banks in the US, and may hit more. This monetary dislocation is running concurrently with very low or zero productivity growth in much of the global economy. It remains to be seen whether Western democracies can find policies to re-establish low-inflation growth. Record is not immune from these challenges, but structurally we are positioned to be nimble and adaptable to client demand as it develops and changes. While cost pressures (particularly labour costs) will undoubtedly impact the business, the current pace of growth and change should allow the revenue to grow sufficiently to more than compensate for the cost-base growth. I leave the business in good health; vibrant, enthusiastic and looking for new opportunities. I couldn’t have wished for more. Neil Record Chairman 29 June 2023 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Most of you will I hope remember the three-year target I set out last year which aims for revenue of £60 million by this time in 2025, while improving margins and increasing profi ts. We are on target to achieve this, with revenues of £44.7 million and pre-tax profi ts of 14.6 million reported for the fi nancial year (FY-23). Let me explain in more detail what we have been doing and what plans we have for this coming year (FY-24). Our three pillars are diversifi cation, modernisation and succession planning. Diversifi cation There are some key strands to this – diversifying our product off ering, our client base and our activities. To achieve this we have now created a number of subsidiaries whose leaders report to me as CEO of the parent company, Record plc, but who have their own budgets and aspirations for the future. More details are set out below in our Succession section, but the subsidiaries are Record Currency Management Limited, Record Asset Management GmbH (“RAM”), Record Currency Management (US) Inc., Record Group Services Limited and Record Digital Asset Ventures Ltd (“Record Digital”). This structure is not there simply to complicate things, but to give regulatory support and oversight and create effi ciency, while allowing for agency and autonomy for each of the subsidiary CEOs. Modernisation After a few years of using a “renovating the house while we are living in it” analogy it now feels the right time to retire that rather tired phrase, as the house is now open for new guests and looking very much more attractive and modern than it did previously. We see IT under the leadership of our CTO as central to our shared services concept and indeed to our whole business, and will continue to develop and invest in this area. It has been a complex journey but I am happy, indeed amazed, to say we managed to stay on budget and on target for deliverables, which is a real tribute to the whole team. This is a signifi cant achievement which has been marked by the recent launch of our new Record platform (“R-Platform”) which went live post year-end and the rollout of our new Reporting suite, as well as signifi cant enhancements to the scope of our trading activities. With this we can unlock scale, effi ciency and ensure happy clients going forward. I am thrilled with it. 8 Record plc Annual Report 2023 Chief Executive Offi cer’s statement I have now been CEO for three years and am happy to report encouraging progress in each of the three pillars of the revitalising strategy I set out for the business when I took on the role. Leslie Hill Chief Executive Offi cer Revenue £44.7m +27% FY-22: £35.1m Profi t before tax £14.6m +34% FY-22: £10.9m Record plc Annual Report 2023 9 Chief Executive Offi cer’s statement Succession New subsidiary CEOs – as my focus shifts to working closely with our new Chairman in further building and leading the Record Financial Group from the top, our new subsidiary CEOs, Dr Jan Witte and Rebecca Venis, are already heading up Record Currency Management and Record Digital respectively and our investors will see more of them this year. I’m also excited by the future plans we have for new leadership of our Emerging Market Sustainable Finance family, upon which we hope to give further information in FY-24. These changes are a testament, not only to the talents of these individuals, but also to my commitment with the Board to promoting, training and off ering opportunities for leadership and share ownership to more and more of our colleagues as we build this 40-year-old stable and experienced currency manager into a real multi-asset manager for the 21st century. Financial performance We continue our focus on growing the business through diversifi cation and modernisation, and it’s testament to the hard work of the management team and all of our colleagues that we are reporting impressive growth again this year in both revenue and profi t, of 27% and 34% respectively. The balance between maintaining good cost control and ensuring that the business has the appropriate level of resource to support its growth trajectory has proved even more challenging through this year due to the high infl ationary environment and cost pressure seen across the whole of our business. Inevitably we have seen a consequent rise in our cost base for FY-23, which will be carried forward into the current fi nancial year (FY-24), where we can expect to see the full-year impact. Whilst this may have inhibited growth in our operating margin somewhat this year, we remain confi dent that the current strong pipeline of opportunities in both our currency and higher revenue-margin and more scalable asset management products into FY-24 will serve to counter this impact over the next couple of years. Outlook The next phase of our development of Record is to reap some of the rewards of our modernisation and diversifi cation. The soil has been fertilised over the last few years, and the new plants well heeled in. For quite some time they have been putting down roots and like any young tree more has been going on under the surface than on the top. As was clear at our Capital Markets day recently, the next phase should see some new revenue from our diversifying strands at RAM and Record Digital as well as continued work to scale our currency business. This continues our theme of diversifi cation and modernisation, while our recent promotions carries on our theme of succession planning for the long-term future. We will continue to keep a close watch on costs but drive forward with our three-year plan. Leslie Hill Chief Executive Offi cer 29 June 2023 S T R A T E G I C R E P O R T G O V E R N A N C E F I N A N C I A L S T A T E M E N T S A D D I T I O N A L I N F O R M A T I O N 10 Record plc Annual Report 2023 Business model Our purpose Our resources Our strategy Record was born of an idea that no one else in our industry had: Currency Overlay, which led to the signing of the world’s fi rst Currency Overlay mandate in 1985. Four decades later, we purposefully continue to harness trends, ignite ideas and spark innovation, with intellectual, inquisitive and diverse thinking. And we apply this never-standing-still approach to all our specialist partnerships and solutions. This way, we stay one step ahead for our clients. Client relationships We forge strong, collaborative and long-standing client relationships acting as a trusted adviser, underpinned by a deep understanding of each client’s opportunities and investment objectives. Expertise and partnerships We are experts in FX and derivatives products and markets and we use this in collaboration with our expanding network of like-minded specialist partners to build unique solutions for our clients across the asset management universe. Technology and innovation We continually invest in the modernisation of our systems and technology to help us innovate and to ensure we achieve scalable, robust and effi cient delivery of our products and services for our clients. Financial strength Record is a highly cash-generative, asset-light business with a strong balance sheet and a disciplined and rigorous approach to capital management – strengths which have guided us through various and challenging market cycles over 40 years in business. Values and culture Strong values and a culture built over 40 years underpin the way we work, guiding our behaviour, operations and communications in everything we do. Our strategy is focused on accelerated growth supported by the following three pillars: Modernisation Investing in new technology is essential for ensuring our business remains competitive and innovative. It gives greater fl exibility to adapt to changes in markets and investor appetite, whilst providing more effi cient working practices and scalable solutions. Diversifi cation Our expertise in collaboration with like-minded partners combines to provide innovative solutions that fulfi l specifi c investor objectives. Successful diversifi cation spans every aspect of our business: people, products, client types and geographies, specialist skill sets and alternative markets. Succession As our business moves into a new era, it remains vital for our future success that key individuals are retained and encouraged to become long-term employees and equity holders in Record. See more on pages 18 to 21 Record plc Annual Report 2023 11 Business model Our fi nancial model Benefi ts to our stakeholders The business is highly cash-generative with a robust balance sheet and strong capital position. A rigorous and disciplined approach to capital management allows the business to reinvest for growth and to drive shareholder value and returns. The Group holds no external debt. Cash generation Our highly cash-generative business model allows us to remain independent, self-fi nancing with no external debt. We use the cash generated to reinvest into the business in the pursuit of growth in line with our strategy, to ensure the day-to-day expenditure requirements of the business are met, and to return surplus cash to our shareholders in the form of dividends or share repurchases. Net cash infl ow (before tax) from operating activities: £14.7 FY-22: £12.7m +16% Returns to shareholders – total dividends per share: 5.18p FY-22: 4.52p +15% Clients In all respects, we are a client-led business. We listen to our clients, understand their investment objectives and, using our expertise alongside that of our chosen partners, deliver innovative products and services and the highest levels of client service. People Our people make our business great and are championed for their intellectual diversity, passion and dynamism. We are committed to ensuring that our culture openly reﬂ ects our values and to creating the best possible working environment where our people can thrive. Society Providing support for local community-led projects and charitable causes. Environment Reduced environmental impact – we have committed to reduce our own carbon emissions and to develop impactful and sustainable investment solutions alongside our clients and partners. Shareholders To ensure the long-term success of the Group and to deliver enhanced shareholder value through growth in fi nancial performance and progressive and sustainable capital distributions. See more on pages 37 to 39 S T R A T E G I C R E P O R T G O V E R N A N C E F I N A N C I A L S T A T E M E N T S A D D I T I O N A L I N F O R M A T I O N 12 Record plc Annual Report 2023 Products and distribution We aim to forge long-term partnerships with clients, acting as their trusted adviser to fully understand their investment objectives in order to develop effective solutions. Strategic approach Record’s strategic sales objective is to drive accelerated revenue growth diversified by product, geography and client type. It aims to achieve this objective with a sharp focus on the following four areas: • a broad range of flagship products (which are “best-in-class” amongst their respective competitors); • strategic partnerships with our clients, offering the highest levels of client service, and close strong relationships with other service providers including third-party fund managers; • flexible infrastructure to deliver solutions to clients in the most efficient manner possible; and • a regional focus by product. Flagship products Record has been a specialist currency manager for 40 years and continues to put tailored currency solutions at the core of our offering. These are now complemented by best-in-class asset management offerings, with the range of yield products expected to grow over time. The Record EM Sustainable Finance Fund (“EMSF”), which we successfully launched in June 2021 in collaboration with UBS Wealth Management, continues to substantially outperform its peers. Our ability to actively manage the portfolio in a variety of ways has allowed for outperformance both through the EM sell-off following the invasion of Ukraine and during the “risk-on” environment of the recovery in asset prices in early 2023. The EMSF’s robust portfolio construction makes it an attractive alternative to conventional EM Debt for investors across the spectrum. Dynamic Hedging has been at the heart of Record since inception and it continues to go from strength to strength, adding two new North American clients over the year. While the management of the product has evolved over half a decade from a pure systematic strategy to a one-stop FX risk advisory service with systematic asymmetry at its core, its appeal remains enduring as currency volatility has returned to markets. An increased focus on currency risk from investors in private market assets has been a key part of the drivers behind the surge in interest in currency risk management from alternative asset managers. Record’s highly tailored and differentiated offering in the space combines best- in-class infrastructure, relationships and operational risk management with an unparalleled depth of expertise in the design and ongoing management of hedging programmes where there is limited liquidity. A new addition to the line-up in asset management, GP Stakes, recently launched in April 2023, is unquestionably a market-leading strategy that is generating significant interest from existing clients as well as prospects, particularly in the family office arena. At its core is a strategy that allows investors to participate in the decade-long trend of growth in private markets by participating in the high profit margins generated by alternative asset managers through management fees, carried interest and enterprise growth. This is complemented by innovative product design which mitigates the J-curve and allows for high levels of vintage diversification, while structuring for liquidity and rapid deployment of capital, sticking points in traditional closed-end drawdown vehicles. Partnership We have made good progress in developing solutions in partnership with our clients and selected third-party managers in order to deliver highly tailored outcomes that solve a specific investment objective. As before, our role can encompass any number of initiator and structurer, distributor, portfolio manager, and currency hedger. These opportunities arise from the trusted partner status our clients bestow upon us in recognition of the exceptional client service they receive and our sales and investment teams’ flexibility and attention to detail. The upcoming launch, anticipated in the second quarter of FY-24, of a Protected Equities product for a multi-family office client provides a good example of this approach. The strategy combines a multi-factor active global equity approach with a tail risk hedging solution to protect against significant drawdowns. The product was launched under Record’s newly established Luxembourg Fund Umbrella. The investment thesis is brought jointly by the client and Record and relies on Record’s portfolio management expertise for delivery. This will be complemented by joint distribution with the family office. Expert sub-investment advice is additionally provided by two carefully selected third-party managers, both from the US, who will deliver to a tightly specified mandate in order to meet the client’s goals. Record plc Annual Report 2023 13 Products and distribution Another example of this partnership approach has been in digital lending where, in partnership with Fasanara Capital, the leading specialist in the field, we have been able to win three mandates, each with their own unique investment objectives. These have been delivered in either commingled funds or funds-of-one where Record has played the role of distributor as well as adviser for the clients. In one case, this mandate has been delivered in collaboration with a leading UK Investment Consultant. A contrasting example of partnership is a regional partnership with Khalij Group, a Middle East-focused, UK Sharia finance specialist. In collaboration, we are working together to deliver our flagship products in Sharia compliant forms, unlocking an underserved investor base as far as alternative assets are concerned. Delivery infrastructure In line with the corporate focus on modernisation, a key part of the sales strategy has been ensuring that Record has cutting-edge infrastructure with which to deliver mandates. Some of this critical work goes on behind the scenes to ensure best-in-class operational risk management and reporting to our clients, but certain projects are more visible. Key amongst these is the addition this year of our own Luxembourg SICAV-RAIF Fund Umbrella, overseen by top tier service providers. This allows us the flexibility to deliver investment solutions in the most effective way for clients, whether that is as a commingled fund or a fund-of-one, an SPV or a note. It also empowers us to bring together the best of our in-house management capabilities with the expertise of selected third parties to deliver products in a seamless client experience. Finally, our clients benefit from world- class service providers and cost-efficient implementation due to keenly negotiated rates and effective workstreams. Another step forward has been the addition of an outbound sales team, casting the net more widely given the broader appeal of Record’s new flagship products and aiming to build the brand better amongst the smaller end of the institutional investor community including private banks, wealth managers and family offices. Regional product focus Recognising the breadth of Record’s offering across both currency and asset management and beyond, means that focus and discipline, as well as flexibility, is critical for our sales team in order to bring success. Additionally, understanding the different investment challenges facing our clients in different regions is key to a tailored sales strategy that focuses on products most likely to appeal in that market. In North America, the focus over the coming year is on active currency products, Dynamic Hedging and Currency for Return. The former has seen inflows over the past year of $4.2 billion and is appealing in the current uncertain investment climate. On the other hand, the uncertainty as well as secular trends such as deglobalisation have driven increased currency volatility and therefore opportunity to add uncorrelated return. This is driving interest in the asset class higher than we have seen for almost a decade, both amongst those currently allocated and those interested to explore the space for the first time. In the UK and Europe, hedging for asset managers is one key topic that the team will be focused on. With the number of local currencies as well as the higher currency literacy amongst investors, European asset managers are often interested in understanding how a specialist service can allow them to add value, decrease risk and free them to focus their time better. The other area of focus in Europe is the asset management products including GP Stakes and Digital Lending. The former is relatively new in Europe and attracting widespread attention while the latter is more established, breaking out of the niche and into the mainstream. Finally, EMSF will be a key sales target in all jurisdictions, building on the formidable track record and investors’ growing confidence in Emerging Markets further into 2023. The approach will vary significantly by region in accordance with cultural norms and investor preferences as we look to establish the reputation of the product as a market leader. STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 14 Record plc Annual Report 2023 Products Record provides bespoke solutions and delivers best-in-class services in order to meet our clients’ needs. Many of these solutions revolve around a number of core products and services, delivered both in-house and with select partners in order to deliver the best results for our clients. Currency Management With currency management experience going back four decades to the founding of the firm, currency management products and solutions still comprise the largest portion of Group AUME and a key part of our offering going forward. Passive Hedging Passive Hedging mandates have the cost-effective reduction of currency risk as their sole objective. This is achieved through symmetrical and unbiased elimination of currency exposure from clients’ international portfolios. The core Passive Hedging product delivers execution and operational expertise to a greater extent than investment judgement. Clients benefit from best execution, custom benchmarks, optimised exposure capture, management of cash flows and a complete reporting suite, including regulatory reporting. Enhanced Passive Hedging The Enhanced Passive Hedging product builds on the core product and recognises the opportunities presented for adding value by taking advantage of structural inefficiencies and behavioural changes arising in FX markets. It requires continuous monitoring, investment judgement and specialised infrastructure to identify the opportunities and then to take advantage of them with a structured and risk- managed approach. Hedging for Asset Managers A robust and growing area of business at Record, our Hedging for Asset Managers product is an extension of our core Passive Hedging with specific focus on programme design for liquidity management and performance reporting. The former delivers value to clients, typically investment funds, which have limited liquidity on account of the underlying private investments, enabling them to deliver risk management solutions to their end investors without compromising on returns. Dynamic Hedging Record’s Dynamic Hedging product is an alternative to Passive Hedging and has cash flow minimisation as well as generating value as dual objectives in addition to volatility reduction. The Dynamic Hedging product seeks to allow our clients to benefit from foreign currency strength while protecting them from foreign currency weakness relative to their own base currency. Value is generated entirely through the asymmetric reduction of pre-existing currency risk. Currency for Return The Currency for Return suite includes strategies such as Carry, Emerging Markets (both Long/Short and Long-only), Momentum, Value, Developed Market Classification, and Short Volatility, either on a standalone basis or in combination with one another as Currency Multi-Strategy to meet clients’ objectives. Clients receive a diversified return stream which performs well under a variety of market conditions and reduces the correlation of their currency programme to other asset classes. Record EM Sustainable Finance Fund (“EMSF”) The EMSF product can serve as an EM debt replacement or an enhanced fixed income product for investors looking for yield, reimagining the exposure to credit, duration and currency risk normally seen within the asset class. EMSF invests in emerging and frontier market currencies, and multi-lateral development bank bonds, engaging with the intermediary counterparties on ESG. The EMSF product is categorised as Article 8 under the European Sustainable Financial Disclosure Regulation for its promotion of social characteristics. Developing economies often rely on loans denominated in foreign currencies to progress; however, currency volatility can act as a major barrier to the development of domestic capital markets and the creation of economic wealth. The costs of insuring the currency risk can be high and subject to large fluctuations, leaving local businesses and communities unprotected and vulnerable. The number of affected emerging market countries is vast, creating a large and diversified target universe for the fund. Record plc Products Annual Report 2023 15 The Group’s current suite of core products and services includes: Currency Management, Asset Management and Other related Products and Services. Asset Management Record’s expansion into broader asset management space over the past couple of years represents the latest evolution in our client focus, offering solutions and products to help our clients address the investment challenges they face outside the pure FX arena. Here, Record’s approach follows two pathways, one purely focused on distribution, the other incorporating investment management as well. Asset management did not generate any material revenue reportable for FY-23. Material new revenue streams derived from Record’s diversification into asset management products and services will be reported separately from the current financial year (FY-24) onwards. The products and services available going forward have been disclosed below. Investment Management General Partner (“GP”) Stakes The GP Stakes product invests in minority equity stakes in alternative asset managers, across private asset classes including private equity, private credit, infrastructure and real estate. By investing in the GPs directly as opposed to their funds, our clients participate in their management fee income, their carried interest, balance sheet investments in the form of yield, as well as any growth in the enterprise value of those managers. Due to the diversified nature of the product, investors benefit from the broader growth trend of private markets within the investment universe. Protected Equities The Protected Equity product uses a well-tested multi-factor approach to select a broadly diversified portfolio of international public equities, expected to deliver out performance in a variety of market conditions. Additionally, the strategy incorporates tail-risk hedging positions designed to deliver strong outperformance in extreme market drawdowns, contributing to enhanced long-term returns. Distribution Digital Lending The Digital Lending product exploits the disintermediation of the banking sector by technology to deliver stable yields from the real economy. The product invests in a diversified portfolio of short-dated loans to corporates and consumers originated through over 100 specialist fintech platforms. The portfolio is exceedingly granular with hundreds of thousands of line items. Credit due diligence is performed by AI technology overseen by an experienced investment team. Trade/Receivables Finance The Receivables Finance product funds the Asian supply chains of blue chip Western corporations, offering investors attractive yields for low credit risk. The invoices are purchased from the manufacturers once goods are delivered and payment comes directly from the investment grade obligor. The short duration of invoices allows investors liquidity on an up to weekly basis. STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 16 Record plc Annual Report 2023 Products continued Other Products and Services includes more bespoke mandates tailored to individual client requirements, plus specialist derivative overlays and other ancillary services. Other Products and Services Multi-product Multi-product mandates are bespoke and combine two or more elements which cannot readily be separated for reporting purposes. Typically, these have been Currency Management mandates with both risk-reducing and return-seeking objectives. Cash and other Record also provides services including cash and liquidity management, and collateral management either on a standalone basis or in support of other mandates. Information on product investment performance is given in the Operating review section (pages 40 to 43). Derivative overlays Record’s derivative overlays typically take one of two forms: return-seeking or risk management and replication. Both build on Record’s long-standing expertise in the derivative space and well-established trading infrastructure. Return-seeking derivative overlays are truly discretionary and have focused on extracting value from alternative risk premia and mispricings in the interest rates and infl ation markets in order to generate uncorrelated returns. Risk management and replication derivative overlays are typically tailored to each client, addressing a specifi c challenge that the client faces, and most typically use equity, credit and interest rates derivatives. Record plc Annual Report 2023 17 Products continued The Group has set up Record Digital to identify future opportunities for growth and diversifi cation in the digital asset sector. Record Digital Asset Ventures (“Record Digital”) Record is focused on growing a diversifi ed and sustainable business for the long term. The world of digital assets and the new and enabling technologies will continue to have a major impact on all fi nancial service sectors, potentially transforming existing sectors and creating new ones in the future. The sector is still young but continues to grow, and we believe that the speed of change and the rate of technological innovation cannot and should not be ignored by any business serious in its aim in future to provide modern and innovative products in the fi nancial services sector. Record Digital was set up as a separate group entity within the Record Financial Group to track, learn and identify opportunities for future diversifi cation and growth in this sector to help to ensure the sustainability of the business going forward. The strategy in this respect was to set aside capital to invest (initially £2 million), used to establish a network of talent, subject-matter-experts and partners to work with. In doing so, we are able to co-invest alongside our partners and to take advantage of their size, scale and due-diligence operations. Whilst the project is still early-stage, at the end of FY-23 approximately 75% of the capital has been committed into a mix of small direct investments, and investment funds investing in start-up and early stage technology and digital asset companies. More importantly at this stage, the strategy has allowed us to build a growing network of expert partners with a deep understanding of the sector. This off ers great potential for us to work in partnership and take advantage of existing synergies, leveraging their knowledge, expertise and connections alongside our own knowledge, regulatory and operational expertise in the development of future products and services. Our focus continues on building our knowledge and understanding in this sector, and in developing our partnerships; one example of which is provided below: Block Scholes aims to be the ‘Bloomberg of Digital Assets’, delivering institutional-grade analytics, data and a research platform to clients including regulated digital asset banks. Apr 21 Introduced Jan 22 Record Digital invests in Block Scholes Nov 22 Record becomes a client of data and research Dec 22 FCA approved Tied Agency with Record Jan 23 Record Digital supporting with latest investment round S T R A T E G I C R E P O R T G O V E R N A N C E F I N A N C I A L S T A T E M E N T S A D D I T I O N A L I N F O R M A T I O N 18 Record plc Annual Report 2023 Strategy Our strategy is focused on accelerated growth achieved through our three strategic priorities: Modernisation, Diversifi cation and Succession. Modernisation Diversifi cation Succession The continued modernisation of our business is key to our future security and commercial success. Investing in new technology is essential for ensuring our business remains competitive in the fundamental areas of product innovation, client servicing and productivity. It allows us greater ﬂ exibility to adapt in response to changes in markets and investor appetite, whilst providing more effi cient working practices and scalable solutions. Diversiﬁ cation of our business is critical to our growth strategy as we move from a niche currency and derivatives manager to becoming an alternative asset manager. Our expertise in currency and derivatives, married with that of our specialist partners, allows for the development of innovative and structured solutions that fulﬁ l speciﬁ c investor and market requirements, including impactful and sustainable investment products. The key to achieving successful diversiﬁ cation includes achieving diversity across all aspects of our business, including our people, products, client types and geographies, specialist skill sets and alternative markets. We are fundamentally a people business with a focus on nurturing and developing existing members of our team, whilst attracting future talent to bring new and diverse skills and ideas to the business. As our business moves into a new era, more opportunities arise for developing the future talent and senior management of the Group and it is vital for our future success that these individuals are retained and encouraged to take more responsibility, add value and become long-term employees and equity holders in Record. Our strategy recognises the strengths and expertise of our business built over 40 years, and combines this with the adoption of modern technology and diff erentiated skill sets through collaboration with like-minded, specialist partners. This approach allows us to off er our clients unique, opportunistic and sustainable solutions to meet their diff erentiated investment objectives – solutions which are highly valued and well rewarded. We use our long-standing and trusted adviser relationships with current clients as an opportunity to collaborate and develop new ideas alongside willing participants. Collaboration with our partners gives further opportunity to expand our client base and relationships. The ability for us to connect to modern, third-party systems as opposed to using in-house systems development has both strengthened and diversifi ed our business, leading to more robust and effi cient processes. Technology continues to evolve at pace and our investment in technology and modernisation will continue to evolve alongside, ensuring our aim of remaining a high-quality, innovative, client and technology-led business continues to adapt accordingly. Record plc Strategy Annual Report 2023 19 Modernisation We invest in technology to enhance client experience, support scalable, secure and effi cient solutions, and to diff erentiate our business. Client experience Record platform (“R-platform”) R-platform is a client and business-facing portal, initially focused on the automation of FX trade order execution, and ultimately aimed at the provision of an automated passive hedging service and an enhanced client reporting experience. Investment in technology and solutions to enhance scalability and security Innovation and investment in technology is fundamental to the continued growth and success of the business. Technology is an enabler of new ideas, provides scalability of products and services, and security of data and systems. Record acknowledges the transformative power of technology as a driver of business growth, and embraces technological change. Recent examples of technology solutions used to enhance the business are given below. Microsoft Azure • Scalable & secure data storage • Cloud computing platform, enabling scalable build, deployment and management of services and applications • Access to latest services and technologies Microsoft Power BI • Connect and transform data sources with custom visualisations • Enable self-service, and Client’s access to own data, enhanced service off ering • Scalable, cost eff ective solutions Xceptor • Data transformation and automation platform • Integration with application and services to create end-to-end automated workfl ows • Enable scale and drive ROI S T R A T E G I C R E P O R T G O V E R N A N C E F I N A N C I A L S T A T E M E N T S A D D I T I O N A L I N F O R M A T I O N 20 Record plc Annual Report 2023 Strategy continued Diversifi cation Product diversifi cation is one of the three strategic priorities for the Group. Key to the Group’s aim of growing its asset management products and services is the building of partnerships with product experts and other specialist providers in the fi nancial services sector, to collaborate on new products and services to suit current and future clients’ needs. The development of the GP Stakes and Protected Equities products are two recent examples of where Record’s collaboration with third-party specialist providers has resulted in new products, and the business is focused on growing these funds and building new products for launch in the current fi nancial year (FY-24). Our Partners Siegfried Capital Partners • AUM: USD 2.4 billion • Specialisation: trade fi nance strategies CAZ Investments • AUM: USD 4 billion • Specialisation: private equity and private credit Fasanara Capital • AUM: USD 3.7 billion • Specialisation: multi- asset niche products including alternative credit digital lending and digital assets Avantis Investors • AUM: USD 13 billion • Specialisation: systematic equity investing AGL Credit Management L.P • AUM: USD 12 billion • Specialisation: bank loan-based investment off erings Universa Investments L.P • AUM: USD 18 billion • Specialisation: options strategies and risk mitigation Record plc Annual Report 2023 21 Strategy continued Succession Succession planning and continuity remain a key focus for the Group. S T R A T E G I C R E P O R T G O V E R N A N C E F I N A N C I A L S T A T E M E N T S A D D I T I O N A L I N F O R M A T I O N Succession planning a key strategic priority for the business. Record has built strong, long-term and trusted relationships with clients over its forty-year history, with a reputation for professionalism, innovation and for caring about its clients and employees. This culture has been at the core of our success and longevity, which is why the correct succession plan is fundamental to the future and to our next forty years in business. David Morrison Chair-elect – Record plc Forty years after founding the business in 1983, current Chair, Neil Record, announced his retirement in March 2023, and will step down from the Board at the AGM in July. Neil’s successor, and current Chair-elect and Non-executive Director, is David Morrison. David has previously served on the Record Board, including as Senior Independent Director, and therefore brings extensive knowledge of the business alongside his expertise in leadership and in delivering strategic growth throughout his career both in venture capital and at Board level in several private and public companies. Jan Witte Group Global Head of Sales and subsidiary CEO of Record Currency Management Limited Jan joined Record in 2012, and quickly moved through the ranks to become Head of Quantitative Research and Head of Sales for Europe, followed by promotion in 2021 to become Group Global Head of Sales. With his extensive knowledge and expertise built over 11 years at Record, Jan was promoted to the role of CEO of Record Currency Management Limited, with eff ect from 1 May 2023. Jan takes this responsibility from Leslie Hill, allowing Leslie’s full focus to be concentrated on delivering the Group strategy at Record plc Board level. Rebecca Venis Group CTO and subsidiary CEO of Record Digital Becky joined Record in 2016, and as CTO is responsible for the running and modernisation of Record’s technology systems and controls. Becky has a natural curiosity and enthusiasm with respect to the opportunities off ered through growth in the digital assets sector and the associated technological innovation. Consequently, Becky was the perfect choice to take responsibility for running Record Digital as appointed CEO. 22 Record plc Annual Report 2023 Key performance indicators Measuring our performance against our strategy. Financial KPIs Revenue (£m) For the fi nancial years up to and including FY-23, revenue has been earned predominantly from the provision of currency management services in the form of management fees and performance fees. From FY-24 onwards, revenue will include the new revenue streams arising as part of the diversifi cation into asset management products and services. Operating profi t margin (%) Basic earnings per share (“EPS”) (pence per share) Operating profi t margin is an alternative performance measure, calculated by dividing operating profi t by revenue. The Group aims to create shareholder value over the long term, delivered through progressive and sustainable growth in EPS. 2023 2022 2021 2020 2019 44.7 2023 32 2023 5.95 35.1 25.4 25.6 25.0 2022 2021 2020 2019 31 2022 4.52 24 2021 2.75 30 2020 32 2019 3.26 3.27 Why this is important Revenue is a key indicator of client experience, growth and a key driver of profi tability. Growth in AUME, especially into Record’s higher revenue-margin products, resulted in a 12% increase in management fees. Revenue also includes performance fees, which increased by £5.3 million to £5.8 million (2022: £0.5 million). Why this is important EPS measures the overall eff ectiveness of the business model and drives both our dividend policy and the value generated for shareholders. Similarly to operating profi t, EPS has increased this year as the benefi ts from the implementation of the new strategy begin to deliver results in fi nancial terms. Why this is important Operating profi t margin is an indicator of the effi ciency of the business in turning revenue into profi t. Infl ows into higher revenue-margin products in addition to effi ciencies seen from the adoption of technology in operational areas both contributed to the increase in operating margin to 32% for the year. The Group aims to increase the operating profi t margin over time through investment in resources and technology to maintain its premium products and services, whilst increasing operating effi ciency and developing more diversifi ed revenue streams in higher-margin products. Link to strategy Link to strategy Link to strategy Diversifi cation Diversifi cation Diversifi cation Modernisation Modernisation Modernisation Succession S T R A T E G I C R E P O R T G O V E R N A N C E F I N A N C I A L S T A T E M E N T S A D D I T I O N A L I N F O R M A T I O N Record plc Annual Report 2023 23 Key performance indicators The Board uses both fi nancial and non-fi nancial key performance indicators (“KPIs”) to monitor and measure the performance of the Group against its strategic priorities. Some KPIs link to specifi c strategic areas as noted below, whilst others represent higher-level key metrics in terms of the Group’s business and fi nancial performance. Dividends per share (“DPS”) (pence per share) Our dividend policy targets a level of ordinary dividend within the range of 70% to 90% of annual earnings, and which allows for progressive and sustainable dividend growth in line with the trend in profi tability. Ordinary Special 2023 2022 2021 2020 2019 2.30 2.30 2.30 4.50 2023 0.68 3.60 2022 0.92 2021 0.45 2020 0.41 2019 0.69 Why this is important Progressive and sustainable dividends illustrate the cash-generative nature of Record’s business, and its strength in converting profi ts into cash and providing a suitable return to shareholders. The ordinary dividend per share has increased by 25%, refl ecting the Board’s confi dence in the ability of the business to deliver its strategy and to achieve sustainable growth. The special dividend per share of 0.68 pence, results in a 15% increase in total dividends to 5.18 pence per share (2022: 4.52 pence per share). Link to strategy Diversifi cation Modernisation Succession 24 Record plc Annual Report 2023 Key performance indicators continued Measuring our performance against our strategy. Non-fi nancial KPIs AUME ($ billion) As a currency and derivatives manager, Record manages only the impact of foreign exchange and not the underlying assets, therefore its “assets under management” are notional rather than real. To distinguish this from the AUM of conventional asset managers, Record uses the concept of Assets Under Management Equivalents (“AUME”) and by convention this is quoted in US dollars. Client longevity (%) Client longevity measures how long Record has been providing either currency and derivative, or asset management, services to each client with a mandate active as at 31 March 2023. Average number of employees The average number of employees through the year includes Non-executive Directors. 2023 2022 2021 2020 2019 87.7 >10 years: 20% 83.1 6-10 years: 11% 80.1 3-6 years: 58.6 57.3 1-3 years: 0-1 year: 2023 2022 2021 2020 22% 23% 24% 2019 88 82 83 82 85 Why this is important AUME is an alternative performance measure and further detail on how it is defi ned is provided on page 42. AUME is a key driver of future revenue and an indicator of business growth. AUME increased by 5.5% for the year, including net infl ows of $9.1 billion diversifi ed across product lines. Why this is important Client longevity is both an indicator of recent client growth, and also of the Group’s success in sustaining quality client relationships through investment cycles. Building long-standing and trusted adviser relationships with clients provides opportunities for collaboration and partnerships on new and innovative investment products. Why this is important Average employee numbers is an indicator of business growth and also of how eff ectively the Group is using technology to make processes more effi cient. Implementing the new strategy has necessitated new skill sets in the business, which has brought additional knowledge and experience into the Group required to drive innovation and the diversifi cation into new products and technology. Link to strategy Link to strategy Link to strategy Diversifi cation Diversifi cation Diversifi cation Modernisation Succession Modernisation Succession Record plc Annual Report 2023 25 Key performance indicators continued S T R A T E G I C R E P O R T G O V E R N A N C E F I N A N C I A L S T A T E M E N T S A D D I T I O N A L I N F O R M A T I O N Staff retention (%) Staff retention is calculated as the number of employees who were employed by Record throughout the period as a percentage of the number of employees at the beginning of the period. Employees with equity interest (%) The percentage of employees who own shares in Record plc at year end. 2023 2022 2021 2020 2019 90 2023 74 2022 90 2021 81 84 2020 2019 63 61 68 69 70 Why this is important Planning for generational change is key to the Group’s strategy. A decrease in staff retention in the prior year refl ects the focus on rebalancing the skill sets required by the business to drive the innovation and growth required to deliver the strategy. FY-23 has seen a return to retention more aligned with historical trends, refl ecting the successful restructure as part of the Group’s succession plans. The Group remains cognisant of ensuring the retention and development of key talent as well as the factors aff ecting all of our employees’ wellbeing. Why this is important The alignment of employee interests with those of our shareholders is an important factor in ensuring the longer-term success of our business and is an important tool in managing generational change. The decrease last year was linked to changes made under the new strategy resulting in a higher turnover of staff and consequently a short-term decrease in employees holding shares. The Group’s remuneration structure includes schemes with both mandatory and voluntary equity participation, refl ecting the importance the Group places on alignment. Link to strategy Link to strategy Diversifi cation Succession Modernisation Succession 26 Record plc Annual Report 2023 Sustainability Sustainability encompasses many aspects of business operations, including both strategy and investment as well as business practice, community engagement and our workforce. In conducting its business operations, the Group has a responsibility to its stakeholders and the environment. Sustainability pillars: Responsible investment See more on pages 28 to 29 Our people See more on pages 30 to 32 Climate action See more on pages 33 to 36 Record plc Annual Report 2023 27 Sustainability Responsibility for sustained and meaningful progress within the area of sustainability lies with our Sustainability Office. The Sustainability Committee is a broader committee that seeks to gather ideas and recommendations from across seniority and teams within the business, as well as taking responsibility for implementing sustainability initiatives. The committee is comprised of officer roles which represent key areas of sustainability. The officers work closely with the Sustainability Manager to make progress on defined ESG objectives and to provide updates on progress in committee meetings. The Sustainability Manager is responsible for driving progress against the sustainability strategy, taking recommendations and proposals to the SSO and implementing actions as approved. The Sustainability Manager acts as conduit between the Sustainability Committee and the SSO, co-ordinating sustainability efforts and aligning goals across the Group. Governance Responsibility for sustained and meaningful progress within the area of sustainability lies with our Sustainability Office. The Office is constructed of the Record plc Board, the Senior Sustainability Office (“SSO”) and the Sustainability Committee. The Record plc Board delegates accountability for the Group sustainability strategy to the SSO, which is comprised of key senior leaders who take responsibility for setting the sustainability strategy and proactively integrating sustainable practice across the business. The SSO meets every two months to review and make decisions on key ESG issues and receives regular updates and points for discussion from the Sustainability Manager and the Sustainability Committee. The SSO is in direct communication with the Record plc Board, ensuring it has complete oversight into key decisions and is aware of progress towards sustainability goals and targets. This year we provided a two-part training programme for our Board members to better equip them to oversee the adoption of our sustainability strategy. Sustainability organisational chart Record plc Board Oversees Reports to Senior Sustainability Office (“SSO”) Chief Executive Officer Head of Macroeconomic Research Chief Investment Officer Head of Trading Global Head of Sales Sustainability Manager Head of Human Resources and Company Secretary Advises Sustainability Committee STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 28 Record plc Annual Report 2023 Sustainability continued Responsible investment Record has identified responsible investment as an essential prerequisite to successful, resilient and prudent investment management. Philosophy Record has identified responsible investment as an essential prerequisite to successful, resilient and prudent investment management. Our Responsible Investment policy communicates our approach and is embedded into our portfolio management and monitoring processes (see our Responsible Investment policy for more detail). As part of our drive to incorporate ESG factors into active currency products, Record has worked in collaboration with Oxford- based researchers to extend the boundaries of ESG beyond its existing base in equities and bonds, to encompass the currency markets. This manifested in the creation of one of the first ESG Emerging Market Currency for Return strategies in 2018, and has continued to evolve since into a focus on sustainable investment with impact. Collaboration Record is actively exploring ways to collaborate with external parties, including clients who might wish to apply the methodology to reflect their own specific preferences and views on various elements of sustainable finance. Record’s research is ongoing, responding to improvements in available data, as well as developing and improving on its own strategies and building and innovating new approaches to maintain its place at the forefront of research in such a fast-developing space. We purposefully seek to diversify our product offering through working with third parties. Our aim is to develop and identify unique investment opportunities both within currency and potentially across other asset classes, as we did in the development of the Record Emerging Market Sustainable Finance Fund. Record is proud to have been a signatory since 2018 to the United Nations Principles for Responsible Investment (“UN PRI”), the world’s leading proponent of responsible investment, having been one of the first specialist currency asset managers to sign up. We have committed to their six principles for responsible investment, aimed at integrating ESG into investment decisions and reporting on progress. Record Emerging Market Sustainable Finance Fund (“EMSF”) During 2020, Record continued to pioneer research in this space, developing an Emerging Market Sustainable Finance product that combines strategic investment in currencies, impact bond collateral and counterparty engagement to nurture and enhance development in the currency universe countries. This research culminated in the successful launch of the EMSF in June 2021, in collaboration with one of our partners, UBS Global Wealth Management in Switzerland. Currency The EMSF strategy aims to stabilise currencies, which in turn can facilitate development and harness the growth potential in developing countries, in accordance with the academically supported theory that EM currency stability is a key prerequisite for equitable and sustainable economic and social development. More directly, it seeks out bespoke peer-to-peer (“P2P”) trade opportunities to absorb FX risk from development institutions or other like-minded impact market participants. Record plc Annual Report 2023 29 Sustainability continued S T R A T E G I C R E P O R T G O V E R N A N C E F I N A N C I A L S T A T E M E N T S A D D I T I O N A L I N F O R M A T I O N Correctly deployed, currency is an essential tool in contributing to sustainable development in less-developed economies and in creating a lasting positive impact. This is achieved via two channels: the Stabilisation Factor and the Capital Incentive Factor. The fund also seeks to widen the universe of currencies, extending to more illiquid currencies in order to broaden the scope of impact. Fixed income In 2019 Record began using its own capital to invest in Impact Bonds, organised through international and regional multilateral organisations which align with the UN Sustainable Development Goals (“SDGs”). Record believed this would not only aid development and achieve impact, but also presented an opportunity to gain experience in dealing, holding and reporting on Impact Bonds which underscored the fi xed income component of the EMSF. The fi xed income strategy is a long-term buy-and-hold investment that targets a universe of multilateral development banks and other development fi nance institutions, through themed and sustainable development bond instruments, where the profi le of underlying projects aligns with the strategy’s sustainable development mandate. These entities play a leadership role in supporting long-term inclusive and sustainable development in low and middle-income economies by working alongside the public and the private sectors of their borrowing member countries to support investments in key development sectors such as health, agriculture, energy, fi nance, water, and other urban infrastructure and services. ESG Counterparty Engagement Strategy (“ESG-CES”) The investment approach is complemented by a holistic ESG Counterparty Engagement Strategy which overlays our investments and seeks to encourage counterparties to engage in better ESG practices through direct economic incentives. The strategy standardises and combines ESG data from leading rating agencies and from each counterparty’s direct public reporting to create a proprietary ESG score which is used to pre-screen transactions and constrain business exposure to counterparties where necessary. Engagement is central to this strategy; the team is able to form a constructive feedback loop, highlighting areas across the ESG verticals where either individual counterparties, the industry as a whole, or both, ought to improve practices. Record works collaboratively with counterparties on behalf of our clients and as signatories of global sustainability trade codes and standards, helping to steer best practices and make tangible changes. Engagement with our counterparties covers a plethora of ESG topics, including climate change, socio-economic development, controversies and breaches of international norms to name a few. This year we had engagement meetings with 83% of counterparty banks that we traded with. 30 Record plc Annual Report 2023 Sustainability continued Our people We believe that investing in our staff and developing their potential is key to the success of the business. Workplace Record’s working environment is designed to encourage bright, dynamic and committed individuals to thrive. We believe that investing in our staff and developing their potential is key to the success of the business and our policies and practices reflect this. We actively listen to our employees to help us understand their opinions, ideas and suggestions through ongoing employee engagement surveys. The Group’s offices both in London and Windsor have been designed to allow all departments to work together in an open plan environment. The open plan office allows ease of communication between departments, as well as enabling staff to work closely with senior management. We have continued to support a hybrid working pattern, giving a balance between flexibility and providing an environment which fosters teamwork and innovation. The office environment and culture promote staff development and training and the Group offers both external and internal training opportunities. In October 2021 we partnered with Advancing Women Executives (“AWE”) to offer an accelerator programme for mid-level women to provide the relevant training and networking opportunities which are critical for career advancement. We have continued to offer this training for all newly promoted women Associate Directors this year. We partnered with Alpha Development, a talent development company we have worked with previously, to run a sales training programme for our junior sales team to support their progression. An internal management training programme was also implemented and included six important modules: Profiles and Personalities, Personal Development Plans, Team Building, Remuneration and Recognition, Inclusion and Diversity, and Team Wellbeing. All employees are encouraged to have a Personal Development Plan (“PDP”) in place, and all new joiners receive inductions on the benefits of PDPs for both personal and career development. The Group provides financial and study support to employees who wish to pursue relevant professional qualifications, which many of our employees include in their PDPs. In addition, the Group continues to provide a number of other benefits to employees, including pension, private medical cover, life insurance, permanent health insurance, maternity and shared parental benefits, and subsidised gym membership. Our ultra-low emission vehicle (“ULEV”) car benefit scheme has allowed us to continue our commitment to sustainability through employee benefits. All employees participate in the Group Bonus Scheme and have the opportunity to acquire shares in Record plc through this scheme, as well as through the Record plc Share Incentive Plan. All employees are also offered the Employee Assistance Programme, which provides 24/7 confidential telephone support from qualified counsellors as well as online computerised cognitive behavioural therapy, to support with mental health issues. This year the Group hired an events manager to organise team-building and other social events, enhancing interaction between different departments within the business and contributing to social inclusion. The Group has an established internship programme for students and during the year welcomed interns from the London School of Economics and Political Science, University College of London, Balliol College – University of Oxford, University of Warwick, Exeter University, University of Cambridge, and the University of Bath. Staff retention % FY-23 FY-22 FY-21 74% 90% 90% Last year’s reduction in staff retention reflects the change in our business strategy, in particular our succession planning, which saw higher levels of recruitment adding additional skill sets and some changes at senior levels within the business filled through internal promotions wherever possible. As expected, our staff retention has now normalised back to prior levels. Record plc Annual Report 2023 31 Sustainability continued S T R A T E G I C R E P O R T G O V E R N A N C E F I N A N C I A L S T A T E M E N T S A D D I T I O N A L I N F O R M A T I O N Human rights The Group’s policies and procedures are in line with internationally recognised human rights standards, such as the guidelines issued by the UN Global Compact, to which we are a signatory, as well as the International Labour Organisation’s standards and the Universal Declaration of Human Rights. The Group therefore complies with human rights standards across each of the countries we operate in and works to ensure that there are no instances of modern slavery, human traffi cking, child labour or any other form of human rights abuse within our organisation. The Group also supports the right to a minimum living wage and commits to exceed the government minimum/living wage and has had no instances of non-compliance to labour standards. In April 2022 we published our fi rst Modern Slavery Act statement in line with the government guidelines under the 2015 UK Modern Slavery and Human Traffi cking Act. We recognise our corporate responsibility to ensure modern slavery is not taking place in our organisation, and our policy outlines the procedures we have in place to identify and prevent modern slavery both in our own operations and in our supply chain. Inclusion and diversity The Group’s aims include ensuring that all staff are provided with equal opportunities and that the workplace is free of discrimination. It also aims to ensure that all recruitment processes are fair and are carried out objectively, systematically and in line with the requirements of employment law. The Group ensures that all staff are aware that it is not acceptable to discriminate, harass or victimise anyone, and also that any such unlawful behaviour is not tolerated under any circumstance. The Group believes that valuing what is unique about individuals and drawing on their diff erent perspectives and experience will add value to the way the Group does business. By accessing, recruiting and developing talent from a diverse pool of candidates, the Group can gain an insight into diff erent markets and better support client needs through producing innovative and sustainable investment products. The Group aims to create a productive environment, representative of diff erent cultures and groups, where everyone has an equal chance to succeed. The Group has made signifi cant progress towards its Inclusion and Diversity Action Plan, a summary of which can be viewed in this year’s Sustainability report on pages 32 to 34. Our employee-led Inclusion and Diversity Network continues to lead initiatives in line with our action plan and aims to raise awareness of the challenges faced by underrepresented groups and celebrate diff erences. This year the Network organised several inclusive events, celebrating Pride Month, Black History Month, International Women’s Day, Ramadan and more. The Group also became a member of the Diversity Project, a cross-company organisation aiming to support inclusion and diversity in the UK investment and savings industry. Read more in our Sustainability report at recordfg.com 32 Record plc Annual Report 2023 Sustainability continued Our people continued Inclusion and diversity continued The gender diversity within the Group is shown below: Gender balance As at 31 March 2023 Board Directors Senior management Other staff All employees Female number 2 7 26 35 % 29% 26% 41% 36% Male number 5 20 37 62 % 71% 74% 59% 64% See our separate Sustainability report, on page 36, for our Gender Pay Gap and further diversity data and more information on our diversity initiatives. Community Record recognises its obligations and responsibility to contribute to the wider community outside of the fi rm. Over the course of the year, the Group made charitable donations totalling £18.4k. Our charitable giving is focused on employee choice, with the Group matching employee donations and sponsorship. The Group continues to encourage employees to participate in fundraising activities for charitable causes and this year employees participated in a variety of events, including charity lunches and fundraising competitions. Examples of supported charities and causes included World Wide Fund for Nature, Islamic Relief, UA Victory, and the Disaster Emergency Committee. A scheme allowing UK employees to give to charity through the payroll is also off ered. Charitable donations (£’000) FY-23 FY-22 FY-21 18.4 18.2 19.2 We also provide fi nancial assistance to students studying at Balliol College, Oxford through a bursary scheme, which provides grants to students who aim to pursue ambitions which will benefi t the wider community, for example in medical or charitable fi elds. Record plc Annual Report 2023 33 Sustainability continued Climate action We have been certifi ed as CarbonNeutral® in accordance with the CarbonNeutral® Protocol, the leading framework for carbon neutrality, since 2007. Net zero The Group has always considered the impacts our operations have on our community and the environment. Each year, we collect the relevant data and work with a carbon accounting company to measure, verify and assess our carbon footprint. We have been certifi ed as CarbonNeutral® in accordance with the CarbonNeutral® Protocol, the leading framework for carbon neutrality, since 2007. This means that we have been purchasing carbon off sets for over 15 years which deliver immediate emissions reductions through sustainable development and renewable energy projects around the world. The projects are independently verifi ed by standards such as the Gold Standard to ensure environmental integrity in our work to take climate action. However, we know that there is a need for further climate action. Whilst our off setting practices have had a positive impact in neutralising the carbon we have emitted over the years, we recognise that being carbon neutral is not enough. It is now vital that we take additional steps to become net zero, reducing the greenhouse gas emissions we produce throughout our operations and value chain. The Group is therefore committed to the following targets: • reach net zero greenhouse gas emissions in our operations and value chain by 2050; and • reduce Scope 3 emissions intensity by 55% by 2030 against a 2019 baseline. TCFD The Group publicly supports the Task Force on Climate-related Financial Disclosures (“TCFD”). The following table provides a summary of our response to the TCFD recommendations. We provide supplemental detail in our Climate report in order to provide a more comprehensive assessment of how the Group incorporates climate-related risks and opportunities into our governance, strategy, risk management, and metrics and targets. Governance Recommendations Current status Key areas of progress Page Describe Board-level oversight of climate-related risks and opportunities. Describe management’s role in assessing and managing climate-related risks and opportunities. Compliant • Enhanced the Group’s governance Compliant framework to embed oversight of climate risk at Record plc Board and accountability at Senior Sustainability Offi ce • Upskilling Record plc Board through sustainability and ESG training which included a focus on climate risk • Senior Sustainability Offi ce changed to a Group level committee See more on pages 6 to 8 S T R A T E G I C R E P O R T G O V E R N A N C E F I N A N C I A L S T A T E M E N T S A D D I T I O N A L I N F O R M A T I O N Read more in our Climate report recordfg.com 34 Record plc Annual Report 2023 Sustainability continued Climate action continued TCFD continued Strategy Recommendations Current status Key areas of progress Describe the climate-related risks and opportunities the organisation has identified over the short, medium and long term. Describe the impact of these climate-related risks and opportunities on the organisation’s business, strategy and financial planning. Describe the resilience of the organisation’s strategy, taking into account different climate-related scenarios, including a 2ºC or lower scenario. Compliant • Completed the annual strategic assessment of climate-related risks and opportunities to help inform strategy • Completed a sustainability materiality assessment which included a section on environmental issues to help inform strategy • Completed a qualitative climate-scenario analysis for the first time Compliant Compliant Additional recommendations included in the supplemental guidance for asset managers. Partially compliant Risk management Recommendations Current status Key areas of progress Compliant • Approved climate-related risk appetite within our Group-wide risk management framework • Improved climate-related risk disclosures and better defined our risk management process Describe the organisation’s processes for identifying and assessing climate-related risks. Describe the organisation’s processes for managing climate- related risks strategy and financial planning. Compliant Describe how processes for identifying, assessing and managing climate-related risks are integrated into the organisation’s overall risk management. Compliant Additional recommendations included in the supplemental guidance for asset managers. Partially compliant Page See more on pages 10 to 21 Page See more on pages 25 to 26 Record plc Annual Report 2023 35 Sustainability continued S T R A T E G I C R E P O R T G O V E R N A N C E F I N A N C I A L S T A T E M E N T S A D D I T I O N A L I N F O R M A T I O N Metrics and targets Recommendations Current status Key areas of progress Disclose the metrics used by the organisation to assess climate- related risks and opportunities in line with its strategy and risk management process. Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas (“GHG”) emissions, and the related risks. Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets. Partially compliant • Measured carbon footprint of the EMSF strategy • Improved disclosure on climate metrics • Achieved all but one of our climate-related targets set out in last year’s report Compliant Compliant Page See more on pages 28 to 31 Additional recommendations included in the supplemental guidance for asset managers. Partially compliant 36 Record plc Annual Report 2023 Sustainability continued Climate action continued Streamlined Energy and Carbon Reporting Methodology The method used to calculate GHG emissions is the GHG Protocol Corporate Accounting and Reporting Standard (revised edition), together with the latest emission factors from recognised public sources including, but not limited to, BEIS, the US Energy Information Administration, the US Environmental Protection Agency and the Intergovernmental panel on Climate Change. The reported GHG emissions are for our UK operations only. Please refer to page 28 in our climate report for Group level emissions. Energy effi ciency actions taken This year saw an increase in our total UK GHG emissions compared to the previous reporting year. This was foreseen, as the Company continues to move back to ‘normal’ working practices post-pandemic. The increase in Scope 3 emissions was predominantly driven by two factors. Firstly, we increased core working days in the offi ce from two to three days to encourage collaboration and face-time between teams, which signifi cantly impacted our commuting emissions. Secondly, we have been growing our teams and partnerships outside of the UK, which has seen the need for increased business travel abroad as we build these relationships. Despite this, we have managed to keep our Scope 3 emissions below what they were pre-pandemic. We have maintained 100% renewable energy consumption across our UK offi ces which has kept our market-based Scope 2 emissions at 0 tCO2e. Further, our decision to down-size the offi ce space we rent in Windsor has led to reduced location-based Scope 2 emissions compared to last year. This reduction was maintained despite the fact we increased the offi ce space we rent in London. Energy and GHG emissions annual % change2,3 Whilst we expected our GHG emissions to increase this year, we are aiming for signifi cant emissions reductions by 2030 and net-zero 2050. In achieving this, we will be aided by both our emissions reduction principles (outlined on page 12 of our climate report) as well as government intervention and technology innovation. Energy consumption (kWh 000)1,3,4 FY-23 20 174 408 FY-22 222 91 Scope 1 Scope 2 Scope 3 Location-based methodology (tonnes of CO2e)1,3,4 FY-23 4 34 193 FY-22 47 101 Scope 1 Scope 2 Scope 3 Market-based methodology (tonnes of CO2e)1,3,4 FY-23 4 193 FY-22 101 Scope 1 Scope 2 Scope 3 Reporting category Scope 1 Scope 2 Scope 3 Total Energy consumption UK & off shore Location-based methodology UK & off shore Market-based methodology UK & off shore — -22 347% 92% — -28 91% 55% — 0 91% 94% Scope 1, 2 & 3 CO2e intensity ratio: tonnes CO2e/FTE 1. Scope 1 covers combustion of gas and combustion of fuel for transport purposes. Scope 2 covers purchased electricity. Scope 3 covers premises waste, transmission and distribution losses; business travel; outbound deliveries; commuting; other upstream emissions; and homeworking. The total CO2e intensity ratio is calculated as the total CO2e tonnes divided by total fi rm FTE. 41% 76% 2. Please note annual % change was calculated using only comparable activities from the previous reporting year. There were no Scope 1 energy and GHG emissions in the previous reporting year, so annual % change has not been included this year. 3. Please note that rounding diff erences may exist. 4. Scope 2 and scope 3 energy and GHG emissions for FY-22 were incorrect in last year’s Annual Report and have been updated to refl ect the correct data and percentage changes in this report. UK emissions data relates to the year ended 31 March 2023. S T R A T E G I C R E P O R T G O V E R N A N C E F I N A N C I A L S T A T E M E N T S A D D I T I O N A L I N F O R M A T I O N Record plc Annual Report 2023 37 Section 172 Companies Act 2006 – Our stakeholders Our stakeholders, with whom we maintain an ongoing dialogue, are detailed below. The duties of the Directors – section 172 Under section 172 of the Companies Act 2006 a director of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefi t of its members as a whole, and in doing so have regard (amongst other matters) to: • The likely consequences of any decision in the long term • The interests of the company’s employees • The need to foster the company’s business relationships with suppliers, customers and others • The impact of the company’s operations on the community and the environment • The desirability of the company maintaining a reputation for high standards of business conduct • The need to act fairly towards all members of the Company We believe that all stakeholders are benefi ciaries of environmentally friendly business practice and socially responsible investment. Record is therefore committed to being a company with a culture which places sustainability, corporate responsibility and community engagement fi rmly at the centre of priorities. Section 172 Companies Act 2006 We set out on pages 38 and 39 our key stakeholder groups, their material issues and how we engage with them. Each stakeholder group requires a tailored engagement approach to foster eff ective and mutually benefi cial relationships. By understanding our stakeholders, we can factor into boardroom discussions the potential impact of our decisions on each stakeholder group and consider their needs and concerns, in accordance with section 172 of the Companies Act 2006. This in turn ensures we deliver solutions our clients want and need, continue to work eff ectively with our colleagues and suppliers, comply with regulatory requirements, make a positive contribution to local communities and achieve long-term sustainable returns for our investors. Acting in a fair and responsible manner is a core element of our business practice, more information on which can be found in our separate Sustainability report. During the year, the Board made decisions to deliver against our strategy, whilst considering the diff erent interests of our stakeholder groups and the impact of key decisions upon them. The following provides an overview of some of the key decisions taken and how integral our stakeholders are in the Board’s decision-making process: Interests of clients – decisions • Closure of the Muni Fund for the reallocation of resources • Development and ultimate launch of R-Platform for improved client user experience and effi ciency Interests of employees – decisions • Cost of living payment provided to all employees to help with the consequences of high infl ation • Moving to a larger offi ce space in London Interests of shareholders – decisions • Capital Markets event held to improve investor understanding of the Group’s investment case and focus on growth • The appointment of David Morrison as new independent Non-executive Director and Chair-elect • Deployment of capital through establishment of the new Investment of Record plc Capital Committee 38 Record plc Annual Report 2023 Section 172 Companies Act 2006 – Our stakeholders continued Clients We are a client-led business. Our ethos is to “Listen” to clients, “Understand” their investment objectives, and “Deliver” sustainable solutions. Shareholders We rely on the support and engagement of our shareholders to deliver our strategic objectives and grow the business. People Our people are central to the ongoing success of the business and we aim to attract, retain, develop and motivate the right people for current and future business success. How we engage Our operational infrastructure is built around the specific requirements of our clients, including systems and controls to reduce risk and manage each stage of the process as efficiently as possible. We build strong and trusted relationships with clients and collaborate on new developments and opportunities as they evolve. Regular review meetings with clients ensure client requirements are consistently monitored. Clients receive frequent and regular reports on market and investment performance. During the year, we engaged with several clients to collect feedback for our Sustainability Materiality Assessment. How we engage The Group CEO and CFO presented the full-year and half-year results to investors, both institutional and retail. The primary means of communicating with shareholders are through the Annual General Meeting, the Annual Report and Accounts, half-year results and related presentations. All of these are available on the Company’s website www.recordfg.com. The website also contains information on the business of the Group, corporate governance, all regulatory announcements, key dates in the financial calendar and other important shareholder information. How we engage We engage with our employees through a variety of channels including a Company intranet, management briefings, employee engagement surveys and workforce engagement sessions, e-mail updates and Company-wide presentations by the Group Chief Executive Officer. We seek to encourage employees in developing and advancing their careers, offering assistance in such forms as study support and the possibility of secondments to overseas offices. The Group’s remuneration framework includes schemes aimed at aligning employees’ interests with those of shareholders by offering the opportunity to share in business growth through share ownership. Their material issues Our clients’ material interests are in the performance of Record’s products, a robust risk framework, transparency, value for money, maintaining the high levels of service they receive and the provision of innovative products which meet their investment objectives. 2023 highlights and future changes In line with the evolving Sustainable Financial Disclosure Regulation under which our Emerging Market Sustainable Finance Fund is categorised as Article 8 for its promotion of social characteristics, we filed our Annex 2 disclosures committing to a minimum level of sustainable investments in the Fund and to the measures used to determine the sustainability of those investments. The year also saw increased interest from our clients in our ESG Counterparty Engagement Strategy with some clients poised to adopt this over the coming year. Their material issues Our shareholders want Record to ensure it is a long-term sustainable business which delivers attractive returns through share price growth and regular dividends. 2023 highlights and future changes The Company held a Capital Markets Teach-In as an opportunity for analysts and investors to gain greater insight into Record’s evolving market positioning and growth drivers. The event introduced the investment case and prospects of Record Asset Management GmbH and Record Digital, Record’s two newest subsidiaries. Their material issues Our people’s material interests relate to the work balance and physical and cultural environment provided by Record. They want to be fairly rewarded for their contribution and have opportunities for learning, growth and further development as well as sharing in business success. 2023 highlights and future changes Employee engagement pulse survey questions have been sent out weekly since January, gathering employee feedback on various topics including wellbeing, workload, inclusion and diversity, technology and communication to name a few. Actions will be taken to address resulting themes from the survey. Line manager support is key to helping individuals progress. The Company ran a manager training programme which included six important modules: Profiles and Personalities, Personal Development Plans, Team Building, Remuneration and Recognition, Inclusion and Diversity, and Team Wellbeing. Record has continued to offer a hybrid working pattern in order to achieve an appropriate work- life balance for the longer-term benefit of both our employees and the business. This year we increased core working days in the office from 2 to 3 to promote collaboration and team building. In order to provide a productive work environment for our growing London-based headcount we have moved to a larger office space in London, allowing employees to have more space, more meeting rooms and an efficient working environment. Record plc Annual Report 2023 39 Section 172 Companies Act 2006 – Our stakeholders continued Environment and community We recognise the responsibility we have to the environment, local community and wider society. External suppliers We rely on external suppliers and service providers to supplement the Group’s own infrastructure, benefiting from the expertise these suppliers provide. How we engage We work to ensure that our key suppliers are engaged with our business and that a mutual understanding and close working relationship is maintained between us. All material supplier contracts are subject to due diligence checks and reviews and include strict service level agreements for all supplies of business-critical services. Record has a supplier payment policy which ensures that all invoices are approved and duly paid within agreed terms. How we engage We are proud to support the communities in which we operate and we have a long history of contributing through monetary donations, gift giving and employee time. Further details can be found in our Sustainability report. We champion responsible investment and corporate social responsibility and lead the way in the development of strategies integrating ESG and impact in currency investing. We work with like-minded partners to increase and meet the demand for sustainable investment solutions. Record has been a signatory to the Principles for Responsible Investment since June 2018. We make a positive impact in our community by addressing societal issues and driving social progress through our charitable efforts and volunteering. Record’s Sustainability Office and Sustainability Committee ensure a strong focus on sustainability and ESG factors across all aspects of our business, including investment strategy, corporate responsibility and risk management for the benefit of clients and all of our stakeholders. Their material issues We aim to manage the business in a manner which minimises our impact on the environment and helps to benefit society. Their material issues Key suppliers wish to develop mutually beneficial working relationships with growing and successful businesses over the long term. 2023 highlights and future changes Employees helped to raise £18.4k for local and national charities during the year. Record also held a corporate volunteering day at a homeless shelter in London where employees cooked and served breakfast for those in need. 2023 highlights and future changes Introduced a Supplier Code of Conduct to align suppliers and service providers with Record’s own standards on human rights, diversity and inclusion, environmental policy and ethical practice. This year’s Climate report includes improved disclosure against the TCFD’s recommendations and outlines Record’s commitment and action towards the Group’s net zero and emissions reduction targets. Further details on our focus and actions on both sustainability and climate can be found in our separate Sustainability and Climate reports on our website: www.recordfg.com In line with the UK Modern Slavery Act 2015 which Record is now within scope of for the first time this year, we will be updating our current modern slavery policy to reflect policies and practices across the Group as opposed to entity level. Regulators Across the Group there are multiple regulators that dictate requirements on the relevant Group entity and, as a global business, we seek to have transparent and open relationships with our regulators around the world. Regulators provide oversight to ensure the subsidiary businesses are operated within regulatory parameters, thereby giving valuable assurance to clients and other stakeholders. How we engage The Group uses a combination of the following: • an experienced Head of Compliance; • local legal advisers to call upon for new activities; • engages directly and through membership of various industry bodies with regulators and policymakers across the Group as appropriate to ensure that our regulated businesses understand and contribute to their respective evolving regulatory requirements; and • the Record plc Board has set up reporting criteria from each subsidiary based on its requirements and this would include risk, compliance, operational and IT. We receive advice and updates on regulatory matters from both our internal and external auditors and also our legal advisers. Their material issues Regulators aim to ensure that our regulated subsidiaries are run responsibly in the best interests and safety of our clients and other stakeholders. They seek to protect the integrity of the financial systems they supervise and promote fair competition for the benefit of clients. 2023 highlights and future changes The Group established a German subsidiary and this was approved by BaFiN as a MiFID firm and is now trading for clients. A Group subsidiary was appointed as a Tied Agent of AHP in Germany. A Group subsidiary launched its first Luxembourg funds during the period. A Group subsidiary appointed a Tied Agent (Block Scholes) during the period. STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 40 Record plc Annual Report 2023 Operating review AUME closed the year at its highest ever level of $87.7 billion, including net inflows of $9.1 billion for the year. Product investment performance Hedging Our hedging products are predominantly systematic in nature. The effectiveness of each client mandate is assessed regularly and adjustments are made when necessary in order to respond to changing market conditions or to bring the risk profile of the hedging mandate in line with the client’s risk tolerance. Passive Hedging Record’s enhanced Passive Hedging service aims to reduce the cost of hedging by introducing flexibility into the implementation of currency hedges without changing the hedge ratio. The episodic nature of many opportunities exploited by the strategy means it requires a higher level of discretionary oversight than has historically been associated with Passive Hedging. Global markets have seen steepening interest rate curves from the end of 2021, which stems from central banks being forced to engage in more hawkish monetary policy in an attempt to keep inflationary pressures under control. This has had the effect of introducing a high degree of volatility into short-term interest rate markets, from which FX forward pricing is determined. The heightened volatility has increased the opportunity set for our clients’ portfolios, and as such, we had positioned client portfolios appropriately to add value from this volatility, achieving positive performance. Additionally, the team’s management of the portfolio around key market events such as the collapse of Silicon Valley Bank, and the UK government’s “mini-budget”, have minimised downside risks versus the fixed-tenor benchmark. The table below shows the total value added relative to a fixed-tenor benchmark for an enhanced Passive Hedging programme for a representative account. The base currency used is Swiss francs. Value added by enhanced Passive Hedging programme relative to a fixed-tenor benchmark Return for year to 31 March 2023 Return since inception1 0.18% 0.10% p.a. Dynamic Hedging The performance of our Dynamic Hedging product is a function of foreign currency fluctuations relative to the base currency of specific clients. For US-based investors, Dynamic Hedging produced gains in the first half of the period, as the dollar appreciated against all exposure currencies and hedge ratios rose, helping to protect against underlying currency losses. The second half of the period saw some retracement in the US dollar, which coupled with risk management interventions, resulted in a reduction in hedge ratios limiting the product’s impact in clients’ portfolios. Overall, Dynamic Hedging performance was positive for the year, partially offsetting currency losses on the underlying international exposures of our US clients. For non-US accounts, i.e. those where US exposures were hedged to other base currencies, the performance of Dynamic Hedging was opposing over the period given broad US dollar strength and reflected the mandates’ specific objectives and/or benchmarks. Value added by Dynamic Hedging programme for a representative US-based account Return for year to 31 March 2023 Return since inception2 3.46% 0.67% p.a. 1. Since inception in October 2014. 2. Since inception in April 2009. Record plc Annual Report 2023 41 Operating review Currency for Return Sustainable investing Record EM Sustainable Finance (“EMSF”) Fund The Record EMSF Fund USD class A returned 4.65% from inception (28 June 2021) to 31 March 2023, outperforming the relevant emerging market local debt benchmark by 17.35% (see table below). The currency portfolio delivered positive returns in the period following improved risk sentiment over the last two quarters as oversold and high-yielding currencies in emerging markets recovered from depreciated levels. Sentiment was supported by the reopening of the Chinese economy, milder weather conditions in Europe and elevated carry in developing economies as central banks continued to deliver rate hikes to curb domestic inflationary pressures. The positive performance of the currency overlay also benefited from gains in the diversified hard currency funding basket. The topping out of rates in developed markets provided further support to local assets in emerging markets and at the same time contributed to improving returns in bond markets. The performance of the US dollar bond underlay in the strategy benefited from its highly rated credit quality as well as duration exposure following lower long-dated yields in the US over Q1 2023 as the FED neared the end of the tightening cycle and recent turmoil in the banking sector sparked global recessionary fears. The table below shows the performance of the EMSF Fund USD class A and the relevant benchmark, being the JP Morgan GBI-EM Global Diversified. The performance is since inception of the EMSF Fund on 28 June 2021 to 31 March 2023. EMSF Fund USD Share Class A JP Morgan GBI-EM Global Diversified Return for year to 31 March 2023 Return since inception 5.64% 4.65% (0.72%) (12.70%) Currency Multi-Strategy Record’s Currency Multi-Strategy product combines a number of diversified return streams, which include: • Forward Rate Bias (“FRB”, also known as Carry) and Emerging Market strategies which are founded on market risk premia and as such perform more strongly in “risk on” environments; and • Momentum, Value, Range Trading and Developed Market Classification (“DMC”) strategies which are more behavioural in nature, and as a result are less risk-sensitive. Record’s Multi-Strategy mandates delivered positive overall performance over the year which was driven by the outperformance in Value, Momentum, Range Trading and EM strategies. Value benefited from a significant reduction in euro area risk premia. Momentum performed positively on the back of the US dollar cycle and desynchronised rate expectations. Range Trading accrued gains mostly in commodity currency pairs due to the absence of major trends in these pairs. Positive news surrounding China’s reopening, a compression in Russia-Ukraine geopolitical risk premia, and topping out of US rate expectations, which enticed flows back into Emerging Market currencies, led to outperformance in the Emerging Markets strand. For Carry, underperformance was mainly driven by short positions in low-yielding Developed Market currencies, which appreciated due to the perceived narrowing of interest rate differentials. During the reporting period, DMC was introduced to some mandates, and underperformed during the period due to a long position in the US dollar. Record Multi-Strategy composite1 Return for 12 months to 31 March 2023 % Return since inception % p.a. Volatility since inception % p.a. 0.78% 0.82% 3.16% 1. Record Multi-Strategy composite is since inception in July 2012, showing excess returns data gross of fees in USD base, and scaled to a 4% volatility target. STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 42 Record plc Annual Report 2023 Operating review continued Product investment performance continued Currency for Return continued Scaling The Multi-Strategy product allows clients to select the level of exposure they desire in their currency programmes by selecting the required level of scaling and/or the volatility target. It should be emphasised that in this case “scaling” refers to the multiple of the aggregate notional value of forward contracts in the currency programme to the mandate size. This is limited by the willingness of counterparty banks to take exposure to the client. The AUME of those mandates where scaling or a volatility target is selected is represented in Record’s AUME at the scaled value of the mandate, as opposed to the mandate size. AUME development AUME expressed in US dollar terms finished the year at $87.7 billion, an increase of 6% (2022: $83.1 billion). When expressed in sterling, AUME increased by 13% to £71.0 billion (2022: £63.1 billion). AUME development bridge – year to 31 March 2023 ($bn) 95 90 85 80 75 70 83.1 AUME at 1 April 2022 9.1 (3.8) (0.7) 87.7 Net ﬂows Equity & other markets FX & scaling adjustment AUME at 31 March 2023 AUME movements Passive Hedging AUME increased by 2% to $63.8 billion (2022: $62.8 billion) driven by net inflows of $4.9 billion for the year from new and existing clients. The impact from both market movements and exchange rates was negative, at $3.3 billion and $0.6 billion respectively. Dynamic Hedging AUME increased by 39%, ending the year at $14.7 billion (2022: $10.6 billion). The majority of the $4.1 billion increase is attributable to net inflows ($4.2 billion), offset slightly by negative market movements of $0.1 billion. Currency for Return AUME decreased to $3.9 billion (2022: $5.0 billion) by the end of the year, represented by net outflows of $0.6 billion and negative market movements and exchange rates of $0.4 billion and $0.1 billion respectively. Multi-product AUME increased to $5.2 billion (2022: $4.5 billion). Net inflows of $0.6 billion accounted for the majority of the movement in addition to positive market movements ($0.1 billion). Market performance Record’s AUME is affected by movements in market levels because substantially all the Passive and Dynamic Hedging, and some of the Multi-product mandates, are linked to equity, fixed income and other market levels. Market movements decreased AUME by $3.8 billion in the year ended 31 March 2023 (2022: increase of $0.3 billion). Further detail on the composition of assets underlying our Hedging and Multi-product mandates is provided in the following table in an attempt to illustrate more clearly the impact of equity and fixed income market movements on these mandate sizes. Record plc Annual Report 2023 43 Operating review continued AUME composition by underlying asset class as at 31 March 2023 Passive Hedging Dynamic Hedging Multi-product Equity % 23% 84% 0% Fixed income % 31% 0% 0% Other % 46% 16% 100% Forex Approximately 76% of the Group’s AUME is non-US dollar denominated. Therefore, foreign exchange movements may have an impact on AUME when expressing non-US dollar denominated AUME in US dollars. Foreign exchange movements decreased AUME by $0.7 billion over the year. This movement does not have an equivalent impact on the sterling value of fee income. At 31 March 2023, the split of AUME by base currency was 10% in sterling, 47% in Swiss francs, 24% in US dollars, 14% in euros and 5% in other currencies. AUME composition by base currency Base currency Sterling US dollar Swiss franc Euro Australian dollar Canadian dollar Japanese yen Product mix AUME composition by product Passive Hedging Dynamic Hedging Currency for Return Multi-product Cash Total 31 March 2023 31 March 2022 GBP 7.4bn GBP 7.6bn USD 20.8bn USD 17.6bn CHF 38.3bn CHF 33.1bn EUR 11.7bn EUR 11.4bn AUD 3.0bn AUD 2.9bn CAD 3.3bn CAD 6.1bn JPY 27.2bn JPY 0.0bn 31 March 2023 31 March 2022 US $bn 63.8 14.7 3.9 5.2 0.1 87.7 % 73% 17% 4% 6% —% 100% US $bn 62.8 10.6 5.0 4.5 0.2 83.1 % 76% 13% 6% 5% —% 100% Notwithstanding hedging AUME continuing to represent approximately 90% of the total AUME, the product mix within this figure has shifted towards the higher revenue-margin Dynamic Hedging product due primarily to net inflows of $4.2 billion during the year. This has diversified the Group’s hedging revenue streams and further diluted the historical concentration on the lower revenue-margin Passive Hedging product. STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION Overview The implementation of the Group’s change in strategy continues, focused on the diversifi cation of its products and services and the modernisation of its systems and processes. The pipeline of new product launches and new revenue streams in asset management remains strong, and we expect to see the culmination of our work over the last three years to start making a material diff erence to revenues in FY-24, the current fi nancial year. Our existing strong core of hedging products remains fundamental to our growth plans, underscored by net infl ows of $9.1 billion for the year in addition to the $2.4 billion in FY-22. As expected, and somewhat inevitably, our cost base has risen over the year, linked both to our continued investment in the modernisation of our business, and to the exceptional levels of infl ationary pressure seen at both a personnel and non-personnel level. The Group remains independent, cash generative and profi table, supported by its strong and liquid balance sheet. Revenues grew 27% to £44.7 million (2022: £35.1 million) supported by a 12% increase in management fees and an increase in performance fees of £5.3 million (2022: £0.5 million). Operating profi t for the year increased by 34% to £14.5 million (2022: £10.8 million) and the operating profi t margin increased to 32% (2022: 31%) with a 34% increase in profi t before tax to £14.6 million (2022: £10.9 million). 44 Record plc Annual Report 2023 Financial review Our second successive year of material revenue growth since our change in strategy has been driven by increases in both management and performance fees, resulting in a 34% increase to operating profi t. Steve Cullen Chief Financial Offi cer Revenue £44.7m +27% FY-22: £35.1m Management fees £38.3m +12% FY-22: £34.1m Record plc Annual Report 2023 45 Financial review Profit and loss (£m) Revenue Cost of sales Gross profit Personnel (excluding bonus) Non-personnel costs Other income or expense Total expenditure (excluding bonus) Group Bonus Scheme Operating profit Operating profit margin Net interest received Profit before tax Tax Profit after tax 2023 44.7 — 44.7 (12.8) (9.5) (0.3) (22.6) (7.6) 14.5 32% 0.1 14.6 (3.3) 11.3 2022 35.1 (0.2) 34.9 (10.8) (7.2) (0.4) (18.4) (5.7) 10.8 31% 0.1 10.9 (2.3) 8.6 Revenue – Currency Management Record’s traditional core currency management revenue derives from the provision of currency and derivative management services, fees for which can be charged through management fee only or management plus performance fee structures, which are available across Record’s product range. Management fee only mandates are charged based upon the AUME of the product, and management plus performance fee structures include a lower percentage fee applied to AUME, and a proportional share of the specific product performance measured over a defined period. Management fees are typically charged on a quarterly basis, although Record may charge fees monthly for some of its larger clients. Performance fees can be charged on quarterly, six-monthly or annual performance periods on the basis agreed with the particular client. Revenue – Asset Management Asset management did not generate any material revenue reportable for FY-23. Material new revenue streams derived from Record’s diversification into asset management products and services will be reported separately from the current financial year (FY-24) onwards. Revenue – FY-23 Management fees earned during the year increased by 12% to £38.3 million (2022: £34.1 million) driven by net inflows of $9.1 billion into Record’s core currency hedging products, and the full-year revenue impact on Currency for Return from the Record EM Sustainable Finance Fund, launched in June 2021. Performance fees increased by £5.3 million to £5.8 million for the year (2022: £0.5 million), linked to positive performance from certain Enhanced Passive Hedging mandates. STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 46 Record plc Annual Report 2023 Financial review continued Revenue analysis (£m) Management fees Passive Hedging Dynamic Hedging Currency for Return Multi-product Total management fees Performance fees Other income Total revenue Year ended 31 March 2023 Year ended 31 March 2022 12.9 12.0 6.8 6.6 38.3 5.8 0.6 44.7 11.8 10.0 5.5 6.8 34.1 0.5 0.5 35.1 Management fees Passive Hedging management fees increased by 9% to £12.9 million (2022: £11.8 million) predominantly driven by the net inflows of $4.9 billion in the year. Whilst Passive Hedging commands a significantly lower average fee rate than Record’s other products, it continues to provide a robust and valuable revenue stream from a long-standing, institutional client base, which itself provides potential synergies to the Group in the form of future partnerships and product innovation. More recently, the extension of our core Passive Hedging product for Asset Managers, which provides programmes designed to fit specific liquidity and reporting requirements, has seen growth which we expect to continue in the current financial year (FY-24). Dynamic Hedging management fees increased by 20% to £12.0 million (2022: £10.0 million) as a result of the full-year impact of the $0.8 billion of net inflows seen in the second half of FY-22, combined with the total net inflows of $4.2 billion in FY-23 from new and existing clients. Management fees from Currency for Return mandates increased 24% to £6.8 million (2022: £5.5 million). The increase has been driven predominantly by the full-year impact of revenue from the Record EM Sustainable Finance Fund, launched in June 2021. The net outflow of $0.6 billion announced in the final quarter of the financial year will partially offset this increase in the current financial year (FY-24). Multi-product management fees decreased marginally by 3% to £6.6 million (2022: £6.8 million). However, net inflows of $0.6 billion in the second half of FY-23 are expected to increase revenues in the current financial year (FY-24). Performance fees Performance fees can be derived from a combination of hedging and return-seeking products. Our enhanced Passive Hedging products continued the rebound seen towards the end of FY-22 in making up lost ground versus previous high water marks. This was accelerated during the year by the opportunities arising to add value linked to increases in interest rate differentials, which helped to deliver an exceptional level of performance fees of £5.8 million (2022: £0.5 million). Such opportunities for added value on this product are, to a certain extent, market dependent and can therefore be episodic in nature. Consequently, the occurrence and scale of future performance fees is dependent on market developments through the current financial year (FY-24). Other income Other income totalled £0.6 million (2022: £0.5million) and consists predominantly of fees from ancillary currency management services including collateral management, signal hedging and tactical execution services. Fees charged for these ancillary services are not linked to AUME. Record plc Annual Report 2023 47 Financial review continued Expenditure Cost of sales Cost of sales previously comprised of referral fees and costs in relation to the Record Umbrella Fund, which was closed during the previous financial year (2022: £0.2 million). Operating expenditure The Group operating expenditure (excluding variable remuneration and other expenses) increased by 24% to £22.3 million for the year (2022: £18.0 million). As expected, the Group has seen increases in personnel costs (excluding bonuses) for the year of approximately 19%. Average headcount increased by 7%, and the exceptional inflationary environment over the year continued to erode the purchasing power of our employees’ pay, adding pressure for the business to provide support against the resultant increase to the general cost of living. Consequently, in order to avoid adding to recurring fixed costs in future, it was decided to award one-off cost-of-living allowances of £3,000 per employee (excluding Executive Directors and Board members), amounting to a total cost of approximately £0.3 million. The Group continues to monitor the situation closely and to provide support to ensure the continued wellbeing of employees, and in April 2023 it was decided to make a further cost-of-living payment to employees of £2,000 per employee during FY-24. Against this backdrop, salaries and related on-costs (including pensions) increased by 14%, whilst other employment-related costs associated with the Group’s share schemes, including the new LTIP scheme launched in the year, increased by just over 60%. Commission paid under the scheme aimed at generating new business rose by approximately 35%, linked to the increase in revenue. Similarly, and also as expected, non-personnel costs include rises linked to inflation as well as those associated with continued investment by the Group into IT resources in the key strategic area of modernisation, and those costs linked with increases in both growth, and ultimately complexity, of the Group structure and of its products and services. Consequently, non-personnel costs increased by 32% during the year to £9.5 million (2022: £7.2 million). Increases in professional fees of one third, including both legal and audit fees, reflect the set-up costs and growing footprint of the Group abroad, including expansion and regulatory approval in Germany. As the Group’s growth plans and diversification progress, so does the requirement for additional market data consumed via platforms and other data sources, plus additional software and IT-consultant resource, leading to an increase in related costs of approximately 40% for the year. The new office location in London was expanded halfway through the year to accommodate growth in employee numbers and to enable the Group to maintain its strong culture and focus on collaborative working, regarded as key for future growth and employee retention and wellbeing. Whilst the increase in cost was slightly offset by downsizing of the Windsor-based office, occupancy costs increased by approximately 20% in the year. Alongside the increase in new business, costs associated with travel and accommodation doubled, linked to the resumption of more client meetings in person as opposed to virtually. The Group remains conscious of the need for good cost control balanced with ensuring the business is appropriately resourced to achieve its strategic goals of diversification, modernisation and succession. However, it is anticipated that the continuation of inflationary pressures in the current environment, as well as the full-year impact of associated rises seen in the year, will inevitably lead to an increase in its cost base in the current year (FY-24), albeit at more muted levels versus FY-23. Other expenses were £0.3 million for the year (2022: £0.4 million) and represent net losses/gains made on derivative financial instruments employed by the Group’s hedging activities and other FX adjustments or revaluations. Group Bonus Scheme The bonus pool has increased by 33% to £7.6 million (2022: £5.7 million), broadly in line with, and reflecting, the 34% increase in operating profit for the year, and has been calculated at 34.8% of pre-bonus operating profit. Further information on variable remuneration can be found in the Remuneration report starting on page 76. Operating profit and margin Group operating profit increased by 34% to £14.5 million (2022: £10.8 million) with the Group operating margin increasing marginally to 32% (2022: 31%). The Group continues its programme of investment to modernise systems and processes and has seen increases in costs as described further above. Alongside minor delays in the launch of new, higher revenue-margin products this has impacted the Group’s operating margin for the year. The Group remains confident that new product launches in the current financial year (FY-24), alongside careful cost control, albeit still challenging in a high inflationary environment, will deliver increases in the operating margin over the medium term. STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 48 Record plc Annual Report 2023 Financial review continued Under the Board’s capital and dividend policies, the Group can pay up to a maximum of 100% of earnings for each financial year, thereby ensuring distributions do not erode the continued strength of its balance sheet. To this end, the Group maintains a financial model to assist it in forecasting future capital requirements over a three- year cycle under various scenarios and monitors the capital and liquidity positions of the Group on an ongoing basis. The Group has no debt. Record Currency Management Limited (“RCML”) is a UK MiFID investment firm authorised and regulated by the Financial Conduct Authority (“FCA”) registered as an Investment Adviser with the SEC and as a Commodity Trading Adviser with the CFTC. Record Asset Management GmbH (“RAM”) is authorised and regulated in Germany by BaFin. RCML, RAM and the Group submit regular capital adequacy returns to the respective regulators, and held significant surplus capital resources relative to the regulatory financial resource requirements throughout the year. The Board has concluded that the Group is adequately capitalised both to continue its operations effectively and to meet regulatory requirements, due to the size and liquidity of balance sheet resources maintained by the Group. Steve Cullen Chief Financial Officer 29 June 2023 Cautionary statement This Annual Report contains certain forward-looking statements with respect to the financial condition, results, operations and business of Record. These statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied in this Annual Report. Nothing in this Annual Report should be construed as a profit forecast. Cash flow The Group consolidated statement of cash flows is shown on page 109 of the financial statements. The Group’s year-end cash and cash equivalents stood at £9.9 million (2022: £3.3 million) and the total assets managed as cash were £14.5 million (2022: £17.3 million). The cash generated from operating activities before tax increased by 16% to £14.7 million (2022: £12.7 million). During the year, taxation of £2.4 million was paid (2022: £1.4 million) and £9.1 million was paid in dividends (2022: £6.5 million). The Group spent £3.6 million (2022: £4.5 million) on the purchase of its own shares for the EBT to set against the future vesting of share options, and spent £3.6 million on investments (2022: £1.8 million). At the year end, the Group held money market instruments with maturities between three and twelve months worth £4.5 million (2022: £13.9 million). These instruments are managed as cash by the Group but are not classified as cash under IFRS rules (see note 18 of the financial statements for more details). Dividends An interim ordinary dividend of 2.05 pence per share (2022: 1.80 pence) was paid to shareholders on 30 December 2022, equivalent to £3.9 million. As disclosed in the Chairman’s statement on page 7, the Board is recommending a final ordinary dividend of 2.45 pence per share, equivalent to approximately £4.7 million, taking the overall ordinary dividend for the financial year to 4.50 pence per share. Simultaneously, the Board is also paying a special dividend of 0.68 pence equivalent to approximately £1.3 million, making the total dividend in respect of the year ended 31 March 2023 of £9.9 million equivalent to 87% of total earnings. The total ordinary and special dividends paid per share in respect of the prior year ended 31 March 2022 were 3.60 pence and 0.92 pence respectively, equivalent to total dividends of £8.6 million and representing 100% of total earnings per share of 4.52 pence. Financial stability and capital management The Group’s balance sheet is strong and liquid with total net assets of £28.3 million (2022: £25.9 million) at the end of the financial year, including current assets managed as cash totalling £14.5 million (2022: £17.3 million). The cash generated by the business has increased in line with the rise in profitability, with net cash inflows from operating activities after tax of £12.3 million for the year (2022: £11.4 million). For further information on cash flows, see the consolidated statement of cash flows on page 109 of the financial statements. Record plc Annual Report 2023 49 Risk management Record adopts a unified approach to risk management which is fully embedded across all areas of the business. The Record plc Board (“the Board”) has ultimate responsibility for risk and the oversight of the risk management process within the business. Recognising that risk is inherent in all of the Group’s business dealings, and in the markets and instruments in which the Group operates, places a high priority on ensuring an integrated approach and a strong risk management culture is embedded throughout the Group, with accountability at all levels within the business. Effective risk management and strong internal controls are integral to the Group’s business model and are reflected in the risk management framework adopted within the business. Risk management framework Risk appetite As part of its responsibility for the oversight of the risk management process, the Board determines its appetite for all significant risk categories identified across the business. This defines the level of risk it is willing for the business to take to support its strategic and business objectives and encourages an appropriate balance between risk and benefit in a controlled and regulatory compliant context, taking into account the interests of clients, our people and shareholders as well as any capital or other regulatory requirements. The Group maintains a risk register, which specifies each risk appetite with independent and ongoing assessment of the level of risk performed by the Head of Business Risk. The Board reviews and considers the principal and emerging risks and corresponding risk appetites on a regular and ongoing basis in light of its strategic plans, and changes in both the business and regulatory environment. The Board currently considers the following significant risk categories in determining the risk appetite of the Group: Strategic Operational Systems Investment People Each of these are outlined on pages 51 to 53. Oversight Oversight of the risk management framework is delegated by the Board to the Head of Business Risk. The Board provides oversight and independent challenge in relation to internal controls, risk management systems and procedures, and external financial reporting. The Boards of Record Currency Management Limited (“RCML”) and Record Asset Management GmbH (“RAM”), being the regulated entities within the Group, are the delegated decision-making bodies for the day-to-day operations of the respective businesses and included the executive Board members of Record plc and other senior personnel within the business. Risk management framework – overview Record plc Board RCML Board RAM Board Audit Committee RCML Investment Committee The RCML Board has delegated authority to the RCML Investment Committee to approve changes to any of the Group’s investment processes and to establish and maintain policies for these processes. The RCML Investment Committee’s members are listed on page 65 and the committee’s formal approval is required prior to implementation of any new or amended investment process or product. STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 50 Record plc Annual Report 2023 Risk management continued Lines of defence The Record culture is one of integrity and accountability; core values that are embedded into the control environment surrounding all areas of the business. The overall risk management framework is underpinned by three lines of defence and is overseen by the Board. Within this framework, the first line of defence provides management assurance and rests with line managers within their specific departments and with senior managers responsible for the implementation and maintenance of higher-level controls to aim to ensure adherence to quality standards and regulatory requirements. Functions such as Front Office Risk Management, Compliance, Business Risk and Legal provide the second line of defence through the drafting, implementation and monitoring of policies and procedures to align with best practice, to ensure compliance and to provide assurance and oversight for the Board. The third line of defence is performed by internal audit, which provides independent assurance on the adequacy and effectiveness of the Group’s risk management, control and governance processes, providing recommendations to improve the control environment. Internal audit is provided by RSM UK Risk Assurance Services LLP (“RSM”), an independent third party. External independent assurance for shareholders is achieved by the Group commissioning RSM to perform the annual service auditor’s report in respect of Record Currency Management Limited under both the International Standard on Assurance Engagement (“ISAE”) 3402 and the American Institute of Certified Public Accountants Attestation Standard AT-C Section 320 (“AT-C 320”). In performing this work, RSM reports its opinion on the description of internal controls with respect to the investment management and information technology activities, and the operating effectiveness of specific controls for the period 1 April to 31 March, in line with the Group’s financial year. The Group considers the strong capital buffer and the flexibility retained under the capital and dividend policy provides an effective additional line of defence in terms of mitigation when considering its risks. External independent assurance activity ISAE 3402 and AT-C 320 service auditor’s report on internal controls (RSM) Embedded culture of integrity and accountability 1st line of defence: 2nd line of defence: 3rd line of defence: Business operations and support Control and oversight functions Internal audit (independent assurance – RSM) Ukraine We have been mindful from an early stage of the risks posed to the business by the conflict in Ukraine. We continue to closely monitor the ongoing situation, adapt to the changing circumstances and to consider the best interests of our chosen partners based in Ukraine. We have so far anticipated and successfully mitigated these risks, which can be summarised as follows: • the impact on the delivery of IT projects linked the Group’s external consulting partners being based in Ukraine; • global recognition of the increased likelihood of cyber-attacks; and • our products which include investments in RUB (Russia rouble) and UAH (Ukraine hryvnia). Emerging risks We consider emerging risks in the context of known risks which could become more likely to materialise, or external shocks such as natural disasters and pandemics, geopolitics, disruption to financial markets and business infrastructure and changes or trends in the competitive landscape. The Board, management and Head of Business Risk monitor emerging risks by including these in the ongoing review of risks performed through the risk management framework. Top risks to the business The following section shows the Board’s assessment of the principal and emerging risks faced by the business. The trend arrows indicate the perceived increase or decrease in risk posed to the business following review by the Board and the Head of Business Risk. These risks fall into a number of distinct categories and the means to mitigate them are both diverse and relevant to the nature of the risk concerned. Record plc Annual Report 2023 51 Risk management continued Strategic risks Our top two strategic risks are concentration and competitive threats. We consider both of these to be “high” risk and, while we accept these as a fact of doing business, a key pillar of the CEO’s strategy is to mitigate these through diversification. Other notable strategic risks are delivery of strategy, regulatory trends, product innovation, third-party products and exogenous. Risk Link to strategy Trend Description Concentration Diversification Competitive threats Delivery of strategy Regulatory trends Product innovation Third-party products Exogenous Diversification Modernisation Diversification Modernisation Succession Diversification Diversification Modernisation Diversification Diversification Modernisation Our clearest concentration risk comes through our historical reliance on our core currency hedging product (both passive and dynamic). Despite its acceptance as part of risk appetite, this risk has reduced during the year and will continue to do so in FY-24 with the change in product mix through the successful development and marketing of new products and strategies. Asset management and currency are competitive industries, and our business is exposed to competitive threats arising from disruptive innovators and entrants, and consistent pressure on fees, especially Passive Hedging fees. Notwithstanding the high barriers to entry in our industry, our continued focus on the highest levels of client service alongside our ability to tailor our service offerings to fit specific client demands and our investment in technology and innovation have served us well over 40 years and will continue to do so. We continue to successfully execute the CEO’s strategy – we are increasing revenue through both traditional and new products, and made strides in introducing technology to streamline a number of operational processes and have put into action a plan for generational change. We are susceptible to adverse regulatory trends in our core markets. While we cannot control the likelihood, we have a strong track record of working closely with our clients and local advisers during periods of regulatory transition (e.g. EMIR, Brexit, IFPR, BaFin). Separate to concentration and competitive threats, as with any business we are exposed to the risks that our products no longer fill a market need. We are client led, and our approach of “Listen, Understand, Deliver” and our strong client relationships and product diversification help to mitigate this risk. We continue to develop relationships to combine our expertise with that of our preferred partners and third-party strategies. Along with the opportunity, we embrace some risk that such strategies could underperform and cause reputational damage. We mitigate this risk through a thorough and robust due diligence process and a strong onboarding process. Now that we are successfully distributing third-party strategies such as the Diversified GP Stakes strategy, we recognise this risk has increased, and as part of the due diligence process we have partnered with an external research agency to conduct exhaustive fraud and reputation checks on all managers we partner with in this way. We are mindful of the risks to the business from an inflationary backdrop, for example through increased operating costs and interest rates, as well as the risk to asset prices that would directly impact revenues, although this has ultimately proved to be negligible through and following the impact of the pandemic. STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 52 Record plc Annual Report 2023 Risk management continued Operational risks Our clients pay us fees to undertake high operational risk on their behalf given the trading sizes and volumes we execute, particularly linked to our hedging products. We embrace this risk, recognising it as a principal risk to the business reflected in our bespoke business model and risk framework, which is designed to mitigate this risk to an acceptable level. We operate within our risk appetites given our robust control framework and long-standing and experienced operational teams. In line with the strategy to plan for generational change, several new heads of department have been appointed using internal promotions, thereby ensuring the knowledge and familiarity required to run bespoke mandates remains in the business and these operational risks continue to run within an acceptable tolerance level aligned with the Board’s risk appetite. Our biggest operational risks are trade configuration, the responsibility of the Portfolio Implementation team, and trade execution, undertaken by our Trading team. Other notable risks include accuracy of market and portfolio data (on which we trade), settlement risk (while we do not trade on our own account, risk that we make a mistake with a payment instruction), and reporting errors. Risk Link to strategy Trend Description Trade configuration and execution Modernisation RAM operational errors Modernisation New risk Configuring a trade with the wrong currency or in the wrong direction would expose us to market risk, as we make good any trade errors that would result in a cost to the client. To mitigate this risk, trades are configured independently and then cross-checked while our Front Office Risk team conduct pre and post-trade checks. We continue to introduce technological solutions to increase efficiency and reduce risk as we continue to broaden our products and services. With the start of RAM operations, while operations are initially simple, we expect this risk to emerge as the business grows. Unlike with our currency business, where errors can be traded out of in the most liquid market, many RAM investments are in illiquid assets or funds, which could take an extended amount of time to trade out of. System risks Along with all businesses in our sector, we are reliant on a range of in-house and third-party systems to deliver our services, and all of these are susceptible to the risk of having downtime, bugs, redundancy, integration issues and, of course, cyber attacks. Notwithstanding our robust systems and mitigating controls, we nonetheless maintain a business continuity plan and disaster recovery site in order to continue to run the business should material disruption occur. These contingencies are regularly tested. Risk Link to strategy Trend Description Cyber and data security Modernisation Cyber risk represents the risk of loss from cybercrime or the malicious disruption to networks through theft of data or corruption of information. The Group has established cyber security programmes which are continuously reviewed and adjusted to keep pace with regulatory, legislative and cyber threat landscapes, the latter heightened from the Group now operating across various locations and more recently as a result of the war in Ukraine. Record Group did not experience any material client or operational impact nor any data breaches in the year. Record plc Annual Report 2023 53 Risk management continued Investment risks Any asset manager must embrace the risk of product underperformance, whether against their benchmarks or indeed in absolute terms; we are no different. This is our key investment risk. Investment risks also cover the research process and any potential impact on product development, which we see as low risk given our highly qualified and experienced research colleagues and, a rigorous review process and strict scrutiny by the RCML Investment Committee for all related product developments. Risk Link to strategy Trend Description Product underperformance Diversification Market liquidity Modernisation We are increasingly exposed to emerging markets and their inherent risks, given the geopolitical environment as well as our activity in this space. We expect this risk to increase as we grow this part of the business. Market liquidity is another risk of doing business and one that asset managers must embrace. That said, we mitigate this risk through extensive access to, and long-standing relationships with, liquidity sources, and have successfully navigated historic liquidity events such as covid-19, Brexit and the SNB decision to stop supporting the Euro-Swiss franc floor, which we see as a core competitive advantage. More recently, through adherence to our approved counterparty list, we maintained minimal exposure to Credit Suisse, while our Credit Committee continuously monitored developments as the situation unfolded. People risks People are our biggest asset and, as such, present various risks. We have worked hard to mitigate both key person and succession risks over the previous twelve months; indeed, succession planning is a key focus of the Board. Risk Link to strategy Trend Description Key person and succession Succession Talent acquisition and retention Succession The Group has been in business for 40 years and was previously vulnerable to key person risk in the executive, operational and investment teams. As we continue to execute the CEO’s strategy by planning for generational change and promoting from within, this key person and succession risk posed to the business becomes further diluted, as evidenced by the recent announcement of Dr Jan Witte as RCML CEO and the change of Chairman announced for the AGM in July. The inflationary environment has forced many firms, including ours, to consider risks to talent acquisition and retention. While there has been some turnover and internal promotions to key operational roles, we continue to successfully attract talent into all areas of the business. We also monitor risks such as conduct and conflicts of interest, as well as staff engagement and wellbeing. STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 54 Record plc Annual Report 2023 Viability statement In accordance with the UK Corporate Governance Code, the Directors have performed a robust assessment of the viability of the Group considering the business model, the Group’s expected financial position, Board strategy and risk appetite, the Group’s solvency and liquidity and its principal risks. Based on this assessment, the Directors have a current and reasonable expectation that the Group will continue to operate and meet its liabilities as they fall due for the next three years to 31 March 2026. The Directors review the financial forecasts and position of the Group on an ongoing basis. The capital and dividend policies reflect the stated objectives of maintaining a strong balance sheet whilst allowing the Group flexibility to adapt its products and services to market conditions, to take advantage of emerging business opportunities, and to make progressive and sustainable returns to shareholders. The Group’s strategy and principal risks are assessed and reviewed regularly at Board and Executive level, and by operational subsidiaries within the Group. Further detail on the Group’s strategy and principal risks is given in the Strategic report on pages 18 to 21 and 51 to 53 respectively. In assessing the viability of the Group, the Directors have considered the principal risks affecting the Group, which underpin the basis for the stress testing of the business plan conducted under the Investment Firm Prudential Regime (“IFPR”). This uses severe but plausible stress scenarios assuming the crystallising of a number of these principal risks to assess the options for mitigating the impact on the Group, and for ensuring that the ongoing viability of the Group is sustained. The scenarios assume mitigating actions including the potential for non-critical cost reductions and reassessing the dividend policy, although any mitigating actions would need to be reassessed depending on the specific circumstances and expected duration of the factors affecting the business model at the time. The possibility that the impact and timing of factors potentially affecting the viability of the Group could be more severe than assumed plausible for the above testing should also be noted. Changes in our industry such as the increase in demand for sustainable investment products and advances in technology provide both challenge but also opportunity to the Group, whilst economic uncertainty continues linked to the war in Ukraine and a higher inflationary environment. Through its change in strategy and increased focus on growth, combined with the continued enhancement of its products and services and in maintaining its approach to innovation and the use of technology, the Directors believe the Company to be capable of meeting such challenges, as evidenced by the growth in revenue and profits and the diversification of AUME seen over the last two years. The Directors consider a three-year horizon over which to assess the viability of the Group to be appropriate under such circumstances, since it provides a sharper focus and any further planning horizon provides a greater level of uncertainty to planning and financial projections. The Strategic report is set out on pages 1 to 54 of the Annual report and outlines our strategic objectives, performance and financial position, as well as our outlook for the future. The Strategic report was approved by the Board on 29 June 2023 and signed on its behalf by: Leslie Hill Chief executive Officer Record plc Annual Report 2023 55 Governance Governance Chairman’s introduction Board of Directors Corporate governance report Corporate governance overview Board structure Board activity Board eff ectiveness Corporate governance framework Internal control and risk management Nomination Committee report Audit Committee report Remuneration report Chair of the Remuneration Committee’s statement Remuneration Policy Annual report on remuneration Directors’ report Directors’ responsibilities statement 57 58 60 60 61 62 64 65 66 67 70 76 77 79 84 92 95 S T R A T E G I C R E P O R T G O V E R N A N C E F I N A N C I A L S T A T E M E N T S A D D I T I O N A L I N F O R M A T I O N 56 Record plc Annual Report 2023 Meet the Chair-elect Q&A with David Morrison, Chair-elect 1. What made you want to join Record? As Neil notes in his statement on page 7, I have some history with Record having initially been a client in the 1980s and subsequently sat on the Board, fi rstly, when the Company was private and, secondly, subsequent to its listing. In that context, I have followed its fortunes for close to forty years. I was both delighted and surprised to be considered to succeed Neil as Chairman of the Company and my reasons for being enthusiastic to take the role stem in no small measure from the regard that I have for Neil personally, as well as for the business he, supported over the years by some outstanding colleagues, has created. Some of the defi ning characteristics of the Company since inception have been intellectual rigour, an overwhelming focus on the importance of client relationships, which is evident from the longevity of several of those clients, and a strong corporate culture and values which have been a guidewire since the early days and which remain as powerful now as they were in the past. It is a testament to the strength of the business that many of the Company’s products, whilst evolving, have continued to generate revenues over a long period. However, one of the exciting aspects of re-engaging at this point are the new areas of business that have come to the fore since the appointment of Leslie Hill as CEO in 2020. Record continues to be one of the leading independent foreign exchange managers, but the potential of new products to broaden the business, to deliver growth and to add diverse and uncorrelated income streams gives me cause to be excited about the next few years. I believe that Record has both the benefi t of forty years of experience on which to draw and the ambition and potential of an early-stage company. 2. Where do you see the Group in fi ve years? For the reasons outlined above, I see much about the Group being similar in fi ve years’ time to what it is now. The quality of the people, the culture of the business, the attention to rigorous analysis and the respect for and desire to do the best possible for our clients must remain in place. I also believe that currency management will continue to be central. However, looking at the initiatives and ideas that are in train, ranging from infrastructure funds to cryptocurrencies, we have an opportunity to build a diversifi ed, alternative asset manager with a range of income streams and able to off er clients investment products that are not-yet part of the mainstream. As part of re-engaging with the business, I have spent time with several members of the team, some of whom I knew in the past, several of whom are recently arrived and their calibre, commitment and desire to see the Company grow gives me great confi dence, whilst recognising that not all of the “frontier” activities currently being explored will succeed. I believe strongly that the next few years will be a period of growth for the Company, but, to achieve that growth, we must be prepared to risk failure at times. 3. What are your priorities for the Board? To pick up on my comment above, to grow we must be willing to take risks. However, those risks must be taken in a well-controlled environment. It is the responsibility of the Board to ensure that the Company maintains the highest governance and ethical standards, whilst also ensuring that there is no corporate straitjacket that crushes initiative and constrains development. In practice, that means that there must always be full transparency and clear accountability across all the Company’s activities and jurisdictions. Whilst I would not wish to put words into their mouths, I feel that my colleagues on the Board and I are aligned with regard to our role and responsibilities and I much look forward to working with them in the next few years. Record has gained a reputation as a trusted, reliable and high-quality organisation; it is the responsibility of the Board to ensure that that mantle does not slip. Record plc Annual Report 2023 57 Chairman’s introduction As we celebrate Record’s fortieth year I am proud of our history of strong corporate governance, which has always been at the centre of the business, underpinning its purpose, values and decision-making. Neil Record Chairman S T R A T E G I C R E P O R T G O V E R N A N C E F I N A N C I A L S T A T E M E N T S A D D I T I O N A L I N F O R M A T I O N In this section of the Annual Report we explain our corporate governance arrangements and describe the operation of the Record Group, the Board and its Committees during the year. I have been involved with Record since its inception in 1983, initially as the founder and CEO and later as the Non-executive Chairman. As I introduced in my statement, my plan is to retire following the 2023 AGM, and I am happy to announce that David Morrison will take over as the new Chair of the Board. David is highly qualifi ed for the role, and shares my belief that Record will continue to succeed by having strong corporate governance arrangements. When I step down, I will leave behind a well-established and united Board that is successfully managing the implementation of our new strategy. Our enhanced business strategy of diversifi cation, modernisation and succession is routed in our core strengths and values, and our corporate governance structure is very much part of this. The expansion of the Group into new products and regions has been successful, and we are committed to utilising our knowledge and expertise to create value for our shareholders. I can confi rm that the corporate governance arrangements formally established in all Group companies operate eff ectively and effi ciently supported by the senior management and all Group employees. Although we believe that our governance approach is eff ective, the Board remains dedicated to enhancing governance structures that will enable the Group to fl ourish and navigate any future challenges. Neil Record Chairman 29 June 2023 58 Record plc Annual Report 2023 Board of Directors Neil Record Chairman Leslie Hill Chief Executive Offi cer Steve Cullen Chief Financial Offi cer Appointed: Neil founded Record in 1983 and has been its principal shareholder and Chairman since then. Neil also served as Record’s CEO until October 2010. He will retire at the 2023 AGM after a long and successful career. Appointed: Leslie joined Record in 1992. She was appointed Head of Sales and Marketing in 1999, and Chief Executive Offi cer in February 2020. Appointed: Steve was appointed to the Board and made Chief Financial Offi cer in March 2013. Previous appointments: Prior to founding Record, Neil was an economist at the Bank of England and worked in the commodity and currency trading department at Mars Inc’s UK subsidiary. Previous appointments: Leslie’s extensive prior experience includes working at Lloyds Bank and Merrill Lynch where she was Director and Head of Corporate Foreign Exchange Sales worldwide. Previous appointments: Steve qualifi ed as a Chartered Accountant in 1994 and gained 15 years of audit experience within public practice before joining Record. Current external appointments: Neil is Chairman of the Board of The Institute of Economic Aff airs and a director of IEA Forum Limited, Chairman of The Global Warming Policy Forum and a director of Aims of Industry Limited, Oxford Festival of the Arts, Circular Wave Limited, Restore Trust Ltd and The Pharos Foundation. Skills and experience: With almost 40 years of experience in fi nancial services, Neil remains integral to the development of the business strategy. As Chairman he is a strong fi gurehead, well-known and well-respected within the fi eld of currency management and as such is an asset to the Board. Neil is the author of numerous books and articles on currency and other risk management topics. Current external appointments: Leslie is a director of Trade Record Ltd and a Trustee of FINHUMF Charity. Current external appointments: Steve has no other appointments outside of the Record Group. Skills and experience: Having worked at Record for 30 years, Leslie has a deep understanding of Record’s products and the needs of clients. As Head of the Client Team she was instrumental in driving the client-focused culture of the business and helped to maintain existing and develop new client relationships. Leslie is therefore very well placed to provide a client perspective during Board discussions. This extensive experience means that, as CEO, Leslie is ideally suited to leading Record and in driving the delivery of the Board’s strategy. Skills and experience: Steve joined Record in October 2003 and led Record’s Finance team for over nine years, reporting directly to the Chief Financial Offi cer. He was part of the internal management team at Record involved in the preparation for admission to trading on the London Stock Exchange in December 2007. With his ICAEW FCA qualifi cation and over 30 years’ experience, including almost 20 years within fi nancial services, Steve brings considerable accounting, fi nancial and risk management expertise to the Board. David Morrison Independent Non-executive Director and Chair-elect Appointed: David was appointed as Non-executive Director and Chair-elect of Record in March 2023. Previous appointments: Previously, David served on the boards of several private and public companies, including PayPoint plc and Venture Production plc. More recently, he was Chairman of Be Heard plc. He also served as a Non-executive Director of Record in the period from 2009 to 2018, including as Senior Independent Director from 2016 until 2018. Current external appointments: David is currently Chairman of CPP Group plc and eConsult Health Ltd and Trustee and Member of the Council of Management of the Ditchley Foundation. Skills and experience: Having spent his career in venture capital, David was founder (1998) and Chief Executive of Prospect Investment Management, providing venture capital investment services to various institutional and family offi ce clients. With a deep understanding of the business from his previous non-executive experience and his extensive fi nancial expertise, David is ideally positioned for the role. N N R S T R A T E G I C R E P O R T G O V E R N A N C E F I N A N C I A L S T A T E M E N T S A D D I T I O N A L I N F O R M A T I O N Record plc Annual Report 2023 59 Board of Directors Tim Edwards Senior Independent Director Matt Hotson Independent Non-executive Director Krystyna Nowak Independent Non-executive Director Appointed: Tim was appointed as a Non-executive Director of Record in March 2018 and as Senior Independent Director in July 2021. Appointed: Matt was appointed as an independent Non-executive Director of Record in July 2021. Appointed: Krystyna was appointed as an independent Non-executive Director in September 2021. A Audit Committee N Nomination Committee R Remuneration Committee Chair Previous appointments: Previously, Tim was a member of the governing Board of Innovate UK, the UK’s innovation agency, Chair of the UK Cell and Gene Therapy Catapult and Chair of the UK BioIndustry Association. Previous appointments: Matt’s experience spans core fi nance, strategy, investor relations and business leadership gained from Arrow Global Finance plc, RSA Insurance Group plc, Cable and Wireless plc and Legal and General Group plc. Previous appointments: Previously, Krystyna was a Managing Director of Norman Broadbent and prior to this worked at Citigroup in a variety of senior roles across shipping fi nance, oil project fi nance and risk management, in Europe and Asia. Current external appointments: Matt is Group CFO of Mishcon de Reya LLP. Current external appointments: Krystyna is Senior Managing Director of the Teneo People Advisory Board Practice and is Senior Independent Director of abrdn Asian Income Fund Ltd. Current external appointments: Tim is a biotech entrepreneur, who is currently Chair of Schroders Capital Global Innovation Trust plc EndLyz UK Limited, Karus Therapeutics Limited and Storm Therapeutics Limited, and a Non-executive Director of AstronauTX Limited. Tim is also Chair of the Institute for Research in Schools Ltd. Skills and experience: Tim is a Chartered Accountant (FCA) with a background in corporate fi nance and venture investing, and he has extensive corporate development and people management experience. Tim adds insight to Board discussions ensuring that the Board continues to focus on mid to long-term value development. Skills and experience: Matt is a highly experienced fi nance professional, having worked for more than 25 years at leading FTSE 100 companies. He has a proven track record in leading fi nance strategy, business improvement, and fi nancial control for large listed companies. He is currently studying for a PhD in Digital Economics. Skills and experience: Krystyna has a wealth of City experience, both in banking and in executive search. She has an expertise in succession planning and Board composition having worked as a director for a specialist board-level search boutique. Krystyna is a graduate from Oxford University where she studied Physics and gained a Law Degree in 2003. A N R A N R A N R 60 Record plc Annual Report 2023 Corporate governance report Company purpose Our purpose is to continue to harness trends and innovate by collaborating with our clients, with the aim of achieving diverse partnerships of financial specialists – creating unique, opportunistic, sustainable solutions. Corporate culture Since its inception in 1983, the Group has consistently placed the interests and needs of its clients at the forefront of everything that it does, and this culture is deeply embedded throughout the business. The Board has worked tirelessly to ensure that the significance of client focus, diligence, transparency, accountability and probity is communicated to all employees, contractors and consultants across the Group. The wellbeing of employees has also been a key area of focus, with ongoing efforts to support colleagues. This year, the Company expanded its office spaces to create a more collaborative and inclusive environment for employees and instigated core office working days. The Board of Directors understands the importance of maintaining a strong corporate culture within the business, and is committed to ensuring that this value is instilled at every level of the organisation. Board and corporate governance changes This year saw important changes to the composition of the Board. Neil Record, our long-serving Chairman and founder of the Company, decided to retire from the Board. We are delighted that David Morrison will succeed Neil; David being a former Non-executive Director who served on the Record Board from 2009 until 2018. His deep knowledge of the business and strong leadership skills make him the ideal candidate for the role of the Chair of the Board. There have also been minor changes in the corporate governance structure with the establishment of the Investment of Record plc Capital Committee (“ICC”), which is responsible for assessing and approving proposed investments of plc capital, taking into account the objectives of product diversification and the development of investment talent. The Board is committed to ensuring the long-term sustainability of the business, not only from an investment perspective but also from the perspective of the entire organisation. While a Senior Sustainability Office has already been formally approved as a committee of the regulated subsidiary Record Currency Management Limited (“RCML”), sustainability has been a recurring item on the agenda at Record plc Board meetings, with regular reports from the Sustainability Manager on the committee’s activities. To reflect the need for strategic oversight of high-level sustainability activities that require management at the Group level, a proposal to make the Senior Sustainability Office a Group Executive Committee was approved at the April Board meeting. Additionally, the HR Committee will become a Group committee due to the Group’s expansion and increasing number of employees worldwide. Record Asset Management GmbH (“RAM”), a subsidiary of Record Group based in Germany, was awarded a BaFin licence in August 2022, leading to the implementation of a set of formal corporate governance arrangements, including the establishment of a Board of Directors. The Board held its inaugural meeting in March 2023, during which it approved all policies, procedures and functions necessary to ensure the business operates smoothly, effectively and efficiently while complying with all relevant laws and regulations. Further information on the corporate governance framework is provided on pages 65 and 66. Compliance with the 2018 UK Corporate Governance Code Throughout the year, the Company has applied the main principles and provisions of the Code as deemed appropriate to the Group. Section 172 disclosure Section 172 of the Companies Act 2006 requires Directors to promote the success of the Company for the benefit of the members as a whole and in doing so to have regard to the interests of stakeholders, including clients, employees, suppliers, regulators and the wider society in which it operates. Details of how the Board engaged with Record’s various stakeholders are shown on pages 37 to 39. Corporate governance overview Compliance with the UK Corporate Governance Code (the “Code”) The Board is supportive of the principles of the Code and has been since its Admission to the Official List of the UK Listing Authority in December 2007, with the Board complying as it deems appropriate given the nature and size of the business. The latest version of the Code was published in July 2018 and is applicable to accounting periods beginning on or after 1 January 2019. Copies of the Code can be obtained from the FRC’s website at www.frc.org.uk. Listed companies are required under the Financial Conduct Authority Listing Rules either to comply with the provisions of the Code or explain to investors in their next Annual Report why they have not done so. The Board has reviewed the appropriateness of the provisions to determine whether they should be applied or if departure is justified. All provisions of the Code have been applied as necessary as part of Record’s corporate governance framework except for the following: Provision 9 of the Code recommends that the chair should be independent on appointment. Neil Record was deemed to be a controlling shareholder until March 2023 and so was not independent on appointment. However, the Board is of the opinion that the potential issue of non-independence is outweighed by the attributes of leadership and guidance that Neil brings to the role and as Neil has announced his retirement from the Board at the upcoming AGM in 2023, there is no longer an issue. Record plc Annual Report 2023 61 Corporate governance report Provision 19 of the Code recommends that the chair should not remain in post beyond nine years from the date of first appointment to the Board. Neil Record founded the Record Group in 1983 and led the business until its IPO in December 2007. At the time of the IPO it was agreed Neil was best placed to continue to chair the business, a role he has undertaken ever since. Neil is well-known and well respected within the field of currency management and his long-established involvement with the business, his ideas and character have built the business to what it is today. This is no longer an issue with Neil’s retirement and the imminent appointment of a new Chair. The Board will therefore be fully compliant with both Provisions 9 and 19. Provision 21 of the Code recommends that the chair should consider having a regular externally facilitated board evaluation. In FTSE 350 companies this should happen at least every three years. As a non-FTSE 350 company the triennial requirement for an external assessment does not apply to Record plc, although an externally facilitated workshop was carried out in 2021. Details of the evaluation process previously conducted were provided in the Annual Report and Accounts 2021. Board structure Board composition The Record plc Board consists of seven members and is headed by Neil Record (Chairman), with the Executive Directors Leslie Hill (Chief Executive Officer) and Steve Cullen (Chief Financial Officer). There are currently four Non-executive Directors: Tim Edwards, being the Senior Independent Director, Krystyna Nowak, Matt Hotson and David Morrison. The biographical details of the Board members are set out on pages 58 and 59. In July 2023 Neil Record will retire from the Board and he will be succeeded by David Morrison who was appointed as a Non-executive Director and Chair-elect in March 2023. Code provision The Code recommends that at least half the Board, excluding the chair, should be non-executive directors whom the Board considers to be independent and the Board’s structure complies with this provision. The Board considers that the current composition is appropriate given the size and structure of the business. The division of responsibilities between the Chairman and the Chief Executive Officer is clearly established, set out in writing and agreed by the Board. Board responsibilities The Board has a schedule of matters specifically reserved for its decision and approval, which includes, but is not limited to: • determining the Group’s long-term strategy and objectives; • authorising significant capital expenditure; • approving the Group’s annual and interim reports and preliminary announcements; • the setting of interim and special dividends and recommendation of final dividend payments; • ensuring the effectiveness of internal controls and the risk management framework; • the authorisation of Directors’ conflicts or possible conflicts of interest; • communication with shareholders and the stock market; and • overseeing the Group Company policies, such as Code of Ethics, Anti-bribery and Corruption, Anti- Money Laundering, Conflicts of Interest, Supplier Code of Conduct, Inclusion and Diversity (both for the Board and Group-wide), Remuneration policy, Whistleblowing and others. Chairman The Chairman is responsible for leadership of the Board. He is also responsible for overseeing the activities of the Chief Executive Officer and providing advice, guidance and support to the executive team. He works with the Board to develop Group strategy and support its implementation. The Chairman is a principal ambassador of Record and a guardian of the Group’s ethos and values. Chief Executive Officer The Chief Executive Officer is responsible for the executive management of the Group with focus on profitable business growth while acting in the interests of all stakeholders – clients, shareholders, employees and industry regulators – and upholding the core values of Record. Her statement on FY-23 and the outlook for the Group can be found on pages 8 and 9. Chief Financial Officer The Chief Financial Officer is responsible for the finance function, the financial management and control of the business, and for developing and delivering appropriate internal and external financial reporting. His financial review for FY-23 can be found on pages 44 to 48. Senior Independent Director The Senior Independent Director’s role is to act as a sounding board for the Chairman, oversee the evaluation of the Chairman’s performance (see page 64) and serve as an intermediary for the other Directors if necessary. He is also available as an additional point of contact for shareholders and other stakeholders should they wish to raise matters with him rather than the Chairman or the Chief Executive Officer. Non-executive Directors The Non-executive Directors are responsible for upholding high standards of integrity and probity, providing constructive challenge and helping to develop proposals on strategy. STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 62 Record plc Annual Report 2023 Corporate governance report continued Board structure continued Independence of the Non-executive Directors In determining the independence of Non-executive Directors, the Board has taken into consideration the guidance provided by the Code. The Board considers Matt Hotson, Krystyna Nowak, Tim Edwards and David Morrison to be independent at the current time. Neil Record is a Non-executive Chairman, although he is not considered to be independent. Director appointments and time commitment The rules providing for the appointment, election, re-election and the removal of Directors are contained in the Company’s Articles of Association. The Company’s Articles of Association were revised in 2020 to align with the UK Corporate Governance Code July 2018, current legislation and market practice and were subsequently approved by shareholders at the 2020 AGM. Under the Articles, all Directors are subject to annual election or re-election by shareholders and all of the Directors will stand for election or re-election at the 2023 AGM, with the exception of Neil Record. The Board has agreed that all Directors standing for election or re-election continue to make a valuable contribution to the Board’s deliberations and recommends their election or re-election. As required by the UK Listing Rules, the appointment of independent directors must be approved by a simple majority of all shareholders and by a simple majority of the independent shareholders. Further details are set out in the 2023 Notice of AGM. Non-executive Directors’ letters of appointment stipulate that they are expected to commit sufficient time to discharge their duties. Non-executive Directors are required to notify the Chairman before taking on any additional appointments. David Morrison, upon joining the Board, disclosed his additional responsibilities and the Board was satisfied that he can effectively fulfil his duties as Chairman. Details of other roles held by the Non-executive Directors are set out in their biographies on pages 58 and 59. The Board is satisfied that all Directors continue to be effective and demonstrate commitment to their respective roles. The Executive Directors work full time exclusively for the Record Group and have no other significant commitments outside the Company. Neil Record, the Non-executive Chairman, works part time. Details of Executive Directors’ service contracts, termination arrangements and Non-executive Directors’ letters of appointment are included in the Remuneration report on page 81. Board member diversity The Board has approved a policy for ensuring Board member inclusion and diversity and has delegated the responsibility for addressing Board diversity to the Nomination Committee. The Nomination Committee reviews Board composition in the context of diversity and reports its recommendations to the Board to ensure diversity is achieved. The Board recognises that diversity in its broadest sense is crucial for driving effectiveness and includes different perspectives, experiences, backgrounds, psychological types and personal attributes. Gender diversity is considered a significant aspect of diversity, and the Board acknowledges that women with the right skills and experience can bring a unique perspective to the boardroom. The Group’s Board Inclusion and Diversity Policy aims to ensure that women represent at least one-third of the Board. Although the representation of women fell to 28% with the appointment of David Morrison, this will be rectified when Neil Record retires from the Board at the 2023 AGM. The Board’s opinion is that the current composition of members comprises a good mixture of skills, experience, knowledge and backgrounds and is therefore appropriate for the business at the present time. Future Director succession planning will take into account the benefits of diversity, including gender diversity, as set out in the Group’s Board Inclusion and Diversity Policy. Diversity in the workplace is described on page 31. Board activity Board focus and decision-making The regular scheduled Board meetings have a set, strategically focused agenda and Board members are invited in advance of each meeting to add any additional issues they wish to be addressed. Material circulated in advance of the meetings has included: • minutes of the previous Board meetings; • CEO report; • subsidiary company reports; • management information pack; • KPI data pack; • investment performance report; • IT strategy and systems report; • compliance report; • risk management report; • HR report; • sustainability report; and • governance report. Updates from the respective Chairs of the Nomination Committee, Remuneration Committee and Audit Committee are provided at each meeting. The Board discussed progress against strategy, focusing on product diversification, technology modernisation and succession planning on an ongoing basis. In addition, the Board also discussed global regulatory developments and the conflict between Russia and Ukraine. Record plc Annual Report 2023 63 Corporate governance report continued During the year, the Board focused on the key matters detailed below: Key matters considered by the Board in the year ended 31 March 2023 June 2022 July 2022 September 2022 November 2022 February 2023 • Annual Report and Accounts, including going concern and viability statement • Dividend review and approval • Risk and compliance • Geopolitical situation • Climate and sustainability • Strategy • Culture • Focus on Record Digital Asset Ventures • Managing continuous change • Investment of Record’s capital • Sustainability Board training • Interim Report and Accounts, including going concern review • Dividend review and approval • Recent investment performance • Talent and organisational development • Shareholder value • Company finances • Strategy • Risk and compliance, including Group Financial Crime review • Approval of new PDMRs and Insider lists • Third-party products framework • New subsidiary approval • Capital Markets event The meeting scheduled for March 2023 was postponed until April 2023. STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 64 Record plc Annual Report 2023 Corporate governance report continued Board activity continued Meeting frequency and attendance The Board met fi ve times between 1 April 2022 and 31 March 2023 (the scheduled meeting in March 2023 was postponed to April 2023) to review fi nancial performance and to follow the schedule of matters reserved for its decision and approval. Comprehensive Board papers, comprising an agenda and formal reports and briefi ng documents, are sent to Directors in advance of each meeting. Directors are regularly informed by senior executives and external advisers on the Group’s aff airs, including commercial, regulatory, legal, corporate governance and other relevant matters. Appropriate and timely notice is given of all Board meetings and all Directors receive information in advance so that if they are unable to attend, their input can be tabled and taken into consideration. The Board has regular off site strategy meetings and additional meetings as required to address specifi c issues. Board eff ectiveness Board induction and training New Directors appointed to the Board receive advice as to the legal obligations arising from the role of a director of a UK-listed company as part of a tailored induction programme. Following the appointment of David Morrison in March, a comprehensive and tailored induction programme was provided and is ongoing. This induction includes briefi ngs with the Chairman, Executive Directors and senior management to help him familiarise himself with his duties and the Group’s culture and values, strategy, business model, operations, risk and governance arrangements. The Company Secretary, under the direction of the Chairman, is responsible for maintaining an adequate continuing education programme, reminding the Directors of their duties and obligations on a regular basis, ensuring good information fl ow between the Board, its Committees and management and assisting with Directors’ continuing professional development needs. Any concerns raised by Directors which are not resolved are recorded in the Board minutes. No such matters were noted during the year ended 31 March 2023. All Directors have access to independent professional advice, when required, at the Company’s expense as well as to the advice and services of the Company Secretary. Directors are expected to attend all meetings of the Board. Details of Board meeting attendance are included in the table below: Meetings in the year: 5 Neil Record Leslie Hill Steve Cullen Tim Edwards Matt Hotson Krystyna Nowak David Morrison 5/5 5/5 5/5 5/5 5/5 5/5 0 David Morrison did not attend any meetings due to his appointment in March 2023. The Non-executive Directors met without the Executive Directors on several occasions throughout the year, prior to scheduled meetings. Board performance evaluation The Board is required by the Code to undertake an annual evaluation of its performance. The Code states that “There should be a formal and rigorous annual evaluation of the performance of the Board, its Committees, the Chair and individual Directors”. The Code recommends that evaluation of the Board of FTSE 350 companies should be externally facilitated at least every three years. The last externally facilitated Board eff ectiveness workshop was conducted in March 2021 and further details were provided in the Nomination Committee report of the Annual Report and Accounts 2021. This year Record decided to undertake an internal Board and Committee evaluation by using a questionnaire tailored to the specifi cs of the Company and its business. The main topics explored in the Board evaluation were the following: Board Structure, Information, Objectives, Strategy and Remit, Board Committees, Board Dynamics. Individual appraisal of each Director’s performance is undertaken by the Chief Executive Offi cer and the Chairman. The Senior Independent Director conducts an annual appraisal of the performance of the Chairman with input from the other Board members. The outcome of these appraisals in 2023 was positive and all roles were considered to be undertaken eff ectively. S T R A T E G I C R E P O R T G O V E R N A N C E F I N A N C I A L S T A T E M E N T S A D D I T I O N A L I N F O R M A T I O N Record plc Annual Report 2023 65 Corporate governance report continued Corporate governance framework The Board has established a framework of committees and sub-committees to ensure robust corporate governance practices throughout the business. The Board is confi dent that this structure is appropriate and that the delegation of responsibilities allows the business to operate in a structured manner and to respond rapidly when issues arise. The diagram below gives an overview of the Group’s core governance framework. Record plc Board Record Currency Management Limited Board Board Committees Operational Committees Nomination Remuneration Audit Investment Portfolio Management Group HR Sustainability Record plc – Board Committees The Board has established three Board Committees and delegated authority to each Committee to enable it to execute its duties appropriately. The annual reports of the three Committees provide a statement of each Committee’s activities in the year with a separate report from: • Nomination Committee – report set out on pages 67 to 69; • Audit Committee – report set out on pages 70 to 75; and • Remuneration Committee – report set out on pages 76 to 91. The Record plc Board Committees operate on written terms of reference, which are reviewed annually and which are available on the Group’s website or on request from the Company Secretary at the registered offi ce address. The Chair of each Committee reports regularly to the Board. The work undertaken by the Nomination, Audit and Remuneration Committees was reviewed by the respective Committee Chair to assess each Committee’s eff ectiveness during the year. The reviews concluded that the Committees were operating in an eff ective manner and no concerns were raised and these conclusions were reported to the Board accordingly. Record Currency Management Limited – Operational Committees The subsidiary Board has fi ve Committees responsible for operational oversight and decision-making as follows: Investment Committee Role: The Board has delegated the responsibility for authorising changes to existing investment processes and for approving new investment strategies to the Investment Committee. The Committee delegated its responsibilities for oversight and management of all aspects of client counterparty credit risk and associated policies to the Credit Risk Committee and day-to-day investment decision-making to the Investment Management Groups. Members: The Committee consists of the Chief Investment Offi cer, the Chief Executive Offi cer, the Group Chairman, the Head of FX Risk Management Solutions, the Director of Enhanced Passive and Rates and the Head of Macro Research. Meetings: The Committee meets as necessary, responding both to internal developments and external events. Reporting: Reports on the activities of the Committee are presented at each formal Record plc and RCML Board meeting for review and comment. Portfolio Management Group Role: The Group is responsible for client take-on, new and amended products/service operational approval, business as usual operational activities and operational incidents, errors and breaches. Members: The Chief Operations Offi cer, the Head of Client Onboarding, the Head of FX Risk Management Solutions, the Head of Portfolio Implementation, the Head of Reporting, the Head of Front Offi ce Risk Management and the Head of Trading. Meetings: The Group meets at least once a week and as necessary in response to individual or specifi c events requiring review. Reporting: Reports on the activities of the Group are presented to the RCML Board meeting for review and comment. 66 Record plc Annual Report 2023 Corporate governance report continued Corporate governance framework continued Record Currency Management Limited – Operational Committees continued HR Committee Role: The Committee is responsible for the development and review of the Group Human Resources strategy, approach to the systems for performance management, staff remuneration and benefits, training and development and ensures rigorous and transparent employment policies, procedures and systems are in place and kept under review. Members: The Chief Executive Officer, the Head of HR, the HR Director and the Global Head of Sales. Meetings: The Committee meets at least once a month and as necessary in response to individual or specific events requiring review. Reporting: Reports on the activities of the Committee are presented to the RCML Board meeting for review and comment and to the Record plc Board meeting. Senior Sustainability Office (“SSO”) Role: The SSO is responsible for delivering on Record’s commitment to be a sustainability leader and in ensuring Group efforts are strategically aligned with the principles of sustainability and that environmental, social and governance principles are embedded in Group decision-making processes. Members: The Chief Executive Officer, the Chief Investment Officer, the Global Head of Sales, the Head of Trading, the Head of Macro Research, the Head of HR and the Sustainability Manager. Meetings: The Office meets bi-monthly and as necessary in response to individual or specific events requiring review. Reporting: Reports on the activities of the SSO are presented to the RCML Board meeting for review and comment and to the Record plc Board meeting. Internal control and risk management The Board has overall responsibility for the Group’s systems of internal control and the management of significant risks. The Board sets appropriate policies on internal control, which are reviewed annually. The authority for the operational risk management is delegated to the RCML Board. The Board seeks ongoing assurance from the RCML Board, the Head of Business Risk, the Head of Compliance and senior management about the effectiveness of the internal controls, which include operational and compliance controls, risk management and the Group’s high-level internal control arrangements. Such a system of internal controls is designed to manage, rather than eliminate, risk of failure to meet business objectives and can only provide reasonable and not absolute assurance against material misstatements or loss. Further information on the Group’s risk management framework is provided on pages 49 to 53 of the Strategic report. The Record plc Board has undertaken a review of the effectiveness of internal controls for the year ended 31 March 2023 and is satisfied that the internal control environment is appropriate (see “Internal controls and risk management” on page 74). Approved by the Board and signed on its behalf by: Kevin Ayles Company Secretary 29 June 2023 Record plc Annual Report 2023 67 Nomination Committee report S T R A T E G I C R E P O R T G O V E R N A N C E F I N A N C I A L S T A T E M E N T S A D D I T I O N A L I N F O R M A T I O N During this year, the Nomination Committee’s primary focus was to implement a succession plan for the Chair of the Board, in light of Neil Record’s retirement decision at the 2023 AGM. I am confi dent that in David Morrison we have selected the best candidate for the role. Krystyna Nowak Chair of the Nomination Committee Role of the Committee The Nomination Committee is responsible for ensuring that the Board and senior management possess the appropriate skills and expertise necessary to facilitate the Company’s growth, sustain competition in its markets, and manage risks eff ectively and effi ciently. The Committee serves both Record plc and the Group’s FCA regulated entity, Record Currency Management Limited. Committee meeting attendance Krystyna Nowak Matt Hotson Tim Edwards Neil Record David Morrison 7/7 7/7 7/7 7/7 0 David Morrison did not attend any Committee meetings due to his appointment being in March 2023. 68 Record plc Annual Report 2023 Nomination Committee report continued I am pleased to present the Nomination Committee report for the year ended 31 March 2023. This will be my second report as Chair of the Nomination Committee since I joined the Record plc Board in September 2021. Key responsibilities The key responsibilities of the Committee are to: • review the structure, size and composition of the Board and Committees including the diversity and balance of skills and experience; • consider succession planning for Directors and other senior management; • identify and nominate for the approval of the Board candidates to fill Board vacancies; and • review annually the time commitment required of Non-executive Directors. Membership of the Committee I chair the Committee and am supported by the other independent Directors, Matt Hotson, Tim Edwards, newly appointed David Morrison and the Group Chairman, Neil Record, until his retirement at the AGM 2023. Committee meetings The Committee met on seven occasions during the year ended 31 March 2023 and invited the Chief Executive Officer and the Head of Human Resources and Company Secretary to join the meetings as the Committee considered appropriate. Committee member meeting attendance is detailed above. The Chair of the Nomination Committee reported regularly to the Board on the Committee’s activities, identifying matters where any action was deemed to be required and making recommendations as considered appropriate. Key areas of focus Chair succession planning With the forthcoming retirement of the Company’s founder, Neil Record, as Chairman, the Committee has worked with the Board to select a successor and we are pleased that David Morrison has joined us as Chair-elect, to assume the role of independent non-executive Chairman from the AGM in July. The Committee selected a pool of potential candidates as part of the recruitment process and each candidate was evaluated based on their skills and experience of leading a successful business and a diverse team. Gender Men Women Ethnic group David was the standout candidate, with extensive experience and a proven track record of leading companies through periods of growth and change. David previously served as an independent Non-executive Director at Record, which has given him a background understanding of the Company which is very additive. Board composition and succession plans The Committee is committed to ensuring that the Board has the necessary skills and expertise to facilitate the Group’s growth plans, which involve diversifying products, investing in technology, and implementing robust succession plans. Leslie Hill, Group CEO, is focused on the delivery of the Group’s three-year plan. The opportunity to lead the subsidiary company, Record Currency Management, has arisen, allowing Jan Witte to assume the role of CEO. This appointment will enable him to effectively manage and expand the subsidiary business. Board diversity and newly introduced Listing Rules The Group’s Board Inclusion and Diversity Policy was last reviewed by the Committee in April 2022 and was updated to ensure that the Board was championing inclusion and diversity through a clear tone from the top and that it aligns with the many inclusion and diversity initiatives for the broader staff group. The policy outlines the Board’s commitment to strive towards having a minimum of one-third of women on the Board, a goal that has been upheld for several years. The new Listing Rule requirements detail three targets for the Board: that 40% of the individuals on the Board are women; that at least one senior Board position is held by a woman; and that at least one individual on the Board is from a minority ethnic background. As of 31 March 2023, 29% of our Board are women, which will increase to 33% on Neil Record’s retirement in July. This fulfils the targets established in the Group’s Board Inclusion and Diversity Policy. We have a female CEO, Leslie Hill. None of our Board members are from a minority ethnic background. The approaches to the data collection for the purpose of this disclosure were the following: • Self-identification: the Board Directors were given the opportunity to self-identify their gender and ethnic diversity through a diversity questionnaire. • HR records: the data on gender was collected through HR records. Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID and Chair) Number in executive management Percentage of executive management 5 2 7 — 71.4 28.6 100 — 3 1 4 — 4 2 6 — 66.7 33.3 100 — White British or other White (including minority-white groups) Mixed/Multiple ethnic groups Note – Executive management includes the Record Currency Management Limited Board members. Record plc Annual Report 2023 69 Nomination Committee report continued Board gender Board tenure As at year end Female 28.6% Male 71.4% >6 years 42.9% 0-6 years 57.1% The Board believes that an inclusive culture and one that supports diversity is essential to the long-term success of the business. We are fully committed to a diverse Board which benefits from different skills, experience, background, gender and ethnicity. We believe that the current Board has the skills and diversity to discharge its duties and responsibilities effectively. Being a company with a well-established corporate governance structure and small size, we do not believe that we will gain any benefit from appointing additional Directors. The Committee has committed to regularly reviewing the Board’s composition and the Board will make efforts to achieve the necessary diversity objectives at the earliest possible opportunity. The Committee is working on succession plans, covering different time frames, including contingency planning, medium-term planning for the orderly replacement of current Board members and senior executives, and long-term planning that aligns with the Company’s strategy and objectives. The Board is satisfied that the Group’s Board Inclusion and Diversity Policy is applied to its Remuneration, Audit and Nomination Committees and it covers aspects such as ethnicity, sexual orientation, disability and socio-economic background (in addition to the aspects of age, gender or educational and professional backgrounds). Tenure and effectiveness of the Chairman According to the UK Corporate Governance Code, it is recommended that the Chair of a company’s Board should step down from their position after serving for a maximum of nine years since their appointment. The Committee is aware that Neil Record has held this position since Record’s IPO in 2007, but as Neil has announced his retirement from the Board at the upcoming AGM in 2023, there is no longer a non-compliance issue. Performance of the Directors and the Board As per the UK Corporate Governance Code, it is required for the Board to conduct a yearly evaluation to assess their performance. Additionally, FTSE 350 companies are advised to undertake an external evaluation once every three years. Although Record is not a part of this index, an external evaluation workshop was conducted in 2021. In 2023, the Committee opted for a self-assessment questionnaire to evaluate the Board’s performance. The questionnaire covered various topics such as Board structure, information, objectives, strategy, remit, Board Committees and Board dynamics. The Committee was content with the results of the evaluation and also identified certain areas for improvement. Looking forward The Committee’s primary concern is to continue to plan for the future leadership of the Company and to ensure that there is strong talent for senior positions. Leslie Hill continues to lead the Group’s strategy, and during this time, the Committee will concentrate on planning for a smooth and seamless handover of the CEO position at the appropriate time. Approved by the Committee and signed on its behalf by: Krystyna Nowak Chair of the Nomination Committee 29 June 2023 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 70 Record plc Annual Report 2023 Audit Committee report I am pleased to confi rm the Committee has continued to be central to the oversight of the Group’s fi nancial reporting, control and assurance processes and internal and external audit. Matt Hotson Chair of the Audit Committee Role of the Committee The role of the Audit Committee is to encourage and safeguard a high standard of integrity in fi nancial reporting having regard to laws and regulations applicable to the Group and the provisions of the UK Corporate Governance Code. The Committee serves both Record plc and the Group’s FCA regulated entity, Record Currency Management Limited (“RCML”). Committee meeting attendance Tim Edwards Matt Hotson Krystyna Nowak 6/6 6/6 5/6 Krystyna Nowak was unable to attend the November meeting due to a prior commitment. Record plc Annual Report 2023 71 Internal audit: • reviewing and approving the role, mandate and annual internal audit plan of the internal audit function, ensuring that the function has the necessary resources and access to information to enable it to fulfil its mandate; • monitoring and reviewing the effectiveness of the Group’s internal audit function; and • reviewing and monitoring management’s responsiveness to the internal auditor’s findings and recommendations. Financial reporting: • monitoring the integrity of the Group’s financial statements, including the review of this Annual Report and any other formal announcements relating to the Group’s performance; • reviewing any significant financial reporting judgements; • reviewing the assumptions and any qualifications made in support of the going concern statement and the longer-term viability statement; and • reviewing the application and consistency of accounting policies and accounting standards. The full terms of reference of the Committee were last updated and approved by the Board in April 2023. They comply with the UK Corporate Governance Code (the “Code”) and are available on the Group’s website or from the Company Secretary at the registered office address. The Chair of the Committee provides regular reports to the Board detailing how the Committee has discharged its responsibilities as set out in its terms of reference. Audit Committee report I am pleased to present the Audit Committee report for the year ended 31 March 2023 (“FY-23”). This will be my second report since I joined Record in 2021 and I am happy to confirm that the Audit Committee proved to be efficient in delivering its main purpose to the Board – the oversight of the financial reporting process of the Group’s financial performance – while remaining focused on continuing improvement of the internal control environment. Committee duties In early 2022, the responsibility for supervising both the main and developing risks was given to the Board of Record plc. This move was beneficial for the Audit Committee as it allowed the Committee members to concentrate on crucial matters related to financial reporting and internal control efficiency during a time when the Group was expanding into new business areas. Under its terms of reference, the Committee is tasked with the following: Internal controls and operational conflicts of interest: • monitoring and reviewing the Group’s internal controls; and • reviewing the Group’s annual statement on its systems of internal financial controls prior to endorsement by the Board. Whistleblowing and fraud: • overseeing whistleblowing arrangements by which staff may raise concerns about possible improprieties in financial reporting or other matters; and • reviewing the Group’s procedures for detecting fraud and investigating and handling allegations from whistleblowers and ensuring that arrangements are in place by which Group employees may in confidence raise concerns about possible improprieties in financial reporting and financial controls. External audit: • making recommendations relating to the appointment, re-appointment and removal of the external auditor and overseeing any tender of external audit services; • approving the remuneration and terms of engagement of the external auditor; • reviewing and monitoring the independence and objectivity of the external auditor, and reviewing the effectiveness of the audit process, taking into consideration relevant UK professional and regulatory requirements; and • overseeing the provision of any non-audit services by the external auditor. STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 72 Record plc Annual Report 2023 Audit Committee report continued Key areas of focus Change of the internal audit provider Since 2010, Deloitte has been our partner in supplying internal audit services. However, there was a growing sense at all levels of the organisation that a new perspective on the internal audit process was needed. The Head of Risk presented the Committee with various proposals for how to approach the third line of defence in managing risks, and after considering these proposals, the decision was made to appoint RSM UK Risk Assurance Services LLP (“RSM”) as the new internal auditor. The Committee selected RSM because of their proven diligence and expertise in conducting internal controls testing for Record and the strength of their skills and expertise to conduct the proposed internal audit plan. The Committee is content that the internal audit function has sufficient independence to perform its duties effectively and efficiently. Review of the regulatory landscape Throughout the year, the Committee was updated on new developments in the regulatory landscape, including two significant changes in IFPR: regulatory risk capital and Internal Capital Adequacy and Risk Assessment (“ICARA”). The Committee reviewed and successfully complied with both regulatory requirements, with reports being produced and assessed by the Committee before being presented to the Board for approval. Third-party assurance services RSM was appointed in January 2020 to conduct the Reporting Accountant and Independent Service Auditor (ISAE 3402/ AT-C 320) reports on internal controls on an annual basis. Their report for 2023 is scheduled to be completed on 30 June 2023 and reviewed by the Committee at the earliest meeting scheduled for July 2023. Option valuations One key finding during the audit was a discrepancy arising in the option valuations for the new LTIP scheme linked to the use of slightly different methodologies between valuation models. Although the valuation difference was not material for FY-23, the Committee recognised the importance of further aligning the two methodologies to prevent the divergence in the accumulated valuation difference over time. The valuation methodology was changed to include additional measurement points and an amended holding period to reflect the recommendations made by the auditor and to align the input assumptions with the aim of minimising the potential for material findings in the future. Consequently, no adjustments to the financial statements were deemed necessary. Software development cycle and capitalisation of the expenses As part of our modernisation strategy, Record carried out several major projects, including the creation and implementation of the new Record Platform and other significant business infrastructure and development initiatives. To maintain appropriate control and financial reporting standards, both the internal and external audit functions focused on various aspects of the software development cycle and associated internal controls. The Committee oversaw and reviewed both audits to ensure that they complemented each other and added value to the projects. The internal audit report showed that Record had adequate controls, processes and resources in place to manage software development projects, but noted that the documentation of project roles and responsibilities could be improved. The external audit reviewed the capitalisation of expenses related to the Record Platform development and was satisfied with the results. Membership of the Committee The Committee is composed solely of independent Non-executive Directors. Matt Hotson was appointed as Chair of the Committee in July 2021 and he is supported by the other independent Directors: Krystyna Nowak and Tim Edwards. Matt has been deemed by the Board as the most suitable independent Director to serve as the Chair of the Audit Committee, given his experience in financial services as a CFO of different listed companies. The other members of the Committee share this view. Tim Edwards is a Chartered Accountant (FCA) with a background in corporate finance and venture investing and Krystyna Nowak has a wealth of City experience in banking. The Board is content that, through their experience in other organisations, the Committee members have the relevant skills and financial expertise needed for the sector in which the Group operates. The biographical information of the Committee members is available on pages 58 and 59. The composition of the Committee complies with the Code provision for smaller companies requiring at least two independent Non-executive Directors throughout the year. Record plc Annual Report 2023 73 Audit Committee report continued Committee meetings The Committee met six times during the year ended 31 March 2023. The meetings were attended by the Chief Executive Officer, the Head of Compliance, the Head of Business Risk and the Chief Financial Officer. Representatives from BDO LLP attended four meetings as the incumbent external auditor. The Deloitte internal audit partner attended two meetings and the subsequently appointed RSM internal audit partner attended one meeting. Minutes of the meetings were documented by the Company Secretary and retained on file. Committee member meeting attendance for the year ended 31 March 2023 is detailed on page 64. The Committee also separately met the Group’s external auditor on one occasion and the internal auditor on one occasion, providing an opportunity for them, privately and in confidence, to raise matters of concern. The Chair of the Committee reported regularly to the Board on the Committee’s activities, identifying any matters on which the Committee considered that action was required, and made recommendations on the steps to be taken. Committee Chair meetings During the year the Chair of the Committee has had separate discussions with the key people involved in the Company’s governance, including the Board Chairman, the Chief Executive Officer, the Chief Financial Officer, the Head of Compliance, the Head of Business Risk, the Company Secretary and also the external audit partner and the internal audit partner to obtain updates and insights into business activities. Committee evaluation An internal review of Committee effectiveness was overseen as part of the Board evaluation process in March 2023. The conclusion was that the Committee was effective in carrying out its duties. Committee activities The Committee has discharged its responsibilities under its terms of reference for the period under review by the following actions: • reviewing the form, content and integrity of financial information prior to release, including the Annual and Interim Reports; • reviewing the content of each of the Interim Management Statements for subsequent Board approval; • considering the Pillar 3 disclosures prior to their recommendation for acceptance by the Board; • reviewing the ISAE 3402 internal controls year-end testing results; • discussion of the regulatory risk capital and Internal Capital Adequacy and Risk Assessment (“ICARA”) prior to their recommendation for acceptance by the Board; • receiving and reviewing internal audit updates and reports; • evaluating the performance and independence of the internal auditor during the engagement period; • reviewing the independence of the Group’s external auditor and the nature of non-audit services supplied by the auditor; • reviewing the external auditor’s audit strategy for the interim review and the final audit; • assessing the external auditor’s concluding report for the interim review and the year-end financial statements; • evaluating the performance of the external auditor over the period; and • reviewing and approving the Group whistleblowing policy, its appropriateness and whether the relevant procedures are efficient. Financial reporting The Committee has thoroughly reviewed the half-year and annual results and the Annual Report, before recommending them to the Board for approval. During the year, the Committee also considered the significant financial and regulatory reporting issues and judgements made in connection with the financial statements and the appropriateness of accounting policies. In particular, the Committee considered management reports providing assessments of the internal controls environment, future cash flows, going concern and ongoing viability, capitalisation of the software expenses and option valuations. STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 74 Record plc Annual Report 2023 Audit Committee report continued Financial reporting continued The Committee was satisfied that all judgements made by management which affect financial reporting have been made in accordance with the Group’s accounting policies and made a recommendation to the Board that it was appropriate for the Group to adopt the going concern basis of accounting in preparing the half-year and annual financial statements for the year ended 31 March 2023. The Committee further considered reports from the external auditor, in particular its independent assessment of financial reporting and key controls, the audit opinion on the Annual Report and the independent review report on the half-year results. The Committee is satisfied that the financial reporting control framework operated effectively after considering reports from both management and the external auditor. The Committee has reviewed the narrative statements in the Annual Report to ensure they are fair, balanced and understandable and consistent with the reported results, and also reviewed the auditor’s findings report which identified no significant issues. The Committee was satisfied with the content of the Annual Report, confirmed there were no significant issues or concerns to be addressed and recommended that it be approved by the Board. Internal controls and risk management The Committee provides an oversight and independent challenge to the internal controls of the Group. In July 2022 the Committee undertook a detailed review of the Group’s Controls Assurance report which had been prepared in accordance with ISAE 3402. The Committee members agreed they were satisfied with the internal controls testing conducted and observations and disclosures made in the document. The Committee has reviewed and evaluated the system of internal controls and risk management operated within the Group, and is satisfied that the internal control environment is appropriate. More information on the Group’s risk management framework is given in the Strategic report on pages 49 and 50. Internal audit The internal audit function undertakes a programme of reviews as approved by the Committee, reporting the results together with its advice and recommendations to the Committee. The function was provided by Deloitte LLP (“Deloitte”) under an outsourcing contract which commenced in May 2010 and terminated in July 2022, being replaced by RSM. The objectives and responsibilities of internal audit are set out in a charter reviewed and approved on an annual basis. The charter was last reviewed and approved by the Committee in October 2022. RSM reports directly to the Committee and the relationship is subject to periodic review. Jed Turnbull was appointed as the RSM internal audit partner, succeeding Russell Davis from Deloitte. The Committee and the internal auditor have developed a planning process to ensure that the audit work performed focuses on significant risks. The plans include deep-dive thematic and risk-based audits and also high level in-flight reviews of specific projects as agreed by the Committee, RSM and management. Each review is scoped at the start of the audit to ensure an appropriate focus reflecting business activities, the market environment and regulatory matters. The plans are periodically reviewed to ensure they are adapted as necessary to capture changes in the Group’s risk profile. The Committee has received regular reports on the programme of reviews and internal audit findings at each of its meetings during the course of the year. The Committee has reviewed the findings and recommendations made by the internal auditor and has aimed to ensure that any issues arising are suitably addressed by management in an effective and timely manner. The Committee has reviewed RSM’s work and discussed the delivery of internal audit with management and is satisfied with the internal audit work conducted and the coverage and standard of the reports produced. The Committee has monitored whether sufficient and appropriate resources are dedicated to the internal audit function and this has been reported to and noted by the Board. Record plc Annual Report 2023 75 Audit Committee report continued External audit A tender process was last conducted in 2020, when BDO LLP (“BDO”) was approved by shareholders at the AGM as the Company’s external auditor. Orla Reilly, who had previously worked on the external audit, was appointed as statutory auditor in January 2022, succeeding Neil Fung-On. The Committee approved BDO’s fees and the terms of the audit engagement letter for the year ended 31 March 2023 in January 2023. Non-audit services undertaken by the external auditor The following permitted non-audit services, pre-approved by the Committee and within a pre-determined cost limit, have been undertaken by BDO in the year under review: • independent auditor report to the FCA on compliance with client asset rules; and • the interim review work performed on the half-year accounts. Details of the total fees paid to BDO are set out in note 5 to the accounts. Non-audit fees, excluding audit-related assurance services required under law or regulation, were equivalent to 4.5% (2022: 7%) of audit fees and were therefore within the permitted cap of 70%. Assessment of external auditor independence The Committee was satisfied that the quantity and nature of non-audit work undertaken during the year did not impair BDO’s independence or objectivity and that its appointment for these assignments was in the best interests of the Group and its shareholders. The Committee is satisfied that the external auditor has maintained its independence and objectivity over the period of its engagement. The Company is committed to the regular rotation of the external auditor and external audit partners and the last tender process was conducted in 2020. Approved by the Committee and signed on its behalf by: Matt Hotson Chair of the Audit Committee 29 June 2023 The Committee has reviewed reports from the external auditor on the audit plan (including the proposed materiality level for the performance of the annual audit), the status of its audit work and issues arising. The Committee discussed the findings with the auditor and was satisfied with the conclusion reached by the auditor that there was no evidence of material misstatements. The Committee has confirmed that no material items remained unadjusted in the financial statements. An assessment of the quality and effectiveness of BDO as the Group’s external auditor was considered by way of a review completed by the Committee with the assistance of senior members of the Finance team and with reference to the FRC’s practice aid on assessing audit quality, published in December 2019. The Committee evaluated the judgements; mindset and culture; skills, character, and knowledge; and quality control demonstrated by BDO throughout the audit process and concluded that BDO had provided a quality external audit service which was appropriate for the Group given its size and structure. External auditor independence Policy on provision of non-audit services by the external auditor During the year the Committee operated a policy covering the provision of non-audit services by the external auditor to ensure that the ongoing independence and objectivity of the external auditor was not compromised. The policy adheres to the Financial Reporting Council’s revised Ethical Standard issued in December 2019. Under the Ethical Standard the aggregate of fees for all non-audit services, excluding audit-related assurance services required under regulation, may not exceed 70% of the average of the audit fees for the preceding three-year period. The Committee considers it best practice to adhere to the fee cap on an annual basis and monitors fees accordingly. STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 76 Record plc Annual Report 2023 Remuneration report Our remuneration policy is designed to align the interests of our employees and executives with those of our key stakeholders, including our clients, shareholders and regulators. Tim Edwards Chair of the Remuneration Committee Role of the Committee The role of the Remuneration Committee is to review and approve the remuneration strategies of the Group, encompassing the Chair, the Executive Directors, and the staff as a whole. The Remuneration Committee also reviews and advises on the remuneration policy, ensuring that it complies with regulatory requirements, it promotes good conduct consistent with sound and eff ective risk management, and is properly disclosed to stakeholders. Committee meeting attendance Tim Edwards Matt Hotson Krystyna Nowak 6/6 6/6 6/6 Record plc Annual Report 2023 77 Remuneration report Chair of the Remuneration Committee’s statement Introduction I am pleased to present our Remuneration report for the year ended 31 March 2023. We believe that our Remuneration Policy, as approved by shareholders at our 2022 AGM, remains appropriate and we are focusing on the implementation of our policy with no further changes. Our report is split into three sections: • the Remuneration Policy tables; • the annual report on remuneration for 2022-23; and • the role and activity of the Remuneration Committee. We have not reproduced the full Remuneration Policy in this report but have provided a summary in the tables produced on pages 79 to 81. A copy of our full Directors’ Remuneration Policy, as approved by shareholders in July 2022, is available in the Remuneration section of the 2022 Annual Report and Accounts, which is available on our website www.recordfg.com. Remuneration principles Our approach to remuneration remains unchanged and is driven by long-term thinking to promote the sustainable growth of the Group. Identifying, developing and appropriately compensating our high performers, at all levels of the business, is critical to long-term business success and is aligned to both clients’ and shareholders’ interests. Our key remuneration principles are: • a consistent remuneration structure for all employees, not just Directors, which is transparent and straightforward; • our employees should be rewarded and incentivised to deliver profitable business growth; • remuneration should comprise i) fixed salary, pension and benefits; ii) variable remuneration based on individual and Group performance; and iii) longer-term incentives based primarily on Group performance; and • Executive Directors’ remuneration should include a deferred element, which is satisfied by paying it in the form of equity. Implementation of our Remuneration Policy In last year’s Remuneration Policy we outlined a number of priorities that the Remuneration Committee was focusing on and I would like to summarise progress in these areas: • motivate and retain our CEO to deliver our three-year strategy: The remuneration structure that we put in place for our CEO was designed to ensure that Leslie Hill is motivated and incentivised to drive our 2022-25 three-year strategy, while acknowledging that she is a significant shareholder and therefore fully aligned with shareholders over the long term. The business has outperformed the first year of our three-year strategy, delivering higher revenue and operating profit than was targeted. Leslie will therefore receive her salary and full bonus in recognition of both these excellent financial results as well as the progress made in each of our three strategic priorities of diversification, modernisation and succession. • create a remuneration structure that aligns with and supports our succession plans: The implementation of our LTIP scheme in line with our Remuneration Policy has created alignment, incentive and retention of key Executive Directors and members of senior management to support our succession plans. Participants in the LTIP scheme forfeited part of their bonus to participate in the scheme, and any vesting of awards will be in shares, subject to the satisfaction of three-year targets and continued employment. • use robust performance metrics to ensure payment for success: Our Executive Directors’ Bonus Scheme has been implemented, based on paying for performance. The Remuneration Committee believes there is a balance between a formulaic and a discretionary approach, and has ensured that the measures and targets used to determine variable pay for Executive Directors are aligned with our three-year strategy, being based both on the delivery of annual profits and the progress in key strategic areas. In addition, our LTIP scheme includes both EPS and TSR performance conditions and our Staff Bonus Scheme recognises Company, department and individual levels of performance. • align the interests of our Executive Directors with those of our shareholders: The alignment of our three-year strategy to deliver long-term sustainable business growth with the design of our remuneration schemes means that remuneration outcomes will be delivered fully in shares through the LTIP and partly in shares in our bonus scheme. All awards in shares have further holding periods, aligning interests with shareholders. Total remuneration spend Over the medium term, the Board has set a target ratio of total remuneration costs to be up to 50% of revenue. This includes all remuneration costs for Directors and staff. For this financial year, total remuneration costs represented 46% of revenue and were managed well within the target ratio. In total, the Executive Director Bonus Scheme and Staff Bonus Scheme are capped at 35% of operating profit pre-bonuses and this year variable remuneration totalled 34.7% of operating profit. Group performance for 2022-23 The year to 31 March 2023 has seen revenues increase by 27.4% compared with last year, an increase in operating profit of 33.6% and our AUME reached $87.7 billion. Our bonus pool was 34.8% of pre-bonus underlying operating profit, which represented £7.6 million, directly linking the Group’s financial performance to the size of the variable remuneration pool. The payments made under the bonus scheme increased by 33.2% compared to the previous period. STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 78 Record plc Annual Report 2023 Remuneration report continued Chair of the Remuneration Committee’s statement continued Executive Director remuneration outcomes 2022-23 A cost-of-living allowance of £3,000 was paid to all staff during the year. This was not paid to Executive Directors or Board members. In addition, a discretionary salary review was undertaken to recognise promotions and increases to roles and responsibilities. No changes were made to Leslie Hill’s salary. Leslie’s variable remuneration was determined by the criteria outlined in the Executive Directors’ Bonus Scheme. Leslie’s bonus was paid in full, with 75% of her bonus relating to the outperformance of annual profit targets and 25% of her bonus relating to strong strategic progress made in the areas of diversification, modernisation and succession. Further details are provided on page 85. To reflect the increasing breadth of Steve Cullen’s role with the expansion of the Record Group, his salary was increased to £160,000 from 1 April 2023. Steve’s bonus was paid in full, with 75% of his bonus relating to the outperformance of annual profit targets and 25% of his bonus relating to strong strategic progress made in the areas of diversification, modernisation and succession. Further details are provided on page 85. The Remuneration Committee also received input from the Head of Compliance, who reports any legal or compliance issues that relate to Executive Directors who are due to receive bonus payments. Payments were made in accordance with the Executive Directors’ Bonus Scheme rules and were approved by the Committee. No option or LTIP awards were made to Leslie Hill during the year, in line with the CEO remuneration structure outlined in the Remuneration Policy. Steve Cullen received an LTIP award of 150% of his base salary, granted in line with the LTIP scheme rules. Alignment with shareholders As at 31 March 2023, 39% of the Group’s shares were held by the Chairman and the Directors, and each of the current Executive Directors has a shareholding significantly greater than 150% of their base salary. In addition, 63% of the Group’s employees are shareholders. Engaging with employees The Remuneration Committee takes an active involvement in remuneration for the whole Group. Record staff participate in all of the remuneration arrangements, including the Staff Bonus Scheme, LTIP, JSOP and share schemes. The Remuneration Committee reviews all bonus, LTIP and option awards. A significant proportion of our colleagues are shareholders, so are able to express their views in the same way as other shareholders. When determining Executive Director remuneration arrangements, the Remuneration Committee takes into account pay conditions throughout the Group to ensure that the structure and quantum of Executive Directors’ pay remains appropriate in the circumstances. In my role as Employee Engagement Director, leading our workforce engagement initiatives, I have been working closely with Kevin Ayles, Head of HR and Company Secretary. We have been able to seek the views of the wider workforce on a range of topics including strategy, remuneration and working arrangements, through our employee engagement pulse surveys and conversations with staff. Shareholder consultation It remains our policy to discuss any substantive proposed changes to the Group’s remuneration structures with key external shareholders in advance of any implementation. The Remuneration Committee takes into account shareholder views received in relation to resolutions to be considered at the AGM each year, and values shareholder feedback when forming remuneration policy. Tim Edwards Chair of the Remuneration Committee 29 June 2023 Record plc Annual Report 2023 79 Remuneration report continued Remuneration Policy Remuneration Policy summary tables This section of the Remuneration report starts with a table illustrating the remuneration structures that we have in place for Executive Directors and then provides an overview of the key remuneration elements in place for all staff, including Executive Directors, the Chairman and Non-executive Directors. We have not made any changes to our Remuneration Policy for Directors and the tables summarise the policy approved by shareholders at the 2022 AGM. Summary remuneration structure The table below illustrates the remuneration structures that we have in place for Executive Directors. Salary Cash Pension and benefits Cash Bonus Scheme Cash Bonus Scheme Shares 1/3 shares released from lock up 1/3 shares released from lock up 1/3 shares released from lock up LTIP EPS and TSR performance conditions Vesting Held until year 5 Year 0 Year 1 Year 2 Year 3 Year 4 Year 5 Note: Executive Directors are required to take one-third of their bonus payment in shares, which are locked up and released over three years. Executive Directors can elect to take a further third of their bonus payment in shares, and these have no lock up. Directors’ Remuneration Policy table The following table summarises the key features of each element of the Policy, their purpose and link to strategy. Element, purpose and link to strategy Operation Base salary Fixed remuneration that reflects the role, responsibilities, experience and knowledge of the individual. The Remuneration Committee reviews salaries for Executive Directors on an annual basis. Any review will take into account market rates, business performance and individual contribution. There is no prescribed maximum salary. However, increases are normally expected to be in line with the typical level of increase awarded across the Group. Performance metrics Not applicable, though individual performance will be considered when reviewing base salary levels. Benefits To provide a benefits package that provides for the wellbeing of our colleagues. Benefits include, but are not limited to, private medical insurance, dental insurance, permanent health insurance, life assurance and annual holiday. Not applicable Executive Directors receive benefits on the same basis as all other employees, at the prevailing rates. Pension To provide an appropriate retirement income, to aid attraction and retention of high-calibre executives. Not applicable Executive Directors receive an employer pension contribution of 11% of salary which can be paid into the Group Personal Pension Scheme or delivered as a cash allowance. The pension contribution for Executive Directors is fully in line with pension contributions paid to all staff (which also comprise an employer pension contribution of 11% of salary). STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 80 Record plc Annual Report 2023 Remuneration report continued Remuneration Policy continued Directors’ Remuneration Policy table continued Element, purpose and link to strategy Operation Bonus Scheme To motivate Executive Directors to achieve sustainable financial performance and strategic objectives aligned with the Group strategy. Long-Term Incentive Plan (“LTIP”) A performance share plan to incentivise delivery of long-term performance and strategy delivery, aligning interests with shareholders. Bonus payments are based on performance measured over the financial year. Executive Directors are required to take one-third of their bonus payment in shares subject to lock-up conditions of one to three years and in addition are offered the opportunity for up to a further third of the bonus to be paid in shares. The remaining amount is paid in cash. Up to 35% of operating profits (pre-bonus) are allocated in total to the Executive Directors’ Bonus Scheme and the Staff Bonus Scheme. Malus and clawback provisions apply to all awards. Further details are set out below. Awards under the LTIP may be granted as nil or nominal cost options, market value options or conditional share awards. The maximum opportunity for Executive Directors is an award of up to 150% of base salary. Any awards will be delivered in Company shares. Awards vest at the end of a three-year performance period, after which any shares must be held for a two-year post-vesting holding period. Malus and clawback provisions apply to all awards. Further details are set out below. The Committee has discretion in the treatment of leavers as set out below and in respect of the assessment of performance and vesting levels (including to amend performance conditions and measures). Performance metrics Bonus will be based on the achievement of Group financial operating profit targets (75%) and delivery of strategic objectives (25%). Individual awards are based on role, responsibilities and delivery and determined by the Remuneration Committee. Vesting is based two-thirds on EPS growth and one-third on relative TSR compared with the FTSE Small Cap index. The Remuneration Committee has discretion to set other performance conditions for the future operation of the LTIP. Share Incentive Plan A share saving plan to encourage long-term equity ownership. The Group has an approved Share Incentive Plan (“SIP”). All staff are able to buy shares from pre-tax salary up to an HMRC-approved limit (£1,800 for the financial year ended 31 March 2023), which is matched at a rate of 50%. Not applicable Record plc Annual Report 2023 81 Remuneration report continued Remuneration Policy table for the Chairman and the Non-executive Directors The table below sets out the Remuneration Policy for the Chairman and the Non-executive Directors. Element, purpose and link to strategy Current operation for Chairman and Non-executive Directors Further information Fees Fixed remuneration that reflects the role, skills and experience The Chairman’s fees are determined by the Remuneration Committee. The Non-executive Directors’ fees are approved by the Board. Increases are normally expected to be in line with the typical level of salary increase awarded across the Group. Fees are reviewed annually. Any review will take into account market rates, business performance and individual contribution. Pension and benefits To enable the Chairman and Non-executive Directors to carry out their roles. The current Chairman receives benefits on the same basis as the Executive Directors, including pension, private medical insurance, dental insurance, permanent health insurance and life assurance. The Non-executive Directors receive expenses but do not receive any additional benefits. When David Morrison assumes the role of Chairman he will not receive any additional benefits. Service contracts and loss of office payment policy All Executive Directors have service agreements with the Company. None of the service agreements are for a fixed term and all include provisions for termination on six months’ notice by either party. Service agreements do not contain any contractual entitlement to receive bonuses, nor to participate in the LTIP, nor to receive any fixed provision for termination compensation. Non-executive Directors are appointed for an initial three-year period and are required to provide at least six months’ notice of their intention to resign. Their continued engagement is subject to annual re-election by shareholders at the Group’s AGM. The terms and conditions of appointment of the Executive Directors and Non-executive Directors are available for inspection at the Company’s registered office. When an Executive Director leaves the Group, the Remuneration Committee will review the circumstances and apply the appropriate treatment to their final remuneration. Any payments and vesting of share awards under the Executive Directors’ Bonus Scheme and the LTIP will be in accordance with the relevant scheme rules and discretion as set out in those plans at the time the Executive Director leaves. All payments will be in line with contractual entitlements and statutory requirements. No Executive Director will be rewarded for failure. Salary and benefits will continue to be paid throughout the notice period although the Remuneration Committee has the discretion to make a payment in lieu of notice. STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 82 Record plc Annual Report 2023 Remuneration report continued Remuneration Policy continued Other matters Engaging with employees and shareholders, decision-making processes and general employee pay and conditions The Group’s approach to engaging with employees and shareholders is detailed in the Chair of the Remuneration Committee’s statement. The Group’s remuneration decision-making processes are also summarised in that statement and detailed further above in the Remuneration Policy tables, as well as the general approach to employee pay and conditions. Malus and clawback Malus and clawback provisions under all of the Company’s incentive schemes (including the Executive Director and Staff Bonus Scheme, LTIP, Share Scheme, Commission Scheme and JSOP) are in line with regulatory requirements. Under the relevant rules, the Remuneration Committee may apply malus and/or clawback where: • the relevant individual participated in, or was responsible for, conduct which resulted in significant losses to the Company or relevant business unit; • the relevant individual failed to meet appropriate standards of fitness and propriety; • there is reasonable evidence of misbehaviour or material error by the individual; • the Group, or business unit for which the relevant individual is responsible, suffers a material downturn in its financial performance; and/or • the Group, or business unit in which the relevant individual works, suffers a material failure of risk management. Source and funding of shares Share awards under the Executive Directors’ Bonus Scheme and Staff Bonus Scheme are covered wherever possible through market purchases by the Company’s Employee Benefit Trust (“EBT”) rather than through the issue of new shares, and this has been the case since the inception of the previous Group Profit Share Scheme in 2007. It remains our intention to continue to operate in this manner in order to minimise potential dilution of shareholders’ interests. Similarly, grants under the LTIP and the Share Scheme are not normally satisfied by the issue of new shares, in order to minimise potential dilution. The JSOP uses market purchase shares only. The Company provides funds to the EBT to allow it to purchase shares in the market with which to satisfy the exercise of options. The number of shares purchased by the Group to hedge the satisfaction of options is based on an appropriate hedge ratio at each grant date, as calculated by management and approved by the Remuneration Committee. Implementation of Remuneration Policy The Group has implemented the Remuneration Policy, as approved by shareholders previously. The Remuneration Committee has approved variable remuneration payments for the CEO and CFO based on the Executive Directors’ Bonus Scheme and the CFO is a participant in the LTIP scheme. Approach to remuneration for new Executive Directors On the recruitment of a new Executive Director, the level of fixed remuneration will be appropriate to the candidate’s skills and experience and the responsibility that they will be undertaking. New Executive Directors would be eligible to join the Executive Directors’ Bonus Scheme and would be eligible to be considered for participation in the LTIP as deemed appropriate by the Remuneration Committee, subject to the applicable policy at the time. The Remuneration Committee recognises that a new Executive Director may forfeit remuneration as a result of leaving a previous employer and the Committee will consider mitigating that loss or part of that loss by making a buyout award in addition to the remuneration outlined above. The Committee will consider any relevant factors including any performance conditions attached to any previous incentive arrangements and the likelihood of these conditions being met and will take reasonable steps to ensure that any payment is at an appropriate level. When recruiting a new Non-executive Director, fees will be in line with the prevailing fee schedule paid to other Board members and Non-executive Directors at that time. Executive shareholding policy Any new Executive Director will be encouraged to build a shareholding with a value of at least 150% of base salary, for example through the use of the Executive Directors’ Bonus Scheme and LTIP scheme, within a reasonable time of being appointed. At the end of the appointment, an Executive Director would need to retain a shareholding with a value of at least 150% of base salary previously built up through awards under the Group’s remuneration schemes (but excluding any shares bought for cash). Half of this shareholding must be held for a period of one year and the other half held for a period of two years. Regulation We continue to review our Remuneration Policy in line with regulatory changes and good practice and to ensure compliance with the principles of the Remuneration Code of the UK financial services regulator, as applicable to the Group. In particular, we have reviewed our Remuneration Policy in line with the Investment Firms Prudential Regulation and as a non-SNI firm have implemented the basic and standard remuneration requirements. Record plc Annual Report 2023 83 Remuneration report continued Remuneration Policy – illustrations The charts below show the lowest, highest and average remuneration for the CEO and CFO over the past three years. Fixed remuneration is comprised of salary, pension contributions, other benefits and any cash alternative. Variable remuneration comprises bonus, including cash and share payments, as well as any gains on share options. As variable remuneration is not capped at the individual level, we have used the three-year average, highest and lowest remuneration as an indication of the Executive Director’s earnings potential. Future remuneration will be determined based on profitability and performance as described in the Remuneration Policy. Leslie Hill (as CEO) Minimum 100% £760,924 3-year low 3-year high 3-year average 41% 59% £1,270,178 25% 30% 75% £3,001,957 70% £2,222,439 £ 0 500k 1,000k 1,500k 2,000k 2,500k 3,000k 3,500k Steve Cullen (as CFO) Minimum 100% £179,124 3-year low 3-year high 3-year average 70% 30% £214,527 41% 53% 59% £407,528 Key: 47% £293,405 Fixed Variable £ 0 50k 100k 150k 200k 250k 300k 350k 400k 450k The above charts exclude the value of options granted to Directors. STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 84 Record plc Annual Report 2023 Remuneration report continued Annual report on remuneration This part of the report has been prepared in accordance with Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended), and relevant sections of the Listing Rules. The information on pages 84 to 90 has been audited, where required, under the regulations and is indicated as audited information where applicable. Directors’ remuneration as a single figure (audited information) The remuneration of the Directors for the year ended 31 March 2023 is detailed below together with their remuneration for the previous year. Executive Directors Salaries and fees Benefits1 Pensions2 Total fixed pay Short-term incentive (Bonus – cash) Short-term incentive (Bonus – shares)3 Share option gains Total variable pay Total Leslie Hill 2023 £ 2022 £ Steve Cullen 2023 £ 2022 £ 682,500 650,000 150,147 136,496 3,349 75,075 2,974 71,500 1,524 16,516 1,397 15,015 760,924 724,474 168,187 152,908 1,469,174 1,113,806 148,325 734,586 556,903 37,273 — 2,241,033 1,670,709 3,001,957 2,395,183 74,162 16,854 239,341 407,528 70,167 35,084 — 105,251 258,159 Neil Record David Morrison (appointed 1 March 2023) Tim Edwards Matt Hotson (appointed 30 July 2021) Krystyna Nowak (appointed 16 September 2021) Non-executive Directors 2023 £ 2022 £ 2023 £ 2022 £ 2023 £ 2022 £ 2023 £ 2022 £ 2023 £ 2022 £ Salaries and fees 85,357 81,293 10,000 Benefits1 Pensions2 Total 3,876 3,453 9,389 8,942 — — 98,622 93,688 10,000 — — — — 57,750 53,287 52,500 33,526 52,500 27,115 — — 59 — — — — — — — — — 57,750 53,346 52,500 33,526 52,500 27,115 1. This value includes, medical benefits, payments made in lieu of medical benefits, overtime payments and reimbursement of taxable travel expenses. 2. This includes payments made in lieu of pension contributions. 3. Short-term incentive payments are subject to individual performance conditions summarised in the objectives table. The shares vest immediately but are subject to lock-up restrictions and are calculated based on the overall profitability of the Group. Payments for loss of office and payments made to former Directors Bob Noyen left the Board of Directors on 4 February 2021 and left employment on 31 March 2021. To assist with the transition and maintenance of client relationships, Bob agreed to provide consultancy support to the Group. Payments in respect of this consultancy support totalled £46,738 in the year to 31 March 2023 (31 March 2022: £357,044). Pensions (audited information) Executive Directors are entitled to join the Group Personal Pension Scheme. This is a defined contribution plan and for the financial year ended 31 March 2023, the Group made contributions of 11% of each Director’s salary, which could either be paid into the Group Personal Pension Scheme, taken as cash or a combination of the two. All Directors who make personal contributions into the Company pension scheme via salary sacrifice receive an amount equivalent to the employer’s national insurance saved by the Company into their pension as an additional contribution. The employer pension contributions for the financial years ended 31 March 2022 and 31 March 2023 are detailed in the tables on page 117. Executive Directors’ Bonus Scheme payments The Executive Directors’ Bonus Scheme is the annual short-term variable remuneration structure that the CEO and CFO participate in. The Executive Directors’ bonus pool is determined as follows: • Financial (75%). The Remuneration Committee will consider the firm’s financial performance and, specifically, delivery of operating profit targets for the year under the Group’s three-year plan. • Non-financial (25%). The Remuneration Committee will assess strategic progress made during the year and will focus specifically on progress in product diversification, technology modernisation and succession planning. The overall performance against these criteria for the year is summarised in tables for Leslie Hill and Steve Cullen below. The Remuneration Committee also receives reports from the Head of Compliance regarding any legal or compliance issues relevant to the award. Record plc Annual Report 2023 85 Remuneration report continued Leslie Hill Objectives Financial Operating profit Deliver operating profit, pre-bonuses, of £21.5 million. Outcomes Operating profit, pre-bonuses, was £22.1 million. Non-financial Product diversification Diversify the Group’s products from reliance on Passive and Dynamic Hedging to a broader set of non-correlated investment products. As well as growing the currency hedging side of the business, this year has seen significant progress with Record Asset Management. We have gained our BaFin licence and have launched our Luxembourg fund structure, partnering with specialist asset managers to provide multi-asset funds for clients. Modernisation Continue to improve our infrastructure and have the technology tools to support the growth in business, while producing more secure and efficient systems. Progress is being made with Record Digital and partnerships are being built to deliver diversifying strategies to our clients. In addition, we have invested in some early-stage ventures. Our Emerging Market Sustainable Finance Fund has ambitious growth plans and a dedicated team. The Group infrastructure has been improved, with a move to hybrid cloud and on-premises infrastructure and improved security and control. Microsoft Azure, Power BI and Xceptor have all been implemented to improve our processes and efficiency. The R-Platform has been developed and launched shortly following the year end. Our new Reporting suite has been designed and is being rolled out. Succession Put in place robust succession plans for plc Board level roles. Neil Record is stepping down at the 2023 AGM and his successor, David Morrison, has been appointed. David has joined the Board as Chair-elect and will assume Chair responsibilities in August 2023. Leslie Hill has been succeeded by Jan Witte as CEO of the UK regulated subsidiary, Record Currency Management Limited, effective from 1 May 2023. New partnerships are being developed with potential future business leaders. Outcomes Operating profit, pre-bonuses, was £22.1 million Growth of the currency business alongside significant progress with Record Asset Management, Record Digital Asset Ventures and the Emerging Markets Sustainable Finance Fund Steve Cullen Objectives Financial Operating profit Deliver operating profit, pre-bonuses, of £21.5 million Non-financial Product diversification Diversify the Group’s products from reliance on Passive and Dynamic Hedging to a broader set of non-correlated investment products Modernisation Modernise accounting systems to support business growth Developed accounting systems for the wider group, designed processes for the re-charging of central costs Succession Strengthen the finance team Grown a robust team culture, hired talent into team and increased responsibilities of team members Award: The full Executive Directors’ bonus pool was agreed by the Remuneration Committee for the delivery of both financial and non-financial metrics. The pool was distributed to Leslie Hill and Steve Cullen based on their contribution. STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 86 Record plc Annual Report 2023 Remuneration report continued Annual report on remuneration continued Directors’ share options and share awards (audited information) During the financial year ended 31 March 2023 no option awards were made to the Executive Directors. All of the Executive Directors have previously been awarded share options and the table below sets out details of Executive Directors’ outstanding share option awards, which may vest on an annual basis over three, four and five years subject to continued service and performance conditions. The table also sets out any options that have lapsed or been exercised. Name Date of grant Total options at 1 April 2022 Options granted in period Leslie Hill 26/01/18 93,334 21/08/19 575,000 Steve Cullen 26/01/18 41,668 21/08/19 260,000 — — — — Options lapsed in period (93,334) Options exercised in period — Total options at 31 March 2023 Exercise price Earliest exercise Latest exercise — 43.5p 26/01/2022 25/01/2023 (95,833) (95,834) 383,333 31.1p 21/08/2022 20/08/2025 (41,668) — — 43.5p 26/01/2022 25/01/2023 (43,333) (43,334) 173,333 31.1p 21/08/2022 20/08/2025 The outstanding share options above vest subject to performance conditions, which are detailed on page 133. Leslie Hill had a gain on share options of £37,273 and Steve Cullen had a gain on share options of £16,854 in the year ended 31 March 2023. Options granted to Executive Directors vest on an annual basis (in years three, four and five) and vesting is subject to Record’s average annualised EPS growth over the relevant period since grant as follows: Record’s annualised EPS growth over the period from grant to vesting >RPI growth + 13% >RPI growth + 10%, =RPI growth + 7%, =RPI growth + 4%, = 3 months Cash and cash equivalents Total current assets Total assets Current liabilities Trade and other payables Corporation tax liabilities Provisions Lease liabilities Derivative financial liabilities Total current liabilities Non‑current liabilities Provisions Lease liabilities Total non‑current liabilities Total net assets Equity Issued share capital Share premium account Capital redemption reserve Retained earnings Total equity 1. See note 30 for details of the reclassification resulting in the restatement of prior year. Approved by the Board on 29 June 2023 and signed on its behalf by: Neil Record Chairman Steve Cullen Chief Financial Officer Company registered number: 1927640 The notes on pages 113 to 145 are an integral part of these consolidated financial statements. Note 11 12 13 14 15 16 17 18 18 19 19 12 17 20 12 21 2023 £’000 1,390 1,011 377 4,901 134 7,813 14,373 54 4,549 9,948 28,924 36,737 (6,011) (1,329) — (285) (5) Restated1 2022 £’000 562 1,421 401 3,447 253 6,084 9,883 — 13,913 3,345 27,141 33,225 (4,721) (924) (75) (366) (124) (7,630) (6,210) (122) (694) (816) (125) (960) (1,085) 28,291 25,930 50 1,809 26 26,406 28,291 50 1,809 26 24,045 25,930 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 108 Record plc Annual Report 2023 Consolidated statement of changes in equity Year ended 31 March 2023 Called‑up share capital £’000 Note As at 1 April 2022 Profit and total comprehensive income for the year Dividends paid 9 Own shares acquired by EBT Release of shares held by EBT Tax on share-based payments Share-based payment reserve movement Transactions with shareholders As at 31 March 2023 Year ended 31 March 2022 50 — — — — — — — 50 Called‑up share capital £’000 Note As at 1 April 2021 Restatement of release of shares held by EBT Restated balance as at 1 April 2021 Profit and total comprehensive income for the year Dividends paid Own shares acquired by EBT Restatement of release of shares held by EBT Restatement of share-based payment reserve movement Transactions with shareholders Restated balance as at 31 March 2022 30 9 30 30 50 — 50 — — — — — — 50 Share premium account £’000 1,809 Capital redemption reserve £’000 Equity attributable to equity holders of the parent £’000 Retained earnings £’000 Total equity £’000 26 24,045 25,930 25,930 — — — — — — — 1,809 Share premium account £’000 2,418 (609) 1,809 — — — — — — 1,809 — — — — — — — 26 11,339 (9,095) (3,572) 2,268 300 11,339 (9,095) (3,572) 2,268 300 11,339 (9,095) (3,572) 2,268 300 1,121 1,121 1,121 (8,978) (8,978) (8,978) 26,406 28,291 28,291 Capital redemption reserve £’000 26 — 26 — — — — — — 26 Equity attributable to equity holders of the parent £’000 Total equity £’000 26,799 26,799 Retained earnings £’000 24,305 609 — — 24,914 26,799 26,799 8,631 (6,512) 8,631 (6,512) 8,631 (6,512) (5,807) (5,807) (5,807) 1,838 1,838 1,838 981 981 981 (9,500) (9,500) (9,500) 24,045 25,930 25,930 The notes on pages 113 to 145 are an integral part of these consolidated financial statements. Record plc Annual Report 2023 109 Consolidated statement of cash flows Year ended 31 March 2023 Profit after tax Adjustments for: Depreciation of right-of-use assets Depreciation of property, plant and equipment Amortisation of intangible assets Loss on asset disposals Share-based payments Decrease in other non-cash items1 Finance income Finance expense Tax expense Changes in working capital (Increase) in receivables Increase in payables (Decrease) in provisions Cash inflow from operating activities Corporation tax paid Net cash inflow from operating activities Purchase of intangible assets Purchase of property, plant and equipment Purchase of investments Payment to seed fund holders Redemption of bonds Redemption of investments Purchase/(disposal) of money market instruments with maturity > 3 months Interest received Net cash inflow/(outflow) from investing activities Cash flow from financing activities Lease principal payments Lease interest payments Purchase of own shares Dividends paid to equity shareholders Net cash outflow from financing activities Net increase/(decrease) in cash and cash equivalents in the year Exchange gains Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year Closing cash and cash equivalents consist of: Cash Cash equivalents Cash and cash equivalents Note 12 13 11 2023 £’000 11,339 2022 £’000 8,631 375 285 135 11 916 1,780 (181) 55 489 357 192 — 559 877 (44) 23 7 3,259 2,225 (4,490) 1,290 (78) 14,696 (2,433) 12,263 (964) (272) (3,570) — 1,607 881 9,363 181 7,226 (315) (55) (3,572) (9,095) (13,037) 6,452 151 3,345 9,948 6,405 3,543 9,948 (1,877) 1,296 — 12,728 (1,373) 11,355 (334) (75) (1,773) (1,808) 1,462 — (983) 44 (3,467) (540) (17) (4,462) (6,512) (11,531) (3,643) 141 6,847 3,345 3,345 — 3,345 11 13 12 12 9 18 1. Other non-cash items include £2,473k release of shares held by Employee Benefit Trust and other share movements (2022: £624k), £175k unrealised gains in derivatives (2022: £340k loss), £147k foreign exchange gains (2022: £137k gain) and £371k unrealised gains in investments (2022: £50k loss). The notes on pages 113 to 145 are an integral part of these consolidated financial statements. STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 110 Record plc Annual Report 2023 Company statement of financial position As at 31 March 2023 Non‑current assets Right-of-use assets Property, plant and equipment Investments Deferred tax Total non‑current assets Current assets Corporation tax Trade and other receivables Cash and cash equivalents Total current assets Total assets Current liabilities Trade and other payables Lease liabilities Provisions Total current liabilities Non‑current liabilities Lease liabilities Deferred tax liabilities Provisions Total non‑current liabilities Total net assets Equity Issued share capital Share premium account Capital redemption reserve Retained earnings Total equity Note 12 14 16 18 19 12 12 20 21 2023 £’000 871 99 9,062 — 2022 £’000 1,232 — 5,029 1 10,032 6,262 16 2,428 213 2,657 12,689 (4,955) (251) — 3 3,522 43 3,568 9,830 (4,161) (326) (75) (5,206) (4,562) (583) (11) (122) (716) (812) — (125) (937) 6,767 4,331 50 1,809 26 4,882 6,767 50 1,809 26 2,446 4,331 The Company’s total comprehensive income for the year (which is principally derived from intra-group dividends) was £10,614,915 (2022: £4,558,705). Approved by the Board on 29 June 2023 and signed on its behalf by: Neil Record Chairman Steve Cullen Chief Financial Officer Company registered number: 1927640 The notes on pages 113 to 145 are an integral part of these consolidated financial statements. Record plc Annual Report 2023 111 Company statement of changes in equity Year ended 31 March 2023 As at 1 April 2022 Profit and total comprehensive income for the year Dividends paid Share option reserve movement Transactions with shareholders As at 31 March 2023 Year ended 31 March 2022 As at 1 April 2021 Profit and total comprehensive income for the year Dividends paid Share option reserve movement Transactions with shareholders As at 31 March 2022 Called‑up share capital £’000 Note 9 50 — — — — 50 Called‑up share capital £’000 Note 9 50 — — — — 50 Share premium account £’000 1,809 — — — — 1,809 Share premium account £’000 1,809 — — — — 1,809 Capital redemption reserve £’000 26 — — — — 26 Capital redemption reserve £’000 26 — — — — 26 Retained earnings £’000 2,446 10,615 Total shareholders’ equity £’000 4,331 10,615 (9,095) (9,095) 916 (8,179) 4,882 916 (8,179) 6,767 Retained earnings £’000 3,843 4,559 Total shareholders’ equity £’000 5,728 4,559 (6,512) (6,512) 556 (5,956) 2,446 556 (5,956) 4,331 The notes on pages 113 to 145 are an integral part of these consolidated financial statements. STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 112 Record plc Annual Report 2023 Company statement of cash flows Year ended 31 March 2023 Profit after tax Adjustments for: Depreciation of right-of-use assets Depreciation of property, plant and equipment Decrease/(Increase) in other non-cash items2 Finance income Finance expense Tax expense/(income) Dividends received from subsidiaries Changes in working capital Decrease/(Increase) in receivables Increase in payables (Decrease) in provisions Cash inflow from operating activities Corporation taxes (paid)/received Net cash inflow from operating activities Cash flow from investing activities Dividends received Purchase of property, plant and equipment Investment in subsidiaries Investment in equity reserve of subsidiary Purchase of investments Payments to seed fund holders Interest received Net cash inflow from investing activities Net cash flow from financing activities Lease principal payments Lease interest payments Dividends paid to equity shareholders Net cash outflow from financing activities Net increase/(decrease) in cash and cash equivalents in the year FX revaluation Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year Closing cash and cash equivalents consist of: Cash Cash and cash equivalents 1. See note 31 for details of the presentational adjustment resulting in the restatement of prior year. 2. Other non-cash items include unrealised movements in investments and other foreign exchange movements. The notes on pages 113 to 145 are an integral part of these consolidated financial statements. 2023 £’000 10,615 Restated1 2022 £’000 4,559 338 17 (155) (1) 43 5 453 — 45 — 16 (19) (10,500) (4,600) 1,094 794 (78) 2,172 (6) 2,166 (2,134) 2,470 — 790 37 827 10,500 4,600 (116) — (1,095) (1,869) — 1 7,421 (280) (43) (9,095) (9,418) 170 — 43 213 213 213 — (325) — — 1,798 — 6,073 (502) (16) (6,512) (7,030) (130) — 173 43 43 43 Note 12 12 12 18 Record plc Annual Report 2023 113 Notes to the financial statements for the year ended 31 March 2023 These financial statements exclude disclosures that are both immaterial and judged to be unnecessary to understand our results and financial position. 1. Accounting policies In order to provide more clarity to the notes to the financial statements, accounting policy descriptions appear at the beginning of the note to which they relate. The principal accounting policies adopted in the preparation of these consolidated financial statements are set out in the notes below. These policies have been consistently applied to all periods presented unless otherwise stated. a. Accounting convention Basis of preparation The Group financial statements have been prepared in accordance with UK adopted international accounting standards and the Company and other Group entities’ financial statements have also been prepared in accordance with UK adopted international accounting standards. The financial statements have been prepared on a historical cost basis, modified to include fair valuation of derivative financial instruments. Investments are measured at fair value through profit or loss. The Directors are satisfied that the Company and the Group have adequate resources with which to continue to operate for the foreseeable future. In arriving at this conclusion, the Directors have considered various assessments including both the impact of the war in Ukraine, and that of the current high inflationary environment on the Group, the market it operates in and its stakeholders. These assessments show that the Group should be able to operate at adequate levels of both liquidity and capital for at least 12 months from the date of signing this report. Consequently, the Directors have reasonable expectation that the Group has adequate financial resources to continue operations for at least 12 months from the date of signing the report, and therefore have continued to adopt the going concern basis in preparing the financial statements. The preparation of financial statements in accordance with the recognition and measurement principles set out in IFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The bases for management judgements, estimates and assumptions are discussed further in note 2. Changes to international accounting policies There were no new interpretations or standards which became applicable during the year that were adopted by the Group. Additionally, the Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective at the year-end date. b. Basis of consolidation The consolidated financial information contained within the financial statements incorporates financial statements of the Company and its subsidiaries drawn up to 31 March 2023. Subsidiaries are entities controlled by the Company and are included from the date that control commences until the date that control ceases. Control is achieved where the Company is exposed to or has rights over variable returns from its involvement with the entity and it has the power to affect returns. The Group has applied UK adopted IFRSs for periods commencing on or after January 2022. An Employee Benefit Trust has been established for the purposes of satisfying certain share-based awards. As the Group has “de facto” control over this special purpose entity, the trust is fully consolidated within the financial statements. Where the Group controls an entity, but does not own all the share capital of that entity, the interest of the other shareholders’ non-controlling interests is stated within equity at the non-controlling interests’ proportion of the fair value of the recognised assets and liabilities. In the case of the funds controlled by the Group, the interests of any external investors in such funds are recognised as a financial liability as investments in the fund are not considered to be equity instruments. The financial statements of subsidiary undertakings, which are prepared using uniform accounting policies, are coterminous with those of Record plc, referred to as the “Company”. The Company is taking advantage of the exemption under the Companies Act 2006 s408(1) not to present its individual statement of comprehensive income and related notes that form part of the financial statements. The Company and its subsidiaries are collectively referred to as the Group; the Group’s total comprehensive income for the year includes a profit of £10,614,915 attributable to the Company (2022: £4,558,705). The Company’s principal activity is that of a holding company. All intra-group transactions, balances, income, expenses and dividends are eliminated on consolidation. STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 114 Record plc Annual Report 2023 Notes to the financial statements for the year ended 31 March 2023 continued All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. In those cases where the possible outflow of economic resources as a result of present obligations is considered improbable or remote, no liability is recognised. h. Equity Share capital represents the nominal (par) value of shares that have been issued. Share premium includes any premium received on issue of share capital. From time to time, the Group has bought in ordinary shares for cancellation. The cost of the buy-ins was taken directly to retained earnings. The nominal value of the shares was taken to a capital redemption reserve. Retained earnings includes all current and prior period retained profits and share-based employee remuneration. All transactions with owners of the parent are recorded separately within equity. 2. Critical accounting estimates and judgements In order to prepare the financial statements in accordance with IFRS, management make certain critical accounting estimates. Management are also required to exercise judgement in the process of applying the Group’s accounting policies and in determining the reported amount of certain assets and liabilities. The estimates and associated assumptions are based on historical experience and various other factors including expectations of future events 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. As a consequence, actual results may differ from these estimates. The 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. Sources of estimation uncertainty Management recognise that the use of estimates is important in calculating both the fair value of share options offered by the Group to its employees (see note 22) and deferred tax (see note 15), however the sources of estimation uncertainty do not present a significant risk of material adjustment to the carrying amounts of assets or liabilities within the next financial year in either case. 1. Accounting policies continued c. Foreign currencies The financial statements are presented in sterling (£), which is the functional currency of the parent company. Foreign currency transactions are translated into the functional currency of the parent company using prevailing exchange rates which are updated on a monthly basis. Foreign exchange gains and losses resulting from the settlement of such transactions and from the remeasurement of monetary items at year-end exchange rates are recognised in the statement of comprehensive income under “other income or expense”. d. Administrative expenses Administrative expense includes staff costs, marketing and IT costs, which are recognised on an accruals basis as services are provided to the Group. e. Financial instruments Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires. f. Impairment of assets The Group assesses whether there is any indication that any of its assets have been impaired at least annually. If such an indication exists, the asset’s recoverable amount is estimated and compared to its carrying value. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Impairment losses are recognised in profit or loss. g. Provisions and contingent liabilities Provisions are recognised when present obligations as a result of a past event will probably lead to an outflow of economic resources from the Group and amounts can be estimated reliably. Timing or amount of the outflow may still be uncertain. A present obligation arises from the presence of a legal or constructive commitment that has resulted from past events. Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Provisions are discounted to their present values, where the time value of money is material. Any reimbursement that the Group can be virtually certain to collect from a third party with respect to the obligation is recognised as a separate asset. However, this asset may not exceed the amount of the related provision. Record plc Annual Report 2023 115 Notes to the financial statements for the year ended 31 March 2023 continued Calculation of leased assets and liabilities requires the use of both estimation and judgement. 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 and although this has been included as an area where the use of estimation and judgement in note 12 is important, it is unlikely to materially impact the Group. Intangible assets are written down in accordance with the Group’s amortisation policy on page 119. The assets are reviewed by management to ensure the amortisation period is appropriate. Investments are revalued monthly at market value as far as possible. Inputs used in determining fair value measurements are categorised into different levels based on how observable the inputs used in the valuation are, as disclosed in note 24. Any potential impairments would be written down as and when the Group is notified. 3. Segmental analysis The Directors, who together are the entity’s Chief Operating Decision Maker, consider that its services for FY-23 and prior years comprise one operating segment (being the provision of currency and derivatives management services) and that it operates in a market that is not bound by geographical constraints. The Group provides Directors with revenue information disaggregated by product, whilst operating costs, assets and liabilities are presented on an aggregated basis. This reflects the unified basis on which the products are marketed, delivered and supported. Further information on the Group’s operations and principal activities is provided in the Business model section from page 10. Revenue analysed by product is provided in note 4. Looking ahead to the current financial year (FY-24), the Group expects its diversification into asset management will result in an alternative revenue stream (i.e. Asset Management as opposed to Currency Management). This will represent a different operating segment and will be reported separately from FY-24. 4. Revenue Revenue recognition Revenue comprises the fair value of the consideration received or receivable for the provision of currency management services. Our revenues typically arise from charging management fees, performance fees and other currency services income and are accounted for in accordance with IFRS 15 – “Revenue from Contracts with Customers”. Management fees and other currency services income are recorded on a monthly basis as the service occurs; there are no other performance obligations (excluding standard duty of care requirements). Management fees are calculated as an agreed percentage of the Assets Under Management Equivalents (“AUME”) denominated in the client’s chosen base currency. The percentage varies depending on the nature of services and the level of AUME. Management fees are typically invoiced to the customer quarterly with receivables recognised for unpaid invoices. Fees are recognised on a monthly based on the agreed fee rate and AUME over the period. The Group is entitled to earn performance fees from some clients where the performance of the clients’ mandates exceeds defined benchmarks over a set time period, and are recognised when the fee amount can be estimated reliably and it is highly probable that it will not be subject to significant reversal. Performance fee revenues are not considered to be highly probable until the end of a contractual performance period and therefore are not recognised until they crystallise, at which time they are payable by the client and cannot be clawed back. There are no other performance obligations or services provided which suggest these have been earned either before or after crystallisation date. a. Revenue from contracts with customers The following table provides a breakdown of revenue from contracts with customers, with management fees analysed by product. Other currency services income includes fees from signal hedging and fiduciary execution. Revenue by product type Management fees Passive Hedging Dynamic Hedging Currency for Return Multi-product Total management fee income Performance fee income Other services income Total revenue from contracts with customers 2023 £’000 2022 £’000 12,912 12,013 6,789 6,584 11,768 10,020 5,513 6,782 38,298 34,083 5,805 586 499 570 44,689 35,152 Management fees are recognised at a point in time and are invoiced typically on a quarterly basis, although Record may invoice fees monthly for some of its larger clients. Performance fees are recognised at a point in time and can be invoiced on a quarterly, six-monthly or annual basis, as agreed with our clients. STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 116 Record plc Annual Report 2023 Notes to the financial statements for the year ended 31 March 2023 continued 4. Revenue continued Revenue recognition continued b. Geographical analysis The geographical analysis of revenue is based on the destination i.e. the location of the client to whom the services are provided. All revenue originated in the UK. Other relates to a number of regions that are individually immaterial. Revenue by geographical region Management and performance fee income UK US Switzerland Europe (excluding UK and Switzerland) Other Total revenue 2023 £’000 2022 £’000 2,545 14,179 16,985 9,339 1,641 44,689 2,775 13,049 10,877 6,926 1,525 35,152 c. Major clients During the year ended 31 March 2023, four clients individually accounted for more than 10% of the Group’s revenue. The four largest clients generated revenues of £6.6 million, £6.3 million, £5.2 million and £4.9million in the year (2022: two clients generated revenues of more than 10% totalling £4.9 million and £4.8 million in the year). 5. Operating profit Operating profit for the year is stated after charging/(crediting): Staff costs Other staff-related costs IT and technology Professional fees Occupancy Depreciation of property, plant and equipment Depreciation of leased property Amortisation of intangibles Auditor fees: Fees payable to the Group’s auditor for the audit of the Company’s annual accounts Fees payable to the Group’s auditor for the audit of subsidiary undertakings Auditor fees total Fees payable to the Group’s auditor and its associates for other services: Audit-related assurance services required by law or regulation Other non-audit services Loss on forward FX contracts held to hedge cash flow Loss on derivative financial instruments held by seed funds Other exchange losses/(gains) Investment losses/(gains) 2023 £’000 20,412 1,545 3,582 1,775 1,111 285 375 135 134 191 325 6 15 800 — (289) (218) 2022 £’000 16,479 1,352 2,380 1,139 668 357 489 192 72 103 175 5 12 467 42 (141) 4 Record plc Annual Report 2023 117 Notes to the financial statements for the year ended 31 March 2023 continued 6. Staff costs The average number of employees, including Directors, employed by the Group during the year was: Corporate Client relationships Investment research Operations Risk management Support Annual average The aggregate costs of the above employees, including Directors, were as follows: Wages and salaries Social security costs Pension costs Other employment benefit costs Aggregate staff costs 2023 2022 6 13 18 31 5 15 88 2023 £’000 14,540 2,295 686 2,891 6 14 16 24 5 17 82 2022 £’000 11,931 1,758 635 2,155 20,412 16,479 Other employment benefit costs include share-based payments, share option costs, and costs relating to the Record plc Share Incentive Plan. 7. Taxation – Group Current tax is the tax currently payable based on taxable profit for the year. Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting periods that are unpaid at the reporting date. Current tax is payable on taxable profit, which differs from profit or loss in the financial statements. Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. UK current year charge Overseas taxes Prior year adjustments Current tax charge Origination and reversal of temporary differences Prior year adjustment Impact of change in tax rate for deferred tax Total deferred tax Tax on profit on ordinary activities 2023 £’000 2,961 64 175 3,200 76 (17) — 59 2022 £’000 2,006 56 (88) 1,974 (12) 240 23 251 3,259 2,225 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 118 Record plc Annual Report 2023 Notes to the financial statements for the year ended 31 March 2023 continued 7. Taxation – Group continued The total charge for the year can be reconciled to the accounting profit as follows: Profit before taxation Taxation at the standard rate of tax in the UK of 19% (2022: 19%) Tax effects of: Other disallowable expenses and non-taxable income Deferred tax asset not recognised on start-up entities Higher tax rates on subsidiary undertakings Prior year adjustment Change in tax rates Total tax expense The tax expense comprises: Current tax expense Deferred tax expense Total tax expense 2023 £’000 14,598 2,774 2022 £’000 10,856 2,062 164 146 15 160 — (37) — 15 162 23 3,259 2,225 3,200 59 3,259 1,974 251 2,225 The standard rate of UK corporation tax for the year is 19% (2022: 19%). A full corporation tax computation is prepared at the year end. The actual charge as a percentage of the profit before tax may differ from the underlying tax rate. Differences typically arise as a result of capital allowances differing from depreciation charged, and certain types of expenditure not being deductible for tax purposes. Other differences may also arise. The rate increased to 25% from 1 April 2023. The tax charge for the year ended 31 March 2023 was 22% of profit before tax (2022: 20%). Other temporary differences for the year ended 31 March 2023 include the impact of deferred tax expense of £59k (2022: expense of £251k). 8. Earnings per share Basic earnings per share is calculated by dividing the profit after tax for the financial year attributable to equity holders of the parent by the weighted average number of ordinary shares in issue during the year. Diluted earnings per share is calculated as for the basic earnings per share with a further adjustment to the weighted average number of ordinary shares to reflect the effects of all potential dilution. There is no difference between the profit for the financial year attributable to equity holders of the parent used in the basic and diluted earnings per share calculations. Weighted average number of shares used in calculation of basic earnings per share Effect of potential dilutive ordinary shares – share options Weighted average number of shares used in calculation of diluted earnings per share Basic earnings per share Diluted earnings per share 2023 £’000 2022 £’000 190,483,365 191,068,307 4,830,186 6,230,794 195,313,551 197,299,101 pence 5.95 5.81 pence 4.52 4.37 The potential dilutive shares relate to the share options, JSOP and LTIP awards granted in respect of the Group’s Share Scheme (see note 22). There were share options and JSOP awards in place at the beginning of the year over 13,513,045 shares. During the year 3,607,836 share options were exercised, 633,125 JSOP awards vested and a further 1,247,502 options lapsed or were forfeited. The Group granted 3,810,000 share options and LTIP awards over 2,890,000 shares with a potentially dilutive effect during the year. Of the 14,724,582 share options, JSOP and LTIP awards in place at the end of the period, 11,878,815 have a dilutive impact at the year end. Record plc Annual Report 2023 119 Notes to the financial statements for the year ended 31 March 2023 continued 9. Dividends Ordinary, special and interim dividends are recognised in the financial statements when paid. Final ordinary dividends are required to be approved by shareholders. The dividends paid by the Group during the year ended 31 March 2023 totalled £9,095,232 (4.77 pence per share), which comprised a final dividend in respect of the year ended 31 March 2022 of £3,420,850 (1.8 pence per share), a special dividend in respect of the year ended 31 March 2022 of £1,748,435 (0.92 pence per share) and an interim dividend for the year ended 31 March 2023 of £3,925,947 (2.05 pence per share). The dividends paid by the Group during the year ended 31 March 2022 totalled £6,511,887 (3.40 pence per share), which comprised a final dividend in respect of the year ended 31 March 2021 of £2,220,404 (1.15 pence per share), a special dividend in respect of the year ended 31 March 2021 of £868,854 (0.45 pence per share) and an interim dividend for the year ended 31 March 2022 of £3,422,629 (1.80 pence per share). For the year ended 31 March 2023, a final ordinary dividend of 2.45 pence per share has been proposed and a special dividend of 0.68 pence per share has been declared, totalling approximately £4.7 million and £1.3 million respectively. 10. Retirement benefit obligations The Group operates defined contribution pension plans for the benefit of employees. The Group makes contributions to independently administered plans, such contributions being recognised as an expense when they fall due. The assets of the schemes are held separately from those of the Group in independently administered funds. The Group is not exposed to the particular risks associated with the operation of defined benefit plans and has no legal or constructive obligation to make any further payments to the plans other than the contributions due. The pension cost charge disclosed in note 6 to the accounts represents contributions payable by the Group to the funds. 11. Intangible assets Intangible assets are shown at historical cost less accumulated amortisation and impairment losses. Amortisation is charged to profit or loss on a straight-line basis over the estimated useful lives of the intangible assets unless such lives are indefinite. Amortisation is included within operating expenses in the statement of comprehensive income. Intangible assets are measured from the date they are available for use. Useful lives are as follows: • Software – 2 to 5 years. Amortisation periods and methods are reviewed annually and adjusted if appropriate. The Group’s intangible assets comprise both purchased software and the capitalised cost of software deployment. No internal costs of software development are capitalised. Internal software costs, which would represent attributable employee costs, would be capitalised if they meet the IAS 38 criteria. The carrying amounts can be analysed as follows: 2023 Cost At 1 April 2022 Additions Disposals At 31 March 2023 Amortisation At 1 April 2022 Charge for the year Disposals At 31 March 2023 Net book amounts At 31 March 2023 At 1 April 2022 Software £’000 Total £’000 1,475 964 (119) 1,475 964 (119) 2,320 2,320 913 135 (118) 930 913 135 (118) 930 1,390 562 1,390 562 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 120 Record plc Annual Report 2023 Notes to the financial statements for the year ended 31 March 2023 continued 11. Intangible assets continued 2022 Cost At 1 April 2021 Additions At 31 March 2022 Amortisation At 1 April 2021 Charge for the year At 31 March 2022 Net book amounts At 31 March 2022 At 1 April 2021 Software £’000 1,141 334 1,475 721 192 913 562 420 Total £’000 1,141 334 1,475 721 192 913 562 420 The annual contractual commitment for the maintenance and support of the above software is £207,253 (2022: £396,710). All amortisation charges are included within administrative expenses. 12. Leases The Group’s lease arrangements consist of business premises property leases. Rental contracts are typically made for fixed periods between three to six years but they may have extension and/or modification options. 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 cannot be used as security for borrowing purposes. New and modified leases have been recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Each lease payment is allocated between the liability 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. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. Assets and liabilities arising from a lease are initially measured on a present value basis. Right-of-use assets include the net present value of the lease payments less any lease incentives receivable. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the Group’s incremental borrowing rate is used, being the rate that the Group would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. As the Group has no borrowings it has estimated the incremental borrowing rate based on interest rate data available in the market, adjusted to reflect Record’s creditworthiness, the leased asset in question and the terms and conditions of the lease. For those leases which existed prior to the IFRS 16 transition date on 1 April 2019, a discount rate of 4% was used in calculating the lease liability on transition. The leases relevant to the twelve months ended 31 March 2023, and the comparative period, are as described below: On 7 September 2016, the Group signed a new lease on premises at Second and Third Floors, Morgan House, Madeira Walk, Windsor, at an annual commitment of £507,603, expiring on 1 September 2022. On 11 February 2022, the Group signed a lease on premises at Second Floor, Morgan House, Madeira Walk, Windsor, at an annual commitment of £267,900, expiring on 1 September 2026. The 1 September 2022 lease modification has been capitalised and discounted at a rate of 3.95%. On 1 June 2017, the Group signed a five-year lease on premises in Zürich, at an annual commitment of CHF 49,680. On 12 August 2021, the Group extended the lease to 1 June 2027, at an annual commitment of CHF 49,680. Record assesses whether a contract is, or contains, a lease at the inception of the contract. Right-of-use (“ROU”) assets Right-of-use assets are measured at cost comprising the following: • the amount of the initial measurement of lease liability; • any lease payments made at or before the commencement date, less any lease incentives received; • any initial direct costs; and • an estimate of costs to be incurred to restore the assets to the condition required by the terms and conditions of the lease. Record plc Annual Report 2023 121 Notes to the financial statements for the year ended 31 March 2023 continued Depreciation is calculated on a straight-line basis over the lease term and included within administration costs (note 5). Net book value of right-of-use assets Year ended 31 March 2023 Net book value on transition at 1 April 2022 Valuation adjustment on lease modification Depreciation Net book value at 31 March 2023 Year ended 31 March 2022 Net book value at 1 April 2021 Addition Depreciation Net book value at 31 March 2022 Lease liabilities Year ended 31 March 2023 Current Non-current Total lease liabilities At 1 April 2022 Additions Interest expense Lease - principal payments Lease - interest payments Valuation adjustment on lease modification Foreign exchange movements At 31 March 2023 Year ended 31 March 2022 Current Non-current Total lease liabilities At 1 April 2021 Additions Interest expense Lease payments Lease interest payments Foreign exchange movements At 31 March 2022 Group £’000 1,421 (35) (375) 1,011 Group £’000 684 1,226 (489) 1,421 Group £’000 285 694 979 Group £’000 1,326 — 55 (315) (55) (35) 3 979 Group £’000 366 960 1,326 Group £’000 638 1,226 17 (540) (17) 2 Company £’000 1,232 (23) (338) 871 Company £’000 642 1,043 (453) 1,232 Company £’000 251 583 834 Company £’000 1,138 — 41 (280) (43) (22) — 834 Company £’000 326 812 1,138 Company £’000 597 1,042 16 (501) (16) — 1,326 1,138 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 122 Record plc Annual Report 2023 Notes to the financial statements for the year ended 31 March 2023 continued 12. Leases continued Lease payments At 31 March 2023, the undiscounted operating lease payments on an annual basis are as follows: Maturity of lease liability at 31 March 2023 Within 1 year 1-2 years 2-3 years After 3 years Total lease liability before discounting Group £’000 320 320 320 85 1,045 Company £’000 280 280 280 47 887 The remainder of the movement in the lease liability relates to non-cash movements. The lease term is determined as the non-cancellable period of a lease, together with periods covered by an option to extend the lease if the Group considers that exercise of the option is reasonably certain. 13. Property, plant and equipment – Group All property, plant and equipment assets are stated at cost less accumulated depreciation. Depreciation of property, plant and equipment is provided to write off the cost, less residual value, on a straight-line basis over the estimated useful life as follows: • leasehold improvements – period from lease commencement to the earlier of the lease termination date and the next rent review date; • computer equipment – 2 to 5 years; and • fixtures and fittings – 4 to 6 years. Residual values, remaining useful economic lives and depreciation methods are reviewed annually and adjusted if appropriate. Gains or losses on disposal are included in profit or loss. The Group’s property, plant and equipment comprise leasehold improvements, computer equipment and fixtures and fittings. The carrying amount can be analysed as follows: 2023 Cost At 1 April 2022 Additions Disposals At 31 March 2023 Depreciation At 1 April 2022 Charge for the year Disposals At 31 March 2023 Net book amounts At 31 March 2023 At 1 April 2022 Leasehold improvements £’000 Computer equipment £’000 Fixtures and fittings £’000 693 116 (33) 776 642 68 (33) 677 99 51 1,056 148 (181) 1,023 718 204 (170) 752 271 338 293 8 (70) 231 281 13 (70) 224 7 12 Total £’000 2,042 272 (284) 2,030 1,641 285 (273) 1,653 377 401 Record plc Annual Report 2023 123 Notes to the financial statements for the year ended 31 March 2023 continued 2022 Cost At 1 April 2021 Additions Disposals At 31 March 2022 Depreciation At 1 April 2021 Charge for the year Disposals At 31 March 2022 Net book amounts At 31 March 2022 At 1 April 2021 Leasehold improvements £’000 Computer equipment £’000 Fixtures and fittings £’000 693 — — 693 520 122 — 642 51 173 983 73 — 1,056 515 203 — 718 338 468 305 2 (14) 293 263 32 (14) 281 12 42 The Group’s tangible non-current assets are located predominantly in the UK. 14. Investments Investment in subsidiaries at cost Capitalised investment in respect of share-based payments Investment in equity reserve of subsidiary Investment in funds Investment in impact bonds Other investments Total direct investments Group 2023 £’000 — — — 2,530 770 1,601 4,901 2022 £’000 — — — 1,070 2,177 200 3,447 Company 2023 £’000 2,069 2,932 1,095 1,965 — 1,001 9,062 Total £’000 1,981 75 (14) 2,042 1,298 357 (14) 1,641 401 683 2022 £’000 2,069 2,018 — 942 — — 5,029 Other investments includes £600k invested directly in the share capital of start-up companies in the digital asset sector (2022: £200k) through Record Digital. Also included is £1 million invested into a separate investment strategy to test the viability of a potential new product offering in a diverse set of alternative assets. During the year, the Group signed commitments totalling $823,507 (£804,384), which were fully called up in the year. At the beginning of the year, the Group had existing commitments of $383,100 (£309,839) of which $78,100 (£63,165) was called up in the year, leaving a balance of $305,000 (£246,674) which may or may not be called up in future (see note 26: contingent liabilities for further information). STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 124 Record plc Annual Report 2023 Notes to the financial statements for the year ended 31 March 2023 continued 14. Investments continued Company Investments in subsidiaries Investments in subsidiaries are shown at cost less impairment losses. The capitalised investment in respect of share-based payments offered by subsidiaries is equal to the cumulative fair value of the amounts payable to employees recognised as an expense by the subsidiary. Investment in subsidiaries (at cost) Record Currency Management Limited Record Group Services Limited Record Portfolio Management Limited Record Currency Management (US) Inc. Record Currency Management (Switzerland) GmbH Record Digital Asset Ventures Limited Record Asset Management GmbH Record Fund Management Limited N P Record Trustees Limited Total investment in subsidiaries (at cost) Capitalised investment in respect of share‑based payments Record Group Services Limited Record Currency Management (US) Inc. Record Currency Management (Switzerland) GmbH Total capitalised investment in respect of share‑based payments Total investment in subsidiaries Particulars of subsidiary undertakings 2023 £’000 2022 £’000 10 10 10 — 16 10 10 10 — 16 2,000 2,000 23 — — 23 — — 2,069 2,069 2,530 89 316 2,935 5,004 1,801 89 129 2,019 4,088 Name Nature of business Record Currency Management Limited Currency management services (FCA, SEC and CFTC registered) Record Group Services Limited Management services to other Group undertakings Record Currency Management (US) Inc. US advisory and service company (SEC and CFTC registered) Record Currency Management (Switzerland) GmbH Swiss advisory and service company Record Digital Asset Ventures Limited UK company investing in opportunities linked to innovation and research surrounding digital assets Record Asset Management GmbH German advisory and service company RAM Strategies GmbH German consultant and distribution agent Record Portfolio Management Limited Record Fund Management Limited N P Record Trustees Limited Dormant Dormant Dormant trust company The Group’s interest in the equity capital of subsidiary undertakings is 100% of the ordinary share capital in all cases. Record Currency Management (US) Inc. is incorporated in Delaware (registered office: Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808), Record Currency Management (Switzerland) GmbH is incorporated in Zürich (registered office: Münsterhof 14, 8001 Zürich) and Record Asset Management GmbH and RAM Strategies GmbH are incorporated in Germany (registered office: Königsallee 92a, 40212 Düsseldorf). All other subsidiaries are incorporated in the UK and have the registered office at Morgan House , Madeira Walk, Windsor, Berkshire, SL4 1EP. All investments in subsidiaries are directly held with the exception of RAM Strategies which is held 100% indirectly through the Company’s 100% holding in Record Asset Management GmbH. Record plc Annual Report 2023 125 Notes to the financial statements for the year ended 31 March 2023 continued Capitalised investment in respect of share-based payments The accounting treatment of capitalised investment in respect of share-based payments can be found in note 22. Group Entities are consolidated on a line-by-line basis where the Group has determined that a controlling interest exists through an investment holding in the entity, in accordance with IFRS 10 – “Consolidated Financial Statements”. Otherwise, investments in entities are measured at fair value through profit or loss. 15. Deferred taxation – Group Deferred tax is the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities shown on the statement of financial position. The amount of deferred tax provided is based on the expected manner of recovery or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. The carrying amounts of the deferred tax assets are reviewed at each statement of financial position date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered. A deferred tax liability is generally recognised for all taxable temporary differences. Deferred tax assets or liabilities arising on goodwill are not recognised but are however recognised on separately identifiable intangible assets. Deferred tax arising on the initial recognition of an asset or liability, other than a business combination, that at the time of the transaction affects neither the accounting profit or loss nor the taxable profit or loss, is not recognised. Opening balance deferred tax asset/(liability) Current year movement Prior year adjustment Deferred tax in Equity Closing balance deferred tax asset/(liability) The deferred tax asset consists of the tax effect of temporary differences in respect of: Deferred tax allowance on unvested share options and LTIP awards Excess of taxation allowances over depreciation on fixed assets Total 2023 £’000 253 (72) 14 (61) 134 2023 £’000 366 (232) 134 2022 £’000 212 (251) 292 253 2022 £’000 393 (140) 253 At the year end there were share options and LTIP awards not exercised with an intrinsic value for tax purposes of £1,937,599 (2022: £4,287,634). On exercise, the Group will be entitled to a corporation tax deduction in respect of the difference between the exercise price and the strike price. The Group has losses in relation to overseas entities totalling £766k (2022: £438k) which are available to carry forward against future profits. No deferred tax asset has been recognised in respect of these in the current or prior year as there is uncertainty as to when these losses will be reversed. Deferred tax has been calculated based on the future tax rate of 25% for differences from 1 April 2023. It is subject to change if tax rates change in future years. STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 126 Record plc Annual Report 2023 Notes to the financial statements for the year ended 31 March 2023 continued 16. Trade and other receivables Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less loss allowances. The amortised cost of trade and other receivables is stated at original invoice value, as the interest that would be recognised from discounting future cash receipts over the short credit period is not considered to be material. An analysis of receivables is provided below: Trade receivables Accrued income Other receivables Prepayments Total Group Company 2023 £’000 10,185 1,743 685 1,760 14,373 2022 £’000 8,231 25 497 1,130 9,883 2023 £’000 1,538 — 26 864 2,428 2022 £’000 3,441 — 38 43 3,522 All amounts are short-term. The Directors consider that the carrying amount of trade and other receivables approximates to their fair value. The Group has not renegotiated the terms of any receivables in the year ended 31 March 2023. The Group’s trade receivables are generally short-term and do not contain significant financing components. 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 calculated based on actual historic credit loss experience over the preceding 25 years on the total balance of non-credit impaired trade receivables, adjusted to incorporate any relevant forward looking information. The Group has therefore concluded that the ECLs for trade receivables are reasonable. The Group does not expect to incur any credit losses and has not recognised any ECLs in the current year (2022: £nil). Accrued income relates to accrued management and performance fees earned but not yet invoiced. 17. Derivative financial assets and liabilities Derivative financial instruments are initially recognised at cost on the date on which the contract is first entered into, unless the fair value at acquisition is different to cost, in which case fair value is recognised. Subsequently they are measured at fair value with gains and losses recognised in profit or loss. Transaction costs are immediately recognised in profit or loss. The fair values of derivative financial instruments are determined by reference to active market transactions. The Group holds derivative financial instruments for two purposes. The Group uses forward foreign exchange contracts to reduce the risk associated with assets denominated in foreign currencies, and additionally uses both foreign exchange options and forward foreign exchange contracts in order to achieve a return within the seed funds. The instruments are recognised at fair value. The fair value of the contracts is calculated using the market rates prevailing at the period end date. The net gain or loss on instruments is included within other income or expense. Derivative financial assets Forward foreign exchange contracts held to hedge non-sterling-based assets Forward foreign exchange contracts held for trading Total Derivative financial liabilities Forward foreign exchange contracts held to hedge non-sterling-based assets Forward foreign exchange contracts held for trading Total 2023 £’000 31 23 54 2023 £’000 (5) — (5) 2022 £’000 — — — 2022 £’000 (15) (109) (124) Record plc Annual Report 2023 127 Notes to the financial statements for the year ended 31 March 2023 continued Derivative financial instruments held to hedge non-sterling-based assets At 31 March 2023 there were outstanding contracts with a principal value of £8,647,055 (31 March 2022: £9,085,804) for the sale of foreign currencies in the normal course of business. The fair value of the contracts is calculated using the market forward contract rates prevailing at 31 March 2023. The Group does not apply hedge accounting. The net gain or loss on forward foreign exchange contracts held to hedge non-sterling-based assets is as follows: Derivative financial instruments held to hedge non‑sterling‑based assets Net loss on forward foreign exchange contracts at fair value through profit or loss 2023 £’000 800 2022 £’000 467 Derivative financial instruments held for trading The Record – Currency Multi-Strategy Fund may use a variety of instruments including forward foreign exchange contracts, options and futures in order to achieve a return. All derivative financial instruments held by the Record – Currency Multi-Strategy Fund were classified as held for trading until termination in June 2021. At 31 March 2023 there were outstanding contracts with a principal value of £nil (31 March 2022: £nil). The net gain or loss on derivative financial instruments held for trading for the year was as follows: Derivative financial instruments held to hedge non‑sterling‑based assets Net loss on forward foreign exchange contracts and foreign exchange options at fair value through profit or loss 2023 £’000 — 2022 £’000 42 18. Cash management The Group’s cash management strategy employs a variety of treasury management instruments including cash, money market deposits and treasury bills. Whilst the Group manages and considers all of these instruments as cash, which are subject to its own internal cash management process, not all of these instruments are classified as cash or cash equivalents under IFRS. IFRS defines cash and cash equivalents as cash in hand, on demand and collateral deposits held with banks, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Moreover, instruments can only generally be classified as cash and cash equivalents where they are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes. In the Group’s judgement, bank deposits and treasury bills with maturities in excess of three months do not meet the definition of short-term or highly liquid and are held for purposes other than meeting short-term commitments. In accordance with IFRS, these instruments are not categorised as cash or cash equivalents and are disclosed as money market instruments with maturities >3 months from origination. Assets managed as cash Bank deposits with maturities > 3 months Money market instruments with maturities > 3 months Cash Cash equivalents Cash and cash equivalents Total assets managed as cash Group Company 2023 £’000 4,549 4,549 6,405 3,543 9,948 14,497 2022 £’000 13,913 13,913 3,345 — 3,345 17,258 2023 £’000 — — 213 — 213 213 2022 £’000 — — 43 — 43 43 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 128 Record plc Annual Report 2023 Notes to the financial statements for the year ended 31 March 2023 continued 18. Cash management continued Cash and cash equivalents Cash and cash equivalents – sterling Cash and cash equivalents – USD Cash and cash equivalents – CHF Cash and cash equivalents – other currencies Total cash and cash equivalents Group Company 2023 £’000 6,632 821 748 1,747 9,948 2022 £’000 1,169 450 318 1,408 3,345 2023 £’000 212 1 — — 213 2022 £’000 43 — — — 43 Details of how the Group manages credit risk are provided in note 23. 19. Current liabilities Trade and other payables are stated at their original invoice value, as the interest that would be recognised from discounting future cash payments over the short payment period is not considered to be material. Trade and other payables Trade payables Amounts owed to Group undertakings Other payables Other tax and social security Accruals Total Group Company 2023 £’000 221 — — 716 5,074 6,011 2022 £’000 478 — 16 619 3,608 4,721 2023 £’000 — 4,953 — — 2 2022 £’000 — 4,155 — — 6 4,955 4,161 Accruals include £3,637,640 for the Group Bonus Scheme (31 March 2022: £2,506,656). The Directors consider that the carrying amount of trade and other payables approximates to their fair value. Current tax liabilities Corporation tax Group Company 2023 £’000 1,329 2022 £’000 924 2023 £’000 — 2022 £’000 — 20. Provisions The Group has provisions reflecting its contractual obligations connected to reaching the end of its contractual lease terms. Provisions Group Company 2023 £’000 122 2022 £’000 200 2023 £’000 122 2022 £’000 200 The provision relates to an obligation to pay for dilapidations in connection with the Group’s office lease on the second floor of Morgan House, Windsor, further information for which is included in note 12. Record plc Annual Report 2023 129 Notes to the financial statements for the year ended 31 March 2023 continued 21. Issued share capital The share capital of Record plc consists only of fully paid ordinary shares with a par value of 0.025p each. All shares are equally eligible to receive dividends and the repayment of capital and represent one vote at the shareholders’ meeting. Authorised Ordinary shares of 0.025p each Called‑up, allotted and fully paid Ordinary shares of 0.025p each 2023 2022 £’000 Number £’000 Number 100 400,000,000 100 400,000,000 50 199,054,325 50 199,054,325 Movement in Record plc shares held by the Record plc Employee Benefit Trust (“EBT”) The EBT was formed to hold shares acquired under the Record plc share-based compensation plans. Under IFRS the EBT is considered to be under de facto control of the Group, and has therefore been consolidated into the Group financial statements. Neither the purchase nor sale of own shares leads to a gain or loss being recognised in the Group statement of comprehensive income. Record plc shares held by EBT as at 31 March 2021 Adjustment for net purchases by EBT Record plc shares held by EBT as at 31 March 2022 Adjustment for net purchases by EBT Record plc shares held by EBT as at 31 March 2023 Number 6,296,657 3,335,374 9,632,031 (897,029) 8,735,002 The holding of the EBT comprises own shares that have not vested unconditionally to employees of the Group. Own shares are recorded at cost and are deducted from retained earnings. Further information regarding the Record plc share-based compensation plans and relevant transactions made during the year is included in note 22. 22. Share-based payments During the year ended 31 March 2023 the Group has managed the following share-based compensation plans: • the Record plc Bonus Scheme (previously the Group Profit Share Scheme): share awards issued under the Bonus Scheme are classified as share-based payments with cash alternatives under IFRS 2; • the Record plc Share Scheme: share options issued under the Record plc Share Scheme are classified as equity-settled share-based payments under IFRS 2; • the Record plc Share Incentive Plan: the Group operates the Record plc Share Incentive Plan (“SIP”) to encourage more widespread ownership of Record plc shares by employees. The SIP is a tax-approved scheme offering attractive tax savings for employees retaining their shares in the scheme over the medium to long term; • the Record plc Jointly Owned Share Plan: participants’ interests awarded under the Jointly Owned Share Plan (“JSOP”) are classified as equity-settled share-based payments under IFRS 2; and • the Record Long-Term Incentive Plan: participants’ interests awarded under the Long-Term Incentive Plan (“LTIP”) are classified as equity-settled share-based payments under IFRS 2. All obligations arising from the five schemes have been fulfilled through purchasing shares in the market. STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 130 Record plc Annual Report 2023 Notes to the financial statements for the year ended 31 March 2023 continued 22. Share-based payments continued a. Bonus Scheme Share-based payments with cash alternatives These transactions are compound financial instruments, which include a debt element and a cash element. The fair value of the debt component of the amounts payable to the employee is calculated as the cash amount alternative offered to the employee at grant date and the fair value of the equity component of the amount payable to the employee is calculated as the market value of the share award at grant date less the cash forfeited in order to receive the share award. The debt component is charged to profit or loss over the period in which the award is earned and remeasured at fair value at each reporting date. The equity component is charged to profit or loss over the period in which the award is earned. The Bonus Scheme allocates a proportion of operating profits to a profit share pool to be distributed between all employees of the Group. The Remuneration Committee has the discretion to vary the proportion allocated to the Bonus pool between 25% and 35% of operating profits. Directors and senior employees receive one-third of their Bonus in cash, one-third in shares (“Earned Shares”) and may elect to receive the final third as cash only or to allocate some, or all, of the amount for the purchase of Additional Shares. The charge to profit or loss in respect of Earned Shares in the period was £2,047,328 (2022: £1,463,802). Other employees receive two-thirds of their profit share in cash and may elect to receive the final third as cash only or to allocate some, or all, of the amount for the purchase of Additional Shares. All shares which are the subject of share awards vest immediately and are transferred to a nominee, allowing the employee, as beneficial owner, to retain full rights in respect of the shares purchased. Shares awarded under the Bonus Scheme are subject to restrictions over subsequent sale and transfer and these restrictions are automatically lifted over one-third on each anniversary of the profit share payment date for the next three years. In the meantime, these shares cannot be sold, transferred or otherwise disposed of without the consent of the Remuneration Committee. The Bonus Scheme rules contain clawback provisions allowing for the repayment of Bonus payments under certain circumstances, including a material breach of contract, an error in performance of duties or a restatement of accounts which leads to a change in any prior award under the scheme. b. The Record plc Share Scheme Equity-settled share-based payments The fair value of the amounts payable to employees under these awards is recognised as an expense over the vesting period of the award, with a corresponding increase in equity. All such awards made by the Group involve the parent company granting rights to its equity instruments to employees of its subsidiary. Consequently, the subsidiary measures the services received from its employees in accordance with the above classification under IFRS 2 and recognises a corresponding increase in equity as a contribution from the parent. The parent has the obligation to settle the transaction with the subsidiary’s employees and therefore recognises an increase in its investment in the subsidiary and a corresponding increase in equity. The fair value of options granted is measured at grant date using an appropriate valuation model, taking into account the terms and conditions upon which the instruments were granted including any market or performance conditions, and using quoted share prices. The Record plc Share Scheme allows deferred share awards to be granted to employees and Directors in the Record Group. Part 1 of the scheme allows the grant of tax-unapproved (“Unapproved”) options to employees and Directors and Part 2 allows the grant of HMRC tax-approved (“Approved”) options to employees and Directors. Each participant may be granted Approved options over shares with a total market value of up to £30,000 on the date of grant. There is no such limit on the value of grant for Unapproved options, which have historically been granted with a market value exercise price in the same way as for the Approved options. Options over an aggregate of 3,810,000 shares were granted under the Share Scheme during the year (2022: 3,747,500), of which options over 814,000 shares were granted as Approved options and options over 2,996,000 shares were granted as Unapproved options (2022: 195,000 granted as Approved options and 3,552,500 granted as Unapproved options). All Approved and Unapproved options were granted with an exercise price per share equal to the share price prevailing at the time of grant. Record plc Annual Report 2023 131 Notes to the financial statements for the year ended 31 March 2023 continued The 588,000 Approved options issued to employees on 13 May 2022 all become exercisable on the fourth anniversary of the date of grant, subject to the employee being in employment with the Group at the relevant vesting date and to the extent performance conditions have been satisfied. The 2,052,000 Unapproved options issued to employees on 13 May 2022 each become exercisable in four equal tranches on the first, second, third and fourth anniversary of the date of grant, subject to the employee being in employment with the Group at the relevant vesting date and to the extent performance conditions have been satisfied. The 26,000 Approved options issued to employees on 29 June 2022 all become exercisable on the fourth anniversary of the date of grant, subject to the employee being in employment with the Group at the relevant vesting date and to the extent performance conditions have been satisfied. The 199,000 Unapproved options issued to employees on 29 June 2022 each become exercisable in four equal tranches on the first, second, third and fourth anniversary of the date of grant, subject to the employee being in employment with the Group at the relevant vesting date and to the extent performance conditions have been satisfied. The 50,000 Approved options issued to employees on 2 August 2022 all become exercisable on the fourth anniversary of the date of grant, subject to the employee being in employment with the Group at the relevant vesting date and to the extent performance conditions have been satisfied. The 70,000 Unapproved options issued to employees on 3 August 2022 each become exercisable in four equal tranches on the first, second, third and fourth anniversary of the date of grant, subject to the employee being in employment with the Group at the relevant vesting date and to the extent performance conditions have been satisfied. The 150,000 Approved options issued to employees on 27 January 2023 all become exercisable on the fourth anniversary of the date of grant, subject to the employee being in employment with the Group at the relevant vesting date and to the extent performance conditions have been satisfied. The 675,000 Unapproved options issued to employees on 27 January 2023 each become exercisable in four equal tranches on the first, second, third and fourth anniversary of the date of grant, subject to the employee being in employment with the Group at the relevant vesting date and to the extent performance conditions have been satisfied. The fair value of the services provided by employees has been calculated indirectly by reference to the fair value of the equity instruments granted. Fair value amounts for the options granted in the year ended 31 March 2023, and for which a charge to profit or loss was made in the year, were determined using a Black-Scholes option-pricing method and the following assumptions: Model input Share price Dividend yield Exercise price Expected volatility Option life Risk-free interest rate (%) Weighted average value 76.0p 7.21% 76.0p 48% 3 years 2.7% Expected volatility is based on historical volatility. The Group share-based payment expense in respect of the Share Scheme was £569,136 for the year ended 31 March 2023 (2022: £530,779). STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 132 Record plc Annual Report 2023 Notes to the financial statements for the year ended 31 March 2023 continued 22. Share-based payments continued b. The Record plc Share Scheme continued Outstanding share options At 31 March 2023, the total number of ordinary shares of 0.025p outstanding under Record plc share compensation schemes was 10,560,207 (2022: 11,605,545). These deferred share awards and options are over issued shares, a proportion of which are hedged by shares held in an EBT. Details of outstanding share options awarded to employees are set out below: Date of grant 26/01/18 26/01/18 26/01/18 26/01/18 29/03/19 29/03/19 21/08/19 18/03/20 21/09/20 25/01/21 09/03/21 13/08/21 13/08/21 13/08/21 13/05/22 13/05/22 29/06/22 29/06/22 02/08/22 03/08/22 27/01/23 27/01/23 At 1 April 2022 155,000 5,125 17,334 644,336 460,000 185,000 1,985,000 1,237,500 2,818,750 225,000 125,000 195,000 2,600,000 952,500 Granted Exercised Lapsed/ forfeited At 31 March 2023 Earliest vesting date Latest vesting date1 Exercise price — — — — — — — — — — — — — — (155,000) (5,125) — — — — (17,334) (644,336) (460,000) (92,500) — — — — — — — 26/01/22 26/01/22 £0.4350 26/01/20 26/01/22 £0.4350 26/01/21 26/01/23 £0.4350 26/01/21 26/01/23 £0.4350 29/03/23 29/03/23 £0.2830 92,500 29/03/20 29/03/23 £0.2830 (330,836) (330,832) 1,323,332 21/08/22 21/08/24 £0.3110 (475,000) (1,106,250) (75,000) (31,250) — — — — 762,500 18/03/21 18/03/24 £0.28902 1,712,500 21/09/21 21/09/24 £0.3730 150,000 25/01/22 25/01/25 £0.49425 93,750 09/03/22 09/03/25 £0.63986 — (35,000) 160,000 13/08/25 13/08/25 £0.85713 (650,000) — 1,950,000 13/08/22 13/08/25 £0.4000 (226,875) (45,000) 680,625 13/08/22 13/08/25 £0.85713 — 588,000 — 2,052,000 — — — — — — 26,000 199,000 50,000 70,000 150,000 675,000 — — — — — — — — — 588,000 13/05/26 13/05/26 £0.698708 (75,000) 1,977,000 13/05/23 13/05/26 £0.698708 — — 26,000 29/06/26 29/06/26 £0.729609 199,000 29/06/23 29/06/26 £0.729609 (50,000) — 02/08/26 02/08/26 £0.717197 (50,000) 20,000 03/08/23 03/08/26 £0.717197 — — 150,000 27/01/27 27/01/27 £0.972835 675,000 27/01/24 27/01/27 £0.972835 Total options 11,605,545 3,810,000 (3,607,836) (1,247,502) 10,560,207 Weighted average exercise price of options £0.41 £0.76 £0.39 £0.47 £0.54 1. Under the terms of the deeds of grants, options are exercisable for twelve months following the vesting date. During the year 3,607,836 options were exercised. The weighted average share price at date of exercise was £0.81. At 31 March 2023, a total of 473,750 options had vested and were exercisable (2022: 946,375). At 31 March 2023, the weighted average exercise price of the options vested and exercisable was £0.31 (2022: £0.35) and the weighted average contractual life was three years (2022: two years). Record plc Annual Report 2023 133 Notes to the financial statements for the year ended 31 March 2023 continued Performance measures Performance conditions attached to all options granted to Board Directors differ to those granted for all other staff. All Executive Director option awards are subject to a performance condition and vest on each of the third, fourth and fifth anniversaries of the date of grant subject to an earnings per share (“EPS”) hurdle linked to the annualised EPS growth for the respective three, four and five-year periods from grant. Vesting is on a stepped basis, with 25% of each tranche vesting if EPS growth over the relevant period is at least RPI plus 4% per annum, increasing through 50%, 75% and with 100% vesting if EPS growth exceeds RPI plus 13%, as shown in the table below. Options awarded subject to EPS performance conditions are valued using a Black-Scholes model, adjusted for the impact of the performance conditions. Record’s average EPS growth >RPI growth + 13% >RPI growth + 10%, =RPI growth + 7%, =RPI growth + 4%, = 3 months Cash and cash equivalents Total financial assets 2023 £’000 10,185 1,743 685 54 4,549 9,948 27,164 2022 £’000 8,231 25 497 — 13,913 3,345 26,011 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 138 Record plc Annual Report 2023 Notes to the financial statements for the year ended 31 March 2023 continued 23. Financial risk management continued Credit risk continued The debtors’ age analysis is also evaluated on a regular basis for expected credit losses. It is management’s opinion that there is no requirement to provide for any expected credit losses. The table below is an analysis of trade receivables and accrued income by due date: At 31 March 2023 Trade receivables Accrued income Total At 31 March 2022 Trade receivables Accrued income Total Carrying amount £’000 10,185 1,743 11,928 Carrying amount £’000 8,231 25 8,256 Neither impaired nor past due £’000 0‑3 months past due £’000 More than 3 months past due £’000 9,775 1,743 11,518 97% 309 — 309 2% 101 — 101 1% Neither impaired nor past due £’000 0‑3 months past due £’000 More than 3 months past due £’000 8,231 25 8,256 100% — — — 0% — — — 0% The Group offers standard credit terms of 30 days from invoice date. It is the Group’s policy to assess debtors for expected loss on an individual basis and to make a provision where it is considered necessary. In assessing recoverability, the Group takes into account any indicators of impairment up to the reporting date, adjusting to incorporate any relevant forward looking information. The application of this policy generally results in debts that are past due not being provided for unless individual circumstances indicate that a debt is impaired. Trade receivables are made up of 113 debtors’ balances (2022: 91). The largest individual debtor corresponds to 16% of the total balance (2022: 16%). Debtor days, based on the generally accepted calculation of debtor days, is 83 days (2022: 85 days). This reflects the quarterly billing cycle used by the Group for the vast majority of its fees. As at 31 March 2023, 3% of debt was overdue (2022: 0%). No debtors’ balances have been renegotiated during the year or in the prior year. Liquidity risk The Group is exposed to liquidity risk, namely that it may be unable to meet its payment obligations as they fall due. The Group maintains sufficient cash and marketable securities to be able to meet all such obligations. Management review cash flow forecasts on a regular basis to determine whether the Group has sufficient cash reserves to meet the future working capital requirements and to take advantage of business opportunities. The average creditor payment period is 9 days (2022: 28 days). Record plc Annual Report 2023 139 Notes to the financial statements for the year ended 31 March 2023 continued Contractual maturity analysis for financial liabilities At 31 March 2023 Trade payables Accruals Derivative financial liabilities Total At 31 March 2022 Trade payables Accruals Derivative financial liabilities Total Carrying amount £’000 221 5,074 5 5,300 Carrying amount £’000 478 3,608 124 4,210 Due or due in less than 1 month £’000 Due between 1 and 3 months £’000 Due between 3 months and 1 year £’000 221 486 — 707 — 2,001 5 2,006 — 2,587 — 2,587 Due or due in less than 1 month £’000 Due between 1 and 3 months £’000 Due between 3 months and 1 year £’000 318 302 7 627 29 1,503 117 1,649 131 1,803 — 1,934 Lease liabilities are not included within the table below, please see note 12 for further details. Interest rate risk Interest rate risk is the risk that the value of a financial instrument or cash flows associated with the instrument will fluctuate due to changes in market interest rates. Interest rate risk arises from interest-bearing financial assets and liabilities held by the Group. Interest-bearing assets comprise money market instruments and cash and cash equivalents which are considered to be short-term liquid assets. It is the Group’s policy to settle trade payables within the credit terms allowed and the Group does not therefore incur interest on overdue balances. A sensitivity analysis has not been disclosed for the impact of interest rate changes as any reasonable range of change in interest rate would not directly have a material impact on profit or equity. Interest rate profiles At 31 March 2023 Financial assets Trade receivables Accrued income Other receivables Derivative financial assets at fair value through profit or loss Money market instruments with maturities > 3 months Cash and cash equivalents Total financial assets Financial liabilities Trade payables Accruals Lease liability Derivative financial liabilities at fair value through profit or loss Total financial liabilities Fixed rate £’000 No interest rate £’000 — — — — 4,549 9,948 10,185 1,743 685 54 — — Total £’000 10,185 1,743 685 54 4,549 9,948 14,497 12,667 27,164 — — — — — (221) (221) (5,074) (5,074) (979) (5) (979) (5) (6,279) (6,279) STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 140 Record plc Annual Report 2023 Notes to the financial statements for the year ended 31 March 2023 continued 23. Financial risk management continued Interest rate profiles continued At 31 March 2022 Financial assets Trade receivables Accrued income Other receivables Money market instruments with maturities > 3 months Cash and cash equivalents Total financial assets Financial liabilities Trade payables Accruals Lease liability Derivative financial liabilities at fair value through profit or loss Total financial liabilities Fixed rate £’000 No interest rate £’000 Total £’000 — — — 13,913 3,345 17,258 — — — — — 8,231 8,231 25 497 — — 8,753 (478) (3,608) (1,326) (124) 25 497 13,913 3,345 26,011 (478) (3,608) (1,326) (124) (5,536) (5,536) Foreign currency risk Foreign currency risk refers to the risk that the value of a financial commitment or recognised asset or liability will fluctuate due to changes in foreign currency rates. The Group makes use of forward foreign exchange contracts to manage the risk relating to future transactions in accordance with the Group’s risk management policy. The Group is exposed to foreign currency risk on revenue invoices and cash holdings that are denominated in a currency other than sterling, and also on assets and liabilities held by the Record Currency – Strategy Development Fund. The principal currencies giving rise to this risk are the US dollar, the Swiss franc, the euro and the Canadian dollar. During the year ended 31 March 2023, the Group invoiced the following amounts in currencies other than sterling: US dollar (USD) Swiss franc (CHF) Euro (EUR) Canadian dollar (CAD) Australian dollar (AUD) Japanese yen (JPY) Swedish krona (SEK) Singapore dollar (SGD) 2023 2022 Local currency value £’000 24,978 16,138 4,293 1,618 1,089 8,795 — — Value in reporting currency £’000 20,869 14,223 3,748 1,014 612 54 — — Local currency value £’000 23,949 12,460 4,135 1,626 1,029 4,824 36 4 Value in reporting currency £’000 17,742 10,010 3,498 960 563 31 3 2 The value of revenues for the year ended 31 March 2023 that were denominated in currencies other than sterling was £40.2 million (31 March 2022: £32.8 million). Record’s policy is to reduce the risk associated with the Group’s revenues denominated in foreign currencies by using forward fixed rate currency sales contracts, taking into account any forecast foreign currency cash flows. Record plc Annual Report 2023 141 Notes to the financial statements for the year ended 31 March 2023 continued The settlement of these forward foreign exchange contracts is expected to occur within the following three months. Changes in the fair values of forward foreign exchange contracts are recognised directly in profit or loss. The cash denominated in currencies other than sterling (refer to note 18) is covered by the Group’s hedging process, therefore the Directors consider that the foreign currency risk on cash balances is not material. Foreign currency risk – sensitivity analysis The Group has considered the sensitivity to exchange rate movements by considering the impact on those revenues, costs, assets and liabilities denominated in foreign currencies as experienced in the given period. Sterling weakening by 10% against the dollar Sterling strengthening by 10% against the dollar Sterling weakening by 10% against the Swiss franc Sterling strengthening by 10% against the Swiss franc Impact on profit after tax for the year ended 31 March Impact on total equity as at 31 March 2023 £’000 1,000 (1,000) 755 (755) 2022 £’000 871 (871) 445 (445) 2023 £’000 1,000 (1,000) 755 (755) 2022 £’000 871 (871) 445 (445) Sterling/US dollar exchange rate The impact of a change of 10% has been selected as this is considered reasonable given the current level of exchange rates and the volatility observed on a historical basis and market expectations for future movement. When applied to the average sterling/USD exchange rate of £1 = $1.20 this would result in sterling weakening to £1 = $1.09 and sterling strengthening to £1 = $1.33. Sterling/Swiss franc exchange rate The impact of a change of 10% has been selected as this is considered reasonable given the current level of exchange rates and the volatility observed on a historical basis and market expectations for future movement. When applied to the average sterling/CHF exchange rate of £1 = CHF 1.13 this would result in sterling weakening to £1 = CHF 1.03 and sterling strengthening to £1 = CHF 1.26. Sensitivity analyses have not been disclosed for other currencies as any reasonable range of change in exchange rate would not have a material impact on profit or equity. Concentration risk The Group is exposed to concentration risk in respect of product, client type and geographical location, which could lead to over-reliance on any one category of revenue. Note 4 provides detail on clients contributing greater than 10% of revenue. Mitigating activities are detailed in the Risk management section on page 51. Concentration risk – sensitivity analysis The Group has considered the impact of losing the Group’s largest client, assuming that only variable remuneration costs can be reduced in the short term. Loss of largest client Impact on profit after tax for the year ended 31 March Impact on total equity as at 31 March 2023 £’000 3,486 2022 £’000 2,594 2023 £’000 3,486 2022 £’000 2,594 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 142 Record plc Annual Report 2023 Notes to the financial statements for the year ended 31 March 2023 continued 24. Fair value measurement The following table presents financial assets and liabilities measured at fair value in the consolidated statement of financial position in accordance with the fair value hierarchy. This hierarchy groups financial assets and liabilities into three levels based on the significance of inputs used in measuring the fair value of the financial assets and liabilities. The fair value hierarchy has the following levels: • level 1: quoted prices (unadjusted) in active markets for identical financial assets or liabilities; • level 2: inputs other than quoted prices included within level 1 that are observable for the financial asset or liability, indirectly (i.e. derived from prices); and • level 3: inputs for the financial asset or liability that are not based on observable market data (unobservable inputs). The level within which the financial asset or liability is classified is determined based on the lowest level of input to the fair value measurement. The financial assets and liabilities measured at fair value in the statement of financial position are grouped into the fair value hierarchy as follows: Financial assets at fair value through profit or loss Impact bonds Investment in funds Other investments Forward foreign exchange contracts held to hedge non-sterling assets Financial liabilities at fair value through profit or loss 2023 £’000 770 2,530 1,601 54 Forward foreign exchange contracts held to hedge non-sterling assets (5) Level 1 £’000 770 1,077 1,001 — — Total 4,950 2,848 Financial assets at fair value through profit or loss Impact bonds Investment in funds Other investments Financial liabilities at fair value through profit or loss Forward foreign exchange contracts used by seed funds Other investments Total 2022 £’000 2,177 1,070 200 (15) (110) Level 1 £’000 2,177 944 — — — 3,322 3,121 Level 2 £’000 Level 3 £’000 — — — 54 (5) 49 — 1,453 600 — — 2,053 Level 2 £’000 Level 3 £’000 — — — (15) (110) (125) — 126 200 — — 326 There have been no transfers between levels in the reporting period (2022: none). Basis for classification of financial instruments classified as level 1 within the fair value hierarchy Impact bonds, listed funds and other listed investments are classified as level 1. These investments are valued using market prices and coupon rates as applicable. Basis for classification of financial instruments classified as level 2 within the fair value hierarchy Forward foreign exchange contracts and options are both classified as level 2. Both of these instruments are traded on an active market. Options are valued using an industry standard model with inputs based on observable market data whilst the fair value of forward foreign exchange contracts may be established using interpolation of observable market data rather than from a quoted price. Basis for classification of financial instruments classified as level 3 within the fair value hierarchy Direct investments in private funds and share capital of start-up companies in the digital sector have been classified as level 3. There is no observable market for these investments, therefore fair value measurements have been derived from valuation techniques that include inputs that are not based on observable market data. The private funds are valued at net asset value in accordance with independent professional valuation reports or International Private Equity and Venture Capital Valuation Guidelines where relevant. The direct investments in capital of the start-up companies are valued at cost. Record plc Annual Report 2023 143 Notes to the financial statements for the year ended 31 March 2023 continued Classes and fair value of financial instruments It is the Directors’ opinion that the carrying value of all financial instruments approximates to their fair value. Categories of financial instrument At 31 March 2023 Impact bonds Investment in funds Other investments Trade and other receivables (excludes prepayments) Money market instruments with maturities > 3 months Cash and cash equivalents Derivative financial assets at fair value through profit or loss Trade payables Accruals Derivative financial liabilities at fair value through profit or loss Total At 31 March 2022 Impact bonds Investment in funds Other investments Trade and other receivables (excludes prepayments) Money market instruments with maturities > 3 months Cash and cash equivalents Trade payables Accruals Derivative financial liabilities at fair value through profit or loss Note 14 14 14 16 18 18 17 19 19 17 Note 14 14 14 16 18 18 19 19 17 Assets at amortised cost £’000 Financial liabilities measured at amortised cost £’000 Assets at fair value through profit or loss £’000 Liabilities at fair value through profit or loss £’000 — — — 12,613 4,549 10,757 — — — — — — — — — — — (221) (5,074) — 770 2,530 1,601 — — — 54 — — — 27,919 (5,295) 4,955 — — — — — — — — — (5) (5) Assets at amortised cost £’000 Financial liabilities measured at amortised cost £’000 Assets at fair value through profit or loss £’000 Liabilities at fair value through profit or loss £’000 — — — 8,753 13,913 3,345 — — — — — — — — — (478) (3,608) — 2,177 1,070 200 — — — — — — — — — — — — — — (124) (124) Total 26,011 (4,086) 3,447 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 144 Record plc Annual Report 2023 Notes to the financial statements for the year ended 31 March 2023 continued 25. Related parties transactions Company Details of transactions between the Company and other Group undertakings, which are related parties of the Company, are shown below: Transactions with subsidiaries The Company’s subsidiary undertakings are listed in note 14, which includes a description of the nature of their business. Amounts due to subsidiaries Dividends received from subsidiaries 2023 £’000 (3,415) 10,500 2022 £’000 (714) 4,600 Amounts due to subsidiaries consist of funds lent by the subsidiaries to the Company to facilitate the Company’s investing activities. Amounts due to subsidiaries are disclosed as a net amount, and consist of amounts owed to Group undertakings in note 19 and trade receivables in note 16. All amounts owed to and by related parties will be settled in cash. No guarantees have been given or received. No provisions for expected credit losses have been raised against amounts outstanding (2022: £nil). No expense has been recognised during the year in respect of expected credit losses due from related parties. Group Transactions or balances between Group entities have been eliminated on consolidation, and in accordance with IAS 24, are not disclosed in this note. Key management personnel compensation Short-term employee benefits Post-employment benefits Share-based payments Total 2023 £’000 10,311 327 3,539 14,177 2022 £’000 8,457 330 2,467 11,254 Key management personnel dividends The dividends paid to key management personnel in the year ended 31 March 2023 totalled £4,073,511 (2022: £3,056,662). Directors’ remuneration Emoluments (excluding pension contribution) Pension contribution (including payments made in lieu of pension contributions) Total 2023 £’000 3,580 101 3,681 2022 £’000 2,809 96 2,905 During the year, no Directors of the Company (2022: none) participated in the Group Personal Pension Plan, a defined contribution scheme. Further detail on Directors’ remuneration is provided in the Remuneration report on page 79. Record plc Annual Report 2023 145 Notes to the financial statements for the year ended 31 March 2023 continued 26. Contingent liabilities and commitments The Group has committed to subscriptions to equity capital of $1,791,870, of which $1,486,870 has been called. On 20 January 2023, the Group committed to a licence to use an office in London. The commitment is to 28 February 2025 and the outstanding amount to be paid at 31 March 2023 was £1,628,225. £836,060 is payable within twelve months and £864,180 within the following twelve months. A previous commitment on an office in London had been made on 1 October 2021, with the commitment being to 31 October 2023 and the original outstanding amount to be paid between 1 April 2023 and 31 October 2023 being £352,800. However, this commitment ended on 28 February 2023, when it was replaced and superseded by the commitment made on 20 January 2023. 27. Capital management The Group’s objectives when managing capital are (i) to safeguard the Group’s ability to continue as a going concern; (ii) to provide an adequate return to shareholders; and (iii) to meet regulatory capital requirements under the relevant jurisdictions (FCA and BaFin). The Group sets the amount of capital in proportion to risk. The Group manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets, while also continuing to ensure that the minimum required regulatory capital is maintained. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, or issue new shares. The Group had no debt in the current or prior financial year and consequently does not calculate a debt-to-adjusted capital ratio. The Group’s total capital is equal to the net assets of the Group, and is managed within the categories set out below: Required regulatory capital Other operating capital Total capital 2023 £m 7.1 21.2 28.3 2022 £m 5.4 20.5 25.9 Total capital covers the Group’s regulatory capital requirements plus capital required for day-to-day operational purposes and other investment purposes. The Directors consider that the other operating capital significantly exceeds the actual day-to-day operational requirements. 28. Ultimate controlling party As at 31 March 2023 the Company had no ultimate controlling party, nor at 31 March 2022. 29. Post-reporting date events No adjusting or significant non-adjusting events have occurred between the reporting date and the date of authorisation. 30. Restatement of the share premium account and retained earnings Gains prior to 31 March 2022 on the release of shares from the Employee Benefit Trust have been reclassified from share premium to retained earnings as there was no issue of new shares. The prior cumulative movements to 31 March 2021 and for the year ended 31 March 2022 of £609,000 and £820,000 respectively, resulting in a total reclassification of £1,429,000 to the retained earnings balance as at 31 March 2022. In addition to this, a reclassified of £1,240,000 between the release of shares held by EBT and share based payment reserve movement in the statement of changes in equity was made to correct the classification of consolidation adjustments necessary to remove internal gains and losses arising when shares are transferred within the Group, and recognise it separately from the IFRS 2 charges. The restatement does not impact the current or previous years’ profit or loss. 31. Restatement of profit after tax in the Company statement of cash flows For the prior year ended 31 March 2022, the Company statement of cash flows previously showed the loss after tax of £41,000 excluding dividends received of £4,600,000. In order for the profit after tax figure to reconcile to the Company statement of changes in equity, this figure has now been updated in the FY-22 comparative figure to a profit after tax of £4,599,000 including dividends. A corresponding line to remove the dividends received from subsidiaries from cash flows from operating activities was also added, as this is recognised in investing activities inline with the company policy. Since this represents a presentational adjustment only, the restatement does not impact the totals reported for cash inflow from operating activities nor the net decrease in, or closing balance for, cash and cash equivalents for the year. STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 146 Record plc Annual Report 2023 Five year summary Year ended 31 March Management fees Performance fees Other revenue Revenue Cost of sales Gross profit Operating expenses Other income/(expenditure) Operating profit Net interest Profit before taxation Taxation Profit after taxation Basic EPS (pence) Ordinary dividend (pence) Special dividend (pence) Audited 2019 £’000 2020 £’000 2021 £’000 2022 £’000 2023 £’000 22,308 23,133 24,878 34,083 38,298 2,333 332 1,819 611 81 453 499 570 5,805 586 24,973 25,563 25,412 35,152 44,689 (385) (255) (399) (219) (37) 24,588 25,308 25,013 34,933 44,652 (16,704) (17,741) (18,934) (23,726) (29,888) (8) 7,876 113 7,989 (1,559) 6,430 3.27 2.30 0.69 82 7,649 88 7,737 (1,365) 6,372 3.26 2.30 0.41 41 6,120 33 6,153 (802) 5,351 2.75 2.30 0.45 (372) (293) 10,835 14,471 21 10,856 (2,225) 8,631 4.52 3.60 0.92 127 14,598 (3,259) 11,339 5.95 4.50 0.68 Record plc Annual Report 2023 147 Information for shareholders Record plc Record plc is a public limited company incorporated in the UK. Registered in England and Wales Company No. 1927640 Dates for 2023 dividend Ex-dividend date Record date Annual General Meeting 13 July 2023 14 July 2023 29 July 2023 Final dividend payment date 9 August 2023 Registrar Link Group 10th Floor Central Square 29 Wellington Street Leeds LS1 4DL Further information about the Registrar is available on their website www.linkgroup.eu Registered office Morgan House Madeira Walk Windsor Berkshire SL4 1EP United Kingdom Tel: +44 (0)1753 852 222 Fax: +44 (0)1753 852 224 Principal UK trading subsidiaries Record Currency Management Limited Registered in England and Wales Company No. 1710736 Record Group Services Limited Registered in England and Wales Company No. 1927639 Both principal UK trading subsidiaries are based in Windsor. Further information on Record plc can be found on the Group’s website: www.recordfg.com STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSADDITIONAL INFORMATION 148 Record plc Annual Report 2023 Definitions “AIFMD” “Articles” “AUME” “Board” “bps” “Companies Act” “Company” “$” or “dollars” “EBT” “EM” “EPS” “ESG” “ETF” “EU” “FRB” Alternative Investment Fund Managers Directive The Articles of Association of the Company Assets Under Management Equivalents Company’s Board of Directors Basis point = 100th of a per cent Every statute (including any orders, regulations or other subordinate legislation made under it) from time to time in force concerning companies in so far as it applies to the Company Record plc All references to dollars or $ symbol are to the currency of the US unless stated otherwise Employee Benefit Trust Emerging Markets Earnings per share Environmental, social and governance Exchange traded fund European Union Forward Rate Bias “Group” or “Record” The Company and/or any one of its subsidiary undertakings “IAS” International Accounting Standards “IFRS” or “IFRSs” International Financial Reporting Standards “IPO” “KPI” “KRI” “LGPS” Initial Public Offering Key Performance Indicator Key Risk Indicator Local Government Pension Schemes “London Stock Exchange” London Stock Exchange plc “MiFID” “Official List” “TIPS” “US” Markets in Financial Instruments Directive The official list of the Financial Conduct Authority US government treasury inflation protected securities United States of America AUME definition The basis for measuring AUME differs for each product and is detailed below: • Dynamic Hedging mandates – total amount of clients’ investment portfolios denominated in liquid foreign currencies, and hence capable (under the terms of the relevant mandate) of being hedged. • Passive Hedging mandates – the aggregate nominal amount of passive hedges actually outstanding in respect of each client. • Currency for Return mandates – the maximum aggregate nominal amount of outstanding forward contracts for each client. • Multi-product mandates – the chargeable mandate size for each client. • Cash – the total set aside by clients and managed and/or “equitised” using futures by Record. The Group’s commitment to the environment is reﬂ ected in this report, which has been printed on Munken Polar Smooth, an FSC® certiﬁ ed material. It also has EU Ecolabel, EMAS, ISO-14001 and PEFCTM (PEFC/05-33-99) certiﬁ cation. Arctic Paper Munkedals AB is one of the most environmentally-friendly paper mills in the world and meets the requirements for FSC® Chain-of-Custody (“CoC”) certiﬁ cation. FSC® CoC certiﬁ cation assures that products sold with an FSC® claim originate from well-managed forests, controlled sources, and/or reclaimed materials in their supply chain. It conﬁ rms that throughout the production process there is: respect for human rights, adherence to all local applicable timber legislation and no involvement in the destruction of high conservation areas. Arctic Paper Munkedals’ Munkedal mill is committed to reducing its long-term environmental impact and has the lowest water consumption per kilogram of paper in the entire industry, whilst the company’s energy usage is within or below the EU’s Best Available Techniques. This document was printed by Pureprint Group using its environmental print technology, with 100% of dry waste diverted from landﬁ ll, minimising the impact of printing on the environment. The printer is a CarbonNeutral® company and ISO 14001 registered. Designed and produced by www.lyonsbennett.com Record plc Morgan House Madeira Walk Windsor Berkshire SL4 1EP T: +44 (0)1753 852 222 marketing@recordfg.com www.recordfg.com

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